Tranche VI Prospectus
May 8, 2024
(Please scan this QR code to view the Tranche VI Prospectus)
INDIABULLS HOUSING FINANCE LIMITED
Our Company was incorporated as Indiabulls Housing Finance Limited under the Companies Act, 1956 on May 10, 2005, in New Delhi with the Registrar of Companies, Delhi and Haryana at New Delhi ("RoC") and received a certificate for commencement of business from the RoC on January 10, 2006. The CIN of our Company is L65922DL2005PLC136029. Our Company has obtained a certificate of registration dated December 28, 2005, bearing registration number 02.0063.05. from the National Housing Bank ("NHB") to carry on the business of a housing finance institution without accepting public deposits in accordance with Section 29A of National Housing Bank Act, 1987. The PAN of our Company is AABCI3612A. For details of changes to the name and registered office of our Company, see "History and other Corporate Matters" on page 189 of this Tranche VI Prospectus.
Registered Office: 5th Floor, Building No. 27, KG Marg Connaught Place, New Delhi - 110 001, India; Telephone No.: +91 11 4353 2950; Facsimile No.: +91 11 4353 2947
Corporate Office: One International Center, Tower 1, 18th Floor, Senapati Bapat Marg, Elphinstone Road, Mumbai - 400 013, Maharashtra, India; and Plot No. 422B, Udyog Vihar, Phase-IV, Gurugram, Haryana - 122 016; Telephone No.:
+91 22 6189 1400 Facsimile No.: +91 22 6189 1416; Website: www.indiabullshomeloans.com; Email: helpdesk@indiabulls.com
Company Secretary and Compliance Officer: Amit Kumar Jain; Telephone No.: +91 124 668 1199; Facsimile No.: +91 124 668 1240; E-mail: ajain@indiabulls.com
Chief Financial Officer: Mukesh Kumar Garg; Telephone No.: 0124 6681199; Facsimile No.: 0124 6681240; Email: mukesh.garg@indiabulls.com
Statutory Auditors: S.N. Dhawan & CO LLP, Chartered Accountants; Address: Plot No. 51-52, 2nd Floor, Sector - 18, Udyog Vihar, Phase IV, Gurugram, Haryana - 122 016; Telephone No.: +91 124 481 4410; Email:
rahul.singhal@sndhawan.com; Contact Person: Rahul Singhal, Partner; and Arora & Choudhary Associates, Chartered Accountants; Address: Plot no. 8/28, W.E.A, Abdul Aziz Road, Karol Bagh, New Delhi - 110 005; Telephone No.: +91
011 4145 1114 Email: vk.choudhary@arorachoudhary.com; Contact Person: Vijay Kumar Choudhary, Partner
OUR COMPANY IS A PROFESSIONALLY MANAGED COMPANY AND DOES NOT HAVE AN IDENTIFIABLE PROMOTER
PUBLIC ISSUE BY INDIABULLS HOUSING FINANCE LIMITED ("COMPANY" OR "ISSUER") OF 20,00,000 SECURED REDEEMABLE NON-CONVERTIBLE DEBENTURES OF FACE VALUE OF ₹1,000 EACH ("NCDs"), FOR AN AMOUNT UP TO ₹100 CRORES ("BASE ISSUE SIZE") WITH AN OPTION TO RETAIN OVERSUBSCRIPTION UP TO ₹100 CRORES, AGGREGATING UP TO ₹200 CRORES ("TRANCHE VI ISSUE LIMIT") ("TRANCHE VI ISSUE") WHICH IS WITHIN THE SHELF LIMIT OF ₹2,000 CRORES AND IS BEING OFFERED BY WAY OF THIS TRANCHE VI PROSPECTUS DATED MAY 8, 2024 CONTAINING INTER ALIA THE TERMS AND CONDITIONS OF TRANCHE VI ISSUE ("TRANCHE VI PROSPECTUS"), WHICH SHOULD BE READ TOGETHER WITH THE SHELF PROSPECTUS DATED JUNE 30, 2023 ("SHELF PROSPECTUS") FILED WITH THE ROC, STOCK EXCHANGES AND SECURITIES AND EXCHANGE BOARD OF INDIA ("SEBI"). THE SHELF PROSPECTUS AND TRANCHE VI PROSPECTUS CONSTITUTE THE PROSPECTUS ("PROSPECTUS"). THIS TRANCHE VI ISSUE IS BEING MADE PURSUANT TO THE PROVISIONS OF SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF NON- CONVERTIBLE SECURITIES) REGULATIONS, 2021 (THE "SEBI NCS REGULATIONS"), THE COMPANIES ACT, 2013 AND RULES MADE THEREUNDER, AS AMENDED AND TO THE EXTENT NOTIFIED. THIS ISSUE IS NOT UNDERWRITTEN.
GENERAL RISKS
Investment in non-convertible securities is risky, and investors should not invest any funds in such securities unless they can afford to take the risk attached to such investments. Investors are advised to take an informed decision and to read the risk factors carefully before investing in this offering. For taking an investment decision, investors must rely on their examination of the issue including the risk involved in it. Specific attention of investors is invited to statement of risk factors contained under "Risk Factors" and "Material Developments" on pages 20 and 234 of this Tranche VI Prospectus. These risks are not, and are not intended to be, a complete list of all risks and considerations relevant to the non- convertible securities or investor's decision to purchase such securities. This Prospectus has not been and will not be approved by any regulatory authority in India, including SEBI, the Reserve Bank of India ("RBI"), the NHB, RoC or any stock exchange in India nor do they guarantee the accuracy or adequacy of this document.
