NAMRA FINANCE LIMITED CIN-U65999GJ2012PLC069596

Transcription

1 NAMRA FINANCE LIMITED CIN-U65999GJ2012PLC Registered Office: , Sakar III, Off. Ashram Road, Ahmedabad Gujarat- India Corporate Office: , Sakar III, Off. Ashram Road, Ahmedabad Gujarat- India Phone: , Fax: Contact Person & Compliance officer :Mr. Jaimish Patel Company Secretary Website: Issue of 333 (Three Hundred and Thirty Three) rated, listed, secured, senior, redeemable, taxable, transferrable, non-convertible debentures of face value of Rs. 10,00,000/-(Rs. Ten Lakh Only) each, aggregating Rs Crore (Thirty Three Crores and Thirty Lakhs Only) (the Debentures ) on a Private Placement basis (the Issue ) Date: Information Memorandum of Private Placement I. DISCLAIMER CLAUSE: THIS INFORMATION MEMORANDUM OF PRIVATE PLACEMENT (HEREINAFTER REFERRED TO AS THE INFORMATION MEMORANDUM IS NEITHER A PROSPECTUS NOR A STATEMENT IN LIEU OF PROSPECTUS. THE ISSUE OF RATED, SENIOR, SECURED, LISTED, REDEEMABLE NON-CONVERTIBLE DEBENTURES (HEREINAFTER REFERRED TO AS DEBENTURES ) TO BE ISSUED IS BEING MADE STRICTLY ON A PRIVATE PLACEMENT BASIS. IT IS NOT INTENDED TO BE CIRCULATED TO MORE THAN 49 (FORTY-NINE) PERSONS. 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 ISSUED TO THE PUBLIC IN GENERAL. APART FROM THIS INFORMATION MEMORANDUM, NO OFFER DOCUMENT OR PROSPECTUS HAS BEEN PREPARED IN CONNECTION WITH THE OFFERING OF THIS ISSUE OR IN RELATION TO THE COMPANY NOR IS SUCH A PROSPECTUS REQUIRED TO BE REGISTERED UNDER THE APPLICABLE LAWS. ACCORDINGLY, THIS INFORMATION MEMORANDUM HAS NEITHER BEEN DELIVERED FOR REGISTRATION NOR IS IT INTENDED TO BE REGISTERED. 1

2 THIS INFORMATION MEMORANDUM HAS BEEN PREPARED TO PROVIDE GENERAL INFORMATION ABOUT THE COMPANY TO POTENTIAL INVESTORS TO WHOM IT IS ADDRESSED AND WHO ARE WILLING AND ELIGIBLE TO SUBSCRIBE TO THE DEBENTURES. THIS INFORMATION MEMORANDUM DOES NOT PURPORT TO CONTAIN ALL THE INFORMATION THAT ANY POTENTIAL INVESTOR MAY REQUIRE. 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 NOR SHOULD ANY RECIPIENT OF THIS INFORMATION MEMORANDUM CONSIDER SUCH RECEIPT A RECOMMENDATION TO PURCHASE ANY DEBENTURES. EACH INVESTOR CONTEMPLATING THE PURCHASE OF ANY DEBENTURES SHOULD MAKE HIS OWN INDEPENDENT INVESTIGATION OF THE FINANCIAL CONDITION AND AFFAIRS OF THE COMPANY, AND HIS OWN APPRAISAL OF THE CREDITWORTHINESS OF THE COMPANY. 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 ANALYSE SUCH INVESTMENT AND THE SUITABILITY OF SUCH INVESTMENT TO SUCH INVESTOR'S PARTICULAR CIRCUMSTANCES. IT IS THE RESPONSIBILITY OF INVESTORS TO ALSO ENSURE THAT THEY WILL SELL THESE DEBENTURES IN STRICT ACCORDANCE WITH THIS INFORMATION MEMORANDUM AND OTHER APPLICABLE LAWS, SO THAT THE SALE DOES NOT CONSTITUTE AN OFFER TO THE PUBLIC WITHIN THE MEANING OF THE COMPANIES ACT, NONE OF THE INTERMEDIARIES OR THEIR AGENTS OR ADVISORS ASSOCIATED WITH THIS ISSUE UNDERTAKE TO REVIEW THE FINANCIAL CONDITION OR AFFAIRS OF THE COMPANY DURING THE LIFE OF THE ARRANGEMENTS CONTEMPLATED BY THIS INFORMATION MEMORANDUM OR HAVE ANY RESPONSIBILITY TO ADVISE ANY INVESTOR OR POTENTIAL INVESTOR IN THE DEBENTURES OF ANY INFORMATION AVAILABLE WITH OR SUBSEQUENTLY COMING TO THE ATTENTION OF THE INTERMEDIARIES, AGENTS OR ADVISORS. THE COMPANY CONFIRMS THAT, AS OF THE DATE HEREOF, THIS INFORMATION MEMORANDUM CONTAINS INFORMATION THAT IS ACCURATE IN ALL MATERIAL RESPECTS AND DOES NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT, OR OMITS TO STATE ANY MATERIAL FACT, NECESSARY TO MAKE THE STATEMENTS HEREIN, THAT WOULD BE, IN THE LIGHT OF 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 COMPANY TO ANY POTENTIAL INVESTOR PURSUANT HERETO AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THE INTERMEDIARIES AND THEIR AGENTS OR ADVISORS ASSOCIATED WITH THIS ISSUE HAVE NOT SEPARATELY VERIFIED THE INFORMATION CONTAINED HEREIN. ACCORDINGLY, NO REPRESENTATION, WARRANTY OR UNDERTAKING, EXPRESS OR IMPLIED, IS MADE AND NO RESPONSIBILITY IS ACCEPTED BY ANY SUCH INTERMEDIARY AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED IN THIS INFORMATION MEMORANDUM OR ANY OTHER INFORMATION PROVIDED BY THE COMPANY. ACCORDINGLY, ALL SUCH INTERMEDIARIES ASSOCIATED WITH THIS ISSUE SHALL HAVE NO LIABILITY IN RELATION TO THE INFORMATION CONTAINED IN THIS INFORMATION MEMORANDUM OR ANY OTHER INFORMATION PROVIDED BY THE COMPANY IN CONNECTION WITH THE ISSUE. 2

