TIRUPATI BUILDPLAZA PRIVATE LIMITED

Transcription

1 TIRUPATI BUILDPLAZA PRIVATE LIMITED Registered Office: Chamber No. 1517, 15th Floor, Devika Tower, 6, Nehru Place, New Delhi Telephone No: , Fax No: CIN No: U70109DL2009PTC DISCLOSURE DOCUMENT FOR THE PRIVATE PLACEMENT OF 100 (ONE HUNDRED) SENIOR, FULLY SECURED, RATED, REDEEMABLE, TRANSFERABLE AND INTEREST BEARING NON- CONVERTIBLE CUMULATIVE DEBENTURES OF FACE VALUE OF Rs.1,00,00,000/- (RUPEES ONE CRORE ONLY) EACH AGGREGATING UP TO Rs.100,00,00,000/- (RUPEES ONE HUNDRED CRORES ONLY) ("DEBENTURES" OR "NCDS"), FOR CASH AT PAR TO THE FACE VALUE ON A PRIVATE PLACEMENT BASIS (THE "ISSUE"). BACKGROUND The NCDs mentioned herein are not offered for sale or subscription to the public, but are being privately placed with a limited number of eligible investors, less than or equal to 49 (forty nine) in number. This Disclosure Document (as defined hereinafter) is related to the NCDs to be issued by Tirupati Buildplaza Private Limited (the "Issuer" or "Company") on a private placement basis and contains relevant information and disclosures required for the purpose of issuing of the NCDs. The issue of the NCDs comprised in the Issue and described under this Disclosure Document has been authorised by the Issuer through a resolution passed by the board of directors of the Issuer on May 26, 2014 and in accordance with the provisions of the Companies Act (as defined hereinafter). This Disclosure Document should not be treated as an offer for sale or solicitation of an offer to buy the NCDs as prescribed herein by any person who has not been provided with a copy of this Disclosure Document. This Disclosure Document does not constitute an offer for sale or a solicitation of an offer to buy the NCDs as described herein from any person other than the person whose name appears on the cover page of this Disclosure Document. No person other than such person, receiving a serially numbered copy of this document may treat the same as constituting an offer to sell or a solicitation of an offer to buy the NCDs. The Company is not liable if this Disclosure Document has been received by an arranger, or by a person who was provided a copy of this Disclosure Document by an arranger. The distribution of this Disclosure Document and offer and sale of the NCDs in certain jurisdictions may be restricted by law. It does not constitute an offer for sale or solicitation of an offer to buy in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such state or jurisdiction. GENERAL RISKS Investors are advised to seek independent advise for compliance with applicable regulation of the SEBI (as defined hereinafter) for subscription of the Debentures. RISKS IN RELATION TO THE ISSUE There has been no formal market for the securities of the Company. The NCDs issued pursuant to this Disclosure Document are fully secured against the land, assets and receivable of the company and also securitized with collaterals from collaborator and promoters; all NCD documents and security documents are duly executed, binding and fully enforceable; and therefore management does not foresee any risks in this regard. Page 1 of 82

2 ISSUER'S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms, that the information contained in this Disclosure Document contains all the information with regard to the Issuer and the Issue, which is material in the context of the Issue and that the information contained in this Disclosure Document 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 Disclosure Document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect and nothing material is concealed hereof. CREDIT RATING The Debentures proposed to be issued by the Issuer have been rated by CRISIL ("Rating Agency"). The Rating Agency has vide its letter dated January 07, 2014 affirmed a rating of 'CRISIL BB/STABLE' in respect of the NCDs, which has been reaffirmed by letters dated May 29, 2014 and July 30, The above rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. The ratings may be subject to revision or withdrawal at any time by the rating agency and should be evaluated independently of any other ratings. Please refer to Annexure II of this Disclosure Document for the letters dated January 07, 2014, May 29, 2014 and July 30, 2014 from the Rating Agency affirming the credit rating abovementioned. LISTING The Debentures are proposed to be listed on the wholesale debt market segment of the Bombay Stock Exchange Limited ("BSE"). ISSUE PROGRAMME ISSUE OPENING DATE ISSUE CLOSING DATE DEEMED DATE OF ALLOTMENT July 28, 2014 July 31, 2014 August 1, 2014 The issue time-table such as issue opening, issue closing and the Deemed Date of Allotment, shall be finalized from time to time and disclosed in the term sheet. The Issuer reserves the right to change the Issue Schedule including the Deemed Date of Allotment 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 the Issue Schedule. The Debentures are proposed to be listed on the wholesale debt market of the BSE.. Registrar & Transfer Agent Debenture Trustee MAS Services Limited, T-34, 2nd Floor, Okhla Industrial Area, Phase II, New Delhi Phone number: IDBI Trusteeship Services Limited Regd. Office: Asian Building, Ground Floor, 17, R, Kamani Marg, Ballard Estate, Mumbai Phone number: Page 2 of 82

3 TABLE OF CONTENTS SECTION 1: DEFINITIONS AND ABBREVIATIONS 4 SECTION 2: DISCLAIMERS 14 SECTION 3: REGULATORY DISCLOSURES 17 SECTION 4: OTHER INFORMATION AND ISSUE PROCEDURE 28 SECTION 5: DECLARATION 35 ANNEXURE I: TERM SHEET 33 ANNEXURE II: RATING RATIONALE 78 ANNEXURE III: LETTER FROM THE DEBENTURE TRUSTEE 79 ANNEXURE IV: APPLICATION FORM 80 Page 3 of 82