ISSUER'S ABSOLUTE RESPONSIBILITY
The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Tranche VI Prospectus read together with the Shelf Prospectus contains and will contain all information with regard to the Issuer and the Tranche VI Issue which is material in the context of the Tranche VI Issue. The information contained in this Tranche VI Prospectus read together with the Shelf Prospectus is true and correct in all material respects and is not misleading, that the opinions and intentions expressed herein are honestly stated and that there are no other facts, the omission of which makes this Tranche VI Prospectus as a whole or any of part of such information or the expression of any such opinions or intentions misleading.
COUPON RATE, COUPON PAYMENT FREQUENCY, REDEMPTION DATE, REDEMPTION AMOUNT & ELIGIBLE INVESTORS
For the details relating to Coupon Rate, Coupon Payment Frequency, Redemption Date and Redemption Amount of the NCDs, see "Terms of the Issue" on page 398 of this Tranche VI Prospectus. For details relating to Eligible Investors please see "Issue Related Information" on page 382 of this Tranche VI Prospectus.
CREDIT RATING AGENCIES | ||
CRISIL Ratings Limited (a subsidiary of CRISIL Limited) | ICRA Limited | |
CRISIL House, Central Avenue, Hiranandani Business Park, Powai, Mumbai - 400 076 | Electric Mansion, 3rd Floor, Appasaheb Marathe Marg, Prabhadevi, Mumbai - 400 025 | |
Telephone: +91 22 3342 3000 | Telephone: +91 22 6114 3406 | |
Email: crisilratingdesk@crisil.com | Email: shivakumar@icraindia.com | |
Contact Person: Ajit Velonie | Contact Person: L Shivakumar | |
CREDIT RATINGS |
The NCDs proposed to be issued under this Issue have been rated "CRISIL AA/Stable" (pronounced as CRISIL double A rating with stable outlook) by CRISIL Ratings Limited vide their letter dated November 6, 2023, read with rationale dated November 3, 2023 and credit bulletins dated December 6, 2023, January 31, 2024 and April 26, 2024, and "[ICRA]AA (Stable)" (pronounced as ICRA double A rating with a stable outlook) by ICRA Limited vide their letters dated December 29, 2023, read with rationale dated December 29, 2023. For the rationale and press release for these ratings, see "General Information", Annexure A and Annexure B of this Tranche VI Prospectus. The rating given by the Credit Rating Agencies is valid as on the date of this Tranche VI Prospectus and shall remain valid until the rating is revised or withdrawn. These ratings are not a recommendation to buy, sell or hold securities and investors should take their own decision. Securities with this rating are considered to have high degree of safety regarding timely servicing of financial obligations. Such securities carry very low credit risk. These ratings are subject to suspension, revision or withdrawal at any time by the assigning rating agencies and should be evaluated independently of any other ratings. There are no unaccepted ratings and any other ratings other than as specified in this Prospectus.
LISTING
The NCDs offered through this Tranche VI Prospectus read together with the Shelf 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/004/23-24 dated June 28, 2023 and NSE vide its letter no. NSE/LIST/D/2023/0148 dated June 28, 2023. For the purposes of the Issue BSE shall be the Designated Stock Exchange.
PUBLIC COMMENTS
The Draft Shelf Prospectus dated June 20, 2023 was filed with BSE and NSE, pursuant to Regulation 27(2) of the SEBI NCS Regulations and was open for public comments for a period of seven Working Days (i.e., until 5 p.m.) from the date of filing of the Draft Shelf Prospectus with the Stock Exchanges, i.e., up to June 28, 2023. No comments were received on the Draft Shelf Prospectus till 5 p.m. on June 28, 2023.
LEAD MANAGERS TO THE ISSUE
NUVAMA WEALTH MANAGEMENT LIMITED | ELARA CAPITAL (INDIA) PRIVATE LIMITED | TRUST INVESTMENT ADVISORS PRIVATE LIMITED | |
(formerly known as Edelweiss Securities Limited)# | One International Center, Tower 3, 21st Floor, Senapati Bapat Marg, Elphinstone | 109/110, Balarama, Bandra Kurla Complex, Bandra East, | |
801-804, Wing A, Building No 3, Inspire BKC, G Block, Bandra Kurla | Road West, Mumbai - 400 013 | Mumbai - 400 051 | |
Complex, Bandra East, Mumbai - 400 051 | Telephone No.: +91 22 6164 8599 | Telephone No.: +91 22 4084 5000 | |
Telephone No.: +91 22 4009 4400 | Email: ihfl.ncd@elaracapital.com | Email: ihfl.ncd@trustgroup.in | |
Email: ibhfl.ncd@nuvama.com | Contact Person: Astha Daga | Contact Person: Hani Jalan | |
Contact Person: Saili Dave | |||
DEBENTURE TRUSTEE** | REGISTRAR TO THE ISSUE | ||
IDBI TRUSTEESHIP SERVICES LIMITED | KFIN TECHNOLOGIES LIMITED (formerly known as KFIN Technologies Private Limited) | ||
Universal Insurance Building, Ground Floor, Sir P.M. Road, Mumbai - 400 001, Maharashtra, India | Selenium Tower B, Plot No - 31 & 32, Financial District, Nanakramguda, Serilingampally, Hyderabad Rangareddi, | ||
Telephone No.: +91 22 4080 7073 | 500 032, Telangana, India | ||
Email: itsl@idbitrustee.com/ashishnaik@idbitrustee.com | Telephone No.: +91 40 6716 2222 | ||
Investor Grievance Email: response@idbitrustee.com | Facsimile No.: +91 40 6716 1563 | ||
Contact Person: Ashish Naik | Email: ibhl.ncdipo@kfintech.com | ||
Website: www.idbitrustee.com | Website: www.kfintech.com | ||
ISSUE PROGRAMME* | |||
TRANCHE VI ISSUE OPENS ON: Monday, May 13, 2024 | TRANCHE VI ISSUE CLOSES ON: Monday, May 27, 2024 |
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The Tranche VI Issue shall remain open for subscription on Working Days from 10 a.m. to 5 p.m. during the period indicated in this Tranche VI Prospectus, except that the Tranche VI Issue may close on such earlier date or extended date as may be decided by the Board of Directors of our Company or Securities Issuance and Investment Committee thereof, subject to compliance with Regulation 33A of the SEBI NCS Regulations and receipt of necessary approvals. In the event of an early closure or extension of the Tranche VI Issue, our Company shall ensure that notice of the same is provided to the prospective investors through an advertisement on or before such earlier or extended date of Issue closure in which pre-issue advertisement and advertisement for opening or closure of the Tranche VI Issue have been given. Applications Forms for the Tranche VI Issue will be accepted only from 10:00 a.m. to 5:00 p.m. or such extended time as may be permitted by BSE and NSE, on Working Days, during the Tranche VI Issue Period. On the Tranche VI Issue Closing Date, the Application Forms will be accepted only between 10 a.m. to 3 p.m. (Indian Standard Time) and uploaded until 5 p.m. or such extended time as may be permitted by BSE and NSE. Further, pending mandate requests for bids placed on the last day of bidding will be validated by 5 p.m. (Indian Standard Time) on one Working Day post the Tranche VI Issue Closing Date. For further details please refer to the section titled "Issue Related Information" on page 382 of this Tranche VI Prospectus.
