shelf disclosure document manappuram finance ...1 sl. no. 1 name of investor and address: shelf...
TRANSCRIPT
1
Sl. No. 1 Name of investor and address:
SHELF DISCLOSURE DOCUMENT
Manappuram Finance Limited
(Formerly ‘Manappuram General Finance and Leasing Limited’)
(Incorporated in Thrissur, Kerala, Republic of India on July 15, 1992 with limited liability with company
identification number L65910KL1992PLC006623, under the Companies Act, 1956, as amended and
registered as a non-banking financial company (“NBFC”) within the meaning of the Reserve Bank of
India Act, 1934, as amended.
Registered Office: Manappuram Finance Limited , IV/470A (Old) W/638(New), “Manappuram
House”, Valapad, Thrissur 680 567, Kerala, India
Tel: (+91 487) 305 0108; Fax: (+91 487) 239 9298
Compliance Officer: Manoj Kumar V.R, Company Secretary
E-mail: [email protected]
Contact Person: Bindhu AL, Chief Financial Officer
Website: www.manappuram.com
SHELF DISCLOSURE DOCUMENT AS PER SCHEDULE I OF SECURITIES AND EXCHANGE
BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008 AS
AMENDED FROM TIME TO TIME AND PRIVATE PLACEMENT OFFER CUM APPLICATION
LETTER AS PER FORM PAS 4 (PURSUANT TO SECTION 42 OF COMPANIES ACT, 2013 AND
RULES MADE THERE UNDER FOR ISSUE OF RATED, SECURED, REDEEMABLE, LISTED NON
CONVERTIBLE DEBENTURES HAVING FACE VALUE OF RUPEES 10,00,000/- (RUPEES TEN
LAKH EACH ) FOR AN AMOUNT OF RS 10 CRORE (RUPEES TEN CRORE ONLY)AS BASE ISSUE
WITH AN OPTION TO RETAIN OVERSUBSCRIPTION OF RS 340 CRORE (RUPEES THREE
HUNDRED AND FORTY CRORE ONLY) AGGREGATING TO RS 350 CRORES (RUPEES THREE
HUNDRED AND FIFTY CRORE ONLY)
2
ISSUE:
Disclosure document (“Disclosure Document”) for Private Placement of Rated, Listed, Secured, Non-convertible debentures
having face value of Rs. 10 lakh each to be issued in dematerialized form (“Debentures”) for cash at par for an amount of
Rs. 10 crores as base issue with an option to retain oversubscription of Rs.340 crores aggregating to Rs.350 crores
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. For taking an investment decision, the
investors must rely on their own examination of the Company and the Issue including the risks involved. The Debentures
have not been recommended or approved by Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee the
accuracy or adequacy of this document.
ISSUER’S ABSOLUTE RESPONSIBILITY
The Issuer, having made all reasonable inquiries, 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 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 a rating of “CRISIL AA Stable
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 time based on
factors such as new information or unavailability of information or any other circumstances which it believes may have an
impact.
ISSUE SCHEDULE
Issue Opening Date 29th September 2020 Issue Closing Date 29th September 2020
Pay In Date 30th September 2020 Deemed Allotment Date 30th September 2020
* The Issuer reserves the right to change the issue schedule including the Deemed Date of Allotment as agreed with the
proposed investor and will notify the proposed investor of such revised schedule by way of supplement to this Disclosure
Document. The issue shall be open for subscription during the banking hours on each day during the period covered by
the Issue Schedule.
3
LISTING
The Debentures are proposed to be listed on the wholesale debt market segment of the Bombay Stock Exchange Limited
(“BSE” or the “Stock Exchange”).
ISSUER DEBENTURE TRUSTEE REGISTRAR TO ISSUE
Manappuram Finance Limited
IV/470A(Old)W638A
(New)Manappuram House P.O
Valapad - 680567
Ph: 0487 3050408
CATALYST TRUSTEESHIP LIMITED
(formerly known as GDA Trusteeship
Limited),
GDA House, Plot No.85, Bhusari Colony
(Right), Paud Road, Pune – 411038 and
having a branch office at Office No. 83-87,
8th floor, Mittal Tower, B Wing, Nariman
Point, Mumbai - 400021
SKDC Consultants Ltd
Kanapathy Towers, 3rd Floor,
1391/A1,Sathy Road, Ganapathy
Coimbatore – 641 006
Phone: +91 422 4958995, 2539835-836
Fax: +91 422 2539837
This schedule prepared in conformity with SEBI (Issue & Listing of Debt Securities) regulations, 2008 as amended from time
to time for private placement and 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.
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DEFINITIONS AND ABBREVIATIONS
Capitalized terms used but not defined hereunder shall have the meaning ascribed to them in the Debenture Trust Deed.
Unless the context otherwise indicates or requires, the following terms shall have the meanings given below in this Disclosure
Document.
Issuer / Company / We / Our
Company/ Us
Manappuram Finance Limited having its Registered Office at “Manappuram House”,
Valapad, Thrissur, Kerala 680 567
Application Form The form in which an investor can apply for subscription to the Debentures
Allotment Intimation An advice informing the allottee of the number of letter(s) of allotment/ Debenture(s)
allotted to him in electronic (dematerialized) form
Allot/Allotment/Allotted Unless the context otherwise requires or implies, the allotment of the Debentures pursuant
to the Issue
Articles Articles of Association of the Company
Auditors Deloitte Haskins & Sells LLP (being the Statutory Auditors of the Company)
Board Board of Directors of the Company or a Committee thereof of
BSE BOND-EBP Platform Electronic book provider platform of BSE Limited for issuance of debt securities on
private placement basis
Credit Rating Agency (s) CRISIL Limited
Committee Committee means any committee of the Company, as the case may be
Coupon Payment Date Date of payment of interest on the Debentures
Deemed Date of Allotment The date on which Allotment for the Issue is made
Debentures Rated, Listed, Secured, Non-Convertible Debentures having face value of Rs. 10 lakh each
to be issued in dematerialized form (“Debentures”) for cash at par for an amount of Rs. 10
crores as base issue with an option to retain oversubscription of Rs.340 crores aggregating
to Rs.350 crores.
Debenture Holder The investors who are Allotted Debentures
Debenture Trustee Trustee for the Debenture holders, in this case being Catalyst Trusteeship Limited
(formerly known as GDA Trusteeship Limited)
Debenture Document (a) Security Documents
(b) the Debenture Trustee Agreement,
(c) the Disclosure Document and
(d) any other document that may be designated as a debenture document by the
Debenture Trustee
Debenture Trust Deed The debenture trust to be executed by and between the Debenture Trustee and the
Company setting out the terms and conditions for the issuance of the Debentures
Depositories Act The Depositories Act, 1996, as amended from time to time
5
Depository/ies National Securities Depository Limited (NSDL) / Central Depository Services (India)
Limited (CDSL)
DP Depository Participant
Designated Stock Exchange BSE Limited
FEMA Regulations The regulations framed by the RBI under the provisions of the Foreign Exchange
Management Act, 1999, as amended from time to time
ICCL Indian Clearing Corporation Limited
I.T. Act The Income-tax Act, 1961 as amended from time to time
Issue Closing Date 29th September 2020
Issue Opening Date 29th September 2020
Issue Issue of rated, listed, secured, non-convertible debentures to be issued in dematerialized
form on a private placement basis
ISIN International Securities Identification Number
Memorandum / MoA Memorandum of Association of the Company
Material Adverse Effect An event, circumstance, occurrence or condition which has caused, as of any date of
determination, or could reasonably be expected to cause any material adverse effect on or
a material adverse change in (a) the ability of the Issuer, to perform its obligations under
Transaction Documents; or (b) legality or the validity or enforceability of the Transaction
Documents or the rights or remedies of Debenture Holder(s) /Beneficial Owner(s)
thereunder.
Reference to the words “material” or “reasonable” shall mean “reasonable” or
“material” in the opinion of the Debenture Trustee as decided by a majority (51%) of the
Debenture Holders by value.
NA/Nil Not Applicable
NRI A person resident outside India, who is a citizen of India or a person of Indian origin and
shall have the same meaning as ascribed to such term in the FEMA Regulations.
Operational Guidelines Updated operational Guidelines for issuance of securities on private placement basis
through an electronic book mechanism issued by BSE and any amendments thereto
PAN Permanent Account Number
Promoter V.P. Nandakumar and Sushama Nandakumar as defined and disclosed to BSE Limited and
National Stock Exchange of India Limited
Record Date 15 days prior to each Coupon Payment Date/ Redemption Date
Rs./INR Indian National Rupee
Register and Transfer
Agent/RTA
SKDC Consultants Limited
ROC The Registrar of Companies, Ernakulam
RTGS Real Time Gross Settlement, an electronic funds transfer facility provided by RBI
RBI The Reserve Bank of India
SEBI Securities and Exchange Board of India constituted under the Securities and Exchange
Board of India Act, 1992 (as amended from time to time).
6
SEBI Regulations The Securities and Exchange Board of India (Issue & Listing of Debt Securities)
regulations, 2008 and amended from time to time.
SEBI EBP Circular SEBI circular no. SEBI/HO/DDHS/CIR/P/2018/05 dated January 5, 2018 as amended on
August 16, 2018, and amended from time to time
Security Documents Any security document entered into from time to time for creation of any security for the
benefit of the Debenture Holders
Stock Exchange BSE Limited (BSE)
The Companies Act/ the Act The Companies Act, 2013 and such sections of the Companies Act, 1956 which continue
to be in force, as may be amended from time to time
WDM Wholesale Debt Market
This Disclosure Document shall be read in conjunction with the Debenture Trust Deed and the other Transaction Documents
and it is agreed between the Debenture Trustee and the Issuer that in case of any inconsistency or conflict between this
Disclosure Document and the Debenture Trust Deed, the provisions of the Debenture Trust Deed shall prevail and override
the provisions of this Disclosure Document.
RIGHT TO FURTHER ISSUE THE DEBENTURES
Company reserves right to make multiple issuances under the same ISIN with reference to SEBI Circular CIR/IMD/DF-1/
67 /2017 dated June 30, 2017 and SEBI Circular CIR/DDHS/P/59/2018 dated March 28, 2018.
Issue can be made either by way of creation of fresh ISIN or by way of issuance under the existing ISIN at premium
/par/discount as the case may be in line with SEBI Circular CIR/IMD/DF-1/ 67 /2017 dated June 30, 2017 and SEBI
Circular CIR/DDHS/P/59/2018 dated March 28, 2018.
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TABLE OF CONTENTS
DEFINITIONS AND ABBREVIATIONS .................................................................................................................................
DISCLAIMER .............................................................................................................................................................................
1. ISSUER INFORMATION..................................................................................................................................................
2. ISSUE DETAILS - ..............................................................................................................................................................
3. GENERALINFORMATION .............................................................................................................................................
4. OUR MANAGEMENT .......................................................................................................................................................
5. FINANCIAL POSITION OF THE COMPANY ..............................................................................................................
DECLARATION BY THE DIRECTORS .................................................................................................................................
ANNEXURE I SHAREHOLDING PATERN .........................................................................................................................
ANNEXURE II FINANCIAL POSITION OF THE COMPANY FOR THE LAST 3 YEARS ...........................................
ANNEXURE III RATING LETTER AND RATIONALE .....................................................................................................
ANNEXURE IV CONSENT LETTER FROM THE TRUSTEE ...........................................................................................
ANNEXURE V SUMMARY OF TERM OF ISSUANCE OF SECURED NON- CONVERTIBLE, REDEEMABLE
DEBENTURES ............................................................................................................................................................................
ANNEXURE VI PARTICULARS OF THE EXISTING ENCUMBRANCES AND SECURITY DETAILS ....................
8
DISCLAIMER
GENERAL DISCLAIMER
This document is neither a “Prospectus” nor a “Statement in Lieu of Prospectus” but a “Disclosure Document” prepared
in accordance with the SEBI Regulations. This document does not constitute an offer to the public generally to subscribe
for or otherwise acquire the Debentures to be issued by Manappuram Finance Limited. The document is for the exclusive
use to whom it is delivered and it should not be circulated or distributed to third party/ (ies). The Issuer certifies that the
disclosures made in this document are generally adequate and are in conformity with the captioned SEBI Regulations. This
requirement is to facilitate investors to take an informed decision for making investment in the proposed Issue.
Apart from the Disclosure Document, no offer document or prospectus has been prepared in connection with this Issue and
no prospectus in relation to the Issuer or the Debentures relating to this offer has been delivered for registration nor is such
a document required to be registered under the applicable laws.
This Disclosure Document is issued by the Company and has been prepared by the Company to provide general
information on the Company to potential investors to whom it is addressed and who are eligible and willing to subscribe to
the Debentures and does not purport to contain all the information a potential investor may require. Where this Disclosure
Document summarizes the provisions of any other document, that summary should not be solely relied upon and the
relevant document should be referred to for the full effect of the provisions. 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. Any recipient of this Disclosure Document should not consider such receipt a recommendation to purchase the
Debentures. Each potential investor contemplating the purchase of 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.
Potential investors should consult their own legal, regulatory, tax, financial, accounting, and/or 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 potential investor's
particular circumstances.
This Disclosure Document shall not be considered as a recommendation to purchase the Debentures and recipients are
urged to determine, investigate and evaluate for themselves, the authenticity, origin, validity, accuracy, completeness,
adequacy or otherwise the relevance of information contained in this Disclosure Document. The recipients are required to
make their own independent valuation and judgment of the Company and the Debentures. It is the responsibility of
potential investors to ensure that if they sell/ transfer these Debentures, they shall do so in strict accordance with this
Disclosure Document and other applicable laws, so that the sale does not constitute an offer to the public, within the
meaning of the Companies Act. The potential investors should also consult their own tax advisors on the tax implications
relating to acquisition, ownership, sale or redemption of the Debentures and in respect of income arising thereon. Investors
are also required to make their own assessment regarding their eligibility for making investment(s) in the Debentures. The
Company or any of its directors, employees, advisors, affiliates, subsidiaries or representatives do not accept any
responsibility and/ or liability for any loss or damage however arising and of whatever nature and extent in connection with
the said information.
DISCLAIMER OF THE RESERVE BANK OF INDIA
The Debentures have not been recommended or approved by the Reserve Bank of India nor does RBI 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 securities have been recommended for investment by the RBI. RBI does not take any
responsibility either for the financial soundness of the Issuer, or the Debentures being issued by the Issuer or for the
correctness of the statements made or opinions expressed in this document. Potential investors may make investment
decision in the securities offered in terms of this Disclosure Document solely on the basis of their own analysis and RBI
does not accept any responsibility about servicing/ repayment of such investment.
9
DISCLAIMER REGARDING SECURITIES & EXCHANGE BOARD OF INDIA
This Disclosure Document has not been 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. The issue of Debentures being
made on private placement basis, filing of this document is not required with SEBI however SEBI reserves the right to take
up at any point of time, with the Issuer, any irregularities or lapses in this document.
DISCLAIMER CLAUSE OF STOCK EXCHANGES
As required, a copy of this Disclosure Document has been filed with the BSE Limited in terms of the Securities and
Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, as amended from time to time. It is to be
distinctly understood that submission of this Disclosure Document to the BSE Limited should not in any way be deemed or
construed to mean that this Disclosure Document has been reviewed, cleared, or approved by the BSE Limited; nor does
the BSE Limited in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this
Disclosure Document, nor does the BSE Limited warrant that the Issuer’s Debentures will be listed or will continue to be
listed on the BSE Limited; nor does the BSE Limited 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.
DISCLAIMER IN RESPECT OF CREDIT RATING AGENCIES
Ratings are opinions on credit quality and are not recommendations to sanction, renew, disburse or recall the concerned
bank facilities or to buy, sell or hold any security. The Credit Rating Agency has based its ratings on information obtained
from sources believed by it to be accurate and reliable. The Credit Rating Agency does not, however, guarantee the
accuracy, adequacy or completeness of any information contained in this Disclosure Document 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 Credit Rating Agency have paid a credit rating fee, based on the amount and type of
bank facilities/instruments.
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 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 the Investors on
the Deemed Date of Allotment after verification of the Application Form, the accompanying documents and on realisation
of the application money.
10
1. ISSUER INFORMATION
A. Name and Address of the following:
Sr. No. Particulars Details
1. Name of the Issuer Manappuram Finance Limited
2. Registered Office and
Corporate Office
“Manappuram House”, Valapad, Thrissur, Kerala 680 567
3. Corporate Office
(Annex)
Corporate Office Annexe, 501, Aishwarya Business Plaza, CST Road, Kalina,
Mumbai 400 098.
4. Compliance Officer Manoj Kumar .V.R , Company Secretary
“Manappuram House”, Valapad, Thrissur, Kerala 680 567
5. Corporate
Identification Number
L65910KL1992PLC006623
6. Phone No. (91 487) 3050 408
7. Fax No. (91 487) 239 9298
8. Contact Person: Manoj Kumar .V.R , Company Secretary
9. Email: [email protected]
10. Chief Finance Officer
(CFO) of the Issuer
Bindu A.L
“Manappuram House”, Valapad, Thrissur, Kerala 680 567
11. Arrangers, if any, of
the instrument
Nil
12. Trustee to the Issue Catalyst Trusteeship Limited (formerly known as GDA Trusteeship Limited
at GDA House, Plot No.85, Bhusari Colony (Right), Paud Road, Pune – 411038
and having a branch office at Office No. 83-87, 8th floor, Mittal Tower, B Wing,
Nariman Point, Mumbai – 400021
13. Registrar to the Issue SKDC Consultants Limited
Kanapathy Towers, 3rd Floor,1391/A1, Sathy Road, Ganapathy, Coimbatore -
641 006
14. Credit Rating Agency
(s) of the Issue
CRISIL RATING Limited
15. Auditor(s) of the
Issuer
Deloitte Haskins & Sells LLP (Statutory Auditor of the Company)
Deloitte Centre , Anchorage III
100/2 Richmond Road , Bangaluru-5600125
Communication Address: First Floor, Wilmont Park Business Centre, Warriam
Road, Kochi – 682 016
11
B. A brief summary of the business/ activities of the Issuer and its line of business containing the required
information
Overview:
Our Company was incorporated as Manappuram General Finance and Leasing Limited on July 15, 1992, Kerala,
under the Companies Act, 1956 with corporate identity number L65910KL1992PLC006623 as a public limited
company and obtained a certificate for commencement of business dated July 31, 1992. The name of the Company
was changed to Manappuram Finance Limited pursuant to a fresh certificate of incorporation dated June 22, 2011.
Further, the Company had obtained a certificate of registration, dated May 25, 1998, issued by RBI to carry on the
activities of an NBFC accepting deposits. However, subsequently, the Company obtained a certificate of
registration dated March 22, 2011 issued by RBI to carry on the activities of NBFC without accepting public
deposits. Further, pursuant to change in name of our Company, a fresh certificate of registration dated July 4,
2011, bearing registration number B-16.00029, was issued by RBI to carry on the activities of an NBFC without
accepting public deposits under Section 45 IA of the RBI Act. The shares of the company was listed with BSE
Limited and National Stock Exchanges of India Limited.
Key events, milestones and achievements
The table below sets forth the key events in the history of our Company
Year Particulars
1992 Our Company was incorporated as Manappuram General Finance and Leasing Limited
2015 Our Company completed 20 years of listing at BSE Limited
2015 our company launched Online Gold Loan Facility
2015 our company received special commendation at Golden Peacock Awards for csr
2016 Our Company launched MaKash e-wallet and co-branded pre-paid money card
2017 Won the award for the best NBFC for Gold Loan Business by the India Bullion and Jewellers
Association
(i) Corporate structure:
Shareholders
Board of Directors
ctDDDirectors
MD & CEO
CS (KMP) CFO(KMP)
Chairman
12
(ii) Key operational and financial parameters for the last 3 audited years.
Amount Rs in mn
For Financial Entities FY FY FY
31-Mar-20 31-Mar-19 31-Mar-18
Net worth
53,558.96
43,921.61
38,125.58
Total Debt 1,75,060.90
1,27,426.12
1,02,378.31
of which –
Secured Borrowing 1,55,543.32
95,127.67
73,213.49
Unsecured Borrowing
19,517.58
32,298.45
29,164.82
Net Fixed Assets
Tangible Asset
3,176.93
3,086.52
2,609.32
Intangible Asset
4,234.14
172.91
41.52
Cash and Cash Equivalents
22,449.70
4,507.75
4,425.36
Investments/Current Investments
9,310.89
10,108.45
3,782.27
Other Financial assets
6,860.88
5,638.99
4,342.95
Other Non-Financial assets
751.52
665.41
697.26
Other Financial liabilities
2,642.43
2,625.94
3,371.42
Other Non-Financial liabilities
335.08
835.26
500.95
Assets Under Management 1,89,863.87
1,50,995.20
1,29,245.89
Off Balance Sheet Assets
1,355.36
91.44
295.04
Interest Income
42,252.33
33,702.79
28,887.04
Interest Expense
13,911.99
10,177.69
7,943.94
Provisioning & Write-offs
848.49
259.85
484.19
PAT
12,303.12
7,904.56
6,890.88
Gross NPA (%) 0.88% 0.55% 0.54%
Net NPA (%) 0.53% 0.32% 0.33%
Tier I Capital Adequacy Ratio (%) 21.41% 23.27% 26.59%
Tier II Capital Adequacy Ratio (%) 0.33% 0.38% 0.39%
13
(iii) Project cost and means of financing, in case of funding new projects- No
C. Gross Debt: Equity Ratio of the Company: -
Before the issue of the Debentures 2.82
After the issue of the Debentures 2.88
D. A brief history of the Issuer since its incorporation giving details of the stated activities
(i) Details of share capital as on last quarter end: 30th June 2020
Share Capital (for the quarter ended 31st March 2020 Rs.
Authorized Share Capital
Equity Share Capital
Preference Share Capital
Rs.200,00,00,000.
Rs.4,00,00,000.
Issued, Subscribed and Paid-up Share Capital
Equity Share Capital
Preference Share Capital
Rs.1690352796
Rs. 1690352796
Nil
(ii) Changes in its capital structure as on quarter end and for the last five years
Date of
Change
(AGM/
EGM)
Rs. (Authorised Capital) Total
Authorised
Share capital
Particulars
Equity Shares
(of Rs10/-
w.e.f 04.03.10
of Rs. 2/-)
CCPS
(of Rs. 100/-)
Preference
Shares
(of Rs. 100/-)
23.06.2007
(EGM)
2,80,00,000 48,00,000 4,00,000 80,00,00,000 The total authorized
capital on
incorporation was Rs.
1,00,00,000 and
subsequently it
increased to Rs.
80,00,00,000.
25.09.2008
(AGM)
2,60,00,000 50,00,000 4,00,000 80,00,00,000 Increase in total
CCPS authorized
capital from Rs.
48,00,000 to Rs.
50,00,000
22.04.2010
(EGM)
53,00,00,000 Nil 4,00,000 1,10,00,00,000 Increase in total
equity authorized
capital from Rs.
2,60,00,000 to Rs.
53,00,00,000
31.05.2011
(EGM)
98,00,00,000 Nil 4,00,000 2,00,00,00,000 Increase in total
equity authorized
capital from Rs.
53,00,00,000 to Rs.
98,00,00,000
14
(iii) Equity share capital history as on last quarter ended and for the last five years
Date of
Allotment
No. of
equity
shares
Face
Value
(₹)
Issue
price per
equity
share (₹)
Nature of
considera
tion
Type of
Allotment
Cumulative
no of equity
shares
Cumulative
paid-up
equity share
capital
Equity
share
equity
premiu
m- um
(₹)
Gross
Cumu-
lative share
premium
(₹)
Rema
rks
Jun 30,
1992
1,250,000 10 10 Cash Promoter
contribution
1,250,000 12,500,000 Nil - -
Aug 21,
1995
1,750,000 10 10 Cash Public issue 3,000,000 30,000,000 Nil - -
Aug 1,
2003
1,500,000 10 10 Cash Rights issue 4,500,000 45,000,000 Nil - -
Jul 30,
2005
1,000,000 10 25 Cash Preferential
issue
5,500,000 55,000,000 15 15,000,000 -
Jan 15,
2007
5,500,000 10 10 Nil Bonus issue 11,000,000 110,000,000 Nil 15,000,000 -
Jun 21,
2008
3,283,582 10 142.53 Cash Conversion
of preference
share
14,283,582 142,835,820 132.53 450,173,122 -
Mar 16,
2009
2,972,246 10 166.62 Cash Conversion
of preference
share
17,255,828 172,558,280 156.62 915,686,291 -
Jan 11,
2010
11,677,382 10 10 Nil Allotment on
merger
28,933,210 289,332,100 Nil 9156862,91 -
March 4,
2010
3,540,420 10 691 Cash Qualified
institution- al
placement
32,473,630 324,736,300 681 3,326,712,3
11
March 18,
2010
1,564,892 10 166.62 Cash Warrant
conversion
34,038,522 340,385,220 156.62 3,571,805,6
96
April 22,
2010
170,192,610 2 2 Nil Split of
shares
170,192,610 340,385,220 Nil 3,571,805,6
96
May 11,
2010
170,192,610 2 2 Nil Bonus issue 340,385,220 680,770,440 Nil 3,571,805,6
96
Sept 9,
2010
13,210,039 2 75.69 Cash Preferential
issue
353,595,259 707,190,518 73.7 4,545,385,5
70
Sept 28,
2010
3,471,000 2 33.12 Cash Employee
stock option
357,066,259 714,132,518 31.12 4,653,403,0
90
Nov 18,
2010
59,523,809 2 168 Cash Qualified
institution- al
placement
416,590,068 833,180,136 166 14,534,355,
384
March 19,
2011
284,120 2 33.12 Cash Employee
stock option
416,874,188 833,748,376 31.12 14,543,197,
199
June 11,
2011
416,874,188 2 - Nil Bonus 833,748,376 1,667,496,752 Nil 14,543,197,
199
October 8,
2011
7,354,760 2 16 Cash Employee
stock option
841,153,136 1,682,306,272 14.56 14,651,010,
504
March 10,
2012
50,000 2 16.56 Cash Employee
stock option
841,153,136 1,682,306,272 14.56 14,651,010,
504
Sept 25,
2012
34,000 2 16.56 Cash Employee
stock option
841,187,136 1,682,374,272 14.56 14,651,505,
544
Feb 6,
2013
20,000 2 16.56 Cash Employee
stock option
841,207,136 1,682,414,272 14.56 14,651,796,
744
June
08,2016
124,375 2 31.25 Cash Employee
stock option
841,331,511 1,682,663,022 29.25 14,655,434,
712
July 21,
2016
2,43,425 2 31.25 Cash Employee
stock option
841,574,936 1,683,149,872 29.25 1466255489
3.25
October
27, 2016
37,200 2 31.25 Cash Employee
stock option
841,612,136 1,683,224,272 29.25 14,663,642,
993.25
15
Date of
Allotment
No. of
equity
shares
Face
Value
(₹)
Issue
price per
equity
share (₹)
Nature of
considera
tion
Type of
Allotment
Cumulative
no of equity
shares
Cumulative
paid-up
equity share
capital
Equity
share
equity
premiu
m- um
(₹)
Gross
Cumu-
lative share
premium
(₹)
Rema
rks
January
31, 2017
2,87,500 2 31.25 Cash Employee
stock option
841,899,636 1,683,799,272 29.25 14,672,052,
368.25
April 17,
2017
50,000 2 31.25 Cash Employee
stock option
841,949,636 1,683,899,272 29.25 14,673,514,
868.25
September
21, 2017
10,613 2 86.45 Cash Employee
stock option
841,960,249 1,683,920,498 84.45 14,674,411,
136.10
December
20, 2017
2221 2 86.45 Cash Employee
stock option
841962470 1683924940 84.45 1467459869
9.55
February
21 , 2018
9562 2 86.45 Cash Employee
stock option
841972032 1683944064 84.45 1467540621
0.45
March 16 ,
2018
563730 2 86.45 Cash Employee
stock option
842535762 1685071524 84.45 1472301320
8.95
June
02,2018
1699 2 86.45 Cash Employee
stock option
842537461 1685074922 84.45 1472315668
9.5
July 31 ,
2018
1699 2 84.78 Cash Employee
stock option
842539160 1685078320 82.78 1472329733
2.72
Sep 19,
2018
270697 2 86.45 Cash Employee
stock option
842809857 1685619714 84.45 1474615769
4.37
April
05,2019
355993 2 86.45 Cash Employee
stock option
843165850 1686331700 84.45 1477622130
3.22
June
26,2019
96114 2 90000
shares at
the rate
100.88
and 6114
shares at
the rate
86.45
Cash Employee
stock option
843261964 1686523928 98.88
and
84.45
1478512050
3.22 and
1478563683
0.52
October
05,2019
1704575 2 1649575
shares @
86.45 and
55000 @
Rs. 100.88
Cash Employee
stock option
844966539 1689933078 84.45
and
99.88
1492494343
9 and
1493043683
9
December
14 ,2019
11756 2 5500
shares @
86.45
and 6256
shares @
84.78
Cash Employee
stock option
844978295 1689956590 84.45
and
82.78
1493090131
4.270 039
and
1493141918
5.950 18911
February
10,2020 14830 2 11431
shares @
86.45
and
3399
shares @
84.78
Cash Employee
stock option
844993125 1689986250 84.45
and
82.78
1493238453
3.90 and
1493266590
3.120
April
08,2020 183273 2 86.45 cash Employee
stock option
845176398 1690352796 84.45 14948143308
16
(iv) Details of any acquisition or amalgamation in the last 1 year:
Company had acquired shares of Manappuram Comptech and Consultants Limited. As on date, the
Company has completed acquisition of 99.81% equity shares.
(v) Details of reorganization or reconstruction in last 1 year:
Type of Event Date of Announcement Date of Completion Details
Nil Nil Nil Nil
E. Details of Shareholding of the Company as on the Latest Quarter Ended
(i) Shareholding pattern of the Company as on last quarter i.e. 30th June 2020 : Please refer to Annexure
I: Shareholding Pattern. The shares pledged or encumbered by the promoters are part of shareholding
pattern.
