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Private & Confidential
For Private Circulation Only
No: 1
Addressed to: Union Bank
INFORMATION MEMORANDUM
ELECTRONICA FINANCE LIMITED A public limited company incorporated under the Companies Act, 1956
Date of Incorporation: June 26, 1990
Registered Office: 101/1, Erandawane 'Audumbar’, Dr. Ketkar Road, Pune - 411004
Telephone No.: 020-67290759, Contact Person: Khwahish Rawal
E-mail: secretarial@efl.co.in; Website: https://www.efl.co.in
Information Memorandum for issue of Debentures on a private placement basis on
Dated: July 16, 2020
Background
This Information Memorandum is related to the Debentures to be issued by Electronica Finance Limited
(the “Issuer” or “Company” or “EFL”) on a private placement basis and contains relevant information
and disclosures required for the purpose of issuing of the Debentures. The issue of the Debentures
comprised in the Issue and described under this Information Memorandum has been authorised by the
Issuer through resolutions passed by the shareholders of the Issuer on September 30, 2019 pursuant to
Section 42 of the Act read with applicable rules of the Act, a resolution passed by the shareholders of
the Issuer on September 29, 2018 pursuant to Section 180(1)(c) of the Act and the Board of Directors
of the Issuer on July 6, 2020 and the Memorandum and Articles of Association of the Company. The
present issue of Debentures in terms of this Information Memorandum is within the overall powers of
the Board as per the above shareholder resolution(s).
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
and only after reading the information carefully. 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. Specific attention of
Investors is invited to the statement of Risk Factors at SECTION 3: of this memorandum of private
placement for issue of Debentures on a private placement basis (“Information Memorandum” or
“Disclosure Document”). This Information Memorandum has not been submitted, cleared or approved
by SEBI.
Issue of 350 (Three Hundred and Fifty) Secured, Rated, Listed, Redeemable, Transferable,
Non-convertible Debentures of face value of Rs. 10,00,000/- (Rupees Ten Lakhs only) each,
aggregating up to Rs. 35,00,00,000/- (Rupees Thirty Five Crores only) on a private placement
basis (the “Issue”).
Private & Confidential
For Private Circulation Only
Issuer’s Absolute Responsibility
The Issuer, having made all reasonable inquiries, confirms and represents that the information contained
in this Information Memorandum/ 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.
The Issuer is solely responsible for the correctness, adequacy and disclosure of all relevant information
herein.
Credit Rating
The Debentures proposed to be issued by the Issuer have been rated by India Ratings & Research Private
Limited (“Rating Agency”). The Rating Agency has, vide its letter July 09, 2020 assigned a rating of
“IND A-” with “stable” outlook in respect of the Debentures. The above rating is 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 rating agency and should be evaluated independently of
any other ratings. Please refer to Annexure I of this Information Memorandum for the letter dated July
09, 2020 from the Rating Agency assigning the credit rating above mentioned.
Issue Schedule
Issue Opens on: July 20, 2020
Issue Closing on: July 20, 2020
Deemed Date of Allotment: July 21, 2020
The Issuer reserves the right to change the Issue Schedule including the Deemed Date of Allotment at
its sole discretion, without giving any reasons or prior notice. The Issue shall be open for subscription
during the banking hours on each day during the period covered by the Issue Schedule.
Listing
The Debentures are proposed to be listed on the wholesale debt market of the Bombay Stock Exchange
(“BSE”).
Registrar and Transfer Agent Debenture Trustee
Link Intime India Private Limited
C-101, 1st Floor, 247 Park, Lal Bahadur Shastri Marg,
Vikhroli (West) Mumbai 400083
Tel.: 022 49186101
Fax: NA
Email: debtca@linkintime.co.in
Contact Person: Mr. Amit Dabhade
Catalyst Trusteeship Limited
Windsor, 6th Floor, Office No. 604, C.S.T. Road,
Kalina, Santacruz (East), Mumbai - 400098
Tel.: 022-49220555
Fax: 022-49220505
Email: umesh.salvi@ctltrustee.com
Contact Person: Mr. Umesh Salvi
Private & Confidential
For Private Circulation Only
TABLE OF CONTENTS
SECTION 1: DEFINITIONS AND ABBREVIATIONS 4 SECTION 2: NOTICE TO INVESTORS AND DISCLAIMERS 8 SECTION 3: RISK FACTORS 11 SECTION 4: FINANCIAL STATEMENTS 13 SECTION 5: REGULATORY DISCLOSURES UNDER SEBI DEBT LISTING
REGULATIONS 14 SECTION 6: DISCLOSURES PERTAINING TO WILFUL DEFAULT 46 SECTION 7: DISCLOSURES UNDER THE COMPANIES ACT 47 SECTION 8: APPLICANT’S DETAILS 62 SECTION 9: OTHER INFORMATION AND APPLICATION PROCESS 64 SECTION 10: DECLARATION 75 ANNEXURE I: RATING LETTER FROM THE RATING AGENCY 76 ANNEXURE II: CONSENT LETTER FROM THE DEBENTURE TRUSTEE 77 ANNEXURE III: APPLICATION FORM 78 ANNEXURE IV: AUDITED FINANCIAL STATEMENTS 82 ANNEXURE V: INDICATIVE CASHFLOW SCHEDULE 83 ANNEXURE VI: COPIES OF BOARD RESOLUTIONS 84 ANNEXURE VII: COPIES OF SHAREHOLDERS’ RESOLUTIONS 85 ANNEXURE VIII: RELATED PARTY TRANSACTIONS 86
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4
SECTION 1: DEFINITIONS AND ABBREVIATIONS
Unless the context otherwise indicates or requires, the following terms shall have the
meanings given below in this Information Memorandum.
Accounting Standards Accounting standards and practices required to be followed under
Applicable Law.
Allot/Allotment/Allotted Unless the context otherwise requires or implies, the allotment of
the Debentures pursuant to this Issue. Application Form The form used by the recipient of this Information Memorandum,
to apply for subscription to the Debentures, which is annexed to
this Information Memorandum and marked as Annexure III. Board/Board of
Directors The Board of Directors of the Issuer.
Business Day Any day of the week (excluding Saturdays, Sundays and any other
day which is a ‘public holiday’ for the purpose of Section 25 of
the Negotiable Instruments Act, 1881 (26 of 1881)) on which
banks are normally open for business in Mumbai and “Business
Days” shall be construed accordingly. CDSL Central Depository Services Limited Debentures / NCDs 350 (Three Hundred and Fifty) Secured Rated Listed Redeemable
Transferable Non-Convertible Debentures bearing a face value of
Rs. 10,00,000/- (Rupees Ten Lakhs only) each, aggregating to Rs.
35,00,00,000/- (Rupees Thirty Five Crores only). Debenture Holders /
Investors The persons to whom this Information Memorandum has been
issued to and who have subscribed the Debentures in the primary
market and thereafter shall mean and include any Person to whom
the Debentures are transferred to, each who fulfils the following
requirements: (a) Persons who are registered as such as the
beneficial owners in terms of the Debenture Trust Deed; and (b)
Persons who are registered as debenture holder(s) in the Register
of Debenture Holder(s) maintained in terms of the Debenture
Trust Deed. In the event of any inconsistency between sub
paragraph (a) and (b) above, sub paragraph (a) shall prevail.
Deemed Date of
Allotment July 21, 2020.
Debenture Trustee Catalyst Trusteeship Limited, a company incorporated under the
Companies Act, 1956 and having its registered office at GDA
House, First Floor, Plot No. 85, S. No. 94 & 95, Bhusari Colony
(Right), Kothrud, Pune, Maharashtra- 411038. Debenture Trustee
Agreement Agreement executed by and between the Debenture Trustee and
the Company for the purposes of appointment of the Debenture
Trustee to act as debenture trustee in connection with the issuance
of the Debentures. Debenture Trust Deed The debenture trust deed executed/to be executed by and between
the Debenture Trustee and the Company inter alia recording the
terms and conditions for setting out the terms upon which the
Debentures are being issued and shall include the representations
and warranties and the covenants to be provided by the Issuer.
Deed of Hypothecation The deed of hypothecation entered/to be entered into between the
Issuer and the Debenture Trustee, pursuant to which
hypothecation over Secured Property shall be created by the
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5
Issuer in favour of the Debenture Trustee (acting for and on behalf
of the Debenture Holders). Demat Refers to dematerialized securities which are securities that are in
electronic form, and not in physical form, with the entries noted
by the Depository. Depositories Act The Depositories Act, 1996, as amended from time to time. Depository A Depository registered with SEBI under the SEBI (Depositories
and Participant) Regulations, 1996, as amended from time to time. Depository Participant /
DP A depository participant as defined under the Depositories Act
Director(s) Board of Director(s) of the Issuer. Disclosure Document /
Information
Memorandum
This document which sets out the information regarding the
Debentures being issued on a private placement basis.
DP ID Depository Participant Identification Number. Due Date Any date on which the holders of the Debentures are entitled to
any payments, whether on maturity or earlier, prior to the
scheduled Maturity Date or acceleration in terms of the
Transaction Documents. Electronic Book
Provider/ EBP
BSE Limited
EFT Electronic Fund Transfer. Financial Indebtedness Any indebtedness in respect of the following:
(a) All long-term debt outstanding, whether secured or
unsecured;
(b) Contingent liability pertaining to corporate/ financial
guarantees given on behalf of any company / SPV /
subsidiary / affiliate to the extent of outstanding of such
guaranteed debt;
(c) Any short term debt outstanding, whether secured or
unsecured, availed of in lieu of long term debt or by way
of bridge financing for long term debt;
(d) Any amount raised by acceptance under any acceptance
credit facility;
(e) Receivables sold or discounted (other than any
receivables to the extent they are sold on a non- recourse
basis); and
(f) Any amount raised under any other transaction (including
any forward sale or purchase agreement) having the
commercial effect of a borrowing.
Financial Year/ FY Twelve months period commencing from April 1 of a particular
calendar year and ending on March 31 of the subsequent calendar
year. Final Settlement Date The date on which the payments to be made by the Company in
relation to the Issue have been irrevocably discharged in full
and/or the Debentures have been redeemed by the Company in
full in accordance with the terms of the Transaction Documents. IBC The Insolvency and Bankruptcy Code, 2016, and the rules and
regulations made thereunder which are in effect from time to time
and shall include any other statutory amendment or re-enactment
thereof; Issue Private Placement of the Debentures.
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Issue Closing Date July 20, 2020. Issue Opening Date July 20, 2020. Issuer/ Company Electronica Finance Limited.
Majority Debenture
Holders Debenture Holders whose participation or share in the principal
amount(s) outstanding with respect to the Debentures aggregate
to not less than 75% (Seventy Five Percent) of the value of the
nominal amount of the Debentures for the time being outstanding. Material Adverse Effect The effect or consequence of an event, circumstance, occurrence
or condition which has caused, as of any date of determination, or
could reasonably be expected to cause a material and adverse
effect on the financial condition, business or operation of the
Issuer which in the opinion of the Debenture Trustee is prejudicial
to the ability of the Issuer to perform its obligations under the
Transaction Documents. Maturity Date 18 (Eighteen) months from the Deemed Date of Allotment, or
such other date on which the final payment of the principal
amount of the Debentures becomes due and payable as therein or
herein provided, whether at such stated maturity date, by
declaration of acceleration, or otherwise. N.A. Not Applicable. NSDL National Securities Depository Limited. PAN Permanent Account Number. RBI Reserve Bank of India. Rating Agency India Ratings & Research Private Limited, being a credit rating
agency registered with SEBI pursuant to SEBI (Credit Rating
Agencies) Regulations 1999, as amended from time to time. Record Date The date which will be used for determining the Debenture
Holders who shall be entitled to receive the amounts due on any
Due Date, which shall be the date falling 7 (Seven) Business Days
prior to any Due Date. R&T Agent Link Intime India Private Limited, a company having its
registered office at C-101, 1st Floor, 247 Park, Lal Bahadur
Shastri Marg, Vikhroli (West) Mumbai - 400083
ROC Registrar of Companies. Rs. / INR Indian Rupee. RTGS Real Time Gross Settlement. SEBI Securities and Exchange Board of India constituted under the
Securities and Exchange Board of India Act, 1992 (as amended
from time to time). SEBI Debt Listing
Regulations The Securities and Exchange Board of India (Issue and Listing of
Debt Securities) Regulations, 2008 issued by SEBI, as amended
from time to time. SEBI Electronic Book
Mechanism Guidelines
The guidelines issued by SEBI and pertaining to the Electronic
Book Mechanism set out in the terms specified by SEBI in its
Circular dated January 05, 2018 (bearing reference number
SEBI/HO/DDHS/CIR/P/2018/05) titled ‘Electronic book
mechanism for issuance of securities on private placement basis’
read with the related clarifications dated August 16, 2018 (bearing
reference number SEBI/HO/DDHS/CIR/P/2018/122), and the
related operational guidelines issued by the concerned Electronic
Book Provider, as may be amended, clarified or updated from
time to time.
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Security The security for the Debentures as specified in clause 5.19. Tax or Taxes Any and all present or future, direct or indirect, claims for tax,
withholding tax, surcharge, levy, impost, duty, cess, statutory due
or other charge of a similar nature (including any penalty or
interest payable in connection with any failure to pay or any delay
in paying any of the same) including on gross receipts, sales, turn-
over, value addition, use, consumption, property, service, income,
franchise, capital, occupation, license, excise, documents (such as
stamp duties) and customs and other taxes, duties, assessments, or
fees, however imposed, withheld, levied, or assessed by any
Government. TDS Tax Deducted at Source. The Companies Act/ the
Act The Companies Act, 2013 or where applicable, the provisions of
the Companies Act, 1956, still in force.
Terms & Conditions The terms and conditions pertaining to the Issue as outlined in the
Transaction Documents. Transaction Documents The documents executed in relation to the issue of the Debentures
and the creation of the Security and shall include the Information
Memorandum, the Debenture Trustee Agreement, the Deed of
Hypothecation, the Debenture Trust Deed and any other
document that may be designated by the Debenture Trustee as a
Transaction Document. WDM Wholesale Debt Market. Wilful Defaulter An entity who is categorized as a wilful defaulter by any Bank or
financial institution or consortium thereof, in accordance with the
guidelines on wilful defaulters issued by the Reserve Bank of
India and includes an entity whose director or promoter is
categorized as such.
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SECTION 2: NOTICE TO INVESTORS AND DISCLAIMERS
2.1 ISSUER’S DISCLAIMER
This Information Memorandum is neither a prospectus nor a statement in lieu of a prospectus and
should not be construed to be a prospectus or a statement in lieu of a prospectus under the Companies
Act. The issue of the Debentures to be listed on the WDM segment of the BSE is being made strictly
on a private placement basis. Multiple copies hereof given to the same entity shall be deemed to be
given to the same person and shall be treated as such. This Information Memorandum does not
constitute and shall not be deemed to constitute an offer or invitation to subscribe to the Debentures
to the public in general.
As per the applicable provisions, it is not necessary for a copy of this Information Memorandum /
Disclosure Document to be filed or submitted to the SEBI for its review and/or approval.
This Information Memorandum has been prepared in conformity with the SEBI Debt Listing
Regulations as amended from time to time and the applicable RBI Circulars governing private
placements of debentures by NBFCs. This Information Memorandum has been prepared solely to
provide general information about the Issuer to the eligible investors to whom it is addressed and who
are willing and eligible to subscribe to the Debentures. This Information Memorandum does not
purport to contain all the information that any eligible investor may require. Further, this Information
Memorandum has been prepared for informational purposes relating to this transaction only and upon
the express understanding that it will be used only for the purposes set forth herein.
Neither this Information Memorandum nor any other information supplied in connection with the
Debentures is intended to provide the basis of any credit or other evaluation and any recipient of this
Information Memorandum should not consider such receipt as a recommendation to subscribe to any
Debentures. Each potential Investor contemplating subscription to 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 financial,
legal, tax and other professional advisors as to the risks and investment considerations arising from
an investment in the Debentures and should possess the appropriate resources to analyze such
investment and the suitability of such investment to such potential Investor’s particular
circumstances.
The Issuer confirms that, as of the date hereof, this Information Memorandum (including the
documents incorporated by reference herein, if any) contains all the information that is material in
the context of the Issue and regulatory requirements in relation to the Issue and is accurate in all such
material respects. No person has been authorized to give any information or to make any
representation not contained or incorporated by reference in this Information Memorandum or in any
material made available by the Issuer to any potential Investor pursuant hereto and, if given or made,
such information or representation must not be relied upon as having been authorized by the Issuer.
The Issuer certifies that the disclosures made in this Information Memorandum are adequate and in
conformity with the SEBI Debt Listing Regulations. Further, the Issuer accepts no responsibility for
statements made otherwise than in the Information Memorandum or any other material issued by or
at the instance of the Issuer and anyone placing reliance on any source of information other than this
Information Memorandum would be doing so at its own risk.
This Information Memorandum, and the contents hereof are restricted only for the intended
recipient(s) who have been addressed directly and specifically through a communication by the
Issuer and only such recipients are eligible to apply for the Debentures. All Investors are
required to comply with the relevant regulations/guidelines applicable to them for investing in
this Issue. The contents of this Information Memorandum are intended to be used only by those
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potential Investors to whom it is distributed. It is not intended for distribution to any other
person and should not be reproduced by the recipient.
No invitation is being made to any person other than those to whom Application Forms along with
this Information Memorandum being issued have been sent. Any application by a person to whom
the Information Memorandum has not been sent by the Issuer shall be rejected without assigning any
reason.
