information memorandum vivriti capital private limited cin im 2… · information memorandum...

Information Memorandum Private & Confidential

Date: March 04, 2020 For Private Circulation Only

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

Serial No. ____________

Addressed to: _________

INFORMATION MEMORANDUM

Vivriti Capital Private Limited

CIN: U65929TN2017PTC117196

A private limited company incorporated under the Companies Act, 2013

Date of Incorporation: June 22, 2017

Registered Office: 12th Floor, Prestige Polygon, Teynampet, Chennai - 600035

Website: www.vivriticapital.com

Information Memorandum for issue of Debentures on a Private Placement Basis on March 04,

2020

This Information Memorandum is prepared as per the SEBI (Issue and Listing of Debt Securities)

Regulation, 2008, as amended, and Section 42 of the Companies Act 2013 read with the Companies

(Prospectus and Allotment of Securities) Rules, 2014 as amended.

Background

This Information Memorandum is being issued in respect of the Debentures to be issued by Vivriti

Capital Private Limited (the “Issuer” or “Company”) on a private placement basis and contains

relevant information and disclosures required for the purpose of issuing and allotting of the Debentures.

The issue of the Debentures comprised in the Issue and described under this Information Memorandum

has been authorised by the Issuer through resolutions passed by the shareholders of the Issuer on 14th

August, 2019 and the Board of Directors of the Issuer on August 10, 2019 read with the Memorandum

of Association and Articles of Association of the Company. Pursuant to the resolution passed by the

Company’s shareholders dated 14th August, 2019 in accordance with provisions of the Companies Act,

2013 and the Memorandum of Association and Articles of Association of the Company, the Company

has been authorised to borrow by way of issuance of non-convertible debentures and upon such terms

and conditions as the Board may think fit, for amounts up to 1,500 crore (Indian Rupees Fifteen

Hundred Crore) on a private placement basis, during the financial year 2019-20. The present issue of

Debentures in terms of this Information Memorandum is within the overall powers of the Board as per

the above shareholder resolution(s).

Credit Rating

The Debentures proposed to be issued by the Issuer are rated by ICRA Ratings (“Rating Agency”) at

a minimum rating of “”ICRA A-” (pronounced as ICRA A minus) in respect of the Debentures. The

above rating is not a recommendation to buy, sell or hold securities and investors should take their own

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

should be evaluated independently of any other ratings. The letter from the Rating Agency assigning

the credit rating abovementioned and the letter disclosing the rating rationale adopted for the aforesaid

rating is submitted to the Debenture Trustee.

Issue of 250 (Two Hundred and Fifty) Rated, Listed, Senior, Secured, Dematerialised, Redeemable,

Taxable, Non-Convertible Debentures of face value of Rs. 10,00,000/- (Indian Rupees Ten Lakh

Only) each, aggregating up to Rs. 25,00,00,000/- (Indian Rupees Twenty Five Crore Only) issued

on a fully paid basis and on a private placement basis (the “Issue”)




Issue Schedule

Issue Opens on: 04th March 2020

Issue Closing on: 05th March 2020

Pay in Date: 05th March 2020

Deemed Date of Allotment: 05th March 2020

The Issuer reserves the right to change the Issue Schedule including the Deemed Date of Allotment at

its sole discretion, without giving any reasons or prior notice. The Issue shall be open for subscription

during the banking hours on each day during the period covered by the Issue Schedule.

The Debentures are proposed to be listed in WDM segment of BSE within 30 calendar days of the

Deemed Date of allotment.

Debenture Trustee Registrar and Transfer Agent

Catalyst Trusteeship Limited

83-87, 8th Floor, B wing, Mittal

Tower, Nariman Point, Mumbai,

Maharashtra -400021

Tel.: +91-22-49220503

Fax: +91-22-49220505

Email:

[email protected]

Integrated Registry Management

Services Private Limited

5A, 5th Floor, Kences Towers, 1,

Ramakrishna Street, T.Nagar,

Chennai - 600 017

Tel: 022 - 4066 1800 / 2287 4675 /

2287 4676

Email: [email protected]

mailto:[email protected]




TABLE OF CONTENTS

SECTION 1: DEFINITIONS AND ABBREVIATIONS 4 SECTION 2: NOTICE TO INVESTORS AND DISCLAIMERS 12 SECTION 3: RISK FACTORS 16 SECTION 4: FINANCIAL STATEMENTS 20 SECTION 5: REGULATORY DISCLOSURES 21 SECTION 6: TRANSACTION DOCUMENTS AND KEY TERMS 43 SECTION 7: DISCLOSURES PERTAINING TO WILFUL DEFAULT 46 SECTION 8: OTHER INFORMATION AND APPLICATIONPROCESS 46 SECTION 9: DECLARATION 54 ANNEXURE I: OFFER SCHEDULE 55 ANNEXURE II: RATING LETTER & RATING RATIONALE 56 ANNEXURE III: CONSENT LETTER FROM THE DEBENTURE TRUSTEE 57 ANNEXURE IV: APPLICATION FORM 58 ANNEXURE V: LAST AUDITED FINANCIAL STATEMENTS 61 ANNEXURE VI: ILLUSTRATION OF CASH FLOWS 64




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SECTION 1: DEFINITIONS AND ABBREVIATIONS

Unless the context otherwise indicates or requires, the following terms shall have the meanings given

below in this Information Memorandum. Any capitalized terms used but not defined herein shall have

the meanings given to them in the Debenture Trust Deed.

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

allotment of the Debentures pursuant to the Issue.

Applicable Law 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.

Applicant Means a person who has submitted a completed Application

Form to the Company.

Application Form The form used by the recipient of this Information

Memorandum and/or Offer Letter, to apply for subscription to

the Debentures, which is in the form annexed to this

Information Memorandum and marked as Annexure IV.

Application Money Means the subscription monies paid by the Debenture Holder

at the time of submitting the Application Form.

Assets Means, for any date of determination, the assets of the

Company on such date as the same would be determined in

accordance with Indian GAAP.

Assets Under Management Means, the loan and investment receivables on the balance

sheet of the Issuer, plus the loan receivables originated and

serviced by the Issuer and securitised / assigned over time,

plus the loan receivables originated and serviced by the Issuer

on the balance sheet of another financial institution.

Beneficial Owner(s) 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.

Board/Board of Directors The Board of Directors of the Issuer

BSE Means Bombay Stock Exchange Limited

Business Days Means a day (other than a Saturday and Sunday or a

bank/National holiday) on which banks are open for general

business in Chennai and Bengaluru, India

CDSL Central Depository Services (India) Limited

Central Registry Shall have the meaning given to the term in the Securitisation

and Reconstruction of Financial Assets and Enforcement of

Security Interest Act, 2002

CERSAI Means Central Registry of Securitisation Asset

Reconstruction and Security Interest of India.

Client Loan Means each loan made or debt investment made by the

Company including managed portfolio.

Constitutional Documents Means the certificate of incorporation, memorandum of

association and the articles of association of the Company.

Crore Ten Million

Current Assets Means financial assets on the balance sheet that shall realise

cash within 12 months of the relevant date, or expenses that

are paid upfront.

Current Liabilities Means financial and operational liabilities that are payable

within 12 months of the relevant date.




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Debenture Holder Means each person that fulfils the following requirements:

(a) Persons who are registered as Beneficial Owners; and

(b) Persons who are registered as a debenture holder in

the Register of Debenture Holders.

Sub-paragraphs (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-paragraph (a) and (b) above, sub

paragraph (a) shall prevail

Debenture Holder / Investor Mean investor holding the Debentures

Debenture Trust Deed The debenture trust deed executed or to be executed by and

between the Issuer and Catalyst Trusteeship Limited

(Formerly GDA Trusteeship Limited) which sets out the

terms upon which the Debentures are being issued and

includes the representations, warranties and covenants being

provided by the Issuer.

Debenture Trustee Catalyst Trusteeship Limited (Formerly GDA Trusteeship

Limited)

Debenture Trustee Agreement Agreement executed or to be executed by and between the

Debenture Trustee and the Company for the purposes of

appointment of the Debenture Trustee to act as debenture

trustee in connection with the issuance of the Debentures.

Debenture Trustee Regulations Means the Securities Exchange Board of India (Debenture

Trustees) Regulations, 1993 (as amended or restated from

time to time).

Debentures / NCDs Means

(A) 250 rated, listed, secured, dematerialised, redeemable,

taxable, non-convertible debentures each having a face

value of INR 10,00,000 aggregating to a face value of

INR 25,00,00,000 to be issued for cash at par

Debt Listing Regulations Mean the Securities Exchange Board of India (Issue and

Listing of Debt Securities) Regulations, 2008 (as amended or

restated from time to time).

Deemed Date of Allotment Means 5th March 2020

Demat Refers to dematerialized securities which are securities that

are in electronic form, and not in physical form, with the

entries noted by the Depository.

Depositories Act The Depositories Act, 1996, as amended from time to time.

Depository Means the depository registered with SEBI under the SEBI

(Depositories and Participant) Regulations, 1996, as amended

from time to time, with whom the Company has made

arrangements for dematerialising the Debentures, being

CDSL and NSDL.

Depository Participant / DP A depository participant as defined under the Depositories

Act.

Director(s) Director(s) of the Issuer.

Disclosure Documents Means collectively, the Offer Letter and the Information

Memorandum

DP ID Depository Participant Identification Number.




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Due Date Means the date on which any interest or liquidated damages,

any Redemption Payment or premature redemption amount

and/or any other monies payable, are due and payable

Early Redemption Date Means the date on which the Debentures are redeemed prior

to the Final Redemption Date in terms of the Transaction

Documents

EFT Electronic Fund Transfer

Equity Means the total equity share capital of the Company,

including shareholders' equity (including premium), reserves,

retained earnings or losses, current year cumulated net income

or loss adjusted against collateral provided against Off-

Balance Sheet Portfolio.

Event of Default Shall mean each of the events specified in the Debenture Trust

deed

Final Redemption Date 03rd March 2023

Financial Indebtedness “Financial Indebtedness” means any indebtedness for or in

respect of:

(a) moneys borrowed including accrued interest or

premium;

(b) any amount raised by acceptance under any

acceptance credit, bill acceptance or bill endorsement facility

or dematerialized equivalent;

(c) any amount raised pursuant to any note purchase

facility or the issue of bonds, notes, debentures, loan stock or

any similar instrument including but not limited to foreign

currency convertible bonds;

(d) the amount of any liability in respect of any lease or

hire purchase contract which would, in accordance with the

GAAP, be treated as a finance or capital lease;

(e) receivables sold or discounted (excluding any

receivables sold on a non-recourse basis, but including any

first loss or second loss credit enhancement provided for such

receivables);

(f) any amount raised under any other transaction

(including any forward sale or purchase agreement) having

the commercial effect of a borrowing;

(g) deferred purchase price of property, goods or services

(other than payables incurred in the ordinary course of

Business);

(h) any conditional sale or other title retention agreement

with respect to property acquired (even though the rights and

remedies of the seller or the bank under such title retention

agreement in the event of default are limited to repossession

or sale of such property);

(i) any derivative transaction entered into in connection

with protection against or benefit from fluctuation in any rate

or price including any credit support arrangement in respect

thereof (and, when calculating the value of any derivative

transaction, only the marked to market value shall be taken

into account);

(j) any transactions or amounts treated as debt under

generally accepted accounting standards in India and/or under

Applicable Law




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(k) shares which are expressed to be redeemable or any

shares or instruments convertible into shares or any shares or

other securities which are otherwise the subject of a put option

or any form of guarantee;

(l) any counter-indemnity obligation in respect of a

guarantee, indemnity, bond, standby or documentary letter of

credit or any other instrument issued by a bank or a financial

institution; and

(m) the amount of any liability in respect of any guarantee

or indemnity or put option for any of the items referred to in

paragraphs (a) to (l) above.

Financial Year/FY Each 12 (twelve) month period commencing from April 1 of

a particular calendar year and ending on March 31 of the

subsequent calendar year.

Governmental Authority Shall mean any government (central, state or otherwise) or

any governmental agency, semi-governmental or judicial or

quasi-judicial or administrative entity, department or

authority, agency or authority including any stock exchange

or any self-regulatory organization, established under any

Law.

Gross NPA Means, the entire outstanding principal value of the relevant

portfolio of the Issuer that has one or more instalments of

payments (including principal or interest) overdue for 90 days

or more and any restructured loans.

Indian GAAP Means the generally accepted accounting principles,

standards and practices in India or any other prevailing

accounting standard in India as may be applicable.

Information Memorandum Means this debt disclosure document in relation to the

Debentures to be prepared and issued in accordance with the

Offer Schedule

Information Utility Shall have the meaning given to the term in the Insolvency

and Bankruptcy Code, 2016.

INR/ Rs. Indian Rupees

Interest Expense Mean all interest payable by the Company on all borrowings

of the Company and all financial assistance availed by the

Company from any bank, financial institution or any other

person

Interest Payment Date Means the payment dates in respect of the Debentures as

specified in Annexure VI of the Information Memorandum,

unless such day is not a Business Day, in which case the

payment date the subsequent Business Day.

Issue Private Placement of the Debentures.

Issue Opening Date Means March 04, 2020

Issue Closing Date Means March 05, 2020

Issuer/ Company Vivriti Capital Private Limited

Liability 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.

Listing Related Covenants The securities are to be listed as per SEBI guidelines, within

30 calendar days from the Deemed Date of Allotment

LODR Regulations Means the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015.




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Majority Debenture Holders Means such number of Debenture Holders collectively

holding more than 51% (Fifty One Percent) of the value of the

Outstanding Principal Amounts of the Debentures

Majority Resolution Means resolution approved Majority Debenture Holders,

either in a poll or in a meeting of the Debenture Holders.

Management Control Means the continuity of the Promoters in an executive role in

the Issuer and maintenance of shareholding

Material Adverse Effect In the opinion of the Investor, (i) a material impairment of the

sufficiency, validity, value, ranking or enforceability of the

security, (ii) a material adverse change in the business,

operations or condition (financial or otherwise) of Company

(iii) a material adverse effect on the legality or validity of the

Transaction Documents (including ability of the Investor /

trustee to enforce its remedies); (iv) material impairment of

the ability of the Company to perform with its obligations

under the Transaction Documents.

N.A Not Applicable

NBFC Non-banking financial company

NBFC Master Directions Means the master directions issued by the RBI on Non-

Banking Financial Company – Systemically Important Non-

Deposit taking Company and Deposit taking Company

(Reserve Bank) Directions, 2016 or Non-Banking Financial

Company – Non-Systemically Important Non-Deposit taking

Company (Reserve Bank) Directions, 2016 as may be

applicable for the Company (as amended or modified or

restated from time to time).

