Beruflich Dokumente
Kultur Dokumente
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application form
(FOR resident Applicants)
Credit Rating : CARE AAA (Triple A) by CARE and BWR AAA by Brickwork
66500101
PUBLIC ISSUE OF SECURED AND UNSECURED REDEEMABLE NON-CONVERTIBLE DEBENTURES (NCDs) VIDE PROSPECTUS DATED SEPTEMBER 9, 2016
I/we hereby confirm that I/we have read and understood the terms and conditions of this Application Form and the attached Abridged Prospectus and agree to the Applicants Undertaking as given overleaf. I/we hereby confirm
that I/we have read the instructions for filling up the Application Form given overleaf.
BANK BRANCH
REGISTRARS / SCSB
DATE OF
ESCROW BANK / SCSB BRANCH
LEAD MANAGER/ CONSORTIUM MEMBER /
SUB- CONSORTIUM MEMBER /
SUB BROKER/AGENTS
SERIAL NO.
RECEIPT
CODE
TRADING MEMBERS STAMP & CODE
BROKERS STAMP & CODE
SERIAL NO.
STAMP & CODE
1. APPLICANTS DETAILS - PLEASE FILL IN BLOCK LETTERS (Please refer to point no. 27 of the attached Abridged Prospectus)
First Applicant (Mr./ Ms./M/s.)
Date of Birth D D M M Y Y Y Y
Address
If Nominee is Minor, Guardians Name : ____________________________________________ Account No.: __________________ IFSC : ______________ MICR Code: ________________
5. INVESTMENT DETAILS (For details, please refer Issue Structure overleaf)
Secured/Unsecured
Secured
Unsecured
Series
I
II
III
IV
V
VI
VII
VIII
IX
X
Issue Price of NCDs (` / NCD)
` 1,000 across all Series of NCDs
Frequency of Interest Payment
Annual
Cumulative
Annual
Cumulative
Monthly Annual
Cumulative
Monthly Annual
Cumulative
Tenor (in years)
3
3
5
5
10
10
10
10
10
10
Minimum Application Size & thereafter in multiple of
` 10,000 (10 NCDs) (individually or collectively across all Series of NCDs) and in multiple of ` 1,000 (1 NCD) thereafter
Coupon (%) for NCD Holders in Category I and Category II 8.55%
NA
8.75%
NA
8.51% 8.85%
NA
8.65% 9.00%
NA
Coupon (%) for NCD holders in Category III
8.65%
NA
8.90%
NA
8.65% 9.00%
NA
8.79% 9.15%
NA
8.70%
NA
8.90%
NA
8.65% 9.00%
NA
8.79% 9.15%
NA
Coupon (%) for NCD holders in Category IV#
For Category I and II For Category I and II ` 1,000 ` 1,000
Redemption Amount (`/NCD)
`
For Category I and II - ` 1,278.47, ` 1,000 For Category I and II - ` 1,000 ` 1,000
` 1,521.41, For Category
` 2,336.07, For Category
` 2,368.48, For Category
1,000 For Category III - ` 1,282.01 For
III and IV - ` 1,531.93
III and IV - ` 2,368.48
III and IV - ` 2,401.30
Category IV - ` 1,283.78
Effective Yield (per annum) for Category I and II
8.55%
8.55%
8.75%
8.75%
8.85% 8.85%
8.85%
9.00% 9.00%
9.00%
Effective Yield (per annum) for Category III
8.65%
8.65%
8.90%
8.90%
9.00% 9.00%
9.00%
9.15% 9.15%
9.15%
Effective Yield (per annum) for Category IV
8.70%
8.70%
8.90%
8.90%
9.00% 9.00%
9.00%
9.15% 9.15%
9.15%
No. of NCDs applied
Amount Payable (`)
Grand Total (`)
#
Additional coupon of 0.10% per annum for senior citizens
6. PAYMENT DETAILS (Please tick () any one of payment option A or B below) Please write a Sole/First Applicants Name, Phone No. and Application No. on the reverse of Cheque/DD.
(` in words)
(B) ASBA
Bank A/c No.
A. CHEQUE/ DEMAND DRAFT (DD) to be drawn in favour of IHFL NCD Escrow Account
Dated D D M M Y Y
Cheque/DD No.
pan
pan
pan
1)
2)
3)
TEAR HERE
Application
Form No.
INDIABULLS HOUSING
FINANCE LIMITED
DPID/
CLID
66500101
PAN
Dated___________,2016
INDIABULLS HOUSING
FINANCE LIMITED
TEAR HERE
TEAR HERE
PUBLIC ISSUE OF SECURED AND UNSECURED REDEEMABLE NON-CONVERTIBLE DEBENTURES (NCDs) VIDE PROSPECTUS DATED SEPTEMBER 9, 2016
Series
II
III
IV
VI
VII
VIII
IX
` 1000
Date Stamp & Signature of Lead Manager/ Name of Sole / First Applicant (Mr./ Ms./ M/s.)
Consortium Members / Sub-Consortium
Members / Trading Members / SCSB ___________________________________________
___________________________________________
Applications submitted without being uploaded on the terminals of the Stock Exchange
will be rejected.
,2016
Application
Form No.
66500101
While submitting the Application Form, the Applicant should ensure that the date stamp being put on the Application Form by the Lead Manager/Consortium Member /Sub-Consortium Member/Sub Broker/Trading Member/SCSB matches with the date stamp on the Acknowledgement Slip
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APPLICANTS UNDERTAKING
INVESTOR CATEGORIES:
Category I (Qualified Institutional Buyers)/(QIBs)
Sub Category Code Category II (Corporates)
Sub Category Code
Public Financial Institutions
11
Statutory bodies/corporations
24
Venture Capital Funds / Alternative Investment Funds, subject to investment
12
Public/Private Charitable/Religious Trusts
25
conditions applicable to them under the Securities and Exchange Board of India
Partnership
firms
in
the
name
of
partners
26
(Alternative Investment Funds) Regulations, 2012
Scheduled commercial banks
13
Association of Persons
27
Mutual Funds
14
Co-operative banks incorporated in India
28
State industrial development corporations
15
Regional Rural Banks incorporated in India
29
Insurance companies registered with the IRDA
16
Scientific and/or industrial research organisations, which are authorised to
57
invest in the NCDs and its Sub Category
17
Any other incorporated and/or unincorporated body of persons
58
Provident funds, pension funds with minimum corpus of ` 2500.00 lacs
superannuation funds and gratuity funds, which are authorised to invest in the NCDs
Category III (High Networth Individuals)/(HNIs)
The National Investment Fund set up by resolution F. No. 2/3/2005-DD-II dated
19
The following Investors applying for an amount aggregating to more than
November 23, 2005 of the GoI, published in the Gazette of India
` 10 lakhs across all Series of NCDs in this Issue:
Insurance funds set up and managed by the army, navy, or air force of the Union of India
20
Resident Indian Individuals
31
Insurance funds set up and managed by the Department of Posts, India
55
Hindu Undivided Families through the Karta
32
Indian Multilateral and bilateral development financial institutions
56
Category IV (Retail Individual Investors) /(RIIs)
Category II (Corporates)
The following Investors applying for an amount aggregating upto and including
` 10 lakhs across all Series of NCDs in this Issue:
Companies within the meaning of section 2 (20) of the Companies Act 2013
21
Limited Liability Partnerships registered under the provisions of the LLP Act
22
Resident Indian Individuals
41
Societies registered under the applicable laws in India
23
Hindu Undivided Families through the Karta
42
Secured/Unsecured
Series
Issue Price of NCDs (` / NCD)
Frequency of Interest Payment
Tenor (in years)
Minimum Application Size & thereafter in multiple of
Coupon (%) for NCD Holders in Category I and Category II
Coupon (%) for NCD holders in Category III
Coupon (%) for NCD holders in Category IV#
Redemption Amount (`/NCD)
Unsecured
V
VI
VII
VIII
IX
X
` 1,000 across all Series of NCDs
Annual
Cumulative
Annual
Cumulative
Monthly Annual
Cumulative
Monthly Annual
Cumulative
3
3
5
5
10
10
10
10
10
10
` 10,000 (10 NCDs) (individually or collectively across all Series of NCDs) and in multiple of ` 1,000 (1 NCD) thereafter
8.55%
NA
8.75%
NA
8.51% 8.85%
NA
8.65% 9.00%
NA
8.65%
NA
8.90%
NA
8.65% 9.00%
NA
8.79% 9.15%
NA
8.70%
NA
8.90%
NA
8.65% 9.00%
NA
8.79% 9.15%
NA
For Category I and II For Category I and II - ` 1,000 ` 1,000 For Category I and II - ` 1,000 ` 1,000 For Category I and II `
`
` 2,336.07, For Category
` 2,368.48, For Category
1,000 ` 1,278.47, For Category 1,000 ` 1,521.41, For Category
III - ` 1,282.01 For
III and IV - ` 1,531.93
III and IV - ` 2,368.48
III and IV - ` 2,401.30
Category IV - ` 1,283.78
8.55%
8.55%
8.75%
8.75%
8.85% 8.85%
8.85%
9.00% 9.00%
9.00%
8.65%
8.65%
8.90%
8.90%
9.00% 9.00%
9.00%
9.15% 9.15%
9.15%
8.70%
8.70%
8.90%
8.90%
9.00% 9.00%
9.00%
9.15% 9.15%
9.15%
NA
The Secured NCDs (Series I to VII) proposed to be issued will be secured by a first ranking pari passu charge on the current assets (including
investments) of the Issuer, both present and future; and on present and future loan assets of the Issuer, including all monies receivable thereunder for
the principal amount and interest thereon. The Secured NCDs will have an asset cover of one time on the principal amount and interest thereon. The
Issuer reserves the right to sell or otherwise deal with the receivables, both present and future, including without limitation to create a charge on pari
passu basis thereon for its present and future financial requirements, without requiring the consent of, or intimation to, the Secured NCD holders or the
Debenture Trustee in this connection, provided that a minimum security cover of one time on the principal amount and interest thereon, is maintained.
No security will be created for Unsecured NCD in the nature of Subordinated Debt (Series VIII to X).
I
II
III
Secured
IV
TEAR HERE
In case of queries related to Allotment/ credit of Allotted NCDs/Refund, the Applicants should contact
Registrar to the Issue.
In case of ASBA Application submitted to the SCSBs, the Applicants should contact the relevant SCSB.
In case of queries related to upload of Applications submitted to the Lead Managers/ Consortium
Members/Sub-Consortium Members/Sub Brokers/Trading Member should contact the relevant Lead
Managers/Consortium Members /Sub-Consortium Members/Sub Brokers/ Trading Member.
The grievances arising out of Applications for the NCDs made through Trading Members may be
addressed directly to stock exchanges.
Registered Office: M-62 & 63, First Floor, Connaught Place, New
Delhi 110 001, India. Telephone No.: +91 11 3025 2900; Fascimile
No.: +91 11 3025 2501; Website: www.indiabullshomeloans.com;
Email: ihflpublicncd@indiabulls.com Company Secretary and Compliance
Officer: Mr. Amit Jain; Telephone No.: + 91 124 398 9666; Facsimile No.: + 91
124 308 1006; E-mail: ajain@indiabulls.com; CIN: L65922DL2005PLC136029
Our Company was incorporated under the Companies Act, 1956 on May 10, 2005 with the Registrar of Companies, National Capital Territory of Delhi and Haryana
(RoC) and received a certificate for commencement of business from the RoC on January 10, 2006. The CIN of our Company is L65922DL2005PLC136029.
For further details regarding changes to the name and registered office of our Company, please see History and other Corporate Matters on page 112 of the Prospectus.
Registered Office: M-62 & 63, First Floor, Connaught Place, New Delhi 110 001, India.
Corporate Office(s): Indiabulls House, Indiabulls Finance Centre, Senapati Bapat Marg, Elphinstone Road, Mumbai-400 013
and Indiabulls House, 448-451, Udyog Vihar, Phase-V, Gurgaon-122 016
Telephone No.: +91 11 3025 2900; Fascimile No.: +91 11 3025 2501; Website: www.indiabullshomeloans.com; Email: ihflpublicncd@indiabulls.com
Company Secretary and Compliance Officer: Mr. Amit Jain; Telephone No.: + 91 124 398 9666; Facsimile No.: + 91 124 308 1006; E-mail: ajain@indiabulls.com
PUBLIC ISSUE BY INDIABULLS HOUSING FINANCE LIMITED, (COMPANY OR ISSUER) OF SECURED REDEEMABLE NON-CONVERTIBLE
DEBENTURES AND UNSECURED REDEEMABLE NON-CONVERTIBLE DEBENTURES OF FACE VALUE OF ` 1,000 EACH, (NCDs), BASE ISSUE OF
UP TO ` 35,000 MILLION WITH AN OPTION TO RETAIN OVER-SUBSCRIPTION UP TO ` 35,000 MILLION FOR ISSUANCE OF ADDITIONAL NCDS
AGGREGATING UP TO ` 70,000 MILLION, HEREINAFTER REFERRED TO AS THE ISSUE. THE UNSECURED REDEEMABLE NON CONVERTIBLE
DEBENTURES WILL BE IN THE NATURE OF SUBORDINATED DEBT AND WILL BE ELIGIBLE FOR TIER II CAPITAL. THE ISSUE IS BEING MADE
PURSUANT TO THE PROVISIONS OF SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING 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.
OUR PROMOTER
Our promoter is Mr. Sameer Gehlaut. For further details refer to the section Our Promoter on page 137 of the Prospectus.
GENERAL RISKS
For taking an investment decision, investors must rely on their own examination of the Issuer and the Issue, including the risks involved, specific attention of the Investor
is invited to Risk Factors and Material Developments on page 12 and 139 respectively of the Prospectus. The Prospectus has not been and will not be approved by any
regulatory authority in India, including the Securities and Exchange Board of India (SEBI), the National Housing Board (NHB), the Reserve Bank of India (RBI),
any registrar of companies or any stock exchange in India.
ISSUERS ABSOLUTE RESPONSIBILITY
The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that the Prospectus contains all information with regard to the Issuer, which is
material in the context of the Issue. The information contained in the 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 the Prospectus as a whole or any of part of such
information or the expression of any such opinions or intentions misleading, in any material respect.
COUPON RATE, COUPON PAYMENT FREQUENCY, REDEMPTION DATE, REDEMPTION AMOUNT & ELIGIBLE INVESTORS
For the details relating to Coupon Rate, Coupon Payment Frequency, Redemption Date and Redemption Amount of the NCDs, see Terms of the Issue on page 227 of the
Prospectus. For details relating to Eligible Investors please see Issue related information on page 221 of the Prospectus.
CREDIT RATINGS
The NCDs proposed to be issued under this Issue have been rated CARE AAA (Triple A) for an amount of ` 70,000 million, by Credit Analysis & Research Ltd. (CARE)
vide their letter no. CARE/HO/RL/2016-17/2033 dated August 19, 2016, BWR AAA with stable outlook an amount of ` 70,000 million, by Brickwork Ratings India
Private Limited (Brickwork) vide their letter no. BWR/NCD/HO/ERC/MM/0266/2016-17 dated August 18, 2016. The rating of NCDs by CARE and Brickwork indicate
that instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations and carry very low credit risk. For the
rationale for these ratings, see Annexure A & B of the Prospectus. This rating is not a recommendation to buy, sell or hold securities and investors should take their own
decision. This rating is subject to revision or withdrawal at any time by the assigning rating agencies and should be evaluated independently of any other ratings.
LISTING
The NCDs offered through the Prospectus are proposed to be listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE along with BSE,
the Stock Exchanges). Our Company has received an in-principle approval from the BSE Limited vide its letter no. DCS/BM/PI-BOND/2/16-17 dated August 26, 2016
and NSE vide its letter no. NSE/LIST/85172 dated August 26, 2016. For the purposes of the Issue BSE shall be the Designated Stock Exchange.
PUBLIC COMMENTS
The Draft Prospectus dated August 19, 2016 has been filed with BSE and NSE, pursuant to Regulation 6(2) of the SEBI Debt Regulations and was open for public comments
for a period of seven Working Days (i.e., until 5 p.m.) from the date of filing of the Draft Prospectus with the Designated Stock Exchange.
ISSUE OPENS ON: September 15, 2016
ISSUE CLOSES ON: September 23, 2016
*The Issue shall remain open for subscription on Working Days from 10 a.m. to 5 p.m. during the period indicated above, except that the Issue may close on such earlier date or extended date as
may be decided by the Board of Director of our Company (Board) or a duly constituted committee thereof. In the event of an early closure or extension of the Issue, our Company shall ensure
that notice of the same is provided to the prospective investors through an advertisement in a reputed daily national newspaper with wide circulation on or before such earlier or extended date of
Issue closure. On the Issue Closing Date, the Application Forms will be accepted only between 10 a.m. and 3 p.m. (Indian Standard Time) and uploaded until 5 p.m. or such extended time as may
be permitted by the BSE and NSE.
**IDBI Trusteeship Services Limited under regulation 4(4) of SEBI Debt Regulations has by its letter dated August 18, 2016 has given its consent for its appointment as Debenture Trustee to the
Issue and for its name to be included in the Prospectus and inall the subsequent periodical communications sent to the holders of the Debentures issued pursuant to this Issue.
A copy of the Prospectus shall be filed with the Registrar of Companies, National Capital Territory of Delhi and Haryana, in terms of section 26 of the Companies Act, 2013, applicable as on date
of the Prospectus along with the endorsed/certified copies of all requisite documents. For further details please see Material Contracts and Documents for Inspection beginning on page 282
of the Prospectus.
