SHELF DISCLOSURE DOCUMENT Manappuram Finance ...1 Sl. No. 1 Name of investor and address: SHELF...

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Sl. No. 1 Name of investor and address:

SHELF DISCLOSURE DOCUMENT

Manappuram Finance Limited

(Formerly ‘Manappuram General Finance and Leasing Limited’)

(Incorporated in Thrissur, Kerala, Republic of India on July 15, 1992 with limited liability with company

identification number L65910KL1992PLC006623, under the Companies Act, 1956, as amended and

registered as a non-banking financial company (“NBFC”) within the meaning of the Reserve Bank of

India Act, 1934, as amended.

Registered Office: Manappuram Finance Limited , IV/470A (Old) W/638(New), “Manappuram

House”, Valapad, Thrissur 680 567, Kerala, India

Tel: (+91 487) 305 0108; Fax: (+91 487) 239 9298

Compliance Officer: Manoj Kumar V.R, Company Secretary

E-mail: [email protected]

Contact Person: Bindhu AL, Chief Financial Officer

Website: www.manappuram.com

SHELF DISCLOSURE DOCUMENT AS PER SCHEDULE I OF SECURITIES AND EXCHANGE

BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008 AS

AMENDED FROM TIME TO TIME AND PRIVATE PLACEMENT OFFER CUM APPLICATION

LETTER AS PER FORM PAS 4 (PURSUANT TO SECTION 42 OF COMPANIES ACT, 2013 AND

RULES MADE THERE UNDER FOR ISSUE OF RATED, SECURED, REDEEMABLE, LISTED NON

CONVERTIBLE DEBENTURES HAVING FACE VALUE OF RUPEES 10,00,000/- (RUPEES TEN

LAKH EACH ) FOR AN AMOUNT OF RS 10 CRORE (RUPEES TEN CRORE ONLY)AS BASE ISSUE

WITH AN OPTION TO RETAIN OVERSUBSCRIPTION OF RS 340 CRORE (RUPEES THREE

HUNDRED AND FORTY CRORE ONLY) AGGREGATING TO RS 350 CRORES (RUPEES THREE

HUNDRED AND FIFTY CRORE ONLY)

http://www.manappuram.com/

2

ISSUE:

Disclosure document (“Disclosure Document”) for Private Placement of Rated, Listed, Secured, Non-convertible debentures

having face value of Rs. 10 lakh each to be issued in dematerialized form (“Debentures”) for cash at par for an amount of

Rs. 10 crores as base issue with an option to retain oversubscription of Rs.340 crores aggregating to Rs.350 crores

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. 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.

ISSUER’S ABSOLUTE RESPONSIBILITY

The Issuer, having made all reasonable inquiries, that the information contained in this 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

CREDIT RATING

The Debentures have a rating of “CRISIL AA Stable

The rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. The rating

may be subject to revision or withdrawal at any time by the assigning rating agency and each rating should be evaluated

independently of any other rating. The rating agency has a right to suspend or withdraw the rating at any time based on

factors such as new information or unavailability of information or any other circumstances which it believes may have an

impact.

ISSUE SCHEDULE

Issue Opening Date 29th September 2020 Issue Closing Date 29th September 2020

Pay In Date 30th September 2020 Deemed Allotment Date 30th September 2020

* The Issuer reserves the right to change the issue schedule including the Deemed Date of Allotment as agreed with the

proposed investor and will notify the proposed investor of such revised schedule by way of supplement to this Disclosure

Document. The issue shall be open for subscription during the banking hours on each day during the period covered by

the Issue Schedule.

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LISTING

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

(“BSE” or the “Stock Exchange”).

ISSUER DEBENTURE TRUSTEE REGISTRAR TO ISSUE


IV/470A(Old)W638A

(New)Manappuram House P.O

Valapad - 680567

Ph: 0487 3050408

CATALYST TRUSTEESHIP LIMITED

(formerly known as GDA Trusteeship

Limited),

GDA House, Plot No.85, Bhusari Colony

(Right), Paud Road, Pune – 411038 and

having a branch office at Office No. 83-87,

8th floor, Mittal Tower, B Wing, Nariman

Point, Mumbai - 400021

SKDC Consultants Ltd

Kanapathy Towers, 3rd Floor,

1391/A1,Sathy Road, Ganapathy

Coimbatore – 641 006

Phone: +91 422 4958995, 2539835-836

Fax: +91 422 2539837

This schedule prepared in conformity with SEBI (Issue & Listing of Debt Securities) regulations, 2008 as amended from time

to time for private placement and is neither a prospectus nor a statement in lieu of prospectus and does not constitute an offer

to the public generally to subscribe for or otherwise acquire the Debentures to be issued by the Issuer.

4

DEFINITIONS AND ABBREVIATIONS

Capitalized terms used but not defined hereunder shall have the meaning ascribed to them in the Debenture Trust Deed.

Unless the context otherwise indicates or requires, the following terms shall have the meanings given below in this Disclosure

Document.

Issuer / Company / We / Our

Company/ Us

Manappuram Finance Limited having its Registered Office at “Manappuram House”,

Valapad, Thrissur, Kerala 680 567

Application Form The form in which an investor can apply for subscription to the Debentures

Allotment Intimation An advice informing the allottee of the number of letter(s) of allotment/ Debenture(s)

allotted to him in electronic (dematerialized) form

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

to the Issue

Articles Articles of Association of the Company

Auditors Deloitte Haskins & Sells LLP (being the Statutory Auditors of the Company)

Board Board of Directors of the Company or a Committee thereof of

BSE BOND-EBP Platform Electronic book provider platform of BSE Limited for issuance of debt securities on

private placement basis

Credit Rating Agency (s) CRISIL Limited

Committee Committee means any committee of the Company, as the case may be

Coupon Payment Date Date of payment of interest on the Debentures

Deemed Date of Allotment The date on which Allotment for the Issue is made

Debentures Rated, Listed, Secured, Non-Convertible Debentures having face value of Rs. 10 lakh each

to be issued in dematerialized form (“Debentures”) for cash at par for an amount of Rs. 10

crores as base issue with an option to retain oversubscription of Rs.340 crores aggregating

to Rs.350 crores.

Debenture Holder The investors who are Allotted Debentures

Debenture Trustee Trustee for the Debenture holders, in this case being Catalyst Trusteeship Limited

(formerly known as GDA Trusteeship Limited)

Debenture Document (a) Security Documents

(b) the Debenture Trustee Agreement,

(c) the Disclosure Document and

(d) any other document that may be designated as a debenture document by the

Debenture Trustee

Debenture Trust Deed The debenture trust to be executed by and between the Debenture Trustee and the

Company setting out the terms and conditions for the issuance of the Debentures

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

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Depository/ies National Securities Depository Limited (NSDL) / Central Depository Services (India)

Limited (CDSL)

DP Depository Participant

Designated Stock Exchange BSE Limited

FEMA Regulations The regulations framed by the RBI under the provisions of the Foreign Exchange

Management Act, 1999, as amended from time to time

ICCL Indian Clearing Corporation Limited

I.T. Act The Income-tax Act, 1961 as amended from time to time

Issue Closing Date 29th September 2020

Issue Opening Date 29th September 2020

Issue Issue of rated, listed, secured, non-convertible debentures to be issued in dematerialized

form on a private placement basis

ISIN International Securities Identification Number

Memorandum / MoA Memorandum of Association of the Company

Material Adverse Effect An event, circumstance, occurrence or condition which has caused, as of any date of

determination, or could reasonably be expected to cause any material adverse effect on or

a material adverse change in (a) the ability of the Issuer, to perform its obligations under

Transaction Documents; or (b) legality or the validity or enforceability of the Transaction

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

thereunder.

Reference to the words “material” or “reasonable” shall mean “reasonable” or

“material” in the opinion of the Debenture Trustee as decided by a majority (51%) of the

Debenture Holders by value.

NA/Nil Not Applicable

NRI A person resident outside India, who is a citizen of India or a person of Indian origin and

shall have the same meaning as ascribed to such term in the FEMA Regulations.

Operational Guidelines Updated operational Guidelines for issuance of securities on private placement basis

through an electronic book mechanism issued by BSE and any amendments thereto

PAN Permanent Account Number

Promoter V.P. Nandakumar and Sushama Nandakumar as defined and disclosed to BSE Limited and

National Stock Exchange of India Limited

Record Date 15 days prior to each Coupon Payment Date/ Redemption Date

Rs./INR Indian National Rupee

Register and Transfer

Agent/RTA

SKDC Consultants Limited

ROC The Registrar of Companies, Ernakulam

RTGS Real Time Gross Settlement, an electronic funds transfer facility provided by RBI

RBI The Reserve Bank of India

SEBI Securities and Exchange Board of India constituted under the Securities and Exchange

Board of India Act, 1992 (as amended from time to time).

6

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

regulations, 2008 and amended from time to time.

SEBI EBP Circular SEBI circular no. SEBI/HO/DDHS/CIR/P/2018/05 dated January 5, 2018 as amended on

August 16, 2018, and amended from time to time

Security Documents Any security document entered into from time to time for creation of any security for the

benefit of the Debenture Holders

Stock Exchange BSE Limited (BSE)

The Companies Act/ the Act The Companies Act, 2013 and such sections of the Companies Act, 1956 which continue

to be in force, as may be amended from time to time

WDM Wholesale Debt Market

This Disclosure Document shall be read in conjunction with the Debenture Trust Deed and the other Transaction Documents

and it is agreed between the Debenture Trustee and the Issuer that in case of any inconsistency or conflict between this

Disclosure Document and the Debenture Trust Deed, the provisions of the Debenture Trust Deed shall prevail and override

the provisions of this Disclosure Document.

RIGHT TO FURTHER ISSUE THE DEBENTURES

Company reserves right to make multiple issuances under the same ISIN with reference to SEBI Circular CIR/IMD/DF-1/

67 /2017 dated June 30, 2017 and SEBI Circular CIR/DDHS/P/59/2018 dated March 28, 2018.

Issue can be made either by way of creation of fresh ISIN or by way of issuance under the existing ISIN at premium

/par/discount as the case may be in line with SEBI Circular CIR/IMD/DF-1/ 67 /2017 dated June 30, 2017 and SEBI

Circular CIR/DDHS/P/59/2018 dated March 28, 2018.

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TABLE OF CONTENTS

DEFINITIONS AND ABBREVIATIONS .................................................................................................................................

DISCLAIMER .............................................................................................................................................................................

1. ISSUER INFORMATION..................................................................................................................................................

2. ISSUE DETAILS - ..............................................................................................................................................................

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

4. OUR MANAGEMENT .......................................................................................................................................................

5. FINANCIAL POSITION OF THE COMPANY ..............................................................................................................

DECLARATION BY THE DIRECTORS .................................................................................................................................

ANNEXURE I SHAREHOLDING PATERN .........................................................................................................................

ANNEXURE II FINANCIAL POSITION OF THE COMPANY FOR THE LAST 3 YEARS ...........................................

ANNEXURE III RATING LETTER AND RATIONALE .....................................................................................................

ANNEXURE IV CONSENT LETTER FROM THE TRUSTEE ...........................................................................................

ANNEXURE V SUMMARY OF TERM OF ISSUANCE OF SECURED NON- CONVERTIBLE, REDEEMABLE

DEBENTURES ............................................................................................................................................................................

ANNEXURE VI PARTICULARS OF THE EXISTING ENCUMBRANCES AND SECURITY DETAILS ....................

8

DISCLAIMER

GENERAL DISCLAIMER

This document is neither a “Prospectus” nor a “Statement in Lieu of Prospectus” but a “Disclosure Document” prepared

in accordance with the SEBI Regulations. This document does not constitute an offer to the public generally to subscribe

for or otherwise acquire the Debentures to be issued by Manappuram Finance Limited. The document is for the exclusive

use to whom it is delivered and it should not be circulated or distributed to third party/ (ies). The Issuer certifies that the

disclosures made in this document are generally adequate and are in conformity with the captioned SEBI Regulations. This

requirement is to facilitate investors to take an informed decision for making investment in the proposed Issue.

Apart from the Disclosure Document, no offer document or prospectus has been prepared in connection with this Issue and

no prospectus in relation to the Issuer or the Debentures relating to this offer has been delivered for registration nor is such

a document required to be registered under the applicable laws.

This Disclosure Document is issued by the Company and has been prepared by the Company to provide general

information on the Company to potential investors to whom it is addressed and who are eligible and willing to subscribe to

the Debentures and does not purport to contain all the information a potential investor may require. Where this Disclosure

Document summarizes the provisions of any other document, that summary should not be solely relied upon and the

relevant document should be referred to for the full effect of the provisions. Neither this Disclosure Document, nor any

other information supplied in connection with the Debentures is intended to provide the basis of any credit or other

evaluation. Any recipient of this Disclosure Document should not consider such receipt a recommendation to purchase the

Debentures. Each potential investor contemplating the purchase of 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 legal, regulatory, tax, financial, accounting, and/or 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.

This Disclosure Document shall not be considered as a recommendation to purchase the Debentures and recipients are

urged to determine, investigate and evaluate for themselves, the authenticity, origin, validity, accuracy, completeness,

adequacy or otherwise the relevance of information contained in this Disclosure Document. The recipients are required to

make their own independent valuation and judgment of the Company and the Debentures. It is the responsibility of

potential investors to ensure that if they sell/ transfer these Debentures, they shall do so in strict accordance with this

Disclosure Document and other applicable laws, so that the sale does not constitute an offer to the public, within the

meaning of the Companies Act. The potential investors should also consult their own tax advisors on the tax implications

relating to acquisition, ownership, sale or redemption of the Debentures and in respect of income arising thereon. Investors

are also required to make their own assessment regarding their eligibility for making investment(s) in the Debentures. The

Company or any of its directors, employees, advisors, affiliates, subsidiaries or representatives do not accept any

responsibility and/ or liability for any loss or damage however arising and of whatever nature and extent in connection with

the said information.

DISCLAIMER OF THE RESERVE BANK OF INDIA

The Debentures have not been recommended or approved by the Reserve Bank of India nor does RBI guarantee the

accuracy or adequacy of this document. It is to be distinctly understood that this document should not, in any way, be

deemed or construed that the securities have been recommended for investment by the RBI. RBI does not take any

responsibility either for the financial soundness of the Issuer, or the Debentures being issued by the Issuer or for the

correctness of the statements made or opinions expressed in this document. Potential investors may make investment

decision in the securities offered in terms of this Disclosure Document solely on the basis of their own analysis and RBI

does not accept any responsibility about servicing/ repayment of such investment.

9

DISCLAIMER REGARDING SECURITIES & EXCHANGE BOARD OF INDIA

This Disclosure Document has not been filed with SEBI. The Debentures have not been recommended or approved by

SEBI nor does SEBI guarantee the accuracy or adequacy of this document. It is to be distinctly understood that this

document should not, in any way, be deemed or construed that the same has been cleared or vetted by SEBI. SEBI does not

take any responsibility either for the financial soundness of any scheme or the project for which the Issue is proposed to be

made, or for the correctness of the statements made or opinions expressed in this document. The issue of Debentures being

made on private placement basis, filing of this document is not required with SEBI however SEBI reserves the right to take

up at any point of time, with the Issuer, any irregularities or lapses in this document.

DISCLAIMER CLAUSE OF STOCK EXCHANGES

As required, a copy of this Disclosure Document has been filed with the BSE Limited in terms of the Securities and

Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, as amended from time to time. It is to be

distinctly understood that submission of this Disclosure Document to the BSE Limited should not in any way be deemed or

construed to mean that this Disclosure Document has been reviewed, cleared, or approved by the BSE Limited; nor does

the BSE Limited in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this

Disclosure Document, nor does the BSE Limited warrant that the Issuer’s Debentures will be listed or will continue to be

listed on the BSE Limited; nor does the BSE Limited 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.

DISCLAIMER IN RESPECT OF CREDIT 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 Credit Rating Agency has based its ratings on information obtained

from sources believed by it to be accurate and reliable. The Credit Rating Agency does not, however, guarantee the

accuracy, adequacy or completeness of any information contained in this Disclosure Document 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 Credit Rating Agency have paid a credit rating fee, based on the amount and type of

bank facilities/instruments.

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 the Investors on

the Deemed Date of Allotment after verification of the Application Form, the accompanying documents and on realisation

of the application money.

10

1. ISSUER INFORMATION

A. Name and Address of the following:

Sr. No. Particulars Details

1. Name of the Issuer Manappuram Finance Limited

2. Registered Office and

Corporate Office

“Manappuram House”, Valapad, Thrissur, Kerala 680 567

3. Corporate Office

(Annex)

Corporate Office Annexe, 501, Aishwarya Business Plaza, CST Road, Kalina,

Mumbai 400 098.

4. Compliance Officer Manoj Kumar .V.R , Company Secretary


5. Corporate

Identification Number

L65910KL1992PLC006623

6. Phone No. (91 487) 3050 408

7. Fax No. (91 487) 239 9298

8. Contact Person: Manoj Kumar .V.R , Company Secretary

9. Email: [email protected]

10. Chief Finance Officer

(CFO) of the Issuer

Bindu A.L


11. Arrangers, if any, of

the instrument

Nil

12. Trustee to the Issue Catalyst Trusteeship Limited (formerly known as GDA Trusteeship Limited

at GDA House, Plot No.85, Bhusari Colony (Right), Paud Road, Pune – 411038

and having a branch office at Office No. 83-87, 8th floor, Mittal Tower, B Wing,

Nariman Point, Mumbai – 400021

13. Registrar to the Issue SKDC Consultants Limited

Kanapathy Towers, 3rd Floor,1391/A1, Sathy Road, Ganapathy, Coimbatore -

641 006

14. Credit Rating Agency

(s) of the Issue

CRISIL RATING Limited

15. Auditor(s) of the

Issuer

Deloitte Haskins & Sells LLP (Statutory Auditor of the Company)

Deloitte Centre , Anchorage III

100/2 Richmond Road , Bangaluru-5600125

Communication Address: First Floor, Wilmont Park Business Centre, Warriam

Road, Kochi – 682 016

mailto:[email protected]

11

B. A brief summary of the business/ activities of the Issuer and its line of business containing the required

information

Overview:

Our Company was incorporated as Manappuram General Finance and Leasing Limited on July 15, 1992, Kerala,

under the Companies Act, 1956 with corporate identity number L65910KL1992PLC006623 as a public limited

company and obtained a certificate for commencement of business dated July 31, 1992. The name of the Company

was changed to Manappuram Finance Limited pursuant to a fresh certificate of incorporation dated June 22, 2011.

Further, the Company had obtained a certificate of registration, dated May 25, 1998, issued by RBI to carry on the

activities of an NBFC accepting deposits. However, subsequently, the Company obtained a certificate of

registration dated March 22, 2011 issued by RBI to carry on the activities of NBFC without accepting public

deposits. Further, pursuant to change in name of our Company, a fresh certificate of registration dated July 4,

2011, bearing registration number B-16.00029, was issued by RBI to carry on the activities of an NBFC without

accepting public deposits under Section 45 IA of the RBI Act. The shares of the company was listed with BSE

Limited and National Stock Exchanges of India Limited.

Key events, milestones and achievements

The table below sets forth the key events in the history of our Company

Year Particulars

1992 Our Company was incorporated as Manappuram General Finance and Leasing Limited

2015 Our Company completed 20 years of listing at BSE Limited

2015 our company launched Online Gold Loan Facility

2015 our company received special commendation at Golden Peacock Awards for csr

2016 Our Company launched MaKash e-wallet and co-branded pre-paid money card

2017 Won the award for the best NBFC for Gold Loan Business by the India Bullion and Jewellers

Association

(i) Corporate structure:

Shareholders

Board of Directors

ctDDDirectors

MD & CEO

CS (KMP) CFO(KMP)

Chairman

12

(ii) Key operational and financial parameters for the last 3 audited years.

Amount Rs in mn

For Financial Entities FY FY FY

31-Mar-20 31-Mar-19 31-Mar-18

Net worth

53,558.96

43,921.61

38,125.58

Total Debt 1,75,060.90

1,27,426.12

1,02,378.31

of which –

Secured Borrowing 1,55,543.32

95,127.67

73,213.49

Unsecured Borrowing

19,517.58

32,298.45

29,164.82

Net Fixed Assets

Tangible Asset

3,176.93

3,086.52

2,609.32

Intangible Asset

4,234.14

172.91

41.52

Cash and Cash Equivalents

22,449.70

4,507.75

4,425.36

Investments/Current Investments

9,310.89

10,108.45

3,782.27

Other Financial assets

6,860.88

5,638.99

4,342.95

Other Non-Financial assets

751.52

665.41

697.26

Other Financial liabilities

2,642.43

2,625.94

3,371.42

Other Non-Financial liabilities

335.08

835.26

500.95

Assets Under Management 1,89,863.87

1,50,995.20

1,29,245.89

Off Balance Sheet Assets

1,355.36

91.44

295.04

Interest Income

42,252.33

33,702.79

28,887.04

Interest Expense

13,911.99

10,177.69

7,943.94

Provisioning & Write-offs

848.49

259.85

484.19

PAT

12,303.12

7,904.56

6,890.88

Gross NPA (%) 0.88% 0.55% 0.54%

Net NPA (%) 0.53% 0.32% 0.33%

Tier I Capital Adequacy Ratio (%) 21.41% 23.27% 26.59%

Tier II Capital Adequacy Ratio (%) 0.33% 0.38% 0.39%

13

(iii) Project cost and means of financing, in case of funding new projects- No

C. Gross Debt: Equity Ratio of the Company: -

Before the issue of the Debentures 2.82

After the issue of the Debentures 2.88

D. A brief history of the Issuer since its incorporation giving details of the stated activities

(i) Details of share capital as on last quarter end: 30th June 2020

Share Capital (for the quarter ended 31st March 2020 Rs.

Authorized Share Capital

Equity Share Capital

Preference Share Capital

Rs.200,00,00,000.

Rs.4,00,00,000.

Issued, Subscribed and Paid-up Share Capital

Equity Share Capital

Preference Share Capital

Rs.1690352796

Rs. 1690352796

Nil

(ii) Changes in its capital structure as on quarter end and for the last five years

Date of

Change

(AGM/

EGM)

Rs. (Authorised Capital) Total

Authorised

Share capital

Particulars

Equity Shares

(of Rs10/-

w.e.f 04.03.10

of Rs. 2/-)

CCPS

(of Rs. 100/-)

Preference

Shares

(of Rs. 100/-)

23.06.2007

(EGM)

2,80,00,000 48,00,000 4,00,000 80,00,00,000 The total authorized

capital on

incorporation was Rs.

1,00,00,000 and

subsequently it

increased to Rs.

80,00,00,000.

25.09.2008

(AGM)

2,60,00,000 50,00,000 4,00,000 80,00,00,000 Increase in total

CCPS authorized

capital from Rs.

48,00,000 to Rs.

50,00,000

22.04.2010

(EGM)

53,00,00,000 Nil 4,00,000 1,10,00,00,000 Increase in total

equity authorized

capital from Rs.

2,60,00,000 to Rs.

53,00,00,000

31.05.2011

(EGM)

98,00,00,000 Nil 4,00,000 2,00,00,00,000 Increase in total

equity authorized

capital from Rs.

53,00,00,000 to Rs.

98,00,00,000

14

(iii) Equity share capital history as on last quarter ended and for the last five years

Date of

Allotment

No. of

equity

shares

Face

Value

(₹)

Issue

price per

equity

share (₹)

Nature of

considera

tion

Type of

Allotment

Cumulative

no of equity

shares

Cumulative

paid-up

equity share

capital

Equity

share

equity

premiu

m- um

(₹)

Gross

Cumu-

lative share

premium

(₹)

Rema

rks

Jun 30,

1992

1,250,000 10 10 Cash Promoter

contribution

1,250,000 12,500,000 Nil - -

Aug 21,

1995

1,750,000 10 10 Cash Public issue 3,000,000 30,000,000 Nil - -

Aug 1,

2003

1,500,000 10 10 Cash Rights issue 4,500,000 45,000,000 Nil - -

Jul 30,

2005

1,000,000 10 25 Cash Preferential

issue

5,500,000 55,000,000 15 15,000,000 -

Jan 15,

2007

5,500,000 10 10 Nil Bonus issue 11,000,000 110,000,000 Nil 15,000,000 -

Jun 21,

2008

3,283,582 10 142.53 Cash Conversion

of preference

share

14,283,582 142,835,820 132.53 450,173,122 -

Mar 16,

2009

2,972,246 10 166.62 Cash Conversion

of preference

share

17,255,828 172,558,280 156.62 915,686,291 -

Jan 11,

2010

11,677,382 10 10 Nil Allotment on

merger

28,933,210 289,332,100 Nil 9156862,91 -

March 4,

2010

3,540,420 10 691 Cash Qualified

institutional

placement

32,473,630 324,736,300 681 3,326,712,3

11

March 18,

2010

1,564,892 10 166.62 Cash Warrant

conversion

34,038,522 340,385,220 156.62 3,571,805,6

96

April 22,

2010

170,192,610 2 2 Nil Split of

shares

170,192,610 340,385,220 Nil 3,571,805,6

96

May 11,

2010

170,192,610 2 2 Nil Bonus issue 340,385,220 680,770,440 Nil 3,571,805,6

96

Sept 9,

2010

13,210,039 2 75.69 Cash Preferential

issue

353,595,259 707,190,518 73.7 4,545,385,5

70

Sept 28,

2010

3,471,000 2 33.12 Cash Employee

stock option

357,066,259 714,132,518 31.12 4,653,403,0

90

Nov 18,

2010


institutional

placement

416,590,068 833,180,136 166 14,534,355,

384

March 19,

2011

284,120 2 33.12 Cash Employee

stock option

416,874,188 833,748,376 31.12 14,543,197,

199

June 11,

2011

416,874,188 2 - Nil Bonus 833,748,376 1,667,496,752 Nil 14,543,197,

199

October 8,

2011

7,354,760 2 16 Cash Employee

stock option

841,153,136 1,682,306,272 14.56 14,651,010,

504

March 10,

2012


stock option

841,153,136 1,682,306,272 14.56 14,651,010,

504

Sept 25,

2012


stock option

841,187,136 1,682,374,272 14.56 14,651,505,

544

Feb 6,

2013


stock option

841,207,136 1,682,414,272 14.56 14,651,796,

744

June

08,2016


stock option

841,331,511 1,682,663,022 29.25 14,655,434,

712

July 21,

2016

2,43,425 2 31.25 Cash Employee

stock option

841,574,936 1,683,149,872 29.25 1466255489

3.25

October

27, 2016


stock option

841,612,136 1,683,224,272 29.25 14,663,642,

993.25

15

Date of

Allotment

No. of

equity

shares

Face

Value

(₹)

Issue

price per

equity

share (₹)

Nature of

considera

tion

Type of

Allotment

Cumulative

no of equity

shares

Cumulative

paid-up

equity share

capital

Equity

share

equity

premiu

m- um

(₹)

Gross

Cumu-

lative share

premium

(₹)

Rema

rks

January

31, 2017


stock option

841,899,636 1,683,799,272 29.25 14,672,052,

368.25

April 17,

2017


stock option

841,949,636 1,683,899,272 29.25 14,673,514,

868.25

September

21, 2017


stock option

841,960,249 1,683,920,498 84.45 14,674,411,

136.10

December

20, 2017

2221 2 86.45 Cash Employee

stock option

841962470 1683924940 84.45 1467459869

9.55

February

21 , 2018


stock option

841972032 1683944064 84.45 1467540621

0.45

March 16 ,

2018


stock option

842535762 1685071524 84.45 1472301320

8.95

June

02,2018


stock option

842537461 1685074922 84.45 1472315668

9.5

July 31 ,

2018


stock option

842539160 1685078320 82.78 1472329733

2.72

Sep 19,

2018


stock option

842809857 1685619714 84.45 1474615769

4.37

April

05,2019


stock option

843165850 1686331700 84.45 1477622130

3.22

June

26,2019

96114 2 90000

shares at

the rate

100.88

and 6114

shares at

the rate

86.45

Cash Employee

stock option

843261964 1686523928 98.88

and

84.45

1478512050

3.22 and

1478563683

0.52

October

05,2019

1704575 2 1649575

shares @

86.45 and

55000 @

Rs. 100.88

Cash Employee

stock option

844966539 1689933078 84.45

and

99.88

1492494343

9 and

1493043683

9

December

14 ,2019

11756 2 5500

shares @

86.45

and 6256

shares @

84.78

Cash Employee

stock option

844978295 1689956590 84.45

and

82.78

1493090131

4.270 039

and

1493141918

5.950 18911

February

10,2020 14830 2 11431

shares @

86.45

and

3399

shares @

84.78

Cash Employee

stock option

844993125 1689986250 84.45

and

82.78

1493238453

3.90 and

1493266590

3.120

April

08,2020 183273 2 86.45 cash Employee

stock option

845176398 1690352796 84.45 14948143308

16

(iv) Details of any acquisition or amalgamation in the last 1 year:

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

Company has completed acquisition of 99.81% equity shares.