The person who is in receipt of this Information Memorandum shall not reproduce or distribute in
whole or part or make any announcement in public or to a third party regarding the contents hereof
without the consent of the Issuer. The recipient agrees to keep confidential all information provided
(or made available hereafter), including, without limitation, the existence and terms of the Issue, any
specific pricing information related to the Issue or the amount or terms of any fees payable to us or
other parties in connection with the Issue. This Information Memorandum may not be photocopied,
reproduced, or distributed to others at any time without the prior written consent of the Issuer. Upon
request, the recipients will promptly return all material received from the Issuer (including this
Information Memorandum) without retaining any copies hereof. If any recipient of this Information
Memorandum decides not to participate in the Issue, that recipient must promptly return this
Information Memorandum and all reproductions whether in whole or in part and any other
information statement, notice, opinion, memorandum, expression or forecast made or supplied at any
time in relation thereto or received in connection with the Issue to the Issuer.
The Issuer does not undertake to update the Information Memorandum to reflect subsequent events
after the date of Information Memorandum and thus it should not be relied upon with respect to such
subsequent events without first confirming its accuracy with the Issuer.
Neither the delivery of this Information Memorandum nor any sale of Debentures made hereafter
shall, under any circumstances, constitute a representation or create any implication that there has
been no change in the affairs of the Issuer since the date hereof.
This Information Memorandum does not constitute, nor may it be used for or in connection with, an
offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized
or to any person to whom it is unlawful to make such an offer or solicitation. No action is being taken
to permit an offering of the Debentures or the distribution of this Information Memorandum in any
jurisdiction where such action is required. Persons into whose possession this Information
Memorandum comes are required to inform themselves about and to observe any such restrictions.
The Information Memorandum is made available to potential Investors in the Issue on the strict
understanding that it is confidential.
2.2 DISCLAIMER CLAUSE OF STOCK EXCHANGES
As required, a copy of this Information Memorandum has been filed with the BSE in terms of the
SEBI Debt Listing Regulations. It is to be distinctly understood that submission of this Information
Memorandum to the BSE should not in any way be deemed or construed to mean that this Information
Memorandum has been reviewed, cleared, or approved by the BSE; nor does the BSE in any manner
warrant, certify or endorse the correctness or completeness of any of the contents of this Information
Memorandum, nor does the BSE warrant that the Issuer’s Debentures will be listed or will continue
to be listed on the BSE; nor does the BSE 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.
2.3 DISCLAIMER CLAUSE OF SEBI
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As per the provisions of the SEBI Debt Listing Regulations, it is not stipulated that a copy of this
Information Memorandum has to be filed with or submitted to the SEBI for its review / approval. It
is to be distinctly understood that this Information Memorandum should not in any way be deemed
or construed to have been approved or vetted by SEBI and that this Issue is not recommended or
approved by SEBI. SEBI does not take any responsibility either for the financial soundness of any
proposal for which the Debentures issued thereof is proposed to be made or for the correctness of the
statements made or opinions expressed in this Information Memorandum.
2.4 DISCLAIMER IN RESPECT OF JURISDICTION
This Issue is made in India to Investors as specified under the clause titled “Eligible Investors” of this
Information Memorandum, who shall be/have been identified upfront by the Issuer. This Information
Memorandum does not constitute an offer to sell or an invitation to subscribe to Debentures offered
hereby to any person to whom it is not specifically addressed. Any disputes arising out of this Issue
will be subject to the exclusive jurisdiction of the courts and tribunals at Mumbai. This Information
Memorandum does not constitute an offer to sell or an invitation to subscribe to the Debentures
herein, in any other jurisdiction to any person to whom it is unlawful to make an offer or invitation
in such jurisdiction.
2.5 DISCLAIMER IN RESPECT OF 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 Rating Agency has based
its ratings on information obtained from sources believed by it to be accurate and reliable. The Rating
Agency does not, however, guarantee the accuracy, adequacy or completeness of any information
and is not responsible for any errors or omissions or for the results obtained from the use of such
information. Most entities whose bank facilities/instruments are rated by the Rating Agency have
paid a credit rating fee, based on the amount and type of bank facilities/instruments.
2.6 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 Investors on the Deemed Date
of Allotment after verification of the Application Form, the accompanying documents, in accordance
with the SEBI Electronic Book Mechanism Guidelines and on realisation of the application money.
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SECTION 3: RISK FACTORS
The following are the risks envisaged by the management of the Company relating to the Company,
the Debentures and the market in general. Potential investors should carefully consider all the risk
factors in this Disclosure Document for evaluating the Company and its business and the Debentures
before making any investment decision relating to the Debentures. The Company believes that the
factors described below represent the principal risks inherent in investing in the Debentures, but does
not represent that the statements below regarding the risks of holding the Debentures are exhaustive.
The order of the risk factors is intended to facilitate ease of reading and reference and does not in any
manner indicate the importance of one risk factor over another. Investors should also read the detailed
information set out elsewhere in this Disclosure Document and reach their own views prior to making
any investment decision.
If any one of the following stated risks actually occurs, the Company’s business, financial conditions
and results of operations could suffer and, therefore, the value of the Company’s Debentures could
decline and/or the Company’s ability to meet its obligations in respect of the Debentures could be
affected. More than one risk factor may have simultaneous effect with regard to the Debentures such
that the effect of a particular risk factor may not be predictable.
Please note that unless specified or quantified in the relevant risk factors, the Company is not in a
position to quantify the financial or other implications of any risk mentioned herein below:
a. Repayment of principal is subject to the credit risk of the Company.
Potential investors should be aware that receipt of the principal amount along with yield
payable thereon and any other amounts that may be due in respect of the Debentures is subject
to the credit risk of the Company and the potential investors assume the risk that the Company
may not be able to satisfy their obligations under the Debentures. In the event that bankruptcy
proceedings or composition, scheme of arrangement or similar proceedings to avert
bankruptcy are instituted by or against the Company, the payment of sums due on the
Debentures may be substantially reduced or delayed.
b. Tax Considerations and Legal Considerations
Special tax considerations and legal considerations may apply to certain types of potential
investors. Potential investors are urged to consult with their own financial, legal, tax and
other professional advisors to determine any financial, legal, tax and other implications of
this investment.
c. Company’s indebtedness and covenants imposed by its financing arrangements may
restrict its ability to conduct its business or operations
Company’s financing arrangements require it to maintain certain security cover for some of
its borrowings. Should there be any breach of financial or other covenants of any financing
arrangements and such breach continues beyond the stipulated cure period (if any), the
Company may be subjected to various consequences as a result of such default including
forced repayment of such borrowings. Further, under some of the financing arrangements,
the Company is required to inform / obtain prior approval of the lenders / debentures holders
/ debenture trustee for various actions. This may restrict / delay some of the actions /
initiatives of the Company from time to time.
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d. Accounting Considerations
Special accounting considerations may apply to certain types of taxpayers. Potential investors
are urged to consult with their own accounting advisors to determine implications of this
investment.
e. Security maybe insufficient to redeem the Debentures
The Debentures are proposed to be secured by the assets described in clause 5.19 below. In
the event that the Company is unable to meet its payment and other obligations towards
potential investors under the terms of the Debentures, the Debenture Trustee may enforce the
security. The potential investors’ recovery in relation to the Debentures will be inter alia
subject to (i) the market value of the security; and (ii) finding a willing buyer for the security
at a price sufficient to repay the amounts due and payable to the potential investors’ amounts
outstanding under the Debentures.
f. Material changes in regulations to which the Company are subject could impair the
Company’s ability to meet payments or other obligations.
The Company is subject generally to changes in Indian law, as well as to changes in
government regulations and policies and accounting principles. Any changes in the
regulatory framework could adversely affect the profitability of the Company or its future
financial performance, by requiring a restructuring of its activities, increasing costs or
otherwise.
g. Economic fallout from the spread of the Covid-19 virus may impact the Issuer’s
business prospects, financial condition, result of operations and credit risk
The spread of the Covid-19 virus has affected millions across the globe and the same coupled
with measures taken by the governments including lockdowns/ curfew has not only affected
day to day lives of people but has also given a hard blow to the supply chain of factories, with
trade routes being disturbed and slowing down of the industry, trade, commerce and business
activities across all sectors. The Covid-19 virus pandemic is also adversely affecting, and is
expected to continue to adversely affect, our operations, liquidity and cashflows.
While the extent of negative financial impact cannot be reasonably estimated at this time, a
sustained economic slowdown may significantly affect our business, financial condition,
liquidity, cashflows and results of operations and the same will depend on future
developments, which are highly uncertain and cannot be predicted, including new
information which may emerge concerning the severity of the Covid-19 virus and the actions
to contain the Covid-19 virus or treat its impact, among others. Consequently, there may be
a negative effect on the Company’s ability to service the obligations in relation to the
Debentures.
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SECTION 4: FINANCIAL STATEMENTS
The audited financial statements of the Issuer for the last three financial year ends are set out in
Annexure IV hereto.
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SECTION 5: REGULATORY DISCLOSURES UNDER SEBI DEBT LISTING
REGULATIONS
The Information Memorandum is prepared in accordance with the provisions of SEBI Debt Listing
Regulations and in this section, the Issuer has set out the details required as per Schedule I of the
SEBI Debt Listing Regulations.
5.1 Documents Submitted to the Exchanges
The following documents have been / shall be submitted to the BSE:
A. Memorandum and Articles of Association of the Issuer and necessary resolution(s) for the
allotment of the Debentures;
B. Copy of last 3 (Three) years audited Annual Reports;
C. Statement containing particulars of, dates of, and parties to all material contracts and
agreements;
D. Copy of the resolution passed by the shareholders of the Company at the Annual General
Meeting held on September 30, 2019 and September 29, 2018 authorizing the issue/offer of
non-convertible debentures by the Company;
E. Copy of the resolution passed by the Board of Directors authorizing the issuance of the
Debentures and the list of authorized signatories;
F. An undertaking from the Issuer stating that the necessary documents for the creation of the
charge, including the Debenture Trust Deed would be executed within the time frame
prescribed in the relevant regulations/acts/rules etc. and the same would be uploaded on the
website of the BSE, where the debt securities have been listed, within 5 (Five) working days
of execution of the same;
G. Where applicable, an undertaking that permission / consent from the prior creditor for a second
or pari passu charge being created, in favour of the trustees to the proposed issue has been
obtained; and
H. Any other particulars or documents that the recognized stock exchange may call for as it deems
fit.
5.2 Documents Submitted to Debenture Trustee
The following documents have been/shall be submitted to the Debenture Trustee in electronic form
(soft copy) on or before the allotment of the Debentures:
A. Memorandum and Articles of Association of the Issuer and necessary resolution(s) for the
allotment of the Debentures;
B. Copy of last 3 (Three) years audited Annual Reports;
C. Statement containing particulars of, dates of, and parties to all material contracts and
agreements;
D. Latest audited / limited review half yearly consolidated (wherever available) and standalone
financial information (profit & loss statement, balance sheet and cash flow statement) and
auditor qualifications, if any.
E. An undertaking to the effect that the Issuer would, until the redemption of the debt securities,
submit the details mentioned in point (D) above to the Debenture Trustee within the timelines
as mentioned in Simplified Listing Agreement issued by SEBI vide circular No.
SEBI/IMD/BOND/1/2009/11/05 dated May 11, 2009 as amended from time to time, for
furnishing / publishing its half yearly/ annual result. Further, the Issuer shall within 180 (One
Hundred and Eighty) calendar days from the end of the financial year, submit a copy of the
latest annual report to the Debenture Trustee and the Debenture Trustee shall be obliged to
share the details submitted under this clause with all ‘Qualified Institutional Buyers’ and
other existing debenture-holders within 2 (two) Business Days of their specific request.
Private & Confidential
For Private Circulation Only
15
5.3 Name and Address of Registered Office of the Issuer:
Name of the Issuer: Electronica Finance Limited
Registered Office of Issuer: 101/1, Erandawane 'Audumbar’, Dr. Ketkar Road, Pune -
411004
Corporate Office of Issuer: 101/1, Erandawane 'Audumbar’, Dr. Ketkar Road, Pune -
411004
Compliance Officer of Issuer: Ms. Khwahish Rawal
Chief Financial Officer of Issuer: Mr. Mayank Thatte
Registration Number: B-13.01093
Corporate Identification Number: U65910PN1990PLC057017
Phone No.: 020-67290700
Fax No.: NA
Contact Person: Khwahish Rawal
Email: secretarial@efl.co.in / corptreasury@efl.co.in
Website of Issuer: https://www.efl.co.in
Auditors of the Issuer: S.R. Batliboi & Co. LLP
Address: 12th Floor, The Ruby, 29 Senapati Bapat Road,
Dadar (West)
Trustee to the Issue: Catalyst Trusteeship Limited
Address: Windsor, 6th floor, Office No.604, C.S.T Road,
Kalina, Santacruz (East), Mumbai - 400098
Registrar to the Issue: Link Intime India Pvt. Ltd
Address: C-101, 1st Floor, 247 Park, Lal Bahadur Shastri
Marg, Vikhroli (West) Mumbai - 400083
Credit Rating Agency: India Ratings & Research Private Limited
Address: Wockhardt Tower, West Wing, Level 4,
Bandra Kurla Complex, Mumbai, 400051
5.4 A brief summary of business / activities of the Issuer and its line of business:
(a) Overview:
The Company is systematically important non deposit taking Non-Banking Financial
Company (NBFC-ND-SI) registered with the Reserve Bank of India. Electronica Finance
Ltd, incorporated in 1990, is a part of the SRP Electronica Group and a pioneer in the field
of Machine Finance. After an eventful journey of close to 3 decades, EFL today has more
Private & Confidential
For Private Circulation Only
16
than 50 offices across the country, has served more than 7500 customers and has an AUM in
excess of Rs.1350 crores.
The origin of the SRP Electronica Group was that of a manufacturing company started by a
group of first-generation technocrats. With the experience of starting a new business also
came the realization about the challenges, especially financial, that a typical SME business
has to face. As a result, the group’s understanding of machines, as well as manufacturing
experience, was leveraged to start financing of machine purchases, which at that time was a
pioneering effort. This understanding was also used to start other innovative services like
doorstep finance and assessment-based financing. Very soon, The Company started financing
machines of other manufacturers in the machine tool as well as other industries. EFL’s
ground-breaking products, services and last mile connectivity were also recognized by
SIDBI, which resulted in a partnership which is now more than 12 years old.
Keeping in mind the overall philosophy of customer centricity and assessment-based
financing, products such as loans for purchase of industrial properties, bill discounting and
working capital loans were introduced and they have contributed to EFL’s success. EFL
today continues to be shaped by its experiences and philosophy of customer centricity,
innovation and transparency. This is also the genesis of new business verticals like micro
enterprise financing, which aims at providing much-needed funds to businesses across the
trading and service industry.
With its vision of “Creating success stories for businesses”, EFL is perfectly poised to
successfully continue on this journey of passion and progress. The Company has currently
floated the following products:
Loan
Product
Loan Amount Loan
Tenure
Interest
Rate
Processi
ng Fees
Repayment
Method
Term
Loan
Rs. 3 Lacs - Rs.
3 Crores
3 Years
to 5
Years
14% to 18% 0.5 - 2% Equated Monthly
Instalment
Business
Loan
Rs. 3 Lacs - Rs.
3 Crores
1 Years
to 2
Years
14% to 18%
0.5 - 2% Equated Monthly
Instalment
Industrial
Property
Loan
Rs. 3 Lacs - Rs.
3 Crores
3 Years
to 7
Years
14% to 18%
0.5 - 2% Equated Monthly
Instalment
Hire
Purchase
Rs. 3 Lacs - Rs.
3 Crores
3 Years
to 5
Years
14% to 18%
0.5 - 2% Hire Purchase
Charges
Emerging
Enterprise
Loans
Rs. 3 Lacs – Rs.
50 Lacs
3 Years
to 6
Years
14% to 20%
0.5 - 2% Equated Monthly
Instalment
MFI Rs. 3 Lacs - Rs.
3 Crores
1 Years
to 2
Years
14% to 18%
0.5 - 2% Equated Monthly
Instalment
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17
(b) Corporate Structure/Organization Structure:
(c) Key Operational and Financial Parameters for the last 3 audited years on a consolidated
basis (wherever available) else on a standalone basis.
