Muthoottu Mini Financiers Limited
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IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS ABRIDGED PROSPECTUS CONSISTS OF 40 PAGES INCLUDING 2 PAGES OF APPLICATION FORM. PLEASE ENSURE THAT YOU GET ALL PAGES Please ensure that you read the Prospectus, the general instructions contained in this document before applying in the Issue. Unless otherwise specified, all terms used in this form shall have the meaning ascribed to such terms in the Prospectus. The investors are advised to retain a copy of Prospectus/Abridged Prospectus for their future reference. MUTHOOTTU MINI FINANCIERS LIMITED Muthoottu Mini Financiers Limited (“our Company” or “the Company” or “the Issuer”) was originally incorporated as ‘Muthoottu Mini Financiers Private Limited’, a private limited company under the provisions of the Companies Act, 1956, pursuant to a certificate of incorporation dated March 18, 1998 issued by Registrar of Companies, Kerala and Lakshadweep (“RoC”). Pursuant to a special resolution passed in the general meeting of our Shareholders held on September 14, 2013, our Company was converted into a public limited company and a fresh certificate of incorporation was issued by the RoC on November 27, 2013, and our name was changed to ‘Muthoottu Mini Financiers Limited’. Our Company holds a certificate of registration dated April 13, 2002 bearing registration number N-16.00175 issued by the Reserve Bank of India (“RBI”) to carry on the activities of a non-banking financial company without accepting public deposits under Section 45 IA of the Reserve Bank of India Act, 1934. Pursuant to the name change of our Company, a fresh certificate of registration dated January 1, 2014, was issued by RBI. For further details about our Company, see “History and Certain Other Corporate Matters” on page 109 of the Prospectus. Corporate Identification Number: U65910KL1998PLC012154 Registered Office: 2/994, Muthoottu Buildings, Kozhencherry, Pathanamthitta – 689 641, Kerala, India; Telephone: +91 468 231 4391; Facsimile: NA Corporate Office: Muthoottu Royal Towers, Kaloor, Kochi – 682 017, Kerala, India; Telephone: +91 484 291 2100; Facsimile: NA Compliance Officer and Contact Person: Smitha K. S.; Telephone: +91 484 291 2178; Facsimile: NA E-mail: [email protected]; Website: www.muthoottumini.com PUBLIC ISSUE BY OUR COMPANY OF SECURED, REDEEMABLE, NON-CONVERTIBLE DEBENTURES (“SECURED NCDs”) AND UNSECURED, REDEEMABLE, NON-CONVERTIBLE DEBENTURES (“UNSECURED NCDs”) OF FACE VALUE OF ` 1,000 EACH, (“NCDS”) AT PAR, AGGREGATING UP TO ` 12,500 LAKHS, HEREINAFTER REFERRED TO AS THE “BASE ISSUE” WITH AN OPTION TO RETAIN OVER-SUBSCRIPTION UP TO ` 12,500 LAKHS AGGREGATING UP TO ` 25,000 LAKHS, HEREINAFTER REFERRED TO AS THE “OVERALL ISSUE SIZE”. THE ISSUE IS BEING MADE PURSUANT TO THE PROVISIONS OF SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008 AS AMENDED, THE COMPANIES ACT, 2013 AND RULES MADE THEREUNDER, AS AMENDED. OUR PROMOTERS Our Promoters are Nizzy Mathew and Mathew Muthoottu. For further details see, “Our Promoters” on page 118 of the Prospectus. GENERAL RISKS For taking an investment decision, the Investors must rely on their own examination of the Issuer and the Issue, including the risks involved. Specific attention of the Investors is invited to the chapter titled “Risk Factors” on page 15 of the Prospectus and “Material Developments” on page 126 of the Prospectus, before making an investment in this Issue. The Prospectus has not been and will not be approved by any regulatory authority in India, including the RBI, the Securities and Exchange Board of India (“SEBI”), the RoC or any stock exchange in India. ISSUER’S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that the Prospectus contains all information with regard to the Issuer and the Issue, which is material in the context of the Issue, that the information contained in the Prospectus 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 the Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. CREDIT RATING Our Company has received rating of ‘IND BBB’: Outlook Stable’ by India Ratings vide its letter dated December 24, 2020, for the NCDs for an amount up to ₹50,000 lakhs including NCDs proposed to be issued pursuant to this Issue. The rating of the NCDs by India Ratings and Research Private Limited indicate that instruments with this rating are considered to have moderate degree of safety regarding timely servicing of financial obligations and carry moderate credit risk. The ratings provided by India Ratings and Research Private Limited may be suspended, withdrawn or revised at any time by the assigning rating agency and should be evaluated independently of any other rating. These ratings are not a recommendation to buy, sell or hold securities and Investors should take their own decisions. Please