August 19, 2020 INFORMATION MEMORANDUM SVATANTRA
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August 19, 2020 INFORMATION MEMORANDUM SVATANTRA MICROFIN PRIVATE LIMITED A private limited company incorporated under the Companies Act, 2013 Date of Incorporation: February 17, 2012 Registered Office: Level 20, Sunshine Tower, Senapati Bapat Marg, Elphinstone Road, Mumbai – 400 013; Telephone No.: 022 61415900 E-mail: [email protected] Website: www.svatantramicrofin.com INFORMATION MEMORANDUM UNDER COMPANIES ACT, 2013, SCHEDULE I OF SEBI (ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008 ("SEBI DEBT LISTING REGULATIONS"), AS AMENDED FROM TIME TO TIME Issue of 250 (Two Hundred and Fifty) Rated, Listed, Senior, Secured, Redeemable, Taxable, Non-Convertible Debentures, each having a face value of Rs. 10,00,000/- (Indian Rupees Ten Lakh), aggregating up to Rs. 25,00,00,000/- (Indian Rupees Twenty-Five Crore) issued on a fully paid basis and on a private placement basis (the “Issue”) Dated: August 19, 2020 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 “Company” or "Svatantra") 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 authorized by the Issuer through resolutions of the shareholders under Section 180(1)(c) and 180(1)(a) of the Act (as defined below) dated April 19, 2019 and the resolution of the borrowing committee of the Board of Directors dated August 17, 2020 read with the resolution passed by the board of directors of the Issuer on May 30, 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. General Risks: Investment in debt and debt related securities involve a degree of risk and Investors (as defined below) 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 in Section 3 of this Information Memorandum. This Information Memorandum has not been submitted, cleared or approved by SEBI. Issuer’s Absolute Responsibility: The Issuer, having made all reasonable inquiries, confirms and represents that the information contained in this Information Memorandum 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 Information Memorandum 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(s) dated August 13, 2020 assigned a rating of “CRISIL A+” (pronounced as “CRISIL 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 V of this Information Memorandum for the letter(s) dated August 13, 2020 from the Rating Agency assigning the credit rating abovementioned. Issue Schedule Issue opens on: August 19, 2020 Issue closing on: August 19, 2020 Deemed date of allotment: August 20, 2020 The Issuer reserves the right to change the Issue Schedule including the Deemed Date of Allotment (as defined below) 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. Debenture Trustee Registrar and Transfer Agent Vistra ITCL (India) Limited Adroit Corporate Services Private Limited The IL&FS Financial Center Plot No. C–22, G Block, 7th Floor, 19/20, 1st floor. Plot No. 639, Makwana Road, Bandra Kurla Complex Bandra (East), Marol, Information Memorandum Private & Confidential Date: August 19, 2020 For Private Circulation Only (This Information Memorandum is neither a prospectus nor a statement in lieu of a prospectus) Mumbai 400051 Andheri (East), Tel.: +91 22 2659 3535, Fax: +91 22 2653 3297 Mumbai-400 059 Email: [email protected] Tel: +91-22-4227 0400 Website: http://www.vistraitcl.com/ Email: [email protected] TABLE OF CONTENTS SECTION 1: DEFINITIONS AND ABBREVIATIONS 3 SECTION 2: NOTICE TO INVESTORS AND DISCLAIMERS 10 SECTION 3: RISK FACTORS 13 SECTION 4: FINANCIAL STATEMENTS 17 SECTION 5: REGULATORY DISCLOSURES 18 SECTION 6: DISCLOSURES PERTAINING TO WILFUL DEFAULT 41 SECTION 7: TRANSACTION DOCUMENTS 42 SECTION 8: OTHER INFORMATION AND APPLICATION PROCESS 60 SECTION 9: DECLARATION 68 ANNEXURE I: TERM SHEET 69 ANNEXURE II: CONSENT LETTER FROM THE DEBENTURE TRUSTEE 70 ANNEXURE III: APPLICATION FORM 71 ANNEXURE IV: ILLUSTRATION OF BOND CASH FLOWS 74 ANNEXURE V : RATING LETTER FROM RATING AGENCY 75 ANNEXURE VI: Directorship Details 76 ANNEXURE VII: AUDITED FINANCIAL STATEMENTS FOR THE LAST 3 FINANCIAL YEARS 79 ANNEXURE VIII: BOARD RESOLUTION AND COMMITTEE RESOLUTION 94 ANNEXURE IX: SHAREHOLDERS' RESOLUTION 100 2 Information Memorandum Private & Confidential Date: August 19, 2020 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 Act, as in effect from time to time. Allot/Allotment/Allotted The allotment of the Debentures pursuant to this Issue. 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 will submit a completed Application Form to the Company in relation to the Debentures in accordance with this Information Memorandum Application Form Means the form used by the recipient of this Information Memorandum, to apply for subscription to the Debentures, which is in the form annexed to this Information Memorandum and marked as Annexure III. Application Money Means the subscription amounts paid by the Applicants at the time of submitting the Application Form Assets means, for any date of determination, the assets of the Company on such date as the same would be determined in accordance with Indian GAAP. Beneficial Owner(s) means the holder(s) of the Debentures in dematerialized form whose name(s) is/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 the BSE Limited Business Day means a day (a) that is not a Saturday, a Sunday or a public holiday for the purpose of Section 25 of the Negotiable Instruments Act, 1881, and (b) on which banks are normally open for business in Mumbai, India. Capital Adequacy Ratio Means the capital adequacy ratio determined in accordance with the NBFC Directions. CDSL Means Central Depository Services (India) Limited CERSAI Means Central Registry of Securitisation Asset Reconstruction and Security Interest of India Client Loan Means each loan made by the Issuer as a lender Charged Receivables has the meaning given to it in Section 7.2 of this Information Memorandum. CITES means the Convention on International Trade in Endangered Species or Wild Fauna and Flora, including the protected flora and faunae as demonstrated on the website: www.cites.org. Conditions Precedent Means the conditions precedent set out in Section 5.29 of this Information Memorandum Conditions Subsequent Means the conditions subsequent set out in Section 5.29 of this Information Memorandum Company/Issuer/Svatantra Svatantra Microfin Private Limited Control has the meaning given to it in the Act Constitutional Documents means the certificate of incorporation of the Company, the memorandum of association of the Company, the articles of association of the Company and the certificate of registration issued by the Supervisory Authorities to the Company. Debentures/NCDs Means the 250 (two hundred and fifty) rated, listed, senior, secured, redeemable, taxable, non-convertible debentures denominated in Indian Rupees ("INR") each having a face value of INR 10,00,000 (Indian Rupees Ten Lakh) aggregating to a face value of INR 25,00,00,000 (Indian Rupees Twenty Five Crore).