(v) Details of reorganization or reconstruction in last 1 year:

Type of Event Date of Announcement Date of Completion Details

Nil Nil Nil Nil

E. Details of Shareholding of the Company as on the Latest Quarter Ended

(i) Shareholding pattern of the Company as on last quarter i.e. 30th June 2020 : Please refer to Annexure

I: Shareholding Pattern. The shares pledged or encumbered by the promoters are part of shareholding

pattern.

(ii) List of Top 10 holders of equity shares of the Company as on 30th June 2020

SL

NO NAME SHARES

Total

Shares

held in

demat

form

% to total

Share Capital BOPAN

1 NANDAKUMAR V P 243672171 243672171 28.837 ABGPN8092A

2

QUINAG ACQUISITION

(FPI) LTD 83785880 83785880 9.916 AAACQ4435E

3

SUSHAMA

NANDAKUMAR 48001078 48001078 5.681 AINPS7836B

4 DSP SMALL CAP FUND 44206002 44206002 5.232 AAAJD0430B

5

FIDELITY INVESTMENT

TRUST FIDELITY SERIES

EMERGING MARKETS

OPPORTUNITI 29429793 29429793 3.483 AAATF2631A

6

BARCLAYS MERCHANT

BANK (SINGAPORE) LIMIT 24675125 24675125 2.920 AACCB0070E

7

DURO ONE INVESTMENTS

LIMITED 23400000 23400000 2.769 AAGCM0491G

8

L AND T MUTUAL FUND

TRUSTEE LTD-L AND T

MID CAP FUND 17960707 17960707 2.126 AAATC4460E

9

BARING INDIA PRIVATE

EQUITY FUND III LISTED

INVESTMENTS LIMITED 16521482 16521482 1.955 AADCB4636P

10

BARING INDIA PRIVATE

EQUITY FUND II LIMI 13827665 13827665 1.636 AADCB0417E

17

F. Following details regarding the Directors of the Company:

(i) Details of the current directors of the Company;

Name, Designation

& DIN

Age Address Director of

the Company

Since/ Date of

appointment

Details of other directorship

Mr.Jagdish Capoor,

Chairman

DIN: 00002516

80 1601 Brooke Ville

359 Mogul Lane

Mahim

Mumbai- 400016

20.07.2010 Quantum Trustee Company

Private Limited, LIC Pension

Fund Limited, LICHFL Trustee

Company Private Limited, LIC

Housing Finance Ltd, Nitesh

Estates Limited , HDFC

Securities

Limited,SpandanaSphoorthy

Financial Ltd

Mr.V.P.Nandakumar,

Managing Director &

CEO

DIN: 00044512

65 “Padmasaroj”

Vazhappully House

Valapad.Post

Thrissur- 680567

15.07.1992 Manappuram Health Care Limited

, Manappuram Construction And

Consultants Limited,

Manappuram Home Finance

Limited, Asirvad Micro Finance

Limited, Manappuram Chits

)Karnataka) Private Limited,

Manappuram Chit Funds

Company Private Limited,

Manappuram Insurance Brokers

Limited, Manappuram Comptech

And Consultants Limited, Adlux

Medicity And Convention Centre

Private Limited, Finance Industry

Development Council,

Manappuram Agro Farms

Limited, Manappuram Jewellers

Limited , SNST Advisories

Private Limited , DTA advisory

Pvt Ltd , DTB Advisory Pvt Ltd ,

DT3 Advisory Pvt Ltd , Lions Co-

Ordination Committee Of India

Association,

(Promoter In Maben Nidhi

Limited, Manappuram Chits

(India) Limited, Manappuram

Asset Finance Limited)

18

Name, Designation

& DIN


the Company

Since/ Date of

appointment


Mr.B.N.Raveendra

Babu,

DIN: 00043622

67 Blanghat House

Kaipamangalam.

Post

Thrissur- 680681

17.08.2009 Asirvad Micro Finance Limited ,

Manappuram Insurance Brokers

Limited, Manappuram Comptech

& Consultants Ltd

Mr.P.Manomohanan,

Director

DIN: 00042836

78 7/71A, “ Aswathy”

High School Road

Chentrappinny.Post

Thrissur- 680687

18.08.2003 Nil

Adv.V.R.Ramachandr

an, Director

DIN: 00046848

67 Valiparambil House

50/840, Ayyanthole

Thrissur- 680003

13.09.2002 Manappuram Insurance Brokers

Limited

Mr.Gautam Narayan

(DIN: 02971674)

40 1602 Aqua Tower

II, Planet Godrej,

Keshavrao Khadye

Marg , Mahalaxmi,

Mumbai-400011

08.02.2018 Toolbox India Foundation

Mrs.Sutapa Banerjee 54 Springs – 1, Flat

No: 3003 A and B,

30th Floor, G.D.

Ambekar Marg,

Wadala Tel Exch

Naigaon Dadar

East, Mumbai,

Maharashtra –

400014

06.02.2019 JSW Cement Limited, Niyogin

Fintech Limited, JSW Holdings

Limited, Ananya Finance for

Inclusive Growth Private Limited,

, JSW Industrial Gases Private

Limited, Monnet Ispat & Energy

Ltd (taken over by JSW & Aion

Private Equity),Axis Capital

Limited (subsidiary of Axis bank)

, Godrej Properties Limited

,Camlin Fine Sciences Limited

Mr. Abijit Sen 68 A 92, Grand Paradi,

572 Dadyseth Hill,

August Kranti

Marg,

Near Kemps

Corner,

Mumbai,

Maharastra –

400036

17.07.2019 Natafim Agricultural Financing

Agency Private Limited, Ujjivan

Financial Services Limited, Trent

Limited, Cashpor Micro Credit,

Kalyani Forge Limited, Veritas

Finance Private Limited, U gro

Capital Limited (Formerly

Chokhani Securities Limited),

Tata Investment Corporation Ltd ,

Booker India Private Limited ,

Booker Satnam Wholesale Private

Limited. , Asirvad Micro Finance

Limited, Pramerica Life Insurance

Limited-Nominee Director of the

administrator of Dewan Housing

Finance Corporation Limited

19

Name, Designation

& DIN


the Company

Since/ Date of

appointment


Mr. Harshan Kollara 69 Flat 16 , Cricket

Court 13 ,elderberry

way , London E66J

28.01.2019 No Other Directorship in Indian

Companies. Holding

Directorships in Companies

incorporated in UK

Mr. Shailesh Mehta 71 401 EL Cerrito Ave,

Hillsborough, San

Francisco,

California 94010,

US

27.02.2020 Safari Industries (India) Limited,

Aptus Value Housing Finance

India Limited, Netafim

Agricultural Financing Agency

Private limited, Vistaar Financial

Services Private Limited, India

Shelter Finance Corporation

Limited

* As per declaration submitted to the Company, this is to confirm that none of its Directors are

appearing on the RBI/ECGC defaulters list

Mr. Kshirsagar resigned wef 06th Nov 2019 and Demise of Mr. Rajiven on 19.10.2019

B.N Raveendra Babu redesignated as Non Executive Director in board meeting dated29th May

2020 wef from 01st June 2020.

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

Name, Designation & DIN Date of Appointment

/ Resignation

Director of the

Company Since

Remarks

Mr.I.Unnikrishnan, Executive

Director & Dy.CEO

DIN: 01773417

Resigned on

05.11.2015

01.10.2006 Resigned

Dr.V.M.Manoharan,

Director

DIN: 00044817

Resigned on

25.07.2014

18.08.2003 Resigned

Dr.Amla Samanta

Director

DIN: 00758883

Appointed on

17.03.2015

17.03.2015 Appointed

Mr.Pradeep Saxena

Director

DIN: 00288321

Retire by rotation and

not to get reappointed

wef 09.08.2016

15.05.2014 Resigned

20

Name, Designation & DIN Date of Appointment

/ Resignation

Director of the

Company Since

Remarks

Mr.Gautam Ravi Narayan

Director

(DIN: 02971674)

Appointed on

08.02.2018


Mr.Shailesh Mehta

DIN:01633893

Resigned on

22.08.2018

06.11. 2008 Resigned

Mrs. Amla Samanta Resigned on

01.04.2019

17.03.2015 Resigned

Mr. Sutapa Banerjee

DIN: 02844650

Appointed on

06.02.2019


Mr. Abhijit Sen

00002593

Appointed on

17.07.2019


Mr V R Rajiven

(06503049)

Date of Demise:19-10-

2019

06.02.2013 Cessation

Mr. Eknath Atmaram

Kshirsagar,

(00121824)

Resignation

06.11.2019

08.06.2012 Resignation

Mr. Harshan Kollara

02844650

Appointed on

28.01.2020

28.01.2020 Appointment

Mr. Shailesh Mehta

01633893

Appointed on

27.02.2020

27.02.2020 Appointment

Mr. B.N Raveendra Babu was redesignated as Non-Executive Director in board meeting dated

29th May 2020 wef 01st june 2020.

21

G. Following details regarding the Auditors of the Company.

(i) Details of the auditor of the Company.

Name Address Auditor since

Deloitte Haskins & Sells

LLP

Deloittee Centre , Anchorage III

100/2 Richmond Road , Bangaluru-5600125

Communication Address: First Floor,

Wilmont Park Business Centre, Warriam

Road, Kochi – 682 016.

18th August 2017

(ii) Details of change in auditor since last three years: S R Batliboi & Associates ceased to exist as auditor

of the Company since August 18, 2017(25th AGM)

Name Address Date of

Appointment /

Resignation

Auditor of the

Company

since ( in case

of resignation)

Remarks

M/S S.R Batliboi

and Associates

LLP,

Tidel Park,No4 Rajiv Gandhi

Salai, Taramani , Chennai

600113

Appointment -

31.07.2014

Exit on

18.08.2017

Nil

H. Details of borrowing of the Company, as on last quarter ended Secured Facilities

Sl

No

Date of

Availment

Lender's Name Type of

Facility

Amount

Sanctioned

(Rs in cr)

Amount

Outstanding

(Rs in cr)

