CERTiFIED TRUE COpy - Bombay Stock Exchange · 2012. 9. 22. · Rajesh Estates & Nirman Private Limited Private & Confidential : Disclosure Document/Information Memorandum : For Private

Rajesh Estates & Nirman Private Limited Private & Confidential Disclosure DocumenUlnformation Memorandum For Private Circulation Only

J I..Of 49 Date: [e), 2012

Addressed to: _

Disclosure Document/Information Memorandum

(For Private Circulation only)

Private Placement of up to 12 (Twelve) Fully Secured Non-Convertible Debentures

of the face value of Rs. 1,00,00,0001- (Rupees One Crore) each, issued at par, aggregating to up to Rs. 12,00,00,000/- (Rupees Twelve Crores).

Serial No.

Addressed To

CERTiFIED TRUE COpy For-RAJESH ESTATES &NIRMAN PVT LTD

- 1


GENERAL RISK

Investors are advised to read the risk factors carefully before taking an investment decision in this offering. For taking an investment decision, the Investors must rely on their examination of the Issuer and the offer including the risk involved. The issue of Debentures has not been recommended or approved by Securities and Exchange Board of India (USEBI") nor does SEBI guarantee the accuracy or adequacy of this document.

SPECIAL CONSIDERATIONS AND RISK FACTORS

Credit Rating

To be rated before listing of the Debentures.

Limited Liquidity & Price risk

There is no assurance that a deep secondary market will develop for the Debentures. This could limit the

ability of the Investors to resell them. This leads to liquidity and price risk on the Debentures. Even jf a

secondary market develops and sales were to take place, these secondary transactions may be at a discount to the price (paid for the Debentures) due to changes in the interest rate structure.

Delay, Delinquency and Credit Risk

The Debentures represent an oD'ligation of the Issuer and do not represent any other person associated with the Issue. No financial recourse is available to the Investors against any person other than the Issuer.

Further, on default by the Issuer to repay its obligation, the Security Trustee may in terms of the Transaction Documents initiate legal proceedings for enforcement of the Security interest against the Issuer. The Investors can lose their investments in the Debentures on account of default by the Issuer.

Risk in relation to the Security

Under the Transaction Documents the Issuer is obliged to provide security by way of mortgage of the Mortgaged Property, corporate guarantee of Rajesh Construction Company Private Limited and personal guarantees of Rajesh Patel and Harish Patel and issuance of undated cheques. However, the value of the Mortgaged Property may decrease from time to time and may not at all times be sufficient to cover the liabilities of the Issuer under the Transaction Documents. The enforcement of corporate/personal

guarantee(s) and banking of undated cheques may not provide any security and may not yield any benefit for the Investors at all.

Bankruptcy of the Issuer

If the Issuer becomes bankrupt or proceedings for winding up of the Issuer are initiated, then the Investors may SUbstantially lose their investments. Though the Investors shall be treated as secured creditors and,

therefore, higher in preference than unsecured creditors of the Issuer, the same would not guarantee the

recovery of the amounts due from the Issuer.

THE INVESTMENTS CAN BE SUBJECT TO INVESTMENT RISK, INCLUDING INTEREST RATE RISK, CREDIT RISK, POSSIBLE DELAYS IN REPAYMENT AND LOSS OF INCOME AND PRINCIPAL INVESTED.

ISSUER'S ABSOLUTE RESPONSIBILITY

The Issuer, having made all reasonable inqulries, accepts responsibility for and confirms that this Information Memorandum contains all information with regard to the Issuer and the Issue, which is material in the context of the Issue, that the information contained in the Information Memorandum is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed therein are honestly held and that there are no other facts, the omission of which makes this document as a wholle or any of such information or the expression of any such opinions or

intentions misleading in any material respect.

CERTlf ;ED TRUE COpy For-RAJ!SH ESTATES &NIRMAN PVT LTD

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Rajesh Estates & Nirman Private Limited Private & Confidential Disclosure Document/Information Memorandum For PrivateCirculation Only

ISSUE SCHEDULE Issue Opens on : _

Issue Closes on:

CREDIT RATING

The Debentures are currently unrated and shall be rated soon.

LISTING

The Debentures shall be listed on the wholesale debt market (WDM) of Bombay Stock Exchange Limited

("SSE" or the "Stock Exchange"). However, at the time of listing, this disclosure document shall be

modified suitably as required under Law, without any further consent of the Debenture Holders.

ISSUER REGISTRAR TO ISSUE

Rajesh Estates &Nirman Private Limited

139, Seksaria Chambers, 2nd floor, Nagindas Master

Road, Fort, Mumbai Contact Person :- Amit Sheth Email: [email protected]

TSR Darashaw Ltd.

6-10, Haji MoosaPatrawala Industrial Estate, 20, Dr. E.

Moses Road, Mahalaxmi, Mumbai-400 011, India

Tel: +912266568484 Email: [email protected] Website: www.tsrdarashaw.com Contact Person: Ms. Nandini Nair

DEBENTURE TRUSTEE SECURITY TRUSTEE

IL&FS Trust Company Limited IL&FS Trust Company Limited

The IL&FS Financial Centre, Plot No C-22, G Siock, The IL&FS Financial Centre, Plot No C-22, G Block,

Sandra Kurla Complex, Sandra East, Mumbai-400 Sandra Kurla Complex, Sandra East, Mumbai-400 051,

051, India India

Tel: +912226593082 Tel: +912226593082

Fax: +912226533297 Fax: +912226533297

Email: [email protected] Email: [email protected]

Website: www.itclindia.com Website: www.itclindia.com

Contact Person: Mr. Amit Joshi Contact Person: Mr. Amit Joshi

Note: This offer document of private placement is neither a prospectus nor a statement in lieu of a prospectus. This is only an information brochure intended for private circulation and should not be construed to be a prospectus and/or an invitation to the public for subscription to Debentures under any law

of the time being in force.

Rajesh Estates & Nirman Private Limited Private & Confidential Disclosure Document/Information Memorandum For Private Circulation Only

I. DEFINITIONS &ABBREVIATIONS

Rajesh Estates & Nirman Private Limited , a company incorporated under the The Company/Issuer Companies Act, 1956 and having its registered office at 139, Seksaria Chambers,

2nd

floor, Nagindas Master Road, Fort, Mumbai 400023.

" we", "us", IIOUr'J Unless the oontext otherwise requires, shall mean the Company, its subsidiaries and/or its joint ventures

Means any secured facilities, raised by way of construction loan for the purpose of

development of the Project to the extent of (i) Rs 100,00,00,000 (Rupees One Hundred Crores), if the Project is developed in accordance with the approval obtained under the Rental Housing Scheme of MMRDA; or (iQ Rs. 60,00,00,000 (Rupees Sixty Crores), if the Project is developed otherwise than in accordance

Acceding Facilities with the approvals obtained under the Rental Housing Scheme of MMRDA; other than the Debentures issued to the extent of up to Rs 50,00,00,000 (Rupees Fifty

Crores), made/to be made available by one or more Acceding Lenders to the

Company (as set out in the Deed of Accession) provided that the total amount of

such facilities including the Debentures should not exceed Rs 150,00,00,000 (Rupees One Hundred Fifty Crores) and the Security Cover is maintained at all times

Allot/Allotment/Allotted Unless the context otherwise requires or implies, shall mean the allotment of the Debent1:ures pursuant to the Issue

Articles Articles of Association of the Company

Board Board of Directors of the Company or a Committee thereof

Coupon Payment

Datellnterest Payment Date of payment of interest on the Debentures Date

Current Account of Account maintained with Kotak Mahindra Bank Limited - "Rajesh Estates & Nirman

Company Private Limited Nc N04311177734

Date of Allotment The date on which Allotment for the Issue has been made.

Shall mean up to 50 (Fifty) freely transferable, secured, redeemable and non-convertible debentures of the Company, having face value of Rs. 1,00,00,000/

(Rupees One Crore) each, aggregating to up to Rs. 50,00,00,000/- (Rupees Fifty Crores),of which 38 (Thirty Eight) debentures aggregating up to a value of Rs.

