applicant's undertaking...9. additional undertaking, in case of asba applicants: 1) i/we hereby...

I/We hereby agree and confirm that:1. I/We have read, understood and agreed to the contents and terms and conditions of the Prospectus dated September 04, 2018 of INDIABULLS COMMERCIAL CREDIT LIMITED (“Prospectus”).2. I/We hereby apply for allotment of the NCDs to me/us and the amount payable on application is remitted herewith.3. I/We hereby agree to accept the NCDs applied for or such lesser number as may be allotted to me/us in accordance with the contents of the Prospectus subject to applicable statutory and/or

regulatory requirements.4. I/We irrevocably give my/our authority and consent to AXIS TRUSTEE SERVICES LIMITED (the "Debenture Trustee") to act as my/our trustees and for doing such acts as are necessary to carry

out their duties in such capacity.5. I am/We are Indian National(s) resident in India and I am/ we are not applying for the said NCDs as nominee(s) of any person resident outside India and/or Foreign National(s).6. The application made by me/us does not exceed the investment limit on the maximum number of NCDs which may be held by me/us under applicable statutory and/or regulatory requirements.7. In making my/our investment decision I/We have relied on my/our own examination of the Company and the terms of the issue, including the merits and risks involved and my/our decision to

make this application is solely based on disclosures contained in the Prospectus.8. I/We have obtained the necessary statutory and/or regulatory permissions/approvals for applying for, subscribing to, and seeking allotment of the NCDs applied for.9. Additional Undertaking, in case of ASBA Applicants:

1) I/We hereby undertake that I/We am/are an ASBA Applicant(s) as per applicable provisions of the SEBI Regulations; 2) In accordance with ASBA process provided in the SEBI Regulationsand disclosed in the Prospectus, I/We authorize (a) the Lead Manager(s)/Consortium Member/Sub Consortium Members/Lead Brokers and Trading Members (in Specified cities only) or theSCSBs, as the case may be, to do all acts as are necessary to make the Application in the Issue, including uploading my/our application, blocking or unblocking of funds in the bank accountmaintained with the SCSB as specified in the Application Form, transfer of funds to the Public Issue Account on receipt of instruction from the Lead Manager(s), Registrar to the Issue, afterfinalization of Basis of Allotment; and (b) the Registrar to the Issue to issue instruction to the SCSBs to unblock the funds in the specified bank account upon finalization of the Basis ofAllotment. 3) In case the amount available in the specified Bank Account is insufficient as per the Application, the SCSB shall reject the Application.

10. I/We confirm that I/ We shall be allocated and allotted Option V NCDs wherein I/ We have not indicated the choice of relevant NCD Series.

APPLICANT'S UNDERTAKING

INDIABULLS COMMERCIAL CREDIT LIMITED2

TEAR HERE• In case of queries related to allotment/ credit of Allotted NCD/Refund, the

Applicants should contact Registrar to the Issue.• In case of ASBA Application submitted to the SCSBs, the Applicants should

contact the relevant SCSB.• In case of queries related to upload of ASBA Aapplications submitted to the

Lead Managers/Consortium Member/Sub Consortium Members/Sub Brokers/Trading Members Applicants should contact the relevant Lead Managers/Consortium Member/Sub Consortium Members/Sub Brokers/Trading Members.

• The grievance arising out of Applications for NCDs made through TradingMembers may be addressed directly to Stock Exchanges

• Acknowledgement is subject to realisation of Cheque/DD/Availability of Fundsin the ASBA account.

COMPANY CONTACT DETAILS REGISTRAR CONTACT DETAILS

Investor Categories Sub CategoryCode

Category I - Institutional InvestorsPublic financial institutions, scheduled commercial banks, Indian multilateral and 10bilateral development financial institution which are authorized to invest in the NCDsProvident funds, pension funds with a minimum corpus of ` 250 million, 11superannuation funds and gratuity funds, which are authorized to invest in the NCDsAlternative Investment Funds, subject to investment conditions applicable to them under 12the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012Mutual Funds registered with SEBI 13Venture Capital Funds registered with SEBI 14Insurance Companies registered with IRDA 15State industrial development corporations 16Insurance funds set up and managed by the army, navy, or air force of the Union of India 17Insurance funds set up and managed by the Department of Posts, the Union of India 18Systemically Important Non-Banking Financial Company, a nonbanking financial 19company registered with the Reserve Bank of India and having a net-worth ofmore than ` 500 crores as per the last audited financial statementsNational Investment Fund set up by resolution no. F. No. 2/3/2005-DDII dated 20November 23, 2005 of the Government of India published in the Gazette of IndiaCategory II - Non-Institutional InvestorsCompanies within the meaning of section 2(20) of the Companies Act, 2013 21Statutory Bodies/ Corporations 22

INDIABULLS COMMERCIAL CREDIT LIMITEDCIN : U65923DL2006PLC150632Registered Office : : M-62 & 63, First Floor, ConnaughtPlace, New Delhi - 110 001, India. Corporate Office:"Indiabulls House", Tower I, 17th Floor, Indiabulls FinanceCentre, S. B. Marg, Elphinstone Road, Mumbai 400 013.Tel: +91 11 3025 2900; Fax: +91 11 3015 6901Compliance Officer and Contact Person: Mr. AjitKumar Singh, Company Secretary and ComplianceOfficer; E-mail: : [email protected] Website:www.indiabullscommercialcredit.com

KARVY COMPUTERSHARE PRIVATE LIMITEDCIN: U72400TG2003PTC041636Karvy Selenium Tower B, Plot 31-32, Gachibowli, FinancialDistrict, Nanakramguda, Hyderabad - 500 032, IndiaTel: +91 40 6716 2222, Fax: +91 40 2343 1551, Email:[email protected], InvestorGrievance Email:[email protected], Website: www.karisma.karvy.com,Contact Person: Mr. M Murali Krishna,SEBIRegistration. No.: INR000000221,ComplianceOfficer: Mr. Rakesh Santhalia

Attention of the Investors is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies Act, 2013 which is reproducedbelow: “Any person who- (a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its securities;or (b) makes or abets making of multiple applications to a company in different names or in different combinations of his name or surname foracquiring or subscribing for its securities; or (c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities tohim, or to any other person in a fictitious name, shall be liable for action under section 447 of the Companies Act, 2013”

IMPERSONATION

**Our Company shall allocate and allot Series V NCDs wherein the Applicants have not indicated the choice of the relevant NCD Series. **Subject to applicable tax deducted at source, if any.

Issue Structure

Note :a . Escrow Collection Banks for the Issue are HDFC Bank Limited, Axis Bank Limited, Indusind Bank Limited, RBL Bank Limited and YES Bank Limited.b . Basis of Allotment : For details, please refer to page no. 19 of the Abridged Prospectus.c . For Grounds for Technical Rejection. Please refer to page no. 18 of the Abridged Prospectus.d . If the Deemed Date of Allotment undergoes a change, the coupon payment dates, redemption dates, redemption amounts and other cash flow workings

shall be changed accordingly. For details of the interest payment please refer to “Interest/Premium” on page no 172 of the Prospectus. For furtherinformation, please refer to section titled “Issue Related Information” on page 162 of the Prospectus.

e. For further details please refer to the Prospectus dated September 04, 2018.

Series I II III IV V* VI VIIFrequency of Interest Payment Cumulative Cumulative Annual Monthly Annual Monthly AnnualMinimum Application ` 10,000/- (10 NCDs) across all SeriesFace Value/ Issue Price of NCDs (` / NCD) ` 1,000/-In Multiples of thereafter (`) ` 1,000/- (1 NCD)Tenor 2 years 3 years 3 years 5 years 5 years 10 years 10 yearsCoupon (% per annum for NCD Holders in Category I & II) NA NA 8.80% 8.57% 8.90% 8.75% 9.10%Coupon (% per annum for NCD Holders in Category III & IV) NA NA 8.90% 8.66% 9.00% 8.84% 9.20%Effective Yield (% per annum for NCD Holders in Category I & II) 8.70% 8.80% 8.79% 8.90% 8.90% 9.10% 9.09%Effective Yield (% per annum for NCD Holders in Category III & IV) 8.80% 8.90% 8.89% 9.00% 9.00% 9.20% 9.19%Mode of Interest Payment Through various mode availableAmount (` / NCD) on Maturity for NCD Holders in Category I & II) `1,181.30 `1,288.21 `1,000 `1,000 `1,000 `1,000 `1,000Amount (` / NCD) on Maturity for NCD Holders in Category III & IV) `1,183.47 `1,291.77 `1,000 `1,000 `1,000 `1,000 `1,000Nature of Indebtedness Secured redeemable & non-convertible debentures

Investor Categories Sub CategoryCode

Societies registered under the applicable laws in India and authorised to invest in the NCDs 23Co-operative banks and regional rural banks 24Public/private charitable/ religious trusts which are authorised to invest in the NCDs 25Scientific and/or industrial research organisations, which are authorised to invest in the NCDs 26Partnership firms in the name of the partners 27Limited liability partnerships formed and registered under the provisions of the 28Limited Liability Partnership Act, 2008 (No. 6 of 2009)Association of Persons; and 29Any other incorporated and/ or unincorporated body of persons 30Category III – High Net worth Individual InvestorsResident Indian individuals applying for an amount aggregating to more than 31` 1 million across all Series of Secured NCDs in this IssueHindu undivided families through the Karta applying for an amount aggregating 32to more than ` 1 million across all Series of Secured NCDs in this Issue.Category IV – Retail Individual InvestorsResident Indian individuals applying for an amount aggregating upto and including 41` 1 million across all Series of Secured NCDs in this IssueHindu undivided families through the Karta applying for an amount aggregating 42upto and including ` 1 million across all Series of Secured NCDs in this Issue.

3INDIABULLS COMMERCIAL CREDIT LIMITED

“IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

THIS ABRIDGED PROSPECTUS CONSISTS OF 48 PAGES. PLEASE ENSURE THAT YOU GET ALL PAGESPlease ensure that you read the Prospectus and the general instructions contained in this Memorandum before applying in the Issue.Unless otherwise specified, all terms used in this form shall have the meaning ascribed to such terms in the Prospectus. The investors areadvised to retain a copy of Prospectus/Abridged Prospectus for their future reference.

INDIABULLS COMMERCIAL CREDIT LIMITEDOur Company was incorporated as Indiabulls Commercial Credit Limited under the Companies Act, 1956 on July 7, 2006 with the Registrar of Companies, National CapitalTerritory of Delhi and Haryana ("RoC") and received a certificate for commencement of business from the RoC on February 20, 2008. Our Company's name was subsequentlychanged to Indiabulls Infrastructure Credit Limited on January 21, 2009 and thereafter to Indiabulls Commercial Credit Limited on March 12, 2015. The CIN of our Companyis U65923DL2006PLC150632. Our Company is registered as a Non-Banking Financial Company under section 45-IA of the Reserve Bank of India Act, 1934. For furtherdetails regarding changes to the name and registered office of our Company, please see "History and other Corporate Matters" on page 85 of the Prospectus.

Registered Office: M-62 & 63, First Floor, Connaught Place, New Delhi - 110 001, India.Telephone No.: +91 11 3025 2900; Fascimile No.: +91 11 3015 6901

Corporate Office: "Indiabulls House", Tower I, 17th Floor, Indiabulls Finance Centre, S. B. Marg, Elphinstone Road, Mumbai 400 013Telephone No.: +91 22 6189 1000; Facsimile No.: +91 22 6189 1421; Website: http://www.indiabullscommercialcredit.com; Email: [email protected]

Company Secretary and Compliance Officer: Mr. Ajit Kumar Singh;Telephone No.: +91 124 668 1199; Facsimile No.: +91 124 668 1240; E-mail: [email protected]

Please read the Risk Factors carefully. See section titled “Risk Factors” on page no. 40 of this Abridged Prospectus

PUBLIC ISSUE BY INDIABULLS COMMERCIAL CREDIT LIMITED, ("COMPANY" OR "ISSUER") OF SECURED REDEEMABLENON-CONVERTIBLE DEBENTURES OF FACE VALUE OF `̀̀̀̀ 1,000 EACH, ("NCDS"), FOR AN AMOUNT UPTO `̀̀̀̀ 1,000 CRORES("BASE ISSUE SIZE") WITH AN OPTION TO RETAIN OVER-SUBSCRIPTION UP TO ̀̀̀̀̀ 1,000 CRORES FOR ISSUANCE OF ADDITIONALNCDS AGGREGATING UP TO `̀̀̀̀ 2,000 CRORES, HEREINAFTER REFERRED TO AS THE "ISSUE". THE ISSUE IS BEING MADEPURSUANT TO THE PROVISIONS OF SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES)REGULATIONS, 2008 AS AMENDED (THE "SEBI DEBT REGULATIONS"), THE COMPANIES ACT, 2013 AND RULES MADE THEREUNDERAS AMENDED TO THE EXTENT NOTIFIED.

OUR PROMOTERSOur promoter is Indiabulls Housing Finance Limited. For further details refer to the section "Our Promoter" on page 109 of the Prospectus.

GENERAL RISKSFor taking an investment decision, investors must rely on their own examination of the Issuer and the Issue, including the risks involved. Specificattention of the Investor is invited to "Risk Factors" and "Material Developments" on page 12 and 122 of the Prospectus respectively. The Prospectushas not been and will not be approved by any regulatory authority in India, including the Securities and Exchange Board of India ("SEBI"), the ReserveBank of India ("RBI"), Registrar of Companies, National Capital Territory of Delhi and Haryana ("RoC") or any stock exchange in India.

ISSUER'S ABSOLUTE RESPONSIBILITYThe Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that the Prospectus contains all information with regardto the Issuer, which is material in the context of the Issue. The information contained in the Prospectus is true and correct in all material respectsand is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no otherfacts, the omission of which makes the Prospectus as a whole or any of part of such information or the expression of any such opinions orintentions misleading, in any material respect.

COUPON RATE, COUPON PAYMENT FREQUENCY, REDEMPTION DATE, REDEMPTION AMOUNT & ELIGIBLE INVESTORSFor the details relating to Coupon Rate, Coupon Payment Frequency, Redemption Date and Redemption Amount of the NCDs, see "Terms of theIssue" on page 167 of the Prospectus. For details relating to Eligible Investors please see "Issue related information" on page 162 of the Prospectus.

CREDIT RATINGThe NCDs proposed to be issued under this Issue have been rated CRISIL AAA/Stable (pronounced as CRISIL triple A rating with stable outlook) for anamount of ` 3,000 crores, by CRISIL Limited vide their letter no. INDBIC/205111/NCD/111704279/4 dated August 16, 2018, CARE AAA; Stable(pronounced as triple A; outlook: stable) for an amount of ` 3,000 crores, by CARE Ratings Limited vide their letter no. CARE/HO/RL/2018-19/2539dated August 14, 2018. The rating of NCDs by CRISIL indicate that instruments with this rating are considered to have the highest degree of safetyregarding timely servicing of financial obligations. Such instruments carry the lowest credit risk. For the rationale for these ratings, see Annexure A &B of the Prospectus. These ratings are not a recommendation to buy, sell or hold securities and investors should take their own decision. These ratingsare subject to revision or withdrawal at any time by the assigning rating agencies and should be evaluated independently of any other ratings.

LISTINGThe NCDs offered through the Prospectus are proposed to be listed on BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE"along with BSE, the "Stock Exchanges"). Our Company has received an 'in-principle' approval from BSE vide its letter no. DCS/BM/PI-BOND/9/18-19 dated August 31, 2018 and NSE vide its letter no. NSE/LIST/59117 dated September 3, 2018. For the purposes of the Issue BSE Limited shall bethe Designated Stock Exchange.

PUBLIC COMMENTSThe Draft Prospectus dated August 23, 2018 was filed with BSE and NSE, pursuant to Regulation 6(2) of the SEBI Debt Regulations and was open forpublic comments for a period of seven Working Days (i.e., until 5 p.m.) from the date of filing of the Draft Prospectus.

ISSUE PROGRAMME*ISSUE OPENS ON: SEPTEMBER 11, 2018 ISSUE CLOSES ON: SEPTEMBER 28, 2018

* The Issue shall remain open for subscription on Working Days from 10 a.m. to 5 p.m. (Indian Standard Time) during the period indicated above, except thatthe Issue may close on such earlier date or extended date as may be decided by the Board of Directors of our Company or Bond Issue Committee thereof subjectto receipt of necessary approvals. In the event of an early closure or extension of the Issue, our Company shall ensure that notice of the same is provided to theprospective investors through an advertisement in a reputed daily national newspaper with wide circulation on or before such earlier or extended date of Issueclosure. On the Issue Closing Date, the Application Forms will be accepted only between 10 a.m. and 3 p.m. (Indian Standard Time) and uploaded until 5 p.m.or such extended time as may be permitted by BSE and NSE. For further details, please see "General Information"on page 36 of the Prospectus.A copy of the Prospectus has been filed with the Registrar of Companies, National Capital Territory of Delhi and Haryana, in terms of section 26 of theCompanies Act, 2013, applicable as on date of the Prospectus along with the endorsed/certified copies of all requisite documents. For further details, pleasesee "Material Contracts and Documents for Inspection" on page 236 of the Prospectus

4 INDIABULLS COMMERCIAL CREDIT LIMITED


LEAD MANAGER TO THE ISSUE

EDELWEISS FINANCIAL SERVICES LIMITEDEdelweiss House, Off CST Road, Kalina, Mumbai - 400 098Maharashtra, India.Telephone No.: +91 22 4086 3535, Facsimile No.: +91 22 4086 3610Email: [email protected] Grievance Email: [email protected]: www.edelweissfin.com,Contact Person: Mr. Lokesh Singhi/Mr. Mandeep SinghSEBI Registration No.: INM0000010650Compliance Officer: Mr. B. RenganathanCIN: L99999MH1995PLC094641

A.K.CAPITAL SERVICES LIMITED30-39, Free Press House 3rd Floor, Free Press Journal Marg 215Nariman Point, Mumbai 400 021.Telephone No.: +91 22 6754 6500, Facsimile No.: +91 22 6610 0594Email: [email protected] Grievance Email: [email protected]: www.akgroup.co.inContact Person: Mr. Krish Sanghvi/ Ms. Shilpa PandeySEBI Registration No.: INM000010411Compliance Officer: Mr. Tejas DavdaCIN: L74899MH1993PLC274881

AXIS BANK LIMITEDAxis House, 8th Floor, C-2, Wadia International Centre, P.B. MargWorli, Mumbai – 400 025, Maharashtra, India.Telephone No..: +91 22 6604 3293, Facsimile No.: +91 22 2425 3800Email: [email protected] Grievance Email: [email protected]: www.axisbank.com, Contact Person: Mr Vikas ShindeSEBI Registration No.: INM000006104Compliance Officer: Mr Sharad SawantCIN: L65110GJ1993PLC020769

TRUST INVESTMENT ADVISORS PRIVATE LIMITED109/110, Balarama, Bandra Kurla, Complex, Bandra (E)Mumbai – 400 051, Maharashtra, India.Telephone No.: +91 22 4084 5000, Facsimile No.: +91 22 4084 5007Email: [email protected] Grievance Email:[email protected]: www.trustgroup.in, Contact Person: Ms. Vikram ThiraniSEBI Registration No.: INM000011120Compliance Officer: Mr. Ankur Jain,CIN: U67190MH2006PTC162464

YES BANK LIMITEDYES Bank Tower, 19th Floor, Indiabulls Finance CenterSenapati Bapat Marg, Elphinstone Road, Mumbai – 400 013Telephone No.: +91 22 3372 9191, Facsimile No.: +91 22 2421 4509Email: [email protected] Grievance Email:[email protected]: www.yesbank.in, Contact Person: Mr. Sushil BudhiaSEBI Registration No.: MB/INM000010874Compliance Officer: Mr. Rakesh MehranCIN: L65190MH2003PLC143249

YES SECURITIES (INDIA) LIMITEDIFC, Tower 1 & 2, Unit no. 602 A, 6th Floor, Senapati Bapat MargElphinstone Road, Mumbai – 400 013Telephone No.: +91 22 7100 9829, Facsimile No.: +91 22 2421 4508Email: [email protected] Grievance Email:[email protected]: www.yesinvest.in, Contact Person: Mr. Mukesh GargSEBI Registration No.: INM000012227Compliance Officer: Dr. Dhanraj UchilCIN: U74992MH2013PLC240971

CONSORTIUM MEMBERSEdelweiss Securities LimitedRegistered Office: 2nd Floor, M.B. Towers, Plot No.5Road No. 2, Banjara Hills, Hyderabad - 500 034Corporate Office: Edelweiss House, Off. C.S.T RoadKalina, Mumbai - 400 098Telephone No.: 022 6747 1341, Facsimile No.: 022 6747 1342Email: [email protected], [email protected] Grievance Email: [email protected] Person: Mr. Amit Dalvi, Mr. Prakash BorichaSEBI Registration No.: INZ000166136CIN: U67110AP1993PLC052266A.K. Stockmart Private Limited30-39, Free Press House, 3rd Floor, Free Press Journal Marg215, Nariman Point, Mumbai-400 021Telephone No.: 022 6754 6500, Facsimile No.: 022 6754 4666Email: [email protected], [email protected] Grievance Email: [email protected] Person: Mr Ankit Gupta, Mr Ranjit DuttaSEBI Registration No.: NSE: INB231269532; BSE: INB011269538CIN: U67120MH2006PTC158932Axis Capital LimitedAxis House, Level 1, C-2, Wadia International Centre, P.B. MargWorli, Mumbai - 400 025, IndiaTelephone No.: +91 22 4325 3110, Facsimile No.: +91 22 4325 3000Email:[email protected]/ [email protected]: www.axiscapital.co.inContact Person: Ajay Sheth / Vinayak KetkarSEBI Registration No.: INM000012029CIN: U51900MH2005PLC157853Trust Financial Consultancy Services Private Limited1101, Naman Centre, 'G' Block, C-31, Bandra Kurla ComplexBandra(East), Mumbai - 400 051Telephone No..: +91 22 4084 5000, Facsimile No.: +91 22 4084 5007Email: [email protected] Grievance Email: [email protected]: www.trustgroup.inContact Person: Mr. Pranav InamdarSEBI Registration No.: NSE - INB231198731 and BSE - INB011198737CIN: U67120MH2002PTC135942Trust Securities Services Private Limited1101, Naman Centre, 'G' Block, C-31, Bandra Kurla ComplexBandra(East), Mumbai - 400 051Telephone No..: +91 22 4084 5000, Facsimile No.: +91 22 4084 5007Email: [email protected] Grievance Email: [email protected]: www.trustgroup.inContact Person: Ms. Avani DalalSEBI Registration No.: BSE - INZ00158031CIN: U65929MH2016PTC287266DEBENTURE TRUSTEE

Axis Trustee Services LimitedAxis House, Bombay Dyeing Mills Compound, Pandurang Budhkar MargWorli, Mumbai 400 025. Telephone No.: +91 22 6230 0451Email: [email protected] Grievance Email: [email protected]: www.axistrustee.comContact Person: Chief Operating OfficerCompliance Officer: Mrs. Kadiyala Krishna KumariSEBI Registration No.: IND000000494CIN: U74999MH2008PLC182264** Axis Trustee Services Limited under regulation 4(4) of SEBI DebtRegulations has by its letter dated August 23, 2018 has given its consent forits appointment as Debenture Trustee to the Issue and for its name to beincluded in Offer Document and in all the subsequent periodicalcommunications sent to the holders of the Debentures issued pursuant tothis Issue. For further details, please see Annexure C of the Prospectus.



OBJECTS OF THE ISSUE 6ISSUE PROCEDURE 7TERMS OF THE ISSUE 21OTHER INSTRUCTIONS 26CAPITAL STRUCTURE 29MANAGEMENT 31LEGAL AND OTHER INFORMATION 32RISK FACTORS 40MATERIAL CONTRACTS AND DOCUMENTS FOR 43INSPECTIONDECLARATION 43TIMING FOR SUBMISSION OF APPLICATION FORMS 44CENTERS FOR AVAILABILITY AND ACCEPTANCE 44OF APPLICATION FORMSLIST OF SELF CERTIFIED SYNDICATE BANKS 47(SCSBS) UNDER THE ASBA PROCESS

TABLE OF CONTENTS PAGE NO.

STATUTORY AUDITORSAjay Sardana Associates; Chartered AccountantsD – 118, Saket, New Delhi – 110 017.Telephone No.: + 91 11 41663630Email: [email protected] registration number: 016827NContact Person: Mr. Rahul MukhiDate of appointment as Statutory Auditor: September 8, 2017INDEPENDENT CHARTERED ACCOUNTANT (FORSTATEMENT OF TAX BENEFITS)A Sardana & Co.; Chartered AccountantsD – 118, Saket, New Delhi - 110017Telephone No.: + 91 11 41663630, Facsimile No..: + 91 11 40524636Email: [email protected] registration number: 021890NContact Person: Mr. Ajay SardanaREGISTRAR

KARVY COMPUTERSHARE PRIVATE LIMITEDKarvy Selenium Tower B, Plot 31-32, Gachibowli, Financial DistrictNanakramguda, Hyderabad – 500 032, IndiaTelephone No.: +91 40 6716 2222, Facsimile No.: +91 40 2343 1551Email: [email protected] Grievance Email: [email protected]: www.karisma.karvy.com, Contact Person: Mr. M Murali KrishnaSEBI Registration No.: INR000000221Compliance Officer: Mr. Rakesh SanthaliaCIN: U72400TG2003PTC041636CHIEF FINANCIAL OFFICER:Mr. Ashish Kumar JainChief Financial OfficerIndiabulls House, 448-451, Udyog Vihar, Phase - V, Gurugram - 122 016, HaryanaTelephone No.: + 91 124 668 1199, Facsimile No.: + 91 124 668 1240Email: [email protected] OFFICER AND COMPANY SECRETARYMr. Ajit Kumar SinghCompany Secretary & Compliance OfficerIndiabulls House, 448-451, Udyog Vihar, Phase - VGurugram - 122 016, Haryana.Telephone No.: + 91 124 668 1199, Facsimile No.: + 91 124 668 1240Email: [email protected] may contact the Registrar to the Issue or the Compliance Officerin case of any pre-issue or post Issue related issues such as non-receipt ofAllotment Advice, demat credit, refund orders, non-receipt of DebentureCertificates, transfers, or interest on application money etc.All grievances relating to the Issue may be addressed to the Registrar to theIssue, giving full details such as name, Application Form number, address ofthe Applicant, number of NCDs applied for, amount paid on application,Depository Participant and the collection centre of the Members of theConsortium where the Application was submitted.All grievances relating to the ASBA process may be addressed to the Regis-trar to the Issue with a copy to the relevant SCSB, giving full details such asname, address of Applicant, Application Form number, number of NCDsapplied for, amount blocked on Application and the Designated Branch orthe collection center of the SCSB where the Application Form was submit-ted by the ASBA Applicant.All grievances arising out of Applications for the NCDs made through theonline Stock Exchanges mechanism or through Trading Members may beaddressed directly to the respective Stock Exchanges.

CREDIT RATING AGENCIESCRISIL LimitedCRISIL House, Central Avenue, Hiranandani Business ParkPowai, Mumbai – 400 076 IndiaTelephone No.: +91 22 3342 8070, Facsimile No.: N.A.Email: [email protected]: www.crisil.com, Contact Person: Mr. Krishnan SitaramanSEBI Registration No.: IN/CRA/001/1999CARE Ratings Limited4th floor, Godrej Colesium, Somaiya Hospital RoadOff Eastern Express Highway, Sion (East), Mumbai – 400 022Telephone No.: +91 22 6754 3528, Facsimile No.: +91 22 6754 3457Email: [email protected]: www.careratings.com, Contact Person: Mr. Aditya AcharekarSEBI Registration No.: IN/CRA/004/1999LEGAL ADVISOR TO THE ISSUEShardul Amarchand Mangaldas & Co24th Floor, Express Tower, Nariman Point, Mumbai- 400021.Telephone No.: +91 22 4933 5555, Facsimile No.: +91 22 4933 5550ESCROW COLLECTION BANKS/BANKERS TO THE ISSUEHDFC Bank Limited, Axis Bank Limited, IndusInd Bank Limited, RBLBank Limited, YES Bank Limited

REFUND BANKYES Bank Limited9th Floor, Nehru Centre, Discovery of India, Worli, Mumbai – 400 018Telephone No.: +91 22 3347 7259/7260, Facsimile No.: +91 22 2421 4504Email: [email protected], Website: www.yesbank.inContact Person: Mr. Shankar Vichare/ Mr. Sachin ShindeSEBI Registration No.: INBI00000935

SELF CERTIFIED SYNDICATE BANKSThe banks which are registered with SEBI under Securities and ExchangeBoard of India (Bankers to an Issue) Regulations, 1994 and offer services inrelation to ASBA, including blocking of an ASBA Account, a list of which isavailable on http://www.sebi.gov.in or at such other website as may be pre-scribed by SEBI from time to time.

DISCLAIMERPARTICIPATION BY ANY OF THE ELIGIBLE CATEGORY OF INVESTOR IN THIS ISSUE WILL BE SUBJECT TO APPLICABLE STATUTORYAND/OR REGULATORY REQUIREMENTS. APPLICANTS ARE ADVISED TO ENSURE THAT APPLICATIONS MADE BY THEM DO NOTEXCEED THE INVESTMENT LIMITS OR MAXIMUM NUMBER OF NCDS THAT CAN BE HELD BY THEM UNDER APPLICABLE STATU-TORY AND/OR REGULATORY PROVISIONS. APPLICANTS ARE ADVISED TO ENSURE THAT THEY HAVE OBTAINED THE NECESSARYSTATUTORY AND/ OR REGULATORY PERMISSIONS/ CONSENTS/APPROVALS IN CONNECTION WITH APPLYING FOR, SUBSCRIBINGTO, OR SEEKING ALLOTMENT OF NCDS PURSUANT TO THE ISSUE.

DISCLAIMER STATEMENT FROM THE ISSUERTHE ISSUER ACCEPTS NO RESPONSIBILITY FOR STATEMENTS MADE OTHER THAN IN THE PROSPECTUS ISSUED BY THE COMPANYIN CONNECTION WITH THE ISSUE OF THE NCDS AND ANYONE PLACING RELIANCE ON ANY OTHER SOURCE OF INFORMATIONWOULD BE DOING SO AT HIS / HER OWN RISK.



DETAILS PERTAINING TO THE ISSUEOBJECTS OF THE ISSUEOur Company proposes to utilise the funds which are being raisedthrough the Issue, after deducting the Issue related expenses tothe extent payable by our Company (“Net Proceeds”), towardsfunding the following objects (collectively, referred to herein asthe “Objects”):1. For the purpose of onward lending, financing, and for repay-

ment of interest and principal of existing borrowings of theCompany; and

2. General corporate purposes.The main objects clause of the Memorandum of Association ofour Company permits our Company to undertake the activities forwhich the funds are being raised through the present Issue andalso the activities which our Company has been carrying on tilldate.The details of the proceeds of the Issue are set forth in the follow-ing table:

(` in crores)Sr. No. Description Amount

Gross Proceeds of the Issue 2000.00 Issue Related Expenses* 30.00 Net Proceeds (i.e. Gross

Proceeds less Issue related expenses)

1970.00

*The above Issue related expenses are indicative and are sub-ject to change depending on the actual level of subscription tothe Issue, the number of allottees, market conditions and otherrelevant factors.Requirement of funds and Utilisation of Net ProceedsThe following table details the objects of the Issue and the amountproposed to be financed from the Net Proceeds:

Sr. No.

Objects of the Issue Percentage of amount proposed to be

financed from Net Proceeds

1. For the purpose of onward lending, financing, and for repayment of interest and principal of existing borrowings of the Company

At least 75%

2. General Corporate Purposes* Maximum of up to 25% Total 100%

*The Net Proceeds will be first utilized towards the Objects men-tioned above. The balance is proposed to be utilized for generalcorporate purposes, subject to such utilization not exceeding25% of the amount raised in the Issue, in compliance with theSEBI Debt Regulations.Issue related expenses

Particulars Amount As percentage

of Issue proceeds (in

%)

As percentage of total

( `̀̀̀ in crores)

expenses of this Issue (in %)

Lead Managers Fee, Selling and Brokerage Commission, SCSB Processing Fee

26.00 1.30% 86.67%

Registrar to the Issue 0.10 0.01% 0.33% Debenture Trustee 0.10 0.01% 0.33% Advertising and Marketing 3.00 0.15% 10.00% Printing and Stationery Costs 0.50 0.03% 1.67% Other Miscellaneous Expenses 0.30 0.02% 1.00% Grand Total 30.00 1.50% 100.00%

The above expenses are indicative and are subject to changedepending on the actual level of subscription to this Issue andthe number of allottees, market conditions and other relevant fac-tors. The above expenses are excluding applicable taxesFunding planNASummary of the project appraisal reportNASchedule of implementation of the projectNAInterim Use of ProceedsOur Board of Directors, in accordance with the policies formu-lated by it from time to time, will have flexibility in deploying theproceeds received from the Issue. Pending utilization of the pro-ceeds out of the Issue for the purposes described above, ourCompany intends to temporarily invest funds in high quality in-terest bearing liquid instruments including money market mutualfunds, deposits with banks or temporarily deploy the funds ininvestment grade interest bearing securities as may be approvedby the Board. Such investment would be in accordance with theinvestment policies approved by the Board or Bond Issue Com-mittee from time to time.Variation interms of contract or objects in ProspectusThe Company shall not, in terms of Section 27 of the CompaniesAct, 2013, at any time, vary the terms of the objects for which theProspectus is issued, except as may be prescribed under the ap-plicable laws and under Section 27 of the Companies Act, 2013.Monitoring of Utilization of FundsThere is no requirement for appointment of a monitoring agencyin terms of the SEBI Debt Regulations. The Board shall monitorthe utilization of the proceeds of the Issue. For the relevant Finan-cial Years commencing from Financial Year 2018-19, our Companywill disclose in our financial statements, the utilization of the netproceeds of the Issue under a separate head along with details, ifany, in relation to all such proceeds of the Issue that have notbeen utilized thereby also indicating investments, if any, of suchunutilized proceeds of the Issue. Our Company shall utilize theproceeds of the Issue only upon the execution of the documentsfor creation of security and receipt of final listing and tradingapproval from the Stock Exchanges.Other ConfirmationThe main objects clause of the Memorandum of Association ofour Company permits our Company to undertake its existing ac-tivities as well as the activities for which the funds are beingraised through the Issue. In accordance with the SEBI Debt Regu-lations, our Company will not utilize the proceeds of the Issue forproviding loans to or for acquisitions of shares of any personwho is a part of the same group as our Company or who is underthe same management of our Company and our Subsidiary.No part of the proceeds from the Issue will be paid by us asconsideration to our Promoter, our Directors, Key ManagerialPersonnel, or companies promoted by our Promoter.Our Company confirms that it will not use the proceeds of theIssue for the purchase of any business or in the purchase of anyinterest in any business whereby our Company shall become en-titled to the capital or profit or losses or both in such business

123



exceeding 50% thereof, directly or indirectly in the acquisition ofany immovable property or acquisition of securities of any otherbody corporate.The Issue proceeds shall not be utilized towards full or part con-sideration for the purchase or any other acquisition, inter alia byway of a lease, of any immovable property. The Issue proceedsshall not be used for buying, trading or otherwise dealing in eq-uity shares of any other listed company.The Issue proceeds from NCDs allotted to Banks will not be uti-lized for any purpose which may be in contravention of the RBIguidelines or bank financing to NBFCs including those relating toclassification as capital market or any other sectors that are pro-hibited under the RBI Regulations.ISSUE PROCEDUREProcedure for ApplicationAvailability of the Abridged Prospectus and Application FormsPlease note that there is a single Application Form for ASBAApplicants as well as Non-ASBA Applicants who are PersonsResident in India.Physical copies of the abridged Prospectus containing the salientfeatures of the Prospectus together with Application Forms maybe obtained from:1. Our Company’s Registered Office and Corporate Office;2. Offices of the Lead Managers/ Consortium Members;3. Trading Members; and4. Designated Branches of the SCSBs.Electronic Application Forms may be available for download onthe websites of the Stock Exchanges and on the websites of theSCSBs that permit submission of ASBA Applications electroni-cally. A unique application number (“UAN”) will be generated forevery Application Form downloaded from the websites of theStock Exchange. Our Company may also provide ApplicationForms for being downloaded and filled at such websites as it maydeem fit. In addition, brokers having online demat account portalsmay also provide a facility of submitting the Application Formsvirtually online to their account holders.Trading Members of the Stock Exchanges can download Applica-tion Forms from the websites of the Stock Exchange. Further,Application Forms will be provided to Trading Members of theStock Exchanges at their request.On a request being made by any Applicant before the Issue Clos-ing Date, physical copies of the Prospectus and Application Formcan be obtained from our Company’s Registered and CorporateOffice, as well as offices of the Members of Consortium. Elec-tronic copies of the Draft Prospectus, the Prospectus will be avail-able on the websites of the Lead Managers, the Stock Exchange,SEBI and the SCSBs.Who can apply?The following categories of persons are eligible to apply in theIssue:

Category I Category II Category III Category IV Institutional Investors Non Institutional Investors High Net-worth

Individual, (“HNIs”), Investors

Retail Individual Investors

Public financial institutions, scheduled commercial banks, Indian multilateral and bilateral development financial institution which are authorized to invest in the NCDs;

Provident funds, pension funds with a minimum corpus of `250 million, superannuation funds and gratuity funds, which are authorized to invest in the NCDs;

Alternative Investment Funds, subject to investment conditions applicable to them under the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012;

Mutual Funds registered with SEBI

Venture Capital Funds registered with SEBI;

Insurance Companies registered with IRDA;

State industrial development corporations;

Insurance funds set up and managed by the army, navy, or air force of the Union of India;

Insurance funds set up and managed by the Department of Posts, the Union of India;

Systemically Important Non-Banking Financial Company, a nonbanking financial company registered with the Reserve Bank of India and having a net-worth of more than ̀ 500 crores as per the last audited financial statements;

National Investment Fund set up by resolution no. F. No. 2/3/2005-DDII dated November 23, 2005 of the Government of India published in the Gazette of India;

Companies within the meaning of section 2(20) of the Companies Act, 2013;

Statutory Bodies/ Corporations;

Societies registered under the applicable laws in India and authorised to invest in the NCDs;

Co-operative banks and regional rural banks

Public/private charitable/ religious trusts which are authorised to invest in the NCDs;

Scientific and/or industrial research organisations, which are authorised to invest in the NCDs;

Partnership firms in the name of the partners;

Limited liability partnerships formed and registered under the provisions of the Limited Liability Partnership Act, 2008 (No. 6 of 2009);

Association of Persons; and

Any other incorporated and/ or unincorporated body of persons.