REGISTRAR
Karvy Computershare Private Limited
Karvy Selenium Tower B, Plot 31-32, Financial District,
Nanakramguda, Gachibowli, Hyderabad 500 032,
Telangana, India.
Telephone No.: +91 40 6716 2222
Facsimile No.: +91 40 2343 1551
Email: einward.ris@karvy.com
Investor Grievance Email: indiabullshousing.ncdipo@karvy.com
Website: www.karisma.karvy.com
Contact Person: M. Murali Krishna
SEBI Registration No.: INR000000221
COMPLIANCE OFFICER AND COMPANY SECRETARY
Mr. Amit Jain
Company Secretary & Compliance Officer
Indiabulls House, 448-451, Udyog Vihar, Phase - V
Gurgaon - 122 016 New Delhi 110 001.
Telephone No.: + 91 124 668 1199 Facsimile No.: + 91 124 668 1240
E-mail: ajain@indiabulls.com
Investors may contact the Registrar to the Issue or the Compliance
Officer in case of any pre-issue or post Issue related issues such as nonreceipt of Allotment Advice, demat credit, refund orders, non-receipt of
Debenture Certificates, transfers, or interest on application money etc.
All grievances relating to the Issue may be addressed to the Registrar to
the Issue, giving full details such as name, Application Form number,
address of the Applicant, number of NCDs applied for, amount paid
on application, Depository Participant and the collection centre of the
Members of the Consortium where the Application was submitted.
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 such as name, address of Applicant, Application Form number,
number of NCDs applied for, amount blocked on Application and the
Designated Branch or the collection center of the SCSB where the
Application Form was submitted by the ASBA Applicant.
All grievances arising out of Applications for the NCDs made through
the Online Stock Exchanges Mechanism or through Trading Members
may be addressed directly to the respective Stock Exchanges.
REFUND BANK
Axis Bank Limited
Ground floor, GL 005, 006, 007, 008, Cross Point,
DLF Phase IV, Gurgaon 122 009, Haryana.
Telephone No: +91 95828 01312/ +91 98918 46758
Facsimile No: +91 12 4505 0593
Email: DlfGurgaon.Operationshead@axisbank.com/
Gaurav.Tandon@axisbank.com
Contact Person: Sheenam Pahwa/ Gaurav Tandon
Website: www.axisbank.com
ESCROW COLLECTION BANKS/ BANKERS TO THE ISSUE
HDFC Bank Limited, Axis Bank Limited, IndusInd Bank Limited,
Yes Bank Limited, State Bank Of India
INDIABULLS HOUSING FINANCE LIMITED
TABLE OF CONTENTS
Page No.
ISSUE PROCEDURE
BASIS OF ALLOTMENT
19
BMR Legal
Ground Floor, Dhapla House, General Nagesh Marg
Off Dr. S. S. Rao Road, Parel, Mumbai 400 012.
21
OTHER INSTRUCTIONS
29
STATUTORY AUDITOR
Deloitte Haskins & Sells LLP
Chartered Accountants
Indiabulls Finance Centre, Tower 3, 32nd Floor,
Elphinstone Mill Compound, Senapati Bapat Marg,
Elphinstone (W), Mumbai 400 013, India
Telephone No.: +91 22 6185 4000 Facsimile No..: + 91 22 6185 4601
Email: asiddharth@deloitte.com
Firm registration number: 117366W / W-100018
Contact Person: A. Siddharth
Date of appointment as Statutory Auditors: August 11, 2014
30
FINANCIAL INFORMATION
36
37
40
RISK FACTORS
43
DECLARATION
44
45
DISCLAIMER
Participation by any of eligible category of Applicants in this Issue will be
subject to applicable statutory and/or regulatory requirements. Applicants
are advised to ensure that Applications made by them do not exceed the
investment limits or maximum number of NCDs that can be held by them
under applicable statutory and/or regulatory provisions. 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. For
details pertaining to Eligible Investors please refer to Issue Procedure- Who
can apply on page 251 of the Prospectus.
Percentage of amount
proposed to be
financed from Net
Proceeds
1
For the purpose of onward lending,
At least 75%
financing, and for repayment of
interest and principal of existing
borrowings of the Company
2
General Corporate Purposes*
Maximum of up to 25%
Total
100%
*The Net Proceeds will be first utilized towards the Objects mentioned above.
The balance is proposed to be utilized for general corporate purposes, subject
to such utilization not exceeding 25% of the amount raised in the Issue, in
compliance with the SEBI Debt Regulations.
Funding plan
NA
Summary of the project appraisal report
NA
Schedule of implementation of the project
NA
4. Interim Use of Proceeds
Our Board of Directors, in accordance with the policies formulated by it from
time to time, will have flexibility in deploying the proceeds received from the
Issue. Pending utilization of the proceeds out of the Issue for the purposes
described above, our Company intends to temporarily invest funds in high
quality interest bearing liquid instruments including money market mutual
funds, deposits with banks or temporarily deploy the funds in investment grade
interest bearing securities as may be approved by the Board. Such investment
would be in accordance with the investment policies approved by the Board or
any committee thereof from time to time.
5. Monitoring of Utilization of Funds
There is no requirement for appointment of a monitoring agency in terms of the
SEBI Debt Regulations. The Board shall monitor the utilization of the proceeds
of the Issue. For the relevant Financial Years commencing from Financial Year
2016-17, our Company will disclose in our financial statements, the utilization
of the net proceeds of the Issue under a separate head along with details, if any,
in relation to all such proceeds of the Issue that have not been utilized thereby
also indicating investments, if any, of such unutilized proceeds of the Issue.
Our Company shall utilize the proceeds of the Issue only upon the execution
of the documents for creation of security and receipt of final listing and trading
approval from the Stock Exchanges.
Issue Expenses
A portion of the Issue proceeds will be used to meet Issue expenses. The
following are the estimated Issue expenses:
Particulars
As percentage of
Amount (`in
million) Issue proceeds (in%)
574.0
0.82%
ISSUE PROCEDURE
This chapter applies to all Applicants. ASBA Applicants should note that the
ASBA process involves application procedures which may be different from the
procedures applicable to Applicants who apply for NCDs through any of the
other channels, and accordingly should carefully read the provisions applicable
to ASBA Applications hereunder. Please note that all Applicants are required
to make payment of the full Application Amount along with the Application
Form. In case of ASBA Applicants, an amount equivalent to the full Application
Amount will be blocked by the Designated Branches of the SCSBs.
ASBA Applicants should note that they may submit their ASBA Applications
to the Members of Consortium, or Trading Members of the Stock Exchange
only in the Specified Cities or directly to the Designated Branches of the
SCSBs. Applicants other than ASBA Applicants are required to submit their
Applications to the Lead Manager, or Trading Members of the Stock Exchange
at the centres mentioned in the Application Form. For further information,
please refer to - Submission of Completed Application Forms on page 267
of the Prospectus.
Applicants are advised to make their independent investigations and ensure
that their Applications do not exceed the investment limits or maximum number
of NCDs that can be held by them under applicable law or as specified in the
Prospectus.
Stock Exchange. Our Company may also provide Application Forms for being
downloaded and filled at such websites as it may deem fit. In addition, brokers
having online demat account portals may also provide a facility of submitting
the Application Forms virtually online to their account holders.
Trading Members of the Stock Exchange can download Application Forms
from the websites of the Stock Exchange. Further, Application Forms will be
provided to Trading Members of the Stock Exchange at their request.
On a request being made by any Applicant before the Issue Closing Date,
physical copies of the Prospectus and Application Form can be obtained from
our Companys Registered and Corporate Office, as well as offices of the Lead
Managers. Electronic copies of the Draft Prospectus and the Prospectus will
be available on the websites of the Lead Managers, the Stock Exchange, SEBI
and the SCSBs.
8. Who can apply?
The following categories of persons are eligible to apply in the Issue:
Category I
Institutional Investors
Category II
Non Institutional
Investors
11
E.
13
Ensure that you have obtained all necessary approvals from the relevant
statutory and/or regulatory authorities to apply for, subscribe to and/or seek
allotment of NCDs pursuant to the Issue;
Permanent Account Number: Except for Application (i) on behalf of the
Central or State Government and officials appointed by the courts, and (ii)
(subject to SEBI circular dated April 3, 2008) from the residents of the state of
Sikkim, each of the Applicants should provide their PAN. Application Forms
in which the PAN is not provided will be rejected. The exemption for the
Central or State Government and officials appointed by the courts and for
investors residing in the State of Sikkim is subject to (a) the demographic
details received from the respective depositories confirming the exemption
granted to the beneficiary owner by a suitable description in the PAN field
and the beneficiary account remaining in active status; and (b) in the case of
residents of Sikkim, the address as per the demographic details evidencing the
same;
Ensure that if the depository account is held in joint names, the Application
Form should contain the name and PAN of the person whose name appears
first in the depository account and signature of only this person would be
required in the Application Form. This Applicant would be deemed to have
signed on behalf of joint holders and would be required to give confirmation
to this effect in the Application Form;
Applicants (other than ASBA Applicants) are requested to write their names
and Application serial number on the reverse of the instruments by which the
payments are made;
All Applicants are requested to tick the relevant column Category of
Investor in the Application Form;
Tick the series of NCDs in the Application Form that you wish to apply for; and
Submit KYC documents in case you are applying for physical allotment.
The Reserve Bank of India has issued standard operating procedure in terms of
paragraph 2(a) of RBI circular number DPSS.CO.CHD.No./133/04.07.05/201314 dated July 16, 2013, detailing the procedure for processing CTS 2010 and
non-CTS 2010 instruments in the three CTS grid locations.
SEBI Circular No. CIR/CFD/DIL/1/2011 dated April 29, 2011 stipulating the
time between closure of the Issue and listing at 12 Working Days. In order to
enable compliance with the above timelines, investors are advised to use CTS
cheques or use ASBA facility to make payment.
Donts:
Do not apply for lower than the minimum application size;
Do not pay the Application Amount in cash, by money order or by postal order
or by stock invest;
Do not send Application Forms by post; instead submit the same to the
Members of Consortium, sub-brokers, Trading Members of the Stock
Exchange or Designated Branches of the SCSBs, as the case may be;
Do not fill up the Application Form such that the NCDs applied for exceeds
the Issue size and/or investment limit or maximum number of NCDs that
can be held under the applicable laws or regulations or maximum amount
permissible under the applicable regulations;
Do not submit the GIR number instead of the PAN as the Application is liable
to be rejected on this ground;
Do not submit incorrect details of the DP ID, Client ID and PAN or provide
details for a beneficiary account which is suspended or for which details
cannot be verified by the Registrar to the Issue;
Do not submit the Application Forms without the full Application Amount;
Do not submit Applications on plain paper or on incomplete or illegible
Application Forms;
Do not apply if you are not competent to contract under the Indian Contract
Act, 1872;
Do not submit an Application in case you are not eligible to acquire NCDs
under applicable law or your relevant constitutional documents or otherwise;
Do not submit an Application that does not comply with the securities law of
your respective jurisdiction;
Do not apply if you are a person ineligible to apply for NCDs under the Issue
including Applications by Persons Resident Outside India, NRI (inter-alia
including NRIs who are (i) based in the USA, and/or, (ii) domiciled in the
USA, and/or, (iii) residents/citizens of the USA, and/or, (iv) subject to any
taxation laws of the USA);
Applicants other than ASBA Applicants should not submit the Application
Form directly to the Escrow Collection Banks/ Bankers to the Issue, and the
same will be rejected in such cases; and
14
and in the manner stipulated under Section 113 of the Companies Act, 2013
read with our Companys Articles of Association.
All terms and conditions disclosed in relation to the NCDs held in physical
form pursuant to rematerialisation shall be applicable mutatis mutandis to the
NCDs issued in physical form.
The Applicant shall be responsible for providing the above information and
KYC documents accurately. Delay or failure in credit of payments or receipt of
Allotment Advice or NCD certificates due to inaccurate or incomplete details
shall be at the sole risk of the Applicants only and the Lead Managers, the
Consortium Members, our Company and the Registrar to the Issue shall have no
responsibility and undertake no liability in this relation. In case of Applications
for Allotment of NCDs in physical form, which are not accompanied with the
aforestated documents, Allotment of NCDs in physical form may be held in
abeyance by the Registrar to the Issue, pending receipt of KYC documents.
TERMS OF PAYMENT
The entire issue price for the NCDs is payable on Application only. In case of
Allotment of lesser number of NCDs than the number applied, our Company shall
refund the excess amount paid on Application to the Applicant (or the excess amount
shall be unblocked in the ASBA Account, as the case may be).
29. Payment mechanism for ASBA Applicants
The ASBA Applicants shall specify the ASBA Account number in the Application
Form.
For ASBA Applications submitted to the Members of Consortium or Trading
Members of the Stock Exchange at the Specified Cities, the ASBA Application will
be uploaded onto the electronic system of the Stock Exchange and deposited with
the relevant branch of the SCSB at the Specified City named by such SCSB to accept
such ASBA Applications from the Members of Consortium or Trading Members
of the Stock Exchange, as the case may be (A list of such branches is available
at http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries).
The relevant branch of the SCSB shall perform verification procedures and block
an amount in the ASBA Account equal to the Application Amount specified in the
ASBA Application.
For ASBA Applications submitted directly to the SCSBs, the relevant SCSB shall
block an amount in the ASBA Account equal to the Application Amount specified
in the ASBA Application, before entering the ASBA Application into the electronic
system of the Stock Exchange. SCSBs may provide the electronic mode of
application either through an internet enabled application and banking facility or
such other secured, electronically enabled mechanism for application and blocking
of funds in the ASBA Account.
ASBA Applicants should ensure that they have funds equal to the Application
Amount in the ASBA Account before submitting the ASBA Application to the
Members of Consortium or Trading Members of the Stock Exchange, as the
case may be, at the Specified Cities or to the Designated Branches of the SCSBs.
An ASBA Application where the corresponding ASBA Account does not have
sufficient funds equal to the Application Amount at the time of blocking the
ASBA Account is liable to be rejected.
The Application Amount shall remain blocked in the ASBA Account until approval
of the Basis of Allotment and consequent transfer of the amount against the Allotted
NCDs to the Public Issue Account(s), or until withdrawal/ failure of the Issue or
until withdrawal/ rejection of the Application Form, as the case may be. Once the
Basis of Allotment is approved, and upon receipt of intimation from the Registrar,
the controlling branch of the SCSB shall, on the Designated Date, transfer such
blocked amount from the ASBA Account to the Public Issue Account. The balance
amount remaining after the finalisation of the Basis of Allotment shall be unblocked
by the SCSBs on the basis of the instructions issued in this regard by the Registrar
to the respective SCSB within 12 (twelve) Working Days of the Issue Closing Date.
The Application Amount shall remain blocked in the ASBA Account until transfer of
the Application Amount to the Public Issue Account, or until withdrawal/ failure of
the Issue or until rejection of the ASBA Application, as the case may be.
30. Escrow Mechanism for Applicants other than ASBA Applicants
Our Company shall open an Escrow Account with each of the Escrow Collection
Bank(s) in whose favour the Applicants (other than ASBA Applicants) shall draw
the cheque or demand draft in respect of his or her Application. Cheques or demand
drafts received for the full Application Amount from Applicants would be deposited
in the Escrow Account(s). All cheques/ bank drafts accompanying the Application
should be crossed A/c Payee only for eligible Applicants must be made payable to
the account i.e IHFL NCD Escrow Account.
Applicants must use only CTS compliant instruments and refrain from using
NON-CTS 2010 instruments for the payment of the Application Amount.
15
(b)
(c)
(d)
(e)
(f)
REJECTION OF APPLICATIONS
17
18
Where PAN details in the Application Form and as entered into the electronic
system of the Stock Exchange, are not as per the records of the Depositories;
Applications for Allotment of NCDs in dematerialised form providing an
inoperative demat account number;
ASBA Applications submitted to the Members of Consortium, or Trading
Members of the Stock Exchange at locations other than the Specified Cities or
at a Designated Branch of a SCSB where the ASBA Account is not maintained;
ASBA Applications submitted directly to an Escrow Collecting Bank
(assuming that such bank is not a SCSB), to our Company or the Registrar to
the Issue;
Applications tendered to the Trading Members of the Stock Exchange at
centers other than the centers mentioned in the Application Form;
Investor Category not ticked; and/or
In case of Applicants applying for the NCDs in physical form, if the address
of the Applicant is not provided in the Application Form;
Application Form accompanied with more than one cheque.
In case of cancellation of one or more orders (series) within an Application,
leading to total order quantity falling under the minimum quantity required for
a single Application.
Forms not uploaded on the electronic software of the Stock Exchange.
ASBA Application submitted directly to escrow banks who arent SCSBs.
Payment made through non CTS cheques may be liable for rejection.
Kindly note that ASBA Applications submitted to the Members of Consortium,
or Trading Members of the Stock Exchange at the Specified Cities will not
be accepted if the SCSB where the ASBA Account, as specified in the ASBA
Form, is maintained has not named at least one branch at that Specified City
for the Members of Consortium, or Trading Members of the Stock Exchange,
as the case may be, to deposit ASBA Applications (A list of such branches is
available at http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/RecognisedIntermediaries).
For information on certain procedures to be carried out by the Registrar to the
Offer for finalization of the basis of allotment, please refer to Information for
Applicants on this page 272 of the Prospectus.
