Private & Confidential - For Private Circulation Only (This Disclosure Prospectus nor Prospectus). Document is neither a a Statement in Lieu of Dated: 23d August 2016 Indiabulls Properties Private Limited (A Priaate Linited Contpany incorporated under the Contpnties Act, 1956 with CIN u45 201. D L20 05 PT C1 3 4232 ) Registered Office: M-62 & 63, First Floor, Connaught Place, New Delhi - 1 1 0 001 Phone 01 1-30252900; Fax 011-30252901 Corporate Office: Indiabulls House, 448-451, Udyog Vihar, Phase V, Gurgaon - 122016, Phone 0124-66811 99; Fax 0124-6681240 Corporate Office: Indiabulls Finance Centre, Senapati Bapat Marg, Elphinstone Road (W), Mumbai- 400 013, Phone 022-61899700; Fax 022-61891421 Compliance Officer: Ms. Munmun Ghosh; E-mail: [email protected]Webs ite : http ://www. i ndi ab u llsrea lestate. com/ DISCLOSURE DOCUMENT PREPARED IN CONFORMITY WITH SECURITIES AND EXCHANGE BOARD OF rNDrA (|SSUE AND L|STTNG OF DEBT SECURITIES) REGULATIONS, 2OO8 ISSUED VIDE CIRCULAR NO. LAD-NRO/GN/2008/131'127878 DATED JUNE 06, 2008, AS AMENDED By SECURTTTES AND EXCHANGE BOARD OF INDIA (TSSUE AND LTSTTNG OF DEBT SECURTTTES) (AMENDMENT) REGULATTONS, 2012 TSSUED VrDE C]RCULAR NO. LAD-NRO/GN12012.1311915392 DATED OCTOBER 12, 2012 AND SECURITIES AND EXCHANGE BOARD OF rND|A (TSSUE AND LISTTNG OF DEBT SECURTTTES) (AMENDMENT) REGULATIONS, 2014 ISSUED VIDE CIRCULAR NO. LAD.NRO/GNI2O13-14143/207 DATED JANUARY 31, 2014 AND THE COMPANIES ACT, 2013 READ WITH THE COMPANIES (pRospEcTUS AND ALLOTMENT OF SECURIflES) RULES, 2014 DISCLOSURE DOCUMENT FOR PRIVATE PLACEMENT OF SECURED NON-CUMULATIVE RATED LISTED REDEEMABLE TAXABLE TRADABLE NON.CONVERTIBLE DEBENTURES OF THE FACE VALUE OF RS. 10,00,000/- (INDTAN RUPEES TEN LACS) EACH FOR CASH AT PAR AGGREGATING UPTO RS. 350,00,00,000/- (INDIAN RUPEES THREE HUNDRED AND FIFTY CRORES) GENERAL RISK Investors are advised to read the Disclosure Document carefully before taking an investment decision in this offering. For taking an investment decision, the investor must rely on their examination of the Issuer and the offer including the risks involved. The Issue of Debentures has not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this Disclosure Document. { llPage
Transcript
Private & Confidential - For PrivateCirculation Only
(This DisclosureProspectus norProspectus).
Document is neither a
a Statement in Lieu of
Dated: 23d August 2016
Indiabulls Properties Private Limited
(A Priaate Linited Contpany incorporated under the Contpnties Act, 1956 with CINu45 201. D L20 05 PT C1 3 4232 )
Compliance Officer: Ms. Munmun Ghosh; E-mail: [email protected] ite : http ://www. i ndi ab u llsrea lestate. com/
DISCLOSURE DOCUMENT PREPARED IN CONFORMITY WITH SECURITIES ANDEXCHANGE BOARD OF rNDrA (|SSUE AND L|STTNG OF DEBT SECURITIES) REGULATIONS,2OO8 ISSUED VIDE CIRCULAR NO. LAD-NRO/GN/2008/131'127878 DATED JUNE 06, 2008, ASAMENDED By SECURTTTES AND EXCHANGE BOARD OF INDIA (TSSUE AND LTSTTNG OFDEBT SECURTTTES) (AMENDMENT) REGULATTONS, 2012 TSSUED VrDE C]RCULAR NO.LAD-NRO/GN12012.1311915392 DATED OCTOBER 12, 2012 AND SECURITIES ANDEXCHANGE BOARD OF rND|A (TSSUE AND LISTTNG OF DEBT SECURTTTES) (AMENDMENT)REGULATIONS, 2014 ISSUED VIDE CIRCULAR NO. LAD.NRO/GNI2O13-14143/207 DATEDJANUARY 31, 2014 AND THE COMPANIES ACT, 2013 READ WITH THE COMPANIES(pRospEcTUS AND ALLOTMENT OF SECURIflES) RULES, 2014
DISCLOSURE DOCUMENT FOR PRIVATE PLACEMENT OF SECURED NON-CUMULATIVERATED LISTED REDEEMABLE TAXABLE TRADABLE NON.CONVERTIBLE DEBENTURES OF
THE FACE VALUE OF RS. 10,00,000/- (INDTAN RUPEES TEN LACS) EACH FOR CASH AT PAR
AGGREGATING UPTO RS. 350,00,00,000/- (INDIAN RUPEES THREE HUNDRED AND FIFTY
CRORES)
GENERALRISK
Investors are advised to read the Disclosure Document carefully before taking an investment decision
in this offering. For taking an investment decision, the investor must rely on their examination of the
Issuer and the offer including the risks involved. The Issue of Debentures has not been recommended
or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this Disclosure Document.
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CREDIT RATING
“CARE AA-(SO)”* by CARE for the debt to be raised. The rating letter containing the rationale from the credit rating agency containing the rating rationale is attached as Annexure I.
The rating is not a recommendation to buy, sell or hold the Debentures and investors should take their own decision. The rating may be subject to revision or withdrawal at any time by the assigning rating agency and each rating should be evaluated independently of any other rating. The rating obtained is subject to revision at any point of time in the future. The rating agencies have a right to suspend, withdraw the rating at any time on the basis of new information, etc.
*The rating mentioned above, “CARE AA- (SO)” (pronounced Double A minus Structured Obligation)* by Credit Analysis and Research Limited is a provisional rating and will be confirmed once Indiabulls Real Estate Limited executes a deed of corporate guarantee in favor of debenture trustee/ lenders towards the repayment obligation.
LISTING
The Secured, Non-Cumulative, Rated, Listed, Non-Convertible, Tradable, Redeemable, Taxable Debentures are proposed to be listed on the WDM Segment.
Arranger
Registrar to the Issue
Debenture Trustee
Birla Sun Life Asset Management Company Limited One Indiabulls Centre, Tower-1, 17th floor, Jupiter Mill Compound, 841, S.B. Marg, Elphinstone Road, Mumbai 400 013 Name: Jaspreet Singh Phone Number: 91 22 43568062
Skyline Financial Services Private Limited
D-153 A 1st Floor Okhla Industrial Area, Phase – I, New Delhi-110 020,
Phone Number: 011-41044923
Fax: 91 11 26812682
IDBI Trusteeship Services Ltd.
Asian Building, Ground Floor, 17, R. Kamani Marg, Ballard Estate, Mumbai - 400 001
Phone Number: 91 22 40807007
Issue Opens On 24th August 2016 Issue Closing Date 24th August 2016 Deemed Date of Allotment 24th August, 2016
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The Issuer reserves the right to change the Issue Closing Date and in such an event, the Deemed Date of Allotment for the Debentures may also be revised by the Issuer at its sole and absolute discretion. In the event of any change in the above issue programme, the Issuer will intimate the investors about the revised issue programme.
31. DECLARATION BY THE DIRECTORS OF THE ISSUER, THAT................................. 57
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1. DEFINITIONS
Term Definition
The Company/Issuer Indiabulls Properties Private Limited, a company incorporated in India under the Companies Act, 1956, with its registered office at M-62 & 63, First Floor, Connaught Place, New Delhi – 110 001, Phone 011-30252900; Fax 011-30252901.
“we”, us”, “our” Unless the context otherwise requires, the Company, its subsidiaries, and the joint ventures. Act / Companies Act Means, individually and collectively, such relevant provisions of the Companies Act, 1956 which are still in force and effect and those provisions of the Companies Act, 2013 which have been notified and are in full force and effect and all amendments, enactments, re-enactments or modifications thereof, from time to time, including the rules and regulations prescribed therein.
Affiliate Any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “Control” shall have the meaning ascribed to it under the Act and the expressions “Controls”, “is Controlled by” or “under common Control” shall be construed accordingly;.
Applicable Law Any Indian statute, law, acts of the state legislature or Indian parliament, regulation, ordinance, rule, judgment, order, decree, bye-laws, clearances, directives, guidelines, policy requirement, or any governmental restriction or any similar form of decision of, or determination by, or any interpretation having the force of law in India of any of the foregoing, by any government authority having jurisdiction over the matter in question, whether in effect as of the date of the issue of Debentures or thereafter including without limitation the SEBI (Issue and Listing of Debt Securities) Regulations, 2008 as amended from time to time, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, circulars issued by SEBI from time to time with respect to listing of debt securities and such other laws which may be applicable to the transaction contemplated herein including without limitation as applicable to the Security.
Applicants”/”Investors The Persons, who have made an application for subscription to the Debentures pursuant to the Offer Letter;
Application Form The form in which an investor can apply for subscription to the Debentures.
Allotment Advice/Allotment Intimation/Letter(s) of Allotment
An advice informing the Investors of the number of letter(s) of allotment/Debenture(s) allotted to him in the electronic (dematerialized) form.
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Allot/Allotment/Allotted Unless the context otherwise requires or implies, the allotment of the Debenture(s) pursuant to the Issue.
Alternate Security Means the alternate security to be provided by the Company, as set out in the Debenture Trust Deed
Amounts Due All the amounts payable by the Company to the Debenture Trustee and the Debenture Holders, including the Principal Amount, Yield, the Default Interest, any interest on application money, payable in to the Debentures, costs (including legal costs on full indemnity basis), charges, expenses, commissions, fees including the remuneration of the Debenture Trustee and expenses payable to the Debenture Trustee and the Receiver, all taxes, dues, duties, levies, cess, including stamp duty, registration and other fees and charges payable by the Company with respect to or on the Transaction Documents or the Debentures, including those payable for the negotiation, preparation, execution, registration, preservation, protection and enforcement of the Transaction Documents, as may be outstanding/ payable at any given date, in respect of the Debentures, and wherever the context may require shall mean the aggregate of aforementioned amounts in respect of the Debentures.
Arranger Birla Sun Life Asset Management Limited
Articles / AOA Articles of Association of the Company
BSE BSE Limited Board or Board of Directors Board of Directors of the Company or a Committee thereof. Business Day A day (other than a Saturday or a Sunday or a public holiday) on which
scheduled commercial banks are open for operation in Mumbai.
Closing Date The date of issue and allotment of the Debentures in terms of the Debenture Documents.
Term Definition
Coupon N/A
Coupon Payment Date N/A
Coupon Rate N/A
Debenture(s)/NCD(s) non-cumulative, rated, redeemable, non-convertible, taxable, listed and tradable debentures of the face value Rs. 10,00,000 (Indian Rupees Ten Lakhs) each to be issued by the Issuer pursuant to this Information Memorandum and Debenture Trust Deed.
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Debenture Documents / Transaction Documents
All documents entered into in relation to the issuance of the Debentures and/or the creation of any Security Interest on the Security and/or other rights and privileges of the Debenture Holders and the Debenture Trustee, including but not limited to, the Deed of Corporate Guarantee, the Debenture Trustee Agreement, the Debenture Trust Deed, this Information Memorandum, the Deed of Hypotheca tion, the Escrow Agreement and all other agreements, letters, documents, undertakings and writings that are executed/may be executed by the Parties in relation to the issue of the Debentures from time to time and designated as such by the Debenture Trustee.