4 SECTION 1: DEFINITIONS AND ABBREVIATIONS Unless the context otherwise indicates or requires, the following terms shall have the meanings given below in this Disclosure Document. Capitalised terms used but not defined herein shall have the meaning ascribed to them in the Debenture Trust Deed (as defined hereinafter): Act/ Companies Act Allot/ Allotment/ Allotted Application Form Articles of Association/ Articles Board/ Board of Directors Business Day Collaboration Agreement Construction Account Construction of the Project Corporate Guarantee The (Indian) Companies Act, 2013 (to the extent notified by the Government of India and currently in force), and the (Indian) Companies Act, 1956, to the extent not repealed and replaced by notified provisions of the (Indian) Companies Act, Unless the context otherwise requires or implies, the allotment of the NCDs pursuant to this Issue (as hereinafter defined). The form used by the recipient of this Disclosure Document, to apply for subscription to the NCDs, which is annexed to this Disclosure Document and marked as Annexure IV hereto. The articles of association of the Company, as amended from time to time. The Board of Directors of the Company. The day (other than a Saturday or a Sunday) on which scheduled commercial banks are open for normal banking business in New Delhi and Singapore. The collaboration agreement executed between the Company and the Corporate Guarantor dated March 27, 2012 pursuant to which the Company has granted the Development Rights (as defined hereinafter) of the Project (as defined hereinafter) to the Corporate Guarantor. The current account bearing no established by the Corporate Guarantor with Corporation Bank having funds which shall be deposited in the manner set forth in the DTD (as defined hereinafter) and utilized solely for the Construction of the Project (as defined hereinafter). The construction of the Project including (i) activities undertaken for the construction and development of a group housing project by the Company/ Corporate Guarantor in terms of the Development License (as hereinafter defined) dated April 26, 2011 on the Project Land; (ii) cost for material, labour and contractor for civil construction and completing/ finishing the units as per the specifications agreed with the customers; and (iii) any EDC/IDC payments required to be made in connection with the Project to any Governmental authority (as hereinafter defined). The corporate guarantee to be executed by the Corporate Guarantor (as defined hereinafter) in favour of the Debenture Trustee (as defined Page 4 of 82

5 hereinafter), acting as a guarantor of the Company, for the purposes of securing the due payment of the Redemption Amounts (as defined hereinafter) by the Company to the Debenture Holders. Corporate Guarantor Debentures or NCDs Debenture Holders Debenture Holders Approval Debenture Subscription Amount Debenture Trustee Debenture Trustee Agreement Debenture Trust Deed or DTD Debt Regulations Debt Service Reserve Amounts Supertech Limited, a company incorporated under the provisions of the Act, bearing CIN U74899DL1995PLC and having its registered office at 1114, Hemkunth Chambers, 11th Floor, 89, Nehru Place , New Delhi, India. 100 (one hundred) senior, fully secured, listed, rated, redeemable, transferable, non-convertible, cumulative debentures of the Company having a face value of Rs. 1,00,00,000/- (Rupees One Crore Only) each, aggregating to Rs. 100,00,00,000/- (Rupees One Hundred Crores Only), free and clear of all encumbrances and together with all rights, title and interests now and hereafter attaching thereto. Any one or several persons who provide or contribute the Debenture Subscription Amount to the Company till such time as they hold the Debentures; and, or, means one or several persons, who for the time being and from time to time, are holders of the Debentures of the Company and are named as beneficial owners of the Debentures in the Register of the Beneficial Owners (as hereinafter defined). Written consent/ approval of the Majority Debenture Holders (as defined hereinafter). Rs.100,00,00,000/- (Rupees One Hundred Crores Only) remitted by the Debenture Holders in the Utilization Escrow Account (as defined hereinafter) towards the subscription of the Debentures, in accordance with the terms of the Transaction Documents (as hereinafter defined). IDBI Trusteeship Services Limited, a company incorporated under the Companies Act, 1956, having its registered office at Asian Building, Ground Floor, 17, R. Kamani Marg, Ballard Estate, Mumbai , India (acting on behalf of the Debenture Holders). The agreement dated July 17, 2014 entered into between the Company and the Debenture Trustee for the appointment of the Debenture Trustee as a trustee for the Debenture Holders. The debenture trust deed to be executed amongst the Company, the Guarantors, the Shareholders and the Debenture Trustee pursuant to which the Debentures shall be issued. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, as amended from time to time. The amount required to be maintained by the Company in the Escrow Account (as hereinafter defined) throughout the Tenor (as hereinafter defined) or until the redemption of all and not less than all the Page 5 of 82

6 Debentures by the Company, being the amounts required to be paid to the Debenture Holders towards payment of Interest (as hereinafter defined) and, or, Default Interest (as hereinafter defined) (if applicable) for the succeeding 3 (three) months in accordance with the terms of the DTD. Declaration Cum Undertaking Deed of Hypothecation Deemed Date of Allotment Default Default Interest/ Default Interest Rate Depositories Act Depository Depository Participant/ DP Development License Development Rights Director(s) Disclosure Document DTCP EFT Declaration cum undertaking (or any amendment thereto) to be executed by the Company, Shareholders, and Guarantors in favour of the Debenture Trustee, declaring the creation of equitable mortgage by deposit of the Project Title Deeds (as hereinafter defined) in terms of the Memorandum of Entry (as hereinafter defined). The deed of hypothecation to be entered into between, inter alia, the Company and the Debenture Trustee, for the purposes of creating hypothecation on the Hypothecated Assets (as defined hereinafter). The date on which the Debenture Subscription Amount is received by the Company in the Utilization Escrow Account. Default shall have the meaning ascribed to such term in the Term Sheet (as defined hereinafter). Default Interest shall have the meaning ascribed to such term in the Term Sheet. The Depositories Act, 1996, as amended from time to time. National Security Depository Limited A depository participant as defined under the Depositories Act. Development License shall mean the development license no. 37 of 2011 dated April 26, 2011 issued by the DTCP (as hereinafter defined) to the Company for developing the Project. Development Rights shall mean any rights, entitlement or interest that Corporate Guarantor may have in the Project under the Collaboration Agreement and, or, any other agreements or documents or deeds, in any manner whatsoever. Director(s) of the Company, unless otherwise mentioned. This disclosure document dated July 17, 2014, pursuant to which the Debentures are being offered for private placement and listing on the BSE. Director Town and Country Planning, Haryana. Electronic Fund Transfer. Page 6 of 82

