Xander Finance Private Limited - IM‘Electronic Book Mechanism for Issuance of Securities on Private Placement Basis’ issued by SEBI. SEBI Regulations The Securities and Exchange

Information Memorandum

Serial No.:___

Investor name: __________________

Private & Confidential

For Private Circulation only

XANDER FINANCE PRIVATE LIMITED

Incorporated as a private limited company having Corporate Identification Number U65921MH1997PTC258670 in

the name and style of ‘Chhattisgarh Finlease Private Limited’ and registered with the Registrar of Companies, New

Delhi (Certificate of Incorporation dated January 10, 1997). Pursuant to change of its name to ‘Xander Finance Private

Limited’, new Certificate of Incorporation was issued on February 24, 2011 and pursuant to change of its registered

office, the registration was shifted to Registrar of Companies, Mumbai, Maharashtra. It is also registered with the

Reserve Bank of India as Systemically Important Non-Banking Financial Company.

Registered Office: 101, 5 North Avenue Maker Maxity, Bandra Kurla Complex, Mumbai – 400051, Maharashtra

Tel: +91 22 61196010 Fax: +91 22 61196080

Corporate Office: 101, 5 North Avenue Maker Maxity, Bandra Kurla Complex, Mumbai – 400051, Maharashtra

Tel: +91 22 61196010 Fax: +91 22 61196080

Contact Person: Mr. Pankaj Rathi

Email: [email protected]

INFORMATION MEMORANDUM

INFORMATION MEMORANDUM FOR ISSUE BY WAY OF PRIVATE PLACEMENT OF LISTED,

SECURED, FULLY REDEEMABLE, NON-CONVERTIBLE, DEBENTURES OF THE FACE VALUE

OF RS. 10,00,000/- (RUPEES TEN LAKHS ONLY) EACH (THE “DEBENTURES”) FOR CASH AT PAR

AGGREGATING UPTO RS. 100,00,00,000/- (RUPEES ONE HUNDRED CRORES ONLY) (THE

“ISSUE”).

INFORMATION MEMORANDUM IS PREPARED IN CONFORMITY WITH SECURITIES AND

EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS,

2008 ISSUED VIDE CIRCULAR NO. LAD-NRO/GN/2008/13/127878 DATED JUNE 06, 2008) (THE

“SEBI REGULATIONS”), AS AMENDED BY SECURITIES AND EXCHANGE BOARD OF INDIA

(ISSUE AND LISTING OF DEBT SECURITIES) (AMENDMENT) REGULATIONS, 2012 ISSUED VIDE

CIRCULAR NO. LAD-NRO/GN/2012-13/19/5392 DATED OCTOBER 12, 2012 AND SECURITIES AND

EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) (AMENDMENT)

REGULATIONS, 2014 ISSUED VIDE CIRCULAR NO. LAD-NRO/GN/2013-14/43/207 DATED

JANUARY 31, 2014 AND SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING

OF DEBT SECURITIES) (AMENDMENT) REGULATIONS, 2016 ISSUED VIDE CIRCULAR NO. LAD-

NRO/GN/2016-17/004 DATED MAY 25, 2016 AND SECURITIES AND EXCHANGE BOARD OF INDIA

(ISSUE AND LISTING OF DEBT SECURITIES) (AMENDMENT) REGULATIONS, 2017 ISSUED VIDE

CIRCULAR NO. LAD-NRO/GN/2017-18/009 DATED JUNE 13, 2017 AND SECURITIES AND

EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) (SECOND

AMENDMENT) REGULATIONS, 2017 ISSUED VIDE CIRCULAR NO. LAD-NRO/GN/2017-18/023

DATED DECEMBER 15, 2017 AND SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND

LISTING OF DEBT SECURITIES) AMENDMENT REGULATIONS, 2018 ISSUED VIDE CIRCULAR

NO. SEBI/LAD-NRO/GN/2018/42 AND SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE

AND LISTING OF DEBT SECURITIES) (AMENDMENT) REGULATIONS, 2019 ISSUED VIDE

CIRCULAR NO. SEBI/LAD -NRO/GN/2019/13 DATED MAY 07, 2019 AND RBI NBFC MASTER

DIRECTIONS 2016 AND THE COMPANIES ACT, 2013 READ WITH COMPANIES (PROSPECTUS

AND ALLOTMENT OF SECURITIES) RULES, 2014, AS AMENDED FROM TIME TO TIME.

THIS INFORMATION MEMORANDUM IS BEING UPLOADED ON THE ELECTRONIC BOOK

PLATFORM SOLELY FOR THE PURPOSE OF COMPLYING WITH THE SEBI EBM CIRCULARS

INCLUDING THE CIRCULAR DATED JANUARY 5, 2018 (SEBI/HO/DDHS/CIR/P/2018/05) AND THE

OPERATIONAL GUIDELINES ISSUED BY THE ELECTRONIC BOOK PROVIDER TILL THE DATE

OF THIS INFORMATION MEMORANDUM. THE INFORMATION MEMORANDUM IS NOT BEING

/ HAS NOT BEEN UPLOADED OR MADE AVAILABLE ON THE ELECTRONIC BOOK PLATFORM

WITH THE INTENT TO DISSEMINATE THE DOCUMENT TO THE PUBLIC AT LARGE. ACCESS

TO THE INFORMATION MEMORANDUM ON OR THROUGH THE ELECTRONIC BOOK

PLATFORM SHOULD NOT BE CONSTRUED AS AN INVITATION OR OFFER OR PROSPECTUS

TO THE PUBLIC TO SUBSCRIBE TO THE DEBENTURES. FOR THE AVOIDANCE OF DOUBT, IT

IS REITERATED THAT THE DEBENTURES ARE PROPOSED TO BE ISSUED STRICTLY ON A

PRIVATE PLACEMENT BASIS.


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Investor name: _____________



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GENERAL RISK

Investors are advised to read the section “Management’s Perception of Risk Factors” carefully before taking an

investment decision in this offering. For taking an investment decision, the Investors must rely on their own

examination of the Issuer and the offer/Issue including the risks involved. The offer/Issue being made on private

placement basis, this Information Memorandum has not been filed with the Securities & Exchange Board of India

(SEBI). The Debentures have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy

or adequacy of this document. Specific attention of the Investors is invited to the summarized and detailed risk

factors mentioned elsewhere in this Information Memorandum. The submission of this Information Memorandum

to the stock exchange should not in any way be deemed or construed to mean that this Information Memorandum

has been reviewed, cleared or approved by the stock exchange; nor does the stock exchange in any manner warrant,

certify, or endorse the correctness or completeness or adequacy of any of the contents of this Information

Memorandum.

ISSUER’S ABSOLUTE RESPONSIBILITY

The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Information

Memorandum contains all information with regard to the Issuer and the Issue, which is material in the context of

the Issue, that the information contained in this Information Memorandum is true and correct in all material

respects and is not misleading in any material respect, that the opinions and intentions expressed herein are

honestly held and that there are no other facts, the omission of which makes this document as a whole or any of

such information or the expression of any such opinions or intentions misleading in any material respect.

CREDIT RATING

ICRA Limited has assigned the rating of ICRA A+ (pronounced ICRA A plus) for the Issuer’s non-convertible

debentures to the extent of Rs. 300,00,00,000 (Rupees Three Hundred crores only), out of which Rs. 100,00,00,000

(Rupees One Hundred Crores only) unallocated limit shall be utilised for this Issue. The outlook on the long-term

rating is ‘Stable’.

The rating is not a recommendation to buy, sell or hold the Debentures and Investors should take their own

decision. The rating may be subject to revision or withdrawal at any time by the assigning credit rating agency

and each rating should be evaluated independently of any other rating. The ratings obtained are subject to revision

at any point of time in the future. The rating agency has the right to suspend, withdraw the rating at any time on

the basis of new information etc. For details, please refer to paragraph on ‘Credit Rating’ mentioned elsewhere in

this Information Memorandum.

LISTING

Listed Fully Redeemable Non-Convertible Debentures offered for subscription through the Disclosure Document

are proposed to be listed on the Whole Sale Debt Market Segment (“WDM Segment”) of BSE Ltd. (the “Bombay

Stock Exchange” or “BSE”). The BSE has through its communication bearing reference no. DCS/COMP/BS/IP-

PPDI/223/20-21 dated July 14, 2020 granted its in-principle approval for listing of the Debentures.

ISSUER DEBENTURE TRUSTEE REGISTRAR TO THE ISSUE

Xander Finance Private Limited Catalyst Trusteeship Limited Link Intime India Private Limited

Registered Office:

C-101, 247 Park,

LBS Marg,

Vikhroli (West),

Mumbai-400083

Registered Office:

101, 5 North Avenue,

Maker Maxity,

Bandra Kurla Complex,

Mumbai – 400 051

Registered Office:

Windsor, 6th Floor,

Office No. 604, C. S. T. Road,

Kalina, Santacruz (East),

Mumbai – 400098

Tel: +91 22 61196010 Tel: +91 22 49220555 Tel: +91 22 49186270

Fax: +91 22 61196080 Fax: +91 22 49220505 Fax: +91 22 49186060


Contact Person: Mr. Pankaj Rathi

Website: www.xanderfinance.com


Contact Person: Mr. Umesh Salvi

Website:www.catalysttrustee.com


Contact Person: Mr. Ganesh Jadhav

Website: www.linkintime.co.in

Note: This Information Memorandum for private placement (of debentures) is neither a prospectus nor

a statement in lieu of a prospectus. This is only an information brochure intended for private use and

should not be construed to be a prospectus and/or an invitation to the public for subscription to

Debentures under any law for the time being in force. The Company can, at its sole and absolute

discretion, change the terms of the offer. The Company reserves the right to close, recall, extend or

modify the terms of the Issue at its absolute discretion at any time prior to Allotment.

http://www.xanderfinance.com/

mailto:[email protected]

http://www.catalysttrustee.com/


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TABLE OF CONTENTS

DEFINITIONS AND ABBREVIATIONS ................................................................................................... 4

DISCLAIMER ............................................................................................................................................ 10

LIMITS ON DISTRIBUTION ................................................................................................................... 15

PART A - FORM PAS-4 ............................................................................................................................ 16

PART B – ADDITIONAL DISCLOSURES ............................................................................................... 33

DISCLOSURES PERTAINING TO WILFUL DEFAULT (IF ANY) ...................................................... 54

ISSUE DETAILS ........................................................................................................................................ 55

DIRECTOR’S DECLARATION ............................................................................................................... 64

ANNEXURE - 1 .......................................................................................................................................... 66

PART - A | CONSENT LETTER FROM DEBENTURE TRUSTEE ....................................................... 66

PART - B | CONSENT LETTER FROM REGISTRAR OF THE ISSUE ................................................ 67

ANNEXURE - 2 .......................................................................................................................................... 68

RATING LETTER & RATING RATIONALE FROM ICRA .................................................................. 68

ANNEXURE - 3 .......................................................................................................................................... 77

COPY OF BOARD RESOLUTION ........................................................................................................... 77

ANNEXURE - 4 .......................................................................................................................................... 81

COPY OF SHAREHOLDERS RESOLUTION ......................................................................................... 81

APPENDIX – 1 ........................................................................................................................................... 82

PART – A | BALANCE SHEET & STATEMENT OF PROFIT AND LOSS ........................................... 82

PART – B | CASH FLOW STATEMENT ................................................................................................. 90

APPENDIX – 2 ........................................................................................................................................... 94

PART – A | DETAILS OF SECURED LOAN FACILITIES .................................................................... 94

PART – B | DETAILS OF EXISTING NCDS ........................................................................................... 97

APPENDIX – 3 ........................................................................................................................................... 98

DETAILS OF EXISTING SHARE CAPITAL OF THE ISSUER ............................................................ 98

APPENDIX – 4 ........................................................................................................................................... 99

DEBENTURE CASH FLOW | ILLUSTRATION OF CASH FLOWS ..................................................... 99

APPENDIX – 5 ......................................................................................................................................... 100

APPLICATION FORM & INSTRUCTIONS.......................................................................................... 100


Serial No.:___

Investor name: __________________



DEFINITIONS AND ABBREVIATIONS

Company/Issuer/Xander

Finance

Xander Finance Private Limited, a company with its registered office at 101,

5 North Avenue Maker Maxity, Bandra Kurla Complex, Bandra East,

Mumbai - 400051, Maharashtra, India.

“we”, “us”, “our” Unless the context otherwise requires, the Company.

Affiliate Any other Person that directly or indirectly, through one or more

intermediaries, controls, is controlled by, or is under common control with,

such Person. The term “control” (including the terms “controlled by” and

“under common control with”) means the possession, directly or indirectly,

of the power to direct or cause the direction of the management and policies

of a Person, whether through the ownership of voting securities, by contract

or otherwise.

Allotment Advice An advice informing the allottee of the number of Debentures allotted in

Electronic (dematerialised) Form.

Allot/Allotment/Allotted Unless the context otherwise requires or implies, the allotment of the

Debentures pursuant to the Issue.

Application Form The form used by an investor to apply for subscription to the Debentures

offered through this Issue.

Applicable Law Any statute, law, regulation, ordinance, rule, judgment, rule of law, order,

decree, clearance, approval, directive, guideline (each having the force of

law) or other governmental restriction or any similar form of decision, or

determination by, or any interpretation or administration of any of the

foregoing by, any statutory or regulatory authority (each having the force of

law) whether in effect as of the date of this Disclosure Document or

thereafter and in each case as amended.

Articles Articles of Association of the Company.

Board Board of Directors of the Company or a Committee thereof.

BSE / Stock Exchange BSE Limited.

Business Day / Working Day A day (other than a Sunday and Saturdays of a month), on which banks are

normally open for regular banking business and money markets are

functioning in Mumbai, excluding such days when no high value clearing

or no RTGS is available (for any reason whatsoever) where the

Registered/Corporate Office of the Issuer is situated.

CDSL Central Depository Services (India) Limited.

Clearing Corporation Account ICCL’s bank accounts as more particularly identified in the section

‘Payment Instructions’ under Issue Procedure in Part B – Additional

Disclosures of this Information Memorandum.

Companies Act / Act Companies Act, 1956 as amended and replaced from time to time by the

provisions of the Companies Act, 2013, and as further amended or replaced

from time to time.

‘Coupon’ or ‘Interest’ The interest due and payable on the Debentures for the Interest Period on

the outstanding Principal Amounts or so much thereof as is due and

outstanding from time to time, at the fixed Coupon Rate as indicated by the

Issuer in this Information Memorandum.


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Credit Rating Agency Credit rating agency approved by the RBI, appointed from time to time.

Crore 1 Crore = 10 million

Day Count Convention Actual/ Actual.

It is clarified that in case of Interest payment in a leap year, the same shall

be calculated taking the number of days as 366 (three hundred and sixty six)

days (per the SEBI Circular dated November 11, 2016 bearing reference

CIR/IMD/DF-1/122/2016).

Debenture Payments Means the payment of the Principal Amount, the Interest, the default interest

or penal interest or any other amounts forming part of the Outstanding

Amounts.

Debenture Trustee Trustee for the Debenture Holders, in this case for the time being Catalyst

Trusteeship Limited.

Debenture Trustee Agreement The document titled 'Debenture Trustee Agreement' (executed on or about

the date of this Information Memorandum) between the Issuer and the

Debenture Trustee for the appointment of the Debenture Trustee.

Debenture Trust Deed The document titled 'Debenture Trust Deed' executed/to be executed

between the Debenture Trustee and the Issuer for inter alia settling a trust

and describing the powers of the Debenture Trustee, read with any

amendments or supplements thereto.

Debentures/ NCDs/ Series VI

Debentures

As the subject or context may require, any or all of the privately placed,

listed, fully redeemable, secured, redeemable, in the nature of non-

convertible debentures each having a face value of Rs. 10,00,000/- (Rupees

Ten Lakhs only), in aggregate not exceeding nominal value of Rs.

100,00,00,000/- (Rupees One Hundred Crores only), issued pursuant to this

Information Memorandum.

Deemed Date of Allotment The date indicated as the Deemed Date of Allotment in the chapter ‘Issue

Details’ in this Information Memorandum.

It is clarified that the actual allotment of Debentures may take place on a

date other than the Deemed Date of Allotment.

Depository A depository registered with SEBI under the SEBI (Depositories and

Participants) Regulations, 1996, as amended from time to time.

Depository Act The Depository Act, 1996.

Depository Participant/DP A participant as defined under the Depositories Act, 1996, as amended from

time to time.

Electronic Book Platform The electronic book platform offered by the Electronic Book Provider, in

accordance with the SEBI EBM Circulars.

Electronic Book Provider The entities notified as an ‘electronic book provider’ by SEBI, which as on

date include the National Stock Exchange Limited and the BSE Limited.

For the purposes of this Issue, the Electronic Book Provider shall be BSE

Limited.

Eligible Financial Institution Means such financial institutions from whom monies borrowed wherein a

secured debenture would not constitute a 'deposit' within the meaning of the

term as defined under Section 2(b) of the Companies (Acceptance Of

Deposits) Rules, 1975.


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Eligible Investors As described in the paragraph 'Eligible Investors' (under Issue Procedure

section of Part B - Additional Disclosures) of this Information

Memorandum.

Existing Secured Borrowings Secured financial indebtedness incurred by the Company, as more

particularly detailed in Part A and Part B of Appendix - 2 of this Information

Memorandum.

Existing Lenders Persons who have granted and/or from whom the Existing Secured

Borrowings has been availed.

Final Maturity Date /

Redemption Date

The date on which the Debentures are required to be redeemed/ final

redemption/ maturity amount is to be paid, as more particularly specified in

the chapter ‘Issue Details’ of this Information Memorandum.

Fiscal Quarter In any fiscal year i.e., the accounting period commencing from April 1st of

each year till March 31st of next year, any of the following three-month

periods of a fiscal year:

(a) April 1 to June 30;

(b) July 1 to September 30;

(c) October 1 to December 31;

(d) January 1 to March 31.

ICCL Indian Clearing Corporation Limited

ICRA ICRA Limited.

Information Memorandum /

Disclosure Document / Shelf

Disclosure Document

This Information Memorandum dated July 14, 2020, through which the

Debentures are being offered on a private placement basis.

Investors / Debenture Holders Persons who are specifically requested by the Issuer to subscribe to the

Debentures in terms of the Transaction Documents and are accordingly

allotted the Debentures and shall include the transferees of such Debentures.

IT Act The Income Tax Act, 1961 as amended from time to time.

Coupon Payment Date/

Interest Payment Date

The date on which the Interest is required to be paid on a Debenture, as more

particularly specified in the chapter ‘Issue Details’ of this Information

Memorandum.

Interest Period On an annual basis, which shall accrue during the interest period

Interest Period shall mean:

- at the first instance, the period commencing from the Deemed Date of

Allotment and ending on the first Coupon Payment Date (inclusive of both

days);

- subsequently, period commencing from the date immediately following

the (previous) Coupon Payment Date and ending on the final maturity date

(inclusive of both days).

For the avoidance of doubt, the above is clarified by way of the following

illustration (dates below are only for illustrative purpose, and actual dates

shall be as per the issuance timelines)


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Assuming that the Deemed Date of Allotment is July 17, 2020

First Interest Period: July 17, 2020 to July 17, 2021 (inclusive of both days)

First Coupon Payment Date: July 17, 2021

Final Interest Period: July 18, 2021 to January 14, 2022 (inclusive of both

days)

Final Coupon Payment Date: January 14, 2022

It is hereby clarified that this definition shall be read with the ‘Illustration

of Cash Flow’ as stipulated in Appendix – 4 hereof.

Issue Issue of fully paid Debentures on a private placement basis for an amount

in aggregate for all Debentures not exceeding Rs. 100,00,00,000 (Rupees

One Hundred Crores only) pursuant to this Information Memorandum.

Listing Agreement Means the agreement entered or to be entered into by the Issuer and the BSE

Ltd. for listing of the Debentures

Majority Debenture Holders Such of the Investors / Debenture Holders who represent more than 50%

(fifty percent) of the aggregate outstanding Principal Amounts outstanding

in respect of all Debentures from time to time.

Memorandum / MoA Memorandum of Association of the Company.

Mutual Fund A mutual fund registered with SEBI under the Securities and Exchange

Board of India (Mutual Funds) Regulations, 1996

NBFC ‘Non-Banking Financial Company’ as defined under the Reserve Bank of

India Act, 1934

NEFT National Electronic Fund Transfer system, a nation-wide payment system

facilitating one-to-one funds transfer.

NRI A person resident outside India, who is a citizen of India or a person of

Indian origin and shall have the same meaning as ascribed to such term in

the FEMA Regulations

NSDL The National Securities Depository Limited.

Operational Guidelines The operational guidelines dated April 24, 2018 and as may be further issued

by the Electronic Book Provider in respect of the Electronic Book Platform.

Outstanding Amounts All amounts payable to the Debenture Holders pursuant to the Issue

(including the respective Principal Amounts, Interest and any other interest

payable) which have become due and payable, including any costs or fees

payable to the Debenture Trustee acting in any of its capacities under the

respective Transaction Documents.

Person An individual, natural person, corporation, partnership, joint venture,

incorporated or unincorporated body or association, trust, company,

government or subdivision thereof.

Principal Amount On any particular date, the principal amount outstanding on the Debentures,

on such date.

Promoters Xander Credit Pte. Ltd. The above is in accordance with definition of

“Promoter” as per section 2(69) of the Companies Act, 2013.


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RBI The Reserve Bank of India, established under the Reserve Bank of India

Act, 1934

RBI NBFC Master Directions

2016

RBI Master Direction on Non-Banking Financial Company - Systemically

Important Non-Deposit Taking Company and Deposit Taking Company

(Reserve Bank) Directions, 2016 issued by RBI vide Circular No.

RBI/DNBR/2016-17/45 Master Direction DNBR.PD.008/03.10.119/2016-

17 dated September 1, 2016, as amended from time to time, which

consolidates and repeals, amongst others, the following regulations,

direction and notifications, namely, RBI Guidelines on Raising Money

through Private Placement of NCDs by NBFCs issued by RBI Circular No.

RBI/2014-15/475 DNBR (PD) CC No. 021/03.10.001/2014-15 dated

February 20, 2015, RBI Directions on Systemically Important Non-Banking

Financial (Non-Deposit Accepting or Holding) Companies Prudential

Norms (Reserve Bank) Directions, 2015 issued vide Notification

No.DNBR.009/ CGM(CDS)-2015 dated March 27, 2015.