Debenture Holder(s)
The Applicants and the holders of Debentures, from time to time, and whose names are entered in the ‘Register of Debenture Holders’ maintained by the Company, as holders of Debentures and shall include the names of beneficial owner(s) of the Debentures in dematerialized form as per the list of beneficial owners prepared and maintained by National Securities Depository Limited (“NSDL”) and/or Central Depository Securities (India) Limited (“CDSL”), as the case may be, as per the provisions of the Depositories Act, 1996 (“Depositories Act”).
Debenture Trustee / Trustee Trustee for the Debenture Holders, in this case being IDBI Trusteeship Services Limited.
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Term Definition
Debenture Trustee Agreement
The document titled 'Debenture Trustee Agreement' entered into between the Issuer and the Debenture Trustee inter alia for appointment of Debenture Trustee as the trustee to act on behalf of and for the benefit of the Debenture Holders.
Debenture Trust Deed The document titled ‘Debenture Trust Deed’ to be executed between the Issuer and the Debenture Trustee inter alia laying down the terms and conditions governing the Debentures and creation of relevant Security. Deed of Corporate
Guarantee A guarantee provided/to be provided by Indiabulls Real Estate Limited (IBREL) where under IBREL shall have undertaken those obligations required under the Debenture Documents.
Deed of Hypothecation A deed of hypothecation provided / to be provided by the Company over the Receivables and Escrow Account
Deemed Date Of Allotment / Date of Allotment
The date as specified above or such other date as notified to the Investor by the Company.
Default Interest Default interest payable by the Company at such rates and in such manner as specified in the Term Sheet.
Depository A depository registered with the SEBI under the SEBI (Depositories and Participants) Regulations, 1996, as amended from time to time.
Depository Participant A participant as defined under the Depositories Act. DRR Debenture Redemption Reserve as prescribed under Applicable Law. Early Redemption Shall have the meaning as ascribed to such term in the Term Sheet. Escrow Account The escrow account opened by the Company in which the Company shall
ensure that all the Receivables are deposited
Escrow Agreement The escrow agreement which the Company, the Debenture Trustee, and the Account Bank (to be appointed in this regard) shall enter into in relation to the operation of the Escrow Account
Event(s) of Default As the context may require or permit, occurrence of any or all of the events identified in the Debenture Trust Deed as an Event of Default.
FPI Foreign Portfolio Investor (as defined under the Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2014) registered with the SEBI.
Final Redemption Date Date on which the Secured Obligations in respect of all the Debentures have to be fully and irrevocably paid or discharged as per the terms of the Debenture Documents, to the satisfaction of the Debenture Trustee. First Mandatory
Redemption Date Date at the end of 1 (one) year from the Date of Allotment
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Fiscal Quarter In any fiscal year i.e. the accounting period commencing from April 1st of each year till March 31st of next year, any of the following three month periods of a fiscal year: (a) April 1 to June 30; (b) July 1 to September 30; (c) October 1 to December 31; (d) January 1 to March 31.
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Term Definition
Governmental Authority/ Government Entity
Government of India, Government of Maharashtra, or the government of any other state of India or any ministry, department, local authority, board, statutory or regulatory authority, instrumentality, agency, corporation (to the extent acting in a legislative, judicial or administrative capacity and not as a contracting party with the Issuer) or commission under the direct or indirect control of the Government of India or the Government of Maharashtra or any political subdivision of any of them or owned or controlled by the Government of India, the Government of Maharashtra or any of their subdivisions, or any court, tribunal or judicial body within India.
Guarantor Indiabulls Real Estate Limited
Information Memorandum/ Disclosure Document
This Information Memorandum through which the Debentures are being offered on a private placement basis.
Investors Any person subscribing to the Debentures in accordance with the terms of this Information Memorandum and other Debenture Documents.
Issue Issue of the Debentures on a private placement basis
I.T. Act The Income Tax Act, 1961 as amended from time to time
List of Beneficial Owners The list of beneficial owners of Debentures prepared and maintained by NSDL and/or CDSL, as the case may be, as per the provisions of the Depositories Act.
Material Adverse Effect The effect or consequence of an event, circumstance, occurrence or condition which has caused, as of any date of determination, or could reasonably be expected to cause, a material and adverse effect in the opinion of the Debenture Trustee on (i) the financial condition, business, operation, assets or prospects of the Issuer; (ii) the ability of the Issuer and/or the Guarantor to perform their respective obligations under the Debenture Documents; (iii) the validity or enforceability of any of the Debenture Documents (including the ability of any party to enforce any of its rights or remedies there under); or (iv) the effectiveness or priority of the Security Interests
Mortgaged Property The properties as set out under Schedule I of the Debenture Trust Deed
Memorandum/ MoA Memorandum of Association of the Company Minimum Subscription The minimum application money and multiples thereof as stipulated
herein
Minimum Security Cover Means the minimum security cover to be maintained by the Company, as set out in the Debenture Trust Deed and the Term Sheet
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Term Definition
NEFT National Electronic Fund Transfer system, a nation-wide payment system facilitating one-to-one funds transfer
Object(s) The proceeds of the Issue will be used for financing the working capital requirements of the Issuer in the course of its business, meeting long term capital requirements of the Company and general corporate purposes of the Company. No parts of the proceeds of the NCDs would be utilized by the Issuer directly/ indirectly towards capital markets. Issue proceeds from NCDs allotted shall not be used for purposes which are in contravention of any SEBI/ RBI regulations/ rules etc.
Obligor(s) As the context may require or permit, the Issuer. Person Any natural person, limited or unlimited liability company,
corporation, partnership (whether limited or unlimited), proprietorship, Hindu undivided family, trust, union, association, government or any agency thereof or any other entity that may be treated as a person under Applicable Law.
Principal Amount On any particular date, the principal amount of the outstanding Debentures on such date.
Rating Agencies Credit Analysis & Research Ltd. (“CARE”) and or any other SEBI registered credit rating agency appointed from time to time.
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Receivables All monies, deposits, interests, premiums, payments, charges, revenues and / or receipts receivable by the Company, whether evidenced as book debts or otherwise, due and to become due to the Company at any time under contracts, deeds or documents or under Applicable Law, as the case may be, of whatsoever nature and wherever arising from whatever source, present and future, including but without limitation, all cash flows and other operational revenues or any receivables arising out of or in relation to, any sale of units, transfer, lease, disposal or alienation of the units / portion of the Mortgaged Property, including without limitation, rental / escalated rental, security deposit / escalated security deposit or any other sums, monies payable under any arrangement of whatsoever nature or by whatever name called, entered into or executed by the Company including all bank accounts where such receivables are credited, now or in future, pertaining to the Mortgaged Property; and,
All monies, deposits, interests, premiums, payments, charges, revenues and / or receipts receivable by the Company, whether evidenced as book debts or otherwise, due and to become due to the Company at any time under contracts, deeds or documents or under Applicable Law, as the case may be, of whatsoever nature and wherever arising from whatever source, present and future, including but without limitation, all cash flows and other operational revenues or any receivables arising out of or in relation to, any sale of units, transfer, lease, disposal or alienation of the units / portion out of Sold Flats, including without limitation, rental / escalated rental, security deposit / escalated security deposit or any other sums, monies payable under any arrangement of whatsoever nature or by whatever name called, entered into or executed by the Company including all bank accounts where such receivables are credited, now or in future, pertaining to Sold Flats
Record Date The ‘Record Date’ for the Debentures shall be 7 (seven) days prior to each Redemption Date.
Redemption Date In relation to the Debentures, means any of (i) the First Mandatory Redemption Date, (i) the Second Mandatory Redemption Date; (iii) the Final Redemption Date and shall include any day on which all or part of the debentures are required to be redeemed pursuant to (iv) exercise of Call Option by the Company; or (v) exercise of the Early Redemption by the Debenture Holders or the Debenture Trustee; or (vi) any premature redemptions triggered upon occurrence of any Event of Default by the Debenture Trustee in terms of the Debenture Trust Deed, or for any other reasons whatsoever
Register of Debenture Holders
The register maintained by the Company in accordance with the Companies Act, 2013 recording the names of the Debenture Holders.
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Registrar to the Issue Registrar to the Issue, in this case being Skyline Financial Services Private Limited
ROC/ Registrar of Companies
The Registrar of Companies, NCT of Delhi and Haryana.
Rs./Rupees/INR Indian Rupees RTGS Real Time Gross Settlement, an electronic funds transfer facility
provided by RBI
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 Regulations The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued by SEBI, as amended from time to time.
Second Mandatory Redemption Date
Date at the end of 2 (two) years from the Date of Allotment
Security All the Amounts Due and the Secured Obligations of the Company owed to the Debenture Holders and the Debenture Trustee, including due payment and due discharge of all the Secured Obligations shall be secured by a first ranking and exclusive charge over the following:
(i) English mortgage over the Mortgaged Property together with all
building and structures, fixtures, etc. thereon attached to the earth or permanently fastened to anything attached on the earth or attached to anything permanently fastened to earth as being created hereinafter;
(ii) Charge on the Receivables and the Escrow Account as being created under the Deed of Hypothecation;
(iii) Irrevocable and unconditional corporate guarantee of the Guarantor; and
(iv) Alternate Security/any additional security, as may be deemed necessary by the Debenture Trustee, to secure the Secured Obligations or as may be required to maintain Minimum Security Cover.
Security Interest Any mortgage, pledge, lien, hypothecation, charge, or interest in the nature of a security assignment, deed of trust, deposit, encumbrance of any kind, or any other type of preferential arrangement, preference, priority or other security agreement of any kind or nature whatsoever including without limitation, (i) any conditional sale or other title retention agreement, any financing or similar statement or notice filed under any recording or notice statute, and any lease having substantially the same effect as any of the foregoing; and (ii) any designation of loss payees or beneficiaries or any similar agreement under any insurance.
Sold Flats The 58 pre-sold flats of Indiabulls Sky specified in Schedule II of the Debenture Trust Deed.
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Term Sheet Details of the Issue as set forth in chapter titled ‘ Issue Related Information hereof’.