Net NPA Calculated as Gross NPA less total provisions (including loss

provisions and standard asset provisions).

Net Worth Has the meaning ascribed to it in the 2013 Act

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.

Offer Letter Shall mean the private placement offer letter under Section 42

of the Act (and the rules made thereunder) issued by the

Company for the issue of the Debentures on a private

placement basis

Outstanding Amounts Means the Outstanding Principal Amounts, together with all

interest, fees, costs, commissions, charges, Trustee fees and

other amounts due and payable by the Company under or in

respect of this Deed or any Transaction Document

Outstanding Principal Amount Means Face Value of the Outstanding Debentures

PAN Permanent Account Number.




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Payment Default Means nonpayment on the Due Date any amount payable

pursuant to the Debentures at the place at and in the currency

in which it is expressed to be payable.

Payment Obligations Means all present and future obligations (whether actual or

contingent and whether owed jointly or severally or in any

capacity whatsoever) of the Company to the Debenture

Holders or the Debenture Trustee under this Deed and shall

include the obligation to redeem the Debentures in terms

thereof, any outstanding remuneration of the Debenture

Trustee, default interest payable, if any, and all fees, costs,

charges and expenses and other monies payable by the

Company under the Transaction Documents

Person Shall mean any individual, partnership, joint venture, firm,

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 or “PAR” Shall mean the aggregate of (a) all Client Loans including

owned and managed portfolio and other credit facilities

provided by the Company where one or more repayment

instalments are overdue by the PAR Days or more; and (b) all

Client Loans and other credit facilities in respect of which the

payment schedule have deferred, rescheduled, restructured

and/or refinanced.

Portfolio At Risk Over 90 Days Means, on the Issuer’s entire assets under management at any

point of time, as the case may be, the outstanding principal

value of the relevant portfolio of the Issuer that has one or

more instalments of principal, interest, penalty interest, fee or

any other expected payments overdue for 90 days or more,

includes restructured loans but excludes loans that have been

written off by the Issuer.

Promoters Mr. Vineet Sukumar and Mr. Gaurav Kumar

Purpose The proceeds of the Issuance will be utilized for the following

purposes:

• General corporate purposes

• for the ordinary course of business of the Issuer

including repayment/re-financing of existing debt

Rating Agency ICRA

RBI Reserve Bank of India.

Redemption Payment Means the payment of the Outstanding Principal Amounts of

the Debentures on the Final Redemption Date or on any other

date due to premature redemption

Register of Beneficial Owners Means the register of beneficial owners of the Debentures

maintained in the records of the Depository, as the case may

be

Register of Debenture Holders Means the register maintained by the Company at its

registered office and containing the names of the Debenture

Holders.

Registrar Shall mean the registrar and transfer agent appointed for the

issue of Debentures, being Integrated Registry Management

Services Private Limited

Restructured Portfolio Means with respect to the Company, the outstanding principal

balance of all past due Client Loans that have been




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renegotiated or modified to either lengthen or postpone the

originally scheduled instalments of principal, or to

substantially alter the original terms, of such Client Loans.

ROC Registrar of Companies.

Rs. / INR Indian National Rupee.

RTGS Real Time Gross Settlement.

SEBI Securities and Exchange Board of India constituted under the

Securities and Exchange Board of India Act, 1992 (as

amended from time to time).

SEBI Debt Listing Regulations The Securities and Exchange Board of India (Issue and

Listing of Debt Securities) Regulation, 2008 issued by SEBI,

as amended from time to time.

Secured Obligations Means the Obligations, and includes the making of payment

of any interest, redemption of principal amounts, default

interest, additional interest, liquidated damages and any other

costs, charges and expenses

Offer Schedule Means the schedule of offer and allotment of the Debentures

Tax Means any present or future tax, levy, duty, charge, fees,

deductions, withholdings, turnover tax, transaction tax, stamp

tax or other charge of a similar nature (including any penalty

or interest payable on account of any failure to pay or delay

in paying the same), now or hereafter imposed by Law by any

Governmental Authority and as maybe applicable in relation

to the payment obligations of the company under this Deed.

Tax Deduction Means a deduction or withholding for or on account of Tax

from a payment under a Transaction Document pursuant to

Applicable Law.

TDS Tax Deducted at Source.

The Companies Act/The

Act/2013 Act

Means the Companies Act, 2013, and for any matters or

affairs prior to the notification of the relevant provisions of

the Companies Act, 2013, and shall include any re-enactment,

amendment or modification of the Companies Act, 2013, as

in effect from time to time

Tier I Capital Has the meaning ascribed to it in the NBFC Master Directions

Tier I CAR Means, Tier 1 capital adequacy as defined in RBI regulations

for NBFC-ND-SI.

Tangible Net Worth Means, at any time, the aggregate amount of equity capital,

equity share premium and reserves (excluding revaluation

reserves), as reduced by the aggregate amount of goodwill,

other intangible assets and investments in group companies.

Total Assets Means, for any date of determination, the total Assets of the

Company on such date, including owned, securitised and

managed (non-owned) portfolio.

Total Liabilities Means, for any date of determination, the total Liabilities of

the Company on such date.

Transaction Documents Means the documents executed or to be executed in relation

to the issuance of the Debentures as more particularly set out

hereinafter.

WDM Wholesale Debt Market.

Wilful Defaulter Shall mean an Issuer who is categorized as a wilful defaulter

by any Bank or financial institution or consortium thereof, in

accordance with the guidelines on wilful defaulters issued by

the Reserve Bank of India and includes an issuer whose




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director or promoter is categorized as such in accordance with

Regulation 2(n) of SEBI (Issue and Listing of Debt Securities)

Regulations, 2008.




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SECTION 2: NOTICE TO INVESTORS AND DISCLAIMERS

2.1 ISSUER’S DISCLAIMER

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

should not be construed to be a prospectus or a statement in lieu of a prospectus under the Companies

Act. The issue of the Debentures to be listed and is being made strictly on a private placement basis.

Multiple copies hereof given to the same entity shall be deemed to be given to the same person and

shall be treated as such. This Information Memorandum does not constitute and shall not be deemed to

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

As per the applicable provisions, it is not necessary for a copy of this Information Memorandum/

Disclosure Document to be filed or submitted to the SEBI for its review and/or approval.

This Information Memorandum has been prepared in conformity with the SEBI Debt Listing

Regulations as amended from time to time and the applicable RBI Circulars governing private

placements of debentures by NBFCs. This Information Memorandum has been prepared solely to

provide general information about the Issuer to the Eligible Investors (as defined below) to whom it is

addressed and who are willing and eligible to subscribe to the Debentures. This Information

Memorandum does not purport to contain all the information that any Eligible Investor may require.

Further, this Information Memorandum has been prepared for informational purposes relating to this

transaction only and upon the express understanding that it will be used only for the purposes set forth

herein.

Neither this Information Memorandum nor any other information supplied in connection with the

Debentures is intended to provide the basis of any credit or other evaluation and any recipient of this

Information Memorandum should not consider such receipt as a recommendation to subscribe to any

Debentures. Each potential Investor contemplating subscription to any Debentures should make its own

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

the creditworthiness of the Issuer. Potential investors should consult their own financial, legal, tax and

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

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

suitability of such investment to such Investor’s particular circumstances.

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

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

the Issue and regulatory requirements in relation to the Issue and is accurate in all such material

respects. No person has been authorized to give any information or to make any representation not

contained or incorporated by reference in this Information Memorandum or in any material made

available by the Issuer to any potential Investor pursuant hereto and, if given or made, such information

or representation must not be relied upon as having being authorized by the Issuer. The Issuer certifies

that the disclosures made in this Information Memorandum and/or the Offer Letter are adequate and in

conformity with the SEBI Debt Listing Regulations and the Companies (Prospectus and Allotment of

Securities) Rules, 2014. Further, the Issuer accepts no responsibility for statements made otherwise

than in the Information Memorandum or any other material issued by or at the instance of the Issuer

and anyone placing reliance on any source of information other than this Information Memorandum

would be doing so at its own risk.

This Information Memorandum, the Offer Letter 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 and/or the Offer Letter




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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 and the Offer Letter being issued have been sent. Any application by a

person to whom the Information Memorandum and/or the Private Placement Offer Letter has not been

sent by the Issuer shall be rejected without assigning any reason.

The person who is in receipt of this Information Memorandum and/or the Offer Letter shall not

reproduce or distribute in whole or part or make any announcement in public or to a third party

regarding the contents hereof without the prior written consent of the Issuer. The recipient agrees to

keep confidential all information provided (or made available hereafter), including, without limitation,

the existence and terms of the Issue, any specific pricing information related to the Issue or the amount

or terms of any fees payable to us or other parties in connection with the Issue. This Information

Memorandum and/or the Offer Letter may not be photocopied, reproduced, or distributed to others at

any time without the prior written consent of the Issuer. Upon request, the recipients will promptly

return all material received from the Issuer (including this Information Memorandum) without

retaining any copies hereof. If any recipient of this Information Memorandum and/or the Offer Letter

decides not to participate in the Issue, that recipient must promptly return this Information

Memorandum and/or the Offer Letter and all reproductions whether in whole or in part and any other

information, statement, notice, opinion, memorandum, expression or forecast made or supplied at any

time in relation thereto or received in connection with the Issue to the Issuer.

The Issuer does not undertake to update the Information Memorandum and/or the Offer Letter to reflect

subsequent events after the date of Information Memorandum and/or the Offer Letter and thus it should

not be relied upon with respect to such subsequent events without first confirming its accuracy with

the Issuer.

Neither the delivery of this Information Memorandum, and/or the Offer Letter nor any sale of

Debentures made hereafter shall, under any circumstances, constitute a representation or create any

implication that there has been no change in the affairs of the Issuer since the date hereof.

This Information Memorandum and/or the Offer Letter 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 and/or the Offer Letter in any jurisdiction where such action is required.

Persons into whose possession this Information Memorandum comes are required to inform themselves

about and to observe any such restrictions. The Information Memorandum is made available to

potential Investors in the Issue on the strict understanding that it is confidential.

2.2 DISCLAIMER CLAUSE OF SEBI

As per the provisions of the SEBI Debt Listing Regulations, it is not stipulated that a copy of this

Information Memorandum has to be filed with or submitted to the SEBI for its review / approval. It is

to be distinctly understood that this Information Memorandum should not in any way be deemed or

construed to have been approved or vetted by SEBI and that this Issue is not recommended or approved

by SEBI. SEBI does not take any responsibility either for the financial soundness of any proposal for

which the Debentures issued thereof is proposed to be made or for the correctness of the statements

made or opinions expressed in this Information Memorandum.

2.3 DISCLAIMER CLAUSE OF RBI




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The Issuer is having a valid certificate of registration dated 05-01-2018 issued by the Reserve Bank of

India under Section 45-IA of the Reserve Bank of India Act, 1934. However, the RBI does not accept

any responsibility or guarantee about the present position as to the financial soundness of the Issuer or

the correctness of any of the statements or representations made or opinion expressed by the Issuer and

for repayment of deposits/discharge of liabilities by the Issuer.

2.4 DISCLAIMER IN RESPECT OF JURISDICTION

This Issue is made in India to Investors as specified under the clause titled “Eligible Investors” of this

Information Memorandum, who shall be/have been identified upfront by the Issuer. This Information

Memorandum and/or the 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 non-exclusive jurisdiction of the courts and tribunals at

Chennai. This Information Memorandum and/or the Offer Letter does not constitute an offer to sell or

an invitation to subscribe to the Debentures herein, in any other jurisdiction to any person to whom it

is unlawful to make an offer or invitation in such jurisdiction.

2.5 DISCLAIMER IN RESPECT OF RATING AGENCIES

Ratings are opinions on credit quality and are not recommendations to sanction, renew, disburse or

recall the concerned bank facilities or to buy, sell or hold any security. The Rating Agency shall base

its ratings on information obtained from sources believed by it to be accurate and reliable. The Rating

Agency does not, however, guarantee the accuracy, adequacy or completeness of any information and

is not responsible for any errors or omissions or for the results obtained from the use of such

information. Most entities whose bank facilities/instruments are rated by the Rating Agency have paid

a credit rating fee, based on the amount and type of bank facilities/instruments.

2.6 ISSUE OF DEBENTURES IN DEMATERIALISED FORM

The Debentures will be issued in dematerialised form. The Issuer has made arrangements with the

Depositories for the issue of the Debentures in dematerialised form. Investors will have to hold the

Debentures in dematerialised form as per the provisions of Depositories Act. The Issuer shall take

necessary steps to credit the Debentures allotted to the beneficiary account maintained by the Investor

with its depositary participant. The Issuer will make the Allotment to Investors on the Deemed Date of

Allotment after verification of the Application Form, the accompanying documents and on realisation

of the application money.

2.7 DISCLAIMER OF THE STOCK EXCHANGE

As required, a copy of this Information Memorandum shall be submitted to the BSE. It is to be distinctly

understood that such submission of the document with BSE or hosting the same on its website should

not in any way be deemed or construed that the document has been cleared or approved by BSE; nor

does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents

of this document; nor does it take responsibility for the financial or other soundness of the Issuer, its

promoters, its management or any scheme or project of the Issuer. Every person who desires to apply

for or otherwise acquire any securities of this Issuer may do so pursuant to independent inquiry,

investigation and analysis and shall not have any claim against the exchange whatsoever by reason of

any loss which may be suffered by such person consequent to or in connection with such subscription/

acquisition whether by reason of anything stated or omitted to be stated herein or any other reason

whatsoever.

FORWARD LOOKING STATEMENTS




15

All statements in this Information Memorandum that are not statements of historical fact constitute

“forward looking statements”. All statements regarding the Issuer’s expected financial condition and

results of operations, business, plans and prospects are forward looking statements. These forward

looking statements and any other projections contained in this Information Memorandum (whether

made by the Issuer or any third party) are predictions and involve known and unknown risks,

uncertainties and other factors that may cause the Issuer’s actual results, performance and achievements

to be materially different from any future results, performance or achievements expressed or implied

by such forward looking statements or other projections. The forward looking statements, if any,

contained in this Information Memorandum are based on the beliefs of the management of the Issuer,

as well as the assumptions made by and information available to management as at the date of this

Information Memorandum. There can be no assurance that the expectations will prove to be correct.

The Issuer expressly disclaims any obligation or undertaking to release any updated information or

revisions to any forward looking statements contained herein to reflect any changes in the expectations

or assumptions with regard thereto or any change in the events, conditions or circumstances on which

such statements are based. Given these uncertainties, recipients are cautioned not to place undue

reliance on such forward looking statements. All subsequent written and oral forward looking

statements attributable to the Issuer are expressly qualified in their entirety by reference to these

cautionary statements.




