Prospectus February 12, 2014 MUTHOOTTU MINI FINANCIERS LIMITED Our Company was originally incorporated on March 18, 1998 as a private limited company under the provisions of the Companies Act, 1956 as Muthoottu Mini Financiers Private Limited. Our Company was converted into a public limited company with the name “Muthoottu Mini Financiers Limited” on receipt of a fresh certificate of incorporation consequent to change in status on November 27, 2013 from the Registrar of Companies, Kerala and Lakshadweep. Our Company is Registered as a Non-Banking Financial Company with the Reserve Bank of India under Section 45-IA of the Reserve Bank of India Act, 1934(2 of 1934) Registered Office:994, Muthoottu Buildings, Kozhencherry, Pathanamthitta – 689 641, Kerala, India; Tel.: +91 468 231 0148; Fax: +91 468 231 4390; Corporate Office: Mini Muthoottu Tech Towers, Kaloor, Cochin – 682017, Kerala, India; Tel.: +91 484 410 1050; Fax: +91 484 410 1027 Website: www.minimuthoottu.com For details of changes in Name and Registered Office, please refer to the chapter History“ and Certain other Corporate Matters”on page 92. Compliance Officer and Contact Person: Ms. Priya Menon Tel.:+91 484 410 1078; Fax: +91 484 410 1027; E-mail: [email protected] PUBLIC ISSUE BY MUTHOOTTU MINI FINANCIERS LIMITED, (“COMPANY” OR “ISSUER”) OF SECURED, REDEEMABLE, NON-CONVERTIBLE DEBENTURES OF FACE VALUE OF `1,000 EACH, (“NCDS”), AGGREGATING UPTO `10,000 LACS, HEREINAFTER REFERRED TO AS THE “BASE ISSUE” WITH AN OPTION TO RETAIN OVER-SUBSCRIPTION UPTO `10,000 LACS AGGREGATING TO A TOTAL OF UPTO `20,000 LACS, HEREINAFTER REFERRED TO AS THE “OVERALL ISSUE SIZE”. GENERAL RISKS Investors are advised to read the Risk Factors carefully before taking an investment decision in the Issue. For taking an investment decision, the investors must rely on their own examination of the Issuer and the Issue, including the risks involved. Specific attention of the investors is invited to the chapter titled “Risk Factors” on pages 12 to 31. This document has not been and will not be approved by any regulatory authority in India, including the Reserve Bank of India (“RBI”), the Securities and Exchange Board of India (“SEBI”), any registrar of companies or any stock exchange in India. ISSUER’S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Prospectus contains all information with regard to the Issuer and the Issue, which is material in the context of the Issue, that the information contained in this Prospectus is true and correct in all material respects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this 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 NCDs proposed to be issued under this Issue have been rated ‘BB+’ [Double B Plus] by CARE for an amount of up to `20,000 lacs vide its letter dated January 28, 2014. The rating of NCDs by CARE indicates instruments with this rating are considered to have moderate risk of default regarding timely servicing of financial obligations. The rating provided by CARE may be suspended, withdrawn or revised at any time by the assigning rating agency and should be evaluated independently of any other rating. These rating are not a recommendation to buy, sell or hold securities and investors should take their own decisions. Please refer to page 236 for the rationale for the above rating. LISTING The NCDs offered through this Prospectus are proposed to be listed on the BSE Limited (“BSE”). Our Company has obtained ‘in-principle’ approval for the Issue from BSE vide their letter(s) dated February 7, 2014. BSE shall be the Designated Stock Exchange for this Issue. PUBLIC COMMENTS The Draft Prospectus dated January 31, 2014 was filed with BSE i.e. the Designated Stock Exchange pursuant to the regulation 6(2) of the SEBI Debt Regulations for public comments for a period of 7 (seven) Working Days i.e. until 5 p.m. on February 7, 2014. LEAD MANAGERS TO THE ISSUE SBI CAPITAL MARKETS LIMITED VIVRO FINANCIAL SERVICES PRIVATE LIMITED 202, Maker Tower “E”, Manu Mansion, 16-18, Shahid Bhagatsingh Road, Cuffe Parade, Mumbai – 400 005, Opp. Old Custom House, Fort, Mumbai – 400023, Maharashtra, India Maharashtra, India Tel: +91 22 2217 8300 Fax: +91 22 2218 8332 Tel.: +91 22 2265 7364 Fax: +91 22 2265 8406 Email: [email protected] Email: [email protected] Investor Grievance Email: [email protected] Investor Grievance Email: [email protected] Website: www.sbicaps.com Website: www.vivro.net Contact Person : Kavita Tanwani/ Sambit Rath Contact Person: Keval Gandhi Compliance Officer: Bhaskar Chakraborty Compliance Officer: Jayesh Vithlani SEBI Registration No.: INM000003531 SEBI RegistrationNo.: INM000010122 