Receivables All book debts, principal amounts and interest, costs, charges etc. (including

coupon, premium and/or any default / penal interest) owing to or receivable

by the Issuer, both present and future, in respect of certain securities / loans/

inter-corporate deposits subscribed to / given / placed by the Issuer, and all

benefit, rights, interest, claims and demands of the Issuer in, to or in respect

of all the aforesaid amounts, both present and future.

Record Date The date, as may be fixed by the Company, which shall be atleast 7 (seven)

days (or such other date as the Board may decide) before, the determination

of the persons entitled to receive Interest and/or Principal Amount in respect

of the Debentures.

Reference Date The date on which the Issuer receives the subscription monies from the

Subscribers with respect to issue of Debentures.

Refund Amount Means the refund of the subscription monies received from the investors, in

case of delay by the Issuer in execution of the necessary documents creating

security interest.

Registrar to the Issue Link Intime India Pvt. Ltd.

ROC/Registrar of Companies The Registrar of Companies, Maharashtra, Mumbai.

Rs./Rupees/INR Indian Rupees.

RTGS Real Time Gross Settlement, an electronic funds transfer facility provided

by RBI.

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 EBM Circular(s) The circular dated January 5, 2018 (bearing reference no.

SEBI/HO/DDHS/CIR/P/2018/05) and the circular dated August 16, 2018

(bearing reference no. SEBI/HO/DDHS/CIR/P/2018/122) in respect of

‘Electronic Book Mechanism for Issuance of Securities on Private

Placement Basis’ issued by SEBI.

SEBI 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.


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Transaction Documents All documents entered into/ to be entered into in relation to the issuance of

the Debentures and/or other rights and privileges of the Investors and the

Debenture Trustee including but not limited to the Debenture Trust Deed,

Debenture Trustee Agreement, this Disclosure Document, and any other

agreement or document mutually agreed by the Debenture Trustee and the

Issuer to be a ‘Transaction Document’, including those specified in the

chapter ‘Issue Details’ of this Information Memorandum.

WDM Segment Wholesale Debt Market segment of BSE.


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DISCLAIMER

This Information Memorandum is neither a prospectus nor a statement in lieu of a prospectus. This

Information Memorandum is prepared in conformity with the SEBI Regulations. The Issue of

Debentures to be listed on the WDM Segment is being made strictly on a private placement basis.

This Information Memorandum is not intended to be circulated to more than 200 persons in the

aggregate in a financial year. Multiple copies hereof given to the same entity shall be deemed to be

given to the same person and shall be treated as such. It does not constitute and shall not be deemed

to constitute an offer or an invitation to subscribe to the Debentures to the public in general. This

Information Memorandum should not be construed to be a prospectus or a statement in lieu of

prospectus under the Act.

This Information Memorandum has been prepared solely to provide general information about the

Issuer to Eligible Investors 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 a recommendation to purchase any

Debentures. Each investor contemplating purchasing any Debentures should make its own

independent investigation of the financial condition and affairs of the Issuer, and its own appraisal

of the creditworthiness of the Issuer. 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 investor's particular circumstances. By

subscribing to the Issue, Eligible Investors shall be deemed to have acknowledged that the Issuer

does not owe them a duty of care in this respect. Accordingly, none of the Issuer’s officers (including

Principal Officer and/or its directors) or employees shall be held responsible for any direct or

consequential losses suffered or incurred by any recipient of this Information Memorandum as a

result of or arising from anything expressly or implicitly contained in or referred to in this

Information Memorandum or any information received by the recipient in connection with this

Issue.

The Issuer confirms that, as of the date hereof, this Information Memorandum (including the

documents incorporated by reference herein, if any) contains all information that is material in the

context of the Issue and issue of the Debentures, is accurate in all material respects and does not

contain any untrue statement of a material fact or omit to state any material fact necessary to make

the statements herein, in the light of the circumstances under which they are made, not misleading.

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 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 his own risk.


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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 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 persons 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 without

the consent of the Issuer. The recipient agrees to keep confidential all of such information provided

(or made available hereafter), including, without limitation, the existence and terms of such

transaction, any specific pricing information related to the transaction or the amount or terms of any

fees payable to us or other parties in connection with such transaction. 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 recipient will promptly return all material

received from the Issuer (including this Information Memorandum) without retaining any copies

thereof, all in accordance with such confidentiality agreement. If any recipient of this Information

Memorandum decides not to participate in the Issue, the 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.

Neither the delivery of this Information Memorandum nor any sale of Debentures made hereunder

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. The Issuer does not undertake to

update the Information Memorandum to reflect subsequent events after the date of the Information

Memorandum and thus no reliance should be placed on such subsequent events without first

confirming its accuracy with the Issuer.

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 investors in the Issue on the strict understanding

that it is confidential.

DISCLAIMER IN RESPECT OF JURISDICTION

This Issue is made in India to investors as specified under 'Eligible Investors' in the section 'Issue

Procedure' of this Information Memorandum, who shall be specifically approached 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 non-exclusive jurisdiction of the courts and tribunals

of 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.


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DISCLAIMER CLAUSE OF THE STOCK EXCHANGE

As required, a copy of this Information Memorandum has been filed with the BSE Ltd. in terms of

the SEBI Regulations. It is to be distinctly understood that submission of this Information

Memorandum to the BSE Ltd. should not in any way be deemed or construed to mean that this

Information Memorandum has been reviewed, cleared or approved by the BSE Ltd. nor does the

BSE Ltd. in any manner warrant, certify or endorse the correctness or completeness of any of the

contents of this Information Memorandum, nor does the BSE Ltd. warrant that the Issuer’s

Debentures will be listed or will continue to be listed on the BSE Ltd. nor does the BSE Ltd. take

any responsibility for the soundness of the financial and other conditions of the Issuer, its promoters,

its management or any scheme or project of the Issuer.

DISCLAIMER CLAUSE OF THE SECURITIES & EXCHANGE BOARD OF INDIA

As per the provisions of the SEBI Regulations, a copy of this Information Memorandum has not

been filed with or submitted to the SEBI. 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. 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. The issue of Debentures being made

on a private placement basis, filing of this document is not required with SEBI, however SEBI

reserves the right to take up at any point of time, with the Issuer, any irregularities or lapses in this


DISCLAIMER CLAUSE OF CREDIT RATING AGENCY

The ratings by the Credit Rating Agency should not be treated as a recommendation to buy, sell or

hold the rated debt instruments. The Credit Rating Agency ratings are subject to a process of

surveillance which may lead to a revision in ratings. Please visit Credit Rating Agencies’ websites

http://www.icra.in or contact the Credit Rating Agencies’ office for the latest information on Credit

Rating Agencies’ ratings. All information contained herein has been obtained by the Credit Rating

Agency from sources believed by it to be accurate and reliable. Although reasonable care has been

taken to ensure that the information herein is true, such information is provided ‘as is’ without any

warranty of any kind, and the Credit Rating Agency in particular, makes no representation or

warranty, express or implied, as to the accuracy, timeliness or completeness of any such information.

All information contained herein must be construed solely as statements of opinion and Credit

Rating Agency shall not be liable for any losses incurred by users from any use of this publication

or its contents. Please refer to Annexure 2 of this Information Memorandum for the credit rating

rationale and further details.

DISCLAIMER OF THE RESERVE BANK OF INDIA

The Debentures have not been recommended or approved by the RBI nor does RBI guarantee the

accuracy or adequacy of this document. It is to be distinctly understood that this document should

not, in any way, be deemed or construed that the Debentures have been recommended for investment

by the RBI. RBI does not take any responsibility either for the financial soundness of the Issuer, or

the Debentures being issued by the Issuer or for the correctness of the statements made or opinions

expressed in this document. Potential investors may make investment decision in the Debentures

offered in terms of this Information Memorandum solely on the basis of their own analysis and RBI

does not accept any responsibility about servicing/repayment of such investment.

RBI does not accept any responsibility or guarantee about the present position as to the financial

soundness of the Company or for the correctness of any of the statements or representations made

or opinions expressed by the Company and for discharge of liability by the Company.


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Neither is there any provision in law to keep, nor does the Company keep any part of the deposits

with the RBI and by issuing the Certificate of Registration to the Company, the Reserve Bank neither

accepts any responsibility nor guarantee for the payment of the deposit amount to any depositor.

CAUTIONARY NOTE

This Information Memorandum is not intended to provide the sole basis of any credit decision or

other evaluation and should not be considered as a recommendation that any recipients of this

Information Memorandum should invest in the Debentures proposed to be issued by the Issuer. Each

Eligible Investor should make its own independent assessment of the investment merit of the

Debentures and the Issuer. Eligible Investors should consult their own financial, legal, tax and other

professional advisors as to the risks and investment considerations arising from an investment in the

Debentures and should possess the appropriate resources to analyze such investment and the

suitability of such investment to such investor’s particular circumstance. This Information

Memorandum is made available to Eligible Investors on the strict understanding that it is

confidential. Recipients shall not be entitled to use any of the information otherwise than for the

purpose of deciding whether or not to invest in the Debentures.

No person including any employee of the Issuer has been authorized to give any information or to

make any representation not contained in this Information Memorandum. Any information or

representation not contained herein must not be relied upon as having being authorized by or on

behalf of the Issuer. Neither the delivery of this Information Memorandum at any time nor any

statement made in connection with the offering of the Debentures shall under the circumstances

imply that any information/representation contained herein is correct at any time subsequent to the

date of this Information Memorandum. The distribution of this Information Memorandum or the

Application Forms and the offer, sale, pledge or disposal of the Debentures may be restricted by law

in certain jurisdictions. This Information Memorandum does not constitute an offer to sell or an

invitation to subscribe to the Debentures in any jurisdiction to any person to whom it is unlawful to

make such offer or invitation in such jurisdiction. Persons into whose possession this Information

Memorandum comes are required by the Issuer to inform themselves about and observe any such

restrictions. The sale or transfer of these Debentures outside India may require regulatory approvals

in India, including without limitation, the approval of the RBI.

ISSUE OF DEBENTURES IN DEMATERIALISED FORM

The Debentures will be issued only 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 DP's name,

DP ID and beneficiary account number must be mentioned at the appropriate place in the

Application Form. The Issuer shall take necessary steps to credit the Debentures allotted to the

depository account of the investor. The Issuer shall ensure the Debentures are credited to the Demat

accounts of the Subscribers within 10 (ten) Working Days from the Deemed Date of Allotment.

CONSENTS

Catalyst Trusteeship Limited has given its written consent for its appointment (annexed hereto in

Part - A of Annexure - 1 hereof) as Debenture Trustee to the Issue and inclusion of its name in the

form and context in which it appears in this Information Memorandum.


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FORWARD-LOOKING STATEMENTS

The Company may have included statements in this Information Memorandum, that contain words

or phrases such as “will”, “would”, “aim”, “aimed”, “will likely result”, “is likely”, “are likely”,

“believe”, “expect”, “expected to”, “will continue”, “will achieve”, “anticipate”, “estimate”,

“estimating”, “intend”, “plan”, “contemplate”, “seek to”, “seeking to”, “trying to”, “target”,

“propose to”, “future”, “objective”, “goal”, “project”, “should”, “can”, “could”, “may”, “will

pursue” and similar expressions or variations of such expressions, that may constitute “forward-

looking statements”. These forward-looking statements involve a number of risks, uncertainties and

other factors that could cause actual results, opportunities and growth potential to differ materially

from those suggested by the forward-looking statements. These risks and uncertainties include, but

are not limited to:

• General economic and business conditions in India and other countries (including where the

Company has a presence);

• The Company’s ability to successfully implement its strategy, its growth and expansion plans

and technological changes;

• The Company’s ability to manage the increased complexity of the risks that the Company

faces following its rapid growth;

• Changes in the value of the Rupee and other currency changes;

• Changes in Indian or international interest rates, credit spreads and equity market prices;

• Changes in laws and regulations that apply to NBFC in India and in other countries where the

Company is carrying on business;

• Changes in political conditions in India and in other countries where the Company is carrying

on business; and

• Changes in the foreign exchange control regulations in India and in other jurisdictions where

the Company is carrying on business.

The Company undertakes no obligation to update forward-looking statements to reflect events or

circumstances after the date thereof. In addition, other factors that could cause actual results to differ

materially from those estimated by the forward-looking statements contained in this Information

Memorandum include, but are not limited to general economic and political conditions in India and

the other countries which have an impact on the Company's business activities or investments,

political or financial instability in India or any other country caused by any factor including any

terrorist attacks in India, the United States or elsewhere or any other acts of terrorism world-wide,

any anti-terrorist attacks, the monetary and interest rate policies of India, political or financial

instability in India or any other country, or military armament or social/ civil unrest in any part of

India, inflation, deflation, unanticipated turbulence in interest rates, changes in the value of the

Rupee, foreign exchange rates, equity prices or other rates or prices, the performance of the financial

markets and level of internet penetration in India and globally, changes in domestic and foreign

laws, regulations and taxes, changes in competition and the pricing environment in India and

regional or general changes in asset valuations. For a further discussion on the factors that could

cause actual results to differ, see the discussion under “Management’s Perception of Risk Factors”

contained in this Information Memorandum.


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LIMITS ON DISTRIBUTION

This Information Memorandum is not for distribution (directly or indirectly) in any jurisdiction other

than India unless the Issuer has intentionally delivered this Information Memorandum in such

jurisdiction and event then only for the limited purpose intended by the Issuer. This is not an offer

for sale of Debentures, nor a solicitation to purchase or subscribe for Debentures, in any jurisdiction

where such offer, sale or solicitation would be unlawful. The Debentures have not been and will not

be registered under the laws of any jurisdiction (other than India; to the extent mandatory under

Applicable Laws in India). The distribution of the Information Memorandum in certain jurisdictions

may be prohibited by law. Recipients are required to observe such restrictions and the Company or

its respective Affiliates accept no liability to any person in relation to the distribution of information

in any jurisdiction.


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16

PART A - FORM PAS-4

(Pursuant to Section 42 of the Companies Act, 2013 and Rule 14(1) of the Companies (Prospectus

and Allotment of Securities) Rules, 2014)

1. GENERAL INFORMATION

NAME & ADDRESS OF THE REGISTERED OFFICE AND CORPORATE OFFICE OF

THE ISSUER

Name of the Issuer Xander Finance Private Limited

Registered Office & Corporate Office 101, 5 North Avenue, Maker Maxity, Bandra Kurla

Complex, Bandra East, Mumbai – 400051

Maharashtra, India

Website www.xanderfinance.com

Email [email protected]

Date of Incorporation January 10, 1997

Company Registration No. U65921MH1997PTC258670

BRIEF SUMMARY OF THE BUSINESS ACTIVITIES OF THE ISSUER AND ITS

BRANCHES

Business Overview

The Company was incorporated as a private limited company having Corporate Identification

Number U65921MH1997PTC258670 in the name and style of ‘Chhattisgarh Finlease Private

Limited’ and registered with the Registrar of Companies, New Delhi (Certificate of Incorporation

dated January 10, 1997). Pursuant to change of its name to ‘Xander Finance Private Limited’, new

Certificate of Incorporation was issued on February 24, 2011 and pursuant to change of its registered

office, the registration was shifted to Registrar of Companies, Mumbai, Maharashtra. It is also

registered with the Reserve Bank of India as Systemically Important Non-Banking Financial

Company, and is subject to regulatory supervision by the Department of Non-Banking Supervision

of the RBI. The Company was setup to address underserved credit segments and the tight liquidity

situation in real estate, manufacturing and services sector in India. The Company provides debt to

the corporate sector for various purposes such as growth financing, acquisition financing and project

funding. The Company operates through its head office / corporate office at Mumbai and also has

presence in cities such as Delhi-NCR, Bengaluru, Chennai and Pune through its branch offices.

The Company draws upon the expertise of The Xander Group as well as its own team to maintain

focus on lending to real estate companies. This sector also offers a high degree of asset collateral in

the form of land, buildings and build units.

While the focus is on lending to real estate developers, the Company is also building out its loan

book to companies in manufacturing and service sector.

In both these segments (viz. real estate and corporate lending), the focus is on lending against cash

flows secured by underlying hard collateral as follows:

Real Estate Lending: Projects which aid in cash flow visibility and comfort of the underlying hard

asset (land and building) as mortgage. In real estate, the experience and abilities of the developer in

the micro market where the financing is being considered plays a significant role. The focus is on

http://www.xanderfinance.com/



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top 7 cities viz. Delhi-NCR, Mumbai, Bangalore, Chennai, Kolkata, Hyderabad and Pune. Also,

exposure to residential segment is likely to be far higher in the near to medium term followed by

office, retail and hospitality.

Corporate Lending: Mature and stable underlying operating businesses which provide opportunities

for lending either at the operating company and holding company level. The company sees

opportunities in various industry clusters such as:

• Physical and Social Infrastructure

• Information Technology, Media and Telecommunications

• Automobiles, Engineering and Construction

• Metals, Mining and Energy

• Consumer and Foods

• Education

A well-experienced and energetic team, distinct and specialised target markets, well-defined lending

strategy, and strong processes have enabled the Company to successfully execute and close various

transactions across India.

BRIEF PARTICULARS OF THE MANAGEMENT OF THE COMPANY

The operational framework of the Company consists of the Board, various committees of the Board

and an operating management team. The Board provides vision, strategy and direction. The Board

has also framed various committees to ensure adequate supervision and guidance to the Company

in its operations.

The management team comprises of the senior personnel from the Company and it is headed by the

Managing Director & CEO. The management team is responsible to implement the direction and

framework set out by the Board in achieving the objectives of the Company.

Names, addresses, DINs and occupations of the directors – Board of Directors

The following table sets forth the details of the directors of the Issuer as on the date of this

Information Memorandum:

Sr.

No

Name,

designation

and DIN

Age Address Director

of the

Issuer

since

Details of

directorship

in other

Indian

entities

Occupation

1. Mr. Rohan

Sikri, Director

(DIN:

00216343)

46

years

108 Grange RD

#03-06

Singapore

249595 SG

August

30, 2010

Nil Professional

2. Mr. Amar

Merani

Managing

Director

(DIN:

07128546)

50

years

A-47/ 1344,

Adarsh Nagar,

Worli, Mumbai

– 400030,

Maharashtra

March 24,

2015

Yuj Home

Finance

Private

Limited

Professional


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Sr.

No

Name,

designation

and DIN

Age Address Director

of the

Issuer

since

Details of

directorship

in other

Indian

entities

Occupation

3. Mr. Rohit

Khandelwal,

Director

(DIN:

07701298)

36

years

19, Shelford

Rd, #01-25

Singapore,

288408

December

14, 2016

Xander

Advisors

India Private

Limited

Professional

4. Mr. Sandeep

Chhabda,

Director

(DIN:

08331848)

38

years

House No-409,

Opp.

Panchshila

Club, Sarva

Priya

Apartments,

Hauz Khas,

S.O. South

West Delhi,

Delhi - 110016

November

13, 2019

1. Yuj Home

Finance

Private

Limited

2. Xander

Advisors

India

Private

Limited

Professional

The Issuer hereby confirms that none of its directors are on the RBI defaulter list and/or the Export

Credit Guarantee Corporation default list. The Issuer also confirms that its directors have not been

disqualified under the Act in any of the companies in which they were directors in the previous

financial year and that they stand free from any disqualification from being a director. The issuer

also confirms that there is no nature of family relationship between any of the directors of the Issuer.


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MANAGEMENT’S PERCEPTION OF RISK FACTORS

Every business carries inherent risks and uncertainties that can affect financial conditions, results of

operations and prospects. Investors should carefully consider all the information in this Information

Memorandum, including the risks and uncertainties described below, as well as the financial

statements contained in this Information Memorandum, before making an investment in the

Debentures. The Company believes that the following risk factors may affect its ability to fulfil its

obligations under the Debentures issued under the Transaction Documents. All of these factors are

contingencies which may or may not occur and the Company is not in a position to express a view

on the likelihood of any such contingency occurring.

The risks and uncertainties described in this section are not the only risks that the Company currently

faces. Additional risks and uncertainties not known to the Company or that the Company currently

believes to be immaterial may also have an adverse effect on its business, prospects, results of

operations and financial condition. If any of the following or any other risks actually occur, the

Company’s business, prospects, results of operations and financial condition could be adversely

affected and the price and value of your investment in the Debentures could decline such that you

may lose all or part of your investment. The financial and other related implications of risks

concerned, wherever quantifiable, have in good faith been disclosed in the risk factors mentioned

below. However, there are certain risk factors where such implications are not quantifiable and

hence any quantification of the underlying risks has not been disclosed in such risk factors. You

should not invest in the Issue unless you are prepared to accept the risk of losing all or part of your

investment, and you should consult your own tax, financial and legal advisors about the particular

consequences of an investment in the Debentures. Unless otherwise stated, the financial information

used in this section is derived from Company’s h unconsolidated financial information, prepared in

accordance with accounting standards generally accepted in India.

The following are some of the risks envisaged by the Issuer’s management. Investors should

consider the same carefully for evaluating the Issuer and its business before making any investment

decision. Unless the context requires otherwise, the risk factors described below apply to the Issuer

only. If any one of the risks occurs, the Company’s business, financial condition and results of

operations could suffer and therefore the value of the Issuer’s securities could decline. The labeling

of the Debentures as a particular or different Series does not in any manner indicate either the quality

of the Debentures or their future prospects.

The Company believes that the factors described below represent the principal risks inherent in

investing in the Debentures issued under this Information Memorandum, but the inability of the

Issuer, as the case may be, to pay necessary amounts, on or in connection with any Debentures may

occur for other reasons and the Issuer does not represent that the statements below regarding the

risks of holding any Debentures are exhaustive. Investors should also read the detailed information

set out elsewhere in this Information Memorandum and reach their own views prior to making any

investment decision.

1. Limited Liability of Promoters:

The Promoters and/or its shareholders are not responsible for any loss resulting from the Company

beyond their contribution of the equity share capital of the Company (to the extent of unpaid share

capital, if any). Hence, any loss arising out of the Company’s business will result in erosion of the

Company’s net-worth.


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2. Changes in shareholding, business profile and company policies can impact the

Company’s financial profile:

The shareholding pattern of the Company may change at any point of time either due to the

regulatory requirements, or due to corporate action such as rights issues / issuance of new shares, or

due to transfer of shares. The change in shareholding may also impact Company’s business profile.

