Disclosure Document Private & Confidential – For Private Circulation Only
Dated:29thJune , 2020 (For the Addressee only)
Serial No: 01062020
Addressed to:
(THIS DISCLOSURE DOCUMENT IS NEITHER A PROSPECTUS NOR A STATEMENT IN LIEU OF
PROSPECTUS. THIS DISCLOSURE DOCUMENT PREPARED IN CONFORMITY WITH SECURITIES AND
EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008 ISSUED
VIDE CIRCULAR NO. LAD-NRO/GN/2008/13/127878 DATED JUNE 06, 2008, AS AMENDED FROM TIME TO
TIME, THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2015 ISSUED VIDE CIRCULAR NO. SEBI/LAD-NRO/GN/2015-16/013
DATED SEPTEMBER 02, 2015, AS AMENDED FROM TIME TO TIME, SECTION 42 OF THE COMPANIES ACT,
2013 AND THE COMPANIES (PROSPECTUS AND ALLOTMENT OF SECURITIES) RULES, 2014.
PIRAMAL CAPITAL & HOUSING FINANCE LIMITED
(formerly known as Piramal Housing Finance Limited)
Registered Office: 4th Floor, Piramal Tower, Peninsula Corporate Park, Ganpatrao Kadam Marg, Lower Parel,
Mumbai, Maharashtra- 400013
Tel: + 22 6230 9200; Fax: + 22 6151 3444
CIN: U65999MH2017PLC291071; Website: www.pchf.in
ISSUE OF SECURED, RATED, LISTED, REDEEMABLE NON-CONVERTIBLE DEBENTURES UP TO
RS. 325 CRORES (RUPEES THREE HUNDERED TWENTY-FIVE CRORES ONLY) ALONGWITH AN
OPTION TO RETAIN OVERSUBSCRIPTION UP TO RS. 175 CRORES (RUPEES ONE HUNDRED
SEVENTY FIVE CRORES ONLY) EACH HAVING A FACE VALUE OF RS. 10,00,000/- (RUPEES TEN
LAKHS ONLY), THE TOTAL ISSUE SIZE AGGREGATING AND NOT EXCEEDING UP TO RS. 500
CRORES (RUPEES FIVE HUNDRED CRORES ONLY IN DEMATERIALISED FORM, ON A PRIVATE
PLACEMENT BASIS (HEREINAFTER REFERRED TO AS “DEBENTURES”) (THE “ISSUE”)
This Disclosure Document (hereinafter referred to as the “Disclosure Document” or “DD”) is prepared in
accordance with the terms of the Securities and Exchange Board of India (Issue and Listing of Debt Securities)
Regulations, 2008 as amended from time to time, as applicable for private placement of Debentures, and the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
as amended from time to time, as applicable for private placement of Debentures. This Disclosure Document
is neither a prospectus nor a statement in lieu of prospectus and does not constitute an offer to the public
generally to subscribe for or otherwise acquire the Debentures to be issued by the Issuer.
GENERAL RISKS
Investment in debt and debt related securities involve a degree of risk and investors should not invest any funds in
the debt instruments, unless they can afford to take the risks attached to such investments. Investors are advised to
take informed decision before taking an investment decision in relation to this Issue. For taking an investment
decision the investors must rely on their examination of the Company, this Disclosure Document issued in pursuance
hereof and the Issue including the risks involved. The Issue of Debentures has not been recommended or approved
by Securities & Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this Disclosure
Document. These risks are not, and are not intended to be, a complete list of all risks and considerations relevant to
the Debentures or investor’s decision to purchase the Debentures.
ISSUER’S ABSOLUTE RESPONSIBILITY
The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms, that the information
contained in this Disclosure Document contains all the information with regard to the Issuer and which is material in
the context of the Issue and as required under Section 42 of the Companies Act, 2013 and the Companies (Prospectus
and Allotment of Securities) Rules, 2014, as amended from time to time and that the information contained in this
Disclosure Document is true and correct in all material respects and is not misleading in any material respect, that the
opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which
makes this Disclosure Document as a whole or any of such information or the expression of any such opinions or
intentions misleading in any material respect.
CREDIT RATING The Debentures have been assigned a long term rating of AA; stable by CARE Ratings Ltd.
The rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. The
rating may be subject to revision or withdrawal at any time by the assigning rating agency and each rating should be
evaluated independently of any other rating. The Rating Agency has a right to suspend or withdraw the rating at any
Disclosure Document Private & Confidential – For Private Circulation Only
time on the basis of factors such as new information or unavailability of information or any other circumstances,
which it believes may have an impact. Please refer to Annexure I of this Disclosure Document for the letter dated
21st April 2020 from the Rating Agency assigning the credit rating abovementioned and the rating rationale adopted
for the aforesaid rating.
LISTING
The Debentures are proposed to be listed on the Wholesale Debt Segment of the National Stock Exchange of India
Limited (“NSE”) and BSE Limited.
NSE shall be the Designated Stock Exchange.
This Disclosure Document is dated 29 June 2020
Debenture Trustee Registrar & Transfer Agent Auditors
Company
Secretary &
Compliance
Officer
IDBI Trusteeship Services
Limited
Asian Building, Ground Floor
17, R Kamani Marg
Ballard Estate, Mumbai 400001
Tel: +91 22 4080 7005
Fax: +91 22 6631 1776
Email: [email protected]
Website: www.idbitrustee.com
Contact Person:Ms. Anjalee
Athalye
Link Intime India Private
Limited
101, 247 Park, L B S Marg,
Vikhroli (West),
Mumbai – 400083
Tel: +91 22 49186000
Fax: +91 22 49186060
Email:
n
Website: www.linkintime.co.in
Contact Person: Mr. Ganesh
Jadhav
B S R & Co. LLP 1st Floor, Lodha
Excelus Building,
Apollo Mills
Compound,
N.M. Joshi Marg,
Mahalaxmi
Mumbai – 400 011
Direct: +91 22
3091 3264
Fax: +91 22 3090
1550
Email:
m
Contact Person:
Mr.
Venkataramanan
Vishwanath
Mr. Bipin Singh
Company Secretary
Piramal Capital
&Housing Finance
Limited
4th Floor, Piramal
Tower , Peninsula
Corporate Park,
Ganpatrao Kadam
Marg
Lower Parel
Mumbai,
Maharashtra 400
013
Direct +91 22
38023085
Fax +91 22 6151
3444
m
ISSUE SCHEDULE
Issue Opening Date 29th June 2020
Issue Closing Date 29th June 2020
Pay In 30th June 2020
Deemed Date of Allotment 30th June 2020
Disclosure Document Private & Confidential – For Private Circulation Only
PART A
DEFINITIONS/ABBREVIATIONS
Act The provisions of the Companies Act, 1956 to the extent in force and the
Companies Act, 2013 and the rules made thereunder which are in effect
from time to time and shall include any other statutory amendment or re-
enactment thereof
Allot/Allotment/Allotted Unless the context otherwise requires or implies, the allotment of the
Debentures as was made pursuant to the Issue
Applicable Law Any statute, national, state, provincial, local, municipal, foreign,
international, multinational or other law, treaty, code, regulation,
ordinance, rule, judgment, order, decree, bye-law, approval of any
Governmental Authority, directive, guideline, policy, requirement or
other governmental restriction or any similar form of decision of or
determination by, or any interpretation or administration having the force
of law of any of the foregoing by any Governmental Authority having
jurisdiction over the matter in question, whether in effect as of the date
of this Disclosure Document or at any time thereafter
Application Form The form in which an investor can apply for subscription to the
Debentures
Board Board of Directors of the Company or any committee formed by the
Board of Directors of the Company
BSE BSE Limited
Business Days A day which is not a 2nd or 4th Saturday, Sunday or a public holiday for
the purposes of Section 25 of the Negotiable Instruments Act, 1881(26
of 1881) on which banks are open for general banking business in the
places as mentioned in Schedule I hereto and “Business Days” is to be
construed accordingly
CDSL Central Depository Services (India) Limited
Company /Issuer Piramal Capital & Housing Finance Limited (formerly known as Piramal
Housing Finance Limited), a company incorporated under the Act with
Corporate Identity Number U65999MH2017PLC291071 and having its
registered office at 4th Floor, Piramal Tower, Peninsula Corporate Park,
Ganpatrao Kadam Marg, Lower Parel, Mumbai – 400 013
Crore 1 crore = 10 million
Debenture Holder(s) The persons who are, for the time being and from time to time, the
holders of the Debentures and whose names appear in the Register of
Beneficial Owners, and “Debenture Holder” means each such person
Debenture Trustee The trustee for the Debenture Holder(s), in this case being IDBI
Trusteeship Services Limited
Debentures/NCDs Issue of Secured, Rated, Listed, Redeemable Non-Convertible
Debentures Up To Rs. 325 Crores (Rupees Three Hundred Twenty Five
Crores Only) along with an option to retain Oversubscription upto Rs.
175 Crores each having a face value of Rs. 10,00,000/- (Rupees Ten
Lakhs only), the total issue size aggregating and not exceeding up to Rs.
500 crores
Disclosure Document Private & Confidential – For Private Circulation Only
Debenture Trust Deed Umbrella Debenture Trust Deed dated 4th September, 2018 entered
between the Company and the Debenture Trustee inter alia for creation
of the first pari passu mortgage over the Immovable Property
Debenture Trustee Agreement Umbrella Debenture Trustee Agreement dated 20th August, 2018 entered
between the Company and IDBI Trusteeship Services Limited inter alia
for appointment of IDBI Trusteeship Services Limited as the Debenture
Trustee for the Entire Issuance
Deed of Hypothecation Umbrella Deed of Hypothecation dated 4th September, 2018 entered into
between the Company and the Debenture Trustee for creation of first pari
passu charge by hypothecation over the Hypothecated Assets
Deemed Date of Allotment 30th June, 2020
Depository(ies) NSDL and/or CDSL
Disclosure Document / DD This Disclosure Document dated 29th June , 2020 for private placement
of the Debentures, as the same may be amended and supplemented from
time to time
Due Date Any date on which the holders of debentures are entitled to any
payments, whether towards Coupon/redemption premium or repayment
of the principal amounts due in respect of the Debentures
Early Redemption Amount Means the Outstanding Balance payable on the Debentures on Early
Redemption Date
Early Redemption Date (a) Means any date prior to the Redemption Date on which Debentures
are required to be redeemed in accordance with the Debenture Trust
Deed pursuant to the occurrence of an Events of Default (as defined
in the Paragraph XIII of Section I of the Part B of this DD) which
leads to Security Enforcement Event; and
(b) withdrawal of long term rating of the Debentures
Entire Issuance Issue of secured, listed, rated, redeemable, non-convertible debentures at
a face value of Rs. 10,00,000 each, with marketable lot of one debenture
for cash aggregating to the amount as mentioned in the Debenture
Trustee Agreement and to be issued on a private placement basis in
multiple series/ tranches, pursuant to the Debenture Trust Deed from
time to time. This Issue forms part of the Entire Issuance
Event of Default Means such events as identified as Event of Default in this DD and shall
also include the events as identified as Event of Default in the Debenture
Trust Deed and/or Deed of Hypothecation
Governmental Authority Shall mean and include the President of India, the Government of India,
the Governor and the Government of any State in India, any Ministry or
Department of the same, any municipal or local government, any
authority or private body exercising powers conferred by Applicable
Law and any court or tribunal of competent jurisdiction or other judicial
or quasi-judicial body, and shall include, without limitation, a stock
exchange, Registrar of Companies and any regulatory body
HFC Housing Finance Company
Hypothecated Assets Movable Assets and all rights, title, interest, benefits, claims and
demands whatsoever of the Company in, to or in respect of such Movable
Assets
I.T. Act The Income-tax Act, 1961 (as amended, modified and/or supplemented
from time to time)
Immovable Property Means the Land admeasuring 171 sq. Mtrs bearing plot no. 9, forming
part of Survey No. 36 A, Mouje Pali, Taluka Sudhagad, District Raigad
as will be more particularly described in the Debenture Trust Deed
Disclosure Document Private & Confidential – For Private Circulation Only
Interest In respect of a Debenture for an interest period, the amount of interest
payable on the Nominal Value at the Interest Rate / Coupon Rate
Interest / Coupon Rate 8.75% p.a.
Investor Any person who subscribes to this Issue
ISIN International Securities Identification Number
Issue This Private Placement of the Debentures
Majority Debenture Holders/ Super
Majority Debenture Holders
“Majority Debenture Holders” shall mean, the Debenture Holders
holding an aggregate amount representing not less than three-fourth in
value of the nominal amount of Debentures then outstanding;
“Majority Resolution” shall mean a resolution passed at a meeting of
the Debenture Holders in accordance with the provisions of the Third
Schedule of the Debenture Trust Deed, duly convened and held in
accordance with the provisions therein contained (or obtained by way of
a circular resolution) and, carried by a majority consisting of such
number of Debenture Holders, which shall represent not less than three-
fourth of the nominal amount then outstanding of the Debentures, or if a
poll is demanded, by a majority representing not less than three-fourth
of the nominal amount then outstanding of the Debentures on such poll.
“Super Majority” shall mean the debenture holders of an amount
representing not less than three-fourth in value of the nominal amount
then outstanding of the Entire Issuance collectively;
“Super Majority Resolution” shall mean a resolution passed at a
meeting of the Debenture Holders of the Entire Issuance, duly convened
and held in accordance with the provisions contained in the Third
Schedule of the Debenture Trust Deed (or obtained by way of a circular
resolution) and, carried by a majority consisting of such number of
Debenture Holders, which shall represent not less than three-fourth of
the nominal amount then outstanding of the Entire Issuance collectively,
or if a poll is demanded, by a majority representing not less than three-
fourth of the nominal amount then outstanding of the Entire Issuance
collectively pursuant to the Debenture Trust Deed, on such poll;
It is however clarified that if a resolution is required to be passed or
consent is required to be provided in relation to a matter concerning only
the Issue then only the consent of the Majority Debenture Holders or the
authority by way of a Majority Resolution shall be required. It is clarified
that enforcement of the Security shall not be construed as a matter
concerning only of this Issue as the same concerns all the Debenture
Holders of the Entire Issuance considering that there is a community of
interest amongst them in relation to the holding and enforcement of the
Security for the Entire Issuance
Movable Assets All standard Receivables of the Company (both present and future),
including without limitation Receivables arising out of lending loans
and advances and Receivables arising out of its investments (excluding
investments made in the nature of equity investments or convertible
instruments) and current assets;
Save and except any Receivables arising out of its investments made or
loan extended by the Company to its subsidiaries or affiliates.
NHB National Housing Bank
Disclosure Document Private & Confidential – For Private Circulation Only
Nominal Value Rs. 10,00,000/- being the nominal value of each Debenture
NPA Non-performing asset as defined under the NHB Master Circular no.
NHB (ND)/ DRS/ REG/ MC-01/2017 dated July 1, 2017 titled as “The
Housing Finance Companies (NHB) Directions, 2010”
NSDL National Securities Depository Limited
NSE The National Stock Exchange of India Limited
Outstanding Balance Means at any time, the aggregate amount payable by the Company
whether in respect of the outstanding nominal/ face value of the
Debentures, Interest payable at the Interest Rate, additional interest
(wherever applicable), payment of the redemption premium, and all fees,
costs, charges, expenses or otherwise, reimbursements and Taxes
thereon, payable in respect of the Debentures
Rating Agency(ies) CARE Limited
RBI Reserve Bank of India
Receivables Shall mean all principal amounts and Interest (including Coupon,
premium and/or any additional interest) owing to or receivable by the
Company including all the accrued book debts, both present and future,
other than those amounts whose repayment is overdue by such number
of days required to categorize the asset as a non-performing asset under
NHB guidelines for HFC, whether such monies receivable are retained
in any of the accounts of the Company or otherwise, in respect of loans
and advances/ investments in certain securities/ inter-corporate deposits
subscribed to / given / placed by the Company, and as more particularly
identified by the Company to the Debenture Trustee from time to time in
the certificate provided / to be provided in terms of Deed of
Hypothecation, and all benefit, rights, interest, claims and demands of
the Company in, to or in respect of all the aforesaid amounts, over which
a charge by way of hypothecation is to be created by the Company in
favour of the Debenture Trustee under the Deed of Hypothecation
Record Date The record date means, the day falling 15 days before the Redemption
Date and interest payment date respectively.
In the event the Record Date falls on a day which is not a Business Day,
the next Business Day will be considered as the Record Date
Redemption Amount In respect of each Debenture:
(a) on an Early Redemption Date, the Early Redemption Amount; and
(b) on the Redemption Date, the Outstanding Balance
Redemption Date 31st May 2023
Register of Beneficial Owners The register of beneficial owners of the Debentures maintained in the
records of any depository
Registrar/Registrar to the Issue Link Intime India Private Limited
ROC Registrar of Companies
RTGS Real Time Gross Settlement
Scheme of Amalgamation/Scheme ‘Scheme of Amalgamation’ or ‘Scheme’ means, the Scheme of
Amalgamation of Piramal Finance Limited (‘PFL’), Piramal Capital
Limited (‘PCL’), both wholly owned subsidiaries of Piramal Enterprises
Limited (‘PEL’) with Piramal Capital & Housing Finance Limited
(‘PCHFL’) (formerly known as Piramal Housing Finance Limited),
wholly owned subsidiary of PFL, and their respective shareholders. The
said Scheme of Amalgamation was sanctioned by the National Company
Law Tribunal on 6th April, 2018. However, the Certified True Copy of
Disclosure Document Private & Confidential – For Private Circulation Only
the Order was received by the Company only on 22nd May, 2018, which
was made effective from the Appointed Date i.e. 31st March, 2018, by
filing it with the Registrar of Companies, Maharashtra, Mumbai, on 23rd
May 2018 (‘Effective Date’). Consequent to making the order effective
on the Effective Date, PFL & PCL have amalgamated with PCHFL,
pursuant to which, PCHFL has now become a direct wholly owned
subsidiary of PEL. Further, all the assets and liabilities of PFL and PCL,
as defined in the Scheme of Amalgamation, have been transferred and
vested w.e.f. the Appointed Date to PCHFL.
SEBI Securities and Exchange Board of India constituted under the Securities
and Exchange Board of India Act, 1992 (as amended from time to time)
SEBI Regulations The Securities and Exchange Board of India (Issue and Listing of Debt
Securities) Regulations, 2008 as amended from time to time and the
Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, issued by SEBI, as
amended from time to time
Security Means the security created or caused to be created by the Company to
secure its obligations in respect of the Debentures
Security Documents Mean Debenture Trust Deed, Debenture Trustee Agreement, Deed of
Hypothecation, necessary power of attorney and all such other
documents required for the purpose of creating and perfecting the
Security in favour of the Debenture Trustee for the benefit of the
Debenture Holders
Security Enforcement Event The occurrence of an event being an Event of Default or the occurrence
of any event which, after notice, or lapse of time, or both, would
constitute an Event of Default under the Transaction Documents,
pursuant to which the Security shall become enforceable in accordance
with the terms of the Transaction Documents, unless such Event of
Default at the request of the Company is expressly waived by the
Debenture Trustee with the consent of the Super Majority or with the
authority of a Super Majority Resolution. It is clarified that if a cure
period has been provided for in Transaction Documents to cure an Event
of Default, the Security Enforcement Event shall be triggered only on
the expiry of such cure period. It is further clarified that enforcement of
the Security created under the Transaction Documents shall not be
construed as a matter concerning only this Issue or a particular series/
tranche of debentures as the same concerns the holders of debentures of
the Entire Issuance, considering that there is a community of interest
amongst them in relation to the holding and enforcement of the Security
created under the Transaction Documents
Stock Exchange NSE and BSE
Transaction Documents Means:
(a) Security Documents and
(b) any other document that may be designated as a Transaction
Document by the Debenture Trustee and the Company,
and “Transaction Document” means any of the above.
Any capitalized terms used in the DD and not defined in this section shall have the respective meanings assigned to
them under the remaining section hereunder.
Interpretation
1 Words denoting singular only shall include plural and vice-versa.
2 Words denoting one gender only shall include the other gender.
Disclosure Document Private & Confidential – For Private Circulation Only
3 All references in these presents to any provision of any statute shall be deemed also to refer to the statute,
modification or re-enactment thereof or any statutory rule, order or regulation made thereunder or under such
re-enactment.
4 The headings in these sections are inserted for convenience only and shall be ignored in construing and
interpreting the section.
Disclosure Document Private & Confidential – For Private Circulation Only
GENERAL DISCLAIMER
This Disclosure Document (the “Disclosure Document” or “DD”) is neither a prospectus nor a statement in lieu of
a prospectus under the Act. The offering of secured, rated, listed, redeemable, non-convertible debentures under this
Disclosure Document (hereinafter referred to as “Debentures”), to be listed on the Wholesale Debt Market
(“WDM”) segment of the NSE and BSE is being made strictly on a private placement basis. Multiple copies hereof
given to the same entity shall be deemed to be given to the same person and shall be treated as such. Nothing in this
Disclosure Document shall constitute and/or deem to constitute an offer or an invitation to offer to the public or any
section thereof to subscribe for or otherwise acquire the Debentures in general under any law for the time being in
force. Neither this Disclosure Document nor any other information supplied in connection with the Debentures is
intended to provide the basis of any credit or other evaluation and a recipient of this Disclosure Document should
not consider such receipt a recommendation to purchase any Debentures. Each potential investor contemplating the
purchase of any Debentures should make its own independent investigation of the financial condition and affairs of
the Company and its own appraisal of the creditworthiness of the Company as well as the structure of the Issue.
Potential investors should consult their own financial, legal, tax and other professional advisors as to the risks and
investment considerations arising from an investment in the Debentures and should possess the appropriate resources
to analyze such investment and the suitability of an investment to the investor's particular circumstances. No person
has been authorized to give any information or to make any representation not contained in or incorporated by
reference in this Disclosure Document or in any material made available by the Company to any potential investor
pursuant hereto and, if given or made, such information or representation must not be relied upon as having been
authorized by the Company.
The contents of this Disclosure Document are intended to be used only by the Debenture Holders to whom it is
issued. It is not intended for distribution to any other person and should not be reproduced by the recipient. No
invitation is being made to any persons to whom this DD has not been sent. Any application by a person to whom
this DD has not been sent by the Company shall be rejected without assigning any reason. Invitations, offers and
sales of the Debentures shall only be made pursuant to this DD. The person who is in receipt of this DD shall maintain
utmost confidentiality regarding the contents of this DD and shall not reproduce or distribute in whole or part or
make any announcement in public or to a third party regarding its contents, without the prior written consent of the
Company. All Debenture Holders are required to comply with the relevant regulations/guidelines applicable to them
for investing in this Issue. It is the responsibility of the eligible investors to have obtained all consents, approvals or
authorizations required by them to participate in the Issue.