Resident Indian individuals and Hindu Undivided Families through the Karta applying for an amount aggregating to above ` 1 million across all series of NCDs in Issue

Resident Indian individuals and Hindu Undivided Families through the Karta applying for an amount aggregating up to and including ` 1 million across all series of NCDs in Issue

Please note that it is clarified that Persons Resident outsideIndia shall not be entitled to participate in the Issue and anyapplications from such persons are liable to be rejected.Participation of any of the aforementioned categories of personsor entities is subject to the applicable statutory and/or regula-tory requirements in connection with the subscription to Indiansecurities by such categories of persons or entities. Applicantsare advised to ensure that Applications made by them do not ex-ceed the investment limits or maximum number of NCDs thatcan be held by them under applicable statutory and or regulatoryprovisions. Applicants are advised to ensure that they have ob-tained the necessary statutory and/or regulatory permissions/consents/ approvals in connection with applying for, subscribingto, or seeking Allotment of NCDs pursuant to the Issue.The Members of Consortium and their respective associates andaffiliates are permitted to subscribe in the Issue.Who are not eligible to apply for NCDs?The following categories of persons, and entities, shall not beeligible to participate in the Issue and any Applications from suchpersons and entities are liable to be rejected:



1. Minors without a guardian name*(A guardian may apply onbehalf of a minor. However, Applications by minors must bemade through Application Forms that contain the names ofboth the minor Applicant and the guardian);

2. Foreign nationals, NRI inter-alia including any NRIs who are(i) based in the USA, and/or, (ii) domiciled in the USA, and/or,(iii) residents/citizens of the USA, and/or, (iv) subject to anytaxation laws of the USA;

3. Persons resident outside India and other foreign entities;4. Foreign Institutional Investors;5. Foreign Portfolio Investors;6. Foreign Venture Capital Investors7. Qualified Foreign Investors;8. Overseas Corporate Bodies; and9. Persons ineligible to contract under applicable statutory/regu-

latory requirements.*Applicant shall ensure that guardian is competent to contractunder Indian Contract Act, 1872Based on the information provided by the Depositories, our Com-pany shall have the right to accept Applications belonging to anaccount for the benefit of a minor (under guardianship). In case ofsuch Applications, the Registrar to the Issue shall verify the aboveon the basis of the records provided by the Depositories basedon the DP ID and Client ID provided by the Applicants in theApplication Form and uploaded onto the electronic system of theStock Exchange.The concept of Overseas Corporate Bodies (meaning any com-pany, partnership firm, society and other corporate body or over-seas trust irrevocably owned/held directly or indirectly to theextent of at least 60% by NRIs), which was in existence until 2003,was withdrawn by the Foreign Exchange Management (With-drawal of General Permission to Overseas Corporate Bodies) Regu-lations, 2003. Accordingly, OCBs are not permitted to invest in theIssue. For futher details please refer to “Submission of ASBAApplications” on page 199 of the Prospectus.Please refer to “Rejection of Applications” on page 202 of theProspectus for information on rejection of Applications.Modes of Making ApplicationsApplicants may use any of the following facilities for makingApplications:1. ASBA Applications through the Members of Consortium, or

the Trading Members of the Stock Exchanges only in the Speci-fied Cities (namely, Mumbai, Chennai, Kolkata, Delhi,Ahmedabad, Rajkot, Jaipur, Bengaluru, Hyderabad, Pune,Vadodara and Surat) (“Syndicate ASBA”).

2. ASBA Applications through the Designated Branches of theSCSBs. and

3. Non-ASBA Applications through the Members of Consor-tium or the Trading Members of the Stock Exchanges at thecentres mentioned in Application Form. For futher details pleaserefer to “Submission of Non-ASBA Applications” on page191 of the Prospectus.

Please note that clarifications and/or confirmations regardingthe implementation of the requisite infrastructure and facilitiesin relation to direct online applications and online paymentfacility have been sought from the Stock Exchange and the StockExchange has confirmed that the necessary infrastructure andfacilities for the same have not been implemented by both StockExchange. Hence, the direct online application facility will notbe available for this Issue.

APPLICATIONS FOR ALLOTMENT OF NCDSDetails for Applications by certain categories of Applicants in-cluding documents to be submitted are summarized below.Applications by Mutual FundsPursuant to the SEBI circular SEBI/HO/IMD/DF2/CIR/P/2016/35dated February 15, 2016 (“SEBI Circular 2016”), mutual fundsare required to ensure that the total exposure of debt schemes ofmutual funds in a particular sector shall not exceed 25.0% of thenet assets value of the scheme. Further, the additional exposurelimit provided for financial services sector towards HFCs is re-duced from 10.0% of net assets value to 5.0% of net assets valueand single issuer limit is reduced to 10.0% of net assets value(extendable to 12% of net assets value, after trustee approval).The SEBI Circular 2016 also introduces group level limits for debtschemes and the ceiling be fixed at 20.0% of net assets valueextendable to 25.0% of net assets value after trustee approval.A separate Application can be made in respect of each scheme ofan Indian mutual fund registered with SEBI and such Applica-tions shall not be treated as multiple Applications. Applicationsmade by the AMCs or custodians of a Mutual Fund shall clearlyindicate the name of the concerned scheme for which Applicationis being made. In case of Applications made by Mutual Fundregistered with SEBI, a certified copy of their SEBI registrationcertificate must be submitted with the Application Form. The Ap-plications must be also accompanied by certified true copies of (i)SEBI Registration Certificate and trust deed (ii) resolutionauthorising investment and containing operating instructions and(iii) specimen signatures of authorized signatories. Failing this,our Company reserves the right to accept or reject any Applica-tion in whole or in part, in either case, without assigning anyreason therefor.Application by Commercial Banks, Co-operative Banks and Re-gional Rural BanksCommercial Banks, Co-operative banks and Regional Rural Bankscan apply in the Issue based on their own investment limits andapprovals. The Application Form must be accompanied by certi-fied true copies of their (i) memorandum and articles of associa-tion/charter of constitution; (ii) power of attorney; (iii) resolutionauthorising investments/containing operating instructions; and(iv) specimen signatures of authorised signatories. Failing this,our Company reserves the right to accept or reject any Applica-tion in whole or in part, in either case, without assigning anyreason therefor.Pursuant to SEBI Circular no. CIR/CFD/DIL/1/2013 dated Janu-ary 2, 2013, SCSBs making applications on their own accountusing ASBA facility, should have a separate account in their ownname with any other SEBI registered SCSB. Further, such ac-count shall be used solely for the purpose of making applicationin public issues and clear demarcated funds should be availablein such account for ASBA applications.Application by Systemically Important Non-Banking FinancialCompaniesSystemically Important Non-Banking Financial Companies canapply in the Issue based upon their own investment limits andapprovals. Applications by them for Allotment of the NCDs mustbe accompanied by certified true copies of (i) their memorandumand articles of association/charter of constitution; (ii) power ofattorney; (iii) a board resolution authorising investments; and (ii)specimen signatures of authorised signatories. Failing this, ourCompany reserves the right to accept or reject any Applicationfor Allotment of the NCDs in whole or in part, in either case,without assigning any reason therefor.



Application by Systemically Important Non-Banking FinancialCompaniesSystemically Important Non-Banking Financial Companies canapply in the Issue based upon their own investment limits andapprovals. Applications by them for Allotment of the NCDs mustbe accompanied by certified true copies of (i) their memorandumand articles of association/charter of constitution; (ii) power ofattorney; (iii) a board resolution authorising investments; and (ii)specimen signatures of authorised signatories. Failing this, ourCompany reserves the right to accept or reject any Applicationfor Allotment of the NCDs in whole or in part, in either case,without assigning any reason therefor.Application by Insurance CompaniesIn case of Applications made by insurance companies registeredwith the Insurance Regulatory and Development Authority, a cer-tified copy of certificate of registration issued by Insurance Regu-latory and Development Authority must be lodged along withApplication Form. The Applications must be accompanied bycertified copies of (i) Memorandum and Articles of Association(ii) Power of Attorney (iii) Resolution authorising investment andcontaining operating instructions (iv) Specimen signatures ofauthorized signatories. Failing this, our Company reserves theright to accept or reject any Application in whole or in part, ineither case, without assigning any reason therefore.Application by Indian Alternative Investment FundsApplications made by Alternative Investment Funds eligible toinvest in accordance with the Securities and Exchange Board ofIndia (Alternative Investment Fund) Regulations, 2012, asamended (the “SEBI AIF Regulations”) for Allotment of the NCDsmust be accompanied by certified true copies of (i) SEBI registra-tion certificate; (ii) a resolution authorising investment and con-taining operating instructions; and (iii) specimen signatures ofauthorised persons. The Alternative Investment Funds shall at alltimes comply with the requirements applicable to it under theSEBI AIF Regulations and the relevant notifications issued bySEBI. Failing this, our Company reserves the right to accept orreject any Application in whole or in part, in either case, withoutassigning any reason therefor.Applications by Associations of persons and/or bodies establishedpursuant to or registered under any central or state statutoryenactmentIn case of Applications made by Applications by Associations ofpersons and/or bodies established pursuant to or registered un-der any central or state statutory enactment, must submit a (i)certified copy of the certificate of registration or proof of consti-tution, as applicable, (ii) Power of Attorney, if any, in favour ofone or more persons thereof, (iii) such other documents evidenc-ing registration thereof under applicable statutory/regulatory re-quirements. Further, any trusts applying for NCDs pursuant tothe Issue must ensure that (a) they are authorized under appli-cable statutory/regulatory requirements and their constitutioninstrument to hold and invest in debentures, (b) they have ob-tained all necessary approvals, consents or other authorisations,which may be required under applicable statutory and/or regula-tory requirements to invest in debentures, and (c) Applicationsmade by them do not exceed the investment limits or maximumnumber of NCDs that can be held by them under applicable statu-tory and or regulatory provisions.Failing this, our Company reserves the right to accept or rejectany Applications in whole or in part, in either case, without as-signing any reason therefor.Applications by TrustsIn case of Applications made by trusts, settled under the Indian

Trusts Act, 1882, as amended, or any other statutory and/or regu-latory provision governing the settlement of trusts in India, mustsubmit a (i) certified copy of the registered instrument for creationof such trust, (ii) Power of Attorney, if any, in favour of one ormore trustees thereof, (iii) such other documents evidencing reg-istration thereof under applicable statutory/regulatory require-ments. Further, any trusts applying for NCDs pursuant to theIssue must ensure that (a) they are authorized under applicablestatutory/regulatory requirements and their constitution instru-ment to hold and invest in debentures, (b) they have obtained allnecessary approvals, consents or other authorisations, whichmay be required under applicable statutory and/or regulatoryrequirements to invest in debentures, and (c) Applications madeby them do not exceed the investment limits or maximum numberof NCDs that can be held by them under applicable statutory andor regulatory provisions. Failing this, our Company reservesthe right to accept or reject any Applications in whole or in part,in either case, without assigning any reason therefor.Applications by Public Financial Institutions, Statutory Corpo-rations, which are authorized to invest in the NCDsThe Application must be accompanied by certified true copies of:(i) Any Act/ Rules under which they are incorporated; (ii) BoardResolution authorising investments; and (iii) Specimen signatureof authorized person. Failing this, our Company reserves theright to accept or reject any Applications in whole or in part, ineither case, without assigning any reason therefor.Applications by Provident Funds, Pension Funds, Superannua-tion Funds and Gratuity Fund, which are authorized to invest inthe NCDsThe Application must be accompanied by certified true copies of:(i) Any Act/Rules under which they are incorporated; (ii) Power ofAttorney, if any, in favour of one or more trustees thereof, (iii)Board Resolution authorising investments; (iv) such other docu-ments evidencing registration thereof under applicable statutory/regulatory requirements; (v) Specimen signature of authorizedperson; (vi) certified copy of the registered instrument for cre-ation of such fund/trust; and (vii) Tax Exemption certificate is-sued by Income Tax Authorities, if exempt from Tax. Failing this,our Company reserves the right to accept or reject any Applica-tion in whole or in part, in either case, without assigning anyreason therefor.Applications by National Investment FundThe application must be accompanied by certified true copies of:(i) resolution authorising investment and containing operatinginstructions; and (ii) Specimen signature of authorized person.Failing this, our Company reserves the right to accept or rejectany Application in whole or in part, in either case, without as-signing any reason therefor.Applications by companies, bodies corporate and societies regis-tered under the applicable laws in IndiaThe Application must be accompanied by certified true copies of:(i) Any Act/ Rules under which they are incorporated; (ii) BoardResolution authorising investments; and (iii) Specimen signatureof authorized person. Failing this, our Company reserves theright to accept or reject any Applications in whole or in part, ineither case, without assigning any reason therefor.Applications by Indian Scientific and/or industrial research or-ganizations, which are authorized to invest in the NCDsThe Application must be accompanied by certified true copies of:(i) Any Act/ Rules under which they are incorporated; (ii) BoardResolution authorising investments; and (iii) Specimen signatureof authorized person. Failing this, our Company reserves the right



to accept or reject any Applications in whole or in part, in eithercase, without assigning any reason therefor.Applications by Partnership firms formed under applicable In-dian laws in the name of the partners and Limited Liability Part-nerships formed and registered under the provisions of the Lim-ited Liability Partnership Act, 2008 (No. 6 of 2009)The Application must be accompanied by certified true copies of:(i) Partnership Deed; (ii) Any documents evidencing registrationthereof under applicable statutory/regulatory requirements; (iii)Resolution authorizing investment and containing operating in-structions; (iv) Specimen signature of authorized person. Failingthis, our Company reserves the right to accept or reject anyApplications in whole or in part, in either case, without assign-ing any reason therefor.Applications under Power of AttorneyIn case of Applications made pursuant to a power of attorney byApplicants who are Institutional Investors or Non InstitutionalInvestors, a certified copy of the power of attorney or the relevantresolution or authority, as the case may be, with a certified copyof the memorandum of association and articles of associationand/or bye laws must be submitted with the Application Form. Incase of Applications made pursuant to a power of attorney byApplicants who are HNI Investors or Retail Individual Investors,a certified copy of the power of attorney must be submitted withthe Application Form. Failing this, our Company reserves theright to accept or reject any Application in whole or in part, ineither case, without assigning any reason therefor. Our Com-pany, in its absolute discretion, reserves the right to relax theabove condition of attaching the power of attorney with the Appli-cation Forms subject to such terms and conditions that our Com-pany, the Lead Managers may deem fit.Brokers having online demat account portals may also provide afacility of submitting the Application Forms (ASBA as well asnon-ASBA Applications) online to their account holders. Underthis facility, a broker receives an online instruction through itsportal from the Applicant for making an Application on his/ herbehalf. Based on such instruction, and a power of attorney grantedby the Applicant to authorise the broker, the broker makes anApplication on behalf of the Applicant.APPLICATIONS FOR ALLOTMENT OF NCDs IN THEDEMATERALIZED FORMSubmission of ASBA ApplicationsApplicants can also apply for NCDs using the ASBA facility.ASBA Applications can be submitted through either of the fol-lowing modes:1. Physically or electronically to the Designated Branches of the

SCSB(s) with whom an Applicant’s ASBA Account is main-tained. In case of ASBA Application in physical mode, theASBA Applicant shall submit the Application Form at the rel-evant Designated Branch of the SCSB(s). The DesignatedBranch shall verify if sufficient funds equal to the ApplicationAmount are available in the ASBA Account and shall alsoverify that the signature on the Application Form matcheswith the Investor’s bank records, as mentioned in the ASBAApplication, prior to uploading such ASBA Application intothe electronic system of the Stock Exchange. If sufficient fundsare not available in the ASBA Account, the respective Desig-nated Branch shall reject such ASBA Application and shallnot upload such ASBA Application in the electronic system ofthe Stock Exchange. If sufficient funds are available in theASBA Account, the Designated Branch shall block an amountequivalent to the Application Amount and upload details ofthe ASBA Application in the electronic system of the Stock

Exchange. The Designated Branch of the SCSBs shall stampthe Application Form and issue an acknowledgement as proofof having accepted the Application. In case of Application inthe electronic mode, the ASBA Applicant shall submit theASBA Application either through the internet banking facilityavailable with the SCSB, or such other electronically enabledmechanism for application and blocking funds in the ASBAAccount held with SCSB, and accordingly registering suchASBA Applications.

2. Physically through the Members of Consortium, or TradingMembers of the Stock Exchanges only at the Specified Cities(Mumbai, Chennai, Kolkata, Delhi, Ahmedabad, Rajkot, Jaipur,Bangalore, Hyderabad, Pune, Vadodara and Surat), i.e. Syndi-cate ASBA. Kindly note that ASBA Applications submitted tothe Members of Consortium or Trading Members of the StockExchanges at the Specified Cities will not be accepted if theSCSB where the ASBA Account, as specified in the ASBAApplication, is maintained has not named at least one branchat that Specified City for the Members of Consortium or Trad-ing Members of the Stock Exchange, as the case may be, todeposit ASBA Applications (A list of such branches is avail-able at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes).

Upon receipt of the Application Form by the Members of Consor-tium or Trading Members of the Stock Exchange, as the case maybe, an acknowledgement shall be issued by giving the counterfoil of the Application Form to the ASBA Applicant as proof ofhaving accepted the Application. Thereafter, the details of theApplication shall be uploaded in the electronic system of theStock Exchanges and the Application Form shall be forwarded tothe relevant branch of the SCSB, in the relevant Specified City,named by such SCSB to accept such ASBA Applications from theMembers of Consortium or Trading Members of the Stock Ex-change, as the case may be (A list of such branches is available ath t t p s : / / w w w . s e b i . g o v . i n / s e b i w e b / o t h e r /OtherAction.do?doRecognised=yes). Upon receipt of the ASBAApplication, the relevant branch of the SCSB shall perform verifi-cation procedures including verification of the Applicant’s signa-ture with his bank records and check if sufficient funds equal tothe Application Amount are available in the ASBA Account, asmentioned in the ASBA Form. If sufficient funds are not availablein the ASBA Account, the relevant ASBA Application is liable tobe rejected. If sufficient funds are available in the ASBA Account,the relevant branch of the SCSB shall block an amount equivalentto the Application Amount mentioned in the ASBA Application.The Application Amount shall remain blocked in the ASBA Ac-count until approval of the Basis of Allotment and consequenttransfer of the amount against the Allotted NCDs to the PublicIssue Account(s), or until withdrawal/ failure of the Issue or untilwithdrawal/ rejection of the Application Form, as the case may be.ASBA Applicants must note that:1. Physical Application Forms will be available with the Desig-

nated Branches of the SCSBs and with the Members of Con-sortium and Trading Members of the Stock Exchanges at theSpecified Cities; and electronic Application Forms will be avail-able on the websites of the SCSBs and the Stock Exchanges atleast one day prior to the Issue Opening Date. ApplicationForms will also be provided to the Trading Members of theStock Exchanges at their request. The Application Forms wouldbe serially numbered. Further, the SCSBs will ensure that theProspectus is made available on their websites.

2. The Designated Branches of the SCSBs shall accept ASBAApplications directly from ASBA Applicants only during the



Issue Period. The SCSB shall not accept any ASBA Applica-tions directly from ASBA Applicants after the closing time ofacceptance of Applications on the Issue Closing Date. How-ever, in case of Syndicate ASBA, the relevant branches of theSCSBs at Specified Cities can accept ASBA Applications fromthe Members of Consortium or Trading Members of the StockExchange, as the case may be, after the closing time of accep-tance of Applications on the Issue Closing Date. For furtherinformation on the Issue programme, please refer to “GeneralInformation – Issue Programme” on page 44 of the Prospectus.

3. In case of Applications through Syndicate ASBA, the physi-cal Application Form shall bear the stamp of the Members ofConsortium or Trading Members of the Stock Exchange, asthe case maybe, if not, the same shall be rejected. ApplicationForms directly submitted to SCSBs should bear the stamp ofSCSBs, if not, the same are liable to be rejected.

Please note that ASBA Applicants can make an Application forAllotment of NCDs in the dematerialized form only.Submission of Non-ASBA ApplicationsApplicants must use the specified Application Form, which willbe serially numbered, bearing the stamp of the relevant LeadManager or Trading Member of the Stock Exchange, as the casemaybe, from whom such Application Form is obtained. Such Ap-plication Form must be submitted to the relevant Lead Manager,Consortium Members or Trading Member of the Stock Exchange,as the case maybe, at the centers mentioned in the ApplicationForm along with the cheque or bank draft for the ApplicationAmount, before the closure of the Issue Period. Applicants mustuse only CTS compliant instruments and refrain from usingNON-CTS 2010 instruments for the payment of the ApplicationAmount. The Stock Exchanges may also provide ApplicationForms for being downloaded and filled. Accordingly, the inves-tors may download Application Forms and submit the completedApplication Forms together with cheques/ demand drafts to theLead Manager, Consortium Members or Trading Member of theStock Exchanges at the centers mentioned in the Application Form.On submission of the complete Application Form, the relevantLead Manager, Consortium Members or Trading Member of theStock Exchange, as the case maybe, will upload the ApplicationForm on the electronic system provided by the Stock Exchange,and once an Application Form has been uploaded, issue anacknowledgement of such upload by stamping theacknowledgement slip attached to the Application Form with therelevant date and time and return the same to the Applicant. There-after, the Application Form together with the cheque or bank draftshall be forwarded to the Escrow Collection Banks for realizationand further processing.The duly stamped acknowledgment slip will serve as a duplicateApplication Form for the records of the Applicant. The Applicantmust preserve the acknowledgment slip and provide the same inconnection with:1. any cancellation/ withdrawal of their Application;2. queries in connection with allotment and/ or refund(s) of NCDs;

and/or3. all investor grievances/ complaints in connection with the Is-

sue.All cheques / bank drafts accompanying the Applications madeby eligible Applicants should be crossed “A/cPayee only” and must be made payable to the escrow account asprovided for in the Prospectus.The Members of the Syndicate/ Trading Members of the StockExchanges, upon receipt of the Non-ASBA Applications, shallupload all the details of the Applications on the online platform of

the Stock Exchanges. The Members of the Syndicate/ TradingMembers of the Stock Exchanges shall thereafter submit the physi-cal Application Form along with the cheque/ bank draft to theEscrow Collection Banks. The Members of the Syndicate/ Trad-ing Members of the Stock Exchanges are requested to note thatall Applications are required to be banked with only the desig-nated branches of Escrow Collection Banks. INSTRUCTIONS FOR FILLING-UP THE APPLICATION FORMGeneral InstructionsA. General instructions for completing the Application Form• Applications must be made in prescribed Application Form

only;• Application Forms must be completed in block letters in En-

glish, as per the instructions contained in the Draft Prospec-tus, the Prospectus, abridged Prospectus and the ApplicationForm.

• If the Application is submitted in joint names, the ApplicationForm should contain only the name of the first Applicant whosename should also appear as the first holder of the depositoryaccount held in joint names.

• Applications should be in single or joint names and not ex-ceeding three names, and in the same order as their Deposi-tory Participant details (in case of Applicants applying forAllotment of the Bonds in dematerialized form) and Applica-tions should be made by Karta in case the Applicant is anHUF. Please ensure that such Applications contain the PANof the HUF and not of the Karta.

• Applicants applying for Allotment in dematerialised form mustprovide details of valid and active DP ID, Client ID and PANclearly and without error. On the basis of such Applicant’sactive DP ID, Client ID and PAN provided in the ApplicationForm, and as entered into the electronic Application system ofStock Exchanges by SCSBs, the Members of the Syndicate atthe Syndicate ASBA Application Locations and the TradingMembers, as the case may be, the Registrar will obtain fromthe Depository the Demographic Details. Invalid accounts,suspended accounts or where such account is classified asinvalid or suspended may not be considered for Allotment ofthe NCDs.

• Applications must be for a minimum of 10 NCDs and in mul-tiples of one NCD thereafter. For the purpose of fulfilling therequirement of minimum application size of 10 NCDs, an Ap-plicant may choose to apply for 10 NCDs of the same series oracross different series. Applicants may apply for one or moreseries of NCDs Applied for in a single Application Form.

• If the ASBA Account holder is different from the ASBA Appli-cant, the Application Form should be signed by the ASBAAccount holder also, in accordance with the instructions pro-vided in the Application Form.

• If the depository account is held in joint names, the Applica-tion Form should contain the name and PAN of the personwhose name appears first in the depository account and sig-nature of only this person would be required in the Applica-tion Form. This Applicant would be deemed to have signed onbehalf of joint holders and would be required to give confir-mation to this effect in the Application Form.

• Applications should be made by Karta in case of HUFs. Ap-plicants are required to ensure that the PAN details of theHUF are mentioned and not those of the Karta;

• Thumb impressions and signatures other than in English/Hindi/Gujarati/Marathi or any other languages specified inthe 8th Schedule of the Constitution needs to be attested by a



Magistrate or Notary Public or a Special Executive Magistrateunder his/her seal;

• No separate receipts will be issued for the money payable onthe submission of the Application Form. However, the Mem-bers of Consortium, Trading Members of the Stock Exchangesor the Designated Branches of the SCSBs, as the case may be,will acknowledge the receipt of the Application Forms bystamping and returning to the Applicants theacknowledgement slip. This acknowledgement slip will serveas the duplicate of the Application Form for the records of theApplicant. Applicants must ensure that the requisite docu-ments are attached to the Application Form prior to submis-sion and receipt of acknowledgement from the relevant LeadManager, Trading Member of the Stock Exchanges or the Des-ignated Branch of the SCSBs, as the case may be.

• Every Applicant should hold valid Permanent Account Num-ber (PAN) and mention the same in the Application Form.

• All Applicants are required to tick the relevant column of “Cat-egory of Investor” in the Application Form.

• All Applicants are required to tick the relevant box of the “Modeof Application” in the Application Form choosing either ASBAor Non-ASBA mechanism.

• ASBA Applicants should correctly mention the ASBA Ac-count number and ensure that funds equal to the ApplicationAmount are available in the ASBA Account before submittingthe Application Form to the Designated Branch and also en-sure that the signature in the Application Form matches withthe signature in Applicant’s bank records, otherwise the Ap-plication is liable to be rejected.

The series, mode of allotment, PAN, demat account no. etc. shouldbe captured by the relevant Members of Consortium, TradingMember of the Stock Exchanges in the data entries as such dataentries will be considered for allotment.Applicants should note that neither the Members of Consortium,Trading Member of the Stock Exchange, Escrow Collection Banksnor Designated Branches, as the case may be, will be liable forerror in data entry due to incomplete or illegible ApplicationForms. Our Company would allot the series of NCDs, as speci-fied in the Prospectus to all valid Applications, wherein the Ap-plicants have not indicated their choice of the relevant series ofNCDs.B. Applicant’s Beneficiary Account and Bank Account DetailsApplicants applying for Allotment in dematerialized form mustmention their DP ID and Client ID in the Application Form, andensure that the name provided in the Application Form is exactlythe same as the name in which the Beneficiary Account is held. Incase the Application Form for Allotment in dematerialized form issubmitted in the first Applicant’s name, it should be ensured thatthe Beneficiary Account is held in the same joint names and in thesame sequence in which they appear in the Application Form. Incase the DP ID, Client ID and PAN mentioned in the ApplicationForm for Allotment in dematerialized form and entered into theelectronic system of the Stock Exchanges do not match with theDP ID, Client ID and PAN available in the Depository database orin case PAN is not available in the Depository database, the Ap-plication Form for Allotment in dematerialized form is liable to berejected. Further, Application Forms submitted by Applicants ap-plying for Allotment in dematerialized form, whose beneficiaryaccounts are inactive, will be rejected.On the basis of the DP ID and Client ID provided by the Applicantin the Application Form for Allotment in dematerialized form andentered into the electronic system of the Stock Exchange, theRegistrar to the Issue will obtain from the Depositories the Demo-

graphic Details of the Applicant including PAN, address, bankaccount details for printing on refund orders/sending refundsthrough electronic mode, Magnetic Ink Character Recognition(“MICR”) Code and occupation. These Demographic Detailswould be used for giving Allotment Advice and refunds (includ-ing through physical refund warrants, direct credit, NACH, NEFTand RTGS), if any, to the Applicants. Hence, Applicants are ad-vised to immediately update their Demographic Details as appear-ing on the records of the DP and ensure that they are true andcorrect, and carefully fill in their Beneficiary Account details inthe Application Form. Failure to do so could result in delays indispatch/credit of refunds to Applicants and delivery of Allot-ment Advice at the Applicants’ sole risk, and neither our Com-pany, the Members of Consortium, Trading Members of the StockExchange, Escrow Collection Bank(s), SCSBs, Registrar to theIssue nor the Stock Exchanges will bear any responsibility orliability for the same.The Demographic Details would be used for correspondence withthe Applicants including mailing of the Allotment Advice andprinting of bank particulars on the refund orders, or for refundsthrough electronic transfer of funds, as applicable. AllotmentAdvice and physical refund orders (as applicable) would be mailedat the address of the Applicant as per the Demographic Detailsreceived from the Depositories. Applicants may note that deliv-ery of refund orders/ Allotment Advice may get delayed if thesame once sent to the address obtained from the Depositories arereturned undelivered. In such an event, the address and otherdetails given by the Applicant (other than ASBA Applicants) inthe Application Form would be used only to ensure dispatch ofrefund orders.Please note that any such delay shall be at such Applicants solerisk and neither our Company, the Members of Consortium,Trading Members of the Stock Exchange, Escrow CollectionBanks, SCSBs, Registrar to the Issue nor the Stock Exchangesshall be liable to compensate the Applicant for any losses causedto the Applicant due to any such delay or liable to pay any interestfor such delay. In case of refunds through electronic modes asdetailed in the Prospectus, refunds may be delayed if bank par-ticulars obtained from the Depository Participant are incorrect.In case of Applications made under power of attorney, our Com-pany in its absolute discretion, reserves the right to permit theholder of Power of Attorney to request the Registrar that for thepurpose of printing particulars on the refund order and mailing ofrefund orders/ Allotment Advice, the demographic details ob-tained from the Depository of the Applicant shall be used. Bysigning the Application Form, the Applicant would have deemedto have authorized the Depositories to provide, upon request, tothe Registrar to the Issue, the required Demographic Details asavailable on its records. The Demographic Details given by Ap-plicant in the Application Form would not be used for any otherpurpose by the Registrar to the Issue except in relation to theIssue.With effect from August 16, 2010, the beneficiary accounts ofApplicants for whom PAN details have not been verified shall besuspended for credit and no credit of NCDs pursuant to the Issuewill be made into the accounts of such Applicants. ApplicationForms submitted by Applicants whose beneficiary accounts areinactive shall be rejected. Furthermore, in case no correspondingrecord is available with the Depositories, which matches the threeparameters, namely, DP ID, Client ID and PAN, then such Applica-tion are liable to be rejected.C. Permanent Account Number (PAN)The Applicant should mention his or her Permanent AccountNumber (PAN) allotted under the IT Act. For minor Applicants,



applying through the guardian, it is mandatory to mention thePAN of the minor Applicant. However, Applications on behalf ofthe Central or State Government officials and the officials ap-pointed by the courts in terms of a SEBI circular dated June 30,2008 and Applicants residing in the state of Sikkim who in terms ofa SEBI circular dated July 20, 2006 may be exempt from specifyingtheir PAN for transacting in the securities market. In accordancewith Circular No. MRD/DOP/Cir-05/2007 dated April 27, 2007 is-sued by SEBI, the PAN would be the sole identification numberfor the participants transacting in the securities market, irrespec-tive of the amount of transaction. Any Application Form, withoutthe PAN is liable to be rejected, irrespective of the amount oftransaction. It is to be specifically noted that the Applicants shouldnot submit the GIR number instead of the PAN as the Applicationis liable to be rejected on this ground.However, the exemption for the Central or State Government andthe officials appointed by the courts and for investors residing inthe State of Sikkim is subject to the Depository Participants’ veri-fying the veracity of such claims by collecting sufficient docu-mentary evidence in support of their claims. At the time of ascer-taining the validity of these Applications, the Registrar to theIssue will check under the Depository records for the appropriatedescription under the PAN Field i.e. either Sikkim category orexempt category.D. Joint ApplicationsApplications may be made in single or joint names (not exceedingthree). In the case of joint Applications, all payments will be madeout in favour of the first Applicant. All communications will beaddressed to the first named Applicant whose name appears inthe Application Form and at the address mentioned therein. If thedepository account is held in joint names, the Application Formshould contain the name and PAN of the person whose nameappears first in the depository account and signature of only thisperson would be required in the Application Form. This Applicantwould be deemed to have signed on behalf of joint holders andwould be required to give confirmation to this effect in the Appli-cation Form.E. Additional/ Multiple ApplicationsAn Applicant is allowed to make one or more Applications for theNCDs for the same or other series of NCDs, subject to a minimumapplication size of ̀ 10,000 and in multiples of ̀ 1,000 thereafter asspecified in the Prospectus. Any Application for an amount belowthe aforesaid minimum application size will be deemed as aninvalid application and shall be rejected. However, multiple Ap-plications by the same individual Applicant aggregating to a valueexceeding ` 10 lakhs shall be deemed such individual Applicantto be a HNI Applicant and all such Applications shall be groupedin the HNI Portion, for the purpose of determining the basis ofallotment to such Applicant. However, any Application made byany person in his individual capacity and an Application made bysuch person in his capacity as a Karta of a Hindu Undividedfamily and/or as Applicant (second or third Applicant), shall notbe deemed to be a multiple Application. For the purposes of allot-ment of NCDs under the Issue, Applications shall be groupedbased on the PAN, i.e. Applications under the same PAN shall begrouped together and treated as one Application. Two or moreApplications will be deemed to be multiple Applications if thesole or first Applicant is one and the same. For the sake of clarity,two or more applications shall be deemed to be a multiple Applica-tion for the aforesaid purpose if the PAN number of the sole or thefirst Applicant is one and the same.Dos and Don’tsApplicants are advised to take note of the following while fillingand submitting the Application Form:

Do’s1. Check if you are eligible to apply as per the terms of the Pro-

spectus and applicable law;2. Read all the instructions carefully and complete the Applica-

tion Form in the prescribed form;3. Ensure that you have obtained all necessary approvals from

the relevant statutory and/or regulatory authorities to applyfor, subscribe to and/or seek Allotment of NCDs pursuant tothe Issue.

