APPLICANT’S UNDERTAKING ,:HKHUHE\DJUHHDQGFRQ¿UPWKDW 1. I/We have read, understood and agreed to the contents and terms and conditions of MUTHOOT FINANCE LIMITED Shelf Prospectus and Tranche I Prospectus dated January 9, 2017 (“Prospectus”). 2 I/We hereby apply for allotment of the NCDs to me/us and the amount payable on application is remitted herewith. 3. I/We hereby agree to accept the NCDs applied for or such lesser number as may be allotted to me/us in accordance with the contents of the Prospectus subject to applicable statutory and/or regulatory requirements. 4. I/We irrevocably give my/our authority and consent to IDBI TRUSTEESHIP SERVICES LIMITED, to act as my/our trustees and for doing such acts as are necessary to carry out their duties in such capacity. 5. I am/We are Indian National(s) resident in India and I am/ we are not applying for the said NCDs as nominee(s) of any person resident outside India and/or Foreign National(s). 6. The application made by me/us do not exceed the investment limit on the maximum number of NCDs which may be held by me/us under applicable statutory and/or regulatory requirements. 7. In making my/our investment decision I/We have relied on my/our own examination of the Issuer and the terms of the Issue, including the merits and risks involved and my/our decision to make this application is solely based on disclosures contained in the Prospectus. 8. I/We have obtained the necessary statutory and/or regulatory permissions/approvals for applying for, subscribing to, and seeking allotment of the NCDs applied for. 9. Additional Undertaking, in case of ASBA Applicants: 1) I/We hereby undertake that I/We am/are an ASBA Applicant(s) as per applicable provisions of the SEBI Regulations; 2) In accordance with ASBA process provided in the SEBI Regulations and disclosed in the Prospectus, I/We authorize D WKH/HDG0DQDJHUV/HDG%URNHUV6XE%URNHUVDQG7UDGLQJ0HPEHUV LQ6SHFL¿HGFLWLHVRQO\ RUWKH6&6%VDVWKHFDVHPD\EHWRGRDOODFWVDVDUHQHFHVVDU\WRPDNHWKH$SSOLFDWLRQLQWKH,VVXHLQFOXGLQJXSORDGLQJP\RXU DSSOLFDWLRQEORFNLQJRUXQEORFNLQJRIIXQGVLQWKHEDQNDFFRXQWPDLQWDLQHGZLWKWKH6&6%DVVSHFL¿HGLQWKH$SSOLFDWLRQ)RUPWUDQVIHURIIXQGVWRWKH3XEOLF,VVXH$FFRXQWRQUHFHLSWRILQVWUXFWLRQIURPWKH/HDG0DQDJHUDQG5HJLVWUDU WRWKH,VVXHDIWHU¿QDOL]DWLRQRI%DVLVRI$OORWPHQW DQG E WKH5HJLVWUDUWRWKH,VVXHWRLVVXHLQVWUXFWLRQWRWKH6&6%VWRXQEORFNWKHIXQGVLQWKHVSHFL¿HGEDQNDFFRXQWXSRQ¿QDOL]DWLRQRIWKH%DVLVRI$OORWPHQW ,QFDVHWKHDPRXQW DYDLODEOHLQWKHVSHFL¿HG%DQN$FFRXQWLVLQVXI¿FLHQWDVSHUWKH$SSOLFDWLRQWKH6&6%VKDOOUHMHFWWKH$SSOLFDWLRQ ISSUE RELATED INFORMATION FOR FILLING THE APPLICATION FORM INVESTOR CATEGORIES: Category I (Institutional Investors) Sub-category code Category II (Non Institutional Investors) Sub-category code Public Financial Institutions, Statutory Corporations, Commercial Banks, Co-operative Banks, 10 Companies, Bodies Corporate, Societies registered under the applicable laws in India 20 5HJLRQDO 5XUDO %DQNV DQG PXOWLODWHUDO DQG ELODWHUDO GHYHORSPHQW ¿QDQFLDO LQVWLWXWLRQV Public/private/charitable/religious trusts 21 Provident Funds, Pension Funds, Superannuation Funds, Gratuity Fund 11 6FLHQWL¿F DQGRU LQGXVWULDO UHVHDUFK RUJDQL]DWLRQV 22 Alternative investment funds 12 3DUWQHUVKLS ¿UPV LQ WKH QDPH RI WKH SDUWQHUV 23 Resident Venture Capital Funds registered with SEBI 13 Limited liability partnerships formed and registered under the provisions of the Limited Liability 24 Insurance Companies 14 Partnership Act, 2008 (No. 6 of 2009) State industrial development corporations 15 Association of Persons 25 ,QVXUDQFH IXQGV VHW XS DQG PDQDJHG E\ WKH DUP\ QDY\ RU DLU IRUFH RI WKH 8QLRQ RI ,QGLD 16 Any other incorporated and / or unincorporated body of person 26 ,QVXUDQFH IXQGV VHW XS DQG PDQDJHG E\ WKH 'HSDUWPHQW RI 3RVWV WKH 8QLRQ RI ,QGLD 17 National Investment Fund; 18 Category III (Resident Individuals and HUF) Sub Category Code Mutual Funds 19 5HVLGHQW ,QGLDQ LQGLYLGXDOV DQG +LQGX 8QGLYLGHG )DPLOLHV WKURXJK WKH .DUWD 31 Issue Structure Terms and conditions in connection with Secured and Unsecured I II III IV V VI VII VIII IX X XI NCDs **** Options Frequency of Interest Payment Monthly * Monthly * Monthly * Annually ** Annually ** Annually ** NA NA NA NA NA Minimum Application ` 10,000 (10 NCDs) across all series collectively In multiples of ` 1,000.00 ` 1,000.00 ` 1,000.00 ` 1,000.00 ` 1,000.00 ` 1,000.00 ` 1,000.00 ` 1,000.00 ` 1,000.00 ` 1,000.00 ` 1,000.00 (1 NCD) (1 NCD) (1 NCD) (1 NCD) (1 NCD) (1 NCD) (1 NCD) (1 NCD) (1 NCD) (1 NCD) (1 NCD) Issue Price / Face Value of NCDs ( ` / NCD) ` 1,000.00 ` 1,000.00 ` 1,000.00 ` 1,000.00 ` 1,000.00 ` 1,000.00 ` 1,000.00 ` 1,000.00 ` 1,000.00 ` 1,000.00 ` 1,000.00 Tenor from Deemed Date of Allotment 24 months 36 months 60 months 24 months 36 months 60 months 400 days 18 months 24 months 36 months 96 months Base Coupon Rate (% per annum) (A) for Category I, II & III 8.50% 8.75% 8.75% 8.75% 9.00% 9.00% NA NA NA NA NA Additional incentive on Base Coupon Rate (% per annum) on any 0.25 % 0.25% 0.25% 0.25% 0.25% 0.25% NA NA NA NA NA Record Date as applicable to Category II and Category III investors (B) Aggregate Coupon for Category II & III (A)+(B) 8.75% 9.00% 9.00% 9.00% 9.25% 9.25% NA NA NA NA NA Effective Yield (Per annum) ***** Category I 8.50% 8.75% 8.75% 8.75% 9.00% 9.00% 8.00% 8.25 % 8.50% 8.75% 8.91% Effective Yield (Per annum) ***** Category II & III 8.75% 9.00% 9.00% 9.00% 9.25% 9.25% 8.25% 8.50% 8.75% 9.00% 9.06% Mode of Payment Through various options available Amount ( ` / NCD) on Maturity Category I *** ` 1,000 ` 1,000 ` 1,000 ` 1,000 ` 1,000 ` 1,000 ` 1,088.28 ` 1,127.15 ` 1,177.23 ` 1,286.14 ` 1978.71 Amount ( ` / NCD) on Maturity Category II & III *** ` 1,000 ` 1,000 ` 1,000 ` 1,000 ` 1,000 ` 1,000 ` 1,091.06 ` 1,131.11 ` 1,182.66 ` 1,295.03 ` 2,000.00 Put and Call option NA NA NA NA NA NA NA NA NA NA NA Maturity Date (From Deemed Date of Allotment) 24 months 36 months 60 months 24 months 36 months 60 months 400 days 18 months 24 months 36 months 96 months Nature of indebtedness Secured and non-convertible 8QVHFXUHG and non- convertible Type of instrument Secured 8QVHFXUHG The principal amount of the Secured NCDs to be issued in terms of the Tranche I Prospectus together with all interest due on the Secured NCDs, as well as all costs, charges, all fees, remuneration of Debenture Trustee DQG H[SHQVHV SD\DEOH LQ UHVSHFW WKHUHRI VKDOO EH VHFXUHG E\ ZD\ RI ¿UVW SDUL SDVVX FKDUJH RQ WKH LGHQWL¿HG LPPRYDEOH SURSHUW\ DQG D ¿UVW SDUL SDVVX FKDUJH RQ FXUUHQW DVVHWV ERRN GHEWV ORDQV DQG DGYDQFHV DQG receivables including gold loan receivables, both present and future, of our Company. Our Company will create the security for the Secured NCDs in favour of the Debenture Trustee for the Secured NCD Holders on the DVVHWVWRHQVXUHVHFXULW\FRYHURIWKHDPRXQWRXWVWDQGLQJLQUHVSHFWRI6HFXUHG1&'VLQFOXGLQJLQWHUHVWWKHUHRQDWDQ\WLPH1RVHFXULW\ZLOOEHFUHDWHGIRU8QVHFXUHG1&'LQWKHQDWXUHRI6XERUGLQDWHG'HEW Security for the purpose of the Tranche I Issue will be created in accordance with the terms of the Debenture Trust Deed. For further details please refer to the section titled “Issue Structure” beginning on page 39 of the Tranche I Prospectus. :LWK UHVSHFW WR 2SWLRQV ZKHUH LQWHUHVW LV WR EH SDLG RQ D PRQWKO\ EDVLV UHOHYDQW LQWHUHVW ZLOO EH FDOFXODWHG IURP WKH ¿UVW GD\ WLOO WKH ODVW GDWH RI HYHU\ PRQWK GXULQJ WKH WHQRU RI VXFK 6HFXUHG 1&'V DQG SDLG RQ WKH ¿UVWGD\RIHYHU\VXEVHTXHQWPRQWK)RUWKH¿UVWLQWHUHVWSD\PHQWIRU6HFXUHG1&'VXQGHU WKHPRQWKO\RSWLRQVLQWHUHVWIURPWKH'HHPHG'DWHRI$OORWPHQW WLOOWKH ODVWGD\RIWKHVXEVHTXHQWPRQWKZLOOEHFOXEEHGDQG SDLG RQ WKH ¿UVW GD\ RI WKH PRQWK QH[W WR WKDW VXEVHTXHQW PRQWK :LWK UHVSHFW WR 2SWLRQV ZKHUH LQWHUHVW LV WR EH SDLG RQ DQ DQQXDO EDVLV UHOHYDQW LQWHUHVW ZLOO EH SDLG RQ HDFK DQQLYHUVDU\ RI WKH 'HHPHG 'DWH RI Allotment on the face value of the Secured NCDs. The last interest payment under annual Options will be made at the time of redemption of the Secured NCDs. ***Subject to applicable tax deducted at source, if any 3OHDVH UHIHU WR 6FKHGXOH$ RI WKH 7UDQFKH , 3URVSHFWXV IRU GHWDLOV SHUWDLQLQJ WR WKH FDVK ÀRZV RI WKH &RPSDQ\ LQ DFFRUGDQFH ZLWK WKH 6(%, FLUFXODU EHDULQJ QXPEHU &,5,0'') GDWHG 2FWREHU *****On Options I, II and III, monthly interest payment is not assumed to be reinvested for the purpose of calculation of Effective Yield (per annum). The Company would allot Option IV Secured NCDs to all valid applications, wherein the applicants have selected only Secured NCDs, but have not indicated their choice of the relevant options of the Secured NCDs 2SWLRQ , 2SWLRQ ,, 2SWLRQ ,,, 2SWLRQ ,9 2SWLRQ 9 2SWLRQ 9, 2SWLRQ 9,, 2SWLRQ 9,,, 2SWLRQ ,; RU 2SWLRQ ; 7KH &RPSDQ\ ZRXOG DOORW 2SWLRQ ;, 8QVHFXUHG 1&'V WR DOO YDOLG DSSOLFDWLRQV ZKHUHLQ WKH DSSOLFDQWV KDYH VHOHFWHG RQO\ 8QVHFXUHG 1&'V EXW KDYH QRW LQGLFDWHG WKHLU FKRLFH RI 2SWLRQ ;, RI 8QVHFXUHG 1&'V 7KH &RPSDQ\ ZRXOG DOORW 2SWLRQ ,9 6HFXUHG 1&'V WR DOO YDOLG DSSOLFDWLRQV ZKHUHLQ WKH DSSOLFDQWV KDYH QHLWKHU VHOHFWHG 6HFXUHG 1&'V QRU 8QVHFXUHG 1&'V Note: a. Escrow Collection Banks for the Issue are ICICI Bank Limited and IndusInd Bank Limited. b. Basis of Allotment : For details, please refer to Instruction No. 43 on page no.15 of the Abridged Prospectus. c. For Grounds for Technical Rejection. Please refer to page no. 14 of the Abridged Prospectus. d. The Members of the Syndicate and the Trading Members of the Stock Exchange shall ensure they shall accept Application Forms only in such cities/ towns where the banking branches (escrow banks) are available. e. Applicants to ensure that they are competent to contract under the Indian Contract Act, 1872 including minors applying WKURXJKJXDUGLDQVI%DVHGRQWKHLQIRUPDWLRQSURYLGHGE\WKH'HSRVLWRULHVWKH&RPSDQ\VKDOOKDYHWKHULJKWWRDFFHSW$SSOLFDWLRQVEHORQJLQJWRDQDFFRXQWIRUWKHEHQH¿WRIDPLQRU XQGHUJXDUGLDQVKLS J7KH details of the collection centres of the Escrow Collection Banks shall be available on the website of BSE at www.bseindia.com h. NCDs will be issued and traded compulsorily in dematerialised form. i. For further details please refer to the Prospectus dated January 9, 2017.
------TEAR HERE ------z In case of queries related to allotment/ credit of Allotted NCD/Refund, the Applicants COMPANY CONTACT DETAILS REGISTRAR CONTACT DETAILS should contact Registrar to the Issue. MUTHOOT FINANCE LIMITED, (CIN: L65910KL1997PLC011300) LINK INTIME INDIA PRIVATE LIMITED z In case of ASBA Application submitted to the SCSBs, the Applicants should contact nd the relevant SCSB. 5HJLVWHUHG DQG &RUSRUDWH 2I¿FH : 2 Floor, Muthoot Chambers, C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West) z In case of queries related to upload of ASBA Aapplications submitted to the Lead Opposite Saritha Theatre Complex, Banerji Road, Kochi 682 018, India. Mumbai 400 078, India; Tel: (+91 22) 6171 5400, Managers/Lead Brokers/Sub Brokers/Trading Members Applicants should contact Tel : (+91 484) 239 4712; Fax : (+91 484) 239 6506; )D[ (PDLO PÀQFG#OLQNLQWLPHFRLQ the relevant Lead Managers/Lead Brokers/Sub Brokers/Trading Members. Website ZZZPXWKRRW¿QDQFHFRP Email : [email protected]. ,QYHVWRU *ULHYDQFH (PDLO PÀQFG#OLQNLQWLPHFRLQ z The grievance arising out of Applications for NCDs made through Trading Members may be addressed directly to BSE. &RPSDQ\ 6HFUHWDU\ DQG &RPSOLDQFH 2I¿FHU : Maxin James; Website: www.linkintime.co.in z Acknowledgment is subject to realization of Cheque/Demand Draft/Availability of Tel : (+91 484) 6690247; Fax : (+91 484) 239 6506; Contact Person: Dinesh Yadav Funds in the ASBA account. E-mail : [email protected] SEBI Registration No.: INR000004058 2 MUTHOOT FINANCE LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS
THIS ABRIDGED PROSPECTUS CONSISTS OF 48 PAGES, PLEASE ENSURE THAT YOU GET ALL PAGES Please ensure that you read the Prospectus and the general instructions contained in this Memorandum before applying in the Issue. Unless otherwise VSHFL¿HGDOOFDSLWDOLVHGWHUPVXVHGLQWKLVIRUPVKDOOKDYHWKHPHDQLQJDVFULEHGWRVXFKWHUPVLQWKH3URVSHFWXV7KHLQYHVWRUVDUHDGYLVHGWRUHWDLQDFRS\ RI3URVSHFWXV$EULGJHG3URVSHFWXVIRUWKHLUIXWXUHUHIHUHQFH$OOUHIHUHQFHWRSDJHVXQOHVVVSHFL¿HGUHIHUWRWKH3URVSHFWXV
MUTHOOT FINANCE LIMITED Our Company was originally incorporated at Kochi, Kerala as a private limited company on March 14, 1997 under the provisions of the Companies Act, 1956 with corporate identity number L65910KL1997PLC011300 ZLWKWKHQDPH³7KH0XWKRRW)LQDQFH3ULYDWH/LPLWHG´6XEVHTXHQWO\E\DIUHVKFHUWL¿FDWH of incorporation dated May 16, 2007, our name was changed to “Muthoot Finance Private Limited”. Our Company was converted into a public limited FRPSDQ\ RQ 1RYHPEHU ZLWK WKH QDPH ³0XWKRRW )LQDQFH /LPLWHG´ DQG UHFHLYHG D IUHVK FHUWL¿FDWH RI LQFRUSRUDWLRQ FRQVHTXHQW WR FKDQJH LQ VWDWXV RQ'HFHPEHUIURPWKH5HJLVWUDURI&RPSDQLHV.HUDODDQG/DNVKDGZHHS)RUIXUWKHUGHWDLOVUHJDUGLQJFKDQJHVWRWKHQDPHDQGUHJLVWHUHGRI¿FHRI our Company, see section titled “History and Main Objects” on page 84 of the Shelf Prospectus. 5HJLVWHUHGDQG&RUSRUDWH2I¿FH : 2 nd Floor, Muthoot Chambers, Opposite Saritha Theatre Complex, Banerji Road, Kochi 682 018, India. Tel : (+91 484) 239 4712; Fax : (+91 484) 239 6506; Website ZZZPXWKRRW¿QDQFHFRP Email: [email protected]. &RPSDQ\6HFUHWDU\DQG&RPSOLDQFH2I¿FHU : Maxin James; Tel : (+91 484) 6690247; Fax : (+91 484) 239 6506; E-mail: [email protected] PUBLIC ISSUE BY MUTHOOT FINANCE LIMITED, (“COMPANY” OR “ISSUER”) OF SECURED REDEEMABLE NON-CONVERTIBLE DEBENTURES (“SECURED NCDs”) OF FACE VALUE OF ` 1,000 EACH AGGREGATING UPTO ` 13,000 MILLION AND UNSECURED REDEEMABLE NON-CONVERTIBLE DEBENTURES (“UN-SECURED NCDs”) OF FACE VALUE OF ` 1,000 EACH AGGREGATING UPTO ` 1,000 MILLION, TOTALING UPTO ` 14,000 MILLION (“SHELF LIMIT). THE TRANCHE ISSUE IS WITH A BASE ISSUE SIZE OF ` 2,000 MILLION WITH AN OPTION TO RETAIN OVERSUBSCRIPTION UPTO SHELF LIMIT OF ` 14,000 MILLION (“TRANCHE I ISSUE”). THE SECURED NCDS AND UN-SECURED NCDS ARE TOGETHER REFERRED TO AS THE “NCDS”. THE UNSECURED REDEEMABLE NON-CONVERTIBLE DEBENTURES WILL BE IN THE NATURE OF SUBORDINATED DEBT AND WILL BE ELIGIBLE FOR INCLUSION AS TIER II CAPITAL. THE TRANCHE I ISSUE IS BEING MADE PURSUANT TO THE TERMS AND CONDITIONS OF THE TRANCHE PROSPECTUS (“TRANCHE 1 PROSPECTUS”), WHICH SHOULD BE READ TOGETHER WITH THE SHELF PROSPECTUS DATED JANUARY 09, 2017 (“SHELF PROSPECTUS”) FILED WITH THE REGISTRAR OF COMPANIES, KERALA AND LAKSHADWEEP (“ROC”), THE DESIGNATED STOCK EXCHANGE AND THE SECURITIES AND EXCHANGE BOARD OF INDIA (“SEBI”), THE PROVISIONS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF DEBT SECURITIES) REGULATIONS, 2008 AS AMENDED (THE “SEBI DEBT REGULATIONS”), THE COMPANIES ACT, 2013 AND RULES MADE THEREUNDER AS AMENDED TO THE EXTENT NOTIFIED. THE SHELF PROSPECTUS AND THE TRANCHE 1 PROSPECTUS CONSTITUTES THE PROSPECTUS (“PROSPECTUS”). PROMOTERS : M G GEORGE MUTHOOT, GEORGE ALEXANDER MUTHOOT, GEORGE THOMAS MUTHOOT, GEORGE JACOB MUTHOOT GENERAL RISK Investors are advised to read the Risk Factors on page 10 of the Shelf Prospectus carefully before taking an investment decision in the Tranche I Issue. For taking an investment decision, the LQYHVWRUVPXVWUHO\RQWKHLURZQH[DPLQDWLRQRIWKH,VVXHUWKH6KHOI3URVSHFWXVDQGWKH7UDQFKH,3URVSHFWXVLQFOXGLQJWKHULVNVLQYROYHG6SHFL¿FDWWHQWLRQRIWKHLQYHVWRUVLVLQYLWHGWRWKH5LVN Factors on pages 10 to 34 of the Shelf Prospectus and “Material Developments” on page 17 of the Tranche I Prospectus before making an investment in the Tranche I 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, the Reserve Bank of India, the Registrar of Companies at Kerala and Lakshadweep (“ RoC ”) or any stock exchange in India. ISSUER’S ABSOLUTE RESPONSIBILITY 7KH,VVXHUKDYLQJPDGHDOOUHDVRQDEOHLQTXLULHVDFFHSWVUHVSRQVLELOLW\IRUDQGFRQ¿UPVWKDWWKH7UDQFKH,3URVSHFWXVUHDGWRJHWKHUZLWKWKH6KHOI3URVSHFWXVIRUWKH7UDQFKH,,VVXHFRQWDLQVDOO information with regard to the Issuer and the Tranche I Issue, which is material in the context of the Tranche I Issue. The information contained in the Tranche I Prospectus read together with the Shelf Prospectus for the Tranche I 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 the Tranche I Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. CREDIT RATING The Secured NCDs proposed to be issued under the Tranche I Issue have been rated [ICRA] AA (Stable) by ICRA for an amount of upto ` 13,000 million vide its letters dated October 26, 2016 and further revalidated by letter dated December 23, 2016 and have been rated CRISIL AA/Stable by CRISIL for an amount upto ` 13,000 million vide its letter dated November 08, 2016 and further revalidated by letter dated December 23, 2016. The Unsecured NCDs proposed to be issued under the Tranche I Issue have been rated [ICRA] AA (Stable) by ICRA for an amount of upto ` 1,000 millionvide its letter dated November 04, 2016 and further revalidated by letter dated December 23, 2016 and have been rated CRISIL AA/Stable by CRISIL for an amount upto ` 1,000 million vide its letter dated November 08, 2016 and further revalidated by letter December 23, 2016. The rating of the Secured NCDs and Unsecured NCDs by ICRA and CRISIL indicates high GHJUHHRIVDIHW\UHJDUGLQJWLPHO\VHUYLFLQJRI¿QDQFLDOREOLJDWLRQV7KHUDWLQJSURYLGHGE\,&5$DQG&5,6,/PD\EHVXVSHQGHGZLWKGUDZQRUUHYLVHGDWDQ\WLPHE\WKHDVVLJQLQJUDWLQJDJHQF\ and should be evaluated independently of any other rating. These ratings are not a recommendation to buy, sell or hold securities and investors should take their own decisions. Please refer to pages 113 to 120 of the Tranche I Prospectus for rating letter and rationale for the above rating. PUBLIC COMMENTS 7KH'UDIW6KHOI3URVSHFWXVGDWHG'HFHPEHU ZDV¿OHGZLWK%6(/LPLWHG BSE SXUVXDQWWRWKHSURYLVLRQVRIWKH'HEW5HJXODWLRQVDQGZDVRSHQIRUSXEOLFFRPPHQWVIRUDSHULRGRI seven Working Days until 5 p.m. on January 05, 2017. LISTING The NCDs offered through the Tranche I Prospectus are proposed to be listed on BSE. For the purposes of the Tranche I Issue, BSE shall be the Designated Stock Exchange. Our company has received an “in-principle” approval from BSE vide their letter no DCS/BM/PI-BOND/8/16-17 dated January 05, 2017 COUPON RATE, COUPON PAYMENT FREQUENCY, MATURITY DATE, MATURITY AMOUNT & ELIGIBLE INVESTORS For details relating to Coupon Rate, Coupon Payment Frequency, Maturity Date and Maturity Amount of the NCDs, see section titled “Terms of the Issue” starting on page 33 of the Tranche I Prospectus. For details relating to eligible investors please see “The Issue” on page 18 of the Shelf Prospectus. ISSUE PROGRAMME* ISSUE OPENS ON January 17, 2017 ISSUE CLOSES ON February 17, 2017 *The subscription list shall remain open for subscription on Working Days from 10 A.M. to 5 P.M., during the period indicated above, except that this Tramche I Issue may close on such earlier date or extended date as may be decided by the Board of Directors of our Company (“Board”) or NCD Public Issue Committee. In the event of such an early closure of or extension subscription list of the Tranche I Issue, our Company shall ensure that notice of such early closure or extension is given to the prospective investors through an advertisement in a national daily newspaper with wide circulation on or before such earlier date or extended date of closure. Applications Forms for the Tranche I Issue will be accepted only from 10:00 a.m. till 5.00 p.m. (Indian Standard Time) or such extended time as may be permitted by BSE, on Working Days during the Issue Period. On the Issue Closing Date, Application Forms will be accepted only between 10:00 a.m. to 3.00 p.m. (Indian Standard Time) and uploaded until 5.00 p.m. (Indian Standard Time) or such extended time as may be permitted by BSE. IDBI Trusteeship Services Limited under regulation 4(4) of the SEBI Debt Regulations has by its letter dated December 16, 2016 given its consent for its appointment as Debenture Trustee to the Issue and for its name to be included in the Shelf Prospectus and the Tranche I Prospectus and in all the subsequent periodical communications sent to the holders of the Debentures issued pursuant to the Tranche I Issue. $ FRS\ RI WKH 6KHOI 3URVSHFWXV DQG WKH7UDQFKH , 3URVSHFWXV KDV EHHQ ¿OHG ZLWK WKH 5HJLVWUDU RI &RPSDQLHV .HUDOD DQG /DNVKDGZHHS LQ WHUPV RI VHFWLRQ DQG RI WKH &RPSDQLHV$FW DORQJ ZLWK WKHHQGRUVHGFHUWL¿HGFRSLHVRIDOOUHTXLVLWHGRFXPHQWV)RUIXUWKHUGHWDLOVSOHDVHUHIHUWRWKHVHFWLRQWLWOHG³0DWHULDO&RQWUDFWVDQG'RFXPHQWVIRU,QVSHFWLRQ´EHJLQQLQJRQSDJHRIWKH7UDQFKH,3URVSHFWXV
MUTHOOT FINANCE LIMITED 3 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS
LEAD MANAGER IDBI Trusteeship Services Limited has by its letter dated December 16, 2016 given its consent for its appointment as Debenture Trustee to the Issue and for its name to be included in the Shelf Prospectus or the relevant Tranche Prospectus and in all the subsequent EDELWEISS FINANCIAL SERVICES LIMITED periodical communications sent to the holders of the Debentures issued Edelweiss House Off CST Road, Kalina pursuant to this Issue. Mumbai 400 098 CHIEF FINANCIAL OFFICER Tel: +91 22 4086 3535 OOMMEN K. MAMMEN Fax: +91 22 4086 3610 2nd Floor, Muthoot Chambers (PDLO PXWKRRWQFG#HGHOZHLVV¿QFRP Opposite Saritha Theatre Complex Investor Grievance Email: Banerji Road FXVWRPHUVHUYLFHPE#HGHOZHLVV¿QFRP Kochi 682 018 :HEVLWH ZZZHGHOZHLVV¿QFRP Kerala, India Contact Person: Mr. Mandeep Singh / Mr. Lokesh Singhi Tel: (+91 484) 2397156 &RPSOLDQFH2I¿FHU 0U%5HQJDQDWKDQ Fax: (+91 484) 2396506 SEBI Registration No.: INM0000010650 Email: [email protected] COMPANY SECRETARY AND COMPLIANCE OFFICER MAXIN JAMES Company Secretary A. K. CAPITAL SERVICES LIMITED 2nd Floor, Muthoot Chambers, Opposite Saritha Theatre Complex, 30-39, Free Press House Banerji Road, Kochi - 682 018 Free Press Journal Marg Kerala, India 215, Nariman Point Tel: (+91 484) 6690 247 Mumbai - 400 021, India Fax: (+91 484) 2396506 Tel: (+91 22) 67546500, 66349300 Email: [email protected] Fax: (+91 22) 66100594 (PDLO PÀQFG#DNJURXSFRLQ STATUTORY AUDITORS Investor Grievance Email: [email protected] RANGAMANI & CO Website: www.akcapindia.com Chartered Accountants Contact Person: Mr. Girish Sharma/ Mr. Krish Sanghvi 17/598, 2nd Floor, Card Bank Building &RPSOLDQFH2I¿FHU 0U7HMDV'DYGD West of YMCA, VCSB Road SEBI Registration No.: INM000010411 Allepey 688 011 REGISTRAR TO THE ISSUE Kerala, India Tel: (+91 477) 226 1542 Fax: (+91 477) 226 1542 Email: [email protected] LINK INTIME INDIA PRIVATE LIMITED C-13, Pannalal Silk Mills Compound CREDIT RATING AGENCIES L.B.S. Marg, Bhandup (West) ICRA LIMITED Mumbai 400 078, India 1105, Kailash Building Tel: (+91 22) 6171 5400 11th Floor, Kasturba Gandhi Marg Fax: (+91 22) 2596 0329 New Delhi – 110001, India Email: PÀQFG#OLQNLQWLPHFRLQ Telephone: (+9111) 23357940-50 ,QYHVWRU*ULHYDQFH(PDLO PÀQFG#OLQNLQWLPHFRLQ Facsimile: (+9111) 23357014 Website: www.linkintime.co.in Website: www.icra.in Contact Person: Dinesh Yadav SEBI Registration Number: IN/CRA/003/1999 SEBI Registration No.: INR000004058 CRISIL LIMITED DEBENTURE TRUSTEE CRISIL House, Central Avenue Hiranandani Business Park, Powai Mumbai 400 076, India Telephone: (+91 22) 3342 3000 IDBI TRUSTEESHIP SERVICES LIMITED Facsimile: (+91 22) 4040 5800 Asian Building, Ground Floor Website: www.crisil.com 17 R, Kamani Marg, Ballard Estate SEBI Registration Number: IN/CRA/001/1999 Mumbai 400 001, India LEGAL ADVISORS TO THE ISSUE Tel: (+91 22) 4080 7000 Fax: (+91 22) 6631 1776 AZB & PARTNERS Email: [email protected] 7th Floor, Embassy Icon, Infantry Road, Website: www.idbitrustee.co.in Bengaluru – 560 001, India Contact Person: Anjalee Athalye Tel: (+91 80) 4240 0500 SEBI Registration No.: IND000000460 Fax: (+91 80) 2221 3947
4 MUTHOOT FINANCE LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS
LEAD BROKERS SELF CERTIFIED SYNDICATE BANKS Axis Capital Limited, HDFC Securities Limited, Integrated Enterprises The banks which are registered with SEBI under the Securities and (India) Limited, Muthoot Securities Limited, India Infoline Limited, Exchange Board of India (Bankers to an Issue) Regulations, 1994 and Kotak Securities Limited, Edelweiss Broking Limited, Karvy Stock offer services in relation to ASBA, including blocking of an ASBA Broking Limited, JM Financial Services Limited, SMC Global Account, a list of which is available on http://www.sebi.gov.in/cms/ Securities Limited, RR Equity Brokers Private Limited, A.K. Stockmart sebi_data/attachdocs/1366178697250.html or at such other website as Private Limited may be prescribed by SEBI from time to time. BANKER(S) TO THE ISSUE TABLE OF CONTENTS ICICI BANK LIMITED Capital Market Division, First Floor OBJECTS OF THE ISSUE 6 Vachha Road, Backbay Reclamation ISSUE PROCEDURE 6 Churchgate, Mumbai 400 020 – India TERMS OF THE ISSUE 18 Tel : (91 22) 22859822 Fax : (91 22) 22611138 GENERAL INFORMATION 29 Email: [email protected] CAPITAL STRUCTURE 30 Contact Person : Rishav Bagrecha DEBT TO EQUITY RATIO 30 Website : www.icicibank.com OUR MANAGEMENT 31 INDUSIND BANK LIMITED Premises No.61, Sonawala Building, Mumbai Samachar Marg FINANCIAL INFORMATION 33 Opposite Bombay Stock Exchange , Fort DISCLOSURES ON EXISTING FINANCIAL 34 Mumbai, 400 001 - India INDEBTEDNESS Tel : 022-49219100 LEGAL AND OTHER INFORMATION 34 Fax : 022-22644834 Email: [email protected] OTHER REGULATORY AND STATUTORY 35 Contact Person : Hima Bindu Kuchuri DISCLOSURES Website : www.indusind.com RISK FACTORS 37 REFUND BANK(S) MATERIAL CONTRACTS AND DOCUMENTS FOR 40 INDUSIND BANK LIMITED INSPECTION 4th Floor PNA House Street No-17Plot No-57,MIDC, Andheri East DECLARATION 40 Mumbai-400 093 TIMING FOR SUBMISSION OF APPLICATION FORMS 41 Tel : 022-61069234 Fax : 022-66238021 CENTERS FOR AVAILABILITY AND ACCEPTANCE 41 Email: [email protected] OF APPLICATION FORMS Contact Person : Suresh Esaki BIDDING CENTER DETAILS 41 Website : www.indusind.com
DISCLAIMER PARTICIPATION OF ANY OF THE AFOREMENTIONED CATEGORIES OF PERSONS OR ENTITIES IS SUBJECT TO THE APPLICABLE STATUTORY AND/OR REGULATORY REQUIREMENTS IN CONNECTION WITH THE SUBSCRIPTION TO INDIAN SECURITIES BY SUCH CATEGORIES OF PERSONS OR ENTITIES. APPLICANTS ARE ADVISED TO ENSURE THAT THE NCDS APPLIED FOR DOES NOT EXCEED THE ISSUE SIZE AND/ OR INVESTMENT LIMIT OR MAXIMUM NUMBER OF NCDS THAT CAN BE HELD BY THEM UNDER THE APPLICABLE LAWS OR REGULATIONS OR MAXIMUM AMOUNT PERMISSIBLE UNDER THE APPLICABLE REGULATIONS. APPLICANTS ARE ADVISED TO ENSURE THAT THEY HAVE OBTAINED THE NECESSARY STATUTORY AND/OR REGULATORY PERMISSIONS/CONSENTS/ APPROVALS IN CONNECTION WITH APPLYING FOR, SUBSCRIBING TO, OR SEEKING ALLOTMENT OF NCDS PURSUANT TO THE ISSUE. APPLICANTS ARE ADVISED TO READ THE PROSPECTUS DATED JANUARY 09, 2017 (“PROSPECTUS”) FILED WITH REGISTRAR OF COMPANIES AND THE GENERAL INSTRUCTIONS CONTAINED IN THIS APPLICATION FORM CAREFULLY AND TO SATISFY THEMSELVES OF THE DISCLOSURES BEFORE MAKING AN APPLICATION FOR SUBSCRIPTION. UNLESS OTHERWISE SPECIFIED, ALL THE TERMS USED IN THIS APPLICATION FORM HAVE THE SAME MEANING AS IN THE PROSPECTUS. FOR A COPY OF THE PROSPECTUS, THE APPLICANT MAY REQUEST US AND/OR THE LEAD MANAGERS. FURTHER INVESTORS ARE ADVISED TO RETAIN THE COPY OF THE PROSPECTUS/ABRIDGED PROSPECTUS FOR THEIR FUTURE REFERENCE. PLEASE FILL IN THE FORM IN ENGLISH USING BLOCK LETTERS. INVESTORS SHOULD CAREFULLY CHOOSE THE SERIES OF NCDS THEY WISH TO APPLY FOR. PLEASE REFER TO TERMS OF THE ISSUE ON PAGE 18 OF THIS ABRIDGED PROSPECTUS.
MUTHOOT FINANCE LIMITED 5 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS
DETAILS PERTAINING TO THE ISSUE our Company or who is under the same management as our Company or any subsidiary of our Company. OBJECTS OF THE ISSUE The Tranche I Issue proceeds shall not be utilised towards full or part consideration for the purchase or any other acquisition, inter alia by way 1. Issue proceeds of a lease, of any property. Public issue by the Company of Secured NCDs of face value of Rs. 1,000 No part of the proceeds from the Tranche I Issue will be paid by us as each aggregating upto Rs. 13,000 million and Unsecured NCDs of face consideration to our Promoter, our Directors, Key Managerial Personnel, value of Rs. 1,000 each aggregating upto Rs. 1,000 million, totaling upto ` ` or companies promoted by our Promoter except in the usual course of 14,000 million. The Tranche Issue is with a base issue size of 2,000 business. million with an option to retain oversubscription upto Shelf Limit of ` 14,000 million (“Tranche I Issue”). The Unsecured NCDs will be in Further the Company undertakes that the Tranche I Issue proceeds from the nature of subordinated debt and will be eligible for inclusion as Tier NCDs allotted to banks shall not be used for any purpose, which may II capital. The Tranche I Issue is being made pursuant to the terms and EH LQ FRQWUDYHQWLRQ RI WKH 5%, JXLGHOLQHV RQ EDQN ¿QDQFLQJ WR 1%)&V conditions of the Tranche I Prospectus, which should be read together LQFOXGLQJWKRVHUHODWLQJWRFODVVL¿FDWLRQDVFDSLWDOPDUNHWH[SRVXUHRUDQ\ ZLWKWKH6KHOI3URVSHFWXVGDWHG-DQXDU\ ¿OHGZLWKWKH5HJLVWUDU other sectors that are prohibited under the RBI regulations. of Companies, Kerala and Lakshadweep, the Designated Stock Exchange 7KH&RPSDQ\FRQ¿UPVWKDWLWZLOOQRWXVHWKHSURFHHGVRIWKH7UDQFKH, and the Securities and Exchange Board of India (“SEBI”), the provisions Issue for the purchase of any business or in the purchase of any interest of SEBI Debt Regulations, the Companies Act, 2013 and rules made in any business whereby the Company shall become entitled to the capital WKHUHXQGHUDVDPHQGHGWRWKHH[WHQWQRWL¿HG RU SUR¿W RU ORVVHV RU ERWK LQ VXFK EXVLQHVV H[FHHGLQJ WKHUHRI WKH The details of the proceeds of the Tranche I Issue are summarized below: acquisition of any immovable property or acquisition of securities of any other body corporate. Particulars Estimated amount (in ` million) ISSUE PROCEDURE Gross proceeds to be raised through the Tranche I Issue 14,000 This section applies to all Applicants. ASBA Applicants and Applicants Less: - Tranche I Issue related expenses 200 DSSO\LQJ WKURXJK WKH 'LUHFW 2QOLQH $SSOLFDWLRQ 0HFKDQLVP DV GH¿QHG hereinafter) should note that the ASBA process and the Direct Online Net proceeds of the Tranche I Issue after deducting the 13,800 Application Mechanism involve application procedures that are different Tranche I Issue related expenses. from the procedure applicable to all other Applicants. Please note that all The Net Proceeds raised through the Tranche I Issue will be utilised for Applicants are required to pay the full Application Amount or ensure that the following activities in the ratio provided as below: $6%$$FFRXQWKDVVXI¿FLHQWFUHGLWEDODQFHVXFKWKDWWKHHQWLUH$SSOLFDWLRQ a) For the purpose of lending- 75% of the amount raised and allotted Amount can be blocked by the SCSB while making an Application. In case in the Tranche I Issue of ASBA Applicants, an amount equivalent to the full Application Amount will be blocked by the SCSBs in the relevant ASBA Accounts. b) For General Corporate Purposes- 25% of the amount raised and allotted in the Tranche I Issue ASBA Applicants should note that they may submit their ASBA Applications The Unsecured NCDs will be in the nature of Subordinated Debt and will to the Members of the Syndicate or Trading Members of the Stock be eligible for Tier II capital and accordingly will be utilised in accordance Exchange only at the Syndicate ASBA Application Locations, or directly with statutory and regulatory requirements including requirements of RBI. to the Designated Branches of the SCSBs. Applicants other than direct ASBA Applicants are required to submit their Applications to the Members The main objects clause of the Memorandum of Association of our Company of the Syndicate or Trading Members (at the application centres of the permits our Company to undertake its existing activities as well as the Members of the Syndicate will be mentioned in the Application Form) activities for which the funds are being raised through the Tranche I Issue. or make online Applications using the online payment gateway of the 2. Monitoring of utilisation of funds Stock Exchanges. There is no requirement for appointment of a monitoring agency in terms Applicants are advised to make their independent investigations and ensure of the SEBI Debt Regulations. The Board shall monitor the utilisation of that their Applications do not exceed the investment limits or maximum the proceeds of the Tranche I Issue. Our Company will disclose in the number of NCDs that can be held by them under applicable law or as &RPSDQ\¶V¿QDQFLDOVWDWHPHQWVIRUWKHUHOHYDQW¿QDQFLDO\HDUFRPPHQFLQJ VSHFL¿HGLQWKH7UDQFKH,3URVSHFWXVDQGWKH6KHOI3URVSHFWXV from Financial Year 2017, the utilisation of the proceeds of the Tranche I Issue under a separate head along with details, if any, in relation to all Please note that this section has been prepared based on the circular such proceeds of the Tranche I Issue that have not been utilised thereby no. CIR./IMD/DF-1/20/2012 dated July 27, 2012 issued by SEBI also indicating investments, if any, of such unutilised proceeds of the (“Debt Application Circular”). The procedure mentioned in this section Tranche I Issue. is subject to the Stock Exchanges putting in place the necessary systems and infrastructure for implementation of the provisions of 3. Interim use of proceeds the abovementioned circular, including the systems and infrastructure The management of the Company, in accordance with the policies required in relation to Applications made through the Direct Online IRUPXODWHGE\LWIURPWLPHWRWLPHZLOOKDYHÀH[LELOLW\LQGHSOR\LQJWKH Application Mechanism and the online payment gateways to be offered by proceeds received from the Tranche I Issue. Pending utilisation of the 6WRFN([FKDQJHVDQGDFFRUGLQJO\LVVXEMHFWWRDQ\IXUWKHUFODUL¿FDWLRQV proceeds out of the Tranche I Issue for the purposes described above, QRWL¿FDWLRQPRGL¿FDWLRQGLUHFWLRQLQVWUXFWLRQVDQGRUFRUUHVSRQGHQFH the Company intends to temporarily invest funds in high quality interest that may be issued by the Stock Exchanges and/or SEBI. Please note bearing liquid instruments including money market mutual funds, deposits WKDW FODUL¿FDWLRQV DQGRU FRQ¿UPDWLRQV UHJDUGLQJ WKH LPSOHPHQWDWLRQ with banks or temporarily deploy the funds in investment grade interest of the requisite infrastructure and facilities in relation to direct online bearing securities as may be approved by the Board / Committee of applications and online payment facility have been sought from the Stock Directors of the Company, as the case may be. Such investment would ([FKDQJH DQG WKH 6WRFN ([FKDQJH KDV FRQ¿UPHG WKDW WKH QHFHVVDU\ be in accordance with the investment policy of our Company approved infrastructure and facilities for the same have not been implemented by the Board or any committee thereof from time to time. by the Stock Exchange. Hence, the Direct Online Application facility 2WKHUFRQ¿UPDWLRQV will not be available for the Tranche I Issue. In accordance with the SEBI Debt Regulations, our Company will not PLEASE NOTE THAT ALL TRADING MEMBERS OF THE utilise the proceeds of the Tranche I Issue for providing loans to or STOCK EXCHANGE(S) WHO WISH TO COLLECT AND UPLOAD acquisition of shares of any person who is a part of the same group as APPLICATION IN THE TRANCHE I ISSUE ON THE ELECTRONIC
6 MUTHOOT FINANCE LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS APPLICATION PLATFORM PROVIDED BY THE STOCK EXCHANGES Category III WILL NEED TO APPROACH THE RESPECTIVE STOCK 5HVLGHQW ,QGLDQ LQGLYLGXDOV DQG +LQGX 8QGLYLGHG )DPLOLHV WKURXJK EXCHANGE(S) AND FOLLOW THE REQUISITE PROCEDURES AS the Karta. MAY BE PRESCRIBED BY THE RELEVANT STOCK EXCHANGE. THE FOLLOWING SECTION MAY CONSEQUENTLY UNDERGO Participation of any of the aforementioned categories of persons or entities CHANGE BETWEEN THE DATES OF THE TRANCHE I is subject to the applicable statutory and/or regulatory requirements in PROSPECTUS, THE ISSUE OPENING DATE AND THE ISSUE connection with the subscription to Indian securities by such categories CLOSING DATE. of persons or entities. THE MEMBERS OF THE SYNDICATE AND THE COMPANY $SSOLFDQWV DUH DGYLVHG WR HQVXUH WKDW WKH\ KDYH REWDLQHG WKH SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY ERRORS QHFHVVDU\VWDWXWRU\DQGRUUHJXODWRU\SHUPLVVLRQVFRQVHQWVDSSURYDOV OR OMMISSIONS ON THE PART OF THE TRADING MEMBERS in connection with applying for, subscribing to, or seeking allotment IN CONNECTION WITH THE RESPOSIBILITY OF SUCH of NCDs pursuant to the Tranche I Issue. TRADING MEMBERS IN RELATION TO COLLECTION AND 7KH /HDG 0DQDJHUV DQG WKHLU UHVSHFWLYH DVVRFLDWHV DQG DI¿OLDWHV DUH UPLOAD OF APPLICATIONS IN THE TRANCHE I ISSUE ON permitted to subscribe in the Tranche I Issue. THE ELECTRONIC APPLICATION PLATFORM PROVIDED BY 7KHLQIRUPDWLRQEHORZLVJLYHQIRUWKHEHQH¿WRI$SSOLFDQWV2XU&RPSDQ\ THE STOCK EXCHANGES. FURTHER, THE RELEVANT STOCK DQGWKH/HDG0DQDJHUVDUHQRWOLDEOHIRUDQ\DPHQGPHQWRUPRGL¿FDWLRQ EXCHANGE SHALL BE RESPONSIBLE FOR ADDRESSING or changes in applicable laws or regulations, which may occur after the INVESTOR GREIVANCES ARISING FROM APPLICATIONS date of the Shelf Prospectus and the Tranche 1 Prospectus. THROUGH TRADING MEMBERS REGISTERED WITH SUCH STOCK EXCHANGE. 6. How to apply? Please note that for the purposes of this section, the term “Working $YDLODELOLW\ RI WKH 'UDIW 6KHOI 3URVSHFWXV WKH 6KHOI 3URVSHFWXV WKH Day” shall mean all days excluding Sundays or a public holiday in Tranche I Prospectus, Abridged Prospectus and Application Forms .RFKLRU0XPEDLRUDWDQ\RWKHUSD\PHQWFHQWUHQRWL¿HGLQWHUPVRI Please note that there is a single Application Form for ASBA Applicants the Negotiable Instruments Act, 1881, except with reference to Issue as well as non-ASBA Applicants who are persons resident in India. Period and Record Date, where working days shall mean all days, Copies of the abridged Prospectus containing the salient features of the excluding Saturdays, Sundays and public holiday in India or at any Draft Shelf Prospectus, the Shelf Prospectus together with Application RWKHUSD\PHQWFHQWUHQRWL¿HGLQWHUPVRIWKH1HJRWLDEOH,QVWUXPHQWV Forms cum Abridged Prospectus and copies of the Tranche I Prospectus Act, 1881. PD\ EH REWDLQHG IURP RXU 5HJLVWHUHG 2I¿FH WKH /HDG 0DQDJHUV WKH 5. Who can apply? Registrar, the Lead Brokers and the Designated Branches of the SCSBs. The following categories of persons are eligible to apply in the Tranche Additionally, the Shelf Prospectus, the Tranche I Prospectus and the I Issue. Application Forms will be available Category I (i) for download on the website of BSE at www.bseindia.com, and the ZHEVLWH RI WKH /HDG 0DQDJHUV DW ZZZHGHOZHLVV¿QFRP DQG ZZZ 3XEOLF¿QDQFLDOLQVWLWXWLRQVVWDWXWRU\FRUSRUDWLRQVFRPPHUFLDOEDQNV akcapindia.com. co-operative banks and RRBs and multilateral and bilateral development (ii) at the designated branches of the SCSB and the Members of the ¿QDQFLDOLQVWLWXWLRQVZKLFKDUHDXWKRULVHGWRLQYHVWLQWKH1&'V Syndicate at the Syndicate ASBA Application Locations. 3URYLGHQW IXQGV SHQVLRQ IXQGV VXSHUDQQXDWLRQ IXQGV DQG JUDWXLW\ funds, which are authorised to invest in the NCDs; Electronic Application Forms will also be available on the website of the Stock Exchange. A hyperlink to the website of the Stock Exchange for $OWHUQDWLYH ,QYHVWPHQW )XQGV VXEMHFW WR LQYHVWPHQW FRQGLWLRQV this facility will be provided on the website of the Lead Managers and applicable to them under the Securities and Exchange Board of India the SCSBs. Further, Application Forms will also be provided to Trading (Alternative Investment Funds) Regulations, 2012; Members at their request. 5HVLGHQW9HQWXUH&DSLWDO)XQGVUHJLVWHUHGZLWK6(%, 7. Methods of Application ,QVXUDQFH&RPSDQLHV An eligible investor desirous of applying in the Tranche I Issue can make 6WDWHLQGXVWULDOGHYHORSPHQWFRUSRUDWLRQV Applications by one of the following methods: ,QVXUDQFH IXQGV VHW XS DQG PDQDJHG E\ WKH DUP\ QDY\ RU DLU IRUFH 1. Applications through the ASBA process; and of the Union of India; 2. Non-ASBA Applications. ,QVXUDQFHIXQGVVHWXSDQGPDQDJHGE\WKH'HSDUWPHQWRI3RVWVWKH Applicants are requested to note that in terms of the Debt Application Union of India; Circular, SEBI has mandated issuers to provide, through a recognized stock 1DWLRQDO,QYHVWPHQW)XQG DQG exchange which offers such a facility, an online interface enabling direct 0XWXDO)XQGV application by investors to a public issue of debt securities with an online payment facility (“ Direct Online Application Mechanism ”). In this regard, Category II SEBI has, through the Debt Application Circular, directed recognized stock &RPSDQLHV ERGLHV FRUSRUDWH DQG VRFLHWLHV UHJLVWHUHG XQGHU WKH exchanges in India to put in necessary systems and infrastructure for the applicable laws in India and authorised to invest in the NCDs; implementation of the Debt Application Circular and the Direct Online 3XEOLFSULYDWHFKDULWDEOHUHOLJLRXVWUXVWVZKLFKDUHDXWKRULVHGWRLQYHVW Application Mechanism infrastructure for the implementation of the Debt in the NCDs; Application Circular and the Direct Online Application Mechanism. Please note that the Applicants will not have the option to apply for NCDs under 6FLHQWL¿FDQGRULQGXVWULDOUHVHDUFKRUJDQLVDWLRQVZKLFKDUHDXWKRULVHG the Tranche I Issue, through the direct online applications mechanism of to invest in the NCDs; WKH 6WRFN ([FKDQJH 3OHDVH QRWH WKDW FODUL¿FDWLRQV DQGRU FRQ¿UPDWLRQV 3DUWQHUVKLS¿UPVLQWKHQDPHRIWKHSDUWQHUV regarding the implementation of the requisite infrastructure and facilities in /LPLWHG/LDELOLW\3DUWQHUVKLSVIRUPHGDQGUHJLVWHUHGXQGHUWKHSURYLVLRQV relation to direct online applications and online payment facility have been of the Limited Liability Partnership Act, 2008 (No. 6 of 2009); VRXJKWIURPWKH6WRFN([FKDQJHDQGWKH6WRFN([FKDQJHKDVFRQ¿UPHG that the necessary infrastructure and facilities for the same have not been $VVRFDLWLRQRI3HUVRQV DQG implemented by the Stock Exchange. Hence, the Direct Online Application $Q\RWKHULQFRUSRUDWHGDQGRUXQLQFRUSRUDWHGERG\RISHUVRQV facility will not be available for the Tranche I Issue.
