Serial No.: Addressed To: Private & Confidential - For ... · Rajesh Patel & Mr. Harish Patel (as...

Serial No.: ______

Addressed To: ______

Private & Confidential - For Private Circulation Only

INFORMATION MEMORANDUM

Rajesh Estates and Nirman Private Limited

Our Company was originally incorporated on April 24, 1996 as Raj Precision Limited with the Registrar of Companies, Mumbai.

Subsequently, the name of our Company was changed to “Rajesh Estates & Nirman Limited” on February 16, 2005. Subsequently our

Company was converted into a private limited company on November 16, 2011 and the name was changed to “Rajesh Estates and Nirman

Private Limited”. The CIN of our Company is U28991MH1996PTC099089.

Registered Office: 139 Seksaria Building, 2nd Floor, N. M. Road, Fort, Mumbai – 400023.

Tel.: +91- 22 – 6735 9900; Fax: +91- 22 – 6735 9911; Email: [email protected]; Website: www.rajeshlifespaces.com;

Contact Person: Mr. Jignesh Waghela

Information Memorandum for issue of Debentures on a private placement basis dated August 12, 2014.

Issue of 200 (Two Hundred) rated, listed, secured, redeemable and non convertible debentures of face value of Rs. 50,00,000/- (Rupees Fifty

Lacs only) each ("Debentures" or "NCDs") for cash at par aggregating Rs. 1,00,00,00,000 (Rupees One Hundred Crores only), on a private placement basis (the "Issue") by Rajesh Estates and Nirman Private Limited (the "Issuer" or "Company").

BACKGROUND

This Information Memorandum is related to the Debentures to be issued by Rajesh Estates and Nirman Private Limited on a private

placement basis and contains relevant information and disclosures required for the purpose of issuance of the Debentures. Issue of Debentures as described under this Information Memorandum has been authorised by the Issuer through a resolution passed by the Board of

Directors of the Issuer on August 5, 2014 and by a resolution passed by the shareholders on April 15, 2014 in accordance with the

provisions of the Companies Act, 1956 and Companies Act, 2013, to the extent applicable. The Debentures mentioned herein are not offered

for sale or subscription to the public, but are being privately placed with a limited number of eligible investors. This Information

Memorandum should not be treated as an offer for sale or solicitation of an offer to buy the Debentures as prescribed herein by any person

who has not been provided with a copy of the Information Memorandum. This Information Memorandum does not constitute an offer for

sale or a solicitation of an offer to buy the Debentures as described herein from any person other than the person whose name appears on the

cover page of this Information Memorandum. No person, other than such person receiving a serially numbered copy of the Information

Memorandum, should treat the same as constituting an offer to sell or a solicitation of an offer to buy the Debentures.

The distribution of the Information Memorandum and offer and sale of Debentures in certain jurisdictions may be restricted by law. It does

not constitute an offer for sale or solicitation of an offer to buy in any jurisdiction to any person to whom it is unlawful to make such offer or

solicitation in such state or jurisdiction.

RISKS IN RELATION TO THE ISSUE

Investment in debt and debt related securities involves a degree of risk and investors should not invest in any funds in debt instruments,

unless they can afford to take the risk attached to such investment. No assurance can be given regarding an active or sustained trading in the

securities of the Company or regarding the price at which the securities will be traded after listing. The Offer/ Issue being made on a private placement basis. The Issue has neither been recommended nor approved by Securities and Exchange Board of India (“SEBI”) nor does

SEBI guarantee the accuracy or adequacy of this document.

ISSUER’S ABSOLUTE RESPONSIBILITY

The Issuer, having made all reasonable inquiries, accepts responsibility, for and confirms that this Information Memorandum contains all information with regard to the Issuer and the Issue, which is material in context of the Issue, that the information contained in the

Information Memorandum is true and correct in all material aspects and is not misleading in any material respect that the opinions and

intentions expressed there in are honestly held and that there are no other facts, the omission of which makes this document as a whole or

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

CREDIT RATING

The Debentures proposed to be issued by the Issuer have been rated by India Ratings and Research Private Limited. The rating agency has

vide its letter dated August 5, 2014, affirmed a rating of IND AA (SO) (EXP) in respect of the Debentures. The above rating is not a

recommendation to buy, sell or hold 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 future. The assigning rating agency has the right to suspend or withdraw the rating on

the basis of any new information, future developments etc. Please refer to Annexure II of the Information Memorandum for letter dated

August 5, 2014, from India Ratings and Research Private Limited affirming the credit rating mentioned above.

LISTING

The NCDs are proposed to be listed on the Wholesale Debt Market segment of BSE Limited (the "BSE"). The Issuer has obtained an “In-

principle” approval from BSE on August 5, 2014. Please refer Annexure V of the Information Memorandum for a copy of the in-principle

approval letter dated August 5, 2014 issued by BSE. In case the NCDs issued are not listed within 20 days from Deemed Date of Allotment,

the Company will pay penal interest of atleast 6% p.a. over the Coupon Rate.

Issue Schedule

Issue Opens on: August 19, 2014 Issue Closes on: August 19, 2014

Pay-in Date: August 19, 2014 Deemed Date of Allotment: August 19, 2014

The Issuer reserves the right to change the Issue Schedule including the Deemed Date of Allotment at its sole discretion, without giving any

reasons or prior notice. The Issue shall be open for subscription during the banking hours on each day during the period covered by the Issue

Schedule. The Issue shall be subject to the terms and conditions of the Information Memorandum and other documents in relation to the Issue.

Mandated Lead Arranger Registrar and Transfer Agent Debenture Trustee

Inga Capital Private Limited

A-404, Neelam Centre, 4th Floor,

Hind Cycle Road, Worli,

Mumbai - 400 030

Tel. No.: +91-22-2498 2919/ 2498 2937

Fax No.: +91-22- 2498 2956

Sharepro Services (India) Private Limited

13AB, Samhita Warehousing Complex, 2nd Floor, Sakinaka, Telephone Exchange Lane,

Off. Andheri-Kurla Road, Sakinaka, Andheri

(E), Mumbai – 400 072

Tel. No.: +91-22-6191 5400 / 6191 5402

Fax No.: +91-22-6191 5444

IL&FS Trust Company Limited

IL&FS Financial Center Plot No. C-22, G Block, 5th Floor

Bandra Kurla Complex, Bandra (East),

Mumbai – 400 051

Tel No.: +91-22-2659 3612

Fax No.: +91-22-2653 3297

Note: This Information Memorandum is neither a prospectus nor a statement in lieu of a prospectus. This is only an information brochure

intended for private circulation and should not be construed to be a prospectus and/ or an invitation to the public for subscription to the

Debentures under any law for the time being in force.

TABLE OF CONTENTS

Particulars Page No.

SECTION 1: DEFINITIONS AND ABBREVIATIONS 1

SECTION 2: DISCLAIMERS 5

SECTION 3: FORWARD LOOKING STATEMENTS AND RISK ENVISAGED BY

MANAGEMENT

8

SECTION 4: REGULATORY DISCLOSURES 10

SECTION 5: SUMMARY OF FINANCIAL STATEMENTS 26

SECTION 6: TRANSACTION DOCUMENTATION 35

SECTION 7: OTHER INFORMATION AND ISSUE PROCEDURE 36

SECTION 8: DECLARATION 44

SECTION 9: DECLARATION IN ACCORDANCE WITH FORM PAS - 4 45

ANNEXURE I: ISSUE DETAILS 46

ANNEXURE II: RATING RATIONALE 53

ANNEXURE III: LETTER FROM THE DEBENTURE TRUSTEE 55

ANNEXURE IV: APPLICATION FORM 56

ANNEXURE V: IN-PRINCIPLE APPROVAL OF BSE LIMITED 59

SCHEDULE A: DETAILS OF OTHER DIRECTORSHIPS OF HARISH RAGHAVJI

PATEL

60

SCHEDULE B DETAILS OF OTHER DIRECTORSHIPS OF RAJESH RAGHAVJI

PATEL

61

SCHEDULE C DETAILS OF OTHER DIRECTORSHIPS OF KANTILAL ARJAN

PATEL

62

SCHEDULE D: DETAILS OF OTHER DIRECTORSHIPS OF AJAY NARSIDAS PATEL 63

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SECTION 1: DEFINITIONS AND ABBREVIATIONS

This Information Memorandum uses certain definitions and abbreviations which, unless the context otherwise

indicates or implies, shall have the meaning as provided below.

Allot/Allotment/Allotted Unless the context otherwise requires or implies, the allotment of the

Debentures pursuant to this Issue.

Application Form The form used by the recipient of the Information Memorandum, to apply for

subscription to the Debentures, which is annexed to the Information

Memorandum and marked as Annexure IV.

Articles/ Articles of

Association

The Articles of Association of the Company.

Board/Board of Directors The Board of Directors of Rajesh Estates and Nirman Private Limited

Beneficial Owner Debenture Holder(s) holding Debenture(s) in dematerialised form (Beneficial

Owner of the Debenture(s) as defined in clause (a) of sub-section 1 of Section

2 of the Depositories Act, 1996).

Business Day A day when banks are open for business in Mumbai, India but excluding

Sunday and Saturday

The Company / The Issuer

Company


CDSL Central Depository Services (India) Limited.

Coupon The interest accruing on the Debentures at the Coupon Rate with yearly rests

and payable on yearly basis.

Coupon Rate 10.85% per annum payable yearly with yearly rests

Companies Act Companies Act, 1956 as amended and/or the Companies Act, 2013 to the

extent applicable.

Companies Act, 1956 The Companies Act, 1956 and shall include any other statutory amendment or

reenactment or substitution thereof.

Companies Act, 2013 The Companies Act, 2013 (to the extent notified)

Credit Rating Agency India Ratings and Research Private Limited

Debenture Trust Deed The Debenture Trust Deed executed or to be executed between the Company,

Mr. Rajesh Patel & Mr. Harish Patel (as Promoters), Rajesh Construction

Company Private Limited (as Holding Company), Fortune Financial Services

(India) Limited (as Sponsor Investor), Lakshdeep Investments and Finance

Private Limited (Security Shares Provider) and the Debenture Trustee for

appointment of the Debenture Trustee and recording terms and conditions of

Debentures.

Debenture Trustee

Agreement

Debenture Trustee Agreement executed between the Company and Debenture

Trustee

Debentures/NCDs 200 (Two Hundred) rated, listed, secured, redeemable, non-convertible

debentures of a face value of Rs. 50,00,000 (Rupees Fifty Lakhs only) each

issued at par for cash aggregating to Rs. 1,00,00,00,000/- (Rupees One

Hundred Crores only), issued under the Issue in terms of the Transaction

Documents. Debenture Holder(s) The persons who are, for the time being and from time to time, the holders of

the Debentures and whose names appear in the register of debenture holders

and specifically including the Sponsor Investor.

Debenture Trustee IL&FS Trust Company Limited

Deed of Hypothecation The deed of hypothecation entered or to be entered into among the Issuer, Mr.

Rajesh Patel & Mr. Harish Patel (as Promoters), Rajesh Construction

Company Private Limited (as Holding Company) and the Debenture Trustee

under the terms of Debenture Trust Deed

Deemed Date of Allotment Date on which Allotment for the issue is made, which shall be deemed date of

Allotment

Default Interest 6% per annum over the Coupon Rate computed on the entire outstanding

Secured Obligations.

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

Depository A depository with which the Issuer has made arrangements for the

dematerialisation of the Debentures, namely NSDL and/or CDSL.

2

Depository Participant/DP A depository participant as defined under the Depositories Act.

Director(s) Director(s) of the Issuer unless otherwise mentioned

DP ID Depository Participant Identification Number

Draft Information

Memorandum

Draft Information Document dated August 5, 2014, which sets out the draft

information regarding the Debentures being issued on a private placement

basis and submitted to BSE Limited for in-principal approval.

EBITDA Earnings before interest, tax, depreciation and amortization

EBIT Earnings before interest and tax

Escrow Account II

The current account to be opened or opened by the Issuer, in the name of the

Issuer, with the ICICI Bank Limited over which a trust shall be declared and

which shall be operated in accordance with the terms of the Escrow

Agreement.

Equity Shares The equity shares of the Company having face value of Rs. 10/- each.

Financial Year/ F. Y. The period of twelve months commencing from April 1 of a particular calendar

year and ending on March 31 of the subsequent calendar year.

Information Memorandum This Information Memorandum dated August 12, 2014 which sets out the

information regarding the Debentures being issued on a private placement

basis.

Issue Issue and allotment of 200 (Two Hundred) Debentures by the Issuer to the

Debenture Holders for cash, at par, in dematerialised form on a private

placement basis aggregating to Rs. 1,00,00,00,000/- (Rupees One Hundred

Crores only).

Investor(s) The eligible investors as disclosed under section 7.13 of the Information

Memorandum

Sponsor Investor Fortune Financial Services (India) Limited

Majority Debenture

Holder(s)

the Debenture Holders representing more than 50% (fifty percent) of the

aggregate face value of the Debentures held by the Debenture Holders at the

relevant time of such determination however the Debentures held by the

Debenture Holder(s) who is a relative to any of the Security Providers shall not

be considered including the Sponsor Investor.

N.A. Not Applicable

NSDL National Securities Depository Limited.

PAN Permanent Account Number.

PAT Profit after tax

Pay-in-Date The date on which the subscribers shall make payment for subscription to the

Debentures.

PBT Profit before tax

Principal Amount the amount equal to the aggregate of the face value of the total number of the

Debentures issued and allotted to the Debenture Holders.

Project/Project Raj Torres The residential cum commercial project named as Project Raj Torres situated

at along State highway no. 42 i.e. Ghodbunder Road, Thane being developed

and constructed by the Issuer over the Project Raj Torres Property comprising

the total saleable area of about 9,00,220 sq. ft. and any other additional

saleable area which may be developed and constructed over the Project Raj

Torres Property.

Project Raj Torres Property 1) All that piece and parcel of land bearing Survey No. 48, Hissa No. 1/1,

Survey No. 48 Hissa No. 1/3, Survey No. 48, Hissa No. 1/8, Survey No.

49, Hissa No. 1 B, Survey No. 50 Hissa No. 2/2 totally admeasuring

18,447 sq. mts. at Village Chitalasar Manpada in the registration district

and Sub-district of Thane (West) over which the Issuer has ownership

rights (“Property 1”) and

2) All that piece and parcel of land bearing Survey No. 49, Hissa No. 1A

admeasuring 2,568 Sq. Metres at Village Chitalsar, Manpada, Ghodbunder

Road in the registration district and sub-district of Thane (West)

(“Property 2”) over which the Issuer has ownership rights.

3

3) All that piece and parcel of land bearing Survey No. 49, Hissa No. 2

totally admeasuring 2,120 sq. mts. at Village Chitalasar Manpada in the

registration district and Sub-district of Thane (West) (“Property 3”) over

which the Issuer has only development rights.

Including total saleable area of 9,00,220 sq. ft. to be developed on Property 1,

Property 2 and Property 3, other than 2,41,504 sq. ft. saleable area earmarked

for construction finance lender. It is clarified that only development rights over

Property 3 will be included.

Promoter Mr. Rajesh Patel and Mr. Harish Patel

Holding Company Rajesh Construction Company Private Limited

RBI Reserve Bank of India

Record Date The Record Date will be 15 (fifteen) Business Days prior to any due date of

payment towards interest or redemption of Debentures.

R&T Agent The Registrar and Transfer Agent to the Issue being Sharepro Services (India)

Private Limited

ROC Registrar of Companies, Mumbai.

Rs./Rupees Indian National Rupee.