Unsold Flats The 38 unsold flats, forming part of the Mortgaged Property WDM Segment Wholesale Debt Market segment of BSE. Yield Such amounts payable on the Debentures such that the total returns earned by the
Debenture Holders is:
(a) 10.60% on the Principal Amount of the Debentures which are redeemed on the First Mandatory Redemption Date;
(b) 10.70% on the Principal Amount of the Debentures which are redeemed on the Second Mandatory Redemption Date; and
(c) 10.80% on the Principal Amount of the Debentures which are redeemed on the Final Redemption Date
Yield Rate The rate at which amounts payable as Yield on the Debentures is determined, being the rate mentioned in in the Term Sheet, and calculated on per day actual basis (365 days in a year and 366 days in a leap year)
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2. ABBREVIATIONS
CDSL Central Depositories Services (India) Limited EBITDA Earnings Before Interest, Tax, Depreciation & Amortization EBIT Earnings Before Interest & Tax FPI Foreign Portoflio Investor FY Financial Year/Fiscal Year ISIN International Securities Identification Number Min. Minimum NSDL National Securities Depository Limited p.a. Per Annum PAT Profit After Tax RBI Reserve Bank of India TDS Tax Deducted at Source
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3. DISCLAIMERS
Disclaimer
This Disclosure Document is neither a Prospectus nor a Statement in lieu of a Prospectus. The issue of Debentures to be listed on the BSE Limited is being made strictly on a private placement basis. This Disclosure Document is not intended to be circulated to more than 200 (two hundred) persons. Multiple copies hereof given to the same entity shall be deemed to be given to the same person and shall be treated as such. It does not constitute and shall not be deemed to constitute an offer or an invitation to subscribe to the Debentures to the public in general. This Disclosure Document should not be construed to be a prospectus or a statement in lieu of prospectus under the Companies Act, 2013. This Disclosure Document has been prepared in conformity with the SEBI Regulations and subsequent amendments made by SEBI in these regulations. Therefore, as per the applicable provisions, copy of this Disclosure Document has not been filed or submitted to the SEBI for its review and/or approval. Further, since the Issue is being made on a private placement basis, the provisions of Part I of Chapter III of the Companies Act, 2013 shall not be applicable and accordingly, a copy of this Disclosure Document has not been filed with the ROC or the SEBI. This Disclosure Document has been prepared to provide general information about the Issuer to potential investors to whom it is addressed and who are willing and eligible to subscribe to the Debentures. This Disclosure Document does not purport to contain all the information that any potential investor may require. Neither this Disclosure Document nor any other information supplied in connection with the Debentures is intended to provide the basis of any credit or other evaluation and any recipient of this Disclosure Document should not consider such receipt a recommendation to purchase any Debentures. Each investor contemplating purchasing any Debentures should make its own independent investigation of the financial condition and affairs of the 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 analyze such investment and the suitability of such investment to such investor's particular circumstances. The Issuer confirms that, as of the date hereof, this Disclosure Document (including the documents incorporated by reference herein, if any) contains all information that is material in the context of the Issue and sale of the Debentures, is accurate in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements herein, in the light of the circumstances under which they are made, not misleading. No person has been authorized to give any information or to make any representation not contained or incorporated by reference in this Disclosure Document 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 been authorized by the Issuer. This Disclosure Document and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly and specifically through a communication by the Company and only such recipients are eligible to apply for the Debentures. All investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this Issue. The contents of this Disclosure Document 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. No invitation is being made to any Persons other than those to whom Application Form(s) along
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with this Information Memorandum being issued have been sent by or on behalf of the Issuer. Any application by a person to whom the Information Memorandum has not been sent by or on behalf of the Issuer shall be rejected without assigning any reason. The Person who is in receipt of this Disclosure Document shall maintain utmost confidentiality regarding the contents of this Information Memorandum and shall not reproduce or distribute in whole or part or make any announcement in public or to a third party regarding the contents without the consent of the Issuer. Each Person receiving this Disclosure Document acknowledges that: Such person has been afforded an opportunity to request and to review and has received all additional information considered by it to be necessary to verify the accuracy of or to supplement the information herein; and Such person has not relied on any intermediary that may be associated with issuance of Debentures in connection with its investigation of the accuracy of such information or its investment decision. The Issuer does not undertake to update the Disclosure Document to reflect subsequent events after the date of the Disclosure Document and thus it should not be relied upon with respect to such subsequent events without first confirming its accuracy with the Issuer. Neither the delivery of this Disclosure Document nor any sale of Debentures made hereunder 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 / Disclosure Document 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 offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation. No action is being taken to permit an offering of the Debentures or the distribution of this Disclosure Document in any jurisdiction where such action is required. The distribution of this Disclosure Document and the offering and sale of the Debentures may be restricted by law in certain jurisdictions. Persons into whose possession this Information Memorandum comes are required to inform them about and to observe any such restrictions. The Disclosure Document is made available to investors in the Issue on the strict understanding that the contents hereof are strictly confidential. Disclaimer of the Debenture Trustee
The Debenture Trustee does not confer any guarantee and will not be responsible for any non-payment of Coupon and Principal Amount or any Outstanding Amount and/ or any loss suffered or any claim made by Debenture Holder(s).
Disclaimer of the Rating Agency (ies)
CARE ratings has assigned the rating based on the information obtained from the Issuer and other reliable sources, which are deemed to be accurate. CARE ratings has taken considerable steps to avoid any data distortion; however, it does not examine the precision or completeness of the information obtained. And hence, the information in this report is presented “as is” without any express or implied warranty of any kind. CARE ratings does not make any representation in respect to the truth or accuracy of any such information. The rating assigned by CARE ratings should be treated as an opinion rather than a recommendation to buy, sell or hold the rated instrument and CARE ratings shall not be liable for any losses incurred by users from any use of this report or its contents. CARE ratings has the right to change, suspend or withdraw the ratings at any time for any reasons.
CARE 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. CARE has based its ratings on information obtained from sources believed by it to be accurate and reliable. CARE does not, however, guarantee the accuracy, adequacy or completeness of any information and is not responsible for any errors or omissions or for the results obtained from the use of such
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information. Most entities whose instruments are rated by CARE have paid a credit rating fee, based on the amount and t ype of instruments. Disclaimer of the Stock Exchange
As required, a copy of this Disclosure Document has been submitted to BSE Limited (hereinafter referred to as “BSE”) for hosting the same on its website. It is to be distinctly understood that such submission of the document with BSE or hosting the same on its website should not in any way be deemed or construed that it has been cleared or approved by BSE; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this document; nor does it warrant that the Debentures will be listed or continue to be listed on the Exchange; nor does it take responsibility for the financial or other soundness of this Issuer, its promoters, its management or any scheme or project of the Company. Every person who desires to apply for or otherwise acquire the Debentures may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against BSE whatsoever by reason of any loss which may be suffered by such Person consequent to or in connection with such subscription/ acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever.
Disclaimer of the SEBI This Disclosure Document has not been filed with SEBI. The Debentures have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this Disclosure Document. It is to be distinctly understood that this Disclosure Document should not, in any way, be deemed or construed that the same has been cleared or vetted by SEBI. SEBI does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue is proposed to be made, or for the correctness of the statements made or opinions expressed in this Disclosure Document. The Issue of Debentures being made on a private placement basis, filing of this Disclosure Document is not required with SEBI; however SEBI reserves the right to take up at any point of time, with the Company, any irregularities or lapses in this Disclosure Document.
DISCLAIMER CLAUSE OF THE ARRANGER
The Issuer is solely responsible for the truth, accuracy and completeness of all the information provided in this Information Memorandum. Neither is the Arranger responsible for preparing, clearing, approving, scrutinizing or vetting this Information Memorandum, nor is the Arranger responsible for doing any due diligence for verification of the truth, correctness or completeness of the contents of this Information Memorandum. The Arranger shall be entitled to rely on the truth, correctness and completeness of this Information Memorandum. It is to be distinctly understood that the aforesaid use of this Information Memorandum by the Arranger should not in any way be deemed or construed to mean that the Information Memorandum has been prepared, cleared, approved, scrutinized or vetted by the Arranger. Nor should the contents of this Information Memorandum in any manner be deemed to have been warranted, certified or endorsed by the Arranger as to the truth, correctness or completeness thereof. Each recipient must satisfy itself as to the accuracy, reliability, adequacy, reasonableness or completeness of the Information Memorandum. The Arranger has not conducted any due diligence review on behalf or for the benefit of the Debenture Trustee or any of the Debenture Holder. Each of the Debenture Holder should conduct such due diligence on the Issuer, the Debentures and the Security, as it deems appropriate and make its own independent assessment thereof. Distribution of this Information Memorandum does not constitute a representation or warranty, express or implied by the Arranger that the information and opinions herein will be updated at any time after the date of this Information Memorandum. The Arranger does not undertake to notify any
19 | P a g e
recipient of any information coming to the attention of the Arranger after the date of this Information Memorandum. No responsibility or liability or duty of care is or will be accepted by the Arranger for updating or supplementing this Information Memorandum nor for providing access to any additional information as further information becomes available. Neither the Arranger nor any of their respective directors, employees, officers or agents shall be liable for any direct, indirect or consequential loss or damage suffered by any Person as a result of relying on any statement in or omission from this Information Memorandum or in any other information or communications made in connection with the Debentures. The Arranger is acting for the Company in relation to the Issue of the Debentures and not on behalf of the recipients of this Information Memorandum. The receipt of this Information Memorandum by any recipient is not to be constituted as the giving of investment advice by the Arranger to that recipient, nor to constitute such a recipient a customer of the Arranger. The Arranger is not responsible to any other Person for providing the protection afforded to the customers of the Arranger nor for providing advice in relation to the Debentures. Please note that: (A) The Arranger and/or their Affiliates may, now and/or in the future, have other investment
and commercial banking, trust and other relationships with the Issuer and with other persons ("Other Persons");
(B) As a result of those other relationships, the Arranger and/or their Affiliates may get information about Other Persons, the Issuer and/or the Issue or that may be relevant to any of them. Despite this, the Arranger and/or their Affiliates will not be required to disclose such information, or the fact that it is in possession of such information, to any recipient of this Information Memorandum;
(C) The Arranger and/or their Affiliates may, now and in the future, have fiduciary or other
relationships under which it, or they, may exercise voting power over securities of various persons. Those securities may, from time to time, include Debentures of the Issuer; and
(D) Each of the Arrangers and/or their Affiliates may exercise such voting powers, and otherwise
perform its functions in connection with such fiduciary or other relationships, without regard to its relationship to the Issuer and/or the Debentures.
Each recipient of this Information Memorandum acknowledges that: (A) each recipient has been afforded an opportunity to request and to review and has received all additional information considered by the recipient to be necessary to verify the accuracy of or to supplement the information contained herein; and (B) such recipient has not relied on the Arranger in connection with its investigation of the
accuracy of such information or its investment decision.
4. FORWARD LOOKING STATEMENTS All statements in this Disclosure Document that are not statements of historical fact constitute “forward looking statements”. Readers can identify forward-looking statements by terminology like “aim”, “anticipate”, “intend”, “believe”, “continue”, “estimate”, “expect”, “may”, “objective”, “plan”, “potential”, “project”, “pursue”, “shall”, “should”, “will”, “would” or other words or phrases of similar import. All statements regarding the Issuer’s expected financial condition and results of operations, business, plans and prospects are forward looking statements. These forward looking statements and any other projections contained in this Disclosure Document (whether made by the Issuer or any third party) are predictions and involve known and unknown
20 | P a g e
risks, uncertainties and other factors that may cause the Issuer’s actual results, performance and achievements to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements or other projections.
The forward looking statements contained in this Disclosure Document are based on the beliefs of the management of the Issuer, as well as the assumptions made by and information available to management as at the date of this Disclosure Document. There can be no assurance that the expectations will prove to be correct. The Issuer expressly disclaims any obligation or undertaking to release any updated information or revisions to any forward looking statements contained herein to reflect any changes in the expectations or assumptions with regard thereto or any change in the events, conditions or circumstances on which such statements are based. Given these uncertainties, recipients are cautioned not to place undue reliance on such forward looking statements. All subsequent written and oral forward looking statements attributable to the Issuer are expressly qualified in their entirety by reference to these cautionary statements.
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5. RISK FACTORS (i) Business Risks
Risk Mitigants Funding Risk Own Contribution Indiabulls Properties Private Limited has a net worth size of Rs. 945
Crores and has has a good track record of profit earnings. Also it is backed by corporate guarantee of Indiabulls Real Estate Limited who has a net worth on a consolidated basis as on 31 March 2016 of Rs. 7,899 crs. Indiabulls Real Estate Limited also has a sizeable land bank of more than 1000 acres (excluding 2500 acres of SEZ land available for development) which is fully paid for.