MUTHOOT FINANCE LIMITED 7 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS Applications through the ASBA process branches of Escrow Collection Banks, as mentioned in the Application Applicants can submit their Applications through the ASBA process by Form. The Registrar shall match the Application details as received from submitting the Application Forms in physical mode to the SCSB with the online platform of the Stock Exchange with the Application Amount whom the ASBA Account is maintained or through the Members of the details received from the Escrow Collection Banks for reconciliation of Syndicate or Trading Members (ASBA Applications through the Members funds received from the Escrow Collection Banks. In case of discrepancies of the Syndicate and Trading Members shall hereinafter be referred to as between the two data bases, the details received from the online platform the “ Syndicate ASBA ”), prior to or on the Issue Closing Date. ASBA of the Stock Exchange will prevail. Upon Allotment, the Registrar will Applications through the Members of the Syndicate and Trading credit the NCDs in the demat accounts of the successful Applicants as Members is permitted only at the Syndicate ASBA Application mentioned in the Application Form. Locations (Mumbai, Chennai, Kolkata, Delhi, Ahmedabad, Rajkot, Please note that neither our Company, nor the Members of the Syndicate, Jaipur, Bangalore, Hyderabad, Pune, Vadodara and Surat ). Kindly nor the Registrar to the Issue shall be responsible for redressal of note that Application Forms submitted by ASBA Applicants to Members any grievances that Applicants may have in regard to the non-ASBA of the Syndicate and the Trading Members at the Syndicate ASBA Applications made to the Trading Members, including, without limitation, Application Locations will not be accepted if the SCSB with which the relating to non-upload of the Applications data. All grievances against $6%$$FFRXQW DV VSHFL¿HG LQ WKH$SSOLFDWLRQ )RUP LV PDLQWDLQHG KDV Trading Members in relation to the Tranche I Issue should be made by not named at least one branch at that location for the Member of the Applicants to the relevant Stock Exchange. Syndicate or the Trading Members to deposit the Application Form (A Members of the Syndicate or Trading Members are also required to ensure list of such branches is available at http://www.sebi.gov.in/cms/sebi_data/ that the Applicants are competent to contract under the Indian Contract attachdocs/1366178697250.html). The Members of Syndicate and Trading Act, 1872 including minors applying through guardians, at the time of Members shall accept ASBA Applications only at the Syndicate ASBA acceptance of the Application Forms. Application Locations and should ensure that they verify the details about the ASBA Account and relevant SCSB prior to accepting the Application To supplement the foregoing, the mode and manner of Application and Form. submission of Application Forms is illustrated in the following chart. Trading Members shall, upon receipt of physical Application Forms from Mode of To whom the Application Form has to be submitted ASBA Applicants, upload the details of these Application Forms to the Application online platform of the Stock Exchange and submit these Application Forms ASBA i. to the Members of the Syndicate only at the Syndicate with the SCSB with whom the relevant ASBA Accounts are maintained Applications ASBA Application Locations; or in accordance with the Debt Application Circular. ii. to the Designated Branches of the SCSBs where the An ASBA Applicant shall submit the Application Form, which shall be ASBA Account is maintained; or stamped at the relevant Designated Branch of the SCSB. Application Forms in physical mode, which shall be stamped, can also be submitted to be iii. to Trading Members only at the Syndicate ASBA Members of the Syndicate and the Trading Members at the Syndicate ASBA Application Locations. Application Locations. The SCSB shall block an amount in the ASBA Non- ASBA i. to the Members of the Syndicate; or $FFRXQWHTXDOWRWKH$SSOLFDWLRQ$PRXQWVSHFL¿HGLQWKH$SSOLFDWLRQ)RUP Applications ii. to Trading Members. 2XU &RPSDQ\ RXU GLUHFWRUV DI¿OLDWHV DVVRFLDWHV DQG WKHLU UHVSHFWLYH 8. Application Size GLUHFWRUV DQG RI¿FHUV /HDG 0DQDJHUV DQG WKH 5HJLVWUDU VKDOO QRW WDNH Each Application should be for a minimum of 10 NCDs and in multiples of any responsibility for acts, mistakes, errors, omissions and commissions one NCD thereafter for all options of NCDs, (namely Option I, Option II, etc. in relation to ASBA Applications accepted by SCSBs and Trading Option III, Option IV, Option V, Option VI, Option VII, Option VIII, Option Members, Applications uploaded by SCSBs, Applications accepted but not IX, Option X and Option XI either taken individually or collectively). uploaded by SCSBs or Applications accepted and uploaded without blocking funds in the ASBA Accounts. It shall be presumed that for Applications APPLICATIONS BY VARIOUS APPLICANT CATEGORIES uploaded by SCSBs, the Application Amount has been blocked in the relevant ASBA Account. Further, all grievances against Trading Members 9. Applications by Mutual Funds in relation to the Tranche I Issue should be made by Applicants directly A mutual fund scheme cannot invest more than 15.00% of its NAV in to the Stock Exchange. debt instruments issued by a single company which are rated not below Non- ASBA Applications for Allotment of the NCDs in dematerialised form investment grade by a credit rating agency authorised to carry out such activity. Such investment limit may be extended to 20.00% of the NAV $SSOLFDQWVPD\VXEPLWGXO\¿OOHGLQ$SSOLFDWLRQ)RUPVHLWKHULQSK\VLFDO of the scheme with the prior approval of the board of trustees and the or downloaded Application Forms to the Members of the Syndicate or the board of asset management company. Trading Members accompanied by account payee cheques/ demand drafts prior to or on the Issue Closing Date. The Members of the Syndicate A separate Application can be made in respect of each scheme of an and Trading Members shall, upload the non-ASBA Application on the Indian mutual fund registered with SEBI and such Applications shall not online platforms of the Stock Exchange from 10:00 a.m. till 5.00 p.m. be treated as multiple Applications. Applications made by the AMCs or (Indian Standard Time) during the Issue Period, following which they custodians of a Mutual Fund shall clearly indicate the name of the concerned shall acknowledge the uploading of the Application Form by stamping scheme for which the Application is being made. An Application Form the acknowledgment slip with the date and time and returning it to the by a mutual fund registered with SEBI for Allotment of the NCDs must Applicant. This acknowledgment slip shall serve as the duplicate of the EH DOVR DFFRPSDQLHG E\ FHUWL¿HG WUXH FRSLHV RI L LWV 6(%, UHJLVWUDWLRQ Application Form for the records of the Applicant and the Applicant should FHUWL¿FDWHV LL WKHWUXVWGHHGLQUHVSHFWRIVXFKPXWXDOIXQG LL DUHVROXWLRQ preserve this and should provide the same for any grievances relating to authorising investment and containing operating instructions and (iii) their Applications. specimen signatures of authorized signatories. Failing this, our Company reserves the right to accept or reject any Application from a Mutual Fund Upon uploading the Application on the online platform of the Stock for Allotment of the NCDs in whole or in part, in either case, without Exchange, the Members of the Syndicate and Trading Members will assigning any reason therefor. submit the Application Forms, along with the relevant payment instruments (cheques or demand drafts) to the Escrow Collection Banks, which will $SSOLFDWLRQE\6FKHGXOHG%DQNV&RRSHUDWLYH%DQNVDQG55%V realise the payment instrument, and send the Application details to the Scheduled Banks, Co-operative Banks and RRBs can apply in the Tranche Registrar. The Members of the Syndicate/ Trading Members are requested to I Issue based upon their own investment limits and approvals. Applications note that all Applicants are required to be banked with only the designated E\WKHPIRU$OORWPHQWRIWKH1&'VPXVWEHDFFRPSDQLHGE\FHUWL¿HGWUXH
8 MUTHOOT FINANCE LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS copies of (i) a board resolution authorising investments; and (ii) a letter ,QGLDQVFLHQWL¿FDQGRULQGXVWULDOUHVHDUFKRUJDQL]DWLRQVZKLFK of authorisation. Failing this, our Company reserves the right to accept DUHDXWKRUL]HGWRLQYHVWLQWKH1&'V or reject any Application for Allotment of the NCDs in whole or in part, $SSOLFDWLRQVE\VFLHQWL¿FDQGRULQGXVWULDOUHVHDUFKRUJDQLVDWLRQVZKLFK in either case, without assigning any reason therefor. DUHDXWKRULVHGWRLQYHVWLQWKH1&'VPXVWEHDFFRPSDQLHGE\FHUWL¿HGWUXH 11. Application by Insurance Companies copies of: (i) any Act/rules under which such Applicant is incorporated; In case of Applications for Allotment of the NCDs made by an Insurance (ii) a resolution of the board of directors of such Applicant authorising &RPSDQ\DFHUWL¿HGFRS\RILWVFHUWL¿FDWHRIUHJLVWUDWLRQLVVXHGE\,5'$ investments; and (iii) specimen signature of authorized persons of such must be lodged along with Application Form. The Applications must be Applicant. Failing this, our Company reserves the right to accept or reject DFFRPSDQLHG E\ FHUWL¿HG FRSLHV RI L LWV 0HPRUDQGXP DQG$UWLFOHV RI any Applications for Allotment of the NCDs in whole or in part, in either Association; (ii) a power of attorney (iii) a resolution authorising investment case, without assigning any reason therefor. and containing operating instructions; and (iv) specimen signatures of 3DUWQHUVKLS ¿UPV IRUPHG XQGHU DSSOLFDEOH ,QGLDQ ODZV LQ WKH authorized signatories. Failing this, our Company reserves the right to name of the partners and Limited Liability Partnerships formed and accept or reject any Application for Allotment of the NCDs in whole or UHJLVWHUHG XQGHU WKH SURYLVLRQV RI WKH /LPLWHG /LDELOLW\ 3DUWQHUVKLS in part, in either case, without assigning any reason therefor. Act, 2008 $SSOLFDWLRQVE\$OWHUQDWLYH,QYHVWPHQWV)XQGV $SSOLFDWLRQVPDGHE\SDUWQHUVKLS¿UPVDQGOLPLWHGOLDELOLW\SDUWQHUVKLSV Applications made by an Alternative Investments Fund eligible to invest formed and registered under the Limited Liability Partnership Act, 2008 in accordance with the Securities and Exchange Board of India (Alternate PXVWEHDFFRPSDQLHGE\FHUWL¿HGWUXHFRSLHVRI L WKHSDUWQHUVKLSGHHG ,QYHVWPHQW)XQGV 5HJXODWLRQVPXVWEHDFFRPSDQLHGE\FHUWL¿HGWUXH for such Applicants; (ii) any documents evidencing registration of such FRSLHVRI L WKH6(%,UHJLVWUDWLRQFHUWL¿FDWHRIVXFK$OWHUQDWLYH,QYHVWPHQW Applicant thereof under applicable statutory/regulatory requirements; Fund; (ii) a resolution authorising the investment and containing operating (iii) a resolution authorizing the investment and containing operating instructions; and (iii) specimen signatures of authorised persons. Failing instructions; and (iv) specimen signature of authorized persons of such this, our Company reserves the right to accept or reject any Applications Applicant. Failing this, our Company reserves the right to accept or reject for Allotment of the NCDs in whole or in part, in either case, without any Applications for Allotment of the NCDs in whole or in part, in either assigning any reason thereof. Alternative Investment Funds applying for case, without assigning any reason therefor. Allotment of the NCDs shall at all time comply with the conditions for 18. Applications under a power of attorney by limited companies, FDWHJRULHVDVSHUWKHLU6(%,UHJLVWUDWLRQFHUWL¿FDWHDQGWKH6HFXULWLHVDQG corporate bodies and registered societies Exchange Board of India (Alternate Investment Funds) Regulations, 2012. In case of Applications made pursuant to a power of attorney by Applicants 13. Applications by Trusts IURP&DWHJRU\,DFHUWL¿HGFRS\RIWKHSRZHURIDWWRUQH\RUWKHUHOHYDQW In case of Applications for Allotment of the NCDs made by trusts, settled UHVROXWLRQ RU DXWKRULW\ DV WKH FDVH PD\ EH DORQJ ZLWK D FHUWL¿HG FRS\ under the Indian Trusts Act, 1882, or any other statutory and/or regulatory of the memorandum of association and articles of association and/or bye provision governing the settlement of trusts in India, Applicants must laws must be lodged along with the Application Form. Failing this, our VXEPLW D L D FHUWL¿HG FRS\ RI WKH UHJLVWHUHG LQVWUXPHQW IRU FUHDWLRQ RI Company reserves the right to accept or reject any Application in whole such trust; (ii) a power of attorney, if any, in favour of one or more trustees or in part, in either case, without assigning any reason therefor. thereof; (iii) such other documents evidencing registration thereof under In case of Applications made pursuant to a power of attorney by Applicants applicable statutory/regulatory requirements. Further, any trusts applying IURP&DWHJRU\,,DQG&DWHJRU\,,,DFHUWL¿HGFRS\RIWKHSRZHURIDWWRUQH\ for NCDs pursuant to the Tranche I Issue must ensure that (a) they are must be lodged along with the Application Form. authorised under applicable statutory/regulatory requirements and their In case of physical ASBA Applications made pursuant to a power of constitution instrument to hold and invest in debentures; (b) they have DWWRUQH\DFHUWL¿HGFRS\RIWKHSRZHURIDWWRUQH\PXVWEHORGJHGDORQJ obtained all necessary approvals, consents or other authorisations, which with the Application Form. Failing this, our Company, in consultation may be required under applicable statutory and/or regulatory requirements with the Lead Managers, reserves the right to reject such Applications. to invest in debentures; and (c) Applications made by them do not exceed the investment limits or maximum number of NCDs that can be held 2XU &RPSDQ\ LQ LWV DEVROXWH GLVFUHWLRQ UHVHUYHV WKH ULJKW WR UHOD[ by them under applicable statutory and or regulatory provisions. Failing WKH DERYH FRQGLWLRQ RI DWWDFKLQJ WKH SRZHU RI DWWRUQH\ DORQJ ZLWK this, our Company reserves the right to accept or reject any Applications the Application Forms subject to such terms and conditions that our for Allotment of the NCDs in whole or in part, in either case, without &RPSDQ\DQGWKH/HDG0DQDJHUVPD\GHHP¿W assigning any reason therefor. $SSOLFDWLRQV E\ SURYLGHQW IXQGV SHQVLRQ IXQGV VXSHUDQQXDWLRQ 14. Applications by Public Financial Institutions or statutory IXQGVDQGJUDWXLW\IXQGVZKLFKDUHDXWKRUL]HGWRLQYHVWLQWKH1&'V FRUSRUDWLRQVZKLFKDUHDXWKRUL]HGWRLQYHVWLQWKH1&'V Applications by provident funds, pension funds, superannuation funds and Applications by Public Financial Institutions or statutory corporation for gratuity funds which are authorised to invest in the NCDs, for Allotment $OORWPHQWRIWKH1&'VPXVWEHDFFRPSDQLHGE\FHUWL¿HGWUXHFRSLHVRI RIWKH1&'VPXVWEHDFFRPSDQLHGE\FHUWL¿HGWUXHFRSLHVRI L DQ\$FW (i) any Act/rules under which such Applicant is incorporated; (ii) a resolution rules under which they are incorporated; (ii) a power of attorney, if any, in of the board of directors of such Applicant authorising investments; and favour of one or more trustees thereof, (ii) a board resolution authorising (iii) specimen signature of authorized persons of such Applicant. Failing investments; (iii) such other documents evidencing registration thereof this, our Company reserves the right to accept or reject any Applications under applicable statutory/regulatory requirements; (iv) specimen signature for Allotment of the NCDs in whole or in part, in either case, without RIDXWKRUL]HGSHUVRQ Y DFHUWL¿HGFRS\RIWKHUHJLVWHUHGLQVWUXPHQWIRU assigning any reason therefor. FUHDWLRQRIVXFKIXQGWUXVW DQG YL DQ\WD[H[HPSWLRQFHUWL¿FDWHLVVXHG by Income Tax authorities. Failing this, our Company reserves the right 15. Applications made by companies, bodies corporate and societies to accept or reject any Applications for Allotment of the NCDs in whole registered under the applicable laws in India or in part, in either case, without assigning any reason therefor. Applications made by companies, bodies corporate and registered societies $SSOLFDWLRQVE\1DWLRQDO,QYHVWPHQW)XQGV for Allotment of the NCDs must be accompanied by certified true copies of: (i) any Act/rules under which such Applicant is incorporated; Application made by a National Invest Fund for Allotment of the NCDs (ii) a resolution of the board of directors of such Applicant authorising PXVWEHDFFRPSDQLHGE\FHUWL¿HGWUXHFRSLHVRI L DUHVROXWLRQDXWKRULVLQJ investments; and (iii) specimen signature of authorized persons of such investment and containing operating instructions; and (ii) specimen Applicant. Failing this, our Company reserves the right to accept or reject signatures of authorized persons. Failing this, our Company reserves the any Applications for Allotment of the NCDs in whole or in part, in either right to accept or reject any Applications for Allotment of the NCDs in case, without assigning any reason therefor. whole or in part, in either case, without assigning any reason therefor. MUTHOOT FINANCE LIMITED 9 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS 21. Applications cannot be made by: c) The monies deposited in the Escrow Account will be held for the (a) Minors without a guardian name (A guardian may apply on behalf EHQH¿WRIWKH$SSOLFDQWVXQWLOWKH'HVLJQDWHG'DWH of a minor. However, the name of the guardian will need to be d) On the Designated Date, the Escrow Collection Banks shall transfer mentioned on the Application Form); the funds from the Escrow Account as per the terms of the Escrow (b) Foreign nationals; Agreement and the Tranche I Prospectus into the Public Issue Account. The Escrow Collection Bank shall also, upon receipt of (c) Persons resident outside India; instructions from the Lead Managers and the Registrar, transfer all (d) Foreign Institutional Investors; amounts payable to Applicants, who have not been allotted NCDs (e) Non Resident Indians; to the Refund Accounts. I 4XDOL¿HG)RUHLJQ,QYHVWRUV Applications accompanied by non-CTS cheques are liable to be (g) Overseas Corporate Bodies; rejected, if the non-CTS cheque is not cleared within 6 working days of the closure of the Tranche I Issue. (h) Foreign Venture Capital Funds; Please note that Applicants from Category I can also pay Application (i) Persons ineligible to contract under applicable statutory/ regulatory Amounts through the RTGS mechanism. requirements. Applicants should note that the escrow mechanism is not prescribed by In case of Applications for Allotment of the NCDs in dematerialised form, SEBI and has been established as an arrangement between our Company, the Registrar shall verify the above on the basis of the records provided the Lead Managers, the Escrow Collection Banks and the Registrar to by the Depositories based on the DP ID and Client ID provided by the facilitate collections from the Applicants. Applicants in the Application Form and uploaded onto the electronic system of the Stock Exchanges by the Members of the Syndicate or the Please note that Applications accompanied by Application Amounts in Trading Members, as the case may be. cash/ stock invest/ money orders/ postal orders will not be accepted. 22. Payment instructions The Escrow Collection Banks will act in terms of the Tranche I Prospectus and the Escrow Agreement. The Escrow Collection Banks shall not exercise Payment mechanism for ASBA Applicants any lien whatsoever over the monies deposited therein. It is mandatory An ASBA Applicant shall specify details of the ASBA Account Number for our Company to keep the proceeds of the Tranche I Issue in an in the Application Form and the relevant SCSB shall block an amount escrow account until the documents for creation of security as stated in HTXLYDOHQWWRWKH$SSOLFDWLRQ$PRXQWLQWKH$6%$$FFRXQWVSHFL¿HGLQ the Tranche I Prospectus are executed. the Application Form. Upon receipt of an intimation from the Registrar to On the Designated Date, the Escrow Collection Banks shall transfer the Issue, the SCSBs shall, on the Designated Date, transfer such blocked the funds represented by Allotment of NCDs (other than in respect of amount from the ASBA Account to the Public Issue Account in terms of Allotment to successful ASBA Applicants) from the Escrow Account, as WKH(VFURZ$JUHHPHQW7KHEDODQFHDPRXQWUHPDLQLQJDIWHUWKH¿QDOLVDWLRQ per the terms of the Escrow Agreement, into the Public Issue Account(s) of the Basis of Allotment shall be unblocked by the SCSBs on the basis provided that our Company will have access to such funds only after of the instructions issued in this regard by the Registrar to the respective receipt of minimum subscription which is 75% of the Base Issue before SCSB within 12 (twelve) Working Days of the Issue Closing Date. The WKH,VVXH&ORVLQJ'DWHUHFHLSWRI¿QDOOLVWLQJDQGWUDGLQJDSSURYDOIURP Application Amount shall remain blocked in the ASBA Account until the Stock Exchange and execution of the Debenture Trust Deed. transfer of the Application Amount to the Public Issue Account, or until withdrawal/ failure of the Tranche I Issue or until rejection of the ASBA 23. Additional information for Applicants Application, as the case may be. $SSOLFDWLRQ)RUPVVXEPLWWHGE\$SSOLFDQWVZKRVHEHQH¿FLDU\DFFRXQWV Payment mechanism for non ASBA Applicants are inactive shall be rejected. We shall open Escrow Accounts with one or more Escrow Collection Banks 2. For ASBA Applicants, no separate receipts will be issued for the in whose favour the Applicants (except for ASBA Applicants) shall draw money blocked on the submission of Application Form. However, cheques or demand drafts. All Applicants would be required to pay the the collection centre of the Members of the Syndicate or the SCSB full Application Amount at the time of the submission of the Application or the Trading Member, as the case may be, will acknowledge the Form. Cheques or demand drafts for the Application Amount received receipt of the Application Forms by stamping and returning to the from Applicants would be deposited by the Members of the Syndicate and Applicant the acknowledgement slip. This acknowledgement slip Trading Members, as the case may be, in the Escrow Accounts. will serve as the duplicate of the Application Form for the records of the Applicant. Details of the branches of the Escrow Collection Banks where the Application Forms along with cheques/ demand drafts submitted by a 3. Applications should be submitted on the Application Form only. In non-ASBA Applicants shall be deposited by the Members of the Syndicate the event that physical Application Forms do not bear the stamp and Trading Members are available on the website of the Lead Managers of the Members of the Syndicate/ Trading Member or the relevant Designated Branch, they are liable to be rejected. DWZZZHGHOZHLVV¿QFRPDQGZZZDNFDSLQGLDFRP$OLQNWRWKHVDLGZHE pages shall also be available on the website of BSE at www.bseindia. 4. Application Forms submitted by Applicants shall be for allotment of com. A link shall also be provided to the above mentioned websites in NCDs only in dematerialized form. the Application Form as well. $SSOLFDQWVDUHDGYLVHGQRWWRVXEPLW$SSOLFDWLRQ)RUPVWR(VFURZ Each Applicant (except for ASBA Applicants) shall draw a cheque or Collection Banks and the same will be rejected in such cases and demand draft for the Application Amount as per the following terms: WKH$SSOLFDQWVZLOOQRWEHHQWLWOHGWRDQ\FRPSHQVDWLRQZKDWVRHYHU a) The payment instruments from the Applicants shall be payable into 25. Filing of the Shelf Prospectus and Tranche Prospectus with ROC the Escrow Account drawn in favour of “Escrow Account Muthoot A copy of the Shelf Prospectus and the Tranche I Prospectus has been Finance NCD Public Issue ”. ¿OHG ZLWK WKH 52& LQ DFFRUGDQFH ZLWK VHFWLRQ DQG VHFWLRQ RI WKH b) Payments should be made by cheque, or a demand draft drawn on Companies Act, 2013. any bank (including a co-operative bank), which is situated at, and is 3UH,VVXH$GYHUWLVHPHQW a member of or sub-member of the bankers’ clearing house located Our Company will issue a statutory advertisement on or before the at the centre where the Application Form is submitted. Outstation Issue Opening Date. This advertisement will contain the information cheques/bank drafts drawn on banks not participating in the clearing as prescribed under the SEBI Debt Regulations and Section 30 of the process will not be accepted and Applications accompanied by such cheques or bank drafts are liable to be rejected. &RPSDQLHV$FW0DWHULDOXSGDWHVLIDQ\EHWZHHQWKHGDWHRI¿OLQJ 10 MUTHOOT FINANCE LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS of the Tranche I Prospectus with the ROC and the date of release of this FRGH7KHVH'HPRJUDSKLF'HWDLOVZRXOGEHXVHGIRUJLYLQJ$OORWPHQW statutory advertisement will be included in the statutory advertisement. $GYLFH DQG UHIXQGV IRU QRQ$6%$ $SSOLFDQWV LI DQ\ WR WKH 27. Instructions for completing the Application Form $SSOLFDQWV+HQFH$SSOLFDQWVDUHDGYLVHGWRLPPHGLDWHO\XSGDWHWKHLU Demographic Details (including bank account details) as appearing on (a) Applications must be made in the prescribed Application Form. the records of the Depository Participant and ensure that they are true (b) Application Forms are to be completed in full, in BLOCK LETTERS and correct. Please note that failure to do so could result in delays in ENGLISH and in accordance with the instructions contained in the LQ GHVSDWFK FUHGLW RI UHIXQGV WR $SSOLFDQWV GHOLYHU\ RI $OORWPHQW Shelf Prospectus, the Tranche I Prospectus and the Application Form. $GYLFHRUXQEORFNLQJRI$6%$$FFRXQWVDWWKH$SSOLFDQWV¶VROHULVN Incomplete Application Forms are liable to be rejected. Applicants and neither the Members of the Syndicate nor the Trading Members, should note that the Members of the Syndicate, or the Trading nor the Registrar, nor the Escrow Collection Banks, nor the SCSBs, Members, as appropriate, will not be liable for errors in data entry QRU RXU &RPSDQ\ VKDOO KDYH DQ\ UHVSRQVLELOLW\ DQG XQGHUWDNH DQ\ due to incomplete or illegible Application Forms. liability for the same. (c) Applications are required to be for a minimum of such NCDs and Applicants should note that in case the DP ID, Client ID and PAN LQ PXOWLSOHV RI VXFK 1&'V WKHUHDIWHU DV VSHFL¿HG LQ WKH 7UDQFKH , mentioned in the Application Form, as the case may be and entered Prospectus. into the electronic Application system of the Stock Exchanges by the (d) Thumb impressions and signatures other than in the languages Members of the Syndicate, the Trading Members or the SCSBs, as VSHFL¿HGLQWKH(LJKWK6FKHGXOHLQWKH&RQVWLWXWLRQRI,QGLDPXVWEH the case may be, do not match with the DP ID, Client ID and PAN attested by a Magistrate or a Notary Public or a Special Executive DYDLODEOHLQWKH'HSRVLWRU\GDWDEDVHRULQFDVH3$1LVQRWDYDLODEOHLQ 0DJLVWUDWHXQGHURI¿FLDOVHDO the Depository database, the Application Form is liable to be rejected and our Company, and the Members of the Syndicate shall not be (e) Applications should be in single or joint names and not exceeding liable for losses, if any. three names, and in the same order as their Depository Participant details and Applications should be made by Karta in case the Applicant These Demographic Details would be used for all correspondence with the is an HUF. Applicants including mailing of the Allotment Advice and printing of bank particulars on the refund orders or for refunds through electronic transfer (f) Applicants applying for Allotment must provide details of valid of funds, as applicable. The Demographic Details given by Applicants in and active DP ID, Client ID and PAN clearly and without error. the Application Form would not be used for any other purpose by the On the basis of such Applicant’s active DP ID, Client ID and PAN Registrar except in relation to the Tranche I Issue. provided in the Application Form, and as entered into the electronic Application system of the Stock Exchange by SCSBs, the Members By signing the Application Form, Applicants applying for the NCDs would of the Syndicate at the Syndicate ASBA Application Locations and be deemed to have authorised the Depositories to provide, upon request, to the Trading Members, as the case may be, the Registrar will obtain the Registrar, the required Demographic Details as available on its records. from the Depository the Demographic Details. Invalid accounts, Refund orders/ Allotment Advice would be mailed by speed post or VXVSHQGHG DFFRXQWV RU ZKHUH VXFK DFFRXQW LV FODVVL¿HG DV LQYDOLG registered post at the address of the Applicants as per the Demographic or suspended may not be considered for Allotment of the NCDs. Details received from the Depositories. Applicants may note that delivery (g) ASBA Applicants must ensure that their Application Forms are: of refund orders/ Allotment Advice may get delayed if the same once sent to the address obtained from the Depositories are returned undelivered. In (i) made in a single name; and such an event, the address and other details given by the Applicant (other (ii) completed in full, in BLOCK LETTERS in ENGLISH and in than ASBA Applicants) in the Application Form would be used only to accordance with the instructions contained in the Shelf Prospectus, ensure dispatch of refund orders. Further, please note that any such delay the Tranche I Prospectus and in the Application Form. shall be at such Applicants’ sole risk and neither our Company, Escrow (h) If the ASBA Account holder is different from the ASBA Applicant, Collection Banks, Registrar nor the Lead Managers shall be liable to the Application Form should be signed by the ASBA Account holder compensate the Applicant for any losses caused to the Applicants due to also, in accordance with the instructions provided in the Application any such delay or liable to pay any interest for such delay. In case of Form. refunds through electronic modes as detailed in the Tranche I Prospectus, (i) All Applicants are required to tick the relevant column in the “Category refunds may be delayed if bank particulars obtained from the Depository of Investor” box in the Application Form. Participant are incorrect. (j) Applications for all the Options of the NCDs may be made in a In case of Applications made under powers of attorney, our Company in single Application Form only. its absolute discretion, reserves the right to permit the holder of a power of attorney to request the Registrar that for the purpose of printing particulars (k) All Applicants are required to tick the relevant box of the “Mode on the refund order and mailing of the refund orders/Allotment Advice of Application” in the Application Form, choosing either the ASBA through speed post or registered post, the Demographic Details obtained or Non-ASBA mechanism. from the Depository of the Applicant shall be used. 28. Applicants’ PAN, Depository Account and Bank Account Details :LWKHIIHFWIURP$XJXVWWKHEHQH¿FLDU\DFFRXQWVRI$SSOLFDQWV ALL APPLICANTS APPLYING FOR ALLOTMENT OF THE NCDS IRUZKRP3$1GHWDLOVKDYHQRWEHHQYHUL¿HGVKDOOEHVXVSHQGHGIRUFUHGLW SHOULD MENTION THEIR DP ID, CLIENT ID AND PAN IN THE and no credit of Bonds pursuant to the Tranche I Issue will be made into APPLICATION FORM. APPLICANTS MUST ENSURE THAT THE the accounts of the Applicants. Application Forms submitted by Applicants DP ID, CLIENT ID AND PAN GIVEN IN THE APPLICATION ZKRVHEHQH¿FLDU\DFFRXQWVDUHLQDFWLYHVKDOOEHUHMHFWHG)XUWKHUPRUHLQ FORM IS EXACTLY THE SAME AS THE DP ID, CLIENT ID case no corresponding record is available with the Depositories, which AND PAN AVAILABLE IN THE DEPOSITORY DATABASE. IF matches the three parameters, namely, DP ID, Client ID and PAN, then THE BENEFICIARY ACCOUNT IS HELD IN JOINT NAMES, THE such Applications are liable to be rejected. APPLICATION FORM SHOULD CONTAIN THE NAME AND PAN 29. Electronic registration of Applications OF BOTH THE HOLDERS OF THE BENEFICIARY ACCOUNT AND SIGNATURES OF BOTH HOLDERS WOULD BE REQUIRED (a) The Members of the Syndicate, SCSBs and Trading Members IN THE APPLICATION FORM. will register the Applications using the on-line facilities of Stock Exchange. The Lead Managers, our Company, and the Registrar 2QWKHEDVLVRIWKH'3,'&OLHQW,'DQG3$1SURYLGHGE\WKHPLQ are not responsible for any acts, mistakes or errors or omission the Application Form, the Registrar will obtain from the Depository and commissions in relation to (i) the Applications accepted by the the Demographic Details of the Applicants including PAN and MICR SCSBs and Trading Members, (ii) the Applications uploaded by the
MUTHOOT FINANCE LIMITED 11 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS SCSBs and the Trading Members, (iii) the Applications accepted Designated Braches of the SCSBs will be given up to one Working but not uploaded by the SCSBs or the Trading Members, (iv) with Day after the Issue Closing Date to modify/ verify certain selected respect to ASBA Applications accepted and uploaded by the SCSBs ¿HOGV XSORDGHG LQ WKH RQOLQH V\VWHP GXULQJ WKH ,VVXH 3HULRG DIWHU without blocking funds in the ASBA Accounts or (iv) with respect which the data will be sent to the Registrar for reconciliation with to ASBA Applications accepted and uploaded by Members of the the data available with the NSDL and CDSL. Syndicate at the Syndicate ASBA Application Locations for which General Instructions the Application Amounts are not blocked by the SCSBs. 30. Do’s (b) The Stock Exchange will offer an electronic facility for registering Applications for the Tranche I Issue. This facility will be available Check if you are eligible to apply as per the terms of the Draft on the terminals of Members of the Syndicate, Trading Members Shelf Prospectus, the Shelf Prospectus, the Tranche I Prospectus and the SCSBs during the Issue Period. On the Issue Closing Date, and applicable law; the Members of the Syndicate, Trading Members and the Designated Read all the instructions carefully and complete the Application Branches of the SCSBs shall upload the Applications till such time Form; as may be permitted by the Stock Exchange. This information will (QVXUHWKDWWKHGHWDLOVDERXW'HSRVLWRU\3DUWLFLSDQWDQGEHQH¿FLDU\ be available with the Members of the Syndicate, Trading Members DFFRXQWDUHFRUUHFWDQGWKHEHQH¿FLDU\DFFRXQWLVDFWLYH and the Designated Branches of the SCSBs on a regular basis. $SSOLFDWLRQV DUH UHTXLUHG WR EH LQ VLQJOH RU MRLQW QDPHV QRW PRUH $SSOLFDQWVDUHFDXWLRQHGWKDWDKLJKLQÀRZRIKLJKYROXPHVRQWKH than three); last day of the Issue Period may lead to some Applications received on the last day not being uploaded and such Applications will not ,Q FDVH RI DQ +8) DSSO\LQJ WKURXJK LWV .DUWD WKH $SSOLFDQW LV be considered for allocation. required to specify the name of an Applicant in the Application Form as ‘XYZ Hindu Undivided Family applying through PQR’, where (c) Based on the aggregate demand for Applications registered on the PQR is the name of the Karta; electronic facilities of the Stock Exchange, a graphical representation of consolidated demand for the NCDs, as available on the websites (QVXUH WKDW$SSOLFDWLRQV DUH VXEPLWWHG WR WKH 0HPEHUV RI WKH of the Stock Exchange, would be made available at the Application Syndicate, Trading Members or the Designated Branches of the centres as provided in the Application Form during the Issue Period. SCSBs, as the case may be, before the closure of application hours on the Issue Closing Date; (d) At the time of registering each Application, SCSBs, the Members of the Syndicate and Trading Members, as the case may be, shall enter (QVXUH WKDW WKH$SSOLFDWLRQ )RUPV IRU QRQ$6%$$SSOLFDQWV the details of the Applicant, such as the Application Form number, are submitted at the collection centres provided in the Application PAN, Applicant category, DP ID, Client ID, number and Option(s) of Forms, bearing the stamp of a Member of the Syndicate or a Trading NCDs applied, Application Amounts, details of payment instruments Members of the Stock Exchange, as the case may be; (for non – ASBA Applications) and any other details that may be ,QIRUPDWLRQSURYLGHGE\WKH$SSOLFDQWVLQWKH$SSOLFDWLRQ)RUPZLOO prescribed by the online uploading platform of the Stock Exchange. be uploaded on to the online platform of the Stock Exchange by the (e) A system generated TRS will be given to the Applicant as a proof of Members of the Syndicate and Trading Members, as the case may be, the registration of his Application. It is the Applicant’s responsibility and the electronic data will be used to make allocation/ Allotment. to obtain the TRS from the SCSBs, Members of the Syndicate or The Applicants should ensure that the details are correct and legible; the Trading Members, as the case may be. The registration of the (QVXUH WKDW WKH$SSOLFDQW¶V QDPHV IRU$SSOLFDWLRQV IRU WKH 1&'V Applications by the SCSBs, Members of the Syndicate or Trading in dematerialised form) given in the Application Form is exactly the Members does not guarantee that the NCDs shall be allocated/ VDPHDVWKHQDPHVLQZKLFKWKHEHQH¿FLDU\DFFRXQWLVKHOGZLWKWKH Allotted by our Company. Such TRS will be non-negotiable and by Depository Participant. In case the Application Form is submitted in itself will not create any obligation of any kind. MRLQWQDPHVHQVXUHWKDWWKHEHQH¿FLDU\DFFRXQWLVDOVRKHOGLQVDPH (f) The permission given by the Stock Exchange to use their network joint names and such names are in the same sequence in which they and software of the online system should not in any way be deemed appear in the Application Form; or construed to mean that the compliance with various statutory (QVXUH WKDW \RX KDYH IXQGV HTXDO WR RU PRUH WKDQ WKH$SSOLFDWLRQ and other requirements by our Company, and/or the Lead Managers Amount in your ASBA Account before submitting the Application are cleared or approved by the Stock Exchange; nor does it in any Form for ASBA Applications; manner warrant, certify or endorse the correctness or completeness (QVXUHWKDW\RXPHQWLRQ\RXU3$1LQWKH$SSOLFDWLRQ)RUP,QFDVH of any of the compliance with the statutory and other requirements of joint applicants, the PAN of all the Applicants should be provided, QRUGRHVLWWDNHDQ\UHVSRQVLELOLW\IRUWKH¿QDQFLDORURWKHUVRXQGQHVV and for HUFs, PAN of the HUF should be provided. Any Application of our Company, the management or any scheme or project of our Form without the PAN is liable to be rejected. Applicants should Company; nor does it in any manner warrant, certify or endorse the not submit the GIR Number instead of the PAN as the Application correctness or completeness of any of the contents of the Tranche I is liable to be rejected on this ground; Prospectus; nor does it warrant that the NCDs will be listed or will continue to be listed on the Stock Exchange. Except for Application (i) on behalf of the Central or State *RYHUQPHQWDQGRI¿FLDOVDSSRLQWHGE\WKHFRXUWVDQG LL VXEMHFWWR (g) In case of apparent data entry error by either the Members of the the circular dated April 3, 2008 issued by SEBI) from the residents Syndicate or the Trading Members, in entering the Application of the state of Sikkim, each of the Applicants should provide their Form number in their respective schedules, other things remaining PAN. Application Forms in which the PAN is not provided will be unchanged, the Application Form may be considered as valid and rejected. The exemption for the Central or State Government and such exceptions may be recorded in minutes of the meeting submitted RI¿FLDOV DSSRLQWHG E\ WKH FRXUWV DQG IRU LQYHVWRUV UHVLGLQJ LQ WKH to the Designated Stock Exchange. State of Sikkim is subject to (a) the Demographic Details received (h) Only Applications that are uploaded on the online system of the IURP WKH UHVSHFWLYH GHSRVLWRULHV FRQ¿UPLQJ WKH H[HPSWLRQ JUDQWHG Stock Exchange shall be considered for Allotment. The Members of WR WKH EHQH¿FLDU\ RZQHU E\ D VXLWDEOH GHVFULSWLRQ LQ WKH 3$1 ¿HOG the Syndicate, Trading Members and the Designated Braches of the DQGWKHEHQH¿FLDU\DFFRXQWUHPDLQLQJLQ³DFWLYHVWDWXV´ DQG E LQ 6&6%VVKDOOFDSWXUHDOOGDWDUHOHYDQWIRUWKHSXUSRVHVRI¿QDOL]LQJWKH the case of residents of Sikkim, the address as per the demographic Basis of Allotment while uploading Application data in the electronic details evidencing the same. systems of the Stock Exchange. In order that the data so captured is (QVXUHWKDWWKH'HPRJUDSKLF'HWDLOVDVSURYLGHGLQWKH$SSOLFDWLRQ accurate the Members of the Syndicate, Trading Members and the Form are updated, true and correct in all respects;
12 MUTHOOT FINANCE LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS
(QVXUHWKDW\RXUHTXHVWIRUDQGUHFHLYHD756IRUDOO\RXU$SSOLFDWLRQV )RU$6 BA Applicants applying through Syndicate ASBA, ensure that and an acknowledgement as a proof of having been accepted; your Application Form is submitted to the Members of the Syndicate (QVXUH WKDW \RX KDYH REWDLQHG DOO QHFHVVDU\ DSSURYDOV IURP WKH at the Syndicate ASBA Application Locations and not to the Escrow relevant statutory and/or regulatory authorities to apply for, subscribe Collection Banks (assuming that such bank is not a SCSB), to our to and/or seek Allotment of the NCDs; Company, the Registrar or Trading Members; (QVXUH WKDW VLJQDWXUHV RWKHU WKDQ LQ WKH ODQJXDJHV VSHFL¿HG LQ WKH )RU$6%$$SSOLFDQWVDSSO\LQJWKURXJKWKH6&6%VHQVXUHWKDW\RXU Eighth Schedule to the Constitution of India is attested by a Magistrate Application Form is submitted at a Designated Branch of the SCSB RUD1RWDU\3XEOLFRUD6SHFLDO([HFXWLYH0DJLVWUDWHXQGHURI¿FLDO where the ASBA Account is maintained, and not to the Escrow seal; Collection Banks (assuming that such bank is not a SCSB), to our (QVXUH WKDW \RXU$SSOLFDWLRQ )RUP EHDUV WKH VWDPS RI WKH UHOHYDQW Company, the Registrar or the Members of the Syndicate or Trading SCSB, Trading Members or the Members of the Syndicate to whom Members; the Application is submitted; (QVXUH WKDW WKH$SSOLFDWLRQ )RUP LV VLJQHG E\ WKH$6%$$FFRXQW ,QWKHHYHQWWKDW\RXDUHVXEPLWWLQJDQ$SSOLFDWLRQ)RUPWRD7UDGLQJ holder in case the ASBA Applicant is not the account holder; Member, ensure that he is located in a town/ city that has a designated branch of the Escrow Collection Banks (a list of such locations are (QVXUHWKDW\RXKDYHPHQWLRQHGWKHFRUUHFW$6%$$FFRXQWQXPEHU available on the websites of Stock Exchange, the Company and Lead in the Application Form; Managers, a link for the same being available in the Application (QVXUH WKDW \RX KDYH IXQGV HTXDO WR WKH$SSOLFDWLRQ $PRXQW LQ Form); the ASBA Account before submitting the Application Form to the (QVXUHWKDW\RXUHFHLYHD756IURPDGHVLJQDWHGEUDQFKRIDQ6&6% respective Designated Branch, or to the Members of the Syndicate a Trading Member or from the Members of the Syndicate, as the at the Syndicate ASBA Application Locations, or to the Trading case may be, for the submission and upload of your Application Members, as the case may be; Form into the electronic platform of the Stock Exchange; (QVXUH WKDW \RX KDYH FRUUHFWO\ WLFNHG SURYLGHG RU FKHFNHG WKH Applicants (other than ASBA Applicants) are requested to write authorisation box in the Application Form, or have otherwise provided WKH VROH ¿UVW $SSOLFDQW¶V QDPH KLV SKRQH QXPEHU DQG WKH an authorisation to the SCSB via the electronic mode, for the $SSOLFDWLRQQXPEHURQWKHUHYHUVHRIWKHLQVWUXPHQWVE\ZKLFK Designated Branch to block funds in the ASBA Account equivalent the payments are made; to the Application Amount mentioned in the Application Form; and $OO$SSOLFDQWV DUH UHTXHVWHG WR WLFN WKH UHOHYDQW FROXPQ ³&DWHJRU\ of Investor” in the Application Form; and (QVXUH WKDW \RX UHFHLYH DQ DFNQRZOHGJHPHQW IURP WKH 'HVLJQDWHG Branch or the concerned member of the Syndicate, or the Trading 7LFNWKH2SWLRQRI1&'VLQWKH$SSOLFDWLRQ)RUPWKDW\RXZLVKWR Member, as the case may be, for the submission of the Application apply for. Form. 31 . Don’ts 33. Don’ts 'RQRWDSSO\IRUORZHUWKDQWKHPLQLPXP$SSOLFDWLRQVL]H 'R QRW PDNH SD\PHQW RI WKH $SSOLFDWLRQ $PRXQWV LQ DQ\ PRGH 'RQRWSD\WKH$SSOLFDWLRQDPRXQWLQFDVKE\PRQH\RUGHUSRVWDO other than through blocking of the Application Amounts in the ASBA order, stock invest; Accounts shall not be accepted under the ASBA process; 'RQRWVHQGWKH$SSOLFDWLRQ)RUPVE\SRVW LQVWHDGVXEPLWWKHVDPH 'RQRWVXEPLWWKH$SSOLFDWLRQ)RUPZLWKD0HPEHURIWKH6\QGLFDWH to the Members of the Syndicate and Trading Members (as the case at a location other than the Syndicate ASBA Application Locations; may be) only; 'RQRWVXEPLWWKH*,5QXPEHULQVWHDGRIWKH3$1DVWKH$SSOLFDWLRQ 'RQRWVXEPLWQRQ$6%$$SSOLFDWLRQ)RUPVWRDQ\RIWKHFROOHFWLRQ is liable to be rejected on this ground; centres of the Escrow Collection Banks or to the Registrar or directly to the Company; 'R QRW VXEPLW LQFRUUHFW GHWDLOV RI WKH '3 ,' &OLHQW ,' DQG 3$1 RU SURYLGH GHWDLOV IRU D EHQH¿FLDU\ DFFRXQW ZKLFK LV VXVSHQGHG RU 'RQRWVHQG\RXUSK\VLFDO$SSOLFDWLRQ)RUPE\SRVW,QVWHDGVXEPLW IRUZKLFKGHWDLOVFDQQRWEHYHUL¿HGE\WKH5HJLVWUDU the same with a Designated Branch or a member of the Syndicate at 'RQRW¿OOXSWKH$SSOLFDWLRQ)RUPVXFKWKDWWKH1&'VDSSOLHGIRU the Syndicate ASBA Application Locations, or a Trading Member, exceeds the Issue Size and/or investment limit or maximum number as the case may be; and of NCDs that can be held under the applicable laws or regulations 'RQRWVXEPLWPRUHWKDQ¿YH$SSOLFDWLRQ)RUPVSHU$6%$$FFRXQW or maximum amount permissible under the applicable regulations; The Members of the Syndicate and the Trading Members of the 'R QRW VXEPLW$SSOLFDWLRQV RQ SODLQ SDSHU RU RQ LQFRPSOHWH RU Stock Exchange shall ensure they shall accept Application Forms only illegible Application Forms; in such cities/ towns where the designated branches of the Escrow 'RQRWVXEPLWDQ$SSOLFDWLRQLQFDVH\RXDUHQRWHOLJLEOHWRDFTXLUH Collection Banks are available. Details of the branches of the Escrow the NCDs under applicable law or your relevant constitutional Banks where the Application Form along with the cheque/ demand documents or otherwise; draft submitted by a Non ASBA applicant shall be deposited by the 'RQRWVXEPLWWKH$SSOLFDWLRQ)RUPVZLWKRXWWKH$SSOLFDWLRQ$PRXQW Members of the Syndicate and Trading Members are available on the and ZHEVLWH RI WKH /HDG 0DQDJHUV DW ZZZHGHOZHLVV¿QFRP DQG ZZZ 'RQRWDSSO\LI\RXDUHQRWFRPSHWHQWWRFRQWUDFWXQGHUWKH,QGLDQ akcapindia.com. A link to the said web pages shall also be available Contract Act, 1872. on the website of BSE at www.bseindia.com. A link shall also be $GGLWLRQDOLQVWUXFWLRQVVSHFL¿FIRU$6%$$SSOLFDQWV provided to the above mentioned websites in the Application Forms as well. 32. Do’s 34. Submission of Application Forms %HIRUHVXEPLWWLQJWKHSK\VLFDO$SSOLFDWLRQ)RUPZLWKWKH0HPEHURI the Syndicate at the Syndicate ASBA Application Locations ensure For details in relation to the manner of submission of Application WKDWWKH6&6%ZKRVHQDPHKDVEHHQ¿OOHGLQWKH$SSOLFDWLRQ)RUP Forms, see the section titled “ Issue Procedure – Methods of has named a branch in that centre; Application ” at page 68 of the Tranche I Prospectus.