7 Escrow Account Escrow Agent Escrow Agreement Event of Default Financial Year/ FY FSI GPL The current account bearing number established with the Escrow Agent (as hereinafter defined) at their branch at G-3/4, Suryakiran Building 19, Kasturba Gandhi Marg, Connaught Place, New Delhi , which shall be operated in accordance with the terms and conditions of the Escrow Agreement (as hereinafter defined). HDFC Bank Limited, a company incorporated under the provisions of the Act and having its registered office at HDFC Bank Limited, Bank House, Senapati Bapat Marg, Lower Parel, Mumbai and having its branch/ regional office amongst other places at G-3/4, Suryakiran Building 19, Kasturba Gandhi Marg, Connaught Place, New Delhi , being appointed as the escrow agent in accordance with the Escrow Agreement. The escrow agreement to be executed, inter alia, amongst the Company, the Debenture Trustee and the Escrow Agent. Event of Default shall have the meaning given to such term in the Term Sheet. The period of 12 (twelve) months commencing from April 1 of a particular calendar year and ending on March 31 of the subsequent calendar year. Floor Space Index. Gupta Promoters Private Limited, a private limited company incorporated under the provisions of the (Indian) Companies Act, 1956 having its registered office at 804, Tower-A, Signature Towers, South City-I, Gurgaon, Haryana. Governmental Authority Any government authority, statutory or regulatory authority, Government department, agency, commission, board, tribunal or court or other law, rule or regulation making entity having or purporting to have jurisdiction on behalf of the Republic of India or any Indian State or other subdivision thereof or any municipality, district or other subdivision thereof, including urban land ceiling authorities. Guarantors Guarantor Deed of Hypothecation Guarantor Escrow Account Collectively the Personal Guarantor (as hereinafter defined) and the Corporate Guarantor. The deed of hypothecation to be entered into amongst, inter alia, the Corporate Guarantor, the Company and the Debenture Trustee for the purposes of creating hypothecation on the Guarantor Hypothecated Assets (as hereinafter defined). The current account bearing number CBCA/01/ established with the Guarantor Escrow Agent at their branch at C-45, Sector 62, Noida, Uttar Pradesh, which shall be operated in accordance with the Page 7 of 82

8 terms and conditions of the Guarantor Escrow Agreement (as hereinafter defined). Guarantor Escrow Agent Guarantor Escrow Agreement Guarantor Hypothecated Assets Guarantor Project Receivables Hypothecated Assets Corporation Bank, a banking company incorporated under the provisions of the Act and having its registered office at Mangaladevi Temple Road, Pandeshwar, Mangalore Karnataka, India, being appointed as the escrow agent in accordance with the Guarantor Escrow Agreement. The escrow agreement to be executed, inter alia, amongst the Corporate Guarantor, the Company, the Debenture Trustee and the Guarantor Escrow Agent. Collectively mean, (i) the Guarantor Project Receivables, (ii) all amounts received by the Corporate Guarantor in other accounts, other than the Guarantor Escrow Account, which the Guarantor may have in other banks, (iii) cash balance lying in the Guarantor Escrow Account; and (iv) amounts that the Corporate Guarantor and, or, the Personal Guarantor are required to deposit in the Corporate Guarantor Escrow Account in accordance with the DTD. For avoidance of doubt it is clarified that all the Guarantor Project Receivables and any other cash flows are required to be deposited only in the Guarantor Project Escrow Account and no other account. Any and all monies received or to be received subsequent to the Deemed Date of Allotment by the Corporate Guarantor and, or, the Personal Guarantor directly or indirectly from any source in any form, including cash, cheques, demand drafts, pay order, electronic transfer or in any other form and include, but are not limited to: (i) any payments to be received, from existing and new buyers (or their lenders/ financiers on their behalf) of units in the Project including as sale consideration, bookings amounts, advances, towards base sale price, and charges for amenities, club charges, parking charges, preferential location charges, transfer charges, maintenance charges, service tax, EDC/IDC and deposits to utility providers or otherwise; (ii) refunds/ receipts from debtors, creditors, contractors, vendors, any other person or any Governmental Authority including tax refunds received in relation to the Project; (iii) monies infused into the Project by the Personal Guarantor directly or indirectly; (iv) receipts from sale/ lease of land area, built-up area and, or, saleable area in the Project; (v) insurance proceeds from insurance companies with which the Project is insured; and (vi) bank/ cash balance in relation to the Project. Collectively mean, (i) the Project Receivables, (ii) all amounts received by the Company in other accounts, other than the Escrow Account, which the Company may have in other banks, (iii) cash balance lying in the Escrow Account; and (iv) amounts that the Company and, or, the Shareholders are required to deposit in the Escrow Account in accordance with the DTD. For avoidance of doubt it is clarified that all the Project Receivables are required to be deposited only in the Escrow Page 8 of 82