(Rs. Crores)
Parameters FY 2020 FY 2019 FY 2018
Networth 268.89 148.24 136.73
Total Debt 554.60 564.39 459.60
Comprising
of
Non-Current Maturities of
Long Term Borrowing 291.13 303.74 250.33
Short Term Borrowing 8.05 26.04 33.71
Current Maturities of Long
Term Borrowing 255.42 234.61 175.56
Net Fixed Assets 68.17 58.81 50.27
Non-Current Assets 469.47 430.42 371.82
Cash and Cash Equivalents 54.30 7.88 11.23
Current Investments - - 0.98
Current Assets 429.94 346.44 291.00
Current Liabilities 298.02 300.43 253.40
Assets Under Management 1,398.25 1,263.37 1,101.26
Off Balance Sheet Assets 308.04 248.61 216.32
Shilpa Pophale
(Managing Director)
Business – Tushar Chandorkar
CEF & EEF Product & Sales – Marul Kapoor
CEF Sales – ChanderkantJaishali
SBF Sales – Vishal Bhand
Collection – Bharat Jaykar
Customer Care, Telesales, BIU - Mugdha
Credit – Suhas Gore
SBF Product, Branding &
Marketing –Ashutosh
Putambekar
EEL & FIG Product & Sales– Pankaj
Bharate
Ops, Admin, IT, Secretarial, Legal –
Amit Gadre
HR, CSR – Ashwini Shivram
CFO – Mr Mayank Thatte
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18
Interest Income 147.09 126.76 120.90
Interest Expense 66.57 54.82 48.88
Provisioning & Write-offs 8.51 10.90 14.77
PAT 17.46 13.34 16.77
Gross NPA (%) 2.71% 1.74% 1.74%
Net NPA (%) 1.28% 0.70% 1.42%
Tier I Capital Adequacy Ratio (%) 26.94% 16.88% 17.19%
Tier II Capital Adequacy Ratio (%) 1.48% 1.83% 2.75%
(d) Gross Debt: Equity Ratio of the Company:
Before the issue of debt securities 2.52
After the issue of debt securities 2.65
(e) Project cost and means of financing, in case of funding new projects:
NA
5.5 A Brief history of Issuer since its incorporation giving details of its following activities:
A. Details of Share Capital as on last quarter end i.e. June 30, 2020:
Share Capital Number of
Securities
Nominal
Value Amounts
Authorised:
Equity
Preference
3,00,00,000
70,00,000
10
20
30,00,00,000
14,00,00,000
TOTAL 44,00,00,000
Issued, Subscribed and Fully
Paid- up
2,25,34,645 10 22,53,46,450
Preference Shares 63,26,839 20 12,65,36,780
TOTAL 35,18,83,230
B. Changes in its capital structure as on last quarter end i.e. June 30, 2020, for the last five
years:
Date of change
(AGM/EGM)
Rupees Particulars
25th November, 2019
(EGM)
28th November, 2019
(Allotment)
INR 85,00,00,000/- (Indian
Rupees Eighty Five Crore
only)
INR 85,00,00,000/- (Indian Rupees
Eighty Five Crore only) as share
subscription amount from ESF
Holdings towards subscription of
50,18,302 Series A compulsorily
convertible preference shares of
the Company, having face value of
INR 20/- (Indian Rupees Twenty
only) each at a premium of INR
149.38/- (Indian Rupees One
Private & Confidential
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19
Hundred Forty Nine point Three
Eight only) per CCPS
4th March, 2020
(EGM)
11th March, 2020
(Allotment)
INR 221,640,000 1,308,537 Series A compulsorily
convertible preference shares of
the Company, having face value of
INR 20/- (Indian Rupees Twenty
only) each at a premium of INR
149.38/- (Indian Rupees One
Hundred Forty Nine point Three
Eight only) per CCPS to ESF
Holdings
C. Equity Share Capital History of the Company as on last quarter end i.e. June 30, 2020,
for the last five years:
D. Details of any Acquisition or Amalgamation in the last 1 (one) year:
There has been no acquisition or amalgamation in the last 1 (one) year
E. Details of any Reorganization or Reconstruction in the last 1 (one) year:
There has been no reorganization or reconstruction in the last 1 (one) year
5.6 Details of the shareholding of the Company as on June 30, 2020:
A. Shareholding pattern of the Company as on June 30, 2020:
Sr.
No. Shareholders
No. of
Shares
Number of
shares held in
Dematerialised
Form
Total Shareholding
as a % of total no.
of equity shares.
1. Mr. S. R. Pophale 1,467,867
1,467,867
6.51%
Cumulative Paid Up
Capital
Date
of
Allot
ment
Nam
e of
Inves
tor
No of
Equity
Shares
Face
Value
(in
Rs.)
Issu
e
Pric
e
(in
Rs.)
Consider
ation
(Cash,
other
than
cash,
etc.)
Nat
ure
of
Allo
tme
nt
No of
Equity
Shares
Equity
Share
Capital
(Rs.)
Equity
Share
Premi
um
(Rs)
per share
Septembe
r 29, 2017
Mr.
Shrika
nt
Popha
le
4,23,945 10
58.97
Cash Priva
te
Place
ment
4,23,945 22,53,46
,450
48.97/-
Private & Confidential
For Private Circulation Only
20
2. Mrs Mugdha R Kaskhediker 22,000 22,000 0.10%
3. Ms. Shilpa Pophale 31,500 31,500 0.14%
4. Mrs. Priya A
Dharmadhikari 30,500 30,500 0.14%
5. Mrs. Manisha S Pophale 143,620 143,620 0.64%
6. Mr. Sujit
Natekar 34,333 34,333 0.15%
7. Mr. Adwait
Dharmadhikari 500 500 0.00%
8. Mr. Rahul Kaskhediker 33,834 33,834 0.15%
9. Mr. Shashikant
Dharmadhikari 500 500 0.00%
10. Mr.Adwait Dharmadhikari
(HUF) 33,833 33,833 0.15%
11. Mr. Sharad Natekar jointly
with Mr. Sujit
Natekar
1,000 1,000 0.00%
12. Mr. Sujit Natekar
(HUF) 500 500 0.00%
13. Electronica Hi Tech Machine
Tool Private Limited 100,000 100,000 0.44%
14. Electronica Industries
Limited 10,517,125 10,517,125 46.67%
15. Mugdha Investment &
Finance Private Limited 9,547,120 9,547,120 42.37%
16. Others ( Non Promotors )
***** 216,180 5,000 0.96%
17. ESF Holdings 354,233 354,233 1.57%
Total 22,534,645
22,323,465 100%
The promoters have not pledged or encumbered any of the shares held by them in the company.
B. List of top 10 holders of equity shares of the Company as on June 30, 2020:
Sr.
No. Shareholders
No. of
Shares
Number of
shares held in
Dematerialise
d Form
Total Shareholding
as a % of total no.
of equity shares.
1. Electronica Industries
Limited 10,517,125 10,517,125 46.67%
2. Mugdha Investment &
Finance Pvt Ltd 9,547,120 9,547,120 42.37%
3. Mr. S. R. Pophale 1,467,867
1,467,867
6.51%
4. ESF Holdings 354,233 354,233 1.57%
Private & Confidential
For Private Circulation Only
21
5. Mrs Manisha Pophale 143,620 143,620 0.64%
6. Electronica Hitech Machine
Tools Private Limited 100,000 100,000 0.44%
7. Mr. Sujit Natekar 34,333 34,333 0.15%
8. Mr. Rahul Kaskhediker 33,834 33,834 0.15%
9. Adwait Dharmadhikari
(HUF) 33,833 33,833 0.15%
10. Ms Shilpa Pophale 31,500 31,500 0.14%
5.7 Following details regarding the directors of the Company:
A. Details of current directors of the Company as on June 30,2020:
This table sets out the details regarding the Company’s Board of Directors
Sr.
No.
Name and
DIN
Age Designation Address Director of
the
Company
since
Details of
other
directorship
1. Ms. Shilpa
Pophale-
00182457
49 Managing
Director
F 302,
Devkunj
Apartment,
Final Plot
No. 89A,
Prabhat
Road.,
Erandawana.
Pune 411004
01/06/2006
Electronica
Industries
Limited
Electronica
Hitech
Machine Tools
Pvt Ltd
2. Mr. Sujit
Natekar-
00182517
50 Additional
Director
(Non
Executive)
F 302,
Devkunj
Apartment,
Final Plot
No. 89A,
Prabhat
Road.,
Erandawana.
Pune 411004
19/11/2019 Electronica
Hitech
Machine Tools
Pvt Ltd
Electronica
Tungsten
Limited
3 Mr.
Venkatesh
Srinivasan-
02110770
49 Independent
Director
21,
Purushottam
Nagar,
S.V.Road,
Bandra
(West),
Mumbai-
400050,
Maharashtra,
India
09/01/2010 Healtha2z
(India) Private
Limited
Pointer8
Consumer
Insights
Private
Limited
Private & Confidential
For Private Circulation Only
22
4 Mr.
Thallapaka
Venkateswara
Rao-
05273533
68 Independent
Director
Flat No 803,
Silverlake
Terrace
Apts, No.
167,
Richmond
Road,
Banglore-
560025,
Karnataka,
India
11/06/2013 NATCO
Pharma
Limited
Fidas Tech
Private
Limited
Ladderup
Finance
Limited
BGSE
Financials
Limited
Sanvira
Industries
Limited
Easy Home
Finance
Limited
Lendingkart
Finance
Limited
PNB Metlife
India
Insurance
Company
Limited
STCI Primary
Dealer Limited
5 Mr. Milind
Limaye-
00334854
60 Independent
Director
2163 Flat
no.-3,
Ganesh
Puram, near
Neelayam
Theatre,
Sadashiv
Peth Pune
411030
27/03/2017 Ceva Polchem
Private
Limited
Unnayan
Marketing And
Consultancy
Private
Limited
None of the directors of the Company are appearing in the RBI defaulter list and/or ECGC default list.
Private & Confidential
For Private Circulation Only
23
B. Details of change in directors since last three years:
Name Designati
on
DIN Date of
Appointment
/ Resignation
Director of the
Company
since (in case
of resignation)
Remarks
Mr. Vijay
Bhaskar
Pedamallu
Additional
Director
(Independ
ent)
0662988
4
Resignation 26/10/2016 Appointed
w.e.f.
26/10/2016 &
resigned
w.e.f.
18/03/2017
Mr. Milind
Limaye
Additional
Director
(Independ
ent)
0033485
4
Appointment - Appointed
w.e.f.
27/03/2017
Mr. Shriram
Gogate
Non-
Executive
Director
0005796
6
Resignation 28/03/2012 Appointed
w.e.f.
28/03/2012 &
vacation of
office w.e.f.
03/04/2017
due to death
Mr.
Venkatesan
Sridar
Additional
Director
0224133
9
Resignation 29/09/2018 Resigned
w.e.f. 22nd
July, 2019
Mrs.
Mugdha
Kaskhediker
Whole
Time
Director
0176479
3
Resignation 26/10/2016 Resigned
w.e.f. 8th July,
2019
Mr. Shrikant
Pophale
Executive
Director
0039385
9
Resignation 26/06/1990 Resigned
w.e.f. 1st
November,
2019
Mr. Sujit
Natekar
Additional
Director
(Non
Executive)
0018251
7
Appointment - Appointed
w.e.f. 19th
November,
2019
5.8 Following details regarding the auditors of the Company:
A. Details of the auditor of the Company:
Name Address Auditor since Remark
M/s S. R.
Batliboi & Co.
LLP
14th Floor, The Ruby, 29
Senapati Bapat Marg, Dadar
(West) Mumbai- 400028
F Y 2017-18 None
Appointed as the Statutory Auditor at the Annual General Meeting held on
27/09/2017
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24
B. Details of change in auditors since last three years:
Name Address Date of
Appointment /
Resignation
Auditor of the
Company since
(in case of
resignation)
Remarks
M/s M. P.
Chitale & Co.
417/1, Narayan
Peth, Munjaba
Lane, Pune-
411030
Since year 2003-
04
The Auditor
were changed
due to
requirement of
Companies Act
M/s S. R.
Batliboi & Co.
LLP
14th Floor, The
Ruby, 29
Senapati Bapat
Marg, Dadar
(West)
Mumbai-
400028
Date of
Appointment -
27/09/2017
5.9 Details of borrowings of the Company, as on latest quarter end i.e. June 30, 2020:
A. Details of Secured Loan Facilities as on June 30, 2020:
(Rs. In Cr.)
Lender Name Type of
Facility
Sanction
Date
Amount
Sanction
ed
Principle
Outstandi
ng
Security Payme
nt Date
Maturit
y Date
Repayment
Date/Sched
ule
FEDRAL BANK
TERM LOAN 2
AUDUMBAR
PROPERTY
Term
Loan
Dec-17 15.00 11.84 Equitable
Mortgage of
Property of
Prabhat
Road Office
22 22-05-
25
Monthly
SBI TERM
LOAN 7
Term
Loan
Dec-17 40.00 17.54 Exclusive
charge on
term loan
receivables
pool with
underlying
asset with
Margin 25%
28 28-05-
22
Monthly
CORPORATION
BANK TERM
LOAN
Term
Loan
Oct-19 25.00 25.13 Exclusive
charge on
term loan
receivables
pool with
underlying
asset with
Margin 10%
30 30-06-
25
Monthly
Union Bank
Term Loan 2
Term
Loan
Sep-19 50.00 44.52 Exclusive
charge on
term loan
receivables
pool with
underlying
30 28-02-
25
Monthly
Private & Confidential
For Private Circulation Only
25
asset with
Margin 25%
HDFC BANK
TL 13
Term
Loan
Dec-19 20.00 18.05 Exclusive
charge on
term loan
receivables
pool with
underlying
asset with
Margin 25%
7 07-02-
23
Monthly
Union Bank of
India TL 1
Term
Loan
Dec-17 40.00 23.51 Exclusive
charge on
term loan
receivables
pool with
underlying
asset with
Margin 25%
30 30-08-
23
Monthly
HDFC BANK
TL XI
Term
Loan
Mar-18 30.00 9.61 Exclusive
charge on
term loan
receivables
pool with
underlying
asset with
Margin 25%
7 07-05-
21
Monthly
BAJAJ
FINANCE
TERM LOAN - 4
Term
Loan
Dec-19 10.00 8.78 Exclusive
charge on
term loan
receivables
pool with
underlying
asset with
Margin 25%
5 05-01-
23
Monthly
BAJAJ
FINANCE
TERM LOAN - 5
Term
Loan
Dec-19 10.00 9.03 Exclusive
charge on
term loan
receivables
pool with
underlying
asset with
Margin 25%
5 05-02-
23
Monthly
THE
CATHOLIC
SYRIAN BANK
LTD TL 1
Term
Loan
Apr-17 10.00 3.88 Exclusive
charge on
specific
term loan
receivables
pool with
underlying
asset with
Margin of
1.15 times
5 05-04-
22
Monthly
United Bank of
India TL 1
Term
Loan
Oct-19 10.00 8.83 Exclusive
charge on
term loan
receivables
pool with
underlying
asset with
Margin 25%
27 27-11-
24
Monthly
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26
FEDRAL BANK
TERM LOAN 1
Term
Loan
Sep-17 10.00 5.08 Exclusive
charge on
specific
term loan
receivables
pool with
underlying
asset with
Margin of
1.15 times
8 08-12-
22
Quarterly
BAJAJ
FINANCE
TERM LOAN -
III
Term
Loan
Aug-18 15.00 7.34 Exclusive
charge on
term loan
receivables
pool with
underlying
asset with
Margin 25%
5 05-11-
21
Monthly
INDIAN
BANK - TL 5
Term
Loan
Sep-17 25.00 10.62 Exclusive
charge on
specific
term loan
receivables
pool with
underlying
asset with
Margin 25%
1 01-01-
22
Monthly
HDFC BANK
TL XII
Term
Loan
Mar-19 15.00 9.71 Exclusive
charge on
term loan
receivables
pool with
underlying
asset with
Margin 25%
7 07-04-
22
Monthly
THE SOUTH
INDIAN BANK
LIMITED TL 2
Term
Loan
Sep-17 10.00 4.09 Hypothecati
on of
Specific
receivables
for
respective
facilily with
asset
coverage of
1.25 times
of loan
amount.
Negative
lien upon
the assets
charged
28 28-04-
22
Monthly
SYNDICATE
BANK TL X
Term
Loan
Mar-17 25.00 5.40 Exclusive
charge on
specific
term loan
receivables
pool with
underlying
asset with
Margin 25%
30 30-04-
21
Monthly
Federal Bank TL
3
Term
Loan
Jul-19 15.00 12.40 Exclusive
charge on
term loan
receivables
pool with
30 08-01-
24
Quarterly
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27
underlying
asset with
Margin 15%
Indian Bank
Term Loan 6
Term
Loan
Apr-19 35.00 29.10 Exclusive
charge on
term loan
receivables
pool with
underlying
asset with
Margin
133%
30 01-10-
24
Monthly
Indian Bank
Term Loan 7
Term
Loan
Apr-20 50.00 25.00 Exclusive
charge on
term loan
receivables
pool with
underlying
asset with
Margin
133%
19 19-08-
25
Monthly
THE SOUTH
INDIAN BANK
TL 1
Term
Loan
Dec-16 20.00 4.30 Hypothecati
on of
Specific
receivables
for
respective
facilily with
asset
coverage of
1.25 times
of loan
amount.
Negative
lien upon
the assets
charged
30 30-07-
21
Monthly
SBM BANK
MAURITIUS
LTD TL1
Term
Loan
Sep-16 10.00 0.63 Exclusive
hypothcatio
n charge on
specific
term loan
receivables
pool with
underlying
asset with
Margin 25%
30 30-09-
20
Quarterly
TATA CAPITAL
LTD TERM
LOAN XII
Term
Loan
Mar-19 20.00 14.05 Exclusive
charge on
term loan
receivables
pool with
underlying
asset with
Margin 25%
9 09-03-
23
Monthly
ALLAHABAD
BANK TL II
Term
Loan
Mar-19 15.00 12.84 Exclusive
charge on
term loan
receivables
pool with
underlying
asset with
30 30-10-
23
Monthly
Private & Confidential
For Private Circulation Only
28
Margin
133%
THE
CATHOLIC
SYRIAN BANK
TL 2
Term
Loan
Jan-19 15.00 10.99 Exclusive
charge on
term loan
receivables
pool with
underlying
asset with
Margin 25%
5 05-02-
24
Monthly
SBM BANK
MAURITIUS
LTD TL 2
Term
Loan
Sep-17 12.00 4.50 Exclusive
hypothcatio
n charge on
specific
term loan
receivables
pool with
underlying
asset with
Margin 20%
30 30-09-
21
Quarterly
NABSAMRUDD
HI FINANCE
LIMITED
Term
Loan
Feb-17 15.00 5.22 Exclusive
charge on
specific
term loan
receivables
pool with
underlying
asset
coverage of
120% of
Principal
Amount &
Negative
Lien upon
the assets &
Personal
Gaurantee
of Ms.