Debentures 38,00,00,000 (Rupees Thirty Eight Crores) has already been issued by the

Company under the information memorandum dated ze" March,2012 and the

balance 12 (Twelve) debentures aggregating up to a value of Rs. 12,00,00,000

(Rupees Twelve Crores) are proposed to be issued under this Information Memorandum or any such information memorandum subsequently issued

Shall mean the persons who are, for the time being and from time to time, the holders of the Debentures and, who are listed in the register of debenture holders as the holders of the Debentures, where such Debentures are held in physical

Debenture Holder form, or whose names appear in the register of holders provided by the Registrar

and Transfer Agent based upon the information provided by the Depositories, where such Debentures are held in dematerialized form, and "Debenture Holder"

means each such person

Debenture Trustee IL&FS Trust Company Limited being the trustee for the Debenture Holders as

Debenture Trustee

Depository/lea National Securities Depository Limited (NSDL) & Central Depository Services

(India) Limited

Designated Bank Kotak Mahindra Bank Limited

DP Depository Participant

DRR Debenture Redemption Reserve One or more such accounts opened with Kotak Mahindra Bank Limited where the

Escrow Account Receivables of the Mortgaged Property shall be deposited being escrow account

No. "46464311"

Escrow Agent fL&FS Trust Company Limited -

Rajesh Estates & Nirman Private limited Private & Confidential Disclosure Document/Information Memorandum For PrivateCirculation Only

IT Act The Income-tax Act, 1961 as amended from time to time

Information

Memorandum/Disclosure

Document

This Disclosure Document

Issue of fully secured non-convertible Debentures issued on a private placement basis

Kotak Mahindra Prime Limited or any other person who is holder of the Debentures

Shall mean the minimum number of Debentures which may be subscribed under the Issue which is 1 (One).

Shall mean an amount of Rs. 7,00,000/- (Rupees Seven Laths) per Debentures or in multiple thereof, so that an amount Rs. 7,00,000/- (Rupees Seven Lakhs) or its multiple can be repaid with respect to each Debenture to the Debenture Holders

Issue

Investor

Market Lot

Minimum Receivable Repayment Amount

Mortgage Debt

Shall mean the amounts raised through Debentures and Acceding Facilities

subscribed, sanctioned and disbursed from time to time by the Secured Parties to

the Company together with all interest, fees, premia on prepayment, costs,

charges, expenses and all other monies whatsoever stipulated in or payable to the respective Secured Parties and all the obligations of the Company to the respective Secured Parties under the respective Transaction Documents, inclUding without limitation all fees, charges, expenses and remuneration payable

to the Security TrusteelDebenture Trustees, and costs, charges, expenses and

other monies whatsoever stipulated or payable by the Company under the

respective Transaction Documents

Shall mean the registered Mortgage Deed dated to be executed by the Issuer in favour of the Security Trustee for the benefit of the Secured Parties, thereby creating the Security over the Security Properties

Shall mean non-agricultural, free hold land (or development rights on such land)

admeasuring 24,115.39 square meters and building constructed/to be constructed

thereon, lying and being at village Chittalsar- Manpada, Thane, more particularly

described in the Mortgage Deed

Shall mean the land, and the construction and development of the buildings/structures thereon on the Mortqaqed Property

Kotak Mahindra Bank Limited

Shall refer to RBI and SEBI or any other governmental authority competent to

reguliate the transaction

Registrar to the Issue, in this case TSR Darashaw Limited.

Shall mean the non-interest bearing bank account without any cheque or overdraft facilities, to be opened in the name "RAJESH ESTATES & NIRMAN PRIVATE LIMITED -ESCROW ACCOUNT" with the Designated Bank at any of its Mumbai branch pursuant to the Receivable and Repayment Escrow Agreement into which

the amounts as agreed herein, shall be transferred and released

Shall mean and include all the right, title, interest, benefits, claims and demands

whatsoever, in and to or in respect of all amounts owing/ payable to and/or

received by or to be received from any Person (including the purchaser/ lessee/ licensee of the flats/units/ apartments out of the Mortgaged Property) and which

are now due owing/ payable/ belonging to the Company or which may at any time

hereafter during the continuance of the mortgage become due, OWing, payable or

belonging to the Company in respect of all sold as well as unsold and/ or

leased/licensed flats/ shops/ units/ apartments out of the Mortgaged Property

including without limitation all the proceeds and considerations due to the Company pursuant to the marketing of the flats! unitsl apartments in the Mortgaged Property and shall include the sale, consideration, deposits! premium,

lease rentals, business centre charges, leave and license fees, rent, out standings and claims in respect thereof deposited in any escrow account pursuant to any

escrow agreement entered into or to be entered into by the Company with respect

to the Mortgaged Property

Shall mean any Person:

Mortgage Deed

Mortgaged Property

Project

KMBL

Regulatory Authorities

Registrar/Registrar to the

Issue

Receivable Escrow

Account

Receivables of

Mortgaged Property

Restricted Transferee

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(~MUMBAt .~8~~~ .~'"~ (; *. " ~-'"

Rajesh Estates & Ninnan Private Limited Private & Confidential Disclosure Document/Information Memorandum For Private Circulation Only

• directly or indirectly engaged in and/or associated with the Business', and/or

• including any company, firm, partnership, proprietorship or other entity, who on the date of the Information Memorandum or any time thereafter, is directly or indirectly engaged in and/or associated with the Business which, and/or is sponsored or Controlled by, and/or sponsors or Controls a Person who, is a competitor of the Company;

It is clarified that any Person who is not a Restricted Transferee as above shall be entitled to purchase the Debentures.

ROC The Registrar of Companies, Maharashtra

RTGS Real Time Gross Settlement, an electronic funds transfer facility provided by RBI

RBI The Reserve Bank of India

Securities and Exchange Board of India constituted under the Securities and SEBI

Exchange Board of India Act, 1992 (as amended from time to time)

Shall mean the Debenture Holders (acting through the Debenture Trustee) and Secured Parties

the Acceding Lenders

I. Paripassu first charge by way of registered mortgage on the Mortgaged Property / Project

II. Charge and escrow of receivables from the Mortgaged Property/Project III. Personal & Corporate guarantees

Security & Repayment 0 Mr. Rajesh Patel 0 Mr. Harish Patel

0 M/s Rajesh Construction Company Private Limited (hereinafter, collectively referred to as the "Guarantors") I

Security Trustee IL&FS Trust Company Limited

The Act The Companies Act, 1956 (as amended from time to time)

Shall mean collectively, the Security Trustee Agreement, the Debenture Trustee

Agreement, the Inter-creditor Agreement, the Mortgage Deed, the Subscription Escrow Agreement, the Receivable and Repayment Escrow Agreement, the Interest Escrow Agreement, the Guarantee Agreements and all other undertakings, agreements, instruments, undertakings, indentures, guarantees,

Transaction Documents deeds, writings, and other documents (Whether financing, security or otherwise) executed or entered into, or to be executed or entered into, by the Company, the Security Trustee or the Debenture Trustee or any other Person as the case may

be, in relation, or pertaining, to the issue of the Debentures, Acceding Facilities

and the transactions contemplated under the Transaction Documents

Capitalized terms used but not defined in this Information Memorandum shall have the meaning assigned

to it in the Transaction Documents.


DISCLAIMER AND CONFIDENTIALITY

This Information Memorandum has been prepared solely to give general information regarding the Issuer

to se~ected investors proposing to subscribe to the Debentures and it does not purport to contain all the

information that any such party may require. The Issuer does not undertake to update this Information

Memorandum to reflect subsequent events and thus it should not be relied upon without first confirming

its accuracy with the Issuer. This Information Memorandum is not intended to form the basis of evaluation

for potential investors to whom it is addressed and who are willing and eligible to subscribe to the Debentures.

This Information Memorandum is not intended for distribution and is for the consideration of the person to

whom it is addressed and should not be reproduced by the addressee. It cannot be acted upon by any person other than to whom it has been specifically addressed.

This Information Memorandum is not intended to provide any basis for any credit or any other evaluation.