4. Ensure that the DP ID and Client ID are correct and benefi-ciary account is activated for Allotment of NCDs in demateri-alized form. The requirement for providing Depository Partici-pant details shall be mandatory for all Applicants.

5. Ensure that the Application Forms are submitted at the collec-tion centres provided in the Application Forms, bearing thestamp of a member of the Consortium or Trading Members ofthe Stock Exchange, as the case may be, for Applications otherthan ASBA Applications.

6. Ensure that you have been given an acknowledgement asproof of having accepted the Application Form;

7. In case of any revision of Application in connection with anyof the fields which are not allowed to be modified on the elec-tronic application platform of the Stock Exchanges as per theprocedures and requirements prescribed by each relevant StockExchange, ensure that you have first withdrawn your originalApplication and submit a fresh Application. For instance, asper the notice No: 20120831-22 dated August 31, 2012 issuedby the NSE, fields namely, quantity, series, application no.,sub-category codes will not be allowed for modification dur-ing the Issue. In such a case the date of the fresh Applicationwill be considered for date priority for allotment purposes.

8. Ensure that signatures other than in the languages specifiedin the Eighth Schedule to the Constitution of India is attestedby a Magistrate or a Notary Public or a Special ExecutiveMagistrate under official seal.

9. Ensure that the DP ID, the Client ID and the PAN mentioned inthe Application Form, which shall be entered into the elec-tronic system of the Stock Exchange, match with the DP ID,Client ID and PAN available in the Depository database;

10. In case of an HUF applying through its Karta, the Applicant isrequired to specify the name of an Applicant in the Applica-tion Form as ‘XYZ Hindu Undivided Family applying throughPQR’, where PQR is the name of the Karta. However, the PANnumber of the HUF should be mentioned in the ApplicationForm and not that of the Karta;

11. Ensure that the Applications are submitted to the Members ofConsortium, Trading Members of the Stock Exchanges or Des-ignated Branches of the SCSBs, as the case may be, before theclosure of application hours on the Issue Closing Date. Forfurther information on the Issue programme, please refer to“General Information – Issue Programme” on page 44 of theProspectus.

12. Ensure that the Demographic Details including PAN are up-dated, true and correct in all respects;

13. Ensure that you have obtained all necessary approvals fromthe relevant statutory and/or regulatory authorities to applyfor, subscribe to and/or seek allotment of NCDs pursuant tothe Issue;

14. Permanent Account Number: Except for Application (i) on be-half of the Central or State Government and officials appointedby the courts, and (ii) (subject to SEBI circular dated April 3,2008) from the residents of the state of Sikkim, each of the



Applicants should provide their PAN. Application Forms inwhich the PAN is not provided will be rejected. The exemptionfor the Central or State Government and officials appointed bythe courts and for investors residing in the State of Sikkim issubject to (a) the demographic details received from the re-spective depositories confirming the exemption granted to thebeneficiary owner by a suitable description in the PAN fieldand the beneficiary account remaining in “active status”; and(b) in the case of residents of Sikkim, the address as per thedemographic details evidencing the same;

15. Ensure that if the depository account is held in joint names,the Application Form should contain the name and PAN of theperson whose name appears first in the depository accountand signature of only this person would be required in theApplication Form. This Applicant would be deemed to havesigned on behalf of joint holders and would be required togive confirmation to this effect in the Application Form;

16. Applicants (other than ASBA Applicants) are requested towrite their names and Application serial number on the re-verse of the instruments by which the payments are made;

17. All Applicants are requested to tick the relevant column “Cat-egory of Investor” in the Application Form; and

18. Tick the series of NCDs in the Application Form that you wishto apply for.

The Reserve Bank of India has issued standard operating proce-dure in terms of paragraph 2(a) of RBI circular numberDPSS.CO.CHD.No./133/04.07.05/2013-14 dated July 16, 2013,detailing the procedure for processing CTS 2010 and non-CTS2010 instruments in the three CTS grid locations.SEBI Circular No. CIR/CFD/DIL/1/2011 dated April 29, 2011stipulating the time between closure of the Issue and listing at12 Working Days. In order to enable compliance with the abovetimelines, investors are advised to use CTS cheques or use ASBAfacility to make payment. Investors using non-CTS cheques arecautioned that applications accompanied by such cheques areliable to be rejected due to any clearing delays beyond 5 WorkingDays from the date of the closure of the Issue to avoid any delay inthe timelines mentioned in the aforesaid SEBI Circular.Don’ts:1. Do not apply for lower than the minimum application size;2. Do not pay the Application Amount in cash, by money order

or by postal order or by stock invest;3. Do not send Application Forms by post; instead submit the

same to the Members of Consortium, sub-brokers, TradingMembers of the Stock Exchanges or Designated Branches ofthe SCSBs, as the case may be;

4. Do not fill up the Application Form such that the NCDs ap-plied for exceeds the Issue size and/or investment limit or maxi-mum number of NCDs that can be held under the applicablelaws or regulations or maximum amount permissible under theapplicable regulations;

5. Do not submit the GIR number instead of the PAN as theApplication is liable to be rejected on this ground;

6. Do not submit incorrect details of the DP ID, Client ID andPAN or provide details for a beneficiary account which is sus-pended or for which details cannot be verified by the Regis-trar to the Issue;

7. Do not submit the Application Forms without the full Applica-tion Amount;

8. Do not submit Applications on plain paper or on incompleteor illegible Application Forms;

9. Do not apply if you are not competent to contract under the

Indian Contract Act, 1872;10. Do not submit an Application in case you are not eligible to

acquire NCDs under applicable law or your relevant constitu-tional documents or otherwise;

11. Do not submit an Application that does not comply with thesecurities law of your respective jurisdiction;

12. Do not apply if you are a person ineligible to apply for NCDsunder the Issue including Applications by Persons ResidentOutside India, NRI (inter-alia including NRIs who are (i) basedin the USA, and/or, (ii) domiciled in the USA, and/or, (iii) resi-dents/citizens of the USA, and/or, (iv) subject to any taxationlaws of the USA);

13. Applicants other than ASBA Applicants should not submitthe Application Form directly to the Escrow Collection Banks/Bankers to the Issue, and the same will be rejected in suchcases; and

14. Do not make an application of the NCD on multiple copiestaken of a single form.

Additional Instructions Specific to ASBA ApplicantsDo’s:1. 1. Before submitting the physical Application Form with the

Member of the Syndicate at the Syndicate ASBA ApplicationLocations ensure that the SCSB, whose name has been filledin the Application Form, has named a branch in that centre;

2. Ensure that you tick the ASBA option in the Application Formand give the correct details of your ASBA Account includingbank account number/ bank name and branch;

3. For ASBA Applicants applying through Syndicate ASBA,ensure that your Application Form is submitted to the Mem-bers of the Syndicate at the Syndicate ASBA Application Lo-cations or the Trading Members and not to the Escrow Collec-tion Banks (assuming that such bank is not a SCSB), to theIssuer, the Registrar;

4. For ASBA Applicants applying through the SCSBs, ensurethat your Application Form is submitted at a Designated Branchof the SCSB where the ASBA Account is maintained, and notto the Escrow Collection Banks (assuming that such bank isnot a SCSB), to the Issuer, the Registrar or the Members of theSyndicate or Trading Members;

5. Ensure that the Application Form is signed by the ASBA Ac-count holder in case the ASBA Applicant is not the accountholder;

6. Ensure that you have mentioned the correct ASBA Accountnumber in the Application Form;

7. Ensure that you have funds equal to the Application Amountin the ASBA Account before submitting the Application Formto the respective Designated Branch, or to the Members ofthe Syndicate at the Syndicate ASBA Application Locations,or to the Trading Members, as the case may be;

8. Ensure that you have correctly ticked, provided or checkedthe authorisation box in the Application Form, or have other-wise provided an authorisation to the SCSB via the electronicmode, for the Designated Branch to block funds in the ASBAAccount equivalent to the Application Amount mentioned inthe Application Form;

9. Ensure that you receive an acknowledgement from the Desig-nated Branch or the concerned member of the Syndicate, orthe Trading Member, as the case may be, for the submissionof the Application Form; and

10. In terms of SEBI Circular no. CIR/CFD/DIL/1/2013 dated Janu-ary 2, 2013, SCSBs making applications on their own accountusing ASBA facility, should have a separate account in their



own name with any other SEBI registered SCSB. Further, suchaccount shall be used solely for the purpose of making appli-cation in public issues and clear demarcated funds should beavailable in such account for ASBA applications.

Don’ts:1. Payment of Application Amount in any mode other than

through blocking of Application Amount in the ASBA Ac-counts shall not be accepted under the ASBA process;

2. Do not submit the Application Form to the Members of Con-sortium or Trading Members of the Stock Exchange, as thecase may be, at a location other than the Specified Cities.

3. Do not send your physical Application Form by post. Insteadsubmit the same to a Designated Branch or the Members ofConsortium or Trading Members of the Stock Exchange, asthe case may be, at the Specified Cities; and

4. Do not submit more than five Application Forms per ASBAAccount.

Kindly note that ASBA Applications submitted to the Members ofConsortium or Trading Members of the Stock Exchanges at theSpecified Cities will not be accepted if the SCSB where the ASBAAccount, as specified in the Application Form, is maintained hasnot named at least one branch at that Specified City for the Mem-bers of Consortium or Trading Members of the Stock Exchange,as the case may be, to deposit such Application Forms (A list ofsuch branches is available at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes)).Please refer to “Rejection of Applications” on page 202 of theProspectus for information on rejection of Applications.

PAYMENT INSTRUCTIONSTERMS OF PAYMENTThe entire issue price for the NCDs is payable on Applicationonly. In case of Allotment of lesser number of NCDs than thenumber applied, our Company shall refund the excess amountpaid on Application to the Applicant (or the excess amount shallbe unblocked in the ASBA Account, as the case may be).Payment mechanism for ASBA ApplicantsThe ASBA Applicants shall specify the ASBA Account number inthe Application Form.For ASBA Applications submitted to the Members of Consortiumor Trading Members of the Stock Exchanges at the Specified Cit-ies, the ASBA Application will be uploaded onto the electronicsystem of the Stock Exchanges and deposited with the relevantbranch of the SCSB at the Specified City named by such SCSB toaccept such ASBA Applications from the Members of Consor-tium or Trading Members of the Stock Exchange, as the case maybe (A list of such branches is available at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes). The relevantbranch of the SCSB shall perform verification procedures andblock an amount in the ASBA Account equal to the ApplicationAmount specified in the ASBA Application.For ASBA Applications submitted directly to the SCSBs, the rel-evant SCSB shall block an amount in the ASBA Account equal tothe Application Amount specified in the ASBA Application, be-fore entering the ASBA Application into the electronic system ofthe Stock Exchange. SCSBs may provide the electronic mode ofapplication either through an internet enabled application andbanking facility or such other secured, electronically enabledmechanism for application and blocking of funds in the ASBAAccount.ASBA Applicants should ensure that they have funds equal to theApplication Amount in the ASBA Account before submitting theASBA Application to the Members of Consortium or TradingMembers of the Stock Exchange, as the case may be, at the Speci-

fied Cities or to the Designated Branches of the SCSBs. AnASBA Application where the corresponding ASBA Account doesnot have sufficient funds equal to the Application Amount at thetime of blocking the ASBA Account is liable to be rejected.The Application Amount shall remain blocked in the ASBA Ac-count until approval of the Basis of Allotment and consequent trans-fer of the amount against the Allotted NCDs to the Public IssueAccount(s), or until withdrawal/ failure of the Issue or until with-drawal/ rejection of the Application Form, as the case may be.Once the Basis of Allotment is approved, and upon receipt of inti-mation from the Registrar, the controlling branch of the SCSBshall, on the Designated Date, transfer such blocked amount fromthe ASBA Account to the Public Issue Account. The balance amountremaining after the finalisation of the Basis of Allotment shall beunblocked by the SCSBs on the basis of the instructions issued inthis regard by the Registrar to the respective SCSB within 12(twelve) Working Days of the Issue Closing Date. The ApplicationAmount shall remain blocked in the ASBA Account until transferof the Application Amount to the Public Issue Account, or untilwithdrawal/ failure of the Issue or until rejection of the ASBAApplication, as the case may be.Escrow Mechanism for Applicants other than ASBA ApplicantsOur Company shall open an Escrow Account “ICCL NCD Issue –Escrow Account” with each of the Escrow Collection Bank(s) inwhose favour the Applicants (other than ASBA Applicants) shalldraw the cheque or demand draft in respect of his or her Applica-tion. Cheques or demand drafts received for the full ApplicationAmount from Applicants would be deposited in the EscrowAccount(s). All cheques/ bank drafts accompanying the Applica-tion should be crossed “A/c Payee only” for eligible Applicantsmust be made payable to the account details as specified in theProspectus. Applicants must use only CTS compliant instru-ments and refrain from using NON-CTS 2010 instruments forthe payment of the Application Amount.The Escrow Collection Bank(s) shall transfer the funds from theEscrow Account into the Public Issue Account(s), as per the termsof the Escrow Agreement and the Prospectus.The Escrow Collection Banks will act in terms of the Prospectusand the Escrow Agreement. The Escrow Collection Banks, for andon behalf of the Applicants, shall maintain the monies in the Es-crow Account until the Designated Date. The Escrow CollectionBanks shall not exercise any lien whatsoever over the moniesdeposited therein and shall hold the monies therein in trust for theApplicants. On the Designated Date, the Escrow Collection Banksshall transfer the funds represented by Allotment of NCDs (otherthan in respect of Allotment to successful ASBA Applicants) fromthe Escrow Account, as per the terms of the Escrow Agreement,into the Public Issue Account(s) maintained with the Bankers tothe Issue provided that our Company will have access to suchfunds only after receipt of minimum subscription and creation ofsecurity for the NCDs as described in the Prospectus, receipt offinal listing and trading approval from the Stock Exchanges andexecution of the Debenture Trust Deed.The balance amount after transfer to the Public Issue Account(s)shall be transferred to the Refund Account. Payments of refundto the relevant Applicants shall also be made from the RefundAccount as per the terms of the Escrow Agreement and the Pro-spectus.The Applicants should note that the escrow mechanism is notprescribed by SEBI and has been established as an arrangementbetween our Company, the Lead Managers, the Escrow Collec-tion Banks and the Registrar to the Issue to facilitate collectionsfrom the Applicants.



Each Applicant shall draw a cheque or demand draft mechanismfor the entire Application Amount as per the following terms:1. All Applicants would be required to pay the full Application

Amount at the time of the submission of the Application Form.2. The Applicants shall, with the submission of the Application

Form, draw a payment instrument for the Application Amountin favour of the Escrow Accounts and submit the same alongwith their Application. If the payment is not made favouringthe Escrow Accounts along with the Application Form, theApplication is liable to be rejected by the Escrow CollectionBanks. Application Forms accompanied by cash, stockinvest,money order or postal order will not be accepted.

3. The payment instruments for payment into the Escrow Ac-count should be drawn in favour of “ICCL NCD Issue – Es-crow Account”.

4. The monies deposited in the Escrow Accounts will be held forthe benefit of the Applicants (other than ASBA Applicants)till the Designated Date.

5. On the Designated Date, the Escrow Collection Banks shalltransfer the funds from the Escrow Accounts as per the termsof the Escrow Agreement into the Public Issue Account(s)with the Bankers to the Issue and the refund amount shall betransferred to the Refund Account.

6. Payments should be made by cheque or demand draft drawnon any bank (including a co-operative bank), which is situ-ated at, and is a member of or sub-member of the bankers’clearing house located at the centre where the ApplicationForm is submitted. Outstation cheques, post-dated chequesand cheques/ bank drafts drawn on banks not participating inthe clearing process will not be accepted and Applicationsaccompanied by such cheques or bank drafts are liable to berejected. Cash/ stockinvest/ money orders/ postal orders willnot be accepted. Please note that cheques without the nine-digit Magnetic Ink Character Recognition (“MICR”) code areliable to be rejected.

7. Applicants are advised to provide the Application Form num-ber on the reverse of the cheque or bank draft to avoid misuseof instruments submitted with the Application Form.

8. Applicants must use only CTS compliant instruments and re-frain from using NON-CTS 2010 instruments for the paymentof the Application Amount.

Payment by cash/ stockinvest/ money orderPayment through cash/ stockinvest/ money order shall not beaccepted in this Issue.SUBMISSION OF COMPLETED APPLICATION FORMS

Mode of Submission of Application Forms

To whom the Application Form has to be submitted

ASBA Applications (i) If using physical Application Form, (a) to the Members of Consortium or Trading Members of the Stock Exchanges only at the Specified Cities (“Syndicate ASBA”), or (b) to the Designated Branches of the SCSBs where the ASBA Account is maintained; or

(ii) If using electronic Application Form, to the

SCSBs, electronically through internet banking facility, if available.

Non-ASBA Applications

Consortium Members or Trading Members of the Stock Exchanges at the centres mentioned in the Application Form.

Please note that clarifications and/or confirmations regardingthe implementation of the requisite infrastructure and facilities

in relation to direct online applications and online paymentfacility have been sought from the Stock Exchange and the StockExchange has confirmed that the necessary infrastructure andfacilities for the same have not been implemented by the StockExchange. Hence, the Direct Online Application facility will notbe available for this Issue.No separate receipts will be issued for the Application Amountpayable on submission of Application Form.However, the Members of Consortium/ Trading Members of StockExchanges will acknowledge the receipt of the Application Formsby stamping the date and returning to the Applicants anacknowledgement slip which will serve as a duplicate ApplicationForm for the records of the Applicant.Syndicate ASBA Applicants must ensure that their ASBA Appli-cations are submitted to the Members of Consortium or TradingMembers of the Stock Exchanges only at the Specified Cities(Mumbai, Chennai, Kolkata, Delhi, Ahmedabad, Rajkot, Jaipur,Bengaluru, Hyderabad, Pune, Vadodara and Surat). Kindly notethat ASBA Applications submitted to the Members of Consor-tium or Trading Members of the Stock Exchanges at the SpecifiedCities will not be accepted if the SCSB where the ASBA Account,as specified in the ASBA Application, is maintained has not namedat least one branch at that Specified City for the Members ofConsortium or Trading Members of the Stock Exchange, as thecase may be, to deposit ASBA Applications (A list of such branchesis available at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes).For information on the Issue programme and timings for submis-sion of Application Forms, please refer to “General Information –Issue Programme” on page 44 of the Prospectus.Applicants other than ASBA Applicants are advised not to submitthe Application Form directly to the Escrow Collection Banks/Bankers to the Issue, and the same will be rejected in such casesand the Applicants will not be entitled to any compensation what-soever.Electronic Registration of Applications(a) The Members of Consortium, Trading Members of the Stock

Exchanges and Designated Branches of the SCSBs, as thecase may be, will register the Applications using the on-linefacilities of the Stock Exchange. The Members of Consor-tium, our Company and the Registrar to the Issue are notresponsible for any acts, mistakes or errors or omission andcommissions in relation to, (i) the Applications accepted bythe SCSBs, (ii) the Applications uploaded by the SCSBs, (iii)the Applications accepted but not uploaded by the SCSBs, (iv)with respect to ASBA Applications accepted and uploaded bythe SCSBs without blocking funds in the ASBA Accounts, or(v) any Applications accepted both uploaded and/or not up-loaded by the Trading Members of the Stock Exchange.In case of apparent data entry error by the Members of Con-sortium, Trading Members of the Stock Exchange, Escrow Col-lection Banks or Designated Branches of the SCSBs, as thecase may be, in entering the Application Form number in theirrespective schedules other things remaining unchanged, theApplication Form may be considered as valid and such excep-tions may be recorded in minutes of the meeting submitted tothe Designated Stock Exchange. However, the series, mode ofallotment, PAN, demat account no. etc. should be captured bythe relevant Members of Consortium, Trading Member of theStock Exchanges in the data entries as such data entries willbe considered for allotment/rejection of Application.

(b) The Stock Exchanges will offer an electronic facility for regis-tering Applications for the Issue. This facility will be available



on the terminals of Members of Consortium, Trading Mem-bers of the Stock Exchanges and the SCSBs during the IssuePeriod. The Members of Consortium and Trading Members ofthe Stock Exchanges can also set up facilities for off-line elec-tronic registration of Applications subject to the conditionthat they will subsequently upload the off-line data file intothe on-line facilities for Applications on a regular basis, andbefore the expiry of the allocated time on the Issue ClosingDate. On the Issue Closing Date, the Members of Consortium,Trading Members of the Stock Exchanges and the DesignatedBranches of the SCSBs shall upload the Applications till suchtime as may be permitted by the Stock Exchange. This infor-mation will be available with the Members of Consortium, Trad-ing Members of the Stock Exchanges and the DesignatedBranches of the SCSBs on a regular basis. Applicants are cau-tioned that a high inflow of high volumes on the last day ofthe Issue Period may lead to some Applications received onthe last day not being uploaded and such Applications willnot be considered for allocation. For further information onthe Issue programme, please refer to “General Information –Issue Programme” on page 44 of the Prospectus.

(c) At the time of registering each Application, other than ASBAApplications, the Members of Consortium, or Trading Mem-bers of the Stock Exchanges shall enter the requisite details ofthe Applicants in the on-line system including:• Application Form number • PAN (of the first Applicant, incase of more than one Applicant) • Investor category and sub-category • DP ID • Client ID •Series of NCDs applied for •Number of NCDs Applied for in each series of NCD • Price perNCD • Application amount •Cheque number

(d) With respect to ASBA Applications submitted directly to theSCSBs at the time of registering each Application, the Desig-nated Branches shall enter the requisite details of the Appli-cants in the on-line system including:• Application Form number •PAN (of the first Applicant, incase of more than one Applicant) • Investor category and sub-category • DP ID • Client ID • Series of NCDs applied for •Number of NCDs Applied for in each series of NCD • Price perNCD • Bank code for the SCSB where the ASBA Account ismaintained • Bank account number • Application amount

(e) With respect to ASBA Applications submitted to the Mem-bers of Consortium, or Trading Members of the Stock Ex-changes only at the Specified Cities, at the time of registeringeach Application, the requisite details of the Applicants shallbe entered in the on-line system including:• Application Form number • PAN (of the first Applicant, incase of more than one Applicant) • Investor category and sub-category • DP ID • Client ID • Series of NCDs applied for •Number of NCDs Applied for in each series of NCD • Price perNCD • Bank code for the SCSB where the ASBA Account ismaintained • Location of Specified City • Application amount

(f) A system generated acknowledgement (TRS) will be given tothe Applicant as a proof of the registration of each Applica-tion. It is the Applicant’s responsibility to obtain theacknowledgement from the Members of Consortium, Trad-ing Members of the Stock Exchanges and the DesignatedBraches of the SCSBs, as the case may be. The registrationof the Application by the Members of Consortium, TradingMembers of the Stock Exchanges and the Designated Brachesof the SCSBs, as the case may be, does not guarantee that theNCDs shall be allocated/ Allotted by our Company. Theacknowledgement will be non-negotiable and by itself will notcreate any obligation of any kind.

(g) Applications can be rejected on the technical grounds or if allrequired information is not provided or the Application Formis incomplete in any respect.

(h) The permission given by the Stock Exchanges to use theirnetwork and software of the online system should not in anyway be deemed or construed to mean that the compliance withvarious statutory and other requirements by our Company,the Lead Managers are cleared or approved by the Stock Ex-changes; nor does it in any manner warrant, certify or endorsethe correctness or completeness of any of the compliancewith the statutory and other requirements nor does it take anyresponsibility for the financial or other soundness of our Com-pany, the management or any scheme or project of our Com-pany; nor does it in any manner warrant, certify or endorse thecorrectness or completeness of any of the contents of theProspectus; nor does it warrant that the NCDs will be listed orwill continue to be listed on the Stock Exchanges.

(i) Only Applications that are uploaded on the online system ofthe Stock Exchanges shall be considered for allocation/ Allot-ment. The Members of Consortium, Trading Members of theStock Exchanges and the Designated Braches of the SCSBsshall capture all data relevant for the purposes of finalizing theBasis of Allotment while uploading Application data in theelectronic systems of the Stock Exchange. In order that thedata so captured is accurate the Members of Consortium, Trad-ing Members of the Stock Exchanges and the DesignatedBraches of the SCSBs will be given up to one Working Dayafter the Issue Closing Date to modify/ verify certain selectedfields uploaded in the online system during the Issue Periodafter which the data will be sent to the Registrar for reconcili-ation with the data available with the NSDL and CDSL.

REJECTION OF APPLICATIONApplications would be liable to be rejected on the technicalgrounds listed below or if all required information is not providedor the Application Form is incomplete in any respect. The Boardof Directors and/or Bond Issue Committee of our Company re-serves it’s full, unqualified and absolute right to accept or rejectany Application in whole or in part and in either case withoutassigning any reason thereof.Application may be rejected on one or more technical grounds,including but not restricted to:i. Applications submitted without payment of the entire Application Amount. How-

ever, our Company may allot NCDs up to the value of application monies paid, ifsuch application monies exceed the minimum application size as prescribed here-under;

ii. Applications not being signed by the sole/joint Applicant(s);iii. Investor Category in the Application Form not being ticked;iv. Application Amount paid being higher than the value of NCDs Applied for. How-

ever, our Company may allot NCDs up to the number of NCDs Applied for, if thevalue of such NCDs Applied for exceeds the minimum Application size;

v. Applications where a registered address in India is not provided for the Applicant;vi. In case of partnership firms, NCDs may be applied for in the names of the indi-

vidual partner(s) and no firm as such shall be entitled to apply for in its own name.However, a Limited Liability Partnership firm can apply in its own name;

vii. Application by persons not competent to contract under the Indian Contract Act,1872, as amended, except bids by Minors (applying through the guardian) havingvalid demat account as per demographic details provided by the Depository Par-ticipants;

viii. Minor Applicants (applying through the guardian) without mentioning the PANof the minor Applicant;

ix. PAN not mentioned in the Application Form, except for Applications by or onbehalf of the Central or State Government and the officials appointed by the courts



and by investors residing in the State of Sikkim, provided such claims have beenverified by the Depository Participants. In case of minor Applicants applyingthrough guardian, when PAN of the Applicant is not mentioned;

x. DP ID and Client ID not mentioned in the Application Form;xi. GIR number furnished instead of PAN;xii. Applications by OCBs;xiii. Applications for an amount below the minimum application size;xiv. Submission of more than five ASBA Forms per ASBA Account;xv. Applications by persons who are not eligible to acquire NCDs of our Company in

terms of applicable laws, rules, regulations, guidelines and approvals;xvi. In case of Applications under power of attorney or by limited companies, corporate,

trust etc., relevant documents are not submitted;xvii. Applications accompanied by Stockinvest/ money order/ postal order/ cash;xviii. Signature of sole Applicant missing, or in case of joint Applicants, the Application

Forms not being signed by the first Applicant (as per the order appearing in therecords of the Depository);

xix. Applications by persons debarred from accessing capital markets, by SEBI or anyother regulatory authority.

xx. Date of Birth for first/sole Applicant for persons applying for Allotment not men-tioned in the Application Form.

xxi. ASBA Application Forms not being signed by the ASBA Account holder, if theaccount holder is different from the Applicant or the signature of the ASBA Ac-count holder on the Application Form does not match with the signature availableon the Applicant’s bank records;

xxii. Application Forms submitted to the Members of Consortium, or Trading Mem-bers of the Stock Exchanges does not bear the stamp of the relevant Lead Manageror Trading Member of the Stock Exchange, as the case may be. ASBA Applicationssubmitted directly to the Designated Branches of the SCSBs does not bear thestamp of the SCSB and/or the Designated Branch and/or the Members of Consor-tium, or Trading Members of the Stock Exchange, as the case may be;

xxiii. ASBA Applications not having details of the ASBA Account to be blocked;xxiv. In case no corresponding record is available with the Depositories that matches

three parameters namely, DP ID, Client ID and PAN or if PAN is not available inthe Depository database;

xxv. With respect to ASBA Applications, inadequate funds in the ASBA Account toenable the SCSB to block the Application Amount specified in the ASBA Appli-cation Form at the time of blocking such Application Amount in the ASBA Ac-count or no confirmation is received from the SCSB for blocking of funds;

xxvi. With respect to ASBA Applications, the ASBA Account not having credit balanceto meet the Application Amounts or no confirmation is received from the SCSBfor blocking of funds;

xxvii. SCSB making an ASBA application (a) through an ASBA account maintainedwith its own self or (b) through an ASBA Account maintained through a differentSCSB not in its own name or (c) through an ASBA Account maintained througha different SCSB in its own name, where clear demarcated funds are not present or(d) through an ASBA Account maintained through a different SCSB in its ownname which ASBA Account is not utilised solely for the purpose of applying inpublic issues;

xxviii. Applications for amounts greater than the maximum permissible amount pre-scribed by the regulations and applicable law;

xxix. Applications where clear funds are not available in Escrow Accounts as per finalcertificates from Escrow Collection Banks;

xxx. Authorization to the SCSB for blocking funds in the ASBA Account not provided;xxxi. Applications by persons prohibited from buying, selling or dealing in shares, di-

rectly or indirectly, by SEBI or any other regulatory authority;xxxii. Applications by any person outside India;xxxiii. Applications by other persons who are not eligible to apply for NCDs under the

Issue under applicable Indian or foreign statutory/regulatory requirements;xxxiv. Applications not uploaded on the online platform of the Stock Exchange;xxxv. Applications uploaded after the expiry of the allocated time on the Issue Closing

Date, unless extended by the Stock Exchange, as applicable;xxxvi. Application Forms not delivered by the Applicant within the time prescribed as

per the Application Form and the Prospectus and as per the instructions in theApplication Form and the Prospectus;

xxxvii. Non- ASBA Applications accompanied by more than one payment instrument;xxxviii. Applications by Applicants whose demat accounts have been ‘suspended for

credit’ pursuant to the circular issued by SEBI on July 29, 2010 bearing numberCIR/MRD/DP/22/2010;

xxxix. Where PAN details in the Application Form and as entered into the electronicsystem of the Stock Exchange, are not as per the records of the Depositories;

xl. Applications for Allotment of NCDs in dematerialised form providing an inopera-tive demat account number;

xli. ASBA Applications submitted to the Members of Consortium, or Trading Mem-bers of the Stock Exchanges at locations other than the Specified Cities or at aDesignated Branch of a SCSB where the ASBA Account is not maintained;

xlii. ASBA Applications submitted directly to an Escrow Collecting Bank (assumingthat such bank is not a SCSB), to our Company or the Registrar to the Issue;

xliii. Applications tendered to the Trading Members of the Stock Exchanges at centersother than the centers mentioned in the Application Form;

xliv. Investor Category not ticked;xlv. Application Form accompanied with more than one cheque;xlvi. In case of cancellation of one or more orders (series) within an Application, leading

to total order quantity falling under the minimum quantity required for a singleApplication;

xlvii. Forms not uploaded on the electronic software of the Stock Exchange;xlviii. ASBA Application submitted directly to escrow banks who aren’t SCSBs; and/orxlix. Payment made through non CTS cheques.Kindly note that ASBA Applications submitted to the Members ofConsortium, or Trading Members of the Stock Exchanges at theSpecified Cities will not be accepted if the SCSB where the ASBAAccount, as specified in the ASBA Form, is maintained has notnamed at least one branch at that Specified City for the Membersof Consortium, or Trading Members of the Stock Exchange, asthe case may be, to deposit ASBA Applications (A list of suchbranches is available at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes).For information on certain procedures to be carried out by theRegistrar to the Offer for finalization of the basis of allotment,please refer to “- Information for Applicants” on page 204 of theProspectus.Information for ApplicantsIn case of ASBA Applications submitted to the SCSBs, in terms ofthe SEBI circular CIR/CFD/DIL/3/2010 dated April 22, 2010, theRegistrar to the Issue will reconcile the compiled data receivedfrom the Stock Exchanges and all SCSBs and match the same withthe Depository database for correctness of DP ID, Client ID andPAN. The Registrar to the Issue will undertake technical rejec-tions based on the electronic details and the Depository data-base. In case of any discrepancy between the electronic data andthe Depository records, our Company, in consultation with theDesignated Stock Exchange, the Lead Managers and the Regis-trar to the Issue, reserves the right to proceed as per the Deposi-tory records for such ASBA Applications or treat such ASBAApplications as rejected.In case of ASBA Applicants submitted to the Members of Con-sortium, and Trading Members of the Stock Exchanges at theSpecified Cities, the basis of allotment will be based on theRegistrar’s validation of the electronic details with the Deposi-tory records, and the complete reconciliation of the final certifi-cates received from the SCSBs with the electronic details in termsof the SEBI circular CIR/CFD/DIL/1/2011 dated April 29, 2011. The



Registrar to the Issue will undertake technical rejections based onthe electronic details and the Depository database. In case of anydiscrepancy between the electronic data and the Depositoryrecords, our Company, in consultation with the Designated StockExchange, the Lead Managers and the Registrar to the Issue,reserves the right to proceed as per the Depository records ortreat such ASBA Application as rejected.In case of non-ASBA Applications, the basis of allotment will bebased on the Registrar’s validation of the electronic details withthe Depository records, and the complete reconciliation of thefinal certificates received from the Escrow Collection Banks withthe electronic details in terms of the SEBI circular CIR/CFD/DIL/3/2010 dated April 22, 2010 and the SEBI circular CIR/CFD/DIL/1/2011 dated April 29, 2011. The Registrar will undertake technicalrejections based on the electronic details and the Depository da-tabase. In case of any discrepancy between the electronic dataand the Depository records, our Company, in consultation withthe Designated Stock Exchange, the Lead Managers and the Reg-istrar to the Issue, reserves the right to proceed as per the Deposi-tory records or treat such Applications as rejected.Based on the information provided by the Depositories, our Com-pany shall have the right to accept Applications belonging to anaccount for the benefit of a minor (under guardianship).In case of Applications for a higher number of NCDs than speci-fied for that category of Applicant, only the maximum amountpermissible for such category of Applicant will be considered forAllotment.Basis of Allotment for NCDsThe registrar will aggregate the applications based on theapplications received through an electronic book from the stockexchanges and determine the valid applications for the purpose ofdrawing the basis of allocation.Grouping of Applications and Allocation RatioFor the purposes of the Basis of Allotment:A. Applications received from Category I Applicants: Applications

received from Applicants belonging to Category I shall be groupedtogether (“QIB Portion”);

B. Applications received from Category II Applicants:Applications received from Applicants belonging to Category II,shall be grouped together (“Corporate Portion”);

C. Applications received from Category III Applicants:Applications received from Applicants belonging to CategoryIII shall be grouped together (“High Net Worth IndividualPortion”); and

D. Applications received from Category IV Applicants:Applications received from Applicants belonging to Category IVshall be grouped together (“Retail Individual Investor Portion”).

For removal of doubt, the terms “QIB Portion”, “Corporate Portion”,“High Net Worth Individual Portion” and “Retail Individual InvestorPortion” are individually referred to as a “Portion” and collectivelyreferred to as “Portions”.For the purposes of determining the number of NCDs availablefor allocation to each of the abovementioned Portions, ourCompany shall have the discretion of determining the number ofNCDs to be allotted over and above the Base Issue, in case ourCompany opts to retain any oversubscription in the Issue up to` 1,000 crores. The aggregate value of NCDs decided to beallotted over and above the Base Issue, (in case our Companyopts to retain any oversubscription in the Issue), and/or theaggregate value of NCDs up to the Base Issue Size shall becollectively termed as the “Overall Issue Size”.

