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APPLICATION FORM JM FINANCIAL CREDIT SOLUTIONS LIMITED COMMON APPLICATION FORM ISSUE OPENS ON : MAY 28, 2018


(FOR RESIDENT APPLICANTS) Credit Rating: [ICRA] AA/Stable by ICRA and IND AA/Stable by India Ratings FOR ASBA / NON ASBA ISSUE CLOSES ON : JUNE 20, 2018*
*For Early Closure or extension of the Tranche I Issue refer to page 3 of the Abridged Prospectus
To, The Board of Directors, Application
JM FINANCIAL CREDIT SOLUTIONS LIMITED Form No. 30505320
TEAR HERE

PUBLIC ISSUE OF SECURED, RATED, LISTED, REDEEMABLE, NON-CONVERTIBLE DEBENTURES OF FACE VALUE OF ` 1,000/- EACH ( "SECURED NCDs") VIDE SHELF PROSPECTUS AND TRANCHE I PROSPECTUS BOTH DATED MAY 16, 2018
I/we hereby confirm that I/We have read and understood the terms and conditions of this Application Form and the attached Abridged Prospectus and agree to the ‘Applicant’s Undertaking’ as given overleaf. I/we hereby
confirm that I/we have read the instructions for filling up the Application Form given overleaf.
LEAD MANAGER / LEAD BROKERS / TRADING SUB- BROKER / AGENT ESCROW BANK / SCSB BRANCH BANK BRANCH REGISTRAR’S / DATE OF
MEMBER’S STAMP & CODE STAMP & CODE STAMP & CODE SERIAL NO. SCSB SERIAL NO. RECEIPT
EDELWEISS SECURITIES LTD.
01/121
157022
1. APPLICANT’S DETAILS - PLEASE FILL IN BLOCK LETTERS (Please refer to Page 13 of this Abridged Prospectus)
First Applicant (Mr./Ms ./M/s .)
Date of Birth D D M M Y Y Y Y Name of Guardian (if Applicant is minor) (Mr./ Ms.)
Address
Pin Code (Compulsory) Tel. No.(with STD code) / Mobile Email
Second Applicant (Mr./ Ms./M/s.)
Third Applicant (Mr./ Ms./M/s.)
2. Investor Category (Please refer overleaf) Category I Category II Category III Category IV Sub Category Code (Please see overleaf)
3. PLEASE PROVIDE APPLICANT’S DEPOSITORY DETAILS
For NSDL enter 8 digit DP ID followed by 8 digit Client ID / For CDSL enter 16 digit Client ID
NSDL / CDSL
4. INVESTMENT DETAILS (For details, please refer Issue Structure overleaf)
Options I II III IV V VI
Frequency of Interest Payment Annual Cumulative Annual Monthly Annual Monthly
Minimum Application and in Multiples of (`) thereafter ` 10,000 (10 NCDs) and ` 1,000 (1 NCD)
Face Value/Issue Price of NCDs (`/ NCD) ` 1,000 ` 1,000 ` 1,000 ` 1,000 ` 1,000 ` 1,000
Tenor from Deemed Date of Allotment 38 months 38 months 60 months 60 months 120 months 120 months
Coupon (% per annum) 9.25% N.A. 9.50% 9.11% 9.75% 9.34%
Effective Yield (per annum) 9.26% 9.24% 9.49% 9.49% 9.74% 9.74%
Redemption Amount (`/NCD) ` 1,000 ` 1,323.39 ` 1,000 ` 1,000 ` 1,000 ` 1,000
PLEASE FILL IN BLOCK LETTERS

Maturity Date (From Deemed Date of Allotment) 38 months 38 months 60 months 60 months 120 months 120 months
No. of NCDs Applied
Amount Payable (`)
Grand Total (`)
Note: Our Company shall allocate and allot Option III NCDs wherein the Applicants have not indicated their choice of the relevant NCD Series
5. PAYMENT DETAILS (Please tick (3) “any one of the mode of payment out of option A or B given below”) (Please write Sole/First Applicant’s Name, Phone No. and Application No. on the reverse side of Cheque/DD.)
Amount Paid (` in figures) (` in words)
(A) CHEQUE/ DEMAND DRAFT (DD) to be drawn in favour of (B) ASBA
“JM Financial CSL Tranche 1 Escrow Account” Bank A/c No.
Cheque/DD No. Dated D D M M Y Y ASBA A/c. Holder Name __________________________________________________
(in case Applicant is different from ASBA A/c. Holder)
Drawn on (Bank Name & Branch) Bank Name & Branch ____________________________________________________

5A. PAN & SIGNATURE OF 5B. PAN & SIGNATURE OF 5C. PAN & SIGNATURE OF 5D. SIGNATURE OF ASBA BANK ACCOUNT HOLDER(S) LEAD MANAGERS / LEAD BROKERS /
SOLE/FIRST APPLICANT SECOND APPLICANT THIRD APPLICANT (AS PER BANK RECORDS) (FOR ASBA OPTION ONLY) SUB-BROKERS / TRADING MEMBER’S /
I/We authorize the SCSB to do all acts as are SCSB BRANCH’S STAMP
PAN PAN PAN necessary to make the Application in the Issue (Acknowledging upload of Application
1) in Stock Exchange(s) system) (Mandatory)

2)
Furnishing of PAN of the Applicant is mandatory, including Minor’s PAN in case
Date : _________________, 2018 of Application by Minor, please refer page no. 18 of this Abridged Prospectus. 3)
TEAR HERE
Acknowledgement Slip for Application
JM FINANCIAL CREDIT SOLUTIONS LIMITED Lead Managers/ Lead Brokers /
Sub-Brokers / Trading Members / SCSB(s)
Form No. 30505320
PUBLIC
PUBLICISSUE
ISSUEOFOF
SECURED,
SECUREDRATED,
SECURED,
LISTED,RATED,
REDEEMABLE,
LISTED,NON-CONVERTIBLE
REDEEMABLE, NON-CONVERTIBLE
DEBENTURES OF FACE VALUE OF `OF1,000/-
DEBENTURES FACEEACH
VALUE OF ` 1,000/-
( "SECURED NCDs")EACH
VIDE (THE
SHELF"DEBENTURES"
PROSPECTUS AND
OR TRANCHE
THE "NCDS")
I PROSPECTUS
VIDE PROSPECTUS
BOTH DATED
DATED
MAY 16,
...........,
2018 2018
DPID
/ PAN
CLID

Amount Paid (` in figures) Bank & Branch Date, Stamp & Signature of Escrow Bank (Mandatory)

Cheque / DD/ASBA Bank A/c No. Dated

Received from Mr./Ms./M/s.


Telephone / Mobile Email

TEAR HERE
PUBLIC ISSUE OF SECURED, RATED, LISTED, REDEEMABLE, NON-CONVERTIBLE DEBENTURES OF FACE VALUE OF ` 1,000/- EACH ( "SECURED NCDs") VIDE SHELF PROSPECTUS AND TRANCHE I PROSPECTUS BOTH DATED MAY 16, 2018
Options/NCD Series I II III IV V VI Date Stamp & Signature of Lead Managers/ Name of Sole / First Applicant (Mr./Ms./M/s.)
JM FINANCIAL CREDIT
SOLUTIONS LIMITED

Face Value/Issue Price (`/NCD) ` 1,000 Lead Brokers / Sub-Brokers / Trading


TEAR HERE

Members / SCSB
No. of NCDs applied for
Amount Payable (`) All future communication in connection with this application
should be addressed to the Registrar to the Issue. For details,
Grand Total (`) pleaser refer overleaf. Acknowledgement Slip for Applicant
Cheque/DD/ASBA Bank A/c No. Dated Acknowledgement is subject to realisation of Cheque/
DD/Availability of Funds in the ASBA account.
Drawn on (Name of B a n k & B r a n c h ) Application
Form No. 30505320


While submitting the Application Form, the Applicant should ensure that the date stamp being put on the Application Form by the Lead Managers/ Lead Brokers / Sub-Brokers / Trading
Members / SCSB matches with the date stamp on the Acknowledgement Slip. Applications submitted without being uploaded on the terminals of the Stock Exchange will be rejected.

157022
APPLICANT’S UNDERTAKING
I/We hereby agree and confirm that:
1. I/We have read, understood and agreed to the contents and terms and conditions of the Shelf Prospectus and Tranche I Prospectus both dated May 16, 2018 (the ‘Prospectus’) of “JM Financial Credit
Solutions Limited”.
2. I/We hereby apply for allotment of the Secured NCDs to me/us and the amount payable on application is remitted herewith.
3. I/We hereby agree to accept the Secured 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 IDBI Trusteeship 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 Secured NCDs as nominee(s) of any person resident outside India and/or Foreign National(s).
6. The application made by me/us do not exceed the investment limit on the maximum number of Secured 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 Tranche I 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 Secured 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 Regulations and disclosed in the
Prospectus, I/We authorize (a) the Lead Managers/ Lead Brokers/Sub Brokers/Trading Members (in Specified Cities Only) or the SCSBs, 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 account maintained with the SCSB as specified in the Application Form, transfer of funds to the Public Issue Account
on receipt of instruction from the Lead Managers and Registrar to the Issue, after finalization 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 of Allotment. 3) In case the amount available in the specified ASBA 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 III NCDs wherein I/ We have not indicated the choice of relevant NCD Series.
Impersonation
Attention of the Applicants is specifically drawn to sub-section (1) of Section 38 of the Companies Act 2013, reproduced below: “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 for acquiring or subscribing for its securities; or (c)
otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any other person in a fictitious name, shall be liable for action under Section 447 of the Companies Act 2013”.
ISSUE RELATED INFORMATION FOR FILLING THE APPLICATION FORM
The following categories of persons are eligible to apply in the Issue:
Category I (Institutional Investors) Sub Category II (Non-Institutional Investors) Sub Category III (“High Networth Individuals”)/(“HNIs”) Sub
Category Category Category
Code Code Code
Public financial institutions, scheduled commercial banks, and Indian multilateral and bilateral 10 Companies within the meaning of section 2(20) of the Companies Act, 21 The following Investors applying for an amount
development financial institutions which are authorised to invest in the Secured NCDs; 2013;statutory bodies/ corporations and societies registered under the aggregating to more than ` 10 lakhs across all Options
applicable laws in India and authorised to invest in the Secured NCDs; of Secured NCDs in this Issue:
Provident funds and pension funds with a minimum corpus of ` 250 million, superannuation 11 Co-operative banks and regional rural banks; 22 Resident Indian individuals 31
funds and gratuity funds, which are authorised to invest in the Secured NCDs;
Alternative Investment Funds, subject to investment conditions applicable to them under the 12 Trusts including Public/private charitable/religious trusts which are 23 Hindu Undivided Families through the Karta 32
Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012; authorised to invest in the Secured NCDs;
Resident Venture Capital Funds registered with SEBI; 13 Scientific and/or industrial research organisations, which are authorised 24 Category IV (“Retail Individual Investors”) /(“RIIs”) Sub
to invest in the Secured NCDs Category
Code
Insurance companies registered with the IRDA; 14 Partnership firms in the name of the partners; 25 The following Investors applying for an amount
aggregating upto and including ` 10 lakhs across all
Options of Secured NCDs in this Issue:
State industrial development corporations; 15 Limited liability partnerships formed and registered under the provisions 26 Resident Indian individuals 41
of the Limited Liability Partnership Act, 2008 (No. 6 of 2009);
Insurance funds set up and managed by the army, navy, or air force of the Union of India; 16 Association of Persons; and 27 Hindu Undivided Families through the Karta 42
Insurance funds set up and managed by the Department of Posts, the Union of India; 17 Any other incorporated and/ or unincorporated body of persons. 28
Systemically Important Non-Banking Financial Company registered with the RBI and having 18
a net-worth of more than ` 5,000 million as per the last audited financial statements;
National Investment Fund set up by resolution no. F.No. 2/3/2005-DDII dated November 19
23, 2005 of the Government of India published in the Gazette of India;
Mutual funds registered with SEBI. 20

ISSUE STRUCTURE
The terms of the Secured NCDs offered pursuant to the Issue are as follows:
Terms and conditions in connection with Secured I II III IV V VI
Secured NCDs****Options
Frequency of Interest Payment Annual Cumulative Annual Monthly Annual Monthly
Minimum Application ` 10,000 ` 10,000 ` 10,000 ` 10,000 ` 10,000 ` 10,000
(10 Secured NCDs) (10 Secured NCDs) (10 Secured NCDs) (10 Secured NCDs) (10 Secured NCDs) (10 Secured NCDs)
In multiples of thereafter ` 1,000 (1 NCD) ` 1,000 (1 NCD) ` 1,000 (1 NCD) ` 1,000 (1 NCD) ` 1,000 (1 NCD) ` 1,000 (1 NCD)
Face Value of Secured Secured NCDs (` / NCD) ` 1,000 ` 1,000 ` 1,000 ` 1,000 ` 1,000 ` 1,000
Issue Price (` / NCD) ` 1,000 ` 1,000 ` 1,000 ` 1,000 ` 1,000 ` 1,000
Tenor from Deemed Date of Allotment 38 months 38 months 60 months 60 months 120 months 120 months
Coupon Rate 9.25% N.A 9.50% 9.11% 9.75% 9.34%
Effective Yield (Per annum)***** 9.26% 9.24% 9.49% 9.49% 9.74% 9.74%
Mode of Interest Payment Through various options available
Redemption Amount (` / NCD)**** ` 1,000.00 ` 1323.39 ` 1,000.00 ` 1,000.00 ` 1,000.00 ` 1,000.00
Maturity Date (From Deemed Date of Allotment) 38 Months 38 Months 60 months 60 months 120 months 120 months
Nature of indebtedness Secured rated listed non-convertible debentures
**** Our Company shall allocate and allot Option III Secured NCDs wherein the Applicants have not indicated their choice of the relevant NCD Series
a. Basis of Allotment : For details, please refer to page no. 21 of the Abridged Prospectus.
b. For Grounds for Technical Rejection. Please refer to page no. 18 of the Abridged Prospectus.
c. 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 and Payment of Interest ” at page no 48 of the Tranche I Prospectus. For further information, please refer to section titled “Issue Related Information” on page 38 of the Tranche I Prospectus.
d. For further details please refer to the Tranche Prospectus dated May 16, 2018

TEAR HERE
 In case of queries related to allotment/ credit of Allotted Secured NCDs/Refund, the Applicants should Company contact details Registrar contact details
contact Registrar to the Issue. JM FINANCIAL CREDIT SOLUTIONS LIMITED Karvy Computershare Private Limited
 In case of ASBA Application submitted to the SCSBs, the Applicants should contact the relevant SCSB. Registered and Corporate Office: 7th Floor, Cnergy, Karvy Selenium Tower B, Plot 31- 32, Gachibowli,Financial District,
 In case of queries related to upload of ASBA Applications submitted to the Lead Managers/ Lead Brokers Appasaheb Marathe Marg Prabhadevi, Mumbai 400 025, Maharashtra, India Nanakaramguda, Hyderabad – 500 032
Tel: (+91 022) 6630 3030; Fax: (+91 022) 6630 3223; Tel: +91 40 6716 2222; Fax: +91 40 2343 1551
/ Sub-Brokers / Trading Members should contact the relevant Lead Managers/ Lead Brokers / Sub-Brokers Email: jmfs.ncd@karvy.com;
Website: www.jmfinancialcreditsolutions.com; Email: investorrelations.csl@jmfl.com;
/ Trading Members Corporate Identity Number: U74140MH1980PLC022644 Investor Grievance Email: einward.ris@karvy.com
 The grievances arising out of Applications for the Secured NCDs made through Trading Members may be Website: www.karisma.karvy.com; Contact Person: Mr. Murali Krishna
Company Secretary and Compliance Officer: Mr. Hemant Pandya Compliance Officer: Mr. Rakesh Santhalia
addressed directly to BSE Ltd. Email: hemant.pandya@jmfl.com SEBI Registration No.: INR000000221

2 JM FINANCIAL CREDIT SOLUTIONS 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 PAGES
Please 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 are advised to retain a copy of Prospectus/Abridged Prospectus for their future reference.

JM FINANCIAL CREDIT SOLUTIONS LIMITED


JM Financial Credit Solutions Limited (our "Company") was originally incorporated at Mumbai, Maharashtra on May 15, 1980, as a public limited company, under the provisions of the Companies Act, 1956 with registration
number 22644 of 1980, with the name "FICS Consultancy Services Limited". Our Company also received a certificate for commencement of business on May 24, 1980. Subsequently, by way of a fresh certificate of incorporation
dated March 04, 2015 issued by the Registrar of Companies, Mumbai, Maharashtra, our Company's name was changed to "JM Financial Credit Solutions Limited". Our Company has obtained a certificate of registration dated
August 27, 2003 bearing registration no. B-13.01681 issued by the Reserve Bank of India ("RBI") to carry on the activities of a non-banking financial company without accepting public deposits under Section 45 IA of the RBI
Act, 1934. Our Company is a Systemically Important Non-Deposit taking Non-Banking Financial Company (NBFC). For further details regarding changes to the name and registered office of our Company, see section titled
"History and Main Objects" on page 99 of the Shelf Prospectus.
Corporate Identity Number of our Company is U74140MH1980PLC022644
Registered and Corporate Office: 7th Floor, Cnergy, Appasaheb Marathe Marg Prabhadevi, Mumbai 400 025, Maharashtra, India
Tel: (+91 022) 6630 3030; Fax: (+91 022) 6630 3223; Website: www.jmfinancialcreditsolutions.com; Email: investorrelations.csl@jmfl.com
Company Secretary and Compliance Officer: Mr. Hemant Pandya; Tel: (+91 22) 6630 3030; Fax: (+91 22) 6630 3223; Email: hemant.pandya@jmfl.com
PUBLIC ISSUE BY JM FINANCIAL CREDIT SOLUTIONS LIMITED, ("COMPANY" OR THE "ISSUER") BY WAY OF THIS TRANCHE I ISSUE OF SECURED, RATED, LISTED, REDEEMABLE,
NON-CONVERTIBLE DEBENTURES OF FACE VALUE ` 1,000 EACH ("SECURED NCDS") WITH A BASE ISSUE SIZE OF ` 3,000 MILLION WITH AN OPTION TO RETAIN OVERSUBSCRIPTION
UPTO ` 4,500 MILLION AGGREGATING UPTO ` 7,500 MILLION (“TRANCHE I ISSUE”) WHICH IS WITHIN THE SHELF LIMIT OF ` 20,000 MILLION. THIS TRANCHE I ISSUE IS BEING MADE
PURSUANT TO THE TERMS AND CONDITIONS OF THIS TRANCHE PROSPECTUS (“TRANCHE I PROSPECTUS”), WHICH SHOULD BE READ TOGETHER WITH THE SHELF PROSPECTUS
DATED MAY 16, 2018 ("SHELF PROSPECTUS") FILED WITH THE REGISTRAR OF COMPANIES, MAHARASHTRA, MUMBAI ("ROC"), THE DESIGNATED STOCK EXCHANGE AND THE
SECURITIES AND EXCHANGE BOARD OF INDIA ("SEBI") UNDER THE PROVISIONS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES)
REGULATIONS, 2008 AS AMENDED (THE "SEBI DEBT REGULATIONS") AND THE COMPANIES ACT, 2013 AND RULES MADE THEREUNDER AS AMENDED TO THE EXTENT NOTIFIED.
TRANCHE I ISSUE IS A PART OF THE PUBLIC ISSUE BY THE ISSUER, OF SECURED, RATED, LISTED, REDEEMABLE, NON-CONVERTIBLE DEBENTURES OF FACE VALUE OF ` 1,000 EACH
AND UNSECURED, RATED, LISTED, REDEEMABLE, NON-COVERTIBLE DEBENTURES OF FACE VALUE OF `  1,000 EACH, ("NCDs") FOR AN AMOUNT AGGREGATING UPTO `  20,000
MILLION ("SHELF LIMIT"). THE SHELF PROSPECTUS AND THIS TRANCHE I PROSPECTUS CONSTITUTES THE PROSPECTUS (“PROSPECTUS”).
PROMOTER
Our Promoter is JM Financial Limited. For further details refer to the chapter “Our Promoter” on page 110 of the Shelf Prospectus.
GENERAL RISK
Investors are advised to read the Risk Factors carefully before taking an investment decision in the Issue. For taking an investment decision, the investors must rely on their own examination of
the Issuer and the Tranche I Issue including the risks involved. Specific attention of the investors is invited to the section titled "Risk Factors" on page 13 of the Shelf Prospectus and "Material
Developments" on page 131 of the Shelf Prospectus and on page 23 of the Tranche I Prospectus before making an investment in the Tranche I Issue. This document has not been and will not be
approved by any regulatory authority in India, including the Securities and Exchange Board of India ("SEBI"), the Reserve Bank of India ("RBI"), the Registrar of Companies at Maharashtra ("RoC")
or any stock exchange in India.
ISSUER’S ABSOLUTE RESPONSIBILITY
The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that the Tranche I Prospectus read together with the Shelf Prospectus for the Tranche I Issue contains all
information with regard to the Issuer and the Tranche I Issue, which is material in the context of the Tranche I Issue. The information contained in the Tranche I Prospectus read together with the
Shelf Prospectus for the Tranche I Issue is true and correct in all material respects and is not misleading in any material respect and that the opinions and intentions expressed herein are honestly held
and that there are no other facts, the omission of which makes the Tranche I Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any
material respect.
CREDIT RATING
The Secured NCDs proposed to be issued under this Tranche I Issue have been rated [ICRA] AA/Stable by ICRA for an amount of upto ` 20,000 million vide its letter dated April 27, 2018 and further
reaffirmed by letter dated May 11, 2018, and have been rated IND AA/Stable by India Ratings for an amount upto ` 20,000 million vide its letter dated April 27, 2018 which has been superseded
by letter dated May 10, 2018. The rating of the Secured NCDs by ICRA and India Ratings indicates high degree of safety regarding timely servicing of financial obligations. The rating provided
by ICRA and India Ratings may be suspended, withdrawn or revised at any time by the assigning rating agency and should be evaluated independently of any other rating. These ratings are not a
recommendation to buy, sell or hold securities and investors should take their own decisions. Please refer to Annexures A and B of this Tranche I Prospectus for rating letters and rationale for the
above ratings.
PUBLIC COMMENTS
The Draft Shelf Prospectus dated May 04, 2018 was filed with the BSE Limited (“BSE”) pursuant to the provisions of the SEBI Debt Regulations and was open for public comments for a period of 7
(seven) Working Days from the date of filing of the Draft Shelf Prospectus with the Designated Stock Exchange until 5:00 p.m. on May 11, 2018.
LISTING
The Secured NCDs offered through the Tranche I Prospectus are proposed to be listed on the BSE. For the purposes of the Issue, BSE shall be the Designated Stock Exchange. Our Company has
received an ‘in-principle’ approval from BSE vide their letter no. DCS/BM/PI-BOND/3/18-19 dated May 11, 2018.
COUPON RATE, COUPON PAYMENT FREQUENCY, MATURITY DATE, MATURITY AMOUNT & ELIGIBLE INVESTORS
For details relating to Coupon Rate, Coupon Payment Frequency, Maturity Date and Maturity Amount of the Secured NCDs, see section titled “General Terms of the Issue” starting on page 38 of the
Tranche I Prospectus. For details relating to eligible investors please see “The Issue” on page 24 of the Tranche I Prospectus.
ISSUE PROGRAMME*
ISSUE OPENS ON : MAY 28, 2018 ISSUE CLOSES ON : JUNE 20, 2018
*The Tranche I Issue shall remain open for subscription on Working Days from 10:00 a.m. to 5:00 p.m., during the period indicated above, except that the Tranche I Issue may close on such earlier date or
extended date as may be decided by the Board of Directors of our Company (“Board”) or the NCD Public Issue Committee. In the event of such an early closure of or extension subscription list of the Tranche
I Issue, our Company shall ensure that notice of such early closure or extension is given to the prospective investors through an advertisement in a reputed national daily newspaper with wide circulation on or
before such earlier date or extended date of closure. Applications Forms for the Tranche I 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, on Working
Days during the Issue Period. On the Issue Closing Date, Application Forms will be accepted only between 10:00 a.m. to 3:00 p.m. and uploaded until 5:00 p.m. (Indian Standard Time) or such extended time as
may be permitted by BSE.
**IDBI Trusteeship Services Limited under regulation 4(4) of the SEBI Debt Regulations has by its letter dated April 30, 2018 given its consent for its appointment as Debenture Trustee to the Issue and for its
name to be included in the Shelf Prospectus, the Tranche I Prospectus and in all the subsequent periodical communications sent to the holders of the Debentures issued pursuant to the Tranche I Issue.
***In compliance with the proviso to Regulation 21A(1) of the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992, as amended, read with proviso to Regulation 5(3) of the SEBI ICDR
Regulations, JM Financial Limited will be involved only in marketing of the Issue.
A copy of the Shelf Prospectus and this Tranche I Prospectus shall be filed with the Registrar of Companies, Maharashtra in Mumbai, 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 refer to the section titled “Material Contracts and Documents for Inspection” beginning on page 94 of the Tranche I Prospectus.

Please read the Risk Factors carefully. See section titled “Risk FactorS” on page no. 38 of this Abridged Prospectus

JM FINANCIAL CREDIT SOLUTIONS LIMITED 3


in the nature of FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

LEAD MANAGER TO THE ISSUE DEBENTURE TRUSTEE

IDBI Trusteeship Services Limited


A. K. CAPITAL SERVICES LIMITED Asian Building, Ground Floor
30-39, Free Press House, 3rd Floor, Free Press Journal Marg, 17 R, Kamani Marg, Ballard Estate, Mumbai 400 001
215, Nariman Point, Mumbai 400 021 Tel: (+91 22) 4080 7000
Tel: (91 22) 6754 6500 Fax: (91 22) 6631 1776
Fax: (91 22) 6610 0594 Email: itsl@idbitrustee.com
Email: jmfcsl2018@akgroup.co.in Investor Grievance Email: response@idbitrustee.com
Investor Grievance Email: investor.grievance@akgroup.co.in Website: www.idbitrustee.com
Website: www.akgroup.co.in Contact Person / Compliance Officer: Ms. Swapnali Hirlekar / Mr. Amit Mantri
Contact Person: Ms. Shilpa Pandey / Mr. Krish Sanghvi SEBI Registration No.: IND000000460
Compliance Officer: Mr. Tejas Davda;
SEBI Registration No.: INM000010411 Registrar TO THE Issue

Karvy Computershare Private Limited


JM Financial Limited* Karvy Selenium Tower B,
7th Floor, Cnergy, Appasaheb Marathe Marg, Prabhadevi, Mumbai – 400 025 Plot 31-32, Gachibowli Financial District
Tel: +91 22 6630 3030 Nanakramguda, Hyderabad 500 032
Fax: +91 22 6630 3220 Tel: (+91 40) 6716 2222
Email: jmfcslncd2018@jmfl.com Fax: (+91 40) 2343 1551
Investor Grievance Email: grievance.ibd@jmfl.com Email: jmfs.ncd@karvy.com
Website: www.jmfl.com Investor Grievance Email: einward.ris@karvy.com
Contact Person: Ms. Prachee Dhuri Website: www.karisma.karvy.com
Compliance Officer: Mr. Sunny Shah Contact Person: Mr. Murali Krishna
SEBI Registration No.: INM000010361 Compliance Officer: Mr. Rakesh Santhalia
*In compliance with the proviso to Regulation 21A(1) of the Securities and Exchange SEBI Registration No.: INR000000221
Board of India (Merchant Bankers) Regulations, 1992, as amended, read with proviso Karvy Computershare Private Limited has by its letter dated April 30, 2018 given its
to Regulation 5(3) of the SEBI ICDR Regulations, JMFL will be involved only in consent for its appointment as Registrar to the Issue and for its name to be included in
marketing of the Issue. the Shelf Prospectus and the Tranche I Prospectus and in all the subsequent periodical
communications sent to the holders of the Debentures issued pursuant to this Issue.
Applicants or prospective investors may contact the Registrar to the Issue or the
Company Secretary & Compliance Officer in case of any pre-Issue or post-Issue related
EDELWEISS FINANCIAL SERVICES LIMITED problems, such as non-receipt of Allotment Advice, demat credit or Refund Orders,
Edelweiss House, Off CST Road, Kalina, Mumbai 400 098 non-receipt of Debenture Certificates, transfers, or interest on application money etc.All
Tel: +91 22 4086 3535 grievances relating to the Tranche I Issue may be addressed to the Registrar to the Issue,
Fax: +91 22 4086 3610 giving full details such as name, Application Form number, address of the Applicant,
Email: Jmfcsl.ncd@edelweissfin.com number of NCDs applied for, amount paid on application,Depository Participant (“DP”)
Investor Grievance Email: customerservice.mb@edelweissfin.com and the collection centre of the relevant members of the Lead Managers, brokers and
Website: www.edelweissfin.com sub-brokers appointed in relation to the Issue (“Syndicate”) where the Application was
Contact Person: Mr. Lokesh Singhi / Mr. Mandeep Singh submitted.
Compliance Officer: Mr. B Renganathan
SEBI Registration No.: INM0000010650 All grievances relating to the ASBA process may be addressed to the Registrar to the
Issue with a copy to either(a) the relevant Designated Branch of the SCSB where the
Application Form was submitted by the ASBA Applicant, or (b) the concerned member
of the Syndicate and the relevant Designated Branch of the SCSB in the event of an
Application submitted by an ASBA Applicant at any of the Syndicate ASBA Centres,
TRUST INVESTMENT ADVISORS PRIVATE LIMITED giving full details such as name, address of Applicant, Application Form number,
109/110, Balarama, Bandra Kurla Complex number of NCDs applied for and amount blocked on Application.
Bandra (E), Mumbai - 400051 All grievances arising out of Application for the Secured NCDs mode through the online
Tel: (+91 22) 40845000 Stock Exchange Mechanism or through Trading Member of the Stock Exchanges may be
Fax: (+91 22) 40845007 addressed directly to the relevant Stock Exchange.
Email: mbd.trust@trustgroup.in
Investor Grievance Email: customercare@trustgroup.in
Website: www.trustgroup.in
Contact Person: Mr. Vikram Thirani
Compliance Officer: Mr. Ankur Jain
SEBI Registration No.: INM000011120

4 JM FINANCIAL CREDIT SOLUTIONS LIMITED


in the nature of FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

Lead Brokers to the Issue Integrated Enterprises (India) Private Limited


Address: 15, 1st Floor, Modern House,
A.K. Stockmart Private Limited Dr. V. B. Gandhi Marg, Fort, Mumbai 400 023
Address: 30-39, Free Press House, 3rd Floor, Contact Person: Mr. V. Krishnan
Free Press Journal Marg, 215, Telephone number: 022 4066 1800
Nariman Point, Mumbai 400 021, India Fascimile: 022 2287 4676
Contact Person: Mr. Ankit Gupta / Mr. Ranjit Dutta E-mail: krishnan@integratedindia.in
Telephone number: 022 6754 6500 Investor Grievance E-mail ID: sriram@integratedindia.in
Fascimile: 022-67544666 Website: www.integratedindia.in
E-mail: ankit@akgroup.co.in / ranjit.dutta@akgroup.co.in SEBI Registration Number: INZ000095737
Investor Grievance E-mail ID: investorgrievance@akgroup.co.in
SEBI Registration Number: NSE – INB231269532 / BSE – INB011269538 Karvy Stock Broking Limited
Address: “Karvy House”, 46, Avenue 4, Street No. 1,
Axis Capital Limited Banjara Hills, Hyderabad 500 034, India
Address: Axis House, Level 1, C-2, Contact Person: Mr. P.B. Ramapriyan
Wadia International Centre, P.B. Marg, Worli, Telephone number: 040 2331 2454
Mumbai – 400 025, India Fascimile: 040 3321 8029
Contact Person: Mr. Ajay Sheth / Mr. Vinayak Ketkar E-mail: ksbldist@karvy.com
Telephone number: 022 4325 3110 Investor Grievance E-mail ID: ksblredressal@karvy.com
Fascimile: 022 4325 3000 Website: www.karvy.com
E-mail: ajay.sheth@axiscap.in / vinayak.ketkar@axiscap.in SEBI Registration Number: NSE – INB230770138; BSE – INB010770130
Investor Grievance E-mail ID: N.A.
Website: www.axiscapital.co.in Tipsons Stock Brokers Private Limited
SEBI Registration Number: INM000012029 Address: Sheraton House, 5th Floor,
Opp. Ketav Petrol Pump, Polytechnic Road, Ambawadi,
Edelweiss Securities Limited Ahmedabad 380 015, India
Address: Edelweiss House, Off C.S.T. Road, Contact Person: Mr. Suman Bhagdev
Kalina, Mumbai 400 098, India Telephone number: 079 6682 8000 / 079 6682 8064 / 079 6682 8029 / 079 6682 8120
Contact Person: Mr. Amit Dalvi / Mr. Prakash Boricha Fascimile: 022 6682 8001
Telephone number: 022 6747 1341 / 022 – 6747 1342 E-mail: suman.bhagdev@tipsons.com
Fascimile: NA Investor Grievance E-mail ID: compliance@tipsons.com
E-mail: amit.dalvi@edelweissfin.com / Website: www.tipsons.com
prakash.boricha@edelweissfin.com SEBI Registration Number: NSE – INB 231428039; BSE – INB 011428035
Investor Grievance E-mail ID: helpdesk@edelweiss.in
Website: www.edelweissfin.com / www.edelweiss.in SMC Global Securities
SEBI Registration Number: INZ000166136 Address: 17, Netaji Subhash Marg,
Opp Golcha Cinema Dayaganj,
HDFC Securities Limited Delhi 110 002
Address: HDFC Securities Limited, Contact Person: Mr. Mahesh Gupta / Mr. Neeraj Khanna
I Think Techno Campus Building – B, Telephone number: +91 98186 20470 / +91 98100 59041
“Alpha”, Office Floor 8, Opp. Crompton Greaves, Fascimile: 011 2326 3297
Near Kanjurmarg Station, Kanjurmarg (East), E-mail: mkg@smcindiaonline.com / neerajkhanna@smcindiaonline.com
Mumbai 400 042, India Investor Grievance E-mail ID: neerajkhanna@smcindiaonline.com
Contact Person: Sampath Kumar Website: www.smctradeonline.com
Telephone number: 022 3075 3400 SEBI Registration Number: INB23/07714-31
Fascimile: 022 3075 3435
E-mail: customercare@hdfcsec.com ICICI Securities Limited
Investor Grievance E-mail ID: services@hdfcsec.com Address: ICICI Centre, H.T. Parekh Marg,
Website: www.hdfcsec.com Churchgate, Mumbai 400 020
SEBI Registration Number: INB/F/E231109431 (NSE); INB/F011109437 (BSE) Contact Person: Mr. Parin Savla
Telephone number: 022 2277 7626
IIFL Securities Limited Fascimile: N.A.
Address: 6th & 7th Floor, Ackruti Centre Point, E-mail: parin.salva@icicisecurities.com
Central Road, MIDC, Andheri (E), Investor Grievance E-mail ID: customercare@icicisecurities.com
Mumbai 400 093 Website: www.icicisecurities.com
Contact Person: Mr. Prasad Umarale SEBI Registration Number: INM000011179
Telephone number: 022 3929 4000 / 022 4103 5000
Fascimile: 022 2580 6654
E-mail: cs@indiainfoline.com
Investor Grievance E-mail ID: customergrievances@indainfoline.com
Website: www.indiainfoline.com
SEBI Registration Number: INZ000164132