This DD is issued by the Issuer. The views contained in this DD do not necessarily reflect the views of its directors,
officers, employees or affiliates. This DD does not purport to contain all the information that any Debenture Holder
may require. Further, this DD has been prepared for informational purposes relating to this transaction only and upon
the express understanding that it will be used only for the purposes set forth herein.
The Issuer confirms that the information contained in this DD is true and correct in all material respects and is not
misleading in any material respect to the best of understanding. All information considered adequate and relevant
about the Issue and the Issuer has been made available in this DD for the use and perusal of the Debenture Holders
and no selective or additional information would be available for a section of Debenture Holders in any manner
whatsoever. The Issuer does not undertake to update the DD to reflect subsequent events after the date of the DD and
thus it should not be relied upon with respect to such subsequent events without first confirming its accuracy with
the Issuer.
Pursuant to the provisions of Section 42 of the Companies Act, 2013 read with the Companies (Prospectus and
Allotment of Securities) Rules, 2014, the copy of this DD shall be filed with the ROC and SEBI within the stipulated
timelines under the Companies Act, 2013. The Issuer accepts no responsibility for statements made other than in this
DD or any other material expressly stated to be issued by or at the instance of the Issuer in connection with the issue
of the Debentures and that anyone placing reliance on any other source of information would be doing so at their
own risk.
The purpose of this DD is to provide general information about the Issuer and to assist Debenture Holders. Neither
this DD nor any other information supplied in connection with the Debentures is intended to provide the basis of any
credit or other evaluation and any recipient of this DD should not consider such receipt a recommendation to purchase
any Debentures.
Each investor contemplating purchasing any Debentures should make its own independent investigation of the
financial condition and affairs of the Issuer, and its own appraisal of the creditworthiness of the Issuer. Eligible
investors should consult their own financial, legal, tax and other professional advisors as to the risks and investment
considerations arising from an investment in the Debentures and should possess the appropriate resources to analyze
such investment and the suitability of such investment to such investor's particular circumstances. By subscribing to
Disclosure Document Private & Confidential – For Private Circulation Only
the Issue, eligible investors shall be deemed to have acknowledged that the Issuer does not owe them a duty of care
in this respect. Accordingly, none of the Issuer’s officers or employees shall be held responsible for any direct or
consequential losses suffered or incurred by any recipient of this DD as a result of or arising from anything expressly
or implicitly contained in or referred to in this DD or any information received by the recipient in connection with
this Issue.
FORWARD LOOKING STATEMENTS
This Disclosure Document contains certain forward-looking statements. These forward looking statements generally
can be identified by words or phrases such as aim, anticipate, believe, expect, estimate, intend, objective, plan,
project, shall, will, will continue, will pursue or other words or phrases of similar import. Similarly, statements that
describe our objectives, strategies, plans or goals are also forward-looking statements. All forward looking statements
are subject to risks, uncertainties and assumptions about the Issuer that could cause actual results to differ materially
from those contemplated by the relevant forward-looking statement.
Important factors that could cause actual results to differ materially from the Issuer’s expectations include, but are
not limited to, the following:
a) delay or non-receipt of necessary government and other approvals;
b) regulatory changes pertaining to the industry in India which have an impact on the Issuer’s business and
durability to respond to them;
c) the Issuer’s ability to successfully implement its strategy, growth and expansion;
d) competition in the industry in which the Issuer operates in;
e) the Issuer’s ability to respond to technological changes;
f) the Issuer’s exposure to market risks;
g) the monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates,
h) foreign exchange rates, equity prices and other rates or prices; and
i) general economic and political conditions in India and globally, which have an impact on the Issuer’s
business and its ability to respond to them.
By their nature, certain market risk disclosures are only estimates and could be materially different from what actually
occurs in the future. As a result, actual future gains or losses could materially differ from those that have been
estimated. Neither the Issuer, Registrar, Debenture Holders nor any of their respective affiliates have any obligation
to update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the
occurrence of underlying events, even if the underlying assumptions do not come to fruition.
There is no litigation currently outstanding against the Issuer – in light of this, in this Disclosure Document, there are
no disclosures pertaining to material litigation. This apart, in respect of other legal proceedings, investigations and
cases, which if determined against the Issuer, its subsidiaries or its promoters would, in the opinion of the Issuer,
have a material adverse impact on the financial condition or results, business, reputation or intellectual property assets
of the Issuer or its subsidiaries, given the size, nature of operations and locational diversity of the Issuer and its
subsidiaries, the list of such proceedings, investigations and cases is restricted to material issues.
DISCLAIMER OF THE SECURITIES & EXCHANGE BOARD OF INDIA
This DD is to be filed with SEBI. The Debentures have not been recommended or approved by SEBI nor does SEBI
guarantee the accuracy or adequacy of this document. It is to be distinctly understood that this document should not,
in any way, be deemed or construed that the same has been cleared or vetted 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 this document.
DISCLAIMER CLAUSE OF THE STOCK EXCHANGE
It is to be distinctly understood that filing of this DD with the Stock Exchange should not, in any way, be deemed or
construed that the same has been cleared or approved by the Stock Exchange nor does the Stock Exchange in any
manner warrant, certify or endorse the correctness or completeness of any of the contents of this DD, nor does the
Stock Exchange warrant that the Issuer’s Debentures will be listed or will continue to be listed on the Stock Exchange;
nor does the Stock Exchange take any responsibility for the soundness of the financial and other conditions of the
Issuer, its promoters, its management or any scheme or project of the Issuer.
Disclosure Document Private & Confidential – For Private Circulation Only
DISCLAIMER IN RESPECT OF JURISDICTION
Issue of the Debentures have been made in India to investors as specified under paragraph titled “Who Can Apply”
in this DD, who have been specifically approached by the Original Issuer. This DD is not to be construed or
constituted as an offer to sell or an invitation to subscribe to Debentures. The Debentures are governed by and shall
be construed in accordance with the existing Indian laws as applicable in the state of Maharashtra. Any dispute arising
in respect thereof will be subject to the exclusive jurisdiction of the courts and tribunals of the city of Mumbai.
DISCLAIMER CLAUSE OF THE RATING AGENCY
Ratings are opinions on credit quality and are not recommendations to sanction, renew, disburse or recall the
concerned facilities or to buy, sell or hold any security. The Rating Agency has based its ratings on information
obtained from sources believed by it to be accurate and reliable. The Rating Agency does not, however, guarantee
the accuracy, adequacy or completeness of any information and is not responsible for any errors or omissions or for
the results obtained from the use of such information. Most entities whose bank facilities / instruments are rated by
the Rating Agency have paid a credit rating fee, based on the amount and type of bank facilities / instruments.
DISCLAIMER CLAUSE OF THE NHB
The Debentures have not been recommended by NHB nor does NHB guarantee the accuracy or adequacy of this DD.
It is to be distinctly understood that this DD should not in any way be deemed or construed to have been approved
or vetted by NHB. NHB does not take any responsibility either for the financial soundness of any proposal for which
the Debentures issued hereof is proposed to be made or for the correctness of the statements made or opinions
expressed in this DD. however, NHB reserves the right to take up at any point of time, with the Company/Issuer, any
irregularities or lapses in this DD.
FORCE MAJEURE
The Company reserves the right to withdraw the Issue at any time prior to the closing date thereof in the event of any
unforeseen development adversely affecting the economic and/or regulatory environment or otherwise. In such an
event, the Company will refund the application money, if any, collected in respect of the Issue without assigning any
reason.
ISSUE OF DEBENTURES IN DEMATERIALISED FORM
The Debentures will be issued in dematerialised form. The Issuer has made arrangements with the Depositories for
the issue of the Debentures in dematerialised form. Investors will have to hold the Debentures in dematerialised form
as per the provisions of the Depositories Act. The Issuer shall take necessary steps to credit the Debentures allotted
to the beneficiary account maintained by the Investor with its depositary participant. The Issuer will make the
Allotment to Investors on the Deemed Date(s) of Allotment after verification of the Application Form, the
accompanying documents and on realisation of the application money.
Disclosure Document Private & Confidential – For Private Circulation Only
RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its obligations under the Debentures. These
risks may include, among others, business aspects, equity market, bond market, interest rate, market volatility and
economic, political and regulatory risks and any combination of these and other risks. Debenture Holders should
carefully consider all the information in this Offer Letter, including the risks and uncertainties described below. All
of these factors are contingencies which may or may not occur and the Issuer is not in a position to express a view
on the likelihood of any such contingency occurring.
Risks related to the Issue
An investment in Debentures involves risks. These risks may include, among others, equity market, bond market,
interest rate, market volatility and economic, political and regulatory risks and any combination of these and other
risks. Some of these are briefly discussed below. Debenture Holders and subsequent purchasers of the Debentures
should be experienced with respect to transactions in instruments such as the Debentures. Debenture Holders and
subsequent purchasers of the Debentures should understand the risks associated with an investment in the Debentures
and should only reach an investment decision after careful consideration, with their legal, tax, accounting and other
advisers, of (a) the suitability of an investment in the Debentures in the light of their own particular financial, tax and
other circumstances and (b) the information set out in this Disclosure Document.
The Debentures may decline in value and marketability and Investors should note that, whatever their investment in
the Debentures, the cash amount due at maturity will be equivalent to the face value of the Debentures. More than
one risk factor may have simultaneous effect with regard to the Debentures such that the effect of a particular risk
factor may not be predictable. In addition, more than one risk factor may have a compounding effect which may not
be predictable. No assurance can be given as to the effect that any combination of risk factors may have on the value
of the Debentures.
1. Taxation
Potential purchasers and sellers of the Debentures should be aware that they may be required to pay stamp duties or
other documentary charges/taxes in accordance with the laws and practices of India. Payment and/or delivery of any
amount due in respect of the Debentures will be conditional upon the payment of all applicable taxes, duties and/or
expenses.
Potential Investors who are in any doubt as to their tax position should consult their own independent tax advisers.
In addition, potential Investors should be aware that tax regulations and their application by the relevant taxation
authorities change from time to time. Accordingly, it is not possible to predict the precise tax treatment which will
apply at any given time.
2. Interest Rate Risk
All fixed income securities, such as the Debentures, are subject to price risk. The price of such securities will vary
inversely with changes in prevailing interest rates, i.e. when interest rates rise, prices of fixed income securities fall
and when interest rates drop, the prices increase. The extent of fall or rise in the prices is a function of the existing
coupon, days to maturity and the increase or decrease in the level of prevailing interest rates. Increased rates of
interest, which frequently accompany inflation and/or a growing economy, are likely to have a negative effect on the
price of the Debentures.
3. The Debentures may be Illiquid
It is not possible to predict if and to what extent a secondary market may develop in the Debentures or at what price
the Debentures will trade in the secondary market or whether such market will be liquid or illiquid. If so specified in
this Disclosure Document, application has been made to list or quote or admit to trading the Debentures on the Stock
Exchange or quotation system(s) specified. If the Debentures are so listed or quoted or admitted to trading, no
assurance is given that any such listing or quotation or admission to trading will be maintained. The fact that the
Debentures may be so listed or quoted or admitted to trading does not necessarily lead to greater liquidity than if they
were not so listed or quoted or admitted to trading. The listing of the Debentures is subject to receipt of the final
listing and trading approval from the Stock Exchange.
The Issuer may, but is not obliged to, at any time purchase the Debentures at any price in the open market or by
tender or private agreement where permitted by law. Any Debentures so purchased may be resold or surrendered for
cancellation. The more limited the secondary market is, the more difficult it may be for holders of the Debentures to
realise value for the Debentures prior to redemption of the Debentures.
Disclosure Document Private & Confidential – For Private Circulation Only
4. Downgrading in credit rating
The Debentures have been rated by CARE as having CARE AA (Stable) rating for the issuance of Debentures. The
Issuer cannot guarantee that this rating will not be downgraded. Such a downgrade in the credit rating may lower the
value of the Debentures.
5. Future legal and regulatory obstructions
Future government policies and changes in laws and regulations in India and comments, statements or policy changes
by any regulator, including but not limited to the SEBI or the RBI or the NHB, may adversely affect the Debentures.
The timing and content of any new law or regulation is not within the Issuer’s control and such new law, regulation,
comment, statement or policy change could have an adverse effect on market for and the price of the Debentures.
Further, SEBI, the RBI, the NHB or other regulatory authorities may require clarifications on this Disclosure
Document, which may cause a delay in the issuance of Debentures or may result in the Debentures being materially
affected or even rejected.
6. Political instability or changes in the government could delay further liberalization of the Indian economy
and adversely affect economic conditions in India generally.
Since 1991, successive Indian governments have pursued policies of economic liberalization. The role of the Central
and State Governments in the Indian economy as producers, consumers and regulators has remained significant. If
there was to be any slowdown in the economic policies, or a reversal of steps already taken, it could have an adverse
effect on the debt market which as such is exposed to the risks of the Indian regulatory and policy regime and also
have an impact on global economic market.
RISKS RELATED TO THE COMPANY
1. Risk of Default
In the financial services businesses, the risk of default and non-payment by borrowers may adversely affect
profitability and asset quality. As the Company is an HFC, risk of non-payment by the borrowers and other
counterparties poses a significant risk. The Company is also exposed to risks of non-performance by third parties
from whom money, securities or other assets are receivable. This may cause the Company’s assets to be declared as
NPA. The Company’s inability to control or reduce the number and value of its NPAs may, despite provisioning
against such NPAs in accordance with regulatory requirements, lead to deterioration of the quality of its loan portfolio
and negatively impact its business.
2. Liquidity Risk
Exposure to liquidity risk is dependent upon the difference between the value of the assets and liabilities maturing in
any time period. As is typical for HFCs, a portion of the Company’s funding requirement is met through short term
funding sources such as working capital demand loans, cash credit, short term loans and commercial papers.
However, a portion of the assets on the Company’s portfolio have medium and long-term tenors. In the event that
the existing and committed credit facilities are withdrawn, become unavailable or are otherwise inadequate, the
Company’s business could be adversely impacted.
3. Risk of Delay in Enforcement
There are also risks relating to delays in enforcing Security provided, whether on account of delays in enforcement
proceedings before Indian courts or otherwise.
4. Risk of Increase in Credit Spreads
Increase in credit spreads could negatively affect the cost of borrowing. Such risks could arise from changes in
demand from creditors.
Disclosure Document Private & Confidential – For Private Circulation Only
5. Access to Capital Markets and Commercial Borrowings
The Company’s growth will depend on its continued ability to access funds at competitive rates. With the growth of
the business the Company is increasingly reliant on funding from the debt capital markets and commercial
borrowings. The market for such funds is competitive and its ability to obtain funds at competitive rates will depend
on various factors, including the Company’s ability to maintain its credit ratings. While its borrowing costs have
been competitive in the past due to its credit rating and the quality of its asset portfolio, if the Company is unable to
access funds at an effective cost that is comparable to or lower than its competitors, the Company may not be able to
offer competitive interest rates for its loans. This may adversely impact its business and its future financial
performance.
6. Interest Rate Risk
As HFC, the Company’s business is largely based on interest income. Interest rate risk is a concern since lending to
customers is at different interest rates and for different periods than the rates and periods corresponding to its funding
sources. The Company endeavours to keep the interest rate risk low by synchronizing the securing of resources and
its lending activities, and taking measures to hedge the interest rate risk based on prevalent macro economic
conditions. Nevertheless, interest rates are highly sensitive to factors beyond its control, including deregulation of
the financial sectors in India, domestic and international economic and political conditions, inflation and other
factors.
7. Collateral Recovery Risk
Various factors such delays on the Company’s part in taking immediate action in bankruptcy foreclosure proceedings,
market/economic downturns, claims of other lenders, legal or judicial restraint and fraudulent transfers, etc. by
borrowers could result in the Company realizing less than the full value of its collateral. Additionally, the National
Housing Board (“NHB”) has issued various guidelines pertaining to restructuring and monitoring of stressed assets
to ensure timely and transparent restructuring of corporate debt. Any failure to recover the expected value of collateral
security could expose the Company to losses. The Company’s participation in syndicate lending arrangements could
also expose it to risk of the majority of the lenders choosing to pursue a different course of action than would favour
the Company. Any such unexpected loss could adversely affect the Company’s business, prospects, the results of its
operations and its financial condition.
8. No Debenture Redemption Reserve
As per Rule 18(7) of the Companies (Share Capital and Debentures) Rules, 2014 issued by the Ministry of Corporate
Affairs, companies which are registered as HFC registered with NHB are not required to create a debenture
redemption reserve (“DRR”) for any private placement of debentures. Accordingly, no debenture redemption reserve
has been created by the Company.
9. Regulatory Risk
The Company requires certain statutory and regulatory approvals for conducting businesses and failure to obtain
retain or renew them in a timely manner, may adversely affect operations. A change in laws or regulations made by
the government or a regulatory body can increase the costs of operating a business, reduce the attractiveness of
investment and / or change the competitive landscape.
Non-compliance with regulations such as Anti Money Laundering, Prudential Norms etc. may lead to penalties and
reputation loss.
10. Concentration Risk
Concentration Risk in some markets (geographical) may lead to credit and cash flow risks. Due to local demand and
supply factors, market conditions in a particular location may become unfavourable. Sector focused operations (e.g.
real estate) may lead to concentration risks and lower returns due to fluctuation in demand for real estate or changes
in policies related to real estate.
Disclosure Document Private & Confidential – For Private Circulation Only
11. Any volatility in housing or real estate prices may have an adverse impact on our business and our growth
strategy
The Company is primarily engaged in the business of housing finance, and as such are exposed to the effects of
volatility in housing and real estate prices. Any sudden or sharp movement in housing prices may adversely affect
the demand for housing and housing finance and the quality of our portfolio which may adversely impact on our
business and growth strategy.
Disclosure Document Private & Confidential – For Private Circulation Only
PART B
SECTION 1: DISCLOSURES AS PER SEBI REGULATIONS
This Disclosure Document is prepared in accordance with the provisions of SEBI Regulations and the Act
and in this section, the Company has set out the details required as per Schedule I of the SEBI Regulations.
I. Documents Submitted to the Stock Exchange
(a) Memorandum and Articles of Association and necessary resolution(s) for the allotment of the Debentures;
(b) Copy of last three years audited annual reports;
(c) Statement containing particulars of, dates of, and parties to all material contracts and agreements;
(d) Copy of the Board / committee resolution authorizing the borrowing and list of authorized signatories;
(e) An undertaking from the Issuer stating that the necessary documents for the creation of the charge, where
applicable, would be executed within the time frame prescribed in the relevant regulations/act/rules etc. and
the same would be uploaded on the website of the designated Stock Exchange, where the debt securities
have been listed, within five working days of execution of the same;
(f) Any other particulars or documents that the Stock Exchange may call for as it deems fit;
(g) An undertaking that permission / consent from the prior charge holder for a pari-passu charge being created
over the Immovable Property and Hypothecated Assets, where applicable, in favour of the Debenture
Trustee to the proposed Issue has been obtained.
Documents Submitted to the Debenture Trustee
The following documents have been / shall be submitted to the Debenture Trustee in electronic form (soft
copy) on or before the Deemed Date of Allotment:
(a) Memorandum and Articles of Association and necessary resolution(s) for the allotment of the Debentures;
(b) Copy of last three years’ audited annual reports;
(c) Statement containing particulars of, dates of, and parties to all material contracts and agreements;
(d) Latest audited / limited review half yearly consolidated (wherever available) and standalone financial
information (profit & loss statement, balance sheet and cash flow statement) and auditor qualifications, if
any.
(e) An undertaking to the effect that the Issuer would, till the redemption of the debt securities, submit thedetails
mentioned in point (d) above to the Debenture Trustee within the timelines as mentioned in Uniform Listing
Agreement issued by SEBI vide circular No. CIR/CFD/CMD/6/2015 dated October 13, 2015, as amended
from time to time, for furnishing / publishing its half yearly/ annual result. Further, the Issuer shall within
180 (One Hundred Eighty) days from the end of the financial year, submit a copy of the latest annual report
to the Debenture Trustee and the Debenture Trustee shall be obliged to share the details submitted under
this clause with all ‘Qualified Institutional Buyers’ (QIBs) and other existing debenture-holders within 2
(two) working days of their specific request.
II. NAME, ADDRESS & REGISTERED OFFICE OF THE COMPANY
Name of the Issuer: Piramal Capital & Housing Finance Limited (formerly known as Piramal Housing Finance
Limited)
Date of incorporation of the company: 10/02/2017
Website: www.pchf.in
Name and Designation of Officials authorized to issue Debentures
Name: Mr. Kshitish Bapat
Designation: Chief Manager
Registered Office:
Address: 4th Floor, Piramal Tower, Peninsula Corporate Park, Ganpatrao Kadam Marg, Lower Parel,
Mumbai – 400013, Maharashtra, India
Tel: 6230 9200
Fax: 6151 3444
Disclosure Document Private & Confidential – For Private Circulation Only
Corporate Office: Address: 4th Floor, Piramal Tower, Peninsula Corporate Park, Ganpatrao Kadam Marg, Lower Parel, Mumbai –
400013, Maharashtra, India
Tel: 6230 9200
Fax: 6151 3444
Nodal/Compliance Officer for the Issue:
Name: - Mr. Bipin Singh
Address: 4th Floor, Piramal Tower, Peninsula Corporate Park , Ganpatrao Kadam Marg, Lower Parel, Mumbai- 400
013, Maharashtra, India
Telephone: +91 22 3802 3085 ; Fax: +91 22 6151 3444
Email id: [email protected]
Debenture Holders can contact the Compliance Officer in case of any pre-Issue or post-Issue related problems such
as non-receipt of letters of allotment, credit of debentures, interest on application money etc in the respective
beneficiary account or refund orders, etc.
CFO of the Issuer
Name: Mr. Sachin Deodhar
Address: Piramal Tower, Ganpatrao Kadam Marg, Lower Parel, Mumbai – 400013, Maharashtra
Telephone: +91 22 61513404; Fax: +91 22 6151 3444
Email id: [email protected]
Debenture Trustee for the Debenture Holders
Name: IDBI Trusteeship Services Limited
Address: Asian Building, Ground Floor17, R Kamani MargBallard Estate, Mumbai 400001
Contact No.: +91 22 4080 7005
Website: http://idbitrustee.co.in/
Email id: [email protected]
Registrar to the Issue
Name: Link Intime India Private Limited
Address: 101, 247 Park, LBS Marg, Vikhroli (West), Mumbai – 400078.