Allocation RatioQIB Portion Corporate Portion High Net Worth

Individual Portion Retail Individual Investor Portion

10% of the Overall Issue Size




Basis of Allotment for NCDsa. Allotments in the first instance:i. Applicants belonging to the QIB Portion, in the first instance,

will be allocated NCDs up to 10% of Overall Issue Size on firstcome first served basis which would be determined on the basisof upload of their Applications on daily basis in to the elec-tronic book with Stock Exchange;

ii. Applicants belonging to the Corporate Portion, in the first in-stance, will be allocated NCDs up to 10% of Overall Issue Sizeon first come first served basis which would be determined onthe basis of upload of their Applications on daily basis in to theelectronic book with Stock Exchange;

iii. Applicants belonging to the High Net worth Individual Portion,in the first instance, will be allocated NCDs up to 40% of OverallIssue Size on first come first served basis which would be deter-mined on the basis of upload of their Applications on dailybasis in to the electronic book with Stock Exchange

iv. Applicants belonging to the Retail Individual Investor Portion,in the first instance, will be allocated NCDs up to 40% of OverallIssue Size on first come first served basis which would be deter-mined on the basis of upload of their Applications on dailybasis in to the electronic book with Stock Exchange;

b. Allotments, in consultation with the Designated Stock Ex-change, shall be made on date priority basis i.e. a first-comefirst-serve basis, based on the date of upload of each Applica-tion in to the Electronic Book with Stock Exchange, in eachPortion subject to the Allocation Ratio. However, on the date ofoversubscription, the allotments would be made to the appli-cants on proportionate basis.

Specific attention is drawn to the circular (No. CIR/IMD/DF/18/2013) dated October 29, 2013 issued by SEBI, which amends theprovisions of circular (No. CIR./IMD/DF-1/20/2012) dated July27, 2012 to the extent that it provides for allotment in public issuesof debt securities to be made on the basis of date of upload of eachapplication into the electronic book of the Stock Exchange, asopposed to the date and time of upload of each such application. Inthe event of, and on the date of oversubscription, however, allot-ments in public issues of debt securities is to be made on a propor-tionate basis.c. Under Subscription:Under subscription, if any, in any Portion, priority in allotments willbe given in the following order:i. Retail Individual Investor Portionii. High Net worth Individual Portioniii. Corporate Portioniv. QIB PortionWithin each Portion, priority in Allotments will be given on a first-come-first-serve basis, based on the date of upload of each Appli-cation into the electronic system of the Stock Exchange.d. For each Portion, all Applications uploaded in to the Electronic

Book with Stock Exchange would be treated at par with eachother. Allotment would be on proportionate basis, where NCDsuploaded into the platform of the Stock Exchange on a particu-lar date exceeds NCDs to be allotted for each Portion respec-tively.

e. Minimum allotment of 1 (one) NCD and in multiples of 1 (one)



NCD thereafter would be made in case of each valid Applica-tion.

f. Allotments in case of oversubscription: In case of an oversub-scription, allotments to the maximum extent, as possible, will bemade on a first-come first-serve basis and thereafter on propor-tionate basis, i.e. full allotment of NCDs to the Applicants on afirst come first basis up to the date falling 1 (one) day prior tothe date of oversubscription and proportionate allotment ofNCDs to the Applicants on the date of oversubscription (basedon the date of upload of each Application into the ElectronicBook with Stock Exchange, in each Portion).

g. Proportionate Allotments: For each Portion, on the date of over-subscription:

i) Allotments to the Applicants shall be made in proportion totheir respective Application size, rounded off to the nearestinteger,

ii) If the process of rounding off to the nearest integer results inthe actual allocation of NCDs being higher than the Issue size,not all Applicants will be allotted the number of NCDs arrived atafter such rounding off. Rather, each Applicant whose allot-ment size, prior to rounding off, had the highest decimal pointwould be given preference,

iii) In the event, there are more than one Applicant whose entitle-ment remain equal after the manner of distribution referred toabove, our Company will ensure that the basis of allotment isfinalized by draw of lots in a fair and equitable manner.

h. Applicant applying for more than one Series of NCDs: If anApplicant has applied for more than one series of NCDs, and incase such Applicant is entitled to allocation of only a part of theaggregate number of NCDs applied for, the Series-wise alloca-tion of NCDs to such Applicants shall be in proportion to thenumber of NCDs with respect to each Series, applied for bysuch Applicant, subject to rounding off to the nearest integer,as appropriate in consultation with Lead Managers and Desig-nated Stock Exchange.

In cases of odd proportion for allotment made for applications re-ceived on the date of over subscription and proportion is equalamong various options selected by the applicant, our Company inconsultation with the Lead Managers will allot the differential oneNCD in the order:(a) first with monthly interest payment; and(b) followed by annual interest payment in decreasing order of

tenor; and(c) further followed by payment on maturity options in decreasing

order of tenor.All decisions pertaining to the basis of allotment of NCDs pursuantto the Issue shall be taken by our Company in consultation with theLead Managers and the Designated Stock Exchange and in compli-ance with the aforementioned provisions of the Prospectus. Anyother queries / issues in connection with the Applications will beappropriately dealt with and decided upon by our Company inconsultation with the Lead Managers.Our Company shall allocate and allot Series V NCDs, respectively,wherein the Applicants have not indicated their choice of the rel-evant NCD series, or have applied for wrong series.Applications where the Application Amount received is greaterthan the minimum Application Amount, and the Application Amountpaid does not tally with the number of NCDs applied for may beconsidered for Allotment, to the extent of the Application Amountpaid rounded down to the nearest ` 1,000.Retention of oversubscriptionPublic issue by our Company of secured redeemable non-convert-

ible debentures of face value of ̀ 1,000 each, for an amount of up to` 1,000 crores with an option to retain over-subscription up to `1,000 crores for issuance of additional NCDs aggregating up to `2,000 crores.PAYMENT OF REFUNDSRefunds for Applicants other than ASBA ApplicantsWithin 12 Working Days of the Issue Closing Date, the Registrar tothe Issue will dispatch refund orders/ give instructions for elec-tronic refund, as applicable, of all amounts payable to unsuccessfulApplicants (other than ASBA Applicants) and also any excessamount paid on Application, after adjusting for allocation/ Allot-ment of NCDs.The Registrar to the Issue will obtain from the Depositories theApplicant’s bank account details, including the MICR code, on thebasis of the DP ID and Client ID provided by the Applicant in theirApplication Forms, for making refunds.For Applicants who receive refunds through ECS, direct credit,RTGS or NEFT, the refund instructions will be given to the clearingsystem within 12 Working Days from the Issue Closing Date. Asuitable communication shall be dispatched to the Applicants re-ceiving refunds through these modes, giving details of the bankwhere refunds shall be credited along with amount and expecteddate of electronic credit of refund. Such communication will bemailed to the addresses of Applicants, as per the DemographicDetails received from the Depositories.The Demographic Details would be used for mailing of the physicalrefund orders, as applicable.Mode of making refunds for Applicants other than ASBA Appli-cantsThe payment of refund, if any, for Applicants other than ASBAApplicants would be done through any of the following modes:1. Direct Credit – Applicants having bank accounts with the Re-

fund Bank(s), as per Demographic Details received from theDepositories, shall be eligible to receive refunds through directcredit. Charges, if any, levied by the Refund Bank(s) for thesame would be borne by our Company.

2. NACH – National Automated Clearing House which is a con-solidated system of ECS. Payment of refund would be donethrough NACH for Applicants having an account at one of thecentres specified by the RBI, where such facility has been madeavailable. This would be subject to availability of complete bankaccount details including Magnetic Ink Character Recognition(MICR) code wherever applicable from the depository. The pay-ment of refund through NACH is mandatory for Applicantshaving a bank account at any of the centres where NACH facil-ity has been made available by the RBI (subject to availabilityof all information for crediting the refund through NACH in-cluding the MICR code as appearing on a cheque leaf, from thedepositories), except where applicant is otherwise disclosed aseligible to get refunds through NEFT or Direct Credit or RTGS.

3. RTGS – Applicants having a bank account at any of the centreswhere such facility has been made available and whose refundamount exceeds ̀ 0.02 crores, have the option to receive refundthrough RTGS provided the Demographic Details downloadedfrom the Depositories contain the nine digit MICR code of theApplicant’s bank which can be mapped with the RBI data toobtain the corresponding Indian Financial System Code (IFSC).Charges, if any, levied by the Applicant’s bank receiving thecredit would be borne by the Applicant.

4. NEFT – Payment of refund shall be undertaken through NEFTwherever the Applicant’s bank has been assigned the IndianFinancial System Code (IFSC), which can be linked to a Mag-



netic Ink Character Recognition (MICR), if any, available to thatparticular bank branch. IFSC will be obtained from the websiteof RBI as on a date immediately prior to the date of payment ofrefund, duly mapped with MICR numbers. Wherever the Appli-cants have registered their nine digit MICR number and theirbank account number while opening and operating the demataccount, the same will be duly mapped with the IFSC of thatparticular bank branch and the payment of refund will be madeto the Applicants through this method. The process flow inrespect of refunds by way of NEFT is at an evolving stage,hence use of NEFT is subject to operational feasibility, cost andprocess efficiency. In the event that NEFT is not operationallyfeasible, the payment of refunds would be made through anyone of the other modes as discussed in the sections.

5. For all other Applicants, including those who have not updatedtheir bank particulars with the MICR code, the refund orderswill be dispatched through Speed Post or Registered Post. Suchrefunds will be made by cheques, pay orders or demand draftsdrawn on the relevant Refund Bank and payable at par at placeswhere Applications are received. Bank charges, if any, for cash-ing such cheques, pay orders or demand drafts at other centreswill be payable by the Applicants.

Mode of making refunds for ASBA ApplicantsIn case of ASBA Applicants, the Registrar shall instruct the rel-evant SCSB to unblock the funds in the relevant ASBA Account forwithdrawn, rejected or unsuccessful or partially successful ASBAApplications within 12 Working Days of the Issue Closing Date.TERMS OF THE ISSUEGENERAL TERMS OF THE ISSUEAuthority for the IssueThis Issue has been authorized by the Board of Directors of ourCompany pursuant to a resolution passed at their meeting held onAugust 13, 2018. Further, the present borrowing is within the bor-rowing limits under Section 180(1)(c) of the Companies Act, 2013duly approved by the shareholders’ vide their resolution approvedat the extraordinary general meeting dated August 1, 2018.Face ValueThe face value of each of the NCD shall be ̀ 1,000.Principal Terms & Conditions of this IssueThe NCDs being offered as part of the Issue are subject to theprovisions of the Debt Regulations, the Act, the Memorandum andArticles of Association of our Company, the terms of the DraftProspectus, the Prospectus, the Application Forms, the abridgedProspectus, the terms and conditions of the Debenture Trust Agree-ment and the Debenture Trust Deed, other applicable statutoryand/or regulatory requirements including those issued from time totime by SEBI/the Government of India/the Stock Exchanges, RBIand/or other statutory/regulatory authorities relating to the offer,issue and listing of securities and any other documents that may beexecuted in connection with the NCDs.Credit Rating and RationaleThe NCDs proposed to be issued under this Issue have been ratedCRISIL AAA/Stable (pronounced as CRISIL triple A rating withstable outlook) for an amount of ̀ 3,000 crores, by CRISIL Limitedvide their letter no. INDBIC/205111/NCD/111704279/4 dated Au-gust 16, 2018, CARE AAA; Stable (pronounced as triple A; out-look: stable) for an amount of ` 3,000 crores, by CARE RatingsLimited vide their letter no. CARE/HO/RL/2018-19/2539 dated Au-gust 14, 2018. The rating of NCDs by CRISIL indicate that instru-ments with this rating are considered to have the highest degree ofsafety regarding timely servicing of financial obligations. Such in-struments carry the lowest credit risk. For the rationale for these

ratings, see Annexure A & B of the Prospectus.Period of SubscriptionISSUE PROGRAMME*

ISSUE OPENS ON September 11, 2018ISSUE CLOSES ON September 28, 2018

* The Issue shall remain open for subscription on Working Days from 10a.m. to 5 p.m. during the period indicated above, except that the Issue mayclose on such earlier date or extended date as may be decided by the Boardof Directors of our Company or the Bond Issue Committee. In the event ofan early closure or extension of the Issue, our Company shall ensure thatnotice of the same is provided to the prospective investors through anadvertisement in a daily national newspaper with wide circulation on orbefore such earlier or initial date of Issue closure. On the Issue ClosingDate, the Application Forms will be accepted only between 10 a.m. and 3p.m. (Indian Standard Time) and uploaded until 5 p.m. or such extendedtime as may be permitted by the Stock Exchanges.Applications Forms for the Issue will be accepted only between10.00 a.m. and 5.00 p.m. (Indian Standard Time) or such extendedtime as may be permitted by the Stock Exchange, during the IssuePeriod as mentioned above on all days between Monday and Fri-day (both inclusive barring public holiday), (i) by the Lead Manag-ers or the Trading Members of the Stock Exchange, as the casemaybe, at the centers mentioned in Application Form through thenon-ASBA mode or, (ii) in case of ASBA Applications, (a) directlyby the Designated Branches of the SCSBs or (b) by the centers ofthe Lead Managers or the Trading Members of the Stock Exchange,as the case maybe, only at the Selected Cities. On the Issue ClosingDate Application Forms will be accepted only between 10.00 a.m.and 3.00 p.m. (Indian Standard Time) and uploaded until 5.00 p.m. orsuch extended time as may be permitted by the Stock Exchange.Due to limitation of time available for uploading the Applicationson the Issue Closing Date, Applicants are advised to submit theirApplication Forms one day prior to the Issue Closing Date and, nolater than 3.00 p.m. (Indian Standard Time) on the Issue ClosingDate. Applicants are cautioned that in the event a large number ofApplications are received on the Issue Closing Date, there may besome Applications which are not uploaded due to lack of sufficienttime to upload. Such Applications that cannot be uploaded will notbe considered for allocation under the Issue. Application Formswill only be accepted on Working Days during the Issue Period.Neither our Company, nor the Lead Managers or Trading Mem-bers of the Stock Exchanges are liable for any failure in uploadingthe Applications due to failure in any software/ hardware systemsor otherwise. Please note that the Basis of Allotment under theIssue will be on a date priority basis in accordance with SEBICircular dated October 29, 2013.Application SizeEach application should be for a minimum of ten (10) NCDs andmultiples of one (1) NCD thereafter. The minimum application sizefor each application for NCDs would be ̀ 10,000 (across all Optionsof NCDs) and in multiples of ̀ 1,000 thereafter.Applicants can apply for any or all types of NCDs offered hereunder(any/all series) provided the Applicant has applied for minimumapplication size using the same Application Form.Applicants are advised to ensure that applications made by them donot exceed the investment limits or maximum number of NCDs thatcan be held by them under applicable statutory and or regulatoryprovisions.INTERESTSeries I NCDsSeries I NCDs shall be redeemed at ̀ 1,181.30 per NCD for NCDHolders in Category I and II, at the end of two years from the



Deemed Date of Allotment.Series I NCDs shall be redeemed at ̀ 1,183.47 per NCD for NCDHolders in Category III and IV, at the end of two years from theDeemed Date of Allotment.Series II NCDsSeries II NCDs shall be redeemed at ̀ 1,288.21 per NCD for NCDHolders in Category I and II, at the end of three years from theDeemed Date of Allotment.Series II NCDs shall be redeemed at ̀ 1,291.77 per NCD for NCDHolders in Category III and IV, at the end of three years from theDeemed Date of Allotment.Series III NCDsIn case of Series III NCDs, interest would be paid annually on anActual/ Actual basis at the coupon rate of 8.80% for the NCD Holdersin Category I and II, on the amount outstanding from time to time,commencing from the Deemed Date of Allotment.In case of Series III NCDs, interest would be paid annually on anActual/ Actual basis at the coupon rate of 8.90% for the NCD Holdersin Category III and IV, on the amount outstanding from time to time,commencing from the Deemed Date of Allotment.Series III NCDs shall be redeemed at the Face Value along with theinterest accrued thereon, if any, at the end of three years from theDeemed Date of Allotment.Series IV NCDsIn case of Series IV NCDs, interest would be paid monthly on anActual/ Actual basis at the coupon rate of 8.57% for the NCD Holdersin Category I and II, on the amount outstanding from time to time,commencing from the Deemed Date of Allotment.In case of Series IV NCDs, interest would be paid monthly on anActual/ Actual basis at the coupon rate of 8.66% for the NCD Holdersin Category III and IV, on the amount outstanding from time to time,commencing from the Deemed Date of Allotment.Series IV NCDs shall be redeemed at the Face Value along with theinterest accrued thereon, if any, at the end of five years from the DeemedDate of Allotment.Series V NCDsIn case of Series V NCDs, interest would be paid annually on an Ac-tual/ Actual basis at the coupon rate of 8.90% for the NCD Holders inCategory I and II, on the amount outstanding from time to time, com-mencing from the Deemed Date of Allotment.In case of Series V NCDs, interest would be paid annually on an Ac-tual/ Actual basis at the coupon rate of 9.00% for the NCD Holders inCategory III and IV, on the amount outstanding from time to time,commencing from the Deemed Date of Allotment.Series V NCDs shall be redeemed at the Face Value along with theinterest accrued thereon, if any, at the end of five years from the DeemedDate of Allotment.Series VI NCDsIn case of Series VI NCDs, interest would be paid monthly on anActual/ Actual basis at the coupon rate of 8.75% for the NCD Holdersin Category I and II, on the amount outstanding from time to time,commencing from the Deemed Date of Allotment.In case of Series VI NCDs, interest would be paid monthly on anActual/ Actual basis at the coupon rate of 8.84% for the NCD Holdersin Category III and IV, on the amount outstanding from time to time,commencing from the Deemed Date of Allotment.Series VI NCDs shall be redeemed at the Face Value along with theinterest accrued thereon, if any, at the end of ten years from the DeemedDate of Allotment.Series VII NCDsIn case of Series VII NCDs, interest would be paid annually on an

Actual/ Actual basis at the coupon rate of 9.10% for the NCD Holdersin Category I and II, on the amount outstanding from time to time,commencing from the Deemed Date of Allotment.In case of Series VII NCDs, interest would be paid annually on anActual/ Actual basis at the coupon rate of 9.20% for the NCD Holdersin Category III and IV, on the amount outstanding from time to time,commencing from the Deemed Date of Allotment.Series VII NCDs shall be redeemed at the Face Value along with theinterest accrued thereon, if any, at the end of ten years from the DeemedDate of Allotment.Basis of payment of InterestThe Tenor, Coupon Rate / Yield and Redemption Amount applicablefor each Series of NCDs shall be determined at the time of Allotment ofNCDs. NCDs once allotted under any particular Series of NCDs shallcontinue to bear the applicable Tenor, Coupon/Yield and RedemptionAmount as at the time of original Allotment irrespective of the categoryof NCD Holder on any record date, and such tenor, coupon/yield andredemption amount as at the time of original allotment will not beimpacted by trading of any series of NCDs between the categories ofpersons or entities in the secondary market.We may enter into an arrangement with one or more banks in one ormore cities for direct credit of interest to the account of the Investors.In such cases, interest, on the interest payment date, would be directlycredited to the account of those Investors who have given their bankmandate.We may offer the facility of NACH, NEFT, RTGS, Direct Credit and anyother method permitted by RBI and EBI from time to time to help NCDHolders. The terms of this facility (including towns where this facilitywould be available) would be as prescribed by RBI. Please see “-Manner of Payment of Interest/ Refund” on page 176 of the Prospec-tus.Interest on Application AmountInterest on application amounts received which are used towards al-lotment of NCDsOur Company shall pay interest on application amount to successfulapplicants, as per the effective yield applicable to the relevant series ofNCD (as per the Category of the Investor), allotted to the Applicants,other than to ASBA Applicants, subject to deduction of income taxunder the provisions of the Income Tax Act, 1961, as amended, asapplicable, to any Applicants to whom NCDs are allotted pursuant toIssue from the date of realization of the cheque(s)/demand draft(s) upto one day prior to the Deemed Date of Allotment. In the event thatsuch date of realization of the cheque(s)/ demand draft(s) is notascertainable in terms of banking records, we shall pay interest onApplication Amounts on the amount Allotted from three WorkingDays from the date of upload of each Application on the electronicApplication platform of the BSE and NSE up to one day prior to theDeemed Date of Allotment.Our Company may enter into an arrangement with one or more banks inone or more cities for direct credit of interest to the account of theApplicants. Alternatively, the interest warrant will be dispatched alongwith the Letter(s) of Allotment/ NCD Certificates at the sole risk of theApplicant, to the sole/first Applicant.TDS on Interest on Application AmountInterest on Application Amount is subject to deduction of income tax(including TDS) under the provisions of the Income Tax Act or anyother statutory modification or re-enactment thereof, asapplicable. Tax exemption certificate/declaration of non-deduction oftax at source on interest on Application Amount, if any, should besubmitted along with the Application Form.



Interest on application amounts received which are liable to be re-funded:Our Company shall pay interest on application amount at the rate of6%, on all valid applications which is liable to be refunded to theApplicants, other than to ASBA Applicants, in accordance with theprovisions of the SEBI Debt Regulations and/or the Companies Act2013, or other applicable statutory and/or regulatory requirements,subject to deduction of income tax under the provisions of the IncomeTax Act, 1961, as amended, as applicable, to any Applicants to whomNCDs are allotted pursuant to the Issue from the date of realization ofthe cheque(s)/demand draft(s) up to one day prior to the Deemed Dateof Allotment. In the event that such date of realization of the cheque(s)/demand draft(s) is not ascertainable in terms of banking records, weshall pay interest on Application Amounts on the amount Allottedfrom three Working Days from the date of upload of each Applicationon the electronic Application platform of the BSE and NSE up to oneday prior to the Deemed Date of Allotment, at the rate as specified inthe Prospectus. Such interest shall be paid along with the monies liableto be refunded. Interest warrant will be dispatched / credited (in case ofelectronic payment) along with the Letter(s) of Refund at the sole riskof the Applicant, to the sole/first Applicant.In the event our Company does not receive a minimum subscription, asspecified in the Prospectus on the date of closure of the Issue, ourCompany shall pay interest on application amount which is liable to berefunded to the Applicants, other than to ASBA Applicants, in accor-dance with the provisions of the Debt Regulations and/or the Compa-nies Act, 2013, or other applicable statutory and/or regulatory require-ments, subject to deduction of income tax under the provisions of theIncome Tax Act, 1961, as amended, as applicable, from the date ofrealization of the cheque(s)/demand draft(s) or 3 (three) days from thedate of receipt of the application (being the date of upload of eachapplication on the electronic platform of the Stock Exchange) which-ever is later and up to the date of closure of the Issue at the rate of 15%per annum. Such interest shall be paid along with the monies liable tobe refunded. Interest warrant will be dispatched / credited (in case ofelectronic payment) to the account of the Applicants, other than ASBAApplicants, as mentioned in the depositary records along with theLetter(s) of Refund at the sole risk of the applicant, to the sole/firstapplicant.Provided that, notwithstanding anything contained hereinabove, ourCompany shall not be liable to pay any interest on monies liable to berefunded in case of (a) invalid applications or applications liable to berejected, (b) applications which are withdrawn by the Applicant and/or(c) monies paid in excess of the amount of NCDs applied for in theApplication Form. Please refer to “Issue Procedure- Rejection of Ap-plications” at page 202 of the Prospectus.Terms of PaymentThe entire issue price of `̀̀̀̀ 1,000 per NCD is payable onapplication itself. In case of allotment of lesser number of NCDs thanthe number of NCDs applied for, our Company shall refund the excessamount paid on application to the Applicant in accordance with theterms of the Prospectus. For further details, please see paragraph on“Interest on Application Amount” on page 175 of the Prospectus.Manner of Payment of Interest / Refund / RedemptionThe manner of payment of interest / refund / redemption in connectionwith the NCDs is set out below:For NCDs held in physical form on account of rematerialsationThe bank details will be obtained from the Registrar to the Issue forpayment of interest / refund / redemption as the case may be along withthe rematerlisation request.For NCDs applied / held in electronic form:The bank details will be obtained from the Depositories for payment ofInterest / refund / redemption as the case may be. Applicants who have

applied for or are holding the NCDs in electronic form, are advised toimmediately update their bank account details as appearing on therecords of the depository participant. Please note that failure to do socould result in delays in credit of refunds to the Applicant at theApplicant’s sole risk, and the Lead Managers, our Company nor theRegistrar to the Issue shall have any responsibility and undertake anyliability for the same.The mode of interest / refund / redemption payments shall be under-taken in the following order of preference:1. Direct Credit

Investors having their bank account with the Refund Bank, shallbe eligible to receive refunds, if any, through direct credit. Therefund amount, if any, would be credited directly to their bankaccount with the Refund Banker.

2. NACHNational Automated Clearing House which is a consolidated sys-tem of ECS. Payment of refund would be done through NACH forApplicants having an account at one of the centres specified bythe RBI, where such facility has been made available. This wouldbe subject to availability of complete bank account details includ-ing Magnetic Ink Character Recognition (MICR) code whereverapplicable from the depository. The payment of refund throughNACH is mandatory for Applicants having a bank account at anyof the centres where NACH facility has been made available by theRBI (subject to availability of all information for crediting the re-fund through NACH including the MICR code as appearing on acheque leaf, from the depositories), except where applicant is oth-erwise disclosed as eligible to get refunds through NEFT or DirectCredit or RTGS.

3. RTGSApplicants having a bank account with a participating bank andwhose interest payment/ refund/ redemption amounts exceed `200,000, or such amount as may be fixed by RBI from time to time,have the option to receive refund through RTGS. Such eligibleApplicants who indicate their preference to receive interest pay-ment/ refund/ redemption through RTGS are required to providethe IFSC code in the Application Form or intimate our Companyand the Registrar to the Issue at least seven days prior to theRecord Date. Charges, if any, levied by the Applicant’s bank re-ceiving the credit would be borne by the Applicant. In the eventthe same is not provided, interest payment/ refund/ redemptionshall be made through NACH subject to availability of completebank account details for the same as stated above.

4. NEFTPayment of interest/ refunds/ redemption shall be undertakenthrough NEFT wherever the Applicants’ banks have been assignedthe Indian Financial System Code (“IFSC”), which can be linked toa Magnetic Ink Character Recognition (“MICR”), if any, availableto that particular bank branch. The IFSC Code will be obtained fromthe website of RBI as on a date immediately prior to the date ofpayment of refund, duly mapped with MICR numbers. Whereverthe Applicants have registered their nine digit MICR number andtheir bank account number while opening and operating the demataccount, the same will be duly mapped with the IFSC Code of thatparticular bank branch and the payment of interest/ refund/ re-demption will be made to the applicants through this method.

5. Registered Post/Speed PostFor all other applicants, including those who have not updatedtheir bank particulars with the MICR code, the interest payment /refund / redemption orders shall be dispatched through speedpost/ registered post.

Please note that applicants are eligible to receive payments throughthe modes detailed in (1), (2) (3), and (4) herein above provided they



provide necessary information for the above modes and where suchpayment facilities are allowed / available.Please note that our Company shall not be responsible to the holder ofNCD, for any delay in receiving credit of interest / refund / redemptionso long as our Company has initiated the process of such request intime.In case of ASBA Applicants, the Registrar to the Issue will issue requi-site instructions to the relevant SCSBs to un-block amounts in theASBA Accounts of the Applicants representing the amounts to berefunded to the Applicants.Refunds for Applicants other than ASBA ApplicantsWithin 12 Working Days of the Issue Closing Date, the Registrar to theIssue will dispatch refund orders/issue instructions for electronic re-fund, as applicable, of all amounts payable to unsuccessful Applicants(other than ASBA Applicants) and also any excess amount paid onApplication, after adjusting for allocation/Allotment of NCDs. Appli-cants who have applied for Allotment of NCDs in dematerialized form,the Registrar to the Issue will obtain from the Depositories theApplicant’s bank account details, including the MICR code, on thebasis of the DP ID and Client ID provided by the Applicant in theirApplication Forms, for making refunds. For Applicants who receiverefunds through ECS, direct credit, RTGS or NEFT, the refund instruc-tions will be issued to the clearing system within 12 Working Days ofthe Issue Closing Date. A suitable communication will be dispatched tothe Applicants receiving refunds through these modes, giving detailsof the amount and expected date of electronic credit of refund. Suchcommunication will be mailed to the addresses (in India) of Applicants,as per Demographic Details received from the Depositories. The De-mographic Details would be used for mailing of the physical refundorders. Investors who have applied for NCDs in electronic form, areadvised to immediately update their bank account details as appearingon the records of their Depository Participant. Failure to do so couldresult in delays in credit of refund to the investors at their sole risk andneither the Lead Managers nor our Company shall have any responsi-bility and undertake any liability for such delays on part of the inves-tors.Printing of Bank Particulars on Interest WarrantsAs a matter of precaution against possible fraudulent encashment ofrefund orders and interest/redemption warrants due to loss or mis-placement, the particulars of the Applicant’s bank account are manda-torily required to be given for printing on the orders/ warrants. Inrelation to NCDs applied and held in dematerialized form, these particu-lars would be taken directly from the depositories. In case of NCDsheld in physical form either on account of rematerialisation or transfer,the investors are advised to submit their bank account details with ourCompany / Registrar at least 7 (seven) days prior to the Record Datefailing which the orders / warrants will be dispatched to the postaladdress of the holder of the NCDs as available in the records of ourCompany. Bank account particulars will be printed on the orders/ war-rants which can then be deposited only in the account specified.Record Date15 (fifteen) days prior to the relevant Interest Payment Date, relevantRedemption Date for NCDs issued under the Prospectus or as may beotherwise prescribed by the Stock Exchanges. In case of redemption ofNCDs, the trading in the NCDs shall remain suspended between therecord date and the date of redemption. In event the Record Date fallson a Sunday or holiday of Depositories, the succeeding working dayor a date notified by the Company to the Stock Exchanges shall beconsidered as Record Date.Day Count ConventionInterest shall be computed on actual/actual basis i.e. on the principaloutstanding on the NCDs as per the SEBI Circular bearing no. CIR/IMD/DF/18/2013 dated October 29, 2013 and the SEBI Circular No.

CIR/IMD/DF-1/122/2016 dated November 11, 2016.Effect of holidays on paymentsIf the date of payment of interest does not fall on a Working Day, thenthe interest payment will be made on succeeding Working Day (the“Effective Date”), however the calculation for payment of interest willbe only till the originally stipulated Interest Payment Date. The dates ofthe future interest payments would be as per the originally stipulatedschedule. Payment of interest will be subject to the deduction of tax asper Income Tax Act or any statutory modification or re-enactment thereoffor the time being in force. In case the Maturity Date (also being the lastInterest Payment Date) does not fall on a Working Day, the paymentwill be made on the immediately preceding Working Day, along withcoupon/interest accrued on the NCDs until but excluding the date ofsuch payment. The interest/redemption payments shall be made onlyon the days when the money market is functioning in Mumbai.ISSUANCE OF ALLOTMENT ADVICEWith respect to Applicants other than ASBA Applicants, our Com-pany shall (i) ensure dispatch of Allotment Advice/ intimation within 12Working Days of the Issue Closing Date, and (ii) give instructions forcredit of NCDs to the beneficiary account with Depository Partici-pants, for successful Applicants who have been allotted NCDs indematerialized form, within 12 Working Days of the Issue Closing Date.The Allotment Advice for successful Applicants who have been allot-ted NCDs in dematerialized form will be mailed to their addresses as perthe Demographic Details received from the Depositories.With respect to the ASBA Applicants, our Company shall ensure dis-patch of Allotment Advice and/ or give instructions for credit of NCDsto the beneficiary account with Depository Participants within 12Working Days of the Issue Closing Date. The Allotment Advice forsuccessful ASBA Applicants will be mailed to their addresses as perthe Demographic Details received from the Depositories.Our Company shall use best efforts to ensure that all steps for comple-tion of the necessary formalities for commencement of trading at theStock Exchanges where the NCDs are proposed to be listed are takenwithin 12 Working Days from the Issue Closing Date.Allotment Advices shall be issued, or Application Amount shall berefunded within fifteen days from the Issue Closing Date or such lessertime as may be specified by SEBI or else the application amount shallbe refunded to the applicants forthwith, failing which interest shall bedue to be paid to the applicants at the rate of fifteen per cent. per annumfor the delayed periodOur Company will provide adequate funds required for dispatch ofrefund orders and Allotment Advice, as applicable, to the Registrar tothe Issue.Transfer/Transmission of NCD(s)The NCDs shall be transferred or transmitted freely in accordance withthe applicable provisions of the Companies Act, 2013. The NCDs heldin dematerialized form shall be transferred subject to and in accordancewith the rules/procedures as prescribed by NSDL/CDSL and the rel-evant DPs of the transfer or transferee and any other applicable lawsand rules notified in respect thereof. The transferee(s) should ensurethat the transfer formalities are completed prior to the Record Date.In the absence of the same, interest will be paid/redemption will bemade to the person, whose name appears in the register of debentureholders maintained by the Depositories. In such cases, claims, if any,by the transferees would need to be settled with the transferor(s) andnot with the Issuer or Registrar. The seller should give delivery instruc-tions containing details of the buyer’s DP account to his depositoryparticipant.Please see “Issue Structure – Interest rate for each category of inves-tor” on page 162 of the Prospectus for the implications on the interestapplicable to NCDs held by different category of Investors on the



Record Date. Pursuant to the SEBI (Listing Obligations and DisclosureRequirments) (Fourth Amendment) Regulations, 2018 (“SEBI LODRIV Amendment”), NCDs held in physical form, pursuant to anyrematerialisation, as above, cannot be transferred except by way oftransmission or transposition, from December 4, 2018. However, anytrading of the NCDs issued pursuant to this Issue shall be compulso-rily in dematerialized form only.TitleIn case of:• NCDs held in the dematerialised form, the person for the time being

appearing in the register of beneficial owners maintained by theDepository; and

• the NCDs held in physical form, pursuant to any rematerialisation,the person for the time being appearing in the register of NCDHolders as NCD holder,

shall be treated for all purposes by our Company, the Debenture Trustee,the Depositories and all other persons dealing with such person as theholder thereof and its absolute owner for all purposes whether or not itis overdue and regardless of any notice of ownership, trust or anyinterest in it or any writing on, theft or loss of the Consolidated NCDCertificates issued in respect of the NCDs and no person will be liablefor so treating the NCD holder.No transfer of title of a NCD will be valid unless and until entered on theregister of NCD holders or the register of beneficial owners maintainedby the Depository prior to the Record Date. In the absence of transferbeing registered, interest and/or maturity amount, as the case may be,will be paid to the person, whose name appears first in the register ofthe NCD Holders maintained by the Depositories and/or our Companyand/or the Registrar, as the case may be. In such cases, claims, if any,by the purchasers of the NCDs will need to be settled with the seller ofthe NCDs and not with our Company or the Registrar. The provisionsrelating to transfer and transmission and other related matters in re-spect of our Company’s shares contained in the Articles of Associa-tion of our Company and the Companies Act/ the relevant provisionsof the Companies Act, 2013 applicable as on the date of the Prospectusshall apply, mutatis mutandis (to the extent applicable) to the NCD(s)as well.The normal procedure followed for transfer of securities held indematerialised form shall be followed for transfer of the NCDs held inelectronic form. The seller should give delivery instructions containingdetails of the buyer’s Depository Participant account to his depositoryparticipant.TaxationAs per clause (ix) of Section 193 of the I.T. Act, no tax is required to bewithheld on any interest payable on any security issued by a company,where such security is in dematerialized form and is listed on a recog-nized stock exchange in India in accordance with the Securities Con-tracts (Regulation) Act, 1956 (42 of 1956) and the rules made thereun-der. Accordingly, no tax will be deducted at source from the interest onlisted NCDs held in the dematerialised form.However in case of NCDs held in physical form, as per the currentprovisions of the IT Act, tax will not be deducted at source from inter-est payable on such NCDs held by the investor, if such interest doesnot exceed `5,000 in any financial year. If interest exceeds the pre-scribed limit of ̀ 5,000 on account of interest on the NCDs, then the taxwill be deducted at applicable rate. However in case of NCD Holdersclaiming non-deduction or lower deduction of tax at source, as the casemay be, the NCD Holder should furnish either (a) a declaration (induplicate) in the prescribed form i.e. (i) Form 15H which can be given byindividuals who are of the age of 60 years or more (ii) Form 15G whichcan be given by all applicants (other than companies, and firms), or (b)a certificate, from the Assessing Officer which can be obtained by allapplicants (including companies and firms) by making an application

in the prescribed form i.e. Form No.13. The aforesaid documents, asmay be applicable, should be submitted at the office of the Registrarquoting the name of the sole/ first NCD Holder, NCD folio number andthe distinctive number(s) of the NCD held, at least seven days prior tothe Record Date to ensure non-deduction/lower deduction of tax atsource from interest on the NCD. The investors need to submit Form15H/ 15G/certificate in original with the Assessing Officer for eachfinancial year during the currency of the NCD to ensure non-deductionor lower deduction of tax at source from interest on the NCD.Any tax exemption certificate/document, if any, must be lodged at theoffice of the Registrar at least seven days prior to the Record Date or asspecifically required, failing which tax applicable on interest will bededucted at source on accrual thereof in our Company’s books and/oron payment thereof, in accordance with the provisions of the IT Actand/or any other statutory modification, enactment or notification asthe case may be. A tax deduction certificate will be issued for theamount of tax so deducted.Subject to the terms and conditions in connection with computationof applicable interest on the Record Date, please note that in case theNCDs are transferred and/or transmitted in accordance with theprovisions of the Prospectus read with the provisions of the Articles ofAssociation of our Company, the transferee of such NCDs or thedeceased holder of NCDs, as the case may be, shall be entitled to anyinterest which may have accrued on the NCDs.ANY OTHER INFORMATIONWithdrawal of Applications during the Issue PeriodWithdrawal of ASBA ApplicationsASBA Applicants can withdraw their ASBA Applications during theIssue Period by submitting a request for the same to Consortium Mem-ber, Trading Member of the Stock Exchanges or the Designated Branch,as the case may be, through whom the ASBA Application had beenplaced. In case of ASBA Applications submitted to the ConsortiumMember, or Trading Members of the Stock Exchanges at the SpecifiedCities, upon receipt of the request for withdrawal from the ASBA Appli-cant, the relevant Consortium Member, or Trading Member of theStock Exchange, as the case may be, shall do the requisite, includingdeletion of details of the withdrawn ASBA Application Form from theelectronic system of the Stock Exchange. In case of ASBA Applica-tions submitted directly to the Designated Branch of the SCSB, uponreceipt of the request for withdraw from the ASBA Applicant, the rel-evant Designated Branch shall do the requisite, including deletion ofdetails of the withdrawn ASBA Application Form from the electronicsystem of the Stock Exchanges and unblocking of the funds in theASBA Account directly.Withdrawal of Non-ASBA ApplicationsNon-ASBA Applicants can withdraw their Applications during theIssue Period by submitting a request for the same to Consortium Mem-ber, or Trading Member of the Stock Exchange, as the case may be,through whom the Application had been placed. Upon receipt of therequest for withdrawal from the Applicant, the relevant ConsortiumMember, or Trading Member of the Stock Exchange, as the case maybe, shall do the requisite, including deletion of details of the withdrawnNon-ASBA Application Form from the electronic system of the StockExchange.Withdrawal of Applications after the Issue PeriodIn case an Applicant wishes to withdraw the Application after theIssue Closing Date, the same can be done by submitting a withdrawalrequest to the Registrar to the Issue prior to the finalization of the Basisof Allotment.Revision of ApplicationsAs per the notice No: 20120831-22 dated August 31, 2012 issued by theBSE and notice No: NSE/CML/2012/0672 dated August 7, 2012 issuedby NSE, cancellation of one or more orders (series) within an Applica-



tion is permitted during the Issue Period as long as the total orderquantity does not fall under the minimum quantity required for a singleApplication. Please note that in case of cancellation of one or moreorders (series) within an Application, leading to total order quantityfalling under the minimum quantity required for a single Applicationwill be liable for rejection by the Registrar.Applicants may revise/ modify their Application details during theIssue Period, as allowed/permitted by the stock exchange(s), by sub-mitting a written request to the Consortium Member / Trading Mem-bers of the Stock Exchange/ the SCSBs, as the case may be. However,for the purpose of Allotment, the date of original upload of the Applica-tion will be considered in case of such revision/modification. In case ofany revision of Application in connection with any of the fields whichare not allowed to be modified on the electronic Application platform ofthe Stock Exchange(s) as per the procedures and requirements pre-scribed by each relevant Stock Exchange, Applicants should ensurethat they first withdraw their original Application and submit a freshApplication. In such a case the date of the new Application will beconsidered for date priority for Allotment purposes.Revision of Applications is not permitted after the expiry of the time foracceptance of Application Forms on Issue Closing Date. However, inorder that the data so captured is accurate, the Consortium Member,Trading Members of the Stock Exchanges and the Designated Branchesof the SCSBs will be given up to one Working Day after the IssueClosing Date to modify/ verify certain selected fields uploaded in theonline system during the Issue Period, after which the data will be sentto the Registrar for reconciliation with the data available with the NSDLand CDSL.OTHER INSTRUCTIONSRights of NCD HoldersSome of the significant rights available to the NCD Holders are asfollows:1. The NCDs shall not, except as provided in the Companies Act,

2013, our Memorandum and Articles of Association and/or theDebenture Trust Deed, confer upon the holders thereof any rightsor privileges available to our Company’s members/shareholdersincluding, without limitation, the right to receive notices or annualreports of, or to attend and/or vote at any general meeting of ourCompany’s members/shareholders. However, if any resolution af-fecting the rights attached to the NCDs is to be placed before themembers/shareholders of our Company, the said resolution willfirst be placed before the concerned registered NCD Holders, fortheir consideration. In terms of Section 136 (1) of the CompaniesAct, 2013, holders of NCDs shall be entitled to a copy of the bal-ance sheet and copy of trust deed on a specific request made to ourCompany.