9 Account and no other account. Interest or Interest Rate Interest Due Date Interest Payment Moratorium Period Issue Interest shall have the meaning ascribed to such term in the Term Sheet. Interest Due Date shall have the meaning ascribed to such term in the Term Sheet. Interest Moratorium Period shall have the meaning ascribed to such term in the Term Sheet. Private placement of 100 (one hundred) cumulative, senior, fully secured, rated, redeemable, transferable and interest bearing nonconvertible debentures having a face value of Rs. 1,00,00,000/- (Rupees One Crore Only) each, aggregating to Rs. 100,00,00,000/- (Rupees One Hundred Crores Only). Issue Opening Date July 28, Issue Closing Date July 31, Majority Debenture Holders Material Adverse Change Memorandum of Association Memorandum of Entry N.A or NA NSDL PAN Personal Guarantee The Debenture Holders, having a simple majority in value. Any change, effect, event, occurrence or state of facts that is, or could reasonably be expected to be, materially adverse to the business, assets, liabilities, results of operations or financial or other condition of the Company/ Project/ Guarantors or materially impairs the Company's/ Project's/ Guarantors' ability to undertake or fulfil the transaction contemplated under the Transaction Documents The memorandum of association of the Company, as amended from time to time. The memorandum of entry (or any amendment thereto) to be issued by the Debenture Trustee, for the purposes of creation of the equitable mortgage on (i) the Project Land; and (ii) the Development Rights; by way of deposit of the Project Title Deeds. Not Applicable. National Securities Depository Limited. Permanent Account Number. The guarantee to be executed by the Personal Guarantor in favour of the Debenture Trustee for the purposes of securing the due payment of the Redemption Amounts by the Company to the Debenture Holders. Personal Guarantor Mr. R. K. Arora, son of Mr. L.S. Arora, resident of C 1/10, Sector 36, Noida, Uttar Pradesh, India Page 9 of 82

10 Project Project Land Project Receivables Project Title Deeds The group housing project for the development and construction of the group housing colony in terms of the Development License dated April 26, 2011 on the Project Land and shall also include any enhancement/ additional FSI through or under any additional licenses or approvals. Land admeasuring 10 (ten) acres situated in Sector 79, Village Naurangpur, Tehsil and District Gurgaon, Haryana licensed under the Development License dated April 26, 2011 issued by the DTCP to the Company for developing the Project. Any and all monies/ amounts received or to be received, subsequent to the Deemed Date of Allotment, by the Company directly or indirectly from any source in any form, including cash, cheques, demand drafts, pay order, electronic transfer or in any other form from whether from the Guarantor Escrow Account or from any other source with respect to the Project and includes, but are not limited to: (i) any payments received, or to be received from existing and new buyers of units in the Project including as sale consideration, bookings amounts, advances, towards base sale price, and charges for amenities, club charges, parking charges, preferential location charges, transfer charges, maintenance charges and deposits to utility providers or otherwise; (ii) refunds/ receipts from debtors, creditors, contractors, vendors, any other person or any Governmental Authority including tax refunds received in relation to the Project; (iii) monies infused into the Project by the Shareholders/ Personal Guarantor directly or indirectly; (iv) receipts from sale/ lease of land area, built-up area and, or, saleable area in the Project; (v) insurance proceeds from insurance companies with which the Project is insured; (vi) bank/ cash balance in relation to the Project; and, or (vii) advances received from customers and, or, their lenders/banks which have extended financial assistance to such customers in the Project towards purchase of units in the Project; and, or, (viii) any other amounts that the Company is entitled to receive or received from any person whatsoever or any other source in connection with the Project in any manner whatsoever. It is clarified that the Shareholders shall not be entitled to receive any Project Receivables on behalf of the Company in any manner whatsoever. Collectively: (i) original sale deeds for the Project Land, and all powers of attorneys issued thereunder, including without limitation, (i) sale deed dated April 16, 2010, bearing registration no. 81; (ii) sale deed dated April 21, 2010, bearing registration no. 114; (iii) sale deed dated April 21, 2010, bearing registration no. 115; (iv) sale deed dated April 21, 2010, bearing registration no. 116; (v) sale deed dated September 3, 2010, bearing registration no. 912; (vi) sale deed dated September 3, 2010, bearing registration no. 913; (vii) sale deed dated September 3, 2010, bearing registration no. 914; (viii) sale deed dated September 24, 2010, bearing registration no. 1067; (ix) sale Page 10 of 82

11 (ii) (iii) deed dated October 4, 2010, bearing registration no. 1138; and (x) sale deed dated October 6, 2010, bearing registration no. 1150; the original Collaboration Agreement; and the original Development License dated April 26, 2011 issued by the DTCP to the Company for developing the Project; Quarter Rating Agency RBI Record Date Redemption Amount Register of the Beneficial Owner ROC Rs. RTGS SEBI SEBI Debt Listing Regulations Security Security Documents Each successive period of 3 (three) months commencing from the Deemed Date of Allotment succeeding the month of the Deemed Date of Allotment. CRISIL. Reserve Bank of India. The date falling 3 (three) calendar days prior to the proposed date on which any payments are required to be made in respect of the Debentures to the Debenture Holders in accordance with the Debenture Trust Deed. The aggregate of the Debenture Subscription Amount plus all other outstanding amounts viz. the entire outstanding amount due in respect of the Debentures including the Interest, the Default Interest, fees (including the fees payable to the Debenture Trustee, the Escrow Agent, the Guarantor Escrow Agent), costs, charges and expenses and any other amounts payable in respect of the Debentures under the Transaction Documents. Register of the Debenture Holders maintained in the records of the Depository, as updated from time to time. Registrar of Companies. Indian Rupee. Real Time Gross Settlement. The Securities and Exchange Board of India constituted under the Securities and Exchange Board of India Act, 1992 as amended from time to time. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulation, 2008, as amended from time to time. Security shall have the meaning ascribed to such term in the Term Sheet. Collectively means, (i) the Memorandum of Entry (or any amendment thereto), (ii) the Declaration Cum Undertaking (or any amendment thereto), (iii) the Share Pledge Agreement (as hereinafter defined), (iv) Page 11 of 82

