Private & Confidential For Private Circulation Only
No: ______Addressed to: ______
INFORMATION MEMORANDUM
CASHPOR MICRO CREDIT A company incorporated under Section 25 of the Companies Act, 1956 and continuing under Section 8 of the Companies Act, 2013 Date of Incorporation: December 10, 2002 Registered Office: –S-8/107, 107-A-1, 2 nd Floor, Varanasi Trade Center, Khajuri, Maqbool Alam Road, Varanasi- 221002 Telephone No .: +91 542-2505590/92, Contact Person : B. B. Singh- CFO E-mail: [email protected] & [email protected] ; Website: www.CASHPOR.in
Information Memorandum dated September 24, 2020 for issue of (i) up to 1,000 (One Thousand) rated, listed, secured, redeemable non-convertible debentures under Series 1 having face value of Rs. 10,00,000/- (Rupees Ten Lakhs only) each, of the aggregate nominal value of up to Rs. 100,00,00,000/- (Rupees One Hundred Crores only) (the “ Series 1 Debentures ”) and (ii) up to 250 (Two Hundred and Fifty) rated, listed, secured, redeemable non-convertible debentures under Series 2 having face value of Rs. 10,00,000/- (Rupees Ten Lakhs only) each, of the aggregate nominal value of up to Rs. 25,00,00,000/- (Rupees Twenty-Five Crores only) with a green shoe option of up to 750 (Seven Hundred and Fifty) rated, listed, secured, redeemable non-convertible debentures under Series 2 having face value of Rs. 10,00,000/- (Rupees Ten Lakhs only) each, of the aggregate nominal value of up to Rs. 75,00,00,000/- (Rupees Seventy -Five Crores only) (the “ Series 2 Debentures ”) (the Series 1 Debentures and the Series 2 Debentures are collectively hereinafter referred to as the “Debentures ”), on a private placement basis (the “ Issue ”). Background This Information Memorandum is related to the Debentures to be issued by CASHPOR Micro Credit (the “ Issuer ” or “ Company ” or “ CMC ”) on a private placement basis and contains relevant information and disclosures required for the purpose of issuing of the Debentures. The issue of the Debentures comprised in the Issue and described under this Information Memorandum has been authorised by the Issuer through resolutions passed by the shareholders of the Issuer on September 11, 2020 pursuant to Section 42 of the Act read with applicable rules of the Act, and the Board of Directors of the Issuer on September 08, 2020 and the Memorandum and Articles of Association of the Company. The present issue of Debentures in terms of this Information Memorandum is within the overall powers of the Board as per the above shareholder resolution(s). General Risks Investment in debt and debt related securities involve a degree of risk and Investors should not invest any funds in the debt instruments, unless they can afford to take the risks attached to such investments and only after reading the information carefully. For taking an investment decision, the Investors must rely on their own examination of the Company and the Issue including the risks involved. The Debentures have not been recommended or approved by Securities and Exchange Board of India (“ SEBI ”) nor does SEBI guarantee the accuracy or adequacy of this document. Specific attention of Investors is invited to the statement of Risk Factors at SECTION 3: of this memorandum of private placement for issue of Debentures on a private placement basis (“ Information Memorandum” or “Disclosure Document ”). This Information Memorandum has not been submitted, cleared or approved by SEBI. Private & Confidential For Private Circulation Only
Issuer’s Absolute Responsibility The Issuer, having made all reasonable inquiries, confirms and represents that the information contained in this Information Memorandum/ Disclosure Document is true and correct in all material respects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. The Issuer is solely responsible for the correctness, adequacy and disclosure of all relevant information herein. Credit Rating The Debentures proposed to be issued by the Issuer have been rated by Acuité Ratings & Research Limited (“ Rating Agency ”). The Rating Agency has, vide its letter dated September 11, 2020 assigned a rating of “ACUITE A” with “stable” outlook in respect of the Debentures. The above rating is not a recommendation to buy, sell or hold securities and Investors should take their own decision. The ratings may be subject to revision or withdrawal at any time by the rating agency and should be evaluated independently of any other ratings. Please refer to Annexure I of this Information Memorandum for the letter dated September 11, 2020 from the Rating Agency assigning the credit rating above mentioned.
Issue Schedule Issue Opens on: September 28, 2020 Issue Closing on: September 28, 2020 Deemed Date of Allotment: September 29, 2020
The Issuer reserves the right to change the Issue Schedule including the Deemed Date of Allotment at its sole discretion, without giving any reasons or prior notice. The Issue shall be open for subscription during the banking hours on each day during the period covered by the Issue Schedule. Listing The Debentures are proposed to be listed on the wholesale debt market of the Bombay Stock Exchange (“ BSE ”). Registrar and Transfer Agent Debenture Trustee
IDBI Trusteeship Services Limited Integrated Registry Management Services Asian Building, Ground Floor, Private Limited 17, R. Kamani Marg, Ballard Estate, 2nd Floor, Kences Towers, No. 1, Mumbai-400001 Ramakrishna Street, North Usman Road, T. Nagar, Tel. : +91 22 4080 7000 Chennai - 600 017 Fax: +91 22 6631 1776 Email : [email protected] Contact Person : Senior Vice President
Private & Confidential For Private Circulation Only
TABLE OF CONTENTS
SECTION 1: DEFINITIONS AND ABBREVIATIONS 4 SECTION 2: NOTICE TO INVESTORS AND DISCLAIMERS 9 SECTION 3: RISK FACTORS 12 SECTION 4: FINANCIAL STATEMENTS 14 SECTION 5: REGULATORY DISCLOSURES UNDER SEBI DEBT LISTING REGULATIONS 15 SECTION 6: DISCLOSURES PERTAINING TO WILFUL DEFAULT 47 SECTION 7: DISCLOSURES UNDER THE COMPANIES ACT 48 SECTION 8: APPLICANT’S DETAILS 60 SECTION 9: DECLARATION 61 SECTION 10: OTHER INFORMATION AND APPLICATION PROCESS 62 SECTION 11: DECLARATION 72 ANNEXURE I: RATING LETTER FROM THE RATING AGENCY 73 ANNEXURE II: CONSENT LETTER FROM THE DEBENTURE TRUSTEE 75 ANNEXURE III: APPLICATION FORM 76 ANNEXURE IV: AUDITED FINANCIAL STATEMENTS 80 ANNEXURE V: INDICATIVE CASHFLOW SCHEDULE 106 ANNEXURE VI: COPIES OF BOARD RESOLUTIONS 109 ANNEXURE VII: COPIES OF SHAREHOLDERS’ RESOLUTIONS 110 ANNEXURE VIII: RELATED PARTY TRANSACTIONS 111 ANNEXURE IX: DETAILS OF BRANCHES AND UNITS OF THE ISSUER 113
Private & Confidential For Private Circulation Only
SECTION 1: DEFINITIONS AND ABBREVIATIONS Unless the context otherwise indicates or requires, the following terms shall have the meanings given below in this Information Memorandum.
Accounting Standards Accounting standards and practices required to be followed under Applicable Law. Allot/Allotment/Allotted Unless the context otherwise requires or implies, the allotment of the Debentures pursuant to this Issue. Application Form The form used by the recipient of this Information Memorandum, to apply for subscription to the Debentures, which is annexed to this Information Memorandum and marked as Annexure III . Board/Board of The Board of Directors of the Issuer. Directors Business Day Any day of the week (excluding Saturdays, Sundays and any other day which is a ‘public holiday’ for the purpose of Section 25 of the Negotiable Instruments Act, 1881 (26 of 1881)) on which banks are normally open for business in Mumbai “Business Days ” shall be construed accordingly. CDSL Central Depository Services Limited Debentures / NCDs Collectively means the Series 1 Debentures and the Series 2 Debentures. Debenture Holders / The persons to whom this Information Memorandum has been Investors issued to and who have subscribed the Debentures in the primary market and thereafter shall mean and include any Person to whom the Debentures are transferred to, each who fulfils the following requirements: (a) Persons who are registered as such as the beneficial owners in terms of the Debenture Trust Deed; and (b) Persons who are registered as debenture holder(s) in the Register of Debenture Holder(s) maintained in terms of the Debenture Trust Deed. In the event of any inconsistency between sub paragraph (a) and (b) above, sub paragraph (a) shall prevail. Deemed Date of September 29, 2020 being the date on which the Debentures under Allotment each Series being issued hereunder are deemed to be allotted to the Debenture Holders. Debenture Trustee IDBI Trusteeship Services Limited, a company incorporated under the Companies Act, 1956 and having its registered office at Asian Building, Ground Floor, 17, R. Kamani Marg, Ballard Estate, Mumbai-400001 . Debenture Trustee Agreement executed by and between the Debenture Trustee and Agreement the Company for the purposes of appointment of the Debenture Trustee to act as debenture trustee in connection with the issuance of the Debentures. Debenture Trust Deed With respect to each Series issued under this Information Memorandum, the debenture trust deed executed/to be executed by and between the Debenture Trustee and the Company inter alia recording the terms and conditions for setting out the terms upon which the Debentures are being issued and shall include the representations and warranties and the covenants to be provided by the Issuer. Deed of Hypothecation With respect to each Series issued under this Information Memorandum, the deed of hypothecation entered/to be entered into between the Issuer and the Debenture Trustee, pursuant to which hypothecation over Secured Property shall be created by
4 Private & Confidential For Private Circulation Only
the Issuer in favour of the Debenture Trustee (acting for and on behalf of the Debenture Holders under each Series). Demat Refers to dematerialized securities which are securities that are in electronic form, and not in physical form, with the entries noted by the Depository. Depositories Act The Depositories Act, 1996, as amended from time to time. Depository A Depository registered with SEBI under the SEBI (Depositories and Participant) Regulations, 1996, as amended from time to time. Depository Participant / A depository participant as defined under the Depositories Act DP Director(s) Board of Director(s) of the Issuer. Disclosure Document / This document which sets out the information regarding the Information Debentures being issued on a private placement basis. Memorandum DP ID Depository Participant Identification Number. Due Date Any date on which the holders of the Debentures are entitled to any payments, whether on maturity or earlier, prior to the scheduled Maturity Date on acceleration in terms of the Transaction Documents. Electronic Book BSE Limited Provider/ EBP EFT Electronic Fund Transfer. Financial Indebtedness Any indebtedness in respect of the following: (a) monies borrowed; (b) any amount availed of by acceptance of any credit facility; (c) any amount raised pursuant to the issuance of any notes, bonds, debentures, loan stock or any other similar securities or instruments; (d) the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with generally accepted principles of accounting in India, be treated as a finance or capital lease; (e) receivables sold or discounted (other than any receivables sold in the ordinary course of business or to the extent that they are sold on a non-recourse basis); (f) any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing; (g) any derivative transaction entered into in connection with protection against or benefit from fluctuation in price (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken into account); (h) any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; (i) the amount of any liability under an advance or deferred purchase agreement if one of the primary reasons behind the entry into such agreement is to raise finance; (j) any put option, guarantees, keep fit letter(s), letter of comfort, etc by whatever name called, which gives or may give rise to any financial obligation(s);
5 Private & Confidential For Private Circulation Only
(k) any preference shares (excluding any compulsorily convertible preference shares) (l) (without double counting) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (k) above. Financial Year/ FY Twelve months period commencing from April 1 of a particular calendar year and ending on March 31 of the subsequent calendar year. Final Settlement Date The date on which the payments to be made by the Company in relation to the Issue have been irrevocably discharged in full and/or the Debentures under each Series have been redeemed by the Company in full in accordance with the terms of the Transaction Documents . IBC The Insolvency and Bankruptcy Code, 2016, and the rules and regulations made thereunder which are in effect from time to time and shall include any other statutory amendment or re-enactment thereof; Issue Private Placement of the Debentures. Issue Closing Date September 28, 2020 Issue Opening Date September 28, 2020 Issuer/ Company CASHPOR Micro Credit Majority Debenture Debenture Holder(s) holding an aggregate amount representing Holders not less than 75% (Seventy Five Percent) of the value of the nominal amount of the Debentures for the time being outstanding. It is however clarified that if a resolution is required to be passed in relation to a matter concerning a particular Series only, then the term “ Majority Debenture Holder(s) ” shall mean the Debenture Holder(s) of that Series/ Tranche holding an aggregate amount representing not less than 75% (Seventy Five Percent) of the value of the nominal amount of the Debentures comprised in that Series for the time being outstanding. Material Adverse Effect The effect or consequence of an event, circumstance, occurrence or condition which has caused, as of any date of determination, or could reasonably be expected to cause a material and adverse effect on the financial condition, business or operation of the Issuer which in the opinion of the Debenture Trustee is prejudicial to the ability of the Issuer to perform its obligations under the Transaction Documents. Maturity Date 18 (Eighteen) months from the Deemed Date of Allotment, or such other date on which the final payment of the principal amount of the Debentures of each series becomes due and payable as therein or herein provided, whether at such stated maturity date, by declaration of acceleration, or otherwise. N.A. Not Applicable. NSDL National Securities Depository Limited. PAN Permanent Account Number. Partial Credit Guarantee The scheme issued by the Department of Financial Services, Scheme Ministry of Finance, Government of India, vide the ‘Extended Partial Credit Guarantee Scheme’ on May 20, 2020, as modified from time to time, read with the frequently asked questions on the said schemes published by the Department of Financial Services, Ministry of Finance, Government of India on its website on May 20, 2020, for offering partial credit guarantee to Public Sector Banks for purchasing bonds / commercial paper from financially
6 Private & Confidential For Private Circulation Only
sound non-banking financial companies / housing finance companies/ micro finance institutions RBI Reserve Bank of India. Rating Agency Acuité Ratings & Research Limited, being a credit rating agency registered with SEBI pursuant to SEBI (Credit Rating Agencies) Regulations 1999, as amended from time to time. Record Date The date which will be used for determining the Debenture Holders who shall be entitled to receive the amounts due on any Due Date, which shall be the date falling 15 (Fifteen) Business Days prior to any Due Date. R&T Agent Integrated Registry Management Services Private Limited ROC Registrar of Companies. Rs. / INR Indian Rupee. RTGS Real Time Gross Settlement. SEBI Securities and Exchange Board of India constituted under the Securities and Exchange Board of India Act, 1992 (as amended from time to time). SEBI Debt Listing The Securities and Exchange Board of India (Issue and Listing of Regulations Debt Securities) Regulations, 2008 issued by SEBI, as amended from time t o time. SEBI Electronic Book The guidelines issued by SEBI and pertaining to the Electronic Mechanism Guidelines Book Mechanism set out in the terms specified by SEBI in its Circular dated January 05, 2018 (bearing reference number SEBI/HO/DDHS/CIR/P/2018/05) titled ‘Electronic book mechanism for issuance of securities on private placement basis’ read with the related clarifications dated August 16, 2018 (bearing reference number SEBI/HO/DDHS/CIR/P/2018/122), and the related operational guidelines issued by the concerned Electronic Book Provider, as may be amended, clarified or updated from time to time. Security The security for the Debentures as specified in clause 5.19 . Series Each Series being issued under this Information Memorandum, being Series 1 and Series 2 Series 1 Debentures Up to 1,000 (One Thousand) rated, listed, secured, redeemable non-convertible debentures under Series 1 having face value of Rs. 10,00,000/- (Rupees Ten Lakhs only) each, of the aggregate nominal value of up to Rs. 100,00,00,000/- (Rupees One Hundred Crores only). Series 2 Debentures Up to 250 (Two Hundred and Fifty) rated, listed, secured, redeemable non-convertible debentures under Series 2 having face value of Rs. 10,00,000/- (Rupees Ten Lakhs only) each, of the aggregate nominal value of up to Rs. 25,00,00,000/- (Rupees Twenty Five Crores only) with a green shoe option of up to 750 (Seven Hundred and Fifty) rated, listed, secured, redeemable non- convertible debentures under Series 2 having face value of Rs. 10,00,000/- (Rupees Ten Lakhs only) each, of the aggregate nominal value of up to Rs. 75,00,00,000/- (Rupees Seventy-Five Crores only) Tax or Taxes Any and all present or future, direct or indirect, claims for tax, withholding tax, surcharge, levy, impost, duty, cess, statutory due or other charge of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same) including on gross receipts, sales, turn- over, value addition, use, consumption, property, service, income, franchise, capital, occupation, license, excise, documents (such as
7 Private & Confidential For Private Circulation Only
stamp duties) and customs and other taxes, duties, assessments, or fees, however imposed, withheld, levied, or assessed by any Government. TDS Tax Deducted at Source. The Companies Act/ the The Companies Act, 2013 or where applicable, the provisions of Act the Companies Act, 1956, still in force. Terms & Conditions The terms and conditions pertaining to the Issue as outlined in the Transaction Documents. Transaction Documents The documents executed in relation to the issue of the Debentures and the creation of the Security and shall include the Information Memorandum, the Debenture Trustee Agreement, the Deed of Hypothecation, the Debenture Trust Deed and any other document that may be designated by the Debenture Trustee as a Transaction Document. WDM Wholesale Debt Market. Wilful Defaulter An entity who is categorized as a wilful defaulter by any Bank or financial institution or consortium thereof, in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India and includes an entity whose director or promoter is categorized as such.
8 Private & Confidential For Private Circulation Only
SECTION 2: NOTICE TO INVESTORS AND DISCLAIMERS
2.1 ISSUER’S DISCLAIMER This Information Memorandum is neither a prospectus nor a statement in lieu of a prospectus and should not be construed to be a prospectus or a statement in lieu of a prospectus under the Companies Act. The issue of the Debentures to be listed on the WDM segment of the BSE is being made strictly on a private placement basis. Multiple copies hereof given to the same entity shall be deemed to be given to the same person and shall be treated as such. This Information Memorandum does not constitute and shall not be deemed to constitute an offer or invitation to subscribe to the Debentures to the public in general. As per the applicable provisions, it is not necessary for a copy of this Information Memorandum / Disclosure Document to be filed or submitted to the SEBI for its review and/or approval. This Information Memorandum has been prepared in conformity with the SEBI Debt Listing Regulations as amended from time to time and the applicable RBI Circulars governing private placements of debentures by NBFCs. This Information Memorandum has been prepared solely to provide general information about the Issuer to the eligible investors to whom it is addressed and who are willing and eligible to subscribe to the Debentures. This Information Memorandum does not purport to contain all the information that any eligible investor may require. Further, this Information Memorandum has been prepared for informational purposes relating to this transaction only and upon the express understanding that it will be used only for the purposes set forth herein. Neither this Information Memorandum nor any other information supplied in connection with the Debentures is intended to provide the basis of any credit or other evaluation and any recipient of this Information Memorandum should not consider such receipt as a recommendation to subscribe to any Debentures. Each potential Investor contemplating subscription to any Debentures should make its own independent investigation of the financial condition and affairs of the Issuer, and its own appraisal of the creditworthiness of the Issuer. Potential Investors should consult their own financial, legal, tax and other professional advisors as to the risks and investment considerations arising from an investment in the Debentures and should possess the appropriate resources to analyse such investment and the suitability of such investment to such potential Investor’s particular circumstances. The Issuer confirms that, as of the date hereof, this Information Memorandum (including the documents incorporated by reference herein, if any) contains all the information that is material in the context of the Issue and regulatory requirements in relation to the Issue and is accurate in all such material respects. No person has been authorized to give any information or to make any representation not contained or incorporated by reference in this Information Memorandum or in any material made available by the Issuer to any potential Investor pursuant hereto and, if given or made, such information or representation must not be relied upon as having been authorized by the Issuer. The Issuer certifies that the disclosures made in this Information Memorandum are adequate and in conformity with the SEBI Debt Listing Regulations. Further, the Issuer accepts no responsibility for statements made otherwise than in the Information Memorandum or any other material issued by or at the instance of the Issuer and anyone placing reliance on any source of information other than this Information Memorandum would be doing so at its own risk. This Information Memorandum, and the contents hereof are restricted only for the intended recipient(s) who have been addressed directly and specifically through a communication by the Issuer and only such recipients are eligible to apply for the Debentures. All Investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this Issue. The contents of this Information Memorandum are intended to be used only by those potential Investors to whom it is distributed. It is not intended for distribution to any other person and should not be reproduced by the recipient.
9 Private & Confidential For Private Circulation Only
No invitation is being made to any person other than those to whom Application Forms along with this Information Memorandum being issued have been sent. Any application by a person to whom the Information Memorandum has not been sent by the Issuer shall be rejected without assigning any reason. The person who is in receipt of this Information Memorandum shall not reproduce or distribute in whole or part or make any announcement in public or to a third party regarding the contents hereof without the consent of the Issuer. The recipient agrees to keep confidential all information provided (or made available hereafter), including, without limitation, the existence and terms of the Issue, any specific pricing information related to the Issue or the amount or terms of any fees payable to us or other parties in connection with the Issue. This Information Memorandum may not be photocopied, reproduced, or distributed to others at any time without the prior written consent of the Issuer. Upon request, the recipients will promptly return all material received from the Issuer (including this Information Memorandum) without retaining any copies hereof. If any recipient of this Information Memorandum decides not to participate in the Issue, that recipient must promptly return this Information Memorandum and all reproductions whether in whole or in part and any other information statement, notice, opinion, memorandum, expression or forecast made or supplied at any time in relation thereto or received in connection with the Issue to the Issuer. The Issuer does not undertake to update the Information Memorandum to reflect subsequent events after the date of Information Memorandum and thus it should not be relied upon with respect to such subsequent events without first confirming its accuracy with the Issuer. Neither the delivery of this Information Memorandum nor any sale of Debentures made hereafter shall, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of the Issuer since the date hereof. This Information Memorandum does not constitute, nor may it be used for or in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation. No action is being taken to permit an offering of the Debentures or the distribution of this Information Memorandum in any jurisdiction where such action is required. Persons into whose possession this Information Memorandum comes are required to inform themselves about and to observe any such restrictions. The Information Memorandum is made available to potential Investors in the Issue on the strict understanding that it is confidential.
2.2 DISCLAIMER CLAUSE OF STOCK EXCHANGES As required, a copy of this Information Memorandum has been filed with the BSE in terms of the SEBI Debt Listing Regulations. It is to be distinctly understood that submission of this Information Memorandum to the BSE should not in any way be deemed or construed to mean that this Information Memorandum has been reviewed, cleared, or approved by the BSE; nor does the BSE in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Information Memorandum, nor does the BSE warrant that the Issuer’s Debentures will be listed or will continue to be listed on the BSE; nor does the BSE take any responsibility for the soundness of the financial and other conditions of the Issuer, its promoters, its management or any scheme or project of the Issuer.
2.3 DISCLAIMER CLAUSE OF SEBI As per the provisions of the SEBI Debt Listing Regulations, it is not stipulated that a copy of this Information Memorandum has to be filed with or submitted to the SEBI for its review / approval. It is to be distinctly understood that this Information Memorandum should not in any way be deemed or construed to have been approved or vetted by SEBI and that this Issue is not recommended or approved by SEBI. SEBI does not take any responsibility either for the financial soundness of any
10 Private & Confidential For Private Circulation Only proposal for which the Debentures issued thereof is proposed to be made or for the correctness of the statements made or opinions expressed in this Information Memorandum.