Potential investor(s) are required to make (and will be deemed to have made) their own independent

evaluation and judgment. It is the responsibility of potential investors to have obtained all consents,

approvals or authorizations required by them to participate in the Debentures. The Debentures have not

been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this

Information Memorandum. By subscribing to the Debentures, potential investors shall be deemed to have

acknowledged that the Issuer do not owe them any duty of care in this respect. Accordingly, the Issuer or

any of their respective officers or employees shall not be held responsible for any direct or consequential

loss or damage suffered or incurred by any recipient of this Information Memorandum as a result of or

arising from anything expressly or implicitly contained in or referred to in this Information Memorandum or any information received by the recipient in connection with the Debentures.

This Information Memorandum has been prepared for informational purposes relating to this transaction

only and upon the express understanding that it will be used for only the purposes set forth above. The

Issuer does not make any express or implied representation or warranty as to the accuracy or

completeness of the information contained herein or made available in connection with any further

investigation of the projects undertaken by the Issuer. The Issuer expressly disclaims any and all liability

which may be based on such information.

The delivery of this Information Memorandum at any time does not imply that the information in it is

correct as at any time after the date set out in the cover page hereof, or that there has been no change in

the operation, financial condition, prospects, creditworthiness, status or affairs of the Issuer or its

sponsors since that date.

All projections and forecast, if any, in this Information Memorandum are based on assumptions

considered to be reasonable but the actual outcome may be materially affected by changes in economic

and other circumstances, which cannot be foreseen. No representation or warranty (express or implied) is

made that any projection, forecast, assumption or estimate contained in this Information Memorandum is

accurate or will be achieved, and no representation or warranty is made to the future performance or

policy of the Issuer and/or its subsidiaries. The reliance that the recipient of this Information Memorandum

places upon the projections and forecasts is a matter for its own judgment.

No person has been authorized to give any information or make any representation not contained in this

Information Memorandum and, if given or made, any such information or representation may not be relied

upon as having been authorized by the Issuer.

The information contained in this Information Memorandum may include results of analyses from a

quantitative model which represent potential future events that mayor may not be realized, and is not a complete analysis of every material fact representing any product. Any estimates included herein

constitute our judgment as of the date hereof and are subject to change without any notice.

Rajesh Estates & Nirman Private limited Private & Confidential Disclosure Document/Information Memorandum For Private Circulation Only

This Information Memorandum may not be photocopied, reproduced, or distributed to others at any time without the prior written consent of the Issuer. Upon request, the recipient will promptly return all material received from the Issuer without retaining any copies thereof, all in accordance with such confidentiality provisions agreement. If any recipient of this Information Memorandum decides not to participate in the Debenture issue, the recipient must promptly return this Information Memorandum and all reproductions whether in whole or in part and any other information statement, notice, opinion, memorandum, expression or forecast made or supplied at any time in relation thereto or received in connection with the Debenture issue to the Issuer.

This Information Memorandum is issued by the Issuer and signed by its authorized signatory.

ISSUER'S ABSOLUTE RESPONSIBILITY: The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Information Memorandum as on date and to the best of its

knowledge: (i) contains all information with regard to the Issuer and the Issue, which is material in the context of the

Issue and is not misleading in any material respect; (ii) that the opinions and intentions expressed therein are honestly held; and (iii) that there are no other facts, the omission of which makes this document as a whole or any of such

information or the expression of any such opinions or intentions misleading in any material respect.

DISCLAIMER CLAUSE OF THE STOCK EXCHANGE

It is to be distinctly understood that submission of this Information Memorandum to the SSE should not in any way be deemed or construed to mean that this Information Memorandum has been reviewed, cleared or approved by the SSE; nor does the SSE in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Information Memorandum, nor does the SSE warrant that the

Debentures will be listed or will continue to be listed on the SSE; nor does the SSE take any responsibility

for the soundness of the financial and other conditions of the Company, its promoters, its management or

any scheme or project (including the Mortgaged Property / Project) of the Company.

1

2

Rajesh Estates & Nirman Private limited Private & ConfidentialDisclosure Document/Information Memorandum

For Private Circulation Only

II. DISCLOSURES1

NAME & ADDRESS OF THE REGISTERED OFFICE OF THE ISSUER

Name Rajesh Estates &Nirman Private Limited

Address 139, Seksaria Chambers, 2na

floor, Naqindas Master Road, Fort, Mumbai 400023 Compliance Officer

Mr. Amit Sheth 139, Seksaria Chambers, 2

nd floor, Nagindas Master Road, Fort, Mumbai 400023

[email protected]

NAMES & ADDRESSES OF THE DIRECTORS OF THE ISSUER

Name of the Directors Designation Address Mr. Harish Patel Director 1204, Kalindi, Neelkanth Valley, Rajawadi Road

No.7, Ghatkopar(E), Mumbai - 400077 1/24, KailashKiran, Tilak road, Ghatkopar (E), Mumbai 1302, Kukreja Palace, Ewing, Vallabh Baug lane Extension, Ghatkopar (E), Mumbai 9/47 Vikas, Garodia Nagar, Ghatkopar (E),Mumbai

Mr. Rajesh patel Director

Mr. Kantilal patel Director

Mr. Ajay Patel Director

3 BRIEF SUMMARY OF THE BUSINESS/ACTIVITIES OF THE ISSUER AND ITS LINE OF BUS1NESS

Rajesh Group of Builders is reputed real estate developers in the city with diversified interest in Hospitality, Power Generation & manufacturing insulators for power transmission lines. Since 1997, company has completed 33 projects with total saleable area of 29 lacs sq.ft & 44 lacs sq.ft since incorporation.

Mis Rajesh Estates & Nirman Private Limited (RENPL) is part of Rajesh group of Builders. Company was incorporated as Raj Precision Limited on April 24, 1996 with an objective of holding land for the group. On 16lhFebruary 2005, Name of company was changed to Mis Rajesh Estates & Nirman Limited (RENL) with the Objective to bulld & sell real estate properties. Further on 16

th Nov 2011, RENL name was changed to Mis Rajesh Estates & Nirman Private Limited

(RENPL) which is currentty developing 4 projects in Mumbai admeasuring 21.41 lacs sq.ft

4 BRIEF HISTORY OF THE ISSUER SINCE ITS INCORPORATION W1TH DETAILS OF ITS ACTIVITIES INCLUDING ANY REORGANIZATION, RECONSTRUCTION OR AMALGAMATION, CHANGES IN ITS CAPITAL STRUCTURE (AUTHORIZED, ISSUED AND SUBSCRIBED) AND BORROWINGS, IF ANY.

4.1 Incorporation Details

Name Raiesh Estates &Nirman Private Limited CIN No U28991MH2005PTC099089

AAACR7599A 24'" April 1996 139, Seksaria Chambers, 2na floor, Nagindas Master Road, Fort, Mumbai 400023

PAN Date of Incorporation Registered Office

4.2 Authorized Share Capital:

1,00,00,000 equity shares of RS.10 Each


4.3 History of Authorized Share Capital

Date Particulars Authorized Capital

24 Apr 1996 1,00,000 equity shares of Rs.1°each 10,00,000

2nd Mar 2005 19,00,000 equity shares of RS.10 each 1,90,00,000

16th Aug 2005 2,50,000 equity shares of RS.1 °each

25,00,000

31st March 2008 77,50,000 equity shares of RS.1 °each 7,75,00,000

Remarks

Since incorporation of the companv Equity shares increased by 1,90,00,000 Equity shares increased by 25,00,000 Equity shares increased by 7,75,00,000

4.4 Issued, Subscribed & Paid up capital:

• 20,14,500 Equity Shares of 101- each • Sreak UP of share caoital as on 31st March 2012:

S. No. Name of Shareholder Noof

shares Face value Amount % Holding 1 Rajesh Construction Co P Ltd 20,14,500 10 2,01,45,000 100 %

Total 20,14,500 2,01,45,000 100.00%

4.5 History of Issued, Subscribed and Paid-Up Capital:

Date of Allotment Number Type Face Nominal Issue Remarks of shares of Value Value Price

Share 25th April 96 70 EQuity 10 700 10 At the time of incorporation

I 10th Dec 02

28th April 2005 50000

19,49,93'0 EQuity Equity

10 10

500000 19,499,300

10 10

Increase bv 50000 shares Increase by 19,49,930 Shares

31st March 2006 14,500 EQuity 10 145,000 10 Increase by 14,500 Shares Total 20,14,500

4.6 Details of debentures issued by the Company:

Company has issued 2500 NCD (18 % per annum) for total value of RS.125 Crs to J M Financials Products against the security of project Raj Grandeur, Powai.