(ii) List of Top 10 holders of equity shares of the Company as on 30th June 2020
SL
NO NAME SHARES
Total
Shares
held in
demat
form
% to total
Share Capital BOPAN
1 NANDAKUMAR V P 243672171 243672171 28.837 ABGPN8092A
2
QUINAG ACQUISITION
(FPI) LTD 83785880 83785880 9.916 AAACQ4435E
3
SUSHAMA
NANDAKUMAR 48001078 48001078 5.681 AINPS7836B
4 DSP SMALL CAP FUND 44206002 44206002 5.232 AAAJD0430B
5
FIDELITY INVESTMENT
TRUST FIDELITY SERIES
EMERGING MARKETS
OPPORTUNITI 29429793 29429793 3.483 AAATF2631A
6
BARCLAYS MERCHANT
BANK (SINGAPORE) LIMIT 24675125 24675125 2.920 AACCB0070E
7
DURO ONE INVESTMENTS
LIMITED 23400000 23400000 2.769 AAGCM0491G
8
L AND T MUTUAL FUND
TRUSTEE LTD-L AND T
MID CAP FUND 17960707 17960707 2.126 AAATC4460E
9
BARING INDIA PRIVATE
EQUITY FUND III LISTED
INVESTMENTS LIMITED 16521482 16521482 1.955 AADCB4636P
10
BARING INDIA PRIVATE
EQUITY FUND II LIMI 13827665 13827665 1.636 AADCB0417E
17
F. Following details regarding the Directors of the Company:
(i) Details of the current directors of the Company;
Name, Designation
& DIN
Age Address Director of
the Company
Since/ Date of
appointment
Details of other directorship
Mr.Jagdish Capoor,
Chairman
DIN: 00002516
80 1601 Brooke Ville
359 Mogul Lane
Mahim
Mumbai- 400016
20.07.2010 Quantum Trustee Company
Private Limited, LIC Pension
Fund Limited, LICHFL Trustee
Company Private Limited, LIC
Housing Finance Ltd, Nitesh
Estates Limited , HDFC
Securities
Limited,SpandanaSphoorthy
Financial Ltd
Mr.V.P.Nandakumar,
Managing Director &
CEO
DIN: 00044512
65 “Padmasaroj”
Vazhappully House
Valapad.Post
Thrissur- 680567
15.07.1992 Manappuram Health Care Limited
, Manappuram Construction And
Consultants Limited,
Manappuram Home Finance
Limited, Asirvad Micro Finance
Limited, Manappuram Chits
)Karnataka) Private Limited,
Manappuram Chit Funds
Company Private Limited,
Manappuram Insurance Brokers
Limited, Manappuram Comptech
And Consultants Limited, Adlux
Medicity And Convention Centre
Private Limited, Finance Industry
Development Council,
Manappuram Agro Farms
Limited, Manappuram Jewellers
Limited , SNST Advisories
Private Limited , DTA advisory
Pvt Ltd , DTB Advisory Pvt Ltd ,
DT3 Advisory Pvt Ltd , Lions Co-
Ordination Committee Of India
Association,
(Promoter In Maben Nidhi
Limited, Manappuram Chits
(India) Limited, Manappuram
Asset Finance Limited)
18
Name, Designation
& DIN
Age Address Director of
the Company
Since/ Date of
appointment
Details of other directorship
Mr.B.N.Raveendra
Babu,
DIN: 00043622
67 Blanghat House
Kaipamangalam.
Post
Thrissur- 680681
17.08.2009 Asirvad Micro Finance Limited ,
Manappuram Insurance Brokers
Limited, Manappuram Comptech
& Consultants Ltd
Mr.P.Manomohanan,
Director
DIN: 00042836
78 7/71A, “ Aswathy”
High School Road
Chentrappinny.Post
Thrissur- 680687
18.08.2003 Nil
Adv.V.R.Ramachandr
an, Director
DIN: 00046848
67 Valiparambil House
50/840, Ayyanthole
Thrissur- 680003
13.09.2002 Manappuram Insurance Brokers
Limited
Mr.Gautam Narayan
(DIN: 02971674)
40 1602 Aqua Tower
II, Planet Godrej,
Keshavrao Khadye
Marg , Mahalaxmi,
Mumbai-400011
08.02.2018 Toolbox India Foundation
Mrs.Sutapa Banerjee 54 Springs – 1, Flat
No: 3003 A and B,
30th Floor, G.D.
Ambekar Marg,
Wadala Tel Exch
Naigaon Dadar
East, Mumbai,
Maharashtra –
400014
06.02.2019 JSW Cement Limited, Niyogin
Fintech Limited, JSW Holdings
Limited, Ananya Finance for
Inclusive Growth Private Limited,
, JSW Industrial Gases Private
Limited, Monnet Ispat & Energy
Ltd (taken over by JSW & Aion
Private Equity),Axis Capital
Limited (subsidiary of Axis bank)
, Godrej Properties Limited
,Camlin Fine Sciences Limited
Mr. Abijit Sen 68 A 92, Grand Paradi,
572 Dadyseth Hill,
August Kranti
Marg,
Near Kemps
Corner,
Mumbai,
Maharastra –
400036
17.07.2019 Natafim Agricultural Financing
Agency Private Limited, Ujjivan
Financial Services Limited, Trent
Limited, Cashpor Micro Credit,
Kalyani Forge Limited, Veritas
Finance Private Limited, U gro
Capital Limited (Formerly
Chokhani Securities Limited),
Tata Investment Corporation Ltd ,
Booker India Private Limited ,
Booker Satnam Wholesale Private
Limited. , Asirvad Micro Finance
Limited, Pramerica Life Insurance
Limited-Nominee Director of the
administrator of Dewan Housing
Finance Corporation Limited
19
Name, Designation
& DIN
Age Address Director of
the Company
Since/ Date of
appointment
Details of other directorship
Mr. Harshan Kollara 69 Flat 16 , Cricket
Court 13 ,elderberry
way , London E66J
28.01.2019 No Other Directorship in Indian
Companies. Holding
Directorships in Companies
incorporated in UK
Mr. Shailesh Mehta 71 401 EL Cerrito Ave,
Hillsborough, San
Francisco,
California 94010,
US
27.02.2020 Safari Industries (India) Limited,
Aptus Value Housing Finance
India Limited, Netafim
Agricultural Financing Agency
Private limited, Vistaar Financial
Services Private Limited, India
Shelter Finance Corporation
Limited
* As per declaration submitted to the Company, this is to confirm that none of its Directors are
appearing on the RBI/ECGC defaulters list
Mr. Kshirsagar resigned wef 06th Nov 2019 and Demise of Mr. Rajiven on 19.10.2019
B.N Raveendra Babu redesignated as Non Executive Director in board meeting dated29th May
2020 wef from 01st June 2020.
(ii) Details of change in directors since last three years:
Name, Designation & DIN Date of Appointment
/ Resignation
Director of the
Company Since
Remarks
Mr.I.Unnikrishnan, Executive
Director & Dy.CEO
DIN: 01773417
Resigned on
05.11.2015
01.10.2006 Resigned
Dr.V.M.Manoharan,
Director
DIN: 00044817
Resigned on
25.07.2014
18.08.2003 Resigned
Dr.Amla Samanta
Director
DIN: 00758883
Appointed on
17.03.2015
17.03.2015 Appointed
Mr.Pradeep Saxena
Director
DIN: 00288321
Retire by rotation and
not to get reappointed
wef 09.08.2016
15.05.2014 Resigned
20
Name, Designation & DIN Date of Appointment
/ Resignation
Director of the
Company Since
Remarks
Mr.Gautam Ravi Narayan
Director
(DIN: 02971674)
Appointed on
08.02.2018
08.02.2018 Appointed
Mr.Shailesh Mehta
DIN:01633893
Resigned on
22.08.2018
06.11. 2008 Resigned
Mrs. Amla Samanta Resigned on
01.04.2019
17.03.2015 Resigned
Mr. Sutapa Banerjee
DIN: 02844650
Appointed on
06.02.2019
06.02.2019 Appointed
Mr. Abhijit Sen
00002593
Appointed on
17.07.2019
17.07.2019 Appointed
Mr V R Rajiven
(06503049)
Date of Demise:19-10-
2019
06.02.2013 Cessation
Mr. Eknath Atmaram
Kshirsagar,
(00121824)
Resignation
06.11.2019
08.06.2012 Resignation
Mr. Harshan Kollara
02844650
Appointed on
28.01.2020
28.01.2020 Appointment
Mr. Shailesh Mehta
01633893
Appointed on
27.02.2020
27.02.2020 Appointment
Mr. B.N Raveendra Babu was redesignated as Non-Executive Director in board meeting dated
29th May 2020 wef 01st june 2020.
21
G. Following details regarding the Auditors of the Company.
(i) Details of the auditor of the Company.
Name Address Auditor since
Deloitte Haskins & Sells
LLP
Deloittee Centre , Anchorage III
100/2 Richmond Road , Bangaluru-5600125
Communication Address: First Floor,
Wilmont Park Business Centre, Warriam
Road, Kochi – 682 016.
18th August 2017
(ii) Details of change in auditor since last three years: S R Batliboi & Associates ceased to exist as auditor
of the Company since August 18, 2017(25th AGM)
Name Address Date of
Appointment /
Resignation
Auditor of the
Company
since ( in case
of resignation)
Remarks
M/S S.R Batliboi
and Associates
LLP,
Tidel Park,No4 Rajiv Gandhi
Salai, Taramani , Chennai
600113
Appointment -
31.07.2014
Exit on
18.08.2017
Nil
H. Details of borrowing of the Company, as on last quarter ended Secured Facilities
Sl
No
Date of
Availment
Lender's Name Type of
Facility
Amount
Sanctioned
(Rs in cr)
Amount
Outstanding
(Rs in cr)
Repayment
Date
Security
1 30-Jun-18 BAJAJ
FINANCE LTD
TERM
LOAN
6.25 6.25 30-Sep-20 Current Assets incl
Receivables
2 30-Jun-18 BAJAJ
FINANCE LTD
TERM
LOAN
6.25 6.25 31-Dec-20 Current Assets incl
Receivables
3 30-Jun-18 BAJAJ
FINANCE LTD
TERM
LOAN
6.25 6.25 31-Mar-21 Current Assets incl
Receivables
4 30-Jun-18 BAJAJ
FINANCE LTD
TERM
LOAN
6.25 6.25 30-Jun-21 Current Assets incl
Receivables
5 22-Nov-18 NABARD TERM
LOAN
75.00 75.00 31-Jul-20 Assignment of
Bookdebts-
Onlending to MFI's
& Vehicle Finance
at Priority Sector
22
6 22-Nov-18 NABARD TERM
LOAN
75.00 75.00 31-Jan-21 Assignment of
Bookdebts-
Onlending to MFI's
& Vehicle Finance
at Priority Sector
7 22-Nov-18 NABARD TERM
LOAN
75.00 75.00 31-Jul-21 Assignment of
Bookdebts-
Onlending to MFI's
& Vehicle Finance
at Priority Sector
8 22-Nov-18 NABARD TERM
LOAN
10.00 10.00 31-Jan-22 Assignment of
Bookdebts-
Onlending to MFI's
& Vehicle Finance
at Priority Sector
9 22-Nov-18 NABARD TERM
LOAN
10.00 10.00 31-Jul-22 Assignment of
Bookdebts-
Onlending to MFI's
& Vehicle Finance
at Priority Sector
10 22-Nov-18 NABARD TERM
LOAN
10.00 10.00 31-Jan-23 Assignment of
Bookdebts-
Onlending to MFI's
& Vehicle Finance
at Priority Sector
11 22-Nov-18 NABARD TERM
LOAN
10.00 10.00 31-Jul-23 Assignment of
Bookdebts-
Onlending to MFI's
& Vehicle Finance
at Priority Sector
12 22-Nov-18 NABARD TERM
LOAN
10.00 10.00 31-Jan-24 Assignment of
Bookdebts-
Onlending to MFI's
& Vehicle Finance
at Priority Sector
13 05-Mar-19 CSB TERM
LOAN
6.25 6.25 28-Jul-20 All current Assets
including book
debts and
receivables
14 05-Mar-19 CSB TERM
LOAN
6.25 6.25 28-Oct-20 All current Assets
including book
debts and
receivables
15 05-Mar-19 CSB TERM
LOAN
6.25 6.25 28-Jan-21 All current Assets
including book
debts and
receivables
16 05-Mar-19 CSB TERM
LOAN
6.25 6.25 28-Apr-21 All current Assets
including book
debts and
receivables
23
17 05-Mar-19 CSB TERM
LOAN
6.25 6.25 28-Jul-21 All current Assets
including book
debts and
receivables
18 05-Mar-19 CSB TERM
LOAN
6.25 6.25 28-Oct-21 All current Assets
including book
debts and
receivables
19 05-Mar-19 CSB TERM
LOAN
6.25 6.25 28-Jan-22 All current Assets
including book
debts and
receivables
20 22-Mar-19 NABARD TERM
LOAN
5.40 5.40 31-Jul-20 Assignment of
Bookdebts-
Onlending to MFI's
& Vehicle Finance
at Priority Sector
21 22-Mar-19 NABARD TERM
LOAN
5.40 5.40 31-Jan-21 Assignment of
Bookdebts-
Onlending to MFI's
& Vehicle Finance
at Priority Sector
22 22-Mar-19 NABARD TERM
LOAN
5.40 5.40 31-Jul-21 Assignment of
Bookdebts-
Onlending to MFI's
& Vehicle Finance
at Priority Sector
23 22-Mar-19 NABARD TERM
LOAN
5.40 5.40 31-Jan-22 Assignment of
Bookdebts-
Onlending to MFI's
& Vehicle Finance
at Priority Sector
24 22-Mar-19 NABARD TERM
LOAN
5.40 5.40 31-Jul-22 Assignment of
Bookdebts-
Onlending to MFI's
& Vehicle Finance
at Priority Sector
25 22-Mar-19 NABARD TERM
LOAN
5.40 5.40 31-Jan-23 Assignment of
Bookdebts-
Onlending to MFI's
& Vehicle Finance
at Priority Sector
26 22-Mar-19 NABARD TERM
LOAN
5.40 5.40 31-Jul-23 Assignment of
Bookdebts-
Onlending to MFI's
& Vehicle Finance
at Priority Sector
27 22-Mar-19 NABARD TERM
LOAN
5.40 5.40 31-Jan-24 Assignment of
Bookdebts-
Onlending to MFI's
& Vehicle Finance
at Priority Sector
24
28 22-Mar-19 NABARD TERM
LOAN
216.00 216.00 31-Jul-24 Assignment of
Bookdebts-
Onlending to MFI's
& Vehicle Finance
at Priority Sector
29 22-Mar-19 STATE BANK
OF INDIA TL
TERM
LOAN
25.00 25.00 22-Sep-20 Gold Loan
Receivables
including entire
Current Assets
30 22-Mar-19 STATE BANK
OF INDIA TL
TERM
LOAN
25.00 25.00 22-Dec-20 Gold Loan
Receivables
including entire
Current Assets
31 22-Mar-19 STATE BANK
OF INDIA TL
TERM
LOAN
25.00 25.00 22-Mar-21 Gold Loan
Receivables
including entire
Current Assets
32 22-Mar-19 STATE BANK
OF INDIA TL
TERM
LOAN
25.00 25.00 22-Jun-21 Gold Loan
Receivables
including entire
Current Assets
33 22-Mar-19 STATE BANK
OF INDIA TL
TERM
LOAN
25.00 25.00 22-Sep-21 Gold Loan
Receivables
including entire
Current Assets
34 22-Mar-19 STATE BANK
OF INDIA TL
TERM
LOAN
25.00 25.00 22-Dec-21 Gold Loan
Receivables
including entire
Current Assets
35 22-Mar-19 STATE BANK
OF INDIA TL
TERM
LOAN
25.00 25.00 22-Mar-22 Gold Loan
Receivables
including entire
Current Assets
36 04-Apr-19 BAJAJ
FINANCE LTD
TERM
LOAN
6.25 6.25 30-Sep-20 Current Assets incl
Receivables
37 04-Apr-19 BAJAJ
FINANCE LTD
TERM
LOAN
6.25 6.25 31-Dec-20 Current Assets incl
Receivables
38 04-Apr-19 BAJAJ
FINANCE LTD
TERM
LOAN
6.25 6.25 31-Mar-21 Current Assets incl
Receivables
39 04-Apr-19 BAJAJ
FINANCE LTD
TERM
LOAN
6.25 6.25 30-Jun-21 Current Assets incl
Receivables
40 04-Apr-19 BAJAJ
FINANCE LTD
TERM
LOAN
6.25 6.25 30-Sep-21 Current Assets incl
Receivables
41 04-Apr-19 BAJAJ
FINANCE LTD
TERM
LOAN
6.25 6.25 31-Dec-21 Current Assets incl
Receivables
42 04-Apr-19 BAJAJ
FINANCE LTD
TERM
LOAN
6.25 6.25 04-Apr-22 Current Assets incl
Receivables
25
43 05-Apr-19 RBL Bank TERM
LOAN
12.50 12.50 04-Jul-20 Current assets,
Book Debts & loans
and advances
including Gold
Loan Receivables
44 05-Apr-19 RBL Bank TERM
LOAN
12.50 12.50 04-Oct-20 Current assets,
Book Debts & loans
and advances
including Gold
Loan Receivables
45 05-Apr-19 RBL Bank TERM
LOAN
12.50 12.50 04-Jan-21 Current assets,
Book Debts & loans
and advances
including Gold
Loan Receivables
46 05-Apr-19 RBL Bank TERM
LOAN
12.50 12.50 04-Apr-21 Current assets,
Book Debts & loans
and advances
including Gold
Loan Receivables
47 05-Apr-19 RBL Bank TERM
LOAN
12.50 12.50 04-Jul-21 Current assets,
Book Debts & loans
and advances
including Gold
Loan Receivables
48 05-Apr-19 RBL Bank TERM
LOAN
12.50 12.50 04-Oct-21 Current assets,
Book Debts & loans
and advances
including Gold
Loan Receivables
49 05-Apr-19 RBL Bank TERM
LOAN
12.50 12.50 04-Jan-22 Current assets,
Book Debts & loans
and advances
including Gold
Loan Receivables
50 05-Apr-19 RBL Bank TERM
LOAN
12.50 12.50 04-Apr-22 Current assets,
Book Debts & loans
and advances
including Gold
Loan Receivables
51 02-May-
19
HDFC BANK -
BUILDING
LOAN
TERM
LOAN
BUILDING
3.69 3.69 07-Aug-20 Mumbai Corporate
Office
52 02-May-
19
HDFC BANK -
BUILDING
LOAN
TERM
LOAN
BUILDING
3.78 3.78 07-Nov-20 Mumbai Corporate
Office
53 02-May-
19
HDFC BANK -
BUILDING
LOAN
TERM
LOAN
BUILDING
3.87 3.87 07-Feb-21 Mumbai Corporate
Office
54 02-May-
19
HDFC BANK -
BUILDING
LOAN
TERM
LOAN
BUILDING
3.96 3.96 07-May-21 Mumbai Corporate
Office
26
55 02-May-
19
HDFC BANK -
BUILDING
LOAN
TERM
LOAN
BUILDING
4.06 4.06 07-Aug-21 Mumbai Corporate
Office
56 02-May-
19
HDFC BANK -
BUILDING
LOAN
TERM
LOAN
BUILDING
4.16 4.16 07-Nov-21 Mumbai Corporate
Office
57 02-May-
19
HDFC BANK -
BUILDING
LOAN
TERM
LOAN
BUILDING
4.26 4.26 07-Feb-22 Mumbai Corporate
Office
58 02-May-
19
HDFC BANK -
BUILDING
LOAN
TERM
LOAN
BUILDING
4.36 4.36 07-May-22 Mumbai Corporate
Office
59 02-May-
19
HDFC BANK -
BUILDING
LOAN
TERM
LOAN
BUILDING
4.47 4.47 07-Aug-22 Mumbai Corporate
Office
60 02-May-
19
HDFC BANK -
BUILDING
LOAN
TERM
LOAN
BUILDING
4.58 4.58 07-Nov-22 Mumbai Corporate
Office
61 02-May-
19
HDFC BANK -
BUILDING
LOAN
TERM
LOAN
BUILDING
4.69 4.69 07-Feb-23 Mumbai Corporate
Office
62 02-May-
19
HDFC BANK -
BUILDING
LOAN
TERM
LOAN
BUILDING
4.80 4.80 07-May-23 Mumbai Corporate
Office
63 02-May-
19
HDFC BANK -
BUILDING
LOAN
TERM
LOAN
BUILDING
4.92 4.92 07-Aug-23 Mumbai Corporate
Office
64 02-May-
19
HDFC BANK -
BUILDING
LOAN
TERM
LOAN
BUILDING
5.04 5.04 07-Nov-23 Mumbai Corporate
Office
65 02-May-
19
HDFC BANK -
BUILDING
LOAN
TERM
LOAN
BUILDING
5.16 5.16 07-Feb-24 Mumbai Corporate
Office
66 02-May-
19
HDFC BANK -
BUILDING
LOAN
TERM
LOAN
BUILDING
5.29 5.29 07-May-24 Mumbai Corporate
Office
67 07-Jun-19 ANDHRA
BANK MTL
TERM
LOAN
66.67 66.67 07-Dec-20 Gold loan and other
loan receivables and
the underlying
assets of the
company
68 07-Jun-19 ANDHRA
BANK MTL
TERM
LOAN
66.67 66.67 07-Jun-21 Gold loan and other
loan receivables and
the underlying
assets of the
company
27
69 07-Jun-19 ANDHRA
BANK MTL
TERM
LOAN
66.67 66.67 07-Dec-21 Gold loan and other
loan receivables and
the underlying
assets of the
company
70 07-Jun-19 ANDHRA
BANK MTL
TERM
LOAN
66.67 66.67 07-Jun-22 Gold loan and other
loan receivables and
the underlying
assets of the
company
71 25-Jun-19 IFC TERM
LOAN
240.00 240.00 26-Jun-22 Eligible receivables
of the company
72 29-Jun-19 FEDERAL
BANK
TERM
LOAN
50.00 50.00 28-Jun-21 Gold Loan
Receivables
including other
Current Assets
73 29-Jun-19 AXIS BANK
TERM LOAN
TERM
LOAN
9.09 9.09 30-Sep-20 Entire Current
Assets including
Gold Loan
receivables
74 29-Jun-19 AXIS BANK
TERM LOAN
TERM
LOAN
9.09 9.09 30-Dec-20 Entire Current
Assets including
Gold Loan
receivables
75 29-Jun-19 AXIS BANK
TERM LOAN
TERM
LOAN
9.09 9.09 30-Mar-21 Entire Current
Assets including
Gold Loan
receivables
76 29-Jun-19 AXIS BANK
TERM LOAN
TERM
LOAN
9.09 9.09 30-Jun-21 Entire Current
Assets including
Gold Loan
receivables
77 29-Jun-19 AXIS BANK
TERM LOAN
TERM
LOAN
9.09 9.09 30-Sep-21 Entire Current
Assets including
Gold Loan
receivables
78 29-Jun-19 AXIS BANK
TERM LOAN
TERM
LOAN
9.09 9.09 30-Dec-21 Entire Current
Assets including
Gold Loan
receivables
79 29-Jun-19 AXIS BANK
TERM LOAN
TERM
LOAN
9.09 9.09 30-Mar-22 Entire Current
Assets including
Gold Loan
receivables
80 29-Jun-19 AXIS BANK
TERM LOAN
TERM
LOAN
9.09 9.09 30-Jun-22 Entire Current
Assets including
Gold Loan
receivables
81 08-Jul-19 Kotak Mahindra TERM
LOAN
12.50 12.50 08-Jul-20 Current Assets
including Gold
Loan Receivables
28
82 08-Jul-19 Kotak Mahindra TERM
LOAN
12.50 12.50 08-Oct-20 Current Assets
including Gold
Loan Receivables
83 08-Jul-19 Kotak Mahindra TERM
LOAN
12.50 12.50 08-Jan-21 Current Assets
including Gold
Loan Receivables
84 08-Jul-19 Kotak Mahindra TERM
LOAN
12.50 12.50 08-Apr-21 Current Assets
including Gold
Loan Receivables
85 08-Jul-19 Kotak Mahindra TERM
LOAN
12.50 12.50 08-Jul-21 Current Assets
including Gold
Loan Receivables
86 25-Jul-19 RBL Bank TERM
LOAN -
ECB
97.57 97.57 22-Jul-22 Current assets,
Book Debts & loans
and advances
including Gold
Loan Receivables
87 23-Aug-19 INDUSIND
WCL
STL/WCDL 200.00 200.00 21-Aug-20 Receivables and all
Current Assets
88 27-Aug-19 SBI LIFE TERM
LOAN
33.33 33.33 27-Aug-20 Gold loan and other
loan receivables and
other current assets
of the company
89 27-Aug-19 SBI LIFE TERM
LOAN
33.33 33.33 27-Aug-21 Gold loan and other
loan receivables and
other current assets
of the company
90 27-Aug-19 SBI LIFE TERM
LOAN
33.33 33.33 27-Aug-22 Gold loan and other
loan receivables and
other current assets
of the company
91 18-Sep-19 PNB STL/WCDL 300.00 300.00 16-Sep-20 Current assets,
Book Debts &
Receivables
including Gold
Loan Receivables
92 19-Sep-19 PNB STL/WCDL 100.00 100.00 18-Sep-20 Current assets,
Book Debts &
Receivables
including Gold
Loan Receivables
93 23-Sep-19 PNB STL/WCDL 100.00 100.00 21-Sep-20 Current assets,
Book Debts &
Receivables
including Gold
Loan Receivables
94 24-Sep-19 PNB STL/WCDL 50.00 50.00 22-Sep-20 Current assets,
Book Debts &
Receivables
including Gold
Loan Receivables
29
95 26-Sep-19 UCO TERM
LOAN
TERM
LOAN
8.34 8.34 30-Sep-20 Gold and Other
Loan Receivables
and Other Current
Assets
96 26-Sep-19 UCO TERM
LOAN
TERM
LOAN
8.34 8.34 31-Dec-20 Gold and Other
Loan Receivables
and Other Current
Assets
97 26-Sep-19 UCO TERM
LOAN
TERM
LOAN
8.34 8.34 31-Mar-21 Gold and Other
Loan Receivables
and Other Current
Assets
98 30-Sep-19 UCO TERM
LOAN
TERM
LOAN
8.34 8.34 30-Jun-21 Gold and Other
Loan Receivables
and Other Current
Assets
99 30-Sep-19 UCO TERM
LOAN
TERM
LOAN
8.34 8.34 30-Sep-21 Gold and Other
Loan Receivables
and Other Current
Assets
100 30-Sep-19 UCO TERM
LOAN
TERM
LOAN
8.34 8.34 31-Dec-21 Gold and Other
Loan Receivables
and Other Current
Assets
101 30-Sep-19 UCO TERM
LOAN
TERM
LOAN
8.34 8.34 31-Mar-22 Gold and Other
Loan Receivables
and Other Current
Assets
102 30-Sep-19 UCO TERM
LOAN
TERM
LOAN
8.34 8.34 30-Jun-22 Gold and Other
Loan Receivables
and Other Current
Assets
103 30-Sep-19 UCO TERM
LOAN
TERM
LOAN
8.32 8.32 30-Sep-22 Gold and Other
Loan Receivables
and Other Current
Assets
104 30-Sep-19 PNB TERM
LOAN
TERM
LOAN
66.67 66.67 30-Jun-21 Current Assets of
the Company
105 30-Sep-19 PNB TERM
LOAN
TERM
LOAN
66.67 66.67 30-Sep-21 Current Assets of
the Company
106 30-Sep-19 PNB TERM
LOAN
TERM
LOAN
66.67 66.67 31-Dec-21 Current Assets of
the Company
107 30-Sep-19 PNB TERM
LOAN
TERM
LOAN
66.67 66.67 31-Mar-22 Current Assets of
the Company
108 30-Sep-19 PNB TERM
LOAN
TERM
LOAN
66.66 66.66 30-Jun-22 Current Assets of
the Company
109 30-Sep-19 PNB TERM
LOAN
TERM
LOAN
66.66 66.66 30-Sep-22 Current Assets of
the Company
30
110 30-Sep-19 OBC TERM
LOAN
12.50 12.50 30-Sep-20 Current assets,
Book Debts & loans
and advances
including Gold
Loan Receivables
111 30-Sep-19 OBC TERM
LOAN
12.50 12.50 31-Dec-20 Current assets,
Book Debts & loans
and advances
including Gold
Loan Receivables
112 30-Sep-19 OBC TERM
LOAN
12.50 12.50 31-Mar-21 Current assets,
Book Debts & loans
and advances
including Gold
Loan Receivables
113 30-Sep-19 OBC TERM
LOAN
12.50 12.50 30-Jun-21 Current assets,
Book Debts & loans
and advances
including Gold
Loan Receivables
114 30-Sep-19 OBC TERM
LOAN
12.50 12.50 30-Sep-21 Current assets,
Book Debts & loans
and advances
including Gold
Loan Receivables
115 30-Sep-19 OBC TERM
LOAN
12.50 12.50 31-Dec-21 Current assets,
Book Debts & loans
and advances
including Gold
Loan Receivables
116 30-Sep-19 OBC TERM
LOAN
12.50 12.50 31-Mar-22 Current assets,
Book Debts & loans
and advances
including Gold
Loan Receivables
117 30-Sep-19 OBC TERM
LOAN
12.50 12.50 30-Jun-22 Current assets,
Book Debts & loans
and advances
including Gold
Loan Receivables
118 30-Sep-19 OBC TERM
LOAN
12.50 12.50 30-Sep-22 Current assets,
Book Debts & loans
and advances
including Gold
Loan Receivables
119 30-Sep-19 OBC TERM
LOAN
12.50 12.50 31-Dec-22 Current assets,
Book Debts & loans
and advances
including Gold
Loan Receivables
31
120 30-Sep-19 OBC TERM
LOAN
12.50 12.50 31-Mar-23 Current assets,
Book Debts & loans
and advances
including Gold
Loan Receivables
121 30-Sep-19 OBC TERM
LOAN
12.50 12.50 30-Jun-23 Current assets,
Book Debts & loans
and advances
including Gold
Loan Receivables
122 30-Sep-19 OBC TERM
LOAN
12.50 12.50 30-Sep-23 Current assets,
Book Debts & loans
and advances
including Gold
Loan Receivables
123 30-Sep-19 DLB STL/WCDL 33.00 33.00 28-Sep-20 Entire current assets
including
receivables
124 03-Oct-19 OBC STL/WCDL 80.00 80.00 02-Oct-20 Current assets,
Book Debts & loans
and advances
including Gold
Loan Receivables
125 07-Nov-19 WOORI BANK
TERM LOAN
TERM
LOAN
4.17 4.17 07-Aug-20 Gold Loan & Other
Current Receivable
126 07-Nov-19 WOORI BANK
TERM LOAN
TERM
LOAN
4.17 4.17 06-Nov-20 Gold Loan & Other
Current Receivable
127 07-Nov-19 WOORI BANK
TERM LOAN
TERM
LOAN
4.17 4.17 05-Feb-21 Gold Loan & Other
Current Receivable
128 07-Nov-19 WOORI BANK
TERM LOAN
TERM
LOAN
4.17 4.17 07-May-21 Gold Loan & Other
Current Receivable
129 07-Nov-19 WOORI BANK
TERM LOAN
TERM
LOAN
4.17 4.17 06-Aug-21 Gold Loan & Other
Current Receivable
130 07-Nov-19 WOORI BANK
TERM LOAN
TERM
LOAN
4.17 4.17 05-Nov-21 Gold Loan & Other
Current Receivable
131 07-Nov-19 WOORI BANK
TERM LOAN
TERM
LOAN
4.17 4.17 07-Feb-22 Gold Loan & Other
Current Receivable
132 07-Nov-19 WOORI BANK
TERM LOAN
TERM
LOAN
4.17 4.17 06-May-22 Gold Loan & Other
Current Receivable
133 07-Nov-19 WOORI BANK
TERM LOAN
TERM
LOAN
4.17 4.17 05-Aug-22 Gold Loan & Other
Current Receivable
134 07-Nov-19 WOORI BANK
TERM LOAN
TERM
LOAN
4.17 4.17 07-Nov-22 Gold Loan & Other
Current Receivable
135 23-Dec-19 FEDERAL
BANK
STL/WCDL 145.00 145.00 22-Dec-20 Gold Loan
Receivables
including other
Current Assets
136 23-Dec-19 BAJAJ TERM 6.25 6.25 30-Sep-20 Current Assets incl
32
FINANCE LTD LOAN Receivables
137 23-Dec-19 BAJAJ
FINANCE LTD
TERM
LOAN
6.25 6.25 31-Dec-20 Current Assets incl
Receivables
138 23-Dec-19 BAJAJ
FINANCE LTD
TERM
LOAN
6.25 6.25 31-Mar-21 Current Assets incl
Receivables
139 23-Dec-19 BAJAJ
FINANCE LTD
TERM
LOAN
6.25 6.25 30-Jun-21 Current Assets incl
Receivables
140 23-Dec-19 BAJAJ
FINANCE LTD
TERM
LOAN
6.25 6.25 30-Sep-21 Current Assets incl
