ANUTTAM DEVELOPERS PRIVATE LIMITED

Transcription

1 ANUTTAM DEVELOPERS PRIVATE LIMITED A private limited company incorporated on August 30, 2005 under the (Indian) Companies Act, 1956 Registered Office: Koregaon Park Plaza Mall, 37/4/2 North Main Road, Ghorpadigaon, Pune, Maharashtra Telephone: (080) ; Fax: (080) Contact Person: Mr. Hemant Kothari; hemantk@elbitindia.com ISSUE OF RATED, LISTED, REDEEMABLE NON-CONVERTIBLE DEBENTURES OF FACE VALUE OF Rs. 1,000,000 EACH AS SECURED BY THE SECURITY PACKAGE PROVIDED HEREIN (THE DEBENTURES ), AGGREGATING UP TO Rs. 2,350,000,000 ON A PRIVATE PLACEMENT BASIS BY ANUTTAM DEVELOPERS PRIVATE LIMITED (THE ISSUE ). BACKGROUND This information memorandum (the Information Memorandum ) is related to the Debenture issue by Anuttam Developers Private Limited (the Company ) on a private placement basis and contains relevant information and disclosures required for the purpose of issuing of the Debentures. The Issue has been authorised by the Company through a resolution passed by the board of directors of the Company on February 16, 2015 and a special resolution passed by the shareholders of the Company on March 24, GENERAL RISKS Investment in debt and debt related securities involves a degree of risk and investors should not invest any funds in debt instruments, unless they can afford to take the risks attached to such investments. For taking an investment decision, potential investors must rely on their own examination of the Company and the Issue, including the risks involved. The Issue has not been recommended or approved by the Securities and Exchange Board of India (the SEBI ) nor does SEBI guarantee the accuracy or adequacy of this document. COMPANY S ABSOLUTE RESPONSIBLITY The Company, having made all reasonable inquiries, accepts responsibility for, and confirms that this Information Memorandum contains all information with regard to the Company and the Issue, which is material in the context of the Issue, that the information contained in this Information Memorandum is true and correct in all material respects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Information Memorandum as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. CREDIT RATING Credit Analysis and Research Limited (the Credit Rating Agency ) has assigned CARE BB (SO) [(Double B) (Structured Obligation)] rating to the captioned Issue. Instruments with this rating are considered to have a moderate degree of safety regarding timely servicing of financial obligations and carry moderate credit risk. The rating is not a recommendation to buy, sell or hold securities, and investors should take their own decisions. The rating may be subject to revision, suspension or withdrawal at any time by the assigning rating agency on the basis of additional information evaluated by the assigning rating agency and each rating should be evaluated independently of any other ratings. Ratings do not comment on the adequacy of market price; the suitability of any investment, loan or security for a particular investor (including without limitation, any accounting and/or regulatory treatment); or the tax-exempt nature or taxability of payments made in respect of any investment, loan or security. The Credit Rating Agency is not your advisor, nor is it providing to you or any other party any financial advice, or any legal, auditing, accounting, appraisal, valuation or actuarial services. The ratings may be raised, lowered, withdrawn or placed on rating watch due to changes in, additions to, accuracy of, or the inadequacy of, information or for any other reason the Credit Rating Agency deems sufficient. Please refer to Annexure - II of this Information Memorandum for a copy of the credit rating letter dated April 4, LISTING The Debentures offered through this Information Memorandum are proposed to be listed on the Wholesale Debt Market (the WDM ) segment of BSE Limited (the BSE ). The Company has obtained an in-principle approval from BSE on April 6, Please refer to ANNEXURE VI of this Information Memorandum for a copy of the in-principle approval letter dated April 6, 2015 issued by BSE. In case the Debentures issued are not listed within 15 days of issuance, the Company shall immediately redeem / buyback the Debentures from the investors. ISSUE PROGRAMME ISSUE OPENING DATE ISSUE CLOSING DATE PAY-IN DATE May 12, 2015 May 13, 2015 May 13, 2015 The Company reserves the right to change this Issue Schedule at its sole discretion, without giving any reasons or prior notice. The Issue shall be open for subscription during the banking hours on each day during the period covered by this Issue Schedule. CREDIT RATING AGENCY DEBENTURE TRUSTEE REGISTRAR TO ISSUE Credit Analysis and Research Limited Unit No , 11th Floor, Prestige Meridian 2, No-30, M.G. Road, Bangalore Tel: (91 80) Fax: (91 80) care@careratings.com Contact Person: Mr. Karthik Raj K Website: IL&FS Trust Company Limited IL&FS Financial Centre, Plot C-22 G Block, Bandra-Kurla Complex, Bandra (E), Mumbai , Maharashtra, India Tel: (91 22) Fax: (91 22) krunal.shah@ilfsindia.com Contact Person: Krunal Shah Website: Sharepro Services India Private Limited : 13 AB, Samitha Warehousing Complex, 2 nd Floor, Sakinaka Telephone Exchange Lane Sakinaka, Andheri East Mumbai Tel: (91 22) Fax: (91 22) nileshb@shareproservices.com Contact Person: Mr. Nilesh Bhandare Website: Note: This Information Memorandum is neither a prospectus nor a statement in lieu of prospectus. This is only an information brochure intended for the use of the addressee only and does not constitute an offer or an invitation to the public for subscription to the Debentures under any law for the time being in force. This Information Memorandum is intended to form the basis of evaluation by potential investors to whom it is addressed and who are willing and eligible to subscribe to the Debentures. The Company can, at its sole and absolute discretion, change the terms of the Issue. 1

2 TABLE OF CONTENTS SECTION 1: DEFINITIONS AND ABBREVIATIONS 3 SECTION 2: NOTICE TO INVESTORS AND DISCLAIMERS 4 SECTION 3: DETAILS OF THE COMPANY 9 SECTION 4: DETAILS OF THE TRANSACTION STRUCTURE 10 SECTION 5: DISCLOSURES 12 SECTION 6: RISK FACTORS 26 SECTION 7: OTHER INFORMATION AND ISSUE PROCEDURE 30 SECTION 8: DECLARATION 37 ANNEXURE I TERM SHEET 38 ANNEXURE II RATING LETTER 44 ANNEXURE III LETTER FROM THE DEBENTURE TRUSTEE 45 ANNEXURE IV APPLICATION FORM 46 ANNEXURE V LAST AUDITED FINANCIAL STATMENTS 48 ANNEXURE VI IN-PRINCIPLE LISTING APPROVALS 49 ANNEXURE VII DIRECTORSHIPS 50 2

3 SECTION 1: DEFINITIONS AND ABBREVIATIONS Unless the context otherwise indicates or requires, the following terms shall have the meanings given below in this Information Memorandum: Term Application Form Accounts Agreement Account Bank Act Additional Redemption Premium Affiliate Aggregate Call Price Applicable Law or Law Articles Axis Facility Documents Definition The form used by the recipient of this Information Memorandum to apply for subscription to the Debentures, which is annexed to this Information Memorandum and marked as ANNEXURE IV. The agreement to be entered into between the Account Bank, the Debenture Trustee and the Company, in relation to operation and monitoring of the Transaction Accounts. Standard Chartered Bank, and any successors acting as the Account Bank pursuant to the terms of the Debenture Documents. The Companies Act, 1956 and/or the Companies Act, 2013 (to the extent in force and as may be applicable). The redemption premium payable in addition to the Redemption Premium, and calculated in accordance with the formula agreed to between the Company, the Debenture Trustee and NIRPL under the DTD. With respect to any person, any other person that is directly or indirectly controlled by, or under common control with such person. For the purposes of this definition, control of a person shall mean, directly or indirectly, the ownership of a majority of voting securities of such person, or the ability or power to appoint a majority of the board of directors of such person. The aggregate consideration equivalent to the sum of the NCD Subscription Amount, Redemption Premium and Additional Redemption Premium (if any), proportionate to the Debentures being redeemed. All statutes, enactments, acts of legislature or parliament, laws, by-laws, rules, regulations, notifications, circulars, orders, ordinances, guidelines, policies, directions and judgments of any Governmental Authority having the force of law, in any relevant jurisdiction, as applicable to any concerned party to the DTD. The articles of association of the Company. The: (i) sanction letter bearing reference number AXISB/BNG/CB-MC/071 dated June 28, 2011 issued by Axis Bank Limited; (ii) term loan agreement dated June 29, 2011 executed between the Company and Axis Bank Limited; (iii) undertaking executed by the Company dated June 29, 2011; (iv) declaration dated June 29, 2011 executed by the Company; (v) escrow Agreement dated June 29, 2011 executed between the Company and Axis Bank Limited; (vi) composite deed of hypothecation dated June 29, 2011 executed by the Company in favour of Axis Bank Limited; (vii) joint memorandum of entry dated March 29, 2012 executed by Yishtak Elias as the power of attorney holder for various parties; (viii) sanction letter bearing reference number AXISB/BNG/CB-MC/407 dated December 30, 2011; (ix) term loan agreement dated December 30, 2011 between the Company and Axis Bank Limited; (x) undertaking executed by the 3

