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Muthoot Vehicle & Asset Finance Limited 1 Prospectus February 18, 2020 MUTHOOT VEHICLE & ASSET FINANCE LIMITED Our Company was incorporated as ‘Muthoot Leasing and Finance Limited’ at Kochi as a public limited company pursuant to a certificate of incorporation dated June 8, 1992 from the Registrar of Companies, Kerala and received a certificate of commencement of business dated July 15, 1992. Subsequently, vide a resolution dated September 10, 2008 our Company’s name was changed to Muthoot Vehicle & Asset Finance Limited and we received a certificate of incorporation dated September 18, 2008 from the Registrar of Companies, Kerala and Lakshadweep. Our Company obtained a certificate of registration dated November 30, 1998 (bearing no. 16.00042) issued by the RBI to carry on the activities of a deposit taking non-banking financial company (NBFC) under section 45 IA of the RBI Act, 1934, which was renewed on 20 March 2007 (bearing no. 16.00042) and, subsequently, on change of our Company’s name on October 3, 2008 a fresh certificate bearing no. A-16.00042 was issued to our Company. Our Company is presently classified as a NBFC – investment and credit company (NBFC-ICC). For further details, please refer to the chapter ‘History and Certain Corporate Matters’ on page 129. Registered Office: Muthoot Chambers, opp. Saritha Theatre, Banerji Road, Kochi, Ernakulam - 682 018, Kerala, India; Tel: +91 (484) 239 6478; Fax: +91 (484) 239 6506; Corporate Office: 5th and 6th Floor Midhun Tower, K P Vallon Road, Kadavanthra, Ernakulam – 682020, Kerala, India; Tel: + 91 75938 64404 Corporate Identity Number: U65910KL1992PLC006544; Email: [email protected]; Website: www.mvafl.com; Company Secretary and Compliance Officer: Arya Devu P.V.; Tel: +91 75938 64416, +91 75938 53537; Email: [email protected] PUBLIC ISSUE BY MUTHOOT VEHICLE & ASSET FINANCE LIMITED, (COMPANY OR ISSUER) OF SECURED REDEEMABLE NON-CONVERTIBLE DEBENTURES OF FACE VALUE OF ₹ 1,000 EACH, (SECURED NCDs), AT PAR, FOR AN AMOUNT AGGREGATING UP TO ₹ 10,000 LAKHS (HEREINAFTER REFERRED TO AS THE ‘BASE ISSUE’) WITH AN OPTION TO RETAIN AN OVER-SUBSCRIPTION UP TO ₹ 10,000 LAKHS AGGREGATING UP TO ₹ 20,000 LAKHS (HEREINAFTER REFERRED TO AS THE ‘OVERALL ISSUE SIZE’) (ISSUE). THE ISSUE IS BEING MADE PURSUANT TO THE PROVISIONS OF THE COMPANIES ACT, 2013 AND RULES MADE THEREUNDER, AS AMENDED, AND THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008 AS AMENDED (SEBI DEBT REGULATIONS). PROMOTERS OF OUR COMPANY M.G. GEORGE MUTHOOT, GEORGE ALEXANDER MUTHOOT, GEORGE THOMAS MUTHOOT AND GEORGE JACOB MUTHOOT GENERAL RISK Investors are advised to read the section ‘Risk Factors’ carefully before taking an investment decision in the Issue. For taking an investment decision, the investors must rely on their own examination of the Issuer and the Issue including the risks involved. Specific attention of the investors is invited to the section ‘Risk Factors’ on page 18, before making an investment in the Issue. This document has not been and will not be approved by any regulatory authority in India, including the Securities and Exchange Board of India (SEBI), the Reserve Bank of India (RBI), the Registrar of Companies, Kerala and Lakshadweep (RoC) and any stock exchange in India. ISSUER’S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Prospectus contains and will contain all information with regard to the Issuer and the Issue, which is material in the context of the Issue. The information contained in this Prospectus for the Issue is true and correct in all material respects and is not misleading in any material respect and that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. COUPON RATE, COUPON PAYMENT FREQUENCY, REDEMPTION DATE, REDEMPTION AMOUNT AND ELIGIBLE INVESTORS For details relating to the Coupon Rate, Coupon Payment Frequency, Redemption Date, Redemption Amount and Eligible Investors, please refer to the chapter ‘Issue Structure’ and Terms of the Issue on page 202 and page 212, respectively. CREDIT RATING The Secured NCDs proposed to be issued under this Issue have been rated CRISIL A/Stable by CRISIL vide its letter dated January 17, 2020. Additionally, the Secured NCDs had also been rated CARE BBB+; Stable by CARE vide its letters dated August 30, 2019, which was revalidated on December 9, 2019. This rating, though, was withdrawn by CARE pursuant to letter dated January 24, 2020 at the request of our Company. The Secured NCDs have been rated for an amount upto ₹ 20,000.00 lakhs. The rating by CRISIL indicates that the instruments are considered to have adequate degree of safety regarding timely servicing of financial obligations and such