APPLICANT S UNDERTAKING I/We hereby agree and confirm that: 1. I/We have read, understood and agreed to the contents and terms and conditions of Prospectus dated February 27, 2018, this Abridged Prospectus and Corrigendum if any. 2. I/We hereby apply for allotment of the NCDs to me/us and the amount payable on application is remitted herewith. 3. I/We hereby agree to accept the NCDs applied for or such lesser number as may be allotted to me/us in accordance with the contents of the Prospectus subject to applicable statutory and/or regulatory requirements. 4. I/We irrevocably give my/our authority and consent to IDBI Trusteeship Services Limited, (the Debenture Trustee ) to act as my/our trustees and for doing such acts as are necessary to carry out their duties in such capacity. 5. I am/we are Indian National(s) resident in India and I am/ we are not applying for the said NCDs as nominee(s) of any person resident outside India and/or Foreign National(s). 6. The application made by me/us do not exceed the investment limit on the maximum number of NCDs which may be held by me/us under applicable statutory and/or regulatory requirements. 7. In making my/our investment decision I/We have relied on my/our own examination of and the terms of the issue, including the merits and risks involved and my/our decision to make thisapplication is solely based on disclosures contained in the Prospectus. 8. I/We have obtained the necessary statutory and/or regulatory permissions/approvals for applying for, subscribing to, and seeking allotment of the NCDs applied for. 9. Additional Undertaking, in case of ASBA Applicants: 1) I/We hereby undertake that I/We am/are an ASBA Applicant(s) as per applicable provisions of the SEBI Regulations; 2) In accordance with ASBA process provided in the SEBI Regulations and disclosed in the Prospectus, I/We authorize (a) the Lead Manager(s)/Lead Broker(s)/Sub-Broker(s) and Trading Members (in Specified cities only) or the SCSBs, as the case may be, to do all acts as are necessary to make the Application in the Issue, including uploading my/our application, blocking or unblocking of funds in the ASBA bank account maintained with the SCSB as specified in the Application Form, transfer of funds to the Public Issue Account on receipt of instruction from the Lead Manager, Registrar to the Issue, after finalization of Basis of Allotment; and (b) the Registrar to the Issue to issue instruction to the SCSBs to unblock the funds in the specified bank account upon finalization of the Basis of Allotment. 3) In case the amount available in the specified Bank Account is insufficient as per the Application, the SCSB shall reject the Application. 10. I/We confirm that I/We shall be allocated and alloted Series IV NCDs wherein I/We have not indicated the choice of the relevant NCD. IMPERSONATION Attention of the Applicants is specifically drawn to sub-section (1) of Section 38 of the Companies Act 2013, reproduced below: Any person who: (a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its securities; or (b) makes or abets making of multiple applications to a company in different names or in different combinations of his name or surname for acquiring or subscribing for its securities; or (c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any other person in a fictitious name, shall be liable for action under Section 447 of the Companies Act 2013. Category I ( Institutional ) In case of queries related to Allotment/ credit of Allotted NCDs/Refund, the Applicants should contact Registrar to the Issue. In case of ASBA Application submitted to the SCSBs, the Applicants should contact the relevant SCSB. In case of queries related to upload of ASBA Applications submitted to the Lead Manager(s)/ /Lead Broker(s)/Sub Broker(s)/Trading Member should contact the relevant Lead Manager(s)/Lead Broker(s)/ Sub-Broker(s)/ Trading Members The grievances arising out of Applications for the NCDs made through Trading Members may beaddressed directly to BSE and NSE Ltd. ISSUE RELATED INFORMATION FOR FILING THE APPLICATION FORM Public financial institutions, statutory corporations, scheduled commercial banks, co-operative banks, Indian multilateral and bilateral development financial institution and RRBs which are authorized to invest in the NCDs; Provident funds, pension funds, superannuation funds and gratuity funds, which are authorized to invest in the NCDs; INVESTOR CATEGORIES Sub Category Code Institutional, Non Institutional, HNI and Retail Individual Category Investor(s) can subscribe to all series of NCDs, Subject to applicable tax deducted at source, if any. *** Our Company shall allocate and allot Series IV NCDs wherein the Applicants have not indicated their choice of the relevant NCD series. If the Deemed Date of Allotment undergoes a change, the coupon payment dates, redemption dates, redemption amounts and other cash flow workings shall be changed accordingly. For details of the interest payment please refer to Interest and Payment of Interest at page no 222 of the Prospectus. For grounds for technical rejection, please refer to page 16 of the Abridge Prospectus. For information on basis of allotment, refer to page 17 of the Abridge Prospectus. For further conformation please refer to section titled "Issue Related Information" on page 211 of the Prospectus. TEAR HERE Category II : ( Non Institutional Investors ) COMPANY CONTACT DETAILS Registered Office & Corporate Office: Edelweiss House, Off. C.S.T Road, Kalina, Mumbai - 400 098, Maharashtra, India Tel: +91 (22) 4009 4400; Fax: +91 (22) 4019 4925 Company Secretary and Compliance Officer: Ms. Sudipta Majumdar; Tel: +91 (22) 4009 4400; Fax: +91 (22) 4019 4925 E-mail: rfcompliance@edelweissfin.com; Website: www.edelweissretailfin.com CIN: U67120MH1997PLC285490 Sub Category Code 10 Public/private charitable/religious trusts which are authorized to invest in the NCDs; 22 Scientific and/or industrial research organisations, which are authorized to invest in the NCDs; 23 11 Partnership firms in the name of the partners; 24 Venture Capital Funds/ Alternative Investment Fund registered with SEBI; 12 Limited liability partnerships formed and registered under the provisions of the Limited Liability 25 Partnership Act, 2008 (No. 6 of 2009); Insurance Companies registered with IRDAI; 13 Association of Persons; and 26 State industrial development corporations; 14 Any other incorporated and/ or unincorporated body of persons. 