JM FINANCIAL CREDIT SOLUTIONS LIMITED 5


in the nature of FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS
Trust Financial Consultancy Services Private Limited India Ratings and Research Private Limited
Address: 1101, Naman Centre, ‘G’ Block, C-31, Bandra Kurla Complex, Wockhardt Towers, 4th Floor
Bandra (E), Mumbai 400 051 Bandra Kurla Complex,
Contact Person: Mr. Pranav Inamdar Bandra East, Mumbai 4000051
Telephone number: 022 4084 5000 Telephone: (+91 22) 4000 1700
Fascimile: 022 4084 5007 Facsimile: (+91 22) 4000 1701
E-mail: pranav.inamdar@trustgroup.in Email: shrikant.dev@indiaratings.co.in
Investor Grievance E-mail ID: grievances@trustgroup.in Contact Person: Shrikant Dev, Compliance Officer
Website: www.trustgroup.in Website: www.indiaratings.co.in
SEBI Registration Number: NSE – INB231198731; BSE – INB011198737 SEBI Registration Number: IN/CRA/002/1999
Legal Advisor to the Issue
Trust Securities Services Private Limited
Address: 1101, Naman Centre, 'G' Block, C-31, Bandra Kurla Complex, Bandra (E), AZB & Partners
Mumbai 400 051 AZB House, Peninsula Corporate Park
Contact Person: Ms. Avani Dalal Ganpatrao Kadam Marg,
Telephone number: 022 4084 5000 Lower Parel, Mumbai 400 013
Fascimile: 022 4084 5007 Tel: (+91 22) 6639 6880
E-mail: avani.dalal@trustgroup.in Fax: (+91 22) 6639 6888
Investor Grievance E-mail ID: grievances@trustgroup.in ESCROW COLLECTION BANKS / BANKERS TO THE ISSUE
Website: www.trustgroup.in
SEBI Registration Number: BSE – INZ000158031 ICICI Bank
Company Secretary and Compliance Officer Capital Markets Division,
1st Floor, 122, Ministry Bhavan, Dinshaw Vachha Road,
Mr. Hemant Pandya Backbay Reclamation, Churchgate, Mumbai 400 020
7th Floor, Cnergy Contact Person: Ms. Shweta Surana
Appasaheb Marathe Marg, Prabhadevi Telephone number: 022 6681 8923 / 022 6681 8924 / 022 6681 8932
Mumbai, Maharashtra 400 025, India Fascimile: 022 2261 1138
Tel: (+91 22) 6630 3030 E-mail: shweta.surana@icicibank.com
Fax: (+91 22) 6630 3223 Website: www.icicibank.com
Email: hemant.pandya@jmfl.com SEBI Registration Number: INBI00000004
Chief Financial Officer of the Issuer
HDFC Bank
Mr. Gagan Kothari HDFC Bank Limited, FIG – OPS, Department – Lodha, I Think Techno Campus O-3
7th Floor, Cnergy Level, next to Kanjurmarg,
Appasaheb Marathe Marg Prabhadevi Railway Station, Kanjurmarg (East), Mumbai 400 042
Mumbai, Maharashtra 400 025, India Contact Person: Mr. Vincent Dsouza, Mr. Siddharth Jadhav, Mr. Prasanna Uchil
Tel: (+91 22) 6630 3030 Telephone number: 022 3075 2927 / 022 3075 2928 / 022 3075 2914
Fax: (+9122) 6630 3223 Fascimile: 022 2579 9801
Email: gagan.kothari@jmfl.com E-mail: vincent.dsouza@hdfcbank.com / siddharth.jadhav@hdfcbank.com / prasanna.
uchil@hdfcbank.com
STATUTORY AUDITORS Website: www.hdfcbank.com
Deloitte Haskins & Sells LLP SEBI Registration Number: INBI00000063
Indiabulls Finance Centre
Tower 3, 27th – 32nd Floor, Senapati Bapat Marg Axis Bank
Elphinstone Road (west), Mumbai 400 013 Address: Jeevan Prakash Bldg,
Tel: (+91 477) 6185 4000 Sir P M Road, Fort, Mumbai 400 001
Fax: (+91 477) 6185 4501 Contact Person: Mr-. Sudhir Raje
Credit Rating Agency Telephone number: 022 4086 7336 / 022 4086 7474
Fascimile: 022 4086 7327 / 022 4086 7378
ICRA Limited E-mail: fort.operationshead@axisbank.com
‘The Millenia’ Tower B, Unit No. 1004, 10th Floor Investor Grievance E-mail ID: iponfo.mum@axisbank.com /
Level 2 12-14, 1&2 fort.operationshead@axisbank.com
Murphy Road, Bengaluru 560 008Telephone: (+91) (080) 4332 6401 Website: www.axisbank.com
Facsimile: (+91) (080) 4332 6409 SEBI Registration Number: INBI00000017
Email: jayantac@icraindia.com
Contact Person: Jayanta Chatterjee
Website: www.icra.in
SEBI Registration Number: IN/CRA/008/2015

6 JM FINANCIAL CREDIT SOLUTIONS LIMITED


in the nature of FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

REFUND BANK DISCLAIMER


HDFC Bank Disclaimer in respect of Jurisdiction
HDFC Bank Limited, FIG – OPS, Department – Lodha, I Think Techno Campus O-3 Issue will be made in India TO INVESTORS AS SPECIFIED UNDER
Level, next to Kanjurmarg, SECTION “Who can apply” ON PAGE NO. 152 OF The SHELF Prospectus.
Railway Station, Kanjurmarg (East), The Issue shall be governed in accordance with the laws
Mumbai 400 042 of the Republic of India and shall be subject to the excusive
Contact Person: Mr. Vincent Dsouza, Mr. Siddharth Jadhav, Mr. Prasanna Uchil jurisdiction of the courts of Mumbai, Maharashtra. THE DRAFT
Telephone number: 022 3075 2927 / 022 3075 2928 / 022 3075 2914 Shelf PROSPECTUS AND THE SHELF PROSPECTUS WILL NOT, HOWEVER
Fascimile: 022 2579 9801 CONSTITUTE AN OFFER TO SELL OR AN INVITATION TO SUBSCRIBE FOR THE
E-mail: vincent.dsouza@hdfcbank.com / siddharth.jadhav@hdfcbank.com / prasanna. NCDs OFFERED HEREBY IN ANY JURISDICTION OTHER THAN INDIA TO ANY
uchil@hdfcbank.com PERSON TO WHOM IT IS UNLAWFUL TO MAKE AN OFFER OR INVITATION
Website: www.hdfcbank.com IN SUCH JURISDICTION. ANY PERSON INTO WHOSE POSSESSION THE
SEBI Registration Number: INBI00000063 Draft Shelf Prospectus AND THE SHELF PROSPECTUS COMES IS
SELF CERTIFIED SYNDICATE BANKS REQUIRED TO INFORM HIMSELF OR HERSELF ABOUT, AND TO OBSERVE,
ANY SUCH RESTRICTIONS. Such persons shall refer to the specific
The banks which are registered with SEBI under Securities and Exchange Board of disclaimer as displayed on the website of the Company and the
India (Bankers to an Issue) Regulations, 1994 and offer services in relation to ASBA, Lead Managers to the Issue in this regard.
including blocking of an ASBA Account, a list ofwhich is available on http://www.sebi.
gov.in or at such other website as may be prescribed by SEBI from time to time. For details pertaining to eligible investors please refer to section titled “Issue Related
Information” on page no. 38 of the Tranch 1 Prospectus.
TABLE OF CONTENTS Page no
OBJECTS OF THE ISSUE 8
ISSUE PROCEDURE 9
INSTRUCTIONS FOR FILING-UP THE APPLICATION FORM 13
PAYMENT INSTRUCTIONS 16
REJECTION OF APPLICATIONS 17
TERMS OF THE ISUE 19
PAYMENT OF REFUNDS 22
INTEREST 23
OTHER INSTRUCTIONS 29
HISTORY AND MAIN OBJECTS 32
CAPITAL STRUCTURE 32
OUR PROMOTER 32
Our MANAGEMENT 32
GROUP COMPANIES/SUBSIDIARIES 33
LONG TERM DEBT TO EQUITY RATIO 33
FINANCIAL HIGHLIGHTS OF THE COMPANY 33
LEGAL AND OTHER INFORMATION 34
MATERIAL DEVELOPMENTS 34
OTHER REGULATORY AND STATUTORY DISCLOSURES 34
RISK FACTORS 36
MATERIAL CONTRACTS AND DOCUMENTS FOR 39
INSPECTION
Declaration 39
CENTERS FOR AVAILABILITY AND ACCEPTANCE OF 41
APPLICATION FORMS
LIST OF SELF CERTIFICED SYNDICATE BANKS (SCSBS) 47
UNDER THE ASBA PROCESS

JM FINANCIAL CREDIT SOLUTIONS LIMITED 7


in the nature of FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

OBJECTS OF THE ISSUE Issue Related Expenses


The expenses for the Tranche I Issue include, inter alia, lead
Our Company proposes to utilise the funds which are being raised management fees and selling commission to the lead managers,
through the Tranche I Issue, after deducting the Tranche I Issue lead-brokers, fees payable to debenture trustees, underwriters,
related expenses to the extent payable by our Company (“Net the Registrar to the Issue, SCSBs’ commission/ fees, printing and
Proceeds”), towards funding the following objects (collectively, distribution expenses, legal fees, advertisement expenses and listing
referred to herein as the “Objects”): fees. The Tranche I Issue expenses and listing fees will be paid by
Issue proceeds our Company.
Public issue by the Company of Secured NCDs of face value ` 1,000 The estimated breakdown of the total expenses for the Tranche I
each and Unsecured NCDs of face value ` 1,000 each (“NCDs”), for Issue is as follows*:
an amount aggregating upto ` 20,000 million (“Shelf Limit”).
The Tranche Issue is for the issue of Secured NCDs with a base issue Activity Expenses
size of ` 3,000 million and option to retain oversubscription upto (in ` million)
` 4,500 millionaggregating up to ` 7,500 million which is within the Fees to intermediaries (Lead Management Fee, brokerage, rating 154.8
Shelf Limit (“Tranche I Issue”). The Tranche I Issue is being made agency, registrar, legal advisors, Debenture Trustees etc.)
pursuant to the terms and conditions of the Tranche I Prospectus, Advertising and Marketing Expenses 30.7
which should be read together with the Shelf Prospectus dated Printing and Stationery 2.5
May 16, 2018 filed with the Registrar of Companies, Maharashtra, the
Designated Stock Exchange and the Securities and Exchange Board Total 188.0
of India (“SEBI”) under the provisions of SEBI Debt Regulations, *Assuming the Tranche I Issue is fully subscribed and our Company
the Companies Act, 2013 and rules made thereunder as amended to retains oversubscription.
the extent notified. The above expenses are indicative and are subject to change
The details of the proceeds of the Issue are summarized below: depending on the actual level of subscription to the Tranche I Issue
and the number of Allottees, market conditions and other relevant
Particulars Estimated amount factors.
(in ` million) Our Company shall pay processing fees to the SCSBs for ASBA
Gross proceeds of the Tranche I Issue* 7,500.0 forms procured by Lead Managers/ Lead Brokers/ Sub-Brokers /
Less: - Tranche I Issue related expenses** 188.0 Brokers /Trading Members and submitted to the SCSBs for blocking
the Application Amount of the applicant, at the rate of ` 15 per
Net Proceeds 7,312.0 Application Form procured (plus service tax and other applicable
*Assuming the Tranche I Issue is fully subscribed and our Company taxes). However, it is clarified that in case of ASBA Application
retains oversubscription. Forms procured directly by the SCSBs, the relevant SCSBs shall not
** The above expenses are indicative and are subject to change be entitled to any ASBA Processing Fee.
depending on the actual level of subscription to the Tranche I Issue Purpose for which there is a requirement of funds
and the number of Allottees, market conditions and other relevant
factors. As stated in this section.
The following table details the objects of the Tranche I Issue and the Funding plan
amount proposed to be financed from the Net Proceeds: NA
Summary of the project appraisal report
S. No. Objects of the Tranche I Issue Percentage of amount proposed
to be financed from Net Proceeds NA
1 For the purpose of onward lending, At least 75% Schedule of implementation of the project
financing, and for repayment / NA
prepayment of interest and principal Monitoring of utilisation of funds
of existing borrowings of the
Company# There is no requirement for appointment of a monitoring agency in
terms of the SEBI Debt Regulations. The Audit Committee of our
2 General Corporate Purposes* Maximum of up to 25% Company shall monitor the utilisation of the proceeds of the Tranche
Total 100% I Issue. Our Company will disclose in the Company’s financial
#
Our Company shall not utilize the proceeds of the Tranche I Issue statements for the relevant financial year commencing from Financial
towards payment of prepayment penalty, if any. Year 2019, the utilisation of the proceeds of the Tranche I Issue
*
The Net Proceeds will be first utilized towards the Objects mentioned under a separate head along with details, if any, in relation to all such
above.The balance is proposed to be utilized for general corporate proceeds of the Tranche I Issue that have not been utilised thereby
purposes, subject to such utilization not exceeding 25% of the also indicating investments, if any, of such unutilised proceeds of the
amount raised in the Tranche I Issue, in compliance with the SEBI Tranche I Issue.
Debt Regulations. Interim use of proceeds
The main objects clause of the Memorandum of Association of our The management of the Company will have flexibility in deploying
Company permits our Company to undertake its existing activities the proceeds received from the Tranche I Issue. Pending utilisation
as well as the activities for which the funds are being raised through of the proceeds out of the Tranche I Issue for the purposes described
the Tranche I Issue. above, the Company intends to temporarily invest funds in high
quality interest bearing liquid instruments including money market

8 JM FINANCIAL CREDIT SOLUTIONS LIMITED


in the nature of FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS
mutual funds, deposits with banks or temporarily deploy the funds in subscription and receipt of listing and trading approval from
investment grade interest bearing securities as may be approved by Stock Exchange;
the Board / Committee of Directors of the Company, as the case may e) The Tranche I Issue proceeds shall not be utilized towards full
be. Such investment would be in accordance with the investment or part consideration for the purchase or any other acquisition,
policy of our Company approved by the Board or any committee inter alia by way of a lease, of any immovable property; and
thereof from time to time.
f) Details of all utilized and unutilized monies out of the monies
Other confirmations collected in the previous issue made by way of public offer shall
In accordance with the SEBI Debt Regulations, our Company will not be disclosed and continued to be disclosed in the balance sheet
utilise the proceeds of the Issue for providing loans to or acquisition till the time any part of the proceeds of such previous issue
of shares of any person who is a part of the same group as our remains unutilized indicating the purpose for which such monies
Company or who is under the same management as our Company. have been utilized and the securities or other forms of financial
The Tranche I Issue proceeds shall not be utilised towards full or part assets in which such unutilized monies have been invested.
consideration for the purchase or any other acquisition, inter alia by
way of a lease, of any immovable property. ISSUE PROCEDURE
No part of the proceeds from the Tranche I Issue will be paid by PROCEDURE FOR APPLICATION
us as consideration to our Promoter, our Directors, Key Managerial How to apply?
Personnel, or companies promoted by our Promoter except in Availability of Draft Shelf Prospectus, the Shelf Prospectus, the
ordinary course of business. Tranche I Prospectus, Abridged Prospectus and Application
No part of the proceeds from the Tranche I Issue will be utilized for Forms
buying, trading or otherwise dealing in equity shares of any other Please note that there is a single Application Form for ASBA
listed company. Applicants as well as non-ASBA Applicants who are persons
Further the Company undertakes that the Tranche I Issue proceeds resident in India.
from Secured NCDs allotted to banks shall not be used for any Copies of the abridged Prospectus containing the salient features
purpose, which may be in contravention of the RBI guidelines on of the Draft Shelf Prospectus, the Shelf Prospectus together with
bank financing to NBFCs including those relating to classification as Application Forms cum Abridged Prospectus and copies of the
capital market exposure or any other sectors that are prohibited under Tranche I Prospectus may be obtained from our Registered Office, the
the RBI regulations. Lead Managers, the Registrar, the Lead Brokers and the Designated
The Company confirms that it will not use the proceeds of the Branches of the SCSBs. Additionally, the Shelf Prospectus, the
Tranche I Issue for the purchase of any business or in the purchase Tranche I Prospectus and the Application Forms will be available
of any interest in any business whereby the Company shall become
entitled to the capital or profit or losses or both in such business (i) for download on the website of BSE at www.bseindia.com, and
exceeding 50% thereof, the acquisition of any immovable property the website of the Lead Managers at www.akgroup.co.in,www.
or acquisition of securities of any other body corporate. jmfl.com, www.edelweissfin.com and www.trustgroup.in.
Variation in terms of contract or objects (ii) at the designated branches of the SCSB and the Members of the
Syndicate at the Syndicate ASBA Application Locations.
The Company shall not, in terms of Section 27 of the Companies
Act, 2013, at any time, vary the terms of the objects for which the Electronic Application Forms will also be available on the website of
Tranche 1 Prospectus is issued, except as may be prescribed under the Stock Exchange. A unique application number (“UAN”) will be
the applicable laws and under Section 27 of the Companies Act, generated for every Application Form downloaded from the websites
2013. of the Stock Exchange. A hyperlink to the website of the Stock
Exchange for this facility will be provided on the website of the Lead
Benefit / interest accruing to Promoter/Directors out of the Managers and the SCSBs. Further, Application Forms will also be
object of the Issue provided to Trading Members at their request.
Neither the Promoter nor the Directors of our Company are interested Who can apply?
in the Objects of this Issue except to the extent of fees required to be
paid to JMFL in their capacity as a Lead Manager. The following categories of persons are eligible to apply in the
Tranche I Issue.
Utilisation of Issue Proceeds
Category I
a) All monies received pursuant to the issue of Secured NCDs to
public shall be transferred to a separate bank account other than • Public financial institutions, scheduled commercial banks, and
the bank account referred to in sub-section (3) of section 40 of Indian multilateral and bilateral development financial institutions
the Companies Act, 2013; which are authorised to invest in the NCDs;
b) Details of all monies utilised out of Tranche I Issue referred to • Provident funds and pension funds with a minimum corpus of `
in sub-item (a) shall be disclosed under an appropriate separate 250 million, superannuation funds and gratuity funds, which are
head in our Balance Sheet indicating the purpose for which such authorised to invest in the NCDs;
monies had been utilised; • Alternative Investment Funds, subject to investment conditions
c) Details of all unutilised monies out of issue of Secured NCDs, applicable to them under the Securities and Exchange Board of
if any, referred to in sub-item (a) shall be disclosed under an India (Alternative Investment Funds) Regulations, 2012;
appropriate separate head in our Balance Sheet indicating the • Resident Venture Capital Funds registered with SEBI;
form in which such unutilised monies have been invested; • Insurance companies registered with the IRDA;
d) We shall utilize the Tranche I Issue proceeds only upon execution • State industrial development corporations;
of the Debenture Trust Deed, on receipt of the minimum

JM FINANCIAL CREDIT SOLUTIONS LIMITED 9


in the nature of FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS
• Insurance funds set up and managed by the army, navy, or air force Issue.
of the Union of India; The Lead Managers and their respective associates and affiliates are
• Insurance funds set up and managed by the Department of Posts, permitted to subscribe in the Tranche Issue.
the Union of India; The information below is given for the benefit of Applicants. Our
• Systemically Important Non-Banking Financial Company Company and the Lead Managers are not liable for any amendment
registered with the RBI and having a net-worth of more than ` or modification or changes in applicable laws or regulations, which
5,000 million as per the last audited financial statements may occur after the date of the Tranche I Prospectus.
• National Investment Fund set up by resolution no. F.No. 2/3/2005- Methods of Application
DDII dated November 23, 2005 of the Government of India An eligible investor desirous of applying in the Tranche I Issue can
published in the Gazette of India; and make Applications by one of the following methods:
• Mutual funds registered with SEBI. 1. Applications through the ASBA process; and
Category II 2. Non-ASBA Applications.
• Companies within the meaning of section 2(20) of the Companies Applicants are requested to note that in terms of the Debt Application
Act, 2013; statutory bodies/ corporations and societies registered Circular, SEBI has mandated issuers to provide, through a
under the applicable laws in India and authorised to invest in the recognized stock exchange which offers such a facility, an online
NCDs; interface enabling direct application by investors to a public issue
• Co-operative banks and regional rural banks; of debt securities with an online payment facility (“Direct Online
• Trusts including Public/private charitable/religious trusts which Application Mechanism”). In this regard, SEBI has, through the
are authorised to invest in the NCDs; Debt Application Circular, directed recognized stock exchanges
in India to put in necessary systems and infrastructure for the
• Scientific and/or industrial research organisations, which are implementation of the Debt Application Circular and the Direct
authorised to invest in the NCDs; Online Application Mechanism infrastructure for the implementation
• Partnership firms in the name of the partners; and of the Debt Application Circular and the Direct Online Application
• Limited liability partnerships formed and registered under the Mechanism. Please note that the Applicants will not have the option
provisions of the Limited Liability Partnership Act, 2008 (No. 6 of to apply for NCDs under the Tranche I Issue, through the direct
2009). online applications mechanism of the Stock Exchange. Please note
• Association of Persons; and that clarifications and/or confirmations regarding the implementation
of the requisite infrastructure and facilities in relation to direct
• Any other incorporated and/ or unincorporated body of persons online applications and online payment facility have been sought
Category III from the Stock Exchange and the Stock Exchange has confirmed
• High Net-worth Individual Investors (“HNIs”) - Resident Indian that the necessary infrastructure and facilities for the same have not
individuals and Hindu Undivided Families through the Karta been implemented by the Stock Exchange. Hence, the Direct Online
applying for an amount aggregating to above INR 1,000,000 Application facility will not be available for the Tranche I Issue.
across all options of NCDs in the Issue Applications through the ASBA process
Category IV Applicants can submit their Applications through the ASBA process
• Retail Individual Investors - Resident Indian individuals and by submitting the Application Forms in physical mode to the SCSB
Hindu Undivided Families through the Karta applying for an with whom the ASBA Account is maintained or through the Members
amount aggregating up to and including INR 1,000,000 across all of the Syndicate or Trading Members (ASBA Applications through the
options of NCDs in the Issue. Members of the Syndicate and Trading Members shall hereinafter be
referred to as the “Syndicate ASBA”), prior to or on the Issue Closing
Participation of any of the aforementioned categories of persons Date. ASBA Applications through the Members of the Syndicate
or entities is subject to the applicable statutory and/or regulatory and Trading Members is permitted only at the Syndicate ASBA
requirements in connection with the subscription to Indian securities Application Locations (Mumbai, Chennai, Kolkata, Delhi,
by such categories of persons or entities. Ahmedabad, Rajkot, Jaipur, Bangalore, Hyderabad, Pune,
All categories of persons who are individuals or natural persons Vadodara and Surat). Kindly note that Application Forms submitted
(including Hindu Undivided Families acting through their Karta) by ASBA Applicants to Members of the Syndicate and the Trading
including without limitation HNIs and Retail Individual Investors Members at the Syndicate ASBA Application Locations will not be
who are eligible under applicable laws to hold the NCDs are accepted if the SCSB with which the ASBA Account, as specified
collectively referred to as “Individuals”. All categories of entities, in the Application Form is maintained has not named at least one
associations, organizations, societies, trusts, funds, partnership branch at that location for the Member of the Syndicate or the Trading
firms, Limited Liability Partnerships, bodies corporate, statutory Members to deposit the Application Form (A list of such branches
and/or regulatory bodies and authorities and other forms of legal is available at http://www.sebi.gov.in). The Members of Syndicate
entities who are NOT individuals or natural persons and are eligible and Trading Members shall accept ASBA Applications only at the
under applicable laws to hold the Secured NCDs including without Syndicate ASBA Application Locations and should ensure that they
limitation Institutional Investors and Non Institutional Investors are verify the details about the ASBA Account and relevant SCSB prior
collectively referred to as “Non Individuals”. to accepting the Application Form.
Applicants are advised to ensure that they have obtained the Trading Members shall, upon receipt of physical Application Forms
necessary statutory and/or regulatory permissions/consents/ from ASBA Applicants, upload the details of these Application
approvals in connection with applying for, subscribing to, or Forms to the online platform of the Stock Exchange and submit these
seeking allotment of Secured NCDs pursuant to the Tranche I Application Forms with the SCSB with whom the relevant ASBA

10 JM FINANCIAL CREDIT SOLUTIONS LIMITED


in the nature of FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS
Accounts are maintained in accordance with the Debt Application Contract Act, 1872 including minors applying through guardians, at
Circular. the time of acceptance of the Application Forms.
An ASBA Applicant shall submit the Application Form, which To supplement the foregoing, the mode and manner of Application
shall be stamped at the relevant Designated Branch of the SCSB. and submission of Application Forms is illustrated in the following
Application Forms in physical mode, which shall be stamped, can chart.
also be submitted to be Members of the Syndicate and the Trading
Members at the Syndicate ASBA Application Locations. The SCSB Mode of Application To whom the Application Form has to be submitted
shall block an amount in the ASBA Account equal to the Application ASBA Applications i. to the Members of the Syndicate only at the
Amount specified in the Application Form. Syndicate ASBA Application Locations; or
Our Company, our directors, affiliates, associates and their respective ii. to the Designated Branches of the SCSBs
directors and officers, Lead Managers and the Registrar shall not where the ASBA Account is maintained; or
take any responsibility for acts, mistakes, errors, omissions and iii. to Trading Members only at the Syndicate
commissions etc. in relation to ASBA Applications accepted by ASBA Application Locations.
SCSBs and Trading Members, Applications uploaded by SCSBs, Non- ASBA Applications i. to the Members of the Syndicate; or
Applications accepted but not uploaded by SCSBs or Applications ii. to Trading Members.
accepted and uploaded without blocking funds in the ASBA Accounts. Application Size
It shall be presumed that for Applications uploaded by SCSBs, the
Application Amount has been blocked in the relevant ASBA Account. Each application should be for a minimum of 10 Secured NCDs and
Further, all grievances against Trading Members in relation to the multiples of 1 Secured NCD thereafter (for all options of Secured
Tranche I Issue should be made by Applicants directly to the Stock NCDs, namely Option I, Option II, Option III, Option IV, Option V,
Exchange. Option VI either taken individually or collectively). The minimum
application size for each application for Secured NCDs would be
(i) Non- ASBA Applications for Allotment of the NCDs in ` 10,000 and in multiples of ` 1,000 thereafter.
dematerialised form
Applicants may submit duly filled in Application Forms either in APPLICATIONS BY VARIOUS APPLICANT CATEGORIES
physical or downloaded Application Forms to the Members of the Applications by Mutual Funds
Syndicate or the Trading Members accompanied by account payee Pursuant to the SEBI circular SEBI/HO/IMD/DF2/CIR/P/2016/68
cheques/ demand drafts prior to or on the Issue Closing Date. The dated August 10, 2016 (“SEBI Circular 2016”), mutual funds are
Members of the Syndicate and Trading Members shall, upload the required to ensure that the total exposure of debt schemes of mutual
non-ASBA Application on the online platforms of the Stock Exchange funds in a particular sector shall not exceed 25.0% of the net assets
from 10:00 a.m. to 5:00 p.m. during the Issue Period, following which value of the scheme. Further, the additional exposure limit provided
they shall acknowledge the uploading of the Application Form for financial services sector towards HFCs is 10.0% of net assets
by stamping the acknowledgment slip with the date and time and value and single issuer limit is 10.0% of net assets value (extendable
returning it to the Applicant. This acknowledgment slip shall serve as to 12% of net assets value, after trustee approval). Provided further
the duplicate of the Application Form for the records of the Applicant that the additional exposure to such securities issued by HFCs are
and the Applicant should preserve this and should provide the same rated AA and above and these HFCs are registered with National
for any grievances relating to their Applications. Housing Bank (NHB) and the total investment/ exposure in HFCs
Upon uploading the Application on the online platform of the Stock shall not exceed 25% of the net assets of the scheme.
Exchange, the Members of the Syndicate and Trading Members A separate Application can be made in respect of each scheme of
will submit the Application Forms, along with the relevant payment an Indian mutual fund registered with SEBI and such Applications
instruments (cheques or demand drafts) to the Escrow Collection shall not be treated as multiple Applications. Applications made by
Banks, which will realise the payment instrument, and send the the AMCs or custodians of a Mutual Fund shall clearly indicate the
Application details to the Registrar. The Members of the Syndicate/ name of the concerned scheme for which the Application is being
Trading Members are requested to note that all Applicants are required made. An Application Form by a mutual fund registered with SEBI
to be banked with only the designated branches of Escrow Collection
Banks, as mentioned in the Application Form. The Registrar shall for Allotment of the NCDs must be also accompanied by certified
match the Application details as received from the online platform true copies of (i) its SEBI registration certificates (ii) the trust deed in
of the Stock Exchange with the Application Amount details received respect of such mutual fund (ii) a resolution authorising investment
from the Escrow Collection Banks for reconciliation of funds received and containing operating instructions and (iii) specimen signatures of
from the Escrow Collection Banks. In case of discrepancies between authorized signatories. Failing this, our Company reserves the right
the two data bases, the details received from the online platform of to accept or reject any Application from a Mutual Fund for Allotment
the Stock Exchange will prevail. Upon Allotment, the Registrar will of the NCDs in whole or in part, in either case, without assigning any
credit the NCDs in the demat accounts of the successful Applicants as reason therefor.
mentioned in the Application Form. Application by Scheduled Commercial Banks, Co-operative
Please note that neither our Company, nor the Members of the Banks and RRBs
Syndicate, nor the Registrar to the Tranche I Issue shall be responsible Scheduled Commercial Banks, Co-operative Banks and RRBs can
for redressal of any grievances that Applicants may have in regard to apply in the Tranche I Issue based upon their own investment limits
the non-ASBA Applications made to the Trading Members, including, and approvals. Applications by them for Allotment of the NCDs must
without limitation, relating to non-upload of the Applications data. be accompanied by certified true copies of (i) a board resolution
All grievances against Trading Members in relation to the Tranche I authorising investments; and (ii) a letter of authorisation. Failing this,
Issue should be made by Applicants to the relevant Stock Exchange. our Company reserves the right to accept or reject any Application
Members of the Syndicate or Trading Members are also required to for Allotment of the NCDs in whole or in part, in either case, without
ensure that the Applicants are competent to contract under the Indian assigning any reason therefor.

JM FINANCIAL CREDIT SOLUTIONS LIMITED 11


in the nature of FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS
Pursuant to SEBI Circular no. CIR/CFD/DIL/1/2013 dated in whole or in part, in either case, without assigning any reason
January 2, 2013, SCSBs making applications on their own therefor.
account using ASBA facility, should have a separate account in Applications by Public Financial Institutions or statutory
their own name with any other SEBI registered SCSB. Further, corporations, which are authorized to invest in the NCDs
such account shall be used solely for the purpose of making The Application must be accompanied by certified true copies of:
application in public issues and clear demarcated funds should (i) Any Act/ Rules under which they are incorporated; (ii) Board
be available in such account for ASBA applications Resolution authorising investments; and (iii) Specimen signature of
Application by Non-banking financial companies authorized person. Failing this, our Company reserves the right to
Non-banking financial companies can apply in the Tranche I Issue accept or reject any Applications in whole or in part, in
based upon their own investment limits and approvals.  Applications either case, without assigning any reason therefor.
by them for Allotment of the Secured NCDs must be accompanied Applications made by companies, bodies corporate and societies
by certified true copies of (i) their memorandum and articles of registered under the applicable laws in India
association/charter of constitution; (ii) power of attorney; (iii) a board
resolution authorising investments; and (ii) specimen signatures of The Application must be accompanied by certified true copies of:
authorised signatories. Failing this, our Company reserves the right to (i) Any Act/ Rules under which they are incorporated; (ii) Board
accept or reject any Application for Allotment of the Secured NCDs in Resolution authorising investments; and (iii) Specimen signature of
whole or in part, in either case, without assigning any reason therefor. authorized person. Failing this, our Company reserves the right
to accept or reject any Applications in whole or in part, in either
Application by Insurance Companies case, without assigning any reason therefor.
In case of Applications for Allotment of the NCDs made by an Indian scientific and/ or industrial research organizations, which
Insurance Company, a certified copy of its certificate of registration are authorized to invest in the NCDs
issued by IRDA must be lodged along with Application Form. The Applications by scientific and/ or industrial research organisations
Applications must be accompanied by certified copies of (i) its which are authorised to invest in the NCDs must be accompanied by
Memorandum and Articles of Association; (ii) a power of attorney certified true copies of: (i) any Act/rules under which such Applicant
(iii) a resolution authorising investment and containing operating is incorporated; (ii) a resolution of the board of directors of such
instructions; and (iv) specimen signatures of authorized signatories. Applicant authorising investments; and (iii) specimen signature of
Failing this, our Company reserves the right to accept or reject any authorized persons of such Applicant. Failing this, our Company
Application for Allotment of the NCDs in whole or in part, in either reserves the right to accept or reject any Applications for Allotment
case, without assigning any reason therefor. of the NCDs in whole or in part, in either case, without assigning any
Applications by Alternative Investments Funds reason therefor.
Applications made by ‘alternative investment funds’ eligible to Partnership firms formed under applicable Indian laws in the
invest in accordance with the Securities and Exchange Board of name of the partners and Limited Liability Partnerships formed
India (Alternative Investment Fund) Regulations, 2012, as amended and registered under the provisions of the Limited Liability
(the “SEBI AIF Regulations”) for Allotment of the Secured NCDs Partnership Act, 2008
must be accompanied by certified true copies of (i) SEBI registration Applications made by partnership firms and limited liability
certificate; (ii) a resolution authorising investment and containing partnerships formed and registered under the Limited Liability
operating instructions; and (iii) specimen signatures of authorised Partnership Act, 2008 must be accompanied by certified true copies
persons. The Alternative Investment Funds shall at all times of: (i) the partnership deed for such Applicants; (ii) any documents
comply with the requirements applicable to it under the SEBI AIF evidencing registration of such Applicant thereof under applicable
Regulations and the relevant notifications issued by SEBI. statutory/regulatory requirements; (iii)  a resolution authorizing the
Failing this, our Company reserves the right to accept or reject investment and containing operating instructions; and (iv) specimen
any Application in whole or in part, in either case, without signature of authorized persons of such Applicant. Failing this, our
assigning any reason therefor. Company reserves the right to accept or reject any Applications
for Allotment of the NCDs in whole or in part, in either case,
Applications by Trusts without assigning any reason therefor.
In case of Applications made by trusts, settled under the Indian Trusts Applications under a power of attorney by limited companies,
Act, 1882, as amended, or any other statutory and/or regulatory corporate bodies and registered societies
provision governing the settlement of trusts in India, must submit
a (i) certified copy of the registered instrument for creation of such In case of Applications made pursuant to a power of attorney by
trust, (ii) Power of Attorney, if any, in favour of one or more trustees Applicants from Category I, a certified copy of the power of attorney
thereof, (iii) such other documents evidencing registration thereof or the relevant resolution or authority, as the case may be, along with
under applicable statutory/regulatory requirements. Further, any a certified copy of the memorandum of association and articles of
trusts applying for NCDs pursuant to the Tranche I Issue must ensure association and/or bye laws must be lodged along with the Application
that (a) they are authorized under applicable statutory/regulatory Form. Failing this, our Company reserves the right to accept or
requirements and their constitution instrument to hold and invest in reject any Application in whole or in part, in either case, without
debentures, (b) they have obtained all necessary approvals, consents assigning any reason therefor.
or other authorisations, which may be required under applicable In case of Applications made pursuant to a power of attorney by
statutory and/or regulatory requirements to invest in debentures, Applicants from Category II and Category III, a certified copy of the
and (c) Applications made by them do not exceed the investment power of attorney must be lodged along with the Application Form.
limits or maximum number of NCDs that can be held by them under In case of physical ASBA Applications made pursuant to a power of
applicable statutory and or regulatory provisions. Failing this, our attorney, a certified copy of the power of attorney must be lodged
Company reserves the right to accept or reject any Applications along with the Application Form. Failing this, our Company, in