3 THE CONTENTS OF THIS INFORMATION MEMORANDUM ARE INTENDED TO BE USED ONLY BY THOSE INVESTORS TO WHOM IT IS ISSUED. IT IS NOT INTENDED FOR DISTRIBUTION TO ANY OTHER PERSON AND SHOULD NOT BE REPRODUCED BY THE RECIPIENT. EACH COPY OF THIS INFORMATION MEMORANDUM IS SERIALLY NUMBERED AND THE PERSON, TO WHOM A COPY OF THE INFORMATION MEMORANDUM IS SENT, IS ALONE ENTITLED TO APPLY FOR THE DEBENTURES. NO INVITATION IS BEING MADE TO ANY PERSONS OTHER THAN THOSE TO WHOM APPLICATION FORMS ALONG WITH THIS INFORMATION MEMORANDUM HAVE BEEN SENT. ANY APPLICATION BY A PERSON TO WHOM THE INFORMATION MEMORANDUM AND/OR THE APPLICATION FORM HAS NOT BEEN SENT BY THE COMPANY SHALL BE REJECTED WITHOUT ASSIGNING ANY REASON. THE PERSON WHO IS IN RECEIPT OF THIS INFORMATION MEMORANDUM SHALL MAINTAIN UTMOST CONFIDENTIALITY REGARDING THE CONTENTS OF THIS INFORMATION MEMORANDUM AND SHALL NOT REPRODUCE OR DISTRIBUTE IN WHOLE OR PART OR MAKE ANY ANNOUNCEMENT IN PUBLIC OR TO A THIRD PARTY REGARDING ITS CONTENTS, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY. EACH PERSON RECEIVING THIS INFORMATION MEMORANDUM ACKNOWLEDGES THAT: SUCH PERSON HAS BEEN AFFORDED AN OPPORTUNITY TO REQUEST AND TO REVIEW AND HAS RECEIVED ALL ADDITIONAL INFORMATION CONSIDERED BY AN INDIVIDUAL TO BE NECESSARY TO VERIFY THE ACCURACY OF OR TO SUPPLEMENT THE INFORMATION HEREIN; AND SUCH PERSON HAS NOT RELIED ON ANY INTERMEDIARY THAT MAY BE ASSOCIATED WITH ISSUANCE OF THE DEBENTURES IN CONNECTION WITH ITS INVESTIGATION OF THE ACCURACY OF SUCH INFORMATION OR ITS INVESTMENT DECISION. THE COMPANY DOES NOT UNDERTAKE TO UPDATE THE INFORMATION MEMORANDUM TO REFLECT SUBSEQUENT EVENTS AFTER THE DATE OF THE INFORMATION MEMORANDUM AND THUS IT SHOULD NOT BE RELIED UPON WITH RESPECT TO SUCH SUBSEQUENT EVENTS WITHOUT FIRST CONFIRMING ITS ACCURACY WITH THE COMPANY. 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 COMPANY SINCE THE DATE HEREOF. THIS INFORMATION MEMORANDUM DOES NOT CONSTITUTE, NOR MAY IT BE USED FOR OR IN CONNECTION WITH, AN OFFER OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION. NO ACTION IS BEING TAKEN TO PERMIT AN OFFERING OF THE DEBENTURES OR THE DISTRIBUTION OF THIS INFORMATION MEMORANDUM IN ANY JURISDICTION WHERE SUCH ACTION IS REQUIRED. THE DISTRIBUTION OF THIS INFORMATION MEMORANDUM AND THE OFFERING AND SALE OF THE DEBENTURES MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS. PERSONS INTO WHOSE POSSESSION THIS INFORMATION MEMORANDUM COMES ARE REQUIRED TO INFORM THEM ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS. 3

4 THE INFORMATION MEMORANDUM IS MADE AVAILABLE TO POTENTIAL INVESTORS IN THE ISSUE ON THE STRICT UNDERSTANDING THAT IT IS CONFIDENTIAL. Nothing in this Information Memorandum constitutes an offer of securities for sale in the United States or any other jurisdiction where such offer or placement would be in violation of any law, rule or regulation. The Issuer has prepared this Information Memorandum and the Issuer is solely responsible for its contents. The Issuer will comply with all laws, rules and regulations and has obtained all regulatory, governmental and corporate approval for the issuance of the Debentures. All the information contained in this Information Memorandum has been provided by the Issuer or is publicly available information, and such information has not been independently verified by the the Trustee or R&T Agent. You should carefully read and retain this Information Memorandum. However, you are not to construe the contents of this Information Memorandum as investment, legal, accounting, regulatory or tax advice, and You should consult with your own advisors as to all legal, accounting, regulatory, tax, financial and related matters concerning an investment in the Debentures. Stock Exchange Disclaimer Clause: As required, a copy of this Information Memorandum has been filed with BSE Limited ("BSE") in terms of the SEBI (Issue and Listing of Debt Securities) Regulations, It is to be distinctly understood that submission of this Information Memorandum to the BSE should not in any way be deemed or construed to mean that this Information Memorandum has been reviewed, cleared, or approved by the BSE; nor does the BSE in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Information Memorandum, nor does the BSE warrant that the Issuer s Debentures will be listed or will continue to be listed on the BSE; nor does the BSE take any responsibility for the soundness of the financial and other conditions of the Issuer, its promoters, its management or any scheme or project of the Issuer. Disclaimer Clause of SEBI: As per the provisions of the SEBI (Issue and Listing of Debt Securities) Regulations, 2008, it is not stipulated that a copy of this Information Memorandum has to be filed with or submitted to the SEBI for its review / approval. It is to be distinctly understood that this Information Memorandum should not in any way be deemed or construed to have been approved or vetted by SEBI and that this Issue is not recommended or approved by SEBI. SEBI does not take any responsibility either for the financial soundness of any proposal for which the Debentures issued thereof is proposed to be made or for the correctness of the statements made or opinions expressed in this Information Memorandum. However the Issuer undertakes to file this Information Memorandum/Offer Letter with SEBI within 30 days from the Deemed Date of Allotment as per the provisions of the Companies Act, 2013 and the rules thereunder. Disclaimer In Respect Of Jurisdiction: This Issue is made in India to Investors as specified under the clause titled Eligible Investors of this Information Memorandum, who shall be/have been identified upfront by the Issuer. This Information Memorandum and/or the private placement offer letter does not constitute an offer to sell or an invitation to subscribe to Debentures offered hereby to any person to whom it is not specifically addressed. Any disputes arising out of this Issue will be subject to the exclusive jurisdiction of the courts and tribunals at Mumbai, India. This Information Memorandum and/or the private placement offer letter does not constitute an offer to sell or an invitation to subscribe to the Debentures herein, in any other 4