12 the Deed of Hypothecation, (v) the Corporate Guarantee, (vi) the Personal Guarantee, (vii) the Escrow Agreement, (viii) the Guarantor Escrow Agreement; (ix) the Guarantor Deed of Hypothecation; and (x) such other document as may be executed from time to time in relation to creation and perfection of the Security; all such Security Documents shall be in the form acceptable and satisfactory to the Debenture Holders and shall be executed in the favour of the Debenture Trustee, acting on behalf of the Debenture Holders and holding the Security for the benefit of the Debenture Holders. SF Shares or Equity Shares Shareholders Share Capital Share Pledge Agreement TDS Term Sheet Transaction Documents Transfer Agent Trustee Regulations Utilization Escrow Account Square feet. The issued, subscribed and fully paid up equity shares of Rs.10/- (Rupees Ten Only) each of the Company and shall exclude any warrants and other securities/ instruments in the Share Capital (as defined hereinafter). Shareholders of the Issuer. Presently, the Shareholders of the Issuer are GPL and Mr. Sandeep Gupta (nominee of GPL). The aggregate of all of the Shares of the Company. The share pledge agreement to be executed amongst GPL and Mr. Sandeep Gupta, the Company and the Debenture Trustee for pledging all and not less than all the Shares' of the Company held by the GPL and Mr. Sandeep Gupta constituting 100% (one hundred percent) of the Share Capital. Tax Deducted at Source. The term sheet set forth in Annexure I of this Disclosure Document. Collectively mean the (i) the Deed; (ii) this Disclosure Document; (iii) the Utilization Escrow Agreement (as hereinafter defined); (iv) each of the Security Documents; (v) the loan agreement of even date executed between the Company, the Corporate Guarantor and the Debenture Trustee; (vi) the Supertech Escrow Agreement of even date executed between the Guarantors, the Company, the Supertech Escrow Agent and the Debenture Trustee; and (vii) any other document designated by the Majority Debenture Holders and the Company as a Transaction Document MAS Services Limited. The Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993, as amended from time to time, to the extent the same are applicable. The current account bearing number established with the Utilization Escrow Agent (as hereinafter defined) at their branch at Page 12 of 82

13 G-3/4, Suryakiran Building 19, Kasturba Gandhi Marg, Connaught Place, New Delhi , which shall be operated in accordance with the terms and conditions of the Utilization Escrow Agreement. Utilization Escrow Agent Utilization Escrow Agreement HDFC Bank Limited, a company incorporated under the provisions of the Act and having its registered office at HDFC Bank Limited, Bank House, Senapati Bapat Marg, Lower Parel, Mumbai and having its branch/ regional office amongst other places at G-3/4, Suryakiran Building 19, Kasturba Gandhi Marg, Connaught Place, New Delhi , being appointed as the escrow agent in accordance with the Utilization Escrow Agreement. Escrow agreement executed amongst the Company, the Debenture Trustee and the Utilization Escrow Agent. Any capitalized terms used in the Disclosure Document and not defined in this section shall have the respective meanings ascribed to them under the remaining section hereunder. 1 Words denoting singular only shall include plural and vice-versa. 2 Words denoting one gender only shall include the other gender. 3 All references in these presents to any provision of any statute shall be deemed also to refer to the statute, modification or re-enactment thereof or any statutory rule, order or regulation made thereunder or under such re-enactment. 4 The headings in this section are inserted for convenience only and shall be ignored in construing and interpreting the section. Page 13 of 82

14 SECTION 2: DISCLAIMERS ISSUER'S DISCLAIMER This Disclosure Document 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 Companies Act. The issue of the Debentures to be listed on the BSE is being made strictly on a 'private placement' basis. 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 Disclosure Document does not constitute and shall not be deemed to constitute an offer or invitation to subscribe to the Debentures to the public in general. As per the applicable provisions, it is not necessary for a copy of this Disclosure Document/ Information Memorandum to be filed or submitted to the SEBI for its review and/or approval. Further, since the Issue is being made on a 'private placement' basis, in accordance with the applicable provisions of the Companies Act, a copy of this Disclosure Document has not been filed with the ROC. This Disclosure Document is intended for private use and should not be construed to be a prospectus and/or an invitation to the public or a section of the public so as to constitute a 'public offer' for subscription to the Debentures under any Law for the time being in force. This Disclosure Document has been prepared solely to provide general information about the Issuer to eligible investors to whom it is addressed and who are willing and eligible to subscribe to the Debentures. The Issuer confirms that as of the date hereof, this Disclosure Document (including the documents incorporated by reference herein, if any) is accurate in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements herein, in light of circumstances under which they are made. Each copy of this Disclosure Document is serially numbered. This Disclosure Document and the contents hereof are restricted only for the intended recipient(s) who have been addressed directly and specifically through a communication by the Issuer 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. Each of the NCDs offered pursuant to this Disclosure Document shall be subject to the terms and conditions pertaining to the NCDs outlined hereunder as modified/ supplemented by the terms of the Term Sheets and the Transaction Documents. The Company and its directors have not been prohibited from accessing the capital or financial market under any order or directions passed by SEBI or RBI. DISCLAIMER CLAUSE OF STOCK EXCHANGES As required, a copy of this Disclosure Document has been filed with the BSE in terms of the SEBI Debt Listing Regulations. It is to be distinctly understood that submission of this Disclosure Document to the BSE should not in any way be deemed or construed to mean that this Disclosure Document has been reviewed, cleared, or approved by the BSE; nor does the BSE in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Disclosure Document, nor does the BSE warrant that the Debentures will be listed or will continue to be listed on the BSE; nor does the BSE take any responsibility for the soundness of the financial and other conditions of the Issuer, its management or any scheme or project of the Issuer. DISCLAIMER CLAUSE OF SEBI Page 14 of 82