Receivables
141 23-Dec-19 BAJAJ
FINANCE LTD
TERM
LOAN
6.25 6.25 31-Dec-21 Current Assets incl
Receivables
142 23-Dec-19 BAJAJ
FINANCE LTD
TERM
LOAN
6.25 6.25 04-Apr-22 Current Assets incl
Receivables
143 23-Dec-19 BAJAJ
FINANCE LTD
TERM
LOAN
6.25 6.25 30-Jun-22 Current Assets incl
Receivables
144 23-Dec-19 BAJAJ
FINANCE LTD
TERM
LOAN
6.25 6.25 30-Sep-22 Current Assets incl
Receivables
145 23-Dec-19 BAJAJ
FINANCE LTD
TERM
LOAN
6.25 6.25 31-Dec-22 Current Assets incl
Receivables
146 31-Dec-19 AXIS BANK
TERM LOAN
TERM
LOAN
50.00 50.00 31-Dec-20 Entire Current
Assets including
Gold Loan
receivables
147 31-Dec-19 AXIS BANK
TERM LOAN
TERM
LOAN
50.00 50.00 30-Mar-21 Entire Current
Assets including
Gold Loan
receivables
148 31-Dec-19 AXIS BANK
TERM LOAN
TERM
LOAN
50.00 50.00 30-Jun-21 Entire Current
Assets including
Gold Loan
receivables
149 29-Feb-20 HDFC BANK STL/WCDL 175.00 175.00 26-Aug-20 Entire
Receivables/Current
Assets
150 19-Mar-20 HDFC BANK STL/WCDL 175.00 175.00 15-Sep-20 Entire
Receivables/Current
Assets
151 20-Mar-20 UNION BANK STL/WCDL 50.00 50.00 16-Sep-20 Current Assets incl
Gold Loan
Receivables
152 20-Mar-20 Kotak Mahindra STL/WCDL 100.00 100.00 15-Sep-20 Current Assets
including Gold
Loan Receivables
153 26-Mar-20 INDIAN BANK STL/WCDL 200.00 200.00 21-Sep-20 Current Assets of
the Company
including
Receivable
33
154 26-Mar-20 FEDERAL
BANK WCDL
STL/WCDL 50.00 50.00 26-Mar-21 Gold Loan
Receivables
including other
Current Assets
155 30-Mar-20 ALAHABAD
BANK TERM
LOAN
TERM
LOAN
25.00 25.00 30-Jun-21 Standard Loan
Receivable and
entire other current
asset
156 30-Mar-20 ALAHABAD
BANK TERM
LOAN
TERM
LOAN
25.00 25.00 30-Sep-21 Standard Loan
Receivable and
entire other current
asset
157 30-Mar-20 ALAHABAD
BANK TERM
LOAN
TERM
LOAN
25.00 25.00 31-Dec-21 Standard Loan
Receivable and
entire other current
asset
158 30-Mar-20 ALAHABAD
BANK TERM
LOAN
TERM
LOAN
25.00 25.00 31-Mar-22 Standard Loan
Receivable and
entire other current
asset
159 30-Mar-20 ALAHABAD
BANK TERM
LOAN
TERM
LOAN
25.00 25.00 30-Jun-22 Standard Loan
Receivable and
entire other current
asset
160 30-Mar-20 ALAHABAD
BANK TERM
LOAN
TERM
LOAN
25.00 25.00 30-Sep-22 Standard Loan
Receivable and
entire other current
asset
161 30-Mar-20 ALAHABAD
BANK TERM
LOAN
TERM
LOAN
25.00 25.00 31-Dec-22 Standard Loan
Receivable and
entire other current
asset
162 30-Mar-20 ALAHABAD
BANK TERM
LOAN
TERM
LOAN
25.00 25.00 31-Mar-23 Standard Loan
Receivable and
entire other current
asset
163 31-Mar-20 CORPORATION
BANK
STL/WCDL 250.00 250.00 27-Sep-20 On receivables of
Company
164 31-Mar-20 UNITED BANK STL/WCDL 50.00 50.00 27-Sep-20 Standard current
assets including
gold loan
receivables
165 31-Mar-20 CENTRAL
BANK TERM
LOAN
TERM
LOAN
20.83 20.83 30-Sep-20 Current assets,
Book Debts, Loans
advances and
receivables
including gold loan
receivable
34
166 31-Mar-20 CENTRAL
BANK TERM
LOAN
TERM
LOAN
20.83 20.83 31-Dec-20 Current assets,
Book Debts, Loans
advances and
receivables
including gold loan
receivable
167 31-Mar-20 CENTRAL
BANK TERM
LOAN
TERM
LOAN
20.83 20.83 31-Mar-21 Current assets,
Book Debts, Loans
advances and
receivables
including gold loan
receivable
168 31-Mar-20 CENTRAL
BANK TERM
LOAN
TERM
LOAN
20.83 20.83 30-Jun-21 Current assets,
Book Debts, Loans
advances and
receivables
including gold loan
receivable
169 31-Mar-20 CENTRAL
BANK TERM
LOAN
TERM
LOAN
20.83 20.83 30-Sep-21 Current assets,
Book Debts, Loans
advances and
receivables
including gold loan
receivable
170 31-Mar-20 CENTRAL
BANK TERM
LOAN
TERM
LOAN
20.83 20.83 31-Dec-21 Current assets,
Book Debts, Loans
advances and
receivables
including gold loan
receivable
171 31-Mar-20 CENTRAL
BANK TERM
LOAN
TERM
LOAN
20.83 20.83 31-Mar-22 Current assets,
Book Debts, Loans
advances and
receivables
including gold loan
receivable
172 31-Mar-20 CENTRAL
BANK TERM
LOAN
TERM
LOAN
20.83 20.83 30-Jun-22 Current assets,
Book Debts, Loans
advances and
receivables
including gold loan
receivable
173 06-Apr-20 UNION BANK STL/WCDL 150.00 150.00 03-Oct-20 Current Assets incl
Gold Loan
Receivables
174 09-Apr-20 UNION BANK STL/WCDL 150.00 150.00 06-Oct-20 Current Assets incl
Gold Loan
Receivables
175 20-Apr-20 IDBI BANK STL/WCDL 100.00 100.00 17-Oct-20 Gold Loans and
other current assets
176 22-Apr-20 IDBI BANK STL/WCDL 100.00 100.00 19-Oct-20 Gold Loans and
other current assets
35
177 24-Apr-20 CORPORATION
BANK
STL/WCDL 250.00 250.00 21-Oct-20 On receivables of
Company
178 27-Apr-20 SYNDICATE
BANK
STL/WCDL 200.00 200.00 24-Oct-20 Gold Loan
Receivables & all
other Current
Assets of the
Company
179 28-Apr-20 SYNDICATE
BANK
STL/WCDL 200.00 200.00 25-Oct-20 Gold Loan
Receivables & all
other Current
Assets of the
Company
180 28-Apr-20 AXIS BANK STL/WCDL 75.00 75.00 25-Oct-20 On entire Current
Assets of the
Company
181 28-Apr-20 KVB WCL STL/WCDL 100.00 100.00 24-Oct-20 Gold Loan
Receivables & other
Current Assets
182 04-May-
20
STATE BANK
OF INDIA
STL/WCDL 100 100 03-Nov-20 Gold Loan
Receivables
including entire
Current Assets
183 06-May-
20
STATE BANK
OF INDIA
STL/WCDL 150 150 04-Feb-21 Gold Loan
Receivables
including entire
Current Assets
184 08-May-
20
STATE BANK
OF INDIA
STL/WCDL 150 150 05-Feb-21 Gold Loan
Receivables
including entire
Current Assets
185 20-May-
20
ICICI BANK STL/WCDL 200 200 16-Nov-20 Current assets,
Book Debts &
Receivables
including Gold
Loan Receivables
186 26-May-
20
ICICI BANK STL/WCDL 145 145 22-Nov-20 Current assets,
Book Debts &
Receivables
including Gold
Loan Receivables
187 20-May-
20
STATE BANK
OF INDIA
STL/WCDL 150 150 19-Nov-20 Gold Loan
Receivables
including entire
Current Assets
188 29-May-
20
STATE BANK
OF INDIA
STL/WCDL 200 200 21-Nov-20 Gold Loan
Receivables
including entire
Current Assets
189 29-May-
20
QATAR
NATIONAL
BANK
STL/WCDL 23 23 26-Aug-20 Entire
Receivables/Current
Assets
36
190 22-May-
20
KARNATAKA
BANK
TERM
LOAN
9.1 9.1 22-Aug-20 Receivables and
loans and advances
191 22-May-
20
KARNATAKA
BANK
TERM
LOAN
9.1 9.1 22-Nov-20 Receivables and
loans and advances
192 22-May-
20
KARNATAKA
BANK
TERM
LOAN
9.1 9.1 22-Feb-21 Receivables and
loans and advances
193 22-May-
20
KARNATAKA
BANK
TERM
LOAN
9.1 9.1 22-May-21 Receivables and
loans and advances
194 22-May-
20
KARNATAKA
BANK
TERM
LOAN
9.1 9.1 22-Aug-21 Receivables and
loans and advances
195 22-May-
20
KARNATAKA
BANK
TERM
LOAN
9.1 9.1 22-Nov-21 Receivables and
loans and advances
196 22-May-
20
KARNATAKA
BANK
TERM
LOAN
9.1 9.1 22-Feb-22 Receivables and
loans and advances
197 22-May-
20
KARNATAKA
BANK
TERM
LOAN
9.1 9.1 22-May-22 Receivables and
loans and advances
198 22-May-
20
KARNATAKA
BANK
TERM
LOAN
9.1 9.1 22-Aug-22 Receivables and
loans and advances
199 22-May-
20
KARNATAKA
BANK
TERM
LOAN
9.1 9.1 22-Nov-22 Receivables and
loans and advances
200 22-May-
20
KARNATAKA
BANK
TERM
LOAN
9 9 22-Feb-23 Receivables and
loans and advances
201 03-Jun-20 AXIS BANK STL/WCDL 125 125 30-Nov-20 On entire Current
Assets of the
Company
202 09-Jun-20 IDBI BANK STL/WCDL 70 70 04-Dec-20 Gold Loans and
other current assets
203 12-Jun-20 UCO TERM
LOAN
TERM
LOAN
16.67 16.67 30-Sep-20 Gold and Other
Loan Receivables
and Other Current
Assets
204 12-Jun-20 UCO TERM
LOAN
TERM
LOAN
16.67 16.67 31-Dec-20 Gold and Other
Loan Receivables
and Other Current
Assets
205 12-Jun-20 UCO TERM
LOAN
TERM
LOAN
16.67 16.67 31-Mar-21 Gold and Other
Loan Receivables
and Other Current
Assets
206 12-Jun-20 UCO TERM
LOAN
TERM
LOAN
16.67 16.67 30-Jun-21 Gold and Other
Loan Receivables
and Other Current
Assets
207 12-Jun-20 UCO TERM
LOAN
TERM
LOAN
16.67 16.67 30-Sep-21 Gold and Other
Loan Receivables
and Other Current
Assets
37
208 12-Jun-20 UCO TERM
LOAN
TERM
LOAN
16.67 16.67 31-Dec-21 Gold and Other
Loan Receivables
and Other Current
Assets
209 12-Jun-20 UCO TERM
LOAN
TERM
LOAN
16.67 16.67 31-Mar-22 Gold and Other
Loan Receivables
and Other Current
Assets
210 12-Jun-20 UCO TERM
LOAN
TERM
LOAN
16.67 16.67 30-Jun-22 Gold and Other
Loan Receivables
and Other Current
Assets
211 12-Jun-20 UCO TERM
LOAN
TERM
LOAN
16.67 16.67 30-Sep-22 Gold and Other
Loan Receivables
and Other Current
Assets
212 12-Jun-20 UCO TERM
LOAN
TERM
LOAN
16.67 16.67 31-Dec-22 Gold and Other
Loan Receivables
and Other Current
Assets
213 12-Jun-20 UCO TERM
LOAN
TERM
LOAN
16.67 16.67 31-Mar-23 Gold and Other
Loan Receivables
and Other Current
Assets
214 12-Jun-20 UCO TERM
LOAN
TERM
LOAN
16.63 16.63 30-Jun-23 Gold and Other
Loan Receivables
and Other Current
Assets
215 17-Jun-20 SOUTH
INDIAN BANK
STL/WCDL 65.00 65.00 14-Dec-20 Loan Receivables,
Book Debts &
Other Current
Assets
216 16-Jun-20 SYNDICATE
BANK
STL/WCDL 100.00 100.00 12-Dec-20 Gold Loan
Receivables & all
other Current
Assets of the
Company
217 17-Jun-20 ANDHRA
BANK STL
STL/WCDL 120 120 15-Sep-20 Gold loan and other
loan receivables and
the underlying
assets of the
company
218 17-Jun-20 Kotak Mahindra STL/WCDL 100 100 14-Sep-20 Current Assets
including Gold
Loan Receivables
219 20-Jun-20 AXIS BANK STL/WCDL 50 50 15-Dec-20 On entire Current
Assets of the
Company
220 23-Jun-20 VIJAYA BANK
- NOW BOB
STL/WCDL 150 150 20-Dec-20 Entire Current
Assets including
Gold Loan
receivables
38
221 23-Jun-20 HDFC BANK STL/WCDL 100 100 20-Dec-20 Entire
Receivables/Current
Assets
222 25-Jun-20 SOUTH
INDIAN BANK
STL/WCDL 25 25 22-Dec-20 Loan Receivables,
Book Debts &
Other Current
Assets
223 25-Jun-20 SYNDICATE
BANK
STL/WCDL 100 100 21-Dec-20 Gold Loan
Receivables & all
other Current
Assets of the
Company
224 29-Jun-20 SYNDICATE
BANK
STL/WCDL 150 150 25-Dec-20 Gold Loan
Receivables & all
other Current
Assets of the
Company
225 29-Jun-20 HDFC BANK STL/WCDL 100 100 26-Dec-20 Entire
Receivables/Current
Assets
226 29-Jun-20 FEDERAL
BANK WCDL
STL/WCDL 90 90 29-Jun-21 Gold Loan
Receivables
including other
Current Assets
227 30-Jun-20 UNION BANK STL/WCDL 100 100 27-Dec-20 Current Assets incl
Gold Loan
Receivables
228 30-Jun-20 INDUSIND TL TERM
LOAN
200 200 29-Jun-22 Receivables and all
Current Assets
229 Cash
Credit
AXIS BANK CASH
CREDIT
50.00 4.85 Cash Credit On entire Current
Assets of the
Company
230 Cash
Credit
ICICI BANK CASH
CREDIT
5.00 0.00 Cash Credit Current assets,
Book Debts &
Receivables
including Gold
Loan Receivables
231 Cash
Credit
UNION BANK CASH
CREDIT
150.00 143.28 Cash Credit Current Assets incl
Gold Loan
Receivables
232 Cash
Credit
ANDHRA
BANK
CASH
CREDIT
80.00 4.80 Cash Credit Gold loan and other
loan receivables and
the underlying
assets of the
company
233 Cash
Credit
PUNJAB
NATIONAL
BANK
CASH
CREDIT/BG
50.00 22.23 Cash Credit Current assets,
Book Debts &
Receivables
including Gold
Loan Receivables
39
234 Cash
Credit
ORIENTAL
BANK OF
COMMERCE
CASH
CREDIT
80.00 76.34 Cash Credit Current assets,
Book Debts & loans
and advances
including Gold
Loan Receivables
235 Cash
Credit
BANK OF
BARODA (
VIJAYA BANK
)
CASH
CREDIT
50.00 46.34 Cash Credit Entire Current
Assets including
Gold Loan
receivables
236 Cash
Credit
IDBI BANK CASH
CREDIT/BG
180.00 171.83 Cash Credit Gold Loans and
other current assets
237 Cash
Credit
SOUTH
INDIAN BANK
CASH
CREDIT
10.00 6.77 Cash Credit Loan Receivables,
Book Debts &
Other Current
Assets
238 Cash
Credit
CANARA
BANK
CASH
CREDIT
100.00 71.01 Cash Credit Entire Current
Assets including
Assets receivables
239 Cash
Credit
FEDERAL
BANK
CASH
CREDIT
5.00 4.35 Cash Credit Gold Loan
Receivables
including other
Current Assets
240 Cash
Credit
STATE BANK
OF INDIA
CASH
CREDIT
475.00 439.66 Cash Credit Entire current assets
including
receivables
241 Cash
Credit
DLB CASH
CREDIT
1.00 0.47 Cash Credit Entire current assets
including
receivables
242 Cash
Credit
YES BANK CASH
CREDIT
30.00 - Cash Credit Current Assets,
Book Debts &
Receivables
(i) Details of Unsecured Loan Facilities: -
Loan
Date
Lenders Name ledger
Code
Loan
Amount/Oustanding
Int
Rate
Maturity
Date
Type Of Facility
12-Sep-19
IBM India Pvt Ltd.
40602 1,42,30,324.06 7.91% 1-Jul-20 Unsecured Loan Refinancing
9-Dec-19 IBM India Pvt Ltd.
40602 1,55,23,574.26 7.75% 1-Jul-20 Unsecured Loan Refinancing
9-Dec-19 IBM India Pvt Ltd.
40602 1,58,59,358.84 7.75% 1-Oct-20 Unsecured Loan Refinancing
5-Apr-20 IBM India Pvt Ltd.
40602 1,68,00,890.49 7.75% 1-May-20
Unsecured Loan Refinancing
5-Apr-20 IBM India Pvt Ltd.
40602 1,57,10,992.39 7.75% 1-Aug-20
Unsecured Loan Refinancing
40
5-Apr-20 IBM India Pvt Ltd.
40602 1,60,71,307.79 7.75% 1-Oct-20 Unsecured Loan Refinancing
5-Apr-20 IBM India Pvt Ltd.
40602 1,64,39,886.65 7.75% 1-Feb-21 Unsecured Loan Refinancing
19-06-20 IBM India Pvt Ltd.
40602 92,92,639.20 7.75% 1-Jul-20 Unsecured Loan Refinancing
19-06-20 IBM India Pvt Ltd.
40602 92,92,639.20 7.75% 1-Oct-20 Unsecured Loan Refinancing
19-06-20 IBM India Pvt Ltd.
40602 92,92,639.20 7.75% 10-Jan-21
Unsecured Loan Refinancing
19-06-20 IBM India Pvt Ltd.
40602 92,92,639.20 7.75% 1-Apr-21 Unsecured Loan Refinancing
DETAILS OF COMMERCIAL PAPER
Date of Maturity Maturity Amount (Rs in cr)
30-Sep-19 25.00
13-Nov-19 100.00
23-Apr-20 250.00
23-Apr-20 250.00
27-Apr-20 100.00
15-May-20 250.00
15-May-20 25.00
18-May-20 250.00
20-May-20 250.00
16-Jun-20 100.00
16-Jun-20 150.00
1,750.00
(ii) Details of non-convertible debentures (“NCDs”) ( Institutional NCDs - listed) -
Debenture
Series/ISIN
Period of
Maturity
Coupon Amount Date of
Allotment
Redempti
on Date/
Schedule
Credit
Rating
(at time
of
allotment
)
Secured
/
unsecur
ed
Security
INE522D07AD0 3 years 8.80% 200
crores
30.10.2017 30.10.2020 AA-
CRISIL
Secured first ranking
pari passu
charge by
way of
hypothecation
over present
41
Debenture
Series/ISIN
Period of
Maturity
Coupon Amount Date of
Allotment
Redempti
on Date/
Schedule
Credit
Rating
(at time
of
allotment
)
Secured
/
unsecur
ed
Security
and future
gold loan
receivables of
the Company
INE522D07AE8 1, 2 and 3
years
IDFC
Bank 3
months
MCLR
plus
spread as
reset on
coupon
reset
date9.50%
(XIRR)
which
translates
to
approx..
9.11% on
monthly
reset basis
199.50
Cr
29.06.2018 29.06.2019
,
29.06.2020
,29.06.2021
CRISIL
AA-
Secured first ranking
pari passu
charge by
way of
hypothecation
over present
and future
gold loan
receivables of
the Company
INE522D07AF5 1, 2 and 3
years
IDFC
Bank 3
months
MCLR
plus
spread as
reset on
coupon
reset
date9.50%
(XIRR)
which
translates
to
approx..
9.11% on
monthly
reset basis
50.5 Cr 31.07.2018 31.07.2019
,
31.07.2020.
31.07.2021
CRISIL
AA-
Secured first ranking
pari passu
charge by
way of
hypothecation
over present
and future
gold loan
receivables of
the Company
INE522D07BB2 3 years 10.50% Rs. 215
Cr.
27th Sep
2019
27th Sep
2022
CRISIL
AA/Stable
Secured ranking pari
passu charge
on the present
and future
receivables of
Company
INE522D07BC0 3 years 9.75% Rs.250
Cr
07th Nov
2019
07th Nov
2022
CRISIL
AA/Stable
Secured ranking pari
passu charge
on the present
and future
42
Debenture
Series/ISIN
Period of
Maturity
Coupon Amount Date of
Allotment
Redempti
on Date/
Schedule
Credit
Rating
(at time
of
allotment
)
Secured
/
unsecur
ed
Security
receivables of
Company
INE522D07BD8 3 years 9.75% 200
Crores
18th Nov
2019
18th Nov
2022
CRISIL
AA/Stable
Secured ranking pari
passu charge
on the present
and future
receivables of
Company
INE522D07BE6 2 years 9.75% 350
Crores
31st Dec
2019
31st Dec
2021
CRISIL
AA/STAB
LE
Secured ranking pari
passu charge
on the present
and future
receivables of
Company
INE522D07BH9 3 years 9.25% 200
crores
27th March
2020
27th March
2023
CRISIL/
AA/Stable
Secured ranking pari
passu charge
on receivables
INE522D07BI7 3 years 9% 100
crores
08th May
2020
08th May
2023
CARE
AA/Stable
Secured ranking pari
passu charge
on receivables
INE522D07BJ5 3 years 9.10% 500
crores
01st June
2020
01st June
2023
CARE
AA/Stable
Secured ranking pari
passu charge
on receivables
INE522D07BK3 18 months 8.75% 250
crores
12th June
2020
12th
December2
021
CARE
AA/Stable
Secured ranking pari
passu charge
on receivables
INE522D07BL1 18 months 8.75 150
crores
23rd June
2020
23rd
December
2021
CRISIL
AA/Stable
Secured ranking pari
passu charge
on receivables
The public issue NCDs are secured by mortgage over the immovable property of the Company
and on current assets, book debts, receivables as described in relevant Debenture Trust Deed.
The retail NCDs are secured by the Gold loan receivables of the Company as detailed in the
relevant debenture trust.
(iii) List of Top 10 Debenture Holders (last quarter ended)
SL NO
NAME NCDs TOT AMT BOPAN
1 STATE BANK OF INDIA 5000 5000000000.00 AAACS8577K
2 ADITYA BIRLA SUN LIFE TRUSTEE PRIVATE LIMITED A/C ADITYA BIRLA SUN LIFE L DURATION FUND 4550 4550000000.00 AAATB0102C
3 SBI EQUITY HYBRID FUND 4500 4500000000.00 AABTS6407Q
4 UNION BANK OF INDIA 4000 4000000000.00 AAACU0564G
5 ICICI PRUDENTIAL BALANCED ADVANTAGE FUND 3650 3650000000.00 AAAAI0038F
6 HDFC TRUSTEE COMPANY LTD A/C HDFC FLOATING RATE DEBT FUND 3000 3000000000.00 AAATH1809A
43
7 IDFC FIRST BANK LIMITED 2500 2500000000.00 AADCI6523Q
8 CENTRAL BANK OF INDIA 2500 2500000000.00 AAACC2498P
9 KOTAK SAVINGS FUND 2000 2000000000.00 AAATK4475F
10 RELIANCE CAPITAL TRUSTEE CO LTD-A/C NIPPON INDIA SHORT TERM FUND 1700 1700000000.00 AAATR0090B
(iv) The amount of corporate guarantee issued by the Issuer along with name of the counterparty (like
name of the subsidiary, joint venture entity, group company, etc) on behalf of whom it has been
issued- Nil
(v) Details of Commercial Papers:- The total face value of Commercial Papers Outstanding as on the latest
quarter end and its breakup in following table:-
Date of Maturity Maturity Amount (Rs in cr)
30-Sep-19 25.00
13-Nov-19 100.00
23-Apr-20 250.00
23-Apr-20 250.00
27-Apr-20 100.00
15-May-20 250.00
15-May-20 25.00
18-May-20 250.00
20-May-20 250.00
16-Jun-20 100.00
16-Jun-20 150.00
1,750.00
(vi) Details of rest of the borrowing ( if any including hybrid debt like foreign currency convertible bonds,
optionally convertible debentures /preference shares )-
USD Bond:
Date of
Availm
ent
NAME(Hedg
ing Bank)
LED
GER
COD
E
TYPE Hedg
ing
Type
Amount
Availed
USD
Conver
sion
Rate
INR
Amount INR Rate Rate
(all
cost)
Teno
r
Matur
ity
date
14-Jan-
20
Federal Bank 41309 USD
Bond
Swap
5,00,00,00
0
70.96
3,54,80,00,000
11.4
5%
11.8
0%
1095 13-Jan-
23
14-Jan-
20
RBL Bank 41309 USD
Bond
Swap
5,00,00,00
70.96
3,54,80,00,000
11.4
5%
11.8
0%
1095 13-Jan-
23
44
0
14-Jan-
20
State Bank of
India
41309 USD
Bond
Swap
5,00,00,00
0
70.96
3,54,80,00,000
11.4
5%
11.8
0%
1095 13-Jan-
23
14-Jan-
20
State Bank of
India
41309 USD
Bond
Forw
ard
15,00,00,0
00
70.96
10,64,40,00,00
0
11.3
8%
11.8
0%
1095 13-Jan-
23
(vii) 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
Company, in the past 5 years.- Nil
(viii) 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. - The Company has not issued any debentures for consideration other than cash.
I. Details of Promoters and Promoter Group of the Company as on latest quarter end .
Sr.
No.
Name of
Shareholder
Total
No.
equity
shares
Sharehold
ing %
calculated
as per
SCRR,
1957 As a
% of
(A+B+C2)
No. of
Shares
Underlyin
g
Outstandi
ng
convertibl
e
securities
(including
Warrants)
Shareholding ,
as a %
assuming full
conversion of
convertible
securities ( as a
percentage of
diluted share
capital)
Shares Pledged of
otherwise
encumbered
Number
of equity
shares
held in
demateri
alized
form
No. (a) As a % of
total
shares
held
(b)
1 NANDAKUM
AR V P
2436721
71
28.831 0 28.831 5000000 2.052 2436721
71
2 SUSHAMA
NANDAKUM
AR
4800107
8
5.679 0 5.679 0 0 4800107
8
3 JYOTHI 4462165 0.528 0 0.528 0 0 4462165
4 SUHAS
NANDAN
17051 0.002 0 0.002 0 0 17051
5 SUMITHA
JAYASANKA
R
0 0 0 0 0 0 0
45
Sr.
No.
Name of
Shareholder
Total
No.
equity
shares
Sharehold
ing %
calculated
as per
SCRR,
1957 As a
% of
(A+B+C2)
No. of
Shares
Underlyin
g
Outstandi
ng
convertibl
e
securities
(including
Warrants)
Shareholding ,
as a %
assuming full
conversion of
convertible
securities ( as a
percentage of
diluted share
capital)
Shares Pledged of
otherwise
encumbered
Number
of equity
shares
held in
demateri
alized
form
6 SOORAJ
NANDAN
3674 0 0 0 0 0 3674
7 SHELLY
EKALAVIAN
0 0 0 0 0 0 0
J. Abridged Version of Audited Consolidated (wherever available) and Standalone Financial Information (
like profit & loss statement, balance sheet and cash flow statement) for at least last three years and auditor
qualifications, if any: . Concerned Details are part of the enclosed 3 years finacials set
K. Abridged Version of Latest Audited / Limited Review Half Yearly Consolidated (wherever available) and
Standalone Financial Information (like profit & loss statement, and balance sheet) and Auditors
Qualifications, If Any – Concerned Details are part of the enclosed 3 years finacials set
L. 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 invest / continue to invest in the debt securities:
The Issuer hereby declares that there has been no material event, development or change at the time of issue which
may affect the issue or the investor’s decision to invest/ continue to invest in the debt securities of the Issuer.
M. NAME OF DEBENTURE TRUSTEE
The Company has appointed Catalyst Trusteeship Limited (formerly known as GDA Trusteeship Limited) a SEBI
approved entity as the agent and trustees for and on behalf of the Debenture holders. The address and contact
details of the Debenture Trustee are as under:
CATALYST TRUSTEESHIP LIMITED (formerly known as GDA Trusteeship Limited)
Address: GDA House, Plot No.85, Bhusari
Colony (Right), Paud Road, Pune – 411038
Branch office at Office No. 83-87, 8th floor,
Mittal Tower, B Wing, Nariman Point,
Mumbai - 400021
Tel No: +91 020-25280081
Fax No: +91 020-25280275
Email address: [email protected]
Website www.catalysttrustee.com
46
The Catalyst Trusteeship Limited (formerly known as GDA Trusteeship Limited) has given its consent to be
appointed as the Debenture Trustee to this Issue.
Role and Responsibilities of Debenture Trustee
The Company will enter into a Debenture Trustee Agreement/Debenture Trust Deed, inter-alia, specifying
the powers, authorities and obligations of the Company and the Trustees in respect of the Debentures.
The Debenture holders shall, without any further act or deed, be deemed to have irrevocably given their consent to
and authorized the trustees or any of their Agents or authorized officials to do, inter alia, all such 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 Disclosure Documents. All rights and remedies under the Debenture Trust Deed and/or other
Transaction Documents shall rest in and be exercised by the Trustees without having it referred to the Debenture
holders. Any payment made by the Company to the Trustees on behalf of the Debenture Holder(S) shall discharge
the Company pro tanto to the Debenture holder(s).
N. Rating Rationale and Credit Rating Letter adopted by Rating Agencies
CRISIL AA Stable
Instruments with this rating are considered to have high degree of safety regarding timely servicing of financial
obligations. Such instruments carry low credit risk.
CRISIL has issued the rating rationale .
The rating letter and rationale are enclosed as Annexure III of this Disclosure Document
The above ratings are not a recommendation to buy, sell or hold securities and investors should take their own
decision. The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and
each rating should be evaluated independently of any other rating. The ratings obtained are subject to revision at
any point of time in future. The rating agencies have the right to suspend, withdraw the rating at any time on the
basis of new information etc.
O. Details/Copy of Guarantee Letter or Letter of Comfort or Any Other Document / Letter with Similar
Intent, If Any
Not Applicable
P. Consent Letter from the Trustee
The consent letter of Trustee enclosed as Annexure IV of this Disclosure Document.
Q. NAMES OF ALL THE RECOGNISED STOCK EXCHANGES WHERE THE DEBT SECURITIES ARE
PROPOSED TO BE LISTED.