5 jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction. Disclaimer In Respect Of Rating Agencies: Ratings are opinions on credit quality and are not recommendations to sanction, renew, disburse or recall the concerned bank facilities or to buy, sell or hold any security. The Rating Agency has based its ratings on information obtained from sources believed by it to be accurate and reliable. The Rating Agency does not, however, guarantee the accuracy, adequacy or completeness of any information and is not responsible for any errors or omissions or for the results obtained from the use of such information. Most entities whose bank facilities/instruments are rated by the Rating Agency have paid a credit rating fee, based on the amount and type of bank facilities/instruments. Issue of Debentures In Dematerialised Form: The Debentures will be issued in dematerialised form. The Issuer has made arrangements with the Depositories for the issue of the Debentures in dematerialised form. Investors will have to hold the Debentures in dematerialised form as per the provisions of Depositories Act. The Issuer shall take necessary steps to credit the Debentures allotted to the beneficiary account maintained by the Investor with its depositary participant. The Issuer will make the allotment to Investors on the Deemed Date of Allotment after verification of the Application Form, the accompanying documents and on realisation of the application money. GENERAL RISKS Potential investors are advised to read the Information Memorandum carefully before taking an investment decision in this offering. For taking an investment decision, investors must rely on their own examination of the issuer and the offer including the risks involved. The Debentures have not been recommended or approved by the Securities and Exchange Board of India ( SEBI ) nor does SEBI guarantee the accuracy or adequacy of this document. This Information Memorandum has not been submitted, cleared or approved by SEBI. LISTING The Debentures to be issued under this Information Memorandum will be listed on the BSE LIMITED (the Stock Exchange ). The issuer shall make an application for listing within 15 (Fifteen) day from the Deemed Date of Allotment of the Debentures and has obtained the inprinciple approval of the BSEfor the listing of the Debentures dated CREDIT RATING: CARE BBB (SO) {(pronounced CARE Triple B (Structured Obligation)} by CARE Limited for Rs. 34 Crores Non Convertible Debenture issue. Instruments with this rating are considered to have moderate degree of safety regarding timely servicing of financial obligations. Such instruments carry moderate credit risk. The rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. The rating may be subject to revision or withdrawal at any time by the assigning rating agency and each rating should be evaluated independently of any other rating. The 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. A copy of the rating rationale is annexed hereto as Annexure II. 5

6 Registrar & Transfer Agent Bigshare Services Private Limited A/802,Samudra Complex, Near Klassic Gold Hotel, Girish Cold Drink, Off. C.G. Road, Ahmedabad Gujarat-India Ph: Debenture Trustee Catalyst Trusteeship Limited (Erstwhile GDA Trusteeship Limited) 83-87, 8th Floor, 'B' Wing, Mittal Tower, Nariman Point, Mumbai Ph: khushboo.mundhra@ctltrustee.com This Information Memorandum prepared under SEBI (Issue and Listing of Debt Securities) Regulations, 2008 dated June 6, 2008, as amended from time to time, for private placement of the Debentures is neither a prospectus nor a statement in lieu of prospectus and does not constitute an offer to the public generally to subscribe for or otherwise acquire the debt securities to be issued by the Company. This is only an information brochure intended for private use. ISSUE SCHEDULE Date of Opening: Date of Closing: Pay in Dates: Deemed Date of Allotment:

7 Contents I. DISCLAIMER CLAUSE:... 1 II. DEFINITIONS AND ABBRIEVIATIONS... 8 III. LIST OF DOCUMENTS TO BE FILED WITH THE STOCK EXCHANGE IV. LIST OF DOCUMENTS TO BE DISCLOSUED TO THE DEBENTURE TRUSTEE V. NAME AND ADDRESS OF THE FOLLOWING: VI. A BRIEF SUMMARY OF THE BUSINESS VII. BRIEF HISTORY OF THE COMPANY SINCE INCORPORATION VIII. DETAILS OF THE SHAREHOLDING OF THE COMPANY IX. DETAILS REGARDING THE DIRECTORS OF THE COMPANY X. DETAILS REGARDING THE AUDITORS OF THE COMPANY XI. DETAILS OF BORROWINGS OF THE COMPANY XII. DETAILS OF PROMOTERS OF THE COMPANY XIII. ABRIDGED VERSION OF AUDITED FINANCIAL INFORMATION XIV. ABRIDGED VERSION OF LATEST AUDITED FINANCIAL INFORMATION XV. MATERIAL EVENTS XVI. RISK FACTORS XVII. DETAILS OF TRUSTEE XVIII. RATING RATIONALE ADOPTED BY THE RATING AGENCIES XIX. DETAILS OF GURANTEE XX. LISTING XXI. DEBENTURE REDEMPTION RESERVE XXII. ISSUE/INSTRUMENT SPECIFIC REGULATIONS RELEVANT DETAILS XXIII. DETAILS OF THE ISSUE XXIV. DISCLOSURE PERTAINING TO WILFUL DEFAULT XXV. TRANSACTION DOCUMENTS AND KEY TERMS XXVI. REPRESENTATIONS AND WARRANTIES; COVENANTS XXVII. EVENTS OF DEFAULT AND CONSEQUENCES XXVIII. MATERIAL CONTRACTS AND AGREEMENTS XXIX. UNDERTAKING TO USE A COMMON TRANSFER FORM XXX. TERMS OF OFFER OR PURCHASE/ APPLICATION PROCESS XXXI. CONSENT FROM THE PRIOR CREDITORS XXXII. CONFLICT XXXIII. CASH FLOW STATEMENT

