Privgte and Confidential -for private circulation only COR~ Space… · Debenture Trust The registered Debenture Trust to be executed between the Debenture Trustee and the Deed Company

Privgte and Confidential - for private circulation only

COR~ Driven by integrity

INFORMATION MEMORANDUM GC'.orp Sp-3ces Private Limited

Serial No. ____ _ Addres$ed to:

(A private lrm1ted company under the Companies Act, 1956 and limited by shares) Data of Incorporation: March 13. 2012

RP.gistered Office'" GCorp Spaces Private\ Limited, # 21/19, Craig PRr]C' Layout, OFF.M G Road, Bangalore· 560 001.

Telephone No:OS0-253~315: Fax: 080-25320'316 Contact Person: Mr. Muninder Seeru

Email: [email protected]

lnue of 500 (Five Hundred) fully pald secured, redeemable, rated, lltted non~onwritbfe debenture• of face value of Ra. 10,00,000/· (Rupees Ten lekht Onty) each, aggregatlnq up to Rt. 50,00,00,000(Rupees Fifty ClOfftonfy), on a privata placement basis (the "leaue") in the Financial Year2014-15

Background

This lr.formati0n Memoraridum is related to the Deb'9ntures to be issued by GCorp Sp?.r,es Pr!vate Umited(the 'fstuer" or ·company") on a private placement basis and contains relevant information and disclosuresrequired far the purpose of is.sue of the fully paid secured, redeemable, rated, listed non-convertibledebentures. The issue of ttie Debentures <lescritied under this Information ~~emcrandum ha.c; ooen authori!~ec1 by the ls..~1P.I( thfi:wJgh a resolution passed by the shareholders of the fssuer on March 16, 2014arrd board of directors of the Issuer on May20, 2014, in accordance wilh Iha provisions of the Companies Act. 2013, and the Memorandum and Articles of Association of the Company. The present Issue in terms of this Information Memorandum is wilhin lhll overall powers of the Board as per the above shareholder resolution.

This lnformatjon Memflrandum has bflP.n preiparnd in r:nnformity with the lhe Seo.rritie~ and Exche1n9A Ro;:ird of India (Issue and Listing of Debt Securifes} Regulations, 2008 issued by SEBI, and Securities and fachange Boasd of lnd:a (Issue and Listing of Debt Securities) (Amendments) Regulations. 2012 issued by SEBI, as amended from time to time.

General Rieb

As the 1!=-~Ue is being ITl"lde 0n a priv<1t~ rlilrRmel'I! ba.~$_, !his lnforma!irm ""4emornndum has not been sutimitted ta or cleared by SHL The Issue has not been recommended or approved by SEBI, nor does SEBI guarantee the accuracy or adequacy of this Information Memorandum. Investment in debt and debt related securities involve a degree of risk and !nvE1stors should not invest MY funds in debt instruments unless they can afford to take the tisk att~hed lo such investments. Investors are attiised to take an infOfmed decision and to read the risk factors carefully be!ore investing in this offering. Fot tafling an investment decision, investors must rely on their examination of lhe lsst.e including the risks involved in it.

G: Corp Spaces Pvt. l:td.

Registered Office: 21/19, Craig Park L.uvout, Off M.G.Road, S.n11alore- 560 001 CIN: U4S200KA2012f7T'C062993 Tel/ Fax: 080 25l20J1S / 16 E:mall [email protected]:www.scorpgroup.com

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Issuer's absolute responsibility

The Issuer, having made all reasonable inquiries, 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 this Information Memorandum is true and correct in all material respects and is not misleading in any material respect, that the opinionu and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Information Memorandum as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

Credit Rating

The Debentures proposed to be issued by the Issuer have been rated by Brickworks Ratings India Pvt. ltd. (the "Rating Agency"). The Rating Agency has vide its letter dated April 3, 2014 and rating revalidation letter dated May 23, 2014 assigned a rating of BWR B in respect of the Debentures. Instruments with this rating are considered to have high risk of default regarding timely servicing of financial obligations. 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 I of this Information Memorandum for the letter dated April 3, 2014 from the Rating Agency assigning the credit rating abovementioned.

Issue Schedule Issue Opens on: May 29, 2014 Issue Closing on: May 30, 2014

Deemed Date of Allotment: May 30, 2014

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 qpen for subscription during the banking hours on each day during the period covered by the Issue Schedule. t

The Debentures are proposed to be listed on the wholesale debt market of the BSE Limited (''BSE").

Registrar and Transfer Agent Integrated Enterprises (India)

Limited

30, Ramana Residency, 4th Cross, Sampige Road

Malleswaram, Bangalore - 560 003 Tele +918023460815 to 818

Website: WWw.integratedindia.in Contact Person: S. Vijayagopal

Email: [email protected]

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Debenture Trustee Axis Trustee Services Limited

Axis House, 2nd Floor, Wadia International Centre, Pandurang Budhkar Marg,

Worli, Mumbai-400 025 Tele: +91 22 24255215116 Fax: +91 022-24254200

Email: [email protected] Website: www.axistrustee.com

Contact person: Makarand Kulkarni Email: [email protected]

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TABLE OF CONTENTS

SECTION I: DErJNITIONS AND AOOllCVIATIUNS

SECTION 2: NOTICC TO INVESTORS AND DISCLAIMERS

SECTION 3: RISK FACTORS

SECTION 4: REGULATORY DISCLOSURES

SECT.ON 5: TRANSACTION DOCUMENTS AND KEY TERMS

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SECTION G: UTl-U::ll INFORMATION AND APPLICATION PROCESS 36

SECTION 7: DECLARATION 45

ANNEXURE I: LE'ITER rROM CREDIT RATING AGENCY 46

ANNEXURE II: CONSENT LEITCR FROM THE DEBENTURE TRUSTEE 47

J\NNEXURE Ill: APPLICATION PORM 48

ANNEXURE IV: LAST AUDITED FINANCIAL STATEMENTS AND LIMITED REVIEW REPORT 51

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SECTION 1: DEFINITIONS AND ABBREVIATIONS

Unless the context otherwise indicates or requires. the following terms shall have the meanings given below in this ln1ormalion Memorandum.

Act The Companies Act. 2013 with respect to the notified provisions therein, otherwise the Companies Act, 1956, as amended from time to time and shall include any statutory reolacement or re-enactment thereof.

Allot/ Allotment/ Unless the context otherwise requires or implies, the allotment of the Debentures Allotted pursuant to this Issue Applicable Law Any statute. law, regulatlon, ordinance. rvle. judgment, notification, rule of comroon 1aw,

order, decree, bye-law, government approval, directive, guideline. requirement or other governmental restriction, or any s:milar form of decision of, or determination by. or any interpretation, policy or administration, having the force of law of any cl lhe foregoing, by any Governmental Authority having jurisdiction over the matter in question, whether in effect as of the Deemed Date of Allotment or thereafter.

Appl.cation Form The form used by the recipient of this Information Memorandlim, to apply for subscription to the Debentuies, which is annexed to this lnformat10n Memorandum and marked as Annexure Ill ·-

Board/ Board of The Board of Directors of the Issuer Directors BSE . Bombay Stock Exchange Business Day I A day, other than a Saturday, Si..oday or any public holiday, on which the principal Working Day commercial banks located in Bengalun.J, India are open for busines.s during normal

banking hours Debenturas/ NCDs 500 (Five Hundred) fully paid secured, redeemable, rated, listed, non-convertible

debentures each having a face value of Rs. 10,00,000/- (Rupees Ten Lakhs only), of the aaaregate face value of Rs. 50,00,00,000 (Ruoees Seventy Five Crores onM.

Debenture Holders The holders ot the Debentures issued by the l~suer and shall also include any of their /Investors successors and assigns from time to time, whose names are listed in the list of ~neficial

owneis as prepared, held and issued by the Depository Deemed Date of May 30, 2014 Allotment Debenture Trustee Axis Trustee Services limited

Debenture TrJstee The agreement to be executed oetween the Issuer and the Debenture Trustee confiiming Agreement the appointment of the latter as the Debenture Tn.Jstee to the Issue, as more particularly

described in 5.1A uooer Section 6 herein.

Debenture Trust The registered Debenture Trust to be executed between the Debenture Trustee and the Deed Company for the purposes of setting out the terms Jpon which the Debentures are being

issued and the roles and responsibilities of !he Debenture Trustee to act as debenture trustee in connection with the Issue of the Debentures.

Depositories Act The Depositories Act, 1996, as amended from time to time

Depository A Depository registered with SEBI under the SEBI (Depositories and Participants) Regulations, 1996, as amended from time to time

Depository A depository participant as defined under the Depositories Act Partic1oant I DP Director(s) Director(s) of Ille Issuer

DPID Depository Participant Identification Number.

Due Date Any date on which the holders of the Debentures are entitled to any payments. IM'l.ether on maturity or upon exercise by the Company of the call option to redeem the Debentures

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prior to the scheduled Maturity Date Early Redemption/ The right of the Company to prepay the Debentures in such instalments as it may deem Call Option fit, by giving a notice in writing to the Debenture Trustee at least 15 (Fifteen) days prior to

the date on which the Company oroposes to prepay in the manner aforesaid ECS Electronic Clearing Service EFT Electronic Fund Transfer

Financial Quarter The respective time periods in a particular calendar year (i) beginning on April 1 and ending on June 30; {ii) beginning on July 1 and ending on September 30; (iii) beginning on October 1 and ending on December 31; and {iv) beginning on January 1 and ending on March 31

Financial Year/ FY Twel11e months period commencing from April 1 of a particular calendar year and ending on March 31 of the subsequent calendar year

Financial In relation to any entity, includes any obligation (whether incurred as principal or surety) Indebtedness for the payment or repayment of money, whether present or future, actual or contingent,

including but not limited to any amount raised under any other transaction (including any forward sale or purchase agreement, any amount raised under any acceptance credit, bill acceptance or bill endorsement facility, any amount raised pursuant to any note purchase facility or receivables sold or discounted (other than any receivables to the extent they are sold 011 a non-recourse basis) having the commercial effect of a borrowing, obligaoon

• under or in relation to any put option or shortfall undertaking, any derivative transaction entered into for the purposes of hedging any fluctuation in any rate or price (and, when calculating the value of that derivatiw transaction, only the marked to market value shall be taken into account), any counter-indemnity obligation in respect of a guarantee, standby or documentary letter of credit or any other instrument issued by a bank or financial institution or any liability in respect of any guarantee (without double countini:1).

FSI Floor Space Index GAAP Generally Accepted Accounting Principles Information This document which sets out the information regarding the Debentures being isyued on Memorandum a private Dfacement basis Issue Private placement of the Debentures Issue Obiects Shafi have the meaning assigned to It in Clause 4.20 below under Section 4 herein. Issue Ooenin~ Date May 29, 2014 Issue Closing Date May 30, 2014 Issuer/ Comoany GCoro Soaces Private Limited Material Adverse An event, that has a material adverse effect or material impact on events, including but Effect not limited to:

(a) the validity or e.1~orceability of any of the Transaction Documents, the validity or enforceability of the transaction contemplated there under, or of the rights or remedies of the Debenture Holders; or

(b) the Security Interest: or (c) the ability of the Company to perform its obligations under any of the

Transaction Documents Maturitv Date Up ta 96 (ninety six} months from the Deemed Date of Allotment Moratorium Period Shall mean a period of 34 (thirty four) months and 11 (eleven) days from the Deemed

Date of Allotment i.e. tiO April 10, 2017, during which no payment shall be required to be made in relation to the coupon on the Debentures, though accrued; though the Company may. at its discretion, make payment of the coupon even during the Moratorium Period. in accordance with Clause 5.9 below.

Mortgagor(s) The Company

Mortgaged Property The Property identified in Clause 5.6C(i) under Section 5 herein.

N.A Not Aoolicable. NSDL National Securities Depository Limited.

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Ordinary Resolution Means a resolution passed by the Debenture Holders (whether at a meeting of the Debenture Holders or by way of a cimular resolution) with approval of such number of Debenture Holders whose participation or share in the Principal Amount(s) outstanding with respect to the Debentures aggregate to more than 50% (Fifty Pement) of the value of the nominal amount of the Debentures for the time beina outstandina.

NOC No Obiection Certificate PAN Permanent Account Number Pay-in Date The date on which the Debenture Holders shall make payment for subscription to the

Debentures, as set out in Clause 4.20 under Section 4 herein. Project Construction and development of residential and/ or retail units on each of the Property

Property All that piece and parcel of land situate at Koramangala, Bengaluru, the description in relation to which is more particularly set out in Clause 4.4A below below.

Principal Amount Principal value of the Debentures being Rs. 50,00,00,000 (Rupees Fifty Crores only).

Project Receivables 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) in relation to the Project, and which are due owing/ payable/ belonging to the Mortgagors in relation to the Project, or which may at any time hereafter during the continuance of the Security Interest become due, owing, payable or belonging to the Mortgagors in respect of all sold

. as well as unsold and/ or leased / licensed flats/ shops/ units/ apartments constructed or to be constructed on the Mortgaged Property and forming a part of the Project, including without limitation all the proceeds and considerations due, whether now or at any time hereafter during the continuance of the Security Interest, to the Mortgagors pursuant to the marketing of the said flats/ units/ apartments and shall include the sale, consideration, deposits/ premium, lease rentals, business centre, charges, leave and license fees, rent, outstandings and claims in respect thereof, and shall also include proceeds of insurance with respect to the Project (or any part thereon payable to or received by the Mortgagors under any claim arising out of any insurance policy in effect and held by or for thy benefit of the Mortgagors, but shall not, for the avoidance of doubt, include any pass through expenses incurred by the Issuer which are being recovered from the purchasers of the units, including but not limited to value added tax, stamp duty, security deposit and any other amounts oavable to the Government in resoect of the Prooertv or the Proiect.