2.4 DISCLAIMER IN RESPECT OF JURISDICTION This Issue is made in India to Investors as specified under the clause titled “Eligible Investors” of this Information Memorandum, who shall be/have been identified upfront by the Issuer. This Information Memorandum does not constitute an offer to sell or an invitation to subscribe to Debentures offered hereby to any person to whom it is not specifically addressed. Any disputes arising out of this Issue will be subject to the exclusive jurisdiction of the courts and tribunals at Mumbai. This Information Memorandum does not constitute an offer to sell or an invitation to subscribe to the Debentures herein, in any other jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction.
2.5 DISCLAIMER IN RESPECT OF RATING AGENCIES Ratings are opinions on credit quality and are not recommendations to sanction, renew, disburse or recall the concerned bank facilities or to buy, sell or hold any security. The Rating Agency has based its ratings on information obtained from sources believed by it to be accurate and reliable. The Rating Agency does not, however, guarantee the accuracy, adequacy or completeness of any information and is not responsible for any errors or omissions or for the results obtained from the use of such information. Most entities whose bank facilities/instruments are rated by the Rating Agency have paid a credit rating fee, based on the amount and type of bank facilities/instruments.
2.6 ISSUE OF DEBENTURES IN DEMATERIALISED FORM The Debentures will be issued in dematerialised form. The Issuer has made arrangements with the Depositories for the issue of the Debentures in dematerialised form. Investors will have to hold the Debentures in dematerialised form as per the provisions of Depositories Act. The Issuer shall take necessary steps to credit the Debentures allotted to the beneficiary account maintained by the Investor with its depositary participant. The Issuer will make the Allotment to Investors on the Deemed Date of Allotment after verification of the Application Form, the accompanying documents, in accordance with the SEBI Electronic Book Mechanism Guidelines and on realisation of the application money.
11 Private & Confidential For Private Circulation Only
SECTION 3: RISK FACTORS The following are the risks envisaged by the management of the Company relating to the Company, the Debentures and the market in general. Potential investors should carefully consider all the risk factors in this Disclosure Document for evaluating the Company and its business and the Debentures before making any investment decision relating to the Debentures. The Company believes that the factors described below represent the principal risks inherent in investing in the Debentures, but does not represent that the statements below regarding the risks of holding the Debentures are exhaustive. The order of the risk factors is intended to facilitate ease of reading and reference and does not in any manner indicate the importance of one risk factor over another. Investors should also read the detailed information set out elsewhere in this Disclosure Document and reach their own views prior to making any investment decision. If any one of the following stated risks actually occurs, the Company’s business, financial conditions and results of operations could suffer and, therefore, the value of the Company’s Debentures could decline and/or the Company’s ability to meet its obligations in respect of the Debentures could be affected. More than one risk factor may have simultaneous effect with regard to the Debentures such that the effect of a particular risk factor may not be predictable. Please note that unless specified or quantified in the relevant risk factors, the Company is not in a position to quantify the financial or other implications of any risk mentioned herein below: a. Repayment of principal is subject to the credit risk of the Company.
Potential investors should be aware that receipt of the principal amount along with yield payable thereon and any other amounts that may be due in respect of the Debentures is subject to the credit risk of the Company and the potential investors assume the risk that the Company may not be able to satisfy their obligations under the Debentures. In the event that bankruptcy proceedings or composition, scheme of arrangement or similar proceedings to avert bankruptcy are instituted by or against the Company, the payment of sums due on the Debentures may be substantially reduced or delayed. b. Tax Considerations and Legal Considerations
Special tax considerations and legal considerations may apply to certain types of potential investors. Potential investors are urged to consult with their own financial, legal, tax and other professional advisors to determine any financial, legal, tax and other implications of this investment. c. Company’s indebtedness and covenants imposed by its financing arrangements may restrict its ability to conduct its business or operations
Company’s financing arrangements require it to maintain certain security cover for some of its borrowings. Should there be any breach of financial or other covenants of any financing arrangements and such breach continues beyond the stipulated cure period (if any), the Company may be subjected to various consequences as a result of such default including forced repayment of such borrowings. Further, under some of the financing arrangements, the Company is required to inform / obtain prior approval of the lenders / debentures holders / debenture trustee for various actions. This may restrict / delay some of the actions / initiatives of the Company from time to time.
12 Private & Confidential For Private Circulation Only d. Accounting Considerations
Special accounting considerations may apply to certain types of taxpayers. Potential investors are urged to consult with their own accounting advisors to determine implications of this investment. e. Security maybe insufficient to redeem the Debentures
The Debentures are proposed to be secured by the assets described in clause 5.19 below. In the event that the Company is unable to meet its payment and other obligations towards potential investors under the terms of the Debentures, the Debenture Trustee may enforce the security. The potential investors’ recovery in relation to the Debentures will be inter alia subject to (i) the market value of the security; and (ii) finding a willing buyer for the security at a price sufficient to repay the amounts due and payable to the potential investors’ amounts outstanding under the Debentures. f. Material changes in regulations to which the Company are subject could impair the Company’s ability to meet payments or other obligations.
The Company is subject generally to changes in Indian law, as well as to changes in government regulations and policies and accounting principles. Any changes in the regulatory framework could adversely affect the profitability of the Company or its future financial performance, by requiring a restructuring of its activities, increasing costs or otherwise. g. Economic fallout from the spread of the Covid-19 virus may impact the Issuer’s business prospects, financial condition, result of operations and credit risk
The spread of the Covid-19 virus has affected millions across the globe and the same coupled with measures taken by the governments including lockdowns/ curfew has not only affected day to day lives of people but has also given a hard blow to the supply chain of factories, with trade routes being disturbed and slowing down of the industry, trade, commerce and business activities across all sectors. The Covid-19 virus pandemic is also adversely affecting, and is expected to continue to adversely affect, our operations, liquidity and cashflows.
While the extent of negative financial impact cannot be reasonably estimated at this time, a sustained economic slowdown may significantly affect our business, financial condition, liquidity, cashflows and results of operations and the same will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the Covid-19 virus and the actions to contain the Covid-19 virus or treat its impact, among others. Consequently, there may be a negative effect on the Company’s ability to service the obligations in relation to the Debentures.
13 Private & Confidential For Private Circulation Only
SECTION 4: FINANCIAL STATEMENTS The audited financial statements of the Issuer for the last three financial year ends are set out in Annexure IV hereto.
14 Private & Confidential For Private Circulation Only
SECTION 5: REGULATORY DISCLOSURES UNDER SEBI DEBT LISTING REGULATIONS The Information Memorandum is prepared in accordance with the provisions of SEBI Debt Listing Regulations and in this section, the Issuer has set out the details required as per Schedule I of the SEBI Debt Listing Regulations. 5.1 Documents Submitted to the Exchanges The following documents have been / shall be submitted to the BSE: A. Memorandum and Articles of Association of the Issuer and necessary resolution(s) for the allotment of the Debentures; B. Copy of last 3 (Three) years audited Annual Reports; C. Statement containing particulars of, dates of, and parties to all material contracts and agreements; D. Copy of the resolution passed by the shareholders of the Company at the Annual General Meeting held on September 11, 2020 authorizing the issue/offer of non-convertible debentures by the Company; E. Copy of the resolution passed by the Board of Directors authorizing the issuance of the Debentures and the list of authorized signatories; F. An undertaking from the Issuer stating that the necessary documents for the creation of the charge, including the Debenture Trust Deed would be executed within the time frame prescribed in the relevant regulations/acts/rules etc. and the same would be uploaded on the website of the BSE, where the debt securities have been listed, within 5 (Five) working days of execution of the same; G. Where applicable, an undertaking that permission / consent from the prior creditor for a second or pari passu charge being created, in favour of the trustees to the proposed issue has been obtained; and H. Any other particulars or documents that the recognized stock exchange may call for as it deems fit.
5.2 Documents Submitted to Debenture Trustee The following documents have been/shall be submitted to the Debenture Trustee in electronic form (soft copy) on or before the allotment of the Debentures: A. Memorandum and Articles of Association of the Issuer and necessary resolution(s) for the allotment of the Debentures; B. Copy of last 3 (Three) years audited Annual Reports; C. Statement containing particulars of, dates of, and parties to all material contracts and agreements; D. Latest audited / limited review half yearly consolidated (wherever available) and standalone financial information (profit & loss statement, balance sheet and cash flow statement) and auditor qualifications, if any. E. An undertaking to the effect that the Issuer would, until the redemption of the debt securities, submit the details mentioned in point (D) above to the Debenture Trustee within the timelines as mentioned in Simplified Listing Agreement issued by SEBI vide circular No. SEBI/IMD/BOND/1/2009/11/05 dated May 11, 2009 as amended from time to time, for furnishing / publishing its half yearly/ annual result. Further, the Issuer shall within 180 (One Hundred and Eighty) calendar days from the end of the financial year, submit a copy of the latest annual report to the Debenture Trustee and the Debenture Trustee shall be obliged to share the details submitted under this clause with all ‘Qualified Institutional Buyers’ and other existing debenture-holders within 2 (two) Business Days of their specific request.
15 Private & Confidential For Private Circulation Only
5.3 Name and Address of Registered Office of the Issuer : Name of the Issuer: CASHPOR Micro Credit Registered Office of Issuer: S-8/107, 107-A-1, 2nd Floor, Varanasi Trade Center, Khajuri, Maqbool Alam Road, Varanasi- 221002 Corporate Office of Issuer: S-8/107, 107-A-1, 2nd Floor, Varanasi Trade Center, Khajuri, Maqbool Alam Road, Varanasi- 221002 Compliance Officer of Issuer: CS Jyoti Khatri, Assistant Company Secretary
Chief Financial Officer of Issuer: Dr. B. B. Singh
Registration Number: 027113
Corporate Identification Number: U65910UP2002NPL027113
Phone No.: +91 542 2505590/ 92
Fax No.: +91 542 2505591
Contact Person: Ms. Jyoti Khatri, Assistant Company Secretary
Email: [email protected]
Website of Issuer: http://www.cashpor.in/
Auditors of the Issuer: Walker Chandiok & Co. Llp
Trustee to the Issue: IDBI Trusteeship Services Limited Address: Asian Building, 17, R. Kamani Marg, Ballard Estate, Mumbai – 400 001
Registrar to the Issue: Integrated Registry Management Services Private Limited Address: 2nd Floor, Kences Towers, No. 1, Ramakrishna Street, North Usman Road, T. Nagar, Chennai - 600 017
Credit Rating Agency: Acuité Ratings & Research Limited Address: A-812, The Capital, G Block, BKC, Bandra (E), Mumbai - 400051
5.4 A brief summary of business / activities of the Issuer and its line of business: (a) Overview :
(b) CASHPOR Micro Credit is a not for profit company, which is originally registered under Section-25 of the Companies Act, 1956. It is a poverty focused institution that provides microfinance exclusively to below poverty line women.
16 Private & Confidential For Private Circulation Only
(c) Corporate Structure/Organization Structure:
(d) Key Operational and Financial Parameters for the last 3 audited years on a consolidated basis (wherever available) else on a standalone basis. (Rs. Crores )
FY Parameters FY 2019 FY 2018 2020 Net worth 261.98 207.26 163.05 Total Debt 1539.37 1142.16 1052.40 Non-Current Maturities of Long Term 677.17 421.76 428.76 Comprising Borrowing of Short Term Borrowing 0.00 0.00 0.00 Current Maturities of Long Term Borrowing 862.20 720.40 623.64 Net Fixed Assets 2.14 2.21 2.14 Non-Current Assets 399.04 291.56 287.37 Cash and Cash Equivalents 348.54 267.05 272.67 Current Investments 0.00 0.00 0.00 Current Assets 1488.89 1112.47 966.98 Current Liabilities 945.45 772.80 657.86 Assets Under Management 2934.96 2194.07 1812.44 Off Balance Sheet Assets 1446.98 1092.25 867.88
17 Private & Confidential For Private Circulation Only
Interest Income 212.50 191.60 185.70 Interest Expense 130.20 105.44 103.24 Provisioning & Write-offs 9.83 9.63 17.49 PAT 48.28 40.36 31.94 Gross NPA (%) 0.16% 0.15% 0.21% Net NPA (%) 0.02% 0.01% 0.02% Tier I Capital Adequacy Ratio (%) 16.37% 17.49% 17.18% Tier II Capital Adequacy Ratio (%) 2.41% 2.85% 2.01%
(e) Gross Debt: Equity Ratio of the Company:
Before the issue of debt securities 5.9 Times After the issue of debt securities 8 times
(f) Project cost and means of financing, in case of funding new projects:
NA 5.5 A Brief history of Issuer since its incorporation giving details of its following activities: A. Details of Share Capital as on last quarter end i.e. June 30, 2020:
Number of Nominal Share Capital Amounts Securities Value Authorised: Equity 15,00,000 10.00 150,000,000.00 Preference - - - TOTAL 15,00,000 10.00 15,00,00,000.00 Issued, Subscribed and Fully Paid- up 53,90,000 10.00 53,900,000.00 Preference Shares TOTAL 53,90,000 10.00 53,900,000.00
B. Changes in its capital structure as on last quarter end i.e. June 30, 2020, for the last five years: There has been no change in the issued or paid up capital of the Company in the last 5 (Five) years. C. Equity Share Capital History of the Company as on last quarter end i.e. June 30, 2020, for the last five years: There has been no change in the issued or paid up capital of the Company in the last 5 (Five) years. D. Details of any Acquisition or Amalgamation in the last 1 (one) year : There has been no acquisition or amalgamation in the last 1 (One) year
E. Details of any Reorganization or Reconstruction in the last 1 (one) year :
There has been no reorganization or reconstruction in the last 1 (one) year
18 Private & Confidential For Private Circulation Only
5.6 Details of the shareholding of the Company as on June 30, 2020:
A. Shareholding pattern of the Company as on June 30, 2020 :
Number of Total No. of shares held in Shareholding as a Shares Dematerialised % of total no. of Sr. Form equity shares. No. Shareholders NA 0.99999870 CASHPOR Financial & Technical 53,89,993 1. Services Private Limited NA 0.00000019 2. Mrs. Archana Shukla 1 NA 0.00000019 3. Mrs. Kirti Yadav 1 NA 0.00000019 4. Mrs. Snowlata Maurya 1 NA 0.00000019 5. Mrs. Shashi Singh 1 NA 0.00000019 6. Mr. Rakesh Kumar Dubey 1 NA 0.00000019 7. Mrs. Sarita Singh 1 NA 0.00000019 1 8. Mrs. Vandana Srivastava 100% 53,90,000 Total
The promoters have not pledged or encumbered any of the shares held by them in the company. B. List of top 10 holders of equity shares of the Company as on June 30, 2020 :
Shareholders No. of Number of Total Sr. Shares shares held in Shareholding as a No. Dematerialised % of total no. of Form equity shares.
CASHPOR Financial & Technical 53,89,993 NA 0.99999870 1. Services Private Limited 2. Mrs. Archana Shukla 1 NA 0.00000019
3. Mrs. Kirti Yadav 1 NA 0.00000019
4. Mrs. Snowlata Maurya 1 NA 0.00000019
5. Mrs. Shashi Singh 1 NA 0.00000019
6. Mr. Rakesh Kumar Dubey 1 NA 0.00000019
7. Mrs. Sarita Singh 1 NA 0.00000019
8. Mrs. Vandana Srivastava 1 NA 0.00000019 Total 53,90,000 100%
19 Private & Confidential For Private Circulation Only
5.7 Following details regarding the directors of the Company: A. Details of current directors of the Company as on June 30,2020 : This table sets out the details regarding the Company’s Board of Directors
Sr. Name and DIN DOB Designatio Address Director of Details of No. n the other Company directorship since 1. Mr. David 12/07/ Nominee Kampung 10/12/2002 CASHPOR Sprague 1940 Director Kolam Air MICRO Gibbons Pantai Seremban CREDIT & Negeri Sembilan CASHPOR
Malaysia 71770 Financial and 01238730 Technical Services Private Limited
2. Mr. Mukul 01/01/ Managing Chuppepur, 30/05/2009 CASHPOR Jaiswal 1972 Director Shivpur, Central Micro Credit, Jail Road, CASHPOR 02696656 Bhojubeer Financial and Varanasi Uttar Technical Pradesh India Services 221003 Private Limited, Jeevanshree Inclusive Finance India Private Limited, Satya Micro Capital Limited & Aayushya Foundation.
3. Mr. Abhijit Sen 17/11/ Director A 92, Grand 24/07/2015 Trent 1950 Paradi, 572 Limited, 00002593 Dadyseth Hill Kalyani August Kranti Forge Marg Near limited, Kemps Corner ,Ugro capital Mumbai Limited, Maharashtra CASHPOR India 400036 Micro Credit, Veritas Finance Private Limited,
20 Private & Confidential For Private Circulation Only
Netafim Agricultural Financing Agency Private Limited, Manappuram Finance Limited, Tata Investment Corporation Limited, Ujjivan Financial Services Limited, Booker Satnam Wholesale Limited, Asirvad Micro Finance Limited, Pramerica life Insurance Limited, Booker India limited
4. Mr. Bahram 12/09/ Nominee Flat No 2 Grd 10/11/2014 Qualia Navroz Vakil 1958 Director Floor Wadia Hospitality House 22 Llp., Trent
Hughes Road 5 Limited, 00283980 Khareghat Voltas Colony, Limited, Axis Capital Limited, CASHPOR Micro Credit, Grameen capital India Private Limited, CASHPOR Financial and Technical Services Private Limited, Peninsula Trustee
21 Private & Confidential For Private Circulation Only
Limited, Sashakt India Asset Management Limited, Bodhi Global Services Private Limited, Centre for Advancemen t of Philanthropy. ,Ge-Hitachi Nuclear Energy India Private Limited, Inarco Private Limited, World Monuments Fund India Association, Aakar Innovations Private Limited, Aayushya Foundation, Indian Council on Global Relations. Eversource Capital Private limited, & Kaleidofin Private Limited,
5. Ms. Moumita 27/07/ Nominee 1/157, Ishana 07/12/2004 Uzhavan Sen Sarma 1967 Director Vihar,Isha Yoga Agro Center, Solutions 00481775 Velliangiri Private Foothills,Ikkarai Limited, Isha boluvampatty, Naturo Coimbatore Organic Solutions Private
22 Private & Confidential For Private Circulation Only
Tamil Nadu Limited, India 641114 Trishul Shelters Private Limited, CASHPOR Micro Credit, Trishul Foundations Private Limited, Krishi Land Farm Developers Private Limited, & RJ3111 Creatives Private Limited
6. Mr. Suhail 13/09/ Nominee 1045 Hubert 25/02/2014 CASHPOR Chander 1958 Director Road 94610- Micro Credit, 2520 Oakland & Xpanse 06941577 CA, USA Services Llp
7. Mr. Saneesh 19/09/ Nominee Flat No. 224, Dlf 28/06/2013 ESAF Singh 1968 Director Park Place, Dlf Financial City Phase -5, Holdings
Gurgaon Sector Private 02254868 56 Gurgaon, Limited, Haryana India CASHPOR 122011 Micro Credit, Mi India Capital & Investment Private Limited, Margdarshak Financial Services Limited, ESAF Small Finance Bank Limited, Growing Opportunity Finance (India)Privat e Limited, Mi India Capital Consultants
23 Private & Confidential For Private Circulation Only
Private Limited, Satya Micro Capital Limited, Samhita Community Development Services & Dia Vikas Capital Private Limited.
8. Mr. Rajiv 01/06/ Nominee C/o Dr. R K 03/05/2019 CASHPOR Kumar 1968 Director, Sachan, 2, Micro Credit Dwarikapuri
colony, Old 06831395 Picnic Spot Road, Sector-8, Indira nagar Lucknow Uttar Pradesh India - 226016
9. Mr. Sudarshan 21/01/ Additional 52 Vikas Bldg, 19/02/2020 The Federal Sen 1959 Director 31 Pedder Road Bank Ltd & Mumbai, CASHPOR
Maharashtra- Micro Credit 03570051 400026
24 Private & Confidential For Private Circulation Only
B. Details of change in directors since last three years:
Name Designation DIN Date of Director of Remarks Appointment / the Resignation Company since (in case of resignation) Chandni Nominee 03613229 28/09/2017 05/06/2012 Resignation Gupta Ohri Director GF- USA & Amar Foundation Prem Singh Additional 01317215 30/04/2018 10/10/2017 Resignation Hooda Director Sanjoy Director 00480441 10/10/2018 10/12/2002 Resignation Dasgupta Prakash Nominee 06758416 15/01/2019 22/09/2015 Resignation Kumar Director Satya Nominee 03168099 03/05/2019 15/01/2019 Resignation Prakash Director Singh Rajiv Kumar Nominee 06831395 03/05/2019 Appointme Director nt Sachchida Director 07286334 14/11/2019 08/05/2017 Cessation Nand due to Tripathi Death Graham Additional 06399238 13/01/2020 10/10/2012 Resignation Wrigley Director Sudarshan Director 03570051 19/02/2020 Appointme Sen nt
5.8 Following details regarding the auditors of the Company :
A. Details of the auditor of the Company:
Name Address Auditor since Remark Walker Chandiok & Co. L 41, Connaught Circus, New Delhi 01.04.2019 None LLP 110001
B. Details of change in auditors since last three years :
Name Address Date of Auditor of the Remarks Appointment / Company since Resignation (in case of resignation) B S R & Associates. 8-2-618/2, 31/03/2019 30/09/2009 The Auditor LLP Reliance were changed Humsafar, 4th due to Floor, Road requirement of No. 11, Companies Act Banjara Hills, Hyderabad,
25 Private & Confidential For Private Circulation Only
Telangana-TG 500034.
Walker Chandiok & L 41, 01/04/2019 Appointment Co. LLP Connaught Circus, New Delhi 110001
5.9 Details of borrowings of the Company, as on latest quarter end i.e. June 30, 2020: A. Details of Secured Loan Facilities as on June 30, 2020 : (Rs. In Cr .)