Repayment

Date

Security

1 30-Jun-18 BAJAJ

FINANCE LTD

TERM

LOAN

6.25 6.25 30-Sep-20 Current Assets incl

Receivables

2 30-Jun-18 BAJAJ

FINANCE LTD

TERM

LOAN

6.25 6.25 31-Dec-20 Current Assets incl

Receivables

3 30-Jun-18 BAJAJ

FINANCE LTD

TERM

LOAN

6.25 6.25 31-Mar-21 Current Assets incl

Receivables

4 30-Jun-18 BAJAJ

FINANCE LTD

TERM

LOAN

6.25 6.25 30-Jun-21 Current Assets incl

Receivables

5 22-Nov-18 NABARD TERM

LOAN

75.00 75.00 31-Jul-20 Assignment of

Bookdebts-

Onlending to MFI's

& Vehicle Finance

at Priority Sector

22


LOAN

75.00 75.00 31-Jan-21 Assignment of

Bookdebts-

Onlending to MFI's

& Vehicle Finance

at Priority Sector


LOAN


Bookdebts-

Onlending to MFI's

& Vehicle Finance

at Priority Sector


LOAN


Bookdebts-

Onlending to MFI's

& Vehicle Finance

at Priority Sector


LOAN


Bookdebts-

Onlending to MFI's

& Vehicle Finance

at Priority Sector


LOAN


Bookdebts-

Onlending to MFI's

& Vehicle Finance

at Priority Sector


LOAN


Bookdebts-

Onlending to MFI's

& Vehicle Finance

at Priority Sector


LOAN


Bookdebts-

Onlending to MFI's

& Vehicle Finance

at Priority Sector

13 05-Mar-19 CSB TERM

LOAN

6.25 6.25 28-Jul-20 All current Assets

including book

debts and

receivables


LOAN

6.25 6.25 28-Oct-20 All current Assets

including book

debts and

receivables


LOAN

6.25 6.25 28-Jan-21 All current Assets

including book

debts and

receivables


LOAN

6.25 6.25 28-Apr-21 All current Assets

including book

debts and

receivables

23


LOAN

6.25 6.25 28-Jul-21 All current Assets

including book

debts and

receivables


LOAN

6.25 6.25 28-Oct-21 All current Assets

including book

debts and

receivables


LOAN

6.25 6.25 28-Jan-22 All current Assets

including book

debts and

receivables

20 22-Mar-19 NABARD TERM

LOAN


Bookdebts-

Onlending to MFI's

& Vehicle Finance

at Priority Sector


LOAN


Bookdebts-

Onlending to MFI's

& Vehicle Finance

at Priority Sector


LOAN


Bookdebts-

Onlending to MFI's

& Vehicle Finance

at Priority Sector


LOAN


Bookdebts-

Onlending to MFI's

& Vehicle Finance

at Priority Sector


LOAN


Bookdebts-

Onlending to MFI's

& Vehicle Finance

at Priority Sector


LOAN


Bookdebts-

Onlending to MFI's

& Vehicle Finance

at Priority Sector


LOAN


Bookdebts-

Onlending to MFI's

& Vehicle Finance

at Priority Sector


LOAN


Bookdebts-

Onlending to MFI's

& Vehicle Finance

at Priority Sector

24


LOAN


Bookdebts-

Onlending to MFI's

& Vehicle Finance

at Priority Sector

29 22-Mar-19 STATE BANK

OF INDIA TL

TERM

LOAN

25.00 25.00 22-Sep-20 Gold Loan

Receivables

including entire

Current Assets


OF INDIA TL

TERM

LOAN

25.00 25.00 22-Dec-20 Gold Loan

Receivables

including entire

Current Assets


OF INDIA TL

TERM

LOAN

25.00 25.00 22-Mar-21 Gold Loan

Receivables

including entire

Current Assets


OF INDIA TL

TERM

LOAN

25.00 25.00 22-Jun-21 Gold Loan

Receivables

including entire

Current Assets


OF INDIA TL

TERM

LOAN

25.00 25.00 22-Sep-21 Gold Loan

Receivables

including entire

Current Assets


OF INDIA TL

TERM

LOAN

25.00 25.00 22-Dec-21 Gold Loan

Receivables

including entire

Current Assets


OF INDIA TL

TERM

LOAN

25.00 25.00 22-Mar-22 Gold Loan

Receivables

including entire

Current Assets

36 04-Apr-19 BAJAJ

FINANCE LTD

TERM

LOAN


Receivables

37 04-Apr-19 BAJAJ

FINANCE LTD

TERM

LOAN


Receivables

38 04-Apr-19 BAJAJ

FINANCE LTD

TERM

LOAN


Receivables

39 04-Apr-19 BAJAJ

FINANCE LTD

TERM

LOAN


Receivables

40 04-Apr-19 BAJAJ

FINANCE LTD

TERM

LOAN


Receivables

41 04-Apr-19 BAJAJ

FINANCE LTD

TERM

LOAN


Receivables

42 04-Apr-19 BAJAJ

FINANCE LTD

TERM

LOAN

6.25 6.25 04-Apr-22 Current Assets incl

Receivables

25

43 05-Apr-19 RBL Bank TERM

LOAN

12.50 12.50 04-Jul-20 Current assets,

Book Debts & loans

and advances

including Gold

Loan Receivables


LOAN

12.50 12.50 04-Oct-20 Current assets,

Book Debts & loans

and advances

including Gold

Loan Receivables


LOAN

12.50 12.50 04-Jan-21 Current assets,

Book Debts & loans

and advances

including Gold

Loan Receivables


LOAN

12.50 12.50 04-Apr-21 Current assets,

Book Debts & loans

and advances

including Gold

Loan Receivables


LOAN


Book Debts & loans

and advances

including Gold

Loan Receivables


LOAN

12.50 12.50 04-Oct-21 Current assets,

Book Debts & loans

and advances

including Gold

Loan Receivables


LOAN

12.50 12.50 04-Jan-22 Current assets,

Book Debts & loans

and advances

including Gold

Loan Receivables


LOAN

12.50 12.50 04-Apr-22 Current assets,

Book Debts & loans

and advances

including Gold

Loan Receivables

51 02-May-

19

HDFC BANK -

BUILDING

LOAN

TERM

LOAN

BUILDING

3.69 3.69 07-Aug-20 Mumbai Corporate

Office

52 02-May-

19

HDFC BANK -

BUILDING

LOAN

TERM

LOAN

BUILDING

3.78 3.78 07-Nov-20 Mumbai Corporate

Office

53 02-May-

19

HDFC BANK -

BUILDING

LOAN

TERM

LOAN

BUILDING

3.87 3.87 07-Feb-21 Mumbai Corporate

Office

54 02-May-

19

HDFC BANK -

BUILDING

LOAN

TERM

LOAN

BUILDING

3.96 3.96 07-May-21 Mumbai Corporate

Office

26

55 02-May-

19

HDFC BANK -

BUILDING

LOAN

TERM

LOAN

BUILDING


Office

56 02-May-

19

HDFC BANK -

BUILDING

LOAN

TERM

LOAN

BUILDING


Office

57 02-May-

19

HDFC BANK -

BUILDING

LOAN

TERM

LOAN

BUILDING


Office

58 02-May-

19

HDFC BANK -

BUILDING

LOAN

TERM

LOAN

BUILDING


Office

59 02-May-

19

HDFC BANK -

BUILDING

LOAN

TERM

LOAN

BUILDING


Office

60 02-May-

19

HDFC BANK -

BUILDING

LOAN

TERM

LOAN

BUILDING


Office

61 02-May-

19

HDFC BANK -

BUILDING

LOAN

TERM

LOAN

BUILDING


Office

62 02-May-

19

HDFC BANK -

BUILDING

LOAN

TERM

LOAN

BUILDING


Office

63 02-May-

19

HDFC BANK -

BUILDING

LOAN

TERM

LOAN

BUILDING


Office

64 02-May-

19

HDFC BANK -

BUILDING

LOAN

TERM

LOAN

BUILDING


Office

65 02-May-

19

HDFC BANK -

BUILDING

LOAN

TERM

LOAN

BUILDING


Office

66 02-May-

19

HDFC BANK -

BUILDING

LOAN

TERM

LOAN

BUILDING


Office

67 07-Jun-19 ANDHRA

BANK MTL

TERM

LOAN

66.67 66.67 07-Dec-20 Gold loan and other

loan receivables and

the underlying

assets of the

company

68 07-Jun-19 ANDHRA

BANK MTL

TERM

LOAN

66.67 66.67 07-Jun-21 Gold loan and other


the underlying

assets of the

company

27

69 07-Jun-19 ANDHRA

BANK MTL

TERM

LOAN

66.67 66.67 07-Dec-21 Gold loan and other


the underlying

assets of the

company

70 07-Jun-19 ANDHRA

BANK MTL

TERM

LOAN

66.67 66.67 07-Jun-22 Gold loan and other


the underlying

assets of the

company

71 25-Jun-19 IFC TERM

LOAN

240.00 240.00 26-Jun-22 Eligible receivables

of the company

72 29-Jun-19 FEDERAL

BANK

TERM

LOAN

50.00 50.00 28-Jun-21 Gold Loan

Receivables

including other

Current Assets

73 29-Jun-19 AXIS BANK

TERM LOAN

TERM

LOAN

9.09 9.09 30-Sep-20 Entire Current

Assets including

Gold Loan

receivables


TERM LOAN

TERM

LOAN

9.09 9.09 30-Dec-20 Entire Current

Assets including

Gold Loan

receivables


TERM LOAN

TERM

LOAN

9.09 9.09 30-Mar-21 Entire Current

Assets including

Gold Loan

receivables


TERM LOAN

TERM

LOAN

9.09 9.09 30-Jun-21 Entire Current

Assets including

Gold Loan

receivables


TERM LOAN

TERM

LOAN

9.09 9.09 30-Sep-21 Entire Current

Assets including

Gold Loan

receivables


TERM LOAN

TERM

LOAN


Assets including

Gold Loan

receivables


TERM LOAN

TERM

LOAN


Assets including

Gold Loan

receivables


TERM LOAN

TERM

LOAN


Assets including

Gold Loan

receivables

81 08-Jul-19 Kotak Mahindra TERM

LOAN

12.50 12.50 08-Jul-20 Current Assets

including Gold

Loan Receivables

28


LOAN

12.50 12.50 08-Oct-20 Current Assets

including Gold

Loan Receivables


LOAN

12.50 12.50 08-Jan-21 Current Assets

including Gold

Loan Receivables


LOAN

12.50 12.50 08-Apr-21 Current Assets

including Gold

Loan Receivables


LOAN

12.50 12.50 08-Jul-21 Current Assets

including Gold

Loan Receivables

86 25-Jul-19 RBL Bank TERM

LOAN -

ECB


Book Debts & loans

and advances

including Gold

Loan Receivables

87 23-Aug-19 INDUSIND

WCL

STL/WCDL 200.00 200.00 21-Aug-20 Receivables and all

Current Assets

88 27-Aug-19 SBI LIFE TERM

LOAN

33.33 33.33 27-Aug-20 Gold loan and other


other current assets

of the company


LOAN




of the company


LOAN




of the company

91 18-Sep-19 PNB STL/WCDL 300.00 300.00 16-Sep-20 Current assets,

Book Debts &

Receivables

including Gold

Loan Receivables


Book Debts &

Receivables

including Gold

Loan Receivables


Book Debts &

Receivables

including Gold

Loan Receivables


Book Debts &

Receivables

including Gold

Loan Receivables

29

95 26-Sep-19 UCO TERM

LOAN

TERM

LOAN

8.34 8.34 30-Sep-20 Gold and Other

Loan Receivables

and Other Current

Assets


LOAN

TERM

LOAN

8.34 8.34 31-Dec-20 Gold and Other

Loan Receivables

and Other Current

Assets


LOAN

TERM

LOAN

8.34 8.34 31-Mar-21 Gold and Other

Loan Receivables

and Other Current

Assets


LOAN

TERM

LOAN

8.34 8.34 30-Jun-21 Gold and Other

Loan Receivables

and Other Current

Assets


LOAN

TERM

LOAN


Loan Receivables

and Other Current

Assets


LOAN

TERM

LOAN


Loan Receivables

and Other Current

Assets


LOAN

TERM

LOAN


Loan Receivables

and Other Current

Assets


LOAN

TERM

LOAN


Loan Receivables

and Other Current

Assets


LOAN

TERM

LOAN


Loan Receivables

and Other Current

Assets

104 30-Sep-19 PNB TERM

LOAN

TERM

LOAN

66.67 66.67 30-Jun-21 Current Assets of

the Company


LOAN

TERM

LOAN

66.67 66.67 30-Sep-21 Current Assets of

the Company


LOAN

TERM

LOAN

66.67 66.67 31-Dec-21 Current Assets of

the Company


LOAN

TERM

LOAN

66.67 66.67 31-Mar-22 Current Assets of

the Company


LOAN

TERM

LOAN

66.66 66.66 30-Jun-22 Current Assets of

the Company


LOAN

TERM

LOAN

66.66 66.66 30-Sep-22 Current Assets of

the Company

30

110 30-Sep-19 OBC TERM

LOAN

12.50 12.50 30-Sep-20 Current assets,

Book Debts & loans

and advances

including Gold

Loan Receivables


LOAN

12.50 12.50 31-Dec-20 Current assets,

Book Debts & loans

and advances

including Gold

Loan Receivables


LOAN

12.50 12.50 31-Mar-21 Current assets,

Book Debts & loans

and advances

including Gold

Loan Receivables


LOAN

12.50 12.50 30-Jun-21 Current assets,

Book Debts & loans

and advances

including Gold

Loan Receivables


LOAN


Book Debts & loans

and advances

including Gold

Loan Receivables


LOAN


Book Debts & loans

and advances

including Gold

Loan Receivables


LOAN


Book Debts & loans

and advances

including Gold

Loan Receivables


LOAN


Book Debts & loans

and advances

including Gold

Loan Receivables


LOAN


Book Debts & loans

and advances

including Gold

Loan Receivables


LOAN


Book Debts & loans

and advances

including Gold

Loan Receivables

31


LOAN


Book Debts & loans

and advances

including Gold

Loan Receivables


LOAN


Book Debts & loans

and advances

including Gold

Loan Receivables


LOAN


Book Debts & loans

and advances

including Gold

Loan Receivables

123 30-Sep-19 DLB STL/WCDL 33.00 33.00 28-Sep-20 Entire current assets

including

receivables

124 03-Oct-19 OBC STL/WCDL 80.00 80.00 02-Oct-20 Current assets,

Book Debts & loans

and advances

including Gold

Loan Receivables

125 07-Nov-19 WOORI BANK

TERM LOAN

TERM

LOAN

4.17 4.17 07-Aug-20 Gold Loan & Other

Current Receivable


TERM LOAN

TERM

LOAN

4.17 4.17 06-Nov-20 Gold Loan & Other

Current Receivable


TERM LOAN

TERM

LOAN

4.17 4.17 05-Feb-21 Gold Loan & Other

Current Receivable


TERM LOAN

TERM

LOAN

4.17 4.17 07-May-21 Gold Loan & Other

Current Receivable


TERM LOAN

TERM

LOAN


Current Receivable


TERM LOAN

TERM

LOAN


Current Receivable


TERM LOAN

TERM

LOAN

4.17 4.17 07-Feb-22 Gold Loan & Other

Current Receivable


TERM LOAN

TERM

LOAN

4.17 4.17 06-May-22 Gold Loan & Other

Current Receivable


TERM LOAN

TERM

LOAN


Current Receivable


TERM LOAN

TERM

LOAN


Current Receivable

135 23-Dec-19 FEDERAL

BANK

STL/WCDL 145.00 145.00 22-Dec-20 Gold Loan

Receivables

including other

Current Assets

136 23-Dec-19 BAJAJ TERM 6.25 6.25 30-Sep-20 Current Assets incl

32

FINANCE LTD LOAN Receivables

137 23-Dec-19 BAJAJ

FINANCE LTD

TERM

LOAN


Receivables

138 23-Dec-19 BAJAJ

FINANCE LTD

TERM

LOAN


Receivables

139 23-Dec-19 BAJAJ

FINANCE LTD

TERM

LOAN


Receivables

140 23-Dec-19 BAJAJ

FINANCE LTD

TERM

LOAN


Receivables

141 23-Dec-19 BAJAJ

FINANCE LTD

TERM

LOAN


Receivables

142 23-Dec-19 BAJAJ

FINANCE LTD

TERM

LOAN

6.25 6.25 04-Apr-22 Current Assets incl

Receivables

143 23-Dec-19 BAJAJ

FINANCE LTD

TERM

LOAN


Receivables

144 23-Dec-19 BAJAJ

FINANCE LTD

TERM

LOAN


Receivables

145 23-Dec-19 BAJAJ

FINANCE LTD

TERM

LOAN


Receivables

146 31-Dec-19 AXIS BANK

TERM LOAN

TERM

LOAN


Assets including

Gold Loan

receivables


TERM LOAN

TERM

LOAN


Assets including

Gold Loan

receivables


TERM LOAN

TERM

LOAN


Assets including

Gold Loan

receivables

149 29-Feb-20 HDFC BANK STL/WCDL 175.00 175.00 26-Aug-20 Entire

Receivables/Current

Assets

150 19-Mar-20 HDFC BANK STL/WCDL 175.00 175.00 15-Sep-20 Entire

Receivables/Current

Assets

151 20-Mar-20 UNION BANK STL/WCDL 50.00 50.00 16-Sep-20 Current Assets incl

Gold Loan

Receivables

152 20-Mar-20 Kotak Mahindra STL/WCDL 100.00 100.00 15-Sep-20 Current Assets

including Gold

Loan Receivables

153 26-Mar-20 INDIAN BANK STL/WCDL 200.00 200.00 21-Sep-20 Current Assets of

the Company

including

Receivable

33

154 26-Mar-20 FEDERAL

BANK WCDL

STL/WCDL 50.00 50.00 26-Mar-21 Gold Loan

Receivables

including other

Current Assets

155 30-Mar-20 ALAHABAD

BANK TERM

LOAN

TERM

LOAN

25.00 25.00 30-Jun-21 Standard Loan

Receivable and

entire other current

asset


BANK TERM

LOAN

TERM

LOAN

25.00 25.00 30-Sep-21 Standard Loan

Receivable and


asset


BANK TERM

LOAN

TERM

LOAN

25.00 25.00 31-Dec-21 Standard Loan

Receivable and


asset


BANK TERM

LOAN

TERM

LOAN

25.00 25.00 31-Mar-22 Standard Loan

Receivable and


asset


BANK TERM

LOAN

TERM

LOAN

25.00 25.00 30-Jun-22 Standard Loan

Receivable and


asset


BANK TERM

LOAN

TERM

LOAN

25.00 25.00 30-Sep-22 Standard Loan

Receivable and


asset


BANK TERM

LOAN

TERM

LOAN

25.00 25.00 31-Dec-22 Standard Loan

Receivable and


asset


BANK TERM

LOAN

TERM

LOAN

25.00 25.00 31-Mar-23 Standard Loan

Receivable and


asset

163 31-Mar-20 CORPORATION

BANK

STL/WCDL 250.00 250.00 27-Sep-20 On receivables of

Company

164 31-Mar-20 UNITED BANK STL/WCDL 50.00 50.00 27-Sep-20 Standard current

assets including

gold loan

receivables

165 31-Mar-20 CENTRAL

BANK TERM

LOAN

TERM

LOAN


Book Debts, Loans

advances and

receivables

including gold loan

receivable

34


BANK TERM

LOAN

TERM

LOAN


Book Debts, Loans

advances and

receivables

including gold loan

receivable


BANK TERM

LOAN

TERM

LOAN


Book Debts, Loans

advances and

receivables

including gold loan

receivable


BANK TERM

LOAN

TERM

LOAN


Book Debts, Loans

advances and

receivables

including gold loan

receivable


BANK TERM

LOAN

TERM

LOAN


Book Debts, Loans

advances and

receivables

including gold loan

receivable


BANK TERM

LOAN

TERM

LOAN


Book Debts, Loans

advances and

receivables

including gold loan

receivable


BANK TERM

LOAN

TERM

LOAN


Book Debts, Loans

advances and

receivables

including gold loan

receivable


BANK TERM

LOAN

TERM

LOAN


Book Debts, Loans

advances and

receivables

including gold loan

receivable

173 06-Apr-20 UNION BANK STL/WCDL 150.00 150.00 03-Oct-20 Current Assets incl

Gold Loan

Receivables

174 09-Apr-20 UNION BANK STL/WCDL 150.00 150.00 06-Oct-20 Current Assets incl

Gold Loan

Receivables

175 20-Apr-20 IDBI BANK STL/WCDL 100.00 100.00 17-Oct-20 Gold Loans and


176 22-Apr-20 IDBI BANK STL/WCDL 100.00 100.00 19-Oct-20 Gold Loans and


35

177 24-Apr-20 CORPORATION

BANK

STL/WCDL 250.00 250.00 21-Oct-20 On receivables of

Company

178 27-Apr-20 SYNDICATE

BANK

STL/WCDL 200.00 200.00 24-Oct-20 Gold Loan

Receivables & all

other Current

Assets of the

Company

179 28-Apr-20 SYNDICATE

BANK

STL/WCDL 200.00 200.00 25-Oct-20 Gold Loan

Receivables & all

other Current

Assets of the

Company

180 28-Apr-20 AXIS BANK STL/WCDL 75.00 75.00 25-Oct-20 On entire Current

Assets of the

Company

181 28-Apr-20 KVB WCL STL/WCDL 100.00 100.00 24-Oct-20 Gold Loan

Receivables & other

Current Assets

182 04-May-

20

STATE BANK

OF INDIA

STL/WCDL 100 100 03-Nov-20 Gold Loan

Receivables

including entire

Current Assets

183 06-May-

20

STATE BANK

OF INDIA

STL/WCDL 150 150 04-Feb-21 Gold Loan

Receivables

including entire

Current Assets

184 08-May-

20

STATE BANK

OF INDIA

STL/WCDL 150 150 05-Feb-21 Gold Loan

Receivables

including entire

Current Assets

185 20-May-

20

ICICI BANK STL/WCDL 200 200 16-Nov-20 Current assets,

Book Debts &

Receivables

including Gold

Loan Receivables

186 26-May-

20

ICICI BANK STL/WCDL 145 145 22-Nov-20 Current assets,

Book Debts &

Receivables

including Gold

Loan Receivables

187 20-May-

20

STATE BANK

OF INDIA


Receivables

including entire

Current Assets

188 29-May-

20

STATE BANK

OF INDIA


Receivables

including entire

Current Assets

189 29-May-

20

QATAR

NATIONAL

BANK

STL/WCDL 23 23 26-Aug-20 Entire

Receivables/Current

Assets

36

190 22-May-

20

KARNATAKA

BANK

TERM

LOAN

9.1 9.1 22-Aug-20 Receivables and

loans and advances

191 22-May-

20

KARNATAKA

BANK

TERM

LOAN

9.1 9.1 22-Nov-20 Receivables and

loans and advances

192 22-May-

20

KARNATAKA

BANK

TERM

LOAN

9.1 9.1 22-Feb-21 Receivables and

loans and advances

193 22-May-

20

KARNATAKA

BANK

TERM

LOAN

9.1 9.1 22-May-21 Receivables and

loans and advances

194 22-May-

20

KARNATAKA

BANK

TERM

LOAN


loans and advances

195 22-May-

20

KARNATAKA

BANK

TERM

LOAN


loans and advances

196 22-May-

20

KARNATAKA

BANK

TERM

LOAN

9.1 9.1 22-Feb-22 Receivables and

loans and advances

197 22-May-

20

KARNATAKA

BANK

TERM

LOAN

9.1 9.1 22-May-22 Receivables and

loans and advances

198 22-May-

20

KARNATAKA

BANK

TERM

LOAN


loans and advances

199 22-May-

20

KARNATAKA

BANK

TERM

LOAN


loans and advances

200 22-May-

20

KARNATAKA

BANK

TERM

LOAN

9 9 22-Feb-23 Receivables and

loans and advances

201 03-Jun-20 AXIS BANK STL/WCDL 125 125 30-Nov-20 On entire Current

Assets of the

Company

202 09-Jun-20 IDBI BANK STL/WCDL 70 70 04-Dec-20 Gold Loans and


203 12-Jun-20 UCO TERM

LOAN

TERM

LOAN


Loan Receivables

and Other Current

Assets


LOAN

TERM

LOAN


Loan Receivables

and Other Current

Assets


LOAN

TERM

LOAN


Loan Receivables

and Other Current

Assets


LOAN

TERM

LOAN


Loan Receivables

and Other Current

Assets


LOAN

TERM

LOAN


Loan Receivables

and Other Current

Assets

37


LOAN

TERM

LOAN


Loan Receivables

and Other Current

Assets


LOAN

TERM

LOAN


Loan Receivables

and Other Current

Assets


LOAN

TERM

LOAN


Loan Receivables

and Other Current

Assets


LOAN

TERM

LOAN


Loan Receivables

and Other Current

Assets


LOAN

TERM

LOAN


Loan Receivables

and Other Current

Assets


LOAN

TERM

LOAN


Loan Receivables

and Other Current

Assets


LOAN

TERM

LOAN


Loan Receivables

and Other Current

Assets

215 17-Jun-20 SOUTH

INDIAN BANK

STL/WCDL 65.00 65.00 14-Dec-20 Loan Receivables,

Book Debts &

Other Current

Assets

216 16-Jun-20 SYNDICATE

BANK

STL/WCDL 100.00 100.00 12-Dec-20 Gold Loan

Receivables & all

other Current

Assets of the

Company

217 17-Jun-20 ANDHRA

BANK STL

STL/WCDL 120 120 15-Sep-20 Gold loan and other


the underlying

assets of the

company

218 17-Jun-20 Kotak Mahindra STL/WCDL 100 100 14-Sep-20 Current Assets

including Gold

Loan Receivables

219 20-Jun-20 AXIS BANK STL/WCDL 50 50 15-Dec-20 On entire Current

Assets of the

Company

220 23-Jun-20 VIJAYA BANK

- NOW BOB

STL/WCDL 150 150 20-Dec-20 Entire Current

Assets including

Gold Loan

receivables

38

221 23-Jun-20 HDFC BANK STL/WCDL 100 100 20-Dec-20 Entire

Receivables/Current

Assets

222 25-Jun-20 SOUTH

INDIAN BANK

STL/WCDL 25 25 22-Dec-20 Loan Receivables,

Book Debts &

Other Current

Assets


BANK

STL/WCDL 100 100 21-Dec-20 Gold Loan

Receivables & all

other Current

Assets of the

Company


BANK

STL/WCDL 150 150 25-Dec-20 Gold Loan

Receivables & all

other Current

Assets of the

Company

225 29-Jun-20 HDFC BANK STL/WCDL 100 100 26-Dec-20 Entire

Receivables/Current

Assets

226 29-Jun-20 FEDERAL

BANK WCDL

STL/WCDL 90 90 29-Jun-21 Gold Loan

Receivables

including other

Current Assets

227 30-Jun-20 UNION BANK STL/WCDL 100 100 27-Dec-20 Current Assets incl

Gold Loan

Receivables

228 30-Jun-20 INDUSIND TL TERM

LOAN

200 200 29-Jun-22 Receivables and all

Current Assets

229 Cash

Credit

AXIS BANK CASH

CREDIT

50.00 4.85 Cash Credit On entire Current

Assets of the

Company

230 Cash

Credit

ICICI BANK CASH

CREDIT

5.00 0.00 Cash Credit Current assets,

Book Debts &

Receivables

including Gold

Loan Receivables

231 Cash

Credit

UNION BANK CASH

CREDIT

150.00 143.28 Cash Credit Current Assets incl

Gold Loan

Receivables

232 Cash

Credit

ANDHRA

BANK

CASH

CREDIT

80.00 4.80 Cash Credit Gold loan and other


the underlying

assets of the

company

233 Cash

Credit

PUNJAB

NATIONAL

BANK

CASH

CREDIT/BG


Book Debts &

Receivables

including Gold

Loan Receivables

39

234 Cash

Credit

ORIENTAL

BANK OF

COMMERCE

CASH

CREDIT


Book Debts & loans

and advances

including Gold

Loan Receivables

235 Cash

Credit

BANK OF

BARODA (

VIJAYA BANK

)

CASH

CREDIT

50.00 46.34 Cash Credit Entire Current

Assets including

Gold Loan

receivables

236 Cash

Credit

IDBI BANK CASH

CREDIT/BG

180.00 171.83 Cash Credit Gold Loans and


237 Cash

Credit

SOUTH

INDIAN BANK

CASH

CREDIT

10.00 6.77 Cash Credit Loan Receivables,

Book Debts &

Other Current

Assets

238 Cash

Credit

CANARA

BANK

CASH

CREDIT

100.00 71.01 Cash Credit Entire Current

Assets including

Assets receivables

239 Cash

Credit

FEDERAL

BANK

CASH

CREDIT

5.00 4.35 Cash Credit Gold Loan

Receivables

including other

Current Assets

240 Cash

Credit

STATE BANK

OF INDIA

CASH

CREDIT

475.00 439.66 Cash Credit Entire current assets

including

receivables

241 Cash

Credit

DLB CASH

CREDIT

1.00 0.47 Cash Credit Entire current assets

including

receivables

242 Cash

Credit

YES BANK CASH

CREDIT

30.00 - Cash Credit Current Assets,

Book Debts &

Receivables

(i) Details of Unsecured Loan Facilities: -

Loan

Date

Lenders Name ledger

Code

Loan

Amount/Oustanding

Int

Rate

Maturity

Date

Type Of Facility

12-Sep-19

IBM India Pvt Ltd.

40602 1,42,30,324.06 7.91% 1-Jul-20 Unsecured Loan Refinancing

9-Dec-19 IBM India Pvt Ltd.

40602 1,55,23,574.26 7.75% 1-Jul-20 Unsecured Loan Refinancing

9-Dec-19 IBM India Pvt Ltd.

40602 1,58,59,358.84 7.75% 1-Oct-20 Unsecured Loan Refinancing

5-Apr-20 IBM India Pvt Ltd.

40602 1,68,00,890.49 7.75% 1-May-20

Unsecured Loan Refinancing


40602 1,57,10,992.39 7.75% 1-Aug-20


40


40602 1,60,71,307.79 7.75% 1-Oct-20 Unsecured Loan Refinancing


40602 1,64,39,886.65 7.75% 1-Feb-21 Unsecured Loan Refinancing

19-06-20 IBM India Pvt Ltd.

40602 92,92,639.20 7.75% 1-Jul-20 Unsecured Loan Refinancing


40602 92,92,639.20 7.75% 1-Oct-20 Unsecured Loan Refinancing


40602 92,92,639.20 7.75% 10-Jan-21



40602 92,92,639.20 7.75% 1-Apr-21 Unsecured Loan Refinancing

DETAILS OF COMMERCIAL PAPER

Date of Maturity Maturity Amount (Rs in cr)

30-Sep-19 25.00

13-Nov-19 100.00

23-Apr-20 250.00

23-Apr-20 250.00

27-Apr-20 100.00

15-May-20 250.00

15-May-20 25.00

18-May-20 250.00

20-May-20 250.00

16-Jun-20 100.00

16-Jun-20 150.00

1,750.00

(ii) Details of non-convertible debentures (“NCDs”) ( Institutional NCDs - listed) -

Debenture

Series/ISIN

Period of

Maturity

Coupon Amount Date of

Allotment

Redempti

on Date/

Schedule

Credit

Rating

(at time

of

allotment

)

Secured

/

unsecur

ed

Security

INE522D07AD0 3 years 8.80% 200

crores

30.10.2017 30.10.2020 AA-

CRISIL

Secured first ranking

pari passu

charge by

way of

hypothecation

over present

41

Debenture

Series/ISIN

Period of

Maturity


Allotment

Redempti

on Date/

Schedule

Credit

Rating

(at time

of

allotment

)

Secured

/

unsecur

ed

Security

and future

gold loan

receivables of

the Company

INE522D07AE8 1, 2 and 3

years

IDFC

Bank 3

months

MCLR

plus

spread as

reset on

coupon

reset

date9.50%

(XIRR)

which

translates

to

approx..

9.11% on

monthly

reset basis

199.50

Cr

29.06.2018 29.06.2019

,

29.06.2020

,29.06.2021

CRISIL

AA-


pari passu

charge by

way of

hypothecation

over present

and future

gold loan

receivables of

the Company

INE522D07AF5 1, 2 and 3

years

IDFC

Bank 3

months

MCLR

plus

spread as

reset on

coupon

reset

date9.50%

(XIRR)

which

translates

to

approx..

9.11% on

monthly

reset basis

50.5 Cr 31.07.2018 31.07.2019

,

31.07.2020.

31.07.2021

CRISIL

AA-


pari passu

charge by

way of

hypothecation

over present

and future

gold loan

receivables of

the Company

INE522D07BB2 3 years 10.50% Rs. 215

Cr.

27th Sep

2019

27th Sep

2022

CRISIL

AA/Stable

Secured ranking pari

passu charge

on the present

and future

receivables of

Company

INE522D07BC0 3 years 9.75% Rs.250

Cr

07th Nov

2019

07th Nov

2022

CRISIL

AA/Stable


passu charge

on the present

and future

42

Debenture

Series/ISIN

Period of

Maturity


Allotment

Redempti

on Date/

Schedule

Credit

Rating

(at time

of

allotment

)

Secured

/

unsecur

ed

Security

receivables of

Company

INE522D07BD8 3 years 9.75% 200

Crores

18th Nov

2019

18th Nov

2022

CRISIL

AA/Stable


passu charge

on the present

and future

receivables of

Company

INE522D07BE6 2 years 9.75% 350

Crores

31st Dec

2019

31st Dec

2021

CRISIL

AA/STAB

LE


passu charge

on the present

and future

receivables of

Company

INE522D07BH9 3 years 9.25% 200

crores

27th March

2020

27th March

2023

CRISIL/

AA/Stable


passu charge

on receivables

INE522D07BI7 3 years 9% 100

crores

08th May

2020

08th May

2023

CARE

AA/Stable


passu charge

on receivables

INE522D07BJ5 3 years 9.10% 500

crores

01st June

2020

01st June

2023

CARE

AA/Stable


passu charge

on receivables

INE522D07BK3 18 months 8.75% 250

crores

12th June

2020

12th

December2

021

CARE

AA/Stable


passu charge

on receivables

INE522D07BL1 18 months 8.75 150

crores

23rd June

2020

23rd

December

2021

CRISIL

AA/Stable


passu charge

on receivables

The public issue NCDs are secured by mortgage over the immovable property of the Company

and on current assets, book debts, receivables as described in relevant Debenture Trust Deed.

The retail NCDs are secured by the Gold loan receivables of the Company as detailed in the

relevant debenture trust.

(iii) List of Top 10 Debenture Holders (last quarter ended)

SL NO

NAME NCDs TOT AMT BOPAN

1 STATE BANK OF INDIA 5000 5000000000.00 AAACS8577K

2 ADITYA BIRLA SUN LIFE TRUSTEE PRIVATE LIMITED A/C ADITYA BIRLA SUN LIFE L DURATION FUND 4550 4550000000.00 AAATB0102C

3 SBI EQUITY HYBRID FUND 4500 4500000000.00 AABTS6407Q

4 UNION BANK OF INDIA 4000 4000000000.00 AAACU0564G

5 ICICI PRUDENTIAL BALANCED ADVANTAGE FUND 3650 3650000000.00 AAAAI0038F

6 HDFC TRUSTEE COMPANY LTD A/C HDFC FLOATING RATE DEBT FUND 3000 3000000000.00 AAATH1809A

43

7 IDFC FIRST BANK LIMITED 2500 2500000000.00 AADCI6523Q

8 CENTRAL BANK OF INDIA 2500 2500000000.00 AAACC2498P

9 KOTAK SAVINGS FUND 2000 2000000000.00 AAATK4475F

10 RELIANCE CAPITAL TRUSTEE CO LTD-A/C NIPPON INDIA SHORT TERM FUND 1700 1700000000.00 AAATR0090B

(iv) The amount of corporate guarantee issued by the Issuer along with name of the counterparty (like

name of the subsidiary, joint venture entity, group company, etc) on behalf of whom it has been

issued- Nil

(v) Details of Commercial Papers:- The total face value of Commercial Papers Outstanding as on the latest

quarter end and its breakup in following table:-

Date of Maturity Maturity Amount (Rs in cr)

30-Sep-19 25.00

13-Nov-19 100.00

23-Apr-20 250.00

23-Apr-20 250.00

27-Apr-20 100.00

15-May-20 250.00

15-May-20 25.00

18-May-20 250.00

20-May-20 250.00

16-Jun-20 100.00

16-Jun-20 150.00

1,750.00

(vi) Details of rest of the borrowing ( if any including hybrid debt like foreign currency convertible bonds,

optionally convertible debentures /preference shares )-

USD Bond:

Date of

Availm

ent

NAME(Hedg

ing Bank)

LED

GER

COD

E

TYPE Hedg

ing

Type

Amount

Availed

USD

Conver

sion

Rate

INR

Amount INR Rate Rate

(all

cost)

Teno

r

Matur

ity

date

14-Jan-

20

Federal Bank 41309 USD

Bond

Swap

5,00,00,00

0

70.96

3,54,80,00,000

11.4

5%

11.8

0%

1095 13-Jan-

23

14-Jan-

20

RBL Bank 41309 USD

Bond

Swap

5,00,00,00

70.96

3,54,80,00,000

11.4

5%

11.8

0%

1095 13-Jan-

23

44

0

14-Jan-

20

State Bank of

India

41309 USD

Bond

Swap

5,00,00,00

0

70.96

3,54,80,00,000

11.4

5%

11.8

0%

1095 13-Jan-

23

14-Jan-

20

State Bank of

India

41309 USD

Bond

Forw

ard

15,00,00,0

00

70.96

10,64,40,00,00

0

11.3

8%

11.8

0%

1095 13-Jan-

23

(vii) 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

(viii) Details of any outstanding borrowings taken/ debt securities issued where taken / issued (i) for

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

pursuance of an option. - The Company has not issued any debentures for consideration other than cash.

I. Details of Promoters and Promoter Group of the Company as on latest quarter end .

Sr.

No.

Name of

Shareholder

Total

No.

equity

shares

Sharehold

ing %

calculated

as per

SCRR,

1957 As a

% of

(A+B+C2)

No. of

Shares

Underlyin

g

Outstandi

ng

convertibl

e

securities

(including

Warrants)

Shareholding ,

as a %

assuming full

conversion of

convertible

securities ( as a

percentage of

diluted share

capital)

Shares Pledged of

otherwise

encumbered

Number

of equity

shares

held in

demateri

alized

form

No. (a) As a % of

total

shares

held

(b)

1 NANDAKUM

AR V P

2436721

71

28.831 0 28.831 5000000 2.052 2436721

71

2 SUSHAMA

NANDAKUM

AR

4800107

8

5.679 0 5.679 0 0 4800107

8

3 JYOTHI 4462165 0.528 0 0.528 0 0 4462165

4 SUHAS

NANDAN

17051 0.002 0 0.002 0 0 17051

5 SUMITHA

JAYASANKA

R

0 0 0 0 0 0 0

45

Sr.

No.

Name of

Shareholder

Total

No.

equity

shares

Sharehold

ing %

calculated

as per

SCRR,

1957 As a

% of

(A+B+C2)

No. of

Shares

Underlyin

g

Outstandi

ng

convertibl

e

securities

(including

Warrants)

Shareholding ,

as a %

assuming full

conversion of

convertible

securities ( as a

percentage of

diluted share

capital)

Shares Pledged of

otherwise

encumbered

Number

of equity

shares

held in

demateri

alized

form

6 SOORAJ

NANDAN

3674 0 0 0 0 0 3674

7 SHELLY

EKALAVIAN

0 0 0 0 0 0 0

J. Abridged Version of Audited Consolidated (wherever available) and Standalone Financial Information (

like profit & loss statement, balance sheet and cash flow statement) for at least last three years and auditor

qualifications, if any: . Concerned Details are part of the enclosed 3 years finacials set

K. Abridged Version of Latest Audited / Limited Review Half Yearly Consolidated (wherever available) and

Standalone Financial Information (like profit & loss statement, and balance sheet) and Auditors

Qualifications, If Any – Concerned Details are part of the enclosed 3 years finacials set

L. 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:

The Issuer hereby declares that there has been no material event, development or change at the time of issue which

may affect the issue or the investor’s decision to invest/ continue to invest in the debt securities of the Issuer.

M. NAME OF DEBENTURE TRUSTEE

The Company has appointed Catalyst Trusteeship Limited (formerly known as GDA Trusteeship Limited) a SEBI

approved entity as the agent and trustees for and on behalf of the Debenture holders. The address and contact

details of the Debenture Trustee are as under:

CATALYST TRUSTEESHIP LIMITED (formerly known as GDA Trusteeship Limited)

Address: GDA House, Plot No.85, Bhusari

Colony (Right), Paud Road, Pune – 411038

Branch office at Office No. 83-87, 8th floor,

Mittal Tower, B Wing, Nariman Point,

Mumbai - 400021

Tel No: +91 020-25280081

Fax No: +91 020-25280275

Email address: [email protected]

Website www.catalysttrustee.com

46

The Catalyst Trusteeship Limited (formerly known as GDA Trusteeship Limited) has given its consent to be

appointed as the Debenture Trustee to this Issue.

Role and Responsibilities of Debenture Trustee

The Company will enter into a Debenture Trustee Agreement/Debenture Trust Deed, inter-alia, specifying

the powers, authorities and obligations of the Company and the Trustees in respect of the Debentures.

The Debenture holders shall, without any further act or deed, be deemed to have irrevocably given their consent to

and authorized the trustees or any of their Agents or authorized officials to do, inter alia, all such acts, deeds and

things necessary in respect of or relating to the security to be created for securing the Debentures being offered in

terms of this Disclosure Documents. All rights and remedies under the Debenture Trust Deed and/or other

Transaction Documents shall rest in and be exercised by the Trustees without having it referred to the Debenture

holders. Any payment made by the Company to the Trustees on behalf of the Debenture Holder(S) shall discharge

the Company pro tanto to the Debenture holder(s).

N. Rating Rationale and Credit Rating Letter adopted by Rating Agencies

CRISIL AA Stable

Instruments with this rating are considered to have high degree of safety regarding timely servicing of financial

obligations. Such instruments carry low credit risk.

CRISIL has issued the rating rationale .

The rating letter and rationale are enclosed as Annexure III of this Disclosure Document

The above ratings are not a recommendation to buy, sell or hold securities and investors should take their own

decision. The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and

each rating should be evaluated independently of any other rating. The ratings obtained are subject to revision at

any point of time in future. The rating agencies have the right to suspend, withdraw the rating at any time on the

basis of new information etc.

O. Details/Copy of Guarantee Letter or Letter of Comfort or Any Other Document / Letter with Similar

Intent, If Any

Not Applicable

P. Consent Letter from the Trustee

The consent letter of Trustee enclosed as Annexure IV of this Disclosure Document.

Q. NAMES OF ALL THE RECOGNISED STOCK EXCHANGES WHERE THE DEBT SECURITIES ARE

PROPOSED TO BE LISTED.

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

Designated Stock Exchange in accordance with Securities and Exchange Board of India (Issue and Listing of Debt

Securities) Regulations, 2008.

The Company shall forward the listing application to the BSE within the 15 days from the Deemed Date of

Allotment(s).

In case of delay in listing of the debt securities beyond 20 days from the Deemed Date of Allotment(s), the

Company will pay penal interest of 1 % p.a. over the coupon rate/effective yield rate from the expiry of 30 days

from the Deemed Date of Allotment till the date of listing of such Debentures, to the investor.

47

R. OTHER DETAILS

Debenture Redemption Reserve (DRR)

Debenture Redemption Reserve is not required to be created for issue of privately placed debentures by

NBFCs/registered with Reserve Bank of India.

The Company also undertakes that, if there is any further guidelines are formulated (or modified or revised) by the

Central Government or any other authority in respect of creation of Debenture Redemption Reserve the Company

shall abide by such guidelines.

S. Issue/Instrument Specific Regulations - Relevant Details (Companies Act, RBI Guidelines, etc.)

(i) ISSUE DETAILS

Rated, listed, secured, non-convertible debentures to be issued in dematerialized form on a private

placement basis for issue of rated, listed, secured, non-convertible debentures having face value of Rs.

10 lakh each to be issued in dematerialized form (“Debentures”) for cash at par for an amount of Rs. 10

crores as base issue with an option to retain oversubscription of Rs.340 crores aggregating to Rs.350

crores

AUTHORITY FOR THE PLACEMENT

This private placement of Debentures is being made pursuant to the resolution of the Board of Directors

passed at its meeting held on March 19, 2020 approved the placement of Debentures aggregating to Rs.

4500 crores (Four Thousand Five Hundred Crores) . The present Issue is within the general borrowing

limits in terms of the resolution passed on August 28, 2020 under Section 180(1)(c) of the Act. giving

their consent to the borrowing by the Directors of the Company from time to time not exceeding the paid

up share capital of the Company and its free reserves, that is to say, reserves not set apart for any specific

purpose, provided that the total amount up to which monies may be borrowed by the Board of Directors

shall not exceed the sum of Rs. 30,000,00,00,000 (Rupees Thirty Thousand crores).

The Company can carry on its existing activities and future activities planned by it in view of the existing

approvals, and no further approvals from any government authority are required by the Company to carry

on its said activities.

(ii) UTILIZATION OF THE ISSUE PROCEEDS

The proceeds of the Issue will not be used for any specific project and shall be utilized for: (i) the general

corporate purposes of the Issuer including repayment of existing debt; and (ii) for onward-lending in the

regular course of business. The net proceeds from the Issue shall not be used in contravention of the RBI

guidelines applicable to NBFCs including any policy applicable to banks on investment in NBFCs.

No part of the proceeds of the Debentures would be utilized by the Issuer directly or indirectly towards

capital markets and real estate purposes. Hence the subscription to the current Debentures issue would

not be considered /treated as a capital market exposure.

The expenses of the present issue would also be met from the proceeds of the Issue. The main object

clause of the MoA of the Company enables it to undertake the activities for which the funds are being

raised through the present issue and also the activities, which the Company has been carrying on till date.

The proceeds of this Issue after meeting all expenses of the Issue will be used by the Company for

meeting issue objects.

48

(iii) DEBENTURES IN DEMATERIALIZED FORM

The Company has made depository arrangements with National Securities Depository Limited (NSDL) /

Central Depository Services (India) Limited (CDSL) for issuance of the Debentures in dematerialized

form. The investor has to necessarily hold the Debentures in dematerialized form and deal with the same

as per the provisions of the Depositories Act, the regulations made thereunder and the rules, regulations

and the byelaws of NSDL or CDSL, as the case may be (as amended from time to time). The normal

procedures followed for transfer of securities held in dematerialized form shall be followed for transfer of

these Debentures held in electronic form. The seller should give delivery instructions containing details

of the buyer’s DP account to his depository participant.

Applicants to mention their DP’s name, DP identification number and beneficiary account number/client

id in the appropriate place in the application form.

Interest or other benefits with respect to the Debentures would be paid to those Debenture Holders whose

names appear on the list of beneficial owners given by the Depositories to the Issuer as on a record

date/book closure date. The Issuer would keep in abeyance the payment of interest or other benefits, till

such time that the beneficial owner is identified by the Depository and informed to the Issuer where upon

the interest/benefits will be paid to the beneficiaries within a period of 30 days.

RIGHT TO FURTHER ISSUE THE DEBENTURES

Company reserves right to make multiple issuances under the same ISIN with reference to SEBI Circular

CIR/IMD/DF-1/ 67 /2017 dated June 30, 2017 and SEBI Circular CIR/DDHS/P/59/2018 dated March 28,

2018.

Issue can be made either by way of creation of fresh ISIN or by way of issuance under the existing ISIN at

premium /par/discount as the case may be in line with SEBI Circular CIR/IMD/DF-1/ 67 /2017 dated June

30, 2017 and SEBI Circular CIR/DDHS/P/59/2018 dated March 28, 2018.