Telephone: +91 22 24918600 Fax: +91 22 49186060
Email: [email protected]
Website: www.linkintime.co.in
Rating Agency to the Issue
Name: CARE Ratings Limited
Address: 4th Floor, Godrej Colesium, Somaiya Hospital Road, Off Eastern Express Highway, Sion (E),
Mumbai – 400 022
Telephone: + 022-6754 3456; Fax: 022-6754 3457
Website: www.careratings.com
Auditors of the Issuer
Name: B S R & Co. LLP
Address: 1st Floor, Lodha Excelus Building, Apollo Mills Compound N.M. Joshi Marg, Mahalaxmi
Mumbai – 400 011.
Telephone: +91 22 3091 3264
Disclosure Document Private & Confidential – For Private Circulation Only
III. BRIEF SUMMARY OF THE BUSINESS/ACTIVITIES OF THE ISSUER AND ITS LINE OF
BUSINESS
OVERVIEW
Piramal Capital & Housing Finance Limited (formerly, known as Piramal Housing Finance Limited “PHFL”)
(“PCHFL”), is a wholly-owned subsidiary of Piramal Enterprises Limited, and is registered with the National
Housing Bank, as a Housing Finance Company vide registration no. 12.0163.17 dated 1 December 2017, with its
registered and operational office in Mumbai.
PCHFL was a wholly owned subsidiary of Piramal Finance Limited (‘PFL’). Piramal Finance Limited established in
2011, was categorized as a non-deposit taking NBFC by the Reserve Bank of India (‘RBI’). PFL’s strength lied in
its rich experience and its network in the wholesale lending (Construction Finance & LRD) to Tier I Real Estate
Developers, PAN India. It also undertook Non Real Estate lending to corporate sectors such as auto-components,
renewable, cements etc. In order to move one step ahead and to capture retail segment, PHFL was formed as a housing
finance company primarily to provide home loans & Loan Against Property at retail level and also undertake funding,
to certain extent, to developers as Construction Finance.
In October 2017, Boards of PHFL, Piramal Capital Limited (‘PCL’) and PFL approved the merger of PFL and PCL
into PHFL. Post which, approvals from respective shareholders, creditors and regulators were obtained in respect to
said merger. In April 2018, NCLT approved the merger whereby the written communication was received in May
2018, which stated that the appointment date of scheme should be effect from 31st March 2018. Post which the merger
stood effective and the resultant entity is a Housing Finance company, which is a wholly owned subsidiary of Piramal
Enterprises Limited. Furthermore, the name of Piramal Housing Finance Limited has been changed to Piramal Capital
& Housing Finance Limited.
PCHFL, apart from carrying on businesses of PFL, will play dominant role in retail sector by providing home loans
& mortgage loans to the customers in Tier I & Tier II. It aims to capture significant volume in terms of retail customers
and AUM through its deep & vast builder network. Currently, PCHFL have adequate professional staff at senior and
junior level. Going ahead it shall build bigger team covering the functional verticals - Sales team, Operation team,
Credit supporting, finance team etc. to support the growth of the business. PCHFL is continuously investing in
technology to automate its process and to make a single platform for entire loan life cycle management in order to
access faster services at the user end.
CORPORATE STRUCTURE
List of subsidiaries as on March 31, 2020: Nil
List of joint ventures as on March 31, 2020: Nil
List of Investment in Partnership Firm as on March 31, 2020: Nil
Disclosure Document Private & Confidential – For Private Circulation Only
KEY OPERATIONAL AND FINANCIAL PARAMETERS FOR THE LAST 3 AUDITED YEARS
Financial Parameters: (Rs in Crores)
Particulars 31st March 2020 31st March 2019 31st March 2018
(audited) (audited) (audited)
Tangible Net worth 10,166 9,250 7,858
Total debt 29,355 32,309 25,940
Net fixed assets 10,370 10,313 10,245
Cash and cash equivalents 3,865 412 1,553
Loans 26,833 30,837 19,382
Investments 8,063 9,529 12,592
Other financial assets 412 829 37
Other non-financial assets 324 105 13
Other financial liabilities 112 54 63
Other non- financial liabilities 10 46 15
Provisions 188 103 21
Interest Income 5,570 5,465 42
Interest Expense 3,328 2,838 16
Provisioning & Write-offs 1,176 130 -
PAT 30 1,443 45
Gross NPA (%) 2.1% 0.4% 0.4%
Net NPA (%) 1.4% 0.1% 0.1%
Tier I Capital Adequacy Ratio (%) 32.75% 27.27% 26.91%
Tier II Capital Adequacy Ratio (%) 0.15% 2.65% 4.02%
Project Cost and Means of Financing, in case of funding of new projects
Not Applicable
Any material event/ development or change having implications on the financials/credit quality (e.g. any
material regulatory proceedings against the Issuer/promoters, tax litigations resulting in material liabilities,
corporate restructuring event etc) at the time of issue which may affect the Issue or the Investor's decision to
continue to invest in the debt securities.
No material event/ development or change having implications on the financials/credit quality at the time of issue
which may affect the Issue or the investor’s decision to invest/ continue to invest in the Debentures has occurred.
Details of any material order passed by any statutory authority which has a material effect on company's or
promoter's business during the last three years immediately preceding the year of circulation of DD.
Nil.
However, the National Housing Bank (“NHB”) had vide letter dated 10th August 2018 imposed a fine of Rs. 5,000/-
on Piramal Housing Finance Limited (now renamed as “Piramal Capital and Housing Finance Ltd” ) for inadvertently
failing to obtain prior approval from NHB for the reconstitution of the Board and induction of three directors.
Disclosure Document Private & Confidential – For Private Circulation Only
GROSS DEBT EQUITY RATIO OF THE ISSUER as at March 31, 2020
Particulars Debt Equity ratio
Prior to assumption of obligations under the
Debentures
2.89
Post assumption of obligations under the
Debentures*
2.94
* Calculated based on equity and debt as at March 31, 2020
IV. BRIEF HISTORY OF ISSUER SINCE INCORPORATION GIVING DETAILS OF ITS
ACTIVITIES INCLUDING ANY REORGANIZATION, RECONSTRUCTION OR
AMALGAMATION, CHANGES IN CAPITAL STRUCTURE (AUTHORIZED, ISSUED AND
SUBSCRIBED) AND FINANCIAL POSITION.
a) History
The Company was incorporated as a wholly owned subsidiary of Piramal Finance Limited (‘PFL’), on February 10,
2017, in the name and style, of Piramal Housing Finance Private Limited (‘PHFPL’ or the ‘Company’) with its
registered office being at Mumbai. The Company was registered as a Housing Finance Company with National
Housing Bank vide registration certificate no. 12.0163.17 dated 01.12.2017. The Company was thereafter, converted
into a Public Limited Company with effect from September 28, 2017, consequent to which the name of the company
was changed to Piramal Housing Finance Limited (‘PHFL’), upon issuance of fresh certificate of incorporation dated
October 17, 2017.
The Board of Directors, at its meeting held on October 12, 2017, had approved a Scheme of Amalgamation of PFL
and Piramal Capital Limited (‘PCL’), both, wholly owned subsidiaries of Piramal Enterprises Limited (‘PEL’), with
PHFL and their respective shareholders (‘Scheme’). Pursuant to the aforesaid Board approval and in accordance with
the relevant provisions of the Companies Act 2013, the Company had filed an application / petition with the Hon’ble
National Company Law Tribunal, Mumbai Bench (‘the NCLT’) seeking its approval on the said Scheme.
The NCLT vide its order dated April 6, 2018, had granted its sanction to the said Scheme. Certified true copy of the
said order sanctioning the Scheme was received by the Company on May 22, 2018 and was filed with the Registrar
of Companies, Maharashtra, Mumbai and effected on May 23, 2018. In accordance with the said Scheme, PFL and
PCL ceased to exist and stood amalgamated with PHFL. Also, all the assets and liabilities of PFL and PCL, including
listed debt securities of PFL were transferred w.e.f. March 31, 2018, the Appointed Date, to the Company.
Further, pursuant to the Scheme of Amalgamation, the name of the Company was changed from Piramal Housing
Finance Limited to Piramal Capital & Housing Finance Limited upon issuance of fresh certificate of incorporation
dated June 12, 2018 issued by the Registrar of Companies, Mumbai, Maharashtra.
b) Capital Structure of the Issuer
i. As on March 31, 2020
Particulars Details
(In Lakhs)
Authorized Share Capital
25,00,00,00,000 Equity Shares of Rs. 10/- each
2,500,000
*Issued, subscribed, and paid up capital
19,28,37,18,397 Equity Shares of Rs.10/- each
1,928,371
*45,45,45,454 equity shares of Rs 10 each at an issue price of Rs 11 per share, were allotted on July 29, 2019;
*78,46,55,623 equity shares of Rs 10 each at an issue price of Rs 11.47, per share, were allotted on March
31, 2020.
Disclosure Document Private & Confidential – For Private Circulation Only
ii. Changes in capital structure of the Issuer as on March 31, 2020 , for last five years
Date of Change Rs. Particulars
May 18, 2017
(Extraordinary General
Meeting)
700 Crores Authorised Share Capital of the Company was increased from Rs. 300 Crores to Rs. 700 crores
May 2, 2018
(Extraordinary General
Meeting)
19,998 Crores Authorised Share Capital of the Company was increased from Rs. 700 Crores to Rs. 19,998 crores
May 23, 2018* 25,000 Crores Authorised Share Capital increased from Rs. 19,998 crores to 25,000 crores
* Upon the Scheme becoming effective and with effect from the Appointed Date i.e. March 31, 2018, the authorised
share capital of the Company automatically stands increased, by the authorised share capital of the Transferor
Companies as on the Effective Date i.e. May 23, 2018.
c) Equity share capital history of the Issuer as on March 31, 2020, for last five years
Allotm
ent
Date
No. of
Equity
Shares
Fac
e
Val
ue
(Rs.
)
Iss
ue
Pri
ce
(Rs
.)
Consider
ation
(cash,
other
than
cash, etc.)
Nature
of
Allotmen
t
Cumulative
Rema
rks
No. of
equity
shares
Equity
Share
capital
Equity
Share
Premium
Februa
ry 10,
2017
1,50,00,00
0
10 10 Cash Subscript
ion to the
Memoran
dum of
Associati
on
1,50,00,00
0
15,00,00,00
0
Nil Nil
Septe
mber
8, 2017
30,00,00,0
00
10 - Cash Right
Issue
31,50,00,0
00
315,00,00,0
00
Nil Nil
May
23,
2018
(31,50,00,
000)
10 N.
A.
Cancellation/
Reduction of Share
Capital pursuant to
Scheme of
Amalgamation
Nil Nil Nil Nil
May
23,
2018
18,04,45,1
7,320
10 - In kind Pursuant
to the
Scheme
of
amalgam
ation
18,04,45,1
7,320
1,80,44,51,7
3,200
Nil Nil
*July
29,
2019
45,45,45,4
54
10 11 Cash Preferenti
al Basis
18,49,90,6
2,774
1,84,99,06,2
7,740
454,54,54
,540
Nil
#March
31,
2020
78,46,55,6
23
10 11.
47
Cash Preferenti
al Basis
19,28,37,1
8,397
1,92,83,71,8
3,970
1,15,34,4
3,766
Nil
NOTE:
Disclosure Document Private & Confidential – For Private Circulation Only
*45,45,45,454 equity shares of Rs. 10 each at an issue price of Rs 11 per share, were allotted on July 29, 2019; # 78,46,55,623 equity shares of Rs. 10 each at an issue price of Rs 11.47 per share, were allotted on March 31,
2020.
d) Details of any acquisition or amalgamation in the last 1 year
The Board of Directors at its meeting held on October 12, 2017, had approved the Scheme of Amalgamation of PFL
and Piramal Capital Limited (‘PCL’), both, subsidiaries of Piramal Enterprises Limited (‘PEL’), with Piramal
Housing Finance Limited and their respective shareholders (‘Scheme’). Pursuant to the aforesaid Board approval and
in accordance with the relevant provisions of the Companies Act 2013, the Company had filed an application /
petition with the Hon’ble National Company Law Tribunal, Mumbai Bench (‘the NCLT’) seeking its approval on
the said scheme.
The NCLT vide its order dated April 6, 2018, had granted its sanction to the said Scheme. Certified true copy of the
said order sanctioning the Scheme was received by the Company on May 22, 2018 and was filed with the Registrar
of Companies, Mumbai, and Maharashtra and effected on May 23, 2018. In accordance with the said Scheme, PFL
and PCL ceased to exist and stood amalgamated with PHFL.
Further, pursuant to the Scheme of Amalgamation, the name of the Company was changed from Piramal Housing
Finance Limited to Piramal Capital & Housing Finance Limited with effect from June 12, 2018.
e) Details of any reorganization or reconstruction in the last 1 year:
Type of Event Date of Announcement Date of Completion Details
Not Applicable
f) Details of the shareholding of the Issuer as on March 31, 2020
Shareholding pattern of the Issuer as on March 31, 2020
Sr.
No.
Particulars Total No of Equity
Shares
No of shares in demat form Total
Shareholding
as % of total
no of equity
shares
1 Piramal Enterprises Limited
(PEL)
19,28,37,13,565
19,28,37,13,565
100%
2 Ajay G Piramal (as a
nominee of PEL)
4347 - Negligible
3 Dr. Swati A Piramal (as a
nominee of PEL)
97 - Negligible
4 Nandini A Piramal (as a
nominee of PEL)
97 - Negligible
5 Vijay K Shah (as a nominee
of PEL)
97 - Negligible
6 Rajesh R Laddha(as a
nominee of PEL)
97 - Negligible
7 Leonard J D’Souza (as a
nominee of PEL)
97 - Negligible
Total 19,28,37,18,397
19,28,37,13,565
100%
Notes: shares pledged or encumbered by the promoters (if any) - NIL
Disclosure Document Private & Confidential – For Private Circulation Only
1. Top 10 Equity Shareholders of the Issuer as on March 31, 2020
Sr.
No.
Name of the shareholder Total No of Equity
Shares
No of shares in demat form Total
Shareholding
as % of total
no of equity
shares
1 Piramal Enterprises Limited
(PEL)
19,28,37,13,565
19,28,37,13,565
100%
2 Ajay G Piramal (as a
nominee of PEL)
4347 - Negligible
3 Dr. Swati A Piramal (as a
nominee of PEL)
97 - Negligible
4 Nandini A Piramal (as a
nominee of PEL)
97 - Negligible
5 Vijay K Shah (as a nominee
of PEL)
97 - Negligible
6 Rajesh R Laddha (as a
nominee of PEL)
97 - Negligible
7 Leonard J D’Souza (as a
nominee of PEL)
97 - Negligible
Total 19,28,37,18,397
19,28,37,13,565
100%
2. Issue of Convertible Bonds/Share Warrants (if applicable)
Not applicable
g) Details of defaults, if any, including the amounts involved, duration of default, and present status, in
repayment of:
Statutory Dues: Nil
Debenture and interest thereon: Nil
Deposits and interest thereon: Nil
Loans from banks and financial institutions and interest thereon: Nil
Disclosure Document Private & Confidential – For Private Circulation Only
h) Abridged version of audited/unaudited standalone financial information (Profit & Loss statement,
Balance Sheet and Cash Flow statement) for the last three years standalone balance sheet and profit
and loss statement and auditors qualifications, if any
1. Balance Sheet
(In Rs crores)
Particulars March 31, 2020 March 31, 2019 March 31, 2018
(audited) (audited) (audited)
ASSETS
Financial assets:
Cash and cash equivalents 3,864 412 1,553
Bank balances other than (a) above 395 24 -
Loans 26,832 30,837 19,382
Investments 8,063 9,529 12,592
Other financial assets 412 805 37
Non- financial assets:
Current tax assets (net) 526 63 20
Deferred tax assets (net) - 34 298
Right-of-use assets 51
Property, Plant and Equipment 34 32 14
Intangible assets under development 28 23 17
Goodwill 10,257 10,257 10,214
Other Intangible assets 1 1 0
Asset held for sale - - 16
Other non-financial assets 324 105 13
Total Assets 50,788 52,122 44,156
LIABILITIES AND EQUITY
Liabilities
Financial liabilities:
Payables
Trade payables
(i) Total outstanding dues of micro and
small enterprises
-
- -
(ii) Total outstanding dues of creditors
other than micro and small enterprises
147
80 24
Debt securities 5,595 5,906 5,955
Disclosure Document Private & Confidential – For Private Circulation Only
Borrowings (other than debt securities)
21,669
24,410 18,742
Deposits 1,597 1,500 750
Subordinated debt liabilities 494 493 492
Other financial liabilities 112 54 63
Non- financial liabilities:
Current tax liabilities (net) 1 1 4
Provisions 188 103 21
Deferred tax liabilities (net) 523 - -
Other non- financial liabilities 10 46 15
Equity
Equity share capital 19,284 18,045 -
Other equity 1,168 1,486 18,089
Total Liabilities and Equity 50,788 52,122 44,156
2. Statement of Profit and Loss
(In Rs crores)
Particulars
For the year ended For the year ended For the year ended
31-Mar-20 31-Mar-19 31-Mar-18
Revenue from operations
Interest Income 5570 5,465 42
Rental Income 2
1 -
Fees and commission Income 21 44 -
Others 11
20
4
Total Revenue from operations 5604 5,529 46
Other Income 19 42 22
Total Income 5623 5,572 68
Expenses
Finance costs 3150 2,761 16
Fees and commission expense 178
77
0
Net loss on fair value changes 51
9 -
Impairment on financial instruments 1176 130 -
Employee benefits expense 209 196 20
Depreciation, amortization and
impairment
33
7
1
Disclosure Document Private & Confidential – For Private Circulation Only
Other expenses 224 181 28
Total Expenses 5021 3,360 65
Profit before tax 602
2,212
3
Less: Tax Expenses
Current tax 10 505 -
Deferred tax 562 265 -42
Profit for the year 30 1,443 45
3. Statement of Cash flows
(In Rs crores)
Particulars March 31, 2020 March 31, 2019 March 31, 2018
(audited) (audited) (audited)
A. Cash flow from operating activities
Profit before tax 602 2,212 3
Adjustments:
Short term capital gain on mutual fund (12) (20) (4)
Interest income from fixed deposits (71) (45) (1)
Loss on fair valuation 51 9 -
Allowance for expected credit loss on loans and
loan commitments 1176 130 (22)
Provision for lease equalisation reserve - 1 0
Write off of intangible assets under development 4
Depreciation and amortisation 33 7 1
Lease rent payment (24) - -
Finance cost on lease payment 6 - -
Loss on financial assets 5 - -
Operating cash flow before working capital
changes
1770 2,293 (22)
Decrease / (Increase) in Loans 3203 (11,571) (798)
Decrease/ (Increase) in Asset held for sale - 16 (3)
Decrease / (Increase) in Investments 1116 3,089 (254)
Decrease / (Increase) in other financials assets 399 (782) 0
Decrease / (Increase) in other Non financials assets (220) (83) 3
Decrease / (Increase) in Trade Payables 68 56 4
Increase/ (Decrease) in Provisions 4 4 2
Decrease / (Increase) in other financials liabilities 6 (10) 3
Decrease / (Increase) in other non financials
liabilities (36) 31 2
Cash used in operations 6310 (6,958) (1,064)
Less: Income taxes paid (472) (551) (2)
Disclosure Document Private & Confidential – For Private Circulation Only
Net cash used in operating activities (a) 5838 (7,509) (1,067)
B Cash flow from investing activities
Fixed assets purchased (22) (83) (10)
Investments in mutual funds (43920) (69,563) -
Redemptions from mutual funds 43932 69,610 4
Interest income from fixed deposits 66 59 1
Investment in fixed deposits (2700) (24) -
Redemption from in fixed deposits 2329 - 15
Net cash flow from investing activities (b) (315) (1) 9
C Cash flow from financing activities
Borrowings taken during the year 32828 67,298 1,773
Borrowings repaid during the year (35801) (60,929) (849)
Dividend Paid (497)
Issue of equity shares 1400 - 300
Net cash flow from financing activities (c) (2070) 6,369 1,224
Net increase in cash and cash equivalents
(a+b+c)
3453 (1,141) 166
Cash and cash equivalents as at beginning of the
year 412 1,553 1
Add: Cash and cash equivalent transferred under
Scheme of merger - - 1,386
Cash and cash equivalents as at end of the year 3865 412 1,553
Disclosure Document Private & Confidential – For Private Circulation Only
4. Contingent Liabilities
The Contingent Liabilities for the last three years are as given below.