16

SECTION 3: RISK FACTORS

The following are the risks relating to the Company, the Debentures and the market in general

envisaged by the management of the Company. Potential Investors should carefully consider all the

risk factors stated in this Information Memorandum and/or the Offer Letter for evaluating the Company

and its business and the Debentures before making any investment decision relating to the Debentures.

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

investing in the Debentures, but does not represent that the statements below regarding risks of holding

the Debentures are exhaustive. The ordering of the risk factors is intended to facilitate ease of reading

and reference and does not in any manner indicate the importance of one risk factor over another.

Potential Investors should also read the detailed information set out elsewhere in this Information

Memorandum and/or the Offer Letter and reach their own views prior to making any investment

decision.

3.1 Repayment is subject to the credit risk of the issuer

Potential Investors should be aware that receipt of the principal amount (i.e. the redemption amount)

and any other amounts that may be due in respect of the Debentures is subject to the credit risk of the

Issuer. Potential Investors assume the risk that the Issuer will not be able to satisfy their obligations

under the Debentures. In the event that bankruptcy proceedings or composition, scheme of arrangement

or similar proceedings to avert bankruptcy are instituted by or against the Issuer, the payment of sums

due on the Debentures may not be made or may be substantially reduced or delayed.

3.2 The secondary market for debentures may be illiquid

The Debentures may be very illiquid, and no secondary market may develop in respect thereof. Even

if there is a secondary market for the Debentures, it is not likely to provide significant liquidity.

Potential Investors may have to hold the Debentures until redemption to realize any value.

3.3 Credit risk and rating downgrade risk

The Rating Agency has assigned the credit ratings to the Debentures. In the event of deterioration in

the financial health of the Issuer, there is a possibility that the Rating Agency may downgrade the rating

of the Debentures. In such cases, potential Investors may incur losses on revaluation of their investment

or make provisions towards sub-standard/ non-performing investment as per their usual norms.

3.4 Changes in interest rates may affect the price of the debentures

All securities where a fixed rate of interest is offered, such as this Issue, are subject to price risk. The

price of such securities will vary inversely with changes in prevailing interest rates, i.e. when interest

rates rise, prices of fixed income securities fall and when interest rates drop, the prices increase. The

extent of fall or rise in the prices is a function of the existing coupon, days to maturity and the increase

or decrease in the level of prevailing interest rates. Increased rates of interest, which frequently

accompany inflation and/or a growing economy, are likely to have a negative effect on the pricing of

the Debentures.

3.5 Tax and legal considerations

Special tax considerations and legal considerations may apply to certain types of investors. Potential

Investors are urged to consult with their own financial, legal, tax and other advisors to determine any

financial, legal, tax and other implications of this investment.

3.6 Accounting considerations




17

Special accounting considerations may apply to certain types of taxpayers. Potential investors are urged

to consult with their own accounting advisors to determine implications of this investment.

3.7 Security may be insufficient to redeem the debentures

In the event that the Company is unable to meet its payment and other obligations towards Investors

under the terms of the Debentures, the Debenture Trustee may enforce the Security as per the terms of

security documents, and other related documents. The Debenture Holder(s)’ recovery in relation to the

Debentures will be subject to (i) the market value of such secured property, (ii) finding willing buyers

for the Security at a price sufficient to repay the Debenture Holder(s)’amounts outstanding under the

Debentures. The value realised from the enforcement of the Security may be insufficient to redeem the

Debentures.

3.8 Material changes in regulations to which the issuer is subject could impair the issuer’s

ability to meet payment or other obligations

The Issuer is subject generally to changes in Indian law, as well as to changes in government regulations

and policies and accounting principles. Any changes in the regulatory framework could adversely affect

the profitability of the Issuer or its future financial performance, by requiring a restructuring of its

activities, increasing costs or otherwise.

3.9 Legality of purchase

Potential Investors of the Debentures will be responsible for the lawfulness of the acquisition of the

Debentures, whether under the laws of the jurisdiction of its incorporation or the jurisdiction in which

it operates or for compliance by that potential Investor with any law, regulation or regulatory policy

applicable to it.

3.10 Political and economic risks in India

The Issuer operates only within India and, accordingly, all of its revenues are derived from the domestic

market. As a result, it is highly dependent on prevailing economic conditions in India and its results of

operations are significantly affected by factors influencing the Indian economy. An uncertain economic

situation, in India and globally, could result in a further slowdown in economic growth, investment and

consumption. A slowdown in the rate of growth in the Indian economy could result in lower demand

for credit and other financial products and services and higher defaults. Any slowdown in the growth

or negative growth of sectors where the Issuer has a relatively higher exposure could adversely impact

its performance. Any such slowdown could adversely affect its business, prospects, results of

operations and financial condition.

3.11 Any increase in the levels of non-performing assets (“NPA”) on our portfolio, for any

reason whatsoever, would adversely affect our business and results of operations

Vivriti Capital is in the business of aggregating risk and the quality of assets on our balance sheet is

important. The Company conducts extensive due diligence before onboarding a client and monitors the

clients on an ongoing basis. The Company also has conservative provisioning norms to build a cushion

against asset performance. However, there can be no assurances on the asset quality of the book, and

this remains a critical risk factor in lending to the Company.

3.12 We may be impacted by volatility in interest rates which could cause our spreads to

decline and consequently affect our profitability




18

The Company seeks to mitigate the interest rate risk by creating assets linked to its cost of borrowings.

In case of fixed income instruments as well, the Company seeks to create assets with tenor very similar

to the borrowings funding the assets. While the mitigation techniques could limit the contraction in

spread in case of unfavourable movement in the interest rates, the profitability of the business remains

exposed to movement in interest rates in the economy.

3.13 Our business requires substantial capital, and any delay/disruption could lead to adverse

impact on our business

Our business is regulated by the Reserve Bank of India and we are required to maintain minimum Tier

1 Capital of 10%. Our ability to raise capital on time will be the key determinant of our growth. While

the Company shall plan for timely raise of capital, market sentiments and regulations could impact our

access to capital, and this is a key risk to business.

3.14 Our business requires continuous access to funding lines and any delay/disruption could

lead to adverse impact on our liquidity as well as growth

Access to funding lines is critical as funds are the raw material for our business. External events could

affect funding sources significantly – For example, the Prompt Corrective Action by the Reserve Bank

of India has limited many banks from lending. In addition, liquidity squeeze could lead to drying of

market-based funding sources like commercial papers, Non-Convertible Debentures etc. Such events

could create unfavourable impact to our liquidity position and business growth.

3.15 We are subjected to supervision and regulation by the RBI, and changes in RBI’s

regulations governing us could adversely affect our business

Being an NBFC, the operations of the Company are subject to various regulations prescribed the RBI

and other statutory authorities including regulations relating to foreign investment in India. Compliance

with many of the regulations applicable to the Company across jurisdictions including any restrictions

on investments and other activities currently being carried out by the Company involve a number of

risks, particularly in areas where applicable regulations may be subject to varying interpretations. If

the interpretation of the regulators and authorities varies from our interpretation, we may be subject to

penalties and the business of the Company could be adversely affected. Further, the RBI’s may amend

regulations/ guidelines applicable to NBFCs in future which may require us to restructure our activities,

incur additional cost or could otherwise adversely affect our business and our financial performance.

While the RBI has not provided for any restriction on interest rates that can be charged by non -deposit

taking NBFCs but there can be no assurance that the RBI and/or the Government will not implement

regulations or policies, including policies or regulations or legal interpretations of existing regulations,

relating to or affecting interest rates, taxation, inflation or exchange controls, or otherwise take action,

that could have an adverse effect on non-deposit taking NBFCs. In addition, there can be no assurance

that any changes in the laws and regulations relative to the Indian financial services industry will not

adversely impact our business.

3.16 Any change in the Priority Sector Guidelines in particular by the RBI could lead to

impact to our business

The financial services space is highly competitive and ability to compete effectively will determine our

sustainability

The sector in which we operate is highly competitive and we face significant competition from

investment banks, and other NBFCs. These competitive pressures affect the industry in which we

operate as a whole, and our future success will depend in large part on our ability to respond in an




19

effective and timely manner to these competitive pressures. While we invest in people and processes

to manage competition effectively, it remains a significant risk factor affecting the sustainability.

3.17 We are dependent upon the collection network of our partners for timely repayment of

our Pass-Through Certificates as well as co lending loan portfolio

We depend upon the servicers (our NBFC partners) for collecting dues in a timely manner and service

our pass-through certificate investments as well as in co-lending arrangement. While we carry our

stringent initial diligence as well as ongoing monitoring and stipulate minimum first loss credit

enhancement from these partners, we remain exposed to the risk of these clients failing to carry out

their obligations.

3.18 Our marketplace adoption may be slower, impacting our growth prospects

Vivriti Capital is developing and managing a technology platform and the key determinant of growth

and profitability of Vivriti Capital is the adoption of the technology platform. If the adoption is slower

than our anticipation, it could impact our growth prospects. Vivriti Capital is hiring resources with

significant experience to drive product adoption.

3.19 Our technology platform could experience security breaches

Given the nature of private and sensitive data on Vivriti Capital’s technology platform, a security breach

remains a key risk factor for the Company. Vivriti is cognizant of the risk and has employed well

known consulting firms to ensure security of the platform.

3.20 Our success depends in large part upon our management team and key personnel and

our ability to attract, train and retain such persons. Our inability to attract and retain

talented professionals, or the resignation or loss of key management personnel, may have

an adverse impact on our business and future financial performance.

Our ability to sustain our rate of growth depends significantly upon our ability to manage key issues

such as selecting and retaining key managerial personnel, developing managerial experience to address

emerging challenges and ensuring a high standard of client service. In order to be successful, we must

attract, train, motivate and retain highly skilled employees, especially branch managers and product

executives. If we cannot hire additional qualified personnel or retain them, our ability to expand our

business will be impaired and our revenue could decline. We will need to recruit new employees, who

will have to be trained and integrated into our operations. We will also have to train existing employees

to adhere properly to internal controls and risk management procedures. Failure to train and motivate

our employees properly may result in an increase in employee attrition rates, require additional hiring,

erode the quality of customer service, divert management resources, increase our exposure to high-risk

credit and impose significant costs on us. While we have an incentive structure and an Employee

Incentive Plan/ ESOP designed to encourage employee retention, our inability to attract and retain

talented professionals, or the resignation or loss of key management personnel, may have an adverse

impact on our business and future financial performance.




20

SECTION 4: FINANCIAL STATEMENTS

The audited financial statements of the Issuer for the year ended 31.03.2018 and 31.03.2019 are set out

in Annexure V hereto.




21

SECTION 5: REGULATORY DISCLOSURES

The Information Memorandum is prepared in accordance with the provisions of SEBI Debt Listing

Regulations and in this section, the Issuer has set out the details required as per Schedule I of the SEBI

Debt Listing Regulations.

5.1 Documents Submitted to the Exchanges

The following documents have been / shall be submitted to the BSE:

(a) Memorandum and Articles of Association of the Issuer and necessary resolution(s) for the

allotment of the Debentures;

(b) Copy of audited financial statements for the previous two financial years;

(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) Certified true copy of the special resolution passed by the Company at the Extra Ordinary

General Meeting held on August 14, 2019, authorising the Company to issue non-convertible

debentures upon such terms as the Board may think fit,;

(f) Any other particulars or documents that the recognized stock exchange may call for as it deems

fit.

5.2 Documents Submitted to Debenture Trustee

The following documents have been / shall be submitted to the Debenture Trustee in electronic form

(soft copy) on or before the allotment of the Debentures:

(a) Memorandum and Articles of Association of the Issuer and necessary resolution(s) for the

allotment of the Debentures;

(b) Copy of audited financial statements for the previous two financial years

(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.

5.3 Name and Address of Registered Office of the Issuer

Name: Vivriti Capital Private Limited

Registered Office of Issuer: Prestige Polygon, 12th floor, Mount Road, Anna Salai,

Teynampet, Chennai, Tamil Nadu 600035

Corporate Office: Prestige Polygon, 12th floor, Mount Road, Anna Salai,

Teynampet, Chennai, Tamil Nadu 600035

Compliance Officer of Issuer: Amritha Paitenkar

Arranger to the Issue: Not Applicable




22

Corporate Identification Number: U65929TN2017PTC117196

Phone No.: 044 - 40074811

Fax No : NA

Contact Person: Ms. Amritha Paitenkar

Email: [email protected]

Website of Issuer: www.vivriticapital.com

Auditors of the Issuer: Deloitte Haskins and Sells

Trustee to the Issue: Catalyst Trusteeship Limited (Formerly GDA Trusteeship

Limited)

GDA House, Plot No. 85, Bhusari Colony (Right), Paud

Road, Pune - 411 038

Registrar to the Issue: Integrated Registry Management Services Private Limited

Credit Rating Agency of the Issue: ICRA

5.4 A brief summary of business / activities of the Issuer and its line of business

(a) Overview

Vivriti Capital Private Limited is an NBFC based out of Chennai. The Company was incorporated on

22 June 2017 and received the Certificate of Registration from the Reserve Bank of India on 05 Jan

2018.

The Company seeks to be the largest provider of debt capital to enterprises in the country. Our clientele

consists of:

1. Small and medium institutions operating in financial services

2. Medium enterprises

Vivriti Capital takes an approach of lending as well as debt arrangement to meet the debt requirements

of its clients. In this approach, Vivriti Capital takes exposure to its clients via on balance sheet or off-

balance sheet transactions and also raises funds for the same set of clients from varied market

participants – Banks, Mutual Funds, Private Wealth Managers, Offshore funds and so on.

On its balance sheet participation, Vivriti Capital makes interest income, whereas on debt raised

through debt arrangement, Company makes fee income.

Vivriti Capital currently has over 165 employees, spread across its offices in Chennai and Mumbai

(b) Vivriti Capital approach to business




23

Vivriti aims to serve the multiple funding’s needs of its clients with an approach that combines:

• Focus on client lifecycle via a suite of best in class products, rather than being limited by

products on offer

• High reliance on technology – to create scale and efficiency

• Data driven decisions – to maintain asset quality with minimal credit costs

(c) Vivriti Capital’s Competitive Advantages

Vivriti Capital has carved a set of competitive advantages that clearly differentiates the business model

and provides the company with a long runway for growth.

Some of the key differentiators of Vivriti Capital are:

• Sectoral expertise

• Dynamic risk management

• Multi product suite

• Superior distribution capabilities

• Well capitalised balance sheet

• Strong governance structure

(d) Key investment positives

Experienced promoter and second line of management

The promoters have significant experience in the financial services industry and have pioneered many

innovations in the space. Keeping the aggressive growth plans in mind, the company has also invested

significantly to strengthen their second line of management.