27 Insurance funds set up and managed by the army, navy, or air force of the Union of India; 15 Category III ( HNI ) Insurance funds set up and managed by the Department of Posts, the Union of India; 16 The following Investors applying for an amount aggregating to more than ` 10 lakhs across all Series of NCDs in this Issue: Systemically Important Non-Banking Financial Company registered with the Reserve Bank of India 17 Resident Indian Individuals 31 and having a net-worth of more than five thousand million rupees as per the last audited financial statements; Hindu Undivided Families through the Karta 32 National Investment Fund set up by resolution no. F. No. 2/3/2005-DDII dated November 23, 2005 18 of the Government of India published in the Gazette of India; and Category IV ( Retail Individual ) Mutual Funds registered with SEBI. 19 The following Investors applying for an amount aggregating upto and including ` 10 lakhs across all Series of NCDs in this Issue: Category II : ( Non Institutional Investors ) Resident Indian Individuals 41 Companies within the meaning of section 2(20) of the Companies Act, 2013; statutory bodies/ corporations and societies registered under the applicable laws in India and authorized to invest in the NCDs; 21 Hindu Undivided Families through the Karta 42 Series I II III IV*** V VI Frequency of Interest Payment Monthly Annual Monthly Annual Monthly Annual Minimum Application `10,000/- (10 NCDs) across all Series Face Value/Issue Price of NCDs (`/ NCD) `1,000/- In Multiples of thereafter (`) ` 1,000/- (1 NCD) Tenor from Deemed Date of Allotment 3 years 3 years 5 years 5 years 10 years 10 years Coupon (% per annum) for NCD Holders in Category I, II, III & Category IV 8.42% 8.75% 8.65% 9.00% 8.88% 9.25% Effective Yield (per annum) for NCD Holders in Category I, II, III and Category IV 8.75% 8.75% 9.00% 9.00% 9.25% 9.25% Mode of Interest Payment Through various mode available Amount (` / NCD) on Maturity for NCD Holders in Category I, II, III & Category IV ` 1,000/- ` 1,000/- ` 1,000/- ` 1,000/- ` 1,000/- ` 1,000/- Maturity Date (from Deemed Date of Allotment) 3 years 3 years 5 years 5 years 10 years 10 years Put and Call Option NA NA NA NA NA NA Security The principal amount of the NCDs to be issued in terms of the Prospectus together with all interest due on the NCDs in respect thereof shall be secured by way of pari passu charge in favour of the Debenture Trustee on specific present and/or future receivables/assets and/or pari passu charge on an identified immovable property of our Company as may be decided mutually by our Company and the Debenture Trustee. The Company will create appropriate security in favour of the Debenture Trustee for the NCD Holders on the assets adequate to ensure 100% asset cover for the NCDs (along with the interest due thereon). For further details please refer to the section titled Terms of the Issue Security on page no. 217 of the Prospectus. REGISTRAR CONTACT DETAILS KARVY COMPUTERSHARE PRIVATE LIMITED Karvy Selenium Tower B, Plot 31-32, Financial District, Nanakramguda, Gachibowli, Hyderabad - 500 032, India Tel: 040-6716 2222, Fax: 040-2343 1551 Email: einward.ris@karvy.com Investor Grievance Email: erfl.ncdipo@karvy.com Website: www.karisma.karvy.com Contact Person: Mr. M Murali Krishna SEBI Registration Number: INR000000221 CIN : U72400TG2003PTC041636 2
THIS ABRIDGED PROSPECTUS CONSISTS OF 48 PAGES, PLEASE ENSURE THAT YOU GET ALL PAGES Please ensure that you read the Prospectus and and the general instructions contained in this Memorandum before applying in the Issue. Unless otherwise specified, all terms used in this form shall have the meaning ascribed to such terms in the Prospectus. The investors are advised to retain a copy of Prospectus/Abridged Prospectus for their future reference. Our Company was originally incorporated on February 18, 1997 as private limited company under the provisions of the Companies Act, 1956 as Affluent Dealcom Private Limited. Our Company was acquired by Edelcap Securities Limited ( Edelcap Securities ) pursuant to share purchase agreement dated March 30, 2012 and was converted into a public limited company with the name changed to Affluent Dealcom Limited on receipt of a fresh certificate of incorporation consequent to change in status on January 1, 2014 from the Registrar of Companies, West Bengal. Subsequently our Company s name was changed to Edelweiss Retail Finance Limited pursuant to fresh certificate of Incorporation dated January 6, 2014. Our Company has obtained a revised certificate of registration dated October 14, 2014 bearing registration no. B-05.03052 issued by the Reserve Bank of India, Kolkata regional office under section 45 IA of the Reserve Bank of India Act, 1934, to commence/carry on the business of non-banking financial institution without accepting public deposits. The registered office of our Company has been shifted from the state of West Bengal to State of Maharashtra on September 2, 2016 and fresh certificate of registration dated January 4, 2017 bearing registration number B-13.02149 has been issued by the Reserve Bank of India, Mumbai under Section 45 IA of the Reserve Bank of India Act, 1934. For further details of changes in Registered Office, please refer to the chapter titled History, main objects and key agreements beginning on page 113 of the Prospectus. Corporate Identity Number of our Company is U67120MH1997PLC285490 Registered Office & Corporate Office: Edelweiss House, Off. C.S.T Road, Kalina, Mumbai - 400 098, Maharashtra, India Tel: +91 (22) 4009 4400; Fax: +91 (22) 4019 4925 Company Secretary and Compliance Officer: Ms. Sudipta Majumdar; Tel: +91 (22) 4009 4400; Fax: +91 (22) 4019 4925 E-mail: rfcompliance@edelweissfin.com; Website: www.edelweissretailfin.com PUBLIC ISSUE BY ( COMPANY OR THE ISSUER ) OF 2,500,000 SECURED REDEEMABLE NON CONVERTIBLE DEBENTURES ( NCDs ) OF FACE VALUE OF 1,000 EACH AGGREGATING UP TO 2,500 MILLION (RUPEES TWO THOUSAND AND FIVE HUNDRED MILLION), HEREINAFTER REFERRED TO AS THE BASE ISSUE WITH AN OPTION TO RETAIN OVER-SUBSCRIPTION UP TO ADDITIONAL 2,500,000 NCDS AMOUNTING TO 2,500 MILLION (RUPEES TWO THOUSAND AND FIVE HUNDRED MILLION) AGGREGATING UP TO 5,000 MILLION (RUPEES FIVE THOUSAND MILLION) (OVERALL ISSUE SIZE), HEREINAFTER REFERRED TO AS THE ISSUE. THE ISSUE IS BEING MADE PURSUANT TO THE PROVISIONS OF SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008 AS AMENDED (THE SEBI DEBT REGULATIONS ), THE COMPANIES ACT (AS DEFINED HEREUNDER) AND RULES MADE THEREUNDER AS AMENDED. PROMOTERS Our promoters are Edelcap Securities Limited, Edelweiss Financial Services Limited and Edelweiss Finvest Private Limited. For further details refer to the chapter Our Promoters on page 140 of the Prospectus. GENERAL RISKS For taking an investment decision, investors must rely on their own examination of the Issuer and the Issue, including the risks involved. Specific attention of the Investors is invited to the chapter titled Risk Factors beginning on page 14 of the Prospectus and Material Developments beginning on page 154 of the Prospectus. The Prospectus has not been and will not be approved by any regulatory authority in India, including the Securities and Exchange Board of India ( SEBI ), the Reserve Bank of India ( RBI ), the Registrar of Companies, Maharashtra at Mumbai ( RoC ) or any stock exchange in India. ISSUER S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that the Prospectus contains all