** IDBI Trusteeship Services Limited under Regulation 8 of SEBI NCS Regulations has by its letter dated June 19, 2023 has given its consent for its appointment as Debenture Trustee to the Issue and for its name to be included in Offer Document and in all the subsequent periodical communications sent to the holders of the Debentures issued pursuant to this Tranche VI Issue. For further details, please see Annexure C of this Tranche VI Prospectus.
#Pursuant to order passed by NCLT, Mumbai dated April 27, 2023, the merchant banking business of Edelweiss Financial Services Limited has demerged and transferred to Nuvama Wealth Management Limited and therefore the said merchant banking business is part of Nuvama Wealth Management Limited. For further details please see "General Information" on page 70 of this Tranche VI Prospectus.
Copies of this Tranche VI Prospectus read together with the Shelf Prospectus have been filed with the Registrar of Companies, Delhi and Haryana at New Delhi, in terms of section 26 and 31 of the Companies Act, 2013, along with the endorsed/certified copies of all requisite documents. For further details, please see "Material Contracts and Documents for Inspection" on page 482 of this Tranche VI Prospectus.
TABLE OF CONTENTS | |
CERTAIN CONVENTIONS, USE OF FINANCIAL, INDUSTRY AND MARKET DATA AND CURRENCY OF | |
PRESENTATION | 17 |
FORWARD LOOKING STATEMENTS | 19 |
SECTION II: RISK FACTORS | 20 |
SECTION III: INTRODUCTION | 70 |
GENERAL INFORMATION | 70 |
CAPITAL STRUCTURE | 82 |
OBJECTS OF THE ISSUE | 99 |
STATEMENT OF TAX BENEFITS | 103 |
SECTION IV: ABOUT OUR COMPANY | 120 |
INDUSTRY OVERVIEW | 120 |
OUR BUSINESS | 157 |
HISTORY AND OTHER CORPORATE MATTERS | 189 |
REGULATIONS AND POLICIES | 192 |
OUR MANAGEMENT | 210 |
RELATED PARTY TRANSACTIONS | 231 |
SECTION V: FINANCIAL INFORMATION | 233 |
FINANCIAL STATEMENTS | 233 |
MATERIAL DEVELOPMENTS | 234 |
FINANCIAL INDEBTEDNESS | 238 |
SECTION VI: LEGAL AND OTHER INFORMATION | 327 |
OUTSTANDING LITIGATIONS AND DEFAULTS | 327 |
OTHER REGULATORY AND STATUTORY DISCLOSURES | 357 |
SECTION VII: ISSUE RELATED INFORMATION | 382 |
ISSUE STRUCTURE | 382 |
TERMS OF THE ISSUE | 398 |
ISSUE PROCEDURE | 422 |
SECTION VIII: MAIN PROVISIONS OF ARTICLES OF ASSOCIATION OF OUR COMPANY | 457 |
SECTION IX: MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION | 482 |
DECLARATION | 485 |
ANNEXURE A: CREDIT RATING AND RATIONALE FROM CRISIL RATINGS | 486 |
ANNEXURE B: CREDIT RATING AND RATIONALE FROM ICRA | 487 |
ANNEXURE C: DEBENTURE TRUSTEE CONSENT LETTER | 488 |
ANNEXURE D: ILLUSTRATIVE CASH FLOW AND DAY COUNT CONVENTION | 489 |
2
SECTION I: GENERAL
DEFINITIONS AND ABBREVIATIONS
Unless the context otherwise indicates, all references in this Tranche VI Prospectus to "the Issuer", "our Company", "the Company" or "IHFL" are to Indiabulls Housing Finance Limited, a public limited company incorporated under the Companies Act, 1956, as amended and replaced from time to time, having its registered office at 5th Floor, Building No. 27, KG Marg Connaught Place, New Delhi - 110 001, India.
Unless the context otherwise indicates or implies, the following terms have the following meanings in this Tranche VI Prospectus, and references to any legislation, act, regulation, rules, guidelines or policies shall be to such legislation, act, regulation, rules, guidelines or policies as amended from time to time.