8 II. TERM DEFINITIONS AND ABBRIEVIATIONS DESCRIPTION Namra or Company or Issuer Arman or Guarantor we, us, our Articles of Association / AOA Disclosure Document or Information Memorandum Memorandum of Association / MOA Our Management / Board of Directors / Board Promoter(s) Act ISSUE RELATED TERM AGM Applicant Application Form Application Money Applicable Law(s) Beneficial Owner(s) BSE / Stock Exchange Business Day CDSL CERSAI Namra Finance Limited a public limited company incorporated under the Companies Act, 1956 and having its Registered Office at , Sakar III, Off. Ashram Road, Ahmedabad Gujarat- India. Arman Financial Services Limited, holding company of the Issuer having its registered office at , Sakar III, Off. Ashram Road, Ahmedabad Gujarat- India Unless the context otherwise requires, the Company Articles of Association of the Company, as amended from time to time This information memorandum/disclosure documents through which the Debentures are offered on private placement basis containing disclosures pursuant to Schedule I of the Securities And Exchange Board of India ( SEBI ) (Issue and Listing of Debt Securities) Regulation, 2008 as amended from time to time and other applicable law. The Memorandum of Association of the Company, as amended from time to time The Board of Directors of the Company (includes any Committee thereof). Arman Financial Services Limited Means the Companies Act, 2013 ("2013 Act"), and for any matters or affairs prior to the notification of the relevant provisions of the Companies Act, 2013, the Companies Act, 1956 ("1956 Act"), and shall include any re-enactment, amendment or modification of the Companies Act, 2013, as in effect from time to time DESCRIPTION Annual General Meeting Means a person who has submitted a completed Application Form to the Company The Application Form in this Information Memorandum Means the subscription monies paid by the Applicants at the time of submitting the Application Form Includes all applicable statutes, enactments or acts of any legislative body in India, laws, ordinances, rules, bye-laws, regulations, notifications, guidelines, policies, directions, directives and orders of any Governmental Authority and any modifications or re-enactments thereof Means the holder(s) of the Debentures in dematerialized form whose name is recorded as such with the Depository in the Register of Beneficial Owners BSE Limited Means any day, other than a public holiday under Section 25 of the Negotiable Instruments Act, 1881 at Mumbai, India or a Sunday, on which banks are open for general business Central Depository Services (India) Limited. Central Registry of Securitization Asset Reconstruction and 8

9 Credit Rating Agency Capital Adequacy Ratio CITES Client Loan Constitutional Documents Change of Control Security Interest. CARE Limited The capital adequacy ratio as defined by the Reserve Bank of India from time to time. Means the Convention on International Trade in Endangered Species or Wild Fauna and Flora, including the protected flora and faunae as demonstrated on the website: Each loan made by the Company as a lender. Means the certificate of registration with the RBI, certificate of incorporation, memorandum of association and the articles of association of the Company. Means Controlling Entities ceasing to: (i) have the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to: (A) cast, or control the casting of, more than 67% of the shareholding (on a fully diluted basis) of the Company or the Guarantor; or (B) appoint or remove all or majority of the directors or the "key managerial personnel" (as defined in the Act) of the Company or the Guarantor; or OR Controlling Entities Debentures / NCDs Debenture Holder(s) (ii)hold at least 67% of the shareholding (on a fully diluted basis) of the Company or the Guarantor. Means the Shareholders of the Company and/or the Company or the Guarantor as more particularly set out herein and in the Debenture Trust Deed. 333 Secured, Senior, Redeemable Non-convertible Debentures of the face value of Rs. 10,00,000/-each aggregating to Rs Crores Means the Applicants to whom Debentures are allotted and for any subsequent Debenture Holders, each who fulfils the following requirements: (a) Persons who are registered as Beneficial Owners; and (b) Persons who are registered as a debenture holder in the in the Register of Debenture Holders. Sub-Clauses (a) and (b) shall be deemed to include transferees of the Debentures registered with the Company and the Depository from time to time, and in the event of any inconsistency between sub-clauses (a) and (b) above, sub-clause (a) shall prevail; Debenture Trust Deed Deed of Hypothecation Debenture Trustee Agreement Means the debenture trust deed entered into/to be entered into between the Company and Catalyst Trusteeship Limited in relation to the terms and conditions of the Debentures The unattested deed of hypothecation, date on or about the Deemed Date of Allotment, to be executed and delivered by the Company in a form acceptable to the Debenture Trustee. Means the debenture trustee agreement entered into/to be entered 9