15 As per the provisions of the SEBI Debt Listing Regulations, it is not stipulated that a copy of this Disclosure Document has to be filed with or submitted to the SEBI for its review/ approval. It is to be distinctly understood that this Disclosure Document should not in any way be deemed or construed to have been approved or vetted by SEBI and that this Issue is not recommended or approved by SEBI. SEBI does not take any responsibility either for the financial soundness of any proposal for which the NCDs issued thereof is proposed to be made or for the correctness of the statements made or opinions expressed in this Disclosure Document. DISCLAIMER IN RESPECT OF JURISDICTION This Issue is made in India to investors as specified under the clause titled "Eligible Investors" of this Disclosure Document, who shall be specifically approached by the Issuer. This Disclosure Document does not constitute an offer to sell or an invitation to subscribe to NCDs offered hereby to any person to whom it is not specifically addressed. The NCDs are governed by and will be construed in accordance with Indian law. Any disputes arising out of this Issue will be subject to the non-exclusive jurisdiction of the courts at Delhi. This offer of NCDs on a private placement basis is made in India to Eligible Investors resident in India and non-resident Eligible Investors as permissible. Nothing in this Disclosure Document shall constitute and/or deem to constitute an offer or an invitation to an offer, to be made to the Indian public or any section thereof, at large, through this Disclosure Document, and this Disclosure Document and its contents should not be construed to be a prospectus under the Companies Act. This Disclosure Document does not constitute an offer to sell or an invitation to subscribe to the NCDs herein, in any other jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction. DISCLAIMER IN RESPECT OF RATING AGENCIES Ratings 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. The Rating Agency has based its ratings on information obtained from sources believed by it to be accurate and reliable. The Rating Agency has taken considerable steps to avoid any data distortion; however it does not examine the precision or completeness of the information obtained. And hence, the information in this Disclosure Document is presented 'as is' without any express or implied warranty of any kind. The Rating Agency does not make any representation in respect to the truth or accuracy of such information nor, 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 Rating Agency have paid a credit rating fee, based on the amount and type of bank facilities/instruments. The Rating Agency has the right to change, suspend or withdraw the ratings at any time for any reason. ISSUE OF DEBENTURES IN DEMATERIALISED FORM The NCDs will be issued in dematerialised form. The Issuer has made arrangements with the Depositories for the issue of the NCDs in dematerialised form. Investors will have to hold the NCDs in dematerialised form as per the provisions of the Depositories Act. The Issuer shall take necessary steps to credit the NCDs allotted to the beneficiary account maintained by the investor with its Depositary Participant. The Issuer will make the allotment to investors on the Deemed Date of Allotment after verification of the Application Form, the accompanying documents and on realisation of the application money. Page 15 of 82

16 SECTION 3: REGULATORY DISCLOSURES The Disclosure Document is prepared in accordance with the provisions of the SEBI Debt Listing Regulations and in this section, the Issuer has set out the details required as per Schedule I of the SEBI Debt Listing Regulations: ISSUER'S INFORMATION Name of the Issuer Registered office of the Issuer Corporate office of the Issuer Compliance officer of the Issuer CFO of the Issuer Arrangers Debenture Trustee R&T Agent Credit Rating Agency Auditors of the Issuer Tirupati Buildplaza Private Limited Chamber No. 1517, 15th Floor, Devika Tower, 6, Nehru Place, New Delhi , Tower-A Signature Tower, South City I, Gurgaon. Mr. Rohit Harbola Mr. Sandeep Gupta NA IDBI Trusteeship Services Limited. MAS Services Limited. CRISIL. Sanjay Satpal & Associates Chartered Accountants (a) (i) A brief summary of the business/ activities of the Issuer and its line of business. Business Overview. The Company is currently in the business of construction and development of the Project viz. Araville. The Project involves the construction and development of a group housing project in terms of the Development License dated April 26, The Company acquired the Project Land vide the following Sale Deeds: 1. Sale Deed dated April 21, 2010, Vasika No. 115; 2. Sale Deed dated April 21, 2010, Vasika No. 116; 3. Sale Deed dated September 3, 2010, Vasika No. 912; 4. Sale Deed dated September 3, 2010, Vasika No. 913; 5. Sale Deed dated September 24, 2010, Vasika No. 1067; 6. Sale Deed dated October 4, 2010, Vasika No. 1138; 7. Sale Deed dated October 6, 2010, Vasika No. 1150; 8. Sale Deed dated April 16, 2010, Vasika No. 81; Page 16 of 82