RTGS Real Time Gross Settlement

SEBI Securities and Exchange Board of India

SEBI Debt Listing

Regulations

The Securities and Exchange Board of India (Issue and Listing of Debt

Securities) Regulation, 2008, as amended

Secured Obligations All amounts payable by the Issuer to the Debenture Holders, the Debenture

Trustee or any other person in relation to the Debentures pursuant to the terms

of the relevant Transaction Documents, including without limitation:

a) the principal of and Coupon payable in respect of Debentures, and all

other obligations and liabilities of the Issuer, including interest on

subscription amounts (if any), indemnities, expenses, fees of the

Debenture Trustee and of any intermediaries with respect to the Issue, any

other interest (including Default Interest) and / or fees and / or penalties

incurred under, arising out of or in connection with the Debentures or

pursuant to any actions specified in the Transaction Documents;

b) any and all sums advanced by the Debenture Trustee or Secured Parties in

order to create or preserve the security interest created / caused to be

created by the Issuer in relation to Debentures; and

in the event of any proceeding for the collection or enforcement of the Secured

Obligations or security, after an Event of Liquidation or an Event of Default

shall have occurred and be continuing, the losses or expenses of retaking,

holding, preparing for sale or lease, selling or otherwise disposing of or

realising the security created / caused to be created by the Issuer, or of any

exercise of the Debenture Trustee of its right under the relevant Transaction

Documents, together with legal fees and court costs.

Secured Parties Shall mean and include the Sponsor Investor and all the Debenture Holders

acting through the Debenture Trustee.

Stock Exchange BSE Limited

Taxes All present and future income taxes and other taxes, levies, rates, imposts,

duties, deductions, charges and withholdings whatsoever imposed by any

authority having power to tax and all penalties, fines, surcharges, interest or

other payments on or in respect thereof and "Tax" and "Taxation" shall be

construed accordingly.

TDS Tax Deducted at Source.

Transaction Documents Shall include Debenture Trust Deed, Debenture Trustee Agreement, the

Escrow Agreement, Personal Guarantee Agreement, Corporate Guarantee

Agreement, Deed of Hypothecation, Security Share Pledge Agreement and

4

Information Memorandum

WDM Segment Wholesale Debt Market Segment of the Stock Exchange.

We/us/our Unless the content requires otherwise the Issuer.

5

SECTION 2: DISCLAIMERS

2.1 Issuer's Disclaimer

The Information Memorandum is neither a prospectus nor a statement in lieu of a prospectus and should not be

construed to be a prospectus or a statement in lieu of a prospectus under the Companies Act. The issue of the

Debentures to be listed on the WDM segment of the Stock Exchange is being made strictly on a ‘private

placement’ basis. Multiple copies hereof given to the same entity shall be deemed to be given to the same

person and shall be treated as such. This Information Memorandum does not constitute and shall not be deemed

to constitute an offer or invitation to subscribe to the Debentures to the public in general.

This Information Memorandum is intended for private use and should not be construed to be a prospectus and/or

an invitation to the public or a section of the public so as to constitute a public offer' for subscription to the

Debentures under any law for the time being in force.

This Information Memorandum has been prepared in conformity with the SEBI Debt Listing Regulations and

Companies Act, 2013 read with Companies (Prospectus and Allotment of Securities) Rules, 2014. This

Information Memorandum has been prepared solely to provide general information about the Issuer to eligible

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

Information Memorandum contains all the information that any potential investor may require, or need to take

an informed decision whether or not to make the investment in the Company and to subscribe to the Debentures.

Further, this Information Memorandum has been prepared for informational purposes relating to the Issue only

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

As per the provisions of Section 42 of the Companies Act, 2013 read with the Companies (Prospectus and

Allotment of Securities) Rules, 2014: the Company is required to

(i) issue a private placement offer letter in Form PAS-4, in respect of this issuance;

(ii) keep a complete record of the private placement offers, in Form PAS-5:

(iii) within 30 days of the circulation of the private placement letter of offer in PAS-4, file the records

maintained in PAS-5 and the private placement letter of offer in PAS-4 with the Registrar of

Companies (along with fee as provided in Companies (Registration Offices and Fees) Rules, 2014) and

the SEBI.

The Issuer confirms that, as of the date hereof, this Information Memorandum (including the documents

incorporated by reference herein, if any) contains all the information that is material in the context of the Issue

and regulatory requirements in relation to the Issue and is accurate in all such material respects. No person has

been authorized to give any information or to make any representation not contained or incorporated by

reference in this Information Memorandum or in any material made available by the Issuer to any potential

Investor pursuant hereto and, if given or made, such information or representation must not be relied upon as

having being authorized by the Issuer. The Issuer certifies that the disclosures made in this Information

Memorandum are adequate and in conformity with the SEBI Debt Listing Regulations and Companies Act.

Each copy of the Information Memorandum to be circulated shall be serially numbered. The Information

Memorandum and the contents thereof are restricted only for the intended recipient(s) who have been addressed

directly and specifically through a communication by the Issuer and only such recipients are eligible to apply for

the Debentures. All Investors are required to comply with the relevant regulations/guidelines applicable to them

for investing in this Issue. The contents of the Information Memorandum shall be 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 along with the

Information Memorandum being issued shall be sent. Any application by a person to whom the Information

Memorandum will not been sent by the Issuer shall be rejected without assigning any reason.

The person who is in receipt of this Information Memorandum shall not reproduce or distribute in whole or part

or make any announcement in public or to a third party regarding the contents hereof. The recipient agrees to

keep confidential all information provided (or made available hereafter), including, without limitation, the

existence and terms of the Issue, any specific pricing information related to the Issue. This Information

Memorandum may not be photocopied, reproduced, or distributed to others at any time without the prior written

consent of the Issuer. Upon request, the recipients will promptly return all material received from the Issuer

6

(including this Information Memorandum) without retaining any copies hereof. If any recipient of the

Information Memorandum decides not to participate in the Issue, that recipient must promptly return the

Information Memorandum and all reproductions whether in whole or in part and any other information

statement, notice, opinion, memorandum, expression or forecast made or supplied at any time in relation thereto

or received in connection with the Issue to the Issuer.

The Issuer does not undertake to update the Information Memorandum to reflect subsequent events after the

date of Information Memorandum and thus it should not be relied upon with respect to such subsequent events

without first confirming its accuracy with the Issuer.

Neither the delivery of this Information Memorandum nor any sale of Debentures made hereafter shall by itself,

under any circumstances, constitute a representation or create any implication that there has been no change in

the affairs of the Issuer since the date hereof.

This Information Memorandum does not constitute, nor may it be used for or in connection with an offer or

solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to

whom it is un-lawful to make such an offer or solicitation. No action is being taken to permit an offering of the

Debentures or the distribution of this Information Memorandum in any jurisdiction where such action is

required. Persons into whose possession this Information Memorandum comes are required to inform

themselves about and to observe any such restrictions. The Information Memorandum is made available to

potential Investors in the Issue on the strict understanding that it is confidential.

The Company, Promoters and its Directors have not been prohibited from accessing the capital or financial

market under any order or directions passed by SEBI or RBI or any regulatory authority.

2.2 Disclaimer Clause of Stock Exchange

As required, a copy of this Information Memorandum has been submitted to BSE. The disclaimer clause as

intimated by BSE to the Company, post scrutiny of this Information Memorandum, shall be included in the

Information Memorandum prior to the RoC filing.

2.3 Disclaimer Clause of SEBI

Within 30 days of the circulation of the private placement letter of offer in PAS-4, the records maintained in

PAS-5 and the private placement letter of offer in PAS-4 will be filed with the SEBI, where the Company

qualifies as a listed company under the Companies Act, 2013 on such date. The Debentures have not been

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

Memorandum. It is to be distinctly understood that this Information Memorandum should not in any way be

deemed or construed to have been approved or vetted by SEBI. SEBI does not take any responsibility either for

the financial soundness of any proposal for which the Debentures issued hereof is proposed to be made or for

the correctness of the statements made or opinions expressed in this Information Memorandum. However, SEBI

reserves the right to take up at any point of time, with the Company, any irregularities or lapses in this

Information Memorandum.

2.4 Disclaimer of Mandated Lead Arranger

It is advised that the Company has exercised self due - diligence to ensure complete compliance including in

relating to prescribed disclosure norms in this Information Memorandum. The role of the Mandated Lead

Arranger in the Issue is confined to marketing and placement of Debentures on the basis of this Information

Memorandum as prepared by the Company. The Mandated Lead Arranger has neither scrutinized/vetted nor

have they done any due - diligence for verification of the contents of this Information Memorandum. The

Mandated Lead Arranger shall use this document for the purpose of the soliciting subscription from eligible /

qualified investors for the Debentures to be issued by the Company on private placement basis. It is to be

distinctively understood that the aforesaid use of this document by the Mandated Lead Arranger should not in

any way be deemed or construed that the document has been prepared, cleared, approved or vetted by the

Mandated Lead Arranger; nor do they in any manner warrant, certify or endorse the correctness or completeness

of any of the contents of this document; nor do they take responsibility for the financial or other soundness of

the Issuer, its promoters its management or any scheme or project of the Company. The Mandated Lead

Arranger or any of its directors, employees affiliates or representatives do not accept any responsibility and/ or

7

liability for any loss or damage arising of whatever nature and extent in connection with the use of any of the

information contained in this document.

2.5 Disclaimer in respect of Jurisdiction

This Issue is made in India to investors as specified under the clause titled "Eligible Investors" of this

Information Memorandum, who shall be specifically approached by the Issuer. This Information Memorandum

does not constitute an offer to sell or an invitation to subscribe to Debentures offered hereby to any person to

whom it is not specifically addressed. The Debentures are governed by and will be construed in accordance with

Indian law. This private placement offer of Debentures is made in India to persons resident in India and non-

residents as permissible. Nothing in this Information Memorandum shall constitute and/or deem to constitute an

offer or an invitation to an offer, to be made to the Indian public or any section thereof, at large, through this

Information Memorandum, and this Information Memorandum and its contents should not be construed to be a

prospectus under the Companies Act. This Information Memorandum does not constitute an offer to sell or an

invitation to subscribe to the Debentures herein, in any other jurisdiction to any person to whom it is unlawful to

make an offer or invitation in such jurisdiction.

2.6 Disclaimer in respect of Credit Rating Agency

Please refer “Annexure II: Rating Rationale”.

2.7 Issue of Debentures in Dematerialised Form

The Debentures will be issued in only in dematerialised form. The Issuer has made arrangements with the

Depositories for the issue of the Debentures in dematerialised form. Investors will have to hold the Debentures

in dematerialised form as per the provisions of the Depositories Act. The Issuer shall take necessary steps to

credit the Debentures allotted to the beneficiary account maintained by the Investor with its Depository

Participant. The Issuer will make the allotment to Investors on the Deemed Date of Allotment after verification

of the Application Form, the accompanying documents and on realisation of the application money.

8

SECTION 3: FORWARD LOOKING STATEMENTS AND RISK ENVISAGED BY MANAGEMENT

Forward Looking Statements

The Information Memorandum contains certain “forward-looking statements”. These forward looking

statements generally can be identified by words or phrases such as “aim”, “anticipate”, “believe”, “expect”,

“estimate”, “intend”, “objective”, “plan”, “shall”, “will”, “will continue”, “will pursue”, “would”, “will likely

result”, “is likely”, “expected to”, “will achieve”, “contemplate”, “seek to”, “target”, “propose to”, “future”,

“goal”, “project”, “should”, “can”, “could”, “may”, “in management’s judgment” or other words or phrases of

similar import or variations of such expressions. Similarly, statements that describe our strategies, objectives,

plans or goals are also forward-looking statements.

All forward looking statements are subject to risks, uncertainties and assumptions about the Company that could

cause actual results to differ materially from those contemplated by the relevant forward-looking statement.

Important factors that could cause actual results to differ materially from our expectations include, among

others, general economic and business conditions in India and abroad;

Risk Factors

The risk and uncertainties have been described below:

Risks Relating To Company and its Business

1) The Company's core business, entails the following risks

a) Various operational and execution risk

b) Longer gestation period

c) Various market & regulatory risks

d) Inflation leading to increase in the cost of input in turn affecting margin

e) Increase in the interest rate also in turn affecting margin

The Company majorly does its business in Mumbai Metropolitan Region and allied areas, thus facing risk

of geographical concentration

2) Change in government policy may affect Company's business such as stamp duty and taxation.

Risks Relating to the Debentures and the Issue

The trading price of the Debentures will be subject to interest rate risk.

The Debentures carry a fixed rate of interest. Securities where a fixed rate of interest is offered are subject to

price risk. The prices of such securities are inversely proportionate to changes in prevailing interest rates, i.e.

when interest rates rises, prices or fixed income securities fall, and, when interest rates drop, prices of such

securities increase. The extent of price fluctuation is a function of the existing interest, days to maturity and the

increase or decrease in prevailing interest rates. Any increase in interest rate may negatively affect the price of

the Debentures.

An active trading market may not develop for the Debentures.

The Debentures are new securities for which there is no existing trading market. It is not possible to predict if

and to what extent a secondary market may develop, or at what price the Debentures will be sold or purchased in

the secondary market or whether such market will be liquid or illiquid. The more limited the secondary market

is, the more difficult it may be for holders of the Debentures to realize value for the Debentures prior to

redemption.

General Risk

Investors are advised to read the risk factors carefully before taking an investment decision in this offering. The

issue of the Debentures has not been recommended or approved by SEBI nor does SEBI guarantee the accuracy

or adequacy of this document.

9

The Issuer believes that the risks described herein are risks in this transaction for the prospective investors.

Credit Rating

India Ratings and Research Private Limited have assigned a rating of IND AA (SO) (EXP) vide it’s letter dated

August 5, 2014.

The rating is not a recommendation to purchase, hold or sell the Debentures in as much as the ratings do not

comment on the market price of the Debentures or its suitability to a particular investor. There is no assurance

either that the rating will remain at the same level for any given period of time or that the rating will not be

lowered or withdrawn entirely by the Rating Agency. In the event of deterioration of the rating of the

Debentures, the Investors may have to take loss on revaluation of their investment.

Delay, Delinquency and Credit Risk

The Debentures represent in obligation of the Issuer and do not represent obligations of any other person

associated with the Issue. No financial recourse is available to the Investors against any person other than the

Company.

Further, on default by the Issuer to meet its obligations, the Debenture Trustee may in terms of the Transaction

Documents initiate legal proceedings against the Company.

Accounting Considerations, Tax Considerations and Legal Considerations

Special accounting considerations, tax considerations and legal considerations may apply to certain types of

investors which may not be true for the other categories of investors. Accordingly, the degree to which the

financial information included in this Information Memorandum will provide meaningful information is

dependent on familiarity with Indian GAAP, the Companies Act and the SEBI Debt Regulations.

Material changes in regulations to which the Company is subject could impair the Company's ability to meet

payment or other obligations.

The Company is subject generally to changes in Indian Law, as well as to changes in government regulations

and policies and accounting principles. Any changes in the regulatory framework could adversely affect the

profitability of the Company or its future financial performance, by requiring a restructuring of its activities,

increasing costs or otherwise.

10

SECTION 4: REGULATORY DISCLOSURES

The Information Memorandum is prepared in accordance with the provisions of the SEBI Debt Listing

Regulations and Companies Act, 2013:

4.1. Documents Submitted to the Exchanges

The following documents will be submitted to the BSE along with the listing application:

a) Memorandum and Articles of the Company and necessary resolution(s) for the allotment of the Debentures;

b) Copy of annual report for financial years ended March 31, 2011, March 31, 2012, March 31, 2013 and

limited reviewed financial statements for the nine months period ended on December 31, 2013;

c) Statement containing particulars of, dates of, and parties to all material contracts and agreements;

d) An undertaking from the Issuer stating that the necessary documents for the creation of the charge, where

applicable, including the Debenture Trust Deed would be executed within the time frame prescribed in the

relevant regulations/act/rules etc. and the same would be uploaded on the website of the Stock Exchange,

where the debt securities have been listed, within 5 (five) Business Days of execution of the same;

e) Copy of the Board Resolution and/or shareholders resolution, if any, authorizing the borrowing and list of

authorized signatories;

f) Any other particulars or documents that the Stock Exchange may call for as it deems fit;

g) An undertaking that permission / consent from the prior creditor for a second or pari passu charge being

created, where applicable, in favor of the trustees to the proposed issue has been obtained..