The Debentures are proposed to be listed on the WDM segment of the BSE Limited. BSE Limited shall be the
Designated Stock Exchange in accordance with Securities and Exchange Board of India (Issue and Listing of Debt
Securities) Regulations, 2008.
The Company shall forward the listing application to the BSE within the 15 days from the Deemed Date of
Allotment(s).
In case of delay in listing of the debt securities beyond 20 days from the Deemed Date of Allotment(s), the
Company will pay penal interest of 1 % p.a. over the coupon rate/effective yield rate from the expiry of 30 days
from the Deemed Date of Allotment till the date of listing of such Debentures, to the investor.
47
R. OTHER DETAILS
Debenture Redemption Reserve (DRR)
Debenture Redemption Reserve is not required to be created for issue of privately placed debentures by
NBFCs/registered with Reserve Bank of India.
The Company also undertakes that, if there is any further guidelines are formulated (or modified or revised) by the
Central Government or any other authority in respect of creation of Debenture Redemption Reserve the Company
shall abide by such guidelines.
S. Issue/Instrument Specific Regulations - Relevant Details (Companies Act, RBI Guidelines, etc.)
(i) ISSUE DETAILS
Rated, listed, secured, non-convertible debentures to be issued in dematerialized form on a private
placement basis for issue of rated, listed, secured, non-convertible debentures having face value of Rs.
10 lakh each to be issued in dematerialized form (“Debentures”) for cash at par for an amount of Rs. 10
crores as base issue with an option to retain oversubscription of Rs.340 crores aggregating to Rs.350
crores
AUTHORITY FOR THE PLACEMENT
This private placement of Debentures is being made pursuant to the resolution of the Board of Directors
passed at its meeting held on March 19, 2020 approved the placement of Debentures aggregating to Rs.
4500 crores (Four Thousand Five Hundred Crores) . The present Issue is within the general borrowing
limits in terms of the resolution passed on August 28, 2020 under Section 180(1)(c) of the Act. giving
their consent to the borrowing by the Directors of the Company from time to time not exceeding the paid
up share capital of the Company and its free reserves, that is to say, reserves not set apart for any specific
purpose, provided that the total amount up to which monies may be borrowed by the Board of Directors
shall not exceed the sum of Rs. 30,000,00,00,000 (Rupees Thirty Thousand crores).
The Company can carry on its existing activities and future activities planned by it in view of the existing
approvals, and no further approvals from any government authority are required by the Company to carry
on its said activities.
(ii) UTILIZATION OF THE ISSUE PROCEEDS
The proceeds of the Issue will not be used for any specific project and shall be utilized for: (i) the general
corporate purposes of the Issuer including repayment of existing debt; and (ii) for onward-lending in the
regular course of business. The net proceeds from the Issue shall not be used in contravention of the RBI
guidelines applicable to NBFCs including any policy applicable to banks on investment in NBFCs.
No part of the proceeds of the Debentures would be utilized by the Issuer directly or indirectly towards
capital markets and real estate purposes. Hence the subscription to the current Debentures issue would
not be considered /treated as a capital market exposure.
The expenses of the present issue would also be met from the proceeds of the Issue. The main object
clause of the MoA of the Company enables it 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.
The proceeds of this Issue after meeting all expenses of the Issue will be used by the Company for
meeting issue objects.
48
(iii) DEBENTURES IN DEMATERIALIZED FORM
The Company has made depository arrangements with National Securities Depository Limited (NSDL) /
Central Depository Services (India) Limited (CDSL) for issuance of the Debentures in dematerialized
form. The investor has to necessarily hold the Debentures in dematerialized form and deal with the same
as per the provisions of the Depositories Act, the regulations made thereunder and the rules, regulations
and the byelaws of NSDL or CDSL, as the case may be (as amended from time to time). The normal
procedures 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.
Applicants to mention their DP’s name, DP identification number and beneficiary account number/client
id in the appropriate place in the application form.
Interest or other benefits with respect to the Debentures would be paid to those Debenture Holders whose
names appear on the list of beneficial owners given by the Depositories to the Issuer as on a record
date/book closure date. The Issuer would keep in abeyance the payment of interest or other benefits, till
such time that the beneficial owner is identified by the Depository and informed to the Issuer where upon
the interest/benefits will be paid to the beneficiaries within a period of 30 days.
RIGHT TO FURTHER ISSUE THE DEBENTURES
Company reserves right to make multiple issuances under the same ISIN with reference to SEBI Circular
CIR/IMD/DF-1/ 67 /2017 dated June 30, 2017 and SEBI Circular CIR/DDHS/P/59/2018 dated March 28,
2018.
Issue can be made either by way of creation of fresh ISIN or by way of issuance under the existing ISIN at
premium /par/discount as the case may be in line with SEBI Circular CIR/IMD/DF-1/ 67 /2017 dated June
30, 2017 and SEBI Circular CIR/DDHS/P/59/2018 dated March 28, 2018.
(iv) TRANSFER OF DEBENTURES
Debentures shall be transferred subject to and in accordance with the Depositories Act, the regulations
made thereunder and the rules, regulations and the byelaws of NSDL or CDSL, as the case may be (as
amended from time to time) and any other applicable laws and rules notified in respect thereof. 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.
Transfer of the Debentures to and from NRIs/ OCBs, in case they seek to hold the Debentures and are
eligible to do so, will be governed by the then prevailing guidelines of RBI. 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 records of the
Depository. In such cases, claims, if any, by the transferee(s) would need to be settled with the
transferor(s) and not with the Company.
49
(v) DISPUTES AND GOVERNING LAW
The Debentures shall be construed to be governed in accordance with Indian Law. The courts of Mumbai
alone shall have jurisdiction in connection with any matter arising out of or under these precincts.
Over and above the aforesaid terms and conditions, the said Debentures shall be further subject to the
terms and conditions specified in the Debentures to be issued to the Allottees, the Debenture Trust Deed
and the other Transaction Documents.
(vi) APPLICATION PROCESS:
(a) How to Apply
The Issue will open on the Issue Opening Date and close on the Issue Closing Date (both days
inclusive) as stated herein below. Potential investors who wish to invest in the Issue are
requested to submit an application for the Debentures with all the accompanying documents and
the application money at any time starting from the issue opening date and up to the issue
closing date.
The Company shall pay interest on the application money at the rate to be set out herein. On the
Issue Closing Date, the cut-off time for submitting the application along with the accompanying
documents and the application money is 6:00 pm, if application money is credited through
RTGS. Applications for the Debentures must be made in the Application Form and must be
completed in block letters in English by investors. The full amount of the face value applied for
has to be paid along with the delivery of the fully completed and executed Application Form
together with other applicable documents described below.
(b) Who can apply
Only eligible investors who have been addressed through a communication directly by the
Company can apply. No person who has not received a direct communication from the
Company may apply in this Issue. The following categories of investors, when specifically
approached, are eligible to apply for this private placement of Debentures.
Scheduled commercial banks in India;
NBFCs and Residuary Non-Banking Companies;
Indian companies;
Mutual Funds;
Rural regional banks in India;
Insurance companies registered with Insurance Regulatory and Development Authority;
Financial institutions, including all India financial institutions;
Housing finance companies registered with the National Housing Board; and
Other eligible investors as per the concerned guidelines and regulations.
Any other investor authorized to invest in these Debentures. All Investors are required to comply
with the relevant regulations / guidelines applicable to them for investing in this issue of
Debentures. Foreign Institutional Investors are allowed to purchase the Debentures on the
secondary market subject to applicable law.
50
(c) Procedure for applying in dematerialised form
The applicant must have at least one beneficiary account with any of the DP’s of
NSDL/CDSL prior to making the application.
The applicant must necessarily fill in the details (including the beneficiary account
number and DP - ID) appearing in the Application Form under the heading “Details for
Issue of Debentures in Electronic/Dematerialised Form”.
Debentures allotted to an applicant will be credited to the applicant’s respective
beneficiary account(s) with the DP.
For subscribing to the Debentures, names in the Application Form should be identical
to those appearing in the details in the Depository. In case of joint holders, the names
should necessarily be in the same sequence as they appear in the account details
maintained with the DP.
If incomplete/incorrect details are given under the heading “Details for Issue of
Debentures in Electronic/Dematerialised Form” in the Application Form, it will be
deemed to be an incomplete application and the same may be held liable for rejection at
the sole discretion of the Issuer.
For allotment of Debentures, the address, nomination details and other details of the
applicant as registered with his/her DP shall be used for all correspondence with the
applicant. The applicant is therefore responsible for the correctness of his/her
demographic details given in the Application Form vis-a-vis those with his/her DP. In
case the information is incorrect or insufficient, the Issuer would not be liable for the
losses, if any.
The redemption amount or other benefits would be paid to those Debenture Holders
whose names appear on the list of beneficial owners maintained by the Depository(ies)
as on the record date. In case of those Debentures for which the beneficial owner is not
identified in the records of the Depository(ies) as on the record date, the Issuer would
keep in abeyance the payment of the redemption amount or other benefits, until such
time that the beneficial owner is identified by the Depository(ies) and conveyed to the
Issuer, whereupon the redemption amount and benefits will be paid to the beneficiaries,
as identified.
(vii) Notices
The notices to the Debenture holder(s) required to be given by the Company or the Trustees shall be
deemed to have been given if sent by registered post to the sole/first Allottee or sole/first registered
holder of the Debentures, as the case may be. All notices to be given by the Debenture holder(s) shall be
sent by registered post or by hand delivery to Registrars or to such persons at such address as may be
notified by the Company from time to time.
All transfer related documents, tax exemption certificates, intimation for loss of Letter of
Allotment/Debenture(s), etc., requests for issue of duplicate debentures, interest warrants etc. and/or any
other notices / correspondence by the Debenture Holder(s) to the Company with regard to the issue
should be sent by registered post or by hand delivery to the Registrar, or to such persons at such persons
at such address as may be notified by the Company from time to time.
51
(viii) Letter/s of allotment/refund order(s) and interest in case of delay in dispatch
The beneficiary account of the investor(s) with National Securities Depository Ltd. (NSDL)/ Central
Depository Services Ltd (CDSL) Depository Participant will be given initial credit within two working
days from the Deemed Date of Allotment. The initial credit in the account will be akin to the letter of
allotment.
The Issuer further agrees to pay interest as per the applicable provisions of the Companies Act, 1956, if
the allotment letters/refund orders have not been dispatched to the applicants within 30 days from the
date of the closure of the issue.
(ix) Right to Accept or Reject Applications
The Company reserves it’s full, unqualified and absolute right to accept or reject any application, in part
or in full, without assigning any reason thereof. The applicants will be intimated about such rejection
along with the refund warrant, together with interest on application money, if applicable, from the date of
realization 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 such applicant 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:
(a) Number of Debentures applied for is less than the minimum application size;
(b) Applications exceeding the issue size;
(c) Bank account details not given;
(d) Details for issue of Debentures in electronic/ dematerialized form not given; PAN not mentioned
in appropriate place.
(e) In case of applications under power of attorney by limited companies, corporate bodies, trusts,
etc. relevant documents not submitted;
In the event, if any Debenture(s) applied for is/ are not allotted in full, the excess application money of
such Debentures will be refunded, as may be permitted.
(x) PAN/GIR Number
All applicants should mention their PAN or the GIR Number allotted under Income Tax Act, 1961 and
the Income Tax Circle / Ward / District. In case where neither the PAN nor the GIR Number has been
allotted, the fact of such a non-allotment should be mentioned in the Application Form in the space
provided.
(xi) Signatures
Signatures should be made in English or in any of the Indian languages. Thumb impressions must be
attested by an authorized official of a Bank or by a Magistrate/Notary Public under his/her official seal.
52
2. ISSUE DETAILS -
Summary of Term of Issuance of the Debentures: Annexure V
A. DISCLOSURES PERTAINING TO WILFUL DEFAULT
(i) Name of the Bank declaring the entity as a wilful defaulter: Not applicable
(ii) The year in which the entity is declared as a wilful defaulter: Not applicable
(iii) Outstanding amount when the entity is declared as a wilful defaulter: Not applicable
(iv) Name of the entity declared as a wilful defaulter: Not applicable
(v) Steps taken, if any, for the removal from the list of wilful defaulters: Not applicable.
(vi) Other disclosures, as deemed fit by the Issuer in order to enable investors to take informed decisions:
None.
(vii) Any other disclosure as specified by the board of directors: None.
B. ADDITIONAL COVENANTS / UNDERTAKING BY THE COMPANY
The Issuer undertakes that:
(i) Undertaking regarding RBI/ECGC defaulters list as per declaration submitted to the Company this is to
confirm that none of its Directors are appearing on the RBI/ECGC defaulters list.
(ii) This is to undertake that documents for the creation of the charge, where applicable, including the Trust
Deed 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.
(iii) This is to undertake that permission / consent from the prior creditor for a second or pari passu charge
will be taken from existing creditors, where applicable, in favour of the Trustee to the proposed Issue.
(iv) Security creation (where applicable): In case of delay in execution of the Debenture Trust Deed and
Security Documents, the Company will refund the subscription with agreed rate of interest or will pay
penal interest of at least 2% p.a. over the coupon rate till these conditions are complied with at the option
of the investor.
(v) Default in Payment
In case of default in payment of Interest and/or principal redemption on the due dates, additional interest
of at the rate of 2% p.a. over the coupon rate will be payable by the Company for the defaulting period.
(vi) 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 penal interest of at least 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.
53
C. DECLARATION
54
D. DISCLOSURES AS PER ELECTRONIC BOOK MECHANISM
(i) Pay in Date: Pay in Date can be T+1 or T+2
(ii) Manner of Bidding: Open Book or Close Book Bidding
(iii) Mode of Allotment / Allocation option: Uniform Yield/Multiple Price/ Multiple Rate
(iv) Mode of Settlement: ICCL/Escrow Mechanism
(v) And any other such disclosures a suggested
E. MANNER OF BIDDING
Since the Issue size of rated, listed, secured, non-convertible debentures having face value of Rs. 10 lakh each to
be issued in dematerialized form (“Debentures”) for cash at par for an amount of Rs. 10 crores as base issue with
an option to retain oversubscription of Rs.340 crores aggregating to Rs.350 crores, ,the Issuer shall abide by SEBI
EBP Circular along with the Operational Guidelines. Set out below is the bidding process in brief for your ready
reference:
1. The Issuer is registered with BSE BOND-EBP Platform.
2. The Investor(s) should register themselves with BSE BOND-EBP Platform from the below URL:
https://bond.bseindia.com/Issuer_Registration.aspx
3. Time line for issue setup and bidding window:
Activity Timeline
Uploading the Disclosure Document and Term
Sheet with BSE BOND-EBP Platform
At least two working days prior to the start of issue
opening date.
Bidding announcement on BSE BOND-EBP
Platform along with details of bid opening and
closing time
At least one working day before initiating the
bidding process.
Time frame for Bidding window The bidding window shall be open for at least one
hour.
4. Bids shall be made by way of entering bid amount in Rupees (INR) and yield in basis points i.e. up to
four decimal points.
5. For further details, Investors should refer the SEBI EBP Circular and the Operating Guidelines.
6. Only eligible Investors as given hereunder and identified upfront by the Issuer may apply for the
Debentures by completing the Application Form in the prescribed format in block letters in English as per
the instructions contained therein. The minimum number of Debentures that can be applied for and the
multiples thereof shall be set out in the Application Form. No application can be made for a fraction of a
Debenture. Application Forms should be duly completed in all respects and applications not completed in
the said manner are liable to be rejected. The name of the applicant’s bank, type of account and account
number must be duly completed by the applicant. This is required for the applicant’s own safety and
these details will be printed on the refund orders and /or redemptions warrants.
55
7. Settlement:
8. Pay-in towards the allotment of allotment of securities shall be done from the account of the bidder, to
whom allocation is to be made. Pay in shall be done through clearing corporation of BSE.
Settlement Summary
Timelines Activity for Clearing Corporation
T Day Bidding Date
T+1 Day Successful bidders to transfer funds from bank account(s) registered with BSE BOND
to the bank account of ICCL to the extent of funds pay-in obligation on or before
10:30 hours.
The Designated Bank Account of ICCL shall be as shared by BSE to the Investors.
Issuer to inform BSE BOND about the final decision of the Issuer to go-ahead with
allotment for the issue by 12:00 hours.
Issuer to give instruction to RTA for crediting securities to successful bidders. RTA
to provide corporate action file along with all requisite documents to Depositories by
12:00 hours.
Clearing corporation to initiate transfer of funds to the bank accounts designated by
the Issuer.
Activity for Depositories
Depositories on the instruction of Issuer or through its RTA, will be crediting the Debentures to the
demat account of the Investors.
9. Post-Allocation Disclosures by the EBP
Upon final allocation by the Issuer, the Issuer shall disclose the Issue Size, yield, ISIN, number of
successful bidders, category of the successful bidder(s), etc., in accordance with the Operational
Guidelines. The EBP shall upload such data, as provided by the Issuer, on its website to make it available
to the public.
10. Offer or Issue of Disclosure Document to Successful Bidders
The Private Placement Offer Letter along with the Application Form will be issued to the successful
bidders. Successful bidders will be required to complete and submit the Application Form and Private
Placement Offer Letter to the Issuer in order to accept the offer of Debentures. No person other than the
successful bidders to whom the Private Placement Offer Letter has been issued by Issuer may apply for
the Issue through the PPOAL and any Application Form received from a person other than those
specifically addressed will be invalid.
11. Splitting and Consolidation
Splitting and consolidation of the Debentures is not applicable in the demat mode form since the saleable
lot is one Debenture.
56
FORM NO PAS-4
PRIVATE PLACEMENT OFFER CUM APPLICATION LETTER Pursuant to section 42 and Companies
(Prospectus and Allotment of Securities) Rules, 2014
1. GENERAL INFORMATION
A. Name, address, website and other contact details of the Company indicating both registered office and
corporate office:
B. MANAPPURAM FINANCE LIMITED
(Formerly ‘MANAPPURAM GENERAL FINANCE AND LEASING LIMITED’)
Registered Office: IV/470A(Old) W/638(New), “Manappuram House”, Valapad, Thrissur 680 567, Kerala, India
Tel: (+91 487) 305 0000, Fax: (+91 487) 239 9298
Website: www.manappuram.com
C. Date of incorporation of the Company:
Incorporated in the Thrissur, Kerala, Republic of India on July 15, 1992.
D. Business carried on by the Company and its subsidiaries with the details of branches or units, if any:
We are one of the leading listed NBFCs lending money against the pledge of household and/or used gold jewellery
(Gold Loans) and the second largest Gold Loan provider in India. We have pan India presence with 3000+
branches across 5 union territories and 27 states of india and we also have other business such as loan against
property, foreign exchange and money transfer in selective branches. The Company had 4 subsidiaries; (i)
Manappuram Home Finance Limited, it is in the business of home finance and having a valid certificate of
registration from National Housing Bank (NHB); (ii) Asirvad Micro Finance Limited which deals with the
business of micro finance; (iii) Manappuram Insurance Brokers Ltd having the business of insurance brokering;
and (iv) Manappuram Comptech and Consultants Limited which is a IT product and service company.
E. Brief particulars of the management of the Company
2. OUR MANAGEMENT
A. Board of Directors
The composition of the Board of Directors is governed by the provisions of the Companies Act and the SEBI
(LODR) Regulations, 2015. The Articles of the Company provide that the Company shall not have less than three
Directors and not more than fifteen Directors, unless otherwise determined by a special resolution.
Under the overall super intendance and guidance of the Board, the day to day affairs of the Company is managed
by the Managing Director and Chief Executive Officer (MD&CEO)
Mr. V.P. Nandakumar and assisted by a team of professional with proven track record in the irrespective are as of
functions.. Presently the Board is comprised of 10 Directors.
57
Key Management Personnel of the Company.
Following are the Key Management Personnel of the Company;
V. P. Nandakumar, aged 65 years, is the Managing Director, chief Promoter of the Manappuram Group of
Companies and Chief Executive Officer of our Company. He holds a master degree in science from Calicut
University and is also a Certified Associate of Indian Institute of Bankers. He has in the past been associated with
the banking industry in various capacities. He has been the Director of our Company since July 15, 1992. He was
re-designated as the Managing Director and Chief Executive Officer by the resolution of the Board dated May 18,
2012 effective from May 19, 2012.
Manoj Kumar VR, aged 44 years, is the Company Secretary and Compliance Officer of our Company. He holds a
bachelor’s degree in commerce and a master’s degree in commerce from the University of Calicut. He is a fellow
member of the Institute of Company Secretaries of India. He has around 16 years of work experience. He has been
working with our Company since January 3, 2019.
Bindu AL, aged 45 years, is the Chief Financial Officer of our Company. She holds a bachelor’s degree in
commerce from the University of Calicut. She is a member of the Institute of Chartered Accountants of India. She
has over 21 years of work experience in Manappuram Finance Limited. She has been working with our Company
since 1998.
B. Names, addresses, DIN and occupations of the directors:
The following table sets forth the details regarding the board as on the date of this offer document.
Sl
No
Name & Address Designation DIN PAN Date of Birth
1 Mr.Jagdish Capoor
1601 Brooke Ville
359 Mogul Lane
Mahim
Mumbai- 400016
Mobile No: 9820039991
Email ID:
Chairman 00002516 AACPC3294L 01.07.1939
2 Mr.V.P.Nandakumar
“Padmasaroj”
Vazhappully House
Valapad.Post
Thrissur- 680567
Mobile No: 9387111140
Email ID:
Managing
Director & CEO
00044512 ABGPN8092A 18.05.1954
3 Mr.B.N.Raveendra Babu
Blanghat House
Kaipamangalam.Post
Thrissur- 680681
Mobile No: 9387111149
Email ID: [email protected]
Non Executive
Director
00043622 ABMPR2273
B
10.02.1952
58
Sl
No
Name & Address Designation DIN PAN Date of Birth
4 Mr.P.Manomohanan
7/71A, “ Aswathy”
High School Road
Chentrappinny.Post
Thrissur- 680687
Mobile No: 9349712021
Director 00042836 AALPM9856
H
15.06.1941
5 Adv.V.R.Ramachandran
Valiparambil House
50/840, Ayyanthole
Thrissur- 680003
Phone No: 0487 2361488
Mobile No: 7559961488
Email ID:[email protected]
Director 00046848 ABPPR2083J 10.12.1952
6 Mr.Gautam Ravi Narayan
1602 Aqua Tower II, Planet Godrej,
Keshavrao Khadye Marg ,
Mahalaxmi,Mumbai-400011
Mobile No- 9967870088
Director 2971674 ADMPN7713
Q
13.11.1979
7 Ms. Sutapa Banerjee
Springs – 1, Flat No: 3003 A and B,
30th Floor, G.D. Ambekar Marg,
Wadala Tel Exch Naigaon Dadar
East, Mumbai, Maharashtra –
400014
Ph: 91 98202 82881
Email ID: [email protected]
Director 02844650 AGBPB6003B 24.03.1965
8 Mr. Abhijit Sen
A 92, Grand Paradi, 572 Dadyseth
Hill,
August Kranti Marg,
Near Kemps Corner,
Mumbai, Maharastra – 400036
Ph: 9821075324
Email ID: [email protected]
Director 00002593 AAHPS6626D 17.11.1950
9 Harshan Kollara
Flat 16 Cricket Court, 13 Elderberry
Way, London, E66JJ
Ph: +44 (0) 7903270398,
7749856712
Email: [email protected]
Director 02844650 AAHPK1955
D
01.11.1951
59
Sl
No
Name & Address Designation DIN PAN Date of Birth
10 Shaileh Mehta
401 EL Cerrito Ave, Hillsborough,
San Francisco, California 94010, US
Director 01633893 ABAPM4682
R
22.04.1949
Occupation: Service
C. Management’s perception of risk factors
RISKS RELATING TO OUR BUSINESS
(i) Our business is highly regulated and we may be adversely affected by future legislative or regulatory
changes. Further compliance with many of the regulations applicable to our operations may involve
significant costs and otherwise may impose restrictions on our operations.
(ii) Our business is capital intensive and any disruption or restrictions in raising financial resources would
have a material adverse effect on our liquidity and financial condition.
(iii) We have implemented KYC norms as well as measures to prevent money laundering which may not be
completely effective, and are subject to RBI inspection. Any adverse action by RBI could affect our
reputation, business and results of operations.
(iv) Any failure to make required filings by the Company and its subsidiary with regulatory authorities may
result in the imposition of penalties.
(v) Volatility in the market price of gold may adversely affect our financial condition, cash flows and results
of operations.
(vi) A slow-down in economic growth in India and other political and economic factors may adversely affect
our business.
(vii) Increase in competition from our peer group in the finance sector may result in reduction of our market
share, which in turn may adversely affect our profitability.
(viii) We may not be able to successfully manage and maintain our growth.
(ix) Our financial performance is particularly vulnerable to interest rate risk. If we fail to adequately manage
our interest rate risk in the future it could have an adverse effect on our net interest margin, thereby
adversely affecting our business, cash flows and financial condition.
(x) If interest rate restrictions are imposed on lending by NBFCs, our operating results and financial
condition may be adversely affected.
(xi) The Company, it’s Managing Director and Chief Executive Officer, Executive Director and certain of our
employees subject to certain legal proceedings and any adverse decision in such proceedings may have a
material adverse effect on our reputation, business, financial condition and results of operations.
(xii) We may not be able to raise adequate additional capital in future on the terms favorable to us or at all.
Our ability to access capital also depends on our credit ratings and any downgrade in our credit ratings
would increase borrowing costs and constrain our access to capital and lending markets. The above may
have adverse effect on our net interest margin and the growth of our business.
(xiii) We may not be able to realize the full value of our pledged gold, which exposes us to potential loss.
(xiv) Our Company’s auditors have highlighted certain matters of emphasis or qualified their Auditor’s report
with respect to certain matters specified in the Companies (Auditors’ Report) Order, 2003 on the
financial statements for the financial years 2015, 2014, 2013 and 2012.
60
(xv) There were instances of fraud on the Company by employees of the Company where gold loan related
misappropriations / cash embezzlements have occurred.
(xvi) We are also subject to the risk of fraud by customers.
(xvii) Inaccurate appraisal of gold by our personnel may adversely affect our business and financial condition.
(xviii) We are subject to the risk of unknowingly receiving stolen goods as collateral from customers which may
result in loss of collateral for the loan disbursed.
(xix) Our branches are vulnerable to theft.
(xx) We have entered into, and may continue to enter into related party transactions.
(xxi) Majority of our customer base comprises individual borrowers, who generally are more likely to be
affected by declining economic conditions than larger corporate borrowers.
(xxii) We are exposed to a variety of risks, including liquidity risk, interest rate risk, credit risk, operational risk
and legal risk.
(xxiii) In order to successfully manage and expand our business, we must be able to attract, train, motivate and
retain key employees.
(xxiv) Our insurance may not be adequate to protect us against all potential losses to which we may be subject.
(xxv) Any instances of failures to obtain, renew or maintain our statutory and regulatory permits and required
approvals to operate our business, may have an adverse effect on our business.
(xxvi) We do not currently own the trademark to the “Manappuram” logo.
(xxvii) We have incurred/may incur additional expenses or face operational difficulties in rural and semi urban
areas, where infrastructural facilities are limited.
(xxviii) We depend on customer-supplied information when evaluating customer creditworthiness.
(xxix) Our foreign currency exchange business may be adversely affected by exchange rate fluctuations and is
required to adhere to strict KYC norms.
(xxx) There are lenders who have pari passu charge over the Security provided.
(xxxi) Our ability to pay interest accrued on the Debentures and/or the principal amount outstanding from time
to time in connection therewith would be subject to various factors inter-alia including our financial
condition, profitability, the general economic conditions in India and the global financial markets and the
impact on account of any risk exposures.
(xxxii) You may be subject to Indian taxes arising on the sale of the Debentures.
(xxxiii) System failures or inadequacy and security breaches in computer systems may adversely affect our
operations and result in financial loss, disruption of our businesses, regulatory intervention or damage to
our reputation.
(xxxiv) Debenture will list in Bombay Stock Exchange, potential investors can trade the debentures in BSE.
(xxxv) No debenture redemption reserve: No debenture redemption reserve is being created for the present issue
of Debentures. Creation of debenture redemption reserve is not required for the proposed issue of the
Debentures. As per Companies (Share Capital and Debenture) Rules, 2014 NBFCs need not create a
debenture redemption reserve as specified under Section 71 of the Companies Act in respect of privately
placed debentures.
61
“The Company is, subject to the existing encumbrances, as mentioned below, seized and possessed of and
sufficiently entitled to the more particularly described in the First Schedule hereunder written.
Particulars of the existing encumbrances as per Annexure VI
Further; Issuer undertakes to obtain all the requisite no objection certificates ceding pari-passu charge within 90
business days from the date of the Debenture Trust Deed and till the time the requisite no objection certificates are
procured from the existing charge holder/(s); the charge (to the extent of no objection certificates pending from
existing charge holders) will operate as subservient.
It is further stated that; upon receipt of no objection certificates ceding pari-passu charge from all existing charge
holder; the nature of charge in respect of the Debentures will operate as pari passu with existing charge holder.
D. Details of default, if any, including there in the amount involved, duration of default and present status, in
repayment
Service Tax Cases
The were 3 pending cases regarding Service Tax which were withdrawn under the Sabka Viswas Scheme
and no cases are pending as on date..
Value Added Tax Cases
(i) The Assistant Commissioner of State Tax, State GST Department, Thrissur has demanded a sum of
₹34,434,001 (the “Demand”) through an assessment order dated February 2, 2018 (the “Order”) for the
assessment year 2014-15. Company filed an appeal before the Deputy Commissioner (Appeals), Thrissur
against the Order on February 16, 2018 contesting that the assessing officer erred in levying VAT
liability on inter-state purchases of capital goods that were goods not intended for sale and auction sales
which became infructuous. Company has filed a petition for stay of demand dated July 16, 2018 before
the High Court of Kerala, at Ernakulam (the “Stay Petition”) and the Stay Petition was allowed through
an order dated August 8, 2018 (the “Stay Order”). The Department has filed counter affidavit against the
Order of High Court of Kerala, at Ernakulam.
(ii) The State Tax Officer, (Investigation Branch), State GST Department, Thrissur has made certain
investigation by verifying the auction registers against the invoices of Company and has levied a penalty
of ₹7,600,288 (the “Penalty Demand”) through an order dated January 31, 2018 (the “Order”) for the
year assessment year 2012-13 on grounds that Company practiced the unfair tactics including non-
maintenance of true and correct records, issue of incorrect sale bills and non-issuance of sale bills.
Company filed an appeal before the Deputy Commissioner (Appeals), State GST Department, Thrissur
against the Order along with an application for stay of demand. Thereafter, Company filed a writ petition
before the High Court of Kerala, at Ernakulam (the “Writ Petition”) for early hearing of the appeal and
stay of demand. The Writ Petition was allowed through order dated July 16, 2018 directing the Deputy
Commissioner (Appeals) to allow appeal subject to payment of 15% of the outstanding demand.
Consequently, the Stay Application was allowed by Deputy Commissioner (Appeals), State GST
Department, Thrissur through an order dated July 3, 2018 (the “Stay Order”), subject to the condition that
Company shall pay 15% of the outstanding demand. The Department has filed counter affidavit against
the Order of High Court of Kerala, at Ernakulam.