information with regard to the Issuer and the Issue, which is material in the context of the Issue. The information contained in the Prospectus is true and correct in all material respects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes the Prospectus as a whole or any of part of such information or the expression of any such opinions or intentions misleading, in any material respect. COUPON RATE, COUPON PAYMENT FREQUENCY, REDEMPTION DATE, REDEMPTION AMOUNT & ELIGIBLE INVESTORS For details relating to Coupon Rate, Coupon Payment Frequency, Redemption Date and Redemption Amount of the NCDs, see section titled Terms of the Issue on page 216 of this Prospectus. For details relating to Eligible Investors please see Issue related information on page 210 of the Prospectus. CREDIT RATINGS The NCDs proposed to be issued under this Issue have been rated as CRISIL AA/Stable for an amount of 5,000 million, by CRISIL Limited ( CRISIL ) vide their credit rating letter dated February 5, 2018 as revalidated by CRISIL vide their letter dated February 23, 2018 and [ICRA]AA rating with Stable Outlook for an amount of 5,000 million, by ICRA Limited ( ICRA ) vide their credit rating letter dated February 2, 2018 as revalidated by ICRA vide their letter dated February 19, 2018. The rating of NCDs by CRISIL and ICRA indicate that instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations and carry very low credit risk. For the rationale for these ratings, see Annexure A of the Prospectus. This rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. This rating is subject to revision or withdrawal at any time by the assigning rating agencies and should be evaluated independently of any other ratings. LISTING The NCDs offered through the Prospectus are proposed to be listed on the BSE Limited ( BSE ) and the National Stock Exchange of India Limited ( NSE ) ( Stock Exchanges ). Our Company has received an in-principle approval from the BSE Limited vide its letter no. DCS/BM/PI-BOND/6/17-18 dated February 26, 2018 and NSE vide its letter no. NSE/ LIST/38418 dated February 26, 2018. For the purposes of the Issue, BSE Limited shall be the Designated Stock Exchange. PUBLIC COMMENTS The Draft Prospectus dated February 16, 2018 was filed with BSE and NSE, pursuant to Regulation 6(2) of the SEBI Debt Regulations and was open for public comments for a period of seven Working Days (i.e., until 5 p.m.) on February 26, 2018. ISSUE PROGRAMME *** ISSUE OPENS ON: March 07, 2018 ISSUE CLOSES ON: March 22, 2018 *IDBI Trusteeship Services Limited under regulation 4(4) of SEBI Debt Regulations has by its letter no. 9031/ITSL/OPR/2017-18 dated February 2, 2018 given its consent for its appointment as Debenture Trustee to the Issue and for its name to be included in the Prospectus and in all the subsequent periodical communications sent to the holders of the NCDs, issued pursuant to this Issue. A copy of the Prospectus shall be filed with the Registrar of Companies, Maharashtra at Mumbai in terms of Section 26 and 31 of Companies Act, 2013, along with the endorsed/certified copies of all requisite documents. For further details, please refer to the section titled Material Contracts and Documents for Inspection on page 275 of the Prospectus. ** EFSL is deemed to be our associate as per the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992, as amended (Merchant Bankers Regulations). Further, in compliance with the provisions of Regulation 21A and explanation to Regulation 21A of the Merchant Bankers Regulations, EFSL would be involved only in marketing of the Issue. ***The Issue shall remain open for subscription on Working Days from 10 a.m. to 5 p.m. during the period indicated above, except that the Issue may close on such earlier date or extended date as may be decided by the Board of Director of our Company ( Board ) or by the Securities IPO Committee. In the event of an early closure or extension of the Issue, our Company shall ensure that notice of the same is provided to the prospective investors through an advertisement in a reputed daily national newspaper with wide circulation on or before such earlier or extended date of Issue closure. On the Issue Closing Date, the Application Forms will be accepted only between 10 a.m. and 3 p.m. (Indian Standard Time) and uploaded until 5 p.m. or such extended time as may be permitted by the BSE and NSE. PLEASE READ THE RISK FACTORS CAREFULLY. SEE SECTION TITLED RISK FACTOR ON THE PAGE NO. [ ] OF THIS ABRIDGED PROSPECTUS 3
LEAD MANAGERS TO THE ISSUE Axis Bank Limited Axis House, 8 th Floor, C-2, Wadia International Centre, P.B. Marg, Worli, Mumbai 400 025, Maharashtra, India Tel: +91 22 6604 3293 Fax: +91 22 2425 3800 Email: erfl.2018@axisbank.com Investor Grievance Email: Sharad.sawant@axisbank.com Website: www.axisbank.com Contact Person: Mr Vikash Shinde Compliance Officer: Mr Sharad Sawant SEBI Registration No.: INM000006104 Edelweiss Financial Services Limited Edelweiss House, Off. CST Road, Kalina, Mumbai 400 098, Maharashtra, India Tel.: +91 22 4086 3535 Fax: +91 22 4086 3610 Email: erfl.ncd@edelweissfin.com Investor grievance e-mail: Customerservice.mb@edelweissfin.com Website: www.edelweissfin.com Contact Person: Mr Mandeep Singh / Mr Lokesh Singhi Compliance Officer: Mr B. Renganathan SEBI Registration No.: INM0000010650 DEBENTURE TRUSTEE IDBI Trusteeship Services Limited Asian Building, Ground Floor, 17, R. Kamani Marg, Ballard Estate, Mumbai- 400 001 Tel: +91 22 4080 7000, Fax: +91 22 6631 1776/4080 7080 Email: itsl@idbitrustee.com Investor Grievance e-mail: response@idbitrustee.com Website: www.idbitrustee.com Contact Person: Mr Naresh Sachwani/ Mr Swapneil Tiwari Compliance Officer: Mr Shivaji Gunware SEBI Registration Number: IND000000460 REGISTRAR TO THE ISSUE: Karvy Computershare Private Limited Karvy Selenium Tower B, Plot 31-32, Financial District, Nanakramguda, Gachibowli, Hyderabad 500 032, India Tel: 040 6716 2222, Fax: 040 2343 1551 Email: einward.ris@karvy.com Investor Grievance Email: erfl.ncdipo@karvy.com Website: https://karisma.karvy.com Contact Person: Mr. M Murali Krishna Compliance Officer: Rakesh Santhalia SEBI Registration Number: INR000000221 CIN: U72400TG2003PTC041636 LEAD BROKERS Axis Capital Limited Axis House, Level 1, C-2, Wadia International Centre, P.B. Marg, Worli, Mumbai 400025, India Attn: Ajay Sheth / Vinayak Ketkar Email:ajay.sheth@axiscap.in / vinayak.ketkar@axiscap.in Telephone: +91 22 4325 3110, Facsimile: +91 22 4325 3000 India Infoline Limited IIFL Centre, Kamala City, Senapati Bapat Marg, Lower Parel (West), Mumbai 400013 Attn: Mr Prasad Umarale Email: cs@indiainfoline.com Telephone: 022 42499000 Facsimile: 022 24954313 4 Integrated Enterprises (India) Private Limited 15, 1 st Floor, Modern House, Dr V B Gandhi Marg, Fort, Mumbai 400023 Attn: Mr V Krishnan, President Email:krishnan@integratedindia.in Telephone: 022 40661800 Facsimile: 022 22874676 Karvy Stock Broking Limited Karvy House, 46, Avenue 