Shilpa
Pophale
30 30-03-
22
Quarterly
SYNDICATE
BANK TL IX
Term
Loan
Sep-16 7.50 0.63 Exclusive
charge on
specific
term loan
receivables
pool with
underlying
asset with
Margin 25%
30 31-10-
20
Monthly
FEDBANK
FINANCIAL
SERVICES LTD
TL 1
Term
Loan
Jul-17 10.00 3.33 Exclusive
charge on
specific
term loan
receivables
pool with
underlying
asset with
Margin of
1.10 times
1 01-08-
21
Monthly
Private & Confidential
For Private Circulation Only
29
ADITYA BIRLA
FINANCE LTD
TL 1
Term
Loan
Aug-16 10.00 3.15 Exclusive
charge on
specific
term loan
receivables
of Industrial
Property
Loan with
underlying
asset with
Margin 25%
& Personal
Guarantee
of MD
1 01-10-
21
Monthly
Nabsamruddhi
Finance Limited
TL 2
Term
Loan
Oct-18 9.50 6.65 Exclusive
charge on
term loan
receivables
pool with
underlying
asset with
Margin 20%
30 30-10-
23
Quarterly
SARASWAT
WCDL
WCDL Mar-17 5.00 1.03 HP
receivables
Carved out
from Cash
Credit
Limit,
Personal
Guarantee
of MD
30 30-09-
20
Bullet
TOTAL
609.00
356.78
Working Capital (Cash Credit)
Name Produc
ts
Loan
Amount
Utilized
amount
Tenure
(Months)
Security
SBI Workin
g
Capital
5,000.00
13.23
12 Exclusive
charge on
term loan
receivables
pool with
underlying
asset with
Margin 25%
HDFC Bank Ltd
CC
Workin
g
Capital
1,000.00
8.45
12 Exclusive
charge on
term loan
receivables
pool with
underlying
asset with
Margin 25%
IDBI BANK Workin
g
Capital
500.00
- 12 Exclusive
charge on
term loan
receivables
pool with
underlying
asset with
Margin 25%
Private & Confidential
For Private Circulation Only
30
BANK OF
MAHARASHTR
A
Workin
g
Capital
900.00
0.05
12 Exclusive
charge on
term loan
receivables
pool with
underlying
asset with
Margin 25%
& Personal
Guarantee
of MD
SBM Workin
g
Capital
800.00
4.50
12 Exclusive
charge on
term loan
receivables
pool with
underlying
asset with
Margin 25%
8,200.00
26.23
Letter of Credit
Name Produc
ts
Total
Limit
Utilized
amount
Security
*BANK OF
MAHARASHTR
A (SUB LIMIT
OF CC)
LC
500.00
- Charge on
Imported
Machine
SYNDICATE
BANK
LC
300.00
86.48
Charge on
Imported
Machine
SBM BANK LC
800.00
- Charge on
Imported
Machine
1,600.00
86.48
B. Details of Unsecured Loan Facilities as on June 30, 2020:
Lender’s Name Type of
Facility
Amount
sanctioned
Principal
Amount O/S
Repayment
Date/ Schedule
IFMR Capital TIER II 25.00 9.00 Sept 30,2021
C. Details of Non-Convertible Debentures as on June 30, 2020:
(Rs. In Cr.)
Deben
ture
Series
Tenor/P
eriod of
Maturit
y
Coupon
(Rate of
Interest)
Amount Date
of
allotm
ent
Redemp
tion on
Date/
Schedul
e
Credit
Rating
Secure
d/
Unsecu
red
Security
Private & Confidential
For Private Circulation Only
31
Aav
Sarl
(Symb
iotics)
48 10.95% 52.90 March
30,
2017
Mar 30,
2021
BBB+ Secured Exclusive
charge on
specific
term loan
receivable
s pool
with
underlyin
g asset
Global
Climat
e
Partne
rship
Fund
Sa
Sicav
48 11.40% 70.00 30/03/
2019
Mar
30,2024
- Secured Exclusive
charge on
specific
term loan
receivable
s pool
with
underlyin
g asset
D. List of Top 10 Debenture Holders (as on June 30, 2020):
S. No. Name of Debenture Holders Amount (Rs. Cr)
1 Global Climate Partnership Fund Sa Sicav 70.00 2 AAV SARL SYMBIOTICS SINGAPORE PTE LTD 52.90
E. The amount of corporate guarantee issued by the Issuer along with name of the
counterparty (like name of the subsidiary, JV entity, group-company, etc) on behalf of
whom it has been issued. (if any):
NIL
F. Details of Commercial Paper:
NIL
G. Details of rest of the borrowing (if any including hybrid debt like FCCB, Optionally
Convertible Debentures / Preference Shares) as on June 30, 2020:
NIL
H. Details of all default/s and/or delay in payments of interest and principal of any kind of
term loans, debt securities and other financial indebtedness including corporate
guarantee issued by the Company, in the past 5 years:
NIL
Private & Confidential
For Private Circulation Only
32
I. Details of any outstanding borrowings taken / debt securities issued where taken / issued
(i) for consideration other than cash, whether in whole or part, (ii) at a premium or
discount, or (iii) in pursuance of an option:
NIL
5.10 Details of Promoters of the Company:
A. Details of Promoter Holding in Company as on June 30, 2020:
Sr
N
o
Name of the
shareholders
Total No
of Equity
shares
No. of
shares in
Demat
form
Total
shareholdin
g as % of
total no of
equity
shares
No of
shares
Pledge
d
% of
shares
pledge
d with
respect
to
shares
owned
1 Mr. Shrikant
Pophale
1,467,867
1,467,867 6.51%
Nil Nil
2 Mrs Mugdha R
Kaskhediker 22,000 22,000 0.10%
Nil Nil
3 Ms. Shilpa
Pophale 31,500 31,500 0.14%
Nil Nil
4 Mrs. Priya A
Dharmadhikari 30,500 30,500 0.14%
Nil Nil
5 Mrs. Manisha S
Pophale 143,620 143,620 0.64%
Nil Nil
6 Mr. Sujit
Natekar
34,333 34,333 0.15%
Nil Nil
7 Mr. Adwait
Dharmadhikari 500 500 0.00%
Nil Nil
8 Mr. Rahul
Kaskhediker 33,834 33,834 0.15%
Nil Nil
9 Mr. Shashikant
Dharmadhikari 500 500 0.00%
Nil Nil
10 Mr.Adwait
Dharmadhikari
(HUF)
33,833 33,833 0.15%
Nil Nil
11 Mr. Sharad Natekar
jointly with Mr.
Sujit
Natekar
1,000 1,000 0.00%
Nil Nil
12 Mr. Sujit Natekar
(HUF) 500 500 0.00%
Nil Nil
13 Electronica Hi Tech
Machine Tool
Private Limited
100,000 100,000 0.44%
Nil Nil
Private & Confidential
For Private Circulation Only
33
14 Electronica
Industries Limited
10,517,12
5
10,517,12
5 46.67%
Nil Nil
15 Mugdha Investment
& Finance Private
Limited
9,547,120 9,547,120 42.37%
Nil Nil
5.11 Abridged version of the Audited Consolidated and Standalone Financial Information
(like Profit and Loss statement, Balance Sheet and Cash Flow statement) for at least
last three years and auditor qualifications, if any.
Balance Sheet
Particulars As at
March 31,
2020
As at
March 31,
2019
As at
March 31,
2018
(Audited) (Audited) (Audited)
ASSETS
Financial Assets
Cash and cash equivalents 5,430.25 787.87 1,122.72
Bank balances other than cash and cash
equivalents 1,393.24 1,491.36 2,676.29
Loans 80,269.27 76,743.18 62,404.68
Investments 12.89 12.75 105.22
Other financial assets 742.54 773.27 1,296.12
Sub-total - Financial assets 87,848.19 79,808.43 67,605.03
Non financial assets
Current tax assets (net) 116.80 107.59 126.54
Deferred tax assets (net) 743.04 744.52 459.81
Investment property 116.85 119.00 32.67
Property, plant and equipment 6,506.98 4,077.77 4,268.49
Capital work in progress 96.60 1,570.77 574.57
Intangible assets 96.73 113.05 151.05
Other non financial assets 691.16 711.43 274.43
Sub-total - Non-financial assets 8,368.16 7,444.13 5,887.55
Total Assets 96,216.35 87,252.56 73,492.59
LIABILITIES AND EQUITY
Liabilities
Financial Liabilities
Debt securities 12,358.25 15,221.30 6,092.04
Borrowings (Other than debt securities) 52,701.81 38,477.02 36,811.85
Sub ordinated liabilities 896.72 2,740.82 3,055.98
Other financial liabilities 13,070.86 14,770.11 12,697.75
Sub-total - Financial liabilities 79,027.64 71,209.25 58,657.61
Private & Confidential
For Private Circulation Only
34
Non financial liabilities
Current tax liabilities (net) 546.99 840.20 937.25
Provisions 129.79 153.53 138.53
Other non financial liabilities 120.26 225.10 86.05
Sub-total - Non-financial liabilities 797.04 1,218.83 1,161.83
Equity
Equity share capital 2,253.46 2,253.46 2,253.46
Other equity 14,138.21 12,571.02 11,419.76
16,391.67 14,824.48 13,673.22
Total liabilities and equity 96,216.35 87,252.56 73,492.67
P&L
(Rs. in Lakhs)
Particulars Year ended
March 31,
2020
March 31,
2019
March 31,
2018
(Audited)
(Based on
INDAS)
(Audited)
(Based on
INDAS)
(Audited)
(Based on
IGAAP)
Revenue from operations
Interest income 14,708.82 12,676.10 12,492.34
Fees and commission income 609.24 699.11 990.79
Net gain on sale of financial assets at
amortised cost 295.96 156.90
1783.28
Sale of services 166.68 151.69
Recoveries of financial assets written
off 38.53 172.48
Net gain on fair value changes 757.31 339.99
Total revenue from operations 16,576.54 14,196.27 15,706.29
Other income 249.39 205.88 342.54
Total Revenue 16,825.93 14,402.15 16,048.83
Expenses
Finance costs 8,269.06 7,115.64 6,655.25
Impairment on financial instruments 850.83 1,090.47
Employee benefit expenses 3,425.84 2,811.74 2,931.07
Depreciation and amortisation
expenses 374.25 350.22
319.91
Other expenses 1,453.35 1,034.37 3,411.80
Total expenses 14,373.33 12,402.44 13,318.04
Profit before tax 2,452.60 1,999.71 2,730.79
Private & Confidential
For Private Circulation Only
35
Tax expense:
Current tax 698.24 901.03 1,296.89
Deferred tax 8.46 (283.61) (256.38)
Tax for previous year - 48.04 13.44
Total Tax expense 706.70 665.46 1,053.95
Profit for the period 1,745.90 1,334.25 1,676.84
Other comprehensive income (OCI)
Items that will not be reclassified to
profit or loss:
Remeasurement gains / (losses) on
defined benefit plans 27.76 3.80
-
Tax impact on above (6.99) (1.11) -
Total other comprehensive income 20.77 2.69 -
Total comprehensive income 1,725.13 1,331.56 1,676.84
The relevant information is furnished in Annexure IV of the Information Memorandum.
5.12 Abridged version of Latest Audited/ Limited Review Half Yearly Consolidated and
Standalone Financial Information (like Profit and Loss statement, Balance Sheet) and
auditors’ qualifications, if any:
Please refer to Clause 5.11 for the Balance sheet of the Financial Year ending as on March
31, 2020.
Particulars Half Year ended
March 31, 2020
(Audited)
Revenue from operations
Interest income 8,006.97
Fees and commission income 394.05
Net gain on sale of financial assets at amortised cost 229.60
Sale of services 68.96
Recoveries of financial assets written off 11.53
Net gain on fair value changes 757.31
Total revenue from operations 9,468.42
Other income 144.66
Total Revenue 9,613.08
Expenses
Finance costs 4,596.71
Impairment on financial instruments 558.28
Employee benefit expenses 1,772.48
Depreciation and amortisation expenses 201.45
Other expenses 836.04
Total expenses 7,964.95
Private & Confidential
For Private Circulation Only
36
Profit before tax 1,648.13
Tax expense:
Current tax 479.18
Deferred tax 25.02
Tax for previous year -
Total Tax expense 504.21
-
Profit for the period 1,143.92
Other comprehensive income (OCI)
Items that will not be reclassified to profit or loss:
Remeasurement gains / (losses) on defined benefit plans 27.76
Tax impact on above (6.99)
Total other comprehensive income 20.77
Total comprehensive income 1,123.15
Earnings per equity share
[Nominal value of share Rs. 10]
Basic EPS 5.08
Diluted EPS 4.37
5.13 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. -
NIL
5.14 Names of the Debentures Trustees and Consents thereof and copy of the consent letter
shall be disclosed -
The Debenture Trustee of the proposed Debentures is Catalyst Trusteeship Limited. Catalyst
Trusteeship Limited has given its written consent for its appointment as debenture trustee to
the Issue and inclusion of its name in the form and context in which it appears in this
Information Memorandum and in all the subsequent periodical communications sent to the
Debenture Holders. The consent letter from Debenture Trustee is provided in Annexure II
of this Information Memorandum.
5.15 Rating Rationale(s) adopted (not older than one year on the date of opening of the
Issue)/ credit rating letter issued (not older than one month on the date of opening of
the Issue).
The Rating Agency has assigned ratings of “IND A -” with “stable” outlook to the
Debentures. Instruments with this rating are considered to have adequate degree of safety
regarding timely servicing of financial obligations. Such instruments carry low credit risk.
Private & Confidential
For Private Circulation Only
37
5.16 If the security is backed by a guarantee or letter of comfort or any other document /
letter with similar intent, a copy of the same shall be disclosed. In case such document
does not contain detailed payment structure (procedure of invocation of guarantee and
receipt of payment by the investor along with timelines), the same shall be disclosed in
the offer document.
NA
5.17 Names of all the recognized stock exchanges where the debt securities are proposed to
be listed indicating the designated stock exchange:
The Debentures are proposed to be listed on the WDM segment of the BSE Limited. The
Issuer shall comply with the requirements of the listing agreement for debt securities to the
extent applicable to it on a continuous basis. The in-principle approval of the BSE has been
obtained in this regard.
5.18 Other details:
A. Debenture Redemption Reserve Creation:
As per Section 71 of the Act, any company that intends to issue debentures must create a
debenture redemption reserve to which adequate amounts shall be credited out of the profits
of the company until the redemption of the debentures. However, at present under the
Companies (Issuance of Share Capital and Debentures) Rules, 2014, non-banking financial
companies are exempt from this requirement in respect of privately placed debentures.
Pursuant to this exemption, the Company does not presently intend to create any reserve
funds for the redemption of the Debentures.
B. Issue / instrument specific regulations:
The Issue of Debentures shall be in conformity with the applicable provisions of the
Companies Act including the notified rules thereunder, the SEBI Debt Listing Regulations,
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing
Regulations”) and the applicable RBI guidelines.
C. Application process:
The application process for the Issue is as provided in 0 of this Information Memorandum.
5.19 Issue Details
Security Name 9.5% Electronica Finance Limited Debentures 2022
Issuer Electronica Finance Limited
Type of Instrument Non-Convertible Debentures
Nature of Instrument Secured Rated Listed Redeemable Transferable Non-Convertible
Debentures
Seniority Senior
Private & Confidential
For Private Circulation Only
38
Mode of Issue Private placement
Eligible/Identified
Investors
As provided in Clause 9.14 below
Listing (including
name of stock
Exchange(s) where it
will be listed and
timeline for listing)
The Debentures are proposed to be listed on the WDM segment of
the BSE within a maximum period of 15 (Fifteen) calendar days from
the Deemed Date of Allotment.
In case of delay in listing of the debt securities beyond 20 (Twenty)
calendar days from the Deemed Date of Allotment, the Issuer will
pay penal interest of 2% (Two Percent) over the Coupon Rate from
the expiry of 30 (Thirty) days from the Deemed Date of Allotment
till the listing of such Debentures
Rating of Instrument “IND A -”
Issue Size Rs. 35,00,00,000/- (Rupees Thirty Five Crores only).
Option to retain
oversubscription
N.A.
Objects of the Issue To raise senior secured debt to the extent upto Rs. 35,00,00,000/-
(Rupees Thirty Five Crores only).
Details of the
utilization of the
Proceeds
Issue proceeds will be utilized for following purposes:
General corporate purpose for the ordinary course of business
including repayment / refinancing of existing debt of the Issuer
Onward lending to Micro, Small & Medium Enterprises (MSME)
borrowers
Provided however, no part of the Issue proceeds would be utilized
directly/indirectly towards investment in equity capital markets or
land acquisition or any other purpose prohibited by applicable law.
Coupon Rate/Coupon 9.50% (Nine Decimal Point Five Zero Percent) per annum.
Step Up Coupon Rate /
Step Down Coupon
Rate
NA
Coupon Payment
Frequency
Annually
Coupon Payment Dates Kindly refer to Annexure V
Coupon Type Fixed
Coupon Reset Date NA
Coupon Reset Process
(including rates,
spread, effective date,
interest rate cap and
floor etc).
