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Private and Confidential (For Addressee Only) THE DISCLOSURE DOCUMENT IS FOR FURTHER ISSUANCE (II) OF NCDs UNDER ISIN no. INE860H08EB9– ISSUED UNDER DISCLOSURE DOCUMENT DATED: June 04, 2019 (SERIES ‘SC1’ FY2019-20) (PART – A: PRIVATE AND CONFIDENTIAL (FOR ADDRESSEE ONLY) DISCLOSURE DOCUMENT AS PER SCHEDULE 1 OF SEBI (ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008 AS AMENDED VIDE SEBI (ISSUE AND LISTING OF DEBT SECURITIES) (AMENDMENT) REGULATIONS, 2012 ADITYA BIRLA FINANCE LIMITED Corporate Identity Number (CIN) U65990GJ1991PLC064603 (A Public Limited Company Incorporated under the Companies Act, 1956) (Formerly known as Birla Global Finance Company Limited) Registered Office: Indian Rayon Compound, Veraval, Gujarat 362266 Corporate Office: One Indiabulls Centre, Tower 1, 18th Floor, Jupiter Mill Compound, 841, Senapati Bapat Marg, Elphinstone Road, Mumbai 400 013. Tel: 022 43567100 Fax: 022 43567266 ISSUE BY ADITYA BIRLA FINANCE LIMITED (“Company” or “Issuer”) OF 500 UNSECURED, RATED, LISTED, TAXABLE, REDEEMABLE, NON-CONVERTIBLE SUBORDINATEDEBENTURES (“Unsecured NCDs”) AS TIER II CAPITAL OF FACE VALUE OF RS. 10,00,000 EACH, AGGREGATING RS. 50 CRORE (FIFTY CRORE ONLY) ON A PRIVATE PLACEMENT BASIS (“Issue”) TO BE LISTED ON THE WHOLESALE DEBT MARKET SEGMENT OF THE NATIONAL STOCK EXCHANGE OF INDIA LIMITED AND BSE LIMITED Credit Rating: [ICRA]AAA (Stable) & ‘IND AAA Stable’ RISKS IN RELATION TO TRADING OF SECURITIES ADITYA BIRLA FINANCE LIMITED’S ABSOLUTE No assurance can be given regarding an active or sustained trading in the RESPONSIBILITY securities of the Company/Issuer nor regarding the price at which the Aditya Birla Finance Limited having made all reasonable inquiries, securities will be traded after listing accepts responsibility for, and confirms that this Disclosure Document GENERAL RISKS contains all information with regard to the Issuer and the Issue, Investors are advised to read the risk factors carefully before taking an which is material in the context of the issue, that the Information investment decision in this private offering. For taking an investment contained in this Information Document is true and correct in all decision, investors must rely on their own examination of the Issuer and material respects and is not misleading in any material respect, that the the offer, including the risks involved. Securities and Exchange opinions and intentions expressed herein are honestly held and there Board of India (“SEBI”), as a policy does not recommend or approve are no other facts, the omission of which makes this document as a any issue nor does SEBI guarantee the accuracy or adequacy of this whole or any of such information or the expression of any such opinions Disclosure Document. or intentions misleading in any material respect. Specific attention of the investors is drawn to the Statement of Risk Factors on page nos. 9 to 16 of this Disclosure Document. This LISTING Disclosure Document has not been submitted, cleared or approved by The Unsecured, Redeemable, Non-Convertible Debentures (NCDs) are SEBI. It should be clearly understood that the Company is solely proposed to be listed on the Wholesale Debt Market (WDM) segment of responsible for the correctness, adequacy and disclosure of all relevant The National Stock Exchange of India Ltd. (NSE) and BSE Limited. information herein. CREDIT RATING REGISTRARS & TRANSFER AGENTS The rating is not a recommendation to buy, sell or hold securities and investors should take their own decisions. The rating may be subject to revision or withdrawal at any time by the assigning rating agency on the basis of new information and each rating should be evaluated independently of any other rating. DEBENTURE TRUSTEE LINK INTIME INDIA PVT. LTD. Vistra ITCL (India) Limited C 101, 247 Park, L B S Marg, Vikhroli West, Mumbai 400 083 Plot C-22, G- Block, BKC Bandra (E), Ph no: +91 22 49186000 Mumbai – 400 052 Fax no: +91 22 49186060 Ph: +91 22 2653 3333 Email: [email protected] This Disclosure Document is dated February 12, 2020 Note: This Disclosure Document is neither a Prospectus nor a Statement in lieu of Prospectus. It does not constitute an offer or an invitation to the public to subscribe to the Debentures to be issued by Aditya Birla Finance Limited. This Disclosure Document is intended to form the basis of evaluation for potential investors to whom it is addressed and who are willing and eligible to subscribe to these Debentures. The contents of this Disclosure Document are intended to be used by the investors to whom it is distributed. It is not intended for distribution to any other person and should not be reproduced by the recipient. The Company can, at its sole and absolute discretion, change the terms of the offer. 