17 9. Sale Deed dated September 3, 2010, Vasika No. 914; and 10. Sale Deed dated April 21, 2010, Vasika No The Project is a residential group housing project on a land area measuring approximately 10 acres situated at residential Sector 79, Village Naurangpur, Tehsil & District Gurgaon, Haryana, and comprises of approximately 511 residential units aggregating upto 982,620 square feet. The Company has obtained all requisite approvals for development and construction of the Project. Some of the approvals are set out below: (i) (ii) (iii) (iv) Development License; Zoning Plan approvals; Building plans; and Environment Clearance. The Company entered into a collaboration agreement dated March 27, 2012 ("Collaboration Agreement") with the Corporate Guarantor, wherein the Company has transferred, in favour of the Corporate Guarantor, the Development Rights (as defined in the agreement) over the Project Land. The Company owns certain additional land admeasuring approximately 1 Kanal and 8 marlas falling under Khewat/ Khatoni No. 394/425 comprised under Rectangle 49, Killa No. 49/14/1(1-8) which has been acquired by the Company through (i) the sale deed dated October 4, 2011, bearing registration no. 1897; (ii) sale deed dated September 24, 2010 bearing registration no. 1068; and (iii) sale deed dated September 20, 2010 bearing registration no This area does not form part of the Project Land. The Corporate Guarantor is a leading real estate developer company based in the National Capital Region promoted by the Personal Guarantor. The Company has a clear and marketable title to the entire Project Land, as a whole. Further, the Company is in absolute, lawful, undisputed, unhindered, peaceful possession and enjoyment of the entire Project Land, free from all encumbrances, mortgages and charges, except the charge created by the Company in favour of Allahabad Bank and the apartment/ flat buyers on the apartments/ flats in the Project in favour of lenders/ banks, from whom such apartment/ flat buyers have obtained a home loan. The Company possesses legal, clear, marketable, unfettered, absolute and unrestricted right, title and interest in the Project Land and is the sole, legal, absolute and exclusive registered owner of the Project Land and currently the Corporate Guarantor has the vacant, peaceful, legal, undisputed and unhindered physical possession thereof. The Company launched the Project some time in May, The Project is under construction and the Company has completed construction upto/ near 25% (twenty five percent). (ii) Corporate Structure as on March 31, Particulars Authorized Share Capital. Amount (Rs.) 10,00,000 1,00,000 Equity Shares of Rs.10/- each Issued Capital. Page 17 of 82

18 Particulars Amount (Rs.) 95,000 Equity Shares of Rs.10/- each 9,50,000 Subscribed and Paid-up Capital. 95,000 Equity Shares of Rs.10/- each 9,50,000 (iii) Key Operational and Financial Parameters for the last 3 (three) audited years. Parameters FY (Rs. in lac) (unaudited) FY (Rs. in lac) FY (Rs. in lac) Networth Total Debt of which Non Current Maturities of Long Term Borrowing Short Term Borrowing Current Maturities of Long Term Borrowing Net Fixed Assets Non Current Assets Cash and Cash Equivalents Current Investments Current Assets 8, , , Current Liabilities 8, , , Net sales EBITDA (4.55) EBIT (4.55) Interest charged to P&L Interest charged to WIP PAT (4.55) Dividend amounts Current ratio Interest coverage ratio NA NA NA Gross debt/equity ratio NA NA NA Debt Service Coverage Ratios NA NA NA Note: Previous year figures have been reclassified (iv) Gross Debt: Equity Ratio of the Company. Before the issue of debt Securities N A After the issue of debt Securities 1,224 If the NCDs proposed to be issued by the Company are 100% (one hundred percent) subscribed, the debt to equity ratio of the Company would be 1,224 upon subscription of the Debentures. Page 18 of 82

19 (b) A brief history of the Issuer since its incorporation. The Company was incorporated on December 17, 2009 as Tirupati Buildplaza Private Limited. Mr. Munish Bansal and Mr. Shyam Kumar Sharma were the subscribers to Memorandum of Association and initial Directors of the Company. Subsequently, 85,000 shares were issued to Gupta Promoters Private Limited. Thereafter Mr. Sandeep Gupta acquired the entire shareholding of Mr. Shyam Kumar Sharma and shares from Gupta Promoters Private Limited and Mr. K.L. Gupta acquired the entire shareholding of Mr. Munish Bansal and shares from Gupta Promoters Private Limited. In 2012 Mr. Sandeep Gupta and Mr. K.L. Gupta transferred their entire shareholding to Gupta Promoters Private Limited with Mr. Sandeep Gupta being a nominee shareholder. (i) Details of the Share Capital as on March 31, 2014 Please refer to paragraph a(i) above for details of the Share Capital of the Company. (ii) Changes in its Capital Structure as on March 31, 2014 for the last 5 (five) years. Date of change Rs. Particulars (AGM/EGM) July 26, ,00,000/- Increase in authorized share capital from Rs.1,00,000/- to Rs. 10,00,000/-. (iii) Equity Share Capital history of the Company as on March 31, 2013, for the last 5 (five) years. Date of Allotme nt Decemb er 17, 2009 Decemb er 17, August 9, 2010 Numbe r of Shares Face valu e (Rs.) Issu e pric e (Rs.) Considerati on (cash, other than cash, etc) Nature of Allotment Subscribers to Memorand um Subscribers to Memorand um Private Placement No of equit y share s Cumulative Equit y Share Capit al (Rs) 5,000 50,00 0 5,000 50, Equity Share Premiu m (in Rs) Nil Nil Nil Remark s First Subscrib er. Munish Bansal First Subscrib ermr. Shyam Kumar Sharma Allotted to Gupta Promoter s Private Page 19 of 82