Debt All existing debts are adequately secured and for the proposed issue security will be created within 90 days of allotment
Development Risk Land /Other Infrastructure Availability
The land for ongoing projects has already been acquired and the construction is also 100% complete.
Regulatory Approvals/ Clearances
All the requisite regulatory approvals from the respective authorities have been satisfactorily obtained. Also considering that the project has already received Occupancy Certificate (O.C.) it has no risk in terms of approval.
Construction Risk Time and cost Overrun
As the Project has already received O.C. and hence there is no risk of time and cost overrun.
Revenue Risk Sales Risk/ Cash flows slower than expected
There are already committed cash flows from the existing sale and as the project is ready and possession is in progress, it is more likely to attract customers thus reducing the sales risk factor.
(ii) External Risks
a) Regulatory Changes
These risks may arise if various concerned authorities amend the regulatory framework including regulations pertaining to direct and indirect taxation, which could impact the Company and its business.
b) General Risks
Investors are advised to read the Risk Factors carefully before taking an investment decision in this offering. For taking an investment decision the investor must rely on their examination of the offer or and the offer including the risks involved. The Issue of Debentures has not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this Disclosure Document.
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6. INFORMATION RELATING TO THE ISSUER
(i) General Information in relation to the Issuer:
Company Secretary and/ or Compliance Officer
Ms. Munmun Ghosh
Debenture Trustee to the Issue
IDBI Trusteeship Services Ltd
Add: Asian Building, Ground Floor, 17, R. Kamani Marg, Ballard Estate, Mumbai – 400 001
Registrar to the Issue
Skyline Financial Services Private Limited
Add: D-153 A, 1st Floor, Okhla Industrial Area, Phase – I, New Delhi-110 020
Credit Rating Agency (ies)
CREDIT ANALYSIS & RESEARCH LTD (CARE)
The Issuer reserves the right to obtain an additional credit rating from any SEBI registered Credit Rating Agency for full or part of the issue, which shall be at least equivalent to the prevailing credit rating to the issue.
Name Indiabulls Properties Private Limited
Registered Office M – 62 & 63, First Floor, Connaught Place, New Delhi – 110 001.
* M/s SRBC & Co. LLP, Chartered Accountants (Firm Registration Number: 324982E), were appointed as Statutory Auditors of the Company for a period of 3 (three) years, to hold office as such from the conclusion of the Annual General Meeting held on September 29, 2014.
MANAGEMENT
Our Board is responsible and has general powers for the management and conduct of our business. The table below shows certain information in respect of the members of our Board as of the date of this offering memorandum:
Name and address Age Designation DIN Occupation
Mr. Venkataraman Sundar R/o D-516, Daffodil, Dosti Acres CHS, Wadala East, Antop Hill, Mumbai – 400037
Mr Venkataraman Sundar is the Vice President Accounts and Finance of Indiabulls Real Estate Limited. He graduated from Delhi University with an honours degree in commerce and is a member of the Institute of Chartered Accountants of India. He has over 14 years of experience in the field of finance, accounts and auditing and has worked with multinational companies including Bank of Tokyo, GE Money and KPMG. His area of specialisation include statutory/ internal audit, finalization of accounts, treasury, fund raising etc.
Mr. .Rajeev Prabhakar Pitkar , (DIN: 02205946)
Mr. Rajeev Prabhakar Pitkar is Director of Indiabulls Properties Private Limited since September 2012, and had done B.Com & MBA in Finance from University of Mumbai. He has overall experience of 19 years, with specialisation in Accounts, Finance & Verification of Land acquisition documents. He had joined Indiabulls Group in November, 2007.
Company Secretary
Ms. Munmun Ghosh is the Company Secretary of the Company (For contact details refer to the cover page). (ii) Details of change in directors since last three years: Not Applicable
(iii) Details of default, if any, including therein the amount involved, duration of default
and present status, in repayment of : (a) statutory dues: Nil (b) debentures and interest thereon: Nil (c) deposits and interest thereon: NA (d) loan from any bank or financial institution and interest thereon: Nil
(iv) Nodal/ compliance officer of the Company, for the private placement of Debentures:
Name Ms. Munmun Ghosh Designation Company Secretary Address “Indiabulls Finance Centre”,
(v) A brief summary of the business activities of the Issuer and its line of business.
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(i) Overview Indiabulls Properties Private Limited (IPPL), an Indiabulls Group company registered in India,is a 100% indirect subsidiary of Indiabulls Properties Investment Trust (IPIT), a business trust registered in the Singapore. IPPL was incorporated in 2005 and is in the business of developing real estate, including residential and commercial projects. Indiabulls Real Estate Limited (IBREL) is the sponsor of Indiabulls Properties Investment Trust (IPIT), with a 54.95%ownership interest.
IPPL is a part of the Indiabulls group, promoted by Mr.Sameer Gehlaut a graduate from IIT Delhi and is responsible for all strategic/ management decisions of the Company. The day-to-day operations of functions like construction, finance, marketing, project management, etc. is managed by experienced professionals.
Indiabulls group is one of the country's leading business houses with business interests in financial services, real estate and related infrastructure.
IBREL is the flagship company of the group. It was incorporated on April 04, 2006 with the main objective of carrying on the business of real estate project advisory, construction and development of real estate projects. IBREL is a company listed on NSE, BSE and Luxembourg Stock Exchanges.
IBREL Group is managed by the highly qualified professionals having wide experience in the field of real estate development and related industries. The group is very well positioned to be the top player in the Indian Real estate industry, some of the factors that contribute to achieving this goal are:
Land acquired at strategic Location Strong Execution Capabilities On time delivery
IBREL have extended footprint across India with projects being developed in Mumbai, Panvel, Savroli, Nashik, Gurgaon, Chennai, Madurai, Vadodara, Ahmedabad, Hyderabad and Indore.
(ii) Corporate Structure: LIST OF SUBSIDIARY COMPANIES OF INDIABULLS PROPERTIES PRIVATE LIMITED AS ON 31 July, 2016
Sr. No. Name of Subsidiary Company 1. Indiabulls Realty Developers Limited
Total of Non Current Liabilities 1,883.34 1,372.68 1,140.18
Current Liabilities
Short-term borrowings - - 350.00
Trade Payables 15.76 17.10 16.60
Other current liabilities 2,112.97 1,980.15 2,056.35
Short-term provisions - 0.24 0.56
Total of Current Liabilities 2,128.72 1,997.49 2,423.51
Total of Equity and Liabilities 4,413.41 4,255.54 4,508.84
ASSETS
Non Current Assets
Fixed Assets
Tangible assets 1,359.43 1,329.47 1,300.68
Intangible assets 0.02 0.22 0.15
Capital work in progress - - -
Non-current investments 0.00 0.00 0.00
Deferred Tax Assets - - -
Long-term loans and advances 636.88 51.49 68.83
Other non-current assets - 2.07 -
Total of Non Current Assets 1,996.33 1,383.26 1,369.67
Current Assets
Current Investments - 0.00 - -
Inventories 2,317.70 2,272.18 2,373.25
Trade Receivables 19.11 17.62 25.10
Cash and bank balances 37.20 42.39 47.69
Short-term loans and advances 43.06 540.09 693.13
Other current assets - - -
Total of Current Assets 2,417.07 2,872.28 3,139.17
Total of Assets 4,413.41 4,255.54 4,508.84
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STANDALONE CASH FLOW STATEMENT FOR LAST 3 YEARS (Rs. In Crores)
Particulars
For the year ended
For the year ended
For the year ended
March 31, 2014
March 31, 2015
March 31, 2016
A Cash flow from operating activities :
Net Profit before tax -
4.70 74.58 53.01
Depreciation and amortisation expenses 21.71 31.35 31.41
Provision for doubtful debts - - -
Provision for doubtful advances - 1.01 - 0.04
Provision for gratuity and compensated absences - 0.47 0.56
Finance costs (net) 85.29 106.53 108.30
Profit on sale of fixed assets
- 7.42
- -
Interest on income tax refund - - - 0.48
Straight lining of fit out rental income 7.75 -
10.96 1.33
Operating Profit before Working Capital Changes 102.63 202.98 194.09
Working Capital changes and other adjustments
Increase in trade receivables -
5.50 -
6.24 -
7.48
Decrease in inventory
- 1,353.30
288.28 133.09
(Increase)/decrease in long-term and short-term loans and advances 6.12 135.19 - 154.12
Increase /(decrease) in Trade payables /long-term and current liabilities 1,440.89
- 62.08
29.03
Cash generated from operating activities 190.84 558.14 194.62
Less: Income tax (paid)/refund received,net -
11.95 -
20.94 -
16.84
- - -
Net cash generated from operating activities 178.89 537.20 177.78
B Cash flow from investing activities :
Purchase of fixed assets
- 0.26
- 18.75
- 5.70
Sale of fixed assets 9.90 - -
Capital advances - - -
Purchase of units of mutual funds
- 5,305.09
- 1,364.73
- 2,092.65
Redemption of units of mutual funds 5,305.09 1,364.73 2,092.65
Dividend received on units of mutual funds 1.55 0.33 0.44
Interest received on deposit account 1.65 4.48 2.68
Investment in subsidiary -
0.00 - -
Fixed deposits pledged with bank
- 22.07
- 1.88
- 208.94
Redemption of fixed deposits pledged with bank - 0.00 222.92
Net cash generated from / (used in) investing activities
- 9.23
- 15.82
11.40
C Cash flow from financing activities :
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Long term loan proceeds from bank 1,950.00 805.66 254.55
Repayment of long term loan to bank
- 1,855.21
- 909.96
- 451.36
Short term loan proceeds from bank - 1,021.40 1,222.00
Repayment of short term loan to bank -
- 1,063.88
- 872.00
Buyback of equity shares -
- 18.43
-
Issue of debentures 50.60 - -
Interest on debentures and fixed loans
- 195.57
- -
Interest on fixed loans -
126.23 -
170.22 -
146.21
Interest paid on term loan (from others) -
- 180.56
- 178.97
- - -
Net cash (used in)/ generated from financing activities
- 176.42
- 515.99
- 171.98
D Exchange difference on translation of balances denominated in foreign currency
E Cash and cash equivalents of subsidiaries
-
F Net (decrease) in cash and cash equivalents ( A+B+C +D+E) - 6.75
5.39 17.20
G Cash and cash equivalents at the beginning of the year 43.95 37.01 30.48
H Cash and cash equivalents at the end of the year ( F + G +H) 37.20 42.39 47.69
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(iv) Gross Debt: Equity Ratio of the Company (consolidated):
Before the issue of debt securities 1.69*
After the issue of debt securities 2.06* * based on the net worth as on March 31, 2016
(v) Brief history of the issuer since its incorporation giving details of its activities
including any reorganization, reconstruction or amalgamation, changes in its capital structure, (authorized, issued and subscribed) and borrowings, if any.
Indiabulls Properties Private Limited (“the Company”, “IPPL”) was incorporated on March 18, 2005. Following are the details of capital structure:
Details of Share Capital as on 31 July, 2016:
Sr. No. Particulars Amount (Rs.)
SHARE CAPITAL
a. Authorized Equity Share Capital* 54,00,000 Equity Shares of Rs. 10/- each 5,40,00,000
5,26,00,000 Preference Shares of Rs. 10/- each
52,60,00,000
Total 58,00,00,000
b. Issued, Subscribed & Paid-up Share Capital
32,21,601 Equity Shares of Rs. 10/- each 3,22,16,010
Total 3,22,16,010 *Authorised Capital was reclassified, pursuant to shareholders’ approval granted at the Extraordinary General Meeting held on September 11, 2014.