1 Table of Contents (I) DEFINITIONS / ABBREVIATIONS ..................................................................................... 3 (II) GENERAL DISCLAIMER ........................................................................................................ 6 (III) RISK FACTORS ...................................................................................................................... 9 (IV) TERM SHEET .......................................................................................................................... 16 (V) FINANCIAL INFORMATION ............................................................................................... 22 (VI) INTRODUCTION, BRIEF HISTORY, CAPITAL STRUCTURE & OBJECT OF THE ISSUE .......................................................................................................................................................... 23 (VII) DISCLOSURE OF EXISTING FINANCIAL INDEBTEDNESS ........................................ 49 (VIII) OFFERING INFORMATION ............................................................................................ 117 (IX) OTHER INFORMATION .................................................................................................... 128 2 (I) DEFINITIONS / ABBREVIATIONS Aditya Birla Finance Limited is a public limited company incorporated under the Companies Act, 1956 and is registered with RBI under Section ABFL or The Company 45-IA of the RBI Act 1934, as a Systemically Important Non-Deposit taking Non- Banking Finance Company (NBFC). Arrangers Lead Arranger and /or any other Arranger associated with the issuance Articles Articles of Association of the Company ALM Asset Liability Management BSE BSE Limited A day, other than a Saturday, a Sunday or a Public Holiday, on which, banks are open for business in the city of Mumbai or at the place where the payment is to be made, for carrying out clearing of cheques and/or Business Day for effecting transfer of payment through the Real Time Gross Settlement System (RTGS) operated by or on behalf of the Reserve Bank of India Board / Board of Directors The Board of Directors of the Issuer and includes any Committee thereof CAGR Compounded Annual Growth Rate CAR Capital Adequacy Ratio CDSL Central Depository Services (India) Limited Unsecured, Rated, Listed, Taxable, Redeemable, Non-Convertible Debentures / NCDs Subordinate Debentures of face value of Rs.10,00,000/- each Debenture holder The holders of the Debentures Debenture Trust Deed dated June 14, 2017, entered between the Debenture Trust Deed (DTD) Company and Debenture Trustee. Depository(ies) National Securities Depository Limited (NSDL) and / or Central Depository Services (India) Limited (CDSL) Disclosure Document / This Disclosure Document through which the Debentures are being Document offered for private placement DP Depository Participant FY Financial Year IPO Initial Public Offering I.T. Act The Income Tax Act, 1961 (as amended from time to time) Private placement of Unsecured Rated Listed Taxable Redeemable Non-Convertible Subordinate Debentures as Tier II capital of face Issue value of Rs.10,00,000/- each, aggregating Rs. 50 crore only on private placement basis. The Company has completed the process of allotment of NCD’s with respect to earlier offer(s) or invitation(s) and has 3 complied with the provisions of sections 42(3) of the Companies Act, 2013. MCA Ministry of Corporate Affairs, Government of India Memorandum of Association and Articles of Association of the MOA / AOA Company NAV Net Asset Value NBFC Non-Banking Financial Company NPA Non-Performing Assets NSDL National Securities Depository Limited NSE National Stock Exchange of India Limited Aditya Birla Capital Ltd. (ABCL) - formerly known as Aditya Birla Promoter Financial Services Limited (subsidiary of Grasim Industries Limited) RBI The Reserve Bank of India Rs. / INR/ Rupees The lawful currency of the Republic of India. ROC The Registrar of Companies RTGS Real Time Gross Settlement System Securities and Exchange Board of India constituted under the SEBI Securities and Exchange Board of India Act, 1992 (as amended from time to time) Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued by SEBI, as amended by the SEBI Regulations SEBI (Issue and Listing of Debt Securities) (Amendment) Regulations, 2012 vide notification dated October 12, 2012 and from time to time. Subordinated Debt as per RBI Master Circular No: RBI 2014-15/629 DNBR (PD) CC No.037/ 03.01.001 / 2014-15 dated June11, 2015, means an instrument, which is fully paid up, is unsecured and is subordinated to the claims of other creditors and is free from restrictive clauses and is not redeemable at the instance of the holder or without the consent of the supervisory authority of the non-banking financial
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