4 Board BSE Business Day Term Definition Company dated December 30, 2011 in favour of Axis Bank Limited; (xi) escrow Agreement dated December 30, 2011 executed between the Company and Axis Bank Limited; and (xii) supplemental deed of hypothecation dated December 30, 2011 by the Company in favour of Axis Bank Limited and (xii) such other documents executed between the Company and Axis Bank Limited, in connection with loan availed by it from Axis Bank Limited. The board of directors of the Company. Bombay Stock Exchange Limited. A day (other than a Saturday or Sunday or a public holiday notified by the Central Government under Section 25 of the Negotiable Instruments Act, 1881) on which banks are open for general business in Bengaluru, India. Company Call Option Date As defined in Annexure 1. CAM Charges The charges paid by the Mall Tenants to the Company for maintenance of common areas in the Mall by whatever name called, pursuant to contractual arrangements between the Mall Tenants and the Company. Capital Expenditure & The account opened by the Company and charged in favour of the Debenture Trustee, titled Capex and Maintenance Maintenance Account Account, maintained with the Account Bank pursuant to the Accounts Agreement. Company Account The account opened by the Company with the Account Bank, into which all Project Receipts shall be deposited by the Company, which shall be charged in favour of the Debenture Trustee and operated in accordance with the Accounts Agreement. Control or Controlled by or Controlling or under common Control with With respect to a Person, the acquisition or control, directly or indirectly, of more than 50% of the voting rights or of the issued share capital of such Person, or the right to appoint and/ or remove all or the majority of the members of the board of directors or other governing body of such Person, the power to direct or cause the direction of the management, to merge and exercise significant influence on the management or policies of such Person, whether obtained directly or indirectly, and whether obtained by ownership of share capital, the possession of voting rights, through contract or otherwise. Corporate Guarantee The corporate guarantee proposed to be executed by the Corporate Guarantor in favour of the Debenture Trustee under the laws of India. Corporate Guarantor Nitesh Estates Limited, a public listed company having its registered office at Nitesh Times Square, Level 7, # 8, M. G. Cash Account Bank Cash Account Bank Agreement Road, Bengaluru , Karnataka, India. Standard Chartered Bank, and any successors acting as the cash account bank pursuant to the terms of the Cash Account Bank Agreement. The agreement dated on or about the date of the DTD, entered into between the Cash Account Bank, the Debenture Trustee, NIRPL and the Company, which shall govern the use of the NCD Subscription Amount towards (i) payments of the Existing Debt to the Existing Chargeholders, (ii) payment of the Purchase Consideration into the Cash Account and 4

5 Term CCDs Debenture Holders Debenture Payments DTD or Debenture Trust Deed Debenture Trustee Debenture Trustee Appointment Agreement Deed of Hypothecation Deemed Date of Allotment Default Interest Definitive Documents Definition thereafter to Permindo Limited and Dezimark Limited for the transfer of the Pledged Securities. 228,057,210 compulsorily convertible debentures of the face value of Rs. 10 issued by the Company. Persons who are, for the time being and from time to time, the holders of the Debentures and whose names appear in the register of beneficial owner, which shall include the Subscriber(s). All present and future money, debts and liabilities owing or incurred, from time to time, by the Company to the Debenture Holders in consonance with the terms of the Definitive Document such as the NCD Subscription Amount, Interest, Default Interest, Redemption Premium and Additional Redemption Premium, indemnity payments and all costs, fees and expenses payable in respect of the Debentures under the Definitive Documents. The debenture trust cum mortgage deed to be executed amongst the Company, the Debenture Trustee and NIRPL. IL&FS Trust Company Limited, a company incorporated under the Companies Act, 1956, having its registered office at The IL&FS Financial Centre, Plot No C22, G Block, Bandra Kurla Complex, Bandra East, Mumbai , with office also at Bengaluru office: Al-Latheef, 1 st Floor, #2 Union Street, Off Infantry Road, Bengaluru The agreement executed between the Company and the Debenture Trustee for appointment of the Debenture Trustee as the trustee for the Issue. The deed of hypothecation executed on or about the date of the DTD by the Company in favour of the Debenture Trustee. The date which is 1 day after the Pay-In Date. An interest being 2% (two percent) over and above the rate of Interest applicable on the relevant Debenture Payment calculated from the relevant Due Date, of the relevant Debenture Payment, till the date of actual payment of that Debenture Payment, provided that if at the relevant time for computation of Default Interest, the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, does not require the minimum default interest payable to the Debenture Holders to be more than 1% (one percent) over and above the rate of Interest, the Company shall be liable for payment of Default Interest at 1% (one percent) over and above the rate of Interest. It is clarified that the Default Interest paid to the Debenture Holders shall not be factored in for the purposes of calculating the Redemption Premium. The following documents: (i) (ii) DTD; Securities Pledge Agreement and attendant power of attorney 5

6 Term (iii) Accounts Agreement; Definition (iv) Cash Account Bank Agreement; (v) Property Escrow Agreement; (vi) Corporate Guarantee; (vii) Debenture Trustee Appointment Agreement; (viii) this Information Memorandum; (ix) the Private Placement Offer Letter; (x) Demand Promissory Note; (xi) the Deed of Hypothecation; and Demand Promissory Note Depositories Due Date Encumbrance (xii) any other document designated as a Definitive Document by the parties to the Debenture Trust Deed. A demand promissory note furnished by the Company to the Debenture Trustee, for an amount equivalent to the Debenture Payments and shall include the letter of continuity in respect of the demand promissory note. National Securities Depository Limited, Central Depository Services (India) Limited and/or such other depository registered with the Securities and Exchange Board of India, with whom the Company has entered into an agreement for keeping and dealing with the Debentures in a dematerialized form. A date on which any Debenture Payment becomes due and payable to the Debenture Holders, and shall include the Interest Payment Date and the Mandatory Redemption Date. Any encumbrance such as a mortgage, charge, pledge, hypothecation, lien, any valid claim, Security Interest, legal burden, title defect, title retention agreement, lien, deposit by way of security, beneficial ownership, right of first offer, first, last or other refusal right, or transfer restriction in favour of any Person, any adverse claim as to title, possession or use, court attachment, or obligation to create any of the foregoing; or (b) any arrangement under which money or claims to, or the benefit of, a bank or other account may be applied, set-off or made subject to a combination of accounts so as to effect 6

7 Term Existing Charge Holders Existing Debt Event of Default Final Settlement Date Governmental Authority Financial Year Hypothecated Properties Initial Debenture Holders IRR Definition payment of sums owed or payable to any Person. Axis Bank Limited and State Bank of Hyderabad Limited which have a first ranking exclusive mortgage on the Project Property in terms of the facility documents executed with the Company. The cumulative outstanding amounts to be paid by the Company under the Axis Facility Documents and the SBH Facility Documents to the Existing Charge Holders. The term shall have the meaning set out in Section 4.3 of this Information Memorandum. The date on which all the outstanding Debentures entitled to the benefit of the trusts under the DTD have been paid off or satisfied in accordance with the terms thereof (including by way of consummation of redemption following a Company Call Option), and upon payment of all costs, charges and expenses incurred by the Debenture Trustee in relation to the Definitive Documents, including the remuneration of the Debenture Trustee. Any national, state, provincial, local or similar government, governmental, regulatory or administrative authority, branch, agency, any statutory body or commission or any non-governmental regulatory or administrative authority, body or other organization in India to the extent that the rules, regulations and standards, requirements, procedures or orders of such authority, body or other organization have the force of Law or any court, tribunal, arbitral or judicial body, or any Recognised Stock Exchange in India. The period commencing from April 1 of one year and ending on March 31 of the immediately succeeding year. Project Receipts and all contracts, insurances (if any), incorporeal rights and all amounts due to or received or receivable by the Company in connection with the Mall, the Transaction Accounts and all monies lying to the credit of such accounts. The first Debenture Holders whose names are entered into the register and to whom the NCDs are first issued following the Pay-in Date. The internal rate of return (expressed as a percentage) and shall be calculated using the latest XIRR function of Microsoft Excel. Interest In the 1 st (first) year and 2 nd (second) year from the Deemed Date of Allotment, no fixed Interest is payable on the Debentures; provided that if there are any amounts lying to the credit of the Payment Account (including in the form of any fixed deposits linked to the Payment Account) on the date falling on the 180 th calendar day from Deemed Allotment Date and every 180 th calendar day thereafter until the second anniversary from the Deemed Allotment Date (i.e. semi-annual interest payments), such amounts shall be paid out of the Payment Account by the Company to the Debenture Holders on each of such dates as Interest. On the first Interest Payment Date after the beginning of the 3 rd (third) year from the Deemed Date of Allotment, all amounts lying to the credit of the Payment Account, if any, shall be paid out as Interest. On the second Interest 7