Information for Applicants
In case of ASBA Applications submitted to the SCSBs, in terms of the SEBI circular
CIR/CFD/DIL/3/2010 dated April 22, 2010, the Registrar to the Issue will reconcile
the compiled data received from the Stock Exchange and all SCSBs, and match
the same with the Depository database for correctness of DP ID, Client ID and
PAN. The Registrar to the Issue will undertake technical rejections based on the
electronic details and the Depository database. In case of any discrepancy between
the electronic data and the Depository records, our Company, in consultation
with the Designated Stock Exchange, the Lead Managers and the Registrar to the
Issue, reserves the right to proceed as per the Depository records for such ASBA
Applications or treat such ASBA Applications as rejected.
In case of ASBA Applicants submitted to the Members of Consortium, and Trading
Members of the Stock Exchange at the Specified Cities, the basis of allotment will
be based on the Registrars validation of the electronic details with the Depository
records, and the complete reconciliation of the final certificates received from
the SCSBs with the electronic details in terms of the SEBI circular CIR/CFD/
DIL/1/2011 dated April 29, 2011. The Registrar to the Issue will undertake technical
rejections based on the electronic details and the Depository database. In case of any
discrepancy between the electronic data and the Depository records, our Company,
in consultation with the Designated Stock Exchange, the Lead Managers and the
Registrar to the Issue, reserves the right to proceed as per the Depository records or
treat such ASBA Application as rejected.
In case of non-ASBA Applications, the basis of allotment will be based on the
Registrars validation of the electronic details with the Depository records, and
the complete reconciliation of the final certificates received from the Escrow
Collection Banks with the electronic details in terms of the SEBI circular CIR/
CFD/DIL/3/2010 dated April 22, 2010 and the SEBI circular CIR/CFD/DIL/1/2011
dated April 29, 2011. The Registrar will undertake technical rejections based on the
electronic details and the Depository database. In case of any discrepancy between
the electronic data and the Depository records, our Company, in consultation with
the Designated Stock Exchange, the Lead Managers and the Registrar to the Issue,
reserves the right to proceed as per the Depository records or treat such Applications
as rejected.
Based on the information provided by the Depositories, our Company shall have
the right to accept Applications belonging to an account for the benefit of a minor
(under guardianship).
BASIS OF ALLOTMENT
of the Stock Exchange, as opposed to the date and time of upload of each
such application. In the event of, and on the date of oversubscription,
however, allotments in public issues of debt securities is to be made on a
proportionate basis.
(c) Under Subscription:
Under subscription, if any, in any Portion, priority in allotments will be given
in the following order:
i. Retail Individual Investor Portion
ii. High Net worth Individual Portion
iii. Corporate Portion
iv. QIB Portion
Within each Portion, priority in Allotments will be given on a first-come-firstserve basis, based on the date of upload of each Application into the electronic
system of the Stock Exchange.
(d) For each Portion, all Applications uploaded in to the Electronic Book with
Stock Exchange would be treated at par with each other. Allotment would be
on proportionate basis, where NCDs uploaded into the Platform of the Stock
Exchange on a particular date exceeds NCDs to be allotted for each Portion
respectively.
(e) Minimum allotment of 1 (one) NCD and in multiples of 1 (one) NCD
thereafter would be made in case of each valid Application.
(f) Allotments in case of oversubscription: In case of an oversubscription,
allotments to the maximum extent, as possible, will be made on a first-come
first-serve basis and thereafter on proportionate basis, i.e. full allotment of
NCDs to the Applicants on a first come first basis up to the date falling 1 (one)
day prior to the date of oversubscription and proportionate allotment of NCDs
to the Applicants on the date of oversubscription (based on the date of upload
of each Application into the Electronic Book with Stock Exchange, in each
Portion).
(g) Proportionate Allotments: For each Portion, on the date of oversubscription:
i) Allotments to the Applicants shall be made in proportion to their respective
Application size, rounded off to the nearest integer,
ii) If the process of rounding off to the nearest integer results in the actual
allocation of NCDs being higher than the Issue size, not all Applicants will be
allotted the number of NCDs arrived at after such rounding off. Rather, each
Applicant whose allotment size, prior to rounding off, had the highest decimal
point would be given preference,
iii) In the event, there are more than one Applicant whose entitlement remain
equal after the manner of distribution referred to above, our Company will
ensure that the basis of allotment is finalized by draw of lots in a fair and
equitable manner.
(h) Applicant applying for more than one Series of NCDs: If an Applicant
has applied for more than one Series of NCDs, and in case such Applicant
is entitled to allocation of only a part of the aggregate number of NCDs
applied for, the Series-wise allocation of NCDs to such Applicants shall be in
proportion to the number of NCDs with respect to each Series, applied for by
such Applicant, subject to rounding off to the nearest integer, as appropriate in
consultation with Lead Managers and Designated Stock Exchange.
In cases where odd proportion for allotment is made for applications received
on the date of over subscription; and proportion of applications is equal among
various series selected by the applicant, our Company in consultation with the Lead
Managers will allot the differential one NCD in the order:
1. Secured NCDs: (a) first with annual interest payment (in cases where
applications were made in either of Series I, III, and VI; (b) followed by
monthly interest payment (in cases where applications were not made in either
of Series I, III and VI; and (c) further followed cumulative interest payment
(in cases where applications were not made in either of Series I, III, VI and V;
and
2. Unsecured NCDs: (a) first with annual interest payment (in cases where
applications were made in Series IX); (b) followed by monthly interest
payment (in cases where applications were not made in Series IX); and (c)
further followed cumulative interest payment (in cases where applications
were not made in either of Series IX and VIII;
All decisions pertaining to the basis of allotment of NCDs pursuant to the Issue
shall be taken by our Company in consultation with the Lead Managers and the
Designated Stock Exchange and in compliance with the aforementioned provisions
of the Prospectus. Any other queries / issues in connection with the Applications
will be appropriately dealt with and decided upon by our Company in consultation
with the Lead Managers.
19
Speed Post or Registered Post. Such refunds will be made by cheques, pay
orders or demand drafts drawn on the relevant Refund Bank and payable at par
at places where Applications are received. Bank charges, if any, for cashing
such cheques, pay orders or demand drafts at other centres will be payable by
the Applicants.
34. Mode of making refunds for ASBA Applicants
In case of ASBA Applicants, the Registrar shall instruct the relevant SCSB to
unblock the funds in the relevant ASBA Account for withdrawn, rejected or
unsuccessful or partially successful ASBA Applications within 12 Working Days
of the Issue Closing Date.
ISSUANCE OF ALLOTMENT ADVICE
With respect to Applicants other than ASBA Applicants, our Company shall (i)
ensure dispatch of Allotment Advice/ intimation within 12 Working Days of the
Issue Closing Date, and (ii) give instructions for credit of NCDs to the beneficiary
account with Depository Participants, for successful Applicants who have been
allotted NCDs in dematerialized form, within 12 Working Days of the Issue Closing
Date. The Allotment Advice for successful Applicants who have been allotted NCDs
in dematerialized form will be mailed to their addresses as per the Demographic
Details received from the Depositories.
With respect to the ASBA Applicants, our Company shall ensure dispatch of
Allotment Advice and/ or give instructions for credit of NCDs to the beneficiary
account with Depository Participants within 12 Working Days of the Issue Closing
Date. The Allotment Advice for successful ASBA Applicants will be mailed to their
addresses as per the Demographic Details received from the Depositories.
Our Company shall use best efforts to ensure that all steps for completion of the
necessary formalities for commencement of trading at the Stock Exchange where
the NCDs are proposed to be listed are taken within 12 Working Days from the
Issue Closing Date.
Allotment Advices shall be issued or Application Amount shall be refunded within
fifteen days from the Issue Closing Date or such lesser time as may be specified by
SEBI or else the application amount shall be refunded to the applicants forthwith,
failing which interest shall be due to be paid to the applicants at the rate of fifteen
per cent. per annum for the delayed period
Our Company will provide adequate funds required for dispatch of refund orders
and Allotment Advice, as applicable, to the Registrar to the Issue.
OTHER INFORMATION
35. Withdrawal of Applications during the Issue Period
Withdrawal of ASBA Applications
ASBA Applicants can withdraw their ASBA Applications during the Issue Period by
submitting a request for the same to Consortium Member, Trading Member of the
Stock Exchange or the Designated Branch, as the case may be, through whom the
ASBA Application had been placed. In case of ASBA Applications submitted to the
Consortium Member, or Trading Members of the Stock Exchange at the Specified
Cities, upon receipt of the request for withdrawal from the ASBA Applicant, the
relevant Consortium Member, or Trading Member of the Stock Exchange, as the
case may be, shall do the requisite, including deletion of details of the withdrawn
ASBA Application Form from the electronic system of the Stock Exchange. In
case of ASBA Applications submitted directly to the Designated Branch of the
SCSB, upon receipt of the request for withdraw from the ASBA Applicant, the
relevant Designated Branch shall do the requisite, including deletion of details of
the withdrawn ASBA Application Form from the electronic system of the Stock
Exchange and unblocking of the funds in the ASBA Account directly.
Withdrawal of Non-ASBA Applications (other than Direct Online Applications)
Non-ASBA Applicants can withdraw their Applications during the Issue Period by
submitting a request for the same to Consortium Member, or Trading Member of
the Stock Exchange, as the case may be, through whom the Application had been
placed. Upon receipt of the request for withdrawal from the Applicant, the relevant
Consortium Member, or Trading Member of the Stock Exchange, as the case may
be, shall do the requisite, including deletion of details of the withdrawn Non-ASBA
Application Form from the electronic system of the Stock Exchange.
36. Withdrawal of Applications after the Issue Period
In case an Applicant wishes to withdraw the Application after the Issue Closing
Date, the same can be done by submitting a withdrawal request to the Registrar to
the Issue prior to the finalization of the Basis of Allotment.
37. Revision of Applications
As per the notice No: 20120831-22 dated August 31, 2012 issued by the BSE and
notice No: NSE/CML/2012/0672 dated August 7, 2012 issued by NSE, cancellation
of one or more orders (series) within an Application is permitted during the Issue
Period as long as the total order quantity does not fall under the minimum quantity
required for a single Application. Please note that in case of cancellation of one or
as the case may be, where the Application was submitted, and cheque/ draft number
and issuing bank thereof or with respect to ASBA Applications, ASBA Account
number in which the amount equivalent to the Application Amount was blocked. All
grievances relating to the ASBA process may be addressed to the Registrar to the
Issue, with a copy to the relevant SCSB.
Applicants may contact our Compliance Officer (and Company Secretary) or the
Registrar to the Issue in case of any pre-Issue or post-Issue related problems such as
non-receipt of Allotment Advice, refunds, interest on application amount or credit of
NCDs in the respective beneficiary accounts, as the case may be.
Grievances relating to Direct Online Applications may be addressed to the Registrar
to the Issue, with a copy to the relevant Stock Exchange.
40. Interest in case of Delay
Our Company undertakes to pay interest, in connection with any delay in allotment,
demat credit and refunds, beyond the time limit as may be prescribed under
applicable statutory and/or regulatory requirements, at such rates as stipulated under
such applicable statutory and/or regulatory requirements.
41. Undertaking by the Issuer
Statement by the Board:
(a) All monies received pursuant to the Issue of NCDs to public shall be
transferred to a separate bank account other than the bank account referred to
in sub-section (3) of section 40 of the Companies Act, 2013.
(b) Details of all monies utilised out of Issue referred to in sub-item (a) shall be
disclosed under an appropriate separate head in our Balance Sheet indicating
the purpose for which such monies had been utilised; and
(c) Details of all unutilised monies out of issue of NCDs, if any, referred to in subitem (a) shall be disclosed under an appropriate separate head in our Balance
Sheet indicating the form in which such unutilised monies have been invested.
(d) the details of all utilized and unutilised monies out of the monies collected
in the previous issue made by way of public offer shall be disclosed and
continued to be disclosed in the balance sheet till the time any part of the
proceeds of such previous issue remains unutilized indicating the purpose for
which such monies have been utilized, and the securities or other forms of
financial assets in which such unutilized monies have been invested;
(e) We shall utilize the Issue proceeds only upon execution of the Debenture Trust
Deed as stated in the Prospectus and on receipt of the minimum subscription
of 75% of the Base Issue and receipt of listing and trading approval from the
Stock Exchange.
(f) The Issue proceeds shall not be utilized towards full or part consideration
for the purchase or any other acquisition, inter alia by way of a lease, of any
immovable property.
Other Undertakings by our Company
Our Company undertakes that:
(a) Complaints received in respect of the Issue will be attended to by our Company
expeditiously and satisfactorily;
(b) Necessary cooperation to the relevant credit rating agency(ies) will be
extended in providing true and adequate information until the obligations in
respect of the NCDs are outstanding;
(c) Our Company will take necessary steps for the purpose of getting the NCDs
listed within the specified time, i.e., within 12 Working Days of the Issue
Closing Date;
(d) Funds required for dispatch of refund orders/Allotment Advice/NCD
Certificates will be made available by our Company to the Registrar to the
Issue;
(e) Our Company will forward details of utilisation of the proceeds of the Issue,
duly certified by the Statutory Auditor, to the Debenture Trustee on a halfyearly basis;
(f) Our Company will provide a compliance certificate to the Debenture Trustee
on an annual basis in respect of compliance with the terms and conditions of
the Issue as contained in the Prospectus.
Our Company will disclose the complete name and address of the Debenture
Trustee in its annual report.
21
Holders shall be entitled to inspect a copy of the balance sheet and copy of
trust deed at the registered office of the Company during business hours.
2. Subject to applicable statutory/regulatory requirements, including
requirements of the RBI, the rights, privileges and conditions attached to the
Unsecured NCDs may be varied, modified and/or abrogated with the consent
in writing of the holders of at least three-fourths of the outstanding amount of
the Unsecured NCDs or with the sanction of a special resolution passed at a
meeting of the concerned Unsecured NCD Holders, provided that nothing in
such consent or resolution shall be operative against us, where such consent
or resolution modifies or varies the terms and conditions governing the
Unsecured NCDs, if the same are not acceptable to us.
3. In case of Unsecured NCDs held in (i) dematerialised form, the person for the
time being appearing in the register of beneficial owners of the Depository; and
(ii) physical form, as entitled under Section 8(1) of the Depositories Act, 1996,
the registered Unsecured NCD Holders or in case of joint-holders, the one
whose name stands first in the register of debenture holders shall 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 and every such Unsecured
NCD Holder shall be entitled to one vote on a show of hands and on a poll,
his/her voting rights on every resolution placed before such meeting of the
Unsecured NCD Holders shall be in proportion to the outstanding nominal
value of Unsecured NCDs held by him/her.
4. The Unsecured NCDs are subject to the provisions of the SEBI Debt
Regulations, the Companies Act, 2013, our Memorandum and Articles of
Association, the terms of the Draft Prospectus, the Prospectus, the Application
Forms, the terms and conditions of the Debenture Trust Deed, requirements
of the RBI, other applicable statutory and/or regulatory requirements relating
to the issue and listing, of securities and any other documents that may be
executed in connection with the Unsecured NCDs.
5. A register of Unsecured NCD Holders holding Unsecured NCDs in physical
form (Register of Unsecured NCD Holders) will be maintained in
accordance with Section 88 of the Companies Act, 2013 and all interest and
principal sums becoming due and payable in respect of the Unsecured NCDs
will be paid to the registered holder thereof for the time being or in the case
of joint-holders, to the person whose name stands first in the Register of
Unsecured NCD Holders as on the Record Date. For the Unsecured NCDs
issued in dematerialized form, the Depositories shall also maintain the up to
date record of holders of the Unsecured NCDs in dematerialized Form. In
terms of Section 88(3) of the Companies Act, 2013, the register and index of
beneficial of Unsecured NCDs maintained by a Depository for any NCDs in
dematerialized form under Section 11 of the Depositories Act shall be deemed
to be a Register of NCD holders for this purpose.
6. Subject to compliance with RBI requirements, Unsecured NCDs can be rolled
over only with the consent of the Unsecured NCD Holders of at least 75.00%
of the outstanding amount of the Unsecured NCDs after providing at least
21 days prior notice for such roll over and in accordance with the SEBI Debt
Regulations. Our Company may redeem the debt securities of all the debt
securities holders, who have not given their positive consent to the roll-over.
The aforementioned rights of the Unsecured NCD Holders are merely
indicative. The final rights of the Unsecured NCD Holders will be as per the
terms of the Prospectus and the Debenture Trust Deed.
55. Nomination facility to NCD Holder
In accordance with Rule 19 of the Companies (Share Capital and Debentures) Rules,
2014 (Rule 19) and the Companies Act, 2013, the sole NCD holder, or first NCD
holder, along with other joint NCD Holders (being individual(s)), may nominate,
in the Form No. SH.13, any one person with whom, in the event of the death of
Applicant the NCDs were Allotted, if any, will vest. Where the nomination is made
in respect of the NCDs held by more than one person jointly, all joint holders shall
together nominate in Form No.SH.13 any person as nominee. A nominee entitled to
the NCDs by reason of the death of the original holder(s), will, in accordance with
Rule 19 and Section 56 of the Companies Act, 2013, be entitled to the same benefits
to which he or she will be entitled if he or she were the registered holder of the
NCDs. Where the nominee is a minor, the NCD holder(s) may make a nomination
to appoint, in Form No. SH.14, any person to become entitled to NCDs in the event
of the holders death during minority. A nomination will stand rescinded on a sale/
transfer/alienation of NCDs by the person nominating. A buyer will be entitled to
make a fresh nomination in the manner prescribed. Fresh nomination can be made
only on the prescribed form available on request at our Registered Office, Corporate
Office or with the Registrar to the Issue.