4, Street No. 1, Banjara Hills, Hyderabad - 500034 Attn: Mr. P. B. Ramapriyan Email: ksbldist@karvy.com Telephone: 040 23312454, Facsimile: 040 66621474 Kotak Securities Limited 4 th Floor, ING House, C-12, G Block, Bandra Kurla Complex, Bandra (E), Mumbai 400051 Attn: Umesh Gupta Email: umesh.gupta@kotak.com Telephone: 022-67485470, Facsimile: 022-66617041 SMC Global Securities Limited 17, Netaji Subhash Marg, Opp Golcha Cinema, Daryaganj, Delhi 10002 Attn: Mr Mahesh Gupta, Mr Neeraj Khanna Email: mkg@smcindiaonline.com, neerajkhanna@smcindiaonline.com Telephone:9818620470, 9810059041 Facsimile: 011-23263297 A.K Stockmart Private Limited 30-39 Free Press House, Free Press Journal Marg, 25 Nariman Point, Mumbai-400 021 Attn: Mr Ankit Gupta, Mr Ranjit Dutta Email:ankit@akgroup.co.in, ranjit.dutta@akgroup.co.in Telephone: 022 6754 6500 Fascmile: 022 6754 4666 JM Financial Services Limited 2,3 & 4 Kamanwala Chambers, Ground Floor, Fort, Mumbai 400 001 Attn: Mr Surajit Misra Email: surajit.misra@jmfl.com Telephone: 022 6136 3400 Bajaj Capital Limited Mezzanine Floor, 97, Bajaj House, Nehru Palace, New Delhi- 110 019 Attn: Mr Sumit Dudani Email: sumitd@bajajcapital.com Telephone: 011 41693000 / 67000000 RR Equity Brokers Private Limited 412-422, Indraprakash Building 21, Barakhamba Road, New Delhi-110 001 Attn: Mr Jeetesh Kumar Email: ipo@rrfcl.com Telephone: 011 2335 4802 Facsimile: 011 2332 0671 HDFC Securities Limited 1 Think Techno Campus Building- B, Alpha, Office Floor 8, Opp. Crompton Greaves, Near Kanjurmarg (East), Mumbai 400 042 India Attn: Sharmila Kambli Email:customercare@hdfcsec.com Telephone: 022 3075 3400 Facsimile: 022 3075 3435 Edelweiss Broking Limited Unit No. 801-804, 8th Floor, Abhishree Avenue, Nehru Nagar, Ambawadi, Ahmedabad - 380015 Attn: Mr. Amit Dalvi / Mr. Prakash Boricha Email: Amit.dalvi@edelweissfin.com; Telephone: 022-67471341/6747 1342 Facsimile: 022-6747 1347 ICICI Securities Limited ICICI Centre, H.T.Parekh Marg, Churchgate, Mumbai- 400020 Attn: Mr Parin Savla Email: parin.savla@icicisecurities.com Telephone: +91 22 2277 7626 COMPANY SECRETARY AND COMPLIANCE OFFICER: Ms. Sudipta Majumdar Edelweiss House, Off. C.S.T Road, Kalina, Mumbai - 400 098, Maharashtra, India E-mail: rfcompliance@edelweissfin.com Tel.: 022 4009 4400 Fax: 022 4019 4925 Investors may contact the Registrar to the Issue or the Compliance Officer in case of any pre-issue or post Issue related issues such as non-receipt of Allotment Advice, demat credit of allotted NCDs, refund orders, non-receipt of debenture certificates,
transfers, or interest on application money, etc. All grievances relating to the Issue may be addressed to the Registrar to the Issue, giving full details such as name, Application Form number, address of the Applicant, number of NCDs applied for, amount paid on application, Depository Participant and the collection centre of the Members of the Syndicate where the Application was submitted. All grievances relating to the ASBA process may be addressed to the Registrar to the Issue with a copy to the relevant SCSB, giving full details such as name, address of Applicant, Application Form number, number of NCDs applied for, amount blocked on Application and the Designated Branch or the collection centre of the SCSB where the Application Form was submitted by the ASBA Applicant. All grievances arising out of Applications for the NCDs made through the Online Mechanism of the Stock Exchanges or through Trading Members may be addressed directly to the Stock Exchanges. STATUTORY AUDITORS OF OUR COMPANY M/s Price Waterhouse Chartered Accountants LLP 252, Veer Savarkar Marg, Next to Mayor s Bungalow, Shivaji Park, Dadar, Mumbai, Maharashtra 400028 Tel: +91 22 6669 1000 Fax: +91 226654 7800 Email: star1.project@in.pwc.com Contact Person: Sharad Agarwal, Membership No: 118522 Firm Registration Number: 012754N/N500016 Date of appointment as Statutory Auditors: August 29, 2017 CREDIT RATING AGENCIES: CRISIL CRISIL House, Central Avenue, Hiranandani Business Park, Powai, Mumbai 400 076, Maharashtra, India Tel: +91 22 3342 3000 Fax: +91 22 4040 5800 Email: Krishnan.sitaraman@crisil.com Contact Person: Krishnan Sitaraman Website: www.crisil.in SEBI Registration No: IN/CRA/001/1999 ICRA Limited Electric Mansion, 3 rd floor, Appasaheb Marathe Marg, Prabhadevi, Mumbai 400 025, Maharashtra, India Tel: +91 22 6114 3406 Fax: +91 22 2433 1390 Email: shivakumar@icraindia.com Contact Person: L Shivakumar Website: www.icra.in SEBI Registration No: IN/CRA/008/2015 LEGAL COUNSEL TO THE ISSUE Khaitan & Co. One Indiabulls Centre, 13 th Floor, Tower 1, 841 Senapati Bapat Marg, Elphinstone Road, Mumbai 400 013, Maharashtra, India. Tel: + 91 22 6636 5000 Fax: + 91 22 6636 5050 BANKERS TO THE ISSUE/ESCROW COLLECTION BANKS Axis Bank Limited Jeevan Prakash Building, Ground Floor, Sir P M Road, Fort, Mumbai 400001 Attn: Mr Anil Kanekar Email: fort.operationshead@axisbank.com Telephone: +91 22 40867336/ 7474 Facsimile: +91 22 40867327/ 7378 HDFC Bank Limited FIG-OPS Department, Lodha, I Think Techno Campus, O-3 Level, Next to Kanjurmarg Railway Station, Kanjurmarg (East), Mumbai 400042 Contact Person: Vincent Dsouza, Siddharth Jadhav, Prasanna Uchil Email:Vincent.Dsouza@hdfcbank.com, Siddharth.Jadhav@hdfcbank.com, Prasanna.Uchil@hdfcbank.com Telephone: +91 22 30752927 / 2914 Facsimile: +91 22 25799801 ICICI Bank Limited Capital Markets Division, 1 st Floor, 122, Mistry Bhavan, Dinshaw Vachha Road, Backbay Reclamation, Churchgate, Mumbai - 400020 Contact Person: Ms. Shweta Surana Email: Shweta.surana@icicibank.com Telephone: 022 6681 8932 /23 / 24, Facsimile: 022-22611138 Indusind Bank Limited IndusInd Bank, PNA House, 4 th Floor, Plot No. 57 & 57/1, Road No. 17, Near SRL, MIDC, Andheri East, Mumbai - 400093 Attn: Rushal Padhye Email: rushal.padhye@indusind.com Telephone: 022 6106 9405, Facsimile: 022 6106 9315 REFUND BANK HDFC Bank Limited FIG-OPS Department, Lodha, I Think Techno Campus, O-3 Level, Next to Kanjurmarg Railway Station, Kanjurmarg (East), Mumbai 400042 Contact Person: Vincent Dsouza, Siddharth Jadhav, Prasanna Uchil Email:Vincent.Dsouza@hdfcbank.com, Siddharth.Jadhav@hdfcbank.com, Prasanna.Uchil@hdfcbank.com Telephone: +91 22 30752927 / 2914, Facsimile: +91 22 25799801 SELF-CERTIFIED SYNDICATE BANKS The banks which are registered with SEBI under Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994 and offer services in relation to ASBA, including blocking of an ASBA Account, a list of which is available on http:/ /www.sebi.gov.in or at such other website as may be prescribed by SEBI from time to time. TABLE OF CONTENTS DISCLAIMER PARTICIPATION BY ANY OF THE ELIGIBLE CATEGORY OF INVESTOR IN THIS ISSUE WILL BE SUBJECT TO APPLICABLE STATUTORY AND/OR REGULATORY REQUIREMENTS. APPLICANTS ARE ADVISED TO ENSURE THAT APPLICATIONS MADE BY THEM DO NOT EXCEED THE INVESTMENT LIMITS OR MAXIMUM NUMBER OF NCDS THAT CAN BE HELD BY THEM UNDER APPLICABLE STATUTORY AND/OR REGULATORY PROVISIONS. APPLICANTS ARE ADVISED TO ENSURE THAT THEY HAVE OBTAINED THE NECESSARY STATUTORY AND/ OR REGULATORY PERMISSIONS/ CONSENTS/APPROVALS IN CONNECTION WITH APPLYING FOR, SUBSCRIBING TO, OR SEEKING ALLOTMENT OF NCDS PURSUANT TO THE ISSUE. Disclaimer Statement from the Issuer THE ISSUER ACCEPTS NO RESPONSIBILITY FOR STATEMENTS MADE OTHER THAN IN THE PROSPECTUS ISSUED BY OUR COMPANY IN CONNECTION WITH THE ISSUE OF THE DEBENTURES AND ANYONE PLACING RELIANCE ON ANY OTHER SOURCE OF INFORMATION WOULD BE DOING SO AT HIS / HER OWN RISK. PAGE NO OBJECTS OF THE ISSUE 06 ISSUE PROCEDURE 07 BASIS OF ALLOTMENT 17 TERMS OF THE ISSUE 20 OTHER INSTURCTIONS 21 DETAILS PERTAINING TO THE COMPANY 28 FINANCIAL INFORMATION 30 OUTSTANDING LITIGATIONS AND DEFAULTS 30 OTHER REGULATORY AND STATUTORY DISCLOSURES 38 RISK FACTORS 40 DECLARATION 43 CENTERS FOR AVAILABILITY AND ACCEPTANCE 44 OF APPLICATION FORMS LIST OF SELF CERTIFICED SYNDICATE BANKS 48 (SCSBS) UNDER THE ASBA PROCESS 5