(In Rs crores)
Description FY 2019-20 FY 2018-19 FY 2017-18
a) Dues towards income tax 80 1 1
b) Letter of Comfort issued by the
Company
1 449 1,019
i) Abridged version of Latest Audited /Limited Review Half Yearly Consolidated (wherever applicable)
and standalone financial information (like Profit & Loss statement, and Balance Sheet) and auditors
qualifications, if any. – Not Applicable
V. BRIEF PARTICULARS OF THE MANAGEMENT OF THE COMPANY:
a) Name, Address and other details of Directors on the Board as on March 31, 2020:
Name,
Designation
And DIN
Age
(in
years)
Address Directorship
since
Details of other
directorship
Occupation
Mr. Ajay G Piramal
Designation:
Chairman
DIN: 00028116
65 Piramal Tower
Ganpatrao Kadam
Marg, Lower Parel
Mumbai- 400013
28-05-2018 Refer to
Annexure IV
Industrialist
Mr. Khushru Jijina
Designation:
Managing Director
DIN: 00209953
55 Piramal Tower
Ganpatrao Kadam
Marg, Lower Parel
Mumbai- 400013
10-02-2017 Refer to
Annexure IV
Service
Dr. (Mrs.) Swati
Piramal
Designation:
Director
DIN: 00067125
64 Piramal Tower
Ganpatrao Kadam
Marg, Lower Parel
Mumbai- 400013
28-05-2018 Refer to
Annexure IV
Industrialist
Mr. Anand Piramal
Designation:
Director
DIN: 00286085
36 Piramal Tower
Ganpatrao Kadam
Marg ,Lower Parel
Mumbai- 400013
28-05-2018 Refer to
Annexure IV
Industrialist
Mr. Suhail Nathani
Designation:
Independent Director
DIN: 01089938
55 801, Prabhu Kutir 15
Altamount Rd Mumbai
400026
08-09-2017 Refer to
Annexure IV
Independent
Director
Mr. Deepak
Satwalekar
Designation:
Independent Director
DIN: 00009627
72 Flat no. 401, 4th floor,
the orchid, 12th road
plot no. 252, near
madhu park, khar
(west) mumbai 400052
28-05-2018 Refer to
Annexure IV
Independent
Director
Mr. Gautam Doshi
Designation :
Independent Director
DIN :00004612
68 C 191, Grand Paradi
August Krani Marg,
Kemps Corner,
Mumbai - 400036
29-07-2019 Refer to
Annexure IV
Independent
Director
Disclosure Document Private & Confidential – For Private Circulation Only
b) Changes in the Board of Directors of the Issuer during the last three years are as under:
Name, Designation and DIN Date of
Appointment
Date of
Resignation
Director of the
Issuer since (in
case of
resignation)
Remarks
Mr. Ajay Piramal
Director
DIN : 00028116
28-05-2018 - NA NIL
Mr. Khushru Jijina
Managing Director
DIN : 00209953
10-02-2017
(Appointed as
Managing
Director w.e.f
close of
business hours
28-02-2017)
- NA NIL
Dr. (Mrs) Swati Piramal
Director
DIN: 00067125
28-05-2018 - NA NIL
Mr. Anand Piramal
Director
DIN : 00286085
28-05-2018 - NA NIL
Mr. Deepak Satwalekar
Independent Director
DIN: 00009627
28-05-2018 - NA NIL
Mr. Harish Engineer
Independent Director
DIN : 01843009
28-05-2018 01-01-2020 25-06-2018
NIL
Mr. Shitin Desai
Director
DIN: 00009905
08-09-2017 28-05-2018 08-09-2017 NIL
Mr. Sachin Deodhar
Director
DIN : 00319687
10-02-2017 28-05-2018 10-02-2017 NIL
Mr. Suhail Nathani
Independent Director
DIN : 01089938
08-09-2017 - - NIL
Mr. Gautam Doshi
Independent Director
DIN: 00004612
29-07-2019 - - NIL
VI. DETAILS REGARDING THE AUDITORS OF THE ISSUER:
a) Details of the statutory auditors of the Issuer for financial year 2019-20 are as under:
Name Address Auditor since
B S R & Co. LLP 1st Floor, Lodha Excelus
Apollo Mills Compound
N.M Joshi Marg, Mahalaxmi
Mumbai – 400011
Since incorporation i.e. February
10, 2017
b) Change in Statutory Auditors of the Issuer since last three years
The Issuer has not changed its Auditors during the last three years
Disclosure Document Private & Confidential – For Private Circulation Only
VII. DETAILS OF OTHER BORROWINGS INCLUDING ANY OTHER ISSUE OF DEBT
SECURITIES IN THE PAST
a) Details of Secured Loan Facilities as on March 31, 2020
Lender Name Type of
Facility
Amount
Sanctione
d
(Rs in
Crs)
Amount
outstanding
(Rs in Crs)
Terms of repayment Nature of Security
Aditya Birla
Finance
Limited
Term
Loan
50.00 50.00 Repayable in 365 days from
drawdown date
First pari-passu charge
by way of hypothecation
on the standard
moveable assets
including receivables
and book debt , present
and future
Allahabad
Bank
Term
Loan
500.00 500.00 Repayable in 60 months from
drawdown date
First pari-passu charge
by way of hypothecation
on the standard
moveable assets
including receivables
and book debt , present
and future
Allahabad
Bank
Term
Loan
200.00 126.32 Repayable in nineteen
quarterly instalments
commencing after a
moratorium period of 3 months
from the date of drawdown
First pari-passu charge
by way of hypothecation
on the standard
moveable assets
including receivables
and book debt , present
and future
Andhra Bank Term
Loan
300.00 300.00 Repayment in 12 equal
quarterly instalment after
moratorium period of the 2
years from the date of
drawdown
First pari-passu charge
by way of hypothecation
on the standard
moveable assets
including receivables
and book debt , present
and future
Axis Bank Term
Loan
250.00 250.00 Line of Credit Facility for
Maximum upto 15 months
from drawdown date.
First pari-passu charge
by way of hypothecation
on the standard
moveable assets
including receivables
and book debt , present
and future
Axis Bank Term
Loan
200.00 200.00 Line of Credit Facility for
Maximum upto 15 months
from drawdown date.
First pari-passu charge
by way of hypothecation
on the standard
moveable assets
including receivables
and book debt , present
and future
Bank of
Baroda
Term
Loan
500.00 346.87 Repayment of principal to be
repaid in 47 equal monthly
instalment of Rs. 10.42 Crs
each and 48th installment of Rs.
10.50 Crs after drawdown
First pari-passu charge
by way of hypothecation
on the standard
moveable assets
including receivables
and book debt , present
and future
Bank of
Baroda
Term
Loan
500.00 357.29 Repayment of principal to be
repaid in 47 equal monthly
First pari-passu charge
by way of hypothecation
Disclosure Document Private & Confidential – For Private Circulation Only
instalment of Rs. 10.42 Crs
each and 48th installment of Rs.
10.50 Crs after drawdown
on the standard
moveable assets
including receivables
and book debt , present
and future
Bank of
Baroda
Term
Loan
150.00 94.40 Repayable in ten quarterly
instalments commencing from
21st month from the date of
drawdown
First pari-passu charge
by way of hypothecation
on the standard
moveable assets
including receivables
and book debt , present
and future
Bank of
Baroda
Term
Loan
375.00 273.49 Repayable in ten quarterly
instalments commencing from
21st month from the date of
drawdown.
First pari-passu charge
by way of hypothecation
on the standard
moveable assets
including receivables
and book debt , present
and future
Bank of
Baroda
Term
Loan
75.00 47.20 Repayable in ten quarterly
instalments commencing from
21st month from the date of
drawdown
First pari-passu charge
by way of hypothecation
on the standard
moveable assets
including receivables
and book debt , present
and future
Bank of
Baroda
Term
Loan
150.00 109.40 Repayable in ten quarterly
instalments commencing from
21st month from the date of
drawdown
First pari-passu charge
by way of hypothecation
on the standard
moveable assets
including receivables
and book debt , present
and future
Bank of
Baroda
Term
Loan
750.00 396.99 Repayable in ten equal
quarterly instalments starting
from 21st month from
drawdown date
First pari-passu charge
by way of hypothecation
on the standard
moveable assets
including receivables
and book debt , present
and future
Bank of
Baroda
Term
Loan
125.00 66.16 Repayable in ten equal
quarterly instalments
commencing from 21st month
from date of drawdown
First pari-passu charge
by way of hypothecation
on the standard
moveable assets
including receivables
and book debt , present
and future
Bank of
Baroda
Term
Loan
750.00 321.99 Repayable in ten equal
quarterly instalments
commencing from 21st month
from date of drawdown
First pari-passu charge
by way of hypothecation
on the standard
moveable assets
including receivables
and book debt , present
and future
Bank of
Baroda
(earlier - Dena
Bank )
Term
Loan
100.00 82.33 Repayable in twelve equal
monthly instalments
commencing after moratorium
of 24 months from the date of
drawdown
First pari-passu charge
by way of hypothecation
on the standard
moveable assets
including receivables
and book debt , present
and future
Disclosure Document Private & Confidential – For Private Circulation Only
Bank of
Baroda
(earlier - Dena
Bank )
Term
Loan
150.00 125.00 Repayable in twelve equal
monthly instalments
commencing after a
moratorium period of 24
months from the date of
drawdown
First pari-passu charge
by way of hypothecation
on the standard
moveable assets
including receivables
and book debt , present
and future
Bank of
Baroda
(earlier -
Vijaya Bank )
Term
Loan
100.00 94.11 Repayable in 4 years from
drawdown date
First pari-passu charge
by way of hypothecation
on the standard
moveable assets
including receivables
and book debt , present
and future
Bank of
Baroda
(earlier -
Vijaya Bank )
Term
Loan
200.00 200.00 Repayable in two years from
drawdown date
First pari-passu charge
by way of hypothecation
on the standard
moveable assets
including receivables
and book debt , present
and future
Bank of
Baroda
(earlier -
Vijaya Bank )
Term
Loan
300.00 300.00 Repayable in three years from
drawdown date
First pari-passu charge
by way of hypothecation
on the standard
moveable assets
including receivables
and book debt , present
and future
Bank of India Term
Loan
500.00 500.00 Term Loan to be repaid in 19
equal quarterly installments
starting from 1 quarter from
date of first disbursement.
First pari-passu charge
by way of hypothecation
on the standard
moveable assets
including receivables
and book debt , present
and future
Bank of India Term
Loan
500.00 374.99 Term Loan to be repaid in 12
equal quarterly installments
starting from 9 month from
date of first disbursement.
First pari-passu charge
by way of hypothecation
on the standard
moveable assets
including receivables
and book debt , present
and future
Bank Of India Term
Loan
300.00 300.00 Repayable in 18 months from
drawdown date
First pari-passu charge
by way of hypothecation
on the standard
moveable assets
including receivables
and book debt , present
and future
Bank of
Maharashtra
WCDL 200.00 200.00 Repayable in 30 days from
drawdown date
First pari-passu charge
by way of hypothecation
on the standard
moveable assets
including receivables
and book debt , present
and future
Canara Bank Term
Loan
300.00 187.50 Repayable in eight quarterly
instalments commencing after
a moratorium period of 12
months from the date of first
disbursement
First pari-passu charge
by way of hypothecation
on the standard
moveable assets
including receivables
Disclosure Document Private & Confidential – For Private Circulation Only
and book debt , present
and future
Catalyst
Trusteeship
Limited
Term
Loan
(Securitis
ation)
2,022.43 1,414.02 Repayable in 30 months from
drawdown date
Specific loan cash flows
& underlying that are
part of the PTC pool
Catholic
Syrian Bank
Term
Loan
50.00 12.50 Repayable in eight equal
quarterly instalments
commencing from 15th month
from date of drawdown
First pari-passu charge
by way of hypothecation
on the standard
moveable assets
including receivables
and book debt , present
and future
Central Bank
of India
Term
Loan
300.00 300.00 Repayable in 60 months in 9
equal half yearly installments
commencing after initial
moratorium of 6 months
First pari-passu charge
by way of hypothecation
on the standard
moveable assets
including receivables
and book debt , present
and future
Corporation
Bank
Term
Loan
250.00 166.00 Repayable in 35 months from
drawdown date
First pari-passu charge
by way of hypothecation
on the standard
moveable assets
including receivables
and book debt , present
and future
Deutsche
Bank
WCDL 200.00 200.00 Bullet repayment First pari-passu charge
by way of hypothecation
on the standard
moveable assets
including receivables
and book debt , present
and future
Dhanlaxmi
Bank
Term
Loan
50.00 50.00 Repayable in 60 months from
drawdown date
First pari-passu charge
by way of hypothecation
on the standard
moveable assets
including receivables
and book debt , present
and future
HDFC Bank WCDL 65.00 38.97 Bullet repayment First pari-passu charge
by way of hypothecation
on the standard
moveable assets
including receivables
and book debt , present
and future
HDFC Bank Term
Loan
100.00 62.50 Repayment in equal half yearly
instalments
First pari-passu charge
by way of hypothecation
on the standard
moveable assets
including receivables
and book debt , present
and future
HDFC Bank Term
Loan
100.00 50.00 Repayable in half yearly
instalments Commencing from
one year from date of
drawdown
First pari-passu charge
by way of hypothecation
on the standard
moveable assets
including receivables
and book debt , present
and future
Disclosure Document Private & Confidential – For Private Circulation Only
HDFC Bank Term
Loan
150.00 25.00 Repayable in ten equal half
yearly instalments with
moratorium period of one year
from drawdown date
First pari-passu charge
by way of hypothecation
on the standard
moveable assets
including receivables
and book debt , present
and future
HDFC Bank Term
Loan
50.00 25.00 Repayable in half yearly
instalments Commencing from
one year from date of
drawdown
First pari-passu charge
by way of hypothecation
on the standard
moveable assets
including receivables
and book debt , present
and future
HDFC Ltd WCDL 1,200.00 1,200.00 Repayable in 60 days from
drawdown date
First pari-passu charge
by way of hypothecation
on the standard
moveable assets
including receivables
and book debt , present
and future
Indian Bank Term
Loan
500.00 375.00 Repayable in sixteen equal
quarterly instalments
commencing from 13th month
of drawdown date
First pari-passu charge
by way of hypothecation
on the standard
moveable assets
including receivables
and book debt , present
and future
Indian Bank Term
Loan
500.00 312.50 Repayable in sixteen quarterly
instalments with a holiday
period of 1 year from the
drawdown date.
First pari-passu charge
by way of hypothecation
on the standard
moveable assets
including receivables
and book debt , present
and future
Indian
Overseas
Bank
Term
Loan
200.00 200.00 Repayable in twenty equal
quarterly instalments after the
moratorium period of 24
months from the drawdown
date
First pari-passu charge
by way of hypothecation
on the standard
moveable assets
including receivables
and book debt , present
and future
Indian
Overseas
Bank
Term
Loan
200.00 83.31 Repayable in twelve equal
monthly instalments after the
moratorium period of 24
months from the drawdown
date
First pari-passu charge
by way of hypothecation
on the standard
moveable assets
including receivables
and book debt , present
and future
Indusind Bank Term
Loan
115.00 115.00 Repayable in 18 months from
drawdown date
First pari-passu charge
by way of hypothecation
on the standard
moveable assets
including receivables
and book debt , present
and future
Indusind Bank Term
Loan
159.00 159.00 Repayable in 18 months from
drawdown date
First pari-passu charge
by way of hypothecation
on the standard
moveable assets
including receivables
Disclosure Document Private & Confidential – For Private Circulation Only
and book debt , present
and future
Indusind Bank Term
Loan
230.00 230.00 Repayable in 18 months from
drawdown date
First pari-passu charge
by way of hypothecation
on the standard
moveable assets
including receivables
and book debt , present
and future
Indusind Bank Term
Loan
24.00 24.00 Repayable in 24 months from
drawdown date
First pari-passu charge
by way of hypothecation
on the standard
moveable assets
including receivables
and book debt , present
and future
Indusind Bank Term
Loan
250.00 250.00 Repayable in 24 months from
drawdown date
First pari-passu charge
by way of hypothecation
on the standard
moveable assets
including receivables
and book debt , present
and future
Indusind Bank Term
Loan
735.00 675.00 Repayable in 84 months from
drawdown date
First pari-passu charge
by way of hypothecation
on the standard
moveable assets
including receivables
and book debt , present
and future
Indusind Bank Term
Loan
175.00 175.00 Repayable in 18 months from
drawdown date
First pari-passu charge
by way of hypothecation
on the standard
moveable assets
including receivables
and book debt , present
and future
Indusind Bank Term
Loan
230.00 230.00 Repayable in 24 months from
drawdown date
First pari-passu charge
by way of hypothecation
on the standard
moveable assets
including receivables
and book debt , present
and future
International
Financial
Corporation
ECB 261.32 261.32 Repayable in 60 months from
drawdown date
First pari-passu charge
by way of hypothecation
on the standard
moveable assets
including receivables
and book debt , present
and future
International
Financial
Corporation
ECB 261.32 261.32 Repayable in 48 months from
drawdown date
First pari-passu charge
by way of hypothecation
on the standard
moveable assets
including receivables
and book debt , present
and future
Jammu and
Kashmir
Term
Loan
150.00 112.50 Repayable in eight half yearly
instalments commencing after
initial moratorium period of 12
months
First pari-passu charge
by way of hypothecation
on the standard
moveable assets
Disclosure Document Private & Confidential – For Private Circulation Only
including receivables
and book debt , present
and future
Jammu and
Kashmir
Term
Loan
50.00 37.50 Repayable in eight half yearly
instalments commencing after
initial moratorium period of 12
months
First pari-passu charge
by way of hypothecation
on the standard
moveable assets
including receivables
and book debt , present
and future
Karnataka
Bank
Term
Loan
100.00 83.33 Repayable in twelve equal
quarterly instalments
commencing from 25 months
from date of drawdown
First pari-passu charge
by way of hypothecation
on the standard
moveable assets
including receivables
and book debt , present
and future
Karnataka
Bank
Term
Loan
250.00 125.00 Repayable in twelve monthly
instalments, first 11 of 20.83
crore each and the 12th
instalment of 20.87 crore post
holiday period of 24 months
from drawdown date
First pari-passu charge
by way of hypothecation
on the standard
moveable assets
including receivables
and book debt , present
and future
IDBI
Trusteeship
Services
Limited
Term
Loan
(Securitis
ation)
274.01 184.15 Repayable in 194 months from
drawdown date
Specific loan cash flows
& underlying that are
part of the PTC pool.
Catalyst
Trusteeship
Limited
Term
Loan
(Securitis
ation)
799.40 577.10 Repayable in 240 months from
drawdown date
Specific loan cash flows
& underlying that are
part of the PTC pool
Oriental Bank Term
Loan
200.00 200.00 Repayable in 6 equal semi
annual instalment after 12
months from drawdown date
First pari-passu charge
by way of hypothecation
on the standard
moveable assets
including receivables
and book debt , present
and future
Oriental Bank Term
Loan
300.00 250.00 Repayable in 6 equal semi
annual instalment after 12
months from drawdown date
First pari-passu charge
by way of hypothecation
on the standard
moveable assets
including receivables
and book debt , present
and future
Punjab and
Sindh Bank
Term
Loan
200.00 162.50 Repayment of principle to be
repaid in 16 quarterly
instalment after moratorium
period of 3 months from the
date of 1st drawdown
First pari-passu charge
by way of hypothecation
on the standard
moveable assets
including receivables
and book debt , present
and future
South Indian
Bank
Term
Loan
250.00 187.50 Repayable in twelve equal
quarterly instalments
commencing from 27 month of
drawdown date
First pari-passu charge
by way of hypothecation
on the standard
moveable assets
including receivables
and book debt , present
and future
Disclosure Document Private & Confidential – For Private Circulation Only
Standard
Chartered
Bank
STL 1,600.00 1,600.00 Bullet Repayment First pari-passu charge
by way of hypothecation
on the standard
moveable assets
including receivables
and book debt , present
and future
State Bank of
India
Term
Loan
476.95 334.75 Repayable in 362 months from
drawdown date
Specific loan cash flows
& underlying that are
part of the Assignment
pool
State Bank of
India
Term
Loan
2,000.00 1,666.67 Repayment of principle to be
repaid in 18 quarterly
instalment after moratorium
period of 6 months from the
date of 1st drawdown
First pari-passu charge
by way of hypothecation
on the standard
moveable assets
including receivables
and book debt , present
and future
State Bank of
India
Term
Loan
1,250.00 750.00 Repayable in twelve quarterly
instalments commencing from
25th month from date of
drawdown
First pari-passu charge
by way of hypothecation
on the standard
moveable assets
including receivables
and book debt , present
and future
State Bank of
India
Term
Loan
250.00 250.00 Repayable in twelve quarterly
instalments commencing from
25th month of date of
drawdown
First pari-passu charge
by way of hypothecation
on the standard
moveable assets
including receivables
and book debt , present
and future
Syndicate
Bank
WCDL 350.00 350.00 Bullet repayment First pari-passu charge
by way of hypothecation
on the standard
moveable assets
including receivables
and book debt , present
and future
Syndicate
Bank
Term
Loan
200.00 100.00 Repayable in six equal
quarterly instalments
commencing from 21 month
First pari-passu charge
by way of hypothecation
on the standard
moveable assets
including receivables
and book debt , present
and future
UCO Bank WCDL 50.00 50.00 Bullet repayment First pari-passu charge
by way of hypothecation
on the standard
moveable assets
including receivables
and book debt , present
and future
UCO Bank Term
Loan
50.00 50.00 Repayable in twelve equal
monthly instalments
commencing post moratorium
period of 2 years from the
drawdown date
First pari-passu charge
by way of hypothecation
on the standard
moveable assets
including receivables
and book debt , present
and future
Union Bank of
India
Term
Loan
100.00 100.00 Repayable in three years from
drawdown date
First pari-passu charge
by way of hypothecation
Disclosure Document Private & Confidential – For Private Circulation Only
on the standard
moveable assets
including receivables
and book debt , present
and future
Union Bank of
India
Term
Loan
200.00 200.00 Repayable in three years from
drawdown date
First pari-passu charge
by way of hypothecation
on the standard
moveable assets
including receivables
and book debt , present
and future
Union Bank of
India
Term
Loan
500.00 500.00 Repayable in three years from
drawdown date
First pari-passu charge
by way of hypothecation
on the standard
moveable assets
including receivables
and book debt , present
and future
Union Bank of
India
Term
Loan
500.00 500.00 Repayable in 24 quarterly
installments after moratorium
period of after 4 quarters
First pari-passu charge
by way of hypothecation
on the standard
moveable assets
including receivables
and book debt , present
and future
United Bank
of India
Term
Loan
100.00 100.00 Repayable in eight equal
quarterly instalments
commencing after a
moratorium of 2 years from
the date of drawdown
First pari-passu charge
by way of hypothecation
on the standard
moveable assets
including receivables
and book debt , present
and future
United Bank
of India
Term
Loan
200.00 125.00 Repayable in eight equal
quarterly instalments
commencing after a
moratorium of 2 years from
the date of drawdown
First pari-passu charge
by way of hypothecation
on the standard
moveable assets
including receivables
and book debt , present
and future
United Bank
of India
Term
Loan
400.00 400.00 Term Loan repayment in 16
equal quarterly installments
commencing from 12 month.
First pari-passu charge
by way of hypothecation
on the standard
moveable assets
including receivables
and book debt , present
and future
Grand Total 25,103.43 20,095.48
b) Details of Unsecured Loan Facilities as on March 31, 2020 –
Lender Name
Type of
Facility
Amount
Sanctione
d
(Rs in
Crs)
Amount
outstanding
(Rs in Crs)
Terms of repayment
Piramal
Enterprises
Limited
ICD 1,600.00 1,600.00 Repayable in Eighteen months
from drawdown date
Disclosure Document Private & Confidential – For Private Circulation Only
c) Details of non-convertible debentures as on March 31, 2020
Debentu
re Series
Tenor /
Period
of
Maturi
ty
Coupo
n
Amount
(Rs in
Crs)
Date of
Allotment
Final
Maturity
Date
/Schedule
Credi
t
Ratin
g
Secured/
unsecure
d
Security
INE641
O08035
3652
days
9.55% 500.00 08-Mar-17 08-Mar-27 AA
by
ICRA
and
AA
by
CAR
E
Unsecure
d
N.A.