3. Availability of funds at commercially acceptable rates and its impact on the

Company’s business profitability:

The Company’s business depends on its timely access to and the costs associated with raising

capital. The Company cannot assure you that it would be able to borrow funds at commercially

acceptable terms, or at all, in the future. Thus, in order to honour its lending commitments, the

Company may be required to avail of short-term loans at high costs, which may in turn affect its

spread on loans and thereby effect its financial condition.

Additionally, competition in the industry in which the Company operates depends on, among other

things, the ongoing evolution of government policies relating to the industry and the entry of new

participants into the industry. The Company’s competitors include banks, NBFCs, and financial

institutions. The Company’s ability to compete effectively depends on its ability to maintain a low

effective cost of funds. If the Company is unable to access funds at an effective cost that is

comparable to or lower than its competitors, it may not be able to offer competitive interest rates for

its loans. This would have an adverse impact on the business, prospects, results of operations and

financial condition of the Company. Unavailability of borrowings at commercially acceptable terms,

or at all, may adversely affect Company’s capacity to lend in the future and hence would have an

adverse effect on its business, prospects, results of operations and financial condition.

4. Retention of key management personnel is a critical success factor for continued

business performance:

The Company’s future performance will be affected by the continued service of its key management

personnel and its ability to attract and retain skilled personnel. The Company also faces a continuing

challenge to recruit and retain a sufficient number of suitably skilled personnel, particularly as it

utilizes the experienced understanding of its management of risks and opportunities associated with

its business, and continue to grow and broaden its business activities. There is significant

competition in India for qualified personnel, and it may be difficult to attract, adequately compensate

and retain the personnel the Company needs in the future. The Company does not maintain a “key

man” insurance policy. Inability to attract and retain appropriate managerial personnel, or the loss

of key personnel could adversely affect the business, prospects, results of operations and financial

condition of the Company.

5. Exposure to credit, market and liquidity risks and its impact on asset profile, credit

rating, profitability and debt-servicing ability of the Company:

The Company’s revenues depend on its ability to efficiently manage its credit, market and liquidity

risks. The Company’s borrowing (including through debentures and commercial papers) is expected

to be at a fixed-rate of interest, given the current market conditions. While the Company has the

flexibility to revise its lending rates, it will still be exposed to interest rate risk, loan re-pricing risk,

liquidity mismatch; additionally, this can also impact the margins and profitability of the Company.

Any liquidity mismatch has the potential of affecting the debt servicing ability of the Company.


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The successful management of credit, market and operational risk is an important consideration in

managing Company’s liquidity risk because it affects the evaluation of its credit ratings by rating

agencies. Rating agencies may reduce or indicate their intention to reduce the ratings at any time,

which may lead to increase in the borrowing costs, limit the access to capital markets and adversely

affect Company’s ability to engage in business transactions or retain the customers. There can be no

assurance that the Company will not experience any downgrade in its debt ratings in future.

6. Volatility in interest rates can impact Company’s lending and borrowing rates,

thereby impacting its interest margins and profitability:

The Company has no control on the interest rates in the economy and its lending rates are not directly

linked to its borrowing rates. Hence, the Company is exposed to volatility in the prevailing interest

rates. The Company cannot claim to manage its interest rate risk fully in the future. The Company

could also face asset-liability mismatches, which could affect its liquidity position.

The Company’s results of operations depend substantially on the level of net interest income, which

is the difference between our interest and other income charges, and the interest expense and other

borrowing costs. The Company’s interest income is affected by any volatility in interest rates in its

lending operations. Interest rates are highly sensitive to many factors beyond the control of the

Company - in particular, any change in the macroeconomic conditions, monetary policies of the

RBI, deregulation of the financial sector in India, domestic and international economic, political,

and socio-economic conditions and other factors, may directly and/or indirectly cause significant

volatility. In a declining interest rate environment, if our cost of funds does not decline

simultaneously or to the same extent as the yield on our interest-earning assets, it could lead to a

reduction in our interest income and net interest margin.

7. Competitive pressures can impact the growth of assets & net interest margin:

The Company faces significant competition from other banks and institutions in its business and is

expected to provide funds at effective cost. The competition of the Company is with large, more

experienced, substantially resourceful players and this can slowdown the Company’s business

growth. Such competition also competes with the Company for management, operating resources

and capital.

8. Adequacy of internal control systems for enhanced scale of business:

The internal control systems of the Company are commensurate with its current scale of business

and are expected to be strengthened as its business grows in future. But, in case the Company’s

business grows faster than its planned growth, it is possible that its internal control systems may

prove inadequate for some time. Any such inadequacy of internal systems will affect the

effectiveness of its risk management and consequently its business and financial strength.

9. The Company depends on the accuracy and completeness of un-audited information

provided by its potential borrowers; any wrong information can potentially damage

the Company’s credit risk evaluation and result in non-performance of its assets:

While the Company has put in place sound credit appraisal systems, it does not guarantee the

accuracy of its credit assessments. Further, the Company’s risk evaluation system and credit-

assessment decisions rely on information furnished to it by potential borrowers and senior lenders,

and opinions provided by financial and legal consultants, advocates, auditors, rating agencies and

other independent sources. We also rely upon representations and warranties from our customers/

third-parties as to accuracy of such information. To further verify the information provided by

potential borrowers, the Company relies upon reports from TransUnion CIBIL Limited (“CIBIL”)

for creditworthiness and encumbrances on collateral. Though the Company has formulated policies


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to prevent frauds in accordance with the know-your-customer guidelines issued by the regulators

and has a well-established and streamlined credit appraisal process, the Company cannot assure you

that information, representations, opinions and data sourced by the Company (from above-

mentioned sources or any other sources) will be accurate, and that its credit opinions are insulated

from any inaccuracy and incompleteness of such sources. Further, we may receive inaccurate or

incomplete information, as a result of negligence or fraudulent misrepresentation. The aforesaid, in

turn, may affect our business, asset quality and financial strength.

10. Concentration to few sectors exposes the Company to any adverse developments

pertaining to that sector:

The business of the Company may be concentrated only to a few sectors. Accordingly, any negative

trends or adverse developments in such sectors, particularly those that may affect the borrowers of

the Company, could increase the level of non-performing assets in the Company’s portfolio and

adversely affect its business and financial performance. In particular, our borrowers may be affected

by sector-specific and general disruptions, such as third party performance risks, delays in obtaining

approvals, environmental risks, changes in market conditions, changes in government or regulatory

policies, permits, licenses or certifications from the relevant authorities, as well as shortages of, or

material increase in construction cost/ material costs/ labour costs/ availability, which may lead to

delay in and/or prevent the completion of projects. Consequently, in addition to affecting our

borrowers’ ability to service loans, the value of collateral may also stand significantly diminished.

These external factors, which may be entirely beyond the control of the Company, can directly affect

the financial condition of the Company.

11. Risks relating to listing and trading – Lack of market for the Debentures

Trading in the Debentures may be halted due to market conditions or under the directions of SEBI.

There could also be trading halts caused by extraordinary market volatility. Further, there can be no

assurance that the requirements of the exchange necessary to maintain the listing of the Debentures

will continue to be met or will remain unchanged. Listing and trading of the units are undertaken on

the stock exchanges within the rules, regulation and policy of the stock exchange and SEBI. Any

change in trading rules, regulation and policy by the regulatory authority would have a bearing on

the trading of the Debentures.

The Company does not guarantee that the Debentures issued pursuant to the Issue will be listed on

BSE in a timely manner, or at all or that monies refundable will be refunded in a timely manner.

Though the Debentures are proposed to be listed on the stock exchange, there is no assurance that

an active secondary market will develop. Hence, there would be times when trading in the

Debentures would be infrequent.

There can be no assurance that a public market for these Debentures would develop and if developed,

will remain so for the tenure of the Debentures. There is no obligation for the Company to develop

or maintain the market for the Debentures. The liquidity and market price of the Debentures would

be affected by the lack of market, and this could also result in market price of Debentures being

traded at a discount to the purchase price.

12. Any downgrading in credit rating of Debentures will affect the trading and pricing of

the Debentures:

The Company cannot guarantee that the current rating of the Debentures will not be downgraded or

that the revised ratings obtained for Debentures issued beyond the above noted limits will be the

same as the current rating of the Debentures. The ratings may also be suspended, withdrawn or put

on watch by the rating agencies. Any such rating actions may lower the value of the Debentures and


Serial No.: ___




23

may also affect the Company’s ability to raise further equity through issue of Debentures or

otherwise. This will affect the resource capability and business prospects of the Company.

13. No Debenture Redemption Reserve

Pursuant to Rule 18(7)(b)(iv)(a) of the Companies (Share Capital and Debentures) Rules, 2014,

NBFCs registered with the Reserve Bank of India under Section 45-IA of the Reserve Bank of India

Act, 1934 are not required to create a debenture redemption reserve for any privately placed

debentures. Accordingly, no debenture redemption reserve is being created for the present Issue.

14. General Risk - Prevailing conditions in India

Our Company is incorporated in India and our customers, assets, employees and KMP are located

in India. As such, we are dependent on the prevailing conditions in India and our operations are

affected by factors influencing the Indian economy. Consequently, the Company’s ability to pay

interest accrued on the Debentures and/or the principal amount outstanding from time to time in

connection therewith would be subject to various factors, including, but not limited to, its financial

condition, profitability and the general economic conditions in India. The Company cannot assure

that it would be able to repay the principal amount outstanding on the Debentures and/or the interest

accrued thereon in a timely manner, or at all.

Any slowdown, whether actual or perceived, of the Indian economy or specific sectors of the Indian

economy could adversely impact our business, operations and financial condition. Factors that may

affect/ cause slowdown of the Indian economy/ sector thereof, and consequently, hamper our

operations/ financial condition, may include:

- Changes in India’s tax, fiscal or monetary policies;

- Political instability, terrorism, or military conflict in India and/or elsewhere in the world;

- Social and/or religious/ communal disturbances in India and/or elsewhere in the world;

- Occurrence of natural or man-made disasters;

- Pandemics arising from contagious/ infectious diseases or other serious public health

concerns;

- Fluctuation in inflation;

- Increase in lending rates;

- Scarcity of credit/ financing in India.

In particular, the present global Covid-19 pandemic, which is still unfolding, is likely to disrupt the

global and Indian economy, socio-economic norms, Applicable Laws and regulations, and

consequently, may bear unforeseen, adverse consequences for the real-estate sector and financial

services sector in general, and the Company, in particular.

DETAILS OF DEFAULT

(i) Statutory Dues: Nil

(ii) Debentures and Interests thereon: Nil

(iii) Deposits and interest thereon: Nil

(iv) Loan from any bank or financial institution and interest thereon: Nil


Serial No.: ___




24

COMPLIANCE OFFICER FOR THE ISSUE

Name, designation, address, phone number and email ID of compliance officer of the

Company for the Issue:

Mr. Pankaj Rathi

Compliance Officer

Xander Finance Private Limited

101, 5 North Avenue Maker Maxity,

Bandra Kurla Complex,

Bandra East,

Mumbai – 400051

Tel : +91 22 61196005

Fax : +91 61196080


DEFAULT IN ANNUAL FILING OF THE COMPANY

Any Default in Annual filing of the company under the Companies Act, 2013 or the rules made

thereunder: Nil



Serial No.: ___




25

2. PARTICULARS OF THE OFFER

Financial position of the Company for the last 3 financial years

- Summary of the financial position of the Issuer for the respective financial year ended on

March 31, 2020, March 31, 2019, and March 31, 2018, are as stipulated in Part-A of

Appendix - 1 of this Information Memorandum.

Date of passing of board resolution in respect of the Issue

- May 20, 2020

Date of passing of resolution in the general meeting, authorising the offer of securities

- September 25, 2019

Kind of securities offered (i.e. whether share or debenture) and class of security; the total

number of shares or other securities to be issued

- 1000 listed, secured, fully redeemable, non-convertible debentures of the face value of Rs.

10,00,000/- (Rupees Ten Lakhs only) each for cash at par aggregating upto Rs.

100,00,00,000/- (Rupees One Hundred Crores only).

Price at which the security is being offered including the premium, if any, alongwith

justification of the price

- Face value/ At par

Name and address of the valuer who performed valuation of the security offered, and basis on

which the price has been arrived at along with report of the registered valuer;

- Not Applicable (as the Debentures are being issued at face value and at par)

Relevant date with reference to which the price has been arrived at

(Relevant date means a date atleast thirty days prior to the date on which the general meeting of the

Company is scheduled to be held)

- Not Applicable (as the Debentures are being issued at face value and at par)

The class or classes of persons to whom the allotment is proposed to be made

- As described in the paragraph 'Eligible Investors' under Issue Procedure section of Part B-

Additional Disclosures) of this Information Memorandum.

The proposed time within which the allotment shall be completed

- Within 10 (ten) Working Days from the Deemed Date of Allotment

The change in control, if any, in the company that would occur consequent to the private

placement

- Not applicable


Serial No.: ___




26

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

- Not applicable

Amount which the company intends to raise by way of proposed offer of securities

- In aggregate upto Rs. 100,00,00,000/- (Rupees One Hundred Crores only)

Terms of raising of securities – duration, if applicable, rate of dividend or rate of interest, mode

of payment and repayment

- Refer section on ‘Summary of Key Terms’ appearing in the chapter titled ‘Issue Details’ of

Part B – Additional Disclosures of this Information Memorandum.

Proposed time schedule for which the offer letter is valid

- Pursuant to Regulation 21A of the SEBI (Issue and Listing of Debt Securities) Regulations,

2008, this Information Memorandum shall be valid for a period of 180 days from the date

of filing of the Information Memorandum (or such other period as may be specified under

Applicable Laws in the future) with the relevant stock exchange.

- However, the Issuer intends to close this Issue as per the Issue Timing specified in the

chapter titled ‘Issue Details’ of Part B – Additional Disclosures of this Information

Memorandum.

Purposes and objects of the offer

- The proceeds of this Issue shall be utilised by the Issuer towards meeting ongoing fund

requirements of the Issuer’s business.

- It is clarified that the proceeds of this Issue shall not be utilised towards activities like

investment in capital market, acquisition or purchase of land, or usages that are restricted

for bank financing under RBI regulations.

Contribution being made by the promoters or directors either as part of the offer or separately

in furtherance of such objects

- Nil

Principal terms of assets charged as security, if applicable

- Refer section on ‘Security Creation’ in the ‘Summary of Key Terms’ appearing in the

chapter titled ‘Issue Details’ of Part B – Additional Disclosures of this Information

Memorandum.


Serial No.: ___




27

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

Sl. No. Category Pre-Issue Post-issue

No of shares

held

% of

shareholding

No of shares

held

% of

shareholding

A Promoters

holding

1 Indian

Individual - - - -

Bodies corporate - - - -

Sub -total - - - -

2 Foreign

promoters

147,240,866 99.45% 147,240,866 99.45%

Sub -total (A) 147,240,866 99.45% 147,240,866 99.45%

B Non- Promoters

holding

1 Institutional

investors

- - - -

2 Non-institutional

investors

3 Private corporate

bodies

- - - -

4 Directors and

relatives

390,710 0.26% 390,710 0.26%

5 Indian Public 371,021 0.26% 371,021 0.26%

6 Others [including

Non-resident

Indians(NRIs)]

47,619 0.03% 47,619 0.03%

Sub-total (B) 809,350 0.55% 809,350 0.55%

Grand total 148,050,216 100.00% 148,050,216 100.00%


Serial No.: ___




28

3. MODE OF PAYMENT FOR SUBSCRIPTION

Not permitted:

• Cheque (Not permitted)

• Demand Draft (Not permitted)

Permitted:

• Other Banking Channels: Electronic funds transfer to the Clearing Corporation Account.

4. DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS,

LITIGATION, ETC.

(i) Any financial or other material interest of the directors, promoters or key

managerial personnel in the offer and the effect of such interest in so far as it is

different from the interests of other persons

- Nil

(ii) 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 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

- Nil

(iii) Remuneration of directors (during the current year and last three financial years):

Particulars FY 19-20

(in INR)

FY 18-19

(in INR)

FY 17-18

(in INR)

Mr. Amar Merani 2,49,00,000 3,36,11,623 2,82,92,078

Mr. Sandeep Chhabda 34,37,500 - -

Total 2,83,37,500 3,36,11,623 2,82,92,078

Note: Mr. Chhabda was appointed as a director w.e.f. November 13, 2019, and the

figures are reflected accordingly.

(iv) 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 see the next page


Serial No.: ___




29

Particulars 31-Mar-20

(in INR)

31-Mar-19

(in INR)

31-Mar-18

(in INR)

Xander Credit Pte. Limited,

Holding Company

Payment of Interim Dividend 8,09,82,477 22,82,23,343 20,61,37,214

Yuj Home Finance Private

Limited,

Subsidiary Company

Investment in subsidiary

-

-

12,00,00,000

Xander Advisors India Private

Limited

Company where the directors have

significant influence

Cost incurred towards reimbursement

of expenses

1,28,78,310 - -

Key Management Personnel

Remuneration 3,47,01,500 3,91,99,755 4,25,01,082

(v) 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;

- Nil

(vi) 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 company and all of its subsidiaries, and if there 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;

- Nil

(vii) 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.

- Nil


Serial No.: ___




30

5. FINANCIAL POSITION OF THE COMPANY

(a) The capital structure of the Company:

(i) Details of Share Capital as on June 30, 2020:

Share Capital Amount

(INR)

Authorized Share Capital

148,100,000 equity shares of Rs.10 each

148,10,00,000/-

Issued, Subscribed and Paid-up Share Capital


148,05,02,160/-

Paid up capital after the present Issue 148,05,02,160/-

(ii) Size of the present offer

1000 (One Thousand) NCDs, in aggregate not exceeding Rs. 100,00,00,000 (Rupees One

Hundred Crores only).

(iii) Paid up Capital

Particulars Rs.

a. After the offer 148,05,02,160

b. After conversion of convertible instruments, if applicable N.A.

(iv) Share premium account (before and after the offer)

Period Share premium account

Before the offer 151,81,38,907

After the offer 151,81,38,907

(v) Details of the existing share capital of the issuer company in a tabular form, indicating

therein with regard to each allotment, the date of allotment, the number of shares

allotted, the face value of the shares allotted, the price and the form of consideration:

- Details specified in Appendix - 3 of this Information Memorandum.

(vi) Details (number and price) of share allotments made in last one year preceding the

date of the Information Memorandum:

- Nil

(vii) Details of share allotments made in last one year preceding the date of the Information

Memorandum for consideration other than cash:

- Nil


Serial No.: ___




31

(b) Profits of the Company, before and after making provisions for tax, for the three

financial year immediately preceding the date of circulation of offer document:

(Rs. in crores)

Particulars FY 2019-20 FY 2018-19 FY 2017-18

Profit before provision for

tax

54.84 96.12 95.66

Less: provision for tax 14.14 29.45 33.18

Profit after provision for tax 40.70 66.67 62.48

Note: The figures for the year ended March 31, 2020 are reported as per Ind AS and the

figures for FY 2018-19 and FY 2017-18 are reported as per Indian GAAP

(c) Dividends declared by the Company in respect of the said three financial year; interest

coverage ratio for last three years (cash profit after tax plus interest paid/ interest

paid)

(Rs. in crores)


Dividend Declared (Net) 8.14 22.95 20.73


Interest Coverage Ratio 1.60 1.90 2.12

(d) A summary of the financial position of the Company (as in the last three audited

balance sheets immediately preceding the date of issue of private placement offer cum

application letter)

- Summary of the financial position of the Issuer for the financial year ended March 31, 2020,

March 31, 2019, and March 31, 2018, are as stipulated in Part-A of Appendix - 1 of this


(e) Audited Cash Flow Statement for the three years immediately preceding the date of

circulation of Information Memorandum

- Please refer to Part-B of Appendix - 1 of this Information Memorandum.

(f) Any change in accounting policies during the last three years and their effect on the

profits and the reserves of the Company.

- The financial statements of the Company have been prepared in accordance with the Indian

Accounting Standards (Ind AS) and the relevant provisions of the Companies Act. Until

financial year ended March 31, 2019, the Company followed the GAAP.

- Effective April 01, 2019, the Company adopted Ind AS and the adoption was carried out in

accordance with Ind AS 101, First-time Adoption of Indian Accounting Standards, with

April 1, 2018 as the transition date. The transition was carried out from Indian Accounting

Principles generally accepted in India as prescribed under Section 133 of the Act, read with

Rule 7 of the Companies (Accounts) Rules, 2014 (IGAAP), which was the previous GAAP.


Serial No.: ___




32

- Change in estimate of provision for standard assets: During the financial year 2018-19,

considering the external environment in the real estate sector, the company has made an

additional provision on standard asset amounting to Rs.7,38,09,446. Had the Company used

the estimate applicable in the previous year, the provision on standard assets would have

been lower by this amount.

- Provision for leave encashment: During the financial year 2018-19, the Company has made

a provision for compensated absences beginning current financial year. The compensated

absences are provided on the accumulated leave at the end of the year. The accumulated

leave is expected to be utilized within next 12 months and is treated as short term

compensated absences.

- Change in estimate of provision for standard assets: During the financial year 2017-18, the

Company has provided an additional provision on standard assets of Rs.3,68,89,414

compared to provision made for standard assets during the previous financial year which

was 0.75% of the standard assets. Had the Company used the estimate applicable in the

previous year, the provision on standard assets would have been lower by this amount.

APPLICATION FORM

Enclosed as Appendix – 5 of this Information Memorandum.

DECLARATION BY THE DIRECTORS

Declaration has been made, together with the relevant declarations under the SEBI Regulations,

after the chapter ‘Issue Details’.


