NON-CONVERTIBLE

operations including for our capital expenditure and working capital requirements. For further details, see
section titled “Objects of the Issue” beginning of the Prospectus. The fund requirement and deployment
is based on internal management estimates and has not been appraised by any bank or financial institution.
The management will have significant flexibility in applying the proceeds received by us from the Issue.
Further, as per the provisions of the Debt Regulations, we are not required to appoint a monitoring agency
and therefore no monitoring agency has been appointed for this Issue.
GENERAL INFORMATION
Our Company was originally incorporated as a private limited company on March 14, 1997 under the provisions
of the Companies Act, 1956, with the name “The Muthoot Finance Private Limited”. Subsequently, by a fresh
certificate of incorporation dated May 16, 2007, our name was changed to “Muthoot Finance Private Limited”.
Our Company was converted into a public limited company on November 18, 2008 with the name “Muthoot
Finance Limited” and received a fresh certificate of incorporation consequent to change in status on
December 02, 2008 from the Registrar of Companies, Kerala and Lakshadweep. Registered Office : Muthoot
Finance Limited, Muthoot Chambers, Opposite Saritha Theatre Complex, 2 nd Floor, Banerji Road, Kochi 682
018 Kerala, India. • Tel: (91 484) 239 4712 • Fax: (91 484) 239 6506 • Website: www.muthootfinance.com •
Email: cs@muthootgroup.com • For details of change in registered office, refer to the section titled “History and
Main Objects” of the Prospectus. Registration : Registration Number: 011300. Corporate Identity Number:
L65910KL1997PLC011300 issued by the Registrar of Companies, Kerala and Lakshadweep. Certificate of
registration bearing number N. 16.00167 under Section 45IA of the RBI Act, 1934 from the RBI dated
December 12, 2008 from the RBI to carry on the business of a non-banking financial institution without
accepting public deposits.
Impersonation : As a matter of abundant precaution, attention of the investors is specifically drawn to the
provisions of sub-section (1) of section 68A of the Act, relating to punishment for fictitious applications.
Minimum Subscription : Under the Debt Regulations, our Company is required to stipulate a minimum
subscription amount which it seeks to raise. The consequence of minimum subscription amount not being
raised is that the Issue shall not proceed and the entire application moneys received are refunded to the
Applicants. If our Company does not receive the minimum subscription of 75% of the Base Issue i.e. ` 1,875
million, prior to the Issue Closing Date, the entire subscription amount shall be refunded to the Applicants
within 30 days from the date of closure of the Issue. If there is delay in the refund of subscription by more than
eight days after our Company becomes liable to refund the subscription amount, our Company will pay interest
for the delayed period, at rates prescribed under sub-sections (2) and (2A) of Section 73 of the Companies Act,
1956.
Utilisation of Issue proceeds
Our Board of Directors certifies that: • all monies received out of the Issue shall be credited/transferred to a
separate bank account other than the bank account referred to in sub-section (3) of Section 73 of the Act; • details
of all monies utilised out of the Issue referred above shall be disclosed under an appropriate separate head
in our balance sheet indicating the purpose for which such monies have been utilised; • details of all unutilised
monies out of the Issue, if any, shall be disclosed under an appropriate head in our balance sheet indicating
the form in which such unutilised monies have been invested; and • we shall utilize the Issue proceeds only
upon creation of security as stated in the Prospectus in the section titled “Issue Structure” of the Prospectus.
• the Issue proceeds shall not be utilized towards full or part consideration for the purchase or any other
acquisition, inter alia by way of a lease, of any property.
Issue Programme : The subscription list shall remain open at the commencement of banking hours and close
at the close of banking hours for the period as indicated, with an option for early closure or extension by such
period, as may be decided by the duly authorised committee of the Board constituted by resolution of the Board
dated July 25, 2011. In the event of such early closure of subscription list of the Issue, our Company shall ensure
that notice of such early closure is given on or before the day of such early date of closure through advertisement/
s in a leading national daily newspaper.
ISSUE OPENS ON MARCH 02, 2012
ISSUE CLOSES ON MARCH 17, 2012
CAPITAL STRUCTURE
Details of share capital
The share capital of our Company as at date of the Prospectus is set forth below:
Amount in `
A Authorised share capital
450,000,000 Equity Shares 4,500,000,000
5,000,000 Redeemable Preference Shares of ` 1,000.00 each 5,000,000,000
TOTAL 9,500,000,000
B Issued, subscribed and paid-up share capital
371,712,768 Equity Shares 3,717,127,680
Changes in the authorised capital of our Company as on the date of the Prospectus:
Details of increase in authorised share capital since incorporation For further details please refer to the Prospectus.