NCD Holder(s) are advised to provide the specimen signature of the nominee to us
23
and the rules and regulations thereunder, shall apply, mutatis mutandis (to the extent
applicable to debentures) to the Secured NCDs as well. In respect of the Secured
NCDs held in physical form, a common form of transfer shall be used for the same.
The Secured NCDs held in dematerialised form shall be transferred subject to and
in accordance with the rules/ procedures as prescribed by NSDL/CDSL and the
relevant Depositary Participants of the transferor transferee and any other applicable
laws and rules notified in respect thereof. The transferees should ensure that the
transfer formalities are completed at prior to the Record Date. 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 records as maintained by the
Depositories. In such cases, claims, if any, by the transferees would need to be
settled with the transferors and not with the Issuer or Registrar.
61. Title
In case of:
Secured NCDs held in the dematerialised form, the person for the time being
appearing in the register of beneficial owners maintained by the Depository;
and
the Secured NCDs held in physical form, the person for the time being
appearing in the register of NCD Holders as Secured NCD holder, shall
be treated for all purposes by our Company, the Debenture Trustee, the
Depositories and all other persons dealing with such person as the holder
thereof and its absolute owner for all purposes whether or not it is overdue and
regardless of any notice of ownership, trust or any interest in it or any writing
on, theft or loss of the Consolidated NCD Certificates issued in respect of the
Secured NCDs and no person will be liable for so treating the Secured NCD
holder.
No transfer of title of a NCD will be valid unless and until entered on the
register of NCD holders or the register of beneficial owners maintained by
the Depository prior to the Record Date. In the absence of transfer being
registered, interest and/or maturity amount, as the case may be, will be paid
to the person, whose name appears first in the register of the NCD Holders
maintained by the Depositories and/or our Company and/or the Registrar, as
the case may be. In such cases, claims, if any, by the purchasers of the Secured
NCDs will need to be settled with the seller of the Secured NCDs and not
with our Company or the Registrar. The provisions relating to transfer and
transmission and other related matters in respect of our Companys shares
contained in the Articles of Association of our Company and the Companies
Act/ the relevant provisions of the Companies Act, 2013 applicable as on the
date of the Prospectus shall apply, mutatis mutandis (to the extent applicable)
to the Secured NCD(s) as well.
For Secured NCDs held in electronic form
The normal procedure followed for transfer of securities held in dematerialised form
shall be followed for transfer of the Secured NCDs held in electronic form. The
seller should give delivery instructions containing details of the buyers Depository
Participant account to his depository participant.
In case the transferee does not have a Depository Participant account, the seller can
re-materialise the Secured NCDs in Series I, II, III, IV, V, VI and VII, and thereby
convert his dematerialised holding into physical holding. Thereafter these Secured
NCDs can be transferred in the manner as stated above for transfer of Secured NCDs
held in physical form.
For Unsecured NCDs held in physical form
The Unsecured NCDs shall be transferred or transmitted freely in accordance with
the applicable provisions of the Companies Act, 2013 and all other applicable laws
including FEMA and the rules and regulations thereunder. The provisions relating to
transfer and transmission and other related matters in respect of our shares contained
in the Articles, the Companies Act, 2013, and all applicable laws including FEMA
and the rules and regulations thereunder, shall apply, mutatis mutandis (to the
extent applicable to debentures) to the Unsecured NCDs as well. In respect of the
Unsecured NCDs held in physical form, a common form of transfer shall be used
for the same. The Unsecured NCDs held in dematerialised form shall be transferred
subject to and in accordance with the rules/ procedures as prescribed by NSDL/
CDSL and the relevant Depositary Participants of the transferor transferee and any
other applicable laws and rules notified in respect thereof. The transferees should
ensure that the transfer formalities are completed at prior to the Record Date. 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 records as maintained
by the Depositories. In such cases, claims, if any, by the transferees would need to be
settled with the transferors and not with the Issuer or Registrar.
NCD Holders who wish to hold the NCDs in physical form may do so by submitting
a request to their DP at any time after Allotment in accordance with the applicable
procedure stipulated by the DP, in accordance with the Depositories Act and/or rules
as notified by the Depositories from time to time. Holders of NCDs who propose
to rematerialize their NCDs, would have to mandatorily submit details of their
bank mandate along with a copy of any document evidencing that the bank
account is in the name of the holder of such NCDs and their Permanent Account
Number to our Company and the DP. No proposal for rematerialization of
NCDs would be considered if the aforementioned documents and details are
not submitted along with the request for such rematerialization.
67. Restriction on transfer of NCDs
There are no restrictions on transfers and transmission of NCDs and on their
consolidation/ splitting except as may be required under applicable statutory and/
or regulatory requirements including any requirements of the RBI, NHB and/or as
provided in our Articles of Association. Please see Main Provisions of Articles of
Association of our Company on page 280 of the Prospectus.
68. Period of Subscription
ISSUE PROGRAMME*
ISSUE OPENS ON
September 15, 2016
ISSUE CLOSES ON
September 23, 2016
*The Issue shall remain open for subscription on Working Days from September 15,
2016 to September 23, 2016 during the period indicated above, except that the Issue
may close on such earlier date or extended date as may be decided by the Board
of Directors of our Company (Board) or the Bond Issue Committee. In the event
of an early closure or extension of the Issue, our Company shall ensure that notice
of the same is provided to the prospective investors through an advertisement in a
daily national newspaper with wide circulation on or before such earlier or initial
date of Issue closure.
Applications Forms for the Issue will be accepted only between 10.00 a.m. and 5.00
p.m. (Indian Standard Time) or such extended time as may be permitted by the Stock
Exchange, during the Issue Period as mentioned above on all days between Monday
and Friday (both inclusive barring public holiday), (i) by the Lead Managers or
the Trading Members of the Stock Exchange, as the case maybe, at the centers
mentioned in Application Form through the non-ASBA mode or, (ii) in case of
ASBA Applications, (a) directly by the Designated Branches of the SCSBs or (b) by
the centers of the Lead Managers or the Trading Members of the Stock Exchange, as
the case maybe, only at the Selected Cities. On the Issue Closing Date Application
Forms will be accepted only between 10.00 a.m. and 3.00 p.m. (Indian Standard
Time) and uploaded until 5.00 p.m. or such extended time as may be permitted by
the Stock Exchange.
Due to limitation of time available for uploading the Applications on the Issue
Closing Date, Applicants are advised to submit their Application Forms one
day prior 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 a large
number of Applications are received on the Issue Closing Date, there may be some
Applications which are not uploaded due to lack of sufficient time to upload. Such
Applications that cannot be uploaded will not be considered for allocation under
the Issue. Application Forms will only be accepted on Working Days during the
Issue Period. Neither our Company, nor the Lead Managers or Trading Members of
the Stock Exchange are liable for any failure in uploading the Applications due to
failure in any software/ hardware systems or otherwise. Please note that the Basis of
Allotment under the Issue will be on a date priority basis in accordance with SEBI
Circular dated October 29, 2013.
69. Interest/Premium
Series I NCDs
In case of Series I NCDs, interest would be paid annually on an Actual/ Actual
basis at the following Coupon Rate in connection with the relevant categories of
NCD holders, on the amount outstanding from time to time, commencing from the
Deemed Date of Allotment of each Series I NCDs:
Category of NCD holder
Coupon rate (%) per annum
Category I Investor
8.55%
Category II Investor
8.55%
Category III Investor
8.65%
Category IV Investor
8.70%
Series I NCDs shall be redeemed at the Face Value along with the interest accrued
thereon, if any, at the end of 3 years from the Deemed Date of Allotment.
Investors in Category IV, who are senior citizen on Deemed Date of Allotment and
also the relevant record dates, will be eligible for additional coupon of 0.10% p.a.
would be paid annually at 8.80% p.a.
25
also the relevant record dates, NCDs shall be redeemed at ` 2,390.30 subject to
applicable tax deducted at source if any on the Record Date for redemption of the
Series VII.
Series VIII NCDs
In case of Series VIII NCDs, interest would be paid monthly on an Actual/ Actual
basis at the following Coupon Rate in connection with the relevant categories of
NCD holders, on the amount outstanding from time to time, commencing from the
Deemed Date of Allotment of each Series VIII NCDs:
Category of NCD holder
Coupon rate (%) per annum
Category I Investor
8.65%
Category II Investor
8.65%
Category III Investor
8.79%
Category VI Investor
8.79%
Series VIII NCDs shall be redeemed at the Face Value thereof along with the interest
accrued thereon, if any, at the end of 10 years from the Deemed Date of Allotment.
Investors in Category IV, who are senior citizen on Deemed Date of Allotment and
also the relevant record dates, will be eligible for additional coupon of 0.10% p.a.
would be paid monthly at 8.89% p.a.
Series IX NCDs
In case of Series IX NCDs, interest would be paid annually on an Actual/ Actual
basis at the following Coupon Rate in connection with the relevant categories of
NCD holders, on the amount outstanding from time to time, commencing from the
Deemed Date of Allotment of each Series IX NCDs:
Category of NCD holder
Coupon rate (%) per annum
Category I Investor
9.00%
Category II Investor
9.00%
Category III Investor
9.15%
Category VI Investor
9.15%
Series IX NCDs shall be redeemed at the Face Value thereof along with the interest
accrued thereon, if any, at the end of 10 years from the Deemed Date of Allotment.
Investors in Category IV, who are senior citizen on Deemed Date of Allotment and
also the relevant record dates, will be eligible for additional coupon of 0.10% p.a.
would be paid annually at 9.25% p.a.
Series X NCDs
Series X NCDs shall be redeemed at ` 2,368.48 per NCD for Category I Investors
and Category II Investors and ` 2,401.30 for Category III Investors and Category IV
Investors, at the end of 10 years from the Deemed Date of Allotment.
Investors in Category IV who are senior citizen on Deemed Date of Allotment and
also the relevant record dates, NCDs shall be redeemed at ` 2,423.40 subject to
applicable tax deducted at source if any on the Record Date for redemption of the
Series X.
70. Basis of payment of Interest
The Tenor, Coupon Rate / Yield and Redemption Amount applicable for each
Series of NCDs shall be determined at the time of Allotment of NCDs. NCDs once
allotted under any particular Series of NCDs shall continue to bear the applicable
Tenor, Coupon/Yield and Redemption Amount as at the time of original Allotment
irrespective of the category of NCD Holder on any record date, and such tenor,
coupon/yield and redemption amount as at the time of original allotment will not
be impacted by trading of any series of NCDs between the categories of persons or
entities in the secondary market.
We may enter into an arrangement with one or more banks in one or more cities for
direct credit of interest to the account of the Investors. In such cases, interest, on the
interest payment date, would be directly credited to the account of those Investors
who have given their bank mandate.
We may offer the facility of NECS, NEFT, RTGS, Direct Credit and any other
method permitted by RBI and SEBI from time to time to help NCD Holders. The
terms of this facility (including towns where this facility would be available) would
be as prescribed by RBI. Refer to the paragraph on Manner of Payment of Interest/
Refund on page 241 of the Prospectus.
71. Taxation (Secured NCDs)
As per clause (ix) of Section 193 of the I.T. Act, no tax is required to be withheld
on any interest payable on any security issued by a company, where such security
is in dematerialized form and is listed on a recognized stock exchange in India in
accordance with the Securities Contracts (Regulation) Act, 1956 (42 of 1956) and
the rules made thereunder. Accordingly, no tax will be deducted at source from the
interest on listed Secured NCDs held in the dematerialised form.
However in case of Secured NCDs held in physical form, as per the current
provisions of the IT Act, tax will not be deducted at source from interest payable
pay interest on Application Amounts on the amount Allotted from three Working
Days from the date of upload of each Application on the electronic Application
platform of the BSE and NSE up to one day prior to the Deemed Date of Allotment.
Our Company may enter into an arrangement with one or more banks in one or more
cities for direct credit of interest to the account of the Applicants. Alternatively,
the interest warrant will be dispatched along with the Letter(s) of Allotment/ NCD
Certificates at the sole risk of the Applicant, to the sole/first Applicant.
Interest on application amounts received which are liable to be refunded
Our Company shall pay interest at the rate of 6.00% p.a. on application amount
which is liable to be refunded to the Applicants, other than to ASBA Applicants, in
accordance with the provisions of the SEBI Debt Regulations and/or the Companies
Act 2013, or other applicable statutory and/or regulatory requirements, subject
to deduction of income tax under the provisions of the Income Tax Act, 1961, as
amended, as applicable, to any Applicants to whom NCDs are allotted pursuant to
the Issue from the date of realization of the cheque(s)/demand draft(s) up to one day
prior to the Deemed Date of Allotment. In the event that such date of realization
of the cheque(s)/ demand draft(s) is not ascertainable in terms of banking records,
we shall pay interest on Application Amounts on the amount Allotted from three
Working Days from the date of upload of each Application on the electronic
Application platform of the BSE and NSE up to one day prior to the Deemed Date
of Allotment, at the rate as specified in the Prospectus. Such interest shall be paid
along with the monies liable to be refunded. Interest warrant will be dispatched /
credited (in case of electronic payment) along with the Letter(s) of Refund at the
sole risk of the Applicant, to the sole/first Applicant.
In the event our Company does not receive a minimum subscription, as specified in
the Prospectus on the date of closure of the Issue, our Company shall pay interest
on application amount which is liable to be refunded to the Applicants, other than
to ASBA Applicants, in accordance with the provisions of the Debt Regulations
and/or the Companies Act, 2013, or other applicable statutory and/or regulatory
requirements, subject to deduction of income tax under the provisions of the
Income Tax Act, 1961, as amended, as applicable, from the date of realization
of the cheque(s)/demand draft(s) or 3 (three) days from the date of receipt of the
application (being the date of upload of each application on the electronic platform
of the Stock Exchange) whichever is later and up to the date of closure of the Issue
at the rate of 15% per annum. Such interest shall be paid along with the monies
liable to be refunded. Interest warrant will be dispatched / credited (in case of
electronic payment) to the account of the Applicants, other than ASBA Applicants,
as mentioned in the depositary records along with the Letter(s) of Refund at the sole
risk of the applicant, to the sole/first applicant.
Provided that, notwithstanding anything contained hereinabove, our Company
shall not be liable to pay any interest on monies liable to be refunded in case of (a)
invalid applications or applications liable to be rejected, (b) applications which are
withdrawn by the Applicant and/or (c) monies paid in excess of the amount of NCDs
applied for in the Application Form. Please refer to Rejection of Applications on
page 270 of the Prospectus.
76. Maturity and Redemption
The NCDs pursuant to the Prospectus have a fixed maturity date. The date of
maturity of the NCDs is as follows:
Series of NCDs
I
II
III
IV
V
VI
VII
VIII
IX
X
27
On the redemption date, redemption proceeds would be paid by cheque/ pay order/
electronic mode to those Secured NCD Holders whose names appear on the list of
beneficial owners given by the Depositories to us. These names would be as per
the Depositories records on the Record Date fixed for the purpose of redemption.
These Secured NCDs will be simultaneously extinguished to the extent of the
amount redeemed through appropriate debit corporate action upon redemption of
the corresponding value of the Secured NCDs. It may be noted that in the entire
process mentioned above, no action is required on the part of Secured NCD Holders.
Our liability to Secured NCD Holders towards his/their rights including for payment/
redemption in all events shall end when we dispatch the redemption amounts to the
Secured NCD Holders.
Further, we will not be liable to pay any interest, income or compensation of any
kind from the date of redemption of the Secured NCDs.
*In the event, the interest / payout of total coupon / redemption amount 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 `1,837.5, then the amount shall be rounded
off to ` 1,838.
83. Procedure for Redemption by Unsecured NCD holders
The procedure for redemption is set out below:
Unsecured NCDs held in physical form:
No action would ordinarily be required on the part of the Unsecured NCD Holder
at the time of redemption and the redemption proceeds would be paid to those
Unsecured NCD Holders whose names stand in the register of debenture holders
maintained by us on the Record Date fixed for the purpose of Redemption. However,
our Company may require that the Unsecured NCD certificate(s), duly discharged
by the sole holder/all the joint-holders (signed on the reverse of the Unsecured NCD
certificates) be surrendered for redemption on maturity and should be sent by the
Unsecured NCD Holders by Registered Post with acknowledgment due or by hand
delivery to our office or to such persons at such addresses as may be notified by
us from time to time. Unsecured NCD Holders may be requested to surrender the
Unsecured NCD certificates in the manner as stated above, not more than three
months and not less than one month prior to the redemption date so as to facilitate
timely payment.
We may at our discretion redeem the Unsecured NCDs without the requirement of
surrendering of the Unsecured NCD certificates by the holder(s) thereof. In case we
decide to do so, the holders of Unsecured NCDs need not submit the Unsecured NCD
certificates to us and the redemption proceeds would be paid to those Unsecured
NCD holders whose names stand in the register of debenture holders maintained by
us on the Record Date fixed for the purpose of redemption of Unsecured NCDs. In
such case, the Unsecured NCD certificates would be deemed to have been cancelled.
Also see the para Payment on Redemption given below.
Unsecured NCDs held in electronic form:
No action is required on the part of Unsecured NCD holder(s) at the time of
redemption of Unsecured NCDs.
