orris infrastructure private limited that plece and parcel of freehold land admeasuring 9.5 acres...
TRANSCRIPT
For private circulation only (This is a Disclosure Document prepared in conformity with Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 issued vide circular no NROI GNI 20081 131 127878 dated June 06 2008) as amended from time to time)
Information Memorandum 4th October 2013
expect the best
ORRIS INFRASTRUCTURE PRIVATE LIMITED Incorporated as a private limited company under the Companies Act 1956
Date of Incorporation July 26 2006 Registered Office RZ-D-5 Mahavir Enclave New Delhi -110045 Corporate Office J-105 DLF Phase II
Mehrauli Gurgaon Road Gurgaon -122002 Haryana Tel No +91 1244979200 Fax +91 (0) 124235329192
E-mail infoorrisin Website wwworrisin
Disclosure Document for listing of 200 Secured Cumulative Redeemable Non-Convertible Debentures (Debentures) of the face value of ~
10000000- (Rupees One Crore only) each issued and allotted by way of Private Placement only by Orris Infrastructure Private Limited (Company or Issuer)
Investment in debt and debt related securities involve a degree of risk and Investors should not invest any funds in debt instruments unless they can afford to take the risks attached to such investments For taking an investment decision the Investors must rely on their own examination of the Company and the Issue including the risks involved The Debentures have not been recommended or approved by Securities and Exchange Board of India (SEB) nor does SEBI guarantee the accuracy and adequacy of this Information MemorandumDisclosure Document
The Issuer has made all reasonable inquiries that the information contained in this Information Memorandum Disclosure Document is true and correct in all material respects and is not misleading in any material respect that the opinions and intentions expressed herein are honestly held and that there are no other facts the omission of which makes this Information Memorandum Disclosure Document as a whole or any of such information or the expression of any such opinions or misleading in any material respect
Page 1 of60
The Debentures have been rated ICRA B+ (pronounced as ICRA B plus) by ICRA This rating is not a recommendation to buy sell or hold securities and Investors should take their own decisions 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 agency has a right to suspend or withdraw the rating at any time on the basis of factors such as new information or unavailability of information or any other circumstances which it believes may have an impact
The Debentures offered through this Information Memorandum Disclosure Document is proposed to be listed on the wholesale debt market of the Bombay Stock Exchange Limited
ILampFS Trust Company Limited Skyline Financial Services Pvt Ltd
ILampFS Financial Centre 3rd Floor D-153 A 1st Floor G Block Bandra Kurla Complex Okhla Industrial Area Phase -I Bandra - East Mumbai - 400051 New Delhi 110020
Phone +91 22 26593810 Phone +91 11 30857575 Fax +91 22 26533297 Fax +91 11 2629261 Emailsujatharangachariilfsindiacom Email adminskylinertacom
Contact Person Sujatha Rangachari Contact Person Virender Rana
ISSUE OPENS ON 4th October 2013 ISSUE CLOSES ON 23rd October 2013
DEEMED DATE OF ALLOTMENT 23rd October 2013 The Issuer reserves the right to change the Issue Programme including the Deemed Date of Allotment as defined herein at its sole discretion without giving any reasons or prior notice
Page 20[60
INDEX
Definitions and Abbreviations 4
Disclaimer 8
Risk Factors 10
General Information 13
Issuer Profile 15
Financial Highlights of the Company 19
Offer Details 20
Material Contracts Agreements involving Financial 25 Obligations of the Issuer
Disclosure on Existing Financial Indebtness 26
Other Information and Issue Procedure 35
Other Regulatory and Statutory Disclosures 42
Annexures
Annexure 1 Summary Term Sheet 43
Annexure 2 Payment Schedule 48
Annexure 3 Undertaking by the Company 50
Annexure 4 Credit Rating Letter from ICRA 51
Annexure 5 Consent Letter from Debenture Trustee 55
Annexure 6 Consent Letter from RTA 57
Annexure 7 Application Form
DEFINITIONS AND ABBREVIATIONS
Unless the context otherwise require the following terms shall have the meaning given below in this Information Memorandum Disclosure Document
Act The Companies Act 1956 (as amended from time to time)
Affiliates With respect to any Party means any Person (as hereinafter defined) which is a Holding Company (as hereinafter defined) or Subsidiary (as hereinafter defined) of that Party or any Person which directly or indirectly (i) Controls (as hereinafter defined) such Party (ii) is Controlled by such Party (iii) is Controlled by the same Person who directly or indirectly Controls such Party or (iv) is a Subsidiary of the same Person of which such Party is a Subsidiary or (v) in relation to a natural Person a Relative (as hereinafter defined) of such Person For the purposes of this definition the term Holding Company and the term Subsidiary shall have the meaning ascribed to them under Section 4 of the Act
AllotAllotmentAllotted Unless the context otherwise requires or implies the allotment of the Debentures pursuant to the Issue
Articles or AOA Articles of Association of the Company Application Form The form prescribed under this Information of
Memorandum to be used by an Investor to apply for subscription to the Debentures offered through this Issue
Board Board of Directors of the Company BSE Bombay Stock Exchange Limited Business Day A day (other than a Saturday or a Sunday) on which
scheduled commercial banks are open for normal banking business in New Delhi and Gurgaon
CDPL Cranes Developers Private Limited CDPL Promoters Orris Constructions Private Limited Orris Towers
Private Limited Orris Buildcon Private Limited and the Promoters
CDSL Central Depository Services (India) Limited CDPL Collaboration The collaboration agreements dated October 27 Agreements 2007 and July 1 2010 entered into between the
Company and CDPL in respect of the Commercial Property
Commercial Complex The commercial complex under the name of Orris Business Square being developed on the Commercial Property c
_shy
ir--~I~
-Commercial Property
Company IssuerOrris
Control or controlling or controlled by or under common control with
Credit Rating Agency
Crores Date of Allotment
Deemed Date of Allotment Debenture
Debenture Trustee Debenture Trust Deed
Deed of Hypothecation
Deed of Pledge
Default Interest Rate
Depository (ies) Director(s)
All that plece and parcel of freehold land admeasuring 95 acres situated in the revenue estate of Village Shikohpur Sector 82A Gurgaon Haryana Orris Infrastructure Private Limited a company incorporated under the Act with corporate identification number U70l09DL2006PTC151295 and having its registered office at RZ-D-5 Mahavir Enclave New Delhi -110045 Shall include the right to appoint majority of the directors or to control the management or policy decisions exercisable by a Person or Persons acting individually or in concert directly or indirectly including by virtue of their shareholding or management rights or shareholders agreements or voting agreements or in any other manner ICRA Limited or any other rating agency appointed by the Company from time to time 1 crore = 10 million The date on which the allotment of Debentures is made 23-10-2013 or any other date as decided by the Issuer 200 (two hundred) secured redeemable non-convertible debentures of ~ 10000000-(Rupees One Crore only) each of the Company issued to the Debenture Holders IL amp FS Trust Company Limited Debenture Trust Deed to be executed among the Company Debenture Trustee Promoters CDPL amp CDPL Promoters Deed of Hypothecation to be executed between the Company and the Debenture Trustee A deed to be executed between CDPL its shareholders and the Debenture Trustee for Pledge of shares representing the entire issued and paid up share capital of CDPL An additional interest of 4 pa (four percent per annum) over and above the Interest Rate (as defined hereinafter) (viz the default interest rate shall be 24 (twenty four percent) payable in relation to the Debentures and the Outstanding Amounts payable in accordance with Security Documents NSDL and CDSL Duly appointed Director for the time being of the Company ~~~~
--
c
Due Date
DTCP
EMI Event of Default
Escrow Agreement
Face Value
FSI Information Memorandum Disclosure Document
Interest Rate
Investor
Issue
ISIN
Memorandum MOA NSDL NCD Obligor(s)
Outstanding Amounts
Date on which any payment In respect of Debentures falls due ie the last day of each calendar month until the Debentures are not redeemed in full Director Town amp Country Planning Haryana Chandigarh Equal monthly installment All events of default as setout in the Security Documents Escrow Agreement to be executed among the Company Debenture Trustee and Promoters Face value of each Debenture being ~ 10000000shy(Rupees One Crore Only) Floor Space Index The information memorandumdisclosure document prepared by the Company in conformity with the SEBI Regulations and other applicable Law for the Debentures The Debentures of the Company shall carry an interest at the rate of 20 (Twenty Percent) per annum payable monthly on the Debentures and all Outstanding Amounts Such Person(s) who subscribes to the Debentures pursuant to the Issue or purchases the Debentures subsequently Issue of Debentures having aggregate face value of ~ 2000000000- (Rupees Two Hundred Crores only) to be issued by the Issuer pursuant to this Information Memorandum Disclosure Document
J
at the Face Value of ~ 10000000- (Rupees One Crore only) for each Debenture International Securities Identification Number Memorandum of Association of the Company National Securities Depository Limited Non-Convertible Debentures The Company and the Promoters are collectively referred to as the Obligors and individually as an Obligor Shall mean at any time the entire outstanding amount due in respect of the Debentures including the Debenture principal amount interest payable at the Interest Rate default interest payable at the Default Interest Rate Premature Redemption Premium (as defmed in Term Sheet in Annexure 1) fees costs charges and expenses (including any fees payable to the Debenture Trustee) and other
amounts pa~able in respect of the Debenture~10~ the TransactIOn Documents (~ lt)
-
-- Party PartIes
Payment Schedule
Person(s)
Personal Guarantees
Cheques
Promoters
Project
RBI
Registrar and Transfer Agent
The Debenture Trustee and the Obligor(s) are collectively referred to as the Parties and individually as a Party Means the schedule for payment of interest and principal installments towards the Debentures as provided m Annexure 2 to this Information Memorandum Disclosure Document Means and includes any natural person limited or unlimited liability company corporation (including any non-profit corporation) partnership (whether registered unregistered general limited or unlimited) sole proprietorship trust firm union unincorporated association joint venture joint stock company Hindu undivided family estate court tribunal agency Government ministry department commission self-regulatory organisation arbitrator board or other entity enterprise authority or business organisation whether or not required to be incorporated or registered under law or any agency or political subdivision thereof or any other entity that may be treated as a person under applicable Law Deed of personal guarantees to be provided by Mr Vijay Gupta Mr Amit Gupta Mrs Kusum Gupta Shall mean the undated cheques to be issued by the Company to the Debenture Trustee as security for the payments to be made under Debenture Trust Deed Mr Vijay Gupta Mr Amit Gupta Mr Sumit Gupta Mrs Kusum Gupta Mrs Mamta Gupta Mrs Pooja Gupta Mis Vijay Gupta (HUF) Mis Amit Gupta (HUF) and Mr Sumit Gupta (HUF)
Means the residential real estate project branded as Greenopolis being developed and sold by the Company on parcel of land admeasuring 47218 Acres as defined in the Debenture Trust Deed in accordance with a development agreement entered into with Three C Shelters Private Limited and all construction thereon present or future Reserve Bank of India Skyline Financial Services Private Limited
~~--------------------+~~~------~~--~-------------------~----~~ Record Date Shall mean the date falling seven days prior to the
Due Date or if it happens to be a holiday then the immediately succeeding Business Day shall be the Record Date ___ _
f--------------- shyROC The Registrar of Companies Delhi and Haryarlt~~I-raquo
------ shy
(21 V- S~ )~)
Page Nioo6~- -_ -~
------ -
RTGS Real Time Gross Settlement an electronic funds transfer facility provided by RBI
Rupees or ~ The lawful currency of India SEBI Securities and Exchange Board of India constituted
under the Securities and Exchange Board of India Act 1992 (as amended from time to time)
Security Documents Mean and include (i) Debenture Trust Deed (ii) Deed of Hypothecation (iii) Personal Guarantees (iv) Escrow Agreement (v) Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property (vi) declaration cum
I undertaking from CDPL declaring the creation of
I mortgage by deposit of title deeds of the Commercial Property in terms of the memorandum of entry (vii) Deed of Pledge in respect of the entire issued and paid up share capital of CDPL (ix) Cheques and (x) such other document as may be required and agreed upon between the Parties and executed from time to time
Transaction Documents Means and includes the Security Documents and this Information Memorandumj Disclosure Document
WDM Wholesale debt market segment of the BSE We us our Unless the context otherwise requires the
Company its subsidiaries and joint ventures if any
DISCLAIMERS
ISSUERS DISCLAIMER This Information Memorandumj Disclosure Document is neither a prospectus nor a statement in lieu of a prospectus The issue of Debentures proposed to be listed on the BSE is being made strictly on a private placement basis This Information Memorandumj Disclosure Document is not intended to be circulated to more than 49 persons This Information MemorandumjDisclosure Document is only meant for the Eligible Investors Multiple copies hereof given to the same entity shall be deemed to be given to the same person and shall be treated as such It does not constitute and shall not be deemed to constitute an offer or an invitation to subscribe to the Debentures to the public in general This Information Memorandumj Disclosure Document should not be construed to be a prospectus or a statement in lieu of prospectus under the Act
This Information Memorandumj Disclosure Document have been prepared in conformity with the SEBI (Issue and Listing of Debt Securities) Regulations 2008 as amended from time to time Therefore as per the applicable provisions copy of this Information Memorandumj Disclosure Document has not been filed or submitted to the SEBI for its review ~ltll0~ approval il bullbull ~
L~-( 2 I u I
pa~~L~9 ~-
This Information Memorandum Disclosure Document has been prepared to provide general information about the Issuer to potential Investor(s) Eligible Investors to whom it is addressed and who are willing and eligible to subscribe to the Debentures strictly on a private placement basis This Information Memorandum Disclosure Document does not purport to contain all the information that any potential Investor may require
Neither this Information Memorandum Disclosure Document nor any other information supplied in connection with the Debentures is intended to provide the basis of any credit or other evaluation and any recipient of this Information Memorandum Disclosure Document should not consider such receipt a recommendation to purchase any Debentures Each Investor contemplating purchasing any Debentures should make its own independent investigation of the financial condition and affairs of the Issuer and its own appraisal of the creditworthiness of the Issuer Potential Investors should consult their own financial legal tax and other professional advisors as to the risks and investment considerations arising from an investment in the Debentures and should possess the appropriate resources to analyze such investment and the suitability of such investment to such Investors particular circumstances The Issuer confirms that as of the date hereof this Information Memorandum Disclosure Document (including the documents incorporated by reference herein if any) is accurate in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements herein in the light of the circumstances under which they are made not misleading No person has been authorized to give any information or to make any representation not contained or incorporated by reference in this Information Memorandum Disclosure Document or in any material made available by the Issuer to any potential Investor pursuant hereto and if given or made such information or representation must not be relied upon as having been authorized by the Issuer
This Information Memorandum Disclosure Document and the contents hereof are restricted for only the intended recipient(s) Eligible Investors who have been addressed directly and specifically through a communication by the Company and only such recipient(s) Eligible Investors isare eligible to apply for the Debentures All Investors are required to comply with the relevant regulations guidelines applicable to them for investing in this Issue The contents of this Information Memorandum Disclosure Document are intended to be used only by those Investors to whom it is distributed It is not intended for distribution to any other person and should not be reproduced by the recipient
No invitation is being made to any persons other than those to whom application forms along with this Information Memorandum Disclosure Document being issued have been sent by or on behalf of the~~Any application by a person to whom the Information Memorandu~t~llisc~~~re
-f -t-I (n r-shy
~)~~ ~60( J~
Document has not been sent by or on behalf of the Issuer shall be rejected without assigning any reason
The Issuer does not undertake to update the Information Memorandum Disclosure Document to reflect subsequent events after the date of the Information Memorandum Disclosure Document and thus it should not be relied upon with respect to such subsequent events without first confirming its accuracy with the Issuer
The distribution of this Information Memorandum Disclosure Document and the offering and sale of the Debentures may be restricted by law in certain jurisdictions Person(s) into whose possession this Information Memorandum Disclosure Document comes are required to inform themselves about and to observe any such restrictions This Information Memorandum Disclosure Document does not constitute nor may it be used for or in connection with an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation No action is being taken to permit an offering of the Debentures or the distribution of this Information Meinorandum Disclosure Document in any such jurisdiction
This Information Memorandum Disclosure Document is strictly for a private placement and is only an information brochure for private use by the Eligible Investors Nothing in this Information Memorandum Disclosure Document shall constitute andor deem to constitute an offer or an invitation to an offer to the Indian public or any section thereof to subscribe for or otherwise acquire the Debentures Further since the Issue is being made on a private placement basis the provisions of Section 60 of the Act shall not be applicable and accordingly a copy of this Information Memorandum Disclosure Document has not been flIed with ROC or SEB
RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulflI its obligations in respect of the Debentures issued under this Information Memorandum Disclosure Document All of these factors are contingencies which mayor may not occur and the Issuer is not in a position to express a view on the likelihood of any such contingency occurring
In addition certain factors which are material for the purpose of assessing the market risks associated with the Debentures issued under the Information Memorandum Disclosure Document are also described below
The Issuer believes that the factors described below represent the principal risks inherent in investing in Debentures issued under the Informa~ Memorandum Disclosure Document but the inability of the Issuer yenlaquo~tfie
(~( )I)pagel~~i~
case may be to pay interest principal or other amounts on or in connection with any Debentures may occur for other reasons and the Issuer does not represent that the statements below regarding the risks of holding any Debentures are exhaustive Prospective Investors should also read the detailed information set out elsewhere in this Information MemorandumDisclosure Document and reach their own views prior to making any investment decision
The following are the risks envisaged by the management and Investors should consider the following risk factors carefully for evaluating the Company and its business before making any investment decision If any one of the following stated risks actually occurs the Companys business financial conditions and results of operations could suffer and therefore the value of the Companys debt securities could decline
Note Unless specified or quantified in the relevant risk factors the Company is not in a position to quantify the financial or other implications of any risk mentioned hereinbelow
bull Legality of Purchase A prospective Investor of the Debentures will be responsible for the lawfulness of the acquisition of the Debentures whether under the laws of the jurisdiction of its incorporation or the jurisdiction in which it operates or for compliance by that prospective Investor with any law regulation or regulatory policy applicable to it
bull A Slowdown in Economic Growth in India could Cause the Companys Business to Suffer The Companys performance and the quality and growth of its assets are necessarily dependent on the health of the overall Indian economy A slowdown in the Indian economy could adversely affect its business
bull Terrorist Attacks Civil Unrest and other Acts of Violence or War involving India and other Countries could Adversely Affect the Financial Markets and the Companys Business Terrorist attacks and other acts of violence or war may negatively affect the Indian markets and may also adversely affect the worldwide financial markets These acts may also result in a loss of business confidence In addition adverse social economic and political events in India could have a negative impact on the Company Such incidents could also create a greater perception that investment in Indian companies involves a higher degree of risk and could have an adverse impact on the Companys business
bull Uncertain Trading Markets and Liquidity Risk The Company cannot assure holders of the Debentures that a trading market for their Debentures will ever develop or be
Debenture holders may not be able to sell such Debentures readily or at prices that will enable them to realize their anticipated yield
bull The Company is Subject to Volatility in Cash Flows The Companys receipts from its customers are linked to the progress of construction on its projects and the creditworthiness of its customers Any delay in the receipts from its customers could impact the cash flows of the Company
bull Credit Risk Prospective Investors should be aware that receipt of any interest payment and principal amount on the Debentures is subject to the credit risk of the Issuer In the event that bankruptcy proceedings or composition scheme of arrangement or similar proceedings to avert bankruptcy are instituted by or against the Issuer the payment of sums due on the Debentures may be substantially reduced or delayed
bull Licences The Companys business requires grantrenewalextension of various licences approvals permissions from appropriate authorities under the applicable laws Any delay in grantrenewalextension of or refusal of appropriate authorities to grantrenewextend such licences approvals permissions could have an adverse impact on the business of the Company
bull MOUs and Collaboration Agreements The Company enters into MOUs collaboration agreement or other agreements to acquire title or land development rights with respect to certain lands for which the Company makes partial payments to land owners and Companys failure to meet the conditions of the MOUs collaboration agreements may adversely affect its business financial condition and results of operation
J
GENERAL INFORMATION
L Name and address of the Registered Office of the Company
Orris Infrastructure Private Limited RZ-D-5 Mahavir Enclave New Delhi 110045 Phone +91 1244979200 Fax +91 (0)124235329192 Email infoorrisin
2 Compliance Officer The details of person appointed to act as Compliance Officer for the purpose of this Issue is set out below
Vineet Gupta J-105 DLF Phase II Gurgaon 122002 Phone +91 124-4979200 Fax +91 11 2353291 Email vineetorrisin
3 Auditors
PR Kumar amp Company C-24 Safdarjung Development Area Main Aurbindo Marg New Delhi 110016 Phone +91 11 47118888 Fax +91 11 47118855 Email prkum~prkumarcom
4 Debenture Trustee
IL amp FS Trust Company Limited ILampFS Financial Centre 3rd Floor Plot No C-22 G Block Bandra Kurla Complex Bandra - East Mumbai - 400051 Phone +91 2226593810 Fax +91 2226533297 Email asstvicepresidentilfsindiacom
5 Registrar and Transfer Agent to the Issue
Skyline Financial Services Private Limited D-153 A 1st Floor Okhla Industrial Area Phase -I New Delhi 110020 Phone +91 11 30857575 Fax +91 11 30857562 Email adminskylinertacom~-t------
Page 13 of60tv))
-----~
6 Credit Rating Agency
ICRA Limited 1105 Kailash Building 11th Floor 26 Kasturba Gandhi Marg New Delhi 110001 Phone +91 11 2335794050 Fax +91 11 23357014 Email infoltq)icraindiacom
7 Details of Board of Directors
The following table sets forth details regarding the Companys Board of Directors as on the date of this Information Memorandum Disclosure Document
3260 Janakpuri New Delhi Managing Director 110058
Amit Gupta Joint- Managing Director C-3260 Janakpuri New Delhi 110058
None of the above Directors appear in the RBI defaulter list
Profile of Directors
Mr Vijay Gupta - Chairman and Managing Director Mr Gupta aged 55 years commerce graduate from Delhi University is a real estate veteran He has over 22 years of experience in handling Sale Leasing and management of land office buildings shopping centers residential and income generating properties and is a well-known name among known and building developers in the Northern India Mr Gupta has acted as Land consolidator and sold big land holdings to Builders and developers like D LF Vatika Sun City and several others in NCR region Mr Gupta has great credibility in the market for timely payment transparency and fair transaction
Mr Gupta has pioneered in providing real estate solutions to new age corporate and the IT Industry He has intricate knowledge and clear vision of the real estate sector He has helped in creating landmark structures in reflecting new standard of excellence in the real estate industry
Mr Vijay Gupta has negotiated and guided the company to enter into a very prestigious collaboration deal with DLF - the leading number one brand in development of real estate in India to develop 49288 acres of commercial land in the NCR region The company will get a great mileage from this agreement as besides the developed area the property will be Co-Branded as DLF ORRIS DLF has agreed to co brand the development due to this location advantage and future Prospects olt0Jcfl~
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Mr Amit Gupta - Joint Managing Director Mr Amit Gupta son of Mr Vijay Gupta aged 32 years is young talented and has great business sense He has coordinated and developed several real estate projects in Gurgaon and adjoining areas Mr Amit Gupta has negotiated several land deals to the benefit of the company and is an expert in such deals
He is working out the details with architect to start the proposed housing project in the next couple of months He is in advance stage of negotiation for several other projects of the group
Mr Amit Gupta has a vision to make ORRIS a name to reckon with by providing real estate solutions to all and set bench mark constantly for itself and evolve a strategy of transparency and credibility
ISSUER PROFILE
1 Brief summary of Business Strength and Strategy Named after an extraordinary flower known for its fragrance Orris believes in leaving an everlasting fragrance in the minds of its customers stakeholders and society at large Orris is driven by passion and qUality At Orris we strive for perfection Our services range from real estate to energy from hospitality to education golf and much more Corporate social responsibility is embedded in our DNA Our journey is guided by a strong vision unshakable foundation and driven by quality and excellence service focused towards serving and offering our customers more than they expect Mr Vijay Gupta began his journey when he laid the foundation for Orris in 2008 His dream to usher India into a new era prompted him to found Orris From being a land consolidator and financier to starting his own real estate division he has come a long way scripting successes on his way Owing to his spectacular endeavors the company has been honored by the industry with the award prestigious Emerging Residential Infrastructure Company of Year 2010
Orris has had a great spell in the last three years Foundations for some of the ambitious projects were laid and a few have reached their finishing stage Apart from its foray into real estate Orris has made inroads into energy hospitality golf and education
At Orris we want to leave you with an everlasting experience Because you deserve the best Discover a fresh lease of quality life with Orris whether it is Real Estate Energy Hospitality Golf or Education We are passionate committed and driven
2 Main objects of the Company The main objects of the Company contained in its MOA are
bull To undertake and carry on the business of construction purchase sell and develop any type of property whether residential commercial industrial rural or urban whether belong to the company or any other person To develop erect and construct commercial properties buildings houses shopping centers and to carry out civil and construction work of every description and to improve repair renovate transfer charge assign let out hire sublet or sublease all type of lands plots buildings offices flats warehouses godown shops building banquet halls tenements and immovable properties whether freehold or lease hold of any nature and description
bull To carry on the business as owners builders developers promoters proprietors civil contractors of industrial commercial and residential properties colonies mills workshop buildings cinema houses and to deal in all kinds of immovable properties whether belonging to the company or not
bull To act as agent for purchasing selling and letting on hire land agricultural land and houses multi-stored commercial or residential building on commission basis To acquire land for the construction of multistoried buildings and to license the flats therein on suitable terms and conditions
bull To carry on the business of contractors dealers commission agents brokers consultants representatives and middlemen of properties To act as advisors andor consultants on all matters relating to the construction business town planning landscape architecture structural engineers and to prepare complete scheme drawings plans and estimates and to provide technical know-how in India or abroad
3 A brief history of the Company since inception
Incorporation details The Company was incorporated on July 26 2006 as a private limited company vide Certificate of Incorporation issued by Registrar of Companies of National Capital Territory of Delhi amp Haryana bearing Corporate Identity Number U70 109DL2006PTC 151295
Authorized 50000000 Equity shares of ~ 10- each 500000000shyIssued Subscribed amp Paid Up 29790000 Equity shares of ~ 10- each
flleT HMMUCiiWAJMWPiiliMNiI JI-
Date of Increase Incorporation
September 52007
December 1 2007
July 25 2012
Alteration The authorized share capital of the Company at the time of incorporation was ~ 500000- (Rupees five lakhs only) divided into 50000 (fifty thousand) equity shares of~ 10- (Rupees ten only) each
The authorized share capital of the Company was increased from ~ 500000 - (Rupees five lakhs only) to ~ 10000000- (Rupees one crore only) divided into 1000000 (Ten Lakh) equity shares of ~ 10- (Rupees ten only) each
The authorized share capital of the Company was increased from ~ 10000000- (Rupees one Crores only) to ~ 100000000 - (Rupees ten crore only) divided into 10000000 (one crore) equity shares of ~ 10- (Rupees ten only) each
The authorized share capital of the Company was increased from ~ 100000000- (Rupees Ten Crores Only) divided into 10000000 equity shares of ~ 10- (Rupees Ten Only) each to ~ 500000000shy(Rupees Fifty Crores Only) divided into 50000000 equity shares of~ 10- (Rupees Ten Only)
Date of Allotment
July 26 2006
October 222007
January 9 2008
March 21 2009
June 26 2012
August 82012
March 16 2013
No of Shares and Face Value
10000 Shares of ~ 10 each
500000 Shares of ~ 10 each
800000 Shares of ~ 10 each
2000000 Shares of~ 10 each
1655000 Shares of~ 10 each
19860000 Shares of ~ 10 each
4965000 Shares of~ 10 each
Amount per
share 10
10
10
10
10
10
10
Capital (~)
100000shy
5000000shy
8000000shy
20000000shy
16550000shy
198600000shy
ubullbull _bullbullbull ~-~_______~__________________
Sr Name of No the
Shareholder
Vijay Gupta1
Amit Gupta2
Sumit 3 Gupta
Kusum 4 Gupta
Mamta 5 Gupta
Pooja Gupta6
Ms Vijay 7 Gupta (HUF)
Ms Amit 8 Gupta (HUF)
Ms Sumit 9 Gupta (HUF)
Address
C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058
C-3260 Janakpuri New Delhi 110058
C-3260JanakpuriNew Delhi 110058
C-3260 Janakpuri New Delhi 110058
2681100
2681100
2085300
2383200
2383200
2383200
5064300
5064300
5064300 10
No of Amount Type shares per of
Share Shares
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
Equity
4 Debt-equity ratio prior to and after issue of Debentures
(Amounts in~)
Debt 2652702404 4652702404 Equity 368205693 368205693 Debt-Equity Ratio 720 1264
1 The figures are as per provisional accounts for the [mancial period ending September 272013 The figures are as per provisional accounts for the financial period ending 27th September 2013 3114--bull
includes debenture issued 200 secured redeemable Non-Convertible Debenture of 2000000qQ9t~~(9~
(Rupees Two Hundred Crores only) to be raised through present Issue of Debentures f - ~ ~_ (5 ~I
Page 1~ ~~~~j ~~~-j5-~
2
FINANCIAL HIGHLIGHTS OF THE COMPANY 3
Provided below are highlights from March 31 2013 and March 312012
-
PARTICULARS
Shareholders Funds Share Capital Reserves and Surplus Non-Current Liabilities Long-Term Borrowings Other Long Term Liabilities Long Term Provisions Current Liabilities Short-Term Borrowings Trade Payables Other Current Liabilities Short-Term Provisions TOTAL Non-Current Assets Fixed assets (i) Tangible assets (ii) Intangible assets (iii) Capital work-in-progress
Non-current investments Deferred Tax Assets (Net) Long term loans and advances Current assets Inventories Trade Receivables Cash and Cash Equivalents Short-Term Loans and Advances TOTAL
Profit amp Loss Statement Income From Operations Expenditure Profit Before Tax Provision For Tax NET PROFIT
the Companys balance sheet as on
AS AT AS AT
31032013 31032012 -
(In t) (In t)
297900000 33100000 213213781 387605693
833881405 1163249172 113701597 104516080
3716055 2624152
1043912351 511881321 318959605 500619871
7230525889 6415810732 2987458 middot12901961
10058798141 9132308982
41142649 84146355 1804455 1364419
10535400 shy8181894 8298894 5484172 6174926
211337362 637591171
3033819766 2432400222 - 14337455
325475165 554273019 6421017278 5393722521
10058798141 9132308982
FY 2013 FY 2012 3813273647 2063682309
3670103696 1960640137 143169951 103042172 51380355 54143420
90408088 54024176
3 The above given figures are duly audited by auditors of the company
OFFER DETAILS
1 Details of debt securities issued and sought to be listed The securities proposed to be issued pursuant to this Information Memorandum Disclosure Document will be listed on WDM of the BSE
2 Nature of Instrument Senior Secured Cumulative Redeemable Non-Convertible Debentures issued on a private placement basis
3 The Issue size The Company proposes to issue 200 Secured Cumulative Redeemable Non-Convertible Debentures having Face Value of ~ 10000000shy(Rupees One Crores only) each having aggregate face value of ~ 2000000000- (Rupees Two Hundred Crores only)
4 Face Value Each Debenture has a face value of ~ 10000000- (Rupees One Crores only) per Debenture
5 Redemption The outstanding amount of the Debentures shall be repaid in monthly installments payable as per the Payment Schedule
Unless redeemed earlier m accordance with this Information Memorandum Disclosure Document and the terms of the Security Documents the Debentures shall stand redeemed on payment of the final installment as per the Payment Schedule The redemption shall apply to each Debenture uniformly Any redemption of Debentures by the Company shall be proportionate redemption of all the Debentures collectively through reduction in face value of each Debenture
In the event of a default as defined in the Debenture Trust Deed the Debenture Trustee (on instructions from the Debenture holders) can exercise a put option on the Promoters to buy back the entire outstanding Debentures
6 Tenor Forty Eight (48) months from the Deemed Date of Allotment ending on the last Due Date unless redeemed earlier in accordance with the terms of the Debenture Trust Deed
7 Interest Rate The Debentures will carry an interest at the rate of 20 (Twenty percent) per annum payable monthly (subject to deduction of tax at source if applicable at the rate prevailing from time to time under the provisions of the Income Tax Act 1961 or any other statutory modifications or reshyenactment thereof for which a certificate will be issued by the Company-_ on the outstanding principal amount of Debentures and(other-~~
i ( y page~f )~
- -
-
Outstanding Amounts throughout the tenure of the Debentures till final redemption as per Payment Schedule
Interest payable on the Debentures shall accrue on a day to day basis and shall be computed on the basis of 365 (Three Hundred Sixty Five) days divided equally for each of the twelve calendar months
8 Payment Mechanism Payments towards interest and towards repayment of the outstanding amount of Debentures shall be made by way of drafts cheques credit through RTGS mechanism on the Due Dates to those Debenture holder(s) whose names appear on the list of beneficiaries provided by the Depositories to the Issuer Such payments shall be made from the Escrow Account in the manner specified in the Debenture Trust Deed The names would be as per the Depositories records on the relevant Record Date fixed for the purpose of such payments as provided in this
Information Memorandum Disclosure Document In case of those Debentures for which the beneficial owner is not identified by the Depository as on the Record Date the Issuer would keep in abeyance the payments till such time that the beneficial owner is identified by the Depository and conveyed to the Issuer whereupon the payments will be paid to the beneficiaries as identified
In case the Due Date falls on a day which is not a Business Day then the payment due shall be made on the succeeding Business Day
9 Security The principal amount of the Debentures together with any interest accrued thereon and other Outstanding Amounts Debenture Trustees remuneration and all costs charges expenses and all other monies due in respect of the Debentures and or under the Transaction Documents shall be secured by the Obligors by
a First and exclusive charge on all receivables from the Project through the Deed of Hypothecation together with the Escrow Agreement and such charge will be superior to any other claims on the Project receivables
b First and exclusive charge on all amounts lying to the credit of the Escrow Account under the Deed of Hypothecation
c First and exclusive charge by way of equitable mortgage on the Commercial Property (Mortgaged Property) through execution of a registered Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property in favour of the Debenture Trustee together with a declaration cum undertaking from CDPL declaring the creation of mortgage by deposit of title deeds of the Commercial Property in terms of the memorandum of entry
d Equitable mortgage and exclusive charge over FSI equivalent to 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of the Commercial Project together with all the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
e Exclusive charge over all the rights title interest benefits claims demands of any nature whatsoever of the Company under andor in respect of the CDPL Collaboration Agreements for development and construction of the Commercial Colony and the entire FSI in the Project along with proportionate undivided interest in the underlying land and without limitation the following
(i) the right to compel performance thereunder and to substitute or be substituted for the Company thereunder and to substitute and be substituted thereunder for the Company thereunder and
(ii) to commence and conduct either in the name of the Company or in its own name or otherwise any proceedings against any person in respect of any breach of the CDPL Collaboration Agreements and
(iii) all claims of the Company including in any proceedings against all or any such persons to any amounts owing to or received by the Company thereunder and
(iv) the rights and benefits of all Approvals to the extent capable of assignment together with the right to further assign any of the CDPL Collaboration Agreements and such Approvals to any Person
(v) Pledge of shares representing the entire issued and paid up share capital of CDPL under the Deed of Pledge
(vi) Personal Guarantee of Sh Vijay Gupta Sh Amit Gupta and Smt Kusum Gupta and
(vii) Cheques
CDPL has consented to creation of charge over the entire FSI to the extent of 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of t
The said security shall be created in favor of the Debenture Trustee on or by the Deemed Date of Allotment
Obligors will ensure that market value of the above mentioned security will be at all times equal to the face value of the outstand~icitZt~ Debentures tp ---YZoltgtl
lSI r~
i~ ~r)Page 22 oK~-_
~~-___i
10 Board Authority The private placement of Debentures under this Information Memorandum Disclosure Document is being made pursuant to the resolution of the Board of Directors of the Company at its meeting held on June 24 2013
11 Rating and rating rationale ICRA has assigned a ICRA B+ (pronounced as ICRA B plus) rating to debentures programme of the Company to the extent of ~
2000000000- (Rupees Two Hundred Crores only) vide letter ref no DRAT2013-140-362 on May 212013 and revalidated vide letter ref no DRAT2013-140-363 on August 222013 The long-term rating carries a stable outlook A copy of the rating letter and its rationale from ICRA is enclosed as Annexure 4_ to this Information Memorandum Disclosure Document
12 Details of utilisation of the Issue Proceeds Our Board of Directors certifies that the proceeds of the Issue of Debentures shall be utilized for the general corporate purposes of the Company
13 Minimum Number of Debentures for Subscription The application must be made for a minimum of one (1) Debenture and in multiple of one (1) Debenture thereafter There is no maximum limit on the application
14 Listing The Debentures are proposed to be listed on the WDM segment of the BSE the details of which are provided below
The Bombay Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400001 Phone 91 22 227212334 Fax 91 22 22721919
The COJpany shall make an application to the BSE to list the Debentures to be issued and allotted pursuant to this Information Memorandum Disclosure Document and shall take all necessary steps to complete all the formalities relating to listing of the Debentures within 15 (fifteen) days from the date of closure of the Issue Date If such permission is not granted by the BSE within 15 (fifteen) days from the date of closure of the Issue or where such permission is refused by the BSE before the expiry of the 15 (fifteen) days from the closure of the Issue the Company shall at the option of the Debenture holders repay with interest (at the applicable Interest Rate) all monies received by it If the Company fails to repay such monies within 5 (five) days after the Company becomes liable to repay it then the default interest (at the applicable Default Interest Rate) shall also apply to the amount payable
by the Company over and above the applicable interest iP~d (OS4( i~
Page 23~~ ~Sl-C ~-_-)to ~--i-~-~
In connection with listing of Debentures with BSE the Company hereby undertakes to comply with all requirements of the Act applicable SEBI rules and regulations including Securities and Exchange Board of India (Issue and listing of Debt Securities) Regulation 2008 and the listing agreement with BSE
15 Market Lot The minimum lot size for trading of the Debentures on the Stock Exchange is proposed to be one (1) Debenture
16 Underwriting of the Issue The present Issue of Debentures has not been underwritten
17 Tax Benefits The Debenture holder(s) are advised to consider in their own case the tax implications in respect of subscription to the Debentures after consulting their respective tax advisor
18 Governing Law The Debentures shall be construed to be governed in accordance with the laws of India Any dispute arising thereof will be subject to exclusive jurisdiction of the courts in Delhi Over and above the aforesaid terms and conditions the said Debentures shall be subject to the terms and conditions of the Security Documents
19 Debenture Redemption Reserve The Company hereby agrees and undertakes to create a debenture redemption reserve as per the provisions of the Security Documents the Act and the rules regulations notifications and circulars issued by the Ministry of Corporate Affairs and if during the currency of these presents any guidelines are formulated (or modified or revised) by the Central Government or any government agency or corporation having authority under Law in respect of creation of debenture redemption reserve applicable to the Debentures the Company shall duly abide by such guidelines and execute all such applicable supplemental letters agreements and deeds of modifications as may be statutorily required by the Debenture holders or the Debenture Trustee
20 Undertaking to use a Common Form of Transfer The issue of Debentures shall be made in dematerialized form only and no Debentures will be issued in physical form However the Company will use a common transfer form for physical holdings if at a later stage there is any holding in physical form due to the depository giving any Debenture holder the option to rematerialize the Debentures
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
The following contracts documents not being contracts entered into in the ordinary course of business carried on by the Company or entered into more than two years before the date of this Information Memorandum Disclosure Document which are or may be deemed material have been entered into by the Company These material contracts or documents may be inspected at the Registered Office of the Issuer from 1000 am to 100 pm on all working days from the date of this Information Memorandum Disclosure Document until the date of closure of this Issue
Material Contracts 1 Copy of the letter from Skyline Financial Services Private Limited to the
Company giving their consent to act as the Registrar and Transfer Agent to the Issue
2 Copy of letter from ILampFS Trust Company Limited to the Company giving their consent to act as the Debenture Trustee to the Issue
Material Documents L Memorandum and Articles of Association of the Company as amended
from time to time
2 Credit rating letter from ICRA Limited
3 Copy of Certificate oflncorporation of the Company dated July 262006
4 Certified true copy of the resolution dated June 24 2013 approving the issue of Debentures and creation of securities on the term and conditions stated in this Information Memorandum Disclosure Document
5 Copy of Tripartite Agreement dated 17-02-2011 between the Company the Registrar and Transfer Agent and the CDSL (Depository)and Copy of Tripartite Agreement dated 03-03-2011 between the Company the Registrar and Transfer Agent and the NSDL (Depository)
6 Copies of Audited Financials of the Company for the last three financial years
DISCLOSURE ON EXISTING FINANCIAL INDEBTNESS
1 Details of Secured Borrowings4
Ao The secured loans of the Company outstanding as on March 312013 is as follows
(Amount in f)
Details of Vehicle Loans Axis Bank October 27 1390055 EMI Start date- Hypothecated to Limited 2010 December 10 2010 Axis Bank (BMW) Closure date- Limited
November 10 2013 HDFC March 09 2472342 EMI Start Date Hypothecated to Bank 2012 April 052015 HDFC Bank Limited Closure Date - April Limited (BMW) 052015
None of the above loans is secured against any of the security (as detailed in Offer Details section above)
B The Secured Debentures of the Company outstanding as on March 312013 are as under
ILampFS Secured 17 Monthly 1 14th part of the first floor Trust Redeemable installment (without Roof Right) being 45 Company Non- pa s Start sq yards out of 180 sq yards of Limited Convertible date- the first floor constructed on
Debentures 2205201 free-hold land bearing plot No Series shy I of 1 RZ-D-5 First Floor Mahavir aggregate Closure Enclave New Delhi -110045 face value of dateshy admeasuring 180 sq yards out 2202201 ofkhasra number 8314 35000000 4 situated in the area of village 0- (Rupees Palam now known as Mahavir Thirty Five Enclave Block -D New Delhi-Crores) 110045 issued at a discount of 2 Mortgage assignment of all the 17513shy rights title and interest
4 The figures are as per the audited balance Sheet for the financial year ending March 31 2013
----- shy
(Rupees whatsoever of the Company in Seventeen to under andor in respect of Thousand the collaboration agreements Five dated 27102007 and Hundred 01072010 executed with CDPL and Thirteen for development and only) on the construction of the Commercial face value Complex and sale of FSI to the (being ~ extent of 625000 Sq Ft along 10000001- with proportionate interest in (Rupees Ten the underlying land inl of the Lakhs only)) Commercial Complex of each debenture 3 Out of the total sanctioned FSI
of 702871 Sq Ft of Commercial Complex mortgage and charge over FSI equivalent to 625000 Sq Ft including prorata share over all that piece and parcel of free hold land admeasuring 95 acres (approx located at Sector 82A Gurgaon Haryana India over which the Commercial Complex is proposed to constructedI developed together with proportionate buildings and structures thereon AND the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
4 Pledge of entire issued equity share capital of CDPL
5 Post-dated cheques
6 Personal Guarantee of the Promoter viz Mr Vijay Gupta
ILampFS Secured 17 Monthly 1 114th part of the first floor Trust Redeemable installment (without Roof Right) being 45 Company Non- pa s Start sq yards out of 180 sq yards 0 f Ltd Convertible date- the first floor constructed on
Debentures 1506201 free-hold land bearing plot No Series - II of 1 RZ-D-5 First Floo~ M~ct[~ aggregate Closure Enclave New DelhI -11
-_ ()-4~-----
ltshy -
---- ----- ---------------shyface value of date- admeasuring 180 sq yards out ~ 1505201 of khasra number 83 14 42500000 4 situated in the area of village 0- (Rupees Palam now known as Mahavir Forty Two Enclave Block -D New Delhi-Crares) Fifty 110045 Lakhs
2 Mortgage assignment of all theissued at a rights title and interestdiscount of ~ whatsoever of the Company in58065shyto under andor in respect of(Rupees Fifty the collaboration agreementsEight dated 27102007 andThousand 01072010 executed with CDPLSixty Five for development andOnly) on the construction of the Commercialface value Complex and sale of FSI to the(being ~ extent of 625000 Sq Ft along1000000 shywith proportionate interest in(Rupees Ten the underlying land in of theLakhs only)) Commercial Complexof each
debenture 3 Out of the total sanctioned FSI of702871 Sq Ft of Commercial Complex mortgage and charge over FSI equivalent to 625000 Sq Ft including prorata share over all that piece and parcel of free hold land admeasuring 95 acres (approx) located at Sector 82A Gurgaon Haryana India over which the Commercial Complex is proposed to constructed developed together with proportionate buildings and structures thereon AND the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
4 Pledge of entire issued equity share capital of CDPL
5 Post-dated cheques
---6 Personal Guarantee of the Promoter viz Mr Vijay(qtipta
1
IDEI Trusteeshi p services Limited
Secured Redeemable Optional Convertible Debentures of aggregate face value of
80000000 0- (Rupees Eighty Crore Only) on the face value (being 5000000shy(Rupees Fifty Lakhs only)) of each debenture
Qu art erly Co u po n Rat e of 55
The company shall be obliged to redeem the OCDs in four equal installment s starting from march 31 2014 over a period of 6 (six) financial quarters (the first such financial quarter ending on March 31 2014) such that the OCDs are completely redeemed on June 302015
(i) First sole amp exclusive charge by way of(a) equitable mortgage on the Mortgaged Security Property I and (b) equitable mortgage on the Mortgaged Security Property II
Mortgaged Security Property-I shall mean 23268 acres out of the larger property being the aggregate of 19218 acres (forming part of 25018 acres of land for which License is in place) and the 405 acres for which letter of intent is in place along with the proportionate floor space index and all present and future buildings and structures constructed thereon and all the rights title and interest of the Company and the concerned group housing project landowners over such property excluding 404 (four hundred and four) number of units constructedto be constructed over the aforesaid 19218 acres as more particularly detailed III the transaction documents
Mortgaged Security Property-II shall mean 696 acres out of the security property-II 1004 acres of acquired land in Sector 85 Gurgaon Haryana along with the proportionate floor space index and all present and future buildings and structures constructed thereon and all the rights title and interest of the Company and the concerned group housing project landowners over such property
(ii) first sole and exclusive charge on present and future basis by way of hypothecation on the relevant group housing _poject
-------------------------~----------~-----------------------------receivables from time to time and monies lying and credited into the escrow accounts at any point in time including any fIxed deposits created in accordance with the escrow account agreement out of such monies from time to time together with all and any interest accruing in respect thereof and
(iii) The issuance of personal guarantees by the Promoters in favour of IDBI guaranteeing the fulfIllment of the secured obligations
The NCD Series - I were fully redeemed on July 272013
2 Details of Unsecured Borrowings5
The unsecured loans of the Company outstanding as on March 31 2013 follows
(in ~)
Loan from Body Corporate Flair Exports Pvt Ltd Seh Realtors Pvt Ltd Citland Commercial and Credits Ltd Delhi Brass and Metal Works Pvt Ltd Span India Pvt Ltd Loan Directors Shareholders and their Relatives Amit Gupta-Loan Taken Vijay Gupta (Loan Taken) Amit Gupta (HUF) Green Bay Infrastructure Pvt Ltd Kusum Gupta Mamta Gupta Pooja Gupta Vijay Gupta(HUF)
5000000000 10000000000 16670000000 6670000000
11670000000
2850848000 7929999985
20000000 32146887100
2466000000 5625400000 3250000000
92100000
5 The figures are as per audited financial for the financial year ending March 31 2013
Page 300[60
3 Details of Bank Guarantee6
Bank Guarantee by the Company in respect of Orris Business Square - 95 Acres
ICICI Bank 1 Limited June 182010
Issued by ICICI Bank June 182010 and Valid till October 28 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 2 Bank Ltd Jan 03 2013
ICICI Bank 3 Limited February 232011
Director Town and Country Planning Chandigarh
Director Town and Country Planning Chandigarh Haryana State Pollution Control Board
62946450 October 282012
5938000 October 272014
3750000 February 222016
Bank Guarantee by the Company in respect of Carnation Residency Aster Court Aster Court premier amp Villas 33 -25018 Acres
Issued by ICICI Bank on September 232008 amendment dated September 102010 and valid till September 22 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 4 Bank Ltd September 222012
Issued by ICICI Bank on September 23 2008 amendment dated September 102010 and valid till September 22 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 5 Bank Ltd September 222012
Director Town and Country Planing Chandigarh 111524000
September 222014
Director Town and Country Planing Chandigarh
6 The figures are as per audited accounts for the financial year ending March 31 2013
Page 31 0[60
--
----- --- - shyIssued by ICICI Bank on December 16 2010 and expiry date is Dec 15 2015 but we close it Haryana with ICICI Bank and a State fresh guarantee was Pollution
ING Vysya issued by ING Vysya Control January 6 Bank Ltd bank on 23012013 Board 5000000 142016 Bank Guarantee by the Company in respect of Spring Homes middot10043 Acres
Director Town and Country
ING Vysya Planing September 7 Bank Ltd September 32012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 8 Bank Ltd September 3 2012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 9 Bank Ltd September 32012 Chandigarh 13112500 22016
Director Town and Country
ING Vysya Planing September 10 Bank Ltd September 32012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 11 Bank Ltd September 3 2012 Chandigarh 14752500 22016 Bank Guarantee by the Company in respect of Carnation Residency Aster Court Aster Court premier amp Villas 33 -405 Acres
Director Town and Country
ICICI Bank Planing August 71 12 Limited August 8 2011 Chandigarh 21632230 2015
Director Town and Country
ICICI Bank Planing August 7 13 Limited August 8 2011 Chandigarh
---shy5062~~t ~~015
6ltC [-I_i ~~-
I cel i Ieshy -
Note ~
10 Bank Guarantee of 35 Crore is issued by ING Vysya Bank 2 ING Vysya Bank has given counter guarantee against BG of 21632230
amp 5062500 issued for Aster Court Carnation Residency Aster Court Premier amp Villas 33 ING has given counter guarantee for 62946450 amp 3750000 issued for OB8
3 In OB8 all payment of EDC has been made so BG of 62946450 will be released which is already expired
4 Bank guarantee issued by ING Vysya bank is on 10 cash margin on fIxed deposit
5 Security offered against 35 Cr Bank guarantees issued by ING Vysya Bank is following
Orris HQ(J-I0S DLF Phase-II(Gurgaon)-Given as collateral security Janakpuri (C-3260 New Delhi)-Given as collateral security
4 Particulars of debt securities issued (i) for consideration other than cash whether in whole or in part (ii) at premium or discount or (iii) in pursuance of an option
The Company confIrms that save and except the following given below company has not issued any debt securities (i) for consideration other than cash whether in whole or in part (ii) at premium or discount or (iii) in pursuance of an option
bull NCD-I at discount
bull NCD-II at discount bull OCD in pursuance of an option
5 Servicing behavior on existing debt securities payment of due interest on due dates on term loans and debt securities
The Company hereby confIrms that
1 it has been servicing all its principal and interest on time and there has been no subsisting delay or default since its incorporation
Ii there is no subsisting default in repayment redemption of any of its borrowings nor has the Company affected any kind of roll over against any of its borrowings in the past
6 That the permissionconsent from the prior creditor for a second or pari passu charge being created in favor of the trustee to the proposed issue has been obtained
The existing mortgage over the Co~mercial Property s~all be ~leared~tT~l the Company and a no dues certifIcate shall be obtamed pnor ~~tMe -~0--o Deemed Date of Allotment Accordingly the Company hereby cott(rms 1
If) J -~ ~ 1( D gt~
Page 33 6 ~
that it does not require any consent permission to create security in relation to the Debentures as stipulated in this Information Memorandum Disclosure Document and the Security Documents
7 Any material eventdevelopment or change at time of issue or subsequent to the issue which may affect the issue or the Investors decision to invest continue to invest in the debt securities
Directors of the Company represent that there have been no material developments at the time of issue or subsequent to the issue which would materially and adversely affect or are likely to affect the business of the Company or the value of its assets or its ability to pay its liabilities
OTHER INFORMATION AND ISSUE PROCEDURE
The Debentures being offered as part of the Issue are subject to the provisions of the Act the Memorandum and Articles of Association of the Issuer the terms of this Information Memorandum Disclosure Document Application Form and other terms and conditions as may be incorporated in the Debenture Trust Deed and other Security Documents
Issue of Debentures in Dematerialised Form The Debentures will be issued in dematerialized form The necessary arrangements are being made with the Depositories for the issue of the Debentures in dematerialised form Investors will have to hold the Debentures in dematerialised form as per the provisions of Depositories Act 1996 The Company shall take necessary steps to credit the Debentures allotted to the depository account of the Investor
Trustee for the Debenture holder(s) The Issuer has appointed ILampFS Trust Company Limited to act as trustee for the Debenture holder(s) The Issuer and the Debenture Trustee intend to enter into the Debenture Trust Deed inter alia specifying the powers authorities and obligations of the Debenture Trustee and the Issuer The Debenture Trustee shall act based on the provisions of the Debenture Trust Deed The Debenture Trustee will at all times protect the interest of the Debenture holder(s) in accordance with the Debenture Trust Deed
Resignation and Removal of Debenture Trustee The Debenture Trustee and the Company declares that they shall not revoke the Trust hereby declared till the Debentures are redeemed in full The Debenture Trustee may at any time without assigning any reason and without being responsible for any loss or costs occasioned thereby resign as the Debenture Trustee provided that they shall continue to act as Debenture Trustee until a successor trustee is appointed by the Company The Debenture Trustee may also be removed by majority Debenture holders without assigning any reason as per Debenture Trust Deed
Sharing of Information The Issuer may with the written consent of the Debenture holder(s) exchange share or part with any financial or other information about the Debenture holder(s) available with the Issuer with its subsidiaries and affiliates and other banks financial institutions credit bureaus agencies statutory bodies as may be required
Debenture holder not a Shareholder Subject to the Debenture Trust Deed the Debenture holder(s) shall not be entitled to any right and privileges of shareholders other than those available
to them under the Act The Debentures shall not confer upon the Debentt5~r)(~IifI~
holders the right to receive notice(s) or to attend and to vote at any ge111- ~~ meeting(s) of the shareholders of the Issuer (5[ )~
r-)e i3 gt ~
Page 35 of 60--gt
Modification of Debentures or Information Memorandum Disclosure Document The Issuer may make modifications in the Information Memorandum Disclosure Document only upon receiving consent from the Debenture Trustee who in turn shall seek approval from majority Debenture holder(s)
Notices Any notice may be served by the Issuer upon the Debenture holders through post email fax or personal delivery addressed to such Debenture holder at his her registered address and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof All notice(s) to be given by the Debenture holder(s) shall be sent by post or email or fax or by hand delivery to the Issuer or to such persons at such address as may be notified by the Issuer from time to time through suitable communication and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof or at the expiry of the 3 rd day from the date such notice is dispatched whichever is earlier All correspondence regarding the Debentures should be marked Private Placement of Debentures
All notices from the Issuer shall be sent to the Debenture Trustee with copies to the Debenture Holders All notices to be sent by the Debenture Trustee to the Issuer andor the Promoters shall first be sent to the Debenture Holders for Debenture Holder Approval in terms of the Debenture Trust Deed The Debenture Trustee shall ensure and procure that any notice received by the Debenture Trustee from the Issuer andor the Promoters is shared by the Debenture Trustee with all the Debenture Holders of the Issuer within a period of 2 (two) Business Days from the date of receipt of such notice and in every event before the Debenture Trustee responds to such notice
Issue Procedure Only Eligible Investors as given hereunder may apply for the Debentures by completing the application form in the prescribed format as attached in Annexure 7 (Application Form) in BLOCK LETTERS in English as per the instructions contained therein The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the Application Form No application can be made for a fraction of a Debenture Application Forms should be duly completed in all respects and applications not completed in the said manner are liable to be rejected
The name of the applicants bank type of account and account number must be duly completed by the applicant This is required for the applicants own safety and these details will be printed on the refund orders and interest redemption payments c~~ F~~~gt
~ll ~~
~( ~ )~~Jy 11 ~
~ ~
Page 36 of60-~-~ ~
The Application Form must be accompanied by either demand draft(s) or cheque(s) drawn or made payable in favour of the Issuer or otherwise as may be set out in the Application Form and crossed Account Payee Only Cheque(s) or demand draft(s) may be drawn on any bank including a coshyoperative bank which is a member or a sub-member of the New Delhi Bankers Clearing House located If permitted the applicant may transfer payments required to be made in relation to any by electronic transfer of fundsRTGS to the bank account of the Issuer as per details mentioned in the Application Form
Application Procedure Eligible Investors will be invited to subscribe by way of the Application Form prescribed in the Information Memorandum Disclosure Document during the period between the Issue opening date and the Issue closing date (both dates inclusive)
Fictitious Application As a matter of abundant caution and although not applicable in the case of debentures attention of applicants is specially drawn to the provisions of sub-section (I) of Section 68A of the Act
Any person who (a) makes ina fictitious name an application to a company for acquiring or subscribing for any shares therein or (b) otherwise induces a company to allot or register any transfer of shares therein to him or any other person in a fictitious name shall be punishable with imprisonment for a term which may extend to five years
Basis ofAllotment The Investors will be required to remit the funds as well as submit the duly completed Application Form along with other necessary documents to Issuer by the Deemed Date of Allotment Deemed Date of Allotment for the Issue is 23-10-2013 by which date Investors would be intimated of allotment
Record Date The date falling seven days prior to the Due Date or if it happens to be a holiday then the immediately succeeding Business Day shall be the Record Date
Eligible Investors Only those Investors who have been addressed through a communication directly are eligible to apply No other Investor can apply All Investors are required to comply with the relevant regulationsguidelines applicable to them for investing in this issue of Debentures
Note Participation by potential Investors in the issue may be subject to statutory andor 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 ~egulatory requirements applicable t them inclu~i~~lctUi~ exchange controls and other requIrements Applicants ought to seek Independent l~~ -~lti and regulatory advice in relation to the laws applicable to them rtf ~t
Page 37 o~-) ~~
Application under Power of Attorney Original power of attorney or the relevant authority together with its certified true copy as the case may be along with the names and specimen signatures of all the authorized signatories and the tax exemption certificate document if any must be lodged at time of submission of the completed Application Form Further modifications additions in the power of attorney or authority should be notified to the Company at its registered office
Procedure for applying for Dematerialised Facility
I The applicant must have at least one beneficiary account with any of the Depository Participants of NSDLCDSL prior to making the application
2 The applicant must necessarily fill in the details (including the beneficiary account number and Depository Participants ID) appearing in the Application Form under the heading Details for Issue of Debentures in ElectronicDematerialised Form
3 Debentures allotted to an applicant will be credited directly to the applicants respective beneficiary account(s) with the Depository Participants
4 For subscribing to the Debentures names in the Application Form should be identical to those appearing in the account 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 in the Depository
5 Non-transferable allotment advicerefund orders will be directly sent to the applicant by the Registrar and Transfer Agent to the Issue
6 If incompleteincorrect details are given under the heading Details for Issue of Debentures in ElectronicDematerialised 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
7 For allotment of Debentures the address nomination details and other details of the applicant as registered with hisher DP shall be used for all correspondence with the applicant The applicant is therefore responsible for the correctness of hisher demographic details given in the Application Form vis-a-vis those with hisher Depository Participant In case the information is incorrect or insufficient the Issuer would not be liable for the losses if any
8 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 t- ~gti)L~-~(i ~page380~ ~
~nmiddotmiddotmiddotmiddot-middotmiddotmiddotmiddot ~lt---plusmn
Documents to be provided by Eligible Investors
Investors need to submit the following documentation as applicable
Memorandum and Articles of Association or other constitutional documents
Resolution power of attorney authorising investment
Specimen signatures of the authorised signatories duly certified by an appropriate authority
bull SEBI registration certificate (if applicable)
Copy ofPAN Card to be submitted
bull Application fonn (including RTGS details)
Mode of Payment All payments must be made through cheque(s)draft(s)transfersRTGS as set out in the Application Form
Depository Arrangements The Company has appointed Skyline Financial Services Private Limited as the Registrar and Transfer Agent for the present Issue and the Company shall make necessary depository arrangements with CDSL and NSDL for issue and holding of Debentures in dematerialised form
List of Beneficiaries The Issuer shall request the Depositories to provide a list of beneficiaries as at the end of the relevant Record Date This shall be the list which will be used for payments of interest or repayment of redemption monies or any other amounts payable on the Debentures as the case may be
Effect of Holidays Should any of the dates defined above or elsewhere in this Information Memorandum Disclosure Document (except the Deemed Date of Allotment) fallon a day other than a Business Day the immediately succeeding Business Day shall be considered as the effective date(s) In case Record Date book closure date falls on a day other than a Business Day the Business Day the succeeding day shall be the record date book closure date
Tax Deduction at Source Tax as applicable under the Income Tax Act 1961 or any other statutory modification or re-enactment thereof will be deducted at source on the interest payable on the Debentures Tax exemption certificatedocumentform under section 193 of the Income Tax Act 1961 if any must be lodged at th~ Registered Office of th~ Issuer at least fiftee~~~middot(iJ2~~ (15) days before the relevant mterest payment becommg due (~ 1
i t IJ W7i$0 ~---Page 39 of 6O____~ti-----
Letters of Allotment The Issuer shall issue a Letter of Allotment to each Debenture holder on the Deemed Date of Allotment The Debentures will be subsequently credited in dematerialised form within 2 (two) Business Days from the Deemed Date of Allotment
Deemed Date of Allotment All the benefits under the Debentures will accrue to the Debenture holders from the date of receipt of the application monies The actual allotment may take place on a date other than the Deemed Date of Allotment
Refunds For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within seven days from the Deemed Date of Allotment of the Debentures 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
Joint Holders Where two or more persons are holders of any Debenture(s) they shall deem to hold the same as joint tenants with benefits of survivorship
Mode of Transfer Debentures shall be transferred subject to and in accordance with the rules procedure as prescribed by the NSDL CDSL Depository participant of the transferor transferee and any other applicable laws and the rules notified in respect thereof 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 Transferor shall give delivery instructions containing details of the transferees DP account in his depository participant
Succession In the event of demise of Debenture holder the Company will recognize the executor or administrator of the deceased Debenture holder or the holder of succession certificate or other legal representative as having title to the Debentures The Company shall not be bound to recognize such executor administrator or holder of the succession certificate or other legal representatives as having title to the Debentures unless such executor or administrator obtains probate or letter of administration or such holder is the holder of succession certificate or other legal representation as the case may be from a competent Court in India having jurisdiction over the matter The Company may in their absolute discretion where it thinks fit dispense with production of probate or letter of administration or succession ~--~gt
l
certificate or other legal representation in order to recognize such holder ~1 ~)t)
Page 40 of6~ Vv pound ~o-middot~-
bull ~f V
being entitled to the Debentures standing in the name of deceased Debenture holder on production of sufficient documentary proof or indemnity
Nomination In the event of however a deceased Debenture holder(s) having nominated any person entitled to be registered as the Debenture holder in the event of his death such nominee shall be registered as the Debenture holder in place of the deceased Debenture holder
Page 41 of 60 shy
OTHER REGULATORY AND STATUTORY DISCLOSURES
Stock Exchange Disclaimer Clause It is to be distinctly understood that filing of this Information Memorandum Disclosure Document with the Stock Exchange should not is any way be deemed or construed that the same has been cleared or approved by the Stock exchange The Stock Exchange does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue has been made or for the correctness of the statements made or opinions expressed in this Information MemorandumDisclosure Document
Listing Disclaimer The Debentures are proposed to be listed on the Wholesale Debt Market segment of the BSE The Company shall comply with the requirements of the listing agreement to the extent applicable to it on a continuous basis and shall complete all formalities relating to listing of the Debentures
Companys Disclaimer Clause The Company certifies that the disclosures made in this Information MemorandumDisclosure Document are generally adequate and III
conformity with SEBI Regulations Further the Company accepts no responsibility for statements made otherwise than in the Information MemorandumDisclosure Document or Security Documents or any other material issued by or at the instance of the Company and anyone placing reliance on any source of information other than this Information Memorandum Disclosure Document and the Security Documents would be doing at their own risk and the Company will not be liable for such reliance
Issue of Debentures in Dematerialised Form The Debentures will be issued only in dematerialized form The Issuer has made arrangements with the Depositories for the issue of the Debentures in dematerialized form Investors will have to hold the Debentures in dematerialized form as per the provisions of Depositories Act 1996
Consents ILampFS Trust Company Limited has given its written consent for its appointment as debenture trustee to the Issue under Regulations 4(4) of the SEBI Regulations and inclusion of its name in the form and context in which it appears in this Information Memorandum Disclosure Document __
4ti)~ ~ A )ro)
C
Page 42 of60
ANNEXURE 1 SUMMARY TERM SHEET
--------------------------------------------------------------------------- shyIssuer Orris Infrastructure Private Limited
Instrument Secured Cumulative Redeemable Non-Convertible Debentures
Total number of 200 NCDs Face Value ~ 10000000- (Rupees One Crore only) per Debenture
Issue Size ~ 2000000000- (Rupees Two Hundred Crores only)
Issue Price At its face value ie ~ 10000000- (Rupees One Crore only) per Debenture
Mode of Private Placement Placement Object of the The proceeds from the issue shall be utilized for the general Issue corporate purposes of the Company
Form of listed Dematerialised issuance Deemed Date of 23-10-2013 or any other date as decided by the Issuer Allotment
Tenor 48 (forty eight) months from the Deemed Date of Allotment
Redemption After expiry of the Moratorium Period the Issuer shall redeem the Debentures in equal monthly installments over a period of 33 (thirty three) months on each Due Date subject to premature redemption as permitted under the Debenture Trust Deed
Moratorium Period of 15 (Fifteen) months from the Deemed Date of Allotment Period Interest Rate Interest will be payable at the interest rate of 20 (Twenty percent)
per annum payable monthly on the Outstanding Amounts as per the Payment Schedule (refer Annexure 2 to this Information Memorandum Disclosure Document)
The first installment for interest payment shall also include an additional amount equivalent to 125 (one point two five percent) of the issue size (excluding any applicable taxes) to the Debenture holders in proportion to the Debentures held by them
Market Lot One (1) Debenture
Minimum Application
Early Repayment
Escrow Mechanism
------shy
Subject to the conditions specified in the Debenture Trust Deed (Premature Redemption) the Issuer shall have a onetime option to prematurely redeem in a single tranche and not exceeding 25 (twenty five) of the outstanding Debenture Principal Amount at any time after expiry of the 24 (twenty four) months from the Deemed Date of Allotment till the expiry of 30 (Thirty) months of the Deemed Date of Allotment (Premature Redemption Period) The Premature Redemption shall be exercised in a single tranche and shall be subject to fulfillment of each of the following conditions that the Company prematurely redeems Debentures equivalent to an amount in the multiples of ~ 50000000- (Rupees Five Crores Only) with the minimum amount being ~ 150000000- (Rupees Fifteen Crores Only) for redemption in excess of the amounts permitted for Premature Redemption as specified above the Issuer shall pay a premature redemption premium of 2 (two percent) on the amount being redeemed and paid by the Issuer plus applicable service tax or other statutory levy if any subject to deduction of income tax at the rate prescribed under the Income Tax Act 1961 (Premature Redemption Premium) subject to the Escrow Mechanism below the Issuer shall have the option to prematurely redeem the Debentures after the expiry of the Premature Redemption Period without paying any Premature Redemption Premium provided such amounts are in accordance with sub-clause (a) above and any redemption of Debentures by the Issuer in accordance with this Deed shall be proportionate redemption of all the Debentures together through reduction in face value of each Debenture Further the redemption of the Debentures may be carried out in accordance with the Escrow Mechanism mentioned below
All receivables from the Project will be deposited by the Company in an Escrow Account All monies deposited in the Escrow Account shall be utilized in following order Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal with respect to the Debentures Only upon satisfaction of the requirement of (1) and (2) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account towards withdrawal of upto ~ 900000000 (Rupees Ninety Crores only) by the Company After withdrawal of ~ 900000000 (Rupees Ninety Crores only) by the Company
Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal witl]_x~secttyct to
-_8f~~the Debentures (f~X-~~~
~ ) Page 44 amp1 ~____~i
--------------------------------------- -- -------------
Debt Service Reserve Account (DSRA)
Put Option
Issue open on
Issue closed on
Basis for Interest calculation
Listing
Depository
Credit Rating
Security
Only upon satisfaction of the requirement of (a) and (b) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account 60 (Sixty percent) of any further monies in the Escrow Account shall be used to accelerate the redemption of the Debentures and the remaining 40 shall be withdrawn by the Company
Shall mean an amount being not less than ~ 60000000 (Rupees Six Crores only) to be maintained by the Company in the Escrow Account at all times
In the event of a default as defined iIi the Debenture Trust Deed the Debenture Trustee (on instructions from the Debenture holders) can exercise a put option on the Promoters to buy back the entire outstanding Debentures
04-10-2013 or any other date as decided by the Issuer
23-10-2013 or any other date as decided by the Issuer
Interest payable on the Debentures shall accrue on a day to day basis and shall be computed on the basis of 365 (Three Hundred Sixty Five) days divided equally for each of the twelve calendar months
At the WDM segment of the BSE
NSDL and CDSL
ICRA B+ by ICRA Limited
The Debentures together with any interest accrued thereon and outstanding amounts Debenture Trustees remuneration and all costs charges expenses and all other monies due in respect of the Debentures shall be secured by
First and exclusive charge on all Project Receivables through the Deed of Hypothecation together with the Escrow Agreement and such charge will be superior to any other claims on the Project Receivables First and exclusive charge on all amounts lying to the credit of the Escrow Account under the Deed of Hypothecation First and exclusive charge by way of equitable mortgage on the Commercial Property (Mortgaged Property) through execution of a registered Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property in favour of the Debenture Trustee together with a declaration cum undertaking from CDPL declaring the creation of mortgage by deposit of titly-~Si~6d~~ the
I-SI ~~
Page 4~60
----------------------------------------------------------------------------------Commercial Property in terms of the memorandum of entry Equitable mortgage and exclusive charge over FSI equivalent to 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of the Commercial Project together with all the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
Exclusive charge over all the rights title interest benefits claims demands of any nature whatsoever of the Company under andor in respect of the CDPL Collaboration Agreements for development and construction of the Commercial Colony and the entire FSI in the Commercial Project along with proportionate undivided interest in the underlying land and without limitation the following the right to compel performance thereunder and to substitute or be substituted for the Company thereunder and to substitute and be substituted thereunder for the Company thereunder and to commence and conduct either in the name of the Company or in its own name or otherwise any proceedings against any person in respect of any breach of the CDPL Collaboration Agreements and all claims of the Company including in any proceedings against all or any such persons to any amounts owing to or received by the Company thereunder and the rights and benefits of all Approvals to the extent capable of assignment together with the right to further assign any of the CDPL Collaboration Agreements and such Approvals to any Person Pledge of shares representing the entire issued and paid up share capital of CDPL under the Deed of Pledge Personal Guarantee of Sh Vijay Gupta Sh Amit Gupta and Smt Kusum Gupta and Cheques
Security Creation The Security shall be created in the favour of the Debenture Trustee on or before the Deemed Date of Allotment
Representation The representations and warranties of the Company will be set out and Warranties in the Debenture Trust Deed
Event ofDefault All events of default as set out in the Debenture Trust Deed
Upon occurrence of such event of default Debenture Trustee shall (on instruction from the Debenture holders) issue a written notice of default to the Company and grant to the Company a cure period in accordance with the terms of Security Documents
The consequences of an event of default shall be governed_lgtY the provisions in the Security Documents and shall inclu9~~ayfu~i1t of
default interest and enforcement of the Security in the manner specified In the Security Documents including appointment of nominee director(s)
Default Interest An additional interest of 4 pa (four percent per annum) over and Rate above the Interest Rate (as defined hereinafter) (viz the default
interest rate shall be 24 (twenty four percent) payable in relation to the Debentures and the Outstanding Amounts payable In accordance with Security Documents
Registrar and Skyline Financial Services Private Limited Transfer Agent
Compliance All provisions clauses regulations specified by GOISEBIRoCBSE with respect to issue and listing of Redeemable and Secured Non-Convertible Debentures shall be complied with by the Company
Assignment Each Investor may transfer or dispose a part or the whole of its Transferability Debentures without the Companys consent
Governing Law The governing law will be the laws of India and the parties submit to and Jurisdiction the exclusive jurisdiction of the courts in Delhi
~-~---~-~
u c tL ~If) -~~-J bull (
Page 47 of60
ANNEXURE 2 PAYMENT SCHEDULE
Due date
Month 0
Last Day ofMonth 1
Last Day ofMonth 2
Last Day ofMonth 3
Last Day ofMonth 4
Last Day ofMonth 5
Last Day ofMonth 6
Last Day of Month 7
Last Day ofMonth 8
Last Day of Month 9
Last Day of Month 10
Last Day of Month 11
Last Day of Month 12
Last Day of Month 13
Last Day of Month 14
Last Day ofMonth 15
Last Day of Month 16
Last Day of Month 17
Last Day of Month 18
Last Day ofMonth 19
Last Day ofMonth 20
Last Day of Month 21
Last Day of Month 22
Last Day ofMonth 23
Last Day of Month 24
Last Day ofMonth 25
Last Day of Month 26
Last Day ofMonth 27
Outstandino D b t b
e en nre1 su )scrIptlOn amount
I dat mont I en
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
1939393939
1878787879
1818181818
1757575758
1696969697
1636363636
1575757576
1515151515
1454545455
1393939394
1333333333
1272727273
I nterest
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
32323232
31313131
30303030
29292929
28282828
27272727
26262626
25252525
24242424
23232323
22222222
Debenture Payment to I t D b tSll )SCrIP Ion e en nre
t H Idamoun 0 ers
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
60606061 93939394
60606061 92929293
60606061 91919192
60606061 90909091
60606061 89898990
60606061 88888889
60606061 87878788
60606061 86868687
60606061 85858586
60606061 84848485
60606061 83838384
60606061 8~~3 j()gt t~( S( )Page48~60
-
Due date su
Last Day of Month 28
Last Day of Month 29
Last Day of Month 30
Last Day of Month 31
Last Day ofMonth 32
Last Day of Month 33
Last Day of Month 34
Last Day of Month 35
Last Day of Month 36
Last Day of Month 37
Last Day of Month 38
Last Day of Month 39
Last Day of Month 40
Last Day of Month 41
Last Day of Month 42
Last Day of Month 43
Last Day of Month 44
Last Day ofMonth 45
Last Day of Month 46
Last Day of Month 47
Last Day of Tenor
Outstandino D b t b
b ~ t~n ure t SCrIp Ion amoun
t th da mon en
1212121212
1151515152
1090909091
1030303030
969696970
909090909
848484848
787878788
727272727
666666667
606060606
545454545
484848485
424242424
363636364
303030303
242424242
181818182
121212121
60606061
Debentme Payment to Interest subscription
t amoun Debenture
H ld0 ers
21212121 60606061 81818182
20202020 60606061 80808081
19191919 60606061 79797980
18181818 60606061 78787879
17171717 60606061 77777778
16161616 60606061 76767677
15151515 60606061 75757576
14141414 60606061 74747475
13131313 60606061 73737374
12121212 60606061 72727273
11111111 60606061 71717172
10101010 60606061 70707071
9090909 60606061 69696970
8080808 60606061 68686869
7070707 60606061 67676768
6060606 60606061 66666667
5050505 60606061 65656566
4040404 60606061 64646465
3030303 60606061 63636364
2020202 60606061 62626263
1010101 60606061 61616162
The interest payment on the first Due Date shall vary depending on the date onwh~h the
application monies for Debentures arc received til 1~~1
1bull kAij~ lt laquo~~gt ~
-
--
Page 49 of60
ANNEXURE 3
UNDERTAKING BY THE COMPANY
The Company undertakes that bull In the event the Debentures are issued in physical form the Company
shall use a common form of transfer
bull It will provide on a half yearly basis a compliance certificate duly certified by the Debenture Trustee to the Debenture holders in respect of compliance with the terms and conditions of Issue as contained in this Information Memorandum Disclosure Document and
bull Every credit rating obtained shall be periodically reviewed by the Credit Rating Agency and any revision in the rating shall be promptly disclosed by the Company to the Stock Exchange Any change in rating shall be promptly disseminated to Debenture holders and prospective Investors in such manner as the BSE may determine from time to time All information and reports on the Debentures including compliance reports filed by the Company and the Debenture Trustee shall be disseminated to the Debenture holders and the general public by placing them on the website of the Company and shall through the Debenture Trust Deed request the Debenture Trustee to place the same on its website
bull The above Information Memorandum Disclosure Document IS
compliant with all disclosures required to be made for listing of senior non-convertible debentures on a private placement basis on a recognized stock exchange as specified in Schedule I under Regulation 21 of the Securities and Exchange Board of India (Issuing and Listing of Debt Securities) Regulations 2008
laquo~~(~I0~~ For o~InCr ~cture Private Limited
~~WIVijay~
(Chairman)
Page 50 of60
ANNEXURE 4
CREDIT RATING LETTER FROM ICRA LIMITED
Ie R A Limited
Ref DRAT2013-140-362
Mr Sanjay Aggarwal VP - Accounts amp raxation Orris Infrastructure Private Limited J-105 DLF Phase -II MG Road Gurgaon - 122002 Haryana
May 21 2013
Dear Sir
Rc ICRA-assigned Credit Rating for Rs 200 crore NCD Programmc of Orris Infrastructurc l)rivate Limited (instrument details in Annexure)
Please refer to your Rating Requisition dated May 112013 and the subsequent Rating Agreement of May 162013 for carrying out the rating of the aforesaid Bond Programme The Rating Committee
of ICRA after due consideration has assigned a [ICRAIB+ (pronounced as ICM B plus) rating
to the captioned Bond Programme
We would appreciate if you can sign on the duplicate copy of this letter and send it to us within 7
days from the date of this letter as confirmation about the use of the assigned rating The rationale
for assigning the above rating will be sent to you on receipt of your confirmation about the use of our rating as above Any intimation by you about the above rating to any BankerLending
AgencyGovernment AuthoritiesStock Exchange would constitute use of this rating by you
This rating is specific to the terms and conditions of the proposed issue as was indicated to us by you
and any change In the tenns or size of the issue would require the rating to be reviewed by us If
there is any change in the terms and conditions or size of the instrument rated as above the same must be brought to our notice before the issue of the instrument If there is nny such change after the
rating is assigned by us and confirmed to use by you it would be subject to our review and may result in change in the rating assigned
ICRA reserves the right to suspend withdraw or revise the above at any (ime on the basis of new information 01 unav~ilability of information or such other circumstances which ICRA believes may
have an impact on the rating assigned to you
The rating as aforesaid howeVer should not be treated as a recommendation to buy sell or hold the
bonds to be issued by you If the instrument rated as above is not issued by you within a period of 3
BuUding No 5 2 Floor TeL + 91 - 124 - 4545300 wOiosite wwwicraJn Tower A DLF cyber City Fax + 91 - 124 - 4050424 email infoicralndiacom Phase ll Gurgaon 122002
Regd Office 1105 Kailash Building 11 Floor 26 Kastuma Gandhi Marg NeW Delhi - 110001
RATING RES EAR eli INFORMATION
months from the date of this letter communicating the rating the same would stand withdrawn unless
revalidated before the expiry of 3 months
You arc required to forthwith inform us about any default or delay in repayment of intcrest or
principal amount of the instrument mtcd as above or any other debt instruments borrowing Y nu are also required to keep llS forthwith informed of any other devclopments which may have a direct
or indirect impact on the debt servicing capability of the company including any proposal for reshy
schedulement or postponement of the repayment programmes oCthe dues debts of the company with
any lendcr(s) investor(s)
You are required to inform us immediately as and when the borrowing limit for the instrument rated
as above or as prescribed by the regulatory authority (ies) is exceeded
We thank you for your kind cooperation extended during the course of the rating exercise Should
you require any clarification please do not hesitate to get in touch with us
With kind regards
Yours sincerely
for IeRA Limited
-- Iobit Inamdar S (Senior Vice President) (Analyst)
Page 52 of60
Annexure
Details of the bank limits rated by leRA (Rated on long term seale)
Page 53 of60
I eRA limited AIIA~fIiI ofMoltldyIInvllllttmI ~
Ref DRATfl013middot140middot3611
Date August 222013
MI Sanjay AggarwaJ VP - Accounts amp Taxation Orris Infrastructure Private Limited JmiddotIO5 DLF Phasemiddotll MG Road Gurgaonmiddot J22002 Haryana
Dear Sir
Re leRA ruting for Rs 2000 crote NCD Progrumme of Orris Infrastructure Private Umlted
This is with reference to your letter dated August 9 2013 for re-validating your rating for the Rs 200 erore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Boods programme ofyour company and last communicated to you vide QuI letter dated May 212013 stands The other terms and conditions for the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DlRAT12013middot 1410-362 dated May 2013 stands
With kind regards For lCRA Limited
(Senior Vice President)
T~middot + 91middot 124 bull ~ website VWW bulliCfSio fw + 91 124 -~ email info~middoticralndiagtcom
Page 54 of60
Ie R A Lim
Ref DfRAT2013-14O-364
Date October 03 2013
Mr Sanjay Aggarwal VP - Accounts amp Taxation Orris Infrastructure Private Limited J-105 DLF Phasemiddotmiddotll MG Road Gurgaon - 122002 Haryana
Dear Sir
Re ICRA rating for Rs 2000 crOTe NCD Programme of Orris Infrastructure Private Limited
This is with reference to your letter dated September 03 2013 for re-validating your rating for the Rs 200 crore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Bonds programrne of your company and last conununicated to you vide our letter dated August 22 2013 stands The other terrns and conditions fur the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DRATI2QI3middot 14()362 dated May WI3 stands
With kind regards For [eRA Limited
Vi (Senior Vice President)
Buildlng No 2 Iloot Tel + 81 124 - 4545300 websf1e WWWJCf8D
Tower A Cyber Oily Fax + 91 124 bull 4000424 ilImaH lnfoicralfldliLcof1
Phase II Gurgaonmiddot 1~
Regd Offictl noo iltailash Building i 1 Floor 26 KDtwoo Qandhi Marg New Delhi bull 110001
RATING RES EAR C H INfORMATION
Page 55 of60
ANNEXURE 5
CONSENT LETTER FROM DEBENTURE TRUSTEE
Ref No 1750 ITCL JUtmiddots I ru~1 Company Limilt~d
September 30 2013
Orris Infrastructure Private limited (Company) Jmiddot105 OLF PhaSe - 11 MG Road Gurgaon 122002
Kind Attention Mr Vljay Gupta Director
Sub listed Secured Redeemable Non Convertible Debentures (NCDs) aggregating to Rs 200 crs proposed to be issued by the Company on private placement basis
Dear Sirs
This is with reference to our discussion regarding appointment of ILampFS Trust Company limited (ITCL) as Debenture Trustee for the proposedlssue of listed Secured Redeemable NCDsof Rs 1 crore each aggregating to Rs 200 crs to ~ issued by the Company on private placement basis In this regard VIle do hereby give out consent to act as the Debenture Trustee subject to the Company agreeing to the following conditions
1 The Company agrees and undertakes to create the securities over such terms and conditions as detai~d in the signed Information Memorandum as submitted to us and execute the Debenture Trust Deed and other necessary security documents as required
2 The Company agrees amp undertakes to pay Debenture Trustees so long as they hold the office of the De~nture Trustee remuneration as stated in appointment letter dated July 30 2013 for the services as Debenture Trustee in addition to all legal travelling and other costS charges and expenses which the Debenture Trustee or their officers employees or agents rnayiocur in relation to execution of the Debenture Trust Deed and all other documents affecting the Security till the monies in respect of the Debentures have been fully paid-off and the requisite formalities for satisfaction of charge in aU respects have been complied with
3 The Company agrees ft undertakes to comply with the provisions of SEal (Debenture Trustees) Reguliltions 1993 SE61 (Issue and Listing of Debt Securitles) Regulations 2008 SEBICircutar No$EaIIlMOOfgtl1Sondl2oo911 105 dated 11052009 on Simplified Listing Agreement for Debt Securities read with the SEBl Circular No SEBIIIMDDOF-1 tBONDlClr-5120o9 dated the 16th November 2009 the Companies Act 19l)6 ilnd other applicable proviSions I circulars guidelines etc as applicable and amended from time to time and agrees to furnish to Trustees such information in terms of the same on regular basis
Sincerely For ILftFS Trust Company lilDi~d
lL__~~ ~ ~ ~~~ --- ~
Authorized Signatory
lUfFS Finru1 Centre PloINo C 22 G Block 5th Floor Bjr Kurio Complex Bandra (Eastl Mumbamiddotmiddot 40(K)SI INDIA
Bangalor( Office ILEtFSTru1 (ompally Ltdbull ALmiddotLalheef 151 Floor No 2Unioll Slreet Offlnanlry Raad Banglore 5hlX)OI INDIA
New Delhi Offire ILftFSTrusl (ompY tId Amiddot26a lsI Ploor Bhishm Pithamah Marg DefencfCoony New Delhi - 110024 INDIA
Kolkala Offilaquo ILftfSTrusl Company Ltd ILIIFS Constantia lnlflPor n Dr11 lIt Bramachari Street Kolkata bull 700017 INDIA
Page 56 of60
ANNEXURE 6
CONSENT LETTER FROM REGISTRAR AND TRANSFER AGENT i
Skyline Financial Serrr)ices Pvt Ltd SEBI REGISTERED CATEGORY1 REGk)IRARS ampSHARE TRANSfRAtgtENT D153A Ht Floor () nol Area Ph bullbullbullI New Dolhmiddot llO 020 1 9 middot1126812682 2S612~83 EmiddotmaI nOlltyhOaccrn tte-oSi$ wwwSiltyllnfHla_all1
August 29 2013
MrVlneel Kumar Gupta
Sr Manaler Secretarial
Orris InfraSlrucllJre Private Limited
Orris la M G Road
Gurgaoo - 1iG 002 (Hr)
Sub Consent to aet as Registrar to Issue and TfBllSfer Agent
DearSJr
Thls1s in reference 10 YOllr email datild AugJS1 29 2013 We hereby give our consent to act as 21
Registrar to IsSue and Transfer Agent for your propOSed issue of 1O - conveo1ibledebentures Of Rs
20000 Crore (jl1d our name IS Registrar to i$sueandShare Transfer agent may please be included in
Thanking you Y()ursfailhfufy
Vice- President
Page 57 0[60
--
-------
ANNEXURE 7
APPLICA TION FORM
ORRIS INFRASTRUCTURE PRIVATE LIMITED Registered Office RZ-D-5 Mahavir Enclave New Delhi 110045
Corporate Office 1-105 DLF Phase II Mehrauli Gurgaon Gurgaon -122002
Application No ___ Date
Dear Sirs
VWe have read and understood the terms and conditions of issue by Orris Infrastructure Private Limited of senior secured cumulative redeemable Non-Convertible Debentures of face value ~ 10000000 (Rupees One Crores only) having a coupon rate of 20 pa on a private placement basis on the face value aggregating to ~ 2000000000- (Rupees Two Hundred Crores only) (Debenture) contained in the Information Memorandum Disclosure Document dated __2013 VWe bind ourselves to the terms and conditions as contained in the Information Memorandum Disclosure Document and wish to apply for allotment of these Debentures The amount payable on application as shown below is remitted herewith On allotment please place myour name(s) on the Register of Debenture holder(s)
(Please read carefully the instructions on the next page before filling this form)
No of Debentures applied No in figures No in words for
Amount (~)
Detal s I 0 f payment ChequesDemand Date Drawn on Bank DraftlRTGS Details
Applicants Name amp Address in full (please use capital letters)
Pin Code Telephone I Fax Email
I Status Bankin~ Company ( ) Insurance Company ( ) Other ( ) (specify in case of others) Name of Authorized Signatory Designation Signatures Signatoty
Details of Bank Account Bank Name amp Branch Nature ofAccount Account No IFSCINEFT Code middot)---~1
-- --
Depository Details
I1We the undersigned want to hold the Debentures of the Company in the dematerialised fonn Details of myour Beneficiary Account are given below
Depository Participant Name - shy
DPID
Beneficiary Account Number shy
Name of the Applicant
() II We understand that in case of allotment of Debentures to my lour Beneficiary Account as mentioned above would be credited to the extent of Debentures allotted
Taxpayers PAN I GIR No IT CircleIW ardlDistrict ( ) Not Allotted
Tax Deduction Status () Fully ( ) Tax to be ()Yes ONo Exempt deducted at
Source
I1We hereby understand that the Company has not provided and will not provide any material or other infonnation regarding the Debentures except as included in the Infonnation Memorandum Disclosure Document
Signature of the Applicant _________________(Tear here)__________
ACKNOWLEDGEMENT SLIP
Application No Date -- shyReceived From
1shy----------------------~
By ChequelDemand DraftlRTGS No
drawn on towards application for ______ Debentures (Chequesl Demand Drafts are subject to realisation)
For Orris Infrastructure Pvt Ltd
For all further correspondence please contact INFRASTRUCTURE PRIVATE LIMITED Tel +91 124-4979200
Page 59 of60
10
INSTRUCTIONS
You must complete application in full in BLOCK LETTERS IN ENGLISH
2 Your Signatures should be made in English or in any of the Indian languages
3 Application forms duly completed in all respects together with high value Cheques Pay Order Demand Drafts must be lodged at the Orris Infrastructure Private Limited Corporate Office (as provided above)
4 Payments through RTGS shall be made as follows
Beneficiary Account name Orris Infrastructure Private Limited IFSC Code UTIB0000056 Bank Account No 056010200015303 Bank Axis Bank Ltd Branch Sec-14 Gurgaon
5 The Cheque(s)Demand Draft(s) of high value clearing zone should be drawn in favour of ORRIS INFRASTRUCTURE PVT LIMITED and crossed Ale payee only Cheque(s)Demand draft(s) may be drawn on any scheduled bank and payable at Delhi
6 Mr Vineet Gupta as authorised representative of the Company will issue the Acknowledgement Slip (appearing below the Application Form) as acknowledgement of receipt of applications No separate receipt will be issued
7 You should mention your Permanent Account Number or the GIR number allotted under Income- Tax Act 1961 and the Income-Tax CirclelWardlDistrict In case where neither the PAN nor GIR number has been allotted the fact of non-allotment should be mentioned in the application form in the space provided
8 The application would be accepted as per the terms of the issue outlined in the Information Memorandum Disclosure DOC~fii
r1- -~0 gt tl~~ ~gt
j )j~ (~~ ~O
~ shy
Page 60 of60
The Debentures have been rated ICRA B+ (pronounced as ICRA B plus) by ICRA This rating is not a recommendation to buy sell or hold securities and Investors should take their own decisions 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 agency has a right to suspend or withdraw the rating at any time on the basis of factors such as new information or unavailability of information or any other circumstances which it believes may have an impact
The Debentures offered through this Information Memorandum Disclosure Document is proposed to be listed on the wholesale debt market of the Bombay Stock Exchange Limited
ILampFS Trust Company Limited Skyline Financial Services Pvt Ltd
ILampFS Financial Centre 3rd Floor D-153 A 1st Floor G Block Bandra Kurla Complex Okhla Industrial Area Phase -I Bandra - East Mumbai - 400051 New Delhi 110020
Phone +91 22 26593810 Phone +91 11 30857575 Fax +91 22 26533297 Fax +91 11 2629261 Emailsujatharangachariilfsindiacom Email adminskylinertacom
Contact Person Sujatha Rangachari Contact Person Virender Rana
ISSUE OPENS ON 4th October 2013 ISSUE CLOSES ON 23rd October 2013
DEEMED DATE OF ALLOTMENT 23rd October 2013 The Issuer reserves the right to change the Issue Programme including the Deemed Date of Allotment as defined herein at its sole discretion without giving any reasons or prior notice
Page 20[60
INDEX
Definitions and Abbreviations 4
Disclaimer 8
Risk Factors 10
General Information 13
Issuer Profile 15
Financial Highlights of the Company 19
Offer Details 20
Material Contracts Agreements involving Financial 25 Obligations of the Issuer
Disclosure on Existing Financial Indebtness 26
Other Information and Issue Procedure 35
Other Regulatory and Statutory Disclosures 42
Annexures
Annexure 1 Summary Term Sheet 43
Annexure 2 Payment Schedule 48
Annexure 3 Undertaking by the Company 50
Annexure 4 Credit Rating Letter from ICRA 51
Annexure 5 Consent Letter from Debenture Trustee 55
Annexure 6 Consent Letter from RTA 57
Annexure 7 Application Form
DEFINITIONS AND ABBREVIATIONS
Unless the context otherwise require the following terms shall have the meaning given below in this Information Memorandum Disclosure Document
Act The Companies Act 1956 (as amended from time to time)
Affiliates With respect to any Party means any Person (as hereinafter defined) which is a Holding Company (as hereinafter defined) or Subsidiary (as hereinafter defined) of that Party or any Person which directly or indirectly (i) Controls (as hereinafter defined) such Party (ii) is Controlled by such Party (iii) is Controlled by the same Person who directly or indirectly Controls such Party or (iv) is a Subsidiary of the same Person of which such Party is a Subsidiary or (v) in relation to a natural Person a Relative (as hereinafter defined) of such Person For the purposes of this definition the term Holding Company and the term Subsidiary shall have the meaning ascribed to them under Section 4 of the Act
AllotAllotmentAllotted Unless the context otherwise requires or implies the allotment of the Debentures pursuant to the Issue
Articles or AOA Articles of Association of the Company Application Form The form prescribed under this Information of
Memorandum to be used by an Investor to apply for subscription to the Debentures offered through this Issue
Board Board of Directors of the Company BSE Bombay Stock Exchange Limited Business Day A day (other than a Saturday or a Sunday) on which
scheduled commercial banks are open for normal banking business in New Delhi and Gurgaon
CDPL Cranes Developers Private Limited CDPL Promoters Orris Constructions Private Limited Orris Towers
Private Limited Orris Buildcon Private Limited and the Promoters
CDSL Central Depository Services (India) Limited CDPL Collaboration The collaboration agreements dated October 27 Agreements 2007 and July 1 2010 entered into between the
Company and CDPL in respect of the Commercial Property
Commercial Complex The commercial complex under the name of Orris Business Square being developed on the Commercial Property c
_shy
ir--~I~
-Commercial Property
Company IssuerOrris
Control or controlling or controlled by or under common control with
Credit Rating Agency
Crores Date of Allotment
Deemed Date of Allotment Debenture
Debenture Trustee Debenture Trust Deed
Deed of Hypothecation
Deed of Pledge
Default Interest Rate
Depository (ies) Director(s)
All that plece and parcel of freehold land admeasuring 95 acres situated in the revenue estate of Village Shikohpur Sector 82A Gurgaon Haryana Orris Infrastructure Private Limited a company incorporated under the Act with corporate identification number U70l09DL2006PTC151295 and having its registered office at RZ-D-5 Mahavir Enclave New Delhi -110045 Shall include the right to appoint majority of the directors or to control the management or policy decisions exercisable by a Person or Persons acting individually or in concert directly or indirectly including by virtue of their shareholding or management rights or shareholders agreements or voting agreements or in any other manner ICRA Limited or any other rating agency appointed by the Company from time to time 1 crore = 10 million The date on which the allotment of Debentures is made 23-10-2013 or any other date as decided by the Issuer 200 (two hundred) secured redeemable non-convertible debentures of ~ 10000000-(Rupees One Crore only) each of the Company issued to the Debenture Holders IL amp FS Trust Company Limited Debenture Trust Deed to be executed among the Company Debenture Trustee Promoters CDPL amp CDPL Promoters Deed of Hypothecation to be executed between the Company and the Debenture Trustee A deed to be executed between CDPL its shareholders and the Debenture Trustee for Pledge of shares representing the entire issued and paid up share capital of CDPL An additional interest of 4 pa (four percent per annum) over and above the Interest Rate (as defined hereinafter) (viz the default interest rate shall be 24 (twenty four percent) payable in relation to the Debentures and the Outstanding Amounts payable in accordance with Security Documents NSDL and CDSL Duly appointed Director for the time being of the Company ~~~~
--
c
Due Date
DTCP
EMI Event of Default
Escrow Agreement
Face Value
FSI Information Memorandum Disclosure Document
Interest Rate
Investor
Issue
ISIN
Memorandum MOA NSDL NCD Obligor(s)
Outstanding Amounts
Date on which any payment In respect of Debentures falls due ie the last day of each calendar month until the Debentures are not redeemed in full Director Town amp Country Planning Haryana Chandigarh Equal monthly installment All events of default as setout in the Security Documents Escrow Agreement to be executed among the Company Debenture Trustee and Promoters Face value of each Debenture being ~ 10000000shy(Rupees One Crore Only) Floor Space Index The information memorandumdisclosure document prepared by the Company in conformity with the SEBI Regulations and other applicable Law for the Debentures The Debentures of the Company shall carry an interest at the rate of 20 (Twenty Percent) per annum payable monthly on the Debentures and all Outstanding Amounts Such Person(s) who subscribes to the Debentures pursuant to the Issue or purchases the Debentures subsequently Issue of Debentures having aggregate face value of ~ 2000000000- (Rupees Two Hundred Crores only) to be issued by the Issuer pursuant to this Information Memorandum Disclosure Document
J
at the Face Value of ~ 10000000- (Rupees One Crore only) for each Debenture International Securities Identification Number Memorandum of Association of the Company National Securities Depository Limited Non-Convertible Debentures The Company and the Promoters are collectively referred to as the Obligors and individually as an Obligor Shall mean at any time the entire outstanding amount due in respect of the Debentures including the Debenture principal amount interest payable at the Interest Rate default interest payable at the Default Interest Rate Premature Redemption Premium (as defmed in Term Sheet in Annexure 1) fees costs charges and expenses (including any fees payable to the Debenture Trustee) and other
amounts pa~able in respect of the Debenture~10~ the TransactIOn Documents (~ lt)
-
-- Party PartIes
Payment Schedule
Person(s)
Personal Guarantees
Cheques
Promoters
Project
RBI
Registrar and Transfer Agent
The Debenture Trustee and the Obligor(s) are collectively referred to as the Parties and individually as a Party Means the schedule for payment of interest and principal installments towards the Debentures as provided m Annexure 2 to this Information Memorandum Disclosure Document Means and includes any natural person limited or unlimited liability company corporation (including any non-profit corporation) partnership (whether registered unregistered general limited or unlimited) sole proprietorship trust firm union unincorporated association joint venture joint stock company Hindu undivided family estate court tribunal agency Government ministry department commission self-regulatory organisation arbitrator board or other entity enterprise authority or business organisation whether or not required to be incorporated or registered under law or any agency or political subdivision thereof or any other entity that may be treated as a person under applicable Law Deed of personal guarantees to be provided by Mr Vijay Gupta Mr Amit Gupta Mrs Kusum Gupta Shall mean the undated cheques to be issued by the Company to the Debenture Trustee as security for the payments to be made under Debenture Trust Deed Mr Vijay Gupta Mr Amit Gupta Mr Sumit Gupta Mrs Kusum Gupta Mrs Mamta Gupta Mrs Pooja Gupta Mis Vijay Gupta (HUF) Mis Amit Gupta (HUF) and Mr Sumit Gupta (HUF)
Means the residential real estate project branded as Greenopolis being developed and sold by the Company on parcel of land admeasuring 47218 Acres as defined in the Debenture Trust Deed in accordance with a development agreement entered into with Three C Shelters Private Limited and all construction thereon present or future Reserve Bank of India Skyline Financial Services Private Limited
~~--------------------+~~~------~~--~-------------------~----~~ Record Date Shall mean the date falling seven days prior to the
Due Date or if it happens to be a holiday then the immediately succeeding Business Day shall be the Record Date ___ _
f--------------- shyROC The Registrar of Companies Delhi and Haryarlt~~I-raquo
------ shy
(21 V- S~ )~)
Page Nioo6~- -_ -~
------ -
RTGS Real Time Gross Settlement an electronic funds transfer facility provided by RBI
Rupees or ~ The lawful currency of India SEBI Securities and Exchange Board of India constituted
under the Securities and Exchange Board of India Act 1992 (as amended from time to time)
Security Documents Mean and include (i) Debenture Trust Deed (ii) Deed of Hypothecation (iii) Personal Guarantees (iv) Escrow Agreement (v) Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property (vi) declaration cum
I undertaking from CDPL declaring the creation of
I mortgage by deposit of title deeds of the Commercial Property in terms of the memorandum of entry (vii) Deed of Pledge in respect of the entire issued and paid up share capital of CDPL (ix) Cheques and (x) such other document as may be required and agreed upon between the Parties and executed from time to time
Transaction Documents Means and includes the Security Documents and this Information Memorandumj Disclosure Document
WDM Wholesale debt market segment of the BSE We us our Unless the context otherwise requires the
Company its subsidiaries and joint ventures if any
DISCLAIMERS
ISSUERS DISCLAIMER This Information Memorandumj Disclosure Document is neither a prospectus nor a statement in lieu of a prospectus The issue of Debentures proposed to be listed on the BSE is being made strictly on a private placement basis This Information Memorandumj Disclosure Document is not intended to be circulated to more than 49 persons This Information MemorandumjDisclosure Document is only meant for the Eligible Investors Multiple copies hereof given to the same entity shall be deemed to be given to the same person and shall be treated as such It does not constitute and shall not be deemed to constitute an offer or an invitation to subscribe to the Debentures to the public in general This Information Memorandumj Disclosure Document should not be construed to be a prospectus or a statement in lieu of prospectus under the Act
This Information Memorandumj Disclosure Document have been prepared in conformity with the SEBI (Issue and Listing of Debt Securities) Regulations 2008 as amended from time to time Therefore as per the applicable provisions copy of this Information Memorandumj Disclosure Document has not been filed or submitted to the SEBI for its review ~ltll0~ approval il bullbull ~
L~-( 2 I u I
pa~~L~9 ~-
This Information Memorandum Disclosure Document has been prepared to provide general information about the Issuer to potential Investor(s) Eligible Investors to whom it is addressed and who are willing and eligible to subscribe to the Debentures strictly on a private placement basis This Information Memorandum Disclosure Document does not purport to contain all the information that any potential Investor may require
Neither this Information Memorandum Disclosure Document nor any other information supplied in connection with the Debentures is intended to provide the basis of any credit or other evaluation and any recipient of this Information Memorandum Disclosure Document should not consider such receipt a recommendation to purchase any Debentures Each Investor contemplating purchasing any Debentures should make its own independent investigation of the financial condition and affairs of the Issuer and its own appraisal of the creditworthiness of the Issuer Potential Investors should consult their own financial legal tax and other professional advisors as to the risks and investment considerations arising from an investment in the Debentures and should possess the appropriate resources to analyze such investment and the suitability of such investment to such Investors particular circumstances The Issuer confirms that as of the date hereof this Information Memorandum Disclosure Document (including the documents incorporated by reference herein if any) is accurate in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements herein in the light of the circumstances under which they are made not misleading No person has been authorized to give any information or to make any representation not contained or incorporated by reference in this Information Memorandum Disclosure Document or in any material made available by the Issuer to any potential Investor pursuant hereto and if given or made such information or representation must not be relied upon as having been authorized by the Issuer
This Information Memorandum Disclosure Document and the contents hereof are restricted for only the intended recipient(s) Eligible Investors who have been addressed directly and specifically through a communication by the Company and only such recipient(s) Eligible Investors isare eligible to apply for the Debentures All Investors are required to comply with the relevant regulations guidelines applicable to them for investing in this Issue The contents of this Information Memorandum Disclosure Document are intended to be used only by those Investors to whom it is distributed It is not intended for distribution to any other person and should not be reproduced by the recipient
No invitation is being made to any persons other than those to whom application forms along with this Information Memorandum Disclosure Document being issued have been sent by or on behalf of the~~Any application by a person to whom the Information Memorandu~t~llisc~~~re
-f -t-I (n r-shy
~)~~ ~60( J~
Document has not been sent by or on behalf of the Issuer shall be rejected without assigning any reason
The Issuer does not undertake to update the Information Memorandum Disclosure Document to reflect subsequent events after the date of the Information Memorandum Disclosure Document and thus it should not be relied upon with respect to such subsequent events without first confirming its accuracy with the Issuer
The distribution of this Information Memorandum Disclosure Document and the offering and sale of the Debentures may be restricted by law in certain jurisdictions Person(s) into whose possession this Information Memorandum Disclosure Document comes are required to inform themselves about and to observe any such restrictions This Information Memorandum Disclosure Document does not constitute nor may it be used for or in connection with an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation No action is being taken to permit an offering of the Debentures or the distribution of this Information Meinorandum Disclosure Document in any such jurisdiction
This Information Memorandum Disclosure Document is strictly for a private placement and is only an information brochure for private use by the Eligible Investors Nothing in this Information Memorandum Disclosure Document shall constitute andor deem to constitute an offer or an invitation to an offer to the Indian public or any section thereof to subscribe for or otherwise acquire the Debentures Further since the Issue is being made on a private placement basis the provisions of Section 60 of the Act shall not be applicable and accordingly a copy of this Information Memorandum Disclosure Document has not been flIed with ROC or SEB
RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulflI its obligations in respect of the Debentures issued under this Information Memorandum Disclosure Document All of these factors are contingencies which mayor may not occur and the Issuer is not in a position to express a view on the likelihood of any such contingency occurring
In addition certain factors which are material for the purpose of assessing the market risks associated with the Debentures issued under the Information Memorandum Disclosure Document are also described below
The Issuer believes that the factors described below represent the principal risks inherent in investing in Debentures issued under the Informa~ Memorandum Disclosure Document but the inability of the Issuer yenlaquo~tfie
(~( )I)pagel~~i~
case may be to pay interest principal or other amounts on or in connection with any Debentures may occur for other reasons and the Issuer does not represent that the statements below regarding the risks of holding any Debentures are exhaustive Prospective Investors should also read the detailed information set out elsewhere in this Information MemorandumDisclosure Document and reach their own views prior to making any investment decision
The following are the risks envisaged by the management and Investors should consider the following risk factors carefully for evaluating the Company and its business before making any investment decision If any one of the following stated risks actually occurs the Companys business financial conditions and results of operations could suffer and therefore the value of the Companys debt securities could decline
Note Unless specified or quantified in the relevant risk factors the Company is not in a position to quantify the financial or other implications of any risk mentioned hereinbelow
bull Legality of Purchase A prospective Investor of the Debentures will be responsible for the lawfulness of the acquisition of the Debentures whether under the laws of the jurisdiction of its incorporation or the jurisdiction in which it operates or for compliance by that prospective Investor with any law regulation or regulatory policy applicable to it
bull A Slowdown in Economic Growth in India could Cause the Companys Business to Suffer The Companys performance and the quality and growth of its assets are necessarily dependent on the health of the overall Indian economy A slowdown in the Indian economy could adversely affect its business
bull Terrorist Attacks Civil Unrest and other Acts of Violence or War involving India and other Countries could Adversely Affect the Financial Markets and the Companys Business Terrorist attacks and other acts of violence or war may negatively affect the Indian markets and may also adversely affect the worldwide financial markets These acts may also result in a loss of business confidence In addition adverse social economic and political events in India could have a negative impact on the Company Such incidents could also create a greater perception that investment in Indian companies involves a higher degree of risk and could have an adverse impact on the Companys business
bull Uncertain Trading Markets and Liquidity Risk The Company cannot assure holders of the Debentures that a trading market for their Debentures will ever develop or be
Debenture holders may not be able to sell such Debentures readily or at prices that will enable them to realize their anticipated yield
bull The Company is Subject to Volatility in Cash Flows The Companys receipts from its customers are linked to the progress of construction on its projects and the creditworthiness of its customers Any delay in the receipts from its customers could impact the cash flows of the Company
bull Credit Risk Prospective Investors should be aware that receipt of any interest payment and principal amount on the Debentures is subject to the credit risk of the Issuer In the event that bankruptcy proceedings or composition scheme of arrangement or similar proceedings to avert bankruptcy are instituted by or against the Issuer the payment of sums due on the Debentures may be substantially reduced or delayed
bull Licences The Companys business requires grantrenewalextension of various licences approvals permissions from appropriate authorities under the applicable laws Any delay in grantrenewalextension of or refusal of appropriate authorities to grantrenewextend such licences approvals permissions could have an adverse impact on the business of the Company
bull MOUs and Collaboration Agreements The Company enters into MOUs collaboration agreement or other agreements to acquire title or land development rights with respect to certain lands for which the Company makes partial payments to land owners and Companys failure to meet the conditions of the MOUs collaboration agreements may adversely affect its business financial condition and results of operation
J
GENERAL INFORMATION
L Name and address of the Registered Office of the Company
Orris Infrastructure Private Limited RZ-D-5 Mahavir Enclave New Delhi 110045 Phone +91 1244979200 Fax +91 (0)124235329192 Email infoorrisin
2 Compliance Officer The details of person appointed to act as Compliance Officer for the purpose of this Issue is set out below
Vineet Gupta J-105 DLF Phase II Gurgaon 122002 Phone +91 124-4979200 Fax +91 11 2353291 Email vineetorrisin
3 Auditors
PR Kumar amp Company C-24 Safdarjung Development Area Main Aurbindo Marg New Delhi 110016 Phone +91 11 47118888 Fax +91 11 47118855 Email prkum~prkumarcom
4 Debenture Trustee
IL amp FS Trust Company Limited ILampFS Financial Centre 3rd Floor Plot No C-22 G Block Bandra Kurla Complex Bandra - East Mumbai - 400051 Phone +91 2226593810 Fax +91 2226533297 Email asstvicepresidentilfsindiacom
5 Registrar and Transfer Agent to the Issue
Skyline Financial Services Private Limited D-153 A 1st Floor Okhla Industrial Area Phase -I New Delhi 110020 Phone +91 11 30857575 Fax +91 11 30857562 Email adminskylinertacom~-t------
Page 13 of60tv))
-----~
6 Credit Rating Agency
ICRA Limited 1105 Kailash Building 11th Floor 26 Kasturba Gandhi Marg New Delhi 110001 Phone +91 11 2335794050 Fax +91 11 23357014 Email infoltq)icraindiacom
7 Details of Board of Directors
The following table sets forth details regarding the Companys Board of Directors as on the date of this Information Memorandum Disclosure Document
3260 Janakpuri New Delhi Managing Director 110058
Amit Gupta Joint- Managing Director C-3260 Janakpuri New Delhi 110058
None of the above Directors appear in the RBI defaulter list
Profile of Directors
Mr Vijay Gupta - Chairman and Managing Director Mr Gupta aged 55 years commerce graduate from Delhi University is a real estate veteran He has over 22 years of experience in handling Sale Leasing and management of land office buildings shopping centers residential and income generating properties and is a well-known name among known and building developers in the Northern India Mr Gupta has acted as Land consolidator and sold big land holdings to Builders and developers like D LF Vatika Sun City and several others in NCR region Mr Gupta has great credibility in the market for timely payment transparency and fair transaction
Mr Gupta has pioneered in providing real estate solutions to new age corporate and the IT Industry He has intricate knowledge and clear vision of the real estate sector He has helped in creating landmark structures in reflecting new standard of excellence in the real estate industry
Mr Vijay Gupta has negotiated and guided the company to enter into a very prestigious collaboration deal with DLF - the leading number one brand in development of real estate in India to develop 49288 acres of commercial land in the NCR region The company will get a great mileage from this agreement as besides the developed area the property will be Co-Branded as DLF ORRIS DLF has agreed to co brand the development due to this location advantage and future Prospects olt0Jcfl~
q~dj
~~~e 14 of 60 -_
ImiddotJIiIMJff tlmiddotiAIIfiiJilIIfIii Mi rug ~IY_ ~icent
Mr Amit Gupta - Joint Managing Director Mr Amit Gupta son of Mr Vijay Gupta aged 32 years is young talented and has great business sense He has coordinated and developed several real estate projects in Gurgaon and adjoining areas Mr Amit Gupta has negotiated several land deals to the benefit of the company and is an expert in such deals
He is working out the details with architect to start the proposed housing project in the next couple of months He is in advance stage of negotiation for several other projects of the group
Mr Amit Gupta has a vision to make ORRIS a name to reckon with by providing real estate solutions to all and set bench mark constantly for itself and evolve a strategy of transparency and credibility
ISSUER PROFILE
1 Brief summary of Business Strength and Strategy Named after an extraordinary flower known for its fragrance Orris believes in leaving an everlasting fragrance in the minds of its customers stakeholders and society at large Orris is driven by passion and qUality At Orris we strive for perfection Our services range from real estate to energy from hospitality to education golf and much more Corporate social responsibility is embedded in our DNA Our journey is guided by a strong vision unshakable foundation and driven by quality and excellence service focused towards serving and offering our customers more than they expect Mr Vijay Gupta began his journey when he laid the foundation for Orris in 2008 His dream to usher India into a new era prompted him to found Orris From being a land consolidator and financier to starting his own real estate division he has come a long way scripting successes on his way Owing to his spectacular endeavors the company has been honored by the industry with the award prestigious Emerging Residential Infrastructure Company of Year 2010
Orris has had a great spell in the last three years Foundations for some of the ambitious projects were laid and a few have reached their finishing stage Apart from its foray into real estate Orris has made inroads into energy hospitality golf and education
At Orris we want to leave you with an everlasting experience Because you deserve the best Discover a fresh lease of quality life with Orris whether it is Real Estate Energy Hospitality Golf or Education We are passionate committed and driven
2 Main objects of the Company The main objects of the Company contained in its MOA are
bull To undertake and carry on the business of construction purchase sell and develop any type of property whether residential commercial industrial rural or urban whether belong to the company or any other person To develop erect and construct commercial properties buildings houses shopping centers and to carry out civil and construction work of every description and to improve repair renovate transfer charge assign let out hire sublet or sublease all type of lands plots buildings offices flats warehouses godown shops building banquet halls tenements and immovable properties whether freehold or lease hold of any nature and description
bull To carry on the business as owners builders developers promoters proprietors civil contractors of industrial commercial and residential properties colonies mills workshop buildings cinema houses and to deal in all kinds of immovable properties whether belonging to the company or not
bull To act as agent for purchasing selling and letting on hire land agricultural land and houses multi-stored commercial or residential building on commission basis To acquire land for the construction of multistoried buildings and to license the flats therein on suitable terms and conditions
bull To carry on the business of contractors dealers commission agents brokers consultants representatives and middlemen of properties To act as advisors andor consultants on all matters relating to the construction business town planning landscape architecture structural engineers and to prepare complete scheme drawings plans and estimates and to provide technical know-how in India or abroad
3 A brief history of the Company since inception
Incorporation details The Company was incorporated on July 26 2006 as a private limited company vide Certificate of Incorporation issued by Registrar of Companies of National Capital Territory of Delhi amp Haryana bearing Corporate Identity Number U70 109DL2006PTC 151295
Authorized 50000000 Equity shares of ~ 10- each 500000000shyIssued Subscribed amp Paid Up 29790000 Equity shares of ~ 10- each
flleT HMMUCiiWAJMWPiiliMNiI JI-
Date of Increase Incorporation
September 52007
December 1 2007
July 25 2012
Alteration The authorized share capital of the Company at the time of incorporation was ~ 500000- (Rupees five lakhs only) divided into 50000 (fifty thousand) equity shares of~ 10- (Rupees ten only) each
The authorized share capital of the Company was increased from ~ 500000 - (Rupees five lakhs only) to ~ 10000000- (Rupees one crore only) divided into 1000000 (Ten Lakh) equity shares of ~ 10- (Rupees ten only) each
The authorized share capital of the Company was increased from ~ 10000000- (Rupees one Crores only) to ~ 100000000 - (Rupees ten crore only) divided into 10000000 (one crore) equity shares of ~ 10- (Rupees ten only) each
The authorized share capital of the Company was increased from ~ 100000000- (Rupees Ten Crores Only) divided into 10000000 equity shares of ~ 10- (Rupees Ten Only) each to ~ 500000000shy(Rupees Fifty Crores Only) divided into 50000000 equity shares of~ 10- (Rupees Ten Only)
Date of Allotment
July 26 2006
October 222007
January 9 2008
March 21 2009
June 26 2012
August 82012
March 16 2013
No of Shares and Face Value
10000 Shares of ~ 10 each
500000 Shares of ~ 10 each
800000 Shares of ~ 10 each
2000000 Shares of~ 10 each
1655000 Shares of~ 10 each
19860000 Shares of ~ 10 each
4965000 Shares of~ 10 each
Amount per
share 10
10
10
10
10
10
10
Capital (~)
100000shy
5000000shy
8000000shy
20000000shy
16550000shy
198600000shy
ubullbull _bullbullbull ~-~_______~__________________
Sr Name of No the
Shareholder
Vijay Gupta1
Amit Gupta2
Sumit 3 Gupta
Kusum 4 Gupta
Mamta 5 Gupta
Pooja Gupta6
Ms Vijay 7 Gupta (HUF)
Ms Amit 8 Gupta (HUF)
Ms Sumit 9 Gupta (HUF)
Address
C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058
C-3260 Janakpuri New Delhi 110058
C-3260JanakpuriNew Delhi 110058
C-3260 Janakpuri New Delhi 110058
2681100
2681100
2085300
2383200
2383200
2383200
5064300
5064300
5064300 10
No of Amount Type shares per of
Share Shares
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
Equity
4 Debt-equity ratio prior to and after issue of Debentures
(Amounts in~)
Debt 2652702404 4652702404 Equity 368205693 368205693 Debt-Equity Ratio 720 1264
1 The figures are as per provisional accounts for the [mancial period ending September 272013 The figures are as per provisional accounts for the financial period ending 27th September 2013 3114--bull
includes debenture issued 200 secured redeemable Non-Convertible Debenture of 2000000qQ9t~~(9~
(Rupees Two Hundred Crores only) to be raised through present Issue of Debentures f - ~ ~_ (5 ~I
Page 1~ ~~~~j ~~~-j5-~
2
FINANCIAL HIGHLIGHTS OF THE COMPANY 3
Provided below are highlights from March 31 2013 and March 312012
-
PARTICULARS
Shareholders Funds Share Capital Reserves and Surplus Non-Current Liabilities Long-Term Borrowings Other Long Term Liabilities Long Term Provisions Current Liabilities Short-Term Borrowings Trade Payables Other Current Liabilities Short-Term Provisions TOTAL Non-Current Assets Fixed assets (i) Tangible assets (ii) Intangible assets (iii) Capital work-in-progress
Non-current investments Deferred Tax Assets (Net) Long term loans and advances Current assets Inventories Trade Receivables Cash and Cash Equivalents Short-Term Loans and Advances TOTAL
Profit amp Loss Statement Income From Operations Expenditure Profit Before Tax Provision For Tax NET PROFIT
the Companys balance sheet as on
AS AT AS AT
31032013 31032012 -
(In t) (In t)
297900000 33100000 213213781 387605693
833881405 1163249172 113701597 104516080
3716055 2624152
1043912351 511881321 318959605 500619871
7230525889 6415810732 2987458 middot12901961
10058798141 9132308982
41142649 84146355 1804455 1364419
10535400 shy8181894 8298894 5484172 6174926
211337362 637591171
3033819766 2432400222 - 14337455
325475165 554273019 6421017278 5393722521
10058798141 9132308982
FY 2013 FY 2012 3813273647 2063682309
3670103696 1960640137 143169951 103042172 51380355 54143420
90408088 54024176
3 The above given figures are duly audited by auditors of the company
OFFER DETAILS
1 Details of debt securities issued and sought to be listed The securities proposed to be issued pursuant to this Information Memorandum Disclosure Document will be listed on WDM of the BSE
2 Nature of Instrument Senior Secured Cumulative Redeemable Non-Convertible Debentures issued on a private placement basis
3 The Issue size The Company proposes to issue 200 Secured Cumulative Redeemable Non-Convertible Debentures having Face Value of ~ 10000000shy(Rupees One Crores only) each having aggregate face value of ~ 2000000000- (Rupees Two Hundred Crores only)
4 Face Value Each Debenture has a face value of ~ 10000000- (Rupees One Crores only) per Debenture
5 Redemption The outstanding amount of the Debentures shall be repaid in monthly installments payable as per the Payment Schedule
Unless redeemed earlier m accordance with this Information Memorandum Disclosure Document and the terms of the Security Documents the Debentures shall stand redeemed on payment of the final installment as per the Payment Schedule The redemption shall apply to each Debenture uniformly Any redemption of Debentures by the Company shall be proportionate redemption of all the Debentures collectively through reduction in face value of each Debenture
In the event of a default as defined in the Debenture Trust Deed the Debenture Trustee (on instructions from the Debenture holders) can exercise a put option on the Promoters to buy back the entire outstanding Debentures
6 Tenor Forty Eight (48) months from the Deemed Date of Allotment ending on the last Due Date unless redeemed earlier in accordance with the terms of the Debenture Trust Deed
7 Interest Rate The Debentures will carry an interest at the rate of 20 (Twenty percent) per annum payable monthly (subject to deduction of tax at source if applicable at the rate prevailing from time to time under the provisions of the Income Tax Act 1961 or any other statutory modifications or reshyenactment thereof for which a certificate will be issued by the Company-_ on the outstanding principal amount of Debentures and(other-~~
i ( y page~f )~
- -
-
Outstanding Amounts throughout the tenure of the Debentures till final redemption as per Payment Schedule
Interest payable on the Debentures shall accrue on a day to day basis and shall be computed on the basis of 365 (Three Hundred Sixty Five) days divided equally for each of the twelve calendar months
8 Payment Mechanism Payments towards interest and towards repayment of the outstanding amount of Debentures shall be made by way of drafts cheques credit through RTGS mechanism on the Due Dates to those Debenture holder(s) whose names appear on the list of beneficiaries provided by the Depositories to the Issuer Such payments shall be made from the Escrow Account in the manner specified in the Debenture Trust Deed The names would be as per the Depositories records on the relevant Record Date fixed for the purpose of such payments as provided in this
Information Memorandum Disclosure Document In case of those Debentures for which the beneficial owner is not identified by the Depository as on the Record Date the Issuer would keep in abeyance the payments till such time that the beneficial owner is identified by the Depository and conveyed to the Issuer whereupon the payments will be paid to the beneficiaries as identified
In case the Due Date falls on a day which is not a Business Day then the payment due shall be made on the succeeding Business Day
9 Security The principal amount of the Debentures together with any interest accrued thereon and other Outstanding Amounts Debenture Trustees remuneration and all costs charges expenses and all other monies due in respect of the Debentures and or under the Transaction Documents shall be secured by the Obligors by
a First and exclusive charge on all receivables from the Project through the Deed of Hypothecation together with the Escrow Agreement and such charge will be superior to any other claims on the Project receivables
b First and exclusive charge on all amounts lying to the credit of the Escrow Account under the Deed of Hypothecation
c First and exclusive charge by way of equitable mortgage on the Commercial Property (Mortgaged Property) through execution of a registered Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property in favour of the Debenture Trustee together with a declaration cum undertaking from CDPL declaring the creation of mortgage by deposit of title deeds of the Commercial Property in terms of the memorandum of entry
d Equitable mortgage and exclusive charge over FSI equivalent to 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of the Commercial Project together with all the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
e Exclusive charge over all the rights title interest benefits claims demands of any nature whatsoever of the Company under andor in respect of the CDPL Collaboration Agreements for development and construction of the Commercial Colony and the entire FSI in the Project along with proportionate undivided interest in the underlying land and without limitation the following
(i) the right to compel performance thereunder and to substitute or be substituted for the Company thereunder and to substitute and be substituted thereunder for the Company thereunder and
(ii) to commence and conduct either in the name of the Company or in its own name or otherwise any proceedings against any person in respect of any breach of the CDPL Collaboration Agreements and
(iii) all claims of the Company including in any proceedings against all or any such persons to any amounts owing to or received by the Company thereunder and
(iv) the rights and benefits of all Approvals to the extent capable of assignment together with the right to further assign any of the CDPL Collaboration Agreements and such Approvals to any Person
(v) Pledge of shares representing the entire issued and paid up share capital of CDPL under the Deed of Pledge
(vi) Personal Guarantee of Sh Vijay Gupta Sh Amit Gupta and Smt Kusum Gupta and
(vii) Cheques
CDPL has consented to creation of charge over the entire FSI to the extent of 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of t
The said security shall be created in favor of the Debenture Trustee on or by the Deemed Date of Allotment
Obligors will ensure that market value of the above mentioned security will be at all times equal to the face value of the outstand~icitZt~ Debentures tp ---YZoltgtl
lSI r~
i~ ~r)Page 22 oK~-_
~~-___i
10 Board Authority The private placement of Debentures under this Information Memorandum Disclosure Document is being made pursuant to the resolution of the Board of Directors of the Company at its meeting held on June 24 2013
11 Rating and rating rationale ICRA has assigned a ICRA B+ (pronounced as ICRA B plus) rating to debentures programme of the Company to the extent of ~
2000000000- (Rupees Two Hundred Crores only) vide letter ref no DRAT2013-140-362 on May 212013 and revalidated vide letter ref no DRAT2013-140-363 on August 222013 The long-term rating carries a stable outlook A copy of the rating letter and its rationale from ICRA is enclosed as Annexure 4_ to this Information Memorandum Disclosure Document
12 Details of utilisation of the Issue Proceeds Our Board of Directors certifies that the proceeds of the Issue of Debentures shall be utilized for the general corporate purposes of the Company
13 Minimum Number of Debentures for Subscription The application must be made for a minimum of one (1) Debenture and in multiple of one (1) Debenture thereafter There is no maximum limit on the application
14 Listing The Debentures are proposed to be listed on the WDM segment of the BSE the details of which are provided below
The Bombay Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400001 Phone 91 22 227212334 Fax 91 22 22721919
The COJpany shall make an application to the BSE to list the Debentures to be issued and allotted pursuant to this Information Memorandum Disclosure Document and shall take all necessary steps to complete all the formalities relating to listing of the Debentures within 15 (fifteen) days from the date of closure of the Issue Date If such permission is not granted by the BSE within 15 (fifteen) days from the date of closure of the Issue or where such permission is refused by the BSE before the expiry of the 15 (fifteen) days from the closure of the Issue the Company shall at the option of the Debenture holders repay with interest (at the applicable Interest Rate) all monies received by it If the Company fails to repay such monies within 5 (five) days after the Company becomes liable to repay it then the default interest (at the applicable Default Interest Rate) shall also apply to the amount payable
by the Company over and above the applicable interest iP~d (OS4( i~
Page 23~~ ~Sl-C ~-_-)to ~--i-~-~
In connection with listing of Debentures with BSE the Company hereby undertakes to comply with all requirements of the Act applicable SEBI rules and regulations including Securities and Exchange Board of India (Issue and listing of Debt Securities) Regulation 2008 and the listing agreement with BSE
15 Market Lot The minimum lot size for trading of the Debentures on the Stock Exchange is proposed to be one (1) Debenture
16 Underwriting of the Issue The present Issue of Debentures has not been underwritten
17 Tax Benefits The Debenture holder(s) are advised to consider in their own case the tax implications in respect of subscription to the Debentures after consulting their respective tax advisor
18 Governing Law The Debentures shall be construed to be governed in accordance with the laws of India Any dispute arising thereof will be subject to exclusive jurisdiction of the courts in Delhi Over and above the aforesaid terms and conditions the said Debentures shall be subject to the terms and conditions of the Security Documents
19 Debenture Redemption Reserve The Company hereby agrees and undertakes to create a debenture redemption reserve as per the provisions of the Security Documents the Act and the rules regulations notifications and circulars issued by the Ministry of Corporate Affairs and if during the currency of these presents any guidelines are formulated (or modified or revised) by the Central Government or any government agency or corporation having authority under Law in respect of creation of debenture redemption reserve applicable to the Debentures the Company shall duly abide by such guidelines and execute all such applicable supplemental letters agreements and deeds of modifications as may be statutorily required by the Debenture holders or the Debenture Trustee
20 Undertaking to use a Common Form of Transfer The issue of Debentures shall be made in dematerialized form only and no Debentures will be issued in physical form However the Company will use a common transfer form for physical holdings if at a later stage there is any holding in physical form due to the depository giving any Debenture holder the option to rematerialize the Debentures
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
The following contracts documents not being contracts entered into in the ordinary course of business carried on by the Company or entered into more than two years before the date of this Information Memorandum Disclosure Document which are or may be deemed material have been entered into by the Company These material contracts or documents may be inspected at the Registered Office of the Issuer from 1000 am to 100 pm on all working days from the date of this Information Memorandum Disclosure Document until the date of closure of this Issue
Material Contracts 1 Copy of the letter from Skyline Financial Services Private Limited to the
Company giving their consent to act as the Registrar and Transfer Agent to the Issue
2 Copy of letter from ILampFS Trust Company Limited to the Company giving their consent to act as the Debenture Trustee to the Issue
Material Documents L Memorandum and Articles of Association of the Company as amended
from time to time
2 Credit rating letter from ICRA Limited
3 Copy of Certificate oflncorporation of the Company dated July 262006
4 Certified true copy of the resolution dated June 24 2013 approving the issue of Debentures and creation of securities on the term and conditions stated in this Information Memorandum Disclosure Document
5 Copy of Tripartite Agreement dated 17-02-2011 between the Company the Registrar and Transfer Agent and the CDSL (Depository)and Copy of Tripartite Agreement dated 03-03-2011 between the Company the Registrar and Transfer Agent and the NSDL (Depository)
6 Copies of Audited Financials of the Company for the last three financial years
DISCLOSURE ON EXISTING FINANCIAL INDEBTNESS
1 Details of Secured Borrowings4
Ao The secured loans of the Company outstanding as on March 312013 is as follows
(Amount in f)
Details of Vehicle Loans Axis Bank October 27 1390055 EMI Start date- Hypothecated to Limited 2010 December 10 2010 Axis Bank (BMW) Closure date- Limited
November 10 2013 HDFC March 09 2472342 EMI Start Date Hypothecated to Bank 2012 April 052015 HDFC Bank Limited Closure Date - April Limited (BMW) 052015
None of the above loans is secured against any of the security (as detailed in Offer Details section above)
B The Secured Debentures of the Company outstanding as on March 312013 are as under
ILampFS Secured 17 Monthly 1 14th part of the first floor Trust Redeemable installment (without Roof Right) being 45 Company Non- pa s Start sq yards out of 180 sq yards of Limited Convertible date- the first floor constructed on
Debentures 2205201 free-hold land bearing plot No Series shy I of 1 RZ-D-5 First Floor Mahavir aggregate Closure Enclave New Delhi -110045 face value of dateshy admeasuring 180 sq yards out 2202201 ofkhasra number 8314 35000000 4 situated in the area of village 0- (Rupees Palam now known as Mahavir Thirty Five Enclave Block -D New Delhi-Crores) 110045 issued at a discount of 2 Mortgage assignment of all the 17513shy rights title and interest
4 The figures are as per the audited balance Sheet for the financial year ending March 31 2013
----- shy
(Rupees whatsoever of the Company in Seventeen to under andor in respect of Thousand the collaboration agreements Five dated 27102007 and Hundred 01072010 executed with CDPL and Thirteen for development and only) on the construction of the Commercial face value Complex and sale of FSI to the (being ~ extent of 625000 Sq Ft along 10000001- with proportionate interest in (Rupees Ten the underlying land inl of the Lakhs only)) Commercial Complex of each debenture 3 Out of the total sanctioned FSI
of 702871 Sq Ft of Commercial Complex mortgage and charge over FSI equivalent to 625000 Sq Ft including prorata share over all that piece and parcel of free hold land admeasuring 95 acres (approx located at Sector 82A Gurgaon Haryana India over which the Commercial Complex is proposed to constructedI developed together with proportionate buildings and structures thereon AND the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
4 Pledge of entire issued equity share capital of CDPL
5 Post-dated cheques
6 Personal Guarantee of the Promoter viz Mr Vijay Gupta
ILampFS Secured 17 Monthly 1 114th part of the first floor Trust Redeemable installment (without Roof Right) being 45 Company Non- pa s Start sq yards out of 180 sq yards 0 f Ltd Convertible date- the first floor constructed on
Debentures 1506201 free-hold land bearing plot No Series - II of 1 RZ-D-5 First Floo~ M~ct[~ aggregate Closure Enclave New DelhI -11
-_ ()-4~-----
ltshy -
---- ----- ---------------shyface value of date- admeasuring 180 sq yards out ~ 1505201 of khasra number 83 14 42500000 4 situated in the area of village 0- (Rupees Palam now known as Mahavir Forty Two Enclave Block -D New Delhi-Crares) Fifty 110045 Lakhs
2 Mortgage assignment of all theissued at a rights title and interestdiscount of ~ whatsoever of the Company in58065shyto under andor in respect of(Rupees Fifty the collaboration agreementsEight dated 27102007 andThousand 01072010 executed with CDPLSixty Five for development andOnly) on the construction of the Commercialface value Complex and sale of FSI to the(being ~ extent of 625000 Sq Ft along1000000 shywith proportionate interest in(Rupees Ten the underlying land in of theLakhs only)) Commercial Complexof each
debenture 3 Out of the total sanctioned FSI of702871 Sq Ft of Commercial Complex mortgage and charge over FSI equivalent to 625000 Sq Ft including prorata share over all that piece and parcel of free hold land admeasuring 95 acres (approx) located at Sector 82A Gurgaon Haryana India over which the Commercial Complex is proposed to constructed developed together with proportionate buildings and structures thereon AND the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
4 Pledge of entire issued equity share capital of CDPL
5 Post-dated cheques
---6 Personal Guarantee of the Promoter viz Mr Vijay(qtipta
1
IDEI Trusteeshi p services Limited
Secured Redeemable Optional Convertible Debentures of aggregate face value of
80000000 0- (Rupees Eighty Crore Only) on the face value (being 5000000shy(Rupees Fifty Lakhs only)) of each debenture
Qu art erly Co u po n Rat e of 55
The company shall be obliged to redeem the OCDs in four equal installment s starting from march 31 2014 over a period of 6 (six) financial quarters (the first such financial quarter ending on March 31 2014) such that the OCDs are completely redeemed on June 302015
(i) First sole amp exclusive charge by way of(a) equitable mortgage on the Mortgaged Security Property I and (b) equitable mortgage on the Mortgaged Security Property II
Mortgaged Security Property-I shall mean 23268 acres out of the larger property being the aggregate of 19218 acres (forming part of 25018 acres of land for which License is in place) and the 405 acres for which letter of intent is in place along with the proportionate floor space index and all present and future buildings and structures constructed thereon and all the rights title and interest of the Company and the concerned group housing project landowners over such property excluding 404 (four hundred and four) number of units constructedto be constructed over the aforesaid 19218 acres as more particularly detailed III the transaction documents
Mortgaged Security Property-II shall mean 696 acres out of the security property-II 1004 acres of acquired land in Sector 85 Gurgaon Haryana along with the proportionate floor space index and all present and future buildings and structures constructed thereon and all the rights title and interest of the Company and the concerned group housing project landowners over such property
(ii) first sole and exclusive charge on present and future basis by way of hypothecation on the relevant group housing _poject
-------------------------~----------~-----------------------------receivables from time to time and monies lying and credited into the escrow accounts at any point in time including any fIxed deposits created in accordance with the escrow account agreement out of such monies from time to time together with all and any interest accruing in respect thereof and
(iii) The issuance of personal guarantees by the Promoters in favour of IDBI guaranteeing the fulfIllment of the secured obligations
The NCD Series - I were fully redeemed on July 272013
2 Details of Unsecured Borrowings5
The unsecured loans of the Company outstanding as on March 31 2013 follows
(in ~)
Loan from Body Corporate Flair Exports Pvt Ltd Seh Realtors Pvt Ltd Citland Commercial and Credits Ltd Delhi Brass and Metal Works Pvt Ltd Span India Pvt Ltd Loan Directors Shareholders and their Relatives Amit Gupta-Loan Taken Vijay Gupta (Loan Taken) Amit Gupta (HUF) Green Bay Infrastructure Pvt Ltd Kusum Gupta Mamta Gupta Pooja Gupta Vijay Gupta(HUF)
5000000000 10000000000 16670000000 6670000000
11670000000
2850848000 7929999985
20000000 32146887100
2466000000 5625400000 3250000000
92100000
5 The figures are as per audited financial for the financial year ending March 31 2013
Page 300[60
3 Details of Bank Guarantee6
Bank Guarantee by the Company in respect of Orris Business Square - 95 Acres
ICICI Bank 1 Limited June 182010
Issued by ICICI Bank June 182010 and Valid till October 28 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 2 Bank Ltd Jan 03 2013
ICICI Bank 3 Limited February 232011
Director Town and Country Planning Chandigarh
Director Town and Country Planning Chandigarh Haryana State Pollution Control Board
62946450 October 282012
5938000 October 272014
3750000 February 222016
Bank Guarantee by the Company in respect of Carnation Residency Aster Court Aster Court premier amp Villas 33 -25018 Acres
Issued by ICICI Bank on September 232008 amendment dated September 102010 and valid till September 22 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 4 Bank Ltd September 222012
Issued by ICICI Bank on September 23 2008 amendment dated September 102010 and valid till September 22 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 5 Bank Ltd September 222012
Director Town and Country Planing Chandigarh 111524000
September 222014
Director Town and Country Planing Chandigarh
6 The figures are as per audited accounts for the financial year ending March 31 2013
Page 31 0[60
--
----- --- - shyIssued by ICICI Bank on December 16 2010 and expiry date is Dec 15 2015 but we close it Haryana with ICICI Bank and a State fresh guarantee was Pollution
ING Vysya issued by ING Vysya Control January 6 Bank Ltd bank on 23012013 Board 5000000 142016 Bank Guarantee by the Company in respect of Spring Homes middot10043 Acres
Director Town and Country
ING Vysya Planing September 7 Bank Ltd September 32012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 8 Bank Ltd September 3 2012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 9 Bank Ltd September 32012 Chandigarh 13112500 22016
Director Town and Country
ING Vysya Planing September 10 Bank Ltd September 32012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 11 Bank Ltd September 3 2012 Chandigarh 14752500 22016 Bank Guarantee by the Company in respect of Carnation Residency Aster Court Aster Court premier amp Villas 33 -405 Acres
Director Town and Country
ICICI Bank Planing August 71 12 Limited August 8 2011 Chandigarh 21632230 2015
Director Town and Country
ICICI Bank Planing August 7 13 Limited August 8 2011 Chandigarh
---shy5062~~t ~~015
6ltC [-I_i ~~-
I cel i Ieshy -
Note ~
10 Bank Guarantee of 35 Crore is issued by ING Vysya Bank 2 ING Vysya Bank has given counter guarantee against BG of 21632230
amp 5062500 issued for Aster Court Carnation Residency Aster Court Premier amp Villas 33 ING has given counter guarantee for 62946450 amp 3750000 issued for OB8
3 In OB8 all payment of EDC has been made so BG of 62946450 will be released which is already expired
4 Bank guarantee issued by ING Vysya bank is on 10 cash margin on fIxed deposit
5 Security offered against 35 Cr Bank guarantees issued by ING Vysya Bank is following
Orris HQ(J-I0S DLF Phase-II(Gurgaon)-Given as collateral security Janakpuri (C-3260 New Delhi)-Given as collateral security
4 Particulars of debt securities issued (i) for consideration other than cash whether in whole or in part (ii) at premium or discount or (iii) in pursuance of an option
The Company confIrms that save and except the following given below company has not issued any debt securities (i) for consideration other than cash whether in whole or in part (ii) at premium or discount or (iii) in pursuance of an option
bull NCD-I at discount
bull NCD-II at discount bull OCD in pursuance of an option
5 Servicing behavior on existing debt securities payment of due interest on due dates on term loans and debt securities
The Company hereby confIrms that
1 it has been servicing all its principal and interest on time and there has been no subsisting delay or default since its incorporation
Ii there is no subsisting default in repayment redemption of any of its borrowings nor has the Company affected any kind of roll over against any of its borrowings in the past
6 That the permissionconsent from the prior creditor for a second or pari passu charge being created in favor of the trustee to the proposed issue has been obtained
The existing mortgage over the Co~mercial Property s~all be ~leared~tT~l the Company and a no dues certifIcate shall be obtamed pnor ~~tMe -~0--o Deemed Date of Allotment Accordingly the Company hereby cott(rms 1
If) J -~ ~ 1( D gt~
Page 33 6 ~
that it does not require any consent permission to create security in relation to the Debentures as stipulated in this Information Memorandum Disclosure Document and the Security Documents
7 Any material eventdevelopment or change at time of issue or subsequent to the issue which may affect the issue or the Investors decision to invest continue to invest in the debt securities
Directors of the Company represent that there have been no material developments at the time of issue or subsequent to the issue which would materially and adversely affect or are likely to affect the business of the Company or the value of its assets or its ability to pay its liabilities
OTHER INFORMATION AND ISSUE PROCEDURE
The Debentures being offered as part of the Issue are subject to the provisions of the Act the Memorandum and Articles of Association of the Issuer the terms of this Information Memorandum Disclosure Document Application Form and other terms and conditions as may be incorporated in the Debenture Trust Deed and other Security Documents
Issue of Debentures in Dematerialised Form The Debentures will be issued in dematerialized form The necessary arrangements are being made with the Depositories for the issue of the Debentures in dematerialised form Investors will have to hold the Debentures in dematerialised form as per the provisions of Depositories Act 1996 The Company shall take necessary steps to credit the Debentures allotted to the depository account of the Investor
Trustee for the Debenture holder(s) The Issuer has appointed ILampFS Trust Company Limited to act as trustee for the Debenture holder(s) The Issuer and the Debenture Trustee intend to enter into the Debenture Trust Deed inter alia specifying the powers authorities and obligations of the Debenture Trustee and the Issuer The Debenture Trustee shall act based on the provisions of the Debenture Trust Deed The Debenture Trustee will at all times protect the interest of the Debenture holder(s) in accordance with the Debenture Trust Deed
Resignation and Removal of Debenture Trustee The Debenture Trustee and the Company declares that they shall not revoke the Trust hereby declared till the Debentures are redeemed in full The Debenture Trustee may at any time without assigning any reason and without being responsible for any loss or costs occasioned thereby resign as the Debenture Trustee provided that they shall continue to act as Debenture Trustee until a successor trustee is appointed by the Company The Debenture Trustee may also be removed by majority Debenture holders without assigning any reason as per Debenture Trust Deed
Sharing of Information The Issuer may with the written consent of the Debenture holder(s) exchange share or part with any financial or other information about the Debenture holder(s) available with the Issuer with its subsidiaries and affiliates and other banks financial institutions credit bureaus agencies statutory bodies as may be required
Debenture holder not a Shareholder Subject to the Debenture Trust Deed the Debenture holder(s) shall not be entitled to any right and privileges of shareholders other than those available
to them under the Act The Debentures shall not confer upon the Debentt5~r)(~IifI~
holders the right to receive notice(s) or to attend and to vote at any ge111- ~~ meeting(s) of the shareholders of the Issuer (5[ )~
r-)e i3 gt ~
Page 35 of 60--gt
Modification of Debentures or Information Memorandum Disclosure Document The Issuer may make modifications in the Information Memorandum Disclosure Document only upon receiving consent from the Debenture Trustee who in turn shall seek approval from majority Debenture holder(s)
Notices Any notice may be served by the Issuer upon the Debenture holders through post email fax or personal delivery addressed to such Debenture holder at his her registered address and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof All notice(s) to be given by the Debenture holder(s) shall be sent by post or email or fax or by hand delivery to the Issuer or to such persons at such address as may be notified by the Issuer from time to time through suitable communication and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof or at the expiry of the 3 rd day from the date such notice is dispatched whichever is earlier All correspondence regarding the Debentures should be marked Private Placement of Debentures
All notices from the Issuer shall be sent to the Debenture Trustee with copies to the Debenture Holders All notices to be sent by the Debenture Trustee to the Issuer andor the Promoters shall first be sent to the Debenture Holders for Debenture Holder Approval in terms of the Debenture Trust Deed The Debenture Trustee shall ensure and procure that any notice received by the Debenture Trustee from the Issuer andor the Promoters is shared by the Debenture Trustee with all the Debenture Holders of the Issuer within a period of 2 (two) Business Days from the date of receipt of such notice and in every event before the Debenture Trustee responds to such notice
Issue Procedure Only Eligible Investors as given hereunder may apply for the Debentures by completing the application form in the prescribed format as attached in Annexure 7 (Application Form) in BLOCK LETTERS in English as per the instructions contained therein The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the Application Form No application can be made for a fraction of a Debenture Application Forms should be duly completed in all respects and applications not completed in the said manner are liable to be rejected
The name of the applicants bank type of account and account number must be duly completed by the applicant This is required for the applicants own safety and these details will be printed on the refund orders and interest redemption payments c~~ F~~~gt
~ll ~~
~( ~ )~~Jy 11 ~
~ ~
Page 36 of60-~-~ ~
The Application Form must be accompanied by either demand draft(s) or cheque(s) drawn or made payable in favour of the Issuer or otherwise as may be set out in the Application Form and crossed Account Payee Only Cheque(s) or demand draft(s) may be drawn on any bank including a coshyoperative bank which is a member or a sub-member of the New Delhi Bankers Clearing House located If permitted the applicant may transfer payments required to be made in relation to any by electronic transfer of fundsRTGS to the bank account of the Issuer as per details mentioned in the Application Form
Application Procedure Eligible Investors will be invited to subscribe by way of the Application Form prescribed in the Information Memorandum Disclosure Document during the period between the Issue opening date and the Issue closing date (both dates inclusive)
Fictitious Application As a matter of abundant caution and although not applicable in the case of debentures attention of applicants is specially drawn to the provisions of sub-section (I) of Section 68A of the Act
Any person who (a) makes ina fictitious name an application to a company for acquiring or subscribing for any shares therein or (b) otherwise induces a company to allot or register any transfer of shares therein to him or any other person in a fictitious name shall be punishable with imprisonment for a term which may extend to five years
Basis ofAllotment The Investors will be required to remit the funds as well as submit the duly completed Application Form along with other necessary documents to Issuer by the Deemed Date of Allotment Deemed Date of Allotment for the Issue is 23-10-2013 by which date Investors would be intimated of allotment
Record Date The date falling seven days prior to the Due Date or if it happens to be a holiday then the immediately succeeding Business Day shall be the Record Date
Eligible Investors Only those Investors who have been addressed through a communication directly are eligible to apply No other Investor can apply All Investors are required to comply with the relevant regulationsguidelines applicable to them for investing in this issue of Debentures
Note Participation by potential Investors in the issue may be subject to statutory andor 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 ~egulatory requirements applicable t them inclu~i~~lctUi~ exchange controls and other requIrements Applicants ought to seek Independent l~~ -~lti and regulatory advice in relation to the laws applicable to them rtf ~t
Page 37 o~-) ~~
Application under Power of Attorney Original power of attorney or the relevant authority together with its certified true copy as the case may be along with the names and specimen signatures of all the authorized signatories and the tax exemption certificate document if any must be lodged at time of submission of the completed Application Form Further modifications additions in the power of attorney or authority should be notified to the Company at its registered office
Procedure for applying for Dematerialised Facility
I The applicant must have at least one beneficiary account with any of the Depository Participants of NSDLCDSL prior to making the application
2 The applicant must necessarily fill in the details (including the beneficiary account number and Depository Participants ID) appearing in the Application Form under the heading Details for Issue of Debentures in ElectronicDematerialised Form
3 Debentures allotted to an applicant will be credited directly to the applicants respective beneficiary account(s) with the Depository Participants
4 For subscribing to the Debentures names in the Application Form should be identical to those appearing in the account 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 in the Depository
5 Non-transferable allotment advicerefund orders will be directly sent to the applicant by the Registrar and Transfer Agent to the Issue
6 If incompleteincorrect details are given under the heading Details for Issue of Debentures in ElectronicDematerialised 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
7 For allotment of Debentures the address nomination details and other details of the applicant as registered with hisher DP shall be used for all correspondence with the applicant The applicant is therefore responsible for the correctness of hisher demographic details given in the Application Form vis-a-vis those with hisher Depository Participant In case the information is incorrect or insufficient the Issuer would not be liable for the losses if any
8 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 t- ~gti)L~-~(i ~page380~ ~
~nmiddotmiddotmiddotmiddot-middotmiddotmiddotmiddot ~lt---plusmn
Documents to be provided by Eligible Investors
Investors need to submit the following documentation as applicable
Memorandum and Articles of Association or other constitutional documents
Resolution power of attorney authorising investment
Specimen signatures of the authorised signatories duly certified by an appropriate authority
bull SEBI registration certificate (if applicable)
Copy ofPAN Card to be submitted
bull Application fonn (including RTGS details)
Mode of Payment All payments must be made through cheque(s)draft(s)transfersRTGS as set out in the Application Form
Depository Arrangements The Company has appointed Skyline Financial Services Private Limited as the Registrar and Transfer Agent for the present Issue and the Company shall make necessary depository arrangements with CDSL and NSDL for issue and holding of Debentures in dematerialised form
List of Beneficiaries The Issuer shall request the Depositories to provide a list of beneficiaries as at the end of the relevant Record Date This shall be the list which will be used for payments of interest or repayment of redemption monies or any other amounts payable on the Debentures as the case may be
Effect of Holidays Should any of the dates defined above or elsewhere in this Information Memorandum Disclosure Document (except the Deemed Date of Allotment) fallon a day other than a Business Day the immediately succeeding Business Day shall be considered as the effective date(s) In case Record Date book closure date falls on a day other than a Business Day the Business Day the succeeding day shall be the record date book closure date
Tax Deduction at Source Tax as applicable under the Income Tax Act 1961 or any other statutory modification or re-enactment thereof will be deducted at source on the interest payable on the Debentures Tax exemption certificatedocumentform under section 193 of the Income Tax Act 1961 if any must be lodged at th~ Registered Office of th~ Issuer at least fiftee~~~middot(iJ2~~ (15) days before the relevant mterest payment becommg due (~ 1
i t IJ W7i$0 ~---Page 39 of 6O____~ti-----
Letters of Allotment The Issuer shall issue a Letter of Allotment to each Debenture holder on the Deemed Date of Allotment The Debentures will be subsequently credited in dematerialised form within 2 (two) Business Days from the Deemed Date of Allotment
Deemed Date of Allotment All the benefits under the Debentures will accrue to the Debenture holders from the date of receipt of the application monies The actual allotment may take place on a date other than the Deemed Date of Allotment
Refunds For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within seven days from the Deemed Date of Allotment of the Debentures 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
Joint Holders Where two or more persons are holders of any Debenture(s) they shall deem to hold the same as joint tenants with benefits of survivorship
Mode of Transfer Debentures shall be transferred subject to and in accordance with the rules procedure as prescribed by the NSDL CDSL Depository participant of the transferor transferee and any other applicable laws and the rules notified in respect thereof 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 Transferor shall give delivery instructions containing details of the transferees DP account in his depository participant
Succession In the event of demise of Debenture holder the Company will recognize the executor or administrator of the deceased Debenture holder or the holder of succession certificate or other legal representative as having title to the Debentures The Company shall not be bound to recognize such executor administrator or holder of the succession certificate or other legal representatives as having title to the Debentures unless such executor or administrator obtains probate or letter of administration or such holder is the holder of succession certificate or other legal representation as the case may be from a competent Court in India having jurisdiction over the matter The Company may in their absolute discretion where it thinks fit dispense with production of probate or letter of administration or succession ~--~gt
l
certificate or other legal representation in order to recognize such holder ~1 ~)t)
Page 40 of6~ Vv pound ~o-middot~-
bull ~f V
being entitled to the Debentures standing in the name of deceased Debenture holder on production of sufficient documentary proof or indemnity
Nomination In the event of however a deceased Debenture holder(s) having nominated any person entitled to be registered as the Debenture holder in the event of his death such nominee shall be registered as the Debenture holder in place of the deceased Debenture holder
Page 41 of 60 shy
OTHER REGULATORY AND STATUTORY DISCLOSURES
Stock Exchange Disclaimer Clause It is to be distinctly understood that filing of this Information Memorandum Disclosure Document with the Stock Exchange should not is any way be deemed or construed that the same has been cleared or approved by the Stock exchange The Stock Exchange does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue has been made or for the correctness of the statements made or opinions expressed in this Information MemorandumDisclosure Document
Listing Disclaimer The Debentures are proposed to be listed on the Wholesale Debt Market segment of the BSE The Company shall comply with the requirements of the listing agreement to the extent applicable to it on a continuous basis and shall complete all formalities relating to listing of the Debentures
Companys Disclaimer Clause The Company certifies that the disclosures made in this Information MemorandumDisclosure Document are generally adequate and III
conformity with SEBI Regulations Further the Company accepts no responsibility for statements made otherwise than in the Information MemorandumDisclosure Document or Security Documents or any other material issued by or at the instance of the Company and anyone placing reliance on any source of information other than this Information Memorandum Disclosure Document and the Security Documents would be doing at their own risk and the Company will not be liable for such reliance
Issue of Debentures in Dematerialised Form The Debentures will be issued only in dematerialized form The Issuer has made arrangements with the Depositories for the issue of the Debentures in dematerialized form Investors will have to hold the Debentures in dematerialized form as per the provisions of Depositories Act 1996
Consents ILampFS Trust Company Limited has given its written consent for its appointment as debenture trustee to the Issue under Regulations 4(4) of the SEBI Regulations and inclusion of its name in the form and context in which it appears in this Information Memorandum Disclosure Document __
4ti)~ ~ A )ro)
C
Page 42 of60
ANNEXURE 1 SUMMARY TERM SHEET
--------------------------------------------------------------------------- shyIssuer Orris Infrastructure Private Limited
Instrument Secured Cumulative Redeemable Non-Convertible Debentures
Total number of 200 NCDs Face Value ~ 10000000- (Rupees One Crore only) per Debenture
Issue Size ~ 2000000000- (Rupees Two Hundred Crores only)
Issue Price At its face value ie ~ 10000000- (Rupees One Crore only) per Debenture
Mode of Private Placement Placement Object of the The proceeds from the issue shall be utilized for the general Issue corporate purposes of the Company
Form of listed Dematerialised issuance Deemed Date of 23-10-2013 or any other date as decided by the Issuer Allotment
Tenor 48 (forty eight) months from the Deemed Date of Allotment
Redemption After expiry of the Moratorium Period the Issuer shall redeem the Debentures in equal monthly installments over a period of 33 (thirty three) months on each Due Date subject to premature redemption as permitted under the Debenture Trust Deed
Moratorium Period of 15 (Fifteen) months from the Deemed Date of Allotment Period Interest Rate Interest will be payable at the interest rate of 20 (Twenty percent)
per annum payable monthly on the Outstanding Amounts as per the Payment Schedule (refer Annexure 2 to this Information Memorandum Disclosure Document)
The first installment for interest payment shall also include an additional amount equivalent to 125 (one point two five percent) of the issue size (excluding any applicable taxes) to the Debenture holders in proportion to the Debentures held by them
Market Lot One (1) Debenture
Minimum Application
Early Repayment
Escrow Mechanism
------shy
Subject to the conditions specified in the Debenture Trust Deed (Premature Redemption) the Issuer shall have a onetime option to prematurely redeem in a single tranche and not exceeding 25 (twenty five) of the outstanding Debenture Principal Amount at any time after expiry of the 24 (twenty four) months from the Deemed Date of Allotment till the expiry of 30 (Thirty) months of the Deemed Date of Allotment (Premature Redemption Period) The Premature Redemption shall be exercised in a single tranche and shall be subject to fulfillment of each of the following conditions that the Company prematurely redeems Debentures equivalent to an amount in the multiples of ~ 50000000- (Rupees Five Crores Only) with the minimum amount being ~ 150000000- (Rupees Fifteen Crores Only) for redemption in excess of the amounts permitted for Premature Redemption as specified above the Issuer shall pay a premature redemption premium of 2 (two percent) on the amount being redeemed and paid by the Issuer plus applicable service tax or other statutory levy if any subject to deduction of income tax at the rate prescribed under the Income Tax Act 1961 (Premature Redemption Premium) subject to the Escrow Mechanism below the Issuer shall have the option to prematurely redeem the Debentures after the expiry of the Premature Redemption Period without paying any Premature Redemption Premium provided such amounts are in accordance with sub-clause (a) above and any redemption of Debentures by the Issuer in accordance with this Deed shall be proportionate redemption of all the Debentures together through reduction in face value of each Debenture Further the redemption of the Debentures may be carried out in accordance with the Escrow Mechanism mentioned below
All receivables from the Project will be deposited by the Company in an Escrow Account All monies deposited in the Escrow Account shall be utilized in following order Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal with respect to the Debentures Only upon satisfaction of the requirement of (1) and (2) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account towards withdrawal of upto ~ 900000000 (Rupees Ninety Crores only) by the Company After withdrawal of ~ 900000000 (Rupees Ninety Crores only) by the Company
Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal witl]_x~secttyct to
-_8f~~the Debentures (f~X-~~~
~ ) Page 44 amp1 ~____~i
--------------------------------------- -- -------------
Debt Service Reserve Account (DSRA)
Put Option
Issue open on
Issue closed on
Basis for Interest calculation
Listing
Depository
Credit Rating
Security
Only upon satisfaction of the requirement of (a) and (b) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account 60 (Sixty percent) of any further monies in the Escrow Account shall be used to accelerate the redemption of the Debentures and the remaining 40 shall be withdrawn by the Company
Shall mean an amount being not less than ~ 60000000 (Rupees Six Crores only) to be maintained by the Company in the Escrow Account at all times
In the event of a default as defined iIi the Debenture Trust Deed the Debenture Trustee (on instructions from the Debenture holders) can exercise a put option on the Promoters to buy back the entire outstanding Debentures
04-10-2013 or any other date as decided by the Issuer
23-10-2013 or any other date as decided by the Issuer
Interest payable on the Debentures shall accrue on a day to day basis and shall be computed on the basis of 365 (Three Hundred Sixty Five) days divided equally for each of the twelve calendar months
At the WDM segment of the BSE
NSDL and CDSL
ICRA B+ by ICRA Limited
The Debentures together with any interest accrued thereon and outstanding amounts Debenture Trustees remuneration and all costs charges expenses and all other monies due in respect of the Debentures shall be secured by
First and exclusive charge on all Project Receivables through the Deed of Hypothecation together with the Escrow Agreement and such charge will be superior to any other claims on the Project Receivables First and exclusive charge on all amounts lying to the credit of the Escrow Account under the Deed of Hypothecation First and exclusive charge by way of equitable mortgage on the Commercial Property (Mortgaged Property) through execution of a registered Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property in favour of the Debenture Trustee together with a declaration cum undertaking from CDPL declaring the creation of mortgage by deposit of titly-~Si~6d~~ the
I-SI ~~
Page 4~60
----------------------------------------------------------------------------------Commercial Property in terms of the memorandum of entry Equitable mortgage and exclusive charge over FSI equivalent to 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of the Commercial Project together with all the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
Exclusive charge over all the rights title interest benefits claims demands of any nature whatsoever of the Company under andor in respect of the CDPL Collaboration Agreements for development and construction of the Commercial Colony and the entire FSI in the Commercial Project along with proportionate undivided interest in the underlying land and without limitation the following the right to compel performance thereunder and to substitute or be substituted for the Company thereunder and to substitute and be substituted thereunder for the Company thereunder and to commence and conduct either in the name of the Company or in its own name or otherwise any proceedings against any person in respect of any breach of the CDPL Collaboration Agreements and all claims of the Company including in any proceedings against all or any such persons to any amounts owing to or received by the Company thereunder and the rights and benefits of all Approvals to the extent capable of assignment together with the right to further assign any of the CDPL Collaboration Agreements and such Approvals to any Person Pledge of shares representing the entire issued and paid up share capital of CDPL under the Deed of Pledge Personal Guarantee of Sh Vijay Gupta Sh Amit Gupta and Smt Kusum Gupta and Cheques
Security Creation The Security shall be created in the favour of the Debenture Trustee on or before the Deemed Date of Allotment
Representation The representations and warranties of the Company will be set out and Warranties in the Debenture Trust Deed
Event ofDefault All events of default as set out in the Debenture Trust Deed
Upon occurrence of such event of default Debenture Trustee shall (on instruction from the Debenture holders) issue a written notice of default to the Company and grant to the Company a cure period in accordance with the terms of Security Documents
The consequences of an event of default shall be governed_lgtY the provisions in the Security Documents and shall inclu9~~ayfu~i1t of
default interest and enforcement of the Security in the manner specified In the Security Documents including appointment of nominee director(s)
Default Interest An additional interest of 4 pa (four percent per annum) over and Rate above the Interest Rate (as defined hereinafter) (viz the default
interest rate shall be 24 (twenty four percent) payable in relation to the Debentures and the Outstanding Amounts payable In accordance with Security Documents
Registrar and Skyline Financial Services Private Limited Transfer Agent
Compliance All provisions clauses regulations specified by GOISEBIRoCBSE with respect to issue and listing of Redeemable and Secured Non-Convertible Debentures shall be complied with by the Company
Assignment Each Investor may transfer or dispose a part or the whole of its Transferability Debentures without the Companys consent
Governing Law The governing law will be the laws of India and the parties submit to and Jurisdiction the exclusive jurisdiction of the courts in Delhi
~-~---~-~
u c tL ~If) -~~-J bull (
Page 47 of60
ANNEXURE 2 PAYMENT SCHEDULE
Due date
Month 0
Last Day ofMonth 1
Last Day ofMonth 2
Last Day ofMonth 3
Last Day ofMonth 4
Last Day ofMonth 5
Last Day ofMonth 6
Last Day of Month 7
Last Day ofMonth 8
Last Day of Month 9
Last Day of Month 10
Last Day of Month 11
Last Day of Month 12
Last Day of Month 13
Last Day of Month 14
Last Day ofMonth 15
Last Day of Month 16
Last Day of Month 17
Last Day of Month 18
Last Day ofMonth 19
Last Day ofMonth 20
Last Day of Month 21
Last Day of Month 22
Last Day ofMonth 23
Last Day of Month 24
Last Day ofMonth 25
Last Day of Month 26
Last Day ofMonth 27
Outstandino D b t b
e en nre1 su )scrIptlOn amount
I dat mont I en
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
1939393939
1878787879
1818181818
1757575758
1696969697
1636363636
1575757576
1515151515
1454545455
1393939394
1333333333
1272727273
I nterest
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
32323232
31313131
30303030
29292929
28282828
27272727
26262626
25252525
24242424
23232323
22222222
Debenture Payment to I t D b tSll )SCrIP Ion e en nre
t H Idamoun 0 ers
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
60606061 93939394
60606061 92929293
60606061 91919192
60606061 90909091
60606061 89898990
60606061 88888889
60606061 87878788
60606061 86868687
60606061 85858586
60606061 84848485
60606061 83838384
60606061 8~~3 j()gt t~( S( )Page48~60
-
Due date su
Last Day of Month 28
Last Day of Month 29
Last Day of Month 30
Last Day of Month 31
Last Day ofMonth 32
Last Day of Month 33
Last Day of Month 34
Last Day of Month 35
Last Day of Month 36
Last Day of Month 37
Last Day of Month 38
Last Day of Month 39
Last Day of Month 40
Last Day of Month 41
Last Day of Month 42
Last Day of Month 43
Last Day of Month 44
Last Day ofMonth 45
Last Day of Month 46
Last Day of Month 47
Last Day of Tenor
Outstandino D b t b
b ~ t~n ure t SCrIp Ion amoun
t th da mon en
1212121212
1151515152
1090909091
1030303030
969696970
909090909
848484848
787878788
727272727
666666667
606060606
545454545
484848485
424242424
363636364
303030303
242424242
181818182
121212121
60606061
Debentme Payment to Interest subscription
t amoun Debenture
H ld0 ers
21212121 60606061 81818182
20202020 60606061 80808081
19191919 60606061 79797980
18181818 60606061 78787879
17171717 60606061 77777778
16161616 60606061 76767677
15151515 60606061 75757576
14141414 60606061 74747475
13131313 60606061 73737374
12121212 60606061 72727273
11111111 60606061 71717172
10101010 60606061 70707071
9090909 60606061 69696970
8080808 60606061 68686869
7070707 60606061 67676768
6060606 60606061 66666667
5050505 60606061 65656566
4040404 60606061 64646465
3030303 60606061 63636364
2020202 60606061 62626263
1010101 60606061 61616162
The interest payment on the first Due Date shall vary depending on the date onwh~h the
application monies for Debentures arc received til 1~~1
1bull kAij~ lt laquo~~gt ~
-
--
Page 49 of60
ANNEXURE 3
UNDERTAKING BY THE COMPANY
The Company undertakes that bull In the event the Debentures are issued in physical form the Company
shall use a common form of transfer
bull It will provide on a half yearly basis a compliance certificate duly certified by the Debenture Trustee to the Debenture holders in respect of compliance with the terms and conditions of Issue as contained in this Information Memorandum Disclosure Document and
bull Every credit rating obtained shall be periodically reviewed by the Credit Rating Agency and any revision in the rating shall be promptly disclosed by the Company to the Stock Exchange Any change in rating shall be promptly disseminated to Debenture holders and prospective Investors in such manner as the BSE may determine from time to time All information and reports on the Debentures including compliance reports filed by the Company and the Debenture Trustee shall be disseminated to the Debenture holders and the general public by placing them on the website of the Company and shall through the Debenture Trust Deed request the Debenture Trustee to place the same on its website
bull The above Information Memorandum Disclosure Document IS
compliant with all disclosures required to be made for listing of senior non-convertible debentures on a private placement basis on a recognized stock exchange as specified in Schedule I under Regulation 21 of the Securities and Exchange Board of India (Issuing and Listing of Debt Securities) Regulations 2008
laquo~~(~I0~~ For o~InCr ~cture Private Limited
~~WIVijay~
(Chairman)
Page 50 of60
ANNEXURE 4
CREDIT RATING LETTER FROM ICRA LIMITED
Ie R A Limited
Ref DRAT2013-140-362
Mr Sanjay Aggarwal VP - Accounts amp raxation Orris Infrastructure Private Limited J-105 DLF Phase -II MG Road Gurgaon - 122002 Haryana
May 21 2013
Dear Sir
Rc ICRA-assigned Credit Rating for Rs 200 crore NCD Programmc of Orris Infrastructurc l)rivate Limited (instrument details in Annexure)
Please refer to your Rating Requisition dated May 112013 and the subsequent Rating Agreement of May 162013 for carrying out the rating of the aforesaid Bond Programme The Rating Committee
of ICRA after due consideration has assigned a [ICRAIB+ (pronounced as ICM B plus) rating
to the captioned Bond Programme
We would appreciate if you can sign on the duplicate copy of this letter and send it to us within 7
days from the date of this letter as confirmation about the use of the assigned rating The rationale
for assigning the above rating will be sent to you on receipt of your confirmation about the use of our rating as above Any intimation by you about the above rating to any BankerLending
AgencyGovernment AuthoritiesStock Exchange would constitute use of this rating by you
This rating is specific to the terms and conditions of the proposed issue as was indicated to us by you
and any change In the tenns or size of the issue would require the rating to be reviewed by us If
there is any change in the terms and conditions or size of the instrument rated as above the same must be brought to our notice before the issue of the instrument If there is nny such change after the
rating is assigned by us and confirmed to use by you it would be subject to our review and may result in change in the rating assigned
ICRA reserves the right to suspend withdraw or revise the above at any (ime on the basis of new information 01 unav~ilability of information or such other circumstances which ICRA believes may
have an impact on the rating assigned to you
The rating as aforesaid howeVer should not be treated as a recommendation to buy sell or hold the
bonds to be issued by you If the instrument rated as above is not issued by you within a period of 3
BuUding No 5 2 Floor TeL + 91 - 124 - 4545300 wOiosite wwwicraJn Tower A DLF cyber City Fax + 91 - 124 - 4050424 email infoicralndiacom Phase ll Gurgaon 122002
Regd Office 1105 Kailash Building 11 Floor 26 Kastuma Gandhi Marg NeW Delhi - 110001
RATING RES EAR eli INFORMATION
months from the date of this letter communicating the rating the same would stand withdrawn unless
revalidated before the expiry of 3 months
You arc required to forthwith inform us about any default or delay in repayment of intcrest or
principal amount of the instrument mtcd as above or any other debt instruments borrowing Y nu are also required to keep llS forthwith informed of any other devclopments which may have a direct
or indirect impact on the debt servicing capability of the company including any proposal for reshy
schedulement or postponement of the repayment programmes oCthe dues debts of the company with
any lendcr(s) investor(s)
You are required to inform us immediately as and when the borrowing limit for the instrument rated
as above or as prescribed by the regulatory authority (ies) is exceeded
We thank you for your kind cooperation extended during the course of the rating exercise Should
you require any clarification please do not hesitate to get in touch with us
With kind regards
Yours sincerely
for IeRA Limited
-- Iobit Inamdar S (Senior Vice President) (Analyst)
Page 52 of60
Annexure
Details of the bank limits rated by leRA (Rated on long term seale)
Page 53 of60
I eRA limited AIIA~fIiI ofMoltldyIInvllllttmI ~
Ref DRATfl013middot140middot3611
Date August 222013
MI Sanjay AggarwaJ VP - Accounts amp Taxation Orris Infrastructure Private Limited JmiddotIO5 DLF Phasemiddotll MG Road Gurgaonmiddot J22002 Haryana
Dear Sir
Re leRA ruting for Rs 2000 crote NCD Progrumme of Orris Infrastructure Private Umlted
This is with reference to your letter dated August 9 2013 for re-validating your rating for the Rs 200 erore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Boods programme ofyour company and last communicated to you vide QuI letter dated May 212013 stands The other terms and conditions for the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DlRAT12013middot 1410-362 dated May 2013 stands
With kind regards For lCRA Limited
(Senior Vice President)
T~middot + 91middot 124 bull ~ website VWW bulliCfSio fw + 91 124 -~ email info~middoticralndiagtcom
Page 54 of60
Ie R A Lim
Ref DfRAT2013-14O-364
Date October 03 2013
Mr Sanjay Aggarwal VP - Accounts amp Taxation Orris Infrastructure Private Limited J-105 DLF Phasemiddotmiddotll MG Road Gurgaon - 122002 Haryana
Dear Sir
Re ICRA rating for Rs 2000 crOTe NCD Programme of Orris Infrastructure Private Limited
This is with reference to your letter dated September 03 2013 for re-validating your rating for the Rs 200 crore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Bonds programrne of your company and last conununicated to you vide our letter dated August 22 2013 stands The other terrns and conditions fur the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DRATI2QI3middot 14()362 dated May WI3 stands
With kind regards For [eRA Limited
Vi (Senior Vice President)
Buildlng No 2 Iloot Tel + 81 124 - 4545300 websf1e WWWJCf8D
Tower A Cyber Oily Fax + 91 124 bull 4000424 ilImaH lnfoicralfldliLcof1
Phase II Gurgaonmiddot 1~
Regd Offictl noo iltailash Building i 1 Floor 26 KDtwoo Qandhi Marg New Delhi bull 110001
RATING RES EAR C H INfORMATION
Page 55 of60
ANNEXURE 5
CONSENT LETTER FROM DEBENTURE TRUSTEE
Ref No 1750 ITCL JUtmiddots I ru~1 Company Limilt~d
September 30 2013
Orris Infrastructure Private limited (Company) Jmiddot105 OLF PhaSe - 11 MG Road Gurgaon 122002
Kind Attention Mr Vljay Gupta Director
Sub listed Secured Redeemable Non Convertible Debentures (NCDs) aggregating to Rs 200 crs proposed to be issued by the Company on private placement basis
Dear Sirs
This is with reference to our discussion regarding appointment of ILampFS Trust Company limited (ITCL) as Debenture Trustee for the proposedlssue of listed Secured Redeemable NCDsof Rs 1 crore each aggregating to Rs 200 crs to ~ issued by the Company on private placement basis In this regard VIle do hereby give out consent to act as the Debenture Trustee subject to the Company agreeing to the following conditions
1 The Company agrees and undertakes to create the securities over such terms and conditions as detai~d in the signed Information Memorandum as submitted to us and execute the Debenture Trust Deed and other necessary security documents as required
2 The Company agrees amp undertakes to pay Debenture Trustees so long as they hold the office of the De~nture Trustee remuneration as stated in appointment letter dated July 30 2013 for the services as Debenture Trustee in addition to all legal travelling and other costS charges and expenses which the Debenture Trustee or their officers employees or agents rnayiocur in relation to execution of the Debenture Trust Deed and all other documents affecting the Security till the monies in respect of the Debentures have been fully paid-off and the requisite formalities for satisfaction of charge in aU respects have been complied with
3 The Company agrees ft undertakes to comply with the provisions of SEal (Debenture Trustees) Reguliltions 1993 SE61 (Issue and Listing of Debt Securitles) Regulations 2008 SEBICircutar No$EaIIlMOOfgtl1Sondl2oo911 105 dated 11052009 on Simplified Listing Agreement for Debt Securities read with the SEBl Circular No SEBIIIMDDOF-1 tBONDlClr-5120o9 dated the 16th November 2009 the Companies Act 19l)6 ilnd other applicable proviSions I circulars guidelines etc as applicable and amended from time to time and agrees to furnish to Trustees such information in terms of the same on regular basis
Sincerely For ILftFS Trust Company lilDi~d
lL__~~ ~ ~ ~~~ --- ~
Authorized Signatory
lUfFS Finru1 Centre PloINo C 22 G Block 5th Floor Bjr Kurio Complex Bandra (Eastl Mumbamiddotmiddot 40(K)SI INDIA
Bangalor( Office ILEtFSTru1 (ompally Ltdbull ALmiddotLalheef 151 Floor No 2Unioll Slreet Offlnanlry Raad Banglore 5hlX)OI INDIA
New Delhi Offire ILftFSTrusl (ompY tId Amiddot26a lsI Ploor Bhishm Pithamah Marg DefencfCoony New Delhi - 110024 INDIA
Kolkala Offilaquo ILftfSTrusl Company Ltd ILIIFS Constantia lnlflPor n Dr11 lIt Bramachari Street Kolkata bull 700017 INDIA
Page 56 of60
ANNEXURE 6
CONSENT LETTER FROM REGISTRAR AND TRANSFER AGENT i
Skyline Financial Serrr)ices Pvt Ltd SEBI REGISTERED CATEGORY1 REGk)IRARS ampSHARE TRANSfRAtgtENT D153A Ht Floor () nol Area Ph bullbullbullI New Dolhmiddot llO 020 1 9 middot1126812682 2S612~83 EmiddotmaI nOlltyhOaccrn tte-oSi$ wwwSiltyllnfHla_all1
August 29 2013
MrVlneel Kumar Gupta
Sr Manaler Secretarial
Orris InfraSlrucllJre Private Limited
Orris la M G Road
Gurgaoo - 1iG 002 (Hr)
Sub Consent to aet as Registrar to Issue and TfBllSfer Agent
DearSJr
Thls1s in reference 10 YOllr email datild AugJS1 29 2013 We hereby give our consent to act as 21
Registrar to IsSue and Transfer Agent for your propOSed issue of 1O - conveo1ibledebentures Of Rs
20000 Crore (jl1d our name IS Registrar to i$sueandShare Transfer agent may please be included in
Thanking you Y()ursfailhfufy
Vice- President
Page 57 0[60
--
-------
ANNEXURE 7
APPLICA TION FORM
ORRIS INFRASTRUCTURE PRIVATE LIMITED Registered Office RZ-D-5 Mahavir Enclave New Delhi 110045
Corporate Office 1-105 DLF Phase II Mehrauli Gurgaon Gurgaon -122002
Application No ___ Date
Dear Sirs
VWe have read and understood the terms and conditions of issue by Orris Infrastructure Private Limited of senior secured cumulative redeemable Non-Convertible Debentures of face value ~ 10000000 (Rupees One Crores only) having a coupon rate of 20 pa on a private placement basis on the face value aggregating to ~ 2000000000- (Rupees Two Hundred Crores only) (Debenture) contained in the Information Memorandum Disclosure Document dated __2013 VWe bind ourselves to the terms and conditions as contained in the Information Memorandum Disclosure Document and wish to apply for allotment of these Debentures The amount payable on application as shown below is remitted herewith On allotment please place myour name(s) on the Register of Debenture holder(s)
(Please read carefully the instructions on the next page before filling this form)
No of Debentures applied No in figures No in words for
Amount (~)
Detal s I 0 f payment ChequesDemand Date Drawn on Bank DraftlRTGS Details
Applicants Name amp Address in full (please use capital letters)
Pin Code Telephone I Fax Email
I Status Bankin~ Company ( ) Insurance Company ( ) Other ( ) (specify in case of others) Name of Authorized Signatory Designation Signatures Signatoty
Details of Bank Account Bank Name amp Branch Nature ofAccount Account No IFSCINEFT Code middot)---~1
-- --
Depository Details
I1We the undersigned want to hold the Debentures of the Company in the dematerialised fonn Details of myour Beneficiary Account are given below
Depository Participant Name - shy
DPID
Beneficiary Account Number shy
Name of the Applicant
() II We understand that in case of allotment of Debentures to my lour Beneficiary Account as mentioned above would be credited to the extent of Debentures allotted
Taxpayers PAN I GIR No IT CircleIW ardlDistrict ( ) Not Allotted
Tax Deduction Status () Fully ( ) Tax to be ()Yes ONo Exempt deducted at
Source
I1We hereby understand that the Company has not provided and will not provide any material or other infonnation regarding the Debentures except as included in the Infonnation Memorandum Disclosure Document
Signature of the Applicant _________________(Tear here)__________
ACKNOWLEDGEMENT SLIP
Application No Date -- shyReceived From
1shy----------------------~
By ChequelDemand DraftlRTGS No
drawn on towards application for ______ Debentures (Chequesl Demand Drafts are subject to realisation)
For Orris Infrastructure Pvt Ltd
For all further correspondence please contact INFRASTRUCTURE PRIVATE LIMITED Tel +91 124-4979200
Page 59 of60
10
INSTRUCTIONS
You must complete application in full in BLOCK LETTERS IN ENGLISH
2 Your Signatures should be made in English or in any of the Indian languages
3 Application forms duly completed in all respects together with high value Cheques Pay Order Demand Drafts must be lodged at the Orris Infrastructure Private Limited Corporate Office (as provided above)
4 Payments through RTGS shall be made as follows
Beneficiary Account name Orris Infrastructure Private Limited IFSC Code UTIB0000056 Bank Account No 056010200015303 Bank Axis Bank Ltd Branch Sec-14 Gurgaon
5 The Cheque(s)Demand Draft(s) of high value clearing zone should be drawn in favour of ORRIS INFRASTRUCTURE PVT LIMITED and crossed Ale payee only Cheque(s)Demand draft(s) may be drawn on any scheduled bank and payable at Delhi
6 Mr Vineet Gupta as authorised representative of the Company will issue the Acknowledgement Slip (appearing below the Application Form) as acknowledgement of receipt of applications No separate receipt will be issued
7 You should mention your Permanent Account Number or the GIR number allotted under Income- Tax Act 1961 and the Income-Tax CirclelWardlDistrict In case where neither the PAN nor GIR number has been allotted the fact of non-allotment should be mentioned in the application form in the space provided
8 The application would be accepted as per the terms of the issue outlined in the Information Memorandum Disclosure DOC~fii
r1- -~0 gt tl~~ ~gt
j )j~ (~~ ~O
~ shy
Page 60 of60
INDEX
Definitions and Abbreviations 4
Disclaimer 8
Risk Factors 10
General Information 13
Issuer Profile 15
Financial Highlights of the Company 19
Offer Details 20
Material Contracts Agreements involving Financial 25 Obligations of the Issuer
Disclosure on Existing Financial Indebtness 26
Other Information and Issue Procedure 35
Other Regulatory and Statutory Disclosures 42
Annexures
Annexure 1 Summary Term Sheet 43
Annexure 2 Payment Schedule 48
Annexure 3 Undertaking by the Company 50
Annexure 4 Credit Rating Letter from ICRA 51
Annexure 5 Consent Letter from Debenture Trustee 55
Annexure 6 Consent Letter from RTA 57
Annexure 7 Application Form
DEFINITIONS AND ABBREVIATIONS
Unless the context otherwise require the following terms shall have the meaning given below in this Information Memorandum Disclosure Document
Act The Companies Act 1956 (as amended from time to time)
Affiliates With respect to any Party means any Person (as hereinafter defined) which is a Holding Company (as hereinafter defined) or Subsidiary (as hereinafter defined) of that Party or any Person which directly or indirectly (i) Controls (as hereinafter defined) such Party (ii) is Controlled by such Party (iii) is Controlled by the same Person who directly or indirectly Controls such Party or (iv) is a Subsidiary of the same Person of which such Party is a Subsidiary or (v) in relation to a natural Person a Relative (as hereinafter defined) of such Person For the purposes of this definition the term Holding Company and the term Subsidiary shall have the meaning ascribed to them under Section 4 of the Act
AllotAllotmentAllotted Unless the context otherwise requires or implies the allotment of the Debentures pursuant to the Issue
Articles or AOA Articles of Association of the Company Application Form The form prescribed under this Information of
Memorandum to be used by an Investor to apply for subscription to the Debentures offered through this Issue
Board Board of Directors of the Company BSE Bombay Stock Exchange Limited Business Day A day (other than a Saturday or a Sunday) on which
scheduled commercial banks are open for normal banking business in New Delhi and Gurgaon
CDPL Cranes Developers Private Limited CDPL Promoters Orris Constructions Private Limited Orris Towers
Private Limited Orris Buildcon Private Limited and the Promoters
CDSL Central Depository Services (India) Limited CDPL Collaboration The collaboration agreements dated October 27 Agreements 2007 and July 1 2010 entered into between the
Company and CDPL in respect of the Commercial Property
Commercial Complex The commercial complex under the name of Orris Business Square being developed on the Commercial Property c
_shy
ir--~I~
-Commercial Property
Company IssuerOrris
Control or controlling or controlled by or under common control with
Credit Rating Agency
Crores Date of Allotment
Deemed Date of Allotment Debenture
Debenture Trustee Debenture Trust Deed
Deed of Hypothecation
Deed of Pledge
Default Interest Rate
Depository (ies) Director(s)
All that plece and parcel of freehold land admeasuring 95 acres situated in the revenue estate of Village Shikohpur Sector 82A Gurgaon Haryana Orris Infrastructure Private Limited a company incorporated under the Act with corporate identification number U70l09DL2006PTC151295 and having its registered office at RZ-D-5 Mahavir Enclave New Delhi -110045 Shall include the right to appoint majority of the directors or to control the management or policy decisions exercisable by a Person or Persons acting individually or in concert directly or indirectly including by virtue of their shareholding or management rights or shareholders agreements or voting agreements or in any other manner ICRA Limited or any other rating agency appointed by the Company from time to time 1 crore = 10 million The date on which the allotment of Debentures is made 23-10-2013 or any other date as decided by the Issuer 200 (two hundred) secured redeemable non-convertible debentures of ~ 10000000-(Rupees One Crore only) each of the Company issued to the Debenture Holders IL amp FS Trust Company Limited Debenture Trust Deed to be executed among the Company Debenture Trustee Promoters CDPL amp CDPL Promoters Deed of Hypothecation to be executed between the Company and the Debenture Trustee A deed to be executed between CDPL its shareholders and the Debenture Trustee for Pledge of shares representing the entire issued and paid up share capital of CDPL An additional interest of 4 pa (four percent per annum) over and above the Interest Rate (as defined hereinafter) (viz the default interest rate shall be 24 (twenty four percent) payable in relation to the Debentures and the Outstanding Amounts payable in accordance with Security Documents NSDL and CDSL Duly appointed Director for the time being of the Company ~~~~
--
c
Due Date
DTCP
EMI Event of Default
Escrow Agreement
Face Value
FSI Information Memorandum Disclosure Document
Interest Rate
Investor
Issue
ISIN
Memorandum MOA NSDL NCD Obligor(s)
Outstanding Amounts
Date on which any payment In respect of Debentures falls due ie the last day of each calendar month until the Debentures are not redeemed in full Director Town amp Country Planning Haryana Chandigarh Equal monthly installment All events of default as setout in the Security Documents Escrow Agreement to be executed among the Company Debenture Trustee and Promoters Face value of each Debenture being ~ 10000000shy(Rupees One Crore Only) Floor Space Index The information memorandumdisclosure document prepared by the Company in conformity with the SEBI Regulations and other applicable Law for the Debentures The Debentures of the Company shall carry an interest at the rate of 20 (Twenty Percent) per annum payable monthly on the Debentures and all Outstanding Amounts Such Person(s) who subscribes to the Debentures pursuant to the Issue or purchases the Debentures subsequently Issue of Debentures having aggregate face value of ~ 2000000000- (Rupees Two Hundred Crores only) to be issued by the Issuer pursuant to this Information Memorandum Disclosure Document
J
at the Face Value of ~ 10000000- (Rupees One Crore only) for each Debenture International Securities Identification Number Memorandum of Association of the Company National Securities Depository Limited Non-Convertible Debentures The Company and the Promoters are collectively referred to as the Obligors and individually as an Obligor Shall mean at any time the entire outstanding amount due in respect of the Debentures including the Debenture principal amount interest payable at the Interest Rate default interest payable at the Default Interest Rate Premature Redemption Premium (as defmed in Term Sheet in Annexure 1) fees costs charges and expenses (including any fees payable to the Debenture Trustee) and other
amounts pa~able in respect of the Debenture~10~ the TransactIOn Documents (~ lt)
-
-- Party PartIes
Payment Schedule
Person(s)
Personal Guarantees
Cheques
Promoters
Project
RBI
Registrar and Transfer Agent
The Debenture Trustee and the Obligor(s) are collectively referred to as the Parties and individually as a Party Means the schedule for payment of interest and principal installments towards the Debentures as provided m Annexure 2 to this Information Memorandum Disclosure Document Means and includes any natural person limited or unlimited liability company corporation (including any non-profit corporation) partnership (whether registered unregistered general limited or unlimited) sole proprietorship trust firm union unincorporated association joint venture joint stock company Hindu undivided family estate court tribunal agency Government ministry department commission self-regulatory organisation arbitrator board or other entity enterprise authority or business organisation whether or not required to be incorporated or registered under law or any agency or political subdivision thereof or any other entity that may be treated as a person under applicable Law Deed of personal guarantees to be provided by Mr Vijay Gupta Mr Amit Gupta Mrs Kusum Gupta Shall mean the undated cheques to be issued by the Company to the Debenture Trustee as security for the payments to be made under Debenture Trust Deed Mr Vijay Gupta Mr Amit Gupta Mr Sumit Gupta Mrs Kusum Gupta Mrs Mamta Gupta Mrs Pooja Gupta Mis Vijay Gupta (HUF) Mis Amit Gupta (HUF) and Mr Sumit Gupta (HUF)
Means the residential real estate project branded as Greenopolis being developed and sold by the Company on parcel of land admeasuring 47218 Acres as defined in the Debenture Trust Deed in accordance with a development agreement entered into with Three C Shelters Private Limited and all construction thereon present or future Reserve Bank of India Skyline Financial Services Private Limited
~~--------------------+~~~------~~--~-------------------~----~~ Record Date Shall mean the date falling seven days prior to the
Due Date or if it happens to be a holiday then the immediately succeeding Business Day shall be the Record Date ___ _
f--------------- shyROC The Registrar of Companies Delhi and Haryarlt~~I-raquo
------ shy
(21 V- S~ )~)
Page Nioo6~- -_ -~
------ -
RTGS Real Time Gross Settlement an electronic funds transfer facility provided by RBI
Rupees or ~ The lawful currency of India SEBI Securities and Exchange Board of India constituted
under the Securities and Exchange Board of India Act 1992 (as amended from time to time)
Security Documents Mean and include (i) Debenture Trust Deed (ii) Deed of Hypothecation (iii) Personal Guarantees (iv) Escrow Agreement (v) Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property (vi) declaration cum
I undertaking from CDPL declaring the creation of
I mortgage by deposit of title deeds of the Commercial Property in terms of the memorandum of entry (vii) Deed of Pledge in respect of the entire issued and paid up share capital of CDPL (ix) Cheques and (x) such other document as may be required and agreed upon between the Parties and executed from time to time
Transaction Documents Means and includes the Security Documents and this Information Memorandumj Disclosure Document
WDM Wholesale debt market segment of the BSE We us our Unless the context otherwise requires the
Company its subsidiaries and joint ventures if any
DISCLAIMERS
ISSUERS DISCLAIMER This Information Memorandumj Disclosure Document is neither a prospectus nor a statement in lieu of a prospectus The issue of Debentures proposed to be listed on the BSE is being made strictly on a private placement basis This Information Memorandumj Disclosure Document is not intended to be circulated to more than 49 persons This Information MemorandumjDisclosure Document is only meant for the Eligible Investors Multiple copies hereof given to the same entity shall be deemed to be given to the same person and shall be treated as such It does not constitute and shall not be deemed to constitute an offer or an invitation to subscribe to the Debentures to the public in general This Information Memorandumj Disclosure Document should not be construed to be a prospectus or a statement in lieu of prospectus under the Act
This Information Memorandumj Disclosure Document have been prepared in conformity with the SEBI (Issue and Listing of Debt Securities) Regulations 2008 as amended from time to time Therefore as per the applicable provisions copy of this Information Memorandumj Disclosure Document has not been filed or submitted to the SEBI for its review ~ltll0~ approval il bullbull ~
L~-( 2 I u I
pa~~L~9 ~-
This Information Memorandum Disclosure Document has been prepared to provide general information about the Issuer to potential Investor(s) Eligible Investors to whom it is addressed and who are willing and eligible to subscribe to the Debentures strictly on a private placement basis This Information Memorandum Disclosure Document does not purport to contain all the information that any potential Investor may require
Neither this Information Memorandum Disclosure Document nor any other information supplied in connection with the Debentures is intended to provide the basis of any credit or other evaluation and any recipient of this Information Memorandum Disclosure Document should not consider such receipt a recommendation to purchase any Debentures Each Investor contemplating purchasing any Debentures should make its own independent investigation of the financial condition and affairs of the Issuer and its own appraisal of the creditworthiness of the Issuer Potential Investors should consult their own financial legal tax and other professional advisors as to the risks and investment considerations arising from an investment in the Debentures and should possess the appropriate resources to analyze such investment and the suitability of such investment to such Investors particular circumstances The Issuer confirms that as of the date hereof this Information Memorandum Disclosure Document (including the documents incorporated by reference herein if any) is accurate in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements herein in the light of the circumstances under which they are made not misleading No person has been authorized to give any information or to make any representation not contained or incorporated by reference in this Information Memorandum Disclosure Document or in any material made available by the Issuer to any potential Investor pursuant hereto and if given or made such information or representation must not be relied upon as having been authorized by the Issuer
This Information Memorandum Disclosure Document and the contents hereof are restricted for only the intended recipient(s) Eligible Investors who have been addressed directly and specifically through a communication by the Company and only such recipient(s) Eligible Investors isare eligible to apply for the Debentures All Investors are required to comply with the relevant regulations guidelines applicable to them for investing in this Issue The contents of this Information Memorandum Disclosure Document are intended to be used only by those Investors to whom it is distributed It is not intended for distribution to any other person and should not be reproduced by the recipient
No invitation is being made to any persons other than those to whom application forms along with this Information Memorandum Disclosure Document being issued have been sent by or on behalf of the~~Any application by a person to whom the Information Memorandu~t~llisc~~~re
-f -t-I (n r-shy
~)~~ ~60( J~
Document has not been sent by or on behalf of the Issuer shall be rejected without assigning any reason
The Issuer does not undertake to update the Information Memorandum Disclosure Document to reflect subsequent events after the date of the Information Memorandum Disclosure Document and thus it should not be relied upon with respect to such subsequent events without first confirming its accuracy with the Issuer
The distribution of this Information Memorandum Disclosure Document and the offering and sale of the Debentures may be restricted by law in certain jurisdictions Person(s) into whose possession this Information Memorandum Disclosure Document comes are required to inform themselves about and to observe any such restrictions This Information Memorandum Disclosure Document does not constitute nor may it be used for or in connection with an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation No action is being taken to permit an offering of the Debentures or the distribution of this Information Meinorandum Disclosure Document in any such jurisdiction
This Information Memorandum Disclosure Document is strictly for a private placement and is only an information brochure for private use by the Eligible Investors Nothing in this Information Memorandum Disclosure Document shall constitute andor deem to constitute an offer or an invitation to an offer to the Indian public or any section thereof to subscribe for or otherwise acquire the Debentures Further since the Issue is being made on a private placement basis the provisions of Section 60 of the Act shall not be applicable and accordingly a copy of this Information Memorandum Disclosure Document has not been flIed with ROC or SEB
RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulflI its obligations in respect of the Debentures issued under this Information Memorandum Disclosure Document All of these factors are contingencies which mayor may not occur and the Issuer is not in a position to express a view on the likelihood of any such contingency occurring
In addition certain factors which are material for the purpose of assessing the market risks associated with the Debentures issued under the Information Memorandum Disclosure Document are also described below
The Issuer believes that the factors described below represent the principal risks inherent in investing in Debentures issued under the Informa~ Memorandum Disclosure Document but the inability of the Issuer yenlaquo~tfie
(~( )I)pagel~~i~
case may be to pay interest principal or other amounts on or in connection with any Debentures may occur for other reasons and the Issuer does not represent that the statements below regarding the risks of holding any Debentures are exhaustive Prospective Investors should also read the detailed information set out elsewhere in this Information MemorandumDisclosure Document and reach their own views prior to making any investment decision
The following are the risks envisaged by the management and Investors should consider the following risk factors carefully for evaluating the Company and its business before making any investment decision If any one of the following stated risks actually occurs the Companys business financial conditions and results of operations could suffer and therefore the value of the Companys debt securities could decline
Note Unless specified or quantified in the relevant risk factors the Company is not in a position to quantify the financial or other implications of any risk mentioned hereinbelow
bull Legality of Purchase A prospective Investor of the Debentures will be responsible for the lawfulness of the acquisition of the Debentures whether under the laws of the jurisdiction of its incorporation or the jurisdiction in which it operates or for compliance by that prospective Investor with any law regulation or regulatory policy applicable to it
bull A Slowdown in Economic Growth in India could Cause the Companys Business to Suffer The Companys performance and the quality and growth of its assets are necessarily dependent on the health of the overall Indian economy A slowdown in the Indian economy could adversely affect its business
bull Terrorist Attacks Civil Unrest and other Acts of Violence or War involving India and other Countries could Adversely Affect the Financial Markets and the Companys Business Terrorist attacks and other acts of violence or war may negatively affect the Indian markets and may also adversely affect the worldwide financial markets These acts may also result in a loss of business confidence In addition adverse social economic and political events in India could have a negative impact on the Company Such incidents could also create a greater perception that investment in Indian companies involves a higher degree of risk and could have an adverse impact on the Companys business
bull Uncertain Trading Markets and Liquidity Risk The Company cannot assure holders of the Debentures that a trading market for their Debentures will ever develop or be
Debenture holders may not be able to sell such Debentures readily or at prices that will enable them to realize their anticipated yield
bull The Company is Subject to Volatility in Cash Flows The Companys receipts from its customers are linked to the progress of construction on its projects and the creditworthiness of its customers Any delay in the receipts from its customers could impact the cash flows of the Company
bull Credit Risk Prospective Investors should be aware that receipt of any interest payment and principal amount on the Debentures is subject to the credit risk of the Issuer In the event that bankruptcy proceedings or composition scheme of arrangement or similar proceedings to avert bankruptcy are instituted by or against the Issuer the payment of sums due on the Debentures may be substantially reduced or delayed
bull Licences The Companys business requires grantrenewalextension of various licences approvals permissions from appropriate authorities under the applicable laws Any delay in grantrenewalextension of or refusal of appropriate authorities to grantrenewextend such licences approvals permissions could have an adverse impact on the business of the Company
bull MOUs and Collaboration Agreements The Company enters into MOUs collaboration agreement or other agreements to acquire title or land development rights with respect to certain lands for which the Company makes partial payments to land owners and Companys failure to meet the conditions of the MOUs collaboration agreements may adversely affect its business financial condition and results of operation
J
GENERAL INFORMATION
L Name and address of the Registered Office of the Company
Orris Infrastructure Private Limited RZ-D-5 Mahavir Enclave New Delhi 110045 Phone +91 1244979200 Fax +91 (0)124235329192 Email infoorrisin
2 Compliance Officer The details of person appointed to act as Compliance Officer for the purpose of this Issue is set out below
Vineet Gupta J-105 DLF Phase II Gurgaon 122002 Phone +91 124-4979200 Fax +91 11 2353291 Email vineetorrisin
3 Auditors
PR Kumar amp Company C-24 Safdarjung Development Area Main Aurbindo Marg New Delhi 110016 Phone +91 11 47118888 Fax +91 11 47118855 Email prkum~prkumarcom
4 Debenture Trustee
IL amp FS Trust Company Limited ILampFS Financial Centre 3rd Floor Plot No C-22 G Block Bandra Kurla Complex Bandra - East Mumbai - 400051 Phone +91 2226593810 Fax +91 2226533297 Email asstvicepresidentilfsindiacom
5 Registrar and Transfer Agent to the Issue
Skyline Financial Services Private Limited D-153 A 1st Floor Okhla Industrial Area Phase -I New Delhi 110020 Phone +91 11 30857575 Fax +91 11 30857562 Email adminskylinertacom~-t------
Page 13 of60tv))
-----~
6 Credit Rating Agency
ICRA Limited 1105 Kailash Building 11th Floor 26 Kasturba Gandhi Marg New Delhi 110001 Phone +91 11 2335794050 Fax +91 11 23357014 Email infoltq)icraindiacom
7 Details of Board of Directors
The following table sets forth details regarding the Companys Board of Directors as on the date of this Information Memorandum Disclosure Document
3260 Janakpuri New Delhi Managing Director 110058
Amit Gupta Joint- Managing Director C-3260 Janakpuri New Delhi 110058
None of the above Directors appear in the RBI defaulter list
Profile of Directors
Mr Vijay Gupta - Chairman and Managing Director Mr Gupta aged 55 years commerce graduate from Delhi University is a real estate veteran He has over 22 years of experience in handling Sale Leasing and management of land office buildings shopping centers residential and income generating properties and is a well-known name among known and building developers in the Northern India Mr Gupta has acted as Land consolidator and sold big land holdings to Builders and developers like D LF Vatika Sun City and several others in NCR region Mr Gupta has great credibility in the market for timely payment transparency and fair transaction
Mr Gupta has pioneered in providing real estate solutions to new age corporate and the IT Industry He has intricate knowledge and clear vision of the real estate sector He has helped in creating landmark structures in reflecting new standard of excellence in the real estate industry
Mr Vijay Gupta has negotiated and guided the company to enter into a very prestigious collaboration deal with DLF - the leading number one brand in development of real estate in India to develop 49288 acres of commercial land in the NCR region The company will get a great mileage from this agreement as besides the developed area the property will be Co-Branded as DLF ORRIS DLF has agreed to co brand the development due to this location advantage and future Prospects olt0Jcfl~
q~dj
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ImiddotJIiIMJff tlmiddotiAIIfiiJilIIfIii Mi rug ~IY_ ~icent
Mr Amit Gupta - Joint Managing Director Mr Amit Gupta son of Mr Vijay Gupta aged 32 years is young talented and has great business sense He has coordinated and developed several real estate projects in Gurgaon and adjoining areas Mr Amit Gupta has negotiated several land deals to the benefit of the company and is an expert in such deals
He is working out the details with architect to start the proposed housing project in the next couple of months He is in advance stage of negotiation for several other projects of the group
Mr Amit Gupta has a vision to make ORRIS a name to reckon with by providing real estate solutions to all and set bench mark constantly for itself and evolve a strategy of transparency and credibility
ISSUER PROFILE
1 Brief summary of Business Strength and Strategy Named after an extraordinary flower known for its fragrance Orris believes in leaving an everlasting fragrance in the minds of its customers stakeholders and society at large Orris is driven by passion and qUality At Orris we strive for perfection Our services range from real estate to energy from hospitality to education golf and much more Corporate social responsibility is embedded in our DNA Our journey is guided by a strong vision unshakable foundation and driven by quality and excellence service focused towards serving and offering our customers more than they expect Mr Vijay Gupta began his journey when he laid the foundation for Orris in 2008 His dream to usher India into a new era prompted him to found Orris From being a land consolidator and financier to starting his own real estate division he has come a long way scripting successes on his way Owing to his spectacular endeavors the company has been honored by the industry with the award prestigious Emerging Residential Infrastructure Company of Year 2010
Orris has had a great spell in the last three years Foundations for some of the ambitious projects were laid and a few have reached their finishing stage Apart from its foray into real estate Orris has made inroads into energy hospitality golf and education
At Orris we want to leave you with an everlasting experience Because you deserve the best Discover a fresh lease of quality life with Orris whether it is Real Estate Energy Hospitality Golf or Education We are passionate committed and driven
2 Main objects of the Company The main objects of the Company contained in its MOA are
bull To undertake and carry on the business of construction purchase sell and develop any type of property whether residential commercial industrial rural or urban whether belong to the company or any other person To develop erect and construct commercial properties buildings houses shopping centers and to carry out civil and construction work of every description and to improve repair renovate transfer charge assign let out hire sublet or sublease all type of lands plots buildings offices flats warehouses godown shops building banquet halls tenements and immovable properties whether freehold or lease hold of any nature and description
bull To carry on the business as owners builders developers promoters proprietors civil contractors of industrial commercial and residential properties colonies mills workshop buildings cinema houses and to deal in all kinds of immovable properties whether belonging to the company or not
bull To act as agent for purchasing selling and letting on hire land agricultural land and houses multi-stored commercial or residential building on commission basis To acquire land for the construction of multistoried buildings and to license the flats therein on suitable terms and conditions
bull To carry on the business of contractors dealers commission agents brokers consultants representatives and middlemen of properties To act as advisors andor consultants on all matters relating to the construction business town planning landscape architecture structural engineers and to prepare complete scheme drawings plans and estimates and to provide technical know-how in India or abroad
3 A brief history of the Company since inception
Incorporation details The Company was incorporated on July 26 2006 as a private limited company vide Certificate of Incorporation issued by Registrar of Companies of National Capital Territory of Delhi amp Haryana bearing Corporate Identity Number U70 109DL2006PTC 151295
Authorized 50000000 Equity shares of ~ 10- each 500000000shyIssued Subscribed amp Paid Up 29790000 Equity shares of ~ 10- each
flleT HMMUCiiWAJMWPiiliMNiI JI-
Date of Increase Incorporation
September 52007
December 1 2007
July 25 2012
Alteration The authorized share capital of the Company at the time of incorporation was ~ 500000- (Rupees five lakhs only) divided into 50000 (fifty thousand) equity shares of~ 10- (Rupees ten only) each
The authorized share capital of the Company was increased from ~ 500000 - (Rupees five lakhs only) to ~ 10000000- (Rupees one crore only) divided into 1000000 (Ten Lakh) equity shares of ~ 10- (Rupees ten only) each
The authorized share capital of the Company was increased from ~ 10000000- (Rupees one Crores only) to ~ 100000000 - (Rupees ten crore only) divided into 10000000 (one crore) equity shares of ~ 10- (Rupees ten only) each
The authorized share capital of the Company was increased from ~ 100000000- (Rupees Ten Crores Only) divided into 10000000 equity shares of ~ 10- (Rupees Ten Only) each to ~ 500000000shy(Rupees Fifty Crores Only) divided into 50000000 equity shares of~ 10- (Rupees Ten Only)
Date of Allotment
July 26 2006
October 222007
January 9 2008
March 21 2009
June 26 2012
August 82012
March 16 2013
No of Shares and Face Value
10000 Shares of ~ 10 each
500000 Shares of ~ 10 each
800000 Shares of ~ 10 each
2000000 Shares of~ 10 each
1655000 Shares of~ 10 each
19860000 Shares of ~ 10 each
4965000 Shares of~ 10 each
Amount per
share 10
10
10
10
10
10
10
Capital (~)
100000shy
5000000shy
8000000shy
20000000shy
16550000shy
198600000shy
ubullbull _bullbullbull ~-~_______~__________________
Sr Name of No the
Shareholder
Vijay Gupta1
Amit Gupta2
Sumit 3 Gupta
Kusum 4 Gupta
Mamta 5 Gupta
Pooja Gupta6
Ms Vijay 7 Gupta (HUF)
Ms Amit 8 Gupta (HUF)
Ms Sumit 9 Gupta (HUF)
Address
C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058
C-3260 Janakpuri New Delhi 110058
C-3260JanakpuriNew Delhi 110058
C-3260 Janakpuri New Delhi 110058
2681100
2681100
2085300
2383200
2383200
2383200
5064300
5064300
5064300 10
No of Amount Type shares per of
Share Shares
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
Equity
4 Debt-equity ratio prior to and after issue of Debentures
(Amounts in~)
Debt 2652702404 4652702404 Equity 368205693 368205693 Debt-Equity Ratio 720 1264
1 The figures are as per provisional accounts for the [mancial period ending September 272013 The figures are as per provisional accounts for the financial period ending 27th September 2013 3114--bull
includes debenture issued 200 secured redeemable Non-Convertible Debenture of 2000000qQ9t~~(9~
(Rupees Two Hundred Crores only) to be raised through present Issue of Debentures f - ~ ~_ (5 ~I
Page 1~ ~~~~j ~~~-j5-~
2
FINANCIAL HIGHLIGHTS OF THE COMPANY 3
Provided below are highlights from March 31 2013 and March 312012
-
PARTICULARS
Shareholders Funds Share Capital Reserves and Surplus Non-Current Liabilities Long-Term Borrowings Other Long Term Liabilities Long Term Provisions Current Liabilities Short-Term Borrowings Trade Payables Other Current Liabilities Short-Term Provisions TOTAL Non-Current Assets Fixed assets (i) Tangible assets (ii) Intangible assets (iii) Capital work-in-progress
Non-current investments Deferred Tax Assets (Net) Long term loans and advances Current assets Inventories Trade Receivables Cash and Cash Equivalents Short-Term Loans and Advances TOTAL
Profit amp Loss Statement Income From Operations Expenditure Profit Before Tax Provision For Tax NET PROFIT
the Companys balance sheet as on
AS AT AS AT
31032013 31032012 -
(In t) (In t)
297900000 33100000 213213781 387605693
833881405 1163249172 113701597 104516080
3716055 2624152
1043912351 511881321 318959605 500619871
7230525889 6415810732 2987458 middot12901961
10058798141 9132308982
41142649 84146355 1804455 1364419
10535400 shy8181894 8298894 5484172 6174926
211337362 637591171
3033819766 2432400222 - 14337455
325475165 554273019 6421017278 5393722521
10058798141 9132308982
FY 2013 FY 2012 3813273647 2063682309
3670103696 1960640137 143169951 103042172 51380355 54143420
90408088 54024176
3 The above given figures are duly audited by auditors of the company
OFFER DETAILS
1 Details of debt securities issued and sought to be listed The securities proposed to be issued pursuant to this Information Memorandum Disclosure Document will be listed on WDM of the BSE
2 Nature of Instrument Senior Secured Cumulative Redeemable Non-Convertible Debentures issued on a private placement basis
3 The Issue size The Company proposes to issue 200 Secured Cumulative Redeemable Non-Convertible Debentures having Face Value of ~ 10000000shy(Rupees One Crores only) each having aggregate face value of ~ 2000000000- (Rupees Two Hundred Crores only)
4 Face Value Each Debenture has a face value of ~ 10000000- (Rupees One Crores only) per Debenture
5 Redemption The outstanding amount of the Debentures shall be repaid in monthly installments payable as per the Payment Schedule
Unless redeemed earlier m accordance with this Information Memorandum Disclosure Document and the terms of the Security Documents the Debentures shall stand redeemed on payment of the final installment as per the Payment Schedule The redemption shall apply to each Debenture uniformly Any redemption of Debentures by the Company shall be proportionate redemption of all the Debentures collectively through reduction in face value of each Debenture
In the event of a default as defined in the Debenture Trust Deed the Debenture Trustee (on instructions from the Debenture holders) can exercise a put option on the Promoters to buy back the entire outstanding Debentures
6 Tenor Forty Eight (48) months from the Deemed Date of Allotment ending on the last Due Date unless redeemed earlier in accordance with the terms of the Debenture Trust Deed
7 Interest Rate The Debentures will carry an interest at the rate of 20 (Twenty percent) per annum payable monthly (subject to deduction of tax at source if applicable at the rate prevailing from time to time under the provisions of the Income Tax Act 1961 or any other statutory modifications or reshyenactment thereof for which a certificate will be issued by the Company-_ on the outstanding principal amount of Debentures and(other-~~
i ( y page~f )~
- -
-
Outstanding Amounts throughout the tenure of the Debentures till final redemption as per Payment Schedule
Interest payable on the Debentures shall accrue on a day to day basis and shall be computed on the basis of 365 (Three Hundred Sixty Five) days divided equally for each of the twelve calendar months
8 Payment Mechanism Payments towards interest and towards repayment of the outstanding amount of Debentures shall be made by way of drafts cheques credit through RTGS mechanism on the Due Dates to those Debenture holder(s) whose names appear on the list of beneficiaries provided by the Depositories to the Issuer Such payments shall be made from the Escrow Account in the manner specified in the Debenture Trust Deed The names would be as per the Depositories records on the relevant Record Date fixed for the purpose of such payments as provided in this
Information Memorandum Disclosure Document In case of those Debentures for which the beneficial owner is not identified by the Depository as on the Record Date the Issuer would keep in abeyance the payments till such time that the beneficial owner is identified by the Depository and conveyed to the Issuer whereupon the payments will be paid to the beneficiaries as identified
In case the Due Date falls on a day which is not a Business Day then the payment due shall be made on the succeeding Business Day
9 Security The principal amount of the Debentures together with any interest accrued thereon and other Outstanding Amounts Debenture Trustees remuneration and all costs charges expenses and all other monies due in respect of the Debentures and or under the Transaction Documents shall be secured by the Obligors by
a First and exclusive charge on all receivables from the Project through the Deed of Hypothecation together with the Escrow Agreement and such charge will be superior to any other claims on the Project receivables
b First and exclusive charge on all amounts lying to the credit of the Escrow Account under the Deed of Hypothecation
c First and exclusive charge by way of equitable mortgage on the Commercial Property (Mortgaged Property) through execution of a registered Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property in favour of the Debenture Trustee together with a declaration cum undertaking from CDPL declaring the creation of mortgage by deposit of title deeds of the Commercial Property in terms of the memorandum of entry
d Equitable mortgage and exclusive charge over FSI equivalent to 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of the Commercial Project together with all the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
e Exclusive charge over all the rights title interest benefits claims demands of any nature whatsoever of the Company under andor in respect of the CDPL Collaboration Agreements for development and construction of the Commercial Colony and the entire FSI in the Project along with proportionate undivided interest in the underlying land and without limitation the following
(i) the right to compel performance thereunder and to substitute or be substituted for the Company thereunder and to substitute and be substituted thereunder for the Company thereunder and
(ii) to commence and conduct either in the name of the Company or in its own name or otherwise any proceedings against any person in respect of any breach of the CDPL Collaboration Agreements and
(iii) all claims of the Company including in any proceedings against all or any such persons to any amounts owing to or received by the Company thereunder and
(iv) the rights and benefits of all Approvals to the extent capable of assignment together with the right to further assign any of the CDPL Collaboration Agreements and such Approvals to any Person
(v) Pledge of shares representing the entire issued and paid up share capital of CDPL under the Deed of Pledge
(vi) Personal Guarantee of Sh Vijay Gupta Sh Amit Gupta and Smt Kusum Gupta and
(vii) Cheques
CDPL has consented to creation of charge over the entire FSI to the extent of 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of t
The said security shall be created in favor of the Debenture Trustee on or by the Deemed Date of Allotment
Obligors will ensure that market value of the above mentioned security will be at all times equal to the face value of the outstand~icitZt~ Debentures tp ---YZoltgtl
lSI r~
i~ ~r)Page 22 oK~-_
~~-___i
10 Board Authority The private placement of Debentures under this Information Memorandum Disclosure Document is being made pursuant to the resolution of the Board of Directors of the Company at its meeting held on June 24 2013
11 Rating and rating rationale ICRA has assigned a ICRA B+ (pronounced as ICRA B plus) rating to debentures programme of the Company to the extent of ~
2000000000- (Rupees Two Hundred Crores only) vide letter ref no DRAT2013-140-362 on May 212013 and revalidated vide letter ref no DRAT2013-140-363 on August 222013 The long-term rating carries a stable outlook A copy of the rating letter and its rationale from ICRA is enclosed as Annexure 4_ to this Information Memorandum Disclosure Document
12 Details of utilisation of the Issue Proceeds Our Board of Directors certifies that the proceeds of the Issue of Debentures shall be utilized for the general corporate purposes of the Company
13 Minimum Number of Debentures for Subscription The application must be made for a minimum of one (1) Debenture and in multiple of one (1) Debenture thereafter There is no maximum limit on the application
14 Listing The Debentures are proposed to be listed on the WDM segment of the BSE the details of which are provided below