NA
Day Count Basis Actual/Actual
Interest on Application Interest on the Application Money will accrue at the Coupon Rate
Private & Confidential
For Private Circulation Only
39
Money
Default Interest Rate In the event of a payment default of the amounts due under this Issue
or any other Event of Default (whether by way of acceleration, at
maturity or otherwise), the Issuer shall pay penal interest of 2% (Two
Percent) per annum over and above the applicable Coupon Rate on
all the outstanding amount of the Debentures, calculated from the
date of the occurrence of the default until such default is cured or the
Debentures are redeemed pursuant to such default, as applicable.
Tenor 18 Months
Redemption Date/
Maturity Date
Kindly refer to Annexure V
Principal Payment
Date(s)
Bullet repayment and Principal Repayment Date is identified in
Annexure V
Redemption Amount Rs. 10,00,000/- (Rupees Ten Lakh only) per Debenture.
Further, the aforesaid amount would be payable with the Coupon, the
Default Interest (if any), and other such costs, charges and expenses
if any, payable on the Due Date(s) under the Transaction Documents.
Redemption Premium/
Discount
N.A.
Issue Price Rs. 10,00,000/- (Rupees Ten Lakhs only) per Debenture
Discount at which
security is issued and
the effective yield as a
result of such discount
N.A.
Put Option Date NA
Put Option Price NA
Call Option Date NA
Call Option Price NA
Put Notification Time NA
Call Notification Time NA
Face Value Rs 10,00,000/- (Rupees Ten Lakhs only) per Debenture
Minimum Application
size and in multiples of
1 thereafter
10 (Ten) Debentures
Issue Timing Issue Opening Date: July 20, 2020
Issue Closing Date: July 20, 2020
Pay-in Dates: July 21, 2020
Deemed Date of Allotment: July 21, 2020
Issuance mode of the
Instrument
Demat only
Trading mode of the
Instrument
Demat only
Settlement mode of the RTGS
Private & Confidential
For Private Circulation Only
40
Instrument
Depositories NSDL and CDSL
Business Days Means a day (other than a Saturday, Sunday or a ‘public holiday’ for
the purpose of Section 25 of the Negotiable Instruments Act, 1881
(26 of 1881)) on which banks are open for business in Mumbai.
Business Day
Convention
Subject to the SEBI circular bearing reference number CIR/IMD/DF-
1/122/2016 dated November 11, 2016 issued by SEBI, as modified,
amended or supplemented from time to time:
If any Coupon Payment Date or the Principal Payment Date or the
due date for the performance of any event falls on a day that is not a
Business Day, the payment shall be made on the immediately
succeeding Business Day.
If the Maturity Date (also being the last Coupon Payment Date and
the last Principal Payment Date) of the Debentures falls on a day that
is not a Business Day, the redemption proceeds shall be paid on the
immediately preceding Business Day.
Record Date The date which will be used for determining the Debenture Holders
who shall be entitled to receive the amounts due on any Due Date,
which shall be the date falling 7 (Seven) Business Days prior to any
Due Date.
Private & Confidential
For Private Circulation Only
41
Security (Including
description, type of
security, type of
charge, likely date of
creation of security,
minimum security
cover, revaluation,
replacement of
security, interest to the
debenture holder over
and above the coupon
rate as specified in the
Trust Deed and
disclosed in the Offer
Document)
The Issue shall be secured by an exclusive first ranking charge by
way of hypothecation over specific loan receivables / book debts,
present and future, representing amounts due from the various
borrowers of the Company at all times to the extent equal to an
amount aggregating to the total outstanding in relation to the Issue
(“Secured Property”) created by the Issuer in favour of the
Debenture Trustee (for the benefit of the Debenture Holders) such
that the value of security shall be equal to 1.25 time the amount of
principal of the Debentures (“Asset Cover”). The Issuer undertake:
(a) to maintain the value of the Asset Cover at all times till the
obligations under the Issue are discharged;
(b) to create the security over the Secured Property by executing
a duly stamped deed of hypothecation (“Deed of
Hypothecation”) within a period of 60 (Sixty) Business Days
from the Deemed Date of Allotment.
(c) To perfect the security created over the Secured Property by
filing the relevant form with the Registrar of Companies
immediately and no later than 30 (Thirty) calendar days from
the date of execution of the Deed of Hypothecation.
(d) In the event of any fall in the Asset Cover, additional Secured
Property shall be taken in the manner as provided for in the
Deed of Hypothecation.
(e) To provide a list, on a monthly basis, of specific loan
receivables / identified book debt to the Debenture Trustee and
over Debenture Holders over which charge is created and
subsisting by way of hypothecation in favour of the Debenture
Trustee (for the benefit of the Debenture Holders) and
sufficient to maintain the Asset Cover (“Monthly Secured
Property Report”).
Transaction
Documents
The documents executed in relation to the issue of the Debentures
and the creation of the Security and shall include the Information
Memorandum, the Trustee Agreement, the Deed of Hypothecation,
the Debenture Trust Deed and any other document that may be
designated by the Debenture Trustee as a Transaction Document.
Conditions Precedent
to Disbursement
Following documents will be required to be submitted to the
Debenture Trustee as condition precedent to the issue of the
Debentures:
1. The Issuer to deliver to the Debenture Holders, a certified true
copy of the Issuer’s constitutional documents and Certificate of
Incorporation, as amended up-to-date;
2. The Issuer to deliver to the Debenture Holders, a certified true
copy of the resolution of the Board of Directors of the Issuer
authorizing the issue of Debentures as also execution of the
necessary documents in that behalf;
3. The Issuer to deliver to the Debenture Holders, a certified true
copy of the resolution of the shareholders of the Issuer under
Section 42 and Section 180(1)(c) of the Companies Act, 2013;
4. Consent letter from the Debenture Trustee conveying its consent
to act as the trustee for the benefit of the Debenture Holders;
5. Receipt of credit rating from the Rating Agency, assigning a
Private & Confidential
For Private Circulation Only
42
minimum rating of ‘A-’ to the Debentures;
6. Letter from BSE conveying its in-principle approval for listing of
the Debentures;
7. Issuance of the Information Memorandum and execution of the
Debenture Trustee Agreement and the Debenture Trust Deed;
8. Any other condition precedent as may be set out in the Debenture
Trust Deed.
Conditions Subsequent
to Disbursement
1. Completion of listing of Debentures on BSE within 15 (Fifteen)
calendar days from the Deemed Date of Allotment;
2. Creation of security within 60 (Sixty) Business Days from the
Deemed Date of Allotment;
3. Filing of the relevant forms with the Registrar of Companies
(“ROC”) for the perfection of charge over the Secured Property
within and no later 30 (Thirty) calendar days from the date of
execution of the Deed of Hypothecation;
4. Filing the return of allotment of securities under Form PAS-3 of
the Companies (Prospectus and Allotment of Securities) Rules,
2014 with the ROC within 15 (Fifteen) days from the Deemed
Date of Allotment;
5. Execution of the Deed of Hypothecation within 60 (Sixty)
calendar days from the Deemed Date of Allotment;
6. any other condition subsequent as may be set out in the Debenture
Trust Deed.
Events of Default (a) The occurrence of any one of the following events shall constitute
an “Event of Default” by the Company:
(b) Failure to pay any amount due in respect of Debentures including
any installment of Coupon (including Default Interest, if
applicable) or the principal amount of the Debentures, any other
monies including costs, charges, expenses incurred by the
Debenture Trustee, as and when the same shall have become due
and payable;
(c) Any information given by the Company in this Information
Memorandum or the Transaction Documents, and / or the
representations and warranties given by the Company under the
Transaction Documents is incorrect in any respect or is found to
be incorrect;
(d) If the Issuer is unable to or admits in writing its inability to pay
its debts as they mature or suspends making payment of any of its
debts, by reason of actual or anticipated financial difficulties or
proceedings for taking it into liquidation have been admitted by
any competent court or a moratorium or other protection from its
creditors is declared or imposed in respect of any indebtedness of
the Company;
(e) The occurrence of a Material Adverse Effect as determined by the
Debenture Trustee, acting solely on the instructions of the
Majority Debenture Holders.
(f) The Company, the promoter/s and/or any member of the
promoter group rescinds / repudiates or purports to rescind /
repudiate or evidences an intention to rescind / repudiate any of
the Transaction Documents to in whole or in part;
Private & Confidential
For Private Circulation Only
43
(g) Promoters or key management personnel of the Company is
declared willful defaulter;
(h) The Company shall have voluntarily or involuntarily become the
subject of proceedings under bankruptcy or insolvency law or
CDR proceedings including any corporate action, legal
proceedings or other procedure or step which has been taken
(including the making of an application, the presentation of a
petition, the filing or service of a notice or the passing of a
resolution), and such event is not cured within a period of 15 days;
(i) The Company has taken or suffered any action to be taken for its
reorganization, liquidation or dissolution;
(j) A receiver or liquidator, provisional liquidator, supervisor,
receiver, administrative receiver, administrator, compulsory
manager, trustee or other similar officer in respect of the
Company or any of its assets is appointed or allowed to be ap-
pointed of all or any part of the undertaking of the Company;
(k) Cross Default
(i) any Financial Indebtedness of the Company is not paid when
due and the applicable cure period has lapsed without the
Company remedying the same; or
(ii) any Financial Indebtedness of the Company is declared or
otherwise becomes due and payable before its specified maturity
as a result of an event of default
(l) All or a material part of the undertaking, assets, rights or revenues
of the Company are condemned, seized, nationalised,
expropriated or compulsorily acquired, or shall have assumed
custody or control of the business or operations of the Company,
or shall have taken any action for the dissolution of the Company,
or any action that would prevent the Company, their member, or
their officers from carrying on their business or operations or a
substantial part thereof, by or under the authority of any
Government or Government authority;
(m) Any material act of fraud, embezzlement, misstatement,
misappropriation or siphoning off of the Issuer / promoter funds
or revenues or any other act having a similar effect being
committed by the management or an officer of the Issuer
(n) The Company has taken or suffered to be taken any action for re-
organisation of its capital or any rearrangement, merger or
amalgamation without the prior written approval of the Debenture
Holders;
(o) Any Transaction Document once executed and delivered, ceases
to be in full force and effect or becomes unlawful, invalid or
unenforceable;
(p) A petition for the reorganization, arrangement, adjustment,
winding up or composition of debts of the Company is filed on
the Company (voluntary or otherwise) or have been admitted or
makes an assignment for the benefit of its creditors generally and
Private & Confidential
For Private Circulation Only
44
such proceeding is not contested by the company for staying,
quashing or dismissed within 15 (fifteen) days;
(q) The promoter/s and/or the directors of the Company are accused
of, charged with, arrested or convicted a criminal offence
involving moral turpitude, dishonesty or which otherwise
impinges on the integrity of the promoter/s and/or director,
including any accusations, charges and/or convictions of any
offence relating to bribery;
(r) It is or becomes unlawful for the Company to perform any of its
obligations under any Transaction Document;
(s) The Company is adjudged insolvent or takes advantage of any law
for the relief of insolvent debtors; and
(t) Any other event as may be identified in the Debenture Trust Deed.
Provisions related to
Cross Default Clause (i) any Financial Indebtedness of the Company is not paid when due
and the applicable cure period has lapsed without the Company
remedying the same; or
(ii) any Financial Indebtedness of the Company is declared or
otherwise becomes due and payable before its specified maturity as a
result of an event of default.
Role and
Responsibilities of
Debenture Trustee
To oversee and monitor the overall transaction for and on behalf of
the Debenture Holders.
Covenants The Issuer shall until the Final Settlement Date comply with the
following:
(a) The Issuer shall maintained capital adequacy ratio of as stipulated
for NBFCs by RBI from time to time plus 1% at all times.
(b) The Company shall ensure that its Tier I capital is above 10% at
all times.
(c) The ratio of Gross NPA (less provisions on NPA) of the
Company to the aggregate principal value of all the loan assets of
the Company shall not exceed 7.50% . For the purpose of this
covenant ‘Gross NPA’ shall be arrived at as aggregate of the
outstanding principal value of the relevant loan assets of the
Company that has one or more instalments of principal/ interest
payments overdue for 90 days or more (or such other number of
days as stipulated by RBI from time to time, including
restructured loans but excluding loans that have been written off
by the Company).
(d) Total Debt (aggregate Financial Indebtedness of the Company)
to Equity ratio of the Company shall not exceed 6 times. For the
purpose of this covenant, ‘Equity’ shall mean issued and paid up
equity, compulsory convertible instruments and Preference Share
capital (+) all reserves (excluding revaluation reserves) (–) any
dividend declared (+) deferred tax liability (-) deferred tax asset
(-) intangibles (including but not restricted to brand valuation,
goodwill etc.) as per the latest audited financials of the Issuer.
Private & Confidential
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45
(e) Write off by the Company in any Financial Year shall not be
greater than 5% of portfolio outstanding in that Financial Year.
(f) The Company shall provide consolidated financial statements at
the end of Financial Year and standalone financial statements at
the end of the financial half year of Issuer.
(g) The Issuer shall ensure that its net worth remains positive during
the term of the Debentures;
(h) The Issuer shall not declare any dividend, if an Event of Default
has occurred and is subsisting;
(i) The Issuer shall maintain its corporate existence and right to
carry on its business and operations and comply with all
Applicable Laws in all respects, at all times;
(j) The Issuer shall maintain internal control for the purpose of (i)
preventing fraud on monies lent by the Company; and (ii)
preventing money being used for money laundering or illegal
purposes; and
(k) The Issuer shall comply with such other covenants as may be set
out in the Debenture Trust Deed.
Illustration of Bond
Cashflows
Kindly refer to Annexure V of this Information Memorandum
Governing Law The Debentures and documentation will be governed by and
construed in accordance with the laws of India and the parties submit
to the exclusive jurisdiction of the courts in Mumbai.
Note:
1. The list of documents which has been executed or will be executed in connection with the issue
and subscription of debt securities shall be annexed.
2. The penal interest rates mentioned above as payable by the Issuer are independent of each other.
Private & Confidential
For Private Circulation Only
46
SECTION 6: DISCLOSURES PERTAINING TO WILFUL DEFAULT
In case of listing of debt securities made on private placement, the following disclosures are required
to be made vide SEBI (Issue and Listing of Debt Securities) (Amendment) Regulations, 2016 w.e.f.
25-05-16:
A. Name of the Bank declaring the entity as a Wilful Defaulter: NA
B. The year in which the entity is declared as a Wilful Defaulter: NA
C. Outstanding amount when the entity is declared as a Wilful Defaulter: NA
D. Name of the entity declared as a Wilful Defaulter: NA
E. Steps taken, if any, for the removal from the list of wilful defaulters: NA
F. Other disclosures, as deemed fit by the Issuer in order to enable investors to take informed
decisions: NA
G. Any other disclosure as specified by the Board: NA
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47
SECTION 7: DISCLOSURES UNDER THE COMPANIES ACT
FORM NO. PAS – 4
PRIVATE PLACEMENT OFFER LETTER
(Pursuant to Section 42 and Rule 14(3) of Companies (Prospectus and Allotment of Securities)
Rules, 2014)
7.1 General Information:
A. Name, address, website and other contact details of the Company, indicating both
registered office and the Corporate office:
Issuer / Company : Electronica Finance Limited
Registered Office : 101/1, Erandawane 'Audumbar’, Dr. Ketkar Road, Pune
- 411004
Corporate Office 101/1, Erandawane 'Audumbar’, Dr. Ketkar Road, Pune
- 411004
Telephone No. : 020-67290700
Contact Person : Khwahish Rawal
Email : secretarial@efl.co.in, corptreasury@efl.co.in
Website : https://www.efl.co.in
B. Date of Incorporation of the Company:
June 26, 1990
C. Business carried on by the Company and its subsidiaries with the details of branches or
units, if any:
The details of the business carried out by the Company is set out under Section 5.4 (a) above.