Payment on Redemption
The manner of payment of redemption is set out below.
Unsecured NCDs held in physical form
The payment on redemption of the Unsecured NCDs will be made by way of
cheque/pay order/ electronic modes. However, if our Company so requires, the
aforementioned payment would only be made on the surrender of Unsecured NCD
certificates, duly discharged by the sole holder/ all the joint-holders (signed on the
reverse of the Secured NCD certificates). Despatch of cheques/ pay orders, etc. in
respect of such payment will be made on the redemption date or (if so requested by
our Company in this regard) within a period of 30 days from the date of receipt of
the duly discharged NCD certificate.
In case we decide to do so, the redemption proceeds in the manner stated above
would be paid on the redemption date to those Unsecured NCD Holders whose
names stand in the register of debenture holders maintained by us on the Record
Date fixed for the purpose of Redemption. Hence the transferees, if any, should
ensure lodgement of the transfer documents with us at least seven days prior to
the Record Date. In case the transfer documents are not lodged with us at least
seven days prior to the Record Date and we dispatch the redemption proceeds to the
transferor, claims in respect of the redemption proceeds should be settled amongst
the parties inter se and no claim or action shall lie against us or the Registrar to the
Issue.
Our liability to Unsecured NCD Holders towards their rights including for payment
or otherwise shall stand extinguished from the redemption in all events and when we
dispatch the redemption amounts to the Unsecured NCD Holders.
OTHER INSTRUCTIONS
92. Impersonation
As a matter of abundant caution, attention of the Investors is specifically drawn to
the provisions of sub-section (1) of Section 38 of the Companies Act, 2013 which
is reproduced below:
Any person who- (a) makes or abets making of an application in a fictitious name
to a company for acquiring, or subscribing for, its securities; or (b) makes or abets
making of multiple applications to a company in different names or in different
combinations of his name or surname for acquiring or subscribing for its securities;
or (c) otherwise induces directly or indirectly a company to allot, or register any
transfer of, securities to him, or to any other person in a fictitious name, shall be
liable for action under section 447 of the Companies Act, 2013
93. Pre-closure
Our Company, in consultation with the Lead Managers reserves the right to close
the Issue at any time prior to the Issue Closing Date, subject to receipt of minimum
subscription or as may be specified in the Prospectus. Our Company shall allot
NCDs with respect to the Applications received until the time of such pre-closure in
accordance with the Basis of Allotment as described herein and subject to applicable
statutory and/or regulatory requirements. In the event of such early closure of the
Issue, our Company shall ensure that public notice of such early closure is published
on or before such early date of closure or the Issue Closing Date, as applicable,
through advertisement(s) in all those newspapers in which preissue advertisement
and advertisement for opening or closure of the issue have been given.
94. Minimum Subscription
In terms of the SEBI circular dated June 17, 2014, for an issuer undertaking a public
issue of debt securities the minimum subscription for public issue of debt securities
shall be 75% of the Base Issue. If our Company does not receive the minimum
subscription of 75 % of the Base Issue, i.e. `26,250 million prior to the Issue Closing
Date, the entire subscription amount shall be refunded to the Applicants within 12
days from the date of closure of the Issue. The refunded subscription amount shall
be credited only to the account from which the relevant subscription amount was
remitted In the event, there is a delay, by the Issuer in making the aforesaid refund,
our Company will pay interest at the rate of 15% per annum for the delayed period.
Under Section 39(3) of the Companies Act, 2013 read with Rule 11(2) of the
Companies (Prospectus and Allotment of Securities) Rules, 2014 if the stated
minimum subscription amount is not received within the specified period, the
application money received is to be credited only to the bank account from which
the subscription was remitted. To the extent possible, where the required information
for making such refunds is available with our Company and/or Registrar, refunds
will be made to the account prescribed. However, where our Company and/or
Registrar does not have the necessary information for making such refunds, our
Company and/or Registrar will follow the guidelines prescribed by SEBI in this
regard including its circular (bearing CIR/IMD/DF-1/20/2012) dated July 27, 2012.
95. Utilisation of Application Amount
The sum received in respect of the Issue will be kept in separate bank accounts until
the documents for creation of security are executed and we will have access to such
funds as per applicable provisions of law(s), regulations and approvals.
96. Utilisation of Issue Proceeds
a) All monies received pursuant to the issue of NCDs to public shall be
transferred to a separate bank account other than the bank account referred to
in sub-section (3) of section 40 of the Companies Act, 2013.
b) Details of all monies utilised out of Issue referred to in sub-item (a) shall be
disclosed under an appropriate separate head in our Balance Sheet indicating
the purpose for which such monies had been utilised; and
c) Details of all unutilised monies out of issue of NCDs, if any, referred to in subitem (a) shall be disclosed under an appropriate separate head in our Balance
Sheet indicating the form in which such unutilised monies have been invested.
d) We shall utilize the Issue proceeds only upon execution of the documents
for creation of security and receipt of listing and trading approval from the
Stock Exchanges as stated in the Prospectus and on receipt of the minimum
subscription.
29
The Issue proceeds shall not be utilized towards full or part consideration
for the purchase or any other acquisition, inter alia by way of a lease, of any
immovable property.
97. Filing of the Prospectus with the RoC
A copy of the Prospectus will be filed with the RoC, in accordance with Section 26
and Section 31 of Companies Act, 2013.
98. Pre-Issue Advertisement
Subject to Section 30 of the Companies Act, 2013, our Company will issue a
statutory advertisement on or before the Issue Opening Date. This advertisement
will contain the information as prescribed in Schedule IV of SEBI Debt Regulations
in compliance with the Regulation 8(1) of SEBI Debt Regulations. Material updates,
if any, between the date of filing of the Prospectus with ROC and the date of release
of the statutory advertisement, will be included in the statutory advertisement.
99. Listing
The NCDs offered through the Prospectus are proposed to be listed on the Stock
Exchanges. Our Company has obtained an in-principle approval for the Issue
from NSE vide their letter dated NSE/LIST/85172 and from BSE vide their letter
dated DCS/BM/PI-BOND/2/16-17. For the purposes of the Issue, BSE shall be the
Designated Stock Exchange.
Our Company will ensure that all steps for the completion of the necessary
formalities for listing and commencement of trading at the Stock Exchange are
taken within 12 Working Days of the Issue Closing Date. For the avoidance of
doubt, it is hereby clarified that in the event of non-subscription to any one or more
of the series, such series(s) of NCDs shall not be listed.
DETAILS PERTAINING TO THE ISSUER
A. GENERAL INFORMATION
Our Company was incorporated under the Companies Act, 1956 on May 10, 2005,
with the Registrar of Companies, National Capital Territory of Delhi and Haryana
and received a certificate for commencement of business from the RoC on January
10, 2006.
Registered Office
M-62 & 63, First Floor, Connaught Place, New Delhi 110001
Telephone No.: +91 11 3025 2900 Facsimile No.: +91 11 3025 2501
Email: ihflpublicncd@indiabulls.com
Website: www.indiabullshomeloans.com
Corporate Office(s)
Indiabulls Finance Centre, Senapati Bapat Marg,
Elphinstone road, Mumbai 400 013
Telephone No.: + 91 22 6189 1000 Facsimile No.: +91 22 6189 1421
Email: helpdesk@indiabulls.com
Website: www.indiabullshomeloans.com
Indiabulls House, 448-451, Udyog Vihar, Phase - V, Gurgaon 122 016
Telephone No.: + 91 124 668 1199 Facsimile No.: + 91 124 668 1240
Email: helpdesk@indiabulls.com
Website: www.indiabullshomeloans.com;
Registration No.: 55-136029
Corporate Identification Number: L65922DL2005PLC136029
We received a certificate of registration from the NHB to carry on the business
of a housing finance institution in December 28, 2005 having registration number
02.0063.05.
Chief Financial Officer:
The details of our Chief Financial Officer are set out below:
Mr. Mukesh Garg
Chief Financial Officer
Indiabulls House, 448-451, Udyog Vihar, Phase - V,
Gurgaon - 122 001 New Delhi 110 001
Telephone No.: + 91 124 668 1199 Facsimile No.: + 91 124 668 1111
Email: mukesh.garg@indiabulls.com
Compliance Officer and Company Secretary
The details of the person appointed to act as Compliance Officer for the purposes of
this Issue are set out below:
30
6,000.0
10,000.0
16,000.0
843.8
72,930.9
March 25,
2011
March 8,
2013*
Number of
equity shares
allotted
312,511,167
54,186
310,170
35,337
20,170
3,000
14,000,000
July 25,
2013
3,150,000
October 29,
2013
3,000,000
November
29, 2013
23,304
10,164
32,925
550,000
January 4,
2014
March 14,
2014
303,918
1,848
11,500
2,250
2,244
19,180
1,080
51,138
45,990
1,500
20,000
April 25,
2014
May 5,
2014
June 4,
2014
July 7,
2014
July 11,
2014
July 25,
2014
July 31,
2014
August 2,
2014
August 21,
2014
September
19, 2014
September
23, 2014
November
26, 2014
December
3, 2014
5,832
22,693
3,828
450
3,800
130,000
60,000
2
2
2
2
2
2
2
39.7
94.0
98
123.9
151.7
223
223
41.7
96.0
100
125.9
153.7
225
225
Cash
Cash
Cash
Cash
Cash
Cash
Cash
334,197,674
334,327,674
334,387,674
119,600
30,717
20,000
2
2
2
94.0
98
223
96.0
100
225
Cash
Cash
Cash
334,537,991
334,557,991
3,940,000
19,000
20,000
2
2
2
223
156.5
223
225
158.5
225
Cash
Cash
Cash
338,497,991
338,516,991
338,536,991
40,000
223
225
Cash
338,576,991
10,005,400
223
225
Cash
348,582,391
6,520,000
223
225
Cash
355,102,391
20,900
223
225
Cash
355,123,291
8,975
13,332
8,280
2
2
2
94.0
98
123.9
96.0
100
125.9
Cash
Cash
Cash
355,153,878
31
Number of
Face value Premium Issue price
Nature of
Nature of Allotment
equity shares per equity per equity per equity Consideration No. of Equity Equity Share
Shares
Capital
allotted
share (`)
share (`)
share (`)
January 2,
324
2
39.7
41.7
Cash
355,461,401 710,922,802 Equity Shares allotted under various ESOP Schemes
1,848
2
98
100
Cash
2015
303,271
2
94.0
96.0
Cash
1,000
2
156.5
158.5
Cash
1,080
2
123.9
125.9
Cash
January 29,
80,000
2
223
225
Cash
355,541,401 711,082,802 Conversion of Warrants into equivalent no. of Equity
2015
Shares
March 5,
1,320
2
98
100
Cash
355,564,466 711,128,932 Equity Shares allotted under various ESOP Schemes
10,845
2
94.0
96.0
Cash
2015
100
2
156.5
158.5
Cash
10,800
2
123.9
125.9
Cash
April 6,
20,000
2
223
225
Cash
355,584,466 711,168,932 Conversion of Warrants into equivalent no. of Equity
2015
Shares
April 23,
26,000
2
223
225
Cash
355,610,466 711,220,932 Conversion of Warrants into equivalent no. of Equity
2015
Shares
May 1,
41,148
2
39.7
41.7
Cash
355,658,714 711,317,428 Equity Shares allotted under various ESOP Schemes
5,500
2
94.0
96.0
Cash
2015
1,500
2
151.7
153.7
Cash
100
2
156.5
158.5
Cash
July 13,
49,700
2
223
225
Cash
355,708,414 711,416,828 Conversion of warrants into equivalent no. of Equity
2015
Shares
July 29,
6,548,000
2
223
225
Cash
362,256,414 724,512,828 Conversion of warrants into equivalent no. of Equity
2015
Shares
702
2
39.7
41.7
Cash
362,275,720 724,551,440 Equity Shares allotted under various ESOP Schemes
264
2
98
100
Cash
14,000
2
94.0
96.0
Cash
4,340
2
156.5
158.5
Cash
September
56,934,372
2
700
702
Cash
419,210,092 838,420,184 Allotment of Equity Shares under QIP
15, 2015
September
2,160
2
39.7
41.7
Cash
419,234,932 838,469,864 Equity Shares allotted under various ESOP Schemes
5,700
2
94.0
96.0
Cash
22, 2015
1,980
2
98
100
Cash
15,000
2
156.5
158.5
Cash
October 30
1,338,299
2
392.8
394.8
Cash
420,575,681 841,151,362 Equity Shares allotted under various ESOP Schemes
2,350
2
94.0
96.0
Cash
,2015
100
2
156.5
158.5
Cash
January 4,
324
2
39.7
41.7
Cash
421,223,064 842,446,128 Equity Shares allotted under various ESOP Schemes
9,372
2
98
100
Cash
2016
279,911
2
94.0
96.0
Cash
100
2
156.5
158.5
Cash
200
2
151.7
153.7
Cash
357,476
2
392.8
394.8
Cash
January 30,
11,550
2
94.0
96.0
Cash
421,239,534 842,479,068 Equity Shares allotted under various ESOP Schemes
1,320
2
98
100
Cash
2016
3,600
2
123.9
125.9
Cash
March 18,
1,080
2
39.7
41.7
Cash
421,291,962 842,583,924 Equity Shares allotted under various ESOP Schemes
528
2
98
100
Cash
2016
38,720
2
94.0
96.0
Cash
1,500
2
151.7
153.7
Cash
10,600
2
392.8
394.8
Cash
May 3,
55,224
2
39.7
41.7
Cash
421,357,786 842,715,572 Equity Shares allotted under various ESOP Schemes
10,600
2
94.0
96.0
Cash
2016
May 20,
13,800
2
392.8
394.8
Cash
421,371,586 842,743,172 Equity Shares allotted under ESOP Schemes
2016
August 1,
79,000
2
94.0
96.0
Cash
421,895,856 843,791,712 Equity Shares allotted under various ESOP Schemes
61,434
2
98
100
Cash
2016
157,200
2
94.0
96.0
Cash
19,100
2
156.5
158.5
Cash
207,536
2
392.8
394.8
Cash
(1)
Upon the IBFSL Scheme coming into effect, our Company had issued and allotted, inter-alia an aggregate of 31,25,11,167 Equity shares to the shareholders
of IBFSL, whose names appeared on its register of members/ records of the depositories as the holders/beneficial holders of the shares of IBFSL as of March
20, 2013.
(2)
Upon the IBFSL Scheme coming into effect (and as an integral part of the IBFSL Scheme) one equity share of face value of ` 10 each of our Company was
sub-divided into five Equity Shares of ` 2 each, without any further action.
(3)
In terms of the IBFSL Scheme, as consideration for the amalgamation of IBFSL into our Company, each equity shareholders of IBFSL (as on the record date
for the IBFSL Scheme) was issued and allotted Equity Shares, in the ratio of one fully paid up Equity Share for every one equity share of face value of ` 2
held each such shareholder in IBFSL as on the record date. Further, upon the IBFSL Scheme coming into effect, all of the equity shares of our Company of
face value of ` 2 each held by IBFSL prior to the IBFSL Scheme coming into effect were cancelled without any further effect.
32
Amount (` in million)
73,493.79
34,366.72
32,083.36
29,546.44
Sr. No.
Name
Designation
1
Mr. Gagan Banga
Vice-Chairman, Managing Director, Executive Director
2
Mr. Ashwini Omprakash Kumar
Deputy Managing Director, Executive Director
3
Mr. Ajit Kumar Mittal
Executive Director
Total
5. Shareholding of Directors in Subsidiaries and Joint Ventures
Nil
6. Shareholding pattern of our Company as on June 30, 2016
Sr. Category of Number No. of fully No. of
No. shareholder
of paid up eq- Partly
share- uity shares paidholders
held
up
equity
shares
held
(I)
(II)
(III)
(IV)
(V)
7 101,891,306
67,638 316,153,230
0 3,327,050
67,646 418,044,536
75.63 316,153,230
37,601,278
2,380,842
374,713
60,600
300
Total Shareholding,
as a % assuming
full conversion
of convertible
securities
(as a percentage
of diluted share
capital)
(XII)= (VII)+(X) As
a % of (A+B+C2)
Number of Locked
in shares
Number of Shares
pledged or otherwise
encumbered
No. (a)
No. (a)
As a %
of total
Shares
held(b)
(XIII)
23.78 66,616,806
As a %
of total
Shares
held(b)
Number of
equity shares
held in dematerialised form
(XIV)
(XV)
65.38
12,500,000
12.27
101,891,306
0 316,153,230
75.03
10,433,907
76.22
0.00
NA
NA
316,136,785
3,327,050
NA
3,327,050
3,327,050
0.79
NA
0.00
NA
NA
3,327,050
0.00
0.00
0.00
0.00
NA
NA
0 421,371,586
100.00
10,433,907
100.00 66,616,806
15.81
12,500,000
12.27
421,355,141
0 3,327,050 421,371,586
100.00 421,371,586
Name
Mr. Sameer Gehlaut
Europacific Growth Fund
Cinnamon Capital Limited
Orthia Land Development Private Limited
Orthia Developers Private Limited
Merrill Lynch Capital Markets Espana S.A. S.V.
Mr. Rajiv Rattan
Cleta Properties Private Limited
GyanSagar Real Estate Private Limited
Copthall Mauritius Investment Limited
Total
33
Sr.
No.