2. Subject to applicable statutory/regulatory requirements and termsof the Debenture Trust Deed, including requirements of the RBI,the rights, privileges and conditions attached to the NCDs may bevaried, modified and/or abrogated with the consent in writing ofthe holders of at least three-fourths of the outstanding amount ofthe NCDs or with the sanction of a special resolution passed at ameeting of the concerned NCD Holders, provided that nothing insuch consent or resolution shall be operative against us, wheresuch consent or resolution modifies or varies the terms and condi-tions governing the NCDs, if the same are not acceptable to us.

3. Subject to applicable statutory/regulatory requirements and termsof the Debenture Trust Deed, the registered NCD Holder or in caseof joint-holders, the one whose name stands first in the register ofdebenture holders shall be entitled to vote in respect of such NCDs,either in person or by proxy, at any meeting of the concerned NCDHolders and every such holder shall be entitled to one vote on ashow of hands and on a poll, his/her voting rights on every resolu-

tion placed before such meeting of the NCD Holders shall be inproportion to the outstanding nominal value of NCDs held by him/her.

4. The NCDs are subject to the provisions of the Debt Regulations,the Companies Act, 2013, the Memorandum and Articles of Asso-ciation of our Company, the terms of the Draft Prospectus, theProspectus, the Application Forms, the terms and conditions ofthe Debenture Trust Deed, requirements of the RBI, other appli-cable statutory and/or regulatory requirements relating to the is-sue and listing, of securities and any other documents that may beexecuted in connection with the NCDs.

5. The Depositories shall maintain the up to date record of holders ofthe NCDs in dematerialized Form. In terms of Section 88(3) of theCompanies Act, 2013, the register and index of beneficial of NCDsmaintained by a Depository for any NCD in dematerialized formunder Section 11 of the Depositories Act shall be deemed to be aRegister of NCD holders for this purpose.

6. A register of NCD Holders holding NCDs in physical form pursu-ant to rematerialisation (“Register of NCD Holders”) will be main-tained in accordance with Section 88 of the Companies Act, 2013and all interest and principal sums becoming due and payable inrespect of the NCDs will be paid to the registered holder thereof forthe time being or in the case of joint-holders, to the person whosename stands first in the Register of NCD Holders as on the RecordDate. For the NCDs issued in dematerialized form, the Depositoriesshall also maintain the up to date record of holders of the NCDs indematerialized Form. In terms of Section 88(3) of the CompaniesAct, 2013, the register and index of beneficial of NCDs maintainedby a Depository for any NCDs in dematerialized form under Sec-tion 11 of the Depositories Act shall be deemed to be a Register ofNCD holders for this purpose.

7. Subject to compliance with RBI requirements, the NCDs can berolled over only with the consent of the holders of at least 75% ofthe outstanding amount of the NCDs after providing at least 21days prior notice for such roll over and in accordance with the SEBIDebt Regulations. Our Company may redeem the debt securities ofall the debt securities holders, who have not given their positiveconsent to the roll-over.

The aforementioned rights of the NCD Holders are merely indicative.The final rights of the NCD Holders will be as per the terms of theProspectus and the Debenture Trust Deed.Nomination facility to NCD HolderIn accordance with Rule 19 of the Companies (Share Capital and De-bentures) Rules, 2014 (“Rule 19”) and the Companies Act, 2013, thesole NCD holder, or first NCD holder, along with other joint NCD Hold-ers’ (being individual(s)), may nominate, in the Form No. SH.13, anyone person with whom, in the event of the death of Applicant theNCDs were Allotted, if any, will vest. Where the nomination is made inrespect of the NCDs held by more than one person jointly, all jointholders shall together nominate in Form No.SH.13 any person asnominee. A nominee entitled to the NCDs by reason of the death of theoriginal holder(s), will, in accordance with Rule 19 and Section 56 of theCompanies Act, 2013, be entitled to the same benefits to which he orshe will be entitled if he or she were the registered holder of the NCDs.Where the nominee is a minor, the NCD holder(s) may make a nomina-tion to appoint, in Form No. SH.14, any person to become entitled toNCDs in the event of the holder’s death during minority. A nominationwill stand rescinded on a sale/transfer/alienation of NCDs by the per-son nominating. A buyer will be entitled to make a fresh nomination inthe manner prescribed. Fresh nomination can be made only on theprescribed form available on request at our Registered Office, Corpo-rate Office or with the Registrar to the Issue.NCD Holder(s) are advised to provide the specimen signature of the



nominee to us to expedite the transmission of the NCD(s) to the nomi-nee in the event of demise of the NCD Holder(s). The signature can beprovided in the Application Form or subsequently at the time of mak-ing fresh nominations. This facility of providing the specimen signa-ture of the nominee is purely optional.In accordance with Rule 19, any person who becomes a nominee byvirtue of the Rule 19, will on the production of such evidence as may berequired by the Board, elect either:• to register himself or herself as holder of NCDs; or• to make such transfer of the NCDs, as the deceased holder could

have made.Further, our Board may at any time give notice requiring any nomineeto choose either to be registered himself or herself or to transfer theNCDs, and if the notice is not complied with, within a period of 90 days,our Board may thereafter withhold payment of all interests or othermonies payable in respect of the NCDs, until the requirements of thenotice have been complied with.For all NCDs held in the dematerialized form, nominations registeredwith the respective Depository Participant of the Applicant wouldprevail. If the investors require changing their nomination, they arerequested to inform their respective Depository Participant in connec-tion with NCDs held in the dematerialized form.Applicants who have opted for rematerialisation of NCDs and areholding the NCDs in the physical form should provide required detailsin connection with their nominee to our Company.Events of DefaultSubject to the terms of the Debenture Trust Deed, the DebentureTrustee at its discretion may, or if so requested in writing by the holdersof at least three-fourths of the outstanding amount of the NCDs or withthe sanction of a special resolution, passed at a meeting of the NCDHolders, (subject to being indemnified and/or secured by the NCDHolders to its satisfaction), give notice to our Company specifying thatthe NCDs and/or any particular Options of NCDs, in whole but not inpart are and have become due and repayable on such date as may bespecified in such notice inter alia if any of the events listed belowoccurs. The description below is indicative and a complete list of eventsof default including cross defaults, if any, and its consequences will bespecified in the respective Debenture Trust Deed:(i) default is committed in payment of the principal amount of the

NCDs on the due date(s); and(ii) default is committed in payment of any interest on the NCDs on the

due date(s)Trustees for the NCD HoldersWe have appointed Axis Trustee Services Limited to act as the Deben-ture Trustee for the NCD Holders in terms of Regulation 4(4) of theDebt Regulations and Section 71 (5) of the Companies Act, 2013 andthe rules prescribed thereunder. We and the Debenture Trustee willexecute a Debenture Trust Deed, inter alia, specifying the powers,authorities and obligations of the Debenture Trustee and us. The NCDHolder(s) shall, without further act or deed, be deemed to have irrevo-cably given their consent to the Debenture Trustee or any of its agentsor authorized officials to do all such acts, deeds, matters and things inrespect of or relating to the NCDs as the Debenture Trustee may in itsabsolute discretion deem necessary or require to be done in the inter-est of the NCD Holder(s). Any payment made by us to the DebentureTrustee on behalf of the NCD Holder(s) shall discharge us pro tanto tothe NCD Holder(s).The Debenture Trustee will protect the interest of the NCD Holders inthe event of default by us in regard to timely payment of interest andrepayment of principal and they will take necessary action at our cost.Pre-Issue AdvertisementSubject to Section 30 of the Companies Act, 2013, our Company will

issue a statutory advertisement on or before the Issue Opening Date.This advertisement will contain the information as prescribed in ScheduleIV of SEBI Debt Regulations in compliance with the Regulation 8(1) ofSEBI Debt Regulations. Material updates, if any, between the date offiling of the Prospectus with RoC and the date of release of the statu-tory advertisement, will be included in the statutory advertisement.ImpersonationAs a matter of abundant caution, attention of the Investors is specifi-cally drawn to the provisions of sub-section (1) of Section 38 of theCompanies Act, 2013 which is reproduced below:“Any person who- (a) makes or abets making of an application in afictitious name to a company for acquiring, or subscribing for, its secu-rities; or (b) makes or abets making of multiple applications to a com-pany in different names or in different combinations of his name orsurname for acquiring or subscribing for its securities; or (c) otherwiseinduces directly or indirectly a company to allot, or register any transferof, securities to him, or to any other person in a fictitious name, shall beliable for action under section 447 of the Companies Act, 2013”.ListingThe NCDs proposed to be offered through the Issue are proposed tobe listed on BSE and NSE. An application has been made to the BSEand NSE for permission to deal in and for an official quotation of ourNCDs. BSE has been appointed as the Designated Stock Exchange.Our Company shall ensure that all steps for the completion of thenecessary formalities for listing and commencement of trading at theStock Exchange mentioned above are taken within 12 Working Daysfrom the date of closure of the IssueIf permissions to deal in and for an official quotation of our NCDs arenot granted by the BSE and NSE, our Company will forthwith repay,without interest, all moneys received from the Applicants in pursuanceof the Draft Prospectus and the Prospectus.Our Company shall pay interest at 15% (fifteen) per annum if Allotmentis not made and refund orders/allotment letters are not dispatched and/or demat credits are not made to investors within 12 Working Days ofthe Issue Closing Date or date of refusal of the Stock Exchange(s),whichever is earlier. In case listing permission is not granted by theStock Exchange(s) to our Company and if such money is not repaidwithin the day our Company becomes liable to repay it on such ac-count, our Company and every officer in default shall, on and fromexpiry of 8 days, be liable to repay the money with interest at the rate of15% as prescribed under Rule 3 of Companies (Prospectus and Allot-ment of Securities) Rules, 2014 read with Section 26 of the 2013 Act,provided that the beneficiary particulars relating to such Applicants asgiven by the Applicants is valid at the time of the upload of the dematcredit.Utilisation of Application AmountThe sum received in respect of the Issue will be kept in separate bankaccounts until the documents for creation of security are executed andwe will have access to such funds as per applicable provisions oflaw(s), regulations and approvals.Utilisation of Issue Proceeds1. All monies received pursuant to the issue of NCDs to public shall

be transferred to a separate bank account with a scheduled com-mercial bank as referred to in sub-section (3) of section 40 of theCompanies Act, 2013.

2. Details of all monies utilised out of Issue referred to in sub-item (a)shall be disclosed under an appropriate separate head in our Bal-ance Sheet indicating the purpose for which such monies had beenutilised;

3. Details of all unutilised monies out of issue of NCDs, if any, referredto in sub-item (a) shall be disclosed under an appropriate separatehead in our Balance Sheet indicating the form in which suchunutilised monies have been invested.



4. We shall utilize the Issue proceeds only upon execution of thedocuments for creation of security as stated in the Prospectus, onreceipt of the minimum subscription and receipt of listing approvalfrom the Stock Exchanges.

5. The Issue proceeds shall not be utilized towards full or part consid-eration for the purchase or any other acquisition, inter alia by wayof a lease, of any immovable property or in the purchase of anybusiness or in the purchase of an interest in any business.

Other Undertakings by our CompanyOur Company undertakes that:a) Complaints received in respect of the Issue will be attended to by

our Company expeditiously and satisfactorily;b) Necessary cooperation to the relevant credit rating agency(ies)

will be extended in providing true and adequate information untilthe obligations in respect of the NCDs are outstanding;

c) Our Company will take necessary steps for the purpose of gettingthe NCDs listed within the specified time, i.e., within 12 WorkingDays of the Issue Closing Date;

d) Funds required for dispatch of refund orders/Allotment Advice/NCD Certificates will be made available by our Company to theRegistrar to the Issue;

e) Our Company will forward details of utilisation of the proceeds ofthe Issue, duly certified by the Statutory Auditor, to the DebentureTrustee on a half-yearly basis;

f) Our Company will provide a compliance certificate to theDebenture Trustee on an annual basis in respect of compliancewith the terms and conditions of the Issue as contained in theProspectus.

g) Our Company shall make necessary disclosures/reporting underany other legal and regulatory requirement as may be required byour Company from time to time.

Our Company will disclose the complete name and address of theDebenture Trustee in its annual report.Ranking of NCDsThe NCDs would constitute secured and senior obligations of ourCompany and shall be first ranking pari passu with the existing se-cured creditors on all loans and advances/ book debts/ receivables,both present and future of our Company equal to the value one time ofthe debentures outstanding plus interest accrued thereon, and subjectto any obligations under applicable statutory and/or regulatory re-quirements. The NCDs proposed to be issued under the Issue and allearlier issues of secured debentures outstanding in the books of ourCompany, shall be first ranking pari passu without preference of oneover the other except that priority for payment shall be as per appli-cable date of redemption. Our Company confirms that all permissionsand/or consents for creation of a pari passu charge on the book debts/loans and advances/ receivables, both present and future and immov-able property as stated above, have been obtained from all relevantcreditors, lenders and debenture trustees of our Company, who havean existing charge over the above mentioned assets. Our Companymay, subject to applicable RBI crequirements and other applicablestatutory and/or regulatory provisions, treat the NCDs as Tier I capital.Debenture Redemption ReservePursuant to Regulation 16 of the Debt Regulations and Section 71 (4)of the Companies Act, 2013 states that where debentures are issued byany company, the company shall create a debenture redemption re-serve out of the profits of the company available for payment of divi-dend. Rule 18 (7) of the Companies (Share Capital and Debentures)Rules, 2014, as amended by Companies (Share Capital and Deben-tures) Third Amendment Rules, 2016, dated July 19, 2016, further statesthat ‘the adequacy’ of DRR for NBFCs registered with the RBI underSection 45-lA of the RBI (Amendment) Act, 1997 shall be 25% of the

value of outstanding debentures issued through a public issue as perthe SEBI Debt Regulations. Accordingly, our Company is required tocreate a DRR of 25% of the value of the NCDs, outstanding as on date,issued through the Issue. In addition, as per Rule 18 (7) (e) underChapter IV of the Companies Act, 2013, the amounts credited to DRRshall not be utilised by our Company except for the redemption of theNCDs. The Rules further mandate that every company required tomaintain DRR shall deposit or invest, as the case may be, before the30th day of April of each year a sum which shall not be less than 15%of the amount of its debentures maturing during the year ending on the31st day of March of the next year in any one or more following meth-ods: (a) in deposits with any scheduled bank, free from charge or lien;(b) in unencumbered securities of the Central Government or of anyState Government; (c) in unencumbered securities mentioned in clauses(a) to (d) and (ee) of Section 20 of the Indian Trusts Act, 1882; (d) inunencumbered bonds issued by any other company which is notifiedunder clause (f) of Section 20 of the Indian Trusts Act, 1882. Theabovementioned amount deposited or invested, must not be utilizedfor any purpose other than for the repayment of debentures maturingduring the year provided that the amount remaining deposited or in-vested must not at any time fall below 15% of the amount of deben-tures maturing during year ending on the 31st day of March of thatyear.JurisdictionExclusive jurisdiction for the purpose of the Issue is with the compe-tent courts of jurisdiction in New Delhi, India.Minimum SubscriptionIn terms of the SEBI Debt Regulations, for an issuer undertaking apublic issue of debt securities the minimum subscription for publicissue of debt securities shall be 75% of the Base Issue i.e. ̀ 750 crores.If our Company does not receive the minimum subscription of 75% ofthe Base Issue i.e. ` 750 crores, prior to the Issue Closing Date theentire subscription amount shall be refunded to the Applicants within12 days from the date of closure of the Issue. The refunded subscrip-tion amount shall be credited only to the account from which therelevant subscription amount was remitted. In the event, there is adelay, by our Company in making the aforesaid refund within the pre-scribed time limit, our Company will pay interest at the rate of 15% perannum for the delayed period.Under Section 39(3) of the Companies Act, 2013 read with Rule 11(2) ofthe Companies (Prospectus and Allotment of Securities) Rules, 2014 ifthe stated minimum subscription amount is not received within thespecified period, the application money received is to be credited onlyto the bank account from which the subscription was remitted. To theextent possible, where the required information for making such re-funds is available with our Company and/or Registrar, refunds will bemade to the account prescribed. However, where our Company and/orRegistrar does not have the necessary information for making suchrefunds, our Company and/or Registrar will follow the guidelines pre-scribed by SEBI in this regard including its circular (bearing CIR/IMD/DF-1/20/2012) dated July 27, 2012.

DETAILS PERTAINING TO THE COMPANYHISTORY AND OTHER CORPORATE MATTERSOur Company was incorporated as Indiabulls Commercial Credit Lim-ited under the Companies Act, 1956 on July 7, 2006 with the Registrar ofCompanies, National Capital Territory of Delhi and Haryana (“ROC”)and received a certificate for commencement of business from the ROCon February 20, 2008. The name of the Company was changed toIndiabulls Infrastructure Credit Limited on January 21, 2009. Subse-quently the name of the Company was changed to Indiabulls Commer-cial Credit Limited on March 12, 2015. The RBI had issued certificate ofregistration No.N-14.03136 on February 12, 2008 to carry on the busi-



ness of non -banking financial institution without accepting publicdeposit. Pursuant to change of name of the Company from IndiabullsCommercial Credit Limited to Indiabulls Infrastructure Credit Limited,the RBI issued fresh certificate of registration in the name of IndiabullsInfrastructure Limited. Subsequently with the change in the name ofthe Company from Indiabulls Infrastructure Credit Limited to IndiabullsCommercial Credit Limited, RBI issued fresh certificate of registrationno. N-14.03136 dated April 16, 2015, in lieu of earlier certificate of regis-tration no. N-14.03136 dated February 12, 2008. Our Company enteredinto scheme of arrangement under sections 391-394 of the CompaniesAct, 1956 between IFCPL (the transferor company), Indiabulls Com-mercial Credit Limited (the transferee company) and their respectiveshareholders and creditors, which had been approved by Hon’bleHigh Court of Delhi, New Delhi on March 15, 2016.Our registered office is located at - M - 62 & 63, First Floor, ConnaughtPlace, New Delhi - 110001. We are registered with the ROC undercorporate identity number U65923DL2006PLC150632.Change in registered office of our CompanyThe registered office of our Company was shifted from F-60, MalhotraBuilding, 2nd Floor, Connaught Place, New Delhi – 110 001 to M - 62 &63, First Floor, Connaught Place, New Delhi – 110 001 with effect fromOctober 1, 2013.For futher details please refer to “History and Other Corporate Mat-ters” on page 85 of the Prospectus.GENERAL INFORMATION AND BACKGROUNDWe are a non-deposit taking NBFC registered with the RBI and a 100%subsidiary of one of the largest housing finance companies (“HFCs”)in India. We are also a notified financial institution under the SARFAESIAct.We focus primarily on long-term secured mortgage-backed loans. Weoffer loans against property to our target client base of salaried andself-employed individuals and small and medium-sized enterprises.We also offer mortgage loans to real estate developers in India in theform of lease rental discounting for commercial premises and construc-tion finance for the construction of residential premises. As of March31, 2018, mortgage loans constituted 98.21% of our AUM.As of March 31, 2018, we had offices spread across India. Our network(including that of parent company IHFL) gives us a pan-India presenceacross Tier I, Tier II and Tier III cities in India which also allows us tointeract with and service our customers at the local level, whilst ensur-ing that credit decisions are taken only at regional hubs in accordancewith defined and identified internal parameters and protocols. As ofMarch 31, 2018, we had a sales team of over 3,500 employees who werelocated across our network (including that of IHFL). We also rely onexternal channels such as direct sales agents and business associatesfor referring potential customers.Our borrowings as at June 30, 2018, March 31, 2018 and 2017 amountedto ̀8,046.19 crores, ̀ 6,937.94 crores and ̀ 2,799.50 crores, respec-tively. We rely on long-term and medium-term borrowings from banks,amongst others, including issuances of non-convertible debenturesand commercial papers. We have a diversified lender base comprisingpublic sector undertakings (“PSUs”), private banks, mutual funds,provident funds, pension funds and others. We also sell down parts ofour portfolio through securitization and/or direct assignment of loanreceivables primarily to various banks, which results in an additionalsource of liquidity for us.We have the highest long-term credit ratings of “AAA” (for the long-

term loans and non-convertible debentures) from CRISIL, CARE andBrickwork Ratings. Additionally, we have obtained a credit rating of“AAA” from CRISIL, CARE and Brickwork Ratings in relation to oursubordinated debt programme. We also have the highest short-termcredit rating of “A1+” (for the Issuer’s commercial paper programme)from CRISIL, ICRA and CARE. Our ratings signify the highest degreeof safety, regarding timely servicing of financial obligations and lowcredit risk. The Issuer believes that its ratings result in a lower cost offunds for the Issuer.As at March 31, 2018, 2017 and 2016, our gross non-performing assetsNPAs as a percentage of our AUM were 0.60%,1.78% and 2.25%,respectively, and our net NPAs as a percentage of our AUM were0.40%, 1.34% and 1.76%, respectively. As of March 31, 2018, 2017 and2016, our capital to risk (weighted) assets ratio (“CRAR”) was 18.72%,20.49% and 38.29% respectively.For the Fiscal Years 2018, 2017 and 2016, our revenue from operationswas ̀ 843.37 crores, ̀ 365.91 crores and ̀ 364.10 crores, respectively,and our profit after tax was ̀ 254.90 crores, ̀ 58.56 crores and ̀ 50.55crores, respectively. Our revenue from operations and profit after taxgrew at a compound annual growth rate (“CAGR”) of 52.19% and124.56%, respectively, from Fiscal Year 2016 to Fiscal Year 2018.Our revenue from operations increased by ̀ 477.46 crores from ̀ 365.91crores for the Fiscal Year 2017 to ̀ 843.37 crores for the Fiscal Year 2018.Our profit after tax increased by ̀ 196.34 crores, from ̀ 58.56 crores forthe Fiscal Year 2017 to ̀ 254.90 crores for the Fiscal Year 2018.The key areas of focus for our Board of Directors and our Company areasset liability management and integrated risk management. We haveformed an asset liability management committee and integrated riskmanagement committee. The asset liability management committee re-views our asset and liability positions and gives recommendations toour finance and treasury teams in managing the same. Our integratedrisk management committee approves, reviews, monitors and modifiesour credit and operation policy periodically, reviews regulatory re-quirements and implements appropriate mechanisms and guidelinesrelated to risk management.For further deails, please refer to the section titled “Our Business”beginning on page no. 72 of the Prospectus.CAPITAL STRUCTUREDetails of Share Capital and Securities Premium accountThe following table lays down details of our authorised, issued,subscribed and paid up share capital and securities premium ac-count as of the date of the Abridged Prospectus:

(in ` crores, except share data)Aggregate value at

face value (except forsecurities premium)

A. AUTHORISED SHARE CAPITAL112,500,000 Equity Shares 112.5022,500,000 Preference Shares 22.50Total Authorised Share Capital 135.00

B. ISSUED, SUBSCRIBED AND PAID-UP CAPITAL107,649,324 Equity Shares 107.6522,500,000 Preference Shares 22.50Total Issued Subscribed and Paid-Up Capital 130.15

C. SECURITIES PREMIUM ACCOUNTSecurities Premium Account before the Issue* 1363.45

*Note: The securities premium account does not include impactof IND AS adjustments, if any



2. Details of change in authorized share capital of our companyas on the date of the Prospectus for last five years:

Date of Change

Authorized Share Capital

(` in crores)

Particulars

M arch 26, 2013 32.50 (a) The authorised capital of the Company was reclassified from ` 30,00,00,000/- divided into 2,50,00,000 Equity Shares and 50,00,000 Preference Shares to `30,00,00,000/- divided into 1,00,00,000 Equity Shares and 2,00,00,000 Preference Shares.

(b)Increase in authorized capital from `30,00,00,000/- divided into 1,00,00,000 Equity Shares and 2,00,00,000 Preference Shares to `32,50,00,000/- divided into 1,00,00,000 Equity Shares and 2,25,00,000 Preference Shares.

October 14, 2013

55.00 Increase in authorized capital from `32,50,00,000/- divided into 1,00,00,000 Equity Shares and 2,25,00,000 Preference Shares to `55,00,00,000/- divided into 3,25,00,000 Equity Shares and 2,25,00,000 Preference Shares.

Pursuant to the order dated M arch 15,2016 of the Hon'ble High Court of Delhi (“Court”), approving the scheme of arrangement between Indiabulls Finance Company Private Limited and the Company and their respective shareholders and creditors

66.00 Increase in authorized capital from `55,00,00,000/- divided into 3,25,00,000 Equity Shares and 2,25,00,000 Preference Shares to `66,00,00,000/- divided into 4,35,00,000 Equity Shares and 2,25,00,000 Preference Shares.

October 12, 2017

72.73 Increase in authorized capital from ` 660,000,000/- divided into 43,500,000 Equity Shares and 22,500,000 Preference Shares to `727,265,730/- divided into 50,226,573 Equity Shares and 22,500,000 Preference Shares.

M arch 1, 2018 85.00 Increase in authorized capital from `72,72,65,730/- divided into 50,226,573 Equity Shares and 22,500,000 Preference Shares to ` 85,00,00,000/- divided into 6,25,00,000 Equity Shares and 22,500,000 Preference Shares.

M ay 31, 2018 135.00 Increase in authorized capital from `85,00,00,000/- divided into 6,25,00,000 Equity Shares and 22,500,000 Preference Shares to `135,00,00,000/- divided into 112,500,000 Equity Shares and 22,500,000 Preference Shares.

For futher details please refer to “Capital Structure” on page 45 ofthe Prospectus.

LONG TERM DEBT TO EQUITY RATIOParticulars Refer Prior to the Post Issue

Issue (as of (Proforma)March 31, 2018) (`̀̀̀̀ in Crores)

Debt Long - term borrowings (A) 3,826.57 5,826.57Short - term borrowings (B) 2,610.94 2,610.94Current maturities of long term debt (C) 500.43 500.43Debt (A)+(B)+(C) (D) 6,937.94 8,937.94Less: Cash and cash equivalents as (E) (440.78) (440.78)restated as per Cash Flow StatementTotal Debt (D - E) (F) 6,497.16 8,497.16Shareholders’ fund Equity Share Capital (G) 60.57 60.57Reserves and surplus (H) 1,200.25 1,200.25Less: Deferred tax assets (net) (I) (10.04) (10.04)Total Shareholders funds (G + H - I) (J) 1,250.78 1,250.78Long term debt/ equity (A+C-E)/(J) (K) 3.81 5.41(In times)Total debt/ equity (F/J) (In times) (L) 5.19 6.79

Notes:Note 1) The debt-equity ratio post the Issue is indicative on account of theassumed inflow of ` 2,000 crores from the proposed Issue as on March 31, 2018only and does not include contingent and off-balance sheet liabilities. Theactual debt-equity ratio post the Issue would depend on the actual position ofdebt and equity on the Date of Allotment.Note 2) This statement does not give effect to any movement in long - termborrowings or Short - term borrowings or Current maturities of long term debtor Cash and cash equivalents as per Cash Flow Statement post March 31, 2018,except stated in 1 above. Further, this statement also does not give effect to anymovement in Share Capital and Reserves and Surplus post March 31, 2018.Our key operating and financial metrics are as follows:

(` in Crores)Parameters FY 2018 FY 2017 FY 2016Networth # 1,250.78 752.50 699.12Total Debt of whichNon Current Maturities of Long 3 ,826 .57 1,127.10 487.80Term BorrowingShort Term Borrowing 2,610.94 1,460.43 658.77Current Maturities of Long 500.43 211.97 88.89Term BorrowingNet Fixed Assets 12.82 16.58 2.39Non Current Assets 6,906.97 2,979.44 1,228.78(Excluding Fixed Assets)Cash and Bank Balances 297.96 197.43 145.50Current Investments 177.15 137.48 123.43Current Assets ( Excluding Cash 1,112.66 621.80 487.04and Bank Balances &Current Investments)Current Liabilities ( Excluding 253.36 356.24 17.86Short term borrowing, CurrentMaturities of Long TermBorrowing)Non Current Liabilities 32.93 14.39 7.17Assets Under Management 8,263.57 3,564.23 1,718.01Off Balance Sheet Assets* 4 5 0 . 8 3 4 7 . 5 7 1 1 1 . 3 3Interest Income (IncludingTreasury Income) 745.93 307.50 331.80Interest Expenses** 361.36 133.30 160.85Provisioning & Write-offs(net of recoveries) 68.37 128.74 116.97P A T 254.90 58.56 50.55Gross NPA (%) of AUM 0 . 6 0 % 1 . 7 8 % 2 . 2 5 %Net NPA (%) of AUM 0 . 4 0 % 1 . 3 4 % 1 . 7 6 %Tier I Capital AdequacyRatio (%)-Standalone 1 5 . 2 6 % 2 0 . 4 9 % 3 8 . 2 9 %Tier II Capital AdequacyRatio (%)-Standalone 3 . 4 6 % 0 . 0 0 % 0 . 0 0 %

*Sold down book** Interest Expenses means the total finance cost# Networth includes equity share capital + reserve and surplus – De-ferred tax asset



MANAGEMENTThe following table sets forth details regarding the Board at the date of the Abridged Prospectus:Name, Address, DIN and Date of Age Designation Other Directorships (as on the date of the Prospectus)Appointment/Re-AppointmentMr. Ajit Kumar Mittal 59 Chairman, • Indian Commodity Exchange LimitedAddress: A-403, Ashok Garden, Thokarsi JivrajRoad, Non-Executive Director • Indiabulls Venture Capital Trustee Company LimitedShivadi, Mumbai- 400015, Maharashtra. • Indiabulls Housing Finance LimitedDIN: 02698115 • Indiabulls Trustee Company LimitedOccupation: Service • Indiabulls Asset Reconstruction Company LimitedDate of appointment: September 30, 2013 • IVL Finance LimitedDate of re-appointment: August 14, 2017 • OakNorth Bank Limited(Change of designation from Executive Director • Indiabulls Life Insurance Company Limitedto Chairman, Non-Executive Director) • Indiabulls Integrated Services LimitedTerm: Liable to retire by rotation (formerly known as SORIL Holdings and VenturesNationality: Indian Limited & Indiabulls Wholesale Services Limited)Mr. Ripudaman Bandral 44 Managing Director NilAddress: Flat No-2203, Building No-2, G Block,Oberoi Splender, Jogeshwari Vikhroli Linking Road,Opp. Majas Depot,Andheri (E), Mumbai – 400060, Maharashtra.DIN: 07910257Occupation: ServiceDate of appointment: August 16, 2017Date of re-appointment:N.A.Term: Five yearsNationality: IndianMr. Anil Malhan 45 Non-Executive Director • Habitat Recreations Private LimitedAddress: 320, E-Space, Narvana Country, Gurgaon-122018, Haryana. • Indiabulls Buildcon LimitedDIN: 01542646 • Indiabulls Collection Agency LimitedOccupation: Service • Airmid Aviation Services LimitedDate of appointment: July 7, 2006 • Aspire Land Development Private LimitedDate of re-appointment: August 21, 2007 • SORIL Infra Resources LimitedTerm: Liable to retire by rotation, Nationality: Indian (formerly Store One Retail India Limited)Mrs. Priya Jain 34 Non-Executive Director • Lorena Builders LimitedAddress: House No. 924, Gordhan Ji Ki Gali,ChoudaRasta, Ward No. 42, Jaipur -302003, Rajasthan.DIN: 07257863Occupation: ServiceDate of appointment: July 11, 2016Date of re-appointment: NATerm: Liable to retire by rotation, Nationality: IndianMr. Prem Prakash Mirdha 62 Independent Director • SORIL Infra Resources Limited (formerly StoreAddress: Mirdha Farm, Sirsi Road, Jaipur-302012, Rajasthan One Retail India Limited)DIN: 01352748 • Happy Tummy Kitchens Private LimitedOccupation: Business • Indiabulls Housing Finance LimitedDate of appointment: March 16, 2015 • Indiabulls Estate LimitedDate of re-appointment: NA • Airmid Developers LimitedTerm: For a period of five years, with effect from March 16, 2015 • Indiabulls Insurance Advisors LimitedNationality: Indian • Airmid Aviation Services LimitedMr. Shamsher Singh Ahlawat 69 Independent Director • Indiabulls Real Estate LimitedAddress: 96A, Eastern Avenue, Sainik Farm,Khanpur, New Delhi-110062. • Indiabulls Integrated Services Limited (formerlyDIN: 00017480 known as SORIL Holdings and Ventures Limited &Occupation: Former Banker Indiabulls Wholesale Services Limited)Date of appointment: March 16, 2015 • Indiabulls Housing Finance LimitedDate of re-appointment: NA • Airmid Aviation Services LimitedTerm: For a period of five years, with effect from March 16, 2015 • Indiabulls Infraestate LimitedNationality: Indian • Citra Properties LimitedFor further details, please refer to the section titled “Our Management” beginning on page no. 99 of the Prospectus.Our Subsidiary

As on the date of the Abridged Prospectus our Company has the following one subsidiary:Sl. No. Name of the Entity Equity Holding (%) Registered Address Activity undertaken by the entitySubsidiary1. Indiabulls Asset Management 100 C/o Citco (Mauritius)Limited, • To act as collective investment schemes manager under the

Mauritius 4th Floor, Tower A, 1 Cyber City provisions of Securities Act, 2005 and Securities (CollectiveEbene, Republic of Mauritius Investment Schemes and Close-end Funds) Regulations, 2008 and

other related businesses;• To engage in global business as permitted under the Fianancial

Services Act, 2007 and any other laws for the time being in force ofRepublic of Mauritus; and other related business.