RBI Reserve Bank of India Ratin!l Agency Brickworks Ratings India Pvt. Ltd. Redemption Date The date/son which the redemption of the Debentures, whether in part or full, as per this

Information Memorandum and Transaction Documents, falls due. Record Data The date which will be used for determining the Debenture Holders who shall be entitled

to receive the amounts due on any Redemption Date/ Early Redemption Date and/or any date of which any coupon is due for payment in respect of the Debentures, which shall be the date falling 15 days prior to the Redemption Date/ Early Redemption Date, as aoolicable.

Registrar and Integrated Services (India) Limited Transfer Aqent ROC Registrar of Companies Rs./INR Indian National Ruoee RTGS Real Time Gross Settlement SBI Base Rate The base rate of interest charged by the State Bank of India, as specified from time to

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

Board of India Act, 1992 {as amended from time to time). SEBI Debt Listing The Securities and Exchange Board of India (Issue and Listing of Debt Securities} Regulations Regulation, 2008 issued by SEBI, and Securities and Exchange Board of India (Issue and ' . Ustino of Debt Securities) (Amendments) Reoulation, 2012 issued bv SEBI, as amended . ,,, '·

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from time to time. --

Special Resolution Means a resolution passed by the Debenture Holders (whether at a meeting of the Debenture Holders or by way of a circular resolution) with approval of such number of Debenture Holders whose participation or share in the Principal Amount(s} outstanding with respect to the Debentures at the relevant time aggregate to more than 75% (Seventy Five Per cent) of the value of the nominal amount of the Debentures for the time being outstand ino.

Security Interest (a) Subject to the provisions of Clause 5.60 herein, first ranking mortgage and charge on the Mortgaged Property and the Project Receivables arising therefrom; and

(b) Such other security as may be provided to the Debenture Trustee in compliance of the Transaction Documents.

The Security Interest shall be perfected within a period of 90 (ninety) days from the Deemed Date of Allotment.

Series I Debentures Shall mean 750 (Seven Hundred and Fifty) secured, redeemable, non-convertible debentures bearing face value of Rs. 10,00,000 (Rupees Ten Lakhs only) each issued and allotted at par to certain identified investors on a private placement basis on April 11, 2014 and listed on the WOM segment of the BSE. -

Share Shares of the Company, whether equity or preference Subscription The amounts infused or subscribed by the Debenture Holders towards subscription and Amount • allotment of the Debentures. TDS Tax Deducted at Source Transaction The documents executed or to be executed in relation to the issuance of the Debentures, Documents in this case being, (i) this Information Memorandum, (ii) the Debenture Trustee

Agreement, (iii) lhe Debenture Trust ~ed and (iv) the Memorandum of Entry reftecting the creation of the equitable mortQaQe in resoect of the Mortgaged Property.

WDM Wholesale Debt Market

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SECTION 2: NOTICE TO INVESTORS AND DISCLAIMERS

2.1 ISSUER'S DISCLAIMER

This Information Memorandum is neither a prospectus nor a statement in lieu of a prospectus and should not be construed to be a prospectus or a statement in lieu of a prospectus under the Act. This Issue of the Debentures to be listed on the WDM segment of the BSE is being made strictly on a private ?acement basis. Multipfe copies hereof given lo the same entity shall be deemed to be given to the same person and shall be treated as such. This Information Memorandum does not constitute and shall not be deemed to constitute an offer or invitation to subscribe to the Debentures to the public in general. Apart from this Information Memorandum, no offer document or prospectus has been prepared in connection with the offering of this Issue or in relation to the Issuer nor is such a prospectus required to be registered under the applicable laws. Accordingly, this information memorandum has neither been delivered for registration nor is it intended to be registered.

As per the applicable provisions, it is not necessary for a copy of this Information Memorandum to be filed or submitted to the SEBI for its review and/or approval. Further, since the Issuer is a private limited company and the Issue is being made on a private placement basis, the provision of Section 26 of the Companies Act, 2013 shall not be applicable and accordingly, a copy of this Information IYiemorandum has not been filed with the ROC.

This Information Memorandum has been prepared in conformity with the SEBI Debt Listing Regulations. This Information Memorandum has been prepared solely to provide generel information about the Issuer to eligible investors to whom it is addressed and who, being permitted pursuant to the provisions of ltlis Information Memorandum, are willing and eligible to subscribe to the Debentures. This Information Memorandum does not purport to contain all the information that any eligible investor may require. Further, this Information IYiemorandum has been prepared for infonnational purposes retating to this transaction only and upon the express understanding that it will be used only for the purposes set forth herein.

Neither this Information Memorandum nor any other information supplied in connection with the Oebeyitures is intended to provide the basis of any credit or other evaluation and any recipient of this lnforma!Kln Memorandum should not consider such receipt as a recommendation to subscribe to any Debentures. Each Investor contemplating subscription to any Debentures should make its own independent investigation of the financial condition and affairs of the Issuer, and its own appraisal of the creditworthiness of the Issuer. Potential investors should consult their own financial, legal, tax and other professional advisors as to the risks and investment considerations arising from an investment in the Debentures and should possess the appropriate resources to analyse such investment and lhe suitability of such investment to such ln11estors particular circumstances. It is the resJXlnsibility of potential investors to also ensure that they will sell these debentures in strict accordance with the provisions of applicable law such that the safe does not constitute an offer to the public within the meaning of the Companies Act, 1956/ Companies Act, 2013.

The Issuer confirms that, as of the date hereof, this tnrormation Memorandum (including the dOcuments incorporated by reference herein, if any) contains all the information that is material in the context of the Issue and regulatory requirements in relation to the Issue and is accurate in all such material respects. No person has been authorized to give a11y information or to make any representation not contained or incorporated by referance in this Information Memorandum or in any material made available by the Issuer to any potential Investor pursuant hereto and, if given or made, such information or representation must not be relied upon as having being authorized by the Issuer. The Issuer certifies that the disclosures made in this Information Memorandum are adequate and in conformity with the SEBI Debt Listing Regulations. Furthe<, the Issuer accepts no responsibility for statements made otheiw1se than in the Information Memorandum or any other material issued by or at the instance of the Issuer and anyone placing reliance on any source of information other than lflis Information Memorandum would be doing so at its own risk.


applicable to them for investing in this Issue. The contents of this Information Memorandum are intended to be used only by those Investors to whom it is distributed. ft is not intended for distribution to any other person and should not be reproduced by the recipient.

No invitation is being made to any persons other than those to whom Application Forms along with this lnk>rmation Memorandum being issued have been sent. Any application by a person to whom the lnfonnation Memorandum has not been sent by the Issuer shall be rejected without assigning any reason.

The persoo who is in receipt of this Information Memorandum shall not reproduce or distribute in whole or part or make any announcement in public or to a third party regarding the contents hereof without the consent of the Issuer. The recipient agrees to keep confidential all information provided (or made available hereafter), including, without limitation. the existence and terms of the Issue, any specific pricing information related to the Issue or the amount or tenns of any fees payable to us or other parties in connection with the Issue. This Information Memorandum may not be photocopied, reproduced, or distributed to others at any lime without the poor written consent of the Issuer. Upon reQuest. the recipients will promptly return all material received from the Issuer (i11eluding this Information Memorandum) without retaining any copies hereof. If any recipient of this Information Memorandum decides not to participate in the Issue, that recipient must promptly retum this Information Memorandum and all reproductions whether in whole or in part and any other information statement, notice, opiniori, memorandum, expression or forecast made or supplied at any time in relation thereto or received in connection with the Issue to the Issuer.

The contents of this Information Memorandum are intended to be used only by those investors to whom it is distributed. It is not Intended for distribution to any other person and should not be reproduced by the recipient. The peison to whom a copy of this Information Memorandum is sent is alone entitled to apply for the Debentures. No invitation is being made to any persons other than those to whom the application forms along with this Information Memorandum have been sent.

The Issuer does not undertake to update the Information Memorandum to reflect subsequent events after the date of this Information Memorandum and thus it should not be relied upon with respect to such supsequent events without first confirming its accuracy with the Issuer. Neither the delivery of this Information Memorandum nor any sale of Debentures made hereafter shall, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of the Issuer since the date hereof.

This Information Memorandum does not constitute, nor may it be used for or in connection with, an offer or solicitation by anyone in any jurisdiction in which such off er or solicitation is oot authorized or to any person to whorn it is unlawful to ma~e such an offer or solicitation. No action is being taken to pennit an offering of the Debentures or the distribution of this Information Memorandum in any jurisdiction where such action is required. Persons into whose possession this Information Memorandum comes are requirad to inform themselves about and to observe any such restrictions. The Information Memorandum is made available to potential Investors in the Issue on th~ strict understanding that it is confidential.

2.2 DISCLAIMER CLAUSE OF STOCK EXCHANGES

As required, a copy of this Information Memorandum has been filed with the BSE in terms of the SEBI Debt Listing Regulations. It is to be distinctly understood that submission of this Information Memorandum to the BSE should not in any way be deemed or construed to mean that this Information Memorandum has been reviewed, cleared, or approved by the BSE: nor does the BSE in any manner warrant. certify or endor.ie the correctness or completeness of any of the contents of this Information Memorandum, nor does the BSE warrant that the Issuer's Debentures will be listed or will continue to be listed on thP. BSE; nor does the BSE take any responsibility for the soundness of the financial and other conditions cf the Issuer, its promoters, itS management or any scheme or project of the Issuer.

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2.3 DISCLAIMER CLAUSE OF SEBI

As per the provisions of the SEBI Debt Listing Regulations, it is not stipulated that a copy of this Information Memorandum has to be filed with or submitted to the SEBI for its review I approval. It is to be distinctly understood that this Information Memorandum should not in any way be deemed or construed to have been approved or vetted by SEBI 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 Debentures issued thereof is proposed to be made or for the correctness of the statements made or opinions expressed in this Information Memorandum.

2.4 DISCLAIMER OF THE TRUSTEE

The Issuer confirms that all necessary disclosures have been made in the Information Memorandum including but not limited to statutory and other regulatory disclosures. Investors should carefully read and note the contents of the Information Memorandum. Each prospective investor should make its own independent assessment of the merit of the investment in the Debentures and the Issuer. Prospective investors should consult their own financial, legal, tax and other professional advisors as to the risks and investment considerations arising from an investment in the Debentures and should possess the appropriate resources to analyze such investment and suitability of such investment to such investor's particular circumstance. Prospective investors are required to make their own Independent evaluation and judgment before making the investment and are believed to be experienced in investing in debt markets and are able to bear the etonomic risk of investing in such instruments. The Trustees, ipso facto do not have the obligations of a bom>wer or a principal debtor or a guarantor as to the monies paid/invested by investors for the Debentures.

2.5 DISCLAIMER tN RESPECT OF JURISDICTrON

This Issue Is made in India to Investors as specified under the Section titled "Eligible Investors" of this lnfomiatlon Memorandum, who shall be specifically approached by the Issuer. This Information Memorandum does not constitute an offer to sell or an invitation to subscribe to Debentures offered hereby to any gerson to whom it is not specifically addressed. Any disputes arising out of this Issue will be subject to the exclusive jurisdiction of the courts and bibunals in Bengaluru. This Information Memorandum does not constitute an offer to sell or an invitation to subscribe to the Debentures herein, in any other jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction.

2.6 DISCLAIMER IN RESPECT OF RA TING 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 does not, however, guarantee the accur~y. 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.

2.7 ISSUE OF DEBENTURES IN DEMATERIALISED FORM

The Debentures will be issued in dematerialised form. The Issuer has made arrangements with the Depositories for the Issue of the Debentures in dematerialised form. Investors will have to hold the Debentures in dematerialised form as per the provisions of Depositories Act. The Issuer shall take necessary steps to credit the Debentures 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.

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SECTION 3: RISK FACTORS

The following are the risks relating to the Issuer, the Debentures and the market in general envisaged by the management of the Issuer. Potential investors should carefully consider all the risk factors in this Information Memorandum for evaluating the Issuer and its business aid the Debentures before making any investment decision relating to the Debentures. The Issuer believes Chat the factors described below represent the principal risks inherent in investing in the Debentures, but does not represent that the statements below regarding risks of holding the Debentures are exhaustive. The ordering of the risk factors is intended to facilitate ease of reading and reference and does not in any manner indicate the importance of one risk factor over another. Investors should also read the detailed information set out elsewhere in this lnfomlation Memorandum and reach their own views prior to making any investment decision.

Please note that unless specified or quantified in the relevant risk factors, the Company is not in a position to quantify the financial or other implications of any risk mentioned herein below:

1. Repayment of principal or coupon is subject to the credit risk of the Company.

Potential investors should be aware that receipt of the coupon, Principal Amount and any other amounts that may be due in respect of the Debentures is subject to the credit risk of the Company and the potential investors assume the risk that the Issuer may not be able to satisfy their obligations under the Debentures. In the event that bankruptcy proceedings or composition, scheme of arrangement or similar proceedings to avert bankruptcy are itistituted by Of against the Company, the payment of sums due on the Debentures may be substantially reduced or delayed.

2. Debentures ma~ be Illiquid in the secondary market.

The Debentures may be very illiquid and oo secondary market may develop in respect thereof. Even if there is a secondary market for the Debentures, it is not likely to provide significant liquidity. Potential investors may have to hold the Debenture until redemption to realize any value.

3. Credit Risk & Rating Downgrade Risk

The Rating Agency has assigned the credit ratings to the Debentures. In the event of deterioration in the financial health of the Issuer, there is a possibility that the rating agency may downgrade the rating of the Debentures. In such cases, the Issuer may not be in a position to meet its financial commitments in respect of the Debentures.

4. Tax Considerations and Legal Considerations

Special tax considerations and legal considerations may apply to certain types of potential Investors. Potential investors are urged to consult with their own financial, legal, tax and other professional advisors to determine any financial, legal, ta>e and other implications of this investment.

5. Accounting Considerations

Special accounting considerations may apply to certain types of taxpayers. Potential investors are urged to consult with their own accounting advisors to determine implications of this investment.