(iv) TRANSFER OF DEBENTURES

Debentures shall be transferred subject to and in accordance with the Depositories Act, the regulations

made thereunder and the rules, regulations and the byelaws of NSDL or CDSL, as the case may be (as

amended from time to time) and any other applicable laws and rules notified in respect thereof. The

normal procedure followed for transfer of securities held in dematerialized form shall be followed for

transfer of these Debentures held in electronic form. The seller should give delivery instructions

containing details of the buyer’s DP account to his depository participant.

Transfer of the Debentures to and from NRIs/ OCBs, in case they seek to hold the Debentures and are

eligible to do so, will be governed by the then prevailing guidelines of RBI. The transferee(s) should

ensure that the transfer formalities are completed prior to the Record Date. In the absence of the same,

interest will be paid/ redemption will be made to the person, whose name appears in the records of the

Depository. In such cases, claims, if any, by the transferee(s) would need to be settled with the

transferor(s) and not with the Company.

49

(v) DISPUTES AND GOVERNING LAW

The Debentures shall be construed to be governed in accordance with Indian Law. The courts of Mumbai

alone shall have jurisdiction in connection with any matter arising out of or under these precincts.

Over and above the aforesaid terms and conditions, the said Debentures shall be further subject to the

terms and conditions specified in the Debentures to be issued to the Allottees, the Debenture Trust Deed

and the other Transaction Documents.

(vi) APPLICATION PROCESS:

(a) How to Apply

The Issue will open on the Issue Opening Date and close on the Issue Closing Date (both days

inclusive) as stated herein below. Potential investors who wish to invest in the Issue are

requested to submit an application for the Debentures with all the accompanying documents and

the application money at any time starting from the issue opening date and up to the issue

closing date.

The Company shall pay interest on the application money at the rate to be set out herein. On the

Issue Closing Date, the cut-off time for submitting the application along with the accompanying

documents and the application money is 6:00 pm, if application money is credited through

RTGS. Applications for the Debentures must be made in the Application Form and must be

completed in block letters in English by investors. The full amount of the face value applied for

has to be paid along with the delivery of the fully completed and executed Application Form

together with other applicable documents described below.

(b) Who can apply

Only eligible investors who have been addressed through a communication directly by the

Company can apply. No person who has not received a direct communication from the

Company may apply in this Issue. The following categories of investors, when specifically

approached, are eligible to apply for this private placement of Debentures.

Scheduled commercial banks in India;

NBFCs and Residuary Non-Banking Companies;

Indian companies;

Mutual Funds;

Rural regional banks in India;

Insurance companies registered with Insurance Regulatory and Development Authority;

Financial institutions, including all India financial institutions;

Housing finance companies registered with the National Housing Board; and

Other eligible investors as per the concerned guidelines and regulations.

Any other investor authorized to invest in these Debentures. All Investors are required to comply

with the relevant regulations / guidelines applicable to them for investing in this issue of

Debentures. Foreign Institutional Investors are allowed to purchase the Debentures on the

secondary market subject to applicable law.

50

(c) Procedure for applying in dematerialised form

The applicant must have at least one beneficiary account with any of the DP’s of

NSDL/CDSL prior to making the application.

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”.

Debentures allotted to an applicant will be credited to the applicant’s respective

beneficiary account(s) with the DP.

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.

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.

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.

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 Depository(ies)

as on the record date. In case of those Debentures for which the beneficial owner is not

identified in the records of the Depository(ies) 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 Depository(ies) and conveyed to the

Issuer, whereupon the redemption amount and benefits will be paid to the beneficiaries,

as identified.

(vii) Notices

The notices to the Debenture holder(s) required to be given by the Company or the Trustees shall be

deemed to have been given if sent by registered post to the sole/first Allottee or sole/first registered

holder of the Debentures, as the case may be. All notices to be given by the Debenture holder(s) shall be

sent by registered post or by hand delivery to Registrars or to such persons at such address as may be

notified by the Company from time to time.

All transfer related documents, tax exemption certificates, intimation for loss of Letter of

Allotment/Debenture(s), etc., requests for issue of duplicate debentures, interest warrants etc. and/or any

other notices / correspondence by the Debenture Holder(s) to the Company with regard to the issue

should be sent by registered post or by hand delivery to the Registrar, or to such persons at such persons

at such address as may be notified by the Company from time to time.

51

(viii) Letter/s of allotment/refund order(s) and interest in case of delay in dispatch

The beneficiary account of the investor(s) with National Securities Depository Ltd. (NSDL)/ Central

Depository Services Ltd (CDSL) Depository Participant will be given initial credit within two working

days from the Deemed Date of Allotment. The initial credit in the account will be akin to the letter of

allotment.

The Issuer further agrees to pay interest as per the applicable provisions of the Companies Act, 1956, if

the allotment letters/refund orders have not been dispatched to the applicants within 30 days from the

date of the closure of the issue.

(ix) Right to Accept or Reject Applications

The Company reserves it’s full, unqualified and absolute right to accept or reject any application, in part

or in full, without assigning any reason thereof. The applicants will be intimated about such rejection

along with the refund warrant, together with interest on application money, if applicable, from the date of

realization of the cheque(s)/ demand drafts(s) till one day prior to the date of refund. The application

forms that are not complete in all respects are liable to be rejected and such applicant would not be paid

any interest on the application money. Application would be liable to be rejected on one or more

technical grounds, including but not restricted to:

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

(b) Applications exceeding the issue size;

(c) Bank account details not given;

(d) Details for issue of Debentures in electronic/ dematerialized form not given; PAN not mentioned

in appropriate place.

(e) In case of applications under power of attorney by limited companies, corporate bodies, trusts,

etc. relevant documents not submitted;

In the event, if any Debenture(s) applied for is/ are not allotted in full, the excess application money of

such Debentures will be refunded, as may be permitted.

(x) PAN/GIR Number

All applicants should mention their PAN or the GIR Number allotted under Income Tax Act, 1961 and

the Income Tax Circle / Ward / District. In case where neither the PAN nor the GIR Number has been

allotted, the fact of such a non-allotment should be mentioned in the Application Form in the space

provided.

(xi) Signatures

Signatures should be made in English or in any of the Indian languages. Thumb impressions must be

attested by an authorized official of a Bank or by a Magistrate/Notary Public under his/her official seal.

52

2. ISSUE DETAILS -

Summary of Term of Issuance of the Debentures: Annexure V

A. DISCLOSURES PERTAINING TO WILFUL DEFAULT

(i) Name of the Bank declaring the entity as a wilful defaulter: Not applicable

(ii) The year in which the entity is declared as a wilful defaulter: Not applicable

(iii) Outstanding amount when the entity is declared as a wilful defaulter: Not applicable

(iv) Name of the entity declared as a wilful defaulter: Not applicable

(v) Steps taken, if any, for the removal from the list of wilful defaulters: Not applicable.

(vi) Other disclosures, as deemed fit by the Issuer in order to enable investors to take informed decisions:

None.

(vii) Any other disclosure as specified by the board of directors: None.

B. ADDITIONAL COVENANTS / UNDERTAKING BY THE COMPANY

The Issuer undertakes that:

(i) Undertaking regarding RBI/ECGC defaulters list as per declaration submitted to the Company this is to

confirm that none of its Directors are appearing on the RBI/ECGC defaulters list.

(ii) This is to undertake that documents for the creation of the charge, where applicable, including the Trust

Deed would be executed within the time frame prescribed in the relevant regulations/act/rules etc. and the

same would be uploaded on the website of the Designated Stock Exchange, where the debt securities

have been listed, within five working days of execution of the same.

(iii) This is to undertake that permission / consent from the prior creditor for a second or pari passu charge

will be taken from existing creditors, where applicable, in favour of the Trustee to the proposed Issue.

(iv) Security creation (where applicable): In case of delay in execution of the Debenture Trust Deed and

Security Documents, the Company will refund the subscription with agreed rate of interest or will pay

penal interest of at least 2% p.a. over the coupon rate till these conditions are complied with at the option

of the investor.

(v) Default in Payment

In case of default in payment of Interest and/or principal redemption on the due dates, additional interest

of at the rate of 2% p.a. over the coupon rate will be payable by the Company for the defaulting period.

(vi) Delay in Listing

In case of delay in listing of the debt securities beyond 20 days from the deemed date of allotment, the

Company will pay penal interest of at least 1 % p.a. over the coupon rate from the expiry of 30 days from

the deemed date of allotment till the listing of such debt securities to the investor.

53

C. DECLARATION

54

D. DISCLOSURES AS PER ELECTRONIC BOOK MECHANISM

(i) Pay in Date: Pay in Date can be T+1 or T+2

(ii) Manner of Bidding: Open Book or Close Book Bidding

(iii) Mode of Allotment / Allocation option: Uniform Yield/Multiple Price/ Multiple Rate

(iv) Mode of Settlement: ICCL/Escrow Mechanism

(v) And any other such disclosures a suggested

E. MANNER OF BIDDING

Since the Issue size of rated, listed, secured, non-convertible debentures having face value of Rs. 10 lakh each to

be issued in dematerialized form (“Debentures”) for cash at par for an amount of Rs. 10 crores as base issue with

an option to retain oversubscription of Rs.340 crores aggregating to Rs.350 crores, ,the Issuer shall abide by SEBI

EBP Circular along with the Operational Guidelines. Set out below is the bidding process in brief for your ready

reference:

1. The Issuer is registered with BSE BOND-EBP Platform.

2. The Investor(s) should register themselves with BSE BOND-EBP Platform from the below URL:

https://bond.bseindia.com/Issuer_Registration.aspx

3. Time line for issue setup and bidding window:

Activity Timeline

Uploading the Disclosure Document and Term

Sheet with BSE BOND-EBP Platform

At least two working days prior to the start of issue

opening date.

Bidding announcement on BSE BOND-EBP

Platform along with details of bid opening and

closing time

At least one working day before initiating the

bidding process.

Time frame for Bidding window The bidding window shall be open for at least one

hour.

4. Bids shall be made by way of entering bid amount in Rupees (INR) and yield in basis points i.e. up to

four decimal points.

5. For further details, Investors should refer the SEBI EBP Circular and the Operating Guidelines.

6. 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 set out in the Application Form. 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.

https://bond.bseindia.com/Issuer_Registration.aspx

55

7. Settlement:

8. Pay-in towards the allotment of allotment of securities shall be done from the account of the bidder, to

whom allocation is to be made. Pay in shall be done through clearing corporation of BSE.

Settlement Summary

Timelines Activity for Clearing Corporation

T Day Bidding Date

T+1 Day Successful bidders to transfer funds from bank account(s) registered with BSE BOND

to the bank account of ICCL to the extent of funds pay-in obligation on or before

10:30 hours.

The Designated Bank Account of ICCL shall be as shared by BSE to the Investors.

Issuer to inform BSE BOND about the final decision of the Issuer to go-ahead with

allotment for the issue by 12:00 hours.

Issuer to give instruction to RTA for crediting securities to successful bidders. RTA

to provide corporate action file along with all requisite documents to Depositories by

12:00 hours.

Clearing corporation to initiate transfer of funds to the bank accounts designated by

the Issuer.

Activity for Depositories

Depositories on the instruction of Issuer or through its RTA, will be crediting the Debentures to the

demat account of the Investors.

9. Post-Allocation Disclosures by the EBP

Upon final allocation by the Issuer, the Issuer shall disclose the Issue Size, yield, ISIN, number of

successful bidders, category of the successful bidder(s), etc., in accordance with the Operational

Guidelines. The EBP shall upload such data, as provided by the Issuer, on its website to make it available

to the public.

10. Offer or Issue of Disclosure Document to Successful Bidders

The Private Placement Offer Letter along with the Application Form will be issued to the successful

bidders. Successful bidders will be required to complete and submit the Application Form and Private

Placement Offer Letter to the Issuer in order to accept the offer of Debentures. No person other than the

successful bidders to whom the Private Placement Offer Letter has been issued by Issuer may apply for

the Issue through the PPOAL and any Application Form received from a person other than those

specifically addressed will be invalid.

11. Splitting and Consolidation

Splitting and consolidation of the Debentures is not applicable in the demat mode form since the saleable

lot is one Debenture.

56

FORM NO PAS-4

PRIVATE PLACEMENT OFFER CUM APPLICATION LETTER Pursuant to section 42 and Companies

(Prospectus and Allotment of Securities) Rules, 2014

1. GENERAL INFORMATION

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

corporate office:

B. MANAPPURAM FINANCE LIMITED

(Formerly ‘MANAPPURAM GENERAL FINANCE AND LEASING LIMITED’)

Registered Office: IV/470A(Old) W/638(New), “Manappuram House”, Valapad, Thrissur 680 567, Kerala, India

Tel: (+91 487) 305 0000, Fax: (+91 487) 239 9298

Website: www.manappuram.com

C. Date of incorporation of the Company:

Incorporated in the Thrissur, Kerala, Republic of India on July 15, 1992.

D. Business carried on by the Company and its subsidiaries with the details of branches or units, if any:

We are one of the leading listed NBFCs lending money against the pledge of household and/or used gold jewellery

(Gold Loans) and the second largest Gold Loan provider in India. We have pan India presence with 3000+

branches across 5 union territories and 27 states of india and we also have other business such as loan against

property, foreign exchange and money transfer in selective branches. The Company had 4 subsidiaries; (i)

Manappuram Home Finance Limited, it is in the business of home finance and having a valid certificate of

registration from National Housing Bank (NHB); (ii) Asirvad Micro Finance Limited which deals with the

business of micro finance; (iii) Manappuram Insurance Brokers Ltd having the business of insurance brokering;

and (iv) Manappuram Comptech and Consultants Limited which is a IT product and service company.

E. Brief particulars of the management of the Company

2. OUR MANAGEMENT

A. Board of Directors

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

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

Directors and not more than fifteen Directors, unless otherwise determined by a special resolution.

Under the overall super intendance and guidance of the Board, the day to day affairs of the Company is managed

by the Managing Director and Chief Executive Officer (MD&CEO)

Mr. V.P. Nandakumar and assisted by a team of professional with proven track record in the irrespective are as of

functions.. Presently the Board is comprised of 10 Directors.

http://www.manappuram.com/

57

Key Management Personnel of the Company.

Following are the Key Management Personnel of the Company;

V. P. Nandakumar, aged 65 years, is the Managing Director, chief Promoter of the Manappuram Group of

Companies and Chief Executive Officer of our Company. He holds a master degree in science from Calicut

University and is also a Certified Associate of Indian Institute of Bankers. He has in the past been associated with

the banking industry in various capacities. He has been the Director of our Company since July 15, 1992. He was

re-designated as the Managing Director and Chief Executive Officer by the resolution of the Board dated May 18,

2012 effective from May 19, 2012.

Manoj Kumar VR, aged 44 years, is the Company Secretary and Compliance Officer of our Company. He holds a

bachelor’s degree in commerce and a master’s degree in commerce from the University of Calicut. He is a fellow

member of the Institute of Company Secretaries of India. He has around 16 years of work experience. He has been

working with our Company since January 3, 2019.

Bindu AL, aged 45 years, is the Chief Financial Officer of our Company. She holds a bachelor’s degree in

commerce from the University of Calicut. She is a member of the Institute of Chartered Accountants of India. She

has over 21 years of work experience in Manappuram Finance Limited. She has been working with our Company

since 1998.

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

The following table sets forth the details regarding the board as on the date of this offer document.

Sl

No

Name & Address Designation DIN PAN Date of Birth

1 Mr.Jagdish Capoor

1601 Brooke Ville

359 Mogul Lane

Mahim

Mumbai- 400016

Mobile No: 9820039991

Email ID:

[email protected]

Chairman 00002516 AACPC3294L 01.07.1939

2 Mr.V.P.Nandakumar

“Padmasaroj”

Vazhappully House

Valapad.Post

Thrissur- 680567

Mobile No: 9387111140

Email ID:

[email protected]

Managing

Director & CEO

00044512 ABGPN8092A 18.05.1954

3 Mr.B.N.Raveendra Babu

Blanghat House

Kaipamangalam.Post

Thrissur- 680681

Mobile No: 9387111149

Email ID: [email protected]

Non Executive

Director

00043622 ABMPR2273

B

10.02.1952




58

Sl

No


4 Mr.P.Manomohanan

7/71A, “ Aswathy”

High School Road

Chentrappinny.Post

Thrissur- 680687

Mobile No: 9349712021

Email

ID:[email protected]

Director 00042836 AALPM9856

H

15.06.1941

5 Adv.V.R.Ramachandran

Valiparambil House

50/840, Ayyanthole

Thrissur- 680003

Phone No: 0487 2361488

Mobile No: 7559961488

Email ID:[email protected]

Director 00046848 ABPPR2083J 10.12.1952

6 Mr.Gautam Ravi Narayan

1602 Aqua Tower II, Planet Godrej,

Keshavrao Khadye Marg ,

Mahalaxmi,Mumbai-400011

Mobile No- 9967870088

Email

ID:[email protected]

Director 2971674 ADMPN7713

Q

13.11.1979

7 Ms. Sutapa Banerjee

Springs – 1, Flat No: 3003 A and B,

30th Floor, G.D. Ambekar Marg,

Wadala Tel Exch Naigaon Dadar

East, Mumbai, Maharashtra –

400014

Ph: 91 98202 82881


Director 02844650 AGBPB6003B 24.03.1965

8 Mr. Abhijit Sen

A 92, Grand Paradi, 572 Dadyseth

Hill,

August Kranti Marg,

Near Kemps Corner,

Mumbai, Maharastra – 400036

Ph: 9821075324


Director 00002593 AAHPS6626D 17.11.1950

9 Harshan Kollara

Flat 16 Cricket Court, 13 Elderberry

Way, London, E66JJ

Ph: +44 (0) 7903270398,

7749856712

Email: [email protected]

Director 02844650 AAHPK1955

D

01.11.1951


59

Sl

No


10 Shaileh Mehta

401 EL Cerrito Ave, Hillsborough,

San Francisco, California 94010, US

Director 01633893 ABAPM4682

R

22.04.1949

Occupation: Service

C. Management’s perception of risk factors

RISKS RELATING TO OUR BUSINESS

(i) Our business is highly regulated and we may be adversely affected by future legislative or regulatory

changes. Further compliance with many of the regulations applicable to our operations may involve

significant costs and otherwise may impose restrictions on our operations.

(ii) Our business is capital intensive and any disruption or restrictions in raising financial resources would

have a material adverse effect on our liquidity and financial condition.

(iii) We have implemented KYC norms as well as measures to prevent money laundering which may not be

completely effective, and are subject to RBI inspection. Any adverse action by RBI could affect our

reputation, business and results of operations.

(iv) Any failure to make required filings by the Company and its subsidiary with regulatory authorities may

result in the imposition of penalties.

(v) Volatility in the market price of gold may adversely affect our financial condition, cash flows and results

of operations.

(vi) A slow-down in economic growth in India and other political and economic factors may adversely affect

our business.

(vii) Increase in competition from our peer group in the finance sector may result in reduction of our market

share, which in turn may adversely affect our profitability.

(viii) We may not be able to successfully manage and maintain our growth.

(ix) Our financial performance is particularly vulnerable to interest rate risk. If we fail to adequately manage

our interest rate risk in the future it could have an adverse effect on our net interest margin, thereby

adversely affecting our business, cash flows and financial condition.

(x) If interest rate restrictions are imposed on lending by NBFCs, our operating results and financial

condition may be adversely affected.

(xi) The Company, it’s Managing Director and Chief Executive Officer, Executive Director and certain of our

employees subject to certain legal proceedings and any adverse decision in such proceedings may have a

material adverse effect on our reputation, business, financial condition and results of operations.

(xii) We may not be able to raise adequate additional capital in future on the terms favorable to us or at all.

Our ability to access capital also depends on our credit ratings and any downgrade in our credit ratings

would increase borrowing costs and constrain our access to capital and lending markets. The above may

have adverse effect on our net interest margin and the growth of our business.

(xiii) We may not be able to realize the full value of our pledged gold, which exposes us to potential loss.

(xiv) Our Company’s auditors have highlighted certain matters of emphasis or qualified their Auditor’s report

with respect to certain matters specified in the Companies (Auditors’ Report) Order, 2003 on the

financial statements for the financial years 2015, 2014, 2013 and 2012.

60

(xv) There were instances of fraud on the Company by employees of the Company where gold loan related

misappropriations / cash embezzlements have occurred.

(xvi) We are also subject to the risk of fraud by customers.

(xvii) Inaccurate appraisal of gold by our personnel may adversely affect our business and financial condition.

(xviii) We are subject to the risk of unknowingly receiving stolen goods as collateral from customers which may

result in loss of collateral for the loan disbursed.

(xix) Our branches are vulnerable to theft.

(xx) We have entered into, and may continue to enter into related party transactions.

(xxi) Majority of our customer base comprises individual borrowers, who generally are more likely to be

affected by declining economic conditions than larger corporate borrowers.

(xxii) We are exposed to a variety of risks, including liquidity risk, interest rate risk, credit risk, operational risk

and legal risk.

(xxiii) In order to successfully manage and expand our business, we must be able to attract, train, motivate and

retain key employees.

(xxiv) Our insurance may not be adequate to protect us against all potential losses to which we may be subject.

(xxv) Any instances of failures to obtain, renew or maintain our statutory and regulatory permits and required

approvals to operate our business, may have an adverse effect on our business.

(xxvi) We do not currently own the trademark to the “Manappuram” logo.

(xxvii) We have incurred/may incur additional expenses or face operational difficulties in rural and semi urban

areas, where infrastructural facilities are limited.

(xxviii) We depend on customer-supplied information when evaluating customer creditworthiness.

(xxix) Our foreign currency exchange business may be adversely affected by exchange rate fluctuations and is

required to adhere to strict KYC norms.

(xxx) There are lenders who have pari passu charge over the Security provided.

(xxxi) Our ability to pay interest accrued on the Debentures and/or the principal amount outstanding from time

to time in connection therewith would be subject to various factors inter-alia including our financial

condition, profitability, the general economic conditions in India and the global financial markets and the

impact on account of any risk exposures.

(xxxii) You may be subject to Indian taxes arising on the sale of the Debentures.

(xxxiii) System failures or inadequacy and security breaches in computer systems may adversely affect our

operations and result in financial loss, disruption of our businesses, regulatory intervention or damage to

our reputation.

(xxxiv) Debenture will list in Bombay Stock Exchange, potential investors can trade the debentures in BSE.

(xxxv) No debenture redemption reserve: No debenture redemption reserve is being created for the present issue

of Debentures. Creation of debenture redemption reserve is not required for the proposed issue of the

Debentures. As per Companies (Share Capital and Debenture) Rules, 2014 NBFCs need not create a

debenture redemption reserve as specified under Section 71 of the Companies Act in respect of privately

placed debentures.

61

“The Company is, subject to the existing encumbrances, as mentioned below, seized and possessed of and

sufficiently entitled to the more particularly described in the First Schedule hereunder written.

Particulars of the existing encumbrances as per Annexure VI

Further; Issuer undertakes to obtain all the requisite no objection certificates ceding pari-passu charge within 90

business days from the date of the Debenture Trust Deed and till the time the requisite no objection certificates are

procured from the existing charge holder/(s); the charge (to the extent of no objection certificates pending from

existing charge holders) will operate as subservient.

It is further stated that; upon receipt of no objection certificates ceding pari-passu charge from all existing charge

holder; the nature of charge in respect of the Debentures will operate as pari passu with existing charge holder.

D. Details of default, if any, including there in the amount involved, duration of default and present status, in

repayment

Service Tax Cases

The were 3 pending cases regarding Service Tax which were withdrawn under the Sabka Viswas Scheme

and no cases are pending as on date..

Value Added Tax Cases

(i) The Assistant Commissioner of State Tax, State GST Department, Thrissur has demanded a sum of

₹34,434,001 (the “Demand”) through an assessment order dated February 2, 2018 (the “Order”) for the

assessment year 2014-15. Company filed an appeal before the Deputy Commissioner (Appeals), Thrissur

against the Order on February 16, 2018 contesting that the assessing officer erred in levying VAT

liability on inter-state purchases of capital goods that were goods not intended for sale and auction sales

which became infructuous. Company has filed a petition for stay of demand dated July 16, 2018 before

the High Court of Kerala, at Ernakulam (the “Stay Petition”) and the Stay Petition was allowed through

an order dated August 8, 2018 (the “Stay Order”). The Department has filed counter affidavit against the

Order of High Court of Kerala, at Ernakulam.

(ii) The State Tax Officer, (Investigation Branch), State GST Department, Thrissur has made certain

investigation by verifying the auction registers against the invoices of Company and has levied a penalty

of ₹7,600,288 (the “Penalty Demand”) through an order dated January 31, 2018 (the “Order”) for the

year assessment year 2012-13 on grounds that Company practiced the unfair tactics including non-

maintenance of true and correct records, issue of incorrect sale bills and non-issuance of sale bills.

Company filed an appeal before the Deputy Commissioner (Appeals), State GST Department, Thrissur

against the Order along with an application for stay of demand. Thereafter, Company filed a writ petition

before the High Court of Kerala, at Ernakulam (the “Writ Petition”) for early hearing of the appeal and

stay of demand. The Writ Petition was allowed through order dated July 16, 2018 directing the Deputy

Commissioner (Appeals) to allow appeal subject to payment of 15% of the outstanding demand.

Consequently, the Stay Application was allowed by Deputy Commissioner (Appeals), State GST

Department, Thrissur through an order dated July 3, 2018 (the “Stay Order”), subject to the condition that

Company shall pay 15% of the outstanding demand. The Department has filed counter affidavit against

the Order of High Court of Kerala, at Ernakulam.

(iii) The Assistant Commissioner of State Tax, State GST Department, Thrissur has demanded a sum of

₹78,54,889 (the “Demand”) through an order dated March 5, 2018 (the “Order”) for the assessment year

2009-10. Company filed an appeal before the Deputy Commissioner (Appeals), Thrissur against the

Order on March 17, 2018 contesting that the Order was not a speaking order and is liable to be set aside.

Company has also filed a petition for stay of demand before the High Court of Kerala, at Ernakulam (the

62

“Stay Petition”) and the Stay Petition was allowed through an order dated April 2, 2018 and May 21,

2018 (the “Stay Order”). Thereafter vide order dated May 24, 2019 the Appellate Authority party allowed

the appeal and remanded back the matter for reconsideration of issues and verification of certain

documents. The Asst. Commissioner by Order dated September 26,2016 has reduced the demand of

₹78,54,889 to Rs.16,14,062/-. However, Company filed an appeal before the Appellate Tribunal,

Ernakulam on July 22, 2019 against the order dated September 20,2016.

(iv) As per the Andhra Pradesh VAT Assessment Order dated August 31, 2012 for assessment year 2011-12,

the VAT ITC claimed by Company was rejected on the grounds that the seller and purchaser of the gold

had the same TIN number. Company had purchased the unredeemed gold of the borrowers through

public auctions. This purchase of gold from public auctions was held to be ineligible to claim VAT ITC.

The proposal of levy of VAT for the under declared output tax was confirmed by the order, and Company

was directed to pay ₹4,481,425. Further by order dated September 28, 2012 Company was held liable to

pay a penalty of ₹1,120,356 (at the rate of 25% on the under declared VAT output tax of ₹4,481,425

under Section 53(1)(iii) of the Andhra Pradesh VAT Act, 2005). The Appellate Authority, by order dated

January 7, 2013 has confirmed the order dated August 31, 2012 and by order dated January 09, 2013

confirmed the penalty under the order dated September 28, 2012. Company preferred an appeal against

both the aforesaid orders of the Appellate Authority before the Telangana Value Added Tax Appellate

Tribunal, Hyderabad on the grounds that the Appellate Authority has failed to note that Company

conducts the auction of the pledged ornaments of the borrowers who defaulted in the repayment of loans,

in addition to this Company also effects the sale or purchase of gold on our own account, thereby acting

in a dual capacity in respect of the pledged ornaments. Therefore, the purchasing of pledged ornaments

by Company itself would amount to purchase of gold from registered dealers. Company has made

payment of 55% of the Demand amounting to ₹30,80,980. On February 15, 2019 the Telangana Value

Added Tax Appellate Tribunal, Hyderabad allowed both the appeals and set aside the both the orders of

the Appellate Authority. The refund of ₹30,80,980 is yet to be received.

Income Tax Case

1) The Assistant Commissioner of Income Tax, Thrissur has demanded a sum of ₹456,505,700 (the “Demand”)

through an assessment order dated December 12, 2017 (the “Order”) for the assessment year 2015-16.