(iii) The Assistant Commissioner of State Tax, State GST Department, Thrissur has demanded a sum of
₹78,54,889 (the “Demand”) through an order dated March 5, 2018 (the “Order”) for the assessment year
2009-10. Company filed an appeal before the Deputy Commissioner (Appeals), Thrissur against the
Order on March 17, 2018 contesting that the Order was not a speaking order and is liable to be set aside.
Company has also filed a petition for stay of demand before the High Court of Kerala, at Ernakulam (the
62
“Stay Petition”) and the Stay Petition was allowed through an order dated April 2, 2018 and May 21,
2018 (the “Stay Order”). Thereafter vide order dated May 24, 2019 the Appellate Authority party allowed
the appeal and remanded back the matter for reconsideration of issues and verification of certain
documents. The Asst. Commissioner by Order dated September 26,2016 has reduced the demand of
₹78,54,889 to Rs.16,14,062/-. However, Company filed an appeal before the Appellate Tribunal,
Ernakulam on July 22, 2019 against the order dated September 20,2016.
(iv) As per the Andhra Pradesh VAT Assessment Order dated August 31, 2012 for assessment year 2011-12,
the VAT ITC claimed by Company was rejected on the grounds that the seller and purchaser of the gold
had the same TIN number. Company had purchased the unredeemed gold of the borrowers through
public auctions. This purchase of gold from public auctions was held to be ineligible to claim VAT ITC.
The proposal of levy of VAT for the under declared output tax was confirmed by the order, and Company
was directed to pay ₹4,481,425. Further by order dated September 28, 2012 Company was held liable to
pay a penalty of ₹1,120,356 (at the rate of 25% on the under declared VAT output tax of ₹4,481,425
under Section 53(1)(iii) of the Andhra Pradesh VAT Act, 2005). The Appellate Authority, by order dated
January 7, 2013 has confirmed the order dated August 31, 2012 and by order dated January 09, 2013
confirmed the penalty under the order dated September 28, 2012. Company preferred an appeal against
both the aforesaid orders of the Appellate Authority before the Telangana Value Added Tax Appellate
Tribunal, Hyderabad on the grounds that the Appellate Authority has failed to note that Company
conducts the auction of the pledged ornaments of the borrowers who defaulted in the repayment of loans,
in addition to this Company also effects the sale or purchase of gold on our own account, thereby acting
in a dual capacity in respect of the pledged ornaments. Therefore, the purchasing of pledged ornaments
by Company itself would amount to purchase of gold from registered dealers. Company has made
payment of 55% of the Demand amounting to ₹30,80,980. On February 15, 2019 the Telangana Value
Added Tax Appellate Tribunal, Hyderabad allowed both the appeals and set aside the both the orders of
the Appellate Authority. The refund of ₹30,80,980 is yet to be received.
Income Tax Case
1) The Assistant Commissioner of Income Tax, Thrissur has demanded a sum of ₹456,505,700 (the “Demand”)
through an assessment order dated December 12, 2017 (the “Order”) for the assessment year 2015-16.
Company has filed an appeal before the Commissioner of Income Tax (Appeals) against the Order on January
17, 2018 (the “Appeal”) contesting that the assessing officer erred in disallowing an amount of ₹237,140,000
in respect of bad debts written off during the year and erred in adding a sum of ₹773,900,000 towards interest
income. Further, Company has filed an application for stay of demand through a letter dated February 3, 2018
before the Office of the Joint Commissioner of Income Tax (the “Stay Application”) and the Stay
Application was allowed through an order dated February 19, 2018 (the “Stay Order”). In terms of the Stay
Order, Company has made payment of 20% of the Demand amounting to ₹91,400,000 and stay of balance
Demand amounting to ₹365,105,700 has been granted until the Appeal is disposed of. Additional ground of
Appeal filed for the write off claim of Rs.90.37Cr (88.17Cr +2.20Cr disallowed in AY 14-15). CIT Appeals
directed the Dy. Commissioner to submit an Remand Report for verification of this claim.. Rs. 365,105,700/-
was collected by the Income Tax Department , by deducting this amount from the refund granted to us
relating to the previous assessment year ie; AY 2014-15
2) Regarding AY 2012-13, there was a disallowance of Rs.37lakhs by the Asst. Commissioner Income Tax in
respect of ESI liability, paid by Cheque on due date, ie; June 20,2011, but collected only on June 23, 2011 by
the Bank and receipt issued accordingly. This disallowance is deleted by the Commissioner Income Tax
(Appeals) by Order dated February 12,2020, the refund is yet to be received.
63
i. Debentures and interest there on;
Company has not defaulted on the repayment of principal and interest in respect of debentures (bonds)
previously issued by it. However, there are cases of debentures which are matured but not claimed.
ii. Deposits and interest there on;
Company has not defaulted the repayment of principal or interest in respect of deposits which the
Company had accepted previously before it became an on-deposit taking NBFC. There are cases of
deposits matured but not claimed by the depositors.
iii. Loan from any bank or financial institution and interest there-on.
iv. Company has not defaulted the payment to banks/Financial Institutions
v. Name, designation, address , phone number and email-id of the compliance officer:
Mr. Manoj Kumar.V.R ,
Company secretary
Manappuram Finance Limited
Valapad , Thrissur , Kerala 680567
Mobile: 9946239999
Email Id: [email protected]
b. Company has not defaulted in annual filings under the Companies Act or rules made there under.
c. PARTICULARS OF THE OFFER
i. Financial position of the Company for the last 3 years: Please refer to Annexure
ii. Date of passing of board resolution:
The board has passed the resolution for approving the issue of debentures at its meeting held on March
19, 2020 and authorized to issue securities by the Financial Resources and Management Committee on
September 23, 2020. The committee has approved the issue of this offer document dated September 23,
2020
Date of passing of resolution, authorizing the offer of securities:
The Company has passed the requisite resolution of the shareholders in accordance with the provisions of
the Companies Act and read with Rule 14 of the Companies (Prospectus and Allotment of Securities)
Rules 2014.
iii. Kinds of securities offered (i.e. whether share or debenture) and class of security:
By means of this offer letter the Company propose to issue Rs. 10 crores as base issue with an option to
retain oversubscription of Rs.340 crores aggregating to Rs.350 crores
64
iv. Price at which the security is being offered including the premium, if any, along with
justification of the price: rated, listed, secured, non-convertible debentures having face
value of Rs. 10 lakh each to be issued in dematerialized form (“Debentures”) for cash at par
for an amount of Rs. 10 crores as base issue with an option to retain oversubscription of
Rs.340 crores aggregating to Rs.350 crores
v. The class or classes of persons to whom the allotment is proposed to be
made:Institutional Investors
vi. The proposed time within which the allotment shall be completed:
Within 2 (two) Business Days of the Deemed Date of Allotment credit of the Debentures in the specified
dematerialized account(s).
vii. Amount which the Company intends to raise by way of securities:
By this offer letter the Company intends to raise rated, listed, secured, non-convertible debentures having
face value of Rs. 10 lakh each to be issued in dematerialized form (“Debentures”) for cash at par for an
amount of Rs. 10 crores as base issue with an option to retain oversubscription of Rs.340 crores
aggregating to Rs.350 crores
Terms of raising of securities: Duration, if applicable, rate of dividend or rate of interest, mode of
payment and repayment:
The details are more fully described in the issue structure given in Annexure V. The different series of
bonds offered by means of this offer letter will carry the respective interest rates mentioned against each
series and the frequency of interest payment will also be as disclosed in the Annexure V titled “Summary
of Terms of Issuance of Secured Non-Convertible, Redeemable Debentures”
viii. Proposed time schedule for which the offer letter is valid:
The offer letter will be valid from the date of the approval for its issue or on closure of the issue
whichever is earlier. The Company reserves the right to cancel the issue or to close the issue at any time
before the validity period mentioned here in.
ix. Purposes and objects of the offer:
The money raised by the issue of the bonds net of issue expenses will be used for the working capital
requirements of the Company including the deployment in its onward lending in gold loan, loan against
properties, vehicle financing and also for general administrative purpose.
65
x. Principle terms of assets charged as security, if applicable:
The Debentures issued in terms of this offer letter shall be secured by a first ranking pari passu in favour
of the debenture trustee on all current assets, book debts, receivables both present and future, except those
receivable specifically and exclusively charged, on a first ranking pari passu charge over the security
such that a security cover of 100% of the principle and interest at any point of time the tenor, of the
Debentures.
xi. Mode of payment for subscription: banking channel.
The number of persons to whom allotment of private placement has already been made during the
year, in terms of securities as well as price:
Sl no. Date of allotment ISIN No.of
Allottee
s
Amount Redemption
date
1 08.05.2020 INE522D07B17 1 100,00,00,0
00
08.05.2023
2 01.06.2020 INE522D07BJ5 1 500
00,00,000
01.06.2023
3 12.06.2020 INE522D07BK3 1 25000,00,00
0
12.12.2021
4 23.06.2020 INE522D07BL1 2 1500000000 23.12.2021
5a. 09.07.2020 INE522D07BN7 1 25,00,00,00
0
09.07.2030
b. 09.07.2020 INE522D07BM9 3 225,00,00,0
00
09.01.2022
6 10.07.2020 INE522D07B05 38 178,00,00,0
00
24.06.2022
7 16.07.2020 2 70,00,0000
8 21.07.2020 INE522D07BP2 4 250,00,00,0
00
21.07.2022
9 31.07.2020 INE522D07BQ0 4 335,00,00,0
00
31.01.2022
10 14.08.2020 INE522D07BN7 3 100,00,00,0
00
09.07.2030
11 19.08.2020 INE522D07BS6 1 100,00,00,0
00
18.02.2022
12 20.08.2020 INE522D07BT4 9 150,00,00,0
00
06.02.2023
13 07.09.2020 INE522D07BU2 2 100,00,00,0
00
07.03.2023
Total number of Allottees 72
d. Not applicable for this offer.
(i) Name and address of the valuer who performed valuation of the security offered and basis on
which the price has been arrived at along with report of the registered valuer: Not applicable as the
offer is for the issue of debt instrument in the form of secured debentures (bonds)
i. Intention of promoters, directors or key managerial personnel to subscribe to offer:
Not applicable to issue of non-convertible debentures.
66
ii. The names of the proposed Allottees and percentage of post private placement capital
that may be held by them: Not applicable for non- convertible debentures
iii. The change in control, if any, in the Company that would occur consequent to the
private placement: Not applicable
iv. The number of persons to whom allotment of private placement has already been
made during the year, in terms of securities as well as price: Nil
v. The justification for the allotment proposed to be made for consideration other than
cash together with valuation report of the registered valuer: Not applicable
vi. Relevant date with reference to which the price has been arrived at: Not applicable
vii. The details of significant and material orders passed by regulators, courts, and
tribunals impacting the going concern status of the Company and its future
operations: Nil
viii. The pre issue and post issue shareholding pattern of the Company in the specified
format: there will not be any change in the shareholding pattern by the issuance of
Debentures, hence non-applicable.
ix. Contribution being made by the promoters or directors either as part of the offer or
separately in furtherance of such objects: The securities offered by this offer letter is not
offered to promoters or directors of the Company.
e. DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LTIGATION, ETC.
i. Any financial or other material interest of the directors, promoters or key managerial
personnel in the offer and the effect of such interest in so far as it is different from the
interests of other persons.
ii. No financial or other benefit or other interest accruing to the promoters of the Company, its
directors or key managerial personnel out of the offer of securities contemplated in this
offer document. Apart from their shareholding, the remunerations receivable from the
Company, promoters or directors of the Company are not interested in this issue.
iii. 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 offer Company during
the last three years immediately preceding the year of the circulation of the offer letter and
any direction issued by such Ministry or Department or statutory authority upon conclusion
of such litigation or legal action shall be disclosed.
f. Details of litigation or legal actions against the Company and its promoters are given below:
Ongoing and/or outstanding material litigation and regulatory strictures, if any Criminal Proceedings;
1. A criminal complaint has been filed before the City Crime Branch, Coimbatore in CC No. 76/2013 against our Company,
V.P. Nandakumar, Managing Director and Chief Executive Officer of our Company, Mr. Unnikrishnan, a former
executive director of Our Company along with two other former employees of our Company, for offences under sections
120B, 409 and 420 of the Indian Penal Code, 1860. Gayathri Rajamanikkam, the complainant, alleged that Our Company
is refusing to release the pledge created by the complainant in favour of our Company, despite her having offered to pay
the principal back with the interest and there are allegations against Our Company for the offence of dishonest
misappropriation and disposal of pledged gold. Our Company has obtained anticipatory bail for V. P. Nandakumar and the
employees. Our Company has filed quashing petitions under section 482 of Criminal Procedure Code, 1973 and criminal
67
miscellaneous petition for dispensing with personal appearance of V. P. Nandakumar and I. Unnikrishnan at Judicial First
Class Magistrate Court, before the High Court of Madras. The High Court of Madras has on September 17, 2013 has
dispensed with the personal appearance of V. P. Nandakumar before the Judicial First Class Magistrate Court at
Coimbatore. The matter is pending.
2. D. M. Sureshbabu has instituted criminal proceedings against V. P. Nandakumar, B.N. Raveendra Babu and other directors
of our Company and the manager and employees of our Company’s branch at St. John’s Church Road, Bangalore by filing
a complaint Cr. No. 40/2012 with Bharathinagar Police Station, Bangalore. The above crime is registered for offences
relating to charging exorbitant rate of interest under Section 420 of Indian Penal Code, 1860 read with sections 3 and 4 of
the Karnataka Prohibition of Charging Exorbitant Interest Act, 2004. Anticipatory bail has been granted for all the accused
staff members in a Crl. Misc. Petition No. 25306/2012 before the Court of the City Civil and Sessions Judge, Bangalore.
The matter is pending.
3. The Assistant Registrar of Co-operative Societies, Shimoga has instituted criminal proceedings against V. P. Nandakumar
and S. Srinivasa, manager of our Company’s branch at Shimoga by filing a complaint Cr. No. 325/2011 with the
Doddapete Police Station, Shimoga and a criminal complaint bearing reference number CC No. 227/2013 before the Court
of Judicial Magistrate First Class, Shimoga. The above crime is registered for offences registered under Sections 28, 38,
39 and 41 of the Karnataka Money Lenders Act, 1961 and Section 4 of the Karnataka Prohibition of Charging Exorbitant
Interest Act, 2004 alleging that our Company has been charging exorbitant rates of interest and the conducting of an
illegal auction of the complainant’s pledged gold. Our Company’s Branch Manager and V.P. Nandakumar had filed a
petition before the High Court of Karnataka for quashing the case and further proceedings against both, bearing reference
No. Crl. P NO. 4363/2013 and interim stay has been granted and further proceedings of CC.227/13 has been stayed till
disposal of Crl. P No. 4363/2013. The Lower Court matter is posted to August 17, 2020. The matter is pending.
4. Irene Diana D’sa, a gold loan customer, has filed a complaint before Mangalore South Police Station and registered crime
as 58/2011 for offences under Section 406, 420 read with Section 34 of the Indian Penal Code, 1860 alleging that our
Company has wrongfully retained the custody of the gold ornaments of the complainant which had been pledged with our
Company for availing certain loans. The complainant filed a criminal revision petition bearing reference number 175/2012
before the Court of the Additional District and Sessions Judge, Mangalore against the order in allowing interim custody of
gold ornaments to our Company. The revision petition is partly allowed and directed our Company to surrender the gold
ornaments with the Court of the Judicial Magistrate First Class at Mangalore. After completion of investigation, charge
sheet has been filed and case numbered as CC.2190/13. The case posted for orders on July 09, 2020.
5. Gulfam Ahmad, has instituted criminal proceedings against our Company pursuant to a private complaint bearing reference
number 20/2012 before the Court of the Chief Metropolitan Magistrate at Saket in Delhi. The above complaint is
registered for offences under Section 406 and 420 of Indian Penal Code, 1860, alleging that our Company carried out an
auction in relation to gold ornaments pledged by the complainant for availing a loan from our Company without notice.
Summons was served on our Company pursuant to which our Company appeared before the Court of the Chief
Metropolitan Magistrate at Saket through a memorandum of appearance. The matter is listed on August 10, 2020 for
consideration on charge. The matter is pending.
6. Reshma has instituted criminal proceedings against our Company and Suman, manager of our Company’s branch at
Ludhiana pursuant to a criminal complaint bearing reference number COMI/442/2014 before the Court of the Judicial
Magistrate First Class at Ludhiana in Punjab. The above crime is registered for offences under Section 406 of Indian Penal
Code, 1860 alleging unauthorised disposal of gold pledged with our Company. The matter is pending for appearance on
July 14, 2020.
7. Nagaraj has filed a complaint before Nangli police alleging that his gold ornaments has been stolen and FIR has been
registered bearing No.35/15 under Section 380, 454 of IPC. During investigation, police has arrested branch manager and
assistant branch manager of our Company’s Pungannur branch. Nangli police issued notice to produce theft gold in crime
registered with them. But the gold was already seized by Pungannur Police and Madanapalli police in another two crimes
(Crime 75/15 and Crime 91/15). Even though we have explained and shown the related documents to Nangli police, they
have arrested BH and ABH for crime registered by them. They were remanded and subsequently released on bail. Later on
added Section 114, 201 and 411 of IPC. Subsequently inserted three more employees in the crime. We have obtained
anticipatory bail for the additional added employees through Cri. Misc.No.238/15, 1st Addl. Sessions Judge, Kolar.
Presently the matter is under investigation.
8. Mr. Manoj Varghese, a customer of our Company has filed a complaint against our Company’s managing director and the
Branch Manager of our Company’s situated Athani branch before Nedumbassery Airport Police station. FIR was
registered bearing No. 1527/2015 for offences under Section 406 and Section 420 of the Indian Penal Code, 1860. The
police after conducting a detailed investigation into the matter found that there was no illegality in conducting the auction.
Therefore, the police referred the case as false and a final report was filed. The Complainant then filed a protest complaint
bearing reference number CC No. 157/2017 before the Court of the Judicial Magistrate First Class at Angamaly in Kerala.
Thereafter our Company and our Company’s Branch Manager has filed a petition before the High Court of Kerala for
quashing the case and further proceedings against V.P Nandakumar, the managing director of our Company bearing
68
reference No. Crl.MC NO. 2903/2017 and Ajesh Geroge, the branch manager of our Company bearing no. Crl. MC. No.
7187/2017. The High Court of Kerala set aside the proceedings in the lower court and the Learned Magistrate is directed
to consider the refer report, the statement of the defacto complainant and other materials placed in support of the
allegations afresh to decide whether the alleged complaint can be proceeded. The lower court matter is posted on August
04, 2020. The matter is pending.
9. A criminal proceeding has been instituted by the Registrar of Co-operative Society (Money Lending), Aliakar Road,
Bangalore, against our Company in relation to crime number Cr. No. 270/2012 at Yeshwanthpur Police Station and
pursuant to a criminal complaint bearing reference number 20166/2012 before the Court of the Metropolitan Magistrate at
Bangalore in Karnataka. The above crime is registered for offences under Section 3 and 4 of the Karnataka Prohibition of
Charging Exorbitant Interest Act, 2004 alleging that our Company is charging exorbitant interest rates on gold loans. At
present, pursuant to the writ petition bearing reference number 18597/2012 pending before the High Court of Karnataka
for quashing of charges, proceedings before the Court of the Metropolitan Magistrate at Bangalore have been stayed as per
order bearing reference number CRLP 6713/13 by the High Court of Karnataka. The matter before the Court of the
Metropolitan Magistrate at Bangalore is posted on July 18, 2020. The matter is pending.
10. Kathiravel, has instituted a criminal proceeding against our Company in crime number Cr. No. 68/2008 pursuant to a
criminal complaint bearing reference number CC No. 01/2009 before the Court of the Magistrate at Thiruvaiyaru in Tamil
Nadu. The above crime is registered for offences under Section 406 of the Indian Penal Code, 1860 and under Section 16
and 18 of Tamil Nadu Pawn Brokers Act, 1943 alleging that our Company conducted an auction without giving
information to the relevant pledgor. Charge sheet against V.P. Nandakumar is quashed as per order of the Madras High
Court bearing number 11907/2008. The next date of hearing before the Court of the Magistrate at Thiruvaiyaru is on July
17, 2020 and is posted for Service of NBW to Accused No. 2 and No.3. The matter is pending.
11. A criminal proceeding has been instituted against our Company and Branch manager, Nayappilly branch, pursuant to
complaint bearing reference CT 2204/2014 in crime number Cr. No. 153/2014 filed with the Nayappilly Police Station,
Orissa. The above crime is registered for offences under Section 406 of Indian Penal Code, 1860 alleging that our
Company has auctioned gold pledged with our Company before the expiry of the notice period given to the relevant
pledgor. The bail has been taken for the Branch manager. The matter is pending.
12. Indarsingh, Assistant Registrar, Co-operative Society Gulbarga, Karnataka has filed a complaint with the police at
Gulbarga against Mr. Javed Hussain Khan, Branch Manager (A1) of the Super Market Branch of our Company, accusing
our Company of charging exorbitant rate of interest on gold loans in violation of Section 5 and 28 of the Karnataka Money
Lenders Act, 1961 and Section 3 and Section 4 of Karnataka Prohibition for Charging Exorbitant Interest Act- 2004. The
Chowk Police Station, Gulbarga, registered FIR against Mr. Javed Hussain Khan, Branch Manager (A1) of the Super
Market Branch of our Company on May 17, 2012 bearing crime number 0079/2012. At present, a writ petition filed by
our Company bearing reference number 18597/2012 in respect of the similar issue is pending before the High Court of
Karnataka, under which the criminal proceedings before the lower court have been stayed. The matter is pending.
13. G.B. Kalaghatagi, Registrar of Co-operative Societies, Dharwad has filed a complaint with the police at Hubli against the
Manager of our Company situated at Chitta Complex, Near Indi Pump, Old Hubli, accusing our Company for charging
exorbitant rate of interest on secured and unsecured loans in violation of Section 28 of the Karnataka Money Lenders Act,
1961 and Section 3 and Section 4 of Karnataka Prohibition of Charging Exorbitant Interest Act- 2004. The Sub-Inspector
of Police, Hubli South, Dharwad, registered FIR against the Manager of our Company at Chitta Complex, Near Indi
Pump, Old Hubli on May 18, 2012 bearing crime number 101/2012. At present, a writ petition filed by our Company
bearing reference number 18597/2012 in respect of the similar issue is pending before the High Court of Karnataka, under
which the criminal proceedings before the lower court have been stayed. The matter is pending.
14. J. Sanjay, Senior Inspector, Cooperative Department, KADA Office, has filed a complaint with the police at Mysore,
against Mr. Ravi, Branch Manager of our Company situated at Ramaswany Circle, Mysore City, accusing our Company
of charging exorbitant rate of interest on gold loans in violation of Section 28 of the Karnataka Money Lenders Act, 1961
and Section 3 and Section 4 of Karnataka Prohibition of Charging Exorbitant Interest Act- 2004. The Sub-Inspector of
Police, Lakshmipuram, Mysore City, registered FIR against Mr. Ravi, Branch Manager of our Company at Ramaswany
Circle, Mysore City on May 30, 2012 bearing crime number 056/2012. The charge sheet is yet to be filed and the matter is
currently at the stage of investigation. At present, a writ petition filed by our Company bearing reference number
18597/2012 in respect of the similar issue is pending before the High Court of Karnataka, under which the criminal
proceedings before the lower court have been stayed. The matter is pending.
15. G. Thippeswamy, filed a complaint with the police at Madhugiri against our Company, accusing our Company of charging
exorbitant rate of interest on gold loans in violation of Section 5 and 38 of the Karnataka Money Lenders Act, 1961 and
Section 5 of Karnataka Prohibition of Charging Exorbitant Interest Act- 2004. The Madhugiri Police registered FIR
against our Company on May 17, 2012 bearing crime number 0071/2012. At present, a writ petition filed by our Company
69
bearing reference number 18597/2012 in respect of the similar issue is pending before the High Court of Karnataka, under
which the criminal proceedings before the lower court have been stayed. The matter is pending.
16. T.D Umesh, has filed a complaint with the police at Bangalore, against the Branch Manager of our Company at 2nd Block,
Rajajinagar, Bangalore City, K333333arnataka, accusing our Company of charging exorbitant rate of interest on secured
and unsecured loans in violation of Section 5 and 38 of the Karnataka Money Lenders Act, 1961 and Section 3 and
Section 4 of Karnataka Prohibition for charging Exorbitant Interest Act- 2004. The Police, Rajajinagar, registered FIR
against the Branch Manager of our Company at 2nd Block, Rajajinagar, Bangalore City, Karnataka on May 23, 2012
bearing crime number 0179/2012. At present, a writ petition filed by our Company bearing reference number 18597/2012
in respect of the similar issue is pending before the High Court of Karnataka, under which the criminal proceedings before
the lower court have been stayed. The matter is pending.
17. Krishnappa, a gold loan customer of our Company has filed a complaint with the police at Kanakapura against our
Company through the Branch Manager of Kanakpura branch, accusing our Company of charging exorbitant rate of
interest on gold loans. The Officer in charge of the Police Station at Kanakapura, registered FIR against the Branch
Manager of our Company situated at Kanakapura on August 17, 2011 bearing crime number 226/2012. At present, a writ
petition filed by our Company bearing reference number 18597/2012 in respect of the similar issue is pending before the
High Court of Karnataka, under which the criminal proceedings before the lower court have been stayed. The matter is
pending.
18. L. Sarala, Assistant Registrar of Co-operative Societies Central division, Malleshwaram, Bangalore City, Karnataka, has
filed a complaint with the police at Bangalore against the Manager and Foreman & Branch Manager of our Company at
Wilsongarden Branch, Bangalore City, Karnataka, accusing our Company of charging exorbitant rate of interest on gold
loans in violation of Section 3, 38 and 39 of the Karnataka Money Lenders Act, 1961 and Section 3 of Karnataka
Prohibition of Charging Exorbitant Interest Act- 2004. The Wilsongarden Police Station, Bangalore City registered FIR
against the Manager and Foreman & Branch Manager of our Company at Wilsongarden Branch, Bangalore City,
Karnataka on June 08, 2012 bearing crime number 0148/2012. At present, a writ petition filed by our Company bearing
reference number 18597/2012 in respect of the similar issue is pending before the High Court of Karnataka, under which
the criminal proceedings before the lower court have been stayed. The matter is pending.
19. Sundaraj GT, Inspector Co-operative Department, North Zone, Malleshwaram, Bangalore, Karnataka, has filed a
complaint with the police at Bangalore, against the owner of our Company branch at BSR Arcade, Bangalore, alleging our
Company of charging exorbitant rate of interest on loans in violation of Section 3 of Karnataka Prohibition of Charging
Exorbitant Interest Act- 2004. The Officer in charge of the Sheshadripuram Police Station, Bangalore, registered FIR
against the owner of our Company on May 30, 2012 bearing crime number 0116/2012. At present, a writ petition filed by
our Company bearing reference number 18597/2012 in respect of the similar issue is pending before the High Court of
Karnataka, under which the criminal proceedings before the lower court have been stayed. The matter is pending.
20. Sri. Mahesh H. officer, FDA Deputy Registrar of Co-operative Society and Registrar of Money lending, North Division,
Bangalore City, Karnataka, has initiated criminal proceedings against our Company and filed a complaint with the police
at Bangalore, against our Company, alleging our Company of charging exorbitant rate of interest on loans in violation of
Section 4 of Karnataka Prohibition of Charging Exorbitant Interest Act- 2004. The Vijayanagar Police Station, Bangalore
City, registered FIR against our Company on June 11, 2012 bearing crime number 0437/2012. At present, a writ petition
filed by our Company bearing reference number 18597/2012 in respect of the similar issue is pending before the High
Court of Karnataka, under which the criminal proceedings before the lower court have been stayed. The matter is pending.
21. Narayana, Assistant Registrar Co-operative Society, Hassan, has filed a complaint with the police at Hassan, against
Sushama Branch Manager, Manappuram Finance Limited, Kuvempunagara, alleging our Company of charging exorbitant
rate of interest on secured and unsecured loans in violation of Sections 5 and 28 (1) of the Karnataka Money Lenders Act,
1961 and Section 4 and Section 5 of Karnataka Prohibition of Charging Exorbitant Interest Act- 2004. The Hassan
Extension Police Station, Karnataka registered FIR against Sushama, Branch Manager, Manappuram Finance Limited,
Kuvempunagara on May 05, 2012 bearing crime number 129/2012. At present, a writ petition filed by our Company
bearing reference number 18597/2012 in respect of the similar issue is pending before the High Court of Karnataka, under
which the criminal proceedings before the lower court have been stayed. The matter is pending.
22. Sri. T.D. Umesh, Officer FDA Sahakar Sanghagala UPA Nibandhakar, Bangalore City, Karnataka, has filed a complaint
with the police at Bangalore, against Branch Manager, of our Company at office No. 31, 3rd, Rajajinagar, Bangalore City,
Karnataka, alleging our Company of charging exorbitant rate of interest on loans in violation of Sections 5 and 38 of the
Karnataka Money Lenders Act, 1961 and Section 3 and Section 4 of Karnataka Prohibition of Charging Exorbitant
Interest Act- 2004. The Rajajinagar Police Station, registered FIR against Branch Manager, of our Company at office No.
31, 3rd, Rajajinagar, Bangalore City on May 22, 2012 bearing crime number 0176/2012. At present, a writ petition filed by
our Company bearing reference number 18597/2012 in respect of the similar issue is pending before the High Court of
Karnataka, under which the criminal proceedings before the lower court have been stayed. The matter is pending.
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23. H.P. Kumar, Assistant Registrar of Co- operative Societies, Tarikere Sub Division BH Road Tarikere, Karnataka, has
initiated criminal proceedings against Manager of our Company branch situated at 2nd block situated at Rajaji Nagar
Bangalore and filed a complaint with the police at Chickmagalur against Branch Manager, Tarikere branch, accusing our
Company of charging exorbitant rate of interest on loans in violation of Section 3 and Section 4 of Karnataka Prohibition
of Charging Exorbitant Interest Act- 2004. The Tarikere Police Station, Chickamagalur, Karnataka registered FIR against
Branch Manager of our Company on June 28, 2012 bearing crime number 0144. At present, a writ petition filed by our
Company bearing reference number 18597/2012 in respect of the similar issue is pending before the High Court of
Karnataka, under which the criminal proceedings before the lower court have been stayed. The matter is pending.
24. Basavaraj, Inspector of Co-operative Societies, Arasikere, has initiated criminal proceedings against our Company and
filed a complaint with the police at Arasikere, against Manager of our Company branch situated at 1st Floor Suma Shree
complex, BH Road APMC Yard , Arasikere, alleging our Company for charging exorbitant rate of interest on gold loans
in violation of Section 5 and Section 8 of the Karnataka Money Lenders Act, 1961 and Section 4 and Section 5 of
Karnataka Prohibition of Charging Exorbitant Interest Act- 2004. The Arasikere Town Police Station, registered FIR
against Manager of our Company branch bearing crime number 135/2012. The charge sheet is yet to be filed. At present, a
writ petition filed by our Company bearing reference number 18597/2012 in respect of the similar issue is pending before
the High Court of Karnataka, under which the criminal proceedings before the lower court have been stayed. The matter is
pending.