8 Term Definition Payment Date after the beginning of the 3 rd (third) year from the Deemed Date of Allotment, an aggregate Interest at the rate of 8% (eight per cent) per annum for the 3 rd (third) year, compounded annually on the third anniversary from the Deemed Date of Allotment, shall be paid to the Debenture Holders. For the purposes of calculating the 8% per annum interest payable to the Debenture Holders for the 3 rd (third year), the following amounts shall be included (a) any amounts paid as Interest on the first Interest Payment Date after the beginning of the 3 rd (third) year from the Deemed Date of Allotment; and (b) any amounts paid as Interest in the 1 st (first) year and 2 nd (second) year from the Deemed Date of Allotment in excess of INR 4,70,00,000 (four crores and seventy lakhs); In the 4 th (fourth) year from the Deemed Date of Allotment, an interest at the rate of 10% (ten per cent) per annum, compounded annually on the fourth anniversary from the Deemed Date of Allotment shall be paid semi-annually; and In the 5 th (fifth) year from the Deemed Date of Allotment, an interest at the rate of 10% (ten per cent) per annum, compounded annually on the fifth anniversary from the Deemed Date of Allotment shall be paid semi-annually. Interest Payment Date Majority Debenture Holders Mall Mall Contracts Mall Tenants Mandatory Redemption Date Material Adverse Effect A date falling on the 180 th calendar day from Deemed Allotment Date and every 180 th calendar day thereafter until the fifth anniversary from the Deemed Allotment Date. Such number of Debenture Holders holding more than 50% (fifty per cent) of the nominal value of the Debentures then outstanding, at any point in time. The Koregaon Park Plaza mall, constructed on the Project Property. Any lease and/or license agreements (by whatsoever name called) with the Mall Tenants. The tenants occupying the Mall, pursuant to lease, license or any such similar arrangement with the Company. The day falling on the 5 th anniversary from the Deemed Date of Allotment. The effect or consequence of an event, circumstance, occurrence or condition which has caused or is reasonably likely to cause, as of any date of determination: (i) a material adverse effect on the Secured Assets; (ii) a material adverse effect on the financial condition and credit standing of any of the Security Providers, or the ability of the Security Providers to perform and comply with their respective obligations under any Definitive Document to 8

9 Term which they are a party; Definition (iii) a material breach or default by the Company under the Definitive Documents; or (iv) a material adverse effect on the validity or enforceability of the rights or remedies of the Debenture Holders and/or the Debenture Trustee under any of the Definitive Documents (including the ability of any party to enforce any of its remedies thereunder). Miscellaneous Income Any amounts collected by the Company from the Mall Tenants, including but not limited to, by way of parking fees, display fees, event management fees and other fees, service charges or consideration in connection with the operations of the Project Property (excluding CAM Charges, lease rentals and security deposit amounts). Mortgaged Properties All rights, title, interest and benefit in respect of the Project Property situated and lying at 37/4/2 North Main Road, Ghorpadigaon, Pune, Maharashtra , India and more particularly described in the Debenture Trust Deed, together with all buildings, erections and constructions of every description which are standing erected or attached or shall at any time hereafter during the continuance of the security hereby constituted be erected and standing or attached to the aforesaid property and premises and all rights to use common areas and facilities and incidentals attached thereto, together with all trees, fences, hedges, ditches, ways, sewers, drains, waters, watercourses, liberties, privileges, easements and appurtenances whatsoever to and arising in relation to the said property or any part thereof, lands, hereditaments or premises whether presently in existence or in the future belonging to or in anyway appurtenant to the Project Property and all the estate, right, title, interest including any development rights, property, claim and demand whatsoever of the Company into and upon the same which description shall include all properties of the above description whether presently in existence, constructed or to be constructed on the Project Property. NCD Account The account opened by the Company with the Cash Account Bank, into which the NCD Subscription Amount shall be deposited by the Debenture Holders, and which shall be operated in accordance with the Cash Account Bank Agreement. NCD Subscription Amount Rs. 2,350,000,000 Nitesh Coverage Group The Corporate Guarantor, any of its Affiliates, and specifically including, Courtyard Construction Private Limited and Nitesh Estates Whitefield (which includes the properties of Nitesh Flushing Meadows and Nitesh Forest Hills). NIRPL Nitesh Indiranagar Retail Private Limited, a company incorporated under the Companies Act, 1956, having its registered office at 7 th Floor, Nitesh Timesquare, No. 8, M. G. Road , Bengaluru. NIRPL EMD The earnest money deposit of Rs. 200,000,000 (Rupees Two Hundred Million only) provided by NIRPL to the Company. NIRPL Purchase Right Date As defined in Annexure 1. Pay-In Date The date on which the NCD Subscription Amount is received by the Cash Account Bank into the NCD Account. 9

10 Term Definition Payment Account The account opened by the Company with the Account Bank and charged in favour of the Debenture Trustee pursuant to the Definitive Documents, and operated in accordance with the Accounts Agreement. Payment Date An Interest Payment Date and/or a Redemption Payment Date, as the case may be. Person An individual, natural person, corporation, partnership, limited liability company, trust, joint venture, incorporated or unincorporated body or association, Hindu undivided family, company, government or subdivision thereof. Pledged Securities All the securities of the Company representing 100% of the issued and outstanding share capital and voting rights in the Company on a fully-diluted basis, which shall constitute: (i) 228,057,210 (Two Hundred Twenty Eight Million Fifty Seven Thousand Two Hundred and Ten) compulsorily convertible debentures of the Company and 1 (One) equity share of the Company bearing distinctive No , in physical form, and (ii) 24,239,999 (Twenty Four Million Two Hundred Thirty Nine Thousand Nine Hundred and Ninety Nine) Ordinary A Shares of the Company held in dematerialized form. Private Placement Offer The offer letter issued by the Company for making an offer for the Debentures to the Initial Debenture Holders in Form Letter PAS-4 in accordance with the Section 42 of the Companies Act, 2013 and the Companies (Share Capital and Debentures), Rules, Project Property The Koregaon Park Plaza Mall situated at 37/4/2 North Main Road, Ghorpadigaon, Pune, Maharashtra Project Receipts All and any of the monies accruing to or arising out of or in relation to the Project Property and/or received or receivable by the Company or the other Security Providers or their Affiliates from the Mall Tenants or any other Person, including in the nature of: (i) (ii) (iii) (iv) lease rentals and license fees; advances or earnest money amounts received from the Mall Tenants; Miscellaneous Income; receipts related to any acquisition by the Government Authority, and (v) any other receipts attributable to the Project Property, but excluding the CAM Charges and Rental Deposits. Purchase Consideration Rs. 54,78,47,906 RBI The Reserve Bank of India, established under the Reserve Bank of India Act, Record Date The date falling 15 (fifteen) days prior to any Due Date, which shall be used for determining the Debenture Holders who 10

11 Term Recognised Stock Exchange Redemption Event Definition would be entitled to receive the amounts due on any Due Date. Bombay Stock Exchange Limited on which the Debentures are proposed to be listed. Any of these events: (i) (ii) (iii) Redemption of the Debentures by the Company pursuant to the exercise of the Company Call Option; Redemption of the Debentures by the Company pursuant to the occurrence of an Event of Default; Redemption of the Debentures by the Company on the Mandatory Redemption Date, Redemption Payment Date Redemption Premium each in accordance with the provisions of the DTD. The relevant Due Date on which any Debenture Payment on the Debentures pursuant to the Debenture Trust Deed in relation to a Redemption Event shall be made. Such amounts as would provide the Debenture Holders with an IRR of 16% on the NCD Subscription Amount, calculated from the Deemed Date of Allotment up to the Final Settlement Date, after factoring in: (ii) (iii) Any Interest paid by the Company to the Debenture Holders and/or the Debenture Trustee; and Any payments received pursuant to redemption of the Debentures other than the Additional Redemption Premium (other than the costs, expenses and indemnity payments payable to the Debenture Trustee). The Default Interest paid to the Debenture Holders shall not be factored in for the purposes of calculating the Redemption Premium. Rental Deposits The refundable security deposits paid by the Mall Tenants to the Company, by whatever name called, pursuant to Mall Contracts executed between the Mall Tenants and the Company. Rental Deposit Account The account opened by the Company with the Account Bank, and charged in favour of the Debenture Trustee, into which all the Rental Deposits shall be deposited by the Company, and operated in accordance with the Accounts Agreement. SBH Facility Documents The: (i) sanction letter dated October 3, 2011 issued by State Bank of Hyderabad; (ii) loan agreement dated March 19, 2012 between the Company and State Bank of Hyderabad; (iii) agreement of hypothecation of rent receivables dated March 19, 2012 executed between the Company and State Bank of Hyderabad; (iv) letter dated March, 2012 for grant of individual limit within overall limit of loan; and (v) letter for the Company s consent by the Company for disclosure of 11