Lender’s Name Repayment Type of Amt (in case of Principal Date/ Facility / Sancti Facility) / Amt Schedule Security Instrumen oned / Instrument outstanding t Issued Name
Hypothecation of 50.00 19.05 February-21 Book debts Hypothecation of HDFC Bank Ltd 100.00 38.10 October-21
Term Term Loan Book debts Hypothecation of 42.86 October-21 Book debts Sub- Total 150.00 100.00 Hypothecation of Book Debts & 75.00 37.50 March-21 Pledged TDR of Rs. 375Lacs Hypothecation of SIDBI Book Debts & 100.00 100.00 December-22 Pledged TDR of Rs. 500Lacs Hypothecation of 125.00 90.00 April-21 Book Debts Sub- Total 300.00 227.50
Hypothecation of 125.00 30.68 December-20 Book debts & FD of Rs. 225 lacs
Hypothecation of - 25.00 February-21 Book debts & FD of Rs. 150 lacs ICICI BANK Hypothecation of 200.00 100.45 August-21 Book debts & FD of Rs. 390 lacs
Hypothecation of - 30.23 October-21 Book debts & FD of Rs. 105 lacs
26 Private & Confidential For Private Circulation Only
Hypothecation of - 35.00 January-22 Book debts & FD of Rs. 105 lacs Sub- Total 325.00 221.36 October-20 Hypothecation of Book debts & DENA BANK 50.00 4.23 Pledged FD of Rs. 250 Lacs Sub- Total 50.00 4.23 Hypothecation of Book debts & 25.00 7.14 December-20 Pledged FD of Rs. 62.50 Lacs
Hypothecation of September- Book debts & & 100.00 31.25 21 Pledged FD of AXIS BANK Rs.125 Lacs Hypothecation of Book debts & - 21.88 October-21 Pledged FD of Rs. 62.5 Lacs Hypothecation of Book debts & - 18.75 December-21 Pledged FD of Rs. 62.5 Lacs Sub- Total 125.00 79.02
Hypothecation of 130.00 27.86 December-20 Book debts
Hypothecation of - 15.00 December-20 Book debts
BANDHAN Hypothecation of - 14.29 January-21 BANK Book debts Hypothecation of 100.00 71.43 August-21 Book debts Hypothecation of 100.00 70.00 January-22 Book debts Hypothecation of - 30.00 March-22 Book debts Sub- Total 330.00 228.57 Hypothecation of Book debts & UCO BANK 20.00 13.29 March-22 Pledged FD of Rs. 100 Lacs
27 Private & Confidential For Private Circulation Only
Hypothecation of Book debts & 25.00 23.48 December-22 Pledged FD of Rs. 125 Lacs Sub- Total 45.00 36.77 Hypothecation of 50.00 0.21 July-20 Book debts Hypothecation of - 0.83 July-20 AU SMALL Book debts FINANCE Hypothecation of 30.00 15.75 July-21 BANK Book debts - 1.17 July-21
- 0.58 July-21 Sub- Total 80.00 18.54 Hypothecation of Book debts & 50.00 8.00 March-21 Pledged FD of Rs.100 Lacs Hypothecation of Book debts & - 12.00 March-21 Pledged FD of Rs.150 Lacs Hypothecation of UNION BANK Book debts & 75.00 36.00 March-22 OF INDIA Pledged FD of Rs.225 Lacs Hypothecation of Book debts & - 24.00 March-22 Pledged FD of Rs.150 Lacs Hypothecation of Book debts & 75.00 75.00 March-23 Pledged FD of Rs.375 Lacs Sub- Total 200.00 155.00 Hypothecation of Book debts & 35.00 3.75 August-20 pledge of 5% FD RATNAKAR Rs. 150 lacs BANK LTD. Hypothecation of Book debts & 40.00 15.00 March-21 pledge of 5% FD Rs. 200 lacs Sub- Total 75.00 18.75 Hypothecation of 50.00 - June-20 Book debts Hypothecation of KOTAK - 0.10 July-20 MAHINDRA Book debts Hypothecation of 25.00 8.57 February-21 Book debts
28 Private & Confidential For Private Circulation Only
Hypothecation of - 2.86 June-21 Book debts Sub- Total 75.00 11.52 Hypothecation of Book debts & 30.00 1.88 March-21 pledge of 5% FD YES BANK Rs. 100 lacs - 3.75 March-21
- 2.08 March-21 Sub- Total 30.00 7.71 Hypothecation of September- Book debts & 10.00 1.11 20 pledge of 2.5% FD Rs. 25 lacs VIJAYA BANK Hypothecation of Book debts & 10.00 3.89 July-21 pledge of 2.5% FD Rs. 25 lacs Sub- Total 20.00 5.00
Hypothecation of Book debts & 50.00 5.50 April-21 pledge of 5% FD Rs. 250 lacs Bank of Baroda - 12.77 April-21 Hypothecation of Book debts & 50.00 50.00 March-23 pledge of 5% FD Rs. 250 lacs Sub- Total 100.00 68.27 November- 21 Hypothecation of IDFC First Bank 100.00 87.50 Book debts
Sub- Total 100.00 87.50 September- Hypothecation of 25.00 18.75 21 Book debts Federal Bank Hypothecation of 20.00 20.00 March-22 Book debts Sub- Total 45.00 38.75 January-23 Hypothecation of State Bank of Book debts & 50.00 45.00 India pledge FD Rs. 450 lacs Sub- Total 50.00 45.00
29 Private & Confidential For Private Circulation Only
Hypothecation of Book debts & 10.00 5.00 July-21 pledge of 2.5% FD Nabsamruddhi Rs. 25 lacs Finance Limited Hypothecation of November- Book debts & 11.00 10.08 22 pledge of 2.5% FD Rs. 27.5 lacs Sub- Total 21.00 15.08 WaterCredit June-21 Hypothecation of 9.50 9.50 investment fund Book debts Sub- Total 9.50 9.50 Hypothecation of 21.50 10.46 January-22 Book debts
Actiam IMF III Hypothecation of - 11.04 January-22 Book debts
Sub- Total 21.50 21.50 Hypothecation of September- Book debts & 50.00 11.32 21 Pledged of 5% FD Rs.125 Lacs Hypothecation of Book debts & 100.00 41.40 July-22 Pledged of 5% FD MUDRA Rs.250 Lacs
Hypothecation of Book debts & - 41.40 July-22 Pledged of 5% FD Rs.250 Lacs
Sub- Total 150.00 94.12 Renewable annually 10% FDR of Rs. 50 Cash Credit lacs and from State CC 5.00 4.82 Hypothecation of Banks of India Book debts
Sub- Total 5.00 4.82 2,307. Grand Total 1498.52 00
30 Private & Confidential For Private Circulation Only
B. Details of Unsecured Loan Facilities as on June 30, 2020 : (in Cr.)
Lender’s Name Type of Amount Principal Repayment Date/ Facility sanctioned Amount O/S Schedule Dia Vikas capital Sub Debt 20.01 20.01 In 2 (two) Pvt.ltd instalment on Jan 2022 and April 2022.
C. Details of Non-Convertible Debentures as on June 30, 2020:
Deben Tenor/P Coupon Amount Date Redemp Credit Secure Security ture eriod of (Rate of of tion on Rating d/ Series Maturit Interest) allotm Date/ Unsecu y ent Schedul red e NA NA NA NA NA NA NA NA NA
D. List of Top 10 Debenture Holders (as on June 30, 2020):
S. No. Name of Debenture Holders Amount (Rs. Cr) 1 NA NA
Note: Top 10 holders’ (in value terms, on cumulative basis for all outstanding debentures issues) details should be provided. E. The amount of corporate guarantee issued by the Issuer along with name of the counterparty (like name of the subsidiary, JV entity, group-company, etc) on behalf of whom it has been issued. (if any) :
NIL
F. Details of Commercial Paper :
NIL
G. Details of rest of the borrowing (if any including hybrid debt like FCCB, Optionally Convertible Debentures / Preference Shares) as on June 30, 2020 :
NIL
H. Details of all default/s and/or delay in payments of interest and principal of any kind of term loans, debt securities and other financial indebtedness including corporate guarantee issued by the Company, in the past 5 years:
NIL
31 Private & Confidential For Private Circulation Only
I. Details of any outstanding borrowings taken / debt securities issued where taken / issued (i) for consideration other than cash, whether in whole or part, (ii) at a premium or discount, or (iii) in pursuance of an option:
NIL
5.10 Details of Promoters of the Company:
A. Details of Promoter Holding in Company as on June 30, 2020:
Name of the Total No of No. of Total No of % of shareholders Equity shares in shareholding shares shares shares Demat as % of total Pledged pledged form no of equity with shares respect to shares owned CASHPOR Financial and 53,89,993 NA 0.99999870 Nil Nil Technical Services Private Limited
5.11 Abridged version of the Audited Consolidated and Standalone Financial Information (like Profit and Loss statement, Balance Sheet and Cash Flow statement) for at least last three years and auditor qualifications, if any. (Rs. In Cr)
Profit & Loss Statement FY 2020 FY 2019 FY 2018 Income Income from operations 352.87 291.72 263.28 Other income 0.70 0.09 1.21 Total Income 353.57 291.82 264.49 Expenditure - - - Employee benefit 120.49 102.32 91.99 expenses Depreciation and 1.49 3.24 0.81 amortisation expenses Operating and Other 45.59 35.85 32.86 expenses Total Expenditure 167.57 141.42 125.67 Operating Profit before 185.99 150.40 138.82 Interest Financial expenses 137.69 110.07 106.90 Operating profit after 48.30 40.33 31.93 Interest Prior period - - - adjustments: Profit before tax 48.30 40.33 31.93
32 Private & Confidential For Private Circulation Only
Tax expense - - - Profit after tax 48.30 40.33 31.93 Retained Profit 166.21 131.26 99.34 (Excluding current year) Balance Sheet
LIABILITIES - - - Current liabilities - - - Short term borrowings - - - Other current liabilities 910.01 746.40 637.48 Short term provisions 35.46 26.40 20.38 Total Current Liabilities 945.47 772.81 657.86 Non-current liabilities - - - Long term borrowings 677.18 421.80 432.09 Long term provisions 5.45 4.37 1.35 Total Non-current 682.64 426.17 433.44 liabilities Total Liabilities 1,628.10 1,198.98 1,091.30 Share capital 0.10 0.10 0.10 Reserves and surplus 261.94 207.20 163.02 Net Worth 262.03 207.30 163.12 Total Equity & 1,890.14 1,406.27 1,254.42 Liabilities ASSETS - - - Current assets - - - Cash and bank balances 303.02 241.95 240.05 Investments - - - Loan portfolio 1,146.25 848.65 695.90 Short-term loans and 10.72 5.65 14.37 advances Other current assets 28.95 16.24 16.73 Total Current Assets 1,488.94 1,112.49 967.06 Non-current assets - - - Fixed assets - - - (i) Tangible assets 2.06 2.05 2.00 (ii) Intangible assets 0.08 0.16 0.13 Fixed Assets - Net Block 2.14 2.21 2.14 Long term loans and 352.62 265.99 251.38 advances
33 Private & Confidential For Private Circulation Only
Other non-current assets 46.44 25.59 33.84 Total other non-current 399.06 291.57 285.23 Assets Total Assets 1,890.14 1,406.27 1,254.42 Off- Balance Sheet: - - - Managed Portfolio 1,446.99 1,092.26 867.88 (Asset) Cash Flow Statement Cash Flows from - - - Operating Activities Surplus before taxation 48.30 40.33 31.93 Adjustments for: - - - Depreciation and 1.49 3.24 0.81 amort isation Provisions and write 9.83 9.22 16.20 offs on loan portfolio Provision for gratuity - - - Loss on sale of assets 0.01 0.11 0.00 Income from mutual - - - funds Interest income from - - - deposits Reserve utilised for - - - credit plus activities Reserve for financial - - - literacy activity of clients Transfer from capital - - - reserve Unrealised loss on foreign currency - - - transaction Operating cash flows before working capital 59.63 52.89 48.94 changes and other assets (Increase) / decrease in (386.15) (157.67) (134.88) loan portfolio (Increase) / decrease in long term loans and - - - advances (Increase) / decrease in (0.29) 2.63 1.31 loans and advances (Increase) / decrease in (15.57) (3.52) (3.78) other current assets (Increase) / decrease in - - - other non-current assets Increase / (decrease) in 21.97 9.22 (0.35) current liabilities Net cash used in (320.41) (96.44) (88.76) operating activities Cash flows from - - - investing activities
34 Private & Confidential For Private Circulation Only
Purchase of fixed assets (1.44) (3.46) (0.60) Proceeds from sale of 0.01 0.04 0.01 fixed assets (Purchase)/sale of - - - investments, net Interest income from - - - deposits Income from mutual - - - funds Investment in long term deposits with maturity (18.94) (11.88) (12.02) of more than three months Net cash provided by (20.38) (15.30) (12.62) investing activities Cash flows from - - - financing activities Proceeds / (repayment) of - - - unsecured loans, net Proceeds from long term 397.32 89.65 156.93 borrowings, net Increase in un-utilised 6.44 3.86 17.47 grants Net cash provided by 403.76 93.51 174.40 financing activities Net increase in cash and 62.97 (18.24) 73.02 cash equivalents Cash and cash equivalents at the beginning of the 199.44 217.68 144.66 year Cash and cash equivalents at the end of 262.42 199.44 217.68 the year
The relevant information is furnished in Annexure IV of the Information Memorandum. 5.12 Abridged version of Latest Audited/ Limited Review Half Yearly Consolidated and Standalone Financial Information (like Profit and Loss statement, Balance Sheet) and auditors’ qualifications, if any: Since the half year for the current financial year has not expired therefore the Issuer has provided audited data for the financial year ending on March 31, 2020 as given in para 5.11 above. 5.13 Any material event/ development or change having implications on the financials/credit quality (e.g. any material regulatory proceedings against the Issuer/promoters, tax litigations resulting in material liabilities, corporate restructuring event etc) at the time of Issue which may affect the issue or the Investor’s decision to invest / continue to invest in the debt securities. -
NIL
35 Private & Confidential For Private Circulation Only
5.14 Names of the Debentures Trustees and Consents thereof and copy of the consent letter shall be disclosed -
The Debenture Trustee of the proposed Debentures is IDBI Trusteeship Services Limited. IDBI Trusteeship Services Limited has given its written consent for its appointment as debenture trustee to the Issue and inclusion of its name in the form and context in which it appears in this Information Memorandum and in all the subsequent periodical communications sent to the Debenture Holders. The consent letter from Debenture Trustee is provided in Annexure II of this Information Memorandum.
5.15 Rating Rationale(s) adopted (not older than one year on the date of opening of the Issue)/ credit rating letter issued (not older than one month on the date of opening of the Issue).
The Rating Agency has assigned ratings of “ACUITE A” with “stable” outlook to the Debentures. Instruments with this rating are considered to have adequate degree of safety regarding timely servicing of financial obligations. Such instruments carry low credit risk.
5.16 If the security is backed by a guarantee or letter of comfort or any other document / letter with similar intent, a copy of the same shall be disclosed. In case such document does not contain detailed payment structure (procedure of invocation of guarantee and receipt of payment by the investor along with timelines), the same shall be disclosed in the offer document.
Not applicable as there is no guarantee or letter of comfort being provided with the security.
5.17 Names of all the recognized stock exchanges where the debt securities are proposed to be listed indicating the designated stock exchange:
The Debentures are proposed to be listed on the WDM segment of the BSE Limited. The Issuer shall comply with the requirements of the listing agreement for debt securities to the extent applicable to it on a continuous basis. The in-principle approval of the BSE has been obtained in this regard.
5.18 Other details:
A. Debenture Redemption Reserve Creation:
The Issuer hereby agrees that it would create and maintain a Debenture Redemption Reserve (if applicable) in accordance with Rule 18(7) of the Companies (Share Capital and Debenture) Rules, 2014, as amended from time to time and other Applicable Law, and if during the currency of these presents, any guidelines are formulated (or modified or revised) by any governmental authority under Applicable Law in respect of creation of the Debenture Redemption Reserve, the Issuer shall (if applicable abide by such guidelines and execute all such supplemental letters, agreements and deeds of modifications as may be required by the Debenture Trustee and shall also cause the same to be registered, where necessary.
B. Issue / instrument specific regulations:
The Issue of Debentures shall be in conformity with the applicable provisions of the Companies Act including the notified rules thereunder, the SEBI Debt Listing Regulations,
36 Private & Confidential For Private Circulation Only
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ Listing Regulations ”) and the applicable RBI guidelines.
C. Application process:
The application process for the Issue is as provided in SECTION 9: of this Information Memorandum.
5.19 Issue Details
A. Common Terms and Conditions of the Debentures
Security Name Please refer to Section 5.19B of this Information Memorandum, titled “Specific Terms And Conditions In Connection With Each Series Of Debentures ” Issuer CASHPOR Micro Credit Type of Non-Convertible Debentures Instrument Nature of Secured Rated Listed Redeemable Transferable Non-Convertible Instrument Debentures Seniority Senior Mode of Issue Private placement Eligible/Identified As provided in Clause 1010.14 below Investors Listing (including The Debentures are proposed to be listed on the WDM segment of the BSE name of stock within a maximum period of 15 (Fifteen) calendar days from the Deemed Exchange(s) where Date of Allotment. it will be listed and timeline for listing) In case of delay in listing of the debt securities under any Series beyond 15 (Fifteen) calendar days from the Deemed Date of Allotment, the Issuer will pay penal interest of 2% (Two Percent) over the Coupon Rate under such Series from the expiry of 30 (Thirty) days from the Deemed Date of Allotment till the listing of such Debentures Rating of “ACUITE A” with “stable” outlook by ACUITE Ratings & Research Ltd Instrument Issue Size (i) Private Placement of Series 1 Debentures amounting Rs. 100,00,00,000/- (Rupees One Hundred Crores only) (ii) Private Placement of Series 2 Debentures amounting Rs. 25,00,00,000/- (Rupees Twenty Five Crores only) with a green shoe option of upto Rs. 75,00,00,000/- (Rupees Seventy Five Crores only) aggregating to Rs. 100,00,00,000/- (Rupees One Hundred Crores only) Option to retain Please refer to Section 5.19B of this Information Memorandum, titled oversubscription “Specific Terms And Conditions In Connection With Each Series Of Debentures ” Objects of the To raise senior secured debt to the extent upto Rs. 200,00,00,000/- (Rupees Issue Two Hundred Crores only) in the manner specified herein .
Details of the Issue proceeds will be utilized for following purposes: utilization of the
37 Private & Confidential For Private Circulation Only
Proceeds • General corporate purpose for the ordinary course of business. • Repayment / refinancing of existing debt of the Issuer • Onward lending to below poverty line borrowers Provided however, no part of the Issue proceeds would be utilized directly/indirectly towards investment in equity capital markets or land acquisition or speculative purpose or any other purpose prohibited by applicable law . Coupon Please refer to Section 5.19B of this Information Memorandum, titled Rate/Coupon “Specific Terms And Conditions In Connection With Each Series Of Debentures ” Step Up Coupon NA Rate / Step Down Coupon Rate Coupon Payment Please refer to Section 5.19B of this Information Memorandum, titled Frequency “Specific Terms And Conditions In Connection With Each Series Of Debentures ” Coupon Payment Please refer to Section 5.19B of this Information Memorandum, titled Dates “Specific Terms And Conditions In Connection With Each Series Of Debentures ”
Coupon Type Please refer to Section 5.19B of this Information Memorandum, titled “Specific Terms And Conditions In Connection With Each Series Of Debentures ” Coupon Reset Date NA Coupon Reset NA Process (including rates, spread, effective date, interest rate cap and floor etc). Day Count Basis Actual/ Actual Interest on Interest on the Application Money will accrue at the Coupon Rate Application Money Default Interest In case of default in monies due and payable in connection with the Rate Debentures under any Series on the respective Due Dates, the defaulted amount thereof shall carry Default Interest, at 2% (Two Percent) per annum over and above the relevant Coupon rate, from the date of the occurrence of the default until the default is cured or the Debentures under such Series are redeemed pursuant to such default, as applicable.
Further, in the event that the security for the Debentures are not created and perfected within a maximum period of 90 (Ninety) calendar days from the Deemed Date of Allotment, the Issuer will be required to make payment of default interest at the rate of 2% (Two Percent) per annum, which shall be paid over and above the relevant Coupon rate for the period until the creation of security for the Debentures.
In case of delay in listing of the Debentures under any Series beyond 15 (Fifteen ) days from the Deemed Date of Allotment, the Issuer will make
38 Private & Confidential For Private Circulation Only
payment to the Debenture Holders under such Series of penal interest calculated on the face value of the Debentures at the rate of 2% (Two Percent) per annum which shall be payable over and above the relevant Coupon rate from the expiry of 30 (Thirty) days from the Deemed Date of Allotment until the listing of such Debentures.
Tenor Please refer to Section 5.19B of this Information Memorandum, titled “Specific Terms And Conditions In Connection With Each Series Of Debentures ” Redemption Date/ Please refer to Section 5.19B of this Information Memorandum, titled Maturity Date “Specific Terms And Conditions In Connection With Each Series Of Debentures ”
Principal Payment Please refer to Section 5.19B of this Information Memorandum, titled Date(s) “Specific Terms And Conditions In Connection With Each Series Of Debentures ”
Redemption Rs. 10,00,000/- (Rupees Ten Lakh only) per Debenture. Amount Further, the aforesaid amount would be payable with the Coupon, the Default Interest (if any), and other such costs, charges and expenses if any, payable on the Due Date(s) under the Transaction Documents. Redemption NA Premium/ Discount Issue Price Rs. 10,00,000/- (Rupees Ten Lakhs only) per Debenture Discount at which NA security is issued and the effective yield as a result of such discount Put Option Date NA Put Option Price NA Call Option Date NA Call Option Price NA Put Notification NA Time Call Notification NA Time Face Value Rs 10,00,000/- (Rupees Ten Lakhs only) per Debenture Minimum 10 (Ten) Debentures Application size and in multiples of 1 thereafter Issue Timing Issue Opening Date: September 28, 2020 Issue Closing Date: September 28, -2020 Pay-in Dates: September 29, 2020 Deemed Date of Allotment: September 29, 2020 Issuance mode of Demat only
39 Private & Confidential For Private Circulation Only the Instrument Trading mode of Demat only the Instrument Settlement mode of RTGS the Instrument Depositories NSDL or CDSL Business Days Any day of the week (excluding Saturdays, Sundays and any other day which is a ‘public holiday’ for the purpose of Section 25 of the Negotiable Instruments Act, 1881 (26 of 1881)) on which banks are normally open for business in Mumbai “Business Days ” shall be construed accordingly Business Day Subject to the SEBI circular bearing reference number CIR/IMD/DF- Convention 1/122/2016 dated November 11, 2016 issued by SEBI, as modified, amended or supplemented from time to time:
If any Coupon Payment Date or the Principal Payment Date or the due date for the performance of any event falls on a day that is not a Business Day, the payment shall be made on the immediately succeeding Business Day.
If the Maturity Date (also being the last Coupon Payment Date and the last Principal Payment Date) of the Debentures falls on a day that is not a Business Day, the redemption proceeds shall be paid on the immediately preceding Business Day. Record Date The date which will be used for determining the Debenture Holders who shall be entitled to receive the amounts due on any Due Date, which shall be the date falling 15 (Fifteen) days prior to any Due Date.