Strong underwriting and risk management capabilities

Vivriti Capital’s understanding of the space that it operates in, is extremely strong. Company has

developed extremely detailed underwriting norms for the segments it operates in and is known for its

knowledge capital. This is made possible by promoter level access across its clients, extensive due

diligence and ongoing field visits as well as a superior risk rating framework being used by the

company.

Strong PE backing

Company has recently raised a large round of private equity. Creation Investments is a global private

equity based out of Chicago and is focussed on investment opportunities in the financial services space.

Creation has invested INR 310 Cr into the Company.

Strong Corporate Governance

Company has created a strong corporate governance framework to ensure scalability and

accountability.

1. Induction of independent directors of repute

2. Appointment of Big 4 as statutory and internal auditors

3. Well defined policies and processes




24

(e) Brief Profile of the Board of Directors

Board of Directors

Name Designatio

n Experience

Vineet

Sukumar

Founder

and

Managing

Director

Vineet Sukumar is the co-founder and promoter of Vivriti Capital.

He is also the Managing director of the organisation.

Until recently, Vineet was the Chief Financial Officer of IFMR

Capital and the CEO of IFMR Investment Managers (wholly owned

subsidiary of IFMR Capital). Prior to this, Vineet led key

relationships at Standard Chartered Bank. Vineet has also worked

with Tata Administrative Services and Tata Motors.

Vineet has completed his master’s degree in business

administration from IIM Bangalore, and bachelor’s degree in

engineering from IIT Kharagpur.

Gaurav

Kumar

Founder

and

Managing

Director

Gaurav Kumar is the founder and promoter of Vivriti Capital. He is

also the Managing director of the organisation.

Gaurav Kumar was one of the early stage employees of IFMR

Capital. In his last role, he was the Chief Business Officer and the

CEO of IFMR Investment Advisor (a wholly owned subsidiary of

IFMR Capital Private Limited).

Gaurav has completed his master’s degree in business

administration from IRMA and bachelor’s degree from Delhi

University.

Ken

Wander

Weele

Nominee

Director

Mr. Vander Weele is the co-founder of Creation Investments and

serves as the Chief Investment Officer. He is a founding board

member Creation Investments Social Ventures Fund I and was

instrumental in the establishment of Creation Investments’ model

and pipeline. Prior to Creation Investments, Mr. Vander Weele was

the President of the Investment Services Division at Opportunity

International, a global microfinance network. Mr. Vander Weele

held various positions with the network including Regional Vice

President for Eastern Europe and Interim President for the network

in the U.S, following the resignation of the CEO.

Mr. Vander Weele received a Bachelor of Business Administration

degree from the University of Wisconsin in Madison and a Ph.D.

from the Open University of the U.K. He is a Certified Public

Accountant.

John Tyler

Day

Nominee

Director

Most recently, he was a Technical Advisor to the microfinance

institution, Five Talents Uganda in Kampala, Uganda. Prior to that,

he was a Financial Analyst in the mergers and acquisitions group at

the investment banking firm Houlihan Lokey.

Mr. Day received his Bachelor of Business Administration from the

McCombs School of Business at the University of Texas at Austin,

where he majored in Finance. Mr. Day has his Series 7 and Series

63 certifications.




25

Board of Directors

Name Designatio

n Experience

Sridhar

Srinivasan

Independen

t Director

Mr. Sridhar Srinivas is a veteran in Banking Industry with

significant experience in Management Consulting, Risk

Management, Cost Optimisation, and Governance & Regulations.

Mr. Sridhar serves as a Senior Advisor with Oliver Wyman, a

leading management consulting firm. Prior to joining Oliver, he

was the Managing Director of Citigroup, based in London and has

worked across Asia, Africa and Europe. He also serves as the

Director at Oracle Financial Services, India Factoring and Finance

Solutions and Bank of Baroda, one of largest PSU Banks in India

Namrata

Kaul

Independen

t Director

Ms. Namrata Kaul has over 25 years of experience in Banking and

Finance Industry. Her rich experience spans across Corporate and

Investment Banking functions, Global Markets and Treasury.

Ms. Namrata has served as the Managing Director and Head of

Corporate Banking for Deutsche Bank, India. Ms. Namrata has also

served in Strategic Leadership Team for Deutsche Bank Global

Initiative “Home to Asia” to strengthen business flows to the bank.

(f) Company Credit Rating

Company is rated A- by ICRA. This rating has been assigned based on experienced and senior

management team, prudent underwriting practices and strong capital structure, with INR 310 Cr of

equity raise in FY19 and Q1FY20.

(g) Key Operational and Financial Parameters for the last 3 audited years - Please refer to

Annexure V

Gross Debt: Equity Ratio of the Company

Before the issue of debt securities 1.61

After the issue of debt securities 1.69

Calculations

Debt-to-equity ratio is calculated as follows: -

Before Issue:

Debt 528.6 Crores

Equity 327.4 Crores

Debt/Equity 1.61 x

After Issue:

Debt 553.6 Crores




26

Equity 327.4 Crores

Debt/Equity 1.69 x

(h) Project cost and means of financing, in case of funding new projects: Not applicable

5.5 Brief history of Issuer since its incorporation giving details of its following activities:

(a) Details of Share Capital as on 31st December 2019:

Share Capital Rs.

Authorised

Equity Share Capital 21,00,00,000

Preference Share Capital 58,34,80,350

TOTAL 79,34,80,350

Issued, Subscribed and Fully Paid- up

Equity Shares 14,48,96,000

Preference Shares 57,46,94,730

TOTAL 71,95,90,730

(b) Changes in its capital structure as at 31 December 2019, for the last five years:

Date of Change (AGM/EGM) Authorised Capital in Rs. Particulars

EGM – 22-05-2018 20,00,00,000 Increase in authorised capital

EGM - 05-01-2019 63,00,00,000 Increase in authorised capital

EGM – 27-03-2019 67,88,34,940 Increase in authorised capital

AGM - 22-04-2019 79,34,80,350 Increase in authorised capital

For change in paid up capital structure, please refer to below mentioned clause (c) of this section

(c) Share Capital History of the Company (Equity and Preference shares) as at 31st

December 2019, for the last five years:

Cumulative

Date of

Allotment/

Transfer

No of

Shares

Face

Value

Issue P

rice

Consideration Form

of

Consid

eration

Nature of

Allotment/

Transfer

No of

Equity

Shares

/CCPS

Equity

/CCPS Share

Capital

Equity

Share/

CCPS

Premium ( in Rs

)

( in Rs

)

( Rs ) ( Rs )

07-07-2017 499990 10 10 4999900 Cash Subscribed

Capital

499990 4999900 -

07-07-2017 10 10 10 100 Cash Subscribed

Capital

500000 5000000 -

07-07-2017 1000000 10 10 10000000 Cash Rights Issue 1500000 15000000 -

17-07-2017 702913 10 10 7029130 Conside

ration

other

than

cash

Rights Issue 2202913 22029130 -




27


30-08-2017 10 10 10 100 Cash Transfer

from

Saurabh

Vatsa

2702913 27029130 -







29-06-2018 1922500 10 10 19225000 Cash ESOP

allotment as

per Sec 62

(1) (b)

13222500 132225000 -

29-06-2018 250000 10 10 2500000 Cash Transfer

from Vineet

Sukumar

13222500 132225000 -

29-06-2018 250000 10 10 2500000 Cash Transfer

from

Gaurav

Kumar

13222500 132225000 -

29-06-2018 500000 10 10 5000000 Cash Transfer

from Vineet

Sukumar

13222500 132225000 -

29-06-2018 500000 10 10 5000000 Cash Transfer

from

Gaurav

Kumar

13222500 132225000 -

18-01-2019 100 10 47.4816

47

4,748.2 Cash Allotment 13222600 132226000 3,748.16

18-01-2019 467000 10 47.4816

47

4670000 Cash Further

Issue

(ESOP)

13689600 136896000 17,503,907.

2

18-01-2019 21060669

(CCPS)

10 47.4816

47

999995251.04 Cash Allotment 21060669

(CCPS)

210606690(C

CPS)

789,388,562

15-02-2019 21060769

(CCPS)

10 47.4816

47

999999999.2 Cash Allotment 42121438

(CCPS)

421214380

(CCPS)

789,392,309

29-03-2019 4883494

(CCPS)

10 71.67 350,000,01498 Cash Allotment 47004932

(CCPS)

470049320

(CCPS)

301,165,074

.98

24-05-2019 10464541

(CCPS)

10 71.67 749,993,653.47 Cash Allotment 57469473

(CCPS)

574694730

(CCPS)

645,348,243

.47




28

16-11-2019 800000 10 71.67 5,73,36,000 Cash Further

Issue

(ESOP)

14489600 144896000

4,93,36,000

(d) Details of any Acquisition or Amalgamation in the last 1 (one) year:

Not Applicable

(e) Details of any Reorganization or Reconstruction in the last 1 (one) year:

Not Applicable

5.6 Details of the shareholding of the Company as at 31st December 2019

(a) Shareholding Pattern of the Company as at 31st December 2019

S.no Category Pre and post-issue

No: of shares held % of shares held A Promoter’s holding 1 Indian Individual 98,00,000 13.619% Bodies Corporate Sub-total 2 Foreign Promoters

Sub-total(A)

98,00,000

13.619% B Non-promoter’s holding Institutional Investors Non-Institutional Investors Private Corporate Bodies –

Equity

100

79.864% Private Corporate Bodies – CCPS

5,74,69,473

Directors and relatives Indian Public Others

(employees)

15,00,000

2.085% Vivriti ESOP Trust

31,89,500

4.432%

Sub-total (B)

6,21,59,073

86.381%

Grand Total

7,19,59,073

100%

List of top 10 holders of equity shares of the Company as at December 31, 2019

S.

No Particulars

Total Number

of Equity

Shares

Number of shares

held in

Dematerialized Form

Total

Shareholding as

a % of total no.

of equity shares.

1 Gaurav Kumar 49,00,000 49,00,000 33.817%




29

2 Vineet Sukumar 49,00,000

49,00,000

33.817%

3 Vivriti ESOP Trust 31,89,500 - 22.012%

4 Shaikh Mohammed Irfan

Basha

5,00,000

-

3.451%

5 Soumendra Ghosh 5,00,000

-

3.451%

6 Aniket Deshpande 5,00,000

5,00,000

3.451%

7 Creation Investments India

III, LLC 100 100

0.001%

List of top 10 holders of preference shares of the Company as at December 31st, 2019

S.

No Particulars

Total Number

of

Compulsorily

Convertible

Preference

shares

Number of shares

held in

Dematerialized Form

Total

Shareholding as

a % of total no.

of preference

shares.

1

Creation Investments India

III, LLC

30 S. Wacker Drive Suite

1600 Chicago, Illinois 60606

USA

5,74,69,473 5,74,69,473 100%

5.7 Following details regarding the directors of the Company:

(a) Details of current directors of the Company:

This table sets out the details regarding the Company’s Board of Directors as on date of the Information

Memorandum:

S.

No.

Name of the

Director Designation Age Address DIN

Director

of the

company

since

1 Gaurav Kumar Managing

Director 36

19, B-103

MANASASROVAR

APPARTMENTS 3RD

SEAWARD ROAD

VALMIKI NAGAR

THIRUVANMIYUR

CHENNAI 600041 TN IN

07767248 22 June

2017

2 John Tyler Day Nominee

Director 33

7034, IRONGATE LANE

DALLAS TEXAS 75214

US

07298703 18 Jan

2019

3 Kenneth Dan Vander

Weele

Independent

Director 65

445 E, NORTH WATER

STREET, APT 2101,

CHICAGO ILLINOIS

60611 US

02545813 18 Jan

2019




30

4 Namrata Kaul Independent

Director 55

B2-301, THE WORLD

SPA WEST SECTOR-

30/41 GURGAON 122001

HR IN

00994532 12 Jan

2019

5 Sridhar Srinivasan Nominee

Director 58

C 2401/2402, RAHEJA

ATLANTIS,

GANPATRAO KADAM

MARG, OPP. NEROLAC

HOUSE, LOWER PA

MUMBAI 400013 MH IN

07240718 12 Jan

2019

6 Vineet Sukumar Managing

Director 39

4, KG VALMIKI

APARTMENTS, 3RD

SEAWARD ROAD

VALMIKI NAGAR

THIRUVANMYUR

CHENNAI 600041 TN IN

06848801 30 August

2017

(b) Details of change in directors since last three years:

Name

Designation DIN Date of

Appointment /

Resignation

Director of the

Company

since (in case

of resignation)

Remarks

Mr. Gaurav

Kumar

Managing

Director

07767248 22 June 2017 22 June 2017 Appointment

Mr. Saurabh

Watsa

Director 01710506 22 June 2017 Appointment

Mr. Saurabh

Watsa

Director 01710506 30 Aug 2017 Resignation

Mr. Vineet

Sukumar

Managing

Director

06848801 30 August 2017 30 August

2017

Appointment

Mr. Sridhar

Srinivas

Independent

Director

07240718 12 Jan 2019 12 Jan 2019 Appointment

Ms. Namrata

Kaul

Independent

Director


Mr. Ken Wander

Weele

Nominee

Director


Mr. John Tyler

Day

Nominee

Director


*Company to disclose name of the current directors who are appearing in the RBI defaulter list and/or

ECGC default list, if any: None

5.8 Following details regarding the auditors of the Company:

(a) Details of the auditor of the Company:

Name Address Auditor Since Remarks

M/s.

Deloitte

Indiabulls Finance Centre

Tower 3, 24th / 25th / 26th / 27th –

32nd Floor Senapati Bapat Marg,

Inception None




31

Haskins and

Sells

Elphinstone Road (West),

Maharashtra - 400013

Phone : + 91 22 6185 4000

(b) Details of change in auditors since last three years:

None

5.9 Details of borrowings of the Company, as on December 31, 2019

(a) Details of Secured Loan Facilities:

Sr

no.

Lender Name Type Original Amount

in disbursed

currency

(INR Cr.)

Outstanding

Amount in

disbursed currency

(INR Cr.)