The Company has already issued 38 Debentures for a total value of Rs. 38 crores in terms of and in accordance with the information memorandum dated ze" March,2012. The Company is now proposing to raise the further Rs. 12 Crores on the same terms and under this Information Memorandum.

5 SECURITIES ISSUED AND TO BE LISTED UNDER CURRENT DOCUMENT (INCLUDING FACE VALUE, NATURE OF DEBT, SECURITIES MODE OF ISSUE I.E. PUBLIC ISSUE OR

PRATE PLACEMENT

The Company seeks issuance and listing of secured redeemable Debentures for an aggregate amount of up to Rs. 1200,00,000 (Rupees Twelve Crores) on SSE. The face value of each Debenture is Rs. 1,OO~OO,OQO (Rupees One Crore) and the same shall be issued in

dematerialized form. The Issue is on private placement basis. The broad features of the

Debentures are given in Annexure 2.

6 DETAILS OF ISSUE SIZE

Issuer Rajesh Estates & Nirman Private Limited

Issue Size 12 Fully Secured Non-Convertible Debentures of the face value of Rs.

1,00.00,000/ (Rupees One Crare) each, aggregating to Rs.

12,00,00,000 (Rupees Twelve crores)

Rajesh Estates &Nirman Private Limited Private & ConfidentialDisclosure Document/Information Memorandum

For Private CirculationOnly

7 DETAILS OF UTILIZATION OF ISSUE PROCEEDS/OBJECT OF THE ISSUE

The Issue proceeds shall be utilized for general business purpose.

8 MATERIAL CONTRACTS AND AGREEMENTS INVOLVING FINANCIAL OBLIGATION OF THE ISSUER

The Company, in the ordinary course of its business, enters into various agreements, including

loan agreements and joint venture agreements, which may contain certain financial obligations and/or provisions which may have an impact on its financial condition.

8.1 Material Contracts

There are no materials as well as other contracts/arrangements which have or could be expected

to have a material financial obligation on the Issuer or have any material adverse impact on the payouts to the Debenture Holders.

8.2 Material Documents

• Certificate of Incorporation of the Company dated 16th November, 2011

• The Memorandum and Articles of Association of the Issuer, as amended from time to time • Shareholders Resolution dated so" September, 2011 appointing M/s AJ. Kanakia& Co.,

Chartered Accountants Mumbai as the statutory auditors of the Company

• Annual report for the financial year 2010-11 along with audited balance sheet

• Extract of Resolution by Board of Directors dated 23rd March, 2012 for issuance of Debenture

• Letters from IL&FS Trust Company Limited dated March 20, 2012 to the Company giving their consent to act as Security Trustee

• Letters from IL&FS Trust Company Limited dated March 20, 2012 to the Company giving their consent to act as Debenture Trustee

• Letter from TSR Darashaw Limited dated March 19,2012, to the Company giving their

consent to act as Registrar to the Issue

• Copy of the valuation report dated 9th March 2012 by Kanti Karamsey& Co. of the Mortgaged

Property offered as security

• Copy of title report by Kanga & Co. of the Mortgaged Property offered as security

• Draft of Security Trustee Agreement, Receivable and Repayment Escrow Agreement, Mortgage Interest Escrow Agreement, Deed, Debenture Trustee Agreement, SUbscription

Escrow Agreement, the Guarantee Agreements, the Deed of Accession and information

memorandum dated ze" lVIarch,2012

9 DETAILS OF BORROWING INCLUDING ANY OTHER ISSUE OF DEBT SECURITIES IN THE PAST

9.1 Debt

Statement of secured/unsecured loans and/or instruments as on 31st March, 2012

S. No. Description Outstanding Security in Crores

A Secured Loans/Facilities 1 ICIC) Bank Limited 85.74 Raj Splendour 2 NCDs (JM financials) 125.00 Raj Grandeur 3 Car Loans 1.36 Car 4 NCDs ( Kotak Mahindra Prime& 38.00 Manpada,Thane

Others) Sub-Total 250.10

B Unsecured Loans Directors 28.33 Unsecured Group Companies & Others 83.94 Unsecured Sub-Total 112.27

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Rajesh Estates & Nirman Private Limited Private & Confidential Disclosure Document/Information Memorandum ForPrivate Circulation Only

~--=+irand 362.37 , Total

Debt Securities

Company has issued 2500 NCO (18 % per annum) for total value of RS.125 Crs to J M Financials Products against the security of project Raj Grandeur, Powai.

The Company has already issued 38 Debentures for a total value of Rs. 38 crores in terms of and in accordance with the information memorandum dated zs" March,2012. The Company is now proposing to raise the further Rs. 12 Crores on the same terms and under this Information Memorandum.

10 MATERIAL DEVELOPMENTS

In the opinion of the Company, except for the general market risks, there are no circumstances existing presently that could materially adversely affect the business of the Issuer or the value of its assets or its ability to pay its liabilities within the next 12 months.

11 DEBT SECURITIES ISSUED FOR CONSIDERATION OTHER THAN CASH, AT PREMIUM OR AT DISCOUNT, IN PURSUANCE OF AN OPTION.

The Company till date has not issued any debt securities for consideration other than cash or

discount or premium or in pursuance of an option.

12 TOP 10 HOLDERS OF EACH CLASS AND KIND OF SECURITIES

Break up of share capital as on 31st March 2012:

S. No. Name of Shareholder No of

shares Face value Amount % Holding 1 Rajesh Constructions Co P Ltd 20,14,500 10 20,145,000 100

Total 20,14,500 10 20,145,000 100.00%

13 UNDERTAKING TO USE A COMMON FORM OF TRANSFER

The Debentures would be issued in dematerialized form. However, the Company would use the

common transfer form for physical holding, if any.

14 REDEMPTION AMOUNT, PERIOD OF MATURITY, YIELD ON REDEMPTION

• Redemption amount: Rs 1,00,00,000/- each Debentures

• Date of maturity: so" March, 2015 • Coupon: 17.75% per annum over the tenure of the Debentures. The coupon is payable at

quarterly intervals, on actual/actual basis. It is clarified that if the Debentures are allotted in between any month, the Company shall be entitled to pay the interest from the Date of Allotment till the end of such month and the payment of interest/coupon shall thereafter be

calculated and carried out on a quarterly basis.

15 TERMS OF OFFER

For information relating to the terms of offer or purchase, please refer to Annexure 1. Herein

below are the general terms and conditions:


15.1 Issue Price

The Debentures are proposed to be offered at face value of Rs. 1,00,00,000- per Debenture, payable on application.

15.2 Date of Allotment

The Date of Allotment shall be the date of actual allotment of Debentures.

All benefits related to the Debentures will be available to the allottees from the Date of Allotment.

15.3 Security

The Debentures, coupon thereon, Debenture Trustee's remuneration, Security Trustee's

remuneration and all other monies relating thereto shall be secured by way of registered

mortgage on the Mortgaged Property / Project and guarantees by the Guarantors SUbject to a Security Cover of at least 2 (Two) times the total outstanding amount of Mortgage Debt. The Security Cover would be maintained at all times till full redemption of the principal and any unpaid interest on the Debentures and Acceding Facilities.

The said Security shall be created in favour of the Security Trustee/Debenture Trustee.

Disclosure on title & documents:

M/s. KANGA & CO has provided title reports for the Mortgaged Property/Project which is clear and marketable.

Mrs. G.F. Sunavala and Mr. Omkar V. Dhagawkarhas provided search reports with respect to the Mortgaged Property/Project.