Notes to capital structure For further details please refer to the Prospectus.
Share holding pattern of our Company as on December 31, 2011 For further details please refer to the Prospectus.
OBJECTS OF THE ISSUE
Issue proceeds : Our Company has filed the Prospectus for a public issue of NCDs aggregating upto ` 2,500
million with an option to retain over-subscription upto ` 2,500 million for issuance of additional NCDs aggregating
to a total of upto ` 5,000 million. The funds raised through this Issue will be utilised for our various financing
activities including lending and investments, to repay our existing liabilities or loans and towards our business
operations including for our capital expenditure and working capital requirements and general corporate
purposes, after meeting the expenditures of and related to the Issue and subject to applicable statutory/
regulatory requirements. The main objects clause of the Memorandum of Association of our Company permits
our Company to undertake its existing activities as well as the activities for which the funds are being raised
through this Issue.
Monitoring of utilisation of funds : There is no requirement for appointment of a monitoring agency in terms
of the SEBI Debt Regulations. The Board of Directors of our Company shall monitor the utilisation of the
proceeds of the Issue. Our Company will disclose in the Company’s financial statements for the relevant
financial year commencing from FY 2012, the utilisation of the proceeds of the Issue under a separate head
along with details, if any, in relation to all such proceeds of the Issue that have not been utilised thereby also
indicating investments, if any, of such unutilised proceeds of the Issue.
Interim use of proceeds : The management of the Company, in accordance with the policies formulated by it
from time to time, will have flexibility in deploying the proceeds received from the Issue. Pending utilisation
of the proceeds out of the Issue for the purposes described above, the Company intends to temporarily invest
funds in high quality interest bearing liquid instruments including money market mutual funds, deposits with
banks or temporarily deploy the funds in investment grade interest bearing securities as may be approved by
the Board / Committee of Directors of the Company, as the case may be. Such investment would be in
accordance with the investment policy of our Company approved by the Board or any committee thereof from
time to time.
Utilisation of proceeds from the NCDs allotted to NRIs, if any : We propose to offer Option II, Option III and Option
IV NCDs for subscription, pursuant to the Issue, to NRIs only on a non-repatriable basis. Under the provisions
of the Foreign Exchange Management (Borrowing and Lending in Rupees) Regulations, 2000, any monies
borrowed from a person resident outside India cannot be used: (a) for any purpose except in ones own business
other than (i) the business of chit fund, (ii) as Nidhi Company, (iii) agricultural or plantation activities or real
estate business; or construction of farm houses; or (iv) trading in Transferable Development Rights (TDRs); or
(b) for any investment, whether by way of capital or otherwise, in any company or partnership firm or proprietorship
concern or any entity, whether incorporated or not, or for the purpose of re-lending. To ensure compliance with
the above, our Company shall open and maintain a separate account with the Escrow Collection Bank(s) in
connection with all application monies received from NRIs, (“Special Account”). All application monies received
from NRI applicants shall be deposited in the Special Account maintained with any of the Bankers to the Issue.
Upon creation of security as disclosed in the Prospectus, the Escrow Collection Bank(s) shall transfer the monies
from the Special Account to a separate bank account, (“NRI Account”), which shall be different from the Public
Issue Account. Our Company shall at all times ensure that any monies kept in the Special Account and/or the
NRI Account shall be utilised only in accordance with and subject to the restrictions contained in the Foreign
Exchange Management (Borrowing and Lending in Rupee) Regulations, 2000, and other applicable statutory
and/or regulatory requirements.
Other confirmations : In accordance with the SEBI Debt Regulations, our Company will not utilise the proceeds
of the Issue for providing loans to or acquisition of shares of any person who is a part of the same group as our
Company or who is under the same management as our Company or any subsidiary of our Company. The Issue
proceeds shall not be utilised towards full or part consideration for the purchase or any other acquisition, inter
alia by way of a lease, of any property. No part of the proceeds from this Issue will be paid by us as consideration
to our Promoter, our Directors, Key Managerial Personnel, or companies promoted by our Promoter except in
the usual course of business. Further the Company undertakes that Issue proceeds from NCDs allotted to banks
shall not be used for any purpose, which may be in contravention of the RBI guidelines on bank financing to
NBFCs including those relating to classification as capital market exposure or any other sectors that are
prohibited under the RBI regulations.