12 JM FINANCIAL CREDIT SOLUTIONS LIMITED


in the nature of FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS
consultation with the Lead Managers, reserves the right to reject LETTERS in ENGLISH and in accordance with the instructions
such Applications. contained in the Shelf Prospectus, the Tranche I Prospectus and
Our Company, in its absolute discretion, reserves the right to the Application Form. Incomplete Application Forms are liable
relax the above condition of attaching the power of attorney to be rejected. Applicants should note that the Members of the
along with the Application Forms subject to such terms and Syndicate, or the Trading Members, as appropriate, will not
conditions that our Company and the Lead Managers may deem be liable for errors in data entry due to incomplete or illegible
fit. Application Forms.
Applications by provident funds, pension funds, superannuation (c) Applications are required to be for a minimum of such NCDs
funds and gratuity funds which are authorized to invest in the and in multiples of one NCD thereafter as specified in the
NCDs Tranche I Prospectus.
Applications by provident funds, pension funds, superannuation funds (d) Thumb impressions and signatures other than in the languages
and gratuity funds which are authorised to invest in the NCDs, for specified in the Eighth Schedule in the Constitution of India
Allotment of the NCDs must be accompanied by certified true copies must be attested by a Magistrate or a Notary Public or a Special
of: (i) any Act/rules under which they are incorporated; (ii) a power Executive Magistrate under official seal.
of attorney, if any, in favour of one or more trustees thereof, (ii) a (e) Applications should be in single or joint names and not
board resolution authorising investments; (iii) such other documents exceeding three names, and in the same order as their Depository
evidencing registration thereof under applicable statutory/regulatory Participant details and Applications should be made by Karta in
requirements; (iv) specimen signature of authorized person; (v) a case the Applicant is an HUF. Applicants are required to ensure
certified copy of the registered instrument for creation of such fund/ that the PAN Details of the HUF are mentioned and not those of
trust; and (vi) any tax exemption certificate issued by Income Tax the Karta.
authorities. Failing this, our Company reserves the right to accept
or reject any Applications for Allotment of the NCDs in whole or (f) Applicants applying for Allotment must provide details of valid
in part, in either case, without assigning any reason therefor. and active DP ID, Client ID and PAN clearly and without error.
On the basis of such Applicant’s active DP ID, Client ID and
Applications by National Investment Funds set up by resolution PAN provided in the Application Form, and as entered into
no. F.No. 2/3/2005-DDII dated November 23, 2005 of the the electronic Application system of the Stock Exchange by
Government of India published in the Gazette of India;
SCSBs, the Members of the Syndicate at the Syndicate ASBA
Application made by a National Invest Fund for Allotment of the Application Locations and the Trading Members, as the case
NCDs must be accompanied by certified true copies of: (i) a resolution may be, the Registrar will obtain from the Depository the
authorising investment and containing operating instructions; and Demographic Details. Invalid accounts, suspended accounts or
(ii) specimen signatures of authorized persons. Failing this, our where such account is classified as invalid or suspended may not
Company reserves the right to accept or reject any Applications be considered for Allotment of the NCDs.
for Allotment of the NCDs in whole or in part, in either case,
without assigning any reason therefor. (g) ASBA Applicants must ensure that their Application Forms are:
Applications cannot be made by: (i) made in a single name; and
(a) Minors without a guardian name* (A guardian may apply on (ii) completed in full, in BLOCK LETTERS in ENGLISH and
behalf of a minor. However, the name of the guardian will also in accordance with the instructions contained in the Shelf
need to be mentioned on the Application Form); Prospectus, the Tranche I Prospectus and in the Application
(b) Foreign nationals; Form.
(c) Persons resident outside India; (h) If the ASBA Account holder is different from the ASBA
(d) Foreign Institutional Investors / Foreign Portfolio Investors Applicant, the Application Form should be signed by the
(e) Non Resident Indians; ASBA Account holder also, in accordance with the instructions
(f) Qualified Foreign Investors; provided in the Application Form.
(g) Overseas Corporate Bodies; (i) All Applicants are required to tick the relevant column in the
(h) Foreign Venture Capital Funds; “Category of Investor” box in the Application Form.
(i) Persons ineligible to contract under applicable statutory/ (j) Applications for all the Options of the NCDs may be made in a
regulatory requirements. single Application Form only.
* Applicant shall ensure that guardian is competent to contract (k) All Applicants are required to tick the relevant box of the “Mode
under Indian Contract Act, 1872 of Application” in the Application Form, choosing either the
In case of Applications for Allotment of the NCDs in dematerialised ASBA or Non-ASBA mechanism.
form, the Registrar shall verify the above on the basis of the records Applicants should note that neither the Lead Managers, Trading
provided by the Depositories based on the DP ID and Client ID Member of the Stock Exchange, Escrow Collection Banks nor
provided by the Applicants in the Application Form and uploaded Designated Branches, as the case may be, will be liable for error
onto the electronic system of the Stock Exchanges by the Members of in data entry due to incomplete or illegible Application Forms.
the Syndicate or the Trading Members, as the case may be. Our Company shall allocate and allot Option III Secured NCDs
wherein the Applicants have not indicated their choice of the
INSTRUCTIONS FOR FILLING-UP THE APPLICATION FORM relevant NCD Series.
General Instructions Applicants’ PAN, Depository Account and Bank Account Details
Instructions for completing the Application Form ALL APPLICANTS APPLYING FOR ALLOTMENT OF
(a) Applications must be made in the prescribed Application Form. THE NCDs SHOULD MENTION THEIR DP ID, CLIENT ID
(b) Application Forms are to be completed in full, in BLOCK AND PAN IN THE APPLICATION FORM. APPLICANTS

JM FINANCIAL CREDIT SOLUTIONS LIMITED 13


in the nature of FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS
MUST ENSURE THAT THE DP ID, CLIENT ID AND PAN In case of Applications made under powers of attorney, our Company
GIVEN IN THE APPLICATION FORM IS EXACTLY THE in its absolute discretion, reserves the right to permit the holder of a
SAME AS THE DP ID, CLIENT ID AND PAN AVAILABLE power of attorney to request the Registrar that for the purpose of
IN THE DEPOSITORY DATABASE. IF THE BENEFICIARY printing particulars on the refund order and mailing of the refund
ACCOUNT IS HELD IN JOINT NAMES, THE APPLICATION orders/Allotment Advice through speed post or registered post, the
FORM SHOULD CONTAIN THE NAME AND PAN OF BOTH Demographic Details obtained from the Depository of the Applicant
THE HOLDERS OF THE BENEFICIARY ACCOUNT AND shall be used.
SIGNATURES OF BOTH HOLDERS WOULD BE REQUIRED With effect from August 16, 2010, the beneficiary accounts of
IN THE APPLICATION FORM. Applicants for whom PAN details have not been verified shall be
On the basis of the DP ID, Client ID and PAN provided by suspended for credit and no credit of Bonds pursuant to the Tranche
them in the Application Form, the Registrar will obtain from I Issue will be made into the accounts of the Applicants. Application
the Depository the Demographic Details of the Applicants Forms submitted by Applicants whose beneficiary accounts are
including PAN and MICR code. These Demographic Details inactive shall be rejected. Furthermore, in case no corresponding
would be used for giving Allotment Advice and refunds (for non- record is available with the Depositories, which matches the
ASBA Applicants), if any, to the Applicants. Hence, Applicants three parameters, namely, DP ID, Client ID and PAN, then such
are advised to immediately update their Demographic Details Applications are liable to be rejected.
(including bank account details) as appearing on the records Joint Applications
of the Depository Participant and ensure that they are true and
correct. Please note that failure to do so could result in delays in Applications may be made in single or joint names (not exceeding
despatch/ credit of refunds to Applicants, delivery of Allotment three). In the case of joint Applications, all payments will be made
Advice or unblocking of ASBA Accounts at the Applicants’ sole out in favour of the first Applicant. All communications will be
risk, and neither the Members of the Syndicate nor the Trading addressed to the first named Applicant whose name appears in the
Members, nor the Registrar, nor the Escrow Collection Banks, Application Form and at the address mentioned therein.
nor the SCSBs, nor our Company shall have any responsibility Additional/ Multiple Applications
and undertake any liability for the same. An Applicant is allowed to make one or more Applications for the
Applicants should note that in case the DP ID, Client ID and Secured NCDs for the same or other Options of Secured NCDs,
PAN mentioned in the Application Form, as the case may be subject to a minimum Application size of ` 10,000 and in multiples of
and entered into the electronic Application system of the Stock ` 1,000 thereafter (for all options of Secured NCDs, namely Option
Exchanges by the Members of the Syndicate, the Trading I, Option II, Option III, Option IV, Option V, Option VI either taken
Members or the SCSBs, as the case may be, do not match with the individually or collectively), for each Application. Any Application
DP ID, Client ID and PAN available in the Depository database for an amount below the aforesaid minimum Application size will
or in case PAN is not available in the Depository database, the be deemed as an invalid Application and shall be rejected. However,
Application Form is liable to be rejected and our Company, and any Application made by any person in his individual capacity and
the Members of the Syndicate shall not be liable for losses, if any. an Application made by such person in his capacity as a Karta of an
These Demographic Details would be used for all correspondence HUF and/or as joint Applicant (second or third applicant), shall not
with the Applicants including mailing of the Allotment Advice be deemed to be multiple Applications.
and printing of bank particulars on the refund orders or for refunds General Instructions
through electronic transfer of funds, as applicable. The Demographic Do’s
Details given by Applicants in the Application Form would not be • Check if you are eligible to apply as per the terms of the
used for any other purpose by the Registrar except in relation to the Draft Shelf Prospectus, the Shelf Prospectus, the Tranche I
Tranche I Issue. Prospectus and applicable law;
By signing the Application Form, Applicants applying for the NCDs • Read all the instructions carefully and complete the
would be deemed to have authorised the Depositories to provide, Application Form;
upon request, to the Registrar, the required Demographic Details as
available on its records. • Ensure that the details about Depository Participant and
beneficiary account are correct and the beneficiary account is
Refund orders/ Allotment Advice would be mailed by speed active;
post or registered post at the address of the Applicants as per the
Demographic Details received from the Depositories. Applicants • Applications are required to be in single or joint names (not
may note that delivery of refund orders/ Allotment Advice may more than three);
get delayed if the same once sent to the address obtained from • In case of an HUF applying through its Karta, the Applicant is
the Depositories are returned undelivered. In such an event, the required to specify the name of an Applicant in the Application
address and other details given by the Applicant (other than ASBA Form as ‘XYZ Hindu Undivided Family applying through
Applicants) in the Application Form would be used only to ensure PQR’, where PQR is the name of the Karta;
dispatch of refund orders. Further, please note that any such delay • Ensure that Applications are submitted to the Members of the
shall be at such Applicants’ sole risk and neither our Company, Syndicate, Trading Members or the Designated Branches of the
Escrow Collection Banks, Registrar nor the Lead Managers shall SCSBs, as the case may be, before the closure of application
be liable to compensate the Applicant for any losses caused to the hours on the Issue Closing Date;
Applicants due to any such delay or liable to pay any interest for such
delay. In case of refunds through electronic modes as detailed in the • Ensure that the Application Forms (for non-ASBA Applicants)
Tranche I Prospectus, refunds may be delayed if bank particulars are submitted at the collection centres provided in the Application
obtained from the Depository Participant are incorrect. Forms, bearing the stamp of a Member of the Syndicate or a
Trading Members of the Stock Exchange, as the case may be;

14 JM FINANCIAL CREDIT SOLUTIONS LIMITED


in the nature of FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS
• Information provided by the Applicants in the Application Form Syndicate, as the case may be, for the submission and upload of
will be uploaded on to the online platform of the Stock Exchange your Application Form into the electronic platform of the Stock
by the Members of the Syndicate and Trading Members, as Exchange;
the case may be, and the electronic data will be used to make • Applicants (other than ASBA Applicants) are requested to
allocation/ Allotment. The Applicants should ensure that the write the sole/ first Applicant’s name, his phone number and
details are correct and legible; the Application number on the reverse of the instruments by
• Ensure that the Applicant’s names (for Applications for the which the payments are made;
NCDs in dematerialised form) given in the Application Form is • All Applicants are requested to tick there levant column”Category
exactly the same as the names in which the beneficiary account of Investor” in the Application Form; and
is held with the Depository Participant. In case the Application • Tick the Option of NCDs in the Application Form that you wish
Form is submitted in joint names, ensure that the beneficiary to apply for.
account is also held in same joint names and such names are
in the same sequence in which they appear in the Application Don’ts
Form; • Do not apply for lower than the minimum Application size;
• Ensure that you have funds equal to or more than the • Do not pay the Application amount in cash, by money order,
Application Amount in your ASBA Account before submitting postal order, stock invest;
the Application Form for ASBA Applications; • Do not send the Application Forms by post; instead submit the
• Ensure that you mention your PAN in the Application Form. same to the Members of the Syndicate and Trading Members (as
Incase of joint applicants,the PAN of all the Applicants should the case may be) only;
be provided,andfor HUFs, PAN of the HUF should be provided. • Do not submit the GIR number instead of the PAN as the
Any Application Form without the PAN is liable to be rejected. Application is liable to be rejected on this ground;
Applicants should not submit the GIR Number instead of the • Do not submit incorrect details of the DP ID, Client ID and PAN
PAN as the Application is liable to be rejected on this ground; or provide details for a beneficiary account which is suspended
Except for Application (i) on behalf of the Central or State or for which details cannot be verified by the Registrar;
Government and officials appointed by the courts, and (ii) • Do not fill up the Application Form such that the NCDs applied
(subject to the circular dated April 3, 2008 issued by SEBI) for exceeds the Issue Size and/or investment limit or maximum
from the residents of the state of Sikkim, each of the Applicants number of NCDs that can be held under the applicable laws
should provide their PAN. Application Forms in which the PAN or regulations or maximum amount permissible under the
is not provided will be rejected. The exemption for the Central applicable regulations;
or State Government and officials appointed by the courts and • Do not submit Applications on plain paper or on incomplete or
for investors residing in the State of Sikkim is subject to (a) the illegible Application Forms;
Demographic Details received from the respective depositories
confirming the exemption granted to the beneficiary owner by a • Do not submit an Application in case you are not eligible to
suitable description in the PAN field and the beneficiary account acquire the NCDs under applicable law or your relevant
remaining in “active status”; and (b) in the case of residents of constitutional documents or otherwise;
Sikkim, the address as per the demographic details evidencing • Do not submit the Application Forms without the Application
the same. Amount; and
• Ensure that the Demographic Details as provided in the • Do not apply if you are not competent to contract under the
Application Form are updated, true and correct in all respects; Indian Contract Act, 1872.
• Ensure that you request for and receive a TRS for all your Additional instructions specific for ASBA Applicants
Applications and an acknowledgement as a proof of having Do’s
been accepted; • Before submitting the physical Application Form with the
• Ensure that you have obtained all necessary approvals from Member of the Syndicate at the Syndicate ASBA Application
the relevant statutory and/or regulatory authorities to apply for, Locations ensure that the SCSB, whose name has been filled in
subscribe to and/or seek Allotment of the NCDs; the Application Form, has named a branch in that centre;
• Ensure that signatures other than in the languages specified in • For ASBA Applicants applying through Syndicate ASBA,
the Eighth Schedule to the Constitution of India is attested by a ensure that your Application Form is submitted to the Members
Magistrate or a Notary Public or a Special Executive Magistrate of the Syndicate at the Syndicate ASBA Application Locations
under official seal; and not to the Escrow Collection Banks (assuming that such
• Ensure that your Application Form bears the stamp of the bank is not a SCSB), to our Company, the Registrar or Trading
relevant SCSB, Trading Members or the Members of the Members;
Syndicate to whom the Application is submitted; • For ASBA Applicants applying through the SCSBs, ensure that
• In the event that you are submitting an Application Form to your Application Form is submitted at a Designated Branch of
a Trading Member, ensure that he is located in a town/ city the SCSB where the ASBA Account is maintained, and not to
that has a designated branch of the Escrow Collection Banks the Escrow Collection Banks (assuming that such bank is not
a SCSB), to our Company, the Registrar or the Members of the
(a list of such locations are available on the websites of Stock Syndicate or Trading Members;
Exchange, the Company and Lead Managers, a link for the same
being available in the Application Form); • Ensure that the Application Form is signed by the ASBA
Account holder in case the ASBA Applicant is not the account
• Ensure that you receive a TRS from a designated branch holder;
of an SCSB, a Trading Member or from the Members of the

JM FINANCIAL CREDIT SOLUTIONS LIMITED 15


in the nature of FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS
• Ensure that you have mentioned the correct ASBA Account The Application Amount shall remain blocked in the ASBA Account
number in the Application Form; until transfer of the Application Amount to the Public Issue Account,
• Ensure that you have funds equal to the Application Amount or until withdrawal/ failure of the Tranche I Issue or until rejection of
in the ASBA Account before submitting the Application Form the ASBA Application, as the case may be.
to the respective Designated Branch, or to the Members of the Payment mechanism for non ASBA Applicants
Syndicate at the Syndicate ASBA Application Locations, or to We shall open Escrow Accounts with one or more Escrow
the Trading Members, as the case may be; Collection Banks in whose favour the Applicants (except for ASBA
• Ensure that you have correctly ticked, provided or checked the Applicants) shall draw cheques or demand drafts in respect of his
authorisation box in the Application Form, or have otherwise or her Applications. All Applicants would be required to pay the full
provided an authorisation to the SCSB via the electronic Application Amount at the time of the submission of the Application
mode, for the Designated Branch to block funds in the ASBA Form. Cheques or demand drafts for the Application Amount received
Account equivalent to the Application Amount mentioned in the from Applicants would be deposited by the Members of the Syndicate
Application Form; and and Trading Members, as the case may be, in the Escrow Accounts.
• Ensure that you receive an acknowledgement from the Details of the branches of the Escrow Collection Banks where the
Designated Branch or the concerned member of the Syndicate, Application Forms along with cheques/ demand drafts in respect of
or the Trading Member, as the case may be, for the submission his or her submitted by a non-ASBA Applicants shall be deposited
of the Application Form. by the Members of the Syndicate and Trading Members are available
Don’ts on the website of the Lead Managers at www.akgroup.co.in, www.
jmfl.com, www.edelweissfin.com and www.trustgroup.in. A link to
• Do not make payment of the Application Amounts in any mode the said web pages shall also be available on the website of BSE
other than through blocking of the Application Amounts in the at www.bseindia.com. A link shall also be provided to the above
ASBA Accounts shall not be accepted under the ASBA process; mentioned websites in the Application Form as well.
• Do not submit the Application Form with a Member of Each Applicant (except for ASBA Applicants) shall draw a cheque or
the Syndicate at a location other than the Syndicate ASBA demand draft for the Application Amount as per the following terms:
Application Locations;
a) The payment instruments from the Applicants shall be payable
• Do not submit non-ASBA Application Forms to any of the into the Escrow Account drawn in favour of “JM Financial
collection centres of the Escrow Collection Banks or to the CSL Tranche 1 Escrow Account”.
Registrar or directly to the Company;
b) Payments should be made by cheque, or a demand draft drawn
• Do not send your physical Application Form by post. Instead on any bank (including a co-operative bank), which is situated at,
submit the same with a Designated Branch or a member of the and is a member of or sub-member of the bankers’ clearing house
Syndicate at the Syndicate ASBA Application Locations, or a located at the centre where the Application Form is submitted.
Trading Member, as the case may be; and Outstation cheques/bank drafts drawn on banks not participating
• Do not submit more than five Application Forms per ASBA in the clearing process will not be accepted and Applications
Account. accompanied by such cheques or bank drafts are liable to be
The Members of the Syndicate and the Trading Members of the Stock rejected.
Exchange shall ensure they shall accept Application Forms only in c) The monies deposited in the Escrow Account will be held for the
such cities/ towns where the designated branches of the Escrow benefit of the Applicants until the Designated Date.
Collection Banks are available. Details of the branches of the Escrow d) On the Designated Date, the Escrow Collection Banks shall
Banks where the Application Form along with the cheque/ demand transfer the funds from the Escrow Account as per the terms of
draft submitted by a Non ASBA applicant shall be deposited by the the Escrow Agreement and the Tranche I Prospectus into the
Members of the Syndicate and Trading Members are available on Public Issue Account. The Escrow Collection Bank shall also,
the website of the Lead Managers at www.akgroup.co.in, www.jmfl. upon receipt of instructions from the Lead Managers and the
com, www.edelweissfin.com and www.trustgroup.in. A link to the Registrar, transfer all amounts payable to Applicants, who have
said web pages shall also be available on the website of BSE at www. not been allotted NCDs to the Refund Accounts.
bseindia.com. A link shall also be provided to the above mentioned
websites in the Application Forms as well. Applications accompanied by non-CTS cheques are liable to be
rejected, if the non-CTS cheque is not cleared within 6 working days
PAYMENT INSTRUCTIONS of the closure of the issue.
Payment mechanism for ASBA Applicants Applicants should note that the escrow mechanism is not prescribed
An ASBA Applicant shall specify details of the ASBA Account by SEBI and has been established as an arrangement between our
Number in the Application Form and the relevant SCSB shall Company, the Lead Managers, the Escrow Collection Banks and the
block an amount equivalent to the Application Amount in the Registrar to facilitate collections from the Applicants.
ASBA Account specified in the Application Form. Upon receipt of Please note that Applications accompanied by Application Amounts
an intimation from the Registrar to the Tranche I Issue, the SCSBs in cash/ stock invest/ money orders/ postal orders will not be accepted.
shall, on the Designated Date, transfer such blocked amount from the The Escrow Collection Banks will act in terms of the Tranche I
ASBA Account to the Public Issue Account in terms of the Escrow Prospectus and the Escrow Agreement. The Escrow Collection Banks
Agreement. The balance amount remaining after the finalisation of the shall not exercise any lien whatsoever over the monies deposited
Basis of Allotment shall be unblocked by the SCSBs on the basis of therein. It is mandatory for our Company to keep the proceeds of the
the instructions issued in this regard by the Registrar to the respective Tranche I Issue in an escrow account until the documents for creation
SCSB within 12 (twelve) Working Days of the Issue Closing Date. of security as stated in the Tranche I Prospectus are executed.

16 JM FINANCIAL CREDIT SOLUTIONS LIMITED


in the nature of FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS
On the Designated Date, the Escrow Collection Banks shall transfer representation of consolidated demand for the NCDs, as
the funds represented by Allotment of NCDs (other than in respect available on the websites of the Stock Exchange, would be
of Allotment to successful ASBA Applicants) from the Escrow made available at the Application centres as provided in the
Account, as per the terms of the Escrow Agreement, into the Public Application Form during the Issue Period.
Issue Account(s) provided that our Company will have access to (d) At the time of registering each Application, SCSBs, the Members
such funds only after receipt of minimum subscription which is of the Syndicate and Trading Members, as the case may be, shall
75% of the Base Issue before the Issue Closing Date, receipt of final enter the details of the Applicant, such as the Application Form
listing and trading approval from the Stock Exchange and execution number, PAN, Applicant category, DP ID, Client ID, number
of the Debenture Trust Deed. and Option(s) of NCDs applied, Application Amounts, details
Additional information for Applicants of payment instruments (for non – ASBA Applications) and any
1. Application Forms submitted by Applicants whose beneficiary other details that may be prescribed by the online uploading
accounts are inactive shall be rejected. platform of the Stock Exchange.
2. For ASBA Applicants, no separate receipts will be issued for (e) A system generated TRS will be given to the Applicant as a
the money blocked on the submission of Application Form. proof of the registration of his Application. It is the Applicant’s
However, the collection centre of the Members of the Syndicate responsibility to obtain the TRS from the SCSBs, Members
or the SCSB or the Trading Member, as the case may be, will of the Syndicate or the Trading Members, as the case may be.
acknowledge the receipt of the Application Forms by stamping The registration of the Applications by the SCSBs, Members
and returning to the Applicant the acknowledgement slip. of the Syndicate or Trading Members does not guarantee that
This acknowledgement slip will serve as the duplicate of the the NCDs shall be allocated/ Allotted by our Company. Such
Application Form for the records of the Applicant. TRS will be non-negotiable and by itself will not create any
3. Applications should be submitted on the Application Form only. obligation of any kind.
In the event that physical Application Forms do not bear the (f) The permission given by the Stock Exchange to use their
stamp of the Members of the Syndicate/ Trading Member or the network and software of the online system should not in any
relevant Designated Branch, they are liable to be rejected. way be deemed or construed to mean that the compliance with
4. Application Forms submitted by Applicants shall be for allotment various statutory and other requirements by our Company, and/
of NCDs only in dematerialized form. or the Lead Managers are cleared or approved by the Stock
Applicants are advised not to submit Application Forms to Exchange; nor does it in any manner warrant, certify or endorse
Escrow Collection Banks and the same will be rejected in such the correctness or completeness of any of the compliance
cases and the Applicants will not be entitled to any compensation with the statutory and other requirements nor does it take
whatsoever. any responsibility for the financial or other soundness of our
Company, the management or any scheme or project of our
Electronic registration of Applications Company; nor does it in any manner warrant, certify or endorse
(a) The Members of the Syndicate, SCSBs and Trading Members the correctness or completeness of any of the contents of the
will register the Applications using the on-line facilities of Stock Tranche I Prospectus; nor does it warrant that the NCDs will be
Exchange. The Lead Managers, our Company, and the Registrar listed or will continue to be listed on the Stock Exchange.
are not responsible for any acts, mistakes or errors or omission
and commissions in relation to (i) the Applications accepted by (g) In case of apparent data entry error by either the Members of the
the SCSBs and Trading Members, (ii) the Applications uploaded Syndicate or the Trading Members, in entering the Application
by the SCSBs and the Trading Members, (iii) the Applications Form number in their respective schedules, other things
accepted but not uploaded by the SCSBs or the Trading remaining unchanged, the Application Form may be considered
Members, (iv) with respect to ASBA Applications accepted and as valid and such exceptions may be recorded in minutes of the
uploaded by the SCSBs without blocking funds in the ASBA meeting submitted to the Designated Stock Exchange.
Accounts or (iv) with respect to ASBA Applications accepted (h) Only Applications that are uploaded on the online system of the
and uploaded by Members of the Syndicate at the Syndicate Stock Exchange shall be considered for Allotment. The Members
ASBA Application Locations for which the Application of the Syndicate, Trading Members and the Designated Braches
Amounts are not blocked by the SCSBs. of the SCSBs shall capture all data relevant for the purposes of
(b) The Stock Exchange will offer an electronic facility for finalizing the Basis of Allotment while uploading Application
registering Applications for the Tranche I Issue. This facility data in the electronic systems of the Stock Exchange. In
will be available on the terminals of Members of the Syndicate, order that the data so captured is accurate the Members of the
Trading Members and the SCSBs during the Issue Period. On Syndicate, Trading Members and the Designated Braches of
the Issue Closing Date, the Members of the Syndicate, Trading the SCSBs will be given up to one Working Day after the Issue
Members and the Designated Branches of the SCSBs shall Closing Date to modify/ verify certain selected fields uploaded
upload the Applications till such time as may be permitted by in the online system during the Issue Period after which the
the Stock Exchange. This information will be available with the data will be sent to the Registrar for reconciliation with the data
Members of the Syndicate, Trading Members and the Designated available with the NSDL and CDSL.
Branches of the SCSBs on a regular basis. Applicants are
cautioned that a high inflow of high volumes on the last day of REJECTION OF APPLICATIONS
the Issue Period may lead to some Applications received on the “Issue Procedure-Applications would be liable to be rejected on the
last day not being uploaded and such Applications will not be technical grounds” listed on page 75 of the Tranche I Prospectus
considered for allocation. below or if all required information is not provided or the Application
(c) Based on the aggregate demand for Applications registered Form is incomplete in any respect. The Board of Directors and/or any
on the electronic facilities of the Stock Exchange, a graphical committee of our Company reserves its full, unqualified and absolute

JM FINANCIAL CREDIT SOLUTIONS LIMITED 17


in the nature of FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS
right to accept or reject any Application in whole or in part and in • Applications by persons/entities who have been debarred from
either case without assigning any reason thereof. accessing the capital markets by SEBI;
Application may be rejected on one or more technical grounds, • Applications by any persons outside India;
including but not restricted to: • For all Applications for Allotment the, DP ID, Client ID and
• Number of NCDs applied for being less than the minimum PAN mentioned in the Application Form do not match with the
Application size; Depository Participant ID, Client ID and PAN available in the
• Applications not being signed by the sole/joint Applicants; records with the depositories;
• Applications submitted without payment of the Application • Applications by persons who are not eligible to acquire the
Amount. However, our Company may allot NCDs up to the NCDs in terms of applicable laws, rules, regulations, guidelines
value of application monies paid, if such application monies and approvals;
exceed the minimum application size as prescribed hereunder; • Application Forms from ASBA Applicants not being signed by
• Application Amount paid being higher than the value of NCDs the ASBA Account holder, if the account holder is different from
Applied for. However, our Company may allot NCDs up to the the Applicantor the signature of the ASBA Account holder on the
number of NCDs Applied for, if the value of such NCDs Applied Application Form does not match with the signature available on
for exceeds the minimum Application size; the Applicant’s bank records;
• Investor Category in the Application Form not being ticked; • Applications for an amount below the minimum Application
size;
• Date of Birth for first/sole Applicant for persons applying for
Allotment not mentioned in the Application Form • ASBA Applications not having details of the ASBA Account to
be blocked;
• Applications where a registered address in India is not provided
for the Applicant; • With respect to ASBA Applications, inadequate funds in the
ASBA Account to enable the SCSB to block the Application
• Bank account details not provided in the Application Form; Amount specified in the Application Form at the time of
• Submission of more than 5 (Five) ASBA Forms per ASBA blocking such Application Amount in the ASBA Account or no
Account; confirmation is received from the SCSB for blocking of funds;
• Applications by persons not competent to contract under the • Applications where clear funds are not available in Escrow
Indian Contract Act, 1872 including a minor without the name of Accounts as per final certificates from Escrow Collection Banks;
a guardian; • Applications by persons prohibited from buying, selling or
• Minor Applicants (applying through the guardian) without dealing in shares, directly or indirectly, by SEBI or any other
mentioning the PAN of the minor Applicant; regulatory authority;
• DP ID and Client ID not mentioned in the Application Form; • Applications by Applicants seeking Allotment in dematerialised
• Applications by stock invest or accompanied by cash/money form whose demat accounts have been ‘suspended for credit’
order/postal order; pursuant to the circular issued by SEBI on July 29, 2010 bearing
• For ASBA Applications, where an authorization to the SCSB for number CIR/MRD/DP/22/2010;
blocking funds in the ASBA Account has not been provided; • Non- ASBA Applications accompanied by more than one
• Applications uploaded after the expiry of the allocated time on payment instrument;
the Issue Closing Date, unless extended by the Stock Exchange, • Applications not uploaded on the terminals of the Stock
as applicable; Exchange;
• In case of partnership firms, NCDs may be applied for in the • Applications for the allotment of NCDs in dematerialized form
names of the individual partner(s) and no firm as such shall providing an inoperative demat account number;
be entitled to apply for in its own name. However a Limited • Applications accompanied by Stockinvest/ money order/ postal
Liability Partnership firm can apply in its own name; order/ cash;
• ASBA Applications submitted to the Members of Syndicate • In case of Applications under power of attorney or by limited
or Trading Members at locations other than the Syndicate companies, corporate, trust etc., relevant documents are not
ASBA Application Locations or at a Designated Branch of a submitted along with the Application Form;
SCSB where the ASBA Account is not maintained, and ASBA • Applications (except for ASBA Applications) where clear funds
Applications submitted directly to an Escrow Collecting Bank are not available in Escrow Accounts as per final certificates
(assuming that such bank is not a SCSB), to our Company or the from the Escrow Collection Banks;
Registrar;
• With respect to ASBA Applications, the ASBA Account not
• Applications made without mentioning the PAN of the Applicant, having credit balance to meet the Application Amounts or no
except for Applications by or on behalf of the Central or State confirmation is received from the SCSB for blocking of funds;
Government and the officials appointed by the courts and by
investors residing in the State of Sikkim, provided such claims • Applications not uploaded on the terminals of the BSE;
have been verified by the Depository Participants; • Application Forms submitted to the Lead Managers, or Trading
• GIR number mentioned in the Application Form instead of PAN; Members of the Stock Exchange does not bear the stamp of
the relevant Lead Manager or Trading Member of the Stock
• Application by OCBs Exchange, as the case may be. ASBA Applications submitted
• Applications for amounts greater than the maximum permissible directly to the Designated Branches of the SCSBs does not bear
amounts prescribed by applicable regulations; the stamp of the SCSB and/or the Designated Branch and/or the

18 JM FINANCIAL CREDIT SOLUTIONS LIMITED


in the nature of FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS
Lead Managers, or Trading Members of theStock Exchange, as the terms of the Tranche I Prospectus, the Shelf Prospectus, the
the case may be; terms and conditions of the Debenture Trustee Agreement and the
• In case no corresponding record is available with the Debenture Trust Deed, other applicable statutory and/or regulatory
Depositories that matches three parameters namely, DP ID, requirements including those issued from time to time by SEBI/
Client ID and PAN or if PAN is not available in the Depository the GoI/ Stock Exchanges/ RBI, and/or other statutory/regulatory
database; authorities relating to the offer, issue and listing of securities and
any other documents that may be executed in connection with the
• Applications by other persons who are not eligible to apply Secured NCDs.
for NCDs under the Issue under applicable Indian or foreign
statutory/regulatory requirements; Ranking of the Secured NCDs
• Application Forms not delivered by the Applicant within the time The Secured NCDs would constitute secured obligations of ours
prescribed as per the Application Form and the Shelf Prospectus and shall rank pari passu inter se, present and future, and shall be
and the Tranche I Prospectus and as per the instructions in secured by way of first ranking pari passu charge on the Company’s
the Application Form, the Shelf Prospectus and the Tranche I identified immovable property and first ranking pari passu floating
Prospectus; charge on the Company’s book debts, loans and advances, and
receivables, both present and future, excluding therefrom such
• Where PAN details in the Application Form and as entered into portion of the receivables secured or to be secured for the purposes
the electronic system of the Stock Exchange, are not as per the of maintaining ‘security cover’ (by whatever name called) in
records of the Depositories; connection with all other indebtedness of the Company, whether by
• Applications tendered to the Trading Members of the Stock way of loan or debentures or otherwise, under the terms of such other
Exchange at centers other than the centers mentioned in the indebtedness which are / will not be offered to other lenders for their
Application Form; credit facilities. The Secured NCDs proposed to be issued under the
• Application Form accompanied with more than one cheque; Tranche I Issue and all earlier issues of debentures outstanding in the
• In case of cancellation of one or more orders (series) within an books of our Company having corresponding assets as security, shall
Application, leading to total order quantity falling under the rank pari passu without preference of one over the other except that
minimum quantity required for a single Application; and priority for payment shall be as per applicable date of redemption.
• Payment made through non-CTS cheques may be liable to The Company is required to obtain permissions / consents from the
be rejected due to any clearing delays to avoidany delay in prior creditors for proceeding with this Issue. The Company had
the timelines in terms of the SEBI Circular No. CIR/CFD/ applied to the prior creditors for such permissions / consents and
DIL/1/2011 dated April 29, 2011. has obtained all permissions / consents from such creditors thereby
enabling it to file the Shelf Prospectus and the Tranche I Prospectus.
For further instructions regarding Application for the secured NCDs,
Applicants are requested to read the Application Form. Face Value
The face value of each of the Secured NCDs shall be ` 1,000.
TERMS OF THE ISSUE Secured NCD Holder not a shareholder
GENERAL TERMS OF THE ISSUE The Secured NCD Holders will not be entitled to any of the rights
Authority for the Tranche I Issue and privileges available to the equity and/or preference shareholders
At the meeting of the Board of Directors of our Company, held on of our Company, except to the extent as may be prescribed under the
April 30, 2018, the Directors approved the issuance to the public of Companies Act, 2013, the SEBI LODR Regulations and any other
Secured NCDs of face value ` 1,000 each and Unsecured NCDs of applicable law.
face value ` 1,000 each, aggregating up to ` 20,000 million. The Rights of the Secured NCD Holders
Unsecured NCDs shall be in the nature of subordinated debt and Some of the significant rights available to the Secured NCD Holders
shall be eligible for inclusion as Tier II Capital. are as follows:
The Issue through the Shelf Prospectus of Secured NCDs of face 1. The Secured NCDs shall not, except as provided in the
value of ` 1,000 each and Unsecured NCDs, of face value of ` 1,000 Companies Act, 1956 and Companies Act, 2013 to the extent
each, aggregating up to ` 20,000 million (“Shelf Limit”) is approved applicable as on the date of the Tranche I Prospectus, confer
by NCD Public Issue Committee meeting dated May 04, 2018. upon the Secured NCD Holders thereof any rights or privileges
The present Tranche I Issue through the Tranche I Prospectus is of available to our members including the right to receive notices,
Secured NCDs for an amount up to ` 3,000 million, with an option or to attend and/or vote, at our general meeting. However, if
to retain oversubscription up to ` 4,500 million aggregating up to any resolution affecting the rights attached to the Secured
` 7,500 million,which is within the Shelf Limit, was approved by NCDs is to be placed before the members, the said resolution
the NCD Public Issue Committee at its meeting dated May 16, 2018. will first be placed before the concerned registered Secured
Further, the present borrowing is within the borrowing limits under NCD Holders for their consideration. In terms of section 136
Section 180(1)(c) of the Companies Act, 2013 duly approved by the of the Companies Act, 2013 the Secured NCD Holders shall be
shareholders’ vide their resolution dated April 30, 2018. entitled to inspect a copy of the balance sheet and copy of trust
Principal terms and conditions of the Tranche I Issue deed at the registered office of the Company during business
hours.
The Secured NCDs being offered as part of the Tranche I Issue are
subject to the provisions of the SEBI Debt Regulations, the relevant 2. Subject to applicable statutory/ regulatory requirements,
provisions of the Companies Act and the Companies Act, 2013 including requirements of the RBI, the rights, privileges and
and regulations framed by the RBI, as on the date of the Tranche conditions attached to the Secured NCDs may be varied,
I Prospectus, our Memorandum and Articles of Association, modified and/or abrogated with the consent in writing of the
holders of at least three-fourths of the outstanding amount of