6. Security maybe lnsufficlentto redeem the Debentures

The Debentures are secured intra alia by the Mortgaged Property defined in Section 1 herein above. The security is a first ranking charge by way of mortgage over of the Mortgaged Propeity, subject to certain conditions contained in Clause 5.60 under Section 5 below. In the event that the Company is unable to meet its payment and other obligations towards potential investors under the terms of the Debentures, the

.. ~~.", :·~~benture Trustee may enforce lhe security created in respect of Security Interest The potential inves~

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Private and Confidential - for private circulation onl)!

recovery in refation to the Debentures will be subject to {i) the market value of the Mortgaged Property, and {ii} finding a willing buyer for the Mortgaged Property at a price sufficient to repay the potential investors' amounts outstanding under the Debentures. In the event that the Issuer avails of working capital facilities from a financial institution, the first charge prasenUy created in favour of the Oebentura Holders may be required to be ceded, in which case the repayment of monies to the Debenture Holders even upon enforcement of the mortgage on the Security Interest is subject to prior repayment of the dues of such financial institution and after payment of all outstandings in relation to the loan availed from such financial instltutkm.

7. Material changes In regulations to which the Company are subject could Impair the Company's ability to meet payments or other obligations.

The Company Is subject generally to changes in Indian law. as well as to Changes in govemment regulations and policies and accounting princi~es. Any changes in the regulatory framework could adversely affect the profitability of the Company or its future financial pertormance. by requiring a restructuring of its activities, increasing costs or otherwise.

8. Legality of Purchase

Potential investors of the Debentures will be responsible for the lawfulness of the acquisition of the Debentures, whether under the laws of the jurisdiction of its incorporation or the jurisdiction in which it operates or for compliance by that potential Investor with any law, regulation or regulatory policy applicable to it.

9. Political and Economic Risk Jn India

The Issuer operates mainly within India <:rld, accordingly, a substantial part of its revenues are derived from the domestic market. As a result, it is highly dependent on prevailing economic conditions in India and its results of operatK>ns are significantly affected by factors influencing the Indian economy. An ~ncertain economic situation, in India and globally, could result in a slowdown in economic growth, investment and consumption. A slowdown in the rate of growth in the Indian economy could result In lower demand for credit and other financial products and services and higher defaults. Any slowdown in the growth or negative growth of sectors where the Issuer has a relatively higher exposure could adversely impact its performance. Any such slowdown could adversely affect its business, prospects, results of operalK>ns and financial condi~on.

10. Property records

Property records in India have not been fully computerized and ara generally maintained manually through physical records of all land related documents, which are also manually updated. This updating process can take a significant amount of time and can result in inaccuracies or errors and increase the difficulty of obtaining property racords and/or materially impact our ability to rely on them.

11. Regu I atory Risk

Real estate projects are exposed to various regulatory changes (including but not limited to FSI approvals, construction linked approvals, approvals from the Ministry of Environments and Forests, project development, height approvals, completion certificates I occupation certificate}.

12. Project Related Risks

The Project carries associated risks and delays which could hamper the cash flows from the Project and thus the ability of the Issuer to meet its servicing obligations.

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Private and Confidential - tor private circulation only

13. Litigations

Litigations, especially property litigations, in India can be uncertain and resolution of the same may take several years and be subject to considerable expenses.

14. Exercise of powers by the Debenture Trustee is subject to equitable principles and supervisory powers of courts.

The exercise by the Debenture Trustee of the powers and remedies conferred on it under the Debentures, and the Transaction Documents, or otherwise vested in it by law, will be subject to general equitable principles, the general supervisory powers and discretion of the Indian courts in the context thereof and the obtaining of any necessary governmental or regulatory consents, approvals, authorisations or orders.

The right of the Debenture Holders to receive payments under the Debentures will be junior to certain tax and other liabilities, including monies due and payable to secured creditors of the Issuer which ha\le seniority in charge in relation to the Mortgaged Property, preferred by law on an insolvency of the Issuer.

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11


FINANCIAL STATEMENTS

The audited financial statements of the Issuer for the Financial Year ended March 31, 2013. Limite<:I Review Half Yearly Standalone Financial Statements as on September 30, 2013 and unaudited provisioos financial statements for the Financial Year ended March 31, 2014 are set out in Annexure IV hereto.

/ /

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Private and Confidantiai - for private circulation only

SECTION4: REGULATORY DISCLOSURES

The Information Memorandum is prepared in accordance wi1h the provisions of 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, as amended from time to time.

4.1 Documents Submitted to the Exchanges

The following documents have been I shall be submitted to the BSE, as apPlicable:

A. Memorandum and articles of association of the Issuer and necessary resolution(s) for the allobnent of the Debentures:

8. Copy of audited annual reports for the last 3 (Three) years; C. Statement containing particulars of, dates of, am parties to all material contracts and agreements: D. Copy of the resolution dated May 20, 2014 passed by the Board authorizing the borrowing and list of

authorized signatories; E. Copies of the necessary resolutions passed by the shareholders of the Company at the extraordinary

general meeting held on March, 18, 2014, in connection with this Issue; F. An undertaking from the Issuer stating that the necessary documents for the creation of the charge,

including the Debenture Trust Deed would be executed within the time frame prescribed in the relevant regulations. acts and rules and the same would be uploaded on the website of the BSE. where the debt securities have been listed, within 5 (Five) working days of execution of the same; and

G. Any other particulars or documents tl1at the recognized stock exchange may call for as it deems fit.

4.2 Documents Submitted to Debenture Trustee

The follOWing documents have been I shall be submitted to the Debenture Trustee, as applicable:

A. Memorandum and articles of association of the Issuer and necessary resolution(s) for the all~bnent of the Debentures;

8. Copy of audited annual reports for the last 3 (Three) years; C. Statement containing particulars of, dates of, and parties to all material contracts and agreements; D. Latest audited I limited review half year1y consolidated (wherever available) and standalone financial

information (profit & loss statement, balance sheet and cash flow statement} and auditor qualifications, if any;

E. An undertaking to the effeci that the Issuer would. until the redemption of the debt securities, submit the details mentioned in point (D) above to the Trustee within the timelines as mentioned in Simplified Listing Agreement issued by SEBI vide circular No. SEBl/IMD/BONOl1/2009/11/05 dated May 11, 2009 as amended from time to time, for furnishing I publishing its half year1y/ annual result. Further, the Issuer shall within 180 (One Hundred and Eighty} days from the end of the financial year, submit a copy of the latest annual report to the Trustee and the Trustee shall be obliged to share the details submitted under th is Section with all Debenture Holders with in 1 O (Ten) working days of their specific request.

4.3 Name and Address of Registered Office of the Issuer

Name: GCorp Spaces Private Limited

Registered Office of Issuer: #21 /19, Craig Park Layout, OFF·M.G. Road, Bangalore - 560 001.

Corporate Office of Issuer: Same as the registered office

Compliance Officer of Issuer: Mr. Muninder Seen.i, Managing Director

13 /

CFO of the Issuer:

Corporate Identification Number:

Phone No.:

Fax No.:

Contact Person;

Website of Issuer:

Auditors of the Issuer: Address:

Trustee to the Issue: Address:

Registrar to the Issue: Address:

Credit Rating Agency of the Issue: Address:

Private and Confidentlal - for private circulation onlv

The Company has not appointed a Chief Financial Officer. Mr. Muninder Seem, Managing Director, attends to matters typically required to be addressed by a Chief Financial Officer

U45200KA2012PTC062993

080 - 25320315

080 - 25320316

Mr. Muninder Seeru

http://www.gcorpgroup.com

Mis Kalyaniwalla & Mistry, Chartered Accountants No.102, Gangadhar Chetty Road, Bangalore - 560042

Axis Trustee Services Limited Axis House, 2nd Fklor, Wadia International Centre, Pandurang Budhkar Marg, Worli. Mumbai-400 025

Integrated Services (India) Lim~ed 30, Ramana Residency, 4th Cross, Sampige Road Malleswaram, Bangalore - 560 003

Brickworks Ratings India Pvt. Ltd. 3rd Floor, Raj Alkaa Pari<, 29/3 ·g 32/2 Kalena Agrahara, Ban~erghatt.a Road, Bengaluru - 560 076

4.4 A brief $Ummary of business I activities of the Issuer and ite line of business

A. Overview

The Company has been incorporated with following main objectives:

i. To carry on the business of developers of real estate and infrastructural facilities and for that purpose to operate, manage, develop, buy, sell, to enter into alliances and other arrangements and deal in all kinds of real property, land buildings, hotels. restaurants, holiday resorts and structures of every description and kind and 'to cany on business as builders, arthitects, surveyors, estate agents, contractors, structural engineers, manufacturers and dealers of building materials of every description and kind and take all such measures including reclamation of land from the sea, development of wastelands and river beds, as may be required for the acquisition, maintenance. operation of and turning to account all such real property. land, buildings, infrastructure, installations or any interest therein; and

ii. To carry on the business through joint development and to provide project and construction management services and to execute turnkey contracts in relation to property development projects including but not limited to condominiums, resorts, commercial complexes and to own, construct. devefop, improve, take on lease <lf to acquire in any other manner, and to hold, manage and operate and to give on lease or sell and deal in any other manner, executive serviced residential centres. serviced apartment hotels, plazas, business centres and commercial and residential complexes and to provide in connection thereto all facilities and services.

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Private and Confidential - forJ!rivate circulation only

The Company is a private limited Company engaged in the business of construction and development of real estate in India, and in furtherance thereof, has acquired of a land parcel in Koramangala, Bengaluru. on which the Company proposes to develop residential units. The details of the property are as follows:

All that piece and parcel of contigLJOUs land in two parcels at Kormangala fanning part of the Remodified residential layout in Sy. Nos. 10 & 11 of Srinivagilu Amantkere at village Segur Hobli. Bangalore south Taluk approved by the Bengaluru Development Authority vide work order no. BOA/ TPMJ PRU 65/ 2005· 061 5946/ 2012-13 dated January 17. 2013 together with the sanctioned land plan -

Site nos. 101, 102, 103, 104, 105, 108, 109. 110, 111, 112 (admeasuring 8400 SQ. ft. each), Site no. 106 admeasuring 12145 sq. ft. and site no. 107 admeasuring 12243 SQ. ft. aggregating to 1.08.388 sq. ft

The land parcel Koramangala is hereinafter. for ease of reference, referred to as the "Property".

B. Corporate Structure

GCorp Spaces Private Limited has been incorporated as a private company with 89.11 % of the present paid up capital of the Company having been invested by PREI Fund, a Mauritius based real-estate focused private equity fund. and the balance 10% of the present paid up share capital having been invested by G: Corp Developers Private Limited .

. PREI Fund is a fund incorporated in Mauritius for the purpose of investing in entities engaged in the business of development of and/ or investment in construction development projects. such as townships. housing, commercial construction (including without limitation malls. office buildings. education and training centres and recreational centres), hospitality facil~ies such as hotels, resorts). Special Economic Zones. healthcare facilities, hardware and software technology parks, warehousing facilities and/ or rendering real estate management and consultancy services.

G:Corp Developers Private Limited is a company forming par1 of the G:Corp group. G:Corp group has developed residential and commercial projects in Mumbai, Pune and Bangalore and has ~xtensive experience in the real estate sector, especially in rendering project management services.

C. Key Operational and Financial Parameters for the last 3 audited years

Rs Crores ,_, -... ·-···-·---- ..-------· .. ............ .. .......... ....... -...• Parameters For the year ended Half Year 2013 (as For the year For the year

March 31, 2014 on September 30, ended March 31, endod (Provisional 2013) 2013.(Audlted) Marc:h 31, unaudited) 2012

Networth 31,15,06,032 30,71,53,216 28,03,24,030 NA

Total Debt Nil NIL NIC

Comprisi NA NA NA NA-

ng of

NA NA NA NA NA NA NA NA-

Net Fixed Assets NIL NIL Nil . Non-Current Assets 14,80,00,00'1 9,50,00,004 6.50,00,003

Cash and Cash Equivalents 10,09,01,359 0,16.51,184 20,92,98,907

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Private and Confidential - for private circulation onlv

Current Investments NIL 12,03,39,783 NIL

Current Assets 6,38,36,795 1,01,62,245 61 ,04,560

Current Liabihties 12,32,126 NIL 79,440

Net Sales NA NA NA EBITDA 99.46,002 36,93,187 1,530

EBIT 99,46,002 36,93,187 1,530

Interest NIL NIL NIL

PAT/(Loss} 80,46,002 36,93,187 93,470

Dividend Amounts NIL NIL Nil

Current ratio 51.81 NA 76.84

Interest Coverage Ratio NA NA NA Gross DebV equity Ratio NA NA NA _ .. __ Debt Service Coverage NA NA NA - .

•Since the compani; was incorporated on 13 March, 2012, the Annual Report for FY 2012 covers the period from March 13, 2012 to March 31 , 2013 (both days inclusive).

Gross Debt: Equity Ratio of the Company:

2.47 4.12

D. Project cost and means of financing, in case of funding new projects:

It is proposed that the Project (I.e., the residential units proposed to be developed on the land partel acquired in Koramangala) be funded through a judicious mix of equity infused through continuous internal ac:Gruals, advances received from clients against sales and institutional funding participation through debt & equity routes.

4.5 Brief history of Issuer since its incorporation giving details of Its following activities:

GCorp Spaces Private limited is a part of prestigious GCorp Group which is in the business of real estate development. GCarp Spaces Private Limited was incorporated on March 13, 2012 and has currently acquired the Property.

A. Details of Share Capital as on last quarter end i.e. March 31, 2014:

Share Capita! (Amt Rs.) Authorised 2,00,00,000

Issued, Subscribed and Fully Paid· up 40,47,380

B. Changes In its capital structure as on last quarter end i.e. March 31, 2014, for the last 5 years:

Date of change -Issued and Paid up Capita~ Particular• _J' (AGM/ EGM) · ' (Face Value) __ . ...____ ._.......__ __ _

16


13-03-2012 (Date of 100000 Subscribers to memorandum

Incorporation)

04-03-2013 1215000 Preferential allotment (Board Meeting) 28-03-2013 3738900 Preferential allotment (Board Meeting) 06-05-2013 4047360 Preferential allotment (Board Meeting).