INE641
O07037
2555
days
8.95% 5.00 10-Mar-17 08-Mar-24 AA
by
ICRA
Secured First pari-passu
charge by
hypothecation
over the movable
assets and a first
ranking pari passu
mortgage over
Specifically
Mortgaged
Property
INE641
O07052
1152
days
8.85% 200.00 30-Mar-17 25-May-20 AA
by
ICRA
Secured First pari-passu
charge by
hypothecation
over the movable
assets and a first
ranking pari passu
mortgage over
Specifically
Mortgaged
Property
INE641
O07060
1154
days
8.85% 440.00 06-Apr-17 03-Jun-20 AA
by
ICRA
Secured First pari-passu
charge by
hypothecation
over the movable
assets and a first
ranking pari passu
mortgage over
Specifically
Mortgaged
Property
INE641
O07086
2556
days
8.75% 25.00 04-May-17 03-May-24 AA
by
ICRA
Secured First pari-passu
charge by
hypothecation
over the movable
assets and a first
ranking pari passu
mortgage over
Specifically
Mortgaged
Property
INE641
O07110
1096
days
8.35% 95.00 14-Jul-17 14-Jul-20 AA
by
ICRA
Secured First pari-passu
charge by
hypothecation
over the movable
Disclosure Document Private & Confidential – For Private Circulation Only
assets and a first
ranking pari passu
mortgage over
Specifically
Mortgaged
Property
INE641
O07128
1096
days
8.35% 125.00 04-Aug-17 04-Aug-20 AA
by
ICRA
Secured First pari-passu
charge by
hypothecation
over the movable
assets and a first
ranking pari passu
mortgage over
Specifically
Mortgaged
Property
INE641
O07144
2921
days
7.96% 167.00 20-Sep-17 19-Sep-25 AA
by
ICRA
Secured First pari-passu
charge by
hypothecation
over the movable
assets and a first
ranking pari passu
mortgage over
Specifically
Mortgaged
Property
INE641
O07144
3285
days
7.96% 167.00 20-Sep-17 18-Sep-26 AA
by
ICRA
Secured First pari-passu
charge by
hypothecation
over the movable
assets and a first
ranking pari passu
mortgage over
Specifically
Mortgaged
Property
INE641
O07144
3652
days
7.96% 166.00 20-Sep-17 20-Sep-27 AA
by
ICRA
Secured First pari-passu
charge by
hypothecation
over the movable
assets and a first
ranking pari passu
mortgage over
Specifically
Mortgaged
Property
INE641
O07151
1096
days
8.07% 500.00 25-Sep-17 25-Sep-20 AA
by
ICRA
Secured First pari-passu
charge by
hypothecation
over the movable
assets and a first
ranking pari passu
mortgage over
Specifically
Mortgaged
Property
INE641
O07169
1096
days
8.10% 125.00 29-Sep-17 29-Sep-20 AA
by
ICRA
and
AA
by
Secured First pari-passu
charge by
hypothecation
over the movable
assets and a first
ranking pari passu
Disclosure Document Private & Confidential – For Private Circulation Only
CAR
E
mortgage over
Specifically
Mortgaged
Property
INE641
O07177
1094
days
7.96% 115.00 08-Nov-17 06-Nov-20 AA
by
ICRA
and
AA
by
CAR
E
Secured First pari-passu
charge by
hypothecation
over the movable
assets and a first
ranking pari passu
mortgage over
Specifically
Mortgaged
Property
INE641
O07185
2555
days
9.25% 35.00 05-Oct-18 03-Oct-25 AA+
by
CAR
E
Secured First pari-passu
charge by
hypothecation
over the movable
assets and a first
ranking pari passu
mortgage over
Specifically
Mortgaged
Property
INE641
O07193
1826
days
9.75% 25.00 02-Nov-18 02-Nov-23 AA+
by
CAR
E
Secured First pari-passu
charge by
hypothecation
over the movable
assets and a first
ranking pari passu
mortgage over
Specifically
Mortgaged
Property
INE516
Y07014
2921
days
9.27% 167.00 19-Dec-18 18-Dec-26 AA+
by
CAR
E
Secured First pari-passu
charge by
hypothecation
over the movable
assets and a first
ranking pari passu
mortgage over
Specifically
Mortgaged
Property
INE516
Y07014
3285
days
9.27% 167.00 19-Dec-18 17-Dec-27 AA+
by
CAR
E
Secured First pari-passu
charge by
hypothecation
over the movable
assets and a first
ranking pari passu
mortgage over
Specifically
Mortgaged
Property
INE516
Y07014
3653
days
9.27% 166.00 19-Dec-18 19-Dec-28 AA+
by
CAR
E
Secured First pari-passu
charge by
hypothecation
over the movable
assets and a first
ranking pari passu
mortgage over
Specifically
Disclosure Document Private & Confidential – For Private Circulation Only
Mortgaged
Property
INE516
Y07105
1186
days
9.50% 650.00 15-Jan-19 15-Apr-22 AA+
by
CAR
E
Secured First pari-passu
charge by
hypothecation
over the movable
assets and a first
ranking pari passu
mortgage over
Specifically
Mortgaged
Property
INE516
Y07089
1186
days
9.50% 50.00 21-Jan-19 21-Apr-22 AA+
by
CAR
E
Secured First pari-passu
charge by
hypothecation
over the movable
assets and a first
ranking pari passu
mortgage over
Specifically
Mortgaged
Property
INE516
Y07063
2922
days
9.51% 500.00 11-Mar-19 11-Mar-27 AA+
by
CAR
E
Secured First pari-passu
charge by
hypothecation
over the movable
assets and a first
ranking pari passu
mortgage over
Specifically
Mortgaged
Property
INE516
Y07063
3287
days
9.51% 500.00 11-Mar-19 10-Mar-28 AA+
by
CAR
E
Secured First pari-passu
charge by
hypothecation
over the movable
assets and a first
ranking pari passu
mortgage over
Specifically
Mortgaged
Property
INE516
Y07063
3651
days
9.51% 500.00 11-Mar-19 09-Mar-29 AA+
by
CAR
E
Secured First pari-passu
charge by
hypothecation
over the movable
assets and a first
ranking pari passu
mortgage over
Specifically
Mortgaged
Property
INE516
Y07113
1608
days
10.00% 90.00 14-Jun-19 08-Nov-23 AA+
by
CAR
E
Secured First pari-passu
charge by
hypothecation
over the movable
assets and a first
ranking pari passu
mortgage over
Specifically
Mortgaged
Property
Disclosure Document Private & Confidential – For Private Circulation Only
INE516
Y07113
1974
days
10.00% 90.00 14-Jun-19 08-Nov-24 AA+
by
CAR
E
Secured First pari-passu
charge by
hypothecation
over the movable
assets and a first
ranking pari passu
mortgage over
Specifically
Mortgaged
Property
INE516
Y07121
1096
days
9.50% 150.00 16-Sep-19 16-Sep-22 Secured First pari-passu
charge by
hypothecation
over the movable
assets and a first
ranking pari passu
mortgage over
Specifically
Mortgaged
Property
INE516
Y07121
1096
days
9.50% 150.00 16-Sep-19 16-Sep-22 Secured First pari-passu
charge by
hypothecation
over the movable
assets and a first
ranking pari passu
mortgage over
Specifically
Mortgaged
Property
Grand
Total
5,870.00
d) Ten largest Debenture holders of the Issuer as on March 31, 2020
SR.
NO.
NAME OF DEBENTURE HOLDER ADDRESS AMOUNT
(IN RS. CRORE)
1 LIFE INSURANCE CORPORATION OF
INDIA
LIC, INVESTMENT
DEPARTMENT, 6th FLOOR,
WEST WING, CENTRAL
OFFICE, YOGAKSHEMA,
JEEVAN BIMA MARG,
MUMBAI – 400021
1,500
2 LIFE INSURANCE CORPORATION OF
INDIA
LIC, INVESTMENT
DEPARTMENT, 6th FLOOR,
WEST WING, CENTRAL
OFFICE, YOGAKSHEMA,
JEEVAN BIMA MARG,
MUMBAI – 400021
500
3 LIFE INSURANCE CORPORATION OF
INDIA
LIC, INVESTMENT
DEPARTMENT, 6th FLOOR,
WEST WING, CENTRAL
OFFICE, YOGAKSHEMA,
JEEVAN BIMA MARG,
MUMBAI – 400021
500
4 STATE BANK OF INDIA
SBI SG GLOBAL SECU.
SERV. P. L., JEEVAN SEVA
EXTENSION BLDG.GR.
FLOOR, S.V. ROAD,
SANTACRUZ W, MUMBAI
– 400054
500
Disclosure Document Private & Confidential – For Private Circulation Only
5 INDIA LONG TERM DEBT FUND
STANDARD CHARTERED
BANK, CRESCENZO,
SECURITIES SERVICES,
3RD FLOOR , C-38/39 G-
BLOCK, BKC BANDRA
(EAST) , MUMBAI - 400051
440
6 FRANKLIN INDIA SHORT TERM
INCOME PLAN
CITIBANK N.A., CUSTODY
SERVICES FIFC-11TH FLR,
G BLOCKPLOT C-54 AND
C-55, BKC, BANDRA-
EAST, MUMBAI – 400051
385
7 FRANKLIN INDIA INCOME
OPPORTUNITIES FUND
CITIBANK N.A., CUSTODY
SERVICES FIFC-11TH FLR,
G BLOCKPLOT C-54 AND
C-55, BKC, BANDRA-
EAST, MUMBAI – 400051
280
8 INDIA LONG TERM DEBT FUND
STANDARD CHARTERED
BANK, CRESCENZO,
SECURITIES SERVICES,
3RD FLOOR , C-38/39 G-
BLOCK, BKC BANDRA
(EAST) , MUMBAI - 400051
200
9 INTERNATIONAL FINANCE
CORPORATION
INTERNATIONAL
FINANCE CORPORATION,
6th FLOOR, WORLDMARK
-3, AEROCITY,
NEAR IGI AIRPORT,
NEW DELHI - 110037
180
10 FRANKLIN INDIA CREDIT RISK
FUND
CITIBANK N.A., CUSTODY
SERVICES FIFC-11TH FLR,
G BLOCKPLOT C-54 AND
C-55, BKC, BANDRA-
EAST, MUMBAI – 400051
170
e) Amount of corporate guarantees provided (as on March 31, 2019) by the Issuer along with name of the
counterparty (like name of the subsidiary, JV entity, group company, etc) on behalf of whom it has been
issued (if applicable)
Nil
f) Details of Commercial Paper as on March 31, 2020:
Amt (Rs. In Crores) Maturity Date
Nil
Disclosure Document Private & Confidential – For Private Circulation Only
g) Details of rest of the borrowing (if any including hybrid debt like FCCB, Optionally Convertible
Debentures/Preference Shares) as on March 31, 2020
Party
Name (in
case of
the
Facility)/
Instrumen
t Name
Type of
Facility/Instrume
nt
Amount
Sanctioned/Issu
es
Principal
Amount
outstandin
g
Repayment
Date/Schedul
e
Credit
Ratin
g
Secured/Unsecur
ed
Securit
y
Not Applicable
h) Details of all default/s and/or delay in payments of interest and principal of any kind of term loans, debt
securities and other financial indebtedness including corporate guarantee issued by the Issuer, in the
past 5 years.
The Company has not committed any all default/s and/or delay in payments of interest and principal of any
kind of term loans, debt securities and other financial indebtedness including corporate guarantee by the
Company in the past 5 years.
i) Servicing behavior on existing debt securities, payment of due interest on due dates on term loans and
debt securities
Regular
j) Details of any outstanding borrowings taken/debt securities issued where taken/issued (i) for
consideration other than cash, whether in whole or part, (ii) at a premium or discount, or (iii) in
pursuance of an option;
Nil
Disclosure Document Private & Confidential – For Private Circulation Only
VIII. DETAILS OF PROMOTERS OF THE ISSUER
a) Details of Promoter Holding in the Issuer as on March 31, 2020
Sr.
No.
Name of the
shareholders
Total no. of Equity
Shares
No. of shares in demat
form
Total
shareholding
as % of total
no. of equity
shares
No of
Shares
Pledged
% of
shares
pledged
with
respect
to shares
owned.
1 Piramal
Enterprises
Limited (PEL)
19,28,37,13,565
19,28,37,13,565
100% NIL NA
2 Mr. Ajay G
Piramal (as a
nominee of PEL)
4347 - Negligible NIL NA
3 Dr. (Mrs.) Swati
A Piramal (as a
nominee of PEL)
97 - Negligible NIL NA
4 Ms. Nandini A
Piramal (as a
nominee of PEL)
97 - Negligible NIL NA
5 Mr. Vijay K
Shah (as a
nominee of PEL)
97 - Negligible NIL NA
6 Mr. Rajesh R
Laddha(as a
nominee of PEL)
97 - Negligible NIL NA
7 Mr. Leonard J
D’Souza (as a
nominee of PEL)
97 - Negligible NIL NA
Total 19,28,37,18,397
19,28,37,13,565
- NIL NA
Disclosure Document Private & Confidential – For Private Circulation Only
IX. NAME OF DEBENTURE TRUSTEE AND CONSENT THEREOF
The Issuer has appointed IDBI Trusteeship Services Limited to act as Debenture Trustees for and on behalf of the
Debenture Holders. The address and contact details of the Trustees are as under:
IDBI Trusteeship Services Limited
Asian Building, Ground Floor
17, R Kamani Marg
Ballard Estate, Mumbai 400001
Tel: +91 22 4080 7005
Fax: +91 22 6631 1776
Email: [email protected]
IDBI Trusteeship Services Limited has given its written consent for its appointment as Debenture Trustee to the Issue
under Regulation 4 (4) of the SEBI Regulations, and for inclusion of its name in the form and context in which it
appears in this DD and in all the subsequent periodical communications sent to the Debenture Holders.
A copy of the letter from Debenture Trustee conveying their consent to act as Trustees for the Debenture Holders is
enclosed in Annexure II.
X. RATING AND RATING RATIONALE ADOPTED BY RATING AGENCIES
CARE Ratings Ltd has assigned a rating of “AA” (Pronounced as Double A) to these Debentures. The rating letter is
enclosed herewith.
The rating is not a recommendation to buy, sell or hold securities and Debenture Holders should take their own
decision. The rating may be subject to revision or withdrawal at any time by the assigning rating agency and each
rating should be evaluated independently of any other rating. The rating obtained is subject to revision at any point of
time in the future. The rating agencies have a right to suspend, withdraw the rating at any time on the basis of new
information etc.
XI. GUARANTEE/LETTER OF COMFORT
If the security is backed by a guarantee or letter of comfort or any other document / letter with similar intent,
a copy of the same shall be disclosed. In case such document does not contain detailed payment structure
(procedure of invocation of guarantee and receipt of payment by the investor along with timelines), the same
shall be disclosed in the offer document.
Not applicable as there is no guarantee or letter of comfort being provided with the Debentures.
XII. LISTING OF DEBENTURES
The Debentures are proposed to be listed on the WDM of the NSE / BSE, being the designated Stock Exchange.
National Stock Exchange of India Limited
Exchange Plaza, C-1, Block G,
Bandra Kurla Complex,
Bandra (E)
Mumbai – 400 051
Tel No: (022) 26598100 - 8114
Fax No: (022) 26598120
BSE Limited
1st Floor, New Trading Ring,
Rotunda Building, P.J. Towers,
Dalal Street, Fort,
Mumbai- 400 001.
Disclosure Document Private & Confidential – For Private Circulation Only
XIII. SUMMARY TERM SHEET
Private Placement of Rs. 325 Crores (Rs. Three Hundred Twenty Five Crores) with an option to retain
oversubscription of Rs. 175 Crores (Secured, Rated, Listed, Redeemable, Non-Convertible Debentures
(“Debentures” or “NCDs”) of the face value of Rs. 10,00,000/- (Rupees Ten Lakh only) each for cash such that the
total value shall not be exceeding of Rs 500 Crores (Rupees Five Hundred Crores only):
Sr.
No. Subject Particulars
1. Security Name 8.75% Piramal Capital & Housing Finance Limited
2. Issuer/Company Piramal Capital & Housing Finance Limited
3. Type of Instrument Secured, Rated, Listed, Redeemable Non-Convertible Debentures
4. Nature of Instrument Secured
5. Seniority Senior, on pari passu basis with current and future secured security holders
6. Mode of Issue Private placement
7. Issue Size The aggregate size of the Issue is Rs. 325 Crores (Rupees Three Hundred
Twenty Five Crores only) with an option to retain oversubscription of Rs. 175
Crores such that the total issue does not exceed Rs. 500 Crores. This Issue
forms part of the Entire Issuance.
8. Option to retain
oversubscription
(Amount)
Option to retain oversubscription of Rs 175 crores aggregating the total issue
to Rs 500 crores.
9. Issue Price At par i.e. Rs. 10,00,000/- (Rs. Ten Lakh only) per Debenture
The aggregate size of the Issue is Rs. 500 crores (Rupees Five Hundred Crores
only)
10. Face Value Rs. 10,00,000/- (Rs. Ten Lakh only) per Debenture
11. Minimum Application
and multiples of debt
securities thereafter
10 Debentures and in multiples of 1 Debenture thereafter
12. Coupon 8.75% p.a.
13. Coupon Type Fixed
14. Coupon Payment
Frequency
Annually and at maturity
15. Coupon payment dates 30 June 2021
30 June 2022
31 May 2023
16. Day Count Basis Actual/ Actual
17. Subscription Date 30 June 2020
18. Issue Timing
Tranche Opening Date: 29 June 2020
Tranche Closing Date: 29 June 2020
Pay-in Date: 30 June 2020
Deemed Date of Allotment: 30 June 2020
19. Redemption Date 31 May 2023
20. Tenor 35 Months from the date of the allotment
21. Redemption Amount At par i.e. Rs. 10,00,000/- (Rs. Ten Lakh only) per Debenture
22. Listing The NCDs are proposed to be listed on WDM segment of BSE / NSE
23. Market Lot One Debenture
24. Listing (including name
of Stock Exchange(s)
where it will be listed and
timeline for listing)
The NCD’s are proposed to be listed on the Wholesale Debt Market Segment
of BSE / NSE Limited
The Company shall forward the listing application to the BSE / NSE along
with the applicable disclosures within 20 (Twenty) days from the deemed date
of allotment.
Disclosure Document Private & Confidential – For Private Circulation Only
In case of delay in listing of the Debentures beyond 20 days from the Deemed
Date of Allotment, the Company will pay penal interest of 1% p.a. over the
Coupon Rate from the expiry of 30 days from the Deemed Date of Allotment
till the listing of such Debentures to the Debenture Holder.(i.e Penalty shall
be levied from the deemed due date of listing)
25. Issuance mode of
Debentures
Demat only
26. Depository NSDL / CDSL
27. Business Day A day which is not a 2nd or 4th Saturday, Sunday or a public holiday for the
purposes of Section 25 of the Negotiable Instruments Act, 1881(26 of 1881)
on which banks are open for general banking business in the places as
mentioned in Schedule I hereto and “Business Days” is to be construed
accordingly.
28. Business Day Convention Should any of the Due Date(s), for payment of Interest or principal as defined
above, fall on day other than a Business Day, the next immediately succeeding
day shall be considered as the effective date for the purpose of
Coupon/Interest payment and the immediate previous Business Day shall be
considered as the effective date for the purpose of payment of redemption
proceeds/ last Coupon payment.
29. Record Date 15 (Fifteen) days prior to any Due Date.
In the event the Record Date falls on a day which is not a Business Day, the
next Business Day will be considered as the Record Date.
30. Put & Call Option Not Applicable
31. Put & Call Option Date Not Applicable
32. Credit Rating CARE has assigned a “AA” (Pronounced as Double A) to the long term non-
convertible Debenture issue Programme of the Company.
33. Objects of the Issue The funds raised by the Issue, after meeting the costs and expenses in respect
of the Issue, shall be utilized by the Issuer solely for the following
("Purpose"):
(a) financing activities and business operations of the Issuer (including
on-ward lending);
(b) re-payment of the existing Financial Indebtedness of the Issuer; and
(c) general corporate purposes of the Issuer.
The Issuer shall not use the proceeds of the Issue towards (i) any capital
market instrument such as equity, debt, debt linked and equity linked
instruments or any other capital market related activities; (ii) any speculative
purposes; (iii) investment in the real estate sector; or (iv) in contravention of
Applicable Law (including without limitation, any guidelines, rules or
regulations of the Supervisory Authorities).
The Main Objects clause of the Memorandum of Association of the Company
permits the Company to undertake the activities for which the funds are being
raised through the present Issue and also the activities which the Company
has been carrying on till date.
34.
Details of the utilization
of the proceeds
The funds raised by the Issue, after meeting the costs and expenses in
respect of the Issue, shall be utilized by the Issuer solely for the Purpose:
(a) financing activities and business operations of the Issuer (including
on-ward lending);
(b) re-payment of the existing Financial Indebtedness of the Issuer; and
(c) general corporate purposes of the Issuer.
Disclosure Document Private & Confidential – For Private Circulation Only
The Issuer shall not use the proceeds of the Issue towards (i) any capital
market instrument such as equity, debt, debt linked and equity linked
instruments or any other capital market related activities; (ii) any speculative
purposes; (iii) investment in the real estate sector; or (iv) in contravention of
Applicable Law (including without limitation, any guidelines, rules or
regulations of the Supervisory Authorities).
The proceeds would be utilized for meeting the Object of the Issue.
35. Security The NCDs being issued shall be secured through a first pari passu charge by
hypothecation over the movable assets of the Company and a first ranking
pari passu mortgage over specifically mortgaged premises or such other
property as may be identified by the Company.
The Company shall maintain security cover of at least 1.1 times of the entire
redemption amount throughout the tenure of the NCDs.
The Issuer shall create the charge over the Hypothecated Assets and perfect
such security by filing Form CHG-9 with the ROC and by ensuring and
procuring that the Debenture Trustee files Form I with CERSAI in respect
thereof within 90 (Ninety) calendar days from date of execution of the Deed
of Hypothecation or within such other extended time as permissible by the
Ministry of Corporate Affairs.