10 Deemed Date of Allotment Depositories Act Depository Participant / DP Depository(ies) DRR Due Date EGM Equity Event(s) of Default Exclusion List into between the Company and Catalyst Trusteeship Limited in relation to the appointment of the Debenture Trustee , on which Debentures shall be deemed to be allotted to the Debenture Holders The Depositories Act, 1996, as amended from time to time A depository participant as defined under the Depositories Act, 1996 The depository with whom the Company has made arrangements for dematerializing the Debentures, being NSDL and CDSL. The debenture redemption reserve created by the Company as mandated by Applicable Law and in the manner provided under the Act. The due date in respect of any interest or liquidated damages and all other monies payable under the Debenture Trust Deed falls on a day which is not a Business Day, then the immediately succeeding Business Day shall be the due date for such payment. Further, if the due date in respect of a Redemption Payment or premature redemption amount falls on a day which is not a Business Day, then the immediately preceding Business Day shall be the due date for such payment Extra-ordinary General Meeting The total equity of the Company, including shareholders equity, preference shares, reserves, retained earnings or losses, current year cumulated net income or loss and Subordinated Debt. Means any of the events set out in Section XXVII Includes any activity listed under: (a) production or trade in any product or activity deemed illegal under host country laws or regulations or international conventions and agreements, or subject to international bans, such as pharmaceuticals, pesticides/herbicides, ozone depleting substances, PCBs, wildlife or products regulated under CITES; (b) production or trade in weapons and munitions; (c) production or trade in alcoholic beverages (excluding beer and wine); (d) production or trade in tobacco; (e) gambling, casinos and equivalent enterprises; (f) production or trade in radioactive materials (this does not apply to the purchase of medical equipment, quality control (measurement) equipment); (g) production or trade in unbonded asbestos fibers (this does not apply to purchase and use of bonded asbestos cement sheeting where the asbestos content is less than 20%); (h) drift net fishing in the marine environment using nets in excess of 2.5 km. in length; (i) production or activities involving harmful or exploitative forms of forced labor, or harmful child labor; (j) production, trade, storage, or transport of significant volumes of hazardous chemicals, or commercial scale usage of hazardous chemicals (hazardous chemicals include gasoline, kerosene, and other petroleum 10

11 products); (k) production or activities that impinge on the lands owned, or claimed under adjudication, by indigenous peoples, without full documented consent of such peoples; and (l) which may result in funding or supporting any individual or organisation designated as: (i) (ii) terrorists or terrorist organizations by the United Nations, the European Union and any other applicable country; and persons, groups or entities which are subject to United Nations, European Union and the US Office of Foreign Asset Control (OFAC) sanctions Final Redemption Date Financial Year Means each period of 12 (twelve) months commencing on April 1 of any calendar year and ending on March 31 of the subsequent calendar year. Final Settlement Date Governmental Authority Guarantee Hypothecated Assets Indebtedness Indian GAAP Initial Redemption Date Interest Payment Date Interest Rate or Coupon Rate Liability Listing Period Means the date on which all obligations of the issuer and/or the Guarantor (as the case may be) under the Transaction Documents have been irrevocably and unconditionally paid and discharged in full to the satisfaction of the Debenture Holder(s). Shall mean any government (central, state or otherwise) or any governmental agency, semi governmental or judicial or quasijudicial or administrative entity, department or authority, agency or authority including any stock exchange or any self-regulatory organization, established under any Applicable Law. Means the deed of guarantee to be executed by the Guarantor in favour of the Debenture Trustee in a form and manner acceptable to the Debenture Trustee and the Debenture Holders. Shall have the meaning ascribed to it under the Deed of Hypothecation Means any obligation (whether incurred as principal, independent guarantor or as a surety) for the payment or repayment of borrowed money, whether present or future, actual or contingent Means the generally accepted accounting principles, standards and practices in India or any other prevailing accounting standard in India as may be applicable. Means the payment dates as specified in Section XXXIII (including the Final Redemption Date). Provided that if any of the foregoing dates is not a Business Day, the Interest Payment Date will be deemed to be the next occurring Business Day. 14% (Fourteen Percent) per annum, payable semi-annually. Means, for any date of determination, the liabilities of the Company on such date as the same would be determined in accordance with the Indian GAAP at such date. Means the period of 15 (Fifteen) days from the Deemed Date of Allotment within which the Company is required to submit all duly completed documents to the BSE, SEBI, the ROC or any other Governmental Authority, as are required under Applicable Law so as to obtain the listing of the Debentures. 11

12 LODR Means the SEBI (Listing Obligations and Disclosures Requirements) Regulations, Local Currency Means Indian Rupees ( INR or Rs. ). Majority Debenture Holders Means such number of Debenture Holders collectively holding more than 66% (Sixty Six Percent) of the value of the Outstanding Principal Amounts of the Debentures. Majority Resolution Means a resolution approved by such number of Debenture Holders that represent more than 66% (sixty six percent) of the value of the Outstanding Principal Amounts of the Debentures held by the Debenture Holders who are present and voting or if a poll is demanded, by such number of Debenture Holders that represent more than 66% (sixty six percent) of the value of the Outstanding Principal Amounts of the Debentures held by the Debenture Holders who are present and voting in such poll. Material Adverse Effect Means the effect or consequence of an event, circumstance, occurrence or condition which has caused, as of any date of determination, or could reasonably be expected to cause a material and adverse effect on: (a) the financial condition, business or operation of the Company or the Guarantor, environmental, social or otherwise or prospects of the Company or the Guarantor; (b) the ability of the Company or the Guarantor to perform their respective obligations under the Transaction Documents; or (c) the validity or enforceability of any of the Transaction Documents (including the ability of any party (other than the Company or the Guarantor) to enforce any of its remedies thereunder). Net Assets Means Total Assets excluding any securitized assets or managed (non-owned) loaned portfolio of the Company. NEFT National Electronic Fund Transfer Service. NSDL National Securities Depository Limited. Obligations means all present and future obligations (whether actual or contingent and whether owed jointly or severally or in any capacity whatsoever) obligations of the Company to the Debenture Holders or the Debenture Trustee under the Transaction Documents, including without limitation, all costs, charges, expenses and other monies payable by the Company in respect of the Debentures. Outstanding Portfolio Means the outstanding principal balance of all of the Company s outstanding Client Loans including current, delinquent and restructured Client Loans, but not Client Loans that have been charged off. It does not include interest receivables and accrued interest. Outstanding Principal Amounts Means, at any date, the Local Currency principal amounts outstanding under the Debentures. Outstanding Amounts Means, at any date, the Outstanding Principal Amounts together with any interest, additional interests, costs, fees, charges and ther amounts payable by the Company in respect of the Debentures. PAN Permanent Account Number. Payment Default Shall mean any event, act or condition which, with notice or lapse of time, or both, would constitute an Event of Default due to non payment of any amounts due under the Transaction Documents. Person Shall mean any individual, partnership, joint venture, firm, 12