C. Equity Share Capital History of the Company as on last quarter end i.e. March 31 1 2014, for the last 5 years: .. , .. _ -

Date of No of FV( lasue Consider Nature of Equity Price Cumulative paid-up capital (Rs.) Allotment Shares Rs.)

(Rs) ation Allotment

No.of Equity Equity Share Share equity Capital Premium

shares (Rt.)

(Rs.)

13-03-2012 (Date of 10000 10/- 750/- 7500000 Subscribers to 10000 100000 7400000 incorporation memorandum )

04-03-2013 111500 10/- 750/- 83625000 Preferential 121500 1215000 69910000 allotment

28-03-2013 252390 10/- 7501- 18929250 Preferential 373890 3738900 276678600 0 allotment

06-05-2013 30848 10/- 750/- 23136000 Preferential 404738 4047380 299506120 allotment

D. Details of any Acquisition or Amalgamation in the last 1 (one) year:

N.A.

E. Details of any Reorganization or Reconstruction in the last 1 (one) year:

N.A.

4.6 Details of the shareholding of the Company as on the latest quarter end, i.e. March 31, 2014:

A. Shareholding pattern of the Company as on last quarter end, I.e. March 31, 2014:

Number of Number of shares Total Shareholding s. held In

No Name of the Shareholder Equity Oemateriallzed as % of total no of

shares Form equity shares -1. GCorp Developers Private Limited 40.474 NIL 10

2. PREI Fund 3,60,656 NIL 89.11


3. Quantum Advisors Private Limited 1,082 NIL 0.26

4. Ajit Dayal 1,082 NIL 0.27

5. Gray Investments Private Limited 1,444 Nil 0.36

Notes: Details of shares pledged or encumbered by the promoters (if any): NIL

B. List of top 10 holders of equity shares of the Company as on the latest quarter end, i.e. March 31, 2014:

Number of Number of Total Shareholding s. shares held in No

Name of the Shareholder Equity Dematerialized

as % of total no of shares Form

equity shares -- -

1. GCorp Developers Private Limited 40,474 NIL 10

2. PREI Fund 3,60,656 NIL 89.11

3. Quantum Advisors Private Limited 1,082 NIL 0.26

4. Ajit Dayal 1,082 NIL 0.27

5. Gray Investments Private Limrted 1,444 NIL 0.36

4.7 Following details regarding the directors of the Company:

A. Details of current directors of the Company:

S No. Name and DIN Age Address Director of the Details of other designation Company since dlrectorshi~) t

1. Muninder 25938 55 C-303, Mantri 13 March, 2012 (i) G:Corp Private Seeru 0 Classic, ST limited Managing BED, IV Block, (ii) G Corp Projects Director Koramangala, Private Limited

Bangalore - (iii) G:Corp Homes 560 034 Private Limited

(iv) G Corp Develope~ Private Limited

(v) Gcorp Buildwell Private Limited .

18

,. I

2.

3.

Siddharth G. Sheth Directot

Ashwin Ramesh Director

.

68687 8

34919 3

32 21/19, Craig Par1< Layout, Off- M. G. Road, Bangalore-560 001

46 164, Venus Appartment, Cuffe Parade Mumbai Maharashtra India 400005


26 July, 2013 (i) G:Corp Private Limited

(ii) G:Corp Properties Private Limited

(iii) G:Corp Homes Private Limited

(iv) G Corp Developers Private Limited

(v) Gcorp Buildwell Private Limited

(vi} Lido Malls Management Private Limited

26 July, 2013 (i) Goodtime Real Estate Development Private Limited

(ii) Mis Safalya Estates & Trading Pvt Ltd

(iii) Gray Investments Pvt Ltd

(iv) Rustic Estates & Developments Pvt Ltd

(v) Shantinalh Estate & Vy-apar Pvt Ltd

(vi) Rustic Highlands Maintenande Pvt Ltd

(vii) Sun-n-Sand Hotels (Goa) Ltd

(viii) F2 Funn Fitness (India) Pvt Ltd

(ix) First Fitness (India) Private Limited

(x) Primary Real Estate Advisors Pvt Ltd

{xi) G. Corp Homes Private Limited

(xii) G. Corp Spaces Private Limited

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Private and Confidential - for privato circulation onlv

4. Venkata 25391 51 605/6 Raheja 26 July, 2013 (i) Goodtime Real Subramniam 7 Acropolis Apollo Estate Iyer Athena Bldg, Development Director Oeonar Private Limited

Pada Rd, (ii) Quantum Asset Oeonar Village, Management Chem bur, Company Private Mumbai Limited Maharashtra (iii) Equitymaster India India 400088 Limited

(iv) Personalfn Insurance Services India Limited

(v) Quantum Advisors Private Limited

(vi) Helpyourngo.com India Private Limited

(vii) Equitymaster Agora Research Private

. Limited (viii) Quantum

Information Services Private Limited

(ix) Primary Real Estate Advisors Private Limited

(x) G. Corp Hopies Private Limited

(xi) Common Sense Living Private Umited1

* None of the Directors of the Company appear on the RBI Defaulter list and/or the ECGC Defaulter list.

B. Details of change in directors since last three years:

,Ja esh N Thakkar 00597568 26 July, 2013 13 March, 2012

2 Muninder Seeru 259380 NA 13 March, 20·12 Director

3 Siddharth G. Sheth 686878 NA 26 July, 2013 Director

4 Ashwin Ramesh 349193 NA 26 July, 2013 Director

5 Venkata 253917 NA 26 July, 2013 Subramniam I er

1 Named as first director of the company; however, certificate of incorporation of the company is awaited

20


I Director

4.8 Following details regarding the auditors of the Company:

A. Details of the auditor of the Company:

Name Address Auditor since

Mis Kalyaniwalla & Mistry M/s Kalyaniwalla & Mistry, Chartered Accountants, 2 April, 2012 No.102, Ganaadhar Chettv Road, Bam:ialore - 560042

B. Details of change in auditors since last three years: No Change

Name Address Date of Auditor of the Remarks Appointment Company I Resignation since (in

case of reslanatlon l -

NA

. 4.9 Details of borrowings of the Company, as on latest quarter end:

A Details of Secured Loan Facilities: NIL

Amt Amt ols as on

Sr. No. lender's

Sanctione Disburse Mar 31, Repayment Date/ Security

Name d (Rs. Mn)

d (Rs. 2013 (Rs. Schedule Mn) Mn)

..

' ---~

NIL

B. Details of Unsecured Loan Facilities:

lender's Amt Amt o/s as on March 31,

Repayment Date/ Schedule Sr. No. Sanctione Disbursed

Name d IRs. Mn) IRs. Mn> 2013 (Rs. Mn)

NIL

C. Details of Non-Convertible Debentures:

Tenor Redemption Credit Secured Security

Serles /Maturity

Coupon Amount Date/ Rating /Unsecur Schedule ed ..__ .... __

·-I 96 months 15% p.a. 75,00,00.00 April 11, 2022 BWRB Secured (a) Mortgage

simple 0 over certain interest identified payable immovable half yearly. property in

Bangalore

I (b) Hypothecatio n of the receivables in relation to

' - a certain real

( tff~

·~ 21 '"" .~

t J:lf : ) a


estate project being undertaken

~ by the Comp_any

D. (i) List of Top 10 Debenture Holders (as on March 31, 2014)

NIL (II) As on the date of execution of this Information Memorandum

SNo. Name Number of Debentures (issue price of Rs. 10,00,000

1.

2.

3.

4.

each)

Primary Debt Investments 668

G:Corp Developers Private Limited 75

Gray Investments Private Limited 03

Quantum Advisors Private Limited 04

E. 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. (if any)

NIL

F. Details of Commercial Paper:

The total Face Value of Commercial Papers Outstanding as on the latest quarter end to be provided and its breakup in the following table: (if any}

: ·:: ,• ·: , ,, =:., .Am( Outst~~~lng " ~ : I }laturifY Date Nil Nil

G. Details of rest of the borrowing (if any including hybrid debt like FCCB, Optionally Convertible Debentures I Preference Shares) as on March 31, 2013:

- ---Party Type of Amt Principal Repaym Credit Secured I Security Name (in case Facility I Sanction Amt ent Date Rating Unsecured of Fa.clllty) I lnstrume ed outstandin I Instrument nt I Issued g Schedule Name NIL

H. Details of all default/s and/or delay in payments of Interest and principal of any kind of term loans, debt securities and other financial indebtedness Including corporate guarantee issued by the company, In the past 5 years:

NIL

I. Details of any outstandin9 borrowings taken I debt securities issued where taken I issued (i) • for consideration other than cash1 whether in whole or part, (ii) at a premium or discount, or (Ill) in pursuance of an option:

22


NIL

4.10 Details of Promoters of the Company:

A. Details of Promoter Holding in Company as on latest quarter end, i.e. March 31, 2014:

No. of % of shares

Number of shares held %of No.of pledged # Shareholder shares in Demat Holding shani1 with respect

pledged to shares form owned - --- ·-

1. G:Corp Developers 40,474 NIL 10 Nil Nil Private Limited

4.11 Abridged version of the Audited Consolidated and Standalone Financial Information (like Profit and Loss statement, Balance Sheet and Cash Flow statement) for at least last three years and auditor qualifications, if any.

Annexed at Annexure rv.

4.12 Abridged version of Latest Audited/ Limited Review Half Yearly Consolidated and Standalone Financial Information and auditors qualifications, if any.

Annexed at Annexure IV.

4.13 Any material evenU development or change having implications on the financials/ credit quality (e.g. any material regulatory proceedings against the Issuer/promoters, tax litigations 'resulting in material liabilities, corporate restructuring event etc.) at the time of Issue which may affect the Issue or the investor's decision to invest I continue to Invest in the debt securities.

The Issuer hereby declares that there has been no material event, development or change at the tim~ of Issue from the position as on the date of the last audited financial statements of the Issuer, which may affect the Issue or the Investor's decision to invest/ continue to invest in the debt securities of the Issuer.

4.14 Names of the Debentures Trustee and Consents thereof

The debenture trustee of the proposed Debentures is Axis Trustee Services limited. Axis Trustee Services Limited has given its written consent for its appointment as Debenture Trustee to the Issue and inclusion of tts name in the form and context in which it appears in this Information Memorandum. The consent letter from Debenture Trustee is provided in Annexure II of this Information Memorandum.

4.15 Credit Rating

The Rating Agency has assigned a rating of BWR B in respect of the Debentures. Instruments with this rating are considered to have high risk of default regarding timely servicing of financial obligations. Please refer to Annexure I of this Information Memorandum for the letter dated April 3, 2014 and the rating revalidation letter date May 23, 2014 from the Rating Agency assigning the credit rating abovemenlioned. The Rating Agency publishes the rating rationale at their web-site.

4.16 If the security is backed by a guarantee or letter of comfort or any other document/ letter with similar intent, a copy of the same shall be disclosed. In case such document does not contain

23

Private and Confldontial - for prtvate circulation only

detailed payment structure (procedure of invocation of guarantee and receipt of payment by the in11e1tor along with tlmelines), the same shall be disclosed In the offer document.

N.A

4.17 Copy of consent letter of Debenture Trustee to act as the debenture trustee to the issue to be disclosed:

Attached to this Information Memorandum in Annexure II

4.18 Names of all the recognized stock exchange& where the debt securities are proposed to be listed:

NCDs shall be listed on WDM of the BSE within 15 days from the Deemed Date of Allotment

4.19 Other details:

A. ORR Creation:

As per the prollisions of the Act, read with the Companies (Share Capital and Debentures) Rules, 2014, any company that intends· to issue debentures must create a debenture redemption reserve to which adequate amounts shall be credited out of ltie profits of the company a11allable for payment of dividends. Such ORR shall be equivalent to at least 25% (twenty five percent) or such other percentage as may be prescribed under applicable law of the amount raised through the debenture issue before debenture redemption commences. Pursuant to the said provisions, the Company shall create reserve funds for the redemption of the Debentures.

8. Issue I instrument &pecific regulations:

The Issue of Debentures shall be in conformity with the applicable provisions of the Act and 'the SEBI Debt Listing Regulations.

C. Application process:

The application process for the Issue is as provided in Section 7 of this Information Memorandum.

4.20 Issue Details/Summary Term Sheet

Security Name 15% GCorpSpacesNCDSerlesll 2022

Issuer GCorp Spaces Pri11ate Limited

Type of Instrument Non-Convertible Debentures

Nature of Fully paid, Secu!lld, redeemable, rated, listed Instrument

Seniority Senior, subject to Clause 5.6D

Mode of Issue Private placement

Eligible Investors As provided in Clause 6.14 below.

Listing Proposed to be listed on the WDM of BSE within a maximum period of 15 (Fifteen) days from the Deemed Date of Allotment. Without prejudice to any coveriants of the Issuer in this regard, in case of a delay by the Issuer in listing the Debentures beyond 20 (Twenty) days from the Deemed Date of Allotment, the Issuer shall make payment to the Debenture Holders of penal

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Private and Confidential - for private cil'culation only

interest calculated on the face value of the Debentures at the rate of 1% (One Per Cent) per annum over the Coupon Rate from the expiry of 30 (Thirty) days from the Deemed Date of Allotment till the listing of the Debentures.

Rating of Instrument BWR B by Brickworks Ratings India Pvt. Ltd

Issue Size Up to Rs. 50,00,00,000/- (Rupees Fifty Crores Only)

Option to retain N.A. oversubscription

Objects of the issue To acquire land and /or interest in land in and around BengaJuru and development thereof.

Details of the The proceeds realized by the Company from the issuance of the Debentures shall be applied utilization of the exclusively by the Company for acquisition of land and I or interest in land and development Proceeds thereof.