Security shall be created on non-agricultural, free hold land (or development rights on such land) admeasuring 24,115.39 square meters and building constructed/to be constructed lying and being at village Chittalsar-Manpada, Thane t.e. the Mortgaged Property, which is currently sufficient security to meetthe Security Cover ratio.

Commencement Certificate bearing No. 2007/1031TMCITDD/265 dated 25th july, 2007 had been obtained by the Company however in view of revised plans fresh approval shall be obtained by the Company.

15.4 No Objection Certificate for Sale of Units

Security Trustee shall issue the no objection certificate ("NOC") on receipt of written request from

Issuer for sale of each unit to potential customer. It is hereby clarified that subject to continuous

Security Cover and non-occurrence of an Event of Default, the Security Trustee shall not withhold such NOC unreasonably. In the event that the Security Trustee fails to/does not provide the NOC within 3 (Three) Business Days of making such a request, it shall, within 3 (Three) Business Days, specify in writing to the Company, the reasons for not issuing the NOC. Such NOC, as mentioned in this Clause above, shall also contain the minimum mandatory conditions, if any,

agreed under the Transaction Documents. Until all the considerations of such unit are deposited

into the Receivables and Repayment Escrow Account, the charge of Security Trustee shall continue and upon deposit of all the considerations of such unit, the charge on such unit shall be treated as released.

The Company will submit a monthly statement of sales and collection from the proposed Mortgaged Property offered as security to the Security Trustee, Debenture Trustee and Managing

Debenture Holder.


15.5 Debenture Trustee

Company has appointed IL&FS Trust Company Limited ("IL&FS") as Debenture Trustee of the

Debenture Holders to protect rights, interests and benefits of the Debenture Holders. The

Debenture Trustee shall act in accordance with the Debenture Trustee Agreement, Mortgage

Deed, Guarantee Agreement and any other documents executed for and in connection with the Debentures.

IL&FS has by its letter dated March 20,2012 given its consent for its appointment as a Debenture

Trustee to the Issue and for its name to be included in this Information Memorandum and all its

subsequent periodical co-nrnunicatlons to be sent to the Debentures Holders issued pursuant to

this Issue.

Kotak Mahindra Prime Limited shall act as the Managing Debenture Holders long as Kotak Mahindra Prime Limited at the time of calculation holds Debentures representing not less than

25% of the face value of the Debentures outstanding at such time. In the event of occurrence of

default as mentioned in the Debenture Trustee Agreement, Mortgage Deed, Guarantee

Agreement and any other documents executed/to be executed for the Debentures, the Debenture

Trustee shall act in consultation and as per the decision of the Managing Debenture Holder only,

till the default is cured or each Debenture is redeemed in full.

Any purchaser or Investor shall not presume, assume or understand any support, responsibility or

liability for any matter relating to the Debentures because of Kotak Mahindra Prime Limited

having been nominated to act as Managing Debenture Holder. The Managing Debenture Holder

shall not be liable or responsible in any way, at any time, to any person for any decision taken or

not taken, adoption of any method in respect of the Debentures and default therein, as Managing Debenture Holders and it shall decide all the matters and actions for the equal proportionate

benefits of all the Debenture Holders. However, at any time, the Managing Debenture Holder shall be entitled to stop acting as Managing Debenture Holder after giving written information to

the Debenture Trustee or if Majority Debenture Holders decide that the Managing Debenture

Holder shall cease to take any decision and consult with the Debenture Trustee in the capacity of

Managing Debenture Holder, such decision taken by the Majority Debenture Holders shall be

binding on the Managing Debenture Holder.

While purchasing the Debentures before listing, the purchaser/Investors shall be required to

provide Letter of Confirmation for the appointment and continuation of the Managing Debenture

Holder. However, at any time the Majority Debenture Holders can cancel the authority/nomination

of Kotak Mahindra Prime Limited as Managing Debenture Holder.

15.6 Security Trustee

The Company has appointed IL&FS Trust Company Limited as Security Trustee for creating charge on the Mortgaged Property offered as security for the benefit of Debenture Holders

through Debenture Trustee and other lenders for Acceding Facilities.

15.7 Record Date/Specified Date

The "Record Date" for the Debentures shall be 5 days prior to each Coupon Payment Date and/

or principal repayment date.

The "Specified Date" for ascertaining the eligibility of the Debenture Holders for prepayment out

of Repayment Escrow Account shall be 5 (Five) days prior to the last day of each month.

Interest and/or principal repayment shall be made to the registered Debenture Holders recorded in the books of the Issuer/R&T Agent and in the case of joint holders, to the one whose name

stands first in the Register of Debenture Holders maintained by the Issuer/R&T Agent. In case of those Debentures for which the beneficial owner or bank account details is not identified by the

Depository as on the Record Date/Specified Date, the Company would keep in abeyance the

payment of Coupon/principal amount or other benefits, till such time that the beneficial

"B"t'~S&NIi9~~t:J ...~~ :: MUMBAf ~ ~ ....., '26' .~v

*


owner/bank account details is identified by the Depository and conveyed to the Company,

whereupon the Coupon/principal amount or benefits will be paid to the beneficiaries, as identified, within a period of 5 (Five) days from the date of such notification by the Depository.

15.8 Market Lot

The market lot will be one Debenture ("Market Lot").

15.9 List of Debenture Holders

The Company shall request the Depository to provide a list of Debenture Holders/beneficial owners at the close of business hours on the Record Date/Specified Date. This shall be the list, which shall be considered for payment of Coupon or repayment of principal amount, as the case may be.

15.10 Interest on Debentures

The Debentures shall carry interest at the rate of Coupon rate till the respective redemption date (subject to deduction of tax at source at the rates prevailing from time to time under the provisions of the Income Tax Act, 1961 ("IT Act") or any other law, or any other statutory modification or reenactment thereof) throughout the tenure of the Debentures and on final redemption thereof. Please see below for the provisions in relation to tax deduction at source.

Interest shall accrue, at the Coupon rate, on the outstanding value of the Debentures from the Date of Allotment and shall be payable on quarterly basis on dates as mentioned in Annexure 2.

Interest shall be calculated based on "Actual/Actual" day count basis.

Wherever the signature(s} of such transferor(s) in the intimation sent to the R&T Agent is/are not in accordance with the specimen signature(s) of such transferor(s) available on the records of the

R&T Agent, all payments of remaining interest on such Debenture(s) will be kept in abeyance by the Issuer till such time the R&T Agent is satisfied in this regard. Payment will be made by way of RTGS/cheques(s)/interest warrant(s)/demand draft(s) which will be dispatched to the Debenture Holder(s) by courier/registered post/hand delivery, in accordance with the eXisting rulesllaws at the sole risk of the Debenture Holder(s), to the sofe holder(s)/first named holder(s) at the address

registered with the R&T Agent. Interest in all cases shall be payable at the applicable Coupon

rate on the amount outstanding on an actual/actual basis, i.e., actual number of days elapsed

divided by the actual number of days in the year and rounded off to the nearest Rupee. All payments of Interest shall be made by cheques(s)/interest warrants/demand drafts(s) payable at Mumbai/credit through the RTGS system. If the due date for payment of Interest falls on a

Sunday or any other holiday or on a non-clearing day, the payment shall be made by the Issuer

on the next working day.

15.11 Tax Implications

Tax implications applicable to the Debenture Holders would depend upon the nature of the Debenture being issued under the Information Memorandum. Debenture Holder(s) are advised to consult their own legal and tax advisors on the legal and tax implication of the acquisition,

ownership and sale of the Debentures and income arising thereon.

15.12 Tax Deduction at Source

Tax as applicable under the IT Act or any other law or any other statutory modification or reenactment thereof will be deducted at source on the Interest payable on the Debentures. Tax exemption certificate/document/form, under Section 197 of the IT Act if any, must be lodged at the Registered Office of the Issuer, at least 15 (Fifteen) days before the relevant Interest payment

becoming due.


15.13 Debentures in Dematerialized Form

The Issuer shall finalize depository arrangements with National Securities Depository Limited

(NSDL) and Central Depository Services Limited (CDSL) for dematerialization of the Debentures.