MUTHOOT FINANCE LIMITED 13 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS
OTHER INSTRUCTIONS Application may be rejected on one or more technical grounds, including but not restricted to: 35. Joint Applications 1XPEHURI1&'VDSSOLHGIRUEHLQJOHVVWKDQWKHPLQLPXP$SSOLFDWLRQ Applications may be made in single or joint names (not exceeding three). size; In the case of joint Applications, all payments will be made out in favour RI WKH ¿UVW$SSOLFDQW$OO FRPPXQLFDWLRQV ZLOO EH DGGUHVVHG WR WKH ¿UVW $SSOLFDWLRQVQRWEHLQJVLJQHGE\WKHVROHMRLQW$SSOLFDQWV named Applicant whose name appears in the Application Form and at the $SSOLFDWLRQVVXEPLWWHGZLWKRXWSD\PHQWRIWKH$SSOLFDWLRQ$PRXQW address mentioned therein. ,QYHVWRU&DWHJRU\LQWKH$SSOLFDWLRQ)RUPQRWEHLQJWLFNHG 36. Additional/ Multiple Applications %DQNDFFRXQWGHWDLOVQRWSURYLGHGLQWKH$SSOLFDWLRQ)RUP An Applicant is allowed to make one or more Applications for the NCDs $SSOLFDWLRQV E\ SHUVRQV QRW FRPSHWHQW WR FRQWUDFW XQGHU WKH ,QGLDQ for the same or other Options of NCDs, subject to a minimum Application Contract Act, 1872 including a minor without the name of a guardian; size of ` 10,000.00 and in multiples of ` 1,000.00 thereafter (for all options of NCDs, namely Option I, Option II, Option III, Option IV, Option V, $SSOLFDWLRQV E\ VWRFN LQYHVW RU DFFRPSDQLHG E\ FDVKPRQH\ RUGHU Option VI, Option VII, Option VIII, Option IX, Option X and Option postal order; XI either taken individually or collectively), for each Application. Any )RU $6%$ $SSOLFDWLRQV ZKHUH DQ DXWKRUL]DWLRQ WR WKH 6&6% IRU Application for an amount below the aforesaid minimum Application size blocking funds in the ASBA Account has not been provided; will be deemed as an invalid Application and shall be rejected. However, $SSOLFDWLRQVXSORDGHGDIWHUWKHH[SLU\RIWKHDOORFDWHGWLPHRQWKH,VVXH any Application made by any person in his individual capacity and an Closing Date, unless extended by the Stock Exchange, as applicable; Application made by such person in his capacity as a Karta of an HUF $6%$$SSOLFDWLRQVVXEPLWWHGWRWKH0HPEHUVRI6\QGLFDWHRU7UDGLQJ and/or as joint Applicant (second or third applicant), shall not be deemed Members at locations other than the Syndicate ASBA Application to be multiple Applications. Locations or at a Designated Branch of a SCSB where the ASBA 37. Depository Arrangements Account is not maintained, and ASBA Applications submitted directly to We have made depository arrangements with NSDL and CDSL for issue an Escrow Collecting Bank (assuming that such bank is not a SCSB), and holding of the NCDs in dematerialised form. In this context: to our Company or the Registrar; (i) Tripartite Agreements dated December 8, 2010 and August 25, 2006, $SSOLFDWLRQVPDGHZLWKRXWPHQWLRQLQJWKH3$1RIWKH$SSOLFDQWH[FHSW between us, the Registrar and CDSL and NSDL, respectively have for Applications by or on behalf of the Central or State Government been executed, for offering depository option to the Applicants. DQGWKHRI¿FLDOVDSSRLQWHGE\WKHFRXUWVDQGE\LQYHVWRUVUHVLGLQJLQ (ii) It may be noted that NCDs in electronic form can be traded only on WKH 6WDWH RI 6LNNLP SURYLGHG VXFK FODLPV KDYH EHHQ YHUL¿HG E\ WKH stock exchanges having electronic connectivity with NSDL or CDSL. Depository Participants; The Stock Exchanges have connectivity with NSDL and CDSL. *,5QXPEHUPHQWLRQHGLQWKH$SSOLFDWLRQ)RUPLQVWHDGRI3$1 (iii) Interest or other benefits with respect to the NCDs held in $SSOLFDWLRQVIRUDPRXQWVJUHDWHUWKDQWKHPD[LPXPSHUPLVVLEOHDPRXQWV dematerialised form would be paid to those NCD holders whose names prescribed by applicable regulations; DSSHDU RQ WKH OLVW RI EHQH¿FLDO RZQHUV JLYHQ E\ WKH 'HSRVLWRULHV $SSOLFDWLRQVE\SHUVRQVHQWLWLHVZKRKDYHEHHQGHEDUUHGIURPDFFHVVLQJ to us as on Record Date. In case of those NCDs for which the the capital markets by SEBI; EHQH¿FLDORZQHULVQRWLGHQWL¿HGE\WKH'HSRVLWRU\DVRQWKH5HFRUG $SSOLFDWLRQVE\DQ\SHUVRQVRXWVLGH,QGLD Date/ book closure date, we would keep in abeyance the payment RILQWHUHVWRURWKHUEHQH¿WVWLOOVXFKWLPHWKDWWKHEHQH¿FLDORZQHU )RU DOO $SSOLFDWLRQV IRU $OORWPHQW WKH '3 ,' &OLHQW ,' DQG 3$1 LV LGHQWL¿HG E\ WKH 'HSRVLWRU\ DQG FRQYH\HG WR XV ZKHUHXSRQ WKH mentioned in the Application Form do not match with the Depository LQWHUHVW RU EHQH¿WV ZLOO EH SDLG WR WKH EHQH¿FLDULHV DV LGHQWL¿HG Participant ID, Client ID and PAN available in the records with the within a period of 30 days. depositories; (iv) The trading of the NCDs shall be in dematerialized form only. $SSOLFDWLRQVE\SHUVRQVZKRDUHQRWHOLJLEOHWRDFTXLUHWKH1&'VLQ terms of applicable laws, rules, regulations, guidelines and approvals; For further information relating to Applications for Allotment of the NCDs in dematerialised form, see the sections titled “ Issue Procedure – $SSOLFDWLRQ )RUPV IURP $6%$ $SSOLFDQWV QRW EHLQJ VLJQHG E\ WKH Methods of Application ” and “ Issue Procedure – General Instructions ” ASBA Account holder, if the account holder is different from the at pages 68 and 77 of the Tranche I Prospectus respectively. Applicant; 38. Communications $SSOLFDWLRQVIRUDQDPRXQWEHORZWKHPLQLPXP$SSOLFDWLRQVL]H All future communications in connection with Applications made in the $6%$ $SSOLFDWLRQV QRW KDYLQJ GHWDLOV RI WKH $6%$ $FFRXQW WR EH Tranche I Issue should be addressed to the Registrar quoting all relevant blocked; details as regards the Applicant and its Application. :LWK UHVSHFW WR $6%$ $SSOLFDWLRQV LQDGHTXDWH IXQGV LQ WKH $6%$ $SSOLFDQWV FDQ FRQWDFW RXU &RPSOLDQFH 2I¿FHU DV ZHOO DV WKH FRQWDFW $FFRXQWWRHQDEOHWKH6&6%WREORFNWKH$SSOLFDWLRQ$PRXQWVSHFL¿HG persons of our Company/ Lead Managers or the Registrar in case of any in the Application Form at the time of blocking such Application Pre-Issue related problems. In case of Post-Issue related problems such as $PRXQW LQ WKH $6%$ $FFRXQW RU QR FRQ¿UPDWLRQ LV UHFHLYHG IURP QRQUHFHLSWRI$OORWPHQW$GYLFHFUHGLWRI1&'VLQGHSRVLWRU\¶VEHQH¿FLDU\ the SCSB for blocking of funds; account/ refund orders, etc., applicants may contact our Compliance $SSOLFDWLRQVZKHUHFOHDUIXQGVDUHQRWDYDLODEOHLQ(VFURZ$FFRXQWV 2I¿FHU DV ZHOO DV WKH FRQWDFW SHUVRQV RI RXU &RPSDQ\/HDG 0DQDJHUV DVSHU¿QDOFHUWL¿FDWHVIURP(VFURZ&ROOHFWLRQ%DQNV or Registrar. Please note that Applicants who have applied for the NCDs $SSOLFDWLRQVE\SHUVRQVSURKLELWHGIURPEX\LQJVHOOLQJRUGHDOLQJLQ through Trading Members should contact the Stock Exchange in case of shares, directly or indirectly, by SEBI or any other regulatory authority; any Post-Issue related problems, such as non-receipt of Allotment Advice FUHGLWRI1&'VLQGHSRVLWRU\¶VEHQH¿FLDU\DFFRXQWUHIXQGRUGHUVHWF $SSOLFDWLRQVE\$SSOLFDQWVVHHNLQJ$OORWPHQWLQGHPDWHULDOLVHGIRUP whose demat accounts have been ‘suspended for credit’ pursuant to 39. Rejection of Applications the circular issued by SEBI on July 29, 2010 bearing number CIR/ The Board of Directors and/or any committee of our Company reserves its MRD/DP/22/2010; IXOOXQTXDOL¿HGDQGDEVROXWHULJKWWRDFFHSWRUUHMHFWDQ\$SSOLFDWLRQLQ 1RQ $6%$ $SSOLFDWLRQV DFFRPSDQLHG E\ PRUH WKDQ RQH SD\PHQW whole or in part and in either case without assigning any reason thereof. instrument;
14 MUTHOOT FINANCE LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS
$SSOLFDWLRQVQRWXSORDGHGRQWKHWHUPLQDOVRIWKH6WRFN([FKDQJH liable to compensate the Applicants for any losses caused to them $SSOLFDWLRQVSURYLGLQJDQLQRSHUDWLYHGHPDWDFFRXQWQXPEHU due to any such delay, or liable to pay any interest for such delay. ,Q FDVH RI$SSOLFDWLRQV XQGHU SRZHU RI DWWRUQH\ RU E\ OLPLWHG In case of ASBA Applicants, the Registrar shall instruct the relevant companies, corporate, trust etc., relevant documents are not submitted SCSB to unblock the funds in the relevant ASBA Account to the along with the Application Form; H[WHQWRIWKH$SSOLFDWLRQ$PRXQWVSHFL¿HGLQWKH$SSOLFDWLRQ)RUPV for withdrawn, rejected or unsuccessful or partially successful ASBA $SSOLFDWLRQV H[FHSWIRU$6%$$SSOLFDWLRQV ZKHUHFOHDUIXQGVDUH Applications within 12 (twelve) Working Days of the Issue Closing QRW DYDLODEOH LQ (VFURZ$FFRXQWV DV SHU ¿QDO FHUWL¿FDWHV IURP WKH Date. Escrow Collection Banks; Our Company and the Registrar shall credit the allotted NCDs to the :LWKUHVSHFWWR$6%$$SSOLFDWLRQVWKH$6%$$FFRXQWQRWKDYLQJ UHVSHFWLYHEHQH¿FLDU\DFFRXQWVGHVSDWFKWKH/HWWHUVRI$OORWPHQWRU FUHGLWEDODQFHWRPHHWWKH$SSOLFDWLRQ$PRXQWVRUQRFRQ¿UPDWLRQ letters of regret/ Refund Orders by registered post/speed post at the is received from the SCSB for blocking of funds; Applicant’s sole risk, within 12 Working Days from the Issue Closing $SSOLFDWLRQVQRWXSORDGHGRQWKHWHUPLQDOVRIWKH%6( Date. We may enter into an arrangement with one or more banks in For further instructions regarding Application for the NCDs, Applicants one or more cities for refund to the account of the applicants through are requested to read the Application Form. Direct Credit/RTGS/NEFT. $OORWPHQW$GYLFH5HIXQG2UGHUV Further, In case of Applications other than those made through the ASBA process, (a) Allotment of NCDs in the Tranche I Issue shall be made within a the unutilised portion of the Application Amounts will be refunded to the time period of 12 Working Days from the Issue Closing Date; Applicant within 12 (twelve) Working Days of the Issue Closing Date (b) Credit to dematerialised accounts will be given within two Working through any of the following modes: Days from the Date of Allotment; i. Direct Credit – Applicants having bank accounts with the Bankers (c) Interest at a rate of 15% per annum will be paid if the Allotment has to the Issue shall be eligible to receive refunds through direct credit. not been made and/or the refund orders have not been dispatched Charges, if any, levied by the relevant bank(s) for the same would to the Applicants within 12 Working Days from the Issue Closing be borne by us. Date, for the delay beyond 12 Working Days; and ii. NACH – Payment of refund would be done through NACH for (d) Our Company will provide adequate funds to the Registrar for this Applicants having an account at any of the centres where such purpose. facility has been made available. This mode of payment of refunds 5HWHQWLRQRIRYHUVXEVFULSWLRQ would be subject to availability of complete bank account details including the MICR code as available from the Depositories. The Our Company shall have the option to retain oversubscription up to the payment of refunds through this mode will be done for Applicants Shelf Limit of ` 14,000 million. having a bank account at any centre where NACH facility has been 42. Basis of Allotment made available (subject to availability of all information for crediting The Registrar will aggregate the applications based on the applications the refund through NACH). received through an electronic book from the stock exchanges and determine iii. NEFT – Payment of refund shall be undertaken through NEFT the valid applications for the purpose of drawing the basis of allocation. wherever the Applicant’s bank has been assigned the Indian Financial 43. Grouping of Applications and allocation ratio System Code (“ IFSC ”), which can be linked to a MICR, allotted to that particular bank branch. IFSC Code will be obtained from the For the purposes of the basis of allotment of Secured NCDs: website of RBI as on a date immediately prior to the date of payment A. Applications received from Category I Applicants: Applications of refund, duly mapped with MICR numbers. In case of online received from Applicants belonging to Category I shall be grouped payment or wherever the Investors have registered their nine digit together, (“Institutional Portion”) ; MICR number and their bank account number with the depository B. Applications received from Category II Applicants: Applications participant while opening and operating the demat account, the MICR received from Applicants belonging to Category II, shall be grouped number and their bank account number will be duly mapped with together, (“Non-Institutional Portion”) . the IFSC Code of that particular bank branch and the payment of C. Applications received from Category III Applicants: Applications refund will be made to the Investors through this method. received from Applicants belonging to Category III shall be grouped iv. RTGS – If the refund amount exceeds ` 200,000, Applicants have together, ³,QGLYLGXDO&DWHJRU\3RUWLRQ´ . the option to receive refund through RTGS. Charges, if any, levied For the purposes of the basis of allotment of Unsecured NCDs: by the refund bank(s) for the same would be borne by us. Charges, if any, levied by the Applicant’s bank receiving the credit would be Applications received from Category I Applicants: Applications received borne by the Applicant. from Applicants belonging to Category I shall be grouped together, (“Institutional Portion”) ; v. For all other Applicants (not being ASBA Applicants), refund orders will be despatched through speed post/ registered post. Such refunds Applications received from Category II Applicants: Applications received will be made by cheques, pay orders or demand drafts drawn in from Applicants belonging to Category II, shall be grouped together, IDYRXURIWKHVROH¿UVW$SSOLFDQWVDQGSD\DEOHDWSDU (“Non-Institutional Portion”) . In the case of Applicants other than ASBA Applicants, applying for Applications received from Category III Applicants: Applications received the NCDs in dematerialised form, the Registrar will obtain from the from Applicants belonging to Category III shall be grouped together, Depositories the Applicant’s bank account details, including the MICR ³,QGLYLGXDO&DWHJRU\3RUWLRQ´ . code, on the basis of the DP ID, Client ID and PAN provided by For removal of doubt, the terms “ Institutional Portion ”, “ Non-Institutional the Applicants in their Application Forms. Accordingly, Applicants Portion ” and “ ,QGLYLGXDO&DWHJRU\3RUWLRQ ” are individually referred to are advised to immediately update their details as appearing on the as “ Portion” and collectively referred to as “Portions” . records of their Depository Participants. Failure to do so may result For the purposes of determining the number of Secured NCDs and in delays in dispatch of refund orders or refunds through electronic Unsecured NCDs available for allocation to each of the abovementioned transfer of funds, as applicable, and any such delay will be at the Portions, our Company shall have the discretion of determining the number Applicant’s sole risk and neither our Company, the Registrar, the of Secured NCDs and Unsecured NCDs to be allotted over and above Escrow Collection Banks, or the Members of the Syndicate, will be the Base Issue, in case our Company opts to retain any oversubscription MUTHOOT FINANCE LIMITED 15 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS in the Tranche I Issue upto ` 14,000 million for both Secured NCDs NCDs arrived at after such rounding off. Rather, each Applicant and Unsecured NCDs. The aggregate value of the Secued NCDs and whose Allotment size, prior to rounding off, had the highest decimal Unsecured NCDs decided to be allotted over and above the Base Issue, point would be given preference. (in case our Company opts to retain any oversubscription in the Tranche I (iii) In the event, there are more than one Applicant whose entitlement Issue), and/or the aggregate value of NCDs upto the Base Issue Size shall remain equal after the manner of distribution referred to above, our be collectively termed as the ³2YHUDOO7UDQFKH,,VVXH6L]H´ . &RPSDQ\ZLOOHQVXUHWKDWWKHEDVLVRIDOORWPHQWLV¿QDOLVHGE\GUDZ 44. Basis of Allotment for Secured NCDs of lots in a fair and equitable manner. Allocation Ratio: (g) Applicant applying for more than one Options of Secured NCDs : If an Applicant has applied for more than one Option of Secured Institutional Portion Non-Institutional Portion Individual Category Portion NCDs and in case such Applicant is entitled to allocation of only 20% 10% 70% a part of the aggregate number of Secured NCDs applied for, the (a) $OORWPHQWVLQWKH¿UVWLQVWDQFH Option-wise allocation of Secured NCDs to such Applicants shall L $SSOLFDQWVEHORQJLQJWRWKH,QVWLWXWLRQDO3RUWLRQLQWKH¿UVWLQVWDQFH be in proportion to the number of Secured NCDs with respect to will be allocated Secured NCDs upto 20% of Overall Tranche I Issue each Options, applied for by such Applicant, subject to rounding off 6L]H RQ ¿UVW FRPH ¿UVW VHUYH EDVLV ZKLFK ZRXOG EH GHWHUPLQHG RQ to the nearest integer, as appropriate in consultation with the Lead the date of upload of their Applications in to the electronic platform Manager and the Designated Stock Exchange. of the Stock Exchange; All decisions pertaining to the basis of allotment of Secured NCDs pursuant LL $SSOLFDQWV EHORQJLQJ WR WKH 1RQ,QVWLWXWLRQDO 3RUWLRQ LQ WKH ¿UVW to the Tranche 1 Issue shall be taken by our Company in consultation with instance, will be allocated Secured NCDs upto 10% of Overall the Lead Managers and the Designated Stock Exchanges and in compliance 7UDQFKH , ,VVXH 6L]H RQ ¿UVW FRPH ¿UVW VHUYH EDVLV ZKLFK ZRXOG with the aforementioned provisions of this Prospectus. Any other queries / be determined on the date of upload of their Applications in to the issues in connection with the Applications will be appropriately dealt with electronic platform of the Stock Exchange; and decided upon by our Company in consultation with the Lead Managers. (iii) Applicants belonging to the Individual Category Portion, in the 45. Basis of Allotment of Unsecured NCDs ¿UVWLQVWDQFHZLOOEHDOORFDWHG6HFXUHG1&'VXSWRRI2YHUDOO Allocation Ratio: 7UDQFKH , ,VVXH 6L]H RQ ¿UVW FRPH ¿UVW VHUYH EDVLV ZKLFK ZRXOG be determined on the date of upload of their Applications in to the Institutional Portion Non-Institutional Portion Individual Category Portion electronic platform of the Stock Exchange; 20% 10% 70% Allotments, in consultation with the Designated Stock Exchange, shall $OORWPHQWVLQWKH¿UVWLQVWDQFH EHPDGHRQGDWHSULRULW\EDVLVLHD¿UVWFRPH¿UVWVHUYHEDVLVEDVHG $SSOLFDQWV EHORQJLQJ WR WKH ,QVWLWXWLRQDO 3RUWLRQ LQ WKH ¿UVW LQVWDQFH on the date of upload of each Application in to the Electronic Book will be allocated Unsecured NCDs upto 10% of Overall Tranche I Issue with Stock Exchange, in each Portion subject to the Allocation Ratio 6L]H RQ ¿UVW FRPH ¿UVW VHUYH EDVLV ZKLFK ZRXOG EH GHWHUPLQHG RQ WKH indicated at the section titled “ Issue Procedure – Basis of Allotment ” date of upload of their Applications in to the electronic platform of the at page 66 of the Tranche I Prospectus. Stock Exchange; As per the SEBI circular dated October 29, 2013, the allotment in $SSOLFDQWVEHORQJLQJWRWKH1RQ,QVWLWXWLRQDO3RUWLRQLQWKH¿UVWLQVWDQFH the Tranche I Issue is required to be made on the basis of date of will be allocated Unsecured NCDs upto 10% of Overall Tranche I Issue upload of each application into the electronic book of the Stock 6L]H RQ ¿UVW FRPH ¿UVW VHUYH EDVLV ZKLFK ZRXOG EH GHWHUPLQHG RQ WKH Exchange. However, on the date of oversubscription, the allotments date of upload of their Applications in to the electronic platform of the should be made to the applicants on proportionate basis. Stock Exchange; (b) Under Subscription: If there is any under subscription in any Category, $SSOLFDQWV EHORQJLQJ WR WKH ,QGLYLGXDO &DWHJRU\ 3RUWLRQ LQ WKH ¿UVW priority in Allotments will be given to the Individual Category instance, will be allocated Unsecured NCDs upto 80% of Overall Tranche 3RUWLRQDQGEDODQFHLIDQ\VKDOOEH¿UVWPDGHWRDSSOLFDQWVRIWKH , ,VVXH 6L]H RQ ¿UVW FRPH ¿UVW VHUYH EDVLV ZKLFK ZRXOG EH GHWHUPLQHG Non Institutional Portion, followed by the Institutional Portion on a on the date of upload of their Applications in to the electronic platform ¿UVWFRPH¿UVWVHUYHEDVLVRQSURSRUWLRQDWHEDVLV of the Stock Exchange; (c) For each Category, all Applications uploaded on the same day onto Allotments, in consultation with the Designated Stock Exchange, shall the electronic platform of the Stock Exchange would be treated at EH PDGH RQ GDWH SULRULW\ EDVLV LH D ¿UVWFRPH ¿UVWVHUYH EDVLV EDVHG par with each other. on the date of upload of each Application in to the Electronic Book with (d) Minimum Allotments of 1 Secured NCD and in multiples of 1 Secured Stock Exchange, in each Portion subject to the Allocation Ratio indicated NCD thereafter would be made in case of each valid Application to at the section titled “ Issue Procedure – Basis of Allotment ” at page 66 of all Applicants. the Tranche I Prospectus. (e) Allotments in case of oversubscription: In case of an oversubscription, As per the SEBI circular dated October 29, 2013, the allotment in the allotments to the maximum extent, as possible, will be made on a Tranche I Issue is required to be made on the basis of date of upload of ¿UVWFRPH ¿UVWVHUYH EDVLV DQG WKHUHDIWHU RQ SURSRUWLRQDWH EDVLV each application into the electronic book of the Stock Exchange. However, LHIXOODOORWPHQWRIWKH6HFXUHG1&'VWRWKH$SSOLFDQWVRQD¿UVW on the date of oversubscription, the allotments should be made to the FRPH¿UVWEDVLVXSWRWKHGDWHIDOOLQJ RQH GD\SULRUWRWKHGDWH applicants on proportionate basis. of oversubscription and proportionate allotment of Secured NCDs to Under Subscription: If there is any under subscription in any Category, the applicants on the date of oversubscription (based on the date of priority in Allotments will be given to the Individual Category Portion, and upload of each Application on the electronic platform of the Stock EDODQFHLIDQ\VKDOOEH¿UVWPDGHWRDSSOLFDQWVRIWKH1RQ,QVWLWXWLRQDO Exchange, in each Portion). 3RUWLRQ IROORZHG E\ WKH ,QVWLWXWLRQDO 3RUWLRQ RQ D ¿UVW FRPH ¿UVW VHUYH (f) Proportionate Allotments: For each Portion, on the date of basis, on proportionate basis. oversubscription: For each Category, all Applications uploaded on the same day onto the (i) Allotments to the Applicants shall be made in proportion to their electronic platform of the Stock Exchange would be treated at par with respective Application size, rounded off to the nearest integer. each other. (ii) If the process of rounding off to the nearest integer results in the Minimum Allotments of 1 Unsecured NCD and in multiples of 1 Unsecured actual allocation of Secured NCDs being higher than the Tranche I NCD thereafter would be made in case of each valid Application to all Issue size, not all Applicants will be allotted the number of Secured Applicants. 16 MUTHOOT FINANCE LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS Allotments in case of oversubscription: In case of an oversubscription, not tally with the number of NCDs applied for may be considered for DOORWPHQWVWRWKHPD[LPXPH[WHQWDVSRVVLEOHZLOOEHPDGHRQD¿UVWFRPH Allotment, to the extent of the Application Amount paid rounded down ¿UVWVHUYH EDVLV DQG WKHUHDIWHU RQ SURSRUWLRQDWH EDVLV LH IXOO DOORWPHQW to the nearest ` 1,000. RI WKH 8QVHFXUHG 1&'V WR WKH$SSOLFDQWV RQ D ¿UVW FRPH ¿UVW EDVLV XS ,QYHVWRU:LWKGUDZDOVDQG3UHFORVXUH to the date falling 1 (one) day prior to the date of oversubscription and proportionate allotment of Unsecured NCDs to the applicants on the date Investor Withdrawal: Applicants are allowed to withdraw their Applications of oversubscription (based on the date of upload of each Application on at any time prior to the Issue Closure Date. the electronic platform of the Stock Exchange, in each Portion). Pre-closure: Our Company, in consultation with the Lead Managers reserves Proportionate Allotments: For each Portion, on the date of oversubscription: the right to close the Tranche I Issue at any time prior to the Issue Closing Date, subject to receipt of minimum subscription which is 75% of the Allotments to the Applicants shall be made in proportion to their respective Base Issue before the Issue Closing Date. Our Company shall allot NCDs Application size, rounded off to the nearest integer. with respect to the Applications received at the time of such pre-closure If the process of rounding off to the nearest integer results in the actual in accordance with the Basis of Allotment as described hereinabove and allocation of Unsecured NCDs being higher than the Tranche I Issue size, subject to applicable statutory and/or regulatory requirements. not all Applicants will be allotted the number of Unsecured NCDs arrived at Further, the Tranche I Issue will also be withdrawn by our Company in after such rounding off. Rather, each Applicant whose Allotment size, prior the event that the aggregate Applications received for the NCDs is lesser to rounding off, had the highest decimal point would be given preference. than the minimum subscription which is 75% of the Base Issue before In the event, there are more than one Applicant whose entitlement remain the Issue Closing Date. equal after the manner of distribution referred to above, our Company In the event of such early closure of the Tranche I Issue, our Company ZLOO HQVXUH WKDW WKH EDVLV RI DOORWPHQW LV ¿QDOLVHG E\ GUDZ RI ORWV LQ D shall ensure that public notice of such early closure is published on or fair and equitable manner. before such early date of closure or the Issue Closing Date of the Tranche Applicant applying for more than one Options of Unsecured NCDs : If I Issue, as applicable, through advertisement(s) in all those newspapers in an Applicant has applied for more than one Option of Unsecured NCDs which pre-issue advertisement and advertisement for opening or closure and in case such Applicant is entitled to allocation of only a part of of the Tranche I Issue have been given. the aggregate number of Unsecured NCDs applied for, the Option-wise 47. Utilisation of Application Amounts allocation of Unsecured NCDs to such Applicants shall be in proportion to the number of Unsecured NCDs with respect to each Options, applied The sum received in respect of a Tranche I Issue will be kept in separate for by such Applicant, subject to rounding off to the nearest integer, as bank accounts and we will have access to such funds as per applicable appropriate in consultation with the Lead Manager and the Designated provisions of law(s), regulations and approvals. Stock Exchange. 48. Utilisation of the proceeds of the Tranche I Issue All decisions pertaining to the basis of allotment of Unsecured NCDs (a) All monies received pursuant to the Tranche I Issue of NCDs to pursuant to the Tranche 1 Issue shall be taken by our Company in public shall be transferred to a separate bank account other than the consultation with the Lead Managers and the Designated Stock Exchanges bank account referred to in sub-section (3) of section 40 of the Act. and in compliance with the aforementioned provisions of the Prospectus. (b) Details of all monies utilised out of the Tranche I Issue referred to Any other queries / issues in connection with the Applications will be in sub-item (a) shall be disclosed under an appropriate separate head appropriately dealt with and decided upon by our Company in consultation in our Balance Sheet indicating the purpose for which such monies with the Lead Managers. had been utilised. In cases of odd proportion for allotment made for applications received (c) Details of all unutilised monies out of issue of NCDs, if any, referred on the date of over subscription and proportion is equal among various to in sub-item (a) shall be disclosed under an appropriate separate options selected by the applicant, our Company in consultation with the head in our Balance Sheet indicating the form in which such unutilised Lead Manager will allot the differential one NCD in the order: monies have been invested. 1. Secured NCDs: (a) ¿UVW ZLWK PRQWKO\ LQWHUHVW SD\PHQW LQ GHFUHDVLQJ (d) the details of all utilized and unutilised monies out of the monies order of tenor; and (b) followed by annual interest payment in decreasing collected in the previous issue made by way of public offer shall order of tenor; and (c) further followed by payment on maturity options be disclosed and continued to be disclosed in the balance sheet till in decreasing order of tenor; and the time any part of the proceeds of such previous issue remains 2. Unsecured NCDs. unutilized indicating the purpose for which such monies have been Hence using the above procedure the order of allotment for the differential XWLOL]HGDQGWKHVHFXULWLHVRURWKHUIRUPVRI¿QDQFLDODVVHWVLQZKLFK one NCD will be: III, II, I, VI, V, IV, X, IX, VIII, VII, XI. such unutilized monies have been invested; All decisions pertaining to the basis of allotment of NCDs pursuant to the (e) We shall utilize the Tranche I Issue proceeds only upon creation of Tranche I Issue shall be taken by our Company in consultation with the security as stated in the Tranche I Prospectus, receipt of the listing Lead Manager, and the Designated Stock Exchange and in compliance and trading approval from the Stock Exchange and on receipt of the with the aforementioned provisions of the Tranche I Prospectus. minimum subscription of 75% of the Base Issue. Our Company would allot Option IV Secured NCDs to all valid applications, (f) The Tranche I Issue proceeds shall not be utilized towards full or wherein the applicants have selected only Secured NCDs, but have not part consideration for the purchase or any other acquisition, inter indicated their choice of the relevant options of the Secured NCDs (Option alia by way of a lease, of any immovable property. I, Option II, Option III, Option IV, Option V, Option VI, Option VII, (g) We shall utilize the Tranche I Issue proceeds only upon execution Option VIII, Option IX or Option X). of the Debenture Trust Deeds as stated in the Tranche I Prospectus, Our Company would allot Option XI Unsecured NCDs to all valid the Shelf Prospectus, and on receipt of the minimum subscription applications, wherein the applicants have selected only Unsecured NCDs, of 75% of the Base Issue and receipt of listing and trading approval but have not indicated their choice of Option XI of Unsecured NCDs. from the Stock Exchange. Our Company would allot Option IV Secured NCDs to all valid 49. Impersonation applications, wherein the applicants have neither selected Secured NCDs $WWHQWLRQ RI WKH $SSOLFDQWV LV VSHFL¿FDOO\ GUDZQ WR WKH SURYLVLRQV RI nor Unsecured NCDs. sub-section (1) of section 38 of the Companies Act, 2013, which is Applications where the Application Amount received is greater than the reproduced below: minimum Application Amount, and the Application Amount paid does “Any person who:
MUTHOOT FINANCE LIMITED 17 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS
D PDNHV RU DEHWV PDNLQJ RI DQ DSSOLFDWLRQ LQ D ¿FWLWLRXV QDPH WR D The present Tranche I Issue through the Tranche I Prospectus of Secured company for acquiring, or subscribing for, its securities; or NCDs and Unscured NCDs up to an amount of ` 2,000 million, with an (b) makes or abets making of multiple applications to a company in option to retain oversubscription up to an amount of ` 14,000 million different names or in different combinations of his name or surname for was approved by the NCD Public Issue Committee at its meeting dated acquiring or subscribing for its securities; or January 09, 2017. (c) otherwise induces directly or indirectly a company to allot, or register Further, the present borrowing is within the borrowing limits under Section DQ\ WUDQVIHU RI VHFXULWLHV WR KLP RU WR DQ\ RWKHU SHUVRQ LQ D ¿FWLWLRXV 180(1)(c) of the Companies Act, 2013 duly approved by the shareholders’ name, shall be liable for action under section 447.” vide their resolution dated September 25, 2014. 50. Listing 53. Principal terms and conditions of the Tranche I Issue The NCDs proposed to be offered in pursuance of the Shelf Prospectus The NCDs being offered as part of the Tranche I Issue are subject to the and the Tranche I Prospectus will be listed on the BSE. We have received provisions of the SEBI Debt Regulations, the relevant provisions of the the in-principle approval dated January 05, 2017 from the BSE. The Companies Act and the Companies Act, 2013, as on the date of the Tranche application for listing of the NCDs will be made to the Stock Exchange I Prospectus, our Memorandum and Articles of Association, the terms of the at an appropriate stage. Tranche I Prospectus, the Shelf Prospectus, the terms and conditions of the Debenture Trustee Agreement and the Debenture Trust Deed, other applicable ,I SHUPLVVLRQV WR GHDO LQ DQG IRU DQ RI¿FLDO TXRWDWLRQ RI RXU 1&'V DUH statutory and/or regulatory requirements including those issued from time to not granted by the Stock Exchange, our Company will forthwith repay, time by SEBI/ the GoI/ Stock Exchanges/ RBI, and/or other statutory/regulatory without interest, all moneys received from the applicants in pursuance of authorities relating to the offer, issue and listing of securities and any other the Tranche I Prospectus. Our Company shall ensure that all steps for the documents that may be executed in connection with the NCDs. completion of the necessary formalities for listing and commencement of trading at the Stock Exchange are taken within 12 Working Days from 54. Ranking of the Secured NCDs the date of Allotment. The Secured NCDs would constitute secured obligations of ours and shall rank )RU WKH DYRLGDQFH RI GRXEW LW LV KHUHE\ FODUL¿HG WKDW LQ WKH HYHQW RI pari passu inter se, and subject to any obligations under applicable statutory non subscription to any one or more of the Options, such NCDs with and/or regulatory requirements, shall also, with regard to the amount invested, Option(s) shall not be listed. EH VHFXUHG E\ ZD\ RI D ¿UVW SDUL SDVVX FKDUJH RQ WKH LGHQWL¿HG LPPRYDEOH SURSHUW\DQG¿UVWSDULSDVVXFKDUJHRQFXUUHQWDVVHWVERRNGHEWVORDQVDQG 51. Undertaking by the Issuer advances, and receivables including gold loan receivables, both present and We undertake that: future. The Secured NCDs proposed to be issued under the Tranche I Issue a) the complaints received in respect of the Tranche I Issue (except for and all earlier issues of debentures outstanding in the books of our Company complaints in relation to Applications submitted to Trading Members) having corresponding assets as security, shall rank pari passu without preference shall be attended to by us expeditiously and satisfactorily; of one over the other except that priority for payment shall be as per applicable GDWH RI UHGHPSWLRQ 2XU &RPSDQ\ FRQ¿UPV WKDW DOO SHUPLVVLRQV DQGRU b) we shall take necessary steps for the purpose of getting the NCDs consents for creation of a pari passu charge on the current assets, book OLVWHGZLWKLQWKHVSHFL¿HGWLPHLH:RUNLQJ'D\VIURPWKH,VVXH debts, loans and advances, and receivables including gold loan receivables, Closing Date.; both present and future as stated above, have been obtained from all c) the funds required for dispatch of refund orders/ allotment advice/ relevant creditors, lenders and debenture trustees of our Company, who FHUWL¿FDWHVE\UHJLVWHUHGSRVWVSHHGSRVWVKDOOEHPDGHDYDLODEOHWR have an existing charge over the above mentioned assets. the Registrar by our Company; 55. Ranking of Unsecured NCDs d) necessary cooperation to the credit rating agencies shall be extended The Unsecured NCDs would constitute unsecured and subordinated in providing true and adequate information until the debt obligations obligations of the Company and shall rank pari passu inter se, and subject in respect of the NCDs are outstanding; to any obligations under applicable statutory and/or regulatory requirements. e) we shall forward the details of utilisation of the funds raised through The Unsecured NCDs proposed to be issued under the Tranche I Issue and WKH1&'VGXO\FHUWL¿HGE\RXUVWDWXWRU\DXGLWRUVWRWKH'HEHQWXUH all earlier issues of unsecured debentures outstanding in the books of our Trustee at the end of each half year; Company, shall rank pari passu without preference of one over the other except f) we shall disclose the complete name and address of the Debenture that priority for payment shall be as per applicable date of redemption. The Trustee in our annual report; claims of the Unsecured NCD holders shall be subordinated to those of g) ZH VKDOO SURYLGH D FRPSOLDQFH FHUWL¿FDWH WR WKH 'HEHQWXUH 7UXVWHH the other creditors of our Company, subject to applicable statutory and/ (on an annual basis) in respect of compliance with the terms and or regulatory requirements. Our Company may, subject to applicable RBI conditions of issue of NCDs as contained in the Tranche I Prospectus; requirements and other applicable statutory and/or regulatory provisions, and treat the Unsecured NCDs as Tier II capital. h) we shall make necessary disclosures/ reporting under any other legal 'HEHQWXUH5HGHPSWLRQ5HVHUYH or regulatory requirement as may be required by our Company from Section 71 of the Companies Act, 2013, read with Rule 18 made under time to time. Chapter IV of the Companies Act, 2013, requires that any company that intends to issue debentures must create a DRR for the purpose of TERMS OF THE ISSUE redemption of debentures, in accordance with the following conditions: 52. Authority for the Tranche I Issue D WKH'55VKDOOEHFUHDWHGRXWRIWKHSUR¿WVRIWKHFRPSDQ\DYDLODEOH for payment of dividend, (b) the DRR shall be equivalent to at least At the meeting of the Board of Directors of our Company, held on 25% of the value of the outstanding debentures issued through the public February 24, 2016, the Directors approved the issuance to the public issue in accordance with the SEBI Debt Regulations in case of NBFCs of Secured NCDs and Unsecured NCDs of face value of ` 1,000 each, ` registered with the RBI and no DRR is required in the case of privately aggregating up to 40,000 million. placed debentures. Accordingly, our Company is required to create a The present Issue through the Shelf Prospectus of Secured NCDs for DRR of 25% of the value of the outstanding NCDs issued through the an amount upto ` 13,000 million and Unsecured NCDs for an amount Tranche I Issue. In addition, as per Rule 18 (7) (e) under Chapter IV of the upto ` 1,000 million aggregating up to ` 14,000 million (“ Shelf Limit ”), Companies Act, 2013, the amounts credited to DRR shall not be utilised hereinafter called the “ Issue ” was approved by NCD Public Issue Committee by our Company except for the redemption of the NCDs. Every company meeting dated December 14, 2016. required to create or maintain DRR shall before the 30th day of April of
18 MUTHOOT FINANCE LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS each year, deposit or invest, as the case may be, a sum which shall not 5. For Secured NCDs in dematerialized form, all interest and principal sums be less than 15% of the amount of its debentures maturing during the becoming due and payable in respect of the Secured NCDs will be paid year ending on the 31st day of March, following any one or more of the WR WKH SHUVRQ IRU WKH WLPH EHLQJ DSSHDULQJ LQ WKH UHJLVWHU RI EHQH¿FLDO following methods: (a) in deposits with any scheduled bank, free from owners of the Depository. In terms of Section 88(3) of the Companies charge or lien; (b) in unencumbered securities of the Central Government $FWWKHUHJLVWHURIEHQH¿FLDORZQHUVPDLQWDLQHGE\D'HSRVLWRU\ or of any State Government; (c) in unencumbered securities mentioned in for any Secured NCDs in dematerialized form under Section 11 of the clauses (a) to (d) and (ee) of section 20 of the Indian Trusts Act, 1882; Depositories Act shall be deemed to be a register of debenture holders G LQXQHQFXPEHUHGERQGVLVVXHGE\DQ\RWKHUFRPSDQ\ZKLFKLVQRWL¿HG IRUWKLVSXUSRVH7KHVDPHVKDOOEHPDLQWDLQHGDWWKH5HJLVWHUHG2I¿FH under clause (f) of section 20 of the Indian Trusts Act, 1882. The amount of the Issuer under Section 94 of the Companies Act, 2013 unless the deposited or invested, as the case may be, shall not be utilised for any same has been moved to another location after obtaining the consent purpose other than for the repayment of debentures maturing during the of the NCD holders as given thereunder. year referred to above, provided that the amount remaining deposited or 6. Subject to compliance with RBI requirements, Secured NCDs can be invested, as the case may be, shall not at any time fall below 15% of rolled over only with the consent of the Secured NCD Holders of at least the amount of debentures maturing during the 31st day of March of that 75.00% of the outstanding amount of the Secured NCDs after providing year. This may have a bearing on the timely redemption of the NCDs at least 21 days prior notice for such roll over and in accordance with the by our Company. SEBI Debt Regulations. Our Company shall redeem the debt securities of 57. Face Value all the debt securities holders, who have not given their positive consent The face value of each of the Secured NCDs shall be ` 1,000.00. to the roll-over. The face value of each of the Unsecured NCDs shall be ` 1,000.00. The aforementioned rights of the Secured NCD Holders are merely indicative. 7KH¿QDOULJKWVRIWKH6HFXUHG1&'+ROGHUVZLOOEHDVSHUWKHWHUPVRIWKH 58. NCD Holder not a shareholder the Tranche I Prospectus, the Shelf Prospectus and the Debenture Trust Deed. The NCD Holders will not be entitled to any of the rights and privileges 60. Rights of the Unsecured NCD Holders available to the equity and/or preference shareholders of our Company, , except to the extent as may be prescribed under the Companies Act, 2013, the SEBI 6RPH RI WKH VLJQL¿FDQW ULJKWV DYDLODEOH WR WKH 8QVHFXUHG 1&' +ROGHUV DUH LODR Regulations and any other applicable law. as follows: 59. Rights of the Secured NCD Holders 1. The Unsecured NCDs shall not, except as provided in the Companies Act and the relevant provisions of the Companies Act, 2013 applicable as on 6RPH RI WKH VLJQL¿FDQW ULJKWV DYDLODEOH WR WKH 6HFXUHG 1&' +ROGHUV DUH DV the date of the Tranche I Prospectus, confer upon the Unsecured NCD follows: Holders thereof any rights or privileges available to our members including 1. The Secured NCDs shall not, except as provided in the Companies Act, the right to receive notices, or to attend and/or vote, at our general meeting. Companies Act, 2013 to the extent applicable as on the date of the Tranche However, if any resolution affecting the rights attached to the Unsecured I Prospectus, confer upon the Secured NCD Holders thereof any rights or 1&'VLVWREHSODFHGEHIRUHWKHPHPEHUVWKHVDLGUHVROXWLRQZLOO¿UVWEH privileges available to our members including the right to receive notices, placed before the concerned registered Unsecured NCD Holders for their or to attend and/or vote, at our general meeting. However, if any resolution consideration. In terms of section 136 of the Companies Act, 2013, the affecting the rights attached to the Secured NCDs is to be placed before Unsecured NCD Holders shall be entitled to inspect a copy of the balance WKHPHPEHUVWKHVDLGUHVROXWLRQZLOO¿UVWEHSODFHGEHIRUHWKHFRQFHUQHG VKHHWDQGFRS\RIWUXVWGHHGDWWKHUHJLVWHUHGRI¿FHRIWKH&RPSDQ\GXULQJ registered Secured NCD Holders for their consideration. In terms of section business hours. 136 of the Companies Act, the Secured NCD Holders shall be entitled to 2. Subject to applicable statutory/regulatory requirements, including inspect a copy of the balance sheet and copy of trust deed at the registered requirements of the RBI, the rights, privileges and conditions attached to RI¿FHRIWKH&RPSDQ\GXULQJEXVLQHVVKRXUV WKH8QVHFXUHG1&'VPD\EHYDULHGPRGL¿HGDQGRUDEURJDWHGZLWKWKH 2. Subject to applicable statutory/ regulatory requirements, including consent in writing of the holders of at least three-fourths of the outstanding requirements of the RBI, the rights, privileges and conditions attached to amount of the Unsecured NCDs or with the sanction of a special resolution WKH 6HFXUHG 1&'V PD\ EH YDULHG PRGL¿HG DQGRU DEURJDWHG ZLWK WKH passed at a meeting of the concerned Unsecured NCD Holders, provided consent in writing of the holders of at least three-fourths of the outstanding that nothing in such consent or resolution shall be operative against us, amount of the Secured NCDs or with the sanction of a special resolution ZKHUHVXFKFRQVHQWRUUHVROXWLRQPRGL¿HVRUYDULHVWKHWHUPVDQGFRQGLWLRQV passed at a meeting of the concerned Secured NCD Holders, provided that governing the Unsecured NCDs, if the same are not acceptable to us. nothing in such consent or resolution shall be operative against us, where 3. Unsecured NCDs held in dematerialised form, the person for the time VXFK FRQVHQW RU UHVROXWLRQ PRGL¿HV RU YDULHV WKH WHUPV DQG FRQGLWLRQV EHLQJDSSHDULQJLQWKHUHJLVWHURIEHQH¿FLDORZQHUVRIWKH'HSRVLWRU\VKDOO governing the Secured NCDs, if the same are not acceptable to us. be entitled to vote in respect of such Unsecured NCDs, either in person or by proxy, at any meeting of the concerned Unsecured NCD Holders 3. Secured NCDs held in dematerialised form, the person for the time being and every such Unsecured NCD Holder shall be entitled to one vote on DSSHDULQJ LQ WKH UHJLVWHU RI EHQH¿FLDO RZQHUV RI WKH 'HSRVLWRU\ VKDOO EH a show of hands and on a poll, his/her voting rights on every resolution entitled to vote in respect of such Secured NCDs, either in person or by placed before such meeting of the Unsecured NCD Holders shall be in proxy, at any meeting of the concerned Secured NCD Holders and every proportion to the outstanding nominal value of Unsecured NCDs held by such Secured NCD Holder shall be entitled to one vote on a show of him/her. hands and on a poll, his/her voting rights on every resolution placed before such meeting of the Secured NCD Holders shall be in proportion to the 4. The Unsecured NCDs are subject to the provisions of the SEBI outstanding nominal value of Secured NCDs held by him/her. Debt Regulations, the Companies Act and the relevant provisions of the Companies Act, 2013 applicable as on the date of the Tranche I 4. The Secured NCDs are subject to the provisions of the SEBI Debt Prospectus, our Memorandum and Articles of Association, the terms of Regulations, the Companies Act, applicable provisions of the Companies the Shelf Prospectus, the terms and conditions of the Debenture Trust Act, 2013, our Memorandum and Articles of Association, the terms of Deed, requirements of the RBI, other applicable statutory and/or regulatory this Trache I Prospectus, the Shelf Prospectus, the terms and conditions requirements relating to the issue and listing, of securities and any other of the Debenture Trust Deed, requirements of the RBI, other applicable documents that may be executed in connection with the Unsecured NCDs. statutory and/or regulatory requirements relating to the issue and listing, 5. For Unsecured NCDs in dematerialized form, all interest and principal of securities and any other documents that may be executed in connection sums becoming due and payable in respect of the Unsecured NCDs with the Secured NCDs. will be paid to the person for the time being appearing in the register of
MUTHOOT FINANCE LIMITED 19 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS
EHQH¿FLDO RZQHUV RI WKH 'HSRVLWRU\ ,Q WHUPV RI 6HFWLRQ RI WKH IRUPDYDLODEOHRQUHTXHVWDWRXU5HJLVWHUHG&RUSRUDWH2I¿FHDWVXFKRWKHU &RPSDQLHV$FWWKHUHJLVWHURIEHQH¿FLDORZQHUVPDLQWDLQHGE\ DGGUHVVHV DV PD\ EH QRWL¿HG E\ XV RU DW WKH RI¿FH RI WKH 5HJLVWUDU WR WKH a Depository for any Unsecured NCDs in dematerialized form under Issue or the transfer agent. Section 11 of the Depositories Act shall be deemed to be a register of NCD Holders are advised to provide the specimen signature of the nominee debenture holders for this purpose. The same shall be maintained at to us to expedite the transmission of the NCDs to the nominee in the event of WKH5HJLVWHUHG2I¿FHRIWKH,VVXHUXQGHU6HFWLRQ RIWKH&RPSDQLHV demise of the NCD Holders. The signature can be provided in the Application Act, 2013 unless the same has been moved to another location after Form or subsequently at the time of making fresh nominations. This facility of obtaining the consent of the NCD holders as given thereunder. providing the specimen signature of the nominee is purely optional. 6. Subject to compliance with RBI requirements, Unsecured NCDs can be In accordance with the Section 72 read with rules under Chapter IV of rolled over only with the consent of the Unsecured NCD Holders of at least Companies Act, 2013, any person who becomes a nominee by virtue of the 75.00% of the outstanding amount of the Unsecured NCDs after providing above said Section, shall upon the production of such evidence as may be at least 21 days prior notice for such roll over and in accordance with the required by our Board, elect either: SEBI Debt Regulations. Our Company shall redeem the debt securities of all the debt securities holders, who have not given their positive consent (a) To register himself or herself as the holder of the NCDs; or to the roll-over. (b) To make such transfer of the NCDs, as the deceased holder could have The aforementioned rights of the Unsecured NCD Holders are merely indicative. done. 7KH ¿QDO ULJKWV RI WKH 8QVHFXUHG 1&' +ROGHUV ZLOO EH DV SHU WKH WHUPV RI NCD Holders who are holding NCDs in dematerialised form need not make the Tranche I Prospectus, the Shelf Prospectus and the Debenture Trust Deed. a separate nomination with our Company. Nominations registered with the 61. Minimum Subscription respective Depository Participant of the NCD Holder will prevail. If the NCD Holders require to changing their nominations, they are requested to inform If our Company does not receive the minimum subscription of 75 % of the their respective Depository Participant. Base Issue prior to the Issue Closing Date, the entire subscription amount shall be refunded to the Applicants within 12 Working Days from the date Further, our Board may at any time give notice requiring any nominee to of closure of the Tranche I Issue. The refunded subscription amount shall be choose either to be registered himself or herself or to transfer the NCDs, and credited only to the account from which the relevant subscription amount was if the notice is not complied with, within a period of 90 days, our Board may remitted In the event, there is a delay, by the Issuer in making the aforesaid thereafter withhold payment of all interests or other monies payable in respect refund, the Company will pay interest at the rate of 15% per annum for the of the NCDs, until the requirements of the notice have been complied with. delayed period. 64. Succession Under Section 39(3) of the Companies Act 2013 read with Rule 11(2) Where NCDs are held in joint names and one of the joint NCD Holder dies, the of the Companies (Prospectus and Allotment of Securities) Rules, 2014 VXUYLYRU V ZLOOEHUHFRJQL]HGDVWKH1&'+ROGHU V ,WZLOOEHVXI¿FLHQWIRU if the stated minimum subscription amount is not received within the our Company to delete the name of the deceased NCD Holder after obtaining VSHFL¿HG SHULRG WKH DSSOLFDWLRQ PRQH\ UHFHLYHG LV WR EH FUHGLWHG RQO\ satisfactory evidence of his death. Provided, a third person may call on our to the bank account from which the subscription was remitted. To the Company to register his name as successor of the deceased NCD Holder after extent possible, where the required information for making such refunds obtaining evidence such as probate of a will for the purpose of proving his title is available with the Company and/or Registrar, refunds will be made to WRWKH1&'V,QWKHHYHQWRIGHPLVHRIWKHVROHRU¿UVWKROGHURIWKH1&'VRXU the account prescribed. However, where the Company and/or Registrar Company will recognise the executors or administrator of the deceased NCD does not have the necessary information for making such refunds, the +ROGHUVRUWKHKROGHURIWKHVXFFHVVLRQFHUWL¿FDWHRURWKHUOHJDOUHSUHVHQWDWLYH Company and/or Registrar will follow the guidelines prescribed by SEBI as having title to the NCDs only if such executor or administrator obtains and in this regard including its circular (bearing CIR/IMD/DF-1/20/2012) produces probate or letter of administration or is the holder of the succession dated July 27, 2012. FHUWL¿FDWHRURWKHUOHJDOUHSUHVHQWDWLRQDVWKHFDVHPD\EHIURPDQDSSURSULDWH 62. Market Lot and Trading Lot court in India. Our Directors, the Board, any committee of the Board or any other person authorised by the Board in their absolute discretion may, in any case, The NCDs shall be allotted only in dematerialized form. As per the SEBI Debt dispense with production of probate or letter of administration or succession Regulations, the trading of the NCDs shall be in dematerialised form only. Since FHUWL¿FDWHRURWKHUOHJDOUHSUHVHQWDWLRQ,QFDVHRIGHDWKRI1&'+ROGHUVZKRDUH trading of the NCDs is in dematerialised form, the tradable lot is one NCD. holding NCDs in dematerialised form, third person is not required to approach Please note that the NCDs shall cease to trade from the Record Date the Company to register his name as successor of the deceased NCD holder. (for payment of the principal amount and the applicable interest for such He shall approach the respective Depository Participant of the NCD Holder for NCDs) prior to redemption of the NCDs. this purpose and submit necessary documents as required by the Depository Allotment in the Tranche I Issue will be in electronic form in multiples of Participant. one NCD. For details of Allotment see the section titled “ Issue Procedure ” 65. Jurisdiction at page 66 of the Tranche I Prospectus. Exclusive jurisdiction for the purpose of the Tranche I Issue is with the 63. Nomination facility to NCD Holders competent courts of jurisdiction in Mumbai, India. In accordance with Section 72 of the Companies Act, 2013, the sole NCD 66. Period of subscription +ROGHU RU ¿UVW 1&' +ROGHU DORQJ ZLWK RWKHU MRLQW 1&' +ROGHUV EHLQJ individual(s)) may nominate any one person (being an individual) who, in ISSUE OPENS ON January 17, 2017 the event of death of the sole holder or all the joint-holders, as the case ISSUE CLOSES ON February 17, 2017 may be, shall become entitled to the NCDs. A person, being a nominee, The subscription list shall remain open for subscription on Working Days becoming entitled to the NCDs by reason of the death of the NCD Holder(s), from 10 A.M. to 5 P.M., during the period indicated above, except that the shall be entitled to the same rights to which he would be entitled if he were Tranche I Issue may close on such earlier date or extended date as may be the registered holder of the NCD. Where the nominee is a minor, the NCD decided by the Board or the NCD Public Issue Committee. In the event Holder(s) may make a nomination to appoint, in the prescribed manner, any of such an early closure of or extension subscription list of the Tranche person to become entitled to the NCDs, in the event of his death, during the I Issue, our Company shall ensure that notice of such early closure or minority. A nomination shall stand rescinded upon sale of the NCDs by the extension is given to the prospective investors through an advertisement person nominating. A buyer will be entitled to make a fresh nomination in in a national daily newspaper with wide circulation on or before such the manner prescribed. When the NCDs are held by two or more persons, the earlier date or extended date of closure. nominee shall become entitled to receive the amount only on the demise of Applications Forms for the Tranche I Issue will be accepted only from all such NCD Holders. Fresh nominations can be made only in the prescribed 10:00 a.m. till 5.00 p.m. (Indian Standard Time) or such extended time
20 MUTHOOT FINANCE LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS as may be permitted by the Stock Exchange, on Working Days during Category of NCD Holder Coupon Rate (%) per month (including the Issue Period. On the Issue Closing Date, Application Forms will be accepted only from 10:00 a.m. till 3.00 p.m. (Indian Standard Time) and %DVH&RXSRQ5DWHDQGDGGLWLRQDOLQFHQWLYH uploaded until 5.00 p.m. (Indian Standard Time) or such extended time on Base Coupon Rate payable to Category as may be permitted by the Stock Exchange. ,,DQG,,,,QYHVWRUVDVDSSOLFDEOH Due to limitation of time available for uploading the Applications on the Category I 8.75% electronic platform of the Stock Exchange on the Issue Closing Date, Category II 9.00% Applicants are advised to submit their Application Forms one day prior Category III 9.00% to the Issue Closing Date and, no later than 3.00 p.m. (Indian Standard Time) on the Issue Closing Date. Applicants are cautioned that in the event Option II Secured NCDs shall be redeemed at the Face Value thereof a large number of Applications are received on the Issue Closing Date, along with the interest accrued thereon, if any, at the end of 36 months there may be some Applications which are not uploaded due to lack of from the Deemed Date of Allotment. VXI¿FLHQWWLPHWRXSORDG6XFK$SSOLFDWLRQVWKDWFDQQRWEHXSORDGHGZLOO In case of Option III Secured NCDs, interest would be paid on a monthly not be considered for allocation under the Tranche I Issue. Application basis at the following Coupon Rate in connection with the relevant Forms will only be accepted on Working Days during the Issue Period. categories of Secured NCD holders, on the amount outstanding from Neither our Company, nor the Members of the Syndicate are liable for time to time, commencing from the Deemed Date of Allotment of each any failure in uploading the Applications due to failure in any software/ Option III Secured NCD: hardware systems or otherwise. As per the SEBI circular dated October 29, 2013, the allotment in the Tranche I Issue should be made on the Category of NCD Holder Coupon Rate (%) per month (including basis of date of upload of each application into the electronic book of the Base Coupon Rate and additional Stock Exchange. However, on the date of oversubscription, the allotments LQFHQWLYHRQ%DVH&RXSRQ5DWHSD\DEOH should be made to the applicants on proportionate basis. WR &DWHJRU\ ,, DQG ,,, ,QYHVWRUV DV 67. Restriction on transfer of NCDs applicable) There are currently no restrictions on transfers and transmission of NCDs Category I 8.75% and on their consolidation/ splitting except as may be required under applicable statutory and/or regulatory requirements including any RBI Category II 9.00% requirements and/or as provided in our Articles of Association. Please see Category III 9.00% the section titled “ Summary of the Key Provisions of the Articles of Association ” Option III Secured NCDs shall be redeemed at the Face Value thereof at page 358 of the Shelf Prospectus. along with the interest accrued thereon, if any, at the end of 60 months 68. Interest and Payment of Interest from the Deemed Date of Allotment. For avoidance of doubt, with respect to Option I, Option II, Option III for In case of Option IV Secured NCDs, interest would be paid on an annual Secured NCDs where interest is to be paid on a monthly basis, relevant basis at the following Coupon Rate in connection with the relevant LQWHUHVW ZLOO EH FDOFXODWHG IURP WKH ¿UVW GD\ WLOO WKH ODVW GDWH RI HYHU\ categories of Secured NCD holders, on the amount outstanding from PRQWKGXULQJWKHWHQRURIVXFK6HFXUHG1&'VDQGSDLGRQWKH¿UVWGD\RI time to time, commencing from the Deemed Date of Allotment of each HYHU\VXEVHTXHQWPRQWK)RUWKH¿UVWLQWHUHVWSD\PHQWIRU6HFXUHG1&'V Option IV Secured NCD: under the monthly options, interest from the Deemed Date of Allotment Category of NCD Holder Coupon Rate (%) per month (including till the last day of the subsequent month will be clubbed and paid on the Base Coupon Rate and additional ¿UVWGD\RIWKHPRQWKQH[WWRWKDWVXEVHTXHQWPRQWK LQFHQWLYHRQ%DVH&RXSRQ5DWHSD\DEOH With respect to Option IV, Option V and Option VI where interest is to be WR &DWHJRU\ ,, DQG ,,, ,QYHVWRUV DV paid on an annual basis, relevant interest will be paid on each anniversary applicable) of the Deemed Date of Allotment on the face value of the Secured NCDs. Category I 8.75% The last interest payment under Annual options will be made at the time of redemption of the Secured NCDs. Category II 9.00% A. Interest Category III 9.00% In case of Option I Secured NCDs, interest would be paid on a monthly Option IV Secured NCDs shall be redeemed at the Face Value thereof basis at the following Coupon Rate in connection with the relevant along with the interest accrued thereon, if any, at the end of 24 months categories of NCD holders, on the amount outstanding from time to from the Deemed Date of Allotment. time, commencing from the Deemed Date of Allotment of each Option In case of Option V Secured NCDs, interest would be paid on an annual I Secured NCD: basis at the following Coupon Rate in connection with the relevant categories of Secured NCD holders, on the amount outstanding from Category of NCD Holder Coupon Rate (%) per month (including Base time to time, commencing from the Deemed Date of Allotment of each &RXSRQ 5DWH DQG DGGLWLRQDO LQFHQWLYH RQ %DVH Option V Secured NCD: Coupon Rate payable to Category II and III ,QYHVWRUVDVDSSOLFDEOH Category of NCD Holder Coupon Rate (%) per month (including Category I 8.50% Base Coupon Rate and additional Category II 8.75% LQFHQWLYHRQ%DVH&RXSRQ5DWHSD\DEOH Category III 8.75% WR &DWHJRU\ ,, DQG ,,, ,QYHVWRUV DV Option I Secured NCDs shall be redeemed at the Face Value thereof along applicable) with the interest accrued thereon, if any, at the end of 24 months from the Deemed Date of Allotment. Category I 9.00% In case of Option II Secured NCDs, interest would be paid on a monthly Category II 9.25% basis at the following Coupon Rate in connection with the relevant Category III 9.25% categories of Secured NCD holders, on the amount outstanding from Option V Secured NCDs shall be redeemed at the Face Value thereof time to time, commencing from the Deemed Date of Allotment of each along with the interest accrued thereon, if any, at the end of 36 months Option II Secured NCD: from the Deemed Date of Allotment.
MUTHOOT FINANCE LIMITED 21 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS
In case of Option VI Secured NCDs, interest would be paid on an annual FDQ EH JLYHQ E\ DOO DSSOLFDQWV RWKHU WKDQ FRPSDQLHV DQG ¿UPV RU E D basis at the following Coupon Rate in connection with the relevant FHUWL¿FDWHIURPWKH$VVHVVLQJ2I¿FHUZKLFKFDQEHREWDLQHGE\DOODSSOLFDQWV categories of Secured NCD holders, on the amount outstanding from LQFOXGLQJFRPSDQLHVDQG¿UPV E\PDNLQJDQDSSOLFDWLRQLQWKHSUHVFULEHG time to time, commencing from the Deemed Date of Allotment of each form i.e. Form No.13. The aforesaid documents, as may be applicable, should Option VI Secured NCD: EHVXEPLWWHGDWWKHRI¿FHRIWKH5HJLVWUDUTXRWLQJWKHQDPHRIWKHVROH¿UVW Secured NCD Holder, NCD folio number and the distinctive number(s) of the Category of NCD Holder Coupon Rate (%) per month (including Secured NCD held, at least seven days prior to the Record Date to ensure %DVH&RXSRQ5DWHDQGDGGLWLRQDOLQFHQWLYH non-deduction/lower deduction of tax at source from interest on the Secured on Base Coupon Rate payable to Category NCD. The investors nee G WR VXEPLW )RUP + *FHUWL¿FDWH LQ RULJLQDO ,,DQG,,,,QYHVWRUVDVDSSOLFDEOH ZLWKWKH$VVHVVLQJ2I¿FHUIRUHDFK¿QDQFLDO\HDUGXULQJWKHFXUUHQF\RIWKH Secured NCD to ensure non-deduction or lower deduction of tax at source Category I 9.00% from interest on the Secured NCD. Category II 9.25% 7D[H[HPSWLRQFHUWL¿FDWHGRFXPHQWLIDQ\PXVWEHORGJHGDWWKHRI¿FHRIWKH Category III 9.25% 5HJLVWUDUDWOHDVWVHYHQGD\VSULRUWRWKH5HFRUG'DWHRUDVVSHFL¿FDOO\UHTXLUHG Option VI Secured NCDs shall be redeemed at the Face Value thereof failing which tax applicable on interest will be deducted at source on accrual along with the interest accrued thereon, if any, at the end of 60 months thereof in our Company’s books and/or on payment thereof, in accordance from the Deemed Date of Allotment. ZLWK WKH SURYLVLRQV RI WKH ,7 $FW DQGRU DQ\ RWKHU VWDWXWRU\ PRGL¿FDWLRQ HQDFWPHQWRUQRWL¿FDWLRQDVWKHFDVHPD\EH$WD[GHGXFWLRQFHUWL¿FDWHZLOO Option VII Secured NCDs shall be redeemed at ` 1,088.28 for Category be issued for the amount of tax so deducted. I investors and at ` 1,091.06 for Category II and Category III investors, at the end of 400 days from the Deemed Date of Allotment. C. Payment of Interest ` For Secured NCDs subscribed under Option I, Option II, Option III, interest Option VIII Secured NCDs shall be redeemed at 1,127.15 for Category is to be paid on a monthly basis, relevant interest will be calculated from I investors and at ` 1,131.11 for Category II and Category III investors, at the end of 18 months from the Deemed Date of Allotment WKH ¿UVW GD\ WLOO WKH ODVW GDWH RI HYHU\ PRQWK GXULQJ WKH WHQRU RI VXFK 6HFXUHG1&'VDQGSDLGRQWKH¿UVWGD\RIHYHU\VXEVHTXHQWPRQWK)RU Option IX Secured NCDs shall be redeemed at ` ` 1,177.23 for Category WKH ¿UVW LQWHUHVW SD\PHQW IRU 6HFXUHG 1&'V XQGHU WKH PRQWKO\ RSWLRQV I investors and at ` 1,182.66 for Category II and Category III investors, interest from the Deemed Date of Allotment till the last day of the at the end of 24 months from the Deemed Date of Allotment. VXEVHTXHQWPRQWKZLOOEHFOXEEHGDQGSDLGRQWKH¿UVWGD\RIWKHPRQWK Option X Secured NCDs shall be redeemed at ` 1,286.14 for Category next to that subsequent month. On Option IV, Option V, Option VI, the I investors and at ` 1,295.03 for Category II and Category III investors, relevant interest will be paid on each anniversary of the Deemed Date at the end of 36 months from the Deemed Date of Allotment. of Allotment on the face value of the Secured NCD and the last interest payment under annual Options will be made at the time of redemption of If the date of interest payment falls on the second or fourth Saturday of the Secured NCDs. The last interest payment for Secured NCDs subscribed any month, Sunday or a public holiday in Kochi or Mumbai or any other under Option I, Option II, Option III, Option IV, Option V and Option VI SD\PHQWFHQWUHQRWL¿HGLQWHUPVRIWKH1HJRWLDEOH,QVWUXPHQWV$FW will be made at the time of redemption of the Secured NCD. then interest as due and payable on such day, would be paid on the next Working Day. Payment of interest would be subject to the deduction as On Option VII, Option VIII, Option IX and Option X, NCDs shall be SUHVFULEHG LQ WKH ,7$FW RU DQ\ VWDWXWRU\ PRGL¿FDWLRQ RU UHHQDFWPHQW redeemed at the end of 400 days, 18 months, 24 months and 36 months thereof for the time being in force. from the Deemed Date of Allotment. Amount of interest payable shall be rounded off to the nearest Rupee. Please note that in case the Secured NCDs are transferred and/or If the date of interest payment falls on the second or fourth Saturday on transmitted in accordance with the provisions of the Tranche I Prospectus any month, Sunday or a public holiday in Kochi or Mumbai or any other read with the provisions of the Articles of Association of our Company, SD\PHQWFHQWUHQRWL¿HGLQWHUPVRIWKH1HJRWLDEOH,QVWUXPHQWV$FW the transferee of such Secured NCDs or the deceased holder of Secured then interest as due and payable on such day, would be paid on the next NCDs, as the case may be, shall be entitled to any interest which may Working Day. Payment of interest would be subject to the deduction as have accrued on the Secured NCDs subject to such Transferee holding SUHVFULEHG LQ WKH ,7$FW RU DQ\ VWDWXWRU\ PRGL¿FDWLRQ RU UHHQDFWPHQW the Secured NCDs on the Record Date. thereof for the time being in force. Please refer to Schedule A of the Tranche I Prospectus for details pertaining Interest for each of the interest periods shall be calculated, on the face WR WKH FDVK ÀRZV RI WKH &RPSDQ\ LQ DFFRUGDQFH ZLWK WKH 6(%, FLUFXODU value of principal outstanding on the Secured NCDs at the applicable bearing number CIR/IMD/DF/18/2013 dated October 29, 2013 and SEBI Coupon Rate for each Category rounded off to the nearest Rupee and same Circular No. CIR/IMD/DF-1/122/2016 dated November 11, 2016. shall be paid annually. Interest shall be computed on a 365 days-a-year B. Taxation basis on the principal outstanding on the NCDs. However, if period from deemed date of allotment/anniversary date of allotment till one day prior As per clause (ix) of Section 193 of the I.T. Act, no tax is required to be th withheld on any interest payable on any security issued by a company, where to next anniversary date/redemption date includes February 29 , interest such security is in dematerialized form and is listed on a recognized stock shall be computed on 366 days a-year basis. exchange in India in accordance with the Securities Contracts (Regulation) D. Payment of Interest to Secured NCD Holders Act, 1956 (42 of 1956) and the rules made thereunder. Accordingly, no Payment of interest will be made to (i) in case of Secured NCDs in dematerialised tax will be deducted at source from the interest on listed Secured NCDs IRUPWKHSHUVRQVZKRIRUWKHWLPHEHLQJDSSHDULQWKHUHJLVWHURIEHQH¿FLDO held in the dematerialised form. owners of the Secured NCD as per the Depositories as on the Record Date However in case of Secured NCDs held in physical form, as per the current and (ii) in case of Secured NCDs in physical form, the persons whose names provisions of the IT Act, tax will not be deducted at source from interest DSSHDULQWKHUHJLVWHURIGHEHQWXUHKROGHUVPDLQWDLQHGE\XV RUWR¿UVWKROGHU payable on such Secured NCDs held by the investor, if such interest does in case of joint-holders) as on the Record Date. not exceed ` LQ DQ\ ¿QDQFLDO \HDU ,I LQWHUHVW H[FHHGV WKH SUHVFULEHG We may enter into an arrangement with one or more banks in one or more limit of ` 5,000 on account of interest on the Secured NCDs, then the cities for direct credit of interest to the account of the Secured NCD Holders. tax will be deducted at applicable rate. However in case of Secured NCD In such cases, interest, on the interest payment date, would be directly credited Holders claiming non-deduction or lower deduction of tax at source, as the to the account of those investors who have given their bank mandate. case may be, the Secured NCD Holder should furnish either (a) a declaration We may offer the facility of NACH, NEFT, RTGS, Direct Credit and any other (in duplicate) in the prescribed form i.e. (i) Form 15H which can be given method permitted by RBI and SEBI from time to time to effect payments to by individuals who are of the age of 60 years or more (ii) Form 15G which Secured NCD Holders. The terms of this facility (including towns where this
22 MUTHOOT FINANCE LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS facility would be available) would be as prescribed by RBI. For further details For Secured NCDs applied / held in electronic form see the section titled “ Issue Structure - Manner of Payment of Interest / Refund The bank details will be obtained from the Depositories for payment of / Redemption ” beginning at pages 51 and 60 of the Tranche I Prospectus. Interest / refund / redemption as the case may be. Applicants who have 69. Maturity and Redemption applied for or are holding the Secured NCDs in electronic form, are For Secured NCDs subscribed under Option I, Option II, Option III, advised to immediately update their bank account details as appearing Option IV, Option V, Option VI the relevant interest will be paid in the on the records of the depository participant. Please note that failure to manner set out in “ Issue Structure - Payment of Interest ” at page 39 of do so could result in delays in credit of refunds to the applicant at the the Tranche I Prospectus. applicant’s sole risk, and neither the Lead Managers our Company nor the Registrar to the Issue shall have any responsibility and undertake any The last interest payment will be made at the time of redemption of the liability for the same. Secured NCD. On Option VII, Option VIII, Option IX and Option X NCDs shall be redeemed at the end of 400 days, 18 months, 24 months In case of ASBA Applicants, the Registrar to the Issue will issue requisite and 36 months from the Deemed Date of Allotment. instructions to the relevant SCSBs to un-block amounts in the ASBA Accounts of the Applicants representing the amounts to be refunded to the Applicants. Options Maturity period/Redemption (as applicable) For Secured NCDs held in physical form I 24 months from the Deemed Date of Allotment The bank details will be obtained from the Registrar to the Issue for II 36 months from the Deemed Date of Allotment payment of interest / refund / redemption as the case may be. III 60 months from the Deemed Date of Allotment *In the event, the interest / payout of total coupon / redemption amount IV 24 months from the Deemed Date of Allotment is a fraction and not an integer, such amount will be rounded off to the nearest integer. By way of illustration if the redemption amount is V 36 months from the Deemed Date of Allotment ` 1,837.50, then the amount shall be rounded off to ` 1,838. VI 60 months from the Deemed Date of Allotment The mode of interest / refund / redemption payments shall be undertaken VII 400 days from the Deemed Date of Allotment in the following order of preference: VIII 18 months from the Deemed Date of Allotment 1. Direct Credit IX 24 months from the Deemed Date of Allotment Investors having their bank account with the Refund Bank, shall be eligible X 36 months from the Deemed Date of Allotment to receive refunds, if any, through direct credit. The refund amount, if any, 70. Deemed Date of Allotment would be credited directly to their bank account with the Refund Banker. Deemed date of allotment shall be the date as decided by the duly authorised 2. NACH committee of the Board of Directors constituted by resolution of the Board National Automated Clearing House which is a consolidated system of ECS. dated July 25, 2011, under Section 179(3)(c) of the Companies Act, 2013 Payment of refund would be done through NACH for Applicants having an and as mentioned in the Allotment advice. DFFRXQWDWRQHRIWKHFHQWUHVVSHFL¿HGE\WKH5%,ZKHUHVXFKIDFLOLW\KDV 71. Application Size been made available. This would be subject to availability of complete bank account details including Magnetic Ink Character Recognition (MICR) Each application should be for a minimum of 10 NCDs and multiples of code wherever applicable from the depository. The payment of refund 1 NCD thereafter (for all options of NCDs, namely Option I, Option II, through NACH is mandatory for Applicants having a bank account at any Option III, Option IV, Option V, Option VI, Option VII, Option VIII, Option of the centres where NACH facility has been made available by the RBI IX, Option X and Option XI either taken individually or collectively). The (subject to availability of all information for crediting the refund through minimum application size for each application for Secured NCDs would NACH including the MICR code as appearing on a cheque leaf, from the be ` 10,000.00 and in multiples of ` 1,000.00 thereafter. depositories), except where applicant is otherwise disclosed as eligible to $SSOLFDQWVDUHDGYLVHGWRHQVXUHWKDWDSSOLFDWLRQVPDGHE\WKHPGR get refunds through NEFT or Direct Credit or RTGS. QRW H[FHHG WKH LQYHVWPHQW OLPLWV RU PD[LPXP QXPEHU RI 6HFXUHG 3. RTGS NCDs that can be held by them under applicable statutory and or UHJXODWRU\SURYLVLRQV Applicants having a bank account with a participating bank and whose interest ` 72. Terms of Payment payment/ refund/ redemption amounts exceed 200,000, or such amount as PD\ EH ¿[HG E\ 5%, IURP WLPH WR WLPH KDYH WKH RSWLRQ WR UHFHLYH UHIXQG 7KH HQWLUH LVVXH SULFH SHU 6HFXUHG 1&' DV VSHFL¿HG LQ WKH 7UDQFKH , through RTGS. Such eligible Applicants who indicate their preference to receive Prospectus, is payable on application itself. In case of allotment of lesser interest payment/ refund/ redemption through RTGS are required to provide number of Secured NCDs than the number of Secured NCDs applied for, the IFSC code in the Application Form or intimate our Company and the our Company shall refund the excess amount paid on application to the Registrar to the Issue at least seven days prior to the Record Date. Charges, applicant in accordance with the terms of the Tranche I Prospectus. For if any, levied by the Applicant’s bank receiving the credit would be borne by further details please refer to the paragraph on “ Interest on Application the Applicant. In the event the same is not provided, interest payment/ refund/ Money” beginning on page 64 of the Tranche I Prospectus. redemption shall be made through NACH subject to availability of complete 73. Record Date bank account details for the same as stated above. The Record Date for payment of interest in connection with the Secured 4. NEFT 1&'VRUUHSD\PHQWRISULQFLSDOLQFRQQHFWLRQWKHUHZLWKVKDOOEH ¿IWHHQ Payment of interest/ refunds/ redemption shall be undertaken through NEFT days prior to the date on which interest is due and payable, and/or the date wherever the Applicants’ banks have been assigned the Indian Financial System of redemption. Provided that trading in the Secured NCDs shall remain Code (“ IFSC ”), which can be linked to a Magnetic Ink Character Recognition suspended between the aforementioned Record Date in connection with (“ MICR ”), if any, available to that particular bank branch. The IFSC Code redemption of Secured NCDs and the date of redemption or as prescribed by the relevant stock exchange(s), as the case may be. In case Record will be obtained from the website of RBI as on a date immediately prior to Date falls on a day when stock exchanges are having a trading holiday, the date of payment of refund, duly mapped with MICR numbers. Wherever the Applicants have registered their nine digit MICR number and their bank WKHLPPHGLDWHVXEVHTXHQWWUDGLQJGD\RUDGDWHQRWL¿HGE\WKH&RPSDQ\ to the Stock Exchanges, will be deemed as the Record Date. account number while opening and operating the demat account, the same will be duly mapped with the IFSC Code of that particular bank branch and 74. Manner of Payment of Interest / Refund / Redemption* the payment of interest/ refund/ redemption will be made to the applicants The manner of payment of interest / refund / redemption in connection through this method. with the Secured NCDs is set out below *:
MUTHOOT FINANCE LIMITED 23 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS 5. Registered Post/Speed Post Secured NCD Holders whose names stand in the register of debenture holders For all other applicants, including those who have not updated their bank PDLQWDLQHG E\ XV RQ WKH 5HFRUG 'DWH ¿[HG IRU WKH SXUSRVH RI 5HGHPSWLRQ particulars with the MICR code, the interest payment / refund / redemption +RZHYHURXU&RPSDQ\PD\UHTXLUHWKDWWKH6HFXUHG1&'FHUWL¿FDWH V GXO\ orders shall be dispatched through speed post/ registered post. discharged by the sole holder/all the joint-holders (signed on the reverse of the 6HFXUHG1&'FHUWL¿FDWHV EHVXUUHQGHUHGIRUUHGHPSWLRQRQPDWXULW\DQGVKRXOG Please note that applicants are eligible to receive payments through the be sent by the Secured NCD Holders by Registered Post with acknowledgment modes detailed in (1), (2) (3), and (4) herein above provided they provide necessary information for the above modes and where such payment GXH RU E\ KDQG GHOLYHU\ WR RXU RI¿FH RU WR VXFK SHUVRQV DW VXFK DGGUHVVHV facilities are allowed / available. DVPD\EHQRWL¿HGE\XVIURPWLPHWRWLPH6HFXUHG1&'+ROGHUVPD\EH UHTXHVWHGWRVXUUHQGHUWKH6HFXUHG1&'FHUWL¿FDWHVLQWKHPDQQHUDVVWDWHG Please note that our Company shall not be responsible to the holder of above, not more than three months and not less than one month prior to the Secured NCD, for any delay in receiving credit of interest / refund / redemption date so as to facilitate timely payment. redemption so long as our Company has initiated the process of such We may at our discretion redeem the Secured NCDs without the requirement request in time. RIVXUUHQGHULQJRIWKH6HFXUHG1&'FHUWL¿FDWHVE\WKHKROGHU V WKHUHRI 75. Printing of Bank Particulars on Interest Warrants In case we decide to do so, the holders of Secured NCDs need not submit As a matter of precaution against possible fraudulent encashment of refund WKH 6HFXUHG 1&' FHUWL¿FDWHV WR XV DQG WKH UHGHPSWLRQ SURFHHGV ZRXOG orders and interest/ redemption warrants due to loss or misplacement, the be paid to those Secured NCD holders whose names stand in the register particulars of the Applicant’s bank account are mandatorily required to be given RIGHEHQWXUH KROGHUV PDLQWDLQHGE\ XV RQ WKH 5HFRUG 'DWH ¿[HGIRU WKH for printing on the orders/ warrants. In relation to Secured NCDs applied and purpose of redemption of Secured NCDs. In such case, the Secured NCD held in dematerialized form, these particulars would be taken directly from the FHUWL¿FDWHV ZRXOG EH GHHPHG WR KDYH EHHQ FDQFHOOHG$OVR VHH WKH SDUD depositories. In case of Secured NCDs held in physical form either on account “Payment on Redemption ” given below. of rematerialisation or transfer, the Secured NCD Holders are advised to submit Secured NCDs held in electronic form: their bank account details with our Company/ Registrar to the Issue at least No action is required on the part of Secured NCD holder(s) at the time seven days prior to the Record Date failing which the orders/ warrants will of redemption of Secured NCDs. be dispatched to the postal address of the Secured NCD Holders as available in the records of our Company either through speed post or registered post. 80. Payment on Redemption Bank account particulars will be printed on the orders/ warrants which can The manner of payment of redemption is set out below *. WKHQEHGHSRVLWHGRQO\LQWKHDFFRXQWVSHFL¿HG Secured NCDs held in physical form 76. Loan against Secured NCDs The payment on redemption of the Secured NCDs will be made by way of As per the RBI circular dated June 27, 2013, the Company is not permitted cheque/pay order/ electronic modes. However, if our Company so requires, the to extend loans against the security of its debentures issued by way of private aforementioned payment would only be made on the surrender of Secured NCD placement or public issues. However, if the RBI subsequently permits the FHUWL¿FDWHVGXO\GLVFKDUJHGE\WKHVROHKROGHUDOOWKHMRLQWKROGHUV VLJQHGRQ extension of loans by NBFCs against the security of its debentures issued WKHUHYHUVHRIWKH6HFXUHG1&'FHUWL¿FDWHV 'HVSDWFKRIFKHTXHVSD\RUGHUV by way of private placement or public issues, the Company may consider etc. in respect of such payment will be made on the redemption date or (if so granting loans against the security of such Secured NCDs, subject to terms requested by our Company in this regard) within a period of 30 days from and conditions as may be decided by the Company at the relevant time, in WKHGDWHRIUHFHLSWRIWKHGXO\GLVFKDUJHG1&'FHUWL¿FDWH compliance with applicable law. In case we decide to do so, the redemption proceeds in the manner stated 77. Buy Back of Secured NCDs above would be paid on the redemption date to those Secured NCD Holders whose names stand in the register of debenture holders maintained by us on Our Company may, at its sole discretion, from time to time, consider, subject WKH5HFRUG'DWH¿[HGIRUWKHSXUSRVHRI5HGHPSWLRQ+HQFHWKHWUDQVIHUHHV to applicable statutory and/or regulatory requirements, buy-back the Secured if any, should ensure lodgment of the transfer documents with us at least NCDs, upon such terms and conditions as may be decided by our Company. seven days prior to the Record Date. In case the transfer documents are not 78. Form and Denomination lodged with us at least seven days prior to the Record Date and we dispatch ,Q FDVH RI 6HFXUHG 1&'V KHOG LQ SK\VLFDO IRUP D VLQJOH FHUWL¿FDWH ZLOO EH the redemption proceeds to the transferor, claims in respect of the redemption issued to the Secured NCD Holder for the aggregate amount of the Secured proceeds should be settled amongst the parties inter se and no claim or action NCDs held (“ &RQVROLGDWHG&HUWL¿FDWH ”). The Applicant can also request for shall lie against us or the Registrar to the Issue. WKHLVVXHRI6HFXUHG1&'FHUWL¿FDWHVLQGHQRPLQDWLRQRIRQH1&' ³ Market Our liability to Secured NCD Holders towards their rights including for payment Lot ”). In case of NCDs held under different Options by a Secured NCD or otherwise shall stand extinguished from the redemption in all events and +ROGHUVHSDUDWH&RQVROLGDWHG&HUWL¿FDWHVZLOOEHLVVXHGWRWKH1&'+ROGHU when we dispatch the redemption amounts to the Secured NCD Holders. for the aggregate amount of the Secured NCDs held under each Option. Further, we will not be liable to pay any interest, income or compensation of It is however distinctly to be understood that the Secured NCDs pursuant to any kind from the date of redemption of the Secured NCDs. the Tranche I Issue shall be traded only in demat form. Secured NCDs held in electronic form ,QUHVSHFWRI&RQVROLGDWHG&HUWL¿FDWHVZHZLOORQO\XSRQUHFHLSWRIDUHTXHVW On the redemption date, redemption proceeds would be paid by cheque/ pay IURPWKH6HFXUHG1&'+ROGHUVSOLWVXFK&RQVROLGDWHG&HUWL¿FDWHVLQWRVPDOOHU order/ electronic mode to those Secured NCD Holders whose names appear on denominations subject to the minimum of Market Lot. No fees would be WKHOLVWRIEHQH¿FLDORZQHUVJLYHQE\WKH'HSRVLWRULHVWRXV7KHVHQDPHVZRXOG FKDUJHGIRUVSOLWWLQJRI6HFXUHG1&'FHUWL¿FDWHVLQ0DUNHW/RWVEXWVWDPS EHDVSHUWKH'HSRVLWRULHV¶UHFRUGVRQWKH5HFRUG'DWH¿[HGIRUWKHSXUSRVH duty payable, if any, would be borne by the Secured NCD Holder. The request of redemption. These Secured NCDs will be simultaneously extinguished to IRU VSOLWWLQJ VKRXOG EH DFFRPSDQLHG E\ WKH RULJLQDO 1&' FHUWL¿FDWH ZKLFK the extent of the amount redeemed through appropriate debit corporate action would then be treated as cancelled by us. upon redemption of the corresponding value of the Secured NCDs. It may be 79. Procedure for Redemption by Secured NCD holders noted that in the entire process mentioned above, no action is required on the The procedure for redemption is set out below: part of Secured NCD Holders. Secured NCDs held in physical form: Our liability to Secured NCD Holders towards his/their rights including for No action would ordinarily be required on the part of the Secured NCD Holder payment/ redemption in all events shall end when we dispatch the redemption at the time of redemption and the redemption proceeds would be paid to those amounts to the Secured NCD Holders. 24 MUTHOOT FINANCE LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS Further, we will not be liable to pay any interest, income or compensation of 84. Title any kind from the date of redemption of the Secured NCDs. In case of: * In the event, the interest / payout of total coupon / redemption amount is a x Secured NCDs held in the dematerialised form, the person for the fraction and not an integer, such amount will be rounded off to the nearest WLPH EHLQJ DSSHDULQJ LQ WKH UHJLVWHU RI EHQH¿FLDO RZQHUV PDLQWDLQHG E\ integer. By way of illustration if the redemption amount is `1,837.5, then the Depository; and the amount shall be rounded off to ` 1,838. x the Secured NCDs held in physical form, the person for the time 81. Redemption Date being appearing in the register of NCD Holders as Secured NCD holder, Option I Secured NCDs will be redeemed at the expiry of 24 months from shall be treated for all purposes by our Company, the Debenture Trustee, the Deemed Date of Allotment. the Depositories and all other persons dealing with such person as the Option II Secured NCDs will be redeemed at the expiry of 36 months holder thereof and its absolute owner for all purposes whether or not it is from the Deemed Date of Allotment. overdue and regardless of any notice of ownership, trust or any interest Option III Secured NCDs will be redeemed at the expiry of 60 months LQLWRUDQ\ZULWLQJRQWKHIWRUORVVRIWKH&RQVROLGDWHG1&'&HUWL¿FDWHV from the Deemed Date of Allotment. issued in respect of the Secured NCDs and no person will be liable for so treating the Secured NCD holder. Option IV Secured NCDs will be redeemed at the expiry of 24 months from the Deemed Date of Allotment. No transfer of title of a NCD will be valid unless and until entered on the UHJLVWHU RI 1&' KROGHUV RU WKH UHJLVWHU RI EHQH¿FLDO RZQHUV PDLQWDLQHG Option V Secured NCDs will be redeemed at the expiry of 36 months by the Depository prior to the Record Date. In the absence of transfer from the Deemed Date of Allotment. being registered, interest and/or maturity amount, as the case may be, Option VI Secured NCDs will be redeemed at the expiry of 60 months ZLOOEHSDLGWRWKHSHUVRQZKRVHQDPHDSSHDUV¿UVWLQWKHUHJLVWHURIWKH from the Deemed Date of Allotment. NCD Holders maintained by the Depositories and/or our Company and/ Option VII Secured NCDs will be redeemed at the expiry of 400 days or the Registrar, as the case may be. In such cases, claims, if any, by the from the Deemed Date of Allotment. purchasers of the Secured NCDs will need to be settled with the seller Option VIII Secured NCDs will be redeemed at the expiry of 18 months of the Secured NCDs and not with our Company or the Registrar. The from the Deemed Date of Allotment. provisions relating to transfer and transmission and other related matters in respect of our Company’s shares contained in the Articles of Association Option IX Secured NCDs will be redeemed at the expiry of 24 months of our Company and the Companies Act/ the relevant provisions of the from the Deemed Date of Allotment. Companies Act, 2013 applicable as on the date of the Tranche I Prospectus Option X Secured NCDs will be redeemed at the expiry of 36 months shall apply, mutatis mutandis (to the extent applicable) to the Secured from the Deemed Date of Allotment. NCD(s) as well. 82. Right to reissue Secured NCD(s) For Secured NCDs held in electronic form Subject to the provisions of the Companies Act, 1956 and the Companies The normal procedure followed for transfer of securities held in dematerialised Act, 2013, as applicable on the date of the Tranche I Prospectus, where we form shall be followed for transfer of the Secured NCDs held in electronic have fully redeemed or repurchased any Secured NCDs, we shall have and form. The seller should give delivery instructions containing details of the shall be deemed always to have had the right to keep such Secured NCDs in buyer’s Depository Participant account to his depository participant. effect without extinguishment thereof, for the purpose of resale or re-issue and In case the transferee does not have a Depository Participant account, the seller in exercising such right, we shall have and be deemed always to have had the can re-materialise the Secured NCDs and thereby convert his dematerialised power to resell or reissue such Secured NCDs either by reselling or re-issuing holding into physical holding. Thereafter these Secured NCDs can be the same Secured NCDs or by issuing other Secured NCDs in their place. transferred in the manner as stated above for transfer of Secured NCDs held The aforementioned right includes the right to reissue original Secured NCDs. in physical form. 83. Transfer/Transmission of Secured NCD(s) 85. Common form of transfer For Secured NCDs held in physical form The Issuer undertakes that there shall be a common form of transfer for the The Secured NCDs shall be transferred or transmitted freely in accordance Secured NCDs and the provisions of the Companies Act, 2013 and all applicable with the applicable provisions of the Companies Act/ the Companies Act, 2013 laws including the FEMA and the rules and regulations thereunder shall be duly applicable as on the date of the Tranche I Prospectus and all other applicable complied with in respect of all transfer of debentures and registration thereof. laws including FEMA and the rules and regulations thereunder. The provisions 86. Joint-holders relating to transfer and transmission and other related matters in respect of our shares contained in the Articles, the Companies Act/the relevant provisions of Where two or more persons are holders of any Secured NCD(s), they shall be the Companies Act, 2013 applicable as on the date of the Tranche I Prospectus, GHHPHGWRKROGWKHVDPHDVMRLQWKROGHUVZLWKEHQH¿WVRIVXUYLYRUVKLSVXEMHFW and all applicable laws including FEMA and the rules and regulations thereunder, to other provisions contained in the Articles. shall apply, mutatis mutandis (to the extent applicable to debentures) to the 87. Sharing of information Secured NCDs as well. In respect of the Secured NCDs held in physical form, We may, at our option, use on our own, as well as exchange, share or part with a common form of transfer shall be used for the same. The Secured NCDs DQ\¿QDQFLDORURWKHULQIRUPDWLRQDERXWWKH6HFXUHG1&'+ROGHUVDYDLODEOH held in dematerialised form shall be transferred subject to and in accordance ZLWKXVZLWKRXUVXEVLGLDULHVLIDQ\DQGDI¿OLDWHVDQGRWKHUEDQNV¿QDQFLDO with the rules/ procedures as prescribed by NSDL/CDSL and the relevant institutions, credit bureaus, agencies, statutory bodies, as may be required Depositary Participants of the transferor and the transferee and any other DQGQHLWKHUZHRURXUDI¿OLDWHVQRUWKHLUDJHQWVVKDOOEHOLDEOHIRUXVHRIWKH DSSOLFDEOH ODZV DQG UXOHV QRWL¿HG LQ UHVSHFW WKHUHRI 7KH WUDQVIHUHHV VKRXOG aforesaid information. ensure that the transfer formalities are completed at prior to the Record Date. 88. Notices In the absence of the same, interest will be paid/ redemption will be made to the person, whose name appears in the register of debenture holders or the All notices to the Secured NCD Holders required to be given by us or the records as maintained by the Depositories. In such cases, claims, if any, by Debenture Trustee will be sent by speed post or registered post or through the transferees would need to be settled with the transferors and not with the email or other electronic media to the registered Secured NCD Holders from Issuer or Registrar. time to time.