OBJECTS OF THE ISSUE 1. Our Company has filed the Prospectus for a public issue of 2,500,000 Secured Redeemable Non Convertible Debentures of face value of 1,000 each aggregating up to 2,500 million, with an option to retain over-subscription up to additional 2,500,000 NCDs amounting to 2,500 million aggregating up to 5,000 million. Our Company proposes to utilise the funds which are being raised through the Issue, after deducting the Issue related expenses to the extent payable by our Company ( Net Proceeds ), estimated to be approximately 4,891.70 million, towards funding the following objects (collectively, referred to herein as the Objects ): 1. For the purpose of onward lending, financing, and for repayment of interest and principal of existing borrowings of our Company; and 2. General Corporate Purposes. The details of the Net Proceeds are set forth in the following table: ( in million) Sr No Description Amount 1. Gross proceeds of the Issue 5,000.00 2. (less) Issue related expenses* (108.30) 3. Net Proceeds of the Issue 4,891.70 *The above Issue related expenses are indicative and are subject to change depending on the actual level of subscription to the Issue, the number of allottees, market conditions and other relevant factors. 2. Requirement of funds and Utilisation of Net Proceeds The following details the objects of the Issue and the amount proposed to be financed from the Net Proceeds: 1. For the purpose of onward lending, financing, and for repayment of interest and principal of existing borrowings of our Company up to 75% of the Net Proceeds of the Issue; and 2. For General Corporate Purposes* up to 25% of the Net Proceeds of the Issue. *The Net Proceeds will be first utilized towards the Objects mentioned above. The balance is proposed to be utilized for general corporate purposes, subject to such utilization not exceeding 25% of the amount raised in the Issue, in compliance with the SEBI Debt Regulations. The main objects clause of the Memorandum of Association of our Company permits our Company to undertake its existing activities as well as the activities for which the funds are being raised through this Issue. Further, in accordance with the SEBI Debt Regulations, our Company will not utilize the proceeds of the Issue for providing loans to or acquisition of shares of any person or company who is a part of the same group as our Company or who is under the same management as our Company or any subsidiary of our Company. No part of the proceeds from this Issue will be paid by us as consideration to our Promoters, our Directors or key managerial personnels or companies promoted by our Promoters nor will any interest out of the proceeds from this Issue accrue to our Promoters, our Directors or key managerial personnels. The Issue proceeds shall not be utilized towards full or part consideration for the purchase or any other acquisition, inter alia by way of a lease, of any immovable property. The Issue proceeds shall not be used for buying, trading or otherwise dealing in equity shares of any other listed company. Our Company shall not use the Issue proceeds for the purchase of any business or purchase of any interest in any business whereby our Company becomes entitled to an interest in either the capital or profit or losses or both in such business exceeding 50% thereof. Further, our Company undertakes that Issue proceeds from NCDs allotted to banks shall not be used for any purpose which may be in contravention of the RBI guidelines on bank financing to NBFCs including those relating to classification as capital market exposure or any other sectors that are prohibited under the RBI regulations. The fund requirement as above is based on our current business plan and is subject to change in light of variations in external circumstances or costs, or in our financial condition, business or strategy. Our management, in response to the competitive and dynamic nature of the industry, will have the discretion to revise its business plan from time to time and consequently our funding requirements and deployment of funds may also change. 3. General Corporate Purposes Our Company intends to deploy up to 25% of the amount raised and allotted in the Issue for general corporate purposes, including but not restricted to routine capital expenditure, renovations, strategic initiatives, meeting any expenditure in relation to our Company as well as meeting exigencies which our Company may face in the ordinary course of business, or any other purposes as may be approved by the Directors. 4. Variation in terms of contract or objects in Prospectus Our Company shall not, in terms of Section 27 of the Companies Act, 2013, at any time, vary the terms of a contract referred to in the Prospectus or objects for which the Prospectus is issued, except subject to the approval of, or except subject to an authority given by the Shareholders in general meeting by way of special resolution and after abiding by all the formalities prescribed in Section 27 of the Companies Act, 2013 and applicable SEBI Regulations. 