STATEMENT OF TAX BENEFITS : For details please refer to the Prospectus.
INDUSTRY : For details please refer to the Prospectus.
OUR BUSINESS
Overview : We are the largest gold financing company in India in terms of loan portfolio, according to the 2010
update to the IMaCS Research & Analytics Industry Reports, Gold Loans Market in India, 2009 (“IMaCS Industry
Report, (2010 Update)”). For further details please refer to the Prospectus.
HISTORY AND MAIN OBJECTS
Brief background of our Company : For details please refer to the Prospectus.
Main objects of our Company : For details please refer to the Prospectus.
OUR MANAGEMENT : Board of Directors - The general superintendence, direction and management
of our affairs and business are vested in our Board of Directors. We have not appointed any ‘manager’ within
the meaning thereof under the provisions of the Act. Under the Articles of Association, we are required to have
not less than three Directors and not more than 12 Directors. We currently have 8 Directors on the Board out
of which 4 Directors, i. e. 50% of the total strength of Directors are independent directors. For further details
please refer to the Prospectus.
OUR PROMOTER
Profile of our Promoters : The following individuals are the Promoters of the Company: 1. M.G. George Muthoot;
2. George Thomas Muthoot; 3. George Jacob Muthoot; and 4. George Alexander Muthoot; For additional
details on the age, background, personal address, educational qualifications, experience, experience in the
business of the Company, positions/posts held in the past, terms of appointment as Directors and other
directorships of our Promoters, For further details please refer to the Prospectus.
8
MUTHOOT FINANCE LIMITED
IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS
66. Prominent Notes : • This is a public issue of NCDs aggregating upto ` 2,500 million with an option
to retain over-subscription upto ` 2,500 million for issuance of additional NCDs aggregating to a total
of upto ` 5,000 million. • For details on the interest of our Company’s Directors, please refer to the sections
titled “Our Management” and “Capital Structure” of the Prospectus. • Our Company has entered into certain
related party transactions, within the meaning of AS 18 as notified by the Companies (Accounting
Standards) Rules, 2006, as disclosed in the section titled “Financial Information” of the Prospectus. • Any
clarification or information relating to the Issue shall be made available by the Lead Managers and our
SUMMARY FINANCIAL INFORMATION
The following tables present an extract of Reformatted Summary Financial Statements. The Reformatted
Summary Financial Statements should be read in conjunction with the examination report thereon issued by
our Statutory Auditors and statement of significant accounting policies and notes to accounts on the Reformatted
Summary Financial Statements contained, For further details please refer to the Prospectus.
ANNEXURE-I: REFORMATTED SUMMARY STATEMENT OF ASSETS AND LIABILITIES
` In Millions
Particulars Sche- As at As at As at As at As at As at
dule September March March March March March
No. 30, 2011 31, 2011 31, 2010 31, 2009 31, 2008 31, 2007
I Fixed Assets I
Gross Block 2,911.60 2,463.34 1,691.09 1,482.66 1,215.25 646.37
Less: Accumulated Depreciation/Amortization 760.69 627.77 449.04 320.76 222.74 149.48
Net Block 2,150.91 1,835.57 1,242.05 1,161.90 992.51 496.89
Capital Work in Progress 473.94 505.27 290.65 131.19 93.64 135.40
2,624.85 2,340.84 1,532.71 1,293.10 1,086.15 632.29
II Investments II 75.05 75.05 75.05 85.31 183.43 242.15
III Deferred Tax Assets, (Net) 5.06 (24.73) (-24.84) (-37.87) (-41.73) (-47.31)
IV
V
Current Assets, Loans and Advances
Sundry Debtors III 159.37 53.94 33.45 40.95 34.92 21.66
Cash and Bank Balances IV 13,322.22 13,754.95 5,759.92 8,825.32 2,580.38 563.21