JM FINANCIAL CREDIT SOLUTIONS LIMITED 19


in the nature of FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS
the Secured NCDs or with the sanction of a special resolution in dematerialised form only. Since trading of the Secured NCDs is in
passed at a meeting of the concerned Secured NCD Holders, dematerialised form, the tradable lot is one Secured NCD.
provided that nothing in such consent or resolution shall be Please note that the Secured NCDs shall cease to trade from the
operative against us, where such consent or resolution modifies Record Date (for payment of the principal amount and the applicable
or varies the terms and conditions governing the Secured NCDs, interest for such Secured NCDs) prior to redemption of the Secured
if the same are not acceptable to us. NCDs.
3. In case of Secured NCDs held in (i) dematerialised form, the Allotment in the Tranche I Issue will be in electronic form multiples
person for the time being appearing in the register of beneficial of one Secured NCD. For details of Allotment see the section titled
owners of the Depository; and (ii) physical form, the registered “Issue Procedure” at page 59of the Tranche I Prospectus.
Secured NCD Holders or in case of joint-holders, the one whose
name stands first in the register of debenture holders shall be Nomination facility to Secured NCD Holders
entitled to vote in respect of such Secured NCDs, either in In accordance with section 72 of the Companies Act, 2013 (read
person or by proxy, at any meeting of the concerned Secured with Rule 19 of the Companies (Share Capital and Debentures)
NCD Holders and every such Secured NCD Holder shall be Rules,  2014, the sole Secured NCD Holder or first Secured NCD
entitled to one vote on a show of hands and on a poll, his/her Holder, along with other joint Secured NCD Holders (being
voting rights on every resolution placed before such meeting individual(s) may nominate any one person (being an individual)
of the Secured NCD Holders shall be in proportion to the who, in the event of death of the sole holder or all the joint-holders,
outstanding nominal value of Secured NCDs held by him/her. as the case may be, shall become entitled to the Secured NCDs. A
4. The Secured NCDs are subject to the provisions of the SEBI person, being a nominee, becoming entitled to the Secured NCDs by
Debt Regulations, the Companies Act, 1956 applicable reason of the death of the Secured NCD Holder(s), shall be entitled
provisions of the Companies Act, 2013, our Memorandum and to the same rights to which he would be entitled if he were the
Articles of Association, the terms of the Tranche I Prospectus, registered holder of the Secured NCD. Where the nominee is a minor,
the Shelf Prospectus, the terms and conditions of the Debenture the Secured NCD Holder(s) may make a nomination to appoint, in
Trust Deed, requirements of the RBI, other applicable statutory the prescribed manner, any person to become entitled to the Secured
and/or regulatory requirements relating to the issue and listing, NCDs, in the event of his death, during the minority. A nomination
of securities and any other documents that may be executed in shall stand rescinded upon sale of the Secured NCDs by the person
connection with the Secured NCDs. nominating. A buyer will be entitled to make a fresh nomination in
5. For Secured NCDs in physical form, a register of debenture the manner prescribed. When the Secured NCDs are held by two
holders will be maintained in accordance with section 88 of or more persons, the nominee shall become entitled to receive the
the Companies Act, 2013 and all interest and principal sums amount only on the demise of all such Secured NCD Holders. Fresh
becoming due and payable in respect of the Secured NCDs will nominations can be made only in the prescribed form available on
be paid to the registered holder thereof for the time being or request at our Registered/ Corporate Office, at such other addresses
in the case of joint-holders, to the person whose name stands as may be notified by us, or at the office of the Registrar to the Issue
first in the register of debenture holders as on the Record Date. or the transfer agent.
For SecuredNCDs in dematerialized form, all interest and Secured NCD Holders are advised to provide the specimen signature
principal sums becoming due and payable in respect of the of the nominee to us to expedite the transmission of the Secured
Secured NCDs will be paid to the person for the time being NCDs to the nominee in the event of demise of the Secured NCD
appearing in the register of beneficial owners of the Depository. Holders. The signature can be provided in the Application Form or
In terms of Section 88(3) of the Companies Act, 2013, the subsequently at the time of making fresh nominations. This facility of
register of beneficial owners maintained by a Depository for any providing the specimen signature of the nominee is purely optional.
Secured NCDs in dematerialized form under Section 11 of the
Depositories Act shall be deemed to be a register of debenture In accordance with the Section 72 read with Rules under Chapter
holders for this purpose. The same shall be maintained at IV of Companies Act, 2013, any person who becomes a nominee by
the Registered Office of the Issuer under Section  94 of the virtue of the above said Section, shall upon the production of such
Companies Act, 2013 unless the same has been moved to evidence as may be required by our Board, elect either:
another location after obtaining the consent of the Secured NCD (a) To register himself or herself as the holder of the Secured NCDs;
Holders as given thereunder. or
6. Subject to compliance with RBI requirements, Secured NCDs (b) To make such transfer of the Secured NCDs, as the deceased
can be rolled over only with the consent of the Secured NCD holder could have done.
Holders of at least 75.0% of the outstanding amount of the Secured NCD Holders who are holding Secured NCDs in
Secured NCDs after providing at least 21 days prior notice dematerialised form need not make a separate nomination with our
for such roll over and in accordance with the SEBI Debt Company. Nominations registered with the respective Depository
Regulations. Our Company shall redeem the debt securities of Participant of the Secured NCD Holder will prevail. If the Secured
all the debt securities holders, who have not given their positive NCD Holders require to changing their nominations, they are
consent to the roll-over. requested to inform their respective Depository Participant.
The aforementioned rights of the Secured NCD Holders are merely
indicative. The final rights of the Secured NCD Holders will be as Further, our Board may at any time give notice requiring any nominee
per the terms of thisTranche I Prospectus, the Shelf Prospectus and to choose either to be registered himself or herself or to transfer
the Debenture Trust Deed. the Secured NCDs, and if the notice is not complied with, within a
period of 90 days, our Board may thereafter withhold payment of all
Market Lot and Trading Lot interests or other monies payable in respect of the Secured NCDs,
The Secured NCDs shall be allotted indematerialised form. As per until the requirements of the notice have been complied with.
the SEBI Debt Regulations, the trading of the Secured NCDs shall be

20 JM FINANCIAL CREDIT SOLUTIONS LIMITED


in the nature of FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS
Period of subscription Prospectus.
ISSUE OPENS ON May 28, 2018 Retention of oversubscription
ISSUE CLOSES ON June 20, 2018 Up to the ` 4,500 million.
The Tranche I Issue shall remain open for subscription on Working Basis of Allotment
Days from 10:00 a.m. to 5:00 p.m., during the period indicated The Registrar will aggregate the applications based on the
above, except that the Tranche I Issue may close on such earlier applications received through an electronic book from the stock
date or extended date as may be decided by the Board of Directors exchanges and determine the valid applications for the purpose of
of our Company (“Board”) or the NCD Public Issue Committee. drawing the basis of allocation.
In the event of such an early closure of or extension subscription Grouping of Applications and allocation ratio
list of the Tranche I Issue, our Company shall ensure that notice of For the purposes of the basis of allotment:
such early closure or extension is given to the prospective investors A. Applications received from Category I Applicants:Applications
through an advertisement in a reputed national daily newspaper with received from Applicants belonging to Category I shall be
wide circulation on or before such earlier date or extended date of grouped together, (“Institutional Portion”);
closure. Applications Forms for the Tranche I Issue will be accepted
only from 10:00 a.m. to 5:00 p.m. or such extended time as may be B. Applications received from Category II Applicants:Applications
permitted by BSE, on Working Days during the Issue Period. On the received from Applicants belonging to Category II, shall be
Issue Closing Date, Application Forms for the Issue will be accepted grouped together, (“Non-Institutional Portion”).
only from 10:00 a.m. to 5:00 p.m. or such extended time as may be C. Applications received from Category III Applicants:
permitted by BSE, on Working Days during the Issue Period. On Applications received from Applicants belonging to Category
the Issue Closing Date, Application Forms will be accepted only III shall be grouped together, (“High Net Worth Individual
between 10:00 a.m. to 3:00 p.m. and uploaded until 5:00 p.m. (Indian Investors Portion”).
Standard Time) or such extended time as may be permitted by BSE. D. Applications received from Category IV Applicants: Applications
Due to limitation of time available for uploading the Applications on received from Applicants belonging to Category IV shall be
the electronic platform of the Stock Exchange on the Issue Closing grouped together, (“Retail Individual Category Portion”).
Date, Applicants are advised to submit their Application Forms one For removal of doubt, the terms “Institutional Portion”, “Non-
day prior to the Issue Closing Date and, no later than 3.00 p.m. (Indian Institutional Portion”, “High Net Worth Individual Investors
Standard Time) on the Issue Closing Date. Applicants are cautioned Portion” and “Retail Individual Category Portion” are individually
that in the event a large number of Applications are received on the referred to as “Portion” and collectively referred to as “Portions”.
Issue Closing Date, there may be some Applications which are not Basis of Allotment for Secured NCDs
uploaded due to lack of sufficient time to upload. Such Applications
that cannot be uploaded will not be considered for allocation under Allocation Ratio
the Tranche I Issue. Application Forms will only be accepted on Institutional Non-Institutional High Net Worth Retail Individual
Working Days during the Issue Period. Neither our Company, nor Portion Portion Individual Investors Portion
the Members of the Syndicate are liable for any failure in uploading Investors Portion
the Applications due to failure in any software/ hardware systems 20% 20% 30% 30%
or otherwise. As per the SEBI circular dated October 29, 2013, the
allotment in the Issue should be made on the basis of date of upload (a) Allotments in the first instance:
of each application into the electronic book of the Stock Exchange. (i) Applicants belonging to the Institutional Portion, in the first
However, on the date of oversubscription, the allotments should be instance, will be allocated Secured NCDs upto 20% of Overall
made to the applicants on proportionate basis. Tranche I Issue Size on first come first serve basis which would
Procedure for rematerialisation of NCDs be determined on the date of upload of their Applications in to
NCD Holders who wish to hold the NCDs in physical form may do the electronic platform of the Stock Exchange;
so by submitting a request to their DP at any time after Allotment in (ii) Applicants belonging to the Non-Institutional Portion, in the
accordance with the applicable procedure stipulated by the DP, in first instance, will be allocated Secured NCDs upto 20% of
accordance with the Depositories Act and/or rules as notified by the Overall Tranche I Issue Size on first come first serve basis which
Depositories from time to time. Holders of NCDs who propose to would be determined on the date of upload of their Applications
rematerialize their NCDs, would have to mandatorily submit details in to the electronic platform of the Stock Exchange;
of their bank mandate along with a copy of any document evidencing (iii) Applicants belonging to the High Net Worth Individual Investors
that the bank account is in the name of the holder of such NCDs and Portion, in the first instance, will be allocated Secured NCDs
their Permanent Account Number to our Company and the DP. No upto 30% of Overall Tranche I Issue Size on first come first
proposal for rematerialisation of NCDs would be considered if the serve basis which would be determined on the date of upload
aforementioned documents and details are not submitted along with of their Applications in to the electronic platform of the Stock
the request for such rematerialisation. Exchange;
Restriction on transfer of NCDs (iv) Applicants belonging to the Retail Individual Investors Portion,
There are currently no restrictions on transfers and transmission in the first instance, will be allocated Secured NCDs upto 30% of
of NCDs and on their consolidation/ splitting except as may be Overall Tranche I Issue Size on first come first serve basis which
required under applicable statutory and/or regulatory requirements would be determined on the date of upload of their Applications
including any RBI requirements and/or as provided in our Articles in to the electronic platform of the Stock Exchange;
of Association. Please see the section titled “Summary of the Key In case of an valid Application where the investor has not marked
Provisions of the Articles of Association” at page 196of the Shelf a particular Option then our Company will allot the Secured NCDs
under Option III.

JM FINANCIAL CREDIT SOLUTIONS LIMITED 21


in the nature of FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS
Allotments, in consultation with the Designated Stock Exchange, All decisions pertaining to the basis of allotment of Secured NCDs
shall be made on date priority basis i.e. a first-come first-serve basis, pursuant to the Tranche 1 Issue shall be taken by our Company in
based on the date of upload of each Application in to the Electronic consultation with the Lead Managers and the Designated Stock
Book with Stock Exchange, in each Portion subject to the Allocation Exchanges and in compliance with the aforementioned provisions
Ratio indicated at the section titled “Issue Procedure – Basis of of this Prospectus. Any other queries / issues in connection with the
Allotment – Allotments in the first instance” at page number 79 of Applications will be appropriately dealt with and decided upon by
Tranch 1 Prospectus. our Company in consultation with the Lead Managers.
As per the SEBI circular dated October 29, 2013, the allotment in the All decisions pertaining to the basis of allotment of Secured NCDs
Tranche I Issue is required to be made on the basis of date of upload pursuant to the Tranche I Issue shall be taken by our Company in
of each application into the electronic book of the Stock Exchange. consultation with the Lead Manager, and the Designated Stock
However, on the date of oversubscription, the allotments should be Exchange and in compliance with the aforementioned provisions of
made to the applicants on proportionate basis. the Tranche I Prospectus.
Under Subscription Our Company would allot Option III Secured NCDs to all valid
If there is any under subscription in any Category, priority in applications, wherein the applicants have selected only Secured
Allotments will be given in the following order: (i) the Retail NCDs, but have not indicated their choice of the relevant options of
Individual Investors Portion; (ii) High Net Worth Individual Investors the Secured NCDs (Option I, Option II, Option III, Option IV, Option
Portion, (iii) Non-Institutional Portion; (iv) Institutional Portion, on V, Option VI).
a first come first serve basis. Applications where the Application Amount received is greater than
For each Category, all Applications uploaded on the same day onto the minimum Application Amount, and the Application Amount paid
the electronic platform of the Stock Exchange would be treated at does not tally with the number of Secured NCDs applied for may be
par with each other.Allotment would be on proportionate basis, considered for Allotment, to the extent of the Application Amount
where NCDs uploaded into the Platform of the Stock Exchange paid rounded down to the nearest ` 1,000.
on a particular date exceeds NCDs to be allotted for each Portion PAYMENT OF REFUNDS
respectively.
Minimum Allotments of 1 Secured NCD and in multiples of 1 Manner of Payment of Interest / Refund / Redemption*
Secured NCD thereafter would be made in case of each valid The manner of payment of interest / refund / redemption in connection
Application to all Applicants. with the NCDs is set out below*:
Allotments in case of oversubscription For Secured NCDs applied / held in electronic form
In case of an oversubscription, allotments to the maximum extent, as The bank details will be obtained from the Depositories for payment
possible, will be made on a first-come first-serve basis and thereafter of Interest / refund / redemption as the case may be. Applicants who
on proportionate basis, i.e. full allotment of the Secured NCDs to the have applied for or are holding the Secured NCDs in electronic
Applicants on a first come first basis up to the date falling 1 (one) form, are advised to immediately update their bank account details
day prior to the date of oversubscription and proportionate allotment as appearing on the records of the depository participant. Please
of Secured NCDs to the applicants on the date of oversubscription note that failure to do so could result in delays in credit of refunds
(based on the date of upload of each Application on the electronic to the applicant at the applicant’s sole risk, and neither the Lead
platform of the Stock Exchange, in each Portion). Managers our Company nor the Registrar to the Issue shall have any
Proportionate Allotments responsibility and undertake any liability for the same.
For each Portion, on the date of oversubscription: In case of ASBA Applicants, the Registrar to the Issue will issue requisite
instructions to the relevant SCSBs to un-block amounts in the ASBA
(i) Allotments to the Applicants shall be made in proportion to their Accounts of the Applicants representing the amounts to be refunded to
respective Application size, rounded off to the nearest integer. the Applicants.
(ii) If the process of rounding off to the nearest integer results in For Secured NCDs held in physical form
the actual allocation of Secured NCDs being higher than the
Tranche I Issue size, not all Applicants will be allotted the The bank details will be obtained from the Registrar to the Issue for
number of Secured NCDs arrived at after such rounding off. payment of interest / refund / redemption as the case may be. Please
Rather, each Applicant whose Allotment size, prior to rounding see the procedure for “Issue Procedure-Rematerialisation of Secured
off, had the highest decimal point would be given preference. NCDs”starting at page 137 of the Shelf Prospectus.
*
(iii) In the event, there are more than one Applicant whose entitlement In the event, the interest / payout of total coupon / redemption amount
remain equal after the manner of distribution referred to above, is a fraction and not an integer, such amount will be rounded off to
our Company will ensure that the basis of allotment is finalised the nearest integer. By way of illustration if the redemption amount is
by draw of lots in a fair and equitable manner. ` 1,837.50, then the amount shall be rounded off to ` 1,838.
Applicant applying for more than one Options of Secured NCDs The mode of interest / refund / redemption payments shall be
undertaken in the following order of preference:
If an Applicant has applied for more than one Option of Secured
NCDs and in case such Applicant is entitled to allocation of only 1. Direct Credit
a part of the aggregate number of Secured NCDs applied for, the Investors having their bank account with the Refund Bank, shall
Option-wise allocation of Secured NCDs to such Applicants shall be be eligible to receive refunds, if any, through direct credit. The
in proportion to the number of Secured NCDs with respect to each refund amount, if any, would be credited directly to their bank
Options, applied for by such Applicant, subject to rounding off to the account with the Refund Banker.
nearest integer, as appropriate in consultation with the Lead Manager
and the Designated Stock Exchange.

22 JM FINANCIAL CREDIT SOLUTIONS LIMITED


in the nature of FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS
2. NACH relevant interest will be calculated from the first day till the last date
National Automated Clearing House which is a consolidated system of every month during the tenor of such Secured NCDs, and paid
of ECS. Payment of refund would be done through NACH for on the first day of every subsequent month. For the first interest
Applicants having an account at one of the centres specified by the payment for Secured NCDs under the monthly options, interest from
RBI, where such facility has been made available. This would be the Deemed Date of Allotment till the last day of the subsequent
subject to availability of complete bank account details including month will be clubbed and paid on the first day of the month next to
Magnetic Ink Character Recognition (MICR) code wherever that subsequent month.
applicable from the depository. The payment of refund through With respect to Option I, Option III and Option V where interest is
NACH is mandatory for Applicants having a bank account at any to be paid on an annual basis, relevant interest will be paid on each
of the centres where NACH facility has been made available by the anniversary of the Deemed Date of Allotment on the face value of the
RBI (subject to availability of all information for crediting the refund Secured NCDs. The last interest payment under Annual options will
through NACH including the MICR code as appearing on a cheque be made at the time of redemption of the Secured NCDs.
leaf, from the depositories), except where applicant is otherwise A. Interest
disclosed as eligible to get refunds through NEFT or Direct Credit
or RTGS. In case of Option I Secured NCDs, interest would be paid on an
annual basis at 9.25% to all categories of investors. Option I Secured
3. RTGS NCDs shall be redeemed at the Face Value thereof along with the
Applicants having a bank account with a participating bank and interest accrued thereon, if any, at the end of 38 months from the
whose interest payment/ refund/ redemption amounts exceed Deemed Date of Allotment.
`  200,000, or such amount as may be fixed by RBI from time In case of Option II Secured NCDs, interest would be paid on a
to time, have the option to receive refund through RTGS. Such cumulative basis to all categories of investors. Option II Secured
eligible Applicants who indicate their preference to receive interest NCDs shall be redeemed at the Face Value thereof along with the
payment/ refund/ redemption through RTGS are required to provide interest accrued thereon, if any, at the end of 38 months from the
the IFSC code in the Application Form or intimate our Company Deemed Date of Allotment.
and the Registrar to the Issue at least seven days prior to the Record
Date. Charges, if any, levied by the Applicant’s bank receiving the In case of Option III Secured NCDs, interest would be paid on an
credit would be borne by the Applicant. In the event the same is annual basis at 9.50% to all categories of investors. Option III
not provided, interest payment/ refund/ redemption shall be made Secured NCDs shall be redeemed at the Face Value thereof along
through NACH subject to availability of complete bank account with the interest accrued thereon, if any, at the end of 60 months from
details for the same as stated above. the Deemed Date of Allotment.
4. NEFT In case of Option IV Secured NCDs, interest would be paid on a
monthly basis at 9.11% to all categories of investors. Option IV
Payment of interest/ refunds/ redemption shall be undertaken Secured NCDs shall be redeemed at the Face Value thereof along
through NEFT wherever the Applicants’ banks have been assigned with the interest accrued thereon, if any, at the end of 60 months from
the Indian Financial System Code (“IFSC”), which can be linked to the Deemed Date of Allotment.
a Magnetic Ink Character Recognition (“MICR”), if any, available
to that particular bank branch. The IFSC Code will be obtained from In case of Option V Secured NCDs, interest would be paid on an
the website of RBI as on a date immediately prior to the date of annual basis at 9.75% to all categories of investors. Option V
payment of refund, duly mapped with MICR numbers. Wherever Secured NCDs shall be redeemed at the Face Value thereof along
the Applicants have registered their nine digit MICR number and with the interest accrued thereon, if any, at the end of 120 months
their bank account number while opening and operating the demat from the Deemed Date of Allotment.
account, the same will be duly mapped with the IFSC Code of In case of Option VI Secured NCDs, interest would be paid on a
that particular bank branch and the payment of interest/ refund/ monthly basis at 9.34% per annum to all categories of investors.
redemption will be made to the applicants through this method. Option VI Secured NCDs shall be redeemed at the Face Value
5. Registered Post/Speed Post thereof along with the interest accrued thereon, if any, at the end of
120 months from the Deemed Date of Allotment.
For all other applicants, including those who have not updated
their bank particulars with the MICR code, the interest payment If the Interest Payment Date falls on a day other than a Working
/ refund / redemption orders shall be dispatched through speed Day, the interest payment shall be made by the Company on the
post/ registered post. immediately succeeding Working Day and calculation of such
interest payment shall be as per original schedule as if such Interest
Please note that applicants are eligible to receive payments Payment Date were a Working Day. Further, the future Interest
through the modes detailed in (1), (2) (3), and (4) herein above Payment Dates shall remain intact and shall not be changed because
provided they provide necessary information for the above of postponement of such interest payment on account of it falling
modes and where such payment facilities are allowed / available. on a non-Working Day. Payment of interest will be subject to the
Please note that our Company shall not be responsible to the deduction of tax as per Income Tax Act or any statutory modification
holder of NCDs, for any delay in receiving credit of interest / or re-enactment thereof for the time being in force.
refund / redemption so long as our Company has initiated the If Redemption Date (also being the last Interest Payment Date) falls
process of such request in time. on a day that is not a Working Day, the Redemption Amount shall be
INTEREST paid by the Company on the immediately preceding Working Day
along with interest accrued on the NCDs until but excluding the date
Interest and Payment of Interest of such payment. The interest/redemption payments shall be made
For avoidance of doubt, with respect to Option IV and Option VI only on the days when the money market is functioning in Mumbai.
for Secured NCDs where interest is to be paid on a monthly basis,

JM FINANCIAL CREDIT SOLUTIONS LIMITED 23


in the nature of FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS
Please note that in case the Secured NCDs are transferred and/ that subsequent month. For Secured NCDs subscribed under Option
or transmitted in accordance with the provisions of the Tranche I II, such Secured NCDs shall be redeemed at the end of 38 months
Prospectus read with the provisions of the Articles of Association of from the Deemed Date of Allotment.
our Company, the transferee of such Secured NCDs or the deceased If the Interest Payment Date falls on a day other than a Working
holder of Secured NCDs, as the case may be, shall be entitled to any Day, the interest payment shall be made by the Company on the
interest which may have accrued on the Secured NCDs subject to immediately succeeding Working Day and calculation of such
such Transferee holding the Secured NCDs on the Record Date. interest payment shall be as per original schedule as if such Interest
B. Taxation Payment Date were a Working Day. Further, the future Interest
As per clause (ix) of Section 193 of the IT Act, no tax is required Payment Dates shall remain intact and shall not be changed because
to be withheld on any interest payable on any security issued by of postponement of such interest payment on account of itfalling
a company, where such security is in dematerialized form and is on a non-Working Day. Payment of interest will be subject to the
listed on a recognized stock exchange in India in accordance with deduction of tax as per Income Tax Actor any statutory modification
the Securities Contracts (Regulation) Act, 1956 (42 of 1956) and the or re-enactment thereof for the time being in force.
rules made thereunder. Accordingly, no tax will be deducted at source If Redemption Date (also being the last Interest Payment Date) falls
from the interest on listed Secured NCDs held in the dematerialised on a day that is not a Working Day, the Redemption Amount shall be
form. paid by the Company on the immediately preceding Working Day
However in case of Secured NCDs held in physical form, as per the along with interest accrued on the NCDs until but excluding the date
current provisions of the IT Act, tax will not be deducted at source of such payment. The interest/redemption payments shall be made
from interest payable on such Secured NCDs held by the investor, if only on the days when the money market is functioning in Mumbai.
such interest does not exceed ` 5,000 in any financial year. If interest Interest shall be computed on an actual/actual basis i.e. on the
exceeds the prescribed limit of ` 5,000 on account of interest on principal outstanding on the NCDs as per the SEBI Circular bearing
the Secured NCDs, then the tax will be deducted at applicable rate. no. CIR/IMD/DF-1/122/2016 dated November 11, 2016.
However in case of Secured NCD Holders claiming non-deduction or Interest on Application Amount
lower deduction of tax at source, as the case may be, the Secured NCD
Holder should furnish either (a) a declaration (in duplicate) in the Interest on application amounts received which are used towards
prescribed form i.e. (i) Form 15H which can be given by individuals allotment of Secured NCDs
who are of the age of 60 years or more (ii) Form 15G which can be Our Company shall pay interest on application amount at a rate of 8%
given by all applicants (other than companies, and firms), or (b) a per annum against which Secured NCDs are allotted to the Applicants,
certificate, from the Assessing Officer which can be obtained by all other than to ASBA Applicants, subject to deduction of income tax
applicants (including companies and firms) by making an application under the provisions of the Income Tax Act, 1961, as amended,
in the prescribed form i.e. Form No.13. The aforesaid documents, as as applicable, from the date of realization of the cheque(s)/demand
may be applicable, should be submitted at the office of the Registrar draft(s) upto one day prior to the Deemed Date of Allotment. In the
quoting the name of the sole/ first Secured NCD Holder, NCD folio event that such date of realization of the cheque(s)/ demand draft(s)
number and the distinctive number(s) of the Secured NCD held, at is not ascertainable in terms of banking records, we shall pay interest
least seven days prior to the Record Date to ensure non-deduction/ on Application Amounts on the amount Allotted from three Working
lower deduction of tax at source from interest on the Secured NCD. Days from the date of upload of each Application on the electronic
The investors need to submit Form 15H/ 15G/certificate in original Application platform of the BSE upto one day prior to the Deemed
with the Assessing Officer for each financial year during the currency Date of Allotment. A tax deduction certificate will be issued for the
of the Secured NCD to ensure non-deduction or lower deduction of amount of income tax so deducted.
tax at source from interest on the Secured NCD. Our Company may enter into an arrangement with one or more banks
Tax exemption certificate/document, if any, must be lodged at the in one or more cities for direct credit of interest to the account of the
office of the Registrar at least seven days prior to the Record Date Applicants. Alternatively, the interest warrant will be dispatched along
or as specifically required, failing which tax applicable on interest with the Letter(s) of Allotment/ Secured NCD Certificates at the sole
will be deducted at source on accrual thereof in our Company’s risk of the Applicant, to the sole/first Applicant.
books and/or on payment thereof, in accordance with the provisions Interest on application monies received which are liable to be
of the IT Act and/or any other statutory modification, enactment or refunded
notification as the case may be. A tax deduction certificate will be Our Company shall pay interest on application amount at a rate of 5%
issued for the amount of tax so deducted. per annum, on all valid applications, which is liable to be refunded
Payment of Interest to the Applicants (other than Application Amounts received after the
For Secured NCDs subscribed under Option I, Option III, Option V, Issue Closure Date, and ASBA Applicants) in accordance with the
the relevant interest will be paid on each anniversary of the Deemed provisions of the Debt Regulations and/or the Companies Act/the
Date of Allotment on the face value of the Secured NCD and the relevant provisions of the Companies Act, 2013 applicable as on the
last interest payment under annual Options will be made at the time date of the Tranche I Prospectus, or other applicable statutory and/or
of redemption of the Secured NCDs. For Secured NCDs subscribed regulatory requirements, subject to deduction of income tax under the
under Option IV and VI, interest is to be paid on a monthly basis, provisions of the Income Tax Act, 1961, as amended, as applicable, to
relevant interest will be calculated from the first day till the last date the Applicants whose Valid Applications receive (i) partial allotment
of every month during the tenor of such Secured NCDs, and paid due to oversubscription or (ii) no allotment due to oversubscription
on the first day of every subsequent month. For the first interest pursuant to the Tranche I Issue from the date of realization of
payment for Secured NCDs under the monthly options, interest from the cheque(s)/demand draft(s) upto one day prior to the Deemed
the Deemed Date of Allotment till the last day of the subsequent Date of Allotment. In the event that such date of realization of the
month will be clubbed and paid on the first day of the month next to cheque(s)/ demand draft(s) is not ascertainable in terms of banking

24 JM FINANCIAL CREDIT SOLUTIONS LIMITED


in the nature of FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS
records, we shall pay interest on Application Amounts on the amount Deemed Date of Allotment
Allotted within 3 (three) Working Days from the date of upload of The date on which the Allottment Committee of the Board approves
each Application on the electronic Application platform of the Stock the Allotment of the NCDs for each Tranche I Issueor such date as
Exchanges upto one day prior to the Deemed Date of Allotment. Such may be determined by the Board of Directors or the NCD Public
interest shall be paid along with the monies liable to be refunded. Issue Committee and notified to the Designated Stock Exchange.
Interest warrant will be dispatched / credited (in case of electronic The actual Allotment of NCDs may take place on a date other than
payment) along with the Letter(s) of Allotment/ Letter(s) of Refund at the Deemed Date of Allotment. All benefits relating to the NCDs
the sole risk of the Applicant, to the sole/first Applicant. including interest on NCDs (as specified for each Tranche Issue by
In the event our Company does not receive a minimum subscription way of the relevant Tranche Prospectus) shall be available to the
of 75% of the Base Issue on the date of closure of the Tranche I Issue, Debenture holders from the Deemed Date of Allotment.
our Company shall pay interest on application amount which is liable Application Size
to be refunded to the Applicants, other than to ASBA Applicants, in Each application should be for a minimum of 10Secured NCDs and
accordance with the provisions of the SEBI Debt Regulations and/ multiples of 1 Secured NCD thereafter (for all options of Secured
or the Companies Act, 2013, or other applicable statutory and/or NCDs, namely Option I, Option II, Option III, Option IV, Option V,
regulatory requirements, subject to deduction of income tax under the Option VI either taken individually or collectively). The minimum
provisions of the Income Tax Act, 1961, as amended, as applicable. application size for each application for Secured NCDs would be
Provided that, notwithstanding anything contained hereinabove, our ` 10,000 and in multiples of ` 1,000 thereafter.
Company shall not be liable to pay any interest on monies liable to be Applicants are advised to ensure that applications made by
refunded in case of (a) invalid applications or applications liable to be them do not exceed the investment limits or maximum number
rejected, (b) applications which are withdrawn by the Applicant and/or of Secured NCDs that can be held by them under applicable
(c) monies paid in excess of the amount of Secured NCDs applied for statutory and or regulatory provisions.
in the Application Form. Please refer to “Issue procedure - Rejection of Terms of Payment
Applications” at page 75 of the Tranche I Prospectus.
The entire issue price per NCD, as specified in the Tranche I
Mode of payment of Interest to Secured NCD Holders Prospectus, is payable on application itself. In case of allotment of
Payment of interest will be made to (i) in case of Secured NCDs in lesser number of Secured NCDs than the number of Secured NCDs
dematerialised form the persons who for the time being appear in the applied for due to oversubscription, our Company shall refund the
register of beneficial owners of the Secured NCDs as per the Depositories excess amount paid on application to the applicant in accordance
as on the Record Date and (ii) in case of Secured NCDs in physical form, with the terms of the Tranche I Prospectus. For further details please
the persons whose names appear in the register of debenture holders refer to the paragraph on “Interest on Application Money” beginning
maintained by us (or to first holder in case of joint-holders) as on the on page 57 of the Tranche I Prospectus.
Record Date. Record Date
We may enter into an arrangement with one or more banks in one or The date for payment of interest in connection with the Secured
more cities for direct credit of interest to the account of the NCD Holders. NCDs or repayment of principal in connection therewith which shall
In such cases, interest, on the interest payment date, would be directly be 15 days prior to the date of payment of interest, and/or the date of
credited to the account of those investors who have given their bank redemption. In case the Record Date falls on a day when the Stock
mandate. Exchange is having a trading holiday, the immediate subsequent
We may offer the facility of NACH, NEFT, RTGS, Direct Credit and trading day or a date notified by the Company to the Stock Exchange,
any other method permitted by RBI and SEBI from time to time to effect will be deemed as the Record Date.Manner of Payment of Interest
payments to NCD Holders. The terms of this facility (including towns / Refund / Redemption*
where this facility would be available) would be as prescribed by RBI. The manner of payment of interest / refund / redemption in connection
For further details see the section titled “Issue Structure - Manner of with the Secured NCDs is set out below*:
Payment of Interest / Refund / Redemption” beginning at page 51 of the For Secured NCDs applied / held in electronic form
Tranche I Prospectus.
The bank details will be obtained from the Depositories for payment
Maturity and Redemption of Interest / refund / redemption as the case may be. Applicants who
For Secured NCDs subscribed under Option I, Option II, Option III, have applied for or are holding the Secured NCDs in electronic
Option IV, Option V, Option VI the relevant interest will be paid form, are advised to immediately update their bank account details
in the manner set out in “Issue Structure- Payment of Interest” at as appearing on the records of the depository participant. Please
page 49 of the Tranche 1 Prospectus. The last interest payment will note that failure to do so could result in delays in credit of refunds
be made at the time of redemption of the Secured NCD. to the applicant at the applicant’s sole risk, and neither the Lead
Managers our Company nor the Registrar to the Issue shall have any
Options Maturity period/Redemption (as applicable) responsibility and undertake any liability for the same.
I 38 months from the Deemed Date of Allotment In case of ASBA Applicants, the Registrar to the Issue will issue requisite
II 38 months from the Deemed Date of Allotment instructions to the relevant SCSBs to un-block amounts in the ASBA
III 60 monthsfrom the Deemed Date of Allotment Accounts of the Applicants representing the amounts to be refunded to
the Applicants.
IV 60 months from the Deemed Date of Allotment
For Secured NCDs held in physical form
V 120 months from the Deemed Date of Allotment
The bank details will be obtained from the Registrar to the Issue for
VI 120 months from the Deemed Date of Allotment payment of interest / refund / redemption as the case may be. Please
see the procedure for “Issue Procedure-Rematerialisation of Secured
NCDs”starting at page 42 of thisTranche I Prospectus.