DEBENTURE TRUSTEE REGISTRAR TO THE ISSUE IL&FS TRUST COMPANY LIMITED LINK INTIME INDIA PRIVATE LIMITED The IL&FS Financial Center, C- 13 Pannalal Silk Mills Compound, Plot No. C – 22, G Block, 3rd Floor, LBS Marg, Bhandup (West), Bandra Kurla Complex, Bandra (East), Mumbai – 400078, Maharashtra, India Mumbai – 400051, Maharashtra, India Tel: +91 22 2596 7878; Fax: +91 22 2596 0329 Tel: +91 22 2653 3333; Fax: +91 22 2653 3297 Email: [email protected] Email: [email protected] Investor Grievancemail: [email protected] Website: www. itclindia.com Website: www.linkintime.co.in Contact Person: Amit Gurbani Contact Person: Sachin Achar SEBI Registration Number: IND000000452 SEBI Registration Number: INR000004058 ISSUE SCHEDULE Issue Opens on Wednesday, February 19, 2014 Issue Closes on Wednesday, March 12, 2014* *The subscription list for the Issue shall remain open for subscription upto 5 pm,with an option for early closure or extension by such period, upto a period of 30 days from the date of opening of the Issue, as may be decided at the discretion of the duly authorised committee of Directors of our Company subject to necessary approvals. In the event of such early closure of the Issue or extension of the Issue, our Company shall ensure that notice of such early closure or extension of the Issue is given as the case may be on or before such early date of closure or the initial Closing Date through advertisement/s in a leading national daily newspaper. For further details please refer to “General Information – Issue Programme” on page 38. IL&FS Trust Company Limited has,by its letter dated January 31, 2014, given its consent for its appointment as Debenture Trustee to the Issue and for its name to be included in this Prospectus and in all the subsequent periodical communications sent to the holders of the Debenture issued pursuant to this Issue. For further details please refer to “General Information – Debenture Trustee” on page 34. A copy of the Prospectus and written consents of our Directors, our Company Secretary and Compliance Officer, our Chief Financial Officer our Auditor, the Lead Managers,the Registrar to the Issue, Escrow Collection Bank(s), Refund Bank, Credit Rating Agencies, the legal advisor, the Bankers to our Company, the Debenture Trustee, and the Syndicate Member to act in their respective capacities shall be filed with the Registrar of Companies, Kerala and Lakshadweep, in terms of section 56 and section 60 of the Companies Act, 1956 and other applicable provisions of the Companies Act, 2013 along with the requisite endorsed/certified copies of all requisite documents. For further details please refer to the chapter titled “Material Contracts and Documents for Inspection” beginning on page 230. TABLE OF CONTENTS SECTION I - GENERAL ........................................................................................................................................... 1 DEFINITIONS AND ABBREVIATIONS............................................................................................................. 1 PRESENTATION OF FINANCIAL, INDUSTRY AND OTHER INFORMATION ........................................ 9 FORWARD LOOKING STATEMENTS............................................................................................................ 10 SECTION II - RISK FACTORS.............................................................................................................................. 12 SECTION III ± INTRODUCTION ......................................................................................................................... 32 GENERAL INFORMATION............................................................................................................................... 32 SUMMARY OF BUSINESS, STRENGTHS AND STRATEGIES.................................................................... 39 THE ISSUE ............................................................................................................................................................ 44 CAPITAL STRUCTURE...................................................................................................................................... 49 STATEMENT OF TAX BENEFITS.................................................................................................................... 59 OBJECTS OF THE ISSUE................................................................................................................................... 65 SECTION IV - ABOUT OUR COMPANY ...........................................................................................................