The Bombay Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400001 Phone 91 22 227212334 Fax 91 22 22721919
The COJpany shall make an application to the BSE to list the Debentures to be issued and allotted pursuant to this Information Memorandum Disclosure Document and shall take all necessary steps to complete all the formalities relating to listing of the Debentures within 15 (fifteen) days from the date of closure of the Issue Date If such permission is not granted by the BSE within 15 (fifteen) days from the date of closure of the Issue or where such permission is refused by the BSE before the expiry of the 15 (fifteen) days from the closure of the Issue the Company shall at the option of the Debenture holders repay with interest (at the applicable Interest Rate) all monies received by it If the Company fails to repay such monies within 5 (five) days after the Company becomes liable to repay it then the default interest (at the applicable Default Interest Rate) shall also apply to the amount payable
by the Company over and above the applicable interest iP~d (OS4( i~
Page 23~~ ~Sl-C ~-_-)to ~--i-~-~
In connection with listing of Debentures with BSE the Company hereby undertakes to comply with all requirements of the Act applicable SEBI rules and regulations including Securities and Exchange Board of India (Issue and listing of Debt Securities) Regulation 2008 and the listing agreement with BSE
15 Market Lot The minimum lot size for trading of the Debentures on the Stock Exchange is proposed to be one (1) Debenture
16 Underwriting of the Issue The present Issue of Debentures has not been underwritten
17 Tax Benefits The Debenture holder(s) are advised to consider in their own case the tax implications in respect of subscription to the Debentures after consulting their respective tax advisor
18 Governing Law The Debentures shall be construed to be governed in accordance with the laws of India Any dispute arising thereof will be subject to exclusive jurisdiction of the courts in Delhi Over and above the aforesaid terms and conditions the said Debentures shall be subject to the terms and conditions of the Security Documents
19 Debenture Redemption Reserve The Company hereby agrees and undertakes to create a debenture redemption reserve as per the provisions of the Security Documents the Act and the rules regulations notifications and circulars issued by the Ministry of Corporate Affairs and if during the currency of these presents any guidelines are formulated (or modified or revised) by the Central Government or any government agency or corporation having authority under Law in respect of creation of debenture redemption reserve applicable to the Debentures the Company shall duly abide by such guidelines and execute all such applicable supplemental letters agreements and deeds of modifications as may be statutorily required by the Debenture holders or the Debenture Trustee
20 Undertaking to use a Common Form of Transfer The issue of Debentures shall be made in dematerialized form only and no Debentures will be issued in physical form However the Company will use a common transfer form for physical holdings if at a later stage there is any holding in physical form due to the depository giving any Debenture holder the option to rematerialize the Debentures
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
The following contracts documents not being contracts entered into in the ordinary course of business carried on by the Company or entered into more than two years before the date of this Information Memorandum Disclosure Document which are or may be deemed material have been entered into by the Company These material contracts or documents may be inspected at the Registered Office of the Issuer from 1000 am to 100 pm on all working days from the date of this Information Memorandum Disclosure Document until the date of closure of this Issue
Material Contracts 1 Copy of the letter from Skyline Financial Services Private Limited to the
Company giving their consent to act as the Registrar and Transfer Agent to the Issue
2 Copy of letter from ILampFS Trust Company Limited to the Company giving their consent to act as the Debenture Trustee to the Issue
Material Documents L Memorandum and Articles of Association of the Company as amended
from time to time
2 Credit rating letter from ICRA Limited
3 Copy of Certificate oflncorporation of the Company dated July 262006
4 Certified true copy of the resolution dated June 24 2013 approving the issue of Debentures and creation of securities on the term and conditions stated in this Information Memorandum Disclosure Document
5 Copy of Tripartite Agreement dated 17-02-2011 between the Company the Registrar and Transfer Agent and the CDSL (Depository)and Copy of Tripartite Agreement dated 03-03-2011 between the Company the Registrar and Transfer Agent and the NSDL (Depository)
6 Copies of Audited Financials of the Company for the last three financial years
DISCLOSURE ON EXISTING FINANCIAL INDEBTNESS
1 Details of Secured Borrowings4
Ao The secured loans of the Company outstanding as on March 312013 is as follows
(Amount in f)
Details of Vehicle Loans Axis Bank October 27 1390055 EMI Start date- Hypothecated to Limited 2010 December 10 2010 Axis Bank (BMW) Closure date- Limited
November 10 2013 HDFC March 09 2472342 EMI Start Date Hypothecated to Bank 2012 April 052015 HDFC Bank Limited Closure Date - April Limited (BMW) 052015
None of the above loans is secured against any of the security (as detailed in Offer Details section above)
B The Secured Debentures of the Company outstanding as on March 312013 are as under
ILampFS Secured 17 Monthly 1 14th part of the first floor Trust Redeemable installment (without Roof Right) being 45 Company Non- pa s Start sq yards out of 180 sq yards of Limited Convertible date- the first floor constructed on
Debentures 2205201 free-hold land bearing plot No Series shy I of 1 RZ-D-5 First Floor Mahavir aggregate Closure Enclave New Delhi -110045 face value of dateshy admeasuring 180 sq yards out 2202201 ofkhasra number 8314 35000000 4 situated in the area of village 0- (Rupees Palam now known as Mahavir Thirty Five Enclave Block -D New Delhi-Crores) 110045 issued at a discount of 2 Mortgage assignment of all the 17513shy rights title and interest
4 The figures are as per the audited balance Sheet for the financial year ending March 31 2013
----- shy
(Rupees whatsoever of the Company in Seventeen to under andor in respect of Thousand the collaboration agreements Five dated 27102007 and Hundred 01072010 executed with CDPL and Thirteen for development and only) on the construction of the Commercial face value Complex and sale of FSI to the (being ~ extent of 625000 Sq Ft along 10000001- with proportionate interest in (Rupees Ten the underlying land inl of the Lakhs only)) Commercial Complex of each debenture 3 Out of the total sanctioned FSI
of 702871 Sq Ft of Commercial Complex mortgage and charge over FSI equivalent to 625000 Sq Ft including prorata share over all that piece and parcel of free hold land admeasuring 95 acres (approx located at Sector 82A Gurgaon Haryana India over which the Commercial Complex is proposed to constructedI developed together with proportionate buildings and structures thereon AND the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
4 Pledge of entire issued equity share capital of CDPL
5 Post-dated cheques
6 Personal Guarantee of the Promoter viz Mr Vijay Gupta
ILampFS Secured 17 Monthly 1 114th part of the first floor Trust Redeemable installment (without Roof Right) being 45 Company Non- pa s Start sq yards out of 180 sq yards 0 f Ltd Convertible date- the first floor constructed on
Debentures 1506201 free-hold land bearing plot No Series - II of 1 RZ-D-5 First Floo~ M~ct[~ aggregate Closure Enclave New DelhI -11
-_ ()-4~-----
ltshy -
---- ----- ---------------shyface value of date- admeasuring 180 sq yards out ~ 1505201 of khasra number 83 14 42500000 4 situated in the area of village 0- (Rupees Palam now known as Mahavir Forty Two Enclave Block -D New Delhi-Crares) Fifty 110045 Lakhs
2 Mortgage assignment of all theissued at a rights title and interestdiscount of ~ whatsoever of the Company in58065shyto under andor in respect of(Rupees Fifty the collaboration agreementsEight dated 27102007 andThousand 01072010 executed with CDPLSixty Five for development andOnly) on the construction of the Commercialface value Complex and sale of FSI to the(being ~ extent of 625000 Sq Ft along1000000 shywith proportionate interest in(Rupees Ten the underlying land in of theLakhs only)) Commercial Complexof each
debenture 3 Out of the total sanctioned FSI of702871 Sq Ft of Commercial Complex mortgage and charge over FSI equivalent to 625000 Sq Ft including prorata share over all that piece and parcel of free hold land admeasuring 95 acres (approx) located at Sector 82A Gurgaon Haryana India over which the Commercial Complex is proposed to constructed developed together with proportionate buildings and structures thereon AND the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
4 Pledge of entire issued equity share capital of CDPL
5 Post-dated cheques
---6 Personal Guarantee of the Promoter viz Mr Vijay(qtipta
1
IDEI Trusteeshi p services Limited
Secured Redeemable Optional Convertible Debentures of aggregate face value of
80000000 0- (Rupees Eighty Crore Only) on the face value (being 5000000shy(Rupees Fifty Lakhs only)) of each debenture
Qu art erly Co u po n Rat e of 55
The company shall be obliged to redeem the OCDs in four equal installment s starting from march 31 2014 over a period of 6 (six) financial quarters (the first such financial quarter ending on March 31 2014) such that the OCDs are completely redeemed on June 302015
(i) First sole amp exclusive charge by way of(a) equitable mortgage on the Mortgaged Security Property I and (b) equitable mortgage on the Mortgaged Security Property II
Mortgaged Security Property-I shall mean 23268 acres out of the larger property being the aggregate of 19218 acres (forming part of 25018 acres of land for which License is in place) and the 405 acres for which letter of intent is in place along with the proportionate floor space index and all present and future buildings and structures constructed thereon and all the rights title and interest of the Company and the concerned group housing project landowners over such property excluding 404 (four hundred and four) number of units constructedto be constructed over the aforesaid 19218 acres as more particularly detailed III the transaction documents
Mortgaged Security Property-II shall mean 696 acres out of the security property-II 1004 acres of acquired land in Sector 85 Gurgaon Haryana along with the proportionate floor space index and all present and future buildings and structures constructed thereon and all the rights title and interest of the Company and the concerned group housing project landowners over such property
(ii) first sole and exclusive charge on present and future basis by way of hypothecation on the relevant group housing _poject
-------------------------~----------~-----------------------------receivables from time to time and monies lying and credited into the escrow accounts at any point in time including any fIxed deposits created in accordance with the escrow account agreement out of such monies from time to time together with all and any interest accruing in respect thereof and
(iii) The issuance of personal guarantees by the Promoters in favour of IDBI guaranteeing the fulfIllment of the secured obligations
The NCD Series - I were fully redeemed on July 272013
2 Details of Unsecured Borrowings5
The unsecured loans of the Company outstanding as on March 31 2013 follows
(in ~)
Loan from Body Corporate Flair Exports Pvt Ltd Seh Realtors Pvt Ltd Citland Commercial and Credits Ltd Delhi Brass and Metal Works Pvt Ltd Span India Pvt Ltd Loan Directors Shareholders and their Relatives Amit Gupta-Loan Taken Vijay Gupta (Loan Taken) Amit Gupta (HUF) Green Bay Infrastructure Pvt Ltd Kusum Gupta Mamta Gupta Pooja Gupta Vijay Gupta(HUF)
5000000000 10000000000 16670000000 6670000000
11670000000
2850848000 7929999985
20000000 32146887100
2466000000 5625400000 3250000000
92100000
5 The figures are as per audited financial for the financial year ending March 31 2013
Page 300[60
3 Details of Bank Guarantee6
Bank Guarantee by the Company in respect of Orris Business Square - 95 Acres
ICICI Bank 1 Limited June 182010
Issued by ICICI Bank June 182010 and Valid till October 28 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 2 Bank Ltd Jan 03 2013
ICICI Bank 3 Limited February 232011
Director Town and Country Planning Chandigarh
Director Town and Country Planning Chandigarh Haryana State Pollution Control Board
62946450 October 282012
5938000 October 272014
3750000 February 222016
Bank Guarantee by the Company in respect of Carnation Residency Aster Court Aster Court premier amp Villas 33 -25018 Acres
Issued by ICICI Bank on September 232008 amendment dated September 102010 and valid till September 22 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 4 Bank Ltd September 222012
Issued by ICICI Bank on September 23 2008 amendment dated September 102010 and valid till September 22 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 5 Bank Ltd September 222012
Director Town and Country Planing Chandigarh 111524000
September 222014
Director Town and Country Planing Chandigarh
6 The figures are as per audited accounts for the financial year ending March 31 2013
Page 31 0[60
--
----- --- - shyIssued by ICICI Bank on December 16 2010 and expiry date is Dec 15 2015 but we close it Haryana with ICICI Bank and a State fresh guarantee was Pollution
ING Vysya issued by ING Vysya Control January 6 Bank Ltd bank on 23012013 Board 5000000 142016 Bank Guarantee by the Company in respect of Spring Homes middot10043 Acres
Director Town and Country
ING Vysya Planing September 7 Bank Ltd September 32012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 8 Bank Ltd September 3 2012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 9 Bank Ltd September 32012 Chandigarh 13112500 22016
Director Town and Country
ING Vysya Planing September 10 Bank Ltd September 32012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 11 Bank Ltd September 3 2012 Chandigarh 14752500 22016 Bank Guarantee by the Company in respect of Carnation Residency Aster Court Aster Court premier amp Villas 33 -405 Acres
Director Town and Country
ICICI Bank Planing August 71 12 Limited August 8 2011 Chandigarh 21632230 2015
Director Town and Country
ICICI Bank Planing August 7 13 Limited August 8 2011 Chandigarh
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Note ~
10 Bank Guarantee of 35 Crore is issued by ING Vysya Bank 2 ING Vysya Bank has given counter guarantee against BG of 21632230
amp 5062500 issued for Aster Court Carnation Residency Aster Court Premier amp Villas 33 ING has given counter guarantee for 62946450 amp 3750000 issued for OB8
3 In OB8 all payment of EDC has been made so BG of 62946450 will be released which is already expired
4 Bank guarantee issued by ING Vysya bank is on 10 cash margin on fIxed deposit
5 Security offered against 35 Cr Bank guarantees issued by ING Vysya Bank is following
Orris HQ(J-I0S DLF Phase-II(Gurgaon)-Given as collateral security Janakpuri (C-3260 New Delhi)-Given as collateral security
4 Particulars of debt securities issued (i) for consideration other than cash whether in whole or in part (ii) at premium or discount or (iii) in pursuance of an option
The Company confIrms that save and except the following given below company has not issued any debt securities (i) for consideration other than cash whether in whole or in part (ii) at premium or discount or (iii) in pursuance of an option
bull NCD-I at discount
bull NCD-II at discount bull OCD in pursuance of an option
5 Servicing behavior on existing debt securities payment of due interest on due dates on term loans and debt securities
The Company hereby confIrms that
1 it has been servicing all its principal and interest on time and there has been no subsisting delay or default since its incorporation
Ii there is no subsisting default in repayment redemption of any of its borrowings nor has the Company affected any kind of roll over against any of its borrowings in the past
6 That the permissionconsent from the prior creditor for a second or pari passu charge being created in favor of the trustee to the proposed issue has been obtained
The existing mortgage over the Co~mercial Property s~all be ~leared~tT~l the Company and a no dues certifIcate shall be obtamed pnor ~~tMe -~0--o Deemed Date of Allotment Accordingly the Company hereby cott(rms 1
If) J -~ ~ 1( D gt~
Page 33 6 ~
that it does not require any consent permission to create security in relation to the Debentures as stipulated in this Information Memorandum Disclosure Document and the Security Documents
7 Any material eventdevelopment or change at time of issue or subsequent to the issue which may affect the issue or the Investors decision to invest continue to invest in the debt securities
Directors of the Company represent that there have been no material developments at the time of issue or subsequent to the issue which would materially and adversely affect or are likely to affect the business of the Company or the value of its assets or its ability to pay its liabilities
OTHER INFORMATION AND ISSUE PROCEDURE
The Debentures being offered as part of the Issue are subject to the provisions of the Act the Memorandum and Articles of Association of the Issuer the terms of this Information Memorandum Disclosure Document Application Form and other terms and conditions as may be incorporated in the Debenture Trust Deed and other Security Documents
Issue of Debentures in Dematerialised Form The Debentures will be issued in dematerialized form The necessary arrangements are being made with the Depositories for the issue of the Debentures in dematerialised form Investors will have to hold the Debentures in dematerialised form as per the provisions of Depositories Act 1996 The Company shall take necessary steps to credit the Debentures allotted to the depository account of the Investor
Trustee for the Debenture holder(s) The Issuer has appointed ILampFS Trust Company Limited to act as trustee for the Debenture holder(s) The Issuer and the Debenture Trustee intend to enter into the Debenture Trust Deed inter alia specifying the powers authorities and obligations of the Debenture Trustee and the Issuer The Debenture Trustee shall act based on the provisions of the Debenture Trust Deed The Debenture Trustee will at all times protect the interest of the Debenture holder(s) in accordance with the Debenture Trust Deed
Resignation and Removal of Debenture Trustee The Debenture Trustee and the Company declares that they shall not revoke the Trust hereby declared till the Debentures are redeemed in full The Debenture Trustee may at any time without assigning any reason and without being responsible for any loss or costs occasioned thereby resign as the Debenture Trustee provided that they shall continue to act as Debenture Trustee until a successor trustee is appointed by the Company The Debenture Trustee may also be removed by majority Debenture holders without assigning any reason as per Debenture Trust Deed
Sharing of Information The Issuer may with the written consent of the Debenture holder(s) exchange share or part with any financial or other information about the Debenture holder(s) available with the Issuer with its subsidiaries and affiliates and other banks financial institutions credit bureaus agencies statutory bodies as may be required
Debenture holder not a Shareholder Subject to the Debenture Trust Deed the Debenture holder(s) shall not be entitled to any right and privileges of shareholders other than those available
to them under the Act The Debentures shall not confer upon the Debentt5~r)(~IifI~
holders the right to receive notice(s) or to attend and to vote at any ge111- ~~ meeting(s) of the shareholders of the Issuer (5[ )~
r-)e i3 gt ~
Page 35 of 60--gt
Modification of Debentures or Information Memorandum Disclosure Document The Issuer may make modifications in the Information Memorandum Disclosure Document only upon receiving consent from the Debenture Trustee who in turn shall seek approval from majority Debenture holder(s)
Notices Any notice may be served by the Issuer upon the Debenture holders through post email fax or personal delivery addressed to such Debenture holder at his her registered address and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof All notice(s) to be given by the Debenture holder(s) shall be sent by post or email or fax or by hand delivery to the Issuer or to such persons at such address as may be notified by the Issuer from time to time through suitable communication and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof or at the expiry of the 3 rd day from the date such notice is dispatched whichever is earlier All correspondence regarding the Debentures should be marked Private Placement of Debentures
All notices from the Issuer shall be sent to the Debenture Trustee with copies to the Debenture Holders All notices to be sent by the Debenture Trustee to the Issuer andor the Promoters shall first be sent to the Debenture Holders for Debenture Holder Approval in terms of the Debenture Trust Deed The Debenture Trustee shall ensure and procure that any notice received by the Debenture Trustee from the Issuer andor the Promoters is shared by the Debenture Trustee with all the Debenture Holders of the Issuer within a period of 2 (two) Business Days from the date of receipt of such notice and in every event before the Debenture Trustee responds to such notice
Issue Procedure Only Eligible Investors as given hereunder may apply for the Debentures by completing the application form in the prescribed format as attached in Annexure 7 (Application Form) in BLOCK LETTERS in English as per the instructions contained therein The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the Application Form No application can be made for a fraction of a Debenture Application Forms should be duly completed in all respects and applications not completed in the said manner are liable to be rejected
The name of the applicants bank type of account and account number must be duly completed by the applicant This is required for the applicants own safety and these details will be printed on the refund orders and interest redemption payments c~~ F~~~gt
~ll ~~
~( ~ )~~Jy 11 ~
~ ~
Page 36 of60-~-~ ~
The Application Form must be accompanied by either demand draft(s) or cheque(s) drawn or made payable in favour of the Issuer or otherwise as may be set out in the Application Form and crossed Account Payee Only Cheque(s) or demand draft(s) may be drawn on any bank including a coshyoperative bank which is a member or a sub-member of the New Delhi Bankers Clearing House located If permitted the applicant may transfer payments required to be made in relation to any by electronic transfer of fundsRTGS to the bank account of the Issuer as per details mentioned in the Application Form
Application Procedure Eligible Investors will be invited to subscribe by way of the Application Form prescribed in the Information Memorandum Disclosure Document during the period between the Issue opening date and the Issue closing date (both dates inclusive)
Fictitious Application As a matter of abundant caution and although not applicable in the case of debentures attention of applicants is specially drawn to the provisions of sub-section (I) of Section 68A of the Act
Any person who (a) makes ina fictitious name an application to a company for acquiring or subscribing for any shares therein or (b) otherwise induces a company to allot or register any transfer of shares therein to him or any other person in a fictitious name shall be punishable with imprisonment for a term which may extend to five years
Basis ofAllotment The Investors will be required to remit the funds as well as submit the duly completed Application Form along with other necessary documents to Issuer by the Deemed Date of Allotment Deemed Date of Allotment for the Issue is 23-10-2013 by which date Investors would be intimated of allotment
Record Date The date falling seven days prior to the Due Date or if it happens to be a holiday then the immediately succeeding Business Day shall be the Record Date
Eligible Investors Only those Investors who have been addressed through a communication directly are eligible to apply No other Investor can apply All Investors are required to comply with the relevant regulationsguidelines applicable to them for investing in this issue of Debentures
Note Participation by potential Investors in the issue may be subject to statutory andor 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 ~egulatory requirements applicable t them inclu~i~~lctUi~ exchange controls and other requIrements Applicants ought to seek Independent l~~ -~lti and regulatory advice in relation to the laws applicable to them rtf ~t
Page 37 o~-) ~~
Application under Power of Attorney Original power of attorney or the relevant authority together with its certified true copy as the case may be along with the names and specimen signatures of all the authorized signatories and the tax exemption certificate document if any must be lodged at time of submission of the completed Application Form Further modifications additions in the power of attorney or authority should be notified to the Company at its registered office
Procedure for applying for Dematerialised Facility
I The applicant must have at least one beneficiary account with any of the Depository Participants of NSDLCDSL prior to making the application
2 The applicant must necessarily fill in the details (including the beneficiary account number and Depository Participants ID) appearing in the Application Form under the heading Details for Issue of Debentures in ElectronicDematerialised Form
3 Debentures allotted to an applicant will be credited directly to the applicants respective beneficiary account(s) with the Depository Participants
4 For subscribing to the Debentures names in the Application Form should be identical to those appearing in the account 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 in the Depository
5 Non-transferable allotment advicerefund orders will be directly sent to the applicant by the Registrar and Transfer Agent to the Issue
6 If incompleteincorrect details are given under the heading Details for Issue of Debentures in ElectronicDematerialised 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
7 For allotment of Debentures the address nomination details and other details of the applicant as registered with hisher DP shall be used for all correspondence with the applicant The applicant is therefore responsible for the correctness of hisher demographic details given in the Application Form vis-a-vis those with hisher Depository Participant In case the information is incorrect or insufficient the Issuer would not be liable for the losses if any
8 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 t- ~gti)L~-~(i ~page380~ ~
~nmiddotmiddotmiddotmiddot-middotmiddotmiddotmiddot ~lt---plusmn
Documents to be provided by Eligible Investors
Investors need to submit the following documentation as applicable
Memorandum and Articles of Association or other constitutional documents
Resolution power of attorney authorising investment
Specimen signatures of the authorised signatories duly certified by an appropriate authority
bull SEBI registration certificate (if applicable)
Copy ofPAN Card to be submitted
bull Application fonn (including RTGS details)
Mode of Payment All payments must be made through cheque(s)draft(s)transfersRTGS as set out in the Application Form
Depository Arrangements The Company has appointed Skyline Financial Services Private Limited as the Registrar and Transfer Agent for the present Issue and the Company shall make necessary depository arrangements with CDSL and NSDL for issue and holding of Debentures in dematerialised form
List of Beneficiaries The Issuer shall request the Depositories to provide a list of beneficiaries as at the end of the relevant Record Date This shall be the list which will be used for payments of interest or repayment of redemption monies or any other amounts payable on the Debentures as the case may be
Effect of Holidays Should any of the dates defined above or elsewhere in this Information Memorandum Disclosure Document (except the Deemed Date of Allotment) fallon a day other than a Business Day the immediately succeeding Business Day shall be considered as the effective date(s) In case Record Date book closure date falls on a day other than a Business Day the Business Day the succeeding day shall be the record date book closure date
Tax Deduction at Source Tax as applicable under the Income Tax Act 1961 or any other statutory modification or re-enactment thereof will be deducted at source on the interest payable on the Debentures Tax exemption certificatedocumentform under section 193 of the Income Tax Act 1961 if any must be lodged at th~ Registered Office of th~ Issuer at least fiftee~~~middot(iJ2~~ (15) days before the relevant mterest payment becommg due (~ 1
i t IJ W7i$0 ~---Page 39 of 6O____~ti-----
Letters of Allotment The Issuer shall issue a Letter of Allotment to each Debenture holder on the Deemed Date of Allotment The Debentures will be subsequently credited in dematerialised form within 2 (two) Business Days from the Deemed Date of Allotment
Deemed Date of Allotment All the benefits under the Debentures will accrue to the Debenture holders from the date of receipt of the application monies The actual allotment may take place on a date other than the Deemed Date of Allotment
Refunds For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within seven days from the Deemed Date of Allotment of the Debentures 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
Joint Holders Where two or more persons are holders of any Debenture(s) they shall deem to hold the same as joint tenants with benefits of survivorship
Mode of Transfer Debentures shall be transferred subject to and in accordance with the rules procedure as prescribed by the NSDL CDSL Depository participant of the transferor transferee and any other applicable laws and the rules notified in respect thereof 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 Transferor shall give delivery instructions containing details of the transferees DP account in his depository participant
Succession In the event of demise of Debenture holder the Company will recognize the executor or administrator of the deceased Debenture holder or the holder of succession certificate or other legal representative as having title to the Debentures The Company shall not be bound to recognize such executor administrator or holder of the succession certificate or other legal representatives as having title to the Debentures unless such executor or administrator obtains probate or letter of administration or such holder is the holder of succession certificate or other legal representation as the case may be from a competent Court in India having jurisdiction over the matter The Company may in their absolute discretion where it thinks fit dispense with production of probate or letter of administration or succession ~--~gt
l
certificate or other legal representation in order to recognize such holder ~1 ~)t)
Page 40 of6~ Vv pound ~o-middot~-
bull ~f V
being entitled to the Debentures standing in the name of deceased Debenture holder on production of sufficient documentary proof or indemnity
Nomination In the event of however a deceased Debenture holder(s) having nominated any person entitled to be registered as the Debenture holder in the event of his death such nominee shall be registered as the Debenture holder in place of the deceased Debenture holder
Page 41 of 60 shy
OTHER REGULATORY AND STATUTORY DISCLOSURES
Stock Exchange Disclaimer Clause It is to be distinctly understood that filing of this Information Memorandum Disclosure Document with the Stock Exchange should not is any way be deemed or construed that the same has been cleared or approved by the Stock exchange The Stock Exchange does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue has been made or for the correctness of the statements made or opinions expressed in this Information MemorandumDisclosure Document
Listing Disclaimer The Debentures are proposed to be listed on the Wholesale Debt Market segment of the BSE The Company shall comply with the requirements of the listing agreement to the extent applicable to it on a continuous basis and shall complete all formalities relating to listing of the Debentures
Companys Disclaimer Clause The Company certifies that the disclosures made in this Information MemorandumDisclosure Document are generally adequate and III
conformity with SEBI Regulations Further the Company accepts no responsibility for statements made otherwise than in the Information MemorandumDisclosure Document or Security Documents or any other material issued by or at the instance of the Company and anyone placing reliance on any source of information other than this Information Memorandum Disclosure Document and the Security Documents would be doing at their own risk and the Company will not be liable for such reliance
Issue of Debentures in Dematerialised Form The Debentures will be issued only in dematerialized form The Issuer has made arrangements with the Depositories for the issue of the Debentures in dematerialized form Investors will have to hold the Debentures in dematerialized form as per the provisions of Depositories Act 1996
Consents ILampFS Trust Company Limited has given its written consent for its appointment as debenture trustee to the Issue under Regulations 4(4) of the SEBI Regulations and inclusion of its name in the form and context in which it appears in this Information Memorandum Disclosure Document __
4ti)~ ~ A )ro)
C
Page 42 of60
ANNEXURE 1 SUMMARY TERM SHEET
--------------------------------------------------------------------------- shyIssuer Orris Infrastructure Private Limited
Instrument Secured Cumulative Redeemable Non-Convertible Debentures
Total number of 200 NCDs Face Value ~ 10000000- (Rupees One Crore only) per Debenture
Issue Size ~ 2000000000- (Rupees Two Hundred Crores only)
Issue Price At its face value ie ~ 10000000- (Rupees One Crore only) per Debenture
Mode of Private Placement Placement Object of the The proceeds from the issue shall be utilized for the general Issue corporate purposes of the Company
Form of listed Dematerialised issuance Deemed Date of 23-10-2013 or any other date as decided by the Issuer Allotment
Tenor 48 (forty eight) months from the Deemed Date of Allotment
Redemption After expiry of the Moratorium Period the Issuer shall redeem the Debentures in equal monthly installments over a period of 33 (thirty three) months on each Due Date subject to premature redemption as permitted under the Debenture Trust Deed
Moratorium Period of 15 (Fifteen) months from the Deemed Date of Allotment Period Interest Rate Interest will be payable at the interest rate of 20 (Twenty percent)
per annum payable monthly on the Outstanding Amounts as per the Payment Schedule (refer Annexure 2 to this Information Memorandum Disclosure Document)
The first installment for interest payment shall also include an additional amount equivalent to 125 (one point two five percent) of the issue size (excluding any applicable taxes) to the Debenture holders in proportion to the Debentures held by them
Market Lot One (1) Debenture
Minimum Application
Early Repayment
Escrow Mechanism
------shy
Subject to the conditions specified in the Debenture Trust Deed (Premature Redemption) the Issuer shall have a onetime option to prematurely redeem in a single tranche and not exceeding 25 (twenty five) of the outstanding Debenture Principal Amount at any time after expiry of the 24 (twenty four) months from the Deemed Date of Allotment till the expiry of 30 (Thirty) months of the Deemed Date of Allotment (Premature Redemption Period) The Premature Redemption shall be exercised in a single tranche and shall be subject to fulfillment of each of the following conditions that the Company prematurely redeems Debentures equivalent to an amount in the multiples of ~ 50000000- (Rupees Five Crores Only) with the minimum amount being ~ 150000000- (Rupees Fifteen Crores Only) for redemption in excess of the amounts permitted for Premature Redemption as specified above the Issuer shall pay a premature redemption premium of 2 (two percent) on the amount being redeemed and paid by the Issuer plus applicable service tax or other statutory levy if any subject to deduction of income tax at the rate prescribed under the Income Tax Act 1961 (Premature Redemption Premium) subject to the Escrow Mechanism below the Issuer shall have the option to prematurely redeem the Debentures after the expiry of the Premature Redemption Period without paying any Premature Redemption Premium provided such amounts are in accordance with sub-clause (a) above and any redemption of Debentures by the Issuer in accordance with this Deed shall be proportionate redemption of all the Debentures together through reduction in face value of each Debenture Further the redemption of the Debentures may be carried out in accordance with the Escrow Mechanism mentioned below
All receivables from the Project will be deposited by the Company in an Escrow Account All monies deposited in the Escrow Account shall be utilized in following order Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal with respect to the Debentures Only upon satisfaction of the requirement of (1) and (2) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account towards withdrawal of upto ~ 900000000 (Rupees Ninety Crores only) by the Company After withdrawal of ~ 900000000 (Rupees Ninety Crores only) by the Company
Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal witl]_x~secttyct to
-_8f~~the Debentures (f~X-~~~
~ ) Page 44 amp1 ~____~i
--------------------------------------- -- -------------
Debt Service Reserve Account (DSRA)
Put Option
Issue open on
Issue closed on
Basis for Interest calculation
Listing
Depository
Credit Rating
Security
Only upon satisfaction of the requirement of (a) and (b) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account 60 (Sixty percent) of any further monies in the Escrow Account shall be used to accelerate the redemption of the Debentures and the remaining 40 shall be withdrawn by the Company
Shall mean an amount being not less than ~ 60000000 (Rupees Six Crores only) to be maintained by the Company in the Escrow Account at all times
In the event of a default as defined iIi the Debenture Trust Deed the Debenture Trustee (on instructions from the Debenture holders) can exercise a put option on the Promoters to buy back the entire outstanding Debentures
04-10-2013 or any other date as decided by the Issuer
23-10-2013 or any other date as decided by the Issuer
Interest payable on the Debentures shall accrue on a day to day basis and shall be computed on the basis of 365 (Three Hundred Sixty Five) days divided equally for each of the twelve calendar months
At the WDM segment of the BSE
NSDL and CDSL
ICRA B+ by ICRA Limited
The Debentures together with any interest accrued thereon and outstanding amounts Debenture Trustees remuneration and all costs charges expenses and all other monies due in respect of the Debentures shall be secured by
First and exclusive charge on all Project Receivables through the Deed of Hypothecation together with the Escrow Agreement and such charge will be superior to any other claims on the Project Receivables First and exclusive charge on all amounts lying to the credit of the Escrow Account under the Deed of Hypothecation First and exclusive charge by way of equitable mortgage on the Commercial Property (Mortgaged Property) through execution of a registered Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property in favour of the Debenture Trustee together with a declaration cum undertaking from CDPL declaring the creation of mortgage by deposit of titly-~Si~6d~~ the
I-SI ~~
Page 4~60
----------------------------------------------------------------------------------Commercial Property in terms of the memorandum of entry Equitable mortgage and exclusive charge over FSI equivalent to 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of the Commercial Project together with all the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
Exclusive charge over all the rights title interest benefits claims demands of any nature whatsoever of the Company under andor in respect of the CDPL Collaboration Agreements for development and construction of the Commercial Colony and the entire FSI in the Commercial Project along with proportionate undivided interest in the underlying land and without limitation the following the right to compel performance thereunder and to substitute or be substituted for the Company thereunder and to substitute and be substituted thereunder for the Company thereunder and to commence and conduct either in the name of the Company or in its own name or otherwise any proceedings against any person in respect of any breach of the CDPL Collaboration Agreements and all claims of the Company including in any proceedings against all or any such persons to any amounts owing to or received by the Company thereunder and the rights and benefits of all Approvals to the extent capable of assignment together with the right to further assign any of the CDPL Collaboration Agreements and such Approvals to any Person Pledge of shares representing the entire issued and paid up share capital of CDPL under the Deed of Pledge Personal Guarantee of Sh Vijay Gupta Sh Amit Gupta and Smt Kusum Gupta and Cheques
Security Creation The Security shall be created in the favour of the Debenture Trustee on or before the Deemed Date of Allotment
Representation The representations and warranties of the Company will be set out and Warranties in the Debenture Trust Deed
Event ofDefault All events of default as set out in the Debenture Trust Deed
Upon occurrence of such event of default Debenture Trustee shall (on instruction from the Debenture holders) issue a written notice of default to the Company and grant to the Company a cure period in accordance with the terms of Security Documents
The consequences of an event of default shall be governed_lgtY the provisions in the Security Documents and shall inclu9~~ayfu~i1t of
default interest and enforcement of the Security in the manner specified In the Security Documents including appointment of nominee director(s)
Default Interest An additional interest of 4 pa (four percent per annum) over and Rate above the Interest Rate (as defined hereinafter) (viz the default
interest rate shall be 24 (twenty four percent) payable in relation to the Debentures and the Outstanding Amounts payable In accordance with Security Documents
Registrar and Skyline Financial Services Private Limited Transfer Agent
Compliance All provisions clauses regulations specified by GOISEBIRoCBSE with respect to issue and listing of Redeemable and Secured Non-Convertible Debentures shall be complied with by the Company
Assignment Each Investor may transfer or dispose a part or the whole of its Transferability Debentures without the Companys consent
Governing Law The governing law will be the laws of India and the parties submit to and Jurisdiction the exclusive jurisdiction of the courts in Delhi
~-~---~-~
u c tL ~If) -~~-J bull (
Page 47 of60
ANNEXURE 2 PAYMENT SCHEDULE
Due date
Month 0
Last Day ofMonth 1
Last Day ofMonth 2
Last Day ofMonth 3
Last Day ofMonth 4
Last Day ofMonth 5
Last Day ofMonth 6
Last Day of Month 7
Last Day ofMonth 8
Last Day of Month 9
Last Day of Month 10
Last Day of Month 11
Last Day of Month 12
Last Day of Month 13
Last Day of Month 14
Last Day ofMonth 15
Last Day of Month 16
Last Day of Month 17
Last Day of Month 18
Last Day ofMonth 19
Last Day ofMonth 20
Last Day of Month 21
Last Day of Month 22
Last Day ofMonth 23
Last Day of Month 24
Last Day ofMonth 25
Last Day of Month 26
Last Day ofMonth 27
Outstandino D b t b
e en nre1 su )scrIptlOn amount
I dat mont I en
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
1939393939
1878787879
1818181818
1757575758
1696969697
1636363636
1575757576
1515151515
1454545455
1393939394
1333333333
1272727273
I nterest
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
32323232
31313131
30303030
29292929
28282828
27272727
26262626
25252525
24242424
23232323
22222222
Debenture Payment to I t D b tSll )SCrIP Ion e en nre
t H Idamoun 0 ers
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
60606061 93939394
60606061 92929293
60606061 91919192
60606061 90909091
60606061 89898990
60606061 88888889
60606061 87878788
60606061 86868687
60606061 85858586
60606061 84848485
60606061 83838384
60606061 8~~3 j()gt t~( S( )Page48~60
-
Due date su
Last Day of Month 28
Last Day of Month 29
Last Day of Month 30
Last Day of Month 31
Last Day ofMonth 32
Last Day of Month 33
Last Day of Month 34
Last Day of Month 35
Last Day of Month 36
Last Day of Month 37
Last Day of Month 38
Last Day of Month 39
Last Day of Month 40
Last Day of Month 41
Last Day of Month 42
Last Day of Month 43
Last Day of Month 44
Last Day ofMonth 45
Last Day of Month 46
Last Day of Month 47
Last Day of Tenor
Outstandino D b t b
b ~ t~n ure t SCrIp Ion amoun
t th da mon en
1212121212
1151515152
1090909091
1030303030
969696970
909090909
848484848
787878788
727272727
666666667
606060606
545454545
484848485
424242424
363636364
303030303
242424242
181818182
121212121
60606061
Debentme Payment to Interest subscription
t amoun Debenture
H ld0 ers
21212121 60606061 81818182
20202020 60606061 80808081
19191919 60606061 79797980
18181818 60606061 78787879
17171717 60606061 77777778
16161616 60606061 76767677
15151515 60606061 75757576
14141414 60606061 74747475
13131313 60606061 73737374
12121212 60606061 72727273
11111111 60606061 71717172
10101010 60606061 70707071
9090909 60606061 69696970
8080808 60606061 68686869
7070707 60606061 67676768
6060606 60606061 66666667
5050505 60606061 65656566
4040404 60606061 64646465
3030303 60606061 63636364
2020202 60606061 62626263
1010101 60606061 61616162
The interest payment on the first Due Date shall vary depending on the date onwh~h the
application monies for Debentures arc received til 1~~1
1bull kAij~ lt laquo~~gt ~
-
--
Page 49 of60
ANNEXURE 3
UNDERTAKING BY THE COMPANY
The Company undertakes that bull In the event the Debentures are issued in physical form the Company
shall use a common form of transfer
bull It will provide on a half yearly basis a compliance certificate duly certified by the Debenture Trustee to the Debenture holders in respect of compliance with the terms and conditions of Issue as contained in this Information Memorandum Disclosure Document and
bull Every credit rating obtained shall be periodically reviewed by the Credit Rating Agency and any revision in the rating shall be promptly disclosed by the Company to the Stock Exchange Any change in rating shall be promptly disseminated to Debenture holders and prospective Investors in such manner as the BSE may determine from time to time All information and reports on the Debentures including compliance reports filed by the Company and the Debenture Trustee shall be disseminated to the Debenture holders and the general public by placing them on the website of the Company and shall through the Debenture Trust Deed request the Debenture Trustee to place the same on its website
bull The above Information Memorandum Disclosure Document IS
compliant with all disclosures required to be made for listing of senior non-convertible debentures on a private placement basis on a recognized stock exchange as specified in Schedule I under Regulation 21 of the Securities and Exchange Board of India (Issuing and Listing of Debt Securities) Regulations 2008
laquo~~(~I0~~ For o~InCr ~cture Private Limited
~~WIVijay~
(Chairman)
Page 50 of60
ANNEXURE 4
CREDIT RATING LETTER FROM ICRA LIMITED
Ie R A Limited
Ref DRAT2013-140-362
Mr Sanjay Aggarwal VP - Accounts amp raxation Orris Infrastructure Private Limited J-105 DLF Phase -II MG Road Gurgaon - 122002 Haryana
May 21 2013
Dear Sir
Rc ICRA-assigned Credit Rating for Rs 200 crore NCD Programmc of Orris Infrastructurc l)rivate Limited (instrument details in Annexure)
Please refer to your Rating Requisition dated May 112013 and the subsequent Rating Agreement of May 162013 for carrying out the rating of the aforesaid Bond Programme The Rating Committee
of ICRA after due consideration has assigned a [ICRAIB+ (pronounced as ICM B plus) rating
to the captioned Bond Programme
We would appreciate if you can sign on the duplicate copy of this letter and send it to us within 7
days from the date of this letter as confirmation about the use of the assigned rating The rationale
for assigning the above rating will be sent to you on receipt of your confirmation about the use of our rating as above Any intimation by you about the above rating to any BankerLending
AgencyGovernment AuthoritiesStock Exchange would constitute use of this rating by you
This rating is specific to the terms and conditions of the proposed issue as was indicated to us by you
and any change In the tenns or size of the issue would require the rating to be reviewed by us If
there is any change in the terms and conditions or size of the instrument rated as above the same must be brought to our notice before the issue of the instrument If there is nny such change after the
rating is assigned by us and confirmed to use by you it would be subject to our review and may result in change in the rating assigned
ICRA reserves the right to suspend withdraw or revise the above at any (ime on the basis of new information 01 unav~ilability of information or such other circumstances which ICRA believes may
have an impact on the rating assigned to you
The rating as aforesaid howeVer should not be treated as a recommendation to buy sell or hold the
bonds to be issued by you If the instrument rated as above is not issued by you within a period of 3
BuUding No 5 2 Floor TeL + 91 - 124 - 4545300 wOiosite wwwicraJn Tower A DLF cyber City Fax + 91 - 124 - 4050424 email infoicralndiacom Phase ll Gurgaon 122002
Regd Office 1105 Kailash Building 11 Floor 26 Kastuma Gandhi Marg NeW Delhi - 110001
RATING RES EAR eli INFORMATION
months from the date of this letter communicating the rating the same would stand withdrawn unless
revalidated before the expiry of 3 months
You arc required to forthwith inform us about any default or delay in repayment of intcrest or
principal amount of the instrument mtcd as above or any other debt instruments borrowing Y nu are also required to keep llS forthwith informed of any other devclopments which may have a direct
or indirect impact on the debt servicing capability of the company including any proposal for reshy
schedulement or postponement of the repayment programmes oCthe dues debts of the company with
any lendcr(s) investor(s)
You are required to inform us immediately as and when the borrowing limit for the instrument rated
as above or as prescribed by the regulatory authority (ies) is exceeded
We thank you for your kind cooperation extended during the course of the rating exercise Should
you require any clarification please do not hesitate to get in touch with us
With kind regards
Yours sincerely
for IeRA Limited
-- Iobit Inamdar S (Senior Vice President) (Analyst)
Page 52 of60
Annexure
Details of the bank limits rated by leRA (Rated on long term seale)
Page 53 of60
I eRA limited AIIA~fIiI ofMoltldyIInvllllttmI ~
Ref DRATfl013middot140middot3611
Date August 222013
MI Sanjay AggarwaJ VP - Accounts amp Taxation Orris Infrastructure Private Limited JmiddotIO5 DLF Phasemiddotll MG Road Gurgaonmiddot J22002 Haryana
Dear Sir
Re leRA ruting for Rs 2000 crote NCD Progrumme of Orris Infrastructure Private Umlted
This is with reference to your letter dated August 9 2013 for re-validating your rating for the Rs 200 erore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Boods programme ofyour company and last communicated to you vide QuI letter dated May 212013 stands The other terms and conditions for the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DlRAT12013middot 1410-362 dated May 2013 stands
With kind regards For lCRA Limited
(Senior Vice President)
T~middot + 91middot 124 bull ~ website VWW bulliCfSio fw + 91 124 -~ email info~middoticralndiagtcom
Page 54 of60
Ie R A Lim
Ref DfRAT2013-14O-364
Date October 03 2013
Mr Sanjay Aggarwal VP - Accounts amp Taxation Orris Infrastructure Private Limited J-105 DLF Phasemiddotmiddotll MG Road Gurgaon - 122002 Haryana
Dear Sir
Re ICRA rating for Rs 2000 crOTe NCD Programme of Orris Infrastructure Private Limited
This is with reference to your letter dated September 03 2013 for re-validating your rating for the Rs 200 crore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Bonds programrne of your company and last conununicated to you vide our letter dated August 22 2013 stands The other terrns and conditions fur the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DRATI2QI3middot 14()362 dated May WI3 stands
With kind regards For [eRA Limited
Vi (Senior Vice President)
Buildlng No 2 Iloot Tel + 81 124 - 4545300 websf1e WWWJCf8D
Tower A Cyber Oily Fax + 91 124 bull 4000424 ilImaH lnfoicralfldliLcof1
Phase II Gurgaonmiddot 1~
Regd Offictl noo iltailash Building i 1 Floor 26 KDtwoo Qandhi Marg New Delhi bull 110001
RATING RES EAR C H INfORMATION
Page 55 of60
ANNEXURE 5
CONSENT LETTER FROM DEBENTURE TRUSTEE
Ref No 1750 ITCL JUtmiddots I ru~1 Company Limilt~d
September 30 2013
Orris Infrastructure Private limited (Company) Jmiddot105 OLF PhaSe - 11 MG Road Gurgaon 122002
Kind Attention Mr Vljay Gupta Director
Sub listed Secured Redeemable Non Convertible Debentures (NCDs) aggregating to Rs 200 crs proposed to be issued by the Company on private placement basis
Dear Sirs
This is with reference to our discussion regarding appointment of ILampFS Trust Company limited (ITCL) as Debenture Trustee for the proposedlssue of listed Secured Redeemable NCDsof Rs 1 crore each aggregating to Rs 200 crs to ~ issued by the Company on private placement basis In this regard VIle do hereby give out consent to act as the Debenture Trustee subject to the Company agreeing to the following conditions
1 The Company agrees and undertakes to create the securities over such terms and conditions as detai~d in the signed Information Memorandum as submitted to us and execute the Debenture Trust Deed and other necessary security documents as required
2 The Company agrees amp undertakes to pay Debenture Trustees so long as they hold the office of the De~nture Trustee remuneration as stated in appointment letter dated July 30 2013 for the services as Debenture Trustee in addition to all legal travelling and other costS charges and expenses which the Debenture Trustee or their officers employees or agents rnayiocur in relation to execution of the Debenture Trust Deed and all other documents affecting the Security till the monies in respect of the Debentures have been fully paid-off and the requisite formalities for satisfaction of charge in aU respects have been complied with
3 The Company agrees ft undertakes to comply with the provisions of SEal (Debenture Trustees) Reguliltions 1993 SE61 (Issue and Listing of Debt Securitles) Regulations 2008 SEBICircutar No$EaIIlMOOfgtl1Sondl2oo911 105 dated 11052009 on Simplified Listing Agreement for Debt Securities read with the SEBl Circular No SEBIIIMDDOF-1 tBONDlClr-5120o9 dated the 16th November 2009 the Companies Act 19l)6 ilnd other applicable proviSions I circulars guidelines etc as applicable and amended from time to time and agrees to furnish to Trustees such information in terms of the same on regular basis
Sincerely For ILftFS Trust Company lilDi~d
lL__~~ ~ ~ ~~~ --- ~
Authorized Signatory
lUfFS Finru1 Centre PloINo C 22 G Block 5th Floor Bjr Kurio Complex Bandra (Eastl Mumbamiddotmiddot 40(K)SI INDIA
Bangalor( Office ILEtFSTru1 (ompally Ltdbull ALmiddotLalheef 151 Floor No 2Unioll Slreet Offlnanlry Raad Banglore 5hlX)OI INDIA
New Delhi Offire ILftFSTrusl (ompY tId Amiddot26a lsI Ploor Bhishm Pithamah Marg DefencfCoony New Delhi - 110024 INDIA
Kolkala Offilaquo ILftfSTrusl Company Ltd ILIIFS Constantia lnlflPor n Dr11 lIt Bramachari Street Kolkata bull 700017 INDIA
Page 56 of60
ANNEXURE 6
CONSENT LETTER FROM REGISTRAR AND TRANSFER AGENT i
Skyline Financial Serrr)ices Pvt Ltd SEBI REGISTERED CATEGORY1 REGk)IRARS ampSHARE TRANSfRAtgtENT D153A Ht Floor () nol Area Ph bullbullbullI New Dolhmiddot llO 020 1 9 middot1126812682 2S612~83 EmiddotmaI nOlltyhOaccrn tte-oSi$ wwwSiltyllnfHla_all1
August 29 2013
MrVlneel Kumar Gupta
Sr Manaler Secretarial
Orris InfraSlrucllJre Private Limited
Orris la M G Road
Gurgaoo - 1iG 002 (Hr)
Sub Consent to aet as Registrar to Issue and TfBllSfer Agent
DearSJr
Thls1s in reference 10 YOllr email datild AugJS1 29 2013 We hereby give our consent to act as 21
Registrar to IsSue and Transfer Agent for your propOSed issue of 1O - conveo1ibledebentures Of Rs
20000 Crore (jl1d our name IS Registrar to i$sueandShare Transfer agent may please be included in
Thanking you Y()ursfailhfufy
Vice- President
Page 57 0[60
--
-------
ANNEXURE 7
APPLICA TION FORM
ORRIS INFRASTRUCTURE PRIVATE LIMITED Registered Office RZ-D-5 Mahavir Enclave New Delhi 110045
Corporate Office 1-105 DLF Phase II Mehrauli Gurgaon Gurgaon -122002
Application No ___ Date
Dear Sirs
VWe have read and understood the terms and conditions of issue by Orris Infrastructure Private Limited of senior secured cumulative redeemable Non-Convertible Debentures of face value ~ 10000000 (Rupees One Crores only) having a coupon rate of 20 pa on a private placement basis on the face value aggregating to ~ 2000000000- (Rupees Two Hundred Crores only) (Debenture) contained in the Information Memorandum Disclosure Document dated __2013 VWe bind ourselves to the terms and conditions as contained in the Information Memorandum Disclosure Document and wish to apply for allotment of these Debentures The amount payable on application as shown below is remitted herewith On allotment please place myour name(s) on the Register of Debenture holder(s)
(Please read carefully the instructions on the next page before filling this form)
No of Debentures applied No in figures No in words for
Amount (~)
Detal s I 0 f payment ChequesDemand Date Drawn on Bank DraftlRTGS Details
Applicants Name amp Address in full (please use capital letters)
Pin Code Telephone I Fax Email
I Status Bankin~ Company ( ) Insurance Company ( ) Other ( ) (specify in case of others) Name of Authorized Signatory Designation Signatures Signatoty
Details of Bank Account Bank Name amp Branch Nature ofAccount Account No IFSCINEFT Code middot)---~1
-- --
Depository Details
I1We the undersigned want to hold the Debentures of the Company in the dematerialised fonn Details of myour Beneficiary Account are given below
Depository Participant Name - shy
DPID
Beneficiary Account Number shy
Name of the Applicant
() II We understand that in case of allotment of Debentures to my lour Beneficiary Account as mentioned above would be credited to the extent of Debentures allotted
Taxpayers PAN I GIR No IT CircleIW ardlDistrict ( ) Not Allotted
Tax Deduction Status () Fully ( ) Tax to be ()Yes ONo Exempt deducted at
Source
I1We hereby understand that the Company has not provided and will not provide any material or other infonnation regarding the Debentures except as included in the Infonnation Memorandum Disclosure Document
Signature of the Applicant _________________(Tear here)__________
ACKNOWLEDGEMENT SLIP
Application No Date -- shyReceived From
1shy----------------------~
By ChequelDemand DraftlRTGS No
drawn on towards application for ______ Debentures (Chequesl Demand Drafts are subject to realisation)
For Orris Infrastructure Pvt Ltd
For all further correspondence please contact INFRASTRUCTURE PRIVATE LIMITED Tel +91 124-4979200
Page 59 of60
10
INSTRUCTIONS
You must complete application in full in BLOCK LETTERS IN ENGLISH
2 Your Signatures should be made in English or in any of the Indian languages
3 Application forms duly completed in all respects together with high value Cheques Pay Order Demand Drafts must be lodged at the Orris Infrastructure Private Limited Corporate Office (as provided above)
4 Payments through RTGS shall be made as follows
Beneficiary Account name Orris Infrastructure Private Limited IFSC Code UTIB0000056 Bank Account No 056010200015303 Bank Axis Bank Ltd Branch Sec-14 Gurgaon
5 The Cheque(s)Demand Draft(s) of high value clearing zone should be drawn in favour of ORRIS INFRASTRUCTURE PVT LIMITED and crossed Ale payee only Cheque(s)Demand draft(s) may be drawn on any scheduled bank and payable at Delhi
6 Mr Vineet Gupta as authorised representative of the Company will issue the Acknowledgement Slip (appearing below the Application Form) as acknowledgement of receipt of applications No separate receipt will be issued
7 You should mention your Permanent Account Number or the GIR number allotted under Income- Tax Act 1961 and the Income-Tax CirclelWardlDistrict In case where neither the PAN nor GIR number has been allotted the fact of non-allotment should be mentioned in the application form in the space provided
8 The application would be accepted as per the terms of the issue outlined in the Information Memorandum Disclosure DOC~fii
r1- -~0 gt tl~~ ~gt
j )j~ (~~ ~O
~ shy
Page 60 of60
DEFINITIONS AND ABBREVIATIONS
Unless the context otherwise require the following terms shall have the meaning given below in this Information Memorandum Disclosure Document
Act The Companies Act 1956 (as amended from time to time)
Affiliates With respect to any Party means any Person (as hereinafter defined) which is a Holding Company (as hereinafter defined) or Subsidiary (as hereinafter defined) of that Party or any Person which directly or indirectly (i) Controls (as hereinafter defined) such Party (ii) is Controlled by such Party (iii) is Controlled by the same Person who directly or indirectly Controls such Party or (iv) is a Subsidiary of the same Person of which such Party is a Subsidiary or (v) in relation to a natural Person a Relative (as hereinafter defined) of such Person For the purposes of this definition the term Holding Company and the term Subsidiary shall have the meaning ascribed to them under Section 4 of the Act
AllotAllotmentAllotted Unless the context otherwise requires or implies the allotment of the Debentures pursuant to the Issue
Articles or AOA Articles of Association of the Company Application Form The form prescribed under this Information of
Memorandum to be used by an Investor to apply for subscription to the Debentures offered through this Issue
Board Board of Directors of the Company BSE Bombay Stock Exchange Limited Business Day A day (other than a Saturday or a Sunday) on which
scheduled commercial banks are open for normal banking business in New Delhi and Gurgaon
CDPL Cranes Developers Private Limited CDPL Promoters Orris Constructions Private Limited Orris Towers
Private Limited Orris Buildcon Private Limited and the Promoters
CDSL Central Depository Services (India) Limited CDPL Collaboration The collaboration agreements dated October 27 Agreements 2007 and July 1 2010 entered into between the
Company and CDPL in respect of the Commercial Property
Commercial Complex The commercial complex under the name of Orris Business Square being developed on the Commercial Property c
_shy
ir--~I~
-Commercial Property
Company IssuerOrris
Control or controlling or controlled by or under common control with
Credit Rating Agency
Crores Date of Allotment
Deemed Date of Allotment Debenture
Debenture Trustee Debenture Trust Deed
Deed of Hypothecation
Deed of Pledge
Default Interest Rate
Depository (ies) Director(s)
All that plece and parcel of freehold land admeasuring 95 acres situated in the revenue estate of Village Shikohpur Sector 82A Gurgaon Haryana Orris Infrastructure Private Limited a company incorporated under the Act with corporate identification number U70l09DL2006PTC151295 and having its registered office at RZ-D-5 Mahavir Enclave New Delhi -110045 Shall include the right to appoint majority of the directors or to control the management or policy decisions exercisable by a Person or Persons acting individually or in concert directly or indirectly including by virtue of their shareholding or management rights or shareholders agreements or voting agreements or in any other manner ICRA Limited or any other rating agency appointed by the Company from time to time 1 crore = 10 million The date on which the allotment of Debentures is made 23-10-2013 or any other date as decided by the Issuer 200 (two hundred) secured redeemable non-convertible debentures of ~ 10000000-(Rupees One Crore only) each of the Company issued to the Debenture Holders IL amp FS Trust Company Limited Debenture Trust Deed to be executed among the Company Debenture Trustee Promoters CDPL amp CDPL Promoters Deed of Hypothecation to be executed between the Company and the Debenture Trustee A deed to be executed between CDPL its shareholders and the Debenture Trustee for Pledge of shares representing the entire issued and paid up share capital of CDPL An additional interest of 4 pa (four percent per annum) over and above the Interest Rate (as defined hereinafter) (viz the default interest rate shall be 24 (twenty four percent) payable in relation to the Debentures and the Outstanding Amounts payable in accordance with Security Documents NSDL and CDSL Duly appointed Director for the time being of the Company ~~~~
--
c
Due Date
DTCP
EMI Event of Default
Escrow Agreement
Face Value
FSI Information Memorandum Disclosure Document
Interest Rate
Investor
Issue
ISIN
Memorandum MOA NSDL NCD Obligor(s)
Outstanding Amounts
Date on which any payment In respect of Debentures falls due ie the last day of each calendar month until the Debentures are not redeemed in full Director Town amp Country Planning Haryana Chandigarh Equal monthly installment All events of default as setout in the Security Documents Escrow Agreement to be executed among the Company Debenture Trustee and Promoters Face value of each Debenture being ~ 10000000shy(Rupees One Crore Only) Floor Space Index The information memorandumdisclosure document prepared by the Company in conformity with the SEBI Regulations and other applicable Law for the Debentures The Debentures of the Company shall carry an interest at the rate of 20 (Twenty Percent) per annum payable monthly on the Debentures and all Outstanding Amounts Such Person(s) who subscribes to the Debentures pursuant to the Issue or purchases the Debentures subsequently Issue of Debentures having aggregate face value of ~ 2000000000- (Rupees Two Hundred Crores only) to be issued by the Issuer pursuant to this Information Memorandum Disclosure Document
J
at the Face Value of ~ 10000000- (Rupees One Crore only) for each Debenture International Securities Identification Number Memorandum of Association of the Company National Securities Depository Limited Non-Convertible Debentures The Company and the Promoters are collectively referred to as the Obligors and individually as an Obligor Shall mean at any time the entire outstanding amount due in respect of the Debentures including the Debenture principal amount interest payable at the Interest Rate default interest payable at the Default Interest Rate Premature Redemption Premium (as defmed in Term Sheet in Annexure 1) fees costs charges and expenses (including any fees payable to the Debenture Trustee) and other
amounts pa~able in respect of the Debenture~10~ the TransactIOn Documents (~ lt)
-
-- Party PartIes
Payment Schedule
Person(s)
Personal Guarantees
Cheques
Promoters
Project
RBI
Registrar and Transfer Agent
The Debenture Trustee and the Obligor(s) are collectively referred to as the Parties and individually as a Party Means the schedule for payment of interest and principal installments towards the Debentures as provided m Annexure 2 to this Information Memorandum Disclosure Document Means and includes any natural person limited or unlimited liability company corporation (including any non-profit corporation) partnership (whether registered unregistered general limited or unlimited) sole proprietorship trust firm union unincorporated association joint venture joint stock company Hindu undivided family estate court tribunal agency Government ministry department commission self-regulatory organisation arbitrator board or other entity enterprise authority or business organisation whether or not required to be incorporated or registered under law or any agency or political subdivision thereof or any other entity that may be treated as a person under applicable Law Deed of personal guarantees to be provided by Mr Vijay Gupta Mr Amit Gupta Mrs Kusum Gupta Shall mean the undated cheques to be issued by the Company to the Debenture Trustee as security for the payments to be made under Debenture Trust Deed Mr Vijay Gupta Mr Amit Gupta Mr Sumit Gupta Mrs Kusum Gupta Mrs Mamta Gupta Mrs Pooja Gupta Mis Vijay Gupta (HUF) Mis Amit Gupta (HUF) and Mr Sumit Gupta (HUF)
Means the residential real estate project branded as Greenopolis being developed and sold by the Company on parcel of land admeasuring 47218 Acres as defined in the Debenture Trust Deed in accordance with a development agreement entered into with Three C Shelters Private Limited and all construction thereon present or future Reserve Bank of India Skyline Financial Services Private Limited
~~--------------------+~~~------~~--~-------------------~----~~ Record Date Shall mean the date falling seven days prior to the
Due Date or if it happens to be a holiday then the immediately succeeding Business Day shall be the Record Date ___ _
f--------------- shyROC The Registrar of Companies Delhi and Haryarlt~~I-raquo
------ shy
(21 V- S~ )~)
Page Nioo6~- -_ -~
------ -
RTGS Real Time Gross Settlement an electronic funds transfer facility provided by RBI
Rupees or ~ The lawful currency of India SEBI Securities and Exchange Board of India constituted
under the Securities and Exchange Board of India Act 1992 (as amended from time to time)
Security Documents Mean and include (i) Debenture Trust Deed (ii) Deed of Hypothecation (iii) Personal Guarantees (iv) Escrow Agreement (v) Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property (vi) declaration cum
I undertaking from CDPL declaring the creation of
I mortgage by deposit of title deeds of the Commercial Property in terms of the memorandum of entry (vii) Deed of Pledge in respect of the entire issued and paid up share capital of CDPL (ix) Cheques and (x) such other document as may be required and agreed upon between the Parties and executed from time to time
Transaction Documents Means and includes the Security Documents and this Information Memorandumj Disclosure Document
WDM Wholesale debt market segment of the BSE We us our Unless the context otherwise requires the
Company its subsidiaries and joint ventures if any
DISCLAIMERS
ISSUERS DISCLAIMER This Information Memorandumj Disclosure Document is neither a prospectus nor a statement in lieu of a prospectus The issue of Debentures proposed to be listed on the BSE is being made strictly on a private placement basis This Information Memorandumj Disclosure Document is not intended to be circulated to more than 49 persons This Information MemorandumjDisclosure Document is only meant for the Eligible Investors Multiple copies hereof given to the same entity shall be deemed to be given to the same person and shall be treated as such It does not constitute and shall not be deemed to constitute an offer or an invitation to subscribe to the Debentures to the public in general This Information Memorandumj Disclosure Document should not be construed to be a prospectus or a statement in lieu of prospectus under the Act
This Information Memorandumj Disclosure Document have been prepared in conformity with the SEBI (Issue and Listing of Debt Securities) Regulations 2008 as amended from time to time Therefore as per the applicable provisions copy of this Information Memorandumj Disclosure Document has not been filed or submitted to the SEBI for its review ~ltll0~ approval il bullbull ~
L~-( 2 I u I
pa~~L~9 ~-
This Information Memorandum Disclosure Document has been prepared to provide general information about the Issuer to potential Investor(s) Eligible Investors to whom it is addressed and who are willing and eligible to subscribe to the Debentures strictly on a private placement basis This Information Memorandum Disclosure Document does not purport to contain all the information that any potential Investor may require
Neither this Information Memorandum Disclosure Document nor any other information supplied in connection with the Debentures is intended to provide the basis of any credit or other evaluation and any recipient of this Information Memorandum Disclosure Document should not consider such receipt a recommendation to purchase any Debentures Each Investor contemplating purchasing any Debentures should make its own independent investigation of the financial condition and affairs of the Issuer and its own appraisal of the creditworthiness of the Issuer Potential Investors should consult their own financial legal tax and other professional advisors as to the risks and investment considerations arising from an investment in the Debentures and should possess the appropriate resources to analyze such investment and the suitability of such investment to such Investors particular circumstances The Issuer confirms that as of the date hereof this Information Memorandum Disclosure Document (including the documents incorporated by reference herein if any) is accurate in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements herein in the light of the circumstances under which they are made not misleading No person has been authorized to give any information or to make any representation not contained or incorporated by reference in this Information Memorandum Disclosure Document or in any material made available by the Issuer to any potential Investor pursuant hereto and if given or made such information or representation must not be relied upon as having been authorized by the Issuer
This Information Memorandum Disclosure Document and the contents hereof are restricted for only the intended recipient(s) Eligible Investors who have been addressed directly and specifically through a communication by the Company and only such recipient(s) Eligible Investors isare eligible to apply for the Debentures All Investors are required to comply with the relevant regulations guidelines applicable to them for investing in this Issue The contents of this Information Memorandum Disclosure Document are intended to be used only by those Investors to whom it is distributed It is not intended for distribution to any other person and should not be reproduced by the recipient
No invitation is being made to any persons other than those to whom application forms along with this Information Memorandum Disclosure Document being issued have been sent by or on behalf of the~~Any application by a person to whom the Information Memorandu~t~llisc~~~re
-f -t-I (n r-shy
~)~~ ~60( J~
Document has not been sent by or on behalf of the Issuer shall be rejected without assigning any reason
The Issuer does not undertake to update the Information Memorandum Disclosure Document to reflect subsequent events after the date of the Information Memorandum Disclosure Document and thus it should not be relied upon with respect to such subsequent events without first confirming its accuracy with the Issuer
The distribution of this Information Memorandum Disclosure Document and the offering and sale of the Debentures may be restricted by law in certain jurisdictions Person(s) into whose possession this Information Memorandum Disclosure Document comes are required to inform themselves about and to observe any such restrictions This Information Memorandum Disclosure Document does not constitute nor may it be used for or in connection with an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation No action is being taken to permit an offering of the Debentures or the distribution of this Information Meinorandum Disclosure Document in any such jurisdiction
This Information Memorandum Disclosure Document is strictly for a private placement and is only an information brochure for private use by the Eligible Investors Nothing in this Information Memorandum Disclosure Document shall constitute andor deem to constitute an offer or an invitation to an offer to the Indian public or any section thereof to subscribe for or otherwise acquire the Debentures Further since the Issue is being made on a private placement basis the provisions of Section 60 of the Act shall not be applicable and accordingly a copy of this Information Memorandum Disclosure Document has not been flIed with ROC or SEB
RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulflI its obligations in respect of the Debentures issued under this Information Memorandum Disclosure Document All of these factors are contingencies which mayor may not occur and the Issuer is not in a position to express a view on the likelihood of any such contingency occurring
In addition certain factors which are material for the purpose of assessing the market risks associated with the Debentures issued under the Information Memorandum Disclosure Document are also described below
The Issuer believes that the factors described below represent the principal risks inherent in investing in Debentures issued under the Informa~ Memorandum Disclosure Document but the inability of the Issuer yenlaquo~tfie
(~( )I)pagel~~i~
case may be to pay interest principal or other amounts on or in connection with any Debentures may occur for other reasons and the Issuer does not represent that the statements below regarding the risks of holding any Debentures are exhaustive Prospective Investors should also read the detailed information set out elsewhere in this Information MemorandumDisclosure Document and reach their own views prior to making any investment decision
The following are the risks envisaged by the management and Investors should consider the following risk factors carefully for evaluating the Company and its business before making any investment decision If any one of the following stated risks actually occurs the Companys business financial conditions and results of operations could suffer and therefore the value of the Companys debt securities could decline
Note Unless specified or quantified in the relevant risk factors the Company is not in a position to quantify the financial or other implications of any risk mentioned hereinbelow
bull Legality of Purchase A prospective Investor of the Debentures will be responsible for the lawfulness of the acquisition of the Debentures whether under the laws of the jurisdiction of its incorporation or the jurisdiction in which it operates or for compliance by that prospective Investor with any law regulation or regulatory policy applicable to it
bull A Slowdown in Economic Growth in India could Cause the Companys Business to Suffer The Companys performance and the quality and growth of its assets are necessarily dependent on the health of the overall Indian economy A slowdown in the Indian economy could adversely affect its business
bull Terrorist Attacks Civil Unrest and other Acts of Violence or War involving India and other Countries could Adversely Affect the Financial Markets and the Companys Business Terrorist attacks and other acts of violence or war may negatively affect the Indian markets and may also adversely affect the worldwide financial markets These acts may also result in a loss of business confidence In addition adverse social economic and political events in India could have a negative impact on the Company Such incidents could also create a greater perception that investment in Indian companies involves a higher degree of risk and could have an adverse impact on the Companys business
bull Uncertain Trading Markets and Liquidity Risk The Company cannot assure holders of the Debentures that a trading market for their Debentures will ever develop or be
Debenture holders may not be able to sell such Debentures readily or at prices that will enable them to realize their anticipated yield
bull The Company is Subject to Volatility in Cash Flows The Companys receipts from its customers are linked to the progress of construction on its projects and the creditworthiness of its customers Any delay in the receipts from its customers could impact the cash flows of the Company
bull Credit Risk Prospective Investors should be aware that receipt of any interest payment and principal amount on the Debentures is subject to the credit risk of the Issuer In the event that bankruptcy proceedings or composition scheme of arrangement or similar proceedings to avert bankruptcy are instituted by or against the Issuer the payment of sums due on the Debentures may be substantially reduced or delayed
bull Licences The Companys business requires grantrenewalextension of various licences approvals permissions from appropriate authorities under the applicable laws Any delay in grantrenewalextension of or refusal of appropriate authorities to grantrenewextend such licences approvals permissions could have an adverse impact on the business of the Company
bull MOUs and Collaboration Agreements The Company enters into MOUs collaboration agreement or other agreements to acquire title or land development rights with respect to certain lands for which the Company makes partial payments to land owners and Companys failure to meet the conditions of the MOUs collaboration agreements may adversely affect its business financial condition and results of operation
J
GENERAL INFORMATION
L Name and address of the Registered Office of the Company
Orris Infrastructure Private Limited RZ-D-5 Mahavir Enclave New Delhi 110045 Phone +91 1244979200 Fax +91 (0)124235329192 Email infoorrisin
2 Compliance Officer The details of person appointed to act as Compliance Officer for the purpose of this Issue is set out below
Vineet Gupta J-105 DLF Phase II Gurgaon 122002 Phone +91 124-4979200 Fax +91 11 2353291 Email vineetorrisin
3 Auditors
PR Kumar amp Company C-24 Safdarjung Development Area Main Aurbindo Marg New Delhi 110016 Phone +91 11 47118888 Fax +91 11 47118855 Email prkum~prkumarcom
4 Debenture Trustee
IL amp FS Trust Company Limited ILampFS Financial Centre 3rd Floor Plot No C-22 G Block Bandra Kurla Complex Bandra - East Mumbai - 400051 Phone +91 2226593810 Fax +91 2226533297 Email asstvicepresidentilfsindiacom
5 Registrar and Transfer Agent to the Issue
Skyline Financial Services Private Limited D-153 A 1st Floor Okhla Industrial Area Phase -I New Delhi 110020 Phone +91 11 30857575 Fax +91 11 30857562 Email adminskylinertacom~-t------
Page 13 of60tv))
-----~
6 Credit Rating Agency
ICRA Limited 1105 Kailash Building 11th Floor 26 Kasturba Gandhi Marg New Delhi 110001 Phone +91 11 2335794050 Fax +91 11 23357014 Email infoltq)icraindiacom
7 Details of Board of Directors
The following table sets forth details regarding the Companys Board of Directors as on the date of this Information Memorandum Disclosure Document
3260 Janakpuri New Delhi Managing Director 110058
Amit Gupta Joint- Managing Director C-3260 Janakpuri New Delhi 110058
None of the above Directors appear in the RBI defaulter list
Profile of Directors
Mr Vijay Gupta - Chairman and Managing Director Mr Gupta aged 55 years commerce graduate from Delhi University is a real estate veteran He has over 22 years of experience in handling Sale Leasing and management of land office buildings shopping centers residential and income generating properties and is a well-known name among known and building developers in the Northern India Mr Gupta has acted as Land consolidator and sold big land holdings to Builders and developers like D LF Vatika Sun City and several others in NCR region Mr Gupta has great credibility in the market for timely payment transparency and fair transaction
Mr Gupta has pioneered in providing real estate solutions to new age corporate and the IT Industry He has intricate knowledge and clear vision of the real estate sector He has helped in creating landmark structures in reflecting new standard of excellence in the real estate industry
Mr Vijay Gupta has negotiated and guided the company to enter into a very prestigious collaboration deal with DLF - the leading number one brand in development of real estate in India to develop 49288 acres of commercial land in the NCR region The company will get a great mileage from this agreement as besides the developed area the property will be Co-Branded as DLF ORRIS DLF has agreed to co brand the development due to this location advantage and future Prospects olt0Jcfl~
q~dj
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ImiddotJIiIMJff tlmiddotiAIIfiiJilIIfIii Mi rug ~IY_ ~icent
Mr Amit Gupta - Joint Managing Director Mr Amit Gupta son of Mr Vijay Gupta aged 32 years is young talented and has great business sense He has coordinated and developed several real estate projects in Gurgaon and adjoining areas Mr Amit Gupta has negotiated several land deals to the benefit of the company and is an expert in such deals
He is working out the details with architect to start the proposed housing project in the next couple of months He is in advance stage of negotiation for several other projects of the group
Mr Amit Gupta has a vision to make ORRIS a name to reckon with by providing real estate solutions to all and set bench mark constantly for itself and evolve a strategy of transparency and credibility
ISSUER PROFILE
1 Brief summary of Business Strength and Strategy Named after an extraordinary flower known for its fragrance Orris believes in leaving an everlasting fragrance in the minds of its customers stakeholders and society at large Orris is driven by passion and qUality At Orris we strive for perfection Our services range from real estate to energy from hospitality to education golf and much more Corporate social responsibility is embedded in our DNA Our journey is guided by a strong vision unshakable foundation and driven by quality and excellence service focused towards serving and offering our customers more than they expect Mr Vijay Gupta began his journey when he laid the foundation for Orris in 2008 His dream to usher India into a new era prompted him to found Orris From being a land consolidator and financier to starting his own real estate division he has come a long way scripting successes on his way Owing to his spectacular endeavors the company has been honored by the industry with the award prestigious Emerging Residential Infrastructure Company of Year 2010
Orris has had a great spell in the last three years Foundations for some of the ambitious projects were laid and a few have reached their finishing stage Apart from its foray into real estate Orris has made inroads into energy hospitality golf and education
At Orris we want to leave you with an everlasting experience Because you deserve the best Discover a fresh lease of quality life with Orris whether it is Real Estate Energy Hospitality Golf or Education We are passionate committed and driven
2 Main objects of the Company The main objects of the Company contained in its MOA are
bull To undertake and carry on the business of construction purchase sell and develop any type of property whether residential commercial industrial rural or urban whether belong to the company or any other person To develop erect and construct commercial properties buildings houses shopping centers and to carry out civil and construction work of every description and to improve repair renovate transfer charge assign let out hire sublet or sublease all type of lands plots buildings offices flats warehouses godown shops building banquet halls tenements and immovable properties whether freehold or lease hold of any nature and description
bull To carry on the business as owners builders developers promoters proprietors civil contractors of industrial commercial and residential properties colonies mills workshop buildings cinema houses and to deal in all kinds of immovable properties whether belonging to the company or not
bull To act as agent for purchasing selling and letting on hire land agricultural land and houses multi-stored commercial or residential building on commission basis To acquire land for the construction of multistoried buildings and to license the flats therein on suitable terms and conditions
bull To carry on the business of contractors dealers commission agents brokers consultants representatives and middlemen of properties To act as advisors andor consultants on all matters relating to the construction business town planning landscape architecture structural engineers and to prepare complete scheme drawings plans and estimates and to provide technical know-how in India or abroad
3 A brief history of the Company since inception
Incorporation details The Company was incorporated on July 26 2006 as a private limited company vide Certificate of Incorporation issued by Registrar of Companies of National Capital Territory of Delhi amp Haryana bearing Corporate Identity Number U70 109DL2006PTC 151295
Authorized 50000000 Equity shares of ~ 10- each 500000000shyIssued Subscribed amp Paid Up 29790000 Equity shares of ~ 10- each
flleT HMMUCiiWAJMWPiiliMNiI JI-
Date of Increase Incorporation
September 52007
December 1 2007
July 25 2012
Alteration The authorized share capital of the Company at the time of incorporation was ~ 500000- (Rupees five lakhs only) divided into 50000 (fifty thousand) equity shares of~ 10- (Rupees ten only) each
The authorized share capital of the Company was increased from ~ 500000 - (Rupees five lakhs only) to ~ 10000000- (Rupees one crore only) divided into 1000000 (Ten Lakh) equity shares of ~ 10- (Rupees ten only) each
The authorized share capital of the Company was increased from ~ 10000000- (Rupees one Crores only) to ~ 100000000 - (Rupees ten crore only) divided into 10000000 (one crore) equity shares of ~ 10- (Rupees ten only) each
The authorized share capital of the Company was increased from ~ 100000000- (Rupees Ten Crores Only) divided into 10000000 equity shares of ~ 10- (Rupees Ten Only) each to ~ 500000000shy(Rupees Fifty Crores Only) divided into 50000000 equity shares of~ 10- (Rupees Ten Only)
Date of Allotment
July 26 2006
October 222007
January 9 2008
March 21 2009
June 26 2012
August 82012
March 16 2013
No of Shares and Face Value
10000 Shares of ~ 10 each
500000 Shares of ~ 10 each
800000 Shares of ~ 10 each
2000000 Shares of~ 10 each
1655000 Shares of~ 10 each
19860000 Shares of ~ 10 each
4965000 Shares of~ 10 each
Amount per
share 10
10
10
10
10
10
10
Capital (~)
100000shy
5000000shy
8000000shy
20000000shy
16550000shy
198600000shy
ubullbull _bullbullbull ~-~_______~__________________
Sr Name of No the
Shareholder
Vijay Gupta1
Amit Gupta2
Sumit 3 Gupta
Kusum 4 Gupta
Mamta 5 Gupta
Pooja Gupta6
Ms Vijay 7 Gupta (HUF)
Ms Amit 8 Gupta (HUF)
Ms Sumit 9 Gupta (HUF)
Address
C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058
C-3260 Janakpuri New Delhi 110058
C-3260JanakpuriNew Delhi 110058
C-3260 Janakpuri New Delhi 110058
2681100
2681100
2085300
2383200
2383200
2383200
5064300
5064300
5064300 10
No of Amount Type shares per of
Share Shares
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
Equity
4 Debt-equity ratio prior to and after issue of Debentures
(Amounts in~)
Debt 2652702404 4652702404 Equity 368205693 368205693 Debt-Equity Ratio 720 1264
1 The figures are as per provisional accounts for the [mancial period ending September 272013 The figures are as per provisional accounts for the financial period ending 27th September 2013 3114--bull
includes debenture issued 200 secured redeemable Non-Convertible Debenture of 2000000qQ9t~~(9~
(Rupees Two Hundred Crores only) to be raised through present Issue of Debentures f - ~ ~_ (5 ~I
Page 1~ ~~~~j ~~~-j5-~
2
FINANCIAL HIGHLIGHTS OF THE COMPANY 3
Provided below are highlights from March 31 2013 and March 312012
-
PARTICULARS
Shareholders Funds Share Capital Reserves and Surplus Non-Current Liabilities Long-Term Borrowings Other Long Term Liabilities Long Term Provisions Current Liabilities Short-Term Borrowings Trade Payables Other Current Liabilities Short-Term Provisions TOTAL Non-Current Assets Fixed assets (i) Tangible assets (ii) Intangible assets (iii) Capital work-in-progress
Non-current investments Deferred Tax Assets (Net) Long term loans and advances Current assets Inventories Trade Receivables Cash and Cash Equivalents Short-Term Loans and Advances TOTAL
Profit amp Loss Statement Income From Operations Expenditure Profit Before Tax Provision For Tax NET PROFIT
the Companys balance sheet as on
AS AT AS AT
31032013 31032012 -
(In t) (In t)
297900000 33100000 213213781 387605693
833881405 1163249172 113701597 104516080
3716055 2624152
1043912351 511881321 318959605 500619871
7230525889 6415810732 2987458 middot12901961
10058798141 9132308982
41142649 84146355 1804455 1364419
10535400 shy8181894 8298894 5484172 6174926
211337362 637591171
3033819766 2432400222 - 14337455
325475165 554273019 6421017278 5393722521
10058798141 9132308982
FY 2013 FY 2012 3813273647 2063682309
3670103696 1960640137 143169951 103042172 51380355 54143420
90408088 54024176
3 The above given figures are duly audited by auditors of the company
OFFER DETAILS
1 Details of debt securities issued and sought to be listed The securities proposed to be issued pursuant to this Information Memorandum Disclosure Document will be listed on WDM of the BSE
2 Nature of Instrument Senior Secured Cumulative Redeemable Non-Convertible Debentures issued on a private placement basis
3 The Issue size The Company proposes to issue 200 Secured Cumulative Redeemable Non-Convertible Debentures having Face Value of ~ 10000000shy(Rupees One Crores only) each having aggregate face value of ~ 2000000000- (Rupees Two Hundred Crores only)
4 Face Value Each Debenture has a face value of ~ 10000000- (Rupees One Crores only) per Debenture
5 Redemption The outstanding amount of the Debentures shall be repaid in monthly installments payable as per the Payment Schedule
Unless redeemed earlier m accordance with this Information Memorandum Disclosure Document and the terms of the Security Documents the Debentures shall stand redeemed on payment of the final installment as per the Payment Schedule The redemption shall apply to each Debenture uniformly Any redemption of Debentures by the Company shall be proportionate redemption of all the Debentures collectively through reduction in face value of each Debenture
In the event of a default as defined in the Debenture Trust Deed the Debenture Trustee (on instructions from the Debenture holders) can exercise a put option on the Promoters to buy back the entire outstanding Debentures
6 Tenor Forty Eight (48) months from the Deemed Date of Allotment ending on the last Due Date unless redeemed earlier in accordance with the terms of the Debenture Trust Deed
7 Interest Rate The Debentures will carry an interest at the rate of 20 (Twenty percent) per annum payable monthly (subject to deduction of tax at source if applicable at the rate prevailing from time to time under the provisions of the Income Tax Act 1961 or any other statutory modifications or reshyenactment thereof for which a certificate will be issued by the Company-_ on the outstanding principal amount of Debentures and(other-~~
i ( y page~f )~
- -
-
Outstanding Amounts throughout the tenure of the Debentures till final redemption as per Payment Schedule
Interest payable on the Debentures shall accrue on a day to day basis and shall be computed on the basis of 365 (Three Hundred Sixty Five) days divided equally for each of the twelve calendar months
8 Payment Mechanism Payments towards interest and towards repayment of the outstanding amount of Debentures shall be made by way of drafts cheques credit through RTGS mechanism on the Due Dates to those Debenture holder(s) whose names appear on the list of beneficiaries provided by the Depositories to the Issuer Such payments shall be made from the Escrow Account in the manner specified in the Debenture Trust Deed The names would be as per the Depositories records on the relevant Record Date fixed for the purpose of such payments as provided in this
Information Memorandum Disclosure Document In case of those Debentures for which the beneficial owner is not identified by the Depository as on the Record Date the Issuer would keep in abeyance the payments till such time that the beneficial owner is identified by the Depository and conveyed to the Issuer whereupon the payments will be paid to the beneficiaries as identified
In case the Due Date falls on a day which is not a Business Day then the payment due shall be made on the succeeding Business Day
9 Security The principal amount of the Debentures together with any interest accrued thereon and other Outstanding Amounts Debenture Trustees remuneration and all costs charges expenses and all other monies due in respect of the Debentures and or under the Transaction Documents shall be secured by the Obligors by
a First and exclusive charge on all receivables from the Project through the Deed of Hypothecation together with the Escrow Agreement and such charge will be superior to any other claims on the Project receivables
b First and exclusive charge on all amounts lying to the credit of the Escrow Account under the Deed of Hypothecation
c First and exclusive charge by way of equitable mortgage on the Commercial Property (Mortgaged Property) through execution of a registered Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property in favour of the Debenture Trustee together with a declaration cum undertaking from CDPL declaring the creation of mortgage by deposit of title deeds of the Commercial Property in terms of the memorandum of entry
d Equitable mortgage and exclusive charge over FSI equivalent to 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of the Commercial Project together with all the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
e Exclusive charge over all the rights title interest benefits claims demands of any nature whatsoever of the Company under andor in respect of the CDPL Collaboration Agreements for development and construction of the Commercial Colony and the entire FSI in the Project along with proportionate undivided interest in the underlying land and without limitation the following
(i) the right to compel performance thereunder and to substitute or be substituted for the Company thereunder and to substitute and be substituted thereunder for the Company thereunder and
(ii) to commence and conduct either in the name of the Company or in its own name or otherwise any proceedings against any person in respect of any breach of the CDPL Collaboration Agreements and
(iii) all claims of the Company including in any proceedings against all or any such persons to any amounts owing to or received by the Company thereunder and
(iv) the rights and benefits of all Approvals to the extent capable of assignment together with the right to further assign any of the CDPL Collaboration Agreements and such Approvals to any Person
(v) Pledge of shares representing the entire issued and paid up share capital of CDPL under the Deed of Pledge
(vi) Personal Guarantee of Sh Vijay Gupta Sh Amit Gupta and Smt Kusum Gupta and
(vii) Cheques
CDPL has consented to creation of charge over the entire FSI to the extent of 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of t
The said security shall be created in favor of the Debenture Trustee on or by the Deemed Date of Allotment
Obligors will ensure that market value of the above mentioned security will be at all times equal to the face value of the outstand~icitZt~ Debentures tp ---YZoltgtl
lSI r~
i~ ~r)Page 22 oK~-_
~~-___i
10 Board Authority The private placement of Debentures under this Information Memorandum Disclosure Document is being made pursuant to the resolution of the Board of Directors of the Company at its meeting held on June 24 2013
11 Rating and rating rationale ICRA has assigned a ICRA B+ (pronounced as ICRA B plus) rating to debentures programme of the Company to the extent of ~
2000000000- (Rupees Two Hundred Crores only) vide letter ref no DRAT2013-140-362 on May 212013 and revalidated vide letter ref no DRAT2013-140-363 on August 222013 The long-term rating carries a stable outlook A copy of the rating letter and its rationale from ICRA is enclosed as Annexure 4_ to this Information Memorandum Disclosure Document
12 Details of utilisation of the Issue Proceeds Our Board of Directors certifies that the proceeds of the Issue of Debentures shall be utilized for the general corporate purposes of the Company
13 Minimum Number of Debentures for Subscription The application must be made for a minimum of one (1) Debenture and in multiple of one (1) Debenture thereafter There is no maximum limit on the application
14 Listing The Debentures are proposed to be listed on the WDM segment of the BSE the details of which are provided below
The Bombay Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400001 Phone 91 22 227212334 Fax 91 22 22721919
The COJpany shall make an application to the BSE to list the Debentures to be issued and allotted pursuant to this Information Memorandum Disclosure Document and shall take all necessary steps to complete all the formalities relating to listing of the Debentures within 15 (fifteen) days from the date of closure of the Issue Date If such permission is not granted by the BSE within 15 (fifteen) days from the date of closure of the Issue or where such permission is refused by the BSE before the expiry of the 15 (fifteen) days from the closure of the Issue the Company shall at the option of the Debenture holders repay with interest (at the applicable Interest Rate) all monies received by it If the Company fails to repay such monies within 5 (five) days after the Company becomes liable to repay it then the default interest (at the applicable Default Interest Rate) shall also apply to the amount payable
by the Company over and above the applicable interest iP~d (OS4( i~
Page 23~~ ~Sl-C ~-_-)to ~--i-~-~
In connection with listing of Debentures with BSE the Company hereby undertakes to comply with all requirements of the Act applicable SEBI rules and regulations including Securities and Exchange Board of India (Issue and listing of Debt Securities) Regulation 2008 and the listing agreement with BSE
15 Market Lot The minimum lot size for trading of the Debentures on the Stock Exchange is proposed to be one (1) Debenture
16 Underwriting of the Issue The present Issue of Debentures has not been underwritten
17 Tax Benefits The Debenture holder(s) are advised to consider in their own case the tax implications in respect of subscription to the Debentures after consulting their respective tax advisor
18 Governing Law The Debentures shall be construed to be governed in accordance with the laws of India Any dispute arising thereof will be subject to exclusive jurisdiction of the courts in Delhi Over and above the aforesaid terms and conditions the said Debentures shall be subject to the terms and conditions of the Security Documents
19 Debenture Redemption Reserve The Company hereby agrees and undertakes to create a debenture redemption reserve as per the provisions of the Security Documents the Act and the rules regulations notifications and circulars issued by the Ministry of Corporate Affairs and if during the currency of these presents any guidelines are formulated (or modified or revised) by the Central Government or any government agency or corporation having authority under Law in respect of creation of debenture redemption reserve applicable to the Debentures the Company shall duly abide by such guidelines and execute all such applicable supplemental letters agreements and deeds of modifications as may be statutorily required by the Debenture holders or the Debenture Trustee
20 Undertaking to use a Common Form of Transfer The issue of Debentures shall be made in dematerialized form only and no Debentures will be issued in physical form However the Company will use a common transfer form for physical holdings if at a later stage there is any holding in physical form due to the depository giving any Debenture holder the option to rematerialize the Debentures
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
The following contracts documents not being contracts entered into in the ordinary course of business carried on by the Company or entered into more than two years before the date of this Information Memorandum Disclosure Document which are or may be deemed material have been entered into by the Company These material contracts or documents may be inspected at the Registered Office of the Issuer from 1000 am to 100 pm on all working days from the date of this Information Memorandum Disclosure Document until the date of closure of this Issue
Material Contracts 1 Copy of the letter from Skyline Financial Services Private Limited to the
Company giving their consent to act as the Registrar and Transfer Agent to the Issue
2 Copy of letter from ILampFS Trust Company Limited to the Company giving their consent to act as the Debenture Trustee to the Issue
Material Documents L Memorandum and Articles of Association of the Company as amended
from time to time
2 Credit rating letter from ICRA Limited
3 Copy of Certificate oflncorporation of the Company dated July 262006
4 Certified true copy of the resolution dated June 24 2013 approving the issue of Debentures and creation of securities on the term and conditions stated in this Information Memorandum Disclosure Document
5 Copy of Tripartite Agreement dated 17-02-2011 between the Company the Registrar and Transfer Agent and the CDSL (Depository)and Copy of Tripartite Agreement dated 03-03-2011 between the Company the Registrar and Transfer Agent and the NSDL (Depository)
6 Copies of Audited Financials of the Company for the last three financial years
DISCLOSURE ON EXISTING FINANCIAL INDEBTNESS
1 Details of Secured Borrowings4
Ao The secured loans of the Company outstanding as on March 312013 is as follows
(Amount in f)
Details of Vehicle Loans Axis Bank October 27 1390055 EMI Start date- Hypothecated to Limited 2010 December 10 2010 Axis Bank (BMW) Closure date- Limited
November 10 2013 HDFC March 09 2472342 EMI Start Date Hypothecated to Bank 2012 April 052015 HDFC Bank Limited Closure Date - April Limited (BMW) 052015
None of the above loans is secured against any of the security (as detailed in Offer Details section above)
B The Secured Debentures of the Company outstanding as on March 312013 are as under
ILampFS Secured 17 Monthly 1 14th part of the first floor Trust Redeemable installment (without Roof Right) being 45 Company Non- pa s Start sq yards out of 180 sq yards of Limited Convertible date- the first floor constructed on
Debentures 2205201 free-hold land bearing plot No Series shy I of 1 RZ-D-5 First Floor Mahavir aggregate Closure Enclave New Delhi -110045 face value of dateshy admeasuring 180 sq yards out 2202201 ofkhasra number 8314 35000000 4 situated in the area of village 0- (Rupees Palam now known as Mahavir Thirty Five Enclave Block -D New Delhi-Crores) 110045 issued at a discount of 2 Mortgage assignment of all the 17513shy rights title and interest
4 The figures are as per the audited balance Sheet for the financial year ending March 31 2013
----- shy
(Rupees whatsoever of the Company in Seventeen to under andor in respect of Thousand the collaboration agreements Five dated 27102007 and Hundred 01072010 executed with CDPL and Thirteen for development and only) on the construction of the Commercial face value Complex and sale of FSI to the (being ~ extent of 625000 Sq Ft along 10000001- with proportionate interest in (Rupees Ten the underlying land inl of the Lakhs only)) Commercial Complex of each debenture 3 Out of the total sanctioned FSI
of 702871 Sq Ft of Commercial Complex mortgage and charge over FSI equivalent to 625000 Sq Ft including prorata share over all that piece and parcel of free hold land admeasuring 95 acres (approx located at Sector 82A Gurgaon Haryana India over which the Commercial Complex is proposed to constructedI developed together with proportionate buildings and structures thereon AND the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
4 Pledge of entire issued equity share capital of CDPL
5 Post-dated cheques
6 Personal Guarantee of the Promoter viz Mr Vijay Gupta
ILampFS Secured 17 Monthly 1 114th part of the first floor Trust Redeemable installment (without Roof Right) being 45 Company Non- pa s Start sq yards out of 180 sq yards 0 f Ltd Convertible date- the first floor constructed on
Debentures 1506201 free-hold land bearing plot No Series - II of 1 RZ-D-5 First Floo~ M~ct[~ aggregate Closure Enclave New DelhI -11
-_ ()-4~-----
ltshy -
---- ----- ---------------shyface value of date- admeasuring 180 sq yards out ~ 1505201 of khasra number 83 14 42500000 4 situated in the area of village 0- (Rupees Palam now known as Mahavir Forty Two Enclave Block -D New Delhi-Crares) Fifty 110045 Lakhs
2 Mortgage assignment of all theissued at a rights title and interestdiscount of ~ whatsoever of the Company in58065shyto under andor in respect of(Rupees Fifty the collaboration agreementsEight dated 27102007 andThousand 01072010 executed with CDPLSixty Five for development andOnly) on the construction of the Commercialface value Complex and sale of FSI to the(being ~ extent of 625000 Sq Ft along1000000 shywith proportionate interest in(Rupees Ten the underlying land in of theLakhs only)) Commercial Complexof each
debenture 3 Out of the total sanctioned FSI of702871 Sq Ft of Commercial Complex mortgage and charge over FSI equivalent to 625000 Sq Ft including prorata share over all that piece and parcel of free hold land admeasuring 95 acres (approx) located at Sector 82A Gurgaon Haryana India over which the Commercial Complex is proposed to constructed developed together with proportionate buildings and structures thereon AND the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
4 Pledge of entire issued equity share capital of CDPL
5 Post-dated cheques
---6 Personal Guarantee of the Promoter viz Mr Vijay(qtipta
1
IDEI Trusteeshi p services Limited
Secured Redeemable Optional Convertible Debentures of aggregate face value of
80000000 0- (Rupees Eighty Crore Only) on the face value (being 5000000shy(Rupees Fifty Lakhs only)) of each debenture
Qu art erly Co u po n Rat e of 55
The company shall be obliged to redeem the OCDs in four equal installment s starting from march 31 2014 over a period of 6 (six) financial quarters (the first such financial quarter ending on March 31 2014) such that the OCDs are completely redeemed on June 302015
(i) First sole amp exclusive charge by way of(a) equitable mortgage on the Mortgaged Security Property I and (b) equitable mortgage on the Mortgaged Security Property II
Mortgaged Security Property-I shall mean 23268 acres out of the larger property being the aggregate of 19218 acres (forming part of 25018 acres of land for which License is in place) and the 405 acres for which letter of intent is in place along with the proportionate floor space index and all present and future buildings and structures constructed thereon and all the rights title and interest of the Company and the concerned group housing project landowners over such property excluding 404 (four hundred and four) number of units constructedto be constructed over the aforesaid 19218 acres as more particularly detailed III the transaction documents
Mortgaged Security Property-II shall mean 696 acres out of the security property-II 1004 acres of acquired land in Sector 85 Gurgaon Haryana along with the proportionate floor space index and all present and future buildings and structures constructed thereon and all the rights title and interest of the Company and the concerned group housing project landowners over such property
(ii) first sole and exclusive charge on present and future basis by way of hypothecation on the relevant group housing _poject
-------------------------~----------~-----------------------------receivables from time to time and monies lying and credited into the escrow accounts at any point in time including any fIxed deposits created in accordance with the escrow account agreement out of such monies from time to time together with all and any interest accruing in respect thereof and
(iii) The issuance of personal guarantees by the Promoters in favour of IDBI guaranteeing the fulfIllment of the secured obligations
The NCD Series - I were fully redeemed on July 272013
2 Details of Unsecured Borrowings5
The unsecured loans of the Company outstanding as on March 31 2013 follows
(in ~)
Loan from Body Corporate Flair Exports Pvt Ltd Seh Realtors Pvt Ltd Citland Commercial and Credits Ltd Delhi Brass and Metal Works Pvt Ltd Span India Pvt Ltd Loan Directors Shareholders and their Relatives Amit Gupta-Loan Taken Vijay Gupta (Loan Taken) Amit Gupta (HUF) Green Bay Infrastructure Pvt Ltd Kusum Gupta Mamta Gupta Pooja Gupta Vijay Gupta(HUF)
5000000000 10000000000 16670000000 6670000000
11670000000
2850848000 7929999985
20000000 32146887100
2466000000 5625400000 3250000000
92100000
5 The figures are as per audited financial for the financial year ending March 31 2013
Page 300[60
3 Details of Bank Guarantee6
Bank Guarantee by the Company in respect of Orris Business Square - 95 Acres
ICICI Bank 1 Limited June 182010
Issued by ICICI Bank June 182010 and Valid till October 28 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 2 Bank Ltd Jan 03 2013
ICICI Bank 3 Limited February 232011
Director Town and Country Planning Chandigarh
Director Town and Country Planning Chandigarh Haryana State Pollution Control Board
62946450 October 282012
5938000 October 272014
3750000 February 222016
Bank Guarantee by the Company in respect of Carnation Residency Aster Court Aster Court premier amp Villas 33 -25018 Acres
Issued by ICICI Bank on September 232008 amendment dated September 102010 and valid till September 22 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 4 Bank Ltd September 222012
Issued by ICICI Bank on September 23 2008 amendment dated September 102010 and valid till September 22 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 5 Bank Ltd September 222012
Director Town and Country Planing Chandigarh 111524000
September 222014
Director Town and Country Planing Chandigarh
6 The figures are as per audited accounts for the financial year ending March 31 2013
Page 31 0[60
--
----- --- - shyIssued by ICICI Bank on December 16 2010 and expiry date is Dec 15 2015 but we close it Haryana with ICICI Bank and a State fresh guarantee was Pollution
ING Vysya issued by ING Vysya Control January 6 Bank Ltd bank on 23012013 Board 5000000 142016 Bank Guarantee by the Company in respect of Spring Homes middot10043 Acres
Director Town and Country
ING Vysya Planing September 7 Bank Ltd September 32012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 8 Bank Ltd September 3 2012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 9 Bank Ltd September 32012 Chandigarh 13112500 22016
Director Town and Country
ING Vysya Planing September 10 Bank Ltd September 32012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 11 Bank Ltd September 3 2012 Chandigarh 14752500 22016 Bank Guarantee by the Company in respect of Carnation Residency Aster Court Aster Court premier amp Villas 33 -405 Acres
Director Town and Country
ICICI Bank Planing August 71 12 Limited August 8 2011 Chandigarh 21632230 2015
Director Town and Country
ICICI Bank Planing August 7 13 Limited August 8 2011 Chandigarh
---shy5062~~t ~~015
6ltC [-I_i ~~-
I cel i Ieshy -
Note ~
10 Bank Guarantee of 35 Crore is issued by ING Vysya Bank 2 ING Vysya Bank has given counter guarantee against BG of 21632230
amp 5062500 issued for Aster Court Carnation Residency Aster Court Premier amp Villas 33 ING has given counter guarantee for 62946450 amp 3750000 issued for OB8
3 In OB8 all payment of EDC has been made so BG of 62946450 will be released which is already expired
4 Bank guarantee issued by ING Vysya bank is on 10 cash margin on fIxed deposit
5 Security offered against 35 Cr Bank guarantees issued by ING Vysya Bank is following
Orris HQ(J-I0S DLF Phase-II(Gurgaon)-Given as collateral security Janakpuri (C-3260 New Delhi)-Given as collateral security
4 Particulars of debt securities issued (i) for consideration other than cash whether in whole or in part (ii) at premium or discount or (iii) in pursuance of an option
The Company confIrms that save and except the following given below company has not issued any debt securities (i) for consideration other than cash whether in whole or in part (ii) at premium or discount or (iii) in pursuance of an option
bull NCD-I at discount
bull NCD-II at discount bull OCD in pursuance of an option
5 Servicing behavior on existing debt securities payment of due interest on due dates on term loans and debt securities
The Company hereby confIrms that
1 it has been servicing all its principal and interest on time and there has been no subsisting delay or default since its incorporation
Ii there is no subsisting default in repayment redemption of any of its borrowings nor has the Company affected any kind of roll over against any of its borrowings in the past
6 That the permissionconsent from the prior creditor for a second or pari passu charge being created in favor of the trustee to the proposed issue has been obtained
The existing mortgage over the Co~mercial Property s~all be ~leared~tT~l the Company and a no dues certifIcate shall be obtamed pnor ~~tMe -~0--o Deemed Date of Allotment Accordingly the Company hereby cott(rms 1
If) J -~ ~ 1( D gt~
Page 33 6 ~
that it does not require any consent permission to create security in relation to the Debentures as stipulated in this Information Memorandum Disclosure Document and the Security Documents
7 Any material eventdevelopment or change at time of issue or subsequent to the issue which may affect the issue or the Investors decision to invest continue to invest in the debt securities
Directors of the Company represent that there have been no material developments at the time of issue or subsequent to the issue which would materially and adversely affect or are likely to affect the business of the Company or the value of its assets or its ability to pay its liabilities
OTHER INFORMATION AND ISSUE PROCEDURE
The Debentures being offered as part of the Issue are subject to the provisions of the Act the Memorandum and Articles of Association of the Issuer the terms of this Information Memorandum Disclosure Document Application Form and other terms and conditions as may be incorporated in the Debenture Trust Deed and other Security Documents
Issue of Debentures in Dematerialised Form The Debentures will be issued in dematerialized form The necessary arrangements are being made with the Depositories for the issue of the Debentures in dematerialised form Investors will have to hold the Debentures in dematerialised form as per the provisions of Depositories Act 1996 The Company shall take necessary steps to credit the Debentures allotted to the depository account of the Investor
Trustee for the Debenture holder(s) The Issuer has appointed ILampFS Trust Company Limited to act as trustee for the Debenture holder(s) The Issuer and the Debenture Trustee intend to enter into the Debenture Trust Deed inter alia specifying the powers authorities and obligations of the Debenture Trustee and the Issuer The Debenture Trustee shall act based on the provisions of the Debenture Trust Deed The Debenture Trustee will at all times protect the interest of the Debenture holder(s) in accordance with the Debenture Trust Deed
Resignation and Removal of Debenture Trustee The Debenture Trustee and the Company declares that they shall not revoke the Trust hereby declared till the Debentures are redeemed in full The Debenture Trustee may at any time without assigning any reason and without being responsible for any loss or costs occasioned thereby resign as the Debenture Trustee provided that they shall continue to act as Debenture Trustee until a successor trustee is appointed by the Company The Debenture Trustee may also be removed by majority Debenture holders without assigning any reason as per Debenture Trust Deed
Sharing of Information The Issuer may with the written consent of the Debenture holder(s) exchange share or part with any financial or other information about the Debenture holder(s) available with the Issuer with its subsidiaries and affiliates and other banks financial institutions credit bureaus agencies statutory bodies as may be required
Debenture holder not a Shareholder Subject to the Debenture Trust Deed the Debenture holder(s) shall not be entitled to any right and privileges of shareholders other than those available
to them under the Act The Debentures shall not confer upon the Debentt5~r)(~IifI~
holders the right to receive notice(s) or to attend and to vote at any ge111- ~~ meeting(s) of the shareholders of the Issuer (5[ )~
r-)e i3 gt ~
Page 35 of 60--gt
Modification of Debentures or Information Memorandum Disclosure Document The Issuer may make modifications in the Information Memorandum Disclosure Document only upon receiving consent from the Debenture Trustee who in turn shall seek approval from majority Debenture holder(s)
Notices Any notice may be served by the Issuer upon the Debenture holders through post email fax or personal delivery addressed to such Debenture holder at his her registered address and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof All notice(s) to be given by the Debenture holder(s) shall be sent by post or email or fax or by hand delivery to the Issuer or to such persons at such address as may be notified by the Issuer from time to time through suitable communication and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof or at the expiry of the 3 rd day from the date such notice is dispatched whichever is earlier All correspondence regarding the Debentures should be marked Private Placement of Debentures
All notices from the Issuer shall be sent to the Debenture Trustee with copies to the Debenture Holders All notices to be sent by the Debenture Trustee to the Issuer andor the Promoters shall first be sent to the Debenture Holders for Debenture Holder Approval in terms of the Debenture Trust Deed The Debenture Trustee shall ensure and procure that any notice received by the Debenture Trustee from the Issuer andor the Promoters is shared by the Debenture Trustee with all the Debenture Holders of the Issuer within a period of 2 (two) Business Days from the date of receipt of such notice and in every event before the Debenture Trustee responds to such notice
Issue Procedure Only Eligible Investors as given hereunder may apply for the Debentures by completing the application form in the prescribed format as attached in Annexure 7 (Application Form) in BLOCK LETTERS in English as per the instructions contained therein The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the Application Form No application can be made for a fraction of a Debenture Application Forms should be duly completed in all respects and applications not completed in the said manner are liable to be rejected
The name of the applicants bank type of account and account number must be duly completed by the applicant This is required for the applicants own safety and these details will be printed on the refund orders and interest redemption payments c~~ F~~~gt
~ll ~~
~( ~ )~~Jy 11 ~
~ ~
Page 36 of60-~-~ ~
The Application Form must be accompanied by either demand draft(s) or cheque(s) drawn or made payable in favour of the Issuer or otherwise as may be set out in the Application Form and crossed Account Payee Only Cheque(s) or demand draft(s) may be drawn on any bank including a coshyoperative bank which is a member or a sub-member of the New Delhi Bankers Clearing House located If permitted the applicant may transfer payments required to be made in relation to any by electronic transfer of fundsRTGS to the bank account of the Issuer as per details mentioned in the Application Form
Application Procedure Eligible Investors will be invited to subscribe by way of the Application Form prescribed in the Information Memorandum Disclosure Document during the period between the Issue opening date and the Issue closing date (both dates inclusive)
Fictitious Application As a matter of abundant caution and although not applicable in the case of debentures attention of applicants is specially drawn to the provisions of sub-section (I) of Section 68A of the Act
Any person who (a) makes ina fictitious name an application to a company for acquiring or subscribing for any shares therein or (b) otherwise induces a company to allot or register any transfer of shares therein to him or any other person in a fictitious name shall be punishable with imprisonment for a term which may extend to five years
Basis ofAllotment The Investors will be required to remit the funds as well as submit the duly completed Application Form along with other necessary documents to Issuer by the Deemed Date of Allotment Deemed Date of Allotment for the Issue is 23-10-2013 by which date Investors would be intimated of allotment
Record Date The date falling seven days prior to the Due Date or if it happens to be a holiday then the immediately succeeding Business Day shall be the Record Date
Eligible Investors Only those Investors who have been addressed through a communication directly are eligible to apply No other Investor can apply All Investors are required to comply with the relevant regulationsguidelines applicable to them for investing in this issue of Debentures
Note Participation by potential Investors in the issue may be subject to statutory andor 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 ~egulatory requirements applicable t them inclu~i~~lctUi~ exchange controls and other requIrements Applicants ought to seek Independent l~~ -~lti and regulatory advice in relation to the laws applicable to them rtf ~t
Page 37 o~-) ~~
Application under Power of Attorney Original power of attorney or the relevant authority together with its certified true copy as the case may be along with the names and specimen signatures of all the authorized signatories and the tax exemption certificate document if any must be lodged at time of submission of the completed Application Form Further modifications additions in the power of attorney or authority should be notified to the Company at its registered office
Procedure for applying for Dematerialised Facility
I The applicant must have at least one beneficiary account with any of the Depository Participants of NSDLCDSL prior to making the application
2 The applicant must necessarily fill in the details (including the beneficiary account number and Depository Participants ID) appearing in the Application Form under the heading Details for Issue of Debentures in ElectronicDematerialised Form
3 Debentures allotted to an applicant will be credited directly to the applicants respective beneficiary account(s) with the Depository Participants
4 For subscribing to the Debentures names in the Application Form should be identical to those appearing in the account 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 in the Depository
5 Non-transferable allotment advicerefund orders will be directly sent to the applicant by the Registrar and Transfer Agent to the Issue
6 If incompleteincorrect details are given under the heading Details for Issue of Debentures in ElectronicDematerialised 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
7 For allotment of Debentures the address nomination details and other details of the applicant as registered with hisher DP shall be used for all correspondence with the applicant The applicant is therefore responsible for the correctness of hisher demographic details given in the Application Form vis-a-vis those with hisher Depository Participant In case the information is incorrect or insufficient the Issuer would not be liable for the losses if any
8 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 t- ~gti)L~-~(i ~page380~ ~
~nmiddotmiddotmiddotmiddot-middotmiddotmiddotmiddot ~lt---plusmn
Documents to be provided by Eligible Investors
Investors need to submit the following documentation as applicable
Memorandum and Articles of Association or other constitutional documents
Resolution power of attorney authorising investment
Specimen signatures of the authorised signatories duly certified by an appropriate authority
bull SEBI registration certificate (if applicable)
Copy ofPAN Card to be submitted
bull Application fonn (including RTGS details)
Mode of Payment All payments must be made through cheque(s)draft(s)transfersRTGS as set out in the Application Form
Depository Arrangements The Company has appointed Skyline Financial Services Private Limited as the Registrar and Transfer Agent for the present Issue and the Company shall make necessary depository arrangements with CDSL and NSDL for issue and holding of Debentures in dematerialised form
List of Beneficiaries The Issuer shall request the Depositories to provide a list of beneficiaries as at the end of the relevant Record Date This shall be the list which will be used for payments of interest or repayment of redemption monies or any other amounts payable on the Debentures as the case may be
Effect of Holidays Should any of the dates defined above or elsewhere in this Information Memorandum Disclosure Document (except the Deemed Date of Allotment) fallon a day other than a Business Day the immediately succeeding Business Day shall be considered as the effective date(s) In case Record Date book closure date falls on a day other than a Business Day the Business Day the succeeding day shall be the record date book closure date
Tax Deduction at Source Tax as applicable under the Income Tax Act 1961 or any other statutory modification or re-enactment thereof will be deducted at source on the interest payable on the Debentures Tax exemption certificatedocumentform under section 193 of the Income Tax Act 1961 if any must be lodged at th~ Registered Office of th~ Issuer at least fiftee~~~middot(iJ2~~ (15) days before the relevant mterest payment becommg due (~ 1
i t IJ W7i$0 ~---Page 39 of 6O____~ti-----
Letters of Allotment The Issuer shall issue a Letter of Allotment to each Debenture holder on the Deemed Date of Allotment The Debentures will be subsequently credited in dematerialised form within 2 (two) Business Days from the Deemed Date of Allotment
Deemed Date of Allotment All the benefits under the Debentures will accrue to the Debenture holders from the date of receipt of the application monies The actual allotment may take place on a date other than the Deemed Date of Allotment
Refunds For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within seven days from the Deemed Date of Allotment of the Debentures 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
Joint Holders Where two or more persons are holders of any Debenture(s) they shall deem to hold the same as joint tenants with benefits of survivorship
Mode of Transfer Debentures shall be transferred subject to and in accordance with the rules procedure as prescribed by the NSDL CDSL Depository participant of the transferor transferee and any other applicable laws and the rules notified in respect thereof 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 Transferor shall give delivery instructions containing details of the transferees DP account in his depository participant
Succession In the event of demise of Debenture holder the Company will recognize the executor or administrator of the deceased Debenture holder or the holder of succession certificate or other legal representative as having title to the Debentures The Company shall not be bound to recognize such executor administrator or holder of the succession certificate or other legal representatives as having title to the Debentures unless such executor or administrator obtains probate or letter of administration or such holder is the holder of succession certificate or other legal representation as the case may be from a competent Court in India having jurisdiction over the matter The Company may in their absolute discretion where it thinks fit dispense with production of probate or letter of administration or succession ~--~gt
l
certificate or other legal representation in order to recognize such holder ~1 ~)t)
Page 40 of6~ Vv pound ~o-middot~-
bull ~f V
being entitled to the Debentures standing in the name of deceased Debenture holder on production of sufficient documentary proof or indemnity
Nomination In the event of however a deceased Debenture holder(s) having nominated any person entitled to be registered as the Debenture holder in the event of his death such nominee shall be registered as the Debenture holder in place of the deceased Debenture holder
Page 41 of 60 shy
OTHER REGULATORY AND STATUTORY DISCLOSURES
Stock Exchange Disclaimer Clause It is to be distinctly understood that filing of this Information Memorandum Disclosure Document with the Stock Exchange should not is any way be deemed or construed that the same has been cleared or approved by the Stock exchange The Stock Exchange does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue has been made or for the correctness of the statements made or opinions expressed in this Information MemorandumDisclosure Document
Listing Disclaimer The Debentures are proposed to be listed on the Wholesale Debt Market segment of the BSE The Company shall comply with the requirements of the listing agreement to the extent applicable to it on a continuous basis and shall complete all formalities relating to listing of the Debentures
Companys Disclaimer Clause The Company certifies that the disclosures made in this Information MemorandumDisclosure Document are generally adequate and III
conformity with SEBI Regulations Further the Company accepts no responsibility for statements made otherwise than in the Information MemorandumDisclosure Document or Security Documents or any other material issued by or at the instance of the Company and anyone placing reliance on any source of information other than this Information Memorandum Disclosure Document and the Security Documents would be doing at their own risk and the Company will not be liable for such reliance
Issue of Debentures in Dematerialised Form The Debentures will be issued only in dematerialized form The Issuer has made arrangements with the Depositories for the issue of the Debentures in dematerialized form Investors will have to hold the Debentures in dematerialized form as per the provisions of Depositories Act 1996
Consents ILampFS Trust Company Limited has given its written consent for its appointment as debenture trustee to the Issue under Regulations 4(4) of the SEBI Regulations and inclusion of its name in the form and context in which it appears in this Information Memorandum Disclosure Document __
4ti)~ ~ A )ro)
C
Page 42 of60
ANNEXURE 1 SUMMARY TERM SHEET
--------------------------------------------------------------------------- shyIssuer Orris Infrastructure Private Limited
Instrument Secured Cumulative Redeemable Non-Convertible Debentures
Total number of 200 NCDs Face Value ~ 10000000- (Rupees One Crore only) per Debenture
Issue Size ~ 2000000000- (Rupees Two Hundred Crores only)
Issue Price At its face value ie ~ 10000000- (Rupees One Crore only) per Debenture
Mode of Private Placement Placement Object of the The proceeds from the issue shall be utilized for the general Issue corporate purposes of the Company
Form of listed Dematerialised issuance Deemed Date of 23-10-2013 or any other date as decided by the Issuer Allotment
Tenor 48 (forty eight) months from the Deemed Date of Allotment
Redemption After expiry of the Moratorium Period the Issuer shall redeem the Debentures in equal monthly installments over a period of 33 (thirty three) months on each Due Date subject to premature redemption as permitted under the Debenture Trust Deed
Moratorium Period of 15 (Fifteen) months from the Deemed Date of Allotment Period Interest Rate Interest will be payable at the interest rate of 20 (Twenty percent)
per annum payable monthly on the Outstanding Amounts as per the Payment Schedule (refer Annexure 2 to this Information Memorandum Disclosure Document)
The first installment for interest payment shall also include an additional amount equivalent to 125 (one point two five percent) of the issue size (excluding any applicable taxes) to the Debenture holders in proportion to the Debentures held by them
Market Lot One (1) Debenture
Minimum Application
Early Repayment
Escrow Mechanism
------shy
Subject to the conditions specified in the Debenture Trust Deed (Premature Redemption) the Issuer shall have a onetime option to prematurely redeem in a single tranche and not exceeding 25 (twenty five) of the outstanding Debenture Principal Amount at any time after expiry of the 24 (twenty four) months from the Deemed Date of Allotment till the expiry of 30 (Thirty) months of the Deemed Date of Allotment (Premature Redemption Period) The Premature Redemption shall be exercised in a single tranche and shall be subject to fulfillment of each of the following conditions that the Company prematurely redeems Debentures equivalent to an amount in the multiples of ~ 50000000- (Rupees Five Crores Only) with the minimum amount being ~ 150000000- (Rupees Fifteen Crores Only) for redemption in excess of the amounts permitted for Premature Redemption as specified above the Issuer shall pay a premature redemption premium of 2 (two percent) on the amount being redeemed and paid by the Issuer plus applicable service tax or other statutory levy if any subject to deduction of income tax at the rate prescribed under the Income Tax Act 1961 (Premature Redemption Premium) subject to the Escrow Mechanism below the Issuer shall have the option to prematurely redeem the Debentures after the expiry of the Premature Redemption Period without paying any Premature Redemption Premium provided such amounts are in accordance with sub-clause (a) above and any redemption of Debentures by the Issuer in accordance with this Deed shall be proportionate redemption of all the Debentures together through reduction in face value of each Debenture Further the redemption of the Debentures may be carried out in accordance with the Escrow Mechanism mentioned below
All receivables from the Project will be deposited by the Company in an Escrow Account All monies deposited in the Escrow Account shall be utilized in following order Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal with respect to the Debentures Only upon satisfaction of the requirement of (1) and (2) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account towards withdrawal of upto ~ 900000000 (Rupees Ninety Crores only) by the Company After withdrawal of ~ 900000000 (Rupees Ninety Crores only) by the Company
Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal witl]_x~secttyct to
-_8f~~the Debentures (f~X-~~~
~ ) Page 44 amp1 ~____~i
--------------------------------------- -- -------------
Debt Service Reserve Account (DSRA)
Put Option
Issue open on
Issue closed on
Basis for Interest calculation
Listing
Depository
Credit Rating
Security
Only upon satisfaction of the requirement of (a) and (b) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account 60 (Sixty percent) of any further monies in the Escrow Account shall be used to accelerate the redemption of the Debentures and the remaining 40 shall be withdrawn by the Company
Shall mean an amount being not less than ~ 60000000 (Rupees Six Crores only) to be maintained by the Company in the Escrow Account at all times
In the event of a default as defined iIi the Debenture Trust Deed the Debenture Trustee (on instructions from the Debenture holders) can exercise a put option on the Promoters to buy back the entire outstanding Debentures
04-10-2013 or any other date as decided by the Issuer
23-10-2013 or any other date as decided by the Issuer
Interest payable on the Debentures shall accrue on a day to day basis and shall be computed on the basis of 365 (Three Hundred Sixty Five) days divided equally for each of the twelve calendar months
At the WDM segment of the BSE
NSDL and CDSL
ICRA B+ by ICRA Limited
The Debentures together with any interest accrued thereon and outstanding amounts Debenture Trustees remuneration and all costs charges expenses and all other monies due in respect of the Debentures shall be secured by
First and exclusive charge on all Project Receivables through the Deed of Hypothecation together with the Escrow Agreement and such charge will be superior to any other claims on the Project Receivables First and exclusive charge on all amounts lying to the credit of the Escrow Account under the Deed of Hypothecation First and exclusive charge by way of equitable mortgage on the Commercial Property (Mortgaged Property) through execution of a registered Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property in favour of the Debenture Trustee together with a declaration cum undertaking from CDPL declaring the creation of mortgage by deposit of titly-~Si~6d~~ the
I-SI ~~
Page 4~60
----------------------------------------------------------------------------------Commercial Property in terms of the memorandum of entry Equitable mortgage and exclusive charge over FSI equivalent to 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of the Commercial Project together with all the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
Exclusive charge over all the rights title interest benefits claims demands of any nature whatsoever of the Company under andor in respect of the CDPL Collaboration Agreements for development and construction of the Commercial Colony and the entire FSI in the Commercial Project along with proportionate undivided interest in the underlying land and without limitation the following the right to compel performance thereunder and to substitute or be substituted for the Company thereunder and to substitute and be substituted thereunder for the Company thereunder and to commence and conduct either in the name of the Company or in its own name or otherwise any proceedings against any person in respect of any breach of the CDPL Collaboration Agreements and all claims of the Company including in any proceedings against all or any such persons to any amounts owing to or received by the Company thereunder and the rights and benefits of all Approvals to the extent capable of assignment together with the right to further assign any of the CDPL Collaboration Agreements and such Approvals to any Person Pledge of shares representing the entire issued and paid up share capital of CDPL under the Deed of Pledge Personal Guarantee of Sh Vijay Gupta Sh Amit Gupta and Smt Kusum Gupta and Cheques
Security Creation The Security shall be created in the favour of the Debenture Trustee on or before the Deemed Date of Allotment
Representation The representations and warranties of the Company will be set out and Warranties in the Debenture Trust Deed
Event ofDefault All events of default as set out in the Debenture Trust Deed
Upon occurrence of such event of default Debenture Trustee shall (on instruction from the Debenture holders) issue a written notice of default to the Company and grant to the Company a cure period in accordance with the terms of Security Documents
The consequences of an event of default shall be governed_lgtY the provisions in the Security Documents and shall inclu9~~ayfu~i1t of
default interest and enforcement of the Security in the manner specified In the Security Documents including appointment of nominee director(s)
Default Interest An additional interest of 4 pa (four percent per annum) over and Rate above the Interest Rate (as defined hereinafter) (viz the default
interest rate shall be 24 (twenty four percent) payable in relation to the Debentures and the Outstanding Amounts payable In accordance with Security Documents
Registrar and Skyline Financial Services Private Limited Transfer Agent
Compliance All provisions clauses regulations specified by GOISEBIRoCBSE with respect to issue and listing of Redeemable and Secured Non-Convertible Debentures shall be complied with by the Company
Assignment Each Investor may transfer or dispose a part or the whole of its Transferability Debentures without the Companys consent
Governing Law The governing law will be the laws of India and the parties submit to and Jurisdiction the exclusive jurisdiction of the courts in Delhi
~-~---~-~
u c tL ~If) -~~-J bull (
Page 47 of60
ANNEXURE 2 PAYMENT SCHEDULE
Due date
Month 0
Last Day ofMonth 1
Last Day ofMonth 2
Last Day ofMonth 3
Last Day ofMonth 4
Last Day ofMonth 5
Last Day ofMonth 6
Last Day of Month 7
Last Day ofMonth 8
Last Day of Month 9
Last Day of Month 10
Last Day of Month 11
Last Day of Month 12
Last Day of Month 13
Last Day of Month 14
Last Day ofMonth 15
Last Day of Month 16
Last Day of Month 17
Last Day of Month 18
Last Day ofMonth 19
Last Day ofMonth 20
Last Day of Month 21
Last Day of Month 22
Last Day ofMonth 23
Last Day of Month 24
Last Day ofMonth 25
Last Day of Month 26
Last Day ofMonth 27
Outstandino D b t b
e en nre1 su )scrIptlOn amount
I dat mont I en
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
1939393939
1878787879
1818181818
1757575758
1696969697
1636363636
1575757576
1515151515
1454545455
1393939394
1333333333
1272727273
I nterest
33333333
33333333
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31313131
30303030
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28282828
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Debenture Payment to I t D b tSll )SCrIP Ion e en nre
t H Idamoun 0 ers
33333333
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60606061 93939394
60606061 92929293
60606061 91919192
60606061 90909091
60606061 89898990
60606061 88888889
60606061 87878788
60606061 86868687
60606061 85858586
60606061 84848485
60606061 83838384
60606061 8~~3 j()gt t~( S( )Page48~60
-
Due date su
Last Day of Month 28
Last Day of Month 29
Last Day of Month 30
Last Day of Month 31
Last Day ofMonth 32
Last Day of Month 33
Last Day of Month 34
Last Day of Month 35
Last Day of Month 36
Last Day of Month 37
Last Day of Month 38
Last Day of Month 39
Last Day of Month 40
Last Day of Month 41
Last Day of Month 42
Last Day of Month 43
Last Day of Month 44
Last Day ofMonth 45
Last Day of Month 46
Last Day of Month 47
Last Day of Tenor
Outstandino D b t b
b ~ t~n ure t SCrIp Ion amoun
t th da mon en
1212121212
1151515152
1090909091
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545454545
484848485
424242424
363636364
303030303
242424242
181818182
121212121
60606061
Debentme Payment to Interest subscription
t amoun Debenture
H ld0 ers
21212121 60606061 81818182
20202020 60606061 80808081
19191919 60606061 79797980
18181818 60606061 78787879
17171717 60606061 77777778
16161616 60606061 76767677
15151515 60606061 75757576
14141414 60606061 74747475
13131313 60606061 73737374
12121212 60606061 72727273
11111111 60606061 71717172
10101010 60606061 70707071
9090909 60606061 69696970
8080808 60606061 68686869
7070707 60606061 67676768
6060606 60606061 66666667
5050505 60606061 65656566
4040404 60606061 64646465
3030303 60606061 63636364
2020202 60606061 62626263
1010101 60606061 61616162
The interest payment on the first Due Date shall vary depending on the date onwh~h the
application monies for Debentures arc received til 1~~1
1bull kAij~ lt laquo~~gt ~
-
--
Page 49 of60
ANNEXURE 3
UNDERTAKING BY THE COMPANY
The Company undertakes that bull In the event the Debentures are issued in physical form the Company
shall use a common form of transfer
bull It will provide on a half yearly basis a compliance certificate duly certified by the Debenture Trustee to the Debenture holders in respect of compliance with the terms and conditions of Issue as contained in this Information Memorandum Disclosure Document and
bull Every credit rating obtained shall be periodically reviewed by the Credit Rating Agency and any revision in the rating shall be promptly disclosed by the Company to the Stock Exchange Any change in rating shall be promptly disseminated to Debenture holders and prospective Investors in such manner as the BSE may determine from time to time All information and reports on the Debentures including compliance reports filed by the Company and the Debenture Trustee shall be disseminated to the Debenture holders and the general public by placing them on the website of the Company and shall through the Debenture Trust Deed request the Debenture Trustee to place the same on its website
bull The above Information Memorandum Disclosure Document IS
compliant with all disclosures required to be made for listing of senior non-convertible debentures on a private placement basis on a recognized stock exchange as specified in Schedule I under Regulation 21 of the Securities and Exchange Board of India (Issuing and Listing of Debt Securities) Regulations 2008
laquo~~(~I0~~ For o~InCr ~cture Private Limited
~~WIVijay~
(Chairman)
Page 50 of60
ANNEXURE 4
CREDIT RATING LETTER FROM ICRA LIMITED
Ie R A Limited
Ref DRAT2013-140-362
Mr Sanjay Aggarwal VP - Accounts amp raxation Orris Infrastructure Private Limited J-105 DLF Phase -II MG Road Gurgaon - 122002 Haryana
May 21 2013
Dear Sir
Rc ICRA-assigned Credit Rating for Rs 200 crore NCD Programmc of Orris Infrastructurc l)rivate Limited (instrument details in Annexure)
Please refer to your Rating Requisition dated May 112013 and the subsequent Rating Agreement of May 162013 for carrying out the rating of the aforesaid Bond Programme The Rating Committee
of ICRA after due consideration has assigned a [ICRAIB+ (pronounced as ICM B plus) rating
to the captioned Bond Programme
We would appreciate if you can sign on the duplicate copy of this letter and send it to us within 7
days from the date of this letter as confirmation about the use of the assigned rating The rationale
for assigning the above rating will be sent to you on receipt of your confirmation about the use of our rating as above Any intimation by you about the above rating to any BankerLending
AgencyGovernment AuthoritiesStock Exchange would constitute use of this rating by you
This rating is specific to the terms and conditions of the proposed issue as was indicated to us by you
and any change In the tenns or size of the issue would require the rating to be reviewed by us If
there is any change in the terms and conditions or size of the instrument rated as above the same must be brought to our notice before the issue of the instrument If there is nny such change after the
rating is assigned by us and confirmed to use by you it would be subject to our review and may result in change in the rating assigned
ICRA reserves the right to suspend withdraw or revise the above at any (ime on the basis of new information 01 unav~ilability of information or such other circumstances which ICRA believes may
have an impact on the rating assigned to you
The rating as aforesaid howeVer should not be treated as a recommendation to buy sell or hold the
bonds to be issued by you If the instrument rated as above is not issued by you within a period of 3
BuUding No 5 2 Floor TeL + 91 - 124 - 4545300 wOiosite wwwicraJn Tower A DLF cyber City Fax + 91 - 124 - 4050424 email infoicralndiacom Phase ll Gurgaon 122002
Regd Office 1105 Kailash Building 11 Floor 26 Kastuma Gandhi Marg NeW Delhi - 110001
RATING RES EAR eli INFORMATION
months from the date of this letter communicating the rating the same would stand withdrawn unless
revalidated before the expiry of 3 months
You arc required to forthwith inform us about any default or delay in repayment of intcrest or
principal amount of the instrument mtcd as above or any other debt instruments borrowing Y nu are also required to keep llS forthwith informed of any other devclopments which may have a direct
or indirect impact on the debt servicing capability of the company including any proposal for reshy
schedulement or postponement of the repayment programmes oCthe dues debts of the company with
any lendcr(s) investor(s)
You are required to inform us immediately as and when the borrowing limit for the instrument rated
as above or as prescribed by the regulatory authority (ies) is exceeded
We thank you for your kind cooperation extended during the course of the rating exercise Should
you require any clarification please do not hesitate to get in touch with us
With kind regards
Yours sincerely
for IeRA Limited
-- Iobit Inamdar S (Senior Vice President) (Analyst)
Page 52 of60
Annexure
Details of the bank limits rated by leRA (Rated on long term seale)
Page 53 of60
I eRA limited AIIA~fIiI ofMoltldyIInvllllttmI ~
Ref DRATfl013middot140middot3611
Date August 222013
MI Sanjay AggarwaJ VP - Accounts amp Taxation Orris Infrastructure Private Limited JmiddotIO5 DLF Phasemiddotll MG Road Gurgaonmiddot J22002 Haryana
Dear Sir
Re leRA ruting for Rs 2000 crote NCD Progrumme of Orris Infrastructure Private Umlted
This is with reference to your letter dated August 9 2013 for re-validating your rating for the Rs 200 erore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Boods programme ofyour company and last communicated to you vide QuI letter dated May 212013 stands The other terms and conditions for the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DlRAT12013middot 1410-362 dated May 2013 stands
With kind regards For lCRA Limited
(Senior Vice President)
T~middot + 91middot 124 bull ~ website VWW bulliCfSio fw + 91 124 -~ email info~middoticralndiagtcom
Page 54 of60
Ie R A Lim
Ref DfRAT2013-14O-364
Date October 03 2013
Mr Sanjay Aggarwal VP - Accounts amp Taxation Orris Infrastructure Private Limited J-105 DLF Phasemiddotmiddotll MG Road Gurgaon - 122002 Haryana
Dear Sir
Re ICRA rating for Rs 2000 crOTe NCD Programme of Orris Infrastructure Private Limited
This is with reference to your letter dated September 03 2013 for re-validating your rating for the Rs 200 crore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Bonds programrne of your company and last conununicated to you vide our letter dated August 22 2013 stands The other terrns and conditions fur the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DRATI2QI3middot 14()362 dated May WI3 stands
With kind regards For [eRA Limited
Vi (Senior Vice President)
Buildlng No 2 Iloot Tel + 81 124 - 4545300 websf1e WWWJCf8D
Tower A Cyber Oily Fax + 91 124 bull 4000424 ilImaH lnfoicralfldliLcof1
Phase II Gurgaonmiddot 1~
Regd Offictl noo iltailash Building i 1 Floor 26 KDtwoo Qandhi Marg New Delhi bull 110001
RATING RES EAR C H INfORMATION
Page 55 of60
ANNEXURE 5
CONSENT LETTER FROM DEBENTURE TRUSTEE
Ref No 1750 ITCL JUtmiddots I ru~1 Company Limilt~d
September 30 2013
Orris Infrastructure Private limited (Company) Jmiddot105 OLF PhaSe - 11 MG Road Gurgaon 122002
Kind Attention Mr Vljay Gupta Director
Sub listed Secured Redeemable Non Convertible Debentures (NCDs) aggregating to Rs 200 crs proposed to be issued by the Company on private placement basis
Dear Sirs
This is with reference to our discussion regarding appointment of ILampFS Trust Company limited (ITCL) as Debenture Trustee for the proposedlssue of listed Secured Redeemable NCDsof Rs 1 crore each aggregating to Rs 200 crs to ~ issued by the Company on private placement basis In this regard VIle do hereby give out consent to act as the Debenture Trustee subject to the Company agreeing to the following conditions
1 The Company agrees and undertakes to create the securities over such terms and conditions as detai~d in the signed Information Memorandum as submitted to us and execute the Debenture Trust Deed and other necessary security documents as required
2 The Company agrees amp undertakes to pay Debenture Trustees so long as they hold the office of the De~nture Trustee remuneration as stated in appointment letter dated July 30 2013 for the services as Debenture Trustee in addition to all legal travelling and other costS charges and expenses which the Debenture Trustee or their officers employees or agents rnayiocur in relation to execution of the Debenture Trust Deed and all other documents affecting the Security till the monies in respect of the Debentures have been fully paid-off and the requisite formalities for satisfaction of charge in aU respects have been complied with
3 The Company agrees ft undertakes to comply with the provisions of SEal (Debenture Trustees) Reguliltions 1993 SE61 (Issue and Listing of Debt Securitles) Regulations 2008 SEBICircutar No$EaIIlMOOfgtl1Sondl2oo911 105 dated 11052009 on Simplified Listing Agreement for Debt Securities read with the SEBl Circular No SEBIIIMDDOF-1 tBONDlClr-5120o9 dated the 16th November 2009 the Companies Act 19l)6 ilnd other applicable proviSions I circulars guidelines etc as applicable and amended from time to time and agrees to furnish to Trustees such information in terms of the same on regular basis
Sincerely For ILftFS Trust Company lilDi~d
lL__~~ ~ ~ ~~~ --- ~
Authorized Signatory
lUfFS Finru1 Centre PloINo C 22 G Block 5th Floor Bjr Kurio Complex Bandra (Eastl Mumbamiddotmiddot 40(K)SI INDIA
Bangalor( Office ILEtFSTru1 (ompally Ltdbull ALmiddotLalheef 151 Floor No 2Unioll Slreet Offlnanlry Raad Banglore 5hlX)OI INDIA
New Delhi Offire ILftFSTrusl (ompY tId Amiddot26a lsI Ploor Bhishm Pithamah Marg DefencfCoony New Delhi - 110024 INDIA
Kolkala Offilaquo ILftfSTrusl Company Ltd ILIIFS Constantia lnlflPor n Dr11 lIt Bramachari Street Kolkata bull 700017 INDIA
Page 56 of60
ANNEXURE 6
CONSENT LETTER FROM REGISTRAR AND TRANSFER AGENT i
Skyline Financial Serrr)ices Pvt Ltd SEBI REGISTERED CATEGORY1 REGk)IRARS ampSHARE TRANSfRAtgtENT D153A Ht Floor () nol Area Ph bullbullbullI New Dolhmiddot llO 020 1 9 middot1126812682 2S612~83 EmiddotmaI nOlltyhOaccrn tte-oSi$ wwwSiltyllnfHla_all1
August 29 2013
MrVlneel Kumar Gupta
Sr Manaler Secretarial
Orris InfraSlrucllJre Private Limited
Orris la M G Road
Gurgaoo - 1iG 002 (Hr)
Sub Consent to aet as Registrar to Issue and TfBllSfer Agent
DearSJr
Thls1s in reference 10 YOllr email datild AugJS1 29 2013 We hereby give our consent to act as 21
Registrar to IsSue and Transfer Agent for your propOSed issue of 1O - conveo1ibledebentures Of Rs
20000 Crore (jl1d our name IS Registrar to i$sueandShare Transfer agent may please be included in
Thanking you Y()ursfailhfufy
Vice- President
Page 57 0[60
--
-------
ANNEXURE 7
APPLICA TION FORM
ORRIS INFRASTRUCTURE PRIVATE LIMITED Registered Office RZ-D-5 Mahavir Enclave New Delhi 110045
Corporate Office 1-105 DLF Phase II Mehrauli Gurgaon Gurgaon -122002
Application No ___ Date
Dear Sirs
VWe have read and understood the terms and conditions of issue by Orris Infrastructure Private Limited of senior secured cumulative redeemable Non-Convertible Debentures of face value ~ 10000000 (Rupees One Crores only) having a coupon rate of 20 pa on a private placement basis on the face value aggregating to ~ 2000000000- (Rupees Two Hundred Crores only) (Debenture) contained in the Information Memorandum Disclosure Document dated __2013 VWe bind ourselves to the terms and conditions as contained in the Information Memorandum Disclosure Document and wish to apply for allotment of these Debentures The amount payable on application as shown below is remitted herewith On allotment please place myour name(s) on the Register of Debenture holder(s)
(Please read carefully the instructions on the next page before filling this form)
No of Debentures applied No in figures No in words for
Amount (~)
Detal s I 0 f payment ChequesDemand Date Drawn on Bank DraftlRTGS Details
Applicants Name amp Address in full (please use capital letters)
Pin Code Telephone I Fax Email
I Status Bankin~ Company ( ) Insurance Company ( ) Other ( ) (specify in case of others) Name of Authorized Signatory Designation Signatures Signatoty
Details of Bank Account Bank Name amp Branch Nature ofAccount Account No IFSCINEFT Code middot)---~1
-- --
Depository Details
I1We the undersigned want to hold the Debentures of the Company in the dematerialised fonn Details of myour Beneficiary Account are given below
Depository Participant Name - shy
DPID
Beneficiary Account Number shy
Name of the Applicant
() II We understand that in case of allotment of Debentures to my lour Beneficiary Account as mentioned above would be credited to the extent of Debentures allotted
Taxpayers PAN I GIR No IT CircleIW ardlDistrict ( ) Not Allotted
Tax Deduction Status () Fully ( ) Tax to be ()Yes ONo Exempt deducted at
Source
I1We hereby understand that the Company has not provided and will not provide any material or other infonnation regarding the Debentures except as included in the Infonnation Memorandum Disclosure Document
Signature of the Applicant _________________(Tear here)__________
ACKNOWLEDGEMENT SLIP
Application No Date -- shyReceived From
1shy----------------------~
By ChequelDemand DraftlRTGS No
drawn on towards application for ______ Debentures (Chequesl Demand Drafts are subject to realisation)
For Orris Infrastructure Pvt Ltd
For all further correspondence please contact INFRASTRUCTURE PRIVATE LIMITED Tel +91 124-4979200
Page 59 of60
10
INSTRUCTIONS
You must complete application in full in BLOCK LETTERS IN ENGLISH
2 Your Signatures should be made in English or in any of the Indian languages
3 Application forms duly completed in all respects together with high value Cheques Pay Order Demand Drafts must be lodged at the Orris Infrastructure Private Limited Corporate Office (as provided above)
4 Payments through RTGS shall be made as follows
Beneficiary Account name Orris Infrastructure Private Limited IFSC Code UTIB0000056 Bank Account No 056010200015303 Bank Axis Bank Ltd Branch Sec-14 Gurgaon
5 The Cheque(s)Demand Draft(s) of high value clearing zone should be drawn in favour of ORRIS INFRASTRUCTURE PVT LIMITED and crossed Ale payee only Cheque(s)Demand draft(s) may be drawn on any scheduled bank and payable at Delhi
6 Mr Vineet Gupta as authorised representative of the Company will issue the Acknowledgement Slip (appearing below the Application Form) as acknowledgement of receipt of applications No separate receipt will be issued
7 You should mention your Permanent Account Number or the GIR number allotted under Income- Tax Act 1961 and the Income-Tax CirclelWardlDistrict In case where neither the PAN nor GIR number has been allotted the fact of non-allotment should be mentioned in the application form in the space provided
8 The application would be accepted as per the terms of the issue outlined in the Information Memorandum Disclosure DOC~fii
r1- -~0 gt tl~~ ~gt
j )j~ (~~ ~O
~ shy
Page 60 of60
ir--~I~
-Commercial Property
Company IssuerOrris
Control or controlling or controlled by or under common control with
Credit Rating Agency
Crores Date of Allotment
Deemed Date of Allotment Debenture
Debenture Trustee Debenture Trust Deed
Deed of Hypothecation
Deed of Pledge
Default Interest Rate
Depository (ies) Director(s)
All that plece and parcel of freehold land admeasuring 95 acres situated in the revenue estate of Village Shikohpur Sector 82A Gurgaon Haryana Orris Infrastructure Private Limited a company incorporated under the Act with corporate identification number U70l09DL2006PTC151295 and having its registered office at RZ-D-5 Mahavir Enclave New Delhi -110045 Shall include the right to appoint majority of the directors or to control the management or policy decisions exercisable by a Person or Persons acting individually or in concert directly or indirectly including by virtue of their shareholding or management rights or shareholders agreements or voting agreements or in any other manner ICRA Limited or any other rating agency appointed by the Company from time to time 1 crore = 10 million The date on which the allotment of Debentures is made 23-10-2013 or any other date as decided by the Issuer 200 (two hundred) secured redeemable non-convertible debentures of ~ 10000000-(Rupees One Crore only) each of the Company issued to the Debenture Holders IL amp FS Trust Company Limited Debenture Trust Deed to be executed among the Company Debenture Trustee Promoters CDPL amp CDPL Promoters Deed of Hypothecation to be executed between the Company and the Debenture Trustee A deed to be executed between CDPL its shareholders and the Debenture Trustee for Pledge of shares representing the entire issued and paid up share capital of CDPL An additional interest of 4 pa (four percent per annum) over and above the Interest Rate (as defined hereinafter) (viz the default interest rate shall be 24 (twenty four percent) payable in relation to the Debentures and the Outstanding Amounts payable in accordance with Security Documents NSDL and CDSL Duly appointed Director for the time being of the Company ~~~~
--
c
Due Date
DTCP
EMI Event of Default
Escrow Agreement
Face Value
FSI Information Memorandum Disclosure Document
Interest Rate
Investor
Issue
ISIN
Memorandum MOA NSDL NCD Obligor(s)
Outstanding Amounts
Date on which any payment In respect of Debentures falls due ie the last day of each calendar month until the Debentures are not redeemed in full Director Town amp Country Planning Haryana Chandigarh Equal monthly installment All events of default as setout in the Security Documents Escrow Agreement to be executed among the Company Debenture Trustee and Promoters Face value of each Debenture being ~ 10000000shy(Rupees One Crore Only) Floor Space Index The information memorandumdisclosure document prepared by the Company in conformity with the SEBI Regulations and other applicable Law for the Debentures The Debentures of the Company shall carry an interest at the rate of 20 (Twenty Percent) per annum payable monthly on the Debentures and all Outstanding Amounts Such Person(s) who subscribes to the Debentures pursuant to the Issue or purchases the Debentures subsequently Issue of Debentures having aggregate face value of ~ 2000000000- (Rupees Two Hundred Crores only) to be issued by the Issuer pursuant to this Information Memorandum Disclosure Document
J
at the Face Value of ~ 10000000- (Rupees One Crore only) for each Debenture International Securities Identification Number Memorandum of Association of the Company National Securities Depository Limited Non-Convertible Debentures The Company and the Promoters are collectively referred to as the Obligors and individually as an Obligor Shall mean at any time the entire outstanding amount due in respect of the Debentures including the Debenture principal amount interest payable at the Interest Rate default interest payable at the Default Interest Rate Premature Redemption Premium (as defmed in Term Sheet in Annexure 1) fees costs charges and expenses (including any fees payable to the Debenture Trustee) and other
amounts pa~able in respect of the Debenture~10~ the TransactIOn Documents (~ lt)
-
-- Party PartIes
Payment Schedule
Person(s)
Personal Guarantees
Cheques
Promoters
Project
RBI
Registrar and Transfer Agent
The Debenture Trustee and the Obligor(s) are collectively referred to as the Parties and individually as a Party Means the schedule for payment of interest and principal installments towards the Debentures as provided m Annexure 2 to this Information Memorandum Disclosure Document Means and includes any natural person limited or unlimited liability company corporation (including any non-profit corporation) partnership (whether registered unregistered general limited or unlimited) sole proprietorship trust firm union unincorporated association joint venture joint stock company Hindu undivided family estate court tribunal agency Government ministry department commission self-regulatory organisation arbitrator board or other entity enterprise authority or business organisation whether or not required to be incorporated or registered under law or any agency or political subdivision thereof or any other entity that may be treated as a person under applicable Law Deed of personal guarantees to be provided by Mr Vijay Gupta Mr Amit Gupta Mrs Kusum Gupta Shall mean the undated cheques to be issued by the Company to the Debenture Trustee as security for the payments to be made under Debenture Trust Deed Mr Vijay Gupta Mr Amit Gupta Mr Sumit Gupta Mrs Kusum Gupta Mrs Mamta Gupta Mrs Pooja Gupta Mis Vijay Gupta (HUF) Mis Amit Gupta (HUF) and Mr Sumit Gupta (HUF)
Means the residential real estate project branded as Greenopolis being developed and sold by the Company on parcel of land admeasuring 47218 Acres as defined in the Debenture Trust Deed in accordance with a development agreement entered into with Three C Shelters Private Limited and all construction thereon present or future Reserve Bank of India Skyline Financial Services Private Limited
~~--------------------+~~~------~~--~-------------------~----~~ Record Date Shall mean the date falling seven days prior to the
Due Date or if it happens to be a holiday then the immediately succeeding Business Day shall be the Record Date ___ _
f--------------- shyROC The Registrar of Companies Delhi and Haryarlt~~I-raquo
------ shy
(21 V- S~ )~)
Page Nioo6~- -_ -~
------ -
RTGS Real Time Gross Settlement an electronic funds transfer facility provided by RBI
Rupees or ~ The lawful currency of India SEBI Securities and Exchange Board of India constituted
under the Securities and Exchange Board of India Act 1992 (as amended from time to time)
Security Documents Mean and include (i) Debenture Trust Deed (ii) Deed of Hypothecation (iii) Personal Guarantees (iv) Escrow Agreement (v) Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property (vi) declaration cum
I undertaking from CDPL declaring the creation of
I mortgage by deposit of title deeds of the Commercial Property in terms of the memorandum of entry (vii) Deed of Pledge in respect of the entire issued and paid up share capital of CDPL (ix) Cheques and (x) such other document as may be required and agreed upon between the Parties and executed from time to time
Transaction Documents Means and includes the Security Documents and this Information Memorandumj Disclosure Document
WDM Wholesale debt market segment of the BSE We us our Unless the context otherwise requires the
Company its subsidiaries and joint ventures if any
DISCLAIMERS
ISSUERS DISCLAIMER This Information Memorandumj Disclosure Document is neither a prospectus nor a statement in lieu of a prospectus The issue of Debentures proposed to be listed on the BSE is being made strictly on a private placement basis This Information Memorandumj Disclosure Document is not intended to be circulated to more than 49 persons This Information MemorandumjDisclosure Document is only meant for the Eligible Investors Multiple copies hereof given to the same entity shall be deemed to be given to the same person and shall be treated as such It does not constitute and shall not be deemed to constitute an offer or an invitation to subscribe to the Debentures to the public in general This Information Memorandumj Disclosure Document should not be construed to be a prospectus or a statement in lieu of prospectus under the Act
This Information Memorandumj Disclosure Document have been prepared in conformity with the SEBI (Issue and Listing of Debt Securities) Regulations 2008 as amended from time to time Therefore as per the applicable provisions copy of this Information Memorandumj Disclosure Document has not been filed or submitted to the SEBI for its review ~ltll0~ approval il bullbull ~
L~-( 2 I u I
pa~~L~9 ~-
This Information Memorandum Disclosure Document has been prepared to provide general information about the Issuer to potential Investor(s) Eligible Investors to whom it is addressed and who are willing and eligible to subscribe to the Debentures strictly on a private placement basis This Information Memorandum Disclosure Document does not purport to contain all the information that any potential Investor may require
Neither this Information Memorandum Disclosure Document nor any other information supplied in connection with the Debentures is intended to provide the basis of any credit or other evaluation and any recipient of this Information Memorandum Disclosure Document should not consider such receipt a recommendation to purchase any Debentures Each Investor contemplating purchasing any Debentures should make its own independent investigation of the financial condition and affairs of the Issuer and its own appraisal of the creditworthiness of the Issuer Potential Investors should consult their own financial legal tax and other professional advisors as to the risks and investment considerations arising from an investment in the Debentures and should possess the appropriate resources to analyze such investment and the suitability of such investment to such Investors particular circumstances The Issuer confirms that as of the date hereof this Information Memorandum Disclosure Document (including the documents incorporated by reference herein if any) is accurate in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements herein in the light of the circumstances under which they are made not misleading No person has been authorized to give any information or to make any representation not contained or incorporated by reference in this Information Memorandum Disclosure Document or in any material made available by the Issuer to any potential Investor pursuant hereto and if given or made such information or representation must not be relied upon as having been authorized by the Issuer
This Information Memorandum Disclosure Document and the contents hereof are restricted for only the intended recipient(s) Eligible Investors who have been addressed directly and specifically through a communication by the Company and only such recipient(s) Eligible Investors isare eligible to apply for the Debentures All Investors are required to comply with the relevant regulations guidelines applicable to them for investing in this Issue The contents of this Information Memorandum Disclosure Document are intended to be used only by those Investors to whom it is distributed It is not intended for distribution to any other person and should not be reproduced by the recipient
No invitation is being made to any persons other than those to whom application forms along with this Information Memorandum Disclosure Document being issued have been sent by or on behalf of the~~Any application by a person to whom the Information Memorandu~t~llisc~~~re
-f -t-I (n r-shy
~)~~ ~60( J~
Document has not been sent by or on behalf of the Issuer shall be rejected without assigning any reason
The Issuer does not undertake to update the Information Memorandum Disclosure Document to reflect subsequent events after the date of the Information Memorandum Disclosure Document and thus it should not be relied upon with respect to such subsequent events without first confirming its accuracy with the Issuer
The distribution of this Information Memorandum Disclosure Document and the offering and sale of the Debentures may be restricted by law in certain jurisdictions Person(s) into whose possession this Information Memorandum Disclosure Document comes are required to inform themselves about and to observe any such restrictions This Information Memorandum Disclosure Document does not constitute nor may it be used for or in connection with an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation No action is being taken to permit an offering of the Debentures or the distribution of this Information Meinorandum Disclosure Document in any such jurisdiction
This Information Memorandum Disclosure Document is strictly for a private placement and is only an information brochure for private use by the Eligible Investors Nothing in this Information Memorandum Disclosure Document shall constitute andor deem to constitute an offer or an invitation to an offer to the Indian public or any section thereof to subscribe for or otherwise acquire the Debentures Further since the Issue is being made on a private placement basis the provisions of Section 60 of the Act shall not be applicable and accordingly a copy of this Information Memorandum Disclosure Document has not been flIed with ROC or SEB
RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulflI its obligations in respect of the Debentures issued under this Information Memorandum Disclosure Document All of these factors are contingencies which mayor may not occur and the Issuer is not in a position to express a view on the likelihood of any such contingency occurring
In addition certain factors which are material for the purpose of assessing the market risks associated with the Debentures issued under the Information Memorandum Disclosure Document are also described below
The Issuer believes that the factors described below represent the principal risks inherent in investing in Debentures issued under the Informa~ Memorandum Disclosure Document but the inability of the Issuer yenlaquo~tfie
(~( )I)pagel~~i~
case may be to pay interest principal or other amounts on or in connection with any Debentures may occur for other reasons and the Issuer does not represent that the statements below regarding the risks of holding any Debentures are exhaustive Prospective Investors should also read the detailed information set out elsewhere in this Information MemorandumDisclosure Document and reach their own views prior to making any investment decision
The following are the risks envisaged by the management and Investors should consider the following risk factors carefully for evaluating the Company and its business before making any investment decision If any one of the following stated risks actually occurs the Companys business financial conditions and results of operations could suffer and therefore the value of the Companys debt securities could decline
Note Unless specified or quantified in the relevant risk factors the Company is not in a position to quantify the financial or other implications of any risk mentioned hereinbelow
bull Legality of Purchase A prospective Investor of the Debentures will be responsible for the lawfulness of the acquisition of the Debentures whether under the laws of the jurisdiction of its incorporation or the jurisdiction in which it operates or for compliance by that prospective Investor with any law regulation or regulatory policy applicable to it
bull A Slowdown in Economic Growth in India could Cause the Companys Business to Suffer The Companys performance and the quality and growth of its assets are necessarily dependent on the health of the overall Indian economy A slowdown in the Indian economy could adversely affect its business
bull Terrorist Attacks Civil Unrest and other Acts of Violence or War involving India and other Countries could Adversely Affect the Financial Markets and the Companys Business Terrorist attacks and other acts of violence or war may negatively affect the Indian markets and may also adversely affect the worldwide financial markets These acts may also result in a loss of business confidence In addition adverse social economic and political events in India could have a negative impact on the Company Such incidents could also create a greater perception that investment in Indian companies involves a higher degree of risk and could have an adverse impact on the Companys business
bull Uncertain Trading Markets and Liquidity Risk The Company cannot assure holders of the Debentures that a trading market for their Debentures will ever develop or be
Debenture holders may not be able to sell such Debentures readily or at prices that will enable them to realize their anticipated yield
bull The Company is Subject to Volatility in Cash Flows The Companys receipts from its customers are linked to the progress of construction on its projects and the creditworthiness of its customers Any delay in the receipts from its customers could impact the cash flows of the Company
bull Credit Risk Prospective Investors should be aware that receipt of any interest payment and principal amount on the Debentures is subject to the credit risk of the Issuer In the event that bankruptcy proceedings or composition scheme of arrangement or similar proceedings to avert bankruptcy are instituted by or against the Issuer the payment of sums due on the Debentures may be substantially reduced or delayed
bull Licences The Companys business requires grantrenewalextension of various licences approvals permissions from appropriate authorities under the applicable laws Any delay in grantrenewalextension of or refusal of appropriate authorities to grantrenewextend such licences approvals permissions could have an adverse impact on the business of the Company
bull MOUs and Collaboration Agreements The Company enters into MOUs collaboration agreement or other agreements to acquire title or land development rights with respect to certain lands for which the Company makes partial payments to land owners and Companys failure to meet the conditions of the MOUs collaboration agreements may adversely affect its business financial condition and results of operation
J
GENERAL INFORMATION
L Name and address of the Registered Office of the Company
Orris Infrastructure Private Limited RZ-D-5 Mahavir Enclave New Delhi 110045 Phone +91 1244979200 Fax +91 (0)124235329192 Email infoorrisin
2 Compliance Officer The details of person appointed to act as Compliance Officer for the purpose of this Issue is set out below
Vineet Gupta J-105 DLF Phase II Gurgaon 122002 Phone +91 124-4979200 Fax +91 11 2353291 Email vineetorrisin
3 Auditors
PR Kumar amp Company C-24 Safdarjung Development Area Main Aurbindo Marg New Delhi 110016 Phone +91 11 47118888 Fax +91 11 47118855 Email prkum~prkumarcom
4 Debenture Trustee
IL amp FS Trust Company Limited ILampFS Financial Centre 3rd Floor Plot No C-22 G Block Bandra Kurla Complex Bandra - East Mumbai - 400051 Phone +91 2226593810 Fax +91 2226533297 Email asstvicepresidentilfsindiacom
5 Registrar and Transfer Agent to the Issue
Skyline Financial Services Private Limited D-153 A 1st Floor Okhla Industrial Area Phase -I New Delhi 110020 Phone +91 11 30857575 Fax +91 11 30857562 Email adminskylinertacom~-t------
Page 13 of60tv))
-----~
6 Credit Rating Agency
ICRA Limited 1105 Kailash Building 11th Floor 26 Kasturba Gandhi Marg New Delhi 110001 Phone +91 11 2335794050 Fax +91 11 23357014 Email infoltq)icraindiacom
7 Details of Board of Directors
The following table sets forth details regarding the Companys Board of Directors as on the date of this Information Memorandum Disclosure Document
3260 Janakpuri New Delhi Managing Director 110058
Amit Gupta Joint- Managing Director C-3260 Janakpuri New Delhi 110058
None of the above Directors appear in the RBI defaulter list
Profile of Directors
Mr Vijay Gupta - Chairman and Managing Director Mr Gupta aged 55 years commerce graduate from Delhi University is a real estate veteran He has over 22 years of experience in handling Sale Leasing and management of land office buildings shopping centers residential and income generating properties and is a well-known name among known and building developers in the Northern India Mr Gupta has acted as Land consolidator and sold big land holdings to Builders and developers like D LF Vatika Sun City and several others in NCR region Mr Gupta has great credibility in the market for timely payment transparency and fair transaction
Mr Gupta has pioneered in providing real estate solutions to new age corporate and the IT Industry He has intricate knowledge and clear vision of the real estate sector He has helped in creating landmark structures in reflecting new standard of excellence in the real estate industry
Mr Vijay Gupta has negotiated and guided the company to enter into a very prestigious collaboration deal with DLF - the leading number one brand in development of real estate in India to develop 49288 acres of commercial land in the NCR region The company will get a great mileage from this agreement as besides the developed area the property will be Co-Branded as DLF ORRIS DLF has agreed to co brand the development due to this location advantage and future Prospects olt0Jcfl~
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ImiddotJIiIMJff tlmiddotiAIIfiiJilIIfIii Mi rug ~IY_ ~icent
Mr Amit Gupta - Joint Managing Director Mr Amit Gupta son of Mr Vijay Gupta aged 32 years is young talented and has great business sense He has coordinated and developed several real estate projects in Gurgaon and adjoining areas Mr Amit Gupta has negotiated several land deals to the benefit of the company and is an expert in such deals
He is working out the details with architect to start the proposed housing project in the next couple of months He is in advance stage of negotiation for several other projects of the group
Mr Amit Gupta has a vision to make ORRIS a name to reckon with by providing real estate solutions to all and set bench mark constantly for itself and evolve a strategy of transparency and credibility
ISSUER PROFILE
1 Brief summary of Business Strength and Strategy Named after an extraordinary flower known for its fragrance Orris believes in leaving an everlasting fragrance in the minds of its customers stakeholders and society at large Orris is driven by passion and qUality At Orris we strive for perfection Our services range from real estate to energy from hospitality to education golf and much more Corporate social responsibility is embedded in our DNA Our journey is guided by a strong vision unshakable foundation and driven by quality and excellence service focused towards serving and offering our customers more than they expect Mr Vijay Gupta began his journey when he laid the foundation for Orris in 2008 His dream to usher India into a new era prompted him to found Orris From being a land consolidator and financier to starting his own real estate division he has come a long way scripting successes on his way Owing to his spectacular endeavors the company has been honored by the industry with the award prestigious Emerging Residential Infrastructure Company of Year 2010
Orris has had a great spell in the last three years Foundations for some of the ambitious projects were laid and a few have reached their finishing stage Apart from its foray into real estate Orris has made inroads into energy hospitality golf and education
At Orris we want to leave you with an everlasting experience Because you deserve the best Discover a fresh lease of quality life with Orris whether it is Real Estate Energy Hospitality Golf or Education We are passionate committed and driven
2 Main objects of the Company The main objects of the Company contained in its MOA are
bull To undertake and carry on the business of construction purchase sell and develop any type of property whether residential commercial industrial rural or urban whether belong to the company or any other person To develop erect and construct commercial properties buildings houses shopping centers and to carry out civil and construction work of every description and to improve repair renovate transfer charge assign let out hire sublet or sublease all type of lands plots buildings offices flats warehouses godown shops building banquet halls tenements and immovable properties whether freehold or lease hold of any nature and description
bull To carry on the business as owners builders developers promoters proprietors civil contractors of industrial commercial and residential properties colonies mills workshop buildings cinema houses and to deal in all kinds of immovable properties whether belonging to the company or not
bull To act as agent for purchasing selling and letting on hire land agricultural land and houses multi-stored commercial or residential building on commission basis To acquire land for the construction of multistoried buildings and to license the flats therein on suitable terms and conditions
bull To carry on the business of contractors dealers commission agents brokers consultants representatives and middlemen of properties To act as advisors andor consultants on all matters relating to the construction business town planning landscape architecture structural engineers and to prepare complete scheme drawings plans and estimates and to provide technical know-how in India or abroad
3 A brief history of the Company since inception
Incorporation details The Company was incorporated on July 26 2006 as a private limited company vide Certificate of Incorporation issued by Registrar of Companies of National Capital Territory of Delhi amp Haryana bearing Corporate Identity Number U70 109DL2006PTC 151295
Authorized 50000000 Equity shares of ~ 10- each 500000000shyIssued Subscribed amp Paid Up 29790000 Equity shares of ~ 10- each
flleT HMMUCiiWAJMWPiiliMNiI JI-
Date of Increase Incorporation
September 52007
December 1 2007
July 25 2012
Alteration The authorized share capital of the Company at the time of incorporation was ~ 500000- (Rupees five lakhs only) divided into 50000 (fifty thousand) equity shares of~ 10- (Rupees ten only) each
The authorized share capital of the Company was increased from ~ 500000 - (Rupees five lakhs only) to ~ 10000000- (Rupees one crore only) divided into 1000000 (Ten Lakh) equity shares of ~ 10- (Rupees ten only) each
The authorized share capital of the Company was increased from ~ 10000000- (Rupees one Crores only) to ~ 100000000 - (Rupees ten crore only) divided into 10000000 (one crore) equity shares of ~ 10- (Rupees ten only) each
The authorized share capital of the Company was increased from ~ 100000000- (Rupees Ten Crores Only) divided into 10000000 equity shares of ~ 10- (Rupees Ten Only) each to ~ 500000000shy(Rupees Fifty Crores Only) divided into 50000000 equity shares of~ 10- (Rupees Ten Only)
Date of Allotment
July 26 2006
October 222007
January 9 2008
March 21 2009
June 26 2012
August 82012
March 16 2013
No of Shares and Face Value
10000 Shares of ~ 10 each
500000 Shares of ~ 10 each
800000 Shares of ~ 10 each
2000000 Shares of~ 10 each
1655000 Shares of~ 10 each
19860000 Shares of ~ 10 each
4965000 Shares of~ 10 each
Amount per
share 10
10
10
10
10
10
10
Capital (~)
100000shy
5000000shy
8000000shy
20000000shy
16550000shy
198600000shy
ubullbull _bullbullbull ~-~_______~__________________
Sr Name of No the
Shareholder
Vijay Gupta1
Amit Gupta2
Sumit 3 Gupta
Kusum 4 Gupta
Mamta 5 Gupta
Pooja Gupta6
Ms Vijay 7 Gupta (HUF)
Ms Amit 8 Gupta (HUF)
Ms Sumit 9 Gupta (HUF)
Address
C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058
C-3260 Janakpuri New Delhi 110058
C-3260JanakpuriNew Delhi 110058
C-3260 Janakpuri New Delhi 110058
2681100
2681100
2085300
2383200
2383200
2383200
5064300
5064300
5064300 10
No of Amount Type shares per of
Share Shares
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
Equity
4 Debt-equity ratio prior to and after issue of Debentures
(Amounts in~)
Debt 2652702404 4652702404 Equity 368205693 368205693 Debt-Equity Ratio 720 1264
1 The figures are as per provisional accounts for the [mancial period ending September 272013 The figures are as per provisional accounts for the financial period ending 27th September 2013 3114--bull
includes debenture issued 200 secured redeemable Non-Convertible Debenture of 2000000qQ9t~~(9~
(Rupees Two Hundred Crores only) to be raised through present Issue of Debentures f - ~ ~_ (5 ~I
Page 1~ ~~~~j ~~~-j5-~
2
FINANCIAL HIGHLIGHTS OF THE COMPANY 3
Provided below are highlights from March 31 2013 and March 312012
-
PARTICULARS
Shareholders Funds Share Capital Reserves and Surplus Non-Current Liabilities Long-Term Borrowings Other Long Term Liabilities Long Term Provisions Current Liabilities Short-Term Borrowings Trade Payables Other Current Liabilities Short-Term Provisions TOTAL Non-Current Assets Fixed assets (i) Tangible assets (ii) Intangible assets (iii) Capital work-in-progress
Non-current investments Deferred Tax Assets (Net) Long term loans and advances Current assets Inventories Trade Receivables Cash and Cash Equivalents Short-Term Loans and Advances TOTAL
Profit amp Loss Statement Income From Operations Expenditure Profit Before Tax Provision For Tax NET PROFIT
the Companys balance sheet as on
AS AT AS AT
31032013 31032012 -
(In t) (In t)
297900000 33100000 213213781 387605693
833881405 1163249172 113701597 104516080
3716055 2624152
1043912351 511881321 318959605 500619871
7230525889 6415810732 2987458 middot12901961
10058798141 9132308982
41142649 84146355 1804455 1364419
10535400 shy8181894 8298894 5484172 6174926
211337362 637591171
3033819766 2432400222 - 14337455
325475165 554273019 6421017278 5393722521
10058798141 9132308982
FY 2013 FY 2012 3813273647 2063682309
3670103696 1960640137 143169951 103042172 51380355 54143420
90408088 54024176
3 The above given figures are duly audited by auditors of the company
OFFER DETAILS
1 Details of debt securities issued and sought to be listed The securities proposed to be issued pursuant to this Information Memorandum Disclosure Document will be listed on WDM of the BSE
2 Nature of Instrument Senior Secured Cumulative Redeemable Non-Convertible Debentures issued on a private placement basis
3 The Issue size The Company proposes to issue 200 Secured Cumulative Redeemable Non-Convertible Debentures having Face Value of ~ 10000000shy(Rupees One Crores only) each having aggregate face value of ~ 2000000000- (Rupees Two Hundred Crores only)
4 Face Value Each Debenture has a face value of ~ 10000000- (Rupees One Crores only) per Debenture
5 Redemption The outstanding amount of the Debentures shall be repaid in monthly installments payable as per the Payment Schedule
Unless redeemed earlier m accordance with this Information Memorandum Disclosure Document and the terms of the Security Documents the Debentures shall stand redeemed on payment of the final installment as per the Payment Schedule The redemption shall apply to each Debenture uniformly Any redemption of Debentures by the Company shall be proportionate redemption of all the Debentures collectively through reduction in face value of each Debenture
In the event of a default as defined in the Debenture Trust Deed the Debenture Trustee (on instructions from the Debenture holders) can exercise a put option on the Promoters to buy back the entire outstanding Debentures
6 Tenor Forty Eight (48) months from the Deemed Date of Allotment ending on the last Due Date unless redeemed earlier in accordance with the terms of the Debenture Trust Deed
7 Interest Rate The Debentures will carry an interest at the rate of 20 (Twenty percent) per annum payable monthly (subject to deduction of tax at source if applicable at the rate prevailing from time to time under the provisions of the Income Tax Act 1961 or any other statutory modifications or reshyenactment thereof for which a certificate will be issued by the Company-_ on the outstanding principal amount of Debentures and(other-~~
i ( y page~f )~
- -
-
Outstanding Amounts throughout the tenure of the Debentures till final redemption as per Payment Schedule
Interest payable on the Debentures shall accrue on a day to day basis and shall be computed on the basis of 365 (Three Hundred Sixty Five) days divided equally for each of the twelve calendar months
8 Payment Mechanism Payments towards interest and towards repayment of the outstanding amount of Debentures shall be made by way of drafts cheques credit through RTGS mechanism on the Due Dates to those Debenture holder(s) whose names appear on the list of beneficiaries provided by the Depositories to the Issuer Such payments shall be made from the Escrow Account in the manner specified in the Debenture Trust Deed The names would be as per the Depositories records on the relevant Record Date fixed for the purpose of such payments as provided in this
Information Memorandum Disclosure Document In case of those Debentures for which the beneficial owner is not identified by the Depository as on the Record Date the Issuer would keep in abeyance the payments till such time that the beneficial owner is identified by the Depository and conveyed to the Issuer whereupon the payments will be paid to the beneficiaries as identified
In case the Due Date falls on a day which is not a Business Day then the payment due shall be made on the succeeding Business Day
9 Security The principal amount of the Debentures together with any interest accrued thereon and other Outstanding Amounts Debenture Trustees remuneration and all costs charges expenses and all other monies due in respect of the Debentures and or under the Transaction Documents shall be secured by the Obligors by
a First and exclusive charge on all receivables from the Project through the Deed of Hypothecation together with the Escrow Agreement and such charge will be superior to any other claims on the Project receivables
b First and exclusive charge on all amounts lying to the credit of the Escrow Account under the Deed of Hypothecation
c First and exclusive charge by way of equitable mortgage on the Commercial Property (Mortgaged Property) through execution of a registered Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property in favour of the Debenture Trustee together with a declaration cum undertaking from CDPL declaring the creation of mortgage by deposit of title deeds of the Commercial Property in terms of the memorandum of entry
d Equitable mortgage and exclusive charge over FSI equivalent to 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of the Commercial Project together with all the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
e Exclusive charge over all the rights title interest benefits claims demands of any nature whatsoever of the Company under andor in respect of the CDPL Collaboration Agreements for development and construction of the Commercial Colony and the entire FSI in the Project along with proportionate undivided interest in the underlying land and without limitation the following
(i) the right to compel performance thereunder and to substitute or be substituted for the Company thereunder and to substitute and be substituted thereunder for the Company thereunder and
(ii) to commence and conduct either in the name of the Company or in its own name or otherwise any proceedings against any person in respect of any breach of the CDPL Collaboration Agreements and
(iii) all claims of the Company including in any proceedings against all or any such persons to any amounts owing to or received by the Company thereunder and
(iv) the rights and benefits of all Approvals to the extent capable of assignment together with the right to further assign any of the CDPL Collaboration Agreements and such Approvals to any Person
(v) Pledge of shares representing the entire issued and paid up share capital of CDPL under the Deed of Pledge
(vi) Personal Guarantee of Sh Vijay Gupta Sh Amit Gupta and Smt Kusum Gupta and
(vii) Cheques
CDPL has consented to creation of charge over the entire FSI to the extent of 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of t
The said security shall be created in favor of the Debenture Trustee on or by the Deemed Date of Allotment
Obligors will ensure that market value of the above mentioned security will be at all times equal to the face value of the outstand~icitZt~ Debentures tp ---YZoltgtl
lSI r~
i~ ~r)Page 22 oK~-_
~~-___i
10 Board Authority The private placement of Debentures under this Information Memorandum Disclosure Document is being made pursuant to the resolution of the Board of Directors of the Company at its meeting held on June 24 2013
11 Rating and rating rationale ICRA has assigned a ICRA B+ (pronounced as ICRA B plus) rating to debentures programme of the Company to the extent of ~
2000000000- (Rupees Two Hundred Crores only) vide letter ref no DRAT2013-140-362 on May 212013 and revalidated vide letter ref no DRAT2013-140-363 on August 222013 The long-term rating carries a stable outlook A copy of the rating letter and its rationale from ICRA is enclosed as Annexure 4_ to this Information Memorandum Disclosure Document
12 Details of utilisation of the Issue Proceeds Our Board of Directors certifies that the proceeds of the Issue of Debentures shall be utilized for the general corporate purposes of the Company
13 Minimum Number of Debentures for Subscription The application must be made for a minimum of one (1) Debenture and in multiple of one (1) Debenture thereafter There is no maximum limit on the application
14 Listing The Debentures are proposed to be listed on the WDM segment of the BSE the details of which are provided below
The Bombay Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400001 Phone 91 22 227212334 Fax 91 22 22721919
The COJpany shall make an application to the BSE to list the Debentures to be issued and allotted pursuant to this Information Memorandum Disclosure Document and shall take all necessary steps to complete all the formalities relating to listing of the Debentures within 15 (fifteen) days from the date of closure of the Issue Date If such permission is not granted by the BSE within 15 (fifteen) days from the date of closure of the Issue or where such permission is refused by the BSE before the expiry of the 15 (fifteen) days from the closure of the Issue the Company shall at the option of the Debenture holders repay with interest (at the applicable Interest Rate) all monies received by it If the Company fails to repay such monies within 5 (five) days after the Company becomes liable to repay it then the default interest (at the applicable Default Interest Rate) shall also apply to the amount payable
by the Company over and above the applicable interest iP~d (OS4( i~
Page 23~~ ~Sl-C ~-_-)to ~--i-~-~
In connection with listing of Debentures with BSE the Company hereby undertakes to comply with all requirements of the Act applicable SEBI rules and regulations including Securities and Exchange Board of India (Issue and listing of Debt Securities) Regulation 2008 and the listing agreement with BSE
15 Market Lot The minimum lot size for trading of the Debentures on the Stock Exchange is proposed to be one (1) Debenture
16 Underwriting of the Issue The present Issue of Debentures has not been underwritten
17 Tax Benefits The Debenture holder(s) are advised to consider in their own case the tax implications in respect of subscription to the Debentures after consulting their respective tax advisor
18 Governing Law The Debentures shall be construed to be governed in accordance with the laws of India Any dispute arising thereof will be subject to exclusive jurisdiction of the courts in Delhi Over and above the aforesaid terms and conditions the said Debentures shall be subject to the terms and conditions of the Security Documents
19 Debenture Redemption Reserve The Company hereby agrees and undertakes to create a debenture redemption reserve as per the provisions of the Security Documents the Act and the rules regulations notifications and circulars issued by the Ministry of Corporate Affairs and if during the currency of these presents any guidelines are formulated (or modified or revised) by the Central Government or any government agency or corporation having authority under Law in respect of creation of debenture redemption reserve applicable to the Debentures the Company shall duly abide by such guidelines and execute all such applicable supplemental letters agreements and deeds of modifications as may be statutorily required by the Debenture holders or the Debenture Trustee
20 Undertaking to use a Common Form of Transfer The issue of Debentures shall be made in dematerialized form only and no Debentures will be issued in physical form However the Company will use a common transfer form for physical holdings if at a later stage there is any holding in physical form due to the depository giving any Debenture holder the option to rematerialize the Debentures
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
The following contracts documents not being contracts entered into in the ordinary course of business carried on by the Company or entered into more than two years before the date of this Information Memorandum Disclosure Document which are or may be deemed material have been entered into by the Company These material contracts or documents may be inspected at the Registered Office of the Issuer from 1000 am to 100 pm on all working days from the date of this Information Memorandum Disclosure Document until the date of closure of this Issue
Material Contracts 1 Copy of the letter from Skyline Financial Services Private Limited to the
Company giving their consent to act as the Registrar and Transfer Agent to the Issue
2 Copy of letter from ILampFS Trust Company Limited to the Company giving their consent to act as the Debenture Trustee to the Issue
Material Documents L Memorandum and Articles of Association of the Company as amended
from time to time
2 Credit rating letter from ICRA Limited
3 Copy of Certificate oflncorporation of the Company dated July 262006
4 Certified true copy of the resolution dated June 24 2013 approving the issue of Debentures and creation of securities on the term and conditions stated in this Information Memorandum Disclosure Document
5 Copy of Tripartite Agreement dated 17-02-2011 between the Company the Registrar and Transfer Agent and the CDSL (Depository)and Copy of Tripartite Agreement dated 03-03-2011 between the Company the Registrar and Transfer Agent and the NSDL (Depository)
6 Copies of Audited Financials of the Company for the last three financial years
DISCLOSURE ON EXISTING FINANCIAL INDEBTNESS
1 Details of Secured Borrowings4
Ao The secured loans of the Company outstanding as on March 312013 is as follows
(Amount in f)
Details of Vehicle Loans Axis Bank October 27 1390055 EMI Start date- Hypothecated to Limited 2010 December 10 2010 Axis Bank (BMW) Closure date- Limited
November 10 2013 HDFC March 09 2472342 EMI Start Date Hypothecated to Bank 2012 April 052015 HDFC Bank Limited Closure Date - April Limited (BMW) 052015
None of the above loans is secured against any of the security (as detailed in Offer Details section above)
B The Secured Debentures of the Company outstanding as on March 312013 are as under
ILampFS Secured 17 Monthly 1 14th part of the first floor Trust Redeemable installment (without Roof Right) being 45 Company Non- pa s Start sq yards out of 180 sq yards of Limited Convertible date- the first floor constructed on
Debentures 2205201 free-hold land bearing plot No Series shy I of 1 RZ-D-5 First Floor Mahavir aggregate Closure Enclave New Delhi -110045 face value of dateshy admeasuring 180 sq yards out 2202201 ofkhasra number 8314 35000000 4 situated in the area of village 0- (Rupees Palam now known as Mahavir Thirty Five Enclave Block -D New Delhi-Crores) 110045 issued at a discount of 2 Mortgage assignment of all the 17513shy rights title and interest
4 The figures are as per the audited balance Sheet for the financial year ending March 31 2013
----- shy
(Rupees whatsoever of the Company in Seventeen to under andor in respect of Thousand the collaboration agreements Five dated 27102007 and Hundred 01072010 executed with CDPL and Thirteen for development and only) on the construction of the Commercial face value Complex and sale of FSI to the (being ~ extent of 625000 Sq Ft along 10000001- with proportionate interest in (Rupees Ten the underlying land inl of the Lakhs only)) Commercial Complex of each debenture 3 Out of the total sanctioned FSI
of 702871 Sq Ft of Commercial Complex mortgage and charge over FSI equivalent to 625000 Sq Ft including prorata share over all that piece and parcel of free hold land admeasuring 95 acres (approx located at Sector 82A Gurgaon Haryana India over which the Commercial Complex is proposed to constructedI developed together with proportionate buildings and structures thereon AND the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
4 Pledge of entire issued equity share capital of CDPL
5 Post-dated cheques
6 Personal Guarantee of the Promoter viz Mr Vijay Gupta
ILampFS Secured 17 Monthly 1 114th part of the first floor Trust Redeemable installment (without Roof Right) being 45 Company Non- pa s Start sq yards out of 180 sq yards 0 f Ltd Convertible date- the first floor constructed on
Debentures 1506201 free-hold land bearing plot No Series - II of 1 RZ-D-5 First Floo~ M~ct[~ aggregate Closure Enclave New DelhI -11
-_ ()-4~-----
ltshy -
---- ----- ---------------shyface value of date- admeasuring 180 sq yards out ~ 1505201 of khasra number 83 14 42500000 4 situated in the area of village 0- (Rupees Palam now known as Mahavir Forty Two Enclave Block -D New Delhi-Crares) Fifty 110045 Lakhs
2 Mortgage assignment of all theissued at a rights title and interestdiscount of ~ whatsoever of the Company in58065shyto under andor in respect of(Rupees Fifty the collaboration agreementsEight dated 27102007 andThousand 01072010 executed with CDPLSixty Five for development andOnly) on the construction of the Commercialface value Complex and sale of FSI to the(being ~ extent of 625000 Sq Ft along1000000 shywith proportionate interest in(Rupees Ten the underlying land in of theLakhs only)) Commercial Complexof each
debenture 3 Out of the total sanctioned FSI of702871 Sq Ft of Commercial Complex mortgage and charge over FSI equivalent to 625000 Sq Ft including prorata share over all that piece and parcel of free hold land admeasuring 95 acres (approx) located at Sector 82A Gurgaon Haryana India over which the Commercial Complex is proposed to constructed developed together with proportionate buildings and structures thereon AND the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
4 Pledge of entire issued equity share capital of CDPL
5 Post-dated cheques
---6 Personal Guarantee of the Promoter viz Mr Vijay(qtipta
1
IDEI Trusteeshi p services Limited
Secured Redeemable Optional Convertible Debentures of aggregate face value of
80000000 0- (Rupees Eighty Crore Only) on the face value (being 5000000shy(Rupees Fifty Lakhs only)) of each debenture
Qu art erly Co u po n Rat e of 55
The company shall be obliged to redeem the OCDs in four equal installment s starting from march 31 2014 over a period of 6 (six) financial quarters (the first such financial quarter ending on March 31 2014) such that the OCDs are completely redeemed on June 302015
(i) First sole amp exclusive charge by way of(a) equitable mortgage on the Mortgaged Security Property I and (b) equitable mortgage on the Mortgaged Security Property II
Mortgaged Security Property-I shall mean 23268 acres out of the larger property being the aggregate of 19218 acres (forming part of 25018 acres of land for which License is in place) and the 405 acres for which letter of intent is in place along with the proportionate floor space index and all present and future buildings and structures constructed thereon and all the rights title and interest of the Company and the concerned group housing project landowners over such property excluding 404 (four hundred and four) number of units constructedto be constructed over the aforesaid 19218 acres as more particularly detailed III the transaction documents
Mortgaged Security Property-II shall mean 696 acres out of the security property-II 1004 acres of acquired land in Sector 85 Gurgaon Haryana along with the proportionate floor space index and all present and future buildings and structures constructed thereon and all the rights title and interest of the Company and the concerned group housing project landowners over such property
(ii) first sole and exclusive charge on present and future basis by way of hypothecation on the relevant group housing _poject
-------------------------~----------~-----------------------------receivables from time to time and monies lying and credited into the escrow accounts at any point in time including any fIxed deposits created in accordance with the escrow account agreement out of such monies from time to time together with all and any interest accruing in respect thereof and
(iii) The issuance of personal guarantees by the Promoters in favour of IDBI guaranteeing the fulfIllment of the secured obligations
The NCD Series - I were fully redeemed on July 272013
2 Details of Unsecured Borrowings5
The unsecured loans of the Company outstanding as on March 31 2013 follows
(in ~)
Loan from Body Corporate Flair Exports Pvt Ltd Seh Realtors Pvt Ltd Citland Commercial and Credits Ltd Delhi Brass and Metal Works Pvt Ltd Span India Pvt Ltd Loan Directors Shareholders and their Relatives Amit Gupta-Loan Taken Vijay Gupta (Loan Taken) Amit Gupta (HUF) Green Bay Infrastructure Pvt Ltd Kusum Gupta Mamta Gupta Pooja Gupta Vijay Gupta(HUF)
5000000000 10000000000 16670000000 6670000000
11670000000
2850848000 7929999985
20000000 32146887100
2466000000 5625400000 3250000000
92100000
5 The figures are as per audited financial for the financial year ending March 31 2013
Page 300[60
3 Details of Bank Guarantee6
Bank Guarantee by the Company in respect of Orris Business Square - 95 Acres
ICICI Bank 1 Limited June 182010
Issued by ICICI Bank June 182010 and Valid till October 28 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 2 Bank Ltd Jan 03 2013
ICICI Bank 3 Limited February 232011
Director Town and Country Planning Chandigarh
Director Town and Country Planning Chandigarh Haryana State Pollution Control Board
62946450 October 282012
5938000 October 272014
3750000 February 222016
Bank Guarantee by the Company in respect of Carnation Residency Aster Court Aster Court premier amp Villas 33 -25018 Acres
Issued by ICICI Bank on September 232008 amendment dated September 102010 and valid till September 22 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 4 Bank Ltd September 222012
Issued by ICICI Bank on September 23 2008 amendment dated September 102010 and valid till September 22 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 5 Bank Ltd September 222012
Director Town and Country Planing Chandigarh 111524000
September 222014
Director Town and Country Planing Chandigarh
6 The figures are as per audited accounts for the financial year ending March 31 2013
Page 31 0[60
--
----- --- - shyIssued by ICICI Bank on December 16 2010 and expiry date is Dec 15 2015 but we close it Haryana with ICICI Bank and a State fresh guarantee was Pollution
ING Vysya issued by ING Vysya Control January 6 Bank Ltd bank on 23012013 Board 5000000 142016 Bank Guarantee by the Company in respect of Spring Homes middot10043 Acres
Director Town and Country
ING Vysya Planing September 7 Bank Ltd September 32012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 8 Bank Ltd September 3 2012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 9 Bank Ltd September 32012 Chandigarh 13112500 22016
Director Town and Country
ING Vysya Planing September 10 Bank Ltd September 32012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 11 Bank Ltd September 3 2012 Chandigarh 14752500 22016 Bank Guarantee by the Company in respect of Carnation Residency Aster Court Aster Court premier amp Villas 33 -405 Acres
Director Town and Country
ICICI Bank Planing August 71 12 Limited August 8 2011 Chandigarh 21632230 2015
Director Town and Country
ICICI Bank Planing August 7 13 Limited August 8 2011 Chandigarh
---shy5062~~t ~~015
6ltC [-I_i ~~-
I cel i Ieshy -
Note ~
10 Bank Guarantee of 35 Crore is issued by ING Vysya Bank 2 ING Vysya Bank has given counter guarantee against BG of 21632230
amp 5062500 issued for Aster Court Carnation Residency Aster Court Premier amp Villas 33 ING has given counter guarantee for 62946450 amp 3750000 issued for OB8
3 In OB8 all payment of EDC has been made so BG of 62946450 will be released which is already expired
4 Bank guarantee issued by ING Vysya bank is on 10 cash margin on fIxed deposit
5 Security offered against 35 Cr Bank guarantees issued by ING Vysya Bank is following
Orris HQ(J-I0S DLF Phase-II(Gurgaon)-Given as collateral security Janakpuri (C-3260 New Delhi)-Given as collateral security
4 Particulars of debt securities issued (i) for consideration other than cash whether in whole or in part (ii) at premium or discount or (iii) in pursuance of an option
The Company confIrms that save and except the following given below company has not issued any debt securities (i) for consideration other than cash whether in whole or in part (ii) at premium or discount or (iii) in pursuance of an option
bull NCD-I at discount
bull NCD-II at discount bull OCD in pursuance of an option
5 Servicing behavior on existing debt securities payment of due interest on due dates on term loans and debt securities
The Company hereby confIrms that
1 it has been servicing all its principal and interest on time and there has been no subsisting delay or default since its incorporation
Ii there is no subsisting default in repayment redemption of any of its borrowings nor has the Company affected any kind of roll over against any of its borrowings in the past
6 That the permissionconsent from the prior creditor for a second or pari passu charge being created in favor of the trustee to the proposed issue has been obtained
The existing mortgage over the Co~mercial Property s~all be ~leared~tT~l the Company and a no dues certifIcate shall be obtamed pnor ~~tMe -~0--o Deemed Date of Allotment Accordingly the Company hereby cott(rms 1
If) J -~ ~ 1( D gt~
Page 33 6 ~
that it does not require any consent permission to create security in relation to the Debentures as stipulated in this Information Memorandum Disclosure Document and the Security Documents
7 Any material eventdevelopment or change at time of issue or subsequent to the issue which may affect the issue or the Investors decision to invest continue to invest in the debt securities
Directors of the Company represent that there have been no material developments at the time of issue or subsequent to the issue which would materially and adversely affect or are likely to affect the business of the Company or the value of its assets or its ability to pay its liabilities
OTHER INFORMATION AND ISSUE PROCEDURE
The Debentures being offered as part of the Issue are subject to the provisions of the Act the Memorandum and Articles of Association of the Issuer the terms of this Information Memorandum Disclosure Document Application Form and other terms and conditions as may be incorporated in the Debenture Trust Deed and other Security Documents
Issue of Debentures in Dematerialised Form The Debentures will be issued in dematerialized form The necessary arrangements are being made with the Depositories for the issue of the Debentures in dematerialised form Investors will have to hold the Debentures in dematerialised form as per the provisions of Depositories Act 1996 The Company shall take necessary steps to credit the Debentures allotted to the depository account of the Investor
Trustee for the Debenture holder(s) The Issuer has appointed ILampFS Trust Company Limited to act as trustee for the Debenture holder(s) The Issuer and the Debenture Trustee intend to enter into the Debenture Trust Deed inter alia specifying the powers authorities and obligations of the Debenture Trustee and the Issuer The Debenture Trustee shall act based on the provisions of the Debenture Trust Deed The Debenture Trustee will at all times protect the interest of the Debenture holder(s) in accordance with the Debenture Trust Deed
Resignation and Removal of Debenture Trustee The Debenture Trustee and the Company declares that they shall not revoke the Trust hereby declared till the Debentures are redeemed in full The Debenture Trustee may at any time without assigning any reason and without being responsible for any loss or costs occasioned thereby resign as the Debenture Trustee provided that they shall continue to act as Debenture Trustee until a successor trustee is appointed by the Company The Debenture Trustee may also be removed by majority Debenture holders without assigning any reason as per Debenture Trust Deed
Sharing of Information The Issuer may with the written consent of the Debenture holder(s) exchange share or part with any financial or other information about the Debenture holder(s) available with the Issuer with its subsidiaries and affiliates and other banks financial institutions credit bureaus agencies statutory bodies as may be required
Debenture holder not a Shareholder Subject to the Debenture Trust Deed the Debenture holder(s) shall not be entitled to any right and privileges of shareholders other than those available
to them under the Act The Debentures shall not confer upon the Debentt5~r)(~IifI~
holders the right to receive notice(s) or to attend and to vote at any ge111- ~~ meeting(s) of the shareholders of the Issuer (5[ )~
r-)e i3 gt ~
Page 35 of 60--gt
Modification of Debentures or Information Memorandum Disclosure Document The Issuer may make modifications in the Information Memorandum Disclosure Document only upon receiving consent from the Debenture Trustee who in turn shall seek approval from majority Debenture holder(s)
Notices Any notice may be served by the Issuer upon the Debenture holders through post email fax or personal delivery addressed to such Debenture holder at his her registered address and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof All notice(s) to be given by the Debenture holder(s) shall be sent by post or email or fax or by hand delivery to the Issuer or to such persons at such address as may be notified by the Issuer from time to time through suitable communication and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof or at the expiry of the 3 rd day from the date such notice is dispatched whichever is earlier All correspondence regarding the Debentures should be marked Private Placement of Debentures
All notices from the Issuer shall be sent to the Debenture Trustee with copies to the Debenture Holders All notices to be sent by the Debenture Trustee to the Issuer andor the Promoters shall first be sent to the Debenture Holders for Debenture Holder Approval in terms of the Debenture Trust Deed The Debenture Trustee shall ensure and procure that any notice received by the Debenture Trustee from the Issuer andor the Promoters is shared by the Debenture Trustee with all the Debenture Holders of the Issuer within a period of 2 (two) Business Days from the date of receipt of such notice and in every event before the Debenture Trustee responds to such notice
Issue Procedure Only Eligible Investors as given hereunder may apply for the Debentures by completing the application form in the prescribed format as attached in Annexure 7 (Application Form) in BLOCK LETTERS in English as per the instructions contained therein The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the Application Form No application can be made for a fraction of a Debenture Application Forms should be duly completed in all respects and applications not completed in the said manner are liable to be rejected
The name of the applicants bank type of account and account number must be duly completed by the applicant This is required for the applicants own safety and these details will be printed on the refund orders and interest redemption payments c~~ F~~~gt
~ll ~~
~( ~ )~~Jy 11 ~
~ ~
Page 36 of60-~-~ ~
The Application Form must be accompanied by either demand draft(s) or cheque(s) drawn or made payable in favour of the Issuer or otherwise as may be set out in the Application Form and crossed Account Payee Only Cheque(s) or demand draft(s) may be drawn on any bank including a coshyoperative bank which is a member or a sub-member of the New Delhi Bankers Clearing House located If permitted the applicant may transfer payments required to be made in relation to any by electronic transfer of fundsRTGS to the bank account of the Issuer as per details mentioned in the Application Form
Application Procedure Eligible Investors will be invited to subscribe by way of the Application Form prescribed in the Information Memorandum Disclosure Document during the period between the Issue opening date and the Issue closing date (both dates inclusive)
Fictitious Application As a matter of abundant caution and although not applicable in the case of debentures attention of applicants is specially drawn to the provisions of sub-section (I) of Section 68A of the Act
Any person who (a) makes ina fictitious name an application to a company for acquiring or subscribing for any shares therein or (b) otherwise induces a company to allot or register any transfer of shares therein to him or any other person in a fictitious name shall be punishable with imprisonment for a term which may extend to five years
Basis ofAllotment The Investors will be required to remit the funds as well as submit the duly completed Application Form along with other necessary documents to Issuer by the Deemed Date of Allotment Deemed Date of Allotment for the Issue is 23-10-2013 by which date Investors would be intimated of allotment
Record Date The date falling seven days prior to the Due Date or if it happens to be a holiday then the immediately succeeding Business Day shall be the Record Date
Eligible Investors Only those Investors who have been addressed through a communication directly are eligible to apply No other Investor can apply All Investors are required to comply with the relevant regulationsguidelines applicable to them for investing in this issue of Debentures
Note Participation by potential Investors in the issue may be subject to statutory andor 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 ~egulatory requirements applicable t them inclu~i~~lctUi~ exchange controls and other requIrements Applicants ought to seek Independent l~~ -~lti and regulatory advice in relation to the laws applicable to them rtf ~t
Page 37 o~-) ~~
Application under Power of Attorney Original power of attorney or the relevant authority together with its certified true copy as the case may be along with the names and specimen signatures of all the authorized signatories and the tax exemption certificate document if any must be lodged at time of submission of the completed Application Form Further modifications additions in the power of attorney or authority should be notified to the Company at its registered office
Procedure for applying for Dematerialised Facility
I The applicant must have at least one beneficiary account with any of the Depository Participants of NSDLCDSL prior to making the application
2 The applicant must necessarily fill in the details (including the beneficiary account number and Depository Participants ID) appearing in the Application Form under the heading Details for Issue of Debentures in ElectronicDematerialised Form
3 Debentures allotted to an applicant will be credited directly to the applicants respective beneficiary account(s) with the Depository Participants
4 For subscribing to the Debentures names in the Application Form should be identical to those appearing in the account 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 in the Depository
5 Non-transferable allotment advicerefund orders will be directly sent to the applicant by the Registrar and Transfer Agent to the Issue
6 If incompleteincorrect details are given under the heading Details for Issue of Debentures in ElectronicDematerialised 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
7 For allotment of Debentures the address nomination details and other details of the applicant as registered with hisher DP shall be used for all correspondence with the applicant The applicant is therefore responsible for the correctness of hisher demographic details given in the Application Form vis-a-vis those with hisher Depository Participant In case the information is incorrect or insufficient the Issuer would not be liable for the losses if any
8 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 t- ~gti)L~-~(i ~page380~ ~
~nmiddotmiddotmiddotmiddot-middotmiddotmiddotmiddot ~lt---plusmn
Documents to be provided by Eligible Investors
Investors need to submit the following documentation as applicable
Memorandum and Articles of Association or other constitutional documents
Resolution power of attorney authorising investment
Specimen signatures of the authorised signatories duly certified by an appropriate authority
bull SEBI registration certificate (if applicable)
Copy ofPAN Card to be submitted
bull Application fonn (including RTGS details)
Mode of Payment All payments must be made through cheque(s)draft(s)transfersRTGS as set out in the Application Form
Depository Arrangements The Company has appointed Skyline Financial Services Private Limited as the Registrar and Transfer Agent for the present Issue and the Company shall make necessary depository arrangements with CDSL and NSDL for issue and holding of Debentures in dematerialised form
List of Beneficiaries The Issuer shall request the Depositories to provide a list of beneficiaries as at the end of the relevant Record Date This shall be the list which will be used for payments of interest or repayment of redemption monies or any other amounts payable on the Debentures as the case may be
Effect of Holidays Should any of the dates defined above or elsewhere in this Information Memorandum Disclosure Document (except the Deemed Date of Allotment) fallon a day other than a Business Day the immediately succeeding Business Day shall be considered as the effective date(s) In case Record Date book closure date falls on a day other than a Business Day the Business Day the succeeding day shall be the record date book closure date
Tax Deduction at Source Tax as applicable under the Income Tax Act 1961 or any other statutory modification or re-enactment thereof will be deducted at source on the interest payable on the Debentures Tax exemption certificatedocumentform under section 193 of the Income Tax Act 1961 if any must be lodged at th~ Registered Office of th~ Issuer at least fiftee~~~middot(iJ2~~ (15) days before the relevant mterest payment becommg due (~ 1
i t IJ W7i$0 ~---Page 39 of 6O____~ti-----
Letters of Allotment The Issuer shall issue a Letter of Allotment to each Debenture holder on the Deemed Date of Allotment The Debentures will be subsequently credited in dematerialised form within 2 (two) Business Days from the Deemed Date of Allotment
Deemed Date of Allotment All the benefits under the Debentures will accrue to the Debenture holders from the date of receipt of the application monies The actual allotment may take place on a date other than the Deemed Date of Allotment
Refunds For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within seven days from the Deemed Date of Allotment of the Debentures 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
Joint Holders Where two or more persons are holders of any Debenture(s) they shall deem to hold the same as joint tenants with benefits of survivorship
Mode of Transfer Debentures shall be transferred subject to and in accordance with the rules procedure as prescribed by the NSDL CDSL Depository participant of the transferor transferee and any other applicable laws and the rules notified in respect thereof 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 Transferor shall give delivery instructions containing details of the transferees DP account in his depository participant
Succession In the event of demise of Debenture holder the Company will recognize the executor or administrator of the deceased Debenture holder or the holder of succession certificate or other legal representative as having title to the Debentures The Company shall not be bound to recognize such executor administrator or holder of the succession certificate or other legal representatives as having title to the Debentures unless such executor or administrator obtains probate or letter of administration or such holder is the holder of succession certificate or other legal representation as the case may be from a competent Court in India having jurisdiction over the matter The Company may in their absolute discretion where it thinks fit dispense with production of probate or letter of administration or succession ~--~gt
l
certificate or other legal representation in order to recognize such holder ~1 ~)t)
Page 40 of6~ Vv pound ~o-middot~-
bull ~f V
being entitled to the Debentures standing in the name of deceased Debenture holder on production of sufficient documentary proof or indemnity
Nomination In the event of however a deceased Debenture holder(s) having nominated any person entitled to be registered as the Debenture holder in the event of his death such nominee shall be registered as the Debenture holder in place of the deceased Debenture holder
Page 41 of 60 shy
OTHER REGULATORY AND STATUTORY DISCLOSURES
Stock Exchange Disclaimer Clause It is to be distinctly understood that filing of this Information Memorandum Disclosure Document with the Stock Exchange should not is any way be deemed or construed that the same has been cleared or approved by the Stock exchange The Stock Exchange does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue has been made or for the correctness of the statements made or opinions expressed in this Information MemorandumDisclosure Document
Listing Disclaimer The Debentures are proposed to be listed on the Wholesale Debt Market segment of the BSE The Company shall comply with the requirements of the listing agreement to the extent applicable to it on a continuous basis and shall complete all formalities relating to listing of the Debentures
Companys Disclaimer Clause The Company certifies that the disclosures made in this Information MemorandumDisclosure Document are generally adequate and III
conformity with SEBI Regulations Further the Company accepts no responsibility for statements made otherwise than in the Information MemorandumDisclosure Document or Security Documents or any other material issued by or at the instance of the Company and anyone placing reliance on any source of information other than this Information Memorandum Disclosure Document and the Security Documents would be doing at their own risk and the Company will not be liable for such reliance
Issue of Debentures in Dematerialised Form The Debentures will be issued only in dematerialized form The Issuer has made arrangements with the Depositories for the issue of the Debentures in dematerialized form Investors will have to hold the Debentures in dematerialized form as per the provisions of Depositories Act 1996
Consents ILampFS Trust Company Limited has given its written consent for its appointment as debenture trustee to the Issue under Regulations 4(4) of the SEBI Regulations and inclusion of its name in the form and context in which it appears in this Information Memorandum Disclosure Document __
4ti)~ ~ A )ro)
C
Page 42 of60
ANNEXURE 1 SUMMARY TERM SHEET
--------------------------------------------------------------------------- shyIssuer Orris Infrastructure Private Limited
Instrument Secured Cumulative Redeemable Non-Convertible Debentures
Total number of 200 NCDs Face Value ~ 10000000- (Rupees One Crore only) per Debenture
Issue Size ~ 2000000000- (Rupees Two Hundred Crores only)
Issue Price At its face value ie ~ 10000000- (Rupees One Crore only) per Debenture
Mode of Private Placement Placement Object of the The proceeds from the issue shall be utilized for the general Issue corporate purposes of the Company
Form of listed Dematerialised issuance Deemed Date of 23-10-2013 or any other date as decided by the Issuer Allotment
Tenor 48 (forty eight) months from the Deemed Date of Allotment
Redemption After expiry of the Moratorium Period the Issuer shall redeem the Debentures in equal monthly installments over a period of 33 (thirty three) months on each Due Date subject to premature redemption as permitted under the Debenture Trust Deed
Moratorium Period of 15 (Fifteen) months from the Deemed Date of Allotment Period Interest Rate Interest will be payable at the interest rate of 20 (Twenty percent)
per annum payable monthly on the Outstanding Amounts as per the Payment Schedule (refer Annexure 2 to this Information Memorandum Disclosure Document)
The first installment for interest payment shall also include an additional amount equivalent to 125 (one point two five percent) of the issue size (excluding any applicable taxes) to the Debenture holders in proportion to the Debentures held by them
Market Lot One (1) Debenture
Minimum Application
Early Repayment
Escrow Mechanism
------shy
Subject to the conditions specified in the Debenture Trust Deed (Premature Redemption) the Issuer shall have a onetime option to prematurely redeem in a single tranche and not exceeding 25 (twenty five) of the outstanding Debenture Principal Amount at any time after expiry of the 24 (twenty four) months from the Deemed Date of Allotment till the expiry of 30 (Thirty) months of the Deemed Date of Allotment (Premature Redemption Period) The Premature Redemption shall be exercised in a single tranche and shall be subject to fulfillment of each of the following conditions that the Company prematurely redeems Debentures equivalent to an amount in the multiples of ~ 50000000- (Rupees Five Crores Only) with the minimum amount being ~ 150000000- (Rupees Fifteen Crores Only) for redemption in excess of the amounts permitted for Premature Redemption as specified above the Issuer shall pay a premature redemption premium of 2 (two percent) on the amount being redeemed and paid by the Issuer plus applicable service tax or other statutory levy if any subject to deduction of income tax at the rate prescribed under the Income Tax Act 1961 (Premature Redemption Premium) subject to the Escrow Mechanism below the Issuer shall have the option to prematurely redeem the Debentures after the expiry of the Premature Redemption Period without paying any Premature Redemption Premium provided such amounts are in accordance with sub-clause (a) above and any redemption of Debentures by the Issuer in accordance with this Deed shall be proportionate redemption of all the Debentures together through reduction in face value of each Debenture Further the redemption of the Debentures may be carried out in accordance with the Escrow Mechanism mentioned below
All receivables from the Project will be deposited by the Company in an Escrow Account All monies deposited in the Escrow Account shall be utilized in following order Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal with respect to the Debentures Only upon satisfaction of the requirement of (1) and (2) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account towards withdrawal of upto ~ 900000000 (Rupees Ninety Crores only) by the Company After withdrawal of ~ 900000000 (Rupees Ninety Crores only) by the Company
Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal witl]_x~secttyct to
-_8f~~the Debentures (f~X-~~~
~ ) Page 44 amp1 ~____~i
--------------------------------------- -- -------------
Debt Service Reserve Account (DSRA)
Put Option
Issue open on
Issue closed on
Basis for Interest calculation
Listing
Depository
Credit Rating
Security
Only upon satisfaction of the requirement of (a) and (b) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account 60 (Sixty percent) of any further monies in the Escrow Account shall be used to accelerate the redemption of the Debentures and the remaining 40 shall be withdrawn by the Company
Shall mean an amount being not less than ~ 60000000 (Rupees Six Crores only) to be maintained by the Company in the Escrow Account at all times
In the event of a default as defined iIi the Debenture Trust Deed the Debenture Trustee (on instructions from the Debenture holders) can exercise a put option on the Promoters to buy back the entire outstanding Debentures
04-10-2013 or any other date as decided by the Issuer
23-10-2013 or any other date as decided by the Issuer
Interest payable on the Debentures shall accrue on a day to day basis and shall be computed on the basis of 365 (Three Hundred Sixty Five) days divided equally for each of the twelve calendar months
At the WDM segment of the BSE
NSDL and CDSL
ICRA B+ by ICRA Limited
The Debentures together with any interest accrued thereon and outstanding amounts Debenture Trustees remuneration and all costs charges expenses and all other monies due in respect of the Debentures shall be secured by
First and exclusive charge on all Project Receivables through the Deed of Hypothecation together with the Escrow Agreement and such charge will be superior to any other claims on the Project Receivables First and exclusive charge on all amounts lying to the credit of the Escrow Account under the Deed of Hypothecation First and exclusive charge by way of equitable mortgage on the Commercial Property (Mortgaged Property) through execution of a registered Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property in favour of the Debenture Trustee together with a declaration cum undertaking from CDPL declaring the creation of mortgage by deposit of titly-~Si~6d~~ the
I-SI ~~
Page 4~60
----------------------------------------------------------------------------------Commercial Property in terms of the memorandum of entry Equitable mortgage and exclusive charge over FSI equivalent to 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of the Commercial Project together with all the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
Exclusive charge over all the rights title interest benefits claims demands of any nature whatsoever of the Company under andor in respect of the CDPL Collaboration Agreements for development and construction of the Commercial Colony and the entire FSI in the Commercial Project along with proportionate undivided interest in the underlying land and without limitation the following the right to compel performance thereunder and to substitute or be substituted for the Company thereunder and to substitute and be substituted thereunder for the Company thereunder and to commence and conduct either in the name of the Company or in its own name or otherwise any proceedings against any person in respect of any breach of the CDPL Collaboration Agreements and all claims of the Company including in any proceedings against all or any such persons to any amounts owing to or received by the Company thereunder and the rights and benefits of all Approvals to the extent capable of assignment together with the right to further assign any of the CDPL Collaboration Agreements and such Approvals to any Person Pledge of shares representing the entire issued and paid up share capital of CDPL under the Deed of Pledge Personal Guarantee of Sh Vijay Gupta Sh Amit Gupta and Smt Kusum Gupta and Cheques
Security Creation The Security shall be created in the favour of the Debenture Trustee on or before the Deemed Date of Allotment
Representation The representations and warranties of the Company will be set out and Warranties in the Debenture Trust Deed
Event ofDefault All events of default as set out in the Debenture Trust Deed
Upon occurrence of such event of default Debenture Trustee shall (on instruction from the Debenture holders) issue a written notice of default to the Company and grant to the Company a cure period in accordance with the terms of Security Documents
The consequences of an event of default shall be governed_lgtY the provisions in the Security Documents and shall inclu9~~ayfu~i1t of
default interest and enforcement of the Security in the manner specified In the Security Documents including appointment of nominee director(s)
Default Interest An additional interest of 4 pa (four percent per annum) over and Rate above the Interest Rate (as defined hereinafter) (viz the default
interest rate shall be 24 (twenty four percent) payable in relation to the Debentures and the Outstanding Amounts payable In accordance with Security Documents
Registrar and Skyline Financial Services Private Limited Transfer Agent
Compliance All provisions clauses regulations specified by GOISEBIRoCBSE with respect to issue and listing of Redeemable and Secured Non-Convertible Debentures shall be complied with by the Company
Assignment Each Investor may transfer or dispose a part or the whole of its Transferability Debentures without the Companys consent
Governing Law The governing law will be the laws of India and the parties submit to and Jurisdiction the exclusive jurisdiction of the courts in Delhi
~-~---~-~
u c tL ~If) -~~-J bull (
Page 47 of60
ANNEXURE 2 PAYMENT SCHEDULE
Due date
Month 0
Last Day ofMonth 1
Last Day ofMonth 2
Last Day ofMonth 3
Last Day ofMonth 4
Last Day ofMonth 5
Last Day ofMonth 6
Last Day of Month 7
Last Day ofMonth 8
Last Day of Month 9
Last Day of Month 10
Last Day of Month 11
Last Day of Month 12
Last Day of Month 13
Last Day of Month 14
Last Day ofMonth 15
Last Day of Month 16
Last Day of Month 17
Last Day of Month 18
Last Day ofMonth 19
Last Day ofMonth 20
Last Day of Month 21
Last Day of Month 22
Last Day ofMonth 23
Last Day of Month 24
Last Day ofMonth 25
Last Day of Month 26
Last Day ofMonth 27
Outstandino D b t b
e en nre1 su )scrIptlOn amount
I dat mont I en
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
1939393939
1878787879
1818181818
1757575758
1696969697
1636363636
1575757576
1515151515
1454545455
1393939394
1333333333
1272727273
I nterest
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
32323232
31313131
30303030
29292929
28282828
27272727
26262626
25252525
24242424
23232323
22222222
Debenture Payment to I t D b tSll )SCrIP Ion e en nre
t H Idamoun 0 ers
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
60606061 93939394
60606061 92929293
60606061 91919192
60606061 90909091
60606061 89898990
60606061 88888889
60606061 87878788
60606061 86868687
60606061 85858586
60606061 84848485
60606061 83838384
60606061 8~~3 j()gt t~( S( )Page48~60
-
Due date su
Last Day of Month 28
Last Day of Month 29
Last Day of Month 30
Last Day of Month 31
Last Day ofMonth 32
Last Day of Month 33
Last Day of Month 34
Last Day of Month 35
Last Day of Month 36
Last Day of Month 37
Last Day of Month 38
Last Day of Month 39
Last Day of Month 40
Last Day of Month 41
Last Day of Month 42
Last Day of Month 43
Last Day of Month 44
Last Day ofMonth 45
Last Day of Month 46
Last Day of Month 47
Last Day of Tenor
Outstandino D b t b
b ~ t~n ure t SCrIp Ion amoun
t th da mon en
1212121212
1151515152
1090909091
1030303030
969696970
909090909
848484848
787878788
727272727
666666667
606060606
545454545
484848485
424242424
363636364
303030303
242424242
181818182
121212121
60606061
Debentme Payment to Interest subscription
t amoun Debenture
H ld0 ers
21212121 60606061 81818182
20202020 60606061 80808081
19191919 60606061 79797980
18181818 60606061 78787879
17171717 60606061 77777778
16161616 60606061 76767677
15151515 60606061 75757576
14141414 60606061 74747475
13131313 60606061 73737374
12121212 60606061 72727273
11111111 60606061 71717172
10101010 60606061 70707071
9090909 60606061 69696970
8080808 60606061 68686869
7070707 60606061 67676768
6060606 60606061 66666667
5050505 60606061 65656566
4040404 60606061 64646465
3030303 60606061 63636364
2020202 60606061 62626263
1010101 60606061 61616162
The interest payment on the first Due Date shall vary depending on the date onwh~h the
application monies for Debentures arc received til 1~~1
1bull kAij~ lt laquo~~gt ~
-
--
Page 49 of60
ANNEXURE 3
UNDERTAKING BY THE COMPANY
The Company undertakes that bull In the event the Debentures are issued in physical form the Company
shall use a common form of transfer
bull It will provide on a half yearly basis a compliance certificate duly certified by the Debenture Trustee to the Debenture holders in respect of compliance with the terms and conditions of Issue as contained in this Information Memorandum Disclosure Document and
bull Every credit rating obtained shall be periodically reviewed by the Credit Rating Agency and any revision in the rating shall be promptly disclosed by the Company to the Stock Exchange Any change in rating shall be promptly disseminated to Debenture holders and prospective Investors in such manner as the BSE may determine from time to time All information and reports on the Debentures including compliance reports filed by the Company and the Debenture Trustee shall be disseminated to the Debenture holders and the general public by placing them on the website of the Company and shall through the Debenture Trust Deed request the Debenture Trustee to place the same on its website
bull The above Information Memorandum Disclosure Document IS
compliant with all disclosures required to be made for listing of senior non-convertible debentures on a private placement basis on a recognized stock exchange as specified in Schedule I under Regulation 21 of the Securities and Exchange Board of India (Issuing and Listing of Debt Securities) Regulations 2008
laquo~~(~I0~~ For o~InCr ~cture Private Limited
~~WIVijay~
(Chairman)
Page 50 of60
ANNEXURE 4
CREDIT RATING LETTER FROM ICRA LIMITED
Ie R A Limited
Ref DRAT2013-140-362
Mr Sanjay Aggarwal VP - Accounts amp raxation Orris Infrastructure Private Limited J-105 DLF Phase -II MG Road Gurgaon - 122002 Haryana