Change in Capital Structure – Authorised Share Capital as on 31 July, 2016 for the last five years:
Authorised Share Capital History of the Company since Incorporation till July 31, 2016
Date Authorised Capital
(Rs.)
Composition (No. of Shares &
Face Value) Remarks 11,Sep 2014
580,000,000 54,00,000 Equity Shares of Rs. 10/- each and 5,26,00,000 Preference shares of Rs. 10/- each
2,400,000 Preference Shares of Rs. 10/- each, being part of Authorised Share Capital, were reclassified as 2,400,000 Equity Shares of Rs. 10/- each
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Changes in capital structure as on 31 July, 2016 for the last five years:
Equity Share Capital History of the Company since Incorporation till 31 July, 2016
Equity Shares of face value Rs. 2 each*
Date of Allotment
No. of Equity shares
Issue Price per share (Rs.)
Premium per share (Rs.)
Consideration (Cash, other than cash)
Nature of Allotment
Cumulative
No. of Equity shares
Equity Share Capital (Rs)
31-Mar-13 9,002 60,000 59,990 Cash Issue of Equity Shares upon conversion of 54,012,939 Convertible Preference Shares.
2,869,536
28,695,360
16-Oct-14
367,915
11,630 11,619.99 approx.
Cash Issue of Equity Shares upon conversion of 4,278,851 Compulsorily Convertible Debentures (CCDs) of Rs. 1,000 each.
3,237,451
32,374,510
13-Nov-14
(15,850)
N.A.
N.A.
N.A.
Extinguishment of Equity shares pursuant to Buy Back
3,221,601
32,216,010
(vi) Details of acquisition or amalgamation in the last one year: NIL
(vii) Details of reorganization or reconstruction in the last one year: NIL
(viii) Details of shareholding of the Company as on 31 July, 2016:
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Sr.No. Particulars Total No of Equity
Shares held No. of Equity Shares in demat form
Total shareholding as % of total no of equity shares
1. M Holdco2 Limited 11,44,202 11,44,202 35.52%
2. FIM Holdco I Ltd. 13,53,464 13,53,464 42.01%
3. Ariston Investments Sub A Limited
3,71,870 3,71,870 11.54%
4. Navilith Holdings Limited
3,52,065 3,52,065 10.93%
Total 32,21,601 32,21,601 100.00%
(ix) Holding of Promoters, Promoter Group and Persons Acting in Concert (PACs) of the Company as on July 31, 2016:
Details of Shareholding of Promoters, Promoter Group and Persons Acting in Concert (PACs), as on 31 July, 2016, are given herein below:
Sr. No.
Name of Shareholder
Details of Shares held Number of shares held
%
Promoters, Promoter Group and PACs Nil Nil 1 Indiabulls Real Estate Limited*
Total *Ultimate Holding Company
(x) A list of Top Ten Equity Shareholders (other than Promoters/Promoter group/PACs) of the Company as on 31 July, 2016: Not Applicable
(xi) Details of borrowings of the Company (as on 31 July, 2016): Details of Secured Loan Facilities
Type of facility
Tenor / Period of Maturity (In Years)
Interest Rate (%)
Outstanding Amount (Rs in crores) Security
Lease Rent Discounting 9 9.85% 678.00
Mortgage Created over the specific Property of the company including
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the receivables of that property.
Lease Rent Discounting 9 9.85% 121.63
Mortgage Created over the specific Property of the company including the receivables of that property.
Lease Rent Discounting 9 9.90% 247.18
Mortgage Created over the specific Property of the company including the receivables of that property.
Lease Rent Discounting 9 9.90% 199.95
Mortgage Created over the specific Property of the company including the receivables of that property.
Lease Rent Discounting 12 9.90% 337.57
Mortgage Created over the specific Property of the company including the receivables of that property.
Details of NCDs : Nil Debenture Series
Tenor / Period of Maturity (In Years)
Coupon (%)
Outstanding Amount (Rs in crores)
Date of Allotment
Redemption Date / Schedule
Credit Rating
Secured / unsecured
Security
(xii) Details of Unsecured Loan Facilities (as on 31st July 2016) NIL (xiii) List of Debenture Holders: As on 31 July, 2016, following were the holders of
Compulsorily Convertible Debentures of Rs. 1,000 each:
S.no Name of Debenture Holders No. of
Debentures Total Amount of Debentures (Rs.)
1 Navilith Holdings Limited 505,953 505,953,000
(xiv) The amount of corporate guarantee issued by the issuer along with name of counterparty :Nil
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(xv) Details of Commercial Paper: as on 31 July 2016 - NIL
Party Name (in case of Facility) / Instrument Name
Principal Amount
outstanding (Rs. In crores)
Discounting %
No of days Due date
NA NA NA NA NA
(xvi) Details of Rest of the borrowing ( if any including hybrid debt like FCCB, Optionally
Convertible Debentures / Preference Shares ) as on 31 July 2016: NIL Party Name ( in case of Facility)/ Instrument Name
Type of Facility/ Instrument
Amt Sanctioned / Issued
Principal Amt outstanding
Repayment Date/ Schedule
Credit Rating
Secured / Unsecured
Security
NA NA NA NA NA NA NA NA
(xvii) 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
(xviii) Details of any outstanding borrowings taken/ debt securities issued where taken /
issued (i) for consideration other than cash, whether in whole or part, (ii) at a premium or discount, or (iii) in pursuance of an option; - Nil
(xix) Any material event/ 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 / continue to invest in the debt securities.
Other than those listed below, there is no (i) litigation against us whose outcome could have a material and adverse effect on our consolidated results of operations or financial position; (ii) litigation against our Directors involving violation of statutory regulations or alleging criminal offence; (iii) criminal/civil prosecution against our Directors in respect of tax liabilities; (iv) proceeding initiated for economic offences against us and our Directors; (v) material and adverse finding against us as regards compliance with the securities laws; (vi) outstanding litigation or default relating to matters likely to materially and adversely affect our operations and finances, including disputed tax liabilities and prosecution under any enactment in respect of Schedule V to the Companies Act; (vii) outstanding litigation, default, non- payment of statutory dues, proceeding initiated for economic offences or civil offences (including any past case, if found guilty), any disciplinary action taken by SEBI or any recognized stock exchange against us and our Directors; and (viii) creditor, including any small scale undertaking, to whom we owe a sum exceeding USD 500,000 which is outstanding for more than 30 days.
For this purpose, we define “material and adverse effect on our consolidated results of operations or financial position” as pending litigation: (a) where the aggregate amount involved in any individual litigation exceeds USD 2,000,000; (b) where the decision in one case is likely to affect the decision in similar cases, even though the amount
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involved in a single case individually may not exceed USD 2,000,000; and (c) any other litigation which could reasonably be expected to result in a material and adverse effect on our business as a whole.
We confirm that neither: (i) we; nor (ii) Promoters, Directors, natural persons in control of the Promoters or companies with which any of our Promoters or Directors are associated as a promoter, director or person in control, are debarred or prohibited from accessing the capital markets under any order or direction passed by SEBI or any other authority.
None of us, our Promoters and the relatives of our Promoters has been declared as willful defaulters by the RBI or any other governmental authority and there has been no violation of any securities law committed by any of them in the past and no such proceedings are pending against any of them.
1 Arbitration 2.9.2015 Trafigura Global Services Pvt. Ltd.
Indiabulls Properties Pvt. Ltd.
Arbitration pending before Justice V.N. Khare, Justice Bharucha and Justice Deepak Varma
Rs.1,53,61,46,905/-
IPPL had given 3rd to 8th floors of 1 Indiabulls Centre Project to Trafigura on lease basis adm.1,10,243 sq. ft alongwith 137 parkings. Lease Deed was terminated by Trafigura on the ground that the Leased Premises was not in usable condition. IPPL has denied the claim of Trafigura, challenged the termination and raised Counter Claim against Trafigura for a sum of Rs. 307,30,19,684/-
Pending for framing of issues
2 Criminal Complaint No.1420/SS/2015
24.11.2015
Indiabulls Properties Pvt. Ltd.
Basar Stainless Steel Pvt. Ltd. & Others
23rd Court, Esplanade Court, Mumbai
Rs.90,08,717/-
Basar did not pay licence fees and the Cheques were dishonoured. IPPL has filed criminal proceeding under section 138 of Negotiable Instruments Act.
Pending for Evidence
3 Consumer Complaint No.414/2013
Shri Sanjay Jawaharlal Khanna & Another
Indiabulls Properties Pvt. Ltd.
NCDRC, New Delhi
Rs.81,81,440/-
Customer applied for cancellation of booking. IPPL applied cancellation charges and refunded the balance amount. The Customer has approached National consumer forum claiming full refund of money without any deduction.
Pending for hearing
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4 Company Petition No.496/2013
27.06.2013
Indiabulls Properties Pvt. Ltd.
Treasure World Developers Pvt. Ltd.
High Court Bombay
Rs.2,54,11,397.94
Winding up Petition is filed by IPPL against Treasure World Developers Pvt. Ltd. to recover outstanding Licence Fees, Maintenance and Electricity charges including for un-expired lock-in period for unit No.1103 of One Indiabulls Centre, Lower Parel, Mumbai 400 013
Pending for hearing
(xx) Abridged version of audited consolidated and standalone financial information
(like profit & loss statement, balance sheet and cash flow statement) for at least last three years and auditor qualifications, if any) – Please refer to title ” financial Information”
(xxi) Any material event/development (or change at the time of issue or subsequent to the issue which may affect the issue or the investor’s decision to invest/come to invest in the debt securities) - Please refer to the chapter titled Risk Factors
(xxii) Particulars of debt securities issued (i) for consideration other than cash, whether in whole or part, (ii) at premium or discount, or (iii) in pursuance of an option.
The Company confirms that it has not issued any shares or debt securities or agreed to issue any shares or debt securities for consideration other than cash, whether in whole or in part, at a premium or discount or in pursuance of an option since inception.
(xxiii) Particulars of any default in repayment of any statutory dues, debentures and interest thereon and deposits and any interest thereon. - NIL
(xxiv) Particulars of the valuer who performed the valuation of the security Name Address
Cushman and Wakefield (India) Pvt. Ltd.