REGULATIONS AND POLICIESFor details details please refer to “Regulations and Policies” on page 87of the Prospectus.OUR PROMOTEROur promoter is Indiabulls Housing Finance Limited.For futher details please refer to “Our Promoter” on page 108 of theProspectus.LEGAL AND OTHER INFORMATIONOUTSTANDING LITIGATIONS AND DEFAULTSOur Company and our group companies are subject to variouslegal proceedings from time to time, mostly arising in the ordinarycourse of its business. The legal proceedings are initiated by usand also by customers and other parties. These legal proceedingsare primarily in the nature of (a) consumer complaints, (b) petitionspending before appellate authorities, (c) criminal complaints, (d)civil suits and (e) tax matters. We believe that the number of pro-ceedings in which we are involved in is not unusual for a companyof our size in the context of doing business in India. Except asdisclosed below, there is no outstanding litigation including, suits,criminal or civil prosecutions and taxation related proceedingsagainst our Company and group companies that would have amaterial adverse effect on our operations or financial position.As on the date of the Prospectus, there are no failures or defaults tomeet statutory dues, institutional dues and dues towards instru-ment holders including holders of debentures, and fixed depositsand etc., by our Company.For the purpose of disclosures in the Prospectus, our Companyhas considered the following litigation as ‘material; litigation:• all pending proceedings whether civil, arbitral, tax related

litigations, or otherwise (other than proceedings involvingIHFL), of value exceeding more than 1% of our net worth ason March 31, 2018, i.e. more than ¹ 20 crores;

• all pending proceedings whether civil, arbitral, tax relatedlitigations, or otherwise, of IHFL, of value exceeding morethan ¹ 100 crores; and

• any other outstanding legal proceeding which is likely tohave a material adverse effect on the financial position, prof-itability and cash flows of our Company.

Further, no outstanding litigation by or against any of our relatedparties identified in accordance with AS18 (notified under theCompanies (Accounting Standards) Rules, 2006, as amended) inthe Audited Financials for the Fiscal 2018 (other than IndiabullsHousing Finance Limited (being our Promoter)) for whom thematerial litigations have been disclosed below) have or are likelyto have a material adverse effect on the financial position, profit-ability and cash flows of our Company, the Issue and on theCompany’s ability to service the NCDs.Save as disclosed below, there are no:1. litigation or legal action pending or taken by any Ministry or

Department of the Government or a statutory authority againstour Promoter during the last five years immediately precedingthe year of the issue of the Prospectus and any direction is-sued by such Ministry or Department or statutory authorityupon conclusion of such litigation or legal action;

2. inquiries, inspections or investigations initiated or conductedunder the Companies Act or any previous companies law inthe last five years immediately preceding the year of issue ofthe Prospectus against our Company (irrespective of whetherany prosecutions were filed); fines imposed or compounding

of offences done by our Company and our Subsidiary in thelast five years immediately preceding the year of the Prospec-tus;

3. outstanding litigation involving our Company, our Promoter,Directors, group companies or any other person, whose out-come could have material adverse effect on the position of ourCompany; and

4. pending proceedings initiated against our Company for eco-nomic offences.

I. Involving our CompanyA. Civil casesNilB. Consumer casesOur Company has approximately 9 consumer complaints / ap-peals in which we are respondents. These primarily pertain toalleged deficiency in services. The issues involved in such com-plaints include inter alia forceful repossession of vehicles; saleof vehicles; non-issuance of no objection certificates and higherrate of interest and other charges.C. Criminal CasesOur Company, in the ordinary course of business, has 326 pro-ceedings against defaulting customers under the Negotiable In-struments Act.II. Involving our PromoterD. Civil cases1. MMTC Limited (“MMTC”) had originally filed a company

petition (No.123 (ND)/2011) before the Company Law Board.However, pursuant to the constitution of the NationalCompany Law Tribunal (NCLT) the petition is now before theNCLT. MMTC had filed the company petition against IHFL,Indian Commodity Exchange Limited (“ICEL”), and RelianceExchange Next Limited (“REL”). In this petition, MMTC hasclaimed that the transfer of 26% of the equity share capital ofICEL (“ICEL Shares”) held by IHFL in favour of REL were inviolation of the shareholders’ agreement dated February 12,2009 between the shareholders of ICEL (“SHA”) to which IHFL,MMTC and REL were parties, and which set out the rights andobligations of the shareholders of ICEL, including restrictionsin relation to transfer of the IECL Shares. MMTC has also claimedthat the transfer of the ICEL Shares was in violation of therevised guidelines of the Forward Market Commission datedMay 14, 2008 (“FMC Guidelines”) as well as the provisions ofarticles of association of ICEL. MMTC has prayed, inter alia,for (i) a declaration that the transfer of the IECL Shares fromIHFL to REL be declared null and void, (ii) an order reversingthis transfer, and (iii) a declaration that the appointment of di-rectors nominated by REL to the board of directors of ICEL isinvalid. IHFL and the other respondents have filed their repliesto this petition. Furthermore, IHFL has also filed an application(No. 71 of 2012) under Regulation 44 of the Company Law BoardRegulations, 1991 for dismissal of this petition on variousgrounds, including, primarily, that the allegations made byMMTC and the other plaintiffs in the company petition wereincorrect, materially inaccurate and fail to disclose any case ofoppression and mismanagement, if analysed on its facts andunder the FMC Guidelines. The matter has been argued, andwritten arguments have been filed.

2. IHFL had issued a notice dated March 8, 2013 to Deccan



Chronicle Holdings Limited (“DCHL”), one of its borrowers,under Section 13(2) of the SARFAESI Act, demanding repay-ment of an aggregate sum of ̀ 93.04 crores (as on March 3, 2013)together with interest and penal interest. Subsequently, DCHLfiled a writ petition (No.37381/2013) before the High Court ofAndhra Pradesh in which it, inter alia, challenged the right ofaction of IHFL to issue the notice under Section 13(2) of theSARFAESI Act and praying for dismissal of such action onvarious grounds, including that the original loans which are thesubject matter of the dispute were granted by Indiabulls Finan-cial Services Limited (“IFSL”) when it was not a notified finan-cial institution under the SARFAESI Act and accordingly, theamalgamation with IHFL (which was a notified financial institu-tion under the SARFAESI Act) could not, on its own, extend thejurisdiction of the SARFAESI Act to the present dispute. TheHigh Court of Andhra Pradesh, by its order dated February 4,2014, allowed DCHL’s petition, stating, inter alia, that theSARFAESI Act did not govern the present matter. Against thisorder, IHFL has filed a special leave petition before the SupremeCourt of India (No. 5752/2014), claiming, among other grounds,that the SARFAESI Act did not prohibit the initiation ofSARFAESI proceedings by a notified financial institution inrespect of outstanding debts of an entity that amalgamated intosuch institution. Supreme Court vide judgment dated February,23, 2018, allowed special leave petition filed by IHFL and setaside the order dated February 4, 2014 passed by the AndhraPradesh High Court.Further, Canara bank filed a petition no. IB/41/7/HDB of 2017with National Company Law Tribunal (“NCLT”), Hyderabad,under Section 7 of Insolvency and Bankruptcy Code, 2016(“IBC”), against DCHL, that has been admitted by NCLT(“NCLT Petition”). Pursuant to allowance of special leave peti-tion by Supreme Court, IHFL had issued notice for sale of themortgaged property situated at Rajbhawan Road, Hyderabadbelonging to the co-borrowers. Mr. T Vinayak Reddy, one of theco-borrower, filed an application in the NCLT Petition seekingstay of the auction claiming to be a guarantor and contendingthat moratorium under the Code is applicable to properties ofguarantors, therefore mortgaged property could not be soldunder SARFAESI Act by IHFL. NCLT vide its order dated May15, 2018 dismissed the application filed by Mr. T Vinayak Reddy.Further, in the NCLT Petition, IHFL has filed an application un-der Section 195(1)(b)(i) & 340 of Criminal Procedure Code, 1973read with Section 199 of Indian Penal Code, 1860 for initiatingproceedings for perjury (“Application”) against Mr. T. VinayakReddy. The Application is currently pending adjudication.DCHL has filed an application before NCLT under Section14(1)(d) read with Section 60(5) of the Insolvency and Bank-ruptcy Code, 2016 seeking stay on the operation of order datedJuly 12, 2018 passed by Chief Metropolitan Magistrate andrestraining IHFL from taking any coercive step in taking physi-cal possession property bearing no. 36, Sarojini Devi Road,Secunderabad. NCLT observed that Deccan may raise its ob-jections before Ld. Chief Metropolitan Magistrate and courtreceiver. NCLT has listed the matter for further proceedings.DCHL had filed objections before Chief Metropolitan Magis-trate, which has been dismissed. Against the order of the CMM,DCHL has approached the Andhra Pradesh High Court in a writthat was taken up on August 21, 2018 and is currently beingargued on the maintainability of the writ/ applicability of the

moratorium to the co-borrowers property mortgaged with IHFL.T Venkat Ram Reddy and others have filed securtization appli-cation before the DRT-II, Delhi, challenging the sale notice mort-gaged property situated at Rajbhawan Road, Hyderabad. IHFLhas already auctioned the property. Arguments on applicationunder Order 7 Rule 11 of Civil Procedure Code, 1908 and interimapplication for interim stay have been heard by the Tribunal.IHFL has filed its written arguments on August 9, 2018. TheDRT-II by its order dated August 18, 2018 disallowed the appli-cation under Order 7 Rule 11 of the Civil Procedure Code, 1908and has granted interim stay for three months. IHFL is in theprocess of filing the appeal against the said order.IHFL has also filed two applications under Section 9 of theArbitration Act before the Civil Court, Hyderabad (No. 377/13and No. 378/13) for the grant of interim relief, including for DCHLto furnish security totaling to ̀ 93.04 crores and for the grant ofan injunction restraining DCHL and others from, inter alia,creating any third party charge rights or interests or in anymanner dealing with the secured assets. The Civil Court,Hyderabad by its order dated March 6, 2013 granted a tempo-rary injunction restraining DCHL from alienating the relevantmortgaged properties in any manner.

3. Veritas Investment Research Corporation (“Veritas”) publisheda research report titled “Bilking India” dated August 1, 2012(“Veritas Report”), co-authored by Mr. Neeraj Monga and Mr.Nitin Mangal. The Veritas Report analysed certain informationabout, inter alia, IHFL and Indiabulls Real Estate Limited(“IREL”). After the report, the Indiabulls group issued a pressrelease (“Indiabulls Press Release”), rebutting the allegationsin the Veritas Report and stating that the Veritas Report wasmalicious and factually incorrect and that Mr. Monga had de-manded monetary consideration for withholding the VeritasReport.IHFL and IREL also filed two criminal complaints in the UdyogVihar Police Station in Gurgaon on August 8, 2012 and in theCyber Police Station, Mumbai on August 9, 2012 against Veritas,Mr. Neeraj Monga and Mr. Nitin Mangal alleging that the formerhad intentionally and maliciously authored the Veritas Report,which contained false figures and data and unfounded allega-tions, and was published with vengeance given that IHFL andIREL had not paid the monetary consideration for withholdingthe Veritas Report. Both the complaints have been registered asFIRs and investigations under are currently ongoing. Mr. NitinMangal approached various courts in India including filing twopetitions before the Supreme Court of India which petitionswere dismissed.In August 2014, Veritas and Mr. Neeraj Monga filed a civil pro-ceeding against IREL and IHFL before the Superior Court ofJustice, Ontario, Canada (“Ontario Superior Court”) allegingthat the Indiabulls Press Release is false, defamatory, malicious,conspired with ill motive and is in abuse of the process of law,and led to loss of reputation and credibility of Veritas. Veritasand Mr. Neeraj Monga have claimed general and special dam-ages amounting to Canadian $ 10 million, punitive damagesamounting to Candian $ one million, costs, interest and anyother reliefs that the Ontario Superior Court may grant. TheOntario Superior Court issued notices dated August 5, 2014 toIHFL and IREL to file a statement of defense. Subsequently,IHFL and IREL on February 27, 2015 moved an application chal-lenging the jurisdiction of the Ontario Superior Court. This ap-



plication has been filed, amongst others, on the ground of ananti suit injunction having been passed by the Delhi High Courtin the civil suit (CS(OS) No.3199/2014), which is described be-low. Importantly, both Mr. Nitin Mangal and Mr. Neeraj Mongahave failed to appear on the prefixed dates for cross examina-tion in the Canadian proceedings.IHFL filed a civil suit (CS(OS) No.3199/2014) before the DelhiHigh Court praying for permanent injunction against (i) Veritasand Mr. Neeraj Monga, restraining them from continuing theproceedings initiated in the Ontario Superior Court; and (ii)Veritas, Mr. Neeraj Monga and Mr. Nitin Mangal, restrainingthem from initiating any other proceedings against IHFL as wellas grant of ad-interim injunctions in relation to the reliefs claimedabove. A similar suit for permanent injunction (CS(OS) No. 2919of 2014) was also filed by IREL. The Delhi High Court, by ordersdated September 25, 2014 and October 27, 2014 granted thesead-interim injunctions restraining the defendants from continu-ing the proceeding in the Ontario Superior Court or filing anyfresh proceedings till further orders. These interim injunctionswere subsequently confirmed against Veritas, Neeraj Mongaand Nitin Mangal. Pursuant to an appeal by Mr. Mangal a Divi-sion Bench of the High Court of Delhi on April 5, 2016 set asidethe order whereby interim stay order passed earlier was con-firmed. However, the Court upheld the interim stay order againstMr. Mangal.Applications have been filed by Mr. Nitin Mangal for settingaside the injunction order and for dismissal of the suits on theground that IHFL and IREL has taken part in proceedings be-fore the Superior Court of Justice at Ontario and applicationchallenging the territorial jurisdiction of the Delhi High Courtand the absence of any cause of action on various grounds,including that Mr. Mangal was a resident of Indore, and there-fore, not amenable to the personal jurisdiction of the Delhi HighCourt have been filed. Further, despite the anti-suit injunctionby the Delhi High Court, Veritas, Mr. Neeraj Monga and Mr.Nitin Mangal filed affidavits in the proceedings before theOntario Superior Court. Accordingly, we filed a contempt peti-tion in the Delhi High Court against Mr. Neeraj Monga and Mr.Nitin Mangal, claiming, inter alia, that in their affidavits, Mr.Neeraj Monga and Mr. Nitin Mangal had made certain defama-tory and contemptuous statements, as well as indicated theirintention to violate the terms of the anti-suit injunction. TheDelhi High Court has therefore vide order dated July 29, 2015and April 15, 2015 issued a notice on the contempt petitionagainst Veritas, Mr. Neeraj Monga and Mr. Nitin Mangal. Appli-cations for challenging the jurisdiction of the Delhi High Courtand application for dismissal of the suit on lack of cause ofaction have been filed by Nitin Mangal.Veritas and Mr. Neeraj Monga were initially abstaining fromappearing before the Indian courts or joining investigationsbeing conducted by Indian agencies. On October 2, 2015,Ontario Superior Court of Justice dismissed application filed byVeritas and Neeraj Monga seeking anti suit injunction from theOntario Court against suit for damages filed by IHFL beforeDelhi High Court. In its order dated October 2, 2015, the OntarioSuperior Court of Justice made adverse remarks on Veritas andNeeraj Monga. The order of rejection of stay motion was fol-lowed by order dated November 4, 2015, whereby cost of USD27,500 was awarded in our favour. Post the adverse order datedOctober 2, 2015, Veritas and Neeraj Monga started appearing in

court proceedings before the Delhi High Court. Mr. Nitin Mangalapproached various courts in India including the Supreme Courtand has been appearing before the Indian courts in the pro-ceedings initiated by IREL and IHFL.IHFL has also filed a civil proceeding (CS(OS) No. 1474/2015)against Veritas and Mr. Neeraj Monga before the Delhi HighCourt claiming, inter alia, (i) damages amounting to ̀ 2,000 mil-lion; (ii) a decree declaring the affidavits of Veritas and Mr.Neeraj Monga filed before the Ontario Superior Court to be setaside; and (iii) a decree for permanent injunction restrainingVeritas and Mr. Neeraj Monga from circulating, referring to orrelying upon any defamatory materials in the Ontario SuperiorCourt. Veritas and Neeraj Monga have entered appearance inthis suit.In addition to these proceedings in India and Canada, we alsoinitiated proceedings against an Editor for the Wall Street Jour-nal (“WSJ”) and Dow Jones & Company (“Dow Jones”), thepublisher of WSJ, seeking to restrain them from publishing con-tents of the affidavits filed before the Superior Court of Justice,Ontario. We believe these affidavits contain false and mislead-ing allegations and derogatory statements relating to the In-dian judicial and state mechanism, as well as Indiabulls. In April2015, the Delhi High Court passed an injunction restraining theWSJ Editor, Dow Jones, Veritas and the authors of the Veritasreport from publishing, disseminating or broadcasting reportspertaining to and arising out of the Veritas report or other con-nected reports. The Delhi High Court has since modified itsorder and has allowed the WSJ Editor involved to make a pub-lication subject to compliance with the norms of journalisticconduct as issued by the Press Council of India (2010 edition)(“Norms of Journalistic Conduct”). In June 2015, Dow Jonesand WSJ Editor filed appeals against the injunction passed inApril 2015 before the Delhi High Court. Subsequently, on Sep-tember 7, 2015 the Delhi High Court disposed the appeals onthe consent of the parties involved with a direction that bothDow Jones and the WSJ reporter would adhere to the Norms ofJournalistic Conduct in making any publications. Further, wewere also directed by the Delhi High Court to respond to Editorof WSJ’s queries in relation to the affidavits filed in the SuperiorCourt of Ontario. Subsequent to this, articles on us may bepublished by the WSJ reporter or Dow Jones, which WSJ hassince published in relation to the Veritas report.

4. South Asian Agro Industries Limited (“SAAIL”) is a companyengaged in the business of power generation, which had pur-chased land in Chhattisgarh in 2002 for setting up a 9.8 MWbiomass power plant, and had, in this regard, obtained a loan of`28 crores from a consortium of several banks. Pursuant tosubsequent discussions between Indiabulls Infrastructure CreditLimited (“IICL”) and SAAIL and Suryachakra Global EnviroPower Limited (“SGEPL”), IICL sanctioned a loan of ̀ 35 croreseach to SAAIL and SGEPL with Bhuvana Energy & ProjectConsultants Private Limited (“Bhuvana”) being a co-borrowerin the said loan. Loan sanctioned for SAAIL was used primarilyfor repaying the existing loan by the consortium as above. Theloan sanctioned by IICL was secured by, certain assets of SAAIL,certain assests of SGEPL, pledge of shares held by SGEPL in acompany owned by it and personal guarantees from directorand shareholder of SAAIL viz. M. Seshavatharam (“MS”) andDr. S M Manepalli (“SMM”).Thereafter, Indiabulls Financial Services Limited (“IFSL”)



granted another loan facility to SGEPL for an amount of `50crores, which was substantially used to repay the existing loanavailed from IICL. Pursuant to the merger of IFSL with IHFL,IHFL, in its capacity as successor to IFSL, issued demand no-tices under Section 13 (2) of the SARFAESI Act on July 23, 2013for a sum of approximately ̀ 55.58 crores by way of outstandingprincipal amount (including accrued late charges) and interesttill July 22, 2013 along with future interest at 17.5% per annumand other charges with effect from July 23, 2013. Despite objec-tions raised by the borrowers and security providers namedabove, IHFL on October 22, 2013 proceeded to issue a posses-sion notice under Rule 8 (1) of the SARFAESI Rules, 2002 andsubsequently a sale notice on November 30, 2015.Suryachakra Power Corporation Limited (“SPCL”) along withothers have filed writ petition before High Court of AndhraPradesh, claiming that it has 78% shareholding in SGEPL whichin turn has 100% shareholding in SAAIL. It has been allegedthat since IICL and IFSL could not have invoked measuresunder SARFAESI, therefore IHFL cannot invoke the provisionsof SARFAESI Act. SPCL has also claimed that IHFL had in-voked winding up proceedings against SAAIL and SGEPL inwhich official liquidator has been appointed, and because theproperties vest in the official liquidator, IHFL could not haveinvoked the provisions of SARFAESI Act.The Hon’ble High Court of Andhra Pradesh has issued noticeon the writ petition but has refused to interfere with the auctionand has allowed IHFL to proceed with the sale of the securedassets. The Hon’ble High Court has clarified that the sale wouldbe subject to final adjudication in the writ petition. IHFL hassold the mortgaged property and has also issued the certificateof sale.In separate proceedings, IDBI has filed applications in disposedoff winding up petitions before Andhra Pradesh High Courtseeking stay of the auction proceedings conducted by IHFL forsale of SAAIL and SGEPL’s properties on the ground that thecompanies whose properties are being sold are under liquida-tion and the official liquidator is yet to take physical possessionof the properties. IDBI has stated that if the properties are soldby official liquidator then the same would be beneficial for clear-ing dues of workers, secured and unsecured creditors. The saidpetitions are yet to be listed.Further, IHFL has initiated arbitration proceedings againstBhuvana, MS and SMM for loans availed by SGEPL and SAAIL,to recover the amount outstanding pursuant to sale of mort-gaged property. Justice J.D. Kapoor (former judge Delhi Highcourt) has been appointed as the sole arbitrator. The matter iscurrently pending adjudication.

5. In July 2016, an on spot search was conducted at certain officesof IHFL by officials of the Income Tax Department under theIndian tax laws. In the course of the search, the tax officialsinspected certain documents at the searched premises. There-after, IHFL has from time to time duly provided information re-quested by the officials of the Income Tax Department; how-ever, no statutory notice or order creating a tax liability on IHFLhas been received from the Income Tax Department.

6. Nimitaya Infotech Private Limited (“Nimitaya”) approached IHFLto avail loans to meet the working capital requirements for busi-ness needs against the mortgage of certain immovable proper-ties. Since, Nimitaya committed breach of the loan agreements

inter alia by making defaults in payment of the monthly instal-ment due and payable to IHFL, proceedings have been initiatedunder Section 7 of Insolvency and Bankruptcy Code, 2016 be-fore the National Company Law Tribunal (“NCLT”), Delhi foradmission of the petition and initiation of the Corporate Insol-vency Resolution Process (“CIRP”). Notice on the applicationhas been issued by the NCLT and Nimitaya is to file reply.

7. Shree Ram Urban Infrastructure Limited (Shree Ram) approachedIHFL for availing loans for construction of a real estate projectknown as Palais Royale (Project). The loans were secured by themortgage of the Project along with receivables arising out of theProject. Since, Shree Ram was unable to pay the dues, the loanswere recalled and (i) IHFL initiated proceedings under SARFAESIAct, pursuant to which an application has been filed before Com-pany Court in Bombay High Court seeking handover of the physi-cal possession of the mortgaged properties by the provisionalliquidator; and (ii) proceedings were initiated under Section 7 ofInsolvency and Bankruptcy Code, 2016, as amended (“IBC”)before NCLT, Mumbai for admission of the petition and initiationof the corporate insolvency resolution process. NCLT, Mumbaidismissed our petition filed under Section 7 of IBC holding that itdoes not have jurisdiction under IBC as Bombay High Court hasalready appointed a provisional liquidator in a separate windingup petition. This order passed by NCLT was challenged beforeNational Company Law Appellate Tribunal (“NCLAT”). How-ever, on account of earlier judgments, the order passed by NCLTwas not interfered with by NCLAT. We have filed appeal chal-lenging the order passed by NCLAT before the Supreme Courton the ground that irrespective of winding up proceedings inquestion, application under Section 7 of IBC is maintainable. TheHon’ble Supreme Court has admitted the appeal and issued no-tice thereon.

E. Consumer casesIHFL has approximately 230 consumer complaints / appeals in whichwe are respondents. These primarily pertain to alleged deficiency inservice and there are some proceedings in which we are pro formaparties. The issues involved in such complaints include inter aliacharging allegedly foreclosure charges / pre-payment penalty, ex-cessive interest rate, unilateral increase in tenure, declaration ofaccount as NPA, stay of possession of property, forceful reposses-sion of vehicles; sale of vehicles; non-issuance of no objectioncertificates and higher rate of interest.F. Criminal cases including cases under Section 138 of the Ne-

gotiable Instruments Act1. IHFL, in the ordinary course of business, has numerous pro-

ceedings against defaulting customers under section 138 of theNegotiable Instruments Act. Further, 30 of the pending casesfiled against us are in the nature of criminal appeals filed againstconviction in such cases initiated by us under section 138 ofthe Negotiable Instruments Act.

2. Gulab Singh Negi filed an application on March 29, 2014 undersection 156 (3) of Criminal Procedure Code, 1973 before ChiefJudicial Magistrate, Dehradun (“Magistrate”) alleging that hisson B.S.Negi has committed fraud by forging signatures in con-nivance with the officers of a number of banks and also IHFL(“Matter”) and pleaded for appropriate action under Indian Pe-nal Code, 1860 (“IPC”). Upon receipt of the application Magis-trate directed Kotwali Nagar police station to lodge a first infor-mation report (“FIR”). Accordingly an FIR no. 310/2014 undersection 420/467/468/466/471/120 of IPC was lodged on Novem-



ber 28, 2014 for the afore stated Matter. The Matter is currentlypending adjudication.

3. A first information report (“FIR”) was filed in Hennur policestation, Bengaluru on August 6, 2011 under section 405/418/418/420120B/34 of Indian Penal Code, 1860 by Mrs. MinnieVarghese (“Complainant”) against Mr. Prabin Pradhan, man-ager of Malleswaram local branch office of IHFL (“Manager”)certain employees of IHFL and others. It has been alleged thatthe Manager and other accused conspired and wrongly sold aproperty of IHFL. After issuance of non-bailable warrants, aquashing petition was filed by employees of IHFL in High Courtof Karnataka for quashing of FIR qua them. The Hon’ble HighCourt has stayed the proceedings of trial court and has orderedpetitioners to voluntarily appear before the trial court. The mat-ter is currently pending adjudication.

4. Uma Maheshwari, a co-borrower in a loan facility granted byIHFL has filed a complaint on December 14, 2009 with Egmorepolice station, Chennai through her father against certain indi-viduals that is Mr. Venkatesh and his wife (who had been en-trusted with the title deeds of immovable property) and againstIHFL basis which FIR no. 49/2010 was registered by the police.It has been alleged that the said individuals have impersonatedUma Maheshwari, forged signatures and conspired with IHFLto create a mortgage without her consent. The matter is cur-rently pending adjudication before Hon’ble High Court of Judi-cature at Madras.

5. Suryachkra Global Enviro Power Limited and others (“Petition-ers”) have on September 23, 2014 filed a writ petition no. 34368of 2014 before the Hon’ble High Court of judicature at Hyderabadpraying for issue of writ of mandamus for quashing the firstinformation report no. 278 dated October 2, 2013 lodged withUdyog Vihar police station, Gurugram by IHFL against Petition-ers for disclosing manipulated accounts for availing of loanfrom IHFL and non-repayment of the loan. The matter is cur-rently pending adjudication.

6. Ms. Manisha Rajgaria had filed a complaint dated July 19, 2010before Judicial Magistrate, Alipore, Kolkata under section 406,420 and 120B of Indian Penal Code, against IHFL, its promoterMr. Sameer Gehlaut and others in relation to a dispute regardingloan transactions. It was alleged by the complainant that IHFLintended to defraud her from the inception of the transactionand that there had been a criminal breach of trust. Summonswere issued on July 20, 2010 against IHFL and Mr. SameerGehlaut pursuant to which IHFL filed a petition for quashingthe complaint and summoning the order passed by JudicialMagistrate, Alipore, Kolkata. The Hon’ble Calcutta High Courtstayed the proceedings pending adjudication before JudicialMagistrate, Alipore,Kolkata. The matter is currently pending.

7. Raghani Property Holdings Private Limited (the“Complainant”), filed a criminal complaint dated April 19, 2017,under Sections 406,409,420 and 506 read with Sections 34 and120B of the Indian Penal Code, 1860, before the Court of theMetropolitan Magistrate, Calcutta (“Court”) against Lucina LandDevelopment Limited, IHFL and directors of IHFL viz. Mr. SameerGehlaut, Mr. Gagan Banga, Mr. Prem Prakash Mirdha, SamesherSingh Ahlawat, Sachin Chaudhary, Ajit Kumar Mittal, AshwiniOmprakash Kumar, Kamlesh Shailesh Chandra Chakraborty,Manjari Ashok Kacker, Justice B P Singh and ohers (collec-tively, the “Respondents”). The Complainant has alleged thatthe Respondents have entered into criminal conspiracy and

have cheated the Complainant. The Complainant has also al-leged that the Respondents have engaged in an ‘Interest Sub-vention Scheme’ inducing proposed buyers of housing units intheir project to avail financial support from them. On April 25,2017, the Court issued summons against Respondents. IHFLand its directors filed an application under Section 397/401 readwith Section 482 of Criminal Procedure Code, 1973 for quashingof the proceedings. Accordingly the proceeding pending be-fore the Court qua the Respondents were stayed for a period ofsix weeks and the Respondents have also been given a libertyto seek extension of the stay of the proceedings from time totime. The matter is currently pending hearing.

8. One Pratap Singh (the “Petitioner”) has approached the HighCourt of Haryana and Punjab under a criminal petition bearingnumber CRM-M-31714-2017 alleging that the respondents-com-plainant has filed a first information report with the police againstthe Petitioner despite offering to repay borrowed funds. TheHigh Court of Haryana and Punjab passed an interim orderdated August 29, 2017 wherein no coercive action should betaken against the Petitioner.

III. Involving our Directors1. Mr. Shamsher Singh Ahlawat and Mr. Prem Prakash Mirdhaa. Mr. Ramesh Kumar Gupta had filed a complaint before the court

of Judicial Magistrate, Kaithal (Haryana) (“Judicial Magis-trate”) against Indiabulls Ventures Limited (“IVL”), Mr. SameerGehlaut, Mr. Gagan Banga , Mr. Shamsher Singh Ahlawat, Mr.Prem Prakash Mirdha and others in relation to a dispute regard-ing certain transactions in his securities trading account (the“Complaint”). It was alleged by Mr. Ramesh Kumar Gupta thatthere was an unauthorized trading done in his trading accountby the officials of IVL. The police investigation has been com-pleted and the police authorities have filed its closure reportstating that no cognizable offence had been made out. Thematter is currently pending for closure before the Judicial Mag-istrate.

b. LeasePlan India Private Limited and LeasePlan Fleet Manage-ment India Private Limited (the “Complainants”) filed a criminalcomplaint on April 24, 2012 in the court of Chief MetropolitanMagistrate, New Delhi (“Chief Metropolitan Magistrate”) un-der section 200 of Crimnal Procedure Code, 1973 against StoreOne Retail India Limited (formerly known as Indiabulls RetailServices Limited and Piramyd Retail Limited), Mr. Samsher SinghAhlawat, Mr. Prem Prakash Mirdha and others (collectively, the“Accused Persons”) alleging that the Accused Persons havecommitted criminal breach of trust and cheating in criminal con-spiracy with each other, against the Complainants by series ofacts/omissions and induced the Complainants to part away fromFord Fiesta 4 wheeler car bearing registration numberMH01VA2415, based on false promise/representation of theAccused Persons. The court of Chief Metropolitan Magistratevide. its order dated March 30, 2017, dismissed the complaintfiled by the Complainants (“Order”). The Complainants havefiled a petition no. CRL.M.C.4724/2017 in the High Court ofDelhi, seeking to quash the Order passed by the Chief Metro-politan Magistrate. The matter is currently pending hearing.

2. Mr. Ajit Kumar Mittala. For details in relation to complaints filed by Raghani Property

Holdings Private Limited and Ms. Manisha Rajgaria against Mr.Ajit Kumar Mittal, please see “ — Criminal cases including



cases under Section 138 of the Negotiable Instruments Act”on page 148 of the Prospectus.

IV. Involving our SubsidiaryNil

V. Involving Sameer Gehlaut, promoter of our Promoter IndiabullsHousing Finance Limited

A. Criminal cases1. Mr. Ramesh Kumar Gupta had filed a complaint before the court

of Judicial Magistrate, Kaithal (Haryana) (“Judicial Magis-trate”) against Indiabulls Ventures Limited (“IVL”), Mr. SameerGehlaut (in the capacity of Director of IVL), Mr. Gagan Banga(in the capacity of an official of IVL) and others in relation to adispute regarding certain transactions in his securities tradingaccount (the “Complaint”). It was alleged by Mr. Ramesh KumarGupta that there was an unauthorized trading done in his trad-ing account by the officials of IVL. Through a letter dated Octo-ber 6, 2006, IVL denied the allegations contained in the Com-plaint, and stated that Mr. Sameer Gehlaut had no role in thedispute and was not even director of IVL during the time of theallegations and Mr. Gagan Banga catered to policy matters andwas not involved with day-to-day trading transactions, andhence he had no role in the dispute. The police investigationhas been completed and the police authorities filed its closurereport stating that no cognizable offence had been made out.The matter is currently pending for closure before the JudicialMagistrate.

2. Ms. Sadiya Yusuf and Ms. Sania Yusuf (“Petitioners”) havefiled a criminal revision petition before the Court of the Ses-sions Judge, Patiala House Court, Delhi, against, amongst oth-ers, Athena Infrastructure Limited (“Athena”); its holding com-pany, Indiabulls Real Estate Limited (“IREL”); Mr. Labh SinghSitara, a director of Athena, and Mr. Sameer Gehlaut, as a direc-tor of IREL, to set aside an order of the Chief MetropolitanMagistrate dated October 7, 2016 (“Impugned Order”). The Im-pugned Order dismissed the application of the Petitioner undersection 156(3) of the Code of Criminal Procedure, 1973, allegingthat they had been induced into booking a flat at an upcomingproject of Athena by way of aggressive advertising, criminalbreach of trust, embezzlement of funds, misappropriation withfraudulent intention, cheating and criminal conspiracy; and pray-ing that an order be passed directing the police to register a firstinformation report in the matter, impound the passports of theaccused and secure the amount invested in the flat by the Peti-tioners, being ̀ 1.81 crores (“Disputed Amount”). The Petition-ers also filed a consumer complaint in September 2015 beforethe National Consumers Dispute Redressal Commission for therecovery of the Disputed Amount. The matter is currently pend-ing.