MUTHOOT FINANCE LIMITED 25 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS
,VVXHRI'XSOLFDWH1&'&HUWL¿FDWH V LVVXHGLQSK\VLFDOIRUP in such notice inter alia if any of the events listed below occurs. The ,I 1&' FHUWL¿FDWH V LV DUH PXWLODWHG RU GHIDFHG RU WKH FDJHV IRU UHFRUGLQJ description below is indicative and a complete list of events of default transfers of Secured NCDs are fully utilised, the same may be replaced by us DQGLWVFRQVHTXHQFHVZLOOEHVSHFL¿HGLQWKH'HEHQWXUH7UXVW'HHG DJDLQVWWKHVXUUHQGHURIVXFKFHUWL¿FDWH V 3URYLGHGZKHUHWKH1&'FHUWL¿FDWH V (i) default is committed in payment of the principal amount of the are mutilated or defaced, the same will be replaced as aforesaid only if the Secured NCDs on the due date(s); and FHUWL¿FDWHQXPEHUVDQGWKHGLVWLQFWLYHQXPEHUVDUHOHJLEOH (ii) default is committed in payment of any interest on the Secured NCDs ,IDQ\1&'FHUWL¿FDWHLVGHVWUR\HGVWROHQRUORVWWKHQXSRQSURGXFWLRQRISURRI on the due date(s). thereof to our satisfaction and upon furnishing such indemnity/ security and/ 93. Lien RUGRFXPHQWVDVZHPD\GHHPDGHTXDWHGXSOLFDWH6HFXUHG1&'FHUWL¿FDWHV As per the RBI circular dated June 27, 2013, the Company is not permitted VKDOO EH LVVXHG 8SRQ LVVXDQFH RI D GXSOLFDWH 1&' FHUWL¿FDWH WKH RULJLQDO to extend loans against the security of its debentures issued by way of 1&'FHUWL¿FDWHVKDOOVWDQGFDQFHOOHG private placement or public issues. The Company shall have the right of 90. Security set-off and lien, present as well as future on the moneys due and payable The principal amount of the Secured NCDs to be issued in terms of the Tranche to the Secured NCD holders or deposits held in the account of the Secured I Prospectus together with all interest due on the Secured NCDs, as well as NCD holders, whether in single name or joint name, to the extent of all all costs, charges, all fees, remuneration of Debenture Trustee and expenses outstanding dues by the Secured NCD holders to the Company, subject SD\DEOHLQUHVSHFWWKHUHRIVKDOOEHVHFXUHGE\ZD\RI¿UVW pari passu charge to applicable law. RQWKHLGHQWL¿HGLPPRYDEOHSURSHUW\DQGD¿UVW pari passu charge on current 94. Lien on pledge of Secured NCDs assets, book debts, loans and advances, and receivables including gold loan receivables, both present and future, of our Company. The Company may, at its discretion note a lien on pledge of Secured NCDs if such pledge of Secured NCD is accepted by any thirty party Our Company will create the security for the Secured NCDs in favour of bank/institution or any other person for any loan provided to the Secured the Debenture Trustee for the Secured NCD Holders on the assets to ensure NCD holder against pledge of such Secured NCDs as part of the funding, 100.00% security cover of the amount outstanding in respect of Secured NCDs, subject to applicable law. including interest thereon, at any time. 95. Future Borrowings Our Company has entered into an agreement with the Debenture Trustee, (‘ Debenture Trust Deed’ ), the terms of which governs the appointment of the We shall be entitled to make further issue of secured debentures and/or raise Debenture Trustee and the issue of the Secured NCDs. Our Company proposes term loans or raise further funds from time to time from any persons, banks, WRFRPSOHWHWKHH[HFXWLRQRIWKH'HEHQWXUH7UXVW'HHGEHIRUH¿QDOLVDWLRQRI ¿QDQFLDOLQVWLWXWLRQVRUERGLHVFRUSRUDWHRUDQ\RWKHUDJHQF\ZLWKRXWWKHFRQVHQW the Basis of Allotment in consultation with the Designated Stock Exchange and RIRUQRWL¿FDWLRQWRRUFRQVXOWDWLRQZLWKWKHKROGHURI6HFXUHG1&'VRUWKH utilize the funds only after the stipulated security has been created and upon Debenture Trustee by creating a charge on any assets, provided the stipulated receipt of listing and trading approval from the Designated Stock Exchange. security cover is maintained. Under the terms of the Debenture Trust Deed, our Company will covenant We shall be entitled to make further issue of unsecured debentures and/or with the Debenture Trustee that it will pay the Secured NCD Holders the raise unsecured term loans or raise further unsecured funds from time to time principal amount on the Secured NCDs on the relevant redemption date and IURPDQ\SHUVRQVEDQNV¿QDQFLDOLQVWLWXWLRQVRUERGLHVFRUSRUDWHRUDQ\RWKHU DOVRWKDWLWZLOOSD\WKHLQWHUHVWGXHRQ6HFXUHG1&'VRQWKHUDWHVSHFL¿HG DJHQF\ ZLWKRXW WKH FRQVHQW RI RU QRWL¿FDWLRQ WR RU LQ FRQVXOWDWLRQ ZLWK WKH in the Tranche I Prospectus and in the Debenture Trust Deed. holder of Secured NCDs or the Debenture Trustee. The Debenture Trust Deed will also provide that our Company may withdraw 96. Interest and Payment of Interest any portion of the security and replace with another asset of the same or a A. Interest higher value. In case of Option XI, no interest is payable either on an annual or monthly 91. Trustees for the Secured NCD holders basis to the relevant Categories of Unsecured NCD holders. Option XI We have appointed IDBI Trusteeship Services Limited to act as the Debenture Unsecured NCDs shall be redeemed at ` 1,978.71 for Category I investors Trustees for the Secured NCD Holders. The Debenture Trustee and us will and at ` 2,000.00 for Category II and Category III investors, at the end execute a Debenture Trust Deed, inter alia , specifying the powers, authorities of 96 months from the Deemed Date of Allotment. and obligations of the Debenture Trustee and us. The Secured NCD Holders Amount of interest payable shall be rounded off to the nearest Rupee. shall, without further act or deed, be deemed to have irrevocably given their If the date of interest payment falls on the second or fourth Saturday on FRQVHQW WR WKH 'HEHQWXUH7UXVWHH RU DQ\ RI LWV DJHQWV RU DXWKRULVHG RI¿FLDOV any month, Sunday or a public holiday in Kochi or Mumbai or any other to do all such acts, deeds, matters and things in respect of or relating to the SD\PHQWFHQWUHQRWL¿HGLQWHUPVRIWKH1HJRWLDEOH,QVWUXPHQWV$FW Secured NCDs as the Debenture Trustee may in its absolute discretion deem then interest as due and payable on such day, would be paid on the next necessary or require to be done in the interest of the Secured NCD Holders. Working Day. Payment of interest would be subject to the deduction as Any payment made by us to the Debenture Trustee on behalf of the Secured SUHVFULEHG LQ WKH ,7$FW RU DQ\ VWDWXWRU\ PRGL¿FDWLRQ RU UHHQDFWPHQW NCD Holders shall discharge us pro tanto to the Secured NCD Holders. thereof for the time being in force. The Debenture Trustee will protect the interest of the Secured NCD Holders in Interest for each of the interest periods shall be calculated, on the face the event of default by us in regard to timely payment of interest and repayment value of principal outstanding on the Secured NCDs at the applicable of principal and they will take necessary action at our cost. Coupon Rate for each Category rounded off to the nearest Rupee and same shall be paid annually. Interest shall be computed on a 365 days-a-year (YHQWVRI'HIDXOW basis on the principal outstanding on the NCDs. However, if period from Subject to the terms of the Debenture Trust Deed, the Debenture Trustee at deemed date of allotment/anniversary date of allotment till one day prior its discretion may, or if so requested in writing by the holders of at least to next anniversary date/redemption date includes February 29 th , interest three-fourths of the outstanding amount of the Secured NCDs or with the shall be computed on 366 days a-year basis. sanction of a special resolution, passed at a meeting of the NCD Holders, B. Taxation VXEMHFW WR EHLQJ LQGHPQL¿HG DQGRU VHFXUHG E\ WKH 1&' +ROGHUV WR LWV satisfaction), give notice to our Company specifying that the NCDs and/ As per clause (ix) of Section 193 of the I.T. Act, no tax is required to be or any particular series of Secured NCDs, in whole but not in part are withheld on any interest payable on any security issued by a company, where DQG KDYH EHFRPH GXH DQG UHSD\DEOH RQ VXFK GDWH DV PD\ EH VSHFL¿HG such security is in dematerialized form and is listed on a recognized stock
26 MUTHOOT FINANCE LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS exchange in India in accordance with the Securities Contracts (Regulation) on the records of the depository participant. Please note that failure to Act, 1956 (42 of 1956) and the rules made thereunder. Accordingly, no do so could result in delays in credit of refunds to the applicant at the tax will be deducted at source from the interest on listed Unsecured NCDs applicant’s sole risk, and neither the Lead Managers our Company nor held in the dematerialised form. the Registrar to the Issue shall have any responsibility and undertake any C. Payment of Interest liability for the same. In case of Option XI, no interest would be paid either on an annual or In case of ASBA Applicants, the Registrar to the Issue will issue requisite monthly basis to the relevant Categories of Unsecured NCD holders. instructions to the relevant SCSBs to un-block amounts in the ASBA Option XI Unsecured NCDs shall be redeemed at the end of 96 months Accounts of the Applicants representing the amounts to be refunded to from the Deemed Date of Allotment. the Applicants. 97. Maturity and Redemption For Secured NCDs held in physical form For Secured NCDs subscribed under Option I, Option II, Option III, Option The bank details will be obtained from the Registrar to the Issue for IV, Option V, Option VI the relevant interest will be paid in the manner payment of interest / refund / redemption as the case may be. set out in “Issue Structure- Payment of Interest” at page 39 of the Tranche *In the event, the interest / payout of total coupon / redemption amount I Prospectus below. The last interest payment will be made at the time is a fraction and not an integer, such amount will be rounded off to of redemption of the Secured NCD. On Option VII, Option VIII, Option the nearest integer. By way of illustration if the redemption amount is IX and Option X NCDs shall be redeemed at the end of 400 days, 18 ` 1,837.50, then the amount shall be rounded off to ` 1,838. months, 24 months and 36 months from the Deemed Date of Allotment. 103. Printing of Bank Particulars on Interest Warrants 98. Deemed Date of Allotment As a matter of precaution against possible fraudulent encashment of refund Deemed date of allotment shall be the date as decided by the duly authorised orders and interest/ redemption warrants due to loss or misplacement, committee of the Board of Directors constituted by resolution of the Board the particulars of the Applicant’s bank account are mandatorily required dated July 25, 2011, under Section 179(3)(c) of the Companies Act, 2013 to be given for printing on the orders/ warrants. In relation to Secured and as mentioned in the Allotment advice. NCDs applied and held in dematerialized form, these particulars would 99. Application Size be taken directly from the depositories. In case of Secured NCDs held in physical form either on account of rematerialisation or transfer, the Each application should be for a minimum of 10 NCDs and multiples of Secured NCD Holders are advised to submit their bank account details 1 NCD thereafter (for all options of NCDs, namely Option I, Option II, with our Company/ Registrar to the Issue at least seven days prior to the Option III, Option IV, Option V, Option VI, Option VII, Option VIII, Option Record Date failing which the orders/ warrants will be dispatched to the IX, Option X and Option XI either taken individually or collectively). The postal address of the Secured NCD Holders as available in the records of minimum application size for each application for Secured NCDs would our Company either through speed post or registered post. be ` 10,000.00 and in multiples of ` 1,000.00 thereafter. Bank account particulars will be printed on the orders/ warrants which $SSOLFDQWVDUHDGYLVHGWRHQVXUHWKDWDSSOLFDWLRQVPDGHE\WKHPGR FDQWKHQEHGHSRVLWHGRQO\LQWKHDFFRXQWVSHFL¿HG QRW H[FHHG WKH LQYHVWPHQW OLPLWV RU PD[LPXP QXPEHU RI 6HFXUHG NCDs that can be held by them under applicable statutory and or 104. Loan against Unsecured NCDs UHJXODWRU\SURYLVLRQV As per the RBI circular dated June 27, 2013, the Company is not permitted 100. Terms of Payment to extend loans against the security of its debentures issued by way of private placement or public issues. However, if the RBI subsequently permits the 7KH HQWLUH LVVXH SULFH SHU 6HFXUHG 1&' DV VSHFL¿HG LQ WKH 7UDQFKH , extension of loans by NBFCs against the security of its debentures issued Prospectus, is payable on application itself. In case of allotment of lesser by way of private placement or public issues, the Company may consider number of Secured NCDs than the number of Secured NCDs applied for, granting loans against the security of such Unsecured NCDs, subject to our Company shall refund the excess amount paid on application to the terms and conditions as may be decided by the Company at the relevant applicant in accordance with the terms of the Tranche I Prospectus. For time, in compliance with applicable law. further details please refer to the paragraph on “ Interest on Application Money” beginning on page 64 of the Tranche I Prospectus. 105. Buy Back of Unsecured NCDs 101. Record Date Our Company may, at its sole discretion, from time to time, consider, subject to applicable statutory and/or regulatory requirements, buy-back The Record Date for payment of interest in connection with the Secured the Unsecured NCDs, upon such terms and conditions as may be decided 1&'VRUUHSD\PHQWRISULQFLSDOLQFRQQHFWLRQWKHUHZLWKVKDOOEH ¿IWHHQ by our Company. days prior to the date on which interest is due and payable, and/or the date of redemption. Provided that trading in the Secured NCDs shall remain 106. Form and Denomination suspended between the aforementioned Record Date in connection with The Unsecured NCDs pursuant to this Issue shall be traded only in redemption of Secured NCDs and the date of redemption or as prescribed demat form. by the relevant stock exchange(s), as the case may be. In case Record 107. Procedure for Redemption by Unsecured NCD holders Date falls on a day when stock exchanges are having a trading holiday, The procedure for redemption is set out below: WKHLPPHGLDWHVXEVHTXHQWWUDGLQJGD\RUDGDWHQRWL¿HGE\WKH&RPSDQ\ to the Stock Exchanges, will be deemed as the Record Date. Unsecured NCDs held in electronic form: 102. Manner of Payment of Interest / Refund / Redemption * No action is required on the part of Unsecured NCD holder(s) at the time The manner of payment of interest / refund / redemption in connection of redemption of Unsecured NCDs. with the Secured NCDs is set out below *: 108. Payment on Redemption For Secured NCDs applied / held in electronic form The manner of payment of redemption is set out below. The bank details will be obtained from the Depositories for payment of Unsecured NCDs held in electronic form* Interest / refund / redemption as the case may be. Applicants who have On the redemption date, redemption proceeds would be paid by cheque/ applied for or are holding the Secured NCDs in electronic form, are pay order/ electronic mode to those Unsecured NCD Holders whose advised to immediately update their bank account details as appearing QDPHV DSSHDU RQ WKH OLVW RI EHQH¿FLDO RZQHUV JLYHQ E\ WKH 'HSRVLWRULHV
MUTHOOT FINANCE LIMITED 27 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS to us. These names would be as per the Depositories’ records on the and us will execute a Debenture Trust Deed, inter alia , specifying the 5HFRUG 'DWH ¿[HG IRU WKH SXUSRVH RI UHGHPSWLRQ 7KHVH 8QVHFXUHG powers, authorities and obligations of the Debenture Trustee and us. The NCDs will be simultaneously extinguished to the extent of the amount Unsecured NCD Holders shall, without further act or deed, be deemed to redeemed through appropriate debit corporate action upon redemption of have irrevocably given their consent to the Debenture Trustee or any of the corresponding value of the Unsecured NCDs. It may be noted that LWV DJHQWV RU DXWKRULVHG RI¿FLDOV WR GR DOO VXFK DFWV GHHGV PDWWHUV DQG in the entire process mentioned above, no action is required on the part things in respect of or relating to the Unsecured NCDs as the Debenture of Unsecured NCD Holders. Trustee may in its absolute discretion deem necessary or require to be Our liability to Unsecured NCD Holders towards his/their rights including done in the interest of the Unsecured NCD Holders. Any payment made for payment/ redemption in all events shall end when we dispatch the by us to the Debenture Trustee on behalf of the Unsecured NCD Holders redemption amounts to the Unsecured NCD Holders. shall discharge us pro tanto to the Unsecured NCD Holders. Further, we will not be liable to pay any interest, income or compensation The Debenture Trustee will protect the interest of the Unsecured NCD of any kind from the date of redemption of the Unsecured NCDs. Holders in the event of default by us in regard to timely payment of interest *In the event, the interest / payout of total coupon / redemption amount and repayment of principal and they will take necessary action at our cost. is a fraction and not an integer, such amount will be rounded off to (YHQWVRI'HIDXOW the nearest integer. By way of illustration if the redemption amount is Subject to the terms of the Debenture Trust Deed, the Debenture Trustee ` 1,837.50, then the amount shall be rounded off to ` 1,838. at its discretion may, or if so requested in writing by the holders of at 109. Redemption Date least three-fourths of the outstanding amount of the Unsecured NCDs or The Unsecured NCDs will be redeemed at the end of 96 months from with the sanction of a special resolution, passed at a meeting of the NCD the Deemed Date of Allotment. +ROGHUV VXEMHFW WR EHLQJ LQGHPQL¿HG DQGRU 8QVHFXUHG E\ WKH 1&' Holders to its satisfaction), give notice to our Company specifying that 110. Right to reissue Unsecured NCD(s) the NCDs and/or any particular series of Unsecured NCDs, in whole but Subject to the provisions of the Companies Act, 1956 and the relevant not in part are and have become due and repayable on such date as may provisions of the Companies Act, 2013 applicable as on the date of the EH VSHFL¿HG LQ VXFK QRWLFH LQWHU DOLD LI DQ\ RI WKH HYHQWV OLVWHG EHORZ Shelf Prospectus, where we have fully redeemed or repurchased any occurs. The description below is indicative and a complete list of events of Unsecured NCDs, we shall have and shall be deemed always to have had GHIDXOWDQGLWVFRQVHTXHQFHVZLOOEHVSHFL¿HGLQWKH'HEHQWXUH7UXVW'HHG the right to keep such Unsecured NCDs in effect without extinguishment (i) default is committed in payment of the principal amount of the Unsecured thereof, for the purpose of resale or re-issue and in exercising such right, NCDs on the due date(s); and we shall have and be deemed always to have had the power to resell or reissue such Unsecured NCDs either by reselling or re-issuing the same (ii) default is committed in payment of any interest on the Unsecured Unsecured NCDs or by issuing other Unsecured NCDs in their place. The NCDs on the due date(s). aforementioned right includes the right to reissue original Unsecured NCDs. 118. Lien 111. Transfer/Transmission of Unsecured NCD(s) As per the RBI circular dated June 27, 2013, the Company is not permitted The normal procedure followed for transfer of securities held in to extend loans against the security of its debentures issued by way of dematerialised form shall be followed for transfer of the Unsecured private placement or public issues. The Company shall have the right NCDs. The seller should give delivery instructions containing details of of set-off and lien, present as well as future on the moneys due and the buyer’s Depository Participant account to his depository participant. payable to the Unsecured NCD holders or deposits held in the account The Unsecured NCDs can only be transferred to a buyer if he has a of the Unsecured NCD holders, whether in single name or joint name, Depository Participant account. to the extent of all outstanding dues by the Unsecured NCD holders to the Company, subject to applicable law. 112. Joint-holders 119. Lien on pledge of Unsecured NCDs Where two or more persons are holders of any Unsecured NCD(s), WKH\ VKDOO EH GHHPHG WR KROG WKH VDPH DV MRLQW KROGHUV ZLWK EHQH¿WV RI The Company may, at its discretion note a lien on pledge of Unsecured survivorship subject to other provisions contained in the Articles. NCDs if such pledge of Secured NCD is accepted by any third party bank/ 113. Sharing of information institution or any other person for any loan provided to the Unsecured CD holder against pledge of such Unsecured NCDs as part of the funding, We may, at our option, use on our own, as well as exchange, share or subject to applicable law. SDUW ZLWK DQ\ ¿QDQFLDO RU RWKHU LQIRUPDWLRQ DERXW WKH 8QVHFXUHG 1&' 120. Future Borrowings +ROGHUVDYDLODEOHZLWKXVZLWKRXUVXEVLGLDULHVLIDQ\DQGDI¿OLDWHVDQG RWKHUEDQNV¿QDQFLDOLQVWLWXWLRQVFUHGLWEXUHDXVDJHQFLHVVWDWXWRU\ERGLHV We shall be entitled to make further issue of secured debentures and/ DVPD\EHUHTXLUHGDQGQHLWKHUZHRURXUDI¿OLDWHVQRUWKHLUDJHQWVVKDOO or raise term loans or raise further funds from time to time from any be liable for use of the aforesaid information. SHUVRQV EDQNV ¿QDQFLDO LQVWLWXWLRQV RU ERGLHV FRUSRUDWH RU DQ\ RWKHU 114. Notices DJHQF\ ZLWKRXW WKH FRQVHQW RI RU QRWL¿FDWLRQ WR RU FRQVXOWDWLRQ ZLWK the holder of Unsecured NCDs or the Debenture Trustee by creating a All notices to the Unsecured NCD Holders required to be given by us charge on any assets. or the Debenture Trustee will be sent by speed post or registered post or through email or other electronic media to the registered Unsecured NCD We shall be entitled to make further issue of unsecured debentures and/or Holders from time to time. raise unsecured term loans or raise further unsecured funds from time to WLPHIURPDQ\SHUVRQVEDQNV¿QDQFLDOLQVWLWXWLRQVRUERGLHVFRUSRUDWHRU 115. Security DQ\RWKHUDJHQF\ZLWKRXWWKHFRQVHQWRIRUQRWL¿FDWLRQWRRULQFRQVXOWDWLRQ The Unsecured NCDs shall not be secured, and accordingly our Company with the holder of Unsecured NCDs or the Debenture Trustee. will not be required to create security in favour of the Debenture Trustee 121. Interest on Application Amount for the Unsecured NCD holders on any assets. Interest on application amounts received which are used towards 116. Trustees for the Unsecured NCD holders allotment of NCDs We have appointed IDBI Trusteeship Services Limited to act as the Our Company shall pay interest on application amount at a rate of 8% per Debenture Trustees for the Unsecured NCD Holders. The Debenture Trustee annum against which NCDs are allotted to the Applicants, other than to ASBA
28 MUTHOOT FINANCE LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS Applicants, subject to deduction of income tax under the provisions of the Income Limited is neither a related company nor is a company under the same Tax Act, 1961, as amended, as applicable, from the date of realization of the management within the meaning of the Companies Act, 1956*. For further cheque(s)/demand draft(s) upto one day prior to the Deemed Date of Allotment. details regarding the Promoters and the group companies please refer to In the event that such date of realization of the cheque(s)/ demand draft(s) is not “Our Promoters ” at page 103 of the Shelf Prospectus. ascertainable in terms of banking records, we shall pay interest on Application *Disclosure made in accordance with letter from SEBI bearing no. IMD/ Amounts on the amount Allotted within 3 (three) Working Days from the date DOF-1/BM/VA/OW/22785/2013 dated October 30, 2013. of upload of each Application on the electronic Application platform of the
Stock Exchanges upto one day prior to the Deemed Date of Allotment. A tax 5HJLVWHUHG2I¿FH Muthoot Finance Limited GHGXFWLRQFHUWL¿FDWHZLOOEHLVVXHGIRUWKHDPRXQWRILQFRPHWD[VRGHGXFWHG 2nd Floor, Muthoot Chambers Our Company may enter into an arrangement with one or more banks in one Opposite Saritha Theatre Complex or more cities for direct credit of interest to the account of the Applicants. Banerji Road Alternatively, the interest warrant will be dispatched along with the Letter(s) Kochi 682 018 RI$OORWPHQW 1&' &HUWL¿FDWHV DW WKH VROH ULVN RI WKH$SSOLFDQW WR WKH VROH Kerala, India ¿UVW$SSOLFDQW Tel: (+91 484) 239 4712 Interest on application monies received which are liable to be refunded Fax: (+91 484) 239 6506 Our Company shall pay interest on application amount at a rate of 5% per annum, :HEVLWH ZZZPXWKRRW¿QDQFHFRP on all valid applications, which is liable to be refunded to the Applicants (other Email: [email protected] than Application Amounts received after the Issue Closure Date, and ASBA )RUGHWDLOVRIFKDQJHLQUHJLVWHUHGRI¿FHUHIHUWRWKHVHFWLRQWLWOHG³ History Applicants) in accordance with the provisions of the Debt Regulations and/or and Main Objects ” on page 84 of the Shelf Prospectus. the Companies Act/the relevant provisions of the Companies Act, 2013 applicable Registration as on the date of the Tranche I Prospectus, or other applicable statutory and/or regulatory requirements, subject to deduction of income tax under the provisions Registration Number: 011300 of the Income Tax Act, 1961, as amended, as applicable, to the Applicants whose Corporate Identity Number: L65910KL1997PLC011300 issued by the Valid Applications receive (i) partial allotment due to oversubscription or (ii) Registrar of Companies, Kerala and Lakshadweep. no allotment due to oversubscription pursuant to the Tranche I Issue from the &HUWL¿FDWHRIUHJLVWUDWLRQEHDULQJQXPEHU1XQGHU6HFWLRQ,$ date of realization of the cheque(s)/demand draft(s) upto one day prior to the of the RBI Act, 1934 from the RBI dated December 12, 2008 from the Deemed Date of Allotment. In the event that such date of realization of the 5%,WRFDUU\RQWKHEXVLQHVVRIDQRQEDQNLQJ¿QDQFLDOLQVWLWXWLRQZLWKRXW cheque(s)/ demand draft(s) is not ascertainable in terms of banking records, we accepting public deposits. shall pay interest on Application Amounts on the amount Allotted within 3 (three) &RPSDQ\6HFUHWDU\DQG&RPSOLDQFH2I¿FHU Working Days from the date of upload of each Application on the electronic Maxin James Application platform of the Stock Exchanges upto one day prior to the Deemed 2nd Floor, Muthoot Chambers Date of Allotment. Such interest shall be paid along with the monies liable to Opposite Saritha Theatre Complex be refunded. Interest warrant will be dispatched / credited (in case of electronic Banerji Road payment) along with the Letter(s) of Allotment/ Letter(s) of Refund at the sole Kochi 682 018 ULVNRIWKH$SSOLFDQWWRWKHVROH¿UVW$SSOLFDQW Kerala, India In the event our Company does not receive a minimum subscription of 75% Tel: (+91 484) 6690247 of the Base Issue, i.e. ` 1,500 million, on the date of closure of the Tranche I Fax: (+91 484) 2396506 Issue, our Company shall pay interest on application amount which is liable to Email: [email protected] be refunded to the Applicants, other than to ASBA Applicants, in accordance ,QYHVWRUVPD\FRQWDFWWKH5HJLVWUDUWRWKH,VVXHRUWKH&RPSOLDQFH2I¿FHU with the provisions of the SEBI Debt Regulations and/or the Companies Act, in case of any pre-issue or post-issue related issues such as non-receipt of 2013, or other applicable statutory and/or regulatory requirements, subject to Allotment Advice, demat credit of allotted NCDs, refund orders or interest deduction of income tax under the provisions of the Income Tax Act, 1961, as on application money. amended, as applicable. All grievances relating to the Tranche I Issue may be addressed to the Provided that, notwithstanding anything contained hereinabove, our Company Registrar to the Issue, giving full details such as name, Application Form shall not be liable to pay any interest on monies liable to be refunded in case number, address of the Applicant, number of NCDs applied for, amount of (a) invalid applications or applications liable to be rejected, (b) applications paid on application, Depository Participant and the collection centre of the which are withdrawn by the Applicant and/or (c) monies paid in excess of the Members of the Syndicate where the Application was submitted. amount of NCDs applied for in the Application Form. Please refer to “Issue procedure - Rejection of Applications” at page 81 of the Tranche I Prospectus. All grievances relating to the ASBA process may be addressed to the Registrar to the Issue with a copy to the relevant SCSB, giving full details GENERAL INFORMATION such as name, address of Applicant, Application Form number, number Our Company was originally incorporated as a private limited company of NCDs applied for, amount blocked on Application and the Designated on March 14, 1997 under the provisions of the Companies Act, 1956, Branch or the collection centre of the SCSB where the Application Form with the name “The Muthoot Finance Private Limited”. Subsequently, was submitted by the ASBA Applicant. E\ D IUHVK FHUWL¿FDWH RI LQFRUSRUDWLRQ GDWHG 0D\ RXU QDPH All grievances arising out of Applications for the NCDs made through the was changed to “Muthoot Finance Private Limited”. Our Company was Online Stock Exchanges Mechanism or through Trading Members may be converted into a public limited company on November 18, 2008 with addressed directly to the Designated Stock Exchange. WKH QDPH ³0XWKRRW )LQDQFH /LPLWHG´ DQG UHFHLYHG D IUHVK FHUWL¿FDWH RI For further details please refer to section titled “ General Information ” on incorporation consequent to change in status on December 02, 2008 from page 10 of the Tranche I Prospectus. the Registrar of Companies, Kerala and Lakshadweep. Muthoot Fin Corp
MUTHOOT FINANCE LIMITED 29 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS
CAPITAL STRUCTURE million as on March 31, 2016. The debt equity ratio post the Issue, (assuming subscription of NCDs aggregating to ` 14,000 million) would Details of share capital be 3.57 times, based on a total outstanding debt of ` 200,409.50 million The share capital of our Company as of December 31, 2016 is set forth and shareholders funds of ` 56,145.79 million as on March 31, 2016. below: (in ` million) Amount in ` Particulars Prior to the Issue Post the Issue# A Authorised share capital (as of March 31, 2016) 4,500,000,000.00 450,000,000 Equity Shares of ` 10.00 each Secured Loan 154,188.73 167,188.73* 5,000,000 Redeemable Preference Shares of ` 1,000.00 each 5,000,000,000.00 Unsecured Loan 32,220.77 33,220.77 TOTAL 9,500,000,000.00 Total Debt 186,409.50 200,409.50 B Issued, subscribed and paid-up share capital Share Capital 3,990.02 3,990.02 39,94,55,739 Equity Shares of ` 10.00 each 3,99,45,57,390.00 Reserves 52,202.47 52,202.47 C Securities Premium Account 14,717,877,388.66 Less: Miscellaneous Expenditure (to the 46.70 46.70 Our top ten shareholders and the number of Equity Shares held by extent not written off or adjusted) them as on December 31, 2016 is as follows: Total Shareholders’ Funds 56,145.79 56,145.79 S. Name No. of Equity No. of Equity As % of total Debt Equity Ratio (No. of Times)# 3.32 3.57 No. Shares Shares in number of #The debt-equity ratio post the Issue is indicative and is on account of IDFHYDOXHRI demat form shares ` 14,000 million from the Issue and does not include ` 10 each) DVVXPHGLQÀRZRI contingent and off-balance sheet liabilities. The actual debt-equity ratio 1. M G George Muthoot 47,385,132 47,385,132 11.8624% post the Issue would depend upon the actual position of debt and equity 2. George Alexander 44,464,400 44,464,400 11.1312% on the date of allotment. Muthoot 3. George Jacob Muthoot 44,464,400 44,464,400 11.1312% * Issue amount of ` PLOOLRQLVFODVVL¿HGXQGHU6HFXUHG/RDQV 4. George Thomas Muthoot 44,464,400 44,464,400 11.1312% and ` PLOOLRQLVFODVVL¿HGXQGHUXQVHFXUHGORDQV 5. Susan Thomas 29,985,068 29,985,068 7.5065% For details on the total outstanding debt of our Company, please refer 6. George M Jacob 15,050,000 15,050,000 3.7676% to the section titled “ Disclosures on Existing Financial Indebtedness ” 7. Elizabeth Jacob 14,935,068 14,935,068 3.7389% beginning on page 237 of the Shelf Prospectus. 8. Anna Alexander 14,935,068 14,935,068 3.7389% The aggregate number of securities of the Company that have been 9. Sara George 13,519,336 13,519,336 3.3844% purchased or sold by the Promoter Group, Directors of the Company 10. Eapen Alexander 7,525,000 7,525,000 1.8838% and their relatives within 6 months immediately preceding the date of TOTAL 276,727,872 276,727,872 69.2761% the Shelf Prospectus is as below: The list of top ten debentures holders* as on December 31, 2016 is Particulars No of Amount (in ` million) as follows: securities S. Name of holder Aggregate amount Number of securities purchased 410 0.448 No. (in ` million) Number of securities sold Nil Nil 1. Indian Inland Mission 955 :HFRQ¿UPWKDWQRVHFXULWLHVRIRXU6XEVLGLDU\WKDWKDYHEHHQSXUFKDVHGRU 2. BNP Paribas Overnight Fund 500 sold by the Promoter Group, Directors of the Company and their relatives 3. .RWDN0DKLQGUD7UXVWHH&RPSDQ\/WG$&.RWDNÀRDWHU 258 within 6 months immediately preceding the date of the Shelf Prospectus. Short Term Scheme ESOP Scheme 4. Davis Thayil 222.1 5. Gujarat Housing Board Pension Fund Trust 150 The shareholders’ of the Company in their meeting dated September 27, 2013 6. Puryan Karimbil George Mathew 100.5 have given their approval for issuance of employee stock options. Pursuant 7. Rajasthan Rajya Vidyut Karamchari Superannuation Fund 100 to the aforesaid approval, the Board (which includes duly authorised committee by the Board) has approved the ‘Muthoot ESOP 2013’ scheme. 8. Muthoot Forex Limited 78.98 The Company has obtained in principal approval of the stock exchanges 9. Dena Bank Employee' s Pension Fund 70 where the share capital of the Company is listed i.e. BSE and NSE for 10. Chhattisgarh State Electricity Board (CSEB) Provident 65 Fund Trust listing upto 11,151,383 equity shares of face value of Rs. 10/- each on exercise of the employee stock options by the eligible employees from *on cumulative basis time to time who are in receipt of grants made by the Board. Debt to Equity Ratio For further details, please refer to the Section titled “Capital Structure” on The debt to equity ratio prior to this Issue is based on a total outstanding debt page 44 of the Shelf Prospectus. of ` 186,409.50 million and shareholder funds amounting to ` 56,145.79
30 MUTHOOT FINANCE LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS
OUR MANAGEMENT Board of Directors The general superintendence, direction and management of our affairs and business are vested in our Board of Directors. We have not appointed any ‘manager’ within the meaning thereof under the provisions of the Act and the relevant provisions of the Companies Act, 2013. Under the Articles of Association, we are required to have not less than three Directors and not more than 12 Directors. We currently have 10 Directors on the Board out of which 5 Directors, i.e. 50% of the total strength of Directors are independent directors. Details relating to Directors Name, Designation, Age Nationality Date of Address Other Directorships and DIN Appointment M. G. George Muthoot Indian April 01, 2010 Muthoot House 1. M.G.M Muthoot Medical Centre Private Limited Age: 66 years G 74, East of Kailash 2. Muthoot Farms India Private Limited New Delhi 110 065 3. Muthoot Broadcasting Private Limited Whole Time Director and 4. Emgee Board and Paper Mills Private Limited Chairman 5. Muthoot M George Chits India Limited 'LUHFWRU,GHQWL¿FDWLRQ 6. Marari Beach Resorts Private Limited Number: 00018201 7. Muthoot Securities Limited 8. Muthoot Commodities Limited 9. Muthoot M George Institute of Technology 0XWKRRW+RPH¿Q ,QGLD /LPLWHG 11. Muthoot Health Care Private Limited 12. Muthoot Synergy Fund Limited 13. Muthoot Anchor House Hotels Private Limited 14. Geobros Properties and Realtors Private Limited 15. Adams Properties Private Limited 16. Muthoot M George Education Foundation 17. Muthoot Infopark Private Limited George Thomas Muthoot Indian April 01, 2010 Muthoot House 1. Muthoot Leisure and Hospitality Services Private Age: 65 years House No. 9/324 A, Miss Limited East Lane, Baker Junction, 2. M.G.M Muthoot Medical Centre Private Limited Whole Time Director Kottayam 3. Muthoot Holiday Homes and Resorts Private Limited 'LUHFWRU,GHQWL¿FDWLRQ Kerala 686 001 4. Muthoot Vehicle &Asset Finance Limited Number: 00018281 5. Muthoot Broadcasting Private Limited 6. Muthoot M George Chits (India) Limited 7. Marari Beach Resorts Private Limited 8. Adams Properties Private Limited 9. Muthoot M George Institute of Technology 0XWKRRW+RPH¿Q ,QGLD /LPLWHG 11. Muthoot Anchor House Hotels Private Limited 12. Geobros Properties and Realtors Private Limited 13. Muthoot Synergy Fund Limited 14. Muthoot Health Care Private Limited 15. Muthoot Infopark Private Limited George Jacob Muthoot Indian April 01, 2010 Muthoot House 1. Muthoot Leisure and Hospitality Services Private Age: 63 years House No. TC/4/25154 Limited Marappalam, Pattom P. O. 2. Muthoot Infopark Private Limited Whole Time Director Thiruvananthapuram 3. Muthoot Insurance Brokers Private Limited 'LUHFWRU¶V,GHQWL¿FDWLRQ Kerala 695 004 4. Muthoot Forex Limited Number: 00018235 5. M.G.M Muthoot Medical Centre Private Limited 6. Muthoot Marketing Services Private Limited 7. Muthoot Broadcasting Private Limited 8. Marari Beach Resorts Private Limited 9. Muthoot Developers Private Limited 10. Muthoot Securities Limited 11. Muthoot Commodities Limited 12. Adams Properties Private Limited 13. Oxbow Properties Private Limited 14. Muthoot M George Institute of Technology 15. Muthoot Anchor House Hotels Private Limited 16. Geobros Properties and Realtors Private Limited 17. Muthoot Health Care Private Limited 18. Muthoot Global Money Transfers Private Limited
MUTHOOT FINANCE LIMITED 31 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS
Name, Designation, Age Nationality Date of Address Other Directorships and DIN Appointment George Alexander Indian April 01, 2010 Muthoot House 1. Muthoot Infopark Private Limited Muthoot G 343, Panampilly Nagar, 2. Muthoot Forex Limited Age: 60 years Ernakulam 3. M.G.M Muthoot Medical Centre Private Limited Managing Director Kerala 682 036 4. Muthoot Insurance Brokers Private Limited 'LUHFWRU,GHQWL¿FDWLRQ 5. Muthoot Vehicle &Asset Finance Limited Number: 00016787 6. Muthoot Broadcasting Private Limited 7. Marari Beach Resorts Private Limited 8. Adams Properties Private Limited 9. Muthoot Securities Limited 10. Muthoot Commodities Limited 11. Muthoot Marketing Services Private Limited 12. Muthoot M George Institute of Technology 0XWKRRW+RPH¿Q ,QGLD /LPLWHG 14. Muthoot Anchor House Hotels Private Limited 15. Muthoot Health Care Private Limited 16. Geobros Properties and Realtors Private Limited 17. Muthoot M George Education Foundation
K. George John Indian September 27, House No 22/1532C, 1. Munnar Ridgetree Residencies Private Limited Age: 70 years 2013. Kariath, Valiakulam Road, 0XWKRRW+RPH¿Q ,QGLD /LPLWHG Independent Director Edakochi, Ernakulam – 'LUHFWRU¶V,GHQWL¿FDWLRQ 682 010 Number: 00951332 K. John Mathew Indian January 23, 2008 1445, Kattapurath Nil Age: 84 years 41 Division, Veekshanam Independent Director Road, Kochi Corporation, 'LUHFWRU¶V,GHQWL¿FDWLRQ Ernakulam Number: 00371128 Kerala 682 018 John K. Paul Indian July 21, 2010 Kuttukaran House Popular Vehicles and Services Limited Age: 63 years St Benedict Road, Popular Kuttukaran Cars Private Limited Independent Director Ernakulam Popular Auto Dealers Private Limited 'LUHFWRU,GHQWL¿FDWLRQ Kerala 682 018 Popular Auto Spares Private Limited Number: 00016513 Popular Autoworks Private Limited Federation of Automobile Dealers Association Limited Keracon Equipments Private Limited Prabal Motors Private Limited Foundation for Entrepreneurial Development (Kerala) George Joseph Indian July 21, 2010 1/362, Melazhakath House, 1. Wonderla Holidays Limited Age: 67 years Alanickal Estate Road, 2. Grameen Koota Financial Services Private Limited Independent Director Arakulam P.O.,Idukki 'LUHFWRU,GHQWL¿FDWLRQ district Number: 00253754 Kerala 685 591
Alexander M George Indian November 05, Muthoot House Nerur Rubber & Plantations Private Limited Age: 36 years 2014 G 74, East of Kailash Tarkali Rubber & Plantations Private Limited Whole-time Director New Delhi 110 065 Patgaon Plantations Private Limited 'LUHFWRU,GHQWL¿FDWLRQ Muthoot Systems and Technologies Private Limited Number: 00938073 Unisom Rubber and Plantations Private Limited Muthoot M George Permanent Fund Ltd Geo Bros Muthoot Funds India Limited Muthoot Precious Metals Limited Muthoot Vault and Lockers Private Limited Muthoot Insurance Brokers Private Limited Muthoot Holidays Private Limited Pamela Anna Mathew Indian November 05, OEN House, Tripunitura OEN India Ltd Age: 66 years 2014 Road, Vytilla- 19 GTN Textiles Limited Patspin India Ltd Independent Director INKEL-KSIDC Projects Limited 'LUHFWRU,GHQWL¿FDWLRQ INKEL Limited Number: 00742735 Geomaths Stocks and Shares Trading Private Limited For further details, please refer to the section titled “Our Management” on page 88 of the Shelf Prospectus.