Coupon Rate 15% p.a. simple interest payable half yearly.

The basis for the Coupon Rate is the SBI Base Rate (as on the date of issue} plus 500 (five hundred) basis points. As per the press release dated November 7, 2013 issued by the State Bank of India the SBI Base Rate currently is 10% (ten percent) per annum with effect from November 7, 2013. Only in case of any revision in the SBI Base Rate as on the date of issue, the modified coupon rate snall be communicated to the final allottees.

Step Up/ Step N.A Down Coupon Rate

Moratorium For a period of 34 (Thirty Four) months and 11 (Eleven) days from the Deemed Date of allotment i.e. till April 10, 2017, there shall be a moratorium on payment of interest and no payment shall be required to be made in relation to coupon, though accrued; provided that tbe Company may, at its discretion, pay out the interest earlier in accordance with Clause 5.9 below. .,

Coupon Reset N.A t

Process

Coupon Payment Half Yearly Frequency

Coupon Type Fixed Rate

Coupon Payment Coupon Payment Date Coupon amount per Debenture Dates I\ ,., ',,;re ·• " "' ' -

. Interest accrued for the period after end of moratorium period i.e. April 11, 2017 till

September 30, 2017 Seotember 30, 2017 Interest accrued for the period October 1,

March 31. 2018 2017 till March 31, 2018 Interest accrued for the period April 1, 2018

September 30, 2016 till September 30, 2018 Interest accrued for the period October 1,

March 31, 2019 2018 till March 31, 2019 Interest accrued for the period April 1, 2019

Se~tember 30, 2019 till September 30, 2019 Interest accrued for the period October 1,

March 31, 2020 2019 till March 31, 2020 Interest accrued for the period April 1, 20120

'7'=-Seotember 301 2020 till September 30, 2020

· ~ I .

I \ ~ Ill' 1 a,. - 25

,.. ... / . "' . --..

(' -


Interest accrued for the period October 1, March 31, 2021 2020 till March 31, 2021

Interest accrued for the period April 1, 2021 September 30, 2021 till Seotember 30, 2021

Interest accrued for the period October 1, March 31, 2022 2021 till March 31, 2022

Day Count Basis Actual f Actual. i.e. Actual/ 365 days (or 366 days in the case of a leap year)

Discount at which N.A. security is issued and the effective yield as a result of such discount

Interest on No interest shall be payable on the application moneys in the event that the Debenture Holder Application Money has remitted the application monies prior to the Deemed Date of Allotment.

Default Interest Upon the occurrence of any Event of Default, the Issuer shall pay Coupon in relation to the Rate Debentures at the rate of 2% (Two Per Cent) per month over the Coupon Rate compounded

monthly, which includes normal Coupon payable on the Debentures, for the period commencing from the date on which the Event of Default has occurred and expiring on the date on which

. such Event of Default is cured .

Delay in Listing The Company undertakes to ensure that the Debentures are listed on the WDM segment of BSE within 15 (Fifteen) days of the Deemed Date of Allotment. In the event that the Debentures are not listed as aforesaid, the Company shall at the option of the Debenture Holders forthwith redeem the Debentures Without prejudice to the above and without prejudice to the rights of the Debenture Holders and/ or the Debenture Trustee pursuant to the occurrence of an Event of Default as identified in Clause 6.5, in the event that the Debentures are not listed on the WDM segment of BSE within a period of 20 (Twenty) days from the Deemed Date Allotment Date, then notwithstanding anything to contrary contained in the Transaction Documents, the Coupon for the period commencing from the expiry of 30 {Thirty) days from the Deemed Date Allotment Date and expiring on the date on which the Debentures are actually listed, shall be calculated on the face value of the Debentures at the rate of 1% (One Per Cent) per annum over the Coupon Rate.

Tenor Up to 96 (Ninety Six} months from the Deemed Date of Allotment

Redemption Date{s) The date/s on which the redemption of the Debentures, whether, in part or full, as per this Information Memorandum and Transaction Documents, falls due.

Final Redemption date shall be May 30, 2022.

Redemption Rs. 50,00,00,000/- (Rupees Fifty Crores Only} together with all the accrued coupon, further Amount(s}/ interest, and all other monies whatsoever due and payable by the Company in respect of the Redemption Debentures on Final Redemption Date, subject to no Early Redemption by the Company as Schedule stated below.

Redemption N.A Premium/ Discount

Issue Price Rs. 10,00,000/- (Rupees Ten Lakhs Only) per Debenture

Discount at which N.A security is issued and the effective yield as a result of such discount

Put Option Date N.A

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Put Option Price N.A

Call Option Date No specified date; to be determined by the Company by giving a notice in writing to the Debenture Truslee at least 30 (Thirty) days prior to the date on which the Company proposes to redeem all or part of the Debentures.

Early Redemption The Company shall be entitled to prepay the Debentures in such installments as it may deem flt, by giving a notice in writing to the Debenture Trustee at least 30 (Thirty) days prior to the date on which the Company proposes to redeem all or part of the Debentures in the manner aforesaid.

Pre-payment NIL Penalty

Call Option Price At the Face Value

Put Notification N.A Time

Call Notification 15 (Fifteen) days prior to the date on which the Company proposes to redeem all or part of the Time Debentures

Face Value Rs. 10,00,000/· (Rupees Ten Lakhs Only) per Debenture

Minimum 1 Debenture and in multiple of 1 Debenture thereof. Application

Issue Opening Date May29, 2014

Issue Closing Date May 30, 2014

Pay-in Date Anytime between May 29, 2014 and May 30, 2014

Deemed Date of May30, 2014 Allotment

Issuance mode of Dematonly t the Instrument

Trading mode of the Dematonly Instrument

Settlement mode of Cheque{s)/ electronic clearing services (ECS)/credit through RTGS system/funds transfer the Instrument

Depositories NSDL

Business Day If any Coupon Payment Date falls on a day that is not a Working Day, the payment shall be Convention made on the immediately succeeding Working Day.

Record Date The date which will be used for determining tfle Debenture Holders who shall be entitled to receive the amounts due on any Redemption Date I Early Redemption and/or coupon payment date, which shall be the date falling 15 days prior to the date on which the Company proposes to make such payment.

Security Interest 1. First ranking mortgage on the Mortgaged Property and the Project Receivables arising therefrom for the benefit of the Debenture Trustee acting for lhe benefit of the Debenture Hofders along with the holde~ of Series I Debentures, on a pari passu basis, subject to the provisions set out in Clause 5.6D under Section 5 herein and in the Debenture Trust Deed; and

2. Such other security as may be provided to the Debenture Trustee in compliance of the Transaction Documents.

The Security Interest shall be created within a period of 60 (sixty) days from the Deemed Date of Allotment. Please also refer to Clause 5.6 to 5.8 under Section 6 of this document for

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~ -::::i,$" ~....,

Transaction Documents

Conditions Precedent Disbursement

Conditions Subsequent to Disbursement

Private and Confidential - for private ci rculatlon only

further details and conditions in this regard.

Notwithstanding the foregoing, in the event that working capital facilities are availed by the Company against security of the Mortgaged Property and the Project Receivables, the Company shall inform the Debenture Trustee of the same, and shall ensure that the Security Cover as envisaged under Clause 5.8 below is maintained at all times during the continuance of such wonting capilal facilities. In this regard, the Company shall also provide the Debenture Trustee with a certificate duly signed by the statutory auditor of the Company.

Further, in case the Company avails of any working capital facillties as stated in the paragraph above, the charge created in favour of the Debenture Holders shall be automatically ceded in favour of such bank or financial institution, whether by way of a pari passu charge or a first charge, as decided by the Company and till such time as the financing facility obtained from such bank Of financial institution is repaid in full, the charge of the Debenture Holders and the holders of the Series I Debentures shall be a first and pari psssu charge or a second charge, as appticable.

• lnformatiao Memorandum • Debenture Trustee Agreement; • Debenture Trust Deed; • Memorandum of Entry recording the deposit of tiUe deeds in respect of the Property with

the Debenture Trus1ee

As customary for transaction of a similar nature and size including but not limtted to the to following conditions:

1. Finalisation of the Information Memorandum and execution of the Debenture Trustee Agreement and providing copies of the same to the Debenture Holders;

2. Such other undertaking as may be required from lhe Company. 3. A certified true copy of the constitutional documents of the Company (being its

memorandum of association, articles of association and certificate of incorporation) certified as current as on a date no earlier than the date of this Deed; •

4. The Company shall have delivered to the Debenture Trustee: (a} the certified copies of the Company's constitutional documents; (b) the certified oopies of the board resolutions duly authorizing the Company to

Issue the Debentures and execute the Transaction Documents and undertake the obligations stipulated therein;

(c) the certified copies of the shareholders' resolution; and (d) the certificate issued by the Company certifying that the borrowings are within the

limits sanctioned by the shareholders of the Company. 5. Such other document as the Debenture Trustee may reasonably require.

1. Execution of Debenture Trust Deed and creation of the mortgage on the Project as well as first charge on the Project Receivables by way of an equitable mortgage within 60 (sixty) days from the Deemed Date of Allotment.

2. Such conditions as are customary to a transaction of this nature, including filing of relevant form with the registrar of companies for the purposes of creation of charge envisaged under the Transaction Documents.

3. Issuer shall do the listing of these NCDs within 15 (Fifteen) days from the Deemed Date of Allotment

4. Submission of a copy of the Debenture Trust Deed within 60 (Sixty} Business Days from the Deemed Date of Allotment.

Oelay in Security In case of delay in execution of Debenture Trust Deed and security documents, the Company Creation will refund the subscription with agreed rate of interest or will pay penal interest of 3% per . ... annum over the coupon rate till the conditions are complied with at the option of the investor.

I· ' ~ '·~ f, •flG\ 1~11 {

/.....,. . ' .

28

>

Private and Confid~ntial - for private circulation onlv

E\"ents of Default As mentioned in Clause 5.5 below.

Provisions related N.A to Cross Defaull Clause

Role and To oversee and monitor the overall transaction for and on behalf of the Debenture Holders. Responsibilities of Debenture Trustee

Representation and As more particularly described in Clause 5.3 of this lnt'ormation Memorandum warranties

Governing Law and The Debentures and documentation will be governed by and construed in accordance with the Jurisdiction laws of India and the parties submit to the exclusive jurisdiction of the courts in Bengaluru

/

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/

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.Private and Confidential - for private circulation onlv

SECTIONS: TRANSACTION DOCUMENTS ANO KEY TERMS

5.1 Transaction Documents

The following documents shall be executed in relation to the Issue ("TransacUon Documents"}:

A. Debenture Trustee Agreement, which will conffrm the appointment of Axis Trustee Services Limited as the Debenture Trustee ("Debenture Trustee Agreement");

B. Debenture Trust Deed, which will set out the tenns upon which the Debentures are being issued and shall include the representations and warranties and the covenants to be provided by the Issuer and which will confirm the appointment of Axis Trustee Services Limited as the Debenture Trustee, and wherein mortgage I charge will be created over the Mortgaged Property and the Project Receivables ("Debenture Trust Deed"); and

C. The Memorandum of Entry recording the deposit of title deeds in relation to the Property with the Debenture Trustee;

D. Such other documents as agreed between the Issuer and the Debenture Trustee.

The documents shell be executed within such time period as mentioned in the summary of issue terms in Section 4.20 of this Information Memorandum.

5.2 Utilization of the Issue Proceeds

The proceeds of the Issue will be used towaltls acquisition of land and I or interest in land in and around Bengaluru and development thereof. The expenses of the present issue would also be met from the proceeds of the Issue. The proceeds of this Issue after meeti~ all expenses of the Issue will be used by the Issuer for meeting Issue objects.

t

The Issuer undertakes that the details of all monies utilized I unuti!ized out of the Issue shall be made available to the Debenture Trustee, as and when requested subject to a prior reasonable notice in this regard.

5.3 Representations and Warranties of the Issuer

The Company will provide representations and warranties in relation to the issuance, as is customary for a transaction of this nature and size, and the same will be captured in the Transaction Documents and it will also include the key representations set out herein. The said representations and warranties shall continue to remain true and valid during the tenure of the Debentures and in the event that the Company Is aware of any circumstance which could or wilt result in a breach of the same, the Company shall forthwith bring the same to the notice of the Debenture Holders.

The Company hereby represents and warrants with reference to the facts and circumstances as on the date hereof:

A. It is a company, duly incorporated and validly existing under the law of its jurisdiction of incorporalion.

B. The obligations expressed to be assumed by it in each of the Transaction Documents to which it is a party are, subject to any general principles of law, its binding obligations.

c. It has the power lo enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Transaction Documents to which it is a Party.

The entry into, pelformance by the Issuer of, and the transactions contemplated by, the Transaction Documents to which it is a party do not and will not conftict with:

30


(i) its constitutional documents; c.-

(ii) any agreement or instrument binding upon it or any of its assets; or

(iii) all applicable law.

E. All resolutions, consents and Government Approv~s required or desirable:

(i) to enable it lawfully to enter into, exercise its rights and comply with its obligations under the Transaction Documents to which it is a party; and

(ii) to enable it to carry on its business, trade and ordinary activities,

have been obtained or effected and are in full force and effect.

F. It has not taken any action nor (to the best of its knowledge and belief) have any steps been taken or legal proceedings been started or threatened against it for its winding-up, dissolution or re-organisation, or for the appointment of a liquidator, receiver. or other similar officer in respect of it or any of its assets.

G. No misleading information:

(i) Any factual information provided by it for the purposes of the Transaction Documents was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated.

(ii} Nothing has occurred or been omitted from the Transaction Documents and no information has been given or withheld which results in the information contained in the Transaction Documents being untrue or misleading in any material respect as at the date it was Pff/Vided.

H. The Debenture Trustee has received a true, complete and correct copy of each of the Transacoon Documents in effect or required to be in effect as of the date hereof.