Other Current Assets V 6,521.71 5,919.68 2,408.14 1,658.09 967.91 787.06
Loans and Advances VI 1,84,504.85 1,17,517.75 54,616.99 25,735.53 18,046.59 13,893.02
2,04,508.15 1,37,246.32 62,818.49 36,259.89 21,629.80 15,264.95
A= (I+II+III+IV) 2,07,213.11 1,39,637.48 64,401.41 37,600.43 22,857.65 16,092.08
Liabilities and Provisions
Secured Loans VII 1,34,849.95 1,02,111.55 45,471.22 30,087.45 18,400.19 13,117.52
Unsecured Loans VIII 37,717.95 17,274.31 7,334.03 1,568.48 752.87 709.00
Current Liabilities IX 5,842.72 3,878.71 4,524.35 1,805.57 1,224.88 459.10
Provisions X 2,682.22 3,031.00 1,229.90 524.46 348.65 214.43
B=(V) 1,81,092.84 1,26,295.56 58,559.50 33,985.96 20,726.59 14,500.06
NET WORTH A-B 26,120.27 13,341.92 5,841.92 3,614.47 2,131.07 1,592.03
Net Worth Represented by
Share Capital
XI
- Equity Shares 3,717.13 3,202.13 3,010.00 490.00 50.00 50.00
Reserves and Surplus
- Securities Premium XII 10,570.78 2,364.77 - 755.00 275.00 275.00
- Statutory Reserve XIII 2,794.04 1,982.02 993.67 538.52 343.08 215.89
- Surplus/ (Deficit) in Profit and Loss Account XIV 9,043.25 5,795.20 1,841.79 1,918.75 1,555.50 1,052.04
Miscellaneous Expenditure XV (4.93) (2.21) (3.54) (87.80) (92.51) (0.90)
(to the extent not written off)
NET WORTH 26,120.27 13,341.92 5,841.92 3,614.47 2,131.07 1,592.03
ANNEXURE-II: REFORMATTED SUMMARY STATEMENT OF PROFITS AND LOSSES
` In Millions
Particulars Sche- For the For the For the For the For the For the
dule period year year year year year
No. ended ended ended ended ended ended
September March March March March March
30, 2011 31, 2011 31, 2010 31, 2009 31, 2008 31, 2007
INCOME
Interest Income XVI 20,126.05 22,983.44 10,774.52 6,062.39 3,579.37 2,235.85
Other Income XVII 119.39 175.24 119.28 141.63 107.01 103.80
Total Income 20,245.44 23,158.68 10,893.80 6,204.02 3,686.38 2,339.65
EXPENDITURE
Interest Expense XVIII 9,858.76 10,326.44 4,737.28 3,097.70 1,797.99 998.95
Personnel Expenses XIX 1,751.90 2,209.49 1,169.44 677.01 405.35 266.31
Administrative & Other Expenses XX 2,322.82 2,638.99 1,190.43 727.93 390.21 284.96
Salary to Whole Time Directors 96.00 192.00 192.23 120.90 48.90 48.90
Depreciation 133.51 179.64 148.90 98.78 74.14 70.97
Total Expenditure 14,162.99 15,546.57 7,438.27 4,722.32 2,716.59 1,670.09
Profit/(Loss) before Tax and Prior Period Items 6,082.44 7,612.11 3,455.53 1,481.70 969.78 669.57
Prior Period Items [ Expenses / (Income)] - - - - - -
Net Profit/(Loss) before Tax 6,082.44 7,612.11 3,455.53 1,481.70 969.78 669.57
Provision for tax
Current Tax 2,052.17 2,670.45 1,192.81 507.94 336.07 207.68
Deferred Tax Charge/(Credit) (29.79) (0.11) (13.03) (3.86) (5.58) 17.70
Fringe Benefit Tax - - 0.42 3.32 4.40
Total Tax Expense/(Credit) 2,022.38 2,670.34 1,179.78 504.50 333.82 229.78
Net Profit/(Loss) for the period/year as per 4,060.06 4,941.76 2,275.75 977.20 635.97 439.79
audited financials
Adjustments to the Financial Statements - 9.41 (4.46) (5.32) (1.23)
Less: Deferred Tax Impact on Adjustments - - - - -
considered above
Adjustment of excess provision of income tax, - - 5.95 - -
for earlier years written back
Net Adjustments (Refer note C of Annexure IV) - - 9.41 1.49 (5.32) (1.23)
Net Profit/(Loss) 4,060.06 4,941.76 2,285.16 978.69 630.65 438.56
Less: Transfer to Statutory Reserve 812.01 988.35 455.15 195.44 127.19 87.96
Surplus/ (Deficit) brought forward from 5,795.20 1,841.79 1,918.75 1,555.50 1,052.04 705.80
previous period/year
Impact of reformatting of prior period expenses (4.36)
relating to periods prior to 01.04.2006
Surplus / (Deficit) available for Appropriation 9,043.25 5,795.20 3,748.76 2,338.75 1,555.50 1,052.04
Appropriation:
Issue of Bonus Shares - 1,765.00 420.00 - -
Reduction on account of demerger of radio business - 141.98 - - -
Surplus/ (Deficit) carried to Balance Sheet 9,043.25 5,795.20 1,841.79 1,918.75 1,555.50 1,052.04
For further details please refer to the Prospectus.