The Company does not have any subsidiaries. The list of branches of the Company are as
follows:
Sr. No. Branch Name Branch Address
1 AHMEDABAD
Office No 208, SANKALP Square -2, Nr Deluxe
Apartment, JALARAM Temple, Paldi, Ahmedabad-
380007 Gujarat (India)
2 ANAND
Office No. S-1 , 2nd Floor, Radhaswami Sumit,
Near Gopi Cinema, Anand - 388001, Gujarat
(India)
3 AURANGABAD
1st Floor ,Shop No 113 & 114 , Artha Complex ,
Kesarsingpura , Vevekanand College Road ,
Aurangabad - 431001 , Maharashtra (India)
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48
4 BANGALORE
Unit F-1, No.1/4, 1st Floor, 10th Cross, 4th Main
Road, MC Layout, Vijayanagar, Bangalore-560040,
Karnataka (India)
5 BARODA
Office No.609,6th floor,Siddharth complex,R C
Dutt Road,Alkapuri, Baroda-390 005 ,Gujarat
(India)
6 BELGAUM
4th Floor ,“Kalashree Tower” CTS NO 1319/1B &
1320/2/1B Opp. Shagun Garden ,Khanapur Road
Brahmanagar ,Udyambag, Belgaum - 590014
,Karnataka (India)
7 BHIWADI
Unit No D-GF01 , Block D , Ground Floor ,Capital
Galleria , Plot No 812/CP-3 , RIICO Industrial Area
, Bhiwadi-301019
8 CHANDIGARH
SCO-12, Cabin No -03, First Floor, above MRF
Tyre Agency , Near Candy Hotel, Bulk Material
Market-Phase 11,Distt- Mohali -160062 , Punjab
(India)
9 CHENNAI - GUINDY
Flat –J, Third Floor, Nu-Tech Vikash , No .58 first
avenue Ashok Nagar, Chennai - 600083 ,Tamil
Nadu (India)
10 CHENNAI AMBATTUR No.1167, T V S Colony, Anna Nagar West
Extention , Chennai - 600101,Tamil Nadu (India)
11 CHENNAI PORUR 51 , Mount Poonammallee Salai , Porur , Tiruvallur
, Chennai 600116 ,Tamilnadu (India)
12 COIMBATORE
No : 33 A, T.V.Swamy Road (
East),R.S.Puram,Opp to Sathya
Agencies,Coimbatore - 641002 , Tamil Nadu (India)
13 DELHI Office No 706, 7th Floor, Vikram Tower, Rajendra
Place, Delhi- 110008 (India)
14 FARIDABAD . 5-E/56 B.P.,1st Floor ,New Industrial
Township,Faridabad 121001 , Haryana (India)
15 GURGAON
SCO No 100, 1st Floor , Sector - 10 A , Facing
HUDA MARKET,Gurgaon - 122001 , Haryana
(India)
16 HYDERABAD
Shop No #32, 33 and 34, SMR SARTAJ PLAZA,
Beside Oriental Bank of Commerce, Sikh Road,
Secunderabad-500 009 , Telangana (India)
17 INDORE
209, 2nd Floor, Pukhraj Corporate, Navlakha, Near
Navlakha Bus Stand, Indore-452 001 ,Madhya
Pradesh,(India)
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49
18 JAIPUR
Unit No 410 ,4th Floor , Alankar Plaza , Central
Spine , Vidyadhar Nagar , Jaipur - 302023 ,
Rajasthan (India)
19 Audumbar Audumbar , Plot No 52/1A,Dr Ketkar Road ,
Erandwane , Pune 411004
20 KANPUR
404 – A, 4th Floor, Anand Tower, Near Rave Moti,
Big Bazar, 117/K/13, Sarvodaya Nagar, Kanpur –
208005, Uttar Pradesh (India)
21 KOLHAPUR
Office No 102, First Floor , Square Nine , S No
395/2 , Assembly Road , Shahupuri , Kolhapur –
416002 , Maharashtra (India)
22 KOLKATA
Unit No-604,Nanda Tower, 90 Phears Lane,6th
Floor
Poddar Court ,Kolkata-700012., WB (India)
23 LUDHIANA
Room No. 205, 2nd floor, Savitri Complex 1,Above
Dada Motors, G.T. Road, Dholewal Chowk,
Ludhiana - 141003 Punjab , (India)
24 MADURAI 2nd Floor ,A R Plaza ,16 North Veli Street ,
Madurai -625001 , Tamil Nadu (India)
25 MEHSANA
Office No.7 , 4th Floor , Orbit Complex , Near
Dena Bank , Radhanpur Road , Mehsana - 384002 ,
Gujarat (India)
26 MUMBAI GOREGAON
Unit No: 136, First Floor, Udyog Bhavan, Sonawala
Road, Goregaon-East Mumbai 400063 ,Maharashtra
(India)
27 NAGPUR
Shop No. 9, Rajat Tower, First Floor, Nr. Indora
Square , Kamptee Road, Nagpur - 440017 ,
Maharashtra (India)
28 NASHIK
110/111, Guru- Ashish Apartments, Opp. BSNL
office, Canada Corner, Nashik-422002 ,
Maharashtra,(India)
29 NAVSARI
Office No.118 , 1st Floor , Uma Darshan Arcade ,
JK Tower Greed Kabilpor , Navsari -396424 ,
Gujarat (India)
30 NOIDA
F-9 ,1st Floor , Local Shopping Complex, Mayur
Vihar , Phase -1,Opposite Pkt -1,Near ICICI BANK
ATM New Delhi-110091(India)
31 PEENYA
Unit F-1, No.1/4, 1st Floor, 10th Cross, 4th Main
Road, MC Layout, Vijayanagar, Bangalore-560040,
Karnataka (India)
32 PUNE
Shop No.16, 2nd floor, Mahalaxmi Heights, Near
Central Mall ,Morwadi, Pimpri, Pune-411018,
Maharashtra (India)
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50
33 PUNE CHAKAN
2nd Floor , Plot No PAP-P-20, MIDC Chakan ,
Phase 3 ,Opp Volkswagon Dispatch Gate , At /
Post- Nighoje , Tal -Khed Dist- Pune, 410501,
34 PUNE CITY
810 Bilwakunj , 2nd Floor , Bhandarkar Road ,
Above IDEA Showroom, Pune 411004,
Maharashtra (India)
35 RAJKOT
Kings Plaza, Office No. 502, 5th floor ,Astron
Chowk, Sardar Nagar Main Road, Rajkot - 360001
, Gujarat (India)
36 SURAT
H/ No - 2/668/B-C, 3rd Floor, VAMA House, Near
Dhameliya Kidney Hospital, Udhana Darwaja,
Surat- 395002, Gujarat (India)
37 VASAI
No. 113, First floor, Dhuri Commerce Plaza Opp.
Vasai Railway Station, Navghar Vasai Road(E),
Thane - 401210 Maharashtra (India)
38 VASHI
Office No. 101, 1st Floor , Shristi Square ,Nr
Jalaram Park ,Above Bata Showroom , L.B.S.
Marg, Bhandup West, Mumbai - 400 078
Maharashtra (India)
39 VAPI
Office no. 19, Rajhansh Building ,2nd floor, Opp.
Govinda Complex, GIDC Char Rasta, Vapi –
396195 , Gujarat (India)
40 DEHGAM Office No.318 , 3rd Floor, Balmukund Square, Opp
Amin Society,Dehgam-382308, Gujarat (India)
41 HIMATNAGAR
FF-2, Rajkamal Heights, Vasant Vihar Society,
Sahkaari Jim Road , Himmatnagar - 383001,
Gujarat (India)
42 NADIAD Office No.402, 4th Floor, Center Square Complex,
Santram Road, Nadiad-387001 , Gujarat (India)
43 JAMNAGAR Shop No TF 328, Madhav Square, Limda Line
Circle, Jamnagar-361001, Gujarat (India)
44 PONDICHERRY No 26, 100 Feet Road, Natesan Nagar, Pondicherry
– 605005
45 SANGALI Office No.7 , 4th Floor , Orbit Complex , Near Dena
Bank , Radhanpur road , Mehsana 384002 , Gujrat
46 ANKLESHWAR
Ankleshwar (Bharuch) Branch:- Shop no- 336,
Shilpi Square, near sharavn chokdi, Bharuch,
Gujarat- 392001.
Private & Confidential
For Private Circulation Only
51
47 DHOLKA Shop No.104,Sai Elegance,Maflipur,Ta.Dholka,
Ahmedabad, Gujarat (India)
48 PALANPUR Shop No:- 6/1, First floor, Shanskrut Tower, Abu
highway, Palanpur, Dist:- Banaskantha, Gujarat
49 SURENDRANAGAR at Shop No.230,Mega Mall, Bus Stand
Road,Surendranagar, Gujarat
50 VALSAD Shop No.130,Suraj Mall, Parnera,Valsad, Gujarat
(India)
51 PATAN Office No. T-3,T-4 , 3rd Floor, Krushnam Plaza,
Opp. District Court, Patan, Gujarat
52 GANDHINAGAR FF-109, Shubh Business Park, Near Charedi Water
park, village- Pethapur, Gandhinagar.
53 GODHRA S/4, Gayatri Complex, Near Bhuravav Cross road,
Godhra, Dist.: Panch Mahal, Gujarat
54 KHAMBHALIA Office No. 2A, 2 Floor, Jay Dwarkesh Complex,
Old post office road, Jam Khambhaliya, Gujarat.
55 BHAVNAGAR
SF-202, 2nd Floor, Corporate Center, Opp.
Daxinamurti High School Vaghawadi Road,
Bhavnagar-364001
56 BOTAD 303, 3rd Floor, Royal Plaza Complex, Near
Mastram Mandir Road, Botad-364710.
57 GANDHIDHAM Office no:- 114, First Floor, Sector-8, Near Oslo
cinema, Gandhidham - 370201
58 KAPADVANJ F-F,105, A.K.Plaza, Modasa Road, Railway station
road, Kapdavanj, Dist- Kheda, Gujarat
59 KHAMBHAT B-14, Siddhasagar Complex, opp. Railway Station,
Khambhat, Dist. Anand, Gujarat-388580
60 LUNAWADA
Shop no-A1,Riya Complex, opp. Nagar palika
Community Hall, Near Satyanarayan Temple,
Lunawada, Dist. Mahisagar- 389230, Gujarat.
61 MORBI 1St Floor, 105, Kanak Complex, Near SF Gujarat
Housing Board, Shanala Road, Morbi, Gujarat
62 Halol 17, 1ST Floor, Chintamani Complex, Dahod road,
Halol, Panchmahal, Gujarat- 389350.
63 Ajmer 1st Floor, Amar Plaza, Near Bajarang gadh
Chauraha, Subhash Abhiyan Road, Ajmer- 305001
64 Beawar
3rd Floor, Siddhi Vinayak Complex, Highway
Colony Station Road, Beawar, Dist. Ajmer,
Rajasthan- 305901
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52
65 Rajsamand
1ft Floor, 60 ft road, near akash ganga hero
showroom, City kankroli, P.O. Rajsamand,
Dist. Rajsamand- 313324
D. Brief particulars of the management of the Company:
The Company is run by board of directors and the details of the directors are set out in Clause
7.1 (E) below.
E. Name, address, DIN and occupations of the directors:
Name Designation DIN Address Occupatio
n
Ms. Shilpa
Pophale
Managing
Director
00182457 F 302, Devkunj Apartment, Final
Plot No. 89A, Prabhat Road.,
Erandawana. Pune 411004
Business
Mr. Sujit
Natekar
Additional
Director
(Non
Executive)
00182517 F 302, Devkunj Apartment, Final
Plot No. 89A, Prabhat Road.,
Erandawana. Pune 411004
Business
Mr.
Venkatesh
Srinivasan
Independen
t Director
02110770 21, Purushottam Nagar,
S.V.Road, Bandra (West),
Mumbai-400050, Maharashtra,
India
Professional
Mr.
Thallapaka
Venkatesw
ara Rao
Independen
t Director
05273533 Flat No 803, Silverlake Terrace
Apts, No. 167, Richmond Road,
Banglore-560025, Karnataka,
India
Professional
Mr. Milind
Limaye
Independen
t Director
00334854 2163 Flat no.-3, Ganesh Puram,
near Neelayam Theatre, Sadashiv
Peth Pune 411030
Business
F. Management perception of Risk Factors:
Please refer to Section 3 of this Information Memorandum.
G. Details of defaults, if any, including the amounts involved, duration of default, and
present status, in repayment of:
Sr.
No.
Particulars Default Amount
1. Statutory Dues Nil
2. Debenture and interest thereon Nil
3. Deposits and interest thereon Nil
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53
4. Loans from banks and financial institutions and interest
thereon Nil
H. Name, designation, address and phone number, email ID of the nodal / compliance
officer of the Company, if any, for the Issue:
Name of
Nodal/Compliance
officer
Designation Address Phone
No.
Email ID
Ms. Khwahish Rawal Company
Secretary
101/1, Erandawane
'Audumbar’, Dr.
Ketkar Road, Pune
411004
84110016
18
Khwahish.raw
al@efl.co.in
Mr. Mayank Thatte Nodal
Officer
101/1, Erandawane
'Audumbar’, Dr.
Ketkar Road, Pune
411004
84110016
18
Mayank.
thatte@efl.co.i
n
I. Any default in annual filing of the Company under the Companies Act, 2013, or the
rules made thereunder-
The company has not defaulted in annual filing under the Companies Act, 2013, or the rules
made thereunder
7.2 Particulars of the Offer:
Financial position of the Company for
the last 3 financial years
Please refer to Annexure IV of this Information
Memorandum.
Date of passing of Board Resolution Resolution passed by the Board of Directors of the
Issuer on 6th July, 2020
Copies of the said board resolutions are collectively
annexed hereto and marked as Annexure VI
Date of passing of resolution in
general meeting, authorizing the offer
of securities
The shareholders resolution under Section 42 of the Act
is dated September 30, 2019 and the resolution under
Section 180(1) (c) of the Act is dated September 29,
2018.
A copy of the said shareholders’ resolutions (under both
Section 42 and Section 180 of the Act) is collectively
annexed hereto and marked as Annexure VII
Kinds of securities offered (i.e.
whether share or debentures) and
class of security; the total number of
shares or other securities to be issued
Rated, Redeemable, Listed, Secured, Transferable Non-
Convertible Debentures
Price at which the security is being
offered, including premium, if any,
The Debentures are being issued at face value of Rs.
10,00,000/- (Rupees Ten Lakhs only) each at par.
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54
along with justification of the price
The pricing of the Debentures has been arrived at on the
basis of prevailing market terms and conditions
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
No valuation has been done with respect to the
Debentures as the Debentures represent debt obligations
of the Company, which will be repaid in full along with
applicable coupon in relation thereto.
Relevant date with reference to which
the price has been arrived at
N.A.
The class or classes of persons to
whom the allotment is proposed to be
made
Please refer to ‘Persons who may apply’ under Section
9 of this Information Memorandum
Intention of promoters, directors or
key managerial personnel to
subscribe to the offer (applicable in
case they intend to subscribe to the
offer) [not required in case of issue of
non- convertible debentures]
N.A.
The proposed time within which the
allotment shall be completed
Please refer to Cover Page
The names of the proposed allottees
and the percentage of post private
placement capital that may be held by
them
N.A.
The change in control, if any, in the
company that would occur
consequent to the private placement
N.A.
The number of persons to whom
allotment on preferential basis/
private placement / rights issue has
already been made during the year, in
terms of number of securities as well
as price
NIL
The justification for the allotment
proposed to be made for
consideration other than cash
together with valuation report of the
registered valuer.
N.A.
Amount, which the Company intends
to raise by way of proposed offer of
securities
Rs. 35,00,00,000/- (Rupees Thirty Five Crores only)
Terms of raising securities Duration, if applicable: 18 months
Coupon
9.50% (Nine & Half
Percent) per annum on the
date identified in Annexure
V
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55
Mode of Payment RTGS, electronic fund
transfer or other permitted
mode
Mode of Repayment RTGS, electronic fund
transfer or other permitted
mode
Proposed time schedule for which the
offer letter is valid
Please refer to Cover Page
Purpose and objects of the Issue Issue proceeds will be utilized for following purposes:
General corporate purpose for the ordinary course
of business including repayment / refinancing of
existing debt of the Issuer
Onward lending to Micro, Small & Medium
Enterprises (MSME) borrowers
Provided however, no part of the Issue proceeds would
be utilized directly/indirectly towards investment in
equity capital markets or land acquisition or any other
purpose prohibited by applicable law.
Contribution being made by the
promoters or directors either as part
of the offer or separately in
furtherance of such objects
None
Principal terms of assets charged as
security, if applicable
Refer to Clause 5.19
The details of significant and material
orders passed by the Regulators,
Courts and Tribunals impacting the
going concern status of the company
and its future operations
NIL
The pre-issue and post-issue shareholding pattern of the Company in the following format:
There will be no change in shareholding pattern of the Company pursuant to the issue, as
non-convertible debentures are being issued in terms of this Information Memorandum.
Please find below the details:
Sl. No. Category
Pre-issue Post-issue
No. of
shares
held
Percentage of
shareholding
No. of
shares
held
Percentage of
shareholding
A Promoters’
holding
1 Indian
Individual 1799987 7.98 1799987 7.98
Bodies Corporate 20164245 89.48 20164245 89.48
Sub-total 21964232 97.46 21964232 97.46
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56
2 Foreign
promoters 0 0 0 0
Sub-total (A) 21964232 97.46 21964232 97.46
B Non-promoters’
holding
1 Institutional
Investors 0 0 0 0
2 Non-Institutional
Investors 0 0 0 0
Private
Corporate Bodies 0 0 0 0
Directors and
relatives 0 0 0 0
Indian public 216180 0.96 216180 0.96
Others (including
Non-resident
Indians) 354233 1.57 354233 1.57
Sub-total (B) 570413 2.53 570413 2.53
Grand Total 22534645 100 22534645 100
7.3 Mode of payment for subscription:
1. Cheque;
2. Demand draft; and
3. Other banking channels, such as RTGS
7.4 Disclosure with regard to interest of directors, litigation, etc:
Any financial or other
material interest of the
directors, promoters or
key managerial
personnel in the offer
and the effect of such
interest in so far as it is
different from the
interests of other
persons
Not applicable
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 offeree
Not applicable
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57
Company during the
last three years
immediately preceding
the year of the issue of
the private placement
offer cum application
letter and any direction
issued by such
Ministry or
Department or
statutory authority
upon conclusion of
such litigation or legal
action shall be
disclosed
Remuneration of
directors (during the
current year and last
three financial years)
Name of the
Director
Current
Year
FY
2019-20
(Rs. In
Crores.)
FY
2018-19
(Rs. In
Crores.)
FY
2017-18
(Rs. In
Crores.)
Shrikant
Raghunath
Pophale
The
renumeration
of the
director is
not been
finalized yet
0.28 0.42 0.42
Shilpa
Shrikant
Pophale
The
renumeration
of the
director is
not been
finalized yet
1.54 1.26 1.20
Mugdha
Rahul
Kaskhediker
The
renumeration
of the
director is
not been
finalized yet
0.03 0.09 0.09
Related party
transactions entered
during the last three
financial years
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
Please refer to Annexure VIII for the related party transactions
for the financial years 2017, 2018 and 2019.