Company related terms
Term | Description |
"we" or "us" or "our" | Unless the context otherwise indicates or implies, refers to our Company together |
with our Subsidiaries. In addition to the above, the following trusts were | |
consolidated in the Reformatted Consolidated Financial Information and the | |
Unaudited Financial Results (i) ICCL Lender Repayment Trust; (ii) IBHFL Lender | |
Repayment Trust; and (iii) Pragati Employee Welfare Trust, formed on December | |
3, 2019. Subsidiaries and trusts for the purpose of financial data as at and for the | |
nine months ended December 31, 2023, and the years ended March 31, 2023, March | |
31, 2022 and March 31, 2021 would mean Subsidiaries and trusts during and as at | |
year end/period end, as applicable | |
₹/Rs./INR/Rupees/Indian | The lawful currency of the Republic of India |
Rupees | |
Articles/ Articles of | Articles of Association of our Company |
Association/AoA | |
Asset Liability | Asset Liability Management committee of the Board of Directors |
Management Committee | |
or ALCO | |
Audit Committee | Audit committee of the Board of Directors |
"Auditors" or "Statutory | The joint statutory auditors of the Company, S.N. Dhawan & CO LLP, Chartered |
Auditors" or "Joint | Accountants and Arora & Choudhary Associates, Chartered Accountants |
Statutory Auditors" | |
Board/ Board of | Board of Directors of our Company or a duly constituted committee thereof |
Directors | |
Chairman | The chairman of our Board of Directors, Subhash Sheoratan Mundra |
CEO | Chief executive officer of our Company, Gagan Banga |
Company Secretary and | The company secretary and compliance officer of our Company, Amit Kumar Jain |
Compliance Officer | |
Corporate Office | One International Center, Tower 1, 18th Floor, Senapati Bapat Road, Mumbai - |
400013, Maharashtra, India and Plot No. 422B, Udyog Vihar, Phase-IV, Gurugram, | |
Haryana - 122 016 | |
Corporate Social | Corporate Social Responsibility committee of the Board of Directors |
Responsibility | |
Committee | |
Director(s) | Director of our Company, unless otherwise specified |
DSA | Direct Selling Agent |
Equity Shares | Equity shares of our Company of face value of ₹2 each |
Partly Paid-up Equity | Equity shares of our Company having face value of ₹2 each (where the Applicants |
Shares | were required to pay face value of ₹ 0.67 per Rights Equity Share on Application |
and the balance face value of ₹1.33 on subsequent call(s)), bearing ISIN | |
IN9148I01010 | |
Erstwhile Auditors | The erstwhile statutory auditors of our Company, S.R. Batliboi & Co. LLP, |
Chartered Accountants | |
Group Companies | Includes such companies, other than our Subsidiaries, with which there were related |
party transactions, during the period for which financial information is disclosed in |
3
Term | Description |
this Tranche VI Prospectus and the Shelf Prospectus, as covered under the | |
applicable accounting standards and also other companies as considered material by | |
the Board of the Company | |
IBFSL | Indiabulls Financial Services Limited |
IBFSL-IHFL Scheme | Scheme of amalgamation for the amalgamation of Indiabulls Financial Services |
Limited with our Company | |
IBFSL Stock Option | IHFL-IBFSL Employee Stock Option Plan 2006, IHFL-IBFSL Employee Stock |
Schemes | Option Plan II 2006 and IHFL-IBFSL Employee Stock Option Plan 2008 |
IHFL | Indiabulls Housing Finance Limited |
IHFL Stock Option | IHFL-IBFSL Employee Stock Option Plan 2006, IHFL-IBFSL Employee Stock |
Schemes | Option Plan II 2006, IHFL-IBFSL Employee Stock Option Plan 2008, the Indiabulls |
Housing Finance Limited Employee Stock Option Scheme 2013, the Indiabulls | |
Housing Finance Limited Employee Stock Benefit Scheme 2019, the Indiabulls | |
Housing Finance Limited - Employee Stock Benefit Scheme 2021, and the | |
Indiabulls Housing Finance Limited - Employee Stock Benefit Scheme 2023 | |
Independent Director | A non-executive, independent Director as per the Companies Act, 2013 and the |
SEBI Listing Regulations, who are currently on the Board of our Company | |
IT Strategy Committee | IT Strategy committee of the Board of Directors |
Key Managerial | The key managerial personnel of the Company appointed in accordance with the |
Personnel | provisions of SEBI ICDR Regulations and the Companies Act, 2013. For further |
details, see "Our Management - Key Managerial Personnel" on page 223 of this | |
Tranche VI Prospectus | |
Material Subsidiary | Indiabulls Commercial Credit Limited |
Memorandum/ | Memorandum of Association of our Company |
Memorandum of | |
Association/ MoA | |
Net worth | As defined in Sec 2(57) of the Companies Act, 2013, as follows: |
"Net worth means the aggregate value of the paid-up share capital and all reserves | |
created out of the profits, securities premium account and debit or credit balance | |
of profit and loss account, after deducting the aggregate value of the accumulated | |
losses, deferred expenditure and miscellaneous expenditure not written off, as per | |
the audited balance sheet but does not include reserves created out of revaluation | |
of assets, write back of depreciation and amalgamation." | |
Nomination and | Nomination and Remuneration committee of the Board of Directors |
Remuneration | |
Committee | |
Preference Shares | Authorised preference share capital of 1,000,000,000 preference shares of face |
value of ₹10 each as on March 31, 2024 | |
Erstwhile Promoter | Sameer Gehlaut |
Sameer Gehlaut (founder and Erstwhile Promoter), Inuus Infrastructure Private | |
Limited and Sameer Gehlaut IBH Trust (Erstwhile Promoter Group Members) vide | |
a letter dated March 14, 2022 addressed to the Board of Directors of our Company, | |
had requested to be re-classified from the 'promoter and promoter group' category | |
to 'public' category of Shareholders of our Company, in accordance with | |
Regulation 31A of the SEBI Listing Regulations, subject to receipt of requisite | |
approvals. Thereafter, the Board, at its meeting held on March 15, 2022, considered | |
and approved the request. Further, the Shareholders of the Company, at their | |
extraordinary general meeting held on April 18, 2022, approved said re- | |