May 21 2013
Dear Sir
Rc ICRA-assigned Credit Rating for Rs 200 crore NCD Programmc of Orris Infrastructurc l)rivate Limited (instrument details in Annexure)
Please refer to your Rating Requisition dated May 112013 and the subsequent Rating Agreement of May 162013 for carrying out the rating of the aforesaid Bond Programme The Rating Committee
of ICRA after due consideration has assigned a [ICRAIB+ (pronounced as ICM B plus) rating
to the captioned Bond Programme
We would appreciate if you can sign on the duplicate copy of this letter and send it to us within 7
days from the date of this letter as confirmation about the use of the assigned rating The rationale
for assigning the above rating will be sent to you on receipt of your confirmation about the use of our rating as above Any intimation by you about the above rating to any BankerLending
AgencyGovernment AuthoritiesStock Exchange would constitute use of this rating by you
This rating is specific to the terms and conditions of the proposed issue as was indicated to us by you
and any change In the tenns or size of the issue would require the rating to be reviewed by us If
there is any change in the terms and conditions or size of the instrument rated as above the same must be brought to our notice before the issue of the instrument If there is nny such change after the
rating is assigned by us and confirmed to use by you it would be subject to our review and may result in change in the rating assigned
ICRA reserves the right to suspend withdraw or revise the above at any (ime on the basis of new information 01 unav~ilability of information or such other circumstances which ICRA believes may
have an impact on the rating assigned to you
The rating as aforesaid howeVer should not be treated as a recommendation to buy sell or hold the
bonds to be issued by you If the instrument rated as above is not issued by you within a period of 3
BuUding No 5 2 Floor TeL + 91 - 124 - 4545300 wOiosite wwwicraJn Tower A DLF cyber City Fax + 91 - 124 - 4050424 email infoicralndiacom Phase ll Gurgaon 122002
Regd Office 1105 Kailash Building 11 Floor 26 Kastuma Gandhi Marg NeW Delhi - 110001
RATING RES EAR eli INFORMATION
months from the date of this letter communicating the rating the same would stand withdrawn unless
revalidated before the expiry of 3 months
You arc required to forthwith inform us about any default or delay in repayment of intcrest or
principal amount of the instrument mtcd as above or any other debt instruments borrowing Y nu are also required to keep llS forthwith informed of any other devclopments which may have a direct
or indirect impact on the debt servicing capability of the company including any proposal for reshy
schedulement or postponement of the repayment programmes oCthe dues debts of the company with
any lendcr(s) investor(s)
You are required to inform us immediately as and when the borrowing limit for the instrument rated
as above or as prescribed by the regulatory authority (ies) is exceeded
We thank you for your kind cooperation extended during the course of the rating exercise Should
you require any clarification please do not hesitate to get in touch with us
With kind regards
Yours sincerely
for IeRA Limited
-- Iobit Inamdar S (Senior Vice President) (Analyst)
Page 52 of60
Annexure
Details of the bank limits rated by leRA (Rated on long term seale)
Page 53 of60
I eRA limited AIIA~fIiI ofMoltldyIInvllllttmI ~
Ref DRATfl013middot140middot3611
Date August 222013
MI Sanjay AggarwaJ VP - Accounts amp Taxation Orris Infrastructure Private Limited JmiddotIO5 DLF Phasemiddotll MG Road Gurgaonmiddot J22002 Haryana
Dear Sir
Re leRA ruting for Rs 2000 crote NCD Progrumme of Orris Infrastructure Private Umlted
This is with reference to your letter dated August 9 2013 for re-validating your rating for the Rs 200 erore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Boods programme ofyour company and last communicated to you vide QuI letter dated May 212013 stands The other terms and conditions for the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DlRAT12013middot 1410-362 dated May 2013 stands
With kind regards For lCRA Limited
(Senior Vice President)
T~middot + 91middot 124 bull ~ website VWW bulliCfSio fw + 91 124 -~ email info~middoticralndiagtcom
Page 54 of60
Ie R A Lim
Ref DfRAT2013-14O-364
Date October 03 2013
Mr Sanjay Aggarwal VP - Accounts amp Taxation Orris Infrastructure Private Limited J-105 DLF Phasemiddotmiddotll MG Road Gurgaon - 122002 Haryana
Dear Sir
Re ICRA rating for Rs 2000 crOTe NCD Programme of Orris Infrastructure Private Limited
This is with reference to your letter dated September 03 2013 for re-validating your rating for the Rs 200 crore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Bonds programrne of your company and last conununicated to you vide our letter dated August 22 2013 stands The other terrns and conditions fur the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DRATI2QI3middot 14()362 dated May WI3 stands
With kind regards For [eRA Limited
Vi (Senior Vice President)
Buildlng No 2 Iloot Tel + 81 124 - 4545300 websf1e WWWJCf8D
Tower A Cyber Oily Fax + 91 124 bull 4000424 ilImaH lnfoicralfldliLcof1
Phase II Gurgaonmiddot 1~
Regd Offictl noo iltailash Building i 1 Floor 26 KDtwoo Qandhi Marg New Delhi bull 110001
RATING RES EAR C H INfORMATION
Page 55 of60
ANNEXURE 5
CONSENT LETTER FROM DEBENTURE TRUSTEE
Ref No 1750 ITCL JUtmiddots I ru~1 Company Limilt~d
September 30 2013
Orris Infrastructure Private limited (Company) Jmiddot105 OLF PhaSe - 11 MG Road Gurgaon 122002
Kind Attention Mr Vljay Gupta Director
Sub listed Secured Redeemable Non Convertible Debentures (NCDs) aggregating to Rs 200 crs proposed to be issued by the Company on private placement basis
Dear Sirs
This is with reference to our discussion regarding appointment of ILampFS Trust Company limited (ITCL) as Debenture Trustee for the proposedlssue of listed Secured Redeemable NCDsof Rs 1 crore each aggregating to Rs 200 crs to ~ issued by the Company on private placement basis In this regard VIle do hereby give out consent to act as the Debenture Trustee subject to the Company agreeing to the following conditions
1 The Company agrees and undertakes to create the securities over such terms and conditions as detai~d in the signed Information Memorandum as submitted to us and execute the Debenture Trust Deed and other necessary security documents as required
2 The Company agrees amp undertakes to pay Debenture Trustees so long as they hold the office of the De~nture Trustee remuneration as stated in appointment letter dated July 30 2013 for the services as Debenture Trustee in addition to all legal travelling and other costS charges and expenses which the Debenture Trustee or their officers employees or agents rnayiocur in relation to execution of the Debenture Trust Deed and all other documents affecting the Security till the monies in respect of the Debentures have been fully paid-off and the requisite formalities for satisfaction of charge in aU respects have been complied with
3 The Company agrees ft undertakes to comply with the provisions of SEal (Debenture Trustees) Reguliltions 1993 SE61 (Issue and Listing of Debt Securitles) Regulations 2008 SEBICircutar No$EaIIlMOOfgtl1Sondl2oo911 105 dated 11052009 on Simplified Listing Agreement for Debt Securities read with the SEBl Circular No SEBIIIMDDOF-1 tBONDlClr-5120o9 dated the 16th November 2009 the Companies Act 19l)6 ilnd other applicable proviSions I circulars guidelines etc as applicable and amended from time to time and agrees to furnish to Trustees such information in terms of the same on regular basis
Sincerely For ILftFS Trust Company lilDi~d
lL__~~ ~ ~ ~~~ --- ~
Authorized Signatory
lUfFS Finru1 Centre PloINo C 22 G Block 5th Floor Bjr Kurio Complex Bandra (Eastl Mumbamiddotmiddot 40(K)SI INDIA
Bangalor( Office ILEtFSTru1 (ompally Ltdbull ALmiddotLalheef 151 Floor No 2Unioll Slreet Offlnanlry Raad Banglore 5hlX)OI INDIA
New Delhi Offire ILftFSTrusl (ompY tId Amiddot26a lsI Ploor Bhishm Pithamah Marg DefencfCoony New Delhi - 110024 INDIA
Kolkala Offilaquo ILftfSTrusl Company Ltd ILIIFS Constantia lnlflPor n Dr11 lIt Bramachari Street Kolkata bull 700017 INDIA
Page 56 of60
ANNEXURE 6
CONSENT LETTER FROM REGISTRAR AND TRANSFER AGENT i
Skyline Financial Serrr)ices Pvt Ltd SEBI REGISTERED CATEGORY1 REGk)IRARS ampSHARE TRANSfRAtgtENT D153A Ht Floor () nol Area Ph bullbullbullI New Dolhmiddot llO 020 1 9 middot1126812682 2S612~83 EmiddotmaI nOlltyhOaccrn tte-oSi$ wwwSiltyllnfHla_all1
August 29 2013
MrVlneel Kumar Gupta
Sr Manaler Secretarial
Orris InfraSlrucllJre Private Limited
Orris la M G Road
Gurgaoo - 1iG 002 (Hr)
Sub Consent to aet as Registrar to Issue and TfBllSfer Agent
DearSJr
Thls1s in reference 10 YOllr email datild AugJS1 29 2013 We hereby give our consent to act as 21
Registrar to IsSue and Transfer Agent for your propOSed issue of 1O - conveo1ibledebentures Of Rs
20000 Crore (jl1d our name IS Registrar to i$sueandShare Transfer agent may please be included in
Thanking you Y()ursfailhfufy
Vice- President
Page 57 0[60
--
-------
ANNEXURE 7
APPLICA TION FORM
ORRIS INFRASTRUCTURE PRIVATE LIMITED Registered Office RZ-D-5 Mahavir Enclave New Delhi 110045
Corporate Office 1-105 DLF Phase II Mehrauli Gurgaon Gurgaon -122002
Application No ___ Date
Dear Sirs
VWe have read and understood the terms and conditions of issue by Orris Infrastructure Private Limited of senior secured cumulative redeemable Non-Convertible Debentures of face value ~ 10000000 (Rupees One Crores only) having a coupon rate of 20 pa on a private placement basis on the face value aggregating to ~ 2000000000- (Rupees Two Hundred Crores only) (Debenture) contained in the Information Memorandum Disclosure Document dated __2013 VWe bind ourselves to the terms and conditions as contained in the Information Memorandum Disclosure Document and wish to apply for allotment of these Debentures The amount payable on application as shown below is remitted herewith On allotment please place myour name(s) on the Register of Debenture holder(s)
(Please read carefully the instructions on the next page before filling this form)
No of Debentures applied No in figures No in words for
Amount (~)
Detal s I 0 f payment ChequesDemand Date Drawn on Bank DraftlRTGS Details
Applicants Name amp Address in full (please use capital letters)
Pin Code Telephone I Fax Email
I Status Bankin~ Company ( ) Insurance Company ( ) Other ( ) (specify in case of others) Name of Authorized Signatory Designation Signatures Signatoty
Details of Bank Account Bank Name amp Branch Nature ofAccount Account No IFSCINEFT Code middot)---~1
-- --
Depository Details
I1We the undersigned want to hold the Debentures of the Company in the dematerialised fonn Details of myour Beneficiary Account are given below
Depository Participant Name - shy
DPID
Beneficiary Account Number shy
Name of the Applicant
() II We understand that in case of allotment of Debentures to my lour Beneficiary Account as mentioned above would be credited to the extent of Debentures allotted
Taxpayers PAN I GIR No IT CircleIW ardlDistrict ( ) Not Allotted
Tax Deduction Status () Fully ( ) Tax to be ()Yes ONo Exempt deducted at
Source
I1We hereby understand that the Company has not provided and will not provide any material or other infonnation regarding the Debentures except as included in the Infonnation Memorandum Disclosure Document
Signature of the Applicant _________________(Tear here)__________
ACKNOWLEDGEMENT SLIP
Application No Date -- shyReceived From
1shy----------------------~
By ChequelDemand DraftlRTGS No
drawn on towards application for ______ Debentures (Chequesl Demand Drafts are subject to realisation)
For Orris Infrastructure Pvt Ltd
For all further correspondence please contact INFRASTRUCTURE PRIVATE LIMITED Tel +91 124-4979200
Page 59 of60
10
INSTRUCTIONS
You must complete application in full in BLOCK LETTERS IN ENGLISH
2 Your Signatures should be made in English or in any of the Indian languages
3 Application forms duly completed in all respects together with high value Cheques Pay Order Demand Drafts must be lodged at the Orris Infrastructure Private Limited Corporate Office (as provided above)
4 Payments through RTGS shall be made as follows
Beneficiary Account name Orris Infrastructure Private Limited IFSC Code UTIB0000056 Bank Account No 056010200015303 Bank Axis Bank Ltd Branch Sec-14 Gurgaon
5 The Cheque(s)Demand Draft(s) of high value clearing zone should be drawn in favour of ORRIS INFRASTRUCTURE PVT LIMITED and crossed Ale payee only Cheque(s)Demand draft(s) may be drawn on any scheduled bank and payable at Delhi
6 Mr Vineet Gupta as authorised representative of the Company will issue the Acknowledgement Slip (appearing below the Application Form) as acknowledgement of receipt of applications No separate receipt will be issued
7 You should mention your Permanent Account Number or the GIR number allotted under Income- Tax Act 1961 and the Income-Tax CirclelWardlDistrict In case where neither the PAN nor GIR number has been allotted the fact of non-allotment should be mentioned in the application form in the space provided
8 The application would be accepted as per the terms of the issue outlined in the Information Memorandum Disclosure DOC~fii
r1- -~0 gt tl~~ ~gt
j )j~ (~~ ~O
~ shy
Page 60 of60
--
c
Due Date
DTCP
EMI Event of Default
Escrow Agreement
Face Value
FSI Information Memorandum Disclosure Document
Interest Rate
Investor
Issue
ISIN
Memorandum MOA NSDL NCD Obligor(s)
Outstanding Amounts
Date on which any payment In respect of Debentures falls due ie the last day of each calendar month until the Debentures are not redeemed in full Director Town amp Country Planning Haryana Chandigarh Equal monthly installment All events of default as setout in the Security Documents Escrow Agreement to be executed among the Company Debenture Trustee and Promoters Face value of each Debenture being ~ 10000000shy(Rupees One Crore Only) Floor Space Index The information memorandumdisclosure document prepared by the Company in conformity with the SEBI Regulations and other applicable Law for the Debentures The Debentures of the Company shall carry an interest at the rate of 20 (Twenty Percent) per annum payable monthly on the Debentures and all Outstanding Amounts Such Person(s) who subscribes to the Debentures pursuant to the Issue or purchases the Debentures subsequently Issue of Debentures having aggregate face value of ~ 2000000000- (Rupees Two Hundred Crores only) to be issued by the Issuer pursuant to this Information Memorandum Disclosure Document
J
at the Face Value of ~ 10000000- (Rupees One Crore only) for each Debenture International Securities Identification Number Memorandum of Association of the Company National Securities Depository Limited Non-Convertible Debentures The Company and the Promoters are collectively referred to as the Obligors and individually as an Obligor Shall mean at any time the entire outstanding amount due in respect of the Debentures including the Debenture principal amount interest payable at the Interest Rate default interest payable at the Default Interest Rate Premature Redemption Premium (as defmed in Term Sheet in Annexure 1) fees costs charges and expenses (including any fees payable to the Debenture Trustee) and other
amounts pa~able in respect of the Debenture~10~ the TransactIOn Documents (~ lt)
-
-- Party PartIes
Payment Schedule
Person(s)
Personal Guarantees
Cheques
Promoters
Project
RBI
Registrar and Transfer Agent
The Debenture Trustee and the Obligor(s) are collectively referred to as the Parties and individually as a Party Means the schedule for payment of interest and principal installments towards the Debentures as provided m Annexure 2 to this Information Memorandum Disclosure Document Means and includes any natural person limited or unlimited liability company corporation (including any non-profit corporation) partnership (whether registered unregistered general limited or unlimited) sole proprietorship trust firm union unincorporated association joint venture joint stock company Hindu undivided family estate court tribunal agency Government ministry department commission self-regulatory organisation arbitrator board or other entity enterprise authority or business organisation whether or not required to be incorporated or registered under law or any agency or political subdivision thereof or any other entity that may be treated as a person under applicable Law Deed of personal guarantees to be provided by Mr Vijay Gupta Mr Amit Gupta Mrs Kusum Gupta Shall mean the undated cheques to be issued by the Company to the Debenture Trustee as security for the payments to be made under Debenture Trust Deed Mr Vijay Gupta Mr Amit Gupta Mr Sumit Gupta Mrs Kusum Gupta Mrs Mamta Gupta Mrs Pooja Gupta Mis Vijay Gupta (HUF) Mis Amit Gupta (HUF) and Mr Sumit Gupta (HUF)
Means the residential real estate project branded as Greenopolis being developed and sold by the Company on parcel of land admeasuring 47218 Acres as defined in the Debenture Trust Deed in accordance with a development agreement entered into with Three C Shelters Private Limited and all construction thereon present or future Reserve Bank of India Skyline Financial Services Private Limited
~~--------------------+~~~------~~--~-------------------~----~~ Record Date Shall mean the date falling seven days prior to the
Due Date or if it happens to be a holiday then the immediately succeeding Business Day shall be the Record Date ___ _
f--------------- shyROC The Registrar of Companies Delhi and Haryarlt~~I-raquo
------ shy
(21 V- S~ )~)
Page Nioo6~- -_ -~
------ -
RTGS Real Time Gross Settlement an electronic funds transfer facility provided by RBI
Rupees or ~ The lawful currency of India SEBI Securities and Exchange Board of India constituted
under the Securities and Exchange Board of India Act 1992 (as amended from time to time)
Security Documents Mean and include (i) Debenture Trust Deed (ii) Deed of Hypothecation (iii) Personal Guarantees (iv) Escrow Agreement (v) Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property (vi) declaration cum
I undertaking from CDPL declaring the creation of
I mortgage by deposit of title deeds of the Commercial Property in terms of the memorandum of entry (vii) Deed of Pledge in respect of the entire issued and paid up share capital of CDPL (ix) Cheques and (x) such other document as may be required and agreed upon between the Parties and executed from time to time
Transaction Documents Means and includes the Security Documents and this Information Memorandumj Disclosure Document
WDM Wholesale debt market segment of the BSE We us our Unless the context otherwise requires the
Company its subsidiaries and joint ventures if any
DISCLAIMERS
ISSUERS DISCLAIMER This Information Memorandumj Disclosure Document is neither a prospectus nor a statement in lieu of a prospectus The issue of Debentures proposed to be listed on the BSE is being made strictly on a private placement basis This Information Memorandumj Disclosure Document is not intended to be circulated to more than 49 persons This Information MemorandumjDisclosure Document is only meant for the Eligible Investors Multiple copies hereof given to the same entity shall be deemed to be given to the same person and shall be treated as such It does not constitute and shall not be deemed to constitute an offer or an invitation to subscribe to the Debentures to the public in general This Information Memorandumj Disclosure Document should not be construed to be a prospectus or a statement in lieu of prospectus under the Act
This Information Memorandumj Disclosure Document have been prepared in conformity with the SEBI (Issue and Listing of Debt Securities) Regulations 2008 as amended from time to time Therefore as per the applicable provisions copy of this Information Memorandumj Disclosure Document has not been filed or submitted to the SEBI for its review ~ltll0~ approval il bullbull ~
L~-( 2 I u I
pa~~L~9 ~-
This Information Memorandum Disclosure Document has been prepared to provide general information about the Issuer to potential Investor(s) Eligible Investors to whom it is addressed and who are willing and eligible to subscribe to the Debentures strictly on a private placement basis This Information Memorandum Disclosure Document does not purport to contain all the information that any potential Investor may require
Neither this Information Memorandum Disclosure Document nor any other information supplied in connection with the Debentures is intended to provide the basis of any credit or other evaluation and any recipient of this Information Memorandum Disclosure Document should not consider such receipt a recommendation to purchase any Debentures Each Investor contemplating purchasing any Debentures should make its own independent investigation of the financial condition and affairs of the Issuer and its own appraisal of the creditworthiness of the Issuer Potential Investors should consult their own financial legal tax and other professional advisors as to the risks and investment considerations arising from an investment in the Debentures and should possess the appropriate resources to analyze such investment and the suitability of such investment to such Investors particular circumstances The Issuer confirms that as of the date hereof this Information Memorandum Disclosure Document (including the documents incorporated by reference herein if any) is accurate in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements herein in the light of the circumstances under which they are made not misleading No person has been authorized to give any information or to make any representation not contained or incorporated by reference in this Information Memorandum Disclosure Document or in any material made available by the Issuer to any potential Investor pursuant hereto and if given or made such information or representation must not be relied upon as having been authorized by the Issuer
This Information Memorandum Disclosure Document and the contents hereof are restricted for only the intended recipient(s) Eligible Investors who have been addressed directly and specifically through a communication by the Company and only such recipient(s) Eligible Investors isare eligible to apply for the Debentures All Investors are required to comply with the relevant regulations guidelines applicable to them for investing in this Issue The contents of this Information Memorandum Disclosure Document are intended to be used only by those Investors to whom it is distributed It is not intended for distribution to any other person and should not be reproduced by the recipient
No invitation is being made to any persons other than those to whom application forms along with this Information Memorandum Disclosure Document being issued have been sent by or on behalf of the~~Any application by a person to whom the Information Memorandu~t~llisc~~~re
-f -t-I (n r-shy
~)~~ ~60( J~
Document has not been sent by or on behalf of the Issuer shall be rejected without assigning any reason
The Issuer does not undertake to update the Information Memorandum Disclosure Document to reflect subsequent events after the date of the Information Memorandum Disclosure Document and thus it should not be relied upon with respect to such subsequent events without first confirming its accuracy with the Issuer
The distribution of this Information Memorandum Disclosure Document and the offering and sale of the Debentures may be restricted by law in certain jurisdictions Person(s) into whose possession this Information Memorandum Disclosure Document comes are required to inform themselves about and to observe any such restrictions This Information Memorandum Disclosure Document does not constitute nor may it be used for or in connection with an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation No action is being taken to permit an offering of the Debentures or the distribution of this Information Meinorandum Disclosure Document in any such jurisdiction
This Information Memorandum Disclosure Document is strictly for a private placement and is only an information brochure for private use by the Eligible Investors Nothing in this Information Memorandum Disclosure Document shall constitute andor deem to constitute an offer or an invitation to an offer to the Indian public or any section thereof to subscribe for or otherwise acquire the Debentures Further since the Issue is being made on a private placement basis the provisions of Section 60 of the Act shall not be applicable and accordingly a copy of this Information Memorandum Disclosure Document has not been flIed with ROC or SEB
RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulflI its obligations in respect of the Debentures issued under this Information Memorandum Disclosure Document All of these factors are contingencies which mayor may not occur and the Issuer is not in a position to express a view on the likelihood of any such contingency occurring
In addition certain factors which are material for the purpose of assessing the market risks associated with the Debentures issued under the Information Memorandum Disclosure Document are also described below
The Issuer believes that the factors described below represent the principal risks inherent in investing in Debentures issued under the Informa~ Memorandum Disclosure Document but the inability of the Issuer yenlaquo~tfie
(~( )I)pagel~~i~
case may be to pay interest principal or other amounts on or in connection with any Debentures may occur for other reasons and the Issuer does not represent that the statements below regarding the risks of holding any Debentures are exhaustive Prospective Investors should also read the detailed information set out elsewhere in this Information MemorandumDisclosure Document and reach their own views prior to making any investment decision
The following are the risks envisaged by the management and Investors should consider the following risk factors carefully for evaluating the Company and its business before making any investment decision If any one of the following stated risks actually occurs the Companys business financial conditions and results of operations could suffer and therefore the value of the Companys debt securities could decline
Note Unless specified or quantified in the relevant risk factors the Company is not in a position to quantify the financial or other implications of any risk mentioned hereinbelow
bull Legality of Purchase A prospective Investor of the Debentures will be responsible for the lawfulness of the acquisition of the Debentures whether under the laws of the jurisdiction of its incorporation or the jurisdiction in which it operates or for compliance by that prospective Investor with any law regulation or regulatory policy applicable to it
bull A Slowdown in Economic Growth in India could Cause the Companys Business to Suffer The Companys performance and the quality and growth of its assets are necessarily dependent on the health of the overall Indian economy A slowdown in the Indian economy could adversely affect its business
bull Terrorist Attacks Civil Unrest and other Acts of Violence or War involving India and other Countries could Adversely Affect the Financial Markets and the Companys Business Terrorist attacks and other acts of violence or war may negatively affect the Indian markets and may also adversely affect the worldwide financial markets These acts may also result in a loss of business confidence In addition adverse social economic and political events in India could have a negative impact on the Company Such incidents could also create a greater perception that investment in Indian companies involves a higher degree of risk and could have an adverse impact on the Companys business
bull Uncertain Trading Markets and Liquidity Risk The Company cannot assure holders of the Debentures that a trading market for their Debentures will ever develop or be
Debenture holders may not be able to sell such Debentures readily or at prices that will enable them to realize their anticipated yield
bull The Company is Subject to Volatility in Cash Flows The Companys receipts from its customers are linked to the progress of construction on its projects and the creditworthiness of its customers Any delay in the receipts from its customers could impact the cash flows of the Company
bull Credit Risk Prospective Investors should be aware that receipt of any interest payment and principal amount on the Debentures is subject to the credit risk of the Issuer In the event that bankruptcy proceedings or composition scheme of arrangement or similar proceedings to avert bankruptcy are instituted by or against the Issuer the payment of sums due on the Debentures may be substantially reduced or delayed
bull Licences The Companys business requires grantrenewalextension of various licences approvals permissions from appropriate authorities under the applicable laws Any delay in grantrenewalextension of or refusal of appropriate authorities to grantrenewextend such licences approvals permissions could have an adverse impact on the business of the Company
bull MOUs and Collaboration Agreements The Company enters into MOUs collaboration agreement or other agreements to acquire title or land development rights with respect to certain lands for which the Company makes partial payments to land owners and Companys failure to meet the conditions of the MOUs collaboration agreements may adversely affect its business financial condition and results of operation
J
GENERAL INFORMATION
L Name and address of the Registered Office of the Company
Orris Infrastructure Private Limited RZ-D-5 Mahavir Enclave New Delhi 110045 Phone +91 1244979200 Fax +91 (0)124235329192 Email infoorrisin
2 Compliance Officer The details of person appointed to act as Compliance Officer for the purpose of this Issue is set out below
Vineet Gupta J-105 DLF Phase II Gurgaon 122002 Phone +91 124-4979200 Fax +91 11 2353291 Email vineetorrisin
3 Auditors
PR Kumar amp Company C-24 Safdarjung Development Area Main Aurbindo Marg New Delhi 110016 Phone +91 11 47118888 Fax +91 11 47118855 Email prkum~prkumarcom
4 Debenture Trustee
IL amp FS Trust Company Limited ILampFS Financial Centre 3rd Floor Plot No C-22 G Block Bandra Kurla Complex Bandra - East Mumbai - 400051 Phone +91 2226593810 Fax +91 2226533297 Email asstvicepresidentilfsindiacom
5 Registrar and Transfer Agent to the Issue
Skyline Financial Services Private Limited D-153 A 1st Floor Okhla Industrial Area Phase -I New Delhi 110020 Phone +91 11 30857575 Fax +91 11 30857562 Email adminskylinertacom~-t------
Page 13 of60tv))
-----~
6 Credit Rating Agency
ICRA Limited 1105 Kailash Building 11th Floor 26 Kasturba Gandhi Marg New Delhi 110001 Phone +91 11 2335794050 Fax +91 11 23357014 Email infoltq)icraindiacom
7 Details of Board of Directors
The following table sets forth details regarding the Companys Board of Directors as on the date of this Information Memorandum Disclosure Document
3260 Janakpuri New Delhi Managing Director 110058
Amit Gupta Joint- Managing Director C-3260 Janakpuri New Delhi 110058
None of the above Directors appear in the RBI defaulter list
Profile of Directors
Mr Vijay Gupta - Chairman and Managing Director Mr Gupta aged 55 years commerce graduate from Delhi University is a real estate veteran He has over 22 years of experience in handling Sale Leasing and management of land office buildings shopping centers residential and income generating properties and is a well-known name among known and building developers in the Northern India Mr Gupta has acted as Land consolidator and sold big land holdings to Builders and developers like D LF Vatika Sun City and several others in NCR region Mr Gupta has great credibility in the market for timely payment transparency and fair transaction
Mr Gupta has pioneered in providing real estate solutions to new age corporate and the IT Industry He has intricate knowledge and clear vision of the real estate sector He has helped in creating landmark structures in reflecting new standard of excellence in the real estate industry
Mr Vijay Gupta has negotiated and guided the company to enter into a very prestigious collaboration deal with DLF - the leading number one brand in development of real estate in India to develop 49288 acres of commercial land in the NCR region The company will get a great mileage from this agreement as besides the developed area the property will be Co-Branded as DLF ORRIS DLF has agreed to co brand the development due to this location advantage and future Prospects olt0Jcfl~
q~dj
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ImiddotJIiIMJff tlmiddotiAIIfiiJilIIfIii Mi rug ~IY_ ~icent
Mr Amit Gupta - Joint Managing Director Mr Amit Gupta son of Mr Vijay Gupta aged 32 years is young talented and has great business sense He has coordinated and developed several real estate projects in Gurgaon and adjoining areas Mr Amit Gupta has negotiated several land deals to the benefit of the company and is an expert in such deals
He is working out the details with architect to start the proposed housing project in the next couple of months He is in advance stage of negotiation for several other projects of the group
Mr Amit Gupta has a vision to make ORRIS a name to reckon with by providing real estate solutions to all and set bench mark constantly for itself and evolve a strategy of transparency and credibility
ISSUER PROFILE
1 Brief summary of Business Strength and Strategy Named after an extraordinary flower known for its fragrance Orris believes in leaving an everlasting fragrance in the minds of its customers stakeholders and society at large Orris is driven by passion and qUality At Orris we strive for perfection Our services range from real estate to energy from hospitality to education golf and much more Corporate social responsibility is embedded in our DNA Our journey is guided by a strong vision unshakable foundation and driven by quality and excellence service focused towards serving and offering our customers more than they expect Mr Vijay Gupta began his journey when he laid the foundation for Orris in 2008 His dream to usher India into a new era prompted him to found Orris From being a land consolidator and financier to starting his own real estate division he has come a long way scripting successes on his way Owing to his spectacular endeavors the company has been honored by the industry with the award prestigious Emerging Residential Infrastructure Company of Year 2010
Orris has had a great spell in the last three years Foundations for some of the ambitious projects were laid and a few have reached their finishing stage Apart from its foray into real estate Orris has made inroads into energy hospitality golf and education
At Orris we want to leave you with an everlasting experience Because you deserve the best Discover a fresh lease of quality life with Orris whether it is Real Estate Energy Hospitality Golf or Education We are passionate committed and driven
2 Main objects of the Company The main objects of the Company contained in its MOA are
bull To undertake and carry on the business of construction purchase sell and develop any type of property whether residential commercial industrial rural or urban whether belong to the company or any other person To develop erect and construct commercial properties buildings houses shopping centers and to carry out civil and construction work of every description and to improve repair renovate transfer charge assign let out hire sublet or sublease all type of lands plots buildings offices flats warehouses godown shops building banquet halls tenements and immovable properties whether freehold or lease hold of any nature and description
bull To carry on the business as owners builders developers promoters proprietors civil contractors of industrial commercial and residential properties colonies mills workshop buildings cinema houses and to deal in all kinds of immovable properties whether belonging to the company or not
bull To act as agent for purchasing selling and letting on hire land agricultural land and houses multi-stored commercial or residential building on commission basis To acquire land for the construction of multistoried buildings and to license the flats therein on suitable terms and conditions
bull To carry on the business of contractors dealers commission agents brokers consultants representatives and middlemen of properties To act as advisors andor consultants on all matters relating to the construction business town planning landscape architecture structural engineers and to prepare complete scheme drawings plans and estimates and to provide technical know-how in India or abroad
3 A brief history of the Company since inception
Incorporation details The Company was incorporated on July 26 2006 as a private limited company vide Certificate of Incorporation issued by Registrar of Companies of National Capital Territory of Delhi amp Haryana bearing Corporate Identity Number U70 109DL2006PTC 151295
Authorized 50000000 Equity shares of ~ 10- each 500000000shyIssued Subscribed amp Paid Up 29790000 Equity shares of ~ 10- each
flleT HMMUCiiWAJMWPiiliMNiI JI-
Date of Increase Incorporation
September 52007
December 1 2007
July 25 2012
Alteration The authorized share capital of the Company at the time of incorporation was ~ 500000- (Rupees five lakhs only) divided into 50000 (fifty thousand) equity shares of~ 10- (Rupees ten only) each
The authorized share capital of the Company was increased from ~ 500000 - (Rupees five lakhs only) to ~ 10000000- (Rupees one crore only) divided into 1000000 (Ten Lakh) equity shares of ~ 10- (Rupees ten only) each
The authorized share capital of the Company was increased from ~ 10000000- (Rupees one Crores only) to ~ 100000000 - (Rupees ten crore only) divided into 10000000 (one crore) equity shares of ~ 10- (Rupees ten only) each
The authorized share capital of the Company was increased from ~ 100000000- (Rupees Ten Crores Only) divided into 10000000 equity shares of ~ 10- (Rupees Ten Only) each to ~ 500000000shy(Rupees Fifty Crores Only) divided into 50000000 equity shares of~ 10- (Rupees Ten Only)
Date of Allotment
July 26 2006
October 222007
January 9 2008
March 21 2009
June 26 2012
August 82012
March 16 2013
No of Shares and Face Value
10000 Shares of ~ 10 each
500000 Shares of ~ 10 each
800000 Shares of ~ 10 each
2000000 Shares of~ 10 each
1655000 Shares of~ 10 each
19860000 Shares of ~ 10 each
4965000 Shares of~ 10 each
Amount per
share 10
10
10
10
10
10
10
Capital (~)
100000shy
5000000shy
8000000shy
20000000shy
16550000shy
198600000shy
ubullbull _bullbullbull ~-~_______~__________________
Sr Name of No the
Shareholder
Vijay Gupta1
Amit Gupta2
Sumit 3 Gupta
Kusum 4 Gupta
Mamta 5 Gupta
Pooja Gupta6
Ms Vijay 7 Gupta (HUF)
Ms Amit 8 Gupta (HUF)
Ms Sumit 9 Gupta (HUF)
Address
C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058
C-3260 Janakpuri New Delhi 110058
C-3260JanakpuriNew Delhi 110058
C-3260 Janakpuri New Delhi 110058
2681100
2681100
2085300
2383200
2383200
2383200
5064300
5064300
5064300 10
No of Amount Type shares per of
Share Shares
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
Equity
4 Debt-equity ratio prior to and after issue of Debentures
(Amounts in~)
Debt 2652702404 4652702404 Equity 368205693 368205693 Debt-Equity Ratio 720 1264
1 The figures are as per provisional accounts for the [mancial period ending September 272013 The figures are as per provisional accounts for the financial period ending 27th September 2013 3114--bull
includes debenture issued 200 secured redeemable Non-Convertible Debenture of 2000000qQ9t~~(9~
(Rupees Two Hundred Crores only) to be raised through present Issue of Debentures f - ~ ~_ (5 ~I
Page 1~ ~~~~j ~~~-j5-~
2
FINANCIAL HIGHLIGHTS OF THE COMPANY 3
Provided below are highlights from March 31 2013 and March 312012
-
PARTICULARS
Shareholders Funds Share Capital Reserves and Surplus Non-Current Liabilities Long-Term Borrowings Other Long Term Liabilities Long Term Provisions Current Liabilities Short-Term Borrowings Trade Payables Other Current Liabilities Short-Term Provisions TOTAL Non-Current Assets Fixed assets (i) Tangible assets (ii) Intangible assets (iii) Capital work-in-progress
Non-current investments Deferred Tax Assets (Net) Long term loans and advances Current assets Inventories Trade Receivables Cash and Cash Equivalents Short-Term Loans and Advances TOTAL
Profit amp Loss Statement Income From Operations Expenditure Profit Before Tax Provision For Tax NET PROFIT
the Companys balance sheet as on
AS AT AS AT
31032013 31032012 -
(In t) (In t)
297900000 33100000 213213781 387605693
833881405 1163249172 113701597 104516080
3716055 2624152
1043912351 511881321 318959605 500619871
7230525889 6415810732 2987458 middot12901961
10058798141 9132308982
41142649 84146355 1804455 1364419
10535400 shy8181894 8298894 5484172 6174926
211337362 637591171
3033819766 2432400222 - 14337455
325475165 554273019 6421017278 5393722521
10058798141 9132308982
FY 2013 FY 2012 3813273647 2063682309
3670103696 1960640137 143169951 103042172 51380355 54143420
90408088 54024176
3 The above given figures are duly audited by auditors of the company
OFFER DETAILS
1 Details of debt securities issued and sought to be listed The securities proposed to be issued pursuant to this Information Memorandum Disclosure Document will be listed on WDM of the BSE
2 Nature of Instrument Senior Secured Cumulative Redeemable Non-Convertible Debentures issued on a private placement basis
3 The Issue size The Company proposes to issue 200 Secured Cumulative Redeemable Non-Convertible Debentures having Face Value of ~ 10000000shy(Rupees One Crores only) each having aggregate face value of ~ 2000000000- (Rupees Two Hundred Crores only)
4 Face Value Each Debenture has a face value of ~ 10000000- (Rupees One Crores only) per Debenture
5 Redemption The outstanding amount of the Debentures shall be repaid in monthly installments payable as per the Payment Schedule
Unless redeemed earlier m accordance with this Information Memorandum Disclosure Document and the terms of the Security Documents the Debentures shall stand redeemed on payment of the final installment as per the Payment Schedule The redemption shall apply to each Debenture uniformly Any redemption of Debentures by the Company shall be proportionate redemption of all the Debentures collectively through reduction in face value of each Debenture
In the event of a default as defined in the Debenture Trust Deed the Debenture Trustee (on instructions from the Debenture holders) can exercise a put option on the Promoters to buy back the entire outstanding Debentures
6 Tenor Forty Eight (48) months from the Deemed Date of Allotment ending on the last Due Date unless redeemed earlier in accordance with the terms of the Debenture Trust Deed
7 Interest Rate The Debentures will carry an interest at the rate of 20 (Twenty percent) per annum payable monthly (subject to deduction of tax at source if applicable at the rate prevailing from time to time under the provisions of the Income Tax Act 1961 or any other statutory modifications or reshyenactment thereof for which a certificate will be issued by the Company-_ on the outstanding principal amount of Debentures and(other-~~
i ( y page~f )~
- -
-
Outstanding Amounts throughout the tenure of the Debentures till final redemption as per Payment Schedule
Interest payable on the Debentures shall accrue on a day to day basis and shall be computed on the basis of 365 (Three Hundred Sixty Five) days divided equally for each of the twelve calendar months
8 Payment Mechanism Payments towards interest and towards repayment of the outstanding amount of Debentures shall be made by way of drafts cheques credit through RTGS mechanism on the Due Dates to those Debenture holder(s) whose names appear on the list of beneficiaries provided by the Depositories to the Issuer Such payments shall be made from the Escrow Account in the manner specified in the Debenture Trust Deed The names would be as per the Depositories records on the relevant Record Date fixed for the purpose of such payments as provided in this
Information Memorandum Disclosure Document In case of those Debentures for which the beneficial owner is not identified by the Depository as on the Record Date the Issuer would keep in abeyance the payments till such time that the beneficial owner is identified by the Depository and conveyed to the Issuer whereupon the payments will be paid to the beneficiaries as identified
In case the Due Date falls on a day which is not a Business Day then the payment due shall be made on the succeeding Business Day
9 Security The principal amount of the Debentures together with any interest accrued thereon and other Outstanding Amounts Debenture Trustees remuneration and all costs charges expenses and all other monies due in respect of the Debentures and or under the Transaction Documents shall be secured by the Obligors by
a First and exclusive charge on all receivables from the Project through the Deed of Hypothecation together with the Escrow Agreement and such charge will be superior to any other claims on the Project receivables
b First and exclusive charge on all amounts lying to the credit of the Escrow Account under the Deed of Hypothecation
c First and exclusive charge by way of equitable mortgage on the Commercial Property (Mortgaged Property) through execution of a registered Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property in favour of the Debenture Trustee together with a declaration cum undertaking from CDPL declaring the creation of mortgage by deposit of title deeds of the Commercial Property in terms of the memorandum of entry
d Equitable mortgage and exclusive charge over FSI equivalent to 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of the Commercial Project together with all the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
e Exclusive charge over all the rights title interest benefits claims demands of any nature whatsoever of the Company under andor in respect of the CDPL Collaboration Agreements for development and construction of the Commercial Colony and the entire FSI in the Project along with proportionate undivided interest in the underlying land and without limitation the following
(i) the right to compel performance thereunder and to substitute or be substituted for the Company thereunder and to substitute and be substituted thereunder for the Company thereunder and
(ii) to commence and conduct either in the name of the Company or in its own name or otherwise any proceedings against any person in respect of any breach of the CDPL Collaboration Agreements and
(iii) all claims of the Company including in any proceedings against all or any such persons to any amounts owing to or received by the Company thereunder and
(iv) the rights and benefits of all Approvals to the extent capable of assignment together with the right to further assign any of the CDPL Collaboration Agreements and such Approvals to any Person
(v) Pledge of shares representing the entire issued and paid up share capital of CDPL under the Deed of Pledge
(vi) Personal Guarantee of Sh Vijay Gupta Sh Amit Gupta and Smt Kusum Gupta and
(vii) Cheques
CDPL has consented to creation of charge over the entire FSI to the extent of 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of t
The said security shall be created in favor of the Debenture Trustee on or by the Deemed Date of Allotment
Obligors will ensure that market value of the above mentioned security will be at all times equal to the face value of the outstand~icitZt~ Debentures tp ---YZoltgtl
lSI r~
i~ ~r)Page 22 oK~-_
~~-___i
10 Board Authority The private placement of Debentures under this Information Memorandum Disclosure Document is being made pursuant to the resolution of the Board of Directors of the Company at its meeting held on June 24 2013
11 Rating and rating rationale ICRA has assigned a ICRA B+ (pronounced as ICRA B plus) rating to debentures programme of the Company to the extent of ~
2000000000- (Rupees Two Hundred Crores only) vide letter ref no DRAT2013-140-362 on May 212013 and revalidated vide letter ref no DRAT2013-140-363 on August 222013 The long-term rating carries a stable outlook A copy of the rating letter and its rationale from ICRA is enclosed as Annexure 4_ to this Information Memorandum Disclosure Document
12 Details of utilisation of the Issue Proceeds Our Board of Directors certifies that the proceeds of the Issue of Debentures shall be utilized for the general corporate purposes of the Company
13 Minimum Number of Debentures for Subscription The application must be made for a minimum of one (1) Debenture and in multiple of one (1) Debenture thereafter There is no maximum limit on the application
14 Listing The Debentures are proposed to be listed on the WDM segment of the BSE the details of which are provided below
The Bombay Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400001 Phone 91 22 227212334 Fax 91 22 22721919
The COJpany shall make an application to the BSE to list the Debentures to be issued and allotted pursuant to this Information Memorandum Disclosure Document and shall take all necessary steps to complete all the formalities relating to listing of the Debentures within 15 (fifteen) days from the date of closure of the Issue Date If such permission is not granted by the BSE within 15 (fifteen) days from the date of closure of the Issue or where such permission is refused by the BSE before the expiry of the 15 (fifteen) days from the closure of the Issue the Company shall at the option of the Debenture holders repay with interest (at the applicable Interest Rate) all monies received by it If the Company fails to repay such monies within 5 (five) days after the Company becomes liable to repay it then the default interest (at the applicable Default Interest Rate) shall also apply to the amount payable
by the Company over and above the applicable interest iP~d (OS4( i~
Page 23~~ ~Sl-C ~-_-)to ~--i-~-~
In connection with listing of Debentures with BSE the Company hereby undertakes to comply with all requirements of the Act applicable SEBI rules and regulations including Securities and Exchange Board of India (Issue and listing of Debt Securities) Regulation 2008 and the listing agreement with BSE
15 Market Lot The minimum lot size for trading of the Debentures on the Stock Exchange is proposed to be one (1) Debenture
16 Underwriting of the Issue The present Issue of Debentures has not been underwritten
17 Tax Benefits The Debenture holder(s) are advised to consider in their own case the tax implications in respect of subscription to the Debentures after consulting their respective tax advisor
18 Governing Law The Debentures shall be construed to be governed in accordance with the laws of India Any dispute arising thereof will be subject to exclusive jurisdiction of the courts in Delhi Over and above the aforesaid terms and conditions the said Debentures shall be subject to the terms and conditions of the Security Documents
19 Debenture Redemption Reserve The Company hereby agrees and undertakes to create a debenture redemption reserve as per the provisions of the Security Documents the Act and the rules regulations notifications and circulars issued by the Ministry of Corporate Affairs and if during the currency of these presents any guidelines are formulated (or modified or revised) by the Central Government or any government agency or corporation having authority under Law in respect of creation of debenture redemption reserve applicable to the Debentures the Company shall duly abide by such guidelines and execute all such applicable supplemental letters agreements and deeds of modifications as may be statutorily required by the Debenture holders or the Debenture Trustee
20 Undertaking to use a Common Form of Transfer The issue of Debentures shall be made in dematerialized form only and no Debentures will be issued in physical form However the Company will use a common transfer form for physical holdings if at a later stage there is any holding in physical form due to the depository giving any Debenture holder the option to rematerialize the Debentures
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
The following contracts documents not being contracts entered into in the ordinary course of business carried on by the Company or entered into more than two years before the date of this Information Memorandum Disclosure Document which are or may be deemed material have been entered into by the Company These material contracts or documents may be inspected at the Registered Office of the Issuer from 1000 am to 100 pm on all working days from the date of this Information Memorandum Disclosure Document until the date of closure of this Issue
Material Contracts 1 Copy of the letter from Skyline Financial Services Private Limited to the
Company giving their consent to act as the Registrar and Transfer Agent to the Issue
2 Copy of letter from ILampFS Trust Company Limited to the Company giving their consent to act as the Debenture Trustee to the Issue
Material Documents L Memorandum and Articles of Association of the Company as amended
from time to time
2 Credit rating letter from ICRA Limited
3 Copy of Certificate oflncorporation of the Company dated July 262006
4 Certified true copy of the resolution dated June 24 2013 approving the issue of Debentures and creation of securities on the term and conditions stated in this Information Memorandum Disclosure Document
5 Copy of Tripartite Agreement dated 17-02-2011 between the Company the Registrar and Transfer Agent and the CDSL (Depository)and Copy of Tripartite Agreement dated 03-03-2011 between the Company the Registrar and Transfer Agent and the NSDL (Depository)
6 Copies of Audited Financials of the Company for the last three financial years
DISCLOSURE ON EXISTING FINANCIAL INDEBTNESS
1 Details of Secured Borrowings4
Ao The secured loans of the Company outstanding as on March 312013 is as follows
(Amount in f)
Details of Vehicle Loans Axis Bank October 27 1390055 EMI Start date- Hypothecated to Limited 2010 December 10 2010 Axis Bank (BMW) Closure date- Limited
November 10 2013 HDFC March 09 2472342 EMI Start Date Hypothecated to Bank 2012 April 052015 HDFC Bank Limited Closure Date - April Limited (BMW) 052015
None of the above loans is secured against any of the security (as detailed in Offer Details section above)
B The Secured Debentures of the Company outstanding as on March 312013 are as under
ILampFS Secured 17 Monthly 1 14th part of the first floor Trust Redeemable installment (without Roof Right) being 45 Company Non- pa s Start sq yards out of 180 sq yards of Limited Convertible date- the first floor constructed on
Debentures 2205201 free-hold land bearing plot No Series shy I of 1 RZ-D-5 First Floor Mahavir aggregate Closure Enclave New Delhi -110045 face value of dateshy admeasuring 180 sq yards out 2202201 ofkhasra number 8314 35000000 4 situated in the area of village 0- (Rupees Palam now known as Mahavir Thirty Five Enclave Block -D New Delhi-Crores) 110045 issued at a discount of 2 Mortgage assignment of all the 17513shy rights title and interest
4 The figures are as per the audited balance Sheet for the financial year ending March 31 2013
----- shy
(Rupees whatsoever of the Company in Seventeen to under andor in respect of Thousand the collaboration agreements Five dated 27102007 and Hundred 01072010 executed with CDPL and Thirteen for development and only) on the construction of the Commercial face value Complex and sale of FSI to the (being ~ extent of 625000 Sq Ft along 10000001- with proportionate interest in (Rupees Ten the underlying land inl of the Lakhs only)) Commercial Complex of each debenture 3 Out of the total sanctioned FSI
of 702871 Sq Ft of Commercial Complex mortgage and charge over FSI equivalent to 625000 Sq Ft including prorata share over all that piece and parcel of free hold land admeasuring 95 acres (approx located at Sector 82A Gurgaon Haryana India over which the Commercial Complex is proposed to constructedI developed together with proportionate buildings and structures thereon AND the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
4 Pledge of entire issued equity share capital of CDPL
5 Post-dated cheques
6 Personal Guarantee of the Promoter viz Mr Vijay Gupta
ILampFS Secured 17 Monthly 1 114th part of the first floor Trust Redeemable installment (without Roof Right) being 45 Company Non- pa s Start sq yards out of 180 sq yards 0 f Ltd Convertible date- the first floor constructed on
Debentures 1506201 free-hold land bearing plot No Series - II of 1 RZ-D-5 First Floo~ M~ct[~ aggregate Closure Enclave New DelhI -11
-_ ()-4~-----
ltshy -
---- ----- ---------------shyface value of date- admeasuring 180 sq yards out ~ 1505201 of khasra number 83 14 42500000 4 situated in the area of village 0- (Rupees Palam now known as Mahavir Forty Two Enclave Block -D New Delhi-Crares) Fifty 110045 Lakhs
2 Mortgage assignment of all theissued at a rights title and interestdiscount of ~ whatsoever of the Company in58065shyto under andor in respect of(Rupees Fifty the collaboration agreementsEight dated 27102007 andThousand 01072010 executed with CDPLSixty Five for development andOnly) on the construction of the Commercialface value Complex and sale of FSI to the(being ~ extent of 625000 Sq Ft along1000000 shywith proportionate interest in(Rupees Ten the underlying land in of theLakhs only)) Commercial Complexof each
debenture 3 Out of the total sanctioned FSI of702871 Sq Ft of Commercial Complex mortgage and charge over FSI equivalent to 625000 Sq Ft including prorata share over all that piece and parcel of free hold land admeasuring 95 acres (approx) located at Sector 82A Gurgaon Haryana India over which the Commercial Complex is proposed to constructed developed together with proportionate buildings and structures thereon AND the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
4 Pledge of entire issued equity share capital of CDPL
5 Post-dated cheques
---6 Personal Guarantee of the Promoter viz Mr Vijay(qtipta
1
IDEI Trusteeshi p services Limited
Secured Redeemable Optional Convertible Debentures of aggregate face value of
80000000 0- (Rupees Eighty Crore Only) on the face value (being 5000000shy(Rupees Fifty Lakhs only)) of each debenture
Qu art erly Co u po n Rat e of 55
The company shall be obliged to redeem the OCDs in four equal installment s starting from march 31 2014 over a period of 6 (six) financial quarters (the first such financial quarter ending on March 31 2014) such that the OCDs are completely redeemed on June 302015
(i) First sole amp exclusive charge by way of(a) equitable mortgage on the Mortgaged Security Property I and (b) equitable mortgage on the Mortgaged Security Property II
Mortgaged Security Property-I shall mean 23268 acres out of the larger property being the aggregate of 19218 acres (forming part of 25018 acres of land for which License is in place) and the 405 acres for which letter of intent is in place along with the proportionate floor space index and all present and future buildings and structures constructed thereon and all the rights title and interest of the Company and the concerned group housing project landowners over such property excluding 404 (four hundred and four) number of units constructedto be constructed over the aforesaid 19218 acres as more particularly detailed III the transaction documents
Mortgaged Security Property-II shall mean 696 acres out of the security property-II 1004 acres of acquired land in Sector 85 Gurgaon Haryana along with the proportionate floor space index and all present and future buildings and structures constructed thereon and all the rights title and interest of the Company and the concerned group housing project landowners over such property
(ii) first sole and exclusive charge on present and future basis by way of hypothecation on the relevant group housing _poject
-------------------------~----------~-----------------------------receivables from time to time and monies lying and credited into the escrow accounts at any point in time including any fIxed deposits created in accordance with the escrow account agreement out of such monies from time to time together with all and any interest accruing in respect thereof and
(iii) The issuance of personal guarantees by the Promoters in favour of IDBI guaranteeing the fulfIllment of the secured obligations
The NCD Series - I were fully redeemed on July 272013
2 Details of Unsecured Borrowings5
The unsecured loans of the Company outstanding as on March 31 2013 follows
(in ~)
Loan from Body Corporate Flair Exports Pvt Ltd Seh Realtors Pvt Ltd Citland Commercial and Credits Ltd Delhi Brass and Metal Works Pvt Ltd Span India Pvt Ltd Loan Directors Shareholders and their Relatives Amit Gupta-Loan Taken Vijay Gupta (Loan Taken) Amit Gupta (HUF) Green Bay Infrastructure Pvt Ltd Kusum Gupta Mamta Gupta Pooja Gupta Vijay Gupta(HUF)
5000000000 10000000000 16670000000 6670000000
11670000000
2850848000 7929999985
20000000 32146887100
2466000000 5625400000 3250000000
92100000
5 The figures are as per audited financial for the financial year ending March 31 2013
Page 300[60
3 Details of Bank Guarantee6
Bank Guarantee by the Company in respect of Orris Business Square - 95 Acres
ICICI Bank 1 Limited June 182010
Issued by ICICI Bank June 182010 and Valid till October 28 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 2 Bank Ltd Jan 03 2013
ICICI Bank 3 Limited February 232011
Director Town and Country Planning Chandigarh
Director Town and Country Planning Chandigarh Haryana State Pollution Control Board
62946450 October 282012
5938000 October 272014
3750000 February 222016
Bank Guarantee by the Company in respect of Carnation Residency Aster Court Aster Court premier amp Villas 33 -25018 Acres
Issued by ICICI Bank on September 232008 amendment dated September 102010 and valid till September 22 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 4 Bank Ltd September 222012
Issued by ICICI Bank on September 23 2008 amendment dated September 102010 and valid till September 22 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 5 Bank Ltd September 222012
Director Town and Country Planing Chandigarh 111524000
September 222014
Director Town and Country Planing Chandigarh
6 The figures are as per audited accounts for the financial year ending March 31 2013
Page 31 0[60
--
----- --- - shyIssued by ICICI Bank on December 16 2010 and expiry date is Dec 15 2015 but we close it Haryana with ICICI Bank and a State fresh guarantee was Pollution
ING Vysya issued by ING Vysya Control January 6 Bank Ltd bank on 23012013 Board 5000000 142016 Bank Guarantee by the Company in respect of Spring Homes middot10043 Acres
Director Town and Country
ING Vysya Planing September 7 Bank Ltd September 32012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 8 Bank Ltd September 3 2012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 9 Bank Ltd September 32012 Chandigarh 13112500 22016
Director Town and Country
ING Vysya Planing September 10 Bank Ltd September 32012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 11 Bank Ltd September 3 2012 Chandigarh 14752500 22016 Bank Guarantee by the Company in respect of Carnation Residency Aster Court Aster Court premier amp Villas 33 -405 Acres
Director Town and Country
ICICI Bank Planing August 71 12 Limited August 8 2011 Chandigarh 21632230 2015
Director Town and Country
ICICI Bank Planing August 7 13 Limited August 8 2011 Chandigarh
---shy5062~~t ~~015
6ltC [-I_i ~~-
I cel i Ieshy -
Note ~
10 Bank Guarantee of 35 Crore is issued by ING Vysya Bank 2 ING Vysya Bank has given counter guarantee against BG of 21632230
amp 5062500 issued for Aster Court Carnation Residency Aster Court Premier amp Villas 33 ING has given counter guarantee for 62946450 amp 3750000 issued for OB8
3 In OB8 all payment of EDC has been made so BG of 62946450 will be released which is already expired
4 Bank guarantee issued by ING Vysya bank is on 10 cash margin on fIxed deposit
5 Security offered against 35 Cr Bank guarantees issued by ING Vysya Bank is following
Orris HQ(J-I0S DLF Phase-II(Gurgaon)-Given as collateral security Janakpuri (C-3260 New Delhi)-Given as collateral security
4 Particulars of debt securities issued (i) for consideration other than cash whether in whole or in part (ii) at premium or discount or (iii) in pursuance of an option
The Company confIrms that save and except the following given below company has not issued any debt securities (i) for consideration other than cash whether in whole or in part (ii) at premium or discount or (iii) in pursuance of an option
bull NCD-I at discount
bull NCD-II at discount bull OCD in pursuance of an option
5 Servicing behavior on existing debt securities payment of due interest on due dates on term loans and debt securities
The Company hereby confIrms that
1 it has been servicing all its principal and interest on time and there has been no subsisting delay or default since its incorporation
Ii there is no subsisting default in repayment redemption of any of its borrowings nor has the Company affected any kind of roll over against any of its borrowings in the past
6 That the permissionconsent from the prior creditor for a second or pari passu charge being created in favor of the trustee to the proposed issue has been obtained
The existing mortgage over the Co~mercial Property s~all be ~leared~tT~l the Company and a no dues certifIcate shall be obtamed pnor ~~tMe -~0--o Deemed Date of Allotment Accordingly the Company hereby cott(rms 1
If) J -~ ~ 1( D gt~
Page 33 6 ~
that it does not require any consent permission to create security in relation to the Debentures as stipulated in this Information Memorandum Disclosure Document and the Security Documents
7 Any material eventdevelopment or change at time of issue or subsequent to the issue which may affect the issue or the Investors decision to invest continue to invest in the debt securities
Directors of the Company represent that there have been no material developments at the time of issue or subsequent to the issue which would materially and adversely affect or are likely to affect the business of the Company or the value of its assets or its ability to pay its liabilities
OTHER INFORMATION AND ISSUE PROCEDURE
The Debentures being offered as part of the Issue are subject to the provisions of the Act the Memorandum and Articles of Association of the Issuer the terms of this Information Memorandum Disclosure Document Application Form and other terms and conditions as may be incorporated in the Debenture Trust Deed and other Security Documents
Issue of Debentures in Dematerialised Form The Debentures will be issued in dematerialized form The necessary arrangements are being made with the Depositories for the issue of the Debentures in dematerialised form Investors will have to hold the Debentures in dematerialised form as per the provisions of Depositories Act 1996 The Company shall take necessary steps to credit the Debentures allotted to the depository account of the Investor
Trustee for the Debenture holder(s) The Issuer has appointed ILampFS Trust Company Limited to act as trustee for the Debenture holder(s) The Issuer and the Debenture Trustee intend to enter into the Debenture Trust Deed inter alia specifying the powers authorities and obligations of the Debenture Trustee and the Issuer The Debenture Trustee shall act based on the provisions of the Debenture Trust Deed The Debenture Trustee will at all times protect the interest of the Debenture holder(s) in accordance with the Debenture Trust Deed
Resignation and Removal of Debenture Trustee The Debenture Trustee and the Company declares that they shall not revoke the Trust hereby declared till the Debentures are redeemed in full The Debenture Trustee may at any time without assigning any reason and without being responsible for any loss or costs occasioned thereby resign as the Debenture Trustee provided that they shall continue to act as Debenture Trustee until a successor trustee is appointed by the Company The Debenture Trustee may also be removed by majority Debenture holders without assigning any reason as per Debenture Trust Deed
Sharing of Information The Issuer may with the written consent of the Debenture holder(s) exchange share or part with any financial or other information about the Debenture holder(s) available with the Issuer with its subsidiaries and affiliates and other banks financial institutions credit bureaus agencies statutory bodies as may be required
Debenture holder not a Shareholder Subject to the Debenture Trust Deed the Debenture holder(s) shall not be entitled to any right and privileges of shareholders other than those available
to them under the Act The Debentures shall not confer upon the Debentt5~r)(~IifI~
holders the right to receive notice(s) or to attend and to vote at any ge111- ~~ meeting(s) of the shareholders of the Issuer (5[ )~
r-)e i3 gt ~
Page 35 of 60--gt
Modification of Debentures or Information Memorandum Disclosure Document The Issuer may make modifications in the Information Memorandum Disclosure Document only upon receiving consent from the Debenture Trustee who in turn shall seek approval from majority Debenture holder(s)
Notices Any notice may be served by the Issuer upon the Debenture holders through post email fax or personal delivery addressed to such Debenture holder at his her registered address and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof All notice(s) to be given by the Debenture holder(s) shall be sent by post or email or fax or by hand delivery to the Issuer or to such persons at such address as may be notified by the Issuer from time to time through suitable communication and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof or at the expiry of the 3 rd day from the date such notice is dispatched whichever is earlier All correspondence regarding the Debentures should be marked Private Placement of Debentures
All notices from the Issuer shall be sent to the Debenture Trustee with copies to the Debenture Holders All notices to be sent by the Debenture Trustee to the Issuer andor the Promoters shall first be sent to the Debenture Holders for Debenture Holder Approval in terms of the Debenture Trust Deed The Debenture Trustee shall ensure and procure that any notice received by the Debenture Trustee from the Issuer andor the Promoters is shared by the Debenture Trustee with all the Debenture Holders of the Issuer within a period of 2 (two) Business Days from the date of receipt of such notice and in every event before the Debenture Trustee responds to such notice
Issue Procedure Only Eligible Investors as given hereunder may apply for the Debentures by completing the application form in the prescribed format as attached in Annexure 7 (Application Form) in BLOCK LETTERS in English as per the instructions contained therein The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the Application Form No application can be made for a fraction of a Debenture Application Forms should be duly completed in all respects and applications not completed in the said manner are liable to be rejected
The name of the applicants bank type of account and account number must be duly completed by the applicant This is required for the applicants own safety and these details will be printed on the refund orders and interest redemption payments c~~ F~~~gt
~ll ~~
~( ~ )~~Jy 11 ~
~ ~
Page 36 of60-~-~ ~
The Application Form must be accompanied by either demand draft(s) or cheque(s) drawn or made payable in favour of the Issuer or otherwise as may be set out in the Application Form and crossed Account Payee Only Cheque(s) or demand draft(s) may be drawn on any bank including a coshyoperative bank which is a member or a sub-member of the New Delhi Bankers Clearing House located If permitted the applicant may transfer payments required to be made in relation to any by electronic transfer of fundsRTGS to the bank account of the Issuer as per details mentioned in the Application Form
Application Procedure Eligible Investors will be invited to subscribe by way of the Application Form prescribed in the Information Memorandum Disclosure Document during the period between the Issue opening date and the Issue closing date (both dates inclusive)
Fictitious Application As a matter of abundant caution and although not applicable in the case of debentures attention of applicants is specially drawn to the provisions of sub-section (I) of Section 68A of the Act
Any person who (a) makes ina fictitious name an application to a company for acquiring or subscribing for any shares therein or (b) otherwise induces a company to allot or register any transfer of shares therein to him or any other person in a fictitious name shall be punishable with imprisonment for a term which may extend to five years
Basis ofAllotment The Investors will be required to remit the funds as well as submit the duly completed Application Form along with other necessary documents to Issuer by the Deemed Date of Allotment Deemed Date of Allotment for the Issue is 23-10-2013 by which date Investors would be intimated of allotment
Record Date The date falling seven days prior to the Due Date or if it happens to be a holiday then the immediately succeeding Business Day shall be the Record Date
Eligible Investors Only those Investors who have been addressed through a communication directly are eligible to apply No other Investor can apply All Investors are required to comply with the relevant regulationsguidelines applicable to them for investing in this issue of Debentures
Note Participation by potential Investors in the issue may be subject to statutory andor 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 ~egulatory requirements applicable t them inclu~i~~lctUi~ exchange controls and other requIrements Applicants ought to seek Independent l~~ -~lti and regulatory advice in relation to the laws applicable to them rtf ~t
Page 37 o~-) ~~
Application under Power of Attorney Original power of attorney or the relevant authority together with its certified true copy as the case may be along with the names and specimen signatures of all the authorized signatories and the tax exemption certificate document if any must be lodged at time of submission of the completed Application Form Further modifications additions in the power of attorney or authority should be notified to the Company at its registered office
Procedure for applying for Dematerialised Facility
I The applicant must have at least one beneficiary account with any of the Depository Participants of NSDLCDSL prior to making the application
2 The applicant must necessarily fill in the details (including the beneficiary account number and Depository Participants ID) appearing in the Application Form under the heading Details for Issue of Debentures in ElectronicDematerialised Form
3 Debentures allotted to an applicant will be credited directly to the applicants respective beneficiary account(s) with the Depository Participants
4 For subscribing to the Debentures names in the Application Form should be identical to those appearing in the account 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 in the Depository
5 Non-transferable allotment advicerefund orders will be directly sent to the applicant by the Registrar and Transfer Agent to the Issue
6 If incompleteincorrect details are given under the heading Details for Issue of Debentures in ElectronicDematerialised 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
7 For allotment of Debentures the address nomination details and other details of the applicant as registered with hisher DP shall be used for all correspondence with the applicant The applicant is therefore responsible for the correctness of hisher demographic details given in the Application Form vis-a-vis those with hisher Depository Participant In case the information is incorrect or insufficient the Issuer would not be liable for the losses if any
8 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 t- ~gti)L~-~(i ~page380~ ~
~nmiddotmiddotmiddotmiddot-middotmiddotmiddotmiddot ~lt---plusmn
Documents to be provided by Eligible Investors
Investors need to submit the following documentation as applicable
Memorandum and Articles of Association or other constitutional documents
Resolution power of attorney authorising investment
Specimen signatures of the authorised signatories duly certified by an appropriate authority
bull SEBI registration certificate (if applicable)
Copy ofPAN Card to be submitted
bull Application fonn (including RTGS details)
Mode of Payment All payments must be made through cheque(s)draft(s)transfersRTGS as set out in the Application Form
Depository Arrangements The Company has appointed Skyline Financial Services Private Limited as the Registrar and Transfer Agent for the present Issue and the Company shall make necessary depository arrangements with CDSL and NSDL for issue and holding of Debentures in dematerialised form
List of Beneficiaries The Issuer shall request the Depositories to provide a list of beneficiaries as at the end of the relevant Record Date This shall be the list which will be used for payments of interest or repayment of redemption monies or any other amounts payable on the Debentures as the case may be
Effect of Holidays Should any of the dates defined above or elsewhere in this Information Memorandum Disclosure Document (except the Deemed Date of Allotment) fallon a day other than a Business Day the immediately succeeding Business Day shall be considered as the effective date(s) In case Record Date book closure date falls on a day other than a Business Day the Business Day the succeeding day shall be the record date book closure date
Tax Deduction at Source Tax as applicable under the Income Tax Act 1961 or any other statutory modification or re-enactment thereof will be deducted at source on the interest payable on the Debentures Tax exemption certificatedocumentform under section 193 of the Income Tax Act 1961 if any must be lodged at th~ Registered Office of th~ Issuer at least fiftee~~~middot(iJ2~~ (15) days before the relevant mterest payment becommg due (~ 1
i t IJ W7i$0 ~---Page 39 of 6O____~ti-----
Letters of Allotment The Issuer shall issue a Letter of Allotment to each Debenture holder on the Deemed Date of Allotment The Debentures will be subsequently credited in dematerialised form within 2 (two) Business Days from the Deemed Date of Allotment
Deemed Date of Allotment All the benefits under the Debentures will accrue to the Debenture holders from the date of receipt of the application monies The actual allotment may take place on a date other than the Deemed Date of Allotment
Refunds For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within seven days from the Deemed Date of Allotment of the Debentures 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
Joint Holders Where two or more persons are holders of any Debenture(s) they shall deem to hold the same as joint tenants with benefits of survivorship
Mode of Transfer Debentures shall be transferred subject to and in accordance with the rules procedure as prescribed by the NSDL CDSL Depository participant of the transferor transferee and any other applicable laws and the rules notified in respect thereof 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 Transferor shall give delivery instructions containing details of the transferees DP account in his depository participant
Succession In the event of demise of Debenture holder the Company will recognize the executor or administrator of the deceased Debenture holder or the holder of succession certificate or other legal representative as having title to the Debentures The Company shall not be bound to recognize such executor administrator or holder of the succession certificate or other legal representatives as having title to the Debentures unless such executor or administrator obtains probate or letter of administration or such holder is the holder of succession certificate or other legal representation as the case may be from a competent Court in India having jurisdiction over the matter The Company may in their absolute discretion where it thinks fit dispense with production of probate or letter of administration or succession ~--~gt
l
certificate or other legal representation in order to recognize such holder ~1 ~)t)
Page 40 of6~ Vv pound ~o-middot~-
bull ~f V
being entitled to the Debentures standing in the name of deceased Debenture holder on production of sufficient documentary proof or indemnity
Nomination In the event of however a deceased Debenture holder(s) having nominated any person entitled to be registered as the Debenture holder in the event of his death such nominee shall be registered as the Debenture holder in place of the deceased Debenture holder
Page 41 of 60 shy
OTHER REGULATORY AND STATUTORY DISCLOSURES
Stock Exchange Disclaimer Clause It is to be distinctly understood that filing of this Information Memorandum Disclosure Document with the Stock Exchange should not is any way be deemed or construed that the same has been cleared or approved by the Stock exchange The Stock Exchange does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue has been made or for the correctness of the statements made or opinions expressed in this Information MemorandumDisclosure Document
Listing Disclaimer The Debentures are proposed to be listed on the Wholesale Debt Market segment of the BSE The Company shall comply with the requirements of the listing agreement to the extent applicable to it on a continuous basis and shall complete all formalities relating to listing of the Debentures
Companys Disclaimer Clause The Company certifies that the disclosures made in this Information MemorandumDisclosure Document are generally adequate and III
conformity with SEBI Regulations Further the Company accepts no responsibility for statements made otherwise than in the Information MemorandumDisclosure Document or Security Documents or any other material issued by or at the instance of the Company and anyone placing reliance on any source of information other than this Information Memorandum Disclosure Document and the Security Documents would be doing at their own risk and the Company will not be liable for such reliance
Issue of Debentures in Dematerialised Form The Debentures will be issued only in dematerialized form The Issuer has made arrangements with the Depositories for the issue of the Debentures in dematerialized form Investors will have to hold the Debentures in dematerialized form as per the provisions of Depositories Act 1996
Consents ILampFS Trust Company Limited has given its written consent for its appointment as debenture trustee to the Issue under Regulations 4(4) of the SEBI Regulations and inclusion of its name in the form and context in which it appears in this Information Memorandum Disclosure Document __
4ti)~ ~ A )ro)
C
Page 42 of60
ANNEXURE 1 SUMMARY TERM SHEET
--------------------------------------------------------------------------- shyIssuer Orris Infrastructure Private Limited
Instrument Secured Cumulative Redeemable Non-Convertible Debentures
Total number of 200 NCDs Face Value ~ 10000000- (Rupees One Crore only) per Debenture
Issue Size ~ 2000000000- (Rupees Two Hundred Crores only)
Issue Price At its face value ie ~ 10000000- (Rupees One Crore only) per Debenture
Mode of Private Placement Placement Object of the The proceeds from the issue shall be utilized for the general Issue corporate purposes of the Company
Form of listed Dematerialised issuance Deemed Date of 23-10-2013 or any other date as decided by the Issuer Allotment
Tenor 48 (forty eight) months from the Deemed Date of Allotment
Redemption After expiry of the Moratorium Period the Issuer shall redeem the Debentures in equal monthly installments over a period of 33 (thirty three) months on each Due Date subject to premature redemption as permitted under the Debenture Trust Deed
Moratorium Period of 15 (Fifteen) months from the Deemed Date of Allotment Period Interest Rate Interest will be payable at the interest rate of 20 (Twenty percent)
per annum payable monthly on the Outstanding Amounts as per the Payment Schedule (refer Annexure 2 to this Information Memorandum Disclosure Document)
The first installment for interest payment shall also include an additional amount equivalent to 125 (one point two five percent) of the issue size (excluding any applicable taxes) to the Debenture holders in proportion to the Debentures held by them
Market Lot One (1) Debenture
Minimum Application
Early Repayment
Escrow Mechanism
------shy
Subject to the conditions specified in the Debenture Trust Deed (Premature Redemption) the Issuer shall have a onetime option to prematurely redeem in a single tranche and not exceeding 25 (twenty five) of the outstanding Debenture Principal Amount at any time after expiry of the 24 (twenty four) months from the Deemed Date of Allotment till the expiry of 30 (Thirty) months of the Deemed Date of Allotment (Premature Redemption Period) The Premature Redemption shall be exercised in a single tranche and shall be subject to fulfillment of each of the following conditions that the Company prematurely redeems Debentures equivalent to an amount in the multiples of ~ 50000000- (Rupees Five Crores Only) with the minimum amount being ~ 150000000- (Rupees Fifteen Crores Only) for redemption in excess of the amounts permitted for Premature Redemption as specified above the Issuer shall pay a premature redemption premium of 2 (two percent) on the amount being redeemed and paid by the Issuer plus applicable service tax or other statutory levy if any subject to deduction of income tax at the rate prescribed under the Income Tax Act 1961 (Premature Redemption Premium) subject to the Escrow Mechanism below the Issuer shall have the option to prematurely redeem the Debentures after the expiry of the Premature Redemption Period without paying any Premature Redemption Premium provided such amounts are in accordance with sub-clause (a) above and any redemption of Debentures by the Issuer in accordance with this Deed shall be proportionate redemption of all the Debentures together through reduction in face value of each Debenture Further the redemption of the Debentures may be carried out in accordance with the Escrow Mechanism mentioned below
All receivables from the Project will be deposited by the Company in an Escrow Account All monies deposited in the Escrow Account shall be utilized in following order Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal with respect to the Debentures Only upon satisfaction of the requirement of (1) and (2) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account towards withdrawal of upto ~ 900000000 (Rupees Ninety Crores only) by the Company After withdrawal of ~ 900000000 (Rupees Ninety Crores only) by the Company
Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal witl]_x~secttyct to
-_8f~~the Debentures (f~X-~~~
~ ) Page 44 amp1 ~____~i
--------------------------------------- -- -------------
Debt Service Reserve Account (DSRA)
Put Option
Issue open on
Issue closed on
Basis for Interest calculation
Listing
Depository
Credit Rating
Security
Only upon satisfaction of the requirement of (a) and (b) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account 60 (Sixty percent) of any further monies in the Escrow Account shall be used to accelerate the redemption of the Debentures and the remaining 40 shall be withdrawn by the Company
Shall mean an amount being not less than ~ 60000000 (Rupees Six Crores only) to be maintained by the Company in the Escrow Account at all times
In the event of a default as defined iIi the Debenture Trust Deed the Debenture Trustee (on instructions from the Debenture holders) can exercise a put option on the Promoters to buy back the entire outstanding Debentures
04-10-2013 or any other date as decided by the Issuer
23-10-2013 or any other date as decided by the Issuer
Interest payable on the Debentures shall accrue on a day to day basis and shall be computed on the basis of 365 (Three Hundred Sixty Five) days divided equally for each of the twelve calendar months
At the WDM segment of the BSE
NSDL and CDSL
ICRA B+ by ICRA Limited
The Debentures together with any interest accrued thereon and outstanding amounts Debenture Trustees remuneration and all costs charges expenses and all other monies due in respect of the Debentures shall be secured by
First and exclusive charge on all Project Receivables through the Deed of Hypothecation together with the Escrow Agreement and such charge will be superior to any other claims on the Project Receivables First and exclusive charge on all amounts lying to the credit of the Escrow Account under the Deed of Hypothecation First and exclusive charge by way of equitable mortgage on the Commercial Property (Mortgaged Property) through execution of a registered Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property in favour of the Debenture Trustee together with a declaration cum undertaking from CDPL declaring the creation of mortgage by deposit of titly-~Si~6d~~ the
I-SI ~~
Page 4~60
----------------------------------------------------------------------------------Commercial Property in terms of the memorandum of entry Equitable mortgage and exclusive charge over FSI equivalent to 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of the Commercial Project together with all the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
Exclusive charge over all the rights title interest benefits claims demands of any nature whatsoever of the Company under andor in respect of the CDPL Collaboration Agreements for development and construction of the Commercial Colony and the entire FSI in the Commercial Project along with proportionate undivided interest in the underlying land and without limitation the following the right to compel performance thereunder and to substitute or be substituted for the Company thereunder and to substitute and be substituted thereunder for the Company thereunder and to commence and conduct either in the name of the Company or in its own name or otherwise any proceedings against any person in respect of any breach of the CDPL Collaboration Agreements and all claims of the Company including in any proceedings against all or any such persons to any amounts owing to or received by the Company thereunder and the rights and benefits of all Approvals to the extent capable of assignment together with the right to further assign any of the CDPL Collaboration Agreements and such Approvals to any Person Pledge of shares representing the entire issued and paid up share capital of CDPL under the Deed of Pledge Personal Guarantee of Sh Vijay Gupta Sh Amit Gupta and Smt Kusum Gupta and Cheques
Security Creation The Security shall be created in the favour of the Debenture Trustee on or before the Deemed Date of Allotment
Representation The representations and warranties of the Company will be set out and Warranties in the Debenture Trust Deed
Event ofDefault All events of default as set out in the Debenture Trust Deed
Upon occurrence of such event of default Debenture Trustee shall (on instruction from the Debenture holders) issue a written notice of default to the Company and grant to the Company a cure period in accordance with the terms of Security Documents
The consequences of an event of default shall be governed_lgtY the provisions in the Security Documents and shall inclu9~~ayfu~i1t of
default interest and enforcement of the Security in the manner specified In the Security Documents including appointment of nominee director(s)
Default Interest An additional interest of 4 pa (four percent per annum) over and Rate above the Interest Rate (as defined hereinafter) (viz the default
interest rate shall be 24 (twenty four percent) payable in relation to the Debentures and the Outstanding Amounts payable In accordance with Security Documents
Registrar and Skyline Financial Services Private Limited Transfer Agent
Compliance All provisions clauses regulations specified by GOISEBIRoCBSE with respect to issue and listing of Redeemable and Secured Non-Convertible Debentures shall be complied with by the Company
Assignment Each Investor may transfer or dispose a part or the whole of its Transferability Debentures without the Companys consent
Governing Law The governing law will be the laws of India and the parties submit to and Jurisdiction the exclusive jurisdiction of the courts in Delhi
~-~---~-~
u c tL ~If) -~~-J bull (
Page 47 of60
ANNEXURE 2 PAYMENT SCHEDULE
Due date
Month 0
Last Day ofMonth 1
Last Day ofMonth 2
Last Day ofMonth 3
Last Day ofMonth 4
Last Day ofMonth 5
Last Day ofMonth 6
Last Day of Month 7
Last Day ofMonth 8
Last Day of Month 9
Last Day of Month 10
Last Day of Month 11
Last Day of Month 12
Last Day of Month 13
Last Day of Month 14
Last Day ofMonth 15
Last Day of Month 16
Last Day of Month 17
Last Day of Month 18
Last Day ofMonth 19
Last Day ofMonth 20
Last Day of Month 21
Last Day of Month 22
Last Day ofMonth 23
Last Day of Month 24
Last Day ofMonth 25
Last Day of Month 26
Last Day ofMonth 27
Outstandino D b t b
e en nre1 su )scrIptlOn amount
I dat mont I en
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
1939393939
1878787879
1818181818
1757575758
1696969697
1636363636
1575757576
1515151515
1454545455
1393939394
1333333333
1272727273
I nterest
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
32323232
31313131
30303030
29292929
28282828
27272727
26262626
25252525
24242424
23232323
22222222
Debenture Payment to I t D b tSll )SCrIP Ion e en nre
t H Idamoun 0 ers
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
60606061 93939394
60606061 92929293
60606061 91919192
60606061 90909091
60606061 89898990
60606061 88888889
60606061 87878788
60606061 86868687
60606061 85858586
60606061 84848485
60606061 83838384
60606061 8~~3 j()gt t~( S( )Page48~60
-
Due date su
Last Day of Month 28
Last Day of Month 29
Last Day of Month 30
Last Day of Month 31
Last Day ofMonth 32
Last Day of Month 33
Last Day of Month 34
Last Day of Month 35
Last Day of Month 36
Last Day of Month 37
Last Day of Month 38
Last Day of Month 39
Last Day of Month 40
Last Day of Month 41
Last Day of Month 42
Last Day of Month 43
Last Day of Month 44
Last Day ofMonth 45
Last Day of Month 46
Last Day of Month 47
Last Day of Tenor
Outstandino D b t b
b ~ t~n ure t SCrIp Ion amoun
t th da mon en
1212121212
1151515152
1090909091
1030303030
969696970
909090909
848484848
787878788
727272727
666666667
606060606
545454545
484848485
424242424
363636364
303030303
242424242
181818182
121212121
60606061
Debentme Payment to Interest subscription
t amoun Debenture
H ld0 ers
21212121 60606061 81818182
20202020 60606061 80808081
19191919 60606061 79797980
18181818 60606061 78787879
17171717 60606061 77777778
16161616 60606061 76767677
15151515 60606061 75757576
14141414 60606061 74747475
13131313 60606061 73737374
12121212 60606061 72727273
11111111 60606061 71717172
10101010 60606061 70707071
9090909 60606061 69696970
8080808 60606061 68686869
7070707 60606061 67676768
6060606 60606061 66666667
5050505 60606061 65656566
4040404 60606061 64646465
3030303 60606061 63636364
2020202 60606061 62626263
1010101 60606061 61616162
The interest payment on the first Due Date shall vary depending on the date onwh~h the
application monies for Debentures arc received til 1~~1
1bull kAij~ lt laquo~~gt ~
-
--
Page 49 of60
ANNEXURE 3
UNDERTAKING BY THE COMPANY
The Company undertakes that bull In the event the Debentures are issued in physical form the Company
shall use a common form of transfer
bull It will provide on a half yearly basis a compliance certificate duly certified by the Debenture Trustee to the Debenture holders in respect of compliance with the terms and conditions of Issue as contained in this Information Memorandum Disclosure Document and
bull Every credit rating obtained shall be periodically reviewed by the Credit Rating Agency and any revision in the rating shall be promptly disclosed by the Company to the Stock Exchange Any change in rating shall be promptly disseminated to Debenture holders and prospective Investors in such manner as the BSE may determine from time to time All information and reports on the Debentures including compliance reports filed by the Company and the Debenture Trustee shall be disseminated to the Debenture holders and the general public by placing them on the website of the Company and shall through the Debenture Trust Deed request the Debenture Trustee to place the same on its website
bull The above Information Memorandum Disclosure Document IS
compliant with all disclosures required to be made for listing of senior non-convertible debentures on a private placement basis on a recognized stock exchange as specified in Schedule I under Regulation 21 of the Securities and Exchange Board of India (Issuing and Listing of Debt Securities) Regulations 2008
laquo~~(~I0~~ For o~InCr ~cture Private Limited
~~WIVijay~
(Chairman)
Page 50 of60
ANNEXURE 4
CREDIT RATING LETTER FROM ICRA LIMITED
Ie R A Limited
Ref DRAT2013-140-362
Mr Sanjay Aggarwal VP - Accounts amp raxation Orris Infrastructure Private Limited J-105 DLF Phase -II MG Road Gurgaon - 122002 Haryana
May 21 2013
Dear Sir
Rc ICRA-assigned Credit Rating for Rs 200 crore NCD Programmc of Orris Infrastructurc l)rivate Limited (instrument details in Annexure)
Please refer to your Rating Requisition dated May 112013 and the subsequent Rating Agreement of May 162013 for carrying out the rating of the aforesaid Bond Programme The Rating Committee
of ICRA after due consideration has assigned a [ICRAIB+ (pronounced as ICM B plus) rating
to the captioned Bond Programme
We would appreciate if you can sign on the duplicate copy of this letter and send it to us within 7
days from the date of this letter as confirmation about the use of the assigned rating The rationale
for assigning the above rating will be sent to you on receipt of your confirmation about the use of our rating as above Any intimation by you about the above rating to any BankerLending
AgencyGovernment AuthoritiesStock Exchange would constitute use of this rating by you
This rating is specific to the terms and conditions of the proposed issue as was indicated to us by you
and any change In the tenns or size of the issue would require the rating to be reviewed by us If
there is any change in the terms and conditions or size of the instrument rated as above the same must be brought to our notice before the issue of the instrument If there is nny such change after the
rating is assigned by us and confirmed to use by you it would be subject to our review and may result in change in the rating assigned
ICRA reserves the right to suspend withdraw or revise the above at any (ime on the basis of new information 01 unav~ilability of information or such other circumstances which ICRA believes may
have an impact on the rating assigned to you
The rating as aforesaid howeVer should not be treated as a recommendation to buy sell or hold the
bonds to be issued by you If the instrument rated as above is not issued by you within a period of 3
BuUding No 5 2 Floor TeL + 91 - 124 - 4545300 wOiosite wwwicraJn Tower A DLF cyber City Fax + 91 - 124 - 4050424 email infoicralndiacom Phase ll Gurgaon 122002
Regd Office 1105 Kailash Building 11 Floor 26 Kastuma Gandhi Marg NeW Delhi - 110001
RATING RES EAR eli INFORMATION
months from the date of this letter communicating the rating the same would stand withdrawn unless
revalidated before the expiry of 3 months
You arc required to forthwith inform us about any default or delay in repayment of intcrest or
principal amount of the instrument mtcd as above or any other debt instruments borrowing Y nu are also required to keep llS forthwith informed of any other devclopments which may have a direct
or indirect impact on the debt servicing capability of the company including any proposal for reshy
schedulement or postponement of the repayment programmes oCthe dues debts of the company with
any lendcr(s) investor(s)
You are required to inform us immediately as and when the borrowing limit for the instrument rated
as above or as prescribed by the regulatory authority (ies) is exceeded
We thank you for your kind cooperation extended during the course of the rating exercise Should
you require any clarification please do not hesitate to get in touch with us
With kind regards
Yours sincerely
for IeRA Limited
-- Iobit Inamdar S (Senior Vice President) (Analyst)
Page 52 of60
Annexure
Details of the bank limits rated by leRA (Rated on long term seale)
Page 53 of60
I eRA limited AIIA~fIiI ofMoltldyIInvllllttmI ~
Ref DRATfl013middot140middot3611
Date August 222013
MI Sanjay AggarwaJ VP - Accounts amp Taxation Orris Infrastructure Private Limited JmiddotIO5 DLF Phasemiddotll MG Road Gurgaonmiddot J22002 Haryana
Dear Sir
Re leRA ruting for Rs 2000 crote NCD Progrumme of Orris Infrastructure Private Umlted
This is with reference to your letter dated August 9 2013 for re-validating your rating for the Rs 200 erore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Boods programme ofyour company and last communicated to you vide QuI letter dated May 212013 stands The other terms and conditions for the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DlRAT12013middot 1410-362 dated May 2013 stands
With kind regards For lCRA Limited
(Senior Vice President)
T~middot + 91middot 124 bull ~ website VWW bulliCfSio fw + 91 124 -~ email info~middoticralndiagtcom
Page 54 of60
Ie R A Lim
Ref DfRAT2013-14O-364
Date October 03 2013
Mr Sanjay Aggarwal VP - Accounts amp Taxation Orris Infrastructure Private Limited J-105 DLF Phasemiddotmiddotll MG Road Gurgaon - 122002 Haryana
Dear Sir
Re ICRA rating for Rs 2000 crOTe NCD Programme of Orris Infrastructure Private Limited
This is with reference to your letter dated September 03 2013 for re-validating your rating for the Rs 200 crore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Bonds programrne of your company and last conununicated to you vide our letter dated August 22 2013 stands The other terrns and conditions fur the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DRATI2QI3middot 14()362 dated May WI3 stands
With kind regards For [eRA Limited
Vi (Senior Vice President)
Buildlng No 2 Iloot Tel + 81 124 - 4545300 websf1e WWWJCf8D
Tower A Cyber Oily Fax + 91 124 bull 4000424 ilImaH lnfoicralfldliLcof1
Phase II Gurgaonmiddot 1~
Regd Offictl noo iltailash Building i 1 Floor 26 KDtwoo Qandhi Marg New Delhi bull 110001
RATING RES EAR C H INfORMATION
Page 55 of60
ANNEXURE 5
CONSENT LETTER FROM DEBENTURE TRUSTEE
Ref No 1750 ITCL JUtmiddots I ru~1 Company Limilt~d
September 30 2013
Orris Infrastructure Private limited (Company) Jmiddot105 OLF PhaSe - 11 MG Road Gurgaon 122002
Kind Attention Mr Vljay Gupta Director
Sub listed Secured Redeemable Non Convertible Debentures (NCDs) aggregating to Rs 200 crs proposed to be issued by the Company on private placement basis
Dear Sirs
This is with reference to our discussion regarding appointment of ILampFS Trust Company limited (ITCL) as Debenture Trustee for the proposedlssue of listed Secured Redeemable NCDsof Rs 1 crore each aggregating to Rs 200 crs to ~ issued by the Company on private placement basis In this regard VIle do hereby give out consent to act as the Debenture Trustee subject to the Company agreeing to the following conditions
1 The Company agrees and undertakes to create the securities over such terms and conditions as detai~d in the signed Information Memorandum as submitted to us and execute the Debenture Trust Deed and other necessary security documents as required
2 The Company agrees amp undertakes to pay Debenture Trustees so long as they hold the office of the De~nture Trustee remuneration as stated in appointment letter dated July 30 2013 for the services as Debenture Trustee in addition to all legal travelling and other costS charges and expenses which the Debenture Trustee or their officers employees or agents rnayiocur in relation to execution of the Debenture Trust Deed and all other documents affecting the Security till the monies in respect of the Debentures have been fully paid-off and the requisite formalities for satisfaction of charge in aU respects have been complied with
3 The Company agrees ft undertakes to comply with the provisions of SEal (Debenture Trustees) Reguliltions 1993 SE61 (Issue and Listing of Debt Securitles) Regulations 2008 SEBICircutar No$EaIIlMOOfgtl1Sondl2oo911 105 dated 11052009 on Simplified Listing Agreement for Debt Securities read with the SEBl Circular No SEBIIIMDDOF-1 tBONDlClr-5120o9 dated the 16th November 2009 the Companies Act 19l)6 ilnd other applicable proviSions I circulars guidelines etc as applicable and amended from time to time and agrees to furnish to Trustees such information in terms of the same on regular basis
Sincerely For ILftFS Trust Company lilDi~d
lL__~~ ~ ~ ~~~ --- ~
Authorized Signatory
lUfFS Finru1 Centre PloINo C 22 G Block 5th Floor Bjr Kurio Complex Bandra (Eastl Mumbamiddotmiddot 40(K)SI INDIA
Bangalor( Office ILEtFSTru1 (ompally Ltdbull ALmiddotLalheef 151 Floor No 2Unioll Slreet Offlnanlry Raad Banglore 5hlX)OI INDIA
New Delhi Offire ILftFSTrusl (ompY tId Amiddot26a lsI Ploor Bhishm Pithamah Marg DefencfCoony New Delhi - 110024 INDIA
Kolkala Offilaquo ILftfSTrusl Company Ltd ILIIFS Constantia lnlflPor n Dr11 lIt Bramachari Street Kolkata bull 700017 INDIA
Page 56 of60
ANNEXURE 6
CONSENT LETTER FROM REGISTRAR AND TRANSFER AGENT i
Skyline Financial Serrr)ices Pvt Ltd SEBI REGISTERED CATEGORY1 REGk)IRARS ampSHARE TRANSfRAtgtENT D153A Ht Floor () nol Area Ph bullbullbullI New Dolhmiddot llO 020 1 9 middot1126812682 2S612~83 EmiddotmaI nOlltyhOaccrn tte-oSi$ wwwSiltyllnfHla_all1
August 29 2013
MrVlneel Kumar Gupta
Sr Manaler Secretarial
Orris InfraSlrucllJre Private Limited
Orris la M G Road
Gurgaoo - 1iG 002 (Hr)
Sub Consent to aet as Registrar to Issue and TfBllSfer Agent
DearSJr
Thls1s in reference 10 YOllr email datild AugJS1 29 2013 We hereby give our consent to act as 21
Registrar to IsSue and Transfer Agent for your propOSed issue of 1O - conveo1ibledebentures Of Rs
20000 Crore (jl1d our name IS Registrar to i$sueandShare Transfer agent may please be included in
Thanking you Y()ursfailhfufy
Vice- President
Page 57 0[60
--
-------
ANNEXURE 7
APPLICA TION FORM
ORRIS INFRASTRUCTURE PRIVATE LIMITED Registered Office RZ-D-5 Mahavir Enclave New Delhi 110045
Corporate Office 1-105 DLF Phase II Mehrauli Gurgaon Gurgaon -122002
Application No ___ Date
Dear Sirs
VWe have read and understood the terms and conditions of issue by Orris Infrastructure Private Limited of senior secured cumulative redeemable Non-Convertible Debentures of face value ~ 10000000 (Rupees One Crores only) having a coupon rate of 20 pa on a private placement basis on the face value aggregating to ~ 2000000000- (Rupees Two Hundred Crores only) (Debenture) contained in the Information Memorandum Disclosure Document dated __2013 VWe bind ourselves to the terms and conditions as contained in the Information Memorandum Disclosure Document and wish to apply for allotment of these Debentures The amount payable on application as shown below is remitted herewith On allotment please place myour name(s) on the Register of Debenture holder(s)
(Please read carefully the instructions on the next page before filling this form)
No of Debentures applied No in figures No in words for
Amount (~)
Detal s I 0 f payment ChequesDemand Date Drawn on Bank DraftlRTGS Details
Applicants Name amp Address in full (please use capital letters)
Pin Code Telephone I Fax Email
I Status Bankin~ Company ( ) Insurance Company ( ) Other ( ) (specify in case of others) Name of Authorized Signatory Designation Signatures Signatoty
Details of Bank Account Bank Name amp Branch Nature ofAccount Account No IFSCINEFT Code middot)---~1
-- --
Depository Details
I1We the undersigned want to hold the Debentures of the Company in the dematerialised fonn Details of myour Beneficiary Account are given below
Depository Participant Name - shy
DPID
Beneficiary Account Number shy
Name of the Applicant
() II We understand that in case of allotment of Debentures to my lour Beneficiary Account as mentioned above would be credited to the extent of Debentures allotted
Taxpayers PAN I GIR No IT CircleIW ardlDistrict ( ) Not Allotted
Tax Deduction Status () Fully ( ) Tax to be ()Yes ONo Exempt deducted at
Source
I1We hereby understand that the Company has not provided and will not provide any material or other infonnation regarding the Debentures except as included in the Infonnation Memorandum Disclosure Document
Signature of the Applicant _________________(Tear here)__________
ACKNOWLEDGEMENT SLIP
Application No Date -- shyReceived From
1shy----------------------~
By ChequelDemand DraftlRTGS No
drawn on towards application for ______ Debentures (Chequesl Demand Drafts are subject to realisation)
For Orris Infrastructure Pvt Ltd
For all further correspondence please contact INFRASTRUCTURE PRIVATE LIMITED Tel +91 124-4979200
Page 59 of60
10
INSTRUCTIONS
You must complete application in full in BLOCK LETTERS IN ENGLISH
2 Your Signatures should be made in English or in any of the Indian languages
3 Application forms duly completed in all respects together with high value Cheques Pay Order Demand Drafts must be lodged at the Orris Infrastructure Private Limited Corporate Office (as provided above)
4 Payments through RTGS shall be made as follows
Beneficiary Account name Orris Infrastructure Private Limited IFSC Code UTIB0000056 Bank Account No 056010200015303 Bank Axis Bank Ltd Branch Sec-14 Gurgaon
5 The Cheque(s)Demand Draft(s) of high value clearing zone should be drawn in favour of ORRIS INFRASTRUCTURE PVT LIMITED and crossed Ale payee only Cheque(s)Demand draft(s) may be drawn on any scheduled bank and payable at Delhi
6 Mr Vineet Gupta as authorised representative of the Company will issue the Acknowledgement Slip (appearing below the Application Form) as acknowledgement of receipt of applications No separate receipt will be issued
7 You should mention your Permanent Account Number or the GIR number allotted under Income- Tax Act 1961 and the Income-Tax CirclelWardlDistrict In case where neither the PAN nor GIR number has been allotted the fact of non-allotment should be mentioned in the application form in the space provided
8 The application would be accepted as per the terms of the issue outlined in the Information Memorandum Disclosure DOC~fii
r1- -~0 gt tl~~ ~gt
j )j~ (~~ ~O
~ shy
Page 60 of60
-- Party PartIes
Payment Schedule
Person(s)
Personal Guarantees
Cheques
Promoters
Project
RBI
Registrar and Transfer Agent
The Debenture Trustee and the Obligor(s) are collectively referred to as the Parties and individually as a Party Means the schedule for payment of interest and principal installments towards the Debentures as provided m Annexure 2 to this Information Memorandum Disclosure Document Means and includes any natural person limited or unlimited liability company corporation (including any non-profit corporation) partnership (whether registered unregistered general limited or unlimited) sole proprietorship trust firm union unincorporated association joint venture joint stock company Hindu undivided family estate court tribunal agency Government ministry department commission self-regulatory organisation arbitrator board or other entity enterprise authority or business organisation whether or not required to be incorporated or registered under law or any agency or political subdivision thereof or any other entity that may be treated as a person under applicable Law Deed of personal guarantees to be provided by Mr Vijay Gupta Mr Amit Gupta Mrs Kusum Gupta Shall mean the undated cheques to be issued by the Company to the Debenture Trustee as security for the payments to be made under Debenture Trust Deed Mr Vijay Gupta Mr Amit Gupta Mr Sumit Gupta Mrs Kusum Gupta Mrs Mamta Gupta Mrs Pooja Gupta Mis Vijay Gupta (HUF) Mis Amit Gupta (HUF) and Mr Sumit Gupta (HUF)
Means the residential real estate project branded as Greenopolis being developed and sold by the Company on parcel of land admeasuring 47218 Acres as defined in the Debenture Trust Deed in accordance with a development agreement entered into with Three C Shelters Private Limited and all construction thereon present or future Reserve Bank of India Skyline Financial Services Private Limited
~~--------------------+~~~------~~--~-------------------~----~~ Record Date Shall mean the date falling seven days prior to the
Due Date or if it happens to be a holiday then the immediately succeeding Business Day shall be the Record Date ___ _
f--------------- shyROC The Registrar of Companies Delhi and Haryarlt~~I-raquo
------ shy
(21 V- S~ )~)
Page Nioo6~- -_ -~
------ -
RTGS Real Time Gross Settlement an electronic funds transfer facility provided by RBI
Rupees or ~ The lawful currency of India SEBI Securities and Exchange Board of India constituted
under the Securities and Exchange Board of India Act 1992 (as amended from time to time)
Security Documents Mean and include (i) Debenture Trust Deed (ii) Deed of Hypothecation (iii) Personal Guarantees (iv) Escrow Agreement (v) Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property (vi) declaration cum
I undertaking from CDPL declaring the creation of
I mortgage by deposit of title deeds of the Commercial Property in terms of the memorandum of entry (vii) Deed of Pledge in respect of the entire issued and paid up share capital of CDPL (ix) Cheques and (x) such other document as may be required and agreed upon between the Parties and executed from time to time
Transaction Documents Means and includes the Security Documents and this Information Memorandumj Disclosure Document
WDM Wholesale debt market segment of the BSE We us our Unless the context otherwise requires the
Company its subsidiaries and joint ventures if any
DISCLAIMERS
ISSUERS DISCLAIMER This Information Memorandumj Disclosure Document is neither a prospectus nor a statement in lieu of a prospectus The issue of Debentures proposed to be listed on the BSE is being made strictly on a private placement basis This Information Memorandumj Disclosure Document is not intended to be circulated to more than 49 persons This Information MemorandumjDisclosure Document is only meant for the Eligible Investors Multiple copies hereof given to the same entity shall be deemed to be given to the same person and shall be treated as such It does not constitute and shall not be deemed to constitute an offer or an invitation to subscribe to the Debentures to the public in general This Information Memorandumj Disclosure Document should not be construed to be a prospectus or a statement in lieu of prospectus under the Act
This Information Memorandumj Disclosure Document have been prepared in conformity with the SEBI (Issue and Listing of Debt Securities) Regulations 2008 as amended from time to time Therefore as per the applicable provisions copy of this Information Memorandumj Disclosure Document has not been filed or submitted to the SEBI for its review ~ltll0~ approval il bullbull ~
L~-( 2 I u I
pa~~L~9 ~-
This Information Memorandum Disclosure Document has been prepared to provide general information about the Issuer to potential Investor(s) Eligible Investors to whom it is addressed and who are willing and eligible to subscribe to the Debentures strictly on a private placement basis This Information Memorandum Disclosure Document does not purport to contain all the information that any potential Investor may require
Neither this Information Memorandum Disclosure Document nor any other information supplied in connection with the Debentures is intended to provide the basis of any credit or other evaluation and any recipient of this Information Memorandum Disclosure Document should not consider such receipt a recommendation to purchase any Debentures Each Investor contemplating purchasing any Debentures should make its own independent investigation of the financial condition and affairs of the Issuer and its own appraisal of the creditworthiness of the Issuer Potential Investors should consult their own financial legal tax and other professional advisors as to the risks and investment considerations arising from an investment in the Debentures and should possess the appropriate resources to analyze such investment and the suitability of such investment to such Investors particular circumstances The Issuer confirms that as of the date hereof this Information Memorandum Disclosure Document (including the documents incorporated by reference herein if any) is accurate in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements herein in the light of the circumstances under which they are made not misleading No person has been authorized to give any information or to make any representation not contained or incorporated by reference in this Information Memorandum Disclosure Document or in any material made available by the Issuer to any potential Investor pursuant hereto and if given or made such information or representation must not be relied upon as having been authorized by the Issuer
This Information Memorandum Disclosure Document and the contents hereof are restricted for only the intended recipient(s) Eligible Investors who have been addressed directly and specifically through a communication by the Company and only such recipient(s) Eligible Investors isare eligible to apply for the Debentures All Investors are required to comply with the relevant regulations guidelines applicable to them for investing in this Issue The contents of this Information Memorandum Disclosure Document are intended to be used only by those Investors to whom it is distributed It is not intended for distribution to any other person and should not be reproduced by the recipient
No invitation is being made to any persons other than those to whom application forms along with this Information Memorandum Disclosure Document being issued have been sent by or on behalf of the~~Any application by a person to whom the Information Memorandu~t~llisc~~~re
-f -t-I (n r-shy
~)~~ ~60( J~
Document has not been sent by or on behalf of the Issuer shall be rejected without assigning any reason
The Issuer does not undertake to update the Information Memorandum Disclosure Document to reflect subsequent events after the date of the Information Memorandum Disclosure Document and thus it should not be relied upon with respect to such subsequent events without first confirming its accuracy with the Issuer
The distribution of this Information Memorandum Disclosure Document and the offering and sale of the Debentures may be restricted by law in certain jurisdictions Person(s) into whose possession this Information Memorandum Disclosure Document comes are required to inform themselves about and to observe any such restrictions This Information Memorandum Disclosure Document does not constitute nor may it be used for or in connection with an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation No action is being taken to permit an offering of the Debentures or the distribution of this Information Meinorandum Disclosure Document in any such jurisdiction
This Information Memorandum Disclosure Document is strictly for a private placement and is only an information brochure for private use by the Eligible Investors Nothing in this Information Memorandum Disclosure Document shall constitute andor deem to constitute an offer or an invitation to an offer to the Indian public or any section thereof to subscribe for or otherwise acquire the Debentures Further since the Issue is being made on a private placement basis the provisions of Section 60 of the Act shall not be applicable and accordingly a copy of this Information Memorandum Disclosure Document has not been flIed with ROC or SEB
RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulflI its obligations in respect of the Debentures issued under this Information Memorandum Disclosure Document All of these factors are contingencies which mayor may not occur and the Issuer is not in a position to express a view on the likelihood of any such contingency occurring
In addition certain factors which are material for the purpose of assessing the market risks associated with the Debentures issued under the Information Memorandum Disclosure Document are also described below
The Issuer believes that the factors described below represent the principal risks inherent in investing in Debentures issued under the Informa~ Memorandum Disclosure Document but the inability of the Issuer yenlaquo~tfie
(~( )I)pagel~~i~
case may be to pay interest principal or other amounts on or in connection with any Debentures may occur for other reasons and the Issuer does not represent that the statements below regarding the risks of holding any Debentures are exhaustive Prospective Investors should also read the detailed information set out elsewhere in this Information MemorandumDisclosure Document and reach their own views prior to making any investment decision
The following are the risks envisaged by the management and Investors should consider the following risk factors carefully for evaluating the Company and its business before making any investment decision If any one of the following stated risks actually occurs the Companys business financial conditions and results of operations could suffer and therefore the value of the Companys debt securities could decline
Note Unless specified or quantified in the relevant risk factors the Company is not in a position to quantify the financial or other implications of any risk mentioned hereinbelow
bull Legality of Purchase A prospective Investor of the Debentures will be responsible for the lawfulness of the acquisition of the Debentures whether under the laws of the jurisdiction of its incorporation or the jurisdiction in which it operates or for compliance by that prospective Investor with any law regulation or regulatory policy applicable to it
bull A Slowdown in Economic Growth in India could Cause the Companys Business to Suffer The Companys performance and the quality and growth of its assets are necessarily dependent on the health of the overall Indian economy A slowdown in the Indian economy could adversely affect its business
bull Terrorist Attacks Civil Unrest and other Acts of Violence or War involving India and other Countries could Adversely Affect the Financial Markets and the Companys Business Terrorist attacks and other acts of violence or war may negatively affect the Indian markets and may also adversely affect the worldwide financial markets These acts may also result in a loss of business confidence In addition adverse social economic and political events in India could have a negative impact on the Company Such incidents could also create a greater perception that investment in Indian companies involves a higher degree of risk and could have an adverse impact on the Companys business
bull Uncertain Trading Markets and Liquidity Risk The Company cannot assure holders of the Debentures that a trading market for their Debentures will ever develop or be
Debenture holders may not be able to sell such Debentures readily or at prices that will enable them to realize their anticipated yield
bull The Company is Subject to Volatility in Cash Flows The Companys receipts from its customers are linked to the progress of construction on its projects and the creditworthiness of its customers Any delay in the receipts from its customers could impact the cash flows of the Company
bull Credit Risk Prospective Investors should be aware that receipt of any interest payment and principal amount on the Debentures is subject to the credit risk of the Issuer In the event that bankruptcy proceedings or composition scheme of arrangement or similar proceedings to avert bankruptcy are instituted by or against the Issuer the payment of sums due on the Debentures may be substantially reduced or delayed
bull Licences The Companys business requires grantrenewalextension of various licences approvals permissions from appropriate authorities under the applicable laws Any delay in grantrenewalextension of or refusal of appropriate authorities to grantrenewextend such licences approvals permissions could have an adverse impact on the business of the Company
bull MOUs and Collaboration Agreements The Company enters into MOUs collaboration agreement or other agreements to acquire title or land development rights with respect to certain lands for which the Company makes partial payments to land owners and Companys failure to meet the conditions of the MOUs collaboration agreements may adversely affect its business financial condition and results of operation
J
GENERAL INFORMATION
L Name and address of the Registered Office of the Company
Orris Infrastructure Private Limited RZ-D-5 Mahavir Enclave New Delhi 110045 Phone +91 1244979200 Fax +91 (0)124235329192 Email infoorrisin
2 Compliance Officer The details of person appointed to act as Compliance Officer for the purpose of this Issue is set out below
Vineet Gupta J-105 DLF Phase II Gurgaon 122002 Phone +91 124-4979200 Fax +91 11 2353291 Email vineetorrisin
3 Auditors
PR Kumar amp Company C-24 Safdarjung Development Area Main Aurbindo Marg New Delhi 110016 Phone +91 11 47118888 Fax +91 11 47118855 Email prkum~prkumarcom
4 Debenture Trustee
IL amp FS Trust Company Limited ILampFS Financial Centre 3rd Floor Plot No C-22 G Block Bandra Kurla Complex Bandra - East Mumbai - 400051 Phone +91 2226593810 Fax +91 2226533297 Email asstvicepresidentilfsindiacom
5 Registrar and Transfer Agent to the Issue
Skyline Financial Services Private Limited D-153 A 1st Floor Okhla Industrial Area Phase -I New Delhi 110020 Phone +91 11 30857575 Fax +91 11 30857562 Email adminskylinertacom~-t------
Page 13 of60tv))
-----~
6 Credit Rating Agency
ICRA Limited 1105 Kailash Building 11th Floor 26 Kasturba Gandhi Marg New Delhi 110001 Phone +91 11 2335794050 Fax +91 11 23357014 Email infoltq)icraindiacom
7 Details of Board of Directors
The following table sets forth details regarding the Companys Board of Directors as on the date of this Information Memorandum Disclosure Document
3260 Janakpuri New Delhi Managing Director 110058
Amit Gupta Joint- Managing Director C-3260 Janakpuri New Delhi 110058
None of the above Directors appear in the RBI defaulter list
Profile of Directors
Mr Vijay Gupta - Chairman and Managing Director Mr Gupta aged 55 years commerce graduate from Delhi University is a real estate veteran He has over 22 years of experience in handling Sale Leasing and management of land office buildings shopping centers residential and income generating properties and is a well-known name among known and building developers in the Northern India Mr Gupta has acted as Land consolidator and sold big land holdings to Builders and developers like D LF Vatika Sun City and several others in NCR region Mr Gupta has great credibility in the market for timely payment transparency and fair transaction
Mr Gupta has pioneered in providing real estate solutions to new age corporate and the IT Industry He has intricate knowledge and clear vision of the real estate sector He has helped in creating landmark structures in reflecting new standard of excellence in the real estate industry
Mr Vijay Gupta has negotiated and guided the company to enter into a very prestigious collaboration deal with DLF - the leading number one brand in development of real estate in India to develop 49288 acres of commercial land in the NCR region The company will get a great mileage from this agreement as besides the developed area the property will be Co-Branded as DLF ORRIS DLF has agreed to co brand the development due to this location advantage and future Prospects olt0Jcfl~
q~dj
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ImiddotJIiIMJff tlmiddotiAIIfiiJilIIfIii Mi rug ~IY_ ~icent
Mr Amit Gupta - Joint Managing Director Mr Amit Gupta son of Mr Vijay Gupta aged 32 years is young talented and has great business sense He has coordinated and developed several real estate projects in Gurgaon and adjoining areas Mr Amit Gupta has negotiated several land deals to the benefit of the company and is an expert in such deals
He is working out the details with architect to start the proposed housing project in the next couple of months He is in advance stage of negotiation for several other projects of the group
Mr Amit Gupta has a vision to make ORRIS a name to reckon with by providing real estate solutions to all and set bench mark constantly for itself and evolve a strategy of transparency and credibility
ISSUER PROFILE
1 Brief summary of Business Strength and Strategy Named after an extraordinary flower known for its fragrance Orris believes in leaving an everlasting fragrance in the minds of its customers stakeholders and society at large Orris is driven by passion and qUality At Orris we strive for perfection Our services range from real estate to energy from hospitality to education golf and much more Corporate social responsibility is embedded in our DNA Our journey is guided by a strong vision unshakable foundation and driven by quality and excellence service focused towards serving and offering our customers more than they expect Mr Vijay Gupta began his journey when he laid the foundation for Orris in 2008 His dream to usher India into a new era prompted him to found Orris From being a land consolidator and financier to starting his own real estate division he has come a long way scripting successes on his way Owing to his spectacular endeavors the company has been honored by the industry with the award prestigious Emerging Residential Infrastructure Company of Year 2010
Orris has had a great spell in the last three years Foundations for some of the ambitious projects were laid and a few have reached their finishing stage Apart from its foray into real estate Orris has made inroads into energy hospitality golf and education
At Orris we want to leave you with an everlasting experience Because you deserve the best Discover a fresh lease of quality life with Orris whether it is Real Estate Energy Hospitality Golf or Education We are passionate committed and driven
2 Main objects of the Company The main objects of the Company contained in its MOA are
bull To undertake and carry on the business of construction purchase sell and develop any type of property whether residential commercial industrial rural or urban whether belong to the company or any other person To develop erect and construct commercial properties buildings houses shopping centers and to carry out civil and construction work of every description and to improve repair renovate transfer charge assign let out hire sublet or sublease all type of lands plots buildings offices flats warehouses godown shops building banquet halls tenements and immovable properties whether freehold or lease hold of any nature and description
bull To carry on the business as owners builders developers promoters proprietors civil contractors of industrial commercial and residential properties colonies mills workshop buildings cinema houses and to deal in all kinds of immovable properties whether belonging to the company or not
bull To act as agent for purchasing selling and letting on hire land agricultural land and houses multi-stored commercial or residential building on commission basis To acquire land for the construction of multistoried buildings and to license the flats therein on suitable terms and conditions
bull To carry on the business of contractors dealers commission agents brokers consultants representatives and middlemen of properties To act as advisors andor consultants on all matters relating to the construction business town planning landscape architecture structural engineers and to prepare complete scheme drawings plans and estimates and to provide technical know-how in India or abroad
3 A brief history of the Company since inception
Incorporation details The Company was incorporated on July 26 2006 as a private limited company vide Certificate of Incorporation issued by Registrar of Companies of National Capital Territory of Delhi amp Haryana bearing Corporate Identity Number U70 109DL2006PTC 151295
Authorized 50000000 Equity shares of ~ 10- each 500000000shyIssued Subscribed amp Paid Up 29790000 Equity shares of ~ 10- each
flleT HMMUCiiWAJMWPiiliMNiI JI-
Date of Increase Incorporation
September 52007
December 1 2007
July 25 2012
Alteration The authorized share capital of the Company at the time of incorporation was ~ 500000- (Rupees five lakhs only) divided into 50000 (fifty thousand) equity shares of~ 10- (Rupees ten only) each
The authorized share capital of the Company was increased from ~ 500000 - (Rupees five lakhs only) to ~ 10000000- (Rupees one crore only) divided into 1000000 (Ten Lakh) equity shares of ~ 10- (Rupees ten only) each
The authorized share capital of the Company was increased from ~ 10000000- (Rupees one Crores only) to ~ 100000000 - (Rupees ten crore only) divided into 10000000 (one crore) equity shares of ~ 10- (Rupees ten only) each
The authorized share capital of the Company was increased from ~ 100000000- (Rupees Ten Crores Only) divided into 10000000 equity shares of ~ 10- (Rupees Ten Only) each to ~ 500000000shy(Rupees Fifty Crores Only) divided into 50000000 equity shares of~ 10- (Rupees Ten Only)
Date of Allotment
July 26 2006
October 222007
January 9 2008
March 21 2009
June 26 2012
August 82012
March 16 2013
No of Shares and Face Value
10000 Shares of ~ 10 each
500000 Shares of ~ 10 each
800000 Shares of ~ 10 each
2000000 Shares of~ 10 each
1655000 Shares of~ 10 each
19860000 Shares of ~ 10 each
4965000 Shares of~ 10 each
Amount per
share 10
10
10
10
10
10
10
Capital (~)
100000shy
5000000shy
8000000shy
20000000shy
16550000shy
198600000shy
ubullbull _bullbullbull ~-~_______~__________________
Sr Name of No the
Shareholder
Vijay Gupta1
Amit Gupta2
Sumit 3 Gupta
Kusum 4 Gupta
Mamta 5 Gupta
Pooja Gupta6
Ms Vijay 7 Gupta (HUF)
Ms Amit 8 Gupta (HUF)
Ms Sumit 9 Gupta (HUF)
Address
C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058
C-3260 Janakpuri New Delhi 110058
C-3260JanakpuriNew Delhi 110058
C-3260 Janakpuri New Delhi 110058
2681100
2681100
2085300
2383200
2383200
2383200
5064300
5064300
5064300 10
No of Amount Type shares per of
Share Shares
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
Equity
4 Debt-equity ratio prior to and after issue of Debentures
(Amounts in~)
Debt 2652702404 4652702404 Equity 368205693 368205693 Debt-Equity Ratio 720 1264
1 The figures are as per provisional accounts for the [mancial period ending September 272013 The figures are as per provisional accounts for the financial period ending 27th September 2013 3114--bull
includes debenture issued 200 secured redeemable Non-Convertible Debenture of 2000000qQ9t~~(9~
(Rupees Two Hundred Crores only) to be raised through present Issue of Debentures f - ~ ~_ (5 ~I
Page 1~ ~~~~j ~~~-j5-~
2
FINANCIAL HIGHLIGHTS OF THE COMPANY 3
Provided below are highlights from March 31 2013 and March 312012
-
PARTICULARS
Shareholders Funds Share Capital Reserves and Surplus Non-Current Liabilities Long-Term Borrowings Other Long Term Liabilities Long Term Provisions Current Liabilities Short-Term Borrowings Trade Payables Other Current Liabilities Short-Term Provisions TOTAL Non-Current Assets Fixed assets (i) Tangible assets (ii) Intangible assets (iii) Capital work-in-progress
Non-current investments Deferred Tax Assets (Net) Long term loans and advances Current assets Inventories Trade Receivables Cash and Cash Equivalents Short-Term Loans and Advances TOTAL
Profit amp Loss Statement Income From Operations Expenditure Profit Before Tax Provision For Tax NET PROFIT
the Companys balance sheet as on
AS AT AS AT
31032013 31032012 -
(In t) (In t)
297900000 33100000 213213781 387605693
833881405 1163249172 113701597 104516080
3716055 2624152
1043912351 511881321 318959605 500619871
7230525889 6415810732 2987458 middot12901961
10058798141 9132308982
41142649 84146355 1804455 1364419
10535400 shy8181894 8298894 5484172 6174926
211337362 637591171
3033819766 2432400222 - 14337455
325475165 554273019 6421017278 5393722521
10058798141 9132308982
FY 2013 FY 2012 3813273647 2063682309
3670103696 1960640137 143169951 103042172 51380355 54143420
90408088 54024176
3 The above given figures are duly audited by auditors of the company
OFFER DETAILS
1 Details of debt securities issued and sought to be listed The securities proposed to be issued pursuant to this Information Memorandum Disclosure Document will be listed on WDM of the BSE
2 Nature of Instrument Senior Secured Cumulative Redeemable Non-Convertible Debentures issued on a private placement basis
3 The Issue size The Company proposes to issue 200 Secured Cumulative Redeemable Non-Convertible Debentures having Face Value of ~ 10000000shy(Rupees One Crores only) each having aggregate face value of ~ 2000000000- (Rupees Two Hundred Crores only)
4 Face Value Each Debenture has a face value of ~ 10000000- (Rupees One Crores only) per Debenture
5 Redemption The outstanding amount of the Debentures shall be repaid in monthly installments payable as per the Payment Schedule
Unless redeemed earlier m accordance with this Information Memorandum Disclosure Document and the terms of the Security Documents the Debentures shall stand redeemed on payment of the final installment as per the Payment Schedule The redemption shall apply to each Debenture uniformly Any redemption of Debentures by the Company shall be proportionate redemption of all the Debentures collectively through reduction in face value of each Debenture
In the event of a default as defined in the Debenture Trust Deed the Debenture Trustee (on instructions from the Debenture holders) can exercise a put option on the Promoters to buy back the entire outstanding Debentures
6 Tenor Forty Eight (48) months from the Deemed Date of Allotment ending on the last Due Date unless redeemed earlier in accordance with the terms of the Debenture Trust Deed
7 Interest Rate The Debentures will carry an interest at the rate of 20 (Twenty percent) per annum payable monthly (subject to deduction of tax at source if applicable at the rate prevailing from time to time under the provisions of the Income Tax Act 1961 or any other statutory modifications or reshyenactment thereof for which a certificate will be issued by the Company-_ on the outstanding principal amount of Debentures and(other-~~
i ( y page~f )~
- -
-
Outstanding Amounts throughout the tenure of the Debentures till final redemption as per Payment Schedule
Interest payable on the Debentures shall accrue on a day to day basis and shall be computed on the basis of 365 (Three Hundred Sixty Five) days divided equally for each of the twelve calendar months
8 Payment Mechanism Payments towards interest and towards repayment of the outstanding amount of Debentures shall be made by way of drafts cheques credit through RTGS mechanism on the Due Dates to those Debenture holder(s) whose names appear on the list of beneficiaries provided by the Depositories to the Issuer Such payments shall be made from the Escrow Account in the manner specified in the Debenture Trust Deed The names would be as per the Depositories records on the relevant Record Date fixed for the purpose of such payments as provided in this
Information Memorandum Disclosure Document In case of those Debentures for which the beneficial owner is not identified by the Depository as on the Record Date the Issuer would keep in abeyance the payments till such time that the beneficial owner is identified by the Depository and conveyed to the Issuer whereupon the payments will be paid to the beneficiaries as identified
In case the Due Date falls on a day which is not a Business Day then the payment due shall be made on the succeeding Business Day
9 Security The principal amount of the Debentures together with any interest accrued thereon and other Outstanding Amounts Debenture Trustees remuneration and all costs charges expenses and all other monies due in respect of the Debentures and or under the Transaction Documents shall be secured by the Obligors by
a First and exclusive charge on all receivables from the Project through the Deed of Hypothecation together with the Escrow Agreement and such charge will be superior to any other claims on the Project receivables
b First and exclusive charge on all amounts lying to the credit of the Escrow Account under the Deed of Hypothecation
c First and exclusive charge by way of equitable mortgage on the Commercial Property (Mortgaged Property) through execution of a registered Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property in favour of the Debenture Trustee together with a declaration cum undertaking from CDPL declaring the creation of mortgage by deposit of title deeds of the Commercial Property in terms of the memorandum of entry
d Equitable mortgage and exclusive charge over FSI equivalent to 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of the Commercial Project together with all the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
e Exclusive charge over all the rights title interest benefits claims demands of any nature whatsoever of the Company under andor in respect of the CDPL Collaboration Agreements for development and construction of the Commercial Colony and the entire FSI in the Project along with proportionate undivided interest in the underlying land and without limitation the following
(i) the right to compel performance thereunder and to substitute or be substituted for the Company thereunder and to substitute and be substituted thereunder for the Company thereunder and
(ii) to commence and conduct either in the name of the Company or in its own name or otherwise any proceedings against any person in respect of any breach of the CDPL Collaboration Agreements and
(iii) all claims of the Company including in any proceedings against all or any such persons to any amounts owing to or received by the Company thereunder and
(iv) the rights and benefits of all Approvals to the extent capable of assignment together with the right to further assign any of the CDPL Collaboration Agreements and such Approvals to any Person
(v) Pledge of shares representing the entire issued and paid up share capital of CDPL under the Deed of Pledge
(vi) Personal Guarantee of Sh Vijay Gupta Sh Amit Gupta and Smt Kusum Gupta and
(vii) Cheques
CDPL has consented to creation of charge over the entire FSI to the extent of 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of t
The said security shall be created in favor of the Debenture Trustee on or by the Deemed Date of Allotment
Obligors will ensure that market value of the above mentioned security will be at all times equal to the face value of the outstand~icitZt~ Debentures tp ---YZoltgtl
lSI r~
i~ ~r)Page 22 oK~-_
~~-___i
10 Board Authority The private placement of Debentures under this Information Memorandum Disclosure Document is being made pursuant to the resolution of the Board of Directors of the Company at its meeting held on June 24 2013
11 Rating and rating rationale ICRA has assigned a ICRA B+ (pronounced as ICRA B plus) rating to debentures programme of the Company to the extent of ~
2000000000- (Rupees Two Hundred Crores only) vide letter ref no DRAT2013-140-362 on May 212013 and revalidated vide letter ref no DRAT2013-140-363 on August 222013 The long-term rating carries a stable outlook A copy of the rating letter and its rationale from ICRA is enclosed as Annexure 4_ to this Information Memorandum Disclosure Document
12 Details of utilisation of the Issue Proceeds Our Board of Directors certifies that the proceeds of the Issue of Debentures shall be utilized for the general corporate purposes of the Company
13 Minimum Number of Debentures for Subscription The application must be made for a minimum of one (1) Debenture and in multiple of one (1) Debenture thereafter There is no maximum limit on the application
14 Listing The Debentures are proposed to be listed on the WDM segment of the BSE the details of which are provided below
The Bombay Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400001 Phone 91 22 227212334 Fax 91 22 22721919
The COJpany shall make an application to the BSE to list the Debentures to be issued and allotted pursuant to this Information Memorandum Disclosure Document and shall take all necessary steps to complete all the formalities relating to listing of the Debentures within 15 (fifteen) days from the date of closure of the Issue Date If such permission is not granted by the BSE within 15 (fifteen) days from the date of closure of the Issue or where such permission is refused by the BSE before the expiry of the 15 (fifteen) days from the closure of the Issue the Company shall at the option of the Debenture holders repay with interest (at the applicable Interest Rate) all monies received by it If the Company fails to repay such monies within 5 (five) days after the Company becomes liable to repay it then the default interest (at the applicable Default Interest Rate) shall also apply to the amount payable
by the Company over and above the applicable interest iP~d (OS4( i~
Page 23~~ ~Sl-C ~-_-)to ~--i-~-~
In connection with listing of Debentures with BSE the Company hereby undertakes to comply with all requirements of the Act applicable SEBI rules and regulations including Securities and Exchange Board of India (Issue and listing of Debt Securities) Regulation 2008 and the listing agreement with BSE
15 Market Lot The minimum lot size for trading of the Debentures on the Stock Exchange is proposed to be one (1) Debenture
16 Underwriting of the Issue The present Issue of Debentures has not been underwritten
17 Tax Benefits The Debenture holder(s) are advised to consider in their own case the tax implications in respect of subscription to the Debentures after consulting their respective tax advisor
18 Governing Law The Debentures shall be construed to be governed in accordance with the laws of India Any dispute arising thereof will be subject to exclusive jurisdiction of the courts in Delhi Over and above the aforesaid terms and conditions the said Debentures shall be subject to the terms and conditions of the Security Documents
19 Debenture Redemption Reserve The Company hereby agrees and undertakes to create a debenture redemption reserve as per the provisions of the Security Documents the Act and the rules regulations notifications and circulars issued by the Ministry of Corporate Affairs and if during the currency of these presents any guidelines are formulated (or modified or revised) by the Central Government or any government agency or corporation having authority under Law in respect of creation of debenture redemption reserve applicable to the Debentures the Company shall duly abide by such guidelines and execute all such applicable supplemental letters agreements and deeds of modifications as may be statutorily required by the Debenture holders or the Debenture Trustee
20 Undertaking to use a Common Form of Transfer The issue of Debentures shall be made in dematerialized form only and no Debentures will be issued in physical form However the Company will use a common transfer form for physical holdings if at a later stage there is any holding in physical form due to the depository giving any Debenture holder the option to rematerialize the Debentures
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
The following contracts documents not being contracts entered into in the ordinary course of business carried on by the Company or entered into more than two years before the date of this Information Memorandum Disclosure Document which are or may be deemed material have been entered into by the Company These material contracts or documents may be inspected at the Registered Office of the Issuer from 1000 am to 100 pm on all working days from the date of this Information Memorandum Disclosure Document until the date of closure of this Issue
Material Contracts 1 Copy of the letter from Skyline Financial Services Private Limited to the
Company giving their consent to act as the Registrar and Transfer Agent to the Issue
2 Copy of letter from ILampFS Trust Company Limited to the Company giving their consent to act as the Debenture Trustee to the Issue
Material Documents L Memorandum and Articles of Association of the Company as amended
from time to time
2 Credit rating letter from ICRA Limited
3 Copy of Certificate oflncorporation of the Company dated July 262006
4 Certified true copy of the resolution dated June 24 2013 approving the issue of Debentures and creation of securities on the term and conditions stated in this Information Memorandum Disclosure Document
5 Copy of Tripartite Agreement dated 17-02-2011 between the Company the Registrar and Transfer Agent and the CDSL (Depository)and Copy of Tripartite Agreement dated 03-03-2011 between the Company the Registrar and Transfer Agent and the NSDL (Depository)
6 Copies of Audited Financials of the Company for the last three financial years
DISCLOSURE ON EXISTING FINANCIAL INDEBTNESS
1 Details of Secured Borrowings4
Ao The secured loans of the Company outstanding as on March 312013 is as follows
(Amount in f)
Details of Vehicle Loans Axis Bank October 27 1390055 EMI Start date- Hypothecated to Limited 2010 December 10 2010 Axis Bank (BMW) Closure date- Limited
November 10 2013 HDFC March 09 2472342 EMI Start Date Hypothecated to Bank 2012 April 052015 HDFC Bank Limited Closure Date - April Limited (BMW) 052015
None of the above loans is secured against any of the security (as detailed in Offer Details section above)
B The Secured Debentures of the Company outstanding as on March 312013 are as under
ILampFS Secured 17 Monthly 1 14th part of the first floor Trust Redeemable installment (without Roof Right) being 45 Company Non- pa s Start sq yards out of 180 sq yards of Limited Convertible date- the first floor constructed on
Debentures 2205201 free-hold land bearing plot No Series shy I of 1 RZ-D-5 First Floor Mahavir aggregate Closure Enclave New Delhi -110045 face value of dateshy admeasuring 180 sq yards out 2202201 ofkhasra number 8314 35000000 4 situated in the area of village 0- (Rupees Palam now known as Mahavir Thirty Five Enclave Block -D New Delhi-Crores) 110045 issued at a discount of 2 Mortgage assignment of all the 17513shy rights title and interest
4 The figures are as per the audited balance Sheet for the financial year ending March 31 2013
----- shy
(Rupees whatsoever of the Company in Seventeen to under andor in respect of Thousand the collaboration agreements Five dated 27102007 and Hundred 01072010 executed with CDPL and Thirteen for development and only) on the construction of the Commercial face value Complex and sale of FSI to the (being ~ extent of 625000 Sq Ft along 10000001- with proportionate interest in (Rupees Ten the underlying land inl of the Lakhs only)) Commercial Complex of each debenture 3 Out of the total sanctioned FSI
of 702871 Sq Ft of Commercial Complex mortgage and charge over FSI equivalent to 625000 Sq Ft including prorata share over all that piece and parcel of free hold land admeasuring 95 acres (approx located at Sector 82A Gurgaon Haryana India over which the Commercial Complex is proposed to constructedI developed together with proportionate buildings and structures thereon AND the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
4 Pledge of entire issued equity share capital of CDPL
5 Post-dated cheques
6 Personal Guarantee of the Promoter viz Mr Vijay Gupta
ILampFS Secured 17 Monthly 1 114th part of the first floor Trust Redeemable installment (without Roof Right) being 45 Company Non- pa s Start sq yards out of 180 sq yards 0 f Ltd Convertible date- the first floor constructed on
Debentures 1506201 free-hold land bearing plot No Series - II of 1 RZ-D-5 First Floo~ M~ct[~ aggregate Closure Enclave New DelhI -11
-_ ()-4~-----
ltshy -
---- ----- ---------------shyface value of date- admeasuring 180 sq yards out ~ 1505201 of khasra number 83 14 42500000 4 situated in the area of village 0- (Rupees Palam now known as Mahavir Forty Two Enclave Block -D New Delhi-Crares) Fifty 110045 Lakhs
2 Mortgage assignment of all theissued at a rights title and interestdiscount of ~ whatsoever of the Company in58065shyto under andor in respect of(Rupees Fifty the collaboration agreementsEight dated 27102007 andThousand 01072010 executed with CDPLSixty Five for development andOnly) on the construction of the Commercialface value Complex and sale of FSI to the(being ~ extent of 625000 Sq Ft along1000000 shywith proportionate interest in(Rupees Ten the underlying land in of theLakhs only)) Commercial Complexof each
debenture 3 Out of the total sanctioned FSI of702871 Sq Ft of Commercial Complex mortgage and charge over FSI equivalent to 625000 Sq Ft including prorata share over all that piece and parcel of free hold land admeasuring 95 acres (approx) located at Sector 82A Gurgaon Haryana India over which the Commercial Complex is proposed to constructed developed together with proportionate buildings and structures thereon AND the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
4 Pledge of entire issued equity share capital of CDPL
5 Post-dated cheques
---6 Personal Guarantee of the Promoter viz Mr Vijay(qtipta
1
IDEI Trusteeshi p services Limited
Secured Redeemable Optional Convertible Debentures of aggregate face value of
80000000 0- (Rupees Eighty Crore Only) on the face value (being 5000000shy(Rupees Fifty Lakhs only)) of each debenture
Qu art erly Co u po n Rat e of 55
The company shall be obliged to redeem the OCDs in four equal installment s starting from march 31 2014 over a period of 6 (six) financial quarters (the first such financial quarter ending on March 31 2014) such that the OCDs are completely redeemed on June 302015
(i) First sole amp exclusive charge by way of(a) equitable mortgage on the Mortgaged Security Property I and (b) equitable mortgage on the Mortgaged Security Property II
Mortgaged Security Property-I shall mean 23268 acres out of the larger property being the aggregate of 19218 acres (forming part of 25018 acres of land for which License is in place) and the 405 acres for which letter of intent is in place along with the proportionate floor space index and all present and future buildings and structures constructed thereon and all the rights title and interest of the Company and the concerned group housing project landowners over such property excluding 404 (four hundred and four) number of units constructedto be constructed over the aforesaid 19218 acres as more particularly detailed III the transaction documents
Mortgaged Security Property-II shall mean 696 acres out of the security property-II 1004 acres of acquired land in Sector 85 Gurgaon Haryana along with the proportionate floor space index and all present and future buildings and structures constructed thereon and all the rights title and interest of the Company and the concerned group housing project landowners over such property
(ii) first sole and exclusive charge on present and future basis by way of hypothecation on the relevant group housing _poject
-------------------------~----------~-----------------------------receivables from time to time and monies lying and credited into the escrow accounts at any point in time including any fIxed deposits created in accordance with the escrow account agreement out of such monies from time to time together with all and any interest accruing in respect thereof and
(iii) The issuance of personal guarantees by the Promoters in favour of IDBI guaranteeing the fulfIllment of the secured obligations
The NCD Series - I were fully redeemed on July 272013
2 Details of Unsecured Borrowings5
The unsecured loans of the Company outstanding as on March 31 2013 follows
(in ~)
Loan from Body Corporate Flair Exports Pvt Ltd Seh Realtors Pvt Ltd Citland Commercial and Credits Ltd Delhi Brass and Metal Works Pvt Ltd Span India Pvt Ltd Loan Directors Shareholders and their Relatives Amit Gupta-Loan Taken Vijay Gupta (Loan Taken) Amit Gupta (HUF) Green Bay Infrastructure Pvt Ltd Kusum Gupta Mamta Gupta Pooja Gupta Vijay Gupta(HUF)
5000000000 10000000000 16670000000 6670000000
11670000000
2850848000 7929999985
20000000 32146887100
2466000000 5625400000 3250000000
92100000
5 The figures are as per audited financial for the financial year ending March 31 2013
Page 300[60
3 Details of Bank Guarantee6
Bank Guarantee by the Company in respect of Orris Business Square - 95 Acres
ICICI Bank 1 Limited June 182010
Issued by ICICI Bank June 182010 and Valid till October 28 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 2 Bank Ltd Jan 03 2013
ICICI Bank 3 Limited February 232011
Director Town and Country Planning Chandigarh
Director Town and Country Planning Chandigarh Haryana State Pollution Control Board
62946450 October 282012
5938000 October 272014
3750000 February 222016
Bank Guarantee by the Company in respect of Carnation Residency Aster Court Aster Court premier amp Villas 33 -25018 Acres
Issued by ICICI Bank on September 232008 amendment dated September 102010 and valid till September 22 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 4 Bank Ltd September 222012
Issued by ICICI Bank on September 23 2008 amendment dated September 102010 and valid till September 22 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 5 Bank Ltd September 222012
Director Town and Country Planing Chandigarh 111524000
September 222014
Director Town and Country Planing Chandigarh
6 The figures are as per audited accounts for the financial year ending March 31 2013
Page 31 0[60
--
----- --- - shyIssued by ICICI Bank on December 16 2010 and expiry date is Dec 15 2015 but we close it Haryana with ICICI Bank and a State fresh guarantee was Pollution
ING Vysya issued by ING Vysya Control January 6 Bank Ltd bank on 23012013 Board 5000000 142016 Bank Guarantee by the Company in respect of Spring Homes middot10043 Acres
Director Town and Country
ING Vysya Planing September 7 Bank Ltd September 32012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 8 Bank Ltd September 3 2012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 9 Bank Ltd September 32012 Chandigarh 13112500 22016
Director Town and Country
ING Vysya Planing September 10 Bank Ltd September 32012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 11 Bank Ltd September 3 2012 Chandigarh 14752500 22016 Bank Guarantee by the Company in respect of Carnation Residency Aster Court Aster Court premier amp Villas 33 -405 Acres
Director Town and Country
ICICI Bank Planing August 71 12 Limited August 8 2011 Chandigarh 21632230 2015
Director Town and Country
ICICI Bank Planing August 7 13 Limited August 8 2011 Chandigarh
---shy5062~~t ~~015
6ltC [-I_i ~~-
I cel i Ieshy -
Note ~
10 Bank Guarantee of 35 Crore is issued by ING Vysya Bank 2 ING Vysya Bank has given counter guarantee against BG of 21632230
amp 5062500 issued for Aster Court Carnation Residency Aster Court Premier amp Villas 33 ING has given counter guarantee for 62946450 amp 3750000 issued for OB8
3 In OB8 all payment of EDC has been made so BG of 62946450 will be released which is already expired
4 Bank guarantee issued by ING Vysya bank is on 10 cash margin on fIxed deposit
5 Security offered against 35 Cr Bank guarantees issued by ING Vysya Bank is following
Orris HQ(J-I0S DLF Phase-II(Gurgaon)-Given as collateral security Janakpuri (C-3260 New Delhi)-Given as collateral security
4 Particulars of debt securities issued (i) for consideration other than cash whether in whole or in part (ii) at premium or discount or (iii) in pursuance of an option
The Company confIrms that save and except the following given below company has not issued any debt securities (i) for consideration other than cash whether in whole or in part (ii) at premium or discount or (iii) in pursuance of an option
bull NCD-I at discount
bull NCD-II at discount bull OCD in pursuance of an option
5 Servicing behavior on existing debt securities payment of due interest on due dates on term loans and debt securities
The Company hereby confIrms that
1 it has been servicing all its principal and interest on time and there has been no subsisting delay or default since its incorporation
Ii there is no subsisting default in repayment redemption of any of its borrowings nor has the Company affected any kind of roll over against any of its borrowings in the past
6 That the permissionconsent from the prior creditor for a second or pari passu charge being created in favor of the trustee to the proposed issue has been obtained
The existing mortgage over the Co~mercial Property s~all be ~leared~tT~l the Company and a no dues certifIcate shall be obtamed pnor ~~tMe -~0--o Deemed Date of Allotment Accordingly the Company hereby cott(rms 1
If) J -~ ~ 1( D gt~
Page 33 6 ~
that it does not require any consent permission to create security in relation to the Debentures as stipulated in this Information Memorandum Disclosure Document and the Security Documents
7 Any material eventdevelopment or change at time of issue or subsequent to the issue which may affect the issue or the Investors decision to invest continue to invest in the debt securities
Directors of the Company represent that there have been no material developments at the time of issue or subsequent to the issue which would materially and adversely affect or are likely to affect the business of the Company or the value of its assets or its ability to pay its liabilities
OTHER INFORMATION AND ISSUE PROCEDURE
The Debentures being offered as part of the Issue are subject to the provisions of the Act the Memorandum and Articles of Association of the Issuer the terms of this Information Memorandum Disclosure Document Application Form and other terms and conditions as may be incorporated in the Debenture Trust Deed and other Security Documents
Issue of Debentures in Dematerialised Form The Debentures will be issued in dematerialized form The necessary arrangements are being made with the Depositories for the issue of the Debentures in dematerialised form Investors will have to hold the Debentures in dematerialised form as per the provisions of Depositories Act 1996 The Company shall take necessary steps to credit the Debentures allotted to the depository account of the Investor
Trustee for the Debenture holder(s) The Issuer has appointed ILampFS Trust Company Limited to act as trustee for the Debenture holder(s) The Issuer and the Debenture Trustee intend to enter into the Debenture Trust Deed inter alia specifying the powers authorities and obligations of the Debenture Trustee and the Issuer The Debenture Trustee shall act based on the provisions of the Debenture Trust Deed The Debenture Trustee will at all times protect the interest of the Debenture holder(s) in accordance with the Debenture Trust Deed
Resignation and Removal of Debenture Trustee The Debenture Trustee and the Company declares that they shall not revoke the Trust hereby declared till the Debentures are redeemed in full The Debenture Trustee may at any time without assigning any reason and without being responsible for any loss or costs occasioned thereby resign as the Debenture Trustee provided that they shall continue to act as Debenture Trustee until a successor trustee is appointed by the Company The Debenture Trustee may also be removed by majority Debenture holders without assigning any reason as per Debenture Trust Deed
Sharing of Information The Issuer may with the written consent of the Debenture holder(s) exchange share or part with any financial or other information about the Debenture holder(s) available with the Issuer with its subsidiaries and affiliates and other banks financial institutions credit bureaus agencies statutory bodies as may be required
Debenture holder not a Shareholder Subject to the Debenture Trust Deed the Debenture holder(s) shall not be entitled to any right and privileges of shareholders other than those available
to them under the Act The Debentures shall not confer upon the Debentt5~r)(~IifI~
holders the right to receive notice(s) or to attend and to vote at any ge111- ~~ meeting(s) of the shareholders of the Issuer (5[ )~
r-)e i3 gt ~
Page 35 of 60--gt
Modification of Debentures or Information Memorandum Disclosure Document The Issuer may make modifications in the Information Memorandum Disclosure Document only upon receiving consent from the Debenture Trustee who in turn shall seek approval from majority Debenture holder(s)
Notices Any notice may be served by the Issuer upon the Debenture holders through post email fax or personal delivery addressed to such Debenture holder at his her registered address and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof All notice(s) to be given by the Debenture holder(s) shall be sent by post or email or fax or by hand delivery to the Issuer or to such persons at such address as may be notified by the Issuer from time to time through suitable communication and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof or at the expiry of the 3 rd day from the date such notice is dispatched whichever is earlier All correspondence regarding the Debentures should be marked Private Placement of Debentures
All notices from the Issuer shall be sent to the Debenture Trustee with copies to the Debenture Holders All notices to be sent by the Debenture Trustee to the Issuer andor the Promoters shall first be sent to the Debenture Holders for Debenture Holder Approval in terms of the Debenture Trust Deed The Debenture Trustee shall ensure and procure that any notice received by the Debenture Trustee from the Issuer andor the Promoters is shared by the Debenture Trustee with all the Debenture Holders of the Issuer within a period of 2 (two) Business Days from the date of receipt of such notice and in every event before the Debenture Trustee responds to such notice
Issue Procedure Only Eligible Investors as given hereunder may apply for the Debentures by completing the application form in the prescribed format as attached in Annexure 7 (Application Form) in BLOCK LETTERS in English as per the instructions contained therein The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the Application Form No application can be made for a fraction of a Debenture Application Forms should be duly completed in all respects and applications not completed in the said manner are liable to be rejected
The name of the applicants bank type of account and account number must be duly completed by the applicant This is required for the applicants own safety and these details will be printed on the refund orders and interest redemption payments c~~ F~~~gt
~ll ~~
~( ~ )~~Jy 11 ~
~ ~
Page 36 of60-~-~ ~
The Application Form must be accompanied by either demand draft(s) or cheque(s) drawn or made payable in favour of the Issuer or otherwise as may be set out in the Application Form and crossed Account Payee Only Cheque(s) or demand draft(s) may be drawn on any bank including a coshyoperative bank which is a member or a sub-member of the New Delhi Bankers Clearing House located If permitted the applicant may transfer payments required to be made in relation to any by electronic transfer of fundsRTGS to the bank account of the Issuer as per details mentioned in the Application Form
Application Procedure Eligible Investors will be invited to subscribe by way of the Application Form prescribed in the Information Memorandum Disclosure Document during the period between the Issue opening date and the Issue closing date (both dates inclusive)
Fictitious Application As a matter of abundant caution and although not applicable in the case of debentures attention of applicants is specially drawn to the provisions of sub-section (I) of Section 68A of the Act
Any person who (a) makes ina fictitious name an application to a company for acquiring or subscribing for any shares therein or (b) otherwise induces a company to allot or register any transfer of shares therein to him or any other person in a fictitious name shall be punishable with imprisonment for a term which may extend to five years
Basis ofAllotment The Investors will be required to remit the funds as well as submit the duly completed Application Form along with other necessary documents to Issuer by the Deemed Date of Allotment Deemed Date of Allotment for the Issue is 23-10-2013 by which date Investors would be intimated of allotment
Record Date The date falling seven days prior to the Due Date or if it happens to be a holiday then the immediately succeeding Business Day shall be the Record Date
Eligible Investors Only those Investors who have been addressed through a communication directly are eligible to apply No other Investor can apply All Investors are required to comply with the relevant regulationsguidelines applicable to them for investing in this issue of Debentures
Note Participation by potential Investors in the issue may be subject to statutory andor 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 ~egulatory requirements applicable t them inclu~i~~lctUi~ exchange controls and other requIrements Applicants ought to seek Independent l~~ -~lti and regulatory advice in relation to the laws applicable to them rtf ~t
Page 37 o~-) ~~
Application under Power of Attorney Original power of attorney or the relevant authority together with its certified true copy as the case may be along with the names and specimen signatures of all the authorized signatories and the tax exemption certificate document if any must be lodged at time of submission of the completed Application Form Further modifications additions in the power of attorney or authority should be notified to the Company at its registered office
Procedure for applying for Dematerialised Facility
I The applicant must have at least one beneficiary account with any of the Depository Participants of NSDLCDSL prior to making the application
2 The applicant must necessarily fill in the details (including the beneficiary account number and Depository Participants ID) appearing in the Application Form under the heading Details for Issue of Debentures in ElectronicDematerialised Form
3 Debentures allotted to an applicant will be credited directly to the applicants respective beneficiary account(s) with the Depository Participants
4 For subscribing to the Debentures names in the Application Form should be identical to those appearing in the account 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 in the Depository
5 Non-transferable allotment advicerefund orders will be directly sent to the applicant by the Registrar and Transfer Agent to the Issue
6 If incompleteincorrect details are given under the heading Details for Issue of Debentures in ElectronicDematerialised 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
7 For allotment of Debentures the address nomination details and other details of the applicant as registered with hisher DP shall be used for all correspondence with the applicant The applicant is therefore responsible for the correctness of hisher demographic details given in the Application Form vis-a-vis those with hisher Depository Participant In case the information is incorrect or insufficient the Issuer would not be liable for the losses if any
8 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 t- ~gti)L~-~(i ~page380~ ~
~nmiddotmiddotmiddotmiddot-middotmiddotmiddotmiddot ~lt---plusmn
Documents to be provided by Eligible Investors
Investors need to submit the following documentation as applicable
Memorandum and Articles of Association or other constitutional documents
Resolution power of attorney authorising investment
Specimen signatures of the authorised signatories duly certified by an appropriate authority
bull SEBI registration certificate (if applicable)
Copy ofPAN Card to be submitted
bull Application fonn (including RTGS details)
Mode of Payment All payments must be made through cheque(s)draft(s)transfersRTGS as set out in the Application Form
Depository Arrangements The Company has appointed Skyline Financial Services Private Limited as the Registrar and Transfer Agent for the present Issue and the Company shall make necessary depository arrangements with CDSL and NSDL for issue and holding of Debentures in dematerialised form
List of Beneficiaries The Issuer shall request the Depositories to provide a list of beneficiaries as at the end of the relevant Record Date This shall be the list which will be used for payments of interest or repayment of redemption monies or any other amounts payable on the Debentures as the case may be
Effect of Holidays Should any of the dates defined above or elsewhere in this Information Memorandum Disclosure Document (except the Deemed Date of Allotment) fallon a day other than a Business Day the immediately succeeding Business Day shall be considered as the effective date(s) In case Record Date book closure date falls on a day other than a Business Day the Business Day the succeeding day shall be the record date book closure date
Tax Deduction at Source Tax as applicable under the Income Tax Act 1961 or any other statutory modification or re-enactment thereof will be deducted at source on the interest payable on the Debentures Tax exemption certificatedocumentform under section 193 of the Income Tax Act 1961 if any must be lodged at th~ Registered Office of th~ Issuer at least fiftee~~~middot(iJ2~~ (15) days before the relevant mterest payment becommg due (~ 1
i t IJ W7i$0 ~---Page 39 of 6O____~ti-----
Letters of Allotment The Issuer shall issue a Letter of Allotment to each Debenture holder on the Deemed Date of Allotment The Debentures will be subsequently credited in dematerialised form within 2 (two) Business Days from the Deemed Date of Allotment
Deemed Date of Allotment All the benefits under the Debentures will accrue to the Debenture holders from the date of receipt of the application monies The actual allotment may take place on a date other than the Deemed Date of Allotment
Refunds For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within seven days from the Deemed Date of Allotment of the Debentures 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
Joint Holders Where two or more persons are holders of any Debenture(s) they shall deem to hold the same as joint tenants with benefits of survivorship
Mode of Transfer Debentures shall be transferred subject to and in accordance with the rules procedure as prescribed by the NSDL CDSL Depository participant of the transferor transferee and any other applicable laws and the rules notified in respect thereof 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 Transferor shall give delivery instructions containing details of the transferees DP account in his depository participant
Succession In the event of demise of Debenture holder the Company will recognize the executor or administrator of the deceased Debenture holder or the holder of succession certificate or other legal representative as having title to the Debentures The Company shall not be bound to recognize such executor administrator or holder of the succession certificate or other legal representatives as having title to the Debentures unless such executor or administrator obtains probate or letter of administration or such holder is the holder of succession certificate or other legal representation as the case may be from a competent Court in India having jurisdiction over the matter The Company may in their absolute discretion where it thinks fit dispense with production of probate or letter of administration or succession ~--~gt
l
certificate or other legal representation in order to recognize such holder ~1 ~)t)
Page 40 of6~ Vv pound ~o-middot~-
bull ~f V
being entitled to the Debentures standing in the name of deceased Debenture holder on production of sufficient documentary proof or indemnity
Nomination In the event of however a deceased Debenture holder(s) having nominated any person entitled to be registered as the Debenture holder in the event of his death such nominee shall be registered as the Debenture holder in place of the deceased Debenture holder
Page 41 of 60 shy
OTHER REGULATORY AND STATUTORY DISCLOSURES
Stock Exchange Disclaimer Clause It is to be distinctly understood that filing of this Information Memorandum Disclosure Document with the Stock Exchange should not is any way be deemed or construed that the same has been cleared or approved by the Stock exchange The Stock Exchange does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue has been made or for the correctness of the statements made or opinions expressed in this Information MemorandumDisclosure Document
Listing Disclaimer The Debentures are proposed to be listed on the Wholesale Debt Market segment of the BSE The Company shall comply with the requirements of the listing agreement to the extent applicable to it on a continuous basis and shall complete all formalities relating to listing of the Debentures
Companys Disclaimer Clause The Company certifies that the disclosures made in this Information MemorandumDisclosure Document are generally adequate and III
conformity with SEBI Regulations Further the Company accepts no responsibility for statements made otherwise than in the Information MemorandumDisclosure Document or Security Documents or any other material issued by or at the instance of the Company and anyone placing reliance on any source of information other than this Information Memorandum Disclosure Document and the Security Documents would be doing at their own risk and the Company will not be liable for such reliance
Issue of Debentures in Dematerialised Form The Debentures will be issued only in dematerialized form The Issuer has made arrangements with the Depositories for the issue of the Debentures in dematerialized form Investors will have to hold the Debentures in dematerialized form as per the provisions of Depositories Act 1996
Consents ILampFS Trust Company Limited has given its written consent for its appointment as debenture trustee to the Issue under Regulations 4(4) of the SEBI Regulations and inclusion of its name in the form and context in which it appears in this Information Memorandum Disclosure Document __
4ti)~ ~ A )ro)
C
Page 42 of60
ANNEXURE 1 SUMMARY TERM SHEET
--------------------------------------------------------------------------- shyIssuer Orris Infrastructure Private Limited
Instrument Secured Cumulative Redeemable Non-Convertible Debentures
Total number of 200 NCDs Face Value ~ 10000000- (Rupees One Crore only) per Debenture
Issue Size ~ 2000000000- (Rupees Two Hundred Crores only)
Issue Price At its face value ie ~ 10000000- (Rupees One Crore only) per Debenture
Mode of Private Placement Placement Object of the The proceeds from the issue shall be utilized for the general Issue corporate purposes of the Company
Form of listed Dematerialised issuance Deemed Date of 23-10-2013 or any other date as decided by the Issuer Allotment
Tenor 48 (forty eight) months from the Deemed Date of Allotment
Redemption After expiry of the Moratorium Period the Issuer shall redeem the Debentures in equal monthly installments over a period of 33 (thirty three) months on each Due Date subject to premature redemption as permitted under the Debenture Trust Deed
Moratorium Period of 15 (Fifteen) months from the Deemed Date of Allotment Period Interest Rate Interest will be payable at the interest rate of 20 (Twenty percent)
per annum payable monthly on the Outstanding Amounts as per the Payment Schedule (refer Annexure 2 to this Information Memorandum Disclosure Document)
The first installment for interest payment shall also include an additional amount equivalent to 125 (one point two five percent) of the issue size (excluding any applicable taxes) to the Debenture holders in proportion to the Debentures held by them
Market Lot One (1) Debenture
Minimum Application
Early Repayment
Escrow Mechanism
------shy
Subject to the conditions specified in the Debenture Trust Deed (Premature Redemption) the Issuer shall have a onetime option to prematurely redeem in a single tranche and not exceeding 25 (twenty five) of the outstanding Debenture Principal Amount at any time after expiry of the 24 (twenty four) months from the Deemed Date of Allotment till the expiry of 30 (Thirty) months of the Deemed Date of Allotment (Premature Redemption Period) The Premature Redemption shall be exercised in a single tranche and shall be subject to fulfillment of each of the following conditions that the Company prematurely redeems Debentures equivalent to an amount in the multiples of ~ 50000000- (Rupees Five Crores Only) with the minimum amount being ~ 150000000- (Rupees Fifteen Crores Only) for redemption in excess of the amounts permitted for Premature Redemption as specified above the Issuer shall pay a premature redemption premium of 2 (two percent) on the amount being redeemed and paid by the Issuer plus applicable service tax or other statutory levy if any subject to deduction of income tax at the rate prescribed under the Income Tax Act 1961 (Premature Redemption Premium) subject to the Escrow Mechanism below the Issuer shall have the option to prematurely redeem the Debentures after the expiry of the Premature Redemption Period without paying any Premature Redemption Premium provided such amounts are in accordance with sub-clause (a) above and any redemption of Debentures by the Issuer in accordance with this Deed shall be proportionate redemption of all the Debentures together through reduction in face value of each Debenture Further the redemption of the Debentures may be carried out in accordance with the Escrow Mechanism mentioned below
All receivables from the Project will be deposited by the Company in an Escrow Account All monies deposited in the Escrow Account shall be utilized in following order Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal with respect to the Debentures Only upon satisfaction of the requirement of (1) and (2) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account towards withdrawal of upto ~ 900000000 (Rupees Ninety Crores only) by the Company After withdrawal of ~ 900000000 (Rupees Ninety Crores only) by the Company
Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal witl]_x~secttyct to
-_8f~~the Debentures (f~X-~~~
~ ) Page 44 amp1 ~____~i
--------------------------------------- -- -------------
Debt Service Reserve Account (DSRA)
Put Option
Issue open on
Issue closed on
Basis for Interest calculation
Listing
Depository
Credit Rating
Security
Only upon satisfaction of the requirement of (a) and (b) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account 60 (Sixty percent) of any further monies in the Escrow Account shall be used to accelerate the redemption of the Debentures and the remaining 40 shall be withdrawn by the Company
Shall mean an amount being not less than ~ 60000000 (Rupees Six Crores only) to be maintained by the Company in the Escrow Account at all times
In the event of a default as defined iIi the Debenture Trust Deed the Debenture Trustee (on instructions from the Debenture holders) can exercise a put option on the Promoters to buy back the entire outstanding Debentures
04-10-2013 or any other date as decided by the Issuer
23-10-2013 or any other date as decided by the Issuer
Interest payable on the Debentures shall accrue on a day to day basis and shall be computed on the basis of 365 (Three Hundred Sixty Five) days divided equally for each of the twelve calendar months
At the WDM segment of the BSE
NSDL and CDSL
ICRA B+ by ICRA Limited
The Debentures together with any interest accrued thereon and outstanding amounts Debenture Trustees remuneration and all costs charges expenses and all other monies due in respect of the Debentures shall be secured by
First and exclusive charge on all Project Receivables through the Deed of Hypothecation together with the Escrow Agreement and such charge will be superior to any other claims on the Project Receivables First and exclusive charge on all amounts lying to the credit of the Escrow Account under the Deed of Hypothecation First and exclusive charge by way of equitable mortgage on the Commercial Property (Mortgaged Property) through execution of a registered Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property in favour of the Debenture Trustee together with a declaration cum undertaking from CDPL declaring the creation of mortgage by deposit of titly-~Si~6d~~ the
I-SI ~~
Page 4~60
----------------------------------------------------------------------------------Commercial Property in terms of the memorandum of entry Equitable mortgage and exclusive charge over FSI equivalent to 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of the Commercial Project together with all the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
Exclusive charge over all the rights title interest benefits claims demands of any nature whatsoever of the Company under andor in respect of the CDPL Collaboration Agreements for development and construction of the Commercial Colony and the entire FSI in the Commercial Project along with proportionate undivided interest in the underlying land and without limitation the following the right to compel performance thereunder and to substitute or be substituted for the Company thereunder and to substitute and be substituted thereunder for the Company thereunder and to commence and conduct either in the name of the Company or in its own name or otherwise any proceedings against any person in respect of any breach of the CDPL Collaboration Agreements and all claims of the Company including in any proceedings against all or any such persons to any amounts owing to or received by the Company thereunder and the rights and benefits of all Approvals to the extent capable of assignment together with the right to further assign any of the CDPL Collaboration Agreements and such Approvals to any Person Pledge of shares representing the entire issued and paid up share capital of CDPL under the Deed of Pledge Personal Guarantee of Sh Vijay Gupta Sh Amit Gupta and Smt Kusum Gupta and Cheques
Security Creation The Security shall be created in the favour of the Debenture Trustee on or before the Deemed Date of Allotment
Representation The representations and warranties of the Company will be set out and Warranties in the Debenture Trust Deed
Event ofDefault All events of default as set out in the Debenture Trust Deed
Upon occurrence of such event of default Debenture Trustee shall (on instruction from the Debenture holders) issue a written notice of default to the Company and grant to the Company a cure period in accordance with the terms of Security Documents
The consequences of an event of default shall be governed_lgtY the provisions in the Security Documents and shall inclu9~~ayfu~i1t of
default interest and enforcement of the Security in the manner specified In the Security Documents including appointment of nominee director(s)
Default Interest An additional interest of 4 pa (four percent per annum) over and Rate above the Interest Rate (as defined hereinafter) (viz the default
interest rate shall be 24 (twenty four percent) payable in relation to the Debentures and the Outstanding Amounts payable In accordance with Security Documents
Registrar and Skyline Financial Services Private Limited Transfer Agent
Compliance All provisions clauses regulations specified by GOISEBIRoCBSE with respect to issue and listing of Redeemable and Secured Non-Convertible Debentures shall be complied with by the Company
Assignment Each Investor may transfer or dispose a part or the whole of its Transferability Debentures without the Companys consent
Governing Law The governing law will be the laws of India and the parties submit to and Jurisdiction the exclusive jurisdiction of the courts in Delhi
~-~---~-~
u c tL ~If) -~~-J bull (
Page 47 of60
ANNEXURE 2 PAYMENT SCHEDULE
Due date
Month 0
Last Day ofMonth 1
Last Day ofMonth 2
Last Day ofMonth 3
Last Day ofMonth 4
Last Day ofMonth 5
Last Day ofMonth 6
Last Day of Month 7
Last Day ofMonth 8
Last Day of Month 9
Last Day of Month 10
Last Day of Month 11
Last Day of Month 12
Last Day of Month 13
Last Day of Month 14
Last Day ofMonth 15
Last Day of Month 16
Last Day of Month 17
Last Day of Month 18
Last Day ofMonth 19
Last Day ofMonth 20
Last Day of Month 21
Last Day of Month 22
Last Day ofMonth 23
Last Day of Month 24
Last Day ofMonth 25
Last Day of Month 26
Last Day ofMonth 27
Outstandino D b t b
e en nre1 su )scrIptlOn amount
I dat mont I en
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
1939393939
1878787879
1818181818
1757575758
1696969697
1636363636
1575757576
1515151515
1454545455
1393939394
1333333333
1272727273
I nterest
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
32323232
31313131
30303030
29292929
28282828
27272727
26262626
25252525
24242424
23232323
22222222
Debenture Payment to I t D b tSll )SCrIP Ion e en nre
t H Idamoun 0 ers
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
60606061 93939394
60606061 92929293
60606061 91919192
60606061 90909091
60606061 89898990
60606061 88888889
60606061 87878788
60606061 86868687
60606061 85858586
60606061 84848485
60606061 83838384
60606061 8~~3 j()gt t~( S( )Page48~60
-
Due date su
Last Day of Month 28
Last Day of Month 29
Last Day of Month 30
Last Day of Month 31
Last Day ofMonth 32
Last Day of Month 33
Last Day of Month 34
Last Day of Month 35
Last Day of Month 36
Last Day of Month 37
Last Day of Month 38
Last Day of Month 39
Last Day of Month 40
Last Day of Month 41
Last Day of Month 42
Last Day of Month 43
Last Day of Month 44
Last Day ofMonth 45
Last Day of Month 46
Last Day of Month 47
Last Day of Tenor
Outstandino D b t b
b ~ t~n ure t SCrIp Ion amoun
t th da mon en
1212121212
1151515152
1090909091
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969696970
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606060606
545454545
484848485
424242424
363636364
303030303
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181818182
121212121
60606061
Debentme Payment to Interest subscription
t amoun Debenture
H ld0 ers
21212121 60606061 81818182
20202020 60606061 80808081
19191919 60606061 79797980
18181818 60606061 78787879
17171717 60606061 77777778
16161616 60606061 76767677
15151515 60606061 75757576
14141414 60606061 74747475
13131313 60606061 73737374
12121212 60606061 72727273
11111111 60606061 71717172
10101010 60606061 70707071
9090909 60606061 69696970
8080808 60606061 68686869
7070707 60606061 67676768
6060606 60606061 66666667
5050505 60606061 65656566
4040404 60606061 64646465
3030303 60606061 63636364
2020202 60606061 62626263
1010101 60606061 61616162
The interest payment on the first Due Date shall vary depending on the date onwh~h the
application monies for Debentures arc received til 1~~1
1bull kAij~ lt laquo~~gt ~
-
--
Page 49 of60
ANNEXURE 3
UNDERTAKING BY THE COMPANY
The Company undertakes that bull In the event the Debentures are issued in physical form the Company
shall use a common form of transfer
bull It will provide on a half yearly basis a compliance certificate duly certified by the Debenture Trustee to the Debenture holders in respect of compliance with the terms and conditions of Issue as contained in this Information Memorandum Disclosure Document and
bull Every credit rating obtained shall be periodically reviewed by the Credit Rating Agency and any revision in the rating shall be promptly disclosed by the Company to the Stock Exchange Any change in rating shall be promptly disseminated to Debenture holders and prospective Investors in such manner as the BSE may determine from time to time All information and reports on the Debentures including compliance reports filed by the Company and the Debenture Trustee shall be disseminated to the Debenture holders and the general public by placing them on the website of the Company and shall through the Debenture Trust Deed request the Debenture Trustee to place the same on its website
bull The above Information Memorandum Disclosure Document IS
compliant with all disclosures required to be made for listing of senior non-convertible debentures on a private placement basis on a recognized stock exchange as specified in Schedule I under Regulation 21 of the Securities and Exchange Board of India (Issuing and Listing of Debt Securities) Regulations 2008
laquo~~(~I0~~ For o~InCr ~cture Private Limited
~~WIVijay~
(Chairman)
Page 50 of60
ANNEXURE 4
CREDIT RATING LETTER FROM ICRA LIMITED
Ie R A Limited
Ref DRAT2013-140-362
Mr Sanjay Aggarwal VP - Accounts amp raxation Orris Infrastructure Private Limited J-105 DLF Phase -II MG Road Gurgaon - 122002 Haryana
May 21 2013
Dear Sir
Rc ICRA-assigned Credit Rating for Rs 200 crore NCD Programmc of Orris Infrastructurc l)rivate Limited (instrument details in Annexure)
Please refer to your Rating Requisition dated May 112013 and the subsequent Rating Agreement of May 162013 for carrying out the rating of the aforesaid Bond Programme The Rating Committee
of ICRA after due consideration has assigned a [ICRAIB+ (pronounced as ICM B plus) rating
to the captioned Bond Programme
We would appreciate if you can sign on the duplicate copy of this letter and send it to us within 7
days from the date of this letter as confirmation about the use of the assigned rating The rationale
for assigning the above rating will be sent to you on receipt of your confirmation about the use of our rating as above Any intimation by you about the above rating to any BankerLending
AgencyGovernment AuthoritiesStock Exchange would constitute use of this rating by you
This rating is specific to the terms and conditions of the proposed issue as was indicated to us by you
and any change In the tenns or size of the issue would require the rating to be reviewed by us If
there is any change in the terms and conditions or size of the instrument rated as above the same must be brought to our notice before the issue of the instrument If there is nny such change after the
rating is assigned by us and confirmed to use by you it would be subject to our review and may result in change in the rating assigned
ICRA reserves the right to suspend withdraw or revise the above at any (ime on the basis of new information 01 unav~ilability of information or such other circumstances which ICRA believes may
have an impact on the rating assigned to you
The rating as aforesaid howeVer should not be treated as a recommendation to buy sell or hold the
bonds to be issued by you If the instrument rated as above is not issued by you within a period of 3
BuUding No 5 2 Floor TeL + 91 - 124 - 4545300 wOiosite wwwicraJn Tower A DLF cyber City Fax + 91 - 124 - 4050424 email infoicralndiacom Phase ll Gurgaon 122002
Regd Office 1105 Kailash Building 11 Floor 26 Kastuma Gandhi Marg NeW Delhi - 110001
RATING RES EAR eli INFORMATION
months from the date of this letter communicating the rating the same would stand withdrawn unless
revalidated before the expiry of 3 months
You arc required to forthwith inform us about any default or delay in repayment of intcrest or
principal amount of the instrument mtcd as above or any other debt instruments borrowing Y nu are also required to keep llS forthwith informed of any other devclopments which may have a direct
or indirect impact on the debt servicing capability of the company including any proposal for reshy
schedulement or postponement of the repayment programmes oCthe dues debts of the company with
any lendcr(s) investor(s)
You are required to inform us immediately as and when the borrowing limit for the instrument rated
as above or as prescribed by the regulatory authority (ies) is exceeded
We thank you for your kind cooperation extended during the course of the rating exercise Should
you require any clarification please do not hesitate to get in touch with us
With kind regards
Yours sincerely
for IeRA Limited
-- Iobit Inamdar S (Senior Vice President) (Analyst)
Page 52 of60
Annexure
Details of the bank limits rated by leRA (Rated on long term seale)
Page 53 of60
I eRA limited AIIA~fIiI ofMoltldyIInvllllttmI ~
Ref DRATfl013middot140middot3611
Date August 222013
MI Sanjay AggarwaJ VP - Accounts amp Taxation Orris Infrastructure Private Limited JmiddotIO5 DLF Phasemiddotll MG Road Gurgaonmiddot J22002 Haryana
Dear Sir
Re leRA ruting for Rs 2000 crote NCD Progrumme of Orris Infrastructure Private Umlted
This is with reference to your letter dated August 9 2013 for re-validating your rating for the Rs 200 erore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Boods programme ofyour company and last communicated to you vide QuI letter dated May 212013 stands The other terms and conditions for the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DlRAT12013middot 1410-362 dated May 2013 stands
With kind regards For lCRA Limited
(Senior Vice President)
T~middot + 91middot 124 bull ~ website VWW bulliCfSio fw + 91 124 -~ email info~middoticralndiagtcom
Page 54 of60
Ie R A Lim
Ref DfRAT2013-14O-364
Date October 03 2013
Mr Sanjay Aggarwal VP - Accounts amp Taxation Orris Infrastructure Private Limited J-105 DLF Phasemiddotmiddotll MG Road Gurgaon - 122002 Haryana
Dear Sir
Re ICRA rating for Rs 2000 crOTe NCD Programme of Orris Infrastructure Private Limited
This is with reference to your letter dated September 03 2013 for re-validating your rating for the Rs 200 crore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Bonds programrne of your company and last conununicated to you vide our letter dated August 22 2013 stands The other terrns and conditions fur the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DRATI2QI3middot 14()362 dated May WI3 stands
With kind regards For [eRA Limited
Vi (Senior Vice President)
Buildlng No 2 Iloot Tel + 81 124 - 4545300 websf1e WWWJCf8D
Tower A Cyber Oily Fax + 91 124 bull 4000424 ilImaH lnfoicralfldliLcof1
Phase II Gurgaonmiddot 1~
Regd Offictl noo iltailash Building i 1 Floor 26 KDtwoo Qandhi Marg New Delhi bull 110001
RATING RES EAR C H INfORMATION
Page 55 of60
ANNEXURE 5
CONSENT LETTER FROM DEBENTURE TRUSTEE
Ref No 1750 ITCL JUtmiddots I ru~1 Company Limilt~d
September 30 2013
Orris Infrastructure Private limited (Company) Jmiddot105 OLF PhaSe - 11 MG Road Gurgaon 122002
Kind Attention Mr Vljay Gupta Director
Sub listed Secured Redeemable Non Convertible Debentures (NCDs) aggregating to Rs 200 crs proposed to be issued by the Company on private placement basis
Dear Sirs
This is with reference to our discussion regarding appointment of ILampFS Trust Company limited (ITCL) as Debenture Trustee for the proposedlssue of listed Secured Redeemable NCDsof Rs 1 crore each aggregating to Rs 200 crs to ~ issued by the Company on private placement basis In this regard VIle do hereby give out consent to act as the Debenture Trustee subject to the Company agreeing to the following conditions
1 The Company agrees and undertakes to create the securities over such terms and conditions as detai~d in the signed Information Memorandum as submitted to us and execute the Debenture Trust Deed and other necessary security documents as required
2 The Company agrees amp undertakes to pay Debenture Trustees so long as they hold the office of the De~nture Trustee remuneration as stated in appointment letter dated July 30 2013 for the services as Debenture Trustee in addition to all legal travelling and other costS charges and expenses which the Debenture Trustee or their officers employees or agents rnayiocur in relation to execution of the Debenture Trust Deed and all other documents affecting the Security till the monies in respect of the Debentures have been fully paid-off and the requisite formalities for satisfaction of charge in aU respects have been complied with
3 The Company agrees ft undertakes to comply with the provisions of SEal (Debenture Trustees) Reguliltions 1993 SE61 (Issue and Listing of Debt Securitles) Regulations 2008 SEBICircutar No$EaIIlMOOfgtl1Sondl2oo911 105 dated 11052009 on Simplified Listing Agreement for Debt Securities read with the SEBl Circular No SEBIIIMDDOF-1 tBONDlClr-5120o9 dated the 16th November 2009 the Companies Act 19l)6 ilnd other applicable proviSions I circulars guidelines etc as applicable and amended from time to time and agrees to furnish to Trustees such information in terms of the same on regular basis
Sincerely For ILftFS Trust Company lilDi~d
lL__~~ ~ ~ ~~~ --- ~
Authorized Signatory
lUfFS Finru1 Centre PloINo C 22 G Block 5th Floor Bjr Kurio Complex Bandra (Eastl Mumbamiddotmiddot 40(K)SI INDIA
Bangalor( Office ILEtFSTru1 (ompally Ltdbull ALmiddotLalheef 151 Floor No 2Unioll Slreet Offlnanlry Raad Banglore 5hlX)OI INDIA
New Delhi Offire ILftFSTrusl (ompY tId Amiddot26a lsI Ploor Bhishm Pithamah Marg DefencfCoony New Delhi - 110024 INDIA
Kolkala Offilaquo ILftfSTrusl Company Ltd ILIIFS Constantia lnlflPor n Dr11 lIt Bramachari Street Kolkata bull 700017 INDIA
Page 56 of60
ANNEXURE 6
CONSENT LETTER FROM REGISTRAR AND TRANSFER AGENT i
Skyline Financial Serrr)ices Pvt Ltd SEBI REGISTERED CATEGORY1 REGk)IRARS ampSHARE TRANSfRAtgtENT D153A Ht Floor () nol Area Ph bullbullbullI New Dolhmiddot llO 020 1 9 middot1126812682 2S612~83 EmiddotmaI nOlltyhOaccrn tte-oSi$ wwwSiltyllnfHla_all1
August 29 2013
MrVlneel Kumar Gupta
Sr Manaler Secretarial
Orris InfraSlrucllJre Private Limited
Orris la M G Road
Gurgaoo - 1iG 002 (Hr)
Sub Consent to aet as Registrar to Issue and TfBllSfer Agent
DearSJr
Thls1s in reference 10 YOllr email datild AugJS1 29 2013 We hereby give our consent to act as 21
Registrar to IsSue and Transfer Agent for your propOSed issue of 1O - conveo1ibledebentures Of Rs
20000 Crore (jl1d our name IS Registrar to i$sueandShare Transfer agent may please be included in
Thanking you Y()ursfailhfufy
Vice- President
Page 57 0[60
--
-------
ANNEXURE 7
APPLICA TION FORM
ORRIS INFRASTRUCTURE PRIVATE LIMITED Registered Office RZ-D-5 Mahavir Enclave New Delhi 110045
Corporate Office 1-105 DLF Phase II Mehrauli Gurgaon Gurgaon -122002
Application No ___ Date
Dear Sirs
VWe have read and understood the terms and conditions of issue by Orris Infrastructure Private Limited of senior secured cumulative redeemable Non-Convertible Debentures of face value ~ 10000000 (Rupees One Crores only) having a coupon rate of 20 pa on a private placement basis on the face value aggregating to ~ 2000000000- (Rupees Two Hundred Crores only) (Debenture) contained in the Information Memorandum Disclosure Document dated __2013 VWe bind ourselves to the terms and conditions as contained in the Information Memorandum Disclosure Document and wish to apply for allotment of these Debentures The amount payable on application as shown below is remitted herewith On allotment please place myour name(s) on the Register of Debenture holder(s)
(Please read carefully the instructions on the next page before filling this form)
No of Debentures applied No in figures No in words for
Amount (~)
Detal s I 0 f payment ChequesDemand Date Drawn on Bank DraftlRTGS Details
Applicants Name amp Address in full (please use capital letters)
Pin Code Telephone I Fax Email
I Status Bankin~ Company ( ) Insurance Company ( ) Other ( ) (specify in case of others) Name of Authorized Signatory Designation Signatures Signatoty
Details of Bank Account Bank Name amp Branch Nature ofAccount Account No IFSCINEFT Code middot)---~1
-- --
Depository Details
I1We the undersigned want to hold the Debentures of the Company in the dematerialised fonn Details of myour Beneficiary Account are given below
Depository Participant Name - shy
DPID
Beneficiary Account Number shy
Name of the Applicant
() II We understand that in case of allotment of Debentures to my lour Beneficiary Account as mentioned above would be credited to the extent of Debentures allotted
Taxpayers PAN I GIR No IT CircleIW ardlDistrict ( ) Not Allotted
Tax Deduction Status () Fully ( ) Tax to be ()Yes ONo Exempt deducted at
Source
I1We hereby understand that the Company has not provided and will not provide any material or other infonnation regarding the Debentures except as included in the Infonnation Memorandum Disclosure Document
Signature of the Applicant _________________(Tear here)__________
ACKNOWLEDGEMENT SLIP
Application No Date -- shyReceived From
1shy----------------------~
By ChequelDemand DraftlRTGS No
drawn on towards application for ______ Debentures (Chequesl Demand Drafts are subject to realisation)
For Orris Infrastructure Pvt Ltd
For all further correspondence please contact INFRASTRUCTURE PRIVATE LIMITED Tel +91 124-4979200
Page 59 of60
10
INSTRUCTIONS
You must complete application in full in BLOCK LETTERS IN ENGLISH
2 Your Signatures should be made in English or in any of the Indian languages
3 Application forms duly completed in all respects together with high value Cheques Pay Order Demand Drafts must be lodged at the Orris Infrastructure Private Limited Corporate Office (as provided above)
4 Payments through RTGS shall be made as follows
Beneficiary Account name Orris Infrastructure Private Limited IFSC Code UTIB0000056 Bank Account No 056010200015303 Bank Axis Bank Ltd Branch Sec-14 Gurgaon
5 The Cheque(s)Demand Draft(s) of high value clearing zone should be drawn in favour of ORRIS INFRASTRUCTURE PVT LIMITED and crossed Ale payee only Cheque(s)Demand draft(s) may be drawn on any scheduled bank and payable at Delhi
6 Mr Vineet Gupta as authorised representative of the Company will issue the Acknowledgement Slip (appearing below the Application Form) as acknowledgement of receipt of applications No separate receipt will be issued
7 You should mention your Permanent Account Number or the GIR number allotted under Income- Tax Act 1961 and the Income-Tax CirclelWardlDistrict In case where neither the PAN nor GIR number has been allotted the fact of non-allotment should be mentioned in the application form in the space provided
8 The application would be accepted as per the terms of the issue outlined in the Information Memorandum Disclosure DOC~fii
r1- -~0 gt tl~~ ~gt
j )j~ (~~ ~O
~ shy
Page 60 of60
------ -
RTGS Real Time Gross Settlement an electronic funds transfer facility provided by RBI
Rupees or ~ The lawful currency of India SEBI Securities and Exchange Board of India constituted
under the Securities and Exchange Board of India Act 1992 (as amended from time to time)
Security Documents Mean and include (i) Debenture Trust Deed (ii) Deed of Hypothecation (iii) Personal Guarantees (iv) Escrow Agreement (v) Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property (vi) declaration cum
I undertaking from CDPL declaring the creation of
I mortgage by deposit of title deeds of the Commercial Property in terms of the memorandum of entry (vii) Deed of Pledge in respect of the entire issued and paid up share capital of CDPL (ix) Cheques and (x) such other document as may be required and agreed upon between the Parties and executed from time to time
Transaction Documents Means and includes the Security Documents and this Information Memorandumj Disclosure Document
WDM Wholesale debt market segment of the BSE We us our Unless the context otherwise requires the
Company its subsidiaries and joint ventures if any
DISCLAIMERS
ISSUERS DISCLAIMER This Information Memorandumj Disclosure Document is neither a prospectus nor a statement in lieu of a prospectus The issue of Debentures proposed to be listed on the BSE is being made strictly on a private placement basis This Information Memorandumj Disclosure Document is not intended to be circulated to more than 49 persons This Information MemorandumjDisclosure Document is only meant for the Eligible Investors Multiple copies hereof given to the same entity shall be deemed to be given to the same person and shall be treated as such It does not constitute and shall not be deemed to constitute an offer or an invitation to subscribe to the Debentures to the public in general This Information Memorandumj Disclosure Document should not be construed to be a prospectus or a statement in lieu of prospectus under the Act
This Information Memorandumj Disclosure Document have been prepared in conformity with the SEBI (Issue and Listing of Debt Securities) Regulations 2008 as amended from time to time Therefore as per the applicable provisions copy of this Information Memorandumj Disclosure Document has not been filed or submitted to the SEBI for its review ~ltll0~ approval il bullbull ~
L~-( 2 I u I
pa~~L~9 ~-
This Information Memorandum Disclosure Document has been prepared to provide general information about the Issuer to potential Investor(s) Eligible Investors to whom it is addressed and who are willing and eligible to subscribe to the Debentures strictly on a private placement basis This Information Memorandum Disclosure Document does not purport to contain all the information that any potential Investor may require
Neither this Information Memorandum Disclosure Document nor any other information supplied in connection with the Debentures is intended to provide the basis of any credit or other evaluation and any recipient of this Information Memorandum Disclosure Document should not consider such receipt a recommendation to purchase any Debentures Each Investor contemplating purchasing any Debentures should make its own independent investigation of the financial condition and affairs of the Issuer and its own appraisal of the creditworthiness of the Issuer Potential Investors should consult their own financial legal tax and other professional advisors as to the risks and investment considerations arising from an investment in the Debentures and should possess the appropriate resources to analyze such investment and the suitability of such investment to such Investors particular circumstances The Issuer confirms that as of the date hereof this Information Memorandum Disclosure Document (including the documents incorporated by reference herein if any) is accurate in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements herein in the light of the circumstances under which they are made not misleading No person has been authorized to give any information or to make any representation not contained or incorporated by reference in this Information Memorandum Disclosure Document or in any material made available by the Issuer to any potential Investor pursuant hereto and if given or made such information or representation must not be relied upon as having been authorized by the Issuer
This Information Memorandum Disclosure Document and the contents hereof are restricted for only the intended recipient(s) Eligible Investors who have been addressed directly and specifically through a communication by the Company and only such recipient(s) Eligible Investors isare eligible to apply for the Debentures All Investors are required to comply with the relevant regulations guidelines applicable to them for investing in this Issue The contents of this Information Memorandum Disclosure Document are intended to be used only by those Investors to whom it is distributed It is not intended for distribution to any other person and should not be reproduced by the recipient
No invitation is being made to any persons other than those to whom application forms along with this Information Memorandum Disclosure Document being issued have been sent by or on behalf of the~~Any application by a person to whom the Information Memorandu~t~llisc~~~re
-f -t-I (n r-shy
~)~~ ~60( J~
Document has not been sent by or on behalf of the Issuer shall be rejected without assigning any reason
The Issuer does not undertake to update the Information Memorandum Disclosure Document to reflect subsequent events after the date of the Information Memorandum Disclosure Document and thus it should not be relied upon with respect to such subsequent events without first confirming its accuracy with the Issuer
The distribution of this Information Memorandum Disclosure Document and the offering and sale of the Debentures may be restricted by law in certain jurisdictions Person(s) into whose possession this Information Memorandum Disclosure Document comes are required to inform themselves about and to observe any such restrictions This Information Memorandum Disclosure Document does not constitute nor may it be used for or in connection with an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation No action is being taken to permit an offering of the Debentures or the distribution of this Information Meinorandum Disclosure Document in any such jurisdiction
This Information Memorandum Disclosure Document is strictly for a private placement and is only an information brochure for private use by the Eligible Investors Nothing in this Information Memorandum Disclosure Document shall constitute andor deem to constitute an offer or an invitation to an offer to the Indian public or any section thereof to subscribe for or otherwise acquire the Debentures Further since the Issue is being made on a private placement basis the provisions of Section 60 of the Act shall not be applicable and accordingly a copy of this Information Memorandum Disclosure Document has not been flIed with ROC or SEB
RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulflI its obligations in respect of the Debentures issued under this Information Memorandum Disclosure Document All of these factors are contingencies which mayor may not occur and the Issuer is not in a position to express a view on the likelihood of any such contingency occurring
In addition certain factors which are material for the purpose of assessing the market risks associated with the Debentures issued under the Information Memorandum Disclosure Document are also described below
The Issuer believes that the factors described below represent the principal risks inherent in investing in Debentures issued under the Informa~ Memorandum Disclosure Document but the inability of the Issuer yenlaquo~tfie
(~( )I)pagel~~i~
case may be to pay interest principal or other amounts on or in connection with any Debentures may occur for other reasons and the Issuer does not represent that the statements below regarding the risks of holding any Debentures are exhaustive Prospective Investors should also read the detailed information set out elsewhere in this Information MemorandumDisclosure Document and reach their own views prior to making any investment decision
The following are the risks envisaged by the management and Investors should consider the following risk factors carefully for evaluating the Company and its business before making any investment decision If any one of the following stated risks actually occurs the Companys business financial conditions and results of operations could suffer and therefore the value of the Companys debt securities could decline
Note Unless specified or quantified in the relevant risk factors the Company is not in a position to quantify the financial or other implications of any risk mentioned hereinbelow
bull Legality of Purchase A prospective Investor of the Debentures will be responsible for the lawfulness of the acquisition of the Debentures whether under the laws of the jurisdiction of its incorporation or the jurisdiction in which it operates or for compliance by that prospective Investor with any law regulation or regulatory policy applicable to it
bull A Slowdown in Economic Growth in India could Cause the Companys Business to Suffer The Companys performance and the quality and growth of its assets are necessarily dependent on the health of the overall Indian economy A slowdown in the Indian economy could adversely affect its business
bull Terrorist Attacks Civil Unrest and other Acts of Violence or War involving India and other Countries could Adversely Affect the Financial Markets and the Companys Business Terrorist attacks and other acts of violence or war may negatively affect the Indian markets and may also adversely affect the worldwide financial markets These acts may also result in a loss of business confidence In addition adverse social economic and political events in India could have a negative impact on the Company Such incidents could also create a greater perception that investment in Indian companies involves a higher degree of risk and could have an adverse impact on the Companys business
bull Uncertain Trading Markets and Liquidity Risk The Company cannot assure holders of the Debentures that a trading market for their Debentures will ever develop or be
Debenture holders may not be able to sell such Debentures readily or at prices that will enable them to realize their anticipated yield
bull The Company is Subject to Volatility in Cash Flows The Companys receipts from its customers are linked to the progress of construction on its projects and the creditworthiness of its customers Any delay in the receipts from its customers could impact the cash flows of the Company
bull Credit Risk Prospective Investors should be aware that receipt of any interest payment and principal amount on the Debentures is subject to the credit risk of the Issuer In the event that bankruptcy proceedings or composition scheme of arrangement or similar proceedings to avert bankruptcy are instituted by or against the Issuer the payment of sums due on the Debentures may be substantially reduced or delayed
bull Licences The Companys business requires grantrenewalextension of various licences approvals permissions from appropriate authorities under the applicable laws Any delay in grantrenewalextension of or refusal of appropriate authorities to grantrenewextend such licences approvals permissions could have an adverse impact on the business of the Company
bull MOUs and Collaboration Agreements The Company enters into MOUs collaboration agreement or other agreements to acquire title or land development rights with respect to certain lands for which the Company makes partial payments to land owners and Companys failure to meet the conditions of the MOUs collaboration agreements may adversely affect its business financial condition and results of operation
J
GENERAL INFORMATION
L Name and address of the Registered Office of the Company
Orris Infrastructure Private Limited RZ-D-5 Mahavir Enclave New Delhi 110045 Phone +91 1244979200 Fax +91 (0)124235329192 Email infoorrisin
2 Compliance Officer The details of person appointed to act as Compliance Officer for the purpose of this Issue is set out below
Vineet Gupta J-105 DLF Phase II Gurgaon 122002 Phone +91 124-4979200 Fax +91 11 2353291 Email vineetorrisin
3 Auditors
PR Kumar amp Company C-24 Safdarjung Development Area Main Aurbindo Marg New Delhi 110016 Phone +91 11 47118888 Fax +91 11 47118855 Email prkum~prkumarcom
4 Debenture Trustee
IL amp FS Trust Company Limited ILampFS Financial Centre 3rd Floor Plot No C-22 G Block Bandra Kurla Complex Bandra - East Mumbai - 400051 Phone +91 2226593810 Fax +91 2226533297 Email asstvicepresidentilfsindiacom
5 Registrar and Transfer Agent to the Issue
Skyline Financial Services Private Limited D-153 A 1st Floor Okhla Industrial Area Phase -I New Delhi 110020 Phone +91 11 30857575 Fax +91 11 30857562 Email adminskylinertacom~-t------
Page 13 of60tv))
-----~
6 Credit Rating Agency
ICRA Limited 1105 Kailash Building 11th Floor 26 Kasturba Gandhi Marg New Delhi 110001 Phone +91 11 2335794050 Fax +91 11 23357014 Email infoltq)icraindiacom
7 Details of Board of Directors
The following table sets forth details regarding the Companys Board of Directors as on the date of this Information Memorandum Disclosure Document
3260 Janakpuri New Delhi Managing Director 110058
Amit Gupta Joint- Managing Director C-3260 Janakpuri New Delhi 110058
None of the above Directors appear in the RBI defaulter list
Profile of Directors
Mr Vijay Gupta - Chairman and Managing Director Mr Gupta aged 55 years commerce graduate from Delhi University is a real estate veteran He has over 22 years of experience in handling Sale Leasing and management of land office buildings shopping centers residential and income generating properties and is a well-known name among known and building developers in the Northern India Mr Gupta has acted as Land consolidator and sold big land holdings to Builders and developers like D LF Vatika Sun City and several others in NCR region Mr Gupta has great credibility in the market for timely payment transparency and fair transaction
Mr Gupta has pioneered in providing real estate solutions to new age corporate and the IT Industry He has intricate knowledge and clear vision of the real estate sector He has helped in creating landmark structures in reflecting new standard of excellence in the real estate industry
Mr Vijay Gupta has negotiated and guided the company to enter into a very prestigious collaboration deal with DLF - the leading number one brand in development of real estate in India to develop 49288 acres of commercial land in the NCR region The company will get a great mileage from this agreement as besides the developed area the property will be Co-Branded as DLF ORRIS DLF has agreed to co brand the development due to this location advantage and future Prospects olt0Jcfl~
q~dj
~~~e 14 of 60 -_
ImiddotJIiIMJff tlmiddotiAIIfiiJilIIfIii Mi rug ~IY_ ~icent
Mr Amit Gupta - Joint Managing Director Mr Amit Gupta son of Mr Vijay Gupta aged 32 years is young talented and has great business sense He has coordinated and developed several real estate projects in Gurgaon and adjoining areas Mr Amit Gupta has negotiated several land deals to the benefit of the company and is an expert in such deals
He is working out the details with architect to start the proposed housing project in the next couple of months He is in advance stage of negotiation for several other projects of the group
Mr Amit Gupta has a vision to make ORRIS a name to reckon with by providing real estate solutions to all and set bench mark constantly for itself and evolve a strategy of transparency and credibility
ISSUER PROFILE
1 Brief summary of Business Strength and Strategy Named after an extraordinary flower known for its fragrance Orris believes in leaving an everlasting fragrance in the minds of its customers stakeholders and society at large Orris is driven by passion and qUality At Orris we strive for perfection Our services range from real estate to energy from hospitality to education golf and much more Corporate social responsibility is embedded in our DNA Our journey is guided by a strong vision unshakable foundation and driven by quality and excellence service focused towards serving and offering our customers more than they expect Mr Vijay Gupta began his journey when he laid the foundation for Orris in 2008 His dream to usher India into a new era prompted him to found Orris From being a land consolidator and financier to starting his own real estate division he has come a long way scripting successes on his way Owing to his spectacular endeavors the company has been honored by the industry with the award prestigious Emerging Residential Infrastructure Company of Year 2010
Orris has had a great spell in the last three years Foundations for some of the ambitious projects were laid and a few have reached their finishing stage Apart from its foray into real estate Orris has made inroads into energy hospitality golf and education
At Orris we want to leave you with an everlasting experience Because you deserve the best Discover a fresh lease of quality life with Orris whether it is Real Estate Energy Hospitality Golf or Education We are passionate committed and driven
2 Main objects of the Company The main objects of the Company contained in its MOA are
bull To undertake and carry on the business of construction purchase sell and develop any type of property whether residential commercial industrial rural or urban whether belong to the company or any other person To develop erect and construct commercial properties buildings houses shopping centers and to carry out civil and construction work of every description and to improve repair renovate transfer charge assign let out hire sublet or sublease all type of lands plots buildings offices flats warehouses godown shops building banquet halls tenements and immovable properties whether freehold or lease hold of any nature and description
bull To carry on the business as owners builders developers promoters proprietors civil contractors of industrial commercial and residential properties colonies mills workshop buildings cinema houses and to deal in all kinds of immovable properties whether belonging to the company or not
bull To act as agent for purchasing selling and letting on hire land agricultural land and houses multi-stored commercial or residential building on commission basis To acquire land for the construction of multistoried buildings and to license the flats therein on suitable terms and conditions
bull To carry on the business of contractors dealers commission agents brokers consultants representatives and middlemen of properties To act as advisors andor consultants on all matters relating to the construction business town planning landscape architecture structural engineers and to prepare complete scheme drawings plans and estimates and to provide technical know-how in India or abroad
3 A brief history of the Company since inception
Incorporation details The Company was incorporated on July 26 2006 as a private limited company vide Certificate of Incorporation issued by Registrar of Companies of National Capital Territory of Delhi amp Haryana bearing Corporate Identity Number U70 109DL2006PTC 151295
Authorized 50000000 Equity shares of ~ 10- each 500000000shyIssued Subscribed amp Paid Up 29790000 Equity shares of ~ 10- each
flleT HMMUCiiWAJMWPiiliMNiI JI-
Date of Increase Incorporation
September 52007
December 1 2007
July 25 2012
Alteration The authorized share capital of the Company at the time of incorporation was ~ 500000- (Rupees five lakhs only) divided into 50000 (fifty thousand) equity shares of~ 10- (Rupees ten only) each
The authorized share capital of the Company was increased from ~ 500000 - (Rupees five lakhs only) to ~ 10000000- (Rupees one crore only) divided into 1000000 (Ten Lakh) equity shares of ~ 10- (Rupees ten only) each
The authorized share capital of the Company was increased from ~ 10000000- (Rupees one Crores only) to ~ 100000000 - (Rupees ten crore only) divided into 10000000 (one crore) equity shares of ~ 10- (Rupees ten only) each
The authorized share capital of the Company was increased from ~ 100000000- (Rupees Ten Crores Only) divided into 10000000 equity shares of ~ 10- (Rupees Ten Only) each to ~ 500000000shy(Rupees Fifty Crores Only) divided into 50000000 equity shares of~ 10- (Rupees Ten Only)
Date of Allotment
July 26 2006
October 222007
January 9 2008
March 21 2009
June 26 2012
August 82012
March 16 2013
No of Shares and Face Value
10000 Shares of ~ 10 each
500000 Shares of ~ 10 each
800000 Shares of ~ 10 each
2000000 Shares of~ 10 each
1655000 Shares of~ 10 each
19860000 Shares of ~ 10 each
4965000 Shares of~ 10 each
Amount per
share 10
10
10
10
10
10
10
Capital (~)
100000shy
5000000shy
8000000shy
20000000shy
16550000shy
198600000shy
ubullbull _bullbullbull ~-~_______~__________________
Sr Name of No the
Shareholder
Vijay Gupta1
Amit Gupta2
Sumit 3 Gupta
Kusum 4 Gupta
Mamta 5 Gupta
Pooja Gupta6
Ms Vijay 7 Gupta (HUF)
Ms Amit 8 Gupta (HUF)
Ms Sumit 9 Gupta (HUF)
Address
C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058
C-3260 Janakpuri New Delhi 110058
C-3260JanakpuriNew Delhi 110058
C-3260 Janakpuri New Delhi 110058
2681100
2681100
2085300
2383200
2383200
2383200
5064300
5064300
5064300 10
No of Amount Type shares per of
Share Shares
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
Equity
4 Debt-equity ratio prior to and after issue of Debentures
(Amounts in~)
Debt 2652702404 4652702404 Equity 368205693 368205693 Debt-Equity Ratio 720 1264
1 The figures are as per provisional accounts for the [mancial period ending September 272013 The figures are as per provisional accounts for the financial period ending 27th September 2013 3114--bull
includes debenture issued 200 secured redeemable Non-Convertible Debenture of 2000000qQ9t~~(9~
(Rupees Two Hundred Crores only) to be raised through present Issue of Debentures f - ~ ~_ (5 ~I
Page 1~ ~~~~j ~~~-j5-~
2
FINANCIAL HIGHLIGHTS OF THE COMPANY 3
Provided below are highlights from March 31 2013 and March 312012
-
PARTICULARS
Shareholders Funds Share Capital Reserves and Surplus Non-Current Liabilities Long-Term Borrowings Other Long Term Liabilities Long Term Provisions Current Liabilities Short-Term Borrowings Trade Payables Other Current Liabilities Short-Term Provisions TOTAL Non-Current Assets Fixed assets (i) Tangible assets (ii) Intangible assets (iii) Capital work-in-progress
Non-current investments Deferred Tax Assets (Net) Long term loans and advances Current assets Inventories Trade Receivables Cash and Cash Equivalents Short-Term Loans and Advances TOTAL
Profit amp Loss Statement Income From Operations Expenditure Profit Before Tax Provision For Tax NET PROFIT
the Companys balance sheet as on
AS AT AS AT
31032013 31032012 -
(In t) (In t)
297900000 33100000 213213781 387605693
833881405 1163249172 113701597 104516080
3716055 2624152
1043912351 511881321 318959605 500619871
7230525889 6415810732 2987458 middot12901961
10058798141 9132308982
41142649 84146355 1804455 1364419
10535400 shy8181894 8298894 5484172 6174926
211337362 637591171
3033819766 2432400222 - 14337455
325475165 554273019 6421017278 5393722521
10058798141 9132308982
FY 2013 FY 2012 3813273647 2063682309
3670103696 1960640137 143169951 103042172 51380355 54143420
90408088 54024176
3 The above given figures are duly audited by auditors of the company
OFFER DETAILS
1 Details of debt securities issued and sought to be listed The securities proposed to be issued pursuant to this Information Memorandum Disclosure Document will be listed on WDM of the BSE
2 Nature of Instrument Senior Secured Cumulative Redeemable Non-Convertible Debentures issued on a private placement basis
3 The Issue size The Company proposes to issue 200 Secured Cumulative Redeemable Non-Convertible Debentures having Face Value of ~ 10000000shy(Rupees One Crores only) each having aggregate face value of ~ 2000000000- (Rupees Two Hundred Crores only)
4 Face Value Each Debenture has a face value of ~ 10000000- (Rupees One Crores only) per Debenture
5 Redemption The outstanding amount of the Debentures shall be repaid in monthly installments payable as per the Payment Schedule
Unless redeemed earlier m accordance with this Information Memorandum Disclosure Document and the terms of the Security Documents the Debentures shall stand redeemed on payment of the final installment as per the Payment Schedule The redemption shall apply to each Debenture uniformly Any redemption of Debentures by the Company shall be proportionate redemption of all the Debentures collectively through reduction in face value of each Debenture
In the event of a default as defined in the Debenture Trust Deed the Debenture Trustee (on instructions from the Debenture holders) can exercise a put option on the Promoters to buy back the entire outstanding Debentures
6 Tenor Forty Eight (48) months from the Deemed Date of Allotment ending on the last Due Date unless redeemed earlier in accordance with the terms of the Debenture Trust Deed
7 Interest Rate The Debentures will carry an interest at the rate of 20 (Twenty percent) per annum payable monthly (subject to deduction of tax at source if applicable at the rate prevailing from time to time under the provisions of the Income Tax Act 1961 or any other statutory modifications or reshyenactment thereof for which a certificate will be issued by the Company-_ on the outstanding principal amount of Debentures and(other-~~
i ( y page~f )~
- -
-
Outstanding Amounts throughout the tenure of the Debentures till final redemption as per Payment Schedule
Interest payable on the Debentures shall accrue on a day to day basis and shall be computed on the basis of 365 (Three Hundred Sixty Five) days divided equally for each of the twelve calendar months
8 Payment Mechanism Payments towards interest and towards repayment of the outstanding amount of Debentures shall be made by way of drafts cheques credit through RTGS mechanism on the Due Dates to those Debenture holder(s) whose names appear on the list of beneficiaries provided by the Depositories to the Issuer Such payments shall be made from the Escrow Account in the manner specified in the Debenture Trust Deed The names would be as per the Depositories records on the relevant Record Date fixed for the purpose of such payments as provided in this
Information Memorandum Disclosure Document In case of those Debentures for which the beneficial owner is not identified by the Depository as on the Record Date the Issuer would keep in abeyance the payments till such time that the beneficial owner is identified by the Depository and conveyed to the Issuer whereupon the payments will be paid to the beneficiaries as identified
In case the Due Date falls on a day which is not a Business Day then the payment due shall be made on the succeeding Business Day
9 Security The principal amount of the Debentures together with any interest accrued thereon and other Outstanding Amounts Debenture Trustees remuneration and all costs charges expenses and all other monies due in respect of the Debentures and or under the Transaction Documents shall be secured by the Obligors by
a First and exclusive charge on all receivables from the Project through the Deed of Hypothecation together with the Escrow Agreement and such charge will be superior to any other claims on the Project receivables
b First and exclusive charge on all amounts lying to the credit of the Escrow Account under the Deed of Hypothecation
c First and exclusive charge by way of equitable mortgage on the Commercial Property (Mortgaged Property) through execution of a registered Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property in favour of the Debenture Trustee together with a declaration cum undertaking from CDPL declaring the creation of mortgage by deposit of title deeds of the Commercial Property in terms of the memorandum of entry
d Equitable mortgage and exclusive charge over FSI equivalent to 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of the Commercial Project together with all the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
e Exclusive charge over all the rights title interest benefits claims demands of any nature whatsoever of the Company under andor in respect of the CDPL Collaboration Agreements for development and construction of the Commercial Colony and the entire FSI in the Project along with proportionate undivided interest in the underlying land and without limitation the following
(i) the right to compel performance thereunder and to substitute or be substituted for the Company thereunder and to substitute and be substituted thereunder for the Company thereunder and
(ii) to commence and conduct either in the name of the Company or in its own name or otherwise any proceedings against any person in respect of any breach of the CDPL Collaboration Agreements and
(iii) all claims of the Company including in any proceedings against all or any such persons to any amounts owing to or received by the Company thereunder and
(iv) the rights and benefits of all Approvals to the extent capable of assignment together with the right to further assign any of the CDPL Collaboration Agreements and such Approvals to any Person
(v) Pledge of shares representing the entire issued and paid up share capital of CDPL under the Deed of Pledge
(vi) Personal Guarantee of Sh Vijay Gupta Sh Amit Gupta and Smt Kusum Gupta and
(vii) Cheques
CDPL has consented to creation of charge over the entire FSI to the extent of 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of t
The said security shall be created in favor of the Debenture Trustee on or by the Deemed Date of Allotment
Obligors will ensure that market value of the above mentioned security will be at all times equal to the face value of the outstand~icitZt~ Debentures tp ---YZoltgtl
lSI r~
i~ ~r)Page 22 oK~-_
~~-___i
10 Board Authority The private placement of Debentures under this Information Memorandum Disclosure Document is being made pursuant to the resolution of the Board of Directors of the Company at its meeting held on June 24 2013
11 Rating and rating rationale ICRA has assigned a ICRA B+ (pronounced as ICRA B plus) rating to debentures programme of the Company to the extent of ~
2000000000- (Rupees Two Hundred Crores only) vide letter ref no DRAT2013-140-362 on May 212013 and revalidated vide letter ref no DRAT2013-140-363 on August 222013 The long-term rating carries a stable outlook A copy of the rating letter and its rationale from ICRA is enclosed as Annexure 4_ to this Information Memorandum Disclosure Document
12 Details of utilisation of the Issue Proceeds Our Board of Directors certifies that the proceeds of the Issue of Debentures shall be utilized for the general corporate purposes of the Company
13 Minimum Number of Debentures for Subscription The application must be made for a minimum of one (1) Debenture and in multiple of one (1) Debenture thereafter There is no maximum limit on the application
14 Listing The Debentures are proposed to be listed on the WDM segment of the BSE the details of which are provided below
The Bombay Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400001 Phone 91 22 227212334 Fax 91 22 22721919
The COJpany shall make an application to the BSE to list the Debentures to be issued and allotted pursuant to this Information Memorandum Disclosure Document and shall take all necessary steps to complete all the formalities relating to listing of the Debentures within 15 (fifteen) days from the date of closure of the Issue Date If such permission is not granted by the BSE within 15 (fifteen) days from the date of closure of the Issue or where such permission is refused by the BSE before the expiry of the 15 (fifteen) days from the closure of the Issue the Company shall at the option of the Debenture holders repay with interest (at the applicable Interest Rate) all monies received by it If the Company fails to repay such monies within 5 (five) days after the Company becomes liable to repay it then the default interest (at the applicable Default Interest Rate) shall also apply to the amount payable
by the Company over and above the applicable interest iP~d (OS4( i~
Page 23~~ ~Sl-C ~-_-)to ~--i-~-~
In connection with listing of Debentures with BSE the Company hereby undertakes to comply with all requirements of the Act applicable SEBI rules and regulations including Securities and Exchange Board of India (Issue and listing of Debt Securities) Regulation 2008 and the listing agreement with BSE
15 Market Lot The minimum lot size for trading of the Debentures on the Stock Exchange is proposed to be one (1) Debenture
16 Underwriting of the Issue The present Issue of Debentures has not been underwritten
17 Tax Benefits The Debenture holder(s) are advised to consider in their own case the tax implications in respect of subscription to the Debentures after consulting their respective tax advisor
18 Governing Law The Debentures shall be construed to be governed in accordance with the laws of India Any dispute arising thereof will be subject to exclusive jurisdiction of the courts in Delhi Over and above the aforesaid terms and conditions the said Debentures shall be subject to the terms and conditions of the Security Documents
19 Debenture Redemption Reserve The Company hereby agrees and undertakes to create a debenture redemption reserve as per the provisions of the Security Documents the Act and the rules regulations notifications and circulars issued by the Ministry of Corporate Affairs and if during the currency of these presents any guidelines are formulated (or modified or revised) by the Central Government or any government agency or corporation having authority under Law in respect of creation of debenture redemption reserve applicable to the Debentures the Company shall duly abide by such guidelines and execute all such applicable supplemental letters agreements and deeds of modifications as may be statutorily required by the Debenture holders or the Debenture Trustee
20 Undertaking to use a Common Form of Transfer The issue of Debentures shall be made in dematerialized form only and no Debentures will be issued in physical form However the Company will use a common transfer form for physical holdings if at a later stage there is any holding in physical form due to the depository giving any Debenture holder the option to rematerialize the Debentures
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
The following contracts documents not being contracts entered into in the ordinary course of business carried on by the Company or entered into more than two years before the date of this Information Memorandum Disclosure Document which are or may be deemed material have been entered into by the Company These material contracts or documents may be inspected at the Registered Office of the Issuer from 1000 am to 100 pm on all working days from the date of this Information Memorandum Disclosure Document until the date of closure of this Issue
Material Contracts 1 Copy of the letter from Skyline Financial Services Private Limited to the
Company giving their consent to act as the Registrar and Transfer Agent to the Issue
2 Copy of letter from ILampFS Trust Company Limited to the Company giving their consent to act as the Debenture Trustee to the Issue
Material Documents L Memorandum and Articles of Association of the Company as amended
from time to time
2 Credit rating letter from ICRA Limited
3 Copy of Certificate oflncorporation of the Company dated July 262006
4 Certified true copy of the resolution dated June 24 2013 approving the issue of Debentures and creation of securities on the term and conditions stated in this Information Memorandum Disclosure Document
5 Copy of Tripartite Agreement dated 17-02-2011 between the Company the Registrar and Transfer Agent and the CDSL (Depository)and Copy of Tripartite Agreement dated 03-03-2011 between the Company the Registrar and Transfer Agent and the NSDL (Depository)
6 Copies of Audited Financials of the Company for the last three financial years
DISCLOSURE ON EXISTING FINANCIAL INDEBTNESS
1 Details of Secured Borrowings4
Ao The secured loans of the Company outstanding as on March 312013 is as follows
(Amount in f)
Details of Vehicle Loans Axis Bank October 27 1390055 EMI Start date- Hypothecated to Limited 2010 December 10 2010 Axis Bank (BMW) Closure date- Limited
November 10 2013 HDFC March 09 2472342 EMI Start Date Hypothecated to Bank 2012 April 052015 HDFC Bank Limited Closure Date - April Limited (BMW) 052015
None of the above loans is secured against any of the security (as detailed in Offer Details section above)
B The Secured Debentures of the Company outstanding as on March 312013 are as under
ILampFS Secured 17 Monthly 1 14th part of the first floor Trust Redeemable installment (without Roof Right) being 45 Company Non- pa s Start sq yards out of 180 sq yards of Limited Convertible date- the first floor constructed on
Debentures 2205201 free-hold land bearing plot No Series shy I of 1 RZ-D-5 First Floor Mahavir aggregate Closure Enclave New Delhi -110045 face value of dateshy admeasuring 180 sq yards out 2202201 ofkhasra number 8314 35000000 4 situated in the area of village 0- (Rupees Palam now known as Mahavir Thirty Five Enclave Block -D New Delhi-Crores) 110045 issued at a discount of 2 Mortgage assignment of all the 17513shy rights title and interest
4 The figures are as per the audited balance Sheet for the financial year ending March 31 2013
----- shy
(Rupees whatsoever of the Company in Seventeen to under andor in respect of Thousand the collaboration agreements Five dated 27102007 and Hundred 01072010 executed with CDPL and Thirteen for development and only) on the construction of the Commercial face value Complex and sale of FSI to the (being ~ extent of 625000 Sq Ft along 10000001- with proportionate interest in (Rupees Ten the underlying land inl of the Lakhs only)) Commercial Complex of each debenture 3 Out of the total sanctioned FSI
of 702871 Sq Ft of Commercial Complex mortgage and charge over FSI equivalent to 625000 Sq Ft including prorata share over all that piece and parcel of free hold land admeasuring 95 acres (approx located at Sector 82A Gurgaon Haryana India over which the Commercial Complex is proposed to constructedI developed together with proportionate buildings and structures thereon AND the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
4 Pledge of entire issued equity share capital of CDPL
5 Post-dated cheques
6 Personal Guarantee of the Promoter viz Mr Vijay Gupta
ILampFS Secured 17 Monthly 1 114th part of the first floor Trust Redeemable installment (without Roof Right) being 45 Company Non- pa s Start sq yards out of 180 sq yards 0 f Ltd Convertible date- the first floor constructed on
Debentures 1506201 free-hold land bearing plot No Series - II of 1 RZ-D-5 First Floo~ M~ct[~ aggregate Closure Enclave New DelhI -11
-_ ()-4~-----
ltshy -
---- ----- ---------------shyface value of date- admeasuring 180 sq yards out ~ 1505201 of khasra number 83 14 42500000 4 situated in the area of village 0- (Rupees Palam now known as Mahavir Forty Two Enclave Block -D New Delhi-Crares) Fifty 110045 Lakhs
2 Mortgage assignment of all theissued at a rights title and interestdiscount of ~ whatsoever of the Company in58065shyto under andor in respect of(Rupees Fifty the collaboration agreementsEight dated 27102007 andThousand 01072010 executed with CDPLSixty Five for development andOnly) on the construction of the Commercialface value Complex and sale of FSI to the(being ~ extent of 625000 Sq Ft along1000000 shywith proportionate interest in(Rupees Ten the underlying land in of theLakhs only)) Commercial Complexof each
debenture 3 Out of the total sanctioned FSI of702871 Sq Ft of Commercial Complex mortgage and charge over FSI equivalent to 625000 Sq Ft including prorata share over all that piece and parcel of free hold land admeasuring 95 acres (approx) located at Sector 82A Gurgaon Haryana India over which the Commercial Complex is proposed to constructed developed together with proportionate buildings and structures thereon AND the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
4 Pledge of entire issued equity share capital of CDPL
5 Post-dated cheques
---6 Personal Guarantee of the Promoter viz Mr Vijay(qtipta
1
IDEI Trusteeshi p services Limited
Secured Redeemable Optional Convertible Debentures of aggregate face value of
80000000 0- (Rupees Eighty Crore Only) on the face value (being 5000000shy(Rupees Fifty Lakhs only)) of each debenture
Qu art erly Co u po n Rat e of 55
The company shall be obliged to redeem the OCDs in four equal installment s starting from march 31 2014 over a period of 6 (six) financial quarters (the first such financial quarter ending on March 31 2014) such that the OCDs are completely redeemed on June 302015
(i) First sole amp exclusive charge by way of(a) equitable mortgage on the Mortgaged Security Property I and (b) equitable mortgage on the Mortgaged Security Property II
Mortgaged Security Property-I shall mean 23268 acres out of the larger property being the aggregate of 19218 acres (forming part of 25018 acres of land for which License is in place) and the 405 acres for which letter of intent is in place along with the proportionate floor space index and all present and future buildings and structures constructed thereon and all the rights title and interest of the Company and the concerned group housing project landowners over such property excluding 404 (four hundred and four) number of units constructedto be constructed over the aforesaid 19218 acres as more particularly detailed III the transaction documents
Mortgaged Security Property-II shall mean 696 acres out of the security property-II 1004 acres of acquired land in Sector 85 Gurgaon Haryana along with the proportionate floor space index and all present and future buildings and structures constructed thereon and all the rights title and interest of the Company and the concerned group housing project landowners over such property
(ii) first sole and exclusive charge on present and future basis by way of hypothecation on the relevant group housing _poject
-------------------------~----------~-----------------------------receivables from time to time and monies lying and credited into the escrow accounts at any point in time including any fIxed deposits created in accordance with the escrow account agreement out of such monies from time to time together with all and any interest accruing in respect thereof and
(iii) The issuance of personal guarantees by the Promoters in favour of IDBI guaranteeing the fulfIllment of the secured obligations
The NCD Series - I were fully redeemed on July 272013
2 Details of Unsecured Borrowings5
The unsecured loans of the Company outstanding as on March 31 2013 follows
(in ~)
Loan from Body Corporate Flair Exports Pvt Ltd Seh Realtors Pvt Ltd Citland Commercial and Credits Ltd Delhi Brass and Metal Works Pvt Ltd Span India Pvt Ltd Loan Directors Shareholders and their Relatives Amit Gupta-Loan Taken Vijay Gupta (Loan Taken) Amit Gupta (HUF) Green Bay Infrastructure Pvt Ltd Kusum Gupta Mamta Gupta Pooja Gupta Vijay Gupta(HUF)