32 MUTHOOT FINANCE LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS
FINANCIAL INFORMATION $VXPPDU\RIWKHNH\RSHUDWLRQDODQG¿QDQFLDOSDUDPHWHUVIRUWKHODVWWKUHHFRPSOHWHG¿QDQFLDO\HDUVRIWKH&RPSDQ\RQD standalone basis are as under: (Rs in million) Particulars Year Ended March 31 2016 2015 2014 Networth 56,192.49 50,835.04 42,645.76 Total Debt of Which: Non-Current Maturities of Long Term Borrowing 52,762.59 67,125.59 69,046.03 Short Term Borrowing 83,635.16 77,606.48 60,642.87 Current Maturities of Long Term Borrowing 49,272.35 49,628.95 65,086.85 Unpaid Matured Debentures 739.40 286.06 62.75 Net Fixed Assets 2,273.73 2,641.67 3,269.87 Non-Current Assets 4,779.06 4,359.18 4,546.54 Cash and Bank Balances 6,791.10 17,366.17 20,489.27 Current Investments 0 0 307 Current Assets 265,708.27 263,333.34 251,392.20 Current Liabilities 150,261.57 137,646.28 135,253.13 Assets Under Management (Gross Retail Loan) 243,789.09 234,084.71 218,615.35 Off Balance Sheet Assets 0 0 0 Interest Income 48,129.79 42,715.94 49,077.19 Interest Expense 22,576.93 21,063.56 26,259.88 Provisioning and Write offs 1624.39 371.43 438.09 PAT 8,095.53 6,705.24 7,800.69 Gross NPA (%)* 2.88 2.19 1.9 Net NPA (%)* 2.46 1.88 1.57 Tier I Capital Adequacy Ratio (%) 20.92% 19.96% 18.01 Tier II Capital Adequacy Ratio (%) 3.56% 4.82% 6.68 Gross Debt Equity Ratio: Before the Issue 3.32 After the Issue 3.57# *on Gross Retail Loans 7KHGHEWHTXLW\UDWLRSRVWWKH,VVXHLVLQGLFDWLYHDQGLVRQDFFRXQWRIDVVXPHGLQÀRZRIC ` 14,000 million from the Issue and does not include contingent and off-balance sheet liabilities. The actual debt-equity ratio post the Issue would depend upon the actual position of debt and equity on the date of allotment. For further information please refer section titled “Financial Information” on page no. 107 of the Shelf Prospectus.
DISCLOSURES ON EXISTING FINANCIAL INDEBTEDNESS Our Company has obtained a certificate of registration dated December 12, 2008 bearing registration no. N. 16.00167 issued by the For details on the total outstanding debt of our Company, please refer 5%,WRFDUU\RQWKHDFWLYLWLHVRIDQRQEDQNLQJ¿QDQFLDOFRPSDQ\ZLWKRXW to the section titled “ Disclosures on Existing Financial Indebtedness ” accepting public deposits under Section 45 IA of the RBI Act, 1934. beginning on 237 of the Shelf Prospectus. 5HJLVWHUHGRI¿FH HISTORY AND MAIN OBJECTS 7KHUHJLVWHUHGRI¿FHRIRXU&RPSDQ\LVORFDWHGDW0XWKRRW&KDPEHUV nd Floor, Opposite Saritha Theatre Complex, Banerji Road, Kochi 682 018, Brief background of our Company India. Our Company was originally incorporated as a private limited company &KDQJHLQUHJLVWHUHGRI¿FHRIRXU&RPSDQ\ on March 14, 1997 with the name “The Muthoot Finance Private /LPLWHG´XQGHUWKH&RPSDQLHV$FW6XEVHTXHQWO\E\IUHVKFHUWL¿FDWHRI $W WKH WLPH RI LQFRUSRUDWLRQ WKH UHJLVWHUHG RI¿FH RI WKH FRPSDQ\ ZDV incorporation dated May 16, 2007, our name was changed to “Muthoot situated at Supremo Complex, Toll Junction, Edapally, Kochi 682 024. :LWKHIIHFWIURP1RYHPEHUWKHUHJLVWHUHGRI¿FHRIWKH&RPSDQ\ Finance Private Limited”. The Company was converted into a public nd limited company on November 18, 2008 with the name “Muthoot Finance ZDVVKLIWHGWRLWVSUHVHQWUHJLVWHUHGRI¿FHDW0XWKRRW&KDPEHUV Floor, /LPLWHG´DQGUHFHLYHGDIUHVKFHUWL¿FDWHRILQFRUSRUDWLRQFRQVHTXHQWXSRQ Opposite Saritha Theatre Complex, Banerji Road, Kochi 682 018, India, change in status on December 02, 2008 from the ROC. for administrative convenience.
MUTHOOT FINANCE LIMITED 33 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS Promoters and group companies a lease agreement with the petitioners to rent the property at room Muthoot Fin Corp Limited is neither a related company nor is it a company No. 1144/47, Ward 24, Kollam by lease agreement dated January under the same management within the meaning of the Companies 14, 2005 for a period of 10 years. The petitioners have instituted Act, 1956 *. For further details regarding the Promoters and the group this petition for evicting the Company from the leased premises. The companies please refer to “Our Promoters” at page 103 of the Shelf matter was posted for hearing on December 18, 2013 and the court Prospectus. had transferred the matter to the mediation centre for settlement and *Disclosure made in accordance with letter from SEBI bearing no. IMD/ it was posted on April 08, 2014 for hearing. Since the mediation DOF-1/BM/VA/OW/22785/2013 dated October 30, 2013. did not result in a settlement, the matter was sent back to the court and an order has been passed against the Company to evict the Subsidiaries or associate companies SUHPLVHV7KH&RPSDQ\KDV¿OHGDQDSSHDODJDLQVWWKHRUGHUDORQJ As on the date of the Shelf Prospectus our Company has four subsidiaries with an interim application to stay the order of the lower court in and no associate company. RCOP NO.5/2012 until the disposal of the appeal, which has been For further details please refer to section titled “History and Main Objects admitted by the court and issued notice to the opposite party. The on page 84 of the Shelf Prospectus. matter is posted on November 09, 2017 for hearing. LEGAL AND OTHER INFORMATION 9.DUWKLNWKHSODLQWLIIKDV¿OHGDVXLW 261RRI EHIRUH the District Court, Trichy, against G. Vijayakumar, S. Ganeshan, and PENDING PROCEEDINGS AND STATUTORY DEFAULTS 59 others, including the Company. The suit relates to the schedule As on the date of the Shelf Prospectus, there are no defaults in meeting property in which the Company is a tenant. The plaintiff has alleged statutory dues, institutional dues, and towards holders of instrument like that he is entitled to half of the schedule property and has sought GHEHQWXUHV ¿[HG GHSRVLWV DQG DUUHDUV RQ FXPXODWLYH SUHIHUHQFH VKDUHV a decree of partition against G. Vijayakumar and S. Ganeshan and etc, by our Company or by public companies promoted by the Promoters a mandatory injunction against the other defendants directing them and listed on the BSE or NSE. to pay rent to the plaintiff in respect of his share of the schedule Save as disclosed below, there are no pending proceedings pertaining to: property. This matter is posted on November 15, 2017 for hearing and is currently pending. D PDWWHUV OLNHO\ WR DIIHFW RSHUDWLRQ DQG ¿QDQFHV RI RXU &RPSDQ\ promoter, director, subsidiaries, group companies, or any other 6.DODYDWKLWKHSODLQWLIIKDV¿OHGDVXLW 261RRI GDWHG person, whose outcome could have a material adverse effect on the October 17, 2012, before the Court of the Subordinate Judge, Dindigul Company, including disputed tax liabilities and contingent liabilities against Balammal, Sujatha and 11 others, including the Company. of any nature; and The suit relates to the schedule property in which the Company is DWHQDQW7KHSODLQWLIIKDVDOOHJHGWKDWVKHLVHQWLWOHGWRRQH¿IWKRI (b) criminal prosecution launched against our Company and the Directors the schedule property and has sought a decree directing Balammal IRU DOOHJHG RIIHQFHV XQGHU WKH HQDFWPHQWV VSHFL¿HG LQ 3DUDJUDSK and Sujatha to partition the property, failing which a commissioner of Part I of Schedule V to the Companies Act, 2013. should be appointed to partition the schedule property. The plaintiff Litigations against our Company has also sought a decree directing the other defendants to deposit Civil cases the rent amounts payable by them, in the court. This matter has been posted for framing of issues on December 18, 2017. 1. Selvin Jayakumar, the owner of the branch located at Munnar, Kerala KDG¿OHG5&23VHHNLQJHYLFWLRQRIWKH&RPSDQ\IURPKLVSUHPLVHV .DPDOMHHW 6LQJK .XPDU WKH SODLQWLII KDV ¿OHG D VXLW QR RI recovery of amounts towards damages and for use and occupation. 2008) dated April 23, 2009, before the Additional District Judge, The Company vacated the premises. Subsequently, the Company Delhi against the Company, seeking the arrears of rent, mesne ¿OHG D VXLW IRU UHFRYHU\ RI WKH UHQW DGYDQFH DQG WKH ODQGORUG LH SUR¿WV DQG FRVWV IRU DOOHJHG GDPDJH FDXVHG WR WKH SURSHUW\ E\ ` Selvin Jayakumar set ex-party. The Company has remitted the balance the Company amounting to 911,773. The plaintiff is the owner court fee and the matter is posted to January 13, 2017 for ex party of property that was leased to the Company. The plaintiff claims evidence. that the lease was terminated as the Company stopped making rent payments, but the Company is still in possession of the property and 5 7KDQJDYHO &KHWWLDU WKH SHWLWLRQHU KDV ¿OHG D SHWLWLRQ 5&23 substantial damage has been caused to the property by the plaintiff. No. 01 of 2011), before the Rent Controller cum District Munsiff at The Company in its reply, has contended that it terminated the Orathanadu under section 10(3) A (ii) of the Tamil Nadu Buildings tenancy vide a communication to the plaintiff dated May 01, 2007 (Lease and Controls) Act, 1960 against the Company. The petitioner and called upon the plaintiff to take possession of the property. It had leased out property located at No. 155, South Bazaar Street, has stated that the property has been lying vacant and locked since 2UDWKDQDGX 7RZQ WR WKH &RPSDQ\ 7KH SHWLWLRQHU KDV ¿OHG WKH May 31, 2007 as the plaintiff is refusing to take possession of the present petition seeking an order of eviction against the Company same. It has also stated that the rent amounts till May 31, 2007 have from such premises. The matter has been disposed off against our been paid in full and denied that any damage has been caused by the &RPSDQ\ RQ$XJXVW DQG DQ DSSHDO KDV EHHQ ¿OHG E\ WKH Company to the property. This matter has been posted for hearing Company before the Rent Control Appellate Authority cum Principal on November 15, 2017. Subordinate Judge, Thanjavur which is posted on February 12, 2017 for arguments and is currently pending. 6'HYHQGUDQ WKH DSSOLFDQW KDV ¿OHG DQ DSSOLFDWLRQ ,' RI 2013) against the Company before the Labour Court at Kollam on 6XQLO.XPDU$QLO.XPDUDQG$MLW.XPDUWKHSHWLWLRQHUVKDYH¿OHGD April 4, 2013. The applicant had been working as a Branch Manager petition (R.C.O.P. No. 5 of 2012), before the Kollan Rent Controller at the Nellimoodu branch of the Company. He was been dismissed cum District Munsiff under section 11(3) of the Kerala Buildings from the service for allegedly receiving counterfeit notes in respect (Lease and Rent Control) Act, 1965. The Company had entered into of a certain loan repayment, without conducting an enquiry and
34 MUTHOOT FINANCE LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS
IUDPLQJ VSHFL¿F FKDUJHV 7KH DSSOLFDQW KDV ¿OHG WKLV DSSOLFDWLRQ The court vide order dated July 24, 2012 has granted an interim for a declaration to the effect that his dismissal from service was stay till the disposal of the matter. The matter was last posted on irregular and illegal and for being reinstated in service with back November 02, 2016.where the Company’s advocate submitted an ZDJHV FRQWLQXLW\ LQ VHUYLFH DQG DOO RWKHU EHQH¿WV 7KLV PDWWHU LV application for extension of the stay order. The application was posted for orders and the Company is awaiting the order copy. The DGPLWWHGE\WKHFRXUWDQGWKHVWD\RUGHUZDVH[WHQGHGWLOOWKH¿QDO matter is currently pending. hearing of the case. A copy of the order is awaited by the Company 5DYL.XPDUWKHSODLQWLIIKDV¿OHGDVXLW 261R RI DJDLQVW and the matter is currently pending. the Company before the court of the Subordinate Judge, Thiruchirapalli For details, please refer to Section titled “LEGAL AND OTHER on August 02, 2013. The plaintiff has leased a portion in the ground INFORMATION” on page 314 of the Shelf Prospectus. ÀRRUDQGDSRUWLRQRIWKHWKLUGÀRRURI0'65(QFODYH3URPHQDGH Road, Cantonment, Thiruchirapalli to the Company. The plaintiff has OTHER REGULATORY AND STATUTORY DISCLOSURES alleged that the Company has not been making necessary payments Authority for the Tranche I Issue of service tax for the abovementioned premises. The plaintiff has At the meeting of the Board of Directors of our Company, held on WKXV ¿OHG WKH VXLW IRU WKH UHFRYHU\ RI VHUYLFH WD[ ZLWK VXEVHTXHQW February 24, 2016, the Directors approved the issuance to the public of Secured interest of 12% from the date of the plaint till the date of the decree NCDs and Unsecured NCDs of face value of ` 1,000 each, aggregating up and a further interest of 6% till the date of realisation. The case is to ` 40,000 millions. posted on May 15, 2017 for hearing. The present Issue through the Shelf Prospectus of Secured NCDs for an amount Criminal cases upto ` 13,000 million and Unsecured NCDs for an amount upto ` 1,000 1. Davidson Tharmaraj, the complainant, has instituted a criminal case million aggregating up to ` 14,000 million (“ Shelf Limit ”), hereinafter called (C.C. No. 110 of 2011) before the Court of the Judicial Magistrate, the “Issue” was approved by NCD Public Issue Committee meeting dated Tenkasi against the Company, the Promoters, Subramanian, the ex- December 14, 2016. Manager of the Tenkasi south Masi street branch of the Company and The present Tranche I Issue through the Tranche I Prospectus of Secured NCDs A. Mahadevan Pillai, the gold auctioneer, the accused in the present and Unsecured NCDs for an amount up to ` 2,000 million, with an option case. The complainant has alleged that between January 12, 2004 and to retain oversubscription up to the Shelf Limit was approved by the NCD February 9, 2004, on the advice of one of the accused, he pledged Public Issue Committee at its meeting dated January 09, 2017. gold ornaments and availed loans from the Company on four separate Further, the present borrowing is within the borrowing limits under Section occasions, amounting to a sum of ` 0.1 million without the accused 180(1)(c) of the Companies Act, 2013 duly approved by the shareholders’ vide having mentioned the rate of interest of such loans. The complainant their resolution dated September 25, 2014. has also alleged that the Company’s pawn broker license had expired in March, 2003 and has not been renewed and hence the Company Prohibition by SEBI was not authorised to conduct the auctions as it was in contravention Our Company, persons in control of our Company and/or our Promoters and/ of the Tamil Nadu Pawn Brokers Act, 1943. The complainant has or our Directors have not been restrained, prohibited or debarred by SEBI alleged that the accused were guilty of offences under sections 420, from accessing the securities market or dealing in securities and no such 419, 406 and 409 of the IPC read with section 120(b) of the IPC. order or direction is in force. Further, no member of our promoter group has 7KH&RPSDQ\DQGRWKHUDFFXVHGKDYH¿OHGDFULPLQDORULJLQDOSHWLWLRQ been prohibited or debarred by SEBI from accessing the securities market or Crl.OP (MD) No. 7174of 2011 before the High Court of Judicature at dealing in securities due to fraud. Madras, Madurai Bench, seeking to have the proceedings in the present Disclaimer Clause of SEBI case (C.C. 110 of 2011) quashed. The Madurai Bench of the Madras IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION High Court has passed two orders on June 24, 2011 dispensing with OF OFFER DOCUMENT TO THE SECURITIES AND EXCHANGE the personal appearance of the accused and staying all proceedings BOARD OF INDIA (SEBI) SHOULD NOT IN ANY WAY BE DEEMED LQ WKH SUHVHQW FDVH RQ WKH ¿OH RI WKH -XGLFLDO 0DJLVWUDWH 7HQNDVL OR CONSTRUED THAT THE SAME HAS BEEN CLEARED OR pending disposal of the above Crl.OP(MD) No. 7174 of 2011. The APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY matter is posted on May 17, 2017 and is currently pending. EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR 9LSLQ%KRODWKHFRPSODLQDQWLQWKHSUHVHQWPDWWHUKDV¿OHGDFULPLQDO THE PROJECT FOR WHICH THE ISSUE IS PROPOSED TO BE complaint (CC No: 106 of 2012), under sections 406, 467, 468 and MADE OR FOR THE CORRECTNESS OF THE STATEMENTS MADE 471 of the IPC against the Company and certain employees before the OR OPINIONS EXPRESSED IN THE OFFER DOCUMENT. THE Judicial Magistrate, Gurgaon. The complainant has alleged that he was LEAD MERCHANT BANKERS, EDELWEISS FINANCIAL SERVICES an agent of the Company and that he has deposited gold ornaments LIMITED AND A. K. CAPITAL SERVICES LIMITED, HAS CERTIFIED with the Company. The complainant has also alleged that the Company THAT DISCLOSURES MADE IN THE OFFER DOCUMENT ARE has refused to redeem the ornaments pledged with it against part re- GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE payment of the amount of loan taken by the complainant. This matter SEBI (ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, KDV EHHQ GLVPLVVHG +RZHYHU WKH FRPSODLQDQW KDV ¿OHG D UHYLVLRQ 2008 IN FORCE FOR THE TIME BEING. THIS REQUIREMENT IS petition which is posted on October 10, 2017 for arguments. TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION 3. The Assistant Registrar, Co-operative Society, the complainant, FOR MAKING INVESTMENT IN THE PROPOSED ISSUE. KDG ¿OHG DQ ),5 DJDLQVW WKH &RPSDQ\ XQGHU VHFWLRQV DQG RI IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE Karnataka Money Lenders Act, 1961 and sections 4 and 15 of the THE ISSUE IS PRIMARILY RESPONSIBLE FOR CORRECTNESS, Karnataka Prohibition of Charging Exorbitant Interest Act, 2004. The ADEQUACY AND DISCLSOURE OF ALL RELEVANT INFORMATION &RPSDQ\KDV¿OHGDSHWLWLRQ &ULPLQDO3HWLWLRQ1R RI IN THE OFFER DOCUMENT, THE LEAD MERCHANT BANKERS ARE before the High Court of Karnataka, Bangalore to quash the FIR. EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE
MUTHOOT FINANCE LIMITED 35 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS ISSUER DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS POSITION AS TO THE FINANCIAL SOUNDNESS OF THE COMPANY BEHALF AND TOWARDS THIS PURPOSE, THE LEAD MERCHANT OR FOR THE CORRECTNESS OF ANY OF THE STATEMENTS OR BANKERS, EDELWEISS FINANCIAL SERVICES LIMITED AND A. REPRESENTATIONS MADE OR OPINIONS EXPRESSED BY THE K. CAPITAL SERVICES LIMITED, HAS FURNISHED TO SEBI A COMPANY AND FOR REPAYMENT OF DEPOSITS/ DISCHARGE OF DUE DILIGENCE CERTIFICATE DATED JANUARY 09, 2017 WHICH LIABILITY BY THE COMPANY. READS AS FOLLOWS: Listing ³:HFRQ¿UPWKDWQHLWKHUWKHLVVXHUQRULWVSURPRWHUVRUGLUHFWRUVKDYHEHHQ $SSOLFDWLRQ ZLOO EH EHHQ PDGH WR WKH %6( VLPXOWDQHRXVO\ ZLWK WKH ¿OLQJ RI prohibited from accessing the capital market under any order or direction the Shelf Prospectus and the Tranche I Prospectus for permission to deal in SDVVHG E\ WKH %RDUG :H DOVR FRQ¿UP WKDW QRQH RI WKH LQWHUPHGLDULHV DQGIRURI¿FLDOTXRWDWLRQLQ1&'V,ISHUPLVVLRQWRGHDOLQDQGIRUDQRI¿FLDO QDPHG LQ WKH RIIHU GRFXPHQW KDYH EHHQ GHEDUUHG IURP IXQFWLRQLQJ E\ quotation of our NCDs is not granted by the BSE, our Company will forthwith any regulatory authority. repay, without interest, all monies received from the applications in pursuance :HFRQ¿UPWKDWDOOWKHPDWHULDOGLVFORVXUHVLQUHVSHFWRIWKHLVVXHUKDYH of the Shelf Prospectus. EHHQPDGHLQWKHRIIHUGRFXPHQWDQGFHUWLI\WKDWDQ\PDWHULDOGHYHORSPHQW Our Company shall ensure that all steps for the completion of the necessary in the issue or relating to the issue up to the commencement of listing formalities for listing and commencement of trading at the stock exchange and trading of the shares offered through this issue shall be informed mentioned above are taken within 12 Working Days from the date of closure WKURXJKSXEOLFQRWLFHVDGYHUWLVHPHQWVLQDOOWKRVHQHZVSDSHUVLQZKLFK of the Tranche I Issue. SUHLVVXH DGYHUWLVHPHQW DQG DGYHUWLVHPHQW IRU RSHQLQJ RU FORVXUH RI WKH )RU WKH DYRLGDQFH RI GRXEW LW LV KHUHE\ FODUL¿HG WKDW LQ WKH HYHQW RI QRQ LVVXHZLOOEHJLYHQ subscription to any one or more of the Options, such NCDs with Option(s) :H FRQ¿UP WKDW WKH RIIHU GRFXPHQW FRQWDLQV DOO GLVFORVXUHV DV VSHFL¿HG shall not be listed. in the Securities and Exchange Board of India (Issue and Listing of Debt Consents Securities) Regulations, 2008. Consents in writing of: (a) the Directors, (b) our Company Secretary and :HDOVRFRQ¿UPWKDWDOOUHOHYDQWSURYLVLRQVRIWKH&RPSDQLHV$FW Securities Contracts, (Regulation) Act, 1956, Securities and Exchange Board &RPSOLDQFH2I¿FHU F &KLHI)LQDQFLDO2I¿FHU G %DQNHUVWRRXU&RPSDQ\ (e) Lead Managers, (f) the Registrar to the Issue, (g) Legal Advisor to the of India Act, 1992 and the Rules, Regulations, Guidelines, Circulars issued Issue, (h) Credit Rating Agencies, (i) the Debenture Trustee, and (j) Bankers thereunder are complied with. to the Issue for the Tranche I Issue to act in their respective capacities, have :HFRQ¿UPWKDWQRFRPPHQWVFRPSODLQWVZHUHUHFHLYHGRQWKH'UDIW6KHOI EHHQ REWDLQHG DQG WKH VDPH ZLOO EH ¿OHG DORQJ ZLWK D FRS\ RI WKH 6KHOI 3URVSHFWXVGDWHG'HFHPEHU ¿OHGZLWK%6(/LPLWHG Prospectus and the Tranche I Prospectus with the ROC. Disclaimer Clause of the BSE The consent of the Statutory Auditors of our Company, namely Rangamani & %6( /LPLWHG ³WKH ([FKDQJH´ KDV JLYHQ YLGH LWV OHWWHU GDWHG Co, Chartered Accountants for (a) inclusion of their names as the Statutory January 05, 2017, permission to this Company to use the Exchange’s Auditors, (b) examination reports on Reformatted Summary Financial Statements name in this offer document as one of the stock exchanges on which in the form and context in which they appear in the Shelf Prospectus, have this company’s securities are proposed to be listed. The Exchange has EHHQREWDLQHGDQGKDVQRWZLWKGUDZQVXFKFRQVHQWDQGWKHVDPHZLOOEH¿OHG scrutinized this offer document for its limited internal purpose of deciding along with a copy of the Shelf Prospectus with the Registrar of Companies, on the matter of granting the aforesaid permission to this Company. The Kerala and Lakshwadeep. Exchange does not in any manner: Expert Opinion a) warrant, certify or endorse the correctness or completeness of any Except the (i) Auditors report on Financial Statements issued by Rangamani of the contents of this offer document; or & Co, Chartered Accountants dated August 01, 2016, and (ii) Statement b) warrant that this Company’s securities will be listed or will continue RI 7D[ %HQH¿WV LVVXHG E\ 5DQJDPDQL &R &KDUWHUHG $FFRXQWDQWV GDWHG to be listed on the Exchange; or August 01, 2016 the Company has not obtained any expert opinions. c) WDNH DQ\ UHVSRQVLELOLW\ IRU WKH ¿QDQFLDO RU RWKHU VRXQGQHVV RI WKLV Common form of Transfer Company, its promoters, its management or any scheme or project The Issuer undertakes that there shall be a common form of transfer for the of this Company; NCDs and the provisions of the Companies Act, 2013 applicable as on the date And it should not for any reason be deemed or construed that this offer of the Tranche I Prospectus and all applicable laws shall be duly complied with GRFXPHQWKDVEHHQFOHDUHGRUDSSURYHGE\WKH([FKDQJH(YHU\SHUVRQZKR in respect of all transfer of debentures and registration thereof. desires to apply for or otherwise acquires any securities of this Company Minimum Subscription PD\GRVRSXUVXDQWWR,QGHSHQGHQWLQTXLU\LQYHVWLJDWLRQDQGDQDO\VLVDQG If our Company does not receive the minimum subscription of 75 % of the VKDOOQRWKDYHDQ\FODLPDJDLQVWWKH([FKDQJHZKDWVRHYHUE\DQ\UHDVRQ Base Issue, prior to the Issue Closing Date, the entire subscription amount shall of any loss which may be suffered by such person consequent to or in be refunded to the Applicants within 12 Days from the date of closure of the connection with such subscription/acquisition whether by reason of anything Tranche I Issue. The refunded subscription amount shall be credited only to the VWDWHGRURPLWWHGWREHVWDWHGKHUHLQRUIRUDQ\RWKHUUHDVRQZKDWVRHYHU account from which the relevant subscription amount was remitted In the event, Disclaimer Clause of the RBI there is a delay, by the issuer in making the aforesaid refund, the Company will THE COMPANY IS HAVING A VALID CERTIFICATE OF pay interest at the rate of 15% per annum for the delayed period. REGISTRATION DATED DECEMBER 12, 2008 ISSUED BY THE Filing of the Draft Shelf Prospectus RESERVE BANK OF INDIA UNDER SECTION 45 IA OF THE RESERVE BANK OF INDIA ACT, 1934. HOWEVER, THE RBI DOES NOT ACCEPT $ FRS\ RI WKH 'UDIW 6KHOI 3URVSHFWXV KDV EHHQ ¿OHG ZLWK WKH 'HVLJQDWHG Stock Exchange in terms of Regulation 7 of the SEBI Debt Regulation for ANY RESPONSIBILITY OR GUARANTEE ABOUT THE PRESENT dissemination on their website and the SEBI.
36 MUTHOOT FINANCE LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS
Filing of the Shelf Prospectus and Tranche I Prospectus with the RoC RISK FACTORS $ FRS\ RI WKH 6KHOI 3URVSHFWXV DQG WKH 7UDQFKH , 3URVSHFWXV KDV EHHQ ¿OHG Prospective investors should carefully consider the risks and uncertainties with the Registrar of Companies in accordance with Section 26 and Section described below, in addition to the other information contained in the Shelf 31 of the Companies Act, 2013. Prospectus including the sections titled “Our Business” and “Financial 'HEHQWXUH5HGHPSWLRQ5HVHUYH Information” at pages 67 and 107 of the Shelf Prospectus respectively, Section 71 of the Companies Act, 2013, read with Rule 18 made under Chapter before making any investment decision relating to the NCDs. If any of IV of the Companies Act, 2013, requires that any company that intends to issue the following risks or other risks that are not currently known or are now debentures must create a DRR for the purpose of redemption of debentures, GHHPHGLPPDWHULDODFWXDOO\RFFXURXUEXVLQHVV¿QDQFLDOFRQGLWLRQDQG in accordance with the following conditions: (a) the DRR shall be created out result of operation could suffer, the trading price of the NCDs could decline RIWKHSUR¿WVRIWKHFRPSDQ\DYDLODEOHIRUSD\PHQWRIGLYLGHQG E WKH'55 and you may lose all or part of your interest and/or redemption amounts. shall be equivalent to at least 25% of the value of the outstanding debentures The risks and uncertainties described in this section are not the only risks raised through the public issue in accordance with the SEBI Debt Regulations that we currently face. Additional risks and uncertainties not known to us in case of NBFCs registered with the RBI and no DRR is required in the case or that we currently believe to be immaterial may also have an adverse of privately placed debentures. Accordingly our Company is required to create a HIIHFWRQRXUEXVLQHVVUHVXOWVRIRSHUDWLRQVDQG¿QDQFLDOFRQGLWLRQ DRR of 25% of the value of the outstanding NCDs issued through the Tranche Unless otherwise stated in the relevant risk factors set forth below, we are I Issue. In addition, as per Rule 18 (7) (e) under Chapter IV of the Companies QRWLQDSRVLWLRQWRVSHFLI\RUTXDQWLI\WKH¿QDQFLDORURWKHULPSOLFDWLRQV Act, 2013, the amounts credited to DRR shall not be utilised by our Company of any of the risks mentioned herein. The ordering of the risk factors is except for the redemption of the NCDs. Every company required to create or intended to facilitate ease of reading and reference and does not in any maintain DRR shall before the 30th day of April of each year, deposit or invest, manner indicate the importance of one risk factor over another. as the case may be, a sum which shall not be less than 15% of the amount The Shelf Prospectus contains forward looking statements that involve risk of its debentures maturing during the year ending on the 31st day of March, and uncertainties. Our Company’s actual results could differ materially following any one or more of the following methods: (a) in deposits with any from those anticipated in these forward looking statements as a result of scheduled bank, free from charge or lien; (b) in unencumbered securities of several factors, including the considerations described below and elsewhere the Central Government or of any State Government; (c) in unencumbered in the Shelf Prospectus. securities mentioned in clauses (a) to (d) and (ee) of section 20 of the Indian Trusts Act, 1882; (d) in unencumbered bonds issued by any other company 8QOHVV RWKHUZLVH VWDWHG ¿QDQFLDO LQIRUPDWLRQ XVHG LQ WKLV VHFWLRQ LV derived from the Reformatted Financial Statements as of and for the ZKLFKLVQRWL¿HGXQGHUFODXVH I RIVHFWLRQRIWKH,QGLDQ7UXVWV$FW The amount deposited or invested, as the case may be, shall not be utilised years ended March 31, 2012, 2013, 2014, 2015 and 2016 prepared for any purpose other than for the repayment of debentures maturing during under the Indian GAAP. the year referred to above, provided that the amount remaining deposited or INTERNAL RISK FACTORS invested, as the case may be, shall not at any time fall below 15% of the Risks relating to our Business and our Company amount of debentures maturing during the 31st day of March of that year. This 1. We and certain of our Directors are involved in certain legal and may have a bearing on the timely redemption of the NCDs by our Company. other proceedings (including criminal proceedings) that if determined Issue Related Expenses against us, could have a material adverse effect on our business, The expenses for the Tranche I Issue include, inter alia, lead management fees ¿QDQFLDOFRQGLWLRQDQGUHVXOWVRIRSHUDWLRQV and selling commission to the lead managers, lead-brokers, fees payable to 2. The “Muthoot” logo and other combination marks are proposed debenture trustees, underwriters, the Registrar to the Issue, SCSBs’ commission/ to be registered in the name of our Promoters. If we are unable fees, printing and distribution expenses, legal fees, advertisement expenses to use the trademarks and logos, our results of operations may be and listing fees. The Tranche I Issue expenses and listing fees will be paid adversely affected. Further, any loss of rights to use the trademarks by our Company. may adversely affect our reputation, goodwill, business and our The estimated breakdown of the total expenses for the Tranche I Issue are results of operations. as follows: 3. Our business requires substantial capital, and any disruption in (` in million) funding sources would have a material adverse effect on our OLTXLGLW\DQG¿QDQFLDOFRQGLWLRQ $FWLYLW\ Expenses Fees to intermediaries (Lead Management Fee, 150.00 4. 2XU¿QDQFLDOSHUIRUPDQFHLVSDUWLFXODUO\YXOQHUDEOHWRLQWHUHVWUDWH brokerage, rating agency, registrar, legal advisors, risk. If we fail to adequately manage our interest rate risk in the Debenture Trustees etc.) future it could have an adverse effect on our net interest margin, Advertising and Marketing Expenses 30.00 WKHUHE\DGYHUVHO\DIIHFWLQJRXUEXVLQHVVDQG¿QDQFLDOFRQGLWLRQ Printing and Stationery 20.00 5. We may not be able to recover the full loan amount, and the value Total 200.00 RI WKH FROODWHUDO PD\ QRW EH VXI¿FLHQW WR FRYHU WKH RXWVWDQGLQJ amounts due under defaulted loans. Failure to recover the value of Underwriting the collateral could expose us to a potential loss, thereby adversely The Tranche I Issue has not been underwritten. DIIHFWRXU¿QDQFLDOFRQGLWLRQDQGUHVXOWVRIRSHUDWLRQV 5HVHUYDWLRQ 6. We face increasing competition in our business which may result in No portion of the Tranche I Issue has been reserved. declining margins if we are unable to compete effectively. Increasing For the further details please refer to “Other Regulatory and Statutory competition may have an adverse effect on our net interest margin, Disclosures” on page 90 of the Tranche I Prospectus . and, if we are unable to compete successfully, our market share may decline.