classification, subject to Stock Exchanges and other approvals. On April 19, 2022, | |
the Company filed the relevant applications with National Stock Exchange of India | |
Limited and BSE Limited for approval of this re-classification and received the | |
approvals from both Stock Exchanges vide their letters dated February 22, 2023. | |
Erstwhile Promoter | Includes the Erstwhile Promoter, Inuus Infrastructure Private Limited and Sameer |
Group | Gehlaut IBH Trust |
4
Term | Description | |
Reformatted Financial | Collectively, the Reformatted Consolidated Financial Information and the | |
Information | Reformatted Standalone Financial Information of our Company as at and for the | |
years ended March 31, 2023, March 31, 2022 and March 31, 2021 | ||
Reformatted | The Reformatted Consolidated Statement of Assets and Liabilities as at March 31, | |
Consolidated Financial | 2023, March 31, 2022 and March 31, 2021, the Reformatted Consolidated Statement | |
Information | of Profit and Loss, the Reformatted Consolidated Statement of Cash Flows and the | |
Reformatted Consolidated Statement of Changes in Equity and the Summary of | ||
Significant Accounting Policies and explanatory notes for the years ended March | ||
31, 2023, March 31, 2022 and March 31, 2021 (together referred as 'Reformatted | ||
Consolidated Financial Information') have been extracted by the Management from | ||
the Audited Consolidated Financial Statements of the Group as at and for the years | ||
ended March 31, 2023, March 31, 2022 and March 31, 2021 ("Audited | ||
Consolidated Financial Statements"), respectively. | ||
The Audited Consolidated Financial Statements as at and for the years ended March | ||
31, 2023, March 31, 2022 and March 31, 2021, prepared in accordance with the | ||
Indian Accounting Standards notified under Section 133 of the Companies Act, | ||
2013, read with Companies (Indian Accounting Standards) Rules 2015 as amended | ||
and other accounting principles generally accepted in India, which were approved | ||
by our Board on May 22, 2023, May 20, 2022 and May 19, 2021, respectively, | ||
forms the basis for such Reformatted Consolidated Financial Information | ||
Reformatted Standalone | The Reformatted Standalone Statement of Assets and Liabilities as at March 31, | |
Financial Information | 2023, March 31, 2022 and March 31, 2021 and the Reformatted Standalone | |
Statement of Profit and Loss and the Reformatted Standalone Statement of Cash | ||
flows and the Reformatted Standalone Statement of Changes in Equity and the | ||
Summary of Significant Accounting Policies and explanatory notes for the years | ||
ended March 31, 2023, March 31, 2022 and March 31, 2021 (together referred as | ||
'Reformatted Standalone Financial Information') have been extracted by the | ||
Management from the Audited Standalone Financial Statements of the Company as | ||
at and for the years ended March 31, 2023, March 31, 2022 and March 31, 2021 | ||
("Audited Standalone Financial Statements"), respectively. | ||
The Audited Standalone Financial Statements as at and for the years ended March | ||
31, 2023, March 31, 2022 and March 31, 2021, prepared in accordance with the | ||
Indian Accounting Standards notified under Section 133 of the Companies Act, | ||
2013, read with Companies (Indian Accounting Standards) Rules 2015 as amended | ||
and other accounting principles generally accepted in India, which were approved | ||
by our Board on May 22, 2023, May 20, 2022 and May 19, 2021, respectively, | ||
forms the basis for such Reformatted Standalone Financial Information | ||
Risk Management | Risk Management committee of the Board of Directors | |
Committee | ||
Registered Office | 5th Floor, Building No. 27, KG Marg Connaught Place, New Delhi - 110001, India | |
RoC | Registrar of Companies, Delhi and Haryana at New Delhi | |
Securities Issuance and | The committee constituted and authorised by our Board of Directors to take | |
Investment Committee | necessary decisions with respect to the Issue | |
Senior Management | The senior management personnel of the Company appointed in accordance with | |
Personnel | the provisions of SEBI ICDR Regulations. For further details, see "Our | |
Management - Senior Management Personnel" on page 224 of this Tranche VI | ||
Prospectus | ||
Shareholder(s) | The holder(s) of Equity Shares of our Company, unless otherwise specified in the | |
context thereof | ||
Stakeholders' | The Stakeholders' Relationship committee of our Company | |
Relationship Committee | ||
Subsidiary/Subsidiaries | The subsidiaries of our Company, namely: | |
1. Indiabulls Commercial Credit Limited; | ||
2. Indiabulls Collection Agency Limited; | ||
3. | Ibulls Sales Limited; | |
4. Indiabulls Capital Services Limited; | ||
5. | Indiabulls Advisory Services Limited; |
5
Term | Description |
6. Indiabulls Insurance Advisors Limited; | |
7. Indiabulls Asset Holding Company Limited; | |
8. Nilgiri Investmart Services Limited (formerly known as Nilgiri Financial | |
Consultants Limited); and | |
9. Indiabulls Investment Management Limited (formerly known as Indiabulls | |
Venture Capital Management Company Limited). | |
Subsidiaries of our Company as of the date of this Tranche VI Prospectus, in | |
accordance with the Companies Act, 2013, as amended from time to time. For the | |
purpose of Reformatted Consolidated Financial Information, Subsidiaries would | |
mean subsidiaries as at and during the relevant fiscal year or period. | |
Tax Auditor | The tax auditors of our Company, Ajay Sardana Associates |
Unaudited Financial | Collectively, the Unaudited Consolidated Financial Results and the Unaudited |
Results | Standalone Financial Results |
Unaudited Consolidated | The unaudited consolidated financial results of the Company and its subsidiaries |
Financial Results | (collectively referred to as the "Group") for the quarter and nine months ended |
December 31, 2023 prepared in accordance with Indian Accounting Standard 34, | |
(Ind AS 34) "Interim Financial Reporting" prescribed under Section 133 of the | |
Companies Act, 2013, as amended, read with relevant rules issued thereunder, the | |
circulars, guidelines and directions issued by the Reserve Bank of India from time | |