12 Term Definition information to Credit Information Bureau (India) Limited, and (vi) such other documents executed between the Company and State Bank of Hyderabad, in connection with loan availed from Axis Bank Limited. SEBI Debt Regulations Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, Secured Assets The following: (i) (ii) (iii) (iv) Mortgaged Properties; Hypothecated Properties; Project Receipts; Pledged Securities; and Security Securities Pledge Agreement Security Interest (v) Demand Promissory Note The Security Interest created over the Secured Assets pursuant to the Definitive Documents to secure the Debenture Payments to the Debenture Holders under the Definitive Documents. The pledge agreement to be executed between the Company and the Debenture Trust pursuant to which NIRPL shall pledge the Pledged Securities held by it in the Company in favour of the Debenture Trustee. The following: (i) a mortgage, charge, pledge, hypothecation, lien or other Encumbrance securing any obligation of any Person; or Security Providers Subscriber(s) Tax Tenor (ii) any arrangement under which money or claims to money, or the benefit of, a bank or other account, may be applied, set off or made subject to a combination of accounts so as to effect discharge of any sum owed or payable to any Person. The Company, NIRPL and the Corporate Guarantor. Eligible investors who subscribe to the Debentures in accordance with this Information Memorandum and the other Definitive Documents Any tax, levy, impost, duty or other charge or withholding of a similar nature (including any cess, penalty or interest or default interest, late fee etc payable in connection with any failure to pay or any delay in paying any of the same). 5 years from the Deemed Date of Allotment. 12

13 Term Transaction Accounts Definition The Company Account, the Capital Expenditure & Maintenance Account, the Payment Account and the Rental Deposit Account. 13

14 SECTION 2: NOTICE TO INVESTORS AND DISCLAIMERS 2.1 GENERAL DISCLAIMER (a) (b) (c) This Information Memorandum is neither a prospectus nor a statement in lieu of a prospectus and should not be construed to be a prospectus or a statement in lieu of a prospectus under the Act. This Information Memorandum has been prepared in conformity with the SEBI Debt Regulations. The issue of the Debentures is being made on a private placement basis in accordance with Section 42 of the Companies Act, 2013 read with the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the SEBI Debt Regulations. Multiple copies hereof given to the same entity shall be deemed to be given to the same person and shall be treated as such. This Information Memorandum does not constitute and shall not be deemed to constitute an offer or invitation to subscribe to the Debentures to the public in general. This Information Memorandum is not intended to be circulated to more than 200 potential investors. It is the responsibility of the potential investors to also ensure that they will sell these Debentures in strict conformity with this Information Memorandum and other applicable laws so that the sale does not constitute an offer to the public under the meaning of the Act. As per the provisions of Section 42 of the Companies Act, 2013 read with the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Company is required to: (i) (ii) (iii) issue a private placement offer letter in Form PAS-4, in respect of this Issue; keep a complete record of the private placement offers, in Form PAS-5; within 30 days of the circulation of the private placement letter of offer in PAS-4, file the records maintained in PAS-5 and the private placement letter of offer in PAS-4 with the jurisdictional Registrar of Companies (along with fee as provided in Companies (Registration Offices and Fees) Rules, 2014). (d) This Information Memorandum and the contents hereof are restricted only for the intended recipient(s) who have been addressed directly and specifically through a communication by the Company and only such recipients are eligible to apply for the Debentures. All investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this Issue. The contents of this Information 14

15 Memorandum are intended to be used only by those investors to whom it is distributed. It is not intended for distribution to any other person and should not be reproduced by the recipient. (e) (f) No invitation is being made to any persons other than those to whom Application Forms have been sent along with this Information Memorandum. Any application by a person to whom the Information Memorandum has not been sent by the Company shall be rejected without assigning any reason. The Information Memorandum is made available to potential investors in the Issue on the strict understanding that it is confidential. The person who is in receipt of this Information Memorandum shall not reproduce or distribute in whole or part or make any announcement in public or to a third party regarding the contents hereof without the consent of the Company. 2.2 DISCLAIMER OF THE COMPANY (a) (b) (c) (d) This Information Memorandum has been prepared by the Company solely to provide general information about the Company and setting out the key terms upon which the Debentures are being issued to Eligible Investors to whom it is addressed, and who are willing and eligible to subscribe to the Debentures under Applicable Law. This Information Memorandum does not purport to contain all the information that any Eligible Investor may require. Further, this Information Memorandum has been prepared for informational purposes relating to this transaction only and upon the express understanding that it will be used only for the purposes set forth herein. The Company confirms that, as of the date hereof, this Information Memorandum (including the documents incorporated by reference herein, if any) contains all the information that is material in the context of the Issue and regulatory requirements in relation to the Issue, and is accurate in all material respects and not misleading in any material respect. The Company, having made all reasonable inquiries, undertakes that the opinions and intentions expressed herein are honestly held and there are no other facts, the omission of which makes these documents as a whole or any of such information or the expression of any such opinions of intentions misleading in any material respect. The Company does not undertake to update this Information Memorandum to reflect subsequent events after the date of Information Memorandum and thus it should not be relied upon with respect to such subsequent events without first confirming its accuracy with the Company. Neither the delivery of this Information Memorandum, nor any sale/ subscription of the Debentures made hereafter shall, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of the Company since the date hereof. 15

16 2.3 DISCLAIMER IN RESPECT OF JURISDICTION (a) (b) This Issue is made in India to Eligible Investors, who shall be specifically approached by the Company. The distribution of the Information Memorandum or the Application Forms and the offer, sale, pledge or disposal of the Debentures may be restricted or prohibited by law in certain jurisdictions. Recipients are required to observe such restrictions. This Information Memorandum does not constitute an offer to sell or an invitation to subscribe to Debentures offered hereby to any person to whom it is not specifically addressed. Any disputes arising out of this Issue will be dealt with in accordance with Section This Information Memorandum does not constitute an offer to sell or an invitation to subscribe to the Debentures herein, in any jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction. 2.4 DISCLAIMER OF THE STOCK EXCHANGES As required, a copy of this Information Memorandum has been filed with the BSE pursuant to the SEBI Debt Regulations. It is to be distinctly understood that submission of this Information Memorandum to the BSE should not in any way be deemed or construed to mean that this Information Memorandum has been reviewed, cleared or approved by the BSE. The BSE does not, in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Information Memorandum; or that the Company s Debentures will be listed or will continue to be listed on BSE. BSE do not take any responsibility for the soundness of the financial and other conditions of the Company, its promoters, its management or any scheme or project of the Company. Every person who desires to apply for or otherwise acquire any Debentures of this Company may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the BSE whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/ acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever. 2.5 DISCLAIMER OF SEBI The Debentures have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this document. It is to be distinctly understood that this Information Memorandum should not in any way be deemed or construed to have been approved or vetted by SEBI. SEBI does not take any responsibility either for the financial soundness of any proposal for which the Debentures issued hereof is proposed to be made or for the correctness of the statements made or opinions expressed in this Information Memorandum. However, SEBI reserves the right to take up at any point of time, with the Company, any irregularities or lapses in this Information Memorandum. 16

17 2.6 DISCLAIMER IN RESPECT OF RATING AGENCY (a) (b) (c) As at the date of this Information Memorandum, Credit Analysis and Research Limited has assigned CARE BB (SO) [(Double B) (Structured Obligation)] rating to the Debentures. Ratings assigned by the Credit Rating Agency are opinions on credit quality and are not recommendations to sanction, renew, disburse or recall the concerned bank facilities or to buy, sell or hold any security. Investors to whom the offer is being made should take their own decisions. The Credit Rating Agency has based its ratings on information obtained from sources believed by them to be accurate and reliable. The Credit Rating Agency does not, however, guarantee the accuracy, adequacy or completeness of any information and is not responsible for any errors or omissions or for the results obtained from the use of such information. Most entities whose bank facilities/instruments are rated by the Credit Rating Agency have paid a credit rating fee, based on the amount and type of bank facilities/instruments. The ratings may be subject to revision or withdrawal at any time by the assigning rating agency and each such rating should be evaluated independently of any other rating. Each rating agency has the right to suspend or withdraw the rating at any time on the basis of factors such as new information or unavailability of information or any other circumstances. 2.7 ISSUE OF DEBENTURES IN DEMATERIALISED FORM The Debentures will be issued in dematerialised form and in a single tranche. The Company has made arrangements with the Depositories for the issue of the Debentures in dematerialised form. Investors to whom the offer is being made will have to hold the Debentures in dematerialised form in accordance with the provisions of Depositories Act. The Company shall take necessary steps to credit the Debentures allotted to the beneficiary account maintained by the Debenture Holders with its depositary participant. The Company will allot the Debentures to the Debenture Holders after verification of the Application Form, the accompanying documents and on realisation of the application money, no later than 1 Business Day from the Pay-In Date. 2.8 CAUTIONARY NOTE (a) Investors to whom the offer is being made acknowledge by the receipt of this Information Memorandum that they: (i) are knowledgeable and experienced in financial and business matters, have expertise in assessing credit, market and all other relevant risk, and are capable of evaluating, and have evaluated independently, the merits, risks and suitability of purchasing the Debentures; (ii) understand that the Company has not provided, and will not provide, any material or other information regarding the Debentures, except as included in the Information Memorandum; (iii) have not requested the Company to provide it with any such material or other information; (iv) have not relied on any 17