5. Other Confirmations Our Board / Securities IPO Committee, as the case may be, certifies that: All monies received out of the Issue shall be credited/ transferred to a separate bank account maintained with a Scheduled Bank other than the bank account referred to in Section 40(3) of the Companies Act 2013; Details of all monies utilised out of the Issue referred above shall be disclosed under an appropriate separate head in our balance sheet indicating the purpose for which such monies have been utilised along with details, if any, in relation to all such proceeds of the Issue that have not been utilized thereby also indicating investments, if any, of such unutilized proceeds of the Issue; Details of all unutilised monies out of the Issue, if any, shall be disclosed under an appropriate separate head in our balance sheet indicating the form in which such unutilised monies have been invested; We shall utilize the Issue proceeds only upon completion of allotment of NCDs and refund process in compliance with section 40 of the Companies Act, 2013 as stated in the Prospectus and on receipt of the minimum subscription 75% of the Issue i.e. 1,875 million; and on receipt of listing and trading approval from BSE & National Stock Exchange India Limited and execution of Debenture Trust Deed and Memoradum of Hypothecation to secure the interest of the NCD Holders as stated in the Prospectus in the section titled Issue Structure beginning on page no. 210 of the Prospectus; and Details of all utilized and unutilized monies out of the monies collected in the previous issue made by way of public offer shall be disclosed and continued to be disclosed in the balance sheet till the time any part of the proceeds of such previous issue remains unutilized indicating the purpose for which such monies have been utilized and the securities or other forms of financial assets in which such unutilized monies have been invested. 6. Issue related expenses The expenses of this Issue include, among others, fees for the Lead Managers, printing and distribution expenses, legal fees, advertisement expenses and listing fees. The estimated Issue expenses for the Issue Size of 5,000 million (assuming the full subscription) are as follows: Particulars As percentage As percentage Amount of Issue of total (` in proceeds (in expenses of the million)** %) Issue (in %) Fee Payable to Intermediaries 9.30 0.19 8.58 Lead Managers Fee, Selling and 84.50 1.69 78.02 Brokerage Commission, SCSB Processing Fee Registrar to the Issue 1.50 0.03 1.39 Debenture Trustee 2.00 0.04 1.85 Advertising, Marketing, Printing 6.00 0.12 5.54 and Stationery Costs Other Miscellaneous Expenses 5.00 0.10 4.62 Grand Total 108.3 2.17 100.00 *SCSBs would be entitled to a processing fee of 10/- per Application Form (exclusive of applicable taxes) for processing the Application Forms procured by the Members of Syndicate or registered brokers and submitted to SCSB. ** Exclusive of applicable taxes. The above expenses are indicative and are subject to change depending on the actual level of subscription to the Issue and the number of allottees, market conditions and other relevant factors. 7. Interim Use of Proceeds The management of our Company, in accordance with the policies formulated by it from time to time, will have flexibility in deploying the proceeds received from the Issue. Pending utilization of the proceeds out of the Issue for the purposes described above, our Company intends to temporarily invest funds in high quality interest bearing liquid instruments including money market mutual funds, deposits with banks or 6
temporarily deploy the funds in investment grade interest bearing securities as may be approved by the Board. Such investment would be in accordance with the investment policies approved by the Board or any committee thereof from time to time. 8. Monitoring of Utilization of Funds There is no requirement for appointment of a monitoring agency in terms of the SEBI Debt Regulations. Our Board shall monitor the utilization of the proceeds of the Issue. For the relevant quarters commencing from the financial year ending March 31, 2018, our Company will disclose in our quarterly financial statements, the utilization of the net proceeds of the Issue under a separate head along with details, if any, in relation to all such proceeds of the Issue that have not been utilized thereby also indicating investments, if any, of such unutilized proceeds of the Issue. For further information refer Objects of the Issue on page 64 of the Prospectus. ISSUE PROCEDURE This section applies to all Applicants. ASBA Applicants should note that the ASBA process involves application procedures which may be different from the procedures applicable to Applicants who apply for NCDs through any of the other channels, and accordingly should carefully read the provisions applicable to ASBA Applications hereunder. Please note that all Applicants are required to make payment of the full Application Amount along with the Application Form. In case of ASBA Applicants, an amount equivalent to the full Application Amount will be blocked by the Designated Branches of the SCSBs. ASBA Applicants should note that they may submit their ASBA Applications to the Lead Managers, or Trading Members of the Stock Exchanges only in the Specified Cities or directly to the Designated Branches of the SCSBs. Applicants other than ASBA Applicants are required to submit their Applications to the Lead Manager, or Trading Members of the Stock Exchanges at the centres mentioned in the Application Form. Applicants are advised to make their independent investigations and ensure that their Applications do not exceed the investment limits or maximum number of NCDs that can be held by them under applicable law or as specified in the Prospectus. Please note that this section has been prepared based on the Debt Application Circular issued by SEBI. The following Issue procedure is subject to the functioning and operations of the necessary systems and infrastructure put in place by the Stock Exchanges for implementation of the provisions of the abovementioned circular, including the systems and infrastructure required in relation to Direct Online Applications through the online platform and online payment facility to be offered by the Stock Exchanges and is also subject to any further clarifications, notification, modification, direction, instructions and/or correspondence that may be issued by the Stock Exchanges and/or SEBI. Please note that the Applicants will not have the option to apply for NCDs under the Issue, through the direct online applications mechanism of the Stock Exchanges. Please note that clarifications and/or confirmations regarding the implementation of the requisite infrastructure and facilities in relation to direct online applications and online payment facility have been sought from the Stock Exchanges and the Stock Exchanges has confirmed that the necessary infrastructure and facilities for the same have not been implemented by the Stock Exchanges. Hence, the Direct Online Application facility will not be available for this Issue. Specific attention is drawn to the circular (No. CIR/IMD/DF/18/2013) dated October 29, 2013 issued by SEBI, which amends the provisions of the 2012 SEBI Circular to the extent that it provides for allotment in public issues of debt securities to be made on the basis of date of upload of each application into the electronic book of the Stock Exchanges, as opposed to the date and time of upload of each such application. PLEASE NOTE THAT ALL TRADING MEMBERS OF THE STOCK EXCHANGES WHO WISH TO COLLECT AND UPLOAD APPLICATIONS IN THIS ISSUE ON THE ELECTRONIC APPLICATION PLATFORM PROVIDED BY THE STOCK EXCHANGES WILL NEED TO APPROACH THE RESPECTIVE STOCK EXCHANGE AND FOLLOW THE REQUISITE PROCEDURES AS MAY BE PRESCRIBED BY THE RELEVANT STOCK EXCHANGE. THE LEAD