DISCLOSURES ON EXISTING FINANCIAL INDEBTEDNESS
A. Details of Secured Borrowings: Our Company’s secured borrowings as on
December 31, 2011 amount to ` 151,310.45 million. For further details please
refer to the Prospectus.
B. Details of Unsecured Loans: For details please refer to the Prospectus.
C. Restrictive Covenants under our Financing Arrangements: For details please refer
to the Prospectus.
LEGAL AND OTHER INFORMATION
PENDING PROCEEDINGS AND STATUTORY DEFAULTS
As on the date of the Prospectus, there are no defaults in meeting statutory dues,
institutional dues, and towards holders of instrument like debentures, fixed deposits
and arrears on cumulative preference shares, etc, by our Company or by public
companies promoted by the Promoters and listed on the BSE or NSE. For further
details please refer to the Prospectus.
OTHER REGULATORY AND STATUTORY DISCLOSURES
Authority for the Issue : At the meeting of the Board of Directors of our Company,
held on January 31, 2012 the Directors approved the issue of NCDs to the public
upto an amount not exceeding ` 7,000 million.
Prohibition by SEBI : Our Company, persons in control of our Company and/or our
Promoters have not been restrained, prohibited or debarred by SEBI from accessing
the securities market or dealing in securities and no such order or direction is in
force. Further, no member of our promoter group has been prohibited or debarred
by SEBI from accessing the securities market or dealing in securities due to fraud.
Disclaimer Clause of the BSE : BSE LIMITED (“THE EXCHANGE”) HAS GIVEN VIDE
ITS LETTER DATED FEBRUARY 22, 2012, PERMISSION TO THIS COMPANY TO USE
THE EXCHANGE’S NAME IN THIS OFFER DOCUMENT AS ONE OF THE STOCK
EXCHANGES ON WHICH THIS COMPANY’S SECURITIES ARE PROPOSED TO BE
LISTED. THE EXCHANGE HAS SCRUTINIZED THIS OFFER DOCUMENT FOR ITS
LIMITED INTERNAL PURPOSE OF DECIDING ON THE MATTER OF GRANTING THE
AFORESAID PERMISSION TO THIS COMPANY. THE EXCHANGE DOES NOT IN ANY
MANNER: a. WARRANT, CERTIFY OR ENDORSE THE CORRECTNESS OR
COMPLETENESS OF ANY OF THE CONTENTS OF THIS OFFER DOCUMENT; OR b.
WARRANT THAT THIS COMPANY’S SECURITIES WILL BE LISTED OR WILL CONTINUE
TO BE LISTED ON THE EXCHANGE; OR c. TAKE ANY RESPONSIBILITY FOR THE
FINANCIAL OR OTHER SOUNDNESS OF THIS COMPANY, ITS PROMOTERS, ITS
MANAGEMENT OR ANY SCHEME OR PROJECT OF THIS COMPANY. AND IT SHOULD
NOT FOR ANY REASON BE DEEMED OR CONSTRUED THAT THIS OFFER DOCUMENT
HAS BEEN CLEARED OR APPROVED BY THE EXCHANGE. EVERY PERSON WHO
DESIRES TO APPLY FOR OR OTHERWISE ACQUIRES ANY SECURITIES OF THIS
Company to the investors at large and no selective or additional information would be available for a
section of investors in any manner whatsoever. • Investors may contact the Registrar to the Issue, Compliance
Officer, the Lead Managers for any complaints pertaining to the Issue. In case of any specific queries on
allotment/refund, Investor may contact the Registrar to the Issue. • In the event of oversubscription to the
Issue, allocation of NCDs will be as per the “Basis of Allotment” set out in the Prospectus. • Our Equity
Shares are listed on the NSE and BSE. • As of September 30, 2011, we had certain contingent liabilities
not provided for, amounting to ` 3,229.35 million. For further details please refer to the Prospectus.