18 investigation that any person acting on their behalf may have conducted with respect to the Debentures; (v) have made their own investment decision regarding the Debentures based on their own knowledge (and information they have or which is publicly available) with respect to the Debentures or the Company; (vi) have had access to such information as deemed necessary or appropriate in connection with purchase of the Debentures; (vii) are not relying upon, and have not relied upon, any statement, representation or warranty made by any person, including, without limitation, the Company; and (viii) understand that, by purchase or holding of the Debentures, they are assuming and are capable of bearing the risk of loss that may occur with respect to the Debentures, including the possibility that they may lose all or a substantial portion of their investment in the Debentures. (b) (c) Neither this Information Memorandum nor any other information supplied in connection with the Issue of Debentures is intended to provide the basis of any credit or other evaluation and any recipient of this Information Memorandum should not consider such receipt as a recommendation to purchase any Debentures. Each investor contemplating purchasing any Debentures should make its own independent investigation of the financial condition and affairs of the Company, and its own appraisal of the creditworthiness of the Company. Potential investors should consult their own financial, legal, tax and other professional advisors as to the risks and investment considerations arising from an investment in the Debentures and should possess the appropriate resources to analyse such investment and the suitability of such investment to such investor s particular circumstances. No person, including any employee of the Company, has been authorised to give any information or to make any representation not contained in this Information Memorandum. Any information or representation not contained herein must not be relied upon as having being authorised by or on behalf of the Company. Neither the delivery of this Information Memorandum at any time nor any statement made in connection with the offering of the Debentures shall under the circumstances imply that any information/ representation contained herein is correct at any time subsequent to the date of this Information Memorandum. 18

19 SECTION 3: DETAILS OF THE COMPANY 3.1 Background of the Company (a) The Company is engaged in the business of construction and development of commercial retail space and is operating and managing a shopping mall at Pune. The details of the Company s authorised and paid up Share capital are as follows: (i) (ii) The authorized Share capital of the Company is Rs. 283,500,010 divided into (i) 28,350,000 Ordinary A Equity Shares of the face value of Rs. 10 each, aggregating to Rs. 283,500,000; and (ii) 1 Governor equity share of the face value of Rs. 10. The issued, subscribed and paid-up Share capital of the Company is Rs. 242,400,000 divided into 24,240,000 Ordinary A Equity Shares of the face value of Rs. 10 each. 3.2 Background of the Company and summary of business The Company was incorporated as a private limited company under the Companies Act, 1956, as Anuttam Developers Private Limited and was issued a certificate of incorporation by the Registrar of Companies, Pune, Maharashtra on August 30, The corporate identification number is U45209PN2005PTC The Company owns and operates the Koregaon Park Plaza Mall, situated at 37/4/2 North Main Road, Ghorpadigaon, Koregaon Park, Pune, Maharashtra, India

20 4.1 Proposed Issue and Use of Proceeds SECTION 4: DETAILS OF THE TRANSACTION STRUCTURE (a) The Issue: The Company proposes to issue and allot up to 2,350 Debentures of face value of Rs. 1,000,000 each aggregating to the NCD Subscription Amount, on a private placement basis having the terms as set out in Annexure 1. (b) Utilization of Proceeds: (i) The entire NCD Subscription Amount received for the subscription of the Debentures by the Initial Debenture Holders, which is deposited in the NCD Account shall be utilised by the Company and NIRPL, for the following purposes in accordance with the Debenture Trust Deed and the Cash Account Bank Agreement (and in accordance with the instructions provided by the Debenture Trustee), and shall be made simultaneously: (I) All amounts (principal and interest) outstanding and payable to (i) Axis Bank Limited under the Axis Facility Documents such that after such payment there are no amounts outstanding to Axis Bank Limited, and (ii) State Bank of Hyderabad Limited under the SBH Facility Documents such that after such payment there are no amounts outstanding to State Bank of Hyderabad Limited; only if: (A) the NCDs are listed on a Recognized Stock Exchange, (B) the Existing Chargeholders have provided a (x) confirmation of outstanding principal amount and interest for full discharge of the facility amount on or prior to the Pay-In Date, and (y) an in-principle written approval regarding release of charge in respect of the Mortgaged Properties and the Hypothecated Properties in a form acceptable to the Initial Debenture Holders, (C) the Company has provided an irrevocable power-of-attorney in a form acceptable to the Subscribers prior to the execution of the Debenture Trust Deed, authorizing the Debenture Trustee to take all actions necessary for the creation and perfection of the Security Interest described under the Definitive Documents (the Company PoA ). (D) the Demand Promissory Note and the Deed of Hypothecation (which shall initially be deposited with the Property Escrow 20

21 Agent to the satisfaction of the Initial Debenture Holders) have been released to the Debenture Trustee, and (E) the following documents have been deposited with the Property Escrow Agent to the satisfaction of the Initial Debenture Holders: (1) Original certificates in respect of the CCDs and the equity share held by Dezimark Limited; (2) Duly stamped and executed transfer forms in respect of the (i) CCDs, executed by Permindo Limited in favour of NIRPL and (ii) 1 (one) Equity Share held by Dezimark Limited; (3) Delivery instruction slip bearing no. CF issued by Axis Bank, for the transfer of the Equity Shares held by Permindo Limited, executed by Permindo Limited; (4) Undated and executed Securities Pledge Agreement, and Annexure W, executed inter alia, by NIRPL, the Debenture Trustee and the Company; (together the Escrow Property ) (II) an amount which is equal to the Purchase Consideration, from and out of the NCD Subscription Amount in the NCD Account shall be paid into the Cash Account as (x) repayment to NIRPL in full and final settlement of NIRPL EMD, and (y) any balance as a new inter-corporate deposit, subject to: (A) simultaneous receipt by the Company of a written no-dues certification from NIRPL regarding full and final settlement of NIRPL EMD and the board resolution of NIRPL pursuant to which NIRPL shall have waived receipt of any interest accrued on such NIRPL EMD, (B) receipt by the Debenture Trustee of the Company PoA which shall initially be deposited with the Property Escrow Agent; (C) 4 originals of the Form FC-TRS along with supporting documents, executed by (i) Permindo Limited and NIRPL in respect of the Equity Shares and the CCDs securities purchased by NIRPL from Permindo Limited under the Share Purchase Agreement, and (ii) Dezimark Limited and NIRPL in respect of the Equity Share purchased by NIRPL from Dezimark Limited (which shall initially be deposited with the Property Escrow Agent to the satisfaction of the Initial Debenture Holders) have been released to the Cash Account Bank for endorsement following remittance of the Purchase Consideration 21

22 to Permindo Limited in accordance with the Cash Account Bank Agreement; and (D) the Escrow Property has been deposited with the Property Escrow Agent to the satisfaction of the Initial Debenture Holders; (III) upon completion of each of the payments in Section 4.1(b)(i) (except payments to be made under this section (III)), any balance amounts lying to the credit of the NCD Account shall be transferred to the Company Account after 5 (five) Business Days from the date on which all of the actions set out in Sections 4.1(b)(i)(IV) to 4.1(b)(i)(III) and 4.1(b)(ii), are fulfilled. (IV) (V) Upon receipt of the Purchase Consideration in the Cash Account, the entire Purchase Consideration shall be utilised by NIRPL in accordance with the terms of the Cash Account Bank Agreement and the Share Purchase Agreement to acquire the Pledged Securities from Permindo Limited and Dezimark Limited. Pursuant to the Cash Account BankAgreement and the Share Purchase Agreement, the Purchase Consideration in the Cash Account shall be utilized to acquire all of the Pledged Securities from Permindo Limited and Dezimark Limited provided that the Escrow Property has been provided to the Property Escrow Agent prior to the receipt of the NCD Subscription Amount in the NCD Account. Immediately upon receipt of a copy of the MT-103 instruction from the Cash Account Bank and the endorsed Form FC-TRS by the Cash Account Bank, the Property Escrow Agent shall release the Escrow Property in accordance with the Property Escrow Agreement. 4.2 Security (a) As security for the payment of the Debenture Payments, the Debentures shall be secured by: (i) (ii) (iii) (iv) a first ranking exclusive legal mortgage, in English form, and charge on the Mortgage Properties. a first ranking pledge in respect of the Pledged Securities in favour of the Debenture Trustee in accordance with the Securities Pledge Agreement; the Demand Promissory Note issued in favour of the Debenture Trustee for the benefit of the Debenture Holders. the Corporate Guarantee proposed to be executed by Nitesh Estates Limited in favour of the Debenture Trustee as per the terms of the Debenture Trust Deed. 22