The Investor has to necessarily hold the Debentures in dematerialized form and deal with the

same as per the provisions of Depositories Act, 1996 (as amended from time to time). The normal procedures followed for transfer of securities held in dematerialized form shall be followed for transfer of these Debentures held in electronic form. Applicants to mention their Depository Participant's name, DP-ID and beneficiary account number/client ID in the appropriate place in the Application Form.

15.14 Impersonation

Any person who:

• makes in a fictitious name, an application to the Issuer for acquiring, or subscribing for any Debentures therein, or

• Otherwise induces the Issuer to allot or register any transferor of Debentures therein to him or any other person in a fictitious name, shall be punishable under the extant laws.

15.15 Transfer of Debentures

The Debentures are being issued only in the dematerialized mode and therefore every eligible applicant should apply only if they have a depository account with any of the depositories. Transfer of Debentures in dematerialized form would be in accordance with the rules/procedures as prescribed by NSDLlCDSL, Depository Participant of the transferor/transferee and any other applicable laws and rules notified in respect thereof.

The normal procedure followed for transfer of securities held in the dematerialized form shall be followed for transfer of the Debentures, issued in terms of the Disclosure Document and held in electronic form.

The transferee(s) should ensure that the transfer formalities are completed prior to the Record

Date/Specified Date. In the absence of the same, Interest/principal amounts will be

paid/redemption. will be made to the person, whose name appears in the records of the Depository. In such cases, claims, if any, by the transferee(s) would need to be settled with the transferor(s) and not with the Company.

The Company is issuing the Debentures only in the dematerialized form and hence there is no

physical holding of the Debentures being issued in terms of the Information Memorandum. The

Company undertakes that it shall use a common form/procedure for transfer of the Debentures

issued under the terms of the Information Memorandum, if at a later stage there is some holding in the physical form due to the Depository giving re-materialisation option to any Investor.

Any Debenture Holder shall be entitled to transfer the Debentures to any Person, except a Restricted Transferee, subject to the terms as provided in the Transaction Documents. However,

subsequent to the listing of the Debentures, the Debentures may be freely transferred to any

Person including a Restricted Transferee

15.16 Assignment

The Issuer shall not assign any of its duties or obligations hereunder without the prior written consent of the Debenture Trustee, which the Debenture Trustee shall be entitled to withhold in its

absolute discretion without assigning any reason whatsoever.

15.17 Payment on Redemption

The Debentures will be redeemed at par at the end of the maturity period unless redeemed prior

thereto as per terms of offer.

Rajes" Estates & Nirman Private limited Private & Confidential Disclosure DocumenUlnformation Memorandum For Private Circulation Only

The Debentures held in the dematerialized form shall be taken as discharged 00 payment of the

redemption amount by the Issuer on maturity to the registered Debenture Holders whose name

appears in the Register of Debenture Holders on the Record Date/Specified Date. Such payment

will be a legal discharge of the liability of the Issuer towards the Debenture Holders. On such payment being made, the Issuer will inform NSDUCDSL and accordingly, the depository account of the Debenture Holders with NSDUCDSL will be debited. Subject to the aforesaid, the Issuer's

liability to the Debenture Holders towards all their rights including for payment or otherwise shall

cease and stand extinguished from the due dates of redemption in all events and the Issuer will

not be liable to pay any interest or compensation from the dates of such redemption. If the due

date for payment of the principal falls on a Sunday or any other holiday or a non-dearing day, the payment shall be made by the Issuer on the next working day.

15.18 Total Borrowings on the Mortgaged Property / Project

(i) Debenture issuance under this Information Memorandum

(ii) Debenture issuance under the information memorandum dated zs" March,2012

(iii) Acceding Facilities for Construction Finance:

The Issuer will be entitled to borrow / raise loans or avail of financial assistance for the purpose of Construction Finance only, in the, following manner against the paripassu charge on Security

properties :

• In case, the Project developed according to approval under Rental Housing Scheme of MMRDA

• Issuer shall be allowed to borrow RS.100 Crares for construction finance on proposed project subject to security cover of 2.00 x. The additional borrowing shall be utilized only

to meet construction & other cost of the proposed project.

• In case construction finance is proposed to be raised, paripassu charge on the proposed property and receivable from the same to be ceded to CF lenders subject to 2.00x cover

being maintained on overall exposure (NCD+Debt) and there is no event of default for the NCD. Total Borrowing (NCD+Debt) not to exceed RS.150 Crores.

• In case, the Project developed according to approvals under Standard FSIITDR (Other than

Rental Housing)

• Issuer shall be allowed to borrow RS.60 Crores for construction finance on proposed

project subject to security cover of 2.00 x. The additional borrowing shall be utilized only

to meet construction & other cost of the proposed project. • In case construction finance is proposed to be raised, paripassu charge on the proposed

property and receivable from the same to be ceded to CF lenders subject to 2.00x cover being maintained on overall exposure (NCD+Debt) and there is no event of default for the NCD. Total Borrowing (NCD+Debt) not to exceed RS.11 0 Crores.

• Borrower may avail Construction Finance from eligible lenders including from Kotak

Mahindra Bank Limited.

15.19 Who can apply?

Persons who are eligible to under the relevant applicable laws/competent to contract as defined

in Indian Contract Act 1872 are eligible to apply/purchase for the Debentures.

15.20 Permanent Account Number (PAN)

All purchasersllnvestors should mention their Permanent Account Number allotted under Income

Tax Act, 1961.


15.21 KYC (Know Your Customer)

The purchaser/Investor should submit the required KYC documents as prescribed by RBI along with the applications forms for transfer. Applications which are not in compliance with the above requirement shall be liable to be rejected.

15.22 How to Apply

Applications for the Debentures must be made in the prescribed form, annexed hereto as Annexure 2, and must be completed in block letters in English. Application Forms fully completed and executed must be accompanied by either a demand draft or cheque, RTGS drawn or made payable in favour of "RAJESH ESTATES & NIRMAN PRIVATE LIMITED - SUBSCRIPTION ESCROW ACCOUNT" with Kotak Mahindra Bank Limited.

15.23 Signatures

Signatures should be made in English or in any of the Indian languages. Thumb impressions must be attested by an authorized official of a scheduled bank or by a MagistratelNotary Public under his/her official seal.

15.24 Nomination Facility

As per Section 109A of the Companies Act, 1956, only individuals purchasing/investing as sole applicant/joint applicant can nominate, in the prescribed manner, a person to whom his Debentures shall vest in the event of his death.

15.25 Succession

In the event of the demise of the sole / first holder of the Debenture(s) or the last survivor, in case of joint holders for the time being, the Issuer will recognize the executor or administrator of the deceased Debenture Holder, or the holder of succession certificate or other legal representative as having title to the Debenture(s). The Issuer shall not be bound to recognize such executor or administrator, unless such executor or administrator obtains probate, wherever it is necessary, or letter of administration or such holder is the holder of succession certificate or other legal representation, as the case may be, from a court in India having jurisdiction over the matter. The Issuer may, in its absolute discretion, where it thinks fit, dispense with production of probate or letter of administration or succession certificate or other legal representation, in order to recognize such holder as being entitled to the Debenture(s) standing in the name of the deceased Debenture Holder on production of sufficient documentary proof or indemnity or on such other

terms and conditions as acceptable to the Issuer. In case the Debentures are held by a person other than an individual, the rights in the Debentures shall vest with the successor acquiring interest therein, including a liquidator or such other person appointed as per the applicable laws.

15.26 Effect of Holidays

Should any of the dates defined above or elsewhere in this Information Memorandum save and except for the Date of Allotment, fall on a Saturday, Sunday or a public holiday, the next working day following shall be considered as the effective date(s).