1
2
3
4
5
6
7
8
9
10
Refer
Note
1
Note
2
Refer
44,310
20,950
19,730
17,598
10,463
10,000
9,500
7,000
6,725
6,050
152,326
(` in million)
Prior to the
Issue (as of
March 31, 2016)
Post Proposed
Issue3&4
(Proforma)
355,212.6
143,108.2
112,532.4
425,212.6
143,108.2
112,532.4
610,853.1
680,853.1
842.6
106,096.6
106,939.2
3.9
842.6
106,096.6
106,939.2
4.6
5.3
5.9
Prior to the
Issue (as of
March 31, 2016)
(` in million)
Post Proposed
Issue3&4
(Proforma)
C. HISTORY, MAIN
AGREEMENTS
OBJECTS
AND
KEY
Our Company was incorporated under the Companies Act, 1956 on May 10,
2005 with the Registrar of Companies, National Capital Territory of Delhi and
Haryana (RoC) and received a certificate for commencement of business
from the RoC on January 10, 2006.
Our Company was promoted by Mr. Sameer Gehlaut, Mr. Rajiv Rattan and
Mr. Saurabh Kumar Mittal. Our Companys current Promoter and Promoter
Group comprise Mr. Sameer Gehlaut, Arbutus Properties Private Limited,
Cleta Properties Private Limited, Cleta Buildtech Private Limited, Gyan Sagar
Real Estate Private Limited, Orthia Land Development Private Limited, Orthia
Developers Private Limited, Inuus Infrastructure Private Limited and Inuus
Land Development Private Limited. The registered office of our Company is
M-62 and 63, First Floor, Connaught Place, New Delhi 110 001. The original
signatories to the MOA are Indiabulls Financial Services Limited who was
allotted 49,994 equity shares, and Mr. Rajiv Rattan, Mr. Ashok Sharma, Ms.
Aneeta Nagpal, Mr. Sandeep Arora, Mr. Tejinderpal Singh Miglani and Mr.
Sanjeev Ranjan, as nominees of Indiabulls Financial Services Limited, who
were allotted 1 equity share each at the time of incorporation of our Company.
The liability of the members of the Company is limited.
Change in registered office of our Company
Our registered office address was changed from F-60, Malhotra Building, 2nd
Floor, Connaught Place, New Delhi- 110001, India, to M-62 & 63, 1st Floor,
Connaught Place, New Delhi 110001, India with effect from October 1, 2013.
Main objects of our Company
The primary objects of our Company as contained in the main objects clause of
our Memorandum of Association are:
To carry on the business of housing finance in India and elsewhere; to
provide finance and to undertake all lending and finance to any person
or persons, co-operative society, A.O.P, body of individuals, companies,
institutions, firms, builders, developers, contractors, tenants and others
either at interest or without and/or with or without any security for
construction, erection, building, repair, remodeling, development,
improvement, purchase of houses, apartments, flats, bungalows, rooms,
huts, townships, and / or other buildings, and real estate of all descriptions
or convenience thereon and / or to purchase any free hold or lease hold
lands, estate or interest in any property and to carry on the business of
long term finance or finance for industrial or agricultural development,
development of infrastructure facility, development of housing in India or
for construction or purchase of residential houses / projects in India.
To build, take on lease, purchase or acquire in any manner whatsoever
any apartments, houses, flats, bungalows, townships, rooms, huts and
buildings of all descriptions and to let or dispose of the same on any
system of instalment payment basis, rent, purchase basis or by outright
sale, whether by private treaty or in any other mode of disposition.
To engage in the business of insurance intermediation, act as a corporate
agent, composite insurance agent, insurance broker, insurance consultant
etc. for the purpose of soliciting or procuring life or general insurance
business for clients and insurance companies, act as an agent for insurance
products such as life, pension, fire, motor and other products and to carry
on the business of insurance either directly or as an insurance agent,
insurance broker or otherwise.
Key terms of our Material Agreements
Our Company has not entered into any material agreement other than in the
ordinary course of business.
For further details please refer section titled History, Main Objects and Key
Agreements on page number 112 of the Prospectus.
D. OUR MANAGEMENT
Board of Directors
The general supervision, direction and management of our Company, its
operations and business are vested in the Board, which exercises its power
subject to the Memorandum and Articles of Association of our Company and
the requirements of the applicable laws. Under our Articles of Association, we
are required to have not less than three directors and not more than 15 directors.
Our Company currently has 11 Directors on its Board.
The composition of the Board is in conformity with section 149 of the
Companies Act, 2013 and Regulation 17 of the SEBI Listing Regulations. At
our Companys annual general meeting, one-third of the Directors for the time
being who are liable to retire by rotation shall retire from office. A retiring
director is eligible for re-election. The quorum for meetings of the Board
of Directors is one-third of the total number of Directors, or two Directors,
whichever is higher, provided that where at any time the number of interested
Directors exceeds or is equal to two-third of the total strength the number of
remaining Directors present at the meeting, being not less than two, shall be
the quorum.
Out of the 11 (eleven) Directors, we have 1 (one) Chairman and Executive
Director, 1 (one) Vice Chairman and Managing Director, 1 (one) Deputy
Managing Director, 1 (one) Executive Director, 1 (one) Non-Executive Woman
Director and 6 (six) are Independent Directors on our Board.
The following table sets forth details regarding the Board at the date of the
prospectus:
Name, Address,
Age Designation
Occupation, DIN, Term
and Nationality#
Mr. Sameer Gehlaut
42 Founder and
Address: Indiabulls
Executive
Finance Centre, Tower 1,
Chairman
th
18 Floor, Elphinstone
Road, Mumbai 400
013.
Occupation: Business
DIN: 00060783
Date of appointment:
March 19, 2013
Term: Not liable to retire
by rotation.
Nationality: Indian
Name, Address,
Occupation, DIN, Term
and Nationality#
Mr. Ashwini Omprakash
Kumar
Address: 1701 & 1702
17th Floor, Ashoka Tower
D-Wing Dr. SS Rao
Road, Parel, Mumbai 400 012.
Occupation: Service
DIN: 03341114
Date of appointment:
August 23, 2011
Term: Liable to retire by
rotation.
Nationality: Indian
Dr. Kamalesh Shailesh
Chandra Chakrabarty
Address: Flat No. 901,
Lotus Heights CHS LTD,
Plot No. 163A, 15th Road,
Opposite Gandhi Maidan,
Chembur, Mumbai 400
071.
Occupation: Consultant
DIN: 03543682
Date of appointment:
October 27, 2014
Term: For a period of
five years, w.e.f. October
27, 2014.
Nationality: Indian
Justice Surinder Singh
Nijjar (Retd.)
Address: C-5, 3rd Floor,
Defence Colony, New
Delhi 110 049.
Occupation: Consultant
DIN: 06964806
Date of appointment:
September 29, 2014
Term: For a period
of two years, w.e.f.
September 29, 2014.
Nationality: Indian
Justice Bisheshwar
Prasad Singh (Retd.)
Address: H. No. 7, S/F
Block A, Neeti Bagh,
New Delhi 110 016
Occupation: Consultant
DIN: 06949954
Date of appointment:
September 29, 2014
Term: For a period
of two years, w.e.f.
September 29, 2014
(Reappointed pursuant
to an AGM dated
September 8, 2016, for a
period of five years, w.e.f
September 29, 2016).
Nationality: Indian
Ms. Manjari Ashok
Kacker
Address: B-702,
Beaumonde, Appa
Saheb Marathe Marg,
Prabhadevi, Mumbai
400 025.
Occupation: Service
DIN: 06945359
Date of appointment:
September 29, 2014
Term: Liable to retire by
rotation
Nationality: Indian
Deputy Nil
Managing
Director/
Executive
Director
64
67
74
64
35
F. OUR SUBSIDIARIES
As on the date of the Prospectus our Company has fifteen subsidiaries and
one Associate Company. For further details please see History and Other
Corporate Matters on page 112 of the Prospectus.
G. OUR PROMOTER
Our Promoter is Mr. Sameer Gehlaut. He is the Chairman of our Board. He
holds a bachelors degree in mechanical engineering from the Indian Institute
of Technology, Delhi. Mr. Gehlaut is associated with several entities in the
Indiabulls group, including as a director in Indiabulls Real Estate Limited. He
has over 15 years of experience in real estate development and finance. Prior to
joining our Company, Mr. Gehlaut was the Chairman on the board of directors
of IBFSL. For further details, please see Our Promoter on page 137 of the
Prospectus.
H. FINANCIAL INFORMATION
Our key operating and financial metrics (on consolidated basis) are as follows:
` in million
Parameters
FY 2016 FY 2015 FY 2014
Networth#
106,267.8 65,651.8 56,388.6
Total Debt
of which
Non Current Maturities of Long Term 355,212.6 291,054.5 201,655.2
Borrowing
Short Term Borrowing
143,108.2 118,614.8 91,474.0
Current Maturities of Long Term 112,532.4 65,205.2 62,266.0
Borrowing
Net Fixed Assets
685.6
541.3
469.1
Non Current Assets (Excluding Fixed 546,666.7 411,191.1 320,549.3
Assets)
Cash and Cash Equivalent
29,017.0 34,902.9 44,190.4
Current Investments
99,685.2 61,408.6 29,223.4
Current Assets ( Excluding Cash and 87,633.9 63,582.4 49,051.5
Cash Equivalent & Current Investments)
Current Liabilities ( Excluding Short term 37,409.3 23,896.4 28,013.9
borrowing , Current Maturities of Long
Term Borrowing)
Non Current Liabilities
9,158.2 7,203.6
3,686.1
Assets Under Management
686,825.5 522,350.3 411,694.0
Off Balance Sheet Assets
Interest Income (Including Treasury 87,649.8 69,115.7 56,568.2
Income)
Interest Expenses*
49,714.3 39,442.0 32,823.8
Provisioning & Write-offs (net of recoveries)
5,068.6 3,002.7
2,297.4
PAT
23,447.5 19,012.4 15,685.4
Gross NPA (%)**
0.8%
0.8%
0.8%
Net NPA (%)***
0.3%
0.4%
0.4%
Tier I Capital Adequacy Ratio
17.9%
15.2%
15.1%
(%)-Standalone
Tier II Capital Adequacy Ratio
2.7%
3.1%
4.1%
(%)-Standalone
* Interest Expenses means the total finance cost
**Gross NPA % = Gross NPA / (Assets Under Management less Off
Balance Sheet Assets)
***Net NPA % = (Gross NPAs less provisions for NPAs, except counter-cyclical provision) / (Assets Under Management less Off Balance
Sheet Assets)
# Net Worth = Share Capital+Reserves and Surplus+Money received
against Share Warrants+Minority Interest-Goodwill on Consolidation
We have included the following financial information in the Prospecuts:
1. Auditors Report and Unaudited Consolidated Financial Statements as of
quarter ended June 30, 2016
2. Auditors Report and Unaudited Standalone Financial Statements as of
quarter ended June 30, 2016
3. Report and Reformatted Consolidated Summary Financial Statements for
the years ended at March 31, 2016, March 31, 2015, March 31, 2014 and
March 31, 2013
Except as described below, our Company, our Subsidiaries, our Promoter and our
Directors are not involved in any material legal proceedings and no proceedings
are threatened, which may have, a material adverse effect on our business,
properties, financial condition or operations. Further, except as described below,
our Company (i) has no outstanding defaults in relation to statutory dues payable,
dues payable to holders of any debentures and interest thereon, and in respect of
deposits and interest thereon, defaults in repayment of loans from any bank or
financial institution; (ii) has not faced any material frauds in the last five years
preceding the date of the prospectus; and (iii) our Company and Subsidiaries have
not faced any inquiry, inspection or investigation conducted under the Companies
Act, 2013 or the Companies Act, 1956 in the last five years preceding the date of
the prospectus. Furthermore, except as described below, there are no litigation
or legal action pending, or taken by any Ministry or Department of the GoI or a
statutory authority against our Promoter in the last five years preceding the date
of the prospectus.
As an Indian housing finance company, we have, from time to time, been involved
in litigation proceedings that are incidental to our operations and involve suits
filed by and against our Company and Subsidiaries by various parties. These
include, inter alia, criminal proceedings, civil proceedings, taxation proceedings,
arbitration cases, consumer proceedings, labour proceedings, cases filed by us
under the Negotiable Instruments Act and applications under the SARFAESI Act
challenging proceedings adopted by us towards enforcement of security interests.
I. Involving our Company
A. Civil cases
MMTC Limited (MMTC) had originally filed a company petition (No.123
(ND)/2011) before the Company Law Board. However, pursuant to the
constitution of the National Company Law Tribunal (NCLT) the petition is
now before the NCLT. MMTC had filed the company petition against our
Company, Indian Commodity Exchange Limited (ICEL), and Reliance
Exchange Next Limited (REL). In this petition, MMTC has claimed that
the transfer of 26% of the equity share capital of ICEL (ICEL Shares)
held by our Company in favour of REL were in violation of the shareholders
agreement dated February 12, 2009 between the shareholders of ICEL
(SHA) to which our Company, MMTC and REL were parties, and which
set out the rights and obligations of the shareholders of ICEL, including
restrictions in relation to transfer of the IECL Shares. MMTC has also
claimed that the transfer of the ICEL Shares was in violation of the revised
guidelines of the Forward Market Commission dated May 14, 2008 (FMC
Guidelines) as well as the provisions of articles of association of ICEL.
MMTC has prayed, inter alia, for (i) a declaration that the transfer of the
IECL Shares from our Company to REL be declared null and void, (ii) an
order reversing this transfer, and (iii) a declaration that the appointment of
directors nominated by REL to the board of directors of ICEL is invalid.
Our Company and the other respondents have filed their replies to this
petition. Furthermore, our Company has also filed an application (No. 71 of
2012) under Regulation 44 of the Company Law Board Regulations, 1991
for dismissal of this petition on various grounds, including, primarily, that
the allegations made by MMTC and the other plaintiffs in the company
petition were incorrect, materially inaccurate and fail to disclose any case
of oppression and mismanagement, if analysed on its facts and under the
FMC Guidelines. These matters are currently pending adjudication on our
application for dismissal of the petition.
Our Company had issued a notice dated March 8, 2013 to Deccan Chronicle
Holdings Limited (DCHL), one of its borrowers, under section 13(2) of
the SARFAESI Act, demanding repayment of an aggregate sum of `930.4
million (as on March 3, 2013) together with interest and penal interest.
Subsequently, DCHL filed a writ petition (No.37381/2013) before the High
Court of Andhra Pradesh in which it, inter alia, challenged the right of action
of our Company to issue the notice under section 13(2) of the SARFAESI Act
and praying for dismissal of such action on various grounds, including that
the original loans which are the subject matter of the dispute were granted by
IBFSL when it was not a notified financial institution under the SARFAESI
Act and accordingly, the amalgamation with our Company (which was
a notified financial institution under the SARFAESI Act) could not, on its
own, extend the jurisdiction of the SARFAESI Act to the present dispute.
The High Court of Andhra Pradesh, by its order dated February 4, 2014,
allowed DCHLs petition, stating, inter alia, that the SARFAESI Act did not
govern the present matter. Against this order, our Company has filed a special
leave petition before the Supreme Court of India (No. 5752/2014), claiming,
among other grounds, that the SARFAESI Act did not prohibit the initiation
of SARFAESI proceedings by a notified financial institution in respect of
outstanding debts of an entity that amalgamated into such institution. The
Supreme Court of India has, by its order dated February 28, 2014 directed
the parties to maintain status quo in relation to the mortgaged properties in all
respects till the final hearing of the matter. Subsequently, the Supreme Court
of India, by its order dated April 8, 2015 permitted sale/ auction of certain
immovable properties mortgaged for securing the loan. The pleadings have
been completed in the matter and the court is hearing final arguments.
Our Company has also filed two applications under Section 9 of the Arbitration
Act before the Civil Court, Hyderabad (No. 377/13 and No. 378/13) for the
grant of interim relief, including for DCHL to furnish security totaling to
`930.4 million and for the grant of an injunction restraining DCHL and others
from, inter alia, creating any third party charge rights or interests or in any
manner dealing with the Petitioner schedule property. The Civil Court, by its
order datedMarch 6, 2013 granted a temporary injunction restraining DCHL
from alienating the relevant mortgaged properties in any manner.
Further, DCHL has filed application under Section 9 of the Arbitration and
Conciliation Act, 1996 before Honble High Court of Delhi praying for a
restraint on IHFL from selling, alienating the secured assets till the disposal
of the petition. The proceedings in all the three Section 9 petitions have been
stayed by the Honble Supreme Court on our application.
Srei Infrastructure Finance Limited has filed scheme of compromise and
arrangement between DCHL and its creditors and members under Section
391-394 of the Companies Act, 1956 before High Court of Andhra Pradesh
for revival and rehabilitation of the company and matters incidental thereto.
The scheme inter alia contemplated sacrifice by secured and unsecured
creditors to the extent of 75% of their total outstanding amount. The balance
of 25% was proposed to be discharged by issuance of Secured Creditor
Equity Shares. The Honble High Court on our application, vide its order
dated March 17, 2016 in CA No 323 of 2016 has recalled its earlier order
dated January 22, 2016 passed in CA No 1776 of 2015 for calling a meeting
of the creditors, members and shareholders of DCHL for the purpose of
considering the scheme of compromise and arrangement between DCHL, its
creditors, members and shareholders, as proposed by SREI Infrastructure and
has stayed the said meeting.