5000000000 10000000000 16670000000 6670000000
11670000000
2850848000 7929999985
20000000 32146887100
2466000000 5625400000 3250000000
92100000
5 The figures are as per audited financial for the financial year ending March 31 2013
Page 300[60
3 Details of Bank Guarantee6
Bank Guarantee by the Company in respect of Orris Business Square - 95 Acres
ICICI Bank 1 Limited June 182010
Issued by ICICI Bank June 182010 and Valid till October 28 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 2 Bank Ltd Jan 03 2013
ICICI Bank 3 Limited February 232011
Director Town and Country Planning Chandigarh
Director Town and Country Planning Chandigarh Haryana State Pollution Control Board
62946450 October 282012
5938000 October 272014
3750000 February 222016
Bank Guarantee by the Company in respect of Carnation Residency Aster Court Aster Court premier amp Villas 33 -25018 Acres
Issued by ICICI Bank on September 232008 amendment dated September 102010 and valid till September 22 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 4 Bank Ltd September 222012
Issued by ICICI Bank on September 23 2008 amendment dated September 102010 and valid till September 22 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 5 Bank Ltd September 222012
Director Town and Country Planing Chandigarh 111524000
September 222014
Director Town and Country Planing Chandigarh
6 The figures are as per audited accounts for the financial year ending March 31 2013
Page 31 0[60
--
----- --- - shyIssued by ICICI Bank on December 16 2010 and expiry date is Dec 15 2015 but we close it Haryana with ICICI Bank and a State fresh guarantee was Pollution
ING Vysya issued by ING Vysya Control January 6 Bank Ltd bank on 23012013 Board 5000000 142016 Bank Guarantee by the Company in respect of Spring Homes middot10043 Acres
Director Town and Country
ING Vysya Planing September 7 Bank Ltd September 32012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 8 Bank Ltd September 3 2012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 9 Bank Ltd September 32012 Chandigarh 13112500 22016
Director Town and Country
ING Vysya Planing September 10 Bank Ltd September 32012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 11 Bank Ltd September 3 2012 Chandigarh 14752500 22016 Bank Guarantee by the Company in respect of Carnation Residency Aster Court Aster Court premier amp Villas 33 -405 Acres
Director Town and Country
ICICI Bank Planing August 71 12 Limited August 8 2011 Chandigarh 21632230 2015
Director Town and Country
ICICI Bank Planing August 7 13 Limited August 8 2011 Chandigarh
---shy5062~~t ~~015
6ltC [-I_i ~~-
I cel i Ieshy -
Note ~
10 Bank Guarantee of 35 Crore is issued by ING Vysya Bank 2 ING Vysya Bank has given counter guarantee against BG of 21632230
amp 5062500 issued for Aster Court Carnation Residency Aster Court Premier amp Villas 33 ING has given counter guarantee for 62946450 amp 3750000 issued for OB8
3 In OB8 all payment of EDC has been made so BG of 62946450 will be released which is already expired
4 Bank guarantee issued by ING Vysya bank is on 10 cash margin on fIxed deposit
5 Security offered against 35 Cr Bank guarantees issued by ING Vysya Bank is following
Orris HQ(J-I0S DLF Phase-II(Gurgaon)-Given as collateral security Janakpuri (C-3260 New Delhi)-Given as collateral security
4 Particulars of debt securities issued (i) for consideration other than cash whether in whole or in part (ii) at premium or discount or (iii) in pursuance of an option
The Company confIrms that save and except the following given below company has not issued any debt securities (i) for consideration other than cash whether in whole or in part (ii) at premium or discount or (iii) in pursuance of an option
bull NCD-I at discount
bull NCD-II at discount bull OCD in pursuance of an option
5 Servicing behavior on existing debt securities payment of due interest on due dates on term loans and debt securities
The Company hereby confIrms that
1 it has been servicing all its principal and interest on time and there has been no subsisting delay or default since its incorporation
Ii there is no subsisting default in repayment redemption of any of its borrowings nor has the Company affected any kind of roll over against any of its borrowings in the past
6 That the permissionconsent from the prior creditor for a second or pari passu charge being created in favor of the trustee to the proposed issue has been obtained
The existing mortgage over the Co~mercial Property s~all be ~leared~tT~l the Company and a no dues certifIcate shall be obtamed pnor ~~tMe -~0--o Deemed Date of Allotment Accordingly the Company hereby cott(rms 1
If) J -~ ~ 1( D gt~
Page 33 6 ~
that it does not require any consent permission to create security in relation to the Debentures as stipulated in this Information Memorandum Disclosure Document and the Security Documents
7 Any material eventdevelopment or change at time of issue or subsequent to the issue which may affect the issue or the Investors decision to invest continue to invest in the debt securities
Directors of the Company represent that there have been no material developments at the time of issue or subsequent to the issue which would materially and adversely affect or are likely to affect the business of the Company or the value of its assets or its ability to pay its liabilities
OTHER INFORMATION AND ISSUE PROCEDURE
The Debentures being offered as part of the Issue are subject to the provisions of the Act the Memorandum and Articles of Association of the Issuer the terms of this Information Memorandum Disclosure Document Application Form and other terms and conditions as may be incorporated in the Debenture Trust Deed and other Security Documents
Issue of Debentures in Dematerialised Form The Debentures will be issued in dematerialized form The necessary arrangements are being made with the Depositories for the issue of the Debentures in dematerialised form Investors will have to hold the Debentures in dematerialised form as per the provisions of Depositories Act 1996 The Company shall take necessary steps to credit the Debentures allotted to the depository account of the Investor
Trustee for the Debenture holder(s) The Issuer has appointed ILampFS Trust Company Limited to act as trustee for the Debenture holder(s) The Issuer and the Debenture Trustee intend to enter into the Debenture Trust Deed inter alia specifying the powers authorities and obligations of the Debenture Trustee and the Issuer The Debenture Trustee shall act based on the provisions of the Debenture Trust Deed The Debenture Trustee will at all times protect the interest of the Debenture holder(s) in accordance with the Debenture Trust Deed
Resignation and Removal of Debenture Trustee The Debenture Trustee and the Company declares that they shall not revoke the Trust hereby declared till the Debentures are redeemed in full The Debenture Trustee may at any time without assigning any reason and without being responsible for any loss or costs occasioned thereby resign as the Debenture Trustee provided that they shall continue to act as Debenture Trustee until a successor trustee is appointed by the Company The Debenture Trustee may also be removed by majority Debenture holders without assigning any reason as per Debenture Trust Deed
Sharing of Information The Issuer may with the written consent of the Debenture holder(s) exchange share or part with any financial or other information about the Debenture holder(s) available with the Issuer with its subsidiaries and affiliates and other banks financial institutions credit bureaus agencies statutory bodies as may be required
Debenture holder not a Shareholder Subject to the Debenture Trust Deed the Debenture holder(s) shall not be entitled to any right and privileges of shareholders other than those available
to them under the Act The Debentures shall not confer upon the Debentt5~r)(~IifI~
holders the right to receive notice(s) or to attend and to vote at any ge111- ~~ meeting(s) of the shareholders of the Issuer (5[ )~
r-)e i3 gt ~
Page 35 of 60--gt
Modification of Debentures or Information Memorandum Disclosure Document The Issuer may make modifications in the Information Memorandum Disclosure Document only upon receiving consent from the Debenture Trustee who in turn shall seek approval from majority Debenture holder(s)
Notices Any notice may be served by the Issuer upon the Debenture holders through post email fax or personal delivery addressed to such Debenture holder at his her registered address and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof All notice(s) to be given by the Debenture holder(s) shall be sent by post or email or fax or by hand delivery to the Issuer or to such persons at such address as may be notified by the Issuer from time to time through suitable communication and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof or at the expiry of the 3 rd day from the date such notice is dispatched whichever is earlier All correspondence regarding the Debentures should be marked Private Placement of Debentures
All notices from the Issuer shall be sent to the Debenture Trustee with copies to the Debenture Holders All notices to be sent by the Debenture Trustee to the Issuer andor the Promoters shall first be sent to the Debenture Holders for Debenture Holder Approval in terms of the Debenture Trust Deed The Debenture Trustee shall ensure and procure that any notice received by the Debenture Trustee from the Issuer andor the Promoters is shared by the Debenture Trustee with all the Debenture Holders of the Issuer within a period of 2 (two) Business Days from the date of receipt of such notice and in every event before the Debenture Trustee responds to such notice
Issue Procedure Only Eligible Investors as given hereunder may apply for the Debentures by completing the application form in the prescribed format as attached in Annexure 7 (Application Form) in BLOCK LETTERS in English as per the instructions contained therein The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the Application Form No application can be made for a fraction of a Debenture Application Forms should be duly completed in all respects and applications not completed in the said manner are liable to be rejected
The name of the applicants bank type of account and account number must be duly completed by the applicant This is required for the applicants own safety and these details will be printed on the refund orders and interest redemption payments c~~ F~~~gt
~ll ~~
~( ~ )~~Jy 11 ~
~ ~
Page 36 of60-~-~ ~
The Application Form must be accompanied by either demand draft(s) or cheque(s) drawn or made payable in favour of the Issuer or otherwise as may be set out in the Application Form and crossed Account Payee Only Cheque(s) or demand draft(s) may be drawn on any bank including a coshyoperative bank which is a member or a sub-member of the New Delhi Bankers Clearing House located If permitted the applicant may transfer payments required to be made in relation to any by electronic transfer of fundsRTGS to the bank account of the Issuer as per details mentioned in the Application Form
Application Procedure Eligible Investors will be invited to subscribe by way of the Application Form prescribed in the Information Memorandum Disclosure Document during the period between the Issue opening date and the Issue closing date (both dates inclusive)
Fictitious Application As a matter of abundant caution and although not applicable in the case of debentures attention of applicants is specially drawn to the provisions of sub-section (I) of Section 68A of the Act
Any person who (a) makes ina fictitious name an application to a company for acquiring or subscribing for any shares therein or (b) otherwise induces a company to allot or register any transfer of shares therein to him or any other person in a fictitious name shall be punishable with imprisonment for a term which may extend to five years
Basis ofAllotment The Investors will be required to remit the funds as well as submit the duly completed Application Form along with other necessary documents to Issuer by the Deemed Date of Allotment Deemed Date of Allotment for the Issue is 23-10-2013 by which date Investors would be intimated of allotment
Record Date The date falling seven days prior to the Due Date or if it happens to be a holiday then the immediately succeeding Business Day shall be the Record Date
Eligible Investors Only those Investors who have been addressed through a communication directly are eligible to apply No other Investor can apply All Investors are required to comply with the relevant regulationsguidelines applicable to them for investing in this issue of Debentures
Note Participation by potential Investors in the issue may be subject to statutory andor 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 ~egulatory requirements applicable t them inclu~i~~lctUi~ exchange controls and other requIrements Applicants ought to seek Independent l~~ -~lti and regulatory advice in relation to the laws applicable to them rtf ~t
Page 37 o~-) ~~
Application under Power of Attorney Original power of attorney or the relevant authority together with its certified true copy as the case may be along with the names and specimen signatures of all the authorized signatories and the tax exemption certificate document if any must be lodged at time of submission of the completed Application Form Further modifications additions in the power of attorney or authority should be notified to the Company at its registered office
Procedure for applying for Dematerialised Facility
I The applicant must have at least one beneficiary account with any of the Depository Participants of NSDLCDSL prior to making the application
2 The applicant must necessarily fill in the details (including the beneficiary account number and Depository Participants ID) appearing in the Application Form under the heading Details for Issue of Debentures in ElectronicDematerialised Form
3 Debentures allotted to an applicant will be credited directly to the applicants respective beneficiary account(s) with the Depository Participants
4 For subscribing to the Debentures names in the Application Form should be identical to those appearing in the account 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 in the Depository
5 Non-transferable allotment advicerefund orders will be directly sent to the applicant by the Registrar and Transfer Agent to the Issue
6 If incompleteincorrect details are given under the heading Details for Issue of Debentures in ElectronicDematerialised 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
7 For allotment of Debentures the address nomination details and other details of the applicant as registered with hisher DP shall be used for all correspondence with the applicant The applicant is therefore responsible for the correctness of hisher demographic details given in the Application Form vis-a-vis those with hisher Depository Participant In case the information is incorrect or insufficient the Issuer would not be liable for the losses if any
8 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 t- ~gti)L~-~(i ~page380~ ~
~nmiddotmiddotmiddotmiddot-middotmiddotmiddotmiddot ~lt---plusmn
Documents to be provided by Eligible Investors
Investors need to submit the following documentation as applicable
Memorandum and Articles of Association or other constitutional documents
Resolution power of attorney authorising investment
Specimen signatures of the authorised signatories duly certified by an appropriate authority
bull SEBI registration certificate (if applicable)
Copy ofPAN Card to be submitted
bull Application fonn (including RTGS details)
Mode of Payment All payments must be made through cheque(s)draft(s)transfersRTGS as set out in the Application Form
Depository Arrangements The Company has appointed Skyline Financial Services Private Limited as the Registrar and Transfer Agent for the present Issue and the Company shall make necessary depository arrangements with CDSL and NSDL for issue and holding of Debentures in dematerialised form
List of Beneficiaries The Issuer shall request the Depositories to provide a list of beneficiaries as at the end of the relevant Record Date This shall be the list which will be used for payments of interest or repayment of redemption monies or any other amounts payable on the Debentures as the case may be
Effect of Holidays Should any of the dates defined above or elsewhere in this Information Memorandum Disclosure Document (except the Deemed Date of Allotment) fallon a day other than a Business Day the immediately succeeding Business Day shall be considered as the effective date(s) In case Record Date book closure date falls on a day other than a Business Day the Business Day the succeeding day shall be the record date book closure date
Tax Deduction at Source Tax as applicable under the Income Tax Act 1961 or any other statutory modification or re-enactment thereof will be deducted at source on the interest payable on the Debentures Tax exemption certificatedocumentform under section 193 of the Income Tax Act 1961 if any must be lodged at th~ Registered Office of th~ Issuer at least fiftee~~~middot(iJ2~~ (15) days before the relevant mterest payment becommg due (~ 1
i t IJ W7i$0 ~---Page 39 of 6O____~ti-----
Letters of Allotment The Issuer shall issue a Letter of Allotment to each Debenture holder on the Deemed Date of Allotment The Debentures will be subsequently credited in dematerialised form within 2 (two) Business Days from the Deemed Date of Allotment
Deemed Date of Allotment All the benefits under the Debentures will accrue to the Debenture holders from the date of receipt of the application monies The actual allotment may take place on a date other than the Deemed Date of Allotment
Refunds For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within seven days from the Deemed Date of Allotment of the Debentures 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
Joint Holders Where two or more persons are holders of any Debenture(s) they shall deem to hold the same as joint tenants with benefits of survivorship
Mode of Transfer Debentures shall be transferred subject to and in accordance with the rules procedure as prescribed by the NSDL CDSL Depository participant of the transferor transferee and any other applicable laws and the rules notified in respect thereof 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 Transferor shall give delivery instructions containing details of the transferees DP account in his depository participant
Succession In the event of demise of Debenture holder the Company will recognize the executor or administrator of the deceased Debenture holder or the holder of succession certificate or other legal representative as having title to the Debentures The Company shall not be bound to recognize such executor administrator or holder of the succession certificate or other legal representatives as having title to the Debentures unless such executor or administrator obtains probate or letter of administration or such holder is the holder of succession certificate or other legal representation as the case may be from a competent Court in India having jurisdiction over the matter The Company may in their absolute discretion where it thinks fit dispense with production of probate or letter of administration or succession ~--~gt
l
certificate or other legal representation in order to recognize such holder ~1 ~)t)
Page 40 of6~ Vv pound ~o-middot~-
bull ~f V
being entitled to the Debentures standing in the name of deceased Debenture holder on production of sufficient documentary proof or indemnity
Nomination In the event of however a deceased Debenture holder(s) having nominated any person entitled to be registered as the Debenture holder in the event of his death such nominee shall be registered as the Debenture holder in place of the deceased Debenture holder
Page 41 of 60 shy
OTHER REGULATORY AND STATUTORY DISCLOSURES
Stock Exchange Disclaimer Clause It is to be distinctly understood that filing of this Information Memorandum Disclosure Document with the Stock Exchange should not is any way be deemed or construed that the same has been cleared or approved by the Stock exchange The Stock Exchange does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue has been made or for the correctness of the statements made or opinions expressed in this Information MemorandumDisclosure Document
Listing Disclaimer The Debentures are proposed to be listed on the Wholesale Debt Market segment of the BSE The Company shall comply with the requirements of the listing agreement to the extent applicable to it on a continuous basis and shall complete all formalities relating to listing of the Debentures
Companys Disclaimer Clause The Company certifies that the disclosures made in this Information MemorandumDisclosure Document are generally adequate and III
conformity with SEBI Regulations Further the Company accepts no responsibility for statements made otherwise than in the Information MemorandumDisclosure Document or Security Documents or any other material issued by or at the instance of the Company and anyone placing reliance on any source of information other than this Information Memorandum Disclosure Document and the Security Documents would be doing at their own risk and the Company will not be liable for such reliance
Issue of Debentures in Dematerialised Form The Debentures will be issued only in dematerialized form The Issuer has made arrangements with the Depositories for the issue of the Debentures in dematerialized form Investors will have to hold the Debentures in dematerialized form as per the provisions of Depositories Act 1996
Consents ILampFS Trust Company Limited has given its written consent for its appointment as debenture trustee to the Issue under Regulations 4(4) of the SEBI Regulations and inclusion of its name in the form and context in which it appears in this Information Memorandum Disclosure Document __
4ti)~ ~ A )ro)
C
Page 42 of60
ANNEXURE 1 SUMMARY TERM SHEET
--------------------------------------------------------------------------- shyIssuer Orris Infrastructure Private Limited
Instrument Secured Cumulative Redeemable Non-Convertible Debentures
Total number of 200 NCDs Face Value ~ 10000000- (Rupees One Crore only) per Debenture
Issue Size ~ 2000000000- (Rupees Two Hundred Crores only)
Issue Price At its face value ie ~ 10000000- (Rupees One Crore only) per Debenture
Mode of Private Placement Placement Object of the The proceeds from the issue shall be utilized for the general Issue corporate purposes of the Company
Form of listed Dematerialised issuance Deemed Date of 23-10-2013 or any other date as decided by the Issuer Allotment
Tenor 48 (forty eight) months from the Deemed Date of Allotment
Redemption After expiry of the Moratorium Period the Issuer shall redeem the Debentures in equal monthly installments over a period of 33 (thirty three) months on each Due Date subject to premature redemption as permitted under the Debenture Trust Deed
Moratorium Period of 15 (Fifteen) months from the Deemed Date of Allotment Period Interest Rate Interest will be payable at the interest rate of 20 (Twenty percent)
per annum payable monthly on the Outstanding Amounts as per the Payment Schedule (refer Annexure 2 to this Information Memorandum Disclosure Document)
The first installment for interest payment shall also include an additional amount equivalent to 125 (one point two five percent) of the issue size (excluding any applicable taxes) to the Debenture holders in proportion to the Debentures held by them
Market Lot One (1) Debenture
Minimum Application
Early Repayment
Escrow Mechanism
------shy
Subject to the conditions specified in the Debenture Trust Deed (Premature Redemption) the Issuer shall have a onetime option to prematurely redeem in a single tranche and not exceeding 25 (twenty five) of the outstanding Debenture Principal Amount at any time after expiry of the 24 (twenty four) months from the Deemed Date of Allotment till the expiry of 30 (Thirty) months of the Deemed Date of Allotment (Premature Redemption Period) The Premature Redemption shall be exercised in a single tranche and shall be subject to fulfillment of each of the following conditions that the Company prematurely redeems Debentures equivalent to an amount in the multiples of ~ 50000000- (Rupees Five Crores Only) with the minimum amount being ~ 150000000- (Rupees Fifteen Crores Only) for redemption in excess of the amounts permitted for Premature Redemption as specified above the Issuer shall pay a premature redemption premium of 2 (two percent) on the amount being redeemed and paid by the Issuer plus applicable service tax or other statutory levy if any subject to deduction of income tax at the rate prescribed under the Income Tax Act 1961 (Premature Redemption Premium) subject to the Escrow Mechanism below the Issuer shall have the option to prematurely redeem the Debentures after the expiry of the Premature Redemption Period without paying any Premature Redemption Premium provided such amounts are in accordance with sub-clause (a) above and any redemption of Debentures by the Issuer in accordance with this Deed shall be proportionate redemption of all the Debentures together through reduction in face value of each Debenture Further the redemption of the Debentures may be carried out in accordance with the Escrow Mechanism mentioned below
All receivables from the Project will be deposited by the Company in an Escrow Account All monies deposited in the Escrow Account shall be utilized in following order Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal with respect to the Debentures Only upon satisfaction of the requirement of (1) and (2) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account towards withdrawal of upto ~ 900000000 (Rupees Ninety Crores only) by the Company After withdrawal of ~ 900000000 (Rupees Ninety Crores only) by the Company
Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal witl]_x~secttyct to
-_8f~~the Debentures (f~X-~~~
~ ) Page 44 amp1 ~____~i
--------------------------------------- -- -------------
Debt Service Reserve Account (DSRA)
Put Option
Issue open on
Issue closed on
Basis for Interest calculation
Listing
Depository
Credit Rating
Security
Only upon satisfaction of the requirement of (a) and (b) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account 60 (Sixty percent) of any further monies in the Escrow Account shall be used to accelerate the redemption of the Debentures and the remaining 40 shall be withdrawn by the Company
Shall mean an amount being not less than ~ 60000000 (Rupees Six Crores only) to be maintained by the Company in the Escrow Account at all times
In the event of a default as defined iIi the Debenture Trust Deed the Debenture Trustee (on instructions from the Debenture holders) can exercise a put option on the Promoters to buy back the entire outstanding Debentures
04-10-2013 or any other date as decided by the Issuer
23-10-2013 or any other date as decided by the Issuer
Interest payable on the Debentures shall accrue on a day to day basis and shall be computed on the basis of 365 (Three Hundred Sixty Five) days divided equally for each of the twelve calendar months
At the WDM segment of the BSE
NSDL and CDSL
ICRA B+ by ICRA Limited
The Debentures together with any interest accrued thereon and outstanding amounts Debenture Trustees remuneration and all costs charges expenses and all other monies due in respect of the Debentures shall be secured by
First and exclusive charge on all Project Receivables through the Deed of Hypothecation together with the Escrow Agreement and such charge will be superior to any other claims on the Project Receivables First and exclusive charge on all amounts lying to the credit of the Escrow Account under the Deed of Hypothecation First and exclusive charge by way of equitable mortgage on the Commercial Property (Mortgaged Property) through execution of a registered Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property in favour of the Debenture Trustee together with a declaration cum undertaking from CDPL declaring the creation of mortgage by deposit of titly-~Si~6d~~ the
I-SI ~~
Page 4~60
----------------------------------------------------------------------------------Commercial Property in terms of the memorandum of entry Equitable mortgage and exclusive charge over FSI equivalent to 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of the Commercial Project together with all the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
Exclusive charge over all the rights title interest benefits claims demands of any nature whatsoever of the Company under andor in respect of the CDPL Collaboration Agreements for development and construction of the Commercial Colony and the entire FSI in the Commercial Project along with proportionate undivided interest in the underlying land and without limitation the following the right to compel performance thereunder and to substitute or be substituted for the Company thereunder and to substitute and be substituted thereunder for the Company thereunder and to commence and conduct either in the name of the Company or in its own name or otherwise any proceedings against any person in respect of any breach of the CDPL Collaboration Agreements and all claims of the Company including in any proceedings against all or any such persons to any amounts owing to or received by the Company thereunder and the rights and benefits of all Approvals to the extent capable of assignment together with the right to further assign any of the CDPL Collaboration Agreements and such Approvals to any Person Pledge of shares representing the entire issued and paid up share capital of CDPL under the Deed of Pledge Personal Guarantee of Sh Vijay Gupta Sh Amit Gupta and Smt Kusum Gupta and Cheques
Security Creation The Security shall be created in the favour of the Debenture Trustee on or before the Deemed Date of Allotment
Representation The representations and warranties of the Company will be set out and Warranties in the Debenture Trust Deed
Event ofDefault All events of default as set out in the Debenture Trust Deed
Upon occurrence of such event of default Debenture Trustee shall (on instruction from the Debenture holders) issue a written notice of default to the Company and grant to the Company a cure period in accordance with the terms of Security Documents
The consequences of an event of default shall be governed_lgtY the provisions in the Security Documents and shall inclu9~~ayfu~i1t of
default interest and enforcement of the Security in the manner specified In the Security Documents including appointment of nominee director(s)
Default Interest An additional interest of 4 pa (four percent per annum) over and Rate above the Interest Rate (as defined hereinafter) (viz the default
interest rate shall be 24 (twenty four percent) payable in relation to the Debentures and the Outstanding Amounts payable In accordance with Security Documents
Registrar and Skyline Financial Services Private Limited Transfer Agent
Compliance All provisions clauses regulations specified by GOISEBIRoCBSE with respect to issue and listing of Redeemable and Secured Non-Convertible Debentures shall be complied with by the Company
Assignment Each Investor may transfer or dispose a part or the whole of its Transferability Debentures without the Companys consent
Governing Law The governing law will be the laws of India and the parties submit to and Jurisdiction the exclusive jurisdiction of the courts in Delhi
~-~---~-~
u c tL ~If) -~~-J bull (
Page 47 of60
ANNEXURE 2 PAYMENT SCHEDULE
Due date
Month 0
Last Day ofMonth 1
Last Day ofMonth 2
Last Day ofMonth 3
Last Day ofMonth 4
Last Day ofMonth 5
Last Day ofMonth 6
Last Day of Month 7
Last Day ofMonth 8
Last Day of Month 9
Last Day of Month 10
Last Day of Month 11
Last Day of Month 12
Last Day of Month 13
Last Day of Month 14
Last Day ofMonth 15
Last Day of Month 16
Last Day of Month 17
Last Day of Month 18
Last Day ofMonth 19
Last Day ofMonth 20
Last Day of Month 21
Last Day of Month 22
Last Day ofMonth 23
Last Day of Month 24
Last Day ofMonth 25
Last Day of Month 26
Last Day ofMonth 27
Outstandino D b t b
e en nre1 su )scrIptlOn amount
I dat mont I en
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
1939393939
1878787879
1818181818
1757575758
1696969697
1636363636
1575757576
1515151515
1454545455
1393939394
1333333333
1272727273
I nterest
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
32323232
31313131
30303030
29292929
28282828
27272727
26262626
25252525
24242424
23232323
22222222
Debenture Payment to I t D b tSll )SCrIP Ion e en nre
t H Idamoun 0 ers
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
60606061 93939394
60606061 92929293
60606061 91919192
60606061 90909091
60606061 89898990
60606061 88888889
60606061 87878788
60606061 86868687
60606061 85858586
60606061 84848485
60606061 83838384
60606061 8~~3 j()gt t~( S( )Page48~60
-
Due date su
Last Day of Month 28
Last Day of Month 29
Last Day of Month 30
Last Day of Month 31
Last Day ofMonth 32
Last Day of Month 33
Last Day of Month 34
Last Day of Month 35
Last Day of Month 36
Last Day of Month 37
Last Day of Month 38
Last Day of Month 39
Last Day of Month 40
Last Day of Month 41
Last Day of Month 42
Last Day of Month 43
Last Day of Month 44
Last Day ofMonth 45
Last Day of Month 46
Last Day of Month 47
Last Day of Tenor
Outstandino D b t b
b ~ t~n ure t SCrIp Ion amoun
t th da mon en
1212121212
1151515152
1090909091
1030303030
969696970
909090909
848484848
787878788
727272727
666666667
606060606
545454545
484848485
424242424
363636364
303030303
242424242
181818182
121212121
60606061
Debentme Payment to Interest subscription
t amoun Debenture
H ld0 ers
21212121 60606061 81818182
20202020 60606061 80808081
19191919 60606061 79797980
18181818 60606061 78787879
17171717 60606061 77777778
16161616 60606061 76767677
15151515 60606061 75757576
14141414 60606061 74747475
13131313 60606061 73737374
12121212 60606061 72727273
11111111 60606061 71717172
10101010 60606061 70707071
9090909 60606061 69696970
8080808 60606061 68686869
7070707 60606061 67676768
6060606 60606061 66666667
5050505 60606061 65656566
4040404 60606061 64646465
3030303 60606061 63636364
2020202 60606061 62626263
1010101 60606061 61616162
The interest payment on the first Due Date shall vary depending on the date onwh~h the
application monies for Debentures arc received til 1~~1
1bull kAij~ lt laquo~~gt ~
-
--
Page 49 of60
ANNEXURE 3
UNDERTAKING BY THE COMPANY
The Company undertakes that bull In the event the Debentures are issued in physical form the Company
shall use a common form of transfer
bull It will provide on a half yearly basis a compliance certificate duly certified by the Debenture Trustee to the Debenture holders in respect of compliance with the terms and conditions of Issue as contained in this Information Memorandum Disclosure Document and
bull Every credit rating obtained shall be periodically reviewed by the Credit Rating Agency and any revision in the rating shall be promptly disclosed by the Company to the Stock Exchange Any change in rating shall be promptly disseminated to Debenture holders and prospective Investors in such manner as the BSE may determine from time to time All information and reports on the Debentures including compliance reports filed by the Company and the Debenture Trustee shall be disseminated to the Debenture holders and the general public by placing them on the website of the Company and shall through the Debenture Trust Deed request the Debenture Trustee to place the same on its website
bull The above Information Memorandum Disclosure Document IS
compliant with all disclosures required to be made for listing of senior non-convertible debentures on a private placement basis on a recognized stock exchange as specified in Schedule I under Regulation 21 of the Securities and Exchange Board of India (Issuing and Listing of Debt Securities) Regulations 2008
laquo~~(~I0~~ For o~InCr ~cture Private Limited
~~WIVijay~
(Chairman)
Page 50 of60
ANNEXURE 4
CREDIT RATING LETTER FROM ICRA LIMITED
Ie R A Limited
Ref DRAT2013-140-362
Mr Sanjay Aggarwal VP - Accounts amp raxation Orris Infrastructure Private Limited J-105 DLF Phase -II MG Road Gurgaon - 122002 Haryana
May 21 2013
Dear Sir
Rc ICRA-assigned Credit Rating for Rs 200 crore NCD Programmc of Orris Infrastructurc l)rivate Limited (instrument details in Annexure)
Please refer to your Rating Requisition dated May 112013 and the subsequent Rating Agreement of May 162013 for carrying out the rating of the aforesaid Bond Programme The Rating Committee
of ICRA after due consideration has assigned a [ICRAIB+ (pronounced as ICM B plus) rating
to the captioned Bond Programme
We would appreciate if you can sign on the duplicate copy of this letter and send it to us within 7
days from the date of this letter as confirmation about the use of the assigned rating The rationale
for assigning the above rating will be sent to you on receipt of your confirmation about the use of our rating as above Any intimation by you about the above rating to any BankerLending
AgencyGovernment AuthoritiesStock Exchange would constitute use of this rating by you
This rating is specific to the terms and conditions of the proposed issue as was indicated to us by you
and any change In the tenns or size of the issue would require the rating to be reviewed by us If
there is any change in the terms and conditions or size of the instrument rated as above the same must be brought to our notice before the issue of the instrument If there is nny such change after the
rating is assigned by us and confirmed to use by you it would be subject to our review and may result in change in the rating assigned
ICRA reserves the right to suspend withdraw or revise the above at any (ime on the basis of new information 01 unav~ilability of information or such other circumstances which ICRA believes may
have an impact on the rating assigned to you
The rating as aforesaid howeVer should not be treated as a recommendation to buy sell or hold the
bonds to be issued by you If the instrument rated as above is not issued by you within a period of 3
BuUding No 5 2 Floor TeL + 91 - 124 - 4545300 wOiosite wwwicraJn Tower A DLF cyber City Fax + 91 - 124 - 4050424 email infoicralndiacom Phase ll Gurgaon 122002
Regd Office 1105 Kailash Building 11 Floor 26 Kastuma Gandhi Marg NeW Delhi - 110001
RATING RES EAR eli INFORMATION
months from the date of this letter communicating the rating the same would stand withdrawn unless
revalidated before the expiry of 3 months
You arc required to forthwith inform us about any default or delay in repayment of intcrest or
principal amount of the instrument mtcd as above or any other debt instruments borrowing Y nu are also required to keep llS forthwith informed of any other devclopments which may have a direct
or indirect impact on the debt servicing capability of the company including any proposal for reshy
schedulement or postponement of the repayment programmes oCthe dues debts of the company with
any lendcr(s) investor(s)
You are required to inform us immediately as and when the borrowing limit for the instrument rated
as above or as prescribed by the regulatory authority (ies) is exceeded
We thank you for your kind cooperation extended during the course of the rating exercise Should
you require any clarification please do not hesitate to get in touch with us
With kind regards
Yours sincerely
for IeRA Limited
-- Iobit Inamdar S (Senior Vice President) (Analyst)
Page 52 of60
Annexure
Details of the bank limits rated by leRA (Rated on long term seale)
Page 53 of60
I eRA limited AIIA~fIiI ofMoltldyIInvllllttmI ~
Ref DRATfl013middot140middot3611
Date August 222013
MI Sanjay AggarwaJ VP - Accounts amp Taxation Orris Infrastructure Private Limited JmiddotIO5 DLF Phasemiddotll MG Road Gurgaonmiddot J22002 Haryana
Dear Sir
Re leRA ruting for Rs 2000 crote NCD Progrumme of Orris Infrastructure Private Umlted
This is with reference to your letter dated August 9 2013 for re-validating your rating for the Rs 200 erore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Boods programme ofyour company and last communicated to you vide QuI letter dated May 212013 stands The other terms and conditions for the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DlRAT12013middot 1410-362 dated May 2013 stands
With kind regards For lCRA Limited
(Senior Vice President)
T~middot + 91middot 124 bull ~ website VWW bulliCfSio fw + 91 124 -~ email info~middoticralndiagtcom
Page 54 of60
Ie R A Lim
Ref DfRAT2013-14O-364
Date October 03 2013
Mr Sanjay Aggarwal VP - Accounts amp Taxation Orris Infrastructure Private Limited J-105 DLF Phasemiddotmiddotll MG Road Gurgaon - 122002 Haryana
Dear Sir
Re ICRA rating for Rs 2000 crOTe NCD Programme of Orris Infrastructure Private Limited
This is with reference to your letter dated September 03 2013 for re-validating your rating for the Rs 200 crore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Bonds programrne of your company and last conununicated to you vide our letter dated August 22 2013 stands The other terrns and conditions fur the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DRATI2QI3middot 14()362 dated May WI3 stands
With kind regards For [eRA Limited
Vi (Senior Vice President)
Buildlng No 2 Iloot Tel + 81 124 - 4545300 websf1e WWWJCf8D
Tower A Cyber Oily Fax + 91 124 bull 4000424 ilImaH lnfoicralfldliLcof1
Phase II Gurgaonmiddot 1~
Regd Offictl noo iltailash Building i 1 Floor 26 KDtwoo Qandhi Marg New Delhi bull 110001
RATING RES EAR C H INfORMATION
Page 55 of60
ANNEXURE 5
CONSENT LETTER FROM DEBENTURE TRUSTEE
Ref No 1750 ITCL JUtmiddots I ru~1 Company Limilt~d
September 30 2013
Orris Infrastructure Private limited (Company) Jmiddot105 OLF PhaSe - 11 MG Road Gurgaon 122002
Kind Attention Mr Vljay Gupta Director
Sub listed Secured Redeemable Non Convertible Debentures (NCDs) aggregating to Rs 200 crs proposed to be issued by the Company on private placement basis
Dear Sirs
This is with reference to our discussion regarding appointment of ILampFS Trust Company limited (ITCL) as Debenture Trustee for the proposedlssue of listed Secured Redeemable NCDsof Rs 1 crore each aggregating to Rs 200 crs to ~ issued by the Company on private placement basis In this regard VIle do hereby give out consent to act as the Debenture Trustee subject to the Company agreeing to the following conditions
1 The Company agrees and undertakes to create the securities over such terms and conditions as detai~d in the signed Information Memorandum as submitted to us and execute the Debenture Trust Deed and other necessary security documents as required
2 The Company agrees amp undertakes to pay Debenture Trustees so long as they hold the office of the De~nture Trustee remuneration as stated in appointment letter dated July 30 2013 for the services as Debenture Trustee in addition to all legal travelling and other costS charges and expenses which the Debenture Trustee or their officers employees or agents rnayiocur in relation to execution of the Debenture Trust Deed and all other documents affecting the Security till the monies in respect of the Debentures have been fully paid-off and the requisite formalities for satisfaction of charge in aU respects have been complied with
3 The Company agrees ft undertakes to comply with the provisions of SEal (Debenture Trustees) Reguliltions 1993 SE61 (Issue and Listing of Debt Securitles) Regulations 2008 SEBICircutar No$EaIIlMOOfgtl1Sondl2oo911 105 dated 11052009 on Simplified Listing Agreement for Debt Securities read with the SEBl Circular No SEBIIIMDDOF-1 tBONDlClr-5120o9 dated the 16th November 2009 the Companies Act 19l)6 ilnd other applicable proviSions I circulars guidelines etc as applicable and amended from time to time and agrees to furnish to Trustees such information in terms of the same on regular basis
Sincerely For ILftFS Trust Company lilDi~d
lL__~~ ~ ~ ~~~ --- ~
Authorized Signatory
lUfFS Finru1 Centre PloINo C 22 G Block 5th Floor Bjr Kurio Complex Bandra (Eastl Mumbamiddotmiddot 40(K)SI INDIA
Bangalor( Office ILEtFSTru1 (ompally Ltdbull ALmiddotLalheef 151 Floor No 2Unioll Slreet Offlnanlry Raad Banglore 5hlX)OI INDIA
New Delhi Offire ILftFSTrusl (ompY tId Amiddot26a lsI Ploor Bhishm Pithamah Marg DefencfCoony New Delhi - 110024 INDIA
Kolkala Offilaquo ILftfSTrusl Company Ltd ILIIFS Constantia lnlflPor n Dr11 lIt Bramachari Street Kolkata bull 700017 INDIA
Page 56 of60
ANNEXURE 6
CONSENT LETTER FROM REGISTRAR AND TRANSFER AGENT i
Skyline Financial Serrr)ices Pvt Ltd SEBI REGISTERED CATEGORY1 REGk)IRARS ampSHARE TRANSfRAtgtENT D153A Ht Floor () nol Area Ph bullbullbullI New Dolhmiddot llO 020 1 9 middot1126812682 2S612~83 EmiddotmaI nOlltyhOaccrn tte-oSi$ wwwSiltyllnfHla_all1
August 29 2013
MrVlneel Kumar Gupta
Sr Manaler Secretarial
Orris InfraSlrucllJre Private Limited
Orris la M G Road
Gurgaoo - 1iG 002 (Hr)
Sub Consent to aet as Registrar to Issue and TfBllSfer Agent
DearSJr
Thls1s in reference 10 YOllr email datild AugJS1 29 2013 We hereby give our consent to act as 21
Registrar to IsSue and Transfer Agent for your propOSed issue of 1O - conveo1ibledebentures Of Rs
20000 Crore (jl1d our name IS Registrar to i$sueandShare Transfer agent may please be included in
Thanking you Y()ursfailhfufy
Vice- President
Page 57 0[60
--
-------
ANNEXURE 7
APPLICA TION FORM
ORRIS INFRASTRUCTURE PRIVATE LIMITED Registered Office RZ-D-5 Mahavir Enclave New Delhi 110045
Corporate Office 1-105 DLF Phase II Mehrauli Gurgaon Gurgaon -122002
Application No ___ Date
Dear Sirs
VWe have read and understood the terms and conditions of issue by Orris Infrastructure Private Limited of senior secured cumulative redeemable Non-Convertible Debentures of face value ~ 10000000 (Rupees One Crores only) having a coupon rate of 20 pa on a private placement basis on the face value aggregating to ~ 2000000000- (Rupees Two Hundred Crores only) (Debenture) contained in the Information Memorandum Disclosure Document dated __2013 VWe bind ourselves to the terms and conditions as contained in the Information Memorandum Disclosure Document and wish to apply for allotment of these Debentures The amount payable on application as shown below is remitted herewith On allotment please place myour name(s) on the Register of Debenture holder(s)
(Please read carefully the instructions on the next page before filling this form)
No of Debentures applied No in figures No in words for
Amount (~)
Detal s I 0 f payment ChequesDemand Date Drawn on Bank DraftlRTGS Details
Applicants Name amp Address in full (please use capital letters)
Pin Code Telephone I Fax Email
I Status Bankin~ Company ( ) Insurance Company ( ) Other ( ) (specify in case of others) Name of Authorized Signatory Designation Signatures Signatoty
Details of Bank Account Bank Name amp Branch Nature ofAccount Account No IFSCINEFT Code middot)---~1
-- --
Depository Details
I1We the undersigned want to hold the Debentures of the Company in the dematerialised fonn Details of myour Beneficiary Account are given below
Depository Participant Name - shy
DPID
Beneficiary Account Number shy
Name of the Applicant
() II We understand that in case of allotment of Debentures to my lour Beneficiary Account as mentioned above would be credited to the extent of Debentures allotted
Taxpayers PAN I GIR No IT CircleIW ardlDistrict ( ) Not Allotted
Tax Deduction Status () Fully ( ) Tax to be ()Yes ONo Exempt deducted at
Source
I1We hereby understand that the Company has not provided and will not provide any material or other infonnation regarding the Debentures except as included in the Infonnation Memorandum Disclosure Document
Signature of the Applicant _________________(Tear here)__________
ACKNOWLEDGEMENT SLIP
Application No Date -- shyReceived From
1shy----------------------~
By ChequelDemand DraftlRTGS No
drawn on towards application for ______ Debentures (Chequesl Demand Drafts are subject to realisation)
For Orris Infrastructure Pvt Ltd
For all further correspondence please contact INFRASTRUCTURE PRIVATE LIMITED Tel +91 124-4979200
Page 59 of60
10
INSTRUCTIONS
You must complete application in full in BLOCK LETTERS IN ENGLISH
2 Your Signatures should be made in English or in any of the Indian languages
3 Application forms duly completed in all respects together with high value Cheques Pay Order Demand Drafts must be lodged at the Orris Infrastructure Private Limited Corporate Office (as provided above)
4 Payments through RTGS shall be made as follows
Beneficiary Account name Orris Infrastructure Private Limited IFSC Code UTIB0000056 Bank Account No 056010200015303 Bank Axis Bank Ltd Branch Sec-14 Gurgaon
5 The Cheque(s)Demand Draft(s) of high value clearing zone should be drawn in favour of ORRIS INFRASTRUCTURE PVT LIMITED and crossed Ale payee only Cheque(s)Demand draft(s) may be drawn on any scheduled bank and payable at Delhi
6 Mr Vineet Gupta as authorised representative of the Company will issue the Acknowledgement Slip (appearing below the Application Form) as acknowledgement of receipt of applications No separate receipt will be issued
7 You should mention your Permanent Account Number or the GIR number allotted under Income- Tax Act 1961 and the Income-Tax CirclelWardlDistrict In case where neither the PAN nor GIR number has been allotted the fact of non-allotment should be mentioned in the application form in the space provided
8 The application would be accepted as per the terms of the issue outlined in the Information Memorandum Disclosure DOC~fii
r1- -~0 gt tl~~ ~gt
j )j~ (~~ ~O
~ shy
Page 60 of60
This Information Memorandum Disclosure Document has been prepared to provide general information about the Issuer to potential Investor(s) Eligible Investors to whom it is addressed and who are willing and eligible to subscribe to the Debentures strictly on a private placement basis This Information Memorandum Disclosure Document does not purport to contain all the information that any potential Investor may require
Neither this Information Memorandum Disclosure Document nor any other information supplied in connection with the Debentures is intended to provide the basis of any credit or other evaluation and any recipient of this Information Memorandum Disclosure Document should not consider such receipt a recommendation to purchase any Debentures Each Investor contemplating purchasing any Debentures should make its own independent investigation of the financial condition and affairs of the Issuer and its own appraisal of the creditworthiness of the Issuer Potential Investors should consult their own financial legal tax and other professional advisors as to the risks and investment considerations arising from an investment in the Debentures and should possess the appropriate resources to analyze such investment and the suitability of such investment to such Investors particular circumstances The Issuer confirms that as of the date hereof this Information Memorandum Disclosure Document (including the documents incorporated by reference herein if any) is accurate in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements herein in the light of the circumstances under which they are made not misleading No person has been authorized to give any information or to make any representation not contained or incorporated by reference in this Information Memorandum Disclosure Document or in any material made available by the Issuer to any potential Investor pursuant hereto and if given or made such information or representation must not be relied upon as having been authorized by the Issuer
This Information Memorandum Disclosure Document and the contents hereof are restricted for only the intended recipient(s) Eligible Investors who have been addressed directly and specifically through a communication by the Company and only such recipient(s) Eligible Investors isare eligible to apply for the Debentures All Investors are required to comply with the relevant regulations guidelines applicable to them for investing in this Issue The contents of this Information Memorandum Disclosure Document are intended to be used only by those Investors to whom it is distributed It is not intended for distribution to any other person and should not be reproduced by the recipient
No invitation is being made to any persons other than those to whom application forms along with this Information Memorandum Disclosure Document being issued have been sent by or on behalf of the~~Any application by a person to whom the Information Memorandu~t~llisc~~~re
-f -t-I (n r-shy
~)~~ ~60( J~
Document has not been sent by or on behalf of the Issuer shall be rejected without assigning any reason
The Issuer does not undertake to update the Information Memorandum Disclosure Document to reflect subsequent events after the date of the Information Memorandum Disclosure Document and thus it should not be relied upon with respect to such subsequent events without first confirming its accuracy with the Issuer
The distribution of this Information Memorandum Disclosure Document and the offering and sale of the Debentures may be restricted by law in certain jurisdictions Person(s) into whose possession this Information Memorandum Disclosure Document comes are required to inform themselves about and to observe any such restrictions This Information Memorandum Disclosure Document does not constitute nor may it be used for or in connection with an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation No action is being taken to permit an offering of the Debentures or the distribution of this Information Meinorandum Disclosure Document in any such jurisdiction
This Information Memorandum Disclosure Document is strictly for a private placement and is only an information brochure for private use by the Eligible Investors Nothing in this Information Memorandum Disclosure Document shall constitute andor deem to constitute an offer or an invitation to an offer to the Indian public or any section thereof to subscribe for or otherwise acquire the Debentures Further since the Issue is being made on a private placement basis the provisions of Section 60 of the Act shall not be applicable and accordingly a copy of this Information Memorandum Disclosure Document has not been flIed with ROC or SEB
RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulflI its obligations in respect of the Debentures issued under this Information Memorandum Disclosure Document All of these factors are contingencies which mayor may not occur and the Issuer is not in a position to express a view on the likelihood of any such contingency occurring
In addition certain factors which are material for the purpose of assessing the market risks associated with the Debentures issued under the Information Memorandum Disclosure Document are also described below
The Issuer believes that the factors described below represent the principal risks inherent in investing in Debentures issued under the Informa~ Memorandum Disclosure Document but the inability of the Issuer yenlaquo~tfie
(~( )I)pagel~~i~
case may be to pay interest principal or other amounts on or in connection with any Debentures may occur for other reasons and the Issuer does not represent that the statements below regarding the risks of holding any Debentures are exhaustive Prospective Investors should also read the detailed information set out elsewhere in this Information MemorandumDisclosure Document and reach their own views prior to making any investment decision
The following are the risks envisaged by the management and Investors should consider the following risk factors carefully for evaluating the Company and its business before making any investment decision If any one of the following stated risks actually occurs the Companys business financial conditions and results of operations could suffer and therefore the value of the Companys debt securities could decline
Note Unless specified or quantified in the relevant risk factors the Company is not in a position to quantify the financial or other implications of any risk mentioned hereinbelow
bull Legality of Purchase A prospective Investor of the Debentures will be responsible for the lawfulness of the acquisition of the Debentures whether under the laws of the jurisdiction of its incorporation or the jurisdiction in which it operates or for compliance by that prospective Investor with any law regulation or regulatory policy applicable to it
bull A Slowdown in Economic Growth in India could Cause the Companys Business to Suffer The Companys performance and the quality and growth of its assets are necessarily dependent on the health of the overall Indian economy A slowdown in the Indian economy could adversely affect its business
bull Terrorist Attacks Civil Unrest and other Acts of Violence or War involving India and other Countries could Adversely Affect the Financial Markets and the Companys Business Terrorist attacks and other acts of violence or war may negatively affect the Indian markets and may also adversely affect the worldwide financial markets These acts may also result in a loss of business confidence In addition adverse social economic and political events in India could have a negative impact on the Company Such incidents could also create a greater perception that investment in Indian companies involves a higher degree of risk and could have an adverse impact on the Companys business
bull Uncertain Trading Markets and Liquidity Risk The Company cannot assure holders of the Debentures that a trading market for their Debentures will ever develop or be
Debenture holders may not be able to sell such Debentures readily or at prices that will enable them to realize their anticipated yield
bull The Company is Subject to Volatility in Cash Flows The Companys receipts from its customers are linked to the progress of construction on its projects and the creditworthiness of its customers Any delay in the receipts from its customers could impact the cash flows of the Company
bull Credit Risk Prospective Investors should be aware that receipt of any interest payment and principal amount on the Debentures is subject to the credit risk of the Issuer In the event that bankruptcy proceedings or composition scheme of arrangement or similar proceedings to avert bankruptcy are instituted by or against the Issuer the payment of sums due on the Debentures may be substantially reduced or delayed
bull Licences The Companys business requires grantrenewalextension of various licences approvals permissions from appropriate authorities under the applicable laws Any delay in grantrenewalextension of or refusal of appropriate authorities to grantrenewextend such licences approvals permissions could have an adverse impact on the business of the Company
bull MOUs and Collaboration Agreements The Company enters into MOUs collaboration agreement or other agreements to acquire title or land development rights with respect to certain lands for which the Company makes partial payments to land owners and Companys failure to meet the conditions of the MOUs collaboration agreements may adversely affect its business financial condition and results of operation
J
GENERAL INFORMATION
L Name and address of the Registered Office of the Company
Orris Infrastructure Private Limited RZ-D-5 Mahavir Enclave New Delhi 110045 Phone +91 1244979200 Fax +91 (0)124235329192 Email infoorrisin
2 Compliance Officer The details of person appointed to act as Compliance Officer for the purpose of this Issue is set out below
Vineet Gupta J-105 DLF Phase II Gurgaon 122002 Phone +91 124-4979200 Fax +91 11 2353291 Email vineetorrisin
3 Auditors
PR Kumar amp Company C-24 Safdarjung Development Area Main Aurbindo Marg New Delhi 110016 Phone +91 11 47118888 Fax +91 11 47118855 Email prkum~prkumarcom
4 Debenture Trustee
IL amp FS Trust Company Limited ILampFS Financial Centre 3rd Floor Plot No C-22 G Block Bandra Kurla Complex Bandra - East Mumbai - 400051 Phone +91 2226593810 Fax +91 2226533297 Email asstvicepresidentilfsindiacom
5 Registrar and Transfer Agent to the Issue
Skyline Financial Services Private Limited D-153 A 1st Floor Okhla Industrial Area Phase -I New Delhi 110020 Phone +91 11 30857575 Fax +91 11 30857562 Email adminskylinertacom~-t------
Page 13 of60tv))
-----~
6 Credit Rating Agency
ICRA Limited 1105 Kailash Building 11th Floor 26 Kasturba Gandhi Marg New Delhi 110001 Phone +91 11 2335794050 Fax +91 11 23357014 Email infoltq)icraindiacom
7 Details of Board of Directors
The following table sets forth details regarding the Companys Board of Directors as on the date of this Information Memorandum Disclosure Document
3260 Janakpuri New Delhi Managing Director 110058
Amit Gupta Joint- Managing Director C-3260 Janakpuri New Delhi 110058
None of the above Directors appear in the RBI defaulter list
Profile of Directors
Mr Vijay Gupta - Chairman and Managing Director Mr Gupta aged 55 years commerce graduate from Delhi University is a real estate veteran He has over 22 years of experience in handling Sale Leasing and management of land office buildings shopping centers residential and income generating properties and is a well-known name among known and building developers in the Northern India Mr Gupta has acted as Land consolidator and sold big land holdings to Builders and developers like D LF Vatika Sun City and several others in NCR region Mr Gupta has great credibility in the market for timely payment transparency and fair transaction
Mr Gupta has pioneered in providing real estate solutions to new age corporate and the IT Industry He has intricate knowledge and clear vision of the real estate sector He has helped in creating landmark structures in reflecting new standard of excellence in the real estate industry
Mr Vijay Gupta has negotiated and guided the company to enter into a very prestigious collaboration deal with DLF - the leading number one brand in development of real estate in India to develop 49288 acres of commercial land in the NCR region The company will get a great mileage from this agreement as besides the developed area the property will be Co-Branded as DLF ORRIS DLF has agreed to co brand the development due to this location advantage and future Prospects olt0Jcfl~
q~dj
~~~e 14 of 60 -_
ImiddotJIiIMJff tlmiddotiAIIfiiJilIIfIii Mi rug ~IY_ ~icent
Mr Amit Gupta - Joint Managing Director Mr Amit Gupta son of Mr Vijay Gupta aged 32 years is young talented and has great business sense He has coordinated and developed several real estate projects in Gurgaon and adjoining areas Mr Amit Gupta has negotiated several land deals to the benefit of the company and is an expert in such deals
He is working out the details with architect to start the proposed housing project in the next couple of months He is in advance stage of negotiation for several other projects of the group
Mr Amit Gupta has a vision to make ORRIS a name to reckon with by providing real estate solutions to all and set bench mark constantly for itself and evolve a strategy of transparency and credibility
ISSUER PROFILE
1 Brief summary of Business Strength and Strategy Named after an extraordinary flower known for its fragrance Orris believes in leaving an everlasting fragrance in the minds of its customers stakeholders and society at large Orris is driven by passion and qUality At Orris we strive for perfection Our services range from real estate to energy from hospitality to education golf and much more Corporate social responsibility is embedded in our DNA Our journey is guided by a strong vision unshakable foundation and driven by quality and excellence service focused towards serving and offering our customers more than they expect Mr Vijay Gupta began his journey when he laid the foundation for Orris in 2008 His dream to usher India into a new era prompted him to found Orris From being a land consolidator and financier to starting his own real estate division he has come a long way scripting successes on his way Owing to his spectacular endeavors the company has been honored by the industry with the award prestigious Emerging Residential Infrastructure Company of Year 2010
Orris has had a great spell in the last three years Foundations for some of the ambitious projects were laid and a few have reached their finishing stage Apart from its foray into real estate Orris has made inroads into energy hospitality golf and education
At Orris we want to leave you with an everlasting experience Because you deserve the best Discover a fresh lease of quality life with Orris whether it is Real Estate Energy Hospitality Golf or Education We are passionate committed and driven
2 Main objects of the Company The main objects of the Company contained in its MOA are
bull To undertake and carry on the business of construction purchase sell and develop any type of property whether residential commercial industrial rural or urban whether belong to the company or any other person To develop erect and construct commercial properties buildings houses shopping centers and to carry out civil and construction work of every description and to improve repair renovate transfer charge assign let out hire sublet or sublease all type of lands plots buildings offices flats warehouses godown shops building banquet halls tenements and immovable properties whether freehold or lease hold of any nature and description
bull To carry on the business as owners builders developers promoters proprietors civil contractors of industrial commercial and residential properties colonies mills workshop buildings cinema houses and to deal in all kinds of immovable properties whether belonging to the company or not
bull To act as agent for purchasing selling and letting on hire land agricultural land and houses multi-stored commercial or residential building on commission basis To acquire land for the construction of multistoried buildings and to license the flats therein on suitable terms and conditions
bull To carry on the business of contractors dealers commission agents brokers consultants representatives and middlemen of properties To act as advisors andor consultants on all matters relating to the construction business town planning landscape architecture structural engineers and to prepare complete scheme drawings plans and estimates and to provide technical know-how in India or abroad
3 A brief history of the Company since inception
Incorporation details The Company was incorporated on July 26 2006 as a private limited company vide Certificate of Incorporation issued by Registrar of Companies of National Capital Territory of Delhi amp Haryana bearing Corporate Identity Number U70 109DL2006PTC 151295
Authorized 50000000 Equity shares of ~ 10- each 500000000shyIssued Subscribed amp Paid Up 29790000 Equity shares of ~ 10- each
flleT HMMUCiiWAJMWPiiliMNiI JI-
Date of Increase Incorporation
September 52007
December 1 2007
July 25 2012
Alteration The authorized share capital of the Company at the time of incorporation was ~ 500000- (Rupees five lakhs only) divided into 50000 (fifty thousand) equity shares of~ 10- (Rupees ten only) each
The authorized share capital of the Company was increased from ~ 500000 - (Rupees five lakhs only) to ~ 10000000- (Rupees one crore only) divided into 1000000 (Ten Lakh) equity shares of ~ 10- (Rupees ten only) each
The authorized share capital of the Company was increased from ~ 10000000- (Rupees one Crores only) to ~ 100000000 - (Rupees ten crore only) divided into 10000000 (one crore) equity shares of ~ 10- (Rupees ten only) each
The authorized share capital of the Company was increased from ~ 100000000- (Rupees Ten Crores Only) divided into 10000000 equity shares of ~ 10- (Rupees Ten Only) each to ~ 500000000shy(Rupees Fifty Crores Only) divided into 50000000 equity shares of~ 10- (Rupees Ten Only)
Date of Allotment
July 26 2006
October 222007
January 9 2008
March 21 2009
June 26 2012
August 82012
March 16 2013
No of Shares and Face Value
10000 Shares of ~ 10 each
500000 Shares of ~ 10 each
800000 Shares of ~ 10 each
2000000 Shares of~ 10 each
1655000 Shares of~ 10 each
19860000 Shares of ~ 10 each
4965000 Shares of~ 10 each
Amount per
share 10
10
10
10
10
10
10
Capital (~)
100000shy
5000000shy
8000000shy
20000000shy
16550000shy
198600000shy
ubullbull _bullbullbull ~-~_______~__________________
Sr Name of No the
Shareholder
Vijay Gupta1
Amit Gupta2
Sumit 3 Gupta
Kusum 4 Gupta
Mamta 5 Gupta
Pooja Gupta6
Ms Vijay 7 Gupta (HUF)
Ms Amit 8 Gupta (HUF)
Ms Sumit 9 Gupta (HUF)
Address
C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058
C-3260 Janakpuri New Delhi 110058
C-3260JanakpuriNew Delhi 110058
C-3260 Janakpuri New Delhi 110058
2681100
2681100
2085300
2383200
2383200
2383200
5064300
5064300
5064300 10
No of Amount Type shares per of
Share Shares
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
Equity
4 Debt-equity ratio prior to and after issue of Debentures
(Amounts in~)
Debt 2652702404 4652702404 Equity 368205693 368205693 Debt-Equity Ratio 720 1264
1 The figures are as per provisional accounts for the [mancial period ending September 272013 The figures are as per provisional accounts for the financial period ending 27th September 2013 3114--bull
includes debenture issued 200 secured redeemable Non-Convertible Debenture of 2000000qQ9t~~(9~
(Rupees Two Hundred Crores only) to be raised through present Issue of Debentures f - ~ ~_ (5 ~I
Page 1~ ~~~~j ~~~-j5-~
2
FINANCIAL HIGHLIGHTS OF THE COMPANY 3
Provided below are highlights from March 31 2013 and March 312012
-
PARTICULARS
Shareholders Funds Share Capital Reserves and Surplus Non-Current Liabilities Long-Term Borrowings Other Long Term Liabilities Long Term Provisions Current Liabilities Short-Term Borrowings Trade Payables Other Current Liabilities Short-Term Provisions TOTAL Non-Current Assets Fixed assets (i) Tangible assets (ii) Intangible assets (iii) Capital work-in-progress
Non-current investments Deferred Tax Assets (Net) Long term loans and advances Current assets Inventories Trade Receivables Cash and Cash Equivalents Short-Term Loans and Advances TOTAL
Profit amp Loss Statement Income From Operations Expenditure Profit Before Tax Provision For Tax NET PROFIT
the Companys balance sheet as on
AS AT AS AT
31032013 31032012 -
(In t) (In t)
297900000 33100000 213213781 387605693
833881405 1163249172 113701597 104516080
3716055 2624152
1043912351 511881321 318959605 500619871
7230525889 6415810732 2987458 middot12901961
10058798141 9132308982
41142649 84146355 1804455 1364419
10535400 shy8181894 8298894 5484172 6174926
211337362 637591171
3033819766 2432400222 - 14337455
325475165 554273019 6421017278 5393722521
10058798141 9132308982
FY 2013 FY 2012 3813273647 2063682309
3670103696 1960640137 143169951 103042172 51380355 54143420
90408088 54024176
3 The above given figures are duly audited by auditors of the company
OFFER DETAILS
1 Details of debt securities issued and sought to be listed The securities proposed to be issued pursuant to this Information Memorandum Disclosure Document will be listed on WDM of the BSE
2 Nature of Instrument Senior Secured Cumulative Redeemable Non-Convertible Debentures issued on a private placement basis
3 The Issue size The Company proposes to issue 200 Secured Cumulative Redeemable Non-Convertible Debentures having Face Value of ~ 10000000shy(Rupees One Crores only) each having aggregate face value of ~ 2000000000- (Rupees Two Hundred Crores only)
4 Face Value Each Debenture has a face value of ~ 10000000- (Rupees One Crores only) per Debenture
5 Redemption The outstanding amount of the Debentures shall be repaid in monthly installments payable as per the Payment Schedule
Unless redeemed earlier m accordance with this Information Memorandum Disclosure Document and the terms of the Security Documents the Debentures shall stand redeemed on payment of the final installment as per the Payment Schedule The redemption shall apply to each Debenture uniformly Any redemption of Debentures by the Company shall be proportionate redemption of all the Debentures collectively through reduction in face value of each Debenture
In the event of a default as defined in the Debenture Trust Deed the Debenture Trustee (on instructions from the Debenture holders) can exercise a put option on the Promoters to buy back the entire outstanding Debentures
6 Tenor Forty Eight (48) months from the Deemed Date of Allotment ending on the last Due Date unless redeemed earlier in accordance with the terms of the Debenture Trust Deed
7 Interest Rate The Debentures will carry an interest at the rate of 20 (Twenty percent) per annum payable monthly (subject to deduction of tax at source if applicable at the rate prevailing from time to time under the provisions of the Income Tax Act 1961 or any other statutory modifications or reshyenactment thereof for which a certificate will be issued by the Company-_ on the outstanding principal amount of Debentures and(other-~~
i ( y page~f )~
- -
-
Outstanding Amounts throughout the tenure of the Debentures till final redemption as per Payment Schedule
Interest payable on the Debentures shall accrue on a day to day basis and shall be computed on the basis of 365 (Three Hundred Sixty Five) days divided equally for each of the twelve calendar months
8 Payment Mechanism Payments towards interest and towards repayment of the outstanding amount of Debentures shall be made by way of drafts cheques credit through RTGS mechanism on the Due Dates to those Debenture holder(s) whose names appear on the list of beneficiaries provided by the Depositories to the Issuer Such payments shall be made from the Escrow Account in the manner specified in the Debenture Trust Deed The names would be as per the Depositories records on the relevant Record Date fixed for the purpose of such payments as provided in this
Information Memorandum Disclosure Document In case of those Debentures for which the beneficial owner is not identified by the Depository as on the Record Date the Issuer would keep in abeyance the payments till such time that the beneficial owner is identified by the Depository and conveyed to the Issuer whereupon the payments will be paid to the beneficiaries as identified
In case the Due Date falls on a day which is not a Business Day then the payment due shall be made on the succeeding Business Day
9 Security The principal amount of the Debentures together with any interest accrued thereon and other Outstanding Amounts Debenture Trustees remuneration and all costs charges expenses and all other monies due in respect of the Debentures and or under the Transaction Documents shall be secured by the Obligors by
a First and exclusive charge on all receivables from the Project through the Deed of Hypothecation together with the Escrow Agreement and such charge will be superior to any other claims on the Project receivables
b First and exclusive charge on all amounts lying to the credit of the Escrow Account under the Deed of Hypothecation
c First and exclusive charge by way of equitable mortgage on the Commercial Property (Mortgaged Property) through execution of a registered Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property in favour of the Debenture Trustee together with a declaration cum undertaking from CDPL declaring the creation of mortgage by deposit of title deeds of the Commercial Property in terms of the memorandum of entry
d Equitable mortgage and exclusive charge over FSI equivalent to 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of the Commercial Project together with all the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
e Exclusive charge over all the rights title interest benefits claims demands of any nature whatsoever of the Company under andor in respect of the CDPL Collaboration Agreements for development and construction of the Commercial Colony and the entire FSI in the Project along with proportionate undivided interest in the underlying land and without limitation the following
(i) the right to compel performance thereunder and to substitute or be substituted for the Company thereunder and to substitute and be substituted thereunder for the Company thereunder and
(ii) to commence and conduct either in the name of the Company or in its own name or otherwise any proceedings against any person in respect of any breach of the CDPL Collaboration Agreements and
(iii) all claims of the Company including in any proceedings against all or any such persons to any amounts owing to or received by the Company thereunder and
(iv) the rights and benefits of all Approvals to the extent capable of assignment together with the right to further assign any of the CDPL Collaboration Agreements and such Approvals to any Person
(v) Pledge of shares representing the entire issued and paid up share capital of CDPL under the Deed of Pledge
(vi) Personal Guarantee of Sh Vijay Gupta Sh Amit Gupta and Smt Kusum Gupta and
(vii) Cheques
CDPL has consented to creation of charge over the entire FSI to the extent of 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of t
The said security shall be created in favor of the Debenture Trustee on or by the Deemed Date of Allotment
Obligors will ensure that market value of the above mentioned security will be at all times equal to the face value of the outstand~icitZt~ Debentures tp ---YZoltgtl
lSI r~
i~ ~r)Page 22 oK~-_
~~-___i
10 Board Authority The private placement of Debentures under this Information Memorandum Disclosure Document is being made pursuant to the resolution of the Board of Directors of the Company at its meeting held on June 24 2013
11 Rating and rating rationale ICRA has assigned a ICRA B+ (pronounced as ICRA B plus) rating to debentures programme of the Company to the extent of ~
2000000000- (Rupees Two Hundred Crores only) vide letter ref no DRAT2013-140-362 on May 212013 and revalidated vide letter ref no DRAT2013-140-363 on August 222013 The long-term rating carries a stable outlook A copy of the rating letter and its rationale from ICRA is enclosed as Annexure 4_ to this Information Memorandum Disclosure Document
12 Details of utilisation of the Issue Proceeds Our Board of Directors certifies that the proceeds of the Issue of Debentures shall be utilized for the general corporate purposes of the Company
13 Minimum Number of Debentures for Subscription The application must be made for a minimum of one (1) Debenture and in multiple of one (1) Debenture thereafter There is no maximum limit on the application
14 Listing The Debentures are proposed to be listed on the WDM segment of the BSE the details of which are provided below
The Bombay Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400001 Phone 91 22 227212334 Fax 91 22 22721919
The COJpany shall make an application to the BSE to list the Debentures to be issued and allotted pursuant to this Information Memorandum Disclosure Document and shall take all necessary steps to complete all the formalities relating to listing of the Debentures within 15 (fifteen) days from the date of closure of the Issue Date If such permission is not granted by the BSE within 15 (fifteen) days from the date of closure of the Issue or where such permission is refused by the BSE before the expiry of the 15 (fifteen) days from the closure of the Issue the Company shall at the option of the Debenture holders repay with interest (at the applicable Interest Rate) all monies received by it If the Company fails to repay such monies within 5 (five) days after the Company becomes liable to repay it then the default interest (at the applicable Default Interest Rate) shall also apply to the amount payable
by the Company over and above the applicable interest iP~d (OS4( i~
Page 23~~ ~Sl-C ~-_-)to ~--i-~-~
In connection with listing of Debentures with BSE the Company hereby undertakes to comply with all requirements of the Act applicable SEBI rules and regulations including Securities and Exchange Board of India (Issue and listing of Debt Securities) Regulation 2008 and the listing agreement with BSE
15 Market Lot The minimum lot size for trading of the Debentures on the Stock Exchange is proposed to be one (1) Debenture
16 Underwriting of the Issue The present Issue of Debentures has not been underwritten
17 Tax Benefits The Debenture holder(s) are advised to consider in their own case the tax implications in respect of subscription to the Debentures after consulting their respective tax advisor
18 Governing Law The Debentures shall be construed to be governed in accordance with the laws of India Any dispute arising thereof will be subject to exclusive jurisdiction of the courts in Delhi Over and above the aforesaid terms and conditions the said Debentures shall be subject to the terms and conditions of the Security Documents
19 Debenture Redemption Reserve The Company hereby agrees and undertakes to create a debenture redemption reserve as per the provisions of the Security Documents the Act and the rules regulations notifications and circulars issued by the Ministry of Corporate Affairs and if during the currency of these presents any guidelines are formulated (or modified or revised) by the Central Government or any government agency or corporation having authority under Law in respect of creation of debenture redemption reserve applicable to the Debentures the Company shall duly abide by such guidelines and execute all such applicable supplemental letters agreements and deeds of modifications as may be statutorily required by the Debenture holders or the Debenture Trustee
20 Undertaking to use a Common Form of Transfer The issue of Debentures shall be made in dematerialized form only and no Debentures will be issued in physical form However the Company will use a common transfer form for physical holdings if at a later stage there is any holding in physical form due to the depository giving any Debenture holder the option to rematerialize the Debentures
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
The following contracts documents not being contracts entered into in the ordinary course of business carried on by the Company or entered into more than two years before the date of this Information Memorandum Disclosure Document which are or may be deemed material have been entered into by the Company These material contracts or documents may be inspected at the Registered Office of the Issuer from 1000 am to 100 pm on all working days from the date of this Information Memorandum Disclosure Document until the date of closure of this Issue
Material Contracts 1 Copy of the letter from Skyline Financial Services Private Limited to the
Company giving their consent to act as the Registrar and Transfer Agent to the Issue
2 Copy of letter from ILampFS Trust Company Limited to the Company giving their consent to act as the Debenture Trustee to the Issue
Material Documents L Memorandum and Articles of Association of the Company as amended
from time to time
2 Credit rating letter from ICRA Limited
3 Copy of Certificate oflncorporation of the Company dated July 262006
4 Certified true copy of the resolution dated June 24 2013 approving the issue of Debentures and creation of securities on the term and conditions stated in this Information Memorandum Disclosure Document
5 Copy of Tripartite Agreement dated 17-02-2011 between the Company the Registrar and Transfer Agent and the CDSL (Depository)and Copy of Tripartite Agreement dated 03-03-2011 between the Company the Registrar and Transfer Agent and the NSDL (Depository)
6 Copies of Audited Financials of the Company for the last three financial years
DISCLOSURE ON EXISTING FINANCIAL INDEBTNESS
1 Details of Secured Borrowings4
Ao The secured loans of the Company outstanding as on March 312013 is as follows
(Amount in f)
Details of Vehicle Loans Axis Bank October 27 1390055 EMI Start date- Hypothecated to Limited 2010 December 10 2010 Axis Bank (BMW) Closure date- Limited
November 10 2013 HDFC March 09 2472342 EMI Start Date Hypothecated to Bank 2012 April 052015 HDFC Bank Limited Closure Date - April Limited (BMW) 052015
None of the above loans is secured against any of the security (as detailed in Offer Details section above)
B The Secured Debentures of the Company outstanding as on March 312013 are as under
ILampFS Secured 17 Monthly 1 14th part of the first floor Trust Redeemable installment (without Roof Right) being 45 Company Non- pa s Start sq yards out of 180 sq yards of Limited Convertible date- the first floor constructed on
Debentures 2205201 free-hold land bearing plot No Series shy I of 1 RZ-D-5 First Floor Mahavir aggregate Closure Enclave New Delhi -110045 face value of dateshy admeasuring 180 sq yards out 2202201 ofkhasra number 8314 35000000 4 situated in the area of village 0- (Rupees Palam now known as Mahavir Thirty Five Enclave Block -D New Delhi-Crores) 110045 issued at a discount of 2 Mortgage assignment of all the 17513shy rights title and interest
4 The figures are as per the audited balance Sheet for the financial year ending March 31 2013
----- shy
(Rupees whatsoever of the Company in Seventeen to under andor in respect of Thousand the collaboration agreements Five dated 27102007 and Hundred 01072010 executed with CDPL and Thirteen for development and only) on the construction of the Commercial face value Complex and sale of FSI to the (being ~ extent of 625000 Sq Ft along 10000001- with proportionate interest in (Rupees Ten the underlying land inl of the Lakhs only)) Commercial Complex of each debenture 3 Out of the total sanctioned FSI
of 702871 Sq Ft of Commercial Complex mortgage and charge over FSI equivalent to 625000 Sq Ft including prorata share over all that piece and parcel of free hold land admeasuring 95 acres (approx located at Sector 82A Gurgaon Haryana India over which the Commercial Complex is proposed to constructedI developed together with proportionate buildings and structures thereon AND the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
4 Pledge of entire issued equity share capital of CDPL
5 Post-dated cheques
6 Personal Guarantee of the Promoter viz Mr Vijay Gupta
ILampFS Secured 17 Monthly 1 114th part of the first floor Trust Redeemable installment (without Roof Right) being 45 Company Non- pa s Start sq yards out of 180 sq yards 0 f Ltd Convertible date- the first floor constructed on
Debentures 1506201 free-hold land bearing plot No Series - II of 1 RZ-D-5 First Floo~ M~ct[~ aggregate Closure Enclave New DelhI -11
-_ ()-4~-----
ltshy -
---- ----- ---------------shyface value of date- admeasuring 180 sq yards out ~ 1505201 of khasra number 83 14 42500000 4 situated in the area of village 0- (Rupees Palam now known as Mahavir Forty Two Enclave Block -D New Delhi-Crares) Fifty 110045 Lakhs
2 Mortgage assignment of all theissued at a rights title and interestdiscount of ~ whatsoever of the Company in58065shyto under andor in respect of(Rupees Fifty the collaboration agreementsEight dated 27102007 andThousand 01072010 executed with CDPLSixty Five for development andOnly) on the construction of the Commercialface value Complex and sale of FSI to the(being ~ extent of 625000 Sq Ft along1000000 shywith proportionate interest in(Rupees Ten the underlying land in of theLakhs only)) Commercial Complexof each
debenture 3 Out of the total sanctioned FSI of702871 Sq Ft of Commercial Complex mortgage and charge over FSI equivalent to 625000 Sq Ft including prorata share over all that piece and parcel of free hold land admeasuring 95 acres (approx) located at Sector 82A Gurgaon Haryana India over which the Commercial Complex is proposed to constructed developed together with proportionate buildings and structures thereon AND the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
4 Pledge of entire issued equity share capital of CDPL
5 Post-dated cheques
---6 Personal Guarantee of the Promoter viz Mr Vijay(qtipta
1
IDEI Trusteeshi p services Limited
Secured Redeemable Optional Convertible Debentures of aggregate face value of
80000000 0- (Rupees Eighty Crore Only) on the face value (being 5000000shy(Rupees Fifty Lakhs only)) of each debenture
Qu art erly Co u po n Rat e of 55
The company shall be obliged to redeem the OCDs in four equal installment s starting from march 31 2014 over a period of 6 (six) financial quarters (the first such financial quarter ending on March 31 2014) such that the OCDs are completely redeemed on June 302015
(i) First sole amp exclusive charge by way of(a) equitable mortgage on the Mortgaged Security Property I and (b) equitable mortgage on the Mortgaged Security Property II
Mortgaged Security Property-I shall mean 23268 acres out of the larger property being the aggregate of 19218 acres (forming part of 25018 acres of land for which License is in place) and the 405 acres for which letter of intent is in place along with the proportionate floor space index and all present and future buildings and structures constructed thereon and all the rights title and interest of the Company and the concerned group housing project landowners over such property excluding 404 (four hundred and four) number of units constructedto be constructed over the aforesaid 19218 acres as more particularly detailed III the transaction documents
Mortgaged Security Property-II shall mean 696 acres out of the security property-II 1004 acres of acquired land in Sector 85 Gurgaon Haryana along with the proportionate floor space index and all present and future buildings and structures constructed thereon and all the rights title and interest of the Company and the concerned group housing project landowners over such property
(ii) first sole and exclusive charge on present and future basis by way of hypothecation on the relevant group housing _poject
-------------------------~----------~-----------------------------receivables from time to time and monies lying and credited into the escrow accounts at any point in time including any fIxed deposits created in accordance with the escrow account agreement out of such monies from time to time together with all and any interest accruing in respect thereof and
(iii) The issuance of personal guarantees by the Promoters in favour of IDBI guaranteeing the fulfIllment of the secured obligations
The NCD Series - I were fully redeemed on July 272013
2 Details of Unsecured Borrowings5
The unsecured loans of the Company outstanding as on March 31 2013 follows
(in ~)
Loan from Body Corporate Flair Exports Pvt Ltd Seh Realtors Pvt Ltd Citland Commercial and Credits Ltd Delhi Brass and Metal Works Pvt Ltd Span India Pvt Ltd Loan Directors Shareholders and their Relatives Amit Gupta-Loan Taken Vijay Gupta (Loan Taken) Amit Gupta (HUF) Green Bay Infrastructure Pvt Ltd Kusum Gupta Mamta Gupta Pooja Gupta Vijay Gupta(HUF)
5000000000 10000000000 16670000000 6670000000
11670000000
2850848000 7929999985
20000000 32146887100
2466000000 5625400000 3250000000
92100000
5 The figures are as per audited financial for the financial year ending March 31 2013
Page 300[60
3 Details of Bank Guarantee6
Bank Guarantee by the Company in respect of Orris Business Square - 95 Acres
ICICI Bank 1 Limited June 182010
Issued by ICICI Bank June 182010 and Valid till October 28 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 2 Bank Ltd Jan 03 2013
ICICI Bank 3 Limited February 232011
Director Town and Country Planning Chandigarh
Director Town and Country Planning Chandigarh Haryana State Pollution Control Board
62946450 October 282012
5938000 October 272014
3750000 February 222016
Bank Guarantee by the Company in respect of Carnation Residency Aster Court Aster Court premier amp Villas 33 -25018 Acres
Issued by ICICI Bank on September 232008 amendment dated September 102010 and valid till September 22 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 4 Bank Ltd September 222012
Issued by ICICI Bank on September 23 2008 amendment dated September 102010 and valid till September 22 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 5 Bank Ltd September 222012
Director Town and Country Planing Chandigarh 111524000
September 222014
Director Town and Country Planing Chandigarh
6 The figures are as per audited accounts for the financial year ending March 31 2013
Page 31 0[60
--
----- --- - shyIssued by ICICI Bank on December 16 2010 and expiry date is Dec 15 2015 but we close it Haryana with ICICI Bank and a State fresh guarantee was Pollution
ING Vysya issued by ING Vysya Control January 6 Bank Ltd bank on 23012013 Board 5000000 142016 Bank Guarantee by the Company in respect of Spring Homes middot10043 Acres
Director Town and Country
ING Vysya Planing September 7 Bank Ltd September 32012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 8 Bank Ltd September 3 2012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 9 Bank Ltd September 32012 Chandigarh 13112500 22016
Director Town and Country
ING Vysya Planing September 10 Bank Ltd September 32012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 11 Bank Ltd September 3 2012 Chandigarh 14752500 22016 Bank Guarantee by the Company in respect of Carnation Residency Aster Court Aster Court premier amp Villas 33 -405 Acres
Director Town and Country
ICICI Bank Planing August 71 12 Limited August 8 2011 Chandigarh 21632230 2015
Director Town and Country
ICICI Bank Planing August 7 13 Limited August 8 2011 Chandigarh
---shy5062~~t ~~015
6ltC [-I_i ~~-
I cel i Ieshy -
Note ~
10 Bank Guarantee of 35 Crore is issued by ING Vysya Bank 2 ING Vysya Bank has given counter guarantee against BG of 21632230
amp 5062500 issued for Aster Court Carnation Residency Aster Court Premier amp Villas 33 ING has given counter guarantee for 62946450 amp 3750000 issued for OB8
3 In OB8 all payment of EDC has been made so BG of 62946450 will be released which is already expired
4 Bank guarantee issued by ING Vysya bank is on 10 cash margin on fIxed deposit
5 Security offered against 35 Cr Bank guarantees issued by ING Vysya Bank is following
Orris HQ(J-I0S DLF Phase-II(Gurgaon)-Given as collateral security Janakpuri (C-3260 New Delhi)-Given as collateral security
4 Particulars of debt securities issued (i) for consideration other than cash whether in whole or in part (ii) at premium or discount or (iii) in pursuance of an option
The Company confIrms that save and except the following given below company has not issued any debt securities (i) for consideration other than cash whether in whole or in part (ii) at premium or discount or (iii) in pursuance of an option
bull NCD-I at discount
bull NCD-II at discount bull OCD in pursuance of an option
5 Servicing behavior on existing debt securities payment of due interest on due dates on term loans and debt securities
The Company hereby confIrms that
1 it has been servicing all its principal and interest on time and there has been no subsisting delay or default since its incorporation
Ii there is no subsisting default in repayment redemption of any of its borrowings nor has the Company affected any kind of roll over against any of its borrowings in the past
6 That the permissionconsent from the prior creditor for a second or pari passu charge being created in favor of the trustee to the proposed issue has been obtained
The existing mortgage over the Co~mercial Property s~all be ~leared~tT~l the Company and a no dues certifIcate shall be obtamed pnor ~~tMe -~0--o Deemed Date of Allotment Accordingly the Company hereby cott(rms 1
If) J -~ ~ 1( D gt~
Page 33 6 ~
that it does not require any consent permission to create security in relation to the Debentures as stipulated in this Information Memorandum Disclosure Document and the Security Documents
7 Any material eventdevelopment or change at time of issue or subsequent to the issue which may affect the issue or the Investors decision to invest continue to invest in the debt securities
Directors of the Company represent that there have been no material developments at the time of issue or subsequent to the issue which would materially and adversely affect or are likely to affect the business of the Company or the value of its assets or its ability to pay its liabilities
OTHER INFORMATION AND ISSUE PROCEDURE
The Debentures being offered as part of the Issue are subject to the provisions of the Act the Memorandum and Articles of Association of the Issuer the terms of this Information Memorandum Disclosure Document Application Form and other terms and conditions as may be incorporated in the Debenture Trust Deed and other Security Documents
Issue of Debentures in Dematerialised Form The Debentures will be issued in dematerialized form The necessary arrangements are being made with the Depositories for the issue of the Debentures in dematerialised form Investors will have to hold the Debentures in dematerialised form as per the provisions of Depositories Act 1996 The Company shall take necessary steps to credit the Debentures allotted to the depository account of the Investor
Trustee for the Debenture holder(s) The Issuer has appointed ILampFS Trust Company Limited to act as trustee for the Debenture holder(s) The Issuer and the Debenture Trustee intend to enter into the Debenture Trust Deed inter alia specifying the powers authorities and obligations of the Debenture Trustee and the Issuer The Debenture Trustee shall act based on the provisions of the Debenture Trust Deed The Debenture Trustee will at all times protect the interest of the Debenture holder(s) in accordance with the Debenture Trust Deed
Resignation and Removal of Debenture Trustee The Debenture Trustee and the Company declares that they shall not revoke the Trust hereby declared till the Debentures are redeemed in full The Debenture Trustee may at any time without assigning any reason and without being responsible for any loss or costs occasioned thereby resign as the Debenture Trustee provided that they shall continue to act as Debenture Trustee until a successor trustee is appointed by the Company The Debenture Trustee may also be removed by majority Debenture holders without assigning any reason as per Debenture Trust Deed
Sharing of Information The Issuer may with the written consent of the Debenture holder(s) exchange share or part with any financial or other information about the Debenture holder(s) available with the Issuer with its subsidiaries and affiliates and other banks financial institutions credit bureaus agencies statutory bodies as may be required
Debenture holder not a Shareholder Subject to the Debenture Trust Deed the Debenture holder(s) shall not be entitled to any right and privileges of shareholders other than those available
to them under the Act The Debentures shall not confer upon the Debentt5~r)(~IifI~
holders the right to receive notice(s) or to attend and to vote at any ge111- ~~ meeting(s) of the shareholders of the Issuer (5[ )~
r-)e i3 gt ~
Page 35 of 60--gt
Modification of Debentures or Information Memorandum Disclosure Document The Issuer may make modifications in the Information Memorandum Disclosure Document only upon receiving consent from the Debenture Trustee who in turn shall seek approval from majority Debenture holder(s)
Notices Any notice may be served by the Issuer upon the Debenture holders through post email fax or personal delivery addressed to such Debenture holder at his her registered address and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof All notice(s) to be given by the Debenture holder(s) shall be sent by post or email or fax or by hand delivery to the Issuer or to such persons at such address as may be notified by the Issuer from time to time through suitable communication and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof or at the expiry of the 3 rd day from the date such notice is dispatched whichever is earlier All correspondence regarding the Debentures should be marked Private Placement of Debentures
All notices from the Issuer shall be sent to the Debenture Trustee with copies to the Debenture Holders All notices to be sent by the Debenture Trustee to the Issuer andor the Promoters shall first be sent to the Debenture Holders for Debenture Holder Approval in terms of the Debenture Trust Deed The Debenture Trustee shall ensure and procure that any notice received by the Debenture Trustee from the Issuer andor the Promoters is shared by the Debenture Trustee with all the Debenture Holders of the Issuer within a period of 2 (two) Business Days from the date of receipt of such notice and in every event before the Debenture Trustee responds to such notice
Issue Procedure Only Eligible Investors as given hereunder may apply for the Debentures by completing the application form in the prescribed format as attached in Annexure 7 (Application Form) in BLOCK LETTERS in English as per the instructions contained therein The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the Application Form No application can be made for a fraction of a Debenture Application Forms should be duly completed in all respects and applications not completed in the said manner are liable to be rejected
The name of the applicants bank type of account and account number must be duly completed by the applicant This is required for the applicants own safety and these details will be printed on the refund orders and interest redemption payments c~~ F~~~gt
~ll ~~
~( ~ )~~Jy 11 ~
~ ~
Page 36 of60-~-~ ~
The Application Form must be accompanied by either demand draft(s) or cheque(s) drawn or made payable in favour of the Issuer or otherwise as may be set out in the Application Form and crossed Account Payee Only Cheque(s) or demand draft(s) may be drawn on any bank including a coshyoperative bank which is a member or a sub-member of the New Delhi Bankers Clearing House located If permitted the applicant may transfer payments required to be made in relation to any by electronic transfer of fundsRTGS to the bank account of the Issuer as per details mentioned in the Application Form
Application Procedure Eligible Investors will be invited to subscribe by way of the Application Form prescribed in the Information Memorandum Disclosure Document during the period between the Issue opening date and the Issue closing date (both dates inclusive)
Fictitious Application As a matter of abundant caution and although not applicable in the case of debentures attention of applicants is specially drawn to the provisions of sub-section (I) of Section 68A of the Act
Any person who (a) makes ina fictitious name an application to a company for acquiring or subscribing for any shares therein or (b) otherwise induces a company to allot or register any transfer of shares therein to him or any other person in a fictitious name shall be punishable with imprisonment for a term which may extend to five years
Basis ofAllotment The Investors will be required to remit the funds as well as submit the duly completed Application Form along with other necessary documents to Issuer by the Deemed Date of Allotment Deemed Date of Allotment for the Issue is 23-10-2013 by which date Investors would be intimated of allotment
Record Date The date falling seven days prior to the Due Date or if it happens to be a holiday then the immediately succeeding Business Day shall be the Record Date
Eligible Investors Only those Investors who have been addressed through a communication directly are eligible to apply No other Investor can apply All Investors are required to comply with the relevant regulationsguidelines applicable to them for investing in this issue of Debentures
Note Participation by potential Investors in the issue may be subject to statutory andor 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 ~egulatory requirements applicable t them inclu~i~~lctUi~ exchange controls and other requIrements Applicants ought to seek Independent l~~ -~lti and regulatory advice in relation to the laws applicable to them rtf ~t
Page 37 o~-) ~~
Application under Power of Attorney Original power of attorney or the relevant authority together with its certified true copy as the case may be along with the names and specimen signatures of all the authorized signatories and the tax exemption certificate document if any must be lodged at time of submission of the completed Application Form Further modifications additions in the power of attorney or authority should be notified to the Company at its registered office
Procedure for applying for Dematerialised Facility
I The applicant must have at least one beneficiary account with any of the Depository Participants of NSDLCDSL prior to making the application
2 The applicant must necessarily fill in the details (including the beneficiary account number and Depository Participants ID) appearing in the Application Form under the heading Details for Issue of Debentures in ElectronicDematerialised Form
3 Debentures allotted to an applicant will be credited directly to the applicants respective beneficiary account(s) with the Depository Participants
4 For subscribing to the Debentures names in the Application Form should be identical to those appearing in the account 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 in the Depository
5 Non-transferable allotment advicerefund orders will be directly sent to the applicant by the Registrar and Transfer Agent to the Issue
6 If incompleteincorrect details are given under the heading Details for Issue of Debentures in ElectronicDematerialised 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
7 For allotment of Debentures the address nomination details and other details of the applicant as registered with hisher DP shall be used for all correspondence with the applicant The applicant is therefore responsible for the correctness of hisher demographic details given in the Application Form vis-a-vis those with hisher Depository Participant In case the information is incorrect or insufficient the Issuer would not be liable for the losses if any
8 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 t- ~gti)L~-~(i ~page380~ ~
~nmiddotmiddotmiddotmiddot-middotmiddotmiddotmiddot ~lt---plusmn
Documents to be provided by Eligible Investors
Investors need to submit the following documentation as applicable
Memorandum and Articles of Association or other constitutional documents
Resolution power of attorney authorising investment
Specimen signatures of the authorised signatories duly certified by an appropriate authority
bull SEBI registration certificate (if applicable)
Copy ofPAN Card to be submitted
bull Application fonn (including RTGS details)
Mode of Payment All payments must be made through cheque(s)draft(s)transfersRTGS as set out in the Application Form
Depository Arrangements The Company has appointed Skyline Financial Services Private Limited as the Registrar and Transfer Agent for the present Issue and the Company shall make necessary depository arrangements with CDSL and NSDL for issue and holding of Debentures in dematerialised form
List of Beneficiaries The Issuer shall request the Depositories to provide a list of beneficiaries as at the end of the relevant Record Date This shall be the list which will be used for payments of interest or repayment of redemption monies or any other amounts payable on the Debentures as the case may be
Effect of Holidays Should any of the dates defined above or elsewhere in this Information Memorandum Disclosure Document (except the Deemed Date of Allotment) fallon a day other than a Business Day the immediately succeeding Business Day shall be considered as the effective date(s) In case Record Date book closure date falls on a day other than a Business Day the Business Day the succeeding day shall be the record date book closure date
Tax Deduction at Source Tax as applicable under the Income Tax Act 1961 or any other statutory modification or re-enactment thereof will be deducted at source on the interest payable on the Debentures Tax exemption certificatedocumentform under section 193 of the Income Tax Act 1961 if any must be lodged at th~ Registered Office of th~ Issuer at least fiftee~~~middot(iJ2~~ (15) days before the relevant mterest payment becommg due (~ 1
i t IJ W7i$0 ~---Page 39 of 6O____~ti-----
Letters of Allotment The Issuer shall issue a Letter of Allotment to each Debenture holder on the Deemed Date of Allotment The Debentures will be subsequently credited in dematerialised form within 2 (two) Business Days from the Deemed Date of Allotment
Deemed Date of Allotment All the benefits under the Debentures will accrue to the Debenture holders from the date of receipt of the application monies The actual allotment may take place on a date other than the Deemed Date of Allotment
Refunds For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within seven days from the Deemed Date of Allotment of the Debentures 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
Joint Holders Where two or more persons are holders of any Debenture(s) they shall deem to hold the same as joint tenants with benefits of survivorship
Mode of Transfer Debentures shall be transferred subject to and in accordance with the rules procedure as prescribed by the NSDL CDSL Depository participant of the transferor transferee and any other applicable laws and the rules notified in respect thereof 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 Transferor shall give delivery instructions containing details of the transferees DP account in his depository participant
Succession In the event of demise of Debenture holder the Company will recognize the executor or administrator of the deceased Debenture holder or the holder of succession certificate or other legal representative as having title to the Debentures The Company shall not be bound to recognize such executor administrator or holder of the succession certificate or other legal representatives as having title to the Debentures unless such executor or administrator obtains probate or letter of administration or such holder is the holder of succession certificate or other legal representation as the case may be from a competent Court in India having jurisdiction over the matter The Company may in their absolute discretion where it thinks fit dispense with production of probate or letter of administration or succession ~--~gt
l
certificate or other legal representation in order to recognize such holder ~1 ~)t)
Page 40 of6~ Vv pound ~o-middot~-
bull ~f V
being entitled to the Debentures standing in the name of deceased Debenture holder on production of sufficient documentary proof or indemnity
Nomination In the event of however a deceased Debenture holder(s) having nominated any person entitled to be registered as the Debenture holder in the event of his death such nominee shall be registered as the Debenture holder in place of the deceased Debenture holder
Page 41 of 60 shy
OTHER REGULATORY AND STATUTORY DISCLOSURES
Stock Exchange Disclaimer Clause It is to be distinctly understood that filing of this Information Memorandum Disclosure Document with the Stock Exchange should not is any way be deemed or construed that the same has been cleared or approved by the Stock exchange The Stock Exchange does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue has been made or for the correctness of the statements made or opinions expressed in this Information MemorandumDisclosure Document
Listing Disclaimer The Debentures are proposed to be listed on the Wholesale Debt Market segment of the BSE The Company shall comply with the requirements of the listing agreement to the extent applicable to it on a continuous basis and shall complete all formalities relating to listing of the Debentures
Companys Disclaimer Clause The Company certifies that the disclosures made in this Information MemorandumDisclosure Document are generally adequate and III
conformity with SEBI Regulations Further the Company accepts no responsibility for statements made otherwise than in the Information MemorandumDisclosure Document or Security Documents or any other material issued by or at the instance of the Company and anyone placing reliance on any source of information other than this Information Memorandum Disclosure Document and the Security Documents would be doing at their own risk and the Company will not be liable for such reliance
Issue of Debentures in Dematerialised Form The Debentures will be issued only in dematerialized form The Issuer has made arrangements with the Depositories for the issue of the Debentures in dematerialized form Investors will have to hold the Debentures in dematerialized form as per the provisions of Depositories Act 1996
Consents ILampFS Trust Company Limited has given its written consent for its appointment as debenture trustee to the Issue under Regulations 4(4) of the SEBI Regulations and inclusion of its name in the form and context in which it appears in this Information Memorandum Disclosure Document __
4ti)~ ~ A )ro)
C
Page 42 of60
ANNEXURE 1 SUMMARY TERM SHEET
--------------------------------------------------------------------------- shyIssuer Orris Infrastructure Private Limited
Instrument Secured Cumulative Redeemable Non-Convertible Debentures
Total number of 200 NCDs Face Value ~ 10000000- (Rupees One Crore only) per Debenture
Issue Size ~ 2000000000- (Rupees Two Hundred Crores only)
Issue Price At its face value ie ~ 10000000- (Rupees One Crore only) per Debenture
Mode of Private Placement Placement Object of the The proceeds from the issue shall be utilized for the general Issue corporate purposes of the Company
Form of listed Dematerialised issuance Deemed Date of 23-10-2013 or any other date as decided by the Issuer Allotment
Tenor 48 (forty eight) months from the Deemed Date of Allotment
Redemption After expiry of the Moratorium Period the Issuer shall redeem the Debentures in equal monthly installments over a period of 33 (thirty three) months on each Due Date subject to premature redemption as permitted under the Debenture Trust Deed
Moratorium Period of 15 (Fifteen) months from the Deemed Date of Allotment Period Interest Rate Interest will be payable at the interest rate of 20 (Twenty percent)
per annum payable monthly on the Outstanding Amounts as per the Payment Schedule (refer Annexure 2 to this Information Memorandum Disclosure Document)
The first installment for interest payment shall also include an additional amount equivalent to 125 (one point two five percent) of the issue size (excluding any applicable taxes) to the Debenture holders in proportion to the Debentures held by them
Market Lot One (1) Debenture
Minimum Application
Early Repayment
Escrow Mechanism
------shy
Subject to the conditions specified in the Debenture Trust Deed (Premature Redemption) the Issuer shall have a onetime option to prematurely redeem in a single tranche and not exceeding 25 (twenty five) of the outstanding Debenture Principal Amount at any time after expiry of the 24 (twenty four) months from the Deemed Date of Allotment till the expiry of 30 (Thirty) months of the Deemed Date of Allotment (Premature Redemption Period) The Premature Redemption shall be exercised in a single tranche and shall be subject to fulfillment of each of the following conditions that the Company prematurely redeems Debentures equivalent to an amount in the multiples of ~ 50000000- (Rupees Five Crores Only) with the minimum amount being ~ 150000000- (Rupees Fifteen Crores Only) for redemption in excess of the amounts permitted for Premature Redemption as specified above the Issuer shall pay a premature redemption premium of 2 (two percent) on the amount being redeemed and paid by the Issuer plus applicable service tax or other statutory levy if any subject to deduction of income tax at the rate prescribed under the Income Tax Act 1961 (Premature Redemption Premium) subject to the Escrow Mechanism below the Issuer shall have the option to prematurely redeem the Debentures after the expiry of the Premature Redemption Period without paying any Premature Redemption Premium provided such amounts are in accordance with sub-clause (a) above and any redemption of Debentures by the Issuer in accordance with this Deed shall be proportionate redemption of all the Debentures together through reduction in face value of each Debenture Further the redemption of the Debentures may be carried out in accordance with the Escrow Mechanism mentioned below
All receivables from the Project will be deposited by the Company in an Escrow Account All monies deposited in the Escrow Account shall be utilized in following order Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal with respect to the Debentures Only upon satisfaction of the requirement of (1) and (2) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account towards withdrawal of upto ~ 900000000 (Rupees Ninety Crores only) by the Company After withdrawal of ~ 900000000 (Rupees Ninety Crores only) by the Company
Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal witl]_x~secttyct to
-_8f~~the Debentures (f~X-~~~
~ ) Page 44 amp1 ~____~i
--------------------------------------- -- -------------
Debt Service Reserve Account (DSRA)
Put Option
Issue open on
Issue closed on
Basis for Interest calculation
Listing
Depository
Credit Rating
Security
Only upon satisfaction of the requirement of (a) and (b) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account 60 (Sixty percent) of any further monies in the Escrow Account shall be used to accelerate the redemption of the Debentures and the remaining 40 shall be withdrawn by the Company
Shall mean an amount being not less than ~ 60000000 (Rupees Six Crores only) to be maintained by the Company in the Escrow Account at all times
In the event of a default as defined iIi the Debenture Trust Deed the Debenture Trustee (on instructions from the Debenture holders) can exercise a put option on the Promoters to buy back the entire outstanding Debentures
04-10-2013 or any other date as decided by the Issuer
23-10-2013 or any other date as decided by the Issuer
Interest payable on the Debentures shall accrue on a day to day basis and shall be computed on the basis of 365 (Three Hundred Sixty Five) days divided equally for each of the twelve calendar months
At the WDM segment of the BSE
NSDL and CDSL
ICRA B+ by ICRA Limited
The Debentures together with any interest accrued thereon and outstanding amounts Debenture Trustees remuneration and all costs charges expenses and all other monies due in respect of the Debentures shall be secured by
First and exclusive charge on all Project Receivables through the Deed of Hypothecation together with the Escrow Agreement and such charge will be superior to any other claims on the Project Receivables First and exclusive charge on all amounts lying to the credit of the Escrow Account under the Deed of Hypothecation First and exclusive charge by way of equitable mortgage on the Commercial Property (Mortgaged Property) through execution of a registered Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property in favour of the Debenture Trustee together with a declaration cum undertaking from CDPL declaring the creation of mortgage by deposit of titly-~Si~6d~~ the
I-SI ~~
Page 4~60
----------------------------------------------------------------------------------Commercial Property in terms of the memorandum of entry Equitable mortgage and exclusive charge over FSI equivalent to 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of the Commercial Project together with all the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
Exclusive charge over all the rights title interest benefits claims demands of any nature whatsoever of the Company under andor in respect of the CDPL Collaboration Agreements for development and construction of the Commercial Colony and the entire FSI in the Commercial Project along with proportionate undivided interest in the underlying land and without limitation the following the right to compel performance thereunder and to substitute or be substituted for the Company thereunder and to substitute and be substituted thereunder for the Company thereunder and to commence and conduct either in the name of the Company or in its own name or otherwise any proceedings against any person in respect of any breach of the CDPL Collaboration Agreements and all claims of the Company including in any proceedings against all or any such persons to any amounts owing to or received by the Company thereunder and the rights and benefits of all Approvals to the extent capable of assignment together with the right to further assign any of the CDPL Collaboration Agreements and such Approvals to any Person Pledge of shares representing the entire issued and paid up share capital of CDPL under the Deed of Pledge Personal Guarantee of Sh Vijay Gupta Sh Amit Gupta and Smt Kusum Gupta and Cheques
Security Creation The Security shall be created in the favour of the Debenture Trustee on or before the Deemed Date of Allotment
Representation The representations and warranties of the Company will be set out and Warranties in the Debenture Trust Deed
Event ofDefault All events of default as set out in the Debenture Trust Deed
Upon occurrence of such event of default Debenture Trustee shall (on instruction from the Debenture holders) issue a written notice of default to the Company and grant to the Company a cure period in accordance with the terms of Security Documents
The consequences of an event of default shall be governed_lgtY the provisions in the Security Documents and shall inclu9~~ayfu~i1t of
default interest and enforcement of the Security in the manner specified In the Security Documents including appointment of nominee director(s)
Default Interest An additional interest of 4 pa (four percent per annum) over and Rate above the Interest Rate (as defined hereinafter) (viz the default
interest rate shall be 24 (twenty four percent) payable in relation to the Debentures and the Outstanding Amounts payable In accordance with Security Documents
Registrar and Skyline Financial Services Private Limited Transfer Agent
Compliance All provisions clauses regulations specified by GOISEBIRoCBSE with respect to issue and listing of Redeemable and Secured Non-Convertible Debentures shall be complied with by the Company
Assignment Each Investor may transfer or dispose a part or the whole of its Transferability Debentures without the Companys consent
Governing Law The governing law will be the laws of India and the parties submit to and Jurisdiction the exclusive jurisdiction of the courts in Delhi
~-~---~-~
u c tL ~If) -~~-J bull (
Page 47 of60
ANNEXURE 2 PAYMENT SCHEDULE
Due date
Month 0
Last Day ofMonth 1
Last Day ofMonth 2
Last Day ofMonth 3
Last Day ofMonth 4
Last Day ofMonth 5
Last Day ofMonth 6
Last Day of Month 7
Last Day ofMonth 8
Last Day of Month 9
Last Day of Month 10
Last Day of Month 11
Last Day of Month 12
Last Day of Month 13
Last Day of Month 14
Last Day ofMonth 15
Last Day of Month 16
Last Day of Month 17
Last Day of Month 18
Last Day ofMonth 19
Last Day ofMonth 20
Last Day of Month 21
Last Day of Month 22
Last Day ofMonth 23
Last Day of Month 24
Last Day ofMonth 25
Last Day of Month 26
Last Day ofMonth 27
Outstandino D b t b
e en nre1 su )scrIptlOn amount
I dat mont I en
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
1939393939
1878787879
1818181818
1757575758
1696969697
1636363636
1575757576
1515151515
1454545455
1393939394
1333333333
1272727273
I nterest
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
32323232
31313131
30303030
29292929
28282828
27272727
26262626
25252525
24242424
23232323
22222222
Debenture Payment to I t D b tSll )SCrIP Ion e en nre
t H Idamoun 0 ers
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
60606061 93939394
60606061 92929293
60606061 91919192
60606061 90909091
60606061 89898990
60606061 88888889
60606061 87878788
60606061 86868687
60606061 85858586
60606061 84848485
60606061 83838384
60606061 8~~3 j()gt t~( S( )Page48~60
-
Due date su
Last Day of Month 28
Last Day of Month 29
Last Day of Month 30
Last Day of Month 31
Last Day ofMonth 32
Last Day of Month 33
Last Day of Month 34
Last Day of Month 35
Last Day of Month 36
Last Day of Month 37
Last Day of Month 38
Last Day of Month 39
Last Day of Month 40
Last Day of Month 41
Last Day of Month 42
Last Day of Month 43
Last Day of Month 44
Last Day ofMonth 45
Last Day of Month 46
Last Day of Month 47
Last Day of Tenor
Outstandino D b t b
b ~ t~n ure t SCrIp Ion amoun
t th da mon en
1212121212
1151515152
1090909091
1030303030
969696970
909090909
848484848
787878788
727272727
666666667
606060606
545454545
484848485
424242424
363636364
303030303
242424242
181818182
121212121
60606061
Debentme Payment to Interest subscription
t amoun Debenture
H ld0 ers
21212121 60606061 81818182
20202020 60606061 80808081
19191919 60606061 79797980
18181818 60606061 78787879
17171717 60606061 77777778
16161616 60606061 76767677
15151515 60606061 75757576
14141414 60606061 74747475
13131313 60606061 73737374
12121212 60606061 72727273
11111111 60606061 71717172
10101010 60606061 70707071
9090909 60606061 69696970
8080808 60606061 68686869
7070707 60606061 67676768
6060606 60606061 66666667
5050505 60606061 65656566
4040404 60606061 64646465
3030303 60606061 63636364
2020202 60606061 62626263
1010101 60606061 61616162
The interest payment on the first Due Date shall vary depending on the date onwh~h the
application monies for Debentures arc received til 1~~1
1bull kAij~ lt laquo~~gt ~
-
--
Page 49 of60
ANNEXURE 3
UNDERTAKING BY THE COMPANY
The Company undertakes that bull In the event the Debentures are issued in physical form the Company
shall use a common form of transfer
bull It will provide on a half yearly basis a compliance certificate duly certified by the Debenture Trustee to the Debenture holders in respect of compliance with the terms and conditions of Issue as contained in this Information Memorandum Disclosure Document and
bull Every credit rating obtained shall be periodically reviewed by the Credit Rating Agency and any revision in the rating shall be promptly disclosed by the Company to the Stock Exchange Any change in rating shall be promptly disseminated to Debenture holders and prospective Investors in such manner as the BSE may determine from time to time All information and reports on the Debentures including compliance reports filed by the Company and the Debenture Trustee shall be disseminated to the Debenture holders and the general public by placing them on the website of the Company and shall through the Debenture Trust Deed request the Debenture Trustee to place the same on its website
bull The above Information Memorandum Disclosure Document IS
compliant with all disclosures required to be made for listing of senior non-convertible debentures on a private placement basis on a recognized stock exchange as specified in Schedule I under Regulation 21 of the Securities and Exchange Board of India (Issuing and Listing of Debt Securities) Regulations 2008
laquo~~(~I0~~ For o~InCr ~cture Private Limited
~~WIVijay~
(Chairman)
Page 50 of60
ANNEXURE 4
CREDIT RATING LETTER FROM ICRA LIMITED
Ie R A Limited
Ref DRAT2013-140-362
Mr Sanjay Aggarwal VP - Accounts amp raxation Orris Infrastructure Private Limited J-105 DLF Phase -II MG Road Gurgaon - 122002 Haryana
May 21 2013
Dear Sir
Rc ICRA-assigned Credit Rating for Rs 200 crore NCD Programmc of Orris Infrastructurc l)rivate Limited (instrument details in Annexure)
Please refer to your Rating Requisition dated May 112013 and the subsequent Rating Agreement of May 162013 for carrying out the rating of the aforesaid Bond Programme The Rating Committee
of ICRA after due consideration has assigned a [ICRAIB+ (pronounced as ICM B plus) rating
to the captioned Bond Programme
We would appreciate if you can sign on the duplicate copy of this letter and send it to us within 7
days from the date of this letter as confirmation about the use of the assigned rating The rationale
for assigning the above rating will be sent to you on receipt of your confirmation about the use of our rating as above Any intimation by you about the above rating to any BankerLending
AgencyGovernment AuthoritiesStock Exchange would constitute use of this rating by you
This rating is specific to the terms and conditions of the proposed issue as was indicated to us by you
and any change In the tenns or size of the issue would require the rating to be reviewed by us If
there is any change in the terms and conditions or size of the instrument rated as above the same must be brought to our notice before the issue of the instrument If there is nny such change after the
rating is assigned by us and confirmed to use by you it would be subject to our review and may result in change in the rating assigned
ICRA reserves the right to suspend withdraw or revise the above at any (ime on the basis of new information 01 unav~ilability of information or such other circumstances which ICRA believes may
have an impact on the rating assigned to you
The rating as aforesaid howeVer should not be treated as a recommendation to buy sell or hold the
bonds to be issued by you If the instrument rated as above is not issued by you within a period of 3
BuUding No 5 2 Floor TeL + 91 - 124 - 4545300 wOiosite wwwicraJn Tower A DLF cyber City Fax + 91 - 124 - 4050424 email infoicralndiacom Phase ll Gurgaon 122002
Regd Office 1105 Kailash Building 11 Floor 26 Kastuma Gandhi Marg NeW Delhi - 110001
RATING RES EAR eli INFORMATION
months from the date of this letter communicating the rating the same would stand withdrawn unless
revalidated before the expiry of 3 months
You arc required to forthwith inform us about any default or delay in repayment of intcrest or
principal amount of the instrument mtcd as above or any other debt instruments borrowing Y nu are also required to keep llS forthwith informed of any other devclopments which may have a direct
or indirect impact on the debt servicing capability of the company including any proposal for reshy
schedulement or postponement of the repayment programmes oCthe dues debts of the company with
any lendcr(s) investor(s)
You are required to inform us immediately as and when the borrowing limit for the instrument rated
as above or as prescribed by the regulatory authority (ies) is exceeded
We thank you for your kind cooperation extended during the course of the rating exercise Should
you require any clarification please do not hesitate to get in touch with us
With kind regards
Yours sincerely
for IeRA Limited
-- Iobit Inamdar S (Senior Vice President) (Analyst)
Page 52 of60
Annexure
Details of the bank limits rated by leRA (Rated on long term seale)
Page 53 of60
I eRA limited AIIA~fIiI ofMoltldyIInvllllttmI ~
Ref DRATfl013middot140middot3611
Date August 222013
MI Sanjay AggarwaJ VP - Accounts amp Taxation Orris Infrastructure Private Limited JmiddotIO5 DLF Phasemiddotll MG Road Gurgaonmiddot J22002 Haryana
Dear Sir
Re leRA ruting for Rs 2000 crote NCD Progrumme of Orris Infrastructure Private Umlted
This is with reference to your letter dated August 9 2013 for re-validating your rating for the Rs 200 erore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Boods programme ofyour company and last communicated to you vide QuI letter dated May 212013 stands The other terms and conditions for the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DlRAT12013middot 1410-362 dated May 2013 stands
With kind regards For lCRA Limited
(Senior Vice President)
T~middot + 91middot 124 bull ~ website VWW bulliCfSio fw + 91 124 -~ email info~middoticralndiagtcom
Page 54 of60
Ie R A Lim
Ref DfRAT2013-14O-364
Date October 03 2013
Mr Sanjay Aggarwal VP - Accounts amp Taxation Orris Infrastructure Private Limited J-105 DLF Phasemiddotmiddotll MG Road Gurgaon - 122002 Haryana
Dear Sir
Re ICRA rating for Rs 2000 crOTe NCD Programme of Orris Infrastructure Private Limited
This is with reference to your letter dated September 03 2013 for re-validating your rating for the Rs 200 crore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Bonds programrne of your company and last conununicated to you vide our letter dated August 22 2013 stands The other terrns and conditions fur the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DRATI2QI3middot 14()362 dated May WI3 stands
With kind regards For [eRA Limited
Vi (Senior Vice President)
Buildlng No 2 Iloot Tel + 81 124 - 4545300 websf1e WWWJCf8D
Tower A Cyber Oily Fax + 91 124 bull 4000424 ilImaH lnfoicralfldliLcof1
Phase II Gurgaonmiddot 1~
Regd Offictl noo iltailash Building i 1 Floor 26 KDtwoo Qandhi Marg New Delhi bull 110001
RATING RES EAR C H INfORMATION
Page 55 of60
ANNEXURE 5
CONSENT LETTER FROM DEBENTURE TRUSTEE
Ref No 1750 ITCL JUtmiddots I ru~1 Company Limilt~d
September 30 2013
Orris Infrastructure Private limited (Company) Jmiddot105 OLF PhaSe - 11 MG Road Gurgaon 122002
Kind Attention Mr Vljay Gupta Director
Sub listed Secured Redeemable Non Convertible Debentures (NCDs) aggregating to Rs 200 crs proposed to be issued by the Company on private placement basis
Dear Sirs
This is with reference to our discussion regarding appointment of ILampFS Trust Company limited (ITCL) as Debenture Trustee for the proposedlssue of listed Secured Redeemable NCDsof Rs 1 crore each aggregating to Rs 200 crs to ~ issued by the Company on private placement basis In this regard VIle do hereby give out consent to act as the Debenture Trustee subject to the Company agreeing to the following conditions
1 The Company agrees and undertakes to create the securities over such terms and conditions as detai~d in the signed Information Memorandum as submitted to us and execute the Debenture Trust Deed and other necessary security documents as required
2 The Company agrees amp undertakes to pay Debenture Trustees so long as they hold the office of the De~nture Trustee remuneration as stated in appointment letter dated July 30 2013 for the services as Debenture Trustee in addition to all legal travelling and other costS charges and expenses which the Debenture Trustee or their officers employees or agents rnayiocur in relation to execution of the Debenture Trust Deed and all other documents affecting the Security till the monies in respect of the Debentures have been fully paid-off and the requisite formalities for satisfaction of charge in aU respects have been complied with
3 The Company agrees ft undertakes to comply with the provisions of SEal (Debenture Trustees) Reguliltions 1993 SE61 (Issue and Listing of Debt Securitles) Regulations 2008 SEBICircutar No$EaIIlMOOfgtl1Sondl2oo911 105 dated 11052009 on Simplified Listing Agreement for Debt Securities read with the SEBl Circular No SEBIIIMDDOF-1 tBONDlClr-5120o9 dated the 16th November 2009 the Companies Act 19l)6 ilnd other applicable proviSions I circulars guidelines etc as applicable and amended from time to time and agrees to furnish to Trustees such information in terms of the same on regular basis
Sincerely For ILftFS Trust Company lilDi~d
lL__~~ ~ ~ ~~~ --- ~
Authorized Signatory
lUfFS Finru1 Centre PloINo C 22 G Block 5th Floor Bjr Kurio Complex Bandra (Eastl Mumbamiddotmiddot 40(K)SI INDIA
Bangalor( Office ILEtFSTru1 (ompally Ltdbull ALmiddotLalheef 151 Floor No 2Unioll Slreet Offlnanlry Raad Banglore 5hlX)OI INDIA
New Delhi Offire ILftFSTrusl (ompY tId Amiddot26a lsI Ploor Bhishm Pithamah Marg DefencfCoony New Delhi - 110024 INDIA
Kolkala Offilaquo ILftfSTrusl Company Ltd ILIIFS Constantia lnlflPor n Dr11 lIt Bramachari Street Kolkata bull 700017 INDIA
Page 56 of60
ANNEXURE 6
CONSENT LETTER FROM REGISTRAR AND TRANSFER AGENT i
Skyline Financial Serrr)ices Pvt Ltd SEBI REGISTERED CATEGORY1 REGk)IRARS ampSHARE TRANSfRAtgtENT D153A Ht Floor () nol Area Ph bullbullbullI New Dolhmiddot llO 020 1 9 middot1126812682 2S612~83 EmiddotmaI nOlltyhOaccrn tte-oSi$ wwwSiltyllnfHla_all1
August 29 2013
MrVlneel Kumar Gupta
Sr Manaler Secretarial
Orris InfraSlrucllJre Private Limited
Orris la M G Road
Gurgaoo - 1iG 002 (Hr)
Sub Consent to aet as Registrar to Issue and TfBllSfer Agent
DearSJr
Thls1s in reference 10 YOllr email datild AugJS1 29 2013 We hereby give our consent to act as 21
Registrar to IsSue and Transfer Agent for your propOSed issue of 1O - conveo1ibledebentures Of Rs
20000 Crore (jl1d our name IS Registrar to i$sueandShare Transfer agent may please be included in
Thanking you Y()ursfailhfufy
Vice- President
Page 57 0[60
--
-------
ANNEXURE 7
APPLICA TION FORM
ORRIS INFRASTRUCTURE PRIVATE LIMITED Registered Office RZ-D-5 Mahavir Enclave New Delhi 110045
Corporate Office 1-105 DLF Phase II Mehrauli Gurgaon Gurgaon -122002
Application No ___ Date
Dear Sirs
VWe have read and understood the terms and conditions of issue by Orris Infrastructure Private Limited of senior secured cumulative redeemable Non-Convertible Debentures of face value ~ 10000000 (Rupees One Crores only) having a coupon rate of 20 pa on a private placement basis on the face value aggregating to ~ 2000000000- (Rupees Two Hundred Crores only) (Debenture) contained in the Information Memorandum Disclosure Document dated __2013 VWe bind ourselves to the terms and conditions as contained in the Information Memorandum Disclosure Document and wish to apply for allotment of these Debentures The amount payable on application as shown below is remitted herewith On allotment please place myour name(s) on the Register of Debenture holder(s)
(Please read carefully the instructions on the next page before filling this form)
No of Debentures applied No in figures No in words for
Amount (~)
Detal s I 0 f payment ChequesDemand Date Drawn on Bank DraftlRTGS Details
Applicants Name amp Address in full (please use capital letters)
Pin Code Telephone I Fax Email
I Status Bankin~ Company ( ) Insurance Company ( ) Other ( ) (specify in case of others) Name of Authorized Signatory Designation Signatures Signatoty
Details of Bank Account Bank Name amp Branch Nature ofAccount Account No IFSCINEFT Code middot)---~1
-- --
Depository Details
I1We the undersigned want to hold the Debentures of the Company in the dematerialised fonn Details of myour Beneficiary Account are given below
Depository Participant Name - shy
DPID
Beneficiary Account Number shy
Name of the Applicant
() II We understand that in case of allotment of Debentures to my lour Beneficiary Account as mentioned above would be credited to the extent of Debentures allotted
Taxpayers PAN I GIR No IT CircleIW ardlDistrict ( ) Not Allotted
Tax Deduction Status () Fully ( ) Tax to be ()Yes ONo Exempt deducted at
Source
I1We hereby understand that the Company has not provided and will not provide any material or other infonnation regarding the Debentures except as included in the Infonnation Memorandum Disclosure Document
Signature of the Applicant _________________(Tear here)__________
ACKNOWLEDGEMENT SLIP
Application No Date -- shyReceived From
1shy----------------------~
By ChequelDemand DraftlRTGS No
drawn on towards application for ______ Debentures (Chequesl Demand Drafts are subject to realisation)
For Orris Infrastructure Pvt Ltd
For all further correspondence please contact INFRASTRUCTURE PRIVATE LIMITED Tel +91 124-4979200
Page 59 of60
10
INSTRUCTIONS
You must complete application in full in BLOCK LETTERS IN ENGLISH
2 Your Signatures should be made in English or in any of the Indian languages
3 Application forms duly completed in all respects together with high value Cheques Pay Order Demand Drafts must be lodged at the Orris Infrastructure Private Limited Corporate Office (as provided above)
4 Payments through RTGS shall be made as follows
Beneficiary Account name Orris Infrastructure Private Limited IFSC Code UTIB0000056 Bank Account No 056010200015303 Bank Axis Bank Ltd Branch Sec-14 Gurgaon
5 The Cheque(s)Demand Draft(s) of high value clearing zone should be drawn in favour of ORRIS INFRASTRUCTURE PVT LIMITED and crossed Ale payee only Cheque(s)Demand draft(s) may be drawn on any scheduled bank and payable at Delhi
6 Mr Vineet Gupta as authorised representative of the Company will issue the Acknowledgement Slip (appearing below the Application Form) as acknowledgement of receipt of applications No separate receipt will be issued
7 You should mention your Permanent Account Number or the GIR number allotted under Income- Tax Act 1961 and the Income-Tax CirclelWardlDistrict In case where neither the PAN nor GIR number has been allotted the fact of non-allotment should be mentioned in the application form in the space provided
8 The application would be accepted as per the terms of the issue outlined in the Information Memorandum Disclosure DOC~fii
r1- -~0 gt tl~~ ~gt
j )j~ (~~ ~O
~ shy
Page 60 of60
Document has not been sent by or on behalf of the Issuer shall be rejected without assigning any reason
The Issuer does not undertake to update the Information Memorandum Disclosure Document to reflect subsequent events after the date of the Information Memorandum Disclosure Document and thus it should not be relied upon with respect to such subsequent events without first confirming its accuracy with the Issuer
The distribution of this Information Memorandum Disclosure Document and the offering and sale of the Debentures may be restricted by law in certain jurisdictions Person(s) into whose possession this Information Memorandum Disclosure Document comes are required to inform themselves about and to observe any such restrictions This Information Memorandum Disclosure Document does not constitute nor may it be used for or in connection with an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation No action is being taken to permit an offering of the Debentures or the distribution of this Information Meinorandum Disclosure Document in any such jurisdiction
This Information Memorandum Disclosure Document is strictly for a private placement and is only an information brochure for private use by the Eligible Investors Nothing in this Information Memorandum Disclosure Document shall constitute andor deem to constitute an offer or an invitation to an offer to the Indian public or any section thereof to subscribe for or otherwise acquire the Debentures Further since the Issue is being made on a private placement basis the provisions of Section 60 of the Act shall not be applicable and accordingly a copy of this Information Memorandum Disclosure Document has not been flIed with ROC or SEB
RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulflI its obligations in respect of the Debentures issued under this Information Memorandum Disclosure Document All of these factors are contingencies which mayor may not occur and the Issuer is not in a position to express a view on the likelihood of any such contingency occurring
In addition certain factors which are material for the purpose of assessing the market risks associated with the Debentures issued under the Information Memorandum Disclosure Document are also described below
The Issuer believes that the factors described below represent the principal risks inherent in investing in Debentures issued under the Informa~ Memorandum Disclosure Document but the inability of the Issuer yenlaquo~tfie
(~( )I)pagel~~i~
case may be to pay interest principal or other amounts on or in connection with any Debentures may occur for other reasons and the Issuer does not represent that the statements below regarding the risks of holding any Debentures are exhaustive Prospective Investors should also read the detailed information set out elsewhere in this Information MemorandumDisclosure Document and reach their own views prior to making any investment decision
The following are the risks envisaged by the management and Investors should consider the following risk factors carefully for evaluating the Company and its business before making any investment decision If any one of the following stated risks actually occurs the Companys business financial conditions and results of operations could suffer and therefore the value of the Companys debt securities could decline
Note Unless specified or quantified in the relevant risk factors the Company is not in a position to quantify the financial or other implications of any risk mentioned hereinbelow
bull Legality of Purchase A prospective Investor of the Debentures will be responsible for the lawfulness of the acquisition of the Debentures whether under the laws of the jurisdiction of its incorporation or the jurisdiction in which it operates or for compliance by that prospective Investor with any law regulation or regulatory policy applicable to it
bull A Slowdown in Economic Growth in India could Cause the Companys Business to Suffer The Companys performance and the quality and growth of its assets are necessarily dependent on the health of the overall Indian economy A slowdown in the Indian economy could adversely affect its business
bull Terrorist Attacks Civil Unrest and other Acts of Violence or War involving India and other Countries could Adversely Affect the Financial Markets and the Companys Business Terrorist attacks and other acts of violence or war may negatively affect the Indian markets and may also adversely affect the worldwide financial markets These acts may also result in a loss of business confidence In addition adverse social economic and political events in India could have a negative impact on the Company Such incidents could also create a greater perception that investment in Indian companies involves a higher degree of risk and could have an adverse impact on the Companys business
bull Uncertain Trading Markets and Liquidity Risk The Company cannot assure holders of the Debentures that a trading market for their Debentures will ever develop or be
Debenture holders may not be able to sell such Debentures readily or at prices that will enable them to realize their anticipated yield
bull The Company is Subject to Volatility in Cash Flows The Companys receipts from its customers are linked to the progress of construction on its projects and the creditworthiness of its customers Any delay in the receipts from its customers could impact the cash flows of the Company
bull Credit Risk Prospective Investors should be aware that receipt of any interest payment and principal amount on the Debentures is subject to the credit risk of the Issuer In the event that bankruptcy proceedings or composition scheme of arrangement or similar proceedings to avert bankruptcy are instituted by or against the Issuer the payment of sums due on the Debentures may be substantially reduced or delayed
bull Licences The Companys business requires grantrenewalextension of various licences approvals permissions from appropriate authorities under the applicable laws Any delay in grantrenewalextension of or refusal of appropriate authorities to grantrenewextend such licences approvals permissions could have an adverse impact on the business of the Company
bull MOUs and Collaboration Agreements The Company enters into MOUs collaboration agreement or other agreements to acquire title or land development rights with respect to certain lands for which the Company makes partial payments to land owners and Companys failure to meet the conditions of the MOUs collaboration agreements may adversely affect its business financial condition and results of operation
J
GENERAL INFORMATION
L Name and address of the Registered Office of the Company
Orris Infrastructure Private Limited RZ-D-5 Mahavir Enclave New Delhi 110045 Phone +91 1244979200 Fax +91 (0)124235329192 Email infoorrisin
2 Compliance Officer The details of person appointed to act as Compliance Officer for the purpose of this Issue is set out below
Vineet Gupta J-105 DLF Phase II Gurgaon 122002 Phone +91 124-4979200 Fax +91 11 2353291 Email vineetorrisin
3 Auditors
PR Kumar amp Company C-24 Safdarjung Development Area Main Aurbindo Marg New Delhi 110016 Phone +91 11 47118888 Fax +91 11 47118855 Email prkum~prkumarcom
4 Debenture Trustee
IL amp FS Trust Company Limited ILampFS Financial Centre 3rd Floor Plot No C-22 G Block Bandra Kurla Complex Bandra - East Mumbai - 400051 Phone +91 2226593810 Fax +91 2226533297 Email asstvicepresidentilfsindiacom
5 Registrar and Transfer Agent to the Issue
Skyline Financial Services Private Limited D-153 A 1st Floor Okhla Industrial Area Phase -I New Delhi 110020 Phone +91 11 30857575 Fax +91 11 30857562 Email adminskylinertacom~-t------
Page 13 of60tv))
-----~
6 Credit Rating Agency
ICRA Limited 1105 Kailash Building 11th Floor 26 Kasturba Gandhi Marg New Delhi 110001 Phone +91 11 2335794050 Fax +91 11 23357014 Email infoltq)icraindiacom
7 Details of Board of Directors
The following table sets forth details regarding the Companys Board of Directors as on the date of this Information Memorandum Disclosure Document
3260 Janakpuri New Delhi Managing Director 110058
Amit Gupta Joint- Managing Director C-3260 Janakpuri New Delhi 110058
None of the above Directors appear in the RBI defaulter list
Profile of Directors
Mr Vijay Gupta - Chairman and Managing Director Mr Gupta aged 55 years commerce graduate from Delhi University is a real estate veteran He has over 22 years of experience in handling Sale Leasing and management of land office buildings shopping centers residential and income generating properties and is a well-known name among known and building developers in the Northern India Mr Gupta has acted as Land consolidator and sold big land holdings to Builders and developers like D LF Vatika Sun City and several others in NCR region Mr Gupta has great credibility in the market for timely payment transparency and fair transaction
Mr Gupta has pioneered in providing real estate solutions to new age corporate and the IT Industry He has intricate knowledge and clear vision of the real estate sector He has helped in creating landmark structures in reflecting new standard of excellence in the real estate industry
Mr Vijay Gupta has negotiated and guided the company to enter into a very prestigious collaboration deal with DLF - the leading number one brand in development of real estate in India to develop 49288 acres of commercial land in the NCR region The company will get a great mileage from this agreement as besides the developed area the property will be Co-Branded as DLF ORRIS DLF has agreed to co brand the development due to this location advantage and future Prospects olt0Jcfl~
q~dj
~~~e 14 of 60 -_
ImiddotJIiIMJff tlmiddotiAIIfiiJilIIfIii Mi rug ~IY_ ~icent
Mr Amit Gupta - Joint Managing Director Mr Amit Gupta son of Mr Vijay Gupta aged 32 years is young talented and has great business sense He has coordinated and developed several real estate projects in Gurgaon and adjoining areas Mr Amit Gupta has negotiated several land deals to the benefit of the company and is an expert in such deals
He is working out the details with architect to start the proposed housing project in the next couple of months He is in advance stage of negotiation for several other projects of the group
Mr Amit Gupta has a vision to make ORRIS a name to reckon with by providing real estate solutions to all and set bench mark constantly for itself and evolve a strategy of transparency and credibility
ISSUER PROFILE
1 Brief summary of Business Strength and Strategy Named after an extraordinary flower known for its fragrance Orris believes in leaving an everlasting fragrance in the minds of its customers stakeholders and society at large Orris is driven by passion and qUality At Orris we strive for perfection Our services range from real estate to energy from hospitality to education golf and much more Corporate social responsibility is embedded in our DNA Our journey is guided by a strong vision unshakable foundation and driven by quality and excellence service focused towards serving and offering our customers more than they expect Mr Vijay Gupta began his journey when he laid the foundation for Orris in 2008 His dream to usher India into a new era prompted him to found Orris From being a land consolidator and financier to starting his own real estate division he has come a long way scripting successes on his way Owing to his spectacular endeavors the company has been honored by the industry with the award prestigious Emerging Residential Infrastructure Company of Year 2010
Orris has had a great spell in the last three years Foundations for some of the ambitious projects were laid and a few have reached their finishing stage Apart from its foray into real estate Orris has made inroads into energy hospitality golf and education
At Orris we want to leave you with an everlasting experience Because you deserve the best Discover a fresh lease of quality life with Orris whether it is Real Estate Energy Hospitality Golf or Education We are passionate committed and driven
2 Main objects of the Company The main objects of the Company contained in its MOA are
bull To undertake and carry on the business of construction purchase sell and develop any type of property whether residential commercial industrial rural or urban whether belong to the company or any other person To develop erect and construct commercial properties buildings houses shopping centers and to carry out civil and construction work of every description and to improve repair renovate transfer charge assign let out hire sublet or sublease all type of lands plots buildings offices flats warehouses godown shops building banquet halls tenements and immovable properties whether freehold or lease hold of any nature and description
bull To carry on the business as owners builders developers promoters proprietors civil contractors of industrial commercial and residential properties colonies mills workshop buildings cinema houses and to deal in all kinds of immovable properties whether belonging to the company or not
bull To act as agent for purchasing selling and letting on hire land agricultural land and houses multi-stored commercial or residential building on commission basis To acquire land for the construction of multistoried buildings and to license the flats therein on suitable terms and conditions
bull To carry on the business of contractors dealers commission agents brokers consultants representatives and middlemen of properties To act as advisors andor consultants on all matters relating to the construction business town planning landscape architecture structural engineers and to prepare complete scheme drawings plans and estimates and to provide technical know-how in India or abroad
3 A brief history of the Company since inception
Incorporation details The Company was incorporated on July 26 2006 as a private limited company vide Certificate of Incorporation issued by Registrar of Companies of National Capital Territory of Delhi amp Haryana bearing Corporate Identity Number U70 109DL2006PTC 151295
Authorized 50000000 Equity shares of ~ 10- each 500000000shyIssued Subscribed amp Paid Up 29790000 Equity shares of ~ 10- each
flleT HMMUCiiWAJMWPiiliMNiI JI-
Date of Increase Incorporation
September 52007
December 1 2007
July 25 2012
Alteration The authorized share capital of the Company at the time of incorporation was ~ 500000- (Rupees five lakhs only) divided into 50000 (fifty thousand) equity shares of~ 10- (Rupees ten only) each
The authorized share capital of the Company was increased from ~ 500000 - (Rupees five lakhs only) to ~ 10000000- (Rupees one crore only) divided into 1000000 (Ten Lakh) equity shares of ~ 10- (Rupees ten only) each
The authorized share capital of the Company was increased from ~ 10000000- (Rupees one Crores only) to ~ 100000000 - (Rupees ten crore only) divided into 10000000 (one crore) equity shares of ~ 10- (Rupees ten only) each
The authorized share capital of the Company was increased from ~ 100000000- (Rupees Ten Crores Only) divided into 10000000 equity shares of ~ 10- (Rupees Ten Only) each to ~ 500000000shy(Rupees Fifty Crores Only) divided into 50000000 equity shares of~ 10- (Rupees Ten Only)
Date of Allotment
July 26 2006
October 222007
January 9 2008
March 21 2009
June 26 2012
August 82012
March 16 2013
No of Shares and Face Value
10000 Shares of ~ 10 each
500000 Shares of ~ 10 each
800000 Shares of ~ 10 each
2000000 Shares of~ 10 each
1655000 Shares of~ 10 each
19860000 Shares of ~ 10 each
4965000 Shares of~ 10 each
Amount per
share 10
10
10
10
10
10
10
Capital (~)
100000shy
5000000shy
8000000shy
20000000shy
16550000shy
198600000shy
ubullbull _bullbullbull ~-~_______~__________________
Sr Name of No the
Shareholder
Vijay Gupta1
Amit Gupta2
Sumit 3 Gupta
Kusum 4 Gupta
Mamta 5 Gupta
Pooja Gupta6
Ms Vijay 7 Gupta (HUF)
Ms Amit 8 Gupta (HUF)
Ms Sumit 9 Gupta (HUF)
Address
C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058
C-3260 Janakpuri New Delhi 110058
C-3260JanakpuriNew Delhi 110058
C-3260 Janakpuri New Delhi 110058
2681100
2681100
2085300
2383200
2383200
2383200
5064300
5064300
5064300 10
No of Amount Type shares per of
Share Shares
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
Equity
4 Debt-equity ratio prior to and after issue of Debentures
(Amounts in~)
Debt 2652702404 4652702404 Equity 368205693 368205693 Debt-Equity Ratio 720 1264
1 The figures are as per provisional accounts for the [mancial period ending September 272013 The figures are as per provisional accounts for the financial period ending 27th September 2013 3114--bull
includes debenture issued 200 secured redeemable Non-Convertible Debenture of 2000000qQ9t~~(9~
(Rupees Two Hundred Crores only) to be raised through present Issue of Debentures f - ~ ~_ (5 ~I
Page 1~ ~~~~j ~~~-j5-~
2
FINANCIAL HIGHLIGHTS OF THE COMPANY 3
Provided below are highlights from March 31 2013 and March 312012
-
PARTICULARS
Shareholders Funds Share Capital Reserves and Surplus Non-Current Liabilities Long-Term Borrowings Other Long Term Liabilities Long Term Provisions Current Liabilities Short-Term Borrowings Trade Payables Other Current Liabilities Short-Term Provisions TOTAL Non-Current Assets Fixed assets (i) Tangible assets (ii) Intangible assets (iii) Capital work-in-progress
Non-current investments Deferred Tax Assets (Net) Long term loans and advances Current assets Inventories Trade Receivables Cash and Cash Equivalents Short-Term Loans and Advances TOTAL
Profit amp Loss Statement Income From Operations Expenditure Profit Before Tax Provision For Tax NET PROFIT
the Companys balance sheet as on
AS AT AS AT
31032013 31032012 -
(In t) (In t)
297900000 33100000 213213781 387605693
833881405 1163249172 113701597 104516080
3716055 2624152
1043912351 511881321 318959605 500619871
7230525889 6415810732 2987458 middot12901961
10058798141 9132308982
41142649 84146355 1804455 1364419
10535400 shy8181894 8298894 5484172 6174926
211337362 637591171
3033819766 2432400222 - 14337455
325475165 554273019 6421017278 5393722521
10058798141 9132308982
FY 2013 FY 2012 3813273647 2063682309
3670103696 1960640137 143169951 103042172 51380355 54143420
90408088 54024176
3 The above given figures are duly audited by auditors of the company
OFFER DETAILS
1 Details of debt securities issued and sought to be listed The securities proposed to be issued pursuant to this Information Memorandum Disclosure Document will be listed on WDM of the BSE
2 Nature of Instrument Senior Secured Cumulative Redeemable Non-Convertible Debentures issued on a private placement basis
3 The Issue size The Company proposes to issue 200 Secured Cumulative Redeemable Non-Convertible Debentures having Face Value of ~ 10000000shy(Rupees One Crores only) each having aggregate face value of ~ 2000000000- (Rupees Two Hundred Crores only)
4 Face Value Each Debenture has a face value of ~ 10000000- (Rupees One Crores only) per Debenture
5 Redemption The outstanding amount of the Debentures shall be repaid in monthly installments payable as per the Payment Schedule
Unless redeemed earlier m accordance with this Information Memorandum Disclosure Document and the terms of the Security Documents the Debentures shall stand redeemed on payment of the final installment as per the Payment Schedule The redemption shall apply to each Debenture uniformly Any redemption of Debentures by the Company shall be proportionate redemption of all the Debentures collectively through reduction in face value of each Debenture
In the event of a default as defined in the Debenture Trust Deed the Debenture Trustee (on instructions from the Debenture holders) can exercise a put option on the Promoters to buy back the entire outstanding Debentures
6 Tenor Forty Eight (48) months from the Deemed Date of Allotment ending on the last Due Date unless redeemed earlier in accordance with the terms of the Debenture Trust Deed
7 Interest Rate The Debentures will carry an interest at the rate of 20 (Twenty percent) per annum payable monthly (subject to deduction of tax at source if applicable at the rate prevailing from time to time under the provisions of the Income Tax Act 1961 or any other statutory modifications or reshyenactment thereof for which a certificate will be issued by the Company-_ on the outstanding principal amount of Debentures and(other-~~
i ( y page~f )~
- -
-
Outstanding Amounts throughout the tenure of the Debentures till final redemption as per Payment Schedule
Interest payable on the Debentures shall accrue on a day to day basis and shall be computed on the basis of 365 (Three Hundred Sixty Five) days divided equally for each of the twelve calendar months
8 Payment Mechanism Payments towards interest and towards repayment of the outstanding amount of Debentures shall be made by way of drafts cheques credit through RTGS mechanism on the Due Dates to those Debenture holder(s) whose names appear on the list of beneficiaries provided by the Depositories to the Issuer Such payments shall be made from the Escrow Account in the manner specified in the Debenture Trust Deed The names would be as per the Depositories records on the relevant Record Date fixed for the purpose of such payments as provided in this
Information Memorandum Disclosure Document In case of those Debentures for which the beneficial owner is not identified by the Depository as on the Record Date the Issuer would keep in abeyance the payments till such time that the beneficial owner is identified by the Depository and conveyed to the Issuer whereupon the payments will be paid to the beneficiaries as identified
In case the Due Date falls on a day which is not a Business Day then the payment due shall be made on the succeeding Business Day
9 Security The principal amount of the Debentures together with any interest accrued thereon and other Outstanding Amounts Debenture Trustees remuneration and all costs charges expenses and all other monies due in respect of the Debentures and or under the Transaction Documents shall be secured by the Obligors by
a First and exclusive charge on all receivables from the Project through the Deed of Hypothecation together with the Escrow Agreement and such charge will be superior to any other claims on the Project receivables
b First and exclusive charge on all amounts lying to the credit of the Escrow Account under the Deed of Hypothecation
c First and exclusive charge by way of equitable mortgage on the Commercial Property (Mortgaged Property) through execution of a registered Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property in favour of the Debenture Trustee together with a declaration cum undertaking from CDPL declaring the creation of mortgage by deposit of title deeds of the Commercial Property in terms of the memorandum of entry
d Equitable mortgage and exclusive charge over FSI equivalent to 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of the Commercial Project together with all the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
e Exclusive charge over all the rights title interest benefits claims demands of any nature whatsoever of the Company under andor in respect of the CDPL Collaboration Agreements for development and construction of the Commercial Colony and the entire FSI in the Project along with proportionate undivided interest in the underlying land and without limitation the following
(i) the right to compel performance thereunder and to substitute or be substituted for the Company thereunder and to substitute and be substituted thereunder for the Company thereunder and
(ii) to commence and conduct either in the name of the Company or in its own name or otherwise any proceedings against any person in respect of any breach of the CDPL Collaboration Agreements and
(iii) all claims of the Company including in any proceedings against all or any such persons to any amounts owing to or received by the Company thereunder and
(iv) the rights and benefits of all Approvals to the extent capable of assignment together with the right to further assign any of the CDPL Collaboration Agreements and such Approvals to any Person
(v) Pledge of shares representing the entire issued and paid up share capital of CDPL under the Deed of Pledge
(vi) Personal Guarantee of Sh Vijay Gupta Sh Amit Gupta and Smt Kusum Gupta and
(vii) Cheques
CDPL has consented to creation of charge over the entire FSI to the extent of 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of t
The said security shall be created in favor of the Debenture Trustee on or by the Deemed Date of Allotment
Obligors will ensure that market value of the above mentioned security will be at all times equal to the face value of the outstand~icitZt~ Debentures tp ---YZoltgtl
lSI r~
i~ ~r)Page 22 oK~-_
~~-___i
10 Board Authority The private placement of Debentures under this Information Memorandum Disclosure Document is being made pursuant to the resolution of the Board of Directors of the Company at its meeting held on June 24 2013
11 Rating and rating rationale ICRA has assigned a ICRA B+ (pronounced as ICRA B plus) rating to debentures programme of the Company to the extent of ~
2000000000- (Rupees Two Hundred Crores only) vide letter ref no DRAT2013-140-362 on May 212013 and revalidated vide letter ref no DRAT2013-140-363 on August 222013 The long-term rating carries a stable outlook A copy of the rating letter and its rationale from ICRA is enclosed as Annexure 4_ to this Information Memorandum Disclosure Document
12 Details of utilisation of the Issue Proceeds Our Board of Directors certifies that the proceeds of the Issue of Debentures shall be utilized for the general corporate purposes of the Company
13 Minimum Number of Debentures for Subscription The application must be made for a minimum of one (1) Debenture and in multiple of one (1) Debenture thereafter There is no maximum limit on the application
14 Listing The Debentures are proposed to be listed on the WDM segment of the BSE the details of which are provided below
The Bombay Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400001 Phone 91 22 227212334 Fax 91 22 22721919
The COJpany shall make an application to the BSE to list the Debentures to be issued and allotted pursuant to this Information Memorandum Disclosure Document and shall take all necessary steps to complete all the formalities relating to listing of the Debentures within 15 (fifteen) days from the date of closure of the Issue Date If such permission is not granted by the BSE within 15 (fifteen) days from the date of closure of the Issue or where such permission is refused by the BSE before the expiry of the 15 (fifteen) days from the closure of the Issue the Company shall at the option of the Debenture holders repay with interest (at the applicable Interest Rate) all monies received by it If the Company fails to repay such monies within 5 (five) days after the Company becomes liable to repay it then the default interest (at the applicable Default Interest Rate) shall also apply to the amount payable
by the Company over and above the applicable interest iP~d (OS4( i~
Page 23~~ ~Sl-C ~-_-)to ~--i-~-~
In connection with listing of Debentures with BSE the Company hereby undertakes to comply with all requirements of the Act applicable SEBI rules and regulations including Securities and Exchange Board of India (Issue and listing of Debt Securities) Regulation 2008 and the listing agreement with BSE
15 Market Lot The minimum lot size for trading of the Debentures on the Stock Exchange is proposed to be one (1) Debenture
16 Underwriting of the Issue The present Issue of Debentures has not been underwritten
17 Tax Benefits The Debenture holder(s) are advised to consider in their own case the tax implications in respect of subscription to the Debentures after consulting their respective tax advisor
18 Governing Law The Debentures shall be construed to be governed in accordance with the laws of India Any dispute arising thereof will be subject to exclusive jurisdiction of the courts in Delhi Over and above the aforesaid terms and conditions the said Debentures shall be subject to the terms and conditions of the Security Documents
19 Debenture Redemption Reserve The Company hereby agrees and undertakes to create a debenture redemption reserve as per the provisions of the Security Documents the Act and the rules regulations notifications and circulars issued by the Ministry of Corporate Affairs and if during the currency of these presents any guidelines are formulated (or modified or revised) by the Central Government or any government agency or corporation having authority under Law in respect of creation of debenture redemption reserve applicable to the Debentures the Company shall duly abide by such guidelines and execute all such applicable supplemental letters agreements and deeds of modifications as may be statutorily required by the Debenture holders or the Debenture Trustee
20 Undertaking to use a Common Form of Transfer The issue of Debentures shall be made in dematerialized form only and no Debentures will be issued in physical form However the Company will use a common transfer form for physical holdings if at a later stage there is any holding in physical form due to the depository giving any Debenture holder the option to rematerialize the Debentures
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
The following contracts documents not being contracts entered into in the ordinary course of business carried on by the Company or entered into more than two years before the date of this Information Memorandum Disclosure Document which are or may be deemed material have been entered into by the Company These material contracts or documents may be inspected at the Registered Office of the Issuer from 1000 am to 100 pm on all working days from the date of this Information Memorandum Disclosure Document until the date of closure of this Issue
Material Contracts 1 Copy of the letter from Skyline Financial Services Private Limited to the
Company giving their consent to act as the Registrar and Transfer Agent to the Issue
2 Copy of letter from ILampFS Trust Company Limited to the Company giving their consent to act as the Debenture Trustee to the Issue
Material Documents L Memorandum and Articles of Association of the Company as amended
from time to time
2 Credit rating letter from ICRA Limited
3 Copy of Certificate oflncorporation of the Company dated July 262006
4 Certified true copy of the resolution dated June 24 2013 approving the issue of Debentures and creation of securities on the term and conditions stated in this Information Memorandum Disclosure Document
5 Copy of Tripartite Agreement dated 17-02-2011 between the Company the Registrar and Transfer Agent and the CDSL (Depository)and Copy of Tripartite Agreement dated 03-03-2011 between the Company the Registrar and Transfer Agent and the NSDL (Depository)
6 Copies of Audited Financials of the Company for the last three financial years
DISCLOSURE ON EXISTING FINANCIAL INDEBTNESS
1 Details of Secured Borrowings4
Ao The secured loans of the Company outstanding as on March 312013 is as follows
(Amount in f)
Details of Vehicle Loans Axis Bank October 27 1390055 EMI Start date- Hypothecated to Limited 2010 December 10 2010 Axis Bank (BMW) Closure date- Limited
November 10 2013 HDFC March 09 2472342 EMI Start Date Hypothecated to Bank 2012 April 052015 HDFC Bank Limited Closure Date - April Limited (BMW) 052015
None of the above loans is secured against any of the security (as detailed in Offer Details section above)
B The Secured Debentures of the Company outstanding as on March 312013 are as under
ILampFS Secured 17 Monthly 1 14th part of the first floor Trust Redeemable installment (without Roof Right) being 45 Company Non- pa s Start sq yards out of 180 sq yards of Limited Convertible date- the first floor constructed on
Debentures 2205201 free-hold land bearing plot No Series shy I of 1 RZ-D-5 First Floor Mahavir aggregate Closure Enclave New Delhi -110045 face value of dateshy admeasuring 180 sq yards out 2202201 ofkhasra number 8314 35000000 4 situated in the area of village 0- (Rupees Palam now known as Mahavir Thirty Five Enclave Block -D New Delhi-Crores) 110045 issued at a discount of 2 Mortgage assignment of all the 17513shy rights title and interest
4 The figures are as per the audited balance Sheet for the financial year ending March 31 2013
----- shy
(Rupees whatsoever of the Company in Seventeen to under andor in respect of Thousand the collaboration agreements Five dated 27102007 and Hundred 01072010 executed with CDPL and Thirteen for development and only) on the construction of the Commercial face value Complex and sale of FSI to the (being ~ extent of 625000 Sq Ft along 10000001- with proportionate interest in (Rupees Ten the underlying land inl of the Lakhs only)) Commercial Complex of each debenture 3 Out of the total sanctioned FSI
of 702871 Sq Ft of Commercial Complex mortgage and charge over FSI equivalent to 625000 Sq Ft including prorata share over all that piece and parcel of free hold land admeasuring 95 acres (approx located at Sector 82A Gurgaon Haryana India over which the Commercial Complex is proposed to constructedI developed together with proportionate buildings and structures thereon AND the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
4 Pledge of entire issued equity share capital of CDPL
5 Post-dated cheques
6 Personal Guarantee of the Promoter viz Mr Vijay Gupta
ILampFS Secured 17 Monthly 1 114th part of the first floor Trust Redeemable installment (without Roof Right) being 45 Company Non- pa s Start sq yards out of 180 sq yards 0 f Ltd Convertible date- the first floor constructed on
Debentures 1506201 free-hold land bearing plot No Series - II of 1 RZ-D-5 First Floo~ M~ct[~ aggregate Closure Enclave New DelhI -11
-_ ()-4~-----
ltshy -
---- ----- ---------------shyface value of date- admeasuring 180 sq yards out ~ 1505201 of khasra number 83 14 42500000 4 situated in the area of village 0- (Rupees Palam now known as Mahavir Forty Two Enclave Block -D New Delhi-Crares) Fifty 110045 Lakhs
2 Mortgage assignment of all theissued at a rights title and interestdiscount of ~ whatsoever of the Company in58065shyto under andor in respect of(Rupees Fifty the collaboration agreementsEight dated 27102007 andThousand 01072010 executed with CDPLSixty Five for development andOnly) on the construction of the Commercialface value Complex and sale of FSI to the(being ~ extent of 625000 Sq Ft along1000000 shywith proportionate interest in(Rupees Ten the underlying land in of theLakhs only)) Commercial Complexof each
debenture 3 Out of the total sanctioned FSI of702871 Sq Ft of Commercial Complex mortgage and charge over FSI equivalent to 625000 Sq Ft including prorata share over all that piece and parcel of free hold land admeasuring 95 acres (approx) located at Sector 82A Gurgaon Haryana India over which the Commercial Complex is proposed to constructed developed together with proportionate buildings and structures thereon AND the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
4 Pledge of entire issued equity share capital of CDPL
5 Post-dated cheques
---6 Personal Guarantee of the Promoter viz Mr Vijay(qtipta
1
IDEI Trusteeshi p services Limited
Secured Redeemable Optional Convertible Debentures of aggregate face value of
80000000 0- (Rupees Eighty Crore Only) on the face value (being 5000000shy(Rupees Fifty Lakhs only)) of each debenture
Qu art erly Co u po n Rat e of 55
The company shall be obliged to redeem the OCDs in four equal installment s starting from march 31 2014 over a period of 6 (six) financial quarters (the first such financial quarter ending on March 31 2014) such that the OCDs are completely redeemed on June 302015
(i) First sole amp exclusive charge by way of(a) equitable mortgage on the Mortgaged Security Property I and (b) equitable mortgage on the Mortgaged Security Property II
Mortgaged Security Property-I shall mean 23268 acres out of the larger property being the aggregate of 19218 acres (forming part of 25018 acres of land for which License is in place) and the 405 acres for which letter of intent is in place along with the proportionate floor space index and all present and future buildings and structures constructed thereon and all the rights title and interest of the Company and the concerned group housing project landowners over such property excluding 404 (four hundred and four) number of units constructedto be constructed over the aforesaid 19218 acres as more particularly detailed III the transaction documents
Mortgaged Security Property-II shall mean 696 acres out of the security property-II 1004 acres of acquired land in Sector 85 Gurgaon Haryana along with the proportionate floor space index and all present and future buildings and structures constructed thereon and all the rights title and interest of the Company and the concerned group housing project landowners over such property
(ii) first sole and exclusive charge on present and future basis by way of hypothecation on the relevant group housing _poject
-------------------------~----------~-----------------------------receivables from time to time and monies lying and credited into the escrow accounts at any point in time including any fIxed deposits created in accordance with the escrow account agreement out of such monies from time to time together with all and any interest accruing in respect thereof and
(iii) The issuance of personal guarantees by the Promoters in favour of IDBI guaranteeing the fulfIllment of the secured obligations
The NCD Series - I were fully redeemed on July 272013
2 Details of Unsecured Borrowings5
The unsecured loans of the Company outstanding as on March 31 2013 follows
(in ~)
Loan from Body Corporate Flair Exports Pvt Ltd Seh Realtors Pvt Ltd Citland Commercial and Credits Ltd Delhi Brass and Metal Works Pvt Ltd Span India Pvt Ltd Loan Directors Shareholders and their Relatives Amit Gupta-Loan Taken Vijay Gupta (Loan Taken) Amit Gupta (HUF) Green Bay Infrastructure Pvt Ltd Kusum Gupta Mamta Gupta Pooja Gupta Vijay Gupta(HUF)
5000000000 10000000000 16670000000 6670000000
11670000000
2850848000 7929999985
20000000 32146887100
2466000000 5625400000 3250000000
92100000
5 The figures are as per audited financial for the financial year ending March 31 2013
Page 300[60
3 Details of Bank Guarantee6
Bank Guarantee by the Company in respect of Orris Business Square - 95 Acres
ICICI Bank 1 Limited June 182010
Issued by ICICI Bank June 182010 and Valid till October 28 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 2 Bank Ltd Jan 03 2013
ICICI Bank 3 Limited February 232011
Director Town and Country Planning Chandigarh
Director Town and Country Planning Chandigarh Haryana State Pollution Control Board
62946450 October 282012
5938000 October 272014
3750000 February 222016
Bank Guarantee by the Company in respect of Carnation Residency Aster Court Aster Court premier amp Villas 33 -25018 Acres
Issued by ICICI Bank on September 232008 amendment dated September 102010 and valid till September 22 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 4 Bank Ltd September 222012
Issued by ICICI Bank on September 23 2008 amendment dated September 102010 and valid till September 22 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 5 Bank Ltd September 222012
Director Town and Country Planing Chandigarh 111524000
September 222014
Director Town and Country Planing Chandigarh
6 The figures are as per audited accounts for the financial year ending March 31 2013
Page 31 0[60
--
----- --- - shyIssued by ICICI Bank on December 16 2010 and expiry date is Dec 15 2015 but we close it Haryana with ICICI Bank and a State fresh guarantee was Pollution
ING Vysya issued by ING Vysya Control January 6 Bank Ltd bank on 23012013 Board 5000000 142016 Bank Guarantee by the Company in respect of Spring Homes middot10043 Acres
Director Town and Country
ING Vysya Planing September 7 Bank Ltd September 32012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 8 Bank Ltd September 3 2012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 9 Bank Ltd September 32012 Chandigarh 13112500 22016
Director Town and Country
ING Vysya Planing September 10 Bank Ltd September 32012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 11 Bank Ltd September 3 2012 Chandigarh 14752500 22016 Bank Guarantee by the Company in respect of Carnation Residency Aster Court Aster Court premier amp Villas 33 -405 Acres
Director Town and Country
ICICI Bank Planing August 71 12 Limited August 8 2011 Chandigarh 21632230 2015
Director Town and Country
ICICI Bank Planing August 7 13 Limited August 8 2011 Chandigarh
---shy5062~~t ~~015
6ltC [-I_i ~~-
I cel i Ieshy -
Note ~
10 Bank Guarantee of 35 Crore is issued by ING Vysya Bank 2 ING Vysya Bank has given counter guarantee against BG of 21632230
amp 5062500 issued for Aster Court Carnation Residency Aster Court Premier amp Villas 33 ING has given counter guarantee for 62946450 amp 3750000 issued for OB8
3 In OB8 all payment of EDC has been made so BG of 62946450 will be released which is already expired
4 Bank guarantee issued by ING Vysya bank is on 10 cash margin on fIxed deposit
5 Security offered against 35 Cr Bank guarantees issued by ING Vysya Bank is following
Orris HQ(J-I0S DLF Phase-II(Gurgaon)-Given as collateral security Janakpuri (C-3260 New Delhi)-Given as collateral security
4 Particulars of debt securities issued (i) for consideration other than cash whether in whole or in part (ii) at premium or discount or (iii) in pursuance of an option
The Company confIrms that save and except the following given below company has not issued any debt securities (i) for consideration other than cash whether in whole or in part (ii) at premium or discount or (iii) in pursuance of an option
bull NCD-I at discount
bull NCD-II at discount bull OCD in pursuance of an option
5 Servicing behavior on existing debt securities payment of due interest on due dates on term loans and debt securities
The Company hereby confIrms that
1 it has been servicing all its principal and interest on time and there has been no subsisting delay or default since its incorporation
Ii there is no subsisting default in repayment redemption of any of its borrowings nor has the Company affected any kind of roll over against any of its borrowings in the past
6 That the permissionconsent from the prior creditor for a second or pari passu charge being created in favor of the trustee to the proposed issue has been obtained
The existing mortgage over the Co~mercial Property s~all be ~leared~tT~l the Company and a no dues certifIcate shall be obtamed pnor ~~tMe -~0--o Deemed Date of Allotment Accordingly the Company hereby cott(rms 1
If) J -~ ~ 1( D gt~
Page 33 6 ~
that it does not require any consent permission to create security in relation to the Debentures as stipulated in this Information Memorandum Disclosure Document and the Security Documents
7 Any material eventdevelopment or change at time of issue or subsequent to the issue which may affect the issue or the Investors decision to invest continue to invest in the debt securities
Directors of the Company represent that there have been no material developments at the time of issue or subsequent to the issue which would materially and adversely affect or are likely to affect the business of the Company or the value of its assets or its ability to pay its liabilities
OTHER INFORMATION AND ISSUE PROCEDURE
The Debentures being offered as part of the Issue are subject to the provisions of the Act the Memorandum and Articles of Association of the Issuer the terms of this Information Memorandum Disclosure Document Application Form and other terms and conditions as may be incorporated in the Debenture Trust Deed and other Security Documents
Issue of Debentures in Dematerialised Form The Debentures will be issued in dematerialized form The necessary arrangements are being made with the Depositories for the issue of the Debentures in dematerialised form Investors will have to hold the Debentures in dematerialised form as per the provisions of Depositories Act 1996 The Company shall take necessary steps to credit the Debentures allotted to the depository account of the Investor
Trustee for the Debenture holder(s) The Issuer has appointed ILampFS Trust Company Limited to act as trustee for the Debenture holder(s) The Issuer and the Debenture Trustee intend to enter into the Debenture Trust Deed inter alia specifying the powers authorities and obligations of the Debenture Trustee and the Issuer The Debenture Trustee shall act based on the provisions of the Debenture Trust Deed The Debenture Trustee will at all times protect the interest of the Debenture holder(s) in accordance with the Debenture Trust Deed
Resignation and Removal of Debenture Trustee The Debenture Trustee and the Company declares that they shall not revoke the Trust hereby declared till the Debentures are redeemed in full The Debenture Trustee may at any time without assigning any reason and without being responsible for any loss or costs occasioned thereby resign as the Debenture Trustee provided that they shall continue to act as Debenture Trustee until a successor trustee is appointed by the Company The Debenture Trustee may also be removed by majority Debenture holders without assigning any reason as per Debenture Trust Deed
Sharing of Information The Issuer may with the written consent of the Debenture holder(s) exchange share or part with any financial or other information about the Debenture holder(s) available with the Issuer with its subsidiaries and affiliates and other banks financial institutions credit bureaus agencies statutory bodies as may be required
Debenture holder not a Shareholder Subject to the Debenture Trust Deed the Debenture holder(s) shall not be entitled to any right and privileges of shareholders other than those available
to them under the Act The Debentures shall not confer upon the Debentt5~r)(~IifI~
holders the right to receive notice(s) or to attend and to vote at any ge111- ~~ meeting(s) of the shareholders of the Issuer (5[ )~
r-)e i3 gt ~
Page 35 of 60--gt
Modification of Debentures or Information Memorandum Disclosure Document The Issuer may make modifications in the Information Memorandum Disclosure Document only upon receiving consent from the Debenture Trustee who in turn shall seek approval from majority Debenture holder(s)
Notices Any notice may be served by the Issuer upon the Debenture holders through post email fax or personal delivery addressed to such Debenture holder at his her registered address and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof All notice(s) to be given by the Debenture holder(s) shall be sent by post or email or fax or by hand delivery to the Issuer or to such persons at such address as may be notified by the Issuer from time to time through suitable communication and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof or at the expiry of the 3 rd day from the date such notice is dispatched whichever is earlier All correspondence regarding the Debentures should be marked Private Placement of Debentures
All notices from the Issuer shall be sent to the Debenture Trustee with copies to the Debenture Holders All notices to be sent by the Debenture Trustee to the Issuer andor the Promoters shall first be sent to the Debenture Holders for Debenture Holder Approval in terms of the Debenture Trust Deed The Debenture Trustee shall ensure and procure that any notice received by the Debenture Trustee from the Issuer andor the Promoters is shared by the Debenture Trustee with all the Debenture Holders of the Issuer within a period of 2 (two) Business Days from the date of receipt of such notice and in every event before the Debenture Trustee responds to such notice
Issue Procedure Only Eligible Investors as given hereunder may apply for the Debentures by completing the application form in the prescribed format as attached in Annexure 7 (Application Form) in BLOCK LETTERS in English as per the instructions contained therein The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the Application Form No application can be made for a fraction of a Debenture Application Forms should be duly completed in all respects and applications not completed in the said manner are liable to be rejected
The name of the applicants bank type of account and account number must be duly completed by the applicant This is required for the applicants own safety and these details will be printed on the refund orders and interest redemption payments c~~ F~~~gt
~ll ~~
~( ~ )~~Jy 11 ~
~ ~
Page 36 of60-~-~ ~
The Application Form must be accompanied by either demand draft(s) or cheque(s) drawn or made payable in favour of the Issuer or otherwise as may be set out in the Application Form and crossed Account Payee Only Cheque(s) or demand draft(s) may be drawn on any bank including a coshyoperative bank which is a member or a sub-member of the New Delhi Bankers Clearing House located If permitted the applicant may transfer payments required to be made in relation to any by electronic transfer of fundsRTGS to the bank account of the Issuer as per details mentioned in the Application Form
Application Procedure Eligible Investors will be invited to subscribe by way of the Application Form prescribed in the Information Memorandum Disclosure Document during the period between the Issue opening date and the Issue closing date (both dates inclusive)
Fictitious Application As a matter of abundant caution and although not applicable in the case of debentures attention of applicants is specially drawn to the provisions of sub-section (I) of Section 68A of the Act
Any person who (a) makes ina fictitious name an application to a company for acquiring or subscribing for any shares therein or (b) otherwise induces a company to allot or register any transfer of shares therein to him or any other person in a fictitious name shall be punishable with imprisonment for a term which may extend to five years
Basis ofAllotment The Investors will be required to remit the funds as well as submit the duly completed Application Form along with other necessary documents to Issuer by the Deemed Date of Allotment Deemed Date of Allotment for the Issue is 23-10-2013 by which date Investors would be intimated of allotment
Record Date The date falling seven days prior to the Due Date or if it happens to be a holiday then the immediately succeeding Business Day shall be the Record Date
Eligible Investors Only those Investors who have been addressed through a communication directly are eligible to apply No other Investor can apply All Investors are required to comply with the relevant regulationsguidelines applicable to them for investing in this issue of Debentures
Note Participation by potential Investors in the issue may be subject to statutory andor 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 ~egulatory requirements applicable t them inclu~i~~lctUi~ exchange controls and other requIrements Applicants ought to seek Independent l~~ -~lti and regulatory advice in relation to the laws applicable to them rtf ~t
Page 37 o~-) ~~
Application under Power of Attorney Original power of attorney or the relevant authority together with its certified true copy as the case may be along with the names and specimen signatures of all the authorized signatories and the tax exemption certificate document if any must be lodged at time of submission of the completed Application Form Further modifications additions in the power of attorney or authority should be notified to the Company at its registered office
Procedure for applying for Dematerialised Facility
I The applicant must have at least one beneficiary account with any of the Depository Participants of NSDLCDSL prior to making the application
2 The applicant must necessarily fill in the details (including the beneficiary account number and Depository Participants ID) appearing in the Application Form under the heading Details for Issue of Debentures in ElectronicDematerialised Form
3 Debentures allotted to an applicant will be credited directly to the applicants respective beneficiary account(s) with the Depository Participants
4 For subscribing to the Debentures names in the Application Form should be identical to those appearing in the account 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 in the Depository
5 Non-transferable allotment advicerefund orders will be directly sent to the applicant by the Registrar and Transfer Agent to the Issue
6 If incompleteincorrect details are given under the heading Details for Issue of Debentures in ElectronicDematerialised 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
7 For allotment of Debentures the address nomination details and other details of the applicant as registered with hisher DP shall be used for all correspondence with the applicant The applicant is therefore responsible for the correctness of hisher demographic details given in the Application Form vis-a-vis those with hisher Depository Participant In case the information is incorrect or insufficient the Issuer would not be liable for the losses if any
8 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 t- ~gti)L~-~(i ~page380~ ~
~nmiddotmiddotmiddotmiddot-middotmiddotmiddotmiddot ~lt---plusmn
Documents to be provided by Eligible Investors
Investors need to submit the following documentation as applicable
Memorandum and Articles of Association or other constitutional documents
Resolution power of attorney authorising investment
Specimen signatures of the authorised signatories duly certified by an appropriate authority
bull SEBI registration certificate (if applicable)
Copy ofPAN Card to be submitted
bull Application fonn (including RTGS details)
Mode of Payment All payments must be made through cheque(s)draft(s)transfersRTGS as set out in the Application Form
Depository Arrangements The Company has appointed Skyline Financial Services Private Limited as the Registrar and Transfer Agent for the present Issue and the Company shall make necessary depository arrangements with CDSL and NSDL for issue and holding of Debentures in dematerialised form
List of Beneficiaries The Issuer shall request the Depositories to provide a list of beneficiaries as at the end of the relevant Record Date This shall be the list which will be used for payments of interest or repayment of redemption monies or any other amounts payable on the Debentures as the case may be
Effect of Holidays Should any of the dates defined above or elsewhere in this Information Memorandum Disclosure Document (except the Deemed Date of Allotment) fallon a day other than a Business Day the immediately succeeding Business Day shall be considered as the effective date(s) In case Record Date book closure date falls on a day other than a Business Day the Business Day the succeeding day shall be the record date book closure date
Tax Deduction at Source Tax as applicable under the Income Tax Act 1961 or any other statutory modification or re-enactment thereof will be deducted at source on the interest payable on the Debentures Tax exemption certificatedocumentform under section 193 of the Income Tax Act 1961 if any must be lodged at th~ Registered Office of th~ Issuer at least fiftee~~~middot(iJ2~~ (15) days before the relevant mterest payment becommg due (~ 1
i t IJ W7i$0 ~---Page 39 of 6O____~ti-----
Letters of Allotment The Issuer shall issue a Letter of Allotment to each Debenture holder on the Deemed Date of Allotment The Debentures will be subsequently credited in dematerialised form within 2 (two) Business Days from the Deemed Date of Allotment
Deemed Date of Allotment All the benefits under the Debentures will accrue to the Debenture holders from the date of receipt of the application monies The actual allotment may take place on a date other than the Deemed Date of Allotment
Refunds For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within seven days from the Deemed Date of Allotment of the Debentures 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
Joint Holders Where two or more persons are holders of any Debenture(s) they shall deem to hold the same as joint tenants with benefits of survivorship
Mode of Transfer Debentures shall be transferred subject to and in accordance with the rules procedure as prescribed by the NSDL CDSL Depository participant of the transferor transferee and any other applicable laws and the rules notified in respect thereof 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 Transferor shall give delivery instructions containing details of the transferees DP account in his depository participant
Succession In the event of demise of Debenture holder the Company will recognize the executor or administrator of the deceased Debenture holder or the holder of succession certificate or other legal representative as having title to the Debentures The Company shall not be bound to recognize such executor administrator or holder of the succession certificate or other legal representatives as having title to the Debentures unless such executor or administrator obtains probate or letter of administration or such holder is the holder of succession certificate or other legal representation as the case may be from a competent Court in India having jurisdiction over the matter The Company may in their absolute discretion where it thinks fit dispense with production of probate or letter of administration or succession ~--~gt
l
certificate or other legal representation in order to recognize such holder ~1 ~)t)
Page 40 of6~ Vv pound ~o-middot~-
bull ~f V
being entitled to the Debentures standing in the name of deceased Debenture holder on production of sufficient documentary proof or indemnity
Nomination In the event of however a deceased Debenture holder(s) having nominated any person entitled to be registered as the Debenture holder in the event of his death such nominee shall be registered as the Debenture holder in place of the deceased Debenture holder
Page 41 of 60 shy
OTHER REGULATORY AND STATUTORY DISCLOSURES
Stock Exchange Disclaimer Clause It is to be distinctly understood that filing of this Information Memorandum Disclosure Document with the Stock Exchange should not is any way be deemed or construed that the same has been cleared or approved by the Stock exchange The Stock Exchange does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue has been made or for the correctness of the statements made or opinions expressed in this Information MemorandumDisclosure Document
Listing Disclaimer The Debentures are proposed to be listed on the Wholesale Debt Market segment of the BSE The Company shall comply with the requirements of the listing agreement to the extent applicable to it on a continuous basis and shall complete all formalities relating to listing of the Debentures
Companys Disclaimer Clause The Company certifies that the disclosures made in this Information MemorandumDisclosure Document are generally adequate and III
conformity with SEBI Regulations Further the Company accepts no responsibility for statements made otherwise than in the Information MemorandumDisclosure Document or Security Documents or any other material issued by or at the instance of the Company and anyone placing reliance on any source of information other than this Information Memorandum Disclosure Document and the Security Documents would be doing at their own risk and the Company will not be liable for such reliance
Issue of Debentures in Dematerialised Form The Debentures will be issued only in dematerialized form The Issuer has made arrangements with the Depositories for the issue of the Debentures in dematerialized form Investors will have to hold the Debentures in dematerialized form as per the provisions of Depositories Act 1996
Consents ILampFS Trust Company Limited has given its written consent for its appointment as debenture trustee to the Issue under Regulations 4(4) of the SEBI Regulations and inclusion of its name in the form and context in which it appears in this Information Memorandum Disclosure Document __
4ti)~ ~ A )ro)
C
Page 42 of60
ANNEXURE 1 SUMMARY TERM SHEET
--------------------------------------------------------------------------- shyIssuer Orris Infrastructure Private Limited
Instrument Secured Cumulative Redeemable Non-Convertible Debentures
Total number of 200 NCDs Face Value ~ 10000000- (Rupees One Crore only) per Debenture
Issue Size ~ 2000000000- (Rupees Two Hundred Crores only)
Issue Price At its face value ie ~ 10000000- (Rupees One Crore only) per Debenture
Mode of Private Placement Placement Object of the The proceeds from the issue shall be utilized for the general Issue corporate purposes of the Company
Form of listed Dematerialised issuance Deemed Date of 23-10-2013 or any other date as decided by the Issuer Allotment
Tenor 48 (forty eight) months from the Deemed Date of Allotment
Redemption After expiry of the Moratorium Period the Issuer shall redeem the Debentures in equal monthly installments over a period of 33 (thirty three) months on each Due Date subject to premature redemption as permitted under the Debenture Trust Deed
Moratorium Period of 15 (Fifteen) months from the Deemed Date of Allotment Period Interest Rate Interest will be payable at the interest rate of 20 (Twenty percent)
per annum payable monthly on the Outstanding Amounts as per the Payment Schedule (refer Annexure 2 to this Information Memorandum Disclosure Document)
The first installment for interest payment shall also include an additional amount equivalent to 125 (one point two five percent) of the issue size (excluding any applicable taxes) to the Debenture holders in proportion to the Debentures held by them
Market Lot One (1) Debenture
Minimum Application
Early Repayment
Escrow Mechanism
------shy
Subject to the conditions specified in the Debenture Trust Deed (Premature Redemption) the Issuer shall have a onetime option to prematurely redeem in a single tranche and not exceeding 25 (twenty five) of the outstanding Debenture Principal Amount at any time after expiry of the 24 (twenty four) months from the Deemed Date of Allotment till the expiry of 30 (Thirty) months of the Deemed Date of Allotment (Premature Redemption Period) The Premature Redemption shall be exercised in a single tranche and shall be subject to fulfillment of each of the following conditions that the Company prematurely redeems Debentures equivalent to an amount in the multiples of ~ 50000000- (Rupees Five Crores Only) with the minimum amount being ~ 150000000- (Rupees Fifteen Crores Only) for redemption in excess of the amounts permitted for Premature Redemption as specified above the Issuer shall pay a premature redemption premium of 2 (two percent) on the amount being redeemed and paid by the Issuer plus applicable service tax or other statutory levy if any subject to deduction of income tax at the rate prescribed under the Income Tax Act 1961 (Premature Redemption Premium) subject to the Escrow Mechanism below the Issuer shall have the option to prematurely redeem the Debentures after the expiry of the Premature Redemption Period without paying any Premature Redemption Premium provided such amounts are in accordance with sub-clause (a) above and any redemption of Debentures by the Issuer in accordance with this Deed shall be proportionate redemption of all the Debentures together through reduction in face value of each Debenture Further the redemption of the Debentures may be carried out in accordance with the Escrow Mechanism mentioned below
All receivables from the Project will be deposited by the Company in an Escrow Account All monies deposited in the Escrow Account shall be utilized in following order Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal with respect to the Debentures Only upon satisfaction of the requirement of (1) and (2) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account towards withdrawal of upto ~ 900000000 (Rupees Ninety Crores only) by the Company After withdrawal of ~ 900000000 (Rupees Ninety Crores only) by the Company
Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal witl]_x~secttyct to
-_8f~~the Debentures (f~X-~~~
~ ) Page 44 amp1 ~____~i
--------------------------------------- -- -------------
Debt Service Reserve Account (DSRA)
Put Option
Issue open on
Issue closed on
Basis for Interest calculation
Listing
Depository
Credit Rating
Security
Only upon satisfaction of the requirement of (a) and (b) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account 60 (Sixty percent) of any further monies in the Escrow Account shall be used to accelerate the redemption of the Debentures and the remaining 40 shall be withdrawn by the Company
Shall mean an amount being not less than ~ 60000000 (Rupees Six Crores only) to be maintained by the Company in the Escrow Account at all times
In the event of a default as defined iIi the Debenture Trust Deed the Debenture Trustee (on instructions from the Debenture holders) can exercise a put option on the Promoters to buy back the entire outstanding Debentures
04-10-2013 or any other date as decided by the Issuer
23-10-2013 or any other date as decided by the Issuer
Interest payable on the Debentures shall accrue on a day to day basis and shall be computed on the basis of 365 (Three Hundred Sixty Five) days divided equally for each of the twelve calendar months
At the WDM segment of the BSE
NSDL and CDSL
ICRA B+ by ICRA Limited
The Debentures together with any interest accrued thereon and outstanding amounts Debenture Trustees remuneration and all costs charges expenses and all other monies due in respect of the Debentures shall be secured by
First and exclusive charge on all Project Receivables through the Deed of Hypothecation together with the Escrow Agreement and such charge will be superior to any other claims on the Project Receivables First and exclusive charge on all amounts lying to the credit of the Escrow Account under the Deed of Hypothecation First and exclusive charge by way of equitable mortgage on the Commercial Property (Mortgaged Property) through execution of a registered Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property in favour of the Debenture Trustee together with a declaration cum undertaking from CDPL declaring the creation of mortgage by deposit of titly-~Si~6d~~ the
I-SI ~~
Page 4~60
----------------------------------------------------------------------------------Commercial Property in terms of the memorandum of entry Equitable mortgage and exclusive charge over FSI equivalent to 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of the Commercial Project together with all the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
Exclusive charge over all the rights title interest benefits claims demands of any nature whatsoever of the Company under andor in respect of the CDPL Collaboration Agreements for development and construction of the Commercial Colony and the entire FSI in the Commercial Project along with proportionate undivided interest in the underlying land and without limitation the following the right to compel performance thereunder and to substitute or be substituted for the Company thereunder and to substitute and be substituted thereunder for the Company thereunder and to commence and conduct either in the name of the Company or in its own name or otherwise any proceedings against any person in respect of any breach of the CDPL Collaboration Agreements and all claims of the Company including in any proceedings against all or any such persons to any amounts owing to or received by the Company thereunder and the rights and benefits of all Approvals to the extent capable of assignment together with the right to further assign any of the CDPL Collaboration Agreements and such Approvals to any Person Pledge of shares representing the entire issued and paid up share capital of CDPL under the Deed of Pledge Personal Guarantee of Sh Vijay Gupta Sh Amit Gupta and Smt Kusum Gupta and Cheques
Security Creation The Security shall be created in the favour of the Debenture Trustee on or before the Deemed Date of Allotment
Representation The representations and warranties of the Company will be set out and Warranties in the Debenture Trust Deed
Event ofDefault All events of default as set out in the Debenture Trust Deed
Upon occurrence of such event of default Debenture Trustee shall (on instruction from the Debenture holders) issue a written notice of default to the Company and grant to the Company a cure period in accordance with the terms of Security Documents
The consequences of an event of default shall be governed_lgtY the provisions in the Security Documents and shall inclu9~~ayfu~i1t of
default interest and enforcement of the Security in the manner specified In the Security Documents including appointment of nominee director(s)
Default Interest An additional interest of 4 pa (four percent per annum) over and Rate above the Interest Rate (as defined hereinafter) (viz the default
interest rate shall be 24 (twenty four percent) payable in relation to the Debentures and the Outstanding Amounts payable In accordance with Security Documents
Registrar and Skyline Financial Services Private Limited Transfer Agent
Compliance All provisions clauses regulations specified by GOISEBIRoCBSE with respect to issue and listing of Redeemable and Secured Non-Convertible Debentures shall be complied with by the Company
Assignment Each Investor may transfer or dispose a part or the whole of its Transferability Debentures without the Companys consent
Governing Law The governing law will be the laws of India and the parties submit to and Jurisdiction the exclusive jurisdiction of the courts in Delhi
~-~---~-~
u c tL ~If) -~~-J bull (
Page 47 of60
ANNEXURE 2 PAYMENT SCHEDULE
Due date
Month 0
Last Day ofMonth 1
Last Day ofMonth 2
Last Day ofMonth 3
Last Day ofMonth 4
Last Day ofMonth 5
Last Day ofMonth 6
Last Day of Month 7
Last Day ofMonth 8
Last Day of Month 9
Last Day of Month 10
Last Day of Month 11
Last Day of Month 12
Last Day of Month 13
Last Day of Month 14
Last Day ofMonth 15
Last Day of Month 16
Last Day of Month 17
Last Day of Month 18
Last Day ofMonth 19
Last Day ofMonth 20
Last Day of Month 21
Last Day of Month 22
Last Day ofMonth 23
Last Day of Month 24
Last Day ofMonth 25
Last Day of Month 26
Last Day ofMonth 27
Outstandino D b t b
e en nre1 su )scrIptlOn amount
I dat mont I en
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
1939393939
1878787879
1818181818
1757575758
1696969697
1636363636
1575757576
1515151515
1454545455
1393939394
1333333333
1272727273
I nterest
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
32323232
31313131
30303030
29292929
28282828
27272727
26262626
25252525
24242424
23232323
22222222
Debenture Payment to I t D b tSll )SCrIP Ion e en nre
t H Idamoun 0 ers
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
60606061 93939394
60606061 92929293
60606061 91919192
60606061 90909091
60606061 89898990
60606061 88888889
60606061 87878788
60606061 86868687
60606061 85858586
60606061 84848485
60606061 83838384
60606061 8~~3 j()gt t~( S( )Page48~60
-
Due date su
Last Day of Month 28
Last Day of Month 29
Last Day of Month 30
Last Day of Month 31
Last Day ofMonth 32
Last Day of Month 33
Last Day of Month 34
Last Day of Month 35
Last Day of Month 36
Last Day of Month 37
Last Day of Month 38
Last Day of Month 39
Last Day of Month 40
Last Day of Month 41
Last Day of Month 42
Last Day of Month 43
Last Day of Month 44
Last Day ofMonth 45
Last Day of Month 46
Last Day of Month 47
Last Day of Tenor
Outstandino D b t b
b ~ t~n ure t SCrIp Ion amoun
t th da mon en
1212121212
1151515152
1090909091
1030303030
969696970
909090909
848484848
787878788
727272727
666666667
606060606
545454545
484848485
424242424
363636364
303030303
242424242
181818182
121212121
60606061
Debentme Payment to Interest subscription
t amoun Debenture
H ld0 ers
21212121 60606061 81818182
20202020 60606061 80808081
19191919 60606061 79797980
18181818 60606061 78787879
17171717 60606061 77777778
16161616 60606061 76767677
15151515 60606061 75757576
14141414 60606061 74747475
13131313 60606061 73737374
12121212 60606061 72727273
11111111 60606061 71717172
10101010 60606061 70707071
9090909 60606061 69696970
8080808 60606061 68686869
7070707 60606061 67676768
6060606 60606061 66666667
5050505 60606061 65656566
4040404 60606061 64646465
3030303 60606061 63636364
2020202 60606061 62626263
1010101 60606061 61616162
The interest payment on the first Due Date shall vary depending on the date onwh~h the
application monies for Debentures arc received til 1~~1
1bull kAij~ lt laquo~~gt ~
-
--
Page 49 of60
ANNEXURE 3
UNDERTAKING BY THE COMPANY
The Company undertakes that bull In the event the Debentures are issued in physical form the Company
shall use a common form of transfer
bull It will provide on a half yearly basis a compliance certificate duly certified by the Debenture Trustee to the Debenture holders in respect of compliance with the terms and conditions of Issue as contained in this Information Memorandum Disclosure Document and
bull Every credit rating obtained shall be periodically reviewed by the Credit Rating Agency and any revision in the rating shall be promptly disclosed by the Company to the Stock Exchange Any change in rating shall be promptly disseminated to Debenture holders and prospective Investors in such manner as the BSE may determine from time to time All information and reports on the Debentures including compliance reports filed by the Company and the Debenture Trustee shall be disseminated to the Debenture holders and the general public by placing them on the website of the Company and shall through the Debenture Trust Deed request the Debenture Trustee to place the same on its website
bull The above Information Memorandum Disclosure Document IS
compliant with all disclosures required to be made for listing of senior non-convertible debentures on a private placement basis on a recognized stock exchange as specified in Schedule I under Regulation 21 of the Securities and Exchange Board of India (Issuing and Listing of Debt Securities) Regulations 2008
laquo~~(~I0~~ For o~InCr ~cture Private Limited
~~WIVijay~
(Chairman)
Page 50 of60
ANNEXURE 4
CREDIT RATING LETTER FROM ICRA LIMITED
Ie R A Limited
Ref DRAT2013-140-362
Mr Sanjay Aggarwal VP - Accounts amp raxation Orris Infrastructure Private Limited J-105 DLF Phase -II MG Road Gurgaon - 122002 Haryana
May 21 2013
Dear Sir
Rc ICRA-assigned Credit Rating for Rs 200 crore NCD Programmc of Orris Infrastructurc l)rivate Limited (instrument details in Annexure)
Please refer to your Rating Requisition dated May 112013 and the subsequent Rating Agreement of May 162013 for carrying out the rating of the aforesaid Bond Programme The Rating Committee
of ICRA after due consideration has assigned a [ICRAIB+ (pronounced as ICM B plus) rating
to the captioned Bond Programme
We would appreciate if you can sign on the duplicate copy of this letter and send it to us within 7
days from the date of this letter as confirmation about the use of the assigned rating The rationale
for assigning the above rating will be sent to you on receipt of your confirmation about the use of our rating as above Any intimation by you about the above rating to any BankerLending
AgencyGovernment AuthoritiesStock Exchange would constitute use of this rating by you
This rating is specific to the terms and conditions of the proposed issue as was indicated to us by you
and any change In the tenns or size of the issue would require the rating to be reviewed by us If
there is any change in the terms and conditions or size of the instrument rated as above the same must be brought to our notice before the issue of the instrument If there is nny such change after the
rating is assigned by us and confirmed to use by you it would be subject to our review and may result in change in the rating assigned
ICRA reserves the right to suspend withdraw or revise the above at any (ime on the basis of new information 01 unav~ilability of information or such other circumstances which ICRA believes may
have an impact on the rating assigned to you
The rating as aforesaid howeVer should not be treated as a recommendation to buy sell or hold the
bonds to be issued by you If the instrument rated as above is not issued by you within a period of 3
BuUding No 5 2 Floor TeL + 91 - 124 - 4545300 wOiosite wwwicraJn Tower A DLF cyber City Fax + 91 - 124 - 4050424 email infoicralndiacom Phase ll Gurgaon 122002
Regd Office 1105 Kailash Building 11 Floor 26 Kastuma Gandhi Marg NeW Delhi - 110001
RATING RES EAR eli INFORMATION
months from the date of this letter communicating the rating the same would stand withdrawn unless
revalidated before the expiry of 3 months
You arc required to forthwith inform us about any default or delay in repayment of intcrest or
principal amount of the instrument mtcd as above or any other debt instruments borrowing Y nu are also required to keep llS forthwith informed of any other devclopments which may have a direct
or indirect impact on the debt servicing capability of the company including any proposal for reshy
schedulement or postponement of the repayment programmes oCthe dues debts of the company with
any lendcr(s) investor(s)
You are required to inform us immediately as and when the borrowing limit for the instrument rated
as above or as prescribed by the regulatory authority (ies) is exceeded
We thank you for your kind cooperation extended during the course of the rating exercise Should
you require any clarification please do not hesitate to get in touch with us
With kind regards
Yours sincerely
for IeRA Limited
-- Iobit Inamdar S (Senior Vice President) (Analyst)
Page 52 of60
Annexure
Details of the bank limits rated by leRA (Rated on long term seale)
Page 53 of60
I eRA limited AIIA~fIiI ofMoltldyIInvllllttmI ~
Ref DRATfl013middot140middot3611
Date August 222013
MI Sanjay AggarwaJ VP - Accounts amp Taxation Orris Infrastructure Private Limited JmiddotIO5 DLF Phasemiddotll MG Road Gurgaonmiddot J22002 Haryana
Dear Sir
Re leRA ruting for Rs 2000 crote NCD Progrumme of Orris Infrastructure Private Umlted
This is with reference to your letter dated August 9 2013 for re-validating your rating for the Rs 200 erore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Boods programme ofyour company and last communicated to you vide QuI letter dated May 212013 stands The other terms and conditions for the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DlRAT12013middot 1410-362 dated May 2013 stands
With kind regards For lCRA Limited
(Senior Vice President)
T~middot + 91middot 124 bull ~ website VWW bulliCfSio fw + 91 124 -~ email info~middoticralndiagtcom
Page 54 of60
Ie R A Lim
Ref DfRAT2013-14O-364
Date October 03 2013
Mr Sanjay Aggarwal VP - Accounts amp Taxation Orris Infrastructure Private Limited J-105 DLF Phasemiddotmiddotll MG Road Gurgaon - 122002 Haryana
Dear Sir
Re ICRA rating for Rs 2000 crOTe NCD Programme of Orris Infrastructure Private Limited
This is with reference to your letter dated September 03 2013 for re-validating your rating for the Rs 200 crore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Bonds programrne of your company and last conununicated to you vide our letter dated August 22 2013 stands The other terrns and conditions fur the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DRATI2QI3middot 14()362 dated May WI3 stands
With kind regards For [eRA Limited
Vi (Senior Vice President)
Buildlng No 2 Iloot Tel + 81 124 - 4545300 websf1e WWWJCf8D
Tower A Cyber Oily Fax + 91 124 bull 4000424 ilImaH lnfoicralfldliLcof1
Phase II Gurgaonmiddot 1~
Regd Offictl noo iltailash Building i 1 Floor 26 KDtwoo Qandhi Marg New Delhi bull 110001
RATING RES EAR C H INfORMATION
Page 55 of60
ANNEXURE 5
CONSENT LETTER FROM DEBENTURE TRUSTEE
Ref No 1750 ITCL JUtmiddots I ru~1 Company Limilt~d
September 30 2013
Orris Infrastructure Private limited (Company) Jmiddot105 OLF PhaSe - 11 MG Road Gurgaon 122002
Kind Attention Mr Vljay Gupta Director
Sub listed Secured Redeemable Non Convertible Debentures (NCDs) aggregating to Rs 200 crs proposed to be issued by the Company on private placement basis
Dear Sirs
This is with reference to our discussion regarding appointment of ILampFS Trust Company limited (ITCL) as Debenture Trustee for the proposedlssue of listed Secured Redeemable NCDsof Rs 1 crore each aggregating to Rs 200 crs to ~ issued by the Company on private placement basis In this regard VIle do hereby give out consent to act as the Debenture Trustee subject to the Company agreeing to the following conditions
1 The Company agrees and undertakes to create the securities over such terms and conditions as detai~d in the signed Information Memorandum as submitted to us and execute the Debenture Trust Deed and other necessary security documents as required
2 The Company agrees amp undertakes to pay Debenture Trustees so long as they hold the office of the De~nture Trustee remuneration as stated in appointment letter dated July 30 2013 for the services as Debenture Trustee in addition to all legal travelling and other costS charges and expenses which the Debenture Trustee or their officers employees or agents rnayiocur in relation to execution of the Debenture Trust Deed and all other documents affecting the Security till the monies in respect of the Debentures have been fully paid-off and the requisite formalities for satisfaction of charge in aU respects have been complied with
3 The Company agrees ft undertakes to comply with the provisions of SEal (Debenture Trustees) Reguliltions 1993 SE61 (Issue and Listing of Debt Securitles) Regulations 2008 SEBICircutar No$EaIIlMOOfgtl1Sondl2oo911 105 dated 11052009 on Simplified Listing Agreement for Debt Securities read with the SEBl Circular No SEBIIIMDDOF-1 tBONDlClr-5120o9 dated the 16th November 2009 the Companies Act 19l)6 ilnd other applicable proviSions I circulars guidelines etc as applicable and amended from time to time and agrees to furnish to Trustees such information in terms of the same on regular basis
Sincerely For ILftFS Trust Company lilDi~d
lL__~~ ~ ~ ~~~ --- ~
Authorized Signatory
lUfFS Finru1 Centre PloINo C 22 G Block 5th Floor Bjr Kurio Complex Bandra (Eastl Mumbamiddotmiddot 40(K)SI INDIA
Bangalor( Office ILEtFSTru1 (ompally Ltdbull ALmiddotLalheef 151 Floor No 2Unioll Slreet Offlnanlry Raad Banglore 5hlX)OI INDIA
New Delhi Offire ILftFSTrusl (ompY tId Amiddot26a lsI Ploor Bhishm Pithamah Marg DefencfCoony New Delhi - 110024 INDIA
Kolkala Offilaquo ILftfSTrusl Company Ltd ILIIFS Constantia lnlflPor n Dr11 lIt Bramachari Street Kolkata bull 700017 INDIA
Page 56 of60
ANNEXURE 6
CONSENT LETTER FROM REGISTRAR AND TRANSFER AGENT i
Skyline Financial Serrr)ices Pvt Ltd SEBI REGISTERED CATEGORY1 REGk)IRARS ampSHARE TRANSfRAtgtENT D153A Ht Floor () nol Area Ph bullbullbullI New Dolhmiddot llO 020 1 9 middot1126812682 2S612~83 EmiddotmaI nOlltyhOaccrn tte-oSi$ wwwSiltyllnfHla_all1
August 29 2013
MrVlneel Kumar Gupta
Sr Manaler Secretarial
Orris InfraSlrucllJre Private Limited
Orris la M G Road
Gurgaoo - 1iG 002 (Hr)
Sub Consent to aet as Registrar to Issue and TfBllSfer Agent
DearSJr
Thls1s in reference 10 YOllr email datild AugJS1 29 2013 We hereby give our consent to act as 21
Registrar to IsSue and Transfer Agent for your propOSed issue of 1O - conveo1ibledebentures Of Rs
20000 Crore (jl1d our name IS Registrar to i$sueandShare Transfer agent may please be included in
Thanking you Y()ursfailhfufy
Vice- President
Page 57 0[60
--
-------
ANNEXURE 7
APPLICA TION FORM
ORRIS INFRASTRUCTURE PRIVATE LIMITED Registered Office RZ-D-5 Mahavir Enclave New Delhi 110045
Corporate Office 1-105 DLF Phase II Mehrauli Gurgaon Gurgaon -122002
Application No ___ Date
Dear Sirs
VWe have read and understood the terms and conditions of issue by Orris Infrastructure Private Limited of senior secured cumulative redeemable Non-Convertible Debentures of face value ~ 10000000 (Rupees One Crores only) having a coupon rate of 20 pa on a private placement basis on the face value aggregating to ~ 2000000000- (Rupees Two Hundred Crores only) (Debenture) contained in the Information Memorandum Disclosure Document dated __2013 VWe bind ourselves to the terms and conditions as contained in the Information Memorandum Disclosure Document and wish to apply for allotment of these Debentures The amount payable on application as shown below is remitted herewith On allotment please place myour name(s) on the Register of Debenture holder(s)
(Please read carefully the instructions on the next page before filling this form)
No of Debentures applied No in figures No in words for
Amount (~)
Detal s I 0 f payment ChequesDemand Date Drawn on Bank DraftlRTGS Details
Applicants Name amp Address in full (please use capital letters)
Pin Code Telephone I Fax Email
I Status Bankin~ Company ( ) Insurance Company ( ) Other ( ) (specify in case of others) Name of Authorized Signatory Designation Signatures Signatoty
Details of Bank Account Bank Name amp Branch Nature ofAccount Account No IFSCINEFT Code middot)---~1
-- --
Depository Details
I1We the undersigned want to hold the Debentures of the Company in the dematerialised fonn Details of myour Beneficiary Account are given below
Depository Participant Name - shy
DPID
Beneficiary Account Number shy
Name of the Applicant
() II We understand that in case of allotment of Debentures to my lour Beneficiary Account as mentioned above would be credited to the extent of Debentures allotted
Taxpayers PAN I GIR No IT CircleIW ardlDistrict ( ) Not Allotted
Tax Deduction Status () Fully ( ) Tax to be ()Yes ONo Exempt deducted at
Source
I1We hereby understand that the Company has not provided and will not provide any material or other infonnation regarding the Debentures except as included in the Infonnation Memorandum Disclosure Document
Signature of the Applicant _________________(Tear here)__________
ACKNOWLEDGEMENT SLIP
Application No Date -- shyReceived From
1shy----------------------~
By ChequelDemand DraftlRTGS No
drawn on towards application for ______ Debentures (Chequesl Demand Drafts are subject to realisation)
For Orris Infrastructure Pvt Ltd
For all further correspondence please contact INFRASTRUCTURE PRIVATE LIMITED Tel +91 124-4979200
Page 59 of60
10
INSTRUCTIONS
You must complete application in full in BLOCK LETTERS IN ENGLISH
2 Your Signatures should be made in English or in any of the Indian languages
3 Application forms duly completed in all respects together with high value Cheques Pay Order Demand Drafts must be lodged at the Orris Infrastructure Private Limited Corporate Office (as provided above)
4 Payments through RTGS shall be made as follows
Beneficiary Account name Orris Infrastructure Private Limited IFSC Code UTIB0000056 Bank Account No 056010200015303 Bank Axis Bank Ltd Branch Sec-14 Gurgaon
5 The Cheque(s)Demand Draft(s) of high value clearing zone should be drawn in favour of ORRIS INFRASTRUCTURE PVT LIMITED and crossed Ale payee only Cheque(s)Demand draft(s) may be drawn on any scheduled bank and payable at Delhi
6 Mr Vineet Gupta as authorised representative of the Company will issue the Acknowledgement Slip (appearing below the Application Form) as acknowledgement of receipt of applications No separate receipt will be issued
7 You should mention your Permanent Account Number or the GIR number allotted under Income- Tax Act 1961 and the Income-Tax CirclelWardlDistrict In case where neither the PAN nor GIR number has been allotted the fact of non-allotment should be mentioned in the application form in the space provided
8 The application would be accepted as per the terms of the issue outlined in the Information Memorandum Disclosure DOC~fii
r1- -~0 gt tl~~ ~gt
j )j~ (~~ ~O
~ shy
Page 60 of60
case may be to pay interest principal or other amounts on or in connection with any Debentures may occur for other reasons and the Issuer does not represent that the statements below regarding the risks of holding any Debentures are exhaustive Prospective Investors should also read the detailed information set out elsewhere in this Information MemorandumDisclosure Document and reach their own views prior to making any investment decision
The following are the risks envisaged by the management and Investors should consider the following risk factors carefully for evaluating the Company and its business before making any investment decision If any one of the following stated risks actually occurs the Companys business financial conditions and results of operations could suffer and therefore the value of the Companys debt securities could decline
Note Unless specified or quantified in the relevant risk factors the Company is not in a position to quantify the financial or other implications of any risk mentioned hereinbelow
bull Legality of Purchase A prospective Investor of the Debentures will be responsible for the lawfulness of the acquisition of the Debentures whether under the laws of the jurisdiction of its incorporation or the jurisdiction in which it operates or for compliance by that prospective Investor with any law regulation or regulatory policy applicable to it
bull A Slowdown in Economic Growth in India could Cause the Companys Business to Suffer The Companys performance and the quality and growth of its assets are necessarily dependent on the health of the overall Indian economy A slowdown in the Indian economy could adversely affect its business
bull Terrorist Attacks Civil Unrest and other Acts of Violence or War involving India and other Countries could Adversely Affect the Financial Markets and the Companys Business Terrorist attacks and other acts of violence or war may negatively affect the Indian markets and may also adversely affect the worldwide financial markets These acts may also result in a loss of business confidence In addition adverse social economic and political events in India could have a negative impact on the Company Such incidents could also create a greater perception that investment in Indian companies involves a higher degree of risk and could have an adverse impact on the Companys business
bull Uncertain Trading Markets and Liquidity Risk The Company cannot assure holders of the Debentures that a trading market for their Debentures will ever develop or be
Debenture holders may not be able to sell such Debentures readily or at prices that will enable them to realize their anticipated yield
bull The Company is Subject to Volatility in Cash Flows The Companys receipts from its customers are linked to the progress of construction on its projects and the creditworthiness of its customers Any delay in the receipts from its customers could impact the cash flows of the Company
bull Credit Risk Prospective Investors should be aware that receipt of any interest payment and principal amount on the Debentures is subject to the credit risk of the Issuer In the event that bankruptcy proceedings or composition scheme of arrangement or similar proceedings to avert bankruptcy are instituted by or against the Issuer the payment of sums due on the Debentures may be substantially reduced or delayed
bull Licences The Companys business requires grantrenewalextension of various licences approvals permissions from appropriate authorities under the applicable laws Any delay in grantrenewalextension of or refusal of appropriate authorities to grantrenewextend such licences approvals permissions could have an adverse impact on the business of the Company
bull MOUs and Collaboration Agreements The Company enters into MOUs collaboration agreement or other agreements to acquire title or land development rights with respect to certain lands for which the Company makes partial payments to land owners and Companys failure to meet the conditions of the MOUs collaboration agreements may adversely affect its business financial condition and results of operation
J
GENERAL INFORMATION
L Name and address of the Registered Office of the Company
Orris Infrastructure Private Limited RZ-D-5 Mahavir Enclave New Delhi 110045 Phone +91 1244979200 Fax +91 (0)124235329192 Email infoorrisin
2 Compliance Officer The details of person appointed to act as Compliance Officer for the purpose of this Issue is set out below
Vineet Gupta J-105 DLF Phase II Gurgaon 122002 Phone +91 124-4979200 Fax +91 11 2353291 Email vineetorrisin
3 Auditors
PR Kumar amp Company C-24 Safdarjung Development Area Main Aurbindo Marg New Delhi 110016 Phone +91 11 47118888 Fax +91 11 47118855 Email prkum~prkumarcom
4 Debenture Trustee
IL amp FS Trust Company Limited ILampFS Financial Centre 3rd Floor Plot No C-22 G Block Bandra Kurla Complex Bandra - East Mumbai - 400051 Phone +91 2226593810 Fax +91 2226533297 Email asstvicepresidentilfsindiacom
5 Registrar and Transfer Agent to the Issue
Skyline Financial Services Private Limited D-153 A 1st Floor Okhla Industrial Area Phase -I New Delhi 110020 Phone +91 11 30857575 Fax +91 11 30857562 Email adminskylinertacom~-t------
Page 13 of60tv))
-----~
6 Credit Rating Agency
ICRA Limited 1105 Kailash Building 11th Floor 26 Kasturba Gandhi Marg New Delhi 110001 Phone +91 11 2335794050 Fax +91 11 23357014 Email infoltq)icraindiacom
7 Details of Board of Directors
The following table sets forth details regarding the Companys Board of Directors as on the date of this Information Memorandum Disclosure Document
3260 Janakpuri New Delhi Managing Director 110058
Amit Gupta Joint- Managing Director C-3260 Janakpuri New Delhi 110058
None of the above Directors appear in the RBI defaulter list
Profile of Directors
Mr Vijay Gupta - Chairman and Managing Director Mr Gupta aged 55 years commerce graduate from Delhi University is a real estate veteran He has over 22 years of experience in handling Sale Leasing and management of land office buildings shopping centers residential and income generating properties and is a well-known name among known and building developers in the Northern India Mr Gupta has acted as Land consolidator and sold big land holdings to Builders and developers like D LF Vatika Sun City and several others in NCR region Mr Gupta has great credibility in the market for timely payment transparency and fair transaction
Mr Gupta has pioneered in providing real estate solutions to new age corporate and the IT Industry He has intricate knowledge and clear vision of the real estate sector He has helped in creating landmark structures in reflecting new standard of excellence in the real estate industry
Mr Vijay Gupta has negotiated and guided the company to enter into a very prestigious collaboration deal with DLF - the leading number one brand in development of real estate in India to develop 49288 acres of commercial land in the NCR region The company will get a great mileage from this agreement as besides the developed area the property will be Co-Branded as DLF ORRIS DLF has agreed to co brand the development due to this location advantage and future Prospects olt0Jcfl~
q~dj
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ImiddotJIiIMJff tlmiddotiAIIfiiJilIIfIii Mi rug ~IY_ ~icent
Mr Amit Gupta - Joint Managing Director Mr Amit Gupta son of Mr Vijay Gupta aged 32 years is young talented and has great business sense He has coordinated and developed several real estate projects in Gurgaon and adjoining areas Mr Amit Gupta has negotiated several land deals to the benefit of the company and is an expert in such deals
He is working out the details with architect to start the proposed housing project in the next couple of months He is in advance stage of negotiation for several other projects of the group
Mr Amit Gupta has a vision to make ORRIS a name to reckon with by providing real estate solutions to all and set bench mark constantly for itself and evolve a strategy of transparency and credibility
ISSUER PROFILE
1 Brief summary of Business Strength and Strategy Named after an extraordinary flower known for its fragrance Orris believes in leaving an everlasting fragrance in the minds of its customers stakeholders and society at large Orris is driven by passion and qUality At Orris we strive for perfection Our services range from real estate to energy from hospitality to education golf and much more Corporate social responsibility is embedded in our DNA Our journey is guided by a strong vision unshakable foundation and driven by quality and excellence service focused towards serving and offering our customers more than they expect Mr Vijay Gupta began his journey when he laid the foundation for Orris in 2008 His dream to usher India into a new era prompted him to found Orris From being a land consolidator and financier to starting his own real estate division he has come a long way scripting successes on his way Owing to his spectacular endeavors the company has been honored by the industry with the award prestigious Emerging Residential Infrastructure Company of Year 2010
Orris has had a great spell in the last three years Foundations for some of the ambitious projects were laid and a few have reached their finishing stage Apart from its foray into real estate Orris has made inroads into energy hospitality golf and education
At Orris we want to leave you with an everlasting experience Because you deserve the best Discover a fresh lease of quality life with Orris whether it is Real Estate Energy Hospitality Golf or Education We are passionate committed and driven
2 Main objects of the Company The main objects of the Company contained in its MOA are
bull To undertake and carry on the business of construction purchase sell and develop any type of property whether residential commercial industrial rural or urban whether belong to the company or any other person To develop erect and construct commercial properties buildings houses shopping centers and to carry out civil and construction work of every description and to improve repair renovate transfer charge assign let out hire sublet or sublease all type of lands plots buildings offices flats warehouses godown shops building banquet halls tenements and immovable properties whether freehold or lease hold of any nature and description
bull To carry on the business as owners builders developers promoters proprietors civil contractors of industrial commercial and residential properties colonies mills workshop buildings cinema houses and to deal in all kinds of immovable properties whether belonging to the company or not
bull To act as agent for purchasing selling and letting on hire land agricultural land and houses multi-stored commercial or residential building on commission basis To acquire land for the construction of multistoried buildings and to license the flats therein on suitable terms and conditions
bull To carry on the business of contractors dealers commission agents brokers consultants representatives and middlemen of properties To act as advisors andor consultants on all matters relating to the construction business town planning landscape architecture structural engineers and to prepare complete scheme drawings plans and estimates and to provide technical know-how in India or abroad
3 A brief history of the Company since inception
Incorporation details The Company was incorporated on July 26 2006 as a private limited company vide Certificate of Incorporation issued by Registrar of Companies of National Capital Territory of Delhi amp Haryana bearing Corporate Identity Number U70 109DL2006PTC 151295
Authorized 50000000 Equity shares of ~ 10- each 500000000shyIssued Subscribed amp Paid Up 29790000 Equity shares of ~ 10- each
flleT HMMUCiiWAJMWPiiliMNiI JI-
Date of Increase Incorporation
September 52007
December 1 2007
July 25 2012
Alteration The authorized share capital of the Company at the time of incorporation was ~ 500000- (Rupees five lakhs only) divided into 50000 (fifty thousand) equity shares of~ 10- (Rupees ten only) each
The authorized share capital of the Company was increased from ~ 500000 - (Rupees five lakhs only) to ~ 10000000- (Rupees one crore only) divided into 1000000 (Ten Lakh) equity shares of ~ 10- (Rupees ten only) each
The authorized share capital of the Company was increased from ~ 10000000- (Rupees one Crores only) to ~ 100000000 - (Rupees ten crore only) divided into 10000000 (one crore) equity shares of ~ 10- (Rupees ten only) each
The authorized share capital of the Company was increased from ~ 100000000- (Rupees Ten Crores Only) divided into 10000000 equity shares of ~ 10- (Rupees Ten Only) each to ~ 500000000shy(Rupees Fifty Crores Only) divided into 50000000 equity shares of~ 10- (Rupees Ten Only)
Date of Allotment
July 26 2006
October 222007
January 9 2008
March 21 2009
June 26 2012
August 82012
March 16 2013
No of Shares and Face Value
10000 Shares of ~ 10 each
500000 Shares of ~ 10 each
800000 Shares of ~ 10 each
2000000 Shares of~ 10 each
1655000 Shares of~ 10 each
19860000 Shares of ~ 10 each
4965000 Shares of~ 10 each
Amount per
share 10
10
10
10
10
10
10
Capital (~)
100000shy
5000000shy
8000000shy
20000000shy
16550000shy
198600000shy
ubullbull _bullbullbull ~-~_______~__________________
Sr Name of No the
Shareholder
Vijay Gupta1
Amit Gupta2
Sumit 3 Gupta
Kusum 4 Gupta
Mamta 5 Gupta
Pooja Gupta6
Ms Vijay 7 Gupta (HUF)
Ms Amit 8 Gupta (HUF)
Ms Sumit 9 Gupta (HUF)
Address
C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058
C-3260 Janakpuri New Delhi 110058
C-3260JanakpuriNew Delhi 110058
C-3260 Janakpuri New Delhi 110058
2681100
2681100
2085300
2383200
2383200
2383200
5064300
5064300
5064300 10
No of Amount Type shares per of
Share Shares
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
Equity
4 Debt-equity ratio prior to and after issue of Debentures
(Amounts in~)
Debt 2652702404 4652702404 Equity 368205693 368205693 Debt-Equity Ratio 720 1264
1 The figures are as per provisional accounts for the [mancial period ending September 272013 The figures are as per provisional accounts for the financial period ending 27th September 2013 3114--bull
includes debenture issued 200 secured redeemable Non-Convertible Debenture of 2000000qQ9t~~(9~
(Rupees Two Hundred Crores only) to be raised through present Issue of Debentures f - ~ ~_ (5 ~I
Page 1~ ~~~~j ~~~-j5-~
2
FINANCIAL HIGHLIGHTS OF THE COMPANY 3
Provided below are highlights from March 31 2013 and March 312012
-
PARTICULARS
Shareholders Funds Share Capital Reserves and Surplus Non-Current Liabilities Long-Term Borrowings Other Long Term Liabilities Long Term Provisions Current Liabilities Short-Term Borrowings Trade Payables Other Current Liabilities Short-Term Provisions TOTAL Non-Current Assets Fixed assets (i) Tangible assets (ii) Intangible assets (iii) Capital work-in-progress
Non-current investments Deferred Tax Assets (Net) Long term loans and advances Current assets Inventories Trade Receivables Cash and Cash Equivalents Short-Term Loans and Advances TOTAL
Profit amp Loss Statement Income From Operations Expenditure Profit Before Tax Provision For Tax NET PROFIT
the Companys balance sheet as on
AS AT AS AT
31032013 31032012 -
(In t) (In t)
297900000 33100000 213213781 387605693
833881405 1163249172 113701597 104516080
3716055 2624152
1043912351 511881321 318959605 500619871
7230525889 6415810732 2987458 middot12901961
10058798141 9132308982
41142649 84146355 1804455 1364419
10535400 shy8181894 8298894 5484172 6174926
211337362 637591171
3033819766 2432400222 - 14337455
325475165 554273019 6421017278 5393722521
10058798141 9132308982
FY 2013 FY 2012 3813273647 2063682309
3670103696 1960640137 143169951 103042172 51380355 54143420
90408088 54024176
3 The above given figures are duly audited by auditors of the company
OFFER DETAILS
1 Details of debt securities issued and sought to be listed The securities proposed to be issued pursuant to this Information Memorandum Disclosure Document will be listed on WDM of the BSE
2 Nature of Instrument Senior Secured Cumulative Redeemable Non-Convertible Debentures issued on a private placement basis
3 The Issue size The Company proposes to issue 200 Secured Cumulative Redeemable Non-Convertible Debentures having Face Value of ~ 10000000shy(Rupees One Crores only) each having aggregate face value of ~ 2000000000- (Rupees Two Hundred Crores only)
4 Face Value Each Debenture has a face value of ~ 10000000- (Rupees One Crores only) per Debenture
5 Redemption The outstanding amount of the Debentures shall be repaid in monthly installments payable as per the Payment Schedule
Unless redeemed earlier m accordance with this Information Memorandum Disclosure Document and the terms of the Security Documents the Debentures shall stand redeemed on payment of the final installment as per the Payment Schedule The redemption shall apply to each Debenture uniformly Any redemption of Debentures by the Company shall be proportionate redemption of all the Debentures collectively through reduction in face value of each Debenture
In the event of a default as defined in the Debenture Trust Deed the Debenture Trustee (on instructions from the Debenture holders) can exercise a put option on the Promoters to buy back the entire outstanding Debentures
6 Tenor Forty Eight (48) months from the Deemed Date of Allotment ending on the last Due Date unless redeemed earlier in accordance with the terms of the Debenture Trust Deed
7 Interest Rate The Debentures will carry an interest at the rate of 20 (Twenty percent) per annum payable monthly (subject to deduction of tax at source if applicable at the rate prevailing from time to time under the provisions of the Income Tax Act 1961 or any other statutory modifications or reshyenactment thereof for which a certificate will be issued by the Company-_ on the outstanding principal amount of Debentures and(other-~~
i ( y page~f )~
- -
-
Outstanding Amounts throughout the tenure of the Debentures till final redemption as per Payment Schedule
Interest payable on the Debentures shall accrue on a day to day basis and shall be computed on the basis of 365 (Three Hundred Sixty Five) days divided equally for each of the twelve calendar months
8 Payment Mechanism Payments towards interest and towards repayment of the outstanding amount of Debentures shall be made by way of drafts cheques credit through RTGS mechanism on the Due Dates to those Debenture holder(s) whose names appear on the list of beneficiaries provided by the Depositories to the Issuer Such payments shall be made from the Escrow Account in the manner specified in the Debenture Trust Deed The names would be as per the Depositories records on the relevant Record Date fixed for the purpose of such payments as provided in this
Information Memorandum Disclosure Document In case of those Debentures for which the beneficial owner is not identified by the Depository as on the Record Date the Issuer would keep in abeyance the payments till such time that the beneficial owner is identified by the Depository and conveyed to the Issuer whereupon the payments will be paid to the beneficiaries as identified
In case the Due Date falls on a day which is not a Business Day then the payment due shall be made on the succeeding Business Day
9 Security The principal amount of the Debentures together with any interest accrued thereon and other Outstanding Amounts Debenture Trustees remuneration and all costs charges expenses and all other monies due in respect of the Debentures and or under the Transaction Documents shall be secured by the Obligors by
a First and exclusive charge on all receivables from the Project through the Deed of Hypothecation together with the Escrow Agreement and such charge will be superior to any other claims on the Project receivables
b First and exclusive charge on all amounts lying to the credit of the Escrow Account under the Deed of Hypothecation
c First and exclusive charge by way of equitable mortgage on the Commercial Property (Mortgaged Property) through execution of a registered Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property in favour of the Debenture Trustee together with a declaration cum undertaking from CDPL declaring the creation of mortgage by deposit of title deeds of the Commercial Property in terms of the memorandum of entry
d Equitable mortgage and exclusive charge over FSI equivalent to 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of the Commercial Project together with all the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
e Exclusive charge over all the rights title interest benefits claims demands of any nature whatsoever of the Company under andor in respect of the CDPL Collaboration Agreements for development and construction of the Commercial Colony and the entire FSI in the Project along with proportionate undivided interest in the underlying land and without limitation the following
(i) the right to compel performance thereunder and to substitute or be substituted for the Company thereunder and to substitute and be substituted thereunder for the Company thereunder and
(ii) to commence and conduct either in the name of the Company or in its own name or otherwise any proceedings against any person in respect of any breach of the CDPL Collaboration Agreements and
(iii) all claims of the Company including in any proceedings against all or any such persons to any amounts owing to or received by the Company thereunder and