Any other perfection requirement may be completed within 90 (ninety) days
from the Deemed Date of Allotment.
The Issuer shall execute Debenture Trust Deed and Deed of Hypothecation
and perfect the charge created by the Debenture Trust Deed and Deed of
Hypothecation by filing requisite forms with the Registrar of Companies
(“ROC”) within 90 days from the Issue Closure Date. If the Issuer fails to
execute the Debenture Trust Deed & Deed of Hypothecation within the
timelines stipulated in the Transaction Documents, then the Issuer shall, at the
option of the Debenture Holders, either (i) return the subscription amount with
the agreed rate of interest or (ii) pay additional interest at the rate of 2% (two
percent) per annum above the applicable Coupon Rate on all amounts
outstanding under the NCDs (including the outstanding principal amounts and
any accrued interest) from the Deemed Date of Allotment until such time the
deed is executed and the conditions prescribed by Debenture Holders (if any)
have been complied with.
The Umbrella Security is already created and perfected in favour of Debenture
Trustee
36.
Eligibility criteria for
book debt /loan
receivable
Eligibility criteria for the hypothecated book debt/loan receivables:
(a) each loan comprising the Hypothecated Assets must be existing at
the time of selection, and must not have been terminated or prepaid.
(b) no loan comprising the Hypothecated Assets should have been
classified as ‘non-performing asset’ (determined in accordance with
the criteria prescribed by the relevant Supervisory Authority); and
(c) each loan comprising the Hypothecated Assets must have been
originated while complying with all the applicable "know your
customer" requirements prescribed by the Supervisory Authorities.
37.
Step Up/Step Down
Coupon Rate
In the event that the rating of the Issuer is downgraded by two notches to A+
from its current rating, then the applicable coupon shall be increased by 25
basis points. If the rating gets downgraded further below A+ then for every
notch downgrade the coupon shall be increased by 25 basis points.
The bank shall have a right of early redemption incase the ratings falls below
A.
Disclosure Document Private & Confidential – For Private Circulation Only
[In the event that the rating of the Issuer is restored to the rating prior to the
downgrade event, the applicable coupon rate shall be reduced by 0.25%.]
38.
Additional Covenants
If the rating of the company goes below “A” then the debenture
holder shall have right for accelerated redemption and it shall lead
to full redemption of the debentures.
In the event that the rating of the Issuer is downgraded by two
notches to A+ from its current rating, then the applicable coupon
shall be increased by 25 basis points. If the rating gets downgraded
further below A+ then for every notch downgrade the coupon shall
be increased by 25 basis points. For entire tenor of NCDs, minimum
coupon shall remain at the existing Level of 8.75%.
The Company should maintain CRAR above the regulatory required
CRAR as per RBI guidelines.
If the debentures get delisted during the tenor of the NCD, issuer
will bear all expenses for listing it again within 30 days from date of
delisting
Issuer to not be in contravention with any guidelines by Reserve
Bank of India/National Housing Bank applicable to Housing
Finance companies
39.
Affirmative Covenants
The Issuer agrees to:
Utilize the proceeds of this issue in accordance with applicable laws
and regulations for HFC by RBI
Comply with corporate governance fair practice code prescribed by
the RBI for HFC
Notify of any potential event of default or event of default to the
Bondholders under this Issuance
Comply with any monitoring and or servicing request from
debenture holders
40.
Negative Covenants
The Issuer shall not take any action in relation to the following
items/events without prior written approval of Majority Holders (100%)
under this specific issuance
Undertake any new major new business outside financial services or
any diversification of its business outside financial services without
approval of NCD holders.
Change in article of incorporation or organizational documents in
any material way which would prejudicially affect the interest of
the debenture holders.
41. Representations and
Warranties of the Issuer
As mentioned in the caption titled “Representations and Warranties Of The
Issuer” in the Shelf Disclosure Document to the Issue. The Representations
and Warranties shall be continuous in nature and shall be deemed to occur on
every day till redemption of the Debentures.
1. The Company is registered with the NHB as an HFC.
2. No Event of Default has occurred and is continuing on the date of this
transaction.
3. The Debentures under this Issuance shall rank pari passu amongst
themselves, and with all other secured creditors.
4. Binding obligation of Transaction Documents.
5. No conflict with other obligations / constitutional documents. 6. No
Material Adverse Change in business, condition or operations of the Issuer.
7. Company has the power and authority to issue Debentures and such
Transactions Documents are valid and admissible in evidence.
8. Absence of any pending or threatened (in writing) litigation, investigation
or proceedings that may have a material adverse effect on the business
condition (financial or otherwise), operations, performance of the Issuer or
Disclosure Document Private & Confidential – For Private Circulation Only
that purports to affect the Facility and as set out in greater detail in the
Debenture Trust Deed.
42. Transaction Documents i Debenture Trustee Agreement
ii. Debenture Trust Deed,
iii. Deed of Hypothecation iv. Shelf Disclosure Document and Issue
Addendums for each tranche/series; v. PAS-4
vi. Undertaking from the Issuer mentioning all the borrowing facilities of the
Company are standard in nature.
vii. Such other documents as agreed between the Issuer and the Debenture
Trustee from time to time.
viii. Letter appointing Trustees to the Debenture Holders;
ix. Board Resolution authorising this Issuance;
x. Applicable Shareholder Resolutions under the Companies Act, 2013;
xi. Credit Rating Letter & Rationale from Rating Agency ; and
xii. Tripartite Agreements with the Depository(ies) and Registrar & Transfer
Agent.
Disclosure Document, Security Documents and any other document that may
be designated by the Debenture Trustee as a Transaction Document
43. Security Documents Executed Umbrella Debenture Trust Deed, Executed Umbrella Debenture
Trustee Agreement, Executed Umbrella Deed of Hypothecation, necessary
power of attorney and all such other documents required for the purpose of
creating and perfecting the Security in favour of the Debenture Trustee for the
benefit of the Debenture Holders.
The Umbrella Security is already created and perfected in favour of Debenture
Trustee.
44 Conditions Precedent to
Disbursement The Issuer shall, prior to the Deemed Date of Allotment, fulfil the following
conditions precedent, each in a form and manner satisfactory and acceptable
to the Debenture Trustee/the Applicants:
(a) a copy of the Issuer's Constitutional Documents / Disclosure
Document (“IM”) certified as correct, complete and in full force and
effect by the appropriate officer;
(b) copies of the authorizations and licenses received by the Issuer from
the RBI;
(c) a copy of resolution of the debenture allotment committee of the
Issuer's board of directors, together with a copy of resolution of the
Issuer's board of directors authorising the execution, delivery and
performance of the Transaction Documents certified as correct,
complete and in full force and effect by an appropriate officer of the
Issuer;
(d) copies of the resolution of the shareholders of the Issuer under
Section 42 of the 2013 Act, certified as correct, complete and in full
force and effect by an appropriate officer of the Issuer;
(e) a copy of the resolution of the shareholders of the Issuer in
accordance with Section 180(1)(c) of the 2013 Act approving the
borrowing contemplated under the Transaction Documents OR a
certificate of an authorised person of the Issuer confirming the non-
applicability of Section 180(1)(c) of the 2013 Act;
(f) a copy of the resolution of the shareholders of the Issuer in
accordance with Section 180(1)(a) of the 2013 Act approving the
creation of Security over the Hypothecated Assets OR a certificate
Disclosure Document Private & Confidential – For Private Circulation Only
of an authorised person of the Issuer confirming the non-applicability
of Section 180(1)(a) of the 2013 Act;
(g) a copy of the rating letter and the rating rationale issued by the Rating
Agency in relation to the Debentures;
(h) a copy of the consent from the Debenture Trustee to act as the
debenture trustee for the issue of Debentures;
(i) execution, delivery and stamping of the Debenture Trustee
Agreement by the Issuer in a form and manner satisfactory to the
Debenture Trustee and the Applicants;
(j) the audited financial results of the Issuer for the year ended March
31,2020;
(k) Stock Exchange In principle Approval for Listing
such other information, documents, and instruments as the Debenture Trustee
and the Applicants may request in connection with the transactions
contemplated under the DTD and the other Transaction Documents.
45 Conditions Subsequent to
Disbursement The Issuer shall fulfil the following conditions subsequent, to the satisfaction
of the Debenture Trustee, following the Deemed Date of Allotment:
(a) The Issuer shall execute Debenture Trust Deed and Deed of
Hypothecation and perfect the charge created by the Debenture Trust
Deed and Deed of Hypothecation by filing requisite forms with the
Registrar of Companies (“ROC”) within 90 days from the Issue
Closure Date.
(b) the Issuer shall file a return of allotment of securities under Form
PAS-3 of the Companies (Prospectus and Allotment of Securities)
Rules, 2014 with the ROC within 15 (fifteen) calendar days of the
allotment of the Debentures along with a list of the Debenture
Holders or within such other extended time as permissible by the
Ministry of Corporate Affairs and with the prescribed fee; along with
a list of the Debenture Holders ;
(c) the Issuer shall obtain listing of the Debentures within 20 (twenty)
calendar days of Deemed Date of Allotment, and deliver evidence in
a form and manner satisfactory to the Debenture Holders of the final
listing of Debentures within 20 (twenty) days of the Deemed Date of
Allotment;
(d) the Issuer shall assist the Debenture Trustee in filing Form I with
CERSAI within 30 (thirty) calendar days from the date of execution
of the Deed of Hypothecation;
(e) within 15 (fifteen) days (or such other time period prescribed by the
Debenture Trustee (acting on the instructions of the Debenture
Holders)) of the filing of charges pursuant to paragraph (e) above,
receipt of certified true copy of the certificate of registration of
charge issued by the ROC;
(f) within 90 (ninety) calendar days from the date of execution of the
Deed of Hypothecation, provide such other documents/comply with
such other requirement as may be prescribed by Debenture Trustee
for the perfection of the security created under the Deed of
Hypothecation; and
Disclosure Document Private & Confidential – For Private Circulation Only
(g) provide such other information, documents, certificates, opinions
and instruments as the Debenture Trustee and the Debenture Holders
may request in connection with the transactions contemplated under
the DTD and the other Transaction Documents.
(h) The Issuer shall ensure compliance with SEBI / Companies Act,
2013(as applicable) for the issuance of the NCDs.
As customary for transaction of a similar nature and size, including but not
limited to the following conditions:
1. Issue of letter of allotment.
2. Issue of Debentures in Dematerialized form.
3. The Company shall, within 7 (Seven) Business Days from the
Deemed Date of Allotment, submit to the Debenture Trustee a
certificate of the auditor of the Company confirming the issue of
Debentures is as per the provisions of Master Circular- Housing
Finance Companies issuance of Non-Convertible Debentures on
private placement basis (NHB) Directions, 2014, issued by NHB
vide Notification No. NHB(ND)/DRS/REG/MC-02/2017 dated July
1, 2017, as amended from time to time and all the eligibility
conditions mentioned therein for the issue of Debentures have been
met.
46
Default Interest
Rate/Additional Interest
Rate
Without prejudice to any other rights and remedies available to the Debenture
Trustee pursuant to the terms of Transaction Documents:
i. If, at any time, a ‘Payment Default’ (as such term shall be defined
under the Transaction Documents) occurs, the Issuer agrees to pay
additional interest at the rate of 2% (two percent) per annum over
and above the applicable Coupon Rate on all defaulted amounts
under the Debentures from the date of occurrence of such a ‘Payment
Default’ until such ‘Payment Default’ is cured or the Debentures are
fully redeemed.
47 Role and Responsibilities
of Debenture Trustee
To oversee and monitor the overall transaction for and on behalf of the
Debenture Holder(s) as is customary for transactions of a similar nature and
size and as detailed under the appropriate Transaction Documents.
48 Provisions related to
Cross Default Clause
When the Company being in default of its obligation pay the Redemption
Amount in respect of any of the debentures issued under the Entire Issuance
which ought to have been paid in accordance with the terms of the issue of
such debentures and if the Company fails to cure such default within a
maximum period of 15 (fifteen) days from the scheduled date for making such
payment then the same shall be an Security Enforcement Event.
49 Event of Defaults As mentioned in the Shelf Disclosure Document under captioned “Event of
Defaults”.
Failure to pay amounts due under the Issue on the relevant due date
by the Issuer
Admittance of Insolvency, reorganization, liquidation, suspension
of payment of debts, winding up, illegality, cessation of business by
the Issuer;
Illegality, cessation of business of the Issuer;
Security in jeopardy;
Bankruptcy, CDR proceedings admitted with respect to the Issuer
Breach of any of the terms of the Transaction Documents by the
Issuer
Breach of any covenants mentioned in the Term sheet
Breach of any material Representations and Warranties;
50 Consequences of Event of
Default
The consequences of default will, include but not be limited to the following:
Enforce its right under the Transaction Documents
Appropriate any amount in the Accounts and utilize it for
payment/repayment of any amount outstanding under the Issue;
Disclosure Document Private & Confidential – For Private Circulation Only
Charge Default Interest. It is clarified that the default interest shall
be charged from the date of occurrence of event of default
irrespective of the same being declared by the Investor(s) till such
date the default subsists;
Any cost incurred on any of the above shall be borne by the Issuer.
Any prepayment shall be exercised at redemption amount along with
Interest, with a prior notice of 30 calendar days to the Issuer
51
Transaction Costs
The Issuer shall bear all transaction related costs incurred by the Debenture
Holder with respect to legal counsel, valuers and auditors/ consultants. Such
costs include:
Trustee fees
Rating fees
Stamping and registration costs in relation to all Transaction Documents
Any other reasonable transaction related expense incurred by the Debenture
Holders
52 Illustration of Bond
Cashflows
As per Annexure
53 Debenture Trustee IDBI Trusteeship Services Limited
54 Governing Law and
Jurisdiction
The Debentures are governed by and will be construed in accordance with the
Indian Law. The Debentures and documentation will be governed by and
construed in accordance with the laws of India and the parties submit to the
exclusive jurisdiction of the courts and tribunals in Mumbai.
55 Disclosures as per the
operating guidelines
issued by BSE in relation
to Electronic Book
Mechanism.
Mode of Bidding: Close
Manner of Allotment: Uniform
Manner of Settlement: Through Clearing Corporation of BSE (ICCL)
Settlement Cycle: T+1
Additional covenants:
1 Security Creation (where applicable): In case of delay in execution of Debenture Trust Deed and registration of charge
with Registrar of Companies (ROC) beyond 3 (Three) months of the closure of the issue in respect of the Debentures,
the Company will refund the subscription with agreed rate of interest or will pay additional interest of at least 2% per
annum over the Coupon Rate till these conditions are complied with at the option of the investor.
2 Default in Payment: In case of default in payment of Interest and/or principal redemption on the Due Dates, additional
interest of 2% p.a. on the defaulted amount over the Coupon Rate will be payable by the Company for the defaulting
period till such time the default is cured.
3 Delay in Listing: In case of delay in listing of the debt securities beyond 20 days from the Deemed Date of Allotment,
the Company will pay additional interest of atleast 1 % p.a. over the Coupon Rate from the expiry of 30 days from
the Deemed Date of Allotment till the listing of such debt securities to the investor.
The interest rates mentioned in above cases are the minimum interest rates payable by the Company and are
independent of each other.
Disclosure Document Private & Confidential – For Private Circulation Only
XIV. DRR
As per Section 71 of the 2013 Act, any company that intends to issue debentures must create a DRR to which adequate
amounts shall be credited out of the profits of the company until the redemption of the debentures. However, under
the Companies (Issuance of Share Capital and Debentures) Rules, 2014, HFC’s are exempt from this requirement in
respect of privately placed debentures. Pursuant to this exemption, the Company does not intend to create any reserve
funds for the redemption of the Debentures.
XV. ISSUE / INSTRUMENT SPECIFIC REGULATIONS:
The Issue of Debentures shall be in conformity with the applicable provisions of the Companies Act including the
relevant notified rules thereunder, the SEBI Regulations and the applicable RBI and NHB guidelines.
XVI. APPLICATION PROCESS
Please refer to Section III of Part B of this DD.
Disclosure Document Private & Confidential – For Private Circulation Only
SECTION II: DISCLOSURES AS PER THE ACT
1.1 GENERAL INFORMATION:
I. Name, address, website and other contact details of the Company, indicating both registered office
and the Corporate:
Issuer / Company: Piramal Capital & Housing Finance Limited (formerly known as Piramal
Housing Finance Limited
Registered Office: 4th Floor, Piramal Tower, Peninsula Corporate Park, Ganpatrao Kadam Marg,
Lower Parel, Mumbai - 400013
Corporate Office: 4th Floor, Piramal Tower, Peninsula Corporate Park, Ganpatrao Kadam Marg,
Lower Parel, Mumbai - 400013
Website: www.pchf.in
Fax: 22 6151 3693
Contact Person: Mr. Sanjay Jain
Email: [email protected]
II. Date of Incorporation of the Company: February 10, 2017
III. Business carried on by the Company and its subsidiaries with the details of branches or units, if any:
Lending including housing finance activities and Investments.
IV. Brief particulars of the management of the Company:
Management of the Company has been over seen by the Board of the Company. Please refer to Paragraph
V of Section I of Part B of this DD.
V. Name, address, DIN and occupations of the directors:
Please refer to Paragraph V of Section I of Part B of this DD.
VI. Management’s perception of Risk Factors:
Please refer to “RISK FACTORS” in Part A of this DD.
VII. Details of defaults, if any, including the amounts involved, duration of default, and present status, in
repayment of:
(i) Statutory Dues: NIL
(ii) Bonds and interest thereon: NIL
(iii) Deposits and interest thereon: NIL
(iv) Loans from banks and financial institutions and interest thereon: NIL
VIII. Name, designation, address and phone number, email ID of the nodal / compliance officer of the
Company, if any, for the Issue:
Compliance/ Investor Relations Officer: Mr. Bipin Singh
Designation/Department: Company Secretary and Compliance Officer
Registered Office Address: 4th Floor, Piramal Tower, Peninsula Corporate
Park,Ganpatrao Kadam Marg, Lower Parel, Mumbai- 400
013, Maharashtra, India,
Tel. Nos.: +91 22 3802 3085
Fax Nos.: +91 22 61513444
Email address(s): [email protected] IX. Any default in annual filing of the Company under the Companies Act, 2013 or the rules made
thereunder: Nil
Disclosure Document Private & Confidential – For Private Circulation Only
1.2 PARTICULARS OF THE OFFER:
Financial position of the Company for the last 3
(Three) financial years
Please refer to Annexure V
Date of passing of Resolution of by Committee of
Directors (Administration Authorisation and
Finance)
A copy of the said resolution has been annexed hereto
under Annexure VI.
Date of passing of resolution, authorizing the offer
of securities
Shareholders resolution passed under Section 42 of the Act
dated July 29, 2019; and A copy of the said resolution has
been annexed hereto under Annexure VII.
Shareholders resolution passed under Section 180 (1)(a)
and 180(1)(c) of the Act dated September 28, 2017 and
June 11, 2018, respectively and a copy of the said
resolution has been annexed hereto under Annexure VII.
Kinds of securities offered Secured Redeemable Non-Convertible Debentures (the
“Debentures”)
Price at which the security is being offered, including
premium if any, along with justification of the price
The Debentures are being offered at face value of Rs.
10,00,000/- (Rupees Ten Lakh Only) each.
Name and address of the valuer who performed
valuation of the security offered
Not applicable as the Debentures are being issued at par.
Relevant date with reference to which the price has
been arrived at
[Relevant Date means a date at least 30 days prior to
the date on which the general meeting of the
Company is scheduled to be held]
Not Applicable
The class or classes of persons to whom the
allotment is proposed to be made
Companies and bodies corporate including public
sector undertakings
Scheduled commercial banks
Non-Banking Finance Company
Mutual Funds
Urban / Central / State / District / Primary Co-
operative Banks
Regional rural banks
Financial institutions including development
financial institutions
Insurance companies
Foreign Institutional Investors
Other Government / Non-Government Agencies /
Boards / Institutions
Trusts
Any other investor(s) authorised to invest in these
Debentures, subject to the compliance with the
relevant regulations/guidelines applicable to them for
investing in this Issue.
Intention of promoters, directors or key managerial
personnel to subscribe to the offer (applicable in case
they intend to subscribe to the offer) [Not required in
case of issue of non-convertible debentures]
Not Applicable
The proposed time within which the allotment shall
be completed
Issue Opening Date: 29th June 2020
Issue Closing Date: 29th June 2020
Pay-in Date: 30th June 2020
Deemed Date of Allotment: 30th June 2020
Disclosure Document Private & Confidential – For Private Circulation Only
The names of the proposed allottees and the
percentage of post private placement capital that may
be held by them [Not applicable in case of issue of
non-convertible debentures].
Not Applicable
The change in control, if any, in the company that
would occur consequent to the private placement
Not Applicable
The number of persons to whom allotment on
preferential basis/ private placement/ rights issue has
already been made during the year, in terms of
securities as well as price
7 (seven) pursuant to the Scheme of Amalgamation of
Piramal Finance Limited, Piramal Capital Limited with
Piramal Capital & Housing Finance Limited and their
respective shareholders Please refer to Paragraph IV(c)
and (d) of Section I of Part B of this DD.
The justification for the allotment proposed to be
made for consideration other than cash together with
valuation report of the registered valuer
Not Applicable
Amount, which the Company intends to raise by way
of securities
The aggregate size of the Issue is Rs. 325 Crores (Rupees
Three Hundred Twenty Five Crores only) with an option
to retain oversubscription of Rs. 175 Crores such that the
total issue does not exceed Rs. 500 Crores. This Issue
forms part of the Entire Issuance.
Terms of raising of securities
Please refer to Paragraph XIII of Section I of Part B of this
DD.
Proposed time schedule for which the Issue is valid The Issue shall open on 29th June 2020 and shall close on
29th June 2020 and Pay in shall be 30th June 2020.
Purpose and objects of the Issue Please refer to Paragraph I of Section III of Part B of this
DD.
Contribution being made by the Promoters or
directors either as part of the offer or separately in
furtherance of the object
N.A.
Principal terms of assets charged as security, if
applicable
The Issue shall be secured by:
a) First and pari passu charge, by way of a
registered mortgage, over the Immovable
Property;
b) First pari passu charge, by way of hypothecation
over the Hypothecated Assets; and
c) Any other Security created by the Company in
relation to the Debentures in favour of the
Debenture Trustee.
The The details of significant and material orders passed
by the Regulators, Courts and Tribunals impacting
the going concern status of the Company and its
future operations
N.A.