COMPANY MAY DO SO PURSUANT TO INDEPENDENT INQUIRY, INVESTEGATION
AND ANALYSIS AND SHALL NOT HAVE ANY CLAIM AGAINST THE EXCHANGE
WHATSOEVER BY REASON OF ANY LOSS WHICH MAY BE SUFFERED BY SUCH
PERSON CONSEQUENT TO OR IN CONNECTION WITH SUCH SUBSCRIPTION/
ACQUISITION WHETHER BY REASON OF ANYTHING STATED OR OMITTED TO BE
STATED HEREIN OR FOR ANY OTHER REASON WHATSOEVER.
Disclaimer Clause of the RBI : THE COMPANY IS HAVING A VALID CERTIFICATE OF
REGISTRATION DATED DECEMBER 12, 2008 ISSUED BY THE RESERVE BANK OF
INDIA UNDER SECTION 45 IA OF THE RESERVE BANK OF INDIA ACT, 1934. HOWEVER,
THE RBI DOES NOT ACCEPT ANY RESPONSIBILITY OR GUARANTEE ABOUT THE
PRESENT POSITION AS TO THE FINANCIAL SOUNDNESS OF THE COMPANY OR
FOR THE CORRECTNESS OF ANY OF THE STATEMENTS OR REPRESENTATIONS
MADE OR OPINIONS EXPRESSED BY THE COMPANY AND FOR REPAYMENT OF
DEPOSITS/ DISCHARGE OF LIABILITY BY THE COMPANY.
Listing : The NCDs proposed to be offered in pursuance of the Prospectus will be
listed on the BSE. We have received the in-principle approval dated
February 22, 2012 from the BSE. If permissions to deal in and for an official
quotation of our NCDs are not granted by the BSE, our Company will forthwith
repay, without interest, all moneys received from the applicants in pursuance of
the Prospectus. Our Company shall ensure that all steps for the completion of the
necessary formalities for listing and commencement of trading at the stock exchange
mentioned above are taken within 15 working days from the date of allotment. For
the avoidance of doubt, it is hereby clarified that in the event of non subscription
to any one or more of the Options, such NCDs with Option(s) shall not be listed.
Consents : For details please refer to the Prospectus.
Expert Opinion : For details please refer to the Prospectus.
Common form of Transfer : For details please refer to the Prospectus.
Minimum Subscription : For details please refer to the Prospectus.
Filing of the Draft Prospectus and Prospectus : The Draft Prospectus has been filed
with the Designated Stock Exchange in terms of Regulation 7 of the Debt Regulations
for dissemination on their website. A copy of the Prospectus has been filed with
the ROC, Kerala and Lakshadweep, in terms of Sections 56 and 60 of the Companies
Act, 1956. Debenture Redemption Reserve : For details please refer to the Prospectus.
Issue Related Expenses : For details please refer to the Prospectus.
Underwriting : This Issue has not been underwritten.
Details regarding the Company and other listed companies under the same management
within the meaning of section 370(1B), which made any capital issue during the last
three years : On May 03, 2011, our Company issued and allotted 51,500,000 equity
shares at a price of ` 175 per such Equity Share, amounting to an aggregate of
` 9,012,500,000 pursuant to an initial public offer under the SEBI (Issue of Capital
and Disclosure Requirements) Regulations, 2009 which opened on April 18, 2011
and closed on April 21, 2011. The electronic credit of the equity shares to investors
pursuant to the initial public offer was completed on May 04, 2011. There are no
listed companies under the same management within the meaning of Section
370(1) (B) of the Companies Act, 1956.
Commissions and Brokerage on previous issue : ` 151.25 million was incurred towards
lead management fees, underwriting and selling commission in connection with
the public issue of 51,500,000 equity shares at a price of ` 175 per such Equity
Share, pursuant to an initial public offer under the SEBI (Issue of Capital and
Disclosure Requirements) Regulations, 2009. ` 127.74 million was incurred towards
lead management fees, and selling commission in connection with the public issue
of 6,932,813 secured non-convertible debentures of face value ` 1,000 each
issued at face value, pursuant to a public issue under the Debt Regulations.
` 75.09 million was incurred towards lead management fees, and selling commission
in connection with the public issue of 4,593,198 secured non-convertible debentures
of face value ` 1,000 each issued at face value, pursuant to a public issue under
the Debt Regulations.
Public / Rights Issues : On May 03, 2011, our Company issued and allotted 51,500,000
equity shares at a price of ` 175 per such Equity Share, pursuant to an initial public
offer under the SEBI (Issue of Capital and Disclosure Requirements) Regulations,
2009.