5.4 Covenants of the Issuer

The Company will provide covenants and undertakings in relation to the issuance, as is customary for a transaction of this nature and size, and the same will be captured in the Transaction Documents and it will also include the key covenants set out herein.

A. Further Assurances

The Company declares, represents and covenants to the Debenture Trustee that the Company shall e11:ecute all such deeds, documents and assurances and do all such acts and things as the Debenture Trustee may reasonably require for e11:ercising all the rights vested in them under the Transaction Documents and the Debentures.

B. Information Covenants

(i) The Company shall provide I cause to be provided information in respect of the following within a maximum of 15 (Fifteen) calendar days from the date on which the occurrence of such event comes to the knowledge of the Company (unless otherwise specifically provided):

A. Any notice of any application for winding up having been made or receipt of any statutory notice of winding up under the provisions of the Act;

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Private and Confidential - for private circulation ool~

B. Any fact, matter or circumstance which would cause any of the representations and warranties under any of the Transaction Documents to become untrue or inaccurate or misleading in any material respect of which the Company becomes aware.

C. Any event which constitutes an Event of Default, specifying the nature of such event and any steps the Company is taking and proposes to take to remedy the same.

D. Any major change in the composition of its Board of Directors.

{ii} The Company shall notify the Debenture Trustee in writing of any proposed material change in the nature or scope or the business or operations of the Company or the entering into any agreement or arrangement by any person that may, in each case, affect the entirety of the assets and liabilities of the Company and whkh would adversely impact the ability of the Company to meet its obligations in respect of the Debentures, at least 3 (Three) Business Days prior to the date on which such action is proposed to be given effecl It is clarified that for any such change, agreement or arrangement which is not material or which does not affect the entirety of the assets and liabilities of the Issuer or which wo\,lld not adversely affect the ability of the Issuer to meet its obligations in respect of the Debentures, the Company shall not be required to provide any notifi;ation to the Debenture Trustee.

(iii) The Company shall furnish to the Debenture Trustee annual (audited) financial statements of the Company within 180 (One Hundred and Eighty) calendar days following the closure of the pr.eceding financial year.

(iv) The Company shall furnish a report to the Debenture Trustee on a quarterly basis, containing the following particulars:

A.

8.

C.

D.

Updated list of names and addresses of the Debenture Holders;

Details of unpaid due payments, to be made, but unpaid and reasons for non· payment thereof; and

f

The number and nature of grievances received from the Debenture Holders, grievances resolved by the Company and those grievances not yet solved to the satisfaction of lhe Debenture Holders; and

A representation from the management of the Company certifying that the Security Cover is maintained.

C. Affirmative Covenants

(i)

(ii)

(iii)

(Iv)

The Issuer shall carry on and conduct its business with due diligence and efficiency.

Utilise the monies received upon subscription to the Debentures solely towards the purposes mentioned in paragraph 5.2 above (Utilisation of Issue Proceeds).

Keep proper books of account as required by the Act and therein make true and proper entries of all dealings and transacti<Yls of and in relation to the business of the Issuer and keep the said books of account and all other books. registers and other documents relating to the affairs of the Issuer at its Registered Office or. where permitted by applicable law, at other place or places where the books of account and documents of a similar nature may be kept.

The lssuor shall perrorm all of its respective obligations under the terms of the applicable Transaction Documents and maintain in full rorce and effect each of the Transaction Documents to which it is a party.

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Private and Confidential - for private circulation onl~

(v) The Issuer shall at all times act and proceed in relation to its affairs and business in compliance with applicable law to the extent that any contravention thereof may materially affect the ability of the Company to meet its payment obligations under the Issue.

(vi) The Issuer shall comply with the conditions stipulated by the Rating Agency in relation to the Debentures.

(vii} The Issuer shall without undue delay attend to and redress the grievances, if any, of the Debenture Holder(s). The Issuer further unde11.akes that it shall prompUy advise the Trustees of the grievances and the steps taken by the fssuer to redress the same. The Issuer further shall inform the Trustee of any unsatisfied grievances and may accept the suggestions of the Trustee in the redressal of the same.

(viii) The Issuer shall take all steps necessary to get the Debentures listed within 15 (Firteen) days from the Deemed Date of Allotment. fn the event of the Issuer's failure to do so, to the extent that any Debenture Holder(s) are Foreign Institutional lnvestor{s) or sub-accounts of Foreign Institutional lnvestor(s), the Issuer shall immediately redeem any and all Debentures.

(ix) The Issuer shall oosure that the Debentures are rated by the Rating Agency and continue to be rated by the Rating Agency during the tenure of the Debentures and the Issuer shall not take aiiy steps to replace the Rating Agency without obtaining the consent of the Debenture Trustee.

D. Negative Covenanls

(i) The Issuer shall not without the prior written approval of the Debenture Trustee wind up, liquidate or dissolve its affairs unless such liquidation takes place in connection with a merger, consolidation or any other form of combination at the Issuer with another company and the resulting entity or company assumes all obligations wifh respect to the Debentures;

' (ii) The Issuer shall not make any amendments in its constitutional documents in a manner which would adver.;ely affect the rights of the Debenture Holders in relation to the Debentures in a material manner, without the prior written consent of the Debenture Trustee.

(iii) The Issuer shall not enter into any compromise or arrangement or settlement generally with the secured creditors of the Issuer without the prior written consent of the Debenture Trustee;

S.5 Events of Default

The events listed below (each, an "Event of Default") shall comprise the 'Events of Default' in relation to the Debentures and shall be appropriately set out in the Transaction Documents.

A. Material default is committed by the Company in the performance or observance of any covenant, condition or provision contained in the Transaction Documents executed by the Company in respect of the Debentures or a material non-performance, material non observation of any covenant, condition or provision of the Transaction Documents.

B. Non-payment of monies due from time to time towards principal and/ or interest payable in respect of the Debentures and such other amounts payable as per the terms of the Transaction Documents. Provided however, that if the monies payable as interest is paid within 30 (Thirty) days from the Coupon Payment Date, lhe same shall not be an Event of Default.

C. Material breach of any representaoons by the Company.

~ 11 D. The Company ceases to carry on its business or gives notice of its Intention to do so. - '

33


E. If the Company is unable to pay its debts within the meaning of Section 434 of the Act or if the Company is carrying on business at a loss and it appears to the Debenture Trustee that continuation of its business will endanger Iha Security Interest created in terms of the Transaction Documents.

F. If the Company is in material breach of the Transaction Documents or alienates the Security rnterest in full or part, or create any security in the Mortgaged Property in favour of any other Person (except as per the Transaction Documents), without the prior written consent of Debenture Trustee:

G. Occurrence of a Material Adverse Effect, in the opinion of the Debenture Trustee 0< such number of Debenture Holders as are required to pass an Ordinary Resolution.

H. If any part of the Subscription Amount is used for any illegal purpose.

I. Insolvency proceedings

Any corporate action, legal proceedings or other procedure or step is taken (including the making of an application, the presentation of a petition, the filing or service of a notice or the p(lssing of a resolution), in relation to:

(i) the suspension of payments, a moratorium of any indebtedness, winding-up, insolvency, dissolution, adminislration or reorganisation of the Company v.;th an intention of winding up or liquidating or declaring insolvent the Company, (by way of voluntary arrangement. scheme of C11Tangement or otherwise}; or

(ii) a composition, compromise, assignment or arrangement witti any creditor of the Company; or

(iii) the appointment of a liquidator, supervisor, receiver, administrative receiver, administrator, compulsory manager, trustee or other similar officer in respect of the Company or any of its assets, and such appointment has not been vacated or has not been challenged by the Company; or t

(iv) any analogous procedure or step taken in any other jurisdiction.

J. Any expropriation, attachment. sequestration, distress or execution affects any asset of the Company.

K. Such other events of default as may be contained in the Transaction Documents.

Upon the happening of an Event of Default, lfle Debenture Trustee shall be entitled to exercise any and all remedies in acx:ordance with the terms contained in the Transaction Documents.

5.6 Security Interest

A. The redemption of the Principal Amount, together with coupon, further interest, liquidated damages. premium, costs, charges, expenses in creation, preservation, remuneration payable to and realisation of the Security Interest, the Subscription Amount, remunetation of the Debenture Trustee and other monies whalsOever due and payable by the Company in respect of tile Debentures and all other amounts payable under the Transaction Documents, shall be secured by the Security Interest.

B. The Security Interest shall be created within a period of 60 (sixty) days from the Deemed Date of Allotment

C. The details of the assets over which the Security Interest is to be created are as follows:

(i} All the rights of the Mortgagors in all that piece and parcel of land comprising the Property, together with all the buildings, erectk>ns and construcUons of every description which are standing erected or

34

Private and Confidential - for private circulation onl~

attached or shall at any time hereafter during the continuance of the security hereby constituted be erected and standing or attached to the Property, and all furniture, fittings and all rights to use common areas and facilities and incidentals attached thereto, together with all trees. fences, hedges. ditches, ways, sewers, drains, liberties. privileges, easements and appurtenances whatsoever to the said Property, hereditaments or premises or any part thereof whether presently in existence or in the future belonging to or in any way appurtenant thereto or usually held, occupied or enjoyed therewith or e.xpected to belong or be appurtenant thereto AND all estates, rights, title, interest. property, claims and demands whatsoever of the Mortgagors in, to and upon the same whether presently in existooce or constructed or acquired hereafter.

(ii} All and any amounts owing to or received by or receivable by, in each case from time to time, the Mortgagors, whether now, or at any time during the continuance of the Debenture Trust Deed, in relation to the Project, which shall include the present or future Project Receivables pertaining to the Project to be received by the Mortgagors, and all rights, title, interest, benefits, claims and demands whatsoever of the Mortgagors in, to or in respect of the saif amounts as well as all the rights, title and interest of the Mortgagors in, to or in respect of any bank accounts where the aforementioned receivables are held.

(iii) All and singular, the Company's tangible and intangible assets of the Project {both present and future} including, without limitation, all actionable claims, inventory, insurance policies, all moveable plant and machinery (whether attached or otherwise), raw materials, all items of equipment, building materials such as but not limited to steel and wooden materials, packing materials, electrical cables, electrical instruments, plumbing materials, construction materials and all other fixed assets other than land and build in gs, both present and future. in respect of the Project, whether installed or not and whether I ying loose or in cases or which are lying or are stored in or to be stored in or to be brought into or upon the Company's premises. warehouses, stockyards and godowns, whether now belonging to or that may at any time during the continuance of the Debenture Trust Deed belong to the Company howsoever together with all benefits, rights and incidentals attached thereto which are now or shall at any time hereafter be owned by the Company AND ALL estate, nght, title, interest, property, c~ms and demands whatsoever of the Company unto and upon the same.

D. It is clarified for the avoidance of doubt that in the event the Company is desirous of obtaining financing facilities from a bank or financial institution for the purposes of the Project, and is, for the purposes of securing such loan, required to create a mortgage on the Mortgaged Property, the first charge of the Debenture Holders on the Security Interest shall automattally be ceded in favour of such bank or financial institution, whether by way of a pari passu charge or a first charge, as decided by the Company and till such time as financing facility obtained from such bank or financial institution is repaid in full, the charge of the Debenture Holders shall be a first and pan passu charge or a second charge; provided lhat the Company shall inform the Debenture Trustee and the Debenture Holders of such creation of charge within a. period of 7 (Seven) days from the date of creation of such charge.

E. The Issuer shall within such period as may be permitted by the Debenture Trustee, furnish to the Debenture Trustee as the Debenture Trustee may direct, additional security, if the Debenture Trustee is of the opinion that during the subsistence of the Debentures, the Security Interest for the Debentures has become inadequate on account of the Security Cover not being maintained and the Debenture Trustee has, accordingly, called upon the Company to furnish such additional security. In such case, the Company shall, at its own costs and expenses, furnish to the Debenture Trustee such additional security in form and manner satisf aclary to the Majority Debenture Holders and the Debenture Trustee as Security for the Debentures, and upon creation of such additional security, the same shall vest in the Debenture Trustee subject la all the trusts, provisions and coveriants contained in these presents.

F. No consent shall be required for release of charge in favour of prospective purchaser.; pursuant to sale/ agreement of sale in respect of units and any other area shared with the landowner of the Property, .

.. subject to the charge on the receivables continuing to remain unaffected. /,

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Private and Confidentfal - for private elrculatlon only

5.7 Decisions to be taken by Debenture Trustee

A. The Debenture Trustee shall take all decisions in relation to the Debentures as per the terms of the Transaction Documents and in accordance with the Applicable Law. Where the Transaction Documents do not provide for the manner in which the Debenture Trustee should act, or the Debenture Trustee is required to obtain the consent I instructions of Debenture Holders, the Debenturn Trustee shall fake such decision only in accordance with the instructions of the Debenture Holders.

B. Upon the occurrence of an Event of Default and till it is cured, the Debenture Trustee shall take all decision and actions in consultation with the Debenture Holders.

C. Notwithstanding the foregoing, the Debenture Holders shall. by passing a Special Resolution, have the right to take any decision with regard to any matter pertaining to the Debentures, the Debenture Trust Deed or under any other Transaction Documents, and such decision taken by the Debenture HoldefS shall be binding upon the Debenture Trustee as well as the Debentute Holders.

D. The decision taken or not taken by the Debenture Holders with respect to Debentures by passing a Special Resolution shall be in the interest of all the Debenture Holders and no Debet'lture Holder shall be entitled to sue or take any action against the Debenture Holders who have passed the Special Resolution for any action or inaction as per the terms of the Transaction Documents.

E. Noiwithstandlng anything to the contrary contained in the aforementioned provisions, before commencing any of the following actions in case of Event of Default, the Debenture Trustee shall take or ensure availability of consent of the Debenture Holders by way of a Special Resolution:

(I) Initiating any proceedings for the actual sale or enforcement of any Security Interest.

(ii) Change or replacement in Security Interest, except if units are getting sold in the Project.