Disclosure Document Private & Confidential – For Private Circulation Only
The pre-issue and post-issue shareholding pattern of the Company in the following format:
S.
No
.
Category Pre-issue Post-issue
No. of shares
held
Percentage
(%) of
shareholding
No. of shares
held
Percentage
(%) of
shareholdin
g
A Promoters’ holding
Indian - - - -
1 Individual 4,832 Negligible 4,832 negligible
Bodies Corporate 19,28,37,13,565
100% 19,28,37,13,565
100%
Sub-total 19,28,37,18,397 100% 19,28,37,18,397 100%
2 Foreign promoters - - - -
Sub-total (A) 19,28,37,18,397
100% 19,28,37,18,397
100%
B Non-promoters’ holding
1 Institutional Investors - - - -
2 Non-Institutional Investors - - - -
Private Corporate Bodies - - - -
Directors and relatives - - - -
Indian public - - - -
Others (including Non-resident
Indians)
- - - -
Sub-total (B) - - - -
GRAND TOTAL
[Sub-Total(A) + Sub-Total(B)]
19,28,37,18,397
100% 19,28,37,18,397
100%
1.3 Mode of payment for subscription (Cheque/ Demand Draft/ other banking channels): Cheque
/ Demand Draft / Pay Order / Direct Credit / ECS / NEFT / RTGS / other permitted mechanisms
1.4 DISCLOSURE WITH REGARD TO INTEREST OF DIRECTORS, LITIGATION, ETC:
Any financial or other material interest of the
directors, promoters or key managerial personnel in
the Issue and the effect of such interest in so far as it
is different from the interests of other persons
NIL
Details of any litigation or legal action pending or
taken by any Ministry or Department of the
Government or a statutory authority against any
Promoter of the Company during the last 3 (three)
years immediately preceding the year of the
circulation of this Disclosure Document and any
direction issued by such Ministry or Department or
statutory authority upon conclusion of such litigation
or legal action shall be disclosed
NIL
Disclosure Document Private & Confidential – For Private Circulation Only
Remuneration of directors (during the current year
and last 3 (three) financial years)
Name of
Director
FY 19-20
(Rs.)
FY 18- 19
(Rs.)
FY 17- 18
(Rs.)
Shitin
Desai*
- 1,50,000 2,00,000
Suhail
Nathani*
5,00,000 600000 1,00,000
Deepak
Satwalekar
*
5,50,000 650000
Harish
Engineer*
1,50,000 650000
Khushru
Jijina
9,93,59,577
17,37,81,608
Gautam
Doshi*
3,50,000
* Sitting Fees for attending meetings of the Board / Committee of
Directors
Related party transactions entered during the last 3
(three) financial years immediately preceding the
year of circulation of this Disclosure Document
including with regard to loans made or, guarantees
given or securities provided
Refer ANNEXURE V Audited Financials
Summary of reservations or qualifications or adverse
remarks of auditors in the last 5 (five) financial years
immediately preceding the year of circulation of this
Disclosure Document and of their impact on the
financial statements and financial position of the
Company and the corrective steps taken and
proposed to be taken by the Company for each of the
said reservations or qualifications or adverse remark
NIL
Details of any inquiry, inspections or investigations
initiated or conducted under the Act or any previous
company law in the last 3 (three) years immediately
preceding the year of circulation of offer letter in the
case of the Company and all of its subsidiaries. Also
if there were any were any prosecutions filed
(whether pending or not) fines imposed,
compounding of offences in the last 3 (three) years
immediately preceding the year of this Disclosure
Document and if so, section-wise details thereof for
the Company and all of its subsidiaries
NIL
Details of acts of material frauds committed against
the Company in the last 3 (three) years, if any, and if
so, the action taken by the company
NIL
Disclosure Document Private & Confidential – For Private Circulation Only
1.5 FINANCIAL POSITION OF THE COMPANY:
The capital structure of the Company in the following manner in a tabular form:
The authorised, issued, subscribed and
paid up capital (number of securities,
description and aggregate nominal
value) (as on March 31, 2020)
Share Capital Rs. In Lakhs
Authorised
Equity Shares of Rs.10/- Each
25,00,000
Issued, Subscribed and Fully Paid-
up
19,28,37,18,397 equity shares of Rs.
10/- Each
19,28,372
Forfeited shares NIL
Total 19,28,372
Size of the Present Issue The aggregate size of the Issue is Rs. 325 Crores (Rupees Three
Hundred Twenty Five Crores only) with an option to retain
oversubscription of Rs. 175 Crores such that the total issue does not
exceed Rs. 500 Crores to be issued at par in a single series.
Paid-up Capital:
a. After the offer:
b. After the conversion of
Convertible Instruments (if
applicable):
The paid-up share capital of the Company shall not be altered on account
of issuance of the Debentures.
Share Premium Account:
a. Before the offer:
b. After the offer:
The balances in the share premium account shall not be altered on
account of the issuance of Debentures.
Details of the existing share capital of the Issuer:
Please refer to Paragraph IV(c) and (d) of Section I of Part B of this DD.
Disclosure Document Private & Confidential – For Private Circulation Only
Details of Allotments made by the
Company for Consideration other than
cash
NIL
Profits of the Company, before and
after making provision for tax, for the 3
(three) financial years immediately
preceding the date of circulation of this
Disclosure Document
F.Y. 2019-
2020
F.Y. 2018-
2019
F.Y. 2017-
2018
Profit
Before
Tax (In
Cr)
601.87 2,211.91 2.69
Profit
After Tax
(In Cr)
30.48 1,442.58 44.75
Dividends declared by the Company in
respect of the said 3 (three) financial
years; interest coverage ratio (Includes
hedging expenses and forex loss) for
last three years (cash profit after tax
plus interest paid/interest paid)
(Rs. Crs) F.Y. 2019-
2020
F.Y. 2018-
2019
F.Y.
2017-
2018
Dividend *Rs. 496.7
crores
NIL NIL
*Interim dividend has been paid on July 27, 2019.
A summary of the financial position of
the Company as in the 3 (three) audited
balance sheets immediately preceding
the date of circulation of this
Disclosure Document
Please refer to Paragraph IV (i) of Section I of Part B of this DD.
Audited Cash Flow Statement for the 3
(three) years immediately preceding
the date of circulation of this
Disclosure Document
Please refer to Paragraph IV (i) of Section I of Part B of this DD.
Any change in accounting policies
during the last 3 (three) years and their
effect on the profits and the reserves of
the Company
NIL
Disclosure Document Private & Confidential – For Private Circulation Only
1.6 Part B (To be filled by the Applicant)
(i) Name:
(ii) Father’s name:
(iii) Complete Address including Flat / House Number, Street, Locality, Pin Code:
(iv) Phone number; if any:
(v) Email ID, if any:
(vi) PAN Number:
(vii) Bank Account details:
Bank Account
DP ID
Client ID
DP NAME
_____________
Signature
____________________
Initial of the Officer of the Company designated to keep the record
1.7 Payment Instructions:
The Application Form should be submitted directly. The entire amount of Rs. Crores (Rs. Crores) per
Debenture is payable along with the making of an application. Applicants can remit the application amount through
Cheque / Demand Draft / Pay Order / Direct Credit / ECS / NEFT / RTGS / other permitted mechanisms on the Pay-
in Date. The bank account details of the Issuer as mentioned at EBP portal under escrow account maintained with
NSE.
Disclosure Document Private & Confidential – For Private Circulation Only
SECTION III: OTHER INFORMATION AND APPLICATION PROCESS
I. DETAIL OF UTILISATION OF PROCEEDS/OBJECTS OF THE ISSUE
Proceeds of the current issue will be utilized for the following purposes: -
The funds raised through this Issue, after meeting the expenditures of and related to the Issue, will be used by the
Company for its various financing activities, to repay its existing loans and for its business operations.
The proceeds of the Issue will not be utilized for financing the activities of group entities and associates.
The Main Objects clause of the Memorandum of Association of the Company permits the Company to undertake the
activities for which the funds are being raised through the present Issue and also the activities which the Company
has been carrying on till date.
II. UNDERTAKING TO USE A COMMON FORM OF TRANSFER
The normal procedure followed for transfer of securities held in dematerialized form shall be followed for transfer of
these Debentures held in electronic form. The seller should give delivery instructions containing details of the buyer’s
DP account to his depository participant. The Issuer undertakes that there will be a common transfer form / procedure
for transfer of debentures.
The Debentures shall be issued only in dematerialised form in compliance with the provisions of the Depositories
Act, 1996 (as amended from time to time), any other applicable regulations (including of any relevant stock
exchange) and these Conditions. No physical certificates of the Debentures would be issued. The transfer of
Debentures in DEMAT form shall be in accordance with the procedure of transfer prescribed by the relevant
depository and Applicable Law. However, the Issuer would use a common transfer form for physical holdings if at a
later stage; any holder of the securities, avail rematerialisation option.
III. INFORMATION RELATING TO THE TERMS OF ISSUE
Face Value & Issue Price
Each Debenture has a face value of Rs. 10,00,000/- and is issued at par.
Minimum Application
The application should be for a minimum of 10 Debentures (Rs.1,00,00,000/-) and in multiples of 1 Debenture (Rs.
10,00,000/-) thereafter.
Market Lot
The market lot will be one Debenture (“Market Lot”). Since the debentures are being issued only in
dematerialised form, the odd lots will not arise either at the time of issuance or at the time of transfer of debentures.
Interest on Debentures
a. The Company shall, until the Debentures are redeemed or paid off, pay to the Debenture Holder, interest on the
Debentures as shall remain unpaid for the time being at the Coupon Rate. Interest shall accrue, at the Coupon
Rate, on the outstanding value of the Debentures. For the first year, the Interest shall accrue from the Deemed
Date of Allotment and the payment shall be made on the first coupon payment date. Thereafter Interest payment
shall be made on each subsequent coupon payment dates till the Redemption Date. All Interest payments are
subject to deduction of tax at source at prevailing rates which are to be grossed up by the Issuer. The Interest shall
be payable by cheque/ demand /NEFT/interest warrant or through RTGS transfer.
Disclosure Document Private & Confidential – For Private Circulation Only
PROVIDED ALWAYS AND IT IS HEREBY AGREED AND DECLARED that Interest shall accrue, at the
Coupon Rate, on the value outstanding of the Debentures to the Debenture Holders/Beneficial Owners as on the
Record Date. If any of the coupon payment date(s) fall on a day which is not a Business Day, then payment of
Interest will be made on the next Business Day. If the Redemption Date of the Debentures falls on a day which
is not a Business Day, the redemption proceeds shall be paid on the immediately previous Business Day. In case
of Debentures for which the Beneficial Owner is not identified by the relevant depository as on the Record Date,
the Issuer would keep in abeyance the payment of Interest and/or other benefits, till such time that the Beneficial
Owner is identified by the depository and conveyed to it, whereupon the Interest or benefits shall be paid to the
relevant Debenture Holder(s) within a period of 30 (thirty) Business Days.
b. Interest for broken period: In the case of redemption of any of the Debentures on a day other than a Coupon
Payment Date, in compliance with the terms and conditions of the Issue, accrued Interest on the Debentures for
such broken period shall be paid on a pro-rata basis.
c. Provided further that in the event of any default in the payment of Interest and/or in the redemption of the
Debentures and all other monies payable pursuant to the Transaction Documents, the Company shall pay to the
holder/s of the Debentures, further interest at the rate of 2% (two percent) per annum over the Coupon Rate for
the default in payment of Coupon, and/or principal amount till the dues are cleared.
Computation of Interest
All Interest accruing on the outstanding face value of the Debentures shall accrue under these presents from day to
day and be calculated on the basis of the actual number of days elapsed and a year of 365 days (or 366 days in case
of a leap year) at the Coupon Rate and rounded off to the nearest Rupee.
Redemption
The Debentures will be redeemed at par on their respective Redemption Dates or Early Redemption Date. Thereafter,
the Debentures will not carry any obligation for interest or otherwise after the Redemption Date.
The Debentures shall be taken as discharged on payment of the Redemption Amount by the Company on maturity to
the registered Debenture Holders, and as confirmed in accordance with the procedure set out in the Debenture Trust
Deed, whose names appear in the Register of Debenture Holders/list of Beneficial Owners on the Record Date. Such
payment will be a legal discharge of the liability of the Company towards the Debenture Holders.
Payment on the Redemption Date will be made by way of credit through the RTGS system/NEFT or any other
electronic mode, failing which it will be paid by issuance of cheque(s) / demand draft(s) in the name of the Debenture
Holders whose name appear on the register of Debenture Holders/list of Beneficial Owners given by Depository to
the Company as on the Record Date.
Effect of Holidays
If the Coupon Payment Date of the Debentures falls on a Saturday or non-business day, the coupon payment shall be
made on the next Business Day. If the Redemption Date of the Debentures falls on a Saturday or non-business day,
the redemption proceeds shall be paid on the immediately previous Business Day. Kindly refer SEBI circular dated
November 11, 2016 bearing reference no. CIR/IMD/DF-1/122/2016
Record Date
The Record Date for any Debentures shall be 15 days prior to any Due Date for such Debentures.
In the event the Record Date falls on a day which is not a Business Day, the next Business Day will be considered as
the Record Date.
List of Debenture holders/Beneficiaries
The Issuer shall request the Depository to provide a list of Beneficial Owners as at the end of each Record Date. This
shall be the list, which shall be considered for payment of Interest or repayment of principal amount, as the case may
be.
Disclosure Document Private & Confidential – For Private Circulation Only
Tax Deduction at Source (TDS)
Tax as applicable under the Income-tax Act, 1961, or any other statutory modification or reenactment thereof will be
deducted at source. The investor(s) desirous of claiming exemption from deduction of income tax at source on the
interest on application money are required to submit the necessary certificate(s), in duplicate, along with the
Application Form in terms of applicable rules.
Interest payable subsequent to the Deemed Date of Allotment of Debentures will be treated as interest on securities
as per applicable rules. Debenture holders desirous of claiming exemption from deduction of income tax at source
on the Interest payable on Debentures should submit tax exemption certificate/ document, under Section 193 of the
Income-tax Act, 1961, if any, at the office of the Issuer, at least 30 days before the payment becoming due.
Tax exemption certificate/declaration of non-deduction of tax at source on interest on application money, should be
submitted along with the Application Form. Where any deduction of income tax is made at source, the Issuer shall
send to the Debenture holder(s) a Certificate of Tax Deduction at Source.
Tax Benefits
There are no specific tax benefits attached to the Debentures. Investors are advised to consider the tax implications
of their respective investment in the Debentures.
Issue Procedure
Who Can Apply
Nothing in this DD shall constitute and/or deem to constitute an offer or an invitation to an offer, to be made to the
Indian public or any section thereof through this DD, and this DD and its contents should not be construed to be a
prospectus under the Companies Act.
This DD and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly
through a communication by or on behalf of the Issuer and only such recipients are eligible to apply for the
Debentures. All investors are required to comply with the relevant regulations/guidelines applicable to them for
investing in this Issue.
The following categories of investors, when specifically approached, were eligible to apply for the private placement
of the Debentures and are now eligible transferees of the Debentures:
Companies and bodies corporate including public sector undertakings
Scheduled commercial banks
Non-Banking Finance Company
Mutual Funds
Urban / Central / State / District / Primary Co-operative Banks
Regional rural banks
Financial institutions including development financial institutions
Insurance companies
Foreign Institutional Investors
Other Government / Non-Government Agencies / Boards / Institutions
Trusts
Any other investor(s) authorised to invest in these Debentures, subject to the compliance with the relevant
regulations/guidelines applicable to them for investing in this Issue.
Disclaimer: Please note that only those persons to whom this DD has been specifically addressed are eligible
to apply. However, an application, even if complete in all respects, is liable to be rejected without assigning
any reason for the same. The list of documents provided herein is only indicative, and an investor is required
to provide all those documents/authorizations/information, which are likely to be required by the company.
The Company may, but is not bound to revert to any investor for any additional documents/information, and
can accept or reject an application as it deems fit. Investment by investors falling in the categories mentioned
above are merely indicative and the Company does not warrant that they are permitted to invest as per extant
laws, regulations, etc. Each of the above categories of investors is required to check and comply with extant
rules/regulations/guidelines, etc. governing or regulating their investments as applicable to them and the
Disclosure Document Private & Confidential – For Private Circulation Only
Company is not, in any way, directly or indirectly, responsible for any statutory or regulatory breaches by
any investor, neither is the Company required to check or confirm the same
Electronic Book Mechanism
In terms of SEBI circular number SEBI/HO/DDHS/CIR/P/2018/05 dated January 05, 2018, electronic book
mechanism is mandatory for all private placements of debt securities in primary market if it is :
1. a single issue, inclusive of green shoe option , if any , of Rs 200 crore or more
2. a shelf issue , consisting of multiple tranches , which cumulatively amounts to Rs. 200 or more in financial year
3. a subsequent issue , where aggregate of all previous issues by an issuer in a financial year equals or exceeds Rs.
200 crore
The said circular stated that the electronic book mechanism shall be provided by the recognised stock exchanges.
How to Apply
Application(s) for the Debentures must be made submitting the Application Form accompanying this DD issued in
relation to the NCD issue, which must be completed in block letters in English.
Application Form(s) must be accompanied by either a demand draft or cheque, drawn or made payable in favour of
Piramal Housing Finance Private Limited payable at Mumbai and crossed Account Payee only. The payment can also
be made by Real Time Gross Settlement (RTGS) by crediting the funds to the account given in the Application Form.
The applications must be accompanied by certified true copies of (i) a letter of authorization, and (ii) specimen
signatures of authorised signatories.
Instructions for Application
Application must be completed in BLOCK LETTERS IN ENGLISH. A blank must be left between two or more
parts of the name.
Signatures should be made in English.
Minimum application shall be for 10 (ten) Debentures and in multiples of 1 (one) Debenture(s) thereafter.
The Debentures are being issued at par to the face value (i.e. Rs.10,00,000 (Rupees Ten Lakhs only) per
Debenture). Full amount has to be paid on application per Debenture applied for. Applications for incorrect
amounts are liable to be rejected.
Cheques/drafts must be made in the favour of Piramal Housing Finance Private Limited and crossed “Account
Payee only” payable at Mumbai. Money orders or postal orders will not be accepted. The payments can be made
by RTGS, the details of which are given above. Payment shall be made from the bank account of the person
subscribing. In case of joint holders, monies payable shall be paid from the bank account of the person whose
name appears first in the application.
No cash will be accepted.
The Applicant should mention its permanent account number or the GIR number allotted to it under the Income-
tax Act, 1961 and also the relevant Income-tax circle/ward/District.
Applications under Power of Attorney/Relevant Authority
In case of an application made under a power of attorney or resolution or authority to make the application a
certified true copy of such power of attorney or resolution or authority to make the application and the
Memorandum and Articles of Association and/or bye-laws of the Investor must be attached to the Application
Form at the time of making the application, failing which, the Company reserves the full, unqualified and
absolute right to accept or reject any application in whole or in part and in either case without assigning any
reason therefore. Further any modifications / additions in the power of attorney or authority should be notified
to the Company at its registered office. Names and specimen signatures of all the authorised signatories must
also be lodged along with the submission of the completed application.
Disclosure Document Private & Confidential – For Private Circulation Only
An application once submitted cannot be withdrawn. The applications should be submitted during normal
banking hours at the office mentioned below:
Piramal Capital & Housing Finance Limited
4th Floor, Piramal Tower,
Peninsula Corporate Park, Ganpatrao Kadam Marg
Lower Parel Mumbai, Maharashtra 400 013, Direct +91 22 30465903, Fax +91 22 6151 3444
The applications would be scrutinised and accepted as per the terms and conditions specified in this DD.
The Company is entitled at its sole and absolute discretion to accept or reject any application, in part or in full
without assigning any reason whatsoever. Any application, which is not complete in any respect, is liable to be
rejected.
Applicants residing or situated at places other than in Mumbai, may send their application along with cheques
or demand drafts to the centre mentioned above. The demand drafts must be payable at Mumbai. The demand
draft charges will have to be borne by the Applicant.
The Investor/Applicant shall apply for the Debentures in electronic, i.e., dematerialised form only. Applicants
should mention their Depository Participant’s name, DP-ID and Beneficiary Account Number in the Application
Form. In case of any discrepancy in the information of Depository/Beneficiary Account, the Company shall be
entitled to not credit the beneficiary’s demat account pending resolution of the discrepancy.
The Applicant is requested to contact the office of the Company as mentioned above for any clarifications.
Documents to be provided by Investors
Investors need to submit certified true copies of the following documents, along with the subscription form, as
applicable, any of which may be waived at the discretion of the Company:
Memorandum and Articles of Association/constitutional documents/bye-laws/trust deed
Government notification/ Certificate of incorporation
Board resolution / letter authorizing the investment along with operating instructions
Certified true copy of the Power of Attorney, wherever applicable
Specimen signature of the authorised signatories, duly certified by an appropriate authority
Copy of the PAN card
Form 15AA granting exemption from TDS on interest
Form 15H for claiming exemption from TDS on interest on application money, if any
Order u/s197 of Income-tax Act, 1961
Order u/s10 of Income-tax Act, 1961
Applications under Power of Attorney
A certified true copy of the Power of Attorney or the relevant authority as the case may be along with the names and
specimen signature(s) of all the authorized signatories and the tax exemption certificate/ document, if any, must be
lodged along with the submission of the completed Application Form. Further modifications/ additions in the power
of attorney or authority should be notified to the Issuer or to its Registrars or to such other person(s) at such other
address(es) as may be specified by the Issuer from time to time through a suitable communication.
Date(s) of Subscription
Date of Subscription of the Debentures shall be the date of realization of proceeds of subscription money for the
Debentures in the bank account of the Issuer.
Interest on Application Money
Interest at applicable Coupon Rate will be paid on the application money to the applicants (subject to the deduction
of tax at source at prevailing rates, as applicable). Such interest will be paid for the period commencing from the date
of credit or realization of the cheque(s)/demand draft(s) up to but excluding the Deemed Date of Allotment. It is
clarified that interest shall not be paid on invalid and incomplete Application Forms. This clause will not be applicable
where the Deemed Date of Allotment is the same as the Issue Closing Date and Pay-in-Date. The actual payment, if
Disclosure Document Private & Confidential – For Private Circulation Only
any, would be made within 7 (seven) Business Days from the Deemed Date of Allotment.
Refunds
For applicants whose applications have been rejected or allotted in part, refund orders will be dispatched within seven
days from the Deemed Date of Allotment of the Debentures.