(iv) the rights and benefits of all Approvals to the extent capable of assignment together with the right to further assign any of the CDPL Collaboration Agreements and such Approvals to any Person
(v) Pledge of shares representing the entire issued and paid up share capital of CDPL under the Deed of Pledge
(vi) Personal Guarantee of Sh Vijay Gupta Sh Amit Gupta and Smt Kusum Gupta and
(vii) Cheques
CDPL has consented to creation of charge over the entire FSI to the extent of 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of t
The said security shall be created in favor of the Debenture Trustee on or by the Deemed Date of Allotment
Obligors will ensure that market value of the above mentioned security will be at all times equal to the face value of the outstand~icitZt~ Debentures tp ---YZoltgtl
lSI r~
i~ ~r)Page 22 oK~-_
~~-___i
10 Board Authority The private placement of Debentures under this Information Memorandum Disclosure Document is being made pursuant to the resolution of the Board of Directors of the Company at its meeting held on June 24 2013
11 Rating and rating rationale ICRA has assigned a ICRA B+ (pronounced as ICRA B plus) rating to debentures programme of the Company to the extent of ~
2000000000- (Rupees Two Hundred Crores only) vide letter ref no DRAT2013-140-362 on May 212013 and revalidated vide letter ref no DRAT2013-140-363 on August 222013 The long-term rating carries a stable outlook A copy of the rating letter and its rationale from ICRA is enclosed as Annexure 4_ to this Information Memorandum Disclosure Document
12 Details of utilisation of the Issue Proceeds Our Board of Directors certifies that the proceeds of the Issue of Debentures shall be utilized for the general corporate purposes of the Company
13 Minimum Number of Debentures for Subscription The application must be made for a minimum of one (1) Debenture and in multiple of one (1) Debenture thereafter There is no maximum limit on the application
14 Listing The Debentures are proposed to be listed on the WDM segment of the BSE the details of which are provided below
The Bombay Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400001 Phone 91 22 227212334 Fax 91 22 22721919
The COJpany shall make an application to the BSE to list the Debentures to be issued and allotted pursuant to this Information Memorandum Disclosure Document and shall take all necessary steps to complete all the formalities relating to listing of the Debentures within 15 (fifteen) days from the date of closure of the Issue Date If such permission is not granted by the BSE within 15 (fifteen) days from the date of closure of the Issue or where such permission is refused by the BSE before the expiry of the 15 (fifteen) days from the closure of the Issue the Company shall at the option of the Debenture holders repay with interest (at the applicable Interest Rate) all monies received by it If the Company fails to repay such monies within 5 (five) days after the Company becomes liable to repay it then the default interest (at the applicable Default Interest Rate) shall also apply to the amount payable
by the Company over and above the applicable interest iP~d (OS4( i~
Page 23~~ ~Sl-C ~-_-)to ~--i-~-~
In connection with listing of Debentures with BSE the Company hereby undertakes to comply with all requirements of the Act applicable SEBI rules and regulations including Securities and Exchange Board of India (Issue and listing of Debt Securities) Regulation 2008 and the listing agreement with BSE
15 Market Lot The minimum lot size for trading of the Debentures on the Stock Exchange is proposed to be one (1) Debenture
16 Underwriting of the Issue The present Issue of Debentures has not been underwritten
17 Tax Benefits The Debenture holder(s) are advised to consider in their own case the tax implications in respect of subscription to the Debentures after consulting their respective tax advisor
18 Governing Law The Debentures shall be construed to be governed in accordance with the laws of India Any dispute arising thereof will be subject to exclusive jurisdiction of the courts in Delhi Over and above the aforesaid terms and conditions the said Debentures shall be subject to the terms and conditions of the Security Documents
19 Debenture Redemption Reserve The Company hereby agrees and undertakes to create a debenture redemption reserve as per the provisions of the Security Documents the Act and the rules regulations notifications and circulars issued by the Ministry of Corporate Affairs and if during the currency of these presents any guidelines are formulated (or modified or revised) by the Central Government or any government agency or corporation having authority under Law in respect of creation of debenture redemption reserve applicable to the Debentures the Company shall duly abide by such guidelines and execute all such applicable supplemental letters agreements and deeds of modifications as may be statutorily required by the Debenture holders or the Debenture Trustee
20 Undertaking to use a Common Form of Transfer The issue of Debentures shall be made in dematerialized form only and no Debentures will be issued in physical form However the Company will use a common transfer form for physical holdings if at a later stage there is any holding in physical form due to the depository giving any Debenture holder the option to rematerialize the Debentures
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
The following contracts documents not being contracts entered into in the ordinary course of business carried on by the Company or entered into more than two years before the date of this Information Memorandum Disclosure Document which are or may be deemed material have been entered into by the Company These material contracts or documents may be inspected at the Registered Office of the Issuer from 1000 am to 100 pm on all working days from the date of this Information Memorandum Disclosure Document until the date of closure of this Issue
Material Contracts 1 Copy of the letter from Skyline Financial Services Private Limited to the
Company giving their consent to act as the Registrar and Transfer Agent to the Issue
2 Copy of letter from ILampFS Trust Company Limited to the Company giving their consent to act as the Debenture Trustee to the Issue
Material Documents L Memorandum and Articles of Association of the Company as amended
from time to time
2 Credit rating letter from ICRA Limited
3 Copy of Certificate oflncorporation of the Company dated July 262006
4 Certified true copy of the resolution dated June 24 2013 approving the issue of Debentures and creation of securities on the term and conditions stated in this Information Memorandum Disclosure Document
5 Copy of Tripartite Agreement dated 17-02-2011 between the Company the Registrar and Transfer Agent and the CDSL (Depository)and Copy of Tripartite Agreement dated 03-03-2011 between the Company the Registrar and Transfer Agent and the NSDL (Depository)
6 Copies of Audited Financials of the Company for the last three financial years
DISCLOSURE ON EXISTING FINANCIAL INDEBTNESS
1 Details of Secured Borrowings4
Ao The secured loans of the Company outstanding as on March 312013 is as follows
(Amount in f)
Details of Vehicle Loans Axis Bank October 27 1390055 EMI Start date- Hypothecated to Limited 2010 December 10 2010 Axis Bank (BMW) Closure date- Limited
November 10 2013 HDFC March 09 2472342 EMI Start Date Hypothecated to Bank 2012 April 052015 HDFC Bank Limited Closure Date - April Limited (BMW) 052015
None of the above loans is secured against any of the security (as detailed in Offer Details section above)
B The Secured Debentures of the Company outstanding as on March 312013 are as under
ILampFS Secured 17 Monthly 1 14th part of the first floor Trust Redeemable installment (without Roof Right) being 45 Company Non- pa s Start sq yards out of 180 sq yards of Limited Convertible date- the first floor constructed on
Debentures 2205201 free-hold land bearing plot No Series shy I of 1 RZ-D-5 First Floor Mahavir aggregate Closure Enclave New Delhi -110045 face value of dateshy admeasuring 180 sq yards out 2202201 ofkhasra number 8314 35000000 4 situated in the area of village 0- (Rupees Palam now known as Mahavir Thirty Five Enclave Block -D New Delhi-Crores) 110045 issued at a discount of 2 Mortgage assignment of all the 17513shy rights title and interest
4 The figures are as per the audited balance Sheet for the financial year ending March 31 2013
----- shy
(Rupees whatsoever of the Company in Seventeen to under andor in respect of Thousand the collaboration agreements Five dated 27102007 and Hundred 01072010 executed with CDPL and Thirteen for development and only) on the construction of the Commercial face value Complex and sale of FSI to the (being ~ extent of 625000 Sq Ft along 10000001- with proportionate interest in (Rupees Ten the underlying land inl of the Lakhs only)) Commercial Complex of each debenture 3 Out of the total sanctioned FSI
of 702871 Sq Ft of Commercial Complex mortgage and charge over FSI equivalent to 625000 Sq Ft including prorata share over all that piece and parcel of free hold land admeasuring 95 acres (approx located at Sector 82A Gurgaon Haryana India over which the Commercial Complex is proposed to constructedI developed together with proportionate buildings and structures thereon AND the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
4 Pledge of entire issued equity share capital of CDPL
5 Post-dated cheques
6 Personal Guarantee of the Promoter viz Mr Vijay Gupta
ILampFS Secured 17 Monthly 1 114th part of the first floor Trust Redeemable installment (without Roof Right) being 45 Company Non- pa s Start sq yards out of 180 sq yards 0 f Ltd Convertible date- the first floor constructed on
Debentures 1506201 free-hold land bearing plot No Series - II of 1 RZ-D-5 First Floo~ M~ct[~ aggregate Closure Enclave New DelhI -11
-_ ()-4~-----
ltshy -
---- ----- ---------------shyface value of date- admeasuring 180 sq yards out ~ 1505201 of khasra number 83 14 42500000 4 situated in the area of village 0- (Rupees Palam now known as Mahavir Forty Two Enclave Block -D New Delhi-Crares) Fifty 110045 Lakhs
2 Mortgage assignment of all theissued at a rights title and interestdiscount of ~ whatsoever of the Company in58065shyto under andor in respect of(Rupees Fifty the collaboration agreementsEight dated 27102007 andThousand 01072010 executed with CDPLSixty Five for development andOnly) on the construction of the Commercialface value Complex and sale of FSI to the(being ~ extent of 625000 Sq Ft along1000000 shywith proportionate interest in(Rupees Ten the underlying land in of theLakhs only)) Commercial Complexof each
debenture 3 Out of the total sanctioned FSI of702871 Sq Ft of Commercial Complex mortgage and charge over FSI equivalent to 625000 Sq Ft including prorata share over all that piece and parcel of free hold land admeasuring 95 acres (approx) located at Sector 82A Gurgaon Haryana India over which the Commercial Complex is proposed to constructed developed together with proportionate buildings and structures thereon AND the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
4 Pledge of entire issued equity share capital of CDPL
5 Post-dated cheques
---6 Personal Guarantee of the Promoter viz Mr Vijay(qtipta
1
IDEI Trusteeshi p services Limited
Secured Redeemable Optional Convertible Debentures of aggregate face value of
80000000 0- (Rupees Eighty Crore Only) on the face value (being 5000000shy(Rupees Fifty Lakhs only)) of each debenture
Qu art erly Co u po n Rat e of 55
The company shall be obliged to redeem the OCDs in four equal installment s starting from march 31 2014 over a period of 6 (six) financial quarters (the first such financial quarter ending on March 31 2014) such that the OCDs are completely redeemed on June 302015
(i) First sole amp exclusive charge by way of(a) equitable mortgage on the Mortgaged Security Property I and (b) equitable mortgage on the Mortgaged Security Property II
Mortgaged Security Property-I shall mean 23268 acres out of the larger property being the aggregate of 19218 acres (forming part of 25018 acres of land for which License is in place) and the 405 acres for which letter of intent is in place along with the proportionate floor space index and all present and future buildings and structures constructed thereon and all the rights title and interest of the Company and the concerned group housing project landowners over such property excluding 404 (four hundred and four) number of units constructedto be constructed over the aforesaid 19218 acres as more particularly detailed III the transaction documents
Mortgaged Security Property-II shall mean 696 acres out of the security property-II 1004 acres of acquired land in Sector 85 Gurgaon Haryana along with the proportionate floor space index and all present and future buildings and structures constructed thereon and all the rights title and interest of the Company and the concerned group housing project landowners over such property
(ii) first sole and exclusive charge on present and future basis by way of hypothecation on the relevant group housing _poject
-------------------------~----------~-----------------------------receivables from time to time and monies lying and credited into the escrow accounts at any point in time including any fIxed deposits created in accordance with the escrow account agreement out of such monies from time to time together with all and any interest accruing in respect thereof and
(iii) The issuance of personal guarantees by the Promoters in favour of IDBI guaranteeing the fulfIllment of the secured obligations
The NCD Series - I were fully redeemed on July 272013
2 Details of Unsecured Borrowings5
The unsecured loans of the Company outstanding as on March 31 2013 follows
(in ~)
Loan from Body Corporate Flair Exports Pvt Ltd Seh Realtors Pvt Ltd Citland Commercial and Credits Ltd Delhi Brass and Metal Works Pvt Ltd Span India Pvt Ltd Loan Directors Shareholders and their Relatives Amit Gupta-Loan Taken Vijay Gupta (Loan Taken) Amit Gupta (HUF) Green Bay Infrastructure Pvt Ltd Kusum Gupta Mamta Gupta Pooja Gupta Vijay Gupta(HUF)
5000000000 10000000000 16670000000 6670000000
11670000000
2850848000 7929999985
20000000 32146887100
2466000000 5625400000 3250000000
92100000
5 The figures are as per audited financial for the financial year ending March 31 2013
Page 300[60
3 Details of Bank Guarantee6
Bank Guarantee by the Company in respect of Orris Business Square - 95 Acres
ICICI Bank 1 Limited June 182010
Issued by ICICI Bank June 182010 and Valid till October 28 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 2 Bank Ltd Jan 03 2013
ICICI Bank 3 Limited February 232011
Director Town and Country Planning Chandigarh
Director Town and Country Planning Chandigarh Haryana State Pollution Control Board
62946450 October 282012
5938000 October 272014
3750000 February 222016
Bank Guarantee by the Company in respect of Carnation Residency Aster Court Aster Court premier amp Villas 33 -25018 Acres
Issued by ICICI Bank on September 232008 amendment dated September 102010 and valid till September 22 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 4 Bank Ltd September 222012
Issued by ICICI Bank on September 23 2008 amendment dated September 102010 and valid till September 22 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 5 Bank Ltd September 222012
Director Town and Country Planing Chandigarh 111524000
September 222014
Director Town and Country Planing Chandigarh
6 The figures are as per audited accounts for the financial year ending March 31 2013
Page 31 0[60
--
----- --- - shyIssued by ICICI Bank on December 16 2010 and expiry date is Dec 15 2015 but we close it Haryana with ICICI Bank and a State fresh guarantee was Pollution
ING Vysya issued by ING Vysya Control January 6 Bank Ltd bank on 23012013 Board 5000000 142016 Bank Guarantee by the Company in respect of Spring Homes middot10043 Acres
Director Town and Country
ING Vysya Planing September 7 Bank Ltd September 32012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 8 Bank Ltd September 3 2012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 9 Bank Ltd September 32012 Chandigarh 13112500 22016
Director Town and Country
ING Vysya Planing September 10 Bank Ltd September 32012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 11 Bank Ltd September 3 2012 Chandigarh 14752500 22016 Bank Guarantee by the Company in respect of Carnation Residency Aster Court Aster Court premier amp Villas 33 -405 Acres
Director Town and Country
ICICI Bank Planing August 71 12 Limited August 8 2011 Chandigarh 21632230 2015
Director Town and Country
ICICI Bank Planing August 7 13 Limited August 8 2011 Chandigarh
---shy5062~~t ~~015
6ltC [-I_i ~~-
I cel i Ieshy -
Note ~
10 Bank Guarantee of 35 Crore is issued by ING Vysya Bank 2 ING Vysya Bank has given counter guarantee against BG of 21632230
amp 5062500 issued for Aster Court Carnation Residency Aster Court Premier amp Villas 33 ING has given counter guarantee for 62946450 amp 3750000 issued for OB8
3 In OB8 all payment of EDC has been made so BG of 62946450 will be released which is already expired
4 Bank guarantee issued by ING Vysya bank is on 10 cash margin on fIxed deposit
5 Security offered against 35 Cr Bank guarantees issued by ING Vysya Bank is following
Orris HQ(J-I0S DLF Phase-II(Gurgaon)-Given as collateral security Janakpuri (C-3260 New Delhi)-Given as collateral security
4 Particulars of debt securities issued (i) for consideration other than cash whether in whole or in part (ii) at premium or discount or (iii) in pursuance of an option
The Company confIrms that save and except the following given below company has not issued any debt securities (i) for consideration other than cash whether in whole or in part (ii) at premium or discount or (iii) in pursuance of an option
bull NCD-I at discount
bull NCD-II at discount bull OCD in pursuance of an option
5 Servicing behavior on existing debt securities payment of due interest on due dates on term loans and debt securities
The Company hereby confIrms that
1 it has been servicing all its principal and interest on time and there has been no subsisting delay or default since its incorporation
Ii there is no subsisting default in repayment redemption of any of its borrowings nor has the Company affected any kind of roll over against any of its borrowings in the past
6 That the permissionconsent from the prior creditor for a second or pari passu charge being created in favor of the trustee to the proposed issue has been obtained
The existing mortgage over the Co~mercial Property s~all be ~leared~tT~l the Company and a no dues certifIcate shall be obtamed pnor ~~tMe -~0--o Deemed Date of Allotment Accordingly the Company hereby cott(rms 1
If) J -~ ~ 1( D gt~
Page 33 6 ~
that it does not require any consent permission to create security in relation to the Debentures as stipulated in this Information Memorandum Disclosure Document and the Security Documents
7 Any material eventdevelopment or change at time of issue or subsequent to the issue which may affect the issue or the Investors decision to invest continue to invest in the debt securities
Directors of the Company represent that there have been no material developments at the time of issue or subsequent to the issue which would materially and adversely affect or are likely to affect the business of the Company or the value of its assets or its ability to pay its liabilities
OTHER INFORMATION AND ISSUE PROCEDURE
The Debentures being offered as part of the Issue are subject to the provisions of the Act the Memorandum and Articles of Association of the Issuer the terms of this Information Memorandum Disclosure Document Application Form and other terms and conditions as may be incorporated in the Debenture Trust Deed and other Security Documents
Issue of Debentures in Dematerialised Form The Debentures will be issued in dematerialized form The necessary arrangements are being made with the Depositories for the issue of the Debentures in dematerialised form Investors will have to hold the Debentures in dematerialised form as per the provisions of Depositories Act 1996 The Company shall take necessary steps to credit the Debentures allotted to the depository account of the Investor
Trustee for the Debenture holder(s) The Issuer has appointed ILampFS Trust Company Limited to act as trustee for the Debenture holder(s) The Issuer and the Debenture Trustee intend to enter into the Debenture Trust Deed inter alia specifying the powers authorities and obligations of the Debenture Trustee and the Issuer The Debenture Trustee shall act based on the provisions of the Debenture Trust Deed The Debenture Trustee will at all times protect the interest of the Debenture holder(s) in accordance with the Debenture Trust Deed
Resignation and Removal of Debenture Trustee The Debenture Trustee and the Company declares that they shall not revoke the Trust hereby declared till the Debentures are redeemed in full The Debenture Trustee may at any time without assigning any reason and without being responsible for any loss or costs occasioned thereby resign as the Debenture Trustee provided that they shall continue to act as Debenture Trustee until a successor trustee is appointed by the Company The Debenture Trustee may also be removed by majority Debenture holders without assigning any reason as per Debenture Trust Deed
Sharing of Information The Issuer may with the written consent of the Debenture holder(s) exchange share or part with any financial or other information about the Debenture holder(s) available with the Issuer with its subsidiaries and affiliates and other banks financial institutions credit bureaus agencies statutory bodies as may be required
Debenture holder not a Shareholder Subject to the Debenture Trust Deed the Debenture holder(s) shall not be entitled to any right and privileges of shareholders other than those available
to them under the Act The Debentures shall not confer upon the Debentt5~r)(~IifI~
holders the right to receive notice(s) or to attend and to vote at any ge111- ~~ meeting(s) of the shareholders of the Issuer (5[ )~
r-)e i3 gt ~
Page 35 of 60--gt
Modification of Debentures or Information Memorandum Disclosure Document The Issuer may make modifications in the Information Memorandum Disclosure Document only upon receiving consent from the Debenture Trustee who in turn shall seek approval from majority Debenture holder(s)
Notices Any notice may be served by the Issuer upon the Debenture holders through post email fax or personal delivery addressed to such Debenture holder at his her registered address and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof All notice(s) to be given by the Debenture holder(s) shall be sent by post or email or fax or by hand delivery to the Issuer or to such persons at such address as may be notified by the Issuer from time to time through suitable communication and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof or at the expiry of the 3 rd day from the date such notice is dispatched whichever is earlier All correspondence regarding the Debentures should be marked Private Placement of Debentures
All notices from the Issuer shall be sent to the Debenture Trustee with copies to the Debenture Holders All notices to be sent by the Debenture Trustee to the Issuer andor the Promoters shall first be sent to the Debenture Holders for Debenture Holder Approval in terms of the Debenture Trust Deed The Debenture Trustee shall ensure and procure that any notice received by the Debenture Trustee from the Issuer andor the Promoters is shared by the Debenture Trustee with all the Debenture Holders of the Issuer within a period of 2 (two) Business Days from the date of receipt of such notice and in every event before the Debenture Trustee responds to such notice
Issue Procedure Only Eligible Investors as given hereunder may apply for the Debentures by completing the application form in the prescribed format as attached in Annexure 7 (Application Form) in BLOCK LETTERS in English as per the instructions contained therein The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the Application Form No application can be made for a fraction of a Debenture Application Forms should be duly completed in all respects and applications not completed in the said manner are liable to be rejected
The name of the applicants bank type of account and account number must be duly completed by the applicant This is required for the applicants own safety and these details will be printed on the refund orders and interest redemption payments c~~ F~~~gt
~ll ~~
~( ~ )~~Jy 11 ~
~ ~
Page 36 of60-~-~ ~
The Application Form must be accompanied by either demand draft(s) or cheque(s) drawn or made payable in favour of the Issuer or otherwise as may be set out in the Application Form and crossed Account Payee Only Cheque(s) or demand draft(s) may be drawn on any bank including a coshyoperative bank which is a member or a sub-member of the New Delhi Bankers Clearing House located If permitted the applicant may transfer payments required to be made in relation to any by electronic transfer of fundsRTGS to the bank account of the Issuer as per details mentioned in the Application Form
Application Procedure Eligible Investors will be invited to subscribe by way of the Application Form prescribed in the Information Memorandum Disclosure Document during the period between the Issue opening date and the Issue closing date (both dates inclusive)
Fictitious Application As a matter of abundant caution and although not applicable in the case of debentures attention of applicants is specially drawn to the provisions of sub-section (I) of Section 68A of the Act
Any person who (a) makes ina fictitious name an application to a company for acquiring or subscribing for any shares therein or (b) otherwise induces a company to allot or register any transfer of shares therein to him or any other person in a fictitious name shall be punishable with imprisonment for a term which may extend to five years
Basis ofAllotment The Investors will be required to remit the funds as well as submit the duly completed Application Form along with other necessary documents to Issuer by the Deemed Date of Allotment Deemed Date of Allotment for the Issue is 23-10-2013 by which date Investors would be intimated of allotment
Record Date The date falling seven days prior to the Due Date or if it happens to be a holiday then the immediately succeeding Business Day shall be the Record Date
Eligible Investors Only those Investors who have been addressed through a communication directly are eligible to apply No other Investor can apply All Investors are required to comply with the relevant regulationsguidelines applicable to them for investing in this issue of Debentures
Note Participation by potential Investors in the issue may be subject to statutory andor 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 ~egulatory requirements applicable t them inclu~i~~lctUi~ exchange controls and other requIrements Applicants ought to seek Independent l~~ -~lti and regulatory advice in relation to the laws applicable to them rtf ~t
Page 37 o~-) ~~
Application under Power of Attorney Original power of attorney or the relevant authority together with its certified true copy as the case may be along with the names and specimen signatures of all the authorized signatories and the tax exemption certificate document if any must be lodged at time of submission of the completed Application Form Further modifications additions in the power of attorney or authority should be notified to the Company at its registered office
Procedure for applying for Dematerialised Facility
I The applicant must have at least one beneficiary account with any of the Depository Participants of NSDLCDSL prior to making the application
2 The applicant must necessarily fill in the details (including the beneficiary account number and Depository Participants ID) appearing in the Application Form under the heading Details for Issue of Debentures in ElectronicDematerialised Form
3 Debentures allotted to an applicant will be credited directly to the applicants respective beneficiary account(s) with the Depository Participants
4 For subscribing to the Debentures names in the Application Form should be identical to those appearing in the account 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 in the Depository
5 Non-transferable allotment advicerefund orders will be directly sent to the applicant by the Registrar and Transfer Agent to the Issue
6 If incompleteincorrect details are given under the heading Details for Issue of Debentures in ElectronicDematerialised 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
7 For allotment of Debentures the address nomination details and other details of the applicant as registered with hisher DP shall be used for all correspondence with the applicant The applicant is therefore responsible for the correctness of hisher demographic details given in the Application Form vis-a-vis those with hisher Depository Participant In case the information is incorrect or insufficient the Issuer would not be liable for the losses if any
8 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 t- ~gti)L~-~(i ~page380~ ~
~nmiddotmiddotmiddotmiddot-middotmiddotmiddotmiddot ~lt---plusmn
Documents to be provided by Eligible Investors
Investors need to submit the following documentation as applicable
Memorandum and Articles of Association or other constitutional documents
Resolution power of attorney authorising investment
Specimen signatures of the authorised signatories duly certified by an appropriate authority
bull SEBI registration certificate (if applicable)
Copy ofPAN Card to be submitted
bull Application fonn (including RTGS details)
Mode of Payment All payments must be made through cheque(s)draft(s)transfersRTGS as set out in the Application Form
Depository Arrangements The Company has appointed Skyline Financial Services Private Limited as the Registrar and Transfer Agent for the present Issue and the Company shall make necessary depository arrangements with CDSL and NSDL for issue and holding of Debentures in dematerialised form
List of Beneficiaries The Issuer shall request the Depositories to provide a list of beneficiaries as at the end of the relevant Record Date This shall be the list which will be used for payments of interest or repayment of redemption monies or any other amounts payable on the Debentures as the case may be
Effect of Holidays Should any of the dates defined above or elsewhere in this Information Memorandum Disclosure Document (except the Deemed Date of Allotment) fallon a day other than a Business Day the immediately succeeding Business Day shall be considered as the effective date(s) In case Record Date book closure date falls on a day other than a Business Day the Business Day the succeeding day shall be the record date book closure date
Tax Deduction at Source Tax as applicable under the Income Tax Act 1961 or any other statutory modification or re-enactment thereof will be deducted at source on the interest payable on the Debentures Tax exemption certificatedocumentform under section 193 of the Income Tax Act 1961 if any must be lodged at th~ Registered Office of th~ Issuer at least fiftee~~~middot(iJ2~~ (15) days before the relevant mterest payment becommg due (~ 1
i t IJ W7i$0 ~---Page 39 of 6O____~ti-----
Letters of Allotment The Issuer shall issue a Letter of Allotment to each Debenture holder on the Deemed Date of Allotment The Debentures will be subsequently credited in dematerialised form within 2 (two) Business Days from the Deemed Date of Allotment
Deemed Date of Allotment All the benefits under the Debentures will accrue to the Debenture holders from the date of receipt of the application monies The actual allotment may take place on a date other than the Deemed Date of Allotment
Refunds For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within seven days from the Deemed Date of Allotment of the Debentures 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
Joint Holders Where two or more persons are holders of any Debenture(s) they shall deem to hold the same as joint tenants with benefits of survivorship
Mode of Transfer Debentures shall be transferred subject to and in accordance with the rules procedure as prescribed by the NSDL CDSL Depository participant of the transferor transferee and any other applicable laws and the rules notified in respect thereof 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 Transferor shall give delivery instructions containing details of the transferees DP account in his depository participant
Succession In the event of demise of Debenture holder the Company will recognize the executor or administrator of the deceased Debenture holder or the holder of succession certificate or other legal representative as having title to the Debentures The Company shall not be bound to recognize such executor administrator or holder of the succession certificate or other legal representatives as having title to the Debentures unless such executor or administrator obtains probate or letter of administration or such holder is the holder of succession certificate or other legal representation as the case may be from a competent Court in India having jurisdiction over the matter The Company may in their absolute discretion where it thinks fit dispense with production of probate or letter of administration or succession ~--~gt
l
certificate or other legal representation in order to recognize such holder ~1 ~)t)
Page 40 of6~ Vv pound ~o-middot~-
bull ~f V
being entitled to the Debentures standing in the name of deceased Debenture holder on production of sufficient documentary proof or indemnity
Nomination In the event of however a deceased Debenture holder(s) having nominated any person entitled to be registered as the Debenture holder in the event of his death such nominee shall be registered as the Debenture holder in place of the deceased Debenture holder
Page 41 of 60 shy
OTHER REGULATORY AND STATUTORY DISCLOSURES
Stock Exchange Disclaimer Clause It is to be distinctly understood that filing of this Information Memorandum Disclosure Document with the Stock Exchange should not is any way be deemed or construed that the same has been cleared or approved by the Stock exchange The Stock Exchange does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue has been made or for the correctness of the statements made or opinions expressed in this Information MemorandumDisclosure Document
Listing Disclaimer The Debentures are proposed to be listed on the Wholesale Debt Market segment of the BSE The Company shall comply with the requirements of the listing agreement to the extent applicable to it on a continuous basis and shall complete all formalities relating to listing of the Debentures
Companys Disclaimer Clause The Company certifies that the disclosures made in this Information MemorandumDisclosure Document are generally adequate and III
conformity with SEBI Regulations Further the Company accepts no responsibility for statements made otherwise than in the Information MemorandumDisclosure Document or Security Documents or any other material issued by or at the instance of the Company and anyone placing reliance on any source of information other than this Information Memorandum Disclosure Document and the Security Documents would be doing at their own risk and the Company will not be liable for such reliance
Issue of Debentures in Dematerialised Form The Debentures will be issued only in dematerialized form The Issuer has made arrangements with the Depositories for the issue of the Debentures in dematerialized form Investors will have to hold the Debentures in dematerialized form as per the provisions of Depositories Act 1996
Consents ILampFS Trust Company Limited has given its written consent for its appointment as debenture trustee to the Issue under Regulations 4(4) of the SEBI Regulations and inclusion of its name in the form and context in which it appears in this Information Memorandum Disclosure Document __
4ti)~ ~ A )ro)
C
Page 42 of60
ANNEXURE 1 SUMMARY TERM SHEET
--------------------------------------------------------------------------- shyIssuer Orris Infrastructure Private Limited
Instrument Secured Cumulative Redeemable Non-Convertible Debentures
Total number of 200 NCDs Face Value ~ 10000000- (Rupees One Crore only) per Debenture
Issue Size ~ 2000000000- (Rupees Two Hundred Crores only)
Issue Price At its face value ie ~ 10000000- (Rupees One Crore only) per Debenture
Mode of Private Placement Placement Object of the The proceeds from the issue shall be utilized for the general Issue corporate purposes of the Company
Form of listed Dematerialised issuance Deemed Date of 23-10-2013 or any other date as decided by the Issuer Allotment
Tenor 48 (forty eight) months from the Deemed Date of Allotment
Redemption After expiry of the Moratorium Period the Issuer shall redeem the Debentures in equal monthly installments over a period of 33 (thirty three) months on each Due Date subject to premature redemption as permitted under the Debenture Trust Deed
Moratorium Period of 15 (Fifteen) months from the Deemed Date of Allotment Period Interest Rate Interest will be payable at the interest rate of 20 (Twenty percent)
per annum payable monthly on the Outstanding Amounts as per the Payment Schedule (refer Annexure 2 to this Information Memorandum Disclosure Document)
The first installment for interest payment shall also include an additional amount equivalent to 125 (one point two five percent) of the issue size (excluding any applicable taxes) to the Debenture holders in proportion to the Debentures held by them
Market Lot One (1) Debenture
Minimum Application
Early Repayment
Escrow Mechanism
------shy
Subject to the conditions specified in the Debenture Trust Deed (Premature Redemption) the Issuer shall have a onetime option to prematurely redeem in a single tranche and not exceeding 25 (twenty five) of the outstanding Debenture Principal Amount at any time after expiry of the 24 (twenty four) months from the Deemed Date of Allotment till the expiry of 30 (Thirty) months of the Deemed Date of Allotment (Premature Redemption Period) The Premature Redemption shall be exercised in a single tranche and shall be subject to fulfillment of each of the following conditions that the Company prematurely redeems Debentures equivalent to an amount in the multiples of ~ 50000000- (Rupees Five Crores Only) with the minimum amount being ~ 150000000- (Rupees Fifteen Crores Only) for redemption in excess of the amounts permitted for Premature Redemption as specified above the Issuer shall pay a premature redemption premium of 2 (two percent) on the amount being redeemed and paid by the Issuer plus applicable service tax or other statutory levy if any subject to deduction of income tax at the rate prescribed under the Income Tax Act 1961 (Premature Redemption Premium) subject to the Escrow Mechanism below the Issuer shall have the option to prematurely redeem the Debentures after the expiry of the Premature Redemption Period without paying any Premature Redemption Premium provided such amounts are in accordance with sub-clause (a) above and any redemption of Debentures by the Issuer in accordance with this Deed shall be proportionate redemption of all the Debentures together through reduction in face value of each Debenture Further the redemption of the Debentures may be carried out in accordance with the Escrow Mechanism mentioned below
All receivables from the Project will be deposited by the Company in an Escrow Account All monies deposited in the Escrow Account shall be utilized in following order Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal with respect to the Debentures Only upon satisfaction of the requirement of (1) and (2) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account towards withdrawal of upto ~ 900000000 (Rupees Ninety Crores only) by the Company After withdrawal of ~ 900000000 (Rupees Ninety Crores only) by the Company
Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal witl]_x~secttyct to
-_8f~~the Debentures (f~X-~~~
~ ) Page 44 amp1 ~____~i
--------------------------------------- -- -------------
Debt Service Reserve Account (DSRA)
Put Option
Issue open on
Issue closed on
Basis for Interest calculation
Listing
Depository
Credit Rating
Security
Only upon satisfaction of the requirement of (a) and (b) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account 60 (Sixty percent) of any further monies in the Escrow Account shall be used to accelerate the redemption of the Debentures and the remaining 40 shall be withdrawn by the Company
Shall mean an amount being not less than ~ 60000000 (Rupees Six Crores only) to be maintained by the Company in the Escrow Account at all times
In the event of a default as defined iIi the Debenture Trust Deed the Debenture Trustee (on instructions from the Debenture holders) can exercise a put option on the Promoters to buy back the entire outstanding Debentures
04-10-2013 or any other date as decided by the Issuer
23-10-2013 or any other date as decided by the Issuer
Interest payable on the Debentures shall accrue on a day to day basis and shall be computed on the basis of 365 (Three Hundred Sixty Five) days divided equally for each of the twelve calendar months
At the WDM segment of the BSE
NSDL and CDSL
ICRA B+ by ICRA Limited
The Debentures together with any interest accrued thereon and outstanding amounts Debenture Trustees remuneration and all costs charges expenses and all other monies due in respect of the Debentures shall be secured by
First and exclusive charge on all Project Receivables through the Deed of Hypothecation together with the Escrow Agreement and such charge will be superior to any other claims on the Project Receivables First and exclusive charge on all amounts lying to the credit of the Escrow Account under the Deed of Hypothecation First and exclusive charge by way of equitable mortgage on the Commercial Property (Mortgaged Property) through execution of a registered Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property in favour of the Debenture Trustee together with a declaration cum undertaking from CDPL declaring the creation of mortgage by deposit of titly-~Si~6d~~ the
I-SI ~~
Page 4~60
----------------------------------------------------------------------------------Commercial Property in terms of the memorandum of entry Equitable mortgage and exclusive charge over FSI equivalent to 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of the Commercial Project together with all the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
Exclusive charge over all the rights title interest benefits claims demands of any nature whatsoever of the Company under andor in respect of the CDPL Collaboration Agreements for development and construction of the Commercial Colony and the entire FSI in the Commercial Project along with proportionate undivided interest in the underlying land and without limitation the following the right to compel performance thereunder and to substitute or be substituted for the Company thereunder and to substitute and be substituted thereunder for the Company thereunder and to commence and conduct either in the name of the Company or in its own name or otherwise any proceedings against any person in respect of any breach of the CDPL Collaboration Agreements and all claims of the Company including in any proceedings against all or any such persons to any amounts owing to or received by the Company thereunder and the rights and benefits of all Approvals to the extent capable of assignment together with the right to further assign any of the CDPL Collaboration Agreements and such Approvals to any Person Pledge of shares representing the entire issued and paid up share capital of CDPL under the Deed of Pledge Personal Guarantee of Sh Vijay Gupta Sh Amit Gupta and Smt Kusum Gupta and Cheques
Security Creation The Security shall be created in the favour of the Debenture Trustee on or before the Deemed Date of Allotment
Representation The representations and warranties of the Company will be set out and Warranties in the Debenture Trust Deed
Event ofDefault All events of default as set out in the Debenture Trust Deed
Upon occurrence of such event of default Debenture Trustee shall (on instruction from the Debenture holders) issue a written notice of default to the Company and grant to the Company a cure period in accordance with the terms of Security Documents
The consequences of an event of default shall be governed_lgtY the provisions in the Security Documents and shall inclu9~~ayfu~i1t of
default interest and enforcement of the Security in the manner specified In the Security Documents including appointment of nominee director(s)
Default Interest An additional interest of 4 pa (four percent per annum) over and Rate above the Interest Rate (as defined hereinafter) (viz the default
interest rate shall be 24 (twenty four percent) payable in relation to the Debentures and the Outstanding Amounts payable In accordance with Security Documents
Registrar and Skyline Financial Services Private Limited Transfer Agent
Compliance All provisions clauses regulations specified by GOISEBIRoCBSE with respect to issue and listing of Redeemable and Secured Non-Convertible Debentures shall be complied with by the Company
Assignment Each Investor may transfer or dispose a part or the whole of its Transferability Debentures without the Companys consent
Governing Law The governing law will be the laws of India and the parties submit to and Jurisdiction the exclusive jurisdiction of the courts in Delhi
~-~---~-~
u c tL ~If) -~~-J bull (
Page 47 of60
ANNEXURE 2 PAYMENT SCHEDULE
Due date
Month 0
Last Day ofMonth 1
Last Day ofMonth 2
Last Day ofMonth 3
Last Day ofMonth 4
Last Day ofMonth 5
Last Day ofMonth 6
Last Day of Month 7
Last Day ofMonth 8
Last Day of Month 9
Last Day of Month 10
Last Day of Month 11
Last Day of Month 12
Last Day of Month 13
Last Day of Month 14
Last Day ofMonth 15
Last Day of Month 16
Last Day of Month 17
Last Day of Month 18
Last Day ofMonth 19
Last Day ofMonth 20
Last Day of Month 21
Last Day of Month 22
Last Day ofMonth 23
Last Day of Month 24
Last Day ofMonth 25
Last Day of Month 26
Last Day ofMonth 27
Outstandino D b t b
e en nre1 su )scrIptlOn amount
I dat mont I en
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
1939393939
1878787879
1818181818
1757575758
1696969697
1636363636
1575757576
1515151515
1454545455
1393939394
1333333333
1272727273
I nterest
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
32323232
31313131
30303030
29292929
28282828
27272727
26262626
25252525
24242424
23232323
22222222
Debenture Payment to I t D b tSll )SCrIP Ion e en nre
t H Idamoun 0 ers
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
60606061 93939394
60606061 92929293
60606061 91919192
60606061 90909091
60606061 89898990
60606061 88888889
60606061 87878788
60606061 86868687
60606061 85858586
60606061 84848485
60606061 83838384
60606061 8~~3 j()gt t~( S( )Page48~60
-
Due date su
Last Day of Month 28
Last Day of Month 29
Last Day of Month 30
Last Day of Month 31
Last Day ofMonth 32
Last Day of Month 33
Last Day of Month 34
Last Day of Month 35
Last Day of Month 36
Last Day of Month 37
Last Day of Month 38
Last Day of Month 39
Last Day of Month 40
Last Day of Month 41
Last Day of Month 42
Last Day of Month 43
Last Day of Month 44
Last Day ofMonth 45
Last Day of Month 46
Last Day of Month 47
Last Day of Tenor
Outstandino D b t b
b ~ t~n ure t SCrIp Ion amoun
t th da mon en
1212121212
1151515152
1090909091
1030303030
969696970
909090909
848484848
787878788
727272727
666666667
606060606
545454545
484848485
424242424
363636364
303030303
242424242
181818182
121212121
60606061
Debentme Payment to Interest subscription
t amoun Debenture
H ld0 ers
21212121 60606061 81818182
20202020 60606061 80808081
19191919 60606061 79797980
18181818 60606061 78787879
17171717 60606061 77777778
16161616 60606061 76767677
15151515 60606061 75757576
14141414 60606061 74747475
13131313 60606061 73737374
12121212 60606061 72727273
11111111 60606061 71717172
10101010 60606061 70707071
9090909 60606061 69696970
8080808 60606061 68686869
7070707 60606061 67676768
6060606 60606061 66666667
5050505 60606061 65656566
4040404 60606061 64646465
3030303 60606061 63636364
2020202 60606061 62626263
1010101 60606061 61616162
The interest payment on the first Due Date shall vary depending on the date onwh~h the
application monies for Debentures arc received til 1~~1
1bull kAij~ lt laquo~~gt ~
-
--
Page 49 of60
ANNEXURE 3
UNDERTAKING BY THE COMPANY
The Company undertakes that bull In the event the Debentures are issued in physical form the Company
shall use a common form of transfer
bull It will provide on a half yearly basis a compliance certificate duly certified by the Debenture Trustee to the Debenture holders in respect of compliance with the terms and conditions of Issue as contained in this Information Memorandum Disclosure Document and
bull Every credit rating obtained shall be periodically reviewed by the Credit Rating Agency and any revision in the rating shall be promptly disclosed by the Company to the Stock Exchange Any change in rating shall be promptly disseminated to Debenture holders and prospective Investors in such manner as the BSE may determine from time to time All information and reports on the Debentures including compliance reports filed by the Company and the Debenture Trustee shall be disseminated to the Debenture holders and the general public by placing them on the website of the Company and shall through the Debenture Trust Deed request the Debenture Trustee to place the same on its website
bull The above Information Memorandum Disclosure Document IS
compliant with all disclosures required to be made for listing of senior non-convertible debentures on a private placement basis on a recognized stock exchange as specified in Schedule I under Regulation 21 of the Securities and Exchange Board of India (Issuing and Listing of Debt Securities) Regulations 2008
laquo~~(~I0~~ For o~InCr ~cture Private Limited
~~WIVijay~
(Chairman)
Page 50 of60
ANNEXURE 4
CREDIT RATING LETTER FROM ICRA LIMITED
Ie R A Limited
Ref DRAT2013-140-362
Mr Sanjay Aggarwal VP - Accounts amp raxation Orris Infrastructure Private Limited J-105 DLF Phase -II MG Road Gurgaon - 122002 Haryana
May 21 2013
Dear Sir
Rc ICRA-assigned Credit Rating for Rs 200 crore NCD Programmc of Orris Infrastructurc l)rivate Limited (instrument details in Annexure)
Please refer to your Rating Requisition dated May 112013 and the subsequent Rating Agreement of May 162013 for carrying out the rating of the aforesaid Bond Programme The Rating Committee
of ICRA after due consideration has assigned a [ICRAIB+ (pronounced as ICM B plus) rating
to the captioned Bond Programme
We would appreciate if you can sign on the duplicate copy of this letter and send it to us within 7
days from the date of this letter as confirmation about the use of the assigned rating The rationale
for assigning the above rating will be sent to you on receipt of your confirmation about the use of our rating as above Any intimation by you about the above rating to any BankerLending
AgencyGovernment AuthoritiesStock Exchange would constitute use of this rating by you
This rating is specific to the terms and conditions of the proposed issue as was indicated to us by you
and any change In the tenns or size of the issue would require the rating to be reviewed by us If
there is any change in the terms and conditions or size of the instrument rated as above the same must be brought to our notice before the issue of the instrument If there is nny such change after the
rating is assigned by us and confirmed to use by you it would be subject to our review and may result in change in the rating assigned
ICRA reserves the right to suspend withdraw or revise the above at any (ime on the basis of new information 01 unav~ilability of information or such other circumstances which ICRA believes may
have an impact on the rating assigned to you
The rating as aforesaid howeVer should not be treated as a recommendation to buy sell or hold the
bonds to be issued by you If the instrument rated as above is not issued by you within a period of 3
BuUding No 5 2 Floor TeL + 91 - 124 - 4545300 wOiosite wwwicraJn Tower A DLF cyber City Fax + 91 - 124 - 4050424 email infoicralndiacom Phase ll Gurgaon 122002
Regd Office 1105 Kailash Building 11 Floor 26 Kastuma Gandhi Marg NeW Delhi - 110001
RATING RES EAR eli INFORMATION
months from the date of this letter communicating the rating the same would stand withdrawn unless
revalidated before the expiry of 3 months
You arc required to forthwith inform us about any default or delay in repayment of intcrest or
principal amount of the instrument mtcd as above or any other debt instruments borrowing Y nu are also required to keep llS forthwith informed of any other devclopments which may have a direct
or indirect impact on the debt servicing capability of the company including any proposal for reshy
schedulement or postponement of the repayment programmes oCthe dues debts of the company with
any lendcr(s) investor(s)
You are required to inform us immediately as and when the borrowing limit for the instrument rated
as above or as prescribed by the regulatory authority (ies) is exceeded
We thank you for your kind cooperation extended during the course of the rating exercise Should
you require any clarification please do not hesitate to get in touch with us
With kind regards
Yours sincerely
for IeRA Limited
-- Iobit Inamdar S (Senior Vice President) (Analyst)
Page 52 of60
Annexure
Details of the bank limits rated by leRA (Rated on long term seale)
Page 53 of60
I eRA limited AIIA~fIiI ofMoltldyIInvllllttmI ~
Ref DRATfl013middot140middot3611
Date August 222013
MI Sanjay AggarwaJ VP - Accounts amp Taxation Orris Infrastructure Private Limited JmiddotIO5 DLF Phasemiddotll MG Road Gurgaonmiddot J22002 Haryana
Dear Sir
Re leRA ruting for Rs 2000 crote NCD Progrumme of Orris Infrastructure Private Umlted
This is with reference to your letter dated August 9 2013 for re-validating your rating for the Rs 200 erore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Boods programme ofyour company and last communicated to you vide QuI letter dated May 212013 stands The other terms and conditions for the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DlRAT12013middot 1410-362 dated May 2013 stands
With kind regards For lCRA Limited
(Senior Vice President)
T~middot + 91middot 124 bull ~ website VWW bulliCfSio fw + 91 124 -~ email info~middoticralndiagtcom
Page 54 of60
Ie R A Lim
Ref DfRAT2013-14O-364
Date October 03 2013
Mr Sanjay Aggarwal VP - Accounts amp Taxation Orris Infrastructure Private Limited J-105 DLF Phasemiddotmiddotll MG Road Gurgaon - 122002 Haryana
Dear Sir
Re ICRA rating for Rs 2000 crOTe NCD Programme of Orris Infrastructure Private Limited
This is with reference to your letter dated September 03 2013 for re-validating your rating for the Rs 200 crore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Bonds programrne of your company and last conununicated to you vide our letter dated August 22 2013 stands The other terrns and conditions fur the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DRATI2QI3middot 14()362 dated May WI3 stands
With kind regards For [eRA Limited
Vi (Senior Vice President)
Buildlng No 2 Iloot Tel + 81 124 - 4545300 websf1e WWWJCf8D
Tower A Cyber Oily Fax + 91 124 bull 4000424 ilImaH lnfoicralfldliLcof1
Phase II Gurgaonmiddot 1~
Regd Offictl noo iltailash Building i 1 Floor 26 KDtwoo Qandhi Marg New Delhi bull 110001
RATING RES EAR C H INfORMATION
Page 55 of60
ANNEXURE 5
CONSENT LETTER FROM DEBENTURE TRUSTEE
Ref No 1750 ITCL JUtmiddots I ru~1 Company Limilt~d
September 30 2013
Orris Infrastructure Private limited (Company) Jmiddot105 OLF PhaSe - 11 MG Road Gurgaon 122002
Kind Attention Mr Vljay Gupta Director
Sub listed Secured Redeemable Non Convertible Debentures (NCDs) aggregating to Rs 200 crs proposed to be issued by the Company on private placement basis
Dear Sirs
This is with reference to our discussion regarding appointment of ILampFS Trust Company limited (ITCL) as Debenture Trustee for the proposedlssue of listed Secured Redeemable NCDsof Rs 1 crore each aggregating to Rs 200 crs to ~ issued by the Company on private placement basis In this regard VIle do hereby give out consent to act as the Debenture Trustee subject to the Company agreeing to the following conditions
1 The Company agrees and undertakes to create the securities over such terms and conditions as detai~d in the signed Information Memorandum as submitted to us and execute the Debenture Trust Deed and other necessary security documents as required
2 The Company agrees amp undertakes to pay Debenture Trustees so long as they hold the office of the De~nture Trustee remuneration as stated in appointment letter dated July 30 2013 for the services as Debenture Trustee in addition to all legal travelling and other costS charges and expenses which the Debenture Trustee or their officers employees or agents rnayiocur in relation to execution of the Debenture Trust Deed and all other documents affecting the Security till the monies in respect of the Debentures have been fully paid-off and the requisite formalities for satisfaction of charge in aU respects have been complied with
3 The Company agrees ft undertakes to comply with the provisions of SEal (Debenture Trustees) Reguliltions 1993 SE61 (Issue and Listing of Debt Securitles) Regulations 2008 SEBICircutar No$EaIIlMOOfgtl1Sondl2oo911 105 dated 11052009 on Simplified Listing Agreement for Debt Securities read with the SEBl Circular No SEBIIIMDDOF-1 tBONDlClr-5120o9 dated the 16th November 2009 the Companies Act 19l)6 ilnd other applicable proviSions I circulars guidelines etc as applicable and amended from time to time and agrees to furnish to Trustees such information in terms of the same on regular basis
Sincerely For ILftFS Trust Company lilDi~d
lL__~~ ~ ~ ~~~ --- ~
Authorized Signatory
lUfFS Finru1 Centre PloINo C 22 G Block 5th Floor Bjr Kurio Complex Bandra (Eastl Mumbamiddotmiddot 40(K)SI INDIA
Bangalor( Office ILEtFSTru1 (ompally Ltdbull ALmiddotLalheef 151 Floor No 2Unioll Slreet Offlnanlry Raad Banglore 5hlX)OI INDIA
New Delhi Offire ILftFSTrusl (ompY tId Amiddot26a lsI Ploor Bhishm Pithamah Marg DefencfCoony New Delhi - 110024 INDIA
Kolkala Offilaquo ILftfSTrusl Company Ltd ILIIFS Constantia lnlflPor n Dr11 lIt Bramachari Street Kolkata bull 700017 INDIA
Page 56 of60
ANNEXURE 6
CONSENT LETTER FROM REGISTRAR AND TRANSFER AGENT i
Skyline Financial Serrr)ices Pvt Ltd SEBI REGISTERED CATEGORY1 REGk)IRARS ampSHARE TRANSfRAtgtENT D153A Ht Floor () nol Area Ph bullbullbullI New Dolhmiddot llO 020 1 9 middot1126812682 2S612~83 EmiddotmaI nOlltyhOaccrn tte-oSi$ wwwSiltyllnfHla_all1
August 29 2013
MrVlneel Kumar Gupta
Sr Manaler Secretarial
Orris InfraSlrucllJre Private Limited
Orris la M G Road
Gurgaoo - 1iG 002 (Hr)
Sub Consent to aet as Registrar to Issue and TfBllSfer Agent
DearSJr
Thls1s in reference 10 YOllr email datild AugJS1 29 2013 We hereby give our consent to act as 21
Registrar to IsSue and Transfer Agent for your propOSed issue of 1O - conveo1ibledebentures Of Rs
20000 Crore (jl1d our name IS Registrar to i$sueandShare Transfer agent may please be included in
Thanking you Y()ursfailhfufy
Vice- President
Page 57 0[60
--
-------
ANNEXURE 7
APPLICA TION FORM
ORRIS INFRASTRUCTURE PRIVATE LIMITED Registered Office RZ-D-5 Mahavir Enclave New Delhi 110045
Corporate Office 1-105 DLF Phase II Mehrauli Gurgaon Gurgaon -122002
Application No ___ Date
Dear Sirs
VWe have read and understood the terms and conditions of issue by Orris Infrastructure Private Limited of senior secured cumulative redeemable Non-Convertible Debentures of face value ~ 10000000 (Rupees One Crores only) having a coupon rate of 20 pa on a private placement basis on the face value aggregating to ~ 2000000000- (Rupees Two Hundred Crores only) (Debenture) contained in the Information Memorandum Disclosure Document dated __2013 VWe bind ourselves to the terms and conditions as contained in the Information Memorandum Disclosure Document and wish to apply for allotment of these Debentures The amount payable on application as shown below is remitted herewith On allotment please place myour name(s) on the Register of Debenture holder(s)
(Please read carefully the instructions on the next page before filling this form)
No of Debentures applied No in figures No in words for
Amount (~)
Detal s I 0 f payment ChequesDemand Date Drawn on Bank DraftlRTGS Details
Applicants Name amp Address in full (please use capital letters)
Pin Code Telephone I Fax Email
I Status Bankin~ Company ( ) Insurance Company ( ) Other ( ) (specify in case of others) Name of Authorized Signatory Designation Signatures Signatoty
Details of Bank Account Bank Name amp Branch Nature ofAccount Account No IFSCINEFT Code middot)---~1
-- --
Depository Details
I1We the undersigned want to hold the Debentures of the Company in the dematerialised fonn Details of myour Beneficiary Account are given below
Depository Participant Name - shy
DPID
Beneficiary Account Number shy
Name of the Applicant
() II We understand that in case of allotment of Debentures to my lour Beneficiary Account as mentioned above would be credited to the extent of Debentures allotted
Taxpayers PAN I GIR No IT CircleIW ardlDistrict ( ) Not Allotted
Tax Deduction Status () Fully ( ) Tax to be ()Yes ONo Exempt deducted at
Source
I1We hereby understand that the Company has not provided and will not provide any material or other infonnation regarding the Debentures except as included in the Infonnation Memorandum Disclosure Document
Signature of the Applicant _________________(Tear here)__________
ACKNOWLEDGEMENT SLIP
Application No Date -- shyReceived From
1shy----------------------~
By ChequelDemand DraftlRTGS No
drawn on towards application for ______ Debentures (Chequesl Demand Drafts are subject to realisation)
For Orris Infrastructure Pvt Ltd
For all further correspondence please contact INFRASTRUCTURE PRIVATE LIMITED Tel +91 124-4979200
Page 59 of60
10
INSTRUCTIONS
You must complete application in full in BLOCK LETTERS IN ENGLISH
2 Your Signatures should be made in English or in any of the Indian languages
3 Application forms duly completed in all respects together with high value Cheques Pay Order Demand Drafts must be lodged at the Orris Infrastructure Private Limited Corporate Office (as provided above)
4 Payments through RTGS shall be made as follows
Beneficiary Account name Orris Infrastructure Private Limited IFSC Code UTIB0000056 Bank Account No 056010200015303 Bank Axis Bank Ltd Branch Sec-14 Gurgaon
5 The Cheque(s)Demand Draft(s) of high value clearing zone should be drawn in favour of ORRIS INFRASTRUCTURE PVT LIMITED and crossed Ale payee only Cheque(s)Demand draft(s) may be drawn on any scheduled bank and payable at Delhi
6 Mr Vineet Gupta as authorised representative of the Company will issue the Acknowledgement Slip (appearing below the Application Form) as acknowledgement of receipt of applications No separate receipt will be issued
7 You should mention your Permanent Account Number or the GIR number allotted under Income- Tax Act 1961 and the Income-Tax CirclelWardlDistrict In case where neither the PAN nor GIR number has been allotted the fact of non-allotment should be mentioned in the application form in the space provided
8 The application would be accepted as per the terms of the issue outlined in the Information Memorandum Disclosure DOC~fii
r1- -~0 gt tl~~ ~gt
j )j~ (~~ ~O
~ shy
Page 60 of60
Debenture holders may not be able to sell such Debentures readily or at prices that will enable them to realize their anticipated yield
bull The Company is Subject to Volatility in Cash Flows The Companys receipts from its customers are linked to the progress of construction on its projects and the creditworthiness of its customers Any delay in the receipts from its customers could impact the cash flows of the Company
bull Credit Risk Prospective Investors should be aware that receipt of any interest payment and principal amount on the Debentures is subject to the credit risk of the Issuer In the event that bankruptcy proceedings or composition scheme of arrangement or similar proceedings to avert bankruptcy are instituted by or against the Issuer the payment of sums due on the Debentures may be substantially reduced or delayed
bull Licences The Companys business requires grantrenewalextension of various licences approvals permissions from appropriate authorities under the applicable laws Any delay in grantrenewalextension of or refusal of appropriate authorities to grantrenewextend such licences approvals permissions could have an adverse impact on the business of the Company
bull MOUs and Collaboration Agreements The Company enters into MOUs collaboration agreement or other agreements to acquire title or land development rights with respect to certain lands for which the Company makes partial payments to land owners and Companys failure to meet the conditions of the MOUs collaboration agreements may adversely affect its business financial condition and results of operation
J
GENERAL INFORMATION
L Name and address of the Registered Office of the Company
Orris Infrastructure Private Limited RZ-D-5 Mahavir Enclave New Delhi 110045 Phone +91 1244979200 Fax +91 (0)124235329192 Email infoorrisin
2 Compliance Officer The details of person appointed to act as Compliance Officer for the purpose of this Issue is set out below
Vineet Gupta J-105 DLF Phase II Gurgaon 122002 Phone +91 124-4979200 Fax +91 11 2353291 Email vineetorrisin
3 Auditors
PR Kumar amp Company C-24 Safdarjung Development Area Main Aurbindo Marg New Delhi 110016 Phone +91 11 47118888 Fax +91 11 47118855 Email prkum~prkumarcom
4 Debenture Trustee
IL amp FS Trust Company Limited ILampFS Financial Centre 3rd Floor Plot No C-22 G Block Bandra Kurla Complex Bandra - East Mumbai - 400051 Phone +91 2226593810 Fax +91 2226533297 Email asstvicepresidentilfsindiacom
5 Registrar and Transfer Agent to the Issue
Skyline Financial Services Private Limited D-153 A 1st Floor Okhla Industrial Area Phase -I New Delhi 110020 Phone +91 11 30857575 Fax +91 11 30857562 Email adminskylinertacom~-t------
Page 13 of60tv))
-----~
6 Credit Rating Agency
ICRA Limited 1105 Kailash Building 11th Floor 26 Kasturba Gandhi Marg New Delhi 110001 Phone +91 11 2335794050 Fax +91 11 23357014 Email infoltq)icraindiacom
7 Details of Board of Directors
The following table sets forth details regarding the Companys Board of Directors as on the date of this Information Memorandum Disclosure Document
3260 Janakpuri New Delhi Managing Director 110058
Amit Gupta Joint- Managing Director C-3260 Janakpuri New Delhi 110058
None of the above Directors appear in the RBI defaulter list
Profile of Directors
Mr Vijay Gupta - Chairman and Managing Director Mr Gupta aged 55 years commerce graduate from Delhi University is a real estate veteran He has over 22 years of experience in handling Sale Leasing and management of land office buildings shopping centers residential and income generating properties and is a well-known name among known and building developers in the Northern India Mr Gupta has acted as Land consolidator and sold big land holdings to Builders and developers like D LF Vatika Sun City and several others in NCR region Mr Gupta has great credibility in the market for timely payment transparency and fair transaction
Mr Gupta has pioneered in providing real estate solutions to new age corporate and the IT Industry He has intricate knowledge and clear vision of the real estate sector He has helped in creating landmark structures in reflecting new standard of excellence in the real estate industry
Mr Vijay Gupta has negotiated and guided the company to enter into a very prestigious collaboration deal with DLF - the leading number one brand in development of real estate in India to develop 49288 acres of commercial land in the NCR region The company will get a great mileage from this agreement as besides the developed area the property will be Co-Branded as DLF ORRIS DLF has agreed to co brand the development due to this location advantage and future Prospects olt0Jcfl~
q~dj
~~~e 14 of 60 -_
ImiddotJIiIMJff tlmiddotiAIIfiiJilIIfIii Mi rug ~IY_ ~icent
Mr Amit Gupta - Joint Managing Director Mr Amit Gupta son of Mr Vijay Gupta aged 32 years is young talented and has great business sense He has coordinated and developed several real estate projects in Gurgaon and adjoining areas Mr Amit Gupta has negotiated several land deals to the benefit of the company and is an expert in such deals
He is working out the details with architect to start the proposed housing project in the next couple of months He is in advance stage of negotiation for several other projects of the group
Mr Amit Gupta has a vision to make ORRIS a name to reckon with by providing real estate solutions to all and set bench mark constantly for itself and evolve a strategy of transparency and credibility
ISSUER PROFILE
1 Brief summary of Business Strength and Strategy Named after an extraordinary flower known for its fragrance Orris believes in leaving an everlasting fragrance in the minds of its customers stakeholders and society at large Orris is driven by passion and qUality At Orris we strive for perfection Our services range from real estate to energy from hospitality to education golf and much more Corporate social responsibility is embedded in our DNA Our journey is guided by a strong vision unshakable foundation and driven by quality and excellence service focused towards serving and offering our customers more than they expect Mr Vijay Gupta began his journey when he laid the foundation for Orris in 2008 His dream to usher India into a new era prompted him to found Orris From being a land consolidator and financier to starting his own real estate division he has come a long way scripting successes on his way Owing to his spectacular endeavors the company has been honored by the industry with the award prestigious Emerging Residential Infrastructure Company of Year 2010
Orris has had a great spell in the last three years Foundations for some of the ambitious projects were laid and a few have reached their finishing stage Apart from its foray into real estate Orris has made inroads into energy hospitality golf and education
At Orris we want to leave you with an everlasting experience Because you deserve the best Discover a fresh lease of quality life with Orris whether it is Real Estate Energy Hospitality Golf or Education We are passionate committed and driven
2 Main objects of the Company The main objects of the Company contained in its MOA are
bull To undertake and carry on the business of construction purchase sell and develop any type of property whether residential commercial industrial rural or urban whether belong to the company or any other person To develop erect and construct commercial properties buildings houses shopping centers and to carry out civil and construction work of every description and to improve repair renovate transfer charge assign let out hire sublet or sublease all type of lands plots buildings offices flats warehouses godown shops building banquet halls tenements and immovable properties whether freehold or lease hold of any nature and description
bull To carry on the business as owners builders developers promoters proprietors civil contractors of industrial commercial and residential properties colonies mills workshop buildings cinema houses and to deal in all kinds of immovable properties whether belonging to the company or not
bull To act as agent for purchasing selling and letting on hire land agricultural land and houses multi-stored commercial or residential building on commission basis To acquire land for the construction of multistoried buildings and to license the flats therein on suitable terms and conditions
bull To carry on the business of contractors dealers commission agents brokers consultants representatives and middlemen of properties To act as advisors andor consultants on all matters relating to the construction business town planning landscape architecture structural engineers and to prepare complete scheme drawings plans and estimates and to provide technical know-how in India or abroad
3 A brief history of the Company since inception
Incorporation details The Company was incorporated on July 26 2006 as a private limited company vide Certificate of Incorporation issued by Registrar of Companies of National Capital Territory of Delhi amp Haryana bearing Corporate Identity Number U70 109DL2006PTC 151295
Authorized 50000000 Equity shares of ~ 10- each 500000000shyIssued Subscribed amp Paid Up 29790000 Equity shares of ~ 10- each
flleT HMMUCiiWAJMWPiiliMNiI JI-
Date of Increase Incorporation
September 52007
December 1 2007
July 25 2012
Alteration The authorized share capital of the Company at the time of incorporation was ~ 500000- (Rupees five lakhs only) divided into 50000 (fifty thousand) equity shares of~ 10- (Rupees ten only) each
The authorized share capital of the Company was increased from ~ 500000 - (Rupees five lakhs only) to ~ 10000000- (Rupees one crore only) divided into 1000000 (Ten Lakh) equity shares of ~ 10- (Rupees ten only) each
The authorized share capital of the Company was increased from ~ 10000000- (Rupees one Crores only) to ~ 100000000 - (Rupees ten crore only) divided into 10000000 (one crore) equity shares of ~ 10- (Rupees ten only) each
The authorized share capital of the Company was increased from ~ 100000000- (Rupees Ten Crores Only) divided into 10000000 equity shares of ~ 10- (Rupees Ten Only) each to ~ 500000000shy(Rupees Fifty Crores Only) divided into 50000000 equity shares of~ 10- (Rupees Ten Only)
Date of Allotment
July 26 2006
October 222007
January 9 2008
March 21 2009
June 26 2012
August 82012
March 16 2013
No of Shares and Face Value
10000 Shares of ~ 10 each
500000 Shares of ~ 10 each
800000 Shares of ~ 10 each
2000000 Shares of~ 10 each
1655000 Shares of~ 10 each
19860000 Shares of ~ 10 each
4965000 Shares of~ 10 each
Amount per
share 10
10
10
10
10
10
10
Capital (~)
100000shy
5000000shy
8000000shy
20000000shy
16550000shy
198600000shy
ubullbull _bullbullbull ~-~_______~__________________
Sr Name of No the
Shareholder
Vijay Gupta1
Amit Gupta2
Sumit 3 Gupta
Kusum 4 Gupta
Mamta 5 Gupta
Pooja Gupta6
Ms Vijay 7 Gupta (HUF)
Ms Amit 8 Gupta (HUF)
Ms Sumit 9 Gupta (HUF)
Address
C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058
C-3260 Janakpuri New Delhi 110058
C-3260JanakpuriNew Delhi 110058
C-3260 Janakpuri New Delhi 110058
2681100
2681100
2085300
2383200
2383200
2383200
5064300
5064300
5064300 10
No of Amount Type shares per of
Share Shares
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
Equity
4 Debt-equity ratio prior to and after issue of Debentures
(Amounts in~)
Debt 2652702404 4652702404 Equity 368205693 368205693 Debt-Equity Ratio 720 1264
1 The figures are as per provisional accounts for the [mancial period ending September 272013 The figures are as per provisional accounts for the financial period ending 27th September 2013 3114--bull
includes debenture issued 200 secured redeemable Non-Convertible Debenture of 2000000qQ9t~~(9~
(Rupees Two Hundred Crores only) to be raised through present Issue of Debentures f - ~ ~_ (5 ~I
Page 1~ ~~~~j ~~~-j5-~
2
FINANCIAL HIGHLIGHTS OF THE COMPANY 3
Provided below are highlights from March 31 2013 and March 312012
-
PARTICULARS
Shareholders Funds Share Capital Reserves and Surplus Non-Current Liabilities Long-Term Borrowings Other Long Term Liabilities Long Term Provisions Current Liabilities Short-Term Borrowings Trade Payables Other Current Liabilities Short-Term Provisions TOTAL Non-Current Assets Fixed assets (i) Tangible assets (ii) Intangible assets (iii) Capital work-in-progress
Non-current investments Deferred Tax Assets (Net) Long term loans and advances Current assets Inventories Trade Receivables Cash and Cash Equivalents Short-Term Loans and Advances TOTAL
Profit amp Loss Statement Income From Operations Expenditure Profit Before Tax Provision For Tax NET PROFIT
the Companys balance sheet as on
AS AT AS AT
31032013 31032012 -
(In t) (In t)
297900000 33100000 213213781 387605693
833881405 1163249172 113701597 104516080
3716055 2624152
1043912351 511881321 318959605 500619871
7230525889 6415810732 2987458 middot12901961
10058798141 9132308982
41142649 84146355 1804455 1364419
10535400 shy8181894 8298894 5484172 6174926
211337362 637591171
3033819766 2432400222 - 14337455
325475165 554273019 6421017278 5393722521
10058798141 9132308982
FY 2013 FY 2012 3813273647 2063682309
3670103696 1960640137 143169951 103042172 51380355 54143420
90408088 54024176
3 The above given figures are duly audited by auditors of the company
OFFER DETAILS
1 Details of debt securities issued and sought to be listed The securities proposed to be issued pursuant to this Information Memorandum Disclosure Document will be listed on WDM of the BSE
2 Nature of Instrument Senior Secured Cumulative Redeemable Non-Convertible Debentures issued on a private placement basis
3 The Issue size The Company proposes to issue 200 Secured Cumulative Redeemable Non-Convertible Debentures having Face Value of ~ 10000000shy(Rupees One Crores only) each having aggregate face value of ~ 2000000000- (Rupees Two Hundred Crores only)
4 Face Value Each Debenture has a face value of ~ 10000000- (Rupees One Crores only) per Debenture
5 Redemption The outstanding amount of the Debentures shall be repaid in monthly installments payable as per the Payment Schedule
Unless redeemed earlier m accordance with this Information Memorandum Disclosure Document and the terms of the Security Documents the Debentures shall stand redeemed on payment of the final installment as per the Payment Schedule The redemption shall apply to each Debenture uniformly Any redemption of Debentures by the Company shall be proportionate redemption of all the Debentures collectively through reduction in face value of each Debenture
In the event of a default as defined in the Debenture Trust Deed the Debenture Trustee (on instructions from the Debenture holders) can exercise a put option on the Promoters to buy back the entire outstanding Debentures
6 Tenor Forty Eight (48) months from the Deemed Date of Allotment ending on the last Due Date unless redeemed earlier in accordance with the terms of the Debenture Trust Deed
7 Interest Rate The Debentures will carry an interest at the rate of 20 (Twenty percent) per annum payable monthly (subject to deduction of tax at source if applicable at the rate prevailing from time to time under the provisions of the Income Tax Act 1961 or any other statutory modifications or reshyenactment thereof for which a certificate will be issued by the Company-_ on the outstanding principal amount of Debentures and(other-~~
i ( y page~f )~
- -
-
Outstanding Amounts throughout the tenure of the Debentures till final redemption as per Payment Schedule
Interest payable on the Debentures shall accrue on a day to day basis and shall be computed on the basis of 365 (Three Hundred Sixty Five) days divided equally for each of the twelve calendar months
8 Payment Mechanism Payments towards interest and towards repayment of the outstanding amount of Debentures shall be made by way of drafts cheques credit through RTGS mechanism on the Due Dates to those Debenture holder(s) whose names appear on the list of beneficiaries provided by the Depositories to the Issuer Such payments shall be made from the Escrow Account in the manner specified in the Debenture Trust Deed The names would be as per the Depositories records on the relevant Record Date fixed for the purpose of such payments as provided in this
Information Memorandum Disclosure Document In case of those Debentures for which the beneficial owner is not identified by the Depository as on the Record Date the Issuer would keep in abeyance the payments till such time that the beneficial owner is identified by the Depository and conveyed to the Issuer whereupon the payments will be paid to the beneficiaries as identified
In case the Due Date falls on a day which is not a Business Day then the payment due shall be made on the succeeding Business Day
9 Security The principal amount of the Debentures together with any interest accrued thereon and other Outstanding Amounts Debenture Trustees remuneration and all costs charges expenses and all other monies due in respect of the Debentures and or under the Transaction Documents shall be secured by the Obligors by
a First and exclusive charge on all receivables from the Project through the Deed of Hypothecation together with the Escrow Agreement and such charge will be superior to any other claims on the Project receivables
b First and exclusive charge on all amounts lying to the credit of the Escrow Account under the Deed of Hypothecation
c First and exclusive charge by way of equitable mortgage on the Commercial Property (Mortgaged Property) through execution of a registered Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property in favour of the Debenture Trustee together with a declaration cum undertaking from CDPL declaring the creation of mortgage by deposit of title deeds of the Commercial Property in terms of the memorandum of entry
d Equitable mortgage and exclusive charge over FSI equivalent to 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of the Commercial Project together with all the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
e Exclusive charge over all the rights title interest benefits claims demands of any nature whatsoever of the Company under andor in respect of the CDPL Collaboration Agreements for development and construction of the Commercial Colony and the entire FSI in the Project along with proportionate undivided interest in the underlying land and without limitation the following
(i) the right to compel performance thereunder and to substitute or be substituted for the Company thereunder and to substitute and be substituted thereunder for the Company thereunder and
(ii) to commence and conduct either in the name of the Company or in its own name or otherwise any proceedings against any person in respect of any breach of the CDPL Collaboration Agreements and
(iii) all claims of the Company including in any proceedings against all or any such persons to any amounts owing to or received by the Company thereunder and
(iv) the rights and benefits of all Approvals to the extent capable of assignment together with the right to further assign any of the CDPL Collaboration Agreements and such Approvals to any Person
(v) Pledge of shares representing the entire issued and paid up share capital of CDPL under the Deed of Pledge
(vi) Personal Guarantee of Sh Vijay Gupta Sh Amit Gupta and Smt Kusum Gupta and
(vii) Cheques
CDPL has consented to creation of charge over the entire FSI to the extent of 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of t
The said security shall be created in favor of the Debenture Trustee on or by the Deemed Date of Allotment
Obligors will ensure that market value of the above mentioned security will be at all times equal to the face value of the outstand~icitZt~ Debentures tp ---YZoltgtl
lSI r~
i~ ~r)Page 22 oK~-_
~~-___i
10 Board Authority The private placement of Debentures under this Information Memorandum Disclosure Document is being made pursuant to the resolution of the Board of Directors of the Company at its meeting held on June 24 2013
11 Rating and rating rationale ICRA has assigned a ICRA B+ (pronounced as ICRA B plus) rating to debentures programme of the Company to the extent of ~
2000000000- (Rupees Two Hundred Crores only) vide letter ref no DRAT2013-140-362 on May 212013 and revalidated vide letter ref no DRAT2013-140-363 on August 222013 The long-term rating carries a stable outlook A copy of the rating letter and its rationale from ICRA is enclosed as Annexure 4_ to this Information Memorandum Disclosure Document
12 Details of utilisation of the Issue Proceeds Our Board of Directors certifies that the proceeds of the Issue of Debentures shall be utilized for the general corporate purposes of the Company
13 Minimum Number of Debentures for Subscription The application must be made for a minimum of one (1) Debenture and in multiple of one (1) Debenture thereafter There is no maximum limit on the application
14 Listing The Debentures are proposed to be listed on the WDM segment of the BSE the details of which are provided below
The Bombay Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400001 Phone 91 22 227212334 Fax 91 22 22721919
The COJpany shall make an application to the BSE to list the Debentures to be issued and allotted pursuant to this Information Memorandum Disclosure Document and shall take all necessary steps to complete all the formalities relating to listing of the Debentures within 15 (fifteen) days from the date of closure of the Issue Date If such permission is not granted by the BSE within 15 (fifteen) days from the date of closure of the Issue or where such permission is refused by the BSE before the expiry of the 15 (fifteen) days from the closure of the Issue the Company shall at the option of the Debenture holders repay with interest (at the applicable Interest Rate) all monies received by it If the Company fails to repay such monies within 5 (five) days after the Company becomes liable to repay it then the default interest (at the applicable Default Interest Rate) shall also apply to the amount payable
by the Company over and above the applicable interest iP~d (OS4( i~
Page 23~~ ~Sl-C ~-_-)to ~--i-~-~
In connection with listing of Debentures with BSE the Company hereby undertakes to comply with all requirements of the Act applicable SEBI rules and regulations including Securities and Exchange Board of India (Issue and listing of Debt Securities) Regulation 2008 and the listing agreement with BSE
15 Market Lot The minimum lot size for trading of the Debentures on the Stock Exchange is proposed to be one (1) Debenture
16 Underwriting of the Issue The present Issue of Debentures has not been underwritten
17 Tax Benefits The Debenture holder(s) are advised to consider in their own case the tax implications in respect of subscription to the Debentures after consulting their respective tax advisor
18 Governing Law The Debentures shall be construed to be governed in accordance with the laws of India Any dispute arising thereof will be subject to exclusive jurisdiction of the courts in Delhi Over and above the aforesaid terms and conditions the said Debentures shall be subject to the terms and conditions of the Security Documents
19 Debenture Redemption Reserve The Company hereby agrees and undertakes to create a debenture redemption reserve as per the provisions of the Security Documents the Act and the rules regulations notifications and circulars issued by the Ministry of Corporate Affairs and if during the currency of these presents any guidelines are formulated (or modified or revised) by the Central Government or any government agency or corporation having authority under Law in respect of creation of debenture redemption reserve applicable to the Debentures the Company shall duly abide by such guidelines and execute all such applicable supplemental letters agreements and deeds of modifications as may be statutorily required by the Debenture holders or the Debenture Trustee
20 Undertaking to use a Common Form of Transfer The issue of Debentures shall be made in dematerialized form only and no Debentures will be issued in physical form However the Company will use a common transfer form for physical holdings if at a later stage there is any holding in physical form due to the depository giving any Debenture holder the option to rematerialize the Debentures
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
The following contracts documents not being contracts entered into in the ordinary course of business carried on by the Company or entered into more than two years before the date of this Information Memorandum Disclosure Document which are or may be deemed material have been entered into by the Company These material contracts or documents may be inspected at the Registered Office of the Issuer from 1000 am to 100 pm on all working days from the date of this Information Memorandum Disclosure Document until the date of closure of this Issue
Material Contracts 1 Copy of the letter from Skyline Financial Services Private Limited to the
Company giving their consent to act as the Registrar and Transfer Agent to the Issue
2 Copy of letter from ILampFS Trust Company Limited to the Company giving their consent to act as the Debenture Trustee to the Issue
Material Documents L Memorandum and Articles of Association of the Company as amended
from time to time
2 Credit rating letter from ICRA Limited
3 Copy of Certificate oflncorporation of the Company dated July 262006
4 Certified true copy of the resolution dated June 24 2013 approving the issue of Debentures and creation of securities on the term and conditions stated in this Information Memorandum Disclosure Document
5 Copy of Tripartite Agreement dated 17-02-2011 between the Company the Registrar and Transfer Agent and the CDSL (Depository)and Copy of Tripartite Agreement dated 03-03-2011 between the Company the Registrar and Transfer Agent and the NSDL (Depository)
6 Copies of Audited Financials of the Company for the last three financial years
DISCLOSURE ON EXISTING FINANCIAL INDEBTNESS
1 Details of Secured Borrowings4
Ao The secured loans of the Company outstanding as on March 312013 is as follows
(Amount in f)
Details of Vehicle Loans Axis Bank October 27 1390055 EMI Start date- Hypothecated to Limited 2010 December 10 2010 Axis Bank (BMW) Closure date- Limited
November 10 2013 HDFC March 09 2472342 EMI Start Date Hypothecated to Bank 2012 April 052015 HDFC Bank Limited Closure Date - April Limited (BMW) 052015
None of the above loans is secured against any of the security (as detailed in Offer Details section above)
B The Secured Debentures of the Company outstanding as on March 312013 are as under
ILampFS Secured 17 Monthly 1 14th part of the first floor Trust Redeemable installment (without Roof Right) being 45 Company Non- pa s Start sq yards out of 180 sq yards of Limited Convertible date- the first floor constructed on
Debentures 2205201 free-hold land bearing plot No Series shy I of 1 RZ-D-5 First Floor Mahavir aggregate Closure Enclave New Delhi -110045 face value of dateshy admeasuring 180 sq yards out 2202201 ofkhasra number 8314 35000000 4 situated in the area of village 0- (Rupees Palam now known as Mahavir Thirty Five Enclave Block -D New Delhi-Crores) 110045 issued at a discount of 2 Mortgage assignment of all the 17513shy rights title and interest
4 The figures are as per the audited balance Sheet for the financial year ending March 31 2013
----- shy
(Rupees whatsoever of the Company in Seventeen to under andor in respect of Thousand the collaboration agreements Five dated 27102007 and Hundred 01072010 executed with CDPL and Thirteen for development and only) on the construction of the Commercial face value Complex and sale of FSI to the (being ~ extent of 625000 Sq Ft along 10000001- with proportionate interest in (Rupees Ten the underlying land inl of the Lakhs only)) Commercial Complex of each debenture 3 Out of the total sanctioned FSI
of 702871 Sq Ft of Commercial Complex mortgage and charge over FSI equivalent to 625000 Sq Ft including prorata share over all that piece and parcel of free hold land admeasuring 95 acres (approx located at Sector 82A Gurgaon Haryana India over which the Commercial Complex is proposed to constructedI developed together with proportionate buildings and structures thereon AND the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
4 Pledge of entire issued equity share capital of CDPL
5 Post-dated cheques
6 Personal Guarantee of the Promoter viz Mr Vijay Gupta
ILampFS Secured 17 Monthly 1 114th part of the first floor Trust Redeemable installment (without Roof Right) being 45 Company Non- pa s Start sq yards out of 180 sq yards 0 f Ltd Convertible date- the first floor constructed on
Debentures 1506201 free-hold land bearing plot No Series - II of 1 RZ-D-5 First Floo~ M~ct[~ aggregate Closure Enclave New DelhI -11
-_ ()-4~-----
ltshy -
---- ----- ---------------shyface value of date- admeasuring 180 sq yards out ~ 1505201 of khasra number 83 14 42500000 4 situated in the area of village 0- (Rupees Palam now known as Mahavir Forty Two Enclave Block -D New Delhi-Crares) Fifty 110045 Lakhs
2 Mortgage assignment of all theissued at a rights title and interestdiscount of ~ whatsoever of the Company in58065shyto under andor in respect of(Rupees Fifty the collaboration agreementsEight dated 27102007 andThousand 01072010 executed with CDPLSixty Five for development andOnly) on the construction of the Commercialface value Complex and sale of FSI to the(being ~ extent of 625000 Sq Ft along1000000 shywith proportionate interest in(Rupees Ten the underlying land in of theLakhs only)) Commercial Complexof each
debenture 3 Out of the total sanctioned FSI of702871 Sq Ft of Commercial Complex mortgage and charge over FSI equivalent to 625000 Sq Ft including prorata share over all that piece and parcel of free hold land admeasuring 95 acres (approx) located at Sector 82A Gurgaon Haryana India over which the Commercial Complex is proposed to constructed developed together with proportionate buildings and structures thereon AND the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
4 Pledge of entire issued equity share capital of CDPL
5 Post-dated cheques
---6 Personal Guarantee of the Promoter viz Mr Vijay(qtipta
1
IDEI Trusteeshi p services Limited
Secured Redeemable Optional Convertible Debentures of aggregate face value of
80000000 0- (Rupees Eighty Crore Only) on the face value (being 5000000shy(Rupees Fifty Lakhs only)) of each debenture
Qu art erly Co u po n Rat e of 55
The company shall be obliged to redeem the OCDs in four equal installment s starting from march 31 2014 over a period of 6 (six) financial quarters (the first such financial quarter ending on March 31 2014) such that the OCDs are completely redeemed on June 302015
(i) First sole amp exclusive charge by way of(a) equitable mortgage on the Mortgaged Security Property I and (b) equitable mortgage on the Mortgaged Security Property II
Mortgaged Security Property-I shall mean 23268 acres out of the larger property being the aggregate of 19218 acres (forming part of 25018 acres of land for which License is in place) and the 405 acres for which letter of intent is in place along with the proportionate floor space index and all present and future buildings and structures constructed thereon and all the rights title and interest of the Company and the concerned group housing project landowners over such property excluding 404 (four hundred and four) number of units constructedto be constructed over the aforesaid 19218 acres as more particularly detailed III the transaction documents
Mortgaged Security Property-II shall mean 696 acres out of the security property-II 1004 acres of acquired land in Sector 85 Gurgaon Haryana along with the proportionate floor space index and all present and future buildings and structures constructed thereon and all the rights title and interest of the Company and the concerned group housing project landowners over such property
(ii) first sole and exclusive charge on present and future basis by way of hypothecation on the relevant group housing _poject
-------------------------~----------~-----------------------------receivables from time to time and monies lying and credited into the escrow accounts at any point in time including any fIxed deposits created in accordance with the escrow account agreement out of such monies from time to time together with all and any interest accruing in respect thereof and
(iii) The issuance of personal guarantees by the Promoters in favour of IDBI guaranteeing the fulfIllment of the secured obligations
The NCD Series - I were fully redeemed on July 272013
2 Details of Unsecured Borrowings5
The unsecured loans of the Company outstanding as on March 31 2013 follows
(in ~)
Loan from Body Corporate Flair Exports Pvt Ltd Seh Realtors Pvt Ltd Citland Commercial and Credits Ltd Delhi Brass and Metal Works Pvt Ltd Span India Pvt Ltd Loan Directors Shareholders and their Relatives Amit Gupta-Loan Taken Vijay Gupta (Loan Taken) Amit Gupta (HUF) Green Bay Infrastructure Pvt Ltd Kusum Gupta Mamta Gupta Pooja Gupta Vijay Gupta(HUF)
5000000000 10000000000 16670000000 6670000000
11670000000
2850848000 7929999985
20000000 32146887100
2466000000 5625400000 3250000000
92100000
5 The figures are as per audited financial for the financial year ending March 31 2013
Page 300[60
3 Details of Bank Guarantee6
Bank Guarantee by the Company in respect of Orris Business Square - 95 Acres
ICICI Bank 1 Limited June 182010
Issued by ICICI Bank June 182010 and Valid till October 28 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 2 Bank Ltd Jan 03 2013
ICICI Bank 3 Limited February 232011
Director Town and Country Planning Chandigarh
Director Town and Country Planning Chandigarh Haryana State Pollution Control Board
62946450 October 282012
5938000 October 272014
3750000 February 222016
Bank Guarantee by the Company in respect of Carnation Residency Aster Court Aster Court premier amp Villas 33 -25018 Acres
Issued by ICICI Bank on September 232008 amendment dated September 102010 and valid till September 22 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 4 Bank Ltd September 222012
Issued by ICICI Bank on September 23 2008 amendment dated September 102010 and valid till September 22 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 5 Bank Ltd September 222012
Director Town and Country Planing Chandigarh 111524000
September 222014
Director Town and Country Planing Chandigarh
6 The figures are as per audited accounts for the financial year ending March 31 2013
Page 31 0[60
--
----- --- - shyIssued by ICICI Bank on December 16 2010 and expiry date is Dec 15 2015 but we close it Haryana with ICICI Bank and a State fresh guarantee was Pollution
ING Vysya issued by ING Vysya Control January 6 Bank Ltd bank on 23012013 Board 5000000 142016 Bank Guarantee by the Company in respect of Spring Homes middot10043 Acres
Director Town and Country
ING Vysya Planing September 7 Bank Ltd September 32012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 8 Bank Ltd September 3 2012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 9 Bank Ltd September 32012 Chandigarh 13112500 22016
Director Town and Country
ING Vysya Planing September 10 Bank Ltd September 32012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 11 Bank Ltd September 3 2012 Chandigarh 14752500 22016 Bank Guarantee by the Company in respect of Carnation Residency Aster Court Aster Court premier amp Villas 33 -405 Acres
Director Town and Country
ICICI Bank Planing August 71 12 Limited August 8 2011 Chandigarh 21632230 2015
Director Town and Country
ICICI Bank Planing August 7 13 Limited August 8 2011 Chandigarh
---shy5062~~t ~~015
6ltC [-I_i ~~-
I cel i Ieshy -
Note ~
10 Bank Guarantee of 35 Crore is issued by ING Vysya Bank 2 ING Vysya Bank has given counter guarantee against BG of 21632230
amp 5062500 issued for Aster Court Carnation Residency Aster Court Premier amp Villas 33 ING has given counter guarantee for 62946450 amp 3750000 issued for OB8
3 In OB8 all payment of EDC has been made so BG of 62946450 will be released which is already expired
4 Bank guarantee issued by ING Vysya bank is on 10 cash margin on fIxed deposit
5 Security offered against 35 Cr Bank guarantees issued by ING Vysya Bank is following
Orris HQ(J-I0S DLF Phase-II(Gurgaon)-Given as collateral security Janakpuri (C-3260 New Delhi)-Given as collateral security
4 Particulars of debt securities issued (i) for consideration other than cash whether in whole or in part (ii) at premium or discount or (iii) in pursuance of an option
The Company confIrms that save and except the following given below company has not issued any debt securities (i) for consideration other than cash whether in whole or in part (ii) at premium or discount or (iii) in pursuance of an option
bull NCD-I at discount
bull NCD-II at discount bull OCD in pursuance of an option
5 Servicing behavior on existing debt securities payment of due interest on due dates on term loans and debt securities
The Company hereby confIrms that
1 it has been servicing all its principal and interest on time and there has been no subsisting delay or default since its incorporation
Ii there is no subsisting default in repayment redemption of any of its borrowings nor has the Company affected any kind of roll over against any of its borrowings in the past
6 That the permissionconsent from the prior creditor for a second or pari passu charge being created in favor of the trustee to the proposed issue has been obtained
The existing mortgage over the Co~mercial Property s~all be ~leared~tT~l the Company and a no dues certifIcate shall be obtamed pnor ~~tMe -~0--o Deemed Date of Allotment Accordingly the Company hereby cott(rms 1
If) J -~ ~ 1( D gt~
Page 33 6 ~
that it does not require any consent permission to create security in relation to the Debentures as stipulated in this Information Memorandum Disclosure Document and the Security Documents
7 Any material eventdevelopment or change at time of issue or subsequent to the issue which may affect the issue or the Investors decision to invest continue to invest in the debt securities
Directors of the Company represent that there have been no material developments at the time of issue or subsequent to the issue which would materially and adversely affect or are likely to affect the business of the Company or the value of its assets or its ability to pay its liabilities
OTHER INFORMATION AND ISSUE PROCEDURE
The Debentures being offered as part of the Issue are subject to the provisions of the Act the Memorandum and Articles of Association of the Issuer the terms of this Information Memorandum Disclosure Document Application Form and other terms and conditions as may be incorporated in the Debenture Trust Deed and other Security Documents
Issue of Debentures in Dematerialised Form The Debentures will be issued in dematerialized form The necessary arrangements are being made with the Depositories for the issue of the Debentures in dematerialised form Investors will have to hold the Debentures in dematerialised form as per the provisions of Depositories Act 1996 The Company shall take necessary steps to credit the Debentures allotted to the depository account of the Investor
Trustee for the Debenture holder(s) The Issuer has appointed ILampFS Trust Company Limited to act as trustee for the Debenture holder(s) The Issuer and the Debenture Trustee intend to enter into the Debenture Trust Deed inter alia specifying the powers authorities and obligations of the Debenture Trustee and the Issuer The Debenture Trustee shall act based on the provisions of the Debenture Trust Deed The Debenture Trustee will at all times protect the interest of the Debenture holder(s) in accordance with the Debenture Trust Deed
Resignation and Removal of Debenture Trustee The Debenture Trustee and the Company declares that they shall not revoke the Trust hereby declared till the Debentures are redeemed in full The Debenture Trustee may at any time without assigning any reason and without being responsible for any loss or costs occasioned thereby resign as the Debenture Trustee provided that they shall continue to act as Debenture Trustee until a successor trustee is appointed by the Company The Debenture Trustee may also be removed by majority Debenture holders without assigning any reason as per Debenture Trust Deed
Sharing of Information The Issuer may with the written consent of the Debenture holder(s) exchange share or part with any financial or other information about the Debenture holder(s) available with the Issuer with its subsidiaries and affiliates and other banks financial institutions credit bureaus agencies statutory bodies as may be required
Debenture holder not a Shareholder Subject to the Debenture Trust Deed the Debenture holder(s) shall not be entitled to any right and privileges of shareholders other than those available
to them under the Act The Debentures shall not confer upon the Debentt5~r)(~IifI~
holders the right to receive notice(s) or to attend and to vote at any ge111- ~~ meeting(s) of the shareholders of the Issuer (5[ )~
r-)e i3 gt ~
Page 35 of 60--gt
Modification of Debentures or Information Memorandum Disclosure Document The Issuer may make modifications in the Information Memorandum Disclosure Document only upon receiving consent from the Debenture Trustee who in turn shall seek approval from majority Debenture holder(s)
Notices Any notice may be served by the Issuer upon the Debenture holders through post email fax or personal delivery addressed to such Debenture holder at his her registered address and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof All notice(s) to be given by the Debenture holder(s) shall be sent by post or email or fax or by hand delivery to the Issuer or to such persons at such address as may be notified by the Issuer from time to time through suitable communication and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof or at the expiry of the 3 rd day from the date such notice is dispatched whichever is earlier All correspondence regarding the Debentures should be marked Private Placement of Debentures
All notices from the Issuer shall be sent to the Debenture Trustee with copies to the Debenture Holders All notices to be sent by the Debenture Trustee to the Issuer andor the Promoters shall first be sent to the Debenture Holders for Debenture Holder Approval in terms of the Debenture Trust Deed The Debenture Trustee shall ensure and procure that any notice received by the Debenture Trustee from the Issuer andor the Promoters is shared by the Debenture Trustee with all the Debenture Holders of the Issuer within a period of 2 (two) Business Days from the date of receipt of such notice and in every event before the Debenture Trustee responds to such notice
Issue Procedure Only Eligible Investors as given hereunder may apply for the Debentures by completing the application form in the prescribed format as attached in Annexure 7 (Application Form) in BLOCK LETTERS in English as per the instructions contained therein The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the Application Form No application can be made for a fraction of a Debenture Application Forms should be duly completed in all respects and applications not completed in the said manner are liable to be rejected
The name of the applicants bank type of account and account number must be duly completed by the applicant This is required for the applicants own safety and these details will be printed on the refund orders and interest redemption payments c~~ F~~~gt
~ll ~~
~( ~ )~~Jy 11 ~
~ ~
Page 36 of60-~-~ ~
The Application Form must be accompanied by either demand draft(s) or cheque(s) drawn or made payable in favour of the Issuer or otherwise as may be set out in the Application Form and crossed Account Payee Only Cheque(s) or demand draft(s) may be drawn on any bank including a coshyoperative bank which is a member or a sub-member of the New Delhi Bankers Clearing House located If permitted the applicant may transfer payments required to be made in relation to any by electronic transfer of fundsRTGS to the bank account of the Issuer as per details mentioned in the Application Form
Application Procedure Eligible Investors will be invited to subscribe by way of the Application Form prescribed in the Information Memorandum Disclosure Document during the period between the Issue opening date and the Issue closing date (both dates inclusive)
Fictitious Application As a matter of abundant caution and although not applicable in the case of debentures attention of applicants is specially drawn to the provisions of sub-section (I) of Section 68A of the Act
Any person who (a) makes ina fictitious name an application to a company for acquiring or subscribing for any shares therein or (b) otherwise induces a company to allot or register any transfer of shares therein to him or any other person in a fictitious name shall be punishable with imprisonment for a term which may extend to five years
Basis ofAllotment The Investors will be required to remit the funds as well as submit the duly completed Application Form along with other necessary documents to Issuer by the Deemed Date of Allotment Deemed Date of Allotment for the Issue is 23-10-2013 by which date Investors would be intimated of allotment
Record Date The date falling seven days prior to the Due Date or if it happens to be a holiday then the immediately succeeding Business Day shall be the Record Date
Eligible Investors Only those Investors who have been addressed through a communication directly are eligible to apply No other Investor can apply All Investors are required to comply with the relevant regulationsguidelines applicable to them for investing in this issue of Debentures
Note Participation by potential Investors in the issue may be subject to statutory andor 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 ~egulatory requirements applicable t them inclu~i~~lctUi~ exchange controls and other requIrements Applicants ought to seek Independent l~~ -~lti and regulatory advice in relation to the laws applicable to them rtf ~t
Page 37 o~-) ~~
Application under Power of Attorney Original power of attorney or the relevant authority together with its certified true copy as the case may be along with the names and specimen signatures of all the authorized signatories and the tax exemption certificate document if any must be lodged at time of submission of the completed Application Form Further modifications additions in the power of attorney or authority should be notified to the Company at its registered office
Procedure for applying for Dematerialised Facility
I The applicant must have at least one beneficiary account with any of the Depository Participants of NSDLCDSL prior to making the application
2 The applicant must necessarily fill in the details (including the beneficiary account number and Depository Participants ID) appearing in the Application Form under the heading Details for Issue of Debentures in ElectronicDematerialised Form
3 Debentures allotted to an applicant will be credited directly to the applicants respective beneficiary account(s) with the Depository Participants
4 For subscribing to the Debentures names in the Application Form should be identical to those appearing in the account 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 in the Depository
5 Non-transferable allotment advicerefund orders will be directly sent to the applicant by the Registrar and Transfer Agent to the Issue
6 If incompleteincorrect details are given under the heading Details for Issue of Debentures in ElectronicDematerialised 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
7 For allotment of Debentures the address nomination details and other details of the applicant as registered with hisher DP shall be used for all correspondence with the applicant The applicant is therefore responsible for the correctness of hisher demographic details given in the Application Form vis-a-vis those with hisher Depository Participant In case the information is incorrect or insufficient the Issuer would not be liable for the losses if any
8 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 t- ~gti)L~-~(i ~page380~ ~
~nmiddotmiddotmiddotmiddot-middotmiddotmiddotmiddot ~lt---plusmn
Documents to be provided by Eligible Investors
Investors need to submit the following documentation as applicable
Memorandum and Articles of Association or other constitutional documents
Resolution power of attorney authorising investment
Specimen signatures of the authorised signatories duly certified by an appropriate authority
bull SEBI registration certificate (if applicable)
Copy ofPAN Card to be submitted
bull Application fonn (including RTGS details)
Mode of Payment All payments must be made through cheque(s)draft(s)transfersRTGS as set out in the Application Form
Depository Arrangements The Company has appointed Skyline Financial Services Private Limited as the Registrar and Transfer Agent for the present Issue and the Company shall make necessary depository arrangements with CDSL and NSDL for issue and holding of Debentures in dematerialised form
List of Beneficiaries The Issuer shall request the Depositories to provide a list of beneficiaries as at the end of the relevant Record Date This shall be the list which will be used for payments of interest or repayment of redemption monies or any other amounts payable on the Debentures as the case may be
Effect of Holidays Should any of the dates defined above or elsewhere in this Information Memorandum Disclosure Document (except the Deemed Date of Allotment) fallon a day other than a Business Day the immediately succeeding Business Day shall be considered as the effective date(s) In case Record Date book closure date falls on a day other than a Business Day the Business Day the succeeding day shall be the record date book closure date
Tax Deduction at Source Tax as applicable under the Income Tax Act 1961 or any other statutory modification or re-enactment thereof will be deducted at source on the interest payable on the Debentures Tax exemption certificatedocumentform under section 193 of the Income Tax Act 1961 if any must be lodged at th~ Registered Office of th~ Issuer at least fiftee~~~middot(iJ2~~ (15) days before the relevant mterest payment becommg due (~ 1
i t IJ W7i$0 ~---Page 39 of 6O____~ti-----
Letters of Allotment The Issuer shall issue a Letter of Allotment to each Debenture holder on the Deemed Date of Allotment The Debentures will be subsequently credited in dematerialised form within 2 (two) Business Days from the Deemed Date of Allotment
Deemed Date of Allotment All the benefits under the Debentures will accrue to the Debenture holders from the date of receipt of the application monies The actual allotment may take place on a date other than the Deemed Date of Allotment
Refunds For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within seven days from the Deemed Date of Allotment of the Debentures 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
Joint Holders Where two or more persons are holders of any Debenture(s) they shall deem to hold the same as joint tenants with benefits of survivorship
Mode of Transfer Debentures shall be transferred subject to and in accordance with the rules procedure as prescribed by the NSDL CDSL Depository participant of the transferor transferee and any other applicable laws and the rules notified in respect thereof 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 Transferor shall give delivery instructions containing details of the transferees DP account in his depository participant
Succession In the event of demise of Debenture holder the Company will recognize the executor or administrator of the deceased Debenture holder or the holder of succession certificate or other legal representative as having title to the Debentures The Company shall not be bound to recognize such executor administrator or holder of the succession certificate or other legal representatives as having title to the Debentures unless such executor or administrator obtains probate or letter of administration or such holder is the holder of succession certificate or other legal representation as the case may be from a competent Court in India having jurisdiction over the matter The Company may in their absolute discretion where it thinks fit dispense with production of probate or letter of administration or succession ~--~gt
l
certificate or other legal representation in order to recognize such holder ~1 ~)t)
Page 40 of6~ Vv pound ~o-middot~-
bull ~f V
being entitled to the Debentures standing in the name of deceased Debenture holder on production of sufficient documentary proof or indemnity
Nomination In the event of however a deceased Debenture holder(s) having nominated any person entitled to be registered as the Debenture holder in the event of his death such nominee shall be registered as the Debenture holder in place of the deceased Debenture holder
Page 41 of 60 shy
OTHER REGULATORY AND STATUTORY DISCLOSURES
Stock Exchange Disclaimer Clause It is to be distinctly understood that filing of this Information Memorandum Disclosure Document with the Stock Exchange should not is any way be deemed or construed that the same has been cleared or approved by the Stock exchange The Stock Exchange does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue has been made or for the correctness of the statements made or opinions expressed in this Information MemorandumDisclosure Document
Listing Disclaimer The Debentures are proposed to be listed on the Wholesale Debt Market segment of the BSE The Company shall comply with the requirements of the listing agreement to the extent applicable to it on a continuous basis and shall complete all formalities relating to listing of the Debentures
Companys Disclaimer Clause The Company certifies that the disclosures made in this Information MemorandumDisclosure Document are generally adequate and III
conformity with SEBI Regulations Further the Company accepts no responsibility for statements made otherwise than in the Information MemorandumDisclosure Document or Security Documents or any other material issued by or at the instance of the Company and anyone placing reliance on any source of information other than this Information Memorandum Disclosure Document and the Security Documents would be doing at their own risk and the Company will not be liable for such reliance
Issue of Debentures in Dematerialised Form The Debentures will be issued only in dematerialized form The Issuer has made arrangements with the Depositories for the issue of the Debentures in dematerialized form Investors will have to hold the Debentures in dematerialized form as per the provisions of Depositories Act 1996
Consents ILampFS Trust Company Limited has given its written consent for its appointment as debenture trustee to the Issue under Regulations 4(4) of the SEBI Regulations and inclusion of its name in the form and context in which it appears in this Information Memorandum Disclosure Document __
4ti)~ ~ A )ro)
C
Page 42 of60
ANNEXURE 1 SUMMARY TERM SHEET
--------------------------------------------------------------------------- shyIssuer Orris Infrastructure Private Limited
Instrument Secured Cumulative Redeemable Non-Convertible Debentures
Total number of 200 NCDs Face Value ~ 10000000- (Rupees One Crore only) per Debenture
Issue Size ~ 2000000000- (Rupees Two Hundred Crores only)
Issue Price At its face value ie ~ 10000000- (Rupees One Crore only) per Debenture
Mode of Private Placement Placement Object of the The proceeds from the issue shall be utilized for the general Issue corporate purposes of the Company
Form of listed Dematerialised issuance Deemed Date of 23-10-2013 or any other date as decided by the Issuer Allotment
Tenor 48 (forty eight) months from the Deemed Date of Allotment
Redemption After expiry of the Moratorium Period the Issuer shall redeem the Debentures in equal monthly installments over a period of 33 (thirty three) months on each Due Date subject to premature redemption as permitted under the Debenture Trust Deed
Moratorium Period of 15 (Fifteen) months from the Deemed Date of Allotment Period Interest Rate Interest will be payable at the interest rate of 20 (Twenty percent)
per annum payable monthly on the Outstanding Amounts as per the Payment Schedule (refer Annexure 2 to this Information Memorandum Disclosure Document)
The first installment for interest payment shall also include an additional amount equivalent to 125 (one point two five percent) of the issue size (excluding any applicable taxes) to the Debenture holders in proportion to the Debentures held by them
Market Lot One (1) Debenture
Minimum Application
Early Repayment
Escrow Mechanism
------shy
Subject to the conditions specified in the Debenture Trust Deed (Premature Redemption) the Issuer shall have a onetime option to prematurely redeem in a single tranche and not exceeding 25 (twenty five) of the outstanding Debenture Principal Amount at any time after expiry of the 24 (twenty four) months from the Deemed Date of Allotment till the expiry of 30 (Thirty) months of the Deemed Date of Allotment (Premature Redemption Period) The Premature Redemption shall be exercised in a single tranche and shall be subject to fulfillment of each of the following conditions that the Company prematurely redeems Debentures equivalent to an amount in the multiples of ~ 50000000- (Rupees Five Crores Only) with the minimum amount being ~ 150000000- (Rupees Fifteen Crores Only) for redemption in excess of the amounts permitted for Premature Redemption as specified above the Issuer shall pay a premature redemption premium of 2 (two percent) on the amount being redeemed and paid by the Issuer plus applicable service tax or other statutory levy if any subject to deduction of income tax at the rate prescribed under the Income Tax Act 1961 (Premature Redemption Premium) subject to the Escrow Mechanism below the Issuer shall have the option to prematurely redeem the Debentures after the expiry of the Premature Redemption Period without paying any Premature Redemption Premium provided such amounts are in accordance with sub-clause (a) above and any redemption of Debentures by the Issuer in accordance with this Deed shall be proportionate redemption of all the Debentures together through reduction in face value of each Debenture Further the redemption of the Debentures may be carried out in accordance with the Escrow Mechanism mentioned below
All receivables from the Project will be deposited by the Company in an Escrow Account All monies deposited in the Escrow Account shall be utilized in following order Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal with respect to the Debentures Only upon satisfaction of the requirement of (1) and (2) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account towards withdrawal of upto ~ 900000000 (Rupees Ninety Crores only) by the Company After withdrawal of ~ 900000000 (Rupees Ninety Crores only) by the Company
Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal witl]_x~secttyct to
-_8f~~the Debentures (f~X-~~~
~ ) Page 44 amp1 ~____~i
--------------------------------------- -- -------------
Debt Service Reserve Account (DSRA)
Put Option
Issue open on
Issue closed on
Basis for Interest calculation
Listing
Depository
Credit Rating
Security
Only upon satisfaction of the requirement of (a) and (b) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account 60 (Sixty percent) of any further monies in the Escrow Account shall be used to accelerate the redemption of the Debentures and the remaining 40 shall be withdrawn by the Company
Shall mean an amount being not less than ~ 60000000 (Rupees Six Crores only) to be maintained by the Company in the Escrow Account at all times
In the event of a default as defined iIi the Debenture Trust Deed the Debenture Trustee (on instructions from the Debenture holders) can exercise a put option on the Promoters to buy back the entire outstanding Debentures
04-10-2013 or any other date as decided by the Issuer
23-10-2013 or any other date as decided by the Issuer
Interest payable on the Debentures shall accrue on a day to day basis and shall be computed on the basis of 365 (Three Hundred Sixty Five) days divided equally for each of the twelve calendar months
At the WDM segment of the BSE
NSDL and CDSL
ICRA B+ by ICRA Limited
The Debentures together with any interest accrued thereon and outstanding amounts Debenture Trustees remuneration and all costs charges expenses and all other monies due in respect of the Debentures shall be secured by
First and exclusive charge on all Project Receivables through the Deed of Hypothecation together with the Escrow Agreement and such charge will be superior to any other claims on the Project Receivables First and exclusive charge on all amounts lying to the credit of the Escrow Account under the Deed of Hypothecation First and exclusive charge by way of equitable mortgage on the Commercial Property (Mortgaged Property) through execution of a registered Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property in favour of the Debenture Trustee together with a declaration cum undertaking from CDPL declaring the creation of mortgage by deposit of titly-~Si~6d~~ the
I-SI ~~
Page 4~60
----------------------------------------------------------------------------------Commercial Property in terms of the memorandum of entry Equitable mortgage and exclusive charge over FSI equivalent to 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of the Commercial Project together with all the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
Exclusive charge over all the rights title interest benefits claims demands of any nature whatsoever of the Company under andor in respect of the CDPL Collaboration Agreements for development and construction of the Commercial Colony and the entire FSI in the Commercial Project along with proportionate undivided interest in the underlying land and without limitation the following the right to compel performance thereunder and to substitute or be substituted for the Company thereunder and to substitute and be substituted thereunder for the Company thereunder and to commence and conduct either in the name of the Company or in its own name or otherwise any proceedings against any person in respect of any breach of the CDPL Collaboration Agreements and all claims of the Company including in any proceedings against all or any such persons to any amounts owing to or received by the Company thereunder and the rights and benefits of all Approvals to the extent capable of assignment together with the right to further assign any of the CDPL Collaboration Agreements and such Approvals to any Person Pledge of shares representing the entire issued and paid up share capital of CDPL under the Deed of Pledge Personal Guarantee of Sh Vijay Gupta Sh Amit Gupta and Smt Kusum Gupta and Cheques
Security Creation The Security shall be created in the favour of the Debenture Trustee on or before the Deemed Date of Allotment
Representation The representations and warranties of the Company will be set out and Warranties in the Debenture Trust Deed
Event ofDefault All events of default as set out in the Debenture Trust Deed
Upon occurrence of such event of default Debenture Trustee shall (on instruction from the Debenture holders) issue a written notice of default to the Company and grant to the Company a cure period in accordance with the terms of Security Documents
The consequences of an event of default shall be governed_lgtY the provisions in the Security Documents and shall inclu9~~ayfu~i1t of
default interest and enforcement of the Security in the manner specified In the Security Documents including appointment of nominee director(s)
Default Interest An additional interest of 4 pa (four percent per annum) over and Rate above the Interest Rate (as defined hereinafter) (viz the default
interest rate shall be 24 (twenty four percent) payable in relation to the Debentures and the Outstanding Amounts payable In accordance with Security Documents
Registrar and Skyline Financial Services Private Limited Transfer Agent
Compliance All provisions clauses regulations specified by GOISEBIRoCBSE with respect to issue and listing of Redeemable and Secured Non-Convertible Debentures shall be complied with by the Company
Assignment Each Investor may transfer or dispose a part or the whole of its Transferability Debentures without the Companys consent
Governing Law The governing law will be the laws of India and the parties submit to and Jurisdiction the exclusive jurisdiction of the courts in Delhi
~-~---~-~
u c tL ~If) -~~-J bull (
Page 47 of60
ANNEXURE 2 PAYMENT SCHEDULE
Due date
Month 0
Last Day ofMonth 1
Last Day ofMonth 2
Last Day ofMonth 3
Last Day ofMonth 4
Last Day ofMonth 5
Last Day ofMonth 6
Last Day of Month 7
Last Day ofMonth 8
Last Day of Month 9
Last Day of Month 10
Last Day of Month 11
Last Day of Month 12
Last Day of Month 13
Last Day of Month 14
Last Day ofMonth 15
Last Day of Month 16
Last Day of Month 17
Last Day of Month 18
Last Day ofMonth 19
Last Day ofMonth 20
Last Day of Month 21
Last Day of Month 22
Last Day ofMonth 23
Last Day of Month 24
Last Day ofMonth 25
Last Day of Month 26
Last Day ofMonth 27
Outstandino D b t b
e en nre1 su )scrIptlOn amount
I dat mont I en
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
1939393939
1878787879
1818181818
1757575758
1696969697
1636363636
1575757576
1515151515
1454545455
1393939394
1333333333
1272727273
I nterest
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
32323232
31313131
30303030
29292929
28282828
27272727
26262626
25252525
24242424
23232323
22222222
Debenture Payment to I t D b tSll )SCrIP Ion e en nre
t H Idamoun 0 ers
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
60606061 93939394
60606061 92929293
60606061 91919192
60606061 90909091
60606061 89898990
60606061 88888889
60606061 87878788
60606061 86868687
60606061 85858586
60606061 84848485
60606061 83838384
60606061 8~~3 j()gt t~( S( )Page48~60
-
Due date su
Last Day of Month 28
Last Day of Month 29
Last Day of Month 30
Last Day of Month 31
Last Day ofMonth 32
Last Day of Month 33
Last Day of Month 34
Last Day of Month 35
Last Day of Month 36
Last Day of Month 37
Last Day of Month 38
Last Day of Month 39
Last Day of Month 40
Last Day of Month 41
Last Day of Month 42
Last Day of Month 43
Last Day of Month 44
Last Day ofMonth 45
Last Day of Month 46
Last Day of Month 47
Last Day of Tenor
Outstandino D b t b
b ~ t~n ure t SCrIp Ion amoun
t th da mon en
1212121212
1151515152
1090909091
1030303030
969696970
909090909
848484848
787878788
727272727
666666667
606060606
545454545
484848485
424242424
363636364
303030303
242424242
181818182
121212121
60606061
Debentme Payment to Interest subscription
t amoun Debenture
H ld0 ers
21212121 60606061 81818182
20202020 60606061 80808081
19191919 60606061 79797980
18181818 60606061 78787879
17171717 60606061 77777778
16161616 60606061 76767677
15151515 60606061 75757576
14141414 60606061 74747475
13131313 60606061 73737374
12121212 60606061 72727273
11111111 60606061 71717172
10101010 60606061 70707071
9090909 60606061 69696970
8080808 60606061 68686869
7070707 60606061 67676768
6060606 60606061 66666667
5050505 60606061 65656566
4040404 60606061 64646465
3030303 60606061 63636364
2020202 60606061 62626263
1010101 60606061 61616162
The interest payment on the first Due Date shall vary depending on the date onwh~h the
application monies for Debentures arc received til 1~~1
1bull kAij~ lt laquo~~gt ~
-
--
Page 49 of60
ANNEXURE 3
UNDERTAKING BY THE COMPANY
The Company undertakes that bull In the event the Debentures are issued in physical form the Company
shall use a common form of transfer
bull It will provide on a half yearly basis a compliance certificate duly certified by the Debenture Trustee to the Debenture holders in respect of compliance with the terms and conditions of Issue as contained in this Information Memorandum Disclosure Document and
bull Every credit rating obtained shall be periodically reviewed by the Credit Rating Agency and any revision in the rating shall be promptly disclosed by the Company to the Stock Exchange Any change in rating shall be promptly disseminated to Debenture holders and prospective Investors in such manner as the BSE may determine from time to time All information and reports on the Debentures including compliance reports filed by the Company and the Debenture Trustee shall be disseminated to the Debenture holders and the general public by placing them on the website of the Company and shall through the Debenture Trust Deed request the Debenture Trustee to place the same on its website
bull The above Information Memorandum Disclosure Document IS
compliant with all disclosures required to be made for listing of senior non-convertible debentures on a private placement basis on a recognized stock exchange as specified in Schedule I under Regulation 21 of the Securities and Exchange Board of India (Issuing and Listing of Debt Securities) Regulations 2008
laquo~~(~I0~~ For o~InCr ~cture Private Limited
~~WIVijay~
(Chairman)
Page 50 of60
ANNEXURE 4
CREDIT RATING LETTER FROM ICRA LIMITED
Ie R A Limited
Ref DRAT2013-140-362
Mr Sanjay Aggarwal VP - Accounts amp raxation Orris Infrastructure Private Limited J-105 DLF Phase -II MG Road Gurgaon - 122002 Haryana
May 21 2013
Dear Sir
Rc ICRA-assigned Credit Rating for Rs 200 crore NCD Programmc of Orris Infrastructurc l)rivate Limited (instrument details in Annexure)
Please refer to your Rating Requisition dated May 112013 and the subsequent Rating Agreement of May 162013 for carrying out the rating of the aforesaid Bond Programme The Rating Committee
of ICRA after due consideration has assigned a [ICRAIB+ (pronounced as ICM B plus) rating
to the captioned Bond Programme
We would appreciate if you can sign on the duplicate copy of this letter and send it to us within 7
days from the date of this letter as confirmation about the use of the assigned rating The rationale
for assigning the above rating will be sent to you on receipt of your confirmation about the use of our rating as above Any intimation by you about the above rating to any BankerLending
AgencyGovernment AuthoritiesStock Exchange would constitute use of this rating by you
This rating is specific to the terms and conditions of the proposed issue as was indicated to us by you
and any change In the tenns or size of the issue would require the rating to be reviewed by us If
there is any change in the terms and conditions or size of the instrument rated as above the same must be brought to our notice before the issue of the instrument If there is nny such change after the
rating is assigned by us and confirmed to use by you it would be subject to our review and may result in change in the rating assigned
ICRA reserves the right to suspend withdraw or revise the above at any (ime on the basis of new information 01 unav~ilability of information or such other circumstances which ICRA believes may
have an impact on the rating assigned to you
The rating as aforesaid howeVer should not be treated as a recommendation to buy sell or hold the
bonds to be issued by you If the instrument rated as above is not issued by you within a period of 3
BuUding No 5 2 Floor TeL + 91 - 124 - 4545300 wOiosite wwwicraJn Tower A DLF cyber City Fax + 91 - 124 - 4050424 email infoicralndiacom Phase ll Gurgaon 122002
Regd Office 1105 Kailash Building 11 Floor 26 Kastuma Gandhi Marg NeW Delhi - 110001
RATING RES EAR eli INFORMATION
months from the date of this letter communicating the rating the same would stand withdrawn unless
revalidated before the expiry of 3 months
You arc required to forthwith inform us about any default or delay in repayment of intcrest or
principal amount of the instrument mtcd as above or any other debt instruments borrowing Y nu are also required to keep llS forthwith informed of any other devclopments which may have a direct
or indirect impact on the debt servicing capability of the company including any proposal for reshy
schedulement or postponement of the repayment programmes oCthe dues debts of the company with
any lendcr(s) investor(s)
You are required to inform us immediately as and when the borrowing limit for the instrument rated
as above or as prescribed by the regulatory authority (ies) is exceeded
We thank you for your kind cooperation extended during the course of the rating exercise Should
you require any clarification please do not hesitate to get in touch with us
With kind regards
Yours sincerely
for IeRA Limited
-- Iobit Inamdar S (Senior Vice President) (Analyst)
Page 52 of60
Annexure
Details of the bank limits rated by leRA (Rated on long term seale)
Page 53 of60
I eRA limited AIIA~fIiI ofMoltldyIInvllllttmI ~
Ref DRATfl013middot140middot3611
Date August 222013
MI Sanjay AggarwaJ VP - Accounts amp Taxation Orris Infrastructure Private Limited JmiddotIO5 DLF Phasemiddotll MG Road Gurgaonmiddot J22002 Haryana
Dear Sir
Re leRA ruting for Rs 2000 crote NCD Progrumme of Orris Infrastructure Private Umlted
This is with reference to your letter dated August 9 2013 for re-validating your rating for the Rs 200 erore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Boods programme ofyour company and last communicated to you vide QuI letter dated May 212013 stands The other terms and conditions for the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DlRAT12013middot 1410-362 dated May 2013 stands
With kind regards For lCRA Limited
(Senior Vice President)
T~middot + 91middot 124 bull ~ website VWW bulliCfSio fw + 91 124 -~ email info~middoticralndiagtcom
Page 54 of60
Ie R A Lim
Ref DfRAT2013-14O-364
Date October 03 2013
Mr Sanjay Aggarwal VP - Accounts amp Taxation Orris Infrastructure Private Limited J-105 DLF Phasemiddotmiddotll MG Road Gurgaon - 122002 Haryana
Dear Sir
Re ICRA rating for Rs 2000 crOTe NCD Programme of Orris Infrastructure Private Limited
This is with reference to your letter dated September 03 2013 for re-validating your rating for the Rs 200 crore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Bonds programrne of your company and last conununicated to you vide our letter dated August 22 2013 stands The other terrns and conditions fur the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DRATI2QI3middot 14()362 dated May WI3 stands
With kind regards For [eRA Limited
Vi (Senior Vice President)
Buildlng No 2 Iloot Tel + 81 124 - 4545300 websf1e WWWJCf8D
Tower A Cyber Oily Fax + 91 124 bull 4000424 ilImaH lnfoicralfldliLcof1
Phase II Gurgaonmiddot 1~
Regd Offictl noo iltailash Building i 1 Floor 26 KDtwoo Qandhi Marg New Delhi bull 110001
RATING RES EAR C H INfORMATION
Page 55 of60
ANNEXURE 5
CONSENT LETTER FROM DEBENTURE TRUSTEE
Ref No 1750 ITCL JUtmiddots I ru~1 Company Limilt~d
September 30 2013
Orris Infrastructure Private limited (Company) Jmiddot105 OLF PhaSe - 11 MG Road Gurgaon 122002
Kind Attention Mr Vljay Gupta Director
Sub listed Secured Redeemable Non Convertible Debentures (NCDs) aggregating to Rs 200 crs proposed to be issued by the Company on private placement basis
Dear Sirs
This is with reference to our discussion regarding appointment of ILampFS Trust Company limited (ITCL) as Debenture Trustee for the proposedlssue of listed Secured Redeemable NCDsof Rs 1 crore each aggregating to Rs 200 crs to ~ issued by the Company on private placement basis In this regard VIle do hereby give out consent to act as the Debenture Trustee subject to the Company agreeing to the following conditions
1 The Company agrees and undertakes to create the securities over such terms and conditions as detai~d in the signed Information Memorandum as submitted to us and execute the Debenture Trust Deed and other necessary security documents as required
2 The Company agrees amp undertakes to pay Debenture Trustees so long as they hold the office of the De~nture Trustee remuneration as stated in appointment letter dated July 30 2013 for the services as Debenture Trustee in addition to all legal travelling and other costS charges and expenses which the Debenture Trustee or their officers employees or agents rnayiocur in relation to execution of the Debenture Trust Deed and all other documents affecting the Security till the monies in respect of the Debentures have been fully paid-off and the requisite formalities for satisfaction of charge in aU respects have been complied with
3 The Company agrees ft undertakes to comply with the provisions of SEal (Debenture Trustees) Reguliltions 1993 SE61 (Issue and Listing of Debt Securitles) Regulations 2008 SEBICircutar No$EaIIlMOOfgtl1Sondl2oo911 105 dated 11052009 on Simplified Listing Agreement for Debt Securities read with the SEBl Circular No SEBIIIMDDOF-1 tBONDlClr-5120o9 dated the 16th November 2009 the Companies Act 19l)6 ilnd other applicable proviSions I circulars guidelines etc as applicable and amended from time to time and agrees to furnish to Trustees such information in terms of the same on regular basis
Sincerely For ILftFS Trust Company lilDi~d
lL__~~ ~ ~ ~~~ --- ~
Authorized Signatory
lUfFS Finru1 Centre PloINo C 22 G Block 5th Floor Bjr Kurio Complex Bandra (Eastl Mumbamiddotmiddot 40(K)SI INDIA
Bangalor( Office ILEtFSTru1 (ompally Ltdbull ALmiddotLalheef 151 Floor No 2Unioll Slreet Offlnanlry Raad Banglore 5hlX)OI INDIA
New Delhi Offire ILftFSTrusl (ompY tId Amiddot26a lsI Ploor Bhishm Pithamah Marg DefencfCoony New Delhi - 110024 INDIA
Kolkala Offilaquo ILftfSTrusl Company Ltd ILIIFS Constantia lnlflPor n Dr11 lIt Bramachari Street Kolkata bull 700017 INDIA
Page 56 of60
ANNEXURE 6
CONSENT LETTER FROM REGISTRAR AND TRANSFER AGENT i
Skyline Financial Serrr)ices Pvt Ltd SEBI REGISTERED CATEGORY1 REGk)IRARS ampSHARE TRANSfRAtgtENT D153A Ht Floor () nol Area Ph bullbullbullI New Dolhmiddot llO 020 1 9 middot1126812682 2S612~83 EmiddotmaI nOlltyhOaccrn tte-oSi$ wwwSiltyllnfHla_all1
August 29 2013
MrVlneel Kumar Gupta
Sr Manaler Secretarial
Orris InfraSlrucllJre Private Limited
Orris la M G Road
Gurgaoo - 1iG 002 (Hr)
Sub Consent to aet as Registrar to Issue and TfBllSfer Agent
DearSJr
Thls1s in reference 10 YOllr email datild AugJS1 29 2013 We hereby give our consent to act as 21
Registrar to IsSue and Transfer Agent for your propOSed issue of 1O - conveo1ibledebentures Of Rs
20000 Crore (jl1d our name IS Registrar to i$sueandShare Transfer agent may please be included in
Thanking you Y()ursfailhfufy
Vice- President
Page 57 0[60
--
-------
ANNEXURE 7
APPLICA TION FORM
ORRIS INFRASTRUCTURE PRIVATE LIMITED Registered Office RZ-D-5 Mahavir Enclave New Delhi 110045
Corporate Office 1-105 DLF Phase II Mehrauli Gurgaon Gurgaon -122002
Application No ___ Date
Dear Sirs
VWe have read and understood the terms and conditions of issue by Orris Infrastructure Private Limited of senior secured cumulative redeemable Non-Convertible Debentures of face value ~ 10000000 (Rupees One Crores only) having a coupon rate of 20 pa on a private placement basis on the face value aggregating to ~ 2000000000- (Rupees Two Hundred Crores only) (Debenture) contained in the Information Memorandum Disclosure Document dated __2013 VWe bind ourselves to the terms and conditions as contained in the Information Memorandum Disclosure Document and wish to apply for allotment of these Debentures The amount payable on application as shown below is remitted herewith On allotment please place myour name(s) on the Register of Debenture holder(s)
(Please read carefully the instructions on the next page before filling this form)
No of Debentures applied No in figures No in words for
Amount (~)
Detal s I 0 f payment ChequesDemand Date Drawn on Bank DraftlRTGS Details
Applicants Name amp Address in full (please use capital letters)
Pin Code Telephone I Fax Email
I Status Bankin~ Company ( ) Insurance Company ( ) Other ( ) (specify in case of others) Name of Authorized Signatory Designation Signatures Signatoty
Details of Bank Account Bank Name amp Branch Nature ofAccount Account No IFSCINEFT Code middot)---~1
-- --
Depository Details
I1We the undersigned want to hold the Debentures of the Company in the dematerialised fonn Details of myour Beneficiary Account are given below
Depository Participant Name - shy
DPID
Beneficiary Account Number shy
Name of the Applicant
() II We understand that in case of allotment of Debentures to my lour Beneficiary Account as mentioned above would be credited to the extent of Debentures allotted
Taxpayers PAN I GIR No IT CircleIW ardlDistrict ( ) Not Allotted
Tax Deduction Status () Fully ( ) Tax to be ()Yes ONo Exempt deducted at
Source
I1We hereby understand that the Company has not provided and will not provide any material or other infonnation regarding the Debentures except as included in the Infonnation Memorandum Disclosure Document
Signature of the Applicant _________________(Tear here)__________
ACKNOWLEDGEMENT SLIP
Application No Date -- shyReceived From
1shy----------------------~
By ChequelDemand DraftlRTGS No
drawn on towards application for ______ Debentures (Chequesl Demand Drafts are subject to realisation)
For Orris Infrastructure Pvt Ltd
For all further correspondence please contact INFRASTRUCTURE PRIVATE LIMITED Tel +91 124-4979200
Page 59 of60
10
INSTRUCTIONS
You must complete application in full in BLOCK LETTERS IN ENGLISH
2 Your Signatures should be made in English or in any of the Indian languages
3 Application forms duly completed in all respects together with high value Cheques Pay Order Demand Drafts must be lodged at the Orris Infrastructure Private Limited Corporate Office (as provided above)
4 Payments through RTGS shall be made as follows
Beneficiary Account name Orris Infrastructure Private Limited IFSC Code UTIB0000056 Bank Account No 056010200015303 Bank Axis Bank Ltd Branch Sec-14 Gurgaon
5 The Cheque(s)Demand Draft(s) of high value clearing zone should be drawn in favour of ORRIS INFRASTRUCTURE PVT LIMITED and crossed Ale payee only Cheque(s)Demand draft(s) may be drawn on any scheduled bank and payable at Delhi
6 Mr Vineet Gupta as authorised representative of the Company will issue the Acknowledgement Slip (appearing below the Application Form) as acknowledgement of receipt of applications No separate receipt will be issued
7 You should mention your Permanent Account Number or the GIR number allotted under Income- Tax Act 1961 and the Income-Tax CirclelWardlDistrict In case where neither the PAN nor GIR number has been allotted the fact of non-allotment should be mentioned in the application form in the space provided
8 The application would be accepted as per the terms of the issue outlined in the Information Memorandum Disclosure DOC~fii
r1- -~0 gt tl~~ ~gt
j )j~ (~~ ~O
~ shy
Page 60 of60
GENERAL INFORMATION
L Name and address of the Registered Office of the Company
Orris Infrastructure Private Limited RZ-D-5 Mahavir Enclave New Delhi 110045 Phone +91 1244979200 Fax +91 (0)124235329192 Email infoorrisin
2 Compliance Officer The details of person appointed to act as Compliance Officer for the purpose of this Issue is set out below
Vineet Gupta J-105 DLF Phase II Gurgaon 122002 Phone +91 124-4979200 Fax +91 11 2353291 Email vineetorrisin
3 Auditors
PR Kumar amp Company C-24 Safdarjung Development Area Main Aurbindo Marg New Delhi 110016 Phone +91 11 47118888 Fax +91 11 47118855 Email prkum~prkumarcom
4 Debenture Trustee
IL amp FS Trust Company Limited ILampFS Financial Centre 3rd Floor Plot No C-22 G Block Bandra Kurla Complex Bandra - East Mumbai - 400051 Phone +91 2226593810 Fax +91 2226533297 Email asstvicepresidentilfsindiacom
5 Registrar and Transfer Agent to the Issue
Skyline Financial Services Private Limited D-153 A 1st Floor Okhla Industrial Area Phase -I New Delhi 110020 Phone +91 11 30857575 Fax +91 11 30857562 Email adminskylinertacom~-t------
Page 13 of60tv))
-----~
6 Credit Rating Agency
ICRA Limited 1105 Kailash Building 11th Floor 26 Kasturba Gandhi Marg New Delhi 110001 Phone +91 11 2335794050 Fax +91 11 23357014 Email infoltq)icraindiacom
7 Details of Board of Directors
The following table sets forth details regarding the Companys Board of Directors as on the date of this Information Memorandum Disclosure Document
3260 Janakpuri New Delhi Managing Director 110058
Amit Gupta Joint- Managing Director C-3260 Janakpuri New Delhi 110058
None of the above Directors appear in the RBI defaulter list
Profile of Directors
Mr Vijay Gupta - Chairman and Managing Director Mr Gupta aged 55 years commerce graduate from Delhi University is a real estate veteran He has over 22 years of experience in handling Sale Leasing and management of land office buildings shopping centers residential and income generating properties and is a well-known name among known and building developers in the Northern India Mr Gupta has acted as Land consolidator and sold big land holdings to Builders and developers like D LF Vatika Sun City and several others in NCR region Mr Gupta has great credibility in the market for timely payment transparency and fair transaction
Mr Gupta has pioneered in providing real estate solutions to new age corporate and the IT Industry He has intricate knowledge and clear vision of the real estate sector He has helped in creating landmark structures in reflecting new standard of excellence in the real estate industry
Mr Vijay Gupta has negotiated and guided the company to enter into a very prestigious collaboration deal with DLF - the leading number one brand in development of real estate in India to develop 49288 acres of commercial land in the NCR region The company will get a great mileage from this agreement as besides the developed area the property will be Co-Branded as DLF ORRIS DLF has agreed to co brand the development due to this location advantage and future Prospects olt0Jcfl~
q~dj
~~~e 14 of 60 -_
ImiddotJIiIMJff tlmiddotiAIIfiiJilIIfIii Mi rug ~IY_ ~icent
Mr Amit Gupta - Joint Managing Director Mr Amit Gupta son of Mr Vijay Gupta aged 32 years is young talented and has great business sense He has coordinated and developed several real estate projects in Gurgaon and adjoining areas Mr Amit Gupta has negotiated several land deals to the benefit of the company and is an expert in such deals
He is working out the details with architect to start the proposed housing project in the next couple of months He is in advance stage of negotiation for several other projects of the group
Mr Amit Gupta has a vision to make ORRIS a name to reckon with by providing real estate solutions to all and set bench mark constantly for itself and evolve a strategy of transparency and credibility
ISSUER PROFILE
1 Brief summary of Business Strength and Strategy Named after an extraordinary flower known for its fragrance Orris believes in leaving an everlasting fragrance in the minds of its customers stakeholders and society at large Orris is driven by passion and qUality At Orris we strive for perfection Our services range from real estate to energy from hospitality to education golf and much more Corporate social responsibility is embedded in our DNA Our journey is guided by a strong vision unshakable foundation and driven by quality and excellence service focused towards serving and offering our customers more than they expect Mr Vijay Gupta began his journey when he laid the foundation for Orris in 2008 His dream to usher India into a new era prompted him to found Orris From being a land consolidator and financier to starting his own real estate division he has come a long way scripting successes on his way Owing to his spectacular endeavors the company has been honored by the industry with the award prestigious Emerging Residential Infrastructure Company of Year 2010
Orris has had a great spell in the last three years Foundations for some of the ambitious projects were laid and a few have reached their finishing stage Apart from its foray into real estate Orris has made inroads into energy hospitality golf and education
At Orris we want to leave you with an everlasting experience Because you deserve the best Discover a fresh lease of quality life with Orris whether it is Real Estate Energy Hospitality Golf or Education We are passionate committed and driven
2 Main objects of the Company The main objects of the Company contained in its MOA are
bull To undertake and carry on the business of construction purchase sell and develop any type of property whether residential commercial industrial rural or urban whether belong to the company or any other person To develop erect and construct commercial properties buildings houses shopping centers and to carry out civil and construction work of every description and to improve repair renovate transfer charge assign let out hire sublet or sublease all type of lands plots buildings offices flats warehouses godown shops building banquet halls tenements and immovable properties whether freehold or lease hold of any nature and description
bull To carry on the business as owners builders developers promoters proprietors civil contractors of industrial commercial and residential properties colonies mills workshop buildings cinema houses and to deal in all kinds of immovable properties whether belonging to the company or not
bull To act as agent for purchasing selling and letting on hire land agricultural land and houses multi-stored commercial or residential building on commission basis To acquire land for the construction of multistoried buildings and to license the flats therein on suitable terms and conditions
bull To carry on the business of contractors dealers commission agents brokers consultants representatives and middlemen of properties To act as advisors andor consultants on all matters relating to the construction business town planning landscape architecture structural engineers and to prepare complete scheme drawings plans and estimates and to provide technical know-how in India or abroad
3 A brief history of the Company since inception
Incorporation details The Company was incorporated on July 26 2006 as a private limited company vide Certificate of Incorporation issued by Registrar of Companies of National Capital Territory of Delhi amp Haryana bearing Corporate Identity Number U70 109DL2006PTC 151295
Authorized 50000000 Equity shares of ~ 10- each 500000000shyIssued Subscribed amp Paid Up 29790000 Equity shares of ~ 10- each
flleT HMMUCiiWAJMWPiiliMNiI JI-
Date of Increase Incorporation
September 52007
December 1 2007
July 25 2012
Alteration The authorized share capital of the Company at the time of incorporation was ~ 500000- (Rupees five lakhs only) divided into 50000 (fifty thousand) equity shares of~ 10- (Rupees ten only) each
The authorized share capital of the Company was increased from ~ 500000 - (Rupees five lakhs only) to ~ 10000000- (Rupees one crore only) divided into 1000000 (Ten Lakh) equity shares of ~ 10- (Rupees ten only) each
The authorized share capital of the Company was increased from ~ 10000000- (Rupees one Crores only) to ~ 100000000 - (Rupees ten crore only) divided into 10000000 (one crore) equity shares of ~ 10- (Rupees ten only) each
The authorized share capital of the Company was increased from ~ 100000000- (Rupees Ten Crores Only) divided into 10000000 equity shares of ~ 10- (Rupees Ten Only) each to ~ 500000000shy(Rupees Fifty Crores Only) divided into 50000000 equity shares of~ 10- (Rupees Ten Only)
Date of Allotment
July 26 2006
October 222007
January 9 2008
March 21 2009
June 26 2012
August 82012
March 16 2013
No of Shares and Face Value
10000 Shares of ~ 10 each
500000 Shares of ~ 10 each
800000 Shares of ~ 10 each
2000000 Shares of~ 10 each
1655000 Shares of~ 10 each
19860000 Shares of ~ 10 each
4965000 Shares of~ 10 each
Amount per
share 10
10
10
10
10
10
10
Capital (~)
100000shy
5000000shy
8000000shy
20000000shy
16550000shy
198600000shy
ubullbull _bullbullbull ~-~_______~__________________
Sr Name of No the
Shareholder
Vijay Gupta1
Amit Gupta2
Sumit 3 Gupta
Kusum 4 Gupta
Mamta 5 Gupta
Pooja Gupta6
Ms Vijay 7 Gupta (HUF)
Ms Amit 8 Gupta (HUF)
Ms Sumit 9 Gupta (HUF)
Address
C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058
C-3260 Janakpuri New Delhi 110058
C-3260JanakpuriNew Delhi 110058
C-3260 Janakpuri New Delhi 110058
2681100
2681100
2085300
2383200
2383200
2383200
5064300
5064300
5064300 10
No of Amount Type shares per of
Share Shares
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
Equity
4 Debt-equity ratio prior to and after issue of Debentures
(Amounts in~)
Debt 2652702404 4652702404 Equity 368205693 368205693 Debt-Equity Ratio 720 1264
1 The figures are as per provisional accounts for the [mancial period ending September 272013 The figures are as per provisional accounts for the financial period ending 27th September 2013 3114--bull
includes debenture issued 200 secured redeemable Non-Convertible Debenture of 2000000qQ9t~~(9~
(Rupees Two Hundred Crores only) to be raised through present Issue of Debentures f - ~ ~_ (5 ~I
Page 1~ ~~~~j ~~~-j5-~
2
FINANCIAL HIGHLIGHTS OF THE COMPANY 3
Provided below are highlights from March 31 2013 and March 312012
-
PARTICULARS
Shareholders Funds Share Capital Reserves and Surplus Non-Current Liabilities Long-Term Borrowings Other Long Term Liabilities Long Term Provisions Current Liabilities Short-Term Borrowings Trade Payables Other Current Liabilities Short-Term Provisions TOTAL Non-Current Assets Fixed assets (i) Tangible assets (ii) Intangible assets (iii) Capital work-in-progress
Non-current investments Deferred Tax Assets (Net) Long term loans and advances Current assets Inventories Trade Receivables Cash and Cash Equivalents Short-Term Loans and Advances TOTAL
Profit amp Loss Statement Income From Operations Expenditure Profit Before Tax Provision For Tax NET PROFIT
the Companys balance sheet as on
AS AT AS AT
31032013 31032012 -
(In t) (In t)
297900000 33100000 213213781 387605693
833881405 1163249172 113701597 104516080
3716055 2624152
1043912351 511881321 318959605 500619871
7230525889 6415810732 2987458 middot12901961
10058798141 9132308982
41142649 84146355 1804455 1364419
10535400 shy8181894 8298894 5484172 6174926
211337362 637591171
3033819766 2432400222 - 14337455
325475165 554273019 6421017278 5393722521
10058798141 9132308982
FY 2013 FY 2012 3813273647 2063682309
3670103696 1960640137 143169951 103042172 51380355 54143420
90408088 54024176
3 The above given figures are duly audited by auditors of the company
OFFER DETAILS
1 Details of debt securities issued and sought to be listed The securities proposed to be issued pursuant to this Information Memorandum Disclosure Document will be listed on WDM of the BSE
2 Nature of Instrument Senior Secured Cumulative Redeemable Non-Convertible Debentures issued on a private placement basis
3 The Issue size The Company proposes to issue 200 Secured Cumulative Redeemable Non-Convertible Debentures having Face Value of ~ 10000000shy(Rupees One Crores only) each having aggregate face value of ~ 2000000000- (Rupees Two Hundred Crores only)
4 Face Value Each Debenture has a face value of ~ 10000000- (Rupees One Crores only) per Debenture
5 Redemption The outstanding amount of the Debentures shall be repaid in monthly installments payable as per the Payment Schedule
Unless redeemed earlier m accordance with this Information Memorandum Disclosure Document and the terms of the Security Documents the Debentures shall stand redeemed on payment of the final installment as per the Payment Schedule The redemption shall apply to each Debenture uniformly Any redemption of Debentures by the Company shall be proportionate redemption of all the Debentures collectively through reduction in face value of each Debenture
In the event of a default as defined in the Debenture Trust Deed the Debenture Trustee (on instructions from the Debenture holders) can exercise a put option on the Promoters to buy back the entire outstanding Debentures
6 Tenor Forty Eight (48) months from the Deemed Date of Allotment ending on the last Due Date unless redeemed earlier in accordance with the terms of the Debenture Trust Deed
7 Interest Rate The Debentures will carry an interest at the rate of 20 (Twenty percent) per annum payable monthly (subject to deduction of tax at source if applicable at the rate prevailing from time to time under the provisions of the Income Tax Act 1961 or any other statutory modifications or reshyenactment thereof for which a certificate will be issued by the Company-_ on the outstanding principal amount of Debentures and(other-~~
i ( y page~f )~
- -
-
Outstanding Amounts throughout the tenure of the Debentures till final redemption as per Payment Schedule
Interest payable on the Debentures shall accrue on a day to day basis and shall be computed on the basis of 365 (Three Hundred Sixty Five) days divided equally for each of the twelve calendar months
8 Payment Mechanism Payments towards interest and towards repayment of the outstanding amount of Debentures shall be made by way of drafts cheques credit through RTGS mechanism on the Due Dates to those Debenture holder(s) whose names appear on the list of beneficiaries provided by the Depositories to the Issuer Such payments shall be made from the Escrow Account in the manner specified in the Debenture Trust Deed The names would be as per the Depositories records on the relevant Record Date fixed for the purpose of such payments as provided in this
Information Memorandum Disclosure Document In case of those Debentures for which the beneficial owner is not identified by the Depository as on the Record Date the Issuer would keep in abeyance the payments till such time that the beneficial owner is identified by the Depository and conveyed to the Issuer whereupon the payments will be paid to the beneficiaries as identified
In case the Due Date falls on a day which is not a Business Day then the payment due shall be made on the succeeding Business Day
9 Security The principal amount of the Debentures together with any interest accrued thereon and other Outstanding Amounts Debenture Trustees remuneration and all costs charges expenses and all other monies due in respect of the Debentures and or under the Transaction Documents shall be secured by the Obligors by
a First and exclusive charge on all receivables from the Project through the Deed of Hypothecation together with the Escrow Agreement and such charge will be superior to any other claims on the Project receivables
b First and exclusive charge on all amounts lying to the credit of the Escrow Account under the Deed of Hypothecation
c First and exclusive charge by way of equitable mortgage on the Commercial Property (Mortgaged Property) through execution of a registered Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property in favour of the Debenture Trustee together with a declaration cum undertaking from CDPL declaring the creation of mortgage by deposit of title deeds of the Commercial Property in terms of the memorandum of entry
d Equitable mortgage and exclusive charge over FSI equivalent to 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of the Commercial Project together with all the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
e Exclusive charge over all the rights title interest benefits claims demands of any nature whatsoever of the Company under andor in respect of the CDPL Collaboration Agreements for development and construction of the Commercial Colony and the entire FSI in the Project along with proportionate undivided interest in the underlying land and without limitation the following
(i) the right to compel performance thereunder and to substitute or be substituted for the Company thereunder and to substitute and be substituted thereunder for the Company thereunder and
(ii) to commence and conduct either in the name of the Company or in its own name or otherwise any proceedings against any person in respect of any breach of the CDPL Collaboration Agreements and
(iii) all claims of the Company including in any proceedings against all or any such persons to any amounts owing to or received by the Company thereunder and
(iv) the rights and benefits of all Approvals to the extent capable of assignment together with the right to further assign any of the CDPL Collaboration Agreements and such Approvals to any Person
(v) Pledge of shares representing the entire issued and paid up share capital of CDPL under the Deed of Pledge
(vi) Personal Guarantee of Sh Vijay Gupta Sh Amit Gupta and Smt Kusum Gupta and
(vii) Cheques
CDPL has consented to creation of charge over the entire FSI to the extent of 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of t
The said security shall be created in favor of the Debenture Trustee on or by the Deemed Date of Allotment
Obligors will ensure that market value of the above mentioned security will be at all times equal to the face value of the outstand~icitZt~ Debentures tp ---YZoltgtl
lSI r~
i~ ~r)Page 22 oK~-_
~~-___i
10 Board Authority The private placement of Debentures under this Information Memorandum Disclosure Document is being made pursuant to the resolution of the Board of Directors of the Company at its meeting held on June 24 2013
11 Rating and rating rationale ICRA has assigned a ICRA B+ (pronounced as ICRA B plus) rating to debentures programme of the Company to the extent of ~
2000000000- (Rupees Two Hundred Crores only) vide letter ref no DRAT2013-140-362 on May 212013 and revalidated vide letter ref no DRAT2013-140-363 on August 222013 The long-term rating carries a stable outlook A copy of the rating letter and its rationale from ICRA is enclosed as Annexure 4_ to this Information Memorandum Disclosure Document
12 Details of utilisation of the Issue Proceeds Our Board of Directors certifies that the proceeds of the Issue of Debentures shall be utilized for the general corporate purposes of the Company
13 Minimum Number of Debentures for Subscription The application must be made for a minimum of one (1) Debenture and in multiple of one (1) Debenture thereafter There is no maximum limit on the application
14 Listing The Debentures are proposed to be listed on the WDM segment of the BSE the details of which are provided below
The Bombay Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400001 Phone 91 22 227212334 Fax 91 22 22721919
The COJpany shall make an application to the BSE to list the Debentures to be issued and allotted pursuant to this Information Memorandum Disclosure Document and shall take all necessary steps to complete all the formalities relating to listing of the Debentures within 15 (fifteen) days from the date of closure of the Issue Date If such permission is not granted by the BSE within 15 (fifteen) days from the date of closure of the Issue or where such permission is refused by the BSE before the expiry of the 15 (fifteen) days from the closure of the Issue the Company shall at the option of the Debenture holders repay with interest (at the applicable Interest Rate) all monies received by it If the Company fails to repay such monies within 5 (five) days after the Company becomes liable to repay it then the default interest (at the applicable Default Interest Rate) shall also apply to the amount payable
by the Company over and above the applicable interest iP~d (OS4( i~
Page 23~~ ~Sl-C ~-_-)to ~--i-~-~
In connection with listing of Debentures with BSE the Company hereby undertakes to comply with all requirements of the Act applicable SEBI rules and regulations including Securities and Exchange Board of India (Issue and listing of Debt Securities) Regulation 2008 and the listing agreement with BSE
15 Market Lot The minimum lot size for trading of the Debentures on the Stock Exchange is proposed to be one (1) Debenture
16 Underwriting of the Issue The present Issue of Debentures has not been underwritten
17 Tax Benefits The Debenture holder(s) are advised to consider in their own case the tax implications in respect of subscription to the Debentures after consulting their respective tax advisor
18 Governing Law The Debentures shall be construed to be governed in accordance with the laws of India Any dispute arising thereof will be subject to exclusive jurisdiction of the courts in Delhi Over and above the aforesaid terms and conditions the said Debentures shall be subject to the terms and conditions of the Security Documents
19 Debenture Redemption Reserve The Company hereby agrees and undertakes to create a debenture redemption reserve as per the provisions of the Security Documents the Act and the rules regulations notifications and circulars issued by the Ministry of Corporate Affairs and if during the currency of these presents any guidelines are formulated (or modified or revised) by the Central Government or any government agency or corporation having authority under Law in respect of creation of debenture redemption reserve applicable to the Debentures the Company shall duly abide by such guidelines and execute all such applicable supplemental letters agreements and deeds of modifications as may be statutorily required by the Debenture holders or the Debenture Trustee
20 Undertaking to use a Common Form of Transfer The issue of Debentures shall be made in dematerialized form only and no Debentures will be issued in physical form However the Company will use a common transfer form for physical holdings if at a later stage there is any holding in physical form due to the depository giving any Debenture holder the option to rematerialize the Debentures
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
The following contracts documents not being contracts entered into in the ordinary course of business carried on by the Company or entered into more than two years before the date of this Information Memorandum Disclosure Document which are or may be deemed material have been entered into by the Company These material contracts or documents may be inspected at the Registered Office of the Issuer from 1000 am to 100 pm on all working days from the date of this Information Memorandum Disclosure Document until the date of closure of this Issue
Material Contracts 1 Copy of the letter from Skyline Financial Services Private Limited to the
Company giving their consent to act as the Registrar and Transfer Agent to the Issue
2 Copy of letter from ILampFS Trust Company Limited to the Company giving their consent to act as the Debenture Trustee to the Issue
Material Documents L Memorandum and Articles of Association of the Company as amended
from time to time
2 Credit rating letter from ICRA Limited
3 Copy of Certificate oflncorporation of the Company dated July 262006
4 Certified true copy of the resolution dated June 24 2013 approving the issue of Debentures and creation of securities on the term and conditions stated in this Information Memorandum Disclosure Document
5 Copy of Tripartite Agreement dated 17-02-2011 between the Company the Registrar and Transfer Agent and the CDSL (Depository)and Copy of Tripartite Agreement dated 03-03-2011 between the Company the Registrar and Transfer Agent and the NSDL (Depository)
6 Copies of Audited Financials of the Company for the last three financial years
DISCLOSURE ON EXISTING FINANCIAL INDEBTNESS
1 Details of Secured Borrowings4
Ao The secured loans of the Company outstanding as on March 312013 is as follows
(Amount in f)
Details of Vehicle Loans Axis Bank October 27 1390055 EMI Start date- Hypothecated to Limited 2010 December 10 2010 Axis Bank (BMW) Closure date- Limited
November 10 2013 HDFC March 09 2472342 EMI Start Date Hypothecated to Bank 2012 April 052015 HDFC Bank Limited Closure Date - April Limited (BMW) 052015
None of the above loans is secured against any of the security (as detailed in Offer Details section above)
B The Secured Debentures of the Company outstanding as on March 312013 are as under
ILampFS Secured 17 Monthly 1 14th part of the first floor Trust Redeemable installment (without Roof Right) being 45 Company Non- pa s Start sq yards out of 180 sq yards of Limited Convertible date- the first floor constructed on
Debentures 2205201 free-hold land bearing plot No Series shy I of 1 RZ-D-5 First Floor Mahavir aggregate Closure Enclave New Delhi -110045 face value of dateshy admeasuring 180 sq yards out 2202201 ofkhasra number 8314 35000000 4 situated in the area of village 0- (Rupees Palam now known as Mahavir Thirty Five Enclave Block -D New Delhi-Crores) 110045 issued at a discount of 2 Mortgage assignment of all the 17513shy rights title and interest
4 The figures are as per the audited balance Sheet for the financial year ending March 31 2013
----- shy
(Rupees whatsoever of the Company in Seventeen to under andor in respect of Thousand the collaboration agreements Five dated 27102007 and Hundred 01072010 executed with CDPL and Thirteen for development and only) on the construction of the Commercial face value Complex and sale of FSI to the (being ~ extent of 625000 Sq Ft along 10000001- with proportionate interest in (Rupees Ten the underlying land inl of the Lakhs only)) Commercial Complex of each debenture 3 Out of the total sanctioned FSI
of 702871 Sq Ft of Commercial Complex mortgage and charge over FSI equivalent to 625000 Sq Ft including prorata share over all that piece and parcel of free hold land admeasuring 95 acres (approx located at Sector 82A Gurgaon Haryana India over which the Commercial Complex is proposed to constructedI developed together with proportionate buildings and structures thereon AND the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
4 Pledge of entire issued equity share capital of CDPL
5 Post-dated cheques
6 Personal Guarantee of the Promoter viz Mr Vijay Gupta
ILampFS Secured 17 Monthly 1 114th part of the first floor Trust Redeemable installment (without Roof Right) being 45 Company Non- pa s Start sq yards out of 180 sq yards 0 f Ltd Convertible date- the first floor constructed on
Debentures 1506201 free-hold land bearing plot No Series - II of 1 RZ-D-5 First Floo~ M~ct[~ aggregate Closure Enclave New DelhI -11
-_ ()-4~-----
ltshy -
---- ----- ---------------shyface value of date- admeasuring 180 sq yards out ~ 1505201 of khasra number 83 14 42500000 4 situated in the area of village 0- (Rupees Palam now known as Mahavir Forty Two Enclave Block -D New Delhi-Crares) Fifty 110045 Lakhs
2 Mortgage assignment of all theissued at a rights title and interestdiscount of ~ whatsoever of the Company in58065shyto under andor in respect of(Rupees Fifty the collaboration agreementsEight dated 27102007 andThousand 01072010 executed with CDPLSixty Five for development andOnly) on the construction of the Commercialface value Complex and sale of FSI to the(being ~ extent of 625000 Sq Ft along1000000 shywith proportionate interest in(Rupees Ten the underlying land in of theLakhs only)) Commercial Complexof each
debenture 3 Out of the total sanctioned FSI of702871 Sq Ft of Commercial Complex mortgage and charge over FSI equivalent to 625000 Sq Ft including prorata share over all that piece and parcel of free hold land admeasuring 95 acres (approx) located at Sector 82A Gurgaon Haryana India over which the Commercial Complex is proposed to constructed developed together with proportionate buildings and structures thereon AND the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
4 Pledge of entire issued equity share capital of CDPL
5 Post-dated cheques
---6 Personal Guarantee of the Promoter viz Mr Vijay(qtipta
1
IDEI Trusteeshi p services Limited
Secured Redeemable Optional Convertible Debentures of aggregate face value of
80000000 0- (Rupees Eighty Crore Only) on the face value (being 5000000shy(Rupees Fifty Lakhs only)) of each debenture
Qu art erly Co u po n Rat e of 55
The company shall be obliged to redeem the OCDs in four equal installment s starting from march 31 2014 over a period of 6 (six) financial quarters (the first such financial quarter ending on March 31 2014) such that the OCDs are completely redeemed on June 302015
(i) First sole amp exclusive charge by way of(a) equitable mortgage on the Mortgaged Security Property I and (b) equitable mortgage on the Mortgaged Security Property II
Mortgaged Security Property-I shall mean 23268 acres out of the larger property being the aggregate of 19218 acres (forming part of 25018 acres of land for which License is in place) and the 405 acres for which letter of intent is in place along with the proportionate floor space index and all present and future buildings and structures constructed thereon and all the rights title and interest of the Company and the concerned group housing project landowners over such property excluding 404 (four hundred and four) number of units constructedto be constructed over the aforesaid 19218 acres as more particularly detailed III the transaction documents
Mortgaged Security Property-II shall mean 696 acres out of the security property-II 1004 acres of acquired land in Sector 85 Gurgaon Haryana along with the proportionate floor space index and all present and future buildings and structures constructed thereon and all the rights title and interest of the Company and the concerned group housing project landowners over such property
(ii) first sole and exclusive charge on present and future basis by way of hypothecation on the relevant group housing _poject
-------------------------~----------~-----------------------------receivables from time to time and monies lying and credited into the escrow accounts at any point in time including any fIxed deposits created in accordance with the escrow account agreement out of such monies from time to time together with all and any interest accruing in respect thereof and
(iii) The issuance of personal guarantees by the Promoters in favour of IDBI guaranteeing the fulfIllment of the secured obligations
The NCD Series - I were fully redeemed on July 272013
2 Details of Unsecured Borrowings5
The unsecured loans of the Company outstanding as on March 31 2013 follows
(in ~)
Loan from Body Corporate Flair Exports Pvt Ltd Seh Realtors Pvt Ltd Citland Commercial and Credits Ltd Delhi Brass and Metal Works Pvt Ltd Span India Pvt Ltd Loan Directors Shareholders and their Relatives Amit Gupta-Loan Taken Vijay Gupta (Loan Taken) Amit Gupta (HUF) Green Bay Infrastructure Pvt Ltd Kusum Gupta Mamta Gupta Pooja Gupta Vijay Gupta(HUF)
5000000000 10000000000 16670000000 6670000000
11670000000
2850848000 7929999985
20000000 32146887100
2466000000 5625400000 3250000000
92100000
5 The figures are as per audited financial for the financial year ending March 31 2013
Page 300[60
3 Details of Bank Guarantee6
Bank Guarantee by the Company in respect of Orris Business Square - 95 Acres
ICICI Bank 1 Limited June 182010
Issued by ICICI Bank June 182010 and Valid till October 28 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 2 Bank Ltd Jan 03 2013
ICICI Bank 3 Limited February 232011
Director Town and Country Planning Chandigarh
Director Town and Country Planning Chandigarh Haryana State Pollution Control Board
62946450 October 282012
5938000 October 272014
3750000 February 222016
Bank Guarantee by the Company in respect of Carnation Residency Aster Court Aster Court premier amp Villas 33 -25018 Acres
Issued by ICICI Bank on September 232008 amendment dated September 102010 and valid till September 22 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 4 Bank Ltd September 222012
Issued by ICICI Bank on September 23 2008 amendment dated September 102010 and valid till September 22 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 5 Bank Ltd September 222012
Director Town and Country Planing Chandigarh 111524000
September 222014
Director Town and Country Planing Chandigarh
6 The figures are as per audited accounts for the financial year ending March 31 2013
Page 31 0[60
--
----- --- - shyIssued by ICICI Bank on December 16 2010 and expiry date is Dec 15 2015 but we close it Haryana with ICICI Bank and a State fresh guarantee was Pollution
ING Vysya issued by ING Vysya Control January 6 Bank Ltd bank on 23012013 Board 5000000 142016 Bank Guarantee by the Company in respect of Spring Homes middot10043 Acres
Director Town and Country
ING Vysya Planing September 7 Bank Ltd September 32012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 8 Bank Ltd September 3 2012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 9 Bank Ltd September 32012 Chandigarh 13112500 22016
Director Town and Country
ING Vysya Planing September 10 Bank Ltd September 32012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 11 Bank Ltd September 3 2012 Chandigarh 14752500 22016 Bank Guarantee by the Company in respect of Carnation Residency Aster Court Aster Court premier amp Villas 33 -405 Acres
Director Town and Country
ICICI Bank Planing August 71 12 Limited August 8 2011 Chandigarh 21632230 2015
Director Town and Country
ICICI Bank Planing August 7 13 Limited August 8 2011 Chandigarh
---shy5062~~t ~~015
6ltC [-I_i ~~-
I cel i Ieshy -
Note ~
10 Bank Guarantee of 35 Crore is issued by ING Vysya Bank 2 ING Vysya Bank has given counter guarantee against BG of 21632230
amp 5062500 issued for Aster Court Carnation Residency Aster Court Premier amp Villas 33 ING has given counter guarantee for 62946450 amp 3750000 issued for OB8
3 In OB8 all payment of EDC has been made so BG of 62946450 will be released which is already expired
4 Bank guarantee issued by ING Vysya bank is on 10 cash margin on fIxed deposit
5 Security offered against 35 Cr Bank guarantees issued by ING Vysya Bank is following
Orris HQ(J-I0S DLF Phase-II(Gurgaon)-Given as collateral security Janakpuri (C-3260 New Delhi)-Given as collateral security
4 Particulars of debt securities issued (i) for consideration other than cash whether in whole or in part (ii) at premium or discount or (iii) in pursuance of an option
The Company confIrms that save and except the following given below company has not issued any debt securities (i) for consideration other than cash whether in whole or in part (ii) at premium or discount or (iii) in pursuance of an option
bull NCD-I at discount
bull NCD-II at discount bull OCD in pursuance of an option
5 Servicing behavior on existing debt securities payment of due interest on due dates on term loans and debt securities
The Company hereby confIrms that
1 it has been servicing all its principal and interest on time and there has been no subsisting delay or default since its incorporation
Ii there is no subsisting default in repayment redemption of any of its borrowings nor has the Company affected any kind of roll over against any of its borrowings in the past
6 That the permissionconsent from the prior creditor for a second or pari passu charge being created in favor of the trustee to the proposed issue has been obtained
The existing mortgage over the Co~mercial Property s~all be ~leared~tT~l the Company and a no dues certifIcate shall be obtamed pnor ~~tMe -~0--o Deemed Date of Allotment Accordingly the Company hereby cott(rms 1
If) J -~ ~ 1( D gt~
Page 33 6 ~
that it does not require any consent permission to create security in relation to the Debentures as stipulated in this Information Memorandum Disclosure Document and the Security Documents
7 Any material eventdevelopment or change at time of issue or subsequent to the issue which may affect the issue or the Investors decision to invest continue to invest in the debt securities
Directors of the Company represent that there have been no material developments at the time of issue or subsequent to the issue which would materially and adversely affect or are likely to affect the business of the Company or the value of its assets or its ability to pay its liabilities
OTHER INFORMATION AND ISSUE PROCEDURE
The Debentures being offered as part of the Issue are subject to the provisions of the Act the Memorandum and Articles of Association of the Issuer the terms of this Information Memorandum Disclosure Document Application Form and other terms and conditions as may be incorporated in the Debenture Trust Deed and other Security Documents
Issue of Debentures in Dematerialised Form The Debentures will be issued in dematerialized form The necessary arrangements are being made with the Depositories for the issue of the Debentures in dematerialised form Investors will have to hold the Debentures in dematerialised form as per the provisions of Depositories Act 1996 The Company shall take necessary steps to credit the Debentures allotted to the depository account of the Investor
Trustee for the Debenture holder(s) The Issuer has appointed ILampFS Trust Company Limited to act as trustee for the Debenture holder(s) The Issuer and the Debenture Trustee intend to enter into the Debenture Trust Deed inter alia specifying the powers authorities and obligations of the Debenture Trustee and the Issuer The Debenture Trustee shall act based on the provisions of the Debenture Trust Deed The Debenture Trustee will at all times protect the interest of the Debenture holder(s) in accordance with the Debenture Trust Deed
Resignation and Removal of Debenture Trustee The Debenture Trustee and the Company declares that they shall not revoke the Trust hereby declared till the Debentures are redeemed in full The Debenture Trustee may at any time without assigning any reason and without being responsible for any loss or costs occasioned thereby resign as the Debenture Trustee provided that they shall continue to act as Debenture Trustee until a successor trustee is appointed by the Company The Debenture Trustee may also be removed by majority Debenture holders without assigning any reason as per Debenture Trust Deed
Sharing of Information The Issuer may with the written consent of the Debenture holder(s) exchange share or part with any financial or other information about the Debenture holder(s) available with the Issuer with its subsidiaries and affiliates and other banks financial institutions credit bureaus agencies statutory bodies as may be required
Debenture holder not a Shareholder Subject to the Debenture Trust Deed the Debenture holder(s) shall not be entitled to any right and privileges of shareholders other than those available
to them under the Act The Debentures shall not confer upon the Debentt5~r)(~IifI~
holders the right to receive notice(s) or to attend and to vote at any ge111- ~~ meeting(s) of the shareholders of the Issuer (5[ )~
r-)e i3 gt ~
Page 35 of 60--gt
Modification of Debentures or Information Memorandum Disclosure Document The Issuer may make modifications in the Information Memorandum Disclosure Document only upon receiving consent from the Debenture Trustee who in turn shall seek approval from majority Debenture holder(s)
Notices Any notice may be served by the Issuer upon the Debenture holders through post email fax or personal delivery addressed to such Debenture holder at his her registered address and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof All notice(s) to be given by the Debenture holder(s) shall be sent by post or email or fax or by hand delivery to the Issuer or to such persons at such address as may be notified by the Issuer from time to time through suitable communication and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof or at the expiry of the 3 rd day from the date such notice is dispatched whichever is earlier All correspondence regarding the Debentures should be marked Private Placement of Debentures
All notices from the Issuer shall be sent to the Debenture Trustee with copies to the Debenture Holders All notices to be sent by the Debenture Trustee to the Issuer andor the Promoters shall first be sent to the Debenture Holders for Debenture Holder Approval in terms of the Debenture Trust Deed The Debenture Trustee shall ensure and procure that any notice received by the Debenture Trustee from the Issuer andor the Promoters is shared by the Debenture Trustee with all the Debenture Holders of the Issuer within a period of 2 (two) Business Days from the date of receipt of such notice and in every event before the Debenture Trustee responds to such notice
Issue Procedure Only Eligible Investors as given hereunder may apply for the Debentures by completing the application form in the prescribed format as attached in Annexure 7 (Application Form) in BLOCK LETTERS in English as per the instructions contained therein The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the Application Form No application can be made for a fraction of a Debenture Application Forms should be duly completed in all respects and applications not completed in the said manner are liable to be rejected
The name of the applicants bank type of account and account number must be duly completed by the applicant This is required for the applicants own safety and these details will be printed on the refund orders and interest redemption payments c~~ F~~~gt
~ll ~~
~( ~ )~~Jy 11 ~
~ ~
Page 36 of60-~-~ ~
The Application Form must be accompanied by either demand draft(s) or cheque(s) drawn or made payable in favour of the Issuer or otherwise as may be set out in the Application Form and crossed Account Payee Only Cheque(s) or demand draft(s) may be drawn on any bank including a coshyoperative bank which is a member or a sub-member of the New Delhi Bankers Clearing House located If permitted the applicant may transfer payments required to be made in relation to any by electronic transfer of fundsRTGS to the bank account of the Issuer as per details mentioned in the Application Form
Application Procedure Eligible Investors will be invited to subscribe by way of the Application Form prescribed in the Information Memorandum Disclosure Document during the period between the Issue opening date and the Issue closing date (both dates inclusive)
Fictitious Application As a matter of abundant caution and although not applicable in the case of debentures attention of applicants is specially drawn to the provisions of sub-section (I) of Section 68A of the Act
Any person who (a) makes ina fictitious name an application to a company for acquiring or subscribing for any shares therein or (b) otherwise induces a company to allot or register any transfer of shares therein to him or any other person in a fictitious name shall be punishable with imprisonment for a term which may extend to five years
Basis ofAllotment The Investors will be required to remit the funds as well as submit the duly completed Application Form along with other necessary documents to Issuer by the Deemed Date of Allotment Deemed Date of Allotment for the Issue is 23-10-2013 by which date Investors would be intimated of allotment
Record Date The date falling seven days prior to the Due Date or if it happens to be a holiday then the immediately succeeding Business Day shall be the Record Date
Eligible Investors Only those Investors who have been addressed through a communication directly are eligible to apply No other Investor can apply All Investors are required to comply with the relevant regulationsguidelines applicable to them for investing in this issue of Debentures
Note Participation by potential Investors in the issue may be subject to statutory andor 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 ~egulatory requirements applicable t them inclu~i~~lctUi~ exchange controls and other requIrements Applicants ought to seek Independent l~~ -~lti and regulatory advice in relation to the laws applicable to them rtf ~t
Page 37 o~-) ~~
Application under Power of Attorney Original power of attorney or the relevant authority together with its certified true copy as the case may be along with the names and specimen signatures of all the authorized signatories and the tax exemption certificate document if any must be lodged at time of submission of the completed Application Form Further modifications additions in the power of attorney or authority should be notified to the Company at its registered office
Procedure for applying for Dematerialised Facility
I The applicant must have at least one beneficiary account with any of the Depository Participants of NSDLCDSL prior to making the application
2 The applicant must necessarily fill in the details (including the beneficiary account number and Depository Participants ID) appearing in the Application Form under the heading Details for Issue of Debentures in ElectronicDematerialised Form
3 Debentures allotted to an applicant will be credited directly to the applicants respective beneficiary account(s) with the Depository Participants
4 For subscribing to the Debentures names in the Application Form should be identical to those appearing in the account 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 in the Depository
5 Non-transferable allotment advicerefund orders will be directly sent to the applicant by the Registrar and Transfer Agent to the Issue
6 If incompleteincorrect details are given under the heading Details for Issue of Debentures in ElectronicDematerialised 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
7 For allotment of Debentures the address nomination details and other details of the applicant as registered with hisher DP shall be used for all correspondence with the applicant The applicant is therefore responsible for the correctness of hisher demographic details given in the Application Form vis-a-vis those with hisher Depository Participant In case the information is incorrect or insufficient the Issuer would not be liable for the losses if any
8 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 t- ~gti)L~-~(i ~page380~ ~
~nmiddotmiddotmiddotmiddot-middotmiddotmiddotmiddot ~lt---plusmn
Documents to be provided by Eligible Investors
Investors need to submit the following documentation as applicable
Memorandum and Articles of Association or other constitutional documents
Resolution power of attorney authorising investment
Specimen signatures of the authorised signatories duly certified by an appropriate authority
bull SEBI registration certificate (if applicable)
Copy ofPAN Card to be submitted
bull Application fonn (including RTGS details)
Mode of Payment All payments must be made through cheque(s)draft(s)transfersRTGS as set out in the Application Form
Depository Arrangements The Company has appointed Skyline Financial Services Private Limited as the Registrar and Transfer Agent for the present Issue and the Company shall make necessary depository arrangements with CDSL and NSDL for issue and holding of Debentures in dematerialised form
List of Beneficiaries The Issuer shall request the Depositories to provide a list of beneficiaries as at the end of the relevant Record Date This shall be the list which will be used for payments of interest or repayment of redemption monies or any other amounts payable on the Debentures as the case may be
Effect of Holidays Should any of the dates defined above or elsewhere in this Information Memorandum Disclosure Document (except the Deemed Date of Allotment) fallon a day other than a Business Day the immediately succeeding Business Day shall be considered as the effective date(s) In case Record Date book closure date falls on a day other than a Business Day the Business Day the succeeding day shall be the record date book closure date
Tax Deduction at Source Tax as applicable under the Income Tax Act 1961 or any other statutory modification or re-enactment thereof will be deducted at source on the interest payable on the Debentures Tax exemption certificatedocumentform under section 193 of the Income Tax Act 1961 if any must be lodged at th~ Registered Office of th~ Issuer at least fiftee~~~middot(iJ2~~ (15) days before the relevant mterest payment becommg due (~ 1
i t IJ W7i$0 ~---Page 39 of 6O____~ti-----
Letters of Allotment The Issuer shall issue a Letter of Allotment to each Debenture holder on the Deemed Date of Allotment The Debentures will be subsequently credited in dematerialised form within 2 (two) Business Days from the Deemed Date of Allotment
Deemed Date of Allotment All the benefits under the Debentures will accrue to the Debenture holders from the date of receipt of the application monies The actual allotment may take place on a date other than the Deemed Date of Allotment
Refunds For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within seven days from the Deemed Date of Allotment of the Debentures 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
Joint Holders Where two or more persons are holders of any Debenture(s) they shall deem to hold the same as joint tenants with benefits of survivorship
Mode of Transfer Debentures shall be transferred subject to and in accordance with the rules procedure as prescribed by the NSDL CDSL Depository participant of the transferor transferee and any other applicable laws and the rules notified in respect thereof 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 Transferor shall give delivery instructions containing details of the transferees DP account in his depository participant
Succession In the event of demise of Debenture holder the Company will recognize the executor or administrator of the deceased Debenture holder or the holder of succession certificate or other legal representative as having title to the Debentures The Company shall not be bound to recognize such executor administrator or holder of the succession certificate or other legal representatives as having title to the Debentures unless such executor or administrator obtains probate or letter of administration or such holder is the holder of succession certificate or other legal representation as the case may be from a competent Court in India having jurisdiction over the matter The Company may in their absolute discretion where it thinks fit dispense with production of probate or letter of administration or succession ~--~gt
l
certificate or other legal representation in order to recognize such holder ~1 ~)t)
Page 40 of6~ Vv pound ~o-middot~-
bull ~f V
being entitled to the Debentures standing in the name of deceased Debenture holder on production of sufficient documentary proof or indemnity
Nomination In the event of however a deceased Debenture holder(s) having nominated any person entitled to be registered as the Debenture holder in the event of his death such nominee shall be registered as the Debenture holder in place of the deceased Debenture holder
Page 41 of 60 shy
OTHER REGULATORY AND STATUTORY DISCLOSURES
Stock Exchange Disclaimer Clause It is to be distinctly understood that filing of this Information Memorandum Disclosure Document with the Stock Exchange should not is any way be deemed or construed that the same has been cleared or approved by the Stock exchange The Stock Exchange does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue has been made or for the correctness of the statements made or opinions expressed in this Information MemorandumDisclosure Document
Listing Disclaimer The Debentures are proposed to be listed on the Wholesale Debt Market segment of the BSE The Company shall comply with the requirements of the listing agreement to the extent applicable to it on a continuous basis and shall complete all formalities relating to listing of the Debentures
Companys Disclaimer Clause The Company certifies that the disclosures made in this Information MemorandumDisclosure Document are generally adequate and III
conformity with SEBI Regulations Further the Company accepts no responsibility for statements made otherwise than in the Information MemorandumDisclosure Document or Security Documents or any other material issued by or at the instance of the Company and anyone placing reliance on any source of information other than this Information Memorandum Disclosure Document and the Security Documents would be doing at their own risk and the Company will not be liable for such reliance
Issue of Debentures in Dematerialised Form The Debentures will be issued only in dematerialized form The Issuer has made arrangements with the Depositories for the issue of the Debentures in dematerialized form Investors will have to hold the Debentures in dematerialized form as per the provisions of Depositories Act 1996
Consents ILampFS Trust Company Limited has given its written consent for its appointment as debenture trustee to the Issue under Regulations 4(4) of the SEBI Regulations and inclusion of its name in the form and context in which it appears in this Information Memorandum Disclosure Document __
4ti)~ ~ A )ro)
C
Page 42 of60
ANNEXURE 1 SUMMARY TERM SHEET
--------------------------------------------------------------------------- shyIssuer Orris Infrastructure Private Limited
Instrument Secured Cumulative Redeemable Non-Convertible Debentures
Total number of 200 NCDs Face Value ~ 10000000- (Rupees One Crore only) per Debenture
Issue Size ~ 2000000000- (Rupees Two Hundred Crores only)
Issue Price At its face value ie ~ 10000000- (Rupees One Crore only) per Debenture
Mode of Private Placement Placement Object of the The proceeds from the issue shall be utilized for the general Issue corporate purposes of the Company
Form of listed Dematerialised issuance Deemed Date of 23-10-2013 or any other date as decided by the Issuer Allotment
Tenor 48 (forty eight) months from the Deemed Date of Allotment
Redemption After expiry of the Moratorium Period the Issuer shall redeem the Debentures in equal monthly installments over a period of 33 (thirty three) months on each Due Date subject to premature redemption as permitted under the Debenture Trust Deed
Moratorium Period of 15 (Fifteen) months from the Deemed Date of Allotment Period Interest Rate Interest will be payable at the interest rate of 20 (Twenty percent)
per annum payable monthly on the Outstanding Amounts as per the Payment Schedule (refer Annexure 2 to this Information Memorandum Disclosure Document)
The first installment for interest payment shall also include an additional amount equivalent to 125 (one point two five percent) of the issue size (excluding any applicable taxes) to the Debenture holders in proportion to the Debentures held by them
Market Lot One (1) Debenture
Minimum Application
Early Repayment
Escrow Mechanism
------shy
Subject to the conditions specified in the Debenture Trust Deed (Premature Redemption) the Issuer shall have a onetime option to prematurely redeem in a single tranche and not exceeding 25 (twenty five) of the outstanding Debenture Principal Amount at any time after expiry of the 24 (twenty four) months from the Deemed Date of Allotment till the expiry of 30 (Thirty) months of the Deemed Date of Allotment (Premature Redemption Period) The Premature Redemption shall be exercised in a single tranche and shall be subject to fulfillment of each of the following conditions that the Company prematurely redeems Debentures equivalent to an amount in the multiples of ~ 50000000- (Rupees Five Crores Only) with the minimum amount being ~ 150000000- (Rupees Fifteen Crores Only) for redemption in excess of the amounts permitted for Premature Redemption as specified above the Issuer shall pay a premature redemption premium of 2 (two percent) on the amount being redeemed and paid by the Issuer plus applicable service tax or other statutory levy if any subject to deduction of income tax at the rate prescribed under the Income Tax Act 1961 (Premature Redemption Premium) subject to the Escrow Mechanism below the Issuer shall have the option to prematurely redeem the Debentures after the expiry of the Premature Redemption Period without paying any Premature Redemption Premium provided such amounts are in accordance with sub-clause (a) above and any redemption of Debentures by the Issuer in accordance with this Deed shall be proportionate redemption of all the Debentures together through reduction in face value of each Debenture Further the redemption of the Debentures may be carried out in accordance with the Escrow Mechanism mentioned below
All receivables from the Project will be deposited by the Company in an Escrow Account All monies deposited in the Escrow Account shall be utilized in following order Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal with respect to the Debentures Only upon satisfaction of the requirement of (1) and (2) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account towards withdrawal of upto ~ 900000000 (Rupees Ninety Crores only) by the Company After withdrawal of ~ 900000000 (Rupees Ninety Crores only) by the Company
Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal witl]_x~secttyct to
-_8f~~the Debentures (f~X-~~~
~ ) Page 44 amp1 ~____~i
--------------------------------------- -- -------------
Debt Service Reserve Account (DSRA)
Put Option
Issue open on
Issue closed on
Basis for Interest calculation
Listing
Depository
Credit Rating
Security
Only upon satisfaction of the requirement of (a) and (b) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account 60 (Sixty percent) of any further monies in the Escrow Account shall be used to accelerate the redemption of the Debentures and the remaining 40 shall be withdrawn by the Company
Shall mean an amount being not less than ~ 60000000 (Rupees Six Crores only) to be maintained by the Company in the Escrow Account at all times
In the event of a default as defined iIi the Debenture Trust Deed the Debenture Trustee (on instructions from the Debenture holders) can exercise a put option on the Promoters to buy back the entire outstanding Debentures
04-10-2013 or any other date as decided by the Issuer
23-10-2013 or any other date as decided by the Issuer
Interest payable on the Debentures shall accrue on a day to day basis and shall be computed on the basis of 365 (Three Hundred Sixty Five) days divided equally for each of the twelve calendar months
At the WDM segment of the BSE
NSDL and CDSL
ICRA B+ by ICRA Limited
The Debentures together with any interest accrued thereon and outstanding amounts Debenture Trustees remuneration and all costs charges expenses and all other monies due in respect of the Debentures shall be secured by
First and exclusive charge on all Project Receivables through the Deed of Hypothecation together with the Escrow Agreement and such charge will be superior to any other claims on the Project Receivables First and exclusive charge on all amounts lying to the credit of the Escrow Account under the Deed of Hypothecation First and exclusive charge by way of equitable mortgage on the Commercial Property (Mortgaged Property) through execution of a registered Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property in favour of the Debenture Trustee together with a declaration cum undertaking from CDPL declaring the creation of mortgage by deposit of titly-~Si~6d~~ the
I-SI ~~
Page 4~60
----------------------------------------------------------------------------------Commercial Property in terms of the memorandum of entry Equitable mortgage and exclusive charge over FSI equivalent to 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of the Commercial Project together with all the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
Exclusive charge over all the rights title interest benefits claims demands of any nature whatsoever of the Company under andor in respect of the CDPL Collaboration Agreements for development and construction of the Commercial Colony and the entire FSI in the Commercial Project along with proportionate undivided interest in the underlying land and without limitation the following the right to compel performance thereunder and to substitute or be substituted for the Company thereunder and to substitute and be substituted thereunder for the Company thereunder and to commence and conduct either in the name of the Company or in its own name or otherwise any proceedings against any person in respect of any breach of the CDPL Collaboration Agreements and all claims of the Company including in any proceedings against all or any such persons to any amounts owing to or received by the Company thereunder and the rights and benefits of all Approvals to the extent capable of assignment together with the right to further assign any of the CDPL Collaboration Agreements and such Approvals to any Person Pledge of shares representing the entire issued and paid up share capital of CDPL under the Deed of Pledge Personal Guarantee of Sh Vijay Gupta Sh Amit Gupta and Smt Kusum Gupta and Cheques
Security Creation The Security shall be created in the favour of the Debenture Trustee on or before the Deemed Date of Allotment
Representation The representations and warranties of the Company will be set out and Warranties in the Debenture Trust Deed
Event ofDefault All events of default as set out in the Debenture Trust Deed
Upon occurrence of such event of default Debenture Trustee shall (on instruction from the Debenture holders) issue a written notice of default to the Company and grant to the Company a cure period in accordance with the terms of Security Documents
The consequences of an event of default shall be governed_lgtY the provisions in the Security Documents and shall inclu9~~ayfu~i1t of
default interest and enforcement of the Security in the manner specified In the Security Documents including appointment of nominee director(s)
Default Interest An additional interest of 4 pa (four percent per annum) over and Rate above the Interest Rate (as defined hereinafter) (viz the default
interest rate shall be 24 (twenty four percent) payable in relation to the Debentures and the Outstanding Amounts payable In accordance with Security Documents
Registrar and Skyline Financial Services Private Limited Transfer Agent
Compliance All provisions clauses regulations specified by GOISEBIRoCBSE with respect to issue and listing of Redeemable and Secured Non-Convertible Debentures shall be complied with by the Company
Assignment Each Investor may transfer or dispose a part or the whole of its Transferability Debentures without the Companys consent
Governing Law The governing law will be the laws of India and the parties submit to and Jurisdiction the exclusive jurisdiction of the courts in Delhi
~-~---~-~
u c tL ~If) -~~-J bull (
Page 47 of60
ANNEXURE 2 PAYMENT SCHEDULE
Due date
Month 0
Last Day ofMonth 1
Last Day ofMonth 2
Last Day ofMonth 3
Last Day ofMonth 4
Last Day ofMonth 5
Last Day ofMonth 6
Last Day of Month 7
Last Day ofMonth 8
Last Day of Month 9
Last Day of Month 10
Last Day of Month 11
Last Day of Month 12
Last Day of Month 13
Last Day of Month 14
Last Day ofMonth 15
Last Day of Month 16
Last Day of Month 17
Last Day of Month 18
Last Day ofMonth 19
Last Day ofMonth 20
Last Day of Month 21
Last Day of Month 22
Last Day ofMonth 23
Last Day of Month 24
Last Day ofMonth 25
Last Day of Month 26
Last Day ofMonth 27
Outstandino D b t b
e en nre1 su )scrIptlOn amount
I dat mont I en
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
1939393939
1878787879
1818181818
1757575758
1696969697
1636363636
1575757576
1515151515
1454545455
1393939394
1333333333
1272727273
I nterest
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
32323232
31313131
30303030
29292929
28282828
27272727
26262626
25252525
24242424
23232323
22222222
Debenture Payment to I t D b tSll )SCrIP Ion e en nre
t H Idamoun 0 ers
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
60606061 93939394
60606061 92929293
60606061 91919192
60606061 90909091
60606061 89898990
60606061 88888889
60606061 87878788
60606061 86868687
60606061 85858586
60606061 84848485
60606061 83838384
60606061 8~~3 j()gt t~( S( )Page48~60
-
Due date su
Last Day of Month 28
Last Day of Month 29
Last Day of Month 30
Last Day of Month 31
Last Day ofMonth 32
Last Day of Month 33
Last Day of Month 34
Last Day of Month 35
Last Day of Month 36
Last Day of Month 37
Last Day of Month 38
Last Day of Month 39
Last Day of Month 40
Last Day of Month 41
Last Day of Month 42
Last Day of Month 43
Last Day of Month 44
Last Day ofMonth 45
Last Day of Month 46
Last Day of Month 47
Last Day of Tenor
Outstandino D b t b
b ~ t~n ure t SCrIp Ion amoun
t th da mon en
1212121212
1151515152
1090909091
1030303030
969696970
909090909
848484848
787878788
727272727
666666667
606060606
545454545
484848485
424242424
363636364
303030303
242424242
181818182
121212121
60606061
Debentme Payment to Interest subscription
t amoun Debenture
H ld0 ers
21212121 60606061 81818182
20202020 60606061 80808081
19191919 60606061 79797980
18181818 60606061 78787879
17171717 60606061 77777778
16161616 60606061 76767677
15151515 60606061 75757576
14141414 60606061 74747475
13131313 60606061 73737374
12121212 60606061 72727273
11111111 60606061 71717172
10101010 60606061 70707071
9090909 60606061 69696970
8080808 60606061 68686869
7070707 60606061 67676768
6060606 60606061 66666667
5050505 60606061 65656566
4040404 60606061 64646465
3030303 60606061 63636364
2020202 60606061 62626263
1010101 60606061 61616162
The interest payment on the first Due Date shall vary depending on the date onwh~h the
application monies for Debentures arc received til 1~~1
1bull kAij~ lt laquo~~gt ~
-
--
Page 49 of60
ANNEXURE 3
UNDERTAKING BY THE COMPANY
The Company undertakes that bull In the event the Debentures are issued in physical form the Company
shall use a common form of transfer
bull It will provide on a half yearly basis a compliance certificate duly certified by the Debenture Trustee to the Debenture holders in respect of compliance with the terms and conditions of Issue as contained in this Information Memorandum Disclosure Document and
bull Every credit rating obtained shall be periodically reviewed by the Credit Rating Agency and any revision in the rating shall be promptly disclosed by the Company to the Stock Exchange Any change in rating shall be promptly disseminated to Debenture holders and prospective Investors in such manner as the BSE may determine from time to time All information and reports on the Debentures including compliance reports filed by the Company and the Debenture Trustee shall be disseminated to the Debenture holders and the general public by placing them on the website of the Company and shall through the Debenture Trust Deed request the Debenture Trustee to place the same on its website
bull The above Information Memorandum Disclosure Document IS
compliant with all disclosures required to be made for listing of senior non-convertible debentures on a private placement basis on a recognized stock exchange as specified in Schedule I under Regulation 21 of the Securities and Exchange Board of India (Issuing and Listing of Debt Securities) Regulations 2008
laquo~~(~I0~~ For o~InCr ~cture Private Limited
~~WIVijay~
(Chairman)
Page 50 of60
ANNEXURE 4
CREDIT RATING LETTER FROM ICRA LIMITED
Ie R A Limited
Ref DRAT2013-140-362
Mr Sanjay Aggarwal VP - Accounts amp raxation Orris Infrastructure Private Limited J-105 DLF Phase -II MG Road Gurgaon - 122002 Haryana
May 21 2013
Dear Sir
Rc ICRA-assigned Credit Rating for Rs 200 crore NCD Programmc of Orris Infrastructurc l)rivate Limited (instrument details in Annexure)
Please refer to your Rating Requisition dated May 112013 and the subsequent Rating Agreement of May 162013 for carrying out the rating of the aforesaid Bond Programme The Rating Committee
of ICRA after due consideration has assigned a [ICRAIB+ (pronounced as ICM B plus) rating
to the captioned Bond Programme
We would appreciate if you can sign on the duplicate copy of this letter and send it to us within 7
days from the date of this letter as confirmation about the use of the assigned rating The rationale
for assigning the above rating will be sent to you on receipt of your confirmation about the use of our rating as above Any intimation by you about the above rating to any BankerLending
AgencyGovernment AuthoritiesStock Exchange would constitute use of this rating by you
This rating is specific to the terms and conditions of the proposed issue as was indicated to us by you
and any change In the tenns or size of the issue would require the rating to be reviewed by us If
there is any change in the terms and conditions or size of the instrument rated as above the same must be brought to our notice before the issue of the instrument If there is nny such change after the
rating is assigned by us and confirmed to use by you it would be subject to our review and may result in change in the rating assigned
ICRA reserves the right to suspend withdraw or revise the above at any (ime on the basis of new information 01 unav~ilability of information or such other circumstances which ICRA believes may
have an impact on the rating assigned to you
The rating as aforesaid howeVer should not be treated as a recommendation to buy sell or hold the
bonds to be issued by you If the instrument rated as above is not issued by you within a period of 3
BuUding No 5 2 Floor TeL + 91 - 124 - 4545300 wOiosite wwwicraJn Tower A DLF cyber City Fax + 91 - 124 - 4050424 email infoicralndiacom Phase ll Gurgaon 122002
Regd Office 1105 Kailash Building 11 Floor 26 Kastuma Gandhi Marg NeW Delhi - 110001
RATING RES EAR eli INFORMATION
months from the date of this letter communicating the rating the same would stand withdrawn unless
revalidated before the expiry of 3 months
You arc required to forthwith inform us about any default or delay in repayment of intcrest or
principal amount of the instrument mtcd as above or any other debt instruments borrowing Y nu are also required to keep llS forthwith informed of any other devclopments which may have a direct
or indirect impact on the debt servicing capability of the company including any proposal for reshy
schedulement or postponement of the repayment programmes oCthe dues debts of the company with
any lendcr(s) investor(s)
You are required to inform us immediately as and when the borrowing limit for the instrument rated
as above or as prescribed by the regulatory authority (ies) is exceeded
We thank you for your kind cooperation extended during the course of the rating exercise Should
you require any clarification please do not hesitate to get in touch with us
With kind regards
Yours sincerely
for IeRA Limited
-- Iobit Inamdar S (Senior Vice President) (Analyst)
Page 52 of60
Annexure
Details of the bank limits rated by leRA (Rated on long term seale)
Page 53 of60
I eRA limited AIIA~fIiI ofMoltldyIInvllllttmI ~
Ref DRATfl013middot140middot3611
Date August 222013
MI Sanjay AggarwaJ VP - Accounts amp Taxation Orris Infrastructure Private Limited JmiddotIO5 DLF Phasemiddotll MG Road Gurgaonmiddot J22002 Haryana
Dear Sir
Re leRA ruting for Rs 2000 crote NCD Progrumme of Orris Infrastructure Private Umlted
This is with reference to your letter dated August 9 2013 for re-validating your rating for the Rs 200 erore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Boods programme ofyour company and last communicated to you vide QuI letter dated May 212013 stands The other terms and conditions for the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DlRAT12013middot 1410-362 dated May 2013 stands
With kind regards For lCRA Limited
(Senior Vice President)
T~middot + 91middot 124 bull ~ website VWW bulliCfSio fw + 91 124 -~ email info~middoticralndiagtcom
Page 54 of60
Ie R A Lim
Ref DfRAT2013-14O-364
Date October 03 2013
Mr Sanjay Aggarwal VP - Accounts amp Taxation Orris Infrastructure Private Limited J-105 DLF Phasemiddotmiddotll MG Road Gurgaon - 122002 Haryana
Dear Sir
Re ICRA rating for Rs 2000 crOTe NCD Programme of Orris Infrastructure Private Limited
This is with reference to your letter dated September 03 2013 for re-validating your rating for the Rs 200 crore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Bonds programrne of your company and last conununicated to you vide our letter dated August 22 2013 stands The other terrns and conditions fur the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DRATI2QI3middot 14()362 dated May WI3 stands
With kind regards For [eRA Limited
Vi (Senior Vice President)
Buildlng No 2 Iloot Tel + 81 124 - 4545300 websf1e WWWJCf8D
Tower A Cyber Oily Fax + 91 124 bull 4000424 ilImaH lnfoicralfldliLcof1
Phase II Gurgaonmiddot 1~
Regd Offictl noo iltailash Building i 1 Floor 26 KDtwoo Qandhi Marg New Delhi bull 110001
RATING RES EAR C H INfORMATION
Page 55 of60
ANNEXURE 5
CONSENT LETTER FROM DEBENTURE TRUSTEE
Ref No 1750 ITCL JUtmiddots I ru~1 Company Limilt~d
September 30 2013
Orris Infrastructure Private limited (Company) Jmiddot105 OLF PhaSe - 11 MG Road Gurgaon 122002
Kind Attention Mr Vljay Gupta Director
Sub listed Secured Redeemable Non Convertible Debentures (NCDs) aggregating to Rs 200 crs proposed to be issued by the Company on private placement basis
Dear Sirs
This is with reference to our discussion regarding appointment of ILampFS Trust Company limited (ITCL) as Debenture Trustee for the proposedlssue of listed Secured Redeemable NCDsof Rs 1 crore each aggregating to Rs 200 crs to ~ issued by the Company on private placement basis In this regard VIle do hereby give out consent to act as the Debenture Trustee subject to the Company agreeing to the following conditions
1 The Company agrees and undertakes to create the securities over such terms and conditions as detai~d in the signed Information Memorandum as submitted to us and execute the Debenture Trust Deed and other necessary security documents as required
2 The Company agrees amp undertakes to pay Debenture Trustees so long as they hold the office of the De~nture Trustee remuneration as stated in appointment letter dated July 30 2013 for the services as Debenture Trustee in addition to all legal travelling and other costS charges and expenses which the Debenture Trustee or their officers employees or agents rnayiocur in relation to execution of the Debenture Trust Deed and all other documents affecting the Security till the monies in respect of the Debentures have been fully paid-off and the requisite formalities for satisfaction of charge in aU respects have been complied with
3 The Company agrees ft undertakes to comply with the provisions of SEal (Debenture Trustees) Reguliltions 1993 SE61 (Issue and Listing of Debt Securitles) Regulations 2008 SEBICircutar No$EaIIlMOOfgtl1Sondl2oo911 105 dated 11052009 on Simplified Listing Agreement for Debt Securities read with the SEBl Circular No SEBIIIMDDOF-1 tBONDlClr-5120o9 dated the 16th November 2009 the Companies Act 19l)6 ilnd other applicable proviSions I circulars guidelines etc as applicable and amended from time to time and agrees to furnish to Trustees such information in terms of the same on regular basis
Sincerely For ILftFS Trust Company lilDi~d
lL__~~ ~ ~ ~~~ --- ~
Authorized Signatory
lUfFS Finru1 Centre PloINo C 22 G Block 5th Floor Bjr Kurio Complex Bandra (Eastl Mumbamiddotmiddot 40(K)SI INDIA
Bangalor( Office ILEtFSTru1 (ompally Ltdbull ALmiddotLalheef 151 Floor No 2Unioll Slreet Offlnanlry Raad Banglore 5hlX)OI INDIA
New Delhi Offire ILftFSTrusl (ompY tId Amiddot26a lsI Ploor Bhishm Pithamah Marg DefencfCoony New Delhi - 110024 INDIA
Kolkala Offilaquo ILftfSTrusl Company Ltd ILIIFS Constantia lnlflPor n Dr11 lIt Bramachari Street Kolkata bull 700017 INDIA
Page 56 of60
ANNEXURE 6
CONSENT LETTER FROM REGISTRAR AND TRANSFER AGENT i
Skyline Financial Serrr)ices Pvt Ltd SEBI REGISTERED CATEGORY1 REGk)IRARS ampSHARE TRANSfRAtgtENT D153A Ht Floor () nol Area Ph bullbullbullI New Dolhmiddot llO 020 1 9 middot1126812682 2S612~83 EmiddotmaI nOlltyhOaccrn tte-oSi$ wwwSiltyllnfHla_all1
August 29 2013
MrVlneel Kumar Gupta
Sr Manaler Secretarial
Orris InfraSlrucllJre Private Limited
Orris la M G Road
Gurgaoo - 1iG 002 (Hr)
Sub Consent to aet as Registrar to Issue and TfBllSfer Agent
DearSJr
Thls1s in reference 10 YOllr email datild AugJS1 29 2013 We hereby give our consent to act as 21
Registrar to IsSue and Transfer Agent for your propOSed issue of 1O - conveo1ibledebentures Of Rs
20000 Crore (jl1d our name IS Registrar to i$sueandShare Transfer agent may please be included in
Thanking you Y()ursfailhfufy
Vice- President
Page 57 0[60
--
-------
ANNEXURE 7
APPLICA TION FORM
ORRIS INFRASTRUCTURE PRIVATE LIMITED Registered Office RZ-D-5 Mahavir Enclave New Delhi 110045
Corporate Office 1-105 DLF Phase II Mehrauli Gurgaon Gurgaon -122002
Application No ___ Date
Dear Sirs
VWe have read and understood the terms and conditions of issue by Orris Infrastructure Private Limited of senior secured cumulative redeemable Non-Convertible Debentures of face value ~ 10000000 (Rupees One Crores only) having a coupon rate of 20 pa on a private placement basis on the face value aggregating to ~ 2000000000- (Rupees Two Hundred Crores only) (Debenture) contained in the Information Memorandum Disclosure Document dated __2013 VWe bind ourselves to the terms and conditions as contained in the Information Memorandum Disclosure Document and wish to apply for allotment of these Debentures The amount payable on application as shown below is remitted herewith On allotment please place myour name(s) on the Register of Debenture holder(s)
(Please read carefully the instructions on the next page before filling this form)
No of Debentures applied No in figures No in words for
Amount (~)
Detal s I 0 f payment ChequesDemand Date Drawn on Bank DraftlRTGS Details
Applicants Name amp Address in full (please use capital letters)
Pin Code Telephone I Fax Email
I Status Bankin~ Company ( ) Insurance Company ( ) Other ( ) (specify in case of others) Name of Authorized Signatory Designation Signatures Signatoty
Details of Bank Account Bank Name amp Branch Nature ofAccount Account No IFSCINEFT Code middot)---~1
-- --
Depository Details
I1We the undersigned want to hold the Debentures of the Company in the dematerialised fonn Details of myour Beneficiary Account are given below
Depository Participant Name - shy
DPID
Beneficiary Account Number shy
Name of the Applicant
() II We understand that in case of allotment of Debentures to my lour Beneficiary Account as mentioned above would be credited to the extent of Debentures allotted
Taxpayers PAN I GIR No IT CircleIW ardlDistrict ( ) Not Allotted
Tax Deduction Status () Fully ( ) Tax to be ()Yes ONo Exempt deducted at
Source
I1We hereby understand that the Company has not provided and will not provide any material or other infonnation regarding the Debentures except as included in the Infonnation Memorandum Disclosure Document
Signature of the Applicant _________________(Tear here)__________
ACKNOWLEDGEMENT SLIP
Application No Date -- shyReceived From
1shy----------------------~
By ChequelDemand DraftlRTGS No
drawn on towards application for ______ Debentures (Chequesl Demand Drafts are subject to realisation)
For Orris Infrastructure Pvt Ltd
For all further correspondence please contact INFRASTRUCTURE PRIVATE LIMITED Tel +91 124-4979200
Page 59 of60
10
INSTRUCTIONS
You must complete application in full in BLOCK LETTERS IN ENGLISH
2 Your Signatures should be made in English or in any of the Indian languages
3 Application forms duly completed in all respects together with high value Cheques Pay Order Demand Drafts must be lodged at the Orris Infrastructure Private Limited Corporate Office (as provided above)
4 Payments through RTGS shall be made as follows
Beneficiary Account name Orris Infrastructure Private Limited IFSC Code UTIB0000056 Bank Account No 056010200015303 Bank Axis Bank Ltd Branch Sec-14 Gurgaon
5 The Cheque(s)Demand Draft(s) of high value clearing zone should be drawn in favour of ORRIS INFRASTRUCTURE PVT LIMITED and crossed Ale payee only Cheque(s)Demand draft(s) may be drawn on any scheduled bank and payable at Delhi
6 Mr Vineet Gupta as authorised representative of the Company will issue the Acknowledgement Slip (appearing below the Application Form) as acknowledgement of receipt of applications No separate receipt will be issued
7 You should mention your Permanent Account Number or the GIR number allotted under Income- Tax Act 1961 and the Income-Tax CirclelWardlDistrict In case where neither the PAN nor GIR number has been allotted the fact of non-allotment should be mentioned in the application form in the space provided
8 The application would be accepted as per the terms of the issue outlined in the Information Memorandum Disclosure DOC~fii
r1- -~0 gt tl~~ ~gt
j )j~ (~~ ~O
~ shy
Page 60 of60
6 Credit Rating Agency
ICRA Limited 1105 Kailash Building 11th Floor 26 Kasturba Gandhi Marg New Delhi 110001 Phone +91 11 2335794050 Fax +91 11 23357014 Email infoltq)icraindiacom
7 Details of Board of Directors
The following table sets forth details regarding the Companys Board of Directors as on the date of this Information Memorandum Disclosure Document
3260 Janakpuri New Delhi Managing Director 110058
Amit Gupta Joint- Managing Director C-3260 Janakpuri New Delhi 110058
None of the above Directors appear in the RBI defaulter list
Profile of Directors
Mr Vijay Gupta - Chairman and Managing Director Mr Gupta aged 55 years commerce graduate from Delhi University is a real estate veteran He has over 22 years of experience in handling Sale Leasing and management of land office buildings shopping centers residential and income generating properties and is a well-known name among known and building developers in the Northern India Mr Gupta has acted as Land consolidator and sold big land holdings to Builders and developers like D LF Vatika Sun City and several others in NCR region Mr Gupta has great credibility in the market for timely payment transparency and fair transaction
Mr Gupta has pioneered in providing real estate solutions to new age corporate and the IT Industry He has intricate knowledge and clear vision of the real estate sector He has helped in creating landmark structures in reflecting new standard of excellence in the real estate industry
Mr Vijay Gupta has negotiated and guided the company to enter into a very prestigious collaboration deal with DLF - the leading number one brand in development of real estate in India to develop 49288 acres of commercial land in the NCR region The company will get a great mileage from this agreement as besides the developed area the property will be Co-Branded as DLF ORRIS DLF has agreed to co brand the development due to this location advantage and future Prospects olt0Jcfl~
q~dj
~~~e 14 of 60 -_
ImiddotJIiIMJff tlmiddotiAIIfiiJilIIfIii Mi rug ~IY_ ~icent
Mr Amit Gupta - Joint Managing Director Mr Amit Gupta son of Mr Vijay Gupta aged 32 years is young talented and has great business sense He has coordinated and developed several real estate projects in Gurgaon and adjoining areas Mr Amit Gupta has negotiated several land deals to the benefit of the company and is an expert in such deals
He is working out the details with architect to start the proposed housing project in the next couple of months He is in advance stage of negotiation for several other projects of the group
Mr Amit Gupta has a vision to make ORRIS a name to reckon with by providing real estate solutions to all and set bench mark constantly for itself and evolve a strategy of transparency and credibility
ISSUER PROFILE
1 Brief summary of Business Strength and Strategy Named after an extraordinary flower known for its fragrance Orris believes in leaving an everlasting fragrance in the minds of its customers stakeholders and society at large Orris is driven by passion and qUality At Orris we strive for perfection Our services range from real estate to energy from hospitality to education golf and much more Corporate social responsibility is embedded in our DNA Our journey is guided by a strong vision unshakable foundation and driven by quality and excellence service focused towards serving and offering our customers more than they expect Mr Vijay Gupta began his journey when he laid the foundation for Orris in 2008 His dream to usher India into a new era prompted him to found Orris From being a land consolidator and financier to starting his own real estate division he has come a long way scripting successes on his way Owing to his spectacular endeavors the company has been honored by the industry with the award prestigious Emerging Residential Infrastructure Company of Year 2010
Orris has had a great spell in the last three years Foundations for some of the ambitious projects were laid and a few have reached their finishing stage Apart from its foray into real estate Orris has made inroads into energy hospitality golf and education
At Orris we want to leave you with an everlasting experience Because you deserve the best Discover a fresh lease of quality life with Orris whether it is Real Estate Energy Hospitality Golf or Education We are passionate committed and driven
2 Main objects of the Company The main objects of the Company contained in its MOA are
bull To undertake and carry on the business of construction purchase sell and develop any type of property whether residential commercial industrial rural or urban whether belong to the company or any other person To develop erect and construct commercial properties buildings houses shopping centers and to carry out civil and construction work of every description and to improve repair renovate transfer charge assign let out hire sublet or sublease all type of lands plots buildings offices flats warehouses godown shops building banquet halls tenements and immovable properties whether freehold or lease hold of any nature and description
bull To carry on the business as owners builders developers promoters proprietors civil contractors of industrial commercial and residential properties colonies mills workshop buildings cinema houses and to deal in all kinds of immovable properties whether belonging to the company or not
bull To act as agent for purchasing selling and letting on hire land agricultural land and houses multi-stored commercial or residential building on commission basis To acquire land for the construction of multistoried buildings and to license the flats therein on suitable terms and conditions
bull To carry on the business of contractors dealers commission agents brokers consultants representatives and middlemen of properties To act as advisors andor consultants on all matters relating to the construction business town planning landscape architecture structural engineers and to prepare complete scheme drawings plans and estimates and to provide technical know-how in India or abroad
3 A brief history of the Company since inception
Incorporation details The Company was incorporated on July 26 2006 as a private limited company vide Certificate of Incorporation issued by Registrar of Companies of National Capital Territory of Delhi amp Haryana bearing Corporate Identity Number U70 109DL2006PTC 151295
Authorized 50000000 Equity shares of ~ 10- each 500000000shyIssued Subscribed amp Paid Up 29790000 Equity shares of ~ 10- each
flleT HMMUCiiWAJMWPiiliMNiI JI-
Date of Increase Incorporation
September 52007
December 1 2007
July 25 2012
Alteration The authorized share capital of the Company at the time of incorporation was ~ 500000- (Rupees five lakhs only) divided into 50000 (fifty thousand) equity shares of~ 10- (Rupees ten only) each
The authorized share capital of the Company was increased from ~ 500000 - (Rupees five lakhs only) to ~ 10000000- (Rupees one crore only) divided into 1000000 (Ten Lakh) equity shares of ~ 10- (Rupees ten only) each
The authorized share capital of the Company was increased from ~ 10000000- (Rupees one Crores only) to ~ 100000000 - (Rupees ten crore only) divided into 10000000 (one crore) equity shares of ~ 10- (Rupees ten only) each
The authorized share capital of the Company was increased from ~ 100000000- (Rupees Ten Crores Only) divided into 10000000 equity shares of ~ 10- (Rupees Ten Only) each to ~ 500000000shy(Rupees Fifty Crores Only) divided into 50000000 equity shares of~ 10- (Rupees Ten Only)
Date of Allotment
July 26 2006
October 222007
January 9 2008
March 21 2009
June 26 2012
August 82012
March 16 2013
No of Shares and Face Value
10000 Shares of ~ 10 each
500000 Shares of ~ 10 each
800000 Shares of ~ 10 each
2000000 Shares of~ 10 each
1655000 Shares of~ 10 each
19860000 Shares of ~ 10 each
4965000 Shares of~ 10 each
Amount per
share 10
10
10
10
10
10
10
Capital (~)
100000shy
5000000shy
8000000shy
20000000shy
16550000shy
198600000shy
ubullbull _bullbullbull ~-~_______~__________________
Sr Name of No the
Shareholder
Vijay Gupta1
Amit Gupta2
Sumit 3 Gupta
Kusum 4 Gupta
Mamta 5 Gupta
Pooja Gupta6
Ms Vijay 7 Gupta (HUF)
Ms Amit 8 Gupta (HUF)
Ms Sumit 9 Gupta (HUF)
Address
C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058
C-3260 Janakpuri New Delhi 110058
C-3260JanakpuriNew Delhi 110058
C-3260 Janakpuri New Delhi 110058
2681100
2681100
2085300
2383200
2383200
2383200
5064300
5064300
5064300 10
No of Amount Type shares per of
Share Shares
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
Equity
4 Debt-equity ratio prior to and after issue of Debentures
(Amounts in~)
Debt 2652702404 4652702404 Equity 368205693 368205693 Debt-Equity Ratio 720 1264
1 The figures are as per provisional accounts for the [mancial period ending September 272013 The figures are as per provisional accounts for the financial period ending 27th September 2013 3114--bull
includes debenture issued 200 secured redeemable Non-Convertible Debenture of 2000000qQ9t~~(9~
(Rupees Two Hundred Crores only) to be raised through present Issue of Debentures f - ~ ~_ (5 ~I
Page 1~ ~~~~j ~~~-j5-~
2
FINANCIAL HIGHLIGHTS OF THE COMPANY 3
Provided below are highlights from March 31 2013 and March 312012
-
PARTICULARS
Shareholders Funds Share Capital Reserves and Surplus Non-Current Liabilities Long-Term Borrowings Other Long Term Liabilities Long Term Provisions Current Liabilities Short-Term Borrowings Trade Payables Other Current Liabilities Short-Term Provisions TOTAL Non-Current Assets Fixed assets (i) Tangible assets (ii) Intangible assets (iii) Capital work-in-progress
Non-current investments Deferred Tax Assets (Net) Long term loans and advances Current assets Inventories Trade Receivables Cash and Cash Equivalents Short-Term Loans and Advances TOTAL
Profit amp Loss Statement Income From Operations Expenditure Profit Before Tax Provision For Tax NET PROFIT
the Companys balance sheet as on
AS AT AS AT
31032013 31032012 -
(In t) (In t)
297900000 33100000 213213781 387605693
833881405 1163249172 113701597 104516080
3716055 2624152
1043912351 511881321 318959605 500619871
7230525889 6415810732 2987458 middot12901961
10058798141 9132308982
41142649 84146355 1804455 1364419
10535400 shy8181894 8298894 5484172 6174926
211337362 637591171
3033819766 2432400222 - 14337455
325475165 554273019 6421017278 5393722521
10058798141 9132308982
FY 2013 FY 2012 3813273647 2063682309
3670103696 1960640137 143169951 103042172 51380355 54143420
90408088 54024176
3 The above given figures are duly audited by auditors of the company
OFFER DETAILS
1 Details of debt securities issued and sought to be listed The securities proposed to be issued pursuant to this Information Memorandum Disclosure Document will be listed on WDM of the BSE
2 Nature of Instrument Senior Secured Cumulative Redeemable Non-Convertible Debentures issued on a private placement basis
3 The Issue size The Company proposes to issue 200 Secured Cumulative Redeemable Non-Convertible Debentures having Face Value of ~ 10000000shy(Rupees One Crores only) each having aggregate face value of ~ 2000000000- (Rupees Two Hundred Crores only)
4 Face Value Each Debenture has a face value of ~ 10000000- (Rupees One Crores only) per Debenture
5 Redemption The outstanding amount of the Debentures shall be repaid in monthly installments payable as per the Payment Schedule
Unless redeemed earlier m accordance with this Information Memorandum Disclosure Document and the terms of the Security Documents the Debentures shall stand redeemed on payment of the final installment as per the Payment Schedule The redemption shall apply to each Debenture uniformly Any redemption of Debentures by the Company shall be proportionate redemption of all the Debentures collectively through reduction in face value of each Debenture
In the event of a default as defined in the Debenture Trust Deed the Debenture Trustee (on instructions from the Debenture holders) can exercise a put option on the Promoters to buy back the entire outstanding Debentures
6 Tenor Forty Eight (48) months from the Deemed Date of Allotment ending on the last Due Date unless redeemed earlier in accordance with the terms of the Debenture Trust Deed
7 Interest Rate The Debentures will carry an interest at the rate of 20 (Twenty percent) per annum payable monthly (subject to deduction of tax at source if applicable at the rate prevailing from time to time under the provisions of the Income Tax Act 1961 or any other statutory modifications or reshyenactment thereof for which a certificate will be issued by the Company-_ on the outstanding principal amount of Debentures and(other-~~
i ( y page~f )~
- -
-
Outstanding Amounts throughout the tenure of the Debentures till final redemption as per Payment Schedule
Interest payable on the Debentures shall accrue on a day to day basis and shall be computed on the basis of 365 (Three Hundred Sixty Five) days divided equally for each of the twelve calendar months
8 Payment Mechanism Payments towards interest and towards repayment of the outstanding amount of Debentures shall be made by way of drafts cheques credit through RTGS mechanism on the Due Dates to those Debenture holder(s) whose names appear on the list of beneficiaries provided by the Depositories to the Issuer Such payments shall be made from the Escrow Account in the manner specified in the Debenture Trust Deed The names would be as per the Depositories records on the relevant Record Date fixed for the purpose of such payments as provided in this
Information Memorandum Disclosure Document In case of those Debentures for which the beneficial owner is not identified by the Depository as on the Record Date the Issuer would keep in abeyance the payments till such time that the beneficial owner is identified by the Depository and conveyed to the Issuer whereupon the payments will be paid to the beneficiaries as identified
In case the Due Date falls on a day which is not a Business Day then the payment due shall be made on the succeeding Business Day
9 Security The principal amount of the Debentures together with any interest accrued thereon and other Outstanding Amounts Debenture Trustees remuneration and all costs charges expenses and all other monies due in respect of the Debentures and or under the Transaction Documents shall be secured by the Obligors by
a First and exclusive charge on all receivables from the Project through the Deed of Hypothecation together with the Escrow Agreement and such charge will be superior to any other claims on the Project receivables
b First and exclusive charge on all amounts lying to the credit of the Escrow Account under the Deed of Hypothecation
c First and exclusive charge by way of equitable mortgage on the Commercial Property (Mortgaged Property) through execution of a registered Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property in favour of the Debenture Trustee together with a declaration cum undertaking from CDPL declaring the creation of mortgage by deposit of title deeds of the Commercial Property in terms of the memorandum of entry
d Equitable mortgage and exclusive charge over FSI equivalent to 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of the Commercial Project together with all the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
e Exclusive charge over all the rights title interest benefits claims demands of any nature whatsoever of the Company under andor in respect of the CDPL Collaboration Agreements for development and construction of the Commercial Colony and the entire FSI in the Project along with proportionate undivided interest in the underlying land and without limitation the following
(i) the right to compel performance thereunder and to substitute or be substituted for the Company thereunder and to substitute and be substituted thereunder for the Company thereunder and
(ii) to commence and conduct either in the name of the Company or in its own name or otherwise any proceedings against any person in respect of any breach of the CDPL Collaboration Agreements and
(iii) all claims of the Company including in any proceedings against all or any such persons to any amounts owing to or received by the Company thereunder and
(iv) the rights and benefits of all Approvals to the extent capable of assignment together with the right to further assign any of the CDPL Collaboration Agreements and such Approvals to any Person
(v) Pledge of shares representing the entire issued and paid up share capital of CDPL under the Deed of Pledge
(vi) Personal Guarantee of Sh Vijay Gupta Sh Amit Gupta and Smt Kusum Gupta and
(vii) Cheques
CDPL has consented to creation of charge over the entire FSI to the extent of 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of t
The said security shall be created in favor of the Debenture Trustee on or by the Deemed Date of Allotment
Obligors will ensure that market value of the above mentioned security will be at all times equal to the face value of the outstand~icitZt~ Debentures tp ---YZoltgtl
lSI r~
i~ ~r)Page 22 oK~-_
~~-___i
10 Board Authority The private placement of Debentures under this Information Memorandum Disclosure Document is being made pursuant to the resolution of the Board of Directors of the Company at its meeting held on June 24 2013
11 Rating and rating rationale ICRA has assigned a ICRA B+ (pronounced as ICRA B plus) rating to debentures programme of the Company to the extent of ~
2000000000- (Rupees Two Hundred Crores only) vide letter ref no DRAT2013-140-362 on May 212013 and revalidated vide letter ref no DRAT2013-140-363 on August 222013 The long-term rating carries a stable outlook A copy of the rating letter and its rationale from ICRA is enclosed as Annexure 4_ to this Information Memorandum Disclosure Document
12 Details of utilisation of the Issue Proceeds Our Board of Directors certifies that the proceeds of the Issue of Debentures shall be utilized for the general corporate purposes of the Company
13 Minimum Number of Debentures for Subscription The application must be made for a minimum of one (1) Debenture and in multiple of one (1) Debenture thereafter There is no maximum limit on the application
14 Listing The Debentures are proposed to be listed on the WDM segment of the BSE the details of which are provided below
The Bombay Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400001 Phone 91 22 227212334 Fax 91 22 22721919
The COJpany shall make an application to the BSE to list the Debentures to be issued and allotted pursuant to this Information Memorandum Disclosure Document and shall take all necessary steps to complete all the formalities relating to listing of the Debentures within 15 (fifteen) days from the date of closure of the Issue Date If such permission is not granted by the BSE within 15 (fifteen) days from the date of closure of the Issue or where such permission is refused by the BSE before the expiry of the 15 (fifteen) days from the closure of the Issue the Company shall at the option of the Debenture holders repay with interest (at the applicable Interest Rate) all monies received by it If the Company fails to repay such monies within 5 (five) days after the Company becomes liable to repay it then the default interest (at the applicable Default Interest Rate) shall also apply to the amount payable
by the Company over and above the applicable interest iP~d (OS4( i~
Page 23~~ ~Sl-C ~-_-)to ~--i-~-~
In connection with listing of Debentures with BSE the Company hereby undertakes to comply with all requirements of the Act applicable SEBI rules and regulations including Securities and Exchange Board of India (Issue and listing of Debt Securities) Regulation 2008 and the listing agreement with BSE
15 Market Lot The minimum lot size for trading of the Debentures on the Stock Exchange is proposed to be one (1) Debenture
16 Underwriting of the Issue The present Issue of Debentures has not been underwritten
17 Tax Benefits The Debenture holder(s) are advised to consider in their own case the tax implications in respect of subscription to the Debentures after consulting their respective tax advisor
18 Governing Law The Debentures shall be construed to be governed in accordance with the laws of India Any dispute arising thereof will be subject to exclusive jurisdiction of the courts in Delhi Over and above the aforesaid terms and conditions the said Debentures shall be subject to the terms and conditions of the Security Documents
19 Debenture Redemption Reserve The Company hereby agrees and undertakes to create a debenture redemption reserve as per the provisions of the Security Documents the Act and the rules regulations notifications and circulars issued by the Ministry of Corporate Affairs and if during the currency of these presents any guidelines are formulated (or modified or revised) by the Central Government or any government agency or corporation having authority under Law in respect of creation of debenture redemption reserve applicable to the Debentures the Company shall duly abide by such guidelines and execute all such applicable supplemental letters agreements and deeds of modifications as may be statutorily required by the Debenture holders or the Debenture Trustee
20 Undertaking to use a Common Form of Transfer The issue of Debentures shall be made in dematerialized form only and no Debentures will be issued in physical form However the Company will use a common transfer form for physical holdings if at a later stage there is any holding in physical form due to the depository giving any Debenture holder the option to rematerialize the Debentures
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
The following contracts documents not being contracts entered into in the ordinary course of business carried on by the Company or entered into more than two years before the date of this Information Memorandum Disclosure Document which are or may be deemed material have been entered into by the Company These material contracts or documents may be inspected at the Registered Office of the Issuer from 1000 am to 100 pm on all working days from the date of this Information Memorandum Disclosure Document until the date of closure of this Issue