13 corporation, association, limited liability company, trust or other enterprise or any government or political subdivision or any agency, department or instrumentality thereof. Portfolio at Risk Shall mean the outstanding principal amount of all Client Loans that have one or more installments of principal, interest, penalty interest, fees or any other expected payments past due more than a specified number of days. Private Placement Offer Letter Shall mean the private placement offer letter dated Purpose Means the ongoing business purposes of the Company. Rating Agency Means CARE Limited or any rating agency approved by SEBI for carrying out debt ratings in India. Record Date The date, as may be fixed by the Company, which will be 7 (Seven) prior to any Due Date Redemption Payment(s) Shall mean each of the installment(s) of the Outstanding Principal Amounts of the Debentures to be paid on the Initial Redemption Date and Final Redemption Date respectively. Register of Beneficial Owner(s) Means the register of beneficial owners of the Debentures maintained in the records of the NSDL or CDSL, as the case maybe. Register of Debenture Holders Means the register maintained by the Company in accordance with Section 88 of the Act. Registrar / Registrar to the Issue Registrar to the Issue, in this case being Bigshare Services Private Limited RTGS Real Time Gross Settlement ROC Means the jurisdictional registrar of companies. SCRA Securities Contracts (Regulations) Act, 1956 SEBI The Securities and Exchange Board of India constituted under the SEBI Act, SEBI Act The Securities and Exchange Board of India Act, 1992, as amended Secured Obligations from time to time. Means the Obligations, and includes the making of payment of any interest, redemption of principal amounts, default interest, liquidated damages and any other costs, charges and expenses. Security Cover Means the charge over the Hypothecated Assets, which shall be 1.0 (One Decimal Point Zero) times the value of the Outstanding Amounts, required to be maintained at all times until all the Obligations are satisfied by the Company as required under the Transaction Documents. Security Special Majority Debenture Holders Special Resolution Means, collectively, the security interest and contractual comfort (including without limitation, any charge by way of hypothecation and any guarantee) and obligation created under the Deed of Hypothecation and the Guarantee (as applicable). Means such number of Debenture Holders collectively holding more than 75% (seventy five percent) of the value of the Outstanding Principal Amounts of the Debentures. Means resolution approved by such number of Debenture Holders that represent more than 75% (seventy five percent) of the value of the Outstanding Principal Amounts of the Debentures held by the Debenture Holders who are present and voting or if a poll is demanded, by such number of Debenture Holders that represent more than 75% (seventy five percent) of the value of the Outstanding Principal Amounts of the Debentures held by the Debenture Holders who are present and voting in such poll. 13

14 Subordinated Debt Tax Threshold Amount Top-Up Date Total Assets Total Liabilities Means all funds received by the Company on un-secured basis that rank lower in repayment to other debts, but is senior to equity and that may be accounted for as Tier II Capital in accordance with the guidelines prescribed by the RBI. Means any present or future tax, levy, duty, charge, fees, deductions, withholdings, surcharges, cess, turnover tax, transaction tax, stamp tax or othercharge of a similar nature (including any penalty or interest payable on accountof any failure to pay or delay in paying the same), now or hereafter imposed by Applicable Law by any Governmental Authority and as maybeapplicable in relation to the payment obligations of the company underthe Transaction Documents. Means that amount that is, as on the date of determination, equal to 5% (Five Percent) of the Equity. Shall have the meaning ascribed to it in the Transaction Documents. Means, for any date of determination, the total Assets of the Company on such date, including owned, securitized and managed (non-owned) portfolio. Means, for any date of determination, the total Liabilities of the Company on such date. Transaction Documents Shall mean the Debenture Trust Deed, the Information Memorandum, the Deed of Hypothecation, the Guarantee, the Debenture Trustee Agreement, the letters issued by the Rating Agency and the Registrar and any and all other documents in relation to the issuance of the Debentures. WHT Increase WHT Decrease Means the increase in the applicable rate of Tax deducted at source above the applicable rate as on the Effective Date Means the decrease in the applicable rate of Tax deducted at source above the applicable rate as on the Effective Date. 14