to time and other accounting principles generally accepted in India and presented in | |
accordance with the requirements of the SEBI Listing Regulations | |
Unaudited Standalone | The unaudited standalone financial results of the Company for the quarter and nine |
Financial Results | months ended December 31, 2023 prepared in accordance with Indian Accounting |
Standard 34, (Ind AS 34) "Interim Financial Reporting" prescribed under Section | |
133 of the Companies Act, 2013, as amended, read with relevant rules issued | |
thereunder, the circulars, guidelines and directions issued by the Reserve Bank of | |
India from time to time and other accounting principles generally accepted in India | |
and presented in accordance with the requirements of the SEBI Listing Regulations | |
Whole-time Director | The whole-time Director on the Board of Directors of our Company |
ISSUE RELATED TERMS
Term | Description |
Abridged | The memorandum containing the salient features of the Shelf Prospectus and this Tranche |
Prospectus | VI Prospectus |
Acknowledgement | The slip or document issued by the Designated Intermediary to an Applicant as proof of |
Slip | registration of the Application Form |
Allotment/ Allot/ | The issue and allotment of the NCDs to successful Applicants pursuant to this Tranche VI |
Allotted | Issue |
Allotment Advice | The communication sent to the Allottees conveying details of the NCDs allotted to the |
Allottees in accordance with the Basis of Allotment | |
Allottee(s) | The successful Applicant to whom the NCDs are Allotted, either in full or part, pursuant |
to this Tranche VI Issue | |
Amendment | The agreement dated February 26, 2024 to the Issue Agreement dated June 20, 2023 |
Agreement | executed between our Company and the Lead Managers |
Applicant/ | A person who applies for the issuance and Allotment of NCDs pursuant to the terms of the |
Investor/ ASBA | Draft Shelf Prospectus, the Shelf Prospectus, this Tranche VI Prospectus, the Abridged |
Applicant | Prospectus and the Application Form for this Tranche VI Issue through the ASBA process |
or the UPI Mechanism | |
Application | An application to subscribe to the NCDs (whether physical or electronic) offered pursuant |
to this Tranche VI Issue by submission of a valid Application Form and payment of the | |
Application Amount by any of the modes as prescribed under the Shelf Prospectus and | |
this Tranche VI Prospectus | |
Application | The aggregate value of the NCDs applied for as indicated in the Application Form for the |
Amount | Issue |
Application Form/ | The form in terms of which the Applicant shall make an offer to subscribe to the NCDs |
ASBA Form | through the ASBA process or through the UPI Mechanism and which will be considered |
6
Term | Description |
as the Application for Allotment of NCDs in terms of the Shelf Prospectus and this | |
Tranche VI Prospectus | |
"ASBA" or | An application (whether physical or electronic) to subscribe to the NCDs offered pursuant |
"Application | to the Issue by submission of a valid Application Form and authorising an SCSB to block |
Supported by | the Application Amount in the ASBA Account or to block the Application Amount using |
Blocked Amount" | the UPI Mechanism, where the Application Amount will be blocked upon acceptance of |
or "ASBA | UPI Mandate Request by retail individual investors which will be considered as the |
Application" | application for Allotment in terms of the Shelf Prospectus and this Tranche VI Prospectus |
ASBA Account | A bank account maintained by an ASBA Applicant with an SCSB, as specified in the |
ASBA Form submitted by ASBA Applicants for blocking the Application Amount | |
mentioned in the ASBA Form and will include a bank account of a retail individual | |
investor linked with UPI, for retail individual investors submitting application value up to | |
₹5,00,000 or any other investment limit, as applicable and prescribed by SEBI from time | |
to time. | |
Banker(s) to the | Collectively, the Public Issue Account Bank, Sponsor Bank and the Refund Bank |
Issue | |
Base Issue Size | ₹100 crores |
Basis of | The basis on which the NCDs will be alloted to the Applicant under this Tranche VI Issue |
Allotment | and described under "Issue Procedure -Basisof Allotment" on page 449 of this Tranche |
VI Prospectus | |
Bidding Centres | Centres at which the Designated Intermediaries shall accept the Application Forms, i.e., |
Designated Branches of SCSB, Specified Locations for Members of the Syndicate, Broker | |
Centres for Registered Brokers, Designated RTA Locations for RTAs and Designated | |
CDP Locations for CDPs | |
Brickwork | Brickwork Ratings India Private Limited |
Broker Centres | Broker Centres notified by the Stock Exchanges where Applicants can submit the ASBA |
Forms (including ASBA Forms under UPI in case of UPI Investors) to a Registered | |
Broker. The details of such Broker Centres, along with the names and contact details of | |
the Trading Members are available on the respective websites of the Stock Exchanges at | |
www.bseindia.com and www.nseindia.com | |
BSE | BSE Limited |
CARE Ratings | CARE Ratings Limited |
Category I - | • Public financial institutions, scheduled commercial banks, and Indian multilateral and |
Institutional | bilateral development financial institutions which are authorised to invest in the |
Investors | NCDs; |
- Provident funds with minimum corpus of ₹25 crores, and pension funds with minimum corpus of ₹25 crores registered with the Pension Find Regulatory and Development Authority, , which are authorised 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, as amended;
- Resident 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, India;
- 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;
- Systemically important non-banking financial companies being non-banking financial companies registered with the Reserve Bank of India; and
- Mutual Funds registered with SEBI
Category II - | • Companies within the meaning of section 2(20) of the Companies Act, 2013; | |
Non-Institutional | • Statutory bodies/ corporations and societies registered under the applicable laws in | |
Investors | 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; |
7
Term | Description |