Company has filed an appeal before the Commissioner of Income Tax (Appeals) against the Order on January

17, 2018 (the “Appeal”) contesting that the assessing officer erred in disallowing an amount of ₹237,140,000

in respect of bad debts written off during the year and erred in adding a sum of ₹773,900,000 towards interest

income. Further, Company has filed an application for stay of demand through a letter dated February 3, 2018

before the Office of the Joint Commissioner of Income Tax (the “Stay Application”) and the Stay

Application was allowed through an order dated February 19, 2018 (the “Stay Order”). In terms of the Stay

Order, Company has made payment of 20% of the Demand amounting to ₹91,400,000 and stay of balance

Demand amounting to ₹365,105,700 has been granted until the Appeal is disposed of. Additional ground of

Appeal filed for the write off claim of Rs.90.37Cr (88.17Cr +2.20Cr disallowed in AY 14-15). CIT Appeals

directed the Dy. Commissioner to submit an Remand Report for verification of this claim.. Rs. 365,105,700/-

was collected by the Income Tax Department , by deducting this amount from the refund granted to us

relating to the previous assessment year ie; AY 2014-15

2) Regarding AY 2012-13, there was a disallowance of Rs.37lakhs by the Asst. Commissioner Income Tax in

respect of ESI liability, paid by Cheque on due date, ie; June 20,2011, but collected only on June 23, 2011 by

the Bank and receipt issued accordingly. This disallowance is deleted by the Commissioner Income Tax

(Appeals) by Order dated February 12,2020, the refund is yet to be received.

63

i. Debentures and interest there on;

Company has not defaulted on the repayment of principal and interest in respect of debentures (bonds)

previously issued by it. However, there are cases of debentures which are matured but not claimed.

ii. Deposits and interest there on;

Company has not defaulted the repayment of principal or interest in respect of deposits which the

Company had accepted previously before it became an on-deposit taking NBFC. There are cases of

deposits matured but not claimed by the depositors.

iii. Loan from any bank or financial institution and interest there-on.

iv. Company has not defaulted the payment to banks/Financial Institutions

v. Name, designation, address , phone number and email-id of the compliance officer:

Mr. Manoj Kumar.V.R ,

Company secretary


Valapad , Thrissur , Kerala 680567

Mobile: 9946239999

Email Id: [email protected]

b. Company has not defaulted in annual filings under the Companies Act or rules made there under.

c. PARTICULARS OF THE OFFER

i. Financial position of the Company for the last 3 years: Please refer to Annexure

ii. Date of passing of board resolution:

The board has passed the resolution for approving the issue of debentures at its meeting held on March

19, 2020 and authorized to issue securities by the Financial Resources and Management Committee on

September 23, 2020. The committee has approved the issue of this offer document dated September 23,

2020

Date of passing of resolution, authorizing the offer of securities:

The Company has passed the requisite resolution of the shareholders in accordance with the provisions of

the Companies Act and read with Rule 14 of the Companies (Prospectus and Allotment of Securities)

Rules 2014.

iii. Kinds of securities offered (i.e. whether share or debenture) and class of security:

By means of this offer letter the Company propose to issue Rs. 10 crores as base issue with an option to

retain oversubscription of Rs.340 crores aggregating to Rs.350 crores


64

iv. Price at which the security is being offered including the premium, if any, along with

justification of the price: rated, listed, secured, non-convertible debentures having face

value of Rs. 10 lakh each to be issued in dematerialized form (“Debentures”) for cash at par

for an amount of Rs. 10 crores as base issue with an option to retain oversubscription of

Rs.340 crores aggregating to Rs.350 crores

v. The class or classes of persons to whom the allotment is proposed to be

made:Institutional Investors

vi. The proposed time within which the allotment shall be completed:

Within 2 (two) Business Days of the Deemed Date of Allotment credit of the Debentures in the specified

dematerialized account(s).

vii. Amount which the Company intends to raise by way of securities:

By this offer letter the Company intends to raise rated, listed, secured, non-convertible debentures having

face value of Rs. 10 lakh each to be issued in dematerialized form (“Debentures”) for cash at par for an

amount of Rs. 10 crores as base issue with an option to retain oversubscription of Rs.340 crores

aggregating to Rs.350 crores

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

payment and repayment:

The details are more fully described in the issue structure given in Annexure V. The different series of

bonds offered by means of this offer letter will carry the respective interest rates mentioned against each

series and the frequency of interest payment will also be as disclosed in the Annexure V titled “Summary

of Terms of Issuance of Secured Non-Convertible, Redeemable Debentures”

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

The offer letter will be valid from the date of the approval for its issue or on closure of the issue

whichever is earlier. The Company reserves the right to cancel the issue or to close the issue at any time

before the validity period mentioned here in.

ix. Purposes and objects of the offer:

The money raised by the issue of the bonds net of issue expenses will be used for the working capital

requirements of the Company including the deployment in its onward lending in gold loan, loan against

properties, vehicle financing and also for general administrative purpose.

65

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

The Debentures issued in terms of this offer letter shall be secured by a first ranking pari passu in favour

of the debenture trustee on all current assets, book debts, receivables both present and future, except those

receivable specifically and exclusively charged, on a first ranking pari passu charge over the security

such that a security cover of 100% of the principle and interest at any point of time the tenor, of the

Debentures.

xi. Mode of payment for subscription: banking channel.

The number of persons to whom allotment of private placement has already been made during the

year, in terms of securities as well as price:

Sl no. Date of allotment ISIN No.of

Allottee

s

Amount Redemption

date

1 08.05.2020 INE522D07B17 1 100,00,00,0

00

08.05.2023

2 01.06.2020 INE522D07BJ5 1 500

00,00,000

01.06.2023

3 12.06.2020 INE522D07BK3 1 25000,00,00

0

12.12.2021

4 23.06.2020 INE522D07BL1 2 1500000000 23.12.2021

5a. 09.07.2020 INE522D07BN7 1 25,00,00,00

0

09.07.2030

b. 09.07.2020 INE522D07BM9 3 225,00,00,0

00

09.01.2022

6 10.07.2020 INE522D07B05 38 178,00,00,0

00

24.06.2022

7 16.07.2020 2 70,00,0000

8 21.07.2020 INE522D07BP2 4 250,00,00,0

00

21.07.2022

9 31.07.2020 INE522D07BQ0 4 335,00,00,0

00

31.01.2022

10 14.08.2020 INE522D07BN7 3 100,00,00,0

00

09.07.2030

11 19.08.2020 INE522D07BS6 1 100,00,00,0

00

18.02.2022

12 20.08.2020 INE522D07BT4 9 150,00,00,0

00

06.02.2023

13 07.09.2020 INE522D07BU2 2 100,00,00,0

00

07.03.2023

Total number of Allottees 72

d. Not applicable for this offer.

(i) 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: Not applicable as the

offer is for the issue of debt instrument in the form of secured debentures (bonds)

i. Intention of promoters, directors or key managerial personnel to subscribe to offer:

Not applicable to issue of non-convertible debentures.

66

ii. The names of the proposed Allottees and percentage of post private placement capital

that may be held by them: Not applicable for non- convertible debentures

iii. The change in control, if any, in the Company that would occur consequent to the

private placement: Not applicable

iv. The number of persons to whom allotment of private placement has already been

made during the year, in terms of securities as well as price: Nil

v. The justification for the allotment proposed to be made for consideration other than

cash together with valuation report of the registered valuer: Not applicable

vi. Relevant date with reference to which the price has been arrived at: Not applicable

vii. The details of significant and material orders passed by regulators, courts, and

tribunals impacting the going concern status of the Company and its future

operations: Nil

viii. The pre issue and post issue shareholding pattern of the Company in the specified

format: there will not be any change in the shareholding pattern by the issuance of

Debentures, hence non-applicable.

ix. Contribution being made by the promoters or directors either as part of the offer or

separately in furtherance of such objects: The securities offered by this offer letter is not

offered to promoters or directors of the Company.

e. DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LTIGATION, ETC.

i. 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.

ii. No financial or other benefit or other interest accruing to the promoters of the Company, its

directors or key managerial personnel out of the offer of securities contemplated in this

offer document. Apart from their shareholding, the remunerations receivable from the

Company, promoters or directors of the Company are not interested in this issue.

iii. 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 offer Company during

the last three years immediately preceding the year of the circulation of the offer letter and

any direction issued by such Ministry or Department or statutory authority upon conclusion

of such litigation or legal action shall be disclosed.

f. Details of litigation or legal actions against the Company and its promoters are given below:

Ongoing and/or outstanding material litigation and regulatory strictures, if any Criminal Proceedings;

1. A criminal complaint has been filed before the City Crime Branch, Coimbatore in CC No. 76/2013 against our Company,

V.P. Nandakumar, Managing Director and Chief Executive Officer of our Company, Mr. Unnikrishnan, a former

executive director of Our Company along with two other former employees of our Company, for offences under sections

120B, 409 and 420 of the Indian Penal Code, 1860. Gayathri Rajamanikkam, the complainant, alleged that Our Company

is refusing to release the pledge created by the complainant in favour of our Company, despite her having offered to pay

the principal back with the interest and there are allegations against Our Company for the offence of dishonest

misappropriation and disposal of pledged gold. Our Company has obtained anticipatory bail for V. P. Nandakumar and the

employees. Our Company has filed quashing petitions under section 482 of Criminal Procedure Code, 1973 and criminal

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miscellaneous petition for dispensing with personal appearance of V. P. Nandakumar and I. Unnikrishnan at Judicial First

Class Magistrate Court, before the High Court of Madras. The High Court of Madras has on September 17, 2013 has

dispensed with the personal appearance of V. P. Nandakumar before the Judicial First Class Magistrate Court at

Coimbatore. The matter is pending.

2. D. M. Sureshbabu has instituted criminal proceedings against V. P. Nandakumar, B.N. Raveendra Babu and other directors

of our Company and the manager and employees of our Company’s branch at St. John’s Church Road, Bangalore by filing

a complaint Cr. No. 40/2012 with Bharathinagar Police Station, Bangalore. The above crime is registered for offences

relating to charging exorbitant rate of interest under Section 420 of Indian Penal Code, 1860 read with sections 3 and 4 of

the Karnataka Prohibition of Charging Exorbitant Interest Act, 2004. Anticipatory bail has been granted for all the accused

staff members in a Crl. Misc. Petition No. 25306/2012 before the Court of the City Civil and Sessions Judge, Bangalore.

The matter is pending.

3. The Assistant Registrar of Co-operative Societies, Shimoga has instituted criminal proceedings against V. P. Nandakumar

and S. Srinivasa, manager of our Company’s branch at Shimoga by filing a complaint Cr. No. 325/2011 with the

Doddapete Police Station, Shimoga and a criminal complaint bearing reference number CC No. 227/2013 before the Court

of Judicial Magistrate First Class, Shimoga. The above crime is registered for offences registered under Sections 28, 38,

39 and 41 of the Karnataka Money Lenders Act, 1961 and Section 4 of the Karnataka Prohibition of Charging Exorbitant

Interest Act, 2004 alleging that our Company has been charging exorbitant rates of interest and the conducting of an

illegal auction of the complainant’s pledged gold. Our Company’s Branch Manager and V.P. Nandakumar had filed a

petition before the High Court of Karnataka for quashing the case and further proceedings against both, bearing reference

No. Crl. P NO. 4363/2013 and interim stay has been granted and further proceedings of CC.227/13 has been stayed till

disposal of Crl. P No. 4363/2013. The Lower Court matter is posted to August 17, 2020. The matter is pending.

4. Irene Diana D’sa, a gold loan customer, has filed a complaint before Mangalore South Police Station and registered crime

as 58/2011 for offences under Section 406, 420 read with Section 34 of the Indian Penal Code, 1860 alleging that our

Company has wrongfully retained the custody of the gold ornaments of the complainant which had been pledged with our

Company for availing certain loans. The complainant filed a criminal revision petition bearing reference number 175/2012

before the Court of the Additional District and Sessions Judge, Mangalore against the order in allowing interim custody of

gold ornaments to our Company. The revision petition is partly allowed and directed our Company to surrender the gold

ornaments with the Court of the Judicial Magistrate First Class at Mangalore. After completion of investigation, charge

sheet has been filed and case numbered as CC.2190/13. The case posted for orders on July 09, 2020.

5. Gulfam Ahmad, has instituted criminal proceedings against our Company pursuant to a private complaint bearing reference

number 20/2012 before the Court of the Chief Metropolitan Magistrate at Saket in Delhi. The above complaint is

registered for offences under Section 406 and 420 of Indian Penal Code, 1860, alleging that our Company carried out an

auction in relation to gold ornaments pledged by the complainant for availing a loan from our Company without notice.

Summons was served on our Company pursuant to which our Company appeared before the Court of the Chief

Metropolitan Magistrate at Saket through a memorandum of appearance. The matter is listed on August 10, 2020 for

consideration on charge. The matter is pending.

6. Reshma has instituted criminal proceedings against our Company and Suman, manager of our Company’s branch at

Ludhiana pursuant to a criminal complaint bearing reference number COMI/442/2014 before the Court of the Judicial

Magistrate First Class at Ludhiana in Punjab. The above crime is registered for offences under Section 406 of Indian Penal

Code, 1860 alleging unauthorised disposal of gold pledged with our Company. The matter is pending for appearance on

July 14, 2020.

7. Nagaraj has filed a complaint before Nangli police alleging that his gold ornaments has been stolen and FIR has been

registered bearing No.35/15 under Section 380, 454 of IPC. During investigation, police has arrested branch manager and

assistant branch manager of our Company’s Pungannur branch. Nangli police issued notice to produce theft gold in crime

registered with them. But the gold was already seized by Pungannur Police and Madanapalli police in another two crimes

(Crime 75/15 and Crime 91/15). Even though we have explained and shown the related documents to Nangli police, they

have arrested BH and ABH for crime registered by them. They were remanded and subsequently released on bail. Later on

added Section 114, 201 and 411 of IPC. Subsequently inserted three more employees in the crime. We have obtained

anticipatory bail for the additional added employees through Cri. Misc.No.238/15, 1st Addl. Sessions Judge, Kolar.

Presently the matter is under investigation.

8. Mr. Manoj Varghese, a customer of our Company has filed a complaint against our Company’s managing director and the

Branch Manager of our Company’s situated Athani branch before Nedumbassery Airport Police station. FIR was

registered bearing No. 1527/2015 for offences under Section 406 and Section 420 of the Indian Penal Code, 1860. The

police after conducting a detailed investigation into the matter found that there was no illegality in conducting the auction.

Therefore, the police referred the case as false and a final report was filed. The Complainant then filed a protest complaint

bearing reference number CC No. 157/2017 before the Court of the Judicial Magistrate First Class at Angamaly in Kerala.

Thereafter our Company and our Company’s Branch Manager has filed a petition before the High Court of Kerala for

quashing the case and further proceedings against V.P Nandakumar, the managing director of our Company bearing

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reference No. Crl.MC NO. 2903/2017 and Ajesh Geroge, the branch manager of our Company bearing no. Crl. MC. No.

7187/2017. The High Court of Kerala set aside the proceedings in the lower court and the Learned Magistrate is directed

to consider the refer report, the statement of the defacto complainant and other materials placed in support of the

allegations afresh to decide whether the alleged complaint can be proceeded. The lower court matter is posted on August

04, 2020. The matter is pending.

9. A criminal proceeding has been instituted by the Registrar of Co-operative Society (Money Lending), Aliakar Road,

Bangalore, against our Company in relation to crime number Cr. No. 270/2012 at Yeshwanthpur Police Station and

pursuant to a criminal complaint bearing reference number 20166/2012 before the Court of the Metropolitan Magistrate at

Bangalore in Karnataka. The above crime is registered for offences under Section 3 and 4 of the Karnataka Prohibition of

Charging Exorbitant Interest Act, 2004 alleging that our Company is charging exorbitant interest rates on gold loans. At

present, pursuant to the writ petition bearing reference number 18597/2012 pending before the High Court of Karnataka

for quashing of charges, proceedings before the Court of the Metropolitan Magistrate at Bangalore have been stayed as per

order bearing reference number CRLP 6713/13 by the High Court of Karnataka. The matter before the Court of the

Metropolitan Magistrate at Bangalore is posted on July 18, 2020. The matter is pending.

10. Kathiravel, has instituted a criminal proceeding against our Company in crime number Cr. No. 68/2008 pursuant to a

criminal complaint bearing reference number CC No. 01/2009 before the Court of the Magistrate at Thiruvaiyaru in Tamil

Nadu. The above crime is registered for offences under Section 406 of the Indian Penal Code, 1860 and under Section 16

and 18 of Tamil Nadu Pawn Brokers Act, 1943 alleging that our Company conducted an auction without giving

information to the relevant pledgor. Charge sheet against V.P. Nandakumar is quashed as per order of the Madras High

Court bearing number 11907/2008. The next date of hearing before the Court of the Magistrate at Thiruvaiyaru is on July

17, 2020 and is posted for Service of NBW to Accused No. 2 and No.3. The matter is pending.

11. A criminal proceeding has been instituted against our Company and Branch manager, Nayappilly branch, pursuant to

complaint bearing reference CT 2204/2014 in crime number Cr. No. 153/2014 filed with the Nayappilly Police Station,

Orissa. The above crime is registered for offences under Section 406 of Indian Penal Code, 1860 alleging that our

Company has auctioned gold pledged with our Company before the expiry of the notice period given to the relevant

pledgor. The bail has been taken for the Branch manager. The matter is pending.

12. Indarsingh, Assistant Registrar, Co-operative Society Gulbarga, Karnataka has filed a complaint with the police at

Gulbarga against Mr. Javed Hussain Khan, Branch Manager (A1) of the Super Market Branch of our Company, accusing

our Company of charging exorbitant rate of interest on gold loans in violation of Section 5 and 28 of the Karnataka Money

Lenders Act, 1961 and Section 3 and Section 4 of Karnataka Prohibition for Charging Exorbitant Interest Act- 2004. The

Chowk Police Station, Gulbarga, registered FIR against Mr. Javed Hussain Khan, Branch Manager (A1) of the Super

Market Branch of our Company on May 17, 2012 bearing crime number 0079/2012. At present, a writ petition filed by

our Company bearing reference number 18597/2012 in respect of the similar issue is pending before the High Court of

Karnataka, under which the criminal proceedings before the lower court have been stayed. The matter is pending.

13. G.B. Kalaghatagi, Registrar of Co-operative Societies, Dharwad has filed a complaint with the police at Hubli against the

Manager of our Company situated at Chitta Complex, Near Indi Pump, Old Hubli, accusing our Company for charging

exorbitant rate of interest on secured and unsecured loans in violation of Section 28 of the Karnataka Money Lenders Act,

1961 and Section 3 and Section 4 of Karnataka Prohibition of Charging Exorbitant Interest Act- 2004. The Sub-Inspector

of Police, Hubli South, Dharwad, registered FIR against the Manager of our Company at Chitta Complex, Near Indi

Pump, Old Hubli on May 18, 2012 bearing crime number 101/2012. At present, a writ petition filed by our Company

bearing reference number 18597/2012 in respect of the similar issue is pending before the High Court of Karnataka, under

which the criminal proceedings before the lower court have been stayed. The matter is pending.

14. J. Sanjay, Senior Inspector, Cooperative Department, KADA Office, has filed a complaint with the police at Mysore,

against Mr. Ravi, Branch Manager of our Company situated at Ramaswany Circle, Mysore City, accusing our Company

of charging exorbitant rate of interest on gold loans in violation of Section 28 of the Karnataka Money Lenders Act, 1961

and Section 3 and Section 4 of Karnataka Prohibition of Charging Exorbitant Interest Act- 2004. The Sub-Inspector of

Police, Lakshmipuram, Mysore City, registered FIR against Mr. Ravi, Branch Manager of our Company at Ramaswany

Circle, Mysore City on May 30, 2012 bearing crime number 056/2012. The charge sheet is yet to be filed and the matter is

currently at the stage of investigation. At present, a writ petition filed by our Company bearing reference number

18597/2012 in respect of the similar issue is pending before the High Court of Karnataka, under which the criminal

proceedings before the lower court have been stayed. The matter is pending.

15. G. Thippeswamy, filed a complaint with the police at Madhugiri against our Company, accusing our Company of charging

exorbitant rate of interest on gold loans in violation of Section 5 and 38 of the Karnataka Money Lenders Act, 1961 and

Section 5 of Karnataka Prohibition of Charging Exorbitant Interest Act- 2004. The Madhugiri Police registered FIR

against our Company on May 17, 2012 bearing crime number 0071/2012. At present, a writ petition filed by our Company

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16. T.D Umesh, has filed a complaint with the police at Bangalore, against the Branch Manager of our Company at 2nd Block,

Rajajinagar, Bangalore City, K333333arnataka, accusing our Company of charging exorbitant rate of interest on secured

and unsecured loans in violation of Section 5 and 38 of the Karnataka Money Lenders Act, 1961 and Section 3 and

Section 4 of Karnataka Prohibition for charging Exorbitant Interest Act- 2004. The Police, Rajajinagar, registered FIR

against the Branch Manager of our Company at 2nd Block, Rajajinagar, Bangalore City, Karnataka on May 23, 2012

bearing crime number 0179/2012. At present, a writ petition filed by our Company bearing reference number 18597/2012

in respect of the similar issue is pending before the High Court of Karnataka, under which the criminal proceedings before

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

17. Krishnappa, a gold loan customer of our Company has filed a complaint with the police at Kanakapura against our

Company through the Branch Manager of Kanakpura branch, accusing our Company of charging exorbitant rate of

interest on gold loans. The Officer in charge of the Police Station at Kanakapura, registered FIR against the Branch

Manager of our Company situated at Kanakapura on August 17, 2011 bearing crime number 226/2012. At present, a writ

petition filed by our Company bearing reference number 18597/2012 in respect of the similar issue is pending before the

High Court of Karnataka, under which the criminal proceedings before the lower court have been stayed. The matter is

pending.

18. L. Sarala, Assistant Registrar of Co-operative Societies Central division, Malleshwaram, Bangalore City, Karnataka, has

filed a complaint with the police at Bangalore against the Manager and Foreman & Branch Manager of our Company at

Wilsongarden Branch, Bangalore City, Karnataka, accusing our Company of charging exorbitant rate of interest on gold

loans in violation of Section 3, 38 and 39 of the Karnataka Money Lenders Act, 1961 and Section 3 of Karnataka

Prohibition of Charging Exorbitant Interest Act- 2004. The Wilsongarden Police Station, Bangalore City registered FIR

against the Manager and Foreman & Branch Manager of our Company at Wilsongarden Branch, Bangalore City,

Karnataka on June 08, 2012 bearing crime number 0148/2012. At present, a writ petition filed by our Company bearing

reference number 18597/2012 in respect of the similar issue is pending before the High Court of Karnataka, under which

the criminal proceedings before the lower court have been stayed. The matter is pending.

19. Sundaraj GT, Inspector Co-operative Department, North Zone, Malleshwaram, Bangalore, Karnataka, has filed a

complaint with the police at Bangalore, against the owner of our Company branch at BSR Arcade, Bangalore, alleging our

Company of charging exorbitant rate of interest on loans in violation of Section 3 of Karnataka Prohibition of Charging

Exorbitant Interest Act- 2004. The Officer in charge of the Sheshadripuram Police Station, Bangalore, registered FIR

against the owner of our Company on May 30, 2012 bearing crime number 0116/2012. At present, a writ petition filed by



20. Sri. Mahesh H. officer, FDA Deputy Registrar of Co-operative Society and Registrar of Money lending, North Division,

Bangalore City, Karnataka, has initiated criminal proceedings against our Company and filed a complaint with the police

at Bangalore, against our Company, alleging our Company of charging exorbitant rate of interest on loans in violation of

Section 4 of Karnataka Prohibition of Charging Exorbitant Interest Act- 2004. The Vijayanagar Police Station, Bangalore

City, registered FIR against our Company on June 11, 2012 bearing crime number 0437/2012. At present, a writ petition

filed by our Company bearing reference number 18597/2012 in respect of the similar issue is pending before the High

Court of Karnataka, under which the criminal proceedings before the lower court have been stayed. The matter is pending.

21. Narayana, Assistant Registrar Co-operative Society, Hassan, has filed a complaint with the police at Hassan, against

Sushama Branch Manager, Manappuram Finance Limited, Kuvempunagara, alleging our Company of charging exorbitant

rate of interest on secured and unsecured loans in violation of Sections 5 and 28 (1) of the Karnataka Money Lenders Act,

1961 and Section 4 and Section 5 of Karnataka Prohibition of Charging Exorbitant Interest Act- 2004. The Hassan

Extension Police Station, Karnataka registered FIR against Sushama, Branch Manager, Manappuram Finance Limited,

Kuvempunagara on May 05, 2012 bearing crime number 129/2012. At present, a writ petition filed by our Company



22. Sri. T.D. Umesh, Officer FDA Sahakar Sanghagala UPA Nibandhakar, Bangalore City, Karnataka, has filed a complaint

with the police at Bangalore, against Branch Manager, of our Company at office No. 31, 3rd, Rajajinagar, Bangalore City,

Karnataka, alleging our Company of charging exorbitant rate of interest on loans in violation of Sections 5 and 38 of the

Karnataka Money Lenders Act, 1961 and Section 3 and Section 4 of Karnataka Prohibition of Charging Exorbitant

Interest Act- 2004. The Rajajinagar Police Station, registered FIR against Branch Manager, of our Company at office No.

31, 3rd, Rajajinagar, Bangalore City on May 22, 2012 bearing crime number 0176/2012. At present, a writ petition filed by



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23. H.P. Kumar, Assistant Registrar of Co- operative Societies, Tarikere Sub Division BH Road Tarikere, Karnataka, has

initiated criminal proceedings against Manager of our Company branch situated at 2nd block situated at Rajaji Nagar

Bangalore and filed a complaint with the police at Chickmagalur against Branch Manager, Tarikere branch, accusing our

Company of charging exorbitant rate of interest on loans in violation of Section 3 and Section 4 of Karnataka Prohibition

of Charging Exorbitant Interest Act- 2004. The Tarikere Police Station, Chickamagalur, Karnataka registered FIR against

Branch Manager of our Company on June 28, 2012 bearing crime number 0144. At present, a writ petition filed by our

Company bearing reference number 18597/2012 in respect of the similar issue is pending before the High Court of


24. Basavaraj, Inspector of Co-operative Societies, Arasikere, has initiated criminal proceedings against our Company and

filed a complaint with the police at Arasikere, against Manager of our Company branch situated at 1st Floor Suma Shree

complex, BH Road APMC Yard , Arasikere, alleging our Company for charging exorbitant rate of interest on gold loans

in violation of Section 5 and Section 8 of the Karnataka Money Lenders Act, 1961 and Section 4 and Section 5 of

Karnataka Prohibition of Charging Exorbitant Interest Act- 2004. The Arasikere Town Police Station, registered FIR

against Manager of our Company branch bearing crime number 135/2012. The charge sheet is yet to be filed. At present, a

writ petition filed by our Company bearing reference number 18597/2012 in respect of the similar issue is pending before

the High Court of Karnataka, under which the criminal proceedings before the lower court have been stayed. The matter is

pending.

25. Vijayakumar, has initiated criminal proceedings against our Company and filed a complaint with the police at Bangalore,

against the Manager, of our Company at #65/A, 1st Floor, 80 Feet Road, SBM Colony, Bangalore, Karnataka on June 01,

2012 at Girinagar Police Station, Bangalore City accusing our Company of charging exorbitant rate of interest on secured

and unsecure333d loans in violation Section 3 and Section 4 of Karnataka Prohibition of Charging Exorbitant Interest Act-

2004 and Section 420 of Indian Penal Code. The Branch Manager filed a Criminal Miscellaneous Petition No. 3092/2012

in the Court of Addl. Sessions Judge, Fasttrack Court XV, Bangalore praying for anticipatory bail under section 438 of the

Code of Criminal Procedure and the same was granted by the Court on July 05, 2012. The Police Station, registered FIR

against the Manager, of our Company at #65/A, 1st Floor, 80 Feet Road, SBM Colony, Bangalore, Karnataka on June 01,

2012 bearing crime no. 131/2012. At present, a writ petition bearing reference number 18597/2012 in respect of the

similar issue is pending before the High Court of Karnataka, under which the criminal proceedings before the lower court

have been stayed. The matter is pending.

26. Prakash Babu has instituted a criminal proceeding against our Company in crime number 341/09 pursuant to a criminal

complaint bearing reference number 28413/15 before the Court of the Chief Metropolitan Magistrate, Bangalore. The

above crime is registered for offences under Section 420 of the Indian Penal Code, 1860 and under Section 3 and 4 of

Karnataka Prohibition of charging Exorbitant Interest Act alleging that our Company is charging exorbitant rate of interest

on pledges. Quashing Petition CRLP. 3778/19 is filed before High Court of Karnataka for quashing the charge sheet

against V.P. Nandakumar which is pending. The case was lastly listed for hearing before the Court of Magistrate is on

April 29,2020.

27. Sakthi Singh has instituted a criminal proceeding against our Company pursuant to a criminal complaint bearing reference

number RCT No.1101/2019 of Judicial Magistrate First Class, Jabalpur. The Case filed for offences under section 406 of

the Indian Penal Code. alleging illegal auction of his gold ornaments. The next date of hearing before Court of Magistrate

is on August 07,2020 and is posted for hearing.