Material Contracts 1 Copy of the letter from Skyline Financial Services Private Limited to the
Company giving their consent to act as the Registrar and Transfer Agent to the Issue
2 Copy of letter from ILampFS Trust Company Limited to the Company giving their consent to act as the Debenture Trustee to the Issue
Material Documents L Memorandum and Articles of Association of the Company as amended
from time to time
2 Credit rating letter from ICRA Limited
3 Copy of Certificate oflncorporation of the Company dated July 262006
4 Certified true copy of the resolution dated June 24 2013 approving the issue of Debentures and creation of securities on the term and conditions stated in this Information Memorandum Disclosure Document
5 Copy of Tripartite Agreement dated 17-02-2011 between the Company the Registrar and Transfer Agent and the CDSL (Depository)and Copy of Tripartite Agreement dated 03-03-2011 between the Company the Registrar and Transfer Agent and the NSDL (Depository)
6 Copies of Audited Financials of the Company for the last three financial years
DISCLOSURE ON EXISTING FINANCIAL INDEBTNESS
1 Details of Secured Borrowings4
Ao The secured loans of the Company outstanding as on March 312013 is as follows
(Amount in f)
Details of Vehicle Loans Axis Bank October 27 1390055 EMI Start date- Hypothecated to Limited 2010 December 10 2010 Axis Bank (BMW) Closure date- Limited
November 10 2013 HDFC March 09 2472342 EMI Start Date Hypothecated to Bank 2012 April 052015 HDFC Bank Limited Closure Date - April Limited (BMW) 052015
None of the above loans is secured against any of the security (as detailed in Offer Details section above)
B The Secured Debentures of the Company outstanding as on March 312013 are as under
ILampFS Secured 17 Monthly 1 14th part of the first floor Trust Redeemable installment (without Roof Right) being 45 Company Non- pa s Start sq yards out of 180 sq yards of Limited Convertible date- the first floor constructed on
Debentures 2205201 free-hold land bearing plot No Series shy I of 1 RZ-D-5 First Floor Mahavir aggregate Closure Enclave New Delhi -110045 face value of dateshy admeasuring 180 sq yards out 2202201 ofkhasra number 8314 35000000 4 situated in the area of village 0- (Rupees Palam now known as Mahavir Thirty Five Enclave Block -D New Delhi-Crores) 110045 issued at a discount of 2 Mortgage assignment of all the 17513shy rights title and interest
4 The figures are as per the audited balance Sheet for the financial year ending March 31 2013
----- shy
(Rupees whatsoever of the Company in Seventeen to under andor in respect of Thousand the collaboration agreements Five dated 27102007 and Hundred 01072010 executed with CDPL and Thirteen for development and only) on the construction of the Commercial face value Complex and sale of FSI to the (being ~ extent of 625000 Sq Ft along 10000001- with proportionate interest in (Rupees Ten the underlying land inl of the Lakhs only)) Commercial Complex of each debenture 3 Out of the total sanctioned FSI
of 702871 Sq Ft of Commercial Complex mortgage and charge over FSI equivalent to 625000 Sq Ft including prorata share over all that piece and parcel of free hold land admeasuring 95 acres (approx located at Sector 82A Gurgaon Haryana India over which the Commercial Complex is proposed to constructedI developed together with proportionate buildings and structures thereon AND the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
4 Pledge of entire issued equity share capital of CDPL
5 Post-dated cheques
6 Personal Guarantee of the Promoter viz Mr Vijay Gupta
ILampFS Secured 17 Monthly 1 114th part of the first floor Trust Redeemable installment (without Roof Right) being 45 Company Non- pa s Start sq yards out of 180 sq yards 0 f Ltd Convertible date- the first floor constructed on
Debentures 1506201 free-hold land bearing plot No Series - II of 1 RZ-D-5 First Floo~ M~ct[~ aggregate Closure Enclave New DelhI -11
-_ ()-4~-----
ltshy -
---- ----- ---------------shyface value of date- admeasuring 180 sq yards out ~ 1505201 of khasra number 83 14 42500000 4 situated in the area of village 0- (Rupees Palam now known as Mahavir Forty Two Enclave Block -D New Delhi-Crares) Fifty 110045 Lakhs
2 Mortgage assignment of all theissued at a rights title and interestdiscount of ~ whatsoever of the Company in58065shyto under andor in respect of(Rupees Fifty the collaboration agreementsEight dated 27102007 andThousand 01072010 executed with CDPLSixty Five for development andOnly) on the construction of the Commercialface value Complex and sale of FSI to the(being ~ extent of 625000 Sq Ft along1000000 shywith proportionate interest in(Rupees Ten the underlying land in of theLakhs only)) Commercial Complexof each
debenture 3 Out of the total sanctioned FSI of702871 Sq Ft of Commercial Complex mortgage and charge over FSI equivalent to 625000 Sq Ft including prorata share over all that piece and parcel of free hold land admeasuring 95 acres (approx) located at Sector 82A Gurgaon Haryana India over which the Commercial Complex is proposed to constructed developed together with proportionate buildings and structures thereon AND the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
4 Pledge of entire issued equity share capital of CDPL
5 Post-dated cheques
---6 Personal Guarantee of the Promoter viz Mr Vijay(qtipta
1
IDEI Trusteeshi p services Limited
Secured Redeemable Optional Convertible Debentures of aggregate face value of
80000000 0- (Rupees Eighty Crore Only) on the face value (being 5000000shy(Rupees Fifty Lakhs only)) of each debenture
Qu art erly Co u po n Rat e of 55
The company shall be obliged to redeem the OCDs in four equal installment s starting from march 31 2014 over a period of 6 (six) financial quarters (the first such financial quarter ending on March 31 2014) such that the OCDs are completely redeemed on June 302015
(i) First sole amp exclusive charge by way of(a) equitable mortgage on the Mortgaged Security Property I and (b) equitable mortgage on the Mortgaged Security Property II
Mortgaged Security Property-I shall mean 23268 acres out of the larger property being the aggregate of 19218 acres (forming part of 25018 acres of land for which License is in place) and the 405 acres for which letter of intent is in place along with the proportionate floor space index and all present and future buildings and structures constructed thereon and all the rights title and interest of the Company and the concerned group housing project landowners over such property excluding 404 (four hundred and four) number of units constructedto be constructed over the aforesaid 19218 acres as more particularly detailed III the transaction documents
Mortgaged Security Property-II shall mean 696 acres out of the security property-II 1004 acres of acquired land in Sector 85 Gurgaon Haryana along with the proportionate floor space index and all present and future buildings and structures constructed thereon and all the rights title and interest of the Company and the concerned group housing project landowners over such property
(ii) first sole and exclusive charge on present and future basis by way of hypothecation on the relevant group housing _poject
-------------------------~----------~-----------------------------receivables from time to time and monies lying and credited into the escrow accounts at any point in time including any fIxed deposits created in accordance with the escrow account agreement out of such monies from time to time together with all and any interest accruing in respect thereof and
(iii) The issuance of personal guarantees by the Promoters in favour of IDBI guaranteeing the fulfIllment of the secured obligations
The NCD Series - I were fully redeemed on July 272013
2 Details of Unsecured Borrowings5
The unsecured loans of the Company outstanding as on March 31 2013 follows
(in ~)
Loan from Body Corporate Flair Exports Pvt Ltd Seh Realtors Pvt Ltd Citland Commercial and Credits Ltd Delhi Brass and Metal Works Pvt Ltd Span India Pvt Ltd Loan Directors Shareholders and their Relatives Amit Gupta-Loan Taken Vijay Gupta (Loan Taken) Amit Gupta (HUF) Green Bay Infrastructure Pvt Ltd Kusum Gupta Mamta Gupta Pooja Gupta Vijay Gupta(HUF)
5000000000 10000000000 16670000000 6670000000
11670000000
2850848000 7929999985
20000000 32146887100
2466000000 5625400000 3250000000
92100000
5 The figures are as per audited financial for the financial year ending March 31 2013
Page 300[60
3 Details of Bank Guarantee6
Bank Guarantee by the Company in respect of Orris Business Square - 95 Acres
ICICI Bank 1 Limited June 182010
Issued by ICICI Bank June 182010 and Valid till October 28 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 2 Bank Ltd Jan 03 2013
ICICI Bank 3 Limited February 232011
Director Town and Country Planning Chandigarh
Director Town and Country Planning Chandigarh Haryana State Pollution Control Board
62946450 October 282012
5938000 October 272014
3750000 February 222016
Bank Guarantee by the Company in respect of Carnation Residency Aster Court Aster Court premier amp Villas 33 -25018 Acres
Issued by ICICI Bank on September 232008 amendment dated September 102010 and valid till September 22 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 4 Bank Ltd September 222012
Issued by ICICI Bank on September 23 2008 amendment dated September 102010 and valid till September 22 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 5 Bank Ltd September 222012
Director Town and Country Planing Chandigarh 111524000
September 222014
Director Town and Country Planing Chandigarh
6 The figures are as per audited accounts for the financial year ending March 31 2013
Page 31 0[60
--
----- --- - shyIssued by ICICI Bank on December 16 2010 and expiry date is Dec 15 2015 but we close it Haryana with ICICI Bank and a State fresh guarantee was Pollution
ING Vysya issued by ING Vysya Control January 6 Bank Ltd bank on 23012013 Board 5000000 142016 Bank Guarantee by the Company in respect of Spring Homes middot10043 Acres
Director Town and Country
ING Vysya Planing September 7 Bank Ltd September 32012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 8 Bank Ltd September 3 2012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 9 Bank Ltd September 32012 Chandigarh 13112500 22016
Director Town and Country
ING Vysya Planing September 10 Bank Ltd September 32012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 11 Bank Ltd September 3 2012 Chandigarh 14752500 22016 Bank Guarantee by the Company in respect of Carnation Residency Aster Court Aster Court premier amp Villas 33 -405 Acres
Director Town and Country
ICICI Bank Planing August 71 12 Limited August 8 2011 Chandigarh 21632230 2015
Director Town and Country
ICICI Bank Planing August 7 13 Limited August 8 2011 Chandigarh
---shy5062~~t ~~015
6ltC [-I_i ~~-
I cel i Ieshy -
Note ~
10 Bank Guarantee of 35 Crore is issued by ING Vysya Bank 2 ING Vysya Bank has given counter guarantee against BG of 21632230
amp 5062500 issued for Aster Court Carnation Residency Aster Court Premier amp Villas 33 ING has given counter guarantee for 62946450 amp 3750000 issued for OB8
3 In OB8 all payment of EDC has been made so BG of 62946450 will be released which is already expired
4 Bank guarantee issued by ING Vysya bank is on 10 cash margin on fIxed deposit
5 Security offered against 35 Cr Bank guarantees issued by ING Vysya Bank is following
Orris HQ(J-I0S DLF Phase-II(Gurgaon)-Given as collateral security Janakpuri (C-3260 New Delhi)-Given as collateral security
4 Particulars of debt securities issued (i) for consideration other than cash whether in whole or in part (ii) at premium or discount or (iii) in pursuance of an option
The Company confIrms that save and except the following given below company has not issued any debt securities (i) for consideration other than cash whether in whole or in part (ii) at premium or discount or (iii) in pursuance of an option
bull NCD-I at discount
bull NCD-II at discount bull OCD in pursuance of an option
5 Servicing behavior on existing debt securities payment of due interest on due dates on term loans and debt securities
The Company hereby confIrms that
1 it has been servicing all its principal and interest on time and there has been no subsisting delay or default since its incorporation
Ii there is no subsisting default in repayment redemption of any of its borrowings nor has the Company affected any kind of roll over against any of its borrowings in the past
6 That the permissionconsent from the prior creditor for a second or pari passu charge being created in favor of the trustee to the proposed issue has been obtained
The existing mortgage over the Co~mercial Property s~all be ~leared~tT~l the Company and a no dues certifIcate shall be obtamed pnor ~~tMe -~0--o Deemed Date of Allotment Accordingly the Company hereby cott(rms 1
If) J -~ ~ 1( D gt~
Page 33 6 ~
that it does not require any consent permission to create security in relation to the Debentures as stipulated in this Information Memorandum Disclosure Document and the Security Documents
7 Any material eventdevelopment or change at time of issue or subsequent to the issue which may affect the issue or the Investors decision to invest continue to invest in the debt securities
Directors of the Company represent that there have been no material developments at the time of issue or subsequent to the issue which would materially and adversely affect or are likely to affect the business of the Company or the value of its assets or its ability to pay its liabilities
OTHER INFORMATION AND ISSUE PROCEDURE
The Debentures being offered as part of the Issue are subject to the provisions of the Act the Memorandum and Articles of Association of the Issuer the terms of this Information Memorandum Disclosure Document Application Form and other terms and conditions as may be incorporated in the Debenture Trust Deed and other Security Documents
Issue of Debentures in Dematerialised Form The Debentures will be issued in dematerialized form The necessary arrangements are being made with the Depositories for the issue of the Debentures in dematerialised form Investors will have to hold the Debentures in dematerialised form as per the provisions of Depositories Act 1996 The Company shall take necessary steps to credit the Debentures allotted to the depository account of the Investor
Trustee for the Debenture holder(s) The Issuer has appointed ILampFS Trust Company Limited to act as trustee for the Debenture holder(s) The Issuer and the Debenture Trustee intend to enter into the Debenture Trust Deed inter alia specifying the powers authorities and obligations of the Debenture Trustee and the Issuer The Debenture Trustee shall act based on the provisions of the Debenture Trust Deed The Debenture Trustee will at all times protect the interest of the Debenture holder(s) in accordance with the Debenture Trust Deed
Resignation and Removal of Debenture Trustee The Debenture Trustee and the Company declares that they shall not revoke the Trust hereby declared till the Debentures are redeemed in full The Debenture Trustee may at any time without assigning any reason and without being responsible for any loss or costs occasioned thereby resign as the Debenture Trustee provided that they shall continue to act as Debenture Trustee until a successor trustee is appointed by the Company The Debenture Trustee may also be removed by majority Debenture holders without assigning any reason as per Debenture Trust Deed
Sharing of Information The Issuer may with the written consent of the Debenture holder(s) exchange share or part with any financial or other information about the Debenture holder(s) available with the Issuer with its subsidiaries and affiliates and other banks financial institutions credit bureaus agencies statutory bodies as may be required
Debenture holder not a Shareholder Subject to the Debenture Trust Deed the Debenture holder(s) shall not be entitled to any right and privileges of shareholders other than those available
to them under the Act The Debentures shall not confer upon the Debentt5~r)(~IifI~
holders the right to receive notice(s) or to attend and to vote at any ge111- ~~ meeting(s) of the shareholders of the Issuer (5[ )~
r-)e i3 gt ~
Page 35 of 60--gt
Modification of Debentures or Information Memorandum Disclosure Document The Issuer may make modifications in the Information Memorandum Disclosure Document only upon receiving consent from the Debenture Trustee who in turn shall seek approval from majority Debenture holder(s)
Notices Any notice may be served by the Issuer upon the Debenture holders through post email fax or personal delivery addressed to such Debenture holder at his her registered address and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof All notice(s) to be given by the Debenture holder(s) shall be sent by post or email or fax or by hand delivery to the Issuer or to such persons at such address as may be notified by the Issuer from time to time through suitable communication and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof or at the expiry of the 3 rd day from the date such notice is dispatched whichever is earlier All correspondence regarding the Debentures should be marked Private Placement of Debentures
All notices from the Issuer shall be sent to the Debenture Trustee with copies to the Debenture Holders All notices to be sent by the Debenture Trustee to the Issuer andor the Promoters shall first be sent to the Debenture Holders for Debenture Holder Approval in terms of the Debenture Trust Deed The Debenture Trustee shall ensure and procure that any notice received by the Debenture Trustee from the Issuer andor the Promoters is shared by the Debenture Trustee with all the Debenture Holders of the Issuer within a period of 2 (two) Business Days from the date of receipt of such notice and in every event before the Debenture Trustee responds to such notice
Issue Procedure Only Eligible Investors as given hereunder may apply for the Debentures by completing the application form in the prescribed format as attached in Annexure 7 (Application Form) in BLOCK LETTERS in English as per the instructions contained therein The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the Application Form No application can be made for a fraction of a Debenture Application Forms should be duly completed in all respects and applications not completed in the said manner are liable to be rejected
The name of the applicants bank type of account and account number must be duly completed by the applicant This is required for the applicants own safety and these details will be printed on the refund orders and interest redemption payments c~~ F~~~gt
~ll ~~
~( ~ )~~Jy 11 ~
~ ~
Page 36 of60-~-~ ~
The Application Form must be accompanied by either demand draft(s) or cheque(s) drawn or made payable in favour of the Issuer or otherwise as may be set out in the Application Form and crossed Account Payee Only Cheque(s) or demand draft(s) may be drawn on any bank including a coshyoperative bank which is a member or a sub-member of the New Delhi Bankers Clearing House located If permitted the applicant may transfer payments required to be made in relation to any by electronic transfer of fundsRTGS to the bank account of the Issuer as per details mentioned in the Application Form
Application Procedure Eligible Investors will be invited to subscribe by way of the Application Form prescribed in the Information Memorandum Disclosure Document during the period between the Issue opening date and the Issue closing date (both dates inclusive)
Fictitious Application As a matter of abundant caution and although not applicable in the case of debentures attention of applicants is specially drawn to the provisions of sub-section (I) of Section 68A of the Act
Any person who (a) makes ina fictitious name an application to a company for acquiring or subscribing for any shares therein or (b) otherwise induces a company to allot or register any transfer of shares therein to him or any other person in a fictitious name shall be punishable with imprisonment for a term which may extend to five years
Basis ofAllotment The Investors will be required to remit the funds as well as submit the duly completed Application Form along with other necessary documents to Issuer by the Deemed Date of Allotment Deemed Date of Allotment for the Issue is 23-10-2013 by which date Investors would be intimated of allotment
Record Date The date falling seven days prior to the Due Date or if it happens to be a holiday then the immediately succeeding Business Day shall be the Record Date
Eligible Investors Only those Investors who have been addressed through a communication directly are eligible to apply No other Investor can apply All Investors are required to comply with the relevant regulationsguidelines applicable to them for investing in this issue of Debentures
Note Participation by potential Investors in the issue may be subject to statutory andor 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 ~egulatory requirements applicable t them inclu~i~~lctUi~ exchange controls and other requIrements Applicants ought to seek Independent l~~ -~lti and regulatory advice in relation to the laws applicable to them rtf ~t
Page 37 o~-) ~~
Application under Power of Attorney Original power of attorney or the relevant authority together with its certified true copy as the case may be along with the names and specimen signatures of all the authorized signatories and the tax exemption certificate document if any must be lodged at time of submission of the completed Application Form Further modifications additions in the power of attorney or authority should be notified to the Company at its registered office
Procedure for applying for Dematerialised Facility
I The applicant must have at least one beneficiary account with any of the Depository Participants of NSDLCDSL prior to making the application
2 The applicant must necessarily fill in the details (including the beneficiary account number and Depository Participants ID) appearing in the Application Form under the heading Details for Issue of Debentures in ElectronicDematerialised Form
3 Debentures allotted to an applicant will be credited directly to the applicants respective beneficiary account(s) with the Depository Participants
4 For subscribing to the Debentures names in the Application Form should be identical to those appearing in the account 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 in the Depository
5 Non-transferable allotment advicerefund orders will be directly sent to the applicant by the Registrar and Transfer Agent to the Issue
6 If incompleteincorrect details are given under the heading Details for Issue of Debentures in ElectronicDematerialised 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
7 For allotment of Debentures the address nomination details and other details of the applicant as registered with hisher DP shall be used for all correspondence with the applicant The applicant is therefore responsible for the correctness of hisher demographic details given in the Application Form vis-a-vis those with hisher Depository Participant In case the information is incorrect or insufficient the Issuer would not be liable for the losses if any
8 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 t- ~gti)L~-~(i ~page380~ ~
~nmiddotmiddotmiddotmiddot-middotmiddotmiddotmiddot ~lt---plusmn
Documents to be provided by Eligible Investors
Investors need to submit the following documentation as applicable
Memorandum and Articles of Association or other constitutional documents
Resolution power of attorney authorising investment
Specimen signatures of the authorised signatories duly certified by an appropriate authority
bull SEBI registration certificate (if applicable)
Copy ofPAN Card to be submitted
bull Application fonn (including RTGS details)
Mode of Payment All payments must be made through cheque(s)draft(s)transfersRTGS as set out in the Application Form
Depository Arrangements The Company has appointed Skyline Financial Services Private Limited as the Registrar and Transfer Agent for the present Issue and the Company shall make necessary depository arrangements with CDSL and NSDL for issue and holding of Debentures in dematerialised form
List of Beneficiaries The Issuer shall request the Depositories to provide a list of beneficiaries as at the end of the relevant Record Date This shall be the list which will be used for payments of interest or repayment of redemption monies or any other amounts payable on the Debentures as the case may be
Effect of Holidays Should any of the dates defined above or elsewhere in this Information Memorandum Disclosure Document (except the Deemed Date of Allotment) fallon a day other than a Business Day the immediately succeeding Business Day shall be considered as the effective date(s) In case Record Date book closure date falls on a day other than a Business Day the Business Day the succeeding day shall be the record date book closure date
Tax Deduction at Source Tax as applicable under the Income Tax Act 1961 or any other statutory modification or re-enactment thereof will be deducted at source on the interest payable on the Debentures Tax exemption certificatedocumentform under section 193 of the Income Tax Act 1961 if any must be lodged at th~ Registered Office of th~ Issuer at least fiftee~~~middot(iJ2~~ (15) days before the relevant mterest payment becommg due (~ 1
i t IJ W7i$0 ~---Page 39 of 6O____~ti-----
Letters of Allotment The Issuer shall issue a Letter of Allotment to each Debenture holder on the Deemed Date of Allotment The Debentures will be subsequently credited in dematerialised form within 2 (two) Business Days from the Deemed Date of Allotment
Deemed Date of Allotment All the benefits under the Debentures will accrue to the Debenture holders from the date of receipt of the application monies The actual allotment may take place on a date other than the Deemed Date of Allotment
Refunds For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within seven days from the Deemed Date of Allotment of the Debentures 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
Joint Holders Where two or more persons are holders of any Debenture(s) they shall deem to hold the same as joint tenants with benefits of survivorship
Mode of Transfer Debentures shall be transferred subject to and in accordance with the rules procedure as prescribed by the NSDL CDSL Depository participant of the transferor transferee and any other applicable laws and the rules notified in respect thereof 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 Transferor shall give delivery instructions containing details of the transferees DP account in his depository participant
Succession In the event of demise of Debenture holder the Company will recognize the executor or administrator of the deceased Debenture holder or the holder of succession certificate or other legal representative as having title to the Debentures The Company shall not be bound to recognize such executor administrator or holder of the succession certificate or other legal representatives as having title to the Debentures unless such executor or administrator obtains probate or letter of administration or such holder is the holder of succession certificate or other legal representation as the case may be from a competent Court in India having jurisdiction over the matter The Company may in their absolute discretion where it thinks fit dispense with production of probate or letter of administration or succession ~--~gt
l
certificate or other legal representation in order to recognize such holder ~1 ~)t)
Page 40 of6~ Vv pound ~o-middot~-
bull ~f V
being entitled to the Debentures standing in the name of deceased Debenture holder on production of sufficient documentary proof or indemnity
Nomination In the event of however a deceased Debenture holder(s) having nominated any person entitled to be registered as the Debenture holder in the event of his death such nominee shall be registered as the Debenture holder in place of the deceased Debenture holder
Page 41 of 60 shy
OTHER REGULATORY AND STATUTORY DISCLOSURES
Stock Exchange Disclaimer Clause It is to be distinctly understood that filing of this Information Memorandum Disclosure Document with the Stock Exchange should not is any way be deemed or construed that the same has been cleared or approved by the Stock exchange The Stock Exchange does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue has been made or for the correctness of the statements made or opinions expressed in this Information MemorandumDisclosure Document
Listing Disclaimer The Debentures are proposed to be listed on the Wholesale Debt Market segment of the BSE The Company shall comply with the requirements of the listing agreement to the extent applicable to it on a continuous basis and shall complete all formalities relating to listing of the Debentures
Companys Disclaimer Clause The Company certifies that the disclosures made in this Information MemorandumDisclosure Document are generally adequate and III
conformity with SEBI Regulations Further the Company accepts no responsibility for statements made otherwise than in the Information MemorandumDisclosure Document or Security Documents or any other material issued by or at the instance of the Company and anyone placing reliance on any source of information other than this Information Memorandum Disclosure Document and the Security Documents would be doing at their own risk and the Company will not be liable for such reliance
Issue of Debentures in Dematerialised Form The Debentures will be issued only in dematerialized form The Issuer has made arrangements with the Depositories for the issue of the Debentures in dematerialized form Investors will have to hold the Debentures in dematerialized form as per the provisions of Depositories Act 1996
Consents ILampFS Trust Company Limited has given its written consent for its appointment as debenture trustee to the Issue under Regulations 4(4) of the SEBI Regulations and inclusion of its name in the form and context in which it appears in this Information Memorandum Disclosure Document __
4ti)~ ~ A )ro)
C
Page 42 of60
ANNEXURE 1 SUMMARY TERM SHEET
--------------------------------------------------------------------------- shyIssuer Orris Infrastructure Private Limited
Instrument Secured Cumulative Redeemable Non-Convertible Debentures
Total number of 200 NCDs Face Value ~ 10000000- (Rupees One Crore only) per Debenture
Issue Size ~ 2000000000- (Rupees Two Hundred Crores only)
Issue Price At its face value ie ~ 10000000- (Rupees One Crore only) per Debenture
Mode of Private Placement Placement Object of the The proceeds from the issue shall be utilized for the general Issue corporate purposes of the Company
Form of listed Dematerialised issuance Deemed Date of 23-10-2013 or any other date as decided by the Issuer Allotment
Tenor 48 (forty eight) months from the Deemed Date of Allotment
Redemption After expiry of the Moratorium Period the Issuer shall redeem the Debentures in equal monthly installments over a period of 33 (thirty three) months on each Due Date subject to premature redemption as permitted under the Debenture Trust Deed
Moratorium Period of 15 (Fifteen) months from the Deemed Date of Allotment Period Interest Rate Interest will be payable at the interest rate of 20 (Twenty percent)
per annum payable monthly on the Outstanding Amounts as per the Payment Schedule (refer Annexure 2 to this Information Memorandum Disclosure Document)
The first installment for interest payment shall also include an additional amount equivalent to 125 (one point two five percent) of the issue size (excluding any applicable taxes) to the Debenture holders in proportion to the Debentures held by them
Market Lot One (1) Debenture
Minimum Application
Early Repayment
Escrow Mechanism
------shy
Subject to the conditions specified in the Debenture Trust Deed (Premature Redemption) the Issuer shall have a onetime option to prematurely redeem in a single tranche and not exceeding 25 (twenty five) of the outstanding Debenture Principal Amount at any time after expiry of the 24 (twenty four) months from the Deemed Date of Allotment till the expiry of 30 (Thirty) months of the Deemed Date of Allotment (Premature Redemption Period) The Premature Redemption shall be exercised in a single tranche and shall be subject to fulfillment of each of the following conditions that the Company prematurely redeems Debentures equivalent to an amount in the multiples of ~ 50000000- (Rupees Five Crores Only) with the minimum amount being ~ 150000000- (Rupees Fifteen Crores Only) for redemption in excess of the amounts permitted for Premature Redemption as specified above the Issuer shall pay a premature redemption premium of 2 (two percent) on the amount being redeemed and paid by the Issuer plus applicable service tax or other statutory levy if any subject to deduction of income tax at the rate prescribed under the Income Tax Act 1961 (Premature Redemption Premium) subject to the Escrow Mechanism below the Issuer shall have the option to prematurely redeem the Debentures after the expiry of the Premature Redemption Period without paying any Premature Redemption Premium provided such amounts are in accordance with sub-clause (a) above and any redemption of Debentures by the Issuer in accordance with this Deed shall be proportionate redemption of all the Debentures together through reduction in face value of each Debenture Further the redemption of the Debentures may be carried out in accordance with the Escrow Mechanism mentioned below
All receivables from the Project will be deposited by the Company in an Escrow Account All monies deposited in the Escrow Account shall be utilized in following order Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal with respect to the Debentures Only upon satisfaction of the requirement of (1) and (2) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account towards withdrawal of upto ~ 900000000 (Rupees Ninety Crores only) by the Company After withdrawal of ~ 900000000 (Rupees Ninety Crores only) by the Company
Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal witl]_x~secttyct to
-_8f~~the Debentures (f~X-~~~
~ ) Page 44 amp1 ~____~i
--------------------------------------- -- -------------
Debt Service Reserve Account (DSRA)
Put Option
Issue open on
Issue closed on
Basis for Interest calculation
Listing
Depository
Credit Rating
Security
Only upon satisfaction of the requirement of (a) and (b) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account 60 (Sixty percent) of any further monies in the Escrow Account shall be used to accelerate the redemption of the Debentures and the remaining 40 shall be withdrawn by the Company
Shall mean an amount being not less than ~ 60000000 (Rupees Six Crores only) to be maintained by the Company in the Escrow Account at all times
In the event of a default as defined iIi the Debenture Trust Deed the Debenture Trustee (on instructions from the Debenture holders) can exercise a put option on the Promoters to buy back the entire outstanding Debentures
04-10-2013 or any other date as decided by the Issuer
23-10-2013 or any other date as decided by the Issuer
Interest payable on the Debentures shall accrue on a day to day basis and shall be computed on the basis of 365 (Three Hundred Sixty Five) days divided equally for each of the twelve calendar months
At the WDM segment of the BSE
NSDL and CDSL
ICRA B+ by ICRA Limited
The Debentures together with any interest accrued thereon and outstanding amounts Debenture Trustees remuneration and all costs charges expenses and all other monies due in respect of the Debentures shall be secured by
First and exclusive charge on all Project Receivables through the Deed of Hypothecation together with the Escrow Agreement and such charge will be superior to any other claims on the Project Receivables First and exclusive charge on all amounts lying to the credit of the Escrow Account under the Deed of Hypothecation First and exclusive charge by way of equitable mortgage on the Commercial Property (Mortgaged Property) through execution of a registered Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property in favour of the Debenture Trustee together with a declaration cum undertaking from CDPL declaring the creation of mortgage by deposit of titly-~Si~6d~~ the
I-SI ~~
Page 4~60
----------------------------------------------------------------------------------Commercial Property in terms of the memorandum of entry Equitable mortgage and exclusive charge over FSI equivalent to 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of the Commercial Project together with all the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
Exclusive charge over all the rights title interest benefits claims demands of any nature whatsoever of the Company under andor in respect of the CDPL Collaboration Agreements for development and construction of the Commercial Colony and the entire FSI in the Commercial Project along with proportionate undivided interest in the underlying land and without limitation the following the right to compel performance thereunder and to substitute or be substituted for the Company thereunder and to substitute and be substituted thereunder for the Company thereunder and to commence and conduct either in the name of the Company or in its own name or otherwise any proceedings against any person in respect of any breach of the CDPL Collaboration Agreements and all claims of the Company including in any proceedings against all or any such persons to any amounts owing to or received by the Company thereunder and the rights and benefits of all Approvals to the extent capable of assignment together with the right to further assign any of the CDPL Collaboration Agreements and such Approvals to any Person Pledge of shares representing the entire issued and paid up share capital of CDPL under the Deed of Pledge Personal Guarantee of Sh Vijay Gupta Sh Amit Gupta and Smt Kusum Gupta and Cheques
Security Creation The Security shall be created in the favour of the Debenture Trustee on or before the Deemed Date of Allotment
Representation The representations and warranties of the Company will be set out and Warranties in the Debenture Trust Deed
Event ofDefault All events of default as set out in the Debenture Trust Deed
Upon occurrence of such event of default Debenture Trustee shall (on instruction from the Debenture holders) issue a written notice of default to the Company and grant to the Company a cure period in accordance with the terms of Security Documents
The consequences of an event of default shall be governed_lgtY the provisions in the Security Documents and shall inclu9~~ayfu~i1t of
default interest and enforcement of the Security in the manner specified In the Security Documents including appointment of nominee director(s)
Default Interest An additional interest of 4 pa (four percent per annum) over and Rate above the Interest Rate (as defined hereinafter) (viz the default
interest rate shall be 24 (twenty four percent) payable in relation to the Debentures and the Outstanding Amounts payable In accordance with Security Documents
Registrar and Skyline Financial Services Private Limited Transfer Agent
Compliance All provisions clauses regulations specified by GOISEBIRoCBSE with respect to issue and listing of Redeemable and Secured Non-Convertible Debentures shall be complied with by the Company
Assignment Each Investor may transfer or dispose a part or the whole of its Transferability Debentures without the Companys consent
Governing Law The governing law will be the laws of India and the parties submit to and Jurisdiction the exclusive jurisdiction of the courts in Delhi
~-~---~-~
u c tL ~If) -~~-J bull (
Page 47 of60
ANNEXURE 2 PAYMENT SCHEDULE
Due date
Month 0
Last Day ofMonth 1
Last Day ofMonth 2
Last Day ofMonth 3
Last Day ofMonth 4
Last Day ofMonth 5
Last Day ofMonth 6
Last Day of Month 7
Last Day ofMonth 8
Last Day of Month 9
Last Day of Month 10
Last Day of Month 11
Last Day of Month 12
Last Day of Month 13
Last Day of Month 14
Last Day ofMonth 15
Last Day of Month 16
Last Day of Month 17
Last Day of Month 18
Last Day ofMonth 19
Last Day ofMonth 20
Last Day of Month 21
Last Day of Month 22
Last Day ofMonth 23
Last Day of Month 24
Last Day ofMonth 25
Last Day of Month 26
Last Day ofMonth 27
Outstandino D b t b
e en nre1 su )scrIptlOn amount
I dat mont I en
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
1939393939
1878787879
1818181818
1757575758
1696969697
1636363636
1575757576
1515151515
1454545455
1393939394
1333333333
1272727273
I nterest
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
32323232
31313131
30303030
29292929
28282828
27272727
26262626
25252525
24242424
23232323
22222222
Debenture Payment to I t D b tSll )SCrIP Ion e en nre
t H Idamoun 0 ers
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
60606061 93939394
60606061 92929293
60606061 91919192
60606061 90909091
60606061 89898990
60606061 88888889
60606061 87878788
60606061 86868687
60606061 85858586
60606061 84848485
60606061 83838384
60606061 8~~3 j()gt t~( S( )Page48~60
-
Due date su
Last Day of Month 28
Last Day of Month 29
Last Day of Month 30
Last Day of Month 31
Last Day ofMonth 32
Last Day of Month 33
Last Day of Month 34
Last Day of Month 35
Last Day of Month 36
Last Day of Month 37
Last Day of Month 38
Last Day of Month 39
Last Day of Month 40
Last Day of Month 41
Last Day of Month 42
Last Day of Month 43
Last Day of Month 44
Last Day ofMonth 45
Last Day of Month 46
Last Day of Month 47
Last Day of Tenor
Outstandino D b t b
b ~ t~n ure t SCrIp Ion amoun
t th da mon en
1212121212
1151515152
1090909091
1030303030
969696970
909090909
848484848
787878788
727272727
666666667
606060606
545454545
484848485
424242424
363636364
303030303
242424242
181818182
121212121
60606061
Debentme Payment to Interest subscription
t amoun Debenture
H ld0 ers
21212121 60606061 81818182
20202020 60606061 80808081
19191919 60606061 79797980
18181818 60606061 78787879
17171717 60606061 77777778
16161616 60606061 76767677
15151515 60606061 75757576
14141414 60606061 74747475
13131313 60606061 73737374
12121212 60606061 72727273
11111111 60606061 71717172
10101010 60606061 70707071
9090909 60606061 69696970
8080808 60606061 68686869
7070707 60606061 67676768
6060606 60606061 66666667
5050505 60606061 65656566
4040404 60606061 64646465
3030303 60606061 63636364
2020202 60606061 62626263
1010101 60606061 61616162
The interest payment on the first Due Date shall vary depending on the date onwh~h the
application monies for Debentures arc received til 1~~1
1bull kAij~ lt laquo~~gt ~
-
--
Page 49 of60
ANNEXURE 3
UNDERTAKING BY THE COMPANY
The Company undertakes that bull In the event the Debentures are issued in physical form the Company
shall use a common form of transfer
bull It will provide on a half yearly basis a compliance certificate duly certified by the Debenture Trustee to the Debenture holders in respect of compliance with the terms and conditions of Issue as contained in this Information Memorandum Disclosure Document and
bull Every credit rating obtained shall be periodically reviewed by the Credit Rating Agency and any revision in the rating shall be promptly disclosed by the Company to the Stock Exchange Any change in rating shall be promptly disseminated to Debenture holders and prospective Investors in such manner as the BSE may determine from time to time All information and reports on the Debentures including compliance reports filed by the Company and the Debenture Trustee shall be disseminated to the Debenture holders and the general public by placing them on the website of the Company and shall through the Debenture Trust Deed request the Debenture Trustee to place the same on its website
bull The above Information Memorandum Disclosure Document IS
compliant with all disclosures required to be made for listing of senior non-convertible debentures on a private placement basis on a recognized stock exchange as specified in Schedule I under Regulation 21 of the Securities and Exchange Board of India (Issuing and Listing of Debt Securities) Regulations 2008
laquo~~(~I0~~ For o~InCr ~cture Private Limited
~~WIVijay~
(Chairman)
Page 50 of60
ANNEXURE 4
CREDIT RATING LETTER FROM ICRA LIMITED
Ie R A Limited
Ref DRAT2013-140-362
Mr Sanjay Aggarwal VP - Accounts amp raxation Orris Infrastructure Private Limited J-105 DLF Phase -II MG Road Gurgaon - 122002 Haryana
May 21 2013
Dear Sir
Rc ICRA-assigned Credit Rating for Rs 200 crore NCD Programmc of Orris Infrastructurc l)rivate Limited (instrument details in Annexure)
Please refer to your Rating Requisition dated May 112013 and the subsequent Rating Agreement of May 162013 for carrying out the rating of the aforesaid Bond Programme The Rating Committee
of ICRA after due consideration has assigned a [ICRAIB+ (pronounced as ICM B plus) rating
to the captioned Bond Programme
We would appreciate if you can sign on the duplicate copy of this letter and send it to us within 7
days from the date of this letter as confirmation about the use of the assigned rating The rationale
for assigning the above rating will be sent to you on receipt of your confirmation about the use of our rating as above Any intimation by you about the above rating to any BankerLending
AgencyGovernment AuthoritiesStock Exchange would constitute use of this rating by you
This rating is specific to the terms and conditions of the proposed issue as was indicated to us by you
and any change In the tenns or size of the issue would require the rating to be reviewed by us If
there is any change in the terms and conditions or size of the instrument rated as above the same must be brought to our notice before the issue of the instrument If there is nny such change after the
rating is assigned by us and confirmed to use by you it would be subject to our review and may result in change in the rating assigned
ICRA reserves the right to suspend withdraw or revise the above at any (ime on the basis of new information 01 unav~ilability of information or such other circumstances which ICRA believes may
have an impact on the rating assigned to you
The rating as aforesaid howeVer should not be treated as a recommendation to buy sell or hold the
bonds to be issued by you If the instrument rated as above is not issued by you within a period of 3
BuUding No 5 2 Floor TeL + 91 - 124 - 4545300 wOiosite wwwicraJn Tower A DLF cyber City Fax + 91 - 124 - 4050424 email infoicralndiacom Phase ll Gurgaon 122002
Regd Office 1105 Kailash Building 11 Floor 26 Kastuma Gandhi Marg NeW Delhi - 110001
RATING RES EAR eli INFORMATION
months from the date of this letter communicating the rating the same would stand withdrawn unless
revalidated before the expiry of 3 months
You arc required to forthwith inform us about any default or delay in repayment of intcrest or
principal amount of the instrument mtcd as above or any other debt instruments borrowing Y nu are also required to keep llS forthwith informed of any other devclopments which may have a direct
or indirect impact on the debt servicing capability of the company including any proposal for reshy
schedulement or postponement of the repayment programmes oCthe dues debts of the company with
any lendcr(s) investor(s)
You are required to inform us immediately as and when the borrowing limit for the instrument rated
as above or as prescribed by the regulatory authority (ies) is exceeded
We thank you for your kind cooperation extended during the course of the rating exercise Should
you require any clarification please do not hesitate to get in touch with us
With kind regards
Yours sincerely
for IeRA Limited
-- Iobit Inamdar S (Senior Vice President) (Analyst)
Page 52 of60
Annexure
Details of the bank limits rated by leRA (Rated on long term seale)
Page 53 of60
I eRA limited AIIA~fIiI ofMoltldyIInvllllttmI ~
Ref DRATfl013middot140middot3611
Date August 222013
MI Sanjay AggarwaJ VP - Accounts amp Taxation Orris Infrastructure Private Limited JmiddotIO5 DLF Phasemiddotll MG Road Gurgaonmiddot J22002 Haryana
Dear Sir
Re leRA ruting for Rs 2000 crote NCD Progrumme of Orris Infrastructure Private Umlted
This is with reference to your letter dated August 9 2013 for re-validating your rating for the Rs 200 erore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Boods programme ofyour company and last communicated to you vide QuI letter dated May 212013 stands The other terms and conditions for the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DlRAT12013middot 1410-362 dated May 2013 stands
With kind regards For lCRA Limited
(Senior Vice President)
T~middot + 91middot 124 bull ~ website VWW bulliCfSio fw + 91 124 -~ email info~middoticralndiagtcom
Page 54 of60
Ie R A Lim
Ref DfRAT2013-14O-364
Date October 03 2013
Mr Sanjay Aggarwal VP - Accounts amp Taxation Orris Infrastructure Private Limited J-105 DLF Phasemiddotmiddotll MG Road Gurgaon - 122002 Haryana
Dear Sir
Re ICRA rating for Rs 2000 crOTe NCD Programme of Orris Infrastructure Private Limited
This is with reference to your letter dated September 03 2013 for re-validating your rating for the Rs 200 crore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Bonds programrne of your company and last conununicated to you vide our letter dated August 22 2013 stands The other terrns and conditions fur the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DRATI2QI3middot 14()362 dated May WI3 stands
With kind regards For [eRA Limited
Vi (Senior Vice President)
Buildlng No 2 Iloot Tel + 81 124 - 4545300 websf1e WWWJCf8D
Tower A Cyber Oily Fax + 91 124 bull 4000424 ilImaH lnfoicralfldliLcof1
Phase II Gurgaonmiddot 1~
Regd Offictl noo iltailash Building i 1 Floor 26 KDtwoo Qandhi Marg New Delhi bull 110001
RATING RES EAR C H INfORMATION
Page 55 of60
ANNEXURE 5
CONSENT LETTER FROM DEBENTURE TRUSTEE
Ref No 1750 ITCL JUtmiddots I ru~1 Company Limilt~d
September 30 2013
Orris Infrastructure Private limited (Company) Jmiddot105 OLF PhaSe - 11 MG Road Gurgaon 122002
Kind Attention Mr Vljay Gupta Director
Sub listed Secured Redeemable Non Convertible Debentures (NCDs) aggregating to Rs 200 crs proposed to be issued by the Company on private placement basis
Dear Sirs
This is with reference to our discussion regarding appointment of ILampFS Trust Company limited (ITCL) as Debenture Trustee for the proposedlssue of listed Secured Redeemable NCDsof Rs 1 crore each aggregating to Rs 200 crs to ~ issued by the Company on private placement basis In this regard VIle do hereby give out consent to act as the Debenture Trustee subject to the Company agreeing to the following conditions
1 The Company agrees and undertakes to create the securities over such terms and conditions as detai~d in the signed Information Memorandum as submitted to us and execute the Debenture Trust Deed and other necessary security documents as required
2 The Company agrees amp undertakes to pay Debenture Trustees so long as they hold the office of the De~nture Trustee remuneration as stated in appointment letter dated July 30 2013 for the services as Debenture Trustee in addition to all legal travelling and other costS charges and expenses which the Debenture Trustee or their officers employees or agents rnayiocur in relation to execution of the Debenture Trust Deed and all other documents affecting the Security till the monies in respect of the Debentures have been fully paid-off and the requisite formalities for satisfaction of charge in aU respects have been complied with
3 The Company agrees ft undertakes to comply with the provisions of SEal (Debenture Trustees) Reguliltions 1993 SE61 (Issue and Listing of Debt Securitles) Regulations 2008 SEBICircutar No$EaIIlMOOfgtl1Sondl2oo911 105 dated 11052009 on Simplified Listing Agreement for Debt Securities read with the SEBl Circular No SEBIIIMDDOF-1 tBONDlClr-5120o9 dated the 16th November 2009 the Companies Act 19l)6 ilnd other applicable proviSions I circulars guidelines etc as applicable and amended from time to time and agrees to furnish to Trustees such information in terms of the same on regular basis
Sincerely For ILftFS Trust Company lilDi~d
lL__~~ ~ ~ ~~~ --- ~
Authorized Signatory
lUfFS Finru1 Centre PloINo C 22 G Block 5th Floor Bjr Kurio Complex Bandra (Eastl Mumbamiddotmiddot 40(K)SI INDIA
Bangalor( Office ILEtFSTru1 (ompally Ltdbull ALmiddotLalheef 151 Floor No 2Unioll Slreet Offlnanlry Raad Banglore 5hlX)OI INDIA
New Delhi Offire ILftFSTrusl (ompY tId Amiddot26a lsI Ploor Bhishm Pithamah Marg DefencfCoony New Delhi - 110024 INDIA
Kolkala Offilaquo ILftfSTrusl Company Ltd ILIIFS Constantia lnlflPor n Dr11 lIt Bramachari Street Kolkata bull 700017 INDIA
Page 56 of60
ANNEXURE 6
CONSENT LETTER FROM REGISTRAR AND TRANSFER AGENT i
Skyline Financial Serrr)ices Pvt Ltd SEBI REGISTERED CATEGORY1 REGk)IRARS ampSHARE TRANSfRAtgtENT D153A Ht Floor () nol Area Ph bullbullbullI New Dolhmiddot llO 020 1 9 middot1126812682 2S612~83 EmiddotmaI nOlltyhOaccrn tte-oSi$ wwwSiltyllnfHla_all1
August 29 2013
MrVlneel Kumar Gupta
Sr Manaler Secretarial
Orris InfraSlrucllJre Private Limited
Orris la M G Road
Gurgaoo - 1iG 002 (Hr)
Sub Consent to aet as Registrar to Issue and TfBllSfer Agent
DearSJr
Thls1s in reference 10 YOllr email datild AugJS1 29 2013 We hereby give our consent to act as 21
Registrar to IsSue and Transfer Agent for your propOSed issue of 1O - conveo1ibledebentures Of Rs
20000 Crore (jl1d our name IS Registrar to i$sueandShare Transfer agent may please be included in
Thanking you Y()ursfailhfufy
Vice- President
Page 57 0[60
--
-------
ANNEXURE 7
APPLICA TION FORM
ORRIS INFRASTRUCTURE PRIVATE LIMITED Registered Office RZ-D-5 Mahavir Enclave New Delhi 110045
Corporate Office 1-105 DLF Phase II Mehrauli Gurgaon Gurgaon -122002
Application No ___ Date
Dear Sirs
VWe have read and understood the terms and conditions of issue by Orris Infrastructure Private Limited of senior secured cumulative redeemable Non-Convertible Debentures of face value ~ 10000000 (Rupees One Crores only) having a coupon rate of 20 pa on a private placement basis on the face value aggregating to ~ 2000000000- (Rupees Two Hundred Crores only) (Debenture) contained in the Information Memorandum Disclosure Document dated __2013 VWe bind ourselves to the terms and conditions as contained in the Information Memorandum Disclosure Document and wish to apply for allotment of these Debentures The amount payable on application as shown below is remitted herewith On allotment please place myour name(s) on the Register of Debenture holder(s)
(Please read carefully the instructions on the next page before filling this form)
No of Debentures applied No in figures No in words for
Amount (~)
Detal s I 0 f payment ChequesDemand Date Drawn on Bank DraftlRTGS Details
Applicants Name amp Address in full (please use capital letters)
Pin Code Telephone I Fax Email
I Status Bankin~ Company ( ) Insurance Company ( ) Other ( ) (specify in case of others) Name of Authorized Signatory Designation Signatures Signatoty
Details of Bank Account Bank Name amp Branch Nature ofAccount Account No IFSCINEFT Code middot)---~1
-- --
Depository Details
I1We the undersigned want to hold the Debentures of the Company in the dematerialised fonn Details of myour Beneficiary Account are given below
Depository Participant Name - shy
DPID
Beneficiary Account Number shy
Name of the Applicant
() II We understand that in case of allotment of Debentures to my lour Beneficiary Account as mentioned above would be credited to the extent of Debentures allotted
Taxpayers PAN I GIR No IT CircleIW ardlDistrict ( ) Not Allotted
Tax Deduction Status () Fully ( ) Tax to be ()Yes ONo Exempt deducted at
Source
I1We hereby understand that the Company has not provided and will not provide any material or other infonnation regarding the Debentures except as included in the Infonnation Memorandum Disclosure Document
Signature of the Applicant _________________(Tear here)__________
ACKNOWLEDGEMENT SLIP
Application No Date -- shyReceived From
1shy----------------------~
By ChequelDemand DraftlRTGS No
drawn on towards application for ______ Debentures (Chequesl Demand Drafts are subject to realisation)
For Orris Infrastructure Pvt Ltd
For all further correspondence please contact INFRASTRUCTURE PRIVATE LIMITED Tel +91 124-4979200
Page 59 of60
10
INSTRUCTIONS
You must complete application in full in BLOCK LETTERS IN ENGLISH
2 Your Signatures should be made in English or in any of the Indian languages
3 Application forms duly completed in all respects together with high value Cheques Pay Order Demand Drafts must be lodged at the Orris Infrastructure Private Limited Corporate Office (as provided above)
4 Payments through RTGS shall be made as follows
Beneficiary Account name Orris Infrastructure Private Limited IFSC Code UTIB0000056 Bank Account No 056010200015303 Bank Axis Bank Ltd Branch Sec-14 Gurgaon
5 The Cheque(s)Demand Draft(s) of high value clearing zone should be drawn in favour of ORRIS INFRASTRUCTURE PVT LIMITED and crossed Ale payee only Cheque(s)Demand draft(s) may be drawn on any scheduled bank and payable at Delhi
6 Mr Vineet Gupta as authorised representative of the Company will issue the Acknowledgement Slip (appearing below the Application Form) as acknowledgement of receipt of applications No separate receipt will be issued
7 You should mention your Permanent Account Number or the GIR number allotted under Income- Tax Act 1961 and the Income-Tax CirclelWardlDistrict In case where neither the PAN nor GIR number has been allotted the fact of non-allotment should be mentioned in the application form in the space provided
8 The application would be accepted as per the terms of the issue outlined in the Information Memorandum Disclosure DOC~fii
r1- -~0 gt tl~~ ~gt
j )j~ (~~ ~O
~ shy
Page 60 of60
Mr Amit Gupta - Joint Managing Director Mr Amit Gupta son of Mr Vijay Gupta aged 32 years is young talented and has great business sense He has coordinated and developed several real estate projects in Gurgaon and adjoining areas Mr Amit Gupta has negotiated several land deals to the benefit of the company and is an expert in such deals
He is working out the details with architect to start the proposed housing project in the next couple of months He is in advance stage of negotiation for several other projects of the group
Mr Amit Gupta has a vision to make ORRIS a name to reckon with by providing real estate solutions to all and set bench mark constantly for itself and evolve a strategy of transparency and credibility
ISSUER PROFILE
1 Brief summary of Business Strength and Strategy Named after an extraordinary flower known for its fragrance Orris believes in leaving an everlasting fragrance in the minds of its customers stakeholders and society at large Orris is driven by passion and qUality At Orris we strive for perfection Our services range from real estate to energy from hospitality to education golf and much more Corporate social responsibility is embedded in our DNA Our journey is guided by a strong vision unshakable foundation and driven by quality and excellence service focused towards serving and offering our customers more than they expect Mr Vijay Gupta began his journey when he laid the foundation for Orris in 2008 His dream to usher India into a new era prompted him to found Orris From being a land consolidator and financier to starting his own real estate division he has come a long way scripting successes on his way Owing to his spectacular endeavors the company has been honored by the industry with the award prestigious Emerging Residential Infrastructure Company of Year 2010
Orris has had a great spell in the last three years Foundations for some of the ambitious projects were laid and a few have reached their finishing stage Apart from its foray into real estate Orris has made inroads into energy hospitality golf and education
At Orris we want to leave you with an everlasting experience Because you deserve the best Discover a fresh lease of quality life with Orris whether it is Real Estate Energy Hospitality Golf or Education We are passionate committed and driven
2 Main objects of the Company The main objects of the Company contained in its MOA are
bull To undertake and carry on the business of construction purchase sell and develop any type of property whether residential commercial industrial rural or urban whether belong to the company or any other person To develop erect and construct commercial properties buildings houses shopping centers and to carry out civil and construction work of every description and to improve repair renovate transfer charge assign let out hire sublet or sublease all type of lands plots buildings offices flats warehouses godown shops building banquet halls tenements and immovable properties whether freehold or lease hold of any nature and description
bull To carry on the business as owners builders developers promoters proprietors civil contractors of industrial commercial and residential properties colonies mills workshop buildings cinema houses and to deal in all kinds of immovable properties whether belonging to the company or not
bull To act as agent for purchasing selling and letting on hire land agricultural land and houses multi-stored commercial or residential building on commission basis To acquire land for the construction of multistoried buildings and to license the flats therein on suitable terms and conditions
bull To carry on the business of contractors dealers commission agents brokers consultants representatives and middlemen of properties To act as advisors andor consultants on all matters relating to the construction business town planning landscape architecture structural engineers and to prepare complete scheme drawings plans and estimates and to provide technical know-how in India or abroad
3 A brief history of the Company since inception
Incorporation details The Company was incorporated on July 26 2006 as a private limited company vide Certificate of Incorporation issued by Registrar of Companies of National Capital Territory of Delhi amp Haryana bearing Corporate Identity Number U70 109DL2006PTC 151295
Authorized 50000000 Equity shares of ~ 10- each 500000000shyIssued Subscribed amp Paid Up 29790000 Equity shares of ~ 10- each
flleT HMMUCiiWAJMWPiiliMNiI JI-
Date of Increase Incorporation
September 52007
December 1 2007
July 25 2012
Alteration The authorized share capital of the Company at the time of incorporation was ~ 500000- (Rupees five lakhs only) divided into 50000 (fifty thousand) equity shares of~ 10- (Rupees ten only) each
The authorized share capital of the Company was increased from ~ 500000 - (Rupees five lakhs only) to ~ 10000000- (Rupees one crore only) divided into 1000000 (Ten Lakh) equity shares of ~ 10- (Rupees ten only) each
The authorized share capital of the Company was increased from ~ 10000000- (Rupees one Crores only) to ~ 100000000 - (Rupees ten crore only) divided into 10000000 (one crore) equity shares of ~ 10- (Rupees ten only) each
The authorized share capital of the Company was increased from ~ 100000000- (Rupees Ten Crores Only) divided into 10000000 equity shares of ~ 10- (Rupees Ten Only) each to ~ 500000000shy(Rupees Fifty Crores Only) divided into 50000000 equity shares of~ 10- (Rupees Ten Only)
Date of Allotment
July 26 2006
October 222007
January 9 2008
March 21 2009
June 26 2012
August 82012
March 16 2013
No of Shares and Face Value
10000 Shares of ~ 10 each
500000 Shares of ~ 10 each
800000 Shares of ~ 10 each
2000000 Shares of~ 10 each
1655000 Shares of~ 10 each
19860000 Shares of ~ 10 each
4965000 Shares of~ 10 each
Amount per
share 10
10
10
10
10
10
10
Capital (~)
100000shy
5000000shy
8000000shy
20000000shy
16550000shy
198600000shy
ubullbull _bullbullbull ~-~_______~__________________
Sr Name of No the
Shareholder
Vijay Gupta1
Amit Gupta2
Sumit 3 Gupta
Kusum 4 Gupta
Mamta 5 Gupta
Pooja Gupta6
Ms Vijay 7 Gupta (HUF)
Ms Amit 8 Gupta (HUF)
Ms Sumit 9 Gupta (HUF)
Address
C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058
C-3260 Janakpuri New Delhi 110058
C-3260JanakpuriNew Delhi 110058
C-3260 Janakpuri New Delhi 110058
2681100
2681100
2085300
2383200
2383200
2383200
5064300
5064300
5064300 10
No of Amount Type shares per of
Share Shares
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
Equity
4 Debt-equity ratio prior to and after issue of Debentures
(Amounts in~)
Debt 2652702404 4652702404 Equity 368205693 368205693 Debt-Equity Ratio 720 1264
1 The figures are as per provisional accounts for the [mancial period ending September 272013 The figures are as per provisional accounts for the financial period ending 27th September 2013 3114--bull
includes debenture issued 200 secured redeemable Non-Convertible Debenture of 2000000qQ9t~~(9~
(Rupees Two Hundred Crores only) to be raised through present Issue of Debentures f - ~ ~_ (5 ~I
Page 1~ ~~~~j ~~~-j5-~
2
FINANCIAL HIGHLIGHTS OF THE COMPANY 3
Provided below are highlights from March 31 2013 and March 312012
-
PARTICULARS
Shareholders Funds Share Capital Reserves and Surplus Non-Current Liabilities Long-Term Borrowings Other Long Term Liabilities Long Term Provisions Current Liabilities Short-Term Borrowings Trade Payables Other Current Liabilities Short-Term Provisions TOTAL Non-Current Assets Fixed assets (i) Tangible assets (ii) Intangible assets (iii) Capital work-in-progress
Non-current investments Deferred Tax Assets (Net) Long term loans and advances Current assets Inventories Trade Receivables Cash and Cash Equivalents Short-Term Loans and Advances TOTAL
Profit amp Loss Statement Income From Operations Expenditure Profit Before Tax Provision For Tax NET PROFIT
the Companys balance sheet as on
AS AT AS AT
31032013 31032012 -
(In t) (In t)
297900000 33100000 213213781 387605693
833881405 1163249172 113701597 104516080
3716055 2624152
1043912351 511881321 318959605 500619871
7230525889 6415810732 2987458 middot12901961
10058798141 9132308982
41142649 84146355 1804455 1364419
10535400 shy8181894 8298894 5484172 6174926
211337362 637591171
3033819766 2432400222 - 14337455
325475165 554273019 6421017278 5393722521
10058798141 9132308982
FY 2013 FY 2012 3813273647 2063682309
3670103696 1960640137 143169951 103042172 51380355 54143420
90408088 54024176
3 The above given figures are duly audited by auditors of the company
OFFER DETAILS
1 Details of debt securities issued and sought to be listed The securities proposed to be issued pursuant to this Information Memorandum Disclosure Document will be listed on WDM of the BSE
2 Nature of Instrument Senior Secured Cumulative Redeemable Non-Convertible Debentures issued on a private placement basis
3 The Issue size The Company proposes to issue 200 Secured Cumulative Redeemable Non-Convertible Debentures having Face Value of ~ 10000000shy(Rupees One Crores only) each having aggregate face value of ~ 2000000000- (Rupees Two Hundred Crores only)
4 Face Value Each Debenture has a face value of ~ 10000000- (Rupees One Crores only) per Debenture
5 Redemption The outstanding amount of the Debentures shall be repaid in monthly installments payable as per the Payment Schedule
Unless redeemed earlier m accordance with this Information Memorandum Disclosure Document and the terms of the Security Documents the Debentures shall stand redeemed on payment of the final installment as per the Payment Schedule The redemption shall apply to each Debenture uniformly Any redemption of Debentures by the Company shall be proportionate redemption of all the Debentures collectively through reduction in face value of each Debenture
In the event of a default as defined in the Debenture Trust Deed the Debenture Trustee (on instructions from the Debenture holders) can exercise a put option on the Promoters to buy back the entire outstanding Debentures
6 Tenor Forty Eight (48) months from the Deemed Date of Allotment ending on the last Due Date unless redeemed earlier in accordance with the terms of the Debenture Trust Deed
7 Interest Rate The Debentures will carry an interest at the rate of 20 (Twenty percent) per annum payable monthly (subject to deduction of tax at source if applicable at the rate prevailing from time to time under the provisions of the Income Tax Act 1961 or any other statutory modifications or reshyenactment thereof for which a certificate will be issued by the Company-_ on the outstanding principal amount of Debentures and(other-~~
i ( y page~f )~
- -
-
Outstanding Amounts throughout the tenure of the Debentures till final redemption as per Payment Schedule
Interest payable on the Debentures shall accrue on a day to day basis and shall be computed on the basis of 365 (Three Hundred Sixty Five) days divided equally for each of the twelve calendar months
8 Payment Mechanism Payments towards interest and towards repayment of the outstanding amount of Debentures shall be made by way of drafts cheques credit through RTGS mechanism on the Due Dates to those Debenture holder(s) whose names appear on the list of beneficiaries provided by the Depositories to the Issuer Such payments shall be made from the Escrow Account in the manner specified in the Debenture Trust Deed The names would be as per the Depositories records on the relevant Record Date fixed for the purpose of such payments as provided in this
Information Memorandum Disclosure Document In case of those Debentures for which the beneficial owner is not identified by the Depository as on the Record Date the Issuer would keep in abeyance the payments till such time that the beneficial owner is identified by the Depository and conveyed to the Issuer whereupon the payments will be paid to the beneficiaries as identified
In case the Due Date falls on a day which is not a Business Day then the payment due shall be made on the succeeding Business Day
9 Security The principal amount of the Debentures together with any interest accrued thereon and other Outstanding Amounts Debenture Trustees remuneration and all costs charges expenses and all other monies due in respect of the Debentures and or under the Transaction Documents shall be secured by the Obligors by
a First and exclusive charge on all receivables from the Project through the Deed of Hypothecation together with the Escrow Agreement and such charge will be superior to any other claims on the Project receivables
b First and exclusive charge on all amounts lying to the credit of the Escrow Account under the Deed of Hypothecation
c First and exclusive charge by way of equitable mortgage on the Commercial Property (Mortgaged Property) through execution of a registered Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property in favour of the Debenture Trustee together with a declaration cum undertaking from CDPL declaring the creation of mortgage by deposit of title deeds of the Commercial Property in terms of the memorandum of entry
d Equitable mortgage and exclusive charge over FSI equivalent to 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of the Commercial Project together with all the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
e Exclusive charge over all the rights title interest benefits claims demands of any nature whatsoever of the Company under andor in respect of the CDPL Collaboration Agreements for development and construction of the Commercial Colony and the entire FSI in the Project along with proportionate undivided interest in the underlying land and without limitation the following
(i) the right to compel performance thereunder and to substitute or be substituted for the Company thereunder and to substitute and be substituted thereunder for the Company thereunder and
(ii) to commence and conduct either in the name of the Company or in its own name or otherwise any proceedings against any person in respect of any breach of the CDPL Collaboration Agreements and
(iii) all claims of the Company including in any proceedings against all or any such persons to any amounts owing to or received by the Company thereunder and
(iv) the rights and benefits of all Approvals to the extent capable of assignment together with the right to further assign any of the CDPL Collaboration Agreements and such Approvals to any Person
(v) Pledge of shares representing the entire issued and paid up share capital of CDPL under the Deed of Pledge
(vi) Personal Guarantee of Sh Vijay Gupta Sh Amit Gupta and Smt Kusum Gupta and
(vii) Cheques
CDPL has consented to creation of charge over the entire FSI to the extent of 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of t
The said security shall be created in favor of the Debenture Trustee on or by the Deemed Date of Allotment
Obligors will ensure that market value of the above mentioned security will be at all times equal to the face value of the outstand~icitZt~ Debentures tp ---YZoltgtl
lSI r~
i~ ~r)Page 22 oK~-_
~~-___i
10 Board Authority The private placement of Debentures under this Information Memorandum Disclosure Document is being made pursuant to the resolution of the Board of Directors of the Company at its meeting held on June 24 2013
11 Rating and rating rationale ICRA has assigned a ICRA B+ (pronounced as ICRA B plus) rating to debentures programme of the Company to the extent of ~
2000000000- (Rupees Two Hundred Crores only) vide letter ref no DRAT2013-140-362 on May 212013 and revalidated vide letter ref no DRAT2013-140-363 on August 222013 The long-term rating carries a stable outlook A copy of the rating letter and its rationale from ICRA is enclosed as Annexure 4_ to this Information Memorandum Disclosure Document
12 Details of utilisation of the Issue Proceeds Our Board of Directors certifies that the proceeds of the Issue of Debentures shall be utilized for the general corporate purposes of the Company
13 Minimum Number of Debentures for Subscription The application must be made for a minimum of one (1) Debenture and in multiple of one (1) Debenture thereafter There is no maximum limit on the application
14 Listing The Debentures are proposed to be listed on the WDM segment of the BSE the details of which are provided below
The Bombay Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400001 Phone 91 22 227212334 Fax 91 22 22721919
The COJpany shall make an application to the BSE to list the Debentures to be issued and allotted pursuant to this Information Memorandum Disclosure Document and shall take all necessary steps to complete all the formalities relating to listing of the Debentures within 15 (fifteen) days from the date of closure of the Issue Date If such permission is not granted by the BSE within 15 (fifteen) days from the date of closure of the Issue or where such permission is refused by the BSE before the expiry of the 15 (fifteen) days from the closure of the Issue the Company shall at the option of the Debenture holders repay with interest (at the applicable Interest Rate) all monies received by it If the Company fails to repay such monies within 5 (five) days after the Company becomes liable to repay it then the default interest (at the applicable Default Interest Rate) shall also apply to the amount payable
by the Company over and above the applicable interest iP~d (OS4( i~
Page 23~~ ~Sl-C ~-_-)to ~--i-~-~
In connection with listing of Debentures with BSE the Company hereby undertakes to comply with all requirements of the Act applicable SEBI rules and regulations including Securities and Exchange Board of India (Issue and listing of Debt Securities) Regulation 2008 and the listing agreement with BSE
15 Market Lot The minimum lot size for trading of the Debentures on the Stock Exchange is proposed to be one (1) Debenture
16 Underwriting of the Issue The present Issue of Debentures has not been underwritten
17 Tax Benefits The Debenture holder(s) are advised to consider in their own case the tax implications in respect of subscription to the Debentures after consulting their respective tax advisor
18 Governing Law The Debentures shall be construed to be governed in accordance with the laws of India Any dispute arising thereof will be subject to exclusive jurisdiction of the courts in Delhi Over and above the aforesaid terms and conditions the said Debentures shall be subject to the terms and conditions of the Security Documents
19 Debenture Redemption Reserve The Company hereby agrees and undertakes to create a debenture redemption reserve as per the provisions of the Security Documents the Act and the rules regulations notifications and circulars issued by the Ministry of Corporate Affairs and if during the currency of these presents any guidelines are formulated (or modified or revised) by the Central Government or any government agency or corporation having authority under Law in respect of creation of debenture redemption reserve applicable to the Debentures the Company shall duly abide by such guidelines and execute all such applicable supplemental letters agreements and deeds of modifications as may be statutorily required by the Debenture holders or the Debenture Trustee
20 Undertaking to use a Common Form of Transfer The issue of Debentures shall be made in dematerialized form only and no Debentures will be issued in physical form However the Company will use a common transfer form for physical holdings if at a later stage there is any holding in physical form due to the depository giving any Debenture holder the option to rematerialize the Debentures
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
The following contracts documents not being contracts entered into in the ordinary course of business carried on by the Company or entered into more than two years before the date of this Information Memorandum Disclosure Document which are or may be deemed material have been entered into by the Company These material contracts or documents may be inspected at the Registered Office of the Issuer from 1000 am to 100 pm on all working days from the date of this Information Memorandum Disclosure Document until the date of closure of this Issue
Material Contracts 1 Copy of the letter from Skyline Financial Services Private Limited to the
Company giving their consent to act as the Registrar and Transfer Agent to the Issue
2 Copy of letter from ILampFS Trust Company Limited to the Company giving their consent to act as the Debenture Trustee to the Issue
Material Documents L Memorandum and Articles of Association of the Company as amended
from time to time
2 Credit rating letter from ICRA Limited
3 Copy of Certificate oflncorporation of the Company dated July 262006
4 Certified true copy of the resolution dated June 24 2013 approving the issue of Debentures and creation of securities on the term and conditions stated in this Information Memorandum Disclosure Document
5 Copy of Tripartite Agreement dated 17-02-2011 between the Company the Registrar and Transfer Agent and the CDSL (Depository)and Copy of Tripartite Agreement dated 03-03-2011 between the Company the Registrar and Transfer Agent and the NSDL (Depository)
6 Copies of Audited Financials of the Company for the last three financial years
DISCLOSURE ON EXISTING FINANCIAL INDEBTNESS
1 Details of Secured Borrowings4
Ao The secured loans of the Company outstanding as on March 312013 is as follows
(Amount in f)
Details of Vehicle Loans Axis Bank October 27 1390055 EMI Start date- Hypothecated to Limited 2010 December 10 2010 Axis Bank (BMW) Closure date- Limited
November 10 2013 HDFC March 09 2472342 EMI Start Date Hypothecated to Bank 2012 April 052015 HDFC Bank Limited Closure Date - April Limited (BMW) 052015
None of the above loans is secured against any of the security (as detailed in Offer Details section above)
B The Secured Debentures of the Company outstanding as on March 312013 are as under
ILampFS Secured 17 Monthly 1 14th part of the first floor Trust Redeemable installment (without Roof Right) being 45 Company Non- pa s Start sq yards out of 180 sq yards of Limited Convertible date- the first floor constructed on
Debentures 2205201 free-hold land bearing plot No Series shy I of 1 RZ-D-5 First Floor Mahavir aggregate Closure Enclave New Delhi -110045 face value of dateshy admeasuring 180 sq yards out 2202201 ofkhasra number 8314 35000000 4 situated in the area of village 0- (Rupees Palam now known as Mahavir Thirty Five Enclave Block -D New Delhi-Crores) 110045 issued at a discount of 2 Mortgage assignment of all the 17513shy rights title and interest
4 The figures are as per the audited balance Sheet for the financial year ending March 31 2013
----- shy
(Rupees whatsoever of the Company in Seventeen to under andor in respect of Thousand the collaboration agreements Five dated 27102007 and Hundred 01072010 executed with CDPL and Thirteen for development and only) on the construction of the Commercial face value Complex and sale of FSI to the (being ~ extent of 625000 Sq Ft along 10000001- with proportionate interest in (Rupees Ten the underlying land inl of the Lakhs only)) Commercial Complex of each debenture 3 Out of the total sanctioned FSI
of 702871 Sq Ft of Commercial Complex mortgage and charge over FSI equivalent to 625000 Sq Ft including prorata share over all that piece and parcel of free hold land admeasuring 95 acres (approx located at Sector 82A Gurgaon Haryana India over which the Commercial Complex is proposed to constructedI developed together with proportionate buildings and structures thereon AND the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
4 Pledge of entire issued equity share capital of CDPL
5 Post-dated cheques
6 Personal Guarantee of the Promoter viz Mr Vijay Gupta
ILampFS Secured 17 Monthly 1 114th part of the first floor Trust Redeemable installment (without Roof Right) being 45 Company Non- pa s Start sq yards out of 180 sq yards 0 f Ltd Convertible date- the first floor constructed on
Debentures 1506201 free-hold land bearing plot No Series - II of 1 RZ-D-5 First Floo~ M~ct[~ aggregate Closure Enclave New DelhI -11
-_ ()-4~-----
ltshy -
---- ----- ---------------shyface value of date- admeasuring 180 sq yards out ~ 1505201 of khasra number 83 14 42500000 4 situated in the area of village 0- (Rupees Palam now known as Mahavir Forty Two Enclave Block -D New Delhi-Crares) Fifty 110045 Lakhs
2 Mortgage assignment of all theissued at a rights title and interestdiscount of ~ whatsoever of the Company in58065shyto under andor in respect of(Rupees Fifty the collaboration agreementsEight dated 27102007 andThousand 01072010 executed with CDPLSixty Five for development andOnly) on the construction of the Commercialface value Complex and sale of FSI to the(being ~ extent of 625000 Sq Ft along1000000 shywith proportionate interest in(Rupees Ten the underlying land in of theLakhs only)) Commercial Complexof each
debenture 3 Out of the total sanctioned FSI of702871 Sq Ft of Commercial Complex mortgage and charge over FSI equivalent to 625000 Sq Ft including prorata share over all that piece and parcel of free hold land admeasuring 95 acres (approx) located at Sector 82A Gurgaon Haryana India over which the Commercial Complex is proposed to constructed developed together with proportionate buildings and structures thereon AND the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
4 Pledge of entire issued equity share capital of CDPL
5 Post-dated cheques
---6 Personal Guarantee of the Promoter viz Mr Vijay(qtipta
1
IDEI Trusteeshi p services Limited
Secured Redeemable Optional Convertible Debentures of aggregate face value of
80000000 0- (Rupees Eighty Crore Only) on the face value (being 5000000shy(Rupees Fifty Lakhs only)) of each debenture
Qu art erly Co u po n Rat e of 55
The company shall be obliged to redeem the OCDs in four equal installment s starting from march 31 2014 over a period of 6 (six) financial quarters (the first such financial quarter ending on March 31 2014) such that the OCDs are completely redeemed on June 302015
(i) First sole amp exclusive charge by way of(a) equitable mortgage on the Mortgaged Security Property I and (b) equitable mortgage on the Mortgaged Security Property II
Mortgaged Security Property-I shall mean 23268 acres out of the larger property being the aggregate of 19218 acres (forming part of 25018 acres of land for which License is in place) and the 405 acres for which letter of intent is in place along with the proportionate floor space index and all present and future buildings and structures constructed thereon and all the rights title and interest of the Company and the concerned group housing project landowners over such property excluding 404 (four hundred and four) number of units constructedto be constructed over the aforesaid 19218 acres as more particularly detailed III the transaction documents
Mortgaged Security Property-II shall mean 696 acres out of the security property-II 1004 acres of acquired land in Sector 85 Gurgaon Haryana along with the proportionate floor space index and all present and future buildings and structures constructed thereon and all the rights title and interest of the Company and the concerned group housing project landowners over such property
(ii) first sole and exclusive charge on present and future basis by way of hypothecation on the relevant group housing _poject
-------------------------~----------~-----------------------------receivables from time to time and monies lying and credited into the escrow accounts at any point in time including any fIxed deposits created in accordance with the escrow account agreement out of such monies from time to time together with all and any interest accruing in respect thereof and
(iii) The issuance of personal guarantees by the Promoters in favour of IDBI guaranteeing the fulfIllment of the secured obligations
The NCD Series - I were fully redeemed on July 272013
2 Details of Unsecured Borrowings5
The unsecured loans of the Company outstanding as on March 31 2013 follows
(in ~)
Loan from Body Corporate Flair Exports Pvt Ltd Seh Realtors Pvt Ltd Citland Commercial and Credits Ltd Delhi Brass and Metal Works Pvt Ltd Span India Pvt Ltd Loan Directors Shareholders and their Relatives Amit Gupta-Loan Taken Vijay Gupta (Loan Taken) Amit Gupta (HUF) Green Bay Infrastructure Pvt Ltd Kusum Gupta Mamta Gupta Pooja Gupta Vijay Gupta(HUF)
5000000000 10000000000 16670000000 6670000000
11670000000
2850848000 7929999985
20000000 32146887100
2466000000 5625400000 3250000000
92100000
5 The figures are as per audited financial for the financial year ending March 31 2013
Page 300[60
3 Details of Bank Guarantee6
Bank Guarantee by the Company in respect of Orris Business Square - 95 Acres
ICICI Bank 1 Limited June 182010
Issued by ICICI Bank June 182010 and Valid till October 28 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 2 Bank Ltd Jan 03 2013
ICICI Bank 3 Limited February 232011
Director Town and Country Planning Chandigarh
Director Town and Country Planning Chandigarh Haryana State Pollution Control Board
62946450 October 282012
5938000 October 272014
3750000 February 222016
Bank Guarantee by the Company in respect of Carnation Residency Aster Court Aster Court premier amp Villas 33 -25018 Acres
Issued by ICICI Bank on September 232008 amendment dated September 102010 and valid till September 22 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 4 Bank Ltd September 222012
Issued by ICICI Bank on September 23 2008 amendment dated September 102010 and valid till September 22 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 5 Bank Ltd September 222012
Director Town and Country Planing Chandigarh 111524000
September 222014
Director Town and Country Planing Chandigarh
6 The figures are as per audited accounts for the financial year ending March 31 2013
Page 31 0[60
--
----- --- - shyIssued by ICICI Bank on December 16 2010 and expiry date is Dec 15 2015 but we close it Haryana with ICICI Bank and a State fresh guarantee was Pollution
ING Vysya issued by ING Vysya Control January 6 Bank Ltd bank on 23012013 Board 5000000 142016 Bank Guarantee by the Company in respect of Spring Homes middot10043 Acres
Director Town and Country
ING Vysya Planing September 7 Bank Ltd September 32012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 8 Bank Ltd September 3 2012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 9 Bank Ltd September 32012 Chandigarh 13112500 22016
Director Town and Country
ING Vysya Planing September 10 Bank Ltd September 32012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 11 Bank Ltd September 3 2012 Chandigarh 14752500 22016 Bank Guarantee by the Company in respect of Carnation Residency Aster Court Aster Court premier amp Villas 33 -405 Acres
Director Town and Country
ICICI Bank Planing August 71 12 Limited August 8 2011 Chandigarh 21632230 2015
Director Town and Country
ICICI Bank Planing August 7 13 Limited August 8 2011 Chandigarh
---shy5062~~t ~~015
6ltC [-I_i ~~-
I cel i Ieshy -
Note ~
10 Bank Guarantee of 35 Crore is issued by ING Vysya Bank 2 ING Vysya Bank has given counter guarantee against BG of 21632230
amp 5062500 issued for Aster Court Carnation Residency Aster Court Premier amp Villas 33 ING has given counter guarantee for 62946450 amp 3750000 issued for OB8
3 In OB8 all payment of EDC has been made so BG of 62946450 will be released which is already expired
4 Bank guarantee issued by ING Vysya bank is on 10 cash margin on fIxed deposit
5 Security offered against 35 Cr Bank guarantees issued by ING Vysya Bank is following
Orris HQ(J-I0S DLF Phase-II(Gurgaon)-Given as collateral security Janakpuri (C-3260 New Delhi)-Given as collateral security
4 Particulars of debt securities issued (i) for consideration other than cash whether in whole or in part (ii) at premium or discount or (iii) in pursuance of an option
The Company confIrms that save and except the following given below company has not issued any debt securities (i) for consideration other than cash whether in whole or in part (ii) at premium or discount or (iii) in pursuance of an option
bull NCD-I at discount
bull NCD-II at discount bull OCD in pursuance of an option
5 Servicing behavior on existing debt securities payment of due interest on due dates on term loans and debt securities
The Company hereby confIrms that
1 it has been servicing all its principal and interest on time and there has been no subsisting delay or default since its incorporation
Ii there is no subsisting default in repayment redemption of any of its borrowings nor has the Company affected any kind of roll over against any of its borrowings in the past
6 That the permissionconsent from the prior creditor for a second or pari passu charge being created in favor of the trustee to the proposed issue has been obtained
The existing mortgage over the Co~mercial Property s~all be ~leared~tT~l the Company and a no dues certifIcate shall be obtamed pnor ~~tMe -~0--o Deemed Date of Allotment Accordingly the Company hereby cott(rms 1
If) J -~ ~ 1( D gt~
Page 33 6 ~
that it does not require any consent permission to create security in relation to the Debentures as stipulated in this Information Memorandum Disclosure Document and the Security Documents
7 Any material eventdevelopment or change at time of issue or subsequent to the issue which may affect the issue or the Investors decision to invest continue to invest in the debt securities
Directors of the Company represent that there have been no material developments at the time of issue or subsequent to the issue which would materially and adversely affect or are likely to affect the business of the Company or the value of its assets or its ability to pay its liabilities
OTHER INFORMATION AND ISSUE PROCEDURE
The Debentures being offered as part of the Issue are subject to the provisions of the Act the Memorandum and Articles of Association of the Issuer the terms of this Information Memorandum Disclosure Document Application Form and other terms and conditions as may be incorporated in the Debenture Trust Deed and other Security Documents
Issue of Debentures in Dematerialised Form The Debentures will be issued in dematerialized form The necessary arrangements are being made with the Depositories for the issue of the Debentures in dematerialised form Investors will have to hold the Debentures in dematerialised form as per the provisions of Depositories Act 1996 The Company shall take necessary steps to credit the Debentures allotted to the depository account of the Investor
Trustee for the Debenture holder(s) The Issuer has appointed ILampFS Trust Company Limited to act as trustee for the Debenture holder(s) The Issuer and the Debenture Trustee intend to enter into the Debenture Trust Deed inter alia specifying the powers authorities and obligations of the Debenture Trustee and the Issuer The Debenture Trustee shall act based on the provisions of the Debenture Trust Deed The Debenture Trustee will at all times protect the interest of the Debenture holder(s) in accordance with the Debenture Trust Deed
Resignation and Removal of Debenture Trustee The Debenture Trustee and the Company declares that they shall not revoke the Trust hereby declared till the Debentures are redeemed in full The Debenture Trustee may at any time without assigning any reason and without being responsible for any loss or costs occasioned thereby resign as the Debenture Trustee provided that they shall continue to act as Debenture Trustee until a successor trustee is appointed by the Company The Debenture Trustee may also be removed by majority Debenture holders without assigning any reason as per Debenture Trust Deed
Sharing of Information The Issuer may with the written consent of the Debenture holder(s) exchange share or part with any financial or other information about the Debenture holder(s) available with the Issuer with its subsidiaries and affiliates and other banks financial institutions credit bureaus agencies statutory bodies as may be required
Debenture holder not a Shareholder Subject to the Debenture Trust Deed the Debenture holder(s) shall not be entitled to any right and privileges of shareholders other than those available
to them under the Act The Debentures shall not confer upon the Debentt5~r)(~IifI~
holders the right to receive notice(s) or to attend and to vote at any ge111- ~~ meeting(s) of the shareholders of the Issuer (5[ )~
r-)e i3 gt ~
Page 35 of 60--gt
Modification of Debentures or Information Memorandum Disclosure Document The Issuer may make modifications in the Information Memorandum Disclosure Document only upon receiving consent from the Debenture Trustee who in turn shall seek approval from majority Debenture holder(s)
Notices Any notice may be served by the Issuer upon the Debenture holders through post email fax or personal delivery addressed to such Debenture holder at his her registered address and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof All notice(s) to be given by the Debenture holder(s) shall be sent by post or email or fax or by hand delivery to the Issuer or to such persons at such address as may be notified by the Issuer from time to time through suitable communication and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof or at the expiry of the 3 rd day from the date such notice is dispatched whichever is earlier All correspondence regarding the Debentures should be marked Private Placement of Debentures
All notices from the Issuer shall be sent to the Debenture Trustee with copies to the Debenture Holders All notices to be sent by the Debenture Trustee to the Issuer andor the Promoters shall first be sent to the Debenture Holders for Debenture Holder Approval in terms of the Debenture Trust Deed The Debenture Trustee shall ensure and procure that any notice received by the Debenture Trustee from the Issuer andor the Promoters is shared by the Debenture Trustee with all the Debenture Holders of the Issuer within a period of 2 (two) Business Days from the date of receipt of such notice and in every event before the Debenture Trustee responds to such notice
Issue Procedure Only Eligible Investors as given hereunder may apply for the Debentures by completing the application form in the prescribed format as attached in Annexure 7 (Application Form) in BLOCK LETTERS in English as per the instructions contained therein The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the Application Form No application can be made for a fraction of a Debenture Application Forms should be duly completed in all respects and applications not completed in the said manner are liable to be rejected
The name of the applicants bank type of account and account number must be duly completed by the applicant This is required for the applicants own safety and these details will be printed on the refund orders and interest redemption payments c~~ F~~~gt
~ll ~~
~( ~ )~~Jy 11 ~
~ ~
Page 36 of60-~-~ ~
The Application Form must be accompanied by either demand draft(s) or cheque(s) drawn or made payable in favour of the Issuer or otherwise as may be set out in the Application Form and crossed Account Payee Only Cheque(s) or demand draft(s) may be drawn on any bank including a coshyoperative bank which is a member or a sub-member of the New Delhi Bankers Clearing House located If permitted the applicant may transfer payments required to be made in relation to any by electronic transfer of fundsRTGS to the bank account of the Issuer as per details mentioned in the Application Form
Application Procedure Eligible Investors will be invited to subscribe by way of the Application Form prescribed in the Information Memorandum Disclosure Document during the period between the Issue opening date and the Issue closing date (both dates inclusive)
Fictitious Application As a matter of abundant caution and although not applicable in the case of debentures attention of applicants is specially drawn to the provisions of sub-section (I) of Section 68A of the Act
Any person who (a) makes ina fictitious name an application to a company for acquiring or subscribing for any shares therein or (b) otherwise induces a company to allot or register any transfer of shares therein to him or any other person in a fictitious name shall be punishable with imprisonment for a term which may extend to five years
Basis ofAllotment The Investors will be required to remit the funds as well as submit the duly completed Application Form along with other necessary documents to Issuer by the Deemed Date of Allotment Deemed Date of Allotment for the Issue is 23-10-2013 by which date Investors would be intimated of allotment
Record Date The date falling seven days prior to the Due Date or if it happens to be a holiday then the immediately succeeding Business Day shall be the Record Date
Eligible Investors Only those Investors who have been addressed through a communication directly are eligible to apply No other Investor can apply All Investors are required to comply with the relevant regulationsguidelines applicable to them for investing in this issue of Debentures
Note Participation by potential Investors in the issue may be subject to statutory andor 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 ~egulatory requirements applicable t them inclu~i~~lctUi~ exchange controls and other requIrements Applicants ought to seek Independent l~~ -~lti and regulatory advice in relation to the laws applicable to them rtf ~t
Page 37 o~-) ~~
Application under Power of Attorney Original power of attorney or the relevant authority together with its certified true copy as the case may be along with the names and specimen signatures of all the authorized signatories and the tax exemption certificate document if any must be lodged at time of submission of the completed Application Form Further modifications additions in the power of attorney or authority should be notified to the Company at its registered office
Procedure for applying for Dematerialised Facility
I The applicant must have at least one beneficiary account with any of the Depository Participants of NSDLCDSL prior to making the application
2 The applicant must necessarily fill in the details (including the beneficiary account number and Depository Participants ID) appearing in the Application Form under the heading Details for Issue of Debentures in ElectronicDematerialised Form
3 Debentures allotted to an applicant will be credited directly to the applicants respective beneficiary account(s) with the Depository Participants
4 For subscribing to the Debentures names in the Application Form should be identical to those appearing in the account 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 in the Depository
5 Non-transferable allotment advicerefund orders will be directly sent to the applicant by the Registrar and Transfer Agent to the Issue
6 If incompleteincorrect details are given under the heading Details for Issue of Debentures in ElectronicDematerialised 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
7 For allotment of Debentures the address nomination details and other details of the applicant as registered with hisher DP shall be used for all correspondence with the applicant The applicant is therefore responsible for the correctness of hisher demographic details given in the Application Form vis-a-vis those with hisher Depository Participant In case the information is incorrect or insufficient the Issuer would not be liable for the losses if any
8 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 t- ~gti)L~-~(i ~page380~ ~
~nmiddotmiddotmiddotmiddot-middotmiddotmiddotmiddot ~lt---plusmn
Documents to be provided by Eligible Investors
Investors need to submit the following documentation as applicable
Memorandum and Articles of Association or other constitutional documents
Resolution power of attorney authorising investment
Specimen signatures of the authorised signatories duly certified by an appropriate authority
bull SEBI registration certificate (if applicable)
Copy ofPAN Card to be submitted
bull Application fonn (including RTGS details)
Mode of Payment All payments must be made through cheque(s)draft(s)transfersRTGS as set out in the Application Form
Depository Arrangements The Company has appointed Skyline Financial Services Private Limited as the Registrar and Transfer Agent for the present Issue and the Company shall make necessary depository arrangements with CDSL and NSDL for issue and holding of Debentures in dematerialised form
List of Beneficiaries The Issuer shall request the Depositories to provide a list of beneficiaries as at the end of the relevant Record Date This shall be the list which will be used for payments of interest or repayment of redemption monies or any other amounts payable on the Debentures as the case may be
Effect of Holidays Should any of the dates defined above or elsewhere in this Information Memorandum Disclosure Document (except the Deemed Date of Allotment) fallon a day other than a Business Day the immediately succeeding Business Day shall be considered as the effective date(s) In case Record Date book closure date falls on a day other than a Business Day the Business Day the succeeding day shall be the record date book closure date
Tax Deduction at Source Tax as applicable under the Income Tax Act 1961 or any other statutory modification or re-enactment thereof will be deducted at source on the interest payable on the Debentures Tax exemption certificatedocumentform under section 193 of the Income Tax Act 1961 if any must be lodged at th~ Registered Office of th~ Issuer at least fiftee~~~middot(iJ2~~ (15) days before the relevant mterest payment becommg due (~ 1
i t IJ W7i$0 ~---Page 39 of 6O____~ti-----
Letters of Allotment The Issuer shall issue a Letter of Allotment to each Debenture holder on the Deemed Date of Allotment The Debentures will be subsequently credited in dematerialised form within 2 (two) Business Days from the Deemed Date of Allotment
Deemed Date of Allotment All the benefits under the Debentures will accrue to the Debenture holders from the date of receipt of the application monies The actual allotment may take place on a date other than the Deemed Date of Allotment
Refunds For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within seven days from the Deemed Date of Allotment of the Debentures 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
Joint Holders Where two or more persons are holders of any Debenture(s) they shall deem to hold the same as joint tenants with benefits of survivorship
Mode of Transfer Debentures shall be transferred subject to and in accordance with the rules procedure as prescribed by the NSDL CDSL Depository participant of the transferor transferee and any other applicable laws and the rules notified in respect thereof 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 Transferor shall give delivery instructions containing details of the transferees DP account in his depository participant
Succession In the event of demise of Debenture holder the Company will recognize the executor or administrator of the deceased Debenture holder or the holder of succession certificate or other legal representative as having title to the Debentures The Company shall not be bound to recognize such executor administrator or holder of the succession certificate or other legal representatives as having title to the Debentures unless such executor or administrator obtains probate or letter of administration or such holder is the holder of succession certificate or other legal representation as the case may be from a competent Court in India having jurisdiction over the matter The Company may in their absolute discretion where it thinks fit dispense with production of probate or letter of administration or succession ~--~gt
l
certificate or other legal representation in order to recognize such holder ~1 ~)t)
Page 40 of6~ Vv pound ~o-middot~-
bull ~f V
being entitled to the Debentures standing in the name of deceased Debenture holder on production of sufficient documentary proof or indemnity
Nomination In the event of however a deceased Debenture holder(s) having nominated any person entitled to be registered as the Debenture holder in the event of his death such nominee shall be registered as the Debenture holder in place of the deceased Debenture holder
Page 41 of 60 shy
OTHER REGULATORY AND STATUTORY DISCLOSURES
Stock Exchange Disclaimer Clause It is to be distinctly understood that filing of this Information Memorandum Disclosure Document with the Stock Exchange should not is any way be deemed or construed that the same has been cleared or approved by the Stock exchange The Stock Exchange does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue has been made or for the correctness of the statements made or opinions expressed in this Information MemorandumDisclosure Document
Listing Disclaimer The Debentures are proposed to be listed on the Wholesale Debt Market segment of the BSE The Company shall comply with the requirements of the listing agreement to the extent applicable to it on a continuous basis and shall complete all formalities relating to listing of the Debentures
Companys Disclaimer Clause The Company certifies that the disclosures made in this Information MemorandumDisclosure Document are generally adequate and III
conformity with SEBI Regulations Further the Company accepts no responsibility for statements made otherwise than in the Information MemorandumDisclosure Document or Security Documents or any other material issued by or at the instance of the Company and anyone placing reliance on any source of information other than this Information Memorandum Disclosure Document and the Security Documents would be doing at their own risk and the Company will not be liable for such reliance
Issue of Debentures in Dematerialised Form The Debentures will be issued only in dematerialized form The Issuer has made arrangements with the Depositories for the issue of the Debentures in dematerialized form Investors will have to hold the Debentures in dematerialized form as per the provisions of Depositories Act 1996
Consents ILampFS Trust Company Limited has given its written consent for its appointment as debenture trustee to the Issue under Regulations 4(4) of the SEBI Regulations and inclusion of its name in the form and context in which it appears in this Information Memorandum Disclosure Document __
4ti)~ ~ A )ro)
C
Page 42 of60
ANNEXURE 1 SUMMARY TERM SHEET
--------------------------------------------------------------------------- shyIssuer Orris Infrastructure Private Limited
Instrument Secured Cumulative Redeemable Non-Convertible Debentures
Total number of 200 NCDs Face Value ~ 10000000- (Rupees One Crore only) per Debenture
Issue Size ~ 2000000000- (Rupees Two Hundred Crores only)
Issue Price At its face value ie ~ 10000000- (Rupees One Crore only) per Debenture
Mode of Private Placement Placement Object of the The proceeds from the issue shall be utilized for the general Issue corporate purposes of the Company
Form of listed Dematerialised issuance Deemed Date of 23-10-2013 or any other date as decided by the Issuer Allotment
Tenor 48 (forty eight) months from the Deemed Date of Allotment
Redemption After expiry of the Moratorium Period the Issuer shall redeem the Debentures in equal monthly installments over a period of 33 (thirty three) months on each Due Date subject to premature redemption as permitted under the Debenture Trust Deed
Moratorium Period of 15 (Fifteen) months from the Deemed Date of Allotment Period Interest Rate Interest will be payable at the interest rate of 20 (Twenty percent)
per annum payable monthly on the Outstanding Amounts as per the Payment Schedule (refer Annexure 2 to this Information Memorandum Disclosure Document)
The first installment for interest payment shall also include an additional amount equivalent to 125 (one point two five percent) of the issue size (excluding any applicable taxes) to the Debenture holders in proportion to the Debentures held by them
Market Lot One (1) Debenture
Minimum Application
Early Repayment
Escrow Mechanism
------shy
Subject to the conditions specified in the Debenture Trust Deed (Premature Redemption) the Issuer shall have a onetime option to prematurely redeem in a single tranche and not exceeding 25 (twenty five) of the outstanding Debenture Principal Amount at any time after expiry of the 24 (twenty four) months from the Deemed Date of Allotment till the expiry of 30 (Thirty) months of the Deemed Date of Allotment (Premature Redemption Period) The Premature Redemption shall be exercised in a single tranche and shall be subject to fulfillment of each of the following conditions that the Company prematurely redeems Debentures equivalent to an amount in the multiples of ~ 50000000- (Rupees Five Crores Only) with the minimum amount being ~ 150000000- (Rupees Fifteen Crores Only) for redemption in excess of the amounts permitted for Premature Redemption as specified above the Issuer shall pay a premature redemption premium of 2 (two percent) on the amount being redeemed and paid by the Issuer plus applicable service tax or other statutory levy if any subject to deduction of income tax at the rate prescribed under the Income Tax Act 1961 (Premature Redemption Premium) subject to the Escrow Mechanism below the Issuer shall have the option to prematurely redeem the Debentures after the expiry of the Premature Redemption Period without paying any Premature Redemption Premium provided such amounts are in accordance with sub-clause (a) above and any redemption of Debentures by the Issuer in accordance with this Deed shall be proportionate redemption of all the Debentures together through reduction in face value of each Debenture Further the redemption of the Debentures may be carried out in accordance with the Escrow Mechanism mentioned below
All receivables from the Project will be deposited by the Company in an Escrow Account All monies deposited in the Escrow Account shall be utilized in following order Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal with respect to the Debentures Only upon satisfaction of the requirement of (1) and (2) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account towards withdrawal of upto ~ 900000000 (Rupees Ninety Crores only) by the Company After withdrawal of ~ 900000000 (Rupees Ninety Crores only) by the Company
Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal witl]_x~secttyct to
-_8f~~the Debentures (f~X-~~~
~ ) Page 44 amp1 ~____~i
--------------------------------------- -- -------------
Debt Service Reserve Account (DSRA)
Put Option
Issue open on
Issue closed on
Basis for Interest calculation
Listing
Depository
Credit Rating
Security
Only upon satisfaction of the requirement of (a) and (b) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account 60 (Sixty percent) of any further monies in the Escrow Account shall be used to accelerate the redemption of the Debentures and the remaining 40 shall be withdrawn by the Company
Shall mean an amount being not less than ~ 60000000 (Rupees Six Crores only) to be maintained by the Company in the Escrow Account at all times
In the event of a default as defined iIi the Debenture Trust Deed the Debenture Trustee (on instructions from the Debenture holders) can exercise a put option on the Promoters to buy back the entire outstanding Debentures
04-10-2013 or any other date as decided by the Issuer
23-10-2013 or any other date as decided by the Issuer
Interest payable on the Debentures shall accrue on a day to day basis and shall be computed on the basis of 365 (Three Hundred Sixty Five) days divided equally for each of the twelve calendar months
At the WDM segment of the BSE
NSDL and CDSL
ICRA B+ by ICRA Limited
The Debentures together with any interest accrued thereon and outstanding amounts Debenture Trustees remuneration and all costs charges expenses and all other monies due in respect of the Debentures shall be secured by
First and exclusive charge on all Project Receivables through the Deed of Hypothecation together with the Escrow Agreement and such charge will be superior to any other claims on the Project Receivables First and exclusive charge on all amounts lying to the credit of the Escrow Account under the Deed of Hypothecation First and exclusive charge by way of equitable mortgage on the Commercial Property (Mortgaged Property) through execution of a registered Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property in favour of the Debenture Trustee together with a declaration cum undertaking from CDPL declaring the creation of mortgage by deposit of titly-~Si~6d~~ the
I-SI ~~
Page 4~60
----------------------------------------------------------------------------------Commercial Property in terms of the memorandum of entry Equitable mortgage and exclusive charge over FSI equivalent to 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of the Commercial Project together with all the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
Exclusive charge over all the rights title interest benefits claims demands of any nature whatsoever of the Company under andor in respect of the CDPL Collaboration Agreements for development and construction of the Commercial Colony and the entire FSI in the Commercial Project along with proportionate undivided interest in the underlying land and without limitation the following the right to compel performance thereunder and to substitute or be substituted for the Company thereunder and to substitute and be substituted thereunder for the Company thereunder and to commence and conduct either in the name of the Company or in its own name or otherwise any proceedings against any person in respect of any breach of the CDPL Collaboration Agreements and all claims of the Company including in any proceedings against all or any such persons to any amounts owing to or received by the Company thereunder and the rights and benefits of all Approvals to the extent capable of assignment together with the right to further assign any of the CDPL Collaboration Agreements and such Approvals to any Person Pledge of shares representing the entire issued and paid up share capital of CDPL under the Deed of Pledge Personal Guarantee of Sh Vijay Gupta Sh Amit Gupta and Smt Kusum Gupta and Cheques
Security Creation The Security shall be created in the favour of the Debenture Trustee on or before the Deemed Date of Allotment
Representation The representations and warranties of the Company will be set out and Warranties in the Debenture Trust Deed
Event ofDefault All events of default as set out in the Debenture Trust Deed
Upon occurrence of such event of default Debenture Trustee shall (on instruction from the Debenture holders) issue a written notice of default to the Company and grant to the Company a cure period in accordance with the terms of Security Documents
The consequences of an event of default shall be governed_lgtY the provisions in the Security Documents and shall inclu9~~ayfu~i1t of
default interest and enforcement of the Security in the manner specified In the Security Documents including appointment of nominee director(s)
Default Interest An additional interest of 4 pa (four percent per annum) over and Rate above the Interest Rate (as defined hereinafter) (viz the default
interest rate shall be 24 (twenty four percent) payable in relation to the Debentures and the Outstanding Amounts payable In accordance with Security Documents
Registrar and Skyline Financial Services Private Limited Transfer Agent
Compliance All provisions clauses regulations specified by GOISEBIRoCBSE with respect to issue and listing of Redeemable and Secured Non-Convertible Debentures shall be complied with by the Company
Assignment Each Investor may transfer or dispose a part or the whole of its Transferability Debentures without the Companys consent
Governing Law The governing law will be the laws of India and the parties submit to and Jurisdiction the exclusive jurisdiction of the courts in Delhi
~-~---~-~
u c tL ~If) -~~-J bull (
Page 47 of60
ANNEXURE 2 PAYMENT SCHEDULE
Due date
Month 0
Last Day ofMonth 1
Last Day ofMonth 2
Last Day ofMonth 3
Last Day ofMonth 4
Last Day ofMonth 5
Last Day ofMonth 6
Last Day of Month 7
Last Day ofMonth 8
Last Day of Month 9
Last Day of Month 10
Last Day of Month 11
Last Day of Month 12
Last Day of Month 13
Last Day of Month 14
Last Day ofMonth 15
Last Day of Month 16
Last Day of Month 17
Last Day of Month 18
Last Day ofMonth 19
Last Day ofMonth 20
Last Day of Month 21
Last Day of Month 22
Last Day ofMonth 23
Last Day of Month 24
Last Day ofMonth 25
Last Day of Month 26
Last Day ofMonth 27
Outstandino D b t b
e en nre1 su )scrIptlOn amount
I dat mont I en
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
1939393939
1878787879
1818181818
1757575758
1696969697
1636363636
1575757576
1515151515
1454545455
1393939394
1333333333
1272727273
I nterest
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
32323232
31313131
30303030
29292929
28282828
27272727
26262626
25252525
24242424
23232323
22222222
Debenture Payment to I t D b tSll )SCrIP Ion e en nre
t H Idamoun 0 ers
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
60606061 93939394
60606061 92929293
60606061 91919192
60606061 90909091
60606061 89898990
60606061 88888889
60606061 87878788
60606061 86868687
60606061 85858586
60606061 84848485
60606061 83838384
60606061 8~~3 j()gt t~( S( )Page48~60
-
Due date su
Last Day of Month 28
Last Day of Month 29
Last Day of Month 30
Last Day of Month 31
Last Day ofMonth 32
Last Day of Month 33
Last Day of Month 34
Last Day of Month 35
Last Day of Month 36
Last Day of Month 37
Last Day of Month 38
Last Day of Month 39
Last Day of Month 40
Last Day of Month 41
Last Day of Month 42
Last Day of Month 43
Last Day of Month 44
Last Day ofMonth 45
Last Day of Month 46
Last Day of Month 47
Last Day of Tenor
Outstandino D b t b
b ~ t~n ure t SCrIp Ion amoun
t th da mon en
1212121212
1151515152
1090909091
1030303030
969696970
909090909
848484848
787878788
727272727
666666667
606060606
545454545
484848485
424242424
363636364
303030303
242424242
181818182
121212121
60606061
Debentme Payment to Interest subscription
t amoun Debenture
H ld0 ers
21212121 60606061 81818182
20202020 60606061 80808081
19191919 60606061 79797980
18181818 60606061 78787879
17171717 60606061 77777778
16161616 60606061 76767677
15151515 60606061 75757576
14141414 60606061 74747475
13131313 60606061 73737374
12121212 60606061 72727273
11111111 60606061 71717172
10101010 60606061 70707071
9090909 60606061 69696970
8080808 60606061 68686869
7070707 60606061 67676768
6060606 60606061 66666667
5050505 60606061 65656566
4040404 60606061 64646465
3030303 60606061 63636364
2020202 60606061 62626263
1010101 60606061 61616162
The interest payment on the first Due Date shall vary depending on the date onwh~h the
application monies for Debentures arc received til 1~~1
1bull kAij~ lt laquo~~gt ~
-
--
Page 49 of60
ANNEXURE 3
UNDERTAKING BY THE COMPANY
The Company undertakes that bull In the event the Debentures are issued in physical form the Company
shall use a common form of transfer
bull It will provide on a half yearly basis a compliance certificate duly certified by the Debenture Trustee to the Debenture holders in respect of compliance with the terms and conditions of Issue as contained in this Information Memorandum Disclosure Document and
bull Every credit rating obtained shall be periodically reviewed by the Credit Rating Agency and any revision in the rating shall be promptly disclosed by the Company to the Stock Exchange Any change in rating shall be promptly disseminated to Debenture holders and prospective Investors in such manner as the BSE may determine from time to time All information and reports on the Debentures including compliance reports filed by the Company and the Debenture Trustee shall be disseminated to the Debenture holders and the general public by placing them on the website of the Company and shall through the Debenture Trust Deed request the Debenture Trustee to place the same on its website
bull The above Information Memorandum Disclosure Document IS
compliant with all disclosures required to be made for listing of senior non-convertible debentures on a private placement basis on a recognized stock exchange as specified in Schedule I under Regulation 21 of the Securities and Exchange Board of India (Issuing and Listing of Debt Securities) Regulations 2008
laquo~~(~I0~~ For o~InCr ~cture Private Limited
~~WIVijay~
(Chairman)
Page 50 of60
ANNEXURE 4
CREDIT RATING LETTER FROM ICRA LIMITED
Ie R A Limited
Ref DRAT2013-140-362
Mr Sanjay Aggarwal VP - Accounts amp raxation Orris Infrastructure Private Limited J-105 DLF Phase -II MG Road Gurgaon - 122002 Haryana
May 21 2013
Dear Sir
Rc ICRA-assigned Credit Rating for Rs 200 crore NCD Programmc of Orris Infrastructurc l)rivate Limited (instrument details in Annexure)
Please refer to your Rating Requisition dated May 112013 and the subsequent Rating Agreement of May 162013 for carrying out the rating of the aforesaid Bond Programme The Rating Committee
of ICRA after due consideration has assigned a [ICRAIB+ (pronounced as ICM B plus) rating
to the captioned Bond Programme
We would appreciate if you can sign on the duplicate copy of this letter and send it to us within 7
days from the date of this letter as confirmation about the use of the assigned rating The rationale
for assigning the above rating will be sent to you on receipt of your confirmation about the use of our rating as above Any intimation by you about the above rating to any BankerLending
AgencyGovernment AuthoritiesStock Exchange would constitute use of this rating by you
This rating is specific to the terms and conditions of the proposed issue as was indicated to us by you
and any change In the tenns or size of the issue would require the rating to be reviewed by us If
there is any change in the terms and conditions or size of the instrument rated as above the same must be brought to our notice before the issue of the instrument If there is nny such change after the
rating is assigned by us and confirmed to use by you it would be subject to our review and may result in change in the rating assigned
ICRA reserves the right to suspend withdraw or revise the above at any (ime on the basis of new information 01 unav~ilability of information or such other circumstances which ICRA believes may
have an impact on the rating assigned to you
The rating as aforesaid howeVer should not be treated as a recommendation to buy sell or hold the
bonds to be issued by you If the instrument rated as above is not issued by you within a period of 3
BuUding No 5 2 Floor TeL + 91 - 124 - 4545300 wOiosite wwwicraJn Tower A DLF cyber City Fax + 91 - 124 - 4050424 email infoicralndiacom Phase ll Gurgaon 122002
Regd Office 1105 Kailash Building 11 Floor 26 Kastuma Gandhi Marg NeW Delhi - 110001
RATING RES EAR eli INFORMATION
months from the date of this letter communicating the rating the same would stand withdrawn unless
revalidated before the expiry of 3 months
You arc required to forthwith inform us about any default or delay in repayment of intcrest or
principal amount of the instrument mtcd as above or any other debt instruments borrowing Y nu are also required to keep llS forthwith informed of any other devclopments which may have a direct
or indirect impact on the debt servicing capability of the company including any proposal for reshy
schedulement or postponement of the repayment programmes oCthe dues debts of the company with
any lendcr(s) investor(s)
You are required to inform us immediately as and when the borrowing limit for the instrument rated
as above or as prescribed by the regulatory authority (ies) is exceeded
We thank you for your kind cooperation extended during the course of the rating exercise Should
you require any clarification please do not hesitate to get in touch with us
With kind regards
Yours sincerely
for IeRA Limited
-- Iobit Inamdar S (Senior Vice President) (Analyst)
Page 52 of60
Annexure
Details of the bank limits rated by leRA (Rated on long term seale)
Page 53 of60
I eRA limited AIIA~fIiI ofMoltldyIInvllllttmI ~
Ref DRATfl013middot140middot3611
Date August 222013
MI Sanjay AggarwaJ VP - Accounts amp Taxation Orris Infrastructure Private Limited JmiddotIO5 DLF Phasemiddotll MG Road Gurgaonmiddot J22002 Haryana
Dear Sir
Re leRA ruting for Rs 2000 crote NCD Progrumme of Orris Infrastructure Private Umlted
This is with reference to your letter dated August 9 2013 for re-validating your rating for the Rs 200 erore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Boods programme ofyour company and last communicated to you vide QuI letter dated May 212013 stands The other terms and conditions for the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DlRAT12013middot 1410-362 dated May 2013 stands
With kind regards For lCRA Limited
(Senior Vice President)
T~middot + 91middot 124 bull ~ website VWW bulliCfSio fw + 91 124 -~ email info~middoticralndiagtcom
Page 54 of60
Ie R A Lim
Ref DfRAT2013-14O-364
Date October 03 2013
Mr Sanjay Aggarwal VP - Accounts amp Taxation Orris Infrastructure Private Limited J-105 DLF Phasemiddotmiddotll MG Road Gurgaon - 122002 Haryana
Dear Sir
Re ICRA rating for Rs 2000 crOTe NCD Programme of Orris Infrastructure Private Limited
This is with reference to your letter dated September 03 2013 for re-validating your rating for the Rs 200 crore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Bonds programrne of your company and last conununicated to you vide our letter dated August 22 2013 stands The other terrns and conditions fur the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DRATI2QI3middot 14()362 dated May WI3 stands
With kind regards For [eRA Limited
Vi (Senior Vice President)
Buildlng No 2 Iloot Tel + 81 124 - 4545300 websf1e WWWJCf8D
Tower A Cyber Oily Fax + 91 124 bull 4000424 ilImaH lnfoicralfldliLcof1
Phase II Gurgaonmiddot 1~
Regd Offictl noo iltailash Building i 1 Floor 26 KDtwoo Qandhi Marg New Delhi bull 110001
RATING RES EAR C H INfORMATION
Page 55 of60
ANNEXURE 5
CONSENT LETTER FROM DEBENTURE TRUSTEE
Ref No 1750 ITCL JUtmiddots I ru~1 Company Limilt~d
September 30 2013
Orris Infrastructure Private limited (Company) Jmiddot105 OLF PhaSe - 11 MG Road Gurgaon 122002
Kind Attention Mr Vljay Gupta Director
Sub listed Secured Redeemable Non Convertible Debentures (NCDs) aggregating to Rs 200 crs proposed to be issued by the Company on private placement basis
Dear Sirs
This is with reference to our discussion regarding appointment of ILampFS Trust Company limited (ITCL) as Debenture Trustee for the proposedlssue of listed Secured Redeemable NCDsof Rs 1 crore each aggregating to Rs 200 crs to ~ issued by the Company on private placement basis In this regard VIle do hereby give out consent to act as the Debenture Trustee subject to the Company agreeing to the following conditions
1 The Company agrees and undertakes to create the securities over such terms and conditions as detai~d in the signed Information Memorandum as submitted to us and execute the Debenture Trust Deed and other necessary security documents as required
2 The Company agrees amp undertakes to pay Debenture Trustees so long as they hold the office of the De~nture Trustee remuneration as stated in appointment letter dated July 30 2013 for the services as Debenture Trustee in addition to all legal travelling and other costS charges and expenses which the Debenture Trustee or their officers employees or agents rnayiocur in relation to execution of the Debenture Trust Deed and all other documents affecting the Security till the monies in respect of the Debentures have been fully paid-off and the requisite formalities for satisfaction of charge in aU respects have been complied with
3 The Company agrees ft undertakes to comply with the provisions of SEal (Debenture Trustees) Reguliltions 1993 SE61 (Issue and Listing of Debt Securitles) Regulations 2008 SEBICircutar No$EaIIlMOOfgtl1Sondl2oo911 105 dated 11052009 on Simplified Listing Agreement for Debt Securities read with the SEBl Circular No SEBIIIMDDOF-1 tBONDlClr-5120o9 dated the 16th November 2009 the Companies Act 19l)6 ilnd other applicable proviSions I circulars guidelines etc as applicable and amended from time to time and agrees to furnish to Trustees such information in terms of the same on regular basis
Sincerely For ILftFS Trust Company lilDi~d
lL__~~ ~ ~ ~~~ --- ~
Authorized Signatory
lUfFS Finru1 Centre PloINo C 22 G Block 5th Floor Bjr Kurio Complex Bandra (Eastl Mumbamiddotmiddot 40(K)SI INDIA
Bangalor( Office ILEtFSTru1 (ompally Ltdbull ALmiddotLalheef 151 Floor No 2Unioll Slreet Offlnanlry Raad Banglore 5hlX)OI INDIA
New Delhi Offire ILftFSTrusl (ompY tId Amiddot26a lsI Ploor Bhishm Pithamah Marg DefencfCoony New Delhi - 110024 INDIA
Kolkala Offilaquo ILftfSTrusl Company Ltd ILIIFS Constantia lnlflPor n Dr11 lIt Bramachari Street Kolkata bull 700017 INDIA
Page 56 of60
ANNEXURE 6
CONSENT LETTER FROM REGISTRAR AND TRANSFER AGENT i
Skyline Financial Serrr)ices Pvt Ltd SEBI REGISTERED CATEGORY1 REGk)IRARS ampSHARE TRANSfRAtgtENT D153A Ht Floor () nol Area Ph bullbullbullI New Dolhmiddot llO 020 1 9 middot1126812682 2S612~83 EmiddotmaI nOlltyhOaccrn tte-oSi$ wwwSiltyllnfHla_all1
August 29 2013
MrVlneel Kumar Gupta
Sr Manaler Secretarial
Orris InfraSlrucllJre Private Limited
Orris la M G Road
Gurgaoo - 1iG 002 (Hr)
Sub Consent to aet as Registrar to Issue and TfBllSfer Agent
DearSJr
Thls1s in reference 10 YOllr email datild AugJS1 29 2013 We hereby give our consent to act as 21
Registrar to IsSue and Transfer Agent for your propOSed issue of 1O - conveo1ibledebentures Of Rs
20000 Crore (jl1d our name IS Registrar to i$sueandShare Transfer agent may please be included in
Thanking you Y()ursfailhfufy
Vice- President
Page 57 0[60
--
-------
ANNEXURE 7
APPLICA TION FORM
ORRIS INFRASTRUCTURE PRIVATE LIMITED Registered Office RZ-D-5 Mahavir Enclave New Delhi 110045
Corporate Office 1-105 DLF Phase II Mehrauli Gurgaon Gurgaon -122002
Application No ___ Date
Dear Sirs
VWe have read and understood the terms and conditions of issue by Orris Infrastructure Private Limited of senior secured cumulative redeemable Non-Convertible Debentures of face value ~ 10000000 (Rupees One Crores only) having a coupon rate of 20 pa on a private placement basis on the face value aggregating to ~ 2000000000- (Rupees Two Hundred Crores only) (Debenture) contained in the Information Memorandum Disclosure Document dated __2013 VWe bind ourselves to the terms and conditions as contained in the Information Memorandum Disclosure Document and wish to apply for allotment of these Debentures The amount payable on application as shown below is remitted herewith On allotment please place myour name(s) on the Register of Debenture holder(s)
(Please read carefully the instructions on the next page before filling this form)
No of Debentures applied No in figures No in words for
Amount (~)
Detal s I 0 f payment ChequesDemand Date Drawn on Bank DraftlRTGS Details
Applicants Name amp Address in full (please use capital letters)
Pin Code Telephone I Fax Email
I Status Bankin~ Company ( ) Insurance Company ( ) Other ( ) (specify in case of others) Name of Authorized Signatory Designation Signatures Signatoty
Details of Bank Account Bank Name amp Branch Nature ofAccount Account No IFSCINEFT Code middot)---~1
-- --
Depository Details
I1We the undersigned want to hold the Debentures of the Company in the dematerialised fonn Details of myour Beneficiary Account are given below
Depository Participant Name - shy
DPID
Beneficiary Account Number shy
Name of the Applicant
() II We understand that in case of allotment of Debentures to my lour Beneficiary Account as mentioned above would be credited to the extent of Debentures allotted
Taxpayers PAN I GIR No IT CircleIW ardlDistrict ( ) Not Allotted
Tax Deduction Status () Fully ( ) Tax to be ()Yes ONo Exempt deducted at
Source
I1We hereby understand that the Company has not provided and will not provide any material or other infonnation regarding the Debentures except as included in the Infonnation Memorandum Disclosure Document
Signature of the Applicant _________________(Tear here)__________
ACKNOWLEDGEMENT SLIP
Application No Date -- shyReceived From
1shy----------------------~
By ChequelDemand DraftlRTGS No
drawn on towards application for ______ Debentures (Chequesl Demand Drafts are subject to realisation)
For Orris Infrastructure Pvt Ltd
For all further correspondence please contact INFRASTRUCTURE PRIVATE LIMITED Tel +91 124-4979200
Page 59 of60
10
INSTRUCTIONS
You must complete application in full in BLOCK LETTERS IN ENGLISH
2 Your Signatures should be made in English or in any of the Indian languages
3 Application forms duly completed in all respects together with high value Cheques Pay Order Demand Drafts must be lodged at the Orris Infrastructure Private Limited Corporate Office (as provided above)
4 Payments through RTGS shall be made as follows
Beneficiary Account name Orris Infrastructure Private Limited IFSC Code UTIB0000056 Bank Account No 056010200015303 Bank Axis Bank Ltd Branch Sec-14 Gurgaon
5 The Cheque(s)Demand Draft(s) of high value clearing zone should be drawn in favour of ORRIS INFRASTRUCTURE PVT LIMITED and crossed Ale payee only Cheque(s)Demand draft(s) may be drawn on any scheduled bank and payable at Delhi
6 Mr Vineet Gupta as authorised representative of the Company will issue the Acknowledgement Slip (appearing below the Application Form) as acknowledgement of receipt of applications No separate receipt will be issued
7 You should mention your Permanent Account Number or the GIR number allotted under Income- Tax Act 1961 and the Income-Tax CirclelWardlDistrict In case where neither the PAN nor GIR number has been allotted the fact of non-allotment should be mentioned in the application form in the space provided
8 The application would be accepted as per the terms of the issue outlined in the Information Memorandum Disclosure DOC~fii
r1- -~0 gt tl~~ ~gt
j )j~ (~~ ~O
~ shy
Page 60 of60
2 Main objects of the Company The main objects of the Company contained in its MOA are
bull To undertake and carry on the business of construction purchase sell and develop any type of property whether residential commercial industrial rural or urban whether belong to the company or any other person To develop erect and construct commercial properties buildings houses shopping centers and to carry out civil and construction work of every description and to improve repair renovate transfer charge assign let out hire sublet or sublease all type of lands plots buildings offices flats warehouses godown shops building banquet halls tenements and immovable properties whether freehold or lease hold of any nature and description
bull To carry on the business as owners builders developers promoters proprietors civil contractors of industrial commercial and residential properties colonies mills workshop buildings cinema houses and to deal in all kinds of immovable properties whether belonging to the company or not
bull To act as agent for purchasing selling and letting on hire land agricultural land and houses multi-stored commercial or residential building on commission basis To acquire land for the construction of multistoried buildings and to license the flats therein on suitable terms and conditions
bull To carry on the business of contractors dealers commission agents brokers consultants representatives and middlemen of properties To act as advisors andor consultants on all matters relating to the construction business town planning landscape architecture structural engineers and to prepare complete scheme drawings plans and estimates and to provide technical know-how in India or abroad
3 A brief history of the Company since inception
Incorporation details The Company was incorporated on July 26 2006 as a private limited company vide Certificate of Incorporation issued by Registrar of Companies of National Capital Territory of Delhi amp Haryana bearing Corporate Identity Number U70 109DL2006PTC 151295
Authorized 50000000 Equity shares of ~ 10- each 500000000shyIssued Subscribed amp Paid Up 29790000 Equity shares of ~ 10- each
flleT HMMUCiiWAJMWPiiliMNiI JI-
Date of Increase Incorporation
September 52007
December 1 2007
July 25 2012
Alteration The authorized share capital of the Company at the time of incorporation was ~ 500000- (Rupees five lakhs only) divided into 50000 (fifty thousand) equity shares of~ 10- (Rupees ten only) each
The authorized share capital of the Company was increased from ~ 500000 - (Rupees five lakhs only) to ~ 10000000- (Rupees one crore only) divided into 1000000 (Ten Lakh) equity shares of ~ 10- (Rupees ten only) each
The authorized share capital of the Company was increased from ~ 10000000- (Rupees one Crores only) to ~ 100000000 - (Rupees ten crore only) divided into 10000000 (one crore) equity shares of ~ 10- (Rupees ten only) each
The authorized share capital of the Company was increased from ~ 100000000- (Rupees Ten Crores Only) divided into 10000000 equity shares of ~ 10- (Rupees Ten Only) each to ~ 500000000shy(Rupees Fifty Crores Only) divided into 50000000 equity shares of~ 10- (Rupees Ten Only)
Date of Allotment
July 26 2006
October 222007
January 9 2008
March 21 2009
June 26 2012
August 82012
March 16 2013
No of Shares and Face Value
10000 Shares of ~ 10 each
500000 Shares of ~ 10 each
800000 Shares of ~ 10 each
2000000 Shares of~ 10 each
1655000 Shares of~ 10 each
19860000 Shares of ~ 10 each
4965000 Shares of~ 10 each
Amount per
share 10
10
10
10
10
10
10
Capital (~)
100000shy
5000000shy
8000000shy
20000000shy
16550000shy
198600000shy
ubullbull _bullbullbull ~-~_______~__________________
Sr Name of No the
Shareholder
Vijay Gupta1
Amit Gupta2
Sumit 3 Gupta
Kusum 4 Gupta
Mamta 5 Gupta
Pooja Gupta6
Ms Vijay 7 Gupta (HUF)
Ms Amit 8 Gupta (HUF)
Ms Sumit 9 Gupta (HUF)
Address
C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058
C-3260 Janakpuri New Delhi 110058
C-3260JanakpuriNew Delhi 110058
C-3260 Janakpuri New Delhi 110058
2681100
2681100
2085300
2383200
2383200
2383200
5064300
5064300
5064300 10
No of Amount Type shares per of
Share Shares
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
Equity
4 Debt-equity ratio prior to and after issue of Debentures
(Amounts in~)
Debt 2652702404 4652702404 Equity 368205693 368205693 Debt-Equity Ratio 720 1264
1 The figures are as per provisional accounts for the [mancial period ending September 272013 The figures are as per provisional accounts for the financial period ending 27th September 2013 3114--bull
includes debenture issued 200 secured redeemable Non-Convertible Debenture of 2000000qQ9t~~(9~
(Rupees Two Hundred Crores only) to be raised through present Issue of Debentures f - ~ ~_ (5 ~I
Page 1~ ~~~~j ~~~-j5-~
2
FINANCIAL HIGHLIGHTS OF THE COMPANY 3
Provided below are highlights from March 31 2013 and March 312012
-
PARTICULARS
Shareholders Funds Share Capital Reserves and Surplus Non-Current Liabilities Long-Term Borrowings Other Long Term Liabilities Long Term Provisions Current Liabilities Short-Term Borrowings Trade Payables Other Current Liabilities Short-Term Provisions TOTAL Non-Current Assets Fixed assets (i) Tangible assets (ii) Intangible assets (iii) Capital work-in-progress
Non-current investments Deferred Tax Assets (Net) Long term loans and advances Current assets Inventories Trade Receivables Cash and Cash Equivalents Short-Term Loans and Advances TOTAL
Profit amp Loss Statement Income From Operations Expenditure Profit Before Tax Provision For Tax NET PROFIT
the Companys balance sheet as on
AS AT AS AT
31032013 31032012 -
(In t) (In t)
297900000 33100000 213213781 387605693
833881405 1163249172 113701597 104516080
3716055 2624152
1043912351 511881321 318959605 500619871
7230525889 6415810732 2987458 middot12901961
10058798141 9132308982
41142649 84146355 1804455 1364419
10535400 shy8181894 8298894 5484172 6174926
211337362 637591171
3033819766 2432400222 - 14337455
325475165 554273019 6421017278 5393722521
10058798141 9132308982
FY 2013 FY 2012 3813273647 2063682309
3670103696 1960640137 143169951 103042172 51380355 54143420
90408088 54024176
3 The above given figures are duly audited by auditors of the company
OFFER DETAILS
1 Details of debt securities issued and sought to be listed The securities proposed to be issued pursuant to this Information Memorandum Disclosure Document will be listed on WDM of the BSE
2 Nature of Instrument Senior Secured Cumulative Redeemable Non-Convertible Debentures issued on a private placement basis
3 The Issue size The Company proposes to issue 200 Secured Cumulative Redeemable Non-Convertible Debentures having Face Value of ~ 10000000shy(Rupees One Crores only) each having aggregate face value of ~ 2000000000- (Rupees Two Hundred Crores only)
4 Face Value Each Debenture has a face value of ~ 10000000- (Rupees One Crores only) per Debenture
5 Redemption The outstanding amount of the Debentures shall be repaid in monthly installments payable as per the Payment Schedule
Unless redeemed earlier m accordance with this Information Memorandum Disclosure Document and the terms of the Security Documents the Debentures shall stand redeemed on payment of the final installment as per the Payment Schedule The redemption shall apply to each Debenture uniformly Any redemption of Debentures by the Company shall be proportionate redemption of all the Debentures collectively through reduction in face value of each Debenture
In the event of a default as defined in the Debenture Trust Deed the Debenture Trustee (on instructions from the Debenture holders) can exercise a put option on the Promoters to buy back the entire outstanding Debentures
6 Tenor Forty Eight (48) months from the Deemed Date of Allotment ending on the last Due Date unless redeemed earlier in accordance with the terms of the Debenture Trust Deed
7 Interest Rate The Debentures will carry an interest at the rate of 20 (Twenty percent) per annum payable monthly (subject to deduction of tax at source if applicable at the rate prevailing from time to time under the provisions of the Income Tax Act 1961 or any other statutory modifications or reshyenactment thereof for which a certificate will be issued by the Company-_ on the outstanding principal amount of Debentures and(other-~~
i ( y page~f )~
- -
-
Outstanding Amounts throughout the tenure of the Debentures till final redemption as per Payment Schedule
Interest payable on the Debentures shall accrue on a day to day basis and shall be computed on the basis of 365 (Three Hundred Sixty Five) days divided equally for each of the twelve calendar months
8 Payment Mechanism Payments towards interest and towards repayment of the outstanding amount of Debentures shall be made by way of drafts cheques credit through RTGS mechanism on the Due Dates to those Debenture holder(s) whose names appear on the list of beneficiaries provided by the Depositories to the Issuer Such payments shall be made from the Escrow Account in the manner specified in the Debenture Trust Deed The names would be as per the Depositories records on the relevant Record Date fixed for the purpose of such payments as provided in this
Information Memorandum Disclosure Document In case of those Debentures for which the beneficial owner is not identified by the Depository as on the Record Date the Issuer would keep in abeyance the payments till such time that the beneficial owner is identified by the Depository and conveyed to the Issuer whereupon the payments will be paid to the beneficiaries as identified
In case the Due Date falls on a day which is not a Business Day then the payment due shall be made on the succeeding Business Day
9 Security The principal amount of the Debentures together with any interest accrued thereon and other Outstanding Amounts Debenture Trustees remuneration and all costs charges expenses and all other monies due in respect of the Debentures and or under the Transaction Documents shall be secured by the Obligors by
a First and exclusive charge on all receivables from the Project through the Deed of Hypothecation together with the Escrow Agreement and such charge will be superior to any other claims on the Project receivables
b First and exclusive charge on all amounts lying to the credit of the Escrow Account under the Deed of Hypothecation
c First and exclusive charge by way of equitable mortgage on the Commercial Property (Mortgaged Property) through execution of a registered Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property in favour of the Debenture Trustee together with a declaration cum undertaking from CDPL declaring the creation of mortgage by deposit of title deeds of the Commercial Property in terms of the memorandum of entry
d Equitable mortgage and exclusive charge over FSI equivalent to 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of the Commercial Project together with all the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
e Exclusive charge over all the rights title interest benefits claims demands of any nature whatsoever of the Company under andor in respect of the CDPL Collaboration Agreements for development and construction of the Commercial Colony and the entire FSI in the Project along with proportionate undivided interest in the underlying land and without limitation the following
(i) the right to compel performance thereunder and to substitute or be substituted for the Company thereunder and to substitute and be substituted thereunder for the Company thereunder and
(ii) to commence and conduct either in the name of the Company or in its own name or otherwise any proceedings against any person in respect of any breach of the CDPL Collaboration Agreements and
(iii) all claims of the Company including in any proceedings against all or any such persons to any amounts owing to or received by the Company thereunder and
(iv) the rights and benefits of all Approvals to the extent capable of assignment together with the right to further assign any of the CDPL Collaboration Agreements and such Approvals to any Person
(v) Pledge of shares representing the entire issued and paid up share capital of CDPL under the Deed of Pledge
(vi) Personal Guarantee of Sh Vijay Gupta Sh Amit Gupta and Smt Kusum Gupta and
(vii) Cheques
CDPL has consented to creation of charge over the entire FSI to the extent of 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of t
The said security shall be created in favor of the Debenture Trustee on or by the Deemed Date of Allotment
Obligors will ensure that market value of the above mentioned security will be at all times equal to the face value of the outstand~icitZt~ Debentures tp ---YZoltgtl
lSI r~
i~ ~r)Page 22 oK~-_
~~-___i
10 Board Authority The private placement of Debentures under this Information Memorandum Disclosure Document is being made pursuant to the resolution of the Board of Directors of the Company at its meeting held on June 24 2013
11 Rating and rating rationale ICRA has assigned a ICRA B+ (pronounced as ICRA B plus) rating to debentures programme of the Company to the extent of ~
2000000000- (Rupees Two Hundred Crores only) vide letter ref no DRAT2013-140-362 on May 212013 and revalidated vide letter ref no DRAT2013-140-363 on August 222013 The long-term rating carries a stable outlook A copy of the rating letter and its rationale from ICRA is enclosed as Annexure 4_ to this Information Memorandum Disclosure Document
12 Details of utilisation of the Issue Proceeds Our Board of Directors certifies that the proceeds of the Issue of Debentures shall be utilized for the general corporate purposes of the Company
13 Minimum Number of Debentures for Subscription The application must be made for a minimum of one (1) Debenture and in multiple of one (1) Debenture thereafter There is no maximum limit on the application
14 Listing The Debentures are proposed to be listed on the WDM segment of the BSE the details of which are provided below
The Bombay Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400001 Phone 91 22 227212334 Fax 91 22 22721919
The COJpany shall make an application to the BSE to list the Debentures to be issued and allotted pursuant to this Information Memorandum Disclosure Document and shall take all necessary steps to complete all the formalities relating to listing of the Debentures within 15 (fifteen) days from the date of closure of the Issue Date If such permission is not granted by the BSE within 15 (fifteen) days from the date of closure of the Issue or where such permission is refused by the BSE before the expiry of the 15 (fifteen) days from the closure of the Issue the Company shall at the option of the Debenture holders repay with interest (at the applicable Interest Rate) all monies received by it If the Company fails to repay such monies within 5 (five) days after the Company becomes liable to repay it then the default interest (at the applicable Default Interest Rate) shall also apply to the amount payable
by the Company over and above the applicable interest iP~d (OS4( i~
Page 23~~ ~Sl-C ~-_-)to ~--i-~-~
In connection with listing of Debentures with BSE the Company hereby undertakes to comply with all requirements of the Act applicable SEBI rules and regulations including Securities and Exchange Board of India (Issue and listing of Debt Securities) Regulation 2008 and the listing agreement with BSE
15 Market Lot The minimum lot size for trading of the Debentures on the Stock Exchange is proposed to be one (1) Debenture
16 Underwriting of the Issue The present Issue of Debentures has not been underwritten
17 Tax Benefits The Debenture holder(s) are advised to consider in their own case the tax implications in respect of subscription to the Debentures after consulting their respective tax advisor
18 Governing Law The Debentures shall be construed to be governed in accordance with the laws of India Any dispute arising thereof will be subject to exclusive jurisdiction of the courts in Delhi Over and above the aforesaid terms and conditions the said Debentures shall be subject to the terms and conditions of the Security Documents
19 Debenture Redemption Reserve The Company hereby agrees and undertakes to create a debenture redemption reserve as per the provisions of the Security Documents the Act and the rules regulations notifications and circulars issued by the Ministry of Corporate Affairs and if during the currency of these presents any guidelines are formulated (or modified or revised) by the Central Government or any government agency or corporation having authority under Law in respect of creation of debenture redemption reserve applicable to the Debentures the Company shall duly abide by such guidelines and execute all such applicable supplemental letters agreements and deeds of modifications as may be statutorily required by the Debenture holders or the Debenture Trustee
20 Undertaking to use a Common Form of Transfer The issue of Debentures shall be made in dematerialized form only and no Debentures will be issued in physical form However the Company will use a common transfer form for physical holdings if at a later stage there is any holding in physical form due to the depository giving any Debenture holder the option to rematerialize the Debentures
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
The following contracts documents not being contracts entered into in the ordinary course of business carried on by the Company or entered into more than two years before the date of this Information Memorandum Disclosure Document which are or may be deemed material have been entered into by the Company These material contracts or documents may be inspected at the Registered Office of the Issuer from 1000 am to 100 pm on all working days from the date of this Information Memorandum Disclosure Document until the date of closure of this Issue
Material Contracts 1 Copy of the letter from Skyline Financial Services Private Limited to the
Company giving their consent to act as the Registrar and Transfer Agent to the Issue
2 Copy of letter from ILampFS Trust Company Limited to the Company giving their consent to act as the Debenture Trustee to the Issue
Material Documents L Memorandum and Articles of Association of the Company as amended
from time to time
2 Credit rating letter from ICRA Limited
3 Copy of Certificate oflncorporation of the Company dated July 262006
4 Certified true copy of the resolution dated June 24 2013 approving the issue of Debentures and creation of securities on the term and conditions stated in this Information Memorandum Disclosure Document
5 Copy of Tripartite Agreement dated 17-02-2011 between the Company the Registrar and Transfer Agent and the CDSL (Depository)and Copy of Tripartite Agreement dated 03-03-2011 between the Company the Registrar and Transfer Agent and the NSDL (Depository)
6 Copies of Audited Financials of the Company for the last three financial years
DISCLOSURE ON EXISTING FINANCIAL INDEBTNESS
1 Details of Secured Borrowings4
Ao The secured loans of the Company outstanding as on March 312013 is as follows
(Amount in f)
Details of Vehicle Loans Axis Bank October 27 1390055 EMI Start date- Hypothecated to Limited 2010 December 10 2010 Axis Bank (BMW) Closure date- Limited
November 10 2013 HDFC March 09 2472342 EMI Start Date Hypothecated to Bank 2012 April 052015 HDFC Bank Limited Closure Date - April Limited (BMW) 052015
None of the above loans is secured against any of the security (as detailed in Offer Details section above)
B The Secured Debentures of the Company outstanding as on March 312013 are as under
ILampFS Secured 17 Monthly 1 14th part of the first floor Trust Redeemable installment (without Roof Right) being 45 Company Non- pa s Start sq yards out of 180 sq yards of Limited Convertible date- the first floor constructed on
Debentures 2205201 free-hold land bearing plot No Series shy I of 1 RZ-D-5 First Floor Mahavir aggregate Closure Enclave New Delhi -110045 face value of dateshy admeasuring 180 sq yards out 2202201 ofkhasra number 8314 35000000 4 situated in the area of village 0- (Rupees Palam now known as Mahavir Thirty Five Enclave Block -D New Delhi-Crores) 110045 issued at a discount of 2 Mortgage assignment of all the 17513shy rights title and interest
4 The figures are as per the audited balance Sheet for the financial year ending March 31 2013
----- shy
(Rupees whatsoever of the Company in Seventeen to under andor in respect of Thousand the collaboration agreements Five dated 27102007 and Hundred 01072010 executed with CDPL and Thirteen for development and only) on the construction of the Commercial face value Complex and sale of FSI to the (being ~ extent of 625000 Sq Ft along 10000001- with proportionate interest in (Rupees Ten the underlying land inl of the Lakhs only)) Commercial Complex of each debenture 3 Out of the total sanctioned FSI
of 702871 Sq Ft of Commercial Complex mortgage and charge over FSI equivalent to 625000 Sq Ft including prorata share over all that piece and parcel of free hold land admeasuring 95 acres (approx located at Sector 82A Gurgaon Haryana India over which the Commercial Complex is proposed to constructedI developed together with proportionate buildings and structures thereon AND the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
4 Pledge of entire issued equity share capital of CDPL
5 Post-dated cheques
6 Personal Guarantee of the Promoter viz Mr Vijay Gupta
ILampFS Secured 17 Monthly 1 114th part of the first floor Trust Redeemable installment (without Roof Right) being 45 Company Non- pa s Start sq yards out of 180 sq yards 0 f Ltd Convertible date- the first floor constructed on
Debentures 1506201 free-hold land bearing plot No Series - II of 1 RZ-D-5 First Floo~ M~ct[~ aggregate Closure Enclave New DelhI -11
-_ ()-4~-----
ltshy -
---- ----- ---------------shyface value of date- admeasuring 180 sq yards out ~ 1505201 of khasra number 83 14 42500000 4 situated in the area of village 0- (Rupees Palam now known as Mahavir Forty Two Enclave Block -D New Delhi-Crares) Fifty 110045 Lakhs
2 Mortgage assignment of all theissued at a rights title and interestdiscount of ~ whatsoever of the Company in58065shyto under andor in respect of(Rupees Fifty the collaboration agreementsEight dated 27102007 andThousand 01072010 executed with CDPLSixty Five for development andOnly) on the construction of the Commercialface value Complex and sale of FSI to the(being ~ extent of 625000 Sq Ft along1000000 shywith proportionate interest in(Rupees Ten the underlying land in of theLakhs only)) Commercial Complexof each
debenture 3 Out of the total sanctioned FSI of702871 Sq Ft of Commercial Complex mortgage and charge over FSI equivalent to 625000 Sq Ft including prorata share over all that piece and parcel of free hold land admeasuring 95 acres (approx) located at Sector 82A Gurgaon Haryana India over which the Commercial Complex is proposed to constructed developed together with proportionate buildings and structures thereon AND the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
4 Pledge of entire issued equity share capital of CDPL
5 Post-dated cheques
---6 Personal Guarantee of the Promoter viz Mr Vijay(qtipta
1
IDEI Trusteeshi p services Limited
Secured Redeemable Optional Convertible Debentures of aggregate face value of
80000000 0- (Rupees Eighty Crore Only) on the face value (being 5000000shy(Rupees Fifty Lakhs only)) of each debenture
Qu art erly Co u po n Rat e of 55
The company shall be obliged to redeem the OCDs in four equal installment s starting from march 31 2014 over a period of 6 (six) financial quarters (the first such financial quarter ending on March 31 2014) such that the OCDs are completely redeemed on June 302015
(i) First sole amp exclusive charge by way of(a) equitable mortgage on the Mortgaged Security Property I and (b) equitable mortgage on the Mortgaged Security Property II
Mortgaged Security Property-I shall mean 23268 acres out of the larger property being the aggregate of 19218 acres (forming part of 25018 acres of land for which License is in place) and the 405 acres for which letter of intent is in place along with the proportionate floor space index and all present and future buildings and structures constructed thereon and all the rights title and interest of the Company and the concerned group housing project landowners over such property excluding 404 (four hundred and four) number of units constructedto be constructed over the aforesaid 19218 acres as more particularly detailed III the transaction documents
Mortgaged Security Property-II shall mean 696 acres out of the security property-II 1004 acres of acquired land in Sector 85 Gurgaon Haryana along with the proportionate floor space index and all present and future buildings and structures constructed thereon and all the rights title and interest of the Company and the concerned group housing project landowners over such property
(ii) first sole and exclusive charge on present and future basis by way of hypothecation on the relevant group housing _poject
-------------------------~----------~-----------------------------receivables from time to time and monies lying and credited into the escrow accounts at any point in time including any fIxed deposits created in accordance with the escrow account agreement out of such monies from time to time together with all and any interest accruing in respect thereof and
(iii) The issuance of personal guarantees by the Promoters in favour of IDBI guaranteeing the fulfIllment of the secured obligations
The NCD Series - I were fully redeemed on July 272013
2 Details of Unsecured Borrowings5
The unsecured loans of the Company outstanding as on March 31 2013 follows
(in ~)
Loan from Body Corporate Flair Exports Pvt Ltd Seh Realtors Pvt Ltd Citland Commercial and Credits Ltd Delhi Brass and Metal Works Pvt Ltd Span India Pvt Ltd Loan Directors Shareholders and their Relatives Amit Gupta-Loan Taken Vijay Gupta (Loan Taken) Amit Gupta (HUF) Green Bay Infrastructure Pvt Ltd Kusum Gupta Mamta Gupta Pooja Gupta Vijay Gupta(HUF)
5000000000 10000000000 16670000000 6670000000
11670000000
2850848000 7929999985
20000000 32146887100
2466000000 5625400000 3250000000
92100000
5 The figures are as per audited financial for the financial year ending March 31 2013
Page 300[60
3 Details of Bank Guarantee6
Bank Guarantee by the Company in respect of Orris Business Square - 95 Acres
ICICI Bank 1 Limited June 182010
Issued by ICICI Bank June 182010 and Valid till October 28 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 2 Bank Ltd Jan 03 2013
ICICI Bank 3 Limited February 232011
Director Town and Country Planning Chandigarh
Director Town and Country Planning Chandigarh Haryana State Pollution Control Board
62946450 October 282012
5938000 October 272014
3750000 February 222016
Bank Guarantee by the Company in respect of Carnation Residency Aster Court Aster Court premier amp Villas 33 -25018 Acres
Issued by ICICI Bank on September 232008 amendment dated September 102010 and valid till September 22 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 4 Bank Ltd September 222012
Issued by ICICI Bank on September 23 2008 amendment dated September 102010 and valid till September 22 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 5 Bank Ltd September 222012
Director Town and Country Planing Chandigarh 111524000
September 222014
Director Town and Country Planing Chandigarh
6 The figures are as per audited accounts for the financial year ending March 31 2013
Page 31 0[60
--
----- --- - shyIssued by ICICI Bank on December 16 2010 and expiry date is Dec 15 2015 but we close it Haryana with ICICI Bank and a State fresh guarantee was Pollution
ING Vysya issued by ING Vysya Control January 6 Bank Ltd bank on 23012013 Board 5000000 142016 Bank Guarantee by the Company in respect of Spring Homes middot10043 Acres
Director Town and Country
ING Vysya Planing September 7 Bank Ltd September 32012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 8 Bank Ltd September 3 2012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 9 Bank Ltd September 32012 Chandigarh 13112500 22016
Director Town and Country
ING Vysya Planing September 10 Bank Ltd September 32012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 11 Bank Ltd September 3 2012 Chandigarh 14752500 22016 Bank Guarantee by the Company in respect of Carnation Residency Aster Court Aster Court premier amp Villas 33 -405 Acres
Director Town and Country
ICICI Bank Planing August 71 12 Limited August 8 2011 Chandigarh 21632230 2015
Director Town and Country
ICICI Bank Planing August 7 13 Limited August 8 2011 Chandigarh
---shy5062~~t ~~015
6ltC [-I_i ~~-
I cel i Ieshy -
Note ~
10 Bank Guarantee of 35 Crore is issued by ING Vysya Bank 2 ING Vysya Bank has given counter guarantee against BG of 21632230
amp 5062500 issued for Aster Court Carnation Residency Aster Court Premier amp Villas 33 ING has given counter guarantee for 62946450 amp 3750000 issued for OB8
3 In OB8 all payment of EDC has been made so BG of 62946450 will be released which is already expired
4 Bank guarantee issued by ING Vysya bank is on 10 cash margin on fIxed deposit
5 Security offered against 35 Cr Bank guarantees issued by ING Vysya Bank is following
Orris HQ(J-I0S DLF Phase-II(Gurgaon)-Given as collateral security Janakpuri (C-3260 New Delhi)-Given as collateral security
4 Particulars of debt securities issued (i) for consideration other than cash whether in whole or in part (ii) at premium or discount or (iii) in pursuance of an option
The Company confIrms that save and except the following given below company has not issued any debt securities (i) for consideration other than cash whether in whole or in part (ii) at premium or discount or (iii) in pursuance of an option
bull NCD-I at discount
bull NCD-II at discount bull OCD in pursuance of an option
5 Servicing behavior on existing debt securities payment of due interest on due dates on term loans and debt securities
The Company hereby confIrms that
1 it has been servicing all its principal and interest on time and there has been no subsisting delay or default since its incorporation
Ii there is no subsisting default in repayment redemption of any of its borrowings nor has the Company affected any kind of roll over against any of its borrowings in the past
6 That the permissionconsent from the prior creditor for a second or pari passu charge being created in favor of the trustee to the proposed issue has been obtained
The existing mortgage over the Co~mercial Property s~all be ~leared~tT~l the Company and a no dues certifIcate shall be obtamed pnor ~~tMe -~0--o Deemed Date of Allotment Accordingly the Company hereby cott(rms 1
If) J -~ ~ 1( D gt~
Page 33 6 ~
that it does not require any consent permission to create security in relation to the Debentures as stipulated in this Information Memorandum Disclosure Document and the Security Documents
7 Any material eventdevelopment or change at time of issue or subsequent to the issue which may affect the issue or the Investors decision to invest continue to invest in the debt securities
Directors of the Company represent that there have been no material developments at the time of issue or subsequent to the issue which would materially and adversely affect or are likely to affect the business of the Company or the value of its assets or its ability to pay its liabilities
OTHER INFORMATION AND ISSUE PROCEDURE
The Debentures being offered as part of the Issue are subject to the provisions of the Act the Memorandum and Articles of Association of the Issuer the terms of this Information Memorandum Disclosure Document Application Form and other terms and conditions as may be incorporated in the Debenture Trust Deed and other Security Documents
Issue of Debentures in Dematerialised Form The Debentures will be issued in dematerialized form The necessary arrangements are being made with the Depositories for the issue of the Debentures in dematerialised form Investors will have to hold the Debentures in dematerialised form as per the provisions of Depositories Act 1996 The Company shall take necessary steps to credit the Debentures allotted to the depository account of the Investor
Trustee for the Debenture holder(s) The Issuer has appointed ILampFS Trust Company Limited to act as trustee for the Debenture holder(s) The Issuer and the Debenture Trustee intend to enter into the Debenture Trust Deed inter alia specifying the powers authorities and obligations of the Debenture Trustee and the Issuer The Debenture Trustee shall act based on the provisions of the Debenture Trust Deed The Debenture Trustee will at all times protect the interest of the Debenture holder(s) in accordance with the Debenture Trust Deed
Resignation and Removal of Debenture Trustee The Debenture Trustee and the Company declares that they shall not revoke the Trust hereby declared till the Debentures are redeemed in full The Debenture Trustee may at any time without assigning any reason and without being responsible for any loss or costs occasioned thereby resign as the Debenture Trustee provided that they shall continue to act as Debenture Trustee until a successor trustee is appointed by the Company The Debenture Trustee may also be removed by majority Debenture holders without assigning any reason as per Debenture Trust Deed
Sharing of Information The Issuer may with the written consent of the Debenture holder(s) exchange share or part with any financial or other information about the Debenture holder(s) available with the Issuer with its subsidiaries and affiliates and other banks financial institutions credit bureaus agencies statutory bodies as may be required
Debenture holder not a Shareholder Subject to the Debenture Trust Deed the Debenture holder(s) shall not be entitled to any right and privileges of shareholders other than those available
to them under the Act The Debentures shall not confer upon the Debentt5~r)(~IifI~
holders the right to receive notice(s) or to attend and to vote at any ge111- ~~ meeting(s) of the shareholders of the Issuer (5[ )~
r-)e i3 gt ~
Page 35 of 60--gt
Modification of Debentures or Information Memorandum Disclosure Document The Issuer may make modifications in the Information Memorandum Disclosure Document only upon receiving consent from the Debenture Trustee who in turn shall seek approval from majority Debenture holder(s)
Notices Any notice may be served by the Issuer upon the Debenture holders through post email fax or personal delivery addressed to such Debenture holder at his her registered address and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof All notice(s) to be given by the Debenture holder(s) shall be sent by post or email or fax or by hand delivery to the Issuer or to such persons at such address as may be notified by the Issuer from time to time through suitable communication and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof or at the expiry of the 3 rd day from the date such notice is dispatched whichever is earlier All correspondence regarding the Debentures should be marked Private Placement of Debentures
All notices from the Issuer shall be sent to the Debenture Trustee with copies to the Debenture Holders All notices to be sent by the Debenture Trustee to the Issuer andor the Promoters shall first be sent to the Debenture Holders for Debenture Holder Approval in terms of the Debenture Trust Deed The Debenture Trustee shall ensure and procure that any notice received by the Debenture Trustee from the Issuer andor the Promoters is shared by the Debenture Trustee with all the Debenture Holders of the Issuer within a period of 2 (two) Business Days from the date of receipt of such notice and in every event before the Debenture Trustee responds to such notice
Issue Procedure Only Eligible Investors as given hereunder may apply for the Debentures by completing the application form in the prescribed format as attached in Annexure 7 (Application Form) in BLOCK LETTERS in English as per the instructions contained therein The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the Application Form No application can be made for a fraction of a Debenture Application Forms should be duly completed in all respects and applications not completed in the said manner are liable to be rejected
The name of the applicants bank type of account and account number must be duly completed by the applicant This is required for the applicants own safety and these details will be printed on the refund orders and interest redemption payments c~~ F~~~gt
~ll ~~
~( ~ )~~Jy 11 ~
~ ~
Page 36 of60-~-~ ~
The Application Form must be accompanied by either demand draft(s) or cheque(s) drawn or made payable in favour of the Issuer or otherwise as may be set out in the Application Form and crossed Account Payee Only Cheque(s) or demand draft(s) may be drawn on any bank including a coshyoperative bank which is a member or a sub-member of the New Delhi Bankers Clearing House located If permitted the applicant may transfer payments required to be made in relation to any by electronic transfer of fundsRTGS to the bank account of the Issuer as per details mentioned in the Application Form
Application Procedure Eligible Investors will be invited to subscribe by way of the Application Form prescribed in the Information Memorandum Disclosure Document during the period between the Issue opening date and the Issue closing date (both dates inclusive)
Fictitious Application As a matter of abundant caution and although not applicable in the case of debentures attention of applicants is specially drawn to the provisions of sub-section (I) of Section 68A of the Act
Any person who (a) makes ina fictitious name an application to a company for acquiring or subscribing for any shares therein or (b) otherwise induces a company to allot or register any transfer of shares therein to him or any other person in a fictitious name shall be punishable with imprisonment for a term which may extend to five years
Basis ofAllotment The Investors will be required to remit the funds as well as submit the duly completed Application Form along with other necessary documents to Issuer by the Deemed Date of Allotment Deemed Date of Allotment for the Issue is 23-10-2013 by which date Investors would be intimated of allotment
Record Date The date falling seven days prior to the Due Date or if it happens to be a holiday then the immediately succeeding Business Day shall be the Record Date
Eligible Investors Only those Investors who have been addressed through a communication directly are eligible to apply No other Investor can apply All Investors are required to comply with the relevant regulationsguidelines applicable to them for investing in this issue of Debentures
Note Participation by potential Investors in the issue may be subject to statutory andor 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 ~egulatory requirements applicable t them inclu~i~~lctUi~ exchange controls and other requIrements Applicants ought to seek Independent l~~ -~lti and regulatory advice in relation to the laws applicable to them rtf ~t
Page 37 o~-) ~~
Application under Power of Attorney Original power of attorney or the relevant authority together with its certified true copy as the case may be along with the names and specimen signatures of all the authorized signatories and the tax exemption certificate document if any must be lodged at time of submission of the completed Application Form Further modifications additions in the power of attorney or authority should be notified to the Company at its registered office
Procedure for applying for Dematerialised Facility
I The applicant must have at least one beneficiary account with any of the Depository Participants of NSDLCDSL prior to making the application
2 The applicant must necessarily fill in the details (including the beneficiary account number and Depository Participants ID) appearing in the Application Form under the heading Details for Issue of Debentures in ElectronicDematerialised Form
3 Debentures allotted to an applicant will be credited directly to the applicants respective beneficiary account(s) with the Depository Participants
4 For subscribing to the Debentures names in the Application Form should be identical to those appearing in the account 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 in the Depository
5 Non-transferable allotment advicerefund orders will be directly sent to the applicant by the Registrar and Transfer Agent to the Issue
6 If incompleteincorrect details are given under the heading Details for Issue of Debentures in ElectronicDematerialised 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
7 For allotment of Debentures the address nomination details and other details of the applicant as registered with hisher DP shall be used for all correspondence with the applicant The applicant is therefore responsible for the correctness of hisher demographic details given in the Application Form vis-a-vis those with hisher Depository Participant In case the information is incorrect or insufficient the Issuer would not be liable for the losses if any
8 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 t- ~gti)L~-~(i ~page380~ ~
~nmiddotmiddotmiddotmiddot-middotmiddotmiddotmiddot ~lt---plusmn
Documents to be provided by Eligible Investors
Investors need to submit the following documentation as applicable
Memorandum and Articles of Association or other constitutional documents
Resolution power of attorney authorising investment
Specimen signatures of the authorised signatories duly certified by an appropriate authority
bull SEBI registration certificate (if applicable)
Copy ofPAN Card to be submitted
bull Application fonn (including RTGS details)
Mode of Payment All payments must be made through cheque(s)draft(s)transfersRTGS as set out in the Application Form
Depository Arrangements The Company has appointed Skyline Financial Services Private Limited as the Registrar and Transfer Agent for the present Issue and the Company shall make necessary depository arrangements with CDSL and NSDL for issue and holding of Debentures in dematerialised form
List of Beneficiaries The Issuer shall request the Depositories to provide a list of beneficiaries as at the end of the relevant Record Date This shall be the list which will be used for payments of interest or repayment of redemption monies or any other amounts payable on the Debentures as the case may be
Effect of Holidays Should any of the dates defined above or elsewhere in this Information Memorandum Disclosure Document (except the Deemed Date of Allotment) fallon a day other than a Business Day the immediately succeeding Business Day shall be considered as the effective date(s) In case Record Date book closure date falls on a day other than a Business Day the Business Day the succeeding day shall be the record date book closure date
Tax Deduction at Source Tax as applicable under the Income Tax Act 1961 or any other statutory modification or re-enactment thereof will be deducted at source on the interest payable on the Debentures Tax exemption certificatedocumentform under section 193 of the Income Tax Act 1961 if any must be lodged at th~ Registered Office of th~ Issuer at least fiftee~~~middot(iJ2~~ (15) days before the relevant mterest payment becommg due (~ 1
i t IJ W7i$0 ~---Page 39 of 6O____~ti-----
Letters of Allotment The Issuer shall issue a Letter of Allotment to each Debenture holder on the Deemed Date of Allotment The Debentures will be subsequently credited in dematerialised form within 2 (two) Business Days from the Deemed Date of Allotment
Deemed Date of Allotment All the benefits under the Debentures will accrue to the Debenture holders from the date of receipt of the application monies The actual allotment may take place on a date other than the Deemed Date of Allotment
Refunds For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within seven days from the Deemed Date of Allotment of the Debentures 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
Joint Holders Where two or more persons are holders of any Debenture(s) they shall deem to hold the same as joint tenants with benefits of survivorship
Mode of Transfer Debentures shall be transferred subject to and in accordance with the rules procedure as prescribed by the NSDL CDSL Depository participant of the transferor transferee and any other applicable laws and the rules notified in respect thereof 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 Transferor shall give delivery instructions containing details of the transferees DP account in his depository participant
Succession In the event of demise of Debenture holder the Company will recognize the executor or administrator of the deceased Debenture holder or the holder of succession certificate or other legal representative as having title to the Debentures The Company shall not be bound to recognize such executor administrator or holder of the succession certificate or other legal representatives as having title to the Debentures unless such executor or administrator obtains probate or letter of administration or such holder is the holder of succession certificate or other legal representation as the case may be from a competent Court in India having jurisdiction over the matter The Company may in their absolute discretion where it thinks fit dispense with production of probate or letter of administration or succession ~--~gt
l
certificate or other legal representation in order to recognize such holder ~1 ~)t)
Page 40 of6~ Vv pound ~o-middot~-
bull ~f V
being entitled to the Debentures standing in the name of deceased Debenture holder on production of sufficient documentary proof or indemnity
Nomination In the event of however a deceased Debenture holder(s) having nominated any person entitled to be registered as the Debenture holder in the event of his death such nominee shall be registered as the Debenture holder in place of the deceased Debenture holder
Page 41 of 60 shy
OTHER REGULATORY AND STATUTORY DISCLOSURES
Stock Exchange Disclaimer Clause It is to be distinctly understood that filing of this Information Memorandum Disclosure Document with the Stock Exchange should not is any way be deemed or construed that the same has been cleared or approved by the Stock exchange The Stock Exchange does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue has been made or for the correctness of the statements made or opinions expressed in this Information MemorandumDisclosure Document
Listing Disclaimer The Debentures are proposed to be listed on the Wholesale Debt Market segment of the BSE The Company shall comply with the requirements of the listing agreement to the extent applicable to it on a continuous basis and shall complete all formalities relating to listing of the Debentures
Companys Disclaimer Clause The Company certifies that the disclosures made in this Information MemorandumDisclosure Document are generally adequate and III
conformity with SEBI Regulations Further the Company accepts no responsibility for statements made otherwise than in the Information MemorandumDisclosure Document or Security Documents or any other material issued by or at the instance of the Company and anyone placing reliance on any source of information other than this Information Memorandum Disclosure Document and the Security Documents would be doing at their own risk and the Company will not be liable for such reliance
Issue of Debentures in Dematerialised Form The Debentures will be issued only in dematerialized form The Issuer has made arrangements with the Depositories for the issue of the Debentures in dematerialized form Investors will have to hold the Debentures in dematerialized form as per the provisions of Depositories Act 1996
Consents ILampFS Trust Company Limited has given its written consent for its appointment as debenture trustee to the Issue under Regulations 4(4) of the SEBI Regulations and inclusion of its name in the form and context in which it appears in this Information Memorandum Disclosure Document __
4ti)~ ~ A )ro)
C
Page 42 of60
ANNEXURE 1 SUMMARY TERM SHEET
--------------------------------------------------------------------------- shyIssuer Orris Infrastructure Private Limited
Instrument Secured Cumulative Redeemable Non-Convertible Debentures
Total number of 200 NCDs Face Value ~ 10000000- (Rupees One Crore only) per Debenture
Issue Size ~ 2000000000- (Rupees Two Hundred Crores only)
Issue Price At its face value ie ~ 10000000- (Rupees One Crore only) per Debenture
Mode of Private Placement Placement Object of the The proceeds from the issue shall be utilized for the general Issue corporate purposes of the Company
Form of listed Dematerialised issuance Deemed Date of 23-10-2013 or any other date as decided by the Issuer Allotment
Tenor 48 (forty eight) months from the Deemed Date of Allotment
Redemption After expiry of the Moratorium Period the Issuer shall redeem the Debentures in equal monthly installments over a period of 33 (thirty three) months on each Due Date subject to premature redemption as permitted under the Debenture Trust Deed
Moratorium Period of 15 (Fifteen) months from the Deemed Date of Allotment Period Interest Rate Interest will be payable at the interest rate of 20 (Twenty percent)
per annum payable monthly on the Outstanding Amounts as per the Payment Schedule (refer Annexure 2 to this Information Memorandum Disclosure Document)
The first installment for interest payment shall also include an additional amount equivalent to 125 (one point two five percent) of the issue size (excluding any applicable taxes) to the Debenture holders in proportion to the Debentures held by them
Market Lot One (1) Debenture
Minimum Application
Early Repayment
Escrow Mechanism
------shy
Subject to the conditions specified in the Debenture Trust Deed (Premature Redemption) the Issuer shall have a onetime option to prematurely redeem in a single tranche and not exceeding 25 (twenty five) of the outstanding Debenture Principal Amount at any time after expiry of the 24 (twenty four) months from the Deemed Date of Allotment till the expiry of 30 (Thirty) months of the Deemed Date of Allotment (Premature Redemption Period) The Premature Redemption shall be exercised in a single tranche and shall be subject to fulfillment of each of the following conditions that the Company prematurely redeems Debentures equivalent to an amount in the multiples of ~ 50000000- (Rupees Five Crores Only) with the minimum amount being ~ 150000000- (Rupees Fifteen Crores Only) for redemption in excess of the amounts permitted for Premature Redemption as specified above the Issuer shall pay a premature redemption premium of 2 (two percent) on the amount being redeemed and paid by the Issuer plus applicable service tax or other statutory levy if any subject to deduction of income tax at the rate prescribed under the Income Tax Act 1961 (Premature Redemption Premium) subject to the Escrow Mechanism below the Issuer shall have the option to prematurely redeem the Debentures after the expiry of the Premature Redemption Period without paying any Premature Redemption Premium provided such amounts are in accordance with sub-clause (a) above and any redemption of Debentures by the Issuer in accordance with this Deed shall be proportionate redemption of all the Debentures together through reduction in face value of each Debenture Further the redemption of the Debentures may be carried out in accordance with the Escrow Mechanism mentioned below
All receivables from the Project will be deposited by the Company in an Escrow Account All monies deposited in the Escrow Account shall be utilized in following order Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal with respect to the Debentures Only upon satisfaction of the requirement of (1) and (2) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account towards withdrawal of upto ~ 900000000 (Rupees Ninety Crores only) by the Company After withdrawal of ~ 900000000 (Rupees Ninety Crores only) by the Company
Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal witl]_x~secttyct to
-_8f~~the Debentures (f~X-~~~
~ ) Page 44 amp1 ~____~i
--------------------------------------- -- -------------
Debt Service Reserve Account (DSRA)
Put Option
Issue open on
Issue closed on
Basis for Interest calculation
Listing
Depository
Credit Rating
Security
Only upon satisfaction of the requirement of (a) and (b) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account 60 (Sixty percent) of any further monies in the Escrow Account shall be used to accelerate the redemption of the Debentures and the remaining 40 shall be withdrawn by the Company
Shall mean an amount being not less than ~ 60000000 (Rupees Six Crores only) to be maintained by the Company in the Escrow Account at all times
In the event of a default as defined iIi the Debenture Trust Deed the Debenture Trustee (on instructions from the Debenture holders) can exercise a put option on the Promoters to buy back the entire outstanding Debentures
04-10-2013 or any other date as decided by the Issuer
23-10-2013 or any other date as decided by the Issuer
Interest payable on the Debentures shall accrue on a day to day basis and shall be computed on the basis of 365 (Three Hundred Sixty Five) days divided equally for each of the twelve calendar months
At the WDM segment of the BSE
NSDL and CDSL
ICRA B+ by ICRA Limited
The Debentures together with any interest accrued thereon and outstanding amounts Debenture Trustees remuneration and all costs charges expenses and all other monies due in respect of the Debentures shall be secured by
First and exclusive charge on all Project Receivables through the Deed of Hypothecation together with the Escrow Agreement and such charge will be superior to any other claims on the Project Receivables First and exclusive charge on all amounts lying to the credit of the Escrow Account under the Deed of Hypothecation First and exclusive charge by way of equitable mortgage on the Commercial Property (Mortgaged Property) through execution of a registered Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property in favour of the Debenture Trustee together with a declaration cum undertaking from CDPL declaring the creation of mortgage by deposit of titly-~Si~6d~~ the
I-SI ~~
Page 4~60
----------------------------------------------------------------------------------Commercial Property in terms of the memorandum of entry Equitable mortgage and exclusive charge over FSI equivalent to 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of the Commercial Project together with all the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
Exclusive charge over all the rights title interest benefits claims demands of any nature whatsoever of the Company under andor in respect of the CDPL Collaboration Agreements for development and construction of the Commercial Colony and the entire FSI in the Commercial Project along with proportionate undivided interest in the underlying land and without limitation the following the right to compel performance thereunder and to substitute or be substituted for the Company thereunder and to substitute and be substituted thereunder for the Company thereunder and to commence and conduct either in the name of the Company or in its own name or otherwise any proceedings against any person in respect of any breach of the CDPL Collaboration Agreements and all claims of the Company including in any proceedings against all or any such persons to any amounts owing to or received by the Company thereunder and the rights and benefits of all Approvals to the extent capable of assignment together with the right to further assign any of the CDPL Collaboration Agreements and such Approvals to any Person Pledge of shares representing the entire issued and paid up share capital of CDPL under the Deed of Pledge Personal Guarantee of Sh Vijay Gupta Sh Amit Gupta and Smt Kusum Gupta and Cheques
Security Creation The Security shall be created in the favour of the Debenture Trustee on or before the Deemed Date of Allotment
Representation The representations and warranties of the Company will be set out and Warranties in the Debenture Trust Deed
Event ofDefault All events of default as set out in the Debenture Trust Deed
Upon occurrence of such event of default Debenture Trustee shall (on instruction from the Debenture holders) issue a written notice of default to the Company and grant to the Company a cure period in accordance with the terms of Security Documents
The consequences of an event of default shall be governed_lgtY the provisions in the Security Documents and shall inclu9~~ayfu~i1t of
default interest and enforcement of the Security in the manner specified In the Security Documents including appointment of nominee director(s)
Default Interest An additional interest of 4 pa (four percent per annum) over and Rate above the Interest Rate (as defined hereinafter) (viz the default
interest rate shall be 24 (twenty four percent) payable in relation to the Debentures and the Outstanding Amounts payable In accordance with Security Documents
Registrar and Skyline Financial Services Private Limited Transfer Agent
Compliance All provisions clauses regulations specified by GOISEBIRoCBSE with respect to issue and listing of Redeemable and Secured Non-Convertible Debentures shall be complied with by the Company
Assignment Each Investor may transfer or dispose a part or the whole of its Transferability Debentures without the Companys consent
Governing Law The governing law will be the laws of India and the parties submit to and Jurisdiction the exclusive jurisdiction of the courts in Delhi
~-~---~-~
u c tL ~If) -~~-J bull (
Page 47 of60
ANNEXURE 2 PAYMENT SCHEDULE
Due date
Month 0
Last Day ofMonth 1
Last Day ofMonth 2
Last Day ofMonth 3
Last Day ofMonth 4
Last Day ofMonth 5
Last Day ofMonth 6
Last Day of Month 7
Last Day ofMonth 8
Last Day of Month 9
Last Day of Month 10
Last Day of Month 11
Last Day of Month 12
Last Day of Month 13
Last Day of Month 14
Last Day ofMonth 15
Last Day of Month 16
Last Day of Month 17
Last Day of Month 18
Last Day ofMonth 19
Last Day ofMonth 20
Last Day of Month 21
Last Day of Month 22
Last Day ofMonth 23
Last Day of Month 24
Last Day ofMonth 25
Last Day of Month 26
Last Day ofMonth 27
Outstandino D b t b
e en nre1 su )scrIptlOn amount
I dat mont I en
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
1939393939
1878787879
1818181818
1757575758
1696969697
1636363636
1575757576
1515151515
1454545455
1393939394
1333333333
1272727273
I nterest
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
32323232
31313131
30303030
29292929
28282828
27272727
26262626
25252525
24242424
23232323
22222222
Debenture Payment to I t D b tSll )SCrIP Ion e en nre
t H Idamoun 0 ers
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
60606061 93939394
60606061 92929293
60606061 91919192
60606061 90909091
60606061 89898990
60606061 88888889
60606061 87878788
60606061 86868687
60606061 85858586
60606061 84848485
60606061 83838384
60606061 8~~3 j()gt t~( S( )Page48~60
-
Due date su
Last Day of Month 28
Last Day of Month 29
Last Day of Month 30
Last Day of Month 31
Last Day ofMonth 32
Last Day of Month 33
Last Day of Month 34
Last Day of Month 35
Last Day of Month 36
Last Day of Month 37
Last Day of Month 38
Last Day of Month 39
Last Day of Month 40
Last Day of Month 41
Last Day of Month 42
Last Day of Month 43
Last Day of Month 44
Last Day ofMonth 45
Last Day of Month 46
Last Day of Month 47
Last Day of Tenor
Outstandino D b t b
b ~ t~n ure t SCrIp Ion amoun
t th da mon en
1212121212
1151515152
1090909091
1030303030
969696970
909090909
848484848
787878788
727272727
666666667
606060606
545454545
484848485
424242424
363636364
303030303
242424242
181818182
121212121
60606061
Debentme Payment to Interest subscription
t amoun Debenture
H ld0 ers
21212121 60606061 81818182
20202020 60606061 80808081
19191919 60606061 79797980
18181818 60606061 78787879
17171717 60606061 77777778
16161616 60606061 76767677
15151515 60606061 75757576
14141414 60606061 74747475
13131313 60606061 73737374
12121212 60606061 72727273
11111111 60606061 71717172
10101010 60606061 70707071
9090909 60606061 69696970
8080808 60606061 68686869
7070707 60606061 67676768
6060606 60606061 66666667
5050505 60606061 65656566
4040404 60606061 64646465
3030303 60606061 63636364
2020202 60606061 62626263
1010101 60606061 61616162
The interest payment on the first Due Date shall vary depending on the date onwh~h the
application monies for Debentures arc received til 1~~1
1bull kAij~ lt laquo~~gt ~
-
--
Page 49 of60
ANNEXURE 3
UNDERTAKING BY THE COMPANY
The Company undertakes that bull In the event the Debentures are issued in physical form the Company
shall use a common form of transfer
bull It will provide on a half yearly basis a compliance certificate duly certified by the Debenture Trustee to the Debenture holders in respect of compliance with the terms and conditions of Issue as contained in this Information Memorandum Disclosure Document and
bull Every credit rating obtained shall be periodically reviewed by the Credit Rating Agency and any revision in the rating shall be promptly disclosed by the Company to the Stock Exchange Any change in rating shall be promptly disseminated to Debenture holders and prospective Investors in such manner as the BSE may determine from time to time All information and reports on the Debentures including compliance reports filed by the Company and the Debenture Trustee shall be disseminated to the Debenture holders and the general public by placing them on the website of the Company and shall through the Debenture Trust Deed request the Debenture Trustee to place the same on its website
bull The above Information Memorandum Disclosure Document IS
compliant with all disclosures required to be made for listing of senior non-convertible debentures on a private placement basis on a recognized stock exchange as specified in Schedule I under Regulation 21 of the Securities and Exchange Board of India (Issuing and Listing of Debt Securities) Regulations 2008
laquo~~(~I0~~ For o~InCr ~cture Private Limited
~~WIVijay~
(Chairman)
Page 50 of60
ANNEXURE 4
CREDIT RATING LETTER FROM ICRA LIMITED
Ie R A Limited
Ref DRAT2013-140-362
Mr Sanjay Aggarwal VP - Accounts amp raxation Orris Infrastructure Private Limited J-105 DLF Phase -II MG Road Gurgaon - 122002 Haryana
May 21 2013
Dear Sir
Rc ICRA-assigned Credit Rating for Rs 200 crore NCD Programmc of Orris Infrastructurc l)rivate Limited (instrument details in Annexure)
Please refer to your Rating Requisition dated May 112013 and the subsequent Rating Agreement of May 162013 for carrying out the rating of the aforesaid Bond Programme The Rating Committee
of ICRA after due consideration has assigned a [ICRAIB+ (pronounced as ICM B plus) rating
to the captioned Bond Programme
We would appreciate if you can sign on the duplicate copy of this letter and send it to us within 7
days from the date of this letter as confirmation about the use of the assigned rating The rationale
for assigning the above rating will be sent to you on receipt of your confirmation about the use of our rating as above Any intimation by you about the above rating to any BankerLending
AgencyGovernment AuthoritiesStock Exchange would constitute use of this rating by you
This rating is specific to the terms and conditions of the proposed issue as was indicated to us by you
and any change In the tenns or size of the issue would require the rating to be reviewed by us If
there is any change in the terms and conditions or size of the instrument rated as above the same must be brought to our notice before the issue of the instrument If there is nny such change after the
rating is assigned by us and confirmed to use by you it would be subject to our review and may result in change in the rating assigned
ICRA reserves the right to suspend withdraw or revise the above at any (ime on the basis of new information 01 unav~ilability of information or such other circumstances which ICRA believes may
have an impact on the rating assigned to you
The rating as aforesaid howeVer should not be treated as a recommendation to buy sell or hold the
bonds to be issued by you If the instrument rated as above is not issued by you within a period of 3
BuUding No 5 2 Floor TeL + 91 - 124 - 4545300 wOiosite wwwicraJn Tower A DLF cyber City Fax + 91 - 124 - 4050424 email infoicralndiacom Phase ll Gurgaon 122002
Regd Office 1105 Kailash Building 11 Floor 26 Kastuma Gandhi Marg NeW Delhi - 110001
RATING RES EAR eli INFORMATION
months from the date of this letter communicating the rating the same would stand withdrawn unless
revalidated before the expiry of 3 months
You arc required to forthwith inform us about any default or delay in repayment of intcrest or
principal amount of the instrument mtcd as above or any other debt instruments borrowing Y nu are also required to keep llS forthwith informed of any other devclopments which may have a direct
or indirect impact on the debt servicing capability of the company including any proposal for reshy
schedulement or postponement of the repayment programmes oCthe dues debts of the company with
any lendcr(s) investor(s)
You are required to inform us immediately as and when the borrowing limit for the instrument rated
as above or as prescribed by the regulatory authority (ies) is exceeded
We thank you for your kind cooperation extended during the course of the rating exercise Should
you require any clarification please do not hesitate to get in touch with us
With kind regards
Yours sincerely
for IeRA Limited
-- Iobit Inamdar S (Senior Vice President) (Analyst)
Page 52 of60
Annexure
Details of the bank limits rated by leRA (Rated on long term seale)
Page 53 of60
I eRA limited AIIA~fIiI ofMoltldyIInvllllttmI ~
Ref DRATfl013middot140middot3611
Date August 222013
MI Sanjay AggarwaJ VP - Accounts amp Taxation Orris Infrastructure Private Limited JmiddotIO5 DLF Phasemiddotll MG Road Gurgaonmiddot J22002 Haryana
Dear Sir
Re leRA ruting for Rs 2000 crote NCD Progrumme of Orris Infrastructure Private Umlted
This is with reference to your letter dated August 9 2013 for re-validating your rating for the Rs 200 erore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Boods programme ofyour company and last communicated to you vide QuI letter dated May 212013 stands The other terms and conditions for the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DlRAT12013middot 1410-362 dated May 2013 stands
With kind regards For lCRA Limited
(Senior Vice President)
T~middot + 91middot 124 bull ~ website VWW bulliCfSio fw + 91 124 -~ email info~middoticralndiagtcom
Page 54 of60
Ie R A Lim
Ref DfRAT2013-14O-364
Date October 03 2013
Mr Sanjay Aggarwal VP - Accounts amp Taxation Orris Infrastructure Private Limited J-105 DLF Phasemiddotmiddotll MG Road Gurgaon - 122002 Haryana
Dear Sir
Re ICRA rating for Rs 2000 crOTe NCD Programme of Orris Infrastructure Private Limited
This is with reference to your letter dated September 03 2013 for re-validating your rating for the Rs 200 crore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Bonds programrne of your company and last conununicated to you vide our letter dated August 22 2013 stands The other terrns and conditions fur the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DRATI2QI3middot 14()362 dated May WI3 stands
With kind regards For [eRA Limited
Vi (Senior Vice President)
Buildlng No 2 Iloot Tel + 81 124 - 4545300 websf1e WWWJCf8D
Tower A Cyber Oily Fax + 91 124 bull 4000424 ilImaH lnfoicralfldliLcof1
Phase II Gurgaonmiddot 1~
Regd Offictl noo iltailash Building i 1 Floor 26 KDtwoo Qandhi Marg New Delhi bull 110001
RATING RES EAR C H INfORMATION
Page 55 of60
ANNEXURE 5
CONSENT LETTER FROM DEBENTURE TRUSTEE
Ref No 1750 ITCL JUtmiddots I ru~1 Company Limilt~d
September 30 2013
Orris Infrastructure Private limited (Company) Jmiddot105 OLF PhaSe - 11 MG Road Gurgaon 122002
Kind Attention Mr Vljay Gupta Director
Sub listed Secured Redeemable Non Convertible Debentures (NCDs) aggregating to Rs 200 crs proposed to be issued by the Company on private placement basis
Dear Sirs
This is with reference to our discussion regarding appointment of ILampFS Trust Company limited (ITCL) as Debenture Trustee for the proposedlssue of listed Secured Redeemable NCDsof Rs 1 crore each aggregating to Rs 200 crs to ~ issued by the Company on private placement basis In this regard VIle do hereby give out consent to act as the Debenture Trustee subject to the Company agreeing to the following conditions
1 The Company agrees and undertakes to create the securities over such terms and conditions as detai~d in the signed Information Memorandum as submitted to us and execute the Debenture Trust Deed and other necessary security documents as required
2 The Company agrees amp undertakes to pay Debenture Trustees so long as they hold the office of the De~nture Trustee remuneration as stated in appointment letter dated July 30 2013 for the services as Debenture Trustee in addition to all legal travelling and other costS charges and expenses which the Debenture Trustee or their officers employees or agents rnayiocur in relation to execution of the Debenture Trust Deed and all other documents affecting the Security till the monies in respect of the Debentures have been fully paid-off and the requisite formalities for satisfaction of charge in aU respects have been complied with
3 The Company agrees ft undertakes to comply with the provisions of SEal (Debenture Trustees) Reguliltions 1993 SE61 (Issue and Listing of Debt Securitles) Regulations 2008 SEBICircutar No$EaIIlMOOfgtl1Sondl2oo911 105 dated 11052009 on Simplified Listing Agreement for Debt Securities read with the SEBl Circular No SEBIIIMDDOF-1 tBONDlClr-5120o9 dated the 16th November 2009 the Companies Act 19l)6 ilnd other applicable proviSions I circulars guidelines etc as applicable and amended from time to time and agrees to furnish to Trustees such information in terms of the same on regular basis
Sincerely For ILftFS Trust Company lilDi~d
lL__~~ ~ ~ ~~~ --- ~
Authorized Signatory
lUfFS Finru1 Centre PloINo C 22 G Block 5th Floor Bjr Kurio Complex Bandra (Eastl Mumbamiddotmiddot 40(K)SI INDIA
Bangalor( Office ILEtFSTru1 (ompally Ltdbull ALmiddotLalheef 151 Floor No 2Unioll Slreet Offlnanlry Raad Banglore 5hlX)OI INDIA
New Delhi Offire ILftFSTrusl (ompY tId Amiddot26a lsI Ploor Bhishm Pithamah Marg DefencfCoony New Delhi - 110024 INDIA
Kolkala Offilaquo ILftfSTrusl Company Ltd ILIIFS Constantia lnlflPor n Dr11 lIt Bramachari Street Kolkata bull 700017 INDIA
Page 56 of60
ANNEXURE 6
CONSENT LETTER FROM REGISTRAR AND TRANSFER AGENT i
Skyline Financial Serrr)ices Pvt Ltd SEBI REGISTERED CATEGORY1 REGk)IRARS ampSHARE TRANSfRAtgtENT D153A Ht Floor () nol Area Ph bullbullbullI New Dolhmiddot llO 020 1 9 middot1126812682 2S612~83 EmiddotmaI nOlltyhOaccrn tte-oSi$ wwwSiltyllnfHla_all1
August 29 2013
MrVlneel Kumar Gupta
Sr Manaler Secretarial
Orris InfraSlrucllJre Private Limited
Orris la M G Road
Gurgaoo - 1iG 002 (Hr)
Sub Consent to aet as Registrar to Issue and TfBllSfer Agent
DearSJr
Thls1s in reference 10 YOllr email datild AugJS1 29 2013 We hereby give our consent to act as 21
Registrar to IsSue and Transfer Agent for your propOSed issue of 1O - conveo1ibledebentures Of Rs
20000 Crore (jl1d our name IS Registrar to i$sueandShare Transfer agent may please be included in
Thanking you Y()ursfailhfufy
Vice- President
Page 57 0[60
--
-------
ANNEXURE 7
APPLICA TION FORM
ORRIS INFRASTRUCTURE PRIVATE LIMITED Registered Office RZ-D-5 Mahavir Enclave New Delhi 110045
Corporate Office 1-105 DLF Phase II Mehrauli Gurgaon Gurgaon -122002
Application No ___ Date
Dear Sirs
VWe have read and understood the terms and conditions of issue by Orris Infrastructure Private Limited of senior secured cumulative redeemable Non-Convertible Debentures of face value ~ 10000000 (Rupees One Crores only) having a coupon rate of 20 pa on a private placement basis on the face value aggregating to ~ 2000000000- (Rupees Two Hundred Crores only) (Debenture) contained in the Information Memorandum Disclosure Document dated __2013 VWe bind ourselves to the terms and conditions as contained in the Information Memorandum Disclosure Document and wish to apply for allotment of these Debentures The amount payable on application as shown below is remitted herewith On allotment please place myour name(s) on the Register of Debenture holder(s)
(Please read carefully the instructions on the next page before filling this form)
No of Debentures applied No in figures No in words for
Amount (~)
Detal s I 0 f payment ChequesDemand Date Drawn on Bank DraftlRTGS Details
Applicants Name amp Address in full (please use capital letters)
Pin Code Telephone I Fax Email
I Status Bankin~ Company ( ) Insurance Company ( ) Other ( ) (specify in case of others) Name of Authorized Signatory Designation Signatures Signatoty
Details of Bank Account Bank Name amp Branch Nature ofAccount Account No IFSCINEFT Code middot)---~1
-- --
Depository Details
I1We the undersigned want to hold the Debentures of the Company in the dematerialised fonn Details of myour Beneficiary Account are given below
Depository Participant Name - shy
DPID
Beneficiary Account Number shy
Name of the Applicant
() II We understand that in case of allotment of Debentures to my lour Beneficiary Account as mentioned above would be credited to the extent of Debentures allotted
Taxpayers PAN I GIR No IT CircleIW ardlDistrict ( ) Not Allotted
Tax Deduction Status () Fully ( ) Tax to be ()Yes ONo Exempt deducted at
Source
I1We hereby understand that the Company has not provided and will not provide any material or other infonnation regarding the Debentures except as included in the Infonnation Memorandum Disclosure Document
Signature of the Applicant _________________(Tear here)__________
ACKNOWLEDGEMENT SLIP
Application No Date -- shyReceived From
1shy----------------------~
By ChequelDemand DraftlRTGS No
drawn on towards application for ______ Debentures (Chequesl Demand Drafts are subject to realisation)
For Orris Infrastructure Pvt Ltd
For all further correspondence please contact INFRASTRUCTURE PRIVATE LIMITED Tel +91 124-4979200
Page 59 of60
10
INSTRUCTIONS
You must complete application in full in BLOCK LETTERS IN ENGLISH
2 Your Signatures should be made in English or in any of the Indian languages
3 Application forms duly completed in all respects together with high value Cheques Pay Order Demand Drafts must be lodged at the Orris Infrastructure Private Limited Corporate Office (as provided above)
4 Payments through RTGS shall be made as follows
Beneficiary Account name Orris Infrastructure Private Limited IFSC Code UTIB0000056 Bank Account No 056010200015303 Bank Axis Bank Ltd Branch Sec-14 Gurgaon
5 The Cheque(s)Demand Draft(s) of high value clearing zone should be drawn in favour of ORRIS INFRASTRUCTURE PVT LIMITED and crossed Ale payee only Cheque(s)Demand draft(s) may be drawn on any scheduled bank and payable at Delhi
6 Mr Vineet Gupta as authorised representative of the Company will issue the Acknowledgement Slip (appearing below the Application Form) as acknowledgement of receipt of applications No separate receipt will be issued
7 You should mention your Permanent Account Number or the GIR number allotted under Income- Tax Act 1961 and the Income-Tax CirclelWardlDistrict In case where neither the PAN nor GIR number has been allotted the fact of non-allotment should be mentioned in the application form in the space provided
8 The application would be accepted as per the terms of the issue outlined in the Information Memorandum Disclosure DOC~fii
r1- -~0 gt tl~~ ~gt
j )j~ (~~ ~O
~ shy
Page 60 of60
Date of Increase Incorporation
September 52007
December 1 2007
July 25 2012
Alteration The authorized share capital of the Company at the time of incorporation was ~ 500000- (Rupees five lakhs only) divided into 50000 (fifty thousand) equity shares of~ 10- (Rupees ten only) each
The authorized share capital of the Company was increased from ~ 500000 - (Rupees five lakhs only) to ~ 10000000- (Rupees one crore only) divided into 1000000 (Ten Lakh) equity shares of ~ 10- (Rupees ten only) each
The authorized share capital of the Company was increased from ~ 10000000- (Rupees one Crores only) to ~ 100000000 - (Rupees ten crore only) divided into 10000000 (one crore) equity shares of ~ 10- (Rupees ten only) each
The authorized share capital of the Company was increased from ~ 100000000- (Rupees Ten Crores Only) divided into 10000000 equity shares of ~ 10- (Rupees Ten Only) each to ~ 500000000shy(Rupees Fifty Crores Only) divided into 50000000 equity shares of~ 10- (Rupees Ten Only)
Date of Allotment
July 26 2006
October 222007
January 9 2008
March 21 2009
June 26 2012
August 82012
March 16 2013
No of Shares and Face Value
10000 Shares of ~ 10 each
500000 Shares of ~ 10 each
800000 Shares of ~ 10 each
2000000 Shares of~ 10 each
1655000 Shares of~ 10 each
19860000 Shares of ~ 10 each
4965000 Shares of~ 10 each
Amount per
share 10
10
10
10
10
10
10
Capital (~)
100000shy
5000000shy
8000000shy
20000000shy
16550000shy
198600000shy
ubullbull _bullbullbull ~-~_______~__________________
Sr Name of No the
Shareholder
Vijay Gupta1
Amit Gupta2
Sumit 3 Gupta
Kusum 4 Gupta
Mamta 5 Gupta
Pooja Gupta6
Ms Vijay 7 Gupta (HUF)
Ms Amit 8 Gupta (HUF)
Ms Sumit 9 Gupta (HUF)
Address
C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058
C-3260 Janakpuri New Delhi 110058
C-3260JanakpuriNew Delhi 110058
C-3260 Janakpuri New Delhi 110058
2681100
2681100
2085300
2383200
2383200
2383200
5064300
5064300
5064300 10
No of Amount Type shares per of
Share Shares
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
Equity
4 Debt-equity ratio prior to and after issue of Debentures
(Amounts in~)
Debt 2652702404 4652702404 Equity 368205693 368205693 Debt-Equity Ratio 720 1264
1 The figures are as per provisional accounts for the [mancial period ending September 272013 The figures are as per provisional accounts for the financial period ending 27th September 2013 3114--bull
includes debenture issued 200 secured redeemable Non-Convertible Debenture of 2000000qQ9t~~(9~
(Rupees Two Hundred Crores only) to be raised through present Issue of Debentures f - ~ ~_ (5 ~I
Page 1~ ~~~~j ~~~-j5-~
2
FINANCIAL HIGHLIGHTS OF THE COMPANY 3
Provided below are highlights from March 31 2013 and March 312012
-
PARTICULARS
Shareholders Funds Share Capital Reserves and Surplus Non-Current Liabilities Long-Term Borrowings Other Long Term Liabilities Long Term Provisions Current Liabilities Short-Term Borrowings Trade Payables Other Current Liabilities Short-Term Provisions TOTAL Non-Current Assets Fixed assets (i) Tangible assets (ii) Intangible assets (iii) Capital work-in-progress
Non-current investments Deferred Tax Assets (Net) Long term loans and advances Current assets Inventories Trade Receivables Cash and Cash Equivalents Short-Term Loans and Advances TOTAL
Profit amp Loss Statement Income From Operations Expenditure Profit Before Tax Provision For Tax NET PROFIT
the Companys balance sheet as on
AS AT AS AT
31032013 31032012 -
(In t) (In t)
297900000 33100000 213213781 387605693
833881405 1163249172 113701597 104516080
3716055 2624152
1043912351 511881321 318959605 500619871
7230525889 6415810732 2987458 middot12901961
10058798141 9132308982
41142649 84146355 1804455 1364419
10535400 shy8181894 8298894 5484172 6174926
211337362 637591171
3033819766 2432400222 - 14337455
325475165 554273019 6421017278 5393722521
10058798141 9132308982
FY 2013 FY 2012 3813273647 2063682309
3670103696 1960640137 143169951 103042172 51380355 54143420
90408088 54024176
3 The above given figures are duly audited by auditors of the company
OFFER DETAILS
1 Details of debt securities issued and sought to be listed The securities proposed to be issued pursuant to this Information Memorandum Disclosure Document will be listed on WDM of the BSE
2 Nature of Instrument Senior Secured Cumulative Redeemable Non-Convertible Debentures issued on a private placement basis
3 The Issue size The Company proposes to issue 200 Secured Cumulative Redeemable Non-Convertible Debentures having Face Value of ~ 10000000shy(Rupees One Crores only) each having aggregate face value of ~ 2000000000- (Rupees Two Hundred Crores only)
4 Face Value Each Debenture has a face value of ~ 10000000- (Rupees One Crores only) per Debenture
5 Redemption The outstanding amount of the Debentures shall be repaid in monthly installments payable as per the Payment Schedule
Unless redeemed earlier m accordance with this Information Memorandum Disclosure Document and the terms of the Security Documents the Debentures shall stand redeemed on payment of the final installment as per the Payment Schedule The redemption shall apply to each Debenture uniformly Any redemption of Debentures by the Company shall be proportionate redemption of all the Debentures collectively through reduction in face value of each Debenture
In the event of a default as defined in the Debenture Trust Deed the Debenture Trustee (on instructions from the Debenture holders) can exercise a put option on the Promoters to buy back the entire outstanding Debentures
6 Tenor Forty Eight (48) months from the Deemed Date of Allotment ending on the last Due Date unless redeemed earlier in accordance with the terms of the Debenture Trust Deed
7 Interest Rate The Debentures will carry an interest at the rate of 20 (Twenty percent) per annum payable monthly (subject to deduction of tax at source if applicable at the rate prevailing from time to time under the provisions of the Income Tax Act 1961 or any other statutory modifications or reshyenactment thereof for which a certificate will be issued by the Company-_ on the outstanding principal amount of Debentures and(other-~~
i ( y page~f )~
- -
-
Outstanding Amounts throughout the tenure of the Debentures till final redemption as per Payment Schedule
Interest payable on the Debentures shall accrue on a day to day basis and shall be computed on the basis of 365 (Three Hundred Sixty Five) days divided equally for each of the twelve calendar months
8 Payment Mechanism Payments towards interest and towards repayment of the outstanding amount of Debentures shall be made by way of drafts cheques credit through RTGS mechanism on the Due Dates to those Debenture holder(s) whose names appear on the list of beneficiaries provided by the Depositories to the Issuer Such payments shall be made from the Escrow Account in the manner specified in the Debenture Trust Deed The names would be as per the Depositories records on the relevant Record Date fixed for the purpose of such payments as provided in this
Information Memorandum Disclosure Document In case of those Debentures for which the beneficial owner is not identified by the Depository as on the Record Date the Issuer would keep in abeyance the payments till such time that the beneficial owner is identified by the Depository and conveyed to the Issuer whereupon the payments will be paid to the beneficiaries as identified
In case the Due Date falls on a day which is not a Business Day then the payment due shall be made on the succeeding Business Day
9 Security The principal amount of the Debentures together with any interest accrued thereon and other Outstanding Amounts Debenture Trustees remuneration and all costs charges expenses and all other monies due in respect of the Debentures and or under the Transaction Documents shall be secured by the Obligors by
a First and exclusive charge on all receivables from the Project through the Deed of Hypothecation together with the Escrow Agreement and such charge will be superior to any other claims on the Project receivables
b First and exclusive charge on all amounts lying to the credit of the Escrow Account under the Deed of Hypothecation
c First and exclusive charge by way of equitable mortgage on the Commercial Property (Mortgaged Property) through execution of a registered Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property in favour of the Debenture Trustee together with a declaration cum undertaking from CDPL declaring the creation of mortgage by deposit of title deeds of the Commercial Property in terms of the memorandum of entry
d Equitable mortgage and exclusive charge over FSI equivalent to 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of the Commercial Project together with all the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
e Exclusive charge over all the rights title interest benefits claims demands of any nature whatsoever of the Company under andor in respect of the CDPL Collaboration Agreements for development and construction of the Commercial Colony and the entire FSI in the Project along with proportionate undivided interest in the underlying land and without limitation the following
(i) the right to compel performance thereunder and to substitute or be substituted for the Company thereunder and to substitute and be substituted thereunder for the Company thereunder and
(ii) to commence and conduct either in the name of the Company or in its own name or otherwise any proceedings against any person in respect of any breach of the CDPL Collaboration Agreements and
(iii) all claims of the Company including in any proceedings against all or any such persons to any amounts owing to or received by the Company thereunder and
(iv) the rights and benefits of all Approvals to the extent capable of assignment together with the right to further assign any of the CDPL Collaboration Agreements and such Approvals to any Person
(v) Pledge of shares representing the entire issued and paid up share capital of CDPL under the Deed of Pledge
(vi) Personal Guarantee of Sh Vijay Gupta Sh Amit Gupta and Smt Kusum Gupta and
(vii) Cheques
CDPL has consented to creation of charge over the entire FSI to the extent of 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of t
The said security shall be created in favor of the Debenture Trustee on or by the Deemed Date of Allotment
Obligors will ensure that market value of the above mentioned security will be at all times equal to the face value of the outstand~icitZt~ Debentures tp ---YZoltgtl
lSI r~
i~ ~r)Page 22 oK~-_
~~-___i
10 Board Authority The private placement of Debentures under this Information Memorandum Disclosure Document is being made pursuant to the resolution of the Board of Directors of the Company at its meeting held on June 24 2013
11 Rating and rating rationale ICRA has assigned a ICRA B+ (pronounced as ICRA B plus) rating to debentures programme of the Company to the extent of ~
2000000000- (Rupees Two Hundred Crores only) vide letter ref no DRAT2013-140-362 on May 212013 and revalidated vide letter ref no DRAT2013-140-363 on August 222013 The long-term rating carries a stable outlook A copy of the rating letter and its rationale from ICRA is enclosed as Annexure 4_ to this Information Memorandum Disclosure Document
12 Details of utilisation of the Issue Proceeds Our Board of Directors certifies that the proceeds of the Issue of Debentures shall be utilized for the general corporate purposes of the Company
13 Minimum Number of Debentures for Subscription The application must be made for a minimum of one (1) Debenture and in multiple of one (1) Debenture thereafter There is no maximum limit on the application
14 Listing The Debentures are proposed to be listed on the WDM segment of the BSE the details of which are provided below
The Bombay Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400001 Phone 91 22 227212334 Fax 91 22 22721919
The COJpany shall make an application to the BSE to list the Debentures to be issued and allotted pursuant to this Information Memorandum Disclosure Document and shall take all necessary steps to complete all the formalities relating to listing of the Debentures within 15 (fifteen) days from the date of closure of the Issue Date If such permission is not granted by the BSE within 15 (fifteen) days from the date of closure of the Issue or where such permission is refused by the BSE before the expiry of the 15 (fifteen) days from the closure of the Issue the Company shall at the option of the Debenture holders repay with interest (at the applicable Interest Rate) all monies received by it If the Company fails to repay such monies within 5 (five) days after the Company becomes liable to repay it then the default interest (at the applicable Default Interest Rate) shall also apply to the amount payable
by the Company over and above the applicable interest iP~d (OS4( i~
Page 23~~ ~Sl-C ~-_-)to ~--i-~-~
In connection with listing of Debentures with BSE the Company hereby undertakes to comply with all requirements of the Act applicable SEBI rules and regulations including Securities and Exchange Board of India (Issue and listing of Debt Securities) Regulation 2008 and the listing agreement with BSE
15 Market Lot The minimum lot size for trading of the Debentures on the Stock Exchange is proposed to be one (1) Debenture
16 Underwriting of the Issue The present Issue of Debentures has not been underwritten
17 Tax Benefits The Debenture holder(s) are advised to consider in their own case the tax implications in respect of subscription to the Debentures after consulting their respective tax advisor
18 Governing Law The Debentures shall be construed to be governed in accordance with the laws of India Any dispute arising thereof will be subject to exclusive jurisdiction of the courts in Delhi Over and above the aforesaid terms and conditions the said Debentures shall be subject to the terms and conditions of the Security Documents
19 Debenture Redemption Reserve The Company hereby agrees and undertakes to create a debenture redemption reserve as per the provisions of the Security Documents the Act and the rules regulations notifications and circulars issued by the Ministry of Corporate Affairs and if during the currency of these presents any guidelines are formulated (or modified or revised) by the Central Government or any government agency or corporation having authority under Law in respect of creation of debenture redemption reserve applicable to the Debentures the Company shall duly abide by such guidelines and execute all such applicable supplemental letters agreements and deeds of modifications as may be statutorily required by the Debenture holders or the Debenture Trustee
20 Undertaking to use a Common Form of Transfer The issue of Debentures shall be made in dematerialized form only and no Debentures will be issued in physical form However the Company will use a common transfer form for physical holdings if at a later stage there is any holding in physical form due to the depository giving any Debenture holder the option to rematerialize the Debentures
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
The following contracts documents not being contracts entered into in the ordinary course of business carried on by the Company or entered into more than two years before the date of this Information Memorandum Disclosure Document which are or may be deemed material have been entered into by the Company These material contracts or documents may be inspected at the Registered Office of the Issuer from 1000 am to 100 pm on all working days from the date of this Information Memorandum Disclosure Document until the date of closure of this Issue
Material Contracts 1 Copy of the letter from Skyline Financial Services Private Limited to the
Company giving their consent to act as the Registrar and Transfer Agent to the Issue
2 Copy of letter from ILampFS Trust Company Limited to the Company giving their consent to act as the Debenture Trustee to the Issue
Material Documents L Memorandum and Articles of Association of the Company as amended
from time to time
2 Credit rating letter from ICRA Limited
3 Copy of Certificate oflncorporation of the Company dated July 262006
4 Certified true copy of the resolution dated June 24 2013 approving the issue of Debentures and creation of securities on the term and conditions stated in this Information Memorandum Disclosure Document
5 Copy of Tripartite Agreement dated 17-02-2011 between the Company the Registrar and Transfer Agent and the CDSL (Depository)and Copy of Tripartite Agreement dated 03-03-2011 between the Company the Registrar and Transfer Agent and the NSDL (Depository)
6 Copies of Audited Financials of the Company for the last three financial years
DISCLOSURE ON EXISTING FINANCIAL INDEBTNESS
1 Details of Secured Borrowings4
Ao The secured loans of the Company outstanding as on March 312013 is as follows
(Amount in f)
Details of Vehicle Loans Axis Bank October 27 1390055 EMI Start date- Hypothecated to Limited 2010 December 10 2010 Axis Bank (BMW) Closure date- Limited
November 10 2013 HDFC March 09 2472342 EMI Start Date Hypothecated to Bank 2012 April 052015 HDFC Bank Limited Closure Date - April Limited (BMW) 052015
None of the above loans is secured against any of the security (as detailed in Offer Details section above)
B The Secured Debentures of the Company outstanding as on March 312013 are as under
ILampFS Secured 17 Monthly 1 14th part of the first floor Trust Redeemable installment (without Roof Right) being 45 Company Non- pa s Start sq yards out of 180 sq yards of Limited Convertible date- the first floor constructed on
Debentures 2205201 free-hold land bearing plot No Series shy I of 1 RZ-D-5 First Floor Mahavir aggregate Closure Enclave New Delhi -110045 face value of dateshy admeasuring 180 sq yards out 2202201 ofkhasra number 8314 35000000 4 situated in the area of village 0- (Rupees Palam now known as Mahavir Thirty Five Enclave Block -D New Delhi-Crores) 110045 issued at a discount of 2 Mortgage assignment of all the 17513shy rights title and interest
4 The figures are as per the audited balance Sheet for the financial year ending March 31 2013
----- shy
(Rupees whatsoever of the Company in Seventeen to under andor in respect of Thousand the collaboration agreements Five dated 27102007 and Hundred 01072010 executed with CDPL and Thirteen for development and only) on the construction of the Commercial face value Complex and sale of FSI to the (being ~ extent of 625000 Sq Ft along 10000001- with proportionate interest in (Rupees Ten the underlying land inl of the Lakhs only)) Commercial Complex of each debenture 3 Out of the total sanctioned FSI
of 702871 Sq Ft of Commercial Complex mortgage and charge over FSI equivalent to 625000 Sq Ft including prorata share over all that piece and parcel of free hold land admeasuring 95 acres (approx located at Sector 82A Gurgaon Haryana India over which the Commercial Complex is proposed to constructedI developed together with proportionate buildings and structures thereon AND the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
4 Pledge of entire issued equity share capital of CDPL
5 Post-dated cheques
6 Personal Guarantee of the Promoter viz Mr Vijay Gupta
ILampFS Secured 17 Monthly 1 114th part of the first floor Trust Redeemable installment (without Roof Right) being 45 Company Non- pa s Start sq yards out of 180 sq yards 0 f Ltd Convertible date- the first floor constructed on
Debentures 1506201 free-hold land bearing plot No Series - II of 1 RZ-D-5 First Floo~ M~ct[~ aggregate Closure Enclave New DelhI -11
-_ ()-4~-----
ltshy -
---- ----- ---------------shyface value of date- admeasuring 180 sq yards out ~ 1505201 of khasra number 83 14 42500000 4 situated in the area of village 0- (Rupees Palam now known as Mahavir Forty Two Enclave Block -D New Delhi-Crares) Fifty 110045 Lakhs
2 Mortgage assignment of all theissued at a rights title and interestdiscount of ~ whatsoever of the Company in58065shyto under andor in respect of(Rupees Fifty the collaboration agreementsEight dated 27102007 andThousand 01072010 executed with CDPLSixty Five for development andOnly) on the construction of the Commercialface value Complex and sale of FSI to the(being ~ extent of 625000 Sq Ft along1000000 shywith proportionate interest in(Rupees Ten the underlying land in of theLakhs only)) Commercial Complexof each
debenture 3 Out of the total sanctioned FSI of702871 Sq Ft of Commercial Complex mortgage and charge over FSI equivalent to 625000 Sq Ft including prorata share over all that piece and parcel of free hold land admeasuring 95 acres (approx) located at Sector 82A Gurgaon Haryana India over which the Commercial Complex is proposed to constructed developed together with proportionate buildings and structures thereon AND the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
4 Pledge of entire issued equity share capital of CDPL
5 Post-dated cheques
---6 Personal Guarantee of the Promoter viz Mr Vijay(qtipta
1
IDEI Trusteeshi p services Limited
Secured Redeemable Optional Convertible Debentures of aggregate face value of
80000000 0- (Rupees Eighty Crore Only) on the face value (being 5000000shy(Rupees Fifty Lakhs only)) of each debenture
Qu art erly Co u po n Rat e of 55
The company shall be obliged to redeem the OCDs in four equal installment s starting from march 31 2014 over a period of 6 (six) financial quarters (the first such financial quarter ending on March 31 2014) such that the OCDs are completely redeemed on June 302015
(i) First sole amp exclusive charge by way of(a) equitable mortgage on the Mortgaged Security Property I and (b) equitable mortgage on the Mortgaged Security Property II
Mortgaged Security Property-I shall mean 23268 acres out of the larger property being the aggregate of 19218 acres (forming part of 25018 acres of land for which License is in place) and the 405 acres for which letter of intent is in place along with the proportionate floor space index and all present and future buildings and structures constructed thereon and all the rights title and interest of the Company and the concerned group housing project landowners over such property excluding 404 (four hundred and four) number of units constructedto be constructed over the aforesaid 19218 acres as more particularly detailed III the transaction documents
Mortgaged Security Property-II shall mean 696 acres out of the security property-II 1004 acres of acquired land in Sector 85 Gurgaon Haryana along with the proportionate floor space index and all present and future buildings and structures constructed thereon and all the rights title and interest of the Company and the concerned group housing project landowners over such property
(ii) first sole and exclusive charge on present and future basis by way of hypothecation on the relevant group housing _poject
-------------------------~----------~-----------------------------receivables from time to time and monies lying and credited into the escrow accounts at any point in time including any fIxed deposits created in accordance with the escrow account agreement out of such monies from time to time together with all and any interest accruing in respect thereof and
(iii) The issuance of personal guarantees by the Promoters in favour of IDBI guaranteeing the fulfIllment of the secured obligations
The NCD Series - I were fully redeemed on July 272013
2 Details of Unsecured Borrowings5
The unsecured loans of the Company outstanding as on March 31 2013 follows
(in ~)
Loan from Body Corporate Flair Exports Pvt Ltd Seh Realtors Pvt Ltd Citland Commercial and Credits Ltd Delhi Brass and Metal Works Pvt Ltd Span India Pvt Ltd Loan Directors Shareholders and their Relatives Amit Gupta-Loan Taken Vijay Gupta (Loan Taken) Amit Gupta (HUF) Green Bay Infrastructure Pvt Ltd Kusum Gupta Mamta Gupta Pooja Gupta Vijay Gupta(HUF)
5000000000 10000000000 16670000000 6670000000
11670000000
2850848000 7929999985
20000000 32146887100
2466000000 5625400000 3250000000
92100000
5 The figures are as per audited financial for the financial year ending March 31 2013
Page 300[60
3 Details of Bank Guarantee6
Bank Guarantee by the Company in respect of Orris Business Square - 95 Acres
ICICI Bank 1 Limited June 182010
Issued by ICICI Bank June 182010 and Valid till October 28 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 2 Bank Ltd Jan 03 2013
ICICI Bank 3 Limited February 232011
Director Town and Country Planning Chandigarh
Director Town and Country Planning Chandigarh Haryana State Pollution Control Board
62946450 October 282012
5938000 October 272014
3750000 February 222016
Bank Guarantee by the Company in respect of Carnation Residency Aster Court Aster Court premier amp Villas 33 -25018 Acres
Issued by ICICI Bank on September 232008 amendment dated September 102010 and valid till September 22 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 4 Bank Ltd September 222012
Issued by ICICI Bank on September 23 2008 amendment dated September 102010 and valid till September 22 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 5 Bank Ltd September 222012
Director Town and Country Planing Chandigarh 111524000
September 222014
Director Town and Country Planing Chandigarh
6 The figures are as per audited accounts for the financial year ending March 31 2013
Page 31 0[60
--
----- --- - shyIssued by ICICI Bank on December 16 2010 and expiry date is Dec 15 2015 but we close it Haryana with ICICI Bank and a State fresh guarantee was Pollution
ING Vysya issued by ING Vysya Control January 6 Bank Ltd bank on 23012013 Board 5000000 142016 Bank Guarantee by the Company in respect of Spring Homes middot10043 Acres
Director Town and Country
ING Vysya Planing September 7 Bank Ltd September 32012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 8 Bank Ltd September 3 2012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 9 Bank Ltd September 32012 Chandigarh 13112500 22016
Director Town and Country
ING Vysya Planing September 10 Bank Ltd September 32012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 11 Bank Ltd September 3 2012 Chandigarh 14752500 22016 Bank Guarantee by the Company in respect of Carnation Residency Aster Court Aster Court premier amp Villas 33 -405 Acres
Director Town and Country
ICICI Bank Planing August 71 12 Limited August 8 2011 Chandigarh 21632230 2015
Director Town and Country
ICICI Bank Planing August 7 13 Limited August 8 2011 Chandigarh
---shy5062~~t ~~015
6ltC [-I_i ~~-
I cel i Ieshy -
Note ~
10 Bank Guarantee of 35 Crore is issued by ING Vysya Bank 2 ING Vysya Bank has given counter guarantee against BG of 21632230
amp 5062500 issued for Aster Court Carnation Residency Aster Court Premier amp Villas 33 ING has given counter guarantee for 62946450 amp 3750000 issued for OB8
3 In OB8 all payment of EDC has been made so BG of 62946450 will be released which is already expired
4 Bank guarantee issued by ING Vysya bank is on 10 cash margin on fIxed deposit
5 Security offered against 35 Cr Bank guarantees issued by ING Vysya Bank is following
Orris HQ(J-I0S DLF Phase-II(Gurgaon)-Given as collateral security Janakpuri (C-3260 New Delhi)-Given as collateral security
4 Particulars of debt securities issued (i) for consideration other than cash whether in whole or in part (ii) at premium or discount or (iii) in pursuance of an option
The Company confIrms that save and except the following given below company has not issued any debt securities (i) for consideration other than cash whether in whole or in part (ii) at premium or discount or (iii) in pursuance of an option
bull NCD-I at discount
bull NCD-II at discount bull OCD in pursuance of an option
5 Servicing behavior on existing debt securities payment of due interest on due dates on term loans and debt securities
The Company hereby confIrms that
1 it has been servicing all its principal and interest on time and there has been no subsisting delay or default since its incorporation
Ii there is no subsisting default in repayment redemption of any of its borrowings nor has the Company affected any kind of roll over against any of its borrowings in the past
6 That the permissionconsent from the prior creditor for a second or pari passu charge being created in favor of the trustee to the proposed issue has been obtained
The existing mortgage over the Co~mercial Property s~all be ~leared~tT~l the Company and a no dues certifIcate shall be obtamed pnor ~~tMe -~0--o Deemed Date of Allotment Accordingly the Company hereby cott(rms 1
If) J -~ ~ 1( D gt~
Page 33 6 ~
that it does not require any consent permission to create security in relation to the Debentures as stipulated in this Information Memorandum Disclosure Document and the Security Documents
7 Any material eventdevelopment or change at time of issue or subsequent to the issue which may affect the issue or the Investors decision to invest continue to invest in the debt securities
Directors of the Company represent that there have been no material developments at the time of issue or subsequent to the issue which would materially and adversely affect or are likely to affect the business of the Company or the value of its assets or its ability to pay its liabilities
OTHER INFORMATION AND ISSUE PROCEDURE
The Debentures being offered as part of the Issue are subject to the provisions of the Act the Memorandum and Articles of Association of the Issuer the terms of this Information Memorandum Disclosure Document Application Form and other terms and conditions as may be incorporated in the Debenture Trust Deed and other Security Documents
Issue of Debentures in Dematerialised Form The Debentures will be issued in dematerialized form The necessary arrangements are being made with the Depositories for the issue of the Debentures in dematerialised form Investors will have to hold the Debentures in dematerialised form as per the provisions of Depositories Act 1996 The Company shall take necessary steps to credit the Debentures allotted to the depository account of the Investor
Trustee for the Debenture holder(s) The Issuer has appointed ILampFS Trust Company Limited to act as trustee for the Debenture holder(s) The Issuer and the Debenture Trustee intend to enter into the Debenture Trust Deed inter alia specifying the powers authorities and obligations of the Debenture Trustee and the Issuer The Debenture Trustee shall act based on the provisions of the Debenture Trust Deed The Debenture Trustee will at all times protect the interest of the Debenture holder(s) in accordance with the Debenture Trust Deed
Resignation and Removal of Debenture Trustee The Debenture Trustee and the Company declares that they shall not revoke the Trust hereby declared till the Debentures are redeemed in full The Debenture Trustee may at any time without assigning any reason and without being responsible for any loss or costs occasioned thereby resign as the Debenture Trustee provided that they shall continue to act as Debenture Trustee until a successor trustee is appointed by the Company The Debenture Trustee may also be removed by majority Debenture holders without assigning any reason as per Debenture Trust Deed
Sharing of Information The Issuer may with the written consent of the Debenture holder(s) exchange share or part with any financial or other information about the Debenture holder(s) available with the Issuer with its subsidiaries and affiliates and other banks financial institutions credit bureaus agencies statutory bodies as may be required
Debenture holder not a Shareholder Subject to the Debenture Trust Deed the Debenture holder(s) shall not be entitled to any right and privileges of shareholders other than those available
to them under the Act The Debentures shall not confer upon the Debentt5~r)(~IifI~
holders the right to receive notice(s) or to attend and to vote at any ge111- ~~ meeting(s) of the shareholders of the Issuer (5[ )~
r-)e i3 gt ~
Page 35 of 60--gt
Modification of Debentures or Information Memorandum Disclosure Document The Issuer may make modifications in the Information Memorandum Disclosure Document only upon receiving consent from the Debenture Trustee who in turn shall seek approval from majority Debenture holder(s)
Notices Any notice may be served by the Issuer upon the Debenture holders through post email fax or personal delivery addressed to such Debenture holder at his her registered address and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof All notice(s) to be given by the Debenture holder(s) shall be sent by post or email or fax or by hand delivery to the Issuer or to such persons at such address as may be notified by the Issuer from time to time through suitable communication and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof or at the expiry of the 3 rd day from the date such notice is dispatched whichever is earlier All correspondence regarding the Debentures should be marked Private Placement of Debentures
All notices from the Issuer shall be sent to the Debenture Trustee with copies to the Debenture Holders All notices to be sent by the Debenture Trustee to the Issuer andor the Promoters shall first be sent to the Debenture Holders for Debenture Holder Approval in terms of the Debenture Trust Deed The Debenture Trustee shall ensure and procure that any notice received by the Debenture Trustee from the Issuer andor the Promoters is shared by the Debenture Trustee with all the Debenture Holders of the Issuer within a period of 2 (two) Business Days from the date of receipt of such notice and in every event before the Debenture Trustee responds to such notice
Issue Procedure Only Eligible Investors as given hereunder may apply for the Debentures by completing the application form in the prescribed format as attached in Annexure 7 (Application Form) in BLOCK LETTERS in English as per the instructions contained therein The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the Application Form No application can be made for a fraction of a Debenture Application Forms should be duly completed in all respects and applications not completed in the said manner are liable to be rejected
The name of the applicants bank type of account and account number must be duly completed by the applicant This is required for the applicants own safety and these details will be printed on the refund orders and interest redemption payments c~~ F~~~gt
~ll ~~
~( ~ )~~Jy 11 ~
~ ~
Page 36 of60-~-~ ~
The Application Form must be accompanied by either demand draft(s) or cheque(s) drawn or made payable in favour of the Issuer or otherwise as may be set out in the Application Form and crossed Account Payee Only Cheque(s) or demand draft(s) may be drawn on any bank including a coshyoperative bank which is a member or a sub-member of the New Delhi Bankers Clearing House located If permitted the applicant may transfer payments required to be made in relation to any by electronic transfer of fundsRTGS to the bank account of the Issuer as per details mentioned in the Application Form
Application Procedure Eligible Investors will be invited to subscribe by way of the Application Form prescribed in the Information Memorandum Disclosure Document during the period between the Issue opening date and the Issue closing date (both dates inclusive)
Fictitious Application As a matter of abundant caution and although not applicable in the case of debentures attention of applicants is specially drawn to the provisions of sub-section (I) of Section 68A of the Act
Any person who (a) makes ina fictitious name an application to a company for acquiring or subscribing for any shares therein or (b) otherwise induces a company to allot or register any transfer of shares therein to him or any other person in a fictitious name shall be punishable with imprisonment for a term which may extend to five years
Basis ofAllotment The Investors will be required to remit the funds as well as submit the duly completed Application Form along with other necessary documents to Issuer by the Deemed Date of Allotment Deemed Date of Allotment for the Issue is 23-10-2013 by which date Investors would be intimated of allotment
Record Date The date falling seven days prior to the Due Date or if it happens to be a holiday then the immediately succeeding Business Day shall be the Record Date
Eligible Investors Only those Investors who have been addressed through a communication directly are eligible to apply No other Investor can apply All Investors are required to comply with the relevant regulationsguidelines applicable to them for investing in this issue of Debentures
Note Participation by potential Investors in the issue may be subject to statutory andor 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 ~egulatory requirements applicable t them inclu~i~~lctUi~ exchange controls and other requIrements Applicants ought to seek Independent l~~ -~lti and regulatory advice in relation to the laws applicable to them rtf ~t
Page 37 o~-) ~~
Application under Power of Attorney Original power of attorney or the relevant authority together with its certified true copy as the case may be along with the names and specimen signatures of all the authorized signatories and the tax exemption certificate document if any must be lodged at time of submission of the completed Application Form Further modifications additions in the power of attorney or authority should be notified to the Company at its registered office
Procedure for applying for Dematerialised Facility
I The applicant must have at least one beneficiary account with any of the Depository Participants of NSDLCDSL prior to making the application
2 The applicant must necessarily fill in the details (including the beneficiary account number and Depository Participants ID) appearing in the Application Form under the heading Details for Issue of Debentures in ElectronicDematerialised Form
3 Debentures allotted to an applicant will be credited directly to the applicants respective beneficiary account(s) with the Depository Participants