JM FINANCIAL CREDIT SOLUTIONS LIMITED 25


in the nature of FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS
*
In the event, the interest / payout of total coupon / redemption amount provided they provide necessary information for the above
is a fraction and not an integer, such amount will be rounded off to modes and where such payment facilities are allowed / available.
the nearest integer. By way of illustration if the redemption amount is Please note that our Company shall not be responsible to the
` 1,837.50, then the amount shall be rounded off to ` 1,838. holder of Secured NCDs, for any delay in receiving credit
The mode of interest / refund / redemption payments shall be of interest / refund / redemption so long as our Company has
undertaken in the following order of preference: initiated the process of such request in time.
1. Direct Credit Printing of Bank Particulars on Interest Warrants
Investors having their bank account with the Refund Bank, shall As a matter of precaution against possible fraudulent encashment of refund
be eligible to receive refunds, if any, through direct credit. The orders and interest/ redemption warrants due to loss or misplacement,
refund amount, if any, would be credited directly to their bank the particulars of the Applicant’s bank account are mandatorily required
account with the Refund Banker. to be given for printing on the orders/ warrants. In relation to Secured
2. NACH NCDs applied and held in dematerialized form, these particulars would
National Automated Clearing House which is a consolidated system be taken directly from the depositories. In case of Secured NCDs held
of ECS. Payment of refund would be done through NACH for in physical form either on account of rematerialisation or transfer, the
Applicants having an account at one of the centres specified by the Secured NCD Holders are advised to submit their bank account details
RBI, where such facility has been made available. This would be with our Company/ Registrar to the Issue at least seven days prior to the
subject to availability of complete bank account details including Record Date failing which the orders/ warrants will be dispatched to the
Magnetic Ink Character Recognition (MICR) code wherever postal address of the Secured NCD Holders as available in the records of
applicable from the depository. The payment of refund through our Company either through speed post or registered post.
NACH is mandatory for Applicants having a bank account at any Bank account particulars will be printed on the orders/ warrants which
of the centres where NACH facility has been made available by the can then be deposited only in the account specified.
RBI (subject to availability of all information for crediting the refund Loan against Secured NCDs
through NACH including the MICR code as appearing on a cheque As per the RBI circular dated June 27, 2013, the Company is not
leaf, from the depositories), except where applicant is otherwise permitted to extend loans against the security of its debentures issued
disclosed as eligible to get refunds through NEFT or Direct Credit
or RTGS. by way of private placement or public issues. However, if the RBI
subsequently permits the extension of loans by NBFCs against the
3. RTGS security of its debentures issued by way of private placement or public
Applicants having a bank account with a participating bank and issues, the Company may consider granting loans against the security of
whose interest payment/ refund/ redemption amounts exceed such Secured NCDs, subject to terms and conditions as may be decided
` 200,000, or such amount as may be fixed by RBI from time by the Company at the relevant time, in compliance with applicable law.
to time, have the option to receive refund through RTGS. Such Buy Back of Secured NCDs
eligible Applicants who indicate their preference to receive interest
payment/ refund/ redemption through RTGS are required to provide Our Company may, at its sole discretion, from time to time, consider,
the IFSC code in the Application Form or intimate our Company subject to applicable statutory and/or regulatory requirements, buy-back
and the Registrar to the Issue at least seven days prior to the Record the Secured NCDs, upon such terms and conditions as may be decided
Date. Charges, if any, levied by the Applicant’s bank receiving the by our Company.
credit would be borne by the Applicant. In the event the same is Form and Denomination
not provided, interest payment/ refund/ redemption shall be made In case of Secured NCDs held in physical form, a single certificate will be
through NACH subject to availability of complete bank account issued to the NCD Holder for the aggregate amount of the Secured NCDs
details for the same as stated above. held (“Consolidated Certificate”). The Applicant can also request for the
4. NEFT issue of Secured NCD certificates in denomination of one NCD (“Market
Payment of interest/ refunds/ redemption shall be undertaken Lot”). In case of Secured NCDs held under different Options, by
through NEFT wherever the Applicants’ banks have been assigned a Secured NCD Holder, separate Consolidated Certificates will be
the Indian Financial System Code (“IFSC”), which can be linked to issued to the Secured NCD Holder for the aggregate amount of the
a Magnetic Ink Character Recognition (“MICR”), if any, available Secured NCDs held under each Option.
to that particular bank branch. The IFSC Code will be obtained from It is however distinctly to be understood that the Secured NCDs pursuant
the website of RBI as on a date immediately prior to the date of to the Tranche I Issue shall be traded only in demat form.
payment of refund, duly mapped with MICR numbers. Wherever In respect of Consolidated Certificates, we will, only upon receipt of
the Applicants have registered their nine digit MICR number and a request from the NCD Holder, split such Consolidated Certificates
their bank account number while opening and operating the demat into smaller denominations subject to the minimum of Market Lot. No
account, the same will be duly mapped with the IFSC Code of fees would be charged for splitting of NCD certificates in Market Lots,
that particular bank branch and the payment of interest/ refund/ but stamp duty payable, if any, would be borne by the NCD Holder.
redemption will be made to the applicants through this method. The request for splitting should be accompanied by the original NCD
5. Registered Post/Speed Post certificate which would then be treated as cancelled by us.
For all other applicants, including those who have not updated Procedure for Redemption by NCD holders
their bank particulars with the MICR code, the interest payment The procedure for redemption is set out below:
/ refund / redemption orders shall be dispatched through speed
post/ registered post. Secured NCDs held in physical form:
Please note that applicants are eligible to receive payments No action would ordinarily be required on the part of the NCD Holder
through the modes detailed in (1), (2) (3), and (4) herein above at the time of redemption and the redemption proceeds would be paid

26 JM FINANCIAL CREDIT SOLUTIONS LIMITED


in the nature of FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS
to those NCD Holders whose names stand in the register of debenture the Secured NCDs. It may be noted that in the entire process mentioned
holders maintained by us on the Record Date fixed for the purpose above, no action is required on the part of Secured NCD Holders.
of Redemption. However, our Company may require that the NCD Our liability to Secured NCD Holders towards his/their rights including
certificate(s), duly discharged by the sole holder/all the joint-holders for payment/ redemption in all events shall end when we dispatch the
(signed on the reverse of the NCD certificates) be surrendered for redemption amounts to the Secured NCD Holders.
redemption on maturity and should be sent by the NCD Holders by
Registered Post with acknowledgment due or by hand delivery to our Further, we will not be liable to pay any interest, income or compensation
office or to such persons at such addresses as may be notified by us from of any kind from the date of redemption of the Secured NCDs.
time to time. NCD Holders may be requested to surrender the NCD *
In the event, the interest / payout of total coupon / redemption amount
certificates in the manner as stated above, not more than three months is a fraction and not an integer, such amount will be rounded off to
and not less than one month prior to the redemption date so as to facilitate the nearest integer. By way of illustration if the redemption amount is
timely payment. `1,837.5, then the amount shall be rounded off to ` 1,838.
We may at our discretion redeem the Secured NCDs without the Right to reissue Secured NCD(s)
requirement of surrendering of the Secured NCD certificates by the Subject to the provisions of the Companies Act, 1956 and the Companies
holder(s) thereof. In case we decide to do so, the holders of Secured Act, 2013, as applicable on the date of the Tranche I Prospectus, where
NCDs need not submit the NCD certificates to us and the redemption we have fully redeemed or repurchased any Secured NCDs, we shall have
proceeds would be paid to those NCD holders whose names stand and shall be deemed always to have had the right to keep such Secured
in the register of debenture holders maintained by us on the Record NCDs in effect without extinguishment thereof, for the purpose of resale
Date fixed for the purpose of redemption of Secured NCDs. In such or re-issue and in exercising such right, we shall have and be deemed
case, the NCD certificates would be deemed to have been cancelled. always to have had the power to resell or reissue such Secured NCDs
Also see the para “Payment on Redemption” given below. either by reselling or re-issuing the same Secured NCDs or by issuing
Secured NCDs held in electronic form: other Secured NCDs in their place. The aforementioned right includes the
No action is required on the part of NCD holder(s) at the time of right to reissue original Secured NCDs.
redemption of Secured NCDs. Transfer/Transmission of Secured NCD(s)
Payment on Redemption For Secured NCDs held in physical form
The manner of payment of redemption is set out below*. The Secured NCDs shall be transferred or transmitted freely in accordance
Secured NCDs held in physical form with the applicable provisions of the Companies Act/ the Companies
Act, 2013 applicable as on the date of the Tranche I Prospectus and all
The payment on redemption of the Secured NCDs will be made by other applicable laws including FEMA and the rules and regulations
way of cheque/pay order/ electronic modes. However, if our Company thereunder. The provisions relating to transfer and transmission and
so requires, the aforementioned payment would only be made on the other related matters in respect of our shares contained in the Articles,
surrender of NCD certificates, duly discharged by the sole holder/ all the the Companies Act/the relevant provisions of the Companies Act, 2013
joint-holders (signed on the reverse of the NCD certificates). Despatch applicable as on the date of the Tranche I Prospectus, and all applicable
of cheques/ pay orders, etc. in respect of such payment will be made on laws including FEMA and the rules and regulations thereunder, shall
the redemption date or (if so requested by our Company in this regard) apply, mutatis mutandis (to the extent applicable to debentures) to the
within a period of 30 days from the date of receipt of the duly discharged Secured NCDs as well. In respect of the Secured NCDs held in physical
NCD certificate. form, a common form of transfer shall be used for the same. The Secured
In case we decide to do so, the redemption proceeds in the manner stated NCDs held in dematerialised form shall be transferred subject to and in
above would be paid on the redemption date to those NCD Holders whose accordance with the rules/ procedures as prescribed by NSDL/CDSL and
names stand in the register of debenture holders maintained by us on the the relevant Depositary Participants of the transferor and the transferee
Record Date fixed for the purpose of Redemption. Hence the transferees, and any other applicable laws and rules notified in respect thereof. The
if any, should ensure lodgment of the transfer documents with us at least transferees should ensure that the transfer formalities are completed at
seven days prior to the Record Date. In case the transfer documents are prior to the Record Date. In the absence of the same, interest will be
not lodged with us at least seven days prior to the Record Date and we paid/ redemption will be made to the person, whose name appears in
dispatch the redemption proceeds to the transferor, claims in respect of the register of debenture holders or the records as maintained by the
the redemption proceeds should be settled amongst the parties inter se Depositories. In such cases, claims, if any, by the transferees would need
and no claim or action shall lie against us or the Registrar to the Issue. to be settled with the transferors and not with the Issuer or Registrar.
Our liability to NCD Holders towards their rights including for payment Title
or otherwise shall stand extinguished from the redemption in all events In case of:
and when we dispatch the redemption amounts to the NCD Holders.
• Secured NCDs held in the dematerialised form, the person for
Further, we will not be liable to pay any interest, income or compensation the time being appearing in the register of beneficial owners
of any kind from the date of redemption of the Secured NCDs. maintained by the Depository; and
Secured NCDs held in electronic form • the Secured NCDs held in physical form, the person for the
On the redemption date, redemption proceeds would be paid by cheque/ time being appearing in the register of Secured NCD Holders
pay order/ electronic mode to those NCD Holders whose names appear on shall be treated for all purposes by our Company, the Debenture
the list of beneficial owners given by the Depositories to us. These names Trustee, the Depositories and all other persons dealing with
would be as per the Depositories’ records on the Record Date fixed for such person as the holder thereof and its absolute owner for
the purpose of redemption. These Secured NCDs will be simultaneously all purposes whether or not it is overdue and regardless of any
extinguished to the extent of the amount redeemed through appropriate notice of ownership, trust or any interest in it or any writing
debit corporate action upon redemption of the corresponding value of on, theft or loss of the Consolidated NCD Certificates issued in

JM FINANCIAL CREDIT SOLUTIONS LIMITED 27


in the nature of FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS
respect of the Secured NCDs and no person will be liable for so all transfer of debentures and registration thereof.
treating the Secured NCD holder. Sharing of information
No transfer of title of a Secured NCD will be valid unless and until We may, at our option, use on our own, as well as exchange, share or
entered on the register of Secured NCD holders or the register of part with any financial or other information about the Secured NCD
beneficial owners maintained by the Depository prior to the Record Holders available with us and other banks, financial institutions,
Date. In the absence of transfer being registered, interest and/or credit bureaus, agencies, statutory bodies, as may be required and
maturity amount, as the case may be, will be paid to the person, neither we or our affiliates nor their agents shall be liable for use of
whose name appears first in the register of the Secured NCD Holders the aforesaid information.
maintained by the Depositories and/or our Company and/or the
Registrar, as the case may be. In such cases, claims, if any, by the Notices
purchasers of the Secured NCDs will need to be settled with the seller All notices to the Secured NCD Holders required to be given by us
of the Secured NCDs and not with our Company or the Registrar. or the Debenture Trustee will be sent by speed post or registered post
The provisions relating to transfer and transmission and other related or through email or other electronic media to the registered Secured
matters in respect of our Company’s shares contained in the Articles NCD Holders from time to time.
of Association of our Company and the Companies Act, 1956/ the Issue of Duplicate Secured NCD Certificate(s) issued in physical
relevant provisions of the Companies Act, 2013 applicable as on the date form
of the Tranche I Prospectus shall apply, mutatis mutandis (to the extent If Secured NCD certificate(s) is/ are mutilated or defaced or the cages
applicable) to the Secured NCD(s) as well. for recording transfers of Secured NCDs are fully utilised, the same
For Secured NCDs held in electronic form may be replaced by us against the surrender of such certificate(s).
The normal procedure followed for transfer of securities held in Provided, where the Secured NCD certificate(s) are mutilated or
dematerialised form shall be followed for transfer of the Secured NCDs defaced, the same will be replaced as aforesaid only if the certificate
held in electronic form. The seller should give delivery instructions numbers and the distinctive numbers are legible.
containing details of the buyer’s Depository Participant account to his If any Secured NCD certificate is destroyed, stolen or lost then upon
depository participant. production of proof thereof to our satisfaction and upon furnishing
In case the transferee does not have a Depository Participant account, the such indemnity/ security and/or documents as we may deem
transferor can rematerialise the Secured NCDs and thereby convert his adequate, duplicate Secured NCD certificates shall be issued. Upon
dematerialised holding into physical holding. Thereafter these Secured issuance of a duplicate Secured NCD certificate, the original Secured
NCDs can be transferred in the manner as stated above for transfer of NCD certificate shall stand cancelled.
Secured NCDs held in physical form. Security
In case the recipient of the Secured NCDs in physical form wants The Secured NCDs would constitute secured obligations of the
to hold the Secured NCDs in dematerialized form, he can choose to Company and shall rank pari passu inter se, present and future
dematerialize the securities through his DP. and shall be secured by way of first ranking pari passu charge on
Succession the Company’s identified immovable property and first ranking
Where NCDs are held in joint names and one of the joint NCD Holder pari passu floating charge on the Company’s book debts, loans
dies, the survivor(s) will be recognized as the NCD Holder(s). It will and advances, and receivables, both present and future, excluding
be sufficient for our Company to delete the name of the deceased NCD therefrom such portion of the receivables secured or to be secured
Holder after obtaining satisfactory evidence of his death. Provided, a third for the purposes of maintaining ‘security cover’ (by whatever name
person may call on our Company to register his name as successor of the called) in connection with all other indebtedness of the Company,
deceased NCD Holder after obtaining evidence such as probate of a will whether by way of loan or debentures or otherwise, under the terms
for the purpose of proving his title to the NCDs. In the event of demise of such other indebtedness which are / will not be offered to other
of the sole or first holder of the NCDs, our Company will recognise the lenders for their credit facilities. Security for the purpose of Secured
executors or administrator of the deceased NCD Holders, or the holder NCDs under the Issue will be created in accordance with the terms
of the succession certificate or other legal representative as having title of the Debenture Trust Deed.
to the NCDs only if such executor or administrator obtains and produces Our Company will create the security for the Secured NCDs in
probate or letter of administration or is the holder of the succession favour of the Debenture Trustee for the NCD Holders on the assets to
certificate or other legal representation, as the case may be, from an ensure 100.00% security cover of the amount outstanding in respect
appropriate court in India. Our Directors, the Board, any committee of of Secured NCDs, including interest thereon, at any time.
the Board or any other person authorised by the Board in their absolute Our Company intends to enter into an agreement with the Debenture
discretion may, in any case, dispense with production of probate or letter Trustee, (‘Debenture Trust Deed’), the terms of which will govern
of administration or succession certificate or other legal representation. In the appointment of the Debenture Trustee and the issue of the
case of death of NCD Holders who are holding NCDs in dematerialised NCDs. Our Company proposes to complete the execution of the
form, third person is not required to approach the Company to register his Debenture Trust Deed before finalisation of the Basis of Allotment
name as successor of the deceased NCD holder. He shall approach the in consultation with the Designated Stock Exchange and utilize the
respective Depository Participant of the NCD Holder for this purpose and funds only after the stipulated security has been created and upon
submit necessary documents as required by the Depository Participant. receipt of listing and trading approval from the Designated Stock
Common form of transfer Exchange.
The Issuer undertakes that there shall be a common form of Under the terms of the Debenture Trust Deed, our Company will
transfer for the Secured NCDs and the provisions of the Companies covenant with the Debenture Trustee that it will pay the NCD Holders
Act, 2013 and all applicable laws including the FEMA and the rules the principal amount on the NCDs on the relevant redemption date
and regulations thereunder shall be duly complied with in respect of and also that it will pay the interest due on NCDs on the rate specified

28 JM FINANCIAL CREDIT SOLUTIONS LIMITED


in the nature of FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS
in this Shelf Prospectus and in the Debenture Trust Deed. fourths of the outstanding amount of the Secured NCDs or with the
The Debenture Trust Deed will also provide that our Company may sanction of a special resolution passed at a meeting of the concerned
withdraw any portion of the security and replace with another asset Secured NCD Holders, provided that nothing in such consent or
of the same or a higher value. resolution shall be operative against us, where such consent or
resolution modifies or varies the terms and conditions governing the
Lien Secured NCDs, if the same are not acceptable to us.
As per the RBI circular dated June 27, 2013, the Company is not 3. In case of Secured NCDs held in (i) dematerialised form, the person
permitted to extend loans against the security of its debentures issued for the time being appearing in the register of beneficial owners of
by way of private placement or public issues. The Company shall the Depository; and (ii) physical form, the registered Secured NCD
have the right of set-off and lien, present as well as future on the Holders or in case of joint-holders, the one whose name stands first
moneys due and payable to the Secured NCD Holders or deposits in the register of debenture holders shall be entitled to vote in respect
held in the account of the Secured NCD Holders, whether in single of such Secured NCDs, either in person or by proxy, at any meeting
name or joint name, to the extent of all outstanding dues by the of the concerned Secured NCD Holders and every such Secured
Secured NCD Holders to the Company, subject to applicable law. NCD Holder shall be entitled to one vote on a show of hands and on
Lien on pledge of Secured NCDs a poll, his/her voting rights on every resolution placed before such
The Company may, at its discretion note a lien on pledge of Secured meeting of the Secured NCD Holders shall be in proportion to the
NCDs if such pledge of Secured NCD is accepted by any thirty party outstanding nominal value of Secured NCDs held by him/her.
bank/institution or any other person for any loan provided to the 4. The Secured NCDs are subject to the provisions of the SEBI
Secured NCD Holder against pledge of such Secured NCDs as part Debt Regulations, the Companies Act, 1956 applicable provisions
of the funding, subject to applicable law. of the Companies Act, 2013, our Memorandum and Articles of
Future Borrowings Association, the terms of the Tranche I Prospectus, the Shelf
We shall be entitled to make further issue of secured or unsecured Prospectus, the terms and conditions of the Debenture Trust
debentures and/or raise term loans or raise further funds subjectto Deed, requirements of the RBI, other applicable statutory and/or
applicable consents, approvals or permissions that may be required regulatory requirements relating to the issue and listing, of securities
under any statutory/regulatory/contractualrequirement,from time and any other documents that may be executed in connection with
to time from any persons, banks, financial institutions or bodies the Secured NCDs.
corporate or any other agency without the consent of, or notification 5. For Secured NCDs in physical form, a register of debenture holders
to or consultation with the holder of Secured NCDs or the Debenture will be maintained in accordance with section 88 of the Companies
Trustee by creating a charge on any assets, provided the stipulated Act, 2013 and all interest and principal sums becoming due and
security cover is maintained. payable in respect of the Secured NCDs will be paid to the registered
Statement of Tax Benefits : holder thereof for the time being or in the case of joint-holders, to the
person whose name stands first in the register of debenture holders
For details, please see Statement of Tax Benefits on page 60 of the Shelf as on the Record Date. For Secured NCDs in dematerialized form,
Prospectus. all interest and principal sums becoming due and payable in respect
of the Secured NCDs will be paid to the person for the time being
OTHER INSTRUCTIONS appearing in the register of beneficial owners of the Depository. In
Secured NCD Holder not a shareholder terms of Section 88(3) of the Companies Act, 2013, the register
The NCD Holders will not be entitled to any of the rights and privileges of beneficial owners maintained by a Depository for any
available to the equity and/or preference shareholders of our Company, Secured NCDs in dematerialized form under Section 11 of the
except to the extent as may be prescribed under the Companies Act, 2013, Depositories Act shall be deemed to be a register of debenture
the SEBI LODR Regulations and any other applicable law. holders for this purpose. The same shall be maintained at
Rights of the Secured NCD Holders the Registered Office of the Issuer under Section 94 of the
Companies Act, 2013 unless the same has been moved to
Some of the significant rights available to the Secured NCD Holders are another location after obtaining the consent of the NCD holders
as follows: as given thereunder.
1. The Secured NCDs shall not, except as provided in the Companies 6. Subject to compliance with RBI requirements, Secured NCDs can
Act, 1956 and Companies Act, 2013 to the extent applicable as on be rolled over only with the consent of the Secured NCD Holders
the date of the Tranche I Prospectus, confer upon the Secured NCD of at least 75.0% of the outstanding amount of the Secured NCDs
Holders thereof any rights or privileges available to our members after providing at least 21 days prior notice for such roll over and in
including the right to receive notices, or to attend and/or vote, at accordance with the SEBI Debt Regulations. Our Company shall
our general meeting. However, if any resolution affecting the rights redeem the debt securities of all the debt securities holders, who
attached to the Secured NCDs is to be placed before the members, have not given their positive consent to the roll-over.
the said resolution will first be placed before the concerned registered
Secured NCD Holders for their consideration. In terms of section The aforementioned rights of the Secured NCD Holders are merely
136 of the Companies Act, 2013 the Secured NCD Holders shall be indicative. The final rights of the Secured NCD Holders will be as per
entitled to inspect a copy of the balance sheet and copy of trust deed the terms of the Tranche I Prospectus, the Shelf Prospectus and the
at the registered office of the Company during business hours. Debenture Trust Deed.
2. Subject to applicable statutory/ regulatory requirements, including Joint-holders
requirements of the RBI, the rights, privileges and conditions Where two or more persons are holders of any Secured NCD(s), they shall
attached to the Secured NCDs may be varied, modified and/or be deemed to hold the same as joint holders with benefits of survivorship
abrogated with the consent in writing of the holders of at least three- subject to other provisions contained in the Articles.

JM FINANCIAL CREDIT SOLUTIONS LIMITED 29


in the nature of FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS
Nomination facility to NCD Holders interest and repayment of principal and they will take necessary action
In accordance with section 72 of the Companies Act, 2013 (read with at our cost.
Rule 19 of the Companies (Share Capital and Debentures) Rules, 2014, Events of Default:
the sole NCD Holder or first NCD Holder, along with other joint NCD Subject to the terms of the Debenture Trust Deed, the Debenture
Holders (being individual(s) may nominate any one person (being an Trustee at its discretion may, or if so requested in writing by the
individual) who, in the event of death of the sole holder or all the joint- holders of at least three-fourths of the outstanding amount of the
holders, as the case may be, shall become entitled to the NCDs. A person, Secured NCDs or with the sanction of a special resolution, passed at
being a nominee, becoming entitled to the NCDs by reason of the death a meeting of the Secured NCD Holders, give notice to our Company
of the NCD Holder(s), shall be entitled to the same rights to which he specifying that the Secured NCDs and/or any particular series
would be entitled if he were the registered holder of the NCD. Where of Secured NCDs, in whole but not in part are and have become
the nominee is a minor, the NCD Holder(s) may make a nomination to due and repayable on such date as may be specified in such notice
appoint, in the prescribed manner, any person to become entitled to the
NCDs, in the event of his death, during the minority. A nomination shall inter alia if any of the events listed below occurs. The description
stand rescinded upon sale of the NCDs by the person nominating. A buyer below is indicative and a complete list of events of default and its
will be entitled to make a fresh nomination in the manner prescribed. consequences will be specified in the Debenture Trust Deed:
When the NCDs are held by two or more persons, the nominee shall (i) default is committed in payment of the principal amount of the
become entitled to receive the amount only on the demise of all such Secured NCDs on the due date(s); and
NCD Holders. Fresh nominations can be made only in the prescribed (ii) default is committed in payment of any interest on the Secured
form available on request at our Registered/ Corporate Office, at such NCDs on the due date(s).
other addresses as may be notified by us, or at the office of the Registrar
to the Issue or the transfer agent. Pre-Issue Advertisement
NCD Holders are advised to provide the specimen signature of the Our Company will issue a statutory advertisement on or before the
nominee to us to expedite the transmission of the NCDs to the nominee in Issue Opening Date. This advertisement will contain the information
the event of demise of the NCD Holders. The signature can be provided as prescribed under the SEBI Debt Regulations and Section 30 of
in the Application Form or subsequently at the time of making fresh the Companies Act, 2013. Material updates, if any, between the date
nominations. This facility of providing the specimen signature of the of filing of the Tranche I Prospectus with the ROC and the date of
nominee is purely optional. release of this statutory advertisement will be included in the statutory
advertisement.
In accordance with the Section 72 read with Rules under Chapter IV of
Companies Act, 2013, any person who becomes a nominee by virtue of Impersonation
the above said Section, shall upon the production of such evidence as Attention of the Applicants is specifically drawn to the provisions of
may be required by our Board, elect either: sub-section (1) of section 38 of the Companies Act, 2013, which is
(a) To register himself or herself as the holder of the NCDs; or reproduced below:
(b) To make such transfer of the NCDs, as the deceased holder could “Any person who:
have done. (a) makes or abets making of an application in a fictitious name to
NCD Holders who are holding NCDs in dematerialised form need not a company for acquiring, or subscribing for, its securities; or
make a separate nomination with our Company. Nominations registered (b) makes or abets making of multiple applications to a company
with the respective Depository Participant of the NCD Holder will in different names or in different combinations of his name or
prevail. If the NCD Holders require to changing their nominations, they surname for acquiring or subscribing for its securities; or
are requested to inform their respective Depository Participant. (c) otherwise induces directly or indirectly a company to allot, or
Further, our Board may at any time give notice requiring any nominee to register any transfer of, securities to him, or to any other person
choose either to be registered himself or herself or to transfer the NCDs, in a fictitious name, shall be liable for action under section
and if the notice is not complied with, within a period of 90 days, our 447.”
Board may thereafter withhold payment of all interests or other monies
payable in respect of the NCDs, until the requirements of the notice have Listing
been complied with. The Secured NCDs proposed to be offered in pursuance of the Shelf
Trustees for the NCD holders Prospectus and the Tranche I Prospectus, will be listed on the BSE.
We have received the in-principle approval vide letter no. DCS/
We have appointed IDBI Trusteeship Services Limited to act as the BM/PI-BOND/3/18-19 dated May 11, 2018 from the BSE. The
Debenture Trustees for the Secured NCD Holders. The Debenture application for listing of the Secured NCDs will be made to the Stock
Trustee and us will execute a Debenture Trust Deed, inter alia, specifying Exchange at an appropriate stage.
the powers, authorities and obligations of the Debenture Trustee and us.
The Secured NCD Holders shall, without further act or deed, be deemed If permissions to deal in and for an official quotation of our Secured
to have irrevocably given their consent to the Debenture Trustee or any NCDs are not granted by the Stock Exchange, our Company will
of its agents or authorised officials to do all such acts, deeds, matters and forthwith repay, without interest, all moneys received from the
things in respect of or relating to the Secured NCDs as the Debenture applicants in pursuance of the Shelf Prospectus. Our Company shall
Trustee may in its absolute discretion deem necessary or require to be ensure that all steps for the completion of the necessary formalities for
done in the interest of the Secured NCD Holders. Any payment made by listing and commencement of trading at the Stock Exchange are taken
us to the Debenture Trustee on behalf of the Secured NCD Holders shall within 12 Working Days from the date of Allotment.
discharge us pro tanto to the Secured NCD Holders. For the avoidance of doubt, it is hereby clarified that in the event of
The Debenture Trustee will protect the interest of the Secured NCD non subscription to any one or more of the Options, such Secured
Holders in the event of default by us in regard to timely payment of NCDs with Option(s) shall not be listed.

30 JM FINANCIAL CREDIT SOLUTIONS LIMITED


in the nature of FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS
Undertaking by the Issuer except for the redemption of the NCDs. Every company required to
We undertake that: create or maintain DRR shall before the 30th day of April of each
a) the complaints received in respect of the Tranche I Issue year, deposit or invest, as the case may be, a sum which shall not be
(except for complaints in relation to Applications submitted to less than 15% of the amount of its debentures maturing during the
Trading Members) shall be attended to by us expeditiously and year ending on the 31st day of March, following any one or more of
satisfactorily; the following methods: (a) in deposits with any scheduled bank, free
from charge or lien; (b) in unencumbered securities of the Central
b) we shall take necessary steps for the purpose of getting the Government or of any State Government; (c) in unencumbered
Secured NCDs listed within the specified time i.e. 12 Working securities mentioned in clauses (a) to (d) and (ee) of section 20 of
Days from the Issue Closing Date.; the Indian Trusts Act, 1882; (d) in unencumbered bonds issued by
c) the funds required for dispatch of refund orders/ allotment any other company which is notified under clause (f) of section 20
advice/ certificates by registered post/ speed post shall be made of the Indian Trusts Act, 1882. The amount deposited or invested,
available to the Registrar by our Company; as the case may be, shall not be utilised for any purpose other than
d) necessary cooperation to the credit rating agencies shall be for the repayment of debentures maturing during the year referred to
extended in providing true and adequate information until the above, provided that the amount remaining deposited or invested, as
debt obligations in respect of the Secured NCDs are outstanding; the case may be, shall not at any time fall below 15% of the amount
e) We shall forward the deails of utilisation of the funds raised of debentures maturing during the 31st day of March of that year.
through the Secured NCDs duly certified by our statutory This may have a bearing on the timely redemption of the NCDs by
auditors, to the Debenture Trustee at the endof each half year; our Company.
f) we shall disclose the complete name and address of the Guarantee/Letter of Comfort
Debenture Trustee in our annual report; The Tranche I Issue is not backed by a guarantee or letter of comfort
g) we shall provide a compliance certificate to the Debenture or any other document and/or letter with similar intent.
Trustee (on an annual basis) in respect of compliance with the Revision of Applications
terms and conditions of issue of Secured NCDs as contained in As per the notice No: 20120831-22 dated August 31, 2012 issued
the Shelf Prospectus and the Tranche I Prospectus; and by the BSE, cancellation of one or more orders (series) within an
h) we shall make necessary disclosures/ reporting under any other Application is permitted during the Issue Period as long as the total
legal or regulatory requirement as may be required by our order quantity does not fall under the minimum quantity required for
Company from time to time. a single Application. Please note that in case of cancellation of one
Ranking of the Secured NCDs or more orders (series) within an Application, leading to total order
The Secured NCDs would constitute secured obligations of ours and quantity falling under the minimum quantity required for a single
shall rank pari passu inter se, and subject to any obligations under Application will be liable for rejection by the Registrar.
applicable statutory and/or regulatory requirements, shall also, with Applicants may revise/ modify their Application details during
regard to the amount invested, be secured by way of a first pari passu the Issue Period, as allowed/permitted by the stock exchange(s),
charge on the identified immovable property and pari passu charge on by submitting a written request to the Lead Managers/ Trading
book debts, loans and advances, and receivables, both present and future Members of the Stock Exchange/ the SCSBs, as the case may be.
which are not offered to Banks for their credit facilities. The Secured However, for the purpose of Allotment, the date of original upload
NCDs proposed to be issued under the Tranche I Issue and all earlier of the Application will be considered in case of such revision/
issues of debentures outstanding in the books of our Company having modification. In case of any revision of Application in connection
corresponding assets as security, shall rank pari passu without preference with any of the fields which are not allowed to be modified on the
of one over the other except that priority for payment shall be as per electronic Application platform of the Stock Exchange(s) as per
applicable date of redemption. the procedures and requirements prescribed by each relevant Stock
The Company is required to obtain permissions / consents from the Exchange, Applicants should ensure that they first withdraw their
prior creditors for proceeding with this Issue. The Company had original Application and submit a fresh Application. In such a case
applied to the prior creditors for such permissions / consents and the date of the new Application will be considered for date priority
has obtained all permissions / consents from such creditors thereby for Allotment purposes.
enabling it to file the Shelf Prospectus and the Tranche I Prospectus. Revision of Applications is not permitted after the expiry of the
Debenture Redemption Reserve time for acceptance of Application Forms on Issue Closing Date.
Section 71 of the Companies Act, 2013, read with Rule 18 made However, in order that the data so captured is accurate, the Lead
under Chapter IV of the Companies Act, 2013, requires that any Managers, Trading Members of the Stock Exchange and the
company that intends to issue debentures must create a DRR for Designated Branches of the SCSBs will be given up to one Working
the purpose of redemption of debentures, in accordance with the Day after the Issue Closing Date to modify/ verify certain selected
following conditions: (a) the DRR shall be created out of the profits of fields uploaded in the online system during the Issue Period, after
the company available for payment of dividend, (b) the DRR shall be which the data will be sent to the Registrar for reconciliation with the
equivalent to at least 25% of the value of the outstanding debentures data available with the NSDL and CDSL.
issued pursuant to the public issue in accordance with the SEBI Debt Jurisdiction
Regulations in case of NBFCs registered with the RBI no DRR is Exclusive jurisdiction for the purpose of the Tranche I Issue is with the
required in the case of privately placed debentures. Accordingly, our competent courts of jurisdiction in Mumbai, India.
Company is required to create a DRR of 25% of the value of the
outstanding NCDs issued through thisTranche I Issue. In addition, Minimum Subscription
as per Rule 18 (7) (e) under Chapter IV of the Companies Act, 2013, If our Company does not receive the minimum subscription of 75 % of
the amounts credited to DRR shall not be utilised by our Company the Base Issue, being ` 2,250 million, prior to the Issue Closing Date