Security Please refer to Section 5.19B of this Information Memorandum, titled (Including “Specific Terms And Conditions In Connection With Each Series Of description, type of Debentures” security, type of charge, likely date of creation of security, minimum security cover, revaluation, replacement of security, interest to the debenture holder over and above the coupon rate as specified in the Trust Deed and disclosed in the Offer Document)
40 Private & Confidential For Private Circulation Only
Transaction The documents executed in relation to the issue of the Debentures and the Documents creation of the Security and shall include the Information Memorandum, the Trustee Agreement, the Deed of Hypothecation, the Debenture Trust Deed and any other document that may be designated by the Debenture Trustee as a Transaction Document. Representation The Issuer hereby represents and warrants and such representations and and Warranties warranties as customary for transaction of a similar nature and size shall be included in the relevant Transaction Documents including but not limited to: (a) It has been duly incorporated, organized and are validly existing, u nder Applicable Law. (b) It has the corporate power, authority and all permits, approvals, authorizations, licenses, registrations, and consents including registrations, to own and operate their respective assets and to carry on their respective business in s ubstantially the same manner as it is currently conducted. (c) It has not taken any action nor has any order been passed for their insolvency resolution, bankruptcy, winding-up, dissolution or re- organisation or for the enforcement of any security over their respective assets or for the appointment of a liquidator, supervisor, receiver, administrator, administrative receiver, compulsory manager, trustee, resolution professional or other similar officer for them or in respect of their respective assets. (d) It is i n compliance with all Applicable Law for the performance of its obligations with respect to this Issue and as shall be set out in the Transaction Documents including the applicable regulations of RBI and SEBI in relation to the Issue. (e) It has the legal rig ht, power and authority to issue the Debentures and enter into, deliver and perform the Transaction Documents and all other documents and instruments required to be executed pursuant thereto or in connection therewith, and such documents, when executed, wi ll constitute valid and binding obligations and be enforceable against the Issuer in accordance with their respective terms. (f) It represents that all consents, and actions of, filings with and notices to any governmental authority as may be required to be o btained by the Issuer in connection with the execution, delivery and performance by the Issuer of the Transaction Documents, and creation of the security interest, have been or will be obtained. Conditions Following documents will be required to be submitted to the Debenture Precedent to Trustee as condition precedent to the issue of the Debentures: Disbursement 1. The Issuer to deliver to the Debenture Holders, a certified true copy of the Issuer’s constitutional documents and Certificate of Incorporation, as amended up-to-date; 2. The Issuer to deliver to the Debenture Holders, a certified true copy of the resolution of the Board of Directors of the Issuer authorizing the issue of Debentures as also execution of the necessary documents in that behalf; 3. The Issuer to deliver to the Debenture Holders, a certified true copy of the resolution of the shareholders of the Issuer under Section 42 of the Act; 4. Consent letter from the Debenture Trustee conveying its consent to act as the trustee for the benefit of the Debenture Holders; 5. Receipt of credit rating from the Rating Agency, assigning a minimum
41 Private & Confidential For Private Circulation Only
rating of ‘ACUITE A’ to the Debentures; 6. Letter from BSE conveying its in-principle approval for listing of the Debentures; 7. Issuance of the Information Memorandum and execution of the Debenture Trustee Agreement; 8. Any other condition precedent as may be set out in the Debenture Trust Deed. Conditions 1. Completion of listing of Debentures on BSE within 15 (Fifteen) Subsequent to calendar days from the Deemed Date of Allotment; Disbursement 2. Execution of the Deed of Hypothecation and Debenture Trust Deed within 60 (Sixty) calendar days from the Deemed Date of Allotment; 3. Filing of the relevant forms with the Registrar of Companies (“ ROC ”) for the perfection of charge over the Secured Property within and no later 30 (thirty) calendar days from the date of execution of the Deed of Hypothecation; 4. Filing the return of allotment of securities under Form PAS-3 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 with the ROC within 15 (Fifteen) days from the Deemed Date of Allotment; 5. Any other condition subsequent as may be set out in the Debenture Trust Deed. Events of Default Event of default shall include events customary to transaction of this nature including but not limited to the following: 1. Failure on the part of the Issuer to forthwith satisfy all or any part of Debenture or otherwise under the Transaction Documents when it becomes due; 2. Breach of any representations and/or warranties or covenants or contained in any Transaction Document; 3. If the Transaction Documents or any part thereof ceases, for any reason whatsoever, to be valid and binding or in full force and effect; 4. The security interests created as per the terms of Deed of Hypothecation being jeopardized or endangered in any manner whatsoever, including on account of the security interest becoming unlawful, invalid or unenforceable, or any other obligations purported to be secured thereby or any part thereof shall being disaffirmed by or on behalf of the Issuer or any other party thereto. 5. Any creditor of the Issuer becomes entitled to declare any Financial Indebtedness of the Issuer before its specified maturity as a result of an event of default (however described); 6. Any action, voluntary or involuntary, taken under IBC or other similar law against the Issuer, including filing of any application or petition for corporate insolvency resolution against or by the Issuer; 7. If the Issuer commences a voluntary proceeding under any applicable bankruptcy, insolvency, winding up or other similar law now or hereafter in effect, or admits inability to pay its respective debts as they fall due, or consents to the entry of an order for relief in an involuntary proceeding under any such law, or consents to the appointment of or the taking of possession by a receiver, liquidator, assignee (or similar official) for any or a substantial part of its respective property; 8. Any event or any series of events occur, which, in the opinion of the Debenture Trustee, causes a Material Adverse Effect. Provisions related (i) any Financial Indebtedness of the Issuer is not paid when due and the to Cross Default applicable cure period has lapsed without the Issuer remedying the same; or Clause
42 Private & Confidential For Private Circulation Only
(ii) any Financial Indebtedness of the Issuer is d eclared or otherwise becomes due and payable before its specified maturity as a result of an event of default.
Consequences of On and at any time after the occurrence of an Event of Default the Debenture Event of Default Trustee shall if so, directed by any Debenture Holder(s): 1. accelerate the redemption of the Debentures and declare by way of a written notice that the Debenture obligations have become due and payable, whereupon they shall become due and payable within 7 (Seven) Business Days of receipt of a written notice in this regard by the Company from the Debenture Trustee; 2. exercise any other right that the Debenture Trustee and / or Debenture Holder(s) may have under the Transaction Documents or under Indian law. Role and To oversee and monitor the overall transaction for and on behalf of the Responsibilities of Debenture Holders. Debenture Trustee Covenants The covenants customary to transaction of this nature including but not limited to the following: 1. The Issuer shall perform all of its respective obligations under the terms of the applicable Transaction Documents and maintain in full force and effect each of the Transaction Documents to which it is a party 2. The Issuer shall utilise the monies received upon subscription to the Debentures solely towards the purpose as specified herein above. 3. The Issuer shall at all times act and proceed in relation to its affairs. 4. The Company shall comply with all laws, rules, regulations and guidelines (including the Act) as applicable in respect to the Issue, and obtain such regulatory approvals as may be required from time to time, including but not limited, in relation to the following (i) the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, as may be in force from time to time during the currency of the Debentures; (ii) the provisions of the listing agreement entered into by the Company with the stock exchange in relation to the Debentures including the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (iii) Partial Credit Guarantee Scheme and (iv) the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the other notified rules under the Act; 5. The Issuer shall not without the prior written approval of the Debenture Trustee wind up, liquidate or dissolve its affairs unless such liquidation takes place in connection with a merger, consolidation or any other form of combination of the Company with another company and the resulting entity or company assumes all obligations with respect to the Debentures; 6. The Issuer shall not enter into any compromise or arrangement or settlement generally with the secured creditors of the Issuer without the prior written consent of the Debenture Trustee. 7. The Issuer shall provide / cause to be provided information in respect of the following within a maximum of 7 (Seven) calendar days from the occurrence of such event (unless otherwise specifically provided): (i) Notify the Debenture Trustee in writing of any notice of any application for liquidation or winding up having been made or receipt of any statutory notice of winding up under the provisions of the Act. (ii) Notify the Debenture Trustee in writing if it becomes aware of any
43 Private & Confidential For Private Circulation Only
fact, matter or circumstance which would cause any of the representations and warranties under any of the Transaction Documents to become untrue or inaccurate or misleading in any material respect. (iii) Notify the Debenture Trustee in writing of any event which constitutes an Event of Default, specifying the nature of such event and any steps the Issuer is taking and proposes to take to remedy the same. 8. Submission of a certificate from an independent chartered account regarding the utilisation of the proceeds raised from the issuance of the Debentures, within a maximum period of 30 (Thirty) days from each Deemed Date of Allotment Illustration of Kindly refer to Annexure V of this Information Memorandum Bond Cashflows Governing Law The Debentures and documentation will be governed by and construed in accordance with the laws of India and the parties submit to the exclusive jurisdiction of the courts in Mumbai. Provided that the Debenture Trustee, may, however, in its absolute discretion, commence any proceedings arising out of the Debentures and Transaction Documents in any other court or tribunal in India, and the Issuer irrevocably submits to and accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of such court or tribunal, and the Issuer irrevocably waives any objection it may have now or in the future to the laying of the venue of any proceedings and any claim that any such proceedings have been brought in an inconvenient forum.
B. Specific Terms and Conditions in connection with each Series of NCDs
Security Name 10% CASHPOR Micro Credit 10% CASHPOR Micro Credit Tranche 1 NCDs-Series 1 2022 Tranche 2 NCDs-Series 2, 2022 Size of the Series Rs. 100,00,00,000 (Rupees One Rs. 25,00,00,000 (Rupees Twenty Hundred Crores only) Five Crores only) with green shoe option to retain oversubscription of an amount of up to Rs. 75,00,00,000 (Rupees Seventy Five Crores only) aggregating to Rs.100,00,00,000/-( Rupees One Hundred Crores Only) Option to retain NA Green shoe option to retain oversubscription oversubscription of an amount of up to Rs. 75,00,00,000 (Rupees Seventy Five Crores only) aggregating to Rs.100,00,00,000/-( Rupees One Hundred Crores Only) Minimum Application 10 (Ten) Series 1 Debenture and in 10 (Ten) Series 2 Debenture and in multiples of 1 (One) Series 1 multiples of 1 (One) Series 2 Debenture Debenture
44 Private & Confidential For Private Circulation Only
Security (Including The Issue shall be secured by an exclusive first ranking charge by way of description, type of hypothecation over specific loan receivables / book debts, present and security, type of charge, future, representing amounts due from the various borrowers of the likely date of creation of Company at all times to the extent equal to an amount aggregating to the total outstanding in relation to the Issue (“ Secured Property ”) created by security, minimum the Issuer in favour of the Debenture Trustee (for the benefit of the security cover, Debenture Holders) such that the value of security shall be equal to 1.10 revaluation, replacement times the aggregate amount of principal outstanding of the Debentures of security, interest to the (“ Asset Cover ”). The Issuer undertake: debenture holder over and above the coupon (a) to maintain the value of the Asset Cover at all times till the rate as specified in the obligations under the Issue are discharged; Trust Deed and disclosed (b) to create the security over the Secured Property by executing a duly in the Offer Document) stamped deed of hypothecation (“ Deed of Hypothecation ”) within a period of 60 (Sixty) Business Days from the Deemed Date of Allotment. (c) to perfect the security created over the Secured Property by filing the relevant form with the Registrar of Companies immediately and no later than 30 (Thirty) calendar days from the date of execution of the Deed of Hypothecation. (d) in the event of any fall in the Asset Cover, additional Secured Property shall be taken in the manner as provided for in the Deed of Hypothecation. To provide a list, on a monthly basis, of specific loan receivables / identified book debt to the Debenture Trustee and over Debenture Holders over which charge is created and subsisting by way of hypothecation in favour of the Debenture Trustee (for the benefit of the Debenture Holders under each Series) and sufficient to maintain the Asset Cover. Coupon Rate 10% (Ten Percent) per annum payable on a semi-annual basis on each of the Coupon Payment Dates. Step Up/ Step Down N.A. Coupon Rate Coupon Payment Semi-annually, on the Coupon Payment Dates Frequency Coupon payment dates As set out in Annexure V of this Information Memorandum Coupon Type Fixed Coupon Reset Date N.A. Coupon Reset Process N.A. (including rates, spread, effective date, interest rate cap and floor etc.) Tenor 18 months from the Deemed Date of Allotment Redemption Date/ The Debentures under Series 1 The Debentures under Series 2 Principal Payment Date shall be redeemed by way of a shall be redeemed on quarterly bullet repayment on March 29, basis in 3 (three) equal 2022 subject to early redemption/ installments. The Principal acceleration pursuant to Event of Repayment Dates for Series 2 Default. Debentures are identified in Annexure V of this Information Memorandum
45 Private & Confidential For Private Circulation Only
Redemption Amount Rs. 10,00,000/- (Rupees Ten Lakh only) per Debenture under each Series along with Coupon payable on the Redemption Date. Issue Price Rs. 10,00,000/- (Rupees Ten Lakh only) per Debenture under each Series. Discount at which N.A. security is issued and the effective yield as a result of such discount Put Date N.A. Put Event N.A. Put Option N.A. Put Price N.A. Call Date N.A. Call Event N.A. Call Option N.A. Call Price N.A. Put Notification Time N.A. Call Notification Time N.A. Face Value Rs. 10,00,000/- (Rupees Ten Lakh only) per Debenture under each Series
Note: 1. The list of documents which has been executed or will be executed in connection with the issue and subscription of debt securities shall be annexed. 2. The penal interest rates mentioned above as payable by the Issuer are independent of each other.
46 Private & Confidential For Private Circulation Only
SECTION 6: DISCLOSURES PERTAINING TO WILFUL DEFAULT
In case of listing of debt securities made on private placement, the following disclosures are required to be made vide SEBI (Issue and Listing of Debt Securities) (Amendment) Regulations, 2016 w.e.f. 25-05-16 :
A. Name of the Bank declaring the entity as a Wilful Defaulter : NA
B. The year in which the entity is declared as a Wilful Defaulter : NA
C. Outstanding amount when the entity is declared as a Wilful Defaulter : NA
D. Name of the entity declared as a Wilful Defaulter : NA
E. Steps taken, if any, for the removal from the list of wilful defaulters : NA
F. Other disclosures, as deemed fit by the Issuer in order to enable investors to take informed decisions : NA
G. Any other disclosure as specified by the Board : NA
47 Private & Confidential For Private Circulation Only
SECTION 7: DISCLOSURES UNDER THE COMPANIES ACT
FORM NO. PAS – 4
PRIVATE PLACEMENT OFFER LETTER (Pursuant to Section 42 and Rule 14(3) of Companies (Prospectus and Allotment of Securities) Rules, 2014)
7.1 General Information:
A. Name, address, website and other contact details of the Company, indicating both registered office and the Corporate office:
Issuer / Company : CASHPOR Micro Credit Registered Office : S-8/107, 107-A-1, 2nd Floor, Varanasi Trade Center, Khajuri, Maqbool Alam Road, Varanasi- 221002 Corporate Office S-8/107, 107-A-1, 2nd Floor, Varanasi Trade Center, Khajuri, Maqbool Alam Road, Varanasi- 221002 Telephone No. : +91 542 2505590/92 Contact Person : CS Jyoti Khatri Email : [email protected] Website : www.cashpor.in
B. Date of Incorporation of the Company:
December 10, 2002
C. Business carried on by the Company and its subsidiaries with the details of branches or units, if any:
CASHPOR Micro Credit is a Not for Profit Company, which is registered under Section-25 of the Indian Companies Act 1956. It is a poverty focused institution that provides microfinance exclusively to Below Poverty Line women. The details of branches or unit is annexed to this Information Memorandum and marked as Annexure IX . D. Brief particulars of the management of the Company:
The Company is run by board of directors and the details of the directors are set out in Clause 7.1 (E) below.
48 Private & Confidential For Private Circulation Only
E. Name, address, DIN and occupations of the directors:
Sr. No. Name DIN Designati Address Occupation on
1. Mr. David 01238730 Nominee Kampung Kolam Air Social Sprague Director Pantai Seremban Negeri Service Gibbons Sembilan Malaysia 71770
2. Mr. Mukul 02696656 Managing Chuppepur, Shivpur, Chartered Jaiswal Director Central Jail Road, Accountant Bhojubeer Varanasi Uttar Pradesh India 221003
3. Mr. Abhijit 00002593 Director A 92, Grand Paradi, 572 Directorship Sen Dadyseth Hill August Kranti Marg Near Kemps Corner Mumbai Maharashtra India 400036
4. Mr. Bahram 00283980 Nominee Flat no 2 grd floor Wadia Lawyer Navroz Vakil Director House 22 Hughes Road 5 Khareghat Colony,
5. Ms. Moumita 00481775 Nominee 1/157, Ishana Vihar,Isha Chartered Sen Sarma Director Yoga Center, Velliangiri Accountant Foothills,Ikkaraiboluva mpatty, Coimbatore Tamil Nadu India 641114
6. Mr. Suhail 06941577 Nominee 1045 Hubert Road Private Chander Director 94610-2520 Oakland sector CA, USA service
7. Mr. Saneesh 02254868 Nominee Flat No. 224, Dlf Park Private Singh Director Place, Dlf City Phase -5, sector Gurgaon Sector 56 service Gurgaon, Haryana India 122011
8. Mr. Rajiv 06831395 Nominee C/o Dr. R K Sachan, 2, Service Kumar Director, Dwarikapuri colony, Old SIDBI Picnic Spot Road, Sector-8, Indira nagar Lucknow Uttar Pradesh India - 226016
49 Private & Confidential For Private Circulation Only
9. Mr. 03570051 Additiona 52 Vikas Bldg, 31 Retired Sudarshan l Director Pedder Road Mumbai, Government Sen Maharashtra- 400026 Official
F. Management perception of Risk Factors:
Please refer to Section 3 of this Information Memorandum.
G. Details of defaults, if any, including the amounts involved, duration of default, and present status, in repayment of:
Sr. No. Particulars Default Amount 1. Statutory Dues NIL 2. Debenture and interest thereon NIL 3. Deposits and interest thereon NIL 4. Loans from banks and financial institutions and interest NIL thereon
H. Name, designation, address and phone number, email ID of the nodal / compliance officer of the Company, if any, for the Issue:
Name of Designation Address Phone No. Email ID Nodal/Compliance officer CS Jyoti Khatri Assistant S-8/107, 107-A-1, +91 6392794033 bs@CASHPO (Membership Company 2nd Floor, Varanasi R.in No.58645) Secretary Trade Center, Khajuri, Maqbool Alam Road, Varanasi- 221002
I. Any default in annual filing of the Company under the Companies Act, 2013, or the rules made thereunder- The company has not defaulted in annual filing under the Companies Act, 2013, or the rules made thereunder
7.2 Particulars of the Offer :
Financial position of the Company for Please refer to Annexure IV of this Information the last 3 financial years Memorandum. Date of passing of Board Resolution Resolution passed by the Board of Directors of the Issuer on September 08, 2020
Copies of the said board resolutions are collectively annexed hereto and marked as Annexure VI Date of passing of resolution in The shareholders resolution under Section 42 of the Act is
50 Private & Confidential For Private Circulation Only general meeting, authorizing the offer dated September 11, 2020. of securities A copy of the said shareholders’ resolutions (under both Section 42 and Section 180 of the Act) is collectively annexed hereto and marked as Annexure VII Kinds of securities offered (i.e. Rated, Redeemable, Listed, Secured, Transferable, Non- whether share or debentures) and Convertible Debentures class of security; the total number of shares or other securities to be issued Price at which the security is being The Debentures are being issued at face value of Rs. offered, including premium, if any, 10,00,000/- (Rupees Ten Lakhs only) each at par. along with justification of the price The pricing of the Debentures has been arrived at on the basis of prevailing market terms and conditions Name and address of the valuer who No valuation has been done with respect to the Debentures performed valuation of the security as the Debentures represent debt obligations of the offered, and basis on which the price Company, which will be repaid in full along with has been arrived at along with report applicable coupon in relation thereto. of the registered valuer Relevant date with reference to which N.A. the price has been arrived at The class or classes of persons to Please refer to ‘ Persons who may apply ’ under Section 9 whom the allotment is proposed to be of this Information Memorandum made Intention of promoters, directors or N.A. key managerial personnel to subscribe to the offer (applicable in case they intend to subscribe to the offer) [not required in case of issue of non- convertible debentures] The proposed time within which the Please refer to Cover Page allotment shall be completed The names of the proposed allottees N.A. and the percentage of post private placement capital that may be held by them The change in control, if any, in the N.A. company that would occur consequent to the private placement The number of persons to whom NIL allotment on preferential basis/ private placement / rights issue has already been made during the year, in terms of number of securities as well as price The justification for the allotment N.A. proposed to be made for consideration other than cash together with valuation report of the registered valuer.
51 Private & Confidential For Private Circulation Only
Amount, which the Company intends (i) Private Placement of Series 1 Debentures amounting up to raise by way of proposed offer of to Rs. 100,00,00,000/- (Rupees One Hundred Crores only) securities and (ii) Private Placement of Series 2 Debentures amounting up to Rs. 25,00,00,000/- (Rupees Twenty Five Crores only) with a green shoe option of up to Rs. 75,00,00,000/- (Rupees Seventy Five Crores only) Terms of raising securities Duration, if applicable: 18 months Coupon 10% p.a on the date identified in Annexure V Mode of Payment RTGS, electronic fund transfer or other permitted mode Mode of Repayment RTGS, electronic fund transfer or other permitted mode
Proposed time schedule for which the Please refer to Cover Page offer letter is valid Purpose and objects of the Issue Issue proceeds will be utilized for following purposes: • General corporate purpose for the ordinary course of business. • Repayment / refinancing of existing debt of the Issuer • Onward lending to below poverty line borrowers
Provided however, no part of the Issue proceeds would be utilized directly/indirectly towards investment in equity capital markets or land acquisition or speculative purpose or any other purpose prohibited by applicable law.
