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INFORMATION MEMORANDUM Svatantra Microfin Private Limited A

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INFORMATION MEMORANDUM Svatantra Microfin Private Limited A Information Memorandum dated March 26, 2021 Private & Confidential For Private Circulation Only (This Information Memorandum is neither a prospectus nor a statement in lieu of a prospectus) INFORMATION MEMORANDUM Svatantra Microfin Private Limited A private limited company incorporated under the Companies Act, 1956 Date of Incorporation: 17/02/2012 Registered Office: 20th Floor, Sunshine Towers, Senapati Bapat Marg, Elphinstone Road (W), Mumbai - 400 013, Maharashtra, India Telephone No.: + 91 22 6141 5900 Website: https://svatantramicrofin.com/ Information Memorandum dated March 26, 2021 for issue of Debentures on a private placement basis Issue of 600 (six hundred) rated, listed, unsecured, taxable, redeemable, subordinated, transferable, non-convertible debentures of the face value of INR 10,00,000 (Indian Rupees Ten Lakh) each and aggregating to INR 60,00,00,000 (Indian Rupees Sixty Crore) on a private placement basis (the “Issue”). Background This information memorandum ("Information Memorandum" or "Disclosure Document") is related to the Debentures (as defined below) to be issued by Svatantra Microfin Private Limited (the “Issuer” or "Svatantra" or “Company”) 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 April 19, 2019 under Section 180(1)(c) of the Act (as defined below), and the Board of Directors of the Issuer on February 4, 2021 read together with the resolution of the borrowing committee of the board of directors of the Company passed at its meeting held on March 23, 2021, and the Memorandum and Articles of Association of the Company. Pursuant to the resolution passed by the Company’s shareholders dated April 19, 2019 in accordance with provisions of the Companies Act, 2013, the Company has been authorised to borrow, upon such terms and conditions as the Board may think fit up to the threshold mentioned therein. The present issue of NCDs (as defined below) in terms of this Information Memorandum is within the overall powers of the Board. 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 Information Memorandum. This Information Memorandum has not been submitted, cleared or approved by SEBI. 1 Information Memorandum dated March 26, 2021 Private & Confidential For Private Circulation Only (This Information Memorandum is neither a prospectus nor a statement in lieu of a prospectus) 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 CRISIL Limited (“Rating Agency”/ “CRISIL”). The Rating Agency has, vide its letter dated March 12, 2021 assigned a rating of “CRISIL A+/Stable” 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 II of this Information Memorandum for the letter dated March 12, 2021 from the Rating Agency assigning the credit rating above mentioned and disclosing the rating rationale adopted for the aforesaid rating. Issue Schedule Issue/ Bid Opening Date: March 26, 2021 Issue/ Bid Closing Date: March 26, 2021 Pay-in Date: March 30, 2021 Deemed Date of Allotment: March 30, 2021 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 Business Day from the Issue Opening Date to the Issue Closing Date (both days inclusive). The Debentures are proposed to be listed on the wholesale debt market segment of the Stock Exchange (as defined below) within 4 (four) Business Days from the date of closure of the issue for the Debentures. Registrar & Transfer Agent Debenture Trustee Adroit Corporate Services Pvt. Catalyst Trusteeship Limited Limited Address: 19/20, Jaferbhoy Industrial Address: Windsor, 6th Floor, Estate1st floor, Makawana Road, Marol Office No. 604, C.S.T. Road, Naka Mumbai 400 059 Kalina, Santacruz (East), Phone No.: 022 2859 4442 Mumbai - 400098, India Phone No.: 022 4922 0555 2 Information Memorandum dated March 26, 2021 Private & Confidential For Private Circulation Only (This Information Memorandum is neither a prospectus nor a statement in lieu of a prospectus) TABLE OF CONTENTS SECTION 1: DEFINITIONS AND ABBREVIATIONS 4 SECTION 2: NOTICE TO INVESTORS AND DISCLAIMERS 13 SECTION 3: RISK FACTORS 16 SECTION 4: FINANCIAL STATEMENTS 21 SECTION 5: REGULATORY DISCLOSURES 233 SECTION 6: DISCLOSURES PERTAINING TO WILFUL DEFAULT 666 SECTION 7: TRANSACTION DOCUMENTS AND KEY TERMS 67 SECTION 8: OTHER INFORMATION AND APPLICATION PROCESS 877 SECTION 9: DECLARATION 967 ANNEXURE I: TERM SHEET 988 ANNEXURE II: RATING LETTER & RATING RATIONALE 107 ANNEXURE III: CONSENT LETTER FROM THE DEBENTURE TRUSTEE 120 ANNEXURE IV: LAST AUDITED FINANCIAL STATEMENTS 122 ANNEXURE V: ILLUSTRATION OF BOND CASH FLOWS 138 ANNEXURE VI: DIRECTORSHP DETAILS 137 ANNEXURE VII: APPLICATION FORM 144 ANNEXURE VIII: BOARD RESOLUTION, COMMITTEE RESOLUTION AND SHAREHOLDERS RESOLUTIONS 148 3 Information Memorandum dated March 26, 2021 Private & Confidential For Private Circulation Only (This Information Memorandum is neither a prospectus nor a statement in lieu of a prospectus) 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. Act/Companies Act means the Companies Act, 2013, and shall include any re-enactment, amendment or modification of the Companies Act, 2013, as in effect from time to time. Allot/Allotment/Allotted unless the context otherwise requires or implies, the allotment of the Debentures pursuant to this Issue. Aditya Birla Group means the Aditya Birla group of companies (determined in accordance with Applicable Accounting Standards). Applicable Accounting means the generally accepted accounting principles as prescribed by Standards the Institute of Chartered Accountants of India from time to time and consistently applied by the Issuer, and includes Indian Accounting Standards (IND-AS). Applicable Law means all applicable statutes, enactments or acts of any legislative body in India, laws, ordinances, rules, bye-laws, regulations, notifications, guidelines, policies, directions, directives and orders of any Governmental Authority and any modifications or re-enactments thereof. Applicant means a person who has submitted a completed Application Form to the Issuer. Application Form means the application form prescribed in this Information Memorandum and used by the recipient of this Disclosure Document and/or the Private Placement Offer cum Application Letter(s), to apply for subscription to the Debentures, which is annexed to this Information Memorandum as Annexure VII. Application Money means the subscription amounts paid by the Debenture Holders at the time of submitting the Application Form Assets means, for any date of determination, the assets of the Issuer on such date as the same would be determined in accordance with the Applicable Accounting Standards. Beneficial Owner(s) means the holder(s) of the Debentures in dematerialised form whose name(s) are recorded as such with the Depository in the Register of Beneficial Owners. Board/Board of Directors The Board of Directors of the Issuer. BSE means BSE Limited Business Day means any day (other than a Sunday or a public holiday under Section 25 of the Negotiable Instruments Act, 1881) on which money markets are open for general business in Mumbai, India. CDSL Central Depository Services (India) Limited. Change of Control means the shareholders of the Issuer (as on the Effective Date) ceasing to: (a) have the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to: (i) cast, or control the casting of, more than 51% (fifty one percent) of the shareholding (on a fully diluted basis) of the
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