MUTHOOT FINANCE LIMITED 37 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS
7. We have certain contingent liabilities; in the event any of these 22. :HPD\QRWEHDEOHWRPDLQWDLQRXUFXUUHQWOHYHOVRISUR¿WDELOLW\ FRQWLQJHQW OLDELOLWLHV PDWHULDOLVH RXU ¿QDQFLDO FRQGLWLRQ PD\ EH due to increased costs or reduced spreads. adversely affected. 23. Our ability to access capital also depends on our credit ratings. Any 8. We may not be able to successfully sustain our growth strategy. downgrade in our credit ratings would increase borrowing costs Inability to effectively manage our growth and related issues could and constrain our access to capital and lending markets and, as materially and adversely affect our business and impact our future a result, would negatively affect our net interest margin and our ¿QDQFLDOSHUIRUPDQFH business. 9. We may not be in compliance with relevant state money lending 24. We may be subject to regulations in respect of provisioning for laws, which could adversely affect our business. In the event that non-performing assets that are less stringent than in some other any state government requires us to comply with the provisions of countries. ,IVXFKSURYLVLRQVDUHQRWVXI¿FLHQWWRSURYLGHDGHTXDWH their respective state money lending laws, or imposes any penalty, cover for loan losses that may occur, this could have an adverse including for prior non-compliance, our business, results of HIIHFWRQRXU¿QDQFLDOFRQGLWLRQOLTXLGLW\DQGUHVXOWVRIRSHUDWLRQV RSHUDWLRQVDQG¿QDQFLDOFRQGLWLRQPD\EHDGYHUVHO\DIIHFWHG 25. We are subject to supervision and regulation by the RBI as a non- 10. A major part of our branch network is concentrated in southern deposit-taking systemically important NBFC. In case of any adverse India and any disruption or downturn in the economy of the region change in the regulations, we may have to comply with stricter would adversely affect our operations. regulations and guidelines issued by regulatory authorities in India 11. Our indebtedness and the conditions and restrictions imposed by which may adversely affect our business, results of operation and RXU¿QDQFLQJDJUHHPHQWVFRXOGUHVWULFWRXUDELOLW\WRFRQGXFWRXU ¿QDQFLDOFRQGLWLRQ business and operations in the manner we desire. 26. RBI regulations have made our Gold Loans ineligible for 12. 2XU¿QDQFLQJDUUDQJHPHQWVFRQWDLQUHVWULFWLYHFRYHQDQWVWKDWPD\ securitization, making our cost of funds higher adversely affect our business and operations, some of which we 27. Our ability to assess, monitor and manage risks inherent in our are currently in breach of or have breached in the past. business differs from the standards of some of our counterparts 13. Our Gold Loans are due within one year of disbursement, and a in India and in some developed countries. Inability to effectively failure to disburse new loans may result in a reduction of our loan manage our risk management systems can adversely affect our portfolio and a corresponding decrease in our interest income. EXVLQHVV¿QDQFLDOFRQGLWLRQDQGUHVXOWVRIRSHUDWLRQ 14. If we are not able to control or reduce the level of non-performing 28. Any failure by us to identify, manage, complete and integrate assets in our portfolio, the overall quality of our loan portfolio may acquisitions, divestitures and other significant transactions deteriorate and our results of operations may be adversely affected. successfully could adversely affect our results of operations, business and prospects. 15. :H IDFH GLI¿FXOWLHV LQ FDUU\LQJ RXW FUHGLW ULVN DQDO\VHV RQ RXU customers, most of whom are individual borrowers, which could 29. In order to be successful, we must attract, retain and motivate key have a material and adverse effect on our results of operations employees, and failure to do so could adversely affect our business. DQG¿QDQFLDOFRQGLWLRQ )DLOXUHWRKLUHNH\H[HFXWLYHVRUHPSOR\HHVFRXOGKDYHDVLJQL¿FDQW impact on our operations. 16. Our customer base comprises entirely of individual borrowers, who generally are more likely to be affected by declining economic 30. Our insurance coverage may not be adequate to protect us against conditions than large corporate borrowers. Any decline in the all potential losses to which we may be subject. Any liability in repayment capabilities of our borrowers, may result in increase excess of our insurance claim could have a material adverse effect LQGHIDXOWVWKHUHE\DGYHUVHO\DIIHFWLQJRXUEXVLQHVVDQG¿QDQFLDO RQRXUUHVXOWVRIRSHUDWLRQVDQG¿QDQFLDOSRVLWLRQ condition. 31. Our results of operations could be adversely affected by any disputes 17. Because we handle high volume of cash and gold jewelry in a with our employees. dispersed network of branches, we are exposed to operational 32. Our inability to obtain, renew or maintain our statutory and risks, including employee negligence, fraud, petty theft, burglary regulatory permits and approvals required to operate our business and embezzlement, which could harm our results of operations and PD\ KDYH D PDWHULDO DGYHUVH HIIHFW RQ RXU EXVLQHVV ¿QDQFLDO ¿QDQFLDOSRVLWLRQ condition and results of operations. 18. A decline in our capital adequacy ratio could restrict our future 33. Major lapses of control, system failures or calamities could adversely business growth. impact our business. 19. ,I ZH IDLO WR PDLQWDLQ HIIHFWLYH LQWHUQDO FRQWURO RYHU ¿QDQFLDO 34. Our ability to borrow from various banks may be restricted on UHSRUWLQJ LQ WKH IXWXUH WKH DFFXUDF\ DQG WLPLQJ RI RXU ¿QDQFLDO account of guidelines issued by the RBI imposing restrictions on reporting may be adversely affected. banks in relation to their exposure to NBFCs. Any limitation on 20. :H PD\ H[SHULHQFH GLI¿FXOWLHV LQ H[SDQGLQJ RXU EXVLQHVV LQWR our ability to borrow from such banks may increase our cost of additional geographical markets in India, which may adversely borrowing, which could adversely impact our growth, business and DIIHFW RXU EXVLQHVV SURVSHFWV ¿QDQFLDO FRQGLWLRQV DQG UHVXOWV RI ¿QDQFLDOFRQGLWLRQ operations. 35. We have entered into certain transactions with related parties. Any 21. System failures or inadequacy and security breaches in computer WUDQVDFWLRQZLWKUHODWHGSDUWLHVPD\LQYROYHFRQÀLFWVRILQWHUHVW V\VWHPVPD\DGYHUVHO\DIIHFWRXURSHUDWLRQVDQGUHVXOWLQ¿QDQFLDO 36. :H KDYH QRW HQWHUHG LQWR DQ\ GH¿QLWLYH DJUHHPHQWV WR XWLOLVH D loss, disruption of our businesses, regulatory intervention or damage substantial portion of the net proceeds of the Issue. to our reputation. 37. We continue to be controlled by our Promoters and they will
38 MUTHOOT FINANCE LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS
FRQWLQXHWRKDYHWKHDELOLW\WRH[HUFLVHVLJQL¿FDQWFRQWURORYHUXV 53. Changes in interest rate may affect the price of our NCD. Any We cannot assure you that exercise of control by our Promoters LQFUHDVHLQUDWHRILQWHUHVWZKLFKIUHTXHQWO\DFFRPSDQ\LQÀDWLRQ will always favour our best interest. and/or a growing economy, are likely to have a negative effect on 38. Our business strategy may change in the future and may be different the price of our NCDs. from that which is contained herein. Any failure to successfully 54. You may not be able to recover, on a timely basis or at all, the GLYHUVLI\ LQWR RWKHU EXVLQHVVHV FDQ DGYHUVHO\ DIIHFW RXU ¿QDQFLDO full value of the outstanding amounts and/or the interest accrued condition. thereon in connection with the Secured NCDs. Failure or delay to 39. Our Promoters, Directors and related entities have interests in a recover the expected value from a sale or disposition of the assets number of entities, which are in businesses similar to ours and charged as security in connection with the Secured NCDs could WKLVPD\UHVXOWLQSRWHQWLDOFRQÀLFWVRILQWHUHVWZLWKXV expose you to a potential loss. 40. :HDUHVLJQL¿FDQWO\GHSHQGHQWRQRXUPDQDJHPHQWWHDPDQGRXU 55. ,I ZH GR QRW JHQHUDWH DGHTXDWH SUR¿WV ZH PD\ QRW EH DEOH WR ability to attract and retain talent. Loss of any member from our maintain an adequate DRR for the NCDs issued pursuant to the management team can adversely affect our business and results of Shelf Prospectus, which may have a bearing on the timely redemption operation. of the NCDs by our Company. 41. Our employees may be the target of theft, burglary and other crimes 56. There may be no active market for the NCDs on the retail debt which may adversely affect our business, operations, and ability to market/capital market segment of the BSE. As a result the liquidity recruit and retain employees. and market prices of the NCDs may fail to develop and may accordingly be adversely affected. 42. Our internal procedures, on which we rely for obtaining information RQRXUFXVWRPHUVDQGORDQFROODWHUDOPD\EHGH¿FLHQWDQGUHVXOW 57. There may be a delay in making refund to Applicants. in business losses. 58. Any downgrading in credit rating of our NCDs may adversely affect 43. We do not own a majority of our branches of operation. Any the value of NCDs and thus our ability to raise further debts. termination of arrangements for lease of our branches or our 59. Securities on our Secured NCDs rank as pari passu with our failure to renew the same in a favourable, timely manner, or at Company’s secured indebtedness. all, could adversely affect our business and results of operations. 60. Payments to be made on the NCDs will be subordinated to certain Most of the lease agreements entered into by our Company may tax and other liabilities preferred by law. In the event of bankruptcy, not be duly registered or adequately stamped. liquidation or winding-up, there may not be sufficient assets 44. Our business and activities may be regulated by the Competition remaining to pay amounts due on the NCDs. Act, 2002. 61. The fund requirement and deployment mentioned in the Objects EXTERNAL RISK FACTORS RI WKH ,VVXH KDYH QRW EHHQ DSSUDLVHG E\ DQ\ EDQN RU ¿QDQFLDO Risk factors related to India institution 45. There could be political, economic or other factors that are beyond 62. The Shelf Prospectus includes certain unaudited financial our control but may have a material adverse impact on our business information, which has been subjected to limited review, in relation and results of operations should they materialize. to our Company. Reliance on such information should, accordingly, be limited. 46. The recent currency demonetisation measures imposed by the Government of India may adversely affect our business and the 63. Security provided for the Issue may not be enforceable if the Indian economy . VHFXULW\ SURYLGHG IRU WKH ,VVXH LV FODVVL¿HG DV µ$VVHWV¶ XQGHU WKH IT Act and will be void as against any claim in respect of any tax 47. A decline in India’s foreign exchange reserves may affect liquidity or any other sum payable by our Company. and interest rates in the Indian economy, which could adversely LPSDFWRXU¿QDQFLDOFRQGLWLRQ Prominent Notes: 48. Companies operating in India are subject to a variety of central z This is a public issue of upto ` 13,000 million secured redeemable and state government taxes and surcharges. Any increase in tax non-convertible debentures and upto ` 1,000 million unsecured rates could adversely affect our business and results of operations. redeemable non-convertible debentures of face value of ` 1,000 each, (“ NCD s”), aggregating up to ` 14,000 millions (“ Shelf Limit ”). The 49. 3XEOLFFRPSDQLHVLQ,QGLDIDOOLQJXQGHUVSHFL¿FFDWHJRULHVDVQRWL¿HG unsecured redeemable non-convertible debentures will be in the nature XQGHU &RPSDQLHV $FW DUH UHTXLUHG WR SUHSDUH ¿QDQFLDO of subordinated debt and will be eligible for Tier II capital. The statements under new accounting standards namely IND AS w.e.f NCDs will be issued in one or more tranches up to the Shelf Limit, ¿QDQFLDO\HDU&XUUHQWO\WKLVLVQRWDSSOLFDEOHWR1%)&V on terms and conditions as set out in the relevant tranche prospectus If made applicable in future, we may be negatively affected by this for any tranche issue (each a “ Tranche Issue ”), which issue is being transition. made pursuant to the provisions of Securities and Exchange Board Risks relating to the Issue and the NCDs Of India (Issue Of Debt Securities) Regulations, 2008 as amended 50. We cannot guarantee the accuracy or completeness of facts and (the “ SEBI Debt Regulations ”), the Companies Act, 2013 and rules other statistics with respect to India, the Indian economy and the PDGHWKHUHXQGHUDVDPHQGHGWRWKHH[WHQWQRWL¿HG NBFC and Gold Loan industries contained in the Shelf Prospectus. z For details on the interest of our Company’s Directors, see the 51. There are certain risks in connection with the Unsecured NCDs. sections titled “ Our Management ” and “ Capital Structure ” beginning 52. There are other lenders and debenture trustees who have pari passu at pages 88 and 44 of the Shelf Prospectus respectively. charge over the Security provided z Our Company has entered into certain related party transactions, within WKH PHDQLQJ RI $6 DV QRWL¿HG E\ WKH &RPSDQLHV $FFRXQWLQJ
MUTHOOT FINANCE LIMITED 39 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS
Standards) Rules, 2006, as disclosed in the section titled “ Financial MATERIAL CONTRACTS AND DOCUMENTS FOR Information ” beginning on page 107 of the Shelf Prospectus. INSPECTION z $Q\FODUL¿FDWLRQRULQIRUPDWLRQUHODWLQJWRWKH,VVXHVKDOOEHPDGH The contracts which are or may be deemed material have been entered available by the Lead Managers and our Company to the investors at or are to be entered into by the Company. These contracts and also the large and no selective or additional information would be available documents for inspection referred to hereunder, may be inspected at the for a section of investors in any manner whatsoever. 5HJLVWHUHG2I¿FHRIWKH&RPSDQ\VLWXDWHGDW0XWKRRW&KDPEHUV nd Floor, z ,QYHVWRUVPD\FRQWDFWWKH5HJLVWUDUWRWKH,VVXH&RPSOLDQFH2I¿FHU Opposite Saritha Theatre Complex, Banerji Road, Ernakulam, Kerala 682 the Lead Managers for any complaints pertaining to the Issue. In case 018 from 10.00 AM to 5.00 P.M during the Issue Period. RIDQ\VSHFL¿FTXHULHVRQDOORWPHQWUHIXQG,QYHVWRUPD\FRQWDFWWKH For further details refer section titled “Material Contracts and Documents Registrar to the Issue. for Inspection” on page 110 of the Tranche I Prospectus. z In the event of oversubscription to the Issue, allocation of NCDs DECLARATION will be as per the “ Basis of Allotment ” set out on page 311 of the We, the Directors of the Company, certify that all the relevant provisions Shelf Prospectus. of the Companies Act, 1956/Companies Act, 2013, as applicable on the date of the Shelf Prospectus and the guidelines issued by the Government z Our Equity Shares are listed on the NSE and BSE. Our non-convertible of India or the guidelines issued by the Securities and Exchange Board of GHEHQWXUHV LVVXHG SXUVXDQW WR ¿IWHHQ SXEOLF LVVXHV LQ WKH SDVW DUH India established under Section 3 of the Securities and Exchange Board listed on NSE and/or BSE. of India Act, 1992, as the case may be, have been complied with. We z As of March 31, 2016, we had certain contingent liabilities not further certify that the disclosures made in the Shelf Prospectus are true and provided for, amounting to ` 5,332.07 million. For further information correct and in conformity with the Companies Act, 1956 and the relevant provisions of the Companies Act, 2013 to the extent applicable as on the on such contingent liabilities, see “ Financial Information ” on page 107 date of the Shelf Prospectus, Schedule I of SEBI (Issue and Listing of of the Shelf Prospectus. Debt Securities) Regulations, 2008, the Securities and Exchange Board z )RUIXUWKHULQIRUPDWLRQUHODWLQJWRFHUWDLQVLJQL¿FDQWOHJDOSURFHHGLQJV of India Act, 1992, the Securities Contracts (Regulation) Act, 1956 and that we are involved in, see “ Pending Proceedings and Statutory the Listing Agreement to be executed with the stock exchanges, and no Defaults ” beginning on page 314 of the Shelf Prospectus. statement made in the Shelf Prospectus is contrary to the provisions of the Companies Act, 1956 and the relevant provisions of the Companies MATERIAL DEVELOPMENTS Act, 2013 applicable as on the date of the Shelf Prospectus, the Securities Contracts (Regulation) Act, 1956 or the Securities and Exchange Board Since March 31, 2016, the following material developments have taken of India Act, 1992 or rules, guidelines and circulars issued thereunder. place: SIGNED BY ALL DIRECTORS: ,QYHVWPHQWLQ%HOVWDU,QYHVWPHQWDQG)LQDQFH3ULYDWH/LPLWHG M. G. George Muthoot &RPSDQ\DQQRXQFHGLWVHQWU\LQWRPLFUR¿QDQFHEXVLQHVVLQ0D\E\ : Sd announcing acquisition plan of 57.16% stake in the equity share capital of Whole Time Director and Chairman M/s Belstar Investment and Finance Private Limited (“ BIFPL ”) in various George Thomas Muthoot tranches. On November 08, 2016, the Company announced completion : Sd Whole Time Director of the acquisition investing cumulatively Rs.55.25 crores for 57.16% stake in BIFPL. Therefore, BIFPL has become a subsidiary of Muthoot George Jacob Muthoot : Sd Finance Limited. The Company has further acquired 1,728,571 equity Whole Time Director shares of nominal value Rs. 10 each at a total price of Rs. 7.26 crores George Alexander Muthoot from existing shareholders in December 2016. With this investment, the : Sd Company increased its shareholding in the aforesaid subsidiary to 64.60% Managing Director from existing shareholding of 57.16%. Alexander M. George : Sd ,QYHVWPHQWLQ0XWKRRW,QVXUDQFH%URNHUV3YW/WG Whole Time Director The Board in its meeting dated October 29, 2015 had approved the K. George John acquisition of 100% equity of Muthoot Insurance Brokers Pvt Limited : Sd (MIBPL), an entity licensed by Insurance Regulatory and Development Independent Director Authority to act as Direct Broker since 2013, at a purchase value of K. John Mathew : Sd Rs. 200,000,000, subject to regulatory approvals. Consequent to receipt Independent Director of regulatory approvals, the Company completed the acquisition in June, John K Paul 2016. Therefore, MIBPL has become a wholly owned subsidiary of the : Sd Company. Independent Director )XUWKHU,QYHVWPHQWVLQ6XEVLGLDULHV George Joseph : Sd The company has made further additional investment by subscribing Independent Director WR HTXLW\ VKDUHV RI 0V 0XWKRRW +RPH¿Q ,QGLD /LPLWHG Pamela Anna Mathew (“ MHIL ”) taking the total shareholding to 64,500,000 shares representing : Sd 86% of the total equity share capital of MHIL. Independent Director The company further acquired 2,493,574 existing equity shares of face Date: January 09, 2017 value of LKR 1/- each in Asia Asset Finance PLC (“ AAF ”) taking the Place: Kochi, India total shareholding at 503,524,700 equity shares representing 66% of the FOR FURTHER DETAILS PLEASE REFER TO SHELF total equity share capital of AAF. PROSPECTUS DATED JANUARY 09, 2017 AND TRANCHE I PROSPECTUS DATED JANUARY 09, 2017
40 MUTHOOT FINANCE LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS
TIMING FOR SUBMISSION OF APPLICATION FORM Application shall be accepted only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time, “IST”) during the Issue Period as mentioned above by the Members of the Syndicate, Trading Members and designated branches of SCSBs, except that on the Issue Closing Date when the Applications if any, shall be accepted only between 10.00 DPDQGSP ,67 DQGVKDOOEHXSORDGHGXQWLOSP ,67 RUVXFKH[WHQGHGWLPHDVSHUPLWWHGE\WKH6WRFN([FKDQJHV,WLVFODUL¿HGWKDWWKH$SSOLFDWLRQVQRW uploaded in the Stock Exchange Platform would be rejected. Due to limitation of time available for uploading the Applications on the Issue Closing Date, the Applicants are advised to submit their Applications one day prior to the Issue Closing Date and, in any case, no later than 3.00 p.m. (IST) on the Issue Closing Date. All times mentioned in the Prospectus are Indian Standard Time. Applicants are cautioned that in the event a large number of Applications are received on the Issue Closing Date, as is typically experienced in public offerings, some Applications may QRWJHWXSORDGHGGXHWRODFNRIVXI¿FLHQWWLPH Such Applications that cannot be uploaded will not be considered for allocation under the Issue. Applications will be accepted only on Business Days, i.e., Monday to Friday (excluding any public holiday). Neither our Company, nor any Member of the Syndicate, is liable for any failure in uploading the Applications due to faults in any software/hardware system or otherwise. CENTERS FOR AVAILABILITY AND ACCEPTANCE OF APPLICATION FORMS ,QFDVHRI$SSOLFDQWDSSO\LQJWKURXJK$6%$3URFHVVLQDQ\6SHFL¿HG&LWLHVLHFLWLHVQDPHO\0XPEDL&KHQQDL.RONDWD'HOKL$KPHGDEDG5DMNRW-DLSXU%DQJDORUH Hyderabad, Pune, Baroda and Surat, the ASBA Applicant can also submit their Application Form with the Members of Syndicate, at the addresses provided below, for XSORDGLQJRIWKH$SSOLFDWLRQ7KHUHVSHFWLYH0HPEHURI6\QGLFDWHDIWHUXSORDGLQJRIWKH$SSOLFDWLRQVKDOOIRUZDUGWKH$SSOLFDWLRQ)RUPWRWKH6SHFL¿HG%UDQFKHVRI 6&6%VIRUEORFNLQJRIIXQGV$WDOORWKHUSODFHV H[FHSW6SHFL¿HG&LWLHVDVDERYH WKH$6%$$SSOLFDWLRQ)RUPVVKRXOGEHVXEPLWWHGZLWKWKH'HVLJQDWHG%UDQFKRI6&6%V RQO\DQGQRQ$6%$$SSOLFDWLRQVVKRXOGEHVXEPLWWHGWRWKH0HPEHUVRI6\QGLFDWH7UDGLQJ0HPEHUVDVVSHFL¿HGEHORZ BIDDING CENTRE DETAILS - LEAD BROKERS AXIS CAPITAL LIMITED Axis Capital Limited Bangalore: $QG)ORRU5HGL¿FH6LJQDWXUH+RVSLWDO5RDG%DQJDORUH±3K Chennai: Axis Securities Limited, Alpha Centre, 6th Floor, No.150 & 151, North Usman Road, T. Nagar, Pin: 600017, Ph: 9884418044; Hyderabad: Axis Securities Limited, 6-3-650/217B & C, Maheshwari Chambers, 2nd Flr.,Somajiguda, Hyderabad – 500082, Ph : 040- 39893626/30658502; Mumbai: $[LV &DSLWDO /LPLWHG $& .KDWDX %OGJ *URXQG ÀRRU $ONHVK Dinesh Mody Marg, Fort, Mumbai – 400001, Ph : 022- 22677901; New Delhi: Axis Capital Ltd, 2nd Floor, Red Fort Capital, Parsvnath Towers, Bhai Veer Singh Marg, Near Gole Market, New Delhi-110001, Ph : 011 - 43556496/97, Pune: Axis Capital Limited, Plot no 5,Sr.no 103,Unit no 201/202,Next Jan Avenue,behind ICC Tower,Crossword Lane, Senapati Bapat Road, Pune – 411004, Ph : 9890018150/9371218150; Rajkot: Axis Securities Limited, 703, 7th Floor, Star Chambers, Harihar Chowk, Rajkot – 360001, Ph : 9724333149 / 9427200149; Vadodara: Axis Securities Limited, 515, Race Course Tower, Pashabhai Park, Race Course, Vadodara – 390007, Ph : 9377225295. EDELWEISS BROKING LIMITED AHMEDABAD: Edelweiss Broking Limited; Edelweiss House, 2 nd Floor, Near Samved Hospital, H. L. Commerce Six Road, Navrangpura, Ahmedabad-380009. Tel: 079-40019888 BANGALORE: Edelweiss Broking Limited; The Onyx Centre , Building No : 5, 2nd Floor Above Nandi Toyota Showroom Museum Road Bangalore. Tel: 080 – 42471113. HYDERABAD: Edelweiss Broking Limited; 2 nd Floor, M B Towers, Plot No.5, Road No.2, Banjara Hills, Hyderabad-500016. Tel: 040–40316911. JAIPUR: Edelweiss Broking Limited; S-16/A, 3rd Floor, Landmark Building, Opposite Jai Club, Mahaveer Marg, C- Scheme, Jaipur – 302001. KOLKATA: Edelweiss %URNLQJ/LPLWHG 2I¿FH1RWK)ORRU3RGGDU&RXUW*DWH1R5DELQGUD6DUDQL.RONDWD7HO 7HO MUMBAI: FORT: G1, Ground Floor, Ararat Bldg., Opp. Dwarka Hotel / Happiness Cake Shop, Nagindas Master Road, Fort Mumbai-400001 Tel. : 67494580 / 81. Edelweiss Broking Limited; 104, 1st Floor, P J Towers, Bombay Stock Exchange Bldg, Fort, Mumbai- 400001. Tel: 022-67471345 / 022-67494586. GHAKTOPAR: Edelweiss Broking Limited; Atlantic Commercial Tower, RB Mehta Road, Near Patel Chowk, Ghatkopar East, Mumbai-400077. Tel: 022-25012611/12, SANTACRUZ: Edelweiss Broking /LPLWHG $ QG ÀRRU9LFWRULD 3OD]D 69 5RDG 6DQWDFUX]:HVW 0XPEDL ± BORIVALI: Edelweiss Broking Limited, Viray Deep Apts, Chandaverkar Road, Opp Mayur Tower, Borivali (West), Mumbai - 400092. Tel : 022-28336310 NEW DELHI: Edelweiss Broking Limited; 8-B, 8th Floor, Atma Ram House, Tolstoy Marg, New Delhi- 110001., Tel: 011- 46501116/7 PUNE: (GHOZHLVV %URNLQJ /LPLWHG 2I¿FH 1R WR VW )ORRU 6LGGKDUWK7RZHU %HKLQG &LW\ 3ULGH7DONLHV .RWKUXG Pune, Maharashtra 411029, Tel: 020-66056672. SURAT: Edelweiss Broking Limited; 108, Vishwakarma Chambers, B/S ITC, Majuragate, Ring Road, Surat – 395002, Tel: 0261-2460537. HDFC SECURITIES LIMITED Mumbai: +')&6HFXULWLHV/LPLWHG,7KLQN7HFKQR&DPSXV%XLOGLQJ%´$OSKD´2I¿FH)ORRU2SS&URPSWRQ*UHDYHV1HDU.DQMXUPDUJ6WDWLRQ.DQMXUPDUJ (DVW Mumbai 400 042 India. KARVY STOCK BROKING LIMITED AGRA : F4, 1St Floor, Deepak Wasan Plaza Sanjay Place, Agra, Above HDFC Bank, Uttar Pradesh - 282002; AHMEDABAD : 203, Shail Building,Opp: Madhusudhan House, B/H. Girish Gold Drinks, Off. C.G. Road, Navrangpura, Ahmedabad; ALLAHABAD : 57 S. P. Marg, R.S.A. Tower, Above Sony Showroom, Civil Lines, Allahabad, Uttar Pradesh - 211001; BARODA - SAVOY : T- 2, 3Rd Floor, Savoy Complex,63, Haribhakti Extension, Opp Abs Tower, Old Padra Rd,Baroda,Gujarat-390007; ; BANGALORE : #59, Skanda, Puttana Road, Basavanagudi, Bangalore - 560004, Ph : 080 26606126; BANGALORE – KORAMANGALA: #408, Cita Building, Behind Vodafone Store, Koramangala 7Th Block, Bangalore -560095; BELGAUM : Fk-1, Khimajibhai Complex, Ambedkar Road,Opp: Civil Hospital, Belgaum, Karnataka-590; BHAVNAGAR : 307, Krushna Darshan Complex, Above Jade Blue Showroom, Parimal Chowk, Waghawadi Road, Bhavnagar – 364001; BHOPAL : Kay Kay Business Centre, 133 Zone, 1 Mp Nagar, Bhopal - 462011; BHUBANESWAR : 624, Saheednagar, First Floor, Bhubaneshwar - 751007, Ph : 0674- 2547532 / 31; BAREILLY : 165,Ist Floor Opp Hotel Bareilly Palace Near Rly Station Civil Lines Bareilly-243001; BORIVALI : Shop No 14,Star Trade Centre, Near Chamunda Circle, Borivali, West Mumbai - 400092; CHANDIGARH : Sco 2423-2424, First Floor, Sector 22C, Chandigarh - 160022; CHENNAI -T NAGAR : No.33/1, Venkataraman Street, T.Nagar, Chennai – 600017; CHENNAI – ADAYAR : F-3, Adayar Business Court, Old No.25,New No 51, Gandhinagar 1St Main Road, Chennai - 600020, Ph: 044 42076801/42076803; CHENNAI – ANNANAGAR : T-92 Ground Floor Third Avenue Main Road Anna Nagar Chennai-600040; COIMBATORE : Snv Chambers, First Floor, 482/483, Cross Cut Road, Opp: Power House, Gandhipuram, Coimbatore - 641012, Ph : 0422 4343200-215 ; COCHIN: G 39, Panampally Nagar Opp: Kerala State Housing Board, Kochi, Kerala-682036; DALHOUSIE : Martin Burn House, 1, R.N. Mukherjee Road, 2Nd Floor, Room No : 226, Kolkata - 700001;
MUTHOOT FINANCE LIMITED 41 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS DEHRADUN : 48/49, Patel Market, Opp- Punjab Jewellers, Near Gandhi Park, Rajpur Road, Dehradun-248001; GHAZIABAD : 1St Floor,C-7, Lohia Nagar, Ghaziabad, Uttar Pradesh - 201001; GORAKHPUR : Pratibha Complex,1St Flour,In Front Of Jubilee Inter College,Jubilee Road,Gorakhpur- 273001; GURGAON : Shop No. 18, 1HDU +XGD 2I¿FH *URXQG )ORRU 2SS $NG 7RZHU 6HFWRU *XUJDRQ GWALIOR : 1St Floor, J K Plaza,Gast Ka Tazia,Falka Bazar, Lashkar,Gwalior - 474001; HYDERABAD - BANJARAHILLS : Karvy Centre 8-6-609/K, Road #10, Banjarahills, Hyderabad, Andhra Pradesh - 500032; HYDERABAD – HYDERGUDA : Sri Siva Rama Towers, 3-6-288/3, 1st Floor, Opp. Old Mla Quarters,Above HDFC Bank, Hyderguda, Hyderabad - 500029, Ph: 040-66035731; LUCKNOW : 94 M.G. Marg Opp Governor House Hazratganj Lucknow - 226001; JAIPUR : 107-108,Luhadia Tower, Near Ahinsha Circle, Ashok Marg,C Scheme, Jaipur; HUBLI : Giriraja House, Madhura House, No.45, Ward No.1, Club Road, Hubli, Karnataka, Ph : 0836 2356201; 2356202;2356204; JAMNAGAR : 119, Madhav Plaza, Opp. Sbi Bank, Nr. Lal Bunglow, Jamnagar, Gujarat-361001, Ph : 0288-6499279; JAMSHEDPUR : Kanchan Towers, 3Rd Floor, 3 S.B.Shop Area, Bistupur Main Road, Jamshedpur, Jharkhand - 831001 Ph : 0657-2487020,2487045,2487048; KOLKATTA – PARK STREET : 3rd Floor, “B’ Block, Apeejay House, 15, Park Street, Kolkata-700016; KANPUR : 15/46, Civil Lines, Opp. Muir Mills, Stock Exchange Road, Kanpur – 208001; KOLHAPUR : Omkar Plaza 1 St Floor, Unit F - 2 & F - 4, Rajaram Road, Bagal Chowk, Kolhapur - 416008, Ph : 0231 2525132/33/34; LUDHIANA : Ist Floor, Sco 136, Feroze Gandhi Market, Ludhina, Punjab - 141001;MADURAI : 274, Goods Shed Street, Madurai,Tamil Nadu - 625001; MUMBAI - THANE 2I¿FH1R
42 MUTHOOT FINANCE LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS 66-C, G. G. Towers, Kumaran Road, Tirupur - 641601 – 4320332. Trichy- Thillai Nagar - 25-A, Ground Floor, Githanjali Apartment, Sastri road, (Adjacent to Sippy Theatre), Thillai Nagar, Trichy - 620018 - 2741468 / 2742068. Trichy-Chatram Bus Stand - Chitra Complex - No.9, Gr. Floor, Near Chatram Bus Stand, Trichy - 620 002. - 2703670 / 2716387. Trichy-Srirangam - 1st Floor,Dr. Prabaker Rao Complex, 17-C,Gandhi Road,Srirangam, Trichy - 620 006. - 2436211 / 2433512 Trichy - K.K Nagar - Door No. 16 & 20, Ground Floor, City Centre, 4th Street, Sundar Nagar, Trichy – 620021. KERALA - Cochin - M G Road - RAJ SOUDH’, I Floor, 39/3477, M.G.Road, Ernakulam - 682 016. - 2358922 /2358923. Cochin - Tripunithura - 664-f3, 1st Floor, Infort, Stephen Arcade, Statue Junction, Tripunithura - 682301 - 4037908 / 4037909. Kottayam - Regent plaza, Door No. 203-C, First Floor, CMS Clooege Road, Near Baker Junction, Kottayam - 686001. - 2585607 / 2565608 Palakkad - No 15/152, J.k.Building, Coimbatore Road, Suthanpet, Palakkad -678001 - 3291019/2535519. 7ULYDQGUXP - D-NET Tower, TC 28/2875 (4), 1st Floor, Sahodarasamajan Lane, Vanchiyoor, Trivandrum -695035 - 2461593/2478225 Thrissur - 1st Floor, B Inland Arcade, Mannath lane, thrissur - 680001 - 2320191/2320192 Sasthamangalam - TC 9/679-4, Lakshmi Plaza, Vellayambalam, Sasthamangalam P O, Trivandrum - 695010 - 4000206/2318022 KARNATAKA - Bangalore - Malleswaram - No 12, Ramanuja Plaza, Ground Floor, 5th Cross, Malleswaram,Bangalore - 560 003. - 23446386 / 23461470 Bangalore – Jayanagar - No.- 20, 1st Floor, 8th ‘F’ Main Road, 3rd Block, Jayanagar Bengaluru, 560 011. - 22441561 /26534659 Bangalore - Indira Nagar - No. 671, 17th D Cross, Indiranagar 2nd Stage, Bangalore - 560 038. - 25258490 / 25219347 Bangalore - Koramangala - No. 28, First Floor, 100 Feet Ringroad, Near Ejipura Signal, Viveknagar Post, Koramangala, Bengaluru – 560047. - 41217750 / 41217751 Bangalore - Majestic - 22/5, Jala Shambhavi Complex, 1st Floor, (Opp. To IOB), 22/23, 1st Main Road, Kalidasa Marg, Gandhi Nagar, Bangalore-560009. - 22340034/41530319 Yelahanka New Town - No. 715, Suhas complex, A Bolck, 1st Floor, (Opp Seshadripuram College), Yelahanka New Town, Bangaluru - 560064. - 41210060/41210062 Bangalore - Banashankari - 1296 1st Floor, 30th Main Road Banashankari 2nd Stage Bangalore - 560 070. - 32008338 / 26711389 Bengalure – Bannerghatta Road - No. 73/2C, Thimmappa Reddy Layout, (Diagonally opp. To HDFC Bank), Hulimavy Gate, Bannerghatta Road, Bengaluru – 560076. - 49534732 / 49536413 Bengaluru – Rajarajeshwari Nagar - No. 826, Second Floor, ‘Paramount Building’, Pandit Jawaharlal Nehru Road, B.E.M.L 3rd Stage, Rajarajeshwari Nagar, Bengaluru – 560098. - 32523440 / 32523441 Mysore - 133, Shika Towers, Second Floor, Rama Vilas Road, Mysore - 570 024. - 2424188/4266682 Mangalore - F-1, 1st Floor, Ram Bhavan Complex, Kodialbail - 575 003. - 2440163 / 2447051 ANDHRA PRADESH - Hyderabad - D No. 5-10-188/2, Room No. 102B, First Floor, Summit Apartments, Opp. Badline, Hill Fort, Hyderabad - 500 004 - 23242375 / 23242472 Kukatpally - D. No. 15-31-2M-1/5, Shop No. 1, 2nd Floor, MIGH, Near MIG Bus Stop, JNTU Road, III Phase, KPHB Colony, Hyderabad - 500085. - 23058088 / 23058089 Secunderabad '1R 1R*URXQGÀRRU65$UFDGH3DUNODQH6HFXQGHUDEDG Vizag - D No. 47-9-17, Ground Floor, III Lane, Dwarkanagar, Visakhapatnam - 530 016 - 2513606 / 2747020 Vijaywada - D No. 29-13-29, Ist Floor, Kaleswara Rao Road, Near Dornakal X Roads, Besides Indian Bank, Suryaraopeta, VIJAYAWADA - 520 002. - 2472414/2470517 Guntur - 6-9-15,9/1 Aurndelpet, Guntur - 522002 - 2326624 / 2337809 Nellore - Shop No.27, Co-operative Bank Shopping Complex, Trunk Road, Nellore - 524 001. - 2326297/ 2332040 Rajamundhry - 6-14-7/1, Opp. Pala Varthakula Sangam, Achantavari St, T.Nagar,Rajamundhry - 533101. - 2422120/2437533 Kakinada - 2-1-69/1, 1st Floor, opp Andalamma College, Perraju Peta, Kakinada - 533003. - 2377258/2341205 5HJLRQDO 2I¿FH - Door No: 5-10-193, Ground Floor, Next to Consumers Store, HACA Bhavan, Hillfort Road, Hyderabad – 500004. - 23298944 MUMBAI - Andheri - A- 27 Laram Centre, 24, S.V. Road, Andheri West, Mumbai- 400058. - 26282685/26282686 Bandra - Shop no 8, Veena Beena Complex, Opp Bandra Railway Station, Mumbai – 50 - 26403883 / 26558735 %RULYDOL - No. 4, Gora Gandhi Apts, I Floor, Above Hotel Samrat, Chandavarkar Lane,Borivali - 400 092. - 42087200/42087201 Chembur - 11 and 12, Gr Floor, Neelkanth Commercial Complex, Next to Hotel Orchids, Govandi Road, Chembur - 400 071. - 25210768 /25217660 Dadar West - F - 4, Ground Floor, F. Kasturchand Building, Gokhale Road South, Opp Portugese Church, Dadar West, Mumbai 400 028. - 24318356/ 24318496 'RPELYOL - 107, Triveni Building, 1st Floor, Opp: Nityanand Hotel, Jawaharlal Nehru Road, Dombivli (E), Mumbai - 421 201. - 2433471/2433513 Fort – Dalal Street - 59, Sonawala Building, Gr.Floor, Bombay Samachar Marg, Fort,Mumbai - 400 023. - 22662825 / 22662728 Ghatkopar - No. A-111, Kailas Plaza, Vallabhbaug Lane, Ghatkopar East, Mumbai - 400 077 - 25086488 / 25086088 Kalyan - No. A-108, Desai Shopping Centre, Near Zojwala Petrol Pump, Bail Bazar Circle, Kalyan West – 421301. - 2312186 / 2312187 Malad 1R VW ÀRRU $EKLVKHN &RPPHUFLDO &RPSOH[ $ERYH 'HQD %DQN 3ORWQR 6 9 5RDG 0DODG Z Mumbai – 64 - 28802878/28823965 Matunga - Shop No 3, Plot No 402, Ground Floor, Hari Mangal Manor, Telang road, Next to Nalli Silks, Matunga East,Mumbai - 400 019. - 24013163/24013164 Mulund - No. B-3, Ground Floor, Mahavir Symphony, Next to Punjab National Bank, Zaver Road, Mulund West, Mumbai - 400 080. - 25690700/25927065 Nerul - No. 18, Ground Floor, Punit Park, Cosmopolitan-II CHS, Sector 17, Nerul East, Navi Mumbai - 400706. - 27718720 / 27718730 Thane – West - A – 201, Krishna Plaza, Station Road, Naupada, Thane West – 400601. - 25301256/25301257 Thane – Vasant Vihar - 22,Amrapali Arcade, Vasant Vihar, Pokhran Road 2, Thane West - 400 601. - 21730813/21730814 Vashi - No. 13, Arenja Corner, Sector - 17, Vashi, Navi Mumbai - 400 703. - 27660042/27660043 Vile 3DUOH 6KRS 1R VW ÀRRU 6XSHU 0DUNHW 0RQJKLEDL 5DRG 1H[W WR %DQN RI 0DKDUDVKWUD 9LOH 3DUOH (DVW 0XPEDL ± Regional 2I¿FH - 15 , 1st Floor, Modern House, Dr.V.B.Gandhi Marg, Fort, Mumbai – 400 023. - 40661800 MAHARASHTRA & GOA - Pune – Shukrawarpeth - 7 and 8 Arthshilp, Gr.Floor, 1349, 1350, Shukrawar Peth, Bajirao Road,Pune - 411 002. - 24473944/24481891 Pune – Camp - No. 10, Ground Floor, Kumar Pavilion, 2424, Timya Road, Nest to Victor Cinema, East Street, Camp, Pune- 411001. - 41239797/41259797 Pune – Kothrud - No. E-7, 2nd Floor, Rahul Complex, Paud Road, Kothrud, Pune - 411 038. - 41259595 / 41259596 Nasik % :LQJ 3DUVKXUDP $SWV 2SS 7LPHV RI ,QGLD 2I¿FH &ROOHJH 5RDG1DVLN Nagpur – Dhantoli - Block No.108, Sathyam Towers, (First Floor), (Next to Hotel Sunny International), Plot No.8, Wardha Road, Dhantoli, Nagpur – 440012. - 2420105 / 2420106 Goa - 107, 1st Floor, Durga Chambers, Opp. Kenis Hotel, 18th June Road, Panjim,Goa - 403 001. - 2426904/2426905 GUJARAT - $KPHGDEDG±1DYUDQJSXUD - 21, Nirman, Gr.Floor, Behind Navrangpura Bus Stop, Navrangpura,Ahmedabad - 380 009. - 26443289 / 26447825 Ahmedabad – Maninagar - LG 8/9/10, H.J. House, Opp. IOC Petrol Pump, Rambaugh, Maninagar, Ahmedabad - 380008. - 25450718 / 25463670 Ahmedabad –Paldi - F-103, Sarvamangal Complex, Behind Zalak Complex, Above SBI, Bhatta Cross Road, Paldi, Ahmedabad - 380007 - 26607811/26607813 Ahmedabad - Chandkheda - 136, Sarjan-2 Complex, Nr. State Bank of Hyderabad, New C. G. Road Chandkheda, Ahmedabad - 382424. - 23296934 / 23296935 Baroda – Alkapuri - F- 40/41, National Plaza, 1st Floor, R.C.Dutt Road, Alkapuri, Baroda - 390 007. - 2343677 / 2341608 Baroda – Raopura - Samarth Building, Gr. Floor, Near Gujrathi School, Shiyapura, Opp. Lane of Chitekhan Hanuman Mandir, Raopura, Baroda - 390 001 - 2421099/ 6585433 Baroda – Makarpura - SB-12 Silver Coin, Basement, Opp. Bhavan’s School, Teen Rasta, Makarpura Road, Vadodara - 390 009. - 6451008 / 2648001 Surat - D/G-23 A, International Trade Centre, Ground Floor, Behind Radhakrishna Hotel, Majura Gate, Ring Road, Surat - 395 002 - 2474535 / 2479495 Rajkot - 130/131, Star Chambers, 1st Floor, Harihar Chowk, Dr. Rajendra Prasad Road,Rajkot - 360 001. - 3041451 / 2240373 Waghodia Road - GF/B-14, Parul Society, Near Cosmos Bank, Opp. Prabhat Society, Waghodia road, Baroda - 390019. - 2572931/2572932/2572933 NORTH - New Delhi – Karol Bagh - RD Chambers, 3rd Floor, 16/11, W.E.A. Arya Samaj Road, (Above Kotak Bank), Karolbagh, New Delhi - 110005. - 45170331 to 338 New Delhi – Janakpuri -VWÀRRU-DLQDWRZHU'LVWULFW&HQWUH-DQDNSXUL1HZ'HOKL New Delhi – Nehru Place - No. 19B, Ground Floor, Hemkunt Chambers, Nehru Place, New Delhi - 110 019. - 46681444 /46681445 New Delhi – Preet Vihar - 104,1st Floor, Savitri Complex, Plot No.11 (Sikka Tower 11), Preet Vihar Community Centre, Near Preet Vihar Metro, New Delhi - 110 092 - 47587168/47587169 Lucknow - 207 - A, 2nd Floor, Saran Chambers II, 5, Park Road, Lucknow - 226 001. - 2235736 / 2236766 Bhopal - Manasarovar Complex, MF 7, A Block, Mezzanine Floor, (Near Habibganj RailwayStation),Habibganj Station Road,Bhopal – 462011 - 4266005/4266006 EAST - Kolkata – South - Flat No.1-B, 4C Lansdowne Place, Opp. Road of Ramakrishna Mission Hospital, Kolkata - 700 029. - 2474600 / 24742705 Kolkata – Dalhousie - No. 210, A-Wing,2nd Floor, 24.Hemanta Basu Sarani,Mangalam,Kolkata - 700001 - 22310556 / 22310557 Kolkata – Saltlake - BA-37, Sector -1, PNB Island, Kolkata- 700 064 - 23580900 / 23580890 Kolkata – Garia - E/188, Ground Floor, Ramgarh, Naktala PO, Garia Ganguli Bagan, Kolkata – 700047. - 24304050 / 24304051 Patna - No.313, Jagat Trade Centre, Fraser Road, Patna 800 001. - 2205943 Jamshedpur - Shop No.1, Meghdeep
MUTHOOT FINANCE LIMITED 43 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS Apts, H No.5, Line No.2, Q Road, Bistupur, Jamshedpur, Pincode - 831001, Jharkhand. - 2756319 / 2756321.