MANAGERS, THE SYNDICATE MEMBERS AND OUR COMPANY SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY ERRORS OR OMMISSIONS ON THE PART OF THE TRADING MEMBERS IN CONNECTION WITH THE RESPONSIBILITY OF SUCH TRADING MEMBERS IN RELATION TO COLLECTION AND UPLOAD OF APPLICATIONS IN THIS ISSUE ON THE ELECTRONIC APPLICATION PLATFORM PROVIDED BY THE STOCK EXCHANGES. FURTHER, THE RELEVANT STOCK EXCHANGES SHALL BE RESPONSIBLE FOR ADDRESSING INVESTOR GREIVANCES ARISING FROM APPLICATIONS THROUGH TRADING MEMBERS REGISTERED WITH SUCH STOCK EXCHANGES. For purposes of the Issue, the term Working Day shall mean all days excluding Saturdays, Sundays or a holiday of commercial banks in Mumbai, except with reference to Issue Period, where Working Days shall mean all days, excluding Saturdays, Sundays and public holiday in India. Furthermore, for the purpose of post Issue period, i.e. period beginning from Issue Closure to listing of the securities, Working Days shall mean all days excluding 2 nd and 4 th Saturdays of a month or Sundays or a holiday of commercial banks in Mumbai or a public holiday in India. The information below is given for the benefit of the investors. Our Company and the Lead Managers are not liable for any amendment or modification or changes in applicable laws or regulations, which may occur after the date of the Prospectus. PROCEDURE FOR APPLICATION 9. Availability of the abridged Prospectus and Application Forms Please note that there is a single Application Form for ASBA Applicants as well as non-asba Applicants who are Persons Resident in India. Physical copies of the abridged Prospectus containing the salient features of the Prospectus together with Application Forms may be obtained from: (a) Our Company s Registered Office and Corporate Office; (b) Offices of the Lead Managers; (c) Trading Members; and (d) Designated Branches of the SCSBs. Electronic Application Forms may be available for download on the websites of the Stock Exchanges and on the websites of the SCSBs that permit submission of ASBA Applications electronically. A unique application number ( UAN ) will be generated for every Application Form downloaded from the websites of the Stock Exchanges. Our Company may also provide Application Forms for being downloaded and filled at such websites as it may deem fit. In addition, brokers having online demat account portals may also provide a facility of submitting the Application Forms virtually online to their account holders. Trading Members of the Stock Exchanges can download Application Forms from the websites of the Stock Exchanges. Further, Application Forms will be provided to Trading Members of the Stock Exchanges at their request. On a request being made by any Applicant before the Issue Closing Date, physical copies of the Prospectus and Application Form can be obtained from our Company s Registered and Corporate Office, as well as offices of the Lead Managers. Electronic copies of the Draft Prospectus and the Prospectus will be available on the websites of the Lead Managers, the Stock Exchanges, SEBI and the SCSBs. 10. Who are eligible to apply for NCDs? The following categories of persons are eligible to apply in the Issue: Category I (Institutional Investors) Resident Public Financial Institutions, Statutory Corporations including State Industrial Development Corporations, Commercial Banks, Co-operative Banks and Regional Rural Banks, which are authorised to invest in the NCDs; Provident Funds and Resident Pension Funds with minimum corpus of 250 million, Superannuation Funds and Gratuity Fund, which are authorised to invest in the NCDs; Venture Capital funds and / or Alternative Investment Funds registered with SEBI; Insurance Companies registered with the IRDAI; Systemically Important Non-Banking Financial Company, a nonbanking financial company registered with the Reserve Bank of India and having a net-worth of more than five thousand million rupees as per the last audited financial statements; National Investment Fund (set up by resolution no. F. No. 2/3/2005-DDII dated November 23, 2005 of the Government of India and published in the Gazette of India); Insurance funds set up and managed by the Indian army, navy or the air force of the Union of India or by the Department of Posts, India Mutual Funds, registered with SEBI. Category II (Non Institutional Investors) Companies; bodies corporate and societies registered under the applicable laws in India and authorised to invest in the NCDs; Educational institutions and associations of persons and/or bodies established pursuant to or registered under any central or state statutory enactment; which are authorized to invest in the NCDs; Public/private charitable/religious trusts which are authorised to invest in the NCDs; Scientific and/or industrial research organisations, which are authorised to invest in the NCDs; 7
Partnership firms in the name of the partners; and Limited liability partnerships formed and registered under the provisions of the Limited Liability Partnership Act, 2008 (No. 6 of 2009). Category III (High Net-worth Individual, ("HNIs"), Investors) Resident Indian individuals and Hindu Undivided Families through the Karta applying for an amount aggregating to above 1,000,000 across all series of NCDs in Issue. Category IV (Retail Individual Investors) Resident Indian individuals and Hindu Undivided Families through the Karta applying for an amount aggregating up to and including 1,000,000 across all series of NCDs in Issue Note: All categories of persons who are individuals or natural persons (including Hindu Undivided Families acting through their Karta) including without limitation HNIs and Retail Individual Investors who are eligible under applicable laws to hold the NCDs are collectively referred to as Individuals. All categories of entities, associations, organizations, societies, trusts, funds, partnership firms, limited liability partnerships, bodies corporate, statutory and/or regulatory bodies and authorities and other forms of legal entities who are NOT individuals or natural persons and are eligible under applicable laws to hold the NCDs including without limitation Institutional Investors and Non Institutional Investors are collectively referred to as Non Individuals. Please note that it is clarified that persons resident outside India shall not be entitled to participate in the Issue and any applications from such persons are liable to be rejected. Participation of any of the aforementioned categories of persons or entities is subject to the applicable statutory and/or regulatory requirements in connection with the subscription to Indian securities by such categories of persons or entities. Applicants are advised to ensure that Applications made by them do not exceed the investment limits or maximum number of NCDs that can be held by them under applicable statutory and or regulatory provisions. Applicants are advised to ensure that they have obtained the necessary statutory and/or regulatory permissions/ consents/ approvals in connection with applying for, subscribing to, or seeking Allotment of NCDs pursuant to the Issue. The Lead Managers and their respective associates and affiliates are permitted to subscribe in the Issue. 