4.2. Documents to be Submitted to the Debenture Trustee

The Issuer shall submit the following disclosures to the Debenture Trustee in electronic form at the time of

allotment of the Debentures:

a) Memorandum and Articles of Association and necessary resolution(s) for the allotment of the debt

securities;

b) Copy of annual report for financial years ended March 31, 2011, March 31, 2012, March 31, 2013 and

limited reviewed financial statements for the nine months period ended on December 31, 2013;

c) Statement containing particulars of, dates of, and parties to all material contracts and agreements;

d) An undertaking to the effect that the Issuer would, till the redemption of the Debentures, submit the details

mentioned in paragraph (d) above to the Debenture Trustee within the timelines as mentioned in Simplified

Listing Agreement issued by SEBI vide circular No.SEBI/IMD/BOND/1/2009/11/05 dated May 11, 2009,

as amended from time to time, for furnishing/ publishing its half yearly/ annual result.

Further, the Issuer shall within 180 days from the end of the financial year, submit a copy of the latest

annual report to the Debenture Trustee and the Debenture Trustee shall be obliged to share the details

submitted under this clause with all existing debenture-holders within two working days of their specific

request.

4.3. Issuer Information

I. Name of the Issuer Rajesh Estates and Nirman Private Limited

II. Registered office of the Issuer and

contact details

139 Seksaria Building, 2nd Floor, N. M. Road, Fort, Mumbai –

400023

Phone No.: +91 22 6735 9900

Fax No.: +91 22 6735 9911

Website: www.rajeshlifespaces.com

III. Corporate office of the Issuer N.A.

IV. Compliance officer for private

placement offer process

Mr. Jignesh Waghela

General Manager


400023

Phone No.: +91-22-6735 9900

Fax No.: +91-22-6735 9911

V. Chief financial officer of the

Issuer

Mr. Amit Sheth


400023

11

Phone No.: +91-22-6735 9900

Fax No.: +91-22-6735 9911

VI. Mandated Lead Arranger Inga Capital Private Limited

A-404, Neelam Centre, Hind Cycle Road, Worli, Mumbai –

400 030.

Tel. No.: +91-22-2498 2919/ 2498 2937

Fax No.: +91-22- 2498 2956

VII. Trustee of the Issue IL&FS Trust Company Limited

IL&FS Financial Center

Plot No. C-22, G Block, 5th Floor

Bandra Kurla Complex, Bandra (East),

Mumbai – 400 051

Tel No.: +91-22-2659 3612

Fax No.: +91-22-2653 3297

VIII. Registrar to the Issue Sharepro Services (I) Private Limited

13AB, Samhita Warehousing Complex, 2nd Floor, Sakinaka,

Telephone Exchange Lane, Off. Andheri-Kurla Road,

Sakinaka, Andheri (E), Mumbai – 400 072

Tel. No.: +91-22-6191 5400 / 6191 5402

Fax No.: +91-22-6191 5444

IX. Credit rating agency of the Issue India Ratings and Research Private Limited

Wockhardt Towers, 4th Floor, West Wing, Bandra Kurla

Complex, Bandra East, Mumbai – 400051Tel No.: +91-22-

4000 1700

Fax No.: +91 22 4000 1701

X. Statutory Auditor of the Issuer M/s A. J. Kanakia & Co., Chartered Accountants,

1, Alankar Building, 251, Sion Main Road, Sion (W), Mumbai

– 400 022

Tel No.: +91-22-2407 0092

Fax No.: +91-22-2409 7878

XI. Legal Advisors to the Issuer P. H. Bathiya & Associates

2, Tardeo AC Market, 4th

Floor,

Tardeo Road, Mumbai – 400034

Tel No.: +91-22-4355 8000

Fax No.: +91-22-4355 8080

a) A brief summary of the business/activities of the Issuer and its line of business:

(i) Business Overview:

Our Company was originally incorporated on April 24, 1996 as Raj Precision Limited with the

Registrar of Companies, Maharashtra, Mumbai. Subsequently, the name of our Company was changed

to “Rajesh Estates & Nirman Limited” on February 16, 2005.The name of our Company was further

changed to “Rajesh Estates and Nirman Private Limited” on November 16, 2011. The Company is

managed by Patel family having more than five decades of experience in the Real Estate Development

business. Our Company is a part of Rajesh Group. Rajesh Group has completed 36 projects of

approximately 31,57,638 sq. ft. of saleable area in the Mumbai Metropolitan Region. Rajesh Group is

currently developing 8 project of approximately 56,82,381sq. ft. of saleable area in the Mumbai

Metropolitan Region out of which 4 projects of approximately 22,03,245 sq. ft. of saleable area is

being developed by the Issuer.

(ii) Main object of the Company (as per Memorandum of Association of the Company) is:

“To enter into manage, undertake, carry on and engaged in the business of Real Estate Development

and “NIRMAN” activities, land development, area estate and site development and to carry on the

business as planners, builders and real estate developers, architects and civil engineers, contractors,

real estate brokers, agents brick makers and to build/construct own, operate, maintain, manage

control and administer, earth works, farmhouses, parks, gardens, row-houses, duplex apartments

commercial, residential or industrial building complexes, retail stores, shopping centers, market

yards and land dealings, buildings, farms, estates, properties, arrears and sites.”

(iii) Corporate Structure as on June 30

• The holding company of the Issuer

• The following are group c

a. Rajesh Spaces Private Limited

b. Rajesh Real Estate Developers

c. Rajesh Hospitality Private Limited

d. Rajesh Business and Liesure Hotels

e. Rajguru Developers Private Limited

f. Kothari Auto Parts Manufacturers Private Limited

• Management Structure:

(iv) Key Operational and Financial Parameters for the last 3 Audited years and

2013:

Parameters

Networth(3)

Total Debt

of which

- Non Current Maturities

of Long Term

Borrowing

- Short Term Borrowing

- Current Maturities of

Long Term Borrowing

Net Fixed Assets

Non Current Assets(4)

Cash and Cash Equivalents

Current Investments

Current Assets(5)

Current Liabilities(6)

Net sales

EBITDA

EBIT

Interest

PBT

PAT

Dividend amounts

Current ratio(7)

Mr. Amit Sheth

(HOD Finance)

Mr. Kalpesh Sheth

(HOD Architecture & Liasoning )

12

June 30, 2014:

of the Issuer: Rajesh Construction Company Private Limited

companies of the Issuer:

Rajesh Spaces Private Limited

Rajesh Real Estate Developers Private Limited

Private Limited

Liesure Hotels Private Limited

Private Limited

Manufacturers Private Limited

Key Operational and Financial Parameters for the last 3 Audited years and period ended December 31,

Period ended

December 31,

2013(1)

Fiscal Year

2012-13(2)

Fiscal Year

2011-12(2)

7,664.34 5,005.95 2,327.72

48,236.75 43,424.07 38,329.39

- - -

28,371.10 22,422.23 18,817.34

16,323.58 13,063.65 11,598.92

3,542.08 7,938.18 7,913.13

169.47 202.02 224.81

3,235.66 3,265.51 1,587.48

451.98 1,178.95 3,484.72

- - -

63,043.27 56,730.58 50,743.32

30,223.49 32,546.20 31,170.00

10,793.41 17,179.94 2,532.07

8,258.32 9,700.63 4,899.15

8,219.28 9,638.48 4,829.02

4,026.48 5,624.64 4,267.55

4,192.81 4,013.84 561.47

2,658.40 2,678.23 259.61

- - -

2.09 1.74 1.63

Board of Directors

Mr. Kalpesh Sheth

(HOD Architecture & Liasoning )

Mr. Vishal Doshi

(HOD Marketing & Sales)

Mr. Viral Vora

(HOD Legal)

imited

period ended December 31,

(Rs. in Lacs)

Fiscal Year

2010-11(2)

2,068.12

30,282.39

-

10,323.26

16,474.79

3,484.34

239.69

1,123.18

152.03

-

43,983.65

30,295.32

5,070.99

5,360.34

5,300.87

2,459.57

2,841.30

1,883.69

-

1.45

Mr. Prashant

Ramteke

(HOD Construction

operations)

13

Parameters Period ended

December 31,

2013(1)

Fiscal Year

2012-13(2)

Fiscal Year

2011-12(2)

Fiscal Year

2010-11(2)

Interest coverage ratio(8)

1.67 1.49 1.08 1.79

Gross debt/equity ratio(9)

6.29 8.67 16.47 14.64

Debt Service Coverage

Ratios(10)

0.28 0.31 0.19 0.20

(1) Based on reviewed financial statements of the Company for the period ended December 31, 2013

(2) Based on audited financial statements of the Company

(3) Net worth = equity share capital + reserves and surplus

(4) Non Current Assets = Net fixed assets + non-current investments + other non-current assets

(5) Current Assets = Inventories + trade receivables + cash and cash equivalents + short term loans and

advances + other current assets (6)

Current Liabilities = short term borrowings + trade payables + other current liabilities + short term

provisions (7)

Current ratio = currents assets/ current liabilities (8)

Interest coverage ratio = cash profit after tax plus interest paid/ Interest paid

Cash profit after tax = EBITDA – interest – taxation – preliminary expenses written off (9)

Gross debt/equity ratio = Total Debt/ Networth (10)

Debt Service Coverage Ratio = (PAT + Interest + Depreciation)/ (Short term borrowings + current

maturities of long term borrowings + interest)

Gross Debt Equity Ratio of the Company:-

(1) Based on limited reviewed financial statements

(2) Assuming subscription of Rs. 1,00,00,00,000 NCDs

Related party transactions entered into by the Company in the last three audited accounts are as

follows:

(A)Related Party Transaction for the year ended March 31, 2013:

List of related parties:

Nature of relationship Name of related parties


Fellow Subsidiary Companies Arihant Techno Economic Park Pvt. Ltd.

Kothari Auto Parts Manufacturers Pvt. Ltd.

Key Management Personnel Mr. Harish R. Patel

Mr. Rajesh R. Patel

Mr. Kantilal A. Patel

Entities over which key managerial personnel or their

relatives exercises significant influence

Rajguru Developers Pvt. Ltd.

Transactions with related parties:

(Rs. in Lacs)

Sr.

No.

Nature of Transaction

Holding

Company

Enterprise over

which Key

managerial

personnel exercises

significant influence

Key

Management

Personnel

1. Interest Paid

Mr. Rajesh R. Patel - - 224.73

Parameters

Before Issue of the Debentures (as on

December 31, 2013) (1)

6.29

After Issue of the Debentures(2)

7.60

14

Sr.

No.

Nature of Transaction

Holding

Company

Enterprise over

which Key

managerial

personnel exercises

significant influence

Key

Management

Personnel

Mr. Harish R. Patel - - 63.03

Mr. Kantilal A. Patel - - 38.01

Rajguru Developers Pvt. Ltd. - 23.89 -

2. Directors’ Remuneration Paid



3. Loans, Advances, received/ recovered

/adjusted

Rajesh Construction Co. Pvt. Ltd. 4,362.91 - -


Mr. Rajesh R. Patel - - 2,737.76

Mr. Harish R. Patel - - 1,332.82


4. Loans, Advances, given /repaid

/adjusted


Rajguru Developers Pvt. Ltd. - 1,968.18 -


Mr. Harish R. Patel - - 1,248.72


5. Balances Outstanding

Receivable

N.A. - - -

Payable






6.

Guarantees against loan availed By the

company

Amount not

Quantifiable

- Amount not

Quantifiable

(B)Related Party Transaction for the year ended March 31, 2012:




Fellow Subsidiary Companies

Arihant Techno Economic Park Pvt. Ltd.

Kothari Auto Parts Manufacturers Pvt. Ltd.


Mr. Rajesh R. Patel


Entities over which key managerial personnel

or their relatives exercises significant

influence

Rajguru Developers Pvt. Ltd.


15

(Rs. in Lacs)

Sr.

No.

Nature of Transaction Holding

Company

Enterprise over

which Key

managerial

personnel

exercises

significant

influence

Key

Management

Personnel

1. Interest Paid





2. Directors’ Remuneration Paid



3. Loans, Advances, received/ recovered

/adjusted






4. Loans, Advances, given /repaid

/adjusted







Receivable

N.A. - - -

Payable






6.

Guarantees against loan availed By the

company

Amount. not

Quantifiable

- Amount not

Quantifiable

(C)Related Party Transaction for the year ended March 31, 2011:



Holding Company Rajesh Construction Company Limited

Fellow Subsidiary Companies

Arihant Techno Economic Park Private Limited

Kothari Auto Parts Manufacturers Private Limited


Mr. Rajesh R. Patel



16

(Rs. in Lacs)

Sr. No. Nature of Transaction Holding

Company

Key Management

Personnel

1. Interest Paid

Mr. Rajesh R. Patel - 142.86

Mr. Harish R. Patel - 25.76

1. Loans, Advances, received/ recovered /adjusted

Rajesh Construction Co. Ltd. 4,103.98 -

Mr. Rajesh R. Patel - 2,424.73

Others - 497.90

2. Loans, Advances, given /repaid /adjusted



Others - 893.07


Receivable

N.A. - -

Payable



Others - 1,050.94

4. Guarantees against loan availed by the company Amount not

Quantifiable

Amount not

Quantifiable

(v) Project cost and means of financing: Not Applicable, since the Company intends to use the funds raised

by issuance of Debentures towards general corporate purposes.

b) A brief history of the Issuer since its incorporation giving details of the following:

(i) Details of Share Capital as on June 30, 2014:

Particulars Amount (Rs.)

Authorised share capital

1,00,00,000 Equity Shares of Rs. 10/- each 10,00,00,000

Issued share capital

20,14,500 Equity Shares of Rs. 10/- each 2,01,45,000

Subscribed and paid-up share capital of the Company before the Issue


Subscribed and paid-up share capital of the Company after Issue


Share Premium Account before Issue NIL

Share Premium Account after Issue NIL

Present Issue in terms of the Information Memorandum

200 10.85% Non-convertible Debentures of Rs.

50,00,000 each

1,00,00,00,000

(ii) Changes in capital structure during preceding five years from June 30, 2014:

The Company has not issued any equity shares and has not undertaken any change in the authorised

share capital of the Company during the preceding five years from June 30, 2014.

(iii) Equity Share Capital history of the Company Since incorporation:

Sr.

No.

Date of

allotment

No. of

Equity

Shares

Face

Value

Issue

Price

Consideration Nature of

allotment

Cumulative

no. of

Equity

shares

17

Sr.

No.

Date of

allotment

No. of

Equity

Shares

Face

Value

Issue

Price

Consideration Nature of

allotment

Cumulative

no. of

Equity

shares

1. April 25,

1996

70 10 10 700 Subscription

to

Memorandum

and Articles

70

2. December

10, 2002

50,000 10 10 5,00,000 Further

allotment

50,070

3. April 28,

2005

19,49,930 10 10 1,94,99,300 Further

allotment

20,00,000

4. March 31,

2006

14,500 10 10 1,45,000 Further

allotment

20,14,500

Current paid-up equity share capital of the Company is Rs. 2,01,45,000 divided into 20,14,500 Equity

Shares of Rs. 10/- each

(iv) Details of any Acquisition or Amalgamation in last 1 year:

There has been no acquisition or amalgamation involving the Company in last one year.

(v) Details of any Reorganization or Reconstruction in last 1 year

There has been no reorganization or reconstruction involving the Company in last one year.

c) Details of the shareholding of the Company as on the latest quarter end:

(i) Shareholding pattern of the Company as on June 30, 2014:

Sr.

No.

Name of the shareholders Total no. of

equity shares

No. of equity

shares in demat

form

Total

shareholding as

% of total no. of

equity shares

1. Rajesh Construction

Company Private Limited

20,14,491 NIL 100.00

2. Raghavji P. Patel* 1 NIL 0.00

3. Harish R. Patel* 1 NIL 0.00

4. Rajesh R. Patel* 1 NIL 0.00

5. Ajay N. Patel* 1 NIL 0.00

6. Kantilal A. Patel* 1 NIL 0.00

7. Rahul N. Patel* 1 NIL 0.00

8. Pratik H. Patel* 1 NIL 0.00

9. Priyal K. Patel* 1 NIL 0.00

10. Mahesh N. Patel* 1 NIL 0.00

Total 20,14,500 100.00 *Shareholder holds shares as a nominee of Rajesh Construction Company Private Limited

Number of equity shares pledged or encumbered by the promoters: NIL

18

(ii) List of top 10 holders of equity shares of the Company as on June 30, 2014:

Sr.