JM FINANCIAL CREDIT SOLUTIONS LIMITED 31


in the nature of FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS
for the respective tranche issue, the entire subscription amount shall be B Issued, subscribed and paid-up share capital
refunded to the Applicants within 12 Working Days from the date of
closure of the Tranche I Issue.The refunded subscription amount shall be 24,99,500 Equity Shares of ` 10.00 each 2,49,95,000.0
credited only to the account from which the relevant subscription amount C Securities Premium Account 881,15,52,215.0
was remitted In the event, there is a delay, by the Issuer in making the Note: Out of the above issued, subscribed and paid up share capital,
aforesaid refund, the Company will pay interest at the rate of 15% per 150 Equity Shares are held in physical form.
annum for the delayed period.
This Issue will not result in any change of the paid up share capital
Under Section 39(3) of the Companies Act 2013 read with Rule 11(2) and Securities Premium Account of the Company.
of the Companies (Prospectus and Allotment of Securities) Rules,
2014 if the stated minimum subscription amount is not received For further details, please refer to section titled “Capital Structure”
within the specified period, the application money received is to be on page 51 of the Shelf Prospectus.
credited only to the bank account from which the subscription was OUR PROMOTER
remitted. To the extent possible, where the required information for
making such refunds is available with the Company and/or Registrar, The Promoter of the Company is JM Financial Limited. For further
refunds will be made to the account prescribed. However, where the details, please refer to section titled “Our Promoter” on page 110 of
Company and/or Registrar does not have the necessary information the Prospectus.
for making such refunds, the Company and/or Registrar will follow Our MANAGEMENT
the guidelines prescribed by SEBI in this regard including its circular
(bearing CIR/IMD/DF-1/20/2012) dated July 27, 2012. The general superintendence, direction and management of our
affairs and business are vested in our Board of Directors.
DETAILS PERTAINING TO THE COMPANY As of the date of the Shelf Prospectus, the Company had 6 (six)
HISTORY AND MAIN OBJECTS Directors on the Board, out of which two Directors are Independent
Directors.
Brief background of our Company
Our Company was originally incorporated at Mumbai, Maharashtra Name, Designation, DIN, Date of Age Other Directorships
on May 15, 1980, as a public limited company, under the provisions Appointment and Address
of the Companies Act, 1956 with registration number 22644 of Mr. Vikram Pandit Age: 61 1. Bombardier, Inc.
1980, with the name “FICS Consultancy Services Limited”. Our Designation: Non-Executive Chairman years 2. Virtusa Corporation
Company also received a certificate for commencement of business (Nominee Director)
on May 24, 1980. Subsequently, by way of a fresh certificate of Address: 310 East 53rd Street Apartment
incorporation dated March 04, 2015 issued by the Registrar of #29C, New York 10022, United States
Companies,  Mumbai,  Maharashtra, our Company’s name was Nationality: USA
changed to “JM Financial Credit Solutions Limited”. Our Company Date of Appointment: January 6, 2015
has obtained a certificate of registration dated August 27, 2003 bearing Term: Five years commencing from
registration no. B-13.01681 issued by the RBI to carry on the activities January 6, 2015
of a non-banking financial company without accepting public DIN: 07062676
deposits under Section 45 IA of the RBI Act, 1934. Our Company is Mr. Hariharan Aiyar Age: 50 1. SV India Opportunities
a Systemically Important Non-Deposit taking Non-Banking Financial Designation: Non-Executive Vice years Advisors Private
Company (NBFC). For further details regarding the Promoter and the Chairman (Nominee Director)) Limited
group companies please refer to “Our Promoters” at page 110 of the Address: 1501, 15th Floor, Lodha Costiera,
Shelf Prospectus. Nepean Sea Road, Mumbai 400 036,
The equity shares of our Company were previously listed on BSE. Maharashtra, India
With effect from April 18, 2013, the trading of equity shares of Nationality: USA
the Company was discontinued, pursuant to the Company having Date of Appointment: November 20, 2014
complied with the formalities for voluntary delisting equity shares Term: Liable to retire by rotation in
under the SEBI (Delisting of Equity Shares) Regulations, 2009. accordance with the provisions of Section
For further details, refer to ‘History and Main Objects’ beginning on 152 of the Companies Act, 2013
page no. 99 of the Shelf Prospectus DIN: 01374306
Mr. V P Shetty Age: 70 1. JM Financial Products
CAPITAL STRUCTURE Designation: Non-Executive Director years Limited
Details of share capital (Nominee Director) 2. JM Financial Asset
Address: B-1802, 18th Floor, Ansal Reconstruction
The share capital of our Company as of the date of the Shelf Heights, G.M. Bhosale Marg, Worli Naka, Company Limited
Prospectus is set forth below: Worli, Mumbai 400 018, Maharashtra, India 3. JM Financial Home
Nationality:Indian Loans Limited
Amount in ` Date of Appointment: July 15, 2014 4. JM Financial Asset
A Authorised share capital Term: Liable to retire by rotation in Management Limited
30,00,000 Equity Shares of ` 10.00 each 3,00,00,000.0 accordance with the provisions of Section
152 of the Companies Act, 2013
20,00,000 Preference Shares of ` 10.00 each 2,00,00,000.0 DIN: 00021773
TOTAL 5,00,00,000.0

32 JM FINANCIAL CREDIT SOLUTIONS LIMITED


in the nature of FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

Name, Designation, DIN, Date of Age Other Directorships GROUP COMPANIES/SUBSIDIARIES


Appointment and Address
As on the date of the Shelf Prospectus and Tranche 1 Prospectus our
Ms. Dipti Neelakantan Age: 59 1. JM Financial Services Company has no subsidiary or associate company.
Designation: Non-Executive Director years Limited
(Nominee Director) 2. JM Financial LONG TERM DEBT TO EQUITY RATIO
Address: 1203A, Birchwood, Hiranandani Institutional Securities Debt to equity ratio
Gardens, Powai, Mumbai 400 076, Limited
Maharashtra, India 3. Infinite India Investment The debt to equity ratio prior to this Issue is based on a total outstanding
Nationality:Indian Management Limited debt of ` 55,488.0 million and shareholder funds amounting to `
Date of Appointment: October 28, 2015 4. Kampani Consultants 17,415.6 million as on March 31, 2018. The debt to equity ratio post
Term: Liable to retire by rotation in Limited the Issue (assuming subscription of NCDs aggregating to ` 20,000
accordance with the provisions of Section million) would be 4.33 times, based on a total outstanding debt of `
152 of the Companies Act, 2013 55,488.0 million and shareholders funds of ` 17,415.6 million as on
DIN:00505452 March 31, 2018.
Mr. Darius E Udwadia Age: 78 1. ABB India Limited (in ` million)
Designation: Independent Director years 2. C o n s e r v a t i o n Particulars Prior to the Issue Post the Issue
Address: Empress Court, 142, M-Karve Corporation of India (as of March 31, 2018)
Road, Mumbai 400 020, Maharashtra, India Private Limited
Nationality:Indian 3. Concast (India) Limited Long Term borrowings 47,084.3 67,084.3
Date of Appointment: July 16, 2015 4. Habasit Iakoka Private Short Term borrowings 8,403.7 8,403.7
Term: Five years commencing from July Limited
16, 2015 5. ITD Cementation India Total Debt 55,488.0 75,488.0
DIN:00009755 Limited Share Capital 25.0 25.0
6. JM Financial Limited Reserves 17,390.6 17,390.6
7. JM Financial Trustee
Company Private Less: Miscellaneous Expenditure (to
Limited the extent not written off or adjusted)
8. MPS Limited Total Shareholders’ Funds 17,415.6 17,415.6
9. Quantum Advisors
Private Limited Debt Equity Ratio (No. of Times)# 3.2 4.3
10. Rossi Gearmotors
#
The debt-equity ratio post the Issue is indicative and is on account
(India) Private Limited of assumed inflow of ` 20,000 million from the Issue in the secured
11. The Bombay Burmah debt category as on March 31, 2018. The actual debt-equity ratio
Trading Corporation post the Issue would depend upon the actual position of debt and
Limited equity on the date of allotment.
Dr. Anup Shah Age: 41 1. Claris Lifesciences For details on the total outstanding debt of our Company, please refer
Designation: Independent Director years Limited to the section titled “Disclosures on Existing Financial Indebtedness”
Address: Suite 8, Jal Kiran, Cuffe Parade, 2. Jaicorp Limited beginning on page 118 of the Shelf Prospectus.
Mumbai 400 005, Maharashtra, India 3. JM Financial Capital It is clarified that no securities including shares of the Company were
Nationality: USA Limited either purchased or sold by the Promoter, Promoter group, Directors
Date of Appointment: March 29, 2016 4. JM Financial Services of the Company and their relatives within 6 months immediately
Term: Five years commencing from March Limited preceding the date of the Shelf Prospectus.
29, 2016 5. K n o w h o w h u b . c o m There is no change in the Promoter holding in our Company during
DIN: 00293207 Private Limited the last financial year. However, the total promoter holding in terms
6. Landmark Business of percentage reduced from 50.7039% to 50.0100% pursuant to
Service Centre Private conversion of 34,204 CCPS held by Ms. Aparna Aiyar into equal
Limited number of Equity Shares of the Company. Further, the Promoter
7. Macro Investment and holding is in compliance with the threshold limit of beyond 26% as
Financial Consultants prescribed by RBI.
Private Limited
8. Marathon Nextgen The Company does not have an ESOP Scheme in place.
Realty Limited
9. Mahindra Susten FINANCIAL HIGHLIGHTS OF THE COMPANY
Private Limited
10. Prince Pipes and Parameters Fiscal 2016 Fiscal 2017 Fiscal 2018
Fittings Limited (` million, except number of accounts /
11. Health and Education groups)
Foundation Networth 11,360.2 14,132.7 17,415.6
12. Jaicorp Welfare
Foundation Total debt
For further details relating to Management, please refer ‘Our i) Non current maturities of 19,569.7 25,675.7 36,133.2
Management’ on page no. 101 of the Shelf Prospectus. long term borrowings

JM FINANCIAL CREDIT SOLUTIONS LIMITED 33


in the nature of FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

Parameters Fiscal 2016 Fiscal 2017 Fiscal 2018 years immediately preceding the year of the issue of the
Shelf Prospectus and any direction issued by such Ministry
(` million, except number of accounts / or Department or statutory authority upon conclusion of such
groups) litigation or legal action;
ii) Short term borrowings 8,180.5 8,525.2 8,403.7 (d) pending proceedings initiated against our Company for
iii) Current maturities of long 1,939.3 7,181.4 10,950.8 economic offences and default; and
term borrowings (e) inquiries, inspections or investigations initiated or conducted
Net fixed assets 3.1 8.5 6.7 under the Companies Act, 2013 or any previous companies law
Non current assets* 33,253.1 38,913.3 48,501.9 in the last five years immediately preceding the year of issue of
the Shelf Prospectus against our Company.
Cash and cash equivalents 1,018.6 17.0 1,183.4 Litigation against our Promoter
Current investments - - - Tax proceedings:
Current assets 8,814.6 17,998.1 26,309.8 The Income-Tax department (“IT Department”) passed an
Current liabilities 10,885.6 16,662.9 20,509.2 assessment order against our Promoter, JMFL, for treating sale of
equity shares of JM Morgan Stanley Securities Private Limited
Assets under management - - - (“JMMS Securities”) in Fiscal 2008 as capital gains. JMFL had
Off balance sheet assets - - - also claimed a long term capital loss of ` 549.0 million and short
Interest income from funding 4,683.6 7,077.4 8,697.5 term capital loss of ` 4,654.4 million from the sale of equity shares
activities of JM Financial Products Private Limited (“JMFPPL”). The IT
Department, by way of its assessment order dated March 14, 2014,
Interest expense 1,746.8 3,122.6 3,916.6 treated our gain from the sale of equity shares of JMMS Securities as
Provisioning and write – offs 76.7 76.0 167.9 business income and also disallowed JMFL’s claim for set-off of the
capital loss from the sale of shares of JMFPPL, and raised demands
PAT 1,975.4 2,772.5 3,282.9 aggregating to ` 3,471.9 million. Pursuant to an appeal filed by
Gross NPA (%) - - 1.0% our Promoter, JMFL, the Commissioner of Income-Tax (Appeals)
Net NPA (%) - - 0.9% (“CIT(A)”) held that the gain from the sale of equity shares of
JMMS Securities is to be treated as capital gain and disallowed the
Tier I Capital Adequacy Ratio (%) 26.8% 24.5% 22.0% set-off of capital loss from sale of equity shares of JMFPPL. Our
Tier II Capital Adequacy Ratio (%) 0.3% 0.4% 0.4% Promoter, JMFL has appealed against the order of the CIT(A) for
disallowance of claim of set-off of loss from sale of equity shares
Our Net Total Income and Profit after Tax increased at a CAGR of of JMFPPL before the Income Tax Appellate Tribunal (“ITAT”).
84.6% and 88.8%, respectively from Fiscal 2015 to Fiscal 2018. In Simultaneously, the IT Department has also appealed against the
addition, our Loan Book also increased at a CAGR of 58.5% from CIT(A)’s order for treating the gain from the sale of equity shares of
Fiscal 2015 to Fiscal 2018. JMMS Securities as capital gain before the ITAT. These matters are
For further details, please refer to the section titled “Financial currently pending.
Information” on page 207 of the Shelf Prospectus.
MATERIAL DEVELOPMENTS
LEGAL AND OTHER INFORMATION There are no other recent developments in relation to our Company
PENDING PROCEEDINGS AND STATUTORY DEFAULTS as disclosed in the sections titled “Risk Factors”, “Capital Structure”,
As on the date of the Shelf Prospectus, there are no defaults in “About the Issuer and Industry Overview”, “Our Business”,
meeting statutory dues, institutional dues, and towards holders of “History and Main Objects”, “Our Management”, “Disclosures on
instrument like debentures, etc., by our Company. Existing Financial Indebtedness” “Financial Information”, “Pending
Proceedings and Statutory Defaults”, “Regulations and Policies”,
The NCD Public Issue Committee of our Company in their meeting “Material Developments” and “Summary of Key Provisions of
held on May 4, 2018, adopted a threshold for determination of Articles of Association” in the Shelf Prospectus which would make
materiality for disclosure of litigations under the Shelf Prospectus them misleading in any material respect.
and the Tranche Prospectus(es).
All disclosures made in the Tranche I Prospectus, read together with
Save as disclosed below, there are no pending proceedings pertaining the Shelf Prospectus as the “Prospectus” with respect to the Tranche
to: I Issue are true, fair and adequate to enable the investors to make a
(a) matters likely to affect operations and finances of our Company, well informed decision as to the investment in the proposed Tranche
promoter, director, Group companies, or any other person, whose I Issue. The Prospectus is true and correct in all material respects
outcome could have a material adverse effect on the Company, and is not misleading in any material respect, that the opinions and
including disputed tax liabilities and contingent liabilities of any intentions expressed herein are honestly held and that there are no
nature; and other material facts, the omission of which makes the Prospectus
(b) criminal prosecution launched against our Company and the as a whole or any such information or the expression of any such
Directors for alleged offences under the enactments specified in opinions or intentions misleading in any material respect.
Paragraph 1 of Part I of Schedule V to the Companies Act, 2013
OTHER REGULATORY AND STATUTORY DISCLOSURES
(c) litigation or legal action pending or taken by any Ministry
or Department of the Government or a statutory authority Authority for the Tranche I Issue
against any Promoter of our Company during the last five At the meeting of the Board of Directors of our Company, held on

34 JM FINANCIAL CREDIT SOLUTIONS LIMITED


in the nature of FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS
April 30, 2018, the Directors approved the issuance to the public of SHELF PROSPECTUS WILL BE SUITABLY ADDRESSED
Secured NCDs of face value ` 1,000 each and Unsecured NCDs of BEFORE FILING THE SHELF PROSPECTUS AND THE
face value ` 1,000 each, aggregating up to ` 20,000 million. The TRANCHE I PROSPECTUS AND TO THIS EFFECT, HAVE
Unsecured NCDs shall be in the nature of subordinated debt and FURNISHED TO SEBI A DUE DILIGENCE CERTIFICATE
shall be eligible for inclusion as Tier II Capital. DATED MAY 16, 2018 WHICH READS AS FOLLOWS:
The Issue through the Shelf Prospectus of Secured NCDs of face 1. WE CONFIRM THAT NEITHER THE ISSUER NOR
value of ` 1,000 each and Unsecured NCDs, of face value of ` 1,000 ITS PROMOTERS OR DIRECTORS HAVE BEEN
each, aggregating up to ` 20,000 million (“Shelf Limit”) is approved PROHIBITED FROM ACCESSING THE CAPITAL
by NCD Public Issue Committee meeting dated May 04, 2018. MARKET UNDER ANY ORDER OR DIRECTION
The present Tranche I Issue through the Tranche I Prospectus is of PASSED BY THE BOARD. WE ALSO CONFIRM
Secured NCDs for an amount up to ` 3,000 million, with an option THAT NONE OF THE INTERMEDIARIES NAMED IN
to retain oversubscription up to the Shelf Limit was approved by the THE PROSPECTUS HAVE BEEN DEBARRED FROM
NCD Public Issue Committee at its meeting dated May 14, 2018. FUNCTIONING BY ANY REGULATORY AUTHORITY.
Further, the present borrowing is within the borrowing limits under 2. WE CONFIRM THAT ALL THE MATERIAL
Section 180(1)(c) of the Companies Act, 2013 duly approved by the DISCLOSURES IN RESPECT OF THE ISSUER HAVE
shareholders’ vide their resolution dated April 30, 2018. BEEN MADE IN THE OFFER DOCUMENT AND
CERTIFY THAT ANY MATERIAL DEVELOPMENT
Prohibition by SEBI IN THE ISSUE OR RELATING TO THE ISSUE UP TO
Our Company, persons in control of our Company and/or our THE COMMENCEMENT OF LISTING AND TRADING
Promoters and/or our Directors have not been restrained, prohibited OF THE NCDS OFFERED THROUGH THE ISSUE
or debarred by SEBI from accessing the securities market or dealing SHALL BE INFORMED THROUGH PUBLIC NOTICES/
in securities and no such order or direction is in force. Further, no ADVERTISEMENTS IN ALL THOSE NEWSPAPERS
member of our Promoter group has been prohibited or debarred by IN WHICH PRE-ISSUE ADVERTISEMENT AND
SEBI from accessing the securities market or dealing in securities ADVERTISEMENT FOR OPENING OR CLOSURE OF
due to fraud. THE ISSUE SHALLBE GIVEN.
Disclaimer Clause of SEBI 3. WE CONFIRM THAT THE PROSPECTUS CONTAINS
IT IS TO BE DISTINCTLY UNDERSTOOD THAT ALL DISCLOSURES AS SPECIFIED IN THE
SUBMISSION OF OFFER DOCUMENT TO THE SECURITIES SECURITIES AND EXCHANGE BOARD OF INDIA
AND EXCHANGE BOARD OF INDIA (SEBI) SHOULD NOT (ISSUE AND LISTING OF DEBT SECURITIES)
IN ANY WAY BE DEEMED OR CONSTRUED THAT THE REGULATIONS, 2008 AS AMENDED.
SAME HAS BEEN CLEARED OR APPROVED BY SEBI. 4. WE ALSO CONFIRM THAT ALL RELEVANT
SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER PROVISIONS OF THE COMPANIES ACT, 2013,
FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR AS AMENDED AND TO THE EXTENT NOTIFIED,
THE PROJECT FOR WHICH THE ISSUE IS PROPOSED SECURITIES CONTRACTS, (REGULATION) ACT, 1956,
TO BE MADE OR FOR THE CORRECTNESS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA ACT,
STATEMENTS MADE OR OPINIONS EXPRESSED IN THE 1992 AND THE RULES, REGULATIONS, GUIDELINES,
OFFER DOCUMENT. THE LEAD MERCHANT BANKERS, CIRCULARS ISSUED THEREUNDER ARE COMPLIED
A. K. CAPITAL SERVICES LIMITED, JM FINANCIAL WITH.
LIMITED*, EDELWEISS FINANCIAL SERVICES LIMITED 5. WE CONFIRM THAT NO COMMENTS/COMPLAINTS
AND TRUST INVESTMENT ADVISORS PRIVATE LIMITED WERE RECEIVED ON THE DRAFT SHELF
AND, HAVE CERTIFIED THAT DISCLOSURES MADE IN PROSPECTUS DATED MAY 4, 2018 FILED WITH BSE
THE OFFER DOCUMENT ARE GENERALLY ADEQUATE
AND ARE IN CONFORMITY WITH THE SEBI (ISSUE AND LIMITED, ALSO BEING THE DESIGNATED STOCK
LISTING OF DEBT SECURITIES) REGULATIONS, 2008 IN EXCHANGE.
FORCE FOR THE TIME BEING. THIS REQUIREMENT IS *In compliance with the proviso to Regulation 21A(1) of the
TO FACILITATE INVESTORS TO TAKE AN INFORMED Securities and Exchange Board of India (Merchant Bankers)
DECISION FOR MAKING INVESTMENT IN THE Regulations, 1992, as amended, read with proviso to Regulation
PROPOSED ISSUE. 5(3) of the SEBI ICDR Regulations, JM Financial Limited will be
IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT involved only in marketing of the Issue.
WHILE THE ISSUE IS PRIMARILY RESPONSIBLE Disclaimer Clause of the BSE
FOR CORRECTNESS, ADEQUACY AND DISCLSOURE BSE Limited (“the Exchange”) has given, vide its letter dated
OF ALL RELEVANT INFORMATION IN THE OFFER May 11, 2018, permission to this Company to use the Exchange’s
DOCUMENT, THE LEAD MERCHANT BANKERS ARE name in this offer document as one of the stock exchanges on
EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE which this company’s securities are proposed to be listed. The
THAT THE ISSUER DISCHARGES ITS RESPONSIBILITY Exchange has scrutinized this offer document for its limited
ADEQUATELY IN THIS BEHALF AND TOWARDS THIS internal purpose of deciding on the matter of granting the
PURPOSE, THE LEAD MERCHANT BANKERS, A. K. aforesaid permission to this Company. The Exchange does not
CAPITAL SERVICES LIMITED, JM FINANCIAL LIMITED, in any manner:
EDELWEISS FINANCIAL SERVICES LIMITED AND
TRUST INVESTMENT ADVISORS PRIVATE LIMITED AND a) warrant, certify or endorse the correctness or completeness
CONFIRM THAT COMMENTS RECEIVED ON THE DRAFT of any of the contents of this offer document; or

JM FINANCIAL CREDIT SOLUTIONS LIMITED 35


in the nature of FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS
b) warrant that this Company’s securities will be listed or will deemed immaterial, actually occur, our business, financial condition
continue to be listed on the Exchange; or and result of operation could suffer, the trading price of the NCDs
c) take any responsibility for the financial or other soundness could decline and you may lose all or part of your interest and/or
of this Company, its promoters, its management or any redemption amounts. The risks and uncertainties described in this
scheme or project of this Company; section are not the only risks that we currently face. Additional risks
and uncertainties not known to us or that we currently believe to be
And it should not for any reason be deemed or construed immaterial may also have an adverse effect on our business, results
that this offer document has been cleared or approved by the of operations and financial condition.
Exchange. Every person who desires to apply for, or otherwise
acquires any securities of this Company may do so pursuant to Unless otherwise stated in the relevant risk factors set forth below,
Independent inquiry, investigation and analysis and shall not we are not in a position to specify or quantify the financial or other
have any claim against the Exchange whatsoever by any reason implications of any of the risks mentioned herein. The ordering of the
of any loss which may be suffered by such person consequent to risk factors is intended to facilitate ease of reading and reference and
or in connection with such subscription/acquisition whether by does not in any manner indicate the importance of one risk factor
reason of anything stated or omitted to be stated herein or for over another.
any other reason whatsoever. The Shelf Prospectus contains forward looking statements that
Disclaimer Clause of the RBI involve risk and uncertainties. Our Company’s actual results could
differ materially from those anticipated in these forward looking
THE COMPANY IS HAVING A VALID CERTIFICATE OF statements as a result of several factors, including the considerations
REGISTRATION DATED AUGUST  2003 ISSUED BY
27,  described below and elsewhere in the Shelf Prospectus.
THE RESERVE BANK OF INDIA UNDER SECTION 45 IA
OF THE RESERVE BANK OF INDIA ACT, 1934. HOWEVER, Unless otherwise indicated, the financial information included
THE RBI DOES NOT ACCEPT ANY RESPONSIBILITY OR herein is based on our Audited Financial Statements for Fiscal 2014,
GUARANTEE ABOUT THE PRESENT POSITION AS TO 2015, 2016, 2017 and 2018, included in the Shelf Prospectus.
THE FINANCIAL SOUNDNESS OF THE COMPANY OR FOR INTERNAL RISK FACTORS
THE CORRECTNESS OF ANY OF THE STATEMENTS OR 1. Our Promoter is involved in certain tax proceedings that if
REPRESENTATIONS MADE OR OPINIONS EXPRESSED determined against the Promoter, could have a material
BY THE COMPANY AND FOR REPAYMENT OF DEPOSITS/ adverse effect on our business, financial condition and results
DISCHARGE OF LIABILITY BY THE COMPANY. IT of operations.
IS DISTINCTLY UNDERSTOOD THAT The Shelf
PROSPECTUS SHOULD NOT IN ANY WAY BE DEEMED OR 2. Any volatility in interest rates could adversely affect our
CONSTRUED TO BE APPROVED OR VETTED BY RBI. net interest margin, financial performance and results of
operations.
Track record of past public issues handled by the Lead Managers
3. If we are unable to continue to benefit from our relationship
The track record of past issues handled by the Lead Managers, with our Promoter and the “JM Financial” brand, our
as required by SEBI circular number CIR/MIRSD/1/2012 dated business and results of operations may be adversely affected.
January 10, 2012, are available at the following websites:
4. We operate in an increasingly competitive financial services
Name of lead manager Website industry, which creates significant pricing pressures and may
A. K. Capital Services Limited www.akgroup.co.in adversely affect our net interest margins, income and market
share. Further, our growth depends on our ability to compete
JM Financial Limited* www.jmfl.com effectively in this competitive environment.
Edelweiss Financial Services Limited www.edelweissfin.com 5. We are a non-deposit taking systematically important non-
Trust Investment Advisors Private Limited www.trustgroup.in banking finance company i.e. NBFC-ND-SI and therefore we
* In compliance with the proviso to Regulation 21A(1) of the are subject to supervision and regulation by the RBI, as an
Securities and Exchange Board of India (Merchant Bankers) NBFC-ND-SI, and other regulatory authorities. We operate
Regulations, 1992, as amended, read with proviso to Regulation in highly regulated business and are subject to various laws
5(3) of the SEBI ICDR Regulations, JMFL will be involved only in and regulations and regulatory investigations. Changes in the
marketing of the Issue. RBI’s regulations and other regulations, and the regulation
Please refer chapter titled “Other Regulatory and Statutory governing our Company or the industry in which our Company
Disclosure” beginning from page 84 of the Tranche 1 Prospectus. operates may have a material adverse effect on our business,
financial condition or results of operation.
RISK FACTORS 6. Our ability to borrow from various banks may be restricted on
The risk factors set forth below do not purport to be complete or account of guidelines issued by the RBI imposing restrictions
comprehensive in terms of all the risk factors that may arise in on banks in relation to their exposure to NBFCs which could
connection with our business or any decision to purchase, own have an impact on our business and could affect our growth,
or dispose off the NCDs. Prospective investors should carefully margins and business operations.
consider the risks and uncertainties described below, in addition to 7. Non-compliance with RBI inspection/ observations may have
the other information contained in the Shelf Prospectus including a material adverse effect on our business, financial condition
the section titled “Our Business” and “Financial Information” or results of operation. Our overseas operations are also
at pages 83 and 207 of the Shelf Prospectus respectively, before subject to inspections from regulators in such jurisdictions.
making any investment decision relating to the NCDs. If any of the Any adverse observations from such regulators could have a
following risks or other risks that are not currently known or are now

36 JM FINANCIAL CREDIT SOLUTIONS LIMITED


in the nature of FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS
material adverse effect on our business, financial condition or they operate or the economy in general will adversely affect
results of operation. our results of operation.
8. Our loan portfolio is significantly exposed to real estate which 20. We also extend loans to real estate developers for acquisition
may lead to an increase in its impairment losses and adversely of land parcels which are at a nascent stage and have not
affect our financial condition and results of operations. received regulatory approvals with respect to development of
9. We are significantly dependent on and exposed to risks such land parcels.
emanating from economic, regulatory and other changes in 21. An inability to effectively manage and sustain our rate of
the Mumbai Metropolitan Region, which if we are unable growth, or maintain operational efficiencies, may adversely
to manage successfully may have an adverse effect on our affect our business and we may not be able to increase our
revenues, cash flows, profits and financial condition. revenues or maintain our profitability.
10. Our Company may experience difficulties in expanding 22. Our business is dependent on the JM Financial group’s
its business into new regions and markets in India and goodwill and ‘JM Financial’ brand name. Any adverse impact
introducing its complete range of products in each of its on the brand name ‘JM Financial’ or any change in control
branches. of the JM Financial group or any other factor affecting the
11. The real estate industry in India has witnessed significant business and reputation of the JM Financial group may have
downturns in the past, and any significant downturn in the a concurrent adverse effect on our reputation, business and
future or any adverse developments in the real estate sector results of operations.
could adversely affect our business, financial condition and 23. Our business operations are reliant on our information
results of operations. technology and telecommunication systems. Any failure of or
12. Any downgrade in credit ratings could increase interest rates disruptions/ security breach in our systems, inability to adapt
for refinancing outstanding debt, which would increase to the technological changes could have an adverse impact on
financing costs, and adversely affect future issuances of debt our business, operations and financial condition.
and the ability to borrow on a competitive basis, which could 24. We are exposed to significant credit risk in our business
adversely affect our business, financial condition, results of operations which may expose us to significant losses and
operations and cash flows. adversely affect our business and results of operations.
13. Our business requires substantial funds, and any disruption 25. Our risk management measures and internal controls, may
in funding sources or an increase in the average cost of not be fully effective in mitigating our risks in all market
borrowings could have a material adverse effect on our environments or against all types of risks, which may adversely
liquidity and financial condition. affect our business and financial performance.
14. Any default and late or non-payment by from our customers 26. We are dependent on our senior management and other key
could adversely affect our business, results of operations personnel as well as certain intermediaries, and the loss of, or
and financial condition. Any such defaults and late or non- our inability to attract or retain, such persons could adversely
payments would result in provisions or write-offs in our affect our business, results of operations, financial condition
financial statements which may materially and adversely and cash flows.
affect our asset quality, cash flows and profitability. 27. Unsecured loans that we may provide could be susceptible
15. Increase in NPA levels due to customer defaults could impact to certain operational and credit risks which may result in
the quality of our portfolio and our business may be adversely increased levels of NPAs which may adversely affect our
affected if we are unable to provide for such higher levels of business, prospects, results of operations and financial
NPAs. condition.
16. We may not be able to recover our secured loans on a timely 28. We have a high concentration of loans to certain customer
basis, or at all, and the full value of collateral or amounts which groups. If a substantial portion of these loans were to become
are sufficient to cover the outstanding amounts due under non-performing, the quality of our credit portfolio could be
such defaulted loans. Our inability to recover outstanding adversely affected.
amounts under loans may adversely affect our business. 29. We may not be able to detect money-laundering and other
17. We derive majority/substantial of our revenues from our top illegal or improper activities in a comprehensive manner or
20 borrowers. Our inability to maintain relationship with such on a timely basis, which could expose us to additional liability
borrower or any default and non-payment in future or credit and harm our business or reputation.
losses of our single borrower or group exposure where we 30. We rely on third-party intermediaries and service providers
have a substantial exposure could materially and adversely who may not perform their obligations satisfactorily or in
affect our business, future financial performance and results compliance with law. Any such non-compliance with law or
of operations. unsatisfactory service by the third-party intermediaries and
18. Our Company is currently not in possession of certain of service providers engaged by us for certain services could have
its secretarial records and filings for the period during the an adverse impact on our business and results of operations.
Fiscal 1981. Accordingly, we cannot assure you that our 31. We are subject to regulations in relation to minimum capital
Company will not be subject to any action, including monetary adequacy requirements and a decline in our CRAR may
penalties, by the relevant regulatory authority in this regard. require us to raise fresh capital which may not be available
19. We have significant exposure to real estate loans and any on favourable terms, or at all, which may affect our business,
impact on their financial performance or the sector in which prospects, results of operations and financial condition. A
decline in our capital adequacy ratio could also restrict our

JM FINANCIAL CREDIT SOLUTIONS LIMITED 37


in the nature of FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS
future business growth. significantly impact its financial statements in future reporting
32. We may face asset-liability mismatches that could adversely periods
affect our cash flows, financial condition and results of 47. Our office locations are not registered in our name and are
operations. located on leased premises. There can be no assurance that
33. If we are not able to obtain, renew or maintain our statutory these lease agreements will be renewed upon termination or
and regulatory permits and approvals required to operate our that we will be able to obtain other premises on lease on same
business it may have a material adverse effect on our business. or similar commercial terms.
34. Failure to maintain confidential information securely or EXTERNAL RISK FACTORS
significant security breaches could adversely impact our 48. Instability or difficult conditions in the financial markets
business, financial condition, cash flows, results of operations could adversely affect our business, results of operations and
and prospects. financial condition.
35. We may introduce new products for our customers and there 49. A slowdown in economic growth in India could cause our
is no assurance that our new products will be profitable in the business to suffer.
future. Further, we face additional risks as we expand our 50. Political instability or changes in the Government could
product and service offerings and grow our business. adversely affect economic conditions in India and consequently
36. Our substantial indebtedness and the conditions imposed by our business.
our financing and other agreements could adversely affect our 51. Financial instability, economic developments and volatility
ability to conduct our business and operations. in securities markets in other countries may also affect the
37. We depend on the accuracy and completeness of information business of the Company and receivables on the NCDs.
about customers and counterparties and any misrepresentation, 52. The Indian tax regime has undergone substantial changes
errors in or incompleteness of such information could cause which could adversely affect the Company’s business and
our business to suffer. profits and the net receivables in relation to the NCDs
38. We may experience negative cash flows in the future. 53. Changing laws, rules and regulations and legal uncertainties,
39. Our Company may raise further borrowings and charge its including adverse application of corporate and tax laws, may
assets after receipt of necessary consents from its existing adversely affect our business, prospects, results of operations
lenders. and, financial condition.
40. We have in the past entered into related party transactions and 54. Differences exist between Indian GAAP and other accounting
may continue to do so in the future. There can be no assurance principles, which may be material to investors’ assessments of
that we could not have achieved more favorable terms if such our financial condition.
transactions had been entered into with third parties. 55. Any downgrading of India’s debt rating by a domestic or
41. Our Company’s Promoter, Directors and related entities have international rating agency could adversely affect our ability
interests in a number of entities which are in businesses to raise financing and our business.
similar to our Company’s business and this may result in 56. Our ability to raise foreign debt capital may be constrained by
potential conflicts of interest with our Company. Indian law.
42. The new Bankruptcy Code in India may affect our rights to 57. Inflation in India could have an adverse effect on our
recover loans from borrowers. profitability and if significant, on our financial condition.
43. Industry information included in the Shelf Prospectus has 58. Acts of terrorism, civil disturbance, communal conflicts,
been derived from an industry report commissioned by us for regional conflicts and other similar threats to security could
such purpose. There can be no assurance that such third-party adversely affect our Company’s business, cash flows, results
statistical, financial and other industry information is either of operations and financial condition
complete or accurate.
59. Natural disasters and other disruptions could adversely affect
44. Our insurance coverage could prove inadequate to satisfy the Indian economy and could adversely affect our business,
potential claims and our insurance policies may not protect us results of operations and financial condition.
against all potential losses, which could adversely affect our
business and results of operations. RISKS RELATING TO THE ISSUE AND THE NCDs
45. We have in the Shelf Prospectus included certain non- 60. We are required to comply with various financial and other
GAAP financial measures and certain other selected covenants under the loan agreements that we are a party to.
statistical information related to our operations and financial If we are not in compliance with the covenants contained
performance. These non-GAAP measures and statistical in such loan agreements, including obtaining the relevant
information may vary from any standard methodology that consents from our lenders for the Issue, our lenders could
is applicable across the financial services industry, and accelerate their respective repayment schedules, and
therefore may not be comparable with financial or statistical enforce their respective security interests, which would lead
information of similar nomenclature computed and presented to an adverse effect on our business, results of operations
by other financial services companies. and financial condition.
46. Our Company will be subject to a number of new accounting 61. There are other lenders and debenture trustees who have pari
standards as part of its transition to IND (AS) that may passu charge over the Security provided.