DCHL has filed a Writ Petition challenging the order dated December 11, 2015
passed by Appellate Authority for Industrial and Financial Reconstruction,
whereby appeal of DCHL was dismissed. The appeal had arisen from a
rejection of a reference filed by DCHL before the Board of Industrial and
Financial Reconstruction to be declared as sick. The writ petition has been
admitted and notice has been issued to the parties. No interim relief has been
granted to DCHL in this writ petition.
Veritas Investment Research Corporation (Veritas) published a research
report titled Bilking India dated August 1, 2012 (Veritas Report), coauthored by Mr. Neeraj Monga and Mr. Nitin Mangal. The Veritas Report
analysed certain information about, inter alia, our Company and Indiabulls
Real Estate Limited (IREL). After the report, the Indiabulls group issued
a press release (Indiabulls Press Release), rebutting the allegations in the
Veritas Report and stating that the Veritas Report was malicious and factually
incorrect and that Mr. Monga had demanded monetary consideration for
withholding the Veritas Report.
Our Company and IREL also filed two criminal complaints in the Udyog
Vihar Police Station in Gurgaon on August 8, 2012 and in the Cyber Police
Station, Mumbai on August 9, 2012 against Veritas, Mr. Neeraj Monga and
Mr. Nitin Mangal alleging that the former had intentionally and maliciously
authored the Veritas Report, which contained false figures and data and
unfounded allegations, and was published with vengeance given that our
Company and IREL had not paid the monetary consideration for withholding
the Veritas Report. Both the complaints have been registered as FIRs and
investigations under are currently ongoing. Mr. Nitin Mangal approached
various courts in India including filing two petitions before the Supreme
Court of India which petitions were dismissed.
In August 2014, Veritas and Mr. Neeraj Monga filed a civil proceeding against
IREL and our Company before the Superior Court of Justice, Ontario, Canada
(Ontario Superior Court) alleging that the Indiabulls Press Release is
false, defamatory, malicious, conspired with ill motive and is in abuse of the
process of law, and led to loss of reputation and credibility of Veritas. Veritas
and Mr. Neeraj Monga have claimed general and special damages amounting
to Canadian $ 10 million, punitive damages amounting to Candian $ one
million, costs, interest and any other reliefs that the Ontario Superior Court
may grant. The Ontario Superior Court issued notices dated August 5, 2014to
37
38
The Delhi High Court has since modified its order and has allowed the WSJ
Editor involved to make a publication subject to compliance with the norms
of journalistic conduct as issued by the Press Council of India (2010 edition)
(Norms of Journalistic Conduct). In June 2015, Dow Jones and WSJ
Editor filed appeals against the injunction passed in April 2015 before the
Delhi High Court. Subsequently, on September 7, 2015 the Delhi High Court
disposed the appeals on the consent of the parties involved with a direction
that both Dow Jones and the WSJ reporter would adhere to the Norms of
Journalistic Conduct in making any publications. Further, we were also
directed by the Delhi High Court to respond to Editor of WSJs queries in
relation to the affidavits filed in the Superior Court of Ontario. Subsequent
to this, articles on us may be published by the WSJ reporter or Dow Jones,
which WSJ has since published in relation to the Veritas report.
We have received a notice dated July 18, 2016 (the Notice) under rule
4 of the SEBI (Procedure for Holding Inquiry and Imposing Penalties by
Adjudicating Officer) Rules, 1995, in relation to certain irregularities with the
filing of shareholding patterns by our Company (between 2010 and 2012) with
the stock exchanges pursuant to the erstwhile equity listing agreement that all
listed entities in India were required to enter into with the stock exchanges.
Pursuant to the notice, it has been alleged that an employee welfare trust
created for the benefit of our employees primarily to hold our equity shares
issued pursuant to employee stock option plans should have been disclosed
in the list of public shareholder holding more than 1% of the share capital of
the Company under applicable laws. Based on the opinions received from a
former judge of the Delhi High Court and a former chief justice of India, we
believe that since shares were held beneficially by the trust for the various
employees of the Company, and that no one employee beneficially held more
than 1%, no disclosure was required to be made under the erstwhile equity
listing agreement in relation to publication of shareholding patterns on a
quarterly basis. The maximum penalty leviable in relation to the allegations
set out in the Notice is `10 million.
South Asian Agro Industries Ltd (SAAIL) is a company engaged in the
business of power generation, which had purchased land in Chhattisgarh in
2002 for setting up a 9.8 MW biomass power plant, and had, in this regard,
obtained a loan of ` 28 crores from a consortium of several banks. Pursuant to
subsequent discussions between IICL and SGEPL, IICL sanctioned a loan of
`350 million to SGEPL with Bhuvana Energy & Project Consultants Private
Limited (Bhuvana) being a co-borrower in the said loan, which was used
primarily for repaying the existing loan by the consortium as above. The loan
sanctioned by IICL was secured by certain assets of SAIL, and also a pledge
of shares held by Suryachakra Global Enviro Power Limited (SGEPL) in
SGEPL and personal guarantees from M. Seshavatharam (MS) and Dr.
S M Manepalli (SMM). Thereafter, IFSL granted another loan facility to
SGEPL for an amount of `500 million, which was substantially used to repay
the existing loan availed from IICL. Pursuant to the merger of IFSL with our
Company, the Company, in its capacity as successor to IFSL, issued demand
notices under Section 13 (2) of the SARFAESI Act on July 23, 2013 for a sum
of approximately `555.8 million by way of Outstanding Principal, Arrears
(including accrued late charges) and interest till July 22, 2013 along with
future interest at 17.5% per annum and other charges w.e.f. July 23, 2013.
Despite objections raised by the borrowers and security providers named
above, our Company on October 22, 2013 proceeded to issue a possession
notice under Rule 8 (1) of the SARFAESI Rules, 2002 and subsequently a
sale notice on November 30, 2015.
Suryachakra Global Enviro Power Limited (SGEPL), a company engaged
in the business of power generation, which had purchased land in Chhattisgarh
in 2002 for setting up a 9.8 MW biomass power plant, and had, in this regard,
obtained a loan of `250 million from a consortium of several banks. Pursuant
to subsequent discussions between IICL and SGEPL, IICL sanctioned a loan
of ` 35crore to SGEPL with Bhuvana Energy & Project Consultants Private
Limited (Bhuvana) being a co-borrower in the said loan, which was used
primarily for repaying the existing loan by the consortium as above. The loan
sanctioned by IICL was secured by certain assets of SGEPL, and also a pledge
of shares held of Suryachakra Power Corporation Limited (Suryachakra)
in a company owned by it and personal guarantees from M. Seshavatharam
(MS) and Dr. S M Manepalli (SMM).
Pursuant to several defaults by SGEPL in repayment of the loan taken from
IICL, pursuant to discussions, IFSL granted another loan facility to SGEPL
for an amount of `500 million, which was substantially used to repay the
existing loan availed from IICL, and which was secured by an equitable
mortgage on the power plant as well as assignment/ hypothecation of the
receivables from the power purchase agreements executed by SGEPL, apart
from pledge of 25% of the shares of another company, SAIL (where MS and
SMM were directors and the largest shareholders) and a personal guarantee
of the promoter shareholders.
Pursuant to the merger of IFSL with our Company, upon the occurrence of a
default under the loan agreements, our Company, in its capacity as successor
to IFSL, issued demand notices under Section 13 (2) of the SARFAESI
Act on July 15, 2013 for a sum of approximately `519.5 million. Despite
objections raised by the borrowers and security providers named above, our
Company on October 22, 2013 proceeded to issue a possession notice under
Rule 8 (1) of the SARFAESI Rules, 2002 and subsequently a sale notice on
November 30, 2015.
Suryachakra Power Corporation Limited along with others have filed writ
petition before High Court of Andhra Pradesh, it has been claimed that the
petitioner has 78% shareholding in SGEPL and SAIL. It has been alleged that
since IICL and IFSL could not have invoked measures under SARFAESI,
therefore IHFL cannot invoke the provisions of SARFAESI Act. The
petitioner has also claimed that IHFL had invoked winding up proceedings
against SAAIL and SGEPL in which Official Liquidator has been appointed,
and because the properties vest in the Official Liquidator, IHFL could not
have invoked the provisions of SARFAESI Act.
The Honble High Court of Andhra Pradesh has issued notice on the writ
petition but refused to interfere with the auction and allowed Our Company
to proceed with the sale of the Secured Assets. The Court has clarified that the
sale would be subject to final adjudication in the writ petition. Our Company
has sold the mortgaged property and has also issued the Certificate of Sale.
In separate proceedings, IDBI has filed applications in disposed off winding
up petitions before Andhra Pradesh High Court seeking stay of the auction
proceedings conducted by Our Company for sale of SAAIL and SGEPLs
properties on the ground that the companies whose properties are being
sold are under liquidation and the Official Liquidator is yet to take physical
possession of the properties. IDBI has stated that if the properties are sold
by Official Liquidator then the same would be beneficial for clearing dues
of workers, secured and unsecured creditors. The said petitions are yet to be
listed.
B. Consumer cases
We have approximately 164 consumer complaints / appeals in which we are
respondents. These primarily pertain to alleged deficiency in service and there
are some proceedings in which we are proforma parties. The issues involed in
such complaints include inter alia forceful repossession of vehicles; sale of
vehicles; non-issuance of no objection certificates and higher rate of interest.
C. Criminal cases including cases under Section 138 of the Negotiable
Instruments Act
Our Company, in the ordinary course of business, has numerous proceedings
against defaulting custmers under section 138 of the Negotiable Instruments
Act. Further, 36 of the pending cases filed against us are in the nature of
criminal appeals filed against conviction in such cases initiated by us under
section 138 of the Negotiable Instruments Act.
Gulab Singh Negi has filed a complaint under Section 156 (3) of Cr.PC. before
Learned Magistrate and pursuant to Court order, a FIR case was lodged in
Dehradun. In this FIR he alleged that his son B.S.Negi has committed fraud
by forging signatures in connivance with the officers of a number of banks
and also our Company.
An FIR was filed in Bengaluru against Sudhakar and Narsimha Reddy
and certain employees of our Company. It has been alleged that the said
individuals conspired with certain employees of our Company and wrongly
sold a property to our Company. After issuance of Non bailable warrants, a
quashing petition was filed by employees of our Company in High Court
of Karnataka for quashing of FIR qua them. The Honble High Court has
stayed the proceedings of trial court and has ordered petitioners to voluntarily
appear before the trial court.
One Uma Maheshwari, a co-borrower in a loan facility granted by our
Company has filed an FIR through her father against certain individuals
i.e. Venkatesh and his wife (who had been entrusted with the title deeds of
immovable property) and against our Company. It has been alleged that the
said individuals have impersonated Uma Maheshwari, forged signatures and
conspired with our Company to create a mortgage without her consent.
Suryachkra Global Enviro Power Limited had filed a writ petition before the
Honble High Court of Andhra Pradesh for quashing an FIR lodged upon
complaint filed by our Company.
D. Labour cases
Mr. Lalit Mohan Parashar has filed a petition against our Company under
section 15(2) of the Payment of Wages Act, 1936 before the Additional Labour
Commissioner, Jhansi. Mr. Parashar has prayed that a sum of ` 97,300, which
was deducted from the period December 2010 to September 2011 be paid to
him. We have filed our reply in the matter denying the allegations and the
matter is currently pending.
39
force. Further, no member of our promoter group has been prohibited or debarred
by SEBI from accessing the securities market or dealing in securities due to fraud.
Disclaimer Clause of SEBI
IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF OFFER
DOCUMENT TO THE SECURITIES AND EXCHANGE BOARD OF INDIA
(SEBI) SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED THAT
THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES
NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL
SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE
ISSUE IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF
THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE OFFER
DOCUMENT. THE LEAD MANAGERS, YES SECURITIES (INDIA)
LIMITED EDELWEISS FINANCIAL SERVICES LIMITED, A. K. CAPITAL
SERVICES LIMITED, AXIS BANK LIMITED, IIFL HOLDINGS LIMITED,
INDUSIND BANK LIMITED, SBI CAPITAL MARKETS LIMITED AND
TRUST INVESTMENT ADVISORS PRIVATE LIMITED, HAS CERTIFIED
THAT THE DISCLOSURES MADE IN THE OFFER DOCUMENT ARE
GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE
SEBI (ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS,
2008 IN FORCE FOR THE TIME BEING. THIS REQUIREMENT IS TO
FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR
MAKING INVESTMENT IN THE PROPOSED ISSUE.
IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE
ISSUER IS PRIMARILY RESPONSIBLE FOR THE CORRECTNESS,
ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION
IN THE OFFER DOCUMENT, THE LEAD MANAGERS ARE EXPECTED
TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE ISSUER
DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS BEHALF
AND TOWARDS THIS PURPOSE, THE LEAD MANAGERS, YES
SECURITIES (INDIA) LIMITED, EDELWEISS FINANCIAL SERVICES
LIMITED, A. K. CAPITAL SERVICES LIMITED, AXIS BANK LIMITED,
IIFL HOLDINGS LIMITED, INDUSIND BANK LIMITED, SBI CAPITAL
MARKETS LIMITED AND TRUST INVESTMENT ADVISORS PRIVATE
LIMITED AND, HAS FURNISHED TO SEBI A DUE DILIGENCE
CERTIFICATE DATED SEPTEMBER 9, 2016.
1. WE CONFIRM THAT NEITHER THE ISSUER NOR ITS PROMOTER
OR DIRECTORS HAVE BEEN PROHIBITED FROM ACCESSING
THE CAPITAL MARKET UNDER ANY ORDER OR DIRECTION
PASSED BY THE BOARD. WE ALSO CONFIRM THAT NONE OF
THE INTERMEDIARIES NAMED IN THE PROSPECTUS HAVE
BEEN DEBARRED FROM FUNCTIONING BY ANY REGULATORY
AUTHORITY.
2. WE CONFIRM THAT ALL THE MATERIAL DISCLOSURES
IN RESPECT OF THE ISSUER HAVE BEEN MADE IN THE
OFFER DOCUMENT AND CERTIFY THAT ANY MATERIAL
DEVELOPMENT IN THE ISSUE OR RELATING TO THE ISSUE UP
TO THE COMMENCEMENT OF LISTING AND TRADING OF THE
NCDS OFFERED THROUGH THE ISSUE SHALL BE INFORMED
THROUGH PUBLIC NOTICES/ADVERTISEMENTS IN ALL THOSE
NEWSPAPERS IN WHICH PRE-ISSUE ADVERTISEMENT AND
ADVERTISEMENT FOR OPENING OR CLOSURE OF THE ISSUE
HAVE BEEN GIVEN.
3. WE CONFIRM THAT THE OFFER DOCUMENT CONTAINS
ALL DISCLOSURES AS SPECIFIED IN THE SECURITIES AND
EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT
SECURITIES) REGULATIONS, 2008.
4. WE ALSO CONFIRM THAT ALL RELEVANT PROVISIONS OF
THE COMPANIES ACT, 2013, AS AMENDED AND TO THE EXTENT
NOTIFIED, COMPANIES ACT 1956, AS AMENDED AND TO THE
EXTENT IN FORCE, SECURITIES CONTRACTS, (REGULATION)
ACT, 1956, SECURITIES AND EXCHANGE BOARD OF INDIA
ACT, 1992 AND THE RULES, REGULATIONS, GUIDELINES,
CIRCULARS ISSUED THEREUNDER ARE COMPLIED WITH.
WE CONFIRM THAT NO COMMENTS/COMPLAINTS WERE
RECEIVED ON THE DRAFT PROSPECTUS DATED AUGUST 19, 2016
FILED ON THE WEBSITE OF BSE LIMITED I.E. WWW.BSEINDIA.COM
AND NSE LIMITED I.E. WWW.BSEINDIA.COM.
Disclaimer Clause of NSE
AS REQUIRED, A COPY OF THIS OFFER DOCUMENT HAS BEEN
SUBMITTED TO NATIONAL STOCK EXCHANGE OF INDIA LIMITED
(HEREINAFTER REFERRED TO AS NSE). NSE HAS GIVEN VIDE ITS
LETTER REF.: NSE/LIST/85172 DATED AUGUST 26, 2016 PERMISSION
TO THE ISSUER TO USE THE EXCHANGES NAME IN THIS OFFER
DOCUMENT AS ONE OF THE STOCK EXCHANGES ON WHICH
41
7.
Any downgrade in our credit ratings may increase interest rates for
refinancing our outstanding debt, which would increase our financing
costs, and adversely affect our future issuances of debt and our ability to
borrow on a competitive basis.
8. We are a listed HFC and subject to various regulatory and legal
requirements. Also, future regulatory changes may have a material adverse
effect on our business, results of operations and financial condition.
9. We are subject to periodic inspections by the NHB. Non-compliance with
the NHBs observations made during any such inspections could adversely
affect our reputation, financial condition and results of operations.
10. Our inability to obtain, renew or maintain our statutory and regulatory
permits and approvals required to operate our business may materially and
adversely affect our business and results of operations.
11. We cannot assure you that we will be able to successfully execute our
growth strategies, which could affect our operations, results, financial
condition and cash flows.
12. If the corporate undertakings provided by us in our assignment of
receivables transactions are invoked, it may require outflow in respect of
these undertakings and adversely affect our net income.
13. If we fail to identify, monitor and manage risks and effectively implement
our risk management policies, it could have a material adverse effect on
our business, financial condition, results of operations and cash flows.
14. As a HFC, we have significant exposure to the real estate sector and any
negative events affecting this sector could adversely affect our business and
result of operations.