refer to Annexure II on page 254 of the Prospectus for the rationale for the above rating. COUPON RATE, COUPON PAYMENT FREQUENCY, REDEMPTION RATE, REDEMPTION AMOUNT & ELIGIBLE INVESTORS For details relating to Coupon Rate, Coupon Payment Frequency, Redemption Date, Redemption Amount and eligible Investors of the NCDs, please see “Issue Structure” on page 139 of the Prospectus. LISTING The NCDs offered through the Prospectus are proposed to be listed on the BSE Limited (“BSE”). Our Company has obtained ‘in-principle’ approval for the Issue from BSE vide its letter dated January 5, 2021. BSE shall be the Designated Stock Exchange for this Issue. PUBLIC COMMENTS The Draft Prospectus was filed with BSE, pursuant to the Regulation 6(2) of the SEBI Debt Regulations to be kept open for public comments for a period of 7 (seven) Working Days, i.e. until 5:00 pm on January 5, 2021. ISSUE PROGRAMME ISSUE OPENS ON JANUARY 13, 2021 ISSUE CLOSES ON FEBRUARY 9, 2021** *Vistra ITCL (India) Limited, by its letter dated December 23, 2020, has given its consent for its appointment as Debenture Trustee to the Issue and for its name to be included in the Prospectus and in all the subsequent periodical communications sent to the holders of the Debenture issued pursuant to this Issue. For further details, please refer to “General Information – Debenture Trustee” on page 38 of the Prospectus. **The Issue shall remain open for subscription on Working Days from 10:00 a.m. to 5:00 p.m. (Indian Standard Time), during the period indicated above, except that the Issue may close on such earlier date or extended date (subject to a period of maximum 30 days from the date of the Prospectus) as may be decided by the Board of Directors of our Company (“Board”) or the Debenture Committee. In the event of such an early closure of or extension subscription list of the Issue, our Company shall ensure that notice of such early closure or extension is given to the prospective investors through an advertisement in a reputed national daily newspaper with wide circulation on or before such earlier date or extended date of closure. Applications Forms for the Issue will be accepted only from 10:00 a.m. to 5:00 p.m. (Indian Standard Time) or such extended time as may be permitted by BSE, on Working Days during the Issue Period. On the Issue Closing Date, Application Forms will be accepted only between 10:00 a.m. to 3:00 p.m. and uploaded until 5:00 p.m. (Indian Standard Time) or such extended time as may be permitted by BSE. A copy of the Prospectus and written consents of our Directors, our Company Secretary and Compliance Officer, our Chief Financial Officer, our Auditor, the Lead Manager, the Registrar to the Issue, Public Issue Account Bank, Refund Bank, Sponsor Bank, Credit Rating Agency, the legal advisor, the Bankers to our Company, the Debenture Trustee, and the Syndicate Member to act in their respective capacities shall be filed with the RoC, in terms of Section 26 of the Companies Act, 2013 along with the requisite endorsed/certified copies of all requisite documents. For further details, please see “Material Contracts and Documents for Inspection” beginning on page 249 of the Prospectus. MUTHOOTTU MINI FINANCIERS LIMITED 3 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS DETAILS RELATING TO ENTITIES ASSOCIATED SYNDICATE MEMBER WITH THE ISSUE Vivro Financial Services Private Limited 607/608, Marathon Icon LEAD MANAGER TO THE ISSUE Opposite Peninsula Corporate Park Off Ganpatrao Kadam Marg Veer Santaji Lane Vivro Financial Services Private Limited Lower Parel, Mumbai 400 013 607/608 Marathon Icon Telephone: +91 22 6666 8040/41/42 Opp. Peninsula Corporate Park Facsimile: +91 22 6666 8047 Off. Ganpatrao Kadam Marg Email: [email protected] Veer Santaji Lane, Lower Parel Investor Grievance e-mail: [email protected] Mumbai - 400 013, Contact Person: Tushar Ashar Maharashtra, India Compliance Office: Jayesh Vithlani Telephone: +91 22 6666 8040/41/42 SEBI Registration Number: INM000010122 Facsimile: +91 22 6666 8047 COmPaNy SECRETaRy aNd COmPLIaNCE OFFICER: Email: [email protected] Smitha K. S. Website: www.vivro.net Muthoottu Royal Towers Investor Grievance Email: [email protected] Kaloor, Kochi – 682 017 Contact Person/Compliance Officer: Jayesh Vithlani Kerala, India SEBI Registration Number: INM000010122 E-mail: [email protected] DEBENTURE TRUSTEE Telephone: +91 484 291 2178 Facsimile: NA CHIEF FINANCIAL OFFICER Ann Mary George VISTRA ITCL (INDIA) LIMITED Muthoottu Royal Towers The IL&FS Financial Center Kaloor, Kochi – 682 017 Plot C – 22, G Block Kerala, India Bandra Kurla Complex E-mail: [email protected] Bandra (East), Mumbai – 400 051 Telephone: +91 484 291 2107 Telephone: +91 22 2659 3333 Facsimile: NA Facsimile: +91 22 2653 3297 Email: [email protected] STATUTORY AUDITORS OF OUR COmpany Website: www.vistraitcl.com M/s.