38 JM FINANCIAL CREDIT SOLUTIONS LIMITED


in the nature of FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS
62. Changes in interest rate may affect the price of our NCD. AND DOCUMENTS FOR INSPECTION” beginning from page 94
Any increase in rate of interest, which frequently accompany of the Tranche 1 Prospectus.
inflation and/or a growing economy, are likely to have a
negative effect on the price of our NCDs. Declaration
63. The NCD Holders may not be able to recover, on a timely We, the Directors of the Company, hereby certify and declare that
basis or at all, the full value of the outstanding amounts and/ all the applicable legal requirements in connection with the Issue
or the interest accrued thereon in connection with the NCDs. including the relevant provisions of the Companies Act, 1956, /
Failure or delay to recover the expected value from a sale or Companies Act, 2013, as amended, as applicable on the date of the
disposition of the assets charged as security in connection with Shelf Prospectus and the guidelines issued by the Government of
the NCDs could expose the holders to a potential loss. India or the regulations, guidelines and the circulars issued by the
Securities and Exchange Board of India established under Section
64. You may be subject to taxes arising on the sale of the NCDs. 3 of the Securities and Exchange Board of India Act, 1992, as
65. If we do not generate adequate profits, we may not be able to amended, as the case may be, have been complied with. We further
maintain an adequate DRR for the NCDs issued pursuant to certify that the disclosures made in the Shelf Prospectus are true
the Shelf Prospectus, which may have a bearing on the timely and correct and in conformity with the Companies Act, 1956, as
redemption of the NCDs by our Company. amended, and the relevant provisions of the Companies Act, 2013,
66. There may be no active market for the NCDs on the wholesale as amended, to the extent applicable as on the date of the Shelf
debt market/capital market segment of the Stock Exchange. As Prospectus, Schedule I of Securities and Exchange Board of India
a result the liquidity and market prices of the NCDs may fail to (Issue and Listing of Debt Securities) Regulations, 2008, as amended,
develop and may accordingly be adversely affected. the Securities and Exchange Board of India Act, 1992, as amended,
the Securities Contracts (Regulation) Act, 1956, as amended, the
67. There may be a delay in making refund to Applicants. Securities and Exchange Board of India (Listing Obligations and
68. Any downgrading in credit rating of our NCDs may adversely Disclosure Requirements) Regulations, 2015, as amended, and no
affect the value of NCDs and thus our ability to raise further statement made in the Shelf Prospectus is contrary to the provisions
debts. of the Companies Act, 1956, and the relevant provisions of the
69. Payments to be made on the NCDs will be subordinated to Companies Act, 2013, as amended, applicable as on the date of the
certain tax and other liabilities preferred by law. In the event Shelf Prospectus, the Securities Contracts (Regulation) Act, 1956, as
of bankruptcy, liquidation or winding-up, there may not be amended, or the Securities and Exchange Board of India Act, 1992,
sufficient assets remaining to pay amounts due on the NCDs. as amended, or rules, guidelines and circulars issued thereunder.
70. The fund requirement and deployment mentioned in the We further certify that all the disclosures and statements in the Shelf
Objects of the Issue have not been appraised by any bank or Prospectus are true, accurate and correct in all material respects
financial institution and do not omit disclosure of any material fact which may make
the statements made therein, in light of circumstances under which
71. Security provided for the Issue may not be enforceable if the they were made, misleading and that the Shelf Prospectus does not
security provided for the Issue is classified as ‘Assets’ under contain any misstatements.
the IT Act and will be void as against any claim in respect of
any tax or any other sum payable by our Company. SIGNED BY ALL DIRECTORS:
For further details, please refer chapter titled “Risk Factors” Mr. V P Shetty
beginning from page 13 of the Shelf Prospectus. Non-Executive Director
(Nominee Director)
MATERIAL CONTRACTS AND DOCUMENTS FOR
INSPECTION Ms. Dipti Neelakantan
The contracts which are or may be deemed material have been Non-Executive Director
entered or are to be entered into by the Company. These contracts
and also the documents for inspection referred to, may be inspected Mr. Darius Udwadia
at the Registered Office of the Company situated at 7th Floor, Cnergy, Independent Director
Appasaheb Marathe Marg Prabhadevi, Mumbai, Maharashtra 400
025, India from 10;00 a.m. to 5:00 p.m. on any Working Day during Dr. Anup Shah
the Issue Period. Independent Director
For details, please refer chapter titled “MATERIAL CONTRACTS Date: May 16, 2018
Place: Mumbai

JM FINANCIAL CREDIT SOLUTIONS LIMITED 39


in the nature of FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

Declaration
We, the Directors of the Company, hereby certify and declare that all the applicable legal requirements in connection with the Issue including
the relevant provisions of the Companies Act, 1956, /Companies Act, 2013, as amended, as applicable on the date of the Shelf Prospectus
and the guidelines issued by the Government of India or the regulations, guidelines and the circulars issued by the Securities and Exchange
Board of India established under Section 3 of the Securities and Exchange Board of India Act, 1992, as amended, as the case may be, have
been complied with. We further certify that the disclosures made in the Shelf Prospectus are true and correct and in conformity with the
Companies Act, 1956, as amended, and the relevant provisions of the Companies Act, 2013, as amended, to the extent applicable as on
the date of the Shelf Prospectus, Schedule I of Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,
2008, as amended, the Securities and Exchange Board of India Act, 1992, as amended, the Securities Contracts (Regulation) Act, 1956, as
amended, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended,
and no statement made in the Shelf Prospectus is contrary to the provisions of the Companies Act, 1956, and the relevant provisions of the
Companies Act, 2013, as amended, applicable as on the date of the Shelf Prospectus, the Securities Contracts (Regulation) Act, 1956, as
amended, or the Securities and Exchange Board of India Act, 1992, as amended, or rules, guidelines and circulars issued thereunder.
We further certify that all the disclosures and statements in the Shelf Prospectus are true, accurate and correct in all material respects and do
not omit disclosure of any material fact which may make the statements made therein, in light of circumstances under which they were made,
misleading and that the Shelf Prospectus does not contain any misstatements.

SIGNED BY THE FOLLOWING DIRECTOR:


Mr. Vikram Pandit
sd
Non-Executive Chairman
(Nominee Director)
Mr. Hariharan Aiyar
sd
Non-Executive Vice Chairman
(Nominee Director)
Date: May 16, 2018
Place: New York
FOR FURTHER DETAILS, PLEASE REFER TO THE PROSPECTUS

40 JM FINANCIAL CREDIT SOLUTIONS LIMITED


in the nature of FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

TIMING FOR SUBMISSION OF APPLICATION FORM


Further please note that Application shall be accepted only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time, “IST”) (“Bidding Period”) during the Issue
Period as mentioned above by the Members of the Syndicate, Trading Members and designated branches of SCSBs as mentioned on the Application Form, except
that on the Issue Closing Date when Applications shall be accepted only between 10.00 a.m. and 3.00 p.m. (IST) and shall be uploaded until 5.00 p.m. (IST) or such
extended time as permitted by Stock Exchanges. It is clarified that the Applications not uploaded in the Stock Exchanges Platform would be rejected.
Due to limitation of time available for uploading the Applications on the Issue Closing Date, the Applicants are advised to submit their Applications one day prior
to the Issue Closing Date and, in any case, no later than 3.00 p.m. (IST) on the Issue Closing Date. All times mentioned in the Prospectus are Indian Standard Time.
Applicants are cautioned that in the event a large number of Applications are received on the Issue Closing Date, as is typically experienced in public offerings, some
Applications may not get uploaded due to lack of sufficient time.
Such Applications that cannot be uploaded will not be considered for allocation under the Issue. Applications will be accepted only on Business Days, i.e., Monday to
Friday (excluding any public holiday). Neither our Company, nor any Member of the Syndicate, Trading Members or designated branches of SCSBs is liable for any
failure in uploading the Applications due to faults in any software/hardware system or otherwise.
CENTRES FOR AVAILABILITY AND ACCEPTANCE OF APPLICATION FORMS
In relation to ASBA Applications submitted to the Lead Managers, Lead Brokers, sub-brokers or the Trading Members of the Stock Exchange only in the Specified
Cities (Mumbai, Chennai, Kolkata, Delhi, Ahmedabad, Rajkot, Jaipur, Bengaluru, Hyderabad, Pune, Vadodara and Surat), the list of branches of the SCSBs at the
Specified Cities named by the respective SCSBs to receive deposits of ASBA Applications from such Lead Managers, Lead Brokers, sub-brokers or the Trading
Members of the Stock Exchange is provided on http://www.sebi.gov.in/cms/sebi_data/attachdocs/1350298477356.html or at such other website as may be prescribed
by SEBI from time to time. For more information on such branches collecting ASBA Applications from Members of the Syndicate or the Trading Members of the
Stock Exchange only in the Specified Cities, see the above mentioned web-link.

A. K. STOCKMART
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: 2A, 2nd Floor, Redifice Signature, Hospital Road Bangalore – 560001, Ph : 080- 40333222; 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, Red Fort Capital, Parsvnath Towers, Bhai
Veer Singh Marg, Near Gole Market, New Delhi-110001, Ph : 011 - 43556496/97, Pune: Axis Capital Limited, Plot no 5,Sr.no 103,Unit no 201/202,Next
Jan Avenue,behind ICC Tower,Crossword Lane, Senapati Bapat Road, Pune – 411004, Ph : 9890018150/9371218150; Rajkot: Axis Securities Limited, 703,
7th Floor, Star Chambers, Harihar Chowk, Rajkot – 360001, Ph : 9724333149 / 9427200149; Vadodara: Axis Securities Limited, 515, Race Course Tower,
Pashabhai Park, Race Course, Vadodara – 390007, Ph : 9377225295
EDELWEISS SECURITIES LIMITED
AHMEDABAD: Edelweiss Broking Limited; 504, 5th Floor, 3rd Eye Vision, AMA-IIM Road, Panjara Pole, Ahmedabad – 380009. Tel: 079-40019888
BANGALORE: Edelweiss Broking Limited; The Onyx Centre, Building No : 5 , 2nd Floor Above Nandi Toyota Showroom Museum Road Bangalore. Tel:
080 – 42471113. HYDERABAD: Edelweiss Broking Limited; 2nd Floor, M B Towers, Plot No.5, Road No.2, Banjara Hills, Hyderabad-500016. Tel: 040–
40316911. JAIPUR: Edelweiss Broking Limited703/704,7th floor,Green House,Ashok Marg,C-Scheme, Jaipur. KOLKATA: Edelweiss Broking Limited;
Martin Burn House, 2nd Floor, Room No-227, 1 R N Mukherjee Road, Kolkata- 700001. Tel. : 033-30081391. MUMBAI: FORT: G1, Ground Floor, Ararat
Bldg., Opp. Dwarka Hotel / Happiness Cake Shop, Nagindas Master Road, Fort Mumbai-400001 Tel. : 67494580 / 81. Edelweiss Broking Limited; 104, 1st
Floor, P J Towers, Bombay Stock Exchange Bldg, Fort, Mumbai- 400001. Tel: 022-67471345 / 022-67494586. GHAKTOPAR: Edelweiss Broking Limited;
Atlantic Commercial Tower, RB Mehta Road, Near Patel Chowk, Ghatkopar East, Mumbai-400077. Tel: 022-25012611/12, SANTACRUZ: Edelweiss
Broking Limited, 2A, 2nd floor Victoria Plaza, S V Road, Santacruz West, Mumbai – 400054. BORIVALI: Edelweiss Broking Limited, Viray Deep Apts,
Chandaverkar Road, Opp Mayur Tower, Borivali (West), Mumbai - 400092. Tel : 022-28336310 NEW DELHI: Edelweiss Broking Limited; 8-B, 8th Floor,
Atma Ram House, Tolstoy Marg, New Delhi- 110001., Tel: 011- 46501116/7 PUNE: Edelweiss Broking 101 to 106, 1st floor, Siddharth Tower, behind City
Pride Talkies, Kothrud, Pune - 411029, Tel: 020-66056672. SURAT: Edelweiss Broking Limited; 108, Vishwakarma Chambers, B/S ITC, Majuragate, Ring
Road, Surat – 395002, Tel: 0261-2460537.
HDFC SEcurities Limited
HDFC Securities Limited, I Think Techno Campus Building-B, "Alpha",Office Floor 8, Opp. Crompton Greaves, Near Kanjurmarg Station, Kanjurmarg
(East), Mumbai 400 042 India. Ph: 022-30753440.
IIFL Securities Limited
AGRA: India Infoline Limited - 23/10975-37, 12/12A, Block No. 118,1st Floor, Maruti Plaza, Sanjay Palace, Agra-282002, Ph: 0562-4013289-
4013293,7500666675; AHMEDABAD: India Infoline Limited - 23/10975-37, 2nd floor, 4th Floor, High Street- I, Above Promart Showroom, Opp. Law
Garden, Near Law Garden Cross Road, AHMEDABAD, 380006, Ph: 079-39874070; India Infoline Limited - 23/10975-37, 302-Amruta Arcade, Near Rasna
Restaurant, Maninagar Cross Road,Maninagar,Ahmedabad-380008, Ph: 079-40509341; India Infoline Ltd - 23/10975-37 801,KAIVANNA COMPLEX,NEAR
CENTRAL MALL, AMBAWADI CIRCLE,AHMEDABAD - 380006 Tel:9712916547,9428107445; BANGALORE: India Infoline Limited - 23/10975-
37, #31/9, Krimson Square, 2nd Floor, ABOVE VISHAL MEGAMART, Roopena Agrahara, Begur Hobli, Hosur main Road, Nr Silk Board junction,
BANGALORE, 560068, Ph: 08067158118, 9902500445; India Infoline Limited - 23/10975-37, NO 11/2, 1ST FLOOR, ABOVE SANJEVANI, NEAR
CONGRESS OFFICE QUEENS ROAD, BANGALORE-560052, Ph: 08042778215, 9986388824; India Infoline Ltd - 23/10975-37,Adam Chambers
Building,3rd Flr,Above Dream lights showroom, Richmond Road, Near HDFC Bank Tel : 9620102326; BARODA / VADODARA: India Infoline Ltd -
23/10975-37 3rd Floor , Bhagwan Chambers, Opp. Circuit House , Alkapuri, Baroda - 390007.Tel : 9099960660; BHAVNAGAR: India Infoline Limited
- 23/10975-37, 101,102 Sterling Centre, Above Kotak Mahindra Bank, Waghwadi Road, Bhavnagar-364002, Ph: 0278-3003132;BHUBANESHWAR: India
Infoline Limited - 23/10975-37, 1st Floor, Somi Palace,M5/17,Acharya Vihar, Bhubaneshwar, 751013, Ph: 9937020268; CHANDIGARH: India Infoline

JM FINANCIAL CREDIT SOLUTIONS LIMITED 41


in the nature of FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS
Limited - 23/10975-37, 2ND FLOOR, SCO 114-115, SECTOR 34A, CHANDIGARH, 160022, Ph: 0172-4988100; India Infoline Limited - 23/10975-
37, SCO NO-163,FIRST FLOOR,SEC-37C,, CHANDIGARH, 160036, Ph: 9915732400; India Infoline Limited - 23/10975-37, SCO NO-3015-16 ,IIND
Floor,Sec 22D,Opp.Kisan Bhavan,Chandigarh.Tel-0172-4640524,9811351186. India Infoline Ltd - 23/10975-37 FIRST FLOOR,SEC-37C,, CHANDIGARH,
160036, Ph: 9915732400 CHENNAI: India Infoline Limited - 23/10975-37, India Infoline Tower,No.143, M.G.R. ROAD,NEAR LIFELINE HOSPITAL,
PERUNGUDI, CHENNAI, 600096, Ph: 044-66093677; India Infoline Limited - 23/10975-37Vijay Enterprises, 3rd Floor,MF7,CIPET HOSTEL
ROAD,THIRU-VI-KA-INDUSTRIAL ESTATES,EKKATTUTHANGAL,GUINDY-600032,Tel-  044-46613500,4041500​; India Infoline Ltd - 23/10975-
37- 9th Floor,Bascon Futura Bldg,10/1, Venkatnarayana Road,Opposite KPN Travels,T.Nagar, Chennai - 600017.Tel : 9841755315;COIMBATORE: India
Infoline Limited - 23/10975-37, No 657, 4th Floor, Tri Star Towers, Avanashi Road,Coimbatore-641037, Ph: 0422-4506694;DELHI / NEW DELHI: India
Infoline Limited - 23/10975-37, 310,311,312,3RD FLOOR and 704-705, 7th floor, ASHOKA ESTATE,24,BARAKHAMBA ROAD,CONNAUGHT PLACE,,
DELHI, 110001, Ph:9310527000,09841755315; India Infoline Limited - 23/10975-37, IIFL, Plot No-98, Udyog Vihar Phase -IV, Gurgaon, Haryana PIN-
122016, Ph: 706512644; India Infoline Limited - 23/10975-37, 71/3 ,Ist Floor NAJAFGARH ROAD INDUSTRIAL AREA , MOTI NAGAR, DELHI,
110015, Ph: 9911185735; India Infoline Limited - 23/10975-37, F-316,317,304,306 ADITYA ARCADE, NO 30, COMMUNITY CENTRE, PREET VIHAR,
DELHI, 110092, Ph: 9971494102; GURGAON: India Infoline Limited - 23/10975-37, IIFL, Plot No-98, Udyog Vihar Phase -IV, Gurgaon, Haryana PIN-
122016, Ph: 706512644; HYDERABAD: India Infoline Limited - 23/10975-37, My Home Sarovar Plaza, 5th and 6th floor No. 5-9-22, Shapurwadi, Adarsh
nagar, Opp:- Secretariat, HYDERABAD, 500004, Ph: 040-44880455/7801048696; India Infoline Limited - 23/10975-37, Flat No 208-209, Second Floor,
Chitanya Chambers, Chaitanyapuri, dilsukhnagar Hyderabad, HYDERABAD, 500060, Ph: 9347135586; INDORE: India Infoline Limited - 23/10975-37,
106/107 1ST FLOOR AREAN HIGHTS AB ROAD OPP C21 MALL, INDORE, 452001, Ph: 0731-4221507; JAIPUR: India Infoline Limited - 23/10975-37,
403, 404 and 405, 4th floor, City Mall, C-21B, Bhagwan Das Road, C -Scheme, Jaipur, Rajasthan - 302001, Ph: 0141-3063352;9887907976 India Infoline
Limited - 23/10975-37, 2nd Floor, 112-7, Madhyam Marg, Vijay Path, Agarwal Farm, Mansarovar, JAIPUR, 302018, Ph: 0141-5161754; JODHPUR: India
Infoline Limited - 23/10975-37, Flat No 202, Shree Plaza, Jaljog Chauraha, 658, Residency Road, Sardar Pura, Jodhpur, Rajasthan - 342001, Ph: 0291-
5101824; KANPUR: India infoline Ltd 513-14,5th floor , Kan Chamber Near U.P Stock Exchange, Adjacent Green Park Stadium, 14/113 - Civil Lines,
Kanpur – 208001; India infoline Ltd 306 3rd Floor, Sai Square Bhargava Estate , Civil Lines, Kanpur, UP-208001Tel-9454224565.India Infoline Ltd-14,5th
floor , Kan Chamber Near U.P Stock Exchange, Adjacent Green Park Stadium, 14/113 - Civil Lines, Kanpur – 208001KOCHI/COCHIN/ERNAKULAM:
India Infoline Limited - 23/10975-37, I, II and III Floor Sana Tower M.G.Road, COCHIN, 682016, Ph: 0484-4028074; KOLKATA: India Infoline Limited -
23/10975-37, India Infoline Ltd. 5th, 7th and 9th Floor AC Market 1 Shakesphere Sarani, KOLKATTA, 700071, Ph: 9830009608/9038050542/033-44048609;
LUDHIANA: India Infoline Limited - 23/10975-37, 504, 5th Floor, SCO - 18 , Feroze Gandhi Market ,Ludhiana (punjab)-141001, Ph: 0 161- 5047900
/ 5096393;LUCKNOW: India Infoline Ltd, Above Narayan Automobile,2nd Floor,4 Shahnajaf Road, Opp.Kotak Bank,Hazratganj,Lucknow-226001.Tel-
9415109859. MUMBAI: India Infoline Ltd - 23/10975-37 Off No-1A, Building No 105,Opp. Bharat House, Mumbai Samachar Marg, Fort, Mumbai -
400001. Tel : 9167997482/022-49142122.India Infoline Ltd.,Hubtown Solaris,Ground Floor,N.S.Phadke Marg, Opp.Teli Galli,Andheri - East Mumbai-400
069, Ph: 9892370013 India Infoline Limited - 23/10975-37SHIV CENTER, OFFICE NO- 220, PLOT NO- 02, 2ND FLR, SECTOR -17, VASHI, NAVI
MUMBAI 400703, 9773930082; India Infoline Limited - 23/10975-37 Shop no 4,Anuradha /Anuja CHS Ltd Manek nagar Chandavarkar Road Borivali West,
Ph: 9702869121. India Infoline Limited - 23/10975-37, IIFL House, Sun Infotech Park, Road No 16V,Plot No B-23,MIDC,Thane Industrial Area, Wagle
Estate, THANE, 400604, Ph: 022-41035000; India Infoline Limited - 23/10975-37, C-34,Gr Flr, Shyam Kamal, C Wing, Agrawal Mkt, Vile Parle (E),Mumbai,
MUMBAI, 400057, Ph: 022-26114371; First Floor, Plot No 9, Jyoti Chambers Premises CHSL, TPS III, Junction of HD road & Khot Lane, Ghatkopar -
West, Mumbai-400086.Tel: 9224411316; NAGPUR: India Infoline Limited - 23/10975-37, 3th floor Shreejee krupa building, Gandhi Square, New Itwari
Road, Nagpur-440002, Ph: 0712-6684012/14; PATNA: India Infoline Limited - 23/10975-37, ASHIANA CHAMBER, EXHIBITION ROAD, PATNA,
800001, Ph: 9771435515; PUNE: India Infoline Limited - 23/10975-37, Lohia Jain IT Park, Survey No 150/A/1+2, Plot No 1, Kothrud, Paud Road, PUNE,
411038, Ph: 020-41045855;020-65212134/35,7030937826 RAJKOT: India Infoline Limited - 23/10975-37, 2nd & 3rd Floor, Millennum Square, Opp.
Girnar Cinema, Phulchhab Press, RAJKOT, 360001, Ph: 0281-6198333; RANCHI: India Infoline Limited - 23/10975-37, 4th Floor, Kaushalya Chambers,P P
Compound,Ranchi-834001, Ph: 7549091319 & 7549012302; SURAT: India Infoline Limited - 23/10975-37, 701,702,709,710, 21st Century Business Centre,
Ring Road,Surat, SURAT, 395002, Ph: 0261-4030656;
Integrated Enterprises (India) Private Limited
CHENNAI - Adyar - Ground Floor, 15, Balaram Road, Chennai - 600 020. - 24420776 / 24914178; Adambakkam - Door No. 14, R K Plaza, 1st Floor, Lake
View Road, Adambakkam, Chennai - 600088 - 22441350/22440351; Ambattur - Old No. 18/2, New No. 58, Mounasamy Madam Street, Ambattur, Chennai
- 600053 - 26582926 / 26581690; Anna Nagar - 1 - No. W-65 A1, TLV Manor, Ground Floor, (Opp. Tower Club), Annanagar, Chennai-600040 - 26282616/
26214371; Anna Nagar - 2 - W-596/G1, Ground Floor, Absara Manor, Park Road, Anna Nagar West Extension, Chennai - 600 101 - 7358020819 / 7358020820;
Ashok Nagar - Old No.22, New No.8, II Floor, 10th Avenue, (Above Krishna Sweets), Ashok Nagar, Chennai - 600 083. - 24895378 / 24718482; Avadi -
No.23/3,1st Floor, Anna Street, Gandhi Nagar, Avadi - Chennai-600044. - 26380200/26380204; Chrompet - No.53 and 55, First Floor, Shop-C, Station Road,
Radha Nagar, Chrompet,Chennai - 600 044. - 22653171 / 22653172; George Town - Old No 111 New No 227, Thambu Chetty Street,First Floor (Near
Kalikambal Kovil),George Town ,Chennai - 600 001. - 25241041 / 25219488; K K Nagar – No. 99, Dr. Lakshmanaswamy Salai, K. K. Nagar – Chennai –
600078 – 23662227 / 23663227; Korattur - New No. 19, 780F, North Avenue, Korattur, Chennai - 600080 - 26870901 / 903 / 904; Maraimalainagar - No.
33/7, Pavender Salai, NH-1, MIG, Maraimalai Nagar, Kanchipuram - 603209. - 27454767; Madhavaram - Plot No. 4-7, Annai Velankanni Nagar, Office No.
1, Arul Nagar Bus Stop, Madhavaram Milk Colony High Road, Chennai – 600051. - 25559918 / 25559919; Mogappair - Poomani Plaza, Block No. 6, Door
No: 3, First Floor, Mogappair (West), Chennai - 600037. - 26560587/26560391; Mylapore - 11-A, Ground Floor, East Abiramapuram, 1st Street, Mylapore,
Chennai- 600004 - 24983748 / 24983502; Nanganallur - No 15, 14th Street, 3rd Main Road, Nanganallur, Chennai - 600 061. - 22673728 / 22673928;
Kandanchavadi - No. 21, Rajiv Gandhi Salai, Kandanchavadi, OMR Road, Chennai - 600096. - 2491812/2491813/2491814; Perambur – New No. 73, Old
No. 33, Madhavaram High Road, Perambur, Chennai - 600011. - 25521353 / 25521351; Porur - No. 9 Vinayagar Koil St, New Colony, (Near St. John’s
School), Porur, Chennai- 600116. Phone- - 24768399 / 24766755; Periyar Nagar - No. 4, 1st Floor, Chelliamman Colony, Papermills Road, (Next to
Shanmuga Mahal), Peravallur, Chennai- 600082. - 26713123 / 26713126; Saligramam – No. 13/49, Arunachalam Road, Saligramam Chennai – 600093 –
23763751 / 23763752; Tambaram - 8/38, Duraiswamy Reddy Street, Tambaram West, Chennai - 6000 045. - 22260557 /22260386; T.Nagar-Motilal Street
- 42/1, Motilal Street, T.Nagar, Chennai - 600 017. - 24347830 / 24341642; T.Nagar-II (kences Tower) - 1st Floor, Kences Towers, 1, Ramakrishna Street,
North Usman Road, T.Nagar, Chennai - 600 017. - 28140484; Triplicane – Door No.29 1st Floor, Bharathi Salai, Triplicane, Chennai-600005 - 28440003;

42 JM FINANCIAL CREDIT SOLUTIONS LIMITED


in the nature of FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS
Velachery - 5/1, Sri Durga Flats (Ground Floor), 1st Cross Street, Vijaya Nagar, Velachery, Chennai- 600042. - 42184538 / 42184970; Virugambakkam - No.
1, Rajeswari Colony, First Floor, (Near Girias & Next to LIC), Virugambakkam, Chennai - 600 092. - 23644496 / 23644497; West Mambalam - New No. 40,
Old No. 179/1, Lake View Road, West Mambalam, Chennai - 600 033. - 24748319 / 24748320; TAMIL NADU - Coimbatore - R.S.Puram - Janaki Apts.,
Ground Floor, 29/176, Ramalingam Road (West), R.S. Puram, Coimbatore - 641 002. - 2471944 / 2471505; Coimbatore - Saibaba Colony - Shop No.19 / 20
Ground Floor, Aarpee Centre,320 N NSR Rd, Saibaba Colony, Coimbatore - 641011 - 2434358 / 2434391; Coimbatore - Vadvalli - 3/28 - 7 VRR Complex,
Maruthamalai Road, Vadavalli, Coimbatore - 641041. - 4212456; Coimbatore - Ramanathapuram - No. 1956, Matha Complex, Opp to City Union Bank,
Trichy Road, Ramanathapuram, Coimbatore - 641045. - 4210203; Cuddalore - No.72, Seetharam Nagar, Main Raod, Cuddalore - 607001. - 295448l;
Devakottai - Shop No. 3 & 4, Saraswathi Theatre Complex, 425, Thiruppathur Road, Devakottai - 630302. - 04561-270244; Dindigul - Sri, Mahalaxmi
Complex, 1st Floor, 72/42, New Agraharam, Opp. BSNL Customer Care, Palani Road, Dindigul - 624001. - 2433402 / 2433403; Erode - Parimalam Complex,
No. 160A, 1st Floor, Mettur Road, Erode - 638011. - 2222021/4270302; Karaikudi - Mahendra Complex, 7/1, Poisollameyyar Street, New Town, Karaikudi
- 630 001. - 238452 / 235174; Kanchipuram – Old No. 6, New No. 19, Vanigar Veethi, Anna Arangam Backside, Nr. BSNL Telephone Exchange, D Office,
Kanchipuram -631501. - 27228678/27228668; Kumbakonam - 36/37, Pachayappa Street, Kumbakonam - 612 001. - 2431520 / 2422670; Madurai - 82, 1st
Floor, Vakkil New Street, Madurai - 625 001. - 2630305 / 2620560; Madurai - K.K Nagar – 2B/1 Valamjee Mansion, (Opp to District Court), Madurai Melur
Road, Vinayaga Nagar, Madurai - 625020 . – 4358234 / 4368234; Mayiladuthurai - 1A/2, Kallarai Thoppu Street, Mayiladuthurai - 609 001 – 240046 /
243045; Puduchery - No. 40 – a, Aurobindo Street, (Between M.G. Road & Mission Street), Pondicherry – 605001. - 2222155/4207233.; Pudukottai - TS
No 3604/15, First Floor, Lakshmipuram First Street, Team Hospital Back Side, Opp to New Bus Stand, Pudukottai - 622001 - 224005 / 224015; Pollachi - V
T Towers, Above Karur Vysya Bank, 2nd Floor, Door No. 92, New Scheme Road, Pollachi - 642 001. - 04259-223555/7338841562; Salem - Shop No. 8/9/10,
M.R. Complex, 1st Floor, No. 114, Kanakupillai Street, Alagapuram, Salem-636004. - 2446727 / 2336746; Thanjavur - 1999, Kamal Towers, West Main
Street, Thanjavur - 613009 - 230928 / 230929; Tirunelveli - “Arunagiri Complex” Next To SBI 25b-1/31 and 25b-1/32 I Floor, S.N.High Road, Tirunelveli
Junction - 627 001 - 2323331; Tiruppur - Ground Floor, Door No. 66-C, G. G. Towers, Kumaran Road, Tirupur - 641601 - 4320332; Trichy- Thillai Nagar
- 25-A , Ground Floor, Githanjali Apartment, Sastri road, (Adjacent to Sippy Theatre), Thillai Nagar, Trichy - 620018 - 2741468 / 2742068; Trichy-Chatram
Bus Stand - Chitra Complex - No.9, Gr. Floor, Near Chatram Bus Stand, Trichy - 620 002. - 2703670 / 2716387; Trichy-Srirangam – 100 B, Gandhi Road,
Srirangam, Trichy - 620 006. - 2436211 / 2433512; Trichy - K.K Nagar - Door No. 16 & 20, Ground Floor, City Centre, 4th Street, Sundar Nagar, Trichy -
620021; KERALA - Cochin - M G Road - RAJ SOUDH’, I Floor, 39/3477, M.G.Road, Ernakulam - 682 016. - 2358922 /2358923; Cochin - Tripunithura
- 664-F3, 1st Floor, Infort, Stephen Arcade, Statue Junction, Tripunithura - 682301 - 4037908 / 4037909; Kottayam - Regent plaza, Door No. 203-C, First
Floor, CMS Clooege Road, Near Baker Junction, Kottayam - 686001. - 2585607 / 2565608; Palakkad - No 15/152, J.k.Building, Coimbatore Road, Suthanpet,
Palakkad -678001 - 3291019/2535519; Trivandrum - D-NET Tower, TC 28/2875 (4), 1st Floor, Sahodarasamajan Lane, Vanchiyoor, Trivandrum -695035 -
2461593/2478225; Thrissur - 1st Floor, B Inland Arcade, Mannath lane, thrissur - 680001 - 2320191/2320192; Sasthamangalam - TC 9/679-4, Lakshmi
Plaza, Vellayambalam, Sasthamangalam P O, Trivandrum - 695010 - 4000206/2318022; KARNATAKA - Bangalore - Malleswaram - No 12, Ramanuja
Plaza, Ground Floor, 5th Cross, Malleswaram,Bangalore - 560 003. - 23446386 / 23461470; Bangalore – Jayanagar - No.- 20, 1st Floor, 8th ‘F’ Main Road,
3rd Block, Jayanagar Bengaluru, 560 011. - 22441561 /26534659; Bangalore - Indira Nagar - No. 671, 17th D Cross, Indiranagar 2nd Stage, Bangalore - 560
038. - 25258490 / 25219347; Bangalore - Koramangala - No. 28, First Floor, 100 Feet Ringroad, Near Ejipura Signal, Viveknagar Post, Koramangala,
Bengaluru – 560047. - 41217750 / 41217751; Bangalore – Gandhi Nagar - 22/5, Jala Shambhavi Complex, 1st Floor, (Opp. To IOB), 22/23, 1st Main Road,
Kalidasa Marg, Gandhi Nagar, Bangalore-560009. - 22340034/41530319; Yelahanka New Town - No. 715, Suhas complex, A Bolck, 1st Floor, (Opp
Seshadripuram College), Yelahanka New Town, Bangaluru - 560064. - 41210060/41210062; Bangalore - Banashankari - 1296 1st Floor, 30th Main Road
Banashankari 2nd Stage Bangalore - 560 070. - 32008338 / 26711389; Bengalure – Bannerghatta Road - No. 73/2C, Thimmappa Reddy Layout, (Diagonally
opp. To HDFC Bank), Hulimavy Gate, Bannerghatta Road, Bengaluru – 560076. - 49534732 / 49536413; Bengaluru – Rajarajeshwari Nagar - No. 826,
Second Floor, ‘Paramount Building’, Pandit Jawaharlal Nehru Road, B.E.M.L 3rd Stage, Rajarajeshwari Nagar, Bengaluru – 560098. - 32523440 / 32523441;
Mysore - 133, Shika Towers, Second Floor, Rama Vilas Road, Mysore - 570 024. - 2424188/4266682; Mangalore - F-1, 1st Floor, Ram Bhavan Complex,
Kodialbail - 575 003. - 2440163 / 2447051; ANDHRA PRADESH - Hyderabad - D No. 5-10-188/2, Room No. 102B, First Floor, Summit Apartments, Opp.
Badline, Hill Fort, Hyderabad - 500 004 - 23242375 / 23242472; Kukatpally - D. No. 15-31-2M-1/5, Shop No. 1, 2nd Floor, MIGH, Near MIG Bus Stop,
JNTU Road, III Phase, KPHB Colony, Hyderabad - 500085. - 23058088 / 23058089; Secunderabad - D No. 1-2-63,64 & 73/2, No. 4, Ground floor, S R
Arcade, Parklane, Secunderabad - 500 003 - 27845605 /27816080; Vizag - D No. 47-9-17, Ground Floor, III Lane, Dwarkanagar, Visakhapatnam - 530 016
- 2513606 / 2747020; Vijaywada - D No. 29-13-29, Ist Floor, Kaleswara Rao Road, Near Dornakal X Roads, Besides Indian Bank, Suryaraopeta, VIJAYAWADA
- 520 002. - 2472414/2470517; Guntur - 6-9-15,9/1 Aurndelpet, Guntur - 522002 - 2326624 / 2337809; Nellore - Shop No.27, Co-operative Bank Shopping
Complex, Trunk Road, Nellore - 524 001. - 2326297/ 2332040; Rajamundhry - 6-14-7/1, Opp. Pala Varthakula Sangam, Achantavari St, T.Nagar,Rajamundhry
- 533101. - 2422120/2437533; Kakinada - 2-1-69/1, 1st Floor, opp Andalamma College, Perraju Peta, Kakinada - 533003. - 2377258/2341205; Regional
Office - Door No: 5-10-193, Ground Floor, Next to Consumers Store, HACA Bhavan, Hillfort Road, Hyderabad – 500004. - 23298944; MUMBAI - Andheri
- A- 27 Laram Centre, 24, S.V. Road, Andheri West, Mumbai- 400058. - 26282685/26282686; Bandra - Shop no 8, Veena Beena Complex, Opp Bandra
Railway Station, Mumbai – 50 - 26403883 / 26558735; Borivali - No. 4, Gora Gandhi Apts, I Floor, Above Hotel Samrat, Chandavarkar Lane,Borivali - 400
092. - 42087200/42087201; Bhandup - No. A-14, Joy Adinath Tower – 2, L.B.S. Marg, Near Dena Bank, Bhandup West, Mumbai – 400 078. - 2594 1273 /
2594 1274; Chembur - 11 and 12, Gr Floor, Neelkanth Commercial Complex, Next to Hotel Orchids, Govandi Road, Chembur - 400 071. - 25210768
/25217660; Dadar West - F - 4, Ground Floor, F. Kasturchand Building, Gokhale Road South, Opp Portugese Church, Dadar West, Mumbai 400 028. -
24318356/ 24318496; Dombivli - 107, Triveni Building, 1st Floor, Opp: Nityanand Hotel, Jawaharlal Nehru Road, Dombivli (E), Mumbai - 421 201. -
2433471/2433513; Fort – Dalal Street - 59, Sonawala Building, Gr.Floor, Bombay Samachar Marg, Fort,Mumbai - 400 023. - 22662825 / 22662728;
Ghatkopar - No. A-111, Kailas Plaza, Vallabhbaug Lane, Ghatkopar East, Mumbai - 400 077 - 25086488 / 25086088; Kalyan - No. A-108, Desai Shopping
Centre, Near Zojwala Petrol Pump, Bail Bazar Circle, Kalyan West – 421301. - 2312186 / 2312187; Malad - No.7 1st floor, Abhishek Commercial Complex,
Above Dena Bank, Plotno.104, S V Road Malad (w), Mumbai – 64 - 28802878/28823965; Matunga - Shop No 3, Plot No 402, Ground Floor, Hari Mangal
Manor, Telang road, Next to Nalli Silks ,Matunga East,Mumbai - 400 019. - 24013163/24013164; Mulund - No. B-3, Ground Floor, Mahavir Symphony, Next
to Punjab National Bank, Zaver Road, Mulund West, Mumbai - 400 080. - 25690700/25927065; Nerul - No. 9, 1st Floor, Laxcon Plaza, Sector 29, Plot No
20-21, Nerul East, Navi Mumbai - 400706. - 27718720 / 27718730; Thane – West - A – 201, Krishna Plaza, Station Road, Naupada, Thane West – 400601.
- 25301256/25301257; Thane – Vasant Vihar - 22,Amrapali Arcade, Vasant Vihar, Pokhran Road 2, Thane West - 400 601. - 21730813/21730814; Vashi -
No. 13, Arenja Corner, Sector - 17, Vashi, Navi Mumbai - 400 703. - 27660042/27660043; Vile Parle - Shop No.105, 1st floor, Super Market, Monghibai Raod,