Serial No.: ___




33

PART B – ADDITIONAL DISCLOSURES

[Disclosures pursuant to Regulations 5(2)(b), 19(3), 21 and 21A under the SEBI Regulations]

Important Note:

This Part B (Additional Disclosures) of the Information Memorandum should be read in conjunction

with Part A (Form PAS-4) (along with the supporting attachments)

ISSUER INFORMATION

A. Issuer Information

Name: Xander Finance Private Limited

Registered Office: 101, 5 North Avenue, Maker Maxity, Bandra Kurla

Complex, Bandra East, Mumbai – 400051 Maharashtra

Corporate office 101, 5 North Avenue, Maker Maxity, Bandra Kurla

Complex, Bandra East, Mumbai – 400051 Maharashtra

Phone No.: 022-61196010

Fax No.: 022-61196080


Chief Financial Officer &

Compliance Officer:

Mr. Pankaj Rathi

Principal Officer Mr. Sandeep Chhabda

Debenture Trustee Catalyst Trusteeship Limited

Windsor, 6th Floor,

Office No. 604, C. S. T. Road,

Kalina, Santacruz (East), Mumbai – 400098

Registrar Link Intime India Private Limited

C-101, 247, Lal Bahadur Shastri Marg, Surya Nagar,

Gandhi Nagar,

Vikhroli West, Mumbai- 400083

Credit Rating Agency ICRA Limited

Electric Mansion, 3rd Floor, Appasaheb Marathe Marg,

Prabhadevi, Mumbai - 400 025

Auditors: S. R. Batliboi & Co. LLP

14th Floor, The Ruby, 29 Senapati Bapat Marg, Dadar –

(West), Mumbai – 400028

B. Business of the Issuer

1. Overview of the Issuer

Please refer Chapter 1 (General Information) of Part A – Form PAS-4 of this Information

Memorandum.



Serial No.: ___




34

2. Corporate Structure of the Issuer

Please refer Chapter 1 (General Information) of Part A – Form PAS-4 of this Information

Memorandum.

Further, note that the Company has the following (wholly-owned) subsidiary, namely:

Yuj Home Finance Private Limited (CIN: U65999MH2018PTC306531): Pursuant to the

approval received from Ministry of Corporate Affairs on June 28, 2018, name of this

subsidiary was changed from Xander Home Finance Private Limited to Yuj Home Finance

Private Limited (YHFPL). Subject to regulatory approvals, YHFPL proposes to offer a

complete range of housing finance solutions like home loans to borrowers, loan against

property, etc.

3. Key Operational and Financial Parameters

A brief overview of the financial performance of the Issuer for the past 3 (three) audited

financial years is given below:

Parameters

(Rupees in Crores)

Financial Year

2019-20

(Consolidated)

Financial Year

2018-19

(Consolidated)

Financial Year

2017-18

(Consolidated)

Net-worth 558.25 533.50 494.00

Total Debt 666.29 939.10 1121.84

(a) Non-Current Maturities of

Long-Term Borrowing 158.01 526.59 755.84

(b) Short Term Borrowing 120.57 - 41.89

(c) Current Maturities of Long-

Term Borrowing 387.71 412.51 324.11

Net Fixed Assets 8.69 1.26 1.25

Non-Current Assets 598.55 1046.41 1326.22

Cash and Cash Equivalents 200.71 43.18 16.35

Current Investments - - -

Current Assets 587.23 465.03 321.92

Current Liabilities 512.10 433.31 383.96

Asset Under Management 953.62 1442.99 1620.49

Off Balance Sheet Assets - - -

Interest Income 209.30 231.44 196.97

Interest Expenses 91.91 107.34 85.63

Provisioning & write-offs 49.04 6.76 7.58

PAT 41.26 67.17 62.48

Gross NPA (%) - 0.78% 0.69%

Net NPA (%) - 0.62% 0.63%

Tier I Capital Adequacy Ratio (%) 53.02% 35.77% 29.81%

Tier II Capital Adequacy Ratio

(%) 1.25% 1.25% 0.97%

Notes:

1. All figures in INR crores

2. The figures for the year ended March 31, 2020 are reported as per Ind AS and the

figures for FY 2018-19 and FY 2017-18 are reported as per Indian GAAP.

3. Capital to Risk Adequacy Ratio stated above is based on standalone financial

statements.


Serial No.: ___




35

- Gross Debt-Equity ratio of the Company

Before the issue of Debentures (as at June 30, 2020) 1.08 times

After the issue of Debentures (including current Issue) 1.26 times

C. Brief History of the Issuer since its incorporation

History

The Company was incorporated as ‘Chattisgarh Finlease Private Limited’ on 10 January 1997. The

Company is registered with the Reserve Bank of India (‘RBI’) as a Systemically Important Non-

Banking Financial Company (‘NBFC’). The Company was setup to address underserved credit

segments and the tight liquidity situation in real estate, manufacturing and services sector in India.

The Company provides debt to the corporate sector for various purposes such as growth financing,

acquisition financing and project funding.

(i) Details of Share Capital as on June 30, 2020:

Share Capital Amount

(INR)

Authorized Share Capital


148,10,00,000/-

Issued, Subscribed and Paid-up Share Capital


148,05,02,160/-

(ii) Changes in capital structure as on June 30, 2020 and for the last 5 Years:

Not Applicable

(iii) Equity Share Capital history of the Company as on June 30, 2020 and last 5 Years:

Not Applicable

(iv) Details of any Acquisition/Amalgamation/Reorganization/Reconstruction in the last 1

year:

- Nil

(v) Details of the shareholding of the Company as on June 30, 2020:

Shareholding pattern of the Issuer as on June 30, 2020

The equity shareholding pattern of the Issuer on the quarter ended June 30, 2020 is provided

below:


Serial No.: ___




36

Sr.

No.

Particulars Total no. of

Equity Shares

(A)

No. of shares in

demat form

Total Shareholding

as % of total no. of

equity shares

(Refer A)

1 Xander

Credit Pte.

Ltd.

14,72,40,866 14,72,40,866 99.45%

2 Directors

and others

8,09,350 7,61,731 0.55%

Total 14,80,50,216 14,80,02,597 100.00%

Note: None of the above shares are pledged / encumbered.

(vi) List of top 10 (ten) holders of equity shares of the Issuer as on the last quarter end i.e.

June 30, 2020

The list of the top 10 (ten) equity shareholders of the Issuer as on the last quarter ended on

June 30, 2020 are given below:

Equity Shares

Sr.

No.

Name of the

shareholders

Total no of

equity shares

(A)

No. of shares

in demat form

Total

shareholding

as per cent of

total no of

equity shares

(Refer A)

1. Xander Credit Pte. Ltd. 14,72,40,866 14,72,40,866 99.45%

2. Mr. Rohan Sikri 3,90,710 3,90,710 0.26%

3. Mr. Vishal Kumar 3,13,438 3,13,438 0.22%

4. Mr. Rohit George 47,619 - 0.03%

5. Mr. Vaibhav Singh 57,583 57,583 0.04%

Total 14,80,50,216 14,80,02,597 100.00%

(vii) Details regarding the directors of the Issuer

1. Details of current directors of the Company

Please refer to ‘Names, addresses, DINs and occupations of the Directors’ under Chapter 1

(General Information), Part A – Form PAS-4 of this Information Memorandum.

The Company hereby confirms that none of its directors are on the RBI defaulter list and/or

the ECGC default list. The Issuer also confirms that its directors have not been disqualified

under the Act in any of the companies in which they were directors in the previous financial

year and that they stand free from any disqualification from being a director. The issuer also

confirms that there is no nature of family relationship between any of the directors of the

Issuer.


Serial No.: ___




37

2. Details of change in directors since last 3 (three) years

Sr.

No.

Name, designation and

DIN

Date of

appointment/

resignation

Director of the

Issuer since

(in case of

resignation)

Remarks

1 Mr. Vishal Kumar,

Director

(DIN: 00272538)

28-May-2018 31-July-2010 Resignation

2 Mr. Sandeep Chhabda

Director

(DIN: 08331848)

13-Nov-2019 NA Appointment

(viii) Details regarding the Auditor of the Company

1. Details of the auditors of the Issuer

Name Address Auditor since

S.R. Batliboi & Co. LLP 14th Floor, the Ruby, 29

Senapati Bapat Marg, Dadar

(West), Mumbai – 400028,

Maharashtra

Financial Year 2012-13

2. Details of change in auditors since last 3 (three) years:

There has been no change in auditors since last 3 (three) years.

(ix) Details of borrowings of the Company as on June 30, 2020

1. Details of secured loan facilities of the Issuer

See Part A of Appendix - 2 of this Information Memorandum.

2. Details of unsecured loan facilities of the Issuer

The Issuer does not have any unsecured loan facilities.

3. Details of NCDs

See Part B of Appendix - 2 of this Information Memorandum.

4. List of top 10 (ten) Debenture holders as on June 30, 2020:

Name of the Debenture Holder Number of

Debentures held

Outstanding Amount

(Rupees in crores)

Franklin Templeton Mutual Fund 3000 150.00

Bank of Maharashtra 250 25.00

Total 3,250 175.00


Serial No.: ___




38

5. The amount of corporate guarantee issued by the Issuer along with the name of the

counterparty (like name of the subsidiary, JV entity, group company, etc) on behalf of

whom it has been issued)

The Issuer has not issued any corporate guarantee.

6. Details of Commercial Paper

The Issuer has not issued any Commercial Paper.

7. Details of rest of the borrowing (if any including hybrid debt like FCCB, optionally

convertible debentures/preference shares) as on June 30, 2020

Nil

8. Details of all default/s and/or delay in payments of interest and principal of any kind

of term loans, debt securities, and other financial indebtedness including corporate

guarantee issued by the Issuer in the past 5 (five) years.

Nil. The Issuer is regular in servicing the interest and principal of all the term loans and

other financial indebtedness as on the date of the Information Memorandum. The issuer has

paid all amounts due under all outstanding term loans and has not defaulted on any such

payments.

9. 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.

(i) The Issuer has not issued any debt securities for consideration other than cash,

whether whole or part.

(ii) The Issuer has not issued any debt securities at a premium or discount.

(iii) The Issuer has not issued any debt securities in pursuance of any option.

(x) Details of Promoters of the Company

Xander Finance Private Limited has been promoted by Xander Credit Pte. Ltd. which is an

affiliate of The Xander Group, an institutional investment firm focused on long term, value

investing. The Xander Group invests primarily in companies which operate in the

infrastructure, hospitality, entertainment, retail and real estate sectors. The firm operates

from a network of offices in London, Mauritius, Delhi -NCR, Mumbai, Bengaluru and

Singapore.

The promoter shareholding in the Issuer as on the quarter ended June 30, 2020 is given

below:


Serial No.: ___




39

S

No

Name of the

shareholders

Total no of

equity

shares

No of

shares in

Demat form

Total

shareholding

as per cent

of total no of

equity

shares

No of

shares

pledged

Per

cent of

shares

pledged

with

respect

to the

shares

owned

1 #Xander

Credit

Pte. Ltd.

14,72,40,866 14,72,40,866 99.45% Nil Nil

# the definition of “Promoter” is in accordance with section 2(69) of the Companies Act,

2013.

(xi) Abridged version of Audited Consolidated (wherever available) and Standalone

Financial Information (like Profit & Loss statement, Balance Sheet and Cash Flow

statement) for at least last three years and auditor qualifications, if any

- Summary of the financial position of the issuer for the last three financial years are as

stipulated in Part-A of Appendix - 1 of this Information Memorandum.

(xii) Audited Cash Flow Statement for the three years immediately preceding the date of

circulation of offer letter

- Please refer to Part-B of Appendix - 1 of this Information Memorandum.

(xiii) Abridged version of Latest Audited / Limited Review Half Yearly Consolidated

(wherever available) and Standalone Financial Information (like Profit & Loss

statement, and Balance Sheet) and auditor’s qualifications, if any

- Please refer to Part-A and Part-B of Appendix - 1 of this Information Memorandum.

(xiv) 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 investors decision to invest/ continue to

invest in the debt securities.

- The Issuer is of the opinion that other than the material development or changes disclosed

in this Information Memorandum, the risk factors disclosed in this Information

Memorandum (please refer the chapter titled ‘Management’s Perception of Risk Factors’

in Part A – PAS-4 of this Information Memorandum) and the general risks that may arise

(including in respect of issuance of the Debentures), no circumstances have arisen that may

materially affect the Issue or the investors’ decision to invest/ continue to invest in the

Debentures.

(xv) Name of Debenture Trustee and consent thereof

The Debenture Trustee for the Debentures is Catalyst Trusteeship Limited. The Debenture

Trustee has given its written consent for its appointment under Regulation 4(4) of the SEBI

Regulations. The Debenture Trustee has also given its written consent for the inclusion of

its name as Debenture Trustee in the form and context in which it appears in this Information


Serial No.: ___




40

Memorandum and all subsequent periodical communications to be sent to the holders of the

Debentures. Copy of the consent letter from the Debenture Trustee dated July 6, 2020 is

enclosed as Part-A of Annexure - 1 of this Information Memorandum.

(xvi) The detailed rating rationale(s) (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) by the rating agencies shall be disclosed.

ICRA has assigned the rating of ICRA A+ (pronounced ICRA A plus) for the Issuer’s non-

convertible debentures to the extent of Rs. 300,00,00,000 (Rupees Three Hundred crores

only), out of which Rs. 100,00,00,000 (Rupees One Hundred Crores only) unallocated limit

shall be utilised for this Issue. The outlook on the long-term rating is ‘Stable’.

Copy of ICRA’s rating letter dated July 6, 2020, together with the rating rationale dated

August 5, 2019, are enclosed as Annexure - 2 of this Information Memorandum.

(xvii) Whether security is backed by guarantee or letter of comfort or any other

document/letter with similar intent

The security is not backed by guarantee or letter of comfort of any other document/ letter

with similar intent.

(xviii) Copy of consent letter from the Debenture Trustee shall be disclosed.

The consent letter from the Debenture Trustee dated July 6, 2020 is attached as Part-A of

Annexure - 1 of this Information Memorandum.

(xix) Names of Stock Exchanges where the Debentures are proposed to be listed

The Debentures are proposed to be listed on the WDM segment of the BSE Ltd. For the

purpose of the issue, the designated stock exchange shall be BSE.

The Issuer has obtained the in-principle approval for the listing of the Debentures from the

BSE Ltd. by way of their communication bearing reference no. DCS/COMP/BS/IP-

PPDI/223/20-21 dated July 14, 2020. The Issuer shall comply with the requirements of the

Listing Agreement for debt securities to the extent applicable to it on a continuous basis.

(xx) Other details

1. Debenture redemption reserve creation - relevant regulations and applicability

Pursuant to the Companies (Share Capital and Debentures) Rules, 2014, NBFCs registered

with the RBI are not required to create a debenture redemption reserve, in case of issuance

of privately placed debentures.

2. Issue/Instrument specific regulations

The Debentures being offered as part of the Issue are subject to the provisions of the Act

and guidelines issued by the RBI from time to time, the Memorandum and Articles of

Association of the Issuer, the terms of this Information Memorandum, the Application Form

and other terms and conditions as incorporated in the Debenture Trust Deed.


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41

3. Undertaking to use a common form of transfer

The issue of the Debentures shall be made in demat form only and no Debentures will be

issued in physical form. The Debentures shall be transferred subject to and in accordance

with the rules/ procedures as prescribed by the Depository of the transferor/ transferee and

any other applicable laws and rules notified in respect thereof and subject to the terms and

conditions of issuance as contained in this Information Memorandum. The normal

procedure followed for transfer of securities held in dematerialized form shall be followed

for transfer of these Debentures held in electronic form. However, the Issuer will use a

common transfer form for physical holdings, if at a later stage there is any holding in

physical form due to the Depository giving any investor the option to rematerialize the

Debentures.

4. Permission and consent from creditors for the charge being created, where applicable,

in favour of the Debenture Trustees

For information relating to the security proposed to be created for the Debentures, please

refer to the terms and conditions of the Debentures set out in ‘Summary of Key Terms’

appearing in the chapter ‘Issue Details’ of Part B – Additional Disclosures of this

Information Memorandum. In respect of permission / consent/ no objection required to be

obtained from the creditors of the Issuer for the creation of the security, the same is not

required to be obtained as it is permitted under the terms of the Existing Secured

Borrowings. However, for the avoidance of doubt and as a matter of good practice, the

Company has received letters dated July 07, 2020 issued by the existing trustees (in respect

of the Existing Secured Borrowings), by way of which they have confirmed ceding of charge

and consented to creation of security interest (on a pari passu basis) for securing the

Debentures under this Issue.

5. Purchase and Sale of Debentures

The Issuer shall not, at any time purchase the Debentures at the price available in the debt

market, and any such purchase shall lead to the cancellation of the purchased Debentures,

in accordance with the applicable laws.

6. Governing Law

The Debentures shall be governed by and be subject to the laws of India. Any dispute arising

thereof will be subject to the jurisdiction of the courts and tribunals of Mumbai.

7. Tax benefits

Debenture Holders are advised to obtain and consider independent advice from their

advisors for tax benefits/ implications pertaining to subscription and redemption of the

Debentures.

8. Breach of Covenant by Issuer may be waived

At any time, after obtaining the consent of the Majority Debenture Holders with respect to

the Debentures, the Majority Debenture Holders may waive off such terms and conditions

as to them shall seem expedient, any breach by the Issuer of any of the covenants and

provisions in the Debenture Documents, without prejudice to the rights of the Trustee in

respect of any subsequent breach thereof. Provided however that where the Debenture

Trustee determines such breach to be of a formal, negligible, minor or technical nature, the

Debenture Trustee may, at any time, without prejudice to the rights of the Debenture


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42

Trustee in respect of any subsequent breach thereof, waive on such terms and conditions

as it shall deem expedient any such breach by the Issuer. Notwithstanding the aforesaid, it

is hereby understood that the Issuer may prepay the Debentures only with the written

consent of the Majority Debenture Holders.

9. Terms of Transaction Documents

The provisions of this Information Memorandum and the covenants, undertakings,

representations and disclosures made by the Issuer under this Information Memorandum

shall be supplemental/ in addition to the obligations, undertakings, covenants,

representations etc. of the Issuer incorporated under the other Transaction Documents.

10. Modification of Rights

The rights, privileges, terms and conditions attached to the Debentures may be varied,

modified or abrogated with the consent, in writing, of Majority Debenture Holders, provided

that nothing in such consent or resolution shall be operative against the Issuer where such

consent or resolution modifies or varies the terms and conditions of the Debentures, if the

same are not accepted in writing by the Issuer. Provided however that where the Debenture

Trustee determines any such condition, terms etc. which are to be modified to be of a of a

formal, negligible, minor or technical nature, the Debenture Trustee may, at any time,

without prejudice to the rights of the Debenture Holders in respect of any subsequent

modification, modify such rights, privileges, terms and conditions.

11. Ranking

The Debentures shall be fully paid up, secured and rank pari passu to the claims of Existing

Lenders.

12. Rights of Debenture Holders

The Debentures Holder(s) shall not be entitled to any right and privileges of shareholders

other than those available to them under any Applicable Law including the Companies Act

and the Transaction Documents. 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 Company.

13. A summary term sheet with prescribed information pertaining to the Debentures

A summary of the term sheet has been set forth in ‘Summary of Key Terms’ appearing in

the chapter ‘Issue Details’ of Part B – Additional Disclosures of this Information

Memorandum.


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43

ISSUE PROCEDURE

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,

the Application Form and other terms and conditions as may be incorporated in the Debenture Trust

Deed. Over and above such terms and conditions, the Debentures shall also be subject to the

applicable provisions of the Depositories Act, guidelines, notifications and regulations relating to

the allotment & issue of capital and listing of securities issued from time to time by SEBI, the Stock

Exchange or any other authorities and the such other laws as may be applicable, as well as the

Material Transaction Documents.

Issue Procedure

1. Bidding Related Mechanism

a. This Information Memorandum/ any part thereof has been hosted/ displayed on the

website(s) of the Electronic Book Provider to comply with the SEBI EBM Circulars.

This document and any part thereof is neither intended nor should be construed as a

“prospectus” or an “invitation” to the public to subscribe to securities.

b. Only the Eligible Investors (please see the section 'Eligible Investors' under Issue

Procedure section of Part B- Additional Disclosures) are eligible to bid for this Issue

on the Electronic Book Platform of the Electronic Book Provider. If after bidding for

these Debentures on the Electronic Book Platform and after acceptance of such bids by

the Issuer, if such bidder is found to be ineligible to invest in/ hold these Debentures,

the Issuer shall have the right to refuse, without assigning any reason whatsoever,

allotment of Debentures to such person.

c. Eligible Investors may bid for the Debentures by recording their bids, during the hours

when the bidding window is open (as more particularly indicated on the website of the

Electronic Book Provider) in the period commencing on the Issue/Bid Open Date and

ending on the Issue/ Bid Close Date. The minimum number of Debentures that can be

applied for, the multiples thereof and other parameters of the bid, will be as set out by

the Issuer at the time of initiation of the bidding window on the Electronic Book

Platform. Some of the said parameters are also indicated in the section below. No bids

can be made for a fraction of a Debenture and bids shall be made in compliance with

the minimum bid lot/ size and permitted multiples thereof. Multiple bids by a bidder are

not permitted. If multiple bids are entered, only the first bid will be considered.

d. For further details in relation to the bidding, pre‐bidding and post bidding procedure,

Eligible Investors should refer to the SEBI Circular No.

SEBI/HO/DDHS/CIR/P/2018/05 dated January 05, 2018, the Operational Guidelines

and other bidding/ issue related manuals issued by the Electronic Book Provider (as

amended from time to time).

e. The Issuer shall be entitled to select or reject any bids received on the Electronic Book

Platform, at its sole discretion on any rationale that it deems fit. The Issuer shall not be

required to disclose the basis of allotment of Debentures (provisional or otherwise) to

any person. No Person shall have the right to claim allotment of the Debentures on the

basis of having placed its bid(s) on the Electronic Book Platform.

Information Memorandum Serial No.: ___ Investor name: _____________

Private & Confidential For Private Circulation only

44

2. Operational Parameters for bidding

Manner of Bid Open bidding Issue Size (in Rs.) 100,00,00,000 (Rupees One Hundred Crores) Minimum Bid Lot (in number of Debentures)

10 (ten) Debentures, and thereafter, in multiples of 10 (ten) Debentures

Issue / Bid Open Date July 16, 2020 Issue / Bid Close Date July 16, 2020 Mode of Allotment Uniform Yield Bidding Window Timings Timings as notified by the Issuer on the

Electronic Book Platform/ website of the Electronic Book Provider

Pay-in date / Deemed Date of allotment July 17, 2020 Settlement Cycle T+1

(where T refers to the Issue / Bid Open Date) Funds/ Pay-in Settlement Mechanism Pay-in of funds through Clearing Corporation

Account

3. Provisional Allocation of Debentures to be allotted

Post completion of bidding process, if the Issuer decides to accept and proceed with the Issue, the Eligible Investors who have placed their bids on the Electronic Book Platform will be able to view the provisional allocation of the Debentures against their respective bid in the allocation report on the Electronic Book Platform. If the Issue (for a fixed rate issue) is over‐subscribed, the Debentures will be allotted on a pro‐rata basis as determined by the Electronic Book Provider.