Contribution being made by the None promoters or directors either as part of the offer or separately in furtherance of such objects Principal terms of assets charged as Refer to Clause 5.19 security, if applicable The details of significant and material NIL orders passed by the Regulators, Courts and Tribunals impacting the going concern status of the company and its future operations
52 Private & Confidential For Private Circulation Only
The pre-issue and post-issue shareholding pattern of the Company in the following format:
Pre-issue Post-issue Sl. No. Category No. of Percentage of No. of Percentage of shares held shareholding shares held shareholding Promoters’ A holding 1 Indian Individual 7 0.01 7 0.01 Bodies Corporate 53,89,993 99.99 53,89,993 99.99 Sub-total 53,90,000 100.00 53,90,000 100.00 Foreign 0 0 0 0 2 promoters Sub-total (A) 0 0 0 0 Non-promoters’ B holding Institutional 0 0 0 0 1 Investors Non-Institutional 0 0 0 0 2 Investors Private Corporate 0 0 0 0
Bodies Directors and 0 0 0 0
relatives Indian public 0 0 0 0 Others (including 0 0 0 0 Non-resident Indians) Sub-total (B) 0 0 0 0 Grand Total 53,90,000 100.00 53,90,000 100.00
7.3 Mode of payment for subscription: RTGS
7.4 Disclosure with regard to interest of directors, litigation, etc:
Any financial or other NA 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 Details of any litigation NA or legal action pending or taken by any
53 Private & Confidential For Private Circulation Only
Ministry or Department of the Government or a statutory authority against any promoter of the offeree Company during the last three years immediately preceding the year of the issue of the private placement offer cum application letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed Remuneration of directors (during the Name of Current FY 2019-20 FY 2018-19 FY current year and last the 2017-18 three financial years) Year (Rs. In (Rs. In (Rs. In Director Crores) Crores.) Crores.) (Rs. In Crores.) David 0.37 Sprague 1.11 0.85 Gibbons, 0.60 Chairman Mukul 0.31 Jaiswal, 1.40 1.21 Managing 1.07 Director Prem No Singh remuneration Hooda, as he retired No No Executive on April 30, remuneration remuneration
Director- 2018 as he retired as he retired 0.24 Health on April 30, on April 30, and 2018 2018 Education Services Mr. 0.06 0.24 0.20 0.13 Abhijit Sen
Mr. 0.04 0.19 0.13 .04 Bahram Navroz Vakil
Ms. 0.01 0.03 0.01 0.01 Moumita
54 Private & Confidential For Private Circulation Only
Sen Sarma
Mr. Nil Nil Nil Nil Suhail Chander
Mr. 0.02 0.09 0.07 0.04 Saneesh Singh
Mr. Rajiv 0.02 0.05 NA NA Kumar
Mr. 0.06 NA NA NA Sudarshan Sen
Related party Please refer to Annexure VIII for the related party transactions for the transactions entered financial years 2017, 2018 and 2019. during the last three financial years 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 Summary of NA 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
55 Private & Confidential For Private Circulation Only
qualifications or adverse remark Details of any inquiry, NA inspections or investigations initiated or conducted under the 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 the Company and all of its subsidiaries, and if there were any were any prosecutions filed (whether pending or not), fines imposed, compounding of offences in the last three years 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 Details of acts of NA material frauds committed against the Company in the last three years, if any, and if so, the action taken by the Company.
7.5 Financial Position of the Company:
The capital structure of the Company:
The authorised, issued, For details in this regard, please refer to Section 5.5 (A) of this subscribed and paid up Information Memorandum. capital (number of securities, description and aggregate nominal value) Size of the Present Issue (i) Private Placement of Series 1 Debentures amounting up to Rs. 100,00,00,000/- (Rupees One Hundred Crores only) and (ii) Private Placement of Series 2 Debentures amounting up to Rs. 25,00,00,000/- (Rupees Twenty Five Crores only) with a green shoe option of up to Rs.
56 Private & Confidential For Private Circulation Only
75,00,00,000/- (Rupees Seventy Five Crores only) Paid-up Capital: Rs. 5,39,00,000/- a. After the offer:
b. After the conversion of convertible instruments (if NA applicable): Share Premium NIL Account: a. Before the offer: NIL b. After the offer: Details of the existing share capital of the Issuer:
Date of No. of Face Issu Cons Natur Cumulative Remark Allotme Equity Value e idera e of No. of Equity Equity s nt Shares (in Pric tion Allot Rs) e (in (Cas ment equity share Share per Rs) h, shares capital Premiu share per other (Rs) m (Rs) shar than per e cash, share etc.) 30.09.2 17,20,2 10 10 cash Private 17,20,27 1,72,0 NIL None 004 70 Place 0 2,700 ment 30.09.20 12,69,7 10 10 cash Private 29,90,00 2,99,0 NIL None 04 30 Place 0 0,000 ment 21.01.2 23,90,0 10 10 cash Private 53,80,00 5,38,0 NIL None 006 00 Place 0 0,000 ment
17.05.2 9,993 10 10 cash Private 53,89,99 5,38,9 NIL None 006 Place 3 9,930 ment 02.08.2 1 10 10 cash Private 53,89,99 5,38,9 NIL None 006 Place 4 9,940 ment 02.08.2 1 10 10 cash Private 53,89,99 5,38,9 NIL None 006 Place 5 9,950 ment 02.08.2 1 10 10 cash Private 53,89,99 5,38,9 NIL None 006 Place 6 9,960 ment 02.08.2 1 10 10 cash Private 53,89,99 5,38,9 NIL None 006 Place 7 9,970 ment
57 Private & Confidential For Private Circulation Only
02.08.2 1 10 10 cash Private 53,89,99 5,38,9 NIL None 006 Place 8 9,980 ment 02.08.2 1 10 10 cash Private 53,89,99 5,38,9 NIL None 006 Place 9 9,990 ment 02.08.2 1 10 10 cash Private 53,90,0 5,39,0 NIL None 006 Place 00 0,000 ment
Number and price at NIL which each of the allotments were made in the last one year preceding the date of the private placement offer cum application letter separately indicating the allotments made for consideration other than cash and the details of the consideration in each case Profits of the Company, before and after making (Rs. in Crores) provision for tax, for the three financial years Particulars FY 2018 FY 2019 FY 2020 immediately preceding Profit before 40.69 31.94 the date of issue of the Tax 48.28 private placement offer Profit after 40.69 cum application letter 31.94 Tax 48.28
Dividends declared by (Rs. in Crores) the Company in respect Particulars Rs. Rs. Rs. of the said three financial years; interest FY 2018 FY 2019 FY 2020 coverage ratio for last three years (cash profit Dividend NA NA NA after tax plus interest declared paid/interest paid) Interest NA NA NA coverage ratio (on a standalone basis) The Issuer being a company incorporated under Section 25 of the Companies Act, 1956 and continuing under Section 8 of the Companies Act, 2013 are prohibited from allowing of dividend and therefore this section is not applicable. A summary of the Please refer to Annexure IV of this Information Memorandum financial position of the
58 Private & Confidential For Private Circulation Only
Company as in the three audited balance sheets immediately preceding the date of issue of private placement offer cum application letter Audited Cash Flow Please refer to Annexure IV of this Information Memorandum Statement for the three years immediately preceding the date of issue of private placement offer cum application letter Any change in NIL accounting policies during the last three years and their effect on the profits and the reserves of the Company
59 Private & Confidential For Private Circulation Only
SECTION 8: APPLICANT’S DETAILS
1. Name:
2. Father’s Name:
3. Complete address including flat/ house number/ street, locality, pin code:
4. Phone number, if any:
5. Email id, if any:
6. PAN:
7. Bank account details:
Signature of the Applicant
______
Initial of the officer of the Company designated to keep the record
______
60 Private & Confidential For Private Circulation Only
SECTION 9: DECLARATION
The Company and each of the directors of the Company hereby confirm and declare that:
a. the Company has complied with the provisions of the Act and the rules made thereunder, including the compliances in relation to making a private placement of the Debentures;
b. the compliance with the Act and the rules does not imply that payment of dividend or interest or repayment of Debentures, if applicable, is guaranteed by the Central Government;
c. the monies received under the Issue shall be used only for the purposes and objects indicated in the Disclosure Document (offer letter);
I am authorized by the Board of Directors of the Company vide resolution number 10 dated September 08, 2020 to sign this form and declare that all the requirements of Companies Act, 2013 and the rules made thereunder in respect of the subject matter of this form and matters incidental thereto have been complied with. Whatever is stated in this form and in the attachments thereto is true, correct and complete and no information material to the subject matter of this Disclosure Document has been suppressed or concealed and is as per the original records maintained by the promoters subscribing to the Memorandum of Association and Articles of Association.
It is further declared and verified that all the required attachments have been completely, correctly and legibly attached to this form.
For CASHPOR Micro Credit
Mukul Jaiswal Designation: Managing Director Date: September 24, 2020 Place : Varanasi
61 Private & Confidential For Private Circulation Only
SECTION 10: OTHER INFORMATION AND APPLICATION PROCESS
The Debentures being offered as part of the Issue are subject to the provisions of the Act, the Memorandum and Articles of Association of the Issuer, the terms of this Information Memorandum, Application Form and other terms and conditions as may be incorporated in the Transaction Documents. 10.1 Mode of Transfer/Transmission of Debentures
The Debentures shall be transferable freely; however, it is clarified that no Investor shall be entitled to transfer the Debentures to a person who is not entitled to subscribe to the Debentures. The Debenture(s) shall be transferred and/or transmitted in accordance with the applicable provisions of the Act and other applicable laws. The Debentures held in dematerialized form shall be transferred subject to and in accordance with the rules/procedures as prescribed by NSDL/ CDSL and the relevant DPs of the transferor or transferee and any other applicable laws and rules notified in respect thereof. The transferee(s) should ensure that the transfer formalities are completed prior to the Record Date. In the absence of the same, amounts due will be paid/redemption will be made to the person, whose name appears in the register of debenture holders maintained by the R&T Agent as on the Record Date, under all circumstances. In cases where the transfer formalities have not been completed by the transferor, claims, if any, by the transferees would need to be settled with the transferor(s) and not with the Issuer. The normal procedure followed for transfer of securities held in dematerialized form shall be followed for transfer of these Debentures held in dematerialised form. The seller should give delivery instructions containing details of the buyer’s DP account to his DP.
10.2 Debentures held in Dematerialised Form
The Debentures shall be held in dematerialised form and no action is required on the part of the Debenture Holder(s) for redemption purposes and the redemption proceeds will be paid by cheque/fund transfer/RTGS to those Debenture Holder(s) whose names appear on the list of beneficiaries maintained by the R&T Agent. The names would be as per the R&T Agent’s records on the Record Date fixed for the purpose of redemption. All such Debentures will be simultaneously redeemed through appropriate corporate action.
The list of beneficiaries as of the Record Date setting out the relevant beneficiaries’ name and account number, address, bank details and DP’s identification number will be given by the R&T Agent to the Issuer. If permitted, the Issuer may transfer payments required to be made in any relation by EFT/RTGS to the bank account of the Debenture Holder(s) for redemption payments.
10.3 Trustee for the Debenture Holder(s)
The Issuer has appointed IDBI Trusteeship Services Limited to act as trustee for the Debenture Holder(s). The Issuer and the Debenture Trustee intends to enter into the Debenture Trustee Agreement and the Debenture Trust Deed inter alia , specifying the powers, authorities and obligations of the Debenture Trustee and the Issuer. The Debenture Holder(s) shall, without further act or deed, be deemed to have irrevocably given their consent to the Debenture Trustee or any of its agents or authorized officials to do all such acts, deeds, matters and things in respect of or relating to the Debentures as the Debenture Trustee may in its absolute discretion deem necessary or require to be done in the interest of the Debenture Holder(s). Any payment made by the Issuer to the Debenture Trustee on behalf of the Debenture Holder(s) shall discharge the Issuer pro tanto to the Debenture Holder(s). The Debenture Trustee will protect the interest of the Debenture Holder(s) in regard to the repayment of principal and coupon thereon and they will take necessary action, subject to and in accordance with the Debenture Trustee Agreement and the Debenture Trust Deed, at the cost of the
62 Private & Confidential For Private Circulation Only
Issuer. No Debenture Holder shall be entitled to proceed directly against the Issuer unless the Debenture Trustee, having become so bound to proceed, fails to do so. The Debenture Trustee Agreement and the Debenture Trust Deed shall more specifically set out the rights and remedies of the Debenture Holder(s) and the manner of enforcement thereof.
10.4 Sharing of Information
The Issuer may, at its option, but subject to applicable laws, use on its own, as well as exchange, share or part with any financial or other information about the Debenture Holder(s) available with the Issuer, with its subsidiaries and affiliates and other banks, financial institutions, credit bureaus, agencies, statutory bodies, as may be required and neither the Issuer nor its subsidiaries and affiliates nor their agents shall be liable for use of the aforesaid information.
10.5 Debenture Holder not a Shareholder
The Debenture Holder(s) shall not be entitled to any right and privileges of shareholders other than those available to them under applicable laws. The Debentures shall not confer upon the Debenture Holders the right to receive notice(s) or to attend and to vote at any general meeting(s) of the shareholders of the Issuer.
10.6 Modification of Debentures
The Debenture Trustee and the Issuer will agree to make any modifications in the Information Memorandum which in the opinion of the Debenture Trustee is of a formal, minor or technical nature or is to correct a manifest error.
Any other change or modification to the terms of the Debentures shall require approval by the Majority Debenture Holders in the manner as provided for in the Debenture Trust Deed.
10.7 Right to accept or reject Applications
The Board of Directors/Committee of Directors reserves its full, unqualified and absolute right to accept or reject any application for subscription to the Debentures, in part or in full, without assigning any reason thereof.
10.8 Notices
Any notice may be served by the Issuer/ Debenture Trustee upon the Debenture Holders through registered post, recognized overnight courier service, hand delivery or by facsimile transmission addressed to such Debenture Holder at its/his registered address, e-mail or facsimile number.
All notice(s) to be given by the Debenture Holder(s) to the Issuer/ Debenture Trustee shall be sent by registered post, recognized overnight courier service, hand delivery, email or by facsimile transmission to the Issuer or to such persons at such address/ facsimile number as may be notified by the Issuer from time to time through suitable communication. All correspondence regarding the Debentures should be marked “Private Placement of Debentures”.
Notice(s) shall be deemed to be effective (a) in the case of registered mail, 5 (Five) Business Days after posting via certified or registered mail, return receipt requested; (b) 1 (One) Business Day after delivery by recognized overnight courier service, if sent for next Business day delivery (c) in the case of facsimile at the time when dispatched with a report confirming proper transmission; (d) in the case of personal delivery, at the time of delivery or (e) or in case of e-mail at the time of the sending thereof
63 Private & Confidential For Private Circulation Only
(provided no delivery failure notification is received by the sender within 24 hours of sending such email).
10.9 Issue Procedure
Only Eligible Investors as given hereunder and identified upfront by the Issuer may apply for the Debentures by completing the Application Form in the prescribed format in block letters in English as per the instructions contained therein. The minimum number of Debentures that can be applied for and the multiples thereof shall be as set out in the clause 5.19. No application can be made for a fraction of a Debenture. Application Forms should be duly completed in all respects and applications not completed in the said manner are liable to be rejected. The name of the applicant’s bank, type of account and account number must be duly completed by the applicant. This is required for the applicant’s own safety and these details will be printed on the refund orders and /or redemptions warrants.
The final subscription to the Debentures shall be made by the Eligible Investors through the electronic book mechanism as prescribed by SEBI under the SEBI Electronic Book Mechanism Guidelines by placing bids on the electronic book platform during the Issue period.
A. Application Procedure through electronic book process:
In order to be able to bid under the BSE electronic book platform, Eligible Investors must have provided the requisite documents (including but not limited to know your customer) in accordance with the SEBI Electronic Book Mechanism Guidelines. The Issuer is entitled at any time to require an Eligible Investor to provide any know your customer or other documents as may be required to be maintained by it or delivered to a third party by it in accordance with applicable laws. All Eligible Investors are required to register themselves as a one-time exercise (if not already registered) with the BSE electronic book platform for participating in electronic book building mechanism.
Eligible Investors should refer the operating guidelines for issuance of debt securities on private placement basis through an electronic book mechanism as available on the website of BSE. Eligible Investors will also have to complete the mandatory know your customer verification process.
The details of the Issue shall be entered on the BSE electronic book platform by the Issuer at least 2 (Two) Business Days prior to the Issue Opening Date, in accordance with the SEBI Electronic Book Mechanism Guidelines. The Issue will be open for bidding for the duration of the bidding window that would be communicated through the Issuer’s bidding announcement on the BSE EBP Platform, at least 1 (one) Business Day before the start of the Issue Opening Date.
Some of the key guidelines in terms of the extant SEBI Electronic Book Mechanism Guidelines on issuance of securities on private placement basis through an electronic book mechanism, are as follows:
i. Modification of Bid: Eligible Investors may note that modification of bid is allowed during the bidding period or window. However, in the last 10 minutes of the bidding period or window, revision of bid is only allowed for upward revision of the bid amount placed or to improve the coupon or yield by the Eligible Investor.
ii. Cancellation of Bid: Eligible Investors may note that cancellation of bid is allowed during the bidding period or window. However, in the last 10 minutes of the bidding period or window, no cancellation of bids is permitted.
64 Private & Confidential For Private Circulation Only
iii. Multiple Bids: Bidders are permitted to place multiple bids on the BSE electronic book platform in line with the SEBI Electronic Book Mechanism Guidelines.
iv. Manner of bidding: The Issue will be through closed bidding on the BSE electronic book platform in line with the SEBI Electronic Book Mechanism Guidelines.
v. Manner of allotment: The allotment will be done on uniform yield basis in line with the SEBI Electronic Book Mechanism Guidelines.
vi. Manner of settlement: Settlement of the Issue will be done through the clearing corporation.
vii. Settlement cycle: The process of pay-in of funds by investors and pay-out to Issuer will be done on T+1 day, where T is the Issue Closing Date. viii. Offer or Issue of executed Information Memorandum to successful Eligible Investors. The final Information Memorandum will be issued to the successful Eligible Investors, who are required to complete and submit the application form to the Issuer in order to accept the offer of Debentures.
No person other than the successful Eligible Investors to whom the Information Memorandum has been issued by the Issuer may apply for the Issue through the application forms received from a person other than those specifically addressed will be invalid. However, Eligible Investors should refer to the extant SEBI Electronic Book Mechanism Guidelines as prevailing on the date of the bid.
Withdrawal of Issue:
The Issuer may, at its discretion, withdraw the issue process on the conditions set out under the operational guidelines of the BSE; provided that the Issuer shall accept or withdraw the issue on the BSE electronic book platform within 1 (one) hour of the closing of the bidding window, and not later than 6 pm on the Issue Closing Date. However, Eligible Investors should refer to the SEBI Electronic Book Mechanism Guidelines as prevailing on the date of the bid. If the Issuer has withdrawn the Issue, and the cut-off yield of the Issue is higher than the estimated cut-off yield disclosed to the BSE electronic book platform, the estimated cut off yield shall be mandatorily disclosed by the BSE electronic book platform to the Eligible Investors. The expression ‘estimated cut off yield’ means yield so estimated by the Company, prior to opening of issue on the BSE electronic book platform. The disclosure of estimated cut off yield by BSE electronic book platform to the Eligible Investors, pursuant to closure of the Issue, shall be at the discretion of the Issuer.
Process flow of statement:
Successful bidders shall make pay-in of funds towards the allocation made to them, in the bank account of the clearing corporation, the details whereof are as set out in paragraph 10.14 herein below, on or before 10:30 A.M. on the Deemed Date of Allotment.
The fund pay-in by the successful bidders will be made only from the bank account(s), which have been provided/updated in the electronic book mechanism system. Upon the transfer of funds into the aforesaid account and the Issuer confirming its decision to proceed with the allotment of the Debentures in favour of the Debenture Holder(s) to Indian Clearing Corporation Limited, the R&T Agent shall provide the corporate action file along with all requisite documents to the Depositories by 12:00 hours and subsequently, the pay-in funds shall be released into the following bank account of the Issuer:
65 Private & Confidential For Private Circulation Only
Beneficiary Name CASHPOR Micro Credit Account No. 02202320000956 Bank HDFC Bank Branch Rathyatra Crossing Account Type Current Account Branch Code 0220 IFSC Code HDFC0000220
10.10 Application Procedure
Eligible investors will be invited to subscribe by way of the Application Form prescribed in the Information Memorandum during the period between the Issue Opening Date and the Issue Closing Date (both dates inclusive). The Issuer reserves the right to change the Issue schedule including the Deemed Date of Allotment at its sole discretion, without giving any reasons or prior notice. The Issue will be open for subscription during the banking hours on each day during the period covered by the Issue Schedule.
10.11 Fictitious Application
All fictitious applications will be rejected.
10.12 Basis of Allotment
Notwithstanding anything stated elsewhere, Issuer reserves the right to accept or reject any application, in part or in full, without assigning any reason. Subject to the aforesaid, in case of over subscription, priority will be given to Investors in line with the SEBI Electronic Book Mechanism Guidelines. The investors will be required to remit the funds as well as submit the duly completed Application Form along with other necessary documents to Issuer by the Deemed Date of Allotment.
10.13 Payment Instructions
The Application Form should be submitted directly. The entire amount of Rs. 10,00,000/- (Rupees Ten Lakhs only) per Debenture is payable along with the making of an application.
All payments must be made through NEFT, RTGS, electronic fund transfer to Indian Clearing Corporation Limited. The details for payments are mentioned herein below:
Beneficiary Name: Bank Account No. IFSC CODE: Bank Name Branch Address:
10.14 Eligible Investors
The Persons to whom this Disclosure Document is being issued are the only persons eligible to apply for this private placement of Debentures subject to fulfilling their respective investment norms/rules and compliance with laws applicable to them by submitting all the relevant documents along with the Application Form. The class of investors to whom this Disclosure Document is being issued are: A. Mutual Funds
66 Private & Confidential For Private Circulation Only
B. Non-banking financial companies C. Corporates D. Banks and Financial Institutions E. Foreign Portfolio Investors (FPIs) F. Foreign Institutional Investors (FIIs) G. Qualified Foreign Investors (QFIs) H. Insurance Companies I. Any other person eligible to invest in these Debentures All potential Investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this issue of Debentures. Note: Participation by potential Investors in the Issue may be subject to statutory and/or regulatory requirements applicable to them in connection with subscription to Indian securities by such categories of persons or entities. Applicants are advised to ensure that they comply with all regulatory requirements applicable to them, including exchange controls and other requirements. Applicants ought to seek independent legal and regulatory advice in relation to the laws applicable to them.
10.15 Procedure for Applying for Dematerialised Facility
A. The applicant must have at least one beneficiary account with any of the DPs of NSDL/ CDSL prior to making the application.
B. The applicant must necessarily fill in the details (including the beneficiary account number and DP - ID) appearing in the Application Form under the heading “Details for Issue of Debentures in Electronic/Dematerialised Form”.
C. Debentures allotted to an applicant will be credited to the applicant’s respective beneficiary account(s) with the DP.
D. For subscribing to the Debentures, names in the Application Form should be identical to those appearing in the details in the Depository. In case of joint holders, the names should necessarily be in the same sequence as they appear in the account details maintained with the DP.
E. Non-transferable allotment advice/refund orders will be directly sent to the applicant by the Registrar and Transfer Agent to the Issue.
F. If incomplete/incorrect details are given under the heading “Details for Issue of Debentures in Electronic/Dematerialised Form” in the Application Form, it will be deemed to be an incomplete application and the same may be held liable for rejection at the sole discretion of the Issuer.