No.

Name of the shareholders Total no. of

equity shares

No. of equity

shares in demat

form

Total

shareholding as

% of total no. of

equity shares

1. Rajesh Construction

Company Private Limited

20,14,491 NIL 100.00

2. Raghavji P. Patel* 1 NIL 0.00

3. Harish R. Patel* 1 NIL 0.00

4. Rajesh R. Patel* 1 NIL 0.00

5. Ajay N. Patel* 1 NIL 0.00

6. Kantilal A. Patel* 1 NIL 0.00

7. Rahul N. Patel* 1 NIL 0.00

8. Pratik H. Patel* 1 NIL 0.00

9. Priyal K. Patel* 1 NIL 0.00

10. Mahesh N. Patel* 1 NIL 0.00

Total 20,14,500 100.00 *Shareholder holds shares as a nominee of Rajesh Construction Company Private Limited

d) Following details regarding the directors of the Company:-

(i) Details of the current directors of the Company

Name, Designation,

Occupation and DIN

Age Address Director of

the Company

since

Details of other

Directorship

Shri Harish Raghavji Patel

Designation: Director

Occupation: Business

DIN No.: 00603782

59 1201/1202, Kalindi,

Neelkanth Valley, 7

Rajawadi Road,

Ghatkopar East,

Mumbai 400077

Since

Incorporation

Refer Schedule A

Shri Rajesh Raghavji Patel



DIN No.: 00603761

51 1/24 Kailas, Kiran,

Tilak Road,

Ghatkopar East,

Mumbai 400077

Since

Incorporation

Refer Schedule B

Shri Kantilal Arjan Patel



DIN No.: 01634669

64 1302, Kukreja

Palace, “E” wing,

Vallabh Baug Lane

Extn. Ghatkopar

East, Mumbai

400077

January 12,

2006

Refer Schedule C

Shri Ajay Narsidas Patel



DIN No.: 00290289

53 9/47 Vikas, Garodia

Nagar, Ghatkopar

East, Mumbai

400077

January 12,

2006

Refer Schedule D

Further none of our Directors are appearing in the RBI defaulter list and/or ECGC default list.

19

The details of remuneration of directors (during the current year and last three financial years) are as

follows:

(Rs. in Lacs)

Name of the Director Remuneration paid

During the year

ended March 31,

2014

During the year

ended March

31, 2013

During the

year ended

March 31, 2012

During the

year ended

March 31,

2011

Shri Harish Raghavji

Patel

600.00 240.00 192.00 Nil

Shri Rajesh Raghavji

Patel

600.00 600.00 204.00 Nil

Shri Kantilal Arjan Patel Nil Nil Nil Nil

Shri Ajay Narsidas Patel Nil Nil Nil Nil

Total remuneration paid 1,200.00 840.00 396.00 Nil

(ii) Details of the changes in directors since last 3 years:

There have been no changes in the Directors of the Company during the last 3 years.

e) Details regarding statutory auditors of the Company :-

(i) Details of the statutory auditor of the Company:

Name Address Auditor since

M/s A. J. Kanakia & Co.,

Chartered Accountants

1, Alankar Building, 251, Sion Main Road,

Sion (W), Mumbai – 400 022

Since incorporation

(ii) Details of change in auditor since last three years:

There have been no changes in auditor of the Company during the last 3 years.

f) Details of borrowings of the Company as on June 30, 2014:

(i) Details of Term Loan Facilities as on June 30, 2014:

Lenders

Name

Type of

Facility

Amount

sanctioned

(Rs. in Lacs)

Principal Amount

Outstanding as on

June 30, 2014 (Rs.

in Lacs)

Repayment

Date /

Schedule

Security

ICICI Home

Finance

Company

Limited

Fund Based -

Rupee Term

Loan

10,000.00 5,094.65 18 monthly

instalments

from October

15, 2013

Refer Note

1

ICICI Bank

Limited

Fund Based -

Rupee Term

Loan

18,000.00 15,108.80 18 monthly

instalments

from March

15, 2015

Refer Note

2

ICICI Bank

Limited

Fund Based -

Rupee Term

Loan

5,000.00 5,000.00 30 EMIs

commencing

from Feb 15,

2016

Refer Note

3

Note 1: Details of Security provided to ICICI Home Finance Company Limited (“ICICI HFC”) for

availing loan of Rs. 10,000 Lacs:

• Pari passu charge along with other lender by registered mortgage on all the pieces and parcels of land

bearing CTS Nos. 92A & 92B lying and being at village Hariyali ad measuring about 12,813.70 sq.

20

mt. near Vikhroli, Mumbai, along with structures thereon, the scheduled receivables of the residential

project – Raj Splendour and the escrow account of the project, all monies credited/deposited therein.

• Pari passu charge along with other lender by registered mortgage on land (with all buildings and

structures thereon both present and future), ad-measuring 245,276 sq ft situated at CTS No. 102A/2

and 102A/4 situated at village Tirandaz, Powai, Mumbai, the scheduled receivables of the residential

project - Raj Grandeur and the escrow account of the project, all monies credited/deposited therein.

• Pari passu charge along with other lender by registered mortgage on leasehold rights of all the pieces

and parcels of land bearing CTS No 183B of village Mulgaon & CTS Nos 34/2A & 32/2B of village

Chakala admeasuring 2,525.30 square metres situated at Andheri Kurla Road, Mumbai.

• Pari passu charge along with other lender by registered mortgage on DSR account and all monies

credited /deposited therein and all investments in respect thereof (in whatever form the same may be).

• Pari passu charge along with other lender by way of security of all rights, title, interest, claims,

benefits, demands under the project documents both present and future.

• Personal Guarantee of Mr. Rajesh Patel and Mr. Harish Patel.

• Corporate Guarantee of Rajesh Construction Company Private Limited

• Post dated cheques (PDCs) for principle repayment of the RTLs

Note 2: Details of Security provided to ICICI Bank Limited for availing loan of Rs. 18,000 Lacs:

• Pari passu charge along with other lender by way of registered mortgage on Land (with all buildings

and structures thereon both present and future), admeasuring approximately 245,276 sq ft. situated at

new CTS No. 102A/2 and 102A/4 situated at village Tirandaz, Powai, Mumbai.

• Pari passu charge along with other lender by way of registered mortgage on scheduled receivables of

project Raj Grandeur having salable area of 423,520 sq ft (unsold salable area 296,650 sq ft), Powai.

• Extension of pari passu charge along with other lender by way of registered mortgage on all the pieces

and parcels of land bearing CTS Nos. 92A & 92B at village Hariyali ad measuring 12,813.70 sq mtrs.

at Bombay Agra Road, Near Vikhroli, Mumbai.

• Extension of pari passu charge along with other lender by way of registered mortgage on scheduled

receivables I of project Raj Splendour having salable area of around 292,395 lac sq ft.

• Extension of pari passu charge along with other lender by way of registered mortgage on the leasehold

rights of all the pieces and parcels of land bearing CTS No 183B of village Mulgaon & CTS Nos

34/2A & 32/2B of village Chakala admeasuring about 2,525.30 sq mtrs situated at Andheri Kurla

Road, Mumbai.

• Pari passu charge by way of registered mortgage on the escrow account, all monies credited

/deposited therein (in whatever form the same may be).

• Exclusive charge by way of registered mortgage on the DSR account.

• Extension of pari passu charge by way of registered mortgage on the escrow account-I, all monies

credited /deposited therein (in whatever form the same may be).

• Unconditional and irrevocable personal guarantee of Mr. Rajesh Patel and Mr. Harish Patel.

• Corporate guarantee of Rajesh Construction Company Private Limited

• Three post dated cheques (PDCs), each for 1/3rd of the principal amount of the facility.

Note 3: Details of Security provided to ICICI Bank Limited for availing loan of Rs. 5,000 Lacs:

• Extension of pari passu charge with ICICI HFC by way of registered mortgage on Land admeasuring

approx.245,276 sq.ft. situated at new CTS No.102A/2 and 102A/4 situated at village Tirandaz, Powai,

Mumbai together with all building with structures thereon, both present and future.

• Extension of pari passu charge with ICICI HFC by way of registered mortgage on scheduled

receivables of the other project.

• Extension of pari passu charge with ICICI HFC by way of registered mortgage on escrow a/c of the

other project, all the monies credited/deposited & all investments in respect there of.

• Exclusive charge with ICICI HFC by way of registered mortgage on the DSR a/c all monies

credited/deposited therein & all investments thereof.

• Extension of first charge by way of registered mortgage on leasehold rights of land bearing survey

no.s 146/4 (part), 148/2/1, 412/2 (part) admeasuring 4,480.40 sq. mtrs situated at village majiwada,

Thane (Property 2).

• Extension of first charge by way of registered mortgage Land bearing survey no.s 141/1/1, 144/1

(part), 145/1/1 (part), 145/2 & 148/1/1 (part) admeasuring 15252.22 sq meters situated at village

majiwada, taluka and dist thane (Property 1).

21

• Extension of first charge byway of registered mortgage on the escrow account of residential cum

commercial project “Raj Tattva” having saleable area of apprx. 12,55,326 sq. Ft. being developed by

group company on the property 1 & 2 (“Project”), all monies credited/deposited therein (in whatever

form the same may be), and all investments in respect thereof (in whatever form the same may be).

• Extension of first charge by way of registered mortgage on the future scheduled receivables of the

Project.

(ii) Details of Unsecured Loan Facilities as on June 30, 2014:

Lenders Name Types of

Facility

Amoun

t

Sanctio

ned

Principal

Amount

Outstanding

as on June 30,

2014

Repayment

Date /

Schedule

From Promoters, Holding

Company, Directors, relatives,

friends, associates and others

(number of lenders: 30)

Un-secured Loan N.A. 1,938,321,287 Repayable on

demand

Total 1,938,321,287

(iii) Details of NCDs as on June 30, 2014:

Debentur

e Series

Tenure

period

of

maturit

y

Coupo

n

Amou

nt (in

Rs.)

Date of

Allotme

nt

Redemptio

n date /

Schedule

Credit

rating

Secured/

unsecure

d

Security

Unlisted

NCDs

42

months

and

extenda

ble upto

48

months

12% 67,50,0

0,000

May 2,

2014

42 months

and

extendable

upto 48

months

N.A. Secured 1,50,000

residential sq. ft.

of saleable area

of Project Raj

Torres

(iv) List of top 10 Debenture Holders as on June 30, 2014

Sr. No. Name of Debenture Holders Amount (Rs.)

1. Gagandeep Credit Capital Pvt. Ltd

22,50,00,000

2. Quality Investments Pvt. LTD

22,50,00,000

3. Tejaskiran Pharmachem India Pvt. Ltd

22,50,00,000

(v) The amount of corporate guarantee issued by the Issuer along with name of the counterparty (like name

of the subsidiary, JV entity, group company, etc.) on behalf of whom it has been issued as on June 30,

2014:

Sr.

No.

Guarantor Name of Borrower Name of Bank

/ Institution

Amount (Rs.)

1. Rajesh Estates and Nirman

Private Limited

A group company

named Kothari Auto

Parts Manufactures

Private Limited vide

deed of guranatee dated

July 26, 2013

ICICI Bank

Limited

1,25,00,00,000

22

(vi) Details of Commercial Paper:- The total Face Value of Commercial Papers Outstanding as on the June

30, 2014 is set forth below:

Nil

(vii) Details of rest of the borrowing (if any including hybrid debt like FCCB, Optionally Convertible

Debentures / Preference Shares) as on June 30, 2014:

Nil

(viii) Details of all default/s and/or delay in payments of statutory dues, interest and principal of any kind of

term loans from any bank or financial institution, debt securities, deposits and other financial

indebtedness including corporate guarantee issued by the Company, in the past 5 years:

Nil

(ix) 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

g) Details of Promoters:

Details of Promoter Holding in the Company as on June 30, 2014:

Sr.

No.

Name of Shareholder Total no

of Equity

Shares

No. Of

Equity

Shares in

demat

form

Total

Shareholding

as % of total

no. Of Equity

Shares

No. Of

Equity

Shares

Pledged

% of Equity

Shares

pledged

with respect

to shares

owned

1. Harish R. Patel* 1 NIL 0.00% NIL NIL

2. Rajesh R. Patel* 1 NIL 0.00% NIL NIL

*Shareholder holds shares as a nominee of Rajesh Construction Company Private Limited

h) Abridged version of Audited 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 section – “Summary of Financial Statements”

i) Abridged version of Limited reviewed accounts for the period ended December 31, 2013 and auditors

qualifications, if any.

Please refer section – “Summary of Financial Statements”.

j) 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 details given in this Information Memorandum, there is no material event/development or

change at the time of issue of this document which may affect the issue or the investor’s decision to

invest/continue to invest in the debt securities.

23

k) Name of the Debenture Trustee and Consent thereof

IL&FS Trust Company Limited has given its written consent for its appointment as debenture trustee to the

Issue under regulation 4 (4) of the SEBI Debt Listing Regulations and in all the subsequent periodical

communications sent to the holders of debt securities. Consent letter, dated August 1, 2014, received from

Debenture Trustee is attached as Annexure III.

l) Credit Rating and Credit Rating Rationale

The Debentures proposed to be issued by the Issuer have been rated by India Ratings and Research Private

Limited IND AA (SO) (EXP).

The above rating is not a recommendation to buy, sell or hold Debentures or other securities 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 the 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 agency has the right to suspend

withdraw the rating at any time on the basis of new information, etc.

The credit rating certificate received from India Ratings and Research Private Limited is attached as

Annexure II.

m) The details of 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

Information Memorandum and details of prosecutions filed, fines imposed, compounding of offences

in the last three years immediately preceding the year of the Information Memorandum

There has been no inquiry, inspections or investigations initiated or conducted under the Companies Act or

any previous company law on the Company in the last three years immediately preceding the year of

circulation of Information Memorandum. Further there has been no prosecutions filed, fines imposed,

compounding of offences in the last three years immediately preceding the year of the Information

Memorandum.

n) Details of material frauds committed against the Company in the last three years

There have been no material frauds committed against the Company in the last three years

o) If the security is backed by a guarantee or letter of comfort or any other document / letter with

similar intent, a copy of the same shall be disclosed. In case such document does not contain detailed

payment structure (procedure of invocation of guarantee and receipt of payment by the investor

along with timelines), the same shall be disclosed in the offer.

The security is backed by the following:

Nature of guarantee letter/ instrument

Personal guarantee issued by Mr. Harish Patel

Personal guarantee issued by Mr. Rajesh Patel

Corporate guarantee issued by Rajesh Construction Company Private Limited

Security Share Pledge Agreement

p) The recognised stock exchanges where the debt securities are proposed to be listed.

The Debentures are proposed to be listed on WDM Segment of BSE Limited. The Company shall comply

with the requirements of the listing agreement to the extent applicable to it on a continuous basis.

q) The 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 The Directors, Promoters or key managerial personnels are not interested in the Issue.

r) Details of any litigation or legal action pending or taken by any Ministry or Department of the

Government or a statutory authority against any Promoter of the Company during the last three

24

years immediately preceding the year of the circulation of the offer letter and any direction issued by

such Ministry or Department or statutory authority upon conclusion of such litigation or legal action

shall be disclosed

There are no litigations or legal action pending or taken by any Ministry or Department of the Government

or a statutory authority against any Promoter of the Company during the last three years.

s) Details of changes in accounting policies during the last three years

There has been no change in accounting policies during the last three years

t) Other Details

6.1 Debenture Redemption Reserve creation – relevant regulations and applicability.

As per the Companies Act - The Company shall create a Debenture Redemption Reserve for the

purpose of redemption of debentures, in accordance with the conditions given below-

a) the Debenture Redemption Reserve shall be created out of the profits of the company available for

payment of dividend;

b) the company shall create Debenture Redemption Reserve equivalent to at least fifty percent of the

amount raised through the debenture issue before debenture redemption commences.

c) every company required to create Debenture Redemption Reserve shall on or before the 30th day

of April in each year, invest or deposit, as the case may be, a sum which shall not be less than

fifteen percent, of the amount of its debentures maturing during the year ending on the 31st day of

March of the next year, in any one or more of the following methods, namely:-

(i) in deposits with any scheduled bank, free from any charge or lien;

(ii) in unencumbered securities of the Central Government or of any State Government;

(iii) in unencumbered securities mentioned in sub-clauses (a) to (d) and (ee) of section 20 of the

Indian Trusts Act, 1882;

(iv) in unencumbered bonds issued by any other company which is notified under sub-clause (f) of

section 20 of the Indian Trusts Act, 1882;

the amount invested or deposited as above shall not be used for any purpose other than for

redemption of debentures maturing during the year referred above: Provided that the amount

remaining invested or deposited, as the case may be, shall not at any time fall below fifteen

percent of the amount of the debentures maturing during the year ending on the 31st day of

March of that year;

6.2 Issue/instrument specific regulations

• Companies Act;

• SEBI Debt Listing Regulations and other applicable circulars and guidelines issued by SEBI;

This issue of Non-Convertible Debentures is subject to the provisions of the Companies Act, the

Memorandum and Articles of Association of the Company, the terms of this Information Memorandum

and the application form. In addition, the Debentures shall also be subject to other terms and conditions

as may be incorporated in the Debenture Trust Deed/Debenture Subscription Agreement/ Letter of

Allotment, guidelines, notifications, regulations relating to the issue of Debentures and SEBI Debt

Listing Agreement.