The Issuer (by following the mechanism as stipulated in the Operational Guidelines of the relevant Electronic Book Provider) shall identify the bids accepted by the Issuer. Each such Eligible Investor whose bid is accepted by the Issuer shall be referred to as the “Selected Investor”. It is hereby clarified that the uploading of any list and/or issuance of any confirmation of provisional allocation by the Issuer on the website of the Electronic Book Provider shall only be for the purpose of determining the Selected Investors.

After completion of the bidding and identification of the Selected Investors, the Issuer shall electronically dispatch the Information Memorandum (together with the Application Form) specifically addressed to such Selected Investor(s) as an invitation/ offer to subscribe the Debentures on a private placement basis as per terms of the Information Memorandum and the other Transaction Documents.

4. How to apply – Submission of Application Form

Only the Selected Investors who have been specifically and directly been addressed by the Issuer by way of the Information Memorandum are eligible to apply for the Debentures. The Selected Investors must submit completed Application Form in the prescribed format (as shared by the Issuer along with the Information Memorandum) on or before the Pay-in Date. All applications duly completed accompanied by proof of transfer instructions from the respective investor’s account to the Clearing Corporation Account, shall be submitted to the Issuer. The Issuer reserves the right to reject any Application Form for any reason whatsoever, including on account of receipt of incomplete Application Form.


Serial No.: ___




45

5. Payment instructions

The entire subscription amount being equal to the face value of the Debentures applied for

and allocated provisionally on the Electronic Book Platform (being INR 10,00,000/- only

per Debenture) shall be payable along with the Application Form on the Pay-in Date. The

applicant must transfer such amount by electronic transfer of funds/RTGS on the Pay-in

Date, to any one of the bank accounts of ICCL (Clearing Corporation Account) as

mentioned below on or before 10.30 am (on the said Pay-in Date), only from such bank

account(s) of the applicant which have been provided/ updated by the applicant on the

Electronic Book Platform. Transmission of pay-in funds from any other account (other than

that registered/ updated on the Electronic Book Platform by the applicant) will lead to

cancellation of the bid and debarment of the applicant from accessing the Electronic Book

Platform in accordance with the relevant Operational Guidelines. Cash, cheques, demand

drafts, money orders, postal orders and stock invest shall not be accepted. The Issuer

assumes no responsibility for any applications/ cheques/ demand drafts lost in mail or

transit.

The entire subscription amount should be remitted to any one of the following Clearing

Corporation Account only:

Bank ICICI Bank Yes Bank HDFC Bank

Beneficiary

Name

Indian Clearing

Corporation

Limited

Indian Clearing

Corporation Limited

Indian Clearing

Corporation Limited

Account

Number

ICCLEB ICCLEB ICCLEB

IFSC Code ICIC0000106 YESB0CMSNOC HDFC0000060

Mode of

Remittance

NEFT/ RTGS NEFT/ RTGS NEFT/ RTGS

Subscription monies received on application shall be kept in the Clearing Corporation

Account till allotment of the Debentures and shall not be utilized for any purpose other than:

(i) For adjustment against allotment of Debentures; or

(ii) For repayment of monies where the Issuer is unable to allot the Debentures as per

the timelines prescribed under Applicable Laws.

For avoidance of doubt, it is clarified that where an applicant is allotted a lesser number of

Debentures than applied for, the excess amount paid on the application shall be refunded to

the Applicant along with Interest on such excess application money.

6. Eligible Investors

Please note that the Information Memorandum has been uploaded on the website of the

Electronic Book Provider to comply with the SEBI EBM Circulars. This document and any

part thereof is neither intended nor should be construed as a “prospectus” or an “invitation”

to the public to subscribe to securities.

Only the following categories of investors/ Persons are eligible to bid for the Debentures

(collectively, “Eligible Investors”):

• Individuals (being resident of India)

• Hindu Undivided Family

• Trust

• Limited Liability Partnerships


Serial No.: ___




46

• Partnership Firm(s)

• Portfolio Managers registered with SEBI

• Association of Persons

• Companies and Bodies Corporate including Public Sector Undertakings

• Commercial Banks

• Regional Rural Banks

• Financial Institutions

• Insurance Companies

• Mutual Funds

• Foreign Institutional Investors

• Other foreign entities allowed by SEBI and RBI

• Any other investor eligible to invest in these Debentures.

Notwithstanding the aforesaid, only the Selected Investors (i.e. the Eligible Investors whose

bids are accepted and who have been specifically identified by the Issuer by way of dispatch

of Information Memorandum specifically addressed to such Person), are eligible to apply

for the Debentures by submitting the Application Form in the prescribed format. An

application made by any other Person will be deemed as an invalid application and rejected.

Pre-requisites and Eligibility for Bidding & Application

Please read the Operational Guidelines and the SEBI EBM Circulars, prior to placing

bid on the Electronic Book Platform.

Prior to making any bid, submission of Application Form and/or investment in these

Debentures, each bidder/ investor/ applicant should assure itself of its eligibility to apply

for the Debentures and comply with the relevant regulations / guidelines applicable to

them for bidding and investing in this Issue. Prospective subscribers must make their own

independent evaluation and judgment regarding their eligibility to bid and invest in the

Issue. The Issuer shall be under no obligation to verify the eligibility/authority of the

investor to invest in and/or hold these Debentures. Further, mere receipt of the

Information Memorandum (and/or any document in relation thereto and/or any

notification in relation to the Debentures on the Electronic Book Platform) by a Person

shall not be construed as any representation by the Issuer that such Person is authorized

to invest in these Debentures or eligible to subscribe to these Debentures.

If after bidding for these Debentures on an Electronic Book Platform and after

acceptance of such bids, if a Person is found to be ineligible to invest in/ hold these

Debentures, the Issuer shall have the right to refuse allotment of Debentures to such

Person.

If after applying for subscription to these Debentures and/or allotment of Debentures to

any Person, such Person becomes ineligible and/or is found to be ineligible to invest

in/hold these Debentures, the Issuer shall not be responsible in any manner.

7. Final Allocation of Debentures

Upon receipt of validly completed Application Forms and confirmation of receipt of entire

subscription amounts from ICCL, the Issuer shall proceed to complete the allocation process

on the Electronic Book Platform per the applicable guidelines. For the avoidance of doubt,

it is hereby clarified that the Pay-in Date shall be the Deemed Date of Allotment. All benefits

relating to the Debentures shall be available to the respective Debenture Holders from the

Deemed Date of Allotment. It is further clarified that the actual credit of the Debentures in


Serial No.: ___




47

dematerialized form in the respective demat accounts of the Debenture Holders may take

place on a date other than the Deemed Date of Allotment.

8. Fictitious Application

As a matter of abundant caution and although not applicable in the case of debentures,

attention of applicants is specially drawn to the provisions of subsection (1) of Section 38

of the Companies Act, 2013 which provides “any person who (a) makes or abets making of

an application in a fictitious name to a company for acquiring, or subscribing for, its

securities; or (b) makes or abets making of multiple applications to a company in different

names or in different combinations of his name or surname for acquiring or subscribing for

its securities; or (c) otherwise induces directly or indirectly a company to allot, or register

any transfer of, securities to him, or to any other person in a fictitious name shall be punished

with imprisonment for a term not less than 6 (six) months but which may extend to 10 (ten)

years and shall also be liable to fine which shall not be less than the amount involved in the

fraud, but which may extend to three times the amount involved in the fraud”.

9. Basis of Allotment

Notwithstanding anything stated elsewhere, the Issuer reserves its full, unqualified and

absolute right to accept or reject any application, in part or in full, without assigning any

reasons thereof. Subject to the aforesaid, in case of over subscription, priority will be given

to investors on a first come first serve basis. The investors will be required to remit the funds

to the Clearing Corporation Account, as well as submit the duly completed Application

Form along with other necessary documents to Issuer by the pay-in date.

10. 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 all amounts payable to the Debenture Holder(s) through electronic transfer

of funds or RTGS.

11. Applications under Power of Attorney

A certified true copy of the power of attorney or the relevant authority as the case may be

along with the names and specimen signature(s) of all the authorized signatories and the tax

exemption certificate/ document, if any, must be lodged along with the submission of the

completed Application Form. Further modifications/ additions in the power of attorney or

authority should be notified to the Issuer or to its 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 constitution 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.


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48

12. Procedure for applications 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 applications,

provided that the application made by the asset management company/ trustee/ custodian

clearly indicates 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.

13. 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.

14. Depository Arrangements

The Issuer shall make necessary depository arrangements with NSDL/CDSL for issue and

holding of Debentures in dematerialised form.

15. Debentures held in Dematerialised form

The Issuer shall ensure the Debentures are credited to the Demat accounts of investors

within 10 Working Days from the Deemed Date of Allotment. The Issuer has made

arrangements with the Depositories for the issue of Debentures in dematerialised form. The

depository participant’s name, depository participant identification number and beneficiary

account number must be mentioned at the appropriate place in the Application Form. The

Issuer shall take necessary steps to credit the Debentures allotted to the depository account

of the investor.

16. 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, and details thereof should be registered/

notified to the Electronic Book Provider as per the Operational Guidelines prior to

placing bids for the Debentures.

(b) The applicant must necessarily fill in the details (including the beneficiary account

number and DP’s ID) appearing in the Application Form under the heading

“Depository Details”.

(c) Debentures allotted to an applicant will be credited directly 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 account 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

in the Depository.


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49

(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 “Depository Details” 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-à-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) Interest or other benefits would be paid to those Debenture Holders whose names

appear on the list of beneficial owners given by the Depositories to the Issuer as on the

record date. In case of those Debentures for which the beneficial owner is not identified

by the Depository as on the record date, the Issuer would keep in abeyance the payment

of interest or other benefits, till such time that the beneficial owner is identified by the

Depository and conveyed to the Issuer, whereupon the interest and benefits will be paid

to the beneficiaries, as identified.

17. List of Beneficiaries

The Issuer shall request the Depositories to provide a list of beneficiaries as at the end of

the relevant Record Date. This shall be the list, which will be used for repayment of

redemption monies, as the case may be.

18. 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 shall enter into 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 Debenture Trustee will protect the interest

of the Debenture Holder(s) with regard to repayment of principal and shall take necessary

action, subject to and in accordance with the Debenture Trust Deed. 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 Trust Deed shall more

specifically set out rights and remedies of the Debenture Holders and the manner of

enforcement thereof.

19. 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


Serial No.: ___




50

the aforesaid information.

20. Debenture Holder not a Shareholder

The Debenture Holder(s) will not be entitled to any of the rights and privileges available to

the shareholders of the Issuer. 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.

21. Splitting and Consolidation

Splitting and consolidation of the Debentures is not applicable in the demat mode form since

the saleable lot is one Debenture.

22. Notices

All notices to the Debenture Holder(s) required to be given by the Issuer or the Debenture

Trustee shall have been given if sent either by registered post, by facsimile or by email to

the original/ first allottees of the Debenture(s), or as may be prescribed by applicable law.

All notice(s) to be given by the Debenture Holder(s) shall be sent by registered post or by

hand delivery to the Issuer or to such persons at such address as may be notified by the

Issuer from time to time through suitable communication. Notice(s) shall be deemed to be

effective (in the case of registered post) 7 (seven) Business Days after posting, (in the case

of facsimile/email) 24 (twenty four) hours after dispatch or (in the case of personal delivery)

at the time of delivery.

23. Succession

In the event of winding-up of the holder of the Debenture(s), the Issuer will recognize the

executor or administrator of the concerned Debenture Holder(s), or the other legal

representative as having title to the Debenture(s). The Issuer shall not be bound to recognize

such executor or administrator or other legal representative as having title to the

Debenture(s), unless such executor or administrator obtains probate or letter of

administration or other legal representation, as the case may be, from a court in India having

jurisdiction over the matter.

The Issuer may, in its absolute discretion, where it thinks fit, dispense with production of

probate or letter of administration or 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 or indemnity

24. Mode of Transfer/ Transmission of Debentures

The Debentures shall be transferable freely to all classes of Eligible Investors. The

Debenture(s) shall be transferred and/ or transmitted in accordance with the applicable

provisions of the Act and other applicable laws. The provisions relating to transfer,

transmission and other related matters in respect of shares of the Issuer contained in the

Articles of Association and the Act shall apply, mutatis mutandis (to the extent applicable

to debentures), to the Debentures as well. The Debentures held in dematerialised form shall

be transferred subject to and in accordance with the rules/ procedures as prescribed by

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, redemption

premium will be paid/ redemption will be made to the person, whose name appears in the


Serial No.: ___




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register of debenture holders maintained by the Depositories 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 electronic form. The seller should give

delivery instructions containing details of the buyer’s DP account to his DP. Investors may

note that subject to applicable law, the Debentures would be issued and traded in

dematerialised form only.

25. Effect of Holidays

Should any of the date(s), including the Date of Allotment/Deemed Date of Allotment, or

the Record Date, as defined in the Disclosure Document, fall on a non-Working Day, the

next Working Day shall be considered as the effective date.

Should the Final Maturity Date/ Redemption Date or Coupon Payment Date of the

Debentures fall on a non-Working Day, the Interest payments or redemption proceeds shall

be paid on the previous Working Day.

The term “Working Day” shall mean a day (other than a Sunday and Saturdays of a month),

on which banks are normally open for regular banking business and money markets are

functioning in Mumbai, excluding such days when no high value clearing or no RTGS is

available (for any reason whatsoever) where the Registered/Corporate Office of the Issuer

is situated.

26. Tax Deduction at Source

All payments by the Issuer to the Debenture holders shall be made free and clear of and

without any tax deduction, except to the extent that the Issuer is required by law to make

payment subject to any taxes applicable under any applicable statues/ regulations as

applicable to the Issuer in respect of the income of the Debenture Holders.

27. Letters of Allotment

The Issuer shall ensure the Debentures are credited to the Demat accounts of the respective

allottees within 10 Working Days from the Deemed Date of Allotment.

28. Reference Date

All the benefits under the Debentures will accrue to the investor from the specified

Reference Date. The Reference Date for the Issue will be between the issue opening date

and the issue closing date; as may be determined by the committee of directors of the Issuer.

The actual allotment of the Debentures may take place on a date other than the Reference

Date.

29. Record Date

The Interest payable by the Issuer in accordance with the terms of this Information

Memorandum shall be paid to such persons who are Debenture Holders as on the Record

Date.


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52

30. Refunds

For applicants whose applications have been rejected or allotted in part, refund orders will

be dispatched within 7 (seven) days from the Reference Date 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 Registrar shall upon receiving instructions in relation to the same from the Issuer

repay the monies to the extent of such excess, if any.

31. Payment on Redemption

Payment on redemption will be made by the RTGS system/ funds transfer in the name of

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. Such payment will be a legal discharge of the

liability of the Issuer towards the Debenture Holder(s). 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.

The Issuer's liability to the Debenture Holder(s) towards all their rights including for

payment or otherwise shall cease and stand extinguished from the Final Maturity Date.

32. Market Lot

The market lot shall be one Debenture. Since the Debentures are issued only in

dematerialised form, odd lots will not arise either at the time of issuance or at the time of

the transfer of Debentures.

33. Modification of Debentures/Information Memorandum

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.

34. Right to Accept or Reject Applications

The Board / committee of directors of the Issuer reserve 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.

35. Depository Arrangements

The Issuer has appointed Link Intime India Private Limited as Registrars and Transfer Agent

for the present Issue. The Issuer has made necessary depository arrangements with NSDL

and CDSL for issue and holding of Debentures in dematerialized form. Investors can hold

the debentures only in dematerialised form and deal with the same as per the provisions of

Depositories Act, 1996 as amended from time to time. The Depository Participant’s name,

DP-ID and beneficiary account number must be mentioned at the appropriate place in the

Application Form. The Issuer shall take necessary steps to credit the Debentures allotted to

the depository account of the Debenture Holder.


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53

36. Creation of Security Interest & Permitted Indebtedness

The Issuer shall secure the Principal Amount and the Coupon payable in respect of the

Debentures by way of a first ranking security interest created in favour of the Debenture

Trustee for the benefit of the Debenture Holders, by way of hypothecation over the

Receivables of the Issuer, such that the security interest provides a 1.25x cover (of the

outstanding Principal Amount in respect of the Debentures). This security interest shall be

shared on a pari passu basis with (a) the existing security interest created in favour of / for

the benefit of the Existing Lenders in respect of Existing Secured Borrowings, and (b) the

security interest that may be created in the future to secure the future secured borrowings of

the Issuer, including those raised by way of loan facility and/or issuance of debt securities.

The Issuer shall be entitled, from time to time, to undertake further borrowings or incur

further indebtedness in any manner as deemed fit by it in its discretion (including by way

of debt securities, bonds, loans, inter-corporate deposits, borrowings and/or indebtedness by

or under co-acceptances and/or guarantees and/or any other means) and on such terms as

deemed fit by it, without requiring any consent or acknowledgment of the Debenture

Holders and/or the Debenture Trustee and/or any of them; provided however that the

security interest created in favour of the Debenture Trustee for the benefit of the Debenture

Holders over the Receivables shall, subject to claims which have been provided statutory or

regulatory preferences or are accorded preference/ equivalence in terms of bankruptcy,

insolvency, liquidation or other similar laws of general application, continue to be at least

first ranking and the claims of the Debenture Holders are not at any time lower than the

claims of any unsecured creditor of the Issuer. It is specifically understood that the

Receivables can be offered as security for further borrowings/ indebtedness of the Issuer on

either a pari passu basis or on a subordinate basis, without requiring the prior consent of the

Debenture Holders and/or the Debenture Trustee, or any other ranking/ contingency deemed

fit by the Issuer in its discretion, with the prior consent of the Debenture Trustee.

The Debenture Holders hereby acknowledge, agree and consent to the above, and in this

regard, authorise the Debenture Trustee to issue documents (including no-objection

certificates, release letters and/or charge-sharing/ ceding letters) to the Issuer and/or any

other person, as may be requested by the Issuer, confirming the above understanding, as and

when relevant, and without requiring further recourse to or approval from the Debenture

Holders or any of them.

37. Other Consents

Catalyst Trusteeship Limited has given its written consent dated July 6, 2020 for its

appointment as Debenture Trustee to the Issue under Regulation 4(4) of the SEBI

Regulations and inclusion of its name in the form and context in which it appears in this

Information Memorandum/Disclosure Document.

38. Force Majeure

The Issuer reserves the right to withdraw the issue prior to the Deemed Date of Allotment

in the event of any unforeseen development adversely affecting the economic and regulatory

environment. The Issuer reserves the right to change the issue schedule.


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54

DISCLOSURES PERTAINING TO WILFUL DEFAULT (IF ANY)

In case of listing of debt securities made on private placement, the following disclosures shall be

made:

(i) Name of the bank declaring the entity as a wilful defaulter

Not applicable

(ii) The year in which the entity is declared as a wilful defaulter

Not applicable

(iii) Outstanding amount when the entity is declared as a wilful defaulter

Not applicable

(iv) Name of the entity declared as a wilful defaulter

Not applicable

(v) Steps taken, if any, for the removal from the list of wilful defaulters

Not applicable

(vi) Other disclosures, as deemed fit by the issuer in order to enable investors to

take informed decisions

Not applicable

(vii) Any other disclosure as specified by the Board.

Not applicable


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55

ISSUE DETAILS

A. Cash Flows

- Specified in Appendix – 4 of this Information Memorandum.

B. Summary of Key Terms

Security Name/ Series XFPL Series VI 2022 (“Series VI”) bearing Coupon at the

Coupon Rate specified below

Issuer Xander Finance Private Limited (“XFPL” or “Issuer”)

Type of Instrument Secured, listed, fully redeemable, non-convertible, fully paid up

debentures having face value of Rs. 10,00,000 (Rupees Ten

Lakhs only) each and aggregating up to Rs. 100,00,00,000

(Rupees One Hundred Crores only), issued on a private

placement basis.

Nature of Instrument Secured

Seniority Senior. Pari-passu to the claims of existing lenders and future

lenders (including subscribers to the senior secured debt

instruments to be issued in future) of XFPL.

Mode of Issue / Mode of

Placement

Private Placement

Eligible Investors The following categories of investors, when specifically

approached by the Issuer, are eligible to apply for this private

placement of Debentures

• Individuals

• Hindu Undivided Family

• Trust

• Limited Liability Partnerships

• Partnership Firm(s)

• Portfolio Managers registered with SEBI

• Association of Persons

• Companies and Bodies Corporate including Public

Sector Undertakings

• Commercial Banks

• Regional Rural Banks

• Financial Institutions

• Insurance Companies

• Mutual Funds

• Foreign Institutional Investors

• Other foreign entities allowed by SEBI and RBI

• Any other investor eligible to invest in these Debenture

All investors are required to comply with the relevant

regulations / guidelines applicable to them for investing in this

Issue of Debentures.

Prospective subscribers must make their own independent

evaluation and judgment regarding their eligibility to invest in

the issue.


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56

Listing BSE WDM Segment within 20 (Twenty) days from the Deemed

Date of Allotment. In case of delay in listing beyond a period of

20 (Twenty) days from the Deemed Date of Allotment, the

Issuer will pay penal interest of 1% (One percent) per annum

over the Coupon Rate to the Investor for the period from the

expiry of 20 (Twenty) days from the Deemed Date of Allotment

till the listing of such Debentures.

Rating of the Instrument ‘[ICRA] A+’ (Stable) by ICRA Limited

Issue Size INR 100,00,00,000/- (Rupees One Hundred Crores only)

Option to retain

oversubscription

Not Applicable

Objects of the Issue / Purpose of

the Issue

The proceeds of this Issue shall be utilised by the Issuer towards

meeting ongoing fund requirements of its business.

It is clarified that the proceeds of this Issue shall not be utilised

towards activities like investment in capital market, acquisition

or purchase of land, or usages that are restricted for bank

financing under RBI regulations.

Details of utilization of proceeds The proceeds shall be parked in such accounts as may be

permitted under Applicable Laws, from time to time, and

utilized by the Issuer towards meeting the Objects of the Issue.