23 (v) first ranking charge by way of a hypothecation on the (i) Project Receipts and all contracts, insurances (if any), incorporeal rights and all amounts due to or received or receivable by the Company in connection with the Mall, (ii) the Transaction Accounts and all monies lying to the credit of the Transaction Accounts, in accordance with the Deed of Hypothecation. (b) As on the Deemed Date of Allotment, the Security Interest created over Mortgaged Properties pursuant to the Definitive Documents would have a value sufficient for the due repayment of the NCD Subscription Amount together with any Interest, Default Interest, Redemption Premium and Additional Redemption Premium thereon. The Company shall be required to maintain an asset cover as required under the SEBI Debt Regulations but shall not be required to maintain any security coverage for the due repayment of the NCD Subscription Amount together with any Interest, Default Interest, Redemption Premium and Additional Redemption Premium thereon for the Tenor. It is clarified that notwithstanding anything contained herein or in any Definitive Document (i) non-maintenance of the security cover for the due repayment of the NCD Subscription Amount together with any Interest, Default Interest, Redemption Premium and Additional Redemption Premium thereon for the Tenor, shall not, in and of itself, constitute an Event of Default, and (ii) any Event of Default as set out above this 15.1 (whether individually or in the aggregate with other Events of Default) which is solely constituted of a claim arising out of nonmaintenance of security cover for the due repayment of the NCD Subscription Amount together with any Interest, Default Interest, Redemption Premium and Additional Redemption Premium thereon for the Tenor, shall be deemed to not constitute an Event of Default. 4.3 Event of Default Subject to what is stated in Section 4.2(b), the following events shall constitute a default in respect of the Debentures (the Default ) as more particularly set forth under the DTD: (i) (ii) (iii) The Company does not pay, on any Payment Date, any amount payable to the Debenture Holders pursuant to any of the Definitive Documents (except where failure to pay is caused by administrative or technical error and payment is made within 3 Business Days from the Payment Date); If the Company does not deposit the Project Receipts into the Company Account or make requisite credits to the Capital Expenditure & Maintenance Account and/or the Rental Deposit Account or the Payment Account in accordance with the Debenture Trust Deed or as envisaged under the Definitive Documents (except where failure to deposit or credit is caused by administrative or technical error and such deposit or credit is made within 3 Business Days from the date on which such deposit was required to be made); Material breach of the terms of the Accounts Agreement or operation of the Transaction Accounts as envisaged under the Definitive 23

24 Documents and provided that breach of such other specific provisions of the Accounts Agreement as may be agreed between the Company, the Subscriber(s), the Security Providers and the Debenture Trustee under the Debenture Trust Deed, as more particularly set out in the Debenture Trust Deed shall be a deemed to material breach of the Accounts Agreement or operations of the Transaction Accounts. (iv) (v) (vi) (vii) (viii) (ix) (x) (xi) Material breach of the terms of the Cash Account Bank Agreement or the Property Escrow Agreement. Breach of any covenants in relation to the issuance/ terms of the Debentures, subscription to the Debentures, covenants to pay, use of proceeds, listing of the Debentures, appropriation of payments, security, mortgage and covenants in relation to non-disposal of Mortgaged Properties, negative covenants, the Transaction Accounts, compliance with Applicable Law, anti-bribery, anti-money laundering, Office of Foreign Assets Control of the U.S. Department of Treasury ( OFAC ), compliance with tax laws, change in control and transferable development rights to the third floor in the Mall and such conditions subsequent as more particularly set out in the Debenture Trust Deed; A material breach on the part of the Security Providers of any of their obligations under any of the Definitive Documents, other than those specified in the Debenture Trust Deed; Any of the representations and/or warranties provided by the Company and/ or NIRPL in relation to the binding obligations under the Definitive Documents, conflict with other obligations, compliance with tax laws, there being no default, there being no misleading information, financial statements, insolvency, Security, project receipts, the Definitive Documents, there being no Event of Default, Applicable Laws, taxes, financial indebtedness, money laundering, anti bribery, OFAC and as more particularly set out in the Debenture Trust Deed, are found to be untrue, misleading or incorrect, when made or deemed to be made; Any of the representations and/or warranties made by the Company or the Security Providers (other than those set out under Section (vii) above, and as more particularly set out in the Debenture Trust Deed) contained in any Definitive Document are found to be untrue, misleading or incorrect, when made or deemed to be made, in any material respect; The Company or any other Security Provider, without the consent of the Debenture Trustee or the Majority Debenture Holders, ceases to carry on its business or gives notice in writing of its intention to do so; The Company creates any Encumbrance on the Secured Assets or any part thereof (other than what is permitted under the Definitive Documents), without the prior written approval of the Debenture Trustee or the Majority Debenture Holders; Either of the Company or NIRPL or the Corporate Guarantor, commences any voluntary winding up proceedings, or admits its inability to pay debts when due, or suspends making payments on any of its debts, or consents to the appointment of or taking of possession by a receiver 24

25 or liquidator of substantial part of its assets; (xii) (xiii) Any chargesheet is issued or filed, or proceeding is commenced in any court, tribunal or a competent authority of first instance against the Company or any member of the Nitesh Coverage Group or any of their directors, officers or employees in connection with a breach or potential breach of any anti-bribery, economic sanctions and money-laundering laws (as more particularly described under the DTD); Any chargesheet is issued or filed, or a demand notice is issued by any court, tribunal or a competent authority of first instance against the Company or any member of the Nitesh Coverage Group for being in default with respect to, or violating any Tax laws applicable to the member, and (I) (II) such default or violation not having been cured (i) by payment of the amounts due and payable, or (ii) through an act by such member, in each case in accordance with such chargesheet or demand notice; or such chargesheet or demand notice as the case may be, is not withdrawn, vacated or stayed within a period of 30 (thirty) days, Provided that: (x) (y) in the event any such chargesheet, or demand notice has been stayed within such above-mentioned 30 (thirty) day period, then the applicable Nitesh Coverage Group member must finally settle or have the demand notice or proceeding under the chargesheet finally withdrawn within the period for which the stay has been obtained or, where such time period has expired, obtained a further extension of such stay from the competent authorities having jurisdiction over the matter until such time the default or violation is finally settled or notice or claim finally withdrawn such that at no point is any member of the Nitesh Coverage Group deemed to be an assessee in default as defined under Tax laws, Provided further that at all times any such chargesheet or demand notice (if contested) must be contested in good faith and for which adequate reserves are available or appropriate disclosures have been made in the financials for showing such amounts as contingent liabilities (as reasonably determined by the Nitesh Coverage Group member based on advice of its tax advisors/auditors), and upon request, the applicable member of the Nitesh Coverage Group must provide evidence reasonably satisfactory to the Debenture Trustee that such chargesheet or demand notice is being contested in good faith and on merits (including, if required by the Debenture Trustee, by obtaining external independent tax advice to demonstrate the merits of such claim); (xiv) The Security Providers have a receiver appointed with their consent in respect of their assets, or refer themselves to the Board for Industrial 25