15 III. LIST OF DOCUMENTS TO BE FILED WITH THE STOCK EXCHANGE List of disclosures to be filed along with the listing application to the stock exchange: A. Memorandum and Articles of Association and necessary resolution(s) for the allotment of the debt securities; B. Copy of last three years audited Annual Reports; C. Statement containing particulars of, dates of, and parties to all material contracts and agreements; D. Copy of the Board / Committee Resolution authorizing the borrowing and list of authorized signatories. E. An undertaking from the issuer stating that the necessary documents for the creation of the charge, where applicable, including the Trust Deed would be executed within the time frame prescribed in the relevant regulations/act/rules etc and the same would be uploaded on the website of the Designated Stock exchange, where the debt securities have been listed, within five working days of execution of the same. F. Any other particulars or documents that the recognized stock exchange may call for as it deems fit. G. An undertaking that permission / consent from the prior creditor for a second or pari passu charge being created, where applicable, in favor of the trustees to the proposed issue has been obtained. IV. LIST OF DOCUMENTS TO BE DISCLOSUED TO THE DEBENTURE TRUSTEE List of disclosures to be submitted to the Debenture Trustee in electronic form (soft copy) at the time of allotment of the debt securities: A. Memorandum and Articles of Association and necessary resolution(s) for the allotment of the debt securities; B. Copy of last three years audited Annual Reports; C. Statement containing particulars of, dates of, and parties to all material contracts and agreements; D. Latest Audited / Limited Review Half Yearly Consolidated (wherever available) and Standalone Financial Information (Profit & Loss statement, Balance Sheet and Cash Flow statement) and auditor qualifications, if any; E. An undertaking to the effect that the Issuer would, till the redemption of the debt securities, submit the details mentioned in point (D) above to the Trustee within the timelines as mentioned in Simplified Listing Agreement issued by SEBI vide circular No. SEBI/IMD/BOND/1/2009/11/05 dated May11, 2009 (including any amendment, modification or restatement thereof)as amended from time to time, for furnishing / publishing its half yearly/ annual result. Further, the Issuer shall within 180 days from the end of the financial year, submit a copy of the latest annual report to the Trustee and the Trustee shall be obliged to share the details submitted under this clause with all Qualified Institutional Buyers (QIBs) and other existing debenture-holders within two working days of their specific request. V. NAME AND ADDRESS OF THE FOLLOWING: (i) Registered office of the Issuer , Sakar III, Off. Ashram Road, Ahmedabad Gujarat- India Phone: , Fax: finance@armanindia.com; secretarial@armanindia.com Website: 15

16 (ii) (iii) (iv) (v) (vi) (vii) (viii) Corporate office of the Issuer , Sakar III, Off. Ashram Road, Ahmedabad Gujarat- India Phone: , Fax: Compliance officer of the Issuer Mr. Jaimish Patel , Sakar III, Off. Ashram Road, Ahmedabad Gujarat- India Phone: , Fax: CFO of the Issuer Mr. Aalok Patel , Sakar III, Off. Ashram Road, Ahmedabad Gujarat- India Phone: , Fax: Trustee of the issue Catalyst Trusteeship Limited (Erstwhile GDA Trusteeship Limited) 83-87, 8th Floor, 'B' Wing, Mittal Tower, Nariman Point, Mumbai Ph Contact person: Khushboo Mundhra-Senior Manager (Legal) Registrar of the issue Bigshare Services Private Limited A/802,Samudra Complex, Near Klassic Gold Hotel, Girish Cold Drink, Off. C.G.Road, Ahmedabad Gujarat-India Ph: Contact person: Prem Kumar- Senior Manager Credit Rating Agency of the issue Credit Analysis & Research Limited 4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (E), Mumbai Maharashtra, India Auditors of the Issuer J. T. Shah & Co., Chartered Accountants, 1/202, Lalita Complex, 352/3 Rasala Marg, Navarangpura, Ahmedabad Ph:

17 VI. A BRIEF SUMMARY OF THE BUSINESS ACTIVITIES OF THE ISSUER AND ITS LINE OF BUSINESS (a) Overview and Corporate Structure Namra Finance Limited ("Namra") is a 100% subsidiary of Arman Financial Services Limited (Arman) and isanon-banking financial company- Microfinance Institution (NBFC-MFI) registered with the Reserve Bank of India with its corporate office at Ahmedabad (Gujarat). The company started its microfinance operations in May It provides Joint Liability Group (JLG) loans and individual loans to the poor in rural, semi urban and urban areas. The Parent Company, Arman, is engaged in Asset Finance, viz. Two-Wheeler and Three- Wheeler finance; while the Microfinance business is managed through Namra Finance Limited. Namra s Board is represented by Shri Jayendra Patel (Vice Chairman & Managing Director of Arman), Shri Amit Manakiwala (Whole Time Director of Arman), Shri Aalok Patel (Executive Director & CFO of Arman) and Shri R.K. Nagpal (Independent Director) PROMOTER Arman Financial Services Limited Wholly Owned Subsidiary (100%) (b) Details of the Branches Namra is currently operates in the state ofgujarat, Madhya Pradesh, Maharashtra and Uttar Pradesh. The company does not have any subsidiaries. The company is acting through its Head office situated at , Sakar III, Off. Ashram Road, Ahmedabad Gujarat. Currently Company is having 61 branches for doing its Micro finance business. (c) Brief particulars of the management of the Company Shri Jayendra Patel (Managing Director & CEO) Shri Jayendra Patel is the founder of the Company and he has more than 30 years of Senior Managerial and board level experience in the finance sector. Mr. Patel was in U.S.A. for a decade where he completed his education. After completing his education he joined business firm in USA namely Kapps Pharmaceuticals Inc. as Company Executive. During his stay in USA he successfully turned around two sick units into profitable position. Later he returned to India to concentrate and expand in the field of finance, he devoted fulltime attention to Arman in Mr. Patel is a founder member of the Gujarat Finance companies Association and presently secretary of the Association 17

18 Shri Amit Manakiwala (Whole Time Director) Shri Amit Manakiwala has more than 25 years of Senior Managerial and board level experience in the finance sector. Mr. Manakiwala started his career in the construction sector where he was involved in hundreds of projects, including being directly involved in the project administration of several of the first skyscraper construction in Ahmedabad. Later he shifted focus in the textile industry as a senior manager handling accounts and administration of 3 factories. He joined the holding Company as a wholetime director and devoted his full-time attention since Shri Aalok Patel (Executive Director & CFO) Shri Aalok Patel brings a vast array of innovative knowledge to the Company. Prior to Arman, he worked as an independent auditor for KPMG for almost 4 years, where many of his clients were included in the Fortune 100 list. He also brings experience from John Deere Credit, the equipment financing arm of John Deere & Co. In India, he completed his schooling in Lawrence School, Sanawar and continued his higher education in the U.S. at Drake University. At Drake, Mr. Patel graduated with High Honors with a Bachelors and a Master s Degree in Accountancy & Finance. He is a licensed Certified Public Accountant (CPA) in the U.S. He currently works for Arman full-time as an Executive Director since Shri R. K. Nagpal (Independent Director) Shri Nagpal possesses the qualification of Chartered Accountancy and has a experience of 30 years in Central Bank of India and in Housing Finance as GM-CEO/ MD over 6 years. Currently, he is also a Partner with Sharma Kathuria & Co., Chartered Accountants. He also had Good relations with Executives of National Housing bank and with the bankers. Generated long term funds through Bank loans & NHB refinance. He is also an Independent Director of Arman. 18