15.27 Notices

The notices to the Debenture Holder(s) required to be given by the Issuer or the Debenture Trustee shall be deemed to have been given if sent by registered post to the sole f first allottee or sole / first registered holder of the Debentures, as the case may be. All notices to be given by the Debenture Holder(s) shall be sent by registered post to such persons or at such address as may

be notified by the Issuer from time to time. All transfer related documents, tax exemption certificates, intimation for loss of letter of allotment/Debenture(s), etc., requests for issue of duplicate debentures, interest warrants etc. and/or any other notices/correspondence by the Debenture Holder(s) to the Issuer with regard to the Issue should be sent by register ost or by

~~,&NIIi~

:;;a~t.s .... htlODA' ""Ill::t: RlUlY,gr> < <p •.., ~ .....;.p.:6' .~~

*


hand delivery to the Registrar &Transfer Agent, or to such persons at such address as may be notified by the Issuer from time to time.

15.28 Applications under Power of Attorney

Duly authorized agent can apply through Power of Attorney..

15.29 Disclosure Clause

In the event of default in the repayment of the principal and/or Interest thereon on the due dates,

the Investors and/or the regulatory authorities will have an unqualified right to disclose or publish

the name of the Issuer and its directors as defaulter in such manner and through such medium as the Investors and/or the regulatory authorities in their absolute discretion may think fit.

15.30 Debenture Redemption Reserve (DRR)

The Issuer shall maintain Debenture Redemption Reserve as per the requirements under section 117C of the Companies Act, 1956.

15.31 Wherever the term 'Information Memorandum' is used in the Transaction Documents it shall mean and include the information memorandum date 2f!h March, 2012 and this Information Memorandum, collectively unless repugnant to the context thereof or specifically provided otherwise.

15.32 Undertaking by the Issuer

The Issuer undertakes that:

a) The complaints received in respect of the Issue shall be attended to by the Issuer expeditiously and satisfactorily;

b) In the event the Debentures are issued in physical form, it shall use a common form of

transfer for the instrument;

c) It shall forward the details of utilization of the funds raised through the Debentures, duly

certified by the statutory auditors of the Issuer, to the Debenture Trustee at the end of each half year;

d) It shall disclose the complete name and address of the Debenture Trustee in its annual

report;

e) It shall mention the name and details of the Debenture Trustee in all the subsequent

periodical comrnuncations sent to the Debenture Holders;

f) It shall provide a compliance certificate to the Debenture Trustee on behalf of the Debenture Holders(on a half yearly basis) in respect of compliance with the terms and conditions of the issue of Debentures as contained in this Information Memorandum;

g) It shall furnish a confirmation certificate to the Debenture Trustee on behalf of the

Debenture Holders{on a half yearly basis) that the security created by the Issuer in favour

of the Debenture Holders is properly maintained and is as per the term sheet of Debentures

issued; h) It shall comply with the terms and conditions incorporated in the Transaction Documents.

16 DISCOUNT ON THE OFFER PRICE

The Debentures have been offered for cash at par and not at any discount to any Investors.

17 THE DEBT EQUITY RATIO PRIOR TO AND AFTER ISSUE OF THE DEBT SECURITY

Particular Ratio Prior to current issue (as at 315 March 2012) 2.07 Post current issue (as at DD-MM-VYYY) 2.17


17.1 NET WORTH AS ON 31sT MARCH, 2012

Particulars Amount

Share capital 2,01,45,000

Reserve and surplus 18,66,66,638

Quasi equity: Unsecured Loan From Directors 28,32,93,618

Quasi equity: Unsecured Loan from holding Company 70,65,34,563

Net worth 119,66,39,819

17.2 DEBT OF Rs. 248.74cRS AS ON 31sT MARCH, 2012

18 SERVICING BEHAVIOUR OF THE EXISTING DEBTS

The Company is prompt & regular in servicing of the existing debts. Company has been paying interest & principal on due dates on terms loans and debt securities. No default has been committed by the Company in this regard & there are no overdues or defaults on Company's debt

obligations. 19 NAME OF DEBENTURElRUSTEE

IL&FS Trust Company Limited Address: The IL&FS Financial Centre, Plot No C-22, G Block, Bandra Kurla Complex, Bandra

East, Mumbai-400 051, India Tel: +912226593082 Fax: +912226533297 Email: [email protected]

Website: www.itclindia.com

Contact Person: Mr. Amit Joshi

20 RATING RATIONALE ADOPTED BY RATING AGENCIES The Debentures are currently unrated, but shall be rated before listing.

21 LISTING OF DEBENTURES

Subject to the Applicable Law, the Debentures may be listed on WDM segment of BSE within a period of 90(Ninety) Business Days from the Date of Allotment. At the time of listing, this Information Memorandum may be suitably changed as required under the rules and applicable

laws, without changing any commercial terms.

22 TERMSHEET Term sheet is enclosed herewith as Annexure 1.

DECLARATION

The Issuer confirms that this Information Memorandum does not omit disclosure of any material fact which may make the statements made therein, in light of the circumstances under which they are made,

misleading. The Information Memorandum also does not contain any false or misleading statement.

The Issuer accepts no responsibility for the statement made otherwise than in the Information Memorandum or in any other material issued by or at the instance of the Issuer and that anyone placing

reliance on any other source of information would be doing so at his own risk.

Signed by Mr. Rajesh Patel, Director of the Issuer, pursuant to the authority granted by the Board of

Directors of the Issuer in their meeting held on March 23, 2012.

tates & NirmanPrivate Limited

CERTifIED TRUE COpy ___~..:....-- ~RAJESH,ESTATES&HIRMAN PVT LTD

Dlntttor


ANNEXURE 1: TERMS OF OFFER

Term Sheet of 12 Debentures of Rs. 1,00,00,0001- (Rupees One Crore) each; issued at par aggregating to Rs. 12,00,00,000/- (Rupees Twelve Crores)

Issuer Rajesh Estates & Nirman Private Limited Advisor Kotak Mahindra Bank Limited

Investor Kotak Mahindra Prime Limited & Others

Instrument Secured Redeemable Non-Convertible Debentures (DebenturesfNCDs) Issuance form In dematerialized form

Mode of Issue Private placement to the subscribers not exceeding 30 Credit Rating To be rated bv [60 days from the earlier date of allotment] Listing SUbject to the requisite approvals being obtained as per the Applicable

Law, Debentures shall be listed by [90 days from the earlier date of allotment].

Purpose General Business Purpose

Issue Size Upt012 NCDs of INR 1,00,00,000/ each aggregating up to INR 12,00,OO,OOOI-(Rupees Twelve Crores)

Face Value INR 1,00,00,000/- per Debenture

Issue Price At par INR 1,00,00,0001- per Debenture

Redemption Price At par INR 1,00,00,0001- per Debenture

Date of Maturity so" March, 2015

Coupon 17.75% p.a. payable quarterly. In case the allotment of NCDs is made in between any month, the Issuer shall be entitled to pay interest for the balance days of such month and then the calculation shall be done on quarterly basis.

Coupon Payment Quarterly, on actual/actual basis

frequency

Put Option with buyer NIL

Call option with • The Issuer company shall have right to redeem the NCDs post 12

issuer months from the date of allotment by giving 15 days' notice and paying an additional premium of 2 % of the amount redeemed if such redemption is made either out of its own share or out of its fixed portion under Receivable Escrow Account. It is hereby clarified that in

case the prepayment is made out of Repayment Escrow Account out of the fixed portion attributable to the Debenture Holders, this premium

of 2% shall not be applicable

• Amount of Debentures to be redeemed shalll not be less than INR 7 Lakh per Debenture. The amount of Debenture so redeemed shall be adjusted on First in First out ("FIFO") basis on subsequent instalments falling due on monthly basis.

Security Security to be created in favor of Security Trustee to secure NCDs:

• Registered mortgage of non-agricultural, free hold land (or

development rights on such land) admeasuring 24115.39sq.mtrs&

building constructedlto be constructed lying and being at village Chittalsar- Manpada Thane i.e. Mortgaged Property

• Security Cover of 2.00 times to be maintained on the total

outstanding Mortgage Debt.