Tenure

(Month)

Security

1 AU Small

Finance Bank

Term

Loan

5.00 1.90 24 Charge on

Receivables

2 Ratnakar Bank

Ltd

Term

Loan

25.00 17.05 24 Charge on

Receivables

3 Hinduja Leyland

Finance

Term

Loan

10.88 7.08 24 Charge on

Receivables

4 MAS Financial

Services

Term

Loan

5.00 3.13 24 Charge on

Receivables

5 MAS Financial

Services

Term

Loan

25.00 15.63 24 Charge on

Receivables

6 Tata Capital Term

Loan

7.50 4.93 24 Charge on

Receivables

7 Ratnakar Bank

Ltd

Term

Loan

25.00 19.32 24 Charge on

Receivables

8 Sundaram

Finance Ltd

Term

Loan

10.00 7.71 24 Charge on

Receivables

9 MAS Financial

Services

Term

Loan

25.00 19.44 27 Charge on

Receivables

10 Ujjivan Small

Finace Bank

Term

Loan

17.50 13.13 24 Charge on

Receivables

11 Profectus Capital

Pvt ltd

Term

Loan

5.00 5.00 10 Charge on

Receivables

12 NabSamruddhi

Finance Ltd

Term

Loan

10.00 9.17 36 Charge on

Receivables

13 Hinduja Leyland

Finance

Term

Loan

30.00 25.47 24 Charge on

Receivables

14 MAS Financial

Services

Term

Loan

30.00 25.00 18 Charge on

Receivables

15 Kotak Mahindra

Bank

Term

Loan

25.00 18.75 12 Charge on

Receivables

16 Indus Ind Bank

Limited

WCDL 10.00 10.00 12 Charge on

Receivables

17 MAS Financial

Services

Term

Loan

25.00 25.00 24 Charge on

Receivables




32

a) Details of Unsecured Loan Facilities at December 31, 2019

NIL

(b) Details of Non-Convertible Debentures as of December 31, 2019 (Issued through Private

Placement)

Sr

no.

Security

Name

Type Original

Amount in

disbursed

currency

(INR Cr.)

Outstandin

g Amount

in disbursed

currency

(INR Cr.)

Tenure

(Month)

Coupon Credit

Rating

Date of

Allotme

nt

Secured/

Unsecur

ed

1 11% Vivriti

Capital Private

Limited

NCD 199 199 24 11%

(Eleven

percent)

ICRA A- 19-03-

2019

Secured

2 Vivriti Capital

Series 1 Senior

Secured MLD

MLD 7.00 7.00 15 10.76% PP-MLD

[ICRA]

A-

27-06-

2019

Secured

3 Vivriti Capital

Series 1 Senior

Secured NCD

NCD 40.00 35.00 24 11.50% ICRA A- 16-08-

2019

Secured

4 Vivriti Capital

Series A

Senior Secured

NCD 20.00 20.00 36 12.12% ICRA A- 26-08-

2019

Secured

5 Vivriti Capital

Series B

Senior Secured

NCD 20.00 20.00 36 12.12% ICRA A- 26-08-

2019

Secured

(c) List of Top 10 Debenture Holders (as on December 31, 2019) -

S.No. Name of Debenture Holder Amount (INR Cr.)

1 Franklin India Short Term Income Plan 139

2 Franklin India Credit Risk Fund 40

3 Franklin India Dynamic Accrual Fund 20

4 Ladder Up Wealth Management 7

5 Nippon India Mutual Fund 35

6 Mr. Sachin Bansal 40

(d) The amount of corporate guarantee issued by the Issuer along with name of the

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

whom it has been issued (if any)).

As a part of its ordinary course of business, the issuer has issued Guarantees outstanding of

INR 76.62 Crores as on 31st Dec 2019 for the following companies.

Client Name

Berar

Cashe




33

Chaitanya

Digamber

Epimoney

Indel Money

IREP

Kanakadurga

KrazyBee

Livfin

LoanTap

Midland

Namra

OfBusiness

Origo Finance

Pahal

Sambandh

Shri Ram

SME Corner

SMILE

Svasti

UpMoney

Wheels EMI

Yog Loans

(e) Details of Commercial Paper (as of December 31, 2019):

NIL

(f) Details of rest of the borrowing (if any including hybrid debt like FCCB, Optionally

Convertible Debentures / Preference Shares) as at December 31, 2019

NIL

(g) Details of all default/s and/or delay in payments of interest and principal of any kind of

term loans, debt securities and other financial indebtedness including corporate

guarantee issued by the Company, in the past 5 years:

NIL

(h) Details of any outstanding borrowings taken / debt securities issued where taken / issued

(i) for consideration other than cash, whether in whole or part, (ii) at a premium or

discount, or (iii) in pursuance of an option:

NIL

5.10 Details of Promoters of the Company:

(a) Details of Promoter Holding in Company as on latest quarter end, i.e. December 31, 2019




34

S.

No

Name of

Shareholders

Total No. of

Equity shares

No. of shares

held in

Demat form

Total

Shareholding

as % of total

no. of equity

shares

No of

shares

Pledged

% of

shares

pledged

with

respect

to

shares

owned

1. Vineet Sukumar 49,00,000 49,00,000 33.817% 0 0%

2. Gaurav Kumar 49,00,000 49,00,000 33.817% 0 0%

5.11 Abridged version of the Audited Consolidated and Standalone Financial Information

(like Profit and Loss statement, Balance Sheet and Cash Flow statement) for at least last

three years and auditor qualifications, if any. Please refer to Annexure V

[Note: Financial information submitted must be in line with the timelines specified in the

Simplified Listing Agreement, issued vide Circular no. SEBI/IMD/BOND/1/2009/11/05, dated

May 11, 2009 (as may be amended, modified or restated form time to time)]

Profit and Loss Statement (INR) (

Crore)

31.03.2018 31.03.2019

Audited Audited

Revenue from Operations 10.12 43.49

Less: Finance Cost 0.07 4.06

Net Interest + Fee Income 10.05 39.42

Other Income 0.04 0.18

Total Income 10.09 43.67

Operating Expenses 9.18 32.78

Provisions & Write Offs 0.00 2.29

Operating Profit 0.91 4.54

Depreciation 0.72 2.17

Profit Before Tax 0.17 2.36

Exceptional Items (Profit on sale of

assets)

0.00 0.00

Provisions for tax 0.05 0.66

Profit After Tax 0.12 1.70

Balance Sheet (INR) – in Crore 31.03.2018 31.03.2019

Audited Audited

Equity capital 8.50 58.31

Reserve & Surplus 0.12 184.65

TNW 8.62 242.96

Total Debt 1.40 355.55

Current Liabilities+ Provisions 5.11 10.00

Total Outside Liabilities 0.40 1.87




35

Total Liabilities 15.53 610.37

Fixed assets (Net) 8.30 7.37

Investments/Other Advances 2.32 22.14

Gross Advances 0.00 0.0

Cash / Liquid Investments 1.13 41.79

Non-Current assets 3.44 321.44

Other current assets 214.95

Deferred Tax Assets 0.16 0.98

Intangible Assets 0.15 1.71

Other Long-Term Assets

Total Assets 15.53 610.37

5.12 Any material event/ development or change having implications on the financials/credit

quality (e.g. any material regulatory proceedings against the Issuer/promoters, tax

litigations resulting in material liabilities, corporate restructuring event etc) at the time

of Issue which may affect the issue or the investor’s decision to invest / continue to invest

in the debt securities.

The Issuer hereby declares that there has been no material event, development or change at the

time of issue from the position as on the date of the last audited financial statements of the

Issuer, which may affect the Issue or the Investor’s decision to invest/ continue to invest in the

debt securities of the Issuer.

5.13 Names of the Debentures Trustees and Consents thereof

The Debenture Trustee of the proposed Debentures is Catalyst Trusteeship Limited (Formerly

GDA Trusteeship Limited). Catalyst Trusteeship Limited has given its written consent for its

appointment as debenture trustee to the Issue and inclusion of its name in the form and context

in which it appears in this Information Memorandum and in all the subsequent periodical

communications sent to the Debenture Holders. The consent letter from Debenture Trustee is

provided in Annexure III of this Information Memorandum.

5.14 Rating

The Rating Agency has assigned ratings to the Debentures. The rating letter and rationale from

the Rating Agency shall be provided to the Debenture Trustee upon receipt.

5.15 If the security is backed by a guarantee or letter of comfort or any other document / letter

with similar intent, a copy of the same shall be disclosed. In case such document does not

contain detailed payment structure (procedure of invocation of guarantee and receipt of

payment by the investor along with timelines), the same shall be disclosed in the offer

document.

Unconditional and irrevocable guarantee of Mr. Vineet Sukumar and Mr. Gaurav Kumar.

5.16 Names of all the recognized stock exchanges where the debt securities are proposed to be

listed:

The Debentures are proposed to be listed on the Bombay Stock Exchange (BSE) and an in-

principle approval dated March 18, 2019 has been obtained by the Company.

5.17 Other details:




36

(a) Debenture Redemption Reserve Creation:

As per Section 71 of the 2013 Act, any company that intends to issue debentures must create

a debenture redemption reserve to which adequate amounts shall be credited out of the profits

of the company until the redemption of the debentures. However, at present, under the

Companies (Issuance of Share Capital and Debentures) Rules, 2014, non-banking financial

companies are exempt from this requirement in respect of privately placed debentures.

Pursuant to this exemption, the Company does not intend to create any reserve funds for the

redemption of the Debentures.

(b) Issue / instrument specific regulations:

The Issue of Debentures shall be in conformity with the applicable provisions of the Companies

Act including the notified rules thereunder, the SEBI Debt Listing Regulations (if listed), the

applicable provisions of LODR Regulations (if listed) and the applicable RBI guidelines.

(c) Application process:

The application process for the Issue is as provided in SECTION 8: of this Information

Memorandum.

5.18 A statement containing particulars of the dates of, and parties to all material contracts,

agreements:

The following contracts, not being contracts entered into in the ordinary course of business

carried on by the Company or entered into, which are or may be deemed material, have been

entered into by the Company.

The contracts and documents referred to hereunder are material to the Issue, may be inspected

at the registered office of the Company between 10.00 am to 4.00 pm on Business days.

Sr. No. Nature of Contract

1 Certified true copy of the Memorandum of Association& Articles of Association of the

Issuer

2 Board Resolution dated 10th August 2019 authorizing the issue of Debentures offered

under terms of this Information Memorandum.

3 Shareholder Resolution dated 14th August 2019, authorizing the issue of non-convertible

debentures by the Company.

4 Copies of Audited Financials of the Company for the previous three years

5 Letter from Catalyst Trusteeship Limited giving its consent to act as Debenture Trustee

6 Letter for Register and Transfer Agent

7 Certified true copy of the certificate of incorporation of the Company

8 Certified true copy of the tripartite agreement between the Company, the Registrar &

Transfer Agent and the NSDL

9 Rating letter and Rating Rationale

10

An undertaking that the Issuer will, till the redemption of the Debentures, submit the

details of the latest audited/ limited review half yearly results (wherever available) and

financial information (profit and loss statement, balance sheet and cash flow statement)

and auditor qualifications, if any, to the Debenture Trustee within the timelines as

mentioned in the simplified listing agreement, issued by SEBI vide circular dated May 11,

2009 as amended from time to time, for furnishing/ publishing it half yearly result;




37

5.19 Details of Debt Securities Sought to be Issued

Under the purview of the current document, the Issuer intends to raise an amount of Rs. 25,00,00,000/-

(Rupees Twenty Five Crore Only) by issue of Rated, Listed, Senior, Secured, Redeemable, Taxable,

Dematerialised, non-convertible debentures, on a private placement basis.

For further details of the Debentures, please refer to the terms and conditions of the debentures set out

in Section 5.22 of this Information Memorandum.

5.20 Issue Size

The aggregate issue size for the Debentures is Rs. 25,00,00,000/- (Rupees Twenty Five Crore Only)

5.21 Utilization of the Issue Proceeds

The Issuer shall utilise the moneys received towards subscription of the Debentures for the

disbursement of the Issuer’s general corporate purposes of the Company

The Issuer undertakes that the proceeds of this Issue shall be utilized for the deployment of funds on

its own balance sheet and not to facilitate resource requests of its group entities/parent

company/associates.

5.22 Issue Details

Security Name 12.96% Vivriti Capital Private Limited

Issuer/Company Vivriti Capital Private Limited

Debenture Trustee Catalyst Trusteeship Limited

Rating Agency ICRA

Rating ICRA A- (Stable)

Issuance Rated, Listed, Senior, Secured, Dematerialised, Redeemable, Taxable, Non-

Convertible Debentures (“NCDs” or “Debentures”)

Issuance Size INR 25,00,00,000 (Indian Rupees Twenty Five Crore Only)

Interest Rate Type – Fixed as per slabs below subject to coupon reset clause below.

Start Date End Date Coupon

05 March 2020 04 April 2021 10.09%

05 April 2021 03 October 2021 13.40%

04 October 2021 03 April 2022 13.50%

04 April 2022 02 October 2022 13.80%

03 October 2022 03 March 2023 14.5%

The coupon shall reduce by 75 basis points for the first notch upgrade and a

further 100 basis points for the second notch upgrade in the credit rating, from the

date of rating upgrade.

Coupon Reset Dates

05 April 2021

04 October 2021

04 April 2022

03 October 2022




38

Coupon Reset

Process

The interest rate will be negotiated between the Issuer and Majority Debenture

Holders, 30 (Thirty) days before each Coupon Reset Date mentioned above, subject

to Coupon Floor Rate (as defined below). In case of any rating downgrade (i.e.

below A-), the Cap Rate (defined below) shall not apply, and the Majority

Debenture Holders shall have the option to indicate the reset price in excess of the

Cap Rate

Coupon Floor Rate Floor – The fixed rate for each period as specified in the row titled ‘Interest Rate’

in this table, shall be the floor rate.

Coupon Cap 400 bps above the applicable Floor Rate

Step Down The coupon shall reduce by 75 basis points for the first notch upgrade and a

further 100 basis points for the second notch upgrade in the credit rating of the

Issuer, from the date of rating upgrade.

Redemption Value At Par

Tenor 36 months from the Deemed Date of Allotment

Put Option Not Applicable

Put Option

Notification Date

Not Applicable

Call Option Each Coupon Reset Date shall be the Call Option Date.

On each Coupon Reset Date the Issuer shall have a call option on the NCDs if the

stipulated coupon rate is not acceptable to the Issuer.

In case the interest rate as determined above is equal to the Floor Rate for the period,

the issuer shall not have any call option rights

Call Option

Notification Date

5 (Five) Days prior to the Coupon Reset Date.

Ranking Each Debenture issued by the Issuer will constitute direct, senior and secured

obligations of the Issuer. The claims of the Debenture Holders shall be akin to the

claims of senior, secured investors / lenders and shall rank pari passu to all senior,

secured indebtedness of the Issuer.

Each of the Debenture Holders shall inter-se rank pari passu in relation to their rights

and benefits in relation to the Debentures, without any preference or privilege.