4 For subscribing to the Debentures names in the Application Form should be identical to those appearing in the account 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 in the Depository
5 Non-transferable allotment advicerefund orders will be directly sent to the applicant by the Registrar and Transfer Agent to the Issue
6 If incompleteincorrect details are given under the heading Details for Issue of Debentures in ElectronicDematerialised 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
7 For allotment of Debentures the address nomination details and other details of the applicant as registered with hisher DP shall be used for all correspondence with the applicant The applicant is therefore responsible for the correctness of hisher demographic details given in the Application Form vis-a-vis those with hisher Depository Participant In case the information is incorrect or insufficient the Issuer would not be liable for the losses if any
8 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 t- ~gti)L~-~(i ~page380~ ~
~nmiddotmiddotmiddotmiddot-middotmiddotmiddotmiddot ~lt---plusmn
Documents to be provided by Eligible Investors
Investors need to submit the following documentation as applicable
Memorandum and Articles of Association or other constitutional documents
Resolution power of attorney authorising investment
Specimen signatures of the authorised signatories duly certified by an appropriate authority
bull SEBI registration certificate (if applicable)
Copy ofPAN Card to be submitted
bull Application fonn (including RTGS details)
Mode of Payment All payments must be made through cheque(s)draft(s)transfersRTGS as set out in the Application Form
Depository Arrangements The Company has appointed Skyline Financial Services Private Limited as the Registrar and Transfer Agent for the present Issue and the Company shall make necessary depository arrangements with CDSL and NSDL for issue and holding of Debentures in dematerialised form
List of Beneficiaries The Issuer shall request the Depositories to provide a list of beneficiaries as at the end of the relevant Record Date This shall be the list which will be used for payments of interest or repayment of redemption monies or any other amounts payable on the Debentures as the case may be
Effect of Holidays Should any of the dates defined above or elsewhere in this Information Memorandum Disclosure Document (except the Deemed Date of Allotment) fallon a day other than a Business Day the immediately succeeding Business Day shall be considered as the effective date(s) In case Record Date book closure date falls on a day other than a Business Day the Business Day the succeeding day shall be the record date book closure date
Tax Deduction at Source Tax as applicable under the Income Tax Act 1961 or any other statutory modification or re-enactment thereof will be deducted at source on the interest payable on the Debentures Tax exemption certificatedocumentform under section 193 of the Income Tax Act 1961 if any must be lodged at th~ Registered Office of th~ Issuer at least fiftee~~~middot(iJ2~~ (15) days before the relevant mterest payment becommg due (~ 1
i t IJ W7i$0 ~---Page 39 of 6O____~ti-----
Letters of Allotment The Issuer shall issue a Letter of Allotment to each Debenture holder on the Deemed Date of Allotment The Debentures will be subsequently credited in dematerialised form within 2 (two) Business Days from the Deemed Date of Allotment
Deemed Date of Allotment All the benefits under the Debentures will accrue to the Debenture holders from the date of receipt of the application monies The actual allotment may take place on a date other than the Deemed Date of Allotment
Refunds For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within seven days from the Deemed Date of Allotment of the Debentures 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
Joint Holders Where two or more persons are holders of any Debenture(s) they shall deem to hold the same as joint tenants with benefits of survivorship
Mode of Transfer Debentures shall be transferred subject to and in accordance with the rules procedure as prescribed by the NSDL CDSL Depository participant of the transferor transferee and any other applicable laws and the rules notified in respect thereof 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 Transferor shall give delivery instructions containing details of the transferees DP account in his depository participant
Succession In the event of demise of Debenture holder the Company will recognize the executor or administrator of the deceased Debenture holder or the holder of succession certificate or other legal representative as having title to the Debentures The Company shall not be bound to recognize such executor administrator or holder of the succession certificate or other legal representatives as having title to the Debentures unless such executor or administrator obtains probate or letter of administration or such holder is the holder of succession certificate or other legal representation as the case may be from a competent Court in India having jurisdiction over the matter The Company may in their absolute discretion where it thinks fit dispense with production of probate or letter of administration or succession ~--~gt
l
certificate or other legal representation in order to recognize such holder ~1 ~)t)
Page 40 of6~ Vv pound ~o-middot~-
bull ~f V
being entitled to the Debentures standing in the name of deceased Debenture holder on production of sufficient documentary proof or indemnity
Nomination In the event of however a deceased Debenture holder(s) having nominated any person entitled to be registered as the Debenture holder in the event of his death such nominee shall be registered as the Debenture holder in place of the deceased Debenture holder
Page 41 of 60 shy
OTHER REGULATORY AND STATUTORY DISCLOSURES
Stock Exchange Disclaimer Clause It is to be distinctly understood that filing of this Information Memorandum Disclosure Document with the Stock Exchange should not is any way be deemed or construed that the same has been cleared or approved by the Stock exchange The Stock Exchange does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue has been made or for the correctness of the statements made or opinions expressed in this Information MemorandumDisclosure Document
Listing Disclaimer The Debentures are proposed to be listed on the Wholesale Debt Market segment of the BSE The Company shall comply with the requirements of the listing agreement to the extent applicable to it on a continuous basis and shall complete all formalities relating to listing of the Debentures
Companys Disclaimer Clause The Company certifies that the disclosures made in this Information MemorandumDisclosure Document are generally adequate and III
conformity with SEBI Regulations Further the Company accepts no responsibility for statements made otherwise than in the Information MemorandumDisclosure Document or Security Documents or any other material issued by or at the instance of the Company and anyone placing reliance on any source of information other than this Information Memorandum Disclosure Document and the Security Documents would be doing at their own risk and the Company will not be liable for such reliance
Issue of Debentures in Dematerialised Form The Debentures will be issued only in dematerialized form The Issuer has made arrangements with the Depositories for the issue of the Debentures in dematerialized form Investors will have to hold the Debentures in dematerialized form as per the provisions of Depositories Act 1996
Consents ILampFS Trust Company Limited has given its written consent for its appointment as debenture trustee to the Issue under Regulations 4(4) of the SEBI Regulations and inclusion of its name in the form and context in which it appears in this Information Memorandum Disclosure Document __
4ti)~ ~ A )ro)
C
Page 42 of60
ANNEXURE 1 SUMMARY TERM SHEET
--------------------------------------------------------------------------- shyIssuer Orris Infrastructure Private Limited
Instrument Secured Cumulative Redeemable Non-Convertible Debentures
Total number of 200 NCDs Face Value ~ 10000000- (Rupees One Crore only) per Debenture
Issue Size ~ 2000000000- (Rupees Two Hundred Crores only)
Issue Price At its face value ie ~ 10000000- (Rupees One Crore only) per Debenture
Mode of Private Placement Placement Object of the The proceeds from the issue shall be utilized for the general Issue corporate purposes of the Company
Form of listed Dematerialised issuance Deemed Date of 23-10-2013 or any other date as decided by the Issuer Allotment
Tenor 48 (forty eight) months from the Deemed Date of Allotment
Redemption After expiry of the Moratorium Period the Issuer shall redeem the Debentures in equal monthly installments over a period of 33 (thirty three) months on each Due Date subject to premature redemption as permitted under the Debenture Trust Deed
Moratorium Period of 15 (Fifteen) months from the Deemed Date of Allotment Period Interest Rate Interest will be payable at the interest rate of 20 (Twenty percent)
per annum payable monthly on the Outstanding Amounts as per the Payment Schedule (refer Annexure 2 to this Information Memorandum Disclosure Document)
The first installment for interest payment shall also include an additional amount equivalent to 125 (one point two five percent) of the issue size (excluding any applicable taxes) to the Debenture holders in proportion to the Debentures held by them
Market Lot One (1) Debenture
Minimum Application
Early Repayment
Escrow Mechanism
------shy
Subject to the conditions specified in the Debenture Trust Deed (Premature Redemption) the Issuer shall have a onetime option to prematurely redeem in a single tranche and not exceeding 25 (twenty five) of the outstanding Debenture Principal Amount at any time after expiry of the 24 (twenty four) months from the Deemed Date of Allotment till the expiry of 30 (Thirty) months of the Deemed Date of Allotment (Premature Redemption Period) The Premature Redemption shall be exercised in a single tranche and shall be subject to fulfillment of each of the following conditions that the Company prematurely redeems Debentures equivalent to an amount in the multiples of ~ 50000000- (Rupees Five Crores Only) with the minimum amount being ~ 150000000- (Rupees Fifteen Crores Only) for redemption in excess of the amounts permitted for Premature Redemption as specified above the Issuer shall pay a premature redemption premium of 2 (two percent) on the amount being redeemed and paid by the Issuer plus applicable service tax or other statutory levy if any subject to deduction of income tax at the rate prescribed under the Income Tax Act 1961 (Premature Redemption Premium) subject to the Escrow Mechanism below the Issuer shall have the option to prematurely redeem the Debentures after the expiry of the Premature Redemption Period without paying any Premature Redemption Premium provided such amounts are in accordance with sub-clause (a) above and any redemption of Debentures by the Issuer in accordance with this Deed shall be proportionate redemption of all the Debentures together through reduction in face value of each Debenture Further the redemption of the Debentures may be carried out in accordance with the Escrow Mechanism mentioned below
All receivables from the Project will be deposited by the Company in an Escrow Account All monies deposited in the Escrow Account shall be utilized in following order Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal with respect to the Debentures Only upon satisfaction of the requirement of (1) and (2) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account towards withdrawal of upto ~ 900000000 (Rupees Ninety Crores only) by the Company After withdrawal of ~ 900000000 (Rupees Ninety Crores only) by the Company
Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal witl]_x~secttyct to
-_8f~~the Debentures (f~X-~~~
~ ) Page 44 amp1 ~____~i
--------------------------------------- -- -------------
Debt Service Reserve Account (DSRA)
Put Option
Issue open on
Issue closed on
Basis for Interest calculation
Listing
Depository
Credit Rating
Security
Only upon satisfaction of the requirement of (a) and (b) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account 60 (Sixty percent) of any further monies in the Escrow Account shall be used to accelerate the redemption of the Debentures and the remaining 40 shall be withdrawn by the Company
Shall mean an amount being not less than ~ 60000000 (Rupees Six Crores only) to be maintained by the Company in the Escrow Account at all times
In the event of a default as defined iIi the Debenture Trust Deed the Debenture Trustee (on instructions from the Debenture holders) can exercise a put option on the Promoters to buy back the entire outstanding Debentures
04-10-2013 or any other date as decided by the Issuer
23-10-2013 or any other date as decided by the Issuer
Interest payable on the Debentures shall accrue on a day to day basis and shall be computed on the basis of 365 (Three Hundred Sixty Five) days divided equally for each of the twelve calendar months
At the WDM segment of the BSE
NSDL and CDSL
ICRA B+ by ICRA Limited
The Debentures together with any interest accrued thereon and outstanding amounts Debenture Trustees remuneration and all costs charges expenses and all other monies due in respect of the Debentures shall be secured by
First and exclusive charge on all Project Receivables through the Deed of Hypothecation together with the Escrow Agreement and such charge will be superior to any other claims on the Project Receivables First and exclusive charge on all amounts lying to the credit of the Escrow Account under the Deed of Hypothecation First and exclusive charge by way of equitable mortgage on the Commercial Property (Mortgaged Property) through execution of a registered Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property in favour of the Debenture Trustee together with a declaration cum undertaking from CDPL declaring the creation of mortgage by deposit of titly-~Si~6d~~ the
I-SI ~~
Page 4~60
----------------------------------------------------------------------------------Commercial Property in terms of the memorandum of entry Equitable mortgage and exclusive charge over FSI equivalent to 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of the Commercial Project together with all the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
Exclusive charge over all the rights title interest benefits claims demands of any nature whatsoever of the Company under andor in respect of the CDPL Collaboration Agreements for development and construction of the Commercial Colony and the entire FSI in the Commercial Project along with proportionate undivided interest in the underlying land and without limitation the following the right to compel performance thereunder and to substitute or be substituted for the Company thereunder and to substitute and be substituted thereunder for the Company thereunder and to commence and conduct either in the name of the Company or in its own name or otherwise any proceedings against any person in respect of any breach of the CDPL Collaboration Agreements and all claims of the Company including in any proceedings against all or any such persons to any amounts owing to or received by the Company thereunder and the rights and benefits of all Approvals to the extent capable of assignment together with the right to further assign any of the CDPL Collaboration Agreements and such Approvals to any Person Pledge of shares representing the entire issued and paid up share capital of CDPL under the Deed of Pledge Personal Guarantee of Sh Vijay Gupta Sh Amit Gupta and Smt Kusum Gupta and Cheques
Security Creation The Security shall be created in the favour of the Debenture Trustee on or before the Deemed Date of Allotment
Representation The representations and warranties of the Company will be set out and Warranties in the Debenture Trust Deed
Event ofDefault All events of default as set out in the Debenture Trust Deed
Upon occurrence of such event of default Debenture Trustee shall (on instruction from the Debenture holders) issue a written notice of default to the Company and grant to the Company a cure period in accordance with the terms of Security Documents
The consequences of an event of default shall be governed_lgtY the provisions in the Security Documents and shall inclu9~~ayfu~i1t of
default interest and enforcement of the Security in the manner specified In the Security Documents including appointment of nominee director(s)
Default Interest An additional interest of 4 pa (four percent per annum) over and Rate above the Interest Rate (as defined hereinafter) (viz the default
interest rate shall be 24 (twenty four percent) payable in relation to the Debentures and the Outstanding Amounts payable In accordance with Security Documents
Registrar and Skyline Financial Services Private Limited Transfer Agent
Compliance All provisions clauses regulations specified by GOISEBIRoCBSE with respect to issue and listing of Redeemable and Secured Non-Convertible Debentures shall be complied with by the Company
Assignment Each Investor may transfer or dispose a part or the whole of its Transferability Debentures without the Companys consent
Governing Law The governing law will be the laws of India and the parties submit to and Jurisdiction the exclusive jurisdiction of the courts in Delhi
~-~---~-~
u c tL ~If) -~~-J bull (
Page 47 of60
ANNEXURE 2 PAYMENT SCHEDULE
Due date
Month 0
Last Day ofMonth 1
Last Day ofMonth 2
Last Day ofMonth 3
Last Day ofMonth 4
Last Day ofMonth 5
Last Day ofMonth 6
Last Day of Month 7
Last Day ofMonth 8
Last Day of Month 9
Last Day of Month 10
Last Day of Month 11
Last Day of Month 12
Last Day of Month 13
Last Day of Month 14
Last Day ofMonth 15
Last Day of Month 16
Last Day of Month 17
Last Day of Month 18
Last Day ofMonth 19
Last Day ofMonth 20
Last Day of Month 21
Last Day of Month 22
Last Day ofMonth 23
Last Day of Month 24
Last Day ofMonth 25
Last Day of Month 26
Last Day ofMonth 27
Outstandino D b t b
e en nre1 su )scrIptlOn amount
I dat mont I en
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
1939393939
1878787879
1818181818
1757575758
1696969697
1636363636
1575757576
1515151515
1454545455
1393939394
1333333333
1272727273
I nterest
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
32323232
31313131
30303030
29292929
28282828
27272727
26262626
25252525
24242424
23232323
22222222
Debenture Payment to I t D b tSll )SCrIP Ion e en nre
t H Idamoun 0 ers
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
60606061 93939394
60606061 92929293
60606061 91919192
60606061 90909091
60606061 89898990
60606061 88888889
60606061 87878788
60606061 86868687
60606061 85858586
60606061 84848485
60606061 83838384
60606061 8~~3 j()gt t~( S( )Page48~60
-
Due date su
Last Day of Month 28
Last Day of Month 29
Last Day of Month 30
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Last Day of Month 35
Last Day of Month 36
Last Day of Month 37
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Last Day of Month 40
Last Day of Month 41
Last Day of Month 42
Last Day of Month 43
Last Day of Month 44
Last Day ofMonth 45
Last Day of Month 46
Last Day of Month 47
Last Day of Tenor
Outstandino D b t b
b ~ t~n ure t SCrIp Ion amoun
t th da mon en
1212121212
1151515152
1090909091
1030303030
969696970
909090909
848484848
787878788
727272727
666666667
606060606
545454545
484848485
424242424
363636364
303030303
242424242
181818182
121212121
60606061
Debentme Payment to Interest subscription
t amoun Debenture
H ld0 ers
21212121 60606061 81818182
20202020 60606061 80808081
19191919 60606061 79797980
18181818 60606061 78787879
17171717 60606061 77777778
16161616 60606061 76767677
15151515 60606061 75757576
14141414 60606061 74747475
13131313 60606061 73737374
12121212 60606061 72727273
11111111 60606061 71717172
10101010 60606061 70707071
9090909 60606061 69696970
8080808 60606061 68686869
7070707 60606061 67676768
6060606 60606061 66666667
5050505 60606061 65656566
4040404 60606061 64646465
3030303 60606061 63636364
2020202 60606061 62626263
1010101 60606061 61616162
The interest payment on the first Due Date shall vary depending on the date onwh~h the
application monies for Debentures arc received til 1~~1
1bull kAij~ lt laquo~~gt ~
-
--
Page 49 of60
ANNEXURE 3
UNDERTAKING BY THE COMPANY
The Company undertakes that bull In the event the Debentures are issued in physical form the Company
shall use a common form of transfer
bull It will provide on a half yearly basis a compliance certificate duly certified by the Debenture Trustee to the Debenture holders in respect of compliance with the terms and conditions of Issue as contained in this Information Memorandum Disclosure Document and
bull Every credit rating obtained shall be periodically reviewed by the Credit Rating Agency and any revision in the rating shall be promptly disclosed by the Company to the Stock Exchange Any change in rating shall be promptly disseminated to Debenture holders and prospective Investors in such manner as the BSE may determine from time to time All information and reports on the Debentures including compliance reports filed by the Company and the Debenture Trustee shall be disseminated to the Debenture holders and the general public by placing them on the website of the Company and shall through the Debenture Trust Deed request the Debenture Trustee to place the same on its website
bull The above Information Memorandum Disclosure Document IS
compliant with all disclosures required to be made for listing of senior non-convertible debentures on a private placement basis on a recognized stock exchange as specified in Schedule I under Regulation 21 of the Securities and Exchange Board of India (Issuing and Listing of Debt Securities) Regulations 2008
laquo~~(~I0~~ For o~InCr ~cture Private Limited
~~WIVijay~
(Chairman)
Page 50 of60
ANNEXURE 4
CREDIT RATING LETTER FROM ICRA LIMITED
Ie R A Limited
Ref DRAT2013-140-362
Mr Sanjay Aggarwal VP - Accounts amp raxation Orris Infrastructure Private Limited J-105 DLF Phase -II MG Road Gurgaon - 122002 Haryana
May 21 2013
Dear Sir
Rc ICRA-assigned Credit Rating for Rs 200 crore NCD Programmc of Orris Infrastructurc l)rivate Limited (instrument details in Annexure)
Please refer to your Rating Requisition dated May 112013 and the subsequent Rating Agreement of May 162013 for carrying out the rating of the aforesaid Bond Programme The Rating Committee
of ICRA after due consideration has assigned a [ICRAIB+ (pronounced as ICM B plus) rating
to the captioned Bond Programme
We would appreciate if you can sign on the duplicate copy of this letter and send it to us within 7
days from the date of this letter as confirmation about the use of the assigned rating The rationale
for assigning the above rating will be sent to you on receipt of your confirmation about the use of our rating as above Any intimation by you about the above rating to any BankerLending
AgencyGovernment AuthoritiesStock Exchange would constitute use of this rating by you
This rating is specific to the terms and conditions of the proposed issue as was indicated to us by you
and any change In the tenns or size of the issue would require the rating to be reviewed by us If
there is any change in the terms and conditions or size of the instrument rated as above the same must be brought to our notice before the issue of the instrument If there is nny such change after the
rating is assigned by us and confirmed to use by you it would be subject to our review and may result in change in the rating assigned
ICRA reserves the right to suspend withdraw or revise the above at any (ime on the basis of new information 01 unav~ilability of information or such other circumstances which ICRA believes may
have an impact on the rating assigned to you
The rating as aforesaid howeVer should not be treated as a recommendation to buy sell or hold the
bonds to be issued by you If the instrument rated as above is not issued by you within a period of 3
BuUding No 5 2 Floor TeL + 91 - 124 - 4545300 wOiosite wwwicraJn Tower A DLF cyber City Fax + 91 - 124 - 4050424 email infoicralndiacom Phase ll Gurgaon 122002
Regd Office 1105 Kailash Building 11 Floor 26 Kastuma Gandhi Marg NeW Delhi - 110001
RATING RES EAR eli INFORMATION
months from the date of this letter communicating the rating the same would stand withdrawn unless
revalidated before the expiry of 3 months
You arc required to forthwith inform us about any default or delay in repayment of intcrest or
principal amount of the instrument mtcd as above or any other debt instruments borrowing Y nu are also required to keep llS forthwith informed of any other devclopments which may have a direct
or indirect impact on the debt servicing capability of the company including any proposal for reshy
schedulement or postponement of the repayment programmes oCthe dues debts of the company with
any lendcr(s) investor(s)
You are required to inform us immediately as and when the borrowing limit for the instrument rated
as above or as prescribed by the regulatory authority (ies) is exceeded
We thank you for your kind cooperation extended during the course of the rating exercise Should
you require any clarification please do not hesitate to get in touch with us
With kind regards
Yours sincerely
for IeRA Limited
-- Iobit Inamdar S (Senior Vice President) (Analyst)
Page 52 of60
Annexure
Details of the bank limits rated by leRA (Rated on long term seale)
Page 53 of60
I eRA limited AIIA~fIiI ofMoltldyIInvllllttmI ~
Ref DRATfl013middot140middot3611
Date August 222013
MI Sanjay AggarwaJ VP - Accounts amp Taxation Orris Infrastructure Private Limited JmiddotIO5 DLF Phasemiddotll MG Road Gurgaonmiddot J22002 Haryana
Dear Sir
Re leRA ruting for Rs 2000 crote NCD Progrumme of Orris Infrastructure Private Umlted
This is with reference to your letter dated August 9 2013 for re-validating your rating for the Rs 200 erore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Boods programme ofyour company and last communicated to you vide QuI letter dated May 212013 stands The other terms and conditions for the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DlRAT12013middot 1410-362 dated May 2013 stands
With kind regards For lCRA Limited
(Senior Vice President)
T~middot + 91middot 124 bull ~ website VWW bulliCfSio fw + 91 124 -~ email info~middoticralndiagtcom
Page 54 of60
Ie R A Lim
Ref DfRAT2013-14O-364
Date October 03 2013
Mr Sanjay Aggarwal VP - Accounts amp Taxation Orris Infrastructure Private Limited J-105 DLF Phasemiddotmiddotll MG Road Gurgaon - 122002 Haryana
Dear Sir
Re ICRA rating for Rs 2000 crOTe NCD Programme of Orris Infrastructure Private Limited
This is with reference to your letter dated September 03 2013 for re-validating your rating for the Rs 200 crore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Bonds programrne of your company and last conununicated to you vide our letter dated August 22 2013 stands The other terrns and conditions fur the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DRATI2QI3middot 14()362 dated May WI3 stands
With kind regards For [eRA Limited
Vi (Senior Vice President)
Buildlng No 2 Iloot Tel + 81 124 - 4545300 websf1e WWWJCf8D
Tower A Cyber Oily Fax + 91 124 bull 4000424 ilImaH lnfoicralfldliLcof1
Phase II Gurgaonmiddot 1~
Regd Offictl noo iltailash Building i 1 Floor 26 KDtwoo Qandhi Marg New Delhi bull 110001
RATING RES EAR C H INfORMATION
Page 55 of60
ANNEXURE 5
CONSENT LETTER FROM DEBENTURE TRUSTEE
Ref No 1750 ITCL JUtmiddots I ru~1 Company Limilt~d
September 30 2013
Orris Infrastructure Private limited (Company) Jmiddot105 OLF PhaSe - 11 MG Road Gurgaon 122002
Kind Attention Mr Vljay Gupta Director
Sub listed Secured Redeemable Non Convertible Debentures (NCDs) aggregating to Rs 200 crs proposed to be issued by the Company on private placement basis
Dear Sirs
This is with reference to our discussion regarding appointment of ILampFS Trust Company limited (ITCL) as Debenture Trustee for the proposedlssue of listed Secured Redeemable NCDsof Rs 1 crore each aggregating to Rs 200 crs to ~ issued by the Company on private placement basis In this regard VIle do hereby give out consent to act as the Debenture Trustee subject to the Company agreeing to the following conditions
1 The Company agrees and undertakes to create the securities over such terms and conditions as detai~d in the signed Information Memorandum as submitted to us and execute the Debenture Trust Deed and other necessary security documents as required
2 The Company agrees amp undertakes to pay Debenture Trustees so long as they hold the office of the De~nture Trustee remuneration as stated in appointment letter dated July 30 2013 for the services as Debenture Trustee in addition to all legal travelling and other costS charges and expenses which the Debenture Trustee or their officers employees or agents rnayiocur in relation to execution of the Debenture Trust Deed and all other documents affecting the Security till the monies in respect of the Debentures have been fully paid-off and the requisite formalities for satisfaction of charge in aU respects have been complied with
3 The Company agrees ft undertakes to comply with the provisions of SEal (Debenture Trustees) Reguliltions 1993 SE61 (Issue and Listing of Debt Securitles) Regulations 2008 SEBICircutar No$EaIIlMOOfgtl1Sondl2oo911 105 dated 11052009 on Simplified Listing Agreement for Debt Securities read with the SEBl Circular No SEBIIIMDDOF-1 tBONDlClr-5120o9 dated the 16th November 2009 the Companies Act 19l)6 ilnd other applicable proviSions I circulars guidelines etc as applicable and amended from time to time and agrees to furnish to Trustees such information in terms of the same on regular basis
Sincerely For ILftFS Trust Company lilDi~d
lL__~~ ~ ~ ~~~ --- ~
Authorized Signatory
lUfFS Finru1 Centre PloINo C 22 G Block 5th Floor Bjr Kurio Complex Bandra (Eastl Mumbamiddotmiddot 40(K)SI INDIA
Bangalor( Office ILEtFSTru1 (ompally Ltdbull ALmiddotLalheef 151 Floor No 2Unioll Slreet Offlnanlry Raad Banglore 5hlX)OI INDIA
New Delhi Offire ILftFSTrusl (ompY tId Amiddot26a lsI Ploor Bhishm Pithamah Marg DefencfCoony New Delhi - 110024 INDIA
Kolkala Offilaquo ILftfSTrusl Company Ltd ILIIFS Constantia lnlflPor n Dr11 lIt Bramachari Street Kolkata bull 700017 INDIA
Page 56 of60
ANNEXURE 6
CONSENT LETTER FROM REGISTRAR AND TRANSFER AGENT i
Skyline Financial Serrr)ices Pvt Ltd SEBI REGISTERED CATEGORY1 REGk)IRARS ampSHARE TRANSfRAtgtENT D153A Ht Floor () nol Area Ph bullbullbullI New Dolhmiddot llO 020 1 9 middot1126812682 2S612~83 EmiddotmaI nOlltyhOaccrn tte-oSi$ wwwSiltyllnfHla_all1
August 29 2013
MrVlneel Kumar Gupta
Sr Manaler Secretarial
Orris InfraSlrucllJre Private Limited
Orris la M G Road
Gurgaoo - 1iG 002 (Hr)
Sub Consent to aet as Registrar to Issue and TfBllSfer Agent
DearSJr
Thls1s in reference 10 YOllr email datild AugJS1 29 2013 We hereby give our consent to act as 21
Registrar to IsSue and Transfer Agent for your propOSed issue of 1O - conveo1ibledebentures Of Rs
20000 Crore (jl1d our name IS Registrar to i$sueandShare Transfer agent may please be included in
Thanking you Y()ursfailhfufy
Vice- President
Page 57 0[60
--
-------
ANNEXURE 7
APPLICA TION FORM
ORRIS INFRASTRUCTURE PRIVATE LIMITED Registered Office RZ-D-5 Mahavir Enclave New Delhi 110045
Corporate Office 1-105 DLF Phase II Mehrauli Gurgaon Gurgaon -122002
Application No ___ Date
Dear Sirs
VWe have read and understood the terms and conditions of issue by Orris Infrastructure Private Limited of senior secured cumulative redeemable Non-Convertible Debentures of face value ~ 10000000 (Rupees One Crores only) having a coupon rate of 20 pa on a private placement basis on the face value aggregating to ~ 2000000000- (Rupees Two Hundred Crores only) (Debenture) contained in the Information Memorandum Disclosure Document dated __2013 VWe bind ourselves to the terms and conditions as contained in the Information Memorandum Disclosure Document and wish to apply for allotment of these Debentures The amount payable on application as shown below is remitted herewith On allotment please place myour name(s) on the Register of Debenture holder(s)
(Please read carefully the instructions on the next page before filling this form)
No of Debentures applied No in figures No in words for
Amount (~)
Detal s I 0 f payment ChequesDemand Date Drawn on Bank DraftlRTGS Details
Applicants Name amp Address in full (please use capital letters)
Pin Code Telephone I Fax Email
I Status Bankin~ Company ( ) Insurance Company ( ) Other ( ) (specify in case of others) Name of Authorized Signatory Designation Signatures Signatoty
Details of Bank Account Bank Name amp Branch Nature ofAccount Account No IFSCINEFT Code middot)---~1
-- --
Depository Details
I1We the undersigned want to hold the Debentures of the Company in the dematerialised fonn Details of myour Beneficiary Account are given below
Depository Participant Name - shy
DPID
Beneficiary Account Number shy
Name of the Applicant
() II We understand that in case of allotment of Debentures to my lour Beneficiary Account as mentioned above would be credited to the extent of Debentures allotted
Taxpayers PAN I GIR No IT CircleIW ardlDistrict ( ) Not Allotted
Tax Deduction Status () Fully ( ) Tax to be ()Yes ONo Exempt deducted at
Source
I1We hereby understand that the Company has not provided and will not provide any material or other infonnation regarding the Debentures except as included in the Infonnation Memorandum Disclosure Document
Signature of the Applicant _________________(Tear here)__________
ACKNOWLEDGEMENT SLIP
Application No Date -- shyReceived From
1shy----------------------~
By ChequelDemand DraftlRTGS No
drawn on towards application for ______ Debentures (Chequesl Demand Drafts are subject to realisation)
For Orris Infrastructure Pvt Ltd
For all further correspondence please contact INFRASTRUCTURE PRIVATE LIMITED Tel +91 124-4979200
Page 59 of60
10
INSTRUCTIONS
You must complete application in full in BLOCK LETTERS IN ENGLISH
2 Your Signatures should be made in English or in any of the Indian languages
3 Application forms duly completed in all respects together with high value Cheques Pay Order Demand Drafts must be lodged at the Orris Infrastructure Private Limited Corporate Office (as provided above)
4 Payments through RTGS shall be made as follows
Beneficiary Account name Orris Infrastructure Private Limited IFSC Code UTIB0000056 Bank Account No 056010200015303 Bank Axis Bank Ltd Branch Sec-14 Gurgaon
5 The Cheque(s)Demand Draft(s) of high value clearing zone should be drawn in favour of ORRIS INFRASTRUCTURE PVT LIMITED and crossed Ale payee only Cheque(s)Demand draft(s) may be drawn on any scheduled bank and payable at Delhi
6 Mr Vineet Gupta as authorised representative of the Company will issue the Acknowledgement Slip (appearing below the Application Form) as acknowledgement of receipt of applications No separate receipt will be issued
7 You should mention your Permanent Account Number or the GIR number allotted under Income- Tax Act 1961 and the Income-Tax CirclelWardlDistrict In case where neither the PAN nor GIR number has been allotted the fact of non-allotment should be mentioned in the application form in the space provided
8 The application would be accepted as per the terms of the issue outlined in the Information Memorandum Disclosure DOC~fii
r1- -~0 gt tl~~ ~gt
j )j~ (~~ ~O
~ shy
Page 60 of60
Sr Name of No the
Shareholder
Vijay Gupta1
Amit Gupta2
Sumit 3 Gupta
Kusum 4 Gupta
Mamta 5 Gupta
Pooja Gupta6
Ms Vijay 7 Gupta (HUF)
Ms Amit 8 Gupta (HUF)
Ms Sumit 9 Gupta (HUF)
Address
C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058 C-3260 Janakpuri New Delhi 110058
C-3260 Janakpuri New Delhi 110058
C-3260JanakpuriNew Delhi 110058
C-3260 Janakpuri New Delhi 110058
2681100
2681100
2085300
2383200
2383200
2383200
5064300
5064300
5064300 10
No of Amount Type shares per of
Share Shares
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
10 Equity
Equity
4 Debt-equity ratio prior to and after issue of Debentures
(Amounts in~)
Debt 2652702404 4652702404 Equity 368205693 368205693 Debt-Equity Ratio 720 1264
1 The figures are as per provisional accounts for the [mancial period ending September 272013 The figures are as per provisional accounts for the financial period ending 27th September 2013 3114--bull
includes debenture issued 200 secured redeemable Non-Convertible Debenture of 2000000qQ9t~~(9~
(Rupees Two Hundred Crores only) to be raised through present Issue of Debentures f - ~ ~_ (5 ~I
Page 1~ ~~~~j ~~~-j5-~
2
FINANCIAL HIGHLIGHTS OF THE COMPANY 3
Provided below are highlights from March 31 2013 and March 312012
-
PARTICULARS
Shareholders Funds Share Capital Reserves and Surplus Non-Current Liabilities Long-Term Borrowings Other Long Term Liabilities Long Term Provisions Current Liabilities Short-Term Borrowings Trade Payables Other Current Liabilities Short-Term Provisions TOTAL Non-Current Assets Fixed assets (i) Tangible assets (ii) Intangible assets (iii) Capital work-in-progress
Non-current investments Deferred Tax Assets (Net) Long term loans and advances Current assets Inventories Trade Receivables Cash and Cash Equivalents Short-Term Loans and Advances TOTAL
Profit amp Loss Statement Income From Operations Expenditure Profit Before Tax Provision For Tax NET PROFIT
the Companys balance sheet as on
AS AT AS AT
31032013 31032012 -
(In t) (In t)
297900000 33100000 213213781 387605693
833881405 1163249172 113701597 104516080
3716055 2624152
1043912351 511881321 318959605 500619871
7230525889 6415810732 2987458 middot12901961
10058798141 9132308982
41142649 84146355 1804455 1364419
10535400 shy8181894 8298894 5484172 6174926
211337362 637591171
3033819766 2432400222 - 14337455
325475165 554273019 6421017278 5393722521
10058798141 9132308982
FY 2013 FY 2012 3813273647 2063682309
3670103696 1960640137 143169951 103042172 51380355 54143420
90408088 54024176
3 The above given figures are duly audited by auditors of the company
OFFER DETAILS
1 Details of debt securities issued and sought to be listed The securities proposed to be issued pursuant to this Information Memorandum Disclosure Document will be listed on WDM of the BSE
2 Nature of Instrument Senior Secured Cumulative Redeemable Non-Convertible Debentures issued on a private placement basis
3 The Issue size The Company proposes to issue 200 Secured Cumulative Redeemable Non-Convertible Debentures having Face Value of ~ 10000000shy(Rupees One Crores only) each having aggregate face value of ~ 2000000000- (Rupees Two Hundred Crores only)
4 Face Value Each Debenture has a face value of ~ 10000000- (Rupees One Crores only) per Debenture
5 Redemption The outstanding amount of the Debentures shall be repaid in monthly installments payable as per the Payment Schedule
Unless redeemed earlier m accordance with this Information Memorandum Disclosure Document and the terms of the Security Documents the Debentures shall stand redeemed on payment of the final installment as per the Payment Schedule The redemption shall apply to each Debenture uniformly Any redemption of Debentures by the Company shall be proportionate redemption of all the Debentures collectively through reduction in face value of each Debenture
In the event of a default as defined in the Debenture Trust Deed the Debenture Trustee (on instructions from the Debenture holders) can exercise a put option on the Promoters to buy back the entire outstanding Debentures
6 Tenor Forty Eight (48) months from the Deemed Date of Allotment ending on the last Due Date unless redeemed earlier in accordance with the terms of the Debenture Trust Deed
7 Interest Rate The Debentures will carry an interest at the rate of 20 (Twenty percent) per annum payable monthly (subject to deduction of tax at source if applicable at the rate prevailing from time to time under the provisions of the Income Tax Act 1961 or any other statutory modifications or reshyenactment thereof for which a certificate will be issued by the Company-_ on the outstanding principal amount of Debentures and(other-~~
i ( y page~f )~
- -
-
Outstanding Amounts throughout the tenure of the Debentures till final redemption as per Payment Schedule
Interest payable on the Debentures shall accrue on a day to day basis and shall be computed on the basis of 365 (Three Hundred Sixty Five) days divided equally for each of the twelve calendar months
8 Payment Mechanism Payments towards interest and towards repayment of the outstanding amount of Debentures shall be made by way of drafts cheques credit through RTGS mechanism on the Due Dates to those Debenture holder(s) whose names appear on the list of beneficiaries provided by the Depositories to the Issuer Such payments shall be made from the Escrow Account in the manner specified in the Debenture Trust Deed The names would be as per the Depositories records on the relevant Record Date fixed for the purpose of such payments as provided in this
Information Memorandum Disclosure Document In case of those Debentures for which the beneficial owner is not identified by the Depository as on the Record Date the Issuer would keep in abeyance the payments till such time that the beneficial owner is identified by the Depository and conveyed to the Issuer whereupon the payments will be paid to the beneficiaries as identified
In case the Due Date falls on a day which is not a Business Day then the payment due shall be made on the succeeding Business Day
9 Security The principal amount of the Debentures together with any interest accrued thereon and other Outstanding Amounts Debenture Trustees remuneration and all costs charges expenses and all other monies due in respect of the Debentures and or under the Transaction Documents shall be secured by the Obligors by
a First and exclusive charge on all receivables from the Project through the Deed of Hypothecation together with the Escrow Agreement and such charge will be superior to any other claims on the Project receivables
b First and exclusive charge on all amounts lying to the credit of the Escrow Account under the Deed of Hypothecation
c First and exclusive charge by way of equitable mortgage on the Commercial Property (Mortgaged Property) through execution of a registered Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property in favour of the Debenture Trustee together with a declaration cum undertaking from CDPL declaring the creation of mortgage by deposit of title deeds of the Commercial Property in terms of the memorandum of entry
d Equitable mortgage and exclusive charge over FSI equivalent to 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of the Commercial Project together with all the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
e Exclusive charge over all the rights title interest benefits claims demands of any nature whatsoever of the Company under andor in respect of the CDPL Collaboration Agreements for development and construction of the Commercial Colony and the entire FSI in the Project along with proportionate undivided interest in the underlying land and without limitation the following
(i) the right to compel performance thereunder and to substitute or be substituted for the Company thereunder and to substitute and be substituted thereunder for the Company thereunder and
(ii) to commence and conduct either in the name of the Company or in its own name or otherwise any proceedings against any person in respect of any breach of the CDPL Collaboration Agreements and
(iii) all claims of the Company including in any proceedings against all or any such persons to any amounts owing to or received by the Company thereunder and
(iv) the rights and benefits of all Approvals to the extent capable of assignment together with the right to further assign any of the CDPL Collaboration Agreements and such Approvals to any Person
(v) Pledge of shares representing the entire issued and paid up share capital of CDPL under the Deed of Pledge
(vi) Personal Guarantee of Sh Vijay Gupta Sh Amit Gupta and Smt Kusum Gupta and
(vii) Cheques
CDPL has consented to creation of charge over the entire FSI to the extent of 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of t
The said security shall be created in favor of the Debenture Trustee on or by the Deemed Date of Allotment
Obligors will ensure that market value of the above mentioned security will be at all times equal to the face value of the outstand~icitZt~ Debentures tp ---YZoltgtl
lSI r~
i~ ~r)Page 22 oK~-_
~~-___i
10 Board Authority The private placement of Debentures under this Information Memorandum Disclosure Document is being made pursuant to the resolution of the Board of Directors of the Company at its meeting held on June 24 2013
11 Rating and rating rationale ICRA has assigned a ICRA B+ (pronounced as ICRA B plus) rating to debentures programme of the Company to the extent of ~
2000000000- (Rupees Two Hundred Crores only) vide letter ref no DRAT2013-140-362 on May 212013 and revalidated vide letter ref no DRAT2013-140-363 on August 222013 The long-term rating carries a stable outlook A copy of the rating letter and its rationale from ICRA is enclosed as Annexure 4_ to this Information Memorandum Disclosure Document
12 Details of utilisation of the Issue Proceeds Our Board of Directors certifies that the proceeds of the Issue of Debentures shall be utilized for the general corporate purposes of the Company
13 Minimum Number of Debentures for Subscription The application must be made for a minimum of one (1) Debenture and in multiple of one (1) Debenture thereafter There is no maximum limit on the application
14 Listing The Debentures are proposed to be listed on the WDM segment of the BSE the details of which are provided below
The Bombay Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400001 Phone 91 22 227212334 Fax 91 22 22721919
The COJpany shall make an application to the BSE to list the Debentures to be issued and allotted pursuant to this Information Memorandum Disclosure Document and shall take all necessary steps to complete all the formalities relating to listing of the Debentures within 15 (fifteen) days from the date of closure of the Issue Date If such permission is not granted by the BSE within 15 (fifteen) days from the date of closure of the Issue or where such permission is refused by the BSE before the expiry of the 15 (fifteen) days from the closure of the Issue the Company shall at the option of the Debenture holders repay with interest (at the applicable Interest Rate) all monies received by it If the Company fails to repay such monies within 5 (five) days after the Company becomes liable to repay it then the default interest (at the applicable Default Interest Rate) shall also apply to the amount payable
by the Company over and above the applicable interest iP~d (OS4( i~
Page 23~~ ~Sl-C ~-_-)to ~--i-~-~
In connection with listing of Debentures with BSE the Company hereby undertakes to comply with all requirements of the Act applicable SEBI rules and regulations including Securities and Exchange Board of India (Issue and listing of Debt Securities) Regulation 2008 and the listing agreement with BSE
15 Market Lot The minimum lot size for trading of the Debentures on the Stock Exchange is proposed to be one (1) Debenture
16 Underwriting of the Issue The present Issue of Debentures has not been underwritten
17 Tax Benefits The Debenture holder(s) are advised to consider in their own case the tax implications in respect of subscription to the Debentures after consulting their respective tax advisor
18 Governing Law The Debentures shall be construed to be governed in accordance with the laws of India Any dispute arising thereof will be subject to exclusive jurisdiction of the courts in Delhi Over and above the aforesaid terms and conditions the said Debentures shall be subject to the terms and conditions of the Security Documents
19 Debenture Redemption Reserve The Company hereby agrees and undertakes to create a debenture redemption reserve as per the provisions of the Security Documents the Act and the rules regulations notifications and circulars issued by the Ministry of Corporate Affairs and if during the currency of these presents any guidelines are formulated (or modified or revised) by the Central Government or any government agency or corporation having authority under Law in respect of creation of debenture redemption reserve applicable to the Debentures the Company shall duly abide by such guidelines and execute all such applicable supplemental letters agreements and deeds of modifications as may be statutorily required by the Debenture holders or the Debenture Trustee
20 Undertaking to use a Common Form of Transfer The issue of Debentures shall be made in dematerialized form only and no Debentures will be issued in physical form However the Company will use a common transfer form for physical holdings if at a later stage there is any holding in physical form due to the depository giving any Debenture holder the option to rematerialize the Debentures
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
The following contracts documents not being contracts entered into in the ordinary course of business carried on by the Company or entered into more than two years before the date of this Information Memorandum Disclosure Document which are or may be deemed material have been entered into by the Company These material contracts or documents may be inspected at the Registered Office of the Issuer from 1000 am to 100 pm on all working days from the date of this Information Memorandum Disclosure Document until the date of closure of this Issue
Material Contracts 1 Copy of the letter from Skyline Financial Services Private Limited to the
Company giving their consent to act as the Registrar and Transfer Agent to the Issue
2 Copy of letter from ILampFS Trust Company Limited to the Company giving their consent to act as the Debenture Trustee to the Issue
Material Documents L Memorandum and Articles of Association of the Company as amended
from time to time
2 Credit rating letter from ICRA Limited
3 Copy of Certificate oflncorporation of the Company dated July 262006
4 Certified true copy of the resolution dated June 24 2013 approving the issue of Debentures and creation of securities on the term and conditions stated in this Information Memorandum Disclosure Document
5 Copy of Tripartite Agreement dated 17-02-2011 between the Company the Registrar and Transfer Agent and the CDSL (Depository)and Copy of Tripartite Agreement dated 03-03-2011 between the Company the Registrar and Transfer Agent and the NSDL (Depository)
6 Copies of Audited Financials of the Company for the last three financial years
DISCLOSURE ON EXISTING FINANCIAL INDEBTNESS
1 Details of Secured Borrowings4
Ao The secured loans of the Company outstanding as on March 312013 is as follows
(Amount in f)
Details of Vehicle Loans Axis Bank October 27 1390055 EMI Start date- Hypothecated to Limited 2010 December 10 2010 Axis Bank (BMW) Closure date- Limited
November 10 2013 HDFC March 09 2472342 EMI Start Date Hypothecated to Bank 2012 April 052015 HDFC Bank Limited Closure Date - April Limited (BMW) 052015
None of the above loans is secured against any of the security (as detailed in Offer Details section above)
B The Secured Debentures of the Company outstanding as on March 312013 are as under
ILampFS Secured 17 Monthly 1 14th part of the first floor Trust Redeemable installment (without Roof Right) being 45 Company Non- pa s Start sq yards out of 180 sq yards of Limited Convertible date- the first floor constructed on
Debentures 2205201 free-hold land bearing plot No Series shy I of 1 RZ-D-5 First Floor Mahavir aggregate Closure Enclave New Delhi -110045 face value of dateshy admeasuring 180 sq yards out 2202201 ofkhasra number 8314 35000000 4 situated in the area of village 0- (Rupees Palam now known as Mahavir Thirty Five Enclave Block -D New Delhi-Crores) 110045 issued at a discount of 2 Mortgage assignment of all the 17513shy rights title and interest
4 The figures are as per the audited balance Sheet for the financial year ending March 31 2013
----- shy
(Rupees whatsoever of the Company in Seventeen to under andor in respect of Thousand the collaboration agreements Five dated 27102007 and Hundred 01072010 executed with CDPL and Thirteen for development and only) on the construction of the Commercial face value Complex and sale of FSI to the (being ~ extent of 625000 Sq Ft along 10000001- with proportionate interest in (Rupees Ten the underlying land inl of the Lakhs only)) Commercial Complex of each debenture 3 Out of the total sanctioned FSI
of 702871 Sq Ft of Commercial Complex mortgage and charge over FSI equivalent to 625000 Sq Ft including prorata share over all that piece and parcel of free hold land admeasuring 95 acres (approx located at Sector 82A Gurgaon Haryana India over which the Commercial Complex is proposed to constructedI developed together with proportionate buildings and structures thereon AND the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
4 Pledge of entire issued equity share capital of CDPL
5 Post-dated cheques
6 Personal Guarantee of the Promoter viz Mr Vijay Gupta
ILampFS Secured 17 Monthly 1 114th part of the first floor Trust Redeemable installment (without Roof Right) being 45 Company Non- pa s Start sq yards out of 180 sq yards 0 f Ltd Convertible date- the first floor constructed on
Debentures 1506201 free-hold land bearing plot No Series - II of 1 RZ-D-5 First Floo~ M~ct[~ aggregate Closure Enclave New DelhI -11
-_ ()-4~-----
ltshy -
---- ----- ---------------shyface value of date- admeasuring 180 sq yards out ~ 1505201 of khasra number 83 14 42500000 4 situated in the area of village 0- (Rupees Palam now known as Mahavir Forty Two Enclave Block -D New Delhi-Crares) Fifty 110045 Lakhs
2 Mortgage assignment of all theissued at a rights title and interestdiscount of ~ whatsoever of the Company in58065shyto under andor in respect of(Rupees Fifty the collaboration agreementsEight dated 27102007 andThousand 01072010 executed with CDPLSixty Five for development andOnly) on the construction of the Commercialface value Complex and sale of FSI to the(being ~ extent of 625000 Sq Ft along1000000 shywith proportionate interest in(Rupees Ten the underlying land in of theLakhs only)) Commercial Complexof each
debenture 3 Out of the total sanctioned FSI of702871 Sq Ft of Commercial Complex mortgage and charge over FSI equivalent to 625000 Sq Ft including prorata share over all that piece and parcel of free hold land admeasuring 95 acres (approx) located at Sector 82A Gurgaon Haryana India over which the Commercial Complex is proposed to constructed developed together with proportionate buildings and structures thereon AND the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
4 Pledge of entire issued equity share capital of CDPL
5 Post-dated cheques
---6 Personal Guarantee of the Promoter viz Mr Vijay(qtipta
1
IDEI Trusteeshi p services Limited
Secured Redeemable Optional Convertible Debentures of aggregate face value of
80000000 0- (Rupees Eighty Crore Only) on the face value (being 5000000shy(Rupees Fifty Lakhs only)) of each debenture
Qu art erly Co u po n Rat e of 55
The company shall be obliged to redeem the OCDs in four equal installment s starting from march 31 2014 over a period of 6 (six) financial quarters (the first such financial quarter ending on March 31 2014) such that the OCDs are completely redeemed on June 302015
(i) First sole amp exclusive charge by way of(a) equitable mortgage on the Mortgaged Security Property I and (b) equitable mortgage on the Mortgaged Security Property II
Mortgaged Security Property-I shall mean 23268 acres out of the larger property being the aggregate of 19218 acres (forming part of 25018 acres of land for which License is in place) and the 405 acres for which letter of intent is in place along with the proportionate floor space index and all present and future buildings and structures constructed thereon and all the rights title and interest of the Company and the concerned group housing project landowners over such property excluding 404 (four hundred and four) number of units constructedto be constructed over the aforesaid 19218 acres as more particularly detailed III the transaction documents
Mortgaged Security Property-II shall mean 696 acres out of the security property-II 1004 acres of acquired land in Sector 85 Gurgaon Haryana along with the proportionate floor space index and all present and future buildings and structures constructed thereon and all the rights title and interest of the Company and the concerned group housing project landowners over such property
(ii) first sole and exclusive charge on present and future basis by way of hypothecation on the relevant group housing _poject
-------------------------~----------~-----------------------------receivables from time to time and monies lying and credited into the escrow accounts at any point in time including any fIxed deposits created in accordance with the escrow account agreement out of such monies from time to time together with all and any interest accruing in respect thereof and
(iii) The issuance of personal guarantees by the Promoters in favour of IDBI guaranteeing the fulfIllment of the secured obligations
The NCD Series - I were fully redeemed on July 272013
2 Details of Unsecured Borrowings5
The unsecured loans of the Company outstanding as on March 31 2013 follows
(in ~)
Loan from Body Corporate Flair Exports Pvt Ltd Seh Realtors Pvt Ltd Citland Commercial and Credits Ltd Delhi Brass and Metal Works Pvt Ltd Span India Pvt Ltd Loan Directors Shareholders and their Relatives Amit Gupta-Loan Taken Vijay Gupta (Loan Taken) Amit Gupta (HUF) Green Bay Infrastructure Pvt Ltd Kusum Gupta Mamta Gupta Pooja Gupta Vijay Gupta(HUF)
5000000000 10000000000 16670000000 6670000000
11670000000
2850848000 7929999985
20000000 32146887100
2466000000 5625400000 3250000000
92100000
5 The figures are as per audited financial for the financial year ending March 31 2013
Page 300[60
3 Details of Bank Guarantee6
Bank Guarantee by the Company in respect of Orris Business Square - 95 Acres
ICICI Bank 1 Limited June 182010
Issued by ICICI Bank June 182010 and Valid till October 28 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 2 Bank Ltd Jan 03 2013
ICICI Bank 3 Limited February 232011
Director Town and Country Planning Chandigarh
Director Town and Country Planning Chandigarh Haryana State Pollution Control Board
62946450 October 282012
5938000 October 272014
3750000 February 222016
Bank Guarantee by the Company in respect of Carnation Residency Aster Court Aster Court premier amp Villas 33 -25018 Acres
Issued by ICICI Bank on September 232008 amendment dated September 102010 and valid till September 22 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 4 Bank Ltd September 222012
Issued by ICICI Bank on September 23 2008 amendment dated September 102010 and valid till September 22 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 5 Bank Ltd September 222012
Director Town and Country Planing Chandigarh 111524000
September 222014
Director Town and Country Planing Chandigarh
6 The figures are as per audited accounts for the financial year ending March 31 2013
Page 31 0[60
--
----- --- - shyIssued by ICICI Bank on December 16 2010 and expiry date is Dec 15 2015 but we close it Haryana with ICICI Bank and a State fresh guarantee was Pollution
ING Vysya issued by ING Vysya Control January 6 Bank Ltd bank on 23012013 Board 5000000 142016 Bank Guarantee by the Company in respect of Spring Homes middot10043 Acres
Director Town and Country
ING Vysya Planing September 7 Bank Ltd September 32012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 8 Bank Ltd September 3 2012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 9 Bank Ltd September 32012 Chandigarh 13112500 22016
Director Town and Country
ING Vysya Planing September 10 Bank Ltd September 32012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 11 Bank Ltd September 3 2012 Chandigarh 14752500 22016 Bank Guarantee by the Company in respect of Carnation Residency Aster Court Aster Court premier amp Villas 33 -405 Acres
Director Town and Country
ICICI Bank Planing August 71 12 Limited August 8 2011 Chandigarh 21632230 2015
Director Town and Country
ICICI Bank Planing August 7 13 Limited August 8 2011 Chandigarh
---shy5062~~t ~~015
6ltC [-I_i ~~-
I cel i Ieshy -
Note ~
10 Bank Guarantee of 35 Crore is issued by ING Vysya Bank 2 ING Vysya Bank has given counter guarantee against BG of 21632230
amp 5062500 issued for Aster Court Carnation Residency Aster Court Premier amp Villas 33 ING has given counter guarantee for 62946450 amp 3750000 issued for OB8
3 In OB8 all payment of EDC has been made so BG of 62946450 will be released which is already expired
4 Bank guarantee issued by ING Vysya bank is on 10 cash margin on fIxed deposit
5 Security offered against 35 Cr Bank guarantees issued by ING Vysya Bank is following
Orris HQ(J-I0S DLF Phase-II(Gurgaon)-Given as collateral security Janakpuri (C-3260 New Delhi)-Given as collateral security
4 Particulars of debt securities issued (i) for consideration other than cash whether in whole or in part (ii) at premium or discount or (iii) in pursuance of an option
The Company confIrms that save and except the following given below company has not issued any debt securities (i) for consideration other than cash whether in whole or in part (ii) at premium or discount or (iii) in pursuance of an option
bull NCD-I at discount
bull NCD-II at discount bull OCD in pursuance of an option
5 Servicing behavior on existing debt securities payment of due interest on due dates on term loans and debt securities
The Company hereby confIrms that
1 it has been servicing all its principal and interest on time and there has been no subsisting delay or default since its incorporation
Ii there is no subsisting default in repayment redemption of any of its borrowings nor has the Company affected any kind of roll over against any of its borrowings in the past
6 That the permissionconsent from the prior creditor for a second or pari passu charge being created in favor of the trustee to the proposed issue has been obtained
The existing mortgage over the Co~mercial Property s~all be ~leared~tT~l the Company and a no dues certifIcate shall be obtamed pnor ~~tMe -~0--o Deemed Date of Allotment Accordingly the Company hereby cott(rms 1
If) J -~ ~ 1( D gt~
Page 33 6 ~
that it does not require any consent permission to create security in relation to the Debentures as stipulated in this Information Memorandum Disclosure Document and the Security Documents
7 Any material eventdevelopment or change at time of issue or subsequent to the issue which may affect the issue or the Investors decision to invest continue to invest in the debt securities
Directors of the Company represent that there have been no material developments at the time of issue or subsequent to the issue which would materially and adversely affect or are likely to affect the business of the Company or the value of its assets or its ability to pay its liabilities
OTHER INFORMATION AND ISSUE PROCEDURE
The Debentures being offered as part of the Issue are subject to the provisions of the Act the Memorandum and Articles of Association of the Issuer the terms of this Information Memorandum Disclosure Document Application Form and other terms and conditions as may be incorporated in the Debenture Trust Deed and other Security Documents
Issue of Debentures in Dematerialised Form The Debentures will be issued in dematerialized form The necessary arrangements are being made with the Depositories for the issue of the Debentures in dematerialised form Investors will have to hold the Debentures in dematerialised form as per the provisions of Depositories Act 1996 The Company shall take necessary steps to credit the Debentures allotted to the depository account of the Investor
Trustee for the Debenture holder(s) The Issuer has appointed ILampFS Trust Company Limited to act as trustee for the Debenture holder(s) The Issuer and the Debenture Trustee intend to enter into the Debenture Trust Deed inter alia specifying the powers authorities and obligations of the Debenture Trustee and the Issuer The Debenture Trustee shall act based on the provisions of the Debenture Trust Deed The Debenture Trustee will at all times protect the interest of the Debenture holder(s) in accordance with the Debenture Trust Deed
Resignation and Removal of Debenture Trustee The Debenture Trustee and the Company declares that they shall not revoke the Trust hereby declared till the Debentures are redeemed in full The Debenture Trustee may at any time without assigning any reason and without being responsible for any loss or costs occasioned thereby resign as the Debenture Trustee provided that they shall continue to act as Debenture Trustee until a successor trustee is appointed by the Company The Debenture Trustee may also be removed by majority Debenture holders without assigning any reason as per Debenture Trust Deed
Sharing of Information The Issuer may with the written consent of the Debenture holder(s) exchange share or part with any financial or other information about the Debenture holder(s) available with the Issuer with its subsidiaries and affiliates and other banks financial institutions credit bureaus agencies statutory bodies as may be required
Debenture holder not a Shareholder Subject to the Debenture Trust Deed the Debenture holder(s) shall not be entitled to any right and privileges of shareholders other than those available
to them under the Act The Debentures shall not confer upon the Debentt5~r)(~IifI~
holders the right to receive notice(s) or to attend and to vote at any ge111- ~~ meeting(s) of the shareholders of the Issuer (5[ )~
r-)e i3 gt ~
Page 35 of 60--gt
Modification of Debentures or Information Memorandum Disclosure Document The Issuer may make modifications in the Information Memorandum Disclosure Document only upon receiving consent from the Debenture Trustee who in turn shall seek approval from majority Debenture holder(s)
Notices Any notice may be served by the Issuer upon the Debenture holders through post email fax or personal delivery addressed to such Debenture holder at his her registered address and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof All notice(s) to be given by the Debenture holder(s) shall be sent by post or email or fax or by hand delivery to the Issuer or to such persons at such address as may be notified by the Issuer from time to time through suitable communication and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof or at the expiry of the 3 rd day from the date such notice is dispatched whichever is earlier All correspondence regarding the Debentures should be marked Private Placement of Debentures
All notices from the Issuer shall be sent to the Debenture Trustee with copies to the Debenture Holders All notices to be sent by the Debenture Trustee to the Issuer andor the Promoters shall first be sent to the Debenture Holders for Debenture Holder Approval in terms of the Debenture Trust Deed The Debenture Trustee shall ensure and procure that any notice received by the Debenture Trustee from the Issuer andor the Promoters is shared by the Debenture Trustee with all the Debenture Holders of the Issuer within a period of 2 (two) Business Days from the date of receipt of such notice and in every event before the Debenture Trustee responds to such notice
Issue Procedure Only Eligible Investors as given hereunder may apply for the Debentures by completing the application form in the prescribed format as attached in Annexure 7 (Application Form) in BLOCK LETTERS in English as per the instructions contained therein The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the Application Form No application can be made for a fraction of a Debenture Application Forms should be duly completed in all respects and applications not completed in the said manner are liable to be rejected
The name of the applicants bank type of account and account number must be duly completed by the applicant This is required for the applicants own safety and these details will be printed on the refund orders and interest redemption payments c~~ F~~~gt
~ll ~~
~( ~ )~~Jy 11 ~
~ ~
Page 36 of60-~-~ ~
The Application Form must be accompanied by either demand draft(s) or cheque(s) drawn or made payable in favour of the Issuer or otherwise as may be set out in the Application Form and crossed Account Payee Only Cheque(s) or demand draft(s) may be drawn on any bank including a coshyoperative bank which is a member or a sub-member of the New Delhi Bankers Clearing House located If permitted the applicant may transfer payments required to be made in relation to any by electronic transfer of fundsRTGS to the bank account of the Issuer as per details mentioned in the Application Form
Application Procedure Eligible Investors will be invited to subscribe by way of the Application Form prescribed in the Information Memorandum Disclosure Document during the period between the Issue opening date and the Issue closing date (both dates inclusive)
Fictitious Application As a matter of abundant caution and although not applicable in the case of debentures attention of applicants is specially drawn to the provisions of sub-section (I) of Section 68A of the Act
Any person who (a) makes ina fictitious name an application to a company for acquiring or subscribing for any shares therein or (b) otherwise induces a company to allot or register any transfer of shares therein to him or any other person in a fictitious name shall be punishable with imprisonment for a term which may extend to five years
Basis ofAllotment The Investors will be required to remit the funds as well as submit the duly completed Application Form along with other necessary documents to Issuer by the Deemed Date of Allotment Deemed Date of Allotment for the Issue is 23-10-2013 by which date Investors would be intimated of allotment
Record Date The date falling seven days prior to the Due Date or if it happens to be a holiday then the immediately succeeding Business Day shall be the Record Date
Eligible Investors Only those Investors who have been addressed through a communication directly are eligible to apply No other Investor can apply All Investors are required to comply with the relevant regulationsguidelines applicable to them for investing in this issue of Debentures
Note Participation by potential Investors in the issue may be subject to statutory andor 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 ~egulatory requirements applicable t them inclu~i~~lctUi~ exchange controls and other requIrements Applicants ought to seek Independent l~~ -~lti and regulatory advice in relation to the laws applicable to them rtf ~t
Page 37 o~-) ~~
Application under Power of Attorney Original power of attorney or the relevant authority together with its certified true copy as the case may be along with the names and specimen signatures of all the authorized signatories and the tax exemption certificate document if any must be lodged at time of submission of the completed Application Form Further modifications additions in the power of attorney or authority should be notified to the Company at its registered office
Procedure for applying for Dematerialised Facility
I The applicant must have at least one beneficiary account with any of the Depository Participants of NSDLCDSL prior to making the application
2 The applicant must necessarily fill in the details (including the beneficiary account number and Depository Participants ID) appearing in the Application Form under the heading Details for Issue of Debentures in ElectronicDematerialised Form
3 Debentures allotted to an applicant will be credited directly to the applicants respective beneficiary account(s) with the Depository Participants
4 For subscribing to the Debentures names in the Application Form should be identical to those appearing in the account 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 in the Depository
5 Non-transferable allotment advicerefund orders will be directly sent to the applicant by the Registrar and Transfer Agent to the Issue
6 If incompleteincorrect details are given under the heading Details for Issue of Debentures in ElectronicDematerialised 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
7 For allotment of Debentures the address nomination details and other details of the applicant as registered with hisher DP shall be used for all correspondence with the applicant The applicant is therefore responsible for the correctness of hisher demographic details given in the Application Form vis-a-vis those with hisher Depository Participant In case the information is incorrect or insufficient the Issuer would not be liable for the losses if any
8 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 t- ~gti)L~-~(i ~page380~ ~
~nmiddotmiddotmiddotmiddot-middotmiddotmiddotmiddot ~lt---plusmn
Documents to be provided by Eligible Investors
Investors need to submit the following documentation as applicable
Memorandum and Articles of Association or other constitutional documents
Resolution power of attorney authorising investment
Specimen signatures of the authorised signatories duly certified by an appropriate authority
bull SEBI registration certificate (if applicable)
Copy ofPAN Card to be submitted
bull Application fonn (including RTGS details)
Mode of Payment All payments must be made through cheque(s)draft(s)transfersRTGS as set out in the Application Form
Depository Arrangements The Company has appointed Skyline Financial Services Private Limited as the Registrar and Transfer Agent for the present Issue and the Company shall make necessary depository arrangements with CDSL and NSDL for issue and holding of Debentures in dematerialised form
List of Beneficiaries The Issuer shall request the Depositories to provide a list of beneficiaries as at the end of the relevant Record Date This shall be the list which will be used for payments of interest or repayment of redemption monies or any other amounts payable on the Debentures as the case may be
Effect of Holidays Should any of the dates defined above or elsewhere in this Information Memorandum Disclosure Document (except the Deemed Date of Allotment) fallon a day other than a Business Day the immediately succeeding Business Day shall be considered as the effective date(s) In case Record Date book closure date falls on a day other than a Business Day the Business Day the succeeding day shall be the record date book closure date
Tax Deduction at Source Tax as applicable under the Income Tax Act 1961 or any other statutory modification or re-enactment thereof will be deducted at source on the interest payable on the Debentures Tax exemption certificatedocumentform under section 193 of the Income Tax Act 1961 if any must be lodged at th~ Registered Office of th~ Issuer at least fiftee~~~middot(iJ2~~ (15) days before the relevant mterest payment becommg due (~ 1
i t IJ W7i$0 ~---Page 39 of 6O____~ti-----
Letters of Allotment The Issuer shall issue a Letter of Allotment to each Debenture holder on the Deemed Date of Allotment The Debentures will be subsequently credited in dematerialised form within 2 (two) Business Days from the Deemed Date of Allotment
Deemed Date of Allotment All the benefits under the Debentures will accrue to the Debenture holders from the date of receipt of the application monies The actual allotment may take place on a date other than the Deemed Date of Allotment
Refunds For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within seven days from the Deemed Date of Allotment of the Debentures 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
Joint Holders Where two or more persons are holders of any Debenture(s) they shall deem to hold the same as joint tenants with benefits of survivorship
Mode of Transfer Debentures shall be transferred subject to and in accordance with the rules procedure as prescribed by the NSDL CDSL Depository participant of the transferor transferee and any other applicable laws and the rules notified in respect thereof 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 Transferor shall give delivery instructions containing details of the transferees DP account in his depository participant
Succession In the event of demise of Debenture holder the Company will recognize the executor or administrator of the deceased Debenture holder or the holder of succession certificate or other legal representative as having title to the Debentures The Company shall not be bound to recognize such executor administrator or holder of the succession certificate or other legal representatives as having title to the Debentures unless such executor or administrator obtains probate or letter of administration or such holder is the holder of succession certificate or other legal representation as the case may be from a competent Court in India having jurisdiction over the matter The Company may in their absolute discretion where it thinks fit dispense with production of probate or letter of administration or succession ~--~gt
l
certificate or other legal representation in order to recognize such holder ~1 ~)t)
Page 40 of6~ Vv pound ~o-middot~-
bull ~f V
being entitled to the Debentures standing in the name of deceased Debenture holder on production of sufficient documentary proof or indemnity
Nomination In the event of however a deceased Debenture holder(s) having nominated any person entitled to be registered as the Debenture holder in the event of his death such nominee shall be registered as the Debenture holder in place of the deceased Debenture holder
Page 41 of 60 shy
OTHER REGULATORY AND STATUTORY DISCLOSURES
Stock Exchange Disclaimer Clause It is to be distinctly understood that filing of this Information Memorandum Disclosure Document with the Stock Exchange should not is any way be deemed or construed that the same has been cleared or approved by the Stock exchange The Stock Exchange does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue has been made or for the correctness of the statements made or opinions expressed in this Information MemorandumDisclosure Document
Listing Disclaimer The Debentures are proposed to be listed on the Wholesale Debt Market segment of the BSE The Company shall comply with the requirements of the listing agreement to the extent applicable to it on a continuous basis and shall complete all formalities relating to listing of the Debentures
Companys Disclaimer Clause The Company certifies that the disclosures made in this Information MemorandumDisclosure Document are generally adequate and III
conformity with SEBI Regulations Further the Company accepts no responsibility for statements made otherwise than in the Information MemorandumDisclosure Document or Security Documents or any other material issued by or at the instance of the Company and anyone placing reliance on any source of information other than this Information Memorandum Disclosure Document and the Security Documents would be doing at their own risk and the Company will not be liable for such reliance
Issue of Debentures in Dematerialised Form The Debentures will be issued only in dematerialized form The Issuer has made arrangements with the Depositories for the issue of the Debentures in dematerialized form Investors will have to hold the Debentures in dematerialized form as per the provisions of Depositories Act 1996
Consents ILampFS Trust Company Limited has given its written consent for its appointment as debenture trustee to the Issue under Regulations 4(4) of the SEBI Regulations and inclusion of its name in the form and context in which it appears in this Information Memorandum Disclosure Document __
4ti)~ ~ A )ro)
C
Page 42 of60
ANNEXURE 1 SUMMARY TERM SHEET
--------------------------------------------------------------------------- shyIssuer Orris Infrastructure Private Limited
Instrument Secured Cumulative Redeemable Non-Convertible Debentures
Total number of 200 NCDs Face Value ~ 10000000- (Rupees One Crore only) per Debenture
Issue Size ~ 2000000000- (Rupees Two Hundred Crores only)
Issue Price At its face value ie ~ 10000000- (Rupees One Crore only) per Debenture
Mode of Private Placement Placement Object of the The proceeds from the issue shall be utilized for the general Issue corporate purposes of the Company
Form of listed Dematerialised issuance Deemed Date of 23-10-2013 or any other date as decided by the Issuer Allotment
Tenor 48 (forty eight) months from the Deemed Date of Allotment
Redemption After expiry of the Moratorium Period the Issuer shall redeem the Debentures in equal monthly installments over a period of 33 (thirty three) months on each Due Date subject to premature redemption as permitted under the Debenture Trust Deed
Moratorium Period of 15 (Fifteen) months from the Deemed Date of Allotment Period Interest Rate Interest will be payable at the interest rate of 20 (Twenty percent)
per annum payable monthly on the Outstanding Amounts as per the Payment Schedule (refer Annexure 2 to this Information Memorandum Disclosure Document)
The first installment for interest payment shall also include an additional amount equivalent to 125 (one point two five percent) of the issue size (excluding any applicable taxes) to the Debenture holders in proportion to the Debentures held by them
Market Lot One (1) Debenture
Minimum Application
Early Repayment
Escrow Mechanism
------shy
Subject to the conditions specified in the Debenture Trust Deed (Premature Redemption) the Issuer shall have a onetime option to prematurely redeem in a single tranche and not exceeding 25 (twenty five) of the outstanding Debenture Principal Amount at any time after expiry of the 24 (twenty four) months from the Deemed Date of Allotment till the expiry of 30 (Thirty) months of the Deemed Date of Allotment (Premature Redemption Period) The Premature Redemption shall be exercised in a single tranche and shall be subject to fulfillment of each of the following conditions that the Company prematurely redeems Debentures equivalent to an amount in the multiples of ~ 50000000- (Rupees Five Crores Only) with the minimum amount being ~ 150000000- (Rupees Fifteen Crores Only) for redemption in excess of the amounts permitted for Premature Redemption as specified above the Issuer shall pay a premature redemption premium of 2 (two percent) on the amount being redeemed and paid by the Issuer plus applicable service tax or other statutory levy if any subject to deduction of income tax at the rate prescribed under the Income Tax Act 1961 (Premature Redemption Premium) subject to the Escrow Mechanism below the Issuer shall have the option to prematurely redeem the Debentures after the expiry of the Premature Redemption Period without paying any Premature Redemption Premium provided such amounts are in accordance with sub-clause (a) above and any redemption of Debentures by the Issuer in accordance with this Deed shall be proportionate redemption of all the Debentures together through reduction in face value of each Debenture Further the redemption of the Debentures may be carried out in accordance with the Escrow Mechanism mentioned below
All receivables from the Project will be deposited by the Company in an Escrow Account All monies deposited in the Escrow Account shall be utilized in following order Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal with respect to the Debentures Only upon satisfaction of the requirement of (1) and (2) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account towards withdrawal of upto ~ 900000000 (Rupees Ninety Crores only) by the Company After withdrawal of ~ 900000000 (Rupees Ninety Crores only) by the Company
Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal witl]_x~secttyct to
-_8f~~the Debentures (f~X-~~~
~ ) Page 44 amp1 ~____~i
--------------------------------------- -- -------------
Debt Service Reserve Account (DSRA)
Put Option
Issue open on
Issue closed on
Basis for Interest calculation
Listing
Depository
Credit Rating
Security
Only upon satisfaction of the requirement of (a) and (b) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account 60 (Sixty percent) of any further monies in the Escrow Account shall be used to accelerate the redemption of the Debentures and the remaining 40 shall be withdrawn by the Company
Shall mean an amount being not less than ~ 60000000 (Rupees Six Crores only) to be maintained by the Company in the Escrow Account at all times
In the event of a default as defined iIi the Debenture Trust Deed the Debenture Trustee (on instructions from the Debenture holders) can exercise a put option on the Promoters to buy back the entire outstanding Debentures
04-10-2013 or any other date as decided by the Issuer
23-10-2013 or any other date as decided by the Issuer
Interest payable on the Debentures shall accrue on a day to day basis and shall be computed on the basis of 365 (Three Hundred Sixty Five) days divided equally for each of the twelve calendar months
At the WDM segment of the BSE
NSDL and CDSL
ICRA B+ by ICRA Limited
The Debentures together with any interest accrued thereon and outstanding amounts Debenture Trustees remuneration and all costs charges expenses and all other monies due in respect of the Debentures shall be secured by
First and exclusive charge on all Project Receivables through the Deed of Hypothecation together with the Escrow Agreement and such charge will be superior to any other claims on the Project Receivables First and exclusive charge on all amounts lying to the credit of the Escrow Account under the Deed of Hypothecation First and exclusive charge by way of equitable mortgage on the Commercial Property (Mortgaged Property) through execution of a registered Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property in favour of the Debenture Trustee together with a declaration cum undertaking from CDPL declaring the creation of mortgage by deposit of titly-~Si~6d~~ the
I-SI ~~
Page 4~60
----------------------------------------------------------------------------------Commercial Property in terms of the memorandum of entry Equitable mortgage and exclusive charge over FSI equivalent to 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of the Commercial Project together with all the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
Exclusive charge over all the rights title interest benefits claims demands of any nature whatsoever of the Company under andor in respect of the CDPL Collaboration Agreements for development and construction of the Commercial Colony and the entire FSI in the Commercial Project along with proportionate undivided interest in the underlying land and without limitation the following the right to compel performance thereunder and to substitute or be substituted for the Company thereunder and to substitute and be substituted thereunder for the Company thereunder and to commence and conduct either in the name of the Company or in its own name or otherwise any proceedings against any person in respect of any breach of the CDPL Collaboration Agreements and all claims of the Company including in any proceedings against all or any such persons to any amounts owing to or received by the Company thereunder and the rights and benefits of all Approvals to the extent capable of assignment together with the right to further assign any of the CDPL Collaboration Agreements and such Approvals to any Person Pledge of shares representing the entire issued and paid up share capital of CDPL under the Deed of Pledge Personal Guarantee of Sh Vijay Gupta Sh Amit Gupta and Smt Kusum Gupta and Cheques
Security Creation The Security shall be created in the favour of the Debenture Trustee on or before the Deemed Date of Allotment
Representation The representations and warranties of the Company will be set out and Warranties in the Debenture Trust Deed
Event ofDefault All events of default as set out in the Debenture Trust Deed
Upon occurrence of such event of default Debenture Trustee shall (on instruction from the Debenture holders) issue a written notice of default to the Company and grant to the Company a cure period in accordance with the terms of Security Documents
The consequences of an event of default shall be governed_lgtY the provisions in the Security Documents and shall inclu9~~ayfu~i1t of
default interest and enforcement of the Security in the manner specified In the Security Documents including appointment of nominee director(s)
Default Interest An additional interest of 4 pa (four percent per annum) over and Rate above the Interest Rate (as defined hereinafter) (viz the default
interest rate shall be 24 (twenty four percent) payable in relation to the Debentures and the Outstanding Amounts payable In accordance with Security Documents
Registrar and Skyline Financial Services Private Limited Transfer Agent
Compliance All provisions clauses regulations specified by GOISEBIRoCBSE with respect to issue and listing of Redeemable and Secured Non-Convertible Debentures shall be complied with by the Company
Assignment Each Investor may transfer or dispose a part or the whole of its Transferability Debentures without the Companys consent
Governing Law The governing law will be the laws of India and the parties submit to and Jurisdiction the exclusive jurisdiction of the courts in Delhi
~-~---~-~
u c tL ~If) -~~-J bull (
Page 47 of60
ANNEXURE 2 PAYMENT SCHEDULE
Due date
Month 0
Last Day ofMonth 1
Last Day ofMonth 2
Last Day ofMonth 3
Last Day ofMonth 4
Last Day ofMonth 5
Last Day ofMonth 6
Last Day of Month 7
Last Day ofMonth 8
Last Day of Month 9
Last Day of Month 10
Last Day of Month 11
Last Day of Month 12
Last Day of Month 13
Last Day of Month 14
Last Day ofMonth 15
Last Day of Month 16
Last Day of Month 17
Last Day of Month 18
Last Day ofMonth 19
Last Day ofMonth 20
Last Day of Month 21
Last Day of Month 22
Last Day ofMonth 23
Last Day of Month 24
Last Day ofMonth 25
Last Day of Month 26
Last Day ofMonth 27
Outstandino D b t b
e en nre1 su )scrIptlOn amount
I dat mont I en
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
1939393939
1878787879
1818181818
1757575758
1696969697
1636363636
1575757576
1515151515
1454545455
1393939394
1333333333
1272727273
I nterest
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
32323232
31313131
30303030
29292929
28282828
27272727
26262626
25252525
24242424
23232323
22222222
Debenture Payment to I t D b tSll )SCrIP Ion e en nre
t H Idamoun 0 ers
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
60606061 93939394
60606061 92929293
60606061 91919192
60606061 90909091
60606061 89898990
60606061 88888889
60606061 87878788
60606061 86868687
60606061 85858586
60606061 84848485
60606061 83838384
60606061 8~~3 j()gt t~( S( )Page48~60
-
Due date su
Last Day of Month 28
Last Day of Month 29
Last Day of Month 30
Last Day of Month 31
Last Day ofMonth 32
Last Day of Month 33
Last Day of Month 34
Last Day of Month 35
Last Day of Month 36
Last Day of Month 37
Last Day of Month 38
Last Day of Month 39
Last Day of Month 40
Last Day of Month 41
Last Day of Month 42
Last Day of Month 43
Last Day of Month 44
Last Day ofMonth 45
Last Day of Month 46
Last Day of Month 47
Last Day of Tenor
Outstandino D b t b
b ~ t~n ure t SCrIp Ion amoun
t th da mon en
1212121212
1151515152
1090909091
1030303030
969696970
909090909
848484848
787878788
727272727
666666667
606060606
545454545
484848485
424242424
363636364
303030303
242424242
181818182
121212121
60606061
Debentme Payment to Interest subscription
t amoun Debenture
H ld0 ers
21212121 60606061 81818182
20202020 60606061 80808081
19191919 60606061 79797980
18181818 60606061 78787879
17171717 60606061 77777778
16161616 60606061 76767677
15151515 60606061 75757576
14141414 60606061 74747475
13131313 60606061 73737374
12121212 60606061 72727273
11111111 60606061 71717172
10101010 60606061 70707071
9090909 60606061 69696970
8080808 60606061 68686869
7070707 60606061 67676768
6060606 60606061 66666667
5050505 60606061 65656566
4040404 60606061 64646465
3030303 60606061 63636364
2020202 60606061 62626263
1010101 60606061 61616162
The interest payment on the first Due Date shall vary depending on the date onwh~h the
application monies for Debentures arc received til 1~~1
1bull kAij~ lt laquo~~gt ~
-
--
Page 49 of60
ANNEXURE 3
UNDERTAKING BY THE COMPANY
The Company undertakes that bull In the event the Debentures are issued in physical form the Company
shall use a common form of transfer
bull It will provide on a half yearly basis a compliance certificate duly certified by the Debenture Trustee to the Debenture holders in respect of compliance with the terms and conditions of Issue as contained in this Information Memorandum Disclosure Document and
bull Every credit rating obtained shall be periodically reviewed by the Credit Rating Agency and any revision in the rating shall be promptly disclosed by the Company to the Stock Exchange Any change in rating shall be promptly disseminated to Debenture holders and prospective Investors in such manner as the BSE may determine from time to time All information and reports on the Debentures including compliance reports filed by the Company and the Debenture Trustee shall be disseminated to the Debenture holders and the general public by placing them on the website of the Company and shall through the Debenture Trust Deed request the Debenture Trustee to place the same on its website
bull The above Information Memorandum Disclosure Document IS
compliant with all disclosures required to be made for listing of senior non-convertible debentures on a private placement basis on a recognized stock exchange as specified in Schedule I under Regulation 21 of the Securities and Exchange Board of India (Issuing and Listing of Debt Securities) Regulations 2008
laquo~~(~I0~~ For o~InCr ~cture Private Limited
~~WIVijay~
(Chairman)
Page 50 of60
ANNEXURE 4
CREDIT RATING LETTER FROM ICRA LIMITED
Ie R A Limited
Ref DRAT2013-140-362
Mr Sanjay Aggarwal VP - Accounts amp raxation Orris Infrastructure Private Limited J-105 DLF Phase -II MG Road Gurgaon - 122002 Haryana
May 21 2013
Dear Sir
Rc ICRA-assigned Credit Rating for Rs 200 crore NCD Programmc of Orris Infrastructurc l)rivate Limited (instrument details in Annexure)
Please refer to your Rating Requisition dated May 112013 and the subsequent Rating Agreement of May 162013 for carrying out the rating of the aforesaid Bond Programme The Rating Committee
of ICRA after due consideration has assigned a [ICRAIB+ (pronounced as ICM B plus) rating
to the captioned Bond Programme
We would appreciate if you can sign on the duplicate copy of this letter and send it to us within 7
days from the date of this letter as confirmation about the use of the assigned rating The rationale
for assigning the above rating will be sent to you on receipt of your confirmation about the use of our rating as above Any intimation by you about the above rating to any BankerLending
AgencyGovernment AuthoritiesStock Exchange would constitute use of this rating by you
This rating is specific to the terms and conditions of the proposed issue as was indicated to us by you
and any change In the tenns or size of the issue would require the rating to be reviewed by us If
there is any change in the terms and conditions or size of the instrument rated as above the same must be brought to our notice before the issue of the instrument If there is nny such change after the
rating is assigned by us and confirmed to use by you it would be subject to our review and may result in change in the rating assigned
ICRA reserves the right to suspend withdraw or revise the above at any (ime on the basis of new information 01 unav~ilability of information or such other circumstances which ICRA believes may
have an impact on the rating assigned to you
The rating as aforesaid howeVer should not be treated as a recommendation to buy sell or hold the
bonds to be issued by you If the instrument rated as above is not issued by you within a period of 3
BuUding No 5 2 Floor TeL + 91 - 124 - 4545300 wOiosite wwwicraJn Tower A DLF cyber City Fax + 91 - 124 - 4050424 email infoicralndiacom Phase ll Gurgaon 122002
Regd Office 1105 Kailash Building 11 Floor 26 Kastuma Gandhi Marg NeW Delhi - 110001
RATING RES EAR eli INFORMATION
months from the date of this letter communicating the rating the same would stand withdrawn unless
revalidated before the expiry of 3 months
You arc required to forthwith inform us about any default or delay in repayment of intcrest or
principal amount of the instrument mtcd as above or any other debt instruments borrowing Y nu are also required to keep llS forthwith informed of any other devclopments which may have a direct
or indirect impact on the debt servicing capability of the company including any proposal for reshy
schedulement or postponement of the repayment programmes oCthe dues debts of the company with
any lendcr(s) investor(s)
You are required to inform us immediately as and when the borrowing limit for the instrument rated
as above or as prescribed by the regulatory authority (ies) is exceeded
We thank you for your kind cooperation extended during the course of the rating exercise Should
you require any clarification please do not hesitate to get in touch with us
With kind regards
Yours sincerely
for IeRA Limited
-- Iobit Inamdar S (Senior Vice President) (Analyst)
Page 52 of60
Annexure
Details of the bank limits rated by leRA (Rated on long term seale)
Page 53 of60
I eRA limited AIIA~fIiI ofMoltldyIInvllllttmI ~
Ref DRATfl013middot140middot3611
Date August 222013
MI Sanjay AggarwaJ VP - Accounts amp Taxation Orris Infrastructure Private Limited JmiddotIO5 DLF Phasemiddotll MG Road Gurgaonmiddot J22002 Haryana
Dear Sir
Re leRA ruting for Rs 2000 crote NCD Progrumme of Orris Infrastructure Private Umlted
This is with reference to your letter dated August 9 2013 for re-validating your rating for the Rs 200 erore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Boods programme ofyour company and last communicated to you vide QuI letter dated May 212013 stands The other terms and conditions for the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DlRAT12013middot 1410-362 dated May 2013 stands
With kind regards For lCRA Limited
(Senior Vice President)
T~middot + 91middot 124 bull ~ website VWW bulliCfSio fw + 91 124 -~ email info~middoticralndiagtcom
Page 54 of60
Ie R A Lim
Ref DfRAT2013-14O-364
Date October 03 2013
Mr Sanjay Aggarwal VP - Accounts amp Taxation Orris Infrastructure Private Limited J-105 DLF Phasemiddotmiddotll MG Road Gurgaon - 122002 Haryana
Dear Sir
Re ICRA rating for Rs 2000 crOTe NCD Programme of Orris Infrastructure Private Limited
This is with reference to your letter dated September 03 2013 for re-validating your rating for the Rs 200 crore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Bonds programrne of your company and last conununicated to you vide our letter dated August 22 2013 stands The other terrns and conditions fur the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DRATI2QI3middot 14()362 dated May WI3 stands
With kind regards For [eRA Limited
Vi (Senior Vice President)
Buildlng No 2 Iloot Tel + 81 124 - 4545300 websf1e WWWJCf8D
Tower A Cyber Oily Fax + 91 124 bull 4000424 ilImaH lnfoicralfldliLcof1
Phase II Gurgaonmiddot 1~
Regd Offictl noo iltailash Building i 1 Floor 26 KDtwoo Qandhi Marg New Delhi bull 110001
RATING RES EAR C H INfORMATION
Page 55 of60
ANNEXURE 5
CONSENT LETTER FROM DEBENTURE TRUSTEE
Ref No 1750 ITCL JUtmiddots I ru~1 Company Limilt~d
September 30 2013
Orris Infrastructure Private limited (Company) Jmiddot105 OLF PhaSe - 11 MG Road Gurgaon 122002
Kind Attention Mr Vljay Gupta Director
Sub listed Secured Redeemable Non Convertible Debentures (NCDs) aggregating to Rs 200 crs proposed to be issued by the Company on private placement basis
Dear Sirs
This is with reference to our discussion regarding appointment of ILampFS Trust Company limited (ITCL) as Debenture Trustee for the proposedlssue of listed Secured Redeemable NCDsof Rs 1 crore each aggregating to Rs 200 crs to ~ issued by the Company on private placement basis In this regard VIle do hereby give out consent to act as the Debenture Trustee subject to the Company agreeing to the following conditions
1 The Company agrees and undertakes to create the securities over such terms and conditions as detai~d in the signed Information Memorandum as submitted to us and execute the Debenture Trust Deed and other necessary security documents as required
2 The Company agrees amp undertakes to pay Debenture Trustees so long as they hold the office of the De~nture Trustee remuneration as stated in appointment letter dated July 30 2013 for the services as Debenture Trustee in addition to all legal travelling and other costS charges and expenses which the Debenture Trustee or their officers employees or agents rnayiocur in relation to execution of the Debenture Trust Deed and all other documents affecting the Security till the monies in respect of the Debentures have been fully paid-off and the requisite formalities for satisfaction of charge in aU respects have been complied with
3 The Company agrees ft undertakes to comply with the provisions of SEal (Debenture Trustees) Reguliltions 1993 SE61 (Issue and Listing of Debt Securitles) Regulations 2008 SEBICircutar No$EaIIlMOOfgtl1Sondl2oo911 105 dated 11052009 on Simplified Listing Agreement for Debt Securities read with the SEBl Circular No SEBIIIMDDOF-1 tBONDlClr-5120o9 dated the 16th November 2009 the Companies Act 19l)6 ilnd other applicable proviSions I circulars guidelines etc as applicable and amended from time to time and agrees to furnish to Trustees such information in terms of the same on regular basis
Sincerely For ILftFS Trust Company lilDi~d
lL__~~ ~ ~ ~~~ --- ~
Authorized Signatory
lUfFS Finru1 Centre PloINo C 22 G Block 5th Floor Bjr Kurio Complex Bandra (Eastl Mumbamiddotmiddot 40(K)SI INDIA
Bangalor( Office ILEtFSTru1 (ompally Ltdbull ALmiddotLalheef 151 Floor No 2Unioll Slreet Offlnanlry Raad Banglore 5hlX)OI INDIA
New Delhi Offire ILftFSTrusl (ompY tId Amiddot26a lsI Ploor Bhishm Pithamah Marg DefencfCoony New Delhi - 110024 INDIA
Kolkala Offilaquo ILftfSTrusl Company Ltd ILIIFS Constantia lnlflPor n Dr11 lIt Bramachari Street Kolkata bull 700017 INDIA
Page 56 of60
ANNEXURE 6
CONSENT LETTER FROM REGISTRAR AND TRANSFER AGENT i
Skyline Financial Serrr)ices Pvt Ltd SEBI REGISTERED CATEGORY1 REGk)IRARS ampSHARE TRANSfRAtgtENT D153A Ht Floor () nol Area Ph bullbullbullI New Dolhmiddot llO 020 1 9 middot1126812682 2S612~83 EmiddotmaI nOlltyhOaccrn tte-oSi$ wwwSiltyllnfHla_all1
August 29 2013
MrVlneel Kumar Gupta
Sr Manaler Secretarial
Orris InfraSlrucllJre Private Limited
Orris la M G Road
Gurgaoo - 1iG 002 (Hr)
Sub Consent to aet as Registrar to Issue and TfBllSfer Agent
DearSJr
Thls1s in reference 10 YOllr email datild AugJS1 29 2013 We hereby give our consent to act as 21
Registrar to IsSue and Transfer Agent for your propOSed issue of 1O - conveo1ibledebentures Of Rs
20000 Crore (jl1d our name IS Registrar to i$sueandShare Transfer agent may please be included in
Thanking you Y()ursfailhfufy
Vice- President
Page 57 0[60
--
-------
ANNEXURE 7
APPLICA TION FORM
ORRIS INFRASTRUCTURE PRIVATE LIMITED Registered Office RZ-D-5 Mahavir Enclave New Delhi 110045
Corporate Office 1-105 DLF Phase II Mehrauli Gurgaon Gurgaon -122002
Application No ___ Date
Dear Sirs
VWe have read and understood the terms and conditions of issue by Orris Infrastructure Private Limited of senior secured cumulative redeemable Non-Convertible Debentures of face value ~ 10000000 (Rupees One Crores only) having a coupon rate of 20 pa on a private placement basis on the face value aggregating to ~ 2000000000- (Rupees Two Hundred Crores only) (Debenture) contained in the Information Memorandum Disclosure Document dated __2013 VWe bind ourselves to the terms and conditions as contained in the Information Memorandum Disclosure Document and wish to apply for allotment of these Debentures The amount payable on application as shown below is remitted herewith On allotment please place myour name(s) on the Register of Debenture holder(s)
(Please read carefully the instructions on the next page before filling this form)
No of Debentures applied No in figures No in words for
Amount (~)
Detal s I 0 f payment ChequesDemand Date Drawn on Bank DraftlRTGS Details
Applicants Name amp Address in full (please use capital letters)
Pin Code Telephone I Fax Email
I Status Bankin~ Company ( ) Insurance Company ( ) Other ( ) (specify in case of others) Name of Authorized Signatory Designation Signatures Signatoty
Details of Bank Account Bank Name amp Branch Nature ofAccount Account No IFSCINEFT Code middot)---~1
-- --
Depository Details
I1We the undersigned want to hold the Debentures of the Company in the dematerialised fonn Details of myour Beneficiary Account are given below
Depository Participant Name - shy
DPID
Beneficiary Account Number shy
Name of the Applicant
() II We understand that in case of allotment of Debentures to my lour Beneficiary Account as mentioned above would be credited to the extent of Debentures allotted
Taxpayers PAN I GIR No IT CircleIW ardlDistrict ( ) Not Allotted
Tax Deduction Status () Fully ( ) Tax to be ()Yes ONo Exempt deducted at
Source
I1We hereby understand that the Company has not provided and will not provide any material or other infonnation regarding the Debentures except as included in the Infonnation Memorandum Disclosure Document
Signature of the Applicant _________________(Tear here)__________
ACKNOWLEDGEMENT SLIP
Application No Date -- shyReceived From
1shy----------------------~
By ChequelDemand DraftlRTGS No
drawn on towards application for ______ Debentures (Chequesl Demand Drafts are subject to realisation)
For Orris Infrastructure Pvt Ltd
For all further correspondence please contact INFRASTRUCTURE PRIVATE LIMITED Tel +91 124-4979200
Page 59 of60
10
INSTRUCTIONS
You must complete application in full in BLOCK LETTERS IN ENGLISH
2 Your Signatures should be made in English or in any of the Indian languages
3 Application forms duly completed in all respects together with high value Cheques Pay Order Demand Drafts must be lodged at the Orris Infrastructure Private Limited Corporate Office (as provided above)
4 Payments through RTGS shall be made as follows
Beneficiary Account name Orris Infrastructure Private Limited IFSC Code UTIB0000056 Bank Account No 056010200015303 Bank Axis Bank Ltd Branch Sec-14 Gurgaon
5 The Cheque(s)Demand Draft(s) of high value clearing zone should be drawn in favour of ORRIS INFRASTRUCTURE PVT LIMITED and crossed Ale payee only Cheque(s)Demand draft(s) may be drawn on any scheduled bank and payable at Delhi
6 Mr Vineet Gupta as authorised representative of the Company will issue the Acknowledgement Slip (appearing below the Application Form) as acknowledgement of receipt of applications No separate receipt will be issued
7 You should mention your Permanent Account Number or the GIR number allotted under Income- Tax Act 1961 and the Income-Tax CirclelWardlDistrict In case where neither the PAN nor GIR number has been allotted the fact of non-allotment should be mentioned in the application form in the space provided
8 The application would be accepted as per the terms of the issue outlined in the Information Memorandum Disclosure DOC~fii
r1- -~0 gt tl~~ ~gt
j )j~ (~~ ~O
~ shy
Page 60 of60
FINANCIAL HIGHLIGHTS OF THE COMPANY 3
Provided below are highlights from March 31 2013 and March 312012
-
PARTICULARS
Shareholders Funds Share Capital Reserves and Surplus Non-Current Liabilities Long-Term Borrowings Other Long Term Liabilities Long Term Provisions Current Liabilities Short-Term Borrowings Trade Payables Other Current Liabilities Short-Term Provisions TOTAL Non-Current Assets Fixed assets (i) Tangible assets (ii) Intangible assets (iii) Capital work-in-progress
Non-current investments Deferred Tax Assets (Net) Long term loans and advances Current assets Inventories Trade Receivables Cash and Cash Equivalents Short-Term Loans and Advances TOTAL
Profit amp Loss Statement Income From Operations Expenditure Profit Before Tax Provision For Tax NET PROFIT
the Companys balance sheet as on
AS AT AS AT
31032013 31032012 -
(In t) (In t)
297900000 33100000 213213781 387605693
833881405 1163249172 113701597 104516080
3716055 2624152
1043912351 511881321 318959605 500619871
7230525889 6415810732 2987458 middot12901961
10058798141 9132308982
41142649 84146355 1804455 1364419
10535400 shy8181894 8298894 5484172 6174926
211337362 637591171
3033819766 2432400222 - 14337455
325475165 554273019 6421017278 5393722521
10058798141 9132308982
FY 2013 FY 2012 3813273647 2063682309
3670103696 1960640137 143169951 103042172 51380355 54143420
90408088 54024176
3 The above given figures are duly audited by auditors of the company
OFFER DETAILS
1 Details of debt securities issued and sought to be listed The securities proposed to be issued pursuant to this Information Memorandum Disclosure Document will be listed on WDM of the BSE
2 Nature of Instrument Senior Secured Cumulative Redeemable Non-Convertible Debentures issued on a private placement basis
3 The Issue size The Company proposes to issue 200 Secured Cumulative Redeemable Non-Convertible Debentures having Face Value of ~ 10000000shy(Rupees One Crores only) each having aggregate face value of ~ 2000000000- (Rupees Two Hundred Crores only)
4 Face Value Each Debenture has a face value of ~ 10000000- (Rupees One Crores only) per Debenture
5 Redemption The outstanding amount of the Debentures shall be repaid in monthly installments payable as per the Payment Schedule
Unless redeemed earlier m accordance with this Information Memorandum Disclosure Document and the terms of the Security Documents the Debentures shall stand redeemed on payment of the final installment as per the Payment Schedule The redemption shall apply to each Debenture uniformly Any redemption of Debentures by the Company shall be proportionate redemption of all the Debentures collectively through reduction in face value of each Debenture
In the event of a default as defined in the Debenture Trust Deed the Debenture Trustee (on instructions from the Debenture holders) can exercise a put option on the Promoters to buy back the entire outstanding Debentures
6 Tenor Forty Eight (48) months from the Deemed Date of Allotment ending on the last Due Date unless redeemed earlier in accordance with the terms of the Debenture Trust Deed
7 Interest Rate The Debentures will carry an interest at the rate of 20 (Twenty percent) per annum payable monthly (subject to deduction of tax at source if applicable at the rate prevailing from time to time under the provisions of the Income Tax Act 1961 or any other statutory modifications or reshyenactment thereof for which a certificate will be issued by the Company-_ on the outstanding principal amount of Debentures and(other-~~
i ( y page~f )~
- -
-
Outstanding Amounts throughout the tenure of the Debentures till final redemption as per Payment Schedule
Interest payable on the Debentures shall accrue on a day to day basis and shall be computed on the basis of 365 (Three Hundred Sixty Five) days divided equally for each of the twelve calendar months
8 Payment Mechanism Payments towards interest and towards repayment of the outstanding amount of Debentures shall be made by way of drafts cheques credit through RTGS mechanism on the Due Dates to those Debenture holder(s) whose names appear on the list of beneficiaries provided by the Depositories to the Issuer Such payments shall be made from the Escrow Account in the manner specified in the Debenture Trust Deed The names would be as per the Depositories records on the relevant Record Date fixed for the purpose of such payments as provided in this
Information Memorandum Disclosure Document In case of those Debentures for which the beneficial owner is not identified by the Depository as on the Record Date the Issuer would keep in abeyance the payments till such time that the beneficial owner is identified by the Depository and conveyed to the Issuer whereupon the payments will be paid to the beneficiaries as identified
In case the Due Date falls on a day which is not a Business Day then the payment due shall be made on the succeeding Business Day
9 Security The principal amount of the Debentures together with any interest accrued thereon and other Outstanding Amounts Debenture Trustees remuneration and all costs charges expenses and all other monies due in respect of the Debentures and or under the Transaction Documents shall be secured by the Obligors by
a First and exclusive charge on all receivables from the Project through the Deed of Hypothecation together with the Escrow Agreement and such charge will be superior to any other claims on the Project receivables
b First and exclusive charge on all amounts lying to the credit of the Escrow Account under the Deed of Hypothecation
c First and exclusive charge by way of equitable mortgage on the Commercial Property (Mortgaged Property) through execution of a registered Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property in favour of the Debenture Trustee together with a declaration cum undertaking from CDPL declaring the creation of mortgage by deposit of title deeds of the Commercial Property in terms of the memorandum of entry
d Equitable mortgage and exclusive charge over FSI equivalent to 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of the Commercial Project together with all the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
e Exclusive charge over all the rights title interest benefits claims demands of any nature whatsoever of the Company under andor in respect of the CDPL Collaboration Agreements for development and construction of the Commercial Colony and the entire FSI in the Project along with proportionate undivided interest in the underlying land and without limitation the following
(i) the right to compel performance thereunder and to substitute or be substituted for the Company thereunder and to substitute and be substituted thereunder for the Company thereunder and
(ii) to commence and conduct either in the name of the Company or in its own name or otherwise any proceedings against any person in respect of any breach of the CDPL Collaboration Agreements and
(iii) all claims of the Company including in any proceedings against all or any such persons to any amounts owing to or received by the Company thereunder and
(iv) the rights and benefits of all Approvals to the extent capable of assignment together with the right to further assign any of the CDPL Collaboration Agreements and such Approvals to any Person
(v) Pledge of shares representing the entire issued and paid up share capital of CDPL under the Deed of Pledge
(vi) Personal Guarantee of Sh Vijay Gupta Sh Amit Gupta and Smt Kusum Gupta and
(vii) Cheques
CDPL has consented to creation of charge over the entire FSI to the extent of 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of t
The said security shall be created in favor of the Debenture Trustee on or by the Deemed Date of Allotment
Obligors will ensure that market value of the above mentioned security will be at all times equal to the face value of the outstand~icitZt~ Debentures tp ---YZoltgtl
lSI r~
i~ ~r)Page 22 oK~-_
~~-___i
10 Board Authority The private placement of Debentures under this Information Memorandum Disclosure Document is being made pursuant to the resolution of the Board of Directors of the Company at its meeting held on June 24 2013
11 Rating and rating rationale ICRA has assigned a ICRA B+ (pronounced as ICRA B plus) rating to debentures programme of the Company to the extent of ~
2000000000- (Rupees Two Hundred Crores only) vide letter ref no DRAT2013-140-362 on May 212013 and revalidated vide letter ref no DRAT2013-140-363 on August 222013 The long-term rating carries a stable outlook A copy of the rating letter and its rationale from ICRA is enclosed as Annexure 4_ to this Information Memorandum Disclosure Document
12 Details of utilisation of the Issue Proceeds Our Board of Directors certifies that the proceeds of the Issue of Debentures shall be utilized for the general corporate purposes of the Company
13 Minimum Number of Debentures for Subscription The application must be made for a minimum of one (1) Debenture and in multiple of one (1) Debenture thereafter There is no maximum limit on the application
14 Listing The Debentures are proposed to be listed on the WDM segment of the BSE the details of which are provided below
The Bombay Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400001 Phone 91 22 227212334 Fax 91 22 22721919
The COJpany shall make an application to the BSE to list the Debentures to be issued and allotted pursuant to this Information Memorandum Disclosure Document and shall take all necessary steps to complete all the formalities relating to listing of the Debentures within 15 (fifteen) days from the date of closure of the Issue Date If such permission is not granted by the BSE within 15 (fifteen) days from the date of closure of the Issue or where such permission is refused by the BSE before the expiry of the 15 (fifteen) days from the closure of the Issue the Company shall at the option of the Debenture holders repay with interest (at the applicable Interest Rate) all monies received by it If the Company fails to repay such monies within 5 (five) days after the Company becomes liable to repay it then the default interest (at the applicable Default Interest Rate) shall also apply to the amount payable
by the Company over and above the applicable interest iP~d (OS4( i~
Page 23~~ ~Sl-C ~-_-)to ~--i-~-~
In connection with listing of Debentures with BSE the Company hereby undertakes to comply with all requirements of the Act applicable SEBI rules and regulations including Securities and Exchange Board of India (Issue and listing of Debt Securities) Regulation 2008 and the listing agreement with BSE
15 Market Lot The minimum lot size for trading of the Debentures on the Stock Exchange is proposed to be one (1) Debenture
16 Underwriting of the Issue The present Issue of Debentures has not been underwritten
17 Tax Benefits The Debenture holder(s) are advised to consider in their own case the tax implications in respect of subscription to the Debentures after consulting their respective tax advisor
18 Governing Law The Debentures shall be construed to be governed in accordance with the laws of India Any dispute arising thereof will be subject to exclusive jurisdiction of the courts in Delhi Over and above the aforesaid terms and conditions the said Debentures shall be subject to the terms and conditions of the Security Documents
19 Debenture Redemption Reserve The Company hereby agrees and undertakes to create a debenture redemption reserve as per the provisions of the Security Documents the Act and the rules regulations notifications and circulars issued by the Ministry of Corporate Affairs and if during the currency of these presents any guidelines are formulated (or modified or revised) by the Central Government or any government agency or corporation having authority under Law in respect of creation of debenture redemption reserve applicable to the Debentures the Company shall duly abide by such guidelines and execute all such applicable supplemental letters agreements and deeds of modifications as may be statutorily required by the Debenture holders or the Debenture Trustee
20 Undertaking to use a Common Form of Transfer The issue of Debentures shall be made in dematerialized form only and no Debentures will be issued in physical form However the Company will use a common transfer form for physical holdings if at a later stage there is any holding in physical form due to the depository giving any Debenture holder the option to rematerialize the Debentures
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
The following contracts documents not being contracts entered into in the ordinary course of business carried on by the Company or entered into more than two years before the date of this Information Memorandum Disclosure Document which are or may be deemed material have been entered into by the Company These material contracts or documents may be inspected at the Registered Office of the Issuer from 1000 am to 100 pm on all working days from the date of this Information Memorandum Disclosure Document until the date of closure of this Issue
Material Contracts 1 Copy of the letter from Skyline Financial Services Private Limited to the
Company giving their consent to act as the Registrar and Transfer Agent to the Issue
2 Copy of letter from ILampFS Trust Company Limited to the Company giving their consent to act as the Debenture Trustee to the Issue
Material Documents L Memorandum and Articles of Association of the Company as amended
from time to time
2 Credit rating letter from ICRA Limited
3 Copy of Certificate oflncorporation of the Company dated July 262006
4 Certified true copy of the resolution dated June 24 2013 approving the issue of Debentures and creation of securities on the term and conditions stated in this Information Memorandum Disclosure Document
5 Copy of Tripartite Agreement dated 17-02-2011 between the Company the Registrar and Transfer Agent and the CDSL (Depository)and Copy of Tripartite Agreement dated 03-03-2011 between the Company the Registrar and Transfer Agent and the NSDL (Depository)
6 Copies of Audited Financials of the Company for the last three financial years
DISCLOSURE ON EXISTING FINANCIAL INDEBTNESS
1 Details of Secured Borrowings4
Ao The secured loans of the Company outstanding as on March 312013 is as follows
(Amount in f)
Details of Vehicle Loans Axis Bank October 27 1390055 EMI Start date- Hypothecated to Limited 2010 December 10 2010 Axis Bank (BMW) Closure date- Limited
November 10 2013 HDFC March 09 2472342 EMI Start Date Hypothecated to Bank 2012 April 052015 HDFC Bank Limited Closure Date - April Limited (BMW) 052015
None of the above loans is secured against any of the security (as detailed in Offer Details section above)
B The Secured Debentures of the Company outstanding as on March 312013 are as under
ILampFS Secured 17 Monthly 1 14th part of the first floor Trust Redeemable installment (without Roof Right) being 45 Company Non- pa s Start sq yards out of 180 sq yards of Limited Convertible date- the first floor constructed on
Debentures 2205201 free-hold land bearing plot No Series shy I of 1 RZ-D-5 First Floor Mahavir aggregate Closure Enclave New Delhi -110045 face value of dateshy admeasuring 180 sq yards out 2202201 ofkhasra number 8314 35000000 4 situated in the area of village 0- (Rupees Palam now known as Mahavir Thirty Five Enclave Block -D New Delhi-Crores) 110045 issued at a discount of 2 Mortgage assignment of all the 17513shy rights title and interest
4 The figures are as per the audited balance Sheet for the financial year ending March 31 2013
----- shy
(Rupees whatsoever of the Company in Seventeen to under andor in respect of Thousand the collaboration agreements Five dated 27102007 and Hundred 01072010 executed with CDPL and Thirteen for development and only) on the construction of the Commercial face value Complex and sale of FSI to the (being ~ extent of 625000 Sq Ft along 10000001- with proportionate interest in (Rupees Ten the underlying land inl of the Lakhs only)) Commercial Complex of each debenture 3 Out of the total sanctioned FSI
of 702871 Sq Ft of Commercial Complex mortgage and charge over FSI equivalent to 625000 Sq Ft including prorata share over all that piece and parcel of free hold land admeasuring 95 acres (approx located at Sector 82A Gurgaon Haryana India over which the Commercial Complex is proposed to constructedI developed together with proportionate buildings and structures thereon AND the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
4 Pledge of entire issued equity share capital of CDPL
5 Post-dated cheques
6 Personal Guarantee of the Promoter viz Mr Vijay Gupta
ILampFS Secured 17 Monthly 1 114th part of the first floor Trust Redeemable installment (without Roof Right) being 45 Company Non- pa s Start sq yards out of 180 sq yards 0 f Ltd Convertible date- the first floor constructed on
Debentures 1506201 free-hold land bearing plot No Series - II of 1 RZ-D-5 First Floo~ M~ct[~ aggregate Closure Enclave New DelhI -11
-_ ()-4~-----
ltshy -
---- ----- ---------------shyface value of date- admeasuring 180 sq yards out ~ 1505201 of khasra number 83 14 42500000 4 situated in the area of village 0- (Rupees Palam now known as Mahavir Forty Two Enclave Block -D New Delhi-Crares) Fifty 110045 Lakhs
2 Mortgage assignment of all theissued at a rights title and interestdiscount of ~ whatsoever of the Company in58065shyto under andor in respect of(Rupees Fifty the collaboration agreementsEight dated 27102007 andThousand 01072010 executed with CDPLSixty Five for development andOnly) on the construction of the Commercialface value Complex and sale of FSI to the(being ~ extent of 625000 Sq Ft along1000000 shywith proportionate interest in(Rupees Ten the underlying land in of theLakhs only)) Commercial Complexof each
debenture 3 Out of the total sanctioned FSI of702871 Sq Ft of Commercial Complex mortgage and charge over FSI equivalent to 625000 Sq Ft including prorata share over all that piece and parcel of free hold land admeasuring 95 acres (approx) located at Sector 82A Gurgaon Haryana India over which the Commercial Complex is proposed to constructed developed together with proportionate buildings and structures thereon AND the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
4 Pledge of entire issued equity share capital of CDPL
5 Post-dated cheques
---6 Personal Guarantee of the Promoter viz Mr Vijay(qtipta
1
IDEI Trusteeshi p services Limited
Secured Redeemable Optional Convertible Debentures of aggregate face value of
80000000 0- (Rupees Eighty Crore Only) on the face value (being 5000000shy(Rupees Fifty Lakhs only)) of each debenture
Qu art erly Co u po n Rat e of 55
The company shall be obliged to redeem the OCDs in four equal installment s starting from march 31 2014 over a period of 6 (six) financial quarters (the first such financial quarter ending on March 31 2014) such that the OCDs are completely redeemed on June 302015
(i) First sole amp exclusive charge by way of(a) equitable mortgage on the Mortgaged Security Property I and (b) equitable mortgage on the Mortgaged Security Property II
Mortgaged Security Property-I shall mean 23268 acres out of the larger property being the aggregate of 19218 acres (forming part of 25018 acres of land for which License is in place) and the 405 acres for which letter of intent is in place along with the proportionate floor space index and all present and future buildings and structures constructed thereon and all the rights title and interest of the Company and the concerned group housing project landowners over such property excluding 404 (four hundred and four) number of units constructedto be constructed over the aforesaid 19218 acres as more particularly detailed III the transaction documents
Mortgaged Security Property-II shall mean 696 acres out of the security property-II 1004 acres of acquired land in Sector 85 Gurgaon Haryana along with the proportionate floor space index and all present and future buildings and structures constructed thereon and all the rights title and interest of the Company and the concerned group housing project landowners over such property
(ii) first sole and exclusive charge on present and future basis by way of hypothecation on the relevant group housing _poject
-------------------------~----------~-----------------------------receivables from time to time and monies lying and credited into the escrow accounts at any point in time including any fIxed deposits created in accordance with the escrow account agreement out of such monies from time to time together with all and any interest accruing in respect thereof and
(iii) The issuance of personal guarantees by the Promoters in favour of IDBI guaranteeing the fulfIllment of the secured obligations
The NCD Series - I were fully redeemed on July 272013
2 Details of Unsecured Borrowings5
The unsecured loans of the Company outstanding as on March 31 2013 follows
(in ~)
Loan from Body Corporate Flair Exports Pvt Ltd Seh Realtors Pvt Ltd Citland Commercial and Credits Ltd Delhi Brass and Metal Works Pvt Ltd Span India Pvt Ltd Loan Directors Shareholders and their Relatives Amit Gupta-Loan Taken Vijay Gupta (Loan Taken) Amit Gupta (HUF) Green Bay Infrastructure Pvt Ltd Kusum Gupta Mamta Gupta Pooja Gupta Vijay Gupta(HUF)
5000000000 10000000000 16670000000 6670000000
11670000000
2850848000 7929999985
20000000 32146887100
2466000000 5625400000 3250000000
92100000
5 The figures are as per audited financial for the financial year ending March 31 2013
Page 300[60
3 Details of Bank Guarantee6
Bank Guarantee by the Company in respect of Orris Business Square - 95 Acres
ICICI Bank 1 Limited June 182010
Issued by ICICI Bank June 182010 and Valid till October 28 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 2 Bank Ltd Jan 03 2013
ICICI Bank 3 Limited February 232011
Director Town and Country Planning Chandigarh
Director Town and Country Planning Chandigarh Haryana State Pollution Control Board
62946450 October 282012
5938000 October 272014
3750000 February 222016
Bank Guarantee by the Company in respect of Carnation Residency Aster Court Aster Court premier amp Villas 33 -25018 Acres
Issued by ICICI Bank on September 232008 amendment dated September 102010 and valid till September 22 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 4 Bank Ltd September 222012
Issued by ICICI Bank on September 23 2008 amendment dated September 102010 and valid till September 22 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 5 Bank Ltd September 222012
Director Town and Country Planing Chandigarh 111524000
September 222014
Director Town and Country Planing Chandigarh
6 The figures are as per audited accounts for the financial year ending March 31 2013
Page 31 0[60
--
----- --- - shyIssued by ICICI Bank on December 16 2010 and expiry date is Dec 15 2015 but we close it Haryana with ICICI Bank and a State fresh guarantee was Pollution
ING Vysya issued by ING Vysya Control January 6 Bank Ltd bank on 23012013 Board 5000000 142016 Bank Guarantee by the Company in respect of Spring Homes middot10043 Acres
Director Town and Country
ING Vysya Planing September 7 Bank Ltd September 32012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 8 Bank Ltd September 3 2012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 9 Bank Ltd September 32012 Chandigarh 13112500 22016
Director Town and Country
ING Vysya Planing September 10 Bank Ltd September 32012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 11 Bank Ltd September 3 2012 Chandigarh 14752500 22016 Bank Guarantee by the Company in respect of Carnation Residency Aster Court Aster Court premier amp Villas 33 -405 Acres
Director Town and Country
ICICI Bank Planing August 71 12 Limited August 8 2011 Chandigarh 21632230 2015
Director Town and Country
ICICI Bank Planing August 7 13 Limited August 8 2011 Chandigarh
---shy5062~~t ~~015
6ltC [-I_i ~~-
I cel i Ieshy -
Note ~
10 Bank Guarantee of 35 Crore is issued by ING Vysya Bank 2 ING Vysya Bank has given counter guarantee against BG of 21632230
amp 5062500 issued for Aster Court Carnation Residency Aster Court Premier amp Villas 33 ING has given counter guarantee for 62946450 amp 3750000 issued for OB8
3 In OB8 all payment of EDC has been made so BG of 62946450 will be released which is already expired
4 Bank guarantee issued by ING Vysya bank is on 10 cash margin on fIxed deposit
5 Security offered against 35 Cr Bank guarantees issued by ING Vysya Bank is following
Orris HQ(J-I0S DLF Phase-II(Gurgaon)-Given as collateral security Janakpuri (C-3260 New Delhi)-Given as collateral security
4 Particulars of debt securities issued (i) for consideration other than cash whether in whole or in part (ii) at premium or discount or (iii) in pursuance of an option
The Company confIrms that save and except the following given below company has not issued any debt securities (i) for consideration other than cash whether in whole or in part (ii) at premium or discount or (iii) in pursuance of an option
bull NCD-I at discount
bull NCD-II at discount bull OCD in pursuance of an option
5 Servicing behavior on existing debt securities payment of due interest on due dates on term loans and debt securities
The Company hereby confIrms that
1 it has been servicing all its principal and interest on time and there has been no subsisting delay or default since its incorporation
Ii there is no subsisting default in repayment redemption of any of its borrowings nor has the Company affected any kind of roll over against any of its borrowings in the past
6 That the permissionconsent from the prior creditor for a second or pari passu charge being created in favor of the trustee to the proposed issue has been obtained
The existing mortgage over the Co~mercial Property s~all be ~leared~tT~l the Company and a no dues certifIcate shall be obtamed pnor ~~tMe -~0--o Deemed Date of Allotment Accordingly the Company hereby cott(rms 1
If) J -~ ~ 1( D gt~
Page 33 6 ~
that it does not require any consent permission to create security in relation to the Debentures as stipulated in this Information Memorandum Disclosure Document and the Security Documents
7 Any material eventdevelopment or change at time of issue or subsequent to the issue which may affect the issue or the Investors decision to invest continue to invest in the debt securities
Directors of the Company represent that there have been no material developments at the time of issue or subsequent to the issue which would materially and adversely affect or are likely to affect the business of the Company or the value of its assets or its ability to pay its liabilities
OTHER INFORMATION AND ISSUE PROCEDURE
The Debentures being offered as part of the Issue are subject to the provisions of the Act the Memorandum and Articles of Association of the Issuer the terms of this Information Memorandum Disclosure Document Application Form and other terms and conditions as may be incorporated in the Debenture Trust Deed and other Security Documents
Issue of Debentures in Dematerialised Form The Debentures will be issued in dematerialized form The necessary arrangements are being made with the Depositories for the issue of the Debentures in dematerialised form Investors will have to hold the Debentures in dematerialised form as per the provisions of Depositories Act 1996 The Company shall take necessary steps to credit the Debentures allotted to the depository account of the Investor
Trustee for the Debenture holder(s) The Issuer has appointed ILampFS Trust Company Limited to act as trustee for the Debenture holder(s) The Issuer and the Debenture Trustee intend to enter into the Debenture Trust Deed inter alia specifying the powers authorities and obligations of the Debenture Trustee and the Issuer The Debenture Trustee shall act based on the provisions of the Debenture Trust Deed The Debenture Trustee will at all times protect the interest of the Debenture holder(s) in accordance with the Debenture Trust Deed
Resignation and Removal of Debenture Trustee The Debenture Trustee and the Company declares that they shall not revoke the Trust hereby declared till the Debentures are redeemed in full The Debenture Trustee may at any time without assigning any reason and without being responsible for any loss or costs occasioned thereby resign as the Debenture Trustee provided that they shall continue to act as Debenture Trustee until a successor trustee is appointed by the Company The Debenture Trustee may also be removed by majority Debenture holders without assigning any reason as per Debenture Trust Deed
Sharing of Information The Issuer may with the written consent of the Debenture holder(s) exchange share or part with any financial or other information about the Debenture holder(s) available with the Issuer with its subsidiaries and affiliates and other banks financial institutions credit bureaus agencies statutory bodies as may be required
Debenture holder not a Shareholder Subject to the Debenture Trust Deed the Debenture holder(s) shall not be entitled to any right and privileges of shareholders other than those available
to them under the Act The Debentures shall not confer upon the Debentt5~r)(~IifI~
holders the right to receive notice(s) or to attend and to vote at any ge111- ~~ meeting(s) of the shareholders of the Issuer (5[ )~
r-)e i3 gt ~
Page 35 of 60--gt
Modification of Debentures or Information Memorandum Disclosure Document The Issuer may make modifications in the Information Memorandum Disclosure Document only upon receiving consent from the Debenture Trustee who in turn shall seek approval from majority Debenture holder(s)
Notices Any notice may be served by the Issuer upon the Debenture holders through post email fax or personal delivery addressed to such Debenture holder at his her registered address and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof All notice(s) to be given by the Debenture holder(s) shall be sent by post or email or fax or by hand delivery to the Issuer or to such persons at such address as may be notified by the Issuer from time to time through suitable communication and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof or at the expiry of the 3 rd day from the date such notice is dispatched whichever is earlier All correspondence regarding the Debentures should be marked Private Placement of Debentures
All notices from the Issuer shall be sent to the Debenture Trustee with copies to the Debenture Holders All notices to be sent by the Debenture Trustee to the Issuer andor the Promoters shall first be sent to the Debenture Holders for Debenture Holder Approval in terms of the Debenture Trust Deed The Debenture Trustee shall ensure and procure that any notice received by the Debenture Trustee from the Issuer andor the Promoters is shared by the Debenture Trustee with all the Debenture Holders of the Issuer within a period of 2 (two) Business Days from the date of receipt of such notice and in every event before the Debenture Trustee responds to such notice
Issue Procedure Only Eligible Investors as given hereunder may apply for the Debentures by completing the application form in the prescribed format as attached in Annexure 7 (Application Form) in BLOCK LETTERS in English as per the instructions contained therein The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the Application Form No application can be made for a fraction of a Debenture Application Forms should be duly completed in all respects and applications not completed in the said manner are liable to be rejected
The name of the applicants bank type of account and account number must be duly completed by the applicant This is required for the applicants own safety and these details will be printed on the refund orders and interest redemption payments c~~ F~~~gt
~ll ~~
~( ~ )~~Jy 11 ~
~ ~
Page 36 of60-~-~ ~
The Application Form must be accompanied by either demand draft(s) or cheque(s) drawn or made payable in favour of the Issuer or otherwise as may be set out in the Application Form and crossed Account Payee Only Cheque(s) or demand draft(s) may be drawn on any bank including a coshyoperative bank which is a member or a sub-member of the New Delhi Bankers Clearing House located If permitted the applicant may transfer payments required to be made in relation to any by electronic transfer of fundsRTGS to the bank account of the Issuer as per details mentioned in the Application Form
Application Procedure Eligible Investors will be invited to subscribe by way of the Application Form prescribed in the Information Memorandum Disclosure Document during the period between the Issue opening date and the Issue closing date (both dates inclusive)
Fictitious Application As a matter of abundant caution and although not applicable in the case of debentures attention of applicants is specially drawn to the provisions of sub-section (I) of Section 68A of the Act
Any person who (a) makes ina fictitious name an application to a company for acquiring or subscribing for any shares therein or (b) otherwise induces a company to allot or register any transfer of shares therein to him or any other person in a fictitious name shall be punishable with imprisonment for a term which may extend to five years
Basis ofAllotment The Investors will be required to remit the funds as well as submit the duly completed Application Form along with other necessary documents to Issuer by the Deemed Date of Allotment Deemed Date of Allotment for the Issue is 23-10-2013 by which date Investors would be intimated of allotment
Record Date The date falling seven days prior to the Due Date or if it happens to be a holiday then the immediately succeeding Business Day shall be the Record Date
Eligible Investors Only those Investors who have been addressed through a communication directly are eligible to apply No other Investor can apply All Investors are required to comply with the relevant regulationsguidelines applicable to them for investing in this issue of Debentures
Note Participation by potential Investors in the issue may be subject to statutory andor 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 ~egulatory requirements applicable t them inclu~i~~lctUi~ exchange controls and other requIrements Applicants ought to seek Independent l~~ -~lti and regulatory advice in relation to the laws applicable to them rtf ~t
Page 37 o~-) ~~
Application under Power of Attorney Original power of attorney or the relevant authority together with its certified true copy as the case may be along with the names and specimen signatures of all the authorized signatories and the tax exemption certificate document if any must be lodged at time of submission of the completed Application Form Further modifications additions in the power of attorney or authority should be notified to the Company at its registered office
Procedure for applying for Dematerialised Facility
I The applicant must have at least one beneficiary account with any of the Depository Participants of NSDLCDSL prior to making the application
2 The applicant must necessarily fill in the details (including the beneficiary account number and Depository Participants ID) appearing in the Application Form under the heading Details for Issue of Debentures in ElectronicDematerialised Form
3 Debentures allotted to an applicant will be credited directly to the applicants respective beneficiary account(s) with the Depository Participants
4 For subscribing to the Debentures names in the Application Form should be identical to those appearing in the account 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 in the Depository
5 Non-transferable allotment advicerefund orders will be directly sent to the applicant by the Registrar and Transfer Agent to the Issue
6 If incompleteincorrect details are given under the heading Details for Issue of Debentures in ElectronicDematerialised 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
7 For allotment of Debentures the address nomination details and other details of the applicant as registered with hisher DP shall be used for all correspondence with the applicant The applicant is therefore responsible for the correctness of hisher demographic details given in the Application Form vis-a-vis those with hisher Depository Participant In case the information is incorrect or insufficient the Issuer would not be liable for the losses if any
8 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 t- ~gti)L~-~(i ~page380~ ~
~nmiddotmiddotmiddotmiddot-middotmiddotmiddotmiddot ~lt---plusmn
Documents to be provided by Eligible Investors
Investors need to submit the following documentation as applicable
Memorandum and Articles of Association or other constitutional documents
Resolution power of attorney authorising investment
Specimen signatures of the authorised signatories duly certified by an appropriate authority
bull SEBI registration certificate (if applicable)
Copy ofPAN Card to be submitted
bull Application fonn (including RTGS details)
Mode of Payment All payments must be made through cheque(s)draft(s)transfersRTGS as set out in the Application Form
Depository Arrangements The Company has appointed Skyline Financial Services Private Limited as the Registrar and Transfer Agent for the present Issue and the Company shall make necessary depository arrangements with CDSL and NSDL for issue and holding of Debentures in dematerialised form
List of Beneficiaries The Issuer shall request the Depositories to provide a list of beneficiaries as at the end of the relevant Record Date This shall be the list which will be used for payments of interest or repayment of redemption monies or any other amounts payable on the Debentures as the case may be
Effect of Holidays Should any of the dates defined above or elsewhere in this Information Memorandum Disclosure Document (except the Deemed Date of Allotment) fallon a day other than a Business Day the immediately succeeding Business Day shall be considered as the effective date(s) In case Record Date book closure date falls on a day other than a Business Day the Business Day the succeeding day shall be the record date book closure date
Tax Deduction at Source Tax as applicable under the Income Tax Act 1961 or any other statutory modification or re-enactment thereof will be deducted at source on the interest payable on the Debentures Tax exemption certificatedocumentform under section 193 of the Income Tax Act 1961 if any must be lodged at th~ Registered Office of th~ Issuer at least fiftee~~~middot(iJ2~~ (15) days before the relevant mterest payment becommg due (~ 1
i t IJ W7i$0 ~---Page 39 of 6O____~ti-----
Letters of Allotment The Issuer shall issue a Letter of Allotment to each Debenture holder on the Deemed Date of Allotment The Debentures will be subsequently credited in dematerialised form within 2 (two) Business Days from the Deemed Date of Allotment
Deemed Date of Allotment All the benefits under the Debentures will accrue to the Debenture holders from the date of receipt of the application monies The actual allotment may take place on a date other than the Deemed Date of Allotment
Refunds For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within seven days from the Deemed Date of Allotment of the Debentures 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
Joint Holders Where two or more persons are holders of any Debenture(s) they shall deem to hold the same as joint tenants with benefits of survivorship
Mode of Transfer Debentures shall be transferred subject to and in accordance with the rules procedure as prescribed by the NSDL CDSL Depository participant of the transferor transferee and any other applicable laws and the rules notified in respect thereof 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 Transferor shall give delivery instructions containing details of the transferees DP account in his depository participant
Succession In the event of demise of Debenture holder the Company will recognize the executor or administrator of the deceased Debenture holder or the holder of succession certificate or other legal representative as having title to the Debentures The Company shall not be bound to recognize such executor administrator or holder of the succession certificate or other legal representatives as having title to the Debentures unless such executor or administrator obtains probate or letter of administration or such holder is the holder of succession certificate or other legal representation as the case may be from a competent Court in India having jurisdiction over the matter The Company may in their absolute discretion where it thinks fit dispense with production of probate or letter of administration or succession ~--~gt
l
certificate or other legal representation in order to recognize such holder ~1 ~)t)
Page 40 of6~ Vv pound ~o-middot~-
bull ~f V
being entitled to the Debentures standing in the name of deceased Debenture holder on production of sufficient documentary proof or indemnity
Nomination In the event of however a deceased Debenture holder(s) having nominated any person entitled to be registered as the Debenture holder in the event of his death such nominee shall be registered as the Debenture holder in place of the deceased Debenture holder
Page 41 of 60 shy
OTHER REGULATORY AND STATUTORY DISCLOSURES
Stock Exchange Disclaimer Clause It is to be distinctly understood that filing of this Information Memorandum Disclosure Document with the Stock Exchange should not is any way be deemed or construed that the same has been cleared or approved by the Stock exchange The Stock Exchange does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue has been made or for the correctness of the statements made or opinions expressed in this Information MemorandumDisclosure Document
Listing Disclaimer The Debentures are proposed to be listed on the Wholesale Debt Market segment of the BSE The Company shall comply with the requirements of the listing agreement to the extent applicable to it on a continuous basis and shall complete all formalities relating to listing of the Debentures
Companys Disclaimer Clause The Company certifies that the disclosures made in this Information MemorandumDisclosure Document are generally adequate and III
conformity with SEBI Regulations Further the Company accepts no responsibility for statements made otherwise than in the Information MemorandumDisclosure Document or Security Documents or any other material issued by or at the instance of the Company and anyone placing reliance on any source of information other than this Information Memorandum Disclosure Document and the Security Documents would be doing at their own risk and the Company will not be liable for such reliance
Issue of Debentures in Dematerialised Form The Debentures will be issued only in dematerialized form The Issuer has made arrangements with the Depositories for the issue of the Debentures in dematerialized form Investors will have to hold the Debentures in dematerialized form as per the provisions of Depositories Act 1996
Consents ILampFS Trust Company Limited has given its written consent for its appointment as debenture trustee to the Issue under Regulations 4(4) of the SEBI Regulations and inclusion of its name in the form and context in which it appears in this Information Memorandum Disclosure Document __
4ti)~ ~ A )ro)
C
Page 42 of60
ANNEXURE 1 SUMMARY TERM SHEET
--------------------------------------------------------------------------- shyIssuer Orris Infrastructure Private Limited
Instrument Secured Cumulative Redeemable Non-Convertible Debentures
Total number of 200 NCDs Face Value ~ 10000000- (Rupees One Crore only) per Debenture
Issue Size ~ 2000000000- (Rupees Two Hundred Crores only)
Issue Price At its face value ie ~ 10000000- (Rupees One Crore only) per Debenture
Mode of Private Placement Placement Object of the The proceeds from the issue shall be utilized for the general Issue corporate purposes of the Company
Form of listed Dematerialised issuance Deemed Date of 23-10-2013 or any other date as decided by the Issuer Allotment
Tenor 48 (forty eight) months from the Deemed Date of Allotment
Redemption After expiry of the Moratorium Period the Issuer shall redeem the Debentures in equal monthly installments over a period of 33 (thirty three) months on each Due Date subject to premature redemption as permitted under the Debenture Trust Deed
Moratorium Period of 15 (Fifteen) months from the Deemed Date of Allotment Period Interest Rate Interest will be payable at the interest rate of 20 (Twenty percent)
per annum payable monthly on the Outstanding Amounts as per the Payment Schedule (refer Annexure 2 to this Information Memorandum Disclosure Document)
The first installment for interest payment shall also include an additional amount equivalent to 125 (one point two five percent) of the issue size (excluding any applicable taxes) to the Debenture holders in proportion to the Debentures held by them
Market Lot One (1) Debenture
Minimum Application
Early Repayment
Escrow Mechanism
------shy
Subject to the conditions specified in the Debenture Trust Deed (Premature Redemption) the Issuer shall have a onetime option to prematurely redeem in a single tranche and not exceeding 25 (twenty five) of the outstanding Debenture Principal Amount at any time after expiry of the 24 (twenty four) months from the Deemed Date of Allotment till the expiry of 30 (Thirty) months of the Deemed Date of Allotment (Premature Redemption Period) The Premature Redemption shall be exercised in a single tranche and shall be subject to fulfillment of each of the following conditions that the Company prematurely redeems Debentures equivalent to an amount in the multiples of ~ 50000000- (Rupees Five Crores Only) with the minimum amount being ~ 150000000- (Rupees Fifteen Crores Only) for redemption in excess of the amounts permitted for Premature Redemption as specified above the Issuer shall pay a premature redemption premium of 2 (two percent) on the amount being redeemed and paid by the Issuer plus applicable service tax or other statutory levy if any subject to deduction of income tax at the rate prescribed under the Income Tax Act 1961 (Premature Redemption Premium) subject to the Escrow Mechanism below the Issuer shall have the option to prematurely redeem the Debentures after the expiry of the Premature Redemption Period without paying any Premature Redemption Premium provided such amounts are in accordance with sub-clause (a) above and any redemption of Debentures by the Issuer in accordance with this Deed shall be proportionate redemption of all the Debentures together through reduction in face value of each Debenture Further the redemption of the Debentures may be carried out in accordance with the Escrow Mechanism mentioned below
All receivables from the Project will be deposited by the Company in an Escrow Account All monies deposited in the Escrow Account shall be utilized in following order Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal with respect to the Debentures Only upon satisfaction of the requirement of (1) and (2) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account towards withdrawal of upto ~ 900000000 (Rupees Ninety Crores only) by the Company After withdrawal of ~ 900000000 (Rupees Ninety Crores only) by the Company
Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal witl]_x~secttyct to
-_8f~~the Debentures (f~X-~~~
~ ) Page 44 amp1 ~____~i
--------------------------------------- -- -------------
Debt Service Reserve Account (DSRA)
Put Option
Issue open on
Issue closed on
Basis for Interest calculation
Listing
Depository
Credit Rating
Security
Only upon satisfaction of the requirement of (a) and (b) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account 60 (Sixty percent) of any further monies in the Escrow Account shall be used to accelerate the redemption of the Debentures and the remaining 40 shall be withdrawn by the Company
Shall mean an amount being not less than ~ 60000000 (Rupees Six Crores only) to be maintained by the Company in the Escrow Account at all times
In the event of a default as defined iIi the Debenture Trust Deed the Debenture Trustee (on instructions from the Debenture holders) can exercise a put option on the Promoters to buy back the entire outstanding Debentures
04-10-2013 or any other date as decided by the Issuer
23-10-2013 or any other date as decided by the Issuer
Interest payable on the Debentures shall accrue on a day to day basis and shall be computed on the basis of 365 (Three Hundred Sixty Five) days divided equally for each of the twelve calendar months
At the WDM segment of the BSE
NSDL and CDSL
ICRA B+ by ICRA Limited
The Debentures together with any interest accrued thereon and outstanding amounts Debenture Trustees remuneration and all costs charges expenses and all other monies due in respect of the Debentures shall be secured by
First and exclusive charge on all Project Receivables through the Deed of Hypothecation together with the Escrow Agreement and such charge will be superior to any other claims on the Project Receivables First and exclusive charge on all amounts lying to the credit of the Escrow Account under the Deed of Hypothecation First and exclusive charge by way of equitable mortgage on the Commercial Property (Mortgaged Property) through execution of a registered Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property in favour of the Debenture Trustee together with a declaration cum undertaking from CDPL declaring the creation of mortgage by deposit of titly-~Si~6d~~ the
I-SI ~~
Page 4~60
----------------------------------------------------------------------------------Commercial Property in terms of the memorandum of entry Equitable mortgage and exclusive charge over FSI equivalent to 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of the Commercial Project together with all the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
Exclusive charge over all the rights title interest benefits claims demands of any nature whatsoever of the Company under andor in respect of the CDPL Collaboration Agreements for development and construction of the Commercial Colony and the entire FSI in the Commercial Project along with proportionate undivided interest in the underlying land and without limitation the following the right to compel performance thereunder and to substitute or be substituted for the Company thereunder and to substitute and be substituted thereunder for the Company thereunder and to commence and conduct either in the name of the Company or in its own name or otherwise any proceedings against any person in respect of any breach of the CDPL Collaboration Agreements and all claims of the Company including in any proceedings against all or any such persons to any amounts owing to or received by the Company thereunder and the rights and benefits of all Approvals to the extent capable of assignment together with the right to further assign any of the CDPL Collaboration Agreements and such Approvals to any Person Pledge of shares representing the entire issued and paid up share capital of CDPL under the Deed of Pledge Personal Guarantee of Sh Vijay Gupta Sh Amit Gupta and Smt Kusum Gupta and Cheques
Security Creation The Security shall be created in the favour of the Debenture Trustee on or before the Deemed Date of Allotment
Representation The representations and warranties of the Company will be set out and Warranties in the Debenture Trust Deed
Event ofDefault All events of default as set out in the Debenture Trust Deed
Upon occurrence of such event of default Debenture Trustee shall (on instruction from the Debenture holders) issue a written notice of default to the Company and grant to the Company a cure period in accordance with the terms of Security Documents
The consequences of an event of default shall be governed_lgtY the provisions in the Security Documents and shall inclu9~~ayfu~i1t of
default interest and enforcement of the Security in the manner specified In the Security Documents including appointment of nominee director(s)
Default Interest An additional interest of 4 pa (four percent per annum) over and Rate above the Interest Rate (as defined hereinafter) (viz the default
interest rate shall be 24 (twenty four percent) payable in relation to the Debentures and the Outstanding Amounts payable In accordance with Security Documents
Registrar and Skyline Financial Services Private Limited Transfer Agent
Compliance All provisions clauses regulations specified by GOISEBIRoCBSE with respect to issue and listing of Redeemable and Secured Non-Convertible Debentures shall be complied with by the Company
Assignment Each Investor may transfer or dispose a part or the whole of its Transferability Debentures without the Companys consent
Governing Law The governing law will be the laws of India and the parties submit to and Jurisdiction the exclusive jurisdiction of the courts in Delhi
~-~---~-~
u c tL ~If) -~~-J bull (
Page 47 of60
ANNEXURE 2 PAYMENT SCHEDULE
Due date
Month 0
Last Day ofMonth 1
Last Day ofMonth 2
Last Day ofMonth 3
Last Day ofMonth 4
Last Day ofMonth 5
Last Day ofMonth 6
Last Day of Month 7
Last Day ofMonth 8
Last Day of Month 9
Last Day of Month 10
Last Day of Month 11
Last Day of Month 12
Last Day of Month 13
Last Day of Month 14
Last Day ofMonth 15
Last Day of Month 16
Last Day of Month 17
Last Day of Month 18
Last Day ofMonth 19
Last Day ofMonth 20
Last Day of Month 21
Last Day of Month 22
Last Day ofMonth 23
Last Day of Month 24
Last Day ofMonth 25
Last Day of Month 26
Last Day ofMonth 27
Outstandino D b t b
e en nre1 su )scrIptlOn amount
I dat mont I en
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
1939393939
1878787879
1818181818
1757575758
1696969697
1636363636
1575757576
1515151515
1454545455
1393939394
1333333333
1272727273
I nterest
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
32323232
31313131
30303030
29292929
28282828
27272727
26262626
25252525
24242424
23232323
22222222
Debenture Payment to I t D b tSll )SCrIP Ion e en nre
t H Idamoun 0 ers
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
60606061 93939394
60606061 92929293
60606061 91919192
60606061 90909091
60606061 89898990
60606061 88888889
60606061 87878788
60606061 86868687
60606061 85858586
60606061 84848485
60606061 83838384
60606061 8~~3 j()gt t~( S( )Page48~60
-
Due date su
Last Day of Month 28
Last Day of Month 29
Last Day of Month 30
Last Day of Month 31
Last Day ofMonth 32
Last Day of Month 33
Last Day of Month 34
Last Day of Month 35
Last Day of Month 36
Last Day of Month 37
Last Day of Month 38
Last Day of Month 39
Last Day of Month 40
Last Day of Month 41
Last Day of Month 42
Last Day of Month 43
Last Day of Month 44
Last Day ofMonth 45
Last Day of Month 46
Last Day of Month 47
Last Day of Tenor
Outstandino D b t b
b ~ t~n ure t SCrIp Ion amoun
t th da mon en
1212121212
1151515152
1090909091
1030303030
969696970
909090909
848484848
787878788
727272727
666666667
606060606
545454545
484848485
424242424
363636364
303030303
242424242
181818182
121212121
60606061
Debentme Payment to Interest subscription
t amoun Debenture
H ld0 ers
21212121 60606061 81818182
20202020 60606061 80808081
19191919 60606061 79797980
18181818 60606061 78787879
17171717 60606061 77777778
16161616 60606061 76767677
15151515 60606061 75757576
14141414 60606061 74747475
13131313 60606061 73737374
12121212 60606061 72727273
11111111 60606061 71717172
10101010 60606061 70707071
9090909 60606061 69696970
8080808 60606061 68686869
7070707 60606061 67676768
6060606 60606061 66666667
5050505 60606061 65656566
4040404 60606061 64646465
3030303 60606061 63636364
2020202 60606061 62626263
1010101 60606061 61616162
The interest payment on the first Due Date shall vary depending on the date onwh~h the
application monies for Debentures arc received til 1~~1
1bull kAij~ lt laquo~~gt ~
-
--
Page 49 of60
ANNEXURE 3
UNDERTAKING BY THE COMPANY
The Company undertakes that bull In the event the Debentures are issued in physical form the Company
shall use a common form of transfer
bull It will provide on a half yearly basis a compliance certificate duly certified by the Debenture Trustee to the Debenture holders in respect of compliance with the terms and conditions of Issue as contained in this Information Memorandum Disclosure Document and
bull Every credit rating obtained shall be periodically reviewed by the Credit Rating Agency and any revision in the rating shall be promptly disclosed by the Company to the Stock Exchange Any change in rating shall be promptly disseminated to Debenture holders and prospective Investors in such manner as the BSE may determine from time to time All information and reports on the Debentures including compliance reports filed by the Company and the Debenture Trustee shall be disseminated to the Debenture holders and the general public by placing them on the website of the Company and shall through the Debenture Trust Deed request the Debenture Trustee to place the same on its website
bull The above Information Memorandum Disclosure Document IS
compliant with all disclosures required to be made for listing of senior non-convertible debentures on a private placement basis on a recognized stock exchange as specified in Schedule I under Regulation 21 of the Securities and Exchange Board of India (Issuing and Listing of Debt Securities) Regulations 2008
laquo~~(~I0~~ For o~InCr ~cture Private Limited
~~WIVijay~
(Chairman)
Page 50 of60
ANNEXURE 4
CREDIT RATING LETTER FROM ICRA LIMITED
Ie R A Limited
Ref DRAT2013-140-362
Mr Sanjay Aggarwal VP - Accounts amp raxation Orris Infrastructure Private Limited J-105 DLF Phase -II MG Road Gurgaon - 122002 Haryana
May 21 2013
Dear Sir
Rc ICRA-assigned Credit Rating for Rs 200 crore NCD Programmc of Orris Infrastructurc l)rivate Limited (instrument details in Annexure)
Please refer to your Rating Requisition dated May 112013 and the subsequent Rating Agreement of May 162013 for carrying out the rating of the aforesaid Bond Programme The Rating Committee
of ICRA after due consideration has assigned a [ICRAIB+ (pronounced as ICM B plus) rating
to the captioned Bond Programme
We would appreciate if you can sign on the duplicate copy of this letter and send it to us within 7
days from the date of this letter as confirmation about the use of the assigned rating The rationale
for assigning the above rating will be sent to you on receipt of your confirmation about the use of our rating as above Any intimation by you about the above rating to any BankerLending
AgencyGovernment AuthoritiesStock Exchange would constitute use of this rating by you
This rating is specific to the terms and conditions of the proposed issue as was indicated to us by you
and any change In the tenns or size of the issue would require the rating to be reviewed by us If
there is any change in the terms and conditions or size of the instrument rated as above the same must be brought to our notice before the issue of the instrument If there is nny such change after the
rating is assigned by us and confirmed to use by you it would be subject to our review and may result in change in the rating assigned
ICRA reserves the right to suspend withdraw or revise the above at any (ime on the basis of new information 01 unav~ilability of information or such other circumstances which ICRA believes may
have an impact on the rating assigned to you
The rating as aforesaid howeVer should not be treated as a recommendation to buy sell or hold the
bonds to be issued by you If the instrument rated as above is not issued by you within a period of 3
BuUding No 5 2 Floor TeL + 91 - 124 - 4545300 wOiosite wwwicraJn Tower A DLF cyber City Fax + 91 - 124 - 4050424 email infoicralndiacom Phase ll Gurgaon 122002
Regd Office 1105 Kailash Building 11 Floor 26 Kastuma Gandhi Marg NeW Delhi - 110001
RATING RES EAR eli INFORMATION
months from the date of this letter communicating the rating the same would stand withdrawn unless
revalidated before the expiry of 3 months
You arc required to forthwith inform us about any default or delay in repayment of intcrest or
principal amount of the instrument mtcd as above or any other debt instruments borrowing Y nu are also required to keep llS forthwith informed of any other devclopments which may have a direct
or indirect impact on the debt servicing capability of the company including any proposal for reshy
schedulement or postponement of the repayment programmes oCthe dues debts of the company with
any lendcr(s) investor(s)
You are required to inform us immediately as and when the borrowing limit for the instrument rated
as above or as prescribed by the regulatory authority (ies) is exceeded
We thank you for your kind cooperation extended during the course of the rating exercise Should
you require any clarification please do not hesitate to get in touch with us
With kind regards
Yours sincerely
for IeRA Limited
-- Iobit Inamdar S (Senior Vice President) (Analyst)
Page 52 of60
Annexure
Details of the bank limits rated by leRA (Rated on long term seale)
Page 53 of60
I eRA limited AIIA~fIiI ofMoltldyIInvllllttmI ~
Ref DRATfl013middot140middot3611
Date August 222013
MI Sanjay AggarwaJ VP - Accounts amp Taxation Orris Infrastructure Private Limited JmiddotIO5 DLF Phasemiddotll MG Road Gurgaonmiddot J22002 Haryana
Dear Sir
Re leRA ruting for Rs 2000 crote NCD Progrumme of Orris Infrastructure Private Umlted
This is with reference to your letter dated August 9 2013 for re-validating your rating for the Rs 200 erore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Boods programme ofyour company and last communicated to you vide QuI letter dated May 212013 stands The other terms and conditions for the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DlRAT12013middot 1410-362 dated May 2013 stands
With kind regards For lCRA Limited
(Senior Vice President)
T~middot + 91middot 124 bull ~ website VWW bulliCfSio fw + 91 124 -~ email info~middoticralndiagtcom
Page 54 of60
Ie R A Lim
Ref DfRAT2013-14O-364
Date October 03 2013
Mr Sanjay Aggarwal VP - Accounts amp Taxation Orris Infrastructure Private Limited J-105 DLF Phasemiddotmiddotll MG Road Gurgaon - 122002 Haryana
Dear Sir
Re ICRA rating for Rs 2000 crOTe NCD Programme of Orris Infrastructure Private Limited
This is with reference to your letter dated September 03 2013 for re-validating your rating for the Rs 200 crore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Bonds programrne of your company and last conununicated to you vide our letter dated August 22 2013 stands The other terrns and conditions fur the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DRATI2QI3middot 14()362 dated May WI3 stands
With kind regards For [eRA Limited
Vi (Senior Vice President)
Buildlng No 2 Iloot Tel + 81 124 - 4545300 websf1e WWWJCf8D
Tower A Cyber Oily Fax + 91 124 bull 4000424 ilImaH lnfoicralfldliLcof1
Phase II Gurgaonmiddot 1~
Regd Offictl noo iltailash Building i 1 Floor 26 KDtwoo Qandhi Marg New Delhi bull 110001
RATING RES EAR C H INfORMATION
Page 55 of60
ANNEXURE 5
CONSENT LETTER FROM DEBENTURE TRUSTEE
Ref No 1750 ITCL JUtmiddots I ru~1 Company Limilt~d
September 30 2013
Orris Infrastructure Private limited (Company) Jmiddot105 OLF PhaSe - 11 MG Road Gurgaon 122002
Kind Attention Mr Vljay Gupta Director
Sub listed Secured Redeemable Non Convertible Debentures (NCDs) aggregating to Rs 200 crs proposed to be issued by the Company on private placement basis
Dear Sirs
This is with reference to our discussion regarding appointment of ILampFS Trust Company limited (ITCL) as Debenture Trustee for the proposedlssue of listed Secured Redeemable NCDsof Rs 1 crore each aggregating to Rs 200 crs to ~ issued by the Company on private placement basis In this regard VIle do hereby give out consent to act as the Debenture Trustee subject to the Company agreeing to the following conditions
1 The Company agrees and undertakes to create the securities over such terms and conditions as detai~d in the signed Information Memorandum as submitted to us and execute the Debenture Trust Deed and other necessary security documents as required
2 The Company agrees amp undertakes to pay Debenture Trustees so long as they hold the office of the De~nture Trustee remuneration as stated in appointment letter dated July 30 2013 for the services as Debenture Trustee in addition to all legal travelling and other costS charges and expenses which the Debenture Trustee or their officers employees or agents rnayiocur in relation to execution of the Debenture Trust Deed and all other documents affecting the Security till the monies in respect of the Debentures have been fully paid-off and the requisite formalities for satisfaction of charge in aU respects have been complied with
3 The Company agrees ft undertakes to comply with the provisions of SEal (Debenture Trustees) Reguliltions 1993 SE61 (Issue and Listing of Debt Securitles) Regulations 2008 SEBICircutar No$EaIIlMOOfgtl1Sondl2oo911 105 dated 11052009 on Simplified Listing Agreement for Debt Securities read with the SEBl Circular No SEBIIIMDDOF-1 tBONDlClr-5120o9 dated the 16th November 2009 the Companies Act 19l)6 ilnd other applicable proviSions I circulars guidelines etc as applicable and amended from time to time and agrees to furnish to Trustees such information in terms of the same on regular basis
Sincerely For ILftFS Trust Company lilDi~d
lL__~~ ~ ~ ~~~ --- ~
Authorized Signatory
lUfFS Finru1 Centre PloINo C 22 G Block 5th Floor Bjr Kurio Complex Bandra (Eastl Mumbamiddotmiddot 40(K)SI INDIA
Bangalor( Office ILEtFSTru1 (ompally Ltdbull ALmiddotLalheef 151 Floor No 2Unioll Slreet Offlnanlry Raad Banglore 5hlX)OI INDIA
New Delhi Offire ILftFSTrusl (ompY tId Amiddot26a lsI Ploor Bhishm Pithamah Marg DefencfCoony New Delhi - 110024 INDIA
Kolkala Offilaquo ILftfSTrusl Company Ltd ILIIFS Constantia lnlflPor n Dr11 lIt Bramachari Street Kolkata bull 700017 INDIA
Page 56 of60
ANNEXURE 6
CONSENT LETTER FROM REGISTRAR AND TRANSFER AGENT i
Skyline Financial Serrr)ices Pvt Ltd SEBI REGISTERED CATEGORY1 REGk)IRARS ampSHARE TRANSfRAtgtENT D153A Ht Floor () nol Area Ph bullbullbullI New Dolhmiddot llO 020 1 9 middot1126812682 2S612~83 EmiddotmaI nOlltyhOaccrn tte-oSi$ wwwSiltyllnfHla_all1
August 29 2013
MrVlneel Kumar Gupta
Sr Manaler Secretarial
Orris InfraSlrucllJre Private Limited
Orris la M G Road
Gurgaoo - 1iG 002 (Hr)
Sub Consent to aet as Registrar to Issue and TfBllSfer Agent
DearSJr
Thls1s in reference 10 YOllr email datild AugJS1 29 2013 We hereby give our consent to act as 21
Registrar to IsSue and Transfer Agent for your propOSed issue of 1O - conveo1ibledebentures Of Rs
20000 Crore (jl1d our name IS Registrar to i$sueandShare Transfer agent may please be included in
Thanking you Y()ursfailhfufy
Vice- President
Page 57 0[60
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ANNEXURE 7
APPLICA TION FORM
ORRIS INFRASTRUCTURE PRIVATE LIMITED Registered Office RZ-D-5 Mahavir Enclave New Delhi 110045
Corporate Office 1-105 DLF Phase II Mehrauli Gurgaon Gurgaon -122002
Application No ___ Date
Dear Sirs
VWe have read and understood the terms and conditions of issue by Orris Infrastructure Private Limited of senior secured cumulative redeemable Non-Convertible Debentures of face value ~ 10000000 (Rupees One Crores only) having a coupon rate of 20 pa on a private placement basis on the face value aggregating to ~ 2000000000- (Rupees Two Hundred Crores only) (Debenture) contained in the Information Memorandum Disclosure Document dated __2013 VWe bind ourselves to the terms and conditions as contained in the Information Memorandum Disclosure Document and wish to apply for allotment of these Debentures The amount payable on application as shown below is remitted herewith On allotment please place myour name(s) on the Register of Debenture holder(s)
(Please read carefully the instructions on the next page before filling this form)
No of Debentures applied No in figures No in words for
Amount (~)
Detal s I 0 f payment ChequesDemand Date Drawn on Bank DraftlRTGS Details
Applicants Name amp Address in full (please use capital letters)
Pin Code Telephone I Fax Email
I Status Bankin~ Company ( ) Insurance Company ( ) Other ( ) (specify in case of others) Name of Authorized Signatory Designation Signatures Signatoty
Details of Bank Account Bank Name amp Branch Nature ofAccount Account No IFSCINEFT Code middot)---~1
-- --
Depository Details
I1We the undersigned want to hold the Debentures of the Company in the dematerialised fonn Details of myour Beneficiary Account are given below
Depository Participant Name - shy
DPID
Beneficiary Account Number shy
Name of the Applicant
() II We understand that in case of allotment of Debentures to my lour Beneficiary Account as mentioned above would be credited to the extent of Debentures allotted
Taxpayers PAN I GIR No IT CircleIW ardlDistrict ( ) Not Allotted
Tax Deduction Status () Fully ( ) Tax to be ()Yes ONo Exempt deducted at
Source
I1We hereby understand that the Company has not provided and will not provide any material or other infonnation regarding the Debentures except as included in the Infonnation Memorandum Disclosure Document
Signature of the Applicant _________________(Tear here)__________
ACKNOWLEDGEMENT SLIP
Application No Date -- shyReceived From
1shy----------------------~
By ChequelDemand DraftlRTGS No
drawn on towards application for ______ Debentures (Chequesl Demand Drafts are subject to realisation)
For Orris Infrastructure Pvt Ltd
For all further correspondence please contact INFRASTRUCTURE PRIVATE LIMITED Tel +91 124-4979200
Page 59 of60
10
INSTRUCTIONS
You must complete application in full in BLOCK LETTERS IN ENGLISH
2 Your Signatures should be made in English or in any of the Indian languages
3 Application forms duly completed in all respects together with high value Cheques Pay Order Demand Drafts must be lodged at the Orris Infrastructure Private Limited Corporate Office (as provided above)
4 Payments through RTGS shall be made as follows
Beneficiary Account name Orris Infrastructure Private Limited IFSC Code UTIB0000056 Bank Account No 056010200015303 Bank Axis Bank Ltd Branch Sec-14 Gurgaon
5 The Cheque(s)Demand Draft(s) of high value clearing zone should be drawn in favour of ORRIS INFRASTRUCTURE PVT LIMITED and crossed Ale payee only Cheque(s)Demand draft(s) may be drawn on any scheduled bank and payable at Delhi
6 Mr Vineet Gupta as authorised representative of the Company will issue the Acknowledgement Slip (appearing below the Application Form) as acknowledgement of receipt of applications No separate receipt will be issued
7 You should mention your Permanent Account Number or the GIR number allotted under Income- Tax Act 1961 and the Income-Tax CirclelWardlDistrict In case where neither the PAN nor GIR number has been allotted the fact of non-allotment should be mentioned in the application form in the space provided
8 The application would be accepted as per the terms of the issue outlined in the Information Memorandum Disclosure DOC~fii
r1- -~0 gt tl~~ ~gt
j )j~ (~~ ~O
~ shy
Page 60 of60
OFFER DETAILS
1 Details of debt securities issued and sought to be listed The securities proposed to be issued pursuant to this Information Memorandum Disclosure Document will be listed on WDM of the BSE
2 Nature of Instrument Senior Secured Cumulative Redeemable Non-Convertible Debentures issued on a private placement basis
3 The Issue size The Company proposes to issue 200 Secured Cumulative Redeemable Non-Convertible Debentures having Face Value of ~ 10000000shy(Rupees One Crores only) each having aggregate face value of ~ 2000000000- (Rupees Two Hundred Crores only)
4 Face Value Each Debenture has a face value of ~ 10000000- (Rupees One Crores only) per Debenture
5 Redemption The outstanding amount of the Debentures shall be repaid in monthly installments payable as per the Payment Schedule
Unless redeemed earlier m accordance with this Information Memorandum Disclosure Document and the terms of the Security Documents the Debentures shall stand redeemed on payment of the final installment as per the Payment Schedule The redemption shall apply to each Debenture uniformly Any redemption of Debentures by the Company shall be proportionate redemption of all the Debentures collectively through reduction in face value of each Debenture
In the event of a default as defined in the Debenture Trust Deed the Debenture Trustee (on instructions from the Debenture holders) can exercise a put option on the Promoters to buy back the entire outstanding Debentures
6 Tenor Forty Eight (48) months from the Deemed Date of Allotment ending on the last Due Date unless redeemed earlier in accordance with the terms of the Debenture Trust Deed
7 Interest Rate The Debentures will carry an interest at the rate of 20 (Twenty percent) per annum payable monthly (subject to deduction of tax at source if applicable at the rate prevailing from time to time under the provisions of the Income Tax Act 1961 or any other statutory modifications or reshyenactment thereof for which a certificate will be issued by the Company-_ on the outstanding principal amount of Debentures and(other-~~
i ( y page~f )~
- -
-
Outstanding Amounts throughout the tenure of the Debentures till final redemption as per Payment Schedule
Interest payable on the Debentures shall accrue on a day to day basis and shall be computed on the basis of 365 (Three Hundred Sixty Five) days divided equally for each of the twelve calendar months
8 Payment Mechanism Payments towards interest and towards repayment of the outstanding amount of Debentures shall be made by way of drafts cheques credit through RTGS mechanism on the Due Dates to those Debenture holder(s) whose names appear on the list of beneficiaries provided by the Depositories to the Issuer Such payments shall be made from the Escrow Account in the manner specified in the Debenture Trust Deed The names would be as per the Depositories records on the relevant Record Date fixed for the purpose of such payments as provided in this
Information Memorandum Disclosure Document In case of those Debentures for which the beneficial owner is not identified by the Depository as on the Record Date the Issuer would keep in abeyance the payments till such time that the beneficial owner is identified by the Depository and conveyed to the Issuer whereupon the payments will be paid to the beneficiaries as identified
In case the Due Date falls on a day which is not a Business Day then the payment due shall be made on the succeeding Business Day
9 Security The principal amount of the Debentures together with any interest accrued thereon and other Outstanding Amounts Debenture Trustees remuneration and all costs charges expenses and all other monies due in respect of the Debentures and or under the Transaction Documents shall be secured by the Obligors by
a First and exclusive charge on all receivables from the Project through the Deed of Hypothecation together with the Escrow Agreement and such charge will be superior to any other claims on the Project receivables
b First and exclusive charge on all amounts lying to the credit of the Escrow Account under the Deed of Hypothecation
c First and exclusive charge by way of equitable mortgage on the Commercial Property (Mortgaged Property) through execution of a registered Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property in favour of the Debenture Trustee together with a declaration cum undertaking from CDPL declaring the creation of mortgage by deposit of title deeds of the Commercial Property in terms of the memorandum of entry
d Equitable mortgage and exclusive charge over FSI equivalent to 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of the Commercial Project together with all the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
e Exclusive charge over all the rights title interest benefits claims demands of any nature whatsoever of the Company under andor in respect of the CDPL Collaboration Agreements for development and construction of the Commercial Colony and the entire FSI in the Project along with proportionate undivided interest in the underlying land and without limitation the following
(i) the right to compel performance thereunder and to substitute or be substituted for the Company thereunder and to substitute and be substituted thereunder for the Company thereunder and
(ii) to commence and conduct either in the name of the Company or in its own name or otherwise any proceedings against any person in respect of any breach of the CDPL Collaboration Agreements and
(iii) all claims of the Company including in any proceedings against all or any such persons to any amounts owing to or received by the Company thereunder and
(iv) the rights and benefits of all Approvals to the extent capable of assignment together with the right to further assign any of the CDPL Collaboration Agreements and such Approvals to any Person
(v) Pledge of shares representing the entire issued and paid up share capital of CDPL under the Deed of Pledge
(vi) Personal Guarantee of Sh Vijay Gupta Sh Amit Gupta and Smt Kusum Gupta and
(vii) Cheques
CDPL has consented to creation of charge over the entire FSI to the extent of 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of t
The said security shall be created in favor of the Debenture Trustee on or by the Deemed Date of Allotment
Obligors will ensure that market value of the above mentioned security will be at all times equal to the face value of the outstand~icitZt~ Debentures tp ---YZoltgtl
lSI r~
i~ ~r)Page 22 oK~-_
~~-___i
10 Board Authority The private placement of Debentures under this Information Memorandum Disclosure Document is being made pursuant to the resolution of the Board of Directors of the Company at its meeting held on June 24 2013
11 Rating and rating rationale ICRA has assigned a ICRA B+ (pronounced as ICRA B plus) rating to debentures programme of the Company to the extent of ~
2000000000- (Rupees Two Hundred Crores only) vide letter ref no DRAT2013-140-362 on May 212013 and revalidated vide letter ref no DRAT2013-140-363 on August 222013 The long-term rating carries a stable outlook A copy of the rating letter and its rationale from ICRA is enclosed as Annexure 4_ to this Information Memorandum Disclosure Document
12 Details of utilisation of the Issue Proceeds Our Board of Directors certifies that the proceeds of the Issue of Debentures shall be utilized for the general corporate purposes of the Company
13 Minimum Number of Debentures for Subscription The application must be made for a minimum of one (1) Debenture and in multiple of one (1) Debenture thereafter There is no maximum limit on the application
14 Listing The Debentures are proposed to be listed on the WDM segment of the BSE the details of which are provided below
The Bombay Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400001 Phone 91 22 227212334 Fax 91 22 22721919
The COJpany shall make an application to the BSE to list the Debentures to be issued and allotted pursuant to this Information Memorandum Disclosure Document and shall take all necessary steps to complete all the formalities relating to listing of the Debentures within 15 (fifteen) days from the date of closure of the Issue Date If such permission is not granted by the BSE within 15 (fifteen) days from the date of closure of the Issue or where such permission is refused by the BSE before the expiry of the 15 (fifteen) days from the closure of the Issue the Company shall at the option of the Debenture holders repay with interest (at the applicable Interest Rate) all monies received by it If the Company fails to repay such monies within 5 (five) days after the Company becomes liable to repay it then the default interest (at the applicable Default Interest Rate) shall also apply to the amount payable
by the Company over and above the applicable interest iP~d (OS4( i~
Page 23~~ ~Sl-C ~-_-)to ~--i-~-~
In connection with listing of Debentures with BSE the Company hereby undertakes to comply with all requirements of the Act applicable SEBI rules and regulations including Securities and Exchange Board of India (Issue and listing of Debt Securities) Regulation 2008 and the listing agreement with BSE
15 Market Lot The minimum lot size for trading of the Debentures on the Stock Exchange is proposed to be one (1) Debenture
16 Underwriting of the Issue The present Issue of Debentures has not been underwritten
17 Tax Benefits The Debenture holder(s) are advised to consider in their own case the tax implications in respect of subscription to the Debentures after consulting their respective tax advisor
18 Governing Law The Debentures shall be construed to be governed in accordance with the laws of India Any dispute arising thereof will be subject to exclusive jurisdiction of the courts in Delhi Over and above the aforesaid terms and conditions the said Debentures shall be subject to the terms and conditions of the Security Documents
19 Debenture Redemption Reserve The Company hereby agrees and undertakes to create a debenture redemption reserve as per the provisions of the Security Documents the Act and the rules regulations notifications and circulars issued by the Ministry of Corporate Affairs and if during the currency of these presents any guidelines are formulated (or modified or revised) by the Central Government or any government agency or corporation having authority under Law in respect of creation of debenture redemption reserve applicable to the Debentures the Company shall duly abide by such guidelines and execute all such applicable supplemental letters agreements and deeds of modifications as may be statutorily required by the Debenture holders or the Debenture Trustee
20 Undertaking to use a Common Form of Transfer The issue of Debentures shall be made in dematerialized form only and no Debentures will be issued in physical form However the Company will use a common transfer form for physical holdings if at a later stage there is any holding in physical form due to the depository giving any Debenture holder the option to rematerialize the Debentures
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
The following contracts documents not being contracts entered into in the ordinary course of business carried on by the Company or entered into more than two years before the date of this Information Memorandum Disclosure Document which are or may be deemed material have been entered into by the Company These material contracts or documents may be inspected at the Registered Office of the Issuer from 1000 am to 100 pm on all working days from the date of this Information Memorandum Disclosure Document until the date of closure of this Issue
Material Contracts 1 Copy of the letter from Skyline Financial Services Private Limited to the
Company giving their consent to act as the Registrar and Transfer Agent to the Issue
2 Copy of letter from ILampFS Trust Company Limited to the Company giving their consent to act as the Debenture Trustee to the Issue
Material Documents L Memorandum and Articles of Association of the Company as amended
from time to time
2 Credit rating letter from ICRA Limited
3 Copy of Certificate oflncorporation of the Company dated July 262006
4 Certified true copy of the resolution dated June 24 2013 approving the issue of Debentures and creation of securities on the term and conditions stated in this Information Memorandum Disclosure Document
5 Copy of Tripartite Agreement dated 17-02-2011 between the Company the Registrar and Transfer Agent and the CDSL (Depository)and Copy of Tripartite Agreement dated 03-03-2011 between the Company the Registrar and Transfer Agent and the NSDL (Depository)
6 Copies of Audited Financials of the Company for the last three financial years
DISCLOSURE ON EXISTING FINANCIAL INDEBTNESS
1 Details of Secured Borrowings4
Ao The secured loans of the Company outstanding as on March 312013 is as follows
(Amount in f)
Details of Vehicle Loans Axis Bank October 27 1390055 EMI Start date- Hypothecated to Limited 2010 December 10 2010 Axis Bank (BMW) Closure date- Limited
November 10 2013 HDFC March 09 2472342 EMI Start Date Hypothecated to Bank 2012 April 052015 HDFC Bank Limited Closure Date - April Limited (BMW) 052015
None of the above loans is secured against any of the security (as detailed in Offer Details section above)
B The Secured Debentures of the Company outstanding as on March 312013 are as under
ILampFS Secured 17 Monthly 1 14th part of the first floor Trust Redeemable installment (without Roof Right) being 45 Company Non- pa s Start sq yards out of 180 sq yards of Limited Convertible date- the first floor constructed on
Debentures 2205201 free-hold land bearing plot No Series shy I of 1 RZ-D-5 First Floor Mahavir aggregate Closure Enclave New Delhi -110045 face value of dateshy admeasuring 180 sq yards out 2202201 ofkhasra number 8314 35000000 4 situated in the area of village 0- (Rupees Palam now known as Mahavir Thirty Five Enclave Block -D New Delhi-Crores) 110045 issued at a discount of 2 Mortgage assignment of all the 17513shy rights title and interest
4 The figures are as per the audited balance Sheet for the financial year ending March 31 2013
----- shy
(Rupees whatsoever of the Company in Seventeen to under andor in respect of Thousand the collaboration agreements Five dated 27102007 and Hundred 01072010 executed with CDPL and Thirteen for development and only) on the construction of the Commercial face value Complex and sale of FSI to the (being ~ extent of 625000 Sq Ft along 10000001- with proportionate interest in (Rupees Ten the underlying land inl of the Lakhs only)) Commercial Complex of each debenture 3 Out of the total sanctioned FSI
of 702871 Sq Ft of Commercial Complex mortgage and charge over FSI equivalent to 625000 Sq Ft including prorata share over all that piece and parcel of free hold land admeasuring 95 acres (approx located at Sector 82A Gurgaon Haryana India over which the Commercial Complex is proposed to constructedI developed together with proportionate buildings and structures thereon AND the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
4 Pledge of entire issued equity share capital of CDPL
5 Post-dated cheques
6 Personal Guarantee of the Promoter viz Mr Vijay Gupta
ILampFS Secured 17 Monthly 1 114th part of the first floor Trust Redeemable installment (without Roof Right) being 45 Company Non- pa s Start sq yards out of 180 sq yards 0 f Ltd Convertible date- the first floor constructed on
Debentures 1506201 free-hold land bearing plot No Series - II of 1 RZ-D-5 First Floo~ M~ct[~ aggregate Closure Enclave New DelhI -11
-_ ()-4~-----
ltshy -
---- ----- ---------------shyface value of date- admeasuring 180 sq yards out ~ 1505201 of khasra number 83 14 42500000 4 situated in the area of village 0- (Rupees Palam now known as Mahavir Forty Two Enclave Block -D New Delhi-Crares) Fifty 110045 Lakhs
2 Mortgage assignment of all theissued at a rights title and interestdiscount of ~ whatsoever of the Company in58065shyto under andor in respect of(Rupees Fifty the collaboration agreementsEight dated 27102007 andThousand 01072010 executed with CDPLSixty Five for development andOnly) on the construction of the Commercialface value Complex and sale of FSI to the(being ~ extent of 625000 Sq Ft along1000000 shywith proportionate interest in(Rupees Ten the underlying land in of theLakhs only)) Commercial Complexof each
debenture 3 Out of the total sanctioned FSI of702871 Sq Ft of Commercial Complex mortgage and charge over FSI equivalent to 625000 Sq Ft including prorata share over all that piece and parcel of free hold land admeasuring 95 acres (approx) located at Sector 82A Gurgaon Haryana India over which the Commercial Complex is proposed to constructed developed together with proportionate buildings and structures thereon AND the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
4 Pledge of entire issued equity share capital of CDPL
5 Post-dated cheques
---6 Personal Guarantee of the Promoter viz Mr Vijay(qtipta
1
IDEI Trusteeshi p services Limited
Secured Redeemable Optional Convertible Debentures of aggregate face value of
80000000 0- (Rupees Eighty Crore Only) on the face value (being 5000000shy(Rupees Fifty Lakhs only)) of each debenture
Qu art erly Co u po n Rat e of 55
The company shall be obliged to redeem the OCDs in four equal installment s starting from march 31 2014 over a period of 6 (six) financial quarters (the first such financial quarter ending on March 31 2014) such that the OCDs are completely redeemed on June 302015
(i) First sole amp exclusive charge by way of(a) equitable mortgage on the Mortgaged Security Property I and (b) equitable mortgage on the Mortgaged Security Property II
Mortgaged Security Property-I shall mean 23268 acres out of the larger property being the aggregate of 19218 acres (forming part of 25018 acres of land for which License is in place) and the 405 acres for which letter of intent is in place along with the proportionate floor space index and all present and future buildings and structures constructed thereon and all the rights title and interest of the Company and the concerned group housing project landowners over such property excluding 404 (four hundred and four) number of units constructedto be constructed over the aforesaid 19218 acres as more particularly detailed III the transaction documents
Mortgaged Security Property-II shall mean 696 acres out of the security property-II 1004 acres of acquired land in Sector 85 Gurgaon Haryana along with the proportionate floor space index and all present and future buildings and structures constructed thereon and all the rights title and interest of the Company and the concerned group housing project landowners over such property
(ii) first sole and exclusive charge on present and future basis by way of hypothecation on the relevant group housing _poject
-------------------------~----------~-----------------------------receivables from time to time and monies lying and credited into the escrow accounts at any point in time including any fIxed deposits created in accordance with the escrow account agreement out of such monies from time to time together with all and any interest accruing in respect thereof and
(iii) The issuance of personal guarantees by the Promoters in favour of IDBI guaranteeing the fulfIllment of the secured obligations
The NCD Series - I were fully redeemed on July 272013
2 Details of Unsecured Borrowings5
The unsecured loans of the Company outstanding as on March 31 2013 follows
(in ~)
Loan from Body Corporate Flair Exports Pvt Ltd Seh Realtors Pvt Ltd Citland Commercial and Credits Ltd Delhi Brass and Metal Works Pvt Ltd Span India Pvt Ltd Loan Directors Shareholders and their Relatives Amit Gupta-Loan Taken Vijay Gupta (Loan Taken) Amit Gupta (HUF) Green Bay Infrastructure Pvt Ltd Kusum Gupta Mamta Gupta Pooja Gupta Vijay Gupta(HUF)
5000000000 10000000000 16670000000 6670000000
11670000000
2850848000 7929999985
20000000 32146887100
2466000000 5625400000 3250000000
92100000
5 The figures are as per audited financial for the financial year ending March 31 2013
Page 300[60
3 Details of Bank Guarantee6
Bank Guarantee by the Company in respect of Orris Business Square - 95 Acres
ICICI Bank 1 Limited June 182010
Issued by ICICI Bank June 182010 and Valid till October 28 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 2 Bank Ltd Jan 03 2013
ICICI Bank 3 Limited February 232011
Director Town and Country Planning Chandigarh
Director Town and Country Planning Chandigarh Haryana State Pollution Control Board
62946450 October 282012
5938000 October 272014
3750000 February 222016
Bank Guarantee by the Company in respect of Carnation Residency Aster Court Aster Court premier amp Villas 33 -25018 Acres
Issued by ICICI Bank on September 232008 amendment dated September 102010 and valid till September 22 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 4 Bank Ltd September 222012
Issued by ICICI Bank on September 23 2008 amendment dated September 102010 and valid till September 22 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 5 Bank Ltd September 222012
Director Town and Country Planing Chandigarh 111524000
September 222014
Director Town and Country Planing Chandigarh
6 The figures are as per audited accounts for the financial year ending March 31 2013
Page 31 0[60
--
----- --- - shyIssued by ICICI Bank on December 16 2010 and expiry date is Dec 15 2015 but we close it Haryana with ICICI Bank and a State fresh guarantee was Pollution
ING Vysya issued by ING Vysya Control January 6 Bank Ltd bank on 23012013 Board 5000000 142016 Bank Guarantee by the Company in respect of Spring Homes middot10043 Acres
Director Town and Country
ING Vysya Planing September 7 Bank Ltd September 32012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 8 Bank Ltd September 3 2012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 9 Bank Ltd September 32012 Chandigarh 13112500 22016
Director Town and Country
ING Vysya Planing September 10 Bank Ltd September 32012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 11 Bank Ltd September 3 2012 Chandigarh 14752500 22016 Bank Guarantee by the Company in respect of Carnation Residency Aster Court Aster Court premier amp Villas 33 -405 Acres
Director Town and Country
ICICI Bank Planing August 71 12 Limited August 8 2011 Chandigarh 21632230 2015
Director Town and Country
ICICI Bank Planing August 7 13 Limited August 8 2011 Chandigarh
---shy5062~~t ~~015
6ltC [-I_i ~~-
I cel i Ieshy -
Note ~
10 Bank Guarantee of 35 Crore is issued by ING Vysya Bank 2 ING Vysya Bank has given counter guarantee against BG of 21632230
amp 5062500 issued for Aster Court Carnation Residency Aster Court Premier amp Villas 33 ING has given counter guarantee for 62946450 amp 3750000 issued for OB8
3 In OB8 all payment of EDC has been made so BG of 62946450 will be released which is already expired
4 Bank guarantee issued by ING Vysya bank is on 10 cash margin on fIxed deposit
5 Security offered against 35 Cr Bank guarantees issued by ING Vysya Bank is following
Orris HQ(J-I0S DLF Phase-II(Gurgaon)-Given as collateral security Janakpuri (C-3260 New Delhi)-Given as collateral security
4 Particulars of debt securities issued (i) for consideration other than cash whether in whole or in part (ii) at premium or discount or (iii) in pursuance of an option
The Company confIrms that save and except the following given below company has not issued any debt securities (i) for consideration other than cash whether in whole or in part (ii) at premium or discount or (iii) in pursuance of an option
bull NCD-I at discount
bull NCD-II at discount bull OCD in pursuance of an option
5 Servicing behavior on existing debt securities payment of due interest on due dates on term loans and debt securities
The Company hereby confIrms that
1 it has been servicing all its principal and interest on time and there has been no subsisting delay or default since its incorporation
Ii there is no subsisting default in repayment redemption of any of its borrowings nor has the Company affected any kind of roll over against any of its borrowings in the past
6 That the permissionconsent from the prior creditor for a second or pari passu charge being created in favor of the trustee to the proposed issue has been obtained
The existing mortgage over the Co~mercial Property s~all be ~leared~tT~l the Company and a no dues certifIcate shall be obtamed pnor ~~tMe -~0--o Deemed Date of Allotment Accordingly the Company hereby cott(rms 1
If) J -~ ~ 1( D gt~
Page 33 6 ~
that it does not require any consent permission to create security in relation to the Debentures as stipulated in this Information Memorandum Disclosure Document and the Security Documents
7 Any material eventdevelopment or change at time of issue or subsequent to the issue which may affect the issue or the Investors decision to invest continue to invest in the debt securities
Directors of the Company represent that there have been no material developments at the time of issue or subsequent to the issue which would materially and adversely affect or are likely to affect the business of the Company or the value of its assets or its ability to pay its liabilities
OTHER INFORMATION AND ISSUE PROCEDURE
The Debentures being offered as part of the Issue are subject to the provisions of the Act the Memorandum and Articles of Association of the Issuer the terms of this Information Memorandum Disclosure Document Application Form and other terms and conditions as may be incorporated in the Debenture Trust Deed and other Security Documents
Issue of Debentures in Dematerialised Form The Debentures will be issued in dematerialized form The necessary arrangements are being made with the Depositories for the issue of the Debentures in dematerialised form Investors will have to hold the Debentures in dematerialised form as per the provisions of Depositories Act 1996 The Company shall take necessary steps to credit the Debentures allotted to the depository account of the Investor
Trustee for the Debenture holder(s) The Issuer has appointed ILampFS Trust Company Limited to act as trustee for the Debenture holder(s) The Issuer and the Debenture Trustee intend to enter into the Debenture Trust Deed inter alia specifying the powers authorities and obligations of the Debenture Trustee and the Issuer The Debenture Trustee shall act based on the provisions of the Debenture Trust Deed The Debenture Trustee will at all times protect the interest of the Debenture holder(s) in accordance with the Debenture Trust Deed
Resignation and Removal of Debenture Trustee The Debenture Trustee and the Company declares that they shall not revoke the Trust hereby declared till the Debentures are redeemed in full The Debenture Trustee may at any time without assigning any reason and without being responsible for any loss or costs occasioned thereby resign as the Debenture Trustee provided that they shall continue to act as Debenture Trustee until a successor trustee is appointed by the Company The Debenture Trustee may also be removed by majority Debenture holders without assigning any reason as per Debenture Trust Deed
Sharing of Information The Issuer may with the written consent of the Debenture holder(s) exchange share or part with any financial or other information about the Debenture holder(s) available with the Issuer with its subsidiaries and affiliates and other banks financial institutions credit bureaus agencies statutory bodies as may be required
Debenture holder not a Shareholder Subject to the Debenture Trust Deed the Debenture holder(s) shall not be entitled to any right and privileges of shareholders other than those available
to them under the Act The Debentures shall not confer upon the Debentt5~r)(~IifI~
holders the right to receive notice(s) or to attend and to vote at any ge111- ~~ meeting(s) of the shareholders of the Issuer (5[ )~
r-)e i3 gt ~
Page 35 of 60--gt
Modification of Debentures or Information Memorandum Disclosure Document The Issuer may make modifications in the Information Memorandum Disclosure Document only upon receiving consent from the Debenture Trustee who in turn shall seek approval from majority Debenture holder(s)
Notices Any notice may be served by the Issuer upon the Debenture holders through post email fax or personal delivery addressed to such Debenture holder at his her registered address and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof All notice(s) to be given by the Debenture holder(s) shall be sent by post or email or fax or by hand delivery to the Issuer or to such persons at such address as may be notified by the Issuer from time to time through suitable communication and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof or at the expiry of the 3 rd day from the date such notice is dispatched whichever is earlier All correspondence regarding the Debentures should be marked Private Placement of Debentures
All notices from the Issuer shall be sent to the Debenture Trustee with copies to the Debenture Holders All notices to be sent by the Debenture Trustee to the Issuer andor the Promoters shall first be sent to the Debenture Holders for Debenture Holder Approval in terms of the Debenture Trust Deed The Debenture Trustee shall ensure and procure that any notice received by the Debenture Trustee from the Issuer andor the Promoters is shared by the Debenture Trustee with all the Debenture Holders of the Issuer within a period of 2 (two) Business Days from the date of receipt of such notice and in every event before the Debenture Trustee responds to such notice
Issue Procedure Only Eligible Investors as given hereunder may apply for the Debentures by completing the application form in the prescribed format as attached in Annexure 7 (Application Form) in BLOCK LETTERS in English as per the instructions contained therein The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the Application Form No application can be made for a fraction of a Debenture Application Forms should be duly completed in all respects and applications not completed in the said manner are liable to be rejected
The name of the applicants bank type of account and account number must be duly completed by the applicant This is required for the applicants own safety and these details will be printed on the refund orders and interest redemption payments c~~ F~~~gt
~ll ~~
~( ~ )~~Jy 11 ~
~ ~
Page 36 of60-~-~ ~
The Application Form must be accompanied by either demand draft(s) or cheque(s) drawn or made payable in favour of the Issuer or otherwise as may be set out in the Application Form and crossed Account Payee Only Cheque(s) or demand draft(s) may be drawn on any bank including a coshyoperative bank which is a member or a sub-member of the New Delhi Bankers Clearing House located If permitted the applicant may transfer payments required to be made in relation to any by electronic transfer of fundsRTGS to the bank account of the Issuer as per details mentioned in the Application Form
Application Procedure Eligible Investors will be invited to subscribe by way of the Application Form prescribed in the Information Memorandum Disclosure Document during the period between the Issue opening date and the Issue closing date (both dates inclusive)
Fictitious Application As a matter of abundant caution and although not applicable in the case of debentures attention of applicants is specially drawn to the provisions of sub-section (I) of Section 68A of the Act
Any person who (a) makes ina fictitious name an application to a company for acquiring or subscribing for any shares therein or (b) otherwise induces a company to allot or register any transfer of shares therein to him or any other person in a fictitious name shall be punishable with imprisonment for a term which may extend to five years
Basis ofAllotment The Investors will be required to remit the funds as well as submit the duly completed Application Form along with other necessary documents to Issuer by the Deemed Date of Allotment Deemed Date of Allotment for the Issue is 23-10-2013 by which date Investors would be intimated of allotment
Record Date The date falling seven days prior to the Due Date or if it happens to be a holiday then the immediately succeeding Business Day shall be the Record Date
Eligible Investors Only those Investors who have been addressed through a communication directly are eligible to apply No other Investor can apply All Investors are required to comply with the relevant regulationsguidelines applicable to them for investing in this issue of Debentures
Note Participation by potential Investors in the issue may be subject to statutory andor 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 ~egulatory requirements applicable t them inclu~i~~lctUi~ exchange controls and other requIrements Applicants ought to seek Independent l~~ -~lti and regulatory advice in relation to the laws applicable to them rtf ~t
Page 37 o~-) ~~
Application under Power of Attorney Original power of attorney or the relevant authority together with its certified true copy as the case may be along with the names and specimen signatures of all the authorized signatories and the tax exemption certificate document if any must be lodged at time of submission of the completed Application Form Further modifications additions in the power of attorney or authority should be notified to the Company at its registered office
Procedure for applying for Dematerialised Facility
I The applicant must have at least one beneficiary account with any of the Depository Participants of NSDLCDSL prior to making the application
2 The applicant must necessarily fill in the details (including the beneficiary account number and Depository Participants ID) appearing in the Application Form under the heading Details for Issue of Debentures in ElectronicDematerialised Form
3 Debentures allotted to an applicant will be credited directly to the applicants respective beneficiary account(s) with the Depository Participants
4 For subscribing to the Debentures names in the Application Form should be identical to those appearing in the account 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 in the Depository
5 Non-transferable allotment advicerefund orders will be directly sent to the applicant by the Registrar and Transfer Agent to the Issue
6 If incompleteincorrect details are given under the heading Details for Issue of Debentures in ElectronicDematerialised 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
7 For allotment of Debentures the address nomination details and other details of the applicant as registered with hisher DP shall be used for all correspondence with the applicant The applicant is therefore responsible for the correctness of hisher demographic details given in the Application Form vis-a-vis those with hisher Depository Participant In case the information is incorrect or insufficient the Issuer would not be liable for the losses if any
8 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 t- ~gti)L~-~(i ~page380~ ~
~nmiddotmiddotmiddotmiddot-middotmiddotmiddotmiddot ~lt---plusmn
Documents to be provided by Eligible Investors
Investors need to submit the following documentation as applicable
Memorandum and Articles of Association or other constitutional documents
Resolution power of attorney authorising investment
Specimen signatures of the authorised signatories duly certified by an appropriate authority
bull SEBI registration certificate (if applicable)
Copy ofPAN Card to be submitted
bull Application fonn (including RTGS details)
Mode of Payment All payments must be made through cheque(s)draft(s)transfersRTGS as set out in the Application Form
Depository Arrangements The Company has appointed Skyline Financial Services Private Limited as the Registrar and Transfer Agent for the present Issue and the Company shall make necessary depository arrangements with CDSL and NSDL for issue and holding of Debentures in dematerialised form
List of Beneficiaries The Issuer shall request the Depositories to provide a list of beneficiaries as at the end of the relevant Record Date This shall be the list which will be used for payments of interest or repayment of redemption monies or any other amounts payable on the Debentures as the case may be
Effect of Holidays Should any of the dates defined above or elsewhere in this Information Memorandum Disclosure Document (except the Deemed Date of Allotment) fallon a day other than a Business Day the immediately succeeding Business Day shall be considered as the effective date(s) In case Record Date book closure date falls on a day other than a Business Day the Business Day the succeeding day shall be the record date book closure date
Tax Deduction at Source Tax as applicable under the Income Tax Act 1961 or any other statutory modification or re-enactment thereof will be deducted at source on the interest payable on the Debentures Tax exemption certificatedocumentform under section 193 of the Income Tax Act 1961 if any must be lodged at th~ Registered Office of th~ Issuer at least fiftee~~~middot(iJ2~~ (15) days before the relevant mterest payment becommg due (~ 1
i t IJ W7i$0 ~---Page 39 of 6O____~ti-----
Letters of Allotment The Issuer shall issue a Letter of Allotment to each Debenture holder on the Deemed Date of Allotment The Debentures will be subsequently credited in dematerialised form within 2 (two) Business Days from the Deemed Date of Allotment
Deemed Date of Allotment All the benefits under the Debentures will accrue to the Debenture holders from the date of receipt of the application monies The actual allotment may take place on a date other than the Deemed Date of Allotment
Refunds For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within seven days from the Deemed Date of Allotment of the Debentures 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
Joint Holders Where two or more persons are holders of any Debenture(s) they shall deem to hold the same as joint tenants with benefits of survivorship
Mode of Transfer Debentures shall be transferred subject to and in accordance with the rules procedure as prescribed by the NSDL CDSL Depository participant of the transferor transferee and any other applicable laws and the rules notified in respect thereof 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 Transferor shall give delivery instructions containing details of the transferees DP account in his depository participant
Succession In the event of demise of Debenture holder the Company will recognize the executor or administrator of the deceased Debenture holder or the holder of succession certificate or other legal representative as having title to the Debentures The Company shall not be bound to recognize such executor administrator or holder of the succession certificate or other legal representatives as having title to the Debentures unless such executor or administrator obtains probate or letter of administration or such holder is the holder of succession certificate or other legal representation as the case may be from a competent Court in India having jurisdiction over the matter The Company may in their absolute discretion where it thinks fit dispense with production of probate or letter of administration or succession ~--~gt
l
certificate or other legal representation in order to recognize such holder ~1 ~)t)
Page 40 of6~ Vv pound ~o-middot~-
bull ~f V
being entitled to the Debentures standing in the name of deceased Debenture holder on production of sufficient documentary proof or indemnity
Nomination In the event of however a deceased Debenture holder(s) having nominated any person entitled to be registered as the Debenture holder in the event of his death such nominee shall be registered as the Debenture holder in place of the deceased Debenture holder
Page 41 of 60 shy
OTHER REGULATORY AND STATUTORY DISCLOSURES
Stock Exchange Disclaimer Clause It is to be distinctly understood that filing of this Information Memorandum Disclosure Document with the Stock Exchange should not is any way be deemed or construed that the same has been cleared or approved by the Stock exchange The Stock Exchange does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue has been made or for the correctness of the statements made or opinions expressed in this Information MemorandumDisclosure Document
Listing Disclaimer The Debentures are proposed to be listed on the Wholesale Debt Market segment of the BSE The Company shall comply with the requirements of the listing agreement to the extent applicable to it on a continuous basis and shall complete all formalities relating to listing of the Debentures
Companys Disclaimer Clause The Company certifies that the disclosures made in this Information MemorandumDisclosure Document are generally adequate and III
conformity with SEBI Regulations Further the Company accepts no responsibility for statements made otherwise than in the Information MemorandumDisclosure Document or Security Documents or any other material issued by or at the instance of the Company and anyone placing reliance on any source of information other than this Information Memorandum Disclosure Document and the Security Documents would be doing at their own risk and the Company will not be liable for such reliance
Issue of Debentures in Dematerialised Form The Debentures will be issued only in dematerialized form The Issuer has made arrangements with the Depositories for the issue of the Debentures in dematerialized form Investors will have to hold the Debentures in dematerialized form as per the provisions of Depositories Act 1996
Consents ILampFS Trust Company Limited has given its written consent for its appointment as debenture trustee to the Issue under Regulations 4(4) of the SEBI Regulations and inclusion of its name in the form and context in which it appears in this Information Memorandum Disclosure Document __
4ti)~ ~ A )ro)
C
Page 42 of60
ANNEXURE 1 SUMMARY TERM SHEET
--------------------------------------------------------------------------- shyIssuer Orris Infrastructure Private Limited
Instrument Secured Cumulative Redeemable Non-Convertible Debentures
Total number of 200 NCDs Face Value ~ 10000000- (Rupees One Crore only) per Debenture
Issue Size ~ 2000000000- (Rupees Two Hundred Crores only)
Issue Price At its face value ie ~ 10000000- (Rupees One Crore only) per Debenture
Mode of Private Placement Placement Object of the The proceeds from the issue shall be utilized for the general Issue corporate purposes of the Company
Form of listed Dematerialised issuance Deemed Date of 23-10-2013 or any other date as decided by the Issuer Allotment
Tenor 48 (forty eight) months from the Deemed Date of Allotment
Redemption After expiry of the Moratorium Period the Issuer shall redeem the Debentures in equal monthly installments over a period of 33 (thirty three) months on each Due Date subject to premature redemption as permitted under the Debenture Trust Deed
Moratorium Period of 15 (Fifteen) months from the Deemed Date of Allotment Period Interest Rate Interest will be payable at the interest rate of 20 (Twenty percent)
per annum payable monthly on the Outstanding Amounts as per the Payment Schedule (refer Annexure 2 to this Information Memorandum Disclosure Document)
The first installment for interest payment shall also include an additional amount equivalent to 125 (one point two five percent) of the issue size (excluding any applicable taxes) to the Debenture holders in proportion to the Debentures held by them
Market Lot One (1) Debenture
Minimum Application
Early Repayment
Escrow Mechanism
------shy
Subject to the conditions specified in the Debenture Trust Deed (Premature Redemption) the Issuer shall have a onetime option to prematurely redeem in a single tranche and not exceeding 25 (twenty five) of the outstanding Debenture Principal Amount at any time after expiry of the 24 (twenty four) months from the Deemed Date of Allotment till the expiry of 30 (Thirty) months of the Deemed Date of Allotment (Premature Redemption Period) The Premature Redemption shall be exercised in a single tranche and shall be subject to fulfillment of each of the following conditions that the Company prematurely redeems Debentures equivalent to an amount in the multiples of ~ 50000000- (Rupees Five Crores Only) with the minimum amount being ~ 150000000- (Rupees Fifteen Crores Only) for redemption in excess of the amounts permitted for Premature Redemption as specified above the Issuer shall pay a premature redemption premium of 2 (two percent) on the amount being redeemed and paid by the Issuer plus applicable service tax or other statutory levy if any subject to deduction of income tax at the rate prescribed under the Income Tax Act 1961 (Premature Redemption Premium) subject to the Escrow Mechanism below the Issuer shall have the option to prematurely redeem the Debentures after the expiry of the Premature Redemption Period without paying any Premature Redemption Premium provided such amounts are in accordance with sub-clause (a) above and any redemption of Debentures by the Issuer in accordance with this Deed shall be proportionate redemption of all the Debentures together through reduction in face value of each Debenture Further the redemption of the Debentures may be carried out in accordance with the Escrow Mechanism mentioned below
All receivables from the Project will be deposited by the Company in an Escrow Account All monies deposited in the Escrow Account shall be utilized in following order Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal with respect to the Debentures Only upon satisfaction of the requirement of (1) and (2) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account towards withdrawal of upto ~ 900000000 (Rupees Ninety Crores only) by the Company After withdrawal of ~ 900000000 (Rupees Ninety Crores only) by the Company
Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal witl]_x~secttyct to
-_8f~~the Debentures (f~X-~~~
~ ) Page 44 amp1 ~____~i
--------------------------------------- -- -------------
Debt Service Reserve Account (DSRA)
Put Option
Issue open on
Issue closed on
Basis for Interest calculation
Listing
Depository
Credit Rating
Security
Only upon satisfaction of the requirement of (a) and (b) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account 60 (Sixty percent) of any further monies in the Escrow Account shall be used to accelerate the redemption of the Debentures and the remaining 40 shall be withdrawn by the Company
Shall mean an amount being not less than ~ 60000000 (Rupees Six Crores only) to be maintained by the Company in the Escrow Account at all times
In the event of a default as defined iIi the Debenture Trust Deed the Debenture Trustee (on instructions from the Debenture holders) can exercise a put option on the Promoters to buy back the entire outstanding Debentures
04-10-2013 or any other date as decided by the Issuer
23-10-2013 or any other date as decided by the Issuer
Interest payable on the Debentures shall accrue on a day to day basis and shall be computed on the basis of 365 (Three Hundred Sixty Five) days divided equally for each of the twelve calendar months
At the WDM segment of the BSE
NSDL and CDSL
ICRA B+ by ICRA Limited
The Debentures together with any interest accrued thereon and outstanding amounts Debenture Trustees remuneration and all costs charges expenses and all other monies due in respect of the Debentures shall be secured by
First and exclusive charge on all Project Receivables through the Deed of Hypothecation together with the Escrow Agreement and such charge will be superior to any other claims on the Project Receivables First and exclusive charge on all amounts lying to the credit of the Escrow Account under the Deed of Hypothecation First and exclusive charge by way of equitable mortgage on the Commercial Property (Mortgaged Property) through execution of a registered Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property in favour of the Debenture Trustee together with a declaration cum undertaking from CDPL declaring the creation of mortgage by deposit of titly-~Si~6d~~ the
I-SI ~~
Page 4~60
----------------------------------------------------------------------------------Commercial Property in terms of the memorandum of entry Equitable mortgage and exclusive charge over FSI equivalent to 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of the Commercial Project together with all the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
Exclusive charge over all the rights title interest benefits claims demands of any nature whatsoever of the Company under andor in respect of the CDPL Collaboration Agreements for development and construction of the Commercial Colony and the entire FSI in the Commercial Project along with proportionate undivided interest in the underlying land and without limitation the following the right to compel performance thereunder and to substitute or be substituted for the Company thereunder and to substitute and be substituted thereunder for the Company thereunder and to commence and conduct either in the name of the Company or in its own name or otherwise any proceedings against any person in respect of any breach of the CDPL Collaboration Agreements and all claims of the Company including in any proceedings against all or any such persons to any amounts owing to or received by the Company thereunder and the rights and benefits of all Approvals to the extent capable of assignment together with the right to further assign any of the CDPL Collaboration Agreements and such Approvals to any Person Pledge of shares representing the entire issued and paid up share capital of CDPL under the Deed of Pledge Personal Guarantee of Sh Vijay Gupta Sh Amit Gupta and Smt Kusum Gupta and Cheques
Security Creation The Security shall be created in the favour of the Debenture Trustee on or before the Deemed Date of Allotment
Representation The representations and warranties of the Company will be set out and Warranties in the Debenture Trust Deed
Event ofDefault All events of default as set out in the Debenture Trust Deed
Upon occurrence of such event of default Debenture Trustee shall (on instruction from the Debenture holders) issue a written notice of default to the Company and grant to the Company a cure period in accordance with the terms of Security Documents
The consequences of an event of default shall be governed_lgtY the provisions in the Security Documents and shall inclu9~~ayfu~i1t of
default interest and enforcement of the Security in the manner specified In the Security Documents including appointment of nominee director(s)
Default Interest An additional interest of 4 pa (four percent per annum) over and Rate above the Interest Rate (as defined hereinafter) (viz the default
interest rate shall be 24 (twenty four percent) payable in relation to the Debentures and the Outstanding Amounts payable In accordance with Security Documents
Registrar and Skyline Financial Services Private Limited Transfer Agent
Compliance All provisions clauses regulations specified by GOISEBIRoCBSE with respect to issue and listing of Redeemable and Secured Non-Convertible Debentures shall be complied with by the Company
Assignment Each Investor may transfer or dispose a part or the whole of its Transferability Debentures without the Companys consent
Governing Law The governing law will be the laws of India and the parties submit to and Jurisdiction the exclusive jurisdiction of the courts in Delhi
~-~---~-~
u c tL ~If) -~~-J bull (
Page 47 of60
ANNEXURE 2 PAYMENT SCHEDULE
Due date
Month 0
Last Day ofMonth 1
Last Day ofMonth 2
Last Day ofMonth 3
Last Day ofMonth 4
Last Day ofMonth 5
Last Day ofMonth 6
Last Day of Month 7
Last Day ofMonth 8
Last Day of Month 9
Last Day of Month 10
Last Day of Month 11
Last Day of Month 12
Last Day of Month 13
Last Day of Month 14
Last Day ofMonth 15
Last Day of Month 16
Last Day of Month 17
Last Day of Month 18
Last Day ofMonth 19
Last Day ofMonth 20
Last Day of Month 21
Last Day of Month 22
Last Day ofMonth 23
Last Day of Month 24
Last Day ofMonth 25
Last Day of Month 26
Last Day ofMonth 27
Outstandino D b t b
e en nre1 su )scrIptlOn amount
I dat mont I en
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
1939393939
1878787879
1818181818
1757575758
1696969697
1636363636
1575757576
1515151515
1454545455
1393939394
1333333333
1272727273
I nterest
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
32323232
31313131
30303030
29292929
28282828
27272727
26262626
25252525
24242424
23232323
22222222
Debenture Payment to I t D b tSll )SCrIP Ion e en nre
t H Idamoun 0 ers
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
60606061 93939394
60606061 92929293
60606061 91919192
60606061 90909091
60606061 89898990
60606061 88888889
60606061 87878788
60606061 86868687
60606061 85858586
60606061 84848485
60606061 83838384
60606061 8~~3 j()gt t~( S( )Page48~60
-
Due date su
Last Day of Month 28
Last Day of Month 29
Last Day of Month 30
Last Day of Month 31
Last Day ofMonth 32
Last Day of Month 33
Last Day of Month 34
Last Day of Month 35
Last Day of Month 36
Last Day of Month 37
Last Day of Month 38
Last Day of Month 39
Last Day of Month 40
Last Day of Month 41
Last Day of Month 42
Last Day of Month 43
Last Day of Month 44
Last Day ofMonth 45
Last Day of Month 46
Last Day of Month 47
Last Day of Tenor
Outstandino D b t b
b ~ t~n ure t SCrIp Ion amoun
t th da mon en
1212121212
1151515152
1090909091
1030303030
969696970
909090909
848484848
787878788
727272727
666666667
606060606
545454545
484848485
424242424
363636364
303030303
242424242
181818182
121212121
60606061
Debentme Payment to Interest subscription
t amoun Debenture
H ld0 ers
21212121 60606061 81818182
20202020 60606061 80808081
19191919 60606061 79797980
18181818 60606061 78787879
17171717 60606061 77777778
16161616 60606061 76767677
15151515 60606061 75757576
14141414 60606061 74747475
13131313 60606061 73737374
12121212 60606061 72727273
11111111 60606061 71717172
10101010 60606061 70707071
9090909 60606061 69696970
8080808 60606061 68686869
7070707 60606061 67676768
6060606 60606061 66666667
5050505 60606061 65656566
4040404 60606061 64646465
3030303 60606061 63636364
2020202 60606061 62626263
1010101 60606061 61616162
The interest payment on the first Due Date shall vary depending on the date onwh~h the
application monies for Debentures arc received til 1~~1
1bull kAij~ lt laquo~~gt ~
-
--
Page 49 of60
ANNEXURE 3
UNDERTAKING BY THE COMPANY
The Company undertakes that bull In the event the Debentures are issued in physical form the Company
shall use a common form of transfer
bull It will provide on a half yearly basis a compliance certificate duly certified by the Debenture Trustee to the Debenture holders in respect of compliance with the terms and conditions of Issue as contained in this Information Memorandum Disclosure Document and
bull Every credit rating obtained shall be periodically reviewed by the Credit Rating Agency and any revision in the rating shall be promptly disclosed by the Company to the Stock Exchange Any change in rating shall be promptly disseminated to Debenture holders and prospective Investors in such manner as the BSE may determine from time to time All information and reports on the Debentures including compliance reports filed by the Company and the Debenture Trustee shall be disseminated to the Debenture holders and the general public by placing them on the website of the Company and shall through the Debenture Trust Deed request the Debenture Trustee to place the same on its website
bull The above Information Memorandum Disclosure Document IS
compliant with all disclosures required to be made for listing of senior non-convertible debentures on a private placement basis on a recognized stock exchange as specified in Schedule I under Regulation 21 of the Securities and Exchange Board of India (Issuing and Listing of Debt Securities) Regulations 2008
laquo~~(~I0~~ For o~InCr ~cture Private Limited
~~WIVijay~
(Chairman)
Page 50 of60
ANNEXURE 4
CREDIT RATING LETTER FROM ICRA LIMITED
Ie R A Limited
Ref DRAT2013-140-362
Mr Sanjay Aggarwal VP - Accounts amp raxation Orris Infrastructure Private Limited J-105 DLF Phase -II MG Road Gurgaon - 122002 Haryana
May 21 2013
Dear Sir
Rc ICRA-assigned Credit Rating for Rs 200 crore NCD Programmc of Orris Infrastructurc l)rivate Limited (instrument details in Annexure)
Please refer to your Rating Requisition dated May 112013 and the subsequent Rating Agreement of May 162013 for carrying out the rating of the aforesaid Bond Programme The Rating Committee
of ICRA after due consideration has assigned a [ICRAIB+ (pronounced as ICM B plus) rating
to the captioned Bond Programme
We would appreciate if you can sign on the duplicate copy of this letter and send it to us within 7
days from the date of this letter as confirmation about the use of the assigned rating The rationale
for assigning the above rating will be sent to you on receipt of your confirmation about the use of our rating as above Any intimation by you about the above rating to any BankerLending
AgencyGovernment AuthoritiesStock Exchange would constitute use of this rating by you
This rating is specific to the terms and conditions of the proposed issue as was indicated to us by you
and any change In the tenns or size of the issue would require the rating to be reviewed by us If
there is any change in the terms and conditions or size of the instrument rated as above the same must be brought to our notice before the issue of the instrument If there is nny such change after the
rating is assigned by us and confirmed to use by you it would be subject to our review and may result in change in the rating assigned
ICRA reserves the right to suspend withdraw or revise the above at any (ime on the basis of new information 01 unav~ilability of information or such other circumstances which ICRA believes may
have an impact on the rating assigned to you
The rating as aforesaid howeVer should not be treated as a recommendation to buy sell or hold the
bonds to be issued by you If the instrument rated as above is not issued by you within a period of 3
BuUding No 5 2 Floor TeL + 91 - 124 - 4545300 wOiosite wwwicraJn Tower A DLF cyber City Fax + 91 - 124 - 4050424 email infoicralndiacom Phase ll Gurgaon 122002
Regd Office 1105 Kailash Building 11 Floor 26 Kastuma Gandhi Marg NeW Delhi - 110001
RATING RES EAR eli INFORMATION
months from the date of this letter communicating the rating the same would stand withdrawn unless
revalidated before the expiry of 3 months
You arc required to forthwith inform us about any default or delay in repayment of intcrest or
principal amount of the instrument mtcd as above or any other debt instruments borrowing Y nu are also required to keep llS forthwith informed of any other devclopments which may have a direct
or indirect impact on the debt servicing capability of the company including any proposal for reshy
schedulement or postponement of the repayment programmes oCthe dues debts of the company with
any lendcr(s) investor(s)
You are required to inform us immediately as and when the borrowing limit for the instrument rated
as above or as prescribed by the regulatory authority (ies) is exceeded
We thank you for your kind cooperation extended during the course of the rating exercise Should
you require any clarification please do not hesitate to get in touch with us
With kind regards
Yours sincerely
for IeRA Limited
-- Iobit Inamdar S (Senior Vice President) (Analyst)
Page 52 of60
Annexure
Details of the bank limits rated by leRA (Rated on long term seale)
Page 53 of60
I eRA limited AIIA~fIiI ofMoltldyIInvllllttmI ~
Ref DRATfl013middot140middot3611
Date August 222013
MI Sanjay AggarwaJ VP - Accounts amp Taxation Orris Infrastructure Private Limited JmiddotIO5 DLF Phasemiddotll MG Road Gurgaonmiddot J22002 Haryana
Dear Sir
Re leRA ruting for Rs 2000 crote NCD Progrumme of Orris Infrastructure Private Umlted
This is with reference to your letter dated August 9 2013 for re-validating your rating for the Rs 200 erore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Boods programme ofyour company and last communicated to you vide QuI letter dated May 212013 stands The other terms and conditions for the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DlRAT12013middot 1410-362 dated May 2013 stands
With kind regards For lCRA Limited
(Senior Vice President)
T~middot + 91middot 124 bull ~ website VWW bulliCfSio fw + 91 124 -~ email info~middoticralndiagtcom
Page 54 of60
Ie R A Lim
Ref DfRAT2013-14O-364
Date October 03 2013
Mr Sanjay Aggarwal VP - Accounts amp Taxation Orris Infrastructure Private Limited J-105 DLF Phasemiddotmiddotll MG Road Gurgaon - 122002 Haryana
Dear Sir
Re ICRA rating for Rs 2000 crOTe NCD Programme of Orris Infrastructure Private Limited
This is with reference to your letter dated September 03 2013 for re-validating your rating for the Rs 200 crore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Bonds programrne of your company and last conununicated to you vide our letter dated August 22 2013 stands The other terrns and conditions fur the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DRATI2QI3middot 14()362 dated May WI3 stands
With kind regards For [eRA Limited
Vi (Senior Vice President)
Buildlng No 2 Iloot Tel + 81 124 - 4545300 websf1e WWWJCf8D
Tower A Cyber Oily Fax + 91 124 bull 4000424 ilImaH lnfoicralfldliLcof1
Phase II Gurgaonmiddot 1~
Regd Offictl noo iltailash Building i 1 Floor 26 KDtwoo Qandhi Marg New Delhi bull 110001
RATING RES EAR C H INfORMATION
Page 55 of60
ANNEXURE 5
CONSENT LETTER FROM DEBENTURE TRUSTEE
Ref No 1750 ITCL JUtmiddots I ru~1 Company Limilt~d
September 30 2013
Orris Infrastructure Private limited (Company) Jmiddot105 OLF PhaSe - 11 MG Road Gurgaon 122002
Kind Attention Mr Vljay Gupta Director
Sub listed Secured Redeemable Non Convertible Debentures (NCDs) aggregating to Rs 200 crs proposed to be issued by the Company on private placement basis
Dear Sirs
This is with reference to our discussion regarding appointment of ILampFS Trust Company limited (ITCL) as Debenture Trustee for the proposedlssue of listed Secured Redeemable NCDsof Rs 1 crore each aggregating to Rs 200 crs to ~ issued by the Company on private placement basis In this regard VIle do hereby give out consent to act as the Debenture Trustee subject to the Company agreeing to the following conditions
1 The Company agrees and undertakes to create the securities over such terms and conditions as detai~d in the signed Information Memorandum as submitted to us and execute the Debenture Trust Deed and other necessary security documents as required
2 The Company agrees amp undertakes to pay Debenture Trustees so long as they hold the office of the De~nture Trustee remuneration as stated in appointment letter dated July 30 2013 for the services as Debenture Trustee in addition to all legal travelling and other costS charges and expenses which the Debenture Trustee or their officers employees or agents rnayiocur in relation to execution of the Debenture Trust Deed and all other documents affecting the Security till the monies in respect of the Debentures have been fully paid-off and the requisite formalities for satisfaction of charge in aU respects have been complied with
3 The Company agrees ft undertakes to comply with the provisions of SEal (Debenture Trustees) Reguliltions 1993 SE61 (Issue and Listing of Debt Securitles) Regulations 2008 SEBICircutar No$EaIIlMOOfgtl1Sondl2oo911 105 dated 11052009 on Simplified Listing Agreement for Debt Securities read with the SEBl Circular No SEBIIIMDDOF-1 tBONDlClr-5120o9 dated the 16th November 2009 the Companies Act 19l)6 ilnd other applicable proviSions I circulars guidelines etc as applicable and amended from time to time and agrees to furnish to Trustees such information in terms of the same on regular basis
Sincerely For ILftFS Trust Company lilDi~d
lL__~~ ~ ~ ~~~ --- ~
Authorized Signatory
lUfFS Finru1 Centre PloINo C 22 G Block 5th Floor Bjr Kurio Complex Bandra (Eastl Mumbamiddotmiddot 40(K)SI INDIA
Bangalor( Office ILEtFSTru1 (ompally Ltdbull ALmiddotLalheef 151 Floor No 2Unioll Slreet Offlnanlry Raad Banglore 5hlX)OI INDIA
New Delhi Offire ILftFSTrusl (ompY tId Amiddot26a lsI Ploor Bhishm Pithamah Marg DefencfCoony New Delhi - 110024 INDIA
Kolkala Offilaquo ILftfSTrusl Company Ltd ILIIFS Constantia lnlflPor n Dr11 lIt Bramachari Street Kolkata bull 700017 INDIA
Page 56 of60
ANNEXURE 6
CONSENT LETTER FROM REGISTRAR AND TRANSFER AGENT i
Skyline Financial Serrr)ices Pvt Ltd SEBI REGISTERED CATEGORY1 REGk)IRARS ampSHARE TRANSfRAtgtENT D153A Ht Floor () nol Area Ph bullbullbullI New Dolhmiddot llO 020 1 9 middot1126812682 2S612~83 EmiddotmaI nOlltyhOaccrn tte-oSi$ wwwSiltyllnfHla_all1
August 29 2013
MrVlneel Kumar Gupta
Sr Manaler Secretarial
Orris InfraSlrucllJre Private Limited
Orris la M G Road
Gurgaoo - 1iG 002 (Hr)
Sub Consent to aet as Registrar to Issue and TfBllSfer Agent
DearSJr
Thls1s in reference 10 YOllr email datild AugJS1 29 2013 We hereby give our consent to act as 21
Registrar to IsSue and Transfer Agent for your propOSed issue of 1O - conveo1ibledebentures Of Rs
20000 Crore (jl1d our name IS Registrar to i$sueandShare Transfer agent may please be included in
Thanking you Y()ursfailhfufy
Vice- President
Page 57 0[60
--
-------
ANNEXURE 7
APPLICA TION FORM
ORRIS INFRASTRUCTURE PRIVATE LIMITED Registered Office RZ-D-5 Mahavir Enclave New Delhi 110045
Corporate Office 1-105 DLF Phase II Mehrauli Gurgaon Gurgaon -122002
Application No ___ Date
Dear Sirs
VWe have read and understood the terms and conditions of issue by Orris Infrastructure Private Limited of senior secured cumulative redeemable Non-Convertible Debentures of face value ~ 10000000 (Rupees One Crores only) having a coupon rate of 20 pa on a private placement basis on the face value aggregating to ~ 2000000000- (Rupees Two Hundred Crores only) (Debenture) contained in the Information Memorandum Disclosure Document dated __2013 VWe bind ourselves to the terms and conditions as contained in the Information Memorandum Disclosure Document and wish to apply for allotment of these Debentures The amount payable on application as shown below is remitted herewith On allotment please place myour name(s) on the Register of Debenture holder(s)
(Please read carefully the instructions on the next page before filling this form)
No of Debentures applied No in figures No in words for
Amount (~)
Detal s I 0 f payment ChequesDemand Date Drawn on Bank DraftlRTGS Details
Applicants Name amp Address in full (please use capital letters)
Pin Code Telephone I Fax Email
I Status Bankin~ Company ( ) Insurance Company ( ) Other ( ) (specify in case of others) Name of Authorized Signatory Designation Signatures Signatoty
Details of Bank Account Bank Name amp Branch Nature ofAccount Account No IFSCINEFT Code middot)---~1
-- --
Depository Details
I1We the undersigned want to hold the Debentures of the Company in the dematerialised fonn Details of myour Beneficiary Account are given below
Depository Participant Name - shy
DPID
Beneficiary Account Number shy
Name of the Applicant
() II We understand that in case of allotment of Debentures to my lour Beneficiary Account as mentioned above would be credited to the extent of Debentures allotted
Taxpayers PAN I GIR No IT CircleIW ardlDistrict ( ) Not Allotted
Tax Deduction Status () Fully ( ) Tax to be ()Yes ONo Exempt deducted at
Source
I1We hereby understand that the Company has not provided and will not provide any material or other infonnation regarding the Debentures except as included in the Infonnation Memorandum Disclosure Document
Signature of the Applicant _________________(Tear here)__________
ACKNOWLEDGEMENT SLIP
Application No Date -- shyReceived From
1shy----------------------~
By ChequelDemand DraftlRTGS No
drawn on towards application for ______ Debentures (Chequesl Demand Drafts are subject to realisation)
For Orris Infrastructure Pvt Ltd
For all further correspondence please contact INFRASTRUCTURE PRIVATE LIMITED Tel +91 124-4979200
Page 59 of60
10
INSTRUCTIONS
You must complete application in full in BLOCK LETTERS IN ENGLISH
2 Your Signatures should be made in English or in any of the Indian languages
3 Application forms duly completed in all respects together with high value Cheques Pay Order Demand Drafts must be lodged at the Orris Infrastructure Private Limited Corporate Office (as provided above)
4 Payments through RTGS shall be made as follows
Beneficiary Account name Orris Infrastructure Private Limited IFSC Code UTIB0000056 Bank Account No 056010200015303 Bank Axis Bank Ltd Branch Sec-14 Gurgaon
5 The Cheque(s)Demand Draft(s) of high value clearing zone should be drawn in favour of ORRIS INFRASTRUCTURE PVT LIMITED and crossed Ale payee only Cheque(s)Demand draft(s) may be drawn on any scheduled bank and payable at Delhi
6 Mr Vineet Gupta as authorised representative of the Company will issue the Acknowledgement Slip (appearing below the Application Form) as acknowledgement of receipt of applications No separate receipt will be issued
7 You should mention your Permanent Account Number or the GIR number allotted under Income- Tax Act 1961 and the Income-Tax CirclelWardlDistrict In case where neither the PAN nor GIR number has been allotted the fact of non-allotment should be mentioned in the application form in the space provided
8 The application would be accepted as per the terms of the issue outlined in the Information Memorandum Disclosure DOC~fii
r1- -~0 gt tl~~ ~gt
j )j~ (~~ ~O
~ shy
Page 60 of60
Outstanding Amounts throughout the tenure of the Debentures till final redemption as per Payment Schedule
Interest payable on the Debentures shall accrue on a day to day basis and shall be computed on the basis of 365 (Three Hundred Sixty Five) days divided equally for each of the twelve calendar months
8 Payment Mechanism Payments towards interest and towards repayment of the outstanding amount of Debentures shall be made by way of drafts cheques credit through RTGS mechanism on the Due Dates to those Debenture holder(s) whose names appear on the list of beneficiaries provided by the Depositories to the Issuer Such payments shall be made from the Escrow Account in the manner specified in the Debenture Trust Deed The names would be as per the Depositories records on the relevant Record Date fixed for the purpose of such payments as provided in this
Information Memorandum Disclosure Document In case of those Debentures for which the beneficial owner is not identified by the Depository as on the Record Date the Issuer would keep in abeyance the payments till such time that the beneficial owner is identified by the Depository and conveyed to the Issuer whereupon the payments will be paid to the beneficiaries as identified
In case the Due Date falls on a day which is not a Business Day then the payment due shall be made on the succeeding Business Day
9 Security The principal amount of the Debentures together with any interest accrued thereon and other Outstanding Amounts Debenture Trustees remuneration and all costs charges expenses and all other monies due in respect of the Debentures and or under the Transaction Documents shall be secured by the Obligors by