25. Vijayakumar, has initiated criminal proceedings against our Company and filed a complaint with the police at Bangalore,
against the Manager, of our Company at #65/A, 1st Floor, 80 Feet Road, SBM Colony, Bangalore, Karnataka on June 01,
2012 at Girinagar Police Station, Bangalore City accusing our Company of charging exorbitant rate of interest on secured
and unsecure333d loans in violation Section 3 and Section 4 of Karnataka Prohibition of Charging Exorbitant Interest Act-
2004 and Section 420 of Indian Penal Code. The Branch Manager filed a Criminal Miscellaneous Petition No. 3092/2012
in the Court of Addl. Sessions Judge, Fasttrack Court XV, Bangalore praying for anticipatory bail under section 438 of the
Code of Criminal Procedure and the same was granted by the Court on July 05, 2012. The Police Station, registered FIR
against the Manager, of our Company at #65/A, 1st Floor, 80 Feet Road, SBM Colony, Bangalore, Karnataka on June 01,
2012 bearing crime no. 131/2012. At present, a writ petition bearing reference number 18597/2012 in respect of the
similar issue is pending before the High Court of Karnataka, under which the criminal proceedings before the lower court
have been stayed. The matter is pending.
26. Prakash Babu has instituted a criminal proceeding against our Company in crime number 341/09 pursuant to a criminal
complaint bearing reference number 28413/15 before the Court of the Chief Metropolitan Magistrate, Bangalore. The
above crime is registered for offences under Section 420 of the Indian Penal Code, 1860 and under Section 3 and 4 of
Karnataka Prohibition of charging Exorbitant Interest Act alleging that our Company is charging exorbitant rate of interest
on pledges. Quashing Petition CRLP. 3778/19 is filed before High Court of Karnataka for quashing the charge sheet
against V.P. Nandakumar which is pending. The case was lastly listed for hearing before the Court of Magistrate is on
April 29,2020.
27. Sakthi Singh has instituted a criminal proceeding against our Company pursuant to a criminal complaint bearing reference
number RCT No.1101/2019 of Judicial Magistrate First Class, Jabalpur. The Case filed for offences under section 406 of
the Indian Penal Code. alleging illegal auction of his gold ornaments. The next date of hearing before Court of Magistrate
is on August 07,2020 and is posted for hearing.
Writ Petitions
1. Thagadappa (“Petitioner”) has filed a writ petition bearing reference number 49404/ 2012 before the High Court of
Karnataka, Bangalore dated December 06, 2012 against our Company requesting for the issuance of a writ of mandamus
and directing our Company to handover the gold pledged by the Petitioner and by fixing the interest payable on the loan at
14%. The Petitioner has also requested the Registrar of Money Lending, Karnataka (second respondent), to expeditiously
enquire into the complaint registered by the Petitioner. The writ petition is posted for final hearing. The matter got
adjourned on the last date of hearing which was on December 19, 2018. The next date of hearing is awaited.
2. Kantharaju (“Petitioner”) has filed a writ petition bearing reference number 49405/ 2012 before the High Court of
Karnataka, Bangalore dated December 06, 2012 against our Company to issue a writ of mandamus directing our Company
to handover the gold pledged by the Petitioner and by fixing the interest payable on the loan at 14%. The writ petition is
posted for final hearing. The matter got adjourned on the last date of hearing which was on December 19, 2018. The next
date of hearing is awaited.
3. Krishnappa (“Petitioner”) has filed a writ petition bearing reference number 49211/2012 before the High Court of
Karnataka, Bangalore on December 05, 2012 against our Company for the issuance of a writ of mandamus or an
appropriate writ to initiate necessary action in law against our Company under the provisions of the Karnataka Prohibition
of Charging Exorbitant Interest Act, 2004 as instructed by the Registrar of Cooperative Societies, Karnataka. The
Petitioner has also requested in the writ directing the third respondent being the RBI to cancel the license accorded in
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favour of our Company for violations of law, circular and extant directions. The writ petition is posted for final hearing.
The matter got adjourned on the last date of hearing which was on December 19, 2018. The next date of hearing is
awaited.
4. Menniah (“Petitioner”) has filed a writ petition bearing reference number 11921/2014 before the High Court of Andhra
Pradesh, Hyderabad on April 17, 2014 against our Company sought the High Court to direct the respondent being the RBI
to order our Company to comply with guidelines issued by RBI and not auction the gold pledged by the Petitioner without
notice. The writ petition is currently pending.
5. Satyanarayana (“Petitioner”) has filed a writ petition bearing reference number 20282/2014 before the High Court of
Andhra Pradesh, Hyderabad dated July 21, 2014 against our Company seeking the High Court of Andhra Pradesh,
Hyderabad to issue a writ of mandamus to set aside the auction proceedings initiated by our Company dated July 16, 2014
for the auction of gold ornaments pledged by the Petitioner in favour of our Company. The writ petition is currently
pending.
6. Ms. Madhusmitha has filed a writ petition bearing reference number 587/2013 before the High Court of Orissa, Cuttack
dated January 08, 2013 against our Company alleging an illegal auction and sale of ornaments pledged. An interim order
was passed on January 30, 2013 under IA number 521/2013 in the aforementioned matter, directing the opposite parties
not to handover the mortgaged gold ornaments to the auction purchaser till February 28, 2013. The writ petition is
currently pending.
7. Panchanana Behera (“Petitioner”) has filed a writ petition bearing reference number 16302/2014 before the High Court of
Orissa, Cuttack on August 26, 2014 against our Company for quashing the letter of termination dated June 27, 2014
terminating the Petitioner’s services as a branch manager. The Petitioner seeks an order directing his reinstatement to his
original designation i.e., branch manager with our Company. Further, the Petitioner also prayed for directing our
Company to treat the period of service as regular from the date of termination till the date of reinstatement with
consequential service benefits. The matter was last listed on November 29, 2014 and the matter was not called upon. The
matter has not been listed. The writ petition is currently pending.
8. Sreekala Anil (“Petitioner”) has filed a writ petition bearing reference number 35024/2019 before the High Court of Kerala,
Ernakulam on December 19,2019 against Secretary, Ministry of Finance, New Delhi and others seeking direction against
Governor, RBI, Bombay (2nd respondent) to take action against the Manappuram Finance Limited represented by it’s
Company Secretary (5th respondent) under section 45-IA(6)(ii) of the RBI Act for violating the direction issued by the 2nd
respondent. The matter is listed on July 07,2020. The Writ petition is currently pending.
g. RBI and SEBI Proceedings
1. The RBI had received a complaint against the Issuer, lodged by Ms. Sreekala Anil (the “Petitioner”). The
Petitioner had instituted criminal proceedings against the Issuer on the grounds that the Petitioner was
given deposit slips for MAGRO Farms, a proprietary concern of V. P. Nandakumar in respect of the
money deposited with the Issuer which the Petitioner sought to renew. The Petitioner alleged that since
the Issuer was no longer allowed to accept deposits from the public, the Issuer had illegally transferred
the deposits to a non- existing company without the knowledge of the depositors. The Issuer had obtained
anticipatory bail for V.P. Nandakumar, The Petitioner had also sought an RBI enquiry into the matter.
The RBI advised the Issuer to stop using the branches of the Issuer to cross sell the products of the group
companies, related companies and firms of V.P. Nandakumar and ensure that the Issuer maintains an
arm’s length relationship with its sister concerns and related firms, and directed the Issuer to immediately
desist from allowing the use of the Issuer’s premises, branches or officials by Manappuram Agro
Farms or any other entity for accepting deposits from the public or for any other financial activity and to
also clarify in the public domain the names of its group entities which were regulated by RBI. The Issuer
responded to the RBI clarifying its position and informed the RBI that as of April 1, 2019, the total
outstanding deposits laying in escrow account was Rs. 1.013 million. Further, Manappuram Agro Farms
has issued demand drafts to the customers for Rs. 1.010 million since April 1, 2019 and consequently, as
of March 31, 2020, the outstanding deposit laying in the escrow account is Rs. 0.007 million. The RBI
pursuant to its letter dated January 01, 2015 confirmed its acknowledgement of the various quarterly
status reports submitted by the Issuer with regard to the deposits collected by Manappuram Agro Farms
and also stated that the reply to the show cause notice submitted by the Issuer is largely acceptable.
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The RBI had through its letter dated August 11, 2017 issued a show cause notice to the Issuer in respect
of (i) the non-declaration by the Issuer of the reserve price during the auction of gold ornaments pledged
by the Customer; (ii) non-intimation to customers in the event of any change in the purity of gold as
assessed by the company subsequent to a disbursement of the loan; (iii) splitting of high value loans
greater than Rs.0.1 million so that the loan disbursements made above Rs.0.1 million are made in cash
(including the issue of uncrossed cheques while disbursing loans above Rs.0.1 million) against which
cash was withdrawn across bank counters by customers; (iv) post auction intimation sent to customers
which did not mention details such as the date of the auction, the venue, the breakup of claim towards
principal, interest and other charges recovered during auction (including not conducting auctions at
designated branches on specified dates despite advertising the same). The Issuer submitted a detailed
reply to RBI providing necessary clarifications on the points observed along with supporting documents
in this regard and also provided necessary clarifications and explanations to RBI in the personal hearing
granted to the Issuer by RBI. Pursuant to this, the RBI vide its letter dated March 28, 2018 advised the
Issuer to strictly follow the extant instructions of RBI pertaining to declaration of reserve price,
certification of purity of gold, conduct of auction process, post auction intimation letter and disbursement
of loan amount in cash, compliance of which will be continuously monitored by the RBI
2. The Company received letter from SEBI, dated September 2, 2013 seeking information in relation to the
directions issued to the Company by the RBI vide letter dated February1, 2012. The SEBI sought
information on whether the Company had formulated a “code of internal procedure and conduct” and a
“code of corporate disclosure practices” in accordance with SEBI directives. The SEBI also sought
information on the time of opening and closing of trading window for the period January 1, 2012 to
February 29, 2012. Copies of circulars and guidelines issued in this regard were also sought. Further,
copies of press notes issued with reference to the directions of the RBI were sought. The details of
permissions obtained by the Company’s directors, key personnel and employees for dealing in the
securities of the Company incompliance with the “code of internal procedure and conduct” and “code of
corporate disclosure practices” were also sought. The Company has responded to each of the queries vide
letter dated September 6, 2013. The Company has confirmed the formulation of the “code of internal
procedure and conduct” and “code of corporate disclosure practices” in accordance with SEBI
Regulations and provided the SEBI with all the information sought.
3. The SEBI has pursuant to emails dated December 26, 2013 observed that in the board meeting held on
March 13, 2013, the probability of our Company reporting a negative profit for the quarter ended March
31, 2013 was discussed. The SEBI sought information from Company with respect to when Company
could ascertain that it would be reporting a loss of up to ₹500 million, the names and addresses of the
persons who were aware of the expected loss before the official announcement was made to the market
on March 20, 2013 the details of trading by the persons on the scrip of Company and the details of the
services availed by Company from Ambit Capital Private Limited. Company has responded to these
queries by letter dated December 30, 2013 stating that the Company was aware of these expected losses
during its review for the relevant quarter which was undertaken in the first week of March 2013 and
disclosing the persons who were aware of the expected losses and the chronology of events leading to the
official announcement on March 20, 2013. Company has additionally informed SEBI that it was merely
seeking consultancy from Ambit Capital Private Limited through its e-mail communication dated January
16, 2014, however no data had been shared by Company with Ambit Private Capital Limited.
SEBI Adjudicating Officer, Enquiries and Adjudication Department (EAD) vide EAD-3 notice dated
May 29, 2019 bearing reference number (SEBI/HO/EAD-3/JS/DJ/OW/P/13577/1/2019) issued Show
Cause Notice (“SCN”) to Company and other persons including I, Unnikrishnan, Sachin Agarwal, Ambit
Capital Private Limited for the alleged violations of certain Regulations under SEBI (Prohibition of
Insider Trading Trading) Regulations, 1992 and SEBI (Prohibition of Insider Trading Trading)
Regulations, 2015, Clause 36 of the listing agreement along with Section 21 of Securities Contract
Regulation Act, 1956, Section 12A(c) of SEBI Act, 1992 read with certain Regulations of SEBI
(Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003 as
more specifically provided in the SCN. SEBI had conducted investigation in the matter of selective
disclosure of unpublished price sensitive information by Company for period from March 1, 2013 to
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March 20, 2013 and had directed Company and other SCN notices to submit their reply with regard to
their respective alleged violations mentioned in the SCN. Company informed SEBI of its intention to file
settlement application which was accepted by SEBI. On July 15, 2019 Company submitted a detailed
reply to SEBI on all the violations alleged against MAFIL and SCN notices No. 1 to 3 and 8 to 10.
Further, Company also submitted a settlement application on July 25, 2019 for settlement under section 3
of the Securities and Exchange Board of India (Settlement Proceedings) Regulations, 2018 on behalf
of MAFIL and SCN notices No. 1 to 3 and 8 to 10.
Vide SEBI Email Communication dated 05th March 2020, Company and the other Noticees were advised
to attend SEBI internal Committee Meeting on the basis of Settlement Application Nos. 4003-10/2019
and 4033/2019. Company and the other noticees authorized, Mr. Dinesh Kallarackal,- Legal Head of the
Company to attend the said meeting. Meeting was advised to submit the consent to settlement terms
within the stipulated time. Company along with other Noticees agreed to the consent as approved by
Board of Directors at their meeting held on 19th March 2020 and intimated to SEBI.
The High Powered Advisory Committee (HPAC), considered the settlement application and
recommended the case for settlement on payment of the settlement charges. The panel of Whole Time
Members of SEBI approved the recommendation of HPAC on June 8,2020, accordingly the Company
paid the Settlement Charges on June 23, 2020 and consequently the instant adjudication proceedings
stands disposed as per the Settlement Order from SEBI dated 07th July 2020.
4. Shailesh Mehta, our director, has received a show cause notice on November 18, 2013 for violation of
regulations 7(1) and 7(2) of the SEBI (Substantial Acquisition of Shares and Takeover) Regulations,
1997 in relation to the preferential allotment of shares to him by Safari Industries (India) Limited.
Shailesh Mehta has responded to this show cause notice on December 4, 2013 and in the personal hearing
on January 8, 2014, the adjudicating officer agreed to permit Shailesh Mehta to avail consent
proceedings. Shailesh Mehta has on January 10, 2014 intimated the adjudicating officer of his intention to
avail the consent proceedings.
5. SEBI has vide its emails dated March 5, 2014 and March 11, 2014 requested for certain information
relating to Manappuram Agro Farms (including, its bank account statements from October 1, 2011 to
February 29, 2012, its audited financial statements for FY2011-12) and clarifications as to whether
Senmon V. P., Muthu Bhaskar, K..S. Sudhish, Sarada Sankaranarayan (wife of independent director A.
R. Sankaranarayan) were designated as employees or dependents for the purpose of the Company’s
insider trading policies, copy of the resignation of Athulya Suresh, information relating to the transfer of
shares of the Company by M. Anandan and when the Company was informed of this. The Company has
responded to SEBI’s emails on March 12, 2014 and March 13, 2014 pro- viding the bank account
statements and audited financial statements for the relevant period and the resignation of Athulya Suresh
dated November 1, 2011, clarifying that Senmon V. P., Muthu Bhaskar, K.S. Sudhish are not designated
employees for the purpose of the code of conduct while Sarada Sankaranarayan is a dependent and that
M. Anandan had informed the Company of the sale of its shares on September 6, 2013.
6. SEBI has by its letter dated May 30, 2014 observed that there have been delays in processing of
rematerialisation requests of investors of the acquirer on accounts of delays by the Acquirer in issuing
signed share certificates. The Acquirer has in its response dated June 20, 2014 clarified that the delay was
on account of non-availability of stationery since the relevant debenture issuance was only in demat form
and there were delays in collection of the original demat register from the office of the registrar and
transfer agent. as corrective measures, the acquirer has proposed allotment of debentures in physical and
demat form, designating a senior manager to co-ordinate with the registrar and transfer agent and
ensuring that sufficient copies of the share certificates are available with the registrar and transfer agent.
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7. SEBI has issued a notice dated August 6, 2014 under Section 4 of the SEBI (Procedure for Holding
Inquiry and Imposing Penalties by Adjudicating Officer) Rules, 1995 to our Managing Director and Chief
Executive Officer, V. P. Nandakumar, our Directors, I. Unnikrishnan, B. N. Raveendra Babu and our
Company Secretary, Rajesh Kumar. In this notice, SEBI has observed that the RBI issued a press release
on February 6, 2012 stating that our Company cannot accept or renew public deposits. On February 7,
2012 the price of our Company’s scrip declined by 19.95% from the previous trading day. The NSE
suspected insider trading by certain entities who sold their shares prior to the RBI press release. Further,
on February 2, 2012 the financial results for the three months’ period ended December 31, 2011 was
announced and an interim dividend was declared. In accordance with the SEBI (Prohibition of Insider
Trading) Regulations, 1992 declaration of financial results and dividends are price sensitive information
and the trading window is to be closed during this period. Although, the trading window was closed from
January 27, 2012 to February 2, 2012 our Company has failed to comply with the relevant SEBI
Regulations which require that the trading window to be closed for a period up to 24 hours after the
corporate announcement. On these grounds, SEBI has issued a notice to show cause as to why an inquiry
should not be held against them for violation of the SEBI (Prohibition of Insider Trading) Regulations,
1992. An identical show cause notice dated August 6, 2014 has also been issued to our Company. We had
been provided with a period of 14 days to respond. We have replied to SEBI by our letter dated
September 1, 2014 requesting for permission to undertake inspection of all documents and records
available with SEBI in relation to the show cause notice. On a review of the documents, we have filed a
consent application dated November 29, 2014 along with an application dated November 29, 2014 for
condonation of delay. In our consent application we have stated our willingness to consent to a settlement
without admitting or denying any wrongdoing on our part. We have also requested the SEBI Internal
Committee and the High Powered Advisory Committee to arrive at a settlement amount commensurate
with the merits of the case and have expressed our willingness to pay the same as a full and final
settlement of all proceedings arising out of the notice. The Company, directors and KMP have received
settlement order dated September 23, 2015 in respect of the show cause notice dated August 6, 2015 was
issued to the applicants alleging that they violated the provisions of the code of conduct and paid the
settlement amount.
8. SEBI vide its letter No. SRO/KLO/DMU/OW/CIS/29388/2015 dated October 19, 2015 to Mr.
V.P.Nandakumar, sought information pertaining to operations of Manappuram Agro Farms (“MAGRO”),
its books of accounts, bank accounts including escrow account details among other particulars under the
subject of allegation of fund raising in violation of the provisions of SEBI (Collective Investment
Schemes) Regulations, 1999 and SEBI Act. As per the abovementioned SEBI letter, the information
sought was based on the receipt of complaints by SEBI under CIS regulations. Mr. V.P. Nanadakumar
had provided an interim reply on October 26, 2015 seeking more time to provide the documents sought
by SEBI. Mr. V.P. Nanadakumar provided the detailed reply along with relevant/supporting documents
on November 25, 2015 and December 4, 2015 as sought by SEBI vide its letter dated October 19, 2015.
In continuation to the above reply, SEBI vide its letter No.SRO/KLO/DMU/OW/P/2016/12685/1 dated
May 2, 2016 sought further clarification and information based on the documents provided earlier. Mr.
V.P. Nandakumar provided reply on May 03, 2016 and May 26, 2016 along with relevant/supporting
documents and SEBI has not yet reverted on the reply provided by Mr. V.P. Nandakumar.
9. The SEBI has pursuant to its letter dated August 17, 2012 sought information from MAFIL with respect
to the RBI’s press release dated February 6, 2012 in respect of MAFIL stating that acceptance of deposits
either by MAFIL or by Manappuram Agro Farms is an offence punishable with imprisonment. MAFIL
had been asked to provide details of the correspondence between the RBI and to clarify whether MAFIL
or any of its top management had any relationship with certain persons mentioned in the letter. MAFIL
has responded to each query raised in the above mentioned letter, by its letter dated August 27, 2012. No
further communication has been received from SEBI.
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h. Consumer Disputes
The Company has been made party to several consumer cases which are now pending before various district and state
consumer dispute redressal forum. These cases have been filed based on allegations of deficiency in service rendered by us.
Such grounds include inter alia the adoption of improper processes for conducting the auction of jewelry, wrongful seizure
of hypothecated goods and charging very high interest rates on loans.
i. Civil Suits
1. Our Company has been made party to numerous civil suits which are pending before various courts in different states.
These cases have been filed by our customers on various grounds including the adoption of improper processes for
conducting gold auction, wrongful seizure of hypothecated goods and charging very high interest rates on loans. The
petitioners have sought permanent injunctions, restraining us from auctioning the gold or seizing the hypothecated
vehicles. In cases where the auction has been conducted, petitioners have sought an order declaring the auction to be
illegal and void and for return of the pledged gold. Cases have also been filed by employees alleging that their services
have been wrongfully terminated.
2. Our Company has been made party to civil suits which are pending before the civil courts in different states. These cases
have been filed by owners of branch premises for eviction on various grounds including non-payment of rent,
enhancement of rent, expiry of lease period and trespass. The petitioners in such cases have also claimed damages and
mesne profits. As of the date of this Disclosure Document, there are 52 such cases pending before various courts. The
debenture committee of our Company in its meeting held on August 30, 2018 has determined that any pending civil
litigations against the Company, the subsidiaries, group companies of the Company where the amount exceeds Rs. 380
million individually are considered as material pending civil litigations against the Company
3. Our Company has been made party to a few cases which are pending before the District Legal Services Authority. These
cases have been filed by customers for reduction in the auction amount and to permit remittance of the amount,
compensation for deficiency in service and return of pledged goods.
4. A few of our employees have filed cases against the Company before various labour commissioners and inspectors which
relate to non-payment of minimum wages or overtime wages, claims for arrears of salary, encashment of leave, refund of
salary deducted or re-instatement. Our Company has been made a party to cases by agency appointed security guards
before various labour commissioners, courts and officer, which relate to non-payment of minimum wages. Our Company
has been made a party to cases in relation to violation of the Payment of Gratuity Act, 1972 and the rules there under and
Section18, Rule 29(5) and Section 18(2), Rule 23 of the Minimum Wages Act, 1948 in relation to the furnishing of the
annual returns
5. We have been made a party to certain proceedings filed by persons against whom arbitration awards have been passed
challenging the arbitration awards on the grounds of improper services of notice of the appointment of the arbitrator, the
place of arbitration and the claims and documents relied on by the Company and for violation of the principles of natural
justice without the opportunity to be heard.
Material Civil Cases initiated by Our Company
1. Our Company has initiated 64 civil cases against the owners of the leased premises in which our Company’s branches are
located. These cases have been filed for obtaining injunctions against owners of the branch premises to prevent forceful
eviction and to ensure peaceful possession of the premises, for compensation and recovery of advance submitted. As on
the date of this Disclosure Document, these cases pending before various courts.
2. Our Company has filed a special leave petition (Civil) bearing reference number 35045 of 2009 before the Supreme Court
of India challenging the common final judgment and order dated November 18, 2009 passed by the division bench of the
High Court of Kerala. Our Company had filed a writ petition before the High Court of Kerala challenging the order of the
Commissioner of Commercial Taxes, Kerala, which directs our Company to register under the provisions of Kerala
Money Lenders Act, 1946, as amended from time to time (“KMLA”). The single judge of the High Court of Kerala held
that our Company fell within the meaning of “money lenders” as defined under the KMLA. On appeal, the division bench
of the High Court of Kerala upheld the order of the single judge dated February 14, 2007, and dismissed all appeals in
connection with such writ petition. The Supreme Court of India has admitted the aforesaid special leave petition and
pursuant to an order dated December 16, 2009 stayed the operation of the impugned order of the division bench of the
High Court of Kerala. Further, the Supreme Court has by its order dated July 4, 2012 ordered that the stay granted earlier
would continue until the pendency of the matter. The special leave petition was listed for final arguments on February 12,
2020 but was not taken up. The next date is awaited.
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3. Our Company has filed a writ petition before the Karnataka High Court against the order of the Deputy Registrar of Money
Lenders dated May 8, 2012 and the order of the Registrar of Co-operative Society/Money Lenders dated May 11, 2012
which stipulate that our Company falls within the purview of the Karnataka Money Lenders Act, 1961 and the Karnataka
Prohibition of Exorbitant Interest Act, 2004 and that criminal proceedings should be initiated against our Company for
levying exorbitant interest rates. The Karnataka High Court has by its order dated June 13, 2012 in the civil writ petition
18597/2012, directed the respondents not to take any coercive action pending disposal of the writ petition. The matter is
pending.
4. Our Company has filed a writ petition bearing No. 17168 of 2014 on July 4, 2014 challenging the notices issued by Kollam
Municipal Corporation requiring our Company to obtain a license under the provisions of Kerala Municipalities Act and
seeking a writ of mandamus declaring that the business of advancing loans against pledge of gold ornaments as security
does not fall within the scope of the relevant notification so as to render it liable for payment of license fees. The matter is
currently pending.
5. Our Company has filed a writ petition bearing No. WP(C) No. 34217/14 before the Madras High Court against the order
being C. No. 183/EOW/2014 dated December 13, 2014 (“Order”) passed by the Inspector of Police, Economic Offences
Wing II (U) Vellore (“Respondent”) seeking quashing of the impugned Order and issue direction to the respondent vide a
writ of certiorari including such other order as the court may deem fit. interim stay has been granted in favour of our
Company and the police has been directed to surrender jewels in its custody to Court. The matter is pending.
6. Our Company has filed a writ petition bearing No. WP 2483/15 before the High Court of Judicature at Bombay, against the
order of the Office of the Controller of Weights and Measures Department, Maharashtra, Inspector of Legal Meteorology
(“Authority”) challenging the applicability of circular issued by the Authority in respect of use the electronic weighing
balance of Class I or class II having e-value of 1 mg. The matter is admitted and is awaited for listing.
7. Our Company had filed a writ petition bearing No.24632/2016 before the Karnataka High Court on April 23, 2016 for
quashing of the order bearing No. CO 30 CLM 2016 dated March 21, 2016 passed by the second respondent, additional
chief secretary, Govt. of Karnataka directing the petitioner to stop the auction proceedings. The Karnataka High Court
passed an order dated September 23, 2016 dismissing the writ. An appeal bearing writ appeal No. 5141/2016 has been
filed before the Karnataka High Court by our Company on December 17, 2016. The matter is at the stage of hearing and is
awaited for listing.
8. Our Company has filed a writ petition bearing No.33358/2016 before the Karnataka High Court on June 13, 2016 against
the State of Karnataka and others seeking for quashing of the order by the authority cancelling the exemption granted in
favour of our Company. Interim stay has been granted. The matter is pending.
9. Our Company has filed a writ petition bearing No. 49824/2016 before the Allahabad High Court on October 7, 2016
against the State of Uttar Pradesh. and two others seeking before the Court to declare that the business of advancing loans
against the pledge of gold ornaments as security will not come under the ambit and scope of Section 298 of UP
Municipality Act, 1916 and the third respondent being Deoria Nagar Palika has no authority to demand or levy license fee
against our Company. Our Company further prayed for quashing the notices issued by third respondent. The matter is
pending for admission.
10. Our Company has filed a writ petition bearing Writ Petition No. 49826/2016 before the Allahabad High Court on October
7, 2016 against the State of Uttar Pradesh and two others seeking before the Court to declare that the business of
advancing loans against the pledge of gold ornaments as security will not come under the ambit and scope of Section 298
of UP Municipality Act, 1916 and the third respondent being Bhadohi Nagar Palika has no authority to demand or levy
license fee against our Company. Our Company further prayed for quashing the notices issued by third respondent. The
matter is pending for admission.
11. Our Company has filed a writ petition bearing Writ Petition No. 38380/16 before the Kerala High Court on November 30,
2016 against the Land Revenue Commissioner and others seeking the Court to issue a writ of certiorari or any other writ
or direction for quashing the orders passed by the District Registrar and Land Revenue commissioner for impounding the
memorandum of deposit of title deeds and for passing an order or direction directing the second respondent to register the
mortgage created by virtue of deposit of title deeds on receipt of the stamp duty under the provisions of Article 6 of the
Kerala Stamp Act without imposition of any further stamp duty. The matter is at the stage of admission.
12. Our Company has filed a writ petition bearing No.12695/2017 before the Karnataka High Court on March 21, 2017
against the State of Karnataka seeking a direction to declare the Sub Rule 13 (i), (ii) & (iii) of Rule 3 of the Karnataka
Legal Metrology (Enforcement) (Amendment) Rules 2014 per notification dated January 23, 2016 bearing No. FCS181
EBT 2014 (Gazette Notification dated 25.01.2016) regarding use of 1 mg accuracy weighing devices, as unlawful and
liable to be struck down. Further our Company also prayed before the Court to quash the consequential notices under the
notification issued by Inspector of Legal Metrology. The matter is pending for admission.
77
13. Our Company is being filed a Special Leave to Appeal bearing No.8767/2020 before Supreme Court Of India against the
impugned judgment and final order dated 14.11.2019 in W. P. (C) No. 26803 of 2017(A) passed by the Hon’ble High
Court of Kerala at Ernakulam whereby the Hon’ble High Court sustained the notification dated 28.07.2016 published in
the Kerala Gazette extraordinary dated 09.08.2016, on all other aspects other than striking down the prescription of service
weightage, allowance of extra duty and risk allowance prescribed by the State Government in the said notification for
reason of it being beyond the competence of the State Government under the Minimum Wages Act.
Enforcement Directorate (“ED”)
V. P. Nandakumar, MD and CEO in the past, had been summoned by the Enforcement Directorate seeking
information in relation to the Manappuram group. V. P Nandakumar, through various letters had provided the
information sought and had also appeared in person before the Enforcement Directorate in respect of the same.
The officials of the Enforcement Directorate have orally intimated V. P. Nandakumar that the proceedings are
closed.
j. Compounding applications under the Companies Act, 1956
The company failed to make entries in the register of company maintained under section 301(1) and (2) of the
Companies Act 1956 for the contracts entered with M/s. Manappuram Chit Fund Co. Pvt. Ltd. The Company filed
application before the Regional Director, Southern Region, MCA Chennai under section 621A of Companies Act
1956 seeking compounding of the said offence.