Registrar &

Transfer Agent

Integrated Registry Management Services Private Limited

Depository NSDL

Issuance mode Dematerialized, Private Placement

Trading mode Dematerialized

Settlement mode RTGS / NEFT

Issue Schedule*

Issue Open Date March 04, 2020

Issue Close Date March 05, 2020

Pay-in Date March 05, 2020

Deemed Date of Allotment March 05, 2020

Listing The NCDs are proposed to be listed on the Bombay Stock Exchange (“BSE”) within

30 calendar days of the Deemed Date of Allotment

Business Days Means a day (other than a Saturday and Sunday or a bank/National holiday) on

which banks are open for general business in Chennai and Bengaluru, India

Business Day

Convention • If any coupon payment date falls on a day that is not a Business day, the

payment shall be made on the immediately succeeding Business day.




39

• If the redemption date of the Debentures falls on a day that is not a Business

day, the redemption proceeds (principal and coupon) shall be paid on the

immediately preceding Business day

• If the Maturity Date (also the last coupon payment date) of the Debentures falls

on a day that is not a Business day, the redemption proceeds and coupon

payment shall be paid on the immediately preceding Business day.

Record Date 15 (Fifteen) Business Days prior to each coupon payment date and redemption date.

End Use The proceeds of the Issuance will be utilized for the following purposes:

• General corporate purposes and business growth requirements

Issue price At Par

Security/Contractual

Comfort

The Issue shall be secured by way of a first ranking exclusive and continuing charge

to be created pursuant to the deed of hypothecation to be executed between the

Issuer and the Trustee ("Deed of Hypothecation") over certain identified

receivables of the Issuer (the "Hypothecated Assets"). A security cover of 110%

the value of the outstanding principal amounts of the Debentures and shall be

maintained at all times until the redemption of the Debentures.

The security will be created and perfected within 30 days from the Deemed Date of

Allotment. Issuer’s failure to create and perfect security shall attract 2% additional

interest and give an option to the NCD holders for early redemption.

The Issuer shall replace such assets constituting the Portfolio that have one or more

instalments of principal, interest, additional interest, fee or any other expected

payments overdue with performing loans within 7 Business Days days from the

occurrence of the overdue.

The Issuer undertakes to provide a list and details on a quarterly basis, of

Hypothecated Receivables client loan (“Hypothecated Asset Report”)

The Issue shall be guaranteed by way of Unconditional and Irrevocable Personal

Guarantee of the Promoters.

Eligibility Criteria for the Hypothecated Receivables:

Each asset provided as security must comply with the portfolio origination criteria

below:

• All applicable "know your customer" requirements prescribed by the RBI

have be complied with;

• Each client loan underlying the receivables forming part of the

Hypothecated Asset must satisfy the Issuer's credit and underwriting

policies, including credit referencing agency checks where commonly

used;


Hypothecated Asset shall be current on the books of the Issuer

• Overdue receivables shall be replaced within 30 calendar days


Hypothecated Asset shall be originated by the Company and not purchased

or acquired from any person


Hypothecated Asset shall be existing at the time of selection and shall not

have been terminated or prepaid


Hypothecated Asset shall be standard and shall not have been restructured

or rescheduled




40

• Total lending exposure of the Issuer to clients in the hypothecated

receivables shall not exceed INR 10 Crores per client

Face value per

Debenture

INR 10,00,000 (Indian Rupees Ten Lakh Only)

Issue Price INR 10,00,000 (Indian Rupees Ten Lakh Only)

Minimum

subscription amount

INR 1,00,00,000 (Indian Rupees One Crore Only)

Maturity Date March 03, 2023

36 months from the Deemed Date of Allotment

Day count basis Actual/Actual

Interest Payment

Frequency

Monthly

Principal

Amortization

Bullet

Default Interest Rate 1. In case of an occurrence of an event of default, additional interest @ 2%

p.a. over the Coupon Rate, on the outstanding principal amount, will be

payable by the Issuer for the defaulting period.

2. Delay in Listing: In case of delay in listing of the debt securities beyond

20 days from the deemed date of allotment, the Company shall pay penal

interest of atleast @ 1 % p.a. over the coupon rate from the expiry of 30

days from the deemed date of allotment till the listing of such debt

securities to the investor.

3. Where an issuer fails to execute the trust deed within the period specified

in the sub-regulation (1)of Regulation 15, without prejudice to any liability

arising on account of violation of the provisions of the Act and these

Regulations, the issuer shall also pay interest of at least two percent per

annum to the debenture holder, over and above the agreed coupon rate, till

the execution of the trust deed”

Delay Penalty In accordance with Securities and Exchange Board of India (Issue and Listing of

Debt Securities) Regulations, 2008

Prepayment No prepayment is permitted

Redemption Amount The sum of the principal outstanding on the Debentures, accrued Coupon, Default

Interest payable (if any)

Interest on

application money

Payable at the coupon rate specified herein subject to the provisions of the

Companies Act, 2013

Transaction

documents

● Private Placement Offer Letter

● Information Memorandum

● Debenture Trust Deed

● Deed of Hypothecation

● Deed of Guarantee

● Board resolutions authorising this issue

● Applicable Shareholder Resolutions under the Companies Act 2013

● Rating Agreement with the Rating Agency(ies) with respect to this

Issuance (Rating agencies - CRISIL/ ICRA/ CARE/ India Ratings)

● Debenture Trustee Agreement

● Post-dated cheques for the amounts of interest and each repayment

instalment as indicated by the Investor / such amounts as indicated by the Investor

● Any others as may be agreed between the parties.

All transaction documents will comply with the requirements prescribed by the RBI

(if applicable), SEBI (if applicable) and under the Companies Act, 2013 for the

issuance of non-convertible debentures.




41

Conditions

Precedent

To be prescribed in the transaction documents. These will include, but not limited

to:

(a) Delivery of corporate approvals from the board of directors and shareholders

of the issuer, if applicable approving the issuance of NCDs and creation of

security.

(b) Execution of the Debenture Trustee Agreement, in a form and manner

satisfactory to the Debenture Trustee shall have taken place;

(c) Execution of Debenture Trust Deed;

(d) The Issuer shall have submitted to the Debenture Trustee the rating letter and

rating rationale

(e) The Issuer shall have submitted to the Debenture Holders / Debenture Trustee,

all required documents for the purpose of satisfying its respective KYC

requirements;

(f) The Issuer shall have submitted to the Debenture Trustee a certified true copy

of the constitutional documents of the Company (the Memorandum and

Articles of Association and the Certificate of Incorporation)

(g) The Issuer shall have submitted to the Debenture Trustee its audited account

statements for the most recent financial year or audited financial half-year

(h) Certificate from practicing chartered accountant confirming that there are no

tax proceedings pending against the Company that would affect the issuance of

no-objection certificate under Section 281 of the Income Tax Act, 1961

(i) Completion of due diligence exercise(s) by the Investor

(j) Receipt of necessary consents / no-objections from the existing shareholders /

lenders of the Company / security providers

(k) Receipt of SBI sanction letter

Others to be identified in the Transaction Documents.

Conditions

Subsequent

To be prescribed in the Transaction Documents. These will include:

1. creating security in the manner and within the timelines provided for in the

Transaction Documents and shall register and perfect the security

(including filing of Form CHG 9 with the relevant registrar of companies

and Form I with CERSAI) by not later than 30 days of the Deemed Date

of Allotment;

2. file a copy of Form PAS-4 of the Companies (Prospectus and Allotment of

Securities) Rules, 2014 in respect of the issue of the Debentures with the

relevant registrar of companies and with SEBI (if required) with the

prescribed fee within 30 days from the date of the private placement offer

letter and file a return of allotment of securities under Form PAS-3 of the

Companies (Prospectus and Allotment of Securities) Rules, 2014 with the

relevant registrar of companies within 30 (thirty) days of the allotment of

Debentures along with a list of the Debenture Holders and with the

prescribed fee; and

3. file a copy of Form PAS-5 of the Companies (Prospectus and Allotment of

Securities) Rules, 2014 in respect of the issue of the Debentures along with

a copy of the private placement offer letter with relevant registrar of

companies and with SEBI (if required) within 30 (thirty) days from the

date of the private placement offer letter.

4. The Issuer shall ensure credit of demat account(s) of the allottee(s) with

the number of NCDs allotted within 4 Business Days from the Deemed

Date of Allotment;

5. Execution of all Transaction documents, except Debenture Trust Deed and

Debenture Trustee Agreement (which are Conditions Precedent), within 5

days of issuance




42

6. Completion of Equity infusion of at least INR 350 Crores within a period

of 20 (twenty) days from the Deemed Date of Allotment

The Issuer shall ensure compliance with SEBI / Companies Act 2013 (as applicable)

for issuance of NCDs

Events of Default As set out in the Debenture Trust Deed.

Reporting

Covenants The Issuer shall submit:

(a) Annual audited financial statement within 180 days of year end.

(b) Unaudited quarterly and year to date financial statements within 45 days of

quarter end.

(c) Annual operating budgets and projections within 45 days of financial year end.

(d) Liquidity and Cash position and borrowing profile of the Company at the end

of every month within 15 days of the end of every month.

(e) MIS report as per the approved format which should include disbursal amount,

AUM, PAR at the end of every month within 15 days of the end of every month.

(f) The Company shall provide a certificate from a practicing-chartered accountant

confirming the security cover on an annual basis and a certificate confirming

the value of secured assets on a quarterly basis.

(g) The Company shall inform the Investor, upon occurrence of events such as

events of default, breach of warranties or covenants set out in the Transaction

Documents, any legal proceeding / notice instituted against / received by the

Company, default in any indebtedness / obligations to any creditors, any

Material Adverse Change (defined below) and such other material events as set

out in the Transaction Documents, within 1 day of the occurrence of such event.

Financial Covenants Including but not limited to:

a) Tier I CAR shall be maintained at a minimum level of 15%

b) The sum of PAR 90 and writeoffs shall not exceed 4.0% of the Assets

under Management of the Issuer

c) The ratio of Financial Indebtedness to Tangible Net Worth shall not exceed

4x.

Early Redemption Any Debenture Holder may require early redemption of the Debentures held by

them upon the occurrence of any of the following events:

a) Downgrade in credit rating of the Issuer below BBB+

Upon the receipt of early redemption notice, the Issuer shall be required to redeem

the relevant Debentures within 30 (Thirty) calendar days of the notice.

Other Covenants Including but not limited to:

(a) No change in line of business outside financial services without prior

consent of Majority Debenture Holders

(b) No change of Management Control (defined as the Promoters retaining the

position of Managing Directors of the Company) without prior consent of Majority

Debenture Holders

(c) No sale of stake by the Promoters beyond 1% without prior consent of

Majority Debenture Holders

(d) The Issuer shall not enter into any amalgamation, demerger, merger,

scheme of arrangement or reconstruction without the prior consent of the Majority

Debenture Holders.

(e) The Issuer shall not, without the prior written consent of Debenture

Holders, amend or modify any of its constitutional documents.




43

(f) Restrictions on entering into any financial obligation of a long-term nature

adversely affecting the Issuer’s financials, except those in the regular course of

business

(g) Issuer shall comply with all the RBI Guidelines applicable to NBFC issued

from time to time

For the purpose of this aforesaid clause, the following definitions may be relied

upon:

Management Control may be defined as the promoters continuing to hold executive

roles in the Company and maintaining shareholding.

Representations &

Warranties As set out in the Debenture Trust Deed.

Indemnification The Issuer will indemnify and hold harmless the Debenture Holder from and against

any claim, liability, demand, loss, damage, judgment or other obligation or right of

action which may arise as a result of breach of Transaction Documents by the Issuer.

Confidentiality The terms and conditions described in Transaction Documents including its

existence, shall be confidential information and shall not be disclosed to any third

party except to each Party’s advisors and counsel. Provided however that if any of

the Parties is required by law to disclose information regarding the Transaction

Documents or to file relevant Transaction Documents with any regulatory body, it

shall, at a reasonable time after making any such disclosure or filing, informing the

other Parties.

Governing Law &

Jurisdiction The Transaction Documents shall be governed in accordance with Indian Law.

Courts at Bengaluru alone shall have the exclusive jurisdiction to entertain and try

any disputes arising thereof.

The Transaction Documents shall be governed by Indian law. Any disputes shall be

referred to arbitration under SIAC Rules, with venue in Bengaluru, without

prejudice to any debenture holder’s rights under IBC, DRT, SARFAESI or other

applicable laws.

Transaction Costs The Issuer shall bear all transaction related costs incurred by the Debenture Holders

with respect to legal counsel, valuers and auditors/consultants. Such costs include:

1. Trustee fees

2. Rating fees

3. Legal fees

4. Any other reasonable transaction related expense incurred by the

Debenture Holders

5. Stamping and registration in relation to all Transaction Documents.

6. The charges / fees and any amounts payable under this Debentures by

the Issuer as mentioned herein do not include any applicable taxes,

levies including service tax etc. and all such impositions shall be borne

by the Issuer additionally.

Role and

Responsibilities of

Debenture Trustee

As defined in the Transaction Documents

Taxes and Gross Up All payments by the Issuer under the Transaction Documentation shall be made free

and clear of all present and future taxes, levies, imposts, charges, deductions and

withholdings of whatsoever nature.

SECTION 6: TRANSACTION DOCUMENTS AND KEY TERMS




44

6.1 Transaction Documents

The following documents shall be executed in relation to the Issue (“Transaction Documents”):

(a) Debenture Trustee Agreement, which will confirm the appointment of Catalyst Trusteeship

Limited (Formerly GDA Trusteeship Limited) as the Debenture Trustee (“Debenture Trustee

Agreement”);

(b) Debenture Trust deed, which will set out the terms upon which the Debentures are being issued

and shall include the representations and warranties and the covenants to be provided by the

Issuer (“Debenture Trust Deed” or “DTD”)

(c) Deed of Hypothecation whereby the Issuer will create an exclusive and first ranking charge by

way of hypothecation over identified receivables in favour of the Debenture Trustee to secure

its obligations in respect of the Debenture (“Deed of Hypothecation” or “DOH”)

(d) Private Placement Offer Letter and Debt Disclosure Document, containing relevant

information and disclosures required for the purpose of issuing the Debentures

(e) Deed of Guarantee, whereby the Promoters provide unconditional and irrevocable guarantee

to the Issuance

(f) Applicable Corporate Authorizations authorizing the Issue (Shareholder Resolutions under

Companies Act 2013 and Board Resolutions authorizing the Issue)

(g) Rating Letter by an approved Credit Rating Agency confirming the rating of the issuance

(h) Post Dated Cheques for the amounts of interest and each repayment instalment as indicated by

the Debenture Holder / such amounts as indicated by the Debenture Holder

(i) Such other documents as agreed between the Issuer and the Debenture Trustee.