• Charge and escrow of receivables from the Mortgaged Property 1

Project

Additional Borrowing • In case, the Mortgaged Property 1 Project is developed according to

and Total Borrowing approval under Rental Housing Scheme of MMRDA

on Mortgaged • Issuer shall be allowed to raise an Acceding Facility of up to

Property I Project RS.1 00,00,00,000 for construction finance on proposed Project subject to Security Cover of 2.00 times being maintained. This Acceding

Facility shall be utilized only to meet construction & other cost of

developing the Mortgaged Property I Project.

• In case such Acceding Facility is proposed to be raised, paripassu

Rajesh Estates & Nirman Private Limited Private & ConfidentialDisclosure Document/Information Memorandum For Private Circulation Only

Exclusive Security for

Debentures

Redemption I Maturity

Escrow Mechanism

and Mandatory

Prepayment from the

Mortgaged Property I Project

Default I Penal Rate

charge on the Mortgaged Property / Project and Receivabfte from the

lVIortgaged Property to be ceded to such Acceding Lenders subject to

Security Cover of 2.00 times being maintained on outstanding

Mortgage Debt and no Event of Default having occurred. Total Borrowing (Debentures + Acceding Facilities) shall not to exceed Rs.150,OO,OO,OOO.

• In case, the Mortgaged Property / Project developed according to

approvals under standard FSIITDR (other than Rental HousingScheme of MMRDA)

• Issuer shall be allowed to raise an Acceding Facility of up to Rs.

60,OO,00,000(Rupees Sixty Crores) for construction finance on

proposed Project subject to Security Cover of 2.00 times being

maintained. This Acceding Facility shall be utilized only to meet

construction & other cost of developing the Mortgaged Property / Project.

• In case such Acceding Facility is proposed to be raised, paripassu charge on the Mortgaged Property / Project and Receivable from the

Mortaaged Property to be ceded to such Acceding Lenders subject to Security Cover of 2.00 times being maintained on outstanding

Mortgage Debt and no Event of Default having occurred. Total

Borrowing (Debentures + Acceding Facilities) shall not to exceed

RS.11 0,00,00,000 (Rupees One Hundred and Ten Crores).

• Borrower may avail Construction Finance from eligible lenders including from Kotak Mahindra Bank Limited.

• Personal Guarantee of Promoters Mr. Rajesh Patel & Mr. Harish

Patel in favour of Debenture Trustee.

• Corporate Guarantee of Rajesh Construction Company Private Limited in favour of Debenture Trustee.

Redemption of the Debentures would be at par in 7 equal quarterly installments

as per the following schedule:

• on so" Sep. 2013:Rs.14.28 Lakhs per Debenture

• on so" Dec 2013: Rs. 14.28 Lakhs per Debenture • on so" March, 2014: Rs. 14.28 Lakhs per Debenture

• on so" June 2014: Rs. 14.28 Lakhs per Debenture

• on so" Sep 2014: Rs. 14.28 Lakhs per Debenture

• on so" Dec 2014: Rs. 14.28 Lakhs per Debenture • on so" March 2015: Rs. 14.32 Lakhs per Debenture

Undated cheques- After subscription , the Issuer shall provide undated

cheque of favouring Debenture Trustee towards repayment of entire outstanding amounts due towards the Debentures As per the Receivable and Repayment Escrow Agreement

Any amount unpaid on due date would attract interest @ 3.00 % per

month compounded monthly.

Condition Precedent • Legal & Technical clearance of the Mortgaged Propertylies/ Project

to release of offered as security

Subscription money • Execution of Transaction Documents • Charge/Security to be created on the Mortgaged Property / Project in

favour of Security trustee

NCO subscription SUbscription Amount shall be deposited in the Subscription Escrow escrow account Account with Kotak Mahindra Bank Limited under control of Debenture

Trustee and Escrow Agent

Proposed Mortgaged On the land (or development rights on such land) admeasuring 24,115.39 Property I Project sq.mtrs & building constructed/to be constructed lying and being at Village


Chittalsar- l\t1anpada Thane

Settlement Details Payment of interest and principal will be made by way of cheque(s)/ (Payment procedure) interest warrant(s)/ demand draft(s)/credit through RTGS/NEFT system.

Governing Law Indian Law

Security Trustee IL&FS Trust Company Limited

Debenture Trustee IL&FS Trust Company Limited

Escrow Agent IL&FS Trust Company Limited

Designated bank Kotak Mahindra Bank Limited

Depository National Securities Depository Limited and Central Depository Services (India) Limited

NOe for the Sale of Any sale/lease/license of the flats, units and/or apartments comprised in any unit from the Mortgaged Property or release of any such flats, units and/or

proposed project on apartment from the charge and mortgage created / to be created in favour

Mortgaged Property of the Security Trustee shall be with the prior written consent of the

Security Trustee. It is hereby clarified that SUbject to continuous Security

Cover and non-occurrence of an Event of Default, the Security Trustee shall not withhold such NOC unreasonably. In the event that the Security Trustee fails to provide the NOC within the period specified above, it shall, within 3 days, specify in writing to the Company, the reasons for not issuing the NOC. Such NOC, as mentioned in this paragraph above, shall also contain the minimum mandatory conditions as agreed under the security documents. Until all the considerations of such unit are deposited into the Receivables Escrow Account, the charge of Security Trustee shall continue and upon deposit of all the considerations of such unit, the charge on such unit shall be treated as released. Further the Security Trustee as and when requested shall execute and register the Deed of

ReleaselRe-conveyance in respect of such unit, at the cost of the

Company. The NOC shall be in the format as specified in the security

documents.

Kotak Participation Kotak Mahindra Prime Limited, or any of affiliates, will subscribe to 25 Debentures upfront. Kotak Mahindra Prime Limited, or any of affiliates will hold at least 25 % of total outstanding Debentures till maturity

Rajesh Estates & Nirman Private Limited Disclosure Document/Information Memorandum

Private & Confidential For Private Circulation Only

ANNEXURE 2: APPLICATION FORM

Application form

APPLICATION FORM for Non-Convertible Debentures (NCDs) of Rajesh Estates and Nirman Private Limited

Registered Office: 139, Seksaria Chambers, 2nd floor, Nagindas Master Road, Fort, Mumbai Date: _

To

The Board of Directors

Rajesh Estates and Nirman Private Limited

Dear Sirs,

Having read and understood the contents of the Information Memorandum, Debenture Trust Agreement, Mortgage Deed and all other Transaction Documents made in respect of the NCDs and by making this application, we represent, warrant and agree that we have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of the prospective investment

in the NCDs and that we understand the risks involved in making an investment in the NCDs. We further

represent that in making our investment decision, we have relied only on the information contained in the

Information Memorandum and not on any other information obtained by us from the Company or any other source, including publicly available information. We satisfy any and all relevant suitability standards for investors in the NCDs, have the ability to bear the economic risk of our investment in the NCDs, have adequate means of providing for our current and contingent needs, have no need for liquidity with respect to our investment in the NCDs and are able to sustain a complete loss of our investment in the NCDs.

By making this application, we confirm to the representations, warranties, agreements and acknowledgements set out in the Information Memorandum and agree to abide by the Information

Memorandum and the terms, conditions and agreements contained in the Transaction Documents. We hereby confirm that we are not a person resident in India, as defined under the Foreign Exchange Management Act, 1999, as amended, and are eligible to invest in the NCDs under applicable law, and have not been prohibited by the SEBI from buying, selling or dealing in securities. l!We bind ourselves to

the provisions mentioned above as well as in the Information Memorandum and the Transaction

Documents and hereby apply for allotment of NCDs. The amount payable on application as shown below

is remitted herewith. On allotment, please place my/our name(s) on the register of Debenture Holders.

Capitalised terms used but not defined herein shall have the meanings ascribed to them in the Information Memorandum.

NCDs applied for (in figures)

No. of Debentures (in words)

Face Value/each Debenture

Issue Price/each Debenture

Amount (INR) in figures

Amount (INR ) in words

Coupon rate 17.75% per annum

Coupon Payment Dates so" June 2012, so" Sep 2012, 30th Dec 2012, so" March 2013, so" June 2013, so" Sep 2013, so" Dec

2013, 30th March 2014, so" June 2014, so" Sep 2014, 30thDec 2014 & 30th March 2015

Maturity Date so" March 2015