3. Rishi Modi (“Complainant”) on February 2, 2015 filed com-plaint under section 420/467/468/471/474/499/120-B of IndianPenal Code, 1860 (“Complaint”) against Sameer Gehlaut and 2others (“Accused”) with Kowali police station, Patiala alleg-ing that the Accused have committed fraud with the Com-plainant and his wife by taking illegal possession of their prop-erty and prayed that the Accused be summoned, tried andpunished under the applicable provisions of law. Judicial mag-istrate, Patiala took the cognizance and vide summoning orderdated November 4, 2016 summoned Accused to face trial forthe offences punishable under sec 420,471,474 of Indian Penal

Code, 1860 (“Summon”), against which Mr. Sameer Gehlauthas filed petition no. CRM-M-39947 of 2017 with Hon’ble HighCourt of Punjab and Haryana for quashing the said summon.The Hon’ble High Court of Punjab and Haryana vide its in-terim order dated October 25, 2017 has issued notice on thepetition and ordered stay of the proceedings before the trialcourt. The matter is currently pending adjudication at Hon’bleHigh Court of Punjab and Haryana.

4. For details in relation to complaints filed by Raghani PropertyHoldings Private Limited and Ms. Manisha Rajgaria againstMr. Sameer Gehlaut, please see “ — Criminal cases includingcases under Section 138 of the Negotiable Instruments Act”on page 148 of the Prospectus.

Other than as mentioned below, there are no litigation or legalaction pending or taken by any ministry or department of thegovernment or a statutory authority against the Promoter of ourCompany during the last five years immediately preceding theyear of the issue of the Prospectus and that there have been nodirection issued by such ministry or department or statutoryauthority upon conclusion of such litigation or legal action:IHFL has paid a sum of ̀ 14,39,900 to SEBI for settlement of noticedated July 18, 2016 received under rule 4 of the SEBI (Procedurefor Holding Inquiry and Imposing Penalties by Adjudicating Of-ficer) Rules, 1995 by IHFL in relation to certain irregularities withthe filing of shareholding patterns by IHFL (between 2010 and2012) with the stock exchanges pursuant to the erstwhile equitylisting agreement that all listed entities in India were required toenter into with the stock exchanges.Details of acts of material frauds committed against our Com-pany in the last five years, if any, and if so, the action taken by ourCompanyThere have been instances of fraud, which are inherent in thenature of the business of our Company. However, there is nomaterial fraud committed against our Company in the last fiveFiscals.Save as disclosed in the Prospectus, there are no:1. inquiries, inspections or investigations initiated or conducted

under the Companies Act or any previous companies law inthe last five years immediately preceding the year of issue ofthe Prospectus against our Company and Subsidiary;

2. pending litigation involving our Company, Promoter, Direc-tors, Subsidiaries, group companies or any other person,whose outcome could have material adverse effect on the po-sition of our Company; and

3. pending proceedings initiated against our Company for eco-nomic offences.

4. outstanding defaults in the payment of statutory dues.MATERIAL DEVELOPMENTSThere have been no material developments since March 31, 2018and there have arisen no circumstances that materially or ad-versely affect the operations, or financial condition or profitabil-ity or credit quality of the Company or the value of its assets or itsability to pay its liabilities with the next 12 months except as statedin the section “Financial Information” beginning on page 121 ofthe Prospectus.There has been no material indebtedness incurred by our Com-pany and no Equity Shares has been allotted by our Companysince March 31, 2018, except as stated below:



1. Our Company has allotted 4,70,77,923 Equity Shares to IHFLpursuant to the Rights Issue on June 20, 2018 at a issue priceof ̀ 154 per Equity Share.

2. Our Company issued secured redeemable non-convertibledebentures of ̀ 200 crores on June 29, 2018. Further our Com-pany availed of three term loans in June 2018 aggregating to ̀305 crores.

3. In June 2018, the Company has received a sanction for cashcredit facility aggregating to ̀ 100 crores.

OTHER REGULATORY AND STATUTORY DISCLOSURESAuthority for the IssueAt the meeting of the Board of Directors of our Company, held onAugust 13, 2018, the Directors approved the issue of NCDs to thepublic, up to an amount not exceeding ̀ 3,000 crores. Further, thepresent borrowing is within the borrowing limits under Section180(1)(c) of the Companies Act, 2013 duly approved by the share-holders at the extraordinary general meeting of our Company heldon August 1, 2018Prohibition by SEBI/ Eligibility of our Company to come out withthe IssueOur Company, persons in control of our Company and/or ourDirectors and/or our Promoters have not been restrained, prohib-ited or debarred by SEBI from accessing the securities market ordealing in securities and no such order or direction is in force.Further, no member of our promoter group has been prohibited ordebarred by SEBI from accessing the securities market or dealingin securities due to fraud.Wilful DefaulterOur Company, our Directors and/or our Promoters have not beencategorised as a wilful defaulter by the RBI, ECGC, any govern-ment/regulatory authority and/or by any bank or financial institu-tion nor are they in default of payment of interest or repayment ofprincipal amount in respect of debt securities issued to the pub-lic, for a period of more than six-months.Disclaimer Clause of SEBIIT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSIONOF OFFER DOCUMENT TO THE SECURITIES AND EX-CHANGE BOARD OF INDIA (SEBI) SHOULD NOT IN ANYWAY BE DEEMED OR CONSTRUED THAT THE SAME HASBEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOTTAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIALSOUNDNESS OF ANY SCHEME OR THE PROJECT FORWHICH THE ISSUE IS PROPOSED TO BE MADE OR FORTHE CORRECTNESS OF THE STATEMENTS MADE OR OPIN-IONS EXPRESSED IN THE OFFER DOCUMENT. THE LEADMANAGERS, EDELWEISS FINANCIAL SERVICES LIMITED,A.K. CAPITAL SERVICES LIMITED, TRUST INVESTMENTADVISORS PRIVATE LIMITED, AXIS BANK LIMITED, YESBANK LIMITED AND YES SECURITIES (INDIA) LIMITED HASCERTIFIED THAT THE DISCLOSURES MADE IN THE OFFERDOCUMENT ARE GENERALLY ADEQUATE AND ARE IN CON-FORMITY WITH THE SEBI (ISSUE AND LISTING OF DEBTSECURITIES) REGULATIONS, 2008 IN FORCE FOR THE TIMEBEING. THIS REQUIREMENT IS TO FACILITATE INVESTORSTO TAKE AN INFORMED DECISION FOR MAKING INVEST-MENT IN THE PROPOSED ISSUE.IT SHOULD ALSO BE CLEARLY UNDERSTOOD THATWHILE THE ISSUER IS PRIMARILY RESPONSIBLE FOR THE

CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALLRELEVANT INFORMATION IN THE OFFER DOCUMENT, THELEAD MANAGERS ARE EXPECTED TO EXERCISE DUE DILI-GENCE TO ENSURE THAT THE ISSUER DISCHARGES ITSRESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TO-WARDS THIS PURPOSE, THE LEAD MANAGERS, EDEL-WEISS FINANCIAL SERVICES LIMITED, A.K. CAPITAL SER-VICES LIMITED, TRUST INVESTMENT ADVISORS PRIVATELIMITED, AXIS BANK LIMITED, YES BANK LIMITED ANDYES SECURITIES (INDIA) LIMITED, HAS FURNISHED TOSEBI A DUE DILIGENCE CERTIFICATE DATED SEPTEMBER4, 2018 WHICH READS AS FOLLOWS:1. WE CONFIRM THAT NEITHER THE ISSUER NOR ITS PRO-

MOTERS OR DIRECTORS HAVE BEEN PROHIBITEDFROM ACCESSING THE CAPITAL MARKET UNDER ANYORDER OR DIRECTION PASSED BY THE BOARD. WEALSO CONFIRM THAT NONE OF THE INTERMEDIARIESNAMED IN THE PROSPECTUS HAVE BEEN DEBARREDFROM FUNCTIONING BY ANY REGULATORY AUTHOR-ITY.

2. WE CONFIRM THAT ALL THE MATERIAL DISCLOSURESIN RESPECT OF THE ISSUER HAVE BEEN MADE IN THEPROSPECTUS AND CERTIFY THAT ANY MATERIAL DE-VELOPMENT IN THE ISSUE OR RELATING TO THE IS-SUE UP TO THE COMMENCEMENT OF LISTING ANDTRADING OF THE NCDS OFFERED THROUGH THE IS-SUE SHALL BE INFORMED THROUGH PUBLIC NOTICES/ADVERTISEMENTS IN ALL THOSE NEWSPAPERS INWHICH PRE-ISSUE ADVERTISEMENT AND ADVERTISE-MENT FOR OPENING OR CLOSURE OF THE ISSUE WILLBE GIVEN.

3. WE CONFIRM THAT THE PROSPECTUS CONTAINS ALLDISCLOSURES AS SPECIFIED IN THE SECURITIES ANDEXCHANGE BOARD OF INDIA (ISSUE AND LISTING OFDEBT SECURITIES) REGULATIONS, 2008, AS AMENDED.

4. WE ALSO CONFIRM THAT ALL RELEVANT PROVISIONSOF THE COMPANIES ACT, 2013, AS AMENDED AND TOTHE EXTENT NOTIFIED, SECURITIES CONTRACTS(REGULATION) ACT, 1956, SECURITIES AND EXCHANGEBOARD OF INDIA ACT, 1992 AND THE RULES, REGULA-TIONS, GUIDELINES, CIRCULARS ISSUED THEREUNDERARE COMPLIED WITH.

WE CONFIRM THAT NO COMMENTS/COMPLAINTS WERERECEIVED ON THE DRAFT PROSPECTUS DATED AUGUST23, 2018 FILED WITH BSE LIMITED, BEING THE DESIG-NATED STOCK EXCHANGE AND NATIONAL STOCK EX-CHANGE OF INDIA LIMITED.Disclaimer Clause of NSEAS REQUIRED, A COPY OF THIS OFFER DOCUMENT HASBEEN SUBMITTED TO NATIONAL STOCK EXCHANGE OFINDIA LIMITED (HEREINAFTER REFERRED TO AS NSE). NSEHAS GIVEN VIDE ITS LETTER REF.: NSE/LIST/59117 DATEDSEPTEMBER 3, 2018 PERMISSION TO THE ISSUER TO USETHE EXCHANGE’S NAME IN THIS OFFER DOCUMENT ASONE OF THE STOCK EXCHANGES ON WHICH THISISSUER’S SECURITIES ARE PROPOSED TO BE LISTED. THEEXCHANGE HAS SCRUTINIZED THIS DRAFT OFFER DOCU-MENT FOR ITS LIMITED INTERNAL PURPOSE OF DECID-ING ON THE MATTER OF GRANTING THE AFORESAID PER-MISSION TO THIS ISSUER.



IT IS TO BE DISTINCTLY UNDERSTOOD THAT THE AFORE-SAID PERMISSION GIVEN BY NSE SHOULD NOT IN ANYWAY BE DEEMED OR CONSTRUED THAT THE OFFER DOCU-MENT HAS BEEN CLEARED OR APPROVED BY NSE; NORDOES IT IN ANY MANNER WARRANT, CERTIFY OR EN-DORSE THE CORRECTNESS OR COMPLETENESS OF ANYOF THE CONTENTS OF THIS OFFER DOCUMENT; NORDOES IT WARRANT THAT THIS ISSUER’S SECURITIES WILLBE LISTED OR WILL CONTINUE TO BE LISTED ON THEEXCHANGE; NOR DOES IT TAKE ANY RESPONSIBILITY FORTHE FINANCIAL OR OTHER SOUNDNESS OF THIS ISSUER,ITS PROMOTER, ITS MANAGEMENT OR ANY SCHEME ORPROJECT OF THIS ISSUER.EVERY PERSON WHO DESIRES TO APPLY FOR OR OTHER-WISE ACQUIRE ANY SECURITIES OF THIS ISSUER MAY DOSO PURSUANT TO INDEPENDENT INQUIRY, INVESTIGA-TION AND ANALYSIS AND SHALL NOT HAVE ANY CLAIMAGAINST THE EXCHANGE WHATSOEVER BY REASON OFANY LOSS WHICH MAY BE SUFFERED BY SUCH PERSONCONSEQUENT TO OR IN CONNECTION WITH SUCH SUB-SCRIPTION /ACQUISITION WHETHER BY REASON OF ANY-THING STATED OR OMITTED TO BE STATED HEREIN ORANY OTHER REASON WHATSOEVER.Disclaimer Clause of BSEBSE LIMITED (“THE EXCHANGE”) HAS GIVEN VIDE ITSLETTER DATED AUGUST 31, 2018, PERMISSION TO THISCOMPANY TO USE THE EXCHANGE’S NAME IN THIS OF-FER DOCUMENT AS ONE OF THE STOCK EXCHANGES ONWHICH THIS COMPANY’S SECURITIES ARE PROPOSED TOBE LISTED. THE EXCHANGE HAS SCRUTINIZED THIS OF-FER DOCUMENT FOR ITS LIMITED INTERNAL PURPOSEOF DECIDING ON THE MATTER OF GRANTING THE AFORE-SAID PERMISSION TO THIS COMPANY. THE EXCHANGEDOES NOT IN ANY MANNER:A. WARRANT, CERTIFY OR ENDORSE THE CORRECTNESS

OR COMPLETENESS OF ANY OF THE CONTENTS OFTHIS DRAFT OFFER DOCUMENT; OR

B. WARRANT THAT THIS COMPANY’S SECURITIES WILLBE LISTED OR WILL CONTINUE TO BE LISTED ON THEEXCHANGE; OR

C. TAKE ANY RESPONSIBILITY FOR THE FINANCIAL OROTHER SOUNDNESS OF THIS COMPANY, ITS PRO-MOTER, ITS MANAGEMENT OR ANY SCHEME ORPROJECT OF THIS COMPANY;

AND IT SHOULD NOT FOR ANY REASON BE DEEMED ORCONSTRUED THAT THIS OFFER DOCUMENT HAS BEENCLEARED OR APPROVED BY THE EXCHANGE. EVERY PER-SON WHO DESIRES TO APPLY FOR OR OTHERWISE AC-QUIRES ANY SECURITIES OF THIS COMPANY MAY DO SOPURSUANT TO INDEPENDENT INQUIRY, INVESTIGATIONAND ANALYSIS AND SHALL NOT HAVE ANY CLAIMAGAINST THE EXCHANGE WHATSOEVER BY REASON OFANY LOSS WHICH MAY BE SUFFERED BY SUCH PERSONCONSEQUENT TO OR IN CONNECTION WITH SUCH SUB-SCRIPTION/ACQUISITION WHETHER BY REASON OF ANY-THING STATED OR OMITTED TO BE STATED HEREIN ORFOR ANY OTHER REASON WHATSOEVER.Disclaimer Clause of the RBITHE COMPANY HAS OBTAINED A CERTIFICATE OF REGIS-

TRATION DATED APRIL 16, 2015 BEARING REGISTRATIONNO. N -14.03136 ISSUED BY THE RBI TO CARRY ON THEACTIVITIES OF AN NBFC UNDER SECTION 45 IA OF THERBI ACT, 1934. HOWEVER A COPY OF THE PROSPECTUSHAS NOT BEEN FILED WITH OR SUBMITTED TO THE RE-SERVE BANK OF INDIA (“RBI”). IT IS DISTINCTLY UNDER-STOOD THAT THE PROSPECTUS SHOULD NOT IN ANY WAYBE DEEMED OR CONSTRUED TO BE APPROVED OR VETTEDBY RBI. RBI DOES NOT ACCEPT ANY RESPONSIBILITY ORGUARANTEE ABOUT THE PRESENT POSITION AS TO THEFINANCIAL SOUNDNESS OF THE ISSUER OR FOR THE COR-RECTNESS OF ANY OF THE STATEMENTS OR REPRESEN-TATIONS MADE OR OPINIONS EXPRESSED BY THE ISSUERAND FOR DISCHARGE OF LIABILITY BY THE ISSUER. BYISSUING THE AFORESAID CERTIFICATE OF REGISTRATIONDATED APRIL 16, 2015 TO THE ISSUER, RBI NEITHER AC-CEPTS ANY RESPONSIBILITY NOR GUARANTEE FOR THEPAYMENT OF ANY AMOUNT DUE TO ANY INVESTOR INRESPECT OF THE PROPOSED NCDS.Disclaimer in Respect of JurisdictionTHE ISSUE IS BEING MADE IN INDIA, TO INVESTORS FROMCATEGORY I, CATEGORY II, CATEGORY III AND CATEGORYIV. THE DRAFT PROSPECTUS AND THE PROSPECTUS WILLNOT, HOWEVER CONSTITUTE AN OFFER TO SELL OR ANINVITATION TO SUBSCRIBE FOR THE NCDS OFFEREDHEREBY IN ANY JURISDICTION OTHER THAN INDIA TOANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE ANOFFER OR INVITATION IN SUCH JURISDICTION. ANY PER-SON INTO WHOSE POSSESSION THE DRAFT PROSPEC-TUS AND THE PROSPECTUS COMES IS REQUIRED TO IN-FORM HIMSELF OR HERSELF ABOUT, AND TO OBSERVE,ANY SUCH RESTRICTIONS.Track record of past public issues handled by the Lead Manag-ersThe track record of past issues handled by the Lead Managers, asrequired by SEBI circular number CIR/MIRSD/1/2012 datedJanuary 10, 2012, are available at the following websites:Name of Lead Manager WebsiteEdelweiss Financial Services Limited www.edelweissfin.comA.K.Capital Services Limited www.akgroup.co.inTrust Investment Advisors Private Limited www.trustgroup.inAxis Bank Limited www.axisbank.comYES Bank Limited www.yesbank.inYES Securities (India) Limited www.yesinvest.in

ListingThe NCDs proposed to be offered through this Issue are pro-posed to be listed on BSE and NSE. An application has been madeto the BSE and NSE for permission to deal in and for an officialquotation of our NCDs. BSE has been appointed as the Desig-nated Stock Exchange.If permissions to deal in and for an official quotation of our NCDsare not granted by the BSE and NSE, our Company will forthwithrepay, without interest, all moneys received from the Applicantsin pursuance of the Draft Prospectus and Prospectus.Our Company shall ensure that all steps for the completion of thenecessary formalities for listing and commencement of trading atthe Stock Exchange mentioned above are taken within 12 Work-ing Days from the date of closure of the Issue.For the avoidance of doubt, it is hereby clarified that in the event



of under subscription to any one or more of the series, suchNCDs with series shall not be listed.Our Company shall pay interest at 15% (fifteen) per annum ifAllotment is not made and refund orders/allotment letters are notdispatched and/or demat credits are not made to investors within12 Working Days of the Issue Closing Date or date of refusal ofthe Stock Exchange(s), whichever is earlier. In case listing permis-sion is not granted by the Stock Exchange(s) to our Company andif such money is not repaid within the day our Company becomesliable to repay it on such account, our Company and every officerin default shall, on and from expiry of 8 days, be liable to repay themoney with interest at the rate of 15% as prescribed under Rule 3of Companies (Prospectus and Allotment of Securities) Rules,2014 read with Section 26 of the 2013 Act, provided that the ben-eficiary particulars relating to such Applicants as given by theApplicants is valid at the time of the upload of the demat credit.ConsentsConsents in writing of: (a) the Directors, (b) our Company Secre-tary and Compliance Officer, (c) Bankers and or Lenders to ourCompany, (d) Lead Managers, (e) the Registrar to the Issue, (f)Legal Advisor to the Issue, (g) Credit Rating Agencies, (h) ICRALimited for ICRA Research Report (i) the Debenture Trustee (j)Banker to the Issue, (k) Refund Banker to the Issue, (l) Consor-tium Members and (m) Chief Financial Officer have been obtainedand the same will be filed along with a copy of the Draft Prospec-tus and Prospectus with the ROC.The consent of the Statutory Auditor of our Company, namelyAjay Sardana Associates, Chartered Accountants, for (a) inclu-sion of their name as the Statutory Auditor; (b) reports on Refor-matted Financial Statements and (c) opinion on Limited ReviewFinancial Statements in the form and context in which they appearin the Prospectus have been obtained and it has not withdrawnsuch consent and the same will be filed with the ROC.The consent of the independent chartered accountants, namelyA. Sardana & Co., Chartered Accountants, for inclusion of state-ment of tax benefits dated August 21, 2018, issued by them, in theProspectus have been obtained and it has not withdrawn suchconsent and the same will be filed with the ROC.Expert OpinionExcept the following, our Company has not obtained any expertopinions in connection with the Prospectus:1. Our Company has received consent from its Statutory Audi-

tor, namely, Ajay Sardana Associates, Chartered Accountants,to include their name as required under Section 26 (1) (v) ofthe Companies Act, 2013 and as “Expert” as defined underSection 2(38) of the Companies Act, 2013 in the Prospectus inrespect of the reports of the Auditors dated August 13, 2018included in the Prospectus and such consent has not beenwithdrawn as on the date of the Prospectus.

2. Our Company has received consent from A Sardana & Co.,Chartered Accountants, to include their name as required un-der Section 26 (1) (v) of the Companies Act, 2013 and as “Ex-pert” as defined under Section 2(38) of the Companies Act,2013 in the Prospectus in respect of statement of tax benefitsdated August 21, 2018 included in the Prospectus and suchconsent has not been withdrawn as on the date of the Pro-spectus.

Common form of TransferThe Issuer undertakes that there shall be a common form of trans-fer for the NCDs and the provisions of the Companies Act, 2013and all applicable laws shall be duly complied with in respect of alltransfer of debentures and registration thereof.

Minimum SubscriptionIn terms of the SEBI Debt Regulations, for an issuer undertakinga public issue of debt securities the minimum subscription forpublic issue of debt securities shall be 75% of the Base Issue i.e.` 750 crores. If our Company does not receive the minimum sub-scription of 75% of the Base Issue i.e. ` 750 crores, prior to theIssue Closing Date, the entire subscription amount shall be re-funded to the Applicants within 12 days from the date of closureof the Issue. The refunded subscription amount shall be creditedonly to the account from which the relevant subscription amountwas remitted In the event, there is a delay, by the Issuer in makingthe aforesaid refund, our Company will pay interest at the rate of15% per annum for the delayed period.Under Section 39(3) of the Companies Act, 2013 read with Rule11(2) of the Companies (Prospectus and Allotment of Securities)Rules, 2014 if the stated minimum subscription amount is notreceived within the specified period, the application money re-ceived is to be credited only to the bank account from which thesubscription was remitted. To the extent possible, where the re-quired information for making such refunds is available with ourCompany and/or Registrar, refunds will be made to the accountprescribed. However, where our Company and/or Registrar doesnot have the necessary information for making such refunds, ourCompany and/or Registrar will follow the guidelines prescribedby SEBI in this regard including its circular (bearing CIR/IMD/DF-1/20/2012) dated July 27, 2012.Filing of the Draft ProspectusA copy of the Draft Prospectus has been filed with the StockExchanges in terms of Regulation 6(1) of the SEBI Debt Regula-tions and the same was hosted on their websites for dissemina-tion pursuant to Regulation 7 of the SEBI Debt Regulations.Filing of the Prospectus with the RoCOur Company is eligible to file a Prospectus as per requirementsof Section 6A of SEBI Debt Regulations. A copy of the Prospec-tus will be filed with the RoC, in accordance with Section 26 ofCompanies Act, 2013.ReservationNo portion of this Issue has been reservedBenefit/ interest accruing to Promoters/ Directors out of theobject of the IssueNeither the Promoter nor the Directors of our Company are inter-ested in the Objects of the Issue.For further details, please refer to “Other Regulatory And Statu-tory Disclosures" on page 152 of the Prospectus."RISK FACTORSProspective investors should carefully consider all the informationin the Prospectus, including the risks and uncertainties describedbelow, and under the section “Our Business” on page 72 of theProspectus and under “Financial Statements” on page 121 of theProspectus, before making an investment in the NCDs. The risksand uncertainties described in this section are not the only risksthat we currently face. Additional risks and uncertainties not knownto us or that we currently believe to be immaterial may also have anadverse effect on our business prospects, results of operations,cash flows and financial condition. The following risk factors aredetermined on the basis of their materiality. In determining the ma-teriality of risk factors, we have considered risks which may not bematerial individually but may be material when considered collec-tively, which may have a qualitative impact though not quantita-tive, which may not be material at present but may have a materialimpact in the future. Additional risks, which are currently unknown,



if materialises, may in the future have a material adverse effect onour business, financial condition and results of operations. If anyof the following or any other risks actually occur, our businessprospects, results of operations, cash flows and financial conditioncould be adversely affected and the price of and the value of yourinvestment in the NCDs could decline and you may lose all or partof your redemption amounts and/ or interest amounts.The financial and other related implications of risks concerned,wherever quantifiable, have been disclosed below. However, thereare certain risk factors where the effect is not quantifiable andhence has not been disclosed in the below risk factors. The num-bering of risk factors has been done to facilitate ease of readingand reference, and does not in any manner indicate the impor-tance of one risk factor over another.In this section, unless the context otherwise requires, a referenceto “our Company”, is a reference to Indiabulls Commercial CreditLimited on a standalone basis and references to “we”, “us”, and“our” are to our Company and its Subsidiary on consolidatedbasis. Unless otherwise specifically stated in this section, finan-cial information included in this section have been derived fromour Reformatted Financial Statements.Investors are advised to read the following risk factors carefullybefore making an investment in the NCDs offered in this Issue.You must rely on your examination of our Company and this Is-sue, including the risks and uncertainties involved.Internal Risks and Risks Associated with our Business1. High levels of customer defaults and the resultant non-per-

forming assets could adversely affect our Company’s busi-ness, financial condition, results of operations and futurefinancial performance

2. Our business has been growing consistently in the past. Anyinability to manage and maintain our growth effectivelymay have a material adverse effect on our business, resultsof operations, financial condition and cash flows.

3. As at March 31, 2018, mortgage loans constituted 98.21%of our Company’s AUM. Any adverse development in thereal estate sector would adversely affect its results of opera-tions.

4. We, our Promoter and certain of our Directors are party tocertain legal proceedings and any adverse outcome in theseor other proceedings may adversely affect our business.

5. Our top 20 borrowers have an exposure of 16.68 % of ourtotal advances as on March 31, 2018. Our inability to main-tain relationship with such customers or any default andnon-payment in future or credit losses of our single bor-rower or group exposure where we have a substantial expo-sure could materially and adversely affect our business, fu-ture financial performance and results of operations.

6. We are vulnerable to the volatility in interest rates and wemay face interest rate and maturity mismatches between ourassets and liabilities in the future which may cause liquidityissues.

7. Our Company is subject to supervision and regulation bythe RBI, as an NBFC-ND-SI, and other regulatory authori-ties and changes in the RBI’s regulations and other regula-tions, and the regulation governing our Company or theindustry in which our Company operates could adverselyaffect its business.

8. Our Company’s inability to comply with observations made

by the RBI or any adverse action by the RBI may have amaterial adverse effect on its business, financial conditionand results of operations.

9. Our Company’s business requires substantial capital andany disruption in the sources of its funding or an increase inits average cost of borrowings could have a material ad-verse effect on its liquidity and financial condition.

10. Our indebtedness and conditions and restrictions imposedby our financing arrangements could adversely affect ourability to conduct our business and operations.

11. We are required to comply with various financial and othercovenants under the loan agreements that we are a party to.If we are not in compliance with the covenants contained insuch loan agreements, our lenders could accelerate theirrespective repayment schedules, and enforce their respec-tive security interests, which would lead to an adverse effecton our business, results of operations and financial condi-tion.

12. The financing industry is becoming increasingly competi-tive and our Company’s growth will depend on its ability tocompete effectively.

13. Any downgrade in our credit ratings may increase interestrates for refinancing our outstanding debt, which would in-crease our financing costs, and adversely affect our futureissuances of debt and our ability to borrow on a competitivebasis.

14. Our Company’s inability to obtain, renew or maintain thestatutory and regulatory permits and approvals which arerequired to operate its existing or future businesses mayhave a material adverse effect on its business, financial con-dition and results of operations.

15. Our Company may not be able to recover the full value ofcollateral or amounts which are sufficient to cover the out-standing amounts due under defaulted loans on a timelybasis or at all and as a result, which could adversely affectits financial condition and results of operations.

16. We may experience difficulties in expanding our businessor pursuing new business opportunities in new regions andmarkets.

17. We cannot assure you that we will be able to successfullyexecute our growth strategies, which could affect our op-erations, results, financial condition and cash flows.

18. Our Company’s growth will depend on our Company’s con-tinued ability to access funds at competitive rates which isdependent on a number of factors including our Company’sability to maintain its credit ratings.

19. Our ability to borrow from various banks may be restrictedon account of guidelines issued by the RBI imposing restric-tions on banks in relation to their exposure to NBFCs whichcould have an impact on our business and could affect ourgrowth, margins and business operations.

20. Our ability to raise foreign capital may be constrained byIndian law.

21. Our investments are subject to market risk and our exposureto capital markets is subject to certain regulatory limits.

22. Our Company may face asset-liability mismatches whichcould affect its liquidity and consequently may adverselyaffect our Company’s operations and profitability.

23. A decline in our Company’s capital adequacy ratio could



restrict its future business growth.24. We may introduce new products for our customers, and there

is no assurance that our new products will be profitable inthe future.

25. If the corporate undertakings provided by us in our assign-ment of receivables transactions are invoked, it may requireoutflow in respect of these undertakings and adversely af-fect our net income.

26. If we fail to identify, monitor and manage risks and effec-tively implement our risk management policies, it could havea material adverse effect on our business, financial condi-tion, results of operations and cash flows.

27. We have contingent liabilities as at March 31, 2018 and ourfinancial condition may be adversely affected if these con-tingent liabilities materialize.

28. Our business and operations significantly depend on seniormanagement and key employees and may be adversely af-fected if we are unable to retain them.

29. Any change in control of our Promoter or our Company orany other factor affecting the business and reputation of ourPromoter may have a concurrent adverse effect on ourCompany’s reputation, business and results of operationsand may correspondingly adversely affect our goodwill,operations and profitability.

30. Our business is dependent on relationships with our clientsestablished through, amongst others, our branches. Closureof branches or loss of our key branch personnel may lead todamage to these relationships and a decline in our revenueand profits.

31. Our Company is exposed to operational risks, includingemployee negligence, petty theft, burglary and embezzle-ment and fraud by employees, agents, customers or thirdparties, which could harm our Company’s results of opera-tions and financial position.

32. Significant fraud, system failure or calamities could ad-versely impact our Company’s business.

33. Our lending operations involve cash collection which maybe susceptible to loss or misappropriation or fraud by ouremployees. This may adversely affect our business, opera-tions and ability to recruit and retain employees.

34. A failure, inadequacy or security breach in our informationtechnology and telecommunication systems may adverselyaffect our business, results of operation and financial con-dition.

35. Our Company’s reliance on any misleading or misrepre-sented information provided by potential customers orcounterparties or an inaccurate credit appraisal by ourCompany’s employees may affect its credit judgments, aswell as the value of and title to the collateral, which mayadversely affect its reputation, business and results of op-erations.

36. Our Company may not be able to detect money-launderingand other illegal or improper activities fully or on a timelybasis, which could expose it to additional liability and harmits business or reputation.

37. Our Company’s insurance coverage may not adequately pro-tect our Company against losses which could adversely af-fect our Company’s business, financial condition and re-sults of operations.

38. We do not own a majority of our branch offices includingour registered office and corporate offices. Any terminationor failure on our part to renew our Lease/Rent Agreementsin a favourable, timely manner, or at all, could adverselyaffect our business and results of operations. Moreover manyof the lease/rent agreements entered into by our Companymay not be duly registered or adequately stamped.

39. We have entered into a number of related party transactionsand may continue to enter into related party transactions,which may involve conflicts of interest.

40. Our Company’s Promoter, Directors and related entities mayhave interests in a number of entities which are in busi-nesses similar to our Company’s business and this may re-sult in potential conflicts of interest with our Company.

41. We are subject to risks arising from exchange rate fluctua-tions, which could materially and adversely affect our busi-ness and financial conditions.

42. We may be unable to protect our logos, brand names andother intellectual property rights which are critical to ourbusiness.

43. We depend on third party selling agents for referral of acertain portion of our customers, who do not work exclu-sively for us.

44. We rely on third-party service providers who may not per-form their obligations satisfactorily or in compliance withlaw.

45. Certain of our documents may bear higher stamp duty thanwe have paid and as a result, our cash flows and results ofoperations may be adversely affected.

46. We may be required to bear additional tax liability for pre-vious assessment years, which could adversely affect ourfinancial condition.

47. The new Bankruptcy Code in India may affect our rights torecover loans from borrowers.

External Risks48. A slowdown in economic growth in India may adversely

affect our business and results of operations.49. If inflation were to rise significantly in India, we might not

be able to increase the prices of our products at a propor-tional rate in order to pass costs on to our customers and ourprofits might decline.

50. Our business and activities may be affected by the recentamendments to the Companies Act, 2013.

51. Our business and activities may be affected by competitionlaw in India.

52. Our Company will be subject to a number of new account-ing standards that may significantly impact its financialstatements, which may adversely affect the manner in whichit accounts for losses and its results of operations

53. Significant differences exist between Indian GAAP and otheraccounting principles, such as US GAAP and IFRS, whichmay be material to investors’ assessments of our financialcondition.

54. Significant differences exist between Indian GAAP used toprepare our Company’s financial statements and other ac-counting principles, such as Indian Accounting Standards(IND AS), with which investors may be more familiar.

55. The Prospectus includes certain unaudited financial infor-



mation, which has been subject to limited review, in relationto our Company. Reliance on such information should, ac-cordingly, be limited.

56. The audited financial statements of the Company for Fiscal2017 and Fiscal 2018 have not been consolidated and pre-pared on standalone basis. Accordingly, the reliance on suchfinancial information included in the Prospectus should belimited.

57. Companies operating in India are subject to a variety ofcentral and state government taxes and surcharges. Any in-crease in tax rates could adversely affect our business andresults of operations.

58. Civil unrest, acts of violence including terrorism or war in-volving India and other countries could materially and ad-versely affect the financial markets and our business.

59. Financial instability in other countries could disrupt ourbusiness.

60. Any downgrading of India’s debt rating by an internationalrating agency could adversely affect our business, results ofoperations and financial condition.

61. A decline in India’s foreign exchange reserves may affectliquidity and interest rates in the Indian economy, whichcould adversely impact us.

62. Natural disasters and other disruptions could adversely af-fect the Indian economy and could adversely affect our busi-ness, results of operations and financial condition.

63. An outbreak of an infectious disease or any other seriouspublic health concerns in India or elsewhere could adverselyaffect our business.

Risks pertaining to this Issue64. If we do not generate adequate profits, we may not be able

to maintain an adequate DRR for the NCDs issued pursuantto the Prospectus, which may have a bearing on the timelyredemption of the NCDs by our Company.

65. Trading of the NCDs may be limited by temporary exchangeclosures, broker defaults, settlement delays, strikes by bro-kerage firm employees and disputes.

66. Changes in interest rates may affect the price of our NCDs.67. You may not be able to recover, on a timely basis or at all, the

full value of the outstanding amounts and/or the interestaccrued thereon in connection with the NCDs.

68. There is no assurance that the NCDs issued pursuant to thisIssue will be listed on Stock Exchanges in a timely manner,or at all.

69. Our Company may raise further borrowings and charge itsassets after receipt of necessary consents from its existinglenders.

70. Payments to be made on the NCDs will be subordinated tocertain tax and other liabilities preferred by law. In the eventof bankruptcy, liquidation or winding-up, there may not besufficient assets remaining to pay amounts due on the NCDs.

71. You may be subject to taxes arising on the sale of the NCDs.72. There may be no active market for the non-convertible de-

bentures on the WDM segment of the stock exchange. As aresult, the liquidity and market prices of the non-convert-ible debentures may fail to develop and may accordingly beadversely affected.