6.3 Application Process

The Company shall make an in-principle application for listing of Debentures with the WDM Segment

of the Stock Exchange.

Upon receipt of the in principle approval from the Stock Exchange, the Company shall open the issue

of Debentures.

Post the Debenture issuance the Company shall apply for listing of the Debentures.

25

u) Undertakings by the Company

The Company undertakes that:

(i) it shall create necessary charge(s), where applicable, within the time frame specified by the relevant

regulations/guidelines issued by SEBI and other applicable laws;

(ii) it shall till the redemption of the Debentures, submit to the Debenture Trustee, all information/details

required as per the SEBI Debt Listing Regulations within the timelines mentioned therein;

(iii) complete the listing of the Debentures on the WDM Segment of the Stock Exchange, on or prior within

20 (twenty) days from the date of allotment of the Debentures.

26

SECTION 5: SUMMARY OF FINANCIAL STATEMENTS

Balance Sheet, Profit & Loss Account and Cash Flow Statement for FY 2013

Balance Sheet as on March 31, 2013

Particulars Note

No.

As on 31 March,

2013

As on 31 March,

2012

A EQUITY AND LIABILITIES

1 Shareholders’ funds

(a) Share capital 3 2,01,45,000 20,145,000

(b) Reserves and surplus 4 48,04,49,895 212,627,228

500,594,895 232,772,228

2 Non-current liabilities

(a) Long-term borrowings 5 2,242,223,120 1,881,733,777

(b) Deferred tax liabilities (net) 2,170,992 1,573,423

2,244,394,112 1,883,307,200

3 Current liabilities

(a) Short-term borrowings 6 1,306,365,475 1,159,891,900

(b) Trade payables 7 137,767,632 77,041,335

(c) Other current liabilities 8 1,678,751,976 1,860,378,756

(d) Short-term provisions 9 131,735,052 19,688,439

3,254,620,135 3,117,000,430

TOTAL (1 + 2 + 3 ) 5,999,609,142 5,233,079,858

B ASSETS

1 Non-current assets

(a) Fixed assets

(i) Tangible assets 10 20,201,791 22,480,504

(b) Non-current investments 11 51,009,551 51,009,551

(c) Other non-current assets 12 255,339,976 85,257,563

326,551,317 158,747,617

2 Current assets

(a) Inventories 13 3,939,703,967 3,801,399,551

(b) Trade receivables 14 531,265,599 173,750,360

(c) Cash and cash equivalents 15 117,894,923 348,471,871

(d) Short-term loans and advances 16 982,960,818 654,694,142

(e) Other current assets 17 101,232,518 96,016,316

5,673,057,825 5,074,332,241

TOTAL (1 + 2) 5,999,609,142 5,233,079,858

The accompanying notes form an integral part of

the financial statements

1 - 33

27

Statement of Profit and Loss for the Year Ended March 31, 2013

Particulars Note

No.

For the year

ended

31 March, 2013

For the year ended

31 March, 2012

1 Revenue from operations 18 1,717,994,367 253,207,282

2 Other income 19 14,799,914 4,369,544

3 Total revenue (1+2) 1,732,794,281 257,576,826

4 Expenses

(a) Purchases 20 234,794,021 498,089,820

(b) Changes in inventories of finished goods, work-in-

progress and Raw Material

21 -138,304,416 -1,220,992,497

(c) Employee benefits expense 22 92,716,748 46,584,373

(d) Finance costs 23 562,464,165 426,755,278

(e) Depreciation and amortisation expense 9 6,214,251 7,012,383

(f) Other expenses 24 573,525,200 443,980,285

Total expenses 1,331,409,969 201,429,643

5 Profit / (Loss) before tax (3 - 4) 401,384,312 56,147,183

6 Tax expense:

(a) Current tax expense for current year 130,890,746 19,061,732

(b) Short Provision for Taxation 1,969,405 10,396,880

(c) Net current tax expense 132,860,151 29,458,612

(d) Deferred tax 597,569 661,258

(e) Provision for Wealth Tax 103,925 66,723

133,561,645 30,186,593

7 Profit / (Loss) for the year (5 - 6) 267,822,667 25,960,590

8 Earnings per share (of Rs. 10/- each):

(a) Basic 29 132.95 12.89

See accompanying notes forming part of the

financial statements

1 - 33

28

Cash Flow Statement for the Year Ended March 31, 2013

Particulars For The Year

Ended 31-03-2013

For The Year Ended

31-03-2012

Cash Flow From Operating Activities

Profit for the Year Before Taxation 401,384,312 56,147,183

Adjustment For:

Depreciation 6,214,251 7,012,383

Interest 416,064,495 318,097,292

Profit on Sale of Fixed Assets 394,403 -

Opeating Profit before working capitals changes 823,268,655 381,256,858

Adjustment For:

(Increase)/Decrease in working capital

Short Term Loans & Advances (328,266,676) 233,588,853

Other Current Assets (5,216,202) 316,092,823

Other Non-Current Assets (170,082,413) (44,584,129)

Trade Receivable (357,515,239) 328,612,611

Inventories (138,304,416) (1,220,992,497)

Trade Payable 60,726,297 (13,330,580)

Short Term Provision 180,397 51,507

Other Current Liabilities (181,626,781) 679,582,377

Net Changes in Working Capital (1,120,105,032) 279,020,965

Net Income Tax (paid) / refunds (21,097,860) (105,246,180)

Net Cash generated from/(used in) operation (317,934,237) 555,031,643

Cash Flow from Investing Activities

Purchases of Fixed Assets (4,291,135) (5,775,889)

Sales of Fixed Assets 750,000 252,379

Changes in Investments - (3,333,977)

Net Cash generated from/(used in) investing activities (3,541,135) (8,857,487)

Cash Flow from Financing Activities

Share Application Received / (Refunded) - (5,502,000)

Proceeds from Long-Term Borrowings 360,489,344 849,408,001

Proceeds from Short-Term Borrowings 146,473,575 (723,187,494)

Finance costs (416,064,495) (318,097,292)

Net Cash generated from/(used in) financing activities 90,898,423 (197,378,786)

Net Increase/(decrease) in cash and cash equivalents (230,576,948) 348,795,371

Cash and Cash equivalents at the beginning of the year 348,471,871 (323,500)

Cash and Cash equivalents at the end of the year 117,894,923 348,471,871

Net Increase/(decrease) as disclosed above (230,576,948) 348,795,371

29


Balance Sheet as at March 31, 2012

Particulars Note

No.

As at 31 March,

2012

As at 31 March,

2011

A EQUITY AND LIABILITIES

1 Shareholders’ funds

(a) Share capital 3 20,145,000 20,145,000

(b) Reserves and surplus 4 212,627,228 186,666,638

232,772,228 206,811,638

2 Share application money pending allotment - 241,102,000

3 Non-current liabilities

(a) Long-term borrowings 5 1,881,733,777 1,032,325,776

(b) Deferred tax liabilities (net) 1,573,423 912,165

1,883,307,200 1,033,237,941

4 Current liabilities

(a) Short-term borrowings 6 1,159,891,900 1,647,479,394

(b) Trade payables 7 77,041,335 90,371,915

(c) Other current liabilities 8 1,860,378,757 1,196,322,516

(d) Short-term provisions 9 19,688,439 95,357,777

3,117,000,430 3,029,531,602

TOTAL (1 + 2 + 3 + 4) 5,233,079,858 4,510,683,182

B ASSETS

1 Non-current assets

(a) Fixed assets

(i) Tangible assets 10 22,480,504 23,969,379

(b) Non-current investments 11 51,009,551 47,675,574

(c) Other non-current assets 12 85,257,563 40,673,434

158,747,617 112,318,387

2 Current assets

(a) Inventories 13 3,801,399,551 2,580,407,054

(b) Trade receivables 14 173,750,360 502,362,971

(c) Cash and cash equivalents 15 348,471,871 15,202,636

(d) Short-term loans and advances 16 654,694,142 888,282,995

(e) Other current assets 17 96,016,316 412,109,139

5,074,332,241 4,398,364,795

TOTAL (1 + 2) 5,233,079,858 4,510,683,182

The accompanying notes form an integral part of the

financial statements

1 - 33

30

Statement of Profit and Loss for the Year Ended March 31, 2012

Particulars Note

No.

For the year

ended

31 March, 2012

For the year

ended

31 March, 2011

1 Revenue from operations 18 253,207,282 507,098,694

2 Other income 19 4,369,544 1,785,429

3 Total revenue (1+2) 257,576,826 508,884,123

4 Expenses

(a) Purchases 20 498,089,820 210,829,382

(b) Changes in inventories of finished goods, work-in-

progress and Raw Material

21 (1,220,992,497) (562,652,481)

(c) Employee benefits expense 22 46,584,373 6,512,040

(d) Finance costs 23 426,755,278 245,956,812

(e) Depreciation and amortisation expense 9 7,012,383 5,946,253

(f) Other expenses 24 443,980,285 318,161,682

Total expenses 201,429,643 224,753,688

5 Profit / (Loss) before tax (3 - 4) 56,147,183 284,130,435

6 Tax expense:

(a) Current tax expense for current year 19,061,732 94,800,000

(b) Short Provision for Taxation 10,396,880 -

(c) Net current tax expense 29,458,612 94,800,000

(d) Deferred tax 661,258 912,165

(e) Provision for Wealth Tax 66,723 49,300

30,186,593 95,761,465

7 Profit / (Loss) for the year (5 - 6) 25,960,590 188,368,970

8 Earnings per share (of Rs. 10/- each):

(a) Basic 29 12.89 93.51

See accompanying notes forming part of the financial

statements

1 - 33

31


Particulars For The Year Ended

31-03-2012

For The Year

Ended 31-03-2011


Profit for the Year Before Taxation 56,147,183 284,130,436

Adjustment For:

Depreciation 7,012,383 5,946,253

Interest 318,097,292 158,966,768

Preliminary Expenses Written Off

51,140

Operating Profit before working capitals changes 381,256,858 449,094,597

Adjustment For:


Short Term Loans & Advances 233,588,853 (8,590,479)

Other Current Assets 316,092,823 377,611,984

Other Non-Current Assets (44,584,129) (40,673,434)

Trade Receivable 328,612,611 (502,362,971)

Inventories (1,220,992,497) (950,430,464)

Trade Payable (13,330,580) 14,383,648

Short Term Provision 51,507 139,481

Other Current Liabilities 679,582,377 33,506,705

Net Changes in Working Capital 279,020,965 (1,076,415,530)

(105,246,180) -

Net Cash generated from/(used in) operation 555,031,643 (627,320,933)



Sales of Fixed Assets 252,379 212,146

Changes in Investments (3,333,977) -

Net Cash generated from/(used in) investing activites (8,857,487) (15,104,666)


Share Application Received / (Refunded) (5,502,000) -

Interest Paid (318,097,292) (158,966,768)

Proceeds from long Term Borrowings 849,408,001 741,615,724

Repayment of Short Term Borrowings (723,187,494) 13,163,127

Net Cash generated from/(used in) financing activities (197,378,786) 595,812,083

Net Increase/(decrease) in cash and cash equivalents 348,795,371 (46,613,517)

Cash and Cash equivalents at the beginning of the year (323,500) 46,290,016

Cash and Cash equivalents at the end of the year 348,471,871 (323,500)

Net Increase/(decrease) as disclosed above 348,795,371 (46,613,517)

32


Balance Sheet as at March 31, 2011

Particulars Schedule As at March 31,

2011(Rs.)

As at March 31,

2010 (Rs.)

SOURCES OF FUNDS

I) Shareholders Funds

a) Share Capital A 20,145,000 20,145,000

b) Share Application 241,102,000 241,102,000

c) Reserve & Surplus 186,666,638 -

II) Loan Funds

a) Secured Loans B 1,819,112,424 1,030,973,338

b) Unsecured Loans C 1,209,126,737 1,246,407,918

III) Deferred Tax Liability 912,165

Total : 3,477,064,964 2,538,628,256

APPLICATION OF FUNDS

I) Fixed Assets D 23,969,379 14,810,965

II) Investments E 88,349,008 47,675,574

III) Current Assets, Loans & Advances F

a) Inventories 8,034,320 12,740,273

b) Work-in-Progress 2,572,372,734 1,617,236,317

c) Sundry Debtors 502,362,971 -

c) Plots of Land 411,617,279 789,229,263

d) Cash & Bank Balances 15,202,636 54,427,427

e) Loans & Advances & Deposits 888,282,995 879,692,516

4,397,872,935 3,353,325,797

Less:- Current Liabilities & Provisions

Current Liabilities G 851,815,747 801,164,294

Provisions 181,802,471 78,265,119

Net Current Assets 3,364,254,717 2,473,896,385

IV) Miscelleneous Expenditure H 491,860 543,000

(To the extent not written off or adjusted)

V) Profit & Loss Appropriation Account - 1,702,332

Total : 3,477,064,964 2,538,628,256

Schedules referred above form part of accounts.