11. Who are not eligible to apply for NCDs? The following categories of persons, and entities, shall not be eligible to participate in the Issue and any Applications from such persons and entities are liable to be rejected: (a) Minors without a guardian name*; (b) Foreign nationals, NRI inter-alia including any NRIs who are (i) based in the USA, and/or, (ii) domiciled in the USA, and/or, (iii) residents/citizens of the USA, and/or, (iv) subject to any taxation laws of the USA; (c) Persons resident outside India; (d) FIIs; (e) FPIs; (f) Qualified foreign investors; (g) Overseas Corporate Bodies; and (h) Person ineligible to contract under applicable statutory/regulatory requirements. *Applicant shall ensure that guardian is competent to contract under Indian Contract Act, 1872 Based on the information provided by the Depositories, our Company shall have the right to accept Applications belonging to an account for the benefit of a minor (under guardianship). In case of such Applications, the Registrar to the Issue shall verify the above on the basis of the records provided by the Depositories based on the DP ID and Client ID provided by the Applicants in the Application Form and uploaded onto the electronic system of the Stock Exchanges. The concept of Overseas Corporate Bodies (meaning any company, partnership firm, society and other corporate body or overseas trust irrevocably owned/held directly or indirectly to the extent of at least 60% by NRIs), which was in existence until 2003, was withdrawn by the Foreign Exchange Management (Withdrawal of General Permission to Overseas Corporate Bodies) Regulations, 2003. Accordingly, OCBs are not permitted to invest in the Issue. No offer to the public (as defined under Directive 20003/71/EC, together with any amendments and implementing measures thereto, the Prospectus Directive ) has been or will be made in respect of the Issue or otherwise in respect of the NCDs, in any Member State of the European Economic Area which has implemented the Prospectus Directive (a Relevant Member State ) except for any such offer made under exemptions available under the Prospectus Directive, provided that no such offer shall result in a requirement to publish or supplement a Prospectus pursuant to the Prospectus Directive, in respect of the Issue or otherwise in respect of the NCDs. Please refer to Rejection of Applications on page 253 of the Prospectus for information on rejection of Applications. 12. Modes of Making Applications Applicants may use any of the following facilities for making Applications: (a) ASBA Applications through the Lead Managers, or the Trading Members of the Stock Exchanges only in the Specified Cities (namely, Mumbai, Chennai, Kolkata, Delhi, Ahmedabad, Rajkot, Jaipur, Bengaluru, Hyderabad, Pune, Vadodara and Surat) ( Syndicate ASBA ). For further details please refer to Submission of ASBA Applications on page 240 of the Prospectus; (b) ASBA Applications through the Designated Branches of the SCSBs. For further details please refer to Submission of ASBA Applications on page 240 of the Prospectus; and (c) Non-ASBA Applications through the Lead Managers or the Trading Members of the Stock Exchanges at the centres mentioned in Application Form. For further details please refer to Submission of Non-ASBA Applications (other than Direct Online Applications) on page 241 of the Prospectus. Please note that clarifications and/or confirmations regarding the implementation of the requisite infrastructure and facilities in relation to direct online applications and online payment facility have been sought from the Stock Exchanges and the Stock Exchanges has confirmed that the necessary infrastructure and facilities for the same have not been implemented by both Stock Exchanges. Hence, the Direct Online Application facility will not be available for this Issue. 13. APPLICATIONS FOR ALLOTMENT OF NCDs Details for Applications by certain categories of Applicants including documents to be submitted are summarized below. Applications by Mutual Funds Pursuant to a recent SEBI circular SEBI/HO/IMD/DF2/CIR/P/2016/35 dated February 15, 2016 ( SEBI Circular 2016 ), mutual funds are required to ensure that the total exposure of debt schemes of mutual funds in a particular sector shall not exceed 25.0% of the net assets value of the scheme. Further, the additional exposure limit provided for financial services sector towards HFCs is reduced from 10.0% of net assets value to 5.0% of net assets value and single issuer limit is reduced to 10.0% of net assets value (extendable to 12% of net assets value, after trustee approval). The SEBI Circular 2016 also introduces group level limits for debt schemes and the ceiling be fixed at 20.0% of net assets value extendable to 25.0% of net assets value after trustee approval. A separate Application can be made in respect of each scheme of an Indian mutual fund registered with SEBI and such Applications shall not be treated as multiple Applications. Applications made by the AMCs or custodians of a mutual fund shall clearly indicate the name of the concerned scheme for which Application is being made. In case of Applications made by mutual fund registered with SEBI, a certified copy of their SEBI registration certificate must be submitted with the Application Form. The Applications must be also accompanied by certified true copies of (i) SEBI Registration Certificate and trust deed (ii) resolution authorising investment and containing operating instructions and (iii) specimen signatures of authorized signatories. Failing this, our Company reserves the right to accept or reject any Application in whole or in part, in either case, without assigning any reason therefor. Application by Commercial Banks, Co-operative Banks and Regional Rural Banks Commercial banks, co-operative banks and regional rural banks can apply in the Issue based on their own investment limits and approvals. The Application Form must be accompanied by certified true copies of their (i) memorandum and articles of association/ charter of constitution; (ii) power of attorney; (iii) resolution authorising investments/ containing operating instructions; and (iv)specimen signatures of authorised signatories. Failing this, our Company reserves the right to accept or reject any Application in whole or in part, in either case, without assigning any reason therefor. Pursuant to SEBI Circular no. CIR/CFD/DIL/1/2013 dated January 2, 2013, SCSBs making applications on their own account using ASBA facility, should have a separate account in their own name with any other SEBI registered SCSB. Further, such account shall be used solely for the purpose of making application in public 8