- Scientific and/or industrial research organisations, which are authorized 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
Category III - | High Net-worth individuals which include Resident Indian individuals or Hindu |
High Net-Worth | Undivided Families through the Karta applying for an amount aggregating to above ₹10 |
Individuals | Lakh across all Series of NCDs in Issue |
Category IV - | Resident Indian individuals or HUFs applying through the Karta, for NCDs for an amount |
Retail Individual | aggregating up to and including ₹10 Lakh, across all Series of NCDs in this Tranche VI |
Investors | Issue and shall include Retail Individual Investors, who have submitted bid for an amount |
not more than ₹5,00,000, or any other investment limit, as applicable and prescribed by | |
SEBI from time to time, in any of the bidding options in this Tranche VI Issue (including | |
HUFs applying through their Karta and does not include NRIs) through UPI Mechanism | |
Client ID | Client identification number maintained with one of the Depositories in relation to the |
demat account | |
Consortium/ | The Lead Managers and Consortium Members |
Members of | |
the Consortium | |
(each | |
individually, a | |
Member | |
of the | |
Consortium) | |
Consortium | The agreement dated April 30, 2024 entered between the Lead Managers, Consortium |
Agreement | Members and our Company for this Tranche VI Issue |
Consortium | Nuvama Wealth and Investment Limited (formerly known as Edelweiss Broking Limited) |
Members | Elara Securities (India) Private Limited |
Trust Financial Consultancy Services Private Limited | |
Trust Securities Services Private Limited | |
CDP/ Collecting | A depository participant, as defined under the Depositories Act, 1996, as amended, and |
Depository | registered under Section 12(1A) of the SEBI Act and who is eligible to procure |
Participant | Applications at the Designated CDP Locations in terms of the SEBI Master Circular |
Coupon/ Interest | As specified under "Issue Structure" on page 382 of this Tranche VI Prospectus |
Rate | |
Credit Rating | For the present Issue, the credit rating agencies, being CRISIL Ratings and ICRA |
Agencies | |
CRISIL | CRISIL Market Intelligence & Analytics |
CRISIL Ratings | CRISIL Ratings Limited (a subsidiary of CRISIL Limited) |
CRISIL Report | Report titled "NBFC Report released in April 2024", prepared and issued by CRISIL |
Debenture Trustee | The agreement dated June 20, 2023, entered into between the Debenture Trustee and our |
Agreement | Company |
Debenture Trust | The trust deed to be entered into between the Debenture Trustee and our Company |
Deed | |
Debenture | Debenture Trustee for the NCD Holders in this Tranche VI Issue being IDBI Trusteeship |
Trustee/ Trustee | Services Limited |
Deemed Date of | The date on which the Board of Directors or the Securities Issuance and Investment |
Allotment | Committee approves the Allotment of the NCDs for this Tranche VI Issue or such date as |
may be determined by the Board of Directors or the Securities Issuance and Investment | |
Committee and notified to the Designated Stock Exchange. The actual Allotment of NCDs | |
may take place on a date other than the Deemed Date of Allotment. All benefits relating | |
to the NCDs including interest on NCDs shall be available to the NCD Holders from the | |
Deemed Date of Allotment | |
Demographic | The details of an Applicant, such as his address, bank account details, UPI ID, Permanent |
Details | Account Number, Category for printing on refund orders, and occupation which are based |
on the details provided by the Applicant in the Application Form |
8
Term | Description | ||
Depositories Act | The Depositories Act, 1996, as amended | ||
Depository(ies) | National Securities Depository Limited (NSDL) and /or Central Depository Services | ||
(India) Limited (CDSL) | |||
DP / Depository | A depository participant as defined under the Depositories Act | ||
Participant | |||
Designated | Such branches of the SCSBs which shall collect the ASBA Applications and a list of which | ||
Branches | is | available | on |
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes or at | such | ||
other website as may be prescribed by SEBI from time to time | |||
Designated CDP | Such locations of the CDPs where Applicants can submit the Application Forms. The | ||
Locations | details of such Designated CDP Locations, along with names and contact details of the | ||
Collecting Depository Participants eligible to accept Application Forms are available on | |||
the respective websites of the Stock Exchanges (www.bseindia.com and | |||
www.nseindia.com) as updated from time to time | |||
Designated Date | The date on which Registrar to the Issue issues instruction to SCSBs for transfer of funds | ||
from the ASBA Account to the Public Issue Account(s) or to the Refund Account, as | |||
appropriate, in terms of the Shelf Prospectus and this Tranche VI Prospectus and the Public | |||
Issue Account and Sponsor Bank Agreement | |||
Designated | Collectively, the Lead Managers, the Consortium Members, agents, SCSBs, Trading | ||
Intermediary(ies) | Members, CDPs and RTAs, who are authorised to collect Application Forms from the | ||
Applicants in this Tranche VI Issue. | |||
In relation to ASBA applicants submitted by Retail Individual Investors where the amount | |||
was blocked upon acceptance of UPI Mandate Request using the UPI Mechanism, | |||
Designated Intermediaries shall mean the CDPs, RTAs, Lead Managers, Consortium | |||
Members, Trading Members and Stock Exchanges where Applications have been | |||
submitted through the app/web interface as provided in the SEBI Master Circular | |||
Designated RTA | Such locations of the RTAs where Applicants can submit the Application Forms to RTAs. | ||
Locations | The details of such Designated RTA Locations, along with names and contact details of | ||
the RTAs eligible to accept ASBA Forms and Application Forms submitted using the UPI | |||
Mechanism as a payment option (for a maximum amount of ₹5,00,000, or any other | |||
investment limit, as applicable and prescribed by SEBI from time to time) are available on | |||
the website of the Stock Exchanges at https://www.bseindia.com/ and | |||