G. For allotment of Debentures, the address, nomination details and other details of the applicant as registered with his/her DP shall be used for all correspondence with the applicant. The applicant is therefore responsible for the correctness of his/her demographic details given in the Application Form vis-a-vis those with his/her DP. In case the information is incorrect or insufficient, the Issuer would not be liable for the losses, if any.
67 Private & Confidential For Private Circulation Only
H. The redemption amount or other benefits would be paid to those Debenture Holders whose names appear on the list of beneficial owners maintained by the R&T Agent as on the Record Date. In case of those Debentures for which the beneficial owner is not identified in the records of the R&T Agent as on the Record Date, the Issuer would keep in abeyance the payment of the redemption amount or other benefits, until such time that the beneficial owner is identified by the R&T Agent and conveyed to the Issuer, whereupon the redemption amount and benefits will be paid to the beneficiaries, as identified.
10.16 Depository Arrangements
The Issuer shall make necessary arrangement with NSDL/CDSL for issue and holding of Debenture in dematerialised form.
10.17 List of Beneficiaries
The Issuer shall request the R&T Agent to provide a list of beneficiaries as at the end of each Record Date. This shall be the list, which will be used for payment or repayment of redemption monies.
10.18 Application under Power of Attorney
A certified true copy of the power of attorney or the relevant authority as the case may be along with the names and specimen signature(s) of all the authorized signatories of the Investor and the tax exemption certificate/document of the Investor, if any, must be lodged along with the submission of the completed Application Form. Further modifications/additions in the power of attorney or authority should be notified to the Issuer or to its agents or to such other person(s) at such other address(es) as may be specified by the Issuer from time to time through a suitable communication.
In case of an application made by companies under a power of attorney or resolution or authority, a certified true copy thereof along with memorandum and articles of association and/or bye-laws along with other constitutional documents must be attached to the Application Form at the time of making the application, failing which, the Issuer reserves the full, unqualified and absolute right to accept or reject any application in whole or in part and in either case without assigning any reason thereto. Names and specimen signatures of all the authorized signatories must also be lodged along with the submission of the completed Application Form.
10.19 Procedure for application by Mutual Funds and Multiple Applications
In case of applications by mutual funds and venture capital funds, a separate application must be made in respect of each scheme of an Indian mutual fund/venture capital fund registered with the SEBI and such applications will not be treated as multiple application, provided that the application made by the asset management company/trustee/custodian clearly indicated their intention as to the scheme for which the application has been made.
The application forms duly filled shall clearly indicate the name of the concerned scheme for which application is being made and must be accompanied by certified true copies of A. SEBI registration certificate B. Resolution authorizing investment and containing operating instructions C. Specimen signature of authorized signatories
68 Private & Confidential For Private Circulation Only
10.20 Documents to be provided by Investors
Investors need to submit the following documents, as applicable A. Memorandum and Articles of Association or other constitutional documents B. Resolution authorising investment C. Power of Attorney to custodian D. Specimen signatures of the authorised signatories E. SEBI registration certificate (for Mutual Funds) F. Copy of PAN card G. Application Form
10.21 Applications to be accompanied with Bank Account Details
Every application shall be required to be accompanied by the bank account details of the applicant and the magnetic ink character reader code of the bank for the purpose of availing direct credit of redemption amount and all other amounts payable to the Debenture Holder(s) through EFT/RTGS.
10.22 Succession
In the event of winding-up of the holder of the Debenture(s), the Issuer will recognize the liquidator or such other legal representative of the Debenture Holder(s) as having title to the Debenture(s).
The Issuer may, in its absolute discretion, where it thinks fit, dispense with production of such other legal representation, in order to recognize such holder as being entitled to the Debenture(s) standing in the name of the concerned Debenture Holder on production of sufficient documentary proof and/or an indemnity.
10.23 Mode of Payment
All payments must be made through RTGS as set out in the Application Form.
10.24 Effect of Holidays
In case any Coupon Payment Date falls on a day which is not a Business Day the payment to be made on such Coupon Payment Date shall be made on the immediately succeeding Business Day. When the Maturity Date (including the last Coupon Payment Date) falls on a day which is not a Business Day, all payments to be made on the Maturity Date (including accrued Coupon), shall be made on the immediately preceding Business Day.
10.25 Tax Deduction at Source
Tax as applicable under the Income Tax Act, 1961, or any other statutory modification or re- enactment thereof will be deducted at source by the Company. For seeking TDS exemption/lower rate of TDS, relevant certificate/document must be lodged by the Debenture Holder(s) at the office of the R&T Agents of the Issuer at least 15 (Fifteen) calendar days before the relevant payment becoming due. Tax exemption certificate / declaration of non-deduction of tax at source on interest on application money, should be submitted along with the Application Form.
If any payments under this issuance is subject to any tax deduction other than such amounts as are required as per current regulations existing as on the date of the Debenture Trust Deed), including if the Company shall be required legally to make any payment for tax from the interest/coupon payable
69 Private & Confidential For Private Circulation Only under the Issue, (“ Tax Deduction ”), the Company shall make such Tax Deduction as per Applicable Law.
10.26 Letters of Allotment
Each of the Debenture Holders shall be issued proof of allotment of Debentures by way of a physical letter of allotment, issued by the Company to the said Debenture Holders on the Deemed Date of Allotment. On the completion of all statutory formalities and in no event later than 2 (Two) Business Days from the Deemed Date of Allotment, such letter of allotment will be substituted and the depository account of each of the Debenture Holders maintained with its corresponding depository participant and mentioned in the Application Form shall be credited with the number of Debentures allotted to such Debenture Holders in terms of the letter of allotment issued to it.
10.27 Deemed Date of Allotment
All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of Allotment. The Deemed Date of Allotment for the Issue is September 29, 2020 by which date the Investors would be intimated of allotment.
10.28 Record Date
The Record Date will be 15 (Fifteen) Busines Days prior to any Due Date.
10.29 Refunds
For applicants whose applications have been rejected or allotted in part, refund orders will be dispatched within 7 (seven) days from the Deemed Date of Allotment of the Debentures.
In case the Issuer has received money from applicants for Debentures in excess of the aggregate of the application money relating to the Debentures in respect of which allotments have been made, the R&T Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess, if any.
10.30 Interest on Application Money
Interest shall be payable on all application monies received at the Coupon Rate net of Taxes from the date of realization of the application monies by the Issuer until the Deemed Date of Allotment and the same shall be paid to the relevant Investors within 7 (Seven) Business Days from the Deemed Date of Allotment.
10.31 PAN Number
Every applicant should mention its Permanent Account Number (“ PAN ”) allotted under Income Tax Act, 1961, on the Application Form and attach a self-attested copy as evidence. Application forms without PAN will be considered incomplete and are liable to be rejected.
10.32 Payment on Redemption
Payment on redemption will be made by way of cheque(s)/redemption warrant(s)/demand draft(s)/credit through RTGS system/funds transfer in the name of the Debenture Holder(s) whose names appear on the list of beneficial owners given by the Depository to the Issuer as on the Record Date.
70 Private & Confidential For Private Circulation Only
The Debentures shall be taken as discharged on payment of the redemption amount by the Issuer on maturity to the registered Debenture Holder(s) whose name appears in the Register of Debenture Holder(s) on the Record Date. On such payment being made, the Issuer will inform NSDL/ CDSL and accordingly the account of the Debenture Holder(s) with NSDL/ CDSL will be adjusted.
On the Issuer dispatching the amount as specified above in respect of the Debentures, the liability of the Issuer shall stand extinguished.
Disclaimer: Please note that only those persons to whom this Information Memorandum has been specifically addressed are eligible to apply. However, an application, even if complete in all respects, is liable to be rejected without assigning any reason for the same. The list of documents provided above is only indicative, and an investor is required to provide all those documents / authorizations / information, which are likely to be required by the Issuer. The Issuer may, but is not bound to revert to any investor for any additional documents / information, and can accept or reject an application as it deems fit. Investment by investors falling in the categories mentioned above are merely indicative and the Issuer does not warrant that they are permitted to invest as per extant laws, regulations, etc. Each of the above categories of investors is required to check and comply with extant rules/regulations/ guidelines, etc. governing or regulating their investments as applicable to them and the Issuer is not, in any way, directly or indirectly, responsible for any statutory or regulatory breaches by any investor, neither is the Issuer required to check or confirm the same.
71 Private & Confidential For Private Circulation Only
11 DECLARATION
The Issuer declares that all the relevant provisions in the regulations/guideline issued by SEBI and other applicable laws have been complied with and no statement made in this Information Memorandum is contrary to the provisions of the regulations/guidelines issued by SEBI and other applicable laws, as the case may be. The information contained in this Information Memorandum is as applicable to privately placed debt securities and subject to information available with the Issuer. The extent of disclosures made in the Information Memorandum is consistent with disclosures permitted by regulatory authorities to the issue of securities made by the companies in the past.
For CASHPOR Micro Credit
Authorised Signatory Name: Mukul Jaiswal Title: Managing Director Date: September 24, 2020
72 Private & Confidential For Private Circulation Only
ANNEXURE I : RATING LETTER FROM THE RATING AGENCY [ATTACHED SEPERATELY]
73 Private & Confidential For Private Circulation Only
74 Private & Confidential For Private Circulation Only
ANNEXURE II: CONSENT LETTER FROM THE DEBENTURE TRUSTEE [ATTACHED SEPERATELY]
75 Private & Confidential For Private Circulation Only
ANNEXURE III: APPLICATION FORM CASHPOR MICRO CREDIT A company incorporated under Section 25 of the Companies Act, 1956 and continuing under Section 8 of the Companies Act, 2013 Date of Incorporation: December 10, 2002 Registered Office: S-8/107, 107-A-1, 2 nd Floor, Varanasi Trade Center, Khajuri, Maqbool Alam Road, Varanasi- 221002 Telephone No .: +91 542 2505590/92 Website: www.CASHPOR.in
DEBENTURE SERIES APPLICATION FORM SERIAL NO.
ISSUE OF (I) UP TO 1,000 (ONE THOUSAND) RATED, LISTED, SECURED, REDEEMABLE NON-CONVERTIBLE DEBENTURES UNDER SERIES 1 HAVING FACE VALUE OF RS. 10,00,000/- (RUPEES TEN LAKHS ONLY) EACH, OF THE AGGREGATE NOMINAL VALUE OF UP TO RS. 100,00,00,000/- (RUPEES ONE HUNDRED CRORES ONLY) (II) UP TO 250 (TWO HUNDRED AND FIFTY) RATED, LISTED, SECURED, REDEEMABLE NON-CONVERTIBLE DEBENTURES UNDER SERIES 2 HAVING FACE
76 Private & Confidential For Private Circulation Only
VALUE OF RS. 10,00,000/- (RUPEES TEN LAKHS ONLY) EACH, OF THE AGGREGATE NOMINAL VALUE OF UP TO RS. 25,00,00,000/- (RUPEES TWENTY-FIVE CRORES ONLY) WITH A GREEN SHOE OPTION OF UP TO 750 (SEVEN HUNDRED AND FIFTY) RATED, LISTED, SECURED, REDEEMABLE NON-CONVERTIBLE DEBENTURES UNDER SERIES 2 HAVING FACE VALUE OF RS. 10,00,000/- (RUPEES TEN LAKHS ONLY) EACH, OF THE AGGREGATE NOMINAL VALUE OF UP TO RS. 75,00,00,000/- (RUPEES SEVENTY-FIVE CRORES ONLY) ON A PRIVATE PLACEMENT BASIS
DEBENTURE SERIES APPLIED FOR:
Number of Debentures __ In words ___
Series of Debentures ___
Amount Rs. _/-_ in words Rupees ______Crores only
DETAILS OF PAYMENT:
RTGS No. ______Drawn on______
Funds transferred to Indian Clearing Corporation Limited Dated ______
Total Amount Enclosed (In Figures) ______(In words) ______
APPLICANT’S NAME IN FULL (CAPITALS) SPECIMEN SIGNATURE
APPLICANT’S ADDRESS
ADDRESS STREET CITY
77 Private & Confidential For Private Circulation Only
PIN PHONE FAX
APPLICANT’S PAN/GIR NO. ______IT CIRCLE/WARD/DISTRICT ____
WE ARE ( ) COMPANY ( ) OTHERS ( ) SPECIFY ______
We have read and understood the Terms and Conditions of the issue of Debentures including the Risk Factors described in the Memorandum and have considered these in making our decision to apply. We bind ourselves to these Terms and Conditions and wish to apply for allotment of these Debentures. We request you to please place our name(s) on the Register of Holders.
Name of the Authorised Designation Signature Signatory(ies)
Applicant’s Signature
We the undersigned, are agreeable to holding the Debentures of the Company in dematerialised form. Details of my/our Beneficial Owner Account are given below:
DEPOSITORY NSDL ( ) CDSL ( ) DEPOSITORY PARTICIPANT NAME DP-ID BENEFICIARY ACCOUNT NUMBER NAME OF THE APPLICANT(S)
Applicant Bank Account:
(Settlement by way of Cheque / Demand Draft / Pay Order / Direct Credit / ECS / NEFT/RTGS/other permitted mechanisms)
FOR OFFICE USE ONLY DATE OF RECEIPT ______DATE OF CLEARANCE ______
(Note: Cheque and Drafts are subject to realisation) We understand and confirm that the information provided in the Information Memorandum is provided by the Issuer and the same has not been verified by any legal advisors to the Issuer and other intermediaries and their agents and advisors associated with this Issue. We confirm that we have for
78 Private & Confidential For Private Circulation Only the purpose of investing in these Debentures carried out our own due diligence and made our own decisions with respect to investment in these Debentures and have not relied on any representations made by anyone other than the Issuer, if any. We understand that: i) in case of allotment of Debentures to us, our Beneficiary Account as mentioned above would get credited to the extent of allotted Debentures, ii) the Applicant must ensure that the sequence of names as mentioned in the Application Form matches the sequence of name held with our Depository Participant, iii) if the names of the Applicant in this application are not identical and also not in the same order as the Beneficiary Account details with the above mentioned Depository Participant or if the Debentures cannot be credited to our Beneficiary Account for any reason whatsoever, the Company shall be entitled at its sole discretion to reject the application or issue the Debentures in physical form. We understand that we are assuming on our own account, all risk of loss that may occur or be suffered by us including as to the returns on and/or the sale value of the Debentures and shall hold us harmless in respect of any such loss and/or damage. We undertake that upon sale or transfer to subsequent investor or transferee (“ Transferee ”), we shall convey all the terms and conditions contained herein and in this Information Memorandum to such Transferee. In the event of any Transferee (including any intermediate or final holder of the Debentures) suing the Issuer (or any person acting on its or their behalf) we shall indemnify the Issuer and also hold the Issuer and each of such person harmless in respect of any claim by any Transferee.
Applicant’s Signature
FOR OFFICE USE ONLY DATE OF RECEIPT ______DATE OF CLEARANCE ______(Note : Cheque and Drafts are subject to realisation)
------(TEAR HERE)------ACKNOWLEDGMENT SLIP – (To be filled in by Applicant) SERIAL NO.
Received from ______Address______Cheque/Draft/UTR # ______Drawn on ______for Rs. ______on account of application of ______Debenture
79 Private & Confidential For Private Circulation Only
ANNEXURE IV: AUDITED FINANCIAL STATEMENTS [ATTACHED SEPERATELY]
80 Private & Confidential For Private Circulation Only
81 Private & Confidential For Private Circulation Only
82 Private & Confidential For Private Circulation Only
83 Private & Confidential For Private Circulation Only
84 Private & Confidential For Private Circulation Only
85
Private & Confidential For Private Circulation Only
86 Private & Confidential For Private Circulation Only
87 Private & Confidential For Private Circulation Only
88 Private & Confidential For Private Circulation Only
89 Private & Confidential For Private Circulation Only
90 Private & Confidential For Private Circulation Only
91 Private & Confidential For Private Circulation Only
92 Private & Confidential For Private Circulation Only
93 Private & Confidential For Private Circulation Only
94 Private & Confidential For Private Circulation Only
95 Private & Confidential For Private Circulation Only
96 Private & Confidential For Private Circulation Only
97 Private & Confidential For Private Circulation Only
98 Private & Confidential For Private Circulation Only
99 Private & Confidential For Private Circulation Only
100 Private & Confidential For Private Circulation Only
101 Private & Confidential For Private Circulation Only
102 Private & Confidential For Private Circulation Only
103 Private & Confidential For Private Circulation Only
104 Private & Confidential For Private Circulation Only
105 Private & Confidential For Private Circulation Only
ANNEXURE V: INDICATIVE CASHFLOW SCHEDULE Illustration of Bond Cash Flows Company CASHPOR Micro Credit Face Value (per security) Rs. 10,00,000/- (Rupees Ten Lakhs only) Issue Date / Date of Allotment Issue Opening Date: September 28, 2020 Deemed Date of Allotment: September 29,2020 Coupon Rate 10% p.a payable on the Coupon Payment Dates
Frequency of the Principal Payment with The Debentures under The Debentures under specified dates Series 1 shall be Series 2 shall be redeemed by way of a redeemed on quarterly bullet repayment on the basis in 3 (three) equal expiry of 18 months instalments. The subject to early Principal Repayment redemption/ acceleration Date for Series 2 pursuant to Event of Debentures are specified Default. in the cashflow schedule provided below Frequency of the Coupon Payment with Semi- annually and the dates are specified in the specified dates cashflow schedule provided below Day Count Convention Actual / Actual
SCHEDULE
SERIES 1 *
Company CASHPOR Micro Credit Face Value (per security) Rs. 10,00,000/- (Rupees Ten Lakhs only) Issue Opening Date: September 28, 2020 Issue Date / Date of Allotment Deemed Date of Allotment: September 29, 2020 Maturity Date 29-Mar-2022 Series -1 18 months bullet redemption
Frequency of the Coupon Payment with specified dates Coupon payable semi annual. 29-Mar-2021 29-Sep-2021 29-Mar-2022
Principal Principal Coupon Payment Dates Coupon Amount (in Rupees) Amount (in Payment Date(s) Rupees) 29-Oct-20 29-Nov-20 29-Dec-20 29-Jan-21
106 Private & Confidential For Private Circulation Only
28-Feb-21 29-Mar-21 49,589,041 29-Apr-21 29-May-21 29-Jun-21 29-Jul-21 29-Aug-21 29-Sep-21 50,410,959 29-Oct-21 29-Nov-21 29-Dec-21 29-Jan-22 28-Feb-22
29-Mar-22 49,589,041 29-Mar-22 1,000,000,000
TOTAL 149,589,041 1,000,000,000
* The cashflow scheduled provided is tentative and calculated from the Deemed Date of Allotment/pay- in date. In case of change of the Deemed Date of Allotment/ pay-in date, the cashflow scheduled will stand modified accordingly.
SERIES 2*#
Company CASHPOR Micro Credit Face Value (per security) Rs. 10,00,000/- (Rupees Ten Lakhs only) Issue Opening Date: September 28, 2020 Issue Date / Date of Allotment Deemed Date of Allotment: September 29, 2020 Maturity Date 29-Mar-2022 9 months amortization with 3 equal quarterly instalment Series -2 redemptions
Frequency of the Coupon Payment with specified dates Coupon payable semi annual. 29-Mar-2021 29-Sep-2021 29-Mar-2022
Day Count Convention Actual/Actual
Principal Principal Coupon Amount (in Coupon Payment Dates Payment Amount (in Rupees) Date(s) Rupees) 29-Oct-20 29-Nov-20
107 Private & Confidential For Private Circulation Only
29-Dec-20 29-Jan-21 28-Feb-21 29-Mar-21 49,589,041 29-Apr-21 29-May-21 29-Jun-21 29-Jul-21 29-Aug-21 29-Sep-21 50,410,959 29-Sep-21 333,333,333 29-Oct-21 29-Nov-21 29-Dec-21 29-Dec-21 333,333,333 29-Jan-22 28-Feb-22 29-Mar-22 24,840,183 29-Mar-22 333,333,334 TOTAL 124,840,183 1,000,000,000
* The cashflow scheduled provided is tentative and calculated from the Deemed Date of Allotment/pay- in date. In case of change of the Deemed Date of Allotment/ pay-in date, the cashflow scheduled will stand modified accordingly.
# T he cashflow scheduled provided is tentative and calculated basis that issuance would be of an aggregate of Rs. 100,00,00,000/- (Rupees One Hundred Crores only) under Series 2 that is aggregate of Rs. 25,00,00,000/- (Rupees Twenty-Five Crores only) with a green shoe option of up to Rs. 75,00,00,000/- (Rupees Seventy -Five Crores only). In case of change of the issuance amount under Series 2 on account of non receipt of full oversubscription monies under green shoe option, the cashflow scheduled will stand modified accordingly.