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58
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
NA
Details of any inquiry,
inspections or
investigations initiated
or conducted under the
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 the
Company and all of its
subsidiaries, and if
there were any were
any prosecutions filed
(whether pending or
not), fines 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
NA
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59
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.
NA
7.5 Financial Position of the Company:
The capital structure of the Company:
The authorised,
issued,
subscribed and
paid up capital
(number of
securities,
description and
aggregate
nominal value)
For details in this regard, please refer to Section 5.5 (A) of this
Information Memorandum.
Size of the
Present Issue
350 Rated Listed Secured Redeemable Non-Convertible Debentures of
the face value of Rs. 10,00,000/- (Rupees Ten Lakhs Only) each,
aggregating up to Rs. 35,00,00,000/- (Rupees Thirty Five Crores Only)
on a private placement basis.
Paid-up Capital:
a. After the
offer:
b. After the
conversion
of
convertible
instrument
s (if
applicable)
:
Rs. 35,18,83,230/-
Rs. 35,18,83,230/-
Share Premium
Account:
a. Before the
offer:
b. After the
offer:
Nil
Nil
Details of the existing share capital of the Issuer:
The details of the existing share capital is provided in Clause 5.6 (A)
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60
Number and
price at which
each of the
allotments were
made in the last
one year
preceding the
date of the
private
placement offer
cum application
letter separately
indicating the
allotments made
for
consideration
other than cash
and the details
of the
consideration in
each case
NIL
Profits of the
Company,
before and after
making
provision for
tax, for the three
financial years
immediately
preceding the
date of issue of
the private
placement offer
cum application
letter
(Rs. in Crores)
Particulars FY 2018 FY 2019 FY 2020
Profit before
Tax
27.31 20.00 24.53
Profit after
Tax
16.77 13.34 17.46
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)
(Rs. in Crores)
Particulars Rs. Rs. Rs.
FY 2018 FY 2019
FY 2020
Dividend
declared
1.91 1.91 0
Interest
coverage ratio
(on a
standalone
basis)
14.58% 13.88% 17.02%
A summary of
the financial
position of the
Please refer to Annexure IV of this Information Memorandum
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61
Company as in
the three audited
balance sheets
immediately
preceding the
date of issue of
private
placement offer
cum application
letter
Audited Cash
Flow Statement
for the three
years
immediately
preceding the
date of issue of
private
placement offer
cum application
letter
Please refer to Annexure IV of this Information Memorandum
Any change in
accounting
policies during
the last three
years and their
effect on the
profits and the
reserves of the
Company
The Company has implemented INDAS for preparing accounts for
Financial Year 2019-2020.
The relevant information is furnished in Annexure IV of the
Information Memorandum.
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62
SECTION 8: APPLICANT’S DETAILS
1. Name:
2. Father’s Name:
3. Complete address including flat/ house number/ street, locality, pin code:
4. Phone number, if any:
5. Email id, if any:
6. PAN:
7. Bank account details:
Signature of the Applicant
__________________________
Initial of the officer of the Company designated to keep the record
__________________________
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63
DECLARATION
The Company and each of the directors of the Company hereby confirm and declare that:
a. the Company has complied with the provisions of the Act and the rules made thereunder,
including the compliances in relation to making a private placement of the Debentures;
b. the compliance with the Act and the rules does not imply that payment of dividend or interest
or repayment of Debentures, if applicable, is guaranteed by the Central Government;
c. the monies received under the Issue shall be used only for the purposes and objects indicated
in the Disclosure Document (offer letter);
I am authorized by the Board of Directors of the Company vide resolution number 3 dated July 06,
2020 to sign this form and declare that all the requirements of Companies Act, 2013 and the rules
made thereunder in respect of the subject matter of this form and matters incidental thereto have been
complied with. Whatever is stated in this form and in the attachments thereto is true, correct and
complete and no information material to the subject matter of this Disclosure Document has been
suppressed or concealed and is as per the original records maintained by the promoters subscribing
to the Memorandum of Association and Articles of Association.
It is further declared and verified that all the required attachments have been completely, correctly
and legibly attached to this form.
For Electronica Finance Limited
Designation: Chief Manager
Date: July 16, 2020
Place: Pune
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64
SECTION 9: OTHER INFORMATION AND APPLICATION PROCESS
The Debentures being offered as part of the Issue are subject to the provisions of the Act, the
Memorandum and Articles of Association of the Issuer, the terms of this Information Memorandum,
Application Form and other terms and conditions as may be incorporated in the Transaction
Documents.
9.1 Mode of Transfer/Transmission of Debentures
The Debentures shall be transferable freely; however, it is clarified that no Investor shall be entitled
to transfer the Debentures to a person who is not entitled to subscribe to the Debentures. The
Debenture(s) shall be transferred and/or transmitted in accordance with the applicable provisions of
the Act and other applicable laws. The Debentures held in dematerialized form shall be transferred
subject to and in accordance with the rules/procedures as prescribed by NSDL/ CDSL and the relevant
DPs of the transferor or transferee and any other applicable laws and rules notified in respect thereof.
The transferee(s) should ensure that the transfer formalities are completed prior to the Record Date.
In the absence of the same, amounts due will be paid/redemption will be made to the person, whose
name appears in the register of debenture holders maintained by the R&T Agent as on the Record
Date, under all circumstances. In cases where the transfer formalities have not been completed by the
transferor, claims, if any, by the transferees would need to be settled with the transferor(s) and not
with the Issuer. The normal procedure followed for transfer of securities held in dematerialized form
shall be followed for transfer of these Debentures held in dematerialised form. The seller should give
delivery instructions containing details of the buyer’s DP account to his DP.
9.2 Debentures held in Dematerialised Form
The Debentures shall be held in dematerialised form and no action is required on the part of the
Debenture Holder(s) for redemption purposes and the redemption proceeds will be paid by
cheque/fund transfer/RTGS to those Debenture Holder(s) whose names appear on the list of
beneficiaries maintained by the R&T Agent. The names would be as per the R&T Agent’s records on
the Record Date fixed for the purpose of redemption. All such Debentures will be simultaneously
redeemed through appropriate corporate action.
The list of beneficiaries as of the Record Date setting out the relevant beneficiaries’ name and account
number, address, bank details and DP’s identification number will be given by the R&T Agent to the
Issuer. If permitted, the Issuer may transfer payments required to be made in any relation by
EFT/RTGS to the bank account of the Debenture Holder(s) for redemption payments.
9.3 Trustee for the Debenture Holder(s)
The Issuer has appointed Catalyst Trusteeship Limited to act as trustee for the Debenture Holder(s).
The Issuer and the Debenture Trustee intends to enter into the Debenture Trustee Agreement and the
Debenture Trust Deed inter alia, specifying the powers, authorities and obligations of the Debenture
Trustee and the Issuer. The Debenture Holder(s) shall, without further act or deed, be deemed to have
irrevocably given their consent to the Debenture Trustee or any of its agents or authorized officials
to do all such acts, deeds, matters and things in respect of or relating to the Debentures as the
Debenture Trustee may in its absolute discretion deem necessary or require to be done in the interest
of the Debenture Holder(s). Any payment made by the Issuer to the Debenture Trustee on behalf of
the Debenture Holder(s) shall discharge the Issuer pro tanto to the Debenture Holder(s). The
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65
Debenture Trustee will protect the interest of the Debenture Holder(s) in regard to the repayment of
principal and coupon thereon and they will take necessary action, subject to and in accordance with
the Debenture Trustee Agreement and the Debenture Trust Deed, at the cost of the Issuer. No
Debenture Holder shall be entitled to proceed directly against the Issuer unless the Debenture Trustee,
having become so bound to proceed, fails to do so. The Debenture Trustee Agreement and the
Debenture Trust Deed shall more specifically set out the rights and remedies of the Debenture
Holder(s) and the manner of enforcement thereof.
9.4 Sharing of Information
The Issuer may, at its option, but subject to applicable laws, use on its own, as well as exchange,
share or part with any financial or other information about the Debenture Holder(s) available with the
Issuer, with its subsidiaries and affiliates and other banks, financial institutions, credit bureaus,
agencies, statutory bodies, as may be required and neither the Issuer nor its subsidiaries and affiliates
nor their agents shall be liable for use of the aforesaid information.
9.5 Debenture Holder not a Shareholder
The Debenture Holder(s) shall not be entitled to any right and privileges of shareholders other than
those available to them under applicable laws. The Debentures shall not confer upon the Debenture
Holders the right to receive notice(s) or to attend and to vote at any general meeting(s) of the
shareholders of the Issuer.
9.6 Modification of Debentures
The Debenture Trustee and the Issuer will agree to make any modifications in the Information
Memorandum which in the opinion of the Debenture Trustee is of a formal, minor or technical nature
or is to correct a manifest error.
Any other change or modification to the terms of the Debentures shall require approval by the
Majority Debenture Holders in the manner as provided for in the Debenture Trust Deed.
9.7 Right to accept or reject Applications
The Board of Directors/Committee of Directors reserves its full, unqualified and absolute right to
accept or reject any application for subscription to the Debentures, in part or in full, without assigning
any reason thereof.
9.8 Notices
Any notice may be served by the Issuer/ Debenture Trustee upon the Debenture Holders through
registered post, recognized overnight courier service, hand delivery or by facsimile transmission
addressed to such Debenture Holder at its/his registered address, e-mail or facsimile number.
All notice(s) to be given by the Debenture Holder(s) to the Issuer/ Debenture Trustee shall be sent by
registered post, recognized overnight courier service, hand delivery, email or by facsimile
transmission to the Issuer or to such persons at such address/ facsimile number as may be notified by
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the Issuer from time to time through suitable communication. All correspondence regarding the
Debentures should be marked “Private Placement of Debentures”.
Notice(s) shall be deemed to be effective (a) in the case of registered mail, 5 (Five) Business Days
after posting via certified or registered mail, return receipt requested; (b) 1 (One) Business Day after
delivery by recognized overnight courier service, if sent for next Business day delivery (c) in the case
of facsimile at the time when dispatched with a report confirming proper transmission; (d) in the case
of personal delivery, at the time of delivery or (e) or in case of e-mail at the time of the sending thereof
(provided no delivery failure notification is received by the sender within 24 hours of sending such
email).
9.9 Issue Procedure
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 as set out in the clause 5.19. 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.
The final subscription to the Debentures shall be made by the Eligible Investors through the electronic
book mechanism as prescribed by SEBI under the SEBI Electronic Book Mechanism Guidelines by
placing bids on the electronic book platform during the Issue period.
A. Application Procedure through electronic book process:
In order to be able to bid under the BSE electronic book platform, Eligible Investors must have
provided the requisite documents (including but not limited to know your customer) in accordance
with the SEBI Electronic Book Mechanism Guidelines. The Issuer is entitled at any time to require
an Eligible Investor to provide any know your customer or other documents as may be required to be
maintained by it or delivered to a third party by it in accordance with applicable laws. All Eligible
Investors are required to register themselves as a one-time exercise (if not already registered) with
the BSE electronic book platform for participating in electronic book building mechanism.
Eligible Investors should refer the operating guidelines for issuance of debt securities on private
placement basis through an electronic book mechanism as available on the website of BSE. Eligible
Investors will also have to complete the mandatory know your customer verification process.
The details of the Issue shall be entered on the BSE electronic book platform by the Issuer at least 2
(Two) Business Days prior to the Issue Opening Date, in accordance with the SEBI Electronic Book
Mechanism Guidelines. The Issue will be open for bidding for the duration of the bidding window
that would be communicated through the Issuer’s bidding announcement on the BSE EBP Platform,
at least 1 (one) Business Day before the start of the Issue Opening Date.
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Some of the key guidelines in terms of the extant SEBI Electronic Book Mechanism Guidelines on
issuance of securities on private placement basis through an electronic book mechanism, are as
follows:
i. Modification of Bid: Eligible Investors may note that modification of bid is allowed during the
bidding period or window. However, in the last 10 minutes of the bidding period or window,
revision of bid is only allowed for upward revision of the bid amount placed or to improve the
coupon or yield by the Eligible Investor.
ii. Cancellation of Bid: Eligible Investors may note that cancellation of bid is allowed during the
bidding period or window. However, in the last 10 minutes of the bidding period or window, no
cancellation of bids is permitted.
iii. Multiple Bids: Bidders are permitted to place multiple bids on the BSE electronic book platform
in line with the SEBI Electronic Book Mechanism Guidelines.
iv. Manner of bidding: The Issue will be through closed bidding on the BSE electronic book
platform in line with the SEBI Electronic Book Mechanism Guidelines.
v. Manner of allotment: The allotment will be done on uniform yield basis in line with the SEBI
Electronic Book Mechanism Guidelines.
vi. Manner of settlement: Settlement of the Issue will be done through the clearing corporation.
vii. Settlement cycle: The process of pay-in of funds by investors and pay-out to Issuer will be done
on T+1 day, where T is the Issue Closing Date.
viii. Offer or Issue of executed Information Memorandum to successful Eligible Investors. The final
Information Memorandum will be issued to the successful Eligible Investors, who are required
to complete and submit the application form to the Issuer in order to accept the offer of
Debentures.
No person other than the successful Eligible Investors to whom the Information Memorandum has
been issued by the Issuer may apply for the Issue through the application forms received from a
person other than those specifically addressed will be invalid. However, Eligible Investors should
refer to the extant SEBI Electronic Book Mechanism Guidelines as prevailing on the date of the bid.
Withdrawal of Issue:
The Issuer may, at its discretion, withdraw the issue process on the conditions set out under the
operational guidelines of the BSE; provided that the Issuer shall accept or withdraw the issue on the
BSE electronic book platform within 1 (one) hour of the closing of the bidding window, and not later
than 6 pm on the Issue Closing Date. However, Eligible Investors should refer to the SEBI Electronic
Book Mechanism Guidelines as prevailing on the date of the bid. If the Issuer has withdrawn the
Issue, and the cut-off yield of the Issue is higher than the estimated cut-off yield disclosed to the BSE
electronic book platform, the estimated cut off yield shall be mandatorily disclosed by the BSE
electronic book platform to the Eligible Investors. The expression ‘estimated cut off yield’ means
yield so estimated by the Company, prior to opening of issue on the BSE electronic book platform.
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The disclosure of estimated cut off yield by BSE electronic book platform to the Eligible Investors,
pursuant to closure of the Issue, shall be at the discretion of the Issuer.
Process flow of statement:
Successful bidders shall make pay-in of funds towards the allocation made to them, in the bank
account of the clearing corporation, the details whereof are as set out in paragraph 9.14 herein below,
on or before 10:30 A.M. on the Deemed Date of Allotment.
The fund pay-in by the successful bidders will be made only from the bank account(s), which have
been provided/updated in the electronic book mechanism system. Upon the transfer of funds into the
aforesaid account and the Issuer confirming its decision to proceed with the allotment of the
Debentures in favour of the Debenture Holder(s) to Indian Clearing Corporation Limited, the R&T
Agent shall provide the corporate action file along with all requisite documents to the Depositories
by 12:00 hours and subsequently, the pay-in funds shall be released into the following bank account
of the Issuer:
Beneficiary Name Electronica Finance Limited
Account No. 32425472974
Bank State Bank of India
Branch Industrial Finance Branch, Pune
Account Type Current Account
Branch Code 08966
IFSC Code SBIN0008966
9.10 Application Procedure
Eligible investors will be invited to subscribe by way of the Application Form prescribed in the
Information Memorandum during the period between the Issue Opening Date and the Issue Closing
Date (both dates inclusive). The Issuer reserves the right to change the Issue schedule including the
Deemed Date of Allotment at its sole discretion, without giving any reasons or prior notice. The Issue
will be open for subscription during the banking hours on each day during the period covered by the
Issue Schedule.
9.11 Fictitious Application
All fictitious applications will be rejected.
9.12 Basis of Allotment
Notwithstanding anything stated elsewhere, Issuer reserves the right to accept or reject any
application, in part or in full, without assigning any reason. Subject to the aforesaid, in case of over
subscription, priority will be given to Investors in line with the SEBI Electronic Book Mechanism
Guidelines. The investors will be required to remit the funds as well as submit the duly completed
Application Form along with other necessary documents to Issuer by the Deemed Date of Allotment.
9.13 Payment Instructions
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The Application Form should be submitted directly. The entire amount of Rs. 10,00,000/- (Rupees
Ten Lakhs only) per Debenture is payable along with the making of an application.
All payments must be made through NEFT, RTGS, electronic fund transfer to Indian Clearing
Corporation Limited. The details for payments are mentioned herein below:
Beneficiary Name: INDIAN CLEARING CORPORATION LTD
Bank Account No. ICCLEB
IFSC CODE: ICIC0000106
Bank Name ICICI Bank
Branch Address:
ICICI BANK RPC OFFICE,VIDEOCON TOWERS, E-
1,JHANDEWALAN EXTENSION, NEAR DELHI PRESS, DELHI
110055
Beneficiary Name: INDIAN CLEARING CORPORATION LTD
Bank Account No. ICCLEB
IFSC CODE: YESB0CMSNOC
Bank Name Yes Bank
Branch Address: Yes Bank Tower Ifc2 8th Floor Sb Marg Elphinstone Mumbai 400013
Beneficiary Name: INDIAN CLEARING CORPORATION LTD
Bank Account No. ICCLEB
IFSC CODE: HDFC0000060
Bank Name HDFC Bank
Branch Address: Hdfc Bank Ltd Ground Floor Jehangir Building M G Road Fort Mumbai
Maharashtra 400001
9.14 Eligible Investors
The Persons to whom this Disclosure Document is being issued are the only persons eligible to apply
for this private placement of Debentures subject to fulfilling their respective investment norms/rules
and compliance with laws applicable to them by submitting all the relevant documents along with the
Application Form. The class of investors to whom this Disclosure Document is being issued are:
A. Mutual Funds
B. Non-banking financial companies
C. Corporates
D. Banks and Financial Institutions
E. Foreign Portfolio Investors (FPIs)
F. Foreign Institutional Investors (FIIs)
G. Qualified Foreign Investors (QFIs)
H. Insurance Companies
I. Any other person eligible to invest in these Debentures
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All potential Investors are required to comply with the relevant regulations/guidelines applicable to
them for investing in this issue of Debentures.