Block B02, 8th Floor, Nirlon knowledge park, Off Western Express Highway, Goregoan (E), Mumbai – 400063
(xxv) Particulars of any contribution being made by the directors or shareholders of the Issuer as part of the offer or separately in furtherance of the objects of the Issue - NIL
(xxvi) Any financial or other material interest of the directors, promoters or key
managerial personnel in the offer and the effect of such interest in so far as it is different from the interests of other persons; - Nil
(xxvii) Details of any litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against Issuer during the last three years immediately preceding the year of the circulation of the offer letter and any direction issued by such Ministry or Department or statutory authority
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upon conclusion of such litigation or legal action shall be disclosed
Sr.No Co. Name F.Y Authority with which
case pending 1 Indiabulls Properties Private Limited 2011-12 CIT (A)
(xxviii) Remuneration of directors – Indiabulls Properties Private Limited on Standalone basis (during the current year and last three financial years) (Amount in Rupees) Name Salary and allowance Monetary value
of perquisites
Nil
(xxix) Related party transactions entered during the last three financial years immediately preceding the year of circulation of offer letter including with regard to loans made or, guarantees given or securities provided
Nature of Transaction Year ended
Subsidiary Fellow Subsidiary
Enterprises that directly
and indirectly have
significance influence over the reporting
period
Total
Companies Companies Companies
Investment in equity shares of subsidiary companies
31-Mar-16 -
-
31-Mar-15 -
-
31-Mar-14 49,000
49,000
Issue /(conversion)of Compulsory of converted debentures
31-Mar-16
-
31-Mar-15
- 4,278,851,000
- 4,278,851,000
31-Mar-14
505,953,000
505,953,000
Buy Back of Shares
31-Mar-16
-
31-Mar-15
184,335,500
184,335,500
31-Mar-14
-
Inter corporate deposits given*
31-Mar-16
1,278,000,000
1,278,000,000
31-Mar-15 220,000
220,000
31-Mar-14 25,000
25,000
Inter corporate deposits received 31-Mar-16
828,000,000
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back* 828,000,000
31-Mar-15
-
31-Mar-14
-
Income
-
Interest income
31-Mar-16
-
31-Mar-15
-
31-Mar-14
-
Income from real estate project advisory/construction services
31-Mar-16
-
31-Mar-15
-
31-Mar-14
-
Dividend Income
31-Mar-16
-
31-Mar-15
-
31-Mar-14
-
Expenses
-
Construction contract expenses/(credit)
31-Mar-16
-
31-Mar-15
-
31-Mar-14
-
Reimburshment of expenses
31-Mar-16
-
31-Mar-15
5,856,099
5,856,099
31-Mar-14
-
Marketing Commission or Brokerage expense reimbursed by
31-Mar-16 11,442,082
11,442,082
31-Mar-15
40,134,891
40,134,891
31-Mar-14 253,334,780
253,334,780
Project Management fees
31-Mar-16
-
31-Mar-15
145,000,000
145,000,000
31-Mar-14
220,000,000
220,000,000
General Management Fees
31-Mar-16
-
31-Mar-15 8,959,172
8,959,172
31-Mar-14
-
Property Management fees 31-Mar-16
44,585,133
44,585,133
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31-Mar-15
48,511,511
48,511,511
31-Mar-14
42,527,001
42,527,001
Lease Management fees
31-Mar-16
22,292,566
22,292,566
31-Mar-15 24,255,756
24,255,756
31-Mar-14
21,263,013
21,263,013
(xxx) Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of offer letter and of their impact on the financial statements and financial position of Indiabulls Properties Private Limited and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark – Nil
(xxxi) Details of any inquiry, inspections or investigations initiated or conducted under the Companies Act or any previous company law in the last three years immediately preceding the year of circulation of offer letter in the case of Issuer. Also if there were any prosecutions filed (whether pending or not) fines imposed, compounding of offences in the last three years immediately preceding the year of the offer letter and if so, section-wise details thereof for Issuer - NIL
(xxxii) Details of acts of material frauds committed against Issuer in the last three years,
if any, and if so, the action taken by the company - NIL (xxxiii) Particulars of any change in accounting policies during the last three years and their
effect on the profits and the reserves of Issuer - NIL (xxxiv) Complete details of the assets on which the charge is to be created along with the
description nature, title location, value and basis of valuation
Registered Mortgage on 38 unsold flats of Indiabulls Sky, saleable area abt 147,644 sft,
and all future receivables if any as pertains to these 38 flats alongwith the land thereto within 90 days from the deemed date of allotment.
Board resolution and other such documents as may be required for the completion of the mortgage.
Corporate Guarantee of Indiabulls Real Estate Limited to the extent of the facility amount.
Post Dated Cheques (PDCs)/ Undated Cheques (UDCs) for Coupon & Principal, in favor of the IDBI Trusteeship Services Limited
Hypothecation on the Rs. 96 Crore receivables from pre-sold 58 sold flats of Indiabulls Sky
DCF method to be used for valuation purpose.
ISSUE RELATED INFORMATION
(i) Details of debt securities issued and sought to be listed including face
value, nature of debt securities, and mode of issue i.e. public issue or private placement
In terms of this Disclosure Document, the Company intends to raise an amount
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of upto Rs. 3,500,000,000 (Rupees Three Hundred and Fifty Crores only) through the issue of redeemable, non-convertible, taxable listed and transferable Debentures of face value Rs. 10,00,000 (Rupees Ten Lakh only), each issued by the Issuer through private placement and proposes to list such Debentures on WDM. Further details about the securities sought to be listed are provided below.
7. TERMS PERTAINING TO THE ISSUE (hereinafter referred to as the “Term Sheet”) No. Item Particulars 1. Issuer Indiabulls Properties Private Limited (IPPL) 2. Instrument/
Facility Face Value
non-cumulative, rated, redeemable, non-convertible, taxable, listed and tradable debentures of the face value Rs. 10,00,000 (Indian Rupees Ten Lakhs) each to be issued by the Issuer pursuant to this Information Memorandum and Debenture Trust Deed
3. Issue Size INR 3,500,000,000 (Rupees Three Hundred and Fifty
Crores only)
4. Mode of Placement On private placement basis to all eligible investors 5. Coupon rate Zero Coupon Bond. 6. Tenor 3 years (with Annual Put option) 7. Redemption Amount At Par along with the Interest accrued. 8.
Early Redemption Shall mean the Prepayment/Call option and the Acceleration Redemption Clause, as set out in this Term Sheet
9. Security Secured by the following security which shall be created in 90 days from the deemed date of allotment favor of the Debenture Trustee, to maintain FACR of 1.5x through the tenor of the NCD’s (Issuer to provide alternate security acceptable to bondholders, in case of FACR falling below 1.5x threshold on sale of units mortgaged or prepay at par to maintain the FACR):
1. 38 unsold flats of Indiabulls Sky, saleable area abt 147,644 sft, and all future receivables if any as pertains to these 38 flats
2. Rs 96 Crore receivables from pre-sold 58 sold flats of Indiabulls Sky
3. Valuation shall be conducted on an annual basis. The valuation shall be the lower of the valuation exercise carried out by the external valuer acceptable to the Investor and the rate which is the average of the rate of flats sold in the preceding 6 months.
10. Prepayment/Call option
Upto Rs. 15 Cr per quarter may be prepaid at par at the end of each quarter. Any amount in excess of cumulated Rs 15 Cr / quarter to be prepaid shall attract a 1% prepayment penalty.
11. Settlement Credit to the demat account of the investor with NSDL /
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CDSL - the credit shall need to be given within 2 days of allotment
12. Coupon rate Zero Coupon Bond 13. Default Interest 2% (two per cent) for delay in creation and/or perfection of
Security 2% (two percent) for non – compliance of any of the terms and conditions stipulated under the Debenture Trust Deed 2% (two per cent) for delay in listing
14.
Acceleration Redemption Clause
The acceleration clause for immediate redemption of the amount outstanding (principal & accrued interest and penal interest if applicable) against the debentures, shall be triggered if:
There is a downgrade in any of the Issuer’s or the Guarantor(s)’ long term instruments (by two notch or more) by any of the rating agencies that rated the company at time of issue as mentioned above, or
Less than 2 flats of Indiabulls Sky have been sold in the last six months
a flat has been sold of Indiabulls Sky at a rate lower than Rs 28000per sq feet, or
One quarter loss on consolidated basis of the Guarantor
Total Consolidated Gross Debt (incl debt of IPIT) of the Guarantor exceeds Rs 10000 Crore
Consolidated EBITDA of the trailing 4 quarters of the Guarantor (IBREL) including associate companies, namely IPIT, falls below Rs 1200 Crore
There is no longer Name and Brand logo sharing between Indiabulls Real Estate and Indiabulls Housing Finance Ltd
Sameer Gehlaut ceases to be the Promoter of the Guarantor and on the Board of Directors
Any member of the Board of Directors is imprisoned Any Material Adverse Change as determined by the
Debenture Trustee impacting the Issuer and Guarantor
Cross Default across any of the issuer, Guarantor or any associate or subsidiary of the Issuer / Guarantor
Borrowing at IPPL exceeds Rs 2700cr EBITDA of IPPL falls below Rs 150 Crore
Testing to be done on semi annual basis, except rating which is immediate a basis.
15. Information to be provided by Issuer The issuer shall provide a certificate that all clauses
mentioned under “accelerated redemption clause” have been met and the acceleration of redemption has consequently not been triggered within 15 days of completion of the quarter. Any acceleration shall be communicated by way of written Notice to the Company. The Company shall make all the payments due on the
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Debentures within 15 days from the date of such Notice.
16. Yield All rates on an XIRR basis
10.60% in case put is exercised at Year 1
10.70% in case put is exercised at Year 2
10.80% in case held till maturity. 17. Purpose
General Corporate Purpose
18. Dematerialization of NCDs The NCDs will be credited within 2 (Two) working days of the Deemed Date of Allotment.
19. Name of the Depository
NSDL/ CDSL
20. Business Day Convention
In the event the Coupon Payment Date or Repayment Date is not a Business Day, the Principal Amount and Coupon payable on such Coupon Payment Date or Repayment Date, as the case may be, shall be payable in the following manner: in case of Coupon, payment shall be done on the
immediately succeeding Business Day with Coupon upto the day preceding the actual date of payment. The Coupon payment for the succeeding period shall be adjusted accordingly;
in case of Principal Amount, repayment shall be done on the immediate preceding Business Day with Coupon upto the day preceding the actual date of payment.
21. Role and Responsibilities of the Debenture Trustee
The Trustees shall perform its duties and obligations and exercise its rights and discretions, in keeping with the trust reposed in the Trustees by the Debenture Holder(s) and shall further conduct itself, and comply with the provisions of all Applicable Law, provided that, the provisions of Section 20 of the Indian Trusts Act, 1882, shall not be applicable to the Trustees. The Trustees shall carry out its duties and perform its functions as required to discharge its obligations under the terms of SEBI Regulations, the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993, the Debenture Trustee Appointment Agreement, Debenture Trust Deed, Disclosure Document and all other related Debenture Documents, with due care, diligence and loyalty. The Trustees shall be vested with the requisite powers for protecting the interest of Debenture Holder(s). The Trustees shall ensure disclosure of all material events on an ongoing basis. The Issuer shall, till the redemption of Debentures, submit its latest audited/ limited review half yearly consolidated (wherever available) and standalone financial information such as statement of profit & loss, balance sheet and cash flow statement and auditor qualifications, if any, to the Trustee within the timelines as mentioned in Simplified Listing Agreement issued by SEBI vide circular No. SEBI/IMD/BOND/1/2009/11/05 dated May 11, 2009
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as amended. 22. Governing Law and
Jurisdiction Debenture Documents including this Disclosure Document shall be governed by and construed in accordance with Indian law.
23. Rating Covenant On a one notch rating downgrade for either the Issuer or the Guarantor, the XIRR shall increase by 30 bps.
24. Eligible Investors Banks, Mutual Funds, Financial Institutions, Insurance Corporations, Corporate Investors & individuals. There shall be no negative list of investors
8. OTHER DETAILS PERTAINING TO THE ISSUE (i) Issue Structure and Process
TERMS OF OFFER (DETAILS OF DEBT SECURITIES PROPOSED TO BE ISSUED, MODE OF ISSUANCE, ISSUE SIZE, UTILIZATION OF ISSUE PROCEEDS, STOCK EXCHANGES WHERE SECURITIES ARE PROPOSED TO BE LISTED, REDEMPTION AMOUNT, PERIOD OF MATURITY, YIELD ON REDEMPTION, DISCOUNT AT WHICH OFFER IS MADE AND EFFECTIVE YIELD FOR INVESTOR)
This is a confidential Information Memorandum setting out the terms and conditions pertaining to issue of secured Listed Redeemable Non-Convertible Privately Placed Tradable Taxable Debentures of face value of INR 1,000,000/- (Rupees Ten Lakhs) each for cash at par to be issued by Indiabulls Properties Private Limited. Your participation is subject to the completion and submission of Application Form along with cheque(s) / draft(s) and acceptance of the offer by the Company.