20 Date of Allotme nt Numbe r of Shares Face valu e (Rs.) Issu e pric e (Rs.) Considerati on (cash, other than cash, etc) Nature of Allotment No of equit y share s Cumulative Equit y Share Capit al (Rs) Equity Share Premiu m (in Rs) Remark s Limited (iv) Details of any Acquisition or Amalgamation in last 1 (one) year. A scheme of amalgamation was filed with the Delhi High Court for amalgamation of the Company with Gupta Promoters Private Limited (GPL). The scheme provided for the transfer of all assets and properties, debts, liabilities of the Company to GPL. The said scheme was sanctioned by the Delhi High Court vide an order dated October 26, 2013 subject to filing of a copy of the scheme and the order with the ROC. The said scheme was not filed with the ROC by the Company/ GPL and accordingly, was not made effective. Subsequently, the Company and GPL passed board resolutions and shareholders resolution cancelling/ withdrawing such scheme of amalgamation. (v) Details of any Reorganization or Reconstruction in last 1 (one) year. No reorganization or reconstruction has taken place in the Company in the last one year from the date of this Disclosure Document. (c) Details of the shareholding of the Company as on March 31, 2014 (i) Shareholding Pattern of the Company as on March 31, Sr. No. Particulars Total no. of Equity Shares No. of shares in demat form Total shareholding 1. Gupta Promoters 94, % Private Limited 2. Sandeep Gupta, a nominee of GPL Total 95, % Notes: Shares pledged or encumbered by the Promoter (if any) Not Applicable. (ii) List of top 10 (ten) holders of equity shares of the Company as on March 31, 2014 Please refer to paragraph c(i) above for the details. (d) (i) Details regarding the directors of the Company. Details of the Current Directors of the Company. Page 20 of 82

21 Name, Designation and DIN Mr. Sandeep Gupta, Director PAN- AAVPG9343D Mr. Kasturi Lal Gupta, Director PAN- AAPPG3332E Age Address Director of the Company since 15/01/1965 D-967, New Friends Colony, New Delhi, , Delhi, India 01/04/1936 D-967 New Friends Colony New Delhi Delhi India /07/2010 K.L. Gupta and Company Private Limited Details of other directorship Name of Date of Company Appointment 26/08/1988 Gupta Exim India Private Limited Zebu Securities Private Limited Gupta Dyefab Private Limited Gupta Promoters Private Limited GPL Infrastructure Private Limited Super Procon Private Limited 26/07/2010 K.L. Gupta and Company Private Limited Gupta Promoters Private Limited Gupta Exim India Private Limited Zebu Securities Private Limited Hare Krishan International Limited 16/01/ /04/ /03/ /12/ /09/ /10/ /08/ /08/ /01/ /04/ /09/2002 Page 21 of 82

22 Name, Designation and DIN Age Address Director of the Company since Details of other directorship Name of Date of Company Appointment Gupta 23/03/2005 Dyefab Private Limited GPL 11/09/2007 Infrastructure Private Limited Super Procon 24/10/2010 Private Limited None of the current directors of the Company appear in the RBI defaulter list and, or, ECGC default list. (ii) Details of the Change in Directors since last 3 (three) years. S. No. Name, Designation and DIN Date of Appointment (DOA)/ Resignation (DOR) December 17, 2009 Director of the Company since (in case of resignation) December 17, 2009 till July 31, Shyam Kumar Sharma 2. Munish Bansal December 17, 2009 December 17, 2009 till July 31, Sandeep Gupta July 30, 2010 July 30, 2010 till Date, 4. Kasturi Lal Gupta July 26, 2010 July 26, 2010 till Date Remarks Resigned Resigned (e) (i) Following details regarding the auditors of the Company. Details of the Auditor of the Company. Name Address Auditor Since Sanjay Satpal & F-11, LGF, Green Park Extension, New Since Incorporation Associates Delhi (ii) Details of Change in Auditor since last 3 (three) years. There has no been change in the auditor if the Company in the last 3 (three) years. (f) Details of borrowings of the Company as on March 31, Lenders name Type of Facility Amount sanctioned Principal amount outstanding Repayment date/schedule Security Page 22 of 82

23 NIL Details of Unsecured Loan Facilities as on Lenders name Type of Facility Amount sanctioned NIL Principal amount outstanding Repayment date/schedule (i) Details of Non-Convertible Debentures. The Company confirms that as of the last quarter ending on March 31, 2014 there are no nonconvertible debentures issued by the Company. (ii) List of Top 10 Debenture Holders as on March 31, Sr. No. Name of debenture holder Not applicable Amount (iii) The amount of corporate guarantee issued by the Issuer along with name of the counterparty (like name of the subsidiary, JV entity, group company, etc.) on behalf of whom it has been issued: No corporate guarantee has been issued by Issuer. (iv) Details of Commercial Paper: The total Face Value of the Commercial Papers Outstanding as on March 31, 2014: NA (v) Details of rest of the borrowing (if any including hybrid debt like FCCB, Optionally Convertible Debentures/ Preference Shares) as on March 31, 2014: NA. (vi) The Issuer confirms that: (a) the Issuer is prompt and regular in servicing of its existing debts and has been paying interest and principal when due on its term loans; and (b) the Issuer has not defaulted and, or, made any delayed payments of interest and, or, principal in any kind of term loans, debt securities and other financial indebtedness including under any corporate guarantee executed by the Issuer, in the past 5 (five) years. NA. (vii) Details of any outstanding borrowings taken/ debt securities issued where taken/ issued (a) for consideration other than cash, whether in whole or part, (b) at a premium or discount, or (c) in pursuance of an option: NA. Page 23 of 82