6.2 Representations and Warranties of the Issuer

The representations and warranties of the Issuer shall be as provided for in the Debenture Trust

Deed.

6.3 Covenants of the Issuer

The covenants of the Issuer shall be as per the Term Sheet and as provided for in greater detail

in the Debenture Trust Deed.

6.4 Events of Default

The Events of Default shall be as per the Term Sheet and as provided for in greater detail in in

the Debenture Trust Deed.

6.5 Notice on the Occurrence of an Event of Default

If any Event of Default or any event which, after the notice, or lapse of time, or both, would

constitute an Event of Default, has occurred, the Company shall, forthwith give notice thereof

to the Debenture Holders and the Debenture Trustee in writing specifying the nature of such




45

event or Event of Default (as applicable).

6.6 Consequences Of Events Of Default

Upon the happening of an Event of Default, the Debenture Trustee shall be entitled to exercise the remedies in

accordance with the terms contained in the Transaction Documents.




46

SECTION 7: DISCLOSURES PERTAINING TO WILFUL DEFAULT

In case of listing of debt securities made on private placement, the following disclosures are required

to be made vide SEBI (Issue and Listing of Debt Securities) (Amendment) Regulations, 2016 w.e.f. 25-

05-16:

(A) Name of the Bank declaring the entity as a Wilful Defaulter: N.A

(B) The year in which the entity is declared as a Wilful Defaulter: N.A

(C) Outstanding amount when the entity is declared as a Wilful Defaulter: N.A

(D) Name of the entity declared as a Wilful Defaulter: N.A

(E) Steps taken, if any, for the removal from the list of wilful defaulters: N.A

(F) Other disclosures, as deemed fit by the Issuer in order to enable investors to take

informed decisions: N.A

(G) Any other disclosure as specified by the Board: N.A

SECTION 8: OTHER INFORMATION AND APPLICATIONPROCESS

The Debentures being offered as part of the Issue are subject to the provisions of the Act, the

Memorandum and Articles of Association of the Issuer, the terms of this Information Memorandum,

Application Form and other terms and conditions as may be incorporated in the Transaction

Documents.

8.1 Mode of Transfer/Transmission of Debentures

The Debentures shall be transferable freely; however, it is clarified that no Investor shall be entitled to

transfer the Debentures to a person who is not entitled to subscribe to the Debentures. The Debenture(s)

shall be transferred and/or transmitted in accordance with the applicable provisions of the Act and other

applicable laws. The Debentures held in dematerialized form shall be transferred subject to and in

accordance with the rules/procedures as prescribed by NSDL/CDSL and the relevant DPs of the

transferor or transferee and any other applicable laws and rules notified in respect thereof. The

transferee(s) should ensure that the transfer formalities are completed prior to the Record Date. In the

absence of the same, amounts due will be paid/redemption will be made to the person, whose name

appears in the register of debenture holders maintained by the R&T Agent as on the Record Date, under

all circumstances. In cases where the transfer formalities have not been completed by the transferor,

claims, if any, by the transferees would need to be settled with the transferor(s) and not with the Issuer.

The normal procedure followed for transfer of securities held in dematerialized form shall be followed

for transfer of these Debentures held in dematerialised form. The seller should give delivery

instructions containing details of the buyer’s DP account to his DP.

8.2 Debentures held in Dematerialised Form

The Debentures shall be held in dematerialised form and no action is required on the part of the

Debenture Holder(s) for redemption purposes and the redemption proceeds will be paid by

cheque/EFT/RTGS to those Debenture Holder(s) whose names appear on the list of beneficiaries




47

maintained by the R&T Agent. The names would be as per the R&T Agent’s records on the Record

Date fixed for the purpose of redemption. All such Debentures will be simultaneously redeemed

through appropriate debit corporate action.

The list of beneficiaries as of the relevant Record Date setting out the relevant beneficiaries’ name and

account number, address, bank details and DP’s identification number will be given by the R&T Agent

to the Issuer. If permitted, the Issuer may transfer payments required to be made in any relation by

EFT/RTGS to the bank account of the Debenture Holder(s) for redemption payments.

8.3 Trustee for the Debenture Holder(s)

The Issuer has appointed Catalyst Trusteeship Limited (Formerly GDA Trusteeship Limited

) to act as trustee for the Debenture Holder(s). The Issuer and the Debenture Trustee intends to

enter/have entered into the Debenture Trustee Agreement and the DTD 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) in regard to the repayment of principal and coupon thereon and they will take necessary

action, subject to and in accordance with the Debenture Trustee Agreement and the DTD, at the cost

of the Issuer. No Debenture Holder shall be entitled to proceed directly against the Issuer unless the

Debenture Trustee, having become so bound to proceed, fails to do so. The Debenture Trustee

Agreement and the DTD shall more specifically set out the rights and remedies of the Debenture

Holder(s) and the manner of enforcement thereof.

8.4 Sharing of Information

The Issuer may, at its option, but subject to applicable laws, use on its own, as well as exchange, share

or part with any financial or other information about the Debenture Holder(s) available with the Issuer,

with its subsidiaries and affiliates and other banks, financial institutions, credit bureaus, agencies,

statutory bodies, as may be required and neither the Issuer nor its subsidiaries and affiliates nor their

agents shall be liable for use of the aforesaid information.

8.5 Debenture Holder not a Shareholder

The Debenture Holder(s) shall not be entitled to any right and privileges of shareholders other than

those available to them under the Act. 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.

8.6 Modification of Debentures

The rights, privileges, terms and conditions attached to the Debentures may be varied, modified or

abrogated with 100% (One Hundred percent) of Debenture Holder approving such modification by

way of a unanimous resolution. PROVIDED THAT nothing in such consent or resolution shall be

operative against the Company where such consent or resolution modifies or varies the terms and

conditions governing the Debentures and the same are not acceptable to the Company.

The provisions of the DTD shall not be modified or amended without the written consent of the

Debenture Trustee provided that the Debenture Trustee shall consent to a modification or an

amendment only if such modification or amendment is approved by a consent in writing of the Majority




48

Debenture Holder(s) for the time being outstanding, or by a Majority Resolution duly passed at a

meeting of the Debenture Holder(s) convened in accordance with the provisions set out in Schedule II

of the DTD. The Debenture Trustee shall give effect to such modification or amendment by executing

necessary deed(s) supplemental to the DTD.

8.7 Force Majeure

The Issuer reserves the right to withdraw the issue prior to the Issue Closing Date in the event of any

unforeseen development adversely affecting the economic and regulatory environment.

8.8 Right to accept or reject Applications

The Board of Directors/Committee of Directors reserves its full, unqualified and absolute right to

accept or reject any application for subscription to the Debentures, in part or in full, without assigning

any reason thereof.

8.9 Notices

Any notice may be served by the Issuer/ Debenture Trustee upon the Debenture Holder through

registered post, electronic mail, recognized overnight courier service, hand delivery or by facsimile

transmission addressed to such Debenture Holder at its/his registered address or facsimile number.

All notice(s) to be given by the Debenture Holder to the Issuer/ Debenture Trustee shall be sent by

registered post, electronic mail, recognized overnight courier service, hand delivery or by facsimile

transmission to the Issuer or to such persons at such address/ facsimile number as may be notified by

the Issuer from time to time through suitable communication. All correspondence regarding the

Debentures should be marked “Private Placement of Debentures”.

Notice(s) shall be deemed to be effective (a)in the case of registered mail, 3 (three) calendar days after

posting; (b)in the case of electronic mail, at the time of sending; (c) 1 (One) Business Day after delivery

by recognized overnight courier service, if sent for next Business Day delivery; (d) in the case of

facsimile at the time when dispatched with a report confirming proper transmission; or (e) in the case

of personal delivery, at the time of delivery.

8.10 Issue Procedure

Only Eligible Investors as given hereunder and identified upfront by the Issuer may apply for the

Debentures by completing the Application Form in the prescribed format in block letters in English as

per the instructions contained therein. The minimum number of Debentures that can be applied for and

the multiples thereof shall be set out in the Application Form. No application can be made for a fraction

of a Debenture. Application Forms should be duly completed in all respects and applications not

completed in the said manner are liable to be rejected. The name of the applicant’s bank, type of account

and account number must be duly completed by the applicant. This is required for the applicant’s own

safety and these details will be printed on the refund orders and /or redemptions warrants.

The applicant should transfer payments required to be made in any relation by EFT/RTGS, to the bank

account of the Issuer as per the details mentioned in the Application Form.

8.11 Application Procedure

Eligible investors will be invited to subscribe by way of the Application Form prescribed in the

Information Memorandum during the period between the Issue Opening Date and the Issue Closing

Date (both dates inclusive). The Issuer reserves the right to change the issue schedule including the

Deemed Date of Allotment at its sole discretion, without giving any reasons or prior notice. The Issue




49

will be open for subscription during the banking hours on each day during the period covered by the

Issue Schedule.

8.12 Fictitious Applications

All fictitious applications will be rejected.

8.13 Basis of Allotment

Notwithstanding anything stated elsewhere, Issuer reserves the right to accept or reject any application,

in part or in full, without assigning any reason. Subject to the aforesaid, in case of over subscription,

priority will be given to Investors on a first come first serve basis. The investor will be required to remit

the funds as well as submit the duly completed Application Form along with other necessary documents

to Issuer by the Deemed Date of Allotment.

8.14 Payment Instructions

The Application Form should be submitted directly. The entire amount of Rs. 10,00,000/- (Rupees Ten

lakh Only) per Debenture is payable along with the making of an application. Applicants can remit the

application amount through RTGS/NEFT on Pay-in Date. The RTGS/NEFT details of the Issuer are as

under:

Beneficiary Name : VIVRITI CAPITAL PRIVATE LIMITED

Bank Account No. : 000105030855

IFSC Code : ICIC0000001

Bank Name : The ICICI Bank Limited

Branch Address : No.1, Cenotaph Road, Chennai,

Tamil Nadu, India , 600018.

8.15 Eligible Investors

The following categories of investors, when specifically approached, are eligible to apply for this

private placement of Debentures subject to fulfilling their respective investment norms/rules and

compliance with laws applicable to them by submitting all the relevant documents along with the

Application Form (“Eligible Investors”):

(a) Mutual Funds

(b) Non-banking financial companies

(c) Provident Funds and Pension Funds

(d) Body Corporates/companies

(e) Banks

(f) Foreign Institutional Investors (FIIs)

(g) Foreign Portfolio Investors (FPIs)

(h) Qualified Foreign Investors (QFIs)

(i) Insurance Companies

(j) Investment holding companies of high net worth individuals

(k) Any other person () eligible to invest in the Debentures

(l) Individuals

All Investors are required to comply with the relevant regulations/guidelines applicable to them for

investing in this issue of Debentures.

Note: Participation by potential investors in the issue may be subject to statutory and/or regulatory

requirements applicable to them in connection with subscription to Indian securities by such categories




50

of persons or entities. Applicants are advised to ensure that they comply with all regulatory

requirements applicable to them, including exchange controls and other requirements. Applicants ought

to seek independent legal and regulatory advice in relation to the laws applicable to them.

8.16 Procedure for Applying for Dematerialised Facility

(a) The applicant must have at least one beneficiary account with any of the DP’s of NSDL/CDSL

prior to making the application.

(b) The applicant must necessarily fill in the details (including the beneficiary account number and

DP - ID) appearing in the Application Form under the heading “Details for Issue of Debentures

in Electronic/Dematerialised Form”.

(c) Debentures allotted to an applicant will be credited to the applicant’s respective beneficiary

account(s) with the DP.

(d) For subscribing to the Debentures, names in the Application Form should be identical to those

appearing in the details in the Depository. In case of joint holders, the names should necessarily

be in the same sequence as they appear in the account details maintained with the DP.

(e) Non-transferable allotment advice/refund orders will be directly sent to the applicant by the

Registrar and Transfer Agent to the Issue.

(f) If incomplete/incorrect details are given under the heading “Details for Issue of Debentures in

Electronic/Dematerialised Form” in the Application Form, it will be deemed to be an

incomplete application and the same may be held liable for rejection at the sole discretion of

the Issuer.

(g) For allotment of Debentures, the address, nomination details and other details of the applicant

as registered with his/her DP shall be used for all correspondence with the applicant. The

applicant is therefore responsible for the correctness of his/her demographic details given in

the Application Form vis-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) The redemption amount or other benefits would be paid to those Debenture Holders whose

names appear on the list of beneficial owners maintained by the R&T Agent as on the Record

Date. In case of those Debentures for which the beneficial owner is not identified in the records

of the R&T Agent as on the Record Date, the Issuer would keep in abeyance the payment of

the redemption amount or other benefits, until such time that the beneficial owner is identified

by the R&T Agent and conveyed to the Issuer, whereupon the redemption amount and benefits

will be paid to the beneficiaries, as identified.

8.17 Depository Arrangements

The Issuer shall make necessary arrangement with NSDL for issue and holding of Debentures in

dematerialised form.

8.18 List of Beneficiaries

The Issuer shall request the R&T Agent to provide a list of beneficiaries as at the end of each Record

Date. This shall be the list, which will be used for payment or repayment of redemption monies.

8.19 Application under Power of Attorney




51

A certified true copy of the power of attorney or the relevant authority as the case may be along with

the names and specimen signature(s) of all the authorized signatories of the Investor and the tax

exemption certificate/document of the Investor, if any, must be lodged along with the submission of

the completed Application Form. Further modifications/additions in the power of attorney or authority

should be notified to the Issuer or to its agents or to such other person(s) at such other address(es) as

may be specified by the Issuer from time to time through a suitable communication.

In case of an application made by companies under a power of attorney or resolution or authority, a

certified true copy thereof along with memorandum and articles of association and/or bye-laws along

with other constitutional documents must be attached to the Application Form at the time of making

the application, failing which, the Issuer reserves the full, unqualified and absolute right to accept or

reject any application in whole or in part and in either case without assigning any reason thereto. Names

and specimen signatures of all the authorized signatories must also be lodged along with the submission

of the completed Application Form.

8.20 Procedure for application by Mutual Funds and Multiple Applications

In case of applications by mutual funds and venture capital funds, a separate application must be made

in respect of each scheme of an Indian mutual fund/venture capital fund registered with the SEBI and

such applications will not be treated as multiple application, provided that the application made by the

asset management company/trustee/custodian clearly indicated their intention as to the scheme for

which the application has been made.