(ii) Issue Size The issuer proposes to issue the NCDs aggregating to Rs 3,500,000,000 (Rupees Three Hundred and Fifty Crores) of the face value INR 10,00,000/- (Rupees Ten Lakhs) each.
(iii) Details of utilization of issue proceeds As set out under the definition of ‘Object’ above.
(iv) Authority for the Issue This private placement of Debentures is being made pursuant to the resolution passed by shareholders of the Company under Section 42 of the Companies Act, 2013 (‘the Act’), at the Extraordinary General Meeting of the Company held on December 01, 2015, and the resolution passed by the Board of Directors of Indiabulls Properties Private Limited, at its meeting held on June 10, 2016. The private placement of Debentures is within the overall borrowing limits of the Company as set out in the resolution passed by the shareholders of the Company under Section 180(1)(c) of the Companies Act, 2013 at the extra-ordinary general meeting of the Company held on December 01, 2015.
(v) Payment Terms The full face value of the Debentures applied for is to be paid along with the Application Form.
Investor(s) need to send in the Application Form and the RTGS / cheque(s)/ demand draft(s) for the full face value of the Debentures applied for.
(vi) Interest on Application Money Interest on application money at the applicable rate (subject to deduction of TDS at the rate prevailing from time to time under the provisions of the IT Act, or any other
P a g e | 49
statutory modification or re-enactment thereof) will be paid to the applicants. Such interest shall be paid from the date of realisation of RTGS / demand draft(s) upto the date immediately preceding the Deemed Date of Allotment and shall be sent along with the letter(s) of allotment/ intimation of allotment. No interest on application money shall be paid to the applicants whose applications are rejected. In the case of applicants whose applications are accepted in part, no interest shall be paid on the portion of the application money refunded to them.
(vii) Yield on the Debentures Yield at the applicable Yield Rate will be made by way of RTGS/ NEFT/ to the Debenture Holder(s) whose name appears in the List of Beneficial Owners given by the Depository to the Company as on the Record Date. Coupon in all cases shall be payable on the amount outstanding on an actual /actual day count basis, i.e., actual number of days elapsed divided by the actual number of days in the year. Payment towards Coupon shall be made by RTGS. If the due date for payment of Coupon falls on a Sunday or any other holiday or on a non-clearing day, the payment shall be made by the Company on the immediately preceding Business Day as per SEBI circular no CIR/IMD/DF/18/2013, dated October 29, 2013.
(viii) Tax Deduction at Source Tax as applicable under the IT Act, or any other statutory modification or re-enactment thereof will be deducted at source. Tax exemption certificate/ document, under Section 193 of the IT Act, if any, must be lodged at the registered office of the Company or at such other place as may be notified by the Company in writing, at least 30 (thirty) calendar working days before the Coupon Payment Date.
Tax exemption certificate / document in respect of non-deduction of tax at source on interest on application money, must be submitted along with the Application Form.
(ix) Tax Benefits Under the existing provisions of the IT Act for the time being in force, the following tax benefits and deductions will be available to the Debenture Holder(s) of the Company subject to the fulfillment of the requirements of the relevant provisions. The tax benefits are given as per the prevailing tax laws and may vary from time to time in accordance with the amendments or enactment thereto. As alternate views are also possible, the Debenture Holder(s) are advised to consult their own tax advisers on the tax implications of the acquisition, ownership and sale of Debentures, and income arising thereon.
To Eligible Institutions
a) Mutual Funds registered under the Securities and Exchange Board of India Act, 1992 or regulations made there under or such other mutual fund sets up by public sector bank or public financial institution or authorised by RBI and notified by the Central Government will, subject to the provisions of Chapter XII-E, be exempted from income tax on all their income, including from investment in bonds/ Debentures under the provisions of Section 10(23D) of Income Tax Act.
b) No Wealth Tax is payable in respect of investments in Debentures of the Company.
Notes:
1. All the above benefits are as per the current tax laws as amended by the Finance Act, 2009;
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2. The stated benefits will be available only to the sole/ first named Debenture Holder in case the Debentures are held by joint holders.
(x) Debenture Redemption Reserve (DRR) The Company shall create a Debenture Redemption Reserve (DRR) during the tenure of NCDs in accordance with the provisions of the Companies Act, 2013 (as amended) and Rule18 (7) (a) to (e) of The Companies (Share Capital and Debentures) Rules, 2014 and circulars issued by the Ministry of Corporate Affairs in this regard from time to time.
(xi) Redemption The Debentures will be redeemed at par.
The Debenture Holders may at the request of the Company in suitable circumstances and also in the absolute discretion of the Debenture Holders, subject however to Applicable law for the purpose, revise / pre pone / postpone redemption of the Debentures or any part thereof on such terms and conditions as may be decided by the Company in consultation with the Debenture holders (see Modification of Rights).
Payment on Redemption
Payment on redemption will be made by RTGS/NEFT in the name of the Debenture holder whose name appears on the List of Beneficial Owners given by Depository to the Company as on the Record Date.
The Debentures shall be taken as discharged on payment of the entire outstanding Principal Amount by the Company on maturity to the List of Beneficial Owners as provided by NSDL/ CDSL/ Depository Participant. Such payment will be a legal discharge of the liability of the Company towards the Debentures. On such payment being made, the Company will inform NSDL/ CDSL/ Depository Participant and accordingly, the account of the Debenture Holders with NSDL/ CDSL/ Depository Participant will be adjusted. The Company's liability to the Debenture Holders towards all their rights, including for payment or otherwise shall cease and stand extinguished from the due date of redemption in all events. Further, the Company will not be liable to pay any interest or compensation from the date of redemption. On the Company dispatching the amount as specified above in respect of the Debentures, the liability of the Company shall stand extinguished.
(xii) Creation of Security
English Mortgage over the Mortgaged Property together with all building and structures, fixtures, etc. thereon attached to the earth or permanently fastened to anything attached on the earth or attached to anything permanently fastened to earth as being created hereinafter;
Charge on the Receivables and the Escrow Account as being created under the Deed of Hypothecation;
9. Debentures Trustee The Company has appointed IDBI Trusteeship Services Ltd. as Debenture Trustee in respect of the Debentures. The Company will enter into a Debenture Trust Deed, inter-
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alia, specifying the powers, authorities and obligations of the Company and the Trustee in respect of the Debentures.
The Debenture Holders shall, without any further act or deed, be deemed to have irrevocably given their consent to and authorised the Trustee or any of their agents or authorised officials to do, inter alia, all such acts, deeds and things necessary in respect of or relating to the Security to be created for securing the Debentures. Subject to Applicable Law, all rights and remedies under the Debenture Trust Deed and/or other security documents shall rest in and be exercised by the Trustee without having it referred to the Debenture Holders. Any payment made by the Company to the Trustee on behalf of the Debenture Holder(s) shall discharge the Company pro tanto to the Debenture holder(s).
10. Debenture Certificate The beneficiary account of the Investor(s) with NSDL/ CDSL/ Depository Participant will be given initial credit within 2 (two) working days from the Deemed Date of Allotment. The initial credit in the account will be akin to the letter of allotment. On completion of all statutory formalities, such credit in the account will be akin to a debenture certificate.
Issue of Debenture Certificate(s)
The Debentures since issued in electronic (dematerialized) form, will be governed as per the provisions of Depositories Act, Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996, rules notified by NSDL/ CDSL/ Depository Participant from time to time, and other applicable laws and rules notified in respect thereof.
11. Dispatch of refund orders The Company shall ensure dispatch of refund order(s) by registered post only and adequate funds for the purpose shall be made available to the Registrar to the Issue by the Issuer Company.
12. Terms of Payment The full face value of the Debentures applied for is to be paid along with the Application Form by way of cheque(s)/ demand draft(s).
Face Value per Debenture Minimum Application for Amount Payable on Application per Debenture
INR 1,000,000/- (Indian Rupees Ten Lakhs) per Debenture.
Minimum Application of 1 Debenture & in multiples of 1 Debenture thereafter of INR 10,00,000/- each.
13. Cash Flows per Non-Convertible Debenture: Company Indiabulls Properties Private Limited (IPPL)
Face Value (per security) 10,00,000/-
Issue Date/Date of Allotment 24th August 16
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Redemption At par
Coupon Rate Zero Coupon
Frequency of the Interest Payment with specified dates
On Redemption or when the put option is exercised.
Day Count Convention Actual/Actual
If Put option Exercised in 1st year from the date of issue then: Cash flows Date Day No of Days in Coupon Period Amount (in Rupees) 1st coupon 24/08/2017 Thursday 365 37,10,00,000 1st principal 24/08/2017 Thursday - 350,00,00,000
If Put option Exercised in 2nd year from the date of issue then: Cash flows Date Day No of Days in Coupon Period Amount (in Rupees) 1st coupon 24/08/2018 Friday 730 78,90,71,500 1st principal 24/08/2018 Friday - 350,00,00,000
If Put option Exercised in 3rd year from the date of issue then: Cash flows Date Day No of Days in Coupon Period Amount (in Rupees)
1st coupon 23/08/2019 Friday 1095 126,08,80,992
1st principal 23/08/2019 Friday - 350,00,00,000
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Assumptions and Notes:
1. The aggregate Coupon payable to each Debenture Holder shall be rounded off to the nearest rupee as per the Fixed Income Money Market and Derivatives Association handbook on market practices.
14. List of Beneficial Owners The Company shall request the Depository to provide a List of Beneficial Owners as at the end of the Record Date. This shall be the list, which shall be considered for payment of Coupon or Principal Amount, as the case may be.
Joint-Holders
Where two or more persons are Debenture Holders of any Debenture(s), they shall be deemed to hold the same as joint tenants with benefits of survivorship subject to other provisions contained in the Articles.
The Company may, at its option, use on its own, as well as exchange, share or part with any financial or other information about the Debenture Holders available with the Company, with its subsidiaries and Affiliates and other banks, financial institutions, credit bureaus, agencies, statutory bodies, as may be required and neither the Company or its subsidiaries and Affiliates nor their agents shall be liable for use of the aforesaid information.
15. Mode of Transfer The Debentures shall be transferable and transmittable in the same manner and to the same extent and be subject to the same restrictions and limitations as in the case of the existing equity shares of the Company. The provisions relating to transfer and transmission, nomination and other related matters in respect of equity shares of the Company, contained in the Articles of Association of the Company, shall apply mutatis mutandis to the transfer and transmission of the Debentures and nomination in this respect.
16. Succession In the event of demise of the sole holder of the Debentures, the Company will recognize the executor or administrator of the deceased Debenture Holder, or the holder of succession certificate or other legal representative as having title to the Debentures. The Company shall not be bound to recognize such executor, administrator or holder of the succession certificate, unless such executor or administrator obtains probate or letter of administration or such holder is the holder of succession certificate or other legal representation, as the case may be, from a court in India having jurisdiction over the matter. The directors of the Company may, in their absolute discretion, where they think fit, dispense with production of probate or letter of administration or succession certificate or other legal representation, in order to recognize such holder as being entitled to the Debentures standing in the name of the deceased Debenture Holder on production of sufficient documentary proof or indemnity.
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17. Nomination In the event of, however, a deceased Debenture holder having nominated any person entitled to be registered as the Debenture Holder in the event of his death, such nominee shall be registered as the Debenture holder in place of the deceased Debenture holder, notwithstanding anything contained in any other Applicable Law for the time being in force.