108 Private & Confidential For Private Circulation Only
ANNEXURE VI: COPIES OF BOARD RESOLUTIONS
[ATTACHED SEPERATELY]
109 Private & Confidential For Private Circulation Only
ANNEXURE VII: COPIES OF SHAREHOLDERS’ RESOLUTIONS [ATTACHED SEPERATELY]
110 Private & Confidential For Private Circulation Only
ANNEXURE VIII: RELATED PARTY TRANSACTIONS
1. List of related parties I. CASHPOR Trust – Ultimate Holding Entity II. CASHPOR Financial and Technical Services Private Limited (CFTS) – Holding Company III. Key Management Personnel -
David S Gibbons Chairman Mukul Jaiswal Managing Director Banke Bihari Singh Chief Finance Officer
Anjali Saraogi Company Secretary (worked till 31 December 2019)
Particulars of related party transactions For the year For the year For the year Particulars ended 31 ended 31 ended 31 March 2020 March 2019 March 2018
Remuneration paid
Chairman 11,137,637 8,474,350 6,000,000 Managing Director 13,985,698 12,086,344 10,739,727 Executive Director Health and Education -- 232,955 2,424,249 Chief Finance Officer 2,113,452 1,838,796 1,526,058 Company Secretary 361,306 397,265 453,611
Sitting fees
Chairman 41,109 63,948 31,814 Managing Director 143,120 105,056 90,900
Repayment of loan Housing loan – Managing Director 1,680,000 1,685,553 1,666,668 Car loan – Company Secretary -- -- 270,219
Reimbursement of expenses Holding Company 43,032 29,329 39,590 Ultimate Holding entity - - -
111 Private & Confidential For Private Circulation Only
Movement in guarantee from Holding Company
Corporate guarantee for term loans 474,672,978 66,632,442
Grant to ultimate holding entity towards Corporate Social Responsibility (CSR) activities 6,264,508 6,316,156
Loan outstanding Housing Loan Managing Director 18,440,000 20,120,000 21,805,553
2. Balance of outstanding guarantees As at As at As at Particulars 31 March 31 March 2020 31 March 2019 2018 Guarantees given by Holding 477,412,978 2,740,000 69,372,442 Company towards borrowings outstanding
112 Private & Confidential For Private Circulation Only
ANNEXURE IX: DETAILS OF BRANCHES AND UNITS OF THE ISSUER
Branch Branch Name District Name State Name Region Name ID 01:01 MAHARAJGANJ BHADOHI UP MIRZAPUR 01:02 BIHANSARA MIRZAPUR UP MIRZAPUR 01:03 RAMNAGAR MEJA ALLAHABAD UP MIRZAPUR 01:04 KORAWON ALLAHABAD UP MIRZAPUR 01:05 LALGANJ MIRZAPUR UP MIRZAPUR 01:06 KHIRI ALLAHABAD UP MIRZAPUR 02:01 PILI KOTHI MIRZAPUR UP MIRZAPUR 02:02 MIRZAMURAD VARANASI UP MIRZAPUR 02:03 RAJATALAB VARANASI UP MIRZAPUR 02:05 MEJA ROAD ALLAHABAD UP MIRZAPUR 02:07 GOPIGANJ BHADO HI UP MIRZAPUR 02:09 CHUNAR MIRZAPUR UP MIRZAPUR 02:12 UGAPUR BHADOHI UP MIRZAPUR 02:16 KOIRAONA BHADOHI UP MIRZAPUR 02:17 KACHAWA MIRZAPUR UP MIRZAPUR 02:18 MADHOSINGH BHADOHI UP MIRZAPUR 02:19 PURZAGIR MIRZAPUR UP MIRZAPUR 02:20 JANGIROAD MIRZAPUR UP MIRZAPUR 02:22 GURUSANDI MIRZAPUR UP MIRZAPUR 02:24 BHARUHANA MIRZAPUR UP MIRZAPUR 02:27 PADARI MIRZAPUR UP MIRZAPUR 02:36 CHILBILA MIRZAPUR UP MIRZAPUR 05:01 BAHADURGANJ GHAZIPUR UP BALLIA 05:02 BADIBAGH GAZIPUR GHAZIPUR UP BALLIA 05:03 JAKHANIYAN GHAZIPUR UP BALLIA 05:04 JANGIPUR GHAZIPUR UP BALLIA 05:05 BAHADURPUR BALLIA UP BALLIA 05:06 CITYPAHADIPUR BALLIA UP BALLIA 05:07 DUBHAR BALLIA UP BALLIA 05:08 SUKHPURA BALLIA UP BALLIA 05:11 RASARA BALLIA UP BALLIA 05:12 SAWARA BALLIA UP BALLIA 05:14 BANSDIH BALLIA UP BALLIA 05:16 SIKANDARPUR BALLIA UP BALLIA 05:18 SEAR BALLIA UP BALLIA 05:19 RATSAR BALLIA UP BALLIA 05:20 BHIMPURA BALLIA UP BALLIA 05:21 GADHWAR BALLIA UP BALLIA 05:22 NAGARA BALLIA UP BALLIA
113 Private & Confidential For Private Circulation Only
05:23 MANIYAR BALLIA UP BALLIA 05:27 BARACHAWAR GHAZIPUR UP BALLIA 05:29 KARANDA GHAZIPUR UP BALLIA 05:30 KASHIMABAD GHAZIPUR UP BALLIA 05:31 NANDGANJ GHAZIPUR UP BALLIA 05:32 SADAT GHAZIPUR UP BALLIA 06:01 BRAHMPUR BUXAR BR BUXAR 06:05 SIMARI BUXAR BR BUXAR 06:06 BHOJPUR BUXAR BR BUXAR 06:07 CHAUSA BUXAR BR BUXAR 06:08 TIYARA RAJPUR BUXAR BR BUXAR 06:09 DILDAR NAGAR GHAZIPUR UP BUXAR 06:10 ITARHI BUXAR BR BUXAR 06:11 KORAN SARAI BUXAR BR BUXAR 06:12 BIHIYA ARAH BR BUXAR 06:13 SHAHPUR ARAH BR BUXAR 06:14 ARAH ARAH BR BUXAR 06:16 JASOGOLAMBAR BUXAR BR BUXAR 06:17 BHAROLI BALLIA UP BUXAR 06:18 BHADAURA GHAZIPUR UP BUXAR 06:19 JAGDISHPUR ARAH BR BUXAR 06:20 BIHIYA CHAURASTA ARAH BR BUXAR 06:22 BHAWARCOL GHAZIPUR UP BUXAR 06:23 CHITBADAGAON BALLIA UP BUXAR 06:24 DINARA ROHTAS BR BUXAR 06:25 JAMANIYAN GHAZIPUR UP BUXAR 06:26 MOHAMMADABAD GHAZIPUR UP BUXAR 06:27 NUAWAN BUXAR BR BUXAR 06:28 SANDESH BHOJPUR BR BUXAR 07:01 MUBARAKPUR AZAMGARH UP AZAMGARH 07:03 KAPTANGANJ AZAMGARH UP AZAMGARH 07:04 THEKMA AZAMGARH UP AZAMGARH 07:06 MOHAMMDABAD AZAMGARH UP AZAMGARH 07:07 JAHANAGANJ AZAMGARH UP AZAMGARH 07:08 JIYANPUR AZAMGARH UP AZAMGARH 07:09 MADHUBAN MAU UP AZAMGARH 07:10 GHOSI MAU UP AZAMGARH 07:11 INDARA MAU UP AZAMGARH 07:12 LALGANJ AZAMGARH UP AZAMGARH 07:13 MOHAMMADPUR AZAMGARH UP AZAMGARH 07:14 MEHNAGAR AZAMGARH UP AZAMGARH 07:15 ATARAULIA AZAMGARH UP AZAMGARH 07:16 CITY BRANCH AZAMGARH UP AZAMGARH 07:17 FULLPUR AZAMGARH UP AZAMGARH 07:18 DULLAHPUR GHAZIPUR UP AZAMGARH
114 Private & Confidential For Private Circulation Only
07:19 MARDHA GHAZIPUR UP AZAMGARH 07:20 BHADSAR GHAZIPUR UP AZAMGARH 07:21 BAHARIYABAD GHAZIPUR UP AZAMGARH 07:22 MAU -2 MAU UP AZ AMGARH AMBEDKAR 07:23 RAJESULTANPUR NAGAR UP AZAMGARH AMBEDKAR 07:24 RAFIGANJ NAGAR UP AZAMGARH AMBEDKAR 07:25 NEWADA NAGAR UP AZAMGARH KAIMUR 08:01 PARSATHUA ROHTAS BR KAIMUR ROHTAS KAIMUR 08:02 KUDRA ROHTAS BR KAIMUR ROHTAS KAIMUR 08:03 BIKRAMGANJ ROHTAS BR KAIMUR ROHTAS KAIMUR 08:05 KARGAHAR ROHTAS BR KAIMUR ROHTAS KAIMUR 08:06 RAMGARH ROHTAS BR KAIMUR ROHTAS KAIMUR 08:07 BHABHUA ROHTAS BR KAIMUR ROHTAS KAIMUR 08:08 DEHRI ROHTAS BR KAIMUR ROHTAS KAIMUR 08:09 NOKHA ROHTAS BR KAIMUR ROHTAS KAIMUR 08:10 NASRIGANJ ROHTAS BR KAIMUR ROHTAS KAIMUR 08:11 CHENARI ROHTAS BR KAIMUR ROHTAS KAIMUR 08:12 BHAGWANPUR ROHTAS BR KAIMUR ROHTAS KAIMUR 08:13 TAKIYA ROHTAS BR KAIMUR ROHTAS KAIMUR 08:14 FAJALGANJ ROHTAS BR KAIMUR ROHTAS 08:15 GANGA ROAD CHANDAULI UP KAIMUR ROHTAS KAIMUR 08:16 TILAUTHU ROHTAS BR KAIMUR ROHTAS KAIMUR 08:18 MOHANIYA ROHTAS BR KAIMUR ROHTAS KAIMUR 08:19 AKODHI GOLA ROHTAS BR KAIMUR ROHTAS KAIMUR 08:21 DURGAWATI ROHTAS BR KAIMUR ROHTAS 08:23 BABURI ROAD CHANDAULI UP KAIMUR ROHTAS 08:24 DHEENA CHANDAULI UP KAIMUR ROHTAS KAIMUR 08:25 HATA ROHTAS BR KAIMUR ROHTAS 08:26 SAYYADRAJA CHANDAULI UP KAIMUR ROHTAS 08:28 SAKALDIHA CHANDAULI UP KAIMUR ROHTAS 10:01 MANJHI SARAN BR SARAN
115 Private & Confidential For Private Circulation Only
10:02 BHELDI SARAN BR SARAN 10:03 ESSUAPUR SARAN BR SARAN 10:04 MAKER SARAN BR SARAN 10:05 BANIYAPUR SARAN BR SARAN 10:06 RIVILGANJ SARAN BR SARAN 10:07 JALALPUR SARAN BR SARAN 10:09 MASARKH SARAN BR SARAN 10:10 MADHAURA SARAN BR SARAN 10:11 TARAIYA SARAN BR SARAN 10:12 PARSA SARAN BR SARAN 10:13 SONEPUR SARAN BR SARAN 10:14 CHHOTA TELAPA SARAN BR SARAN 10:15 DORIGANJ SARAN BR SARAN 10:16 DIGHAWADA SARAN BR SARAN 10:17 PATEDA SARAN BR SARAN 10:18 GARKHA SARA N BR SARAN 10:20 KOPA SARAN BR SARAN 10:21 BAIRIA BALLIA UP SARAN 10:22 GAIGHAT REWATI BALLIA UP SARAN 10:23 SAHATWAR BALLIA UP SARAN 10:24 SARAIYA MUZAFFARPUR BR SARAN 10:25 PAROO MUZAFFARPUR BR SARAN 10:26 PANAPUR MUZAFFARPUR BR SARAN 11:01 MADIYAHU JAUNPUR UP JAUNPUR 11:02 SIKRARA JAUNPUR UP JAUNPUR 11:03 KHUTHAN JAUNPUR UP JAUNPUR 11:04 JALALPUR JAUNPUR UP JAUNPUR 11:05 JESIS CHAURAHA JAUNPUR UP JAUNPUR 11:06 SHAHGANJ JAUNPUR UP JAUNPUR 11:07 BADALAPUR JAUNPUR UP JAUNPUR 11:08 SURAPUR SULTANPUR UP JAUNPUR 11:09 RAMPUR JAUNPUR UP JAUNPUR 11:10 NEWADIYA JAUNPUR UP JAUNPUR 11:11 BARSATHI JAUNPUR UP JAUNPUR 11:12 NAUPEDAWA JAUNPUR UP JAUNPUR 11:13 KERAKAT JAUNPUR UP JAUNPUR 11:14 MACHLISAHAR JAUNPUR UP JAUNPUR 11:15 MAHARAJGANJ JAUNPUR UP JAUNPUR 11:16 JANGHAI JAUNPUR UP JAUNPUR 11:17 MUGRABADSAHPUR JAUNPUR UP JAUNPUR 11:18 SUJANGANJ JAUNPUR UP JAUNPUR 11:19 MALHANI JAUNPUR UP JAUNPUR 11:20 BIBIGANJ JAUNPUR UP JAUNPUR 11:21 CHAURI BHADOHI UP JAUNPUR 11:22 GYANPUR BHADOHI UP JAUNPUR
116 Private & Confidential For Private Circulation Only
11:23 RAMESHWAR VARANASI UP JAUNPUR 11:24 SURIYAWAN BHADOHI UP JAUNPUR 12:01 LAHARATARA1 VARANASI UP CHANDAULI 12:03 SHIVPUR VARANASI UP CHANDAULI 12:06 AVALESHPUR VARANASI UP CHANDAULI 12:08 CHAUBEYPUR1 VARANASI UP CHANDAULI 12:09 CHOLAPUR VARANASI UP CHANDAULI 12:11 AKHARI VARANASI UP CHANDAULI 12:14 KURAUTA VARANASI UP CHANDAULI 12:18 ASHAPUR2 VARANASI UP CHANDAULI 12:19 CHAUBEYPUR2 VARANASI UP CHANDAULI 12:23 ADALPURA VARANASI UP CHANDAULI 12:25 ANAUNI GHAZIPUR UP CHANDAULI 12:26 BABURI CHANDAULI UP CHANDAULI 12:27 CHAHANIYA CHANDAULI UP CHANDAULI 12:28 DHANAPUR CHANDAULI UP CHANDAULI 12:29 MARUFPUR CHANDAULI UP CHANDAULI 12:33 SAIDPUR GHAZIPUR UP CHANDAULI 12:34 SAIDPUR-02 GHAZIPUR UP CHANDAULI 12:35 CHAKIA CHANDAULI UP CHANDAULI 12:36 JAMALPUR A MIRZAPUR UP CHANDAULI 12:37 SHAHABGANJ CHANDAULI UP CHANDAULI 12:38 ALINAGAR CHANDAULI UP CHANDAULI 12:39 NAIBASTI CHANDAULI UP CH ANDAULI 12:40 PADAW VARANASI UP CHANDAULI 12:41 RAMNAGAR VARANASI UP CHANDAULI 13:01 SAHJANWA GORAKHPUR UP GORAKHPUR 13:02 BARGADWA GORAKHPUR UP GORAKHPUR 13:03 CITY BRANCH GORAKHPUR UP GORAKHPUR 13:04 SONABARASA GORAKHPUR UP GORAKHPUR 13:05 BRAMHPUR GORAKHPUR UP GORAKHPUR 13:06 KHAJANI GORAKHPUR UP GORAKHPUR 13:07 KAUDIRAM GORAKHPUR UP GORAKHPUR 13:08 PIPRAICH GORAKHPUR UP GORAKHPUR 13:09 CHAURI CHAURA GORAKHPUR UP GORAKHPUR 13:10 BHATHAT GORAKHPUR UP GORAKHPUR 13:11 DOHARIGHAT MAU UP GORAKHPUR 13:13 SIKARIGANJ GORAKHPUR UP GORAKHPUR 13:14 SUKRAULI KUSHINAGAR UP GORAKHPUR 13:15 PATARA GORAKHPUR UP GORAKHPUR 13:18 BAITALPUR DEORIA UP GORAKHPUR 13:19 GAURI BAZAR DEORIA UP GORAKHPUR 13:20 RUDRAPUR DEORIA UP GORAKHPUR 13:21 PIPIGANJ GORAKHPUR UP GORAKHPUR 13:22 PARTAWAL MAHARAJGANJ UP GORAKHPUR
117 Private & Confidential For Private Circulation Only
13:23 GOLA GORAKHPUR UP GORAKHPUR 13:24 DHANI MAHARAJGANJ UP GORAKHPUR SIDDHARTH 13:25 LOTAN NAGAR UP GORAKHPUR 13:26 KOLUHUI BAZAR MAHARAJGANJ UP GORAKHPUR 14:01 PACHRUKHI SIWAN BR SIWAN 14:02 HASANPURA SIWAN BR SIWAN 14:03 BASANTPUR SIWAN BR SIWAN 14:04 MAIRWA SIWAN BR SIWAN 14:05 GUTHANI SIWAN BR SIWAN 14:07 MAHARAJGANJ SIWAN BR SIWAN 14:08 KHURMABAD SIWAN BR SIWAN 14:09 JI RADAI SIWAN BR SIWAN 14:10 BHAGAWANPUR SIWAN BR SIWAN 14:11 TARAWARA SIWAN BR SIWAN 14:12 ANDER SIWAN BR SIWAN 14:13 BARAHARIYA SIWAN BR SIWAN 14:14 JAMO SIWAN BR SIWAN 14:15 DUROUNDHA SIWAN BR SIWAN 14:19 EKMA SARAN BR SIWAN 14:20 BHATANI DEORIA UP SIWAN 14:21 SALEMPUR DEORIA UP SIWAN 14:22 BHATPAR DEORIA UP SIWAN 14:23 LAR TOWN DEORIA UP SIWAN 14:24 HATHUWA GOPALGANJ BR SIWAN 14:25 VIJAIPUR GOPALGANJ BR SIWAN 14:27 MAJHA GOPALGANJ BR SIWAN 14:28 HAZIYAPUR GOPALGANJ BR SIWAN 14:29 THAWE GOPALGANJ BR SIWAN 15:01 MADHUPUR SONEBHADRA UP SONEBHADRA 15:02 ROBERTSGANJ SONEBHADRA UP SONEBHADRA 15:03 RAMGARH SONEBHADRA UP SONEBHADRA 15:04 GHORAWAL SONEBHADRA UP SONEBHADRA 15:05 KARMA SONEBHADRA UP SONEBHADRA 15:06 SHAHGANJ SONEBHADRA UP SONEBHADRA 15:07 CHOPAN SONEBHADRA UP SONEBHADRA 15:08 VANEE SONEBHADRA UP SONEBHADRA 15:10 AHARAURA MIRZAPUR UP SONEBHADRA 15:11 ADALHAT MIRZAPUR UP SONEBHADRA 15:12 BHAWAN MIRZAPUR UP SONEBHADRA 15:13 DUDDHI SONEBHADRA UP SONEBHADRA 15:14 BABHANI SONEBHADRA UP SONEBHADRA 15:15 MYORPUR SONEBHADRA UP SONEBHADRA 15:16 KON SONEBHADRA UP SONEBHADRA 15:19 JIVNATHPUR CHANDAULI UP SONEBHADRA 15:20 KAILAHAT MIRZAPUR UP SONEBHADRA
118 Private & Confidential For Private Circulation Only
15:21 NARAYANPUR MIRZAPUR UP SONEBHADRA 15:27 OBERA SONEBHADRA UP SONEBHADRA 15:28 NAI BAJAR SONEBHADRA UP SONEBHADRA 15:29 BIJPUR SONEBHADRA UP SONEBHADRA 15:30 NAUGARH SONEBHADRA UP SONEBHADRA 16:01 RAM KOLA KUSHINAGAR UP KUSHINAGAR 16:02 PADRAUNA KUSHINAGAR UP KUSHINAGAR 16:03 KASAYA KUSHINAGAR UP KUSHINAGAR 16:04 FAJI NAGAR KUSHINAGAR UP KUSHINAGAR 16:05 TAMKUHI ROAD KUSHINAGAR UP KUSHINAGAR 16:06 DUDAHI KUSHINAGAR UP KUSHINAGAR 16:07 KUBERSTHAN KUSHINAGAR UP KUSHINAGAR 16:08 KAPTANGANJ KUSHINAGAR UP KUSHINAGAR 16:09 HATA KUSHINAGAR UP KUSHINAGAR 16:10 KOTWA KUSHINAGAR UP KUSHINAGAR 16:11 JATANHA KUSHINAGAR UP KUSHINAGAR 16:12 KHIDAKIYA KUSHINAGAR UP KUSHINAGAR 16:16 RAMPUR DEORIA UP KUSHINAGAR 16:17 BARHAJ DEORIA UP KUSHINAGAR 16:18 DESAHI DEORIA DEORIA UP KUSHINAGAR 16:21 BHALUANI DEORIA UP KUSHINAGAR 16:22 PATHERDEWA DEORIA UP KUSHINAGAR 16:23 SADAR DEORIA UP KUSHINAGAR 16:24 KHADDA KUSHINAGAR UP KUSHINAGAR 16:25 Salemgarh KUSHINAGAR UP KUSHINAGAR 16:26 BATHUAA GOPALGANJ BR KUSHINAGAR 16:27 KATEYA GOPALGANJ BR KUSHINAGAR 16:28 BHORE GOPALGANJ BR KUSHINAGAR 16:29 KUCHAYKOT GOPALGANJ BR KUSHINAGAR AMBEDKAR 17:01 SAHJADPUR NAGAR UP AMBEDKARNAGAR AMBEDKAR 17:02 MALIPUR NAGAR UP AMBEDKARNAGAR AMBEDKAR 17:05 RAMNAGAR NAGAR UP AMBEDKARNAGAR AMBEDKAR 17:06 MUBARAKPUR NAGAR UP AMBEDKARNAGAR AMBEDKAR 17:07 BARIYAWAN NAGAR UP AMBEDKARNAGAR 17:08 GOSHAIGANJ FAIZABAD UP AMBEDKARNAGAR AMBEDKAR 17:09 ILPHATGANJ NAGAR UP AMBEDKARNAGAR AMBEDKAR 17:10 MAHARUWA NAGAR UP AMBEDKARNAGAR 17:11 PURA BAZAR FAIZABAD UP AMBEDKARNAGAR 17:12 TARUN FAIZABAD UP AMBEDKARNAGAR AMBEDKAR 17:14 KATEHARY NAGAR UP AMBEDKARNAGAR
119 Private & Confidential For Private Circulation Only