26 and Financial Reconstruction or under any other Law providing protection as a relief undertaking; (xv) (xvi) The Security Providers default in respect of any financial indebtedness availed of by it and as more particularly set out in the Debenture Trust Deed, pursuant to which the lender invokes any security or initiates any default action against the Company; The Corporate Guarantor commits a breach of any of the obligations and undertakings under the Corporate Guarantee; (xvii) Any of the representations and warranties made by the Corporate Guarantor under the Corporate Guarantee are untrue, misleading or incorrect, when made or deemed to be made; (xviii) The Corporate Guarantee is not executed and not fully effective within 1 day following the acquisition of all the Pledged Securities by NIRPL; (xix) (xx) (xxi) If a petition is filed for the winding up of the Company or the Corporate Guarantor and the same is admitted, and such petition is not dismissed, vacated, stayed or withdrawn within a period of 30 days of such petition being admitted; If there is any material detriment caused to the Security or any part thereof or the Security or any part thereof is in jeopardy; Repudiation of the Definitive Documents by the Company or the Corporate Guarantor; (xxii) There is any attachment or set-off, freeze order or lien exercised in respect of the Security or any part thereof; (xxiii) The Security or any part thereof becomes invalid or unenforceable in terms of the Definitive Documents; (xxiv) After acquisition of the Pledged Securities by NIRPL (in accordance with the share purchase agreement), if the Corporate Guarantor loses Control of the Company; (xxv) Any expropriation, sequestration, distress or execution affects a substantial portion of the assets of the Security Providers; (xxvi) In the event the Existing Chargeholders do not release any part of the Mortgaged Properties or fail to provide a no dues certificate in relation to the Existing Debt within 3 (three) days from the date on which the funds are released from the NCD Account under Clause 4.1(b)(i), in accordance with the Cash Account Bank Agreement or fail to release the title documents to any part of the Mortgaged Properties in accordance with the Debenture Trust Deed within 15 (fifteen) days from the date on which on which the funds are released from the NCD 26

27 Account under Clause 4.1(b)(i)in accordance with the Cash Account Bank Agreement;; (xxvii) In the event any valid claim is received from the Existing Chargeholders in respect of the Existing Debt and such claim has not been withdrawn by the Existing Chargeholders, or has not been dismissed, vacated, stayed or disposed of within a period of 30 days of the receipt of such claim; (xxviii) In the event that legal proceedings or any proceedings by a Governmental Authority are initiated against the Company or any of the other Security Providers which materially impair the operations of the Mall; (xxix) The occurrence of a Material Adverse Effect; (xxx) In the event there is a breach or termination of any material contract in respect of the Project Property; (xxxi) The transactions contemplated by the Definitive Documents become illegal or unlawful or unenforceable; (xxxii) Any Government Approval in relation to the operation of the Mall is withdrawn or not renewed, and such withdrawal or non-renewal materially affects the operations of the Mall, as it existed prior to the said withdrawal or non-renewal, and such withdrawal or non-renewal is not set aside within 30 days from its occurrence. (xxxiii) Any adverse publicity, litigation, arbitration or Governmental Action is pending, threatened, commenced or occurs against the Company, NIRPL or the Corporate Guarantor, which has or is reasonably likely to have an adverse material effect (including, without limitation any negative reputational effect) on the Company or the Debenture Holders, as determined by the Debenture Holders in their reasonable discretion. (xxxiv) If the transactions set forth under clause 2.1(iii) to 2.1(v) of the DTD have not been completed within 5 Business Days from the listing of the NCDs on BSE on account of any reason that is not solely attributable to the Debenture Trustee and/or the Initial Debenture Holders (including not attributable to the failure of the Debenture Trustee to issue a Transfer Notice (as defined under the Cash Account Bank Agreement) when all the conditions under clause 2.1(iii)(I)(A)-(D) have been complied with). 4.4 Interest Such other event of default as may be agreed between the parties to the DTD. 27

28 Please see the Annexure-I to this Information Memorandum. 4.5 Redemption Please see the Annexure-I to this Information Memorandum. 4.6 Call Option Please see the Annexure-I to this Information Memorandum. 4.7 Inconsistency In case of any inconsistency between the terms of this Information Memorandum and the DTD, the provisions of the DTD shall prevail. 28

29 SECTION 5: DISCLOSURES 5.1 Documents Submitted to the Exchanges (a) (b) (c) (d) (e) (f) (g) (h) (i) Copy of memorandum of association of the Company; Copy of articles of association of the Company; Copy of resolutions of the Company authorising allotment of the Debentures; Copy of resolutions of the Board authorising the borrowing; Copy of the last three years audited balance sheet and annual report of the Company; Statement containing particulars of dates of, and parties to all material contracts and agreements; List of authorized signatories; An undertaking from the Company stating that the necessary documents for the creation of the charge on the Secured Assets, where applicable, including the Debenture Trust Deed would be executed within the time frame prescribed in the relevant regulations/act/rules etc, and the same would be uploaded on the website of the within 5 working days of execution of the same; and An undertaking that all required permissions/consents from existing creditors for the Security being created, where applicable, in favour of the Debenture Trustee would be obtained prior to creation of the Security 5.2 Documents Submitted to the Debenture Trustee (a) The Company has submitted documents to the Debenture Trustee that are required for the allotment of the Debentures, including: (i) Copy of memorandum of association of the Company; 29

30 (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) Copy of articles of association of the Company; Copy of resolutions of the Company authorising allotment of the Debentures; Copy of resolutions of the Board authorizing the borrowing; Cope of the last three years audited annual reports of the Company; Copy of the latest consolidated and standalone financial information including profit and loss statements, balance sheet and cash flow statement, including auditor qualifications, if any; Statement containing particulars of dates of, and parties to all material contracts and agreements; List of authorized signatories; An undertaking to the effect that the Company would, till the redemption of the Debentures: A. submit the details mentioned in point (vi) above to the Debenture Trustee within the timelines as mentioned in simplified listing agreement issued by SEBI vide circular No. SEBI/IMD/BOND/1/2009/11/05 dated 11 May 2009; and B. submit a copy of the latest annual report to the Debenture Trustee within 180 days from the end of the Financial Year that shall be shared by the Debenture Trustee with the Debenture Holders within two working days of their specific request. 5.3 Name and Address of Registered Office of the Company Name Anuttam Developers Private Limited Registered office Koregaon Park Plaza Mall, 37/4/2 North Main Road, Ghorpadigaon, Pune, Maharashtra Registration number Corporate identification number U45209PN2005PTC Phone number (080) Fax number (080) Contact person Mr. Hemant Kothari 30

31 Corporate office of the Company Compliance officer of the Company CFO of the Company Registrar Credit Rating Agency Auditors of the Company Debenture Trustee Koregaon Park Plaza Mall, 37/4/2 North Main Road, Ghorpadigaon, Koregaon Park,Pune, Maharashtra Not applicable Not applicable Sharepro Services India Private Limited Credit Analysis and Research Limited M/s. SRBC & Co. LLP IL&FS Trust Company Limited 5.4 A Brief Summary of the business/activities of the Company and its line of business (a) Business Overview The Company is engaged in the business of construction and development of commercial retail space and is operating and managing a shopping mall at Pune. (b) Main object of the Company (as per memorandum of association of the Company) is: 1. To carry on the business of building, maintaining and operating for information technology parks, industrial parks, to acquire, develop, promote, purchase, sell, take and/or give on lease exchange or hire lands, plots, buildings to construct or renovate residential, commercial or industrial buildings, flats, apartments, garage shops and parking lots and allot such properties on such terms and conditions. 2. To purchase, take on lease or in exchange or acquire any lands with or without buildings or structure and any estate or interest and any rights connected with any such lands and or buildings and structures in whole or in part or dispose off in any manner the same as may seem expedient and in particular by laying out and preparing the same for building purpose and or with a view to form a colony or society with conveniences. (c) Corporate Structure (i) The Company was incorporated with an authorised equity Share capital of Rs. 1,00,000 divided into 1,000 equity shares of Rs. 100 each. 31

32 (ii) As on date: A. The authorized Share capital of the Company is Rs. 283,500,010 divided into (i) 28,350,000 Ordinary A Equity Shares of the face value of Rs. 10 each, aggregating to Rs. 283,500,000; and (ii) 1 Governor equity share of the face value of Rs. 10. B. The issued, subscribed and paid-up Share capital of the Company is Rs. 242,400,000 divided into 24,240,000 Ordinary A Equity Shares of the face value of Rs. 10 each. (iii) The current equity shareholding of the Company as on the last quarter end is as provided in Section 5.6 below. (d) Project cost and means of financing in case of funding of new projects Not applicable (e) Key operational and financial parameters for the last 3 audited years (Rs in Crore) Parameters Upto latest nine FY FY FY months (ended December 2014) Provisional Audited Audited Audited For Non-Financial Entities Networth (1,477,262,341) (1,578,268,255) (448,661,361) 90,451,591 Total Debt 1 4,416,815,468 4,347,987,873 4,481,656,546 3,986,116,520 Of which Non Current 3,609,119,079 3,676,705,808 3,547,571,922 3,494,895,041 1 Includes long term borrowings and current liabilities 32