The Managing Director being the proprietor of M/s. Manappuram Chit Fund Co. Pvt. Ltd has failed to disclose the
nature of his concern or interest in the board meetings of the company and therefore contravened the provision of
section 299 of the Companies Act, 1956. The Company filed application before the Regional Director, Southern
Region, MCA Chennai under section 621A of Companies Act,1956 seeking compounding of the said offence
The Regional Director, Southern Region, Chennai vide its order dated May 20, 2013 compounded the above
mentioned offences under section 301(1) & (2) and section 299 by levying compounding fees
k. Remuneration of directors (during the current year and last three financial years):
Details of remuneration paid to the executive and non- executive directors during the current year and for the last
three financial years are given below:
Details of remuneration paid to executive and non-executive directors during the financial year 2019-20 (for the
current period)
Sl
No
Name of Director Sitting Fees Salaries &
other
allowances
Commission Total
Board Committee
1 Mr.V.P.Nandakumar Nil Nil Rs.7,50,00,000 Rs.3,50,00,000 Rs.11,00,00,000
2 Mr.B.N.Raveendra Babu Nil Nil Rs.1,08,08,400 Rs.38,50,000 Rs.1,46,58,400
Non-Executive Directors
1 Mr.Jagdish Capoor Rs.3,20,000 Rs.5,50,000 Nil Rs.38,25,000 Rs.46,95,000
2 Adv.V.R.Ramachandran Rs.3,20,000 Rs.4,95,000 Nil Rs.21,25,000 Rs.29,40,000
3 Mr.P.Manomohanan Rs.2,80,000 Rs.6,65,000 Nil Rs.25,50,000 Rs.34,95,000
4 Ms. Sutapa Banerjee Rs.3,20,000 Rs.5,95,000 Nil Rs.21,25,000 Rs.30,40,000
5 Mr. Gautam Ravi Narayan
(#)
Nil Nil Nil Nil Nil
6 Mr. Abhijit Sen Rs.2,00,000 Rs.1,10,000 Nil Rs.19,12,500 Rs.22,22,500
7 Mr. Harshan Kollara Rs.40,000 Nil Nil Rs.3,54,167 Rs.3,94,167
78
Sl
No
Name of Director Sitting Fees Salaries &
other
allowances
Commission Total
Board Committee
8 Mr. Shailesh J. Mehta Rs. 40000 Nil Nil Rs.3,18,750 Rs.3,58,750
9 Mr. V.R. Rajiven (*) Rs.1,20,000 Rs.1,50,000 Nil Rs.10,62,500 Rs.13,32,500
10 Mr. E.A. Kshirsagar ($) Nil Nil Nil Nil Nil
# Non-Executive Director
* Deceased Director
$ Nominee Director
Details of Remuneration paid to Executive and non-Executive Directors during the financial year 2018-19
Sl
No
Name of Director Sitting Fees Salaries & other
allowances
Commission Total
Board Committee
1 Mr.V.P.Nandakumar Nil Nil 73704597 50000000 123704597
2 Mr.B.N.Raveendra Babu Nil Nil 11626718 5500000 17126718
Non-Executive Directors
1 Mr.Jagdish Capoor 480000 200000 Nil 4500000 5180000
2 Adv.V.R.Ramachandran 480000 135000 Nil 2500000 3115000
3 Mr.P.Manomohanan 480000 520000 Nil 3500000 4500000
4 Mr.Shailesh J Mehta 160000 160000 Nil 4500000 4820000
5 Mr.V.R.Rajiven 440000 560000 Nil 2500000 3500000
6 Dr.Amla Samanta 360000 420000 Nil 2500000 3280000
7 Ms. Sutapa Banerjee 80000 Nil Nil 400000 4080000
8 Mr.E.A.Kshirsagar Nil Nil Nil Nil Nil
9 Mr. Gautam Ravi Narayan Nil Nil Nil Nil NIl
Details of Remuneration paid to Executive and non-Executive Directors during the financial year 2017-18
Sl
No
Name of Director Sitting Fees Salaries & other
allowances
Commission Total
Board Committee
1 Mr.V.P.Nandakumar Nil Nil 47861549 37500000 85361549
2 Mr.B.N.Raveendra Babu Nil Nil 9716966 5000000 14716966
Non-Executive Directors
1 Mr.Jagdish Capoor 280000 160000 Nil 4000000 4440000
2 Adv.V.R.Ramachandran 280000 75000 Nil 2000000 2355000
3 Mr.E.A.Kshirsagar Nil Nil Nil Nil Nil
4 Mr.P.Manomohanan 280000 480000 Nil 3000000 3760000
5 Mr.Shailesh J Mehta 240000 375000 Nil 10000000 10615000
6 Mr.V.R.Rajiven 120000 260000 Nil 2000000 2380000
7 Gautam Ravi Narayan Nil Nil Nil Nil Nil
8 Dr.Amla Samanta 240000 245000 Nil 2000000 2485000
79
Details of Remuneration paid to Executive and non-Executive Directors during the financial year 2016-17
Sl
No
Name of Director Sitting Fees Salaries & other
allowances
Commission Total
Board Committee
1 Mr.V.P.Nandakumar Nil Nil 56706371 25000000 81706371
2 Mr.B.N.Raveendra Babu Nil Nil 10319924 5000000 15319924
Non-Executive Directors
1 Mr.Jagdish Capoor 240000 160000 Nil 4000000 4400000
2 Adv.V.R.Ramachandran 240000 105000 Nil 1800000 2145000
3 Mr.E.A.Kshirsagar Nil Nil Nil Nil Nil
4 Mr.P.Manomohanan 240000 405000 Nil 3000000 3645000
5 Mr.Shailesh J Mehta 240000 445000 Nil 10000000 10685000
6 Mr.V.R.Rajiven 200000 510000 Nil 2000000 2710000
7 Mr.Pradeep Saxena Nil Nil Nil Nil Nil
8 Dr.Amla Samanta 240000 330000 Nil 1500000 2070000
l. Related party transactions entered during the last three financial years and quarter ended immediately preceding the
year of issue of private placement offer cum application letter including with regard to loans made or, guarantees given
or securities provided – (part of financials)
m. Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately
preceding the year of issue of private placement offer cum application letter 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 is given in the following chart
SL.
No
Financial
Year
Auditors Remark/Qualification Impact on
Financial
Statements and
Financial
Position
Corrective Steps Taken or
Proposed
1 2014-15 During the year there have been certain
instances of fraud on the Company by
employees where gold loan related
misappropriations/cash have occurred.
69.23 million
(net of
recoveries ₹
8.87 million)
Considering the nature of its
business, there are instances of
certain inherent risks associated
with the business of the Company.
The Company has fully provided
for these amounts in the financial
statements and is in the process of
recovering these amounts from the
employees and taking legal action.
2 2015-16 During the year there have been certain
instances of fraud on the Company by
officers and employees where gold loan
related misappropriations / cash
embezzlements /burglaries have
occurred
Rs. 36.36
million (Net of
recoveries
Rs.23.69
million)
Considering the nature of its
business, there are instances of
certain inherent risks associated
with the business of the Company.
The Company has fully provided
for these amounts in the financial
statements and is in the process of
recovering these amounts from the
employees and taking legal action
80
SL.
No
Financial
Year
Auditors Remark/Qualification Impact on
Financial
Statements and
Financial
Position
Corrective Steps Taken or
Proposed
3 2016-17 During the year there have been certain
instances of fraud on the Company by
officers and employees where gold loan
related misappropriations / cash
embezzlements /burglaries have
occurred
Rs. 17.46
million (Net of
recoveries
Rs.54.71
million)
Considering the nature of its
business, there are instances of
certain inherent risks associated
with the business of the Company.
The Company has fully provided
for these amounts in the financial
statements and is in the process of
recovering these amounts from the
employees and taking legal action
4 2017-18 During the year there have been certain
instances of fraud on the Company by
officers and employees where gold loan
related misappropriations / cash
embezzlements /burglaries have
occurred
Rs. 63.29
million (Net of
recoveries
Rs.10.22
million)
Considering the nature of its
business, there are instances of
certain inherent risks associated
with the business of the Company.
The Company has fully provided
for these amounts in the financial
statements and is in the process of
recovering these amounts from the
employees and taking legal action.
5 2018-19 During the year there have been certain
instances of fraud on the Company by
officers and employees where gold loan
related misappropriations / cash
embezzlements /burglaries have
occurred
Rs. 10.04
million (Net of
recoveries
Rs.3.97 million)
Considering the nature of its
business, there are instances of
certain inherent risks associated
with the business of the Company.
The Company has fully provided
for these amounts in the financial
statements and is in the process of
recovering these amounts from the
employees and taking legal action.
n. Details of any inquiry , inspections or investigations initiated or conducted under Companies Act, 2013 or any previous
company law in the last three years immediately preceding the year of issue of private placement offer cum application
letter in the case of Company and all of its subsidiaries and if there were any prosecution filed ( whether pending or
not) , fine imposed, compounding of offences in the last three years immediately preceding the year of the private
placement offer cum application letter and if so section wise details thereof for the Company and all of its
subsidiaries: Nil.
81
o. Details of acts of material frauds committed against the Company in the last three years, if any, and if so, the action
taken by the Company.
Frauds reported to RBI;
Particulars 31-Mar-20 31-Mar-19 31-Mar-18 31-03-2017
No. of
cases
Value
(in ₹
Million
No. of
cases
Value (in
₹
Million)
No. of
cases
Value (in
₹
Million)
No. of
cases
Value (in
₹ Million)
Fraud Cases* (A+B+C) 15 79.26 9 8.73 22 75.76 31 126.17
A- Fraud cases where
employees of the Company
are involved
10 24.41 6 3.21 14 23.69 21 70.45
B- Fraud cases where the
employees & customers of
the Company are involved
1 5.25 1 1.34 5 50.37 5 2.68
C- Fraud cases where the
customers of the Company
are involved
4 49.59 2 4.18 3 1.7 5 53.04
3) FINANCIAL POSITION OF THE COMPANY
a. The capital structure of the Company in the following manner in a tabular form.
(Updated till the last quarter ended.)
Date of
Allotmen
t
No. of
equity
shares
Face
Valu
e (₹)
Issue
price
per
equity
share
(₹)
Nature
of
consider
ation
Type of
Allotmen
t
Cumulativ
e no of
equity
shares
Cumulative
paid-up
equity share
capital
Equity
share
equity
premi-
um (₹)
Gross Cumu-
lative share
premium (₹)
Jun 30,
1992
1,250,000 10 10 Cash Promoter
contributi
on
1,250,000 12,500,000 Nil -
Aug 21,
1995
1,750,000 10 10 Cash Public
issue
3,000,000 30,000,000 Nil -
Aug 1,
2003
1,500,000 10 10 Cash Rights
issue
4,500,000 45,000,000 Nil -
Jul 30,
2005
1,000,000 10 25 Cash Preferenti
al issue
5,500,000 55,000,000 15 15,000,000
Jan 15,
2007
5,500,000 10 10 Nil Bonus
issue
11,000,000 110,000,000 Nil 15,000,000
Jun 21, 3,283,582 10 142.53 Cash Conversio 14,283,582 142,835,820 132.53 450,173,122
82
Date of
Allotmen
t
No. of
equity
shares
Face
Valu
e (₹)
Issue
price
per
equity
share
(₹)
Nature
of
consider
ation
Type of
Allotmen
t
Cumulativ
e no of
equity
shares
Cumulative
paid-up
equity share
capital
Equity
share
equity
premi-
um (₹)
Gross Cumu-
lative share
premium (₹)
2008 n of
preference
share
Mar 16,
2009
2,972,246 10 166.62 Cash Conversio
n of
preference
share
17,255,828 172,558,280 156.62 915,686,291
Jan 11,
2010
11,677,38
2
10 10 Nil Allotment
on merger
28,933,210 289,332,100 Nil 9156862,91
March 4,
2010
3,540,420 10 691 Cash Qualified
institution
- al
placement
32,473,630 324,736,300 681 3,326,712,311
March 18,
2010
1,564,892 10 166.62 Cash Warrant
conversio
n
34,038,522 340,385,220 156.62 3,571,805,696
April 22,
2010
170,192,6
10
2 2 Nil Split of
shares
170,192,61
0
340,385,220 Nil 3,571,805,696
May 11,
2010
170,192,6
10
2 2 Nil Bonus
issue
340,385,22
0
680,770,440 Nil 3,571,805,696
Sept 9,
2010
13,210,03
9
2 75.69 Cash Preferenti
al issue
353,595,25
9
707,190,518 73.7 4,545,385,570
Sept 28,
2010
3,471,000 2 33.12 Cash Employee
stock
option
357,066,25
9
714,132,518 31.12 4,653,403,090
Nov 18,
2010
59,523,80
9
2 168 Cash Qualified
institution
- al
placement
416,590,06
8
833,180,136 166 14,534,355,384
March 19,
2011
284,120 2 33.12 Cash Employee
stock
option
416,874,18
8
833,748,376 31.12 14,543,197,199
June 11,
2011
416,874,1
88
2 - Nil Bonus 833,748,37
6
1,667,496,75
2
Nil 14,543,197,199
October
8, 2011
7,354,760 2 16 Cash Employee
stock
option
841,153,13
6
1,682,306,27
2
14.56 14,651,010,504
March 10,
2012
50,000 2 16.56 Cash Employee
stock
option
841,153,13
6
1,682,306,27
2
14.56 14,651,010,504
Sept 25,
2012
34,000 2 16.56 Cash Employee
stock
option
841,187,13
6
1,682,374,27
2
14.56 14,651,505,544
Feb 6,
2013
20,000 2 16.56 Cash Employee
stock
option
841,207,13
6
1,682,414,27
2
14.56 14,651,796,744
June
16,2016
124,375 2 31.25 Cash Employee
stock
option
841,331,51
1
1,682,663,02
2
29.25 14,655,434,712
83
Date of
Allotmen
t
No. of
equity
shares
Face
Valu
e (₹)
Issue
price
per
equity
share
(₹)
Nature
of
consider
ation
Type of
Allotmen
t
Cumulativ
e no of
equity
shares
Cumulative
paid-up
equity share
capital
Equity
share
equity
premi-
um (₹)
Gross Cumu-
lative share
premium (₹)
July 21,
2016
2,43,425 2 31.25 Cash Employee
stock
option
841,574,93
6
1,683,149,87
2
29.25 14662554893.2
5
October
27, 2016
37,200 2 31.25 Cash Employee
stock
option
841,612,13
6
1,683,224,27
2
29.25 14,663,642,993.
25
January
31, 2017
2,87,500 2 31.25 Cash Employee
stock
option
841,899,63
6
1,683,799,27
2
29.25 14,672,052,368.
25
April 17,
2017
50,000 2 31.25 Cash Employee
stock
option
841,949,63
6
1,683,899,27
2
29.25 14,673,514,868.
25
Septembe
r 21, 2017
10,613 2 86.45 Cash Employee
stock
option
841,960,24
9
1,683,920,49
8
84.45 14,674,411,136.
10
December
20, 2017
2221 2 86.45 Cash Employee
stock
option
841962470 1683924940 84.45 14674598699.5
5
February
21 , 2018
9562 2 86.45 Cash Employee
stock
option
841972032 1683944064 84.45 14675406210.4
5
March 16
, 2018
563730 2 86.45 Cash Employee
stock
option
842535762 1685071524 84.45 14723013208.9
5
June
02,2018
1699 2 86.44 Cash Employee
stock
option
842537461 1685074922 84.45 14723156689.5
July 31 ,
2018
1699 2 84.78 Cash Employee
stock
option
842539160 1685078320 82.78 14723297332.7
2
Sep 19,
2018
270697 2 86.45 Cash Employee
stock
option
842809857 1685619714 84.45 14746157694.3
7
April
05,2019
355993 2 86.45 Cash Employee
stock
option
843165850 1686331700 84.45 14776221303.2
2
June
26,2019
96114 2 90000
shares
at the
rate
100.88
and
6114
shares
at the
rate of
86.45
Cash Employee
stock
option
843261964 1686523928 98.88
and
84.45
14785120503.2
2 and
14785636830.5
2
October 1704575 2 1649575 Cash Employee 844966539 1689933078 84.45 and 14924943439 and
84
Date of
Allotmen
t
No. of
equity
shares
Face
Valu
e (₹)
Issue
price
per
equity
share
(₹)
Nature
of
consider
ation
Type of
Allotmen
t
Cumulativ
e no of
equity
shares
Cumulative
paid-up
equity share
capital
Equity
share
equity
premi-
um (₹)
Gross Cumu-
lative share
premium (₹)
05,2019 shares @
86.45
and
55000 @
Rs. 100.88
stock option 99.88 14930436839
December
14 ,2019
11756 2 5500
shares @
86.45
and 6256
shares @
84.78
Cash Employee
stock option
844978295 1689956590 84.45 and
82.78
14930901039 and
14931418911
February
10,2020 14830 2 11431
shares @
86.45
and
3399
shares @
84.78
Cash Employee
stock option
844993125 1689986250 84.45 and
82.78
14932384533.90
and
14932665903.120
April
08,2020 183273 2 86.45 cash Employee
stock option
845176398 1690352796 84.45 14948143308
b. Share Capital as on the last day of quarter
Authorised share capital Amount
980,000,000 Equity Shares of Rs. 2 each 1,960,000,000
400000 preference shares of Rs. 100 each 40,000,000
Issued, subscribed and paid up share capital before the Issue 1690352796
845176398 Equity Shares of Rs. 2 each, fully paid up 1690352796
Issued, subscribed and paid up share capital after the Issue 1690352796
845176398 Equity Shares of Rs. 2 each, fully paid up 1690352796
Issued, subscribed and paid up share capital after conversion of convertible
instruments
NA
845176398 Equity Shares of Rs. 2 each, fully paid up 1690352796
Present Issue in terms of this Offer Letter NA
Securities premium account before the Issue NA . Issue of NCD will
not reflect the premium
– (Outstanding - Rs.
1,399.55 Crores)
Securities premium account after the Issue NA . Issue of NCD will
not reflect the premium
– (Outstanding - Rs.
1,399.55 Crores)
85
i. (a) the authorised, issued, subscribed and paid up capital (number of securities, description
and aggregate nominal value); Authorised Capital Rs.200 Crores ,Issued, PaidUp
capital :Rs 1690352796/-
(b) size of the present offer : Rs.10 crores as base issue with an option to retain
oversubscription of Rs.300 crores aggregating to Rs.350 crores
(c) paid up capital: Rs. 1690352796/- (Equity) as on the last day of quarter ended
(d) after the offer: Not applicable;
(e) after conversion of convertible instruments (if applicable): Not applicable; and
(f) share premium account (before and after the offer): NA( The issue of NCD will not
reflect in premium ) 1,399.55 Crores
ii. The details of the existing share capital of the Issuer in a tabular form, indicating
therein with regard to each allotment, the date of allotment, the number of shares
allotted, the face value of the shares allotted, the price and the form of
consideration. Provided that the Issuer shall also disclose the number and price at
which each of the allotments were made in the last one year preceding date of
private placement offer cum application letter separately indicating the allotments
made for considerations other than cash and the details of the consideration in each
case;
c. Profits of the Company, before and after making provision for tax, for the three financial years immediately
preceding the date of issue of private placement offer cum application letter.
The table below set forth information regarding profit for the last three financial year
(Rs. In millions except dividend per share)
Particulars As at March
31,2020
As at March
31, 2019
As at March
31, 2018
Profit before tax 16800.1 12,177.42 10,553.68
Total tax expense 4496.98 4,272.86 3,662.80
Profit after tax 12303.12 7,904.56 6,890.88
Dividend declared per
share of Rs.2
2.75 Rs. 2.20 Rs. 2.00
Dividends declared by the Company in respect of the said three financial years; interest coverage ratio for last
three years (cash profit after tax plus interest paid/interest paid).
d. The following table sets forth certain details regarding the dividend paid by our Company on the equity shares for
Fiscal Years.
Particulars Fiscal
2019
Fiscal
2018
Fiscal
2017
Fiscal
2016
Fiscal
2015
Face value of Equity Shares (Rs. per
share)
2 2 2 2 2 2
Interim dividend on Equity Shares
(Rs. per share)
2.75 2.15 2 1.5 2.25 1.35
Final dividend of Equity Shares (Rs.
per share)
0 0 0 0 0 0
Total interim dividend on Equity
Shares
2321.75 1811.77 1683.94 1262.56 1892.72 1135.65
86
Particulars Fiscal
2019
Fiscal
2018
Fiscal
2017
Fiscal
2016
Fiscal
2015
Total final dividend on Equity Shares 0 0 0 0 0 0
Dividend tax (gross) on interim
dividend
477.24 372.41 342.81 257.02 385.31 215.71
Dividend tax (gross) on final dividend 0 0 0 0 0 0
e. Interest Coverage Ratio
Particulars Fiscal
2020
Fiscal
2019
Fiscal
2018
Fiscal
2017
Fiscal
2016
Fiscal
2014
Fiscal
2015
Cash profit (Profit after tax +
Depreciation) (Rs. Million)
13843.78 8,589.34 7,500.58 7842.95 3903.32 3246.13 2,899.06
Interest (Rs. million) 13911.99 10177.69 7943.94 10025.55 8838.65 8726.7 10266.01
Interest coverage ratio 2.2 2.2 2.33 2.11 1.44 1.37 1.28
A summary of the financial position of the Company as in the three audited balance sheets immediately preceding
the date of issue of private placement offer cum application letter;
Unconsolidated Statement of Assets and Liabilities of the Company as at the end of the last three financial
years preceding the date of the offer letter: (3 years complete set of financials are enclosed with IM).
Unconsolidated Profit and loss account of the Company for the last three financial years preceding the date
of the offer letter: 3 years complete set of financials are enclosed with IM
f. Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer letter: (3 years
complete set of financials are enclosed with IM , Cashflow is part of Financials)
g. Any change in accounting policies during the last three years and their effect on the profits and the reserves of the
Company: No Change.
h. The changes in the accounting policies of the Company during the last three financial years given below: No
other changes.
A. Cash flow from operating
activities
March 31
2018
March 31
2017
March 31
2016
March 31
2015
March 31
2014
Net profit before taxation 10,665.55 11148.77 5189.12 4124.28 3,430.50
Depreciation and amortization 609.70 582.61 530.89 538.81 638.95
(Profit)/loss on sale of fixed assets -3.41 -5.17 -6.7 -6.5 -4.82
Net gain on sale of current
investments
-5.95 -5.98 -23.3 -77.2 -169.49
Interest Income -95.91 -117.7 -229.53
Interest Expense 8562.56 8416.43 10,020.75
Dividend Income -
Provision for standard assets 61.93 95.90 128.76 27.41 -44.43
Bad debts/advances written off /
provision for non-performing assets
and provision for doubtful advances
414.24 459.99 195.96 247.17 513.1
Amortization of forward contracts
Premium
27.68 89.77
87
A. Cash flow from operating
activities
March 31
2018
March 31
2017
March 31
2016
March 31
2015
March 31
2014
Provision for Litigation claim 0.23 6.56 4.07 4.64 9.69
Operating profit before working
capital changes
11,769.97 12372.45 14485.45 13157.34 14,164.72
Movements in working capital:
Increase/ (decrease) in trade payable -225.58 452.71 -9.63 -119.79 -48.96
Increase/ (decrease) in other current
liabilities and provisions
401.95 1985.14 265.85 -589.57 -1,840.23
Decrease / (increase) in long-term
loans and advances
-5,336.06 -636.90 -1242.25 -309.49 -120.6
Decrease / (increase) in short-term
loans and advances
-8,371.73 -13485.41 -9433.01 -11072.99 17,606.52
Decrease / (increase) in other current
assets
414.50 513.03 2220.84 -13.6 751.61
Increase / (decrease) in Other long
term liabilities (net)
-433.22 -187.27 -8.17 23.74 -20.17
Cash generated from /(used in)
operations
-1,780.17 1013.75 6279.08 1075.64 30,492.89
Direct taxes paid (net of refunds) -4,122.66 -3,847.09 -1682.35 -1378.47 -1,257.99
Net cash flow from/ (used in)
operating activities (A)
-5,902.83 -2833.34 4596.73 -302.83 29,234.90
B. Cash flows from investing
activities
Purchase of fixed assets, including
CWIP
-1515.90 -464.04 -710.152492 -246.83 -258.66
Proceeds from sale of fixed assets 5.86 5.57 10.8529177 8.44 9.48
Purchase of current investments 0 -450 -1625.46 -7,473.65
Purchase of non-current investments -507.86 0 -1565.5 -1456.83 -163.56
Sale of current investments - - 2591.5 7484.5 6,662.80
Interest Income on DLB Bond 5.95 5.98
Sale of non-current investments -
Redemption/ maturity of bank
deposits (having original maturity of
more than three months)
656.46 1148.11 937.8 1838.88 3,562.24
Investments in bank deposits (having
original maturity of more than three
months)
-849.98 -1019.65 -1052.34 -925.76 -2,588.78
Interest received 96.61 181.15 239.05
Dividends received -
Net cash flow from/ (used in)
investing activities (B)
-2,205.47 -324.03 -141.2295743 5258.09 -11.08
C. Cash flows from financing
activities
Proceeds from issuance of equity
share capital
52.23 21.65 -
Share issue expense -
Proceeds from Institutional
debentures (Long term)
2,000.00 15050 100
Redemption of preference shares -
Repayment of Institutional
debentures
-767.00 -436.40 -890.505 -1227.04 -3,042.14
Proceeds from issue of Public
debentures
4785.52 2,000.00
Repayment of Public debentures -2,706.74 -1539.72 -1505.35 -455.61 -2,987.32
88
A. Cash flow from operating
activities
March 31
2018
March 31
2017
March 31
2016
March 31
2015
March 31
2014
Proceeds from Institutional
debentures (short term)
-
Repayment of Institutional
debentures (short term)
-999.79
Proceeds from Retail Debenture 50 2,730.40
Repayment of Retail Debenture -320.72 -94.66 -451.815 -2565.61 -3,354.16
Proceeds from inter corporate
deposits
112.5
Repayment of inter corporate
deposits
-32.5 -80
Application money received for
issue of redeemable non-convertible
debenture
-2000 2,008.15
Proceeds from commercial paper 1,40,976.40 87,246.61 70266.4915 74654.58 19,755.65
Repayment of commercial paper -1,35,119.36 -73,489.32 -61834.06077 -73748.44 -20,462.19
Proceeds from subordinated debt
(Institutions)
-
Proceed from Vehicle Loan 0 31 0 2.13
Repayment of Vehicle Loan -5.30 -1.73 -1.996 -3.38 -4.43
Repayment of Deposits -
Proceed from Finance Lease 110.35 27.01 81.03
Repayment of Finance Lease -39.64 -27.55 -19.65
Repayment of Subordinate Debt -857.58 -1807.31 -575.18 -531.85 -387.11
Proceed from Term loan from Bank 2,20,150 103820 117400 110840 57,110.00
Repayment of Term Loan -2,06,889.24 -124470.30 -122362.75 -83364.17 -66,270.21
Proceeds from Foreign Currency
Term Loan – Bank
0 1500
Proceeds from Foreign Currency
WCDL- Bank
0 5500
Repayment of Foreign Curremcy
WCDL-Bank
-5,617.44
Proceeds from Borrowings from
Others
213.08 122.26 262.8 58.76 750
Repayment of Borrowings from
Others
-91.27 -248.53 -175.17 -1895.2 -2,767.72
Proceeds / (Repayment) in working
capital bank borrowings (net)
-671.38 -7206.18 3891.09 -20600.76 -2,400.37
Interest Expense paid -8335.77 -8143.68 -9,712.17
Dividends paid -1,683.94 -1,262.56 -1892.74 -1135.64 -1,135.65
Tax on dividend paid -342.81 -257.02 -385.31 -215.71 -193
Net cash flow from/ (used in) in
financing activities (C)
8,389.64 2,477.25 -6528.88527 -5530.73 -29,227.43
Net increase/(decrease) in cash and
cash equivalents (A + B + C)
281.34 -680.12 -2073.384844 -575.47 -3.61
Cash and cash equivalents at the
beginning of the year
2621.42 3301.54 5894.49 6469.96 6,473.57
Add: Adjustments on account of
amalgamation
-
Cash and cash equivalents at the end
of the year
2902.76 2621.42 3821.105156 5894.49 6,469.96
Components of cash and cash
equivalents
Cash on hand 902.34 1025.56 1269.61 1517.02 1,221.67
89
A. Cash flow from operating
activities
March 31
2018
March 31
2017
March 31
2016
March 31
2015
March 31
2014
With banks -
- on current account 2000.42 1595.86 2066.19 3857.83 2,635.80
- on deposit account 105 140
- in escrow account* -
NCD public issue application money 2,008.15
Unpaid NCD trustee account 19.15 24.39
Unpaid matured deposit account 0.07 0.07 0.07 0.07 0.22
Unpaid auction surplus deposit 620.31 510.40 446.71 390.21 443.6
Unpaid dividend account 33.79 30.91 38.53 24.36 20.52
Total cash and cash equivalents
(note 13 to Annexure IV)
3017.21 3187.19 3821.11 5894.49 6,469.96
90
PART B
91
ANNEXURE I
SHAREHOLDING PATERN AS ON JUNE 30, 2020
Sr.
No
Particulars Total No of
Equity
Shares
Total Shareholding
as % of total no of
equity shares
Number of equity
shares held in
dematerialized form
Shares Pledged of
otherwise encumbered
1 Promoter and
Promoter Group
296156139 35.041 296156139 5000000
2 Public 549020259 64.959 544890231 0
3 Non Promoter-Non
Public
4 Shares underlying
DRs
5 Shares held by
Employee Trusts
Total 845176398 100 841046370 5000000
92
ANNEXURE II
FINANCIAL POSITION OF THE COMPANY FOR THE LAST 3 YEARS
(Audited Financials of last 3 years enclosed)
Manappuram Finance Limited
Consolidated Balance Sheet as at 31 March 2020
(All amounts are in millions of Indian Rupees, unless otherwise
stated)
Particulars Note
No:
As at
31 March
2020
As at
31 March 2019
As at
31 March
2018
ASSETS
1 Financial assets
Cash and cash equivalents 9
32,930.76
8,403.80
4,842.82
Bank balance other than above 10
3,528.65
3,238.15
2,398.43
Derivative financial instruments 20
1,369.97
32.31
-
Trade receivables 11
24.77
27.13
10.88
Loans 12
2,31,893.33
1,78,100.06
1,52,429.97
Investments 13
900.80
1,737.55
49.25
Other financial assets 14
8,019.38
6,075.79
4,524.09
2 Non-financial assets
Current tax assets (net) 15
961.62
1,694.05
1,057.71
Deferred tax assets (net) 39
1,013.57
770.59
1,082.64
Investment property 16
0.86
0.86
0.86
Property, plant and equipment 17
3,272.20
3,124.73
2,686.56
93
Capital work-in-progress
34.61
8.90
1.47
Right of Use Asset 38(c)
4,190.64
-
-
Goodwill
355.65
355.65
355.65
Other intangible assets 18
207.03
184.66
56.90
Other non-financial assets 19
807.61
702.56
729.19
Total assets
2,89,511.45
2,04,456.79
1,70,226.42
LIABILITIES AND EQUITY
LIABILITIES
1 Financial liabilities
Derivative financial instruments 20
-
-
66.62
Payables
- Trade payables 21
(i) total outstanding dues of micro enterprises and
small enterprises
-
0.30
-
(ii) total outstanding dues of creditors other than
micro enterprises and small enterprises
1,736.62
1,326.26
1,181.55
Debt securities 22
79,390.59
55,986.53
54,295.44
Borrowings (other than debt securities) 23
1,37,563.86
95,770.84
70,575.57
Deposits 24
0.10
19.20
-
Subordinated liabilities 25
1,212.67
1,195.88
1,199.55
Lease Liability
4,486.54
-
-
Other financial liabilities 26
3,013.22
2,730.40
3,438.39
2 Non-financial liabilities
Provisions 27
644.87
547.67
449.62
Other non-financial liabilities 28
3,419.08
954.53
566.66
94
2,31,467.55
1,58,531.61
1,31,773.40
3 EQUITY
Equity share capital 29
1,689.99
1,685.62
1,685.07
Other equity 30
55,771.11
43,780.37
36,476.35
Equity attributable to equity holders of the
parent
57,461.10
45,465.99
38,161.42
Non-controlling interest
582.80
459.19
291.60
Total equity
58,043.90
45,925.18
38,453.02
Total Liabilities and Equity
2,89,511.45
2,04,456.79
1,70,226.42
See accompanying notes forming part of the Consolidated financial
statements.