Note: Participation by potential Investors in the Issue may be subject to statutory and/or regulatory
requirements applicable to them in connection with subscription to Indian securities by such
categories of persons or entities. Applicants are advised to ensure that they comply with all regulatory
requirements applicable to them, including exchange controls and other requirements. Applicants
ought to seek independent legal and regulatory advice in relation to the laws applicable to them.
9.15 Procedure for Applying for Dematerialised Facility
A. The applicant must have at least one beneficiary account with any of the DPs of NSDL/
CDSL prior to making the application.
B. 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”.
C. Debentures allotted to an applicant will be credited to the applicant’s respective beneficiary
account(s) with the DP.
D. 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.
E. Non-transferable allotment advice/refund orders will be directly sent to the applicant by the
Registrar and Transfer Agent to the Issue.
F. 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.
G. 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.
H. 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 R&T Agent as on the Record
Date. In case of those Debentures for which the beneficial owner is not identified in the
records of the R&T Agent 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 R&T Agent and conveyed to the Issuer, whereupon the redemption
amount and benefits will be paid to the beneficiaries, as identified.
9.16 Depository Arrangements
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The Issuer shall make necessary arrangement with NSDL/CDSL for issue and holding of Debenture
in dematerialised form.
9.17 List of Beneficiaries
The Issuer shall request the R&T Agent to provide a list of beneficiaries as at the end of each Record
Date. This shall be the list, which will be used for payment or repayment of redemption monies.
9.18 Application under Power of Attorney
A certified true copy of the power of attorney or the relevant authority as the case may be along with
the names and specimen signature(s) of all the authorized signatories of the Investor and the tax
exemption certificate/document of the Investor, if any, must be lodged along with the submission of
the completed Application Form. Further modifications/additions in the power of attorney or
authority should be notified to the Issuer or to its agents or to such other person(s) at such other
address(es) as may be specified by the Issuer from time to time through a suitable communication.
In case of an application made by companies under a power of attorney or resolution or authority, a
certified true copy thereof along with memorandum and articles of association and/or bye-laws along
with other constitutional documents must be attached to the Application Form at the time of making
the application, failing which, the Issuer reserves the full, unqualified and absolute right to accept or
reject any application in whole or in part and in either case without assigning any reason thereto.
Names and specimen signatures of all the authorized signatories must also be lodged along with the
submission of the completed Application Form.
9.19 Procedure for application by Mutual Funds and Multiple Applications
In case of applications by mutual funds and venture capital funds, a separate application must be
made in respect of each scheme of an Indian mutual fund/venture capital fund registered with the
SEBI and such applications will not be treated as multiple application, provided that the application
made by the asset management company/trustee/custodian clearly indicated their intention as to the
scheme for which the application has been made.
The application forms duly filled shall clearly indicate the name of the concerned scheme for which
application is being made and must be accompanied by certified true copies of
A. SEBI registration certificate
B. Resolution authorizing investment and containing operating instructions
C. Specimen signature of authorized signatories
9.20 Documents to be provided by Investors
Investors need to submit the following documents, as applicable
A. Memorandum and Articles of Association or other constitutional documents
B. Resolution authorising investment
C. Power of Attorney to custodian
D. Specimen signatures of the authorised signatories
E. SEBI registration certificate (for Mutual Funds)
F. Copy of PAN card
G. Application Form
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9.21 Applications to be accompanied with Bank Account Details
Every application shall be required to be accompanied by the bank account details of the applicant
and the magnetic ink character reader code of the bank for the purpose of availing direct credit of
redemption amount and all other amounts payable to the Debenture Holder(s) through EFT/RTGS.
9.22 Succession
In the event of winding-up of the holder of the Debenture(s), the Issuer will recognize the liquidator
or such other legal representative of the Debenture Holder(s) as having title to the Debenture(s).
The Issuer may, in its absolute discretion, where it thinks fit, dispense with production of such other
legal representation, in order to recognize such holder as being entitled to the Debenture(s) standing
in the name of the concerned Debenture Holder on production of sufficient documentary proof and/or
an indemnity.
9.23 Mode of Payment
All payments must be made through EFT/RTGS as set out in the Application Form.
9.24 Effect of Holidays
In case any Coupon Payment Date falls on a day which is not a Business Day the payment to be made
on such Coupon Payment Date shall be made on the immediately succeeding Business Day. When
the Maturity Date (including the last Coupon Payment Date) falls on a day which is not a Business
Day, all payments to be made on the Maturity Date (including accrued Coupon), shall be made on
the immediately preceding Business Day.
9.25 Tax Deduction at Source
Tax as applicable under the Income Tax Act, 1961, or any other statutory modification or re-
enactment thereof will be deducted at source by the Company. For seeking TDS exemption/lower
rate of TDS, relevant certificate/document must be lodged by the Debenture Holder(s) at the office
of the R&T Agents of the Issuer at least 15 (Fifteen) calendar days before the relevant payment
becoming due. Tax exemption certificate / declaration of non-deduction of tax at source on interest
on application money, should be submitted along with the Application Form.
If any payments under this issuance is subject to any tax deduction other than such amounts as are
required as per current regulations existing as on the date of the Debenture Trust Deed), including if
the Company shall be required legally to make any payment for tax from the interest/coupon payable
under the Issue, (“Tax Deduction”), the Company shall make such Tax Deduction as per Applicable
Law.
9.26 Letters of Allotment
Each of the Debenture Holders shall be issued proof of allotment of Debentures by way of a physical
letter of allotment, issued by the Company to the said Debenture Holders on the Deemed Date of
Allotment. On the completion of all statutory formalities and in no event later than 2 (Two) Business
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Days from the Deemed Date of Allotment, such letter of allotment will be substituted and the
depository account of each of the Debenture Holders maintained with its corresponding depository
participant and mentioned in the Application Form shall be credited with the number of Debentures
allotted to such Debenture Holders in terms of the letter of allotment issued to it.
9.27 Deemed Date of Allotment
All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of
Allotment. The Deemed Date of Allotment for the Issue is July 21, 2020 by which date the Investors
would be intimated of allotment.
9.28 Record Date
The Record Date will be 7 (Seven) Busines Days prior to any Due Date.
9.29 Refunds
For applicants whose applications have been rejected or allotted in part, refund orders will be
dispatched within 7 (seven) days from the Deemed Date of Allotment of the Debentures.
In case the Issuer has received money from applicants for Debentures in excess of the aggregate of
the application money relating to the Debentures in respect of which allotments have been made, the
R&T Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys
to the extent of such excess, if any.
9.30 Interest on Application Money
Interest shall be payable on all application monies received at the Coupon Rate net of Taxes from the
date of realization of the application monies by the Issuer until the Deemed Date of Allotment and
the same shall be paid to the relevant Investors within 7 (Seven) Business Days from the Deemed
Date of Allotment.
9.31 PAN Number
Every applicant should mention its Permanent Account Number (“PAN”) allotted under Income Tax
Act, 1961, on the Application Form and attach a self-attested copy as evidence. Application forms
without PAN will be considered incomplete and are liable to be rejected.
9.32 Payment on Redemption
Payment on redemption will be made by way of cheque(s)/redemption warrant(s)/demand
draft(s)/credit through RTGS system/funds transfer in the name of the Debenture Holder(s) whose
names appear on the list of beneficial owners given by the Depository to the Issuer as on the Record
Date.
The Debentures shall be taken as discharged on payment of the redemption amount by the Issuer on
maturity to the registered Debenture Holder(s) whose name appears in the Register of Debenture
Holder(s) on the Record Date. On such payment being made, the Issuer will inform NSDL/ CDSL
and accordingly the account of the Debenture Holder(s) with NSDL/ CDSL will be adjusted.
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On the Issuer dispatching the amount as specified above in respect of the Debentures, the liability of
the Issuer shall stand extinguished.
Disclaimer: Please note that only those persons to whom this Information Memorandum has
been specifically addressed are eligible to apply. However, an application, even if complete in
all respects, is liable to be rejected without assigning any reason for the same. The list of
documents provided above is only indicative, and an investor is required to provide all those
documents / authorizations / information, which are likely to be required by the Issuer. The
Issuer may, but is not bound to revert to any investor for any additional documents /
information, and can accept or reject an application as it deems fit. Investment by investors
falling in the categories mentioned above are merely indicative and the Issuer does not warrant
that they are permitted to invest as per extant laws, regulations, etc. Each of the above
categories of investors is required to check and comply with extant rules/regulations/ guidelines,
etc. governing or regulating their investments as applicable to them and the Issuer is not, in any
way, directly or indirectly, responsible for any statutory or regulatory breaches by any investor,
neither is the Issuer required to check or confirm the same.
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SECTION 10: DECLARATION
The Issuer declares that all the relevant provisions in the regulations/guideline issued by SEBI
and other applicable laws have been complied with and no statement made in this Information
Memorandum is contrary to the provisions of the regulations/guidelines issued by SEBI and
other applicable laws, as the case may be. The information contained in this Information
Memorandum is as applicable to privately placed debt securities and subject to information
available with the Issuer. The extent of disclosures made in the Information Memorandum is
consistent with disclosures permitted by regulatory authorities to the issue of securities made by
the companies in the past.
For Electronica Finance Limited
Authorised Signatory
Name: Akshay Sudame
Title: Chief Manager
Date: July 16, 2020
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ANNEXURE I: RATING LETTER FROM THE RATING AGENCY
[ATTACHED SEPERATELY]
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ANNEXURE II: CONSENT LETTER FROM THE DEBENTURE TRUSTEE
[ATTACHED SEPERATELY]
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ANNEXURE III: APPLICATION FORM
ELECTRONICA FINANCE LIMITED
A public limited company incorporated under the Companies Act, 1956
Date of Incorporation: June 26, 1990
Registered Office: 101/1, Erandawane 'Audumbar’, Dr. Ketkar Road, Pune - 411004
Telephone No.: 020-67290759
Website: https://www.efl.co.in
DEBENTURE SERIES APPLICATION FORM SERIAL NO.
ISSUE OF UPTO [-] ([-]) SECURED RATED LISTED REDEEMABLE TRANSFERABLE
NON-CONVERTIBLE DEBENTURES OF ELECCTRONICA FINANCE LIMITED OF RS.
[-]/- (RUPEES [-] ONLY) EACH AGGREGATING UPTO RS. [-]/- (RUPEES [-] ONLY),
FULLY PAID UP FOR CASH AT PAR TO THE FACE VALUE
DEBENTURE SERIES APPLIED FOR:
Number of Debentures __ In words ___
Amount Rs. _/-_ in words Rupees _________________Crores only
DETAILS OF PAYMENT:
RTGS
No. _____________ Drawn on_____________________________________________
Funds transferred to Indian Clearing Corporation Limited
Dated ____________
Total Amount Enclosed
(In Figures) _____________ (In words) ______________________________________
APPLICANT’S NAME IN FULL (CAPITALS) SPECIMEN SIGNATURE
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APPLICANT’S ADDRESS
ADDRESS
STREET
CITY
PIN PHONE FAX
APPLICANT’S PAN/GIR NO. _____________ IT CIRCLE/WARD/DISTRICT ____
WE ARE ( ) COMPANY ( ) OTHERS ( ) SPECIFY __________
We have read and understood the Terms and Conditions of the issue of Debentures including the Risk
Factors described in the Memorandum and have considered these in making our decision to apply.
We bind ourselves to these Terms and Conditions and wish to apply for allotment of these Debentures.
We request you to please place our name(s) on the Register of Holders.
Name of the Authorised
Signatory(ies)
Designation Signature
Applicant’s
Signature
We the undersigned, are agreeable to holding the Debentures of the Company in dematerialised form.
Details of my/our Beneficial Owner Account are given below:
DEPOSITORY NSDL ( ) CDSL ( )
DEPOSITORY PARTICIPANT NAME
DP-ID
BENEFICIARY ACCOUNT NUMBER
NAME OF THE APPLICANT(S)
Applicant Bank Account:
(Settlement by way of Cheque / Demand
Draft / Pay Order / Direct Credit / ECS /
NEFT/RTGS/other permitted mechanisms)
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FOR OFFICE USE ONLY
DATE OF RECEIPT ________________ DATE OF CLEARANCE ________________
(Note: Cheque and Drafts are subject to realisation)
We understand and confirm that the information provided in the Information Memorandum is
provided by the Issuer and the same has not been verified by any legal advisors to the Issuer and other
intermediaries and their agents and advisors associated with this Issue. We confirm that we have for
the purpose of investing in these Debentures carried out our own due diligence and made our own
decisions with respect to investment in these Debentures and have not relied on any representations
made by anyone other than the Issuer, if any.
We understand that: i) in case of allotment of Debentures to us, our Beneficiary Account as mentioned
above would get credited to the extent of allotted Debentures, ii) the Applicant must ensure that the
sequence of names as mentioned in the Application Form matches the sequence of name held with
our Depository Participant, iii) if the names of the Applicant in this application are not identical and
also not in the same order as the Beneficiary Account details with the above mentioned Depository
Participant or if the Debentures cannot be credited to our Beneficiary Account for any reason
whatsoever, the Company shall be entitled at its sole discretion to reject the application or issue the
Debentures in physical form.
We understand that we are assuming on our own account, all risk of loss that may occur or be suffered
by us including as to the returns on and/or the sale value of the Debentures and shall hold us harmless
in respect of any such loss and/or damage. We undertake that upon sale or transfer to subsequent
investor or transferee (“Transferee”), we shall convey all the terms and conditions contained herein
and in this Information Memorandum to such Transferee. In the event of any Transferee (including
any intermediate or final holder of the Debentures) suing the Issuer (or any person acting on its or
their behalf) we shall indemnify the Issuer and also hold the Issuer and each of such person harmless
in respect of any claim by any Transferee.
Applicant’s
Signature
FOR OFFICE USE ONLY
DATE OF RECEIPT ______________________ DATE OF CLEARANCE _________________
(Note : Cheque and Drafts are subject to realisation)
-------------------------------------------------(TEAR HERE)--------------------------------------------
- ACKNOWLEDGMENT SLIP -
(To be filled in by Applicant) SERIAL NO.
Received from _______________________________________________
Address________________________________________________________________
______________________________________________________________________
Cheque/Draft/UTR # ______________ Drawn on _______________________________ for
Rs. _____________ on account of application of _____________________ Debenture
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ANNEXURE IV: AUDITED FINANCIAL STATEMENTS
[ATTACHED SEPERATELY]
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ANNEXURE V: INDICATIVE CASHFLOW SCHEDULE
Illustration of Bond Cash Flows
Company Electronica Finance Limited
Face Value (per security) Rs. 10,00,000/- (Rupees Ten Lakhs only)
Issue Date / Date of Allotment Issue Opening Date: July 20, 2020 Deemed Date of Allotment: July 21, 2020
Maturity Date January 20, 2022
Coupon Rate 9.50% (Nine Decimal Point Five Zero Percent) per
annum
Frequency of the Principal Payment with
specified dates
On the maturity i.e. on January 20, 2022
Frequency of the Coupon Payment with
specified dates
Coupon payable quarterly.
First Coupon on July 20, 2021 and subsequently on
the Maturity Date i.e. January 20, 2022 (subject to
adjustments for Business Day Convention).
Day Count Convention Actual / Actual
CASHFLOW SCHEDULE*
Cash Flows Coupon Accrual Date
Coupon Payment Date
No. of days in Coupon Period
Coupon Amount (in Rupees)
Principal Amount (in Rupees)
Settlement Date 20-07-20
Coupon 1 20-08-20 - -
Coupon 2 20-09-20 - -
Coupon 3 20-10-20 - -
Coupon 4 20-11-20 - -
Coupon 5 20-12-20 - -
Coupon 6 20-01-21 - -
Coupon 7 20-02-21 - -
Coupon 8 20-03-21 - -
Coupon 9 20-04-21 - -
Coupon 10 20-05-21 - -
Coupon 11 20-06-21 - -
Coupon 12 20-07-21 20-07-21 365 33,250,000 -
Coupon 13 20-08-21 - -
Coupon 14 20-09-21 - -
Coupon 15 20-10-21 - -
Coupon 16 20-11-21 - -
Coupon 17 20-12-21 - -
Coupon 18 20-01-22 20-01-22 184 16,761,644 350,000,000
* The cashflow scheduled provided is tentative and calculated from the Deemed Date of Allotment/pay- in date.
In case of change of the Deemed Date of Allotment/ pay-in date, the cashflow scheduled stand modified
accordingly.
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ANNEXURE VI: COPIES OF BOARD RESOLUTIONS
[ATTACHED SEPERATELY]
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ANNEXURE VII: COPIES OF SHAREHOLDERS’ RESOLUTIONS
[ATTACHED SEPERATELY]
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ANNEXURE VIII: RELATED PARTY TRANSACTIONS
[ATTACHED SEPERATELY]
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