17:15 DOSTPUR SULTANPUR UP AMBEDKARNAGAR 17:16 JAY SINGHPUR SULTANPUR UP AMBEDKARNAGAR 17:17 GUPTARGANJ SULTANPUR UP AMBEDKARNAGAR 17:18 HERINGTANGANJ FAIZABAD UP AMBEDKARNAGAR 17:19 BIKAPUR FAIZABAD UP AMBEDKARNAGAR 17:20 ENAYAT NAGAR FAIZABAD UP AMBEDKARNAGAR 17:21 KALAWARI BASTI UP AMBEDKARNAGAR 17:22 NAGAR BAJAR BASTI UP AMBEDKARNAGAR 17:23 KAPTANGANJ BASTI UP AMBEDKARNAGAR 17:24 CHHAWANI BASTI UP AMBEDKARNAGAR 17:25 NAWABGANJ GONDA UP AMBEDKARNAGAR 17:26 TARABGANJ GONDA UP AMBEDKARNAGAR 17:27 PARASHURAMPUR BASTI UP AMBEDKARNAGAR 18:01 KARWI CHITRAKOOT UP CHITRAKOOT 18:02 MANIKPUR CHITRAKOOT UP CHITRAKOOT 18:03 MAU CHITRAKOOT UP CHITRAKOOT 18:04 PAHADI CHITRAKOOT UP CHITRAKOOT 18:05 ATTRA BANDA UP CHITRAKOOT 18:06 NARAINI BANDA UP CHITRAKOOT 18:07 SHANKARGARH ALLAHABAD UP CHITRAKOOT 18:08 RAJAPUR CHITRAKOOT UP CHITRAKOOT 18:09 PASHCHIM SHARIRA KAUSHAMBI UP CHITRAKOOT 18:10 MAJHANPUR KAUSHAMBI UP CHITRAKOOT 18:11 SIRATHU KAUSHAMBI UP CHITRAKOOT 18:12 BANDA BANDA UP CHITRAKOOT 18:13 BABERU BANDA UP CHITRAKOOT 18:14 ORAN BANDA UP CHITRAKOOT 18:15 KAMASIN BANDA UP CHITRAKOOT 18:16 JASARA ALLAHABAD UP CHITRAKOOT 18:17 GHURPUR ALLAHABAD UP CHITRAKOOT 18:18 MURATGANJ KAUSHAMBI UP CHITRAKOOT 18:19 PURA MUFTI ALLAHABAD UP CHITRAKOOT 18:20 SARAI AKIL KAUSHAMBI UP CHITRAKOOT 18:21 KHURHAND BANDA UP CHITRAKOOT 18:22 TENDWARI BANDA UP CHITRAKOOT 18:24 DABHUARA REWA MP CHITRAKOOT 18:25 BARGARH CHITRAKOOT UP CHITRAKOOT 19:01 AMBIKAPUR SARGUJA CG SARGUJA 19:02 SURAJPUR SARGUJA CG SARGUJA 19:03 RAJPUR BALRAMPUR CG SARGUJA 19:04 BATAULI SARGUJA CG SARGUJA 19:05 BISHRAMPUR SARGUJA CG SARGUJA 19:06 LAKHANPUR SARGUJA CG SARGUJA 19:07 PRATAPPUR SURAJPUR CG SARGUJA 19:09 SITAPUR SARGUJA CG SARGUJA
120 Private & Confidential For Private Circulation Only
19:10 BHAIYATHAN SURAJPUR CG SARGUJA 19:11 RAMANUJNAGAR SURAJPUR CG SARGUJA 19:12 SHANKERGARH BALRAMPUR CG SARGUJA 19:13 BALRAMPUR BALRAMPUR CG SARGUJA 19:15 BARIYON BALRAMPUR CG SARGUJA 19:16 UDAYPUR SARGUJA CG SARGUJA 19:17 PREMNAGAR SURAJPUR CG SARGUJA 19:18 WADRAFNAGAR BALRAMPUR CG SARGUJA 19:19 LUNDRA SARGUJA CG SARGUJA 19:24 CHARCHA KORIYA CG SARGUJA 19:25 RAMANUJGANJ BALRAMPUR CG SARGUJA 19:26 GUTURMA SARGUJA CG SARGUJA 19:27 NAGPUR KORIYA CG SARGUJA 19:28 SONAWAL BALRAMPUR CG SARGUJA 19:29 BALANGI BALRAMPUR CG SARGUJA 19:30 KHADGAWAN KORIYA CG SARGUJA 20:01 AURANGABAD AURANGABAD BR AURANGABAD 20:02 OBRA AURANGABAD BR AURANGABAD 20:03 DAUDNAGAR AURANGABAD BR AURANGABAD 20:04 AMBA AURANGABAD BR AURANGABAD 20:05 RAFIGANJ AURANGABAD BR AURANGABAD 20:06 HUSPURA AURANGABAD BR AURANGABAD 20:07 KARPI ARWAL BR AURANGABAD 20:08 ARWAL ARWAL BR AURANGABAD 20:09 NAVINAGAR AURANGABAD BR AURANGABAD 20:10 GOHE AURANGABAD BR AURANGABAD 20:11 MADANPUR AURANGABAD BR AURANGABAD 20:12 SERGHATI GAYA BR AURANGABAD 20:13 GURUVA GAYA BR AURANGABAD 20:14 DOBHI GAYA BR AURANGABAD 20:15 GURARU GAYA BR AURANGABAD 20:16 BANKEY BAZAR GAYA BR AURANGABAD 20:17 RANIGANJ GAYA BR AURANGABAD 20:18 HAIDAR NAGAR PALAMU JH AURANGABAD 20:19 KONCH GAYA BR AURANGABAD 20:20 KURTHA ARWAL BR AURANGABAD 20:21 HUNTERGANJ AURANGABAD BR AURANGABAD 20:22 PRATAPPUR AURANGABAD BR AURANGABAD 20:23 BODHGAYA AURANGABAD BR AURANGABAD 20:24 DUMARI YA GAYA BR AURANGABAD 21:01 DAMODARPUR MUZAFFARPUR BR MUZAFFARPUR 21:02 KARJA MUZAFFARPUR BR MUZAFFARPUR 21:06 MOTIPUR MUZAFFARPUR BR MUZAFFARPUR 21:07 MURUAL MUZAFFARPUR BR MUZAFFARPUR 21:08 SARFUDDINPUR MUZAFFARPUR BR MUZAFFARPUR
121 Private & Confidential For Private Circulation Only
21:09 PEAR MUZAFFARPUR BR MUZAFFARPUR 21:10 MINAPUR MUZAFFARPUR BR MUZAFFARPUR 21:11 KURHANI MUZAFFARPUR BR MUZAFFARPUR 21:12 BOCHAHAN MUZAFFARPUR BR MUZAFFARPUR 21:13 PHULWARIYA MUZAFFARPUR BR MUZAFFARPUR 21:14 DEWARIYA MUZAFFARPUR BR MUZAFFARPUR 21:15 BHUSARA MUZAFFARPUR BR MUZAFFARPUR 21:16 SAKARI SARAIYA MUZAFFARPUR BR MUZAFFARPUR 21:17 MAHANTH MANIYARI MUZAFFARPUR BR MUZAFFARPUR 21:18 GORAUL VAISHALI BR MUZAFFARPUR 21:19 JHAPAHA MUZAFFARPUR BR MUZAFFARPUR 21:20 PATEPUR MUZAF FARPUR BR MUZAFFARPUR 21:21 BELSAR VAISHALI BR MUZAFFARPUR 21:22 RUNNISAIDPUR SITAMARHI BR MUZAFFARPUR 21:23 BARUARI MUZAFFARPUR BR MUZAFFARPUR 21:25 HANUMAN NAGAR DARBHANGA BR MUZAFFARPUR 21:26 BHARWADA DARBHANGA BR MUZAFFARPUR 21:27 HAYAGHAT DARBHANGA BR MUZAFFARPUR 21:28 JALLE DARBHANGA BR MUZAFFARPUR 22:07 BAIKUNTHPUR GOPALGANJ BR EAST CHAMPARAN 22:11 MUHAMMADPUR GOPALGANJ BR EAST CHAMPARAN EAST 22:13 KESHRIYA CHAMPARAN BR EAST CHAMPARAN EAST 22:14 PIPARA CHAMPARAN BR EAST CHAMPARAN EAST 22:15 KOTAWA CHAMPARAN BR EAST CHAMPARAN EAST 22:16 TURKAULIYA CHAMPARAN BR EAST CHAMPARAN EAST 22:17 ARERAJ CHAMPARAN BR EAST CHAMPARAN EAST 22:18 SANGRAMPUR CHAMPARAN BR EAST CHAMPARAN WEST 22:19 NAUTAN CHAMPARAN BR EAST CHAMPARAN WEST 22:20 JAGDISHPUR CHAMPARAN BR EAST CHAMPARAN 22:21 RAJAWADA CHAUK MUZAFFARPUR BR EAST CHAMPARAN 22:22 MEHASI MOTIHARI BR EAST CHAMPARAN EAST 22:23 PACHPAKADI CHAMPARAN BR EAST CHAMPARAN EAST 22:24 PHENHARA CHAMPARAN BR EAST CHAMPARAN EAST 22:25 CHIRAIYA CHAMPARAN BR EAST CHAMPARAN EAST 22:26 GHODASAHAN CHAMPARAN BR EAST CHAMPARAN EAST 22:27 MAJHAULIA CHAMPARAN BR EAST CHAMPARAN
122 Private & Confidential For Private Circulation Only
EAST 22:28 RAMGARHWA CHAMPARAN BR EAST CHAMPARAN EAST 22:30 ADAPUR CHAMPARAN BR EAST CHAMPARAN EAST 22:31 PAKADI DAYAL CHAMPARAN BR EAST CHAMPARAN EAST 22:32 JOGAPATTI CHAMPARAN BR EAST CHAMPARAN WEST 22:33 RAMNAGAR CHAMPARAN BR EAST CHAMPARAN WEST 22:34 CHANPATIA CHAMPARAN BR EAST CHAMPARAN 22:35 BARAULI GOPALGANJ BR EAST CH AMPARAN 23:01 KELPURA TIKAMGARH MP TIKAMGARH 23:03 BAINDRI TIKAMGARH MP TIKAMGARH 23:04 JATARA TIKAMGARH MP TIKAMGARH 23:05 ANNANTPUR TIKAMGARH MP TIKAMGARH 23:06 SIMARA TIKAMGARH MP TIKAMGARH 23:07 MADIYA TIKAMGARH MP TIKAMGARH 23:08 TILA TIKAMGARH MP TIKAMGARH RANIPURA 23:12 HARPALPUR CHHATARPUR MP TIKAMGARH 23:13 RANIPURA JHANSI UP TIKAMGARH 23:14 MAHRONI LALITPUR UP TIKAMGARH 23:15 MADAWARA LALITPUR UP TIKAMGARH 23:16 BADAGAON SAGAR MP TIKAMGARH 23:17 NOWGONG CHHATARPUR MP TIKAMGARH 23:18 BAR LALITPUR UP TIKAMGARH 23:19 BIJAWAR CHHATARPUR MP TIKAMGARH 23:20 BADA MALHERA CHHATARPUR MP TIKAMGARH 23:21 BIRDHA LALITPUR UP TIKAMGARH 23:22 JAKHAURA LALITPUR UP TIKAMGARH 23:23 BUXWAHA CHHATARPUR MP TIKAMGARH 23:24 TALVEHAT LALITPUR UP TIKAMGARH 23:25 BABINA LALITPUR UP TIKAMGARH 23:27 CHANDERI ASHOK NAGAR MP TIKAMGARH 23:28 ISANAGAR CHHATARPUR MP TIKAMGARH 23:29 LALITPUR LALITPUR UP TIKAMGARH BENDHERBHADRA 24:01 KUNKURI JASHPUR CG JASHPUR 24:02 KANSABEL JASHPUR CG JASHPUR 24:03 PHARSABAHAR JASHPUR CG JASHPUR 24:04 NARAYANPUR JASHPUR CG JASHPUR GAMHARIYA 24:05 JASHPUR JASHPUR CG JASHPUR 24:06 DULDULA JASHPUR CG JASHPUR 24:07 MANORA JASHPUR CG JASHPUR 24:08 LODAM JASHPUR CG JASHPUR
123 Private & Confidential For Private Circulation Only
24:09 GANJIADIH (KOTBA) JASHPUR CG JASHPUR 24:10 SANNA JASHPUR CG JASHPUR 24:11 TAPKARA JASHPUR CG JASHPUR 24:12 RAIDIH GUMLA JH JASHPUR 24:20 BHARNO JASHPUR CG JASHPUR 24:21 GHAGHARA JASHPUR CG JASHPUR 24:22 SENHA JASHPUR CG JASHPUR 24:23 KUSUMI BALRAMPUR CG JASHPUR 24:24 BAGICHA JASHPUR CG JASHPUR 24:25 PATHALGAON JASHPUR CG JASHPUR 24:26 SISAI JASHPUR CG JASHPUR 25:01 GARHWA GARHWA JH GARHWA JHALUA PIPRA 25:02 KHURD GARHWA JH GARHWA 25:03 MERAL GARHWA JH GARHWA 25:04 RAMNA GARHWA JH GARHWA 25:05 BISHUNPURA GARHWA JH GARHWA 25:06 NAGAR UNTARI GARHWA JH GARHWA 25:07 BHAWANATHPUR GARHWA JH GARHWA 25:08 PANDU PALAMU JH GARHWA 25:09 DHURAKI GARHWA JH GARHWA 25:10 RANKA GARHWA JH GARHWA 25:11 MANIKA LATEHAR JH GARHWA 25:12 LATEHAR LATEHAR JH GARHWA 25:13 PANKI PALAMU JH GARHWA 25:14 PATAN PALAMU JH GARHWA 25:15 HARIHARGANJ PALAMU JH GARHWA 25:16 PANDWA PALAMU JH GARHWA 25:17 LESLIGANJ PALAMU JH GARHWA 25:18 SHAHPUR PALAMU JH GARHWA 25:19 MEDANI NAGAR PALAMU JH GARHWA 25:20 SATBARWA PALAMU JH GARHWA 25:21 TARAHSI PALAMU JH GARHWA 25:22 CHATTARPUR PALAMU JH GARHWA 25:23 NAWDIHA BAZAR PALAMU JH GARHWA 25:25 MAJHIAON GARHWA JH GARHWA 26:01 MOHANGANJ PRATAPGARH UP PRATAPGARH&FATEHPUR 26:02 BAGHRAI PRATAPGARH UP PRATAPGARH&FATEHPUR 26:03 ALAPUR PRATAPGARH UP PRATAPGARH&FATEHPUR 26:04 BABUGANJ PRATAPGARH UP PRATAPGARH&FATEHPUR 26:05 DELHUPUR PRATAPGARH UP PRATAPGARH&FATEHPUR 26:06 CHILBILA PRATAPGARH UP PRATAPGARH&FATEHPUR 26:07 JAMTALI PRATAPGARH UP PRATAPGARH&FATEHPUR 26:08 BBUGANJ KUNDA PRATAPGARH UP PRATAPGARH&FATEHPUR 26:09 RANIGANJ KAITHOLA PRATAPGARH UP PRATAPGARH&FATEHPUR 26:10 JAGATPUR RAEBARELI UP PRATAPGARH&FATEHPUR
124 Private & Confidential For Private Circulation Only
26:11 BHADAR SULTANPUR UP PRATAPGARH&FATEHPUR 26:12 MUNSHIGANJ AMETHI UP PRATAPGARH&FATEHPUR 26:13 MALWAN FATEHPUR UP PRATAPGARH&FATEHPUR 26:14 GHAZIPUR FATEHPUR UP PRATAPGARH&FATEHPUR 26:15 BAKEWAR FATEHPUR UP PRATAPGARH&FATEHPUR 26:16 AMAULI FATEHPUR UP PRATAPGARH&FATEHPUR 26:17 CHIWALAHA FATEHPUR UP PRATAPGARH&FATEHPUR 26:18 ASOTHER FATEHPUR UP PRATAPGARH&FATEHPUR 26:19 HASWA FATEHPUR UP PRATAPGARH&FATEHPUR 26:20 KHAKHERU FATEHPUR UP PRATAPGARH&FATEHPUR KANPUR 26:21 PATARA NAGAR UP PRATAPGARH&FATEHPUR 26:22 JONIHA FATEHPUR UP PRATAPGARH&FATEHPUR 26:23 HUSAINGANJ FATEHPUR UP PRATAPGARH&FATEHPUR 26:25 AUNG FATEHPUR UP PRATAPGARH&FATEHPUR 28:10 PATHARIA MUNGELI CG BILASPUR 28:11 NARAYANPUR BEMETARA CG BILASPUR 28:12 NAWAGARH BEMETARA CG BILASPUR JANJGIR- 28:13 MULMULA CHAMPA CG BILASPUR JANJGIR- 28:14 BALODA CHAMPA CG BILASPUR 28:15 BELGAHANA BILASPUR CG BILASPUR 28:16 MANGALA BILASPUR CG BILASPUR 28:17 BILHA BILASPUR CG BILASPUR 28:18 TAKHATPUR BILASPUR CG BILASPUR 28:19 PENDRA BILASPUR CG BILASPUR 28:20 MUNGELI MUNGELI CG BILASPUR 28:21 LORMI MUNGELI CG BILASPUR 28:22 PALI KORBA CG BILASPUR 28:23 URAGA KORBA CG BILASPUR 28:24 KATGHORA KORBA CG BILASPUR 28:27 MARWAHI BILASPUR CG BILASPUR 28:28 PASHAN KORBA CG BILASPUR 28:29 BODLA KAWARDHA CG BILASPUR 28:30 PANDARIYA KAWARDHA CG BILASPUR 28:31 RATANPUR BILASPUR CG BILASPUR 29:01 JARIYA HAMIRPUR UP HAMIRPUR 29:02 BHARUA SUMERPUR HAMIRPUR UP HAMIRPUR 29:03 MAUDAHA HAMIRPUR UP HAMIRPUR 29:04 MUSKARA HAMIRPUR UP HAMIRPUR 29:05 BIWAR HAMIRPUR UP HAMIRPUR 29:06 BABINA JALAUN UP HAMIRPUR 29:07 KURARA HAMIRPUR UP HAMIRPUR 29:08 RATH HAMIRPUR UP HAMIRPUR 29:09 PANWARI MAHOBA UP HAMIRPUR
125 Private & Confidential For Private Circulation Only
29:10 SRINAGAR MAHOBA UP HAMIRPUR 29:11 BELATAL MAHOBA UP HAMIRPUR 29:12 CHARKHARI HAMIRPUR UP HAMIRPUR 29:13 KABARAI MAHOBA UP HAMIRPUR 29:14 NYAMATPUR JALAUN UP HAMIRPUR 29:15 KUTHOND JALAUN UP HAMIRPUR 29:16 JALAUN JALAUN UP HAMIRPUR 29:17 ORAI JALAUN UP HAMIRPUR 29:18 KONCH JALAUN UP HAMIRPUR 29:19 AIT JALAUN UP HAMIRPUR 29:20 ERACH JHANSI UP HAMIRPUR 29:21 MADHAUGARH JALAUN UP HAMIRPUR 29:22 SAMTHAR JHANSI UP HAMIRPUR 29:23 TAHRAULI JHANSI UP HAMIRPUR 29:24 GURSARAY JHANSI UP HAMIRPUR 30:01 BARKAGAON HAZARIBAGH JH HAZARIBAGH 30:02 SARIYA GIRIDIH JH HAZARIBAGH 30:03 ITKHORI CHATRA JH HAZARIBAGH 30:04 MANDU RAMGARH JH HAZARIBAGH 30:05 KATKAMSANDI HAZARIBAGH JH HAZARIBAGH 30:06 BARHI HAZARIBAGH JH HAZARIBAGH 30:07 HAZARI BAGH HAZARIBAGH JH HAZARIBAGH 30:08 JHUMARI TILAIYA HAZARIBAGH JH HAZARIBAGH 30:09 SIMIRIYA HAZARIBAGH JH HAZARIBAGH 30:10 BAGODAR GIRIDIH JH HAZARIBAGH 30:11 RAMGARH RAMGARH JH HAZARIBAGH 30:12 TANDWA CHATRA JH HAZARIBAGH 30:13 BALUMATH LATEHAR JH HAZARIBAGH 30:14 CHANDAWA LATEHAR JH HAZARIBAGH 30:15 CHATRA CHATRA JH HAZARIBAGH 30:16 FATEHPUR GAYA BR HAZARIBAGH 30:17 GOLA RAMGARH JH HAZARIBAGH 30:18 HERHANJGANJ LATEHAR JH HAZARIBAGH 30:19 LAWALAUN CHATRA JH HAZARIBAGH 30:21 NAWALSAHI KODERMA JH HAZARIBAGH 30:22 PATARATU RAMGARH JH HAZARIBAGH 30:23 RAJAULI NAWADA BR HAZARIBAGH 30:24 RAJPUR CHATRA JH HAZARIBAGH 31:01 ALINAGAR DARBHANGA BR SITAMARHI&DARBHANGA 31:02 BHUTAHI SITAMARHI BR SITAMARHI&DARBHANGA 31:03 SURSAND SITAMARHI BR SITAMARHI&DARBHANGA 31:04 TARIYANI SHEOHAR BR SITAMARHI&DARBHANGA 31:05 RIGA SITAMARHI BR SITAMARHI&DARBHANGA 31:06 MANIGACCHI DARBHANGA BR SITAMARHI&DARBHANGA 31:07 BISFI MADHUBANI BR SITAMARHI&DARBHANGA
126 Private & Confidential For Private Circulation Only
31:08 BANKATTA MADHUBANI BR SITAMARHI&DARBHANGA 31:09 RAIYAM DARBHANGA BR SITAMARHI&DARBHANGA 31:10 RAJ NAGAR MADHUBANI BR SITAMARHI&DARBHANGA 31:11 SUPAUL DARBHANGA BR SITAMARHI&DARBHANGA 31:12 RATWARA SITAMARHI BR SITAMARHI&DARBHANGA 31:13 PARIHAR SITAMARHI BR SITAMARHI&DARBHANGA 31:14 KALUAHI SITAMARHI BR SITAMARHI&DARBHANGA 31:15 BAZPATTI SITAMARHI BR SITAMARHI&DARBHANGA 31:16 AURAI SITAMARHI BR SITAMARHI&DARBHANGA 31:17 MADHEPUR SITAMARHI BR SITAMARHI&DARBHANGA 31:18 BELSAND SITAMARHI BR SITAMARHI&DARBHANGA 31:19 ANDHRAHTHARHI MADHUBANI BR SITAMARHI&DARBHANGA 31:20 BASOPATTI MADHUBANI BR SITAMARHI&DARBHANGA 31:21 JAINAGAR MADHUBANI BR SITAMARHI&DARBHANGA 31:22 KHUTAUNA MADHUBANI BR SITAMARHI&DARBHANGA 31:23 PHULPARAS MADHUBANI BR SITAMARHI&DARBHANGA 31:24 SAHARGHAT MADHUBANI BR SITAMARHI&DARBHANGA 32:01 BENGABAD GIRIDIH JH GIRIDIH 32:02 BIRNI GIRIDIH JH GIRIDIH 32:03 CHAKAI JAMUI BR GIRIDIH 32:04 DEORI GIRIDIH JH GIRIDIH 32:05 DUMRI GIRIDIH JH GIRIDIH 32:06 GANDE GIRIDIH JH GIRIDIH 32:07 GAWAN GIRIDIH JH GIRIDIH 32:08 GIRIDIH GIRIDIH JH GIRIDIH 32:09 JAMUA GIRIDIH JH GIRIDIH 32:10 PIRTAND GIRIDIH JH GIRIDIH 32:11 RAJDHANWAR GIRIDIH JH GIRIDIH 32:12 TISRI GIRIDIH JH GIRIDIH 33:01 RAMPUR BAGHELA SATNA MP SATNA 33:02 NAGOD SATNA MP SATNA 33:03 KOTHI SATNA MP SATNA 33:04 UNCHAHARA SATNA MP SATNA 33:05 RAMNAGAR SATNA MP SATNA 33:06 SEMARIYA SIRMAUR MP SATNA 33:07 GUNNOR PANNA MP SATNA 33:08 DEVENDRANGAR PANNA MP SATNA 33:09 SALEHA PANNA MP SATNA 33:10 PAWAI PANNA MP SATNA 33:11 AMANGANJ PANNA MP SATNA 33:12 Babupur PANNA MP SATNA 34:01 BARAMKELA RAIGARH CG RAIGARH 34:02 BIRRA RAIGARH CG RAIGARH 34:04 DHARAMJAIGARH RAIGARH CG RAIGARH 34:05 GHARGHODA RAIGARH CG RAIGARH
127 Private & Confidential For Private Circulation Only
34:06 KHARSIA RAIGARH CG RAIGARH 34:07 LELUNGA RAIGARH CG RAIGARH 34:08 PUSAUR RAIGARH CG RAIGARH 34:09 SARANGARH RAIGARH CG RAIGARH 34:10 SHAKTI RAIGARH CG RAIGARH
128