19 (d) Key Operational and Financial Parameters for the last 3 Audited years (Rs. in lakhs) Audited Audited Audited Parameters Net worth Total Debt Non current maturities of long term Borrowings short term borrowings Current maturities of long term Borrowings Net Fixed Assets Non-Current Assets Cash and Cash equivalents Current investments Current Assets Current liabilities Assets Under Management Off balance sheet assets Interest Income Interest Expense Provisioning & write Offs PAT Gross NPA (%) 0.19% 0.11% 0.21% Net NPA (%) 0.19% 0.11% 0.21% Tier I Capital Adequacy Ratio (%) 22.02% 26.02% 25.26% Tier II Capital Adequacy Ratio (%) 0.99% 1.00% 0.27% (b) Gross Debt: Equity Ratio of the Company:- as on (Amt in Lakhs) Before the issue of debt securities 4.10 After the issue of debt securities 5.32 Calculations: As on debt-to-equity ratio is calculated as follows:- Debt Equity Debt/Equity 4.12 Subsequent to the issue, debt-to-equity ratio shall be calculated as follows:- Debt Equity Debt/Equity 5.32 (e) Project cost and means of financing, in case of funding of new projects : Not Applicable 19

20 VII. BRIEF HISTORY OF THE COMPANY SINCE INCORPORATION i. Details of Share Capital as on last quarter end on Share Capital Rs. Authorized Share Capital 17,00,00,000/- Issued, Subscribed and Paid-up Share Capital 15,37,50,000/- ii. Changes in its capital structure as on last quarter end i.e , for the last five years:- Date of Change Amount (Rs) Particulars ,00,00,000,/- Issue of 30,00,000 equity shares ,00,00,000/- Issue of 50,00,000 equity shares ,50,000/- Conversion of sweat equity warrant in to equity shares ,00,00,000/- Issue of 50,00,000 Redeemable Preference share iii. Equity Share Capital History of the Company as on last quarter end, for the last five years:- Date of Allotment Name of Investor No. of Equity Shares Face Value (Rs) Issue Price (Rs) Consider ation(cas h, other than Cash etc) Nature of Allotment No of Equity Shares Cumulative Equity Share Capital (Rs. in Cr.) Equity Share Premium (Rs. in Cr.) Remark Arman Cash First Allotment N.A Arman Cash Right Issue N.A Arman Cash Right Issue N.A Arman Cash By way of N.A Transfer iv. Details of any Acquisition or Amalgamation in the last 1 year. N.A. v. Details of any Reorganization or Reconstruction in the last 1 year N.A. 20

21 VIII. DETAILS OF THE SHAREHOLDING OF THE COMPANY AS ON THE LATEST QUARTER END i. Shareholding pattern of the Company as on last quarter end i.e. June 30, 2016:- Sr. No. Sr. No. Name of the Shareholder / Particulars Equity Share Holding Class Total Number of equity shares Total percentage (% ) of Shareholding Number of shares held in Demat Form (A) Promoters (ARMAN) Company 1,03,75, % Nil Total 1,03,75, % Nil Name of the Shareholder / Particulars Redeemable Preference Share Holding Class Total Number of preference shares Total percentage (% ) of Shareholding Number of shares held in Demat Form Investor- UNIFI AIF Trust 50,00, % 50,00,000 Total 50,00, % 50,00,000 Notes:- Shares pledged or encumbered by the promoters (if any) N.A. Sr. No. ii. List of top 10 holders of equity shares of the Company as on the latest quarter end i.e., June 30, 2016:- Name of the Shareholder / Particulars Class Total Number of equity shares Total percentage (% ) of Shareholding Number of shares held in Demat Form 1. Arman Financial Services Limited Company 1,03,75, % Nil 21

22 Sr. IX. DETAILS REGARDING THE DIRECTORS OF THE COMPANY i. Details of the current directors of the Company as on June 30, 2016 Name, Designation& Address Of The Directors 1 JAYENDRABHAI B. PATEL (Managing Director) 29, Sujan Bunglows, Shreyas Tekra, Ambawadi, Ahmedabad AALOK J. PATEL (Whole Time Director) 29, Sujan Bunglows, Shreyas Tekra, Ambawadi, Ahmedabad AMIT R. MANAKIWALA (Whole Time Director) 4, Matangi Society, Udyan Marg, Ellisbridge, Ahmedabad RAMAKANT DINANATH NAGPAL (Director) B-303, Green Valley Apartment, Plot No.18, Sector-22, Dwarka, New Delhi, ADITYA BHANDARI (Director) Jains Amrit Kalash, Block II, Flat A8, 159, Strahans Road, Pattalam, Chennai, Director of the Company since DIN Age Details of other Directorship Arman Financial Services Limited Arman Financial Services Limited Arman Financial Services Limited Arman Financial Services Limited Good Earth Technologies Private Limited Arman Financial Services Limited Anapurna Microfinance Private Limited Hope Microcredit Finance (India) Private Limited Fusion Micro Finance Private Limited *Company to disclose name of the current directors who are appearing in the RBI defaulter list and/or ECGC default list, if any N.A. ii. Name Designation DIN Details of change in directors since last three years:- Date of Appointment/ Resignation Aditya Bhandari Director Resignation Ramakant Dinanath Nagpal Director Appointment Director of the Company since (in case of resignation) Remarks N.A. N.A. 22