33

Statement of Profit And Loss for the Year Ended March 31, 2011

Particulars Schedule Current Year Previous Year

(Rs) (Rs)

INCOME :

Operating Income I 507,098,694 -

Other Income J 1,785,429 -

Decrease / (Increase) in Work-in-Progress K 567,358,433 517,332,586

Total (I):-

1,076,242,557 517,332,586

EXPENDITURE : Decrease / (Increase) in Stock of Materials L 4,705,953 (10,607,844)

Material Purchase

210,829,382 208,442,004

Labour Charges

103,537,726 91,341,245

Other Direct Expenses M 194,880,651 41,867,730

Indirect Expenses N 93,884,244 76,606,332

Selling Expenses O 8,898,935 223,841

Finance Charges

169,287,337 109,459,278

Depreciation

5,946,253 -

Donation

68,999 659,994

Interest on Late Payment of TDS

19,791 63,166

Excess TDS Paid

1,711 -

Preliminary Expenses w/off

51,140 51,140

Total (II):-

792,112,121 518,106,886

Profit Before Tax (I - II) 284,130,436 (774,300)

Less: Prior Period Income - 230,301

Less: Provision for Income Tax 94,800,000 -

Less :Provision for Wealth Tax 49,300 -

Less: Deferred Tax Liability 912,165

Less: Short Provision for Income Tax - 23,576

Profit for the Year 188,368,971 (567,575)

Add: Balance from the Last Year (1,702,332) (1,134,757)

Profit After Tax carried to Balance Sheet 186,666,638 (1,702,332)

Significant Accounting Policies & Notes to Accounts P

Earnings per Share Basic (in Rs.) 93.51 (0.28)

34


Particulars For The Year Ended

31-03-2011

For The Year Ended

31-03-2010


Profit for the Year Before Taxation 284,130,436 (567,575)

Adjustment For:

Depreciation 5,946,253 3,357,675

Interest 158,966,768 109,459,278

Preliminary Expenses Written Off 51,140 51,140

Operating Profit before working capitals changes 449,094,597 112,300,518

Adjustment For:


Loans & Advances - -

Deposits 1,188,000 (1,250,000)

Advances (9,778,479) (75,403,482)

Plots of Land 377,611,984 (2,295,928)

Land & Development & Work in Progress (955,136,417) (517,332,585)

Sundry Debtors (502,362,971) -

Inventories 4,705,953 (10,607,844)

Current Liabilities and Provision 51,950,781 389,748,518

Net Changes in Working Capital (1,031,821,148) (217,141,321)

Net Cash generated from/(used in) operation (582,726,552) (104,840,803)



Sales of Fixed Assets 212,146 -

Changes in Investments (40,673,434) -

Net Cash generated from/(used in) investing activites (55,778,100) (4,847,646)


Share Application Received / (Refunded) - (12,000,000)

Interest Paid (158,966,768) (109,459,278)

Preliminary Expenditure Incurred - -

Loans from bank taken/(repaid) 788,139,086 (16,104,432)

Unsecured loan taken/(repaid) (37,281,181) 298,776,920

Net Cash generated from/(used in) financing activities 591,891,137 161,213,211

Net Increase/(decrease) in cash and cash equivalents (46,613,516) 51,524,762

Cash and Cash equivalents at the beginning of the year 46,290,016 (5,234,746)

Cash and Cash equivalents at the end of the year (323,500) 46,290,016

Net Increase/(decrease) as disclosed above (46,613,516) 51,524,762

35

SECTION 6: TRANSACTION DOCUMENTATION

6.1 Transaction Documentation

Documentation shall be in form and substance customary for transactions of this nature and satisfactory to

all parties, including, but not limited to, a Debenture Trust Deed (including any other documents relating to

the Securities), Debenture Trustee Agreement, Escrow Agreement, Personal Guarantee Agreement,

Corporate Guarantee Agreement, Deed of Hypothecation, Security Share Pledge Agreement and

Information Memorandum containing conditions precedent, representations and warranties, covenants,

events of default, material adverse change, cross default, provision of information on request of any holder

of the NCDs, and default interest and any other terms and conditions that may be provided for in the above

documentation or any other documentation as may be required by the Mandated Lead Arranger.

36

SECTION 7: OTHER INFORMATION AND ISSUE PROCEDURE

The Debentures being offered as part of the Issue are subject to the provisions of the Companies Act, SEBI Debt

Listing Regulations, the Memorandum and Articles of Association of the Issuer, the terms of this Information

Memorandum. Application Form and other terms and conditions as may be contained in the Transaction

Documents.

7.1 Mode of Transfer/Transmission of Debentures

The Debentures shall be transferable freely. The Debentures shall be transferred and/or transmitted in

accordance with the applicable provisions of the Companies Act and other applicable laws. The provisions

relating to transfer, transmission and other related matters in respect of shares of the Issuer contained in the

Articles of Association of the Company and the Companies Act shall apply, mutatis mutandis (to the extent

applicable to Debentures), to the Debentures as well. The Debentures held in dematerialized form shall be

transferred subject to and in accordance with the rules/procedures as prescribed by the Depository and the

relevant DPs of the transferor or transferee and any other applicable laws and rules notified in respect

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

In the absence of the same, amounts due will be paid/redemption will be made to the person, whose name

appears in the register of debenture holders maintained by the R&T Agent as on the Record Date, under all

circumstances. In cases where the transfer formalities have not been completed by the transferor, claims, if

any, by the transferees would need to be settled with the transferor(s) and not with the Issuer. The normal

procedure followed for transfer of securities held in dematerialized form shall be followed for transfer of

these Debentures held in dematerialised form. The seller should give delivery instructions – containing

details of the buyer’s DP account to his DP.

7.2 Debentures held in Dematerialised Form

The Company has finalized Depository arrangements with National Securities Depository Limited (NSDL)

/ Central Depository Services (India) Limited (CDSL) for dematerialization of the Debentures. The investor

has to necessarily hold the Debentures in dematerialized form and deal with the same as per the provisions

of Depositories Act, 1996 (as amended from time to time). The normal procedures followed for transfer of

securities held in dematerialized form shall be followed for transfer of these Debentures held in electronic

form. The seller should give delivery instructions containing details of the buyer’s DP account to his

depository participant.

Applicants are requested to mention their Depository Participant’s name, DP-ID and Beneficiary Account

Number/Client ID in the appropriate place in the Application Form. In case the depository arrangement is

finalized before the completion of all legal formalities for issue of Debenture Certificates, Debentures to

successful allottee(s) having Depository Account shall be credited to their Depository Account against

surrender of Letter of Allotment.

The Debentures shall be held in dematerialised form and no action is required on the part of the Debenture

Holder(s) for redemption purposes and the redemption proceeds will be paid by cheque/fund transfer/RTGS

to those Debenture Holder(s) whose names appear on the list of beneficiaries maintained by the R&T

Agent. Only those Debenture Holders whose names appear as beneficiaries as per the R&T Agent’s records

on the relevant Record Date would be considered for the purpose of redemption. All such Debentures will

be simultaneously redeemed through appropriate debit corporate action.

The list of beneficiaries as of the relevant Record Date setting out the relevant beneficiaries’ name and

account number, address, bank details and DP’s identification number will be given by the R&T Agent to

the Issuer. If permitted, the Issuer may transfer payments required to be made in any relation by

NEFT/RTGS to the bank account of the Debenture Holder(s) for redemption payments.

7.3 Undertaking that Issuer shall use a Common Form of Transfer

The normal procedure followed for transfer of securities held in dematerialized form shall be followed for

transfer of the Debentures held in electronic form. The seller should give delivery instructions containing

details of the buyer’s Depository Participant account to its depository participant. The Company undertakes

that there will be a common transfer form/procedure for transfer of debentures.

37

7.4 Trustee for the Debenture Holder(s)

The Issuer has appointed IL&FS Trust Company Limited to act as trustee for the Debenture Holder(s). A

Debenture Trust Deed shall be executed inter alia, specifying the powers, authorities and obligations of the

Debenture Trustee and the Issuer. The Debenture Holder(s) shall, without further act or deed, be deemed to

have given their consent to the Debenture Trustee or any of its agents or authorized officials to do all such

acts, deeds, matters and things in respect of or relating to the Debentures as the Debenture Trustee may in

its absolute discretion deem necessary or require to be done in the interest of the Debenture Holder(s). Any

payment made by the Issuer to the Debenture Trustee on behalf of the Debenture Holder(s) shall discharge

the Issuer pro tanto to the Debenture Holder(s). The Debenture Trustee will protect the interest of the

Debenture Holder(s) in regard to the repayment of principal and yield thereon and it will take necessary

action, subject to and in accordance with the Debenture Trust Deed, at the cost of the Issuer. The Debenture

Trust Deed shall more specifically set out the rights and remedies of the Debenture Holder(s) and the

manner of enforcement thereof. It is clarified that Debenture Trustee does not have any responsibility nor

will be required to monitor the Distributable Surplus.

7.5 Resignation/retirement of the Debenture Trustee shall be as per terms of the Debenture Trust Deed.

In case of any contradiction between the Information Memorandum and the Transaction

Document(s) to be signed/ already signed with the Debenture Trustee, the contents of the latter shall

prevail.

7.6 Debenture Holder not a Shareholder

The Debenture Holders shall not be entitled to any right and privileges of shareholders other than those

available to them under the Companies Act. The Debentures shall not confer upon the Debenture Holders

the right to receive notices or to attend and to vote at any general meetings of the shareholders of the Issuer.

7.7 Modification of Debentures

The Debenture Trustee and the Issuer will make only those modifications in the terms of the Debentures

which in the opinion of the Debenture Trustee is of a formal, minor or technical nature or is to correct a

manifest error.

Any other change or modification to the terms of the Debentures shall require approval by Majority

Debenture Holders and Sponsor Investor as described under Transaction Documents.

7.8 Right to accept or reject Applications

The Board of Directors reserves its full, unqualified and absolute right to accept or reject any application for

subscription to the Debentures, in part or in full, without assigning any reason thereof.

7.9 Notices

Any notice, request or other communication to be made or given, by Issuer/Debenture Trustee to Debenture

Holders or vice-versa, shall be in writing unless otherwise stated. Such notice, demand request or other

communication shall be deemed to have been duly given or made when it shall be sent by any of the

following means: (a) delivered personally, or (b) sent by facsimile transmission, or (c) sent by registered

mail with acknowledgment due, postage prepaid, or (d) sent by e-mail.

7.10 Details of utilisation of the issue proceeds

The funds raised by the issue of the Debentures shall be utilized by the Issuer for general corporate

purposes.

38

7.11 Issue Procedure

This being a Private placement offer, investors who are established/ resident in India and who have been

addressed through this communication directly only are eligible to apply.

All Application Forms, duly completed, together with cheque/ demand draft for the amount payable on

application must be delivered before the closing date of the issue to the Issuer.

Applications for the Debentures must be in the prescribed form (enclosed) and completed in BLOCK

CAPITAL LETTERS in English and as per the instructions contained therein.

Applications complete in all respects (along with all necessary documents as detailed in this Information

Memorandum) must be submitted before the last date indicated in the issue time table or such extended

time as decided by the Issuer, accompanied by the subscription amount by way of cheque(s)/ demand

draft(s)/electronic mode/RTGS drawn on any bank including a co-operative bank which is situated at and is

a member of the Bankers’ clearing house located at a place where the application form is submitted.

Outstation cheque(s)/ Bank draft(s) drawn on Bank(s) not participating in the clearing process at the

designated clearing centres will not be accepted. Money orders/ postal orders will also not be accepted. The

Company assumes no responsibility for any applications/ cheques/ demand drafts lost in mail.

No separate receipt will be issued for the application money. As a matter of precaution against possible

fraudulent encashment of interest warrants/ cheques due to loss/ misplacement, the applicant should furnish

the full particulars of his or her bank account (i.e. Account Number, name of the bank and branch) at the

appropriate place in the Application Form. Interest warrants will then be made out in favour of the bank for

credit to his/ her account so specified and dispatched to the investors, who may deposit the same in the said

bank.

7.12 Payment Instructions

The Application Form should be submitted along with cheque(s)/draft(s) favouring ‘M/s Rajesh Estates &

Nirman Private Limited, crossed “Account Payee Only”. Applicants can alternatively remit the application

amount through RTGS on Pay-in Date. The RTGS details of the Issuer are as under:

Name of A/c: M/s Rajesh Estates & Nirman Private Limited

Account No: 054301601000145

Bank Name and Address: Corporation Bank, Mahakali caves road Branch, A-41 Vinmar house, Opp

Marol depot, MIDC, Andheri (E), Mumbai – 400 093

IFSC Code: CORP0000543

Monies received shall be utilised only after final listing and trading permission is obtained from the BSE

Limited and post allotment pursuant to the Issue;

7.13 Eligible Investors

The following categories of Investors, when specifically approached, are eligible to apply for this private

placement of Debentures subject to fulfilling their respective investment norms/rules and compliance with

laws applicable to them by submitting all the relevant documents along with the Application Form:

• Individuals;

• Provident funds, Superannuation funds and Gratuity funds;

• Mutual funds;

• Companies, Bodies corporate and Societies;

• Insurance companies;

• NBFCs and Residuary NBFCs;

• Banks; and

• Or any other investor category eligible to invest subject to current applicable rules, act, laws etc

In each case, solely in India.

39

All Investors are required to comply with the relevant regulations/guidelines applicable to them for

investing in this issue of Debentures.

Application not to be made by

1) Hindu Undivided Family (neither by the name of the Karta);

2) Partnership Firms or their nominees

3) Limited liability partnerships formed and registered under the provisions of the Limited Liability

4) Partnership Act, 2008 (No. 6 of 2009);

5) Overseas Corporate Bodies (OCBs);

6) Foreign Institutional Investors (FIIs);

7) Non Resident Indians (NRIs)

Although above investors are eligible to apply, only those investors, who are individually addressed through

direct communication by the Company, are eligible to apply for the Debentures. No other person may

apply. Hosting of Information Memorandum on the website of the BSE should not be construed as an offer

to Issue and the same has been hosted only as it is stipulated by SEBI.

Note: Participation by potential investors in the issue may be subject to statutory and/or regulatory

requirements applicable to them in connection with subscription to Indian securities by such categories of

persons or entities. Applicants are advised to ensure that they comply with all regulatory requirements

applicable to them, including exchange controls and other requirements. Applicants ought to seek

independent legal and regulatory advice in relation to the laws applicable to them. Nothing contain herein

shall however preclude any and all entities/persons eligible to acquire and hold debentures in accordance

with applicable law requirements to acquire such Debentures pursuant to any transfer of such Debentures

post listing.

7.14 Procedure for Applying for Dematerialised Facility

a) The applicant must have at least one beneficiary account with any of the DP’s of the Depository prior

to making the application.

b) The applicant should fill in the details (including the beneficiary account number and DP – ID)

appearing in the Application Form under the heading ‘Details for Issue of Debentures in

Electronic/Dematerialised Form”.

c) Debentures allotted to an applicant will be credited to the applicant’s respective beneficiary account(s)

with the DP within 2 (two) Business Days from the Deemed Date of Allotment.

d) For subscribing to the Debentures, names in the Application Form should be identical to those

appearing in the details in the Depository. In case of joint holders, the names should necessarily be in

the same sequence as they appear in the account details maintained with the DP.

e) Non-transferable allotment advice/refund orders will be directly sent to the applicant by the R&T

Agent.

f) If incomplete/incorrect details are given under the heading “Details for Issue of Debentures in

Electronic/Dematerialised Form” in the Application Form, it will be deemed to be an incomplete

application and the same may be held liable for rejection at the sole discretion of the Issuer.

g) For allotment of Debentures, the address, nomination details and other details of the applicant as

registered with his/her DP shall be used for all correspondence. The applicant is therefore responsible

for the correctness of his/her demographic details given in the Application Form vis-a-vis those with

his/her DP. In case the information is incorrect or insufficient, the Issuer would not be liable for the

losses, if any.

h) The redemption amount or other benefits would be paid to those Debenture Holders whose names

appear on the list of beneficial owners maintained by the R&T Agent as on the Record Date. In case of

those Debentures for which the beneficial owner is not identified in the records of the R&T Agent as

on the Record Date, the Issuer would keep in abeyance the payment of the redemption amount or other

40

benefits, till such time that the beneficial owner is identified by the R&T Agent and conveyed to the

Issuer, whereupon the redemption amount and benefits will be paid to the beneficiaries, as identified.

7.15 Depository Arrangements

The Issuer shall make necessary arrangement with the Depository for issue and holding of the Debentures

in dematerialised form.

As per the- provisions of the Depositories Act, 1996, the Debentures issued by the Company shall be held

in a dematerialized/electronic form, i.e. not in the form of physical certificates.

7.16 List of Beneficiaries

The Issuer shall request the R&T Agent to provide a list of beneficiaries as at the end of each Record Date.

This shall be the list, which will be used for payment of amounts due to the Debenture Holders and/or other

benefits.

7.17 Application under Power of Attorney

A certified true copy of the power of attorney or the relevant authority as the case may be along with the

names and specimen signature(s) of all the authorized signatories of the Investor and the tax exemption

certificate/document of the Investor, if any, must be lodged along with the submission of the completed

Application Form. Further modifications/additions in the power of attorney or authority should be notified

to the Issuer or to its agents or to such other person(s) at such other address(es) as may be specified by the

Issuer from time to time through a suitable communication.

In case of an application made by companies under a power of attorney or resolution or authority, a

certified true copy thereof along with memorandum and articles of association and/or bye-laws along with

other constitutional documents must be attached to the Application Form at the time of making the

application, failing which, the Issuer reserves the full, unqualified and absolute right to accept or reject any

application in whole or in part and in either case without assigning any reason thereto. Names and specimen

signatures of all the authorized signatories must also be lodged along with the submission of the completed

Application Form.