33 Maturities of Long Term Borrowing Short Term 79,893,994 60,893, ,893,994 0 Borrowing 2 Current 205,083, ,835, ,981, ,527,983 Maturities of Long Term Borrowing Net Fixed 2,758,687,100 2,593,590,536 3,271,213,926 3,683,511,434 Assets Non Current 79,554,204 84,303,086 44,200,634 67,750,642 Assets 3 Cash and Cash 33,956,311 15,500,591 19,970, ,451,174 Equivalents Current Investments Current Assets 101,311,823 91,825, ,580, ,306,035 Current 807,696, ,282, ,084, ,221,479 Liabilities Net Sales 4 40,107,895 52,531,973 89,881,588 10,805,635 EBITDA 5 334,367,611 (658,142,268) (79,166,268) (30,778,429) EBIT 6 285,523,109 (842,161,785) (258,017,437) (47,365,274) 2 Excludes trade payables, short term provisions and other current liabilities 3 Excludes fixed assets 4 Includes only revenue from operations 5 After adjustment of exceptional item being reversal of impairment loss and loss of profit claim 33

34 (f) Interest 7 184,341, ,753, ,357,343 3,104,917 PAT 8 101,005,913 (1,129,606,894) (539,112,952) (51,046,785) Dividend amounts Current ratio Interest 1.55 (3.18) (0.94) (15.25) coverage ratio 10 Gross debt / equity ratio 11 Debt Service Coverage Ratios (2.93) (0.92) (14.97) Gross Debt: Equity Ratio of the Company: Before the issue of debt securities After the issue of debt securities A Brief History of the Company since its incorporation (a) Details of Share capital as on last quarter end: 6 After adjustment of exceptional item being reversal of impairment loss and loss of profit claim 7 Excludes ancillary borrowing costs 8 After adjustment of exceptional item being reversal of impairment loss and loss of profit claim 9 Current ratio = current asset/ current liabilities 10 Interest coverage ratio = EBIT (after adjustment for exceptional item)/ interest expense (excluding ancillary borrowing costs) 11 Gross debt-equity ratio = Total debt/ equity 12 Debt service coverage ratio = EBIT (after adjustment for exceptional item)/ interest expense (including ancillary borrowing costs) 34

35 Share capital Authorised Share capital Rs. 283,500,010 Issued, subscribed and paid-up share capital Rs. 242,400,000 Rs. (b) Changes in the capital structure of the Company, as on last quarter end, for the last five years Date of Change (AGM/ EGM) Rs. Particulars February 21, 2014 Authorised capital Authorised share capital of the Company increased from increased to Rs. 24,24,00,010 to Rs. 28,05,00,010 comprising of 40,50,000 Rs. 28,05,00,010 Ordinary A Equity Shares of Rs. 10 each and 2,40,000 Ordinary B Equity Shares of Rs. 1,000 each and 1 Governor Equity Share of Rs. 10 each by creation of further 38,10,000 Ordinary A Equity Shares of Rs. 10 each. October 31, 2014 December 19, 2014 Authorised capital increased to Rs. 28,35,00,010 Ordinary B Equity Shares of Rs each, sub-divided into 100 equity shares of Rs. 10 each and re-classified as Ordinary A Equity Shares of Rs. 10 each. Authorized share capital of the Company increased from Rs. 28,05,00,010 to Rs. 28,35,00,010 comprising of 2,83,50,000 Ordinary A Equity Shares of Rs. 10 each and 1 Governor Equity Share of Rs. 10 each by creation of further 3,00,000 Ordinary A Equity Shares of Rs. 10 each. (c) Equity Share capital history of the Company, as on last quarter end, for the last five years: The Company has not allotted any equity share capital, as on last quarter end, for the last five years. However, the Company has sub-divided Ordinary B equity shares of the face value of Rs. 1,000 each into 100 equity shares of the face value of Rs. 10 each, and re-classified them as Ordinary A equity shares. (d) Details of any amalgamation in the last 1 year Not Applicable. 35

36 (e) (f) Project cost and means of financing in case of funding of new projects Not Applicable Details of any reorganization or reconstruction in the last 1 year: Not Applicable 5.6 Details of shareholding of the Company as on the latest quarter end: (a) Details of the shareholding of the Company as on the latest quarter end: Sl. No. Particulars Name of Shareholders Total No of equity shares No of shares in demat form Total Shareholding as % of total no of equity shares 1. Permindo Limited 24,239,999 24,239, % 2. Dezimark Limited (b) List of top 10 holders of equity shares of the Company as on the latest quarter end: Sl. No. Particulars Name of the Shareholders Total No. of equity Shares No. of shares in demat form Total Shareholding as % of total no. of equity Shares 1. Permindo Limited 24,239,999 24,239, % 2. Dezimark Limited Details regarding the directors of the Company: (a) Details of the current directors of the Company No directors of the Company appear in the RBI defaulter list and/or Export Corporation Guarantee Commission of India s default list. Sl. Name Designation DIN Age Address Director of the Details of other No. Company since directorship 1. Ran Shtarkman Director /B Budapest, 1025, Hungary March 30, 2009 Attached 36

37 years 2. Oren Kolton Director years 3. Roy Linden Director Yitshak Izzie Elias years Director years 5. Sharath Gowda Director years Segev, Segev, Israel October 30, 2006 Attached 18.em.3, Karoly Korut 16 Budapest v, 1052 Hungary Pebble Bay Apt., Tower 3-A-11, RMV 2 nd Stage, Dollars Colony, Bengaluru #534, 17 th A III Main Rd. 6 th Block, Koramangala, Bengaluru February 1, 2010 March 16, 2012 January 10, 2014 Attached Attached Attached (b) Details of change in directors since last three years: Name, designation and DIN Yossi Ofir, Director, DIN: Yaron Halewy, Director, DIN: Horowitz Hananel, Director, DIN: Manjunath T V, Director, DIN: Date of appointment/ resignation Director of the Company since (in case of resignation) Remarks October 31, 2012 March 30, 2009 Due to resignation January 1, 2014 October 31, 2012 Due to resignation April 1, 2012 January 1, 2011 Due to resignation January 17, 2012 December 22, 2011 Due to resignation 5.8 Details of the auditor of the Company: (a) Details of the current auditor of the Company: Name Address Auditor since S R B C & Co., LLP C-401, 4 th Floor, Panchshill Tech Park, Yerwada, September 27, 2011 Pune (b) Details of change in auditor since last three years: 37

38 Not applicable. 5.9 Details of borrowing of the Company as on the latest quarter end (a) Details of Secured Loan Facilities Sl. No. Lender s Name Type of facility 1. Axis Bank Limited Term Loan (Lease Rental Discounting) Amount Sanctioned (Rs. in Crores) Principal Amount outstandings on 3 rd March, 2015 (in Rs. Crores) a Repayment Date/Schedule equated monthly instalments Security First pari passu charge on the escrow account with Axis Bank in which rent receivables discounted (minimum guarantee amount and common area maintenance charges paid by lessees / licensee of Mall) along with other movable assets; First pari passu charge on the entire Mall project land (admeasuring around 6 acres) along with the building and other fixed assets; and 2. State Bank of Hyderabad Limited Term loan (Lease Rental Discounting) equated monthly instalments Corporate guarantee of Plaza Centers N.V. for upto Rs. 100 crores First pari passu charge on the future rent receivables (minimum guarantee amount and common area maintenance charges paid by lessees / licensee of Mall) along with other movable assets. First pari passu charge on the entire Mall 38

39 Sl. No. Lender s Name Type of facility Amount Sanctioned (Rs. in Crores) Principal Amount outstandings on 3 rd March, 2015 (in Rs. Crores) a Repayment Date/Schedule Security project land (admeasuring around 6 acres) along with the building and other fixed assets. Details of Unsecured Loan/EMD Facilities Sl. No. Lender s Name Type of facility Amount Sanctioned (Rs. in Crores) 1. Permindo Limited Compulsorily convertible debentures 2. Nitesh Indiranagar Retail Private Limited Inter-corporate advance Loan/EMD outstanding as on November, 2014 (Rs. in Crores ) Repayment date/schedule Not applicable On demand (b) Details of Non-Convertible Debentures: Not applicable. (c) List of Top 10 Debenture Holders: Name of the holder Type of securities Amount (Rs. in Crores) Permindo Limited Compulsorily convertible debentures (d) The amount of corporate guarantees issued by the Company as on 30th September,

40 Not applicable. 40

41 (e) Details of Commercial Paper: Not Applicable (f) Details of rest of the borrowings of the Company: Not Applicable (g) Details of all default/s and/or delay in payments of interest and principal of any kind of term loans, debt securities and other financial indebtedness including corporate guarantee issued by the Company, in the past 5 financial years: 5.10 Details of any outstanding borrowings taken/ debt issued where taken/ issued. (i) for other consideration other than cash, whether in whole or part, (ii) at a premium or discount, or (iii) in pursuance of an option: Not Applicable 5.11 Details of Promoters of the Company: Name of the Shareholders Permindo Limited Total No. of Equity Shares No. of Shares in demat form Total Shareholding as% of the total no. of equity Shares No. of Shares Pledged % of Shares pledged with respect to shares owned 24,239,999 24,239, % N.A. N.A. 41