JM FINANCIAL SERVICES LIMITED Ahmadabad: Mr Bhavesh Shah/Mr.Girish Shah, G-10 Chinubhai Centre, Gr. Flr,Nehru Bridge Corner, Ashram Road, Ahmedabad – 380009, Ph : 079- 26576666/67/68/69/70/30013700; Bangalore: 0V3RRUQLPDDW2I¿FH1R$WK)OU%DVDSSD&RPSOH[/DYHOOH5RDG%HQJDOXUX7HOQR Chennai: Mr B Kalaiselvan/Mr. G Ramesh/Ms. Sumithra, Seethakathi Business Centre, Unit No.216, Second Floor, 684-690, Anna Salai (Mount Road), Chennai – 600002, Ph : 044- 28299888; Hyderabad: Mr Chandrasekhar/Mr. Satish Raja, 9-10 Uma Chambers, 3rd Floor, Banjara Hills, Hyderabad - 500034, Ph : 040- 40105900; Indore: Mr. VedPrakash Dhimole/Ms. Arti , UG-7 & 8, Ground Floor, D M Tower, ,21/1, Race Course Road, Indore – 452004, Ph : 0731- 4742100/19; Jaipur: Mr Sanwar Mal Bhargav, G -7 & G-8, Brij Anukamba, Plot No.K-13, Ashoka Marg, C-Scheme, Jaipur – 302001, Ph : 0141-4384400 ; Kolkata: Mr. Deepkumar Khemka , Kankaria Estate, 8th Flr,6th Little Russell Street, Kolkata - 700071, Ph : 033- 40310330; Mumbai – Andheri: Mr. Sapna Parulekar , Ground Floor, Anushka, New Link Rd, Andheri (West), Mumbai – 400053, Ph : 022- 66191600/612; 0XPEDL±%RULYDOL Ms Jyotsna Solanki/Mr C V George, 1st Floor, New Pushpanjali II, Jambli Galli, (Factory Lane) , Opp Chintamani Jewellers, Borivali (West), Mumbai - 400092, Ph : 022- 33101400; Mumbai - Fort: Mr. Sona Verghese/Mr Kaushik Datta/Kedar Pimputkar/Ms Armin Iran , 2,3,4 Kamanwala Chambers, Ground Floor, Sir P M Road, Fort, Mumbai – 400001, Ph : 022- 22665577/78/79/80, 613603400/30213500; Mumbai – Ghatkopar: Mr. Tilak Sanil/Mr. Biren Solanki ,424/425 Kalidas Plaza, V B Lane, Ghatkopar East, Mumbai – 400075, Ph : 022- 45058700,: Mumbai – Malad: 0U1D\DQ3DULNK2I¿FH1RVW Floor, Patel Shopping Center, Near Malad Subway, Sainath Road, Malad West, Mumbai – 400064, Ph : 28822831/32/34; 0XPEDL±1DYL0XPEDL : Ms. Vaishali Pawar , 328, 3rd Floor, Vardhman Market, Sector 17, Above DCB, Vashi , Navi Mumbai – 400705, Ph : 66329200/03/04; Mumbai – Vile Parle: Mr Ashit Vora/Mr. Preveen ,602, 6th Floor, Kingston, Tejpal Road, Near Railway Crossing,Vile Parle (East), Mumbai 400 057, Ph : 022- 26636731-34, 26135202-03 ; New Delhi: Mr Umesh Yadav/Mr C S Tiwari , 5 G&H, 5th Floor, Hansalaya Building, 15, Barakhamba Road, New Delhi - 110001, Ph: 011- 49537800; Pune: Mr Anand Shirke/Mr Sanjay Yelwande ,205 Business Guild ,Opp. Krishna Dining Hall, Law College Road, Erandawane, Pune – 411004, Ph : 020- 49031600/01; Rajkot: Mr. Shailesh Dhabhi/Mr. Sona Verghese, 202 Solitaire, 2nd Floor, Swami Vivekanand Marg, Near Municipal Commissioner Bungalow, Ramkrishna Nagar, Rajkot – 360017, Ph : 0281- 6194000; Secunderabad: Mr. Kalyan Chakravarthy/Mr Praveen Chary ,3rd Floor, 305 Jade Arcade, Opposite Paradise Hotel, M G Road, Secunderabad - 500003, Ph : 040- 40105200; Surat: Mr. Dipen Shah / Mr Nishant Trivedi ,A Wing , 2nd Floor 202 International Commerce Centre Bldg , ( ICC Bldg ),Near Kadiwala School , Majura Gate , Ring Road , Surat – 395002, Ph : 0261- 4081700; Vadodara: Mr. Ghanshyam Vyas/Mr Rashmin Jadhav, G1 Ground Floor, Shohan, 49 Alkapuri Society, Opp. HDFC Bank, Alkapuri, Vadodara – 390007, Ph : 0265- 6191300; Vishakhapatnam: Mr Satish ,Door No 9-1-224/4/3, 1st Floor, Nandan Nirman, CBM Compound, Near Rama Talkies Junction, Visakhapatnam – 530003, Ph : 0891 – 6603800. MUTHOOT SECURITIES LIMITED ADOOR - Ist Floor, Vilanilam Building, Near Private Bus Stand, Adoor, Pathanamthitta, Kerala - 691523, - Ph: 04734 323388, 04734 323377, ALWAYE - City Height, No: 308, Ist Floor, Near Private Bustand, Alwaye, Ernakulam, Kerala - 683101, - Ph: 0484 3102422, 0484 3102433, ANGAMALY – II nd Floor, Janatha Building, Church Junction, Angamaly, Ernakulam, Kerala - 683 572. - Ph: 0484 3106222, 0484 3102444, CHENGANNUR -Kannattu Shopping Complex, First Floor, Engg.College Road, Chengannoor,Kerala - 689121, Ph: 0479 3242666, 0479 3247555, CHENNA I-SJM House, No.52, Nelson Manikkam Road, Chennai, Tamil Nadu - 600094, - Ph: 044-23742242, 9025143745, HARIPPAD - 2Nd Floor , Prasanthy Shopping Complex East Of Town Hall Jn, Haripad, Alleppey, Kerala - 690514 - Ph: 0479 3248555, 0479 3242555, HYDERABAD - Flat No.101, 1st Floor, Reddy’s Enclave, Opp: SBH, KPHB Colony, Kukatppally, Hyderabad, Telangana – 500016 –Ph: 040-23155623, KADAVANTHRA -1St Floor, Alpha Plaza, K P Vallon Road, Kadavanthra, Cochin, Ernakulam, Kerala - 682 020 - Ph: 0484 3101171, 0484 3101181, KALAMASSERY - I St Floor, MIK Building, Kalamassery, Ernakulam, Kerala 683104 - Ph: 0484 3273555, 0484 3128422, KALPETTA - 2Nd Floor, Ammus Shopping Complex, Near Ananthaveera Theatre, Kalpetta, Wayanad, Kerala - 673121 - Ph: 04936 319933, 04936 347377, KANJIKKUZHY - Krishnapriya Arcade, Kanjikuzhy- Kottayam, Kerala - 686004 - Ph: 0481 3231555, 0481-3234555, KANNUR - First Floor, Union Complex, Near Makkani, South Bazar,Kannur, Kerala - 670002 Ph: 0497-3108632, 0497- 2970344, KARUKACHAL - Koodathumuriyil Building, Karukachal, Kottayam, Kerala - 686530 - Ph: 0481-3210111, 0481-3230300, KOLLAM - Muthoot Buildings, Vadayattukotta Road, Kollam, Kerala - 691 001 - Ph: 0474 3212555, 0474 3213555, KOTHAMANGALAM - 2Nd Floor, Mar Thoma Cheriapally Bldg, Near Canara Bank, Kothamangalam, Ernakulam, Kerala 686691 - Ph: 0485-3249555, 0485 3240812, KOTTARAKKARA - Muthoot Chambers, Pulamon P.O, Kottarakkara, Kollam, Kerala 691506 - Ph: 0474 3218555, 0474 3217555, KOTTAYAM – T B ROAD - Muthoot Crown Plaza, T.B Road, Kottayam, Kerala - 686001 - Ph: 0481 3212555, 0481 3218555, KOZHENCHERY - 1St Floor, Mulavoor Ayurvedic Pharmacy, Nedumprayar, Maramon P.O, Kozhenchery, Pathanamthitta, Kerala - 689549 - Ph: 0468 3206555, 0468 3209555, KUNDARA - P.B.No:11, Hospital Junction, Opp.Petrol Bunk, Kundara, Kollam, Kerala- - 691501 - Ph: 0474 3216555, 0474 3219555, KATTAPPANA - Kasamkulam Complex,Kundalampura Road,Kattappana, Kerala -686505 – Ph: 04868-274220, KOLKATA- 5th Floor, 7b, Middleton Street, Opposite Vardhan Market, Kolkata, West Bengal – 700071, Ph: 033 44045943, MANANTHAVADY -Kpc Building, Calicut Road, Mananthavady, Wayanad, Kerala – 670645,Ph: 04935--329522, MANJERY ± VW )ORRU 3DODVVHU\ %XLOGLQJ 2SS+HDG 3RVW 2I¿FH &RXUW 5RDG 0DQMHUL 0DODSSXUDP .HUDOD 3K 3266555, MAVOOR ROAD - CALICUT - 5/3403 C32, 3Rd Floor, Space Mall, Jaffekhan Colony Road, Mavoor road, Calicut, Kerala - 673004 - Ph: 0495 3215444, 0495 3219444, MUVATTUPUZHA - Chaitra Hotel Building, SNDP Juction ,1St Floor ,Muvattupuzha, Ernakulam, Kerala - 686661 - Ph: 0485-3246555, 0485- 3249333, NALANCHIRA - Kattuparambil Bldg, Kurisadi Jn., Nalanchira, Trivandrum, Kerala 695015, - Ph: 0471 3228555, 0471 3229666, NILAMBUR - Ground Floor ,VP Complex, Near Police Station ,Main Road Nilambur, Malapuram, Kerala - 679329, - Ph: 04931-344018, 04931-344019, OTTAPPALAM - J.R.J Complex & Enterprises, Ottapalam Palakkad, Kerala - 679101 , - Ph: 0466-3214555, 0466 3214333, PALA - Marian Complex, Kurisukavala Junction ,Pala, Kottayam, Kerala -686575 - Ph: 04822-311441, 04822- 323271, PALAKKAD - Chundakkayil Complex, Manjakulam Road, Palakad-14, Kerala - Ph: 0491 3266555, 0491 3268555, PATHANAMTHITTA - Aban Arcade, Ring Road, Pathanamthitta, Kerala - 691523, Ph: 0468 3202666, 0468-2220511, PATTAMBI - Building No. 654 G, 1St Floor, Chulliyil Bldg, Guruvayur Road, Pattambi, Palakkad, Kerala - 679303 - Ph: 0466 3214777, 0466 3214666, PATTOM - Tc 2/1992(3), Skyways Building, Pottakuzhi,Pattom, Thiruvanthapuram, Kerala -695004- Ph: 0471-3239111, 0471-3234007, PAYYANNUR - 3rd Floor, M.M. Centre Main Road, Payyanur, Kannur, Kerala ,670307 - Ph: 04985 322999, 04985 322844, PERUMBAVOOR - Near Dist. Hospital, A. M. Road, Perumbavur, Ernakulam, Kerala 683542 - Ph: 0484 3101211, 0484 3102411, RANNY - Othara Squre, Perumpuzha, Ranni., Pathanamthitta, Kerala 689672 - Ph: 0473 5320666, 0473 5325111, THIRUVALLA - Kackanattu Square , Tb Junction, Ramanchira, Thiruvalla, Pathanamthitta, Kerala - 689101, - Ph: 0469 3202555, 0469 3202666, THODUPUZHA - Punnamattathil arcade, KKR Junction, Manghat Kavala, Thodupuzha-East, Kerala – 685585,Ph: 04862--327555, THRIPUNITHURA - Ground Floor, Chinmaya Mission Bldg, Layam Rd, Tripunithara, Ernakulam, Kerala - 682301 - Ph: 0484 3101255, 0484 3101244, THYCAUD - Ground Floor, Muthoot Chambers, Near Sastha Temple, Thycadu, Trivandrum, Kerala - 695014 - Ph: 0471 3224555, 0471 3227555, TRICHUR WEST FORT - Venus Complex ,M.G Road ,West Fort, Trichur, Kerala - 680004 - Ph: 0487 3257111, 0487 3208388 (t), UDUPI - Mythri Complex, KSRTC Bus Stand, Udupi, Karnataka - 576101 - Ph: 0820 3209660, 0820 3202111, VIZAG - First Floor, Sri Mukha Complex, Dwaraka Nagar Main Road, Vizag, Andhra Pradesh - 530016, - Ph: 0891-3249505, 0891-3262386, VIJAYAWADA - Muthoot Securities Limited,D.NO.29-37-163 ,OPP. Sonovision,Eluru Road, Governor pet, Vijayawada, Andhra Pradesh - 520002, Ph: 0866-2431800, WADAKKANCHERY - Cornish Arcade, Opposite Mini Civilstation,Wadakkanchery, Thrissur, Kerala – 680582, Ph: 04884 326977, 04884-231011. 44 MUTHOOT FINANCE LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS
SMC GLOBAL SECURITIES LIMITED AGRA :- F- 4, Block No 35, Surya Kiran Building Near Metro Bar Sanjay Place Agra Ph no 7520787708, AHMEDABAD :- 10-A, Kalapurnam,C
INDIA INFOLINE LIMITED AGRA: India Infoline Limited - 23/10975-37, 12/12A, Block No. 118, Maruti Plaza, Sanjay Palace, Agra-282002, Ph: 0562-4013289-401329393; AHMEDABAD: ,QGLD ,QIROLQH /LPLWHG QG ÀRRUUG )ORRU WK )ORRU +LJK 6WUHHW , $ERYH 3URPDUW 6KRZURRP 2SS /DZ *DUGHQ 1HDU /DZ *DUGHQ &URVV 5RDG AHMEDABAD, 380006, Ph: 079-39874070; India Infoline Limited - 23/10975-37, 302-Amruta Arcade, Near Rasna Restaurant, Maninagar Cross Road,Maninagar,Ahm edabad-380008, Ph: 079-40509341; India Infoline Ltd - 23/10975-37RM Desk, 2nd Floor, High Street-1,Above Alfa Bazaar, Opp. Thakorbhai Desai Hall,Law Garden Road,Navrangpura, Ahmedabad-380006 Tel:9712916547. BANGALORE: India Infoline Limited - 23/10975-37, #31/9, Krimson Square, 2nd Floor, ABOVE VISHAL MEGAMART, Roopena Agrahara, Begur Hobli, Hosur main Road, Nr Silk Board junction, BANGALORE, 560068, Ph: 08067158118, 9902500445; India Infoline Limited - 23/10975-37, NO 11/2, 1ST FLOOR, ABOVE SANJEVANI, NEAR CONGRESS OFFICE QUEENS ROAD, BANGALORE-560052, Ph: 08042778215, 9986388824; India Infoline Ltd - 23/10975-37-SG007, South block, Manipal Centre, Deckenson Road Banglore-560042 Tel : 080-40931141/9243689412. BARODA / VADODARA: India Infoline Ltd - 23/10975-37 3rd Floor , Bhagwan Chambers, Opp. Circuit House , Alkapuri, Baroda - 390007.Tel : 9099960660.India Infoline Limited - 23/10975-37, 3rd Floor,Bhagwandas Chamber,Opp Circuit House, RC Dutt Road,Alkapuri, Baroda-390007, Ph: 0265-6197514/0265-6197504/535,8866445363; BHAVNAGAR: India Infoline Limited - 23/10975-37, 101,102 Sterling Centre, Above Kotak Mahindra Bank, Waghwadi Road, Bhavnagar-364002, Ph: 0278-3003132; BHUBANESHWAR: India Infoline Limited - 23/10975-37, 1st Floor, Somi Palace,M5/17,Acharya Vihar, Bhubaneshwar, 751013, Ph: 9937020268; CHANDIGARH: India Infoline Ltd - 23/10975-37-SCO-3015-3016, 2ND FLOOR, SEC-22D, Opp.Kisan Bhawan,CHANDIGARH, PIN CODE-160022.Tel:0172-4640524.India Infoline Limited - 23/10975-37, 2ND FLOOR, SCO 114-115, SECTOR 34A, CHANDIGARH, 160022, Ph: 0172-4988100; India Infoline Limited - 23/10975-37, SCO NO- 163,FIRST FLOOR,SEC-37C,, CHANDIGARH, 160036, Ph: 9915732400; CHENNAI: India Infoline Limited - 23/10975-37, India Infoline Tower,No.143, M.G.R. ROAD,NEAR LIFELINE HOSPITAL, PERUNGUDI, CHENNAI, 600096, Ph: 044-66093677; India Infoline Limited - 23/10975-37, Ganesh Complex,2nd Floor, 393/280/203 Anna Salai, Teynampet,Chennai-600018, Ph: 9940198750/9841755315/044-64628129,43009451; India Infoline Ltd - 23/10975-37- #1, Masilamani Street, Pondy bazar , T Nagar , Chennai - 600017.Tel : 9841755315 COIMBATORE: India Infoline Limited - 23/10975-37, No 657, 4th Floor, Tri Star Towers, Avanashi Road,Coimbatore-641037, Ph: 0422-4506694; DELHI / NEW DELHI: ,QGLD,QIROLQH/LPLWHG 5')/225DQGWKÀRRU$6+2.$ ESTATE,24,BARAKHAMBA ROAD,CONNAUGHT PLACE,, DELHI, 110001, Ph: 9971494100, 09811351186/09871047900; India Infoline Limited - 23/10975-37, IIFL, Plot No-98, Udyog Vihar Phase -IV, Gurgaon, Haryana PIN- 122016, Ph: 706512644; India Infoline Limited - 23/10975-37, 71/3 ,Ist Floor NAJAFGARH ROAD INDUSTRIAL AREA , MOTI NAGAR, DELHI, 110015, Ph: 9911185735; India Infoline Limited - 23/10975-37, F-316,317,304,306 ADITYA ARCADE, NO 30, COMMUNITY CENTRE, PREET VIHAR, DELHI, 110092, Ph: 9971494102; GURGAON: India Infoline Limited - 23/10975-37, IIFL, Plot No-98, Udyog Vihar Phase -IV, Gurgaon, Haryana PIN- 122016, Ph: 706512644; HYDERABAD: ,QGLD ,QIROLQH /LPLWHG 0\ +RPH 6DURYDU 3OD]D WK DQG WK ÀRRU 1R Shapurwadi, Adarsh nagar, Opp:- Secretariat, HYDERABAD, 500004, Ph: 040-44889518/7095317440 /040 42446805; India Infoline Limited - 23/10975-37, Flat No 208- 209, Second Floor, Chitanya Chambers, Chaitanyapuri, dilsukhnagar Hyderabad, HYDERABAD, 500060, Ph: 9347135586; INDORE: India Infoline Limited - 23/10975- 37, 106/107 1ST FLOOR AREAN HIGHTS AB ROAD OPP C21 MALL, INDORE, 452001, Ph: 0731-4221507; JAIPUR: India Infoline Limited - 23/10975-37, 403, DQG WK ÀRRU &LW\ 0DOO &% %KDJZDQ 'DV 5RDG & 6FKHPH -DLSXU 5DMDVWKDQ 3K ,QGLD ,QIROLQH /LPLWHG QG Floor, 112-7, Madhyam Marg, Vijay Path, Agarwal Farm, Mansarovar, JAIPUR, 302018, Ph: 0141-5161754; JODHPUR : India Infoline Limited - 23/10975-37, Flat No 202, Shree Plaza, Jaljog Chauraha, 658, Residency Road, Sardar Pura, Jodhpur, Rajasthan - 342001, Ph: 0291-5101824; KANPUR: India infoline Ltd 513-14,5th ÀRRU .DQ &KDPEHU 1HDU 83 6WRFN ([FKDQJH $GMDFHQW *UHHQ 3DUN 6WDGLXP &LYLO /LQHV .DQSXU ± KOCHI/COCHIN/ERNAKULAM: India Infoline Limited - 23/10975-37, I, II and III Floor Sana Tower M.G.Road, COCHIN, 682016, Ph: 0484-4028074; KOLKATA: India Infoline Limited - 23/10975-37, India Infoline Ltd. 5th, 7th and 9th Floor AC Market 1 Shakesphere Sarani, KOLKATTA, 700071, Ph: 9903956007/9038050542/033-44048609; LUDHIANA: India Infoline Limited - 23/10975-37, 504, 5th Floor, SCO - 18 , Feroze Gandhi Market ,Ludhiana (punjab)-141001, Ph: 0 161- 5047900 / 5096393; MUMBAI : India Infoline Ltd - 23/10975-37Off No-1A, Building No 105,Opp. Bharat House, Mumbai Samachar Marg, Fort, Mumbai - 400001. Tel : 9167997482/022-49142122/022- 49142100.India Infoline Limited - 23/10975-37-Mazznine Floor, Shop no 34, Natraj Market, Next to Vivah Sarees, S.V Road, Malad West, Mumbai 400064 India Infoline Ltd., |Hubtown Solaris|Ground Floor|N.S.Phadke Marg l Opp.Teli Galli| Andheri - East| Mumbai-400 069, Ph: 9892370013 India Infoline Limited - 23/10975- 37SHIV CENTER, OFFICE NO- 220, PLOT NO- 02, 2ND FLR, SECTOR -17, VASHI, NAVI MUMBAI 400703, 9773930082; India Infoline Limited - 23/10975-37 India infoline ltd ,shop no 4,Anuradha /Anuja chs ltd Manek nagar chandavarkar road borivali west, Ph: 996757667 IIFL Centre, Trade Tower, Wing B and Extension, Kamala City, Senapati Bapat Marg, Lower Parel, MUMBAI, 400013, Ph: 022-42499000; ; India Infoline Limited - 23/10975-37, IIFL House, Sun Infotech Park, Road No 16V,Plot No B-23,MIDC,Thane Industrial Area, Wagle Estate, THANE, 400604, Ph: 022-41035000; India Infoline Limited - 23/10975-37, C-34,Gr Flr, Shyam Kamal, C Wing, Agrawal Mkt, Vile Parle (E),Mumbai, MUMBAI, 400057, Ph: 022-26114371; NAGPUR: ,QGLD,QIROLQH/LPLWHG WKÀRRU6KUHHMHHNUXSDEXLOGLQJ Gandhi Square, New Itwari Road, Nagpur-440002, Ph: 0712-6684012/14; PATNA: India Infoline Limited - 23/10975-37, ASHIANA CHAMBER, EXHIBITION ROAD, PATNA, 800001, Ph: 9771435515; PUNE: ,QGLD ,QIROLQH /WG 3ORW 1R &76 2I¿FH 1R & $ERYH *UHHWZHO *RRGOXFN &KRZN 'HFFDQ Gymkhana Pune 411004. Tel : 9579556920/020-65212134India Infoline Limited - 23/10975-37, Lohia Jain IT Park, Survey No 150/A/1+2, Plot No 1, Kothrud, Paud Road,, PUNE, 411038, Ph: 020-41045855; RAJKOT: India Infoline Limited - 23/10975-37, 2nd & 3rd Floor, Millennum Square, Opp. Girnar Cinema, Phulchhab Press,, RAJKOT, 360001, Ph: 0281-6198333; RANCHI: India Infoline Limited - 23/10975-37, 4th Floor, Kaushalya Chambers,P P Compound,Ranchi-834001, Ph: 7549091319 & 7549012302; SURAT: India Infoline Limited - 23/10975-37, 701,702,709,710, 21st Century Business Centre, Ring Road,Surat, SURAT, 395002, Ph: 0261-4030656; RR EQUITY BROKERS PRIVATE LIMITED Ahmedabad: RR Equity Broker’s Pvt. Ltd. , 401, Abhijit-1, Opp. Bhuj Mercantile Bank, Mithakhali, 6 Road, Navrangpura, Ahmedabad-390009,Ph:079- 40211888, 32943827,26422714,26404241, Bangalore: RR Equity Broker’s Pvt. Ltd. S-111, Manipal Centre, 47, Deckenson Road, MG Road,Banglore-560042 080-42477177, Ph:080-42477177/03 Dehradun: RR Equity Brokers’s Pvt. Ltd. Shop No. 17 Shiva Palace 57/19 Rajpur Road Dehradun, Uttarakhand 248001,Ph : 0135-2714154; Faridabad: RR Equity Broker’s Pvt. Ltd. , Shop No. 55, 1st Floor, Near Flyover,Neelam Chowk, NIIT, Faridabad - 121001, Haryana, Ph: 0129-02427361 Jaipur: RR Equity Broker’s Pvt. Ltd., 7,Katewa Bhawan,Opp. Ganapati Plaza, M.I. Road, Jaipur- 302001, Ph: 0141-3235456, 5113317 Kolkata: RR Equity Broker’s Pvt. Ltd. 704,Krishna Bldg.,224,AJC Bose Road, Kolkata- 700017, Ph: 033-22802963/22806878 Lucknow: RR Equity Broker’s Pvt. Ltd. , G-32,Shriram Tower,13, Ashok Marg, Lucknow- 226001, Ph: 0522- 4057612, 2286518 Mumbai: RR Equity Broker’s Pvt. Ltd., 82/1, Apollo House, Ground Floor, Opposite Jammu & Kashmir Bank, Mumbai Samachar Marg, Mumbai 400023, MAHARASHTRA, Ph: +91-22-40544201/224/22702002 New Delhi: RR Equity Broker’s Pvt. Ltd. ,412-422, Indraprakash Building, 21, Barakhambha Road, New Delhi – 110001, 011-23354802 New Delhi: RR Equity Broker’s Pvt. Ltd. , N-24, Middle Circle, Connaught Place,
MUTHOOT FINANCE LIMITED 45 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS New Delhi – 110001, Ph: 011- 23353480, 23353768, Vadodara: RR Equity Broker’s Pvt. Ltd. , 222 Siddharth Complex, RC Dutta Road. Alkapuri, Vadodra- 390007, Ph: 0265-2353095/2353195 G Road ,Near Municipal Market, Ahmedabad 380003 Ph no 9825612323, 09727799200, BANGALORE :- 2003/2, 2nd Floor, (above tata docomo showroom), 100 ft road, HAL 2nd Stage, Bangalore-560008 Ph no 09739161699, CHENNAI:- 6DO]EXUJ VTXDUHÀDW QR UG )ORRU'RRU QR +DUULQJWRQ Road Chetpet,Chennai-600 031. DEHRADUN VKLYD SDODFH VHFRQG ÀRRU UDMSXU URDG 'HKUDGXQ 3K QR HISSAR :- Mago Securities Ltd 104, SCF Gram, 1st Floor Green Square Market Hissar Ph no 09416023332 HYDERABAD/SECUND’BAD UG ÀRRU %KXYDQD 7RZHUV $ERYH &05 Exclusive, S D Road SECUNDERABAD, 500003 INDORE :- 206,Gold Arcade 3/1 New Palasia Opp Curewell hospital, Indore, M P Ph no 9826062666 JAIPUR :- 401, fourth Floor Shyam Anukampa Opp HDFC BANK Ashok Marg C scheme Jaipur Ph no 9928882771 J AMSHEDPUR :- K2-L1 Tiwary Becher Complex ,P.O. Bistupur ,Jamshedpur 831001 Ph no 9934399678 KANPUR :- shop no : G-21, Ground Floor City Centre The Mall Kanpur -228001 ph no 9305358433 KOLKATA :- 18, Rabindra Sarani Podder Court Gate NO 4, 5th Floor Kolkatta -700001 Ph no 09933664479 LUCKNOW :- Radha Krishna Bhawan, Plot No. 3/A, 5 Park Road, Lucknow Ph no 9839826932 MUMBAI :- 258,Perin Nariman Street First Floor Fort mumbai -400001 Ph no 09821111219, 9930055430 NEW DELHI/DELHI :- 17 , Netaji Subhash Marg, Opp. Golcha Cinema Daryaganj, New Delhi-110 002 Ph no 9818620470 , 9810059041, 6B, First Floor Himalaya House 23, K G Marg Connaught place New Delhi -110 001 Ph no 9958696929 9180469955, 503, Ansal Bhawan Barakhamba Road New Delhi -110001 Ph no 9871626464 NOIDA :- 106-Ocean Plaza .P-5 SEC-18, NOIDA-201301 Ph no 9717000378 PUNE :- 3RD Floor, 1206/4B, Durgashankar Building, Beside Khetan Medical Behind Shubham hotel, JM Road Pune 411004 RAJKOT :- 401-Star Chambers, Harihar Chowk, Nr. Panchnth Mandir, Rajkot-360001 Mob - # +91 8000903984, Tel – 0281-3017965 SURAT:- 316, Empire State Building, Near Udhna Darwaja, Ring Road, SURAT-395002. Tel No.: 0261-4005017
KOTAK SECURITIES LIMITED AHMEDABAD: Kotak Securities Limited., 207, 2nd Floor, Sakar-II, Ellisbridge Corner, Ashram Road.P:26587276; BANGALORE: Kotak Securities Limited., ‘Umiya Landmark’–II Flr., No:10/7 -Lavelle Rd.P: 66203601; CHENNAI: Kotak Securities Limited., GRR Business Cneter, No.21, Vaidyaraman Street, T Nagar.P:66462000; COIMBATORE: Kotak Securities Limited., 1st Floor, Red rose chamber, 1437,Trichy road.P: 6699666; HYDERABAD: Kotak Securities Limited., 1-8-179/2/A,1st Floor, Usha Kiran Complex, Above HDFC Bank, P G Road, Secunderabad – 500 003. Tel: 040-47009661;; INDORE: Kotak Securities Limited., 314, Citi Centre, 570, M.G. Road.P:2537336; KOCHI: Kotak Securities Limited., 40/1400, 11th Floor, Ensign Enclave, Jos Junction, M.G. Road.P: 2377386; KOLKATTA: Kotak Securities Limited., “Govind Bhawan” Ground Floor, 2 Brabourne Road, P: 033-66156200; MANGALORE: Kotak Securities Limited., No.4, 3rd Floor, The Trade Centre, Jyoti Centre, Bunts Hostel Road, Near Jyoti Circle, P: 424180; MUMBAI: Kotak Securities Limited., 32, Gr Flr., Raja Bahadur Compound, Opp Bank of Maharashtra, Fort, Mumbai-400 023.Tel:22655074; NEW DELHI: Kotak Securities Limited., 202-217, 2nd Floor, Ambadeep Building, 14, Kasturba Gandhi Marg.P:66313131; SURAT: Kotak Securities Limited., Kotak House, K G Point, 1st Floor, Nr.Ganga Palace, Opp.IDBI Bank, Ghoddod Road.P: 2254553; A.K. STOCKMART PRIVATE LIMITED AGRA - A K STOCKMART PVT LTD C/O IKITA GUPTA IKITA GUPTA 9 SBI COLONY 1ST FLOOR OPP SUBHASH PARK MG ROAD 282002, AHMEDABAD - A K STOCKMART PVT LIMITED KARURANAKARAN MUDLIAR 101, “KAIVANNA”, NEAR CENTRE POINT, PANCHAVATI CIRCLE, OFF. C.G. ROAD 380009, BANGALORE - A K STOCKMART PVT LIMITED NAVEEN SUBBARAO OFFICE NO.709/710, 7TH FLOOR, BRIGADE TOWER, NO – 135, BRIGADE ROAD 560025 BHAVNAGAR - A K STOCKMART PVT LTD C/O SIDDHARTH UDAYBHAI SARVAIYA SIDDHARTH UDAYBHAI SARVAIYA B/11-12 RADHESHYAM COMPLEX BELOW IDBI BANK WAGHAWADI ROAD 364002, BHILWARA - A K STOCKMART PVT LTD C/O ANIL KUMAR LADHA ANIL KUMAR LADHA 1-N-58 R.C.VYAS COLONY NEAR WATER TANKI 311001, A K STOCKMART PVT LTD C/O PR FINANCIAL CONSULTANTS PVT LTD PRABIR KUMAR RATH 18 BAPUJI NAGAR 751009, CHENNAI - A K STOCKMART PVT LIMITED I DHINAKARAN NO.17A,1ST FLOOR, WELLINGTON ESTATE, ETHIRAJ SALAI, EGMORE 600008, COIMBATORE - A K STOCKMART PVT LTD C/O BISWA PRASAD DAS BISWA PRASAD DAS 2ND FLOOR KB COMPLEX STATION ROAD NEAR HP PETROL PUMP COLLEGE SQUARE 753003, A K STOCKMART PVT LTD C/O VIKASH SRIVASTAVA VIKASH SRIVASTAVA KAIBALYA 1ST FLOOR LINK ROAD ABOVE ING VYASA BANK 753012, DHANBAD - A K STOCKMART PVT LTD C/O POONAM AGARWAL POONAM AGARWAL NARAYANI SECURITIES 307 SAI RAM 09864014385LAZA BANK MORE 826001, GORAKHPUR - A K STOCKMART PVT LTD C/O DHIRAJ KUMAR GUPTA DHIRAJ KUMAR GUPTA 1ST FLOOR RAM GOVIND COMPLEX OPP RAJ CINEMA SUMER SAGAR ROAD 273001, GUWAHATI - A K STOCKMART PVT LTD C/O AMIT INVESTMENT RATANLAL JAIN 1ST FLOOR ROOM NO.1 KAMAKHYA UMANANDA BHAWAN A.T. ROAD 781001, A K STOCKMART PVT LTD C/O PARAS MAL JAIN PARAS MAL JAIN SARAF BLDG ANNEX R NO 5 3RD FLOOR AT ROAD 781001, HISSAR - A K STOCKMART PVT LTD C/O INDRAWATI SHARMA INDRAWATI SHARMA BLD-22-24 PUSHPA COMPLEX 125005 JAIPUR - A K STOCKMART PVT LTD C/O HEM SECURITIES LTD BABITA 203 JAIPUR TOWER M.I RD 302001 JAMNAGAR - A K STOCKMART PVT LTD C/O ALPESH N DATTANI ALPESH N DATTANI 2-A SECOND FLOOR AVANTIKA COMPLEX LIMDA LANE 361001, JODHPUR - A K STOCKMART PVT LTD C/O VIRENDRA MEHTA VIRENDRA MEHTA 204 POONAMCOMPLEX SARDARPURA 3RD ROAD 342003, KANPUR - A K STOCKMART PVT LTD C/O SPFL SECURITIES LIMITED NEERAJ JAIN GROUND FLOOR 2G KAN CHAMBER 14/113 CIVIL LINES 208002, KOLKATA - A K STOCKMART PVT LIMITED SUMAN BANERJEE OM TOWERS,UNIT NO.1408, 14TH FLOOR,32,J.L.NEHRU ROAD 700071 MUMBAI - A K STOCKMART PVT LIMITED PARAG ZAVERI 30-39, FREE PRESS HOUSE, 3RD FLOOR, FREE PRESS JOURNAL MARG, 215, NARIMAN POINT 400021 MUZAFFAR NAGAR - A K STOCKMART PVT LTD C/O MANI KANTA JAIN MANI KANTA JAIN 15-D VAKIL ROAD NEW MANDI 251001, NEW DELHI - A K STOCKMART PVT LIMITED SANDEEP SHARMA 609,6TH FLOOR, ANTRIKSH BHAWAN, 22 KASTURBA GANDHI (K.G)MARG, CONNAUGHT PLACE, 110001, NOIDA - A K STOCKMART PVT LTD C/O SHIPRA RAI SHIPRA RAI C/O WEALTH DIRECT SF-20 2ND FLOOR ANSAL FORTUNE ARCADE SECTOR-18 201301, PUNE -A K STOCKMART PVT LIMITED MAKARAND JOSHI OFFICE NO. 705, 7 TH FLOOR, SOHRAB HALL, 21, SASOON ROAD 411001 SURAT - A K STOCKMART PVT LTD C/O CONCEPT SECURITIES PVT. LTD HEMANT ISHVERLAL DESAI 401 EMPIRE STATE BUILDING NR. UDHNA DARWAJA RING ROAD 395002, SURENDRANAGAR - A K STOCKMART PVT LTD C/O DAMYANTIBEN HARIVALLABHBHAI JANI DAMYANTIBEN HARIVALLABHBHAI JANI 2-A SECOND FLOOR AVANTIKA COMPLEX LIMDA LANE 361001, VADODARA - A K STOCKMART PVT LTD C/O NISHIL MARFATIA NISHIL MARFATIA 216 402- GLAXY COMPLEX NEAR PIZZA INN JETALPUR ROAD 390007.
46 MUTHOOT FINANCE LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS
TRADING MEMBERS The Trading Members shall accept Application Forms only in such cities/ towns where the banking branches (escrow banks) are available. Details of such branches of the Escrow Banks where the Application Form along with the cheque/ demand draft submitted by a Non ASBA applicant shall be deposited by the Trading Members are available on the websites of NSE and BSE at www.nseindia.com and www.bseindia.com, respectively. Sr. Name of the Bank Controlling Branch & Address Contact Person Telephone Number Fax Number Email No. 1. Axis Bank Ltd. Centralised Collections and Payment Hub (CCPH) Mr. Sunil Fadtare 022-71315906, 9819803730 022- 71315994 [email protected] 5th Floor, Gigaplex, Building No. 1, Plot No. Assitant Vice President I.T.5, MIDC, Airoli Knowledge Park, Airoli, Navi Mumbai – 400708 2. Andhra Bank 18 Homi Modi Street,P B No 114,Nanavati Seshagiri Rao Jonnakuti 02222026088/22047626 - [email protected] Mahalaya,Fort Mumbai Maharastr 400023 3. Allahabad Bank Allahabad Bank, Fort Branch, 37, Mumbai Shri R Pradeep Kumar (022)-22623224 - [email protected] Samachar Marg Mumbai, Maharashtra 400 023 4. Bank of Baroda 0XPEDL0DLQ2I¿FH0XPEDL Mr. Sonu A. Arekar 022-40468314, 40468307, 022-22835236 [email protected] Samachar Marg, Fort, Mumbai-23 5. Bank of Maharashtra Fort Branch, 1st Floor, Janmangal, 45/47, SHRI. V R Kshirsagar 022-22694160 22652595 22663947 022-22681296 [email protected]; Mumbai Samachar Marg, Mumbai – 400023 (DGM) [email protected] 6. BNP Paribas BNP Paribas House, 1, North Avenue, Maker Mr. Ashish. Chaturvedi, (022) (022) 61964595(022) [email protected] Maxity, Bandra Kurla Complex, Bandra (East), Mr. Dipu SA, Ms Prathima 61964570/61964594/61964592 61964595(022) [email protected] Mumbai – 400051 Madiwala 61964595 [email protected] 7. Barclays Bank PLC Barclays Bank PLC 601/603 Ceejay House, Parul Parmar +91- 22 6719 6400/ 6575 +91- 22 6719 6996 [email protected] Shivsagar Estate, Dr Annie Besant Road, Worli, Mumbai – 400018 8. Bank of India Phiroze Jeejeebhoy Tower, (New Stock Shri Navin Kumar 022-22723631/1677/ 9619810717 022-22721782 stockexchange.Mumbai, Exchange Bldg), P. J. Tower, Dalal Street, Fort, Pathak, Senior Manager VRXWK#EDQNR¿QGLDFRLQ Mumbai – 400 023. 9. Corporation Bank Capital Market Branch, Ist Floor, Earnest Mr. Amod Kumar 022-22841406/22842764, 022-22843823 [email protected] House, NCPA Marg Nariman Point, Mumbai-400021 9870340031 10. CITI Bank Citigroup Center, Plot No C-61, Bandra-Kurla S Girish 022-26535504, 98199 12248 022-26535824 [email protected], [email protected] Complex, Bandra (E), Mumbai - 400 051 11. Central Bank of India *URXQGÀRRU&HQWUDO%DQNRI,QGLD&HQWUDO Mr. Vineet Bansaj 022- 22623148, 22623149 022-22623150 [email protected] Bank Building, Fort, Mumbai 400001 12. Canara Bank Canara Bank, Capital Market Service Mr. Arvind Namdev 022-22661618/ 22692973/ 022-22664140 [email protected], %UDQFKWKÀRRU+LPDOD\D+RXVH Pawar 9769303555 [email protected], Mata Ramabai Ambedkar, Marg, MUMBAI-400 001 [email protected] 13. City Union Bank Ltd. 48, Mahalakshmi St., T. Nagar, Sivaraman 044 - 24340010, 24343517, 044 - 24348586 [email protected] Chennai - 600017.Tamil Nadu. 24346060, 24348586, 9380286558, 9382642081 9380286558 14. DBS Bank Ltd. DBS Bank Ltd, Fort House, 221, Dr. D.N. Road, Amol Natekar +91 22 6613 1213 +91 22 6752 8470 [email protected] Fort, Mumbai, 400 001 15. Dena Bank Capital Market Branch, 17 B-Horniman Circle., D. Nanji Bldgs., Branch Manager 022-22661206/22702881 022-22694426/ [email protected] Mumbai-400023 22702880 16. Deutsche Bank Sidrah, 110, Swami Vivekananda Road, Khar (West), Ms. Hetal Dholakia (91) (022) 6600 9428 (91) (022) - [email protected] Mumbai 400052 6600 9419 [email protected]; [email protected]. 17. HSBC Ltd. 3rd Floor, PCM Dept. Umang, Plot CTS No. Mr Jagrut Joshi (022) 67115485/ 9870403732 (022) 66536005 jagrutjoshi@hsbc.co.in 1406-A/28, Mindspace, Malad (West) Mumbai DGGUHVVRI,322SHUDWLRQVRI¿FH 18. HDFC Bank Ltd. FIG – OPS Department HDFC Bank Ltd Lodha Vincent Dsouza / 022-30752929 / 2927 / 2928 - [email protected], - I Think Techno CampusO-3 Level Next to Siddharth Jadhav / siddharth.jadhav@hdfcbank. Kanjurmarg Railway Station Kanjurmarg (East) Prasanna Uchil com,[email protected] Mumbai - 400042 19. ICICI Bank Ltd. ICICI BANK LIMITED, Capital Market Roshan Tellis 022-22859874/803 022-22611138 [email protected] Division, 1st Floor, 122, Mistry Bhavan, Dinshaw Vachha Road, Backbay Reclamation, Churchgate, Mumbai 20. IDBI Bank Ltd. IDBI Bank Limited Central Processing Unit, Shri. Naveen Nischal HP 022- 66700525 / 685 - [email protected] / Sarju House, 3rd Floor, Plot No 7, Street No. / Shri Viral Barodia [email protected] 15, Andheri MIDC, Andheri (E), Mumbai.Pin : 400093 21. Indian Bank Nandanam Branch- 480 Anna Salai, Nandanam Mr. V Muthukumar, Mr. 044 24330233 044 24347755 [email protected] 600035 M Veerabahu 22. IndusInd Bank IndusInd Bank Ltd. Fort Branch Sonawalla Bldg, Yogesh Adke Dy. Vice 022-66366589 / 91 / 929833670809 022-22644834 [email protected] Mumbai Samachar Marg, Fort, Mumbai 400001 President 23. Indian Overseas Bank Mexxanine Floor, Cathedral Branch, 762 Anna Mr. V. Srinivasan 044 - 28513616 - [email protected] Salai, Chennai 600 002 24. J P Morgan Chase Bank J.P. Morgan Tower, Off C.S.T. Road, Kalina Mahesh Aras 022-61573811 022-61573949 [email protected] Santacruz - East, Mumbai - 400 098 [email protected] 25. Janata Sahakari Bank Ltd. N S D L Department Bharat Bhavan, 1360, Shri. Ajit Manohar +91 (20) 24431011 Telephon : +91 (20) 24431014 [email protected] Shukrawar Peth, Pune -411002 Sane+91 9960239391 +91 (20) 24431016Mobile : +91 9503058993 26. Karur Vysya Bank Ltd. Demat Cell, Second Floor No 29, Rangan Maruthi Kumar 044- 24340374 044-24340374 [email protected], Street, T Nagar, Chennai - 600 017 Yenamandra [email protected] 27. Karnataka Bank Ltd The Karnataka Bank Ltd Mangalore–H O Ravindranath Baglodi Ph: 0824-2228139 /140 /141 Fax: 0824-2228138 [email protected] Complex Branch Mahaveera Circle Kankanady [Sr.Manager] Mangalore – 575002 28. Kotak Mahindra Bank Ltd. .RWDN,Q¿QLWL th )ORRU%XLOGLQJ1R,Q¿QLW\ Prashant Sawant D-+91 22 6605 6959M-+91 +91 66056642 [email protected] Park, Off Western Express Highway, General AK 9967636316 Vaidya Marg, Malad(E) 29. Mehsana Urban Co-Op. Bank Ltd. +HDG2I¿FH8UEDQ%DQN5RDG+LJKZD\ Branch Manager +91-2762-251908 +91-2762-240762 [email protected] Mehsana – 384002
MUTHOOT FINANCE LIMITED 47 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS
Sr. Name of the Bank Controlling Branch & Address Contact Person Telephone Number Fax Number Email No. 30. Nutan Nagrik Sahakari Bank Ltd. Opp Samratheshwar Mahadev, Nr, Law Miti Shah 9879506795 7926564715 smiti@[email protected] Garden, Ellisbbridge, Ahmedabad-380006 31. Oriental Bank of Commerce 67, Bombay Samachar Marg, Sonawala Building, Shri Navneet Sharma, 022-22654791/95 022-22654779 [email protected] Fort, Mumbai -400001 Branch Manager; 022-22654797 0V1HKD2I¿FHU 022-43430710 / 022-43430701 32. Punjab National Bank Capital Market Services Branch, PNB House, Sh. K Kumar Raja Tel – 022- 22621122, 22621123, 022 – 22621124 [email protected] Fort, Sir P.M.Road Mumbai 33. Punjab & Sind Bank Rajindera Place- 21 Rajindra Place Bank Rajesh C Pandey 011- 25825784/25711836 - [email protected] House New Delhi-110008 34. RBL Bank Limited Techniplex – I, 9 th Floor, Off Veer Savarkar Shashikant Sanil 022-40288193, 022-40288196, 022-40288195 [email protected] Flyover, Goregaon (West), Mumbai – 400062. 022-40288197 35. Rajkot Nagarik Sahakari Bank Ltd. Nagrik Bhavan No 1 Parabazar Dhebarbhai Shri Yogesh Raveshiya 9427495222 (0281) 2233916/17/18 [email protected]; Road Rajkot [email protected] 36. State Bank of Hyderabad Gunfoundry, Hyderabad Sri Ashok Kulkarni 040-23387325 040-23387743 [email protected] 37. State Bank of Travencore Anakatchery Buildings, Y M C A Road, Statue, P. P. Muraleedharan 0471-2333676 0471-2338134 [email protected] Thiruvananthapuram-695001 38. State Bank of Bikaner & Jaipur Financial Super Market Branch, Apex Mall, Shri N K Chandak 0141-27444159413398505 0141-2744457 [email protected] Tonk Road, Jaipur [email protected] 39. State Bank of India State Bank of India, Capital Market Ms. Raviti Telephone:022-22094932 022-22094921 [email protected], Branch(11777),Videocon Heritage Mobile:9870498689 Building(Killick House),Charanjit Rai Marg, Fort, Mumbai – 400 001. 40. Standard Chartered Bank Crescenzo, 3rd Floor, C/38-39, G-Block, Rohan Ganpule 022 - 61157250 / 022 - 61157234 022 -26757358 [email protected] Opposite MCA Club, Bandra-Kurla Complex, Bandra [East], Mumbai 400-051 41. Syndicate Bank Capital Market Service Branch, 26A, First P Padmavathy Sundaram, 022-22621844 022-22700997 [email protected]/ Floor, Syndicate Building, P.M. Road, Fort, Chief Manager [email protected] Mumbai. 42. South Indian Bank ASBA Cell (NODAL OFFICE) 2nd Floor, John K Mechery 9645817905 0484-2351923 [email protected] Shanu Towers, North Kalamassery, Ernakulam, Kerala - 683 104 43. State Bank of Patiala CO 99-102, Sector - 8C, Chandigarh Shri. Amarjit Singh Girn 0172-2779116, 2546124, 0172-2546080 [email protected] 254386809779586096 44. State Bank of Mysore P. B. No. 1066. # 24/28, Cama Building, Dalal Shailendra kumar 7208048007022- 22678041 022-22656346 [email protected] Street, Fort, Mumbai -400 001 [email protected] 45. The Federal Bank Limited ASBA CELL, Retail Business Dept., Federal Dhanya Dominic 0484-2201847 4842385605 [email protected] Bank, Marine Drive, Ernakulam 682031 [email protected] [email protected] 46. Tamilnad Mercantile Bank Ltd. Tamilnad Mercantile Bank Ltd.,Depository Mr. N. Rajasegaran 044-26192552 044-26204174 [email protected] Participant Services Cellthird Floor, Plot No.4923, Ac/16,2nd Avenue, Anna Nagar (West),Chennai - 600 040, Tamilnadu, India 47. The Kalupur Commercial Co- Kalupur Bank Bhavan, Nr. Income Tax Circle, Jay V. Pathak Manager 079-27582028 079-27544666 [email protected] Operative Bank Ltd. Ashram Road, Ahmedabad-380 014 48. The Lakshmi Vilas Bank Ltd. Bharat House, Ground Floor, 104, Bombay S Ramanan 022-22672255-22672247(M)- 022-22670267 [email protected] Samachar Marg, Fort Mumbai - 400 001. 22673435(CM) 49. The Surat Peoples Co-op &HQWUDO2I¿FH9DVXGKDUD%KDYDQ Mr. Iqbal Shaikh 0261-2464577 0261-2464577,592 [email protected] Bank Ltd Timaliyawad, Nanpura, Surat – 395001 50. The Saraswat Co-operative Madhushree, Plot No. 85, District Business Mr. Ajit Babaji Satam 022-27884161 27884162 022-27884153 [email protected] Bank Ltd. Centre, Sector – 17, Vashi, Navi Mumbai – 400703 27884163 27884164 51. Tjsb Sahakari Bank Ltd 2nd Floor, Madhukar Bhavan, Road No.16, Wagle Estate Department Head 022-25838525/530/520 [email protected] 52. Union Bank of India Mumbai Samachar Marg,66/80, Mr. D B JAISWAR 022-22629408 022- 22676685 MDLVZDU#XQLRQEDQNR¿QGLDFRP Mumbai Samachar Marg, Post Bag No.253 & 518, Fort, Mumbai - 400023. 53. UCO Bank Mumbai Main (Retail) Br., UCO Bank Bldg., Manager 022 40180117 022-2222870754 [email protected] D. N. Road, Mumbai- 400 023 9022457840 54. United Bank of India Global Cash Management Services Hub, 4th AGM (CMS & Demat) 332262417503322624176 [email protected] Floor, United Bank of India, United Tower, [email protected] +HDG2I¿FH+HPDQWD%DVX6DUDQL.RONDWD± [email protected] 55. Vijaya Bank +HDG2I¿FH%OGJ0*5RDG%DQJDORUH Branch Manager 080-25584385 080-25584281 [email protected] 56. Yes Bank Ltd. YES Bank Limited, Indiabulls Finance Centre, Alok Srivastava / 022 3347 7374/ 7259/ 7251 022 24214504 [email protected] Tower -II , 8th Floor, Senapati Bapat Marg, Shankar Vichare / Elphinstone Road, Mumbai – 400 013. Avinash Pawar ASBA Applicants may approach any of the above banks for submitting their application in this Offer. For the complete list of SCSBs and their Designated Branches please refer to the website of SEBI (http://www.sebi.gov.in/cms/sebi_data/attachdocs/1365051213899. html). A list of SCSBs is also displayed on the website of BSE and NSE at www.bseindia.com and www.nseindia.com, respectively. Printed byPrinted : www.westernpress.in
48 MUTHOOT FINANCE LIMITED