7.18 Documents to be provided by investors

Investors need to submit the following documents, as applicable:

(i) Memorandum and Articles of Association or other constitutional documents;

(ii) Resolution authorising investment;

(iii) Certified true copy of Power of Attorney (if any);

(iv) Specimen signatures of the authorised signatories duly certified by an appropriate authority;

(v) Copy of PAN card; and

(vi) Duly completed Application Form (including RTGS details)

7.19 Applications to be accompanied with Bank Account Details Every application shall be required to be accompanied by the bank account details of the applicant and the

magnetic ink character reader code of the bank for the purpose of availing direct credit of redemption

amount and all other amounts payable to the Debenture Holder(s) through NEFT/RTGS.

7.20 Succession

In the event of winding-up of the holder of the Debenture(s), the Issuer will recognize the executor or

administrator of the concerned Debenture Holder(s), or the other legal representative as having title to the

Debenture(s). The Issuer shall not be bound to recognize such executor or administrator or other legal

representative as having title to the Debenture(s), unless such executor or administrator obtains probate or

letter of administration or other legal representation, as the case may be, from a court in India having

jurisdiction over the matter.

41

The Issuer may, in its absolute discretion, where it thinks fit, dispense with production of probate or letter

of administration or other legal representation, in order to recognize such holder as being entitled to the

Debenture(s) standing in the name of the concerned Debenture Holder on production of sufficient

documentary proof and/or an indemnity.

7.21 Mode of Payment

All payments must be made through cheque(s)/draft(s)/ NEFT/ RTGS, Swift transfer or any other means

available in the banking channel, as set out in the Application Form.

7.22 Effect of Holidays

In case any due date for payment of coupon falls on a day which is not a Business Day, the payment of such

coupon shall be made on immediately succeeding Business Day.

In case the maturity date falls on a day which is not a Business Day, the redemption proceeds shall be paid

on immediately preceding Business Day.

7.23 Tax Deduction at Source

All payments by the Company to the Debenture Holder shall be made free and clear of and without any

deduction, except to the extent that the Company is required by law to make payment subject to any taxes

applicable in respect of the income of the Debenture Holders. However, the amount of tax so deducted shall

be grossed up so that the net amount received by the Debenture Holders shall be equivalent to an amount

had such deduction is not made.

For seeking TDS exemption/lower rate of TDS, relevant certificate/document must be lodged by the

Debenture Holders at the office of the R&T Agents of the Company at least 15 (Fifteen) Business Days

before the relevant payment becoming due. Tax exemption certificate/ declaration of non deduction of tax

at source on interest on application money, should be submitted along with the Application Form.

7.24 Letters of Allotment

As provided by the Companies Act, a company shall allot its securities within sixty days from the date of

receipt of the application money for such securities.

The letter of allotment, indicating allotment of the Debentures, shall be issued within 2 (two) Indian

Business Days from the Deemed Date of Allotment. The aforesaid letter of allotment shall be replaced with

the actual credit of Debentures, in dematerialised form, within two Business Days from the Deemed Date of

Allotment.

The Issuer further agrees to pay interest as per the applicable provisions of the Companies Act, 2013, if the

allotment letters/refund orders have not been dispatched to the applicants within 15 days from the date of

completion of sixty days from the date of receipt of application money.

7.25 Status of NCDs

The NCDs shall rank pari-passu inter se and without any preference or priority among themselves. Subject

to any obligations preferred by mandatory provisions of the law prevailing from time to time, the NCDs

shall also, as regards the principal amount of the NCDs, interest and all other monies secured in respect of

the NCDs, rank pari-passu with all other present and future holders of debentures issued by the Company in

the same category.

7.26 Deemed Date of Allotment

All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of

Allotment.

7.27 Record Date

42

The Record Date will be 15 (fifteen) Business Days prior to the proposed date of payment, whereon

payments are to be made by the Company to the Debenture Holders, whose name appears in the Register of

beneficial owners maintained by the Depositories under all circumstances on the record date, in accordance

with the terms of the Transaction Documents.

7.28 Refunds

For applicants whose applications have been rejected or allotted in part, refund orders will be dispatched

within 7 (seven) Business Days from the Deemed Date of Allotment of the Debentures.

In case the Issuer has received money from applicants for Debentures in excess of the aggregate of the

application money relating to the Debentures in respect of which allotments have been made, the Registrar

shall upon receiving instructions in relation to the same from the Issuer, repay the moneys to the extent of

such excess, if any.

7.29 Underwriting

The present Issue of Debentures is on private placement basis and has not been underwritten.

7.30 Permanent Account Number

Every applicant should mention its Permanent Account Number ("PAN") allotted under Income Tax Act,

1961, on the Application Form and attach a self attested copy as evidence. Application forms without PAN

will be considered incomplete and are liable to be rejected.

7.31 Payment on Redemption

Payment on redemption will be made by way of cheque(s)/redemption warrant(s)/demand draft(s)/credit

through NEFT/RTGS system/funds transfer in the name of the Debenture Holder(s) whose names appear on

the list of beneficial owners given by the Depository to the Issuer as on the Record Date.

The Debentures shall be taken as discharged on payment of the redemption amount, pursuant to exercise

Put/Call Option, (whether being redemption at premium, at par or at a discount) by the Issuer on maturity to

the Debenture Holder(s) whose name appears in the register of debenture holder(s) on the Record Date. On

such payment being made, the Issuer will inform NSDL/CDSL and accordingly the account of the

Debenture Holder(s) with NSDL/CDSL will be adjusted.

On the Issuer dispatching the amount as specified above in respect of the Debentures, the liability of the

Issuer shall stand extinguished.

As per SEBI circular no.CIR/IMD/DF/18/2013 dated October 29, 2013, illustrative cash flow for

debentures is as under:

Company XYZ Limited

Face Value (per security) 25,00,000.00

Issue Date/Date of

Allotment

13-11-2013

Redemption 13-11-2018

Coupon Rate 8.95%

Frequency of the Interest

Payment with specified

Dates

First Interest on 13.11.2014 and

subsequently on 13th

November every year till

Maturity

Day Count Convention Actual / Actual

Cash Flows

Date No. of days in Coupon

Period

Amount (in Rupees)

1st Coupon Thursday, 13 Nov 2014 365.00 2,23,750.00

2nd Coupon Friday, 13 Nov 2015 365.00 2,23,750.00

43

3rd Coupon Monday, 13 Nov 2016* 367.00 2,24,976.03

4th Coupon Monday, 14 November

2017

364.00 2,23,137.00

5th Coupon Tuesday,13 Nov 2018 365.00 2,23,750.00

Principal Tuesday,13 Nov 2018 365.00 25,00,000.00

Interest 11,19,363.03

* F.Y. 2016 is a leap year and the coupon payment date is falling on a Sunday, therefore the coupon is paid on

the following working day and has been calculated for 367 days.

Applicants are requested to note that the above cash flow is only illustrative in nature. The Date of

Allotment, Coupon Rate, Redemption date and Frequency of the Interest Payment shall vary in actual.

For detail regarding Date of Allotment, Coupon Rate, Redemption date and Frequency of the Interest

Payment please refer to the section titled “Issue Detail” in this Information Memorandum.

7.32 Loss of Certificates / Refund Cheques

Loss of certificates / refund cheques should be intimated to the Company along with request for duplicate

issue. The issue of duplicates in this regard shall be governed by applicable law.

7.33 Discount on the Offer Price

The Debentures have been offered for cash at par and there is no discount to any Investors.

7.34 Debenture Redemption Reserve (DRR)

The Issuer shall maintain Debenture Redemption Reserve as per the requirements of the Companies Act,

2013.

7.35 Market Lot

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

7.36 Debenture Trust Deed to prevail being a principal document

The Debenture Trust Deed shall be the principal document for the purpose of transaction contemplated herein

and Security being created for securing the payment of Secured Obligations. All other Transaction Documents

including those recording the Security being Deed of Hypothecation, the Escrow Agreement, Personal

Guarantees, Corporate Guarantee and Security Shares Pledge Agreement shall be ancillary documents. In the

event of any repugnancy or inconsistency between this Information Memorandum or any other Transaction

Document, Debenture Trust Deed will prevail for all purposes and to all intents.

DISCLAIMER:

Please note that only those persons to whom the Information Memorandum shall be specifically addressed are

eligible to apply. However, an application, even if complete in all respects, is liable to be rejected without

assigning any reason for the same. The list of documents provided above is only indicative, and an investor is

required to provide all those documents/authorizations/information, which are likely to be required by the

Issuer. Investment by investors falling in the categories mentioned above are merely indicative and the Issuer

does not warrant that they are permitted to invest as per extant laws, regulations, etc. Each of the above

categories of investors is required to check and comply with extant rules/regulations/guidelines, etc. governing

or regulating their investments as applicable to them and the Issuer is not, in any way, directly or indirectly,

responsible for any statutory or regulatory breaches by any investor, neither is the Issuer required to check or

confirm the same.

46

Annexure I

Issue Details

Security Name 10.85% Non Convertible Debentures

Issuer Rajesh Estates & Nirman Private Limited

Mode of Issue Private placement

Date of passing of board

resolution

August 5, 2014

Date of passing of resolution

in the general meeting,

authorizing the offer of

securities

April 15, 2014

Guarantor the Promoters and the Holding Company

Contribution being made by

the promoters or directors

either as part of the offer or

separately in furtherance of

such objects;

The Promoters are not participating in the offer.

Type of Instrument Rated, listed, Secured, Redeemable, Non Convertible Debentures amounting

Rs. 1,00,00,00,000 (Rupees One Hundred Crores Only) with terms and

conditions specified in this term sheet.

Nature of Instrument Secured

Seniority N.A.

Mode of Issue/Placement Private Placement basis to Eligible Investors solely in India.

Eligible Investor • Individuals

• Provident funds, Superannuation funds and Gratuity funds;

• Mutual funds;

• Companies, Bodies corporate and Societies;

• Insurance companies; and

• NBFCs and Residuary NBFCs

• Banks

• Or any other investor category eligible to invest subject to current

applicable rules, act, laws etc

In each case, solely in India.

Listing (including name of

stock exchange(s) where it

will be listed and timeline for

listing

WDM Segment of BSE Limited

To be listed within 20 (twenty) days of Deemed Date of allotment. In case the

Debentures are not listed within twenty (20) days from the Deemed Date of

Allotment for any reason whatsoever, the Issuer shall immediately redeem/

buy-back the Debentures and in such eventuality the Issuer shall reimburse the

Debenture Holders for any and all accrued interest, costs and expenses

(including liquidity costs or other break costs) as determined by the Debenture

Holders, which would have been incurred by the Debenture Holders in relation

to subscription to the Debentures or alternatively, at the option of the

Debenture Holders, the Issuer shall pay penal interest of atleast 6% p.a. over

the Coupon Rate from the expiry of 20 days from the Deemed Date of

Allotment till the listing of Debentures to the Debenture Holders.

Rating of the Instrument IND AA (SO) (EXP) by India Ratings & Research Private Limited

Issue Size Rs. 1,00,00,00,000 (Rupees One Hundred Crores Only) to be issued in one or

more tranches as per the Transaction Documents

Option to retain

oversubscription (Amount)

N.A.

47

Objects of the Issue/ Details

of the utilization of the

Proceeds

Proceeds of the issue would be utilised for general corporate purpose.

Coupon Rate 10.85% per annum payable yearly, with yearly rest

Step Up/Step Down Coupon

Rate

Nil

Coupon Payment Frequency/

Coupon Period

shall be a period of 365 (three hundred sixty five) days or 366 (three hundred

sixty six) days, as the case may be, in a year such that the first coupon period

shall end on twelve months from the Deemed Date of Allotment and

subsequent coupon periods shall end on twelve months from the end of the

respective previous coupon period provided however that the coupon period in

respect of those portion of Debentures which falls due and payable on Second

Call Option Date and Fourth Call Option Date provided herein and shall end on

the respective Call Option Date

Coupon payment dates means the last day of each Coupon Period

Coupon Type Fixed

Coupon Reset Process

(including rates, spread,

effective date, interest rate

cap and floor etc).

N.A.

Day Count Basis Actual / Actual

Interest on Application

Money

Nil

Default Interest / Default in

Payment

6% per annum.

Any Secured Obligations in respect of the Debentures including any Coupon

and/or Principal Amounts and/or any other payment to be made by the Issuer in

connection with the Debentures shall, in case the same be not paid on the

respective due dates or in the event an Event of Default has occurred or in the

event the Issuer fails to comply with any Conditions Subsequent, carry further

default interest of 6% (six percent) per annum over the Coupon Rate computed

on the entire outstanding Secured Obligations, for the period commencing from

the respective due dates for such amounts or from the date of occurrence of an

Event of Default or from the date of failure to comply the Conditions

Subsequent, as the case may be, and expiring on the date on which such

payment is actually made or such Conditions Subsequent has been complied

with, as the case may be (the default interest payable in terms of this Clause is

referred to as the “Default Interest”)

Tenor Starting from 24 months from the Deemed Date of Allotment and in 5 half

yearly equal installments

Redemption Date Starting from 24 months from the Deemed Date of Allotment and in 5 half

yearly equal installments subject to the exercise of Put and Call Option

mechanism.

Redemption Amount/Price 100% of Face Value for each NCD.

Redemption

Premium/Discount

N.A.

Issue Price 100% of face value i.e. Rs. 50,00,000/- per NCD on application.

Mode of payment and

repayment

Through bank (including RTGS mode)

Discount at which security is

issued and the effective yield

as a result of such discount

N.A.

Put option Price At the face value i.e. Rs. 50,00,000/- per NCD

48

Call Option Date & Price

Call Option Call Option Dates Call Option Value as %

to the face value of NCD

First August 19, 2016 20%

Second February 19, 2017 20%

Third August 19, 2017 20%

Fourth February 19, 2018 20%

Fifth August 19, 2018 20%

Put Option Date a) In the event the Issuer does not exercise any one of First Call Option or

Second Call Option or Third Call Option on or before the Call Option

Notice Due Date (i.e. 15 (fifteen) days prior to the respective Call Option

Date in case of First, Second and Fourth Call Option and 45 (forty five)

days prior to the respective Call Option Date incase of Third and Fifth

Call Option) in respect of Third Call Option, the Debenture Trustee shall

be entitled to exercise 100% Mandatory Put.

The Debenture Trustee shall send a notice to the Issuer, Lakshdeep Investments

and Finance Private Limited (the “Security Shares Provider”) and the Sponsor

Investor (“100% Mandatory Put Notice”) on the day immediately falling after

the Call Option Notice Due Date in respect of the Third Call Option providing

the Issuer and the Security Shares Provider a period of 30 (thirty) days

(“Security Shares Provider Cure Period”) within which the Issuer must, or the

Security Shares Provider shall procure that the Issuer shall, pay such amounts

as are required to pay the entire outstanding Secured Obligations. In the event,

the Issuer fails to repay the entire outstanding Secured Obligations by the date

of completion of the Security Shares Provider Cure Period, it shall lead to an

Event of Liquidation and the Debenture Trustee shall invoke the pledge on

such number of Security Shares as will be required to be sold in order to repay

the entire outstanding dues of the Debenture Holders and sell such number of

Security Shares.

b) In the event the Issuer does not exercise the Fourth Call Option (if the

Fourth Call Option was not exercised on the Fourth Call Option Date) and

the Fifth Call Option on or before the Call Option Notice Due Date in

respect of the Fifth Call Option the Debenture Trustee shall be entitled to

exercise the 40% Mandatory Put.