Coupon Rate / Interest Rate 9.00% (Nine per cent) per annum

Step Up/ Step Down Coupon

Rate

None

Coupon Payment Frequency

On an annual basis which shall accrue during the Interest Period

payable on the coupon payment dates. Notwithstanding the

aforesaid, it is clarified that the last Coupon Payment Date shall

be the Redemption Date.

Interest Period shall mean:

- at the first instance, the period commencing from the Deemed

Date of Allotment and ending on the first Coupon Payment Date

(inclusive of both days);

- subsequently, period commencing from the date immediately

following the (previous) Coupon Payment Date and ending on

the final maturity date (inclusive of both days).

Please see the ‘Definitions and Abbreviations’ section of this

Information Memorandum and the ‘Illustration of Cash Flow’

as stipulated in Appendix – 4 hereof for further details.

Coupon Payment Dates /

Interest Payment Date

First coupon payment date: July 17, 2021

Final coupon date: January 14, 2022

It is hereby clarified that if the Coupon Payment Date falls on a

day which is not a Working Day, then the Working Day


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57

immediately preceding such day shall be the Coupon Payment

Date, provided that the Interest/ Coupon shall be calculated till

end of the original Interest Period i.e. till expiry of originally

stipulated Coupon Payment Date (in this Issue, January 14,

2022), on the outstanding Principal Amount of the Debentures.

Coupon Type Fixed

Coupon Reset Process Not Applicable

Day Count Basis Actual/ Actual.

It is clarified that in case of Interest payment in a leap year, the

same shall be calculated taking the number of days as 366 (three

hundred and sixty six) days (per the SEBI Circular dated

November 11, 2016 bearing reference CIR/IMD/DF-

1/122/2016). Interest of Application Money Interest at applicable Coupon Rate will be paid on the

application money to the subscriber (subject to the deduction of

tax at source at prevailing rates, as applicable). Such interest

will be paid for the period commencing from the date of credit

of amount in the Issuer’s account, up to (but excluding) the

Deemed Date of Allotment. Such interest will be paid to the

relevant applicants within 7 (seven) Business Days from the

Deemed Date of Allotment. Default Interest Rate / Default

in Payment

In case of default in payment of Coupon and/or Principal

Amount on the respective due dates, additional interest @

2.00% p.a. over the Coupon Rate will be payable by the

Company for the period commencing from the relevant due date

until the actual payment thereof. In absence of demand, such

default interest shall be payable on the next Coupon Payment

Date. Penal Interest Rate In the event of non-compliance of material terms of the

Debenture Trust Deed, penal interest shall be payable at 2.00%

p.a. over the Coupon Rate, for the defaulting period. In the

absence of demand, such interest shall be payable on the next

Coupon Payment Date.

Tenor 18 (Eighteen) months from the Deemed Date of Allotment

Principal Redemption Bullet payment of Principal Amount on the Redemption Date

i.e. at the end of 18 (Eighteen) months from the Deemed Date

of Allotment.

Redemption Date January 14, 2022

Redemption Amount Face value at par i.e. the aggregate of the outstanding Principal

Amount of the Debenture(s).

Redemption Premium/ Discount Not applicable

Issue Price At face value i.e. Rs. 10,00,000 (Rupees Ten Lakhs) per

Debenture.


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Discount at which Debenture is

issued and the effective yield as a

result of such discount

Not applicable

Put date Not Applicable

Put price Not Applicable

Call date Not Applicable

Call price Not Applicable

Put Notification time Not Applicable

Call Notification time Not Applicable

Face Value Rs. 10,00,000 (Rupees Ten Lakhs) per Debenture.

Partly paid up/ fully paid up Fully paid-up

Minimum Application Size 10 Debenture(s) and in multiples of 10 Debenture(s) thereafter.

Issue Timing (Series – VI)

1. Issue / Bid Opening Date

2. Issue / Bid Closing Date

3. Pay-in Date

4. Deemed Date of Allotment

July 16, 2020

July 16, 2020

July 17, 2020

July 17, 2020

Bidding Window Timings as notified by the Issuer on the Electronic Book

Platform/ website of the Electronic Book Provider

Bid Book Type Open bidding

Funds/ Pay-in Settlement T+1 Day, (where T refers to the Issue / Bid Open Date) through

the Clearing Corporation Account.

Issuance mode of Debentures Demat

Trading mode of the Debentures Demat

Market lot The minimum lot size for trading shall be 1 Debenture and in

multiples of 1 thereafter.

Settlement mode of the

Debentures

Payment on redemption will be made by RTGS / NEFT in the

name of the Debenture Holders whose names appear on the list

of beneficial owners given by the Depository to the Issuer as on

the Record Date. Depository NSDL and CDSL

Business Day/Holiday

convention

• Should any of the date(s), including the Date of

Allotment/Deemed Date of Allotment, or the Record Date,

as defined in the Disclosure Document, fall on a day which


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59

is not a Working Day, the next Working Day shall be

considered as the effective date.

• Should the Final Maturity Date/ Redemption Date or

Coupon Payment Date fall on a day which is not a Working

Day, the Interest payments and/or redemption proceeds (as

the case may be) shall be paid on the previous Working Day.

The term “Working Day” shall mean a day (other than a

Sunday and Saturdays of a month), on which banks are normally

open for regular banking business and money markets are

functioning in Mumbai, excluding such days when no high

value clearing or no RTGS is available (for any reason

whatsoever) where the Registered/Corporate Office of the

Issuer is situated.

Record Date The date, as may be fixed by the Company, which would be at

least 7 (seven) days (or such other date as the Board may decide)

before the Coupon Payment Date and/or the Redemption Date

(as the case may be), for determination of the persons entitled

to amounts in respect of the Debentures.

Security Interest/ Security

Creation / Timeline for

execution of Security

Documents and Debenture

Trust Deed

The Debentures shall be secured by way of a first ranking

charge created in favour of the Debenture Trustee (for the

benefit of the Debenture Holders), by way of hypothecation

over the Receivables of the Issuer, such that the security interest

provides a 1.25x cover (of the aggregate outstanding face value

of the Debentures). This security interest shall be shared on a

pari passu basis with (a) the existing security interest created in

favour of / for the benefit of the Existing Lenders in respect of

Existing Secured Borrowings, and (b) the security interest that

may be created in the future to secure the future senior, secured

borrowings of the Issuer, including those raised by way of loan

facility and/or issuance of debt securities.

Agreement for creation of security i.e. security interest over the

receivables of the Company (“Deed of Hypothecation”) and

the Debenture Trust Deed, shall be executed within 60 days

from the Deemed Date of Allotment (“Original Time Frame”).

Failure to comply with the above, will attract 2% p.a. penal

interest over and above the Coupon Rate, after lapse of

additional period of 60 days (“Grace Period”) until the security

is created. The said Penal Interest (in absence of demand) shall

be payable on the Coupon Payment Date.

Failure to execute the Deed of Hypothecation and/or the

Debenture Trust Deed (as the case may be), within the “Grace

Period” shall be an Event of Default, and shall be dealt as per

guidelines specified in this Information Memorandum/

Debenture Trust Deed. Material Transaction

Documents • Letter of appointment appointing Catalyst Trusteeship

Limited as Debenture Trustee to the Debenture holders.

• Debenture Trust Deed

• Debenture Trustee Agreement

• Deed of Hypothecation


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60

• Letter of appointment appointing a Registrar and Transfer

Agent to the Issue.

• Memorandum & Articles of Association of the Company.

• Latest Board Resolution authorizing issue of Debentures

offered under terms of the Disclosure Document.

• Letter from Rating agencies conveying the credit rating for

the Debentures of the Company.

• Rating rationale pertaining to the Debentures.

• Any other document designated as “Material Transaction

Document” by the Debenture Trustee after the Deemed

Date of Allotment.

Conditions Precedent The following documents shall have been submitted with the

Debenture Trustee:

1. Certified true copy of latest Memorandum and Articles

of the Company.

2. Certified copy of Board Resolution authorizing issue of

Debentures offered under terms of this Information

Memorandum and other relevant Transaction

Documents and the list of authorized signatories.

3. Certified true copy of the resolutions of the

shareholders of the Issuer for private placement of the

Debentures.

4. Copy of the consent letter from Link Intime India

Private Limited for acting as registrar to the issue

5. Copy of the consent letter from Catalyst Trusteeship

Limited for acting as the Debenture Trustee

6. Copy of the letter from ICRA reaffirming the rating of

the Debentures and the rating rationale pertaining

thereto.

7. Copy of the in-principle approval from BSE for listing

of Debentures.

8. Copy of the tripartite agreement between the Company,

National Securities Depository Ltd/Central Depository

Services (India) Ltd and the Registrar to the Issue of

Debentures in dematerialized form.

Conditions Subsequent Deed of Hypothecation and the Debenture Trust Deed, shall be

executed within 60 days from the Deemed Date of Allotment.

Events of Default An Event of Default shall have occurred upon the happening of

any event or circumstances, including those mentioned

hereunder after giving 30 (thirty) days’ time for rectification of

the same:


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61

• Any delay in payment of Coupon or redemption of the

Debentures proceeds: no grace/cure period applicable

• Non-execution of any of the security creation documents

such as Debenture Trust Deed or any other document as

may be prescribed by the Debenture Trustee for creation of

security interest as per terms of this Information

Memorandum, to the satisfaction of the Debenture Trustee

even after expiry of the Grace Period;

• Delisting of Debentures during the tenor of the NCDs,

except on account of or arising from any force majeure

event;

• If the Issuer commences a voluntary proceeding under any

applicable bankruptcy, insolvency, winding up or other

similar law now or hereafter in effect, or admits inability to

pay its respective debts as they fall due, or consents to the

entry of an order for relief in an involuntary proceeding

under any such law, or consents to the appointment of or

the taking of possession by a receiver, liquidator, assignee

(or similar official) for any or a substantial part of its

respective property;

• If a petition is filed for the winding up of the Issuer and the

same is admitted, and such petition is not dismissed or

stayed within a period of 30 (thirty) days of such petition

being admitted;

• Breach of any material representations and/or warranties or

covenants contained in this Disclosure Document or any

other Transaction Document, which is detrimental to the

interest of the Debenture Holders in the discretion of the

Debenture Trustee (acting on the instructions of the

Majority Debenture Holders) or any such representations

and/or warranties are found to be untrue, misleading or

incorrect, when made or deemed to be made.

Roles and responsibilities of the

Debenture Trustee

By applying for these Debentures, the Investors/ Debenture

Holders are deemed to have irrevocably given their authority

and consent to Catalyst Trusteeship Limited (and/or its

successors, assigns) to act as the Debenture Trustee and for

doing such acts, deeds and things necessary in respect of such

Debentures and/or to carry out their duty in such capacity.

The specific role and responsibilities of the Debenture Trustee

shall be in accordance with the Securities and Exchange Board

of India (Debenture Trustee) Regulations, 1993 (as amended

from time to time), and as more particularly stipulated in the

Debenture Trust Deed.

Governing Law and

Jurisdiction

The Debentures are governed by and will be construed in

accordance with the Indian law. The Company, the Debentures

and Company’s obligations under the Debentures shall, at all

times, be subject to the directions of SEBI. The Debenture

holders, by purchasing the Debentures, agree that the Courts in

Mumbai shall have exclusive jurisdiction with respect to

matters relating to the Debentures.

Allotment of Debenture in

Dematerialized Form

Subject to satisfaction of all legal formalities and other

requirements of the Issuer, the Issuer shall instruct the


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62

depository to credit the depository account of the allottee on the

Deemed Date of Allotment or within 10 (ten) Business Days

from the Deemed Date of Allotment. Prepayment /Buy Back Prepayment of Debentures can be undertaken with prior written

permission of Majority Debenture Holders, without attracting

any penalty and/or additional interest. Prepaid amount shall be

applied pro rata as per the Debentures held by respective the

Debenture Holders.

Expenses The Issuer shall bear all expenses for consummating the

transaction including but not limited to legal, accounting,

payment of regulatory charges and technical due diligence.

Taxation All taxes as per law excluding Income Tax, as and when

applicable on the instrument from time to time shall be borne

by the Company.

Letter of Allotment The Issuer shall ensure the Debentures are credited to the

Demat accounts of investors within 10 (ten) Working Days

from the Deemed Date of Allotment.

Majority Debenture Holders At any point in time, the Debenture Holders holding such

number of Debentures whose aggregate face value represents

more than 50 (fifty) per cent of the aggregate face value of all

Debentures issued and outstanding at that time under this Issue.


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63

MATERIAL DOCUMENTS

Copies of the following documents may be inspected at the registered office of the Company from

11:00 am to 1:00 pm on any Business Day (Monday to Friday) until the date of closing of this Issue:

1. Certified copies of last 3 Financial Years’ Annual Report containing the audited Balance

Sheet and Profit & Loss Account.

2. Certified true copy of the Certificate of Incorporation of the Company dated January 10,

1997.

3. Certified true copy of the Certificate of Incorporation of the Company dated February 24,

2011 pursuant to change of name.

4. Certificate of Registration dated February 12, 2014 issued by RBI, under section 45IA of

the Reserve Bank of India Act, 1934.

5. Certified copy of Board Resolution dated May 20, 2020 authorizing issue of Debentures

offered under terms of this Information Memorandum and other relevant Transaction

Documents and the list of authorized signatories.

6. Certified true copy of the Memorandum and Articles of the Company.

7. Certified true copy of the resolutions of the shareholders of the Issuer passed on September

25, 2019.

8. Copy of the consent letter dated July 6, 2020 from Catalyst Trusteeship Limited. for acting

as Debenture Trustee for and on behalf of the holder(s) of the Debentures.

9. Copy of the consent letter dated July 6, 2020 from Link Intime India Private Limited for

acting as registrar to the Issue.

10. Copies of the letters dated July 7, 2020 (bearing reference nos. and) issued by the existing

trustees (in respect of the Existing Secured Borrowings), by way of which they have

confirmed ceding of charge and consented to creation of security interest (on a pari passu

basis) for securing the Debentures under this Issue.

11. Copy of the letter dated July 6, 2020 from ICRA conveying the credit rating for part of the

Debentures of the Company and the rating rationale pertaining thereto dated August 5, 2019.

12. Copy of the in-principle approval provided by BSE vide communication bearing reference

no. DCS/COMP/BS/IP-PPDI/223/20-21 dated July 14, 2020 for listing of Debentures.

13. Copy of the tripartite agreement between the Company, National Securities Depository

Ltd/Central Depository Services (India) Ltd and the Registrar to the Issue of Debentures in

dematerialized form.

14. Copy of the Debenture Trustee Agreement executed on or about the date of this Information

Memorandum.


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64

DIRECTOR’S DECLARATION

It is hereby declared that this Information Memorandum/ Disclosure Document contains full

disclosures in accordance with the Securities and Exchange Board of India (Issue and Listing of

Debt Securities) Regulations, 2008 (issued vide circular no. LAD-NRO/GN/2008/13/127878 dated

June 06, 2008), as amended by Securities and Exchange Board of India (Issue and Listing of Debt

Securities) (Amendment) Regulations, 2012 issued vide circular no. LAD-NRO/GN/2012-

13/19/5392 dated October 12, 2012 and Securities and Exchange Board of India (Issue and Listing

of Debt Securities) (Amendment) Regulations, 2014 issued vide circular no. LAD-NRO/GN/2013-

14/43/207 dated January 31, 2014 and Securities and Exchange Board of India (Issue and Listing of

Debt Securities) (Amendment) Regulations, 2016 issued vide Circular No. LAD-NRO/GN/2016-

17/004 dated May 25, 2016 and Securities and Exchange Board of India (Issue and Listing of Debt

Securities) (Amendment) Regulations, 2017 issued vide Circular No.. LAD-NRO/GN/2017-18/009

dated June 13, 2017 and Securities and Exchange Board of India (Issue and Listing of Debt

Securities) (Second Amendment) Regulations, 2017 issued vide Circular No. LAD-NRO/GN/2017-

18/023 dated December 15, 2017 and Securities and Exchange Board of India (Issue And Listing

Of Debt Securities) Amendment Regulations, 2018 issued vide Circular No. SEBI/LAD-

NRO/GN/2018/42 and Securities and Exchange Board of India (Issue And Listing Of Debt

Securities) (Amendment) Regulations, 2019 issued vide Circular No. SEBI/LAD -

NRO/GN/2019/13 dated May 07, 2019 and the RBI guidelines on Raising Money through Private

Placement of NCDs by NBFCs issued by RBI Circular No. RBI/2014-15/475 DNBR (PD) CC No.

021/03.10.001/2014-15 dated February 20, 2015 (now consolidated in the RBI NBFC Master

Directions 2016), as amended from time to time and the Companies Act, 2013 read with the

Companies (Prospectus and Allotment of Securities) Rules, 2014.

The Issuer having made all reasonable inquiries, accepts responsibility for and confirms that the

information contained in this Information Memorandum is true and correct in all material aspects

and is not misleading in any material respect and that the opinions and intentions expressed herein

are honestly held and that there are no other facts, the omission of which make 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 accepts no responsibility for statements made otherwise than in this

Information Memorandum or any other material issued by or at the instance of the Issuer and anyone

placing reliance on any other source of information would be doing so at his/her/their own risk. 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 materially consistent with disclosures permitted by regulatory

authorities to the issue of securities made by companies in the past.

I, as the Managing Director of the Issuer, hereby confirm that:

a. the Issuer has complied with the provisions of the Companies Act and the rules made

thereunder;

b. the compliance with the Companies 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 offer shall be used only for the Object.


Serial No.: ___




65

I am authorised by the Board of Directors of the Company vide resolution dated May 20, 2020 to

sign this Information Memorandum/ Disclosure Document and declare that all the

requirements of Companies Act, 2013 and the rules made thereunder in respect of this

subject matter of this Information Memorandum and matters incidental thereto have been

complied with. Whatever is stated in this Information Memorandum and in the attachments

thereto is true, correct and complete and no information material to the subject matter of

this Information Memorandum 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.

Signed for Xander Finance Private Limited

Name: Amar Merani Designation: Managing Director

Date: July 14, 2020 Place: Mumbai


Serial No.: ___




66

ANNEXURE - 1

PART - A | Consent Letter from Debenture Trustee


Serial No.: ___




67

PART - B | Consent Letter from Registrar of the Issue


Serial No.: ___




68

ANNEXURE - 2

Rating Letter & Rating Rationale from ICRA


Serial No.: ___




69


Serial No.: ___




70


Serial No.: ___




71


Serial No.: ___




72


Serial No.:___

Investor name: __________________




Serial No.:__

Investor name: __________________




Serial No.: ___




75


Serial No.: ___




76


Serial No.: ___




77

ANNEXURE - 3

Copy of Board Resolution


Serial No.: ___




78


Serial No.: ___




79


Serial No.: ___




80


Serial No.: ___




81

ANNEXURE - 4

Copy of Shareholders Resolution

APPENDIX - I

82A

S.R. BATLIBOI & Co. LLP Chartered Accountants

Key audit matters I How our audit addressed the key audit matter

Impairment of financial instruments (including provision for expected credit losses) (as described in note 44 of the standalone Ind AS financial statements) Ind AS 109 requires the Company to provide for impairment of its loan receivables (financial instruments) using the expected credit loss (ECL) approach. ECL involves an estimation of probabilityweighted loss on financial instruments over their life, considering reasonable and supportable information about past events, current conditions, and forecasts of future economic conditions which could impact the credit quality of the Company's loans and advances. In the process, a significant degree of judgement has been applied by the management for:

a)

b)

c)

Defining qualitative/ quantitative thresholds for 'significant increase in credit risk' ("SICR") and 'default'. Determining effect of less frequent past events on future probability of default. Estimation of management overlay for macroeconomic factors which could impact the credit quality of the loans.

• Read and assessed the Company's accountingpolicy for impairment of financial assets and its compliance with Ind AS 109 and the governance framework approved by the Board of Directors pursuant to Reserve Bank of India guidelines . issued on March 13, 2020.

• Tested the assumptions used by the Company forstaging of loan portfolio into various categoriesand default buckets for determining theprobability of default ('PD') and loss givendefault ('LGD') rates. Tested the input data usedfor determining the PD and LGD rates and agreedthe data with the underlying books of accountsand records.

• Tested the operating effectiveness of thecontrols for staging of loans based on their pastdue status. Tested samples of performing (stage1) loans to assess whether any loss indicatorswere present requiring them to be classifiedunder stage 2 or 3.Additional considerations on account of CoVID-19

Pursuant to the Reserve Bank of India circular dated March 27. 2020 ("RBI circular") allowing lending •institutions to offer a moratorium to customers on payment of instalments falling due between March 1, 2020 and May 31, 2020, the Company has extended

Performed inquiries with the Company's management and its risk management function to assess the impact of lock-down on the business activities of the Company.

a moratorium to its borrower in accordance with its Board approved policy as described In Note 52. • Reviewed the Company's policy with respect to

moratorium pursuant to the RBI circular and tested the implementation of such policy on asample basis.

In accordance with the guidance from Institute of Chartered Accountants of India {'ICAI'), providing moratorium by itself is not considered to result in a SICR for a borrower. The Company has recorded a management overlay of Rs. 700. 70 lakhs as part of its •ECL, to reflect among other things an increased risk

Tested assumptions used by the management in determining the overlay for macro-economicfactors (including CoVID-19 pandemic) inaccordance with the governance framework approved by the Board of Directors pursuant toReserve Bank of India guidelines issued on March13, 2020.

of deterioration in macro-economic factors caused by Novel Coronavirus (CoVID-19) pandemic. Given the unique nature and scaie of the economic impact of this pandemic, its timing being close to the year-end, and no reliable data being available regarding the impact of various regulatory packages, the management overlay estimate is based on various factors. In accordance with the guidance in Ind AS 109, the management overlay estimate takes into account reasonable and supportable information without incurring significant cost. Given that the pandemic and its impact remain a rapidly dynamic situation, the actual credit losses for the next 12 months could be different than the ECL estimates prepared by the Company. In view of the high degree of management's

judgement involved in estimation of ECL, accentuated by the considerations for CoVI0-19 related developments, it is an area of a key audit matter.

• Tested the arithmetical accuracy of computationof ECL provision performed by the Company in spreadsheets.

• Compared the disclosures included in thestandalone Ind AS financial statements in respectof expected credit losses including specificdisclosures made with regards to themanagement's evaluation of the uncertaintiesarising from COVID-19 and its impact on ECLestimation.