The application forms duly filled shall clearly indicate the name of the concerned scheme for which

application is being made and must be accompanied by certified true copies of

(a) SEBI registration certificate

(b) Resolution authorizing investment and containing operating instructions

(c) Specimen signature of authorized signatories

8.21 Documents to be provided by potential Investors

Potential Investor need to submit the following documents, as applicable

(a) Memorandum and Articles of Association or other constitutional documents

(b) Resolution authorising investment

(c) Power of Attorney to custodian

(d) Specimen signatures of the authorised signatories

(e) SEBI registration certificate along with the document/confirmation as mentioned in point 8.20

of Section 8 of this Disclosure Document (for Mutual Funds)

(f) Copy of PAN card

(g) Application Form (including EFT/ RTGS details)

8.22 Applications to be accompanied with Bank Account Details

Every application shall be required to be accompanied by the bank account details of the applicant and

the magnetic ink character reader code of the bank for the purpose of availing direct credit of

redemption amount and all other amounts payable to the Debenture Holder(s) through EFT/RTGS.

8.23 Succession

In the event of winding-up of the holder of the Debenture(s), the Issuer will recognize the liquidator of

the concerned Debenture Holder(s), or such other legal representative of the Debenture Holder(s) as

having title to the Debenture(s).




52

The Issuer may, in its absolute discretion, where it thinks fit, dispense with production of such other

legal representation, in order to recognize such holder as being entitled to the Debenture(s) standing in

the name of the concerned Debenture Holder on production of sufficient documentary proof and/or an

indemnity.

8.24 Mode of Payment

All payments must be made through cheques, demand drafts, EFT/RTGS as set out in the Application

Form.

8.25 Effect of Holidays

If any Due Date falls on a day which is not a Business Day, the payment to be made on such Due Date

shall be made on the immediately succeeding Business Day, except if such Due Date is for the

Redemption Amount, in which case the payment to be made on such Due Date shall be made on the

immediately preceding Business Day.

8.26 Tax Deduction at Source

Tax as applicable under the Income Tax Act, 1961, or any other statutory modification or re-enactment

thereof will be deducted at source. For seeking TDS exemption/lower rate of TDS, relevant

certificate/document must be lodged by the debenture holders at the office of the Registrar &Transfer

Agents of the Company at least 15 (Fifteen) days before the relevant payment becoming due. Tax

exemption certificate / declaration of non-deduction of tax at source on interest on application money,

should be submitted along with the Application Form. Interest will be paid to the Debenture Holder

subject to deduction of tax deducted at source at the rate prescribed from time to time under the Income

Tax Act, 1961 or any statutory modification or re-enactment thereof for the time-being in force.

If the applicable rate of tax deducted at source is modified and results in a reduction of the net interest

received by the Debenture Holder, the Company must give written notice to the Debenture Holder

(with a copy to the Debenture Trustee) as soon as it becomes aware of such change.

8.27 Letters of Allotment

The letter of allotment, indicating allotment of the Debentures in dematerialised form, will be credited

in dematerialised form within 2 (Two) Business Days from the Deemed Date of Allotment.

8.28 Deemed Date of Allotment

All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of

Allotment. The Deemed Date of Allotment for the Issue is March 5, 2020 by which date the Investors

would be intimated of allotment.

8.29 Record Date

The Record Date will be 15 (fifteen) calendar days prior to due date for payment of interest /principal.

8.30 Refunds

Where the entire subscription amount has been refunded, the interest on Application Money will be

paid along with the refunded amount. Where an Applicant is allotted a lesser number of Debentures

than applied for, the excess amount paid on application will be refunded to the Applicant and the

cheque/ draft towards interest on the refunded money will be dispatched by registered post, courier or




53

by way of RTGS/NEFT/direct credit. Details of allotment will be sent to every successful Applicant.

In all cases, the interest instruments will be sent, at the sole risk of the Applicant. 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 moneys to the extent of such

excess, if any.

For applicants whose applications have been rejected or allotted in part, refund orders will be

dispatched within 7 (seven) days from the Deemed Date of Allotment of the Debentures.

In case the Issuer has received money from applicants for Debentures in excess of the aggregate of the

application money relating to the Debentures in respect of which allotments have been made, the R&T

Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the

extent of such excess, if any.

8.31 Interest on Application Money

This issue does not contemplate any interest on application money till allotment of Debentures.

8.32 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.

8.33 Payment on Redemption

Payment on redemption will be made in accordance with the instructions of the Debenture Holder(s)

by way of electronic funds transfer through RTGS system/funds transfer in the name of the Debenture

Holder(s) whose names appear on the list of beneficial owners given by the Depository to the Issuer as

on the Record Date.

The Debentures shall be taken as discharged on payment of the redemption amount by the Issuer on

maturity to the registered Debenture Holder(s) whose name appears in the Register of Debenture

Holder(s) on the Record Date. On such payment being made, the Issuer will inform NSDL/CDSL and

accordingly the account of the Debenture Holder(s) with NSDL/CDSL will be adjusted.

On the Issuer dispatching the amount as specified above in respect of the Debentures, the liability of

the Issuer shall stand extinguished.

Disclaimer: Please note that only those persons to whom this Information Memorandum has

been specifically addressed are eligible to apply. However, an application, even if complete in all

respects, is liable to be rejected without assigning any reason for the same. The list of documents

provided above is only indicative, and an investor is required to provide all that documents /

authorizations / information, which are likely to be required by the Issuer. The Issuer may but

is not bound to revert to any investor for any additional documents / information, and can accept

or reject an application as it deems fit. Investment by investors falling in the categories mentioned

above are merely indicative and the Issuer does not warrant that they are permitted to invest as

per extant laws, regulations, etc. Each of the above categories of investors is required to check

and comply with extant rules/regulations/ guidelines, etc. governing or regulating their

investments as applicable to them and the Issuer is not, in any way, directly or indirectly,

responsible for any statutory or regulatory breaches by any investor, neither is the Issuer

required to check or confirm the same.

Information Memorandum private & ConfidentialDate: March 04,2020 For private Circulation Only


SECTION 9: DECLARATION

The Issuer declares that all the relevant provisions in the regulations/guidelines issued by SEBI andother applicable laws have been complied with and no statement made in this InformationMemorandum is contrary to thc provisions of thc regulations/guidelines issued by SEBI ancl otherapplicable laws, as the case may be. The information contained in this Information Memorandum is asapplicable to privately placed debt securities and subject to information available with the Issuer. Theexteht of disclosures made in the Information Memorandum is consistent with disclosures permittedby regulatory authorities to the issue of securities made by the companies in the past.

For Viwiti Capital Private Limited

ForVivriti Capital Private Limited

\^^'n'- Un*'/-'^^-. Authorised Signatory

Authorised SignatoryName: Vamshi VasudevanTitle: Head Risk and Vice PresidentDate:March 04,2020

54




55

ANNEXURE I: OFFER SCHEDULE

AS PER CLAUSE 5.22 ISSUE DETAILS

Date of Offer Letter 04 March 2020

Date of Information Memorandum 04 March 2020

Offer Open Date 04 March 2020

Offer Closing Date 05 March 2020

Pay-in Date 05 March 2020

Deemed Date of Allotment 05 March 2020




56

ANNEXURE II: RATING LETTER & RATING RATIONALE




57

ANNEXURE III: CONSENT LETTER FROM THE DEBENTURE TRUSTEE




58

ANNEXURE IV: APPLICATION FORM

VIVRITI CAPITAL PRIVATE LIMITED

A private limited company incorporated under the Companies Act, 2013

Date of Incorporation: 22 June 2017

Registered Office: 12th Floor, Prestige Polygon, Teynampet, Chennai - 600035

Website: www.vivriticapital.com

DEBENTURE SERIES APPLICATION FORM SERIAL NO.

ISSUE OF 250 (TWO HUNDRED AND FIFTY ONLY) RATED, LISTED, SENIOR,

SECURED, DEMATERIALISED, REDEEMABLE, TAXABLE, NON-CONVERTIBLE

DEBENTURES OF FACE VALUE OF RS. 10,00,000/- (INDIAN RUPEES TEN LAKH) EACH,

AGGREGATING UP TO RS. 25,00,00,000/- (INDIAN RUPEES Twenty Five CRORE ONLY)

ISSUED ON A FULLY PAID BASIS AND ON A PRIVATE PLACEMENT BASIS (THE

“ISSUE”) AS PART OF THE PROPOSED ISSUE OF 250 (TWO HUNDRED and FIFTY

ONLY) RATED, LISTED, SENIOR, SECURED, DEMATERIALISED, REDEEMABLE,

TAXABLE, NON-CONVERTIBLE DEBENTURES OF FACE VALUE OF RS. 10,00,000/-

(INDIAN RUPEES TEN LAKH) EACH, AGGREGATING UP TO RS. 25,00,00,000/- (INDIAN

RUPEES Twenty Five CRORE ONLY).

RS.…………………/- (RUPEES ……………………….. (RUPEES ………………), FULLY PAID

UP FOR CASH AT PAR TO THE FACE VALUE

DEBENTURE SERIES APPLIED FOR:

Number of Debentures…………….In words ………………………….

Amount Rs.

DETAILS OF PAYMENT:

RTGS/NEFT

No. _____________ Drawn on_____________________________________________

Funds transferred to Vivriti Capital Private Limited

Dated ____________

Total Amount Enclosed

(In Figures) _____________ (In words) ______________________________________

APPLICANT’S NAME IN FULL (CAPITALS) SPECIMEN SIGNATURE

APPLICANT’S ADDRESS

http://www.vivriticapital.com/




59

ADDRESS

STREET

CITY

PIN PHONE FAX

APPLICANT’S PAN/GIR NO.

IT CIRCLE/WARD/DISTRICT ____

WE ARE ( ) COMPANY ( ) OTHERS ( ) PLEASE SPECIFY

We have read and understood the Terms and Conditions of the issue of Debentures including the Risk

Factors described in the Memorandum and have considered these in making our decision to apply. We

bind ourselves to these Terms and Conditions and wish to apply for allotment of these Debentures. We

request you to please place our name(s) on the Register of Holders.

Name of the Authorised

Signatory(ies)

Designation Signature

Applicant’s

Signature

We the undersigned, are agreeable to holding the Debentures of the Company in dematerialised form.

Details of my/our Beneficial Owner Account are given below:

DEPOSITORY NSDL () CDSL ( )

DEPOSITORY PARTICIPANT NAME

DP-ID

BENEFICIARY ACCOUNT NUMBER

NAME OF THE APPLICANT(S)

Applicant Bank Account :

(Settlement by way of Cheque / Demand Draft

/ Pay Order / Direct Credit / ECS /

NEFT/RTGS/other permitted mechanisms)

Beneficiary Bank Name:

Account No:

IFSC Code:

Branch:

FOR OFFICE USE ONLY

DATE OF RECEIPT ________________ DATE OF CLEARANCE ________________

(Note: Cheque and Drafts are subject to realisation)




60

We understand and confirm that the information provided in the Information Memorandum is provided

by the Issuer and the same has not been verified by any legal advisors to the Issuer, and other

intermediaries and their agents and advisors associated with this Issue. We confirm that we have for

the purpose of investing in these Debentures carried out our own due diligence and made our own

decisions with respect to investment in these Debentures and have not relied on any representations

made by anyone other than the Issuer, if any.

We understand that: i) in case of allotment of Debentures to us, our Beneficiary Account as mentioned

above would get credited to the extent of allotted Debentures, ii) the Applicant must ensure that the

sequence of names as mentioned in the Application Form matches the sequence of name held with our

Depository Participant, iii) if the names of the Applicant in this application are not identical and also

not in the same order as the Beneficiary Account details with the above mentioned Depository

Participant or if the Debentures cannot be credited to our Beneficiary Account for any reason

whatsoever, the Company shall be entitled at its sole discretion to reject the application or issue the

Debentures in physical form.

We understand that we are assuming on our own account, all risk of loss that may occur or be suffered

by us including as to the returns on and/or the sale value of the Debentures. We undertake that upon

sale or transfer to subsequent investor or transferee (“Transferee”), we shall convey all the terms and

conditions contained herein and in this Information Memorandum to such Transferee.

Applicant’s

Signature

FOR OFFICE USE ONLY

DATE OF RECEIPT ______________________ DATE OF CLEARANCE _________________

(Note : Cheque and Drafts are subject to realisation)

-------------------------------------------------(TEAR HERE)--------------------------------------------

- ACKNOWLEDGMENT SLIP

(To be filled in by Applicant)SERIAL NO.

Received from _______________________________________________

Address________________________________________________________________

______________________________________________________________________

Cheque/Draft/UTR # ______________ Drawn on _______________________________ for

Rs. _____________ on account of application of _____________________ Debenture




61

ANNEXURE V: LAST AUDITED FINANCIAL STATEMENTS




62




63




64

ANNEXURE VI: ILLUSTRATION OF CASH FLOWS

Date Principal Interest Cash Flow Cash Flow

03-Apr-20 20,04,178 20,04,178.08

04-May-20 21,42,397 21,42,397.26

03-Jun-20 20,73,288 20,73,287.67

03-Jul-20 20,73,288 20,73,287.67

03-Aug-20 21,42,397 21,42,397.26

03-Sep-20 21,42,397 21,42,397.26

05-Oct-20 22,11,507 22,11,506.85

03-Nov-20 20,04,178 20,04,178.08

03-Dec-20 20,73,288 20,73,287.67

04-Jan-21 22,11,507 22,11,506.85

03-Feb-21 20,73,288 20,73,287.67

03-Mar-21 19,35,068 19,35,068.49

05-Apr-21 22,80,616 22,80,616.44

03-May-21 25,62,842 25,62,841.53

03-Jun-21 28,37,432 28,37,431.69

05-Jul-21 29,28,962 29,28,961.75

03-Aug-21 26,54,372 26,54,371.58

03-Sep-21 28,37,432 28,37,431.69

04-Oct-21 28,37,432 28,37,431.69

03-Nov-21 27,66,393 27,66,393.44

03-Dec-21 27,66,393 27,66,393.44

03-Jan-22 28,58,607 28,58,606.56

03-Feb-22 28,58,607 28,58,606.56

03-Mar-22 25,81,967 25,81,967.21

04-Apr-22 29,50,820 29,50,819.67

03-May-22 27,41,096 27,41,095.89

03-Jun-22 29,30,137 29,30,136.99

04-Jul-22 29,30,137 29,30,136.99

03-Aug-22 28,35,616 28,35,616.44

05-Sep-22 31,19,178 31,19,178.08

03-Oct-22 26,46,575 26,46,575.34

03-Nov-22 30,78,767 30,78,767.12

05-Dec-22 31,78,082 31,78,082.19

03-Jan-23 28,80,137 28,80,136.99

03-Feb-23 30,78,767 30,78,767.12

03-Mar-23 25,00,00,000.00 27,80,822 25,27,80,821.92