In case of partial Allotment, interest shall be paid on the refund amount at the applicable Coupon Rate. Further, it is
clarified that no interest shall be paid in case of invalid, incomplete or rejected Application Forms.
In case the Issuer has received money from applicants for Debentures in excess of the aggregate of the application
money relating to the Debentures in respect of which Allotments have been made, the Registrar shall, upon receiving
instructions in relation to the same from the Issuer, repay the moneys without interest to the extent of such excess, if
any.
Loss of Interest Cheques/Refund Cheques
Loss of interest cheques/refund cheques should be intimated to the Issuer along with request for duplicate issue. The
issue of duplicates in this regard shall be governed by Applicable Law and any other conditions as may be prescribed
by the Issuer.
Basis of Allotment
The Issuer shall decide the final allocation/Allotment. The Issuer reserves the right to reject in full or partly any or all
the offers received by them to invest in these Debentures without assigning any reason for such rejections. In case
there is over subscription in the issue, priority will be given on the basis of the date of application. In case of tie with
respect to the date of application, allocation will be done on a pro rata basis.
Right to Accept or Reject Applications
The Board of the Issuer reserves its full, unqualified and absolute right to accept or reject any application, in part or
in full, without assigning any reason thereof. The rejected applicants will be intimated along with the refund warrant,
if applicable, to be sent. Interest on application money will be paid from the date of realisation of the cheque(s)/
demand drafts(s) till one day prior to the date of refund. The Application Forms that are not complete in all respects
are liable to be rejected and would not be paid any interest on the application money. Application would be liable to
be rejected on one or more technical grounds, including but not restricted to:
Number of Debentures applied for is less than the minimum application size;
Bank account details not given;
Details for issue of Debentures in electronic/ dematerialised form not given;
PAN/GIR and IT Circle/Ward/District not given;
In case of applications under Power of Attorney by limited companies, corporate bodies, etc. relevant documents
not submitted;
In the event, if any Debenture(s) applied for is/ are not allotted in full, the excess application monies of such
Debentures will be refunded, as may be permitted.
Force Majeure
The Issuer reserves the right to withdraw the issue prior to the closing date in the event of any unforeseen development
adversely affecting the economic and regulatory environment. The Issuer reserves the right to change the issue
schedule.
Letter of Allotment
The beneficiary account of the investor(s) with National Securities Depository Limited (NSDL)/ Central Depository
Services (India) Limited (CDSL)/ Depository Participant will be given credit of the allotted Debentures within 2 (two)
Business Days from the Deemed Date of Allotment. The initial credit in the account will be akin to the Letter of
Allotment.
Disclosure Document Private & Confidential – For Private Circulation Only
Depository Arrangements
The Issuer has appointed Link Intime India Private Limited as Registrar & Transfer Agent for the present Debenture
issue. The Issuer has made necessary depository arrangements with NSDL/ CDSL for issue and holding of
Debentures in dematerialized form.
Transfer/Transmission
The Debentures shall be transferable freely to all classes of eligible investors/transferees. It is clarified that the
Debentures are not intended to be held by any category of persons who are not eligible investors. Subject to the
foregoing, the Debentures may be transferred and/or transmitted in accordance with the applicable provisions of the
Companies Act, 2013. The provisions relating to transfer, transmission and other related matters in respect of shares
of the Company contained in the Articles of Association of the Company and the Companies Act, 2013 shall apply,
mutatis mutandis (to the extent applicable to debentures), to the Debentures as well. The Debentures held in
dematerialised form shall be transferred subject to and in accordance with the rules/procedures as prescribed by
depositories and the relevant depository participants of the transfer or transferee and any other Applicable Laws and
rules notified in respect thereof. The transferee(s) should ensure that the transfer formalities are completed 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 maintained by the Depositories. In such cases, claims, if any, by the
transferees would need to be settled with the transferor(s) and not with the Company.
Provided further that nothing in this section shall prejudice any power of the Company to register as Debenture
Holder, any person to whom the right to any Debenture of the Company has been transmitted by operation of law.
The normal procedure followed for transfer of securities held in dematerialized form shall be followed for transfer
of these debentures held in electronic form. The seller should give delivery instructions containing details of the
buyer’s depository participant account to his depository participant. The Issuer undertakes that there will be a
common transfer form/procedure for transfer of debentures.
The Debentures shall be issued only in dematerialised form in compliance with the provisions of the Depositories Act,
1996 (as amended from time to time), any other applicable regulations (including of any relevant stock exchange) and
these conditions. No physical certificates of the Debentures would be issued.
Trustee for the Debenture holder(s)
The Issuer has appointed IDBI Trusteeship Services Limited to act as Trustee for the Debenture holder(s) (hereinafter
referred to as “Trustee”). A copy of letter from the Trustee conveying their consent to act as Trustees for the
Debenture holder(s) is enclosed in this DD at Annexure II. The address and contact details of the Trustee are as
under:
IDBI Trusteeship Services Limited
Asian Building, Ground Floor
17, R Kamani Marg
Ballard Estate, Mumbai 400001
Tel: +91 22 4080 7005
Fax: +91 22 6631 1776
Email: [email protected]
1. The Issuer and the Trustees have entered into a Debenture Trustee Agreement, inter alia, specifying the rights,
powers, authorities and obligations of the Issuer and the Trustees in respect of the Debentures.
2. The Debenture Holder(s) shall, by signing the Application Form and without any further act or deed, be deemed
to have irrevocably given their consent to the Trustees or any of their agents or authorized officials to do inter-
alia all acts, deeds and things necessary in respect of or relating to the security to be created for securing the
Debentures being offered in terms of this DD.
3. All the rights and remedies of the Debenture holder(s) shall vest in and be exercised by the said Trustee without
reference to the Debenture holder(s) unless otherwise provided in the DD.
4. No Debenture Holder shall be entitled to proceed directly against the Issuer unless the Trustee, having become
so bound to proceed, fails to do so unless otherwise provided in the DD.
5. Any payment made by the Issuer to the Trustee on behalf of the Debenture Holder(s) shall discharge the Issuer
pro tanto to the Debenture Holder(s).
6. The Trustee will protect the interest of the Debenture Holder(s) in the event of ‘Default’ by the Issuer in regard
to timely payment of Interest and repayment of principal and they will take necessary action at the cost of the
Disclosure Document Private & Confidential – For Private Circulation Only
Issuer.
The Debenture Trustee shall duly intimate the Debenture Holders and the general public by issuing a press release on
occurrence of any of the following events:
(a) default by the Company to pay Interest on the Debentures or Redemption Amount;
(b) failure of the Company to create a charge on the assets for the secured Debentures; and
(c) revision of credit rating assigned to the Debentures.
Such information shall also be placed on the websites of the Debenture Trustee, the Issuer and the Stock Exchange.
Underwriting of the Issue
The Issue of Debentures has not been underwritten. . [The Sole Arranger hereby expressly states that the Sole Arranger
has neither entered into any arrangement with the Issuer nor has undertaken, to underwrite the Issue. Further, the
Sole Arranger has not committed and does not commit, to subscribe to the Issue in the event that no investor subscribes
to the Issue or if the Issue is undersubscribed to or if there is any shortfall in the amounts so placed.]
Right to Re-Purchase and Re-Issue Debenture(s)
The Issuer will have the power, exercisable at its sole and absolute discretion from time to time, to re-purchase a part
or all of its Debentures from the secondary markets or otherwise, at any time prior to the respective maturity dates,
subject to Applicable Law and in accordance with the prevailing guidelines/regulations issued by the RBI, SEBI,
NHB and other authorities. In the event of a part or all of its Debentures being repurchased as aforesaid or redeemed
under any circumstances whatsoever, the Issuer shall have, and shall be deemed always to have had, the power to
reissue the Debentures either by reissuing the same Debentures or by issuing other debentures in their place. The
Company and any of its Affiliates may also at their absolute discretion, purchase Debentures in the secondary market,
subject to such entity being an eligible investor and in compliance with Applicable Laws.
The Company may also, at its discretion and as per the prevailing guidelines/regulations of Reserve Bank of India
and other authorities at any time purchase the Debentures at discount, at par or at premium in the open market. Such
Debenture may, at the option of Company, be cancelled, held or resold at such price and on such terms and conditions
as the Company may deem fit and as permitted by law.
All costs incurred by the Debenture holders (including but not limited to break costs relating to interest, currency
exchange and/or hedge agreements) pursuant to the repurchase by the Company before the Redemption Date as set
out above, will be borne by the Company and will be calculated (and the Debenture holders will be reimbursed) on
the basis as if an acceleration event had occurred.
Issue/ Instrument specific regulations
The Companies Act, 2013, the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Securities and
Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, and the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time,
Master Circular on Housing Finance Companies issuance of Non-convertible Debentures on private placement basis
(NHB) Directions, 2014 issued by NHB vide Notification No. NHB(ND)/DRS/REG/MC-02/2017 dated July 1, 2017,
Master Circular on the Housing Finance Companies (NHB) Directions, 2010 issued by NHB vide Notification No.
NHB(ND)/DRS/REG/MC-01/2017 dated July 1, 2017, as amended from time to time, are applicable to the Issue of
Debentures and the Issuer is in compliance with the same.
Undertaking by the Issuer
The Issuer undertakes that:
a) the complaints received in respect of the Issue shall be attended to by the Issuer expeditiously and satisfactorily;
b) it shall take all steps for completion of formalities for listing and commencement of trading at all the concerned
Stock Exchange(s) where securities are to be listed and taken within 7 (seven) Business Days from the date of
closure of the Issue;
c) the funds required for dispatch of refund orders by registered post shall be made available to the Registrar to the
Issue by the Issuer;
d) necessary co-operation to the rating agency shall be extended in providing true and adequate information till the
debt obligations in respect of the Debentures are outstanding;
Disclosure Document Private & Confidential – For Private Circulation Only
e) it shall provide latest Audited or Limited Review Financials in line with timelines as mentioned in by SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, for
furnishing / publishing its half yearly/ annual result. Further, the Issuer shall within 180 days from the end of the
financial year, submit a copy of the latest annual report to the Debenture Trustee and the Debenture Trustee shall
be obliged to share the details submitted under this clause with all 'Qualified Institutional Buyers' (QIBs) and
other existing debenture holders within two working days of their specific request.
Sharing of Information
The Issuer may, at its option, use on its own, as well as exchange, share or part with any financial or other information
about the Debenture holder(s) available with the Issuer, with its subsidiaries and affiliates and other banks, financial
institutions, credit bureaus, agencies, statutory bodies, as may be required and neither the Issuer or its subsidiaries and
affiliates nor their agents shall be liable for use or disclosure of the aforesaid information.
Register of Debentures holder(s)
A register of all Debenture holder(s) containing necessary particulars will be maintained by the Company at its
Registered Office. A copy of the register of all Debenture holder(s) will also be maintained by the Company at its
Corporate Office.
Notices
All notices to the Debenture Holder(s) required to be given by the Issuer or the Trustees shall be sent by registered
post/ courier/ e-Mail to the sole/first allottee or sole/first Beneficial Owner of the Debentures, as the case may be from
time to time. Notice by the Issuer to the Debenture Holder(s) shall be deemed to have been effectively given on the
third day falling after the Issuer has dispatched the notice by registered post / courier.
Succession
In the event of winding-up of the holder of the Debentures, the Issuer will recognize the executor or administrator of
the concerned Debenture Holders, or the other legal representative as having title to the Debentures. The Issuer shall
not be bound to recognize such executor or administrator, unless such executor or administrator obtains probate,
wherever it is necessary, or letter of administration or such holder is the holder of succession certificate or other legal
representation, as the case may be, from a Court in India having jurisdiction over the matter. The Issuer may, in its
absolute discretion, where it thinks fit, dispense with production of probate or letter of administration or succession
certificate or other legal representation, in order to recognize such holder as being entitled to the Debenture(s)
standing in the name of the deceased Debenture Holder on production of sufficient documentary proof or indemnity.
Debenture Holder not a Shareholder
The Debenture Holders will not be entitled to any of the rights and privileges available to the shareholders other than
those available to them under the Companies Act.
Register of Debenture Holder(s)
A register of all Debenture Holder(s) containing necessary particulars will be maintained by the Company at its
Registered Office. A copy of the register of all Debenture Holder(s) will also be maintained by the Company at its
Corporate Office.
Provisions for Meeting of Debenture Holders
The terms set out in the relevant provisions of the Debenture Trust Deed shall apply to the meetings of the Debenture
Holders.
Modification of Debenture Holders(s) rights and modification of Debentures/DD
The rights, privileges and conditions attached to the Debenture(s) and this Disclosure Document may be varied,
modified or abrogated in accordance with the Articles of Association of the Company and the Act and with the
consent of the Majority Debenture Holder(s) provided that nothing in such resolution shall be operative against the
Company where such resolution modifies or varies the terms and conditions governing the Debenture(s) if the same
are not acceptable to the Company. It is clarified that enforcement of the Security shall not be construed as a matter
concerning only this Issue as the same concerns the debenture holders of the Entire Issuance considering that there
Disclosure Document Private & Confidential – For Private Circulation Only
is a community of interest amongst them in relation to the holding and enforcement of the Security for the Entire
Issuance.
Provided that the Debenture Trustee and the Issuer may agree, without the consent of the Debenture Holder(s) to:
any modification to the Debentures, which is not prejudicial to the interest of the Debenture Holder(s); and
any modification of this DD which is not a manifest or proven error or is in violation of any provision of
Applicable Law.
Compliance with laws
The Issue of Debentures has been made in accordance with Section 42 of the Companies Act, 2013, Rule 14 of the
Companies (Prospectus and Allotment of Securities) Rules, 2014 as amended from time to time, the Securities and
Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 as amended from time to time, the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as
amended from time to time, Master Circular on Housing Finance Companies issuance of Non-convertible Debentures
on private placement basis (NHB) Directions, 2014 issued by NHB vide Notification No. NHB(ND)/DRS/REG/MC-
02/2017 dated July 1, 2017 as amended from time to time, and Master Circular on the Housing Finance Companies
(NHB) Directions, 2010 issued by NHB vide Notification No. NHB(ND)/DRS/REG/MC-01/2017 dated July 1, 2017
as amended from time to time and other Applicable Laws in this regard.
Governing Law and Jurisdiction
The Debentures are governed by and will be construed in accordance with the Indian law. The Issuer, the Debentures
and Issuer’s obligations under the Debentures shall, at all times, be subject to the directions of the RBI and the SEBI.
The Debenture Holders, by purchasing the Debentures, agree that the courts/tribunals in Mumbai shall have exclusive
jurisdiction with respect to matters relating to the Debentures.
Disclosure Document Private & Confidential – For Private Circulation Only
SECTION IV
DISCLOSURES PERTAINING TO WILFUL DEFAULTER
Name of the bank declaring the entity as a wilful defaulter: NA
The year in which the entity is declared as wilful defaulter: NA
Outstanding amount when the entity is declared as wilful defaulter: NA
Name of the entity declared as a willful defaulter: NA
Steps taken, if any, for the removal form the list of wilful defaulter: NA
Other disclosures, as deemed fit by the Issuer in order to enable investors to take informed decisions: NA
Any other disclosure as specified by the board: NA
Disclosure Document Private & Confidential – For Private Circulation Only
COMPANY’S DECLARATION
The Issuer undertakes that this Disclosure Document contains full disclosures in accordance with SEBI Debt Listing
Regulations, 2008, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 as well as the Companies Act, 2013 and the Companies (Prospectus and Allotment of Securities)
Rules, 2014.
The Issuer also confirms that this Disclosure Document does not omit disclosure of any material fact which may
make the statements made therein, in light of the circumstances under which they are made, misleading. The
Disclosure Document also does not contain any false or misleading statement.
The Issuer accepts no responsibility for the statement made otherwise than in the Disclosure Document or in any
other material issued by or at the instance of the Issuer and that any one placing reliance on any other source of
information would be doing so at his own risk.
Without prejudice to the above, the Company and each of the Directors of the Company, confirm that:
(a) The Company has complied with the provisions of the Act and the rules made thereunder in relation to the
Issue;
(b) The compliance with the Act and the rules do not imply that payment of dividend or interest or repayment of
Debentures, if applicable, is guaranteed by the Central Government;
(c) The monies received under the Issue shall be used only for the purposes and objects indicated in this
Disclosure Document.
I, Kshitish Bapat, is authorized by the Committee of Directors (Administration Authorisation and Finance) of the
Issuer vide resolution dated 29th June 2020 to sign this form and declare that all the requirements of Companies Act,
2013 and the rules made thereunder in respect of the subject matter of this Disclosure Document, and matters
incidental thereto have been complied with. Whatever is stated in this Disclosure Document and in the attachments
thereto is true, correct and complete and no information material to the subject matter of the Disclosure Document
has been suppressed or concealed and is as per the original records maintained by the Promoters subscribing to the
Memorandum of Association and Articles of Association of the Company.
It is further declared and verified that all the required attachments have been completely, correctly and legibly
attached to this form
For Piramal Capital & Housing Finance Limited
Signed by Mr. Kshitish Bapat
Authorised Signatory
Date: 29th June 2020 Place: Mumbai
Enclosed
Copy of Board / Committee Resolution
Copy of Shareholders Resolution
Annexure I – Rating Letter
Annexure II – Debenture Trustee Consent Letter
Annexure III – Illustration of Bond Cash Flows
Annexure IV – List of Directors
Annexure V – Audited Financial Statement
Disclosure Document Private & Confidential – For Private Circulation Only
ANNEXURE I
RATING LETTER ISSUED BY CARE RATINGS LIMITED AND RATING RATIONALE ADOPTED
Disclosure Document Private & Confidential – For Private Circulation Only
ANNEXURE II
DEBENTURE TRUSTEE CONSENT LETTER
Disclosure Document Private & Confidential – For Private Circulation Only
ANNEXURE III
ILLUSTRATION OF BOND CASH FLOWS PER NCD
As per the SEBI Circular No. CIR/IMD/DF-1/122/2016 dated November 11, 2016, the cash flows emanating from
the Debentures are mentioned below by way of an illustration.
(Per NCD Cash Flow)
Tenor 35 Months
Coupon Rate p.a. 8.75%
Payment Date Interest Calculation
Date
Payment
Dates
Actual Interest
Payment Amt per NCD
Subscription Date 30-June-20 30-June-20 (325,00,00,000) (10,00,000 )
Coupon Payment date 30-June-21 30-June-21 28,43,75,000 87,500
Coupon Payment date 30-June-22 30-June-22 28,43,75,000 87,500
Coupon Payment date 31-May-23 31-May-23 26,10,01,712 80,308
Principal Repayment date 31-May-23 31-May-23 325,00,00,000 10,00,000
Disclosure Document Private & Confidential – For Private Circulation Only
ANNEXURE IV
LIST OF DIRECTOR ALONG WITH THEIR OTHER DIRECTORSHIPS
As on March 31 2020
1. Mr. Ajay Piramal
Sr no. Other Directorships
1 Piramal Enterprises Limited (‘PEL’)
2 Piramal Glass Private Limited
3 Allergan India Private Limited
4 Piramal Management Services Private Limited
5 Piramal Fund Management Private Limited
6 PEL Management Services Private Limited
7 Pratham Education Foundation
8 Kaivalya Education Foundation
9 Tata Sons Private Limited
10 Piramal Foundation
2. Dr. (Mr.) Swati Piramal
Sr no. Other Directorships
1 Piramal Enterprises Limited
2 Piramal Glass Private Limited
3 Allergan India Private Limited
4 Piramal Management Services Private Limited
5 Nestle India Limited
6 PEL Management Services Private Limited
7 PHL Fininvest Private Limited
3. Mr. Khushru Jijina
Sr no. Other Directorships
1 Piramal Asset Management Private Limited
2 Silver Pearl Realty Private Limited
3 Tarapur Infrastructure Private Limited
4 Piramal Securities Limited
5 IndiaVenture Advisors Private Limited
6 Neelima Investments Private Limited
7 Piramal Fund Management Private Limited
8 Piramal International
9 PHL Fininvest Private Limited
4. Mr. Anand Piramal
Sr no. Other Directorships
1 Piramal Enterprises Limited
2 PEL Management Services Private Limited
3 Piramal Management Services Private Limited
4 Piramal Water Private Limited
5 Piramal Foundation for Education Leadership
6 PRL Developers Private Limited
Disclosure Document Private & Confidential – For Private Circulation Only
7 Piramal Corporate Services Private Limited
8 Piramal Asset Management Private Limited
5. Mr. Suhail Nathani
Sr no. Other Directorships
1 Siddhesh Capital Markets Services Private Limited
2 Aga Khan Agency for the Habitat (Section 8 Co.)
3 Mahindra CIE Automotive Limited
4 UTI Trustee Company Private Limited
5 Progressive Electoral Trust (Section 8 Co.)
6 Salaam Bombay Foundation (Section 8 Co.)
6. Mr. Deepak Satwalekar
Sr no. Other Directorships
1 Piramal Enterprises Limited
2 Asian Paints Limited
3 Home First Finance Company India Limited
4 Franklin Templeton Asset Management(India) Private Limited
5 Germinait Solutions Private Limited
7. Mr. Gautam Doshi
Sr no. Other Directorships
1 Sun Pharmaceutical Industries Limited
2 PHL Fininvest Private Limited
3 Capricon Realty Limited
4 Banda Real Estate Private Limited
5 Kudal Real Estate Private Limited
6 Connect Capital Private Limited
7 Aashni Ecommerce Private Limited
8 Sun Pharma Holdings
9 Sun Pharma Global FZE
Disclosure Document Private & Confidential – For Private Circulation Only
ANNEXURE V
AUDITED FINANCIAL STATEMENTS
The audited financial statements of the Company for FY 2018-19 and FY 2019-20
Disclosure Document Private & Confidential – For Private Circulation Only
ANNEXURE VI
COPY OF THE RESOLUTION OF COMMITTEE OF DIRECTOR (ADMINISTRATION,
AUTHORISATION AND FINANCE) DATED
ANNEXURE VII
SHAREHOLDERS RESOLUTION
COPY OF THE SHARHOLDERS RESOLUTION PURSUANT TO SECTION 42, 180 (1) (a) AND
180 (1) (c) OF THE COMPANIES ACT, 2013
a. Borrowing Powers
Disclosure Document Private & Confidential – For Private Circulation Only
b. Issue of Non-Convertible Debentures on Private Placement Basis
Disclosure Document Private & Confidential – For Private Circulation Only
c. Creation of Charge