The Debenture Trustee shall send a notice to the Issuer, the Security Shares

Provider and the Sponsor Investor (“40% Mandatory Put Notice”) on the day

immediately falling after the Call Option Notice Due Date in respect of the

Fifth Call Option, seeking the payment of the entire outstanding Secured

Obligations within the Security Shares Provider Cure Period. If the Issuer fails

to pay entire outstanding Secured Obligations by the date of completion of the

Security Share Provider Cure Period, it shall lead to an Event of Liquidation

and the Debenture Trustee shall have the right to invoke the pledge on such

number of Security Shares as will be required to be sold in order to repay the

entire outstanding dues of the Debenture Holders and sell such number of

Security Shares.

c) In the event, the Issuer does not exercise either the Fourth Call Option (if

the Fourth Call Option was not exercised on the Fourth Call Option Date)

or the Fifth Call Option by delivering the Call Option Notice in respect of

Fifth Call Option on or before the Call Option Notice Due Date, the

Debenture Trustee shall be entitled to exercise the 20% Mandatory Put

The Debenture Trustee shall send a notice to the Issuer, the Security Shares

Provider and the Sponsor Investor (“20% Mandatory Put Notice”) on the day

49

immediately falling after the Call Option Notice Due Date in respect of Fifth

Call Option, seeking the payment of the entire outstanding Secured

Obligations within the Security Shares Provider Cure Period. If the Issuer fails

to pay the entire outstanding Secured Obligations by the date of completion of

the Security Shares Provider Cure Period, it shall lead to an Event of

Liquidation and the Debenture Trustee shall have the right to invoke the

pledge on such number of Security Shares as will be required to be sold in

order to pay the entire outstanding dues of the Debenture Holders. Event of Liquidation As customary for a transaction of this nature, applicable as appropriate to the

Issuer, and to include, without limitation

a) Security Shares Cover Ratio falls under 1.7x (to be computed on a daily

basis) and not being topped up within 3 Business Days.

b) Unpledged Security Shares falls under 1.5% of the outstanding equity

shares for the time being of Sun Pharmaceutical Industries Limited

c) The Issuer is in default with respect to the repayment of any amounts due

and payable under any Financial Indebtedness incurred for the Project and

such default continues for a continuous period of 90 (ninety) days or any

Financial Indebtedness taken for the Project is treated as a non-performing

asset by the lender of such Financial Indebtedness.

d) The Debenture Trustee is not in receipt of part or whole of the Principal

Amount or part or whole of the Coupon Payment, which are due and

payable by the Issuer, 15 (fifteen) days prior to the respective Scheduled

Payment Date.

e) If on filing of any petition of bankruptcy, insolvency or winding up against

the Issuer by any Person or on passing of special resolution by the

members of the Issuer to this effect, the competent court declares the

Issuer as insolvent or bankrupt or the winding-up order is passed against

the Issuer.

f) In a duly convened general meeting of the members of the Security Shares

Provider, the members of the Security Shares Provider validly pass a

special resolution to the effect that the Security Shares Provider be

voluntarily wound-up.

“Security Shares Cover Ratio” shall mean the ratio of the value of the Security

Shares as determined in terms of the Debenture Trust Deed to the outstanding

Principal Amount and accrued interest.

“Unpledged Security Shares” - Security Shares Provider shall ensure that

the unpledged security shares being the listed equity shares of Sun

Pharmaceutical Industries Limited (which are not pledged in favour of any

Person either in terms of the Transaction Documents or otherwise) owned by

the Security Shares Provider and/or its directors, shareholders and/or Affiliates

taken together shall be at least 1.5% of the total equity shares outstanding for

the time being of Sun Pharmaceutical Industries Limited

Put Notification Time N.A.

Call Notification Time Call Option notice for First Call Option, Second Call Option and Fourth Call

Option will be given 15 days prior to Call respective Option date.

Call Option notice for Third Call Option and Fifth Call Option will be given 45

days prior to respective Call Option date.

Face Value Rs. 50,00,000/- per Debenture (Rupees Fifty Lacs Only)

Minimum Application and in

multiples of Debt securities

thereafter

Lot of one Debenture and in multiples of one thereafter

Additionally, the Debentures shall not be allotted to more than 50 applicants.

Issue Timing

50

1. Issue Opening Date

2. Issue Closing Date

3. Pay-in Date

4. Deemed Date of

Allotment

August 19, 2014

August 19, 2014

August 19, 2014

August 19, 2014

Issuance mode of the

Instrument

Dematerialized Mode

Trading mode of the

Instrument

Dematerialized Mode

Settlement mode of the

Instrument

Payment of interest and principal will be made by way of cheque/ DD/

Electronic mode

Depository National Securities Depository Limited

Central Depository Services (India) Limited

Business Day Convention In case any due date for payment of coupon falls on a day which is not a

Business Day, the payment of such coupon shall be made on immediately

succeeding Business Day.

In case the maturity date falls on a day which is not a Business Day, the

redemption proceeds shall be paid on immediately preceding Business Day.

Record Date The Record Date will be 15 (fifteen) Business Days prior to any due date of

payment.

Security The Issuer shall provide the following security, to be created and perfected in

favour of the Debenture Trustee for the benefit of the Debenture Holders

(referred to as the “Security”):

1.1. Pari-Passu charge by way of registered mortgage on Project Raj

Torres Property

1.2. Pari-passu charge on receivables of Project Torres;

1.3. Pari-Passu charge on proceeds which are due to flow in the Escrow

Account - II

1.4. First and exclusive charge over earmarked or to be earmarked

overdraft facility of ICICI bank and Coupon Reserve Account and

proceeds which are due to flow into Coupon Reserve account

1.5. Pari-passu charge on the insurance policies obtained by the Issuer or

the Promoter or the Holding Company with respect to the Security

which is capable of being insured;

1.6. First and exclusive pledge on frequently traded equity shares of Sun

Pharmaceutical Industries Limited (“Security Shares”), provided by

Lakshdeep Investment and Finance Private Limited.

1.7. Corporate guarantee of Holding Company;

1.8. Promoters’ personal Guarantee;

Credit enhancement Lakshdeep Investments and Finance Private Limited will provide lien on

frequently traded equity shares of Sun Pharmaceutical Industries Limited

(Security Shares) for credit enhancement of Debentures. The quantum of

shares will be to cover approx. 1.8 times of the outstanding principal amount of

Debentures.

In case Security Shares cover goes below 1.7 times it will be topped up to

reinstate cover to 1.8 times.

Security Shares Sponsor Investor or any other individual / entity on behalf of Sponsor investor

will provide lien on frequently traded equity shares of Sun Pharmaceutical

Industries Limited (Security Shares) for Credit enhancement of NCD.

• Pledge on 26,62,000 will be provided , which are equivalent to

approx. 1.8 times of NCD Issue Amount

• Pledge on shares will be released at exercise of each call, so as that all

times Security Shares worth 1.8 times of the outstanding NCD amount

is maintained

• For calculation of 1.8 times, share price of the Security Shares will be

51

lower of

a. Closing price of previous day

b. Average of last 2 weeks closing price

c. Average of last 12 weeks closing price

• All dividend, rights, bonus or any other entitlement to Security Shares

will be available to Pledgor of the Security Shares Valuer of the securities issued Not applicable

Transaction Documentation Shall include Debenture Trust Deed, Debenture Trustee Agreement the Escrow

Agreement, Personal Guarantee Agreement, Corporate Guarantee Agreement,

Deed of Hypothecation, Security Share Agreement and Information

Memorandum

Security cover ratio (‘SCR’) The Issuer, the Holding Company and the Promoters shall ensure that the

Security Cover Ratio shall be maintained atleast 1.5 times at all times until the

entire payment of the Secured Obligations and any other amounts due and

payable to the Secured Parties or the Debenture Trustee or any other

intermediaries, under the Transaction Documents.

The Security Cover Ratio shall be calculated by the Debenture Trustee in

consultation with the Security Share Provider on each Security Cover Ratio

Valuation Date.

Conditions Precedent to

Disbursement

As set out in Transaction Documentation

Condition Subsequent to

Disbursement


Event of Potential Default As set out in Transaction Documentation

Event of Default As set out in Transaction Documentation

Representation and

Warranties


Provisions related to Cross

Default Clause

The Issuer is in default with respect to the repayment of any amounts due and

payable under any Financial Indebtedness incurred for the Project and such

default continues for a continuous period of 90 (ninety) days or any Financial

Indebtedness taken for the Project is treated as a non-performing asset by the

lender of such Financial Indebtedness..

Role and Responsibilities of

Debenture Trustee


Security Creation The Security shall be created and perfected within thirty (30) days of the

Deemed Date of Allotment

In case any of the Security is not created within 30 (thirty) days from the

Deemed Date of Allotment then the Issuer shall forthwith refund the Principal

Amount along with a penal interest of 6% (six per cent) over the Coupon Rate

or alternatively, at the option of the Sponsor Investor, shall pay penal interest

of atleast 6% (six per cent) p.a. over the Coupon Rate till all the Security is

validly created in favour of the Debenture Trustee.

Delay in Listing In case the Debentures are not listed within twenty (20) days from the Deemed

Date of Allotment for any reason whatsoever, the Issuer shall immediately

redeem/ buy-back the Debentures and in such eventuality the Issuer shall

reimburse the Debenture Holders for any and all accrued interest, costs and

expenses (including liquidity costs or other break costs) as determined by the

Sponsor Investor, which would have been incurred by the Debenture Holders

in relation to subscription to the Debentures or alternatively, at the option of

the Sponsor Investor, the Issuer shall pay penal interest of atleast 6 % (six

percent) p.a. over the Coupon Rate from the Deemed Date of Allotment till the

listing of Debentures.

52

Validity of Information

Memorandum

Thirty Days or Issue Closure Date whichever is earlier

Governing Law and

Jurisdiction

The Debentures shall be construed to be governed in accordance with Indian

laws. The competent courts at Mumbai alone shall have jurisdiction in

connection with any matter arising out of or under the Transaction

Documentations.

Over and above the aforesaid terms and conditions, the said Debentures shall

be subject to the terms and conditions of this Information Memorandum and

terms and conditions of the Debenture Trust Deed.

56

ANNEXURE IV: APPLICATION FORM


139 Seksaria Building, 2nd Floor, N. M. Road, Fort, Mumbai – 400023

Tel.: +91- 22 – 6735 9900; Fax: +91- 22 – 6735 9911; Email: [email protected];

Website: www.rajeshlifespaces.com;

DEBENTURE SERIES APPLICATION FORM SERIAL NO.

ISSUE OF 200 RATED LISTED SECURED REDEEMABLE NON CONVERTIBLE DEBENTURES OF

Rs 50,00,000 (RUPEES FIFTY LACS ONLY) EACH AGGREGATING 1,00,00,00,000 (RUPEES ONE

HUNDRED CRORE ONLY), FULLY PAID UP FOR CASH AT PAR TO THE FACE VALUE

DEBENTURES APPLIED FOR:

Number of Debentures____________________________ in words ____________________________

Amount Rs. _______________________ in words Rupees _________________________________

DETAILS OF PAYMENT:

Cheque / Demand Draft No./ RTGS UTR No. ________________ Drawn on

_______________________________________

Funds transferred to Rajesh Estate and Nirman Private Limited via RTGS/NEFT

Dated______________________________________

Total Amount Enclosed (in Figures)________________ (in words)________________________________

APPLICANTS NAME IN FULL (CAPITALS) SPECIMEN SIGNATURE

APPLICANT'S ADDRESS

ADDRESS

STREET

CITY

PIN PHONE FAX

APPLICANT'S PAN/GIR NO. _________________

WE ARE ( ) COMPANY ( ) OTHERS (PLEASE SPECIFY)_______________________

WE CONFIRM RESIDENTIAL STATUS AS _____________________

TAX STATUS NON EXEMPT ( ) EXEMPT ( ) (IF EXEMPT PLEASE SPECIFY)

______________________________________

(IF EXEMPT PLEASE PROVIDE SUPPORTING DOCUMENTS FROM INCOME TAX AUTHORITIES)

DETAILS OF BANK ACCOUNT OF INVESTOR:

NAME OF THE BANK AND BRANCH

NATURE OF ACCOUNT

ACCOUNT NO.

BANK IFSC CODE

We request you to please place our name(s) on the Register of Debenture Holders.

57

Name of Authorised

Signatory(ies)

Designation Signature

We the undersigned are agreeable to holding the Debentures of the Company in dematerialised form. Details of

my/our Beneficial Owner Account are given below:

DEPOSITORY NSDL ( ); CDSL( )

DEPOSITORY PARTICIPANT NAME

DP-ID

CLIENT ID

NAME OF THE APPLICANT(S)

FOR OFFICIAL USE ONLY

DATE OF RECEIPT: DATE OF CLEARANCE:

(Note: Cheque and Drafts are subject to realisation)

We understand and confirm that the information provided in the Information Memorandum is provided by the

Issuer and the same has not been verified by any legal advisors to the Issuer, the Mandated Lead Arranger and

other intermediaries and their agents and advisors associated with this Issue.

We understand that: i) in case of allotment of Debentures to us, our Beneficiary Account as mentioned above

would get credited to the extent of allotted Debentures, ii) the Applicant must ensure that the sequence of names

as mentioned in the Application Form matches the sequence of name held with our Depository Participant, iii) if

the names of the Applicant in this application are not identical and also not in the same order as the Beneficiary

Account details with the above mentioned Depository Participant or if the Debentures cannot be credited to our

Beneficiary Account for any reason whatsoever, the Company shall be entitled at its sole discretion to reject the

application or issue the Debentures in physical form.

We understand that all risk of loss that may occur or be suffered by us including as to the returns on and/or the

sale value of the Debentures and shall not look directly or indirectly to the Mandated Lead Arranger (or to any

person acting on its or their behalf to indemnify or otherwise hold us harmless in respect & any such loss and/or

damage.

Applicant’s

Signature

FOR OFFICIAL USE ONLY

DATE OF RECEIPT: DATE OF CLEARANCE:

(Note: Cheque and Drafts are subject to realisation)

58

--------------Tear Here---------------

Rajesh Estates and Nirman Private Limited – ACKNOWLEDGMENT SLIP

(To be filed in by Applicant) SERIAL NO.

Received from ___________________________________________________________

Address _________________________________________________________________

________________________________________________________________________

Cheque / Draft/ UTR # __________________________ Drawn on____________________

For Rs. _______________________ drawn on ___________________ on account of application of

_____________ Debentures

60

SCHEDULE A: DETAILS OF OTHER DIRECTORSHIPS OF HARISH RAGHAVJI PATEL

SR. NO. NAME OF THE COMPANY

1. R R PATEL CONSTRUCTION PVT LTD

2. ROYAL CERAMICS INDUSTRIES PRIVATE LIMITED

3. RAVI TILES PVT LTD

4. EBEN SECURITIES & LEASING LIMITED

5. RAJESH HOSPITALITY PRIVATE LIMITED

6. RARE TOWNSHIPS PRIVATE LIMITED

7. RIVERGATE RESORT (INDIA) LIMITED

8. RAJESH BUSINESS & LEISURE HOTELS PRIVATE LIMITED

9. KOTHARI AUTO PARTS MANUFACTURERS PRIVATE LIMITED

10. NRC CONSTRUCTIONS LIMITED

11. RAJESH CONSTRUCTION COMPANY PRIVATE LIMITED

12. RAJESH INFRACON PRIVATE LIMITED

13. RAJESH LAND & PROPERTY DEVELOPERS PRIVATE LIMITED

14. RAJESH ESTATE VENTURES PRIVATE LIMITED

15. RAJESH LIFESPACES PRIVATE LIMITED

16. RAJESH CITYSPACES PRIVATE LIMITED

61

SCHEDULE B DETAILS OF OTHER DIRECTORSHIPS OF RAJESH RAGHAVJI PATEL


1. R R PATEL CONSTRUCTION PVT LTD


3. RAJESH LAND & PROPERTY DEVELOPERS PRIVATE LIMITED

4. RAVI TILES PVT LTD

5. EBEN SECURITIES & LEASING LIMITED

6. RAJESH HOSPITALITY PRIVATE LIMITED


8. RIVERGATE RESORT (INDIA) LIMITED


10. NRC CONSTRUCTIONS LIMITED


12. RAJESH INFRACON PRIVATE LIMITED

13. RAJESH SPACES PRIVATE LIMITED

14. RAJESH REAL ESTATE DEVELOPERS PRIVATE LIMITED

15. HALSON CHEMICALS PRIVATE LIMITED


17. RAJESH CITYSPACES PRIVATE LIMITED

18. RAJESH LIFESPACES PRIVATE LIMITED

62

SCHEDULE C DETAILS OF OTHER DIRECTORSHIPS OF KANTILAL ARJAN PATEL



2. RAJESH SPACES PRIVATE LIMITED


63

SCHEDULE D: DETAILS OF OTHER DIRECTORSHIPS OF AJAY NARSIDAS PATEL






5. ARIHANT TECHNO - ECONOMIC PARK PRIVATE LIMITED

6. TRIENITY INFRASTRUCTURES PRIVATE LIMITED

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