15. Our ability to pay dividends in the future will depend upon our earnings,
financial condition, cash flows and capital requirements.
16. We may not be able to secure the requisite amount of financing at
competitive rates for our growth plans, which could adversely affect our
business, financial condition and results of operations.
17. Our ability to raise foreign capital may be constrained by Indian law.
18. Our investments are subject to market risk and our exposure to capital
markets is subject to certain regulatory limits.
19. We have contingent liabilities as at March 31, 2016 and our financial
condition may be adversely affected if these contingent liabilities
materialize.
20. Our business and operations significantly depend on senior management
and key employees and may be adversely affected if we are unable to retain
them.
21. Our business is dependent on relationships with our clients established
through, amongst others, our branches. Closure of branches or loss of
our key branch personnel may lead to damage to these relationships and a
decline in our revenue and profits.
22. There have been incidents of fraud committed by our employees and
customers in the past. There can be no assurance that such incident will
not recur in the future. If such incidents of fraud recur or if we are unable
to prevent them, our business, results of operation and financial condition
may be adversely affected.
23. Certain of our Subsidiaries have incurred losses in the past and may be
unable to achieve or sustain profitability in the future, which may adversely
affect our business, financial condition and results of operations.
24. A failure, inadequacy or security breach in our information technology and
telecommunication systems may adversely affect our business, results of
operation and financial condition.
25. We depend on the accuracy and completeness of information provided by
our potential borrowers. Our reliance on any misleading information given
by potential borrowers may affect our judgment of credit worthiness of
potential borrowers, and the value of and title to the collateral, which may
affect our business, results of operations and financial condition.
26. The growth rate of Indias housing finance industry may not be sustainable.
27. The Indian housing finance industry is competitive and increasing
competition may result in declining margins if the Company is unable to
compete effectively, which may adversely affect the Companys business,
prospects, financial condition and results of operations.
28. Our insurance coverage may not adequately protect us against losses, and
successful claims that exceed our insurance coverage could harm our
results of operations and diminish our financial position.
29. We do not own a majority of our branch offices including our registered
office and corporate offices. Any termination or failure on our part to
renew our Lease/Rent Agreements in a favourable, timely manner, or at
all, could adversely affect our business and results of operations. Moreover
many of the lease/rent agreements entered into by our Company may not be
duly registered or adequately stamped.
43
The contracts (not being contracts entered into in the ordinary course of business
carried on by our Company or entered into more than two years before the date
of the prospectus) which are or may be deemed material have been entered or
are to be entered into by our Company. These contracts and also the documents
for inspection referred to hereunder, may be inspected on Working Days at the
Corporate Office of our Company situated at Indiabulls Finance Centre, Senapati
Bapat Marg, Elphinstone road, Mumbai 400 013 between 10 am to 5 pm on any
Working Day (Monday to Friday) during which the Issue is open for subscription
under the Prospectus.
For further details please refer to Material Contracts and Documents for
Inspection beginning page 282 of the Prospectus.
M. DECLARATION
We, the Directors of the Company, hereby certify and declare that all applicable
legal requirements in connection with the Issue including the relevant provisions
of the Companies Act, 2013, as amended, relevant provisions of Companies Act,
1956, as applicable and rules prescribed thereunder to the extent applicable as on
this date, the guidelines issued by the Government of India and the regulations and
guidelines and circulars issued by the National Housing Bank and the Securities
and Exchange Board of India established under Section 3 of the Securities and
Exchange Board of India Act, 1992, as amended, as the case may be, including
the Securities and Exchange Board of India (Issue and Listing of Debt Securities)
Regulations, 2008 as amended, provisions under the Securities Contracts
(Regulation) Act, 1956, as amended and rules made thereunder in connection with
the Issue have been complied with and no statement made in the prospectus is
contrary to the relevant provisions of any acts, rules, regulations, guidelines and
circulars as applicable to the prospectus.
We further certify that all the disclosures and statements in the prospectus are
true, accurate and correct in all material respects and do not omit disclosure
of any material fact which may make the statements made therein, in light of
circumstances under which they were made, misleading and that the prospectus
does not contain any misstatements.
Signed by the Board of Directors of the Company
Mr. Sameer Gehlaut
Chairman & Executive Director
Applications Forms for the Issue will be accepted only between 10:00 a.m. and 5:00 p.m. (Indian Standard Time) or such extended time as may be permitted by the stock exchanges, during the Issue Period as mentioned
above on all days between Monday and Friday (both inclusive barring public holiday), (i) by the Members of the Syndicate or the Trading Members of the stock exchange(s), as the case maybe, at the centers mentioned in
Application Form through the non-ASBA mode or, (ii) in case of ASBA Applications, (a) directly by the Designated Branches of the SCSBs or (b) by the centers of the Members of the Syndicate or the Trading Members of
the stock exchange, as the case maybe, only at the specified cities. On the Issue Closing Date the Application Forms will be accepted only between 10:00 a.m. and 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 the Stock Exchange.
Due to limitation of time available for uploading the Applications on the Issue Closing Date, Applicants are advised to submit their Application Forms one day prior to the Issue Closing Date and not later than 3:00 p.m.
(Indian Standard Time) on the Issue Closing Date. Applicants are cautioned that in the event if a large number of Applications are received on the Issue Closing Date, there may be some Applications which may not be
uploaded due to lack of sufficient time for uploading. Any such Applications which are not uploaded will not be considered for allocation under the Issue. Application Forms will only be accepted on Working Days during
the Issue Period. Neither the Issuer, nor the Members of the Syndicate or Trading Members of the stock exchange(s) shall be liable for any failure in uploading the Applications due to failure in any software / hardware
systems or otherwise.
Neither the Company, nor the Members of the Syndicate or Trading Members of the Stock Exchanges shall be liable for any failure in uploading Applications due to failure in any software/hardware system or otherwise.
In case of Applicant applying through ASBA Process in any Specified Cities i.e. 12 cities, namely, Mumbai, Chennai, Kolkata, Delhi, Ahmedabad, Rajkot, Jaipur, Bangalore, 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 uploading of the Application. The respective Member of Syndicate after
uploading of the Application shall forward the Application Form to the Specified Branches of SCSBs for blocking of funds. At all other places (except Specified Cities, as above), the ASBA Application Forms
should be submitted with the Designated Branch of SCSBs only and non ASBA Applications should be submitted to the Members of Syndicate/ Trading Members as specified below:
45
46
47
Contact Person
Mr Kirit Rathod,
Vice President
Sri Ashok Kulkarni
Mr Amod Kumar
P.P. Muraleedharan
Rajiv Nair /
Anoop Jaiswal
Shri. N. K. Chandak
Capital Market Services Branch, PNB House, Fort, Sir P. M. Road, Mumbai
9 Deutsche Bank
Mumbai Samacchar Marg, 66/80, Mumbai Samachar Marg, Post Bag No. 253 & 518,
Fort, Mumbai - 400023.
FIG OPS Department, HDFC Bank Limited , Lodha, I Think Techno Campus, O-3 Level,
Next to Kanjurmarg Railway Station, Kanjurmarg (East) Mumbai - 400 042 Maharashtra.
Mumbai Main Office
Capital Market Division,Fort
Head Office Bldg 41/2,M G Road Bangalore.
Fort Branch, 1st Floor, Janmangal, 45/47, Mumbai Samachar Marg, Mumbai 23
Bank of Baroda
ICICI Bank Ltd
Vijaya Bank
Bank of Maharashtra
Contact Number
022-40754981 / 82 / 83 /
9820850829
040-23387325
22841406/ 22842764 /
9870340031
0471-2333676
022-6670 0659 /
66700660
0141-2744415 /
9413398505
022 66229031 / 9164
/ 9070
Tel 022- 22621122,
22621123,
022-6600 9428 /
022-66009419
022- 22629408
Fax
022-40754996
040-23387743
022-22843823
0471-2338134
022-66700669
0141-2744457
022 24974875
022 22621124
022-66009666
40468314, 40468307
022-22835236
022-22627600
022-22611138
080-25584385
022-22694160/22652595/ 022-22681296
22663947/ 9730000438
State Bank Of India
Capital Market Branch (11777), Videocon Heritage Building (Killick House),
022-22094932 /
022-22094921
Charanjit Rai Marg, Fort, Mumbai-400 001
9870498689
Andhra Bank
18, Homi Modi Street, P.B.No. 114, Nanavati Mahalaya, Fort Branch, Mumbai-400023.
022-22026088 /
022-22047626
HSBC Limited
3rd Floor, PCM Dept. Umang, Plot CTS No. 1406-A/28, Mindspace, Malad (West),
Mr Jagrut Joshi
(022) 67115485/
(022) 66536005
Mumbai 400 064 (address of IPO Operations office)
9870403732
Kotak Mahindra Bank Ltd. Kotak Infiniti, 6th Floor, Building No. 21, Infinity Park, Off Western Express Highway,
Prashant Sawant
+91 22 66056959 /
+91 22 66056642
General AK Vaidya Marg, Malad (E)
+91 9967636316
Bank of India
Phiroze Jeejeebhoy Tower, (New Stock Exchange Bldg), P. J. Tower, Dalal Street, Fort,
Shri. Navin Kumar Pathak
022-22723631 / 1677
022-2272 1782
Mumbai 400 023.
Senior Manager
/ 9619810717
CITI Bank
Citigroup Center, Plot No C-61, Bandra-Kurla Complex, Bandra (E), Mumbai-400 051
S Girish
022-26535504,
022-26535824
98199 12248
IndusInd Bank
Fort Branch, Sonawala Building, Mumbai Samachar Marg, Fort, Mumbai-400 001
Mr. Yogesh Adke
9833670809 /
022 - 22644834
Dy. Vice President
022-66366589 / 91 / 92
Allahabad Bank
Allahabad Bank, Fort Branch, 37, Mumbai Samachar Marg Post Box No. 282, Mumbai, Maharashtra 400 023 Shri S. K. Jain Chief Manager
(022)- 22655739, 22662018 (022)- 22661935
Karur Vysya Bank Ltd
Demat Cell, Second Floor, No 29, Rangan Street, T. Nagar, Chennai - 600 017.
Nori Subrahmanyam
044-24340374
044-24340374
The Federal Bank Limited ASBA CELL, Retail Business Dept., Federal Bank, Marine Drive, Ernakulam 682031
Dhanya Dominic
0484-2201847
4842385605
Indian Bank
Nandanam Branch- 480 Anna Salai, Nandanam 600035
Mr. V Muthukumar / Mr. M Veerabahu 044 24330233
044 24347755
Central Bank of India
Ground floor, Central Bank of India, Central Bank Building, Fort, Mumbai 400001
Mr. Vineet Bansaj
022- 22623148, 22623149 022-22623150
Oriental Bank of Commerce 67, Bombay Samachar Marg, Sonawala Building, Fort, Mumbai -400001
Shri B.K. Palrecha Asstt. General Manager 022-22654791/95
022-22654779
Standard Chartered Bank Crescenzo, 3rd Floor, C/3839, G-Block, Opp. MCA Club, Brandra- Kurla Complex, Bandra (E), Mumbai 400 051 Rohan Ganpule
022-61157250 / 022-61157234 022-26757358
J P Morgan Chase Bank, N.A. J.P. Morgan Tower, Off C.S.T. Road, Kalina Santacruz - East, Mumbai - 400 098
Nandita Halady
6157 3833
6157 3910
Nutan Nagrik Sahakari Bank Ltd. Opp samratheshwar mahadev, Nr, Law Garden, Ellisbbridge.
Miti shah
9879506795
7926564715
UCO Bank
Mumbai Main (Retail) Br., UCO Bank Bldg., D. N. Road, Mumbai- 400 023
Manager
022 40180105
2222870754
Canara Bank
Capital Market Service Branch, 407, 4th Floor, Himalaya House, 79, Mata Ramabai Ambedkar Marg, Mumbai Mr. Arvind Nambev Pawar
022-22661618 / 022022-22664140
- 400 001.
22692973 / 9769303555
United Bank of India
Global Cash Management Services Hub, 4th Floor,United Bank of India, United Tower, Head Office,11, Hemanta Basu Sarani, Kolkata 700 001. AGM (CMS & Demat)
033 22624175/ 2262417
Syndicate Bank
Capital Market Services Br. 26A, First Floor, Syndicate Bank Bldg, P. M.Road, Fort, Mumbai - 400 001
P Padmavathy Sundaram, Chief Manager 022-22621844
022-22700997
South Indian Bank
ASBA Cell (NODAL OFFICE)1st Floor, SIB Building, Market Road, Ernakulam 682035, Kerala, India.
John K Mechery
9645817905
0484-2351923
Indian Overseas Bank
Chennai DP Branch, Mezzanine Floor, Cathedral Branch, 762, Anna Salai, Chennai -600 002
Mr. R.S. Mani / Mr. M. Sasikumar
044-28513616/
044- 28513619
28513617/ 28513618
Tamilnad Mercantile
Tamilnad Mercantile Bank Ltd., Depository Participant Services Cell, Third Floor, Plot No.4923, Ac/16, 2Nd Mr. N. Rajasegason
044-26192552
044-26204174
Bank Ltd.
Avenue, Anna Nagar (West), Chennai - 600 040, Tamilnadu, India
City Union Bank Ltd.
48, Mahalakshmi St.,T.Nagar, Chennai - 600 017.
Sivaraman
044 - 24340010, 24343517, 044 - 24348586
24346060, 24348586 , 380286558,
9382642081, 9380286558
BNP Paribas
BNP Paridas House 1, North Avenue Maker Maxity, Bandra Kurla Complex,
Mr. Prem Mariwala / Mr. Dipu SA /
022-61964570 / 022022-61964595
Bandra (East), Mumbai - 400 051.
Mr. Pratima Madiwala
61964594 / 022-61964592
The Kalupur Commercial Kalupur Bank Bhavan, Nr. Income Tax Circle, Ashram Road, Ahmedabad-380 014
Jay V. Pathak Manager
079-27582028
079-27544666
Co Operative Bank Ltd.
Bank of America N.A.
EA Chambers, Express Avenue 8th Floor No. 49, 50L, Whites Road, Royapettah, Chennai 600014
Swaminathan Ganapathy, A.S. Sreedharan 044-42904526 / 044-42904591 044-43528911
The Lakshmi Vilas Bank Ltd. Bharat House, Ground Floor, 104, Bombay Samachar Marg, Fort Mumbai-400001
S. Ramanan
022-22672255 / 22672247(M) 22670267
22673435(CM)
State Bank of Patiala
CO 99-102, Sector - 8C, Chandigarh
Shailendra Kumar
07208048007 / 022-22678041 022-22656346
State Bank of Mysore
Dalal Street, P.B.No.1066, #24/28, Cama Building, Dalal Street, Fort, Mumbai-400001.
Mr.Rajeshwar Das, Manager
9022469176
022-22656346
The Surat Peoples Co-op Bank Ltd Central Office.Vasudhara Bhavan, Timaliyawad, Nanpura, Surat 395001
Mr. Iqbal Shaikh
0261-2464577
0261-2464577, 592
Dhanlaxmi Bank Limited The Dhanlaxmi Bank Ground Floor, Janmabhoomi Bhavan, Plot 11 -12, Janmabhoomi Marg, Fort Mumbai, Maharashtra - 400 001 Gunavati Karkera
022 2202535
022-22871637
The Saraswat Co-operative Madhushree, Plot No. 85, 4thFloor, District Business Centre, Sector 17, Vashi, Navi Mumbai 400703
Mrs. Shilpa S. Mulgaokar
(O) 27884161, 27884162, 27884163, 27884153
Bank Ltd.
27884164, (M) 9820629199
DBS Bank Ltd
DBS Bank Ltd, Fort House, 221, Dr. D.N. Road, Fort, Mumbai, 400 001
Amol Natekar
+91 22 6613 1213
+91 22 6752 8470
Dena Bank
Dena Bank, Capital Market Branch, 17, B, Horniman Circle, Fort, Mumbai 400 023
Branch Manager
022-22661206, 22702881 022-22694426/22702880
Karnataka Bank Ltd
The Karnataka Bank Ltd, MangaloreH O Complex Branch, Mahaveera Circle, Kankanady, Mangalore 575002 Ravindranath Baglodi, Sr.Manager
0824-2228139 /140 /141 0824-2228138
The Ahmedabad Mercantile Head office :-"Amco House", Nr. Stadium Circle, Navrangpura, Ahmedabad-09
Bimal P Chokshi
079-26426582-84-88
079-26564863
Co-Op. Bank Ltd.
Ing Vysya Bank Ltd
No. 69, Ramaiah Complex, Roopena Agrahara, Hosur Road, Bangalore -560068.
Akshay Hegde, Srinivas P., Shehzeen 080-22532104/22532103/22532102/ 080-22532111
Ahmed, N. Prashant, Ranjit Raghvnandanan 22532125 / 080-25005000 Extn. 1517
Janata Sahakari Bank Ltd. N.S.D.L. Department, Bharat Bhavan, 1360, Shukrawar Peth, Pune - 411002.
Shri Ajit Manohar Sane
020-24431011, 020-24431016 020-24431014
Barclays Bank PLC.
601/603 Ceejay House, Shivsagar Estate, Dr Annie Besant Road, Worli, Mumbai - 400018
Mr. Parul Parmar
022-67196400 / 6575
022-67196996
ASBA Applicant 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/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries). A list of SCSBs is also displayed on the website of BSE and NSE at www.bseindia.com and www.nseindia.com, respectively.
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