Writ Petitions

1. Thagadappa (“Petitioner”) has filed a writ petition bearing reference number 49404/ 2012 before the High Court of

Karnataka, Bangalore dated December 06, 2012 against our Company requesting for the issuance of a writ of mandamus

and directing our Company to handover the gold pledged by the Petitioner and by fixing the interest payable on the loan at

14%. The Petitioner has also requested the Registrar of Money Lending, Karnataka (second respondent), to expeditiously

enquire into the complaint registered by the Petitioner. The writ petition is posted for final hearing. The matter got

adjourned on the last date of hearing which was on December 19, 2018. The next date of hearing is awaited.

2. Kantharaju (“Petitioner”) has filed a writ petition bearing reference number 49405/ 2012 before the High Court of

Karnataka, Bangalore dated December 06, 2012 against our Company to issue a writ of mandamus directing our Company

to handover the gold pledged by the Petitioner and by fixing the interest payable on the loan at 14%. The writ petition is

posted for final hearing. The matter got adjourned on the last date of hearing which was on December 19, 2018. The next

date of hearing is awaited.

3. Krishnappa (“Petitioner”) has filed a writ petition bearing reference number 49211/2012 before the High Court of

Karnataka, Bangalore on December 05, 2012 against our Company for the issuance of a writ of mandamus or an

appropriate writ to initiate necessary action in law against our Company under the provisions of the Karnataka Prohibition

of Charging Exorbitant Interest Act, 2004 as instructed by the Registrar of Cooperative Societies, Karnataka. The

Petitioner has also requested in the writ directing the third respondent being the RBI to cancel the license accorded in

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favour of our Company for violations of law, circular and extant directions. The writ petition is posted for final hearing.

The matter got adjourned on the last date of hearing which was on December 19, 2018. The next date of hearing is

awaited.

4. Menniah (“Petitioner”) has filed a writ petition bearing reference number 11921/2014 before the High Court of Andhra

Pradesh, Hyderabad on April 17, 2014 against our Company sought the High Court to direct the respondent being the RBI

to order our Company to comply with guidelines issued by RBI and not auction the gold pledged by the Petitioner without

notice. The writ petition is currently pending.

5. Satyanarayana (“Petitioner”) has filed a writ petition bearing reference number 20282/2014 before the High Court of

Andhra Pradesh, Hyderabad dated July 21, 2014 against our Company seeking the High Court of Andhra Pradesh,

Hyderabad to issue a writ of mandamus to set aside the auction proceedings initiated by our Company dated July 16, 2014

for the auction of gold ornaments pledged by the Petitioner in favour of our Company. The writ petition is currently

pending.

6. Ms. Madhusmitha has filed a writ petition bearing reference number 587/2013 before the High Court of Orissa, Cuttack

dated January 08, 2013 against our Company alleging an illegal auction and sale of ornaments pledged. An interim order

was passed on January 30, 2013 under IA number 521/2013 in the aforementioned matter, directing the opposite parties

not to handover the mortgaged gold ornaments to the auction purchaser till February 28, 2013. The writ petition is

currently pending.

7. Panchanana Behera (“Petitioner”) has filed a writ petition bearing reference number 16302/2014 before the High Court of

Orissa, Cuttack on August 26, 2014 against our Company for quashing the letter of termination dated June 27, 2014

terminating the Petitioner’s services as a branch manager. The Petitioner seeks an order directing his reinstatement to his

original designation i.e., branch manager with our Company. Further, the Petitioner also prayed for directing our

Company to treat the period of service as regular from the date of termination till the date of reinstatement with

consequential service benefits. The matter was last listed on November 29, 2014 and the matter was not called upon. The

matter has not been listed. The writ petition is currently pending.

8. Sreekala Anil (“Petitioner”) has filed a writ petition bearing reference number 35024/2019 before the High Court of Kerala,

Ernakulam on December 19,2019 against Secretary, Ministry of Finance, New Delhi and others seeking direction against

Governor, RBI, Bombay (2nd respondent) to take action against the Manappuram Finance Limited represented by it’s

Company Secretary (5th respondent) under section 45-IA(6)(ii) of the RBI Act for violating the direction issued by the 2nd

respondent. The matter is listed on July 07,2020. The Writ petition is currently pending.

g. RBI and SEBI Proceedings

1. The RBI had received a complaint against the Issuer, lodged by Ms. Sreekala Anil (the “Petitioner”). The

Petitioner had instituted criminal proceedings against the Issuer on the grounds that the Petitioner was

given deposit slips for MAGRO Farms, a proprietary concern of V. P. Nandakumar in respect of the

money deposited with the Issuer which the Petitioner sought to renew. The Petitioner alleged that since

the Issuer was no longer allowed to accept deposits from the public, the Issuer had illegally transferred

the deposits to a non- existing company without the knowledge of the depositors. The Issuer had obtained

anticipatory bail for V.P. Nandakumar, The Petitioner had also sought an RBI enquiry into the matter.

The RBI advised the Issuer to stop using the branches of the Issuer to cross sell the products of the group

companies, related companies and firms of V.P. Nandakumar and ensure that the Issuer maintains an

arm’s length relationship with its sister concerns and related firms, and directed the Issuer to immediately

desist from allowing the use of the Issuer’s premises, branches or officials by Manappuram Agro

Farms or any other entity for accepting deposits from the public or for any other financial activity and to

also clarify in the public domain the names of its group entities which were regulated by RBI. The Issuer

responded to the RBI clarifying its position and informed the RBI that as of April 1, 2019, the total

outstanding deposits laying in escrow account was Rs. 1.013 million. Further, Manappuram Agro Farms

has issued demand drafts to the customers for Rs. 1.010 million since April 1, 2019 and consequently, as

of March 31, 2020, the outstanding deposit laying in the escrow account is Rs. 0.007 million. The RBI

pursuant to its letter dated January 01, 2015 confirmed its acknowledgement of the various quarterly

status reports submitted by the Issuer with regard to the deposits collected by Manappuram Agro Farms

and also stated that the reply to the show cause notice submitted by the Issuer is largely acceptable.

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The RBI had through its letter dated August 11, 2017 issued a show cause notice to the Issuer in respect

of (i) the non-declaration by the Issuer of the reserve price during the auction of gold ornaments pledged

by the Customer; (ii) non-intimation to customers in the event of any change in the purity of gold as

assessed by the company subsequent to a disbursement of the loan; (iii) splitting of high value loans

greater than Rs.0.1 million so that the loan disbursements made above Rs.0.1 million are made in cash

(including the issue of uncrossed cheques while disbursing loans above Rs.0.1 million) against which

cash was withdrawn across bank counters by customers; (iv) post auction intimation sent to customers

which did not mention details such as the date of the auction, the venue, the breakup of claim towards

principal, interest and other charges recovered during auction (including not conducting auctions at

designated branches on specified dates despite advertising the same). The Issuer submitted a detailed

reply to RBI providing necessary clarifications on the points observed along with supporting documents

in this regard and also provided necessary clarifications and explanations to RBI in the personal hearing

granted to the Issuer by RBI. Pursuant to this, the RBI vide its letter dated March 28, 2018 advised the

Issuer to strictly follow the extant instructions of RBI pertaining to declaration of reserve price,

certification of purity of gold, conduct of auction process, post auction intimation letter and disbursement

of loan amount in cash, compliance of which will be continuously monitored by the RBI

2. The Company received letter from SEBI, dated September 2, 2013 seeking information in relation to the

directions issued to the Company by the RBI vide letter dated February1, 2012. The SEBI sought

information on whether the Company had formulated a “code of internal procedure and conduct” and a

“code of corporate disclosure practices” in accordance with SEBI directives. The SEBI also sought

information on the time of opening and closing of trading window for the period January 1, 2012 to

February 29, 2012. Copies of circulars and guidelines issued in this regard were also sought. Further,

copies of press notes issued with reference to the directions of the RBI were sought. The details of

permissions obtained by the Company’s directors, key personnel and employees for dealing in the

securities of the Company incompliance with the “code of internal procedure and conduct” and “code of

corporate disclosure practices” were also sought. The Company has responded to each of the queries vide

letter dated September 6, 2013. The Company has confirmed the formulation of the “code of internal

procedure and conduct” and “code of corporate disclosure practices” in accordance with SEBI

Regulations and provided the SEBI with all the information sought.

3. The SEBI has pursuant to emails dated December 26, 2013 observed that in the board meeting held on

March 13, 2013, the probability of our Company reporting a negative profit for the quarter ended March

31, 2013 was discussed. The SEBI sought information from Company with respect to when Company

could ascertain that it would be reporting a loss of up to ₹500 million, the names and addresses of the

persons who were aware of the expected loss before the official announcement was made to the market

on March 20, 2013 the details of trading by the persons on the scrip of Company and the details of the

services availed by Company from Ambit Capital Private Limited. Company has responded to these

queries by letter dated December 30, 2013 stating that the Company was aware of these expected losses

during its review for the relevant quarter which was undertaken in the first week of March 2013 and

disclosing the persons who were aware of the expected losses and the chronology of events leading to the

official announcement on March 20, 2013. Company has additionally informed SEBI that it was merely

seeking consultancy from Ambit Capital Private Limited through its e-mail communication dated January

16, 2014, however no data had been shared by Company with Ambit Private Capital Limited.

SEBI Adjudicating Officer, Enquiries and Adjudication Department (EAD) vide EAD-3 notice dated

May 29, 2019 bearing reference number (SEBI/HO/EAD-3/JS/DJ/OW/P/13577/1/2019) issued Show

Cause Notice (“SCN”) to Company and other persons including I, Unnikrishnan, Sachin Agarwal, Ambit

Capital Private Limited for the alleged violations of certain Regulations under SEBI (Prohibition of

Insider Trading Trading) Regulations, 1992 and SEBI (Prohibition of Insider Trading Trading)

Regulations, 2015, Clause 36 of the listing agreement along with Section 21 of Securities Contract

Regulation Act, 1956, Section 12A(c) of SEBI Act, 1992 read with certain Regulations of SEBI

(Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003 as

more specifically provided in the SCN. SEBI had conducted investigation in the matter of selective

disclosure of unpublished price sensitive information by Company for period from March 1, 2013 to

73

March 20, 2013 and had directed Company and other SCN notices to submit their reply with regard to

their respective alleged violations mentioned in the SCN. Company informed SEBI of its intention to file

settlement application which was accepted by SEBI. On July 15, 2019 Company submitted a detailed

reply to SEBI on all the violations alleged against MAFIL and SCN notices No. 1 to 3 and 8 to 10.

Further, Company also submitted a settlement application on July 25, 2019 for settlement under section 3

of the Securities and Exchange Board of India (Settlement Proceedings) Regulations, 2018 on behalf

of MAFIL and SCN notices No. 1 to 3 and 8 to 10.

Vide SEBI Email Communication dated 05th March 2020, Company and the other Noticees were advised

to attend SEBI internal Committee Meeting on the basis of Settlement Application Nos. 4003-10/2019

and 4033/2019. Company and the other noticees authorized, Mr. Dinesh Kallarackal,- Legal Head of the

Company to attend the said meeting. Meeting was advised to submit the consent to settlement terms

within the stipulated time. Company along with other Noticees agreed to the consent as approved by

Board of Directors at their meeting held on 19th March 2020 and intimated to SEBI.

The High Powered Advisory Committee (HPAC), considered the settlement application and

recommended the case for settlement on payment of the settlement charges. The panel of Whole Time

Members of SEBI approved the recommendation of HPAC on June 8,2020, accordingly the Company

paid the Settlement Charges on June 23, 2020 and consequently the instant adjudication proceedings

stands disposed as per the Settlement Order from SEBI dated 07th July 2020.

4. Shailesh Mehta, our director, has received a show cause notice on November 18, 2013 for violation of

regulations 7(1) and 7(2) of the SEBI (Substantial Acquisition of Shares and Takeover) Regulations,

1997 in relation to the preferential allotment of shares to him by Safari Industries (India) Limited.

Shailesh Mehta has responded to this show cause notice on December 4, 2013 and in the personal hearing

on January 8, 2014, the adjudicating officer agreed to permit Shailesh Mehta to avail consent

proceedings. Shailesh Mehta has on January 10, 2014 intimated the adjudicating officer of his intention to

avail the consent proceedings.

5. SEBI has vide its emails dated March 5, 2014 and March 11, 2014 requested for certain information

relating to Manappuram Agro Farms (including, its bank account statements from October 1, 2011 to

February 29, 2012, its audited financial statements for FY2011-12) and clarifications as to whether

Senmon V. P., Muthu Bhaskar, K..S. Sudhish, Sarada Sankaranarayan (wife of independent director A.

R. Sankaranarayan) were designated as employees or dependents for the purpose of the Company’s

insider trading policies, copy of the resignation of Athulya Suresh, information relating to the transfer of

shares of the Company by M. Anandan and when the Company was informed of this. The Company has

responded to SEBI’s emails on March 12, 2014 and March 13, 2014 providing the bank account

statements and audited financial statements for the relevant period and the resignation of Athulya Suresh

dated November 1, 2011, clarifying that Senmon V. P., Muthu Bhaskar, K.S. Sudhish are not designated

employees for the purpose of the code of conduct while Sarada Sankaranarayan is a dependent and that

M. Anandan had informed the Company of the sale of its shares on September 6, 2013.

6. SEBI has by its letter dated May 30, 2014 observed that there have been delays in processing of

rematerialisation requests of investors of the acquirer on accounts of delays by the Acquirer in issuing

signed share certificates. The Acquirer has in its response dated June 20, 2014 clarified that the delay was

on account of non-availability of stationery since the relevant debenture issuance was only in demat form

and there were delays in collection of the original demat register from the office of the registrar and

transfer agent. as corrective measures, the acquirer has proposed allotment of debentures in physical and

demat form, designating a senior manager to co-ordinate with the registrar and transfer agent and

ensuring that sufficient copies of the share certificates are available with the registrar and transfer agent.

74

7. SEBI has issued a notice dated August 6, 2014 under Section 4 of the SEBI (Procedure for Holding

Inquiry and Imposing Penalties by Adjudicating Officer) Rules, 1995 to our Managing Director and Chief

Executive Officer, V. P. Nandakumar, our Directors, I. Unnikrishnan, B. N. Raveendra Babu and our

Company Secretary, Rajesh Kumar. In this notice, SEBI has observed that the RBI issued a press release

on February 6, 2012 stating that our Company cannot accept or renew public deposits. On February 7,

2012 the price of our Company’s scrip declined by 19.95% from the previous trading day. The NSE

suspected insider trading by certain entities who sold their shares prior to the RBI press release. Further,

on February 2, 2012 the financial results for the three months’ period ended December 31, 2011 was

announced and an interim dividend was declared. In accordance with the SEBI (Prohibition of Insider

Trading) Regulations, 1992 declaration of financial results and dividends are price sensitive information

and the trading window is to be closed during this period. Although, the trading window was closed from

January 27, 2012 to February 2, 2012 our Company has failed to comply with the relevant SEBI

Regulations which require that the trading window to be closed for a period up to 24 hours after the

corporate announcement. On these grounds, SEBI has issued a notice to show cause as to why an inquiry

should not be held against them for violation of the SEBI (Prohibition of Insider Trading) Regulations,

1992. An identical show cause notice dated August 6, 2014 has also been issued to our Company. We had

been provided with a period of 14 days to respond. We have replied to SEBI by our letter dated

September 1, 2014 requesting for permission to undertake inspection of all documents and records

available with SEBI in relation to the show cause notice. On a review of the documents, we have filed a

consent application dated November 29, 2014 along with an application dated November 29, 2014 for

condonation of delay. In our consent application we have stated our willingness to consent to a settlement

without admitting or denying any wrongdoing on our part. We have also requested the SEBI Internal

Committee and the High Powered Advisory Committee to arrive at a settlement amount commensurate

with the merits of the case and have expressed our willingness to pay the same as a full and final

settlement of all proceedings arising out of the notice. The Company, directors and KMP have received

settlement order dated September 23, 2015 in respect of the show cause notice dated August 6, 2015 was

issued to the applicants alleging that they violated the provisions of the code of conduct and paid the

settlement amount.

8. SEBI vide its letter No. SRO/KLO/DMU/OW/CIS/29388/2015 dated October 19, 2015 to Mr.

V.P.Nandakumar, sought information pertaining to operations of Manappuram Agro Farms (“MAGRO”),

its books of accounts, bank accounts including escrow account details among other particulars under the

subject of allegation of fund raising in violation of the provisions of SEBI (Collective Investment

Schemes) Regulations, 1999 and SEBI Act. As per the abovementioned SEBI letter, the information

sought was based on the receipt of complaints by SEBI under CIS regulations. Mr. V.P. Nanadakumar

had provided an interim reply on October 26, 2015 seeking more time to provide the documents sought

by SEBI. Mr. V.P. Nanadakumar provided the detailed reply along with relevant/supporting documents

on November 25, 2015 and December 4, 2015 as sought by SEBI vide its letter dated October 19, 2015.

In continuation to the above reply, SEBI vide its letter No.SRO/KLO/DMU/OW/P/2016/12685/1 dated

May 2, 2016 sought further clarification and information based on the documents provided earlier. Mr.

V.P. Nandakumar provided reply on May 03, 2016 and May 26, 2016 along with relevant/supporting

documents and SEBI has not yet reverted on the reply provided by Mr. V.P. Nandakumar.

9. The SEBI has pursuant to its letter dated August 17, 2012 sought information from MAFIL with respect

to the RBI’s press release dated February 6, 2012 in respect of MAFIL stating that acceptance of deposits

either by MAFIL or by Manappuram Agro Farms is an offence punishable with imprisonment. MAFIL

had been asked to provide details of the correspondence between the RBI and to clarify whether MAFIL

or any of its top management had any relationship with certain persons mentioned in the letter. MAFIL

has responded to each query raised in the above mentioned letter, by its letter dated August 27, 2012. No

further communication has been received from SEBI.

75

h. Consumer Disputes

The Company has been made party to several consumer cases which are now pending before various district and state

consumer dispute redressal forum. These cases have been filed based on allegations of deficiency in service rendered by us.

Such grounds include inter alia the adoption of improper processes for conducting the auction of jewelry, wrongful seizure

of hypothecated goods and charging very high interest rates on loans.

i. Civil Suits

1. Our Company has been made party to numerous civil suits which are pending before various courts in different states.

These cases have been filed by our customers on various grounds including the adoption of improper processes for

conducting gold auction, wrongful seizure of hypothecated goods and charging very high interest rates on loans. The

petitioners have sought permanent injunctions, restraining us from auctioning the gold or seizing the hypothecated

vehicles. In cases where the auction has been conducted, petitioners have sought an order declaring the auction to be

illegal and void and for return of the pledged gold. Cases have also been filed by employees alleging that their services

have been wrongfully terminated.

2. Our Company has been made party to civil suits which are pending before the civil courts in different states. These cases

have been filed by owners of branch premises for eviction on various grounds including non-payment of rent,

enhancement of rent, expiry of lease period and trespass. The petitioners in such cases have also claimed damages and

mesne profits. As of the date of this Disclosure Document, there are 52 such cases pending before various courts. The

debenture committee of our Company in its meeting held on August 30, 2018 has determined that any pending civil

litigations against the Company, the subsidiaries, group companies of the Company where the amount exceeds Rs. 380

million individually are considered as material pending civil litigations against the Company

3. Our Company has been made party to a few cases which are pending before the District Legal Services Authority. These

cases have been filed by customers for reduction in the auction amount and to permit remittance of the amount,

compensation for deficiency in service and return of pledged goods.

4. A few of our employees have filed cases against the Company before various labour commissioners and inspectors which

relate to non-payment of minimum wages or overtime wages, claims for arrears of salary, encashment of leave, refund of

salary deducted or re-instatement. Our Company has been made a party to cases by agency appointed security guards

before various labour commissioners, courts and officer, which relate to non-payment of minimum wages. Our Company

has been made a party to cases in relation to violation of the Payment of Gratuity Act, 1972 and the rules there under and

Section18, Rule 29(5) and Section 18(2), Rule 23 of the Minimum Wages Act, 1948 in relation to the furnishing of the

annual returns

5. We have been made a party to certain proceedings filed by persons against whom arbitration awards have been passed

challenging the arbitration awards on the grounds of improper services of notice of the appointment of the arbitrator, the

place of arbitration and the claims and documents relied on by the Company and for violation of the principles of natural

justice without the opportunity to be heard.

Material Civil Cases initiated by Our Company

1. Our Company has initiated 64 civil cases against the owners of the leased premises in which our Company’s branches are

located. These cases have been filed for obtaining injunctions against owners of the branch premises to prevent forceful

eviction and to ensure peaceful possession of the premises, for compensation and recovery of advance submitted. As on

the date of this Disclosure Document, these cases pending before various courts.

2. Our Company has filed a special leave petition (Civil) bearing reference number 35045 of 2009 before the Supreme Court

of India challenging the common final judgment and order dated November 18, 2009 passed by the division bench of the

High Court of Kerala. Our Company had filed a writ petition before the High Court of Kerala challenging the order of the

Commissioner of Commercial Taxes, Kerala, which directs our Company to register under the provisions of Kerala

Money Lenders Act, 1946, as amended from time to time (“KMLA”). The single judge of the High Court of Kerala held

that our Company fell within the meaning of “money lenders” as defined under the KMLA. On appeal, the division bench

of the High Court of Kerala upheld the order of the single judge dated February 14, 2007, and dismissed all appeals in

connection with such writ petition. The Supreme Court of India has admitted the aforesaid special leave petition and

pursuant to an order dated December 16, 2009 stayed the operation of the impugned order of the division bench of the

High Court of Kerala. Further, the Supreme Court has by its order dated July 4, 2012 ordered that the stay granted earlier

would continue until the pendency of the matter. The special leave petition was listed for final arguments on February 12,

2020 but was not taken up. The next date is awaited.

76

3. Our Company has filed a writ petition before the Karnataka High Court against the order of the Deputy Registrar of Money

Lenders dated May 8, 2012 and the order of the Registrar of Co-operative Society/Money Lenders dated May 11, 2012

which stipulate that our Company falls within the purview of the Karnataka Money Lenders Act, 1961 and the Karnataka

Prohibition of Exorbitant Interest Act, 2004 and that criminal proceedings should be initiated against our Company for

levying exorbitant interest rates. The Karnataka High Court has by its order dated June 13, 2012 in the civil writ petition

18597/2012, directed the respondents not to take any coercive action pending disposal of the writ petition. The matter is

pending.

4. Our Company has filed a writ petition bearing No. 17168 of 2014 on July 4, 2014 challenging the notices issued by Kollam

Municipal Corporation requiring our Company to obtain a license under the provisions of Kerala Municipalities Act and

seeking a writ of mandamus declaring that the business of advancing loans against pledge of gold ornaments as security

does not fall within the scope of the relevant notification so as to render it liable for payment of license fees. The matter is

currently pending.

5. Our Company has filed a writ petition bearing No. WP(C) No. 34217/14 before the Madras High Court against the order

being C. No. 183/EOW/2014 dated December 13, 2014 (“Order”) passed by the Inspector of Police, Economic Offences

Wing II (U) Vellore (“Respondent”) seeking quashing of the impugned Order and issue direction to the respondent vide a

writ of certiorari including such other order as the court may deem fit. interim stay has been granted in favour of our

Company and the police has been directed to surrender jewels in its custody to Court. The matter is pending.

6. Our Company has filed a writ petition bearing No. WP 2483/15 before the High Court of Judicature at Bombay, against the

order of the Office of the Controller of Weights and Measures Department, Maharashtra, Inspector of Legal Meteorology

(“Authority”) challenging the applicability of circular issued by the Authority in respect of use the electronic weighing

balance of Class I or class II having e-value of 1 mg. The matter is admitted and is awaited for listing.

7. Our Company had filed a writ petition bearing No.24632/2016 before the Karnataka High Court on April 23, 2016 for

quashing of the order bearing No. CO 30 CLM 2016 dated March 21, 2016 passed by the second respondent, additional

chief secretary, Govt. of Karnataka directing the petitioner to stop the auction proceedings. The Karnataka High Court

passed an order dated September 23, 2016 dismissing the writ. An appeal bearing writ appeal No. 5141/2016 has been

filed before the Karnataka High Court by our Company on December 17, 2016. The matter is at the stage of hearing and is

awaited for listing.

8. Our Company has filed a writ petition bearing No.33358/2016 before the Karnataka High Court on June 13, 2016 against

the State of Karnataka and others seeking for quashing of the order by the authority cancelling the exemption granted in

favour of our Company. Interim stay has been granted. The matter is pending.

9. Our Company has filed a writ petition bearing No. 49824/2016 before the Allahabad High Court on October 7, 2016

against the State of Uttar Pradesh. and two others seeking before the Court to declare that the business of advancing loans

against the pledge of gold ornaments as security will not come under the ambit and scope of Section 298 of UP

Municipality Act, 1916 and the third respondent being Deoria Nagar Palika has no authority to demand or levy license fee

against our Company. Our Company further prayed for quashing the notices issued by third respondent. The matter is

pending for admission.

10. Our Company has filed a writ petition bearing Writ Petition No. 49826/2016 before the Allahabad High Court on October

7, 2016 against the State of Uttar Pradesh and two others seeking before the Court to declare that the business of

advancing loans against the pledge of gold ornaments as security will not come under the ambit and scope of Section 298

of UP Municipality Act, 1916 and the third respondent being Bhadohi Nagar Palika has no authority to demand or levy

license fee against our Company. Our Company further prayed for quashing the notices issued by third respondent. The

matter is pending for admission.

11. Our Company has filed a writ petition bearing Writ Petition No. 38380/16 before the Kerala High Court on November 30,

2016 against the Land Revenue Commissioner and others seeking the Court to issue a writ of certiorari or any other writ

or direction for quashing the orders passed by the District Registrar and Land Revenue commissioner for impounding the

memorandum of deposit of title deeds and for passing an order or direction directing the second respondent to register the

mortgage created by virtue of deposit of title deeds on receipt of the stamp duty under the provisions of Article 6 of the

Kerala Stamp Act without imposition of any further stamp duty. The matter is at the stage of admission.

12. Our Company has filed a writ petition bearing No.12695/2017 before the Karnataka High Court on March 21, 2017

against the State of Karnataka seeking a direction to declare the Sub Rule 13 (i), (ii) & (iii) of Rule 3 of the Karnataka

Legal Metrology (Enforcement) (Amendment) Rules 2014 per notification dated January 23, 2016 bearing No. FCS181

EBT 2014 (Gazette Notification dated 25.01.2016) regarding use of 1 mg accuracy weighing devices, as unlawful and

liable to be struck down. Further our Company also prayed before the Court to quash the consequential notices under the

notification issued by Inspector of Legal Metrology. The matter is pending for admission.

77

13. Our Company is being filed a Special Leave to Appeal bearing No.8767/2020 before Supreme Court Of India against the

impugned judgment and final order dated 14.11.2019 in W. P. (C) No. 26803 of 2017(A) passed by the Hon’ble High

Court of Kerala at Ernakulam whereby the Hon’ble High Court sustained the notification dated 28.07.2016 published in

the Kerala Gazette extraordinary dated 09.08.2016, on all other aspects other than striking down the prescription of service

weightage, allowance of extra duty and risk allowance prescribed by the State Government in the said notification for

reason of it being beyond the competence of the State Government under the Minimum Wages Act.

Enforcement Directorate (“ED”)

V. P. Nandakumar, MD and CEO in the past, had been summoned by the Enforcement Directorate seeking

information in relation to the Manappuram group. V. P Nandakumar, through various letters had provided the

information sought and had also appeared in person before the Enforcement Directorate in respect of the same.

The officials of the Enforcement Directorate have orally intimated V. P. Nandakumar that the proceedings are

closed.

j. Compounding applications under the Companies Act, 1956

The company failed to make entries in the register of company maintained under section 301(1) and (2) of the

Companies Act 1956 for the contracts entered with M/s. Manappuram Chit Fund Co. Pvt. Ltd. The Company filed

application before the Regional Director, Southern Region, MCA Chennai under section 621A of Companies Act

1956 seeking compounding of the said offence.