73. The fund requirement and deployment mentioned in the

Objects of the Issue have not been appraised by any bank orfinancial institution

74. There may be a delay in making refund to Applicants.For further details, please refer to “Risk Factors” on page 12 of theProspectus.MATERIAL CONTRACTS AND DOCUMENTS FORINSPECTIONThe contracts (not being contracts entered into in the ordinarycourse of business carried on by our Company or entered intomore than two years before the date of the Prospectus) which areor may be deemed material have been entered or are to be enteredinto by our Company. These contracts and also the documentsfor inspection, may be inspected on Working Days at the Corpo-rate Office of our Company situated at Indiabulls Finance Centre,Senapati Bapat Marg, Elphinstone road, Mumbai – 400 013 be-tween 10 am to 5 pm on any Working Day (Monday to Friday)during which the Issue is open for subscription under the Pro-spectus.For further details, please refer to “Material Contracts And Docu-ments For Inspection” on page 236 of the Prospectus.DECLARATIONWe, the Directors of the Company, hereby certify and declare thatall applicable legal requirements in connection with the Issue in-cluding the relevant provisions of the Companies Act, 2013, asamended, relevant provisions of Companies Act, 1956, as appli-cable and rules prescribed thereunder to the extent applicable ason this date, the guidelines issued by the Government of Indiaand the regulations and guidelines and circulars issued by theReserve Bank of India and the Securities and Exchange Board ofIndia established under section 3 of the Securities and ExchangeBoard of India Act, 1992, as amended, as the case may be, includ-ing the Securities and Exchange Board of India (Issue and Listingof Debt Securities) Regulations, 2008 as amended, provisionsunder the Securities Contracts (Regulation) Act, 1956, as amendedand rules made thereunder, including the Securities Contracts(Regulation) Rules, 1957, as amended, in connection with the Is-sue have been complied with and no statement made in the Pro-spectus is contrary to the relevant provisions of any acts, rules,regulations, guidelines and circulars as applicable to the Prospec-tus.We further certify that all the disclosures and statements in theProspectus are true, accurate and correct in all material respectsand do not omit disclosure of any material fact which may makethe statements made therein, in light of circumstances under whichthey were made, misleading and that the Prospectus does notcontain any misstatements.Signed by the Board of Directors of the CompanyMr. Ajit Kumar Mittal Chairman, Non-Executive DirectorMr. Ripudaman Bandral Managing DirectorMr. Anil Malhan Non-Executive DirectorMr. Shamsher Singh Ahlawat Independent DirectorMs. Priya Jain Non-Executive DirectorMr. Prem Prakash Mirdha Independent DirectorPlace : MumbaiDate : September 4, 2018

FOR FURTHER DETAILS PLEASE REFER TOPROSPECTUS DATED SEPTEMBER 04, 2018



TIMING FOR SUBMISSION OF APPLICATION FORMApplications Forms for the Issue will be accepted only between 10:00 a.m. and 5:00 p.m. (Indian Standard Time) or such extendedtime as may be permitted by the stock exchanges, during the Issue Period as mentioned above on all days between Monday andFriday (both inclusive barring public holiday), (i) by the Members of the Syndicate or the Trading Members of the stock exchange(s),as the case maybe, at the centers mentioned in Application Form through the non-ASBA mode or, (ii) in case of ASBA Applications,(a) directly by the Designated Branches of the SCSBs or (b) by the centers of the Members of the Syndicate or the Trading Membersof the stock exchange, as the case maybe, only at the specified cities. On the Issue Closing Date the Application Forms will beaccepted only between 10:00 a.m. and 3:00 p.m. (Indian Standard Time) and uploaded until 5:00 p.m. (Indian Standard Time) or suchextended time as may be permitted by the Stock Exchange. Due to limitation of time available for uploading the Applications on theIssue Closing Date, Applicants are advised to submit their Application Forms one day prior to the Issue Closing Date and not laterthan 3:00 p.m. (Indian Standard Time) on the Issue Closing Date. Applicants are cautioned that in the event if a large number ofApplications are received on the Issue Closing Date, there may be some Applications which may not be uploaded due to lack ofsufficient time for uploading. Any such Applications which are not uploaded will not be considered for allocation under the Issue.Application Forms will only be accepted on Working Days during the Issue Period. Neither the Issuer, nor the Members of theSyndicate or Trading Members of the stock exchange(s) shall be liable for any failure in uploading the Applications due to failurein any software /hardware systems or otherwise.Neither the Company, nor the Members of the Syndicate or Trading Members of the Stock Exchanges shall be liable for any failure in uploadingApplications due to failure in any software hardware system or otherwise.

CENTERS FOR AVAILABILITY AND ACCEPTANCE OF APPLICATION FORMSIn case of Applicant applying through ASBA Process in any Specified Cities i.e. 12 cities, namely, Mumbai, Chennai, Kolkata, Delhi,Ahmedabad, Rajkot, Jaipur, Bangalore, Hyderabad, Pune, Baroda and Surat, the ASBA Applicant can also submit their ApplicationForm with the Members of Syndicate, at the addresses provided below, for uploading of the Application. The respective Member ofSyndicate after uploading of the Application shall forward the Application Form to the Specified Branches of SCSBs for blocking offunds. At all other places (except Specified Cities, as above),the ASBA Application Forms should be submitted with the DesignatedBranch of SCSBs only and non ASBA Applications should be submitted to the Members of Syndicate/ Trading Members asspecified below:

BIDDING CENTRE DETAILS

EDELWEISS SECURITIES LIMITED

Agra : Karvy Stock Broking Ltd : F4, Ist Floor, Deepak Wasan Plaza, Above Hdfc Bank, Sanjay Place, Agra, UttarPradesh-282002 Tel: 562-2526660 / 61 / 62 / 63 Ahmedabad : Edelweiss Securities Limited : 504, 5th Floor, 3rd EyeVision, AMA-IIM Road, Panjara Pole, Ahmedabad – 380009. Karvy Stock Broking Ltd : 203-204"Shail” Opp:Madhusudhan House Near Navrangpura Tele. Exchange, Off C G Road-380006 Tel: 79-65448680 Ahmedabad : KotakSecurities Limited : 207, 2nd Floor, Sakar-Ii, Ellisbridge Corner, Ashram Road.P:26587276; Allahabad : Karvy StockBroking Ltd : Karvy-57 S. P. Marg, R.S.A. Tower, Above Sony Showroom, Civil Lines, Allahabad, Uttar PradeshAmbala : Karvy Stock Broking Ltd : 6349; Nicholson Road; Adjacent Kos Hospital Ambala Cantonement, Haryana-133001 Tel: 171-2640668 / 2640669/ 2630037 Bangalore : Edelweiss Securities Limited : The Onyx Centre , BuildingNo. 5 , 2nd Floor Above Nandi Toyota Showroom Museum Road Bangalore – 560001 Karvy Stock Broking Ltd :Karvy-No: 54, “Yadalamma Heritage”, Vanivilas Road, Basavanagudi, Bangalore - 560004., Ph:080-67593600 KarvyStock Broking Ltd : Karvy-Aaryaa Centre, 1st Flr, KHB Colony, 1st A Cross, 5th Block, Opp Post Office, GaneshaTemple Road, Koramangala, Bangalore Karvy Stock Broking Ltd : Karvy-No.746, 1st Floor, Krishna Temple Road,Indiranagar 1st stage, Bangalore. Kotak Securities Limited : ‘Umiya Landmark’–Ii Flr., No:10/7 -Lavelle Rd.P:66203601; Bhubaneshwar : Edelweiss Securities Limited : Mallick Commercial Complex, Plot No- A/69, Unit - III,Bhubaneshwar,Odhisa-751001. Karvy Stock Broking Ltd : A/ 181, Janardhan House 2Nd Floor, Room No. 5 SaheedNagar, Bhubaneswar-751007 Tel: 674-6603900/999 Chennai : Edelweiss Securities Limited : 2, Rajan street, OffBazullah Road, T.Nagar, Chennai -600017. Karvy Stock Broking Ltd : F-3, Adayar Business Court, Old No.25,NewNo 51 Gandhinagar 1St Main Road Chennai-600020 Tel: 44-42076801/02/03 Karvy Stock Broking Ltd : T-92 GroundFloor Third Avenue Main Road Anna Nagar Chennai Karvy Stock Broking Ltd : No.33/1, Venkataraman Street,T.Nagar,Chennai Kotak Securities Limited : Grr Business Cneter, No.21, Vaidyaraman Street, T Nagar.P:66462000;Coimbatore : Kotak Securities Limited : 1St Floor, Red Rose Chamber, 1437,Trichy Road.P: 6699666; Hyderabad :Edelweiss Securities Limited : 2nd floor, MB Towers, Plot no.5, Road no.2, Banjara Hills, Hyderabad-500016. KotakSecurities Limited : 9-1-777, 4Th Flr, Beside Itc Bldg, S D Rd, (Lane Opp To Dbr Diagnosis), P:65326394; Indore :Kotak Securities Limited : 314, Citi Centre, 570, M.G. Road.P:2537336; Jaipur : Edelweiss Securities Limited : 703/704,7th floor,Green House, Ashok Marg, C-Scheme, Jaipur - 302001. Kochi : Karvy Stock Broking Ltd : G 39, Panampally



Nagar Opp: Kerala State Housing Board, Kochi, Kerala Kotak Securities Limited : 40/1400, 11Th Floor, EnsignEnclave, Jos Junction, M.G. Road.P: 2377386; Kolkata : Edelweiss Securities Limited : Martin Burn House, 2ndFloor, Room No-227, 1 R N Mukherjee Road, Kolkata- 700001 Kotak Securities Limited : 5th Floor, Apeejay House,Block ‘B’, 15, Park Street , Kolkata Lucknow : Karvy Stock Broking Ltd : 94, Mahatma Gandhi Marg Opp: GovernorHouse, Hazratganj Lucknow-226001 Tel: 522-4092000 Mangalore : Kotak Securities Limited : No.4, 3Rd Floor, TheTrade Centre, Jyoti Centre, Bunts Hostel Road, Near Jyoti Circle, P: 424180; Mehsana : Edelweiss Securities Lim-ited : S/9, Safal Complex, Modhra Chokdi, Opp.Simandhar Temple, Mehsana – 384002. Mumbai : Edelweiss Securi-ties Limited : 104, 1st flr,P J towers Stock Exchange Bldg, Fort, Mumbai- 400001 Edelweiss Securities Limited :Office no. 103,104 & 105, B-wing, Mukesh Apt., opposite old viva college, Virar West (401303). Edelweiss Securi-ties Limited : Edelweiss Viraj Deep Apts, Chandaverkar Road, opp Mayur Tower, Borivali (W). Mumbai-400092.Edelweiss Securities Limited : G1, Ground Floor, Ararat Building, Nagindas Master Road, Near BSE, Opp. DwarkaHotel, Fort, Mumbai – 400001 Edelweiss Securities Limited : 211, Atlantic Commercial Tower, RB Mehta Road,Above Vodafone Gallery, Nr. Patel Chouk, Ghatkopar East, Mumbai-400077. Edelweiss Securities Limited : VictoriaPlaza, 2A 2nd Floor, Near Podar High School, S.V Road, Santacruz (W), Mumbai – 400054. Edelweiss SecuritiesLimited : Unit No.703,7th Floor, B-wing, Pannama Planet,Naupada,Gokhale Road, Thane - West, Thane -400602Edelweiss Securities Limited : Office No-1206, Haware Infotech Park, Plot No-39/3,Sec-30a,Vashi, Navimumbai-400703. Karvy Stock Broking Ltd : Shop No 14,Star Trade Centre, Near Chamunda Circle, Borivali, West Mumbai -400001 Karvy Stock Broking Ltd : 2Nd Floor, Jeevan Udyog Bldg,Above Khadi Gram Udyog, Opp Citi Bank , D NRoad, Fort Mumbai - 400001 Karvy Stock Broking Ltd : Office No 01, Yashwant Tower, Ram Ganesh, Gadkari Path,Ghantali Road, Naupada, Thane (West), Mumbai - 400001 Karvy Stock Broking Ltd : 104,1St Floor, Sangam ArcadeHsg Society, Opp Vile Parle Station, Above Hsbc Atm, V P Road, Vile Parle (W), Mumbai - 400001 Kotak SecuritiesLimited : 32, Gr Flr., Raja Bahadur Compound, Opp Bank Of Maharashtra, Fort, Mumbai-400 023.Tel:22655074; Nagpur: Karvy Stock Broking Ltd : 230-231 3Rd Floor, Shri Ram Shyam Tower,Near Nit Building,Nagpur Maharashtra, -440001 Nasik : Karvy Stock Broking Ltd : F1, Suyojit Sankul, Sharanpur Road, Near Rajiv Gandhi Bhavan, Nasik, -422002 Navsari : Karvy Stock Broking Ltd : 1/1, 1St Floor; Chinmay Arcade,Opp: Sattapir, Tower Road, Navasari,Gujarat, - 396445 New Delhi : Edelweiss Securities Limited : Edelweiss 8-B, 8th Floor, Atma Ram House, TolstoyMarg, New Delhi- 110001 (CP) Karvy Stock Broking Ltd : 23, UGF , Himalaya House, KG Marg, New Delhi- 110001Kotak Securities Limited : Unit number 601 & 608, 6th Floor, World Trade Tower Building, Tower B, Plot number C1,Sector 16, Noida, (New Delhi) - 201301 Noida : Karvy Stock Broking Ltd : 307,2Nd Floor Jaipuria Plaza, (Opp DelhiPublic School) Sector 26, Noida - 201301 Patna : Edelweiss Securities Limited : 4th floor, 403, HARINIWAS COM-PLEX, NEAR KASHI PALACE, DAK BUNGALOW ROAD, PATNA - 800001. Karvy Stock Broking Ltd : Office No.3006 3Rd Floor;Yunus Plaza/Grand Plaza;Frazer Road;Patna;Bihar - 800001 Pondicherry : Karvy Stock Broking Ltd :No7 First Floor Thayagaraja Street Pondicherry - 605001 Pune : Edelweiss Securities Limited : 3rd floor, Nandadeepcomplex, 1195/1, F.C. Road, Shivajinagar, Pune - 411004. Karvy Stock Broking Ltd : Karvy Stock Broking Ltd,Mozaic Building, Cts No-1216/1, Fergussion College Road, Shivaji Nagar, Pune - 411004 Rajkot : Edelweiss Securi-ties Limited : Edelweiss Broking Ltd, 301, Surya Arcade, Nr.BOB Main Branch, Jubilee Circle, M.G.Road, Rajkot -360001 Karvy Stock Broking Ltd : 505-506, Star Chamber, Harihar Chowk, Rajkot, Gujarat – 360 001 Rourkela : KarvyStock Broking Ltd : 1St Floor ;Sandhu Complex; Kachery Sandhu Complex; Kachery Road; Uditnagar Road; UditNagar; Rourkela Orissa - 769012 Shimoga : Karvy Stock Broking Ltd : Sri Matra Naika Complex, 1St Floor , AboveShimoga Diagnostic Centre, Llr Road Durgigudi, Shimoga, Karnataka - 577201 Surat : Edelweiss Securities Limited: G-16, D- Wing , ITC Building, Majura Gate, Ring Road, Surat-395002 Karvy Stock Broking Ltd : Office No. 312, 3RdFloor, Empire State Building, Nr. Udhna Darwaja,Ring Road, Surat - 395002 : Kotak Securities Limited : Kotak House,K G Point, 1St Floor, Nr.Ganga Palace, Opp.Idbi Bank, Ghoddod Road.P: 2254553; Trichy : Karvy Stock Broking Ltd: Sri Krishna Arcade, 60, Thennur High Road, Thennur, Trichy - 620017 Trivandrum : Karvy Stock Broking Ltd : 2NdFloor; Akshaya Towers; Sasthamangalam Near Hundai Showroom; Above Jet Airways; Trivandrum; Kerala - 695010Udupi : Karvy Stock Broking Ltd : Ground Floor; Sriram Arcade;Opp: Head Post Office, Udupi; Karnataka - 576101Varanasi : Karvy Stock Broking Ltd : 1 Floor ,D 64 / Ka Anant Complex ,Sigra Varanasi - 221010 Vijayawada : KarvyStock Broking Ltd : 39-10-7; Opp:Municipal Water Tank, Labbipet;Vijayawada; Andrapradesh - 520010 Vishakapatnam: Karvy Stock Broking Ltd : 47-14-5/1, Eshwar Paradise, Dwarakanagar Main Road, Vishakapatnam - 530016

A.K. STOCKMART PRIVATE LIMITED

Mumbai : A.K. Stockmart Private Limited : 30-39, 3rd Floor, Free Press House, Free Press Journal Marg, 215,Nariman Point, Mumbai - 400 021, Contact Person: Parag Zaveri, Telephone No: 022-67546500 (Board)



AXIS CAPITAL LIMITED

Bangalore: Axis Capital Limited, #19/4, SAIRBAGH, Cunningham Road, Bangalore, Pin:560052, Ph:080-48651367;Chennai: Axis Securities Limited, Alpha Centre, 6th Floor, No.150 & 151, North Usman Road, T. Nagar, Pin: 600017,Ph: 9884418044; Hyderabad: Axis Securities Limited, 6-3-650/217B & C, Maheshwari Chambers, 2nd Flr.,Somajiguda,Hyderabad – 500082, Ph : 040- 39893626/30658502; Mumbai: Axis Capital Limited, 4A/5C, Khatau Bldg., Ground floor,Alkesh Dinesh Mody Marg, Fort, Mumbai – 400001, Ph : 022- 22677901; New Delhi: Axis Capital Ltd, 2nd Floor, RedFort Capital, Parsvnath Towers, Bhai Veer Singh Marg, Near Gole Market, New Delhi-110001, Ph : 011 - 43556496/97,Pune: Axis Capital Limited, 1248 A, Asmani Plaza, Deccan Gymkhana, Goodluk Chowk, Opp Cafe Goodluk, BehindRaymond Showroom, , Pin:411004, Ph:9890018150/9371218150, Rajkot: Axis Securities Limited, 703, 7th Floor, StarChambers, Harihar Chowk, Rajkot – 360001, Ph : 9724333149 / 9427200149; Vadodara: Axis Capital Limited, 2nd Floor,G J House, Above Canara Bank, R C Dutt Road, Alkapuri, Vadodara – 390007, Ph : 9377225295

TRUST SECURITIES SERVICES PVT. LTD.

Ahmedabad: 006, Ground Floor, Sakar - IV, Opp Town Hall, Ellis Bridge, Ashram Road, Ahmedabad - 380009, Tel No:079-30006151; Bengaluru: No.910, 9th Floor, Prestige, Meridian - I, M.G Road, Bengaluru - 560001, Tel No: 080-42622111; Bharuch: Bungalow No.3, Utkarsh Society, Behind Polytechnic College, Bharuch - 392002, Tel No: 02642-247383; Chennai: Prince Arcade, 2-C, 2nd Floor, New No.29/57, Cathedral Road, Chennai - 600086, Tel No: 044-43235856; Hyderabad: 511, Aditya Trade Centre, Ameerpet, Hyderabad - 500038, Tel No: 040-65846061; Kolkata:Room No.64, Chitrakoot, 230/A, Acharya Jagdish Chandra Bose Road, Kolkata - 700020, Tel No.033-40845000; Mumbai:1101, Naman Centre, Bandra Kurla Complex, Bandra (East), Mumbai - 400051, Tel No: 022-40845000; New Delhi: 912-915, 9th Floor, Tolstoy House, Tolstoy Marg, C. P., New Delhi - 110001, Tel. No: 011-43554000; Pune: 609, LlyodsChambers, Block - II, 6th Floor, Maldhakka Chowk, Pune - 411011, Tel. No: 020- 67445357.

TRUST FINANCIAL CONSULTANCY SERVICES PRIVATE LIMITED

Ahmedabad: 006, Ground Floor, Sakar - IV, Opp Town Hall, Ellis Bridge, Ashram Road, Ahmedabad - 380009, Tel No:079-30006151; Bengaluru: No.910, 9th Floor, Prestige, Meridian - I, M.G Road, Bengaluru - 560001, Tel No: 080-42622111; Bharuch: Bungalow No.3, Utkarsh Society, Behind Polytechnic College, Bharuch - 392002, Tel No: 02642-247383; Chennai: Prince Arcade, 2-C, 2nd Floor, New No.29/57, Cathedral Road, Chennai - 600086, Tel No: 044-43235856; Hyderabad: 511, Aditya Trade Centre, Ameerpet, Hyderabad - 500038, Tel No: 040-65846061; Kolkata:Room No.64, Chitrakoot, 230/A, Acharya Jagdish Chandra Bose Road, Kolkata - 700020, Tel No.033-40845000; Mumbai:1101, Naman Centre, Bandra Kurla Complex, Bandra (East), Mumbai - 400051, Tel No: 022-40845000; New Delhi: 912-915, 9th Floor, Tolstoy House, Tolstoy Marg, C. P., New Delhi - 110001, Tel. No: 011-43554000; Pune: 609, LlyodsChambers, Block - II, 6th Floor, Maldhakka Chowk, Pune - 411011, Tel. No: 020- 67445357.

YES BANK LIMITED

Mumbai : YES Securities (India) Limited: IFC, Tower 1 & 2, Unit no. 602 A, 6th Floor, Senapati Bapat Marg, ElphinstoneRoad, Mumbai – 400 013.

YES SECURITIES (INDIA) LIMITED

Mumbai : YES Securities (India) Limited: IFC, Tower 1 & 2, Unit no. 602 A, 6th Floor, Senapati Bapat Marg, ElphinstoneRoad, Mumbai – 400 013.



The Trading Members shall accept Application Forms only in such cities/ towns where the banking branches (escrow banks) areavailable. Details of such branches of the Escrow Banks where the Application Form along with the cheque/ demand draftsubmitted by a Non ASBA applicant shall be deposited by the Trading Members are available on the website of BSE and NSE atwww.bseindia.com and www.nseindia.com respectively.

LIST OF SELF CERTIFIED SYNDICATE BANKS (SCSBS) UNDER THE ASBA PROCESS

Sr. Syndicate ASBA Controlling Branch Address Contact Person Contact Number FaxNo. Bank Branch1. Allahabad Bank Mumbai Fort Branch, 37, Mumbai Samachar Marg Mumbai, Shri R Pradeep (022)-22623224 -

Maharashtra 400 023 Kumar2. Andhra Bank Mumbai (Fort) 18 Homi Modi Street, P B No 114,Nanavati Mahalaya, Fort, Seshagiri Rao 02222026088/ -

Mumbai Maharastra 400023 Jonnakuti 220476263. Axis Bank Ltd. Mumbai Centralised Collections and Payment Hub (CCPH), 5th Mr. Sunil Fadtare 022-71315906 022- 71315994

Floor, Gigaplex, Building No. 1, Plot No. I.T.5, MIDC, Airoli Assitant Vice 9819803730Knowledge Park, Airoli, Navi Mumbai – 400708‘“ President

4. Bank of Baroda Mumbai Mumbai Main Office Mr. Sonu A. Arekar 40468314, 40468307 022-228352365. Bank of India Mumbai Phiroze Jeejeebhoy Tower, (New Stock Exchange Bldg), P. J. Navin Kumar 022-22723631/1677; 022-22721782

Tower, Dalal Street, Fort, Mumbai – 400 023. Pathak, (S.M.) 96198107176. Bank of Mumbai Fort Branch, 1st Floor, Janmangal, 45/47, Mumbai Samachar Shri V R Kshirsagar 022-22694160 / 022-22681296

Maharashtra Marg, Mumbai – 400023 (DGM) 22652595/226639477. Barclays Bank Mumbai 601/603 Ceejay House, Shivsagar Estate, Dr Annie Besant Parul Parmar 22 6719 6400 / 6575 +91- 22 6719

PLC Road, Worli, Mumbai – 400018 69968. BNP Paribas Mumbai BNP Paribas House, 1, North Avenue, Maker Maxity, Bandra Mr. Ashish. (022) 61964570 (022) 61964595

Kurla Complex, Bandra (East), Mumbai – 400051 Chaturvedi (022) 61964594 (022) 61964595Mr. Dipu SA (022) 61964592 (022) 61964595Ms PrathimaMadiwala

9. Canara Bank Mumbai Capital Market Service Branch,407, 4th floor, Himalaya Mr. Arvind Namdev 022-22661618 / 022-22664140House, 79, Mata Ramabai Ambedkar Marg, Mumbai 400 001 Pawar 22692973 /

976930355510. Catholic Syrian Mumbai P B No. 1900, Ground Floor, Marshall Annex Building, Ram Mohan G S 022-64502165, -

Bank Ltd. Soorji Vallabhdas Marg, Ballard Estate, Mumbai, 022-22664269,Maharashtra,Pin- 400001 022-22665865,

11. Central Bank of Mumbai Ground floor, Central Bank of India, Central Bank Building, Mr. Vineet Bansaj 022- 22623148, 022-22623150India Fort, Mumbai 400001 22623149

12. CITI Bank Mumbai Citigroup Center, Plot No C-61, Bandra-Kurla Complex, S Girish 022-26535504 98199 022-26535824Bandra (E), Mumbai - 400 051 12248

13. City Union Bank Chennai T. 48, Mahalakshmi St.,T.Nagar, Chennai - 600 017. Tamil Nadu. Sivaraman 044 - 24340010, 044 - 24348586Ltd. Nagar, 24343517, 24346060,

24348586,9380286558,

14. Corporation Bank Mumbai Capital Market Branch, Ist Floor, Earnest House, NCPA Marg, Mr Amod Kumar 22841406 / 022-22843823Nariman Point, Mumbai-400021 22842764/9870340031

15. DBS Bank Ltd. Mumbai Fort House, 221, Dr. D.N. Road, Fort, Mumbai, 400 001 Amol Natekar +91 22 6613 1213 22 6752 847016. Dena Bank Mumbai Dena Bank Capital Market Branch17, B, Horniman Circle, Branch Manager 022-22661206 / 022-22694426

Fort, Mumbai – 400023 22702881 2270288017. Deutsche Bank Mumbai Sidrah, 110, Swami Vivekananda Road, Khar (West), Mumbai Ms. Hetal Dholakia (91) (022) 6600 9428

400052 (91) (022) 6600 941918. Dhanlaxmi Bank Thrissur Dhanalakshmi Buildings, Naickanal, Thrissur - 680 001, 91-487-6617000 0487-6617222

Limited Kerala19. HDFC Bank Ltd. Mumbai FIG – OPS Department, Lodha - I Think Techno Campus, Vincent Dsouza / 022-30752929 / -

O-3 Level Next to Kanjurmarg Railway Station, Kanjurmarg Siddharth Jadhav / 2927 / 2928(East), Mumbai - 400042 Prasanna Uchil

20. HSBC Ltd. Mumbai 3rd Floor, PCM Dept. Umang, Plot CTS No. 1406-A/28, Mr Jagrut Joshi (022) 67115485/ (022) 66536005Mindspace, Malad (West) Mumbai 400 064 (address of IPO 9870403732Operations office)

21. ICICI Bank Ltd Mumbai Capital Market Division, 1st Floor, 122, Mistry Bhavan, Roshan Tellis 022-22859874/803 022-22611138Dinshaw Vachha Road, Backbay Reclamation,Churchgate,Mumbai

22. IDBI Bank Ltd. Mumbai Central Processing Unit, Sarju House, 3rd Floor, Plot No 7, Rajiv Nair / Anoop 022-6670 0659 / 022-66700669Street No. 15, Andheri MIDC, Andheri (E), Mumbai 400093 Jaiswal 66700666

23. Indian Bank Chennai Nandanam Branch- 480 Anna Salai, Nandanam 600035 Mr. V Muthukumar, 044 24330233 044 24347755Mr. M Veerabahu

24. Indian Overseas Chennai Depository Services Branch, Mexxanine Floor, Cathedral Mr. V. Srinivasan 044 - 28513616Bank Branch, 762 Anna Salai, Chennai 600 002

25. IndusInd Bank Mumbai Fort Branch, Sonawalla Bldg, Mumbai Samachar Marg, Fort, Yogesh Adke, 66366589 / 91 / 22644834Mumbai 400001 Dy. Vice President 929833670809

26. J P Morgan Chase Mumbai J.P. Morgan Tower, Off C.S.T. Road, Kalina, Santacruz - East, Mahesh Aras 61573811 61573949Bank, N.A. Mumbai - 400 098

27. Janata Sahakari Pune N S D L Department, Bharat Bhavan, 1360, Shukrawar Peth, Ajit Manohar Sane 91 (20) 24431011, 020-24431014Bank Ltd. Pune -411002 2441016

28. Karnataka Bank Mangalore Mangalore–H O Complex Branch, Mahaveera Circle, Ravindranath 0824-2228139 / Fax: 0824-Ltd. Kankanady, Mangalore – 575002 Baglodi [Sr.Manager] 140 /141 2228138

29. Karur Vysya Chennai Demat Cell, Second Floor,No 29,Rangan Street, T Nagar, Maruthi Kumar 044- 24340374 044-24340374Bank Ltd. Chennai - 600 017 Yenamandra

TRADING MEMBERS



ASBA Applicant may approach any of the above banks for submitting their application in this Offer. For the complete list of SCSB’s and their Designated Branches pleaserefer to the website of SEBI (http://www.sebi.gov.in). A list of SCSBs is also displayed on the website of BSE and NSE at www.bseindia.com and www.nseindia.com,respectively.

30. Kotak Mahindra Mumbai Kotak Infiniti, 6th Floor, Building No.21, Infinity Park, Prashant Sawant +91 22 6605 6959 +91 66056642Bank Ltd. Off Western Express Highway,General AK Vaidya Marg, +91 9967636316

Malad (E)31. Mehsana Urban Mehsana Head Office, Urban Bank Road, Highway, Mehsana - 384002 Branch Manager +91-2762-251908 02762-240762

Co-operativeBank Limited

32. Nutan Nagarik Ahmedabad Opp samratheshwar Mahadev, Nr, Law Garden, Ellisbbridge. Miti shah 9879506795 7926564715Sahakari Bank Ltd.

33. Oriental Bank of Mumbai 67, Bombay Samachar Marg, Sonawala Building, Fort, Shri Navneet 022-22654791/95; 022-22654779Commerce Mumbai -400001 Sharma, Branch 22654797; 43430710

Manager; Ms. Neha, 022-43430701Officer

34. Punjab National Mumbai Capital Market Services Branch, PNB House, Fort, Sir Sh. K Kumar Raja 022 – 22621124Bank P.M.Road, Mumbai

35. Punjab & Sind New Delhi Rajindera Place- 21 Rajindra Place, Bank House, New Rajesh C Pandey 011- 25825784 / -Bank Delhi-110008 25711836

36. RBL Bank Mumbai Techniplex – I, 9th Floor, Off Veer Savarkar Flyover, Shashikant Sanil 022-40288193, 022-40288195Limited Goregaon (West), Mumbai – 400062 40288196, 40288197

37. Rajkot Nagarik Rajkot Nagrik Bhavan No 1 Parabazar Dhebarbhai Road Rajkot Shri Yogesh 9427495222 (0281)2233916/Sahakari Bank Ltd Raveshiya 17/18

38. South Indian Kochi ASBA Cell (NODAL OFFICE)1st Floor, SIB Building, John K Mechery 9645817905 0484-2351923Bank Market Road, Ernakulam – 682035, Kerala, India.

39. Standard Mumbai Crescenzo, 3rd Floor, C/38-39, G-Block, Opposite MCA Club, Rohan Ganpule 022 - 61157250 / 022 -26757358Chartered Bank Bandra-Kurla Complex, Bandra [East], Mumbai 400-051 022 - 61157234

40. State Bank of Jaipur Financial Super Market Branch, Apex Mall, Tonk Road, Jaipur Shri N K Chandak 0141-2744415 / 0141-2744457Bikaner and 9413398505Jaipur

41. State Bank of Hyderabad Gunfoundry, Hyderabad Sri Ashok Kulkarni 040-23387325 040-23387743Hyderabad

42. State Bank of Mumbai State Bank of India Capital Market Branch(11777),Videocon Ms. Raviti 022-22094932 022-22094921India Heritage Building(Killick House),Charanjit Rai Marg, Mobile:9870498689

Fort,Mumbai – 400 001.43. State Bank of Mumbai Dalal Dtreet, P.B.No. 1066. # 24/28, Cama Building, Dalal Shailendra Kumar 7208048007022- 022-22656346

Mysore Street, Fort, Mumbai -400 001 2267804144. State Bank of Chandigarh CO 99-102, Sector - 8C, Chandigarh Shri. Amarjit Singh 0172-2779116, 0172-2546080

Patiala Girn 2546124, 25438680,45. State Bank of Thiruvanan Anakatchery Buildings, Y M C A Road, Statue, P. P. Muraleedharan 0471-2333676 0471-2338134

Travancore thapuram Thiruvananthapuram-69500146. SVC Co-operative Thane Unit No.601-602-603 Dosti Pinnacle Plot No. E-7, Road No.22, Mr. Omkar Anil (O) 71991460/

Bank Ltd. Wagle Estate, Thane 400604 Sukhathankar 71991461/71991462/47. Syndicate Bank Mumbai Capital Market Services Br. 26A, First Floor, Syndicate Bank P Padmavathy 022-22621844 022-22700997

Bldg., P. M. Road, Fort, Mumbai - 400 001 Sundaram, ChiefManager

48. Tamilnad Chennai Tamilnad Mercantile Bank Ltd., Depository Participant Mr. N. Rajasegaran 044-26192552 044-26204174Mercantile Bank Services Cell, 3rd Floor, Plot No.4923, Ac/16, 2nd Avenue,Ltd. Anna Nagar (West), Chennai - 600 040, Tamilnadu, India

49. The Ahmedabad Ahmedabad Head office :- “Amco House”, Nr. Stadium Circle, Bimal P Chokshi 079-26426582-84-88 079-26564863Mercantile Co-op. Navrangpura, Ahmedabad-09Bank Ltd.

50. The Federal Bank Kochi ASBA CELL, Retail Business Dept., Federal Bank, Marine Dhanya Dominic 0484-2201847 4842385605Limited Drive, Ernakulam 682031

51. The Jammu & Mumbai 79-A, Mehta House, Bombay Samachar Marg, Fort, Ashfaq Ahmad 9987984105, 022-66341832Kashmir Bank Mumbai- 400 023 022-66595971Limited.

52. The Kalupur Ahmedabad Kalupur Bank Bhavan, Nr. Income Tax Circle, Ashram Road, Jay V. Pathak 079-27582028 079-27544666Commercial Co- Ahmedabad-380 014 Manageroperative BankLtd

53. The Lakshmi Fort Mumbai Bharat House, Ground Floor, 104, Bombay Samachar Marg, S Ramanan 022-22672255-2247 22670267Vilas Bank Ltd. Fort Mumbai - 400 001. (M); 22673435 (CM)

54. The Saraswat Navi Mumbai Madhushree, Plot No. 85, District Business Centre, Sector – Mr. Ajit Babaji 27884161, 27884162 27884153Co-Opearative 17, Vashi, Navi Mumbai – 400703 Satam 27884163, 27884164Bank Ltd

55. The Surat Peoples Surat Central Office.Vasudhara Bhavan, Timaliyawad, Nanpura, Mr. Iqbal Shaikh 0261-2464577 0261-2464577,Co-op Bank Ltd Surat – 395001 592

56. TJSB Sahakari Thane 2nd Floor, Madhukar Bhavan, Road No.16, Wagle Estate Department Head 022-25838525/530/520Bank Ltd

57. UCO Bank Mumbai Mumbai Main (Retail) Br., UCO Bank Bldg., D. N. Road, Manager 022 40180117; 2222870754Mumbai- 400 023 9022457840

58. Union Bank of Mumbai Mumbai Samachar Marg, 66/80, Mumbai Samachar Marg, Mr. D B JAISWAR 022-22629408 022- 22676685India Post Bag No.253 & 518, Fort, Mumbai - 400023.

59. United Bank of Kolkata Centralized Payment Hub, 4th Flr., United Tower, Head CM (Operation & 03322624174India Office,11, Hemanta Basu SaraniKolkata – 700 001. Services)

60. Vijaya Bank Bangalore- Head Office Bldg, 41/2,M G Road, Bangalore B MTrinity Circle

61. YES Bank Ltd. Mumbai Indiabulls Finance Centre, Tower -II , 8th Flr., Senapati Bapat Alok Srivastava / 022 3347 7374/ 022 24214504Marg, Elphinstone Rd., Mumbai – 400 013. Shankar Vichare / 7259/7251