Previous Issue : For details please refer to the Prospectus.
Stock Market Data : For details please refer to the Prospectus.
Debentures or bonds and redeemable preference shares and other instruments issued
by our Company and outstanding : There are certain debentures issued by our
Company which are listed on the WDM segment of the NSE and bear ISIN
numbers INE414G07027; INE414G07019; INE414G07035 and INE414G08181.
No trade data is available since no trades have taken placed in these debentures
in NSE, since they were listed, on May 19, 2011.
Dividend : Our Company has no stated dividend policy. The declaration and payment
of dividends on our shares will be recommended by our Board of Directors and
approved by our shareholders, at their discretion, and will depend on a number of
factors, including but not limited to our profits, capital requirements and overall
financial condition. The Company has not declared any dividend on its Equity
Shares in the last five financial years.
Revaluation of assets : The Company has not revalued its assets in the last five
years.
Mechanism for redressal of investor grievances : The MoU between the Registrar to
the Issue and our Company will provide for retention of records with the Registrar
to the Issue for a period of at least 3 years from the last date of despatch of the
Allotment Advice, demat credit and refund orders to enable the investors to
approach the Registrar to the Issue for redressal of their grievances. All grievances
relating to the Issue may be addressed to the Registrar to the Issue, giving full
details such as name, address of the applicant, number of NCDs applied for,
amount paid on application and the bank branch or collection centre where the
application was submitted. The contact details of Registrar to the Issue are as
follows: Link Intime India Private Limited, C-13, Pannalal Silk Mills Compound, L.B.S.
Marg, Bhandup (West), Mumbai 400 078, India.• Tel: (91 22) 2596 0320 • Fax: (91
22) 2596 0329 • Toll Free: 1-800-22-0320 • Email: mfl.ipo@linkintime.co.in • Investor
Grievance Email: mfl.ipo@linkintime.co.in • Website: www.linkintime.co.in • Contact
Person: Sachin Achar • SEBI Registration No.: INR000004058. We estimate that
the average time required by us or the Registrar to the Issue for the redressal of
routine investor grievances will be 7 (seven) business days from the date of receipt
of the complaint. In case of non-routine complaints and complaints where external
agencies are involved, we will seek to redress these complaints as expeditiously
as possible. Rajesh A has been appointed as the Compliance Officer of our
Company for this issue. The contact details of Compliance Officer of our Company
are as follows: Rajesh A., Muthoot Chambers, Opposite Saritha Theatre Complex,
2nd Floor, Banerji Road, Kochi 682 018, Kerala, India. • Tel: (91 484) 353 5533 •
Fax: (91 484) 2396506 • E-mail: cs@muthootgroup.com. Investors may contact
the Registrar to the Issue or the Compliance Officer in case of any pre-issue or
post Issue related issues such as non-receipt of Allotment Advice, demat credit,
refund orders or interest on application money.
Change in Auditors of our Company during the last three years : There has been no
change(s) in the Statutory Auditors of our Company in the last 3 (three) financial
years preceding the date of the Prospectus.
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION : For details please
refer to the Prospectus.
DECLARATION : We, the Directors of the Company, certify that all the relevant
provisions of the Companies Act, 1956 and the guidelines issued by the Government
of India or the guidelines issued by the Securities and Exchange Board of India
established under Section 3 of the Securities and Exchange Board of India Act,
1992, as the case may be, have been complied with. We further certify that the
disclosures made in the Prospectus are true and correct and in conformity with
Schedule II of the Companies Act, 1956, Schedule I of SEBI (Issue and Listing of
Debt Securities) Regulations, 2008, and the Listing Agreement to be executed with
the stock exchanges, and no statement made in the Prospectus is contrary to the
provisions of the Companies Act, 1956 or the Securities and Exchange Board of
India Act, 1992 or rules, guidelines and circulars issued thereunder.
SIGNED BY ALL DIRECTORS:
M. G. George Muthoot Whole Time Director and Chairman, George Thomas Muthoot
Whole Time Director, George Jacob Muthoot Whole Time Director, George Alexander
Muthoot Managing Director, P. George Varghese Independent Director K. John Mathew
Independent Director, John K Paul Independent Director, George Joseph Independent
Director • Date : February 23, 2012 • Place : Kochi, India.
FOR FURTHER DETAILS, PLEASE REFER TO THE PROSPECTUS