instruments carry low credit risk. The rating by CARE indicated that the instruments are considered to have moderate degree of safety regarding timely servicing of financial obligations. Credit ratings are not a recommendation to buy, sell or hold securities and investors should take their own decision and the rating is subject to revision or withdrawal at any time by CRISIL should be evaluated independently of any other ratings. Please refer to Annexure I and Annexure II of this Prospectus for rating letters and rationale for the aforementioned rating. PUBLIC COMMENTS The Draft Prospectus dated January 29, 2020 was filed with BSE, pursuant to the provisions of the SEBI Debt Regulations and was kept open for public comments for a period of seven Working Days (i.e., until 5 p.m.) from the filing of the Draft Prospectus. LISTING The Secured NCDs offered through this Prospectus are proposed to be listed on BSE Limited (BSE). For the purposes of the Issue, BSE shall be the Designated Stock Exchange. Our Company has received an ‘in-principle’ approval from BSE vide their letter dated February 06, 2020. LEAD MANAGER TO THE ISSUE DEBENTURE TRUSTEE* REGISTRAR TO THE ISSUE INGA VENTURES PRIVATE LIMITED IDBI TRUSTEESHIP SERVICES LIMITED LINK INTIME INDIA PRIVATE LIMITED 1229, Hubtown Solaris, N.S. Phadke Marg, Opp. Telli Asian Building, Ground Floor C-101, 247 Park, L B S Marg, Galli, Andheri (E) - 400 069, 17 R, Kamani Marg, Vikhroli West, Mumbai, Maharashtra, India Ballard Estate Mumbai 400 089, India Tel: +91 22 2681 6003 Mumbai 400 001, India Tel: (+91 22) 4918 6200 Fax: +91 22 2681 6020 Tel: (+91 22) 4080 7000 Fax: (+91 22) 4918 6195 Email: [email protected] Fax: (+91 22) 6631 1776 Email: [email protected] Investor Grievance Email: [email protected] Investor Grievance Email: [email protected] Investor Grievance Website: www.ingaventures.com Website: www.idbitrustee.co.in Email: [email protected] Contact Person Details: Kavita Shah Contact Person: Anjalee Athalye Website: www.linkintime.co.in SEBI Registration No.: INM000012698 SEBI Registration No.: IND000000460 Contact Person: Shanti Gopalkrishnan SEBI Registration No.: INR000004058 ISSUE SCHEDULE** ISSUE OPENS ON: TUESDAY, FEBRUARY 25, 2020 ISSUE CLOSES ON: WEDNESDAY, MARCH 18, 2020 *IDBI Trusteeship Services Limited has vide its letter dated March 28, 2019, has given its consent for its appointment as the Debenture Trustee to the Issue and for its name to be included in this Prospectus and in all the subsequent periodical communications sent to the holders of the Debenture issued pursuant to this Issue. ** The Issue shall remain open for subscription on Working Days from 10 a.m. to 5 p.m. Indian Standard Time (IST) during the period indicated above, except that the Issue may close on such earlier date or extended date (subject to a period of maximum of 30 days) as may be decided by the Board of Directors of our Company or the Finance Committee. In the event of an early closure or extension of the Issue, our Company shall ensure that notice of the same is provided to the prospective investors through an advertisement in a daily national newspaper with wide circulation on or before such earlier or extended date of Issue closure. For further details please refer to the chapter ‘General Information on page 37. On the Issue Closing Date, the Application Forms will be accepted only between 10 a.m. and 3 p.m. IST and uploaded until 5 p.m. or such extended time as may be permitted by the Stock Exchange. A copy of this Prospectus has been filed with the RoC, in terms of Section 26 of the Companies Act along with the requisite endorsed/certified copies of all requisite documents. For further details, please refer to the chapter ‘Material Contracts and Documents for Inspection’ beginning on page 256. 1 2 TABLE OF CONTENTS SECTION I: GENERAL ....................................................................................................................................... 4 DEFINITIONS AND ABBREVIATIONS ........................................................................................................... 4 FORWARD LOOKING STATEMENTS .......................................................................................................... 14 PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA ................................................... 16 SECTION II: RISK FACTORS .......................................................................................................................... 18 SECTION III: INTRODUCTION .....................................................................................................................
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