https://www.nseindia.com/, as updated from time to time | |||
Designated Stock | BSE Limited | ||
Exchange | |||
Direct Online | An online interface enabling direct applications through UPI by an application based/web | ||
Application | interface, by investors to a public issue of debt securities with an online payment facility. | ||
Draft Shelf | The Draft Shelf Prospectus dated June 20, 2023, filed by our Company with the Stock | ||
Prospectus | Exchanges for receiving public comments in accordance with the provisions of the SEBI | ||
NCS Regulations and to SEBI for record purpose | |||
Elara | Elara Capital (India) Private Limited | ||
Interest/ Coupon | As specified under "Terms of the Issue" on page 398 of this Tranche VI Prospectus | ||
Payment Date | |||
ICRA | ICRA Limited | ||
Issue | Public issue by our Company of secured NCDs of face value of ₹1,000 each, aggregating | ||
up to ₹2,000 crores ("Shelf Limit"). The NCDs will be issued in one or more tranches up | |||
to the Shelf Limit, on terms and conditions as set out in the relevant tranche prospectus for | |||
respective tranche issue (each a "Tranche Issue"), which should be read together with the | |||
Draft Shelf Prospectus and the Shelf Prospectus (collectively the "Offer Documents") | |||
Issue Agreement | Agreement dated June 20, 2023, executed between our Company and the Lead Managers | ||
Issue Documents/ | The Draft Shelf Prospectus, the Shelf Prospectus, this Tranche VI Prospectus read with | ||
Transaction | any notices, corrigenda, addenda thereto, the Abridged Prospectus, Issue Agreement, | ||
Documents | Registrar Agreement, Consortium Agreement, Debenture Trustee Agreement, Public Issue | ||
Account and Sponsor Bank Agreement, Tripartite Agreements, Application Form, | |||
Debenture Trust Deed and various other documents/ agreements/ undertakings, entered or | |||
to be entered by our Company with Lead Managers and/or other intermediaries for the |
9
Term | Description |
purpose of this Tranche VI Issue. For further details, see "Material Contracts and | |
Documents for Inspection" on page 482 of this Tranche VI Prospectus | |
Issue Period | The period between the Issue Opening Date and the Issue Closing Date inclusive of both |
days during which prospective Applicants may submit their Application Forms | |
Lead Managers/ | Nuvama Wealth Management Limited (formerly known as Edelweiss Securities Limited) |
LMs | Elara Capital (India) Private Limited |
Trust Investment Advisors Private Limited | |
Listing Agreement | The uniform listing agreement entered into between our Company and the Stock |
Exchanges in connection with the listing of debt securities of our Company | |
Market Lot | One NCD |
NCDs | Secured redeemable non-convertible debentures of face value of ₹1,000 each |
NCD Holder/ | Holder of secured redeemable non-convertible debentures of face value of ₹1,000 each |
Debenture | |
Holder(s)/ Bond | |
Holder(s) | |
NPCI | National Payments Corporation of India |
Nuvama | Nuvama Wealth Management Limited (formerly known as Edelweiss Securities Limited) |
OCB or Overseas | A company, partnership, society or other corporate body owned directly or indirectly to |
Corporate Body | the extent of at least 60% (sixty percent) by NRIs including overseas trusts, in which not |
less than 60% (sixty percent) of beneficial interest is irrevocably held by NRIs directly or | |
indirectly and which was in existence on October 3, 2003 and immediately before such | |
date had taken benefits under the general permission granted to OCBs under the FEMA. | |
OCBs are not permitted to invest in the Issue | |
Offer | The Draft Shelf Prospectus, the Shelf Prospectus, this Tranche VI Prospectus, the |
Document(s) | Abridged Prospectus and/or the Application Form along with supplemental information, |
if any | |
Prospectus | Collectively, the Shelf Prospectus and this Tranche VI Prospectus |
Public Issue | An account to be opened with the Banker(s) to the Issue to receive monies for allotment |
Account | of NCDs from the ASBA Accounts on the Designated Date as specified under this Tranche |
VI Prospectus | |
Public Issue | HDFC Bank Limited |
Account | |
Bank | |
Public Issue | The agreement dated April 30, 2024 entered between the Public Issue Account Bank, |
Account and | Sponsor Bank, Refund Bank, Lead Managers, the Registrar to the Issue and our Company |
Sponsor Bank | for this Tranche VI Issue |
Agreement | |
Record Date | The record date for payment of interest in connection with the NCDs or repayment of |
principal in connection therewith shall be 15 days prior to the date on which interest is due | |
and payable, and/or the date of redemption or such other date as may be determined by the | |
Board of Directors or the Securities Issuance and Investment Committee from time to time | |
in accordance with the applicable law. Provided that trading in the NCDs shall remain | |
suspended between the aforementioned Record Date in connection with redemption of | |
NCDs and the date of redemption or as prescribed by the Stock Exchanges, as the case | |
may be. | |
In case Record Date falls on a day when Stock Exchanges are having a trading holiday, | |
the immediate subsequent trading day will be deemed as the Record Date | |
Recovery Expense | A fund which has been deposited by our Company with the Designated Stock Exchange |
Fund | for an amount equal to 0.01% of the issue size, subject to a maximum of deposit of |
₹25,00,000 at the time of making the application for listing of NCDs | |
Redemption | As specified under "Terms of the Issue" on page 398 of this Tranche VI Prospectus |
Amount | |
Redemption Date | As specified under "Terms of the Issue" on page 398 of this Tranche VI Prospectus |
Refund Account | The account to be opened by our Company with the Refund Bank, from which refunds of |
the whole or part of the Application Amounts (excluding for the successful ASBA | |
Applicants), if any, shall be made and as specified in this Tranche VI Prospectus | |
Refund Bank(s) | HDFC Bank Limited |
10
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Indiabulls Housing Finance Ltd. published this content on 08 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 May 2024 16:38:30 UTC.