(iii} Filing criminal complaint against any Person.

(iv} Removal and appointment of Debenture Trustee.

(v) Selection of Nominee Director in case of Default.

F. Notwithstanding anything to the contrary contained in the aforementioned provisions, the Debenture Trustee shall have the right to appoint a nominee director on the Board of the Company upon !he occurrence of any of the following events:

(i)

(ii)

(iii)

The Issuer defaults in the payment of interests accrued and payable on the Debenture for ~ consecutive Coupon Payment Oates;

The Issuer defaults in the creation of security for lhe Debentures in accordance with the terms of this Information Memorandum; or

The Issuer defaults in Redemption of the Debentures in accordance with the tenns of this Information Memorandum.

G. Any process, approval or compliances to be taken by the Debenture Holders, shall be considered as their internal matters and the Company or the Debenture Trustee shall not have any right to raise any objection or question against it and lhe Company or Debenture Trustee shall accept the decision communicated in writing and the Company or Debenture Trustee shall noi be liable in this regard.

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Private and Confidential - for private circulation ontv

5.8 Further Borrowings

Subject to the Company, at all times during the Tenure the security cover of at least 1 {one) times the total outstanding borrowings availed against the security of the Mortgaged Property, and the same not being diluted in any manner due to any such additional borrowing, the Company shall be permitted to avail an additional financial borrowing) wilhout any prior written consent of the Debenture Trustee. It is clarified for the avoidance of doubt that if the valuation of the Property is such that it is significantly in excess of the Security Cover required to be maintainud in relation to the Debentures, the Company shall, subject to compliance with the terms and conditions of the Transaction Documents, be entitled to issue further debentures against the security of the Property on a 1.ari passu basis, and the Debenture Trustee shall execute such documents as may be necessary in th's reyard, without the requirement of any additional approval from the Debenture Holcters In this regam.

5.9 Moratorium on lntere~t Payments

There shall be a moratorium on payment of interest for a period of 34 (thirty four) months and 11 (eleven) days from the Deemed Date of aHotrnent. and no payment shall be required to be made in relation to coupon, though accrued; provided that ti 1e Company may, at its discretion, pay out the interest earlier by giving a notice in writing to the Debenture Trustee al least 30 (Thirty} days prior to the date on which the Company proposes to make the payment. Upon lh0 expiry of the Moratorium Period, the Company shall be &ntitled, to pay the accrued interest in one or more tranches at any time within a period of 24 (twenty four) months from the expiry of lhe Moratorium Period by giving a notice in writing to the Debenture Trustee at least 30 (Thirty) days prior to the date on which the Company proposes to make the payment.

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SECTION 6: OTHER INFORMATION AND APPLICATION PROCESS

The Debentures being offered as part of the Issue are subject to the provisions of the Act. the Memorandum and Articles of Association of the Issuer, the terms of this Information Memorandum, Application Form and other terms and conditions as may be incorporated in the Trans action Documents.

6.1 Mode of Transfer/Transmission of Debentures

The Debentures shall be transferable freely. The Debenture(s) shall be transferred andfor transmitted in accordance with the applicable provisions of the Act and other applicable laws. The Debentures held in dematerialized form shall be transferred subject to and in accordance with the rules/procedures as prescribed by NSDL and the relevant DPs of the transferor or transferee and any other applicable laws and rules notified in respect thereof. The transferee(s) should ensure that the transfer formalities are completed prior to the Record Date. In the absence of the same, amounts due will be paid/redemption will be made to the person, whose name appears in the register of debenture holders maintained by the R&T Agent as on the Recorn Date, ur.ider all circumstances. In cases where the transfer formalities have not been completed by the transferor, claims, if any, by the transferees VY'Ould need to be settled with the transfem~s} and not with the Issuer. The normal procedure followed for transfer of securities held in dematerialized form shall be followed for transfer of these Debentures held in dematerialised form. The seller should give delivery instructions containing details of the buyer's DP account to his DP.

6.2 Debentures held in Dematerialised Form

The Debentures shall be held in dematerialised form and no action is required on the part of the Debenture Holde~s) for redemption purposes and the redemption proceeds will be paid by cheque/fund transfet!RTGS to those Debenture Holder(s) whose names appear on the list of beneficiaries maintained by the R& T Agent. The names would be as per the R& T Agenrs records on the Record Date fixed for the purpose of redemption, All such Debentures will be simultaneously redeemed through appropriate debit corporate action.

The list of beneficiaries as of the Record Date setting out the relevant beneficiaries' name and account number, address, bank details and DP's identification number will be given by the R&T Agent to the Issuer. If p~rmitled, the Issuer may transfer payments required to be made in any relation by Direct CreditJECS/EFT/RTGS to the bank account of the Debenture Holder(s) or raising 'payable-at-pa~ warrants/ cheques for redemption payments.

6.3 Trustee for the Debenture Holder(s)

The Issuer has appointed Axis Trustee Services Limited to act as trustee for the Debenture Holder(s). The Issuer and the Debenture Trustee intend to enter into the Debenture Trust Deed Inter aHa, specifying the powera, authorities and obligations of the Debenture Trustee and the Issuer. The Debenture Holder{s) shall, without further act or deed, be deemed to have irrevocably given their consent to the Debenture Trustee or any of its agents or authorized officials to do all such acts, deeds, matters and things in respect of or relating to the Debentures as the Debenture Trustee may In its absolute discretion deem necessary or require to be done in the interest of'the Debenture Holder(s). Any payment made by the Issuer to the Debenture Trustee on behalf of the Debenture Holder(s) shall discharge the Issuer pro tanto to the Debenture Holder(s). The Debenture Trustee will protect the interest of the Debenture Holde~s} in regard to the repayment of principal and yield thereon and they will take necessary action, subject to and in accordance with the Debenture Trust Deed, at the cost of the Issuer. No Debenture Holder shall be entitled to proceed directly against the Issuer unless the Debenture Trustee. having become so bound to proceed, fails to do so. The Debenture Trust Deed shall more specifically set out the rights and remedies of the Debenture Holder{s} and the manner of enforcement thereof.

The Board of the Company shall have the right to fill any casual vacancy in the office of the debenture trustee, but during such period as the vacancy continues, the Debenture Trustee shall be allowed to act as the debenture trustee for the Issue. Provided however, that where such vacancy is caused by the resignation of the Debenture Trustee, the vacancy shall only be filled with the written consent of the majority of the Debenture Holders

38


6.4 Sharing of Information

The Issuer may, at its option, but subject to applicable laws, use on its own, as well as exchange, share or part with any financial or other information about the Debenture Holder(s) available with the Issuer, with its subsidiaries and affiliates and other banks, financial institutions, credit bureaus, agencies, statutory bodies, as may be required and neither the Issuer nor its subsidiaries and affiliates nor their agents shall be liable for use of the aforesaid Information.

6.5 Debenture Holder not a Shareholder

The Debenture Holder{s) shall not be entitled to any right and privileges of shareholders other than those available to them under the Act. The Debentures shall not confer upon the Debenture Holders the light to receive notice(s) or to attend and to vote at any general meeting(s} of the shareholders of the Issuer.

6.6 Modification of Debentures

The Debenture Trustee and the Issuer will agree to make any modifications in the Information Memorandum which in the opinion of the Debenture Trustee is of a formal, minor or technical nature or Is to correct a manifest error.

Any other change or modification to the terms of the Debentures shall require approval of the Debenture Holders by way of a Special Resolution.

For the avoidance of doubt, the following matters require the consent of Debenture Holders by way of a Special Resolution, either by providing their express consent in writing or by way of a resolution at a duly convened meeting of the Debenture Holders:

A. Creating of any additional security; and B. Amendment to the terms and conditions of the Debentures or the Transaction Documents, including

but not limited to the coupon, the term of the Debentures and the amount payable on redemption of the Debentures, including premium on redemption. ·

6.1 Right to accept or reject Applications

The Board of Directors reserves its full, unqualified and absolute right to accept or reject any applicatlon for subscription to the Debentures, in part or in full, without assigning any reason thereof.

6.8 Notices

Any notice may be served by the Issuer/ Debenture Trustee upon the Debenture Holders through registered post. recognized overnight courier service, hand delivery or by facsimile transmission addressed to such Debenture Holder at its/his registered address or facsimile number.

All notice(s) to be given by the Debenture Holder(s) to the Issuer/ Debenture Trustee shall be sent by registered post, recognized overnight courier service, hand delivery or by facsimile transmission to the Issuer or to such persons at such address/ facsimile number as may be notified by the Issuer from time to time through suitable communication. All correspondence regarding the Debentures should be marked "Private Placement of Debentures".

Notice(s) shall be deemed to be effective (a} in the case of registered mail, 3 {Three) days after posting; (b) 1 (One) Business Day after delivery by recognized overnight courier service, if sent for next Business Day delivery; (c) in the case of facsimile at the time when dispatched with a report confirming proper transmission; or (d) in the case of personal delivery, at the time of delivery.

39


6.9 Issue Procedure

Only Eligible Investors as given herei..nder may apply for the Debentures by completing the Application Form in the prescribed format in block letters in English as per the instructions contained therein. The minimum number of Debentures that can be apJiied for and the multiples thereof shall be set out in the Application Form. No appllcation can be made for a fraction of a Debenture. Application forms should be duly completed In all respects and applications not completed in the said manner are liable to be rejected. The name of the applicants bank, type of account and acccunt number must be duly completed by the applicant. This is required for the awlicant's own sataty and lhese details will be printed on the refund orders and fer redemptions warrants.

The applicant should transfer payments required to be made in any relation by Direct CrediVECSEFT/RTGS, to the oank account of the Issuer or by raising 'payable-at-par' warrants/ cheques as per tfle details mentioned in the Applrcation Fonn.

6.10 Application Procedure

Potential investors will be Invited to subscribe by way of the A~icat.on Form prescribed in the Information Memorandum during the period between the Issue Opening Date and the Issue Closlng Date (both dates Inclusive). 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 will be open for subscription during the banking hours on each day during the period covered by the Issue Schedule.

6.11 Fictitious Application

AU fictitious applications will be rejected.

6.12 Basis of Allotment

Notwithstanding anylhing stated elsewhere, Issuer reserves the right to accept or reject any application, in part or in full, without assigning any reason. Subject to the aforesaid, In case of over subscription, priority will be given to Investors on a first come first serve basis. The investors will be required to remit the funds as well as submit the duly competed Application Form along with other necessary documents to Issuer by the Deemed•Date of Allotment

6.13 Payment Instructions

The Application Form should be submitted directly. The entire amount of Rs. 10,00,000/- (Rupees Ten Lakhs only) per Debenture is payable along with the making of an appication. Applicants can remit the application amount through Direct Credit/ECS/EFTJRTGS on the Pay-in Date, or raise ·payable-at-par' warrants/ cheques The RTGS details of the Issuer are as under:

Beneficiary Name Bank Account No. lFSCCODE Bank Name Branch Address

6.14 Ellgible Investors

GCorp Spaces Private Limited 00762000014158 HDFC0000076 HDFC Bank limited Post Box No. 5106, Shankaranarayan Buildings, 25/1, M G Road, Bangalore - 560001. Karnataka

The following categories of Investors, when specifically approached, are eligible to apply for this private placement of Debentures subject to fulfilling their respective investment norms/rules and compiance with l.3ws applicable to them by submitting all the relevant documents along with the Application Form ("Eligible Investors''):

40

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Private and Confidential - for private clrculallon only

A. Non-banking financial companies B. Corporates C. Banks D. Foreign persons, to the extent permitted by Applicable law; E. Foreign Institutional Investors (Fils) and sub-accounts thereof F. Qualified Foreign Investors (QFls) G. Insurance Companies H. Investment holdlng companies of high net worth individuals I. Any other person eligible to invest in the Debentures

All Investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this Issue of Debentures.

Note: Participation by potential Investors in the Issue may be subject to statutory and/or regulatory requirements applicable to them in connection with subscription to Indian securities by such categories of persons or entities. AppUcants are advised 10 ensure that they comply with all regulatory requirements applicable to them, including exchange controls and other requirements. Applicants ought to seek independent legal and regulatory advice In relation to the laws applicable to them.

6.15

A.

B.

c.

D.

E.

F.

G.

Procedure for Applying for Demateriallsed Facility

The applicant must have at least one beneficiary account wi th any of the DP's of NSDL prior to making the application.

The applicant must necessarily fill in the details (including the beneficiary account number and DP • ID) appearing in the Application Form under the heading "Details for Issue of Debentures in Electronic/Dematerialised Form".

Debentures allotted to an apjlicant 'Nill be credited to the applicant's respective beneficiary account(s) with the DP.

For subscribing to the Debentures, names in the Application Form should be identical to those appearing in the details in the Depository. In case of joint holders, the names should necessarily be in the same sequence as they appear in the account details maintained with the DP.

If incomplete/incorrect details are given under the heading "Details for Issue of Debentures in Electronlc/Dematerialised Form" in the Application Form, it will be deemed to be an incomplete appllcatlon and the same may be held liable for rejection at the sole discretion of the Issuer.

For allotment of Debentures, the address, nomination details and other details of the applicant as registered 'Nith his/her DP shall be used for all correspondence with the applicant. The applicant is therefore responsible for the correctness of hls/her demographic details given in the Application Form vis-a-vis those 'Nith his/her DP. In case the information is incorrect or Insufficient, the Issuer would not ·be liable for the losses, if any.

The redemption amount or other benefits would be paid to those Debenture Holders whose names appear on the list of beneficial owners maintained by the R& T Agent as on the Record Date. ln case of those Debentures for which the benef cial owner is not identified in the records of the R& T Agent as on the Record Date, the Issuer would keep in abeyance the payment of the redemption amount or other benefits, until such time that the beneficial owner is identified by the R& T Agent and conveyed to the Issuer, whereupon the redemption amount and benefits will be paid to the beneficiaries, as identified.

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6.16 Depository Arrangements

The Issuer shall make necessary arrangement with NSDL for issue and holding of Debenture in dematerialised form.