82B

S.R. BATUBOI & Ca LLP Chartered Accountants

Transition to Ind AS accounting framework

(as described in note 45 of the standalone Ind AS financial statements)

In accordance with the roadmap for implementation • Read the Ind AS impact assessment performed by the management and the resultant changes made to the accounting policies considering the requirements of the new framework.

of Indian Accounting Standards (Ind AS) for nonbanking financial companies, as announced by the Ministry of Corporate Affairs, the Company has adopted Ind AS from April 1, 2019 with an effective date of April 1, 2018 for such transition. For periods •up to and including the year ended March 31, 2019, the Company had prepared and presented its financial statements in accordance with in accordance with accounting standards notified under the section 133

Assessed the Judgement exercised by the management in applying the first-time adoption principles of Ind AS 1 01 especially in respect of fair valuation of assets and liabilities existing as at transition date.

Read changes made t o accounting policies in light of the requirements of the new framework.

of the Companies Act 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014 ("Indian GAAP" or •"previous GAAP"). In order to give effect of the transition to Ind AS, these financial statements for the year ended March 31, 2020, together with the comparative financial information for the previous year ended March 31, 2019 and the transition date balance sheet as at April 1, 2018 have been prepared under Ind AS.

• We understood the financial statement closureprocess and the additional controls (including ITcontrols) established by the Company for transition to Ind AS.

Assessed the judgement applied by the Company in determining its business model for classification of financial assets.

The transition has involved significant changes in the •Company's financial reporting policies and processes, including generation of reliable and supportable financial information. Further, the management has exercised significant judgement for giving an appropriate effect of the first-time adoption principles of Ind AS 101 , as at transition date and to determine the impact of the new accounting framework on certain accounting and disclosure requirements prescribed under Reserve Bank of India (RBI) directions, to the extent applicable.

• Tested the accounting adjustments posted as atthe transition date and in respect of the previousyear to convert the financial information reportedunder erstwhile Indian GAAP to Ind AS.

• Assessed the judgements applied by theCompany in respect of areas where theaccounting treatment adopted or the disclosuresmade under the new accounting framework wereinconsistent with the extant RBI Directions.

In view of the material impact and complexities and significant judgement involved in implementing Ind AS, we have focused on this area in our audit.

Other Information

• Assessed disclosures made by the managementfor compliance with IND AS

The Company's Board of Directors is responsible for the other information. The other information comprises the information included in the Directors report, but does not include the standalone Ind AS financial statements and our auditor's report thereon. Our opinion on the standalone Ind AS financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone Ind AS financial statements, our responsibility is to read the other information and, in doing so, consider whether such other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management for the standalone Ind AS Financial Statements

The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position. financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company

82C

S.R. BATLIBOt & Co. LLP Chartered Accountants

and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone Ind AS financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the standalone Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone Ind AS financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone Ind AS financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act. we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

Conclude on the aoorooriateness of manaoement's use of the aoino concern basis of ar:countinn ,mri. hr1sP.r1 I I I .J - .._,- .:,, - - · · - -- · - ---·- - · -----• • -•• •;::,-• •-1 -----

on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the standalone Ind AS financial statements, including the disclosures, and whether the standalone Ind AS financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone Ind AS financial statements for the financial year ended March 31. f020 and are therefore the key audit matters. We describe these matters in our auditor's report unless law.

82D

S.R. BATl.lBOI & Co. LLP Chartered Accountants

or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2016 ("the Order"), issued by the CentralGovernment of India in terms of sub-section (11) of section 143 of the Act, we give in the "Annexure 1" astatement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledgeand belief were necessary for the purposes of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as itappears from our examination of those books;

(c) The Balance Sheet, the Statement of Profit and Loss including the Statement of Other ComprehensiveIncome, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are inagreement with the books of account;

(d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the AccountingStandards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards)Rules, 201 5, as amended;

(e) On the basis of the written representations received from the directors as on March 31, 2020 taken onrecord by the Board of Directors, none of the directors is disqualified as on March 31, 2020 from beingappointed as a director in terms of Section 164 (2) of the Act;

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Companywith reference to these standalone Ind AS financial statements and the operating effectiveness of suchcontrols, refer to our separate Report in "Annexure 2" to this report;

(g) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 ofthe Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of ourinformation and according to the explanations given to us:

i. The Company does not have any pending litigations which would impact its financial position;

�i. The Company did not have any !ong�term contracts including derivative contracts for \r-Jhich there were any material foreseeable losses;

iii. There were no amounts which were required to be transferred to the Investor Education andProtection Fund by the Company.

Place of Signature: Mumbai Date; June 12, 2020

82E


Annexure 1 referred to under the heading "Report on other legal and regulatory requirements" of our report of even date

Re: Xander Finance Private limited ('the Company')

(i)(a) The Company has maintained proper records showing full particulars, including quantitative details and location of fixed assets.

(i)(b) Fixed assets have been physically verified by the management during the year and no material discrepancies were noticed on such verification.

(i)(c) According to the information and explanations given by the management, there are no immovable properties, included in property, plant and equipment of the Company and accordingly, the requirements under paragraph 3(i)(c) of the Order are not applicable to the Company.

(ii) The Company's business does not involve inventories and, accordingly, the requirements underparagraph 3(ii) of the Order are not applicable to the Company and hence not commented upon.

(iii) According to the information and explanations given to us, the Company has not granted any loans,secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered inthe register maintained under section 189 of the Companies Act, 2013. Accordingly, the provisions ofclause 3(iii)(a). (b) and (c) of the Order are not applicable to the Company and hence not commentedupon.

(iv) In our opinion and according to the information and explanation given to us, there are no loans,investments, guarantees and securities granted in respect of which provisions of section 185 and 186of the Companies Act 2013 are applicable and hence not commented upon.

(v) The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and theCompanies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause3(v) of the Order are not applicable.

(vi) To the best of our knowledge and as explained, the Central Government has not specified themaintenance of cost records under section 148(1) of the Act, for the products/ services of the company.

(vii)(a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, income-tax, goods & services tax and other statutory dues applicable to it. The provisions relating to employees' state insurance, duty of customs, duty of excise, value added tax and cess are not applicable to the Company.

(vii)(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income-tax, goods & services tax and other statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(vii)(c) According to the information and explanations given to us, there are no dues of income tax, sales-tax, goods and service tax and cess which have not been deposited on account of any dispute.

(viii)

(ix)

(x)

In our opinion and according to the information and explanation given by the management, the company has not defaulted in repayment of loans or borrowings to a bank or dues to debenture holders.

According to the information and explanations given by the management, the Company has not raised any money way of initial public offer/further public offer hence, reporting under clause (ix) is not applicable to the Company and hence not commented upon. Further, monies raised by the Company by way of term loans were applied for the purpose for which those were raised, though idle/surplus funds which were not required for immediate utilization were gainfully invested in liquid assets payable on demand.

Based upon the audit procedures performed for the purposes of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, we report that no fraud by the Company or no fraud on the Company by the officers and employees of the Company has been noticed or reported during the year.

82F

S. R. 8ATL1Bo1 & Co. LL P Chartered Accountants

(xi) According to the information and explanation given by the management, the provision of section 197read with Schedule V of the Act are not applicable to the company and hence reporting under clause 3(xi) are not applicable and hence not commented upon.

(xii) In our opinion, the Company is not a Nidhi company. Therefore, the provisions of clause 3(xi) of theorder are not applicable to the Company and hence not commented upon.

(xiii) According to the information and explanations given by the management, transactions with the relatedparties are in compliance with section 177 and 188 of Companies Act, 2013 where applicable and thedetails have been disclosed in the notes to the financial statements, as required by the applicableaccounting standards.

(xiv) According to the information and explanations given to us and on an overall examination of the balancesheet, the Company has not made any preferential allotment or private placement of shares or fully orpartly convertible debentures during the year under review and hence, reporting requirements underclause 3(xiv) are not applicable to the Company and, not commented upon.

(xv) According to the information and explanations given by the management, the Company has not enteredinto any non-cash transactions with directors or persons connected with him as referred to in section192 of Companies Act, 2013.

(xvi) According to the information and explanations given to us, we report that the Company has registeredas required, under section 45-IA of the Reserve Bank of India Act, 1934.

For S.R. Batliboi & Co. LLP Chartered Accountants ICAI m Registration Number: 301003E/E30.Q0?5

per Jayesh Gandhi Partner Membership Number: 037924 UDIN: 2003 7924AAAADL 1098

Place of Signature: Mumbai Date: June 12, 2020

7�

�� !

82G


ANNEXURE 2 TO THE INDEPENDENT AUDITOR'S REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS OF XANDER FINANCE PRIVATE LIMTED

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of Xander Finance Private ("the Company") as of March 31, 2020 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's Management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting with reference to these standalone financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing as specified under section 143(1 O) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting with reference to these standalone financial statements was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls over financial reporting with reference to these standalone financial statements and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting with reference to these standalone financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial statements, u.tho♦hor- Mt •o t.n fr!;J, ,1"4 n.- of'"r'nr.,., 1'-�1 IVI UU\,,, 11..U 11 UUU VI \:ol I VI •

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls over financial reporting with reference to these standalone financial statements.

Meaning of Internal Financial Controls Over Financial Reporting With Reference to these Financial Statements

A company's internal financial control over financial reporting with reference to these standalone financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting with reference to these standalone financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of

� t111<1uthorised acquisition, use, or disposition of the company's assets that could have a material effect on the {6,_�. finonoia I statements.

-�82H

S.R. BATUBOl&Co. LLP Chartered Accountants

Inherent Limitations of Internal Financial Controls Over Financial Reporting With Reference to these standalone Financial Statements

Because of the inherent limitations of internal financial controls over financial reporting with reference to these standalone financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting with reference to these standalone financial statements to future periods are subject to the risk that the internal financial control over financial reporting with reference to these standalone financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, adequate internal financial controls over financial reporting with reference to these standalone financial statements and such internal financial controls over financial reporting with reference to these standalone financial statements were operating effectively as at March 31, 2020, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For S. R. Batliboi & Co. LLP Chartered Accountants ICAZ,,

:egi

�ber: 301

,

00��5'

�� : - V

p;=Jayesh G:;;dhi. 0f fvil.. Bl']•� Partner *�Membership Number: 037924 �- � UDIN: 20037924AAAADL 1098 �

Place of Signature: Mumbai Date: June 12, 2020

82I

Information Memorandum Private & Confidential

Serial No.:___ For Private Circulation only



PART – A | Balance Sheet & Statement of Profit and Loss

Particulars (Rupees in Crores)

As at 31st

Mar 2020

As at 31st

March 2019

(Standalone)

Ind-AS

(Standalone)

Ind-AS

ASSETS

Financial assets

Cash and cash equivalents 187.60 30.85

Loans 951.92 1,417.91

Investments 12.00 12.00

Other Financial assets 52.05 0.87

Non-financial Assets

Current assets (net) 15.23 1.38

Deferred tax assets (net) 6.04 10.74

Property, plant and equipment 8.64 2.06

Other Intangible assets 0.05 0.03

Other non-financial assets 1.04 0.91

TOTAL 1,234.57 1,476.75

LIABILITIES AND EQUITY

Financial Liabilities

Payables

(I)Trade Payables - -

(i) total outstanding dues of micro enterprises and small enterprises - -

(ii) total outstanding dues of creditors other than micro enterprises and

small enterprises0.11 0.03

Debt Securities 174.20 298.40

Borrowings (other than debt security) 489.06 637.20

Other Financial liabilities 12.22 12.35

Non-financial Liabilities

Current tax liabilities (net) 0.07 0.07

Provisions 0.85 0.72

Other non-financial liabilities 0.86 1.88

Equity

Equity share capital 148.05 148.05

Other equity 409.15 378.05

TOTAL 1,234.57 1,476.75

Note: The figures for the year ended March 31, 2020 are reported as per Ind AS and accordingly the figures

for the year ended March 31, 2019 have been restated to comply with Ind AS.

82


Serial No.: ___




83


As at 31st

Mar 2020

As at 31st

March 2019

(Consolidated)

Ind-AS

(Consolidated)

Ind-AS

ASSETS

Financial assets

Cash and cash equivalents 200.71 43.35

Loans 951.92 1,417.91

Investments - -

Other Financial assets 52.05 0.87

Non-financial Assets

Current assets (net) 15.26 1.40


Property, plant and equipment 8.64 2.06

Other Intangible assets 0.05 0.03

Other non-financial assets 1.05 0.92

TOTAL 1,235.72 1,477.28

LIABILITIES AND EQUITY

Financial Liabilities

Payables

(I)Trade Payables - -

(i) total outstanding dues of micro enterprises and small enterprises - -

(ii) total outstanding dues of creditors other than micro enterprises and

small enterprises 0.11 0.03

Debt Securities 174.20 298.40

Borrowings (other than debt security) 489.06 637.20

Other Financial liabilities 12.29 12.39

Non-financial Liabilities

Current tax liabilities (net) 0.11 0.07

Provisions 0.85 0.72

Other non-financial liabilities 0.85 1.88

Equity

Equity share capital 148.05 148.05

Other equity 410.20 378.54

TOTAL 1,235.72 1,477.28

Note: The figures for the year ended March 31, 2020 are reported as per Ind AS and accordingly the figures

for the year ended March 31, 2019 have been restated to comply with Ind AS.


Serial No.: ___




84


As at 31st

March-2019

(Standalone)

IGAAP

As at 31st

March-2018

(Standalone)

IGAAP

EQUITY AND LIABILITIES Shareholder's Funds Share Capital 148.05 148.05

Reserves and Surplus 384.96 345.95

533.01 494.00

Non-Current Liabilities

Long-term borrowings 526.59 755.84

Long term provisions 18.04 14.33

544.63 770.17

Current Liabilities

Short-term borrowings - 41.89

Trade Payables:

Due to Micro, Small and Medium Enterprises - -

Other than Micro, Small and Medium Enterprises 0.03 0.11

Other current liabilities 426.76 338.79

Short-term provisions 6.48 3.17

433.27 383.96

TOTAL 1510.91 1648.13

ASSETS Non-current assets Property, plant and equipment Tangible assets 1.23 0.48

Intangible assets 0.03 0.02

Capital work-in-progress - 0.75

Non-current investments 12.00 12.00


Long-term loans and advances 1037.57 1318.58

1058.41 1338.21

Current assets

Cash and bank balances 30.85 4.35

Short-term loans and advances 408.58 303.76

Other current assets 13.07 1.81

452.50 309.92

TOTAL 1510.91 1648.13


Serial No.: ___




85


As at 31st

March-2019

(Consolidated)

IGAAP

As at 31st

March-2018

(Consolidated)

IGAAP

EQUITY AND LIABILITIES Shareholder's Funds Share Capital 148.05 148.05

Reserves and Surplus 385.45 345.95

533.50 494.00

Non-Current Liabilities

Long-term borrowings 526.59 755.84

Long term provisions 18.04 14.33

544.63 770.17

Current Liabilities

Short-term borrowings - 41.89

Trade Payables:

Due to Micro, Small and Medium Enterprises - -

Other than Micro, Small and Medium Enterprises 0.03 0.10

Other current liabilities 426.80 338.79

Short-term provisions 6.48 3.18

433.31 383.96

TOTAL 1511.44 1648.13

ASSETS Non-current assets Property, plant and equipment Tangible assets 1.23 0.48

Intangible assets 0.03 0.02

Capital work-in-progress - 0.75


Long-term loans and advances 1037.57 1318.58

1046.41 1326.21

Current assets

Cash and bank balances 43.18 16.35

Short-term loans and advances 408.59 303.76

Other current assets 13.26 1.81

465.03 321.92

TOTAL 1511.44 1648.13


Serial No.: ___




86

Statement of Profit and Loss

Note: The figures for the period ended March 31, 2020 are reported as per Ind AS and accordingly the figures for the year

ended March 31, 2019 have been restated to comply with Ind AS.

Particulars

Year ended

31 March 2020

(Standalone)

Ind-AS

Year ended

31 March 2019

(Standalone)

Ind-AS

Revenue from operations

(i) Interest income 209.30 239.46

(ii) Others - 1.91

(iii) Net gain/ (loss) on fair value changes 0.63 3.08

(I) Total Revenue from operations 209.93 244.45

(II) Other Income 11.62 1.12

(III) Total Income (I + II) 221.55 245.57

Expenses

(i) Finance cost 91.91 108.41

(ii)

Net loss on derecognition of financial instruments 18.27 -

(iii) Impairment of financial assets 30.77 7.04

(iv) Employee benefit expenses 12.27 18.05

(v) Depreciation, amortization, and impairment 2.12 2.02

(vi) Other expenses 11.38 10.18

(IV) Total Expenses (IV) 166.72 145.70

(V) Profit/(loss) before tax 54.83 99.87

(VI) Exceptional items - -

(VII) Profit/(loss) before tax (V- VI) 54.83 99.87

(VIII) Tax Expense:

(1) Current tax 9.44 30.65

(2) Deferred tax 4.70 0.73

(3) Earlier years adjustments - -

(IX) Profit/(loss) for the period 40.69 68.49

(XIV) Other Comprehensive Income

A (i) Items that will not be classified to profit or loss

- Actuarial loss on gratuity valuation 0.01 0.07

Tax on above (0.00) (0.02)

Subtotal (A) 0.01 0.05

B (i) Items that will be classified to profit or loss (specify

items and amounts) - -

(ii) Income tax relating to items that will be reclassified to

profit or loss - -

Subtotal (B) - -

Other Comprehensive Income (A + B) 0.01 0.05

(XV) Total Comprehensive Income for the period 40.70 68.54


Serial No.: ___




87

Note: The figures for the year ended March 31, 2020 are reported as per Ind AS and accordingly the figures for the year

ended March 31, 2019 have been restated to comply with Ind AS.

Particulars

Year ended

31 March 2020

(Consolidated)

Ind-AS

Year ended

31 March 2019

(Consolidated)

Ind-AS

Revenue from operations

(i) Interest income 209.30 239.46

(ii) Others - 1.91

(iii) Net gain/ (loss) on fair value changes 0.63 3.08

(I) Total Revenue from operations 209.93 244.45

(II) Other Income 12.51 1.85

(III) Total Income (I + II) 222.44 246.30

Expenses

(i) Finance cost 91.91 108.41

(ii)

Net loss on derecognition of financial instruments 18.27 -

(iii) Impairment of financial assets 30.77 7.04

(iv) Employee benefit expenses 12.37 18.09

(v) Depreciation, amortization, and impairment 2.12 2.02

(vi) Other expenses 11.42 10.20

(IV) Total Expenses (IV) 166.86 145.76

(V) Profit/(loss) before tax 55.58 100.54

(VI) Exceptional items - -

(VII) Profit/(loss) before tax (V- VI) 55.58 100.54

(VIII) Tax Expense:

(1) Current tax 9.63 30.83

(2) Deferred tax 4.70 0.73

(3) Earlier years adjustments - -

(IX) Profit/(loss) for the period 41.25 68.98

(XIV) Other Comprehensive Income

A (i) Items that will not be classified to profit or loss

- Actuarial loss on gratuity valuation 0.01 0.07

Tax on above (0.00) (0.02)

Subtotal (A) 0.01 0.05

B (i) Items that will be classified to profit or loss (specify

items and amounts) - -

(ii) Income tax relating to items that will be reclassified to

profit or loss - -

Subtotal (B) - -

Other Comprehensive Income (A + B) 0.01 0.05

(XV) Total Comprehensive Income for the period 41.26 69.03


Serial No.: ___




88


Financial Year

2018-19

(Standalone)

IGAAP

Financial Year

2017-18

(Standalone)

IGAAP

INCOME

Revenue from Operations 236.20 210.61

Other Income 4.20 1.01

Total Revenue 240.40 211.62

EXPENDITURE

Employee benefit expenses 18.04 15.54

Financial costs 107.34 85.63

Other expenses 11.79 6.61

Depreciation and amortization expenses 0.35 0.59

Contingent provision against standard assets 5.63 6.46

Contingent provision against sub-standard assets - 1.13

Contingent provision against doubtful assets 1.13 -

Total 144.28 115.96

Profit before Tax 96.12 95.66

Tax Expense

Current Tax 30.65 35.64

Adjustment of tax related to earlier years - 0.12

Deferred Tax (1.20) (2.58)

Total Tax Expense 29.45 33.18

Profit after Tax 66.67 62.48


Serial No.: ___




89


Financial Year

2018-19

(Consolidated)

IGAAP

Financial Year

2017-18

(Consolidated)

IGAAP

INCOME Revenue from Operations 236.20 210.61

Other Income 4.94 1.02

Total Revenue 241.14 211.63

EXPENDITURE

Employee benefit expenses 18.09 15.54

Financial costs 107.34 85.63

Other expenses 11.81 6.62

Depreciation and amortization expenses 0.35 0.59




Total 144.35 115.97

Profit before Tax 96.79 95.66

Tax Expense

Current Tax 30.82 35.64

Adjustment of tax related to earlier years - 0.12

Deferred Tax (1.20) (2.58)

Total Tax Expense 29.62 33.18

Profit after Tax 67.17 62.48


Serial No.: ___




90

PART – B | Cash Flow Statement


Year ended

31 March 2020

(Standalone)

Ind-AS

Year ended

31 March 2019

(Standalone)

Ind-AS

Net Profit before tax 54.84 99.94

Adjustment for:

Expected credit loss on advances (10.72) 7.04

Depreciation and amortization 2.11 2.02

Interest on fixed deposits (5.35) (1.12)

Interest on taxes - 0.01

Loss on sale / discard of fixed assets 0.00 0.00

Income from sale of current investments (0.63) (3.08)

Operating Profit before working capital changes 40.25 104.81

Movement in working capital

Increase / (Decrease) in Financial liabilities (0.13) (2.62)

Increase / (Decrease) in Non- Financial liabilities (1.03) 0.47

Increase / (Decrease) in Trade Payables 0.08 0.03

Increase / (Decrease) in ESOP reserve 0.23 0.06

Increase / (Decrease) in Provisions 0.14 0.36

(Increase) / Decrease in Loan Book 476.71 161.17

Increase / (Decrease) in Financial assets (51.18) (0.16)

(Increase) / Decrease in other current assets (0.13) (0.29)

Cash Used in operations 424.69 159.02

Less: Direct Taxes paid (net of refunds) (23.30) (31.71)

Net Cash from / (used in) Operating Activities (A) 441.64 232.12

Cash flow from Investing Activities

Purchase of property, plant and equipment including capital work

in progress and capital advances (8.71) (0.36)