18. Issue of Duplicate Debenture Certificates If any Debenture Certificate(s) is / are mutilated or defaced, then, upon production of such certificate(s), the Company shall cancel the same and issue new certificate(s) in lieu thereof. If any Debenture Certificate(s) is/are lost, stolen or destroyed then, upon production of proof thereof to the satisfaction of the Company and upon furnishing such indemnity, as the Company may deem adequate and upon payment of any expenses incurred by the Company or that the Company may be required to incur in connection thereof, new certificate(s) shall be issued.
19. Future Borrowings The Company shall ensure that starting from the time of circulation of this Disclosure Document, till the end of 30 (thirty) days from the Deemed Date of Allotment, Issuer would not bring any other primary issue of Debentures.
The Company shall be entitled, from time to time, to make further issue of securities and other such instruments to the public / members of the Company / banks / financial institutions /bodies corporate /mutual funds and / or any other Person(s) and /or to raise further loans, advances and/or avail of further financial and / or guarantee facilities from all or any of the above, without obtaining the approval of the Debenture Holders and/or the Trustee. However, in case of any default in the payment of Coupon or Principal Amount on the Debentures issued hereunder, the Issuer will obtain prior written consent from the Debenture Holders for any further borrowings by whatever means.
20. Debenture Trust Deed to prevail In case of inconsistency between this Disclosure Document / Information Memorandum and the Debenture Trust Deed, the Debenture Trust Deed shall prevail.
21. Rights of Debenture Holders The Debenture Holders will not be entitled to any rights and privileges of shareholders other than those available to them under statutory requirements. The Debentures shall not confer upon the holders the right to receive notice, or to attend and vote at the general meetings of shareholders of the Company. The principal amount and interest, if any, on the Debentures will be paid to the sole holder only, and in the case of joint holders, to the one whose name stands first in the List of Beneficial Owners. The Debentures shall be subject to other usual terms and conditions incorporated in the Debenture certificate(s) that will be issued to the allottee (s) of such Debentures by the Company and also in the Debenture Trust Deed.
22. Modification of Rights The rights, privileges, terms and conditions attached to the Debentures may be varied, modified or abrogated with the consent, in writing, of those holders of the Debentures
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who hold at least three fourth of the Outstanding Amount of the Debentures at any given time or with the sanction accorded pursuant to a resolution passed at a meeting of the Debenture Holders, provided that nothing in such consent or resolution shall be operative against the Company where such consent or resolution modifies or varies the terms and conditions of the Debentures, if the same are not acceptable to the Company.
23. Put/ Call Option As stated above.
24. Notices The notices to the Debenture Holder(s) required to be given by the Company or the Trustee shall be deemed to have been given if sent by post to the sole / first allottee or sole / first registered holder of the Debentures, as the case may be. All notices to be given by the Debenture Holder(s) shall be sent by registered post or by hand delivery to the registered office of the Company or to such Persons at such address as may be notified to the Company from time to time. All correspondence regarding the debentures should be marked “Private Placement of Debentures”.
25. Material Development Other than details given in the Disclosure Document, there is no material event/development or change at the time of issuance of this document which may affect the Issue or the investor’s decision to invest/ continue to invest in the debt securities.
26. Undertaking to use a common form of transfer The NCDs issued shall be transferable and transmittable in the same manner and to the same extent and be subject to the same restrictions and limitations as in the case of the existing equity shares of the Company.
27. How to Apply Application forms must be accompanied by either RTGS, demand draft or cheque, drawn or made payable in favour of “Indiabulls Properties Private Limited” and crossed “Account Payee only”.
Cheque(s) / demand draft(s) should be drawn on any bank including a co-operative bank, which is situated at and is a member or sub-member of the Banker’s Clearing House located at Mumbai. Outstation / post-dated cheque(s), money order (s), postal order (s), cash and stock invests will not be accepted. The Company assumes no responsibility for any application(s) / cheque(s) / Demand draft(s) lost in mail. For detailed instructions, please see the enclosed Application Form.
Details of Collection Bank Account of the Company
Beneficiary Name : Indiabulls Properties Private Limited
Beneficiary Bank Name : HDFC Bank
Bank Address : Manekji Wadia Bldg., Ground Floor Nanik
Motwani marg, Fort, Mumbai -400 023.
IFSC Code No. of Beneficiary : HDFC0000060
P a g e | 56
Account type : Current Account
Beneficiary Account No. : 00600340019726
28. Who Can Apply Only those investors, who have been addressed through a communication directly, are eligible to apply. No other investor can apply. The categories of the investors, to whom the communication has been directed, are:
Banks, Financial Institutions, Non-Bank Finance Companies, High Networth Individuals, Bodies Corporate, Mutual Funds and/or or any other subscriber eligible to invest in INR denominated NCDs issued for the stated purpose.
Submission of Documents
Investors should submit the following documents, wherever applicable:
Memorandum and articles of association/ Documents governing constitution of the applicant;
Government notification/ Certificate of incorporation; SEBI Registration Certificate, if applicable; Resolution authorizing investment along with operating instructions; Power of Attorney (original & certified true copy); Form 15AA granting exemption from TDS on interest; Form 15H for claiming exemption from TDS on interest on application money, if any; Order under Section 197 of IT Act; Order under Section 10 of IT Act; Specimen signatures of authorised persons.
Applications under Power of Attorney / Other Authority
Original power of attorney or the relevant authority together with its certified true copy, as the case may be, along with the names and specimen signatures of all the authorised signatories and the tax exemption certificate / document, if any, must be lodged at the time of submission of the completed application form. Further modifications / additions in the power of attorney or authority should be notified to the Company at its registered office.
29. Undertaking by the Issuer The Issuer Company undertakes that:
a) The complaints received in respect of the Issue shall be attended to by the Issuer expeditiously and satisfactorily;
b) It shall take all steps for completion of formalities for listing and commencement of trading at the concerned stock exchange where securities are to be listed and taken within 15 (Fifteen) working days from the date of closure of issue;
c) Necessary co-operation to the credit rating agency shall be extended in providing true and adequate information till the debt obligations in respect of the instrument are outstanding.
30. DECLARATIONIt is hereby declared that this Discloslrre Document contains full disclosr"rre in accordance
with Securities and Exchange Boarcl of India (Issue and Listing of Debt Securities)
Regulations,2008 issued vide Circular No. LAD-NRO/GN/2008/13/727878 dated June 06,
2008 and amendments made thereto.
The Issuer also confirms that this Disclosure Document does not omit disclosure of anymaterial fact, which may make the statements made therein, in the light of thecircumstances under which they are made, misleading. The Disclosure Document also does
not contain any false or misleading statement.
The Issuer accepts no responsibility for the statements made otherwise than in thisDisclosure Document or in any other material issued by or at the instance of the Issuer andthat any one placing reliance on any other source of information would be doing so at hisown risk.
31. DECLARATION BY THE DIRECTORS OF THE ISSUER, THATa. The Company has complied with the provisions of the Companies Act,2073 and the rules
made thereunder;
b. The compliance with the Companies Act, 2013 and the rules does not imply that paymentof Coupon or Principal Amount towards Debentures, il applicable, is guaranteed by theCentral Government;
c. The monies received under the offer shall be used only for the purposes and objects
indicated in the Offer letter;
I am authorized by the Board of Directors of the Company vide resolution number B dated
June10, 2076, to sign this form and declare that all the requirements of Companies Act, 2013 andthe rules made thereunder in respect of the subject matter of this form and matters incidentalthereto have been complied with. Whatever is stated in this form and in the attachments theretois true, correct and complete and no information material to the subject matter of this form has
been suppressed or concealed and is as per the original records maintained by the promoterssubscribing to the Memorandum of Association and Articles of Association.
It is furthercorrectly and
declared and verified that all the required attachments have been completely,
Date: 23.d August 2016
ANNEXURES
A. Application Form
B. Rating LetterC. Consent letter of trustee
D. Consent letter of Registrar & Transfer Agent
Page 157
1
APPLICATION FORM Application Serial No: 0001 Date: The Company Secretary/Compliance Officer Indiabulls Properties Private Limited Indiabulls Finance Centre, 14thFloor, Tower-1, Elphinstone Mills, S.B. Marg, Elphinstone Road (West), Mumbai- 400 013, Phone: 022-6189 99758; Fax: 022-30866002 Compliance Officer: Ms. Munmun Ghosh; E-mail: [email protected] Dear Sirs, Having read and understood the contents of the Disclosure Document dated August 23, 2016, we apply for allotment of the Debentures to us. The amount 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 Disclosure Document. (Please read carefully the instructions on the next page before filling this form) (Secured Redeemable Non-Convertible Tradable Taxable Debentures)
No. of Debentures Applied for
No. in Figures No. in Words
Amount (Rs) in figures:
Amount (Rs) in words:
Cheque/Demand Draft/RTGS Details Date Drawn on Bank
Applicant’s Name & Address in full (please use capital letters)
Pin Code:
Telephone: Fax: Email:
Contact Person Mobile No. Email
Sign: Seal:
2
Status: Banking Company ( ) Insurance Company ( ) Others ( ) – please specify
Name of Authorised Signatory Designation Signature Details of Bank Account of Applicant
Bank Name & Branch Nature of Account Account No.: IFSC/NEFT Code Depository Details of Applicant
DP Name
DP ID 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.
PAN / GIR No. of the applicant
IT Circle/Ward/District ( ) Not Allotted
Tax Deduction Status ( ) Fully Exempt
( ) Tax to be deducted at Source ( ) Yes ( ) No
Sign Seal ‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐(Tearhere)‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐
ACKNOWLEDGEMENT SLIP
Application No: 0001 Date: _____________
Received From __________________________________________________________________________
Rs.__________________ (Rupees _______________________________) By cheque /Demand Draft / RTGS
No. _____________________ drawn on ______________________________________________ towards
1. You must complete application in full in BLOCK LETTERS IN ENGLISH. 2. Your Signatures should be made in English or in any of the Indian languages.
Application forms duly completed in all respects, together with Cheques/Pay Order/Demand Draft, must be lodged at the office of Indiabulls Properties Private Limited.
3. In case of payments through RTGS, the payments may be made as follows: 4.
Beneficiary Name Indiabulls Properties Private Limited Bank Account No. 00600340019726 Bank Name HDFC Bank Limited
Account Type Current Account IFSC Code HDFC0000060
5. The transfer Cheque(s) should be drawn in favour of "Indiabulls Properties Private Limited" and
payable at Mumbai. 6. Outstation cheques, cash, money orders, postal orders and stock invest will NOT be accepted. 7. As a matter of precaution against possible fraudulent encashments of interest warrants due to
loss/misplacement, you are requested to mention the full particulars of the bank account, as specified in the application form.
8. Interest warrants will then be made out in favour of the bank for credit to your account. In case the full particulars are not given, cheques will be issued in the name of the applicant at their own risk.
9. Indiabulls Properties Private Limited, in the “Acknowledgement Slip” appearing below the Application Form, will acknowledge receipt of applications. No separate receipt will be issued.
10. You should mention your Permanent Account Number or the GIR number allotted under Income-Tax Act, 1961 and the Income-Tax Circle/Ward/District. In case where neither the PAN nor GIR number has been allotted, the fact of non-allotment should be mentioned in the application form in the space provided.
11. The application would be accepted as per the terms of the issue outlined in the Information Document / Disclosure Document.
12. Documents to be provided by investors • Investors need to submit the following documentation, along with the application form, as
applicable: • Memorandum and Articles of Association/ Documents Governing Constitution; • Resolution authorizing investment; • Certified True Copy of the Power of Attorney; • Form 15 AA for investors seeking exemption from Tax deduction at source from interest on the
application money; • Specimen signatures of the authorised signatories duly certified by an appropriate authority; • SEBI Registration Certificate (for Mutual Funds); • PAN to be submitted