In terms of our report attached
For Deloitte Haskins & Sells LLP For and on behalf of the Board of
Directors
Chartered Accountants
S. Sundaresan V.P. Nandakumar B. N.
Raveendra
Babu
Partner Managing Director and Chief Executive
Officer
Executive
Director
DIN: 00044512 DIN:
00043622
Bindu
A.L
Manoj Kumar
V.R
Chief Financial Officer Company
Secretary
Place: Bengaluru Place: Valapad,
Thrissur
Dat
e:
Date: May 14, 2020
95
Manappuram Finance Limited
Consolidated Statement of Profit and Loss for the year ended
31 March 2020
(All amounts are in millions of Indian Rupees, unless otherwise
stated)
Particulars Note
No:
Year ended
31 March 2020
Year ended
31 March
2019
Year ended
31 March
2018
Revenue from operations
(i
)
Interest income 31 (i)
52,170.55
40,461.25
33,539.50
(ii
)
Dividend Income 31 (ii)
94.71
50.76
19.59
(ii
i)
Fees and commission income 31 (iii)
1,034.99
837.05
593.51
(i
v)
Net gain on fair value changes 31 (iv)
1,259.10
295.91
5.64
(v
)
Other operating income 31 (v)
93.84
150.10
49.36
(I) Total Revenue from
operations
54,653.19
41,795.07
34,207.60
(II) Other income 32
858.69
625.18
584.29
(III
)
Total income (I + II)
55,511.88
42,420.25
34,791.89
Expenses
(i
)
Finance costs 33
18,322.26
13,449.41
10,304.47
(ii
)
Fees and commission expense 34
236.63
195.78
126.67
(ii
i)
Impairment on financial
instruments
35
2,376.15
547.33
1,773.16
(i
v)
Employee benefits expenses 36
8,301.32
7,201.12
6,260.75
(v
)
Depreciation and amortisation 37
1,641.77
752.34
682.59
(v Other expenses 38
96
i) 4,560.77 5,708.36 5,275.24
(IV
)
Total expenses (IV)
35,438.90
27,854.34
24,422.88
(V) Profit before tax (III- IV)
20,072.98
14,565.91
10,369.01
(VI
)
Tax expense:
(1) Current tax 39
5,344.65
4,753.17
3,748.54
(2) Deferred tax 39
(74.84)
327.24
(139.25)
(VI
I)
Profit for the year (V-VI)
14,803.17
9,485.50
6,759.72
(VI
II)
Other comprehensive income
(i) Items that will not be re classified to profit
or loss
- Remeasurements of the defined
benefit plans
(79.46)
(39.07)
(11.58)
(ii) Income tax relating to items that will not
be reclassified to profit or loss
19.46
13.77
3.87
Other comprehensive income
(60.00)
(25.30)
(7.71)
(IX
)
Total comprehensive income (VII+VIII)
14,743.17
9,460.20
6,752.01
Profit for the year attributable
to
Equity holders of the parent 14,677.57 9,404.60 6,771.90
Non-controlling interest 125.60
80.90
(7.14)
Other comprehensive income for the year,
net of tax
Equity holders of the parent
(59.90)
(25.40)
(7.87)
Non-controlling interest
(0.10)
0.10
0.17
97
Total comprehensive income for the year,
net of tax
Equity holders of the parent 14,617.67 9,379.20 6,764.02
Non-controlling interest
125.50
81.00
(6.97)
(X) Earnings per equity share 40
Basic (Rs.)
17.54
11.26
8.03
Diluted (Rs.)
17.49
11.24
8.01
See accompanying notes forming part of the Consolidated financial
statements.
In terms of our report attached
For Deloitte Haskins & Sells LLP For and on behalf of the Board of
Directors
Chartered Accountants
S. Sundaresan V.P. Nandakumar B. N.
Raveendra
Babu
Partner Managing Director and Chief
Executive Officer
Executive
Director
DIN:
00044512
DIN: 00043622
Bindu
A.L
Manoj Kumar
V.R
Chief Financial
Officer
Company
Secretary
Place: Bengaluru Place: Valapad,
Thrissur
Date: Date: May 14, 2020
98
Manappuram Finance Limited
Notes to Standalone Financial Statements for the year ended 31 March 2020
(All amounts are in millions of Indian Rupees, unless otherwise stated)
Note 42: Related Party Disclosures
Relationship Name of the
party
Subsidiary company : Manappuram Home
Finance Limited
Asirvad Microfinance
Limited
Manappuram Insurance
Brokers Limited
Manappuram Comptech and
Consultants Limited
Associates / Enterprises owned or significantly influenced by key management personnel or their relatives :
Manappuram
Jewellers Limited
DT3
Advisory Pvt
Ltd*
Manappuram Agro
Farms Limited
Lions Coordination committee of
India association
Manappuram
Foundation
Finance Industry
Development Council
Manappuram Health
Care Limited *
LICHFL Trustee
Company Pvt Ltd*
Manappuram Construction
and Properties Limited
FINTECH Products and
Solutions (India)Pvt Ltd*
Manappuram Chit Funds Company
Private Limited *
FINSEC AA
Solutions Pvt Ltd*
MABEN Nidhi
Limited*
Orange Retail Finance India
Private Limited*
Manappuram Asset
Finance Limited
JSW Industrial Gases
Pvt Ltd*
Manappuram Chits
(Karnataka) Private Limited
*
Ananya Finance for Inclusive Growth
Private Limited*
Manappuram Chits
India Limited *
Natafim Agricultural Financing
Agency Private Limited*
Adlux Medicity and Convention Veritas Finance
99
Centre Private Limited* Private Limited*
MAFIN Enterprise * Booker India Private
Limited*
Manappuram travels Booker Satnam Wholesale
Private Limited*
Manappuram Chits * NETAFIM Agricultural
Financing Agency Pvt ltd*
Orange Retail
Finance Pvt Ltd*
VISTAAR Financial
services Pvt Ltd*
DTA Advisory Pvt
Ltd*
SNST Advisories Pvt
Ltd*
DTB Advisory Pvt
Ltd*
Key Management Personnel : Mr. V P Nandakumar - Managing
Director & CEO
Mr.Jagdish Capoor -
Chairman
Mr. B.N Raveendra Babu -
Executive Director
Mrs. Bindhu AL - Chief
Financial Officer
Mr. Manoj Kumar VR -
Company Secretary
Mr.P.Manomohanan-
Director
Adv.V.R.Ramachandr
an-Director
Mr.Gautam Ravi
Narayan - Director
Ms. Sutapa Banerjee-
Director
Abhijit Sen-
Director
Harshan Kollara-
Director
Shailesh J Mehta-
director
Ms. Amla Samanta-
Ex-Director
Relatives of Key Management Personnel : Mrs. Sushama Nandakumar (wife of
Mr. V P Nandakumar)*
100
Mr. Sooraj Nandan (son of Mr. V P
Nandakumar)*
Mrs Sumitha Jayshankar(daughter of
Mr. V P Nandakumar)*
Mr. Suhas Nandan (son of
Mr. V P Nandakumar)
Ms. Biji Babu (daughter of Mr. B.N
Raveendra Babu)*
Mrs. Shelly Ekalavyan (sister of Mr.
V P Nandakumar)*
Mrs. Rajalakshmi Raveendra Babu (wife of
Mr. B.N Raveendra Babu)*
Mr.Benny V.L (Husband of
Mrs. Bindu A L)*
* No transactions with these related parties
Related Party transactions during the year:
Particulars Subsidiary
Company
Associates /
Enterprises owned
or significantly
influenced by Key
Management
Personnel or their
relatives
Key Management
Personnel
Relatives of Key
Management
Personnel
As
at
31
Mar
ch
2020
As
at
31
Mar
ch
2019
As
at
31
Mar
ch
2018
As
at
31
Marc
h
2020
As
at
31
Mar
ch
2019
As
at
31
Mar
ch
2018
As
at
31
Mar
ch
2020
As
at
31
Mar
ch
2019
As
at
31
Mar
ch
2018
As
at
31
Mar
ch
2020
As
at
31
Mar
ch
201
9
As
at
31
Mar
ch
201
8
Debentures and
Subordinate Bond
redeemed during the
year
-
-
-
-
-
-
-
-
-
-
0.67
1.47
Mrs. Shelly Ekalavyan
-
-
-
-
-
-
-
-
-
-
0.67
0.67
Mrs. Rajalakshmi
Raveendra Babu
-
-
-
-
-
-
-
-
-
-
-
0.80
Equity contribution
50.0
0
4,63
7.89
530.
65
-
-
-
-
-
-
-
-
-
Asirvad Microfinance
Limited
-
3,62
501.
-
-
-
-
-
-
-
-
-
101
1.22 15
Manappuram Insurance
Brokers Limited
-
2.67
15.5
9
-
-
-
-
-
-
-
-
-
Manappuram Home
Finance Limited
-
1,00
6.00
13.9
2
-
-
-
-
-
-
-
-
-
Manappuram Comptech
and Consultants Ltd
50.0
0
8.00
-
-
-
-
-
-
-
-
-
-
Interest expense
-
-
-
-
-
-
-
-
-
-
0.23
0.15
Mrs. Shelly Ekalavyan
-
-
-
-
-
-
-
-
-
-
0.23
0.15
Commission to Directors
-
-
-
-
-
-
53.1
3
73.40
65.50
-
-
-
Mr. V.P.Nandakumar
-
-
-
-
-
-
35.0
0
50.00
37.50
-
-
-
Mr. Raveendra Babu
-
-
-
-
-
-
3.85
5.50
5.00
-
-
-
Mr.Abhijit Sen
-
-
-
-
-
-
1.91
-
-
-
-
-
Mr.Harshan Kollara
-
-
-
-
-
-
0.35
-
-
-
-
-
Mr.Jagdish Capoor
-
-
-
-
-
-
3.83
4.50
4.00
-
-
-
Mr.P Manomohanan
-
-
-
-
-
-
2.55
3.50
3.00
-
-
-
Mr.Shailesh J. Mehta
-
-
-
-
-
-
0.32
4.50
10.00
-
-
-
Mrs.Sutapa Banerjee
-
-
-
-
-
-
2.13
0.40
-
-
-
Mr.V R Rajiven
-
-
-
-
-
-
1.06
2.50
2.00
-
-
-
Mr.V.R. Ramachandran
-
-
-
-
-
-
2.13
2.50
2.00
-
-
-
Mrs. Amla Samanta
-
-
-
-
-
-
-
-
2.00
Sitting Fee to Directors:
102
- - - - - - 4.18 3.76 - - - -
Mr.Abhijit Sen
-
-
-
-
-
-
0.31
-
-
-
-
Mr.Harshan Kollara
-
-
-
-
-
-
0.04
-
-
-
-
Mr.Jagdish Capoor
-
-
-
-
-
-
0.87
0.68
-
-
-
Mr.P Manomohanan
-
-
-
-
-
-
0.93
1.06
-
-
-
Mr.Shailesh J. Mehta
-
-
-
-
-
-
0.04
0.32
-
-
-
Mrs.Sutapa Banerjee
-
-
-
-
-
-
0.92
0.08
-
-
-
Mr.V R Rajiven
-
-
-
-
-
-
0.27
1.00
-
-
-
Mr.V.R. Ramachandran
-
-
-
-
-
-
0.80
0.62
-
-
-
Remuneration to
Directors
-
-
-
-
-
-
96.5
4
85.33
64.69
-
-
-
Mr. V.P.Nandakumar
-
-
-
-
-
-
84.3
8
73.70
53.77
-
-
-
Mr. Raveendra Babu
-
-
-
-
-
-
12.1
6
11.63
10.92
-
-
-
-
Remuneration to other
KMPs
-
-
-
-
-
-
12.2
0
7.21
7.21
-
-
-
Ms. Bindu A.L
-
-
-
-
-
-
9.17
1.63
-
-
-
-
Mr. Manoj Kumar V R
-
-
-
-
-
-
3.03
0.77
-
-
-
-
Mr. Kapil Krishan
-
-
-
-
-
-
-
2.19
9.72
-
-
-
Mr. Ramesh Periasamy
-
-
-
-
-
-
-
2.62
2.96
-
-
-
Remuneration paid to
Relative of KMP
-
-
-
-
-
-
-
-
-
1.38
5.26
13.8
5
103
Mr. Sooraj Nandan
-
-
-
-
-
-
-
-
-
-
0.81
5.28
Mrs. Sumita Jayshankar
-
-
-
-
-
-
-
-
-
-
3.06
7.32
Mr. Suhas Nandan
-
-
-
-
-
-
-
-
-
1.38
1.39
1.25
-
Related Party transactions during the year
(Contd…)
Particulars Subsidiary
Company
Associates /
Enterprises owned
or significantly
influenced by Key
Management
Personnel or their
relatives
Key Management
Personnel
Relatives of Key
Management
Personnel
As
at
31
Mar
ch
2020
As
at
31
Mar
ch
2019
As
at
31
Mar
ch
2018
As
at
31
Marc
h
2020
As
at
31
Mar
ch
2019
As
at
31
Mar
ch
2018
As
at
31
Mar
ch
2020
As
at
31
Mar
ch
2019
As
at
31
Mar
ch
2018
As
at
31
Mar
ch
2020
As
at
31
Mar
ch
201
9
As
at
31
Mar
ch
201
8
Travelling Expense paid
-
-
-
38.67
-
-
-
-
-
-
-
-
Manappuram Travels
-
-
-
38.67
-
-
-
-
-
-
-
-
Reimbursement of
Travelling expense
-
-
-
-
-
-
-
0.63
1.98
-
-
-
Mr. V.P.Nandakumar
-
-
-
-
-
-
-
0.44
1.83
-
-
-
Mr. Raveendra Babu
-
-
-
-
-
-
-
0.19
0.15
-
-
-
CSR Paid
-
-
-
267.3
8
158.5
7
101.1
0
-
-
-
-
-
-
Manappuram Foundation
-
-
-
267.3
8
158.5
7
101.1
0
-
-
-
-
-
-
Payment to
-
-
-
10.18
-
-
-
-
-
-
-
-
104
Lions Coordination
committee of India
Association
-
-
-
10.18
-
-
-
-
-
-
-
-
Rent Paid
-
-
-
4.15
3.46
1.24
-
-
0.36
0.13
0.16
0.34
Mr. V.P.Nandakumar
-
-
-
-
-
-
-
-
0.36
-
-
-
Mr. Suhas Nandan
-
-
-
-
-
-
-
-
-
0.13
0.16
0.14
Mrs Sumitha Jayshankar
-
-
-
-
-
-
-
-
-
-
-
0.12
Mr. Sooraj Nandan
-
-
-
-
-
-
-
-
-
-
-
0.08
Manappuram Agro Farms
Limited
-
-
-
4.15
3.46
1.24
-
-
-
-
-
-
-
Reimbursement of Rent
& Expenses
-
-
-
3.80
5.70
1.90
-
-
-
-
-
-
Manappuram Foundation
-
-
-
3.80
5.70
1.90
-
-
-
-
-
-
Rent Received
2.23
1.52
0.35
9.14
5.28
1.30
-
-
-
-
-
-
Manappuram Jewellers
Limited
-
-
-
0.43
0.47
0.48
-
-
-
-
-
-
Manappuram Agro Farms
Limited
-
-
-
0.08
0.08
0.14
-
-
-
-
-
-
Manappuram Insurance
Brokers Limited
2.23
1.52
0.35
-
-
-
-
-
-
-
-
-
Manappuram Foundation
-
-
-
8.63
4.73
0.68
-
-
-
-
-
-
-
-
Electricity Charge
Received
0.48
-
-
0.85
0.91
0.85
-
-
-
-
-
-
Manappuram Jewellers
Limited
-
-
-
0.61
0.76
0.73
-
-
-
-
-
-
Manappuram Insurance
Brokers Limited
0.48
-
-
-
-
-
-
-
-
-
-
-
Manappuram Foundation
-
-
-
0.16
0.07
0.12
-
-
-
-
-
-
Manappuram Agro Farms
105
Limited - - - 0.08 0.07 - - - - - - -
-
-
Purchase of assets
13.8
8
1.63
2.50
-
-
-
-
-
-
-
-
-
Manappuram Comptech
and Consultants Ltd
13.8
8
1.63
2.50
-
-
-
-
-
-
-
-
-
Subscription Fee paid
-
-
-
0.05
-
-
-
-
-
-
-
-
Finance Industry
Development Council
-
-
-
0.05
-
-
-
-
-
-
-
-
Advertisement expense
-
-
-
0.10
-
-
-
-
-
-
-
-
Finance Industry
Development Council
-
-
-
0.10
-
-
-
-
-
-
-
-
Rent & Other Expenses
received
12.1
2
2.81
0.85
8.24
7.99
2.66
-
-
-
-
-
-
Manappuram Home
Finance Limited
12.1
2
2.81
0.85
-
-
-
-
-
-
-
-
-
Manappuram Foundation
-
-
-
8.24
7.99
2.66
-
-
-
-
-
-
Related Party transactions during the year
(Contd…)
Particulars Subsidiary
Company
Associates /
Enterprises owned
or significantly
influenced by Key
Management
Personnel or their
relatives
Key Management
Personnel
Relatives of Key
Management
Personnel
As
at
31
Mar
ch
2020
As
at
31
Mar
ch
2019
As
at
31
Mar
ch
2018
As
at
31
Marc
h
2020
As
at
31
Mar
ch
2019
As
at
31
Mar
ch
2018
As
at
31
Mar
ch
2020
As
at
31
Mar
ch
2019
As
at
31
Mar
ch
2018
As
at
31
Mar
ch
2020
As
at
31
Mar
ch
201
9
As
at
31
Mar
ch
201
8
106
Consultation Charge
Paid
1.60
-
-
-
-
-
-
-
-
-
-
-
Manappuram Comptech
and Consultants Ltd
1.60
-
-
-
-
-
-
-
-
-
-
-
Technical Charges Paid
8.28
7.38
-
-
-
-
-
-
-
-
-
-
Manappuram Comptech
and Consultants Ltd
8.28
7.38
-
-
-
-
-
-
-
-
-
-
-
-
Construction Expenses
-
-
-
7.39
8.83
-
-
-
-
-
-
-
Manappuram Construction
and Properties Ltd
-
-
-
7.39
8.83
-
-
-
-
-
-
-
-
-
Monthly usage charges
paid
0.85
0.78
0.78
-
-
-
-
-
-
-
-
-
Manappuram Comptech
and Consultants Ltd
0.85
0.78
0.78
-
-
-
-
-
-
-
-
-
Interest Income
60.2
6
23.9
4
0.07
2.66
-
-
-
-
-
-
-
-
Manappuram Home
Finance Limited
60.2
6
23.9
4
0.07
-
-
-
-
-
-
-
-
-
Manappuram Asset
Finance Limited
-
-
-
2.66
-
-
-
-
-
-
-
-
Interest Expense
0.07
-
-
-
-
-
-
-
-
-
-
-
Asirvad Microfinance
Limited
0.07
-
-
-
-
-
-
-
-
-
-
-
Loan taken from
Asirvad Microfinance
Limited
200.
00
-
-
-
-
-
-
-
-
-
-
-
Repayment of Loan
taken
107
Asirvad Microfinance
Limited
200.
00
-
-
-
-
-
-
-
-
-
-
-
Corporate loan given to
1,72
5.00
1,91
0.00
245.
00
-
-
-
-
-
-
-
-
-
Manappuram Home
Finance Limited
1,72
5.00
1,91
0.00
245.
00
-
-
-
-
-
-
-
-
-
-
-
Repayment of Corporate
loan from
1,73
5.00
1,61
0.00
245.
00
-
-
-
-
-
-
-
-
-
Manappuram Home
Finance Limited
1,73
5.00
1,61
0.00
245.
00
-
-
-
-
-
-
-
-
-
Sale of Loan assets
through Assignment
transactions
88.5
7
-
-
-
-
-
-
-
-
-
-
-
Manappuram Home
Finance Limited
88.5
7
-
-
-
-
-
-
-
-
-
-
-
Investment in Pass
through certificates
(PTC's)
-
-
-
58.52
-
-
-
-
-
-
-
-
Manappuram Asset
Finance Limited
-
-
-
58.52
-
-
-
-
-
-
-
-
Related Party transactions during the year (Contd…)
Particulars Subsidiary
Company
Associates /
Enterprises owned
or significantly
influenced by Key
Management
Personnel or their
relatives
Key Management
Personnel
Relatives of Key
Management
Personnel
As
at
31
Mar
ch
As
at
31
Mar
ch
As
at
31
Mar
ch
As
at
31
Marc
h
As
at
31
Mar
ch
As
at
31
Mar
ch
As
at
31
Mar
ch
As
at
31
Mar
ch
As
at
31
Mar
ch
As
at
31
Mar
ch
As
at
31
Mar
ch
201
As
at
31
Mar
ch
201
108
2020 2019 2018 2020 2019 2018 2020 2019 2018 2020 9 8
Balance outstanding as at
the year end:
-
-
-
-
-
-
-
-
-
-
-
-
Investment in Subsidiary
company
8,41
0.64
8,37
1.40
3,73
3.52
-
-
-
-
-
-
-
-
-
Manappuram Home
Finance Limited
2,07
5.81
2,08
1.45
1,07
5.45
-
-
-
-
-
-
-
-
-
Asirvad Microfinance
Limited
6,24
6.41
6,24
6.20
2,62
4.98
-
-
-
-
-
-
-
-
-
Manappuram Insurance
Brokers Limited
28.9
2
35.7
5
33.0
8
-
-
-
-
-
-
-
-
-
Manappuram Comptech
and Consultants Ltd.
59.5
0
8.00
-
-
-
-
-
-
-
-
-
-
Security Deposit
1.03
1.03
-
0.42
0.32
-
-
-
-
-
-
-
Manappuram Foundation
-
-
-
0.19
0.09
-
-
-
-
-
-
-
Manappuram Jewellers
Limited
-
-
-
0.19
0.19
-
-
-
-
-
-
-
Manappuram Agro Farms
Limited
-
-
-
0.04
0.04
-
-
-
-
-
-
-
Manappuram Insurance
Brokers Limited
1.03
1.03
-
-
-
-
-
-
-
-
-
-
-
Corporate Loan
Outstanding
290.
00
300.
00
-
-
-
-
-
-
-
-
-
-
Manappuram Home
Finance Limited
290.
00
300.
00
-
-
-
-
-
-
-
-
-
-
-
109
Invesment in Pass
through certificates
(PTC's) Outstanding
-
-
-
38.23
-
-
-
-
-
-
-
-
Manappuram Asset
Finance Limited
-
-
-
38.23
-
-
-
-
-
-
-
-
Amounts receivable (net)
from related parties
3.84
-
-
6.97
-
-
-
-
-
-
-
-
Manappuram Construction
and Properties Ltd.
-
-
-
6.82
-
-
-
-
-
-
-
-
Manappuram Home
Finance Limited
2.79
-
-
-
-
-
-
-
-
-
-
-
Manappuram Insurance
Brokers Limited
1.05
-
-
-
-
-
-
-
-
-
-
-
Manappuram Jewellers
Limited
-
-
-
0.12
-
-
-
-
-
-
-
-
Manappuram Agro Farms
Limited
-
-
-
0.03
-
-
-
-
-
-
-
-
Amounts payable (net) to
related parties
21.4
5
6.67
3.59
4.00
-
-
24.9
1
32.88
27.84
-
-
1.18
Mr. V.P.Nandakumar
-
-
-
-
-
-
22.4
4
29.01
24.56
-
-
-
Mr. Raveendra Babu
-
-
-
-
-
-
2.47
3.87
3.28
-
-
-
Mrs. Shelly Ekalavyan
-
-
-
-
-
-
-
-
-
-
-
1.18
Manappuram Comptech
and Consultants Limited
18.8
9
6.67
-
-
-
-
-
-
-
-
-
-
Manappuram Construction
and Properties Ltd.
-
-
-
3.54
-
-
-
-
-
-
-
-
Manappuram Insurance
Brokers Limited
2.56
-
-
-
-
-
-
-
-
-
-
-
Manappuram Travels
-
-
-
0.46
-
-
-
-
-
-
-
-
110
Asirvad Microfinance
Limited
-
-
3.59
N
ot
e:
a) Related parties have been identified on the basis of the declaration received by the management and other records
available.
b) Loans given to related parties are repayable on demand. These loans carry interest @ 11.15%
c) The loans have been utilised by the Manappuram Home Finance Limited for lending Home Loan and meeting the
working capital requirements.
d) Manappuram Home Finance Limited has used the loan for meeting the working capital requirements.
e) The remuneration to the key managerial personnel does not include the provisions made for gratuity and leave benefits,
as they are determined on an actuarial basis for the company as a whole.
111
ANNEXURE III
RATING LETTER
112
113
ANNEXURE IV
CONSENT LETTER FROM THE TRUSTEE
114
ANNEXURE V
SUMMARY OF TERM OF ISSUANCE OF SECURED NON- CONVERTIBLE, REDEEMABLE DEBENTURES
115
116
117
118
119
120
121
ANNEXURE VI
PARTICULARS OF THE EXISTING ENCUMBRANCES AND SECURITY DETAILS
PART A
LIST OF BANKS WITH SPECIFIC CHARGE
Sl No Bank Name Margin/ Coverage Sanctioned limit Present Limit DP Required
1 HDFC BANK 20% 5500 5,500 6,875
TOTAL 5500 6875
PART B
LIST OF BANKS WITH PARIPASSU CHARGE ON RECEIVABLES
Sl No Bank Name Margin/ Coverage Sanctioned limit Present Limit Net Receivables
1 NABARD 20% 7,700 5,342.0 6679
ANNEXURE-III
LIST OF BANKS WITH PARIPASSU CHARGE ON CURRENT ASSETS INCLUDING RECEIVABLES
Sl No Bank Name Margin/
Coverage
Sanctioned
Limit
Present
Limit
DP Required
1 UNION BANK (E-ANDHRA BANK) 20% 6,000 5,333 6,400
2 IDBI BANK 20% 4,500 4,500 5,625
3 KOTAK MAHINDRA BANK 15% 4,000 3,625 4,265
4 SOUTH INDIAN BANK 15% 2,000 2,000 2,353
5 CANARA BANK(E-SYNDICATE BANK) 20% 7,500 7,500 9,375
6 UNION BANK OF INDIA 25% 6,000 6,000 8,000
7 CATHOLIC SYRIAN BANK 10% 750 438 486
8 PNB(E-ORIENTAL BANK OF COMMERCE) 20% 4,000 3,750 4,688
9 AXIS BANK 25% 5,500 5,318 7,091
10 ICICI BANK 15% 7,500 7,500 8,824
11 PUNJAB NATIONAL BANK 25% 10,000 10,000 13,333
12 FEDERAL BANK 20% 2,500 2,500 3,125
122
13 STATE BANK OF INDIA 25% 18,030 14,250 19,001
14 KARNATAKA BANK 10% 1,000 1,000 1,111
15 BANK OF BARODA (VIJAYA BANK) 20% 2,000 2,000 2,500
16 RBL Bank 15% 1,976 1,975 2,324
17 CANARA BANK 15% 1,000 1,000 1,176
18 WOORI BANK 10% 500 416 458
19 QATAR NATIONAL BANK 20% 230 230 276
20 BAJAJ FINANCE LTD 10% 2,250 1,500 1,950
21 INDIAN BANK 15% 2,000 2,000 2,353
22 UNION BANK (E-CORPORATION BANK) 20% 5,000 5,000 6,250
23 DHANLAXMI BANK 10% 340 340 378
24 INDUSIND BANK 15% 4,000 2,000 2,300
25 KARUR VYSYA BANK 10% 1,000 1,000 1,100
26 INTERNATIONAL FINANCE
CORPORATION
25% 2,400 2,400 3,000
27 SBI LIFE INSURANCE COMPANY
LIMITED
10% 1,000 1,000 1,100
28 UCO BANK 10% 1,000 833 917
29 YES BANK 15% 2,000 300 345
30 INDIAN BANK(E-ALLAHABAD BANK) 11% 2,000 2,000 2,214
31 PNB(E-UNITED BANK) 10% 500 500 550
32 CENTRAL BANK OF INDIA 20% 2,500 1,875 2,250
TOTAL 1,10,976 1,00,083 1,25,116
123
PART D
SECURITY STATUS
Security Cover Statement as at June 30, 2020 (Last Quarter Ended)
S
No.
Particulars Rs. in million Rs. in million Ref Issue Size Security
Cover
Gold Loan balance
1 Gross Gold loan balance
1,77,367.95
2 Less: Provision made towards Gold loan
balance
(1,443.03)
1,75,924.91 [A]
Interest accrued balance relating to above
gold loan balance
3 Gross Interest accrued balance
5,396.45
4 Less: Provision made towards Interest
accrued balance
(859.30)
4,537.15 [B]
5 VEF Loans (Rural and Semi Urban )and
Onlending to MFI's for Refinance of
Loan (Std.Assets)
6,679.00 [C]
Less:
5 Gold loan balance and Interest accrued
balance exclusively charged for dues to
banks [Annexure 1]
(6,679.00) [D]
-
7 Balance available as paripassu charge
for Non Convertible Debentures
(NCD) and US Dollar Bond issued by
the Company
1,80,462.06 [E] =
[A]+[B]+[
C]-[D]
Less: NCD Public Issue 100% coverage
(150.52) 150.52 1.00
Less: NCD Public Issue 100% coverage
(2,342.23) 2,342.23 1.00
Less: NCD Public Issue 100% coverage
(1,279.04) 1,279.04 1.00
Less: Mahindra MF
(150.00) 150.00 1.00
124
Less: ICICI Prudential
(2,000.00) 2,000.00 1.00
Less: ICICI Prudential AMC
(2,000.00) 2,000.00 1.00
Less: IDFC Bank Ltd
(1,001.67) 1,001.67 1.00
Less: SBI Mutual Fund
(2,500.00) 2,500.00 1.00
Less: Kotak Mahindra
(2,000.00) 2,000.00 1.00
Less: NCD - Aditya Birla MF
(3,500.00) 3,500.00 1.00
Less: NCD - Aditya Birla Finance
(1,000.00) 1,000.00 1.00
Less:NCD - Morgan Stanley
(2,250.00) 2,250.00 1.00
Less:NCD - Reliance
(2,000.00) 2,000.00 1.00
Less:NCD - SBI
(2,000.00) 2,000.00 1.00
Less:NCD -CENTRAL Bank
(2,500.00) 2,500.00 1.00
Less:NCD -PNB
(1,000.00) 1,000.00 1.00
Less:NCD -PSB
(500.00) 500.00 1.00
Less:NCD -HDFC
(6,250.00) 6,250.00 1.00
Less:NCD- Union Bank of India
(1,000.00) 1,000.00 1.00
Less :NCD - SBI
(6,250.00) 5,000.00 1.25
Less: NCD - A K Capital with 110%
coverage
(33.00)
(41,706.46) [F] 30.00 1.10
8 US Dollar Bond - 1st Tranche ($ 300
million)
(21,288.00) [G]
9 Balance available as paripassu charge
for Banks & FIs
1,17,467.60 [H] = [E]-
[F]-[G]
Less: Banks with Paripassu charge on
Receivables [Annexure 2] (6,875.00) [I]
1,10,592.60 [J] = [H] -
125
[I]
10 Add: Other Assets
Cash and Bank balances
33,086.24
Other Assets
1,075.93
Loans & Advances except as mentioned
in [C]
11,285.92
45,448.09 [K]
1,56,040.69 [L] =
[J]+[K]
11 Less: Liabilities of other paripassu
charge holders
Banks with Paripassu charge on Current
Assets [Annexure 3]
(1,24,011.00) [M]
Retail NCD (42.31) [N] 42.31 1.00
12 Excess Security available 31,987.39 [O]=[L]-
[M]-[N]