The Managing Director being the proprietor of M/s. Manappuram Chit Fund Co. Pvt. Ltd has failed to disclose the

nature of his concern or interest in the board meetings of the company and therefore contravened the provision of

section 299 of the Companies Act, 1956. The Company filed application before the Regional Director, Southern

Region, MCA Chennai under section 621A of Companies Act,1956 seeking compounding of the said offence

The Regional Director, Southern Region, Chennai vide its order dated May 20, 2013 compounded the above

mentioned offences under section 301(1) & (2) and section 299 by levying compounding fees

k. Remuneration of directors (during the current year and last three financial years):

Details of remuneration paid to the executive and non- executive directors during the current year and for the last

three financial years are given below:

Details of remuneration paid to executive and non-executive directors during the financial year 2019-20 (for the

current period)

Sl

No

Name of Director Sitting Fees Salaries &

other

allowances

Commission Total

Board Committee

1 Mr.V.P.Nandakumar Nil Nil Rs.7,50,00,000 Rs.3,50,00,000 Rs.11,00,00,000

2 Mr.B.N.Raveendra Babu Nil Nil Rs.1,08,08,400 Rs.38,50,000 Rs.1,46,58,400

Non-Executive Directors

1 Mr.Jagdish Capoor Rs.3,20,000 Rs.5,50,000 Nil Rs.38,25,000 Rs.46,95,000

2 Adv.V.R.Ramachandran Rs.3,20,000 Rs.4,95,000 Nil Rs.21,25,000 Rs.29,40,000

3 Mr.P.Manomohanan Rs.2,80,000 Rs.6,65,000 Nil Rs.25,50,000 Rs.34,95,000

4 Ms. Sutapa Banerjee Rs.3,20,000 Rs.5,95,000 Nil Rs.21,25,000 Rs.30,40,000

5 Mr. Gautam Ravi Narayan

(#)

Nil Nil Nil Nil Nil

6 Mr. Abhijit Sen Rs.2,00,000 Rs.1,10,000 Nil Rs.19,12,500 Rs.22,22,500

7 Mr. Harshan Kollara Rs.40,000 Nil Nil Rs.3,54,167 Rs.3,94,167

78

Sl

No

Name of Director Sitting Fees Salaries &

other

allowances

Commission Total

Board Committee

8 Mr. Shailesh J. Mehta Rs. 40000 Nil Nil Rs.3,18,750 Rs.3,58,750

9 Mr. V.R. Rajiven (*) Rs.1,20,000 Rs.1,50,000 Nil Rs.10,62,500 Rs.13,32,500

10 Mr. E.A. Kshirsagar ($) Nil Nil Nil Nil Nil

# Non-Executive Director

* Deceased Director

$ Nominee Director

Details of Remuneration paid to Executive and non-Executive Directors during the financial year 2018-19

Sl

No

Name of Director Sitting Fees Salaries & other

allowances

Commission Total

Board Committee

1 Mr.V.P.Nandakumar Nil Nil 73704597 50000000 123704597

2 Mr.B.N.Raveendra Babu Nil Nil 11626718 5500000 17126718


1 Mr.Jagdish Capoor 480000 200000 Nil 4500000 5180000

2 Adv.V.R.Ramachandran 480000 135000 Nil 2500000 3115000

3 Mr.P.Manomohanan 480000 520000 Nil 3500000 4500000

4 Mr.Shailesh J Mehta 160000 160000 Nil 4500000 4820000

5 Mr.V.R.Rajiven 440000 560000 Nil 2500000 3500000

6 Dr.Amla Samanta 360000 420000 Nil 2500000 3280000

7 Ms. Sutapa Banerjee 80000 Nil Nil 400000 4080000

8 Mr.E.A.Kshirsagar Nil Nil Nil Nil Nil

9 Mr. Gautam Ravi Narayan Nil Nil Nil Nil NIl


Sl

No


allowances

Commission Total

Board Committee









6 Mr.V.R.Rajiven 120000 260000 Nil 2000000 2380000

7 Gautam Ravi Narayan Nil Nil Nil Nil Nil


79


Sl

No


allowances

Commission Total

Board Committee









6 Mr.V.R.Rajiven 200000 510000 Nil 2000000 2710000

7 Mr.Pradeep Saxena Nil Nil Nil Nil Nil


l. Related party transactions entered during the last three financial years and quarter ended immediately preceding the

year of issue of private placement offer cum application letter including with regard to loans made or, guarantees given

or securities provided – (part of financials)

m. Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately

preceding the year of issue of private placement offer cum application 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 is given in the following chart

SL.

No

Financial

Year

Auditors Remark/Qualification Impact on

Financial

Statements and

Financial

Position

Corrective Steps Taken or

Proposed

1 2014-15 During the year there have been certain

instances of fraud on the Company by

employees where gold loan related

misappropriations/cash have occurred.

69.23 million

(net of

recoveries ₹

8.87 million)

Considering the nature of its

business, there are instances of

certain inherent risks associated

with the business of the Company.

The Company has fully provided

for these amounts in the financial

statements and is in the process of

recovering these amounts from the

employees and taking legal action.



officers and employees where gold loan

related misappropriations / cash

embezzlements /burglaries have

occurred

Rs. 36.36

million (Net of

recoveries

Rs.23.69

million)









employees and taking legal action

80

SL.

No

Financial

Year

Auditors Remark/Qualification Impact on

Financial

Statements and

Financial

Position

Corrective Steps Taken or

Proposed






occurred

Rs. 17.46

million (Net of

recoveries

Rs.54.71

million)









employees and taking legal action






occurred

Rs. 63.29

million (Net of

recoveries

Rs.10.22

million)















occurred

Rs. 10.04

million (Net of

recoveries

Rs.3.97 million)










n. Details of any inquiry , inspections or investigations initiated or conducted under Companies Act, 2013 or any previous

company law in the last three years immediately preceding the year of issue of private placement offer cum application

letter in the case of Company and all of its subsidiaries and if there were any prosecution filed ( whether pending or

not) , fine imposed, compounding of offences in the last three years immediately preceding 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: Nil.

81

o. 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.

Frauds reported to RBI;

Particulars 31-Mar-20 31-Mar-19 31-Mar-18 31-03-2017

No. of

cases

Value

(in ₹

Million

No. of

cases

Value (in

₹

Million)

No. of

cases

Value (in

₹

Million)

No. of

cases

Value (in

₹ Million)

Fraud Cases* (A+B+C) 15 79.26 9 8.73 22 75.76 31 126.17

A- Fraud cases where

employees of the Company

are involved

10 24.41 6 3.21 14 23.69 21 70.45

B- Fraud cases where the

employees & customers of

the Company are involved

1 5.25 1 1.34 5 50.37 5 2.68

C- Fraud cases where the

customers of the Company

are involved

4 49.59 2 4.18 3 1.7 5 53.04

3) FINANCIAL POSITION OF THE COMPANY

a. The capital structure of the Company in the following manner in a tabular form.

(Updated till the last quarter ended.)

Date of

Allotmen

t

No. of

equity

shares

Face

Valu

e (₹)

Issue

price

per

equity

share

(₹)

Nature

of

consider

ation

Type of

Allotmen

t

Cumulativ

e no of

equity

shares

Cumulative

paid-up

equity share

capital

Equity

share

equity

premi-

um (₹)

Gross Cumu-

lative share

premium (₹)

Jun 30,

1992

1,250,000 10 10 Cash Promoter

contributi

on

1,250,000 12,500,000 Nil -

Aug 21,

1995

1,750,000 10 10 Cash Public

issue

3,000,000 30,000,000 Nil -

Aug 1,

2003

1,500,000 10 10 Cash Rights

issue

4,500,000 45,000,000 Nil -

Jul 30,

2005

1,000,000 10 25 Cash Preferenti

al issue

5,500,000 55,000,000 15 15,000,000

Jan 15,

2007

5,500,000 10 10 Nil Bonus

issue

11,000,000 110,000,000 Nil 15,000,000

Jun 21, 3,283,582 10 142.53 Cash Conversio 14,283,582 142,835,820 132.53 450,173,122

82

Date of

Allotmen

t

No. of

equity

shares

Face

Valu

e (₹)

Issue

price

per

equity

share

(₹)

Nature

of

consider

ation

Type of

Allotmen

t

Cumulativ

e no of

equity

shares

Cumulative

paid-up

equity share

capital

Equity

share

equity

premi-

um (₹)

Gross Cumu-

lative share

premium (₹)

2008 n of

preference

share

Mar 16,

2009

2,972,246 10 166.62 Cash Conversio

n of

preference

share

17,255,828 172,558,280 156.62 915,686,291

Jan 11,

2010

11,677,38

2

10 10 Nil Allotment

on merger

28,933,210 289,332,100 Nil 9156862,91

March 4,

2010


institution

- al

placement

32,473,630 324,736,300 681 3,326,712,311

March 18,

2010

1,564,892 10 166.62 Cash Warrant

conversio

n

34,038,522 340,385,220 156.62 3,571,805,696

April 22,

2010

170,192,6

10

2 2 Nil Split of

shares

170,192,61

0

340,385,220 Nil 3,571,805,696

May 11,

2010

170,192,6

10

2 2 Nil Bonus

issue

340,385,22

0

680,770,440 Nil 3,571,805,696

Sept 9,

2010

13,210,03

9

2 75.69 Cash Preferenti

al issue

353,595,25

9

707,190,518 73.7 4,545,385,570

Sept 28,

2010

3,471,000 2 33.12 Cash Employee

stock

option

357,066,25

9

714,132,518 31.12 4,653,403,090

Nov 18,

2010

59,523,80

9

2 168 Cash Qualified

institution

- al

placement

416,590,06

8

833,180,136 166 14,534,355,384

March 19,

2011


stock

option

416,874,18

8

833,748,376 31.12 14,543,197,199

June 11,

2011

416,874,1

88

2 - Nil Bonus 833,748,37

6

1,667,496,75

2

Nil 14,543,197,199

October

8, 2011

7,354,760 2 16 Cash Employee

stock

option

841,153,13

6

1,682,306,27

2

14.56 14,651,010,504

March 10,

2012


stock

option

841,153,13

6

1,682,306,27

2

14.56 14,651,010,504

Sept 25,

2012


stock

option

841,187,13

6

1,682,374,27

2

14.56 14,651,505,544

Feb 6,

2013


stock

option

841,207,13

6

1,682,414,27

2

14.56 14,651,796,744

June

16,2016


stock

option

841,331,51

1

1,682,663,02

2

29.25 14,655,434,712

83

Date of

Allotmen

t

No. of

equity

shares

Face

Valu

e (₹)

Issue

price

per

equity

share

(₹)

Nature

of

consider

ation

Type of

Allotmen

t

Cumulativ

e no of

equity

shares

Cumulative

paid-up

equity share

capital

Equity

share

equity

premi-

um (₹)

Gross Cumu-

lative share

premium (₹)

July 21,

2016


stock

option

841,574,93

6

1,683,149,87

2

29.25 14662554893.2

5

October

27, 2016


stock

option

841,612,13

6

1,683,224,27

2

29.25 14,663,642,993.

25

January

31, 2017


stock

option

841,899,63

6

1,683,799,27

2

29.25 14,672,052,368.

25

April 17,

2017


stock

option

841,949,63

6

1,683,899,27

2

29.25 14,673,514,868.

25

Septembe

r 21, 2017


stock

option

841,960,24

9

1,683,920,49

8

84.45 14,674,411,136.

10

December

20, 2017


stock

option

841962470 1683924940 84.45 14674598699.5

5

February

21 , 2018


stock

option

841972032 1683944064 84.45 14675406210.4

5

March 16

, 2018


stock

option

842535762 1685071524 84.45 14723013208.9

5

June

02,2018


stock

option

842537461 1685074922 84.45 14723156689.5

July 31 ,

2018


stock

option

842539160 1685078320 82.78 14723297332.7

2

Sep 19,

2018


stock

option

842809857 1685619714 84.45 14746157694.3

7

April

05,2019


stock

option

843165850 1686331700 84.45 14776221303.2

2

June

26,2019

96114 2 90000

shares

at the

rate

100.88

and

6114

shares

at the

rate of

86.45

Cash Employee

stock

option

843261964 1686523928 98.88

and

84.45

14785120503.2

2 and

14785636830.5

2

October 1704575 2 1649575 Cash Employee 844966539 1689933078 84.45 and 14924943439 and

84

Date of

Allotmen

t

No. of

equity

shares

Face

Valu

e (₹)

Issue

price

per

equity

share

(₹)

Nature

of

consider

ation

Type of

Allotmen

t

Cumulativ

e no of

equity

shares

Cumulative

paid-up

equity share

capital

Equity

share

equity

premi-

um (₹)

Gross Cumu-

lative share

premium (₹)

05,2019 shares @

86.45

and

55000 @

Rs. 100.88

stock option 99.88 14930436839

December

14 ,2019

11756 2 5500

shares @

86.45

and 6256

shares @

84.78

Cash Employee

stock option

844978295 1689956590 84.45 and

82.78

14930901039 and

14931418911

February

10,2020 14830 2 11431

shares @

86.45

and

3399

shares @

84.78

Cash Employee

stock option

844993125 1689986250 84.45 and

82.78

14932384533.90

and

14932665903.120

April

08,2020 183273 2 86.45 cash Employee

stock option

845176398 1690352796 84.45 14948143308

b. Share Capital as on the last day of quarter

Authorised share capital Amount

980,000,000 Equity Shares of Rs. 2 each 1,960,000,000

400000 preference shares of Rs. 100 each 40,000,000

Issued, subscribed and paid up share capital before the Issue 1690352796

845176398 Equity Shares of Rs. 2 each, fully paid up 1690352796

Issued, subscribed and paid up share capital after the Issue 1690352796


Issued, subscribed and paid up share capital after conversion of convertible

instruments

NA


Present Issue in terms of this Offer Letter NA

Securities premium account before the Issue NA . Issue of NCD will

not reflect the premium

– (Outstanding - Rs.

1,399.55 Crores)

Securities premium account after the Issue NA . Issue of NCD will

not reflect the premium

– (Outstanding - Rs.

1,399.55 Crores)

85

i. (a) the authorised, issued, subscribed and paid up capital (number of securities, description

and aggregate nominal value); Authorised Capital Rs.200 Crores ,Issued, PaidUp

capital :Rs 1690352796/-

(b) size of the present offer : Rs.10 crores as base issue with an option to retain

oversubscription of Rs.300 crores aggregating to Rs.350 crores

(c) paid up capital: Rs. 1690352796/- (Equity) as on the last day of quarter ended

(d) after the offer: Not applicable;

(e) after conversion of convertible instruments (if applicable): Not applicable; and

(f) share premium account (before and after the offer): NA( The issue of NCD will not

reflect in premium ) 1,399.55 Crores

ii. The details of the existing share capital of the Issuer in a tabular form, indicating

therein with regard to each allotment, the date of allotment, the number of shares

allotted, the face value of the shares allotted, the price and the form of

consideration. Provided that the Issuer shall also disclose the number and price at

which each of the allotments were made in the last one year preceding date of

private placement offer cum application letter separately indicating the allotments

made for considerations other than cash and the details of the consideration in each

case;

c. Profits of the Company, before and after making provision for tax, for the three financial years immediately

preceding the date of issue of private placement offer cum application letter.

The table below set forth information regarding profit for the last three financial year

(Rs. In millions except dividend per share)

Particulars As at March

31,2020

As at March

31, 2019

As at March

31, 2018

Profit before tax 16800.1 12,177.42 10,553.68

Total tax expense 4496.98 4,272.86 3,662.80

Profit after tax 12303.12 7,904.56 6,890.88

Dividend declared per

share of Rs.2

2.75 Rs. 2.20 Rs. 2.00

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).

d. The following table sets forth certain details regarding the dividend paid by our Company on the equity shares for

Fiscal Years.

Particulars Fiscal

2019

Fiscal

2018

Fiscal

2017

Fiscal

2016

Fiscal

2015

Face value of Equity Shares (Rs. per

share)

2 2 2 2 2 2

Interim dividend on Equity Shares

(Rs. per share)

2.75 2.15 2 1.5 2.25 1.35

Final dividend of Equity Shares (Rs.

per share)

0 0 0 0 0 0

Total interim dividend on Equity

Shares

2321.75 1811.77 1683.94 1262.56 1892.72 1135.65

86

Particulars Fiscal

2019

Fiscal

2018

Fiscal

2017

Fiscal

2016

Fiscal

2015

Total final dividend on Equity Shares 0 0 0 0 0 0

Dividend tax (gross) on interim

dividend

477.24 372.41 342.81 257.02 385.31 215.71

Dividend tax (gross) on final dividend 0 0 0 0 0 0

e. Interest Coverage Ratio

Particulars Fiscal

2020

Fiscal

2019

Fiscal

2018

Fiscal

2017

Fiscal

2016

Fiscal

2014

Fiscal

2015

Cash profit (Profit after tax +

Depreciation) (Rs. Million)

13843.78 8,589.34 7,500.58 7842.95 3903.32 3246.13 2,899.06

Interest (Rs. million) 13911.99 10177.69 7943.94 10025.55 8838.65 8726.7 10266.01

Interest coverage ratio 2.2 2.2 2.33 2.11 1.44 1.37 1.28

A summary of the financial position of the Company as in the three audited balance sheets immediately preceding

the date of issue of private placement offer cum application letter;

Unconsolidated Statement of Assets and Liabilities of the Company as at the end of the last three financial

years preceding the date of the offer letter: (3 years complete set of financials are enclosed with IM).

Unconsolidated Profit and loss account of the Company for the last three financial years preceding the date

of the offer letter: 3 years complete set of financials are enclosed with IM

f. Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer letter: (3 years

complete set of financials are enclosed with IM , Cashflow is part of Financials)

g. Any change in accounting policies during the last three years and their effect on the profits and the reserves of the

Company: No Change.

h. The changes in the accounting policies of the Company during the last three financial years given below: No

other changes.

A. Cash flow from operating

activities

March 31

2018

March 31

2017

March 31

2016

March 31

2015

March 31

2014

Net profit before taxation 10,665.55 11148.77 5189.12 4124.28 3,430.50

Depreciation and amortization 609.70 582.61 530.89 538.81 638.95

(Profit)/loss on sale of fixed assets -3.41 -5.17 -6.7 -6.5 -4.82

Net gain on sale of current

investments

-5.95 -5.98 -23.3 -77.2 -169.49

Interest Income -95.91 -117.7 -229.53

Interest Expense 8562.56 8416.43 10,020.75

Dividend Income -

Provision for standard assets 61.93 95.90 128.76 27.41 -44.43

Bad debts/advances written off /

provision for non-performing assets

and provision for doubtful advances

414.24 459.99 195.96 247.17 513.1

Amortization of forward contracts

Premium

27.68 89.77

87


activities

March 31

2018

March 31

2017

March 31

2016

March 31

2015

March 31

2014

Provision for Litigation claim 0.23 6.56 4.07 4.64 9.69

Operating profit before working

capital changes

11,769.97 12372.45 14485.45 13157.34 14,164.72

Movements in working capital:

Increase/ (decrease) in trade payable -225.58 452.71 -9.63 -119.79 -48.96

Increase/ (decrease) in other current

liabilities and provisions

401.95 1985.14 265.85 -589.57 -1,840.23

Decrease / (increase) in long-term

loans and advances

-5,336.06 -636.90 -1242.25 -309.49 -120.6

Decrease / (increase) in short-term

loans and advances

-8,371.73 -13485.41 -9433.01 -11072.99 17,606.52

Decrease / (increase) in other current

assets

414.50 513.03 2220.84 -13.6 751.61

Increase / (decrease) in Other long

term liabilities (net)

-433.22 -187.27 -8.17 23.74 -20.17

Cash generated from /(used in)

operations

-1,780.17 1013.75 6279.08 1075.64 30,492.89

Direct taxes paid (net of refunds) -4,122.66 -3,847.09 -1682.35 -1378.47 -1,257.99

Net cash flow from/ (used in)

operating activities (A)

-5,902.83 -2833.34 4596.73 -302.83 29,234.90

B. Cash flows from investing

activities

Purchase of fixed assets, including

CWIP

-1515.90 -464.04 -710.152492 -246.83 -258.66

Proceeds from sale of fixed assets 5.86 5.57 10.8529177 8.44 9.48

Purchase of current investments 0 -450 -1625.46 -7,473.65

Purchase of non-current investments -507.86 0 -1565.5 -1456.83 -163.56

Sale of current investments - - 2591.5 7484.5 6,662.80

Interest Income on DLB Bond 5.95 5.98

Sale of non-current investments -

Redemption/ maturity of bank

deposits (having original maturity of

more than three months)

656.46 1148.11 937.8 1838.88 3,562.24

Investments in bank deposits (having

original maturity of more than three

months)

-849.98 -1019.65 -1052.34 -925.76 -2,588.78

Interest received 96.61 181.15 239.05

Dividends received -

Net cash flow from/ (used in)

investing activities (B)

-2,205.47 -324.03 -141.2295743 5258.09 -11.08

C. Cash flows from financing

activities

Proceeds from issuance of equity

share capital

52.23 21.65 -

Share issue expense -

Proceeds from Institutional

debentures (Long term)

2,000.00 15050 100

Redemption of preference shares -

Repayment of Institutional

debentures

-767.00 -436.40 -890.505 -1227.04 -3,042.14

Proceeds from issue of Public

debentures

4785.52 2,000.00

Repayment of Public debentures -2,706.74 -1539.72 -1505.35 -455.61 -2,987.32

88


activities

March 31

2018

March 31

2017

March 31

2016

March 31

2015

March 31

2014

Proceeds from Institutional

debentures (short term)

-

Repayment of Institutional

debentures (short term)

-999.79

Proceeds from Retail Debenture 50 2,730.40

Repayment of Retail Debenture -320.72 -94.66 -451.815 -2565.61 -3,354.16

Proceeds from inter corporate

deposits

112.5

Repayment of inter corporate

deposits

-32.5 -80

Application money received for

issue of redeemable non-convertible

debenture

-2000 2,008.15

Proceeds from commercial paper 1,40,976.40 87,246.61 70266.4915 74654.58 19,755.65

Repayment of commercial paper -1,35,119.36 -73,489.32 -61834.06077 -73748.44 -20,462.19

Proceeds from subordinated debt

(Institutions)

-

Proceed from Vehicle Loan 0 31 0 2.13

Repayment of Vehicle Loan -5.30 -1.73 -1.996 -3.38 -4.43

Repayment of Deposits -

Proceed from Finance Lease 110.35 27.01 81.03

Repayment of Finance Lease -39.64 -27.55 -19.65

Repayment of Subordinate Debt -857.58 -1807.31 -575.18 -531.85 -387.11

Proceed from Term loan from Bank 2,20,150 103820 117400 110840 57,110.00

Repayment of Term Loan -2,06,889.24 -124470.30 -122362.75 -83364.17 -66,270.21

Proceeds from Foreign Currency

Term Loan – Bank

0 1500

Proceeds from Foreign Currency

WCDL- Bank

0 5500

Repayment of Foreign Curremcy

WCDL-Bank

-5,617.44

Proceeds from Borrowings from

Others

213.08 122.26 262.8 58.76 750

Repayment of Borrowings from

Others

-91.27 -248.53 -175.17 -1895.2 -2,767.72

Proceeds / (Repayment) in working

capital bank borrowings (net)

-671.38 -7206.18 3891.09 -20600.76 -2,400.37

Interest Expense paid -8335.77 -8143.68 -9,712.17

Dividends paid -1,683.94 -1,262.56 -1892.74 -1135.64 -1,135.65

Tax on dividend paid -342.81 -257.02 -385.31 -215.71 -193

Net cash flow from/ (used in) in

financing activities (C)

8,389.64 2,477.25 -6528.88527 -5530.73 -29,227.43

Net increase/(decrease) in cash and

cash equivalents (A + B + C)

281.34 -680.12 -2073.384844 -575.47 -3.61

Cash and cash equivalents at the

beginning of the year

2621.42 3301.54 5894.49 6469.96 6,473.57

Add: Adjustments on account of

amalgamation

-

Cash and cash equivalents at the end

of the year

2902.76 2621.42 3821.105156 5894.49 6,469.96

Components of cash and cash

equivalents

Cash on hand 902.34 1025.56 1269.61 1517.02 1,221.67

89


activities

March 31

2018

March 31

2017

March 31

2016

March 31

2015

March 31

2014

With banks -

- on current account 2000.42 1595.86 2066.19 3857.83 2,635.80

- on deposit account 105 140

- in escrow account* -

NCD public issue application money 2,008.15

Unpaid NCD trustee account 19.15 24.39

Unpaid matured deposit account 0.07 0.07 0.07 0.07 0.22

Unpaid auction surplus deposit 620.31 510.40 446.71 390.21 443.6

Unpaid dividend account 33.79 30.91 38.53 24.36 20.52

Total cash and cash equivalents

(note 13 to Annexure IV)

3017.21 3187.19 3821.11 5894.49 6,469.96

90

PART B

91

ANNEXURE I

SHAREHOLDING PATERN AS ON JUNE 30, 2020

Sr.

No

Particulars Total No of

Equity

Shares

Total Shareholding

as % of total no of

equity shares

Number of equity

shares held in

dematerialized form

Shares Pledged of

otherwise encumbered

1 Promoter and

Promoter Group

296156139 35.041 296156139 5000000

2 Public 549020259 64.959 544890231 0

3 Non Promoter-Non

Public

4 Shares underlying

DRs

5 Shares held by

Employee Trusts

Total 845176398 100 841046370 5000000

92

ANNEXURE II

FINANCIAL POSITION OF THE COMPANY FOR THE LAST 3 YEARS

(Audited Financials of last 3 years enclosed)


Consolidated Balance Sheet as at 31 March 2020

(All amounts are in millions of Indian Rupees, unless otherwise

stated)

Particulars Note

No:

As at

31 March

2020

As at

31 March 2019

As at

31 March

2018

ASSETS

1 Financial assets

Cash and cash equivalents 9

32,930.76

8,403.80

4,842.82

Bank balance other than above 10

3,528.65

3,238.15

2,398.43

Derivative financial instruments 20

1,369.97

32.31

-

Trade receivables 11

24.77

27.13

10.88

Loans 12

2,31,893.33

1,78,100.06

1,52,429.97

Investments 13

900.80

1,737.55

49.25

Other financial assets 14

8,019.38

6,075.79

4,524.09

2 Non-financial assets

Current tax assets (net) 15

961.62

1,694.05

1,057.71

Deferred tax assets (net) 39

1,013.57

770.59

1,082.64

Investment property 16

0.86

0.86

0.86

Property, plant and equipment 17

3,272.20

3,124.73

2,686.56

93

Capital work-in-progress

34.61

8.90

1.47

Right of Use Asset 38(c)

4,190.64

-

-

Goodwill

355.65

355.65

355.65

Other intangible assets 18

207.03

184.66

56.90

Other non-financial assets 19

807.61

702.56

729.19

Total assets

2,89,511.45

2,04,456.79

1,70,226.42

LIABILITIES AND EQUITY

LIABILITIES

1 Financial liabilities

Derivative financial instruments 20

-

-

66.62

Payables

- Trade payables 21

(i) total outstanding dues of micro enterprises and

small enterprises

-

0.30

-

(ii) total outstanding dues of creditors other than

micro enterprises and small enterprises

1,736.62

1,326.26

1,181.55

Debt securities 22

79,390.59

55,986.53

54,295.44

Borrowings (other than debt securities) 23

1,37,563.86

95,770.84

70,575.57

Deposits 24

0.10

19.20

-

Subordinated liabilities 25

1,212.67

1,195.88

1,199.55

Lease Liability

4,486.54

-

-

Other financial liabilities 26

3,013.22

2,730.40

3,438.39

2 Non-financial liabilities

Provisions 27

644.87

547.67

449.62

Other non-financial liabilities 28

3,419.08

954.53

566.66

94

2,31,467.55

1,58,531.61

1,31,773.40

3 EQUITY

Equity share capital 29

1,689.99

1,685.62

1,685.07

Other equity 30

55,771.11

43,780.37

36,476.35

Equity attributable to equity holders of the

parent

57,461.10

45,465.99

38,161.42

Non-controlling interest

582.80

459.19

291.60

Total equity

58,043.90

45,925.18

38,453.02

Total Liabilities and Equity

2,89,511.45

2,04,456.79

1,70,226.42

See accompanying notes forming part of the Consolidated financial

statements.

In terms of our report attached

For Deloitte Haskins & Sells LLP For and on behalf of the Board of

Directors

Chartered Accountants

S. Sundaresan V.P. Nandakumar B. N.

Raveendra

Babu

Partner Managing Director and Chief Executive

Officer

Executive

Director

DIN: 00044512 DIN:

00043622

Bindu

A.L

Manoj Kumar

V.R

Chief Financial Officer Company

Secretary

Place: Bengaluru Place: Valapad,

Thrissur

Dat

e:

Date: May 14, 2020

95


Consolidated Statement of Profit and Loss for the year ended

31 March 2020

(All amounts are in millions of Indian Rupees, unless otherwise

stated)

Particulars Note

No:

Year ended

31 March 2020

Year ended

31 March

2019

Year ended

31 March

2018

Revenue from operations

(i

)

Interest income 31 (i)

52,170.55

40,461.25

33,539.50

(ii

)

Dividend Income 31 (ii)

94.71

50.76

19.59

(ii

i)

Fees and commission income 31 (iii)

1,034.99

837.05

593.51

(i

v)

Net gain on fair value changes 31 (iv)

1,259.10

295.91

5.64

(v

)

Other operating income 31 (v)

93.84

150.10

49.36

(I) Total Revenue from

operations

54,653.19

41,795.07

34,207.60

(II) Other income 32

858.69

625.18

584.29

(III

)

Total income (I + II)

55,511.88

42,420.25

34,791.89

Expenses

(i

)

Finance costs 33

18,322.26

13,449.41

10,304.47

(ii

)

Fees and commission expense 34

236.63

195.78

126.67

(ii

i)

Impairment on financial

instruments

35

2,376.15

547.33

1,773.16

(i

v)

Employee benefits expenses 36

8,301.32

7,201.12

6,260.75

(v

)

Depreciation and amortisation 37

1,641.77

752.34

682.59

(v Other expenses 38

96

i) 4,560.77 5,708.36 5,275.24

(IV

)

Total expenses (IV)

35,438.90

27,854.34

24,422.88

(V) Profit before tax (III- IV)

20,072.98

14,565.91

10,369.01

(VI

)

Tax expense:

(1) Current tax 39

5,344.65

4,753.17

3,748.54

(2) Deferred tax 39

(74.84)

327.24

(139.25)

(VI

I)

Profit for the year (V-VI)

14,803.17

9,485.50

6,759.72

(VI

II)

Other comprehensive income

(i) Items that will not be re classified to profit

or loss

- Remeasurements of the defined

benefit plans

(79.46)

(39.07)

(11.58)

(ii) Income tax relating to items that will not

be reclassified to profit or loss

19.46

13.77

3.87

Other comprehensive income

(60.00)

(25.30)

(7.71)

(IX

)

Total comprehensive income (VII+VIII)

14,743.17

9,460.20

6,752.01

Profit for the year attributable

to

Equity holders of the parent 14,677.57 9,404.60 6,771.90

Non-controlling interest 125.60

80.90

(7.14)

Other comprehensive income for the year,

net of tax

Equity holders of the parent

(59.90)

(25.40)

(7.87)


(0.10)

0.10

0.17

97

Total comprehensive income for the year,

net of tax

Equity holders of the parent 14,617.67 9,379.20 6,764.02


125.50

81.00

(6.97)

(X) Earnings per equity share 40

Basic (Rs.)