6.17 List of Beneficiaries

The Issuer shall request the R&T Agent to provide a list of beneficiaries as at the end of each Record Date. This shall be the list. which will be used for payment or repayment of redemption monies,

6.18 Application under Power Of Attorney

A certified true copy of the power of attorney or the relevant authority as the case may be along with the names and specimen signature(s) of all the authorized signatories of the Investor and the tax exemption certificate/document of the Investor, if any, must be lodged along with the submission of the completed Application Form. Further modifications/additions in the power of attorney or authority should be notified to the Issuer or to its agents or to such other person{s) at such other address(es) as may be specified 'rJ; the Issuer from time to time through a suitable communication.

In case of an application made by companies under a power of attorney or resolution or authority, a certified true copy thereof along with memorandum and articles of association and/or bye-laws along with other constitutional documents must be attached to the Application Form at the time of making the application, failing which, the Issuer reserves. the full, unqualified and absolute right to accept or reject any application in whole or in part and in either case without assigning any reason thereto. Names and specimen signatures of all the authorized signatories must also be lodged along with the submission of the completed Application Form.

6.19 Procedure for application by Venture Capital Funds and Multiple Applications

In case of applications by venture capital funds, a separate application must be made in respect of each scheme of an Indian venture capital fund registered with the SEBI and such applications will not be treated as multiple application, provided that the application made by the asset management company/trustee/custodian clearly indicated their intention as to the scheme for which the application has been made. •

The application forms duly filled shall clearly indicate the name of the concerned scheme for which applicatlon is being made and must be accompanied by certified true copies of:

A. SEBI registration certificate B. Resolution authorizing investment and containing operating instructions C. Specimen signature of authorized signatories

6.20 Documents to be provided by Investors

Investors need to submit the following documents, as applicable A. Memorandum and Articles of Association or other constitutional documents B. Resolution authorising investment C. Power of Attorney to custodian D. Specimen signatures of the authorised signatories E. CO(Ji of PAN card F. Application Form (including RTGS details)

6.21 Applications to be accompanied with Bank Account Details

Every application shall be required to be accompanied by the bank account details of the applicant and the magnetic ink character reader code of the bank for the purpose of availing direct credit of redemption amount and all other amounts payable to the Debenture Holder(s) through ECS/EFTIRTGS, or by 'payable-at-pa( warrants/ cheques raised by the Issuer.

42 , ·It\ ' , : .\'\ I~~ 1 • , - ,'

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6.22 Succession

In the event of winding-up of the holder of the Debenture(s), the Issuer will recognize the executor or administrator of the concerned Debenture Holder(s), or the other legal representative as having title to the Debenture(s}. The Issuer shall not be bound to recognize such executor or administrator or other legal representative as having title to the Debenture(s), unless such executor or administrator obtains probate or letter of administration 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 other legal representation, in order to recognize such holder as being entitled to the Debenture(s) standing in the name of the concerned Debenture Holder on production of sufficient documentary proof and/or an indemnity.

6.23 Mode of Payment

All payments must be made through Direct CrediVECS/NEFT/RTGS or by raising 'payable-at-par' warrants/ cheques, as set out in the Application Form.

6.24 Effect of Holidays

If any Coupon·Payment Date falls on a day that is not a Working Day, the payment shall be made on the immediately succeeding Working Day.

6.25 Tax Deduction at Source

Tax on payments relating to this Issue, as applicable under the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof will be deducted at source. For seeking TDS exemption/lower rate of TDS, relevant certificate/document must be lodged by the debenture holders at the office of the Transfer Agents of the Company at least 15 (Fifteen) days before the relevant payment becoming due.

6.26 Letters of Allotment

The letter of allotment, indicating allotment of the Debentures, shall be issued in demat form and credited within t'M:> Business Days from the Deemed Date of Allotment. .

6.27 Deemed Date of Allotment

All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of Allotment. The Deemed Date of Allotment for the Issue is May 30, 2014 by which date the Investors would be intimated of allotment.

6.28 Record Date

The Record Date, in 1espect of any payments to be made by the Company in relation to the Debentures (other than coupon for which the Record Date shall be as specified above), shall be the day falling 15 (fifteen} days after the date of announcement by the Company regarding such payment.

6.29 Refunds

For applicants whose applications have been rejected or allotted in part. refund orders will be dispatched within seven days from the Deemed Date of Allotment of the Debentures.

43

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In case the Issuer has received money from applicants for Debentures in excess of the aggregate of the application money relatlng to the Debentures in respect of which allotments have been made, the Registrar shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess, if any.

6.30 PAN Number

Every applicant should mention its Permanent Account Number (''PAN") allotted under Income Tax Act, 1961, on the Application Form and attach a self-attested copy as evidence. Application forms without PAN will be considered incomplete and are liable to be rejected.

6.31 Payment on Redemption

Payment in case of redemption/ Early Redemption will be made by way of cheque(s)/redemption warrant(s)/demand draft(s)/credlt through RTGS system/funds transfer in the name of the Debenture Holder(s) whose names appear on the list of beneficial owners given by the Depository to the Issuer as on the Record Date.

The Debentures shall be taken as discharged on payment of the redemption amount by the Issuer on maturity to the registered Debenture Holder(s) whose name appears in the Register of Debenture Holder(s) on the Record Date. On such payment being made, the Issuer will inform NSDL and accordingly the account of the Debenture Holder(s) with NSDL will be adjusted.

On the Issuer dispatching the amount as specified above in respect of the Debentures, the llabillty of the Issuer shall stand extinguished.

Disclaimer: Please note that only those persons to whom this memorandum has been specifically addressed are eligible to apply. However, an application, even if complete in all respects, is liable to be rejected without assigning any reason for the same. The llst of documents provlded above is only indicative, and an investor is required to provide all those documents I authorizations I information, which are likely to be required by the Issuer. The Issuer may, but is not bound to revert to any investor for any additional documents I information, and can accept or reject an application as it deems fit. Investment by investors falling in the categories mentioned above are merely indicative and the Issuer does not warrant that they are pennitted to Invest as per extant laws, regulations, etc. Each of the above categories of investors is required to check and comply with extant rules/regulations/ guidelines, etc. Governing or regulating their investments as appllcable to them and the Issuer is not, in any way, directly or indirectly, responsible for any statutory or regulatory breaches by any investor, neither is the Issuer required to check or confirm the same.

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SECTION 7: DECLARATION

The Company declares that all the relevant provisions in the regulations/guideline issued by SEBI and other applicable Laws have been complied with and no statement made in this Information Memorandum is contrary to the provisions of the regulations/guidelines issued by SEBI and other applicable Laws, as the case may be. The information contained in this Information Memorandum Is as applk:able to privately placed debt securities and subject to information available wi th the Company. The extent of disclosures made in the Information Memorandum Is consistent with disclosures permitted by regulatory authOrilies to the issue of securities made by the companies in the past.

For GCorp S afe: ,~led

~ ~_, Authorf sed lgnatory Name: Mr. Munlnder Seeru Title: Managing Director

Date: May 27, 2014

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Private and Confidential - for private clrculatlon~

ANNEXURE I: LETIERS FROM CREDIT RATING AGENCY

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BWR/DNG/R.L/2014-15/0051

J'lio OlrL'l'lor 0<:01·11 .SpMCC» Privl\tc Limited 21/19, Cr11ii; Park l.oyour, Off MC Ro11d, 8l'lnJ1llJ011• 1)6000 I

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Pnvate and Confidentill - for 1i1tv1t~ drcubtion onJJ_

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Sub. RJ1lilll;J of Secured l"CI> J.;i;ue of {125 (;roN.H Ul'>R One Hunclrc<l 'l\\.cnl)' foive Cr<me!I Only) of CCorp Spaces Privat~ Limited (OSl'L) with a tenor UJl to 8 yenn; - our Lettl'r No. BWR/ DNO/ Rl./2014-15/0009 J11tcd Ardt oa. :.1014.

Rd': your c-1t111il of Mtoy 2.1, 2014

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. or the t1:.l:; cro1-c11 !-:Cl> i~<qjC rntcd. we not1• th;it tht! Company h~ rn1~:,J Nl..'D~ .1.a1n11.1.otint: to t-Ts Cl'Ol"l'l' and the cuncnt uuutili2ed portion k. tso crun::i.. PIL'IL>;t' nnt11 lh:it nil h·n~ 11nd L'Onditious of our letter BWR/BNG/KL./2014-15/0009 <btc<l April O:\. :w14 remain uncbAngcd.

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CI H: U 14220MH2011 PL0219780

47


ANNEXURE II: CONSENT LETTER FROM THE DEBENTURE TRUSTEE

~ AXlS TRUSTC E .4'~

f\TSL!CO/ll't-151 f.l/'1 I :f. MoY:>.l.201A

To, Munt1gln9 l>l1eclo1 G: r.nip Spocct Pvt. Lid. 21/IY. Craig Pak layovt Off M.G. llooil llci·~golom-5WUO 1

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48


Application form Serial No:

The Compliance Officer, GCorp Spaces Private Limited,

ANNEXURE 111: APPLICATION FORM

# 21/19. Craig Park Layout, OFF-M.G. Road, Bangalore- 560 001

Dear Sir,

Date:[•]

We have read and understood the Terms and Conditions of the issue of Debentures including the Risk Factors described in the Memorandum and have considered these in making our decision to apply for allotment of the Debentures to us. The arnount payable on application as shown below is remitted herewith. On allotment, please place our name(s) on the Register of Debenture holder(s). We bind ourselves to the terms and conditions as contained in the Memorandum.

(Please read carefully the instructions on the next page before filling this form)

Details Series No. of debentores applied (in figures) No. of debentures applied (in words) Amount (Rs. in fiQures) Amount (Rs. in words) Cheque/Demand Draft/RTGS Details Date . Drawn on Bank Aoolicant's Name & Address in full (please use capital letters)

I Pin Code: Telephone: Fax: Email: Contact Person Status: Bank.inQ Company ( Insurance Comoanv ( ) Others ( l - clease soeclfY Name of Authorised SiQnatory DesiQnation Sia nature

Details of-Bank Account Bank Name & Branch Nature of Account Account No.: IFSC/NEFT Code MICR No Depository Details I DP Name

DPID I Client ID

{*)We understand that in case of allotment of debentures to us/our Beneficiary Account as mentioned above would be credited to the extent of debentures allotted.

-

49

Private and Confldentlal - for private circulation only

T axealers PAN I GIR No. IT Circle/Ward/District ( ) Not Allotted

Tax Deduction Status ()Fully Exempt I ( ) Tax to be deducted at Source ( ) Yes I ( } No I l

We understand and confirm that the information provided in the Memorandum is provided by the Issuer and the same has not been verified by any legal advisors to the Issuer, and other intermediaries and their agents and advisors associated with this Issue. We confirm that we have for the purpose of investing in these Debentures carried out our own due diligence and made our own decisions with respect to investment in these Debentures and have not relied on any representations made by anyone other than the Issuer, if any.

We understand that: i) In case of allotment of Debentures to us, our Beneficiary Account as mentioned above would get credited to the extent of allotted Debentures, ii) the Applicant must ensure that the sequence of names as mentioned In the Application Form matches the sequence of name held with our Depository Participant. iii) if the names of the Applicant in this application are not identical and also not in the same order as the Beneficiary Account details with the above mentioned Depository Participant or if the Debentures cannot be credited to our Beneficiary Account for any reason whatsoever, the Company shall be entitled at its sole discretion to reject the application or issue the Debentures in physical form.

We understand that we are assuming on our own account, all risk of loss that may occur or be suffered by us including as to 1he returns on and/or the sale value of the Debentures and shall not look directly or indirectly to the any person to indemnify or otherwise hold us harmless in respect of any such loss and/or damage. We undertake that upon sale or transfer to subsequent investor or transferee ("Transferee"), we shall convey all the terms and conditions contained herein and in this Information Memorandum to such Transferee. In the event of any Transferee (including any intermediate or final holder of the Debentures) suing tile Issuer (or any person acting on its or their behalQ we shall indemnify the Issuer and also hold the Issuer and each of such affected person(s} harmless in respect of any claim by any Transferee.

Applicant's Signature

(Tear here) __________ _ ACKNOWLEDGEMENT SLIP

Application form serial No: __ _ Date: ___ _

Name of the Applicant

50

-

Private and Confidenth1!.=1or P!Lvate circulation only

Address of the Applicant

Details Series No of debentures applied (in f iou res{ No. of debentures applied (in words) Amount (Rs. In fo:iures) Amount (Rs. in words) Cheque/Demand OrafL'RTGS Details Date Drawn on Bank

For all further correspondence please contact: The Compliance Officer, GCorp Spaces Private limited Limited on +918025320315

INSTRUCTIONS 1. You must complete application in full in BLOCK LETTERS IN ENGLISH. 2. Your Signatures should be In English or in any of the Indian languages 3. Application forms duly completed in all respects, together with Cheques/Pay Order/Demand Draft, must be lodged at the Registered office of the Company. 4. In case of payments through RTGS, the payments may be made as follows:

Beneficiary Name Bank Account No. IFSCCODE Bank Name Branch Address

GCorp Spaces Private Limited 00762000014158 HOFC0000076 HOF C Bank Limited Post Box No. 5106, Shankaranarayan Buildings, 25/1, MG Road, Bangalore- 560001. Karnataka •.

!i1

-

Pfivate and Confidential - for private circulation only

ANNEXURE IV:

AUDITED FINANCIAL STATEMENTS OF THE ISSUER FOR THE FINANCIAL YEAR ENDED MARCH 31, 2013

AND

LIMITED REVIEW HALF YEARLY STANDALONE FINANCIAL STATEMENTS AS ON SEPTEMBER 301

2013

AND

UNAUDITED FINANCIAL STATEMENTS OF THE ISSUER FOR THE FINANCIAL YEAR ENDED MARCH 31, 2014

....

52