JM FINANCIAL CREDIT SOLUTIONS LIMITED 43


in the nature of FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS
Next to Bank of Maharashtra, Vile Parle East, Mumbai – 400 057. - 26133855/26182137; Regional Office - 15 , 1st Floor, Modern House, Dr.V.B.Gandhi
Marg, Fort, Mumbai – 400 023. - 40661800; MAHARASHTRA & GOA - Pune – Shukrawarpeth - 7 and 8 Arthshilp, Gr.Floor, 1349, 1350, Shukrawar
Peth, Bajirao Road,Pune - 411 002. - 24473944/24481891 ; Pune – Camp - No. 10, Ground Floor, Kumar Pavilion, 2424, Timya Road, Nest to Victor Cinema,
East Street, Camp, Pune- 411001. - 41239797/41259797; Pune – Kothrud - No. E-7, 2nd Floor, Rahul Complex, Paud Road, Kothrud, Pune - 411 038. -
41259595 / 41259596; Pune – Pimple - A-22, Sai-Vision, Plot No. 1, Kunal Icon road, Pimple Saudagar, Pune - 411 038. 27405571 / 27405572; Nasik - B
Wing, Parshuram Apts, Opp. Times of India Office, College Road,Nasik - 422 005. - 2575524 /2316300; Nagpur – Dhantoli - Block No.108, Sathyam Towers,
(First Floor), (Next to Hotel Sunny International), Plot No.8, Wardha Road, Dhantoli, Nagpur – 440012. - 2420105 / 2420106; Goa - 107, 1st Floor, Durga
Chambers, Opp. Kenis Hotel, 18th June Road, Panjim,Goa - 403 001. - 2426904/2426905; GUJARAT - Ahmedabad – Navrangpura - 21, Nirman, Gr.Floor,
Behind Navrangpura Bus Stop, Navrangpura,Ahmedabad - 380 009. - 26443289 / 26447825; Ahmedabad – Maninagar - LG 8/9/10, H.J. House, Opp. IOC
Petrol Pump, Rambaugh, Maninagar, Ahmedabad - 380008. - 25450718 / 25463670; Ahmedabad –Paldi - F-103, Sarvamangal Complex, Behind Zalak
Complex, Above SBI, Bhatta Cross Road, Paldi, Ahmedabad - 380007 - 26607811/26607813; Ahmedabad - Chandkheda - 136, Sarjan-2 Complex, Nr. State
Bank of Hyderabad, New C. G. Road Chandkheda, Ahmedabad - 382424. - 23296934 / 23296935; Baroda – Alkapuri - F- 40/41, National Plaza, 1st Floor,
R.C.Dutt Road, Alkapuri, Baroda - 390 007. - 2343677 / 2341608; Baroda – Raopura - Samarth Building, Gr. Floor, Near Gujrathi School, Shiyapura, Opp.
Lane of Chitekhan Hanuman Mandir, Raopura, Baroda - 390 001 - 2421099/ 6585433; Baroda – Makarpura - FF-101 Kishan Atria, Near Manjalpur Hospital,
Tulsidham Cross road, Makarpura Road, Manjalpur, Vadodara - 390 011. – 9879607850 /07851; Surat - D/G-23 A, International Trade Centre, Ground Floor,
Behind Radhakrishna Hotel, Majura Gate, Ring Road, Surat - 395 002 - 2474535 / 2479495; Rajkot - 130/131, Star Chambers, 1st Floor, Harihar Chowk, Dr.
Rajendra Prasad Road,Rajkot - 360 001. - 3041451 / 2240373; Waghodia Road - GF/B-14, Parul Society, Near Cosmos Bank, Opp. Prabhat Society,
Waghodia road, Baroda - 390019. - 2572931/2572932/2572933; NORTH - New Delhi – Karol Bagh - RD Chambers, 3rd Floor, 16/11, W.E.A. Arya Samaj
Road, (Above Kotak Bank), Karolbagh, New Delhi - 110005. - 45170331 to 338; New Delhi – Janakpuri - 108, 1st floor, Jaina tower 1, District Centre,
Janakpuri, New Delhi - 110 058. - 45170345 / 45170346; New Delhi – Nehru Place - No. 19B, Ground Floor, Hemkunt Chambers, Nehru Place, New Delhi
- 110 019. - 46681444 /46681445; New Delhi – Preet Vihar - 104,1st Floor, Savitri Complex, Plot No.11 (Sikka Tower 11), Preet Vihar Community Centre,
Near Preet Vihar Metro, New Delhi - 110 092 - 47587168/47587169; Lucknow - 207 - A, 2nd Floor, Saran Chambers II, 5, Park Road, Lucknow - 226 001.
- 2235736 / 2236766; Bhopal - Manasarovar Complex, MF 7, A Block, Mezzanine Floor, (Near Habibganj RailwayStation),Habibganj Station Road,Bhopal
– 462011 - 4266005/4266006; EAST - Kolkata – South - Flat No.1-B, 4C Lansdowne Place, Opp. Road of Ramakrishna Mission Hospital, Kolkata - 700 029.
- 2474600 / 24742705; Kolkata – Dalhousie - No. 210, A-Wing,2nd Floor, 24.Hemanta Basu Sarani,Mangalam,Kolkata - 700001 - 22310556 / 22310557;
Kolkata – Saltlake - BA-37, Sector -1, PNB Island, Kolkata- 700 064 - 23580900 / 23580890; Kolkata – Garia - E/188, Ground Floor, Ramgarh, Naktala
PO, Garia Ganguli Bagan, Kolkata – 700047. - 24304050 / 24304051; Patna - No.313, Jagat Trade Centre, Fraser Road, Patna 800 001. - 2205943; Jamshedpur
- Shop No.1, Meghdeep Apts, H No.5, Line No.2, Q Road, Bistupur, Jamshedpur, Pincode - 831001, Jharkhand. - 2756319 / 2756321;
JM Financial Services Limited
Ahmadabad: Mr Bhavesh Shah/Mr.Girish Shah/Mr. Kanshit Patel/Mr. Chetan Pandit, G-10 Chinubhai Centre, Gr. Flr,Nehru Bridge Corner, Ashram Road,
Ahmedabad – 380009, Ph : 079- 26576666/67/68/69/70/30013700, 93275211358/9376152881/9898027405/8238155599; Bangalore: Mr. Alok Kumar/
Mr.Kiran/Ms. Poornima, 2015 at Office No.40/1A, 4th Flr, Basappa Complex, Lavelle Road, Bengaluru-560001. Tel no: 080 49272400/9620208787/9008744296;
Chennai: Mr B Kalaiselvan/Mr. Sumit Das/Ms. Sumithra, Seethakathi Business Centre, Unit No.216, Second Floor, 684-690, Anna Salai (Mount Road),
Chennai – 600002, Ph : 044- 28299888/9884486551/7200077650; Coimbatore:Mr. Pradeep,JM Financial,AMI Mid Town, 25A-4/1, 3rd Floor,D B Road,
R S Puram,Coimbatore-641 002. Ph: 0422+4022400/9840068636. Guwahati: Ms.Smriti Parasar,JM Financial Services Ltd,1st floor, Ganpati Enclave,Bora
Service, Guwahati 781007.Ph:0361-2468312. Hyderabad: Mr Chandrasekhar/Mr. Satish Raja, 9-10 Uma Chambers, 3rd Floor, Banjara Hills, Hyderabad -
500034, Ph : 040- 40105900; Indore: Mr. VedPrakash Dhimole/Ms. Arti , UG-7 & 8, Ground Floor, D M Tower, ,21/1, Race Course Road, Indore – 452004, Ph
: 0731- 4742100/19/9826033348; Jaipur: Mr Sayar Singh, G -7 & G-8, Brij Anukamba, Plot No.K-13, Ashoka Marg, C-Scheme, Jaipur – 302001, Ph : 0141-
4384400/ ; Kolkata: Mr. Deepkumar Khemka , Kankaria Estate, 8th Flr,6th Little Russell Street, Kolkata - 700071, Ph : 033- 40310330/9830980833; Mumbai
–Mumbai – Borivali: Ms Jyotsna Solanki/Mr C V George/Ms. Disha Shah, 1st Floor, New Pushpanjali II, Jambli Galli, (Factory Lane) , Opp Chintamani
Jewellers, Borivali (West), Mumbai - 400092, Ph : 022- 33101400/9819769991; Mumbai - Fort: Mr. Sona Verghese/Kedar Pimputkar/Ms Armin Iran/Mr.
Vaibhav Keluskar/Mr. Meghnath Bhoir/Ms. Pritha Mukherjee/Mr. Dhaval Raj , 2,3,4 Kamanwala Chambers, Ground Floor, Sir P M Road, Fort, Mumbai–
400001,Ph:022- 22665577/78/79/80, 613603400/30213500/9825325178/9769272829/8291337668/ 7506726019/9870265416/8100623300; Mumbai –
Ghatkopar: Mr. Tilak Sanil/Mr. Beren Solanki ,424/425 Kalidas Plaza, V B Lane, Ghatkopar East, Mumbai – 400075, Ph : 022- 45058700/9833449824,:
Mumbai – Malad: Mr. Nayan Parikh/Ms. Sapna Parulekar , Abhishek Commercial Complex, Office No.8, 1st Floor, Above Dena Bank, Next to Aditi
Hotel, Plot No.104,S V Road, Malad West, Mumbai-400064., Ph : 288 22 831 / 32 /34/ 9773070052.; Mumbai – Navi Mumbai: Mr. Prashant Joshi/Ms.
Vaishali Pawar , 328, 3rd Floor, Vardhman Market, Sector 17, Above DCB, Vashi , Navi Mumbai – 400705, Ph : 66329200/03/04/7709578502; Mumbai
– Vile Parle: Mr Ashit Vora/Ms. Rani Jaiswal ,602, 6th Floor, Kingston, Tejpal Road, Near Railway Crossing,Vile Parle (East), Mumbai 400 057, Ph
: 022- 26636731-34, 26135202-03/9833951393/ ; New Delhi: Mr Umesh Yadav/Mr. Ashishkumar Jhigran , 5 G&H, 5th Floor, Hansalaya Building, 15,
Barakhamba Road, New Delhi - 110001, Ph: 011- 49537800/9810996750/9560584459; Pune: Mr Anand Shirke/Mr Sanjay Yelwande ,205 Business Guild
,Opp. Krishna Dining Hall, Law College Road, Erandawane, Pune – 411004, Ph : 020- 49031600/01/9730003080/9730003079; Rajkot: Mr. Shailesh Dhabhi/
Ms. Mittal Dave, 202 Solitaire, 2nd Floor, Swami Vivekanand Marg, Near Municipal Commissioner Bungalow, Ramkrishna Nagar, Rajkot – 360017, Ph :
0281- 6194000/8488881818; Secunderabad: Mr. Kalyan Chakravarthy ,3rd Floor, 305 Jade Arcade, Opposite Paradise Hotel, M G Road, Secunderabad -
500003, Ph : 040- 40105200/9849309295; Surat: Mr. Dipen Shah /Mr Nishant Trivedi ,A Wing , 2nd Floor 202 International Commerce Centre Bldg , ( ICC
Bldg ),Near Kadiwala School , Majura Gate , Ring Road , Surat – 395002, Ph : 0261- 4081700/9898234288; Vadodara: Mr. Ghanshyam Vyas/Mr. Ankur
Shah, G1 Ground Floor, Shohan, 49 Alkapuri Society, Opp. HDFC Bank, Alkapuri, Vadodara – 390007, Ph : 0265- 6191300/7567342282; Vishakhapatnam:
Mr. B. Rajesh/Ms. Y Satyavati ,Door No 9-1-224/4/3, 1st Floor, Nandan Nirman, CBM Compound, Near Rama Talkies Junction, Visakhapatnam – 530003,
Ph : 0891 – 6603800/8447214919
KARVY STOCK BROKING LTD.
AGRA:Karvy Stock Broking,F4, 1St Floor, Deepak Wasan Plaza Sanjay Place, Agra , Above Hdfc Bank,Uttarpradesh,Pin:282002. AHMEDABAD:
Karvy Stock Broking, 203, Shail Building, Opp: Madhusudhan House, B/H. Girish Gold Drinks, Off. C.G. Road,Navrangpura, Ahmedabad -380006.
ALLAHABAD:Karvy Stock Broking,57 S. P. Marg, R.S.A. Tower, Above Sony Showroom, Civil Lines, Allahabad, Uttar Pradesh-211001.AMBALA:Karvy

44 JM FINANCIAL CREDIT SOLUTIONS LIMITED


in the nature of FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS
Stock Broking, 6349, Nichoson Road, Adjacent Kos Hospital Ambala Cantonement- 133001.BANGALORE-Karvy Stock Broking,#59, Skanda ,Puttana
Road, Basavanagudi, Bangalore, Ph: 080 26606126 -560004. Karvy Stock Broking ,No.337, Gf-3,;Karuna Complex, Sampige Road;Opp: New Vegetable
Market;Malleshwaram;Karnataka 560003 Karvy Stock Broking,#408, Cita Building, Behind Vodafone Store, Koramangala 7Th Block, Bangalore-560095.
BAREILLY: Karvy Stock Broking, 165,Ist Floor Opp Hotel Bareilly Palace Near Rly Station Civil Lines Bareilly-243001. BARODA:Karvy Stock Broking,T-
2, 3Rd Floor, Savoy Complex;63, Haribhakti Extension;Opp Abs Tower, Old Padra Rd, Baroda, Gujarat-390007. BELGAUM:Karvy Stock Broking,Fk-1,
Khimajibhai Complex, Ambedkar Road, Opp: Civil Hospital, Belgaum, Karnataka-590001. BELLARY:Karvy Stock Broking No.1, Khb Colony, First Cross,
Gandhinagar, Bellary, Karnataka, Ph: 08392 254531/33 583101. BHAVNAGAR: Karvy Stock Broking,307, Krushna Darshan Complex, Above Jade Blue
Showroom, Parimal Chowk,Waghawadi Road,Bhavnagar-364001. BHOPAL:Karvy Stock Broking,Kay Kay Business Centre; 133 Zone ;1 Mp Nagar, Bhopal
, Mp 462011 BHUBANESWAR:Karvy Stock Broking, 624; Saheednagar; First Floor, Bhubaneshwar, Ph: 0674- 2547532 / 31 751007.BILASPUR: Karvy
Stock Broking Shop No 201 & 202; 1St Floor; V R Pla, Link Road, Bilaspur, Chattisgarh, Ph: 07752-236420 .Pin-495001. BURDWAN: Karvy Stock
Broking, 63; G.T. Road; Birhata; Halder Comp, Ex 1St Floor, Burdwan, West Bengal,Ph: 0342 2550801 / 2550840; Pin:713101. CHANDIGARH : Karvy
Stock Broking,Sco 2423-2424, First Floor, Sector 22C, Chandigarh-160022. CHENNAI: Karvy Stock Broking,F-3, Adayar Business Court, Old No.25,New
No 51, Gandhinagar 1St Main Road, Chennai, Ph: 044 42076801/42076803 Pin:600020. Karvy Stock Broking ,T-92 Ground Floor Third Avenue Main Road
Anna Nagar Chennai-600040. Karvy Stock Broking No.33/1, Venkataraman Street, T.Nagar,Chennai 600017. COCHIN:Karvy Stock Broking G 39,
Panampally Nagar Opp: Kerala State Housing Board, Kochi, Kerala 682036.COIMBATORE: Karvy Stock Broking,Snv Chambers, First Floor, 482/483,
Cross Cut Road, Opp: Power House, Gandhipuram -Coimbatore - 641012 Ph: 0422 4343200-215 641012. DEHRADUN:Karvy Stock Broking,48/49 , Patel
Market , Opp- Punjab Jewellers , Near Gandhi Park, Rajpur Road,Dehradun-248001. MUMBAI: Karvy Stock Broking,Sai Infotech,Shop No.25, Patel
Chowk, R B Mehta Marg, Ghatkopar East Mumbai.GHAZIABAD:Karvy Stock Broking 1St Floor;C-7; Lohia Nagar, Ghaziabad; Uttar Pradesh 201001.
GORAKHPUR Karvy Stock Broking Pratibha Complex,1St Flour,In Front Of Jubilee Inter College,Jubilee Road,Gorakhpur-273001. GURGAON:Karvy
Stock Broking Shop No. 18, Near Huda Office; Ground Floor, Opp: Akd Tower, Sector 14, Gurgaon-122001.GWALIOR:Karvy Stock Broking 1St Floor , J
K Plaza;Gast Ka Tazia;Falka Bazar , Lashkar;Gwalior ( Mp );Madhya Pradesh-474001. HUBLI: Karvy Stock Broking, “Giriraja House, Old Name: Madhura
House, No.45, Ward No.1, Club Road, Hubli, Karnataka. Ph : 0836 2356201/ 2356202 / 2356204” 580029.HYDERABAD:Karvy Stock Broking Karvy
House, 46, Avenue 4, Street No.1 Banjara Hills, Hyderabad – 500034- Karvy Stock Broking Sri Siva Rama Towers, 3-6-288/3, 1St Floor, Opp. Old Mla
Quarters,Above Hdfc Bank, Hyderguda, Hyderabad, Ph: 040-66035731 500029.JAIPUR Karvy Stock Broking 107-108,Luhadia Tower,Near Ahinsha
Circle,Ashok Marg,C Scheme,Jaipur-302001. JAMNAGAR: Karvy Stock Broking 119, Madhav Plaza,Opp. Sbi Bank, Nr. Lal Bunglow,Jamnagar,Gujarat,
0288-6499279 Pin:361001. JAMSHEDPUR: Karvy Stock Broking Kanchan Towers;3Rd Floor;3 S.B.Shop Area, Bistupur Main Road,Jamshedpur,
Jharkhand, Ph: 0657- 2487020;;2487045;2487048. Pin:831001.KAKINADA:Karvy Stock Broking 13-1-46; Sri Deepthi Towers; First Floor Main Road, East
Godavari, Kakinada, Ph: 0884 2387382 / 2387383-Pin:533001. KANPUR:Karvy Stock Broking 15/46, Civil Lines, Opp. Muir Mills, Stock Exchange Road,
Kanpur-208001.KOLHAPUR:Karvy Stock Broking Omkar Plaza 1 St Floor, Unit F - 2 & F - 4, Rajaram Road , Bagal Chowk, Kolhapur,Ph: 0231
2525132/33/34 416008.KOLKATA - DALHOUSIE Karvy Stock Broking Martin Burn House, 1, R.N. Mukherjee Road, 2Nd Floor, Room No : 226,
Kolkata-700001. Karvy Stock Broking 3rd Floor, “B’ Block, Apeejay House, 15, Park Street, Kolkata 700016. LUCKNOW:Karvy Stock Broking 94 M.G.
Marg Opp Governor House Hazratganj Lucknow 226001. LUDHIANA:Karvy Stock Broking Ist Floor, Sco 136, Feroze Gandhi Market , Ludhina ,
Punjab-141001. MADURAI:Karvy Stock Broking 274, Goods Shed Street, Madurai, Tamil Nadu, 625001. Karvy Stock Broking, Rakesh Towers, Opp
Nagappa Motor, No.30, By Pass Road, Madurai, Tamil Nadu. MANGALORE: Karvy Stock Broking Mahendra Arcade, Ground Floor, Kodailabail, Mangalore,
Karnataka Ph 0824 2492302 / 2496332 / 2492901 575003. MEERUT: Karvy Stock Broking 1St Floor Medi Centre, Opp Eves Petrol Pump, Hapur Road, Near
Baccha Park, Meerut-250001. MUMBAI : Karvy Stock Broking Shop No 14,Star Trade Centre, Near Chamunda Circle, Borivali, West Mumbai 400001.
Karvy Stock Broking NO 7, 2ND FLOOR, DOSSA MANSION, OPP RBL BANK, NR APNA BAZAR, P M ROAD, FORT MUMBAI – 400001. Karvy Stock
Broking, Office No 01, Yashwant Tower, Ram Ganesh, Gadkari Path, Ghantali Road, Naupada, Thane (West), Mumbai-400001. Karvy Stock Broking 104,1St
Floor, Sangam Arcade Hsg Society, Opp Vile Parle Station, Above Hsbc Atm, V P Road, Vile Parle (W), Mumbai-400001. MUZAFFARNAGAR: Karvy
Stock Broking,203/99 C, Sadar Bazar, Opp Peace Library Muzaffarnagar-251001. NADIAD:Karvy Stock Broking 104-105; City Point,Near Paras
Cinema,Nadiad,Gujarat, Phone No: 0268-2563210/45/48.Pin:387001.NAGPUR: Karvy Stock Broking,230-231 3Rd Floor, Shri Ram Shyam Tower,Near Nit
Building,Nagpur Maharashtra, Phone No: 0712- 6611293/6612376. Pin: 440001.NASIK: Karvy Stock Broking,F1, Suyojit Sankul, Sharanpur Road, Near
Rajiv Gandhi Bhavan, Nasik, Ph 0253 2316232/33/34 422002. NAVSARI: Karvy Stock Broking 1/1, 1St Floor; Chinmay Arcade,Opp: Sattapir, Tower Road,
Navasari, Gujarat, Phone No: 02637- 280362 / 280363 / 280378 . Pin:396445. NEW DELHI: Karvy Stock Broking,23, UGF , Himalaya House, KG Marg,
New Delhi-110001. NOIDA: Karvy Stock Broking, 307,2Nd Floor Jaipuria Plaza, (Opp Delhi Public School) Sector 26, Noida 201301. PATNA:Karvy Stock
Broking,Office No. 3006 3Rd Floor;Yunus Plaza/Grand Plaza;Frazer Road;Patna;Bihar-800001. PONDICHERRY: Karvy Stock Broking,No7 First Floor
Thayagaraja Street Pondicherry-605001. PUNE: Karvy Stock Broking, Mozaic Building, Cts No-1216/1, Fergussion College Road, Shivaji Nagar, Pune-
411004. RAJKOT: Karvy Stock Broking 505-506, Star Chamber, Harihar Chowk, Rajkot, Gujarat – 360 001. Pin-360001. ROURKELA: Karvy Stock
Broking,”1St Floor ;Sandhu Complex; Kachery Sandhu Complex; Kachery Road; Uditnagar Road; Udit Nagar; Rourkela Orissa, Ph: 0661-2510770 / 2510772.
Pin-769012. SHIMOGA: Karvy Stock Broking,Sri Matra Naika Complex, 1St Floor , Above Shimoga Diagnostic Centre, Llr Road Durgigudi, Shimoga,
Karnataka 577201. SURAT:Karvy Stock Broking Office No. 312, 3Rd Floor, Empire State Building, Nr. Udhna Darwaja,Ring Road, Surat-395002.
TRICHY:Karvy Stock Broking, Sri Krishna Arcade, 60, Thennur High Road, Thennur, Trichy, Ph : 0431-2791000,4020226 .Pin:620017. TRIVANDRUM:
Karvy Stock Broking,2Nd Floor; Akshaya Towers; Sasthamangalam Near Hundai Showroom; Above Jet Airways; Trivandrum; Kerala, Ph: 471-2725989 - 90-
91. Pin-695010. VARANASI: Karvy Stock Broking,1 Floor ,D 64 / Ka Anant Complex ,Sigra Varanasi-221010. VIJAYAWADA: Karvy Stock Broking,39-10-7;
Opp:Municipal Water Tank, Labbipet;Vijayawada; Andrapradesh, Ph : 0866-2495200. Pin:520010. VISHAKAPATNAM: Karvy Stock Broking,47-14-5/1,
Eshwar Paradise, Dwarakanagar Main Road, Vishakapatnam, Ph : 0891-2752915/16/17/18. Pin-530016.
TIPSONS STOCK BROKERS PRIVATE LIMITED
AHMEDABAD (Head Office): Tipsons Stock Brokers Pvt. Ltd., 5th Floor, Sheraton House, Polytechnic Road, Ambawadi, Ahmedabad – 380 015, Tel:
66828019, 66826064 ; BANGALORE: Tipsons Stock Brokers Pvt. Ltd., 214-B, Mittal Towers, M G Road, Bangalore – 560 001, Tel: 4112 3628, 4112
3828.; CHENNAI: Tipsons Stock Brokers Pvt. Ltd., 70, Cisons Complex, 1st Floor, 150, Montieth Road, Egmore, Chennai – 600 008, Tel: 44 42693911;
HYDERABAD: Tipsons Stock Brokers Pvt. Ltd, 501/A, Suryakiran Complex, Sarojini Devi Road, Secunderabad – 500 003, Tel: 40 40186055; KOLKATA:
Tipsons Stock Brokers Pvt. Ltd Chatterjee International Centre, 16th Floor, Room-12, 33A, Jawahar Lal Nehru Road, Kolkata- 700 071, Tel: 2288 0118, 3250

JM FINANCIAL CREDIT SOLUTIONS LIMITED 45


in the nature of FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS
3500,; MUMBAI: Tipsons Stock Brokers Pvt. Ltd 211, 207, second floor, Madhava Building, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051,
Tel: 23524516, 23524518; NEW-DELHI: Tipsons Stock Brokers Pvt. Ltd 1008, 10th Floor, Akashdeep Building, Cannought Place, 26/A, Barakhambha Lane,
New-Delhi – 110 001, Tel: 2335 1155, 3260 8500; PUNE: Tipsons Stock Brokers Pvt. Ltd, Shrinath Lake View Flat No 220, 2nd, floor Jambhulwadi Road,
Ambegaonkhd, Nr Lipane Vitt Batti, Pune – 411046, Tel: 2613 1997, 3250 3500
SMC Global Securities
AGRA :- F- 4, Block No 35, Surya Kiran Building Near Metro Bar Sanjay Place Agra Ph no 7520787708, AHMEDABAD :- 10-A, Kalapurnam,C G
Road ,Near Municipal Market, Ahmedabad 380003 Ph no 9825612323, 09727799200, BANGALORE:- 2003/2, 2nd Floor, (above tata docomo showroom),
100 ft road, HAL 2nd Stage, Bangalore-560008 Ph no 09739161699, CHENNAI:- Salzburg square,flat no.1, 3rd Floor,Door no .107,Harrington Road
Chetpet,Chennai-600 031. DEHRADUN :- 7,8,9&10 shiva palace, second floor, rajpur road Dehradun 248001 Ph no 9368572105 HISSAR :- Mago
Securities Ltd 104, SCF Gram, 1st Floor Green Square Market Hissar Ph no 09416023332 HYDERABAD/SECUND’BAD :- 206, 3rd floor Bhuvana
Towers, Above CMR Exclusive, S D Road SECUNDERABAD, 500003 INDORE :- 206,Gold Arcade 3/1 New Palasia Opp Curewell hospital, Indore, M P
Ph no 9826062666 JAIPUR :- 401, fourth Floor Shyam Anukampa Opp HDFC BANK Ashok Marg C scheme Jaipur Ph no 9928882771 JAMSHEDPUR
:- K2-L1 Tiwary Becher Complex ,P.O. Bistupur ,Jamshedpur 831001 Ph no 9934399678 KANPUR :- shop no : G-21, Ground Floor City Centre The
Mall Kanpur -228001 ph no 9305358433 KOLKATA :- 18, Rabindra Sarani Podder Court Gate NO 4, 5th Floor Kolkatta -700001 Ph no 09933664479
LUCKNOW :- Radha Krishna Bhawan, Plot No. 3/A, 5 Park Road, Lucknow Ph no 9839826932 MUMBAI :- 258,Perin Nariman Street First Floor Fort
mumbai -400001 Ph no 09821111219, 9930055430 NEW DELHI/DELHI:- 17 , Netaji Subhash Marg, Opp. Golcha Cinema Daryaganj, New Delhi-110 002
Ph no 9818620470 , 9810059041, 301, 3rd Floor, Kanchenjunga Building, 18, Barakhamba Road, Delhi - 110001 Ph no 9958696929 9180469955, 503, Ansal
Bhawan Barakhamba Road New Delhi -110001 Ph no 9871626464 NOIDA :- 106-Ocean Plaza .P-5 SEC-18, NOIDA-201301 Ph no 9717000378 PUNE :-
3RD Floor, 1206/4B, Durgashankar Building, Beside Khetan Medical Behind Shubham hotel, JM Road Pune 411004 RAJKOT :- 401-Star Chambers, Harihar
Chowk, Nr. Panchnth Mandir, Rajkot-360001 Mob - # +91 8000903984, Tel – 0281-3017965 SURAT:- 316, Empire State Building, Near Udhna Darwaja,
Ring Road, SURAT-395002 ||  Tel No.: 0261-4005017
ICICI Securities Ltd
163 Backbay Reclamation, H.T. Parikh Marg, Churchgate, Mumbai – 400020
TRUST SECURITIES SERVICES PVT. LTD.
Ahmedabad: Trust Securities Services Pvt. Ltd., 006, Ground Floor, Sakar - IV, Opp Town Hall, Ellis Bridge, Ashram Road, Ahmedabad - 380009, Tel
No: 079-30006151; Bengaluru: Trust Securities Services Pvt. Ltd., No.910, 9th Floor, Prestige, Meridian - I, M.G Road, Bengaluru - 560001, Tel No: 080-
42622111; Bharuch: Trust Securities Services Pvt. Ltd., Bunglow No.3, Utkarsh Society, Behind Polytechnic College, Bharuch - 392002, Tel No: 02642-
247383; Chennai: Trust Securities Services Pvt. Ltd., Prince Arcade, 2-C, 2nd Floor, New No.29/57, Cathedral Road, Chennai - 600086, Tel No: 044-
43235856; Hyderabad: Trust Securities Services Pvt. Ltd., 511, Aditya Trade Centre, Ameerpet, Hyderabad - 500038, Tel No: 040-65846061; Kolkata:
Trust Securities Services Pvt. Ltd., Room No.64, Chitrakoot, 230/A, Acharya Jagdish Chandra Bose Road, Kolkata - 700020, Tel No.033-40845000;
Mumbai: Trust Securities Services Pvt. Ltd., 1101, Naman Centre, Bandra Kurla Complex, Bandra (East), Mumbai - 400051, Tel No: 022-40845000;
New Delhi: Trust Securities Services Pvt. Ltd., 912-915, 9TH FLOOR, TOLSTOY HOUSE, TOLSTOY MARG, C. P., NEW DELHI - 110001, Tel. No:
011-43554000; Pune: Trust Securities Services Pvt. Ltd., 609, Llyods Chambers, Block - II, 6th Floor, Maldhakka Chowk, Pune - 411011, Tel. No: 020-
67445357.
TRUST FINANCIAL CONSULTANCY SERVICES PVT. LTD
Ahmedabad: Trust Financial Consultancy Services Pvt. Ltd., 006, Ground Floor, Sakar - IV, Opp Town Hall, Ellis Bridge, Ashram Road, Ahmedabad -
380009, Tel No: 079-30006151; Bengaluru: Trust Financial Consultancy Services Pvt. Ltd., No.910, 9th Floor, Prestige, Meridian - I, M.G Road, Bengaluru
- 560001, Tel No: 080-42622111; Bharuch: Trust Financial Consultancy Services Pvt. Ltd., Bunglow No.3, Utkarsh Society, Behind Polytechnic College,
Bharuch - 392002, Tel No: 02642-247383; Chennai: Trust Financial Consultancy Services Pvt. Ltd., Prince Arcade, 2-C, 2nd Floor, New No.29/57,
Cathedral Road, Chennai - 600086, Tel No: 044-43235856; Hyderabad: Trust Financial Consultancy Services Pvt. Ltd., 511, Aditya Trade Centre,
Ameerpet, Hyderabad - 500038, Tel No: 040-65846061; Kolkata: Trust Financial Consultancy Services Pvt. Ltd., Room No.64, Chitrakoot, 230/A,
Acharya Jagdish Chandra Bose Road, Kolkata - 700020, Tel No.033-40845000; Mumbai: Trust Financial Consultancy Services Pvt. Ltd., 1101, Naman
Centre, Bandra Kurla Complex, Bandra (East), Mumbai - 400051, Tel No: 022-40845000; New Delhi: Trust Financial Consultancy Services Pvt. Ltd.,
912-915, 9TH FLOOR, TOLSTOY HOUSE, TOLSTOY MARG, C. P., NEW DELHI - 110001, Tel. No: 011-43554000; Pune: Trust Financial Consultancy
Services Pvt. Ltd., 609, Llyods Chambers, Block - II, 6th Floor, Maldhakka Chowk, Pune - 411011, Tel. No: 020- 67445357

46 JM FINANCIAL CREDIT SOLUTIONS LIMITED


in the nature of FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

JM FINANCIAL CREDIT SOLUTIONS LIMITED 47


LIST OFof
in the nature SELF CERTIFIED
FORM SYNDICATE
2A - MEMORANDUM BANKS (SCSBs)
CONTAINING UNDER
SALIENT THE ASBA
FEATURES PROCESS
OF THE PROSPECTUS

48 JM FINANCIAL CREDIT SOLUTIONS LIMITED