Purchase of current investments 188.63 (426.65)

Sale of current investments (188.00) 429.73

Interest on fixed deposits 5.35 1.12

Net Cash from / (used in) Investing Activities (B) (2.73) 3.84

Cash flow from Financing Activities

Borrowings (net) (272.34) (181.79)

Payment of Interim dividend

(including dividend distribution tax) (9.82) (27.67)

Net Cash from / (used in) Financing Activities (C) (282.16) (209.46)

Net increase in cash and cash equivalents (A)+(B)+(C) 156.75 26.50

Cash and Cash Equivalents at the beginning of the year 30.85 4.35

Cash and Cash Equivalents at the end of the year 187.60 30.85

Note: The figures for the year ending March 31, 2020 are reported as per Ind AS and accordingly, the figures

for the year ended March 31, 2019 have been restated to comply with Ind AS


Serial No.: ___




91


Year ended

31 March 2020

(Consolidated)

Ind-AS

Year ended

31 March 2019

(Consolidated)

Ind-AS


Adjustment for:

Expected credit loss on advances (10.72) 7.04



Interest on taxes - 0.01





Increase / (Decrease) in Financial liabilities (0.11) (2.59)

Increase / (Decrease) in Non- Financial liabilities (1.03) 0.47

Increase / (Decrease) in Trade Payables 0.08 0.03

Increase / (Decrease) in ESOP reserve 0.23 0.06

Increase / (Decrease) in Provisions 0.14 0.36

(Increase) / Decrease in Loan Book 476.71 161.17

Increase / (Decrease) in Financial assets (51.18) (0.17)

(Increase) / Decrease in other current assets (0.13) (0.29)

Cash Used in operations 424.71 159.04


Net Cash from / (used in) Operating Activities (A) 441.37 231.89




Purchase of current investments 188.63 429.73

Sale of current investments (188.00) (426.65)


Net Cash from / (used in) Investing Activities (B) (1.85) 4.56


Borrowings (net) (272.34) (181.79)

Payment of Interim dividend (including dividend distribution

tax) (9.82) (27.67)

Net Cash from / (used in) Financing Activities (C) (282.16) (209.46)




Note: The figures for the year ending March 31, 2020 are reported as per Ind AS and accordingly, the figures

for the year ended March 31, 2019 have been restated to comply with Ind AS


Serial No.: ___




92


Financial Year

2018-19

(Standalone)

IGAAP

Financial Year

2017-18

(Standalone)

IGAAP


Adjustment for:





Interest on taxes 0.01 0.05

Interest on fixed deposits (1.12) -





Increase / (Decrease) in other trade payables (0.07) -

Increase / (Decrease) in other current liabilities (0.42) (1.05)

Increase / (Decrease) in long term provisions 0.08 0.06

Increase / (Decrease) in short term provisions 0.27 0.00

(Increase) / Decrease in long term loans and advances 281.96 (310.73)

(Increase) / Decrease in short term loans and advances (104.82) (59.01)

(Increase) / Decrease in other current assets (11.26) 18.71

Cash Used in operations 165.74 (352.02)


Net Cash from / (used in) Operating Activities (A) 233.08 (284.58)




Purchase of current investments (426.65) (356.58)

Sale of current investments 429.73 357.59

Investment in subsidiary - (12.00)

Interest received on fixed deposits 1.12 -

Net Cash from / (used in) Investing Activities (B) 3.83 (11.90)


Long term borrowings (net) (140.86) 369.58

Short term borrowings (net) (41.89) (52.99)

Payment of Interim dividend (including dividend distribution

tax) (27.66) (24.95)

Net Cash from / (used in) Financing Activities (C) (210.41) 291.64

Net increase in cash and cash equivalents (A)+(B)+(C) 26.50 (4.84)




Serial No.: ___




93


Financial Year

2018-19

(Consolidated)

IGAAP

Financial Year

2017-18

(Consolidated)

IGAAP


Adjustment for:





Interest on taxes 0.01 0.05






Increase / (Decrease) in other trade payables (0.07) -

Increase / (Decrease) in other current liabilities (0.40) (1.04)

Increase / (Decrease) in long term provisions 0.09 0.06

Increase / (Decrease) in short term provisions 0.27 0.00

(Increase) / Decrease in long term loans and advances 281.96 (310.73)

(Increase) / Decrease in short term loans and advances (104.83) (59.01)

(Increase) / Decrease in other current assets (11.43) 18.70

Cash Used in operations 165.59 (352.02)


Net Cash from / (used in) Operating Activities (A) 232.67 (284.59)




Purchase of current investments (426.65) (356.58)

Sale of current investments 429.73 357.59


Net Cash from / (used in) Investing Activities (B) 4.57 0.11


Long term borrowings (net) (140.86) 369.58

Short term borrowings (net) (41.89) (52.99)

Payment of Interim dividend

(including dividend distribution tax) (27.66) (24.95)

Net Cash from / (used in) Financing Activities (C) (210.41) 291.64





Serial No.: ___




94

APPENDIX – 2

EXISTING SECURED BORROWINGS

PART – A | Details of Secured Loan Facilities

(as on June 30, 2020)

Lender's

Name

Type of

Facility

Amount

sanctioned

(Rupees in

crores)

Principal

amount

outstanding

(Rupees in

crores)

Repayment

Date/Schedule

Security

State Bank

of India Term Loan

40.00

10.00

Repayable in 12 equal

quarterly instalments of

Rs.3.33 crores starting

from May 2018.

See Note 1

State Bank

of India Cash Credit

25.00

22.73

Facility subject to annual

review by the Bank See Note 1

Union Bank

of India Cash Credit

50.00

18.68



Andhra

Bank Term Loan

50.00

12.50




from June 2018.

See Note 1

Bank of

Baroda Term Loan

40.00

9.77




from June 2018.

See Note 1

Punjab

National

Bank

Cash Credit

50.00

48.85



Canara Bank Term Loan

50.00

20.66




from November 2018

See Note 1

Bank of

Maharashtra Term Loan

50.00

20.71




from December 2018.

See Note 1


Serial No.: ___




95

Lender's

Name

Type of

Facility

Amount

sanctioned

(Rupees in

crores)

Principal

amount

outstanding

(Rupees in

crores)

Repayment

Date/Schedule

Security

Karur Vysya

Bank Term Loan

50.00

20.83




from October 2018.

See Note 1

DCB Bank Term Loan

25.00

2.50




from June 2018.

See Note 1

Union Bank

of India Term Loan

100.00

41.67




from December 2018.

See Note 1

Syndicate

Bank Term Loan

50.00

29.17




from April 2019.

See Note 1

Oriental

Bank of

Commerce

Term Loan

50.00

28.98




from May 2019.

See Note 1

Lakshmi

Vilas Bank Term Loan

25.00

14.58




from April 2019.

See Note 1

Bajaj

Finance

Limited

Term Loan

50.00

15.00




from March 2019.

See Note 1

DCB Bank Cash Credit

24.75

6.18



AU Small

Finance

Bank

Term Loan

50.00

20.00



Rs.5 crores starting from

December 2019.

See Note 1

Tata Capital

Financial

Services

Limited

Term Loan

30.00

25.00




from January 2020.

See Note 1


Serial No.: ___




96

Lender's

Name

Type of

Facility

Amount

sanctioned

(Rupees in

crores)

Principal

amount

outstanding

(Rupees in

crores)

Repayment

Date/Schedule

Security

Bank of

India Term Loan

75.00

75.00




from March 2021.

See Note 1

Total 884.75 442.80

Note 1: All credit facilities stated above are secured by first pari-passu charge by way of hypothecation on the

Receivables of the Company.


Serial No.: ___




97

PART – B | Details of Existing NCDs (as on June 30, 2020)

Non-Convertible Debentures issued by the Issuer as on June 30, 2020

Series Tenor/

Period of

Maturity

Coupon Amount

(In

Crores)

Outstanding

amount (In

crores)

Date of

Allotment

Redempti

on Date /

Schedule

Credit

Rating

Security

Series

III

36 months 9.70%

Payable

quarterly

200.00 100.00 March 8,

2018

March 15,

2021 Long

Term

Credit

Rating of

ICRA A+

First pari-passu

charge by way

of

hypothecation

on the

Receivables

Series

IV

36 months 9.70%

Payable

quarterly

100.00 50.00 May 2,

2018

April 30,

2021 Long

Term

Credit

Rating of

ICRA A+

First pari-passu

charge by way

of

hypothecation

on the

Receivables

Series

V

36 months 10.25%

Payable

yearly

25.00 25.00 May 26,

2020

May 26,

2023 Long

Term

Credit

Rating of

ICRA A+

First pari-passu

charge by way

of

hypothecation

on the

Receivables

Total 325.00 175.00

Information Memorandum Private & Confidential

Serial No.:___ For Private Circulation only



APPENDIX – 3

Details of Existing Share Capital of the Issuer

Date of

Allotment

No. of Equity

Shares

Face

Value

(INR)

Issue

Price

(INR)

Consideration

(Cash, other than

cash, etc.)

Nature of

Allotment Cumulative

No. of Equity

Shares

Equity Share

Capital (INR)

Equity Share

Premium (INR)

07-Sep-11 34 10 17.50 595.00 Equity 392,244 3,922,440 255

07-Sep-11 1,176,730 10 17.50 20,592,775.00 Equity 1,568,974 15,689,740 8,825,730

14-Feb-12 23,960,975 10 20.50 491,199,987.50 Equity 25,529,949 255,299,490 260,415,968

31-Mar-12 20,000,000 10 17.50 350,000,000.00 Equity 45,529,949 455,299,490 410,415,968

31-Mar-12 5,714,285 10 17.50 99,999,987.50 Equity 51,244,234 512,442,340 453,273,105

20-Apr-12 147,619 10 21.00 3,099,999.00 Equity 51,391,853 513,918,530 454,896,914

20-Apr-12 47,619 10 21.00 999,999.00 Equity 51,439,472 514,394,720 455,420,723

20-Apr-12 57,583 10 21.00 1,209,243.00 Equity 51,497,055 514,970,550 456,054,136

20-Apr-12 164,285 10 21.00 3,449,985.00 Equity 51,661,340 516,613,400 457,861,271

20-Apr-12 4,829,213 10 21.00 101,413,473.00 Equity 56,490,553 564,905,530 510,982,614

20-Apr-12 16,059,902 10 21.00 337,257,942.00 Equity 72,550,455 725,504,550 687,641,536

08-May-12 72,874,928 10 21.00 1,530,373,488.00 Equity 145,425,383 1,454,253,830 1,489,265,744

09-Jun-12 2,624,833 10 21.00 55,121,493.00 Equity 148,050,216 1,480,502,160 1,518,138,907


Serial No.:02

Investor name: Punjab National Bank



APPENDIX – 4

Debenture Cash Flow | Illustration of Cash Flows

Coupon Rate: 9.00% (nine per cent) p.a.

Cash Flow Item Date No. of Days in

Coupon Period

Amount

(in Rs.)

First Coupon 17-Jul-2021 366 9,01,33,393

Final Coupon 14-Jan-2022 181 4,46,30,137

Principal 14-Jan-2022 547 100,00,00,000

Note: Please refer to Day Count Basis and Business Day Convention specified in the chapter ‘Issue

Details’ of this Information Memorandum.


Serial No.: ___




100

APPENDIX – 5

Application Form & Instructions

Serial No:

Name of Investor:

PAN:

APPLICATION FORM FOR SERIES VI DEBENTURES


CIN: U65921MH1997PTC258670

Registered Office:101, 5 North Avenue Maker Maxity, Bandra Kurla Complex, Mumbai – 400051

Tel: +91 22 61196010 Fax: +91 22 61196080

Website: www.xanderfinance.com Email: [email protected]

PRIVATE PLACEMENT OF LISTED, REDEEMABLE, NON-CONVERTIBLE

DEBENTURES

Having read and understood the terms & conditions for the private placement as provided in

the Information Memorandum dated July 14, 2020, we apply for allotment to us of the secured,

listed, fully redeemable, non-convertible debentures of the face value of Rs. 10,00,000/-

(Rupees Ten Lakhs only) each, maturing on January 14, 2022 (or 18 months from the Deemed

Date of Allotment). We bind ourselves to the terms and conditions of the Information

Memorandum. We note that the Board of Directors is entitled in its absolute discretion to

accept or reject this Application in whole or in part without assigning any reason whatsoever.

I / We irrevocably note and acknowledge the appointment of Catalyst Trusteeship Limited as

the Debenture Trustee and give my/ our authority and consent to the Debenture Trustee for

doing such acts and issuing such documents (for and on my/ our behalf) to carry their duties

in such capacity, including for purposes as specified in the Information Memorandum and as

may be specified in the Debenture Trust Deed.

I/ We agree and acknowledge that this Application form has been specifically delivered to me/

us, and I/ we cannot transfer and/or provide this form to any other person save and except

with the Issuer’s consent.

I/ We, hereby acknowledge and confirm that:

a) I/ we have satisfied ourselves of our eligibility to invest in these Debentures and hereby

confirm that:

(i) I/ we am/ are authorized to invest in these Debentures;

(ii) I/ we am/ are not restricted by our statute/constitution/deed from investing in these

Debentures;

(iii) I/ we have independently verified and satisfied myself/ ourselves of my/ our

eligibility to invest in these Debentures and am/ are not relying on any

representation of the Issuer, whether implicit or otherwise, to arrive at this

understanding regarding my/ our eligibility to invest in these Debentures; and

(iv) I/ we have complied and shall continue to comply with the relevant regulations/

guidelines/ constitution/ deed applicable to me/ us for investing/remaining invested

in these Debentures.


Serial No.: ___




101

b) I/ we have received the Information Memorandum issued by the Issuer on a private

placement basis in relation to these Debentures and have carefully read through and

understood the terms therein, including the risks inherent to these Debentures and the

risk factors disclosed in this document, and have received independent legal and

financial advice prior to applying for and subscribing to these Debentures.

By making this Application, I/ we acknowledge that I/ we have understood the terms and

conditions of the issue of Debentures as disclosed in the Information Memorandum.

(PLEASE READ THE INSTRUCTIONS CAREFULLY BEFORE FILLING THIS FORM)


Serial No.: ___




102

DEBENTURES APPLIED FOR

No. of Series VI Debentures

applied for (in words)

No. of Series VI Debentures

applied for (in figures)

Application Money /

Principal Amount (in words)

Application Money /

Principal Amount (in figures)

Payment Details

Remitting Bank (incl. Branch):

Remitted to Clearing Corporation Account maintained with (select as applicable):

ICICI Bank / Yes Bank / HDFC Bank

Transaction/ Remittance Reference Number:

Date of Remittance:

APPLICANT DETAILS

(Details to be filled in BLOCK LETTERS, IN ENGLISH ONLY)

FIRST/ SOLE APPLICANT’S NAME IN FULL

FIRST/ SOLE APPLICANT’S FATHER’S NAME IN FULL (IGNORE IF CORPORATE ENTITY)

SECOND APPLICANT’S NAME IN FULL

SECOND APPLICANT’S FATHER’S NAME IN FULL (IGNORE IF CORPORATE ENTITY)

THIRD APPLICANT’S NAME IN FULL

THIRD APPLICANT’S FATHER’S NAME IN FULL (IGNORE IF CORPORATE ENTITY)

FIRST/ SOLE APPLICANT’S ADDRESS (DO NOT REPEAT NAME)

(include Flat/ Unit Number, Building, Street, Locality, City, Pin Code)

PAN DETAILS

FIRST/ SOLE APPLICANT SECOND APPLICANT THIRD APPLICANT

FIRST/ SOLE APPLICANT’S CONTACT DETAILS

EMAIL

TEL FAX

DEPOSITORY DETAILS

DP NAME DP-ID CLIENT-ID


Serial No.: ___




103

BANK DETAILS

BANK NAME

BRANCH

IFSC

ACCOUNT NO

ACCOUNT TYPE

MICR CODE

SIGNATORIES

(To be signed by the Applicants/ authorised signatories)

FIRST/ SOLE

APPLICANT

SECOND

APPLICANT

THIRD

APPLICANT

NAME OF APPLICANT/

AUTHORISED SIGNATORY

STATUS/ DESIGNATION

SIGNATURE

PLACE

DATE

Initials of the Officer of the Issuer designated to keep the record: _________________________________________

Acknowledgment Slip


CIN: U65921MH1997PTC258670

Registered Office:101, 5 North Avenue Maker Maxity, Bandra Kurla Complex, Mumbai – 400051

Tel: +91 22 61196010 Fax: +91 22 61196080

Website: www.xanderfinance.com Email: [email protected]

APPLICANT’S NAME

RECEIVED APPLICATION FORM FOR ALLOTMENT OF SECURED, LISTED, FULLY NON-

CONVERTIBLE (SERIES VI) DEBENTURES MATURING ON JANUARY 14, 2022, TO BE ISSUED BY

XANDER FINANCE PRIVATE LIMITED IN TERMS OF INFORMATION MEMORANDUM DATED JULY

14, 2020

NO. OF DEBENTURES

PRINCIPAL AMOUNT

AUTHORISED

OFFICER’S

SIGNATURE


Serial No.: ___




104

INSTRUCTIONS FOR FILLING APPLICATION

Applicants are advised to read the Information Memorandum dated July 14, 2020 carefully, and

consult their respective financial, taxation and legal advisors, in order to understand and satisfy

themselves of the terms, conditions and risks associated with this Issue.

1. Application Form must be completed in BLOCK LETTERS IN ENGLISH. A blank space

must be left between two or more parts of the name. For example, if the name of the First/

Sole Applicant is Abc & Xyz Limited, it should be filled in as:

A B C & X Y Z L I M I T E D

If Applicant is an individual, please fill in the full name in the order: First Name, Middle

Name, Last Name.

2. Signatures should be made in English. Signatures made in any other Indian language must be

attested by an authorised official of a Bank or by a Magistrate / Notary Public under his / her

official seal.

3. Applications can be made in single or joint names (not more than three); in case of joint

names, all payments will be made out in favour the Applicant whose name appears first in the

application form; all notices, correspondence and communication will be addressed to the first

Applicant.

4. The subscription amount (equal to the face value of the Debentures applied for) shall be

payable along with the Application. The Applicant may transfer such amount by electronic

transfer of funds/RTGS, to the bank account of ICCL as per details mentioned below, only

from the bank account(s) which have been provided/ updated by the Applicant on the

Electronic Book Platform. Transmission of pay-in funds from any other account (other than

that registered/ updated on the Electronic Book Platform by the Applicant) will lead to

cancellation of the bid and debarment of the Applicant from accessing the Electronic Book

Platform in accordance with the relevant Operational Guidelines. The entire subscription

amount should be remitted to any one of the following Clearing Corporation Account only:

Bank ICICI Bank Yes Bank HDFC Bank

Beneficiary

Name

Indian Clearing

Corporation

Limited

Indian Clearing

Corporation Limited

Indian Clearing

Corporation Limited

Account

Number

ICCLEB ICCLEB ICCLEB

IFSC Code ICIC0000106 YESB0CMSNOC HDFC0000060

Mode of

Remittance

NEFT/ RTGS NEFT/ RTGS NEFT/ RTGS

5. As a matter of precaution against possible frauds all interest and other payments shall only be

made through RTGS or electronic funds transfer to the account linked to the demat-account

of the First Applicant or to the account as specified in the Application Form. Cheques will

only be issued and mailed to the address linked to the demat account, in case the bank details

are wrongly mentioned in the Application Form. No interest shall be earned on any unpaid

sums to the Debenture Holder if any sums have remained unpaid due to details of the account

in which the funds have to be transferred not been available or being incorrect.


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6. The minimum application size for subscription under this Issue shall be Rs. 1,00,00,000

(Indian Rupees One Crore only) i.e. 10 (Ten) Debentures, and in multiples of Rs. 1,00,00,000

(Indian Rupees One Crore only) i.e. 10 (Ten) Debentures thereafter.

7. Income Tax as applicable will be deducted at source, as applicable, at the time of payment of

any monies. Those who are eligible and desirous of claiming exemptions of tax under Income

Tax Act, 1961 are required to submit form 15G or the relevant certificate issued by the

Income-Tax Officer along with the Application Form.

8. Unless exempted, the following documents pertaining to the First/ Sole Applicant (attested

by Company Secretary / Directors/ Partner) must be lodged along with the Application,

wherever applicable:

a) Memorandum and Articles of Association/documents governing constitution;

b) Government notification/certificate of incorporation;

c) SEBI registration certificate, if applicable

d) Resolution authorizing investment along with operating instructions

e) Power of Attorney (original & certified true copy)

f) Form 15AA granting exemption from tax-deducted-at-source (TDS) on interest

g) Form 15H for claiming exemption from TDS on interest on application money, if any

h) Order u/s 197 of IT Act

i) Order u/s 10 of IT Act

j) Specimen signatures of authorised persons

k) Certified true copy of PAN card

l) Registered / communication address

m) Foreign Account Tax Compliance Act (FATCA) Form

9. The applications would be scrutinized and accepted as per the provisions of the terms and

conditions of this Issue, and as prescribed under Applicable Law, etc. The Company is

entitled, at its sole and absolute discretion, to accept or reject any application, in part or in

full, without assigning any reason whatsoever. An Application Form, which is not complete

in any respect, is liable to be rejected.

10. All future communication pertaining to this Issue should be addressed to the Registered Office

of the Company addressed to the “Directors”.

11. In case of applications by Mutual Funds registered with SEBI, a separate application must be

made in respect of each scheme of the Mutual Fund and such applications will not be treated

as multiple applications, provided that the application made by the Asset Management

Company/ Trustee/ Custodian clearly indicate their intention as to the scheme for which the

application has been made.

12. Fictitious Applications will be rejected. Attention of applicants is specially drawn to the

provisions of sub-section (1) of Section 38 of the Companies Act, 2013:

“Any person who:

a) makes or abets making of an application in a fictitious name to a company for acquiring,

or subscribing for, its securities; or

b) makes or abets making of multiple applications to a company in different names or in

different combinations of his name or surname for acquiring or subscribing for its

securities; or

c) otherwise induces directly or indirectly a company to allot, or register any transfer of,

securities to him, or to any other person in a fictitious name,

shall be liable for action under Section 447.”


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13. All capitalised terms used but not defined herein shall have the meaning ascribed to such term

in the Information Memorandum.