17.54

11.26

8.03

Diluted (Rs.)

17.49

11.24

8.01

See accompanying notes forming part of the Consolidated financial

statements.

In terms of our report attached

For Deloitte Haskins & Sells LLP For and on behalf of the Board of

Directors

Chartered Accountants

S. Sundaresan V.P. Nandakumar B. N.

Raveendra

Babu

Partner Managing Director and Chief

Executive Officer

Executive

Director

DIN:

00044512

DIN: 00043622

Bindu

A.L

Manoj Kumar

V.R

Chief Financial

Officer

Company

Secretary

Place: Bengaluru Place: Valapad,

Thrissur

Date: Date: May 14, 2020

98


Notes to Standalone Financial Statements for the year ended 31 March 2020

(All amounts are in millions of Indian Rupees, unless otherwise stated)

Note 42: Related Party Disclosures

Relationship Name of the

party

Subsidiary company : Manappuram Home

Finance Limited

Asirvad Microfinance

Limited

Manappuram Insurance

Brokers Limited

Manappuram Comptech and

Consultants Limited

Associates / Enterprises owned or significantly influenced by key management personnel or their relatives :

Manappuram

Jewellers Limited

DT3

Advisory Pvt

Ltd*

Manappuram Agro

Farms Limited

Lions Coordination committee of

India association

Manappuram

Foundation

Finance Industry

Development Council

Manappuram Health

Care Limited *

LICHFL Trustee

Company Pvt Ltd*

Manappuram Construction

and Properties Limited

FINTECH Products and

Solutions (India)Pvt Ltd*

Manappuram Chit Funds Company

Private Limited *

FINSEC AA

Solutions Pvt Ltd*

MABEN Nidhi

Limited*

Orange Retail Finance India

Private Limited*

Manappuram Asset

Finance Limited

JSW Industrial Gases

Pvt Ltd*

Manappuram Chits

(Karnataka) Private Limited

*

Ananya Finance for Inclusive Growth

Private Limited*

Manappuram Chits

India Limited *

Natafim Agricultural Financing

Agency Private Limited*

Adlux Medicity and Convention Veritas Finance

99

Centre Private Limited* Private Limited*

MAFIN Enterprise * Booker India Private

Limited*

Manappuram travels Booker Satnam Wholesale

Private Limited*

Manappuram Chits * NETAFIM Agricultural

Financing Agency Pvt ltd*

Orange Retail

Finance Pvt Ltd*

VISTAAR Financial

services Pvt Ltd*

DTA Advisory Pvt

Ltd*

SNST Advisories Pvt

Ltd*

DTB Advisory Pvt

Ltd*

Key Management Personnel : Mr. V P Nandakumar - Managing

Director & CEO

Mr.Jagdish Capoor -

Chairman

Mr. B.N Raveendra Babu -

Executive Director

Mrs. Bindhu AL - Chief

Financial Officer

Mr. Manoj Kumar VR -

Company Secretary

Mr.P.Manomohanan-

Director

Adv.V.R.Ramachandr

an-Director

Mr.Gautam Ravi

Narayan - Director

Ms. Sutapa Banerjee-

Director

Abhijit Sen-

Director

Harshan Kollara-

Director

Shailesh J Mehta-

director

Ms. Amla Samanta-

Ex-Director

Relatives of Key Management Personnel : Mrs. Sushama Nandakumar (wife of

Mr. V P Nandakumar)*

100

Mr. Sooraj Nandan (son of Mr. V P

Nandakumar)*

Mrs Sumitha Jayshankar(daughter of

Mr. V P Nandakumar)*

Mr. Suhas Nandan (son of

Mr. V P Nandakumar)

Ms. Biji Babu (daughter of Mr. B.N

Raveendra Babu)*

Mrs. Shelly Ekalavyan (sister of Mr.

V P Nandakumar)*

Mrs. Rajalakshmi Raveendra Babu (wife of

Mr. B.N Raveendra Babu)*

Mr.Benny V.L (Husband of

Mrs. Bindu A L)*

* No transactions with these related parties

Related Party transactions during the year:

Particulars Subsidiary

Company

Associates /

Enterprises owned

or significantly

influenced by Key

Management

Personnel or their

relatives

Key Management

Personnel

Relatives of Key

Management

Personnel

As

at

31

Mar

ch

2020

As

at

31

Mar

ch

2019

As

at

31

Mar

ch

2018

As

at

31

Marc

h

2020

As

at

31

Mar

ch

2019

As

at

31

Mar

ch

2018

As

at

31

Mar

ch

2020

As

at

31

Mar

ch

2019

As

at

31

Mar

ch

2018

As

at

31

Mar

ch

2020

As

at

31

Mar

ch

201

9

As

at

31

Mar

ch

201

8

Debentures and

Subordinate Bond

redeemed during the

year

-

-

-

-

-

-

-

-

-

-

0.67

1.47

Mrs. Shelly Ekalavyan

-

-

-

-

-

-

-

-

-

-

0.67

0.67

Mrs. Rajalakshmi

Raveendra Babu

-

-

-

-

-

-

-

-

-

-

-

0.80

Equity contribution

50.0

0

4,63

7.89

530.

65

-

-

-

-

-

-

-

-

-


Limited

-

3,62

501.

-

-

-

-

-

-

-

-

-

101

1.22 15


Brokers Limited

-

2.67

15.5

9

-

-

-

-

-

-

-

-

-

Manappuram Home

Finance Limited

-

1,00

6.00

13.9

2

-

-

-

-

-

-

-

-

-

Manappuram Comptech

and Consultants Ltd

50.0

0

8.00

-

-

-

-

-

-

-

-

-

-

Interest expense

-

-

-

-

-

-

-

-

-

-

0.23

0.15


-

-

-

-

-

-

-

-

-

-

0.23

0.15

Commission to Directors

-

-

-

-

-

-

53.1

3

73.40

65.50

-

-

-

Mr. V.P.Nandakumar

-

-

-

-

-

-

35.0

0

50.00

37.50

-

-

-

Mr. Raveendra Babu

-

-

-

-

-

-

3.85

5.50

5.00

-

-

-

Mr.Abhijit Sen

-

-

-

-

-

-

1.91

-

-

-

-

-

Mr.Harshan Kollara

-

-

-

-

-

-

0.35

-

-

-

-

-

Mr.Jagdish Capoor

-

-

-

-

-

-

3.83

4.50

4.00

-

-

-

Mr.P Manomohanan

-

-

-

-

-

-

2.55

3.50

3.00

-

-

-

Mr.Shailesh J. Mehta

-

-

-

-

-

-

0.32

4.50

10.00

-

-

-

Mrs.Sutapa Banerjee

-

-

-

-

-

-

2.13

0.40

-

-

-

Mr.V R Rajiven

-

-

-

-

-

-

1.06

2.50

2.00

-

-

-

Mr.V.R. Ramachandran

-

-

-

-

-

-

2.13

2.50

2.00

-

-

-

Mrs. Amla Samanta

-

-

-

-

-

-

-

-

2.00

Sitting Fee to Directors:

102

- - - - - - 4.18 3.76 - - - -

Mr.Abhijit Sen

-

-

-

-

-

-

0.31

-

-

-

-

Mr.Harshan Kollara

-

-

-

-

-

-

0.04

-

-

-

-

Mr.Jagdish Capoor

-

-

-

-

-

-

0.87

0.68

-

-

-

Mr.P Manomohanan

-

-

-

-

-

-

0.93

1.06

-

-

-

Mr.Shailesh J. Mehta

-

-

-

-

-

-

0.04

0.32

-

-

-

Mrs.Sutapa Banerjee

-

-

-

-

-

-

0.92

0.08

-

-

-

Mr.V R Rajiven

-

-

-

-

-

-

0.27

1.00

-

-

-

Mr.V.R. Ramachandran

-

-

-

-

-

-

0.80

0.62

-

-

-

Remuneration to

Directors

-

-

-

-

-

-

96.5

4

85.33

64.69

-

-

-

Mr. V.P.Nandakumar

-

-

-

-

-

-

84.3

8

73.70

53.77

-

-

-

Mr. Raveendra Babu

-

-

-

-

-

-

12.1

6

11.63

10.92

-

-

-

-

Remuneration to other

KMPs

-

-

-

-

-

-

12.2

0

7.21

7.21

-

-

-

Ms. Bindu A.L

-

-

-

-

-

-

9.17

1.63

-

-

-

-

Mr. Manoj Kumar V R

-

-

-

-

-

-

3.03

0.77

-

-

-

-

Mr. Kapil Krishan

-

-

-

-

-

-

-

2.19

9.72

-

-

-

Mr. Ramesh Periasamy

-

-

-

-

-

-

-

2.62

2.96

-

-

-

Remuneration paid to

Relative of KMP

-

-

-

-

-

-

-

-

-

1.38

5.26

13.8

5

103

Mr. Sooraj Nandan

-

-

-

-

-

-

-

-

-

-

0.81

5.28

Mrs. Sumita Jayshankar

-

-

-

-

-

-

-

-

-

-

3.06

7.32

Mr. Suhas Nandan

-

-

-

-

-

-

-

-

-

1.38

1.39

1.25

-

Related Party transactions during the year

(Contd…)


Company

Associates /

Enterprises owned

or significantly

influenced by Key

Management

Personnel or their

relatives

Key Management

Personnel

Relatives of Key

Management

Personnel

As

at

31

Mar

ch

2020

As

at

31

Mar

ch

2019

As

at

31

Mar

ch

2018

As

at

31

Marc

h

2020

As

at

31

Mar

ch

2019

As

at

31

Mar

ch

2018

As

at

31

Mar

ch

2020

As

at

31

Mar

ch

2019

As

at

31

Mar

ch

2018

As

at

31

Mar

ch

2020

As

at

31

Mar

ch

201

9

As

at

31

Mar

ch

201

8

Travelling Expense paid

-

-

-

38.67

-

-

-

-

-

-

-

-

Manappuram Travels

-

-

-

38.67

-

-

-

-

-

-

-

-

Reimbursement of

Travelling expense

-

-

-

-

-

-

-

0.63

1.98

-

-

-

Mr. V.P.Nandakumar

-

-

-

-

-

-

-

0.44

1.83

-

-

-

Mr. Raveendra Babu

-

-

-

-

-

-

-

0.19

0.15

-

-

-

CSR Paid

-

-

-

267.3

8

158.5

7

101.1

0

-

-

-

-

-

-

Manappuram Foundation

-

-

-

267.3

8

158.5

7

101.1

0

-

-

-

-

-

-

Payment to

-

-

-

10.18

-

-

-

-

-

-

-

-

104

Lions Coordination

committee of India

Association

-

-

-

10.18

-

-

-

-

-

-

-

-

Rent Paid

-

-

-

4.15

3.46

1.24

-

-

0.36

0.13

0.16

0.34

Mr. V.P.Nandakumar

-

-

-

-

-

-

-

-

0.36

-

-

-

Mr. Suhas Nandan

-

-

-

-

-

-

-

-

-

0.13

0.16

0.14

Mrs Sumitha Jayshankar

-

-

-

-

-

-

-

-

-

-

-

0.12

Mr. Sooraj Nandan

-

-

-

-

-

-

-

-

-

-

-

0.08


Limited

-

-

-

4.15

3.46

1.24

-

-

-

-

-

-

-

Reimbursement of Rent

& Expenses

-

-

-

3.80

5.70

1.90

-

-

-

-

-

-


-

-

-

3.80

5.70

1.90

-

-

-

-

-

-

Rent Received

2.23

1.52

0.35

9.14

5.28

1.30

-

-

-

-

-

-

Manappuram Jewellers

Limited

-

-

-

0.43

0.47

0.48

-

-

-

-

-

-


Limited

-

-

-

0.08

0.08

0.14

-

-

-

-

-

-


Brokers Limited

2.23

1.52

0.35

-

-

-

-

-

-

-

-

-


-

-

-

8.63

4.73

0.68

-

-

-

-

-

-

-

-

Electricity Charge

Received

0.48

-

-

0.85

0.91

0.85

-

-

-

-

-

-


Limited

-

-

-

0.61

0.76

0.73

-

-

-

-

-

-


Brokers Limited

0.48

-

-

-

-

-

-

-

-

-

-

-


-

-

-

0.16

0.07

0.12

-

-

-

-

-

-


105

Limited - - - 0.08 0.07 - - - - - - -

-

-

Purchase of assets

13.8

8

1.63

2.50

-

-

-

-

-

-

-

-

-

Manappuram Comptech

and Consultants Ltd

13.8

8

1.63

2.50

-

-

-

-

-

-

-

-

-

Subscription Fee paid

-

-

-

0.05

-

-

-

-

-

-

-

-

Finance Industry

Development Council

-

-

-

0.05

-

-

-

-

-

-

-

-

Advertisement expense

-

-

-

0.10

-

-

-

-

-

-

-

-

Finance Industry

Development Council

-

-

-

0.10

-

-

-

-

-

-

-

-

Rent & Other Expenses

received

12.1

2

2.81

0.85

8.24

7.99

2.66

-

-

-

-

-

-

Manappuram Home

Finance Limited

12.1

2

2.81

0.85

-

-

-

-

-

-

-

-

-


-

-

-

8.24

7.99

2.66

-

-

-

-

-

-

Related Party transactions during the year

(Contd…)


Company

Associates /

Enterprises owned

or significantly

influenced by Key

Management

Personnel or their

relatives

Key Management

Personnel

Relatives of Key

Management

Personnel

As

at

31

Mar

ch

2020

As

at

31

Mar

ch

2019

As

at

31

Mar

ch

2018

As

at

31

Marc

h

2020

As

at

31

Mar

ch

2019

As

at

31

Mar

ch

2018

As

at

31

Mar

ch

2020

As

at

31

Mar

ch

2019

As

at

31

Mar

ch

2018

As

at

31

Mar

ch

2020

As

at

31

Mar

ch

201

9

As

at

31

Mar

ch

201

8

106

Consultation Charge

Paid

1.60

-

-

-

-

-

-

-

-

-

-

-

Manappuram Comptech

and Consultants Ltd

1.60

-

-

-

-

-

-

-

-

-

-

-

Technical Charges Paid

8.28

7.38

-

-

-

-

-

-

-

-

-

-

Manappuram Comptech

and Consultants Ltd

8.28

7.38

-

-

-

-

-

-

-

-

-

-

-

-

Construction Expenses

-

-

-

7.39

8.83

-

-

-

-

-

-

-


and Properties Ltd

-

-

-

7.39

8.83

-

-

-

-

-

-

-

-

-

Monthly usage charges

paid

0.85

0.78

0.78

-

-

-

-

-

-

-

-

-

Manappuram Comptech

and Consultants Ltd

0.85

0.78

0.78

-

-

-

-

-

-

-

-

-

Interest Income

60.2

6

23.9

4

0.07

2.66

-

-

-

-

-

-

-

-

Manappuram Home

Finance Limited

60.2

6

23.9

4

0.07

-

-

-

-

-

-

-

-

-

Manappuram Asset

Finance Limited

-

-

-

2.66

-

-

-

-

-

-

-

-

Interest Expense

0.07

-

-

-

-

-

-

-

-

-

-

-


Limited

0.07

-

-

-

-

-

-

-

-

-

-

-

Loan taken from


Limited

200.

00

-

-

-

-

-

-

-

-

-

-

-

Repayment of Loan

taken

107


Limited

200.

00

-

-

-

-

-

-

-

-

-

-

-

Corporate loan given to

1,72

5.00

1,91

0.00

245.

00

-

-

-

-

-

-

-

-

-

Manappuram Home

Finance Limited

1,72

5.00

1,91

0.00

245.

00

-

-

-

-

-

-

-

-

-

-

-

Repayment of Corporate

loan from

1,73

5.00

1,61

0.00

245.

00

-

-

-

-

-

-

-

-

-

Manappuram Home

Finance Limited

1,73

5.00

1,61

0.00

245.

00

-

-

-

-

-

-

-

-

-

Sale of Loan assets

through Assignment

transactions

88.5

7

-

-

-

-

-

-

-

-

-

-

-

Manappuram Home

Finance Limited

88.5

7

-

-

-

-

-

-

-

-

-

-

-

Investment in Pass

through certificates

(PTC's)

-

-

-

58.52

-

-

-

-

-

-

-

-

Manappuram Asset

Finance Limited

-

-

-

58.52

-

-

-

-

-

-

-

-

Related Party transactions during the year (Contd…)


Company

Associates /

Enterprises owned

or significantly

influenced by Key

Management

Personnel or their

relatives

Key Management

Personnel

Relatives of Key

Management

Personnel

As

at

31

Mar

ch

As

at

31

Mar

ch

As

at

31

Mar

ch

As

at

31

Marc

h

As

at

31

Mar

ch

As

at

31

Mar

ch

As

at

31

Mar

ch

As

at

31

Mar

ch

As

at

31

Mar

ch

As

at

31

Mar

ch

As

at

31

Mar

ch

201

As

at

31

Mar

ch

201

108

2020 2019 2018 2020 2019 2018 2020 2019 2018 2020 9 8

Balance outstanding as at

the year end:

-

-

-

-

-

-

-

-

-

-

-

-

Investment in Subsidiary

company

8,41

0.64

8,37

1.40

3,73

3.52

-

-

-

-

-

-

-

-

-

Manappuram Home

Finance Limited

2,07

5.81

2,08

1.45

1,07

5.45

-

-

-

-

-

-

-

-

-


Limited

6,24

6.41

6,24

6.20

2,62

4.98

-

-

-

-

-

-

-

-

-


Brokers Limited

28.9

2

35.7

5

33.0

8

-

-

-

-

-

-

-

-

-

Manappuram Comptech

and Consultants Ltd.

59.5

0

8.00

-

-

-

-

-

-

-

-

-

-

Security Deposit

1.03

1.03

-

0.42

0.32

-

-

-

-

-

-

-


-

-

-

0.19

0.09

-

-

-

-

-

-

-


Limited

-

-

-

0.19

0.19

-

-

-

-

-

-

-


Limited

-

-

-

0.04

0.04

-

-

-

-

-

-

-


Brokers Limited

1.03

1.03

-

-

-

-

-

-

-

-

-

-

-

Corporate Loan

Outstanding

290.

00

300.

00

-

-

-

-

-

-

-

-

-

-

Manappuram Home

Finance Limited

290.

00

300.

00

-

-

-

-

-

-

-

-

-

-

-

109

Invesment in Pass

through certificates

(PTC's) Outstanding

-

-

-

38.23

-

-

-

-

-

-

-

-

Manappuram Asset

Finance Limited

-

-

-

38.23

-

-

-

-

-

-

-

-

Amounts receivable (net)

from related parties

3.84

-

-

6.97

-

-

-

-

-

-

-

-


and Properties Ltd.

-

-

-

6.82

-

-

-

-

-

-

-

-

Manappuram Home

Finance Limited

2.79

-

-

-

-

-

-

-

-

-

-

-


Brokers Limited

1.05

-

-

-

-

-

-

-

-

-

-

-


Limited

-

-

-

0.12

-

-

-

-

-

-

-

-


Limited

-

-

-

0.03

-

-

-

-

-

-

-

-

Amounts payable (net) to

related parties

21.4

5

6.67

3.59

4.00

-

-

24.9

1

32.88

27.84

-

-

1.18

Mr. V.P.Nandakumar

-

-

-

-

-

-

22.4

4

29.01

24.56

-

-

-

Mr. Raveendra Babu

-

-

-

-

-

-

2.47

3.87

3.28

-

-

-


-

-

-

-

-

-

-

-

-

-

-

1.18

Manappuram Comptech

and Consultants Limited

18.8

9

6.67

-

-

-

-

-

-

-

-

-

-


and Properties Ltd.

-

-

-

3.54

-

-

-

-

-

-

-

-


Brokers Limited

2.56

-

-

-

-

-

-

-

-

-

-

-

Manappuram Travels

-

-

-

0.46

-

-

-

-

-

-

-

-

110


Limited

-

-

3.59

N

ot

e:

a) Related parties have been identified on the basis of the declaration received by the management and other records

available.

b) Loans given to related parties are repayable on demand. These loans carry interest @ 11.15%

c) The loans have been utilised by the Manappuram Home Finance Limited for lending Home Loan and meeting the

working capital requirements.

d) Manappuram Home Finance Limited has used the loan for meeting the working capital requirements.

e) The remuneration to the key managerial personnel does not include the provisions made for gratuity and leave benefits,

as they are determined on an actuarial basis for the company as a whole.

111

ANNEXURE III

RATING LETTER

113

ANNEXURE IV

CONSENT LETTER FROM THE TRUSTEE

114

ANNEXURE V

SUMMARY OF TERM OF ISSUANCE OF SECURED NON- CONVERTIBLE, REDEEMABLE DEBENTURES

121

ANNEXURE VI

PARTICULARS OF THE EXISTING ENCUMBRANCES AND SECURITY DETAILS

PART A

LIST OF BANKS WITH SPECIFIC CHARGE

Sl No Bank Name Margin/ Coverage Sanctioned limit Present Limit DP Required

1 HDFC BANK 20% 5500 5,500 6,875

TOTAL 5500 6875

PART B

LIST OF BANKS WITH PARIPASSU CHARGE ON RECEIVABLES

Sl No Bank Name Margin/ Coverage Sanctioned limit Present Limit Net Receivables

1 NABARD 20% 7,700 5,342.0 6679

ANNEXURE-III

LIST OF BANKS WITH PARIPASSU CHARGE ON CURRENT ASSETS INCLUDING RECEIVABLES

Sl No Bank Name Margin/

Coverage

Sanctioned

Limit

Present

Limit

DP Required

1 UNION BANK (E-ANDHRA BANK) 20% 6,000 5,333 6,400

2 IDBI BANK 20% 4,500 4,500 5,625

3 KOTAK MAHINDRA BANK 15% 4,000 3,625 4,265

4 SOUTH INDIAN BANK 15% 2,000 2,000 2,353

5 CANARA BANK(E-SYNDICATE BANK) 20% 7,500 7,500 9,375

6 UNION BANK OF INDIA 25% 6,000 6,000 8,000

7 CATHOLIC SYRIAN BANK 10% 750 438 486

8 PNB(E-ORIENTAL BANK OF COMMERCE) 20% 4,000 3,750 4,688

9 AXIS BANK 25% 5,500 5,318 7,091

10 ICICI BANK 15% 7,500 7,500 8,824

11 PUNJAB NATIONAL BANK 25% 10,000 10,000 13,333

12 FEDERAL BANK 20% 2,500 2,500 3,125

122

13 STATE BANK OF INDIA 25% 18,030 14,250 19,001

14 KARNATAKA BANK 10% 1,000 1,000 1,111

15 BANK OF BARODA (VIJAYA BANK) 20% 2,000 2,000 2,500

16 RBL Bank 15% 1,976 1,975 2,324

17 CANARA BANK 15% 1,000 1,000 1,176

18 WOORI BANK 10% 500 416 458

19 QATAR NATIONAL BANK 20% 230 230 276

20 BAJAJ FINANCE LTD 10% 2,250 1,500 1,950

21 INDIAN BANK 15% 2,000 2,000 2,353

22 UNION BANK (E-CORPORATION BANK) 20% 5,000 5,000 6,250

23 DHANLAXMI BANK 10% 340 340 378

24 INDUSIND BANK 15% 4,000 2,000 2,300

25 KARUR VYSYA BANK 10% 1,000 1,000 1,100

26 INTERNATIONAL FINANCE

CORPORATION

25% 2,400 2,400 3,000

27 SBI LIFE INSURANCE COMPANY

LIMITED

10% 1,000 1,000 1,100

28 UCO BANK 10% 1,000 833 917

29 YES BANK 15% 2,000 300 345

30 INDIAN BANK(E-ALLAHABAD BANK) 11% 2,000 2,000 2,214

31 PNB(E-UNITED BANK) 10% 500 500 550

32 CENTRAL BANK OF INDIA 20% 2,500 1,875 2,250

TOTAL 1,10,976 1,00,083 1,25,116

123

PART D

SECURITY STATUS

Security Cover Statement as at June 30, 2020 (Last Quarter Ended)

S

No.

Particulars Rs. in million Rs. in million Ref Issue Size Security

Cover

Gold Loan balance

1 Gross Gold loan balance

1,77,367.95

2 Less: Provision made towards Gold loan

balance

(1,443.03)

1,75,924.91 [A]

Interest accrued balance relating to above

gold loan balance

3 Gross Interest accrued balance

5,396.45

4 Less: Provision made towards Interest

accrued balance

(859.30)

4,537.15 [B]

5 VEF Loans (Rural and Semi Urban )and

Onlending to MFI's for Refinance of

Loan (Std.Assets)

6,679.00 [C]

Less:

5 Gold loan balance and Interest accrued

balance exclusively charged for dues to

banks [Annexure 1]

(6,679.00) [D]

-

7 Balance available as paripassu charge

for Non Convertible Debentures

(NCD) and US Dollar Bond issued by

the Company

1,80,462.06 [E] =

[A]+[B]+[

C]-[D]

Less: NCD Public Issue 100% coverage

(150.52) 150.52 1.00


(2,342.23) 2,342.23 1.00


(1,279.04) 1,279.04 1.00

Less: Mahindra MF

(150.00) 150.00 1.00

124

Less: ICICI Prudential

(2,000.00) 2,000.00 1.00

Less: ICICI Prudential AMC

(2,000.00) 2,000.00 1.00

Less: IDFC Bank Ltd

(1,001.67) 1,001.67 1.00

Less: SBI Mutual Fund

(2,500.00) 2,500.00 1.00

Less: Kotak Mahindra

(2,000.00) 2,000.00 1.00

Less: NCD - Aditya Birla MF

(3,500.00) 3,500.00 1.00

Less: NCD - Aditya Birla Finance

(1,000.00) 1,000.00 1.00

Less:NCD - Morgan Stanley

(2,250.00) 2,250.00 1.00

Less:NCD - Reliance

(2,000.00) 2,000.00 1.00

Less:NCD - SBI

(2,000.00) 2,000.00 1.00

Less:NCD -CENTRAL Bank

(2,500.00) 2,500.00 1.00

Less:NCD -PNB

(1,000.00) 1,000.00 1.00

Less:NCD -PSB

(500.00) 500.00 1.00

Less:NCD -HDFC

(6,250.00) 6,250.00 1.00

Less:NCD- Union Bank of India

(1,000.00) 1,000.00 1.00

Less :NCD - SBI

(6,250.00) 5,000.00 1.25

Less: NCD - A K Capital with 110%

coverage

(33.00)

(41,706.46) [F] 30.00 1.10

8 US Dollar Bond - 1st Tranche ($ 300

million)

(21,288.00) [G]

9 Balance available as paripassu charge

for Banks & FIs

1,17,467.60 [H] = [E]-

[F]-[G]

Less: Banks with Paripassu charge on

Receivables [Annexure 2] (6,875.00) [I]

1,10,592.60 [J] = [H] -

125

[I]

10 Add: Other Assets

Cash and Bank balances

33,086.24

Other Assets

1,075.93

Loans & Advances except as mentioned

in [C]

11,285.92

45,448.09 [K]

1,56,040.69 [L] =

[J]+[K]

11 Less: Liabilities of other paripassu

charge holders

Banks with Paripassu charge on Current

Assets [Annexure 3]

(1,24,011.00) [M]

Retail NCD (42.31) [N] 42.31 1.00

12 Excess Security available 31,987.39 [O]=[L]-

[M]-[N]

SHELF DISCLOSURE DOCUMENT Manappuram Finance ...1 Sl. No. 1 Name of investor and address: SHELF...

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Transcript of SHELF DISCLOSURE DOCUMENT Manappuram Finance ...1 Sl. No. 1 Name of investor and address: SHELF...