a First and exclusive charge on all receivables from the Project through the Deed of Hypothecation together with the Escrow Agreement and such charge will be superior to any other claims on the Project receivables
b First and exclusive charge on all amounts lying to the credit of the Escrow Account under the Deed of Hypothecation
c First and exclusive charge by way of equitable mortgage on the Commercial Property (Mortgaged Property) through execution of a registered Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property in favour of the Debenture Trustee together with a declaration cum undertaking from CDPL declaring the creation of mortgage by deposit of title deeds of the Commercial Property in terms of the memorandum of entry
d Equitable mortgage and exclusive charge over FSI equivalent to 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of the Commercial Project together with all the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
e Exclusive charge over all the rights title interest benefits claims demands of any nature whatsoever of the Company under andor in respect of the CDPL Collaboration Agreements for development and construction of the Commercial Colony and the entire FSI in the Project along with proportionate undivided interest in the underlying land and without limitation the following
(i) the right to compel performance thereunder and to substitute or be substituted for the Company thereunder and to substitute and be substituted thereunder for the Company thereunder and
(ii) to commence and conduct either in the name of the Company or in its own name or otherwise any proceedings against any person in respect of any breach of the CDPL Collaboration Agreements and
(iii) all claims of the Company including in any proceedings against all or any such persons to any amounts owing to or received by the Company thereunder and
(iv) the rights and benefits of all Approvals to the extent capable of assignment together with the right to further assign any of the CDPL Collaboration Agreements and such Approvals to any Person
(v) Pledge of shares representing the entire issued and paid up share capital of CDPL under the Deed of Pledge
(vi) Personal Guarantee of Sh Vijay Gupta Sh Amit Gupta and Smt Kusum Gupta and
(vii) Cheques
CDPL has consented to creation of charge over the entire FSI to the extent of 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of t
The said security shall be created in favor of the Debenture Trustee on or by the Deemed Date of Allotment
Obligors will ensure that market value of the above mentioned security will be at all times equal to the face value of the outstand~icitZt~ Debentures tp ---YZoltgtl
lSI r~
i~ ~r)Page 22 oK~-_
~~-___i
10 Board Authority The private placement of Debentures under this Information Memorandum Disclosure Document is being made pursuant to the resolution of the Board of Directors of the Company at its meeting held on June 24 2013
11 Rating and rating rationale ICRA has assigned a ICRA B+ (pronounced as ICRA B plus) rating to debentures programme of the Company to the extent of ~
2000000000- (Rupees Two Hundred Crores only) vide letter ref no DRAT2013-140-362 on May 212013 and revalidated vide letter ref no DRAT2013-140-363 on August 222013 The long-term rating carries a stable outlook A copy of the rating letter and its rationale from ICRA is enclosed as Annexure 4_ to this Information Memorandum Disclosure Document
12 Details of utilisation of the Issue Proceeds Our Board of Directors certifies that the proceeds of the Issue of Debentures shall be utilized for the general corporate purposes of the Company
13 Minimum Number of Debentures for Subscription The application must be made for a minimum of one (1) Debenture and in multiple of one (1) Debenture thereafter There is no maximum limit on the application
14 Listing The Debentures are proposed to be listed on the WDM segment of the BSE the details of which are provided below
The Bombay Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400001 Phone 91 22 227212334 Fax 91 22 22721919
The COJpany shall make an application to the BSE to list the Debentures to be issued and allotted pursuant to this Information Memorandum Disclosure Document and shall take all necessary steps to complete all the formalities relating to listing of the Debentures within 15 (fifteen) days from the date of closure of the Issue Date If such permission is not granted by the BSE within 15 (fifteen) days from the date of closure of the Issue or where such permission is refused by the BSE before the expiry of the 15 (fifteen) days from the closure of the Issue the Company shall at the option of the Debenture holders repay with interest (at the applicable Interest Rate) all monies received by it If the Company fails to repay such monies within 5 (five) days after the Company becomes liable to repay it then the default interest (at the applicable Default Interest Rate) shall also apply to the amount payable
by the Company over and above the applicable interest iP~d (OS4( i~
Page 23~~ ~Sl-C ~-_-)to ~--i-~-~
In connection with listing of Debentures with BSE the Company hereby undertakes to comply with all requirements of the Act applicable SEBI rules and regulations including Securities and Exchange Board of India (Issue and listing of Debt Securities) Regulation 2008 and the listing agreement with BSE
15 Market Lot The minimum lot size for trading of the Debentures on the Stock Exchange is proposed to be one (1) Debenture
16 Underwriting of the Issue The present Issue of Debentures has not been underwritten
17 Tax Benefits The Debenture holder(s) are advised to consider in their own case the tax implications in respect of subscription to the Debentures after consulting their respective tax advisor
18 Governing Law The Debentures shall be construed to be governed in accordance with the laws of India Any dispute arising thereof will be subject to exclusive jurisdiction of the courts in Delhi Over and above the aforesaid terms and conditions the said Debentures shall be subject to the terms and conditions of the Security Documents
19 Debenture Redemption Reserve The Company hereby agrees and undertakes to create a debenture redemption reserve as per the provisions of the Security Documents the Act and the rules regulations notifications and circulars issued by the Ministry of Corporate Affairs and if during the currency of these presents any guidelines are formulated (or modified or revised) by the Central Government or any government agency or corporation having authority under Law in respect of creation of debenture redemption reserve applicable to the Debentures the Company shall duly abide by such guidelines and execute all such applicable supplemental letters agreements and deeds of modifications as may be statutorily required by the Debenture holders or the Debenture Trustee
20 Undertaking to use a Common Form of Transfer The issue of Debentures shall be made in dematerialized form only and no Debentures will be issued in physical form However the Company will use a common transfer form for physical holdings if at a later stage there is any holding in physical form due to the depository giving any Debenture holder the option to rematerialize the Debentures
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
The following contracts documents not being contracts entered into in the ordinary course of business carried on by the Company or entered into more than two years before the date of this Information Memorandum Disclosure Document which are or may be deemed material have been entered into by the Company These material contracts or documents may be inspected at the Registered Office of the Issuer from 1000 am to 100 pm on all working days from the date of this Information Memorandum Disclosure Document until the date of closure of this Issue
Material Contracts 1 Copy of the letter from Skyline Financial Services Private Limited to the
Company giving their consent to act as the Registrar and Transfer Agent to the Issue
2 Copy of letter from ILampFS Trust Company Limited to the Company giving their consent to act as the Debenture Trustee to the Issue
Material Documents L Memorandum and Articles of Association of the Company as amended
from time to time
2 Credit rating letter from ICRA Limited
3 Copy of Certificate oflncorporation of the Company dated July 262006
4 Certified true copy of the resolution dated June 24 2013 approving the issue of Debentures and creation of securities on the term and conditions stated in this Information Memorandum Disclosure Document
5 Copy of Tripartite Agreement dated 17-02-2011 between the Company the Registrar and Transfer Agent and the CDSL (Depository)and Copy of Tripartite Agreement dated 03-03-2011 between the Company the Registrar and Transfer Agent and the NSDL (Depository)
6 Copies of Audited Financials of the Company for the last three financial years
DISCLOSURE ON EXISTING FINANCIAL INDEBTNESS
1 Details of Secured Borrowings4
Ao The secured loans of the Company outstanding as on March 312013 is as follows
(Amount in f)
Details of Vehicle Loans Axis Bank October 27 1390055 EMI Start date- Hypothecated to Limited 2010 December 10 2010 Axis Bank (BMW) Closure date- Limited
November 10 2013 HDFC March 09 2472342 EMI Start Date Hypothecated to Bank 2012 April 052015 HDFC Bank Limited Closure Date - April Limited (BMW) 052015
None of the above loans is secured against any of the security (as detailed in Offer Details section above)
B The Secured Debentures of the Company outstanding as on March 312013 are as under
ILampFS Secured 17 Monthly 1 14th part of the first floor Trust Redeemable installment (without Roof Right) being 45 Company Non- pa s Start sq yards out of 180 sq yards of Limited Convertible date- the first floor constructed on
Debentures 2205201 free-hold land bearing plot No Series shy I of 1 RZ-D-5 First Floor Mahavir aggregate Closure Enclave New Delhi -110045 face value of dateshy admeasuring 180 sq yards out 2202201 ofkhasra number 8314 35000000 4 situated in the area of village 0- (Rupees Palam now known as Mahavir Thirty Five Enclave Block -D New Delhi-Crores) 110045 issued at a discount of 2 Mortgage assignment of all the 17513shy rights title and interest
4 The figures are as per the audited balance Sheet for the financial year ending March 31 2013
----- shy
(Rupees whatsoever of the Company in Seventeen to under andor in respect of Thousand the collaboration agreements Five dated 27102007 and Hundred 01072010 executed with CDPL and Thirteen for development and only) on the construction of the Commercial face value Complex and sale of FSI to the (being ~ extent of 625000 Sq Ft along 10000001- with proportionate interest in (Rupees Ten the underlying land inl of the Lakhs only)) Commercial Complex of each debenture 3 Out of the total sanctioned FSI
of 702871 Sq Ft of Commercial Complex mortgage and charge over FSI equivalent to 625000 Sq Ft including prorata share over all that piece and parcel of free hold land admeasuring 95 acres (approx located at Sector 82A Gurgaon Haryana India over which the Commercial Complex is proposed to constructedI developed together with proportionate buildings and structures thereon AND the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
4 Pledge of entire issued equity share capital of CDPL
5 Post-dated cheques
6 Personal Guarantee of the Promoter viz Mr Vijay Gupta
ILampFS Secured 17 Monthly 1 114th part of the first floor Trust Redeemable installment (without Roof Right) being 45 Company Non- pa s Start sq yards out of 180 sq yards 0 f Ltd Convertible date- the first floor constructed on
Debentures 1506201 free-hold land bearing plot No Series - II of 1 RZ-D-5 First Floo~ M~ct[~ aggregate Closure Enclave New DelhI -11
-_ ()-4~-----
ltshy -
---- ----- ---------------shyface value of date- admeasuring 180 sq yards out ~ 1505201 of khasra number 83 14 42500000 4 situated in the area of village 0- (Rupees Palam now known as Mahavir Forty Two Enclave Block -D New Delhi-Crares) Fifty 110045 Lakhs
2 Mortgage assignment of all theissued at a rights title and interestdiscount of ~ whatsoever of the Company in58065shyto under andor in respect of(Rupees Fifty the collaboration agreementsEight dated 27102007 andThousand 01072010 executed with CDPLSixty Five for development andOnly) on the construction of the Commercialface value Complex and sale of FSI to the(being ~ extent of 625000 Sq Ft along1000000 shywith proportionate interest in(Rupees Ten the underlying land in of theLakhs only)) Commercial Complexof each
debenture 3 Out of the total sanctioned FSI of702871 Sq Ft of Commercial Complex mortgage and charge over FSI equivalent to 625000 Sq Ft including prorata share over all that piece and parcel of free hold land admeasuring 95 acres (approx) located at Sector 82A Gurgaon Haryana India over which the Commercial Complex is proposed to constructed developed together with proportionate buildings and structures thereon AND the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
4 Pledge of entire issued equity share capital of CDPL
5 Post-dated cheques
---6 Personal Guarantee of the Promoter viz Mr Vijay(qtipta
1
IDEI Trusteeshi p services Limited
Secured Redeemable Optional Convertible Debentures of aggregate face value of
80000000 0- (Rupees Eighty Crore Only) on the face value (being 5000000shy(Rupees Fifty Lakhs only)) of each debenture
Qu art erly Co u po n Rat e of 55
The company shall be obliged to redeem the OCDs in four equal installment s starting from march 31 2014 over a period of 6 (six) financial quarters (the first such financial quarter ending on March 31 2014) such that the OCDs are completely redeemed on June 302015
(i) First sole amp exclusive charge by way of(a) equitable mortgage on the Mortgaged Security Property I and (b) equitable mortgage on the Mortgaged Security Property II
Mortgaged Security Property-I shall mean 23268 acres out of the larger property being the aggregate of 19218 acres (forming part of 25018 acres of land for which License is in place) and the 405 acres for which letter of intent is in place along with the proportionate floor space index and all present and future buildings and structures constructed thereon and all the rights title and interest of the Company and the concerned group housing project landowners over such property excluding 404 (four hundred and four) number of units constructedto be constructed over the aforesaid 19218 acres as more particularly detailed III the transaction documents
Mortgaged Security Property-II shall mean 696 acres out of the security property-II 1004 acres of acquired land in Sector 85 Gurgaon Haryana along with the proportionate floor space index and all present and future buildings and structures constructed thereon and all the rights title and interest of the Company and the concerned group housing project landowners over such property
(ii) first sole and exclusive charge on present and future basis by way of hypothecation on the relevant group housing _poject
-------------------------~----------~-----------------------------receivables from time to time and monies lying and credited into the escrow accounts at any point in time including any fIxed deposits created in accordance with the escrow account agreement out of such monies from time to time together with all and any interest accruing in respect thereof and
(iii) The issuance of personal guarantees by the Promoters in favour of IDBI guaranteeing the fulfIllment of the secured obligations
The NCD Series - I were fully redeemed on July 272013
2 Details of Unsecured Borrowings5
The unsecured loans of the Company outstanding as on March 31 2013 follows
(in ~)
Loan from Body Corporate Flair Exports Pvt Ltd Seh Realtors Pvt Ltd Citland Commercial and Credits Ltd Delhi Brass and Metal Works Pvt Ltd Span India Pvt Ltd Loan Directors Shareholders and their Relatives Amit Gupta-Loan Taken Vijay Gupta (Loan Taken) Amit Gupta (HUF) Green Bay Infrastructure Pvt Ltd Kusum Gupta Mamta Gupta Pooja Gupta Vijay Gupta(HUF)
5000000000 10000000000 16670000000 6670000000
11670000000
2850848000 7929999985
20000000 32146887100
2466000000 5625400000 3250000000
92100000
5 The figures are as per audited financial for the financial year ending March 31 2013
Page 300[60
3 Details of Bank Guarantee6
Bank Guarantee by the Company in respect of Orris Business Square - 95 Acres
ICICI Bank 1 Limited June 182010
Issued by ICICI Bank June 182010 and Valid till October 28 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 2 Bank Ltd Jan 03 2013
ICICI Bank 3 Limited February 232011
Director Town and Country Planning Chandigarh
Director Town and Country Planning Chandigarh Haryana State Pollution Control Board
62946450 October 282012
5938000 October 272014
3750000 February 222016
Bank Guarantee by the Company in respect of Carnation Residency Aster Court Aster Court premier amp Villas 33 -25018 Acres
Issued by ICICI Bank on September 232008 amendment dated September 102010 and valid till September 22 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 4 Bank Ltd September 222012
Issued by ICICI Bank on September 23 2008 amendment dated September 102010 and valid till September 22 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 5 Bank Ltd September 222012
Director Town and Country Planing Chandigarh 111524000
September 222014
Director Town and Country Planing Chandigarh
6 The figures are as per audited accounts for the financial year ending March 31 2013
Page 31 0[60
--
----- --- - shyIssued by ICICI Bank on December 16 2010 and expiry date is Dec 15 2015 but we close it Haryana with ICICI Bank and a State fresh guarantee was Pollution
ING Vysya issued by ING Vysya Control January 6 Bank Ltd bank on 23012013 Board 5000000 142016 Bank Guarantee by the Company in respect of Spring Homes middot10043 Acres
Director Town and Country
ING Vysya Planing September 7 Bank Ltd September 32012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 8 Bank Ltd September 3 2012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 9 Bank Ltd September 32012 Chandigarh 13112500 22016
Director Town and Country
ING Vysya Planing September 10 Bank Ltd September 32012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 11 Bank Ltd September 3 2012 Chandigarh 14752500 22016 Bank Guarantee by the Company in respect of Carnation Residency Aster Court Aster Court premier amp Villas 33 -405 Acres
Director Town and Country
ICICI Bank Planing August 71 12 Limited August 8 2011 Chandigarh 21632230 2015
Director Town and Country
ICICI Bank Planing August 7 13 Limited August 8 2011 Chandigarh
---shy5062~~t ~~015
6ltC [-I_i ~~-
I cel i Ieshy -
Note ~
10 Bank Guarantee of 35 Crore is issued by ING Vysya Bank 2 ING Vysya Bank has given counter guarantee against BG of 21632230
amp 5062500 issued for Aster Court Carnation Residency Aster Court Premier amp Villas 33 ING has given counter guarantee for 62946450 amp 3750000 issued for OB8
3 In OB8 all payment of EDC has been made so BG of 62946450 will be released which is already expired
4 Bank guarantee issued by ING Vysya bank is on 10 cash margin on fIxed deposit
5 Security offered against 35 Cr Bank guarantees issued by ING Vysya Bank is following
Orris HQ(J-I0S DLF Phase-II(Gurgaon)-Given as collateral security Janakpuri (C-3260 New Delhi)-Given as collateral security
4 Particulars of debt securities issued (i) for consideration other than cash whether in whole or in part (ii) at premium or discount or (iii) in pursuance of an option
The Company confIrms that save and except the following given below company has not issued any debt securities (i) for consideration other than cash whether in whole or in part (ii) at premium or discount or (iii) in pursuance of an option
bull NCD-I at discount
bull NCD-II at discount bull OCD in pursuance of an option
5 Servicing behavior on existing debt securities payment of due interest on due dates on term loans and debt securities
The Company hereby confIrms that
1 it has been servicing all its principal and interest on time and there has been no subsisting delay or default since its incorporation
Ii there is no subsisting default in repayment redemption of any of its borrowings nor has the Company affected any kind of roll over against any of its borrowings in the past
6 That the permissionconsent from the prior creditor for a second or pari passu charge being created in favor of the trustee to the proposed issue has been obtained
The existing mortgage over the Co~mercial Property s~all be ~leared~tT~l the Company and a no dues certifIcate shall be obtamed pnor ~~tMe -~0--o Deemed Date of Allotment Accordingly the Company hereby cott(rms 1
If) J -~ ~ 1( D gt~
Page 33 6 ~
that it does not require any consent permission to create security in relation to the Debentures as stipulated in this Information Memorandum Disclosure Document and the Security Documents
7 Any material eventdevelopment or change at time of issue or subsequent to the issue which may affect the issue or the Investors decision to invest continue to invest in the debt securities
Directors of the Company represent that there have been no material developments at the time of issue or subsequent to the issue which would materially and adversely affect or are likely to affect the business of the Company or the value of its assets or its ability to pay its liabilities
OTHER INFORMATION AND ISSUE PROCEDURE
The Debentures being offered as part of the Issue are subject to the provisions of the Act the Memorandum and Articles of Association of the Issuer the terms of this Information Memorandum Disclosure Document Application Form and other terms and conditions as may be incorporated in the Debenture Trust Deed and other Security Documents
Issue of Debentures in Dematerialised Form The Debentures will be issued in dematerialized form The necessary arrangements are being made with the Depositories for the issue of the Debentures in dematerialised form Investors will have to hold the Debentures in dematerialised form as per the provisions of Depositories Act 1996 The Company shall take necessary steps to credit the Debentures allotted to the depository account of the Investor
Trustee for the Debenture holder(s) The Issuer has appointed ILampFS Trust Company Limited to act as trustee for the Debenture holder(s) The Issuer and the Debenture Trustee intend to enter into the Debenture Trust Deed inter alia specifying the powers authorities and obligations of the Debenture Trustee and the Issuer The Debenture Trustee shall act based on the provisions of the Debenture Trust Deed The Debenture Trustee will at all times protect the interest of the Debenture holder(s) in accordance with the Debenture Trust Deed
Resignation and Removal of Debenture Trustee The Debenture Trustee and the Company declares that they shall not revoke the Trust hereby declared till the Debentures are redeemed in full The Debenture Trustee may at any time without assigning any reason and without being responsible for any loss or costs occasioned thereby resign as the Debenture Trustee provided that they shall continue to act as Debenture Trustee until a successor trustee is appointed by the Company The Debenture Trustee may also be removed by majority Debenture holders without assigning any reason as per Debenture Trust Deed
Sharing of Information The Issuer may with the written consent of the Debenture holder(s) exchange share or part with any financial or other information about the Debenture holder(s) available with the Issuer with its subsidiaries and affiliates and other banks financial institutions credit bureaus agencies statutory bodies as may be required
Debenture holder not a Shareholder Subject to the Debenture Trust Deed the Debenture holder(s) shall not be entitled to any right and privileges of shareholders other than those available
to them under the Act The Debentures shall not confer upon the Debentt5~r)(~IifI~
holders the right to receive notice(s) or to attend and to vote at any ge111- ~~ meeting(s) of the shareholders of the Issuer (5[ )~
r-)e i3 gt ~
Page 35 of 60--gt
Modification of Debentures or Information Memorandum Disclosure Document The Issuer may make modifications in the Information Memorandum Disclosure Document only upon receiving consent from the Debenture Trustee who in turn shall seek approval from majority Debenture holder(s)
Notices Any notice may be served by the Issuer upon the Debenture holders through post email fax or personal delivery addressed to such Debenture holder at his her registered address and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof All notice(s) to be given by the Debenture holder(s) shall be sent by post or email or fax or by hand delivery to the Issuer or to such persons at such address as may be notified by the Issuer from time to time through suitable communication and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof or at the expiry of the 3 rd day from the date such notice is dispatched whichever is earlier All correspondence regarding the Debentures should be marked Private Placement of Debentures
All notices from the Issuer shall be sent to the Debenture Trustee with copies to the Debenture Holders All notices to be sent by the Debenture Trustee to the Issuer andor the Promoters shall first be sent to the Debenture Holders for Debenture Holder Approval in terms of the Debenture Trust Deed The Debenture Trustee shall ensure and procure that any notice received by the Debenture Trustee from the Issuer andor the Promoters is shared by the Debenture Trustee with all the Debenture Holders of the Issuer within a period of 2 (two) Business Days from the date of receipt of such notice and in every event before the Debenture Trustee responds to such notice
Issue Procedure Only Eligible Investors as given hereunder may apply for the Debentures by completing the application form in the prescribed format as attached in Annexure 7 (Application Form) in BLOCK LETTERS in English as per the instructions contained therein The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the Application Form No application can be made for a fraction of a Debenture Application Forms should be duly completed in all respects and applications not completed in the said manner are liable to be rejected
The name of the applicants bank type of account and account number must be duly completed by the applicant This is required for the applicants own safety and these details will be printed on the refund orders and interest redemption payments c~~ F~~~gt
~ll ~~
~( ~ )~~Jy 11 ~
~ ~
Page 36 of60-~-~ ~
The Application Form must be accompanied by either demand draft(s) or cheque(s) drawn or made payable in favour of the Issuer or otherwise as may be set out in the Application Form and crossed Account Payee Only Cheque(s) or demand draft(s) may be drawn on any bank including a coshyoperative bank which is a member or a sub-member of the New Delhi Bankers Clearing House located If permitted the applicant may transfer payments required to be made in relation to any by electronic transfer of fundsRTGS to the bank account of the Issuer as per details mentioned in the Application Form
Application Procedure Eligible Investors will be invited to subscribe by way of the Application Form prescribed in the Information Memorandum Disclosure Document during the period between the Issue opening date and the Issue closing date (both dates inclusive)
Fictitious Application As a matter of abundant caution and although not applicable in the case of debentures attention of applicants is specially drawn to the provisions of sub-section (I) of Section 68A of the Act
Any person who (a) makes ina fictitious name an application to a company for acquiring or subscribing for any shares therein or (b) otherwise induces a company to allot or register any transfer of shares therein to him or any other person in a fictitious name shall be punishable with imprisonment for a term which may extend to five years
Basis ofAllotment The Investors will be required to remit the funds as well as submit the duly completed Application Form along with other necessary documents to Issuer by the Deemed Date of Allotment Deemed Date of Allotment for the Issue is 23-10-2013 by which date Investors would be intimated of allotment
Record Date The date falling seven days prior to the Due Date or if it happens to be a holiday then the immediately succeeding Business Day shall be the Record Date
Eligible Investors Only those Investors who have been addressed through a communication directly are eligible to apply No other Investor can apply All Investors are required to comply with the relevant regulationsguidelines applicable to them for investing in this issue of Debentures
Note Participation by potential Investors in the issue may be subject to statutory andor 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 ~egulatory requirements applicable t them inclu~i~~lctUi~ exchange controls and other requIrements Applicants ought to seek Independent l~~ -~lti and regulatory advice in relation to the laws applicable to them rtf ~t
Page 37 o~-) ~~
Application under Power of Attorney Original power of attorney or the relevant authority together with its certified true copy as the case may be along with the names and specimen signatures of all the authorized signatories and the tax exemption certificate document if any must be lodged at time of submission of the completed Application Form Further modifications additions in the power of attorney or authority should be notified to the Company at its registered office
Procedure for applying for Dematerialised Facility
I The applicant must have at least one beneficiary account with any of the Depository Participants of NSDLCDSL prior to making the application
2 The applicant must necessarily fill in the details (including the beneficiary account number and Depository Participants ID) appearing in the Application Form under the heading Details for Issue of Debentures in ElectronicDematerialised Form
3 Debentures allotted to an applicant will be credited directly to the applicants respective beneficiary account(s) with the Depository Participants
4 For subscribing to the Debentures names in the Application Form should be identical to those appearing in the account 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 in the Depository
5 Non-transferable allotment advicerefund orders will be directly sent to the applicant by the Registrar and Transfer Agent to the Issue
6 If incompleteincorrect details are given under the heading Details for Issue of Debentures in ElectronicDematerialised 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
7 For allotment of Debentures the address nomination details and other details of the applicant as registered with hisher DP shall be used for all correspondence with the applicant The applicant is therefore responsible for the correctness of hisher demographic details given in the Application Form vis-a-vis those with hisher Depository Participant In case the information is incorrect or insufficient the Issuer would not be liable for the losses if any
8 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 t- ~gti)L~-~(i ~page380~ ~
~nmiddotmiddotmiddotmiddot-middotmiddotmiddotmiddot ~lt---plusmn
Documents to be provided by Eligible Investors
Investors need to submit the following documentation as applicable
Memorandum and Articles of Association or other constitutional documents
Resolution power of attorney authorising investment
Specimen signatures of the authorised signatories duly certified by an appropriate authority
bull SEBI registration certificate (if applicable)
Copy ofPAN Card to be submitted
bull Application fonn (including RTGS details)
Mode of Payment All payments must be made through cheque(s)draft(s)transfersRTGS as set out in the Application Form
Depository Arrangements The Company has appointed Skyline Financial Services Private Limited as the Registrar and Transfer Agent for the present Issue and the Company shall make necessary depository arrangements with CDSL and NSDL for issue and holding of Debentures in dematerialised form
List of Beneficiaries The Issuer shall request the Depositories to provide a list of beneficiaries as at the end of the relevant Record Date This shall be the list which will be used for payments of interest or repayment of redemption monies or any other amounts payable on the Debentures as the case may be
Effect of Holidays Should any of the dates defined above or elsewhere in this Information Memorandum Disclosure Document (except the Deemed Date of Allotment) fallon a day other than a Business Day the immediately succeeding Business Day shall be considered as the effective date(s) In case Record Date book closure date falls on a day other than a Business Day the Business Day the succeeding day shall be the record date book closure date
Tax Deduction at Source Tax as applicable under the Income Tax Act 1961 or any other statutory modification or re-enactment thereof will be deducted at source on the interest payable on the Debentures Tax exemption certificatedocumentform under section 193 of the Income Tax Act 1961 if any must be lodged at th~ Registered Office of th~ Issuer at least fiftee~~~middot(iJ2~~ (15) days before the relevant mterest payment becommg due (~ 1
i t IJ W7i$0 ~---Page 39 of 6O____~ti-----
Letters of Allotment The Issuer shall issue a Letter of Allotment to each Debenture holder on the Deemed Date of Allotment The Debentures will be subsequently credited in dematerialised form within 2 (two) Business Days from the Deemed Date of Allotment
Deemed Date of Allotment All the benefits under the Debentures will accrue to the Debenture holders from the date of receipt of the application monies The actual allotment may take place on a date other than the Deemed Date of Allotment
Refunds For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within seven days from the Deemed Date of Allotment of the Debentures 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
Joint Holders Where two or more persons are holders of any Debenture(s) they shall deem to hold the same as joint tenants with benefits of survivorship
Mode of Transfer Debentures shall be transferred subject to and in accordance with the rules procedure as prescribed by the NSDL CDSL Depository participant of the transferor transferee and any other applicable laws and the rules notified in respect thereof 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 Transferor shall give delivery instructions containing details of the transferees DP account in his depository participant
Succession In the event of demise of Debenture holder the Company will recognize the executor or administrator of the deceased Debenture holder or the holder of succession certificate or other legal representative as having title to the Debentures The Company shall not be bound to recognize such executor administrator or holder of the succession certificate or other legal representatives as having title to the Debentures unless such executor or administrator obtains probate or letter of administration or such holder is the holder of succession certificate or other legal representation as the case may be from a competent Court in India having jurisdiction over the matter The Company may in their absolute discretion where it thinks fit dispense with production of probate or letter of administration or succession ~--~gt
l
certificate or other legal representation in order to recognize such holder ~1 ~)t)
Page 40 of6~ Vv pound ~o-middot~-
bull ~f V
being entitled to the Debentures standing in the name of deceased Debenture holder on production of sufficient documentary proof or indemnity
Nomination In the event of however a deceased Debenture holder(s) having nominated any person entitled to be registered as the Debenture holder in the event of his death such nominee shall be registered as the Debenture holder in place of the deceased Debenture holder
Page 41 of 60 shy
OTHER REGULATORY AND STATUTORY DISCLOSURES
Stock Exchange Disclaimer Clause It is to be distinctly understood that filing of this Information Memorandum Disclosure Document with the Stock Exchange should not is any way be deemed or construed that the same has been cleared or approved by the Stock exchange The Stock Exchange does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue has been made or for the correctness of the statements made or opinions expressed in this Information MemorandumDisclosure Document
Listing Disclaimer The Debentures are proposed to be listed on the Wholesale Debt Market segment of the BSE The Company shall comply with the requirements of the listing agreement to the extent applicable to it on a continuous basis and shall complete all formalities relating to listing of the Debentures
Companys Disclaimer Clause The Company certifies that the disclosures made in this Information MemorandumDisclosure Document are generally adequate and III
conformity with SEBI Regulations Further the Company accepts no responsibility for statements made otherwise than in the Information MemorandumDisclosure Document or Security Documents or any other material issued by or at the instance of the Company and anyone placing reliance on any source of information other than this Information Memorandum Disclosure Document and the Security Documents would be doing at their own risk and the Company will not be liable for such reliance
Issue of Debentures in Dematerialised Form The Debentures will be issued only in dematerialized form The Issuer has made arrangements with the Depositories for the issue of the Debentures in dematerialized form Investors will have to hold the Debentures in dematerialized form as per the provisions of Depositories Act 1996
Consents ILampFS Trust Company Limited has given its written consent for its appointment as debenture trustee to the Issue under Regulations 4(4) of the SEBI Regulations and inclusion of its name in the form and context in which it appears in this Information Memorandum Disclosure Document __
4ti)~ ~ A )ro)
C
Page 42 of60
ANNEXURE 1 SUMMARY TERM SHEET
--------------------------------------------------------------------------- shyIssuer Orris Infrastructure Private Limited
Instrument Secured Cumulative Redeemable Non-Convertible Debentures
Total number of 200 NCDs Face Value ~ 10000000- (Rupees One Crore only) per Debenture
Issue Size ~ 2000000000- (Rupees Two Hundred Crores only)
Issue Price At its face value ie ~ 10000000- (Rupees One Crore only) per Debenture
Mode of Private Placement Placement Object of the The proceeds from the issue shall be utilized for the general Issue corporate purposes of the Company
Form of listed Dematerialised issuance Deemed Date of 23-10-2013 or any other date as decided by the Issuer Allotment
Tenor 48 (forty eight) months from the Deemed Date of Allotment
Redemption After expiry of the Moratorium Period the Issuer shall redeem the Debentures in equal monthly installments over a period of 33 (thirty three) months on each Due Date subject to premature redemption as permitted under the Debenture Trust Deed
Moratorium Period of 15 (Fifteen) months from the Deemed Date of Allotment Period Interest Rate Interest will be payable at the interest rate of 20 (Twenty percent)
per annum payable monthly on the Outstanding Amounts as per the Payment Schedule (refer Annexure 2 to this Information Memorandum Disclosure Document)
The first installment for interest payment shall also include an additional amount equivalent to 125 (one point two five percent) of the issue size (excluding any applicable taxes) to the Debenture holders in proportion to the Debentures held by them
Market Lot One (1) Debenture
Minimum Application
Early Repayment
Escrow Mechanism
------shy
Subject to the conditions specified in the Debenture Trust Deed (Premature Redemption) the Issuer shall have a onetime option to prematurely redeem in a single tranche and not exceeding 25 (twenty five) of the outstanding Debenture Principal Amount at any time after expiry of the 24 (twenty four) months from the Deemed Date of Allotment till the expiry of 30 (Thirty) months of the Deemed Date of Allotment (Premature Redemption Period) The Premature Redemption shall be exercised in a single tranche and shall be subject to fulfillment of each of the following conditions that the Company prematurely redeems Debentures equivalent to an amount in the multiples of ~ 50000000- (Rupees Five Crores Only) with the minimum amount being ~ 150000000- (Rupees Fifteen Crores Only) for redemption in excess of the amounts permitted for Premature Redemption as specified above the Issuer shall pay a premature redemption premium of 2 (two percent) on the amount being redeemed and paid by the Issuer plus applicable service tax or other statutory levy if any subject to deduction of income tax at the rate prescribed under the Income Tax Act 1961 (Premature Redemption Premium) subject to the Escrow Mechanism below the Issuer shall have the option to prematurely redeem the Debentures after the expiry of the Premature Redemption Period without paying any Premature Redemption Premium provided such amounts are in accordance with sub-clause (a) above and any redemption of Debentures by the Issuer in accordance with this Deed shall be proportionate redemption of all the Debentures together through reduction in face value of each Debenture Further the redemption of the Debentures may be carried out in accordance with the Escrow Mechanism mentioned below
All receivables from the Project will be deposited by the Company in an Escrow Account All monies deposited in the Escrow Account shall be utilized in following order Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal with respect to the Debentures Only upon satisfaction of the requirement of (1) and (2) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account towards withdrawal of upto ~ 900000000 (Rupees Ninety Crores only) by the Company After withdrawal of ~ 900000000 (Rupees Ninety Crores only) by the Company
Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal witl]_x~secttyct to
-_8f~~the Debentures (f~X-~~~
~ ) Page 44 amp1 ~____~i
--------------------------------------- -- -------------
Debt Service Reserve Account (DSRA)
Put Option
Issue open on
Issue closed on
Basis for Interest calculation
Listing
Depository
Credit Rating
Security
Only upon satisfaction of the requirement of (a) and (b) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account 60 (Sixty percent) of any further monies in the Escrow Account shall be used to accelerate the redemption of the Debentures and the remaining 40 shall be withdrawn by the Company
Shall mean an amount being not less than ~ 60000000 (Rupees Six Crores only) to be maintained by the Company in the Escrow Account at all times
In the event of a default as defined iIi the Debenture Trust Deed the Debenture Trustee (on instructions from the Debenture holders) can exercise a put option on the Promoters to buy back the entire outstanding Debentures
04-10-2013 or any other date as decided by the Issuer
23-10-2013 or any other date as decided by the Issuer
Interest payable on the Debentures shall accrue on a day to day basis and shall be computed on the basis of 365 (Three Hundred Sixty Five) days divided equally for each of the twelve calendar months
At the WDM segment of the BSE
NSDL and CDSL
ICRA B+ by ICRA Limited
The Debentures together with any interest accrued thereon and outstanding amounts Debenture Trustees remuneration and all costs charges expenses and all other monies due in respect of the Debentures shall be secured by
First and exclusive charge on all Project Receivables through the Deed of Hypothecation together with the Escrow Agreement and such charge will be superior to any other claims on the Project Receivables First and exclusive charge on all amounts lying to the credit of the Escrow Account under the Deed of Hypothecation First and exclusive charge by way of equitable mortgage on the Commercial Property (Mortgaged Property) through execution of a registered Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property in favour of the Debenture Trustee together with a declaration cum undertaking from CDPL declaring the creation of mortgage by deposit of titly-~Si~6d~~ the
I-SI ~~
Page 4~60
----------------------------------------------------------------------------------Commercial Property in terms of the memorandum of entry Equitable mortgage and exclusive charge over FSI equivalent to 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of the Commercial Project together with all the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
Exclusive charge over all the rights title interest benefits claims demands of any nature whatsoever of the Company under andor in respect of the CDPL Collaboration Agreements for development and construction of the Commercial Colony and the entire FSI in the Commercial Project along with proportionate undivided interest in the underlying land and without limitation the following the right to compel performance thereunder and to substitute or be substituted for the Company thereunder and to substitute and be substituted thereunder for the Company thereunder and to commence and conduct either in the name of the Company or in its own name or otherwise any proceedings against any person in respect of any breach of the CDPL Collaboration Agreements and all claims of the Company including in any proceedings against all or any such persons to any amounts owing to or received by the Company thereunder and the rights and benefits of all Approvals to the extent capable of assignment together with the right to further assign any of the CDPL Collaboration Agreements and such Approvals to any Person Pledge of shares representing the entire issued and paid up share capital of CDPL under the Deed of Pledge Personal Guarantee of Sh Vijay Gupta Sh Amit Gupta and Smt Kusum Gupta and Cheques
Security Creation The Security shall be created in the favour of the Debenture Trustee on or before the Deemed Date of Allotment
Representation The representations and warranties of the Company will be set out and Warranties in the Debenture Trust Deed
Event ofDefault All events of default as set out in the Debenture Trust Deed
Upon occurrence of such event of default Debenture Trustee shall (on instruction from the Debenture holders) issue a written notice of default to the Company and grant to the Company a cure period in accordance with the terms of Security Documents
The consequences of an event of default shall be governed_lgtY the provisions in the Security Documents and shall inclu9~~ayfu~i1t of
default interest and enforcement of the Security in the manner specified In the Security Documents including appointment of nominee director(s)
Default Interest An additional interest of 4 pa (four percent per annum) over and Rate above the Interest Rate (as defined hereinafter) (viz the default
interest rate shall be 24 (twenty four percent) payable in relation to the Debentures and the Outstanding Amounts payable In accordance with Security Documents
Registrar and Skyline Financial Services Private Limited Transfer Agent
Compliance All provisions clauses regulations specified by GOISEBIRoCBSE with respect to issue and listing of Redeemable and Secured Non-Convertible Debentures shall be complied with by the Company
Assignment Each Investor may transfer or dispose a part or the whole of its Transferability Debentures without the Companys consent
Governing Law The governing law will be the laws of India and the parties submit to and Jurisdiction the exclusive jurisdiction of the courts in Delhi
~-~---~-~
u c tL ~If) -~~-J bull (
Page 47 of60
ANNEXURE 2 PAYMENT SCHEDULE
Due date
Month 0
Last Day ofMonth 1
Last Day ofMonth 2
Last Day ofMonth 3
Last Day ofMonth 4
Last Day ofMonth 5
Last Day ofMonth 6
Last Day of Month 7
Last Day ofMonth 8
Last Day of Month 9
Last Day of Month 10
Last Day of Month 11
Last Day of Month 12
Last Day of Month 13
Last Day of Month 14
Last Day ofMonth 15
Last Day of Month 16
Last Day of Month 17
Last Day of Month 18
Last Day ofMonth 19
Last Day ofMonth 20
Last Day of Month 21
Last Day of Month 22
Last Day ofMonth 23
Last Day of Month 24
Last Day ofMonth 25
Last Day of Month 26
Last Day ofMonth 27
Outstandino D b t b
e en nre1 su )scrIptlOn amount
I dat mont I en
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
1939393939
1878787879
1818181818
1757575758
1696969697
1636363636
1575757576
1515151515
1454545455
1393939394
1333333333
1272727273
I nterest
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
32323232
31313131
30303030
29292929
28282828
27272727
26262626
25252525
24242424
23232323
22222222
Debenture Payment to I t D b tSll )SCrIP Ion e en nre
t H Idamoun 0 ers
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
60606061 93939394
60606061 92929293
60606061 91919192
60606061 90909091
60606061 89898990
60606061 88888889
60606061 87878788
60606061 86868687
60606061 85858586
60606061 84848485
60606061 83838384
60606061 8~~3 j()gt t~( S( )Page48~60
-
Due date su
Last Day of Month 28
Last Day of Month 29
Last Day of Month 30
Last Day of Month 31
Last Day ofMonth 32
Last Day of Month 33
Last Day of Month 34
Last Day of Month 35
Last Day of Month 36
Last Day of Month 37
Last Day of Month 38
Last Day of Month 39
Last Day of Month 40
Last Day of Month 41
Last Day of Month 42
Last Day of Month 43
Last Day of Month 44
Last Day ofMonth 45
Last Day of Month 46
Last Day of Month 47
Last Day of Tenor
Outstandino D b t b
b ~ t~n ure t SCrIp Ion amoun
t th da mon en
1212121212
1151515152
1090909091
1030303030
969696970
909090909
848484848
787878788
727272727
666666667
606060606
545454545
484848485
424242424
363636364
303030303
242424242
181818182
121212121
60606061
Debentme Payment to Interest subscription
t amoun Debenture
H ld0 ers
21212121 60606061 81818182
20202020 60606061 80808081
19191919 60606061 79797980
18181818 60606061 78787879
17171717 60606061 77777778
16161616 60606061 76767677
15151515 60606061 75757576
14141414 60606061 74747475
13131313 60606061 73737374
12121212 60606061 72727273
11111111 60606061 71717172
10101010 60606061 70707071
9090909 60606061 69696970
8080808 60606061 68686869
7070707 60606061 67676768
6060606 60606061 66666667
5050505 60606061 65656566
4040404 60606061 64646465
3030303 60606061 63636364
2020202 60606061 62626263
1010101 60606061 61616162
The interest payment on the first Due Date shall vary depending on the date onwh~h the
application monies for Debentures arc received til 1~~1
1bull kAij~ lt laquo~~gt ~
-
--
Page 49 of60
ANNEXURE 3
UNDERTAKING BY THE COMPANY
The Company undertakes that bull In the event the Debentures are issued in physical form the Company
shall use a common form of transfer
bull It will provide on a half yearly basis a compliance certificate duly certified by the Debenture Trustee to the Debenture holders in respect of compliance with the terms and conditions of Issue as contained in this Information Memorandum Disclosure Document and
bull Every credit rating obtained shall be periodically reviewed by the Credit Rating Agency and any revision in the rating shall be promptly disclosed by the Company to the Stock Exchange Any change in rating shall be promptly disseminated to Debenture holders and prospective Investors in such manner as the BSE may determine from time to time All information and reports on the Debentures including compliance reports filed by the Company and the Debenture Trustee shall be disseminated to the Debenture holders and the general public by placing them on the website of the Company and shall through the Debenture Trust Deed request the Debenture Trustee to place the same on its website
bull The above Information Memorandum Disclosure Document IS
compliant with all disclosures required to be made for listing of senior non-convertible debentures on a private placement basis on a recognized stock exchange as specified in Schedule I under Regulation 21 of the Securities and Exchange Board of India (Issuing and Listing of Debt Securities) Regulations 2008
laquo~~(~I0~~ For o~InCr ~cture Private Limited
~~WIVijay~
(Chairman)
Page 50 of60
ANNEXURE 4
CREDIT RATING LETTER FROM ICRA LIMITED
Ie R A Limited
Ref DRAT2013-140-362
Mr Sanjay Aggarwal VP - Accounts amp raxation Orris Infrastructure Private Limited J-105 DLF Phase -II MG Road Gurgaon - 122002 Haryana
May 21 2013
Dear Sir
Rc ICRA-assigned Credit Rating for Rs 200 crore NCD Programmc of Orris Infrastructurc l)rivate Limited (instrument details in Annexure)
Please refer to your Rating Requisition dated May 112013 and the subsequent Rating Agreement of May 162013 for carrying out the rating of the aforesaid Bond Programme The Rating Committee
of ICRA after due consideration has assigned a [ICRAIB+ (pronounced as ICM B plus) rating
to the captioned Bond Programme
We would appreciate if you can sign on the duplicate copy of this letter and send it to us within 7
days from the date of this letter as confirmation about the use of the assigned rating The rationale
for assigning the above rating will be sent to you on receipt of your confirmation about the use of our rating as above Any intimation by you about the above rating to any BankerLending
AgencyGovernment AuthoritiesStock Exchange would constitute use of this rating by you
This rating is specific to the terms and conditions of the proposed issue as was indicated to us by you
and any change In the tenns or size of the issue would require the rating to be reviewed by us If
there is any change in the terms and conditions or size of the instrument rated as above the same must be brought to our notice before the issue of the instrument If there is nny such change after the
rating is assigned by us and confirmed to use by you it would be subject to our review and may result in change in the rating assigned
ICRA reserves the right to suspend withdraw or revise the above at any (ime on the basis of new information 01 unav~ilability of information or such other circumstances which ICRA believes may
have an impact on the rating assigned to you
The rating as aforesaid howeVer should not be treated as a recommendation to buy sell or hold the
bonds to be issued by you If the instrument rated as above is not issued by you within a period of 3
BuUding No 5 2 Floor TeL + 91 - 124 - 4545300 wOiosite wwwicraJn Tower A DLF cyber City Fax + 91 - 124 - 4050424 email infoicralndiacom Phase ll Gurgaon 122002
Regd Office 1105 Kailash Building 11 Floor 26 Kastuma Gandhi Marg NeW Delhi - 110001
RATING RES EAR eli INFORMATION
months from the date of this letter communicating the rating the same would stand withdrawn unless
revalidated before the expiry of 3 months
You arc required to forthwith inform us about any default or delay in repayment of intcrest or
principal amount of the instrument mtcd as above or any other debt instruments borrowing Y nu are also required to keep llS forthwith informed of any other devclopments which may have a direct
or indirect impact on the debt servicing capability of the company including any proposal for reshy
schedulement or postponement of the repayment programmes oCthe dues debts of the company with
any lendcr(s) investor(s)
You are required to inform us immediately as and when the borrowing limit for the instrument rated
as above or as prescribed by the regulatory authority (ies) is exceeded
We thank you for your kind cooperation extended during the course of the rating exercise Should
you require any clarification please do not hesitate to get in touch with us
With kind regards
Yours sincerely
for IeRA Limited
-- Iobit Inamdar S (Senior Vice President) (Analyst)
Page 52 of60
Annexure
Details of the bank limits rated by leRA (Rated on long term seale)
Page 53 of60
I eRA limited AIIA~fIiI ofMoltldyIInvllllttmI ~
Ref DRATfl013middot140middot3611
Date August 222013
MI Sanjay AggarwaJ VP - Accounts amp Taxation Orris Infrastructure Private Limited JmiddotIO5 DLF Phasemiddotll MG Road Gurgaonmiddot J22002 Haryana
Dear Sir
Re leRA ruting for Rs 2000 crote NCD Progrumme of Orris Infrastructure Private Umlted
This is with reference to your letter dated August 9 2013 for re-validating your rating for the Rs 200 erore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Boods programme ofyour company and last communicated to you vide QuI letter dated May 212013 stands The other terms and conditions for the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DlRAT12013middot 1410-362 dated May 2013 stands
With kind regards For lCRA Limited
(Senior Vice President)
T~middot + 91middot 124 bull ~ website VWW bulliCfSio fw + 91 124 -~ email info~middoticralndiagtcom
Page 54 of60
Ie R A Lim
Ref DfRAT2013-14O-364
Date October 03 2013
Mr Sanjay Aggarwal VP - Accounts amp Taxation Orris Infrastructure Private Limited J-105 DLF Phasemiddotmiddotll MG Road Gurgaon - 122002 Haryana
Dear Sir
Re ICRA rating for Rs 2000 crOTe NCD Programme of Orris Infrastructure Private Limited
This is with reference to your letter dated September 03 2013 for re-validating your rating for the Rs 200 crore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Bonds programrne of your company and last conununicated to you vide our letter dated August 22 2013 stands The other terrns and conditions fur the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DRATI2QI3middot 14()362 dated May WI3 stands
With kind regards For [eRA Limited
Vi (Senior Vice President)
Buildlng No 2 Iloot Tel + 81 124 - 4545300 websf1e WWWJCf8D
Tower A Cyber Oily Fax + 91 124 bull 4000424 ilImaH lnfoicralfldliLcof1
Phase II Gurgaonmiddot 1~
Regd Offictl noo iltailash Building i 1 Floor 26 KDtwoo Qandhi Marg New Delhi bull 110001
RATING RES EAR C H INfORMATION
Page 55 of60
ANNEXURE 5
CONSENT LETTER FROM DEBENTURE TRUSTEE
Ref No 1750 ITCL JUtmiddots I ru~1 Company Limilt~d
September 30 2013
Orris Infrastructure Private limited (Company) Jmiddot105 OLF PhaSe - 11 MG Road Gurgaon 122002
Kind Attention Mr Vljay Gupta Director
Sub listed Secured Redeemable Non Convertible Debentures (NCDs) aggregating to Rs 200 crs proposed to be issued by the Company on private placement basis
Dear Sirs
This is with reference to our discussion regarding appointment of ILampFS Trust Company limited (ITCL) as Debenture Trustee for the proposedlssue of listed Secured Redeemable NCDsof Rs 1 crore each aggregating to Rs 200 crs to ~ issued by the Company on private placement basis In this regard VIle do hereby give out consent to act as the Debenture Trustee subject to the Company agreeing to the following conditions
1 The Company agrees and undertakes to create the securities over such terms and conditions as detai~d in the signed Information Memorandum as submitted to us and execute the Debenture Trust Deed and other necessary security documents as required
2 The Company agrees amp undertakes to pay Debenture Trustees so long as they hold the office of the De~nture Trustee remuneration as stated in appointment letter dated July 30 2013 for the services as Debenture Trustee in addition to all legal travelling and other costS charges and expenses which the Debenture Trustee or their officers employees or agents rnayiocur in relation to execution of the Debenture Trust Deed and all other documents affecting the Security till the monies in respect of the Debentures have been fully paid-off and the requisite formalities for satisfaction of charge in aU respects have been complied with
3 The Company agrees ft undertakes to comply with the provisions of SEal (Debenture Trustees) Reguliltions 1993 SE61 (Issue and Listing of Debt Securitles) Regulations 2008 SEBICircutar No$EaIIlMOOfgtl1Sondl2oo911 105 dated 11052009 on Simplified Listing Agreement for Debt Securities read with the SEBl Circular No SEBIIIMDDOF-1 tBONDlClr-5120o9 dated the 16th November 2009 the Companies Act 19l)6 ilnd other applicable proviSions I circulars guidelines etc as applicable and amended from time to time and agrees to furnish to Trustees such information in terms of the same on regular basis
Sincerely For ILftFS Trust Company lilDi~d
lL__~~ ~ ~ ~~~ --- ~
Authorized Signatory
lUfFS Finru1 Centre PloINo C 22 G Block 5th Floor Bjr Kurio Complex Bandra (Eastl Mumbamiddotmiddot 40(K)SI INDIA
Bangalor( Office ILEtFSTru1 (ompally Ltdbull ALmiddotLalheef 151 Floor No 2Unioll Slreet Offlnanlry Raad Banglore 5hlX)OI INDIA
New Delhi Offire ILftFSTrusl (ompY tId Amiddot26a lsI Ploor Bhishm Pithamah Marg DefencfCoony New Delhi - 110024 INDIA
Kolkala Offilaquo ILftfSTrusl Company Ltd ILIIFS Constantia lnlflPor n Dr11 lIt Bramachari Street Kolkata bull 700017 INDIA
Page 56 of60
ANNEXURE 6
CONSENT LETTER FROM REGISTRAR AND TRANSFER AGENT i
Skyline Financial Serrr)ices Pvt Ltd SEBI REGISTERED CATEGORY1 REGk)IRARS ampSHARE TRANSfRAtgtENT D153A Ht Floor () nol Area Ph bullbullbullI New Dolhmiddot llO 020 1 9 middot1126812682 2S612~83 EmiddotmaI nOlltyhOaccrn tte-oSi$ wwwSiltyllnfHla_all1
August 29 2013
MrVlneel Kumar Gupta
Sr Manaler Secretarial
Orris InfraSlrucllJre Private Limited
Orris la M G Road
Gurgaoo - 1iG 002 (Hr)
Sub Consent to aet as Registrar to Issue and TfBllSfer Agent
DearSJr
Thls1s in reference 10 YOllr email datild AugJS1 29 2013 We hereby give our consent to act as 21
Registrar to IsSue and Transfer Agent for your propOSed issue of 1O - conveo1ibledebentures Of Rs
20000 Crore (jl1d our name IS Registrar to i$sueandShare Transfer agent may please be included in
Thanking you Y()ursfailhfufy
Vice- President
Page 57 0[60
--
-------
ANNEXURE 7
APPLICA TION FORM
ORRIS INFRASTRUCTURE PRIVATE LIMITED Registered Office RZ-D-5 Mahavir Enclave New Delhi 110045
Corporate Office 1-105 DLF Phase II Mehrauli Gurgaon Gurgaon -122002
Application No ___ Date
Dear Sirs
VWe have read and understood the terms and conditions of issue by Orris Infrastructure Private Limited of senior secured cumulative redeemable Non-Convertible Debentures of face value ~ 10000000 (Rupees One Crores only) having a coupon rate of 20 pa on a private placement basis on the face value aggregating to ~ 2000000000- (Rupees Two Hundred Crores only) (Debenture) contained in the Information Memorandum Disclosure Document dated __2013 VWe bind ourselves to the terms and conditions as contained in the Information Memorandum Disclosure Document and wish to apply for allotment of these Debentures The amount payable on application as shown below is remitted herewith On allotment please place myour name(s) on the Register of Debenture holder(s)
(Please read carefully the instructions on the next page before filling this form)
No of Debentures applied No in figures No in words for
Amount (~)
Detal s I 0 f payment ChequesDemand Date Drawn on Bank DraftlRTGS Details
Applicants Name amp Address in full (please use capital letters)
Pin Code Telephone I Fax Email
I Status Bankin~ Company ( ) Insurance Company ( ) Other ( ) (specify in case of others) Name of Authorized Signatory Designation Signatures Signatoty
Details of Bank Account Bank Name amp Branch Nature ofAccount Account No IFSCINEFT Code middot)---~1
-- --
Depository Details
I1We the undersigned want to hold the Debentures of the Company in the dematerialised fonn Details of myour Beneficiary Account are given below
Depository Participant Name - shy
DPID
Beneficiary Account Number shy
Name of the Applicant
() II We understand that in case of allotment of Debentures to my lour Beneficiary Account as mentioned above would be credited to the extent of Debentures allotted
Taxpayers PAN I GIR No IT CircleIW ardlDistrict ( ) Not Allotted
Tax Deduction Status () Fully ( ) Tax to be ()Yes ONo Exempt deducted at
Source
I1We hereby understand that the Company has not provided and will not provide any material or other infonnation regarding the Debentures except as included in the Infonnation Memorandum Disclosure Document
Signature of the Applicant _________________(Tear here)__________
ACKNOWLEDGEMENT SLIP
Application No Date -- shyReceived From
1shy----------------------~
By ChequelDemand DraftlRTGS No
drawn on towards application for ______ Debentures (Chequesl Demand Drafts are subject to realisation)
For Orris Infrastructure Pvt Ltd
For all further correspondence please contact INFRASTRUCTURE PRIVATE LIMITED Tel +91 124-4979200
Page 59 of60
10
INSTRUCTIONS
You must complete application in full in BLOCK LETTERS IN ENGLISH
2 Your Signatures should be made in English or in any of the Indian languages
3 Application forms duly completed in all respects together with high value Cheques Pay Order Demand Drafts must be lodged at the Orris Infrastructure Private Limited Corporate Office (as provided above)
4 Payments through RTGS shall be made as follows
Beneficiary Account name Orris Infrastructure Private Limited IFSC Code UTIB0000056 Bank Account No 056010200015303 Bank Axis Bank Ltd Branch Sec-14 Gurgaon
5 The Cheque(s)Demand Draft(s) of high value clearing zone should be drawn in favour of ORRIS INFRASTRUCTURE PVT LIMITED and crossed Ale payee only Cheque(s)Demand draft(s) may be drawn on any scheduled bank and payable at Delhi
6 Mr Vineet Gupta as authorised representative of the Company will issue the Acknowledgement Slip (appearing below the Application Form) as acknowledgement of receipt of applications No separate receipt will be issued
7 You should mention your Permanent Account Number or the GIR number allotted under Income- Tax Act 1961 and the Income-Tax CirclelWardlDistrict In case where neither the PAN nor GIR number has been allotted the fact of non-allotment should be mentioned in the application form in the space provided
8 The application would be accepted as per the terms of the issue outlined in the Information Memorandum Disclosure DOC~fii
r1- -~0 gt tl~~ ~gt
j )j~ (~~ ~O
~ shy
Page 60 of60
d Equitable mortgage and exclusive charge over FSI equivalent to 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of the Commercial Project together with all the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
e Exclusive charge over all the rights title interest benefits claims demands of any nature whatsoever of the Company under andor in respect of the CDPL Collaboration Agreements for development and construction of the Commercial Colony and the entire FSI in the Project along with proportionate undivided interest in the underlying land and without limitation the following
(i) the right to compel performance thereunder and to substitute or be substituted for the Company thereunder and to substitute and be substituted thereunder for the Company thereunder and
(ii) to commence and conduct either in the name of the Company or in its own name or otherwise any proceedings against any person in respect of any breach of the CDPL Collaboration Agreements and
(iii) all claims of the Company including in any proceedings against all or any such persons to any amounts owing to or received by the Company thereunder and
(iv) the rights and benefits of all Approvals to the extent capable of assignment together with the right to further assign any of the CDPL Collaboration Agreements and such Approvals to any Person
(v) Pledge of shares representing the entire issued and paid up share capital of CDPL under the Deed of Pledge
(vi) Personal Guarantee of Sh Vijay Gupta Sh Amit Gupta and Smt Kusum Gupta and
(vii) Cheques
CDPL has consented to creation of charge over the entire FSI to the extent of 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of t
The said security shall be created in favor of the Debenture Trustee on or by the Deemed Date of Allotment
Obligors will ensure that market value of the above mentioned security will be at all times equal to the face value of the outstand~icitZt~ Debentures tp ---YZoltgtl
lSI r~
i~ ~r)Page 22 oK~-_
~~-___i
10 Board Authority The private placement of Debentures under this Information Memorandum Disclosure Document is being made pursuant to the resolution of the Board of Directors of the Company at its meeting held on June 24 2013
11 Rating and rating rationale ICRA has assigned a ICRA B+ (pronounced as ICRA B plus) rating to debentures programme of the Company to the extent of ~
2000000000- (Rupees Two Hundred Crores only) vide letter ref no DRAT2013-140-362 on May 212013 and revalidated vide letter ref no DRAT2013-140-363 on August 222013 The long-term rating carries a stable outlook A copy of the rating letter and its rationale from ICRA is enclosed as Annexure 4_ to this Information Memorandum Disclosure Document
12 Details of utilisation of the Issue Proceeds Our Board of Directors certifies that the proceeds of the Issue of Debentures shall be utilized for the general corporate purposes of the Company
13 Minimum Number of Debentures for Subscription The application must be made for a minimum of one (1) Debenture and in multiple of one (1) Debenture thereafter There is no maximum limit on the application
14 Listing The Debentures are proposed to be listed on the WDM segment of the BSE the details of which are provided below
The Bombay Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400001 Phone 91 22 227212334 Fax 91 22 22721919
The COJpany shall make an application to the BSE to list the Debentures to be issued and allotted pursuant to this Information Memorandum Disclosure Document and shall take all necessary steps to complete all the formalities relating to listing of the Debentures within 15 (fifteen) days from the date of closure of the Issue Date If such permission is not granted by the BSE within 15 (fifteen) days from the date of closure of the Issue or where such permission is refused by the BSE before the expiry of the 15 (fifteen) days from the closure of the Issue the Company shall at the option of the Debenture holders repay with interest (at the applicable Interest Rate) all monies received by it If the Company fails to repay such monies within 5 (five) days after the Company becomes liable to repay it then the default interest (at the applicable Default Interest Rate) shall also apply to the amount payable
by the Company over and above the applicable interest iP~d (OS4( i~
Page 23~~ ~Sl-C ~-_-)to ~--i-~-~
In connection with listing of Debentures with BSE the Company hereby undertakes to comply with all requirements of the Act applicable SEBI rules and regulations including Securities and Exchange Board of India (Issue and listing of Debt Securities) Regulation 2008 and the listing agreement with BSE
15 Market Lot The minimum lot size for trading of the Debentures on the Stock Exchange is proposed to be one (1) Debenture
16 Underwriting of the Issue The present Issue of Debentures has not been underwritten
17 Tax Benefits The Debenture holder(s) are advised to consider in their own case the tax implications in respect of subscription to the Debentures after consulting their respective tax advisor
18 Governing Law The Debentures shall be construed to be governed in accordance with the laws of India Any dispute arising thereof will be subject to exclusive jurisdiction of the courts in Delhi Over and above the aforesaid terms and conditions the said Debentures shall be subject to the terms and conditions of the Security Documents
19 Debenture Redemption Reserve The Company hereby agrees and undertakes to create a debenture redemption reserve as per the provisions of the Security Documents the Act and the rules regulations notifications and circulars issued by the Ministry of Corporate Affairs and if during the currency of these presents any guidelines are formulated (or modified or revised) by the Central Government or any government agency or corporation having authority under Law in respect of creation of debenture redemption reserve applicable to the Debentures the Company shall duly abide by such guidelines and execute all such applicable supplemental letters agreements and deeds of modifications as may be statutorily required by the Debenture holders or the Debenture Trustee
20 Undertaking to use a Common Form of Transfer The issue of Debentures shall be made in dematerialized form only and no Debentures will be issued in physical form However the Company will use a common transfer form for physical holdings if at a later stage there is any holding in physical form due to the depository giving any Debenture holder the option to rematerialize the Debentures
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
The following contracts documents not being contracts entered into in the ordinary course of business carried on by the Company or entered into more than two years before the date of this Information Memorandum Disclosure Document which are or may be deemed material have been entered into by the Company These material contracts or documents may be inspected at the Registered Office of the Issuer from 1000 am to 100 pm on all working days from the date of this Information Memorandum Disclosure Document until the date of closure of this Issue
Material Contracts 1 Copy of the letter from Skyline Financial Services Private Limited to the
Company giving their consent to act as the Registrar and Transfer Agent to the Issue
2 Copy of letter from ILampFS Trust Company Limited to the Company giving their consent to act as the Debenture Trustee to the Issue
Material Documents L Memorandum and Articles of Association of the Company as amended
from time to time
2 Credit rating letter from ICRA Limited
3 Copy of Certificate oflncorporation of the Company dated July 262006
4 Certified true copy of the resolution dated June 24 2013 approving the issue of Debentures and creation of securities on the term and conditions stated in this Information Memorandum Disclosure Document
5 Copy of Tripartite Agreement dated 17-02-2011 between the Company the Registrar and Transfer Agent and the CDSL (Depository)and Copy of Tripartite Agreement dated 03-03-2011 between the Company the Registrar and Transfer Agent and the NSDL (Depository)
6 Copies of Audited Financials of the Company for the last three financial years
DISCLOSURE ON EXISTING FINANCIAL INDEBTNESS
1 Details of Secured Borrowings4
Ao The secured loans of the Company outstanding as on March 312013 is as follows
(Amount in f)
Details of Vehicle Loans Axis Bank October 27 1390055 EMI Start date- Hypothecated to Limited 2010 December 10 2010 Axis Bank (BMW) Closure date- Limited
November 10 2013 HDFC March 09 2472342 EMI Start Date Hypothecated to Bank 2012 April 052015 HDFC Bank Limited Closure Date - April Limited (BMW) 052015
None of the above loans is secured against any of the security (as detailed in Offer Details section above)
B The Secured Debentures of the Company outstanding as on March 312013 are as under
ILampFS Secured 17 Monthly 1 14th part of the first floor Trust Redeemable installment (without Roof Right) being 45 Company Non- pa s Start sq yards out of 180 sq yards of Limited Convertible date- the first floor constructed on
Debentures 2205201 free-hold land bearing plot No Series shy I of 1 RZ-D-5 First Floor Mahavir aggregate Closure Enclave New Delhi -110045 face value of dateshy admeasuring 180 sq yards out 2202201 ofkhasra number 8314 35000000 4 situated in the area of village 0- (Rupees Palam now known as Mahavir Thirty Five Enclave Block -D New Delhi-Crores) 110045 issued at a discount of 2 Mortgage assignment of all the 17513shy rights title and interest
4 The figures are as per the audited balance Sheet for the financial year ending March 31 2013
----- shy
(Rupees whatsoever of the Company in Seventeen to under andor in respect of Thousand the collaboration agreements Five dated 27102007 and Hundred 01072010 executed with CDPL and Thirteen for development and only) on the construction of the Commercial face value Complex and sale of FSI to the (being ~ extent of 625000 Sq Ft along 10000001- with proportionate interest in (Rupees Ten the underlying land inl of the Lakhs only)) Commercial Complex of each debenture 3 Out of the total sanctioned FSI
of 702871 Sq Ft of Commercial Complex mortgage and charge over FSI equivalent to 625000 Sq Ft including prorata share over all that piece and parcel of free hold land admeasuring 95 acres (approx located at Sector 82A Gurgaon Haryana India over which the Commercial Complex is proposed to constructedI developed together with proportionate buildings and structures thereon AND the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
4 Pledge of entire issued equity share capital of CDPL
5 Post-dated cheques
6 Personal Guarantee of the Promoter viz Mr Vijay Gupta
ILampFS Secured 17 Monthly 1 114th part of the first floor Trust Redeemable installment (without Roof Right) being 45 Company Non- pa s Start sq yards out of 180 sq yards 0 f Ltd Convertible date- the first floor constructed on
Debentures 1506201 free-hold land bearing plot No Series - II of 1 RZ-D-5 First Floo~ M~ct[~ aggregate Closure Enclave New DelhI -11
-_ ()-4~-----
ltshy -
---- ----- ---------------shyface value of date- admeasuring 180 sq yards out ~ 1505201 of khasra number 83 14 42500000 4 situated in the area of village 0- (Rupees Palam now known as Mahavir Forty Two Enclave Block -D New Delhi-Crares) Fifty 110045 Lakhs
2 Mortgage assignment of all theissued at a rights title and interestdiscount of ~ whatsoever of the Company in58065shyto under andor in respect of(Rupees Fifty the collaboration agreementsEight dated 27102007 andThousand 01072010 executed with CDPLSixty Five for development andOnly) on the construction of the Commercialface value Complex and sale of FSI to the(being ~ extent of 625000 Sq Ft along1000000 shywith proportionate interest in(Rupees Ten the underlying land in of theLakhs only)) Commercial Complexof each
debenture 3 Out of the total sanctioned FSI of702871 Sq Ft of Commercial Complex mortgage and charge over FSI equivalent to 625000 Sq Ft including prorata share over all that piece and parcel of free hold land admeasuring 95 acres (approx) located at Sector 82A Gurgaon Haryana India over which the Commercial Complex is proposed to constructed developed together with proportionate buildings and structures thereon AND the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
4 Pledge of entire issued equity share capital of CDPL
5 Post-dated cheques
---6 Personal Guarantee of the Promoter viz Mr Vijay(qtipta
1
IDEI Trusteeshi p services Limited
Secured Redeemable Optional Convertible Debentures of aggregate face value of
80000000 0- (Rupees Eighty Crore Only) on the face value (being 5000000shy(Rupees Fifty Lakhs only)) of each debenture
Qu art erly Co u po n Rat e of 55
The company shall be obliged to redeem the OCDs in four equal installment s starting from march 31 2014 over a period of 6 (six) financial quarters (the first such financial quarter ending on March 31 2014) such that the OCDs are completely redeemed on June 302015
(i) First sole amp exclusive charge by way of(a) equitable mortgage on the Mortgaged Security Property I and (b) equitable mortgage on the Mortgaged Security Property II
Mortgaged Security Property-I shall mean 23268 acres out of the larger property being the aggregate of 19218 acres (forming part of 25018 acres of land for which License is in place) and the 405 acres for which letter of intent is in place along with the proportionate floor space index and all present and future buildings and structures constructed thereon and all the rights title and interest of the Company and the concerned group housing project landowners over such property excluding 404 (four hundred and four) number of units constructedto be constructed over the aforesaid 19218 acres as more particularly detailed III the transaction documents
Mortgaged Security Property-II shall mean 696 acres out of the security property-II 1004 acres of acquired land in Sector 85 Gurgaon Haryana along with the proportionate floor space index and all present and future buildings and structures constructed thereon and all the rights title and interest of the Company and the concerned group housing project landowners over such property
(ii) first sole and exclusive charge on present and future basis by way of hypothecation on the relevant group housing _poject
-------------------------~----------~-----------------------------receivables from time to time and monies lying and credited into the escrow accounts at any point in time including any fIxed deposits created in accordance with the escrow account agreement out of such monies from time to time together with all and any interest accruing in respect thereof and
(iii) The issuance of personal guarantees by the Promoters in favour of IDBI guaranteeing the fulfIllment of the secured obligations
The NCD Series - I were fully redeemed on July 272013
2 Details of Unsecured Borrowings5
The unsecured loans of the Company outstanding as on March 31 2013 follows
(in ~)
Loan from Body Corporate Flair Exports Pvt Ltd Seh Realtors Pvt Ltd Citland Commercial and Credits Ltd Delhi Brass and Metal Works Pvt Ltd Span India Pvt Ltd Loan Directors Shareholders and their Relatives Amit Gupta-Loan Taken Vijay Gupta (Loan Taken) Amit Gupta (HUF) Green Bay Infrastructure Pvt Ltd Kusum Gupta Mamta Gupta Pooja Gupta Vijay Gupta(HUF)
5000000000 10000000000 16670000000 6670000000
11670000000
2850848000 7929999985
20000000 32146887100
2466000000 5625400000 3250000000
92100000
5 The figures are as per audited financial for the financial year ending March 31 2013
Page 300[60
3 Details of Bank Guarantee6
Bank Guarantee by the Company in respect of Orris Business Square - 95 Acres
ICICI Bank 1 Limited June 182010
Issued by ICICI Bank June 182010 and Valid till October 28 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 2 Bank Ltd Jan 03 2013
ICICI Bank 3 Limited February 232011
Director Town and Country Planning Chandigarh
Director Town and Country Planning Chandigarh Haryana State Pollution Control Board
62946450 October 282012
5938000 October 272014
3750000 February 222016
Bank Guarantee by the Company in respect of Carnation Residency Aster Court Aster Court premier amp Villas 33 -25018 Acres
Issued by ICICI Bank on September 232008 amendment dated September 102010 and valid till September 22 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 4 Bank Ltd September 222012
Issued by ICICI Bank on September 23 2008 amendment dated September 102010 and valid till September 22 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 5 Bank Ltd September 222012
Director Town and Country Planing Chandigarh 111524000
September 222014
Director Town and Country Planing Chandigarh
6 The figures are as per audited accounts for the financial year ending March 31 2013
Page 31 0[60
--
----- --- - shyIssued by ICICI Bank on December 16 2010 and expiry date is Dec 15 2015 but we close it Haryana with ICICI Bank and a State fresh guarantee was Pollution
ING Vysya issued by ING Vysya Control January 6 Bank Ltd bank on 23012013 Board 5000000 142016 Bank Guarantee by the Company in respect of Spring Homes middot10043 Acres
Director Town and Country
ING Vysya Planing September 7 Bank Ltd September 32012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 8 Bank Ltd September 3 2012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 9 Bank Ltd September 32012 Chandigarh 13112500 22016
Director Town and Country
ING Vysya Planing September 10 Bank Ltd September 32012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 11 Bank Ltd September 3 2012 Chandigarh 14752500 22016 Bank Guarantee by the Company in respect of Carnation Residency Aster Court Aster Court premier amp Villas 33 -405 Acres
Director Town and Country
ICICI Bank Planing August 71 12 Limited August 8 2011 Chandigarh 21632230 2015
Director Town and Country
ICICI Bank Planing August 7 13 Limited August 8 2011 Chandigarh
---shy5062~~t ~~015
6ltC [-I_i ~~-
I cel i Ieshy -
Note ~
10 Bank Guarantee of 35 Crore is issued by ING Vysya Bank 2 ING Vysya Bank has given counter guarantee against BG of 21632230
amp 5062500 issued for Aster Court Carnation Residency Aster Court Premier amp Villas 33 ING has given counter guarantee for 62946450 amp 3750000 issued for OB8
3 In OB8 all payment of EDC has been made so BG of 62946450 will be released which is already expired
4 Bank guarantee issued by ING Vysya bank is on 10 cash margin on fIxed deposit
5 Security offered against 35 Cr Bank guarantees issued by ING Vysya Bank is following
Orris HQ(J-I0S DLF Phase-II(Gurgaon)-Given as collateral security Janakpuri (C-3260 New Delhi)-Given as collateral security
4 Particulars of debt securities issued (i) for consideration other than cash whether in whole or in part (ii) at premium or discount or (iii) in pursuance of an option
The Company confIrms that save and except the following given below company has not issued any debt securities (i) for consideration other than cash whether in whole or in part (ii) at premium or discount or (iii) in pursuance of an option
bull NCD-I at discount
bull NCD-II at discount bull OCD in pursuance of an option
5 Servicing behavior on existing debt securities payment of due interest on due dates on term loans and debt securities
The Company hereby confIrms that
1 it has been servicing all its principal and interest on time and there has been no subsisting delay or default since its incorporation
Ii there is no subsisting default in repayment redemption of any of its borrowings nor has the Company affected any kind of roll over against any of its borrowings in the past
6 That the permissionconsent from the prior creditor for a second or pari passu charge being created in favor of the trustee to the proposed issue has been obtained
The existing mortgage over the Co~mercial Property s~all be ~leared~tT~l the Company and a no dues certifIcate shall be obtamed pnor ~~tMe -~0--o Deemed Date of Allotment Accordingly the Company hereby cott(rms 1
If) J -~ ~ 1( D gt~
Page 33 6 ~
that it does not require any consent permission to create security in relation to the Debentures as stipulated in this Information Memorandum Disclosure Document and the Security Documents
7 Any material eventdevelopment or change at time of issue or subsequent to the issue which may affect the issue or the Investors decision to invest continue to invest in the debt securities
Directors of the Company represent that there have been no material developments at the time of issue or subsequent to the issue which would materially and adversely affect or are likely to affect the business of the Company or the value of its assets or its ability to pay its liabilities
OTHER INFORMATION AND ISSUE PROCEDURE
The Debentures being offered as part of the Issue are subject to the provisions of the Act the Memorandum and Articles of Association of the Issuer the terms of this Information Memorandum Disclosure Document Application Form and other terms and conditions as may be incorporated in the Debenture Trust Deed and other Security Documents
Issue of Debentures in Dematerialised Form The Debentures will be issued in dematerialized form The necessary arrangements are being made with the Depositories for the issue of the Debentures in dematerialised form Investors will have to hold the Debentures in dematerialised form as per the provisions of Depositories Act 1996 The Company shall take necessary steps to credit the Debentures allotted to the depository account of the Investor
Trustee for the Debenture holder(s) The Issuer has appointed ILampFS Trust Company Limited to act as trustee for the Debenture holder(s) The Issuer and the Debenture Trustee intend to enter into the Debenture Trust Deed inter alia specifying the powers authorities and obligations of the Debenture Trustee and the Issuer The Debenture Trustee shall act based on the provisions of the Debenture Trust Deed The Debenture Trustee will at all times protect the interest of the Debenture holder(s) in accordance with the Debenture Trust Deed
Resignation and Removal of Debenture Trustee The Debenture Trustee and the Company declares that they shall not revoke the Trust hereby declared till the Debentures are redeemed in full The Debenture Trustee may at any time without assigning any reason and without being responsible for any loss or costs occasioned thereby resign as the Debenture Trustee provided that they shall continue to act as Debenture Trustee until a successor trustee is appointed by the Company The Debenture Trustee may also be removed by majority Debenture holders without assigning any reason as per Debenture Trust Deed
Sharing of Information The Issuer may with the written consent of the Debenture holder(s) exchange share or part with any financial or other information about the Debenture holder(s) available with the Issuer with its subsidiaries and affiliates and other banks financial institutions credit bureaus agencies statutory bodies as may be required
Debenture holder not a Shareholder Subject to the Debenture Trust Deed the Debenture holder(s) shall not be entitled to any right and privileges of shareholders other than those available
to them under the Act The Debentures shall not confer upon the Debentt5~r)(~IifI~
holders the right to receive notice(s) or to attend and to vote at any ge111- ~~ meeting(s) of the shareholders of the Issuer (5[ )~
r-)e i3 gt ~
Page 35 of 60--gt
Modification of Debentures or Information Memorandum Disclosure Document The Issuer may make modifications in the Information Memorandum Disclosure Document only upon receiving consent from the Debenture Trustee who in turn shall seek approval from majority Debenture holder(s)
Notices Any notice may be served by the Issuer upon the Debenture holders through post email fax or personal delivery addressed to such Debenture holder at his her registered address and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof All notice(s) to be given by the Debenture holder(s) shall be sent by post or email or fax or by hand delivery to the Issuer or to such persons at such address as may be notified by the Issuer from time to time through suitable communication and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof or at the expiry of the 3 rd day from the date such notice is dispatched whichever is earlier All correspondence regarding the Debentures should be marked Private Placement of Debentures
All notices from the Issuer shall be sent to the Debenture Trustee with copies to the Debenture Holders All notices to be sent by the Debenture Trustee to the Issuer andor the Promoters shall first be sent to the Debenture Holders for Debenture Holder Approval in terms of the Debenture Trust Deed The Debenture Trustee shall ensure and procure that any notice received by the Debenture Trustee from the Issuer andor the Promoters is shared by the Debenture Trustee with all the Debenture Holders of the Issuer within a period of 2 (two) Business Days from the date of receipt of such notice and in every event before the Debenture Trustee responds to such notice
Issue Procedure Only Eligible Investors as given hereunder may apply for the Debentures by completing the application form in the prescribed format as attached in Annexure 7 (Application Form) in BLOCK LETTERS in English as per the instructions contained therein The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the Application Form No application can be made for a fraction of a Debenture Application Forms should be duly completed in all respects and applications not completed in the said manner are liable to be rejected
The name of the applicants bank type of account and account number must be duly completed by the applicant This is required for the applicants own safety and these details will be printed on the refund orders and interest redemption payments c~~ F~~~gt
~ll ~~
~( ~ )~~Jy 11 ~
~ ~
Page 36 of60-~-~ ~
The Application Form must be accompanied by either demand draft(s) or cheque(s) drawn or made payable in favour of the Issuer or otherwise as may be set out in the Application Form and crossed Account Payee Only Cheque(s) or demand draft(s) may be drawn on any bank including a coshyoperative bank which is a member or a sub-member of the New Delhi Bankers Clearing House located If permitted the applicant may transfer payments required to be made in relation to any by electronic transfer of fundsRTGS to the bank account of the Issuer as per details mentioned in the Application Form
Application Procedure Eligible Investors will be invited to subscribe by way of the Application Form prescribed in the Information Memorandum Disclosure Document during the period between the Issue opening date and the Issue closing date (both dates inclusive)
Fictitious Application As a matter of abundant caution and although not applicable in the case of debentures attention of applicants is specially drawn to the provisions of sub-section (I) of Section 68A of the Act
Any person who (a) makes ina fictitious name an application to a company for acquiring or subscribing for any shares therein or (b) otherwise induces a company to allot or register any transfer of shares therein to him or any other person in a fictitious name shall be punishable with imprisonment for a term which may extend to five years
Basis ofAllotment The Investors will be required to remit the funds as well as submit the duly completed Application Form along with other necessary documents to Issuer by the Deemed Date of Allotment Deemed Date of Allotment for the Issue is 23-10-2013 by which date Investors would be intimated of allotment
Record Date The date falling seven days prior to the Due Date or if it happens to be a holiday then the immediately succeeding Business Day shall be the Record Date
Eligible Investors Only those Investors who have been addressed through a communication directly are eligible to apply No other Investor can apply All Investors are required to comply with the relevant regulationsguidelines applicable to them for investing in this issue of Debentures
Note Participation by potential Investors in the issue may be subject to statutory andor 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 ~egulatory requirements applicable t them inclu~i~~lctUi~ exchange controls and other requIrements Applicants ought to seek Independent l~~ -~lti and regulatory advice in relation to the laws applicable to them rtf ~t
Page 37 o~-) ~~
Application under Power of Attorney Original power of attorney or the relevant authority together with its certified true copy as the case may be along with the names and specimen signatures of all the authorized signatories and the tax exemption certificate document if any must be lodged at time of submission of the completed Application Form Further modifications additions in the power of attorney or authority should be notified to the Company at its registered office
Procedure for applying for Dematerialised Facility
I The applicant must have at least one beneficiary account with any of the Depository Participants of NSDLCDSL prior to making the application
2 The applicant must necessarily fill in the details (including the beneficiary account number and Depository Participants ID) appearing in the Application Form under the heading Details for Issue of Debentures in ElectronicDematerialised Form
3 Debentures allotted to an applicant will be credited directly to the applicants respective beneficiary account(s) with the Depository Participants
4 For subscribing to the Debentures names in the Application Form should be identical to those appearing in the account 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 in the Depository
5 Non-transferable allotment advicerefund orders will be directly sent to the applicant by the Registrar and Transfer Agent to the Issue
6 If incompleteincorrect details are given under the heading Details for Issue of Debentures in ElectronicDematerialised 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
7 For allotment of Debentures the address nomination details and other details of the applicant as registered with hisher DP shall be used for all correspondence with the applicant The applicant is therefore responsible for the correctness of hisher demographic details given in the Application Form vis-a-vis those with hisher Depository Participant In case the information is incorrect or insufficient the Issuer would not be liable for the losses if any
8 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 t- ~gti)L~-~(i ~page380~ ~
~nmiddotmiddotmiddotmiddot-middotmiddotmiddotmiddot ~lt---plusmn
Documents to be provided by Eligible Investors
Investors need to submit the following documentation as applicable
Memorandum and Articles of Association or other constitutional documents
Resolution power of attorney authorising investment
Specimen signatures of the authorised signatories duly certified by an appropriate authority
bull SEBI registration certificate (if applicable)
Copy ofPAN Card to be submitted
bull Application fonn (including RTGS details)
Mode of Payment All payments must be made through cheque(s)draft(s)transfersRTGS as set out in the Application Form
Depository Arrangements The Company has appointed Skyline Financial Services Private Limited as the Registrar and Transfer Agent for the present Issue and the Company shall make necessary depository arrangements with CDSL and NSDL for issue and holding of Debentures in dematerialised form
List of Beneficiaries The Issuer shall request the Depositories to provide a list of beneficiaries as at the end of the relevant Record Date This shall be the list which will be used for payments of interest or repayment of redemption monies or any other amounts payable on the Debentures as the case may be
Effect of Holidays Should any of the dates defined above or elsewhere in this Information Memorandum Disclosure Document (except the Deemed Date of Allotment) fallon a day other than a Business Day the immediately succeeding Business Day shall be considered as the effective date(s) In case Record Date book closure date falls on a day other than a Business Day the Business Day the succeeding day shall be the record date book closure date
Tax Deduction at Source Tax as applicable under the Income Tax Act 1961 or any other statutory modification or re-enactment thereof will be deducted at source on the interest payable on the Debentures Tax exemption certificatedocumentform under section 193 of the Income Tax Act 1961 if any must be lodged at th~ Registered Office of th~ Issuer at least fiftee~~~middot(iJ2~~ (15) days before the relevant mterest payment becommg due (~ 1
i t IJ W7i$0 ~---Page 39 of 6O____~ti-----
Letters of Allotment The Issuer shall issue a Letter of Allotment to each Debenture holder on the Deemed Date of Allotment The Debentures will be subsequently credited in dematerialised form within 2 (two) Business Days from the Deemed Date of Allotment
Deemed Date of Allotment All the benefits under the Debentures will accrue to the Debenture holders from the date of receipt of the application monies The actual allotment may take place on a date other than the Deemed Date of Allotment
Refunds For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within seven days from the Deemed Date of Allotment of the Debentures 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
Joint Holders Where two or more persons are holders of any Debenture(s) they shall deem to hold the same as joint tenants with benefits of survivorship
Mode of Transfer Debentures shall be transferred subject to and in accordance with the rules procedure as prescribed by the NSDL CDSL Depository participant of the transferor transferee and any other applicable laws and the rules notified in respect thereof 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 Transferor shall give delivery instructions containing details of the transferees DP account in his depository participant
Succession In the event of demise of Debenture holder the Company will recognize the executor or administrator of the deceased Debenture holder or the holder of succession certificate or other legal representative as having title to the Debentures The Company shall not be bound to recognize such executor administrator or holder of the succession certificate or other legal representatives as having title to the Debentures unless such executor or administrator obtains probate or letter of administration or such holder is the holder of succession certificate or other legal representation as the case may be from a competent Court in India having jurisdiction over the matter The Company may in their absolute discretion where it thinks fit dispense with production of probate or letter of administration or succession ~--~gt
l
certificate or other legal representation in order to recognize such holder ~1 ~)t)
Page 40 of6~ Vv pound ~o-middot~-
bull ~f V
being entitled to the Debentures standing in the name of deceased Debenture holder on production of sufficient documentary proof or indemnity
Nomination In the event of however a deceased Debenture holder(s) having nominated any person entitled to be registered as the Debenture holder in the event of his death such nominee shall be registered as the Debenture holder in place of the deceased Debenture holder
Page 41 of 60 shy
OTHER REGULATORY AND STATUTORY DISCLOSURES
Stock Exchange Disclaimer Clause It is to be distinctly understood that filing of this Information Memorandum Disclosure Document with the Stock Exchange should not is any way be deemed or construed that the same has been cleared or approved by the Stock exchange The Stock Exchange does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue has been made or for the correctness of the statements made or opinions expressed in this Information MemorandumDisclosure Document
Listing Disclaimer The Debentures are proposed to be listed on the Wholesale Debt Market segment of the BSE The Company shall comply with the requirements of the listing agreement to the extent applicable to it on a continuous basis and shall complete all formalities relating to listing of the Debentures
Companys Disclaimer Clause The Company certifies that the disclosures made in this Information MemorandumDisclosure Document are generally adequate and III
conformity with SEBI Regulations Further the Company accepts no responsibility for statements made otherwise than in the Information MemorandumDisclosure Document or Security Documents or any other material issued by or at the instance of the Company and anyone placing reliance on any source of information other than this Information Memorandum Disclosure Document and the Security Documents would be doing at their own risk and the Company will not be liable for such reliance
Issue of Debentures in Dematerialised Form The Debentures will be issued only in dematerialized form The Issuer has made arrangements with the Depositories for the issue of the Debentures in dematerialized form Investors will have to hold the Debentures in dematerialized form as per the provisions of Depositories Act 1996
Consents ILampFS Trust Company Limited has given its written consent for its appointment as debenture trustee to the Issue under Regulations 4(4) of the SEBI Regulations and inclusion of its name in the form and context in which it appears in this Information Memorandum Disclosure Document __
4ti)~ ~ A )ro)
C
Page 42 of60
ANNEXURE 1 SUMMARY TERM SHEET
--------------------------------------------------------------------------- shyIssuer Orris Infrastructure Private Limited
Instrument Secured Cumulative Redeemable Non-Convertible Debentures
Total number of 200 NCDs Face Value ~ 10000000- (Rupees One Crore only) per Debenture
Issue Size ~ 2000000000- (Rupees Two Hundred Crores only)
Issue Price At its face value ie ~ 10000000- (Rupees One Crore only) per Debenture
Mode of Private Placement Placement Object of the The proceeds from the issue shall be utilized for the general Issue corporate purposes of the Company
Form of listed Dematerialised issuance Deemed Date of 23-10-2013 or any other date as decided by the Issuer Allotment
Tenor 48 (forty eight) months from the Deemed Date of Allotment
Redemption After expiry of the Moratorium Period the Issuer shall redeem the Debentures in equal monthly installments over a period of 33 (thirty three) months on each Due Date subject to premature redemption as permitted under the Debenture Trust Deed
Moratorium Period of 15 (Fifteen) months from the Deemed Date of Allotment Period Interest Rate Interest will be payable at the interest rate of 20 (Twenty percent)
per annum payable monthly on the Outstanding Amounts as per the Payment Schedule (refer Annexure 2 to this Information Memorandum Disclosure Document)
The first installment for interest payment shall also include an additional amount equivalent to 125 (one point two five percent) of the issue size (excluding any applicable taxes) to the Debenture holders in proportion to the Debentures held by them
Market Lot One (1) Debenture
Minimum Application
Early Repayment
Escrow Mechanism
------shy
Subject to the conditions specified in the Debenture Trust Deed (Premature Redemption) the Issuer shall have a onetime option to prematurely redeem in a single tranche and not exceeding 25 (twenty five) of the outstanding Debenture Principal Amount at any time after expiry of the 24 (twenty four) months from the Deemed Date of Allotment till the expiry of 30 (Thirty) months of the Deemed Date of Allotment (Premature Redemption Period) The Premature Redemption shall be exercised in a single tranche and shall be subject to fulfillment of each of the following conditions that the Company prematurely redeems Debentures equivalent to an amount in the multiples of ~ 50000000- (Rupees Five Crores Only) with the minimum amount being ~ 150000000- (Rupees Fifteen Crores Only) for redemption in excess of the amounts permitted for Premature Redemption as specified above the Issuer shall pay a premature redemption premium of 2 (two percent) on the amount being redeemed and paid by the Issuer plus applicable service tax or other statutory levy if any subject to deduction of income tax at the rate prescribed under the Income Tax Act 1961 (Premature Redemption Premium) subject to the Escrow Mechanism below the Issuer shall have the option to prematurely redeem the Debentures after the expiry of the Premature Redemption Period without paying any Premature Redemption Premium provided such amounts are in accordance with sub-clause (a) above and any redemption of Debentures by the Issuer in accordance with this Deed shall be proportionate redemption of all the Debentures together through reduction in face value of each Debenture Further the redemption of the Debentures may be carried out in accordance with the Escrow Mechanism mentioned below
All receivables from the Project will be deposited by the Company in an Escrow Account All monies deposited in the Escrow Account shall be utilized in following order Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal with respect to the Debentures Only upon satisfaction of the requirement of (1) and (2) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account towards withdrawal of upto ~ 900000000 (Rupees Ninety Crores only) by the Company After withdrawal of ~ 900000000 (Rupees Ninety Crores only) by the Company
Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal witl]_x~secttyct to
-_8f~~the Debentures (f~X-~~~
~ ) Page 44 amp1 ~____~i
--------------------------------------- -- -------------
Debt Service Reserve Account (DSRA)
Put Option
Issue open on
Issue closed on
Basis for Interest calculation
Listing
Depository
Credit Rating
Security
Only upon satisfaction of the requirement of (a) and (b) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account 60 (Sixty percent) of any further monies in the Escrow Account shall be used to accelerate the redemption of the Debentures and the remaining 40 shall be withdrawn by the Company
Shall mean an amount being not less than ~ 60000000 (Rupees Six Crores only) to be maintained by the Company in the Escrow Account at all times
In the event of a default as defined iIi the Debenture Trust Deed the Debenture Trustee (on instructions from the Debenture holders) can exercise a put option on the Promoters to buy back the entire outstanding Debentures
04-10-2013 or any other date as decided by the Issuer
23-10-2013 or any other date as decided by the Issuer
Interest payable on the Debentures shall accrue on a day to day basis and shall be computed on the basis of 365 (Three Hundred Sixty Five) days divided equally for each of the twelve calendar months
At the WDM segment of the BSE
NSDL and CDSL
ICRA B+ by ICRA Limited
The Debentures together with any interest accrued thereon and outstanding amounts Debenture Trustees remuneration and all costs charges expenses and all other monies due in respect of the Debentures shall be secured by
First and exclusive charge on all Project Receivables through the Deed of Hypothecation together with the Escrow Agreement and such charge will be superior to any other claims on the Project Receivables First and exclusive charge on all amounts lying to the credit of the Escrow Account under the Deed of Hypothecation First and exclusive charge by way of equitable mortgage on the Commercial Property (Mortgaged Property) through execution of a registered Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property in favour of the Debenture Trustee together with a declaration cum undertaking from CDPL declaring the creation of mortgage by deposit of titly-~Si~6d~~ the
I-SI ~~
Page 4~60
----------------------------------------------------------------------------------Commercial Property in terms of the memorandum of entry Equitable mortgage and exclusive charge over FSI equivalent to 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of the Commercial Project together with all the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
Exclusive charge over all the rights title interest benefits claims demands of any nature whatsoever of the Company under andor in respect of the CDPL Collaboration Agreements for development and construction of the Commercial Colony and the entire FSI in the Commercial Project along with proportionate undivided interest in the underlying land and without limitation the following the right to compel performance thereunder and to substitute or be substituted for the Company thereunder and to substitute and be substituted thereunder for the Company thereunder and to commence and conduct either in the name of the Company or in its own name or otherwise any proceedings against any person in respect of any breach of the CDPL Collaboration Agreements and all claims of the Company including in any proceedings against all or any such persons to any amounts owing to or received by the Company thereunder and the rights and benefits of all Approvals to the extent capable of assignment together with the right to further assign any of the CDPL Collaboration Agreements and such Approvals to any Person Pledge of shares representing the entire issued and paid up share capital of CDPL under the Deed of Pledge Personal Guarantee of Sh Vijay Gupta Sh Amit Gupta and Smt Kusum Gupta and Cheques
Security Creation The Security shall be created in the favour of the Debenture Trustee on or before the Deemed Date of Allotment
Representation The representations and warranties of the Company will be set out and Warranties in the Debenture Trust Deed
Event ofDefault All events of default as set out in the Debenture Trust Deed
Upon occurrence of such event of default Debenture Trustee shall (on instruction from the Debenture holders) issue a written notice of default to the Company and grant to the Company a cure period in accordance with the terms of Security Documents
The consequences of an event of default shall be governed_lgtY the provisions in the Security Documents and shall inclu9~~ayfu~i1t of
default interest and enforcement of the Security in the manner specified In the Security Documents including appointment of nominee director(s)
Default Interest An additional interest of 4 pa (four percent per annum) over and Rate above the Interest Rate (as defined hereinafter) (viz the default
interest rate shall be 24 (twenty four percent) payable in relation to the Debentures and the Outstanding Amounts payable In accordance with Security Documents
Registrar and Skyline Financial Services Private Limited Transfer Agent
Compliance All provisions clauses regulations specified by GOISEBIRoCBSE with respect to issue and listing of Redeemable and Secured Non-Convertible Debentures shall be complied with by the Company
Assignment Each Investor may transfer or dispose a part or the whole of its Transferability Debentures without the Companys consent
Governing Law The governing law will be the laws of India and the parties submit to and Jurisdiction the exclusive jurisdiction of the courts in Delhi
~-~---~-~
u c tL ~If) -~~-J bull (
Page 47 of60
ANNEXURE 2 PAYMENT SCHEDULE
Due date
Month 0
Last Day ofMonth 1
Last Day ofMonth 2
Last Day ofMonth 3
Last Day ofMonth 4
Last Day ofMonth 5
Last Day ofMonth 6
Last Day of Month 7
Last Day ofMonth 8
Last Day of Month 9
Last Day of Month 10
Last Day of Month 11
Last Day of Month 12
Last Day of Month 13
Last Day of Month 14
Last Day ofMonth 15
Last Day of Month 16
Last Day of Month 17
Last Day of Month 18
Last Day ofMonth 19
Last Day ofMonth 20
Last Day of Month 21
Last Day of Month 22
Last Day ofMonth 23
Last Day of Month 24
Last Day ofMonth 25
Last Day of Month 26
Last Day ofMonth 27
Outstandino D b t b
e en nre1 su )scrIptlOn amount
I dat mont I en
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
1939393939
1878787879
1818181818
1757575758
1696969697
1636363636
1575757576
1515151515
1454545455
1393939394
1333333333
1272727273
I nterest
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
32323232
31313131
30303030
29292929
28282828
27272727
26262626
25252525
24242424
23232323
22222222
Debenture Payment to I t D b tSll )SCrIP Ion e en nre
t H Idamoun 0 ers
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
60606061 93939394
60606061 92929293
60606061 91919192
60606061 90909091
60606061 89898990
60606061 88888889
60606061 87878788
60606061 86868687
60606061 85858586
60606061 84848485
60606061 83838384
60606061 8~~3 j()gt t~( S( )Page48~60
-
Due date su
Last Day of Month 28
Last Day of Month 29
Last Day of Month 30
Last Day of Month 31
Last Day ofMonth 32
Last Day of Month 33
Last Day of Month 34
Last Day of Month 35
Last Day of Month 36
Last Day of Month 37
Last Day of Month 38
Last Day of Month 39
Last Day of Month 40
Last Day of Month 41
Last Day of Month 42
Last Day of Month 43
Last Day of Month 44
Last Day ofMonth 45
Last Day of Month 46
Last Day of Month 47
Last Day of Tenor
Outstandino D b t b
b ~ t~n ure t SCrIp Ion amoun
t th da mon en
1212121212
1151515152
1090909091
1030303030
969696970
909090909
848484848
787878788
727272727
666666667
606060606
545454545
484848485
424242424
363636364
303030303
242424242
181818182
121212121
60606061
Debentme Payment to Interest subscription
t amoun Debenture
H ld0 ers
21212121 60606061 81818182
20202020 60606061 80808081
19191919 60606061 79797980
18181818 60606061 78787879
17171717 60606061 77777778
16161616 60606061 76767677
15151515 60606061 75757576
14141414 60606061 74747475
13131313 60606061 73737374
12121212 60606061 72727273
11111111 60606061 71717172
10101010 60606061 70707071
9090909 60606061 69696970
8080808 60606061 68686869
7070707 60606061 67676768
6060606 60606061 66666667
5050505 60606061 65656566
4040404 60606061 64646465
3030303 60606061 63636364
2020202 60606061 62626263
1010101 60606061 61616162
The interest payment on the first Due Date shall vary depending on the date onwh~h the
application monies for Debentures arc received til 1~~1
1bull kAij~ lt laquo~~gt ~
-
--
Page 49 of60
ANNEXURE 3
UNDERTAKING BY THE COMPANY
The Company undertakes that bull In the event the Debentures are issued in physical form the Company
shall use a common form of transfer
bull It will provide on a half yearly basis a compliance certificate duly certified by the Debenture Trustee to the Debenture holders in respect of compliance with the terms and conditions of Issue as contained in this Information Memorandum Disclosure Document and
bull Every credit rating obtained shall be periodically reviewed by the Credit Rating Agency and any revision in the rating shall be promptly disclosed by the Company to the Stock Exchange Any change in rating shall be promptly disseminated to Debenture holders and prospective Investors in such manner as the BSE may determine from time to time All information and reports on the Debentures including compliance reports filed by the Company and the Debenture Trustee shall be disseminated to the Debenture holders and the general public by placing them on the website of the Company and shall through the Debenture Trust Deed request the Debenture Trustee to place the same on its website
bull The above Information Memorandum Disclosure Document IS
compliant with all disclosures required to be made for listing of senior non-convertible debentures on a private placement basis on a recognized stock exchange as specified in Schedule I under Regulation 21 of the Securities and Exchange Board of India (Issuing and Listing of Debt Securities) Regulations 2008
laquo~~(~I0~~ For o~InCr ~cture Private Limited
~~WIVijay~
(Chairman)
Page 50 of60
ANNEXURE 4
CREDIT RATING LETTER FROM ICRA LIMITED
Ie R A Limited
Ref DRAT2013-140-362
Mr Sanjay Aggarwal VP - Accounts amp raxation Orris Infrastructure Private Limited J-105 DLF Phase -II MG Road Gurgaon - 122002 Haryana
May 21 2013
Dear Sir
Rc ICRA-assigned Credit Rating for Rs 200 crore NCD Programmc of Orris Infrastructurc l)rivate Limited (instrument details in Annexure)
Please refer to your Rating Requisition dated May 112013 and the subsequent Rating Agreement of May 162013 for carrying out the rating of the aforesaid Bond Programme The Rating Committee
of ICRA after due consideration has assigned a [ICRAIB+ (pronounced as ICM B plus) rating
to the captioned Bond Programme
We would appreciate if you can sign on the duplicate copy of this letter and send it to us within 7
days from the date of this letter as confirmation about the use of the assigned rating The rationale
for assigning the above rating will be sent to you on receipt of your confirmation about the use of our rating as above Any intimation by you about the above rating to any BankerLending
AgencyGovernment AuthoritiesStock Exchange would constitute use of this rating by you
This rating is specific to the terms and conditions of the proposed issue as was indicated to us by you
and any change In the tenns or size of the issue would require the rating to be reviewed by us If
there is any change in the terms and conditions or size of the instrument rated as above the same must be brought to our notice before the issue of the instrument If there is nny such change after the
rating is assigned by us and confirmed to use by you it would be subject to our review and may result in change in the rating assigned
ICRA reserves the right to suspend withdraw or revise the above at any (ime on the basis of new information 01 unav~ilability of information or such other circumstances which ICRA believes may
have an impact on the rating assigned to you
The rating as aforesaid howeVer should not be treated as a recommendation to buy sell or hold the
bonds to be issued by you If the instrument rated as above is not issued by you within a period of 3
BuUding No 5 2 Floor TeL + 91 - 124 - 4545300 wOiosite wwwicraJn Tower A DLF cyber City Fax + 91 - 124 - 4050424 email infoicralndiacom Phase ll Gurgaon 122002
Regd Office 1105 Kailash Building 11 Floor 26 Kastuma Gandhi Marg NeW Delhi - 110001
RATING RES EAR eli INFORMATION
months from the date of this letter communicating the rating the same would stand withdrawn unless
revalidated before the expiry of 3 months
You arc required to forthwith inform us about any default or delay in repayment of intcrest or
principal amount of the instrument mtcd as above or any other debt instruments borrowing Y nu are also required to keep llS forthwith informed of any other devclopments which may have a direct
or indirect impact on the debt servicing capability of the company including any proposal for reshy
schedulement or postponement of the repayment programmes oCthe dues debts of the company with
any lendcr(s) investor(s)
You are required to inform us immediately as and when the borrowing limit for the instrument rated
as above or as prescribed by the regulatory authority (ies) is exceeded
We thank you for your kind cooperation extended during the course of the rating exercise Should
you require any clarification please do not hesitate to get in touch with us
With kind regards
Yours sincerely
for IeRA Limited
-- Iobit Inamdar S (Senior Vice President) (Analyst)
Page 52 of60
Annexure
Details of the bank limits rated by leRA (Rated on long term seale)
Page 53 of60
I eRA limited AIIA~fIiI ofMoltldyIInvllllttmI ~
Ref DRATfl013middot140middot3611
Date August 222013
MI Sanjay AggarwaJ VP - Accounts amp Taxation Orris Infrastructure Private Limited JmiddotIO5 DLF Phasemiddotll MG Road Gurgaonmiddot J22002 Haryana
Dear Sir
Re leRA ruting for Rs 2000 crote NCD Progrumme of Orris Infrastructure Private Umlted
This is with reference to your letter dated August 9 2013 for re-validating your rating for the Rs 200 erore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Boods programme ofyour company and last communicated to you vide QuI letter dated May 212013 stands The other terms and conditions for the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DlRAT12013middot 1410-362 dated May 2013 stands
With kind regards For lCRA Limited
(Senior Vice President)
T~middot + 91middot 124 bull ~ website VWW bulliCfSio fw + 91 124 -~ email info~middoticralndiagtcom
Page 54 of60
Ie R A Lim
Ref DfRAT2013-14O-364
Date October 03 2013
Mr Sanjay Aggarwal VP - Accounts amp Taxation Orris Infrastructure Private Limited J-105 DLF Phasemiddotmiddotll MG Road Gurgaon - 122002 Haryana
Dear Sir
Re ICRA rating for Rs 2000 crOTe NCD Programme of Orris Infrastructure Private Limited
This is with reference to your letter dated September 03 2013 for re-validating your rating for the Rs 200 crore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Bonds programrne of your company and last conununicated to you vide our letter dated August 22 2013 stands The other terrns and conditions fur the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DRATI2QI3middot 14()362 dated May WI3 stands
With kind regards For [eRA Limited
Vi (Senior Vice President)
Buildlng No 2 Iloot Tel + 81 124 - 4545300 websf1e WWWJCf8D
Tower A Cyber Oily Fax + 91 124 bull 4000424 ilImaH lnfoicralfldliLcof1
Phase II Gurgaonmiddot 1~
Regd Offictl noo iltailash Building i 1 Floor 26 KDtwoo Qandhi Marg New Delhi bull 110001
RATING RES EAR C H INfORMATION
Page 55 of60
ANNEXURE 5
CONSENT LETTER FROM DEBENTURE TRUSTEE
Ref No 1750 ITCL JUtmiddots I ru~1 Company Limilt~d
September 30 2013
Orris Infrastructure Private limited (Company) Jmiddot105 OLF PhaSe - 11 MG Road Gurgaon 122002
Kind Attention Mr Vljay Gupta Director
Sub listed Secured Redeemable Non Convertible Debentures (NCDs) aggregating to Rs 200 crs proposed to be issued by the Company on private placement basis
Dear Sirs
This is with reference to our discussion regarding appointment of ILampFS Trust Company limited (ITCL) as Debenture Trustee for the proposedlssue of listed Secured Redeemable NCDsof Rs 1 crore each aggregating to Rs 200 crs to ~ issued by the Company on private placement basis In this regard VIle do hereby give out consent to act as the Debenture Trustee subject to the Company agreeing to the following conditions
1 The Company agrees and undertakes to create the securities over such terms and conditions as detai~d in the signed Information Memorandum as submitted to us and execute the Debenture Trust Deed and other necessary security documents as required
2 The Company agrees amp undertakes to pay Debenture Trustees so long as they hold the office of the De~nture Trustee remuneration as stated in appointment letter dated July 30 2013 for the services as Debenture Trustee in addition to all legal travelling and other costS charges and expenses which the Debenture Trustee or their officers employees or agents rnayiocur in relation to execution of the Debenture Trust Deed and all other documents affecting the Security till the monies in respect of the Debentures have been fully paid-off and the requisite formalities for satisfaction of charge in aU respects have been complied with
3 The Company agrees ft undertakes to comply with the provisions of SEal (Debenture Trustees) Reguliltions 1993 SE61 (Issue and Listing of Debt Securitles) Regulations 2008 SEBICircutar No$EaIIlMOOfgtl1Sondl2oo911 105 dated 11052009 on Simplified Listing Agreement for Debt Securities read with the SEBl Circular No SEBIIIMDDOF-1 tBONDlClr-5120o9 dated the 16th November 2009 the Companies Act 19l)6 ilnd other applicable proviSions I circulars guidelines etc as applicable and amended from time to time and agrees to furnish to Trustees such information in terms of the same on regular basis
Sincerely For ILftFS Trust Company lilDi~d
lL__~~ ~ ~ ~~~ --- ~
Authorized Signatory
lUfFS Finru1 Centre PloINo C 22 G Block 5th Floor Bjr Kurio Complex Bandra (Eastl Mumbamiddotmiddot 40(K)SI INDIA
Bangalor( Office ILEtFSTru1 (ompally Ltdbull ALmiddotLalheef 151 Floor No 2Unioll Slreet Offlnanlry Raad Banglore 5hlX)OI INDIA
New Delhi Offire ILftFSTrusl (ompY tId Amiddot26a lsI Ploor Bhishm Pithamah Marg DefencfCoony New Delhi - 110024 INDIA
Kolkala Offilaquo ILftfSTrusl Company Ltd ILIIFS Constantia lnlflPor n Dr11 lIt Bramachari Street Kolkata bull 700017 INDIA
Page 56 of60
ANNEXURE 6
CONSENT LETTER FROM REGISTRAR AND TRANSFER AGENT i
Skyline Financial Serrr)ices Pvt Ltd SEBI REGISTERED CATEGORY1 REGk)IRARS ampSHARE TRANSfRAtgtENT D153A Ht Floor () nol Area Ph bullbullbullI New Dolhmiddot llO 020 1 9 middot1126812682 2S612~83 EmiddotmaI nOlltyhOaccrn tte-oSi$ wwwSiltyllnfHla_all1
August 29 2013
MrVlneel Kumar Gupta
Sr Manaler Secretarial
Orris InfraSlrucllJre Private Limited
Orris la M G Road
Gurgaoo - 1iG 002 (Hr)
Sub Consent to aet as Registrar to Issue and TfBllSfer Agent
DearSJr
Thls1s in reference 10 YOllr email datild AugJS1 29 2013 We hereby give our consent to act as 21
Registrar to IsSue and Transfer Agent for your propOSed issue of 1O - conveo1ibledebentures Of Rs
20000 Crore (jl1d our name IS Registrar to i$sueandShare Transfer agent may please be included in
Thanking you Y()ursfailhfufy
Vice- President
Page 57 0[60
--
-------
ANNEXURE 7
APPLICA TION FORM
ORRIS INFRASTRUCTURE PRIVATE LIMITED Registered Office RZ-D-5 Mahavir Enclave New Delhi 110045
Corporate Office 1-105 DLF Phase II Mehrauli Gurgaon Gurgaon -122002
Application No ___ Date
Dear Sirs
VWe have read and understood the terms and conditions of issue by Orris Infrastructure Private Limited of senior secured cumulative redeemable Non-Convertible Debentures of face value ~ 10000000 (Rupees One Crores only) having a coupon rate of 20 pa on a private placement basis on the face value aggregating to ~ 2000000000- (Rupees Two Hundred Crores only) (Debenture) contained in the Information Memorandum Disclosure Document dated __2013 VWe bind ourselves to the terms and conditions as contained in the Information Memorandum Disclosure Document and wish to apply for allotment of these Debentures The amount payable on application as shown below is remitted herewith On allotment please place myour name(s) on the Register of Debenture holder(s)
(Please read carefully the instructions on the next page before filling this form)
No of Debentures applied No in figures No in words for
Amount (~)
Detal s I 0 f payment ChequesDemand Date Drawn on Bank DraftlRTGS Details
Applicants Name amp Address in full (please use capital letters)
Pin Code Telephone I Fax Email
I Status Bankin~ Company ( ) Insurance Company ( ) Other ( ) (specify in case of others) Name of Authorized Signatory Designation Signatures Signatoty
Details of Bank Account Bank Name amp Branch Nature ofAccount Account No IFSCINEFT Code middot)---~1
-- --
Depository Details
I1We the undersigned want to hold the Debentures of the Company in the dematerialised fonn Details of myour Beneficiary Account are given below
Depository Participant Name - shy
DPID
Beneficiary Account Number shy
Name of the Applicant
() II We understand that in case of allotment of Debentures to my lour Beneficiary Account as mentioned above would be credited to the extent of Debentures allotted
Taxpayers PAN I GIR No IT CircleIW ardlDistrict ( ) Not Allotted
Tax Deduction Status () Fully ( ) Tax to be ()Yes ONo Exempt deducted at
Source
I1We hereby understand that the Company has not provided and will not provide any material or other infonnation regarding the Debentures except as included in the Infonnation Memorandum Disclosure Document
Signature of the Applicant _________________(Tear here)__________
ACKNOWLEDGEMENT SLIP
Application No Date -- shyReceived From
1shy----------------------~
By ChequelDemand DraftlRTGS No
drawn on towards application for ______ Debentures (Chequesl Demand Drafts are subject to realisation)
For Orris Infrastructure Pvt Ltd
For all further correspondence please contact INFRASTRUCTURE PRIVATE LIMITED Tel +91 124-4979200
Page 59 of60
10
INSTRUCTIONS
You must complete application in full in BLOCK LETTERS IN ENGLISH
2 Your Signatures should be made in English or in any of the Indian languages
3 Application forms duly completed in all respects together with high value Cheques Pay Order Demand Drafts must be lodged at the Orris Infrastructure Private Limited Corporate Office (as provided above)
4 Payments through RTGS shall be made as follows
Beneficiary Account name Orris Infrastructure Private Limited IFSC Code UTIB0000056 Bank Account No 056010200015303 Bank Axis Bank Ltd Branch Sec-14 Gurgaon
5 The Cheque(s)Demand Draft(s) of high value clearing zone should be drawn in favour of ORRIS INFRASTRUCTURE PVT LIMITED and crossed Ale payee only Cheque(s)Demand draft(s) may be drawn on any scheduled bank and payable at Delhi
6 Mr Vineet Gupta as authorised representative of the Company will issue the Acknowledgement Slip (appearing below the Application Form) as acknowledgement of receipt of applications No separate receipt will be issued
7 You should mention your Permanent Account Number or the GIR number allotted under Income- Tax Act 1961 and the Income-Tax CirclelWardlDistrict In case where neither the PAN nor GIR number has been allotted the fact of non-allotment should be mentioned in the application form in the space provided
8 The application would be accepted as per the terms of the issue outlined in the Information Memorandum Disclosure DOC~fii
r1- -~0 gt tl~~ ~gt
j )j~ (~~ ~O
~ shy
Page 60 of60
10 Board Authority The private placement of Debentures under this Information Memorandum Disclosure Document is being made pursuant to the resolution of the Board of Directors of the Company at its meeting held on June 24 2013
11 Rating and rating rationale ICRA has assigned a ICRA B+ (pronounced as ICRA B plus) rating to debentures programme of the Company to the extent of ~
2000000000- (Rupees Two Hundred Crores only) vide letter ref no DRAT2013-140-362 on May 212013 and revalidated vide letter ref no DRAT2013-140-363 on August 222013 The long-term rating carries a stable outlook A copy of the rating letter and its rationale from ICRA is enclosed as Annexure 4_ to this Information Memorandum Disclosure Document
12 Details of utilisation of the Issue Proceeds Our Board of Directors certifies that the proceeds of the Issue of Debentures shall be utilized for the general corporate purposes of the Company
13 Minimum Number of Debentures for Subscription The application must be made for a minimum of one (1) Debenture and in multiple of one (1) Debenture thereafter There is no maximum limit on the application
14 Listing The Debentures are proposed to be listed on the WDM segment of the BSE the details of which are provided below
The Bombay Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400001 Phone 91 22 227212334 Fax 91 22 22721919
The COJpany shall make an application to the BSE to list the Debentures to be issued and allotted pursuant to this Information Memorandum Disclosure Document and shall take all necessary steps to complete all the formalities relating to listing of the Debentures within 15 (fifteen) days from the date of closure of the Issue Date If such permission is not granted by the BSE within 15 (fifteen) days from the date of closure of the Issue or where such permission is refused by the BSE before the expiry of the 15 (fifteen) days from the closure of the Issue the Company shall at the option of the Debenture holders repay with interest (at the applicable Interest Rate) all monies received by it If the Company fails to repay such monies within 5 (five) days after the Company becomes liable to repay it then the default interest (at the applicable Default Interest Rate) shall also apply to the amount payable
by the Company over and above the applicable interest iP~d (OS4( i~
Page 23~~ ~Sl-C ~-_-)to ~--i-~-~
In connection with listing of Debentures with BSE the Company hereby undertakes to comply with all requirements of the Act applicable SEBI rules and regulations including Securities and Exchange Board of India (Issue and listing of Debt Securities) Regulation 2008 and the listing agreement with BSE
15 Market Lot The minimum lot size for trading of the Debentures on the Stock Exchange is proposed to be one (1) Debenture
16 Underwriting of the Issue The present Issue of Debentures has not been underwritten
17 Tax Benefits The Debenture holder(s) are advised to consider in their own case the tax implications in respect of subscription to the Debentures after consulting their respective tax advisor
18 Governing Law The Debentures shall be construed to be governed in accordance with the laws of India Any dispute arising thereof will be subject to exclusive jurisdiction of the courts in Delhi Over and above the aforesaid terms and conditions the said Debentures shall be subject to the terms and conditions of the Security Documents
19 Debenture Redemption Reserve The Company hereby agrees and undertakes to create a debenture redemption reserve as per the provisions of the Security Documents the Act and the rules regulations notifications and circulars issued by the Ministry of Corporate Affairs and if during the currency of these presents any guidelines are formulated (or modified or revised) by the Central Government or any government agency or corporation having authority under Law in respect of creation of debenture redemption reserve applicable to the Debentures the Company shall duly abide by such guidelines and execute all such applicable supplemental letters agreements and deeds of modifications as may be statutorily required by the Debenture holders or the Debenture Trustee
20 Undertaking to use a Common Form of Transfer The issue of Debentures shall be made in dematerialized form only and no Debentures will be issued in physical form However the Company will use a common transfer form for physical holdings if at a later stage there is any holding in physical form due to the depository giving any Debenture holder the option to rematerialize the Debentures
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
The following contracts documents not being contracts entered into in the ordinary course of business carried on by the Company or entered into more than two years before the date of this Information Memorandum Disclosure Document which are or may be deemed material have been entered into by the Company These material contracts or documents may be inspected at the Registered Office of the Issuer from 1000 am to 100 pm on all working days from the date of this Information Memorandum Disclosure Document until the date of closure of this Issue
Material Contracts 1 Copy of the letter from Skyline Financial Services Private Limited to the
Company giving their consent to act as the Registrar and Transfer Agent to the Issue
2 Copy of letter from ILampFS Trust Company Limited to the Company giving their consent to act as the Debenture Trustee to the Issue
Material Documents L Memorandum and Articles of Association of the Company as amended
from time to time
2 Credit rating letter from ICRA Limited
3 Copy of Certificate oflncorporation of the Company dated July 262006
4 Certified true copy of the resolution dated June 24 2013 approving the issue of Debentures and creation of securities on the term and conditions stated in this Information Memorandum Disclosure Document
5 Copy of Tripartite Agreement dated 17-02-2011 between the Company the Registrar and Transfer Agent and the CDSL (Depository)and Copy of Tripartite Agreement dated 03-03-2011 between the Company the Registrar and Transfer Agent and the NSDL (Depository)
6 Copies of Audited Financials of the Company for the last three financial years
DISCLOSURE ON EXISTING FINANCIAL INDEBTNESS
1 Details of Secured Borrowings4
Ao The secured loans of the Company outstanding as on March 312013 is as follows
(Amount in f)
Details of Vehicle Loans Axis Bank October 27 1390055 EMI Start date- Hypothecated to Limited 2010 December 10 2010 Axis Bank (BMW) Closure date- Limited
November 10 2013 HDFC March 09 2472342 EMI Start Date Hypothecated to Bank 2012 April 052015 HDFC Bank Limited Closure Date - April Limited (BMW) 052015
None of the above loans is secured against any of the security (as detailed in Offer Details section above)
B The Secured Debentures of the Company outstanding as on March 312013 are as under
ILampFS Secured 17 Monthly 1 14th part of the first floor Trust Redeemable installment (without Roof Right) being 45 Company Non- pa s Start sq yards out of 180 sq yards of Limited Convertible date- the first floor constructed on
Debentures 2205201 free-hold land bearing plot No Series shy I of 1 RZ-D-5 First Floor Mahavir aggregate Closure Enclave New Delhi -110045 face value of dateshy admeasuring 180 sq yards out 2202201 ofkhasra number 8314 35000000 4 situated in the area of village 0- (Rupees Palam now known as Mahavir Thirty Five Enclave Block -D New Delhi-Crores) 110045 issued at a discount of 2 Mortgage assignment of all the 17513shy rights title and interest
4 The figures are as per the audited balance Sheet for the financial year ending March 31 2013
----- shy
(Rupees whatsoever of the Company in Seventeen to under andor in respect of Thousand the collaboration agreements Five dated 27102007 and Hundred 01072010 executed with CDPL and Thirteen for development and only) on the construction of the Commercial face value Complex and sale of FSI to the (being ~ extent of 625000 Sq Ft along 10000001- with proportionate interest in (Rupees Ten the underlying land inl of the Lakhs only)) Commercial Complex of each debenture 3 Out of the total sanctioned FSI
of 702871 Sq Ft of Commercial Complex mortgage and charge over FSI equivalent to 625000 Sq Ft including prorata share over all that piece and parcel of free hold land admeasuring 95 acres (approx located at Sector 82A Gurgaon Haryana India over which the Commercial Complex is proposed to constructedI developed together with proportionate buildings and structures thereon AND the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
4 Pledge of entire issued equity share capital of CDPL
5 Post-dated cheques
6 Personal Guarantee of the Promoter viz Mr Vijay Gupta
ILampFS Secured 17 Monthly 1 114th part of the first floor Trust Redeemable installment (without Roof Right) being 45 Company Non- pa s Start sq yards out of 180 sq yards 0 f Ltd Convertible date- the first floor constructed on
Debentures 1506201 free-hold land bearing plot No Series - II of 1 RZ-D-5 First Floo~ M~ct[~ aggregate Closure Enclave New DelhI -11
-_ ()-4~-----
ltshy -
---- ----- ---------------shyface value of date- admeasuring 180 sq yards out ~ 1505201 of khasra number 83 14 42500000 4 situated in the area of village 0- (Rupees Palam now known as Mahavir Forty Two Enclave Block -D New Delhi-Crares) Fifty 110045 Lakhs
2 Mortgage assignment of all theissued at a rights title and interestdiscount of ~ whatsoever of the Company in58065shyto under andor in respect of(Rupees Fifty the collaboration agreementsEight dated 27102007 andThousand 01072010 executed with CDPLSixty Five for development andOnly) on the construction of the Commercialface value Complex and sale of FSI to the(being ~ extent of 625000 Sq Ft along1000000 shywith proportionate interest in(Rupees Ten the underlying land in of theLakhs only)) Commercial Complexof each
debenture 3 Out of the total sanctioned FSI of702871 Sq Ft of Commercial Complex mortgage and charge over FSI equivalent to 625000 Sq Ft including prorata share over all that piece and parcel of free hold land admeasuring 95 acres (approx) located at Sector 82A Gurgaon Haryana India over which the Commercial Complex is proposed to constructed developed together with proportionate buildings and structures thereon AND the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
4 Pledge of entire issued equity share capital of CDPL
5 Post-dated cheques
---6 Personal Guarantee of the Promoter viz Mr Vijay(qtipta
1
IDEI Trusteeshi p services Limited
Secured Redeemable Optional Convertible Debentures of aggregate face value of
80000000 0- (Rupees Eighty Crore Only) on the face value (being 5000000shy(Rupees Fifty Lakhs only)) of each debenture
Qu art erly Co u po n Rat e of 55
The company shall be obliged to redeem the OCDs in four equal installment s starting from march 31 2014 over a period of 6 (six) financial quarters (the first such financial quarter ending on March 31 2014) such that the OCDs are completely redeemed on June 302015
(i) First sole amp exclusive charge by way of(a) equitable mortgage on the Mortgaged Security Property I and (b) equitable mortgage on the Mortgaged Security Property II
Mortgaged Security Property-I shall mean 23268 acres out of the larger property being the aggregate of 19218 acres (forming part of 25018 acres of land for which License is in place) and the 405 acres for which letter of intent is in place along with the proportionate floor space index and all present and future buildings and structures constructed thereon and all the rights title and interest of the Company and the concerned group housing project landowners over such property excluding 404 (four hundred and four) number of units constructedto be constructed over the aforesaid 19218 acres as more particularly detailed III the transaction documents
Mortgaged Security Property-II shall mean 696 acres out of the security property-II 1004 acres of acquired land in Sector 85 Gurgaon Haryana along with the proportionate floor space index and all present and future buildings and structures constructed thereon and all the rights title and interest of the Company and the concerned group housing project landowners over such property
(ii) first sole and exclusive charge on present and future basis by way of hypothecation on the relevant group housing _poject
-------------------------~----------~-----------------------------receivables from time to time and monies lying and credited into the escrow accounts at any point in time including any fIxed deposits created in accordance with the escrow account agreement out of such monies from time to time together with all and any interest accruing in respect thereof and
(iii) The issuance of personal guarantees by the Promoters in favour of IDBI guaranteeing the fulfIllment of the secured obligations
The NCD Series - I were fully redeemed on July 272013
2 Details of Unsecured Borrowings5
The unsecured loans of the Company outstanding as on March 31 2013 follows
(in ~)
Loan from Body Corporate Flair Exports Pvt Ltd Seh Realtors Pvt Ltd Citland Commercial and Credits Ltd Delhi Brass and Metal Works Pvt Ltd Span India Pvt Ltd Loan Directors Shareholders and their Relatives Amit Gupta-Loan Taken Vijay Gupta (Loan Taken) Amit Gupta (HUF) Green Bay Infrastructure Pvt Ltd Kusum Gupta Mamta Gupta Pooja Gupta Vijay Gupta(HUF)
5000000000 10000000000 16670000000 6670000000
11670000000
2850848000 7929999985
20000000 32146887100
2466000000 5625400000 3250000000
92100000
5 The figures are as per audited financial for the financial year ending March 31 2013
Page 300[60
3 Details of Bank Guarantee6
Bank Guarantee by the Company in respect of Orris Business Square - 95 Acres
ICICI Bank 1 Limited June 182010
Issued by ICICI Bank June 182010 and Valid till October 28 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 2 Bank Ltd Jan 03 2013
ICICI Bank 3 Limited February 232011
Director Town and Country Planning Chandigarh
Director Town and Country Planning Chandigarh Haryana State Pollution Control Board
62946450 October 282012
5938000 October 272014
3750000 February 222016
Bank Guarantee by the Company in respect of Carnation Residency Aster Court Aster Court premier amp Villas 33 -25018 Acres
Issued by ICICI Bank on September 232008 amendment dated September 102010 and valid till September 22 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 4 Bank Ltd September 222012
Issued by ICICI Bank on September 23 2008 amendment dated September 102010 and valid till September 22 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 5 Bank Ltd September 222012
Director Town and Country Planing Chandigarh 111524000
September 222014
Director Town and Country Planing Chandigarh
6 The figures are as per audited accounts for the financial year ending March 31 2013
Page 31 0[60
--
----- --- - shyIssued by ICICI Bank on December 16 2010 and expiry date is Dec 15 2015 but we close it Haryana with ICICI Bank and a State fresh guarantee was Pollution
ING Vysya issued by ING Vysya Control January 6 Bank Ltd bank on 23012013 Board 5000000 142016 Bank Guarantee by the Company in respect of Spring Homes middot10043 Acres
Director Town and Country
ING Vysya Planing September 7 Bank Ltd September 32012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 8 Bank Ltd September 3 2012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 9 Bank Ltd September 32012 Chandigarh 13112500 22016
Director Town and Country
ING Vysya Planing September 10 Bank Ltd September 32012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 11 Bank Ltd September 3 2012 Chandigarh 14752500 22016 Bank Guarantee by the Company in respect of Carnation Residency Aster Court Aster Court premier amp Villas 33 -405 Acres
Director Town and Country
ICICI Bank Planing August 71 12 Limited August 8 2011 Chandigarh 21632230 2015
Director Town and Country
ICICI Bank Planing August 7 13 Limited August 8 2011 Chandigarh
---shy5062~~t ~~015
6ltC [-I_i ~~-
I cel i Ieshy -
Note ~
10 Bank Guarantee of 35 Crore is issued by ING Vysya Bank 2 ING Vysya Bank has given counter guarantee against BG of 21632230
amp 5062500 issued for Aster Court Carnation Residency Aster Court Premier amp Villas 33 ING has given counter guarantee for 62946450 amp 3750000 issued for OB8
3 In OB8 all payment of EDC has been made so BG of 62946450 will be released which is already expired
4 Bank guarantee issued by ING Vysya bank is on 10 cash margin on fIxed deposit
5 Security offered against 35 Cr Bank guarantees issued by ING Vysya Bank is following
Orris HQ(J-I0S DLF Phase-II(Gurgaon)-Given as collateral security Janakpuri (C-3260 New Delhi)-Given as collateral security
4 Particulars of debt securities issued (i) for consideration other than cash whether in whole or in part (ii) at premium or discount or (iii) in pursuance of an option
The Company confIrms that save and except the following given below company has not issued any debt securities (i) for consideration other than cash whether in whole or in part (ii) at premium or discount or (iii) in pursuance of an option
bull NCD-I at discount
bull NCD-II at discount bull OCD in pursuance of an option
5 Servicing behavior on existing debt securities payment of due interest on due dates on term loans and debt securities
The Company hereby confIrms that
1 it has been servicing all its principal and interest on time and there has been no subsisting delay or default since its incorporation
Ii there is no subsisting default in repayment redemption of any of its borrowings nor has the Company affected any kind of roll over against any of its borrowings in the past
6 That the permissionconsent from the prior creditor for a second or pari passu charge being created in favor of the trustee to the proposed issue has been obtained
The existing mortgage over the Co~mercial Property s~all be ~leared~tT~l the Company and a no dues certifIcate shall be obtamed pnor ~~tMe -~0--o Deemed Date of Allotment Accordingly the Company hereby cott(rms 1
If) J -~ ~ 1( D gt~
Page 33 6 ~
that it does not require any consent permission to create security in relation to the Debentures as stipulated in this Information Memorandum Disclosure Document and the Security Documents
7 Any material eventdevelopment or change at time of issue or subsequent to the issue which may affect the issue or the Investors decision to invest continue to invest in the debt securities
Directors of the Company represent that there have been no material developments at the time of issue or subsequent to the issue which would materially and adversely affect or are likely to affect the business of the Company or the value of its assets or its ability to pay its liabilities
OTHER INFORMATION AND ISSUE PROCEDURE
The Debentures being offered as part of the Issue are subject to the provisions of the Act the Memorandum and Articles of Association of the Issuer the terms of this Information Memorandum Disclosure Document Application Form and other terms and conditions as may be incorporated in the Debenture Trust Deed and other Security Documents
Issue of Debentures in Dematerialised Form The Debentures will be issued in dematerialized form The necessary arrangements are being made with the Depositories for the issue of the Debentures in dematerialised form Investors will have to hold the Debentures in dematerialised form as per the provisions of Depositories Act 1996 The Company shall take necessary steps to credit the Debentures allotted to the depository account of the Investor
Trustee for the Debenture holder(s) The Issuer has appointed ILampFS Trust Company Limited to act as trustee for the Debenture holder(s) The Issuer and the Debenture Trustee intend to enter into the Debenture Trust Deed inter alia specifying the powers authorities and obligations of the Debenture Trustee and the Issuer The Debenture Trustee shall act based on the provisions of the Debenture Trust Deed The Debenture Trustee will at all times protect the interest of the Debenture holder(s) in accordance with the Debenture Trust Deed
Resignation and Removal of Debenture Trustee The Debenture Trustee and the Company declares that they shall not revoke the Trust hereby declared till the Debentures are redeemed in full The Debenture Trustee may at any time without assigning any reason and without being responsible for any loss or costs occasioned thereby resign as the Debenture Trustee provided that they shall continue to act as Debenture Trustee until a successor trustee is appointed by the Company The Debenture Trustee may also be removed by majority Debenture holders without assigning any reason as per Debenture Trust Deed
Sharing of Information The Issuer may with the written consent of the Debenture holder(s) exchange share or part with any financial or other information about the Debenture holder(s) available with the Issuer with its subsidiaries and affiliates and other banks financial institutions credit bureaus agencies statutory bodies as may be required
Debenture holder not a Shareholder Subject to the Debenture Trust Deed the Debenture holder(s) shall not be entitled to any right and privileges of shareholders other than those available
to them under the Act The Debentures shall not confer upon the Debentt5~r)(~IifI~
holders the right to receive notice(s) or to attend and to vote at any ge111- ~~ meeting(s) of the shareholders of the Issuer (5[ )~
r-)e i3 gt ~
Page 35 of 60--gt
Modification of Debentures or Information Memorandum Disclosure Document The Issuer may make modifications in the Information Memorandum Disclosure Document only upon receiving consent from the Debenture Trustee who in turn shall seek approval from majority Debenture holder(s)
Notices Any notice may be served by the Issuer upon the Debenture holders through post email fax or personal delivery addressed to such Debenture holder at his her registered address and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof All notice(s) to be given by the Debenture holder(s) shall be sent by post or email or fax or by hand delivery to the Issuer or to such persons at such address as may be notified by the Issuer from time to time through suitable communication and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof or at the expiry of the 3 rd day from the date such notice is dispatched whichever is earlier All correspondence regarding the Debentures should be marked Private Placement of Debentures
All notices from the Issuer shall be sent to the Debenture Trustee with copies to the Debenture Holders All notices to be sent by the Debenture Trustee to the Issuer andor the Promoters shall first be sent to the Debenture Holders for Debenture Holder Approval in terms of the Debenture Trust Deed The Debenture Trustee shall ensure and procure that any notice received by the Debenture Trustee from the Issuer andor the Promoters is shared by the Debenture Trustee with all the Debenture Holders of the Issuer within a period of 2 (two) Business Days from the date of receipt of such notice and in every event before the Debenture Trustee responds to such notice
Issue Procedure Only Eligible Investors as given hereunder may apply for the Debentures by completing the application form in the prescribed format as attached in Annexure 7 (Application Form) in BLOCK LETTERS in English as per the instructions contained therein The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the Application Form No application can be made for a fraction of a Debenture Application Forms should be duly completed in all respects and applications not completed in the said manner are liable to be rejected
The name of the applicants bank type of account and account number must be duly completed by the applicant This is required for the applicants own safety and these details will be printed on the refund orders and interest redemption payments c~~ F~~~gt
~ll ~~
~( ~ )~~Jy 11 ~
~ ~
Page 36 of60-~-~ ~
The Application Form must be accompanied by either demand draft(s) or cheque(s) drawn or made payable in favour of the Issuer or otherwise as may be set out in the Application Form and crossed Account Payee Only Cheque(s) or demand draft(s) may be drawn on any bank including a coshyoperative bank which is a member or a sub-member of the New Delhi Bankers Clearing House located If permitted the applicant may transfer payments required to be made in relation to any by electronic transfer of fundsRTGS to the bank account of the Issuer as per details mentioned in the Application Form
Application Procedure Eligible Investors will be invited to subscribe by way of the Application Form prescribed in the Information Memorandum Disclosure Document during the period between the Issue opening date and the Issue closing date (both dates inclusive)
Fictitious Application As a matter of abundant caution and although not applicable in the case of debentures attention of applicants is specially drawn to the provisions of sub-section (I) of Section 68A of the Act
Any person who (a) makes ina fictitious name an application to a company for acquiring or subscribing for any shares therein or (b) otherwise induces a company to allot or register any transfer of shares therein to him or any other person in a fictitious name shall be punishable with imprisonment for a term which may extend to five years
Basis ofAllotment The Investors will be required to remit the funds as well as submit the duly completed Application Form along with other necessary documents to Issuer by the Deemed Date of Allotment Deemed Date of Allotment for the Issue is 23-10-2013 by which date Investors would be intimated of allotment
Record Date The date falling seven days prior to the Due Date or if it happens to be a holiday then the immediately succeeding Business Day shall be the Record Date
Eligible Investors Only those Investors who have been addressed through a communication directly are eligible to apply No other Investor can apply All Investors are required to comply with the relevant regulationsguidelines applicable to them for investing in this issue of Debentures
Note Participation by potential Investors in the issue may be subject to statutory andor 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 ~egulatory requirements applicable t them inclu~i~~lctUi~ exchange controls and other requIrements Applicants ought to seek Independent l~~ -~lti and regulatory advice in relation to the laws applicable to them rtf ~t
Page 37 o~-) ~~
Application under Power of Attorney Original power of attorney or the relevant authority together with its certified true copy as the case may be along with the names and specimen signatures of all the authorized signatories and the tax exemption certificate document if any must be lodged at time of submission of the completed Application Form Further modifications additions in the power of attorney or authority should be notified to the Company at its registered office
Procedure for applying for Dematerialised Facility
I The applicant must have at least one beneficiary account with any of the Depository Participants of NSDLCDSL prior to making the application
2 The applicant must necessarily fill in the details (including the beneficiary account number and Depository Participants ID) appearing in the Application Form under the heading Details for Issue of Debentures in ElectronicDematerialised Form
3 Debentures allotted to an applicant will be credited directly to the applicants respective beneficiary account(s) with the Depository Participants
4 For subscribing to the Debentures names in the Application Form should be identical to those appearing in the account 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 in the Depository
5 Non-transferable allotment advicerefund orders will be directly sent to the applicant by the Registrar and Transfer Agent to the Issue
6 If incompleteincorrect details are given under the heading Details for Issue of Debentures in ElectronicDematerialised 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
7 For allotment of Debentures the address nomination details and other details of the applicant as registered with hisher DP shall be used for all correspondence with the applicant The applicant is therefore responsible for the correctness of hisher demographic details given in the Application Form vis-a-vis those with hisher Depository Participant In case the information is incorrect or insufficient the Issuer would not be liable for the losses if any
8 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 t- ~gti)L~-~(i ~page380~ ~
~nmiddotmiddotmiddotmiddot-middotmiddotmiddotmiddot ~lt---plusmn
Documents to be provided by Eligible Investors
Investors need to submit the following documentation as applicable
Memorandum and Articles of Association or other constitutional documents
Resolution power of attorney authorising investment
Specimen signatures of the authorised signatories duly certified by an appropriate authority
bull SEBI registration certificate (if applicable)
Copy ofPAN Card to be submitted
bull Application fonn (including RTGS details)
Mode of Payment All payments must be made through cheque(s)draft(s)transfersRTGS as set out in the Application Form
Depository Arrangements The Company has appointed Skyline Financial Services Private Limited as the Registrar and Transfer Agent for the present Issue and the Company shall make necessary depository arrangements with CDSL and NSDL for issue and holding of Debentures in dematerialised form
List of Beneficiaries The Issuer shall request the Depositories to provide a list of beneficiaries as at the end of the relevant Record Date This shall be the list which will be used for payments of interest or repayment of redemption monies or any other amounts payable on the Debentures as the case may be
Effect of Holidays Should any of the dates defined above or elsewhere in this Information Memorandum Disclosure Document (except the Deemed Date of Allotment) fallon a day other than a Business Day the immediately succeeding Business Day shall be considered as the effective date(s) In case Record Date book closure date falls on a day other than a Business Day the Business Day the succeeding day shall be the record date book closure date
Tax Deduction at Source Tax as applicable under the Income Tax Act 1961 or any other statutory modification or re-enactment thereof will be deducted at source on the interest payable on the Debentures Tax exemption certificatedocumentform under section 193 of the Income Tax Act 1961 if any must be lodged at th~ Registered Office of th~ Issuer at least fiftee~~~middot(iJ2~~ (15) days before the relevant mterest payment becommg due (~ 1
i t IJ W7i$0 ~---Page 39 of 6O____~ti-----
Letters of Allotment The Issuer shall issue a Letter of Allotment to each Debenture holder on the Deemed Date of Allotment The Debentures will be subsequently credited in dematerialised form within 2 (two) Business Days from the Deemed Date of Allotment
Deemed Date of Allotment All the benefits under the Debentures will accrue to the Debenture holders from the date of receipt of the application monies The actual allotment may take place on a date other than the Deemed Date of Allotment
Refunds For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within seven days from the Deemed Date of Allotment of the Debentures 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
Joint Holders Where two or more persons are holders of any Debenture(s) they shall deem to hold the same as joint tenants with benefits of survivorship
Mode of Transfer Debentures shall be transferred subject to and in accordance with the rules procedure as prescribed by the NSDL CDSL Depository participant of the transferor transferee and any other applicable laws and the rules notified in respect thereof 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 Transferor shall give delivery instructions containing details of the transferees DP account in his depository participant
Succession In the event of demise of Debenture holder the Company will recognize the executor or administrator of the deceased Debenture holder or the holder of succession certificate or other legal representative as having title to the Debentures The Company shall not be bound to recognize such executor administrator or holder of the succession certificate or other legal representatives as having title to the Debentures unless such executor or administrator obtains probate or letter of administration or such holder is the holder of succession certificate or other legal representation as the case may be from a competent Court in India having jurisdiction over the matter The Company may in their absolute discretion where it thinks fit dispense with production of probate or letter of administration or succession ~--~gt
l
certificate or other legal representation in order to recognize such holder ~1 ~)t)
Page 40 of6~ Vv pound ~o-middot~-
bull ~f V
being entitled to the Debentures standing in the name of deceased Debenture holder on production of sufficient documentary proof or indemnity
Nomination In the event of however a deceased Debenture holder(s) having nominated any person entitled to be registered as the Debenture holder in the event of his death such nominee shall be registered as the Debenture holder in place of the deceased Debenture holder
Page 41 of 60 shy
OTHER REGULATORY AND STATUTORY DISCLOSURES
Stock Exchange Disclaimer Clause It is to be distinctly understood that filing of this Information Memorandum Disclosure Document with the Stock Exchange should not is any way be deemed or construed that the same has been cleared or approved by the Stock exchange The Stock Exchange does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue has been made or for the correctness of the statements made or opinions expressed in this Information MemorandumDisclosure Document
Listing Disclaimer The Debentures are proposed to be listed on the Wholesale Debt Market segment of the BSE The Company shall comply with the requirements of the listing agreement to the extent applicable to it on a continuous basis and shall complete all formalities relating to listing of the Debentures
Companys Disclaimer Clause The Company certifies that the disclosures made in this Information MemorandumDisclosure Document are generally adequate and III
conformity with SEBI Regulations Further the Company accepts no responsibility for statements made otherwise than in the Information MemorandumDisclosure Document or Security Documents or any other material issued by or at the instance of the Company and anyone placing reliance on any source of information other than this Information Memorandum Disclosure Document and the Security Documents would be doing at their own risk and the Company will not be liable for such reliance
Issue of Debentures in Dematerialised Form The Debentures will be issued only in dematerialized form The Issuer has made arrangements with the Depositories for the issue of the Debentures in dematerialized form Investors will have to hold the Debentures in dematerialized form as per the provisions of Depositories Act 1996
Consents ILampFS Trust Company Limited has given its written consent for its appointment as debenture trustee to the Issue under Regulations 4(4) of the SEBI Regulations and inclusion of its name in the form and context in which it appears in this Information Memorandum Disclosure Document __
4ti)~ ~ A )ro)
C
Page 42 of60
ANNEXURE 1 SUMMARY TERM SHEET
--------------------------------------------------------------------------- shyIssuer Orris Infrastructure Private Limited
Instrument Secured Cumulative Redeemable Non-Convertible Debentures
Total number of 200 NCDs Face Value ~ 10000000- (Rupees One Crore only) per Debenture
Issue Size ~ 2000000000- (Rupees Two Hundred Crores only)
Issue Price At its face value ie ~ 10000000- (Rupees One Crore only) per Debenture
Mode of Private Placement Placement Object of the The proceeds from the issue shall be utilized for the general Issue corporate purposes of the Company
Form of listed Dematerialised issuance Deemed Date of 23-10-2013 or any other date as decided by the Issuer Allotment
Tenor 48 (forty eight) months from the Deemed Date of Allotment
Redemption After expiry of the Moratorium Period the Issuer shall redeem the Debentures in equal monthly installments over a period of 33 (thirty three) months on each Due Date subject to premature redemption as permitted under the Debenture Trust Deed
Moratorium Period of 15 (Fifteen) months from the Deemed Date of Allotment Period Interest Rate Interest will be payable at the interest rate of 20 (Twenty percent)
per annum payable monthly on the Outstanding Amounts as per the Payment Schedule (refer Annexure 2 to this Information Memorandum Disclosure Document)
The first installment for interest payment shall also include an additional amount equivalent to 125 (one point two five percent) of the issue size (excluding any applicable taxes) to the Debenture holders in proportion to the Debentures held by them
Market Lot One (1) Debenture
Minimum Application
Early Repayment
Escrow Mechanism
------shy
Subject to the conditions specified in the Debenture Trust Deed (Premature Redemption) the Issuer shall have a onetime option to prematurely redeem in a single tranche and not exceeding 25 (twenty five) of the outstanding Debenture Principal Amount at any time after expiry of the 24 (twenty four) months from the Deemed Date of Allotment till the expiry of 30 (Thirty) months of the Deemed Date of Allotment (Premature Redemption Period) The Premature Redemption shall be exercised in a single tranche and shall be subject to fulfillment of each of the following conditions that the Company prematurely redeems Debentures equivalent to an amount in the multiples of ~ 50000000- (Rupees Five Crores Only) with the minimum amount being ~ 150000000- (Rupees Fifteen Crores Only) for redemption in excess of the amounts permitted for Premature Redemption as specified above the Issuer shall pay a premature redemption premium of 2 (two percent) on the amount being redeemed and paid by the Issuer plus applicable service tax or other statutory levy if any subject to deduction of income tax at the rate prescribed under the Income Tax Act 1961 (Premature Redemption Premium) subject to the Escrow Mechanism below the Issuer shall have the option to prematurely redeem the Debentures after the expiry of the Premature Redemption Period without paying any Premature Redemption Premium provided such amounts are in accordance with sub-clause (a) above and any redemption of Debentures by the Issuer in accordance with this Deed shall be proportionate redemption of all the Debentures together through reduction in face value of each Debenture Further the redemption of the Debentures may be carried out in accordance with the Escrow Mechanism mentioned below
All receivables from the Project will be deposited by the Company in an Escrow Account All monies deposited in the Escrow Account shall be utilized in following order Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal with respect to the Debentures Only upon satisfaction of the requirement of (1) and (2) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account towards withdrawal of upto ~ 900000000 (Rupees Ninety Crores only) by the Company After withdrawal of ~ 900000000 (Rupees Ninety Crores only) by the Company
Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal witl]_x~secttyct to
-_8f~~the Debentures (f~X-~~~
~ ) Page 44 amp1 ~____~i
--------------------------------------- -- -------------
Debt Service Reserve Account (DSRA)
Put Option
Issue open on
Issue closed on
Basis for Interest calculation
Listing
Depository
Credit Rating
Security
Only upon satisfaction of the requirement of (a) and (b) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account 60 (Sixty percent) of any further monies in the Escrow Account shall be used to accelerate the redemption of the Debentures and the remaining 40 shall be withdrawn by the Company
Shall mean an amount being not less than ~ 60000000 (Rupees Six Crores only) to be maintained by the Company in the Escrow Account at all times
In the event of a default as defined iIi the Debenture Trust Deed the Debenture Trustee (on instructions from the Debenture holders) can exercise a put option on the Promoters to buy back the entire outstanding Debentures
04-10-2013 or any other date as decided by the Issuer
23-10-2013 or any other date as decided by the Issuer
Interest payable on the Debentures shall accrue on a day to day basis and shall be computed on the basis of 365 (Three Hundred Sixty Five) days divided equally for each of the twelve calendar months
At the WDM segment of the BSE
NSDL and CDSL
ICRA B+ by ICRA Limited
The Debentures together with any interest accrued thereon and outstanding amounts Debenture Trustees remuneration and all costs charges expenses and all other monies due in respect of the Debentures shall be secured by
First and exclusive charge on all Project Receivables through the Deed of Hypothecation together with the Escrow Agreement and such charge will be superior to any other claims on the Project Receivables First and exclusive charge on all amounts lying to the credit of the Escrow Account under the Deed of Hypothecation First and exclusive charge by way of equitable mortgage on the Commercial Property (Mortgaged Property) through execution of a registered Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property in favour of the Debenture Trustee together with a declaration cum undertaking from CDPL declaring the creation of mortgage by deposit of titly-~Si~6d~~ the
I-SI ~~
Page 4~60
----------------------------------------------------------------------------------Commercial Property in terms of the memorandum of entry Equitable mortgage and exclusive charge over FSI equivalent to 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of the Commercial Project together with all the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
Exclusive charge over all the rights title interest benefits claims demands of any nature whatsoever of the Company under andor in respect of the CDPL Collaboration Agreements for development and construction of the Commercial Colony and the entire FSI in the Commercial Project along with proportionate undivided interest in the underlying land and without limitation the following the right to compel performance thereunder and to substitute or be substituted for the Company thereunder and to substitute and be substituted thereunder for the Company thereunder and to commence and conduct either in the name of the Company or in its own name or otherwise any proceedings against any person in respect of any breach of the CDPL Collaboration Agreements and all claims of the Company including in any proceedings against all or any such persons to any amounts owing to or received by the Company thereunder and the rights and benefits of all Approvals to the extent capable of assignment together with the right to further assign any of the CDPL Collaboration Agreements and such Approvals to any Person Pledge of shares representing the entire issued and paid up share capital of CDPL under the Deed of Pledge Personal Guarantee of Sh Vijay Gupta Sh Amit Gupta and Smt Kusum Gupta and Cheques
Security Creation The Security shall be created in the favour of the Debenture Trustee on or before the Deemed Date of Allotment
Representation The representations and warranties of the Company will be set out and Warranties in the Debenture Trust Deed
Event ofDefault All events of default as set out in the Debenture Trust Deed
Upon occurrence of such event of default Debenture Trustee shall (on instruction from the Debenture holders) issue a written notice of default to the Company and grant to the Company a cure period in accordance with the terms of Security Documents
The consequences of an event of default shall be governed_lgtY the provisions in the Security Documents and shall inclu9~~ayfu~i1t of
default interest and enforcement of the Security in the manner specified In the Security Documents including appointment of nominee director(s)
Default Interest An additional interest of 4 pa (four percent per annum) over and Rate above the Interest Rate (as defined hereinafter) (viz the default
interest rate shall be 24 (twenty four percent) payable in relation to the Debentures and the Outstanding Amounts payable In accordance with Security Documents
Registrar and Skyline Financial Services Private Limited Transfer Agent
Compliance All provisions clauses regulations specified by GOISEBIRoCBSE with respect to issue and listing of Redeemable and Secured Non-Convertible Debentures shall be complied with by the Company
Assignment Each Investor may transfer or dispose a part or the whole of its Transferability Debentures without the Companys consent
Governing Law The governing law will be the laws of India and the parties submit to and Jurisdiction the exclusive jurisdiction of the courts in Delhi
~-~---~-~
u c tL ~If) -~~-J bull (
Page 47 of60
ANNEXURE 2 PAYMENT SCHEDULE
Due date
Month 0
Last Day ofMonth 1
Last Day ofMonth 2
Last Day ofMonth 3
Last Day ofMonth 4
Last Day ofMonth 5
Last Day ofMonth 6
Last Day of Month 7
Last Day ofMonth 8
Last Day of Month 9
Last Day of Month 10
Last Day of Month 11
Last Day of Month 12
Last Day of Month 13
Last Day of Month 14
Last Day ofMonth 15
Last Day of Month 16
Last Day of Month 17
Last Day of Month 18
Last Day ofMonth 19
Last Day ofMonth 20
Last Day of Month 21
Last Day of Month 22
Last Day ofMonth 23
Last Day of Month 24
Last Day ofMonth 25
Last Day of Month 26
Last Day ofMonth 27
Outstandino D b t b
e en nre1 su )scrIptlOn amount
I dat mont I en
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
1939393939
1878787879
1818181818
1757575758
1696969697
1636363636
1575757576
1515151515
1454545455
1393939394
1333333333
1272727273
I nterest
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
32323232
31313131
30303030
29292929
28282828
27272727
26262626
25252525
24242424
23232323
22222222
Debenture Payment to I t D b tSll )SCrIP Ion e en nre
t H Idamoun 0 ers
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
60606061 93939394
60606061 92929293
60606061 91919192
60606061 90909091
60606061 89898990
60606061 88888889
60606061 87878788
60606061 86868687
60606061 85858586
60606061 84848485
60606061 83838384
60606061 8~~3 j()gt t~( S( )Page48~60
-
Due date su
Last Day of Month 28
Last Day of Month 29
Last Day of Month 30
Last Day of Month 31
Last Day ofMonth 32
Last Day of Month 33
Last Day of Month 34
Last Day of Month 35
Last Day of Month 36
Last Day of Month 37
Last Day of Month 38
Last Day of Month 39
Last Day of Month 40
Last Day of Month 41
Last Day of Month 42
Last Day of Month 43
Last Day of Month 44
Last Day ofMonth 45
Last Day of Month 46
Last Day of Month 47
Last Day of Tenor
Outstandino D b t b
b ~ t~n ure t SCrIp Ion amoun
t th da mon en
1212121212
1151515152
1090909091
1030303030
969696970
909090909
848484848
787878788
727272727
666666667
606060606
545454545
484848485
424242424
363636364
303030303
242424242
181818182
121212121
60606061
Debentme Payment to Interest subscription
t amoun Debenture
H ld0 ers
21212121 60606061 81818182
20202020 60606061 80808081
19191919 60606061 79797980
18181818 60606061 78787879
17171717 60606061 77777778
16161616 60606061 76767677
15151515 60606061 75757576
14141414 60606061 74747475
13131313 60606061 73737374
12121212 60606061 72727273
11111111 60606061 71717172
10101010 60606061 70707071
9090909 60606061 69696970
8080808 60606061 68686869
7070707 60606061 67676768
6060606 60606061 66666667
5050505 60606061 65656566
4040404 60606061 64646465
3030303 60606061 63636364
2020202 60606061 62626263
1010101 60606061 61616162
The interest payment on the first Due Date shall vary depending on the date onwh~h the
application monies for Debentures arc received til 1~~1
1bull kAij~ lt laquo~~gt ~
-
--
Page 49 of60
ANNEXURE 3
UNDERTAKING BY THE COMPANY
The Company undertakes that bull In the event the Debentures are issued in physical form the Company
shall use a common form of transfer
bull It will provide on a half yearly basis a compliance certificate duly certified by the Debenture Trustee to the Debenture holders in respect of compliance with the terms and conditions of Issue as contained in this Information Memorandum Disclosure Document and
bull Every credit rating obtained shall be periodically reviewed by the Credit Rating Agency and any revision in the rating shall be promptly disclosed by the Company to the Stock Exchange Any change in rating shall be promptly disseminated to Debenture holders and prospective Investors in such manner as the BSE may determine from time to time All information and reports on the Debentures including compliance reports filed by the Company and the Debenture Trustee shall be disseminated to the Debenture holders and the general public by placing them on the website of the Company and shall through the Debenture Trust Deed request the Debenture Trustee to place the same on its website
bull The above Information Memorandum Disclosure Document IS
compliant with all disclosures required to be made for listing of senior non-convertible debentures on a private placement basis on a recognized stock exchange as specified in Schedule I under Regulation 21 of the Securities and Exchange Board of India (Issuing and Listing of Debt Securities) Regulations 2008
laquo~~(~I0~~ For o~InCr ~cture Private Limited
~~WIVijay~
(Chairman)
Page 50 of60
ANNEXURE 4
CREDIT RATING LETTER FROM ICRA LIMITED
Ie R A Limited
Ref DRAT2013-140-362
Mr Sanjay Aggarwal VP - Accounts amp raxation Orris Infrastructure Private Limited J-105 DLF Phase -II MG Road Gurgaon - 122002 Haryana
May 21 2013
Dear Sir
Rc ICRA-assigned Credit Rating for Rs 200 crore NCD Programmc of Orris Infrastructurc l)rivate Limited (instrument details in Annexure)
Please refer to your Rating Requisition dated May 112013 and the subsequent Rating Agreement of May 162013 for carrying out the rating of the aforesaid Bond Programme The Rating Committee
of ICRA after due consideration has assigned a [ICRAIB+ (pronounced as ICM B plus) rating
to the captioned Bond Programme
We would appreciate if you can sign on the duplicate copy of this letter and send it to us within 7
days from the date of this letter as confirmation about the use of the assigned rating The rationale
for assigning the above rating will be sent to you on receipt of your confirmation about the use of our rating as above Any intimation by you about the above rating to any BankerLending
AgencyGovernment AuthoritiesStock Exchange would constitute use of this rating by you
This rating is specific to the terms and conditions of the proposed issue as was indicated to us by you
and any change In the tenns or size of the issue would require the rating to be reviewed by us If
there is any change in the terms and conditions or size of the instrument rated as above the same must be brought to our notice before the issue of the instrument If there is nny such change after the
rating is assigned by us and confirmed to use by you it would be subject to our review and may result in change in the rating assigned
ICRA reserves the right to suspend withdraw or revise the above at any (ime on the basis of new information 01 unav~ilability of information or such other circumstances which ICRA believes may
have an impact on the rating assigned to you
The rating as aforesaid howeVer should not be treated as a recommendation to buy sell or hold the
bonds to be issued by you If the instrument rated as above is not issued by you within a period of 3
BuUding No 5 2 Floor TeL + 91 - 124 - 4545300 wOiosite wwwicraJn Tower A DLF cyber City Fax + 91 - 124 - 4050424 email infoicralndiacom Phase ll Gurgaon 122002
Regd Office 1105 Kailash Building 11 Floor 26 Kastuma Gandhi Marg NeW Delhi - 110001
RATING RES EAR eli INFORMATION
months from the date of this letter communicating the rating the same would stand withdrawn unless
revalidated before the expiry of 3 months
You arc required to forthwith inform us about any default or delay in repayment of intcrest or
principal amount of the instrument mtcd as above or any other debt instruments borrowing Y nu are also required to keep llS forthwith informed of any other devclopments which may have a direct
or indirect impact on the debt servicing capability of the company including any proposal for reshy
schedulement or postponement of the repayment programmes oCthe dues debts of the company with
any lendcr(s) investor(s)
You are required to inform us immediately as and when the borrowing limit for the instrument rated
as above or as prescribed by the regulatory authority (ies) is exceeded
We thank you for your kind cooperation extended during the course of the rating exercise Should
you require any clarification please do not hesitate to get in touch with us
With kind regards
Yours sincerely
for IeRA Limited
-- Iobit Inamdar S (Senior Vice President) (Analyst)
Page 52 of60
Annexure
Details of the bank limits rated by leRA (Rated on long term seale)
Page 53 of60
I eRA limited AIIA~fIiI ofMoltldyIInvllllttmI ~
Ref DRATfl013middot140middot3611
Date August 222013
MI Sanjay AggarwaJ VP - Accounts amp Taxation Orris Infrastructure Private Limited JmiddotIO5 DLF Phasemiddotll MG Road Gurgaonmiddot J22002 Haryana
Dear Sir
Re leRA ruting for Rs 2000 crote NCD Progrumme of Orris Infrastructure Private Umlted
This is with reference to your letter dated August 9 2013 for re-validating your rating for the Rs 200 erore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Boods programme ofyour company and last communicated to you vide QuI letter dated May 212013 stands The other terms and conditions for the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DlRAT12013middot 1410-362 dated May 2013 stands
With kind regards For lCRA Limited
(Senior Vice President)
T~middot + 91middot 124 bull ~ website VWW bulliCfSio fw + 91 124 -~ email info~middoticralndiagtcom
Page 54 of60
Ie R A Lim
Ref DfRAT2013-14O-364
Date October 03 2013
Mr Sanjay Aggarwal VP - Accounts amp Taxation Orris Infrastructure Private Limited J-105 DLF Phasemiddotmiddotll MG Road Gurgaon - 122002 Haryana
Dear Sir
Re ICRA rating for Rs 2000 crOTe NCD Programme of Orris Infrastructure Private Limited
This is with reference to your letter dated September 03 2013 for re-validating your rating for the Rs 200 crore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Bonds programrne of your company and last conununicated to you vide our letter dated August 22 2013 stands The other terrns and conditions fur the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DRATI2QI3middot 14()362 dated May WI3 stands
With kind regards For [eRA Limited
Vi (Senior Vice President)
Buildlng No 2 Iloot Tel + 81 124 - 4545300 websf1e WWWJCf8D
Tower A Cyber Oily Fax + 91 124 bull 4000424 ilImaH lnfoicralfldliLcof1
Phase II Gurgaonmiddot 1~
Regd Offictl noo iltailash Building i 1 Floor 26 KDtwoo Qandhi Marg New Delhi bull 110001
RATING RES EAR C H INfORMATION
Page 55 of60
ANNEXURE 5
CONSENT LETTER FROM DEBENTURE TRUSTEE
Ref No 1750 ITCL JUtmiddots I ru~1 Company Limilt~d
September 30 2013
Orris Infrastructure Private limited (Company) Jmiddot105 OLF PhaSe - 11 MG Road Gurgaon 122002
Kind Attention Mr Vljay Gupta Director
Sub listed Secured Redeemable Non Convertible Debentures (NCDs) aggregating to Rs 200 crs proposed to be issued by the Company on private placement basis
Dear Sirs
This is with reference to our discussion regarding appointment of ILampFS Trust Company limited (ITCL) as Debenture Trustee for the proposedlssue of listed Secured Redeemable NCDsof Rs 1 crore each aggregating to Rs 200 crs to ~ issued by the Company on private placement basis In this regard VIle do hereby give out consent to act as the Debenture Trustee subject to the Company agreeing to the following conditions
1 The Company agrees and undertakes to create the securities over such terms and conditions as detai~d in the signed Information Memorandum as submitted to us and execute the Debenture Trust Deed and other necessary security documents as required
2 The Company agrees amp undertakes to pay Debenture Trustees so long as they hold the office of the De~nture Trustee remuneration as stated in appointment letter dated July 30 2013 for the services as Debenture Trustee in addition to all legal travelling and other costS charges and expenses which the Debenture Trustee or their officers employees or agents rnayiocur in relation to execution of the Debenture Trust Deed and all other documents affecting the Security till the monies in respect of the Debentures have been fully paid-off and the requisite formalities for satisfaction of charge in aU respects have been complied with
3 The Company agrees ft undertakes to comply with the provisions of SEal (Debenture Trustees) Reguliltions 1993 SE61 (Issue and Listing of Debt Securitles) Regulations 2008 SEBICircutar No$EaIIlMOOfgtl1Sondl2oo911 105 dated 11052009 on Simplified Listing Agreement for Debt Securities read with the SEBl Circular No SEBIIIMDDOF-1 tBONDlClr-5120o9 dated the 16th November 2009 the Companies Act 19l)6 ilnd other applicable proviSions I circulars guidelines etc as applicable and amended from time to time and agrees to furnish to Trustees such information in terms of the same on regular basis
Sincerely For ILftFS Trust Company lilDi~d
lL__~~ ~ ~ ~~~ --- ~
Authorized Signatory
lUfFS Finru1 Centre PloINo C 22 G Block 5th Floor Bjr Kurio Complex Bandra (Eastl Mumbamiddotmiddot 40(K)SI INDIA
Bangalor( Office ILEtFSTru1 (ompally Ltdbull ALmiddotLalheef 151 Floor No 2Unioll Slreet Offlnanlry Raad Banglore 5hlX)OI INDIA
New Delhi Offire ILftFSTrusl (ompY tId Amiddot26a lsI Ploor Bhishm Pithamah Marg DefencfCoony New Delhi - 110024 INDIA
Kolkala Offilaquo ILftfSTrusl Company Ltd ILIIFS Constantia lnlflPor n Dr11 lIt Bramachari Street Kolkata bull 700017 INDIA
Page 56 of60
ANNEXURE 6
CONSENT LETTER FROM REGISTRAR AND TRANSFER AGENT i
Skyline Financial Serrr)ices Pvt Ltd SEBI REGISTERED CATEGORY1 REGk)IRARS ampSHARE TRANSfRAtgtENT D153A Ht Floor () nol Area Ph bullbullbullI New Dolhmiddot llO 020 1 9 middot1126812682 2S612~83 EmiddotmaI nOlltyhOaccrn tte-oSi$ wwwSiltyllnfHla_all1
August 29 2013
MrVlneel Kumar Gupta
Sr Manaler Secretarial
Orris InfraSlrucllJre Private Limited
Orris la M G Road
Gurgaoo - 1iG 002 (Hr)
Sub Consent to aet as Registrar to Issue and TfBllSfer Agent
DearSJr
Thls1s in reference 10 YOllr email datild AugJS1 29 2013 We hereby give our consent to act as 21
Registrar to IsSue and Transfer Agent for your propOSed issue of 1O - conveo1ibledebentures Of Rs
20000 Crore (jl1d our name IS Registrar to i$sueandShare Transfer agent may please be included in
Thanking you Y()ursfailhfufy
Vice- President
Page 57 0[60
--
-------
ANNEXURE 7
APPLICA TION FORM
ORRIS INFRASTRUCTURE PRIVATE LIMITED Registered Office RZ-D-5 Mahavir Enclave New Delhi 110045
Corporate Office 1-105 DLF Phase II Mehrauli Gurgaon Gurgaon -122002
Application No ___ Date
Dear Sirs
VWe have read and understood the terms and conditions of issue by Orris Infrastructure Private Limited of senior secured cumulative redeemable Non-Convertible Debentures of face value ~ 10000000 (Rupees One Crores only) having a coupon rate of 20 pa on a private placement basis on the face value aggregating to ~ 2000000000- (Rupees Two Hundred Crores only) (Debenture) contained in the Information Memorandum Disclosure Document dated __2013 VWe bind ourselves to the terms and conditions as contained in the Information Memorandum Disclosure Document and wish to apply for allotment of these Debentures The amount payable on application as shown below is remitted herewith On allotment please place myour name(s) on the Register of Debenture holder(s)
(Please read carefully the instructions on the next page before filling this form)
No of Debentures applied No in figures No in words for
Amount (~)
Detal s I 0 f payment ChequesDemand Date Drawn on Bank DraftlRTGS Details
Applicants Name amp Address in full (please use capital letters)
Pin Code Telephone I Fax Email
I Status Bankin~ Company ( ) Insurance Company ( ) Other ( ) (specify in case of others) Name of Authorized Signatory Designation Signatures Signatoty
Details of Bank Account Bank Name amp Branch Nature ofAccount Account No IFSCINEFT Code middot)---~1
-- --
Depository Details
I1We the undersigned want to hold the Debentures of the Company in the dematerialised fonn Details of myour Beneficiary Account are given below
Depository Participant Name - shy
DPID
Beneficiary Account Number shy
Name of the Applicant
() II We understand that in case of allotment of Debentures to my lour Beneficiary Account as mentioned above would be credited to the extent of Debentures allotted
Taxpayers PAN I GIR No IT CircleIW ardlDistrict ( ) Not Allotted
Tax Deduction Status () Fully ( ) Tax to be ()Yes ONo Exempt deducted at
Source
I1We hereby understand that the Company has not provided and will not provide any material or other infonnation regarding the Debentures except as included in the Infonnation Memorandum Disclosure Document
Signature of the Applicant _________________(Tear here)__________
ACKNOWLEDGEMENT SLIP
Application No Date -- shyReceived From
1shy----------------------~
By ChequelDemand DraftlRTGS No
drawn on towards application for ______ Debentures (Chequesl Demand Drafts are subject to realisation)
For Orris Infrastructure Pvt Ltd
For all further correspondence please contact INFRASTRUCTURE PRIVATE LIMITED Tel +91 124-4979200
Page 59 of60
10
INSTRUCTIONS
You must complete application in full in BLOCK LETTERS IN ENGLISH
2 Your Signatures should be made in English or in any of the Indian languages
3 Application forms duly completed in all respects together with high value Cheques Pay Order Demand Drafts must be lodged at the Orris Infrastructure Private Limited Corporate Office (as provided above)
4 Payments through RTGS shall be made as follows
Beneficiary Account name Orris Infrastructure Private Limited IFSC Code UTIB0000056 Bank Account No 056010200015303 Bank Axis Bank Ltd Branch Sec-14 Gurgaon
5 The Cheque(s)Demand Draft(s) of high value clearing zone should be drawn in favour of ORRIS INFRASTRUCTURE PVT LIMITED and crossed Ale payee only Cheque(s)Demand draft(s) may be drawn on any scheduled bank and payable at Delhi
6 Mr Vineet Gupta as authorised representative of the Company will issue the Acknowledgement Slip (appearing below the Application Form) as acknowledgement of receipt of applications No separate receipt will be issued
7 You should mention your Permanent Account Number or the GIR number allotted under Income- Tax Act 1961 and the Income-Tax CirclelWardlDistrict In case where neither the PAN nor GIR number has been allotted the fact of non-allotment should be mentioned in the application form in the space provided
8 The application would be accepted as per the terms of the issue outlined in the Information Memorandum Disclosure DOC~fii
r1- -~0 gt tl~~ ~gt
j )j~ (~~ ~O
~ shy
Page 60 of60
In connection with listing of Debentures with BSE the Company hereby undertakes to comply with all requirements of the Act applicable SEBI rules and regulations including Securities and Exchange Board of India (Issue and listing of Debt Securities) Regulation 2008 and the listing agreement with BSE
15 Market Lot The minimum lot size for trading of the Debentures on the Stock Exchange is proposed to be one (1) Debenture
16 Underwriting of the Issue The present Issue of Debentures has not been underwritten
17 Tax Benefits The Debenture holder(s) are advised to consider in their own case the tax implications in respect of subscription to the Debentures after consulting their respective tax advisor
18 Governing Law The Debentures shall be construed to be governed in accordance with the laws of India Any dispute arising thereof will be subject to exclusive jurisdiction of the courts in Delhi Over and above the aforesaid terms and conditions the said Debentures shall be subject to the terms and conditions of the Security Documents
19 Debenture Redemption Reserve The Company hereby agrees and undertakes to create a debenture redemption reserve as per the provisions of the Security Documents the Act and the rules regulations notifications and circulars issued by the Ministry of Corporate Affairs and if during the currency of these presents any guidelines are formulated (or modified or revised) by the Central Government or any government agency or corporation having authority under Law in respect of creation of debenture redemption reserve applicable to the Debentures the Company shall duly abide by such guidelines and execute all such applicable supplemental letters agreements and deeds of modifications as may be statutorily required by the Debenture holders or the Debenture Trustee
20 Undertaking to use a Common Form of Transfer The issue of Debentures shall be made in dematerialized form only and no Debentures will be issued in physical form However the Company will use a common transfer form for physical holdings if at a later stage there is any holding in physical form due to the depository giving any Debenture holder the option to rematerialize the Debentures
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
The following contracts documents not being contracts entered into in the ordinary course of business carried on by the Company or entered into more than two years before the date of this Information Memorandum Disclosure Document which are or may be deemed material have been entered into by the Company These material contracts or documents may be inspected at the Registered Office of the Issuer from 1000 am to 100 pm on all working days from the date of this Information Memorandum Disclosure Document until the date of closure of this Issue
Material Contracts 1 Copy of the letter from Skyline Financial Services Private Limited to the
Company giving their consent to act as the Registrar and Transfer Agent to the Issue
2 Copy of letter from ILampFS Trust Company Limited to the Company giving their consent to act as the Debenture Trustee to the Issue
Material Documents L Memorandum and Articles of Association of the Company as amended
from time to time
2 Credit rating letter from ICRA Limited
3 Copy of Certificate oflncorporation of the Company dated July 262006
4 Certified true copy of the resolution dated June 24 2013 approving the issue of Debentures and creation of securities on the term and conditions stated in this Information Memorandum Disclosure Document
5 Copy of Tripartite Agreement dated 17-02-2011 between the Company the Registrar and Transfer Agent and the CDSL (Depository)and Copy of Tripartite Agreement dated 03-03-2011 between the Company the Registrar and Transfer Agent and the NSDL (Depository)
6 Copies of Audited Financials of the Company for the last three financial years
DISCLOSURE ON EXISTING FINANCIAL INDEBTNESS
1 Details of Secured Borrowings4
Ao The secured loans of the Company outstanding as on March 312013 is as follows
(Amount in f)
Details of Vehicle Loans Axis Bank October 27 1390055 EMI Start date- Hypothecated to Limited 2010 December 10 2010 Axis Bank (BMW) Closure date- Limited
November 10 2013 HDFC March 09 2472342 EMI Start Date Hypothecated to Bank 2012 April 052015 HDFC Bank Limited Closure Date - April Limited (BMW) 052015
None of the above loans is secured against any of the security (as detailed in Offer Details section above)
B The Secured Debentures of the Company outstanding as on March 312013 are as under
ILampFS Secured 17 Monthly 1 14th part of the first floor Trust Redeemable installment (without Roof Right) being 45 Company Non- pa s Start sq yards out of 180 sq yards of Limited Convertible date- the first floor constructed on
Debentures 2205201 free-hold land bearing plot No Series shy I of 1 RZ-D-5 First Floor Mahavir aggregate Closure Enclave New Delhi -110045 face value of dateshy admeasuring 180 sq yards out 2202201 ofkhasra number 8314 35000000 4 situated in the area of village 0- (Rupees Palam now known as Mahavir Thirty Five Enclave Block -D New Delhi-Crores) 110045 issued at a discount of 2 Mortgage assignment of all the 17513shy rights title and interest
4 The figures are as per the audited balance Sheet for the financial year ending March 31 2013
----- shy
(Rupees whatsoever of the Company in Seventeen to under andor in respect of Thousand the collaboration agreements Five dated 27102007 and Hundred 01072010 executed with CDPL and Thirteen for development and only) on the construction of the Commercial face value Complex and sale of FSI to the (being ~ extent of 625000 Sq Ft along 10000001- with proportionate interest in (Rupees Ten the underlying land inl of the Lakhs only)) Commercial Complex of each debenture 3 Out of the total sanctioned FSI
of 702871 Sq Ft of Commercial Complex mortgage and charge over FSI equivalent to 625000 Sq Ft including prorata share over all that piece and parcel of free hold land admeasuring 95 acres (approx located at Sector 82A Gurgaon Haryana India over which the Commercial Complex is proposed to constructedI developed together with proportionate buildings and structures thereon AND the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
4 Pledge of entire issued equity share capital of CDPL
5 Post-dated cheques
6 Personal Guarantee of the Promoter viz Mr Vijay Gupta
ILampFS Secured 17 Monthly 1 114th part of the first floor Trust Redeemable installment (without Roof Right) being 45 Company Non- pa s Start sq yards out of 180 sq yards 0 f Ltd Convertible date- the first floor constructed on
Debentures 1506201 free-hold land bearing plot No Series - II of 1 RZ-D-5 First Floo~ M~ct[~ aggregate Closure Enclave New DelhI -11
-_ ()-4~-----
ltshy -
---- ----- ---------------shyface value of date- admeasuring 180 sq yards out ~ 1505201 of khasra number 83 14 42500000 4 situated in the area of village 0- (Rupees Palam now known as Mahavir Forty Two Enclave Block -D New Delhi-Crares) Fifty 110045 Lakhs
2 Mortgage assignment of all theissued at a rights title and interestdiscount of ~ whatsoever of the Company in58065shyto under andor in respect of(Rupees Fifty the collaboration agreementsEight dated 27102007 andThousand 01072010 executed with CDPLSixty Five for development andOnly) on the construction of the Commercialface value Complex and sale of FSI to the(being ~ extent of 625000 Sq Ft along1000000 shywith proportionate interest in(Rupees Ten the underlying land in of theLakhs only)) Commercial Complexof each
debenture 3 Out of the total sanctioned FSI of702871 Sq Ft of Commercial Complex mortgage and charge over FSI equivalent to 625000 Sq Ft including prorata share over all that piece and parcel of free hold land admeasuring 95 acres (approx) located at Sector 82A Gurgaon Haryana India over which the Commercial Complex is proposed to constructed developed together with proportionate buildings and structures thereon AND the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
4 Pledge of entire issued equity share capital of CDPL
5 Post-dated cheques
---6 Personal Guarantee of the Promoter viz Mr Vijay(qtipta
1
IDEI Trusteeshi p services Limited
Secured Redeemable Optional Convertible Debentures of aggregate face value of
80000000 0- (Rupees Eighty Crore Only) on the face value (being 5000000shy(Rupees Fifty Lakhs only)) of each debenture
Qu art erly Co u po n Rat e of 55
The company shall be obliged to redeem the OCDs in four equal installment s starting from march 31 2014 over a period of 6 (six) financial quarters (the first such financial quarter ending on March 31 2014) such that the OCDs are completely redeemed on June 302015
(i) First sole amp exclusive charge by way of(a) equitable mortgage on the Mortgaged Security Property I and (b) equitable mortgage on the Mortgaged Security Property II
Mortgaged Security Property-I shall mean 23268 acres out of the larger property being the aggregate of 19218 acres (forming part of 25018 acres of land for which License is in place) and the 405 acres for which letter of intent is in place along with the proportionate floor space index and all present and future buildings and structures constructed thereon and all the rights title and interest of the Company and the concerned group housing project landowners over such property excluding 404 (four hundred and four) number of units constructedto be constructed over the aforesaid 19218 acres as more particularly detailed III the transaction documents
Mortgaged Security Property-II shall mean 696 acres out of the security property-II 1004 acres of acquired land in Sector 85 Gurgaon Haryana along with the proportionate floor space index and all present and future buildings and structures constructed thereon and all the rights title and interest of the Company and the concerned group housing project landowners over such property
(ii) first sole and exclusive charge on present and future basis by way of hypothecation on the relevant group housing _poject
-------------------------~----------~-----------------------------receivables from time to time and monies lying and credited into the escrow accounts at any point in time including any fIxed deposits created in accordance with the escrow account agreement out of such monies from time to time together with all and any interest accruing in respect thereof and
(iii) The issuance of personal guarantees by the Promoters in favour of IDBI guaranteeing the fulfIllment of the secured obligations
The NCD Series - I were fully redeemed on July 272013
2 Details of Unsecured Borrowings5
The unsecured loans of the Company outstanding as on March 31 2013 follows
(in ~)
Loan from Body Corporate Flair Exports Pvt Ltd Seh Realtors Pvt Ltd Citland Commercial and Credits Ltd Delhi Brass and Metal Works Pvt Ltd Span India Pvt Ltd Loan Directors Shareholders and their Relatives Amit Gupta-Loan Taken Vijay Gupta (Loan Taken) Amit Gupta (HUF) Green Bay Infrastructure Pvt Ltd Kusum Gupta Mamta Gupta Pooja Gupta Vijay Gupta(HUF)
5000000000 10000000000 16670000000 6670000000
11670000000
2850848000 7929999985
20000000 32146887100
2466000000 5625400000 3250000000
92100000
5 The figures are as per audited financial for the financial year ending March 31 2013
Page 300[60
3 Details of Bank Guarantee6
Bank Guarantee by the Company in respect of Orris Business Square - 95 Acres
ICICI Bank 1 Limited June 182010
Issued by ICICI Bank June 182010 and Valid till October 28 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 2 Bank Ltd Jan 03 2013
ICICI Bank 3 Limited February 232011
Director Town and Country Planning Chandigarh
Director Town and Country Planning Chandigarh Haryana State Pollution Control Board
62946450 October 282012
5938000 October 272014
3750000 February 222016
Bank Guarantee by the Company in respect of Carnation Residency Aster Court Aster Court premier amp Villas 33 -25018 Acres
Issued by ICICI Bank on September 232008 amendment dated September 102010 and valid till September 22 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 4 Bank Ltd September 222012
Issued by ICICI Bank on September 23 2008 amendment dated September 102010 and valid till September 22 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 5 Bank Ltd September 222012
Director Town and Country Planing Chandigarh 111524000
September 222014
Director Town and Country Planing Chandigarh
6 The figures are as per audited accounts for the financial year ending March 31 2013
Page 31 0[60
--
----- --- - shyIssued by ICICI Bank on December 16 2010 and expiry date is Dec 15 2015 but we close it Haryana with ICICI Bank and a State fresh guarantee was Pollution
ING Vysya issued by ING Vysya Control January 6 Bank Ltd bank on 23012013 Board 5000000 142016 Bank Guarantee by the Company in respect of Spring Homes middot10043 Acres
Director Town and Country
ING Vysya Planing September 7 Bank Ltd September 32012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 8 Bank Ltd September 3 2012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 9 Bank Ltd September 32012 Chandigarh 13112500 22016
Director Town and Country
ING Vysya Planing September 10 Bank Ltd September 32012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 11 Bank Ltd September 3 2012 Chandigarh 14752500 22016 Bank Guarantee by the Company in respect of Carnation Residency Aster Court Aster Court premier amp Villas 33 -405 Acres
Director Town and Country
ICICI Bank Planing August 71 12 Limited August 8 2011 Chandigarh 21632230 2015
Director Town and Country
ICICI Bank Planing August 7 13 Limited August 8 2011 Chandigarh
---shy5062~~t ~~015
6ltC [-I_i ~~-
I cel i Ieshy -
Note ~
10 Bank Guarantee of 35 Crore is issued by ING Vysya Bank 2 ING Vysya Bank has given counter guarantee against BG of 21632230
amp 5062500 issued for Aster Court Carnation Residency Aster Court Premier amp Villas 33 ING has given counter guarantee for 62946450 amp 3750000 issued for OB8
3 In OB8 all payment of EDC has been made so BG of 62946450 will be released which is already expired
4 Bank guarantee issued by ING Vysya bank is on 10 cash margin on fIxed deposit
5 Security offered against 35 Cr Bank guarantees issued by ING Vysya Bank is following
Orris HQ(J-I0S DLF Phase-II(Gurgaon)-Given as collateral security Janakpuri (C-3260 New Delhi)-Given as collateral security
4 Particulars of debt securities issued (i) for consideration other than cash whether in whole or in part (ii) at premium or discount or (iii) in pursuance of an option
The Company confIrms that save and except the following given below company has not issued any debt securities (i) for consideration other than cash whether in whole or in part (ii) at premium or discount or (iii) in pursuance of an option
bull NCD-I at discount
bull NCD-II at discount bull OCD in pursuance of an option
5 Servicing behavior on existing debt securities payment of due interest on due dates on term loans and debt securities
The Company hereby confIrms that
1 it has been servicing all its principal and interest on time and there has been no subsisting delay or default since its incorporation
Ii there is no subsisting default in repayment redemption of any of its borrowings nor has the Company affected any kind of roll over against any of its borrowings in the past
6 That the permissionconsent from the prior creditor for a second or pari passu charge being created in favor of the trustee to the proposed issue has been obtained
The existing mortgage over the Co~mercial Property s~all be ~leared~tT~l the Company and a no dues certifIcate shall be obtamed pnor ~~tMe -~0--o Deemed Date of Allotment Accordingly the Company hereby cott(rms 1
If) J -~ ~ 1( D gt~
Page 33 6 ~
that it does not require any consent permission to create security in relation to the Debentures as stipulated in this Information Memorandum Disclosure Document and the Security Documents
7 Any material eventdevelopment or change at time of issue or subsequent to the issue which may affect the issue or the Investors decision to invest continue to invest in the debt securities
Directors of the Company represent that there have been no material developments at the time of issue or subsequent to the issue which would materially and adversely affect or are likely to affect the business of the Company or the value of its assets or its ability to pay its liabilities
OTHER INFORMATION AND ISSUE PROCEDURE
The Debentures being offered as part of the Issue are subject to the provisions of the Act the Memorandum and Articles of Association of the Issuer the terms of this Information Memorandum Disclosure Document Application Form and other terms and conditions as may be incorporated in the Debenture Trust Deed and other Security Documents
Issue of Debentures in Dematerialised Form The Debentures will be issued in dematerialized form The necessary arrangements are being made with the Depositories for the issue of the Debentures in dematerialised form Investors will have to hold the Debentures in dematerialised form as per the provisions of Depositories Act 1996 The Company shall take necessary steps to credit the Debentures allotted to the depository account of the Investor
Trustee for the Debenture holder(s) The Issuer has appointed ILampFS Trust Company Limited to act as trustee for the Debenture holder(s) The Issuer and the Debenture Trustee intend to enter into the Debenture Trust Deed inter alia specifying the powers authorities and obligations of the Debenture Trustee and the Issuer The Debenture Trustee shall act based on the provisions of the Debenture Trust Deed The Debenture Trustee will at all times protect the interest of the Debenture holder(s) in accordance with the Debenture Trust Deed
Resignation and Removal of Debenture Trustee The Debenture Trustee and the Company declares that they shall not revoke the Trust hereby declared till the Debentures are redeemed in full The Debenture Trustee may at any time without assigning any reason and without being responsible for any loss or costs occasioned thereby resign as the Debenture Trustee provided that they shall continue to act as Debenture Trustee until a successor trustee is appointed by the Company The Debenture Trustee may also be removed by majority Debenture holders without assigning any reason as per Debenture Trust Deed
Sharing of Information The Issuer may with the written consent of the Debenture holder(s) exchange share or part with any financial or other information about the Debenture holder(s) available with the Issuer with its subsidiaries and affiliates and other banks financial institutions credit bureaus agencies statutory bodies as may be required
Debenture holder not a Shareholder Subject to the Debenture Trust Deed the Debenture holder(s) shall not be entitled to any right and privileges of shareholders other than those available
to them under the Act The Debentures shall not confer upon the Debentt5~r)(~IifI~
holders the right to receive notice(s) or to attend and to vote at any ge111- ~~ meeting(s) of the shareholders of the Issuer (5[ )~
r-)e i3 gt ~
Page 35 of 60--gt
Modification of Debentures or Information Memorandum Disclosure Document The Issuer may make modifications in the Information Memorandum Disclosure Document only upon receiving consent from the Debenture Trustee who in turn shall seek approval from majority Debenture holder(s)
Notices Any notice may be served by the Issuer upon the Debenture holders through post email fax or personal delivery addressed to such Debenture holder at his her registered address and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof All notice(s) to be given by the Debenture holder(s) shall be sent by post or email or fax or by hand delivery to the Issuer or to such persons at such address as may be notified by the Issuer from time to time through suitable communication and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof or at the expiry of the 3 rd day from the date such notice is dispatched whichever is earlier All correspondence regarding the Debentures should be marked Private Placement of Debentures
All notices from the Issuer shall be sent to the Debenture Trustee with copies to the Debenture Holders All notices to be sent by the Debenture Trustee to the Issuer andor the Promoters shall first be sent to the Debenture Holders for Debenture Holder Approval in terms of the Debenture Trust Deed The Debenture Trustee shall ensure and procure that any notice received by the Debenture Trustee from the Issuer andor the Promoters is shared by the Debenture Trustee with all the Debenture Holders of the Issuer within a period of 2 (two) Business Days from the date of receipt of such notice and in every event before the Debenture Trustee responds to such notice
Issue Procedure Only Eligible Investors as given hereunder may apply for the Debentures by completing the application form in the prescribed format as attached in Annexure 7 (Application Form) in BLOCK LETTERS in English as per the instructions contained therein The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the Application Form No application can be made for a fraction of a Debenture Application Forms should be duly completed in all respects and applications not completed in the said manner are liable to be rejected
The name of the applicants bank type of account and account number must be duly completed by the applicant This is required for the applicants own safety and these details will be printed on the refund orders and interest redemption payments c~~ F~~~gt
~ll ~~
~( ~ )~~Jy 11 ~
~ ~
Page 36 of60-~-~ ~
The Application Form must be accompanied by either demand draft(s) or cheque(s) drawn or made payable in favour of the Issuer or otherwise as may be set out in the Application Form and crossed Account Payee Only Cheque(s) or demand draft(s) may be drawn on any bank including a coshyoperative bank which is a member or a sub-member of the New Delhi Bankers Clearing House located If permitted the applicant may transfer payments required to be made in relation to any by electronic transfer of fundsRTGS to the bank account of the Issuer as per details mentioned in the Application Form
Application Procedure Eligible Investors will be invited to subscribe by way of the Application Form prescribed in the Information Memorandum Disclosure Document during the period between the Issue opening date and the Issue closing date (both dates inclusive)
Fictitious Application As a matter of abundant caution and although not applicable in the case of debentures attention of applicants is specially drawn to the provisions of sub-section (I) of Section 68A of the Act
Any person who (a) makes ina fictitious name an application to a company for acquiring or subscribing for any shares therein or (b) otherwise induces a company to allot or register any transfer of shares therein to him or any other person in a fictitious name shall be punishable with imprisonment for a term which may extend to five years
Basis ofAllotment The Investors will be required to remit the funds as well as submit the duly completed Application Form along with other necessary documents to Issuer by the Deemed Date of Allotment Deemed Date of Allotment for the Issue is 23-10-2013 by which date Investors would be intimated of allotment
Record Date The date falling seven days prior to the Due Date or if it happens to be a holiday then the immediately succeeding Business Day shall be the Record Date
Eligible Investors Only those Investors who have been addressed through a communication directly are eligible to apply No other Investor can apply All Investors are required to comply with the relevant regulationsguidelines applicable to them for investing in this issue of Debentures
Note Participation by potential Investors in the issue may be subject to statutory andor 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 ~egulatory requirements applicable t them inclu~i~~lctUi~ exchange controls and other requIrements Applicants ought to seek Independent l~~ -~lti and regulatory advice in relation to the laws applicable to them rtf ~t
Page 37 o~-) ~~
Application under Power of Attorney Original power of attorney or the relevant authority together with its certified true copy as the case may be along with the names and specimen signatures of all the authorized signatories and the tax exemption certificate document if any must be lodged at time of submission of the completed Application Form Further modifications additions in the power of attorney or authority should be notified to the Company at its registered office
Procedure for applying for Dematerialised Facility
I The applicant must have at least one beneficiary account with any of the Depository Participants of NSDLCDSL prior to making the application
2 The applicant must necessarily fill in the details (including the beneficiary account number and Depository Participants ID) appearing in the Application Form under the heading Details for Issue of Debentures in ElectronicDematerialised Form
3 Debentures allotted to an applicant will be credited directly to the applicants respective beneficiary account(s) with the Depository Participants
4 For subscribing to the Debentures names in the Application Form should be identical to those appearing in the account 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 in the Depository
5 Non-transferable allotment advicerefund orders will be directly sent to the applicant by the Registrar and Transfer Agent to the Issue
6 If incompleteincorrect details are given under the heading Details for Issue of Debentures in ElectronicDematerialised 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
7 For allotment of Debentures the address nomination details and other details of the applicant as registered with hisher DP shall be used for all correspondence with the applicant The applicant is therefore responsible for the correctness of hisher demographic details given in the Application Form vis-a-vis those with hisher Depository Participant In case the information is incorrect or insufficient the Issuer would not be liable for the losses if any
8 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 t- ~gti)L~-~(i ~page380~ ~
~nmiddotmiddotmiddotmiddot-middotmiddotmiddotmiddot ~lt---plusmn
Documents to be provided by Eligible Investors
Investors need to submit the following documentation as applicable
Memorandum and Articles of Association or other constitutional documents
Resolution power of attorney authorising investment
Specimen signatures of the authorised signatories duly certified by an appropriate authority
bull SEBI registration certificate (if applicable)
Copy ofPAN Card to be submitted
bull Application fonn (including RTGS details)
Mode of Payment All payments must be made through cheque(s)draft(s)transfersRTGS as set out in the Application Form
Depository Arrangements The Company has appointed Skyline Financial Services Private Limited as the Registrar and Transfer Agent for the present Issue and the Company shall make necessary depository arrangements with CDSL and NSDL for issue and holding of Debentures in dematerialised form
List of Beneficiaries The Issuer shall request the Depositories to provide a list of beneficiaries as at the end of the relevant Record Date This shall be the list which will be used for payments of interest or repayment of redemption monies or any other amounts payable on the Debentures as the case may be
Effect of Holidays Should any of the dates defined above or elsewhere in this Information Memorandum Disclosure Document (except the Deemed Date of Allotment) fallon a day other than a Business Day the immediately succeeding Business Day shall be considered as the effective date(s) In case Record Date book closure date falls on a day other than a Business Day the Business Day the succeeding day shall be the record date book closure date
Tax Deduction at Source Tax as applicable under the Income Tax Act 1961 or any other statutory modification or re-enactment thereof will be deducted at source on the interest payable on the Debentures Tax exemption certificatedocumentform under section 193 of the Income Tax Act 1961 if any must be lodged at th~ Registered Office of th~ Issuer at least fiftee~~~middot(iJ2~~ (15) days before the relevant mterest payment becommg due (~ 1
i t IJ W7i$0 ~---Page 39 of 6O____~ti-----
Letters of Allotment The Issuer shall issue a Letter of Allotment to each Debenture holder on the Deemed Date of Allotment The Debentures will be subsequently credited in dematerialised form within 2 (two) Business Days from the Deemed Date of Allotment
Deemed Date of Allotment All the benefits under the Debentures will accrue to the Debenture holders from the date of receipt of the application monies The actual allotment may take place on a date other than the Deemed Date of Allotment
Refunds For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within seven days from the Deemed Date of Allotment of the Debentures 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
Joint Holders Where two or more persons are holders of any Debenture(s) they shall deem to hold the same as joint tenants with benefits of survivorship
Mode of Transfer Debentures shall be transferred subject to and in accordance with the rules procedure as prescribed by the NSDL CDSL Depository participant of the transferor transferee and any other applicable laws and the rules notified in respect thereof 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 Transferor shall give delivery instructions containing details of the transferees DP account in his depository participant
Succession In the event of demise of Debenture holder the Company will recognize the executor or administrator of the deceased Debenture holder or the holder of succession certificate or other legal representative as having title to the Debentures The Company shall not be bound to recognize such executor administrator or holder of the succession certificate or other legal representatives as having title to the Debentures unless such executor or administrator obtains probate or letter of administration or such holder is the holder of succession certificate or other legal representation as the case may be from a competent Court in India having jurisdiction over the matter The Company may in their absolute discretion where it thinks fit dispense with production of probate or letter of administration or succession ~--~gt
l
certificate or other legal representation in order to recognize such holder ~1 ~)t)
Page 40 of6~ Vv pound ~o-middot~-
bull ~f V
being entitled to the Debentures standing in the name of deceased Debenture holder on production of sufficient documentary proof or indemnity
Nomination In the event of however a deceased Debenture holder(s) having nominated any person entitled to be registered as the Debenture holder in the event of his death such nominee shall be registered as the Debenture holder in place of the deceased Debenture holder
Page 41 of 60 shy
OTHER REGULATORY AND STATUTORY DISCLOSURES
Stock Exchange Disclaimer Clause It is to be distinctly understood that filing of this Information Memorandum Disclosure Document with the Stock Exchange should not is any way be deemed or construed that the same has been cleared or approved by the Stock exchange The Stock Exchange does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue has been made or for the correctness of the statements made or opinions expressed in this Information MemorandumDisclosure Document
Listing Disclaimer The Debentures are proposed to be listed on the Wholesale Debt Market segment of the BSE The Company shall comply with the requirements of the listing agreement to the extent applicable to it on a continuous basis and shall complete all formalities relating to listing of the Debentures
Companys Disclaimer Clause The Company certifies that the disclosures made in this Information MemorandumDisclosure Document are generally adequate and III
conformity with SEBI Regulations Further the Company accepts no responsibility for statements made otherwise than in the Information MemorandumDisclosure Document or Security Documents or any other material issued by or at the instance of the Company and anyone placing reliance on any source of information other than this Information Memorandum Disclosure Document and the Security Documents would be doing at their own risk and the Company will not be liable for such reliance
Issue of Debentures in Dematerialised Form The Debentures will be issued only in dematerialized form The Issuer has made arrangements with the Depositories for the issue of the Debentures in dematerialized form Investors will have to hold the Debentures in dematerialized form as per the provisions of Depositories Act 1996
Consents ILampFS Trust Company Limited has given its written consent for its appointment as debenture trustee to the Issue under Regulations 4(4) of the SEBI Regulations and inclusion of its name in the form and context in which it appears in this Information Memorandum Disclosure Document __
4ti)~ ~ A )ro)
C
Page 42 of60
ANNEXURE 1 SUMMARY TERM SHEET
--------------------------------------------------------------------------- shyIssuer Orris Infrastructure Private Limited
Instrument Secured Cumulative Redeemable Non-Convertible Debentures
Total number of 200 NCDs Face Value ~ 10000000- (Rupees One Crore only) per Debenture
Issue Size ~ 2000000000- (Rupees Two Hundred Crores only)
Issue Price At its face value ie ~ 10000000- (Rupees One Crore only) per Debenture
Mode of Private Placement Placement Object of the The proceeds from the issue shall be utilized for the general Issue corporate purposes of the Company
Form of listed Dematerialised issuance Deemed Date of 23-10-2013 or any other date as decided by the Issuer Allotment
Tenor 48 (forty eight) months from the Deemed Date of Allotment
Redemption After expiry of the Moratorium Period the Issuer shall redeem the Debentures in equal monthly installments over a period of 33 (thirty three) months on each Due Date subject to premature redemption as permitted under the Debenture Trust Deed
Moratorium Period of 15 (Fifteen) months from the Deemed Date of Allotment Period Interest Rate Interest will be payable at the interest rate of 20 (Twenty percent)
per annum payable monthly on the Outstanding Amounts as per the Payment Schedule (refer Annexure 2 to this Information Memorandum Disclosure Document)
The first installment for interest payment shall also include an additional amount equivalent to 125 (one point two five percent) of the issue size (excluding any applicable taxes) to the Debenture holders in proportion to the Debentures held by them
Market Lot One (1) Debenture
Minimum Application
Early Repayment
Escrow Mechanism
------shy
Subject to the conditions specified in the Debenture Trust Deed (Premature Redemption) the Issuer shall have a onetime option to prematurely redeem in a single tranche and not exceeding 25 (twenty five) of the outstanding Debenture Principal Amount at any time after expiry of the 24 (twenty four) months from the Deemed Date of Allotment till the expiry of 30 (Thirty) months of the Deemed Date of Allotment (Premature Redemption Period) The Premature Redemption shall be exercised in a single tranche and shall be subject to fulfillment of each of the following conditions that the Company prematurely redeems Debentures equivalent to an amount in the multiples of ~ 50000000- (Rupees Five Crores Only) with the minimum amount being ~ 150000000- (Rupees Fifteen Crores Only) for redemption in excess of the amounts permitted for Premature Redemption as specified above the Issuer shall pay a premature redemption premium of 2 (two percent) on the amount being redeemed and paid by the Issuer plus applicable service tax or other statutory levy if any subject to deduction of income tax at the rate prescribed under the Income Tax Act 1961 (Premature Redemption Premium) subject to the Escrow Mechanism below the Issuer shall have the option to prematurely redeem the Debentures after the expiry of the Premature Redemption Period without paying any Premature Redemption Premium provided such amounts are in accordance with sub-clause (a) above and any redemption of Debentures by the Issuer in accordance with this Deed shall be proportionate redemption of all the Debentures together through reduction in face value of each Debenture Further the redemption of the Debentures may be carried out in accordance with the Escrow Mechanism mentioned below
All receivables from the Project will be deposited by the Company in an Escrow Account All monies deposited in the Escrow Account shall be utilized in following order Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal with respect to the Debentures Only upon satisfaction of the requirement of (1) and (2) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account towards withdrawal of upto ~ 900000000 (Rupees Ninety Crores only) by the Company After withdrawal of ~ 900000000 (Rupees Ninety Crores only) by the Company
Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal witl]_x~secttyct to
-_8f~~the Debentures (f~X-~~~
~ ) Page 44 amp1 ~____~i
--------------------------------------- -- -------------
Debt Service Reserve Account (DSRA)
Put Option
Issue open on
Issue closed on
Basis for Interest calculation
Listing
Depository
Credit Rating
Security
Only upon satisfaction of the requirement of (a) and (b) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account 60 (Sixty percent) of any further monies in the Escrow Account shall be used to accelerate the redemption of the Debentures and the remaining 40 shall be withdrawn by the Company
Shall mean an amount being not less than ~ 60000000 (Rupees Six Crores only) to be maintained by the Company in the Escrow Account at all times
In the event of a default as defined iIi the Debenture Trust Deed the Debenture Trustee (on instructions from the Debenture holders) can exercise a put option on the Promoters to buy back the entire outstanding Debentures
04-10-2013 or any other date as decided by the Issuer
23-10-2013 or any other date as decided by the Issuer
Interest payable on the Debentures shall accrue on a day to day basis and shall be computed on the basis of 365 (Three Hundred Sixty Five) days divided equally for each of the twelve calendar months
At the WDM segment of the BSE
NSDL and CDSL
ICRA B+ by ICRA Limited
The Debentures together with any interest accrued thereon and outstanding amounts Debenture Trustees remuneration and all costs charges expenses and all other monies due in respect of the Debentures shall be secured by
First and exclusive charge on all Project Receivables through the Deed of Hypothecation together with the Escrow Agreement and such charge will be superior to any other claims on the Project Receivables First and exclusive charge on all amounts lying to the credit of the Escrow Account under the Deed of Hypothecation First and exclusive charge by way of equitable mortgage on the Commercial Property (Mortgaged Property) through execution of a registered Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property in favour of the Debenture Trustee together with a declaration cum undertaking from CDPL declaring the creation of mortgage by deposit of titly-~Si~6d~~ the
I-SI ~~
Page 4~60
----------------------------------------------------------------------------------Commercial Property in terms of the memorandum of entry Equitable mortgage and exclusive charge over FSI equivalent to 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of the Commercial Project together with all the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
Exclusive charge over all the rights title interest benefits claims demands of any nature whatsoever of the Company under andor in respect of the CDPL Collaboration Agreements for development and construction of the Commercial Colony and the entire FSI in the Commercial Project along with proportionate undivided interest in the underlying land and without limitation the following the right to compel performance thereunder and to substitute or be substituted for the Company thereunder and to substitute and be substituted thereunder for the Company thereunder and to commence and conduct either in the name of the Company or in its own name or otherwise any proceedings against any person in respect of any breach of the CDPL Collaboration Agreements and all claims of the Company including in any proceedings against all or any such persons to any amounts owing to or received by the Company thereunder and the rights and benefits of all Approvals to the extent capable of assignment together with the right to further assign any of the CDPL Collaboration Agreements and such Approvals to any Person Pledge of shares representing the entire issued and paid up share capital of CDPL under the Deed of Pledge Personal Guarantee of Sh Vijay Gupta Sh Amit Gupta and Smt Kusum Gupta and Cheques
Security Creation The Security shall be created in the favour of the Debenture Trustee on or before the Deemed Date of Allotment
Representation The representations and warranties of the Company will be set out and Warranties in the Debenture Trust Deed
Event ofDefault All events of default as set out in the Debenture Trust Deed
Upon occurrence of such event of default Debenture Trustee shall (on instruction from the Debenture holders) issue a written notice of default to the Company and grant to the Company a cure period in accordance with the terms of Security Documents
The consequences of an event of default shall be governed_lgtY the provisions in the Security Documents and shall inclu9~~ayfu~i1t of
default interest and enforcement of the Security in the manner specified In the Security Documents including appointment of nominee director(s)
Default Interest An additional interest of 4 pa (four percent per annum) over and Rate above the Interest Rate (as defined hereinafter) (viz the default
interest rate shall be 24 (twenty four percent) payable in relation to the Debentures and the Outstanding Amounts payable In accordance with Security Documents
Registrar and Skyline Financial Services Private Limited Transfer Agent
Compliance All provisions clauses regulations specified by GOISEBIRoCBSE with respect to issue and listing of Redeemable and Secured Non-Convertible Debentures shall be complied with by the Company
Assignment Each Investor may transfer or dispose a part or the whole of its Transferability Debentures without the Companys consent
Governing Law The governing law will be the laws of India and the parties submit to and Jurisdiction the exclusive jurisdiction of the courts in Delhi
~-~---~-~
u c tL ~If) -~~-J bull (
Page 47 of60
ANNEXURE 2 PAYMENT SCHEDULE
Due date
Month 0
Last Day ofMonth 1
Last Day ofMonth 2
Last Day ofMonth 3
Last Day ofMonth 4
Last Day ofMonth 5
Last Day ofMonth 6
Last Day of Month 7
Last Day ofMonth 8
Last Day of Month 9
Last Day of Month 10
Last Day of Month 11
Last Day of Month 12
Last Day of Month 13
Last Day of Month 14
Last Day ofMonth 15
Last Day of Month 16
Last Day of Month 17
Last Day of Month 18
Last Day ofMonth 19
Last Day ofMonth 20
Last Day of Month 21
Last Day of Month 22
Last Day ofMonth 23
Last Day of Month 24
Last Day ofMonth 25
Last Day of Month 26
Last Day ofMonth 27
Outstandino D b t b
e en nre1 su )scrIptlOn amount
I dat mont I en
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
1939393939
1878787879
1818181818
1757575758
1696969697
1636363636
1575757576
1515151515
1454545455
1393939394
1333333333
1272727273
I nterest
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
32323232
31313131
30303030
29292929
28282828
27272727
26262626
25252525
24242424
23232323
22222222
Debenture Payment to I t D b tSll )SCrIP Ion e en nre
t H Idamoun 0 ers
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
60606061 93939394
60606061 92929293
60606061 91919192
60606061 90909091
60606061 89898990
60606061 88888889
60606061 87878788
60606061 86868687
60606061 85858586
60606061 84848485
60606061 83838384
60606061 8~~3 j()gt t~( S( )Page48~60
-
Due date su
Last Day of Month 28
Last Day of Month 29
Last Day of Month 30
Last Day of Month 31
Last Day ofMonth 32
Last Day of Month 33
Last Day of Month 34
Last Day of Month 35
Last Day of Month 36
Last Day of Month 37
Last Day of Month 38
Last Day of Month 39
Last Day of Month 40
Last Day of Month 41
Last Day of Month 42
Last Day of Month 43
Last Day of Month 44
Last Day ofMonth 45
Last Day of Month 46
Last Day of Month 47
Last Day of Tenor
Outstandino D b t b
b ~ t~n ure t SCrIp Ion amoun
t th da mon en
1212121212
1151515152
1090909091
1030303030
969696970
909090909
848484848
787878788
727272727
666666667
606060606
545454545
484848485
424242424
363636364
303030303
242424242
181818182
121212121
60606061
Debentme Payment to Interest subscription
t amoun Debenture
H ld0 ers
21212121 60606061 81818182
20202020 60606061 80808081
19191919 60606061 79797980
18181818 60606061 78787879
17171717 60606061 77777778
16161616 60606061 76767677
15151515 60606061 75757576
14141414 60606061 74747475
13131313 60606061 73737374
12121212 60606061 72727273
11111111 60606061 71717172
10101010 60606061 70707071
9090909 60606061 69696970
8080808 60606061 68686869
7070707 60606061 67676768
6060606 60606061 66666667
5050505 60606061 65656566
4040404 60606061 64646465
3030303 60606061 63636364
2020202 60606061 62626263
1010101 60606061 61616162
The interest payment on the first Due Date shall vary depending on the date onwh~h the
application monies for Debentures arc received til 1~~1
1bull kAij~ lt laquo~~gt ~
-
--
Page 49 of60
ANNEXURE 3
UNDERTAKING BY THE COMPANY
The Company undertakes that bull In the event the Debentures are issued in physical form the Company
shall use a common form of transfer
bull It will provide on a half yearly basis a compliance certificate duly certified by the Debenture Trustee to the Debenture holders in respect of compliance with the terms and conditions of Issue as contained in this Information Memorandum Disclosure Document and
bull Every credit rating obtained shall be periodically reviewed by the Credit Rating Agency and any revision in the rating shall be promptly disclosed by the Company to the Stock Exchange Any change in rating shall be promptly disseminated to Debenture holders and prospective Investors in such manner as the BSE may determine from time to time All information and reports on the Debentures including compliance reports filed by the Company and the Debenture Trustee shall be disseminated to the Debenture holders and the general public by placing them on the website of the Company and shall through the Debenture Trust Deed request the Debenture Trustee to place the same on its website
bull The above Information Memorandum Disclosure Document IS
compliant with all disclosures required to be made for listing of senior non-convertible debentures on a private placement basis on a recognized stock exchange as specified in Schedule I under Regulation 21 of the Securities and Exchange Board of India (Issuing and Listing of Debt Securities) Regulations 2008
laquo~~(~I0~~ For o~InCr ~cture Private Limited
~~WIVijay~
(Chairman)
Page 50 of60
ANNEXURE 4
CREDIT RATING LETTER FROM ICRA LIMITED
Ie R A Limited
Ref DRAT2013-140-362
Mr Sanjay Aggarwal VP - Accounts amp raxation Orris Infrastructure Private Limited J-105 DLF Phase -II MG Road Gurgaon - 122002 Haryana
May 21 2013
Dear Sir
Rc ICRA-assigned Credit Rating for Rs 200 crore NCD Programmc of Orris Infrastructurc l)rivate Limited (instrument details in Annexure)
Please refer to your Rating Requisition dated May 112013 and the subsequent Rating Agreement of May 162013 for carrying out the rating of the aforesaid Bond Programme The Rating Committee
of ICRA after due consideration has assigned a [ICRAIB+ (pronounced as ICM B plus) rating
to the captioned Bond Programme
We would appreciate if you can sign on the duplicate copy of this letter and send it to us within 7
days from the date of this letter as confirmation about the use of the assigned rating The rationale
for assigning the above rating will be sent to you on receipt of your confirmation about the use of our rating as above Any intimation by you about the above rating to any BankerLending
AgencyGovernment AuthoritiesStock Exchange would constitute use of this rating by you
This rating is specific to the terms and conditions of the proposed issue as was indicated to us by you
and any change In the tenns or size of the issue would require the rating to be reviewed by us If
there is any change in the terms and conditions or size of the instrument rated as above the same must be brought to our notice before the issue of the instrument If there is nny such change after the
rating is assigned by us and confirmed to use by you it would be subject to our review and may result in change in the rating assigned
ICRA reserves the right to suspend withdraw or revise the above at any (ime on the basis of new information 01 unav~ilability of information or such other circumstances which ICRA believes may
have an impact on the rating assigned to you
The rating as aforesaid howeVer should not be treated as a recommendation to buy sell or hold the
bonds to be issued by you If the instrument rated as above is not issued by you within a period of 3
BuUding No 5 2 Floor TeL + 91 - 124 - 4545300 wOiosite wwwicraJn Tower A DLF cyber City Fax + 91 - 124 - 4050424 email infoicralndiacom Phase ll Gurgaon 122002
Regd Office 1105 Kailash Building 11 Floor 26 Kastuma Gandhi Marg NeW Delhi - 110001
RATING RES EAR eli INFORMATION
months from the date of this letter communicating the rating the same would stand withdrawn unless
revalidated before the expiry of 3 months
You arc required to forthwith inform us about any default or delay in repayment of intcrest or
principal amount of the instrument mtcd as above or any other debt instruments borrowing Y nu are also required to keep llS forthwith informed of any other devclopments which may have a direct
or indirect impact on the debt servicing capability of the company including any proposal for reshy
schedulement or postponement of the repayment programmes oCthe dues debts of the company with
any lendcr(s) investor(s)
You are required to inform us immediately as and when the borrowing limit for the instrument rated
as above or as prescribed by the regulatory authority (ies) is exceeded
We thank you for your kind cooperation extended during the course of the rating exercise Should
you require any clarification please do not hesitate to get in touch with us
With kind regards
Yours sincerely
for IeRA Limited
-- Iobit Inamdar S (Senior Vice President) (Analyst)
Page 52 of60
Annexure
Details of the bank limits rated by leRA (Rated on long term seale)
Page 53 of60
I eRA limited AIIA~fIiI ofMoltldyIInvllllttmI ~
Ref DRATfl013middot140middot3611
Date August 222013
MI Sanjay AggarwaJ VP - Accounts amp Taxation Orris Infrastructure Private Limited JmiddotIO5 DLF Phasemiddotll MG Road Gurgaonmiddot J22002 Haryana
Dear Sir
Re leRA ruting for Rs 2000 crote NCD Progrumme of Orris Infrastructure Private Umlted
This is with reference to your letter dated August 9 2013 for re-validating your rating for the Rs 200 erore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Boods programme ofyour company and last communicated to you vide QuI letter dated May 212013 stands The other terms and conditions for the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DlRAT12013middot 1410-362 dated May 2013 stands
With kind regards For lCRA Limited
(Senior Vice President)
T~middot + 91middot 124 bull ~ website VWW bulliCfSio fw + 91 124 -~ email info~middoticralndiagtcom
Page 54 of60
Ie R A Lim
Ref DfRAT2013-14O-364
Date October 03 2013
Mr Sanjay Aggarwal VP - Accounts amp Taxation Orris Infrastructure Private Limited J-105 DLF Phasemiddotmiddotll MG Road Gurgaon - 122002 Haryana
Dear Sir
Re ICRA rating for Rs 2000 crOTe NCD Programme of Orris Infrastructure Private Limited
This is with reference to your letter dated September 03 2013 for re-validating your rating for the Rs 200 crore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Bonds programrne of your company and last conununicated to you vide our letter dated August 22 2013 stands The other terrns and conditions fur the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DRATI2QI3middot 14()362 dated May WI3 stands
With kind regards For [eRA Limited
Vi (Senior Vice President)
Buildlng No 2 Iloot Tel + 81 124 - 4545300 websf1e WWWJCf8D
Tower A Cyber Oily Fax + 91 124 bull 4000424 ilImaH lnfoicralfldliLcof1
Phase II Gurgaonmiddot 1~
Regd Offictl noo iltailash Building i 1 Floor 26 KDtwoo Qandhi Marg New Delhi bull 110001
RATING RES EAR C H INfORMATION
Page 55 of60
ANNEXURE 5
CONSENT LETTER FROM DEBENTURE TRUSTEE
Ref No 1750 ITCL JUtmiddots I ru~1 Company Limilt~d
September 30 2013
Orris Infrastructure Private limited (Company) Jmiddot105 OLF PhaSe - 11 MG Road Gurgaon 122002
Kind Attention Mr Vljay Gupta Director
Sub listed Secured Redeemable Non Convertible Debentures (NCDs) aggregating to Rs 200 crs proposed to be issued by the Company on private placement basis
Dear Sirs
This is with reference to our discussion regarding appointment of ILampFS Trust Company limited (ITCL) as Debenture Trustee for the proposedlssue of listed Secured Redeemable NCDsof Rs 1 crore each aggregating to Rs 200 crs to ~ issued by the Company on private placement basis In this regard VIle do hereby give out consent to act as the Debenture Trustee subject to the Company agreeing to the following conditions
1 The Company agrees and undertakes to create the securities over such terms and conditions as detai~d in the signed Information Memorandum as submitted to us and execute the Debenture Trust Deed and other necessary security documents as required
2 The Company agrees amp undertakes to pay Debenture Trustees so long as they hold the office of the De~nture Trustee remuneration as stated in appointment letter dated July 30 2013 for the services as Debenture Trustee in addition to all legal travelling and other costS charges and expenses which the Debenture Trustee or their officers employees or agents rnayiocur in relation to execution of the Debenture Trust Deed and all other documents affecting the Security till the monies in respect of the Debentures have been fully paid-off and the requisite formalities for satisfaction of charge in aU respects have been complied with
3 The Company agrees ft undertakes to comply with the provisions of SEal (Debenture Trustees) Reguliltions 1993 SE61 (Issue and Listing of Debt Securitles) Regulations 2008 SEBICircutar No$EaIIlMOOfgtl1Sondl2oo911 105 dated 11052009 on Simplified Listing Agreement for Debt Securities read with the SEBl Circular No SEBIIIMDDOF-1 tBONDlClr-5120o9 dated the 16th November 2009 the Companies Act 19l)6 ilnd other applicable proviSions I circulars guidelines etc as applicable and amended from time to time and agrees to furnish to Trustees such information in terms of the same on regular basis
Sincerely For ILftFS Trust Company lilDi~d
lL__~~ ~ ~ ~~~ --- ~
Authorized Signatory
lUfFS Finru1 Centre PloINo C 22 G Block 5th Floor Bjr Kurio Complex Bandra (Eastl Mumbamiddotmiddot 40(K)SI INDIA
Bangalor( Office ILEtFSTru1 (ompally Ltdbull ALmiddotLalheef 151 Floor No 2Unioll Slreet Offlnanlry Raad Banglore 5hlX)OI INDIA
New Delhi Offire ILftFSTrusl (ompY tId Amiddot26a lsI Ploor Bhishm Pithamah Marg DefencfCoony New Delhi - 110024 INDIA
Kolkala Offilaquo ILftfSTrusl Company Ltd ILIIFS Constantia lnlflPor n Dr11 lIt Bramachari Street Kolkata bull 700017 INDIA
Page 56 of60
ANNEXURE 6
CONSENT LETTER FROM REGISTRAR AND TRANSFER AGENT i
Skyline Financial Serrr)ices Pvt Ltd SEBI REGISTERED CATEGORY1 REGk)IRARS ampSHARE TRANSfRAtgtENT D153A Ht Floor () nol Area Ph bullbullbullI New Dolhmiddot llO 020 1 9 middot1126812682 2S612~83 EmiddotmaI nOlltyhOaccrn tte-oSi$ wwwSiltyllnfHla_all1
August 29 2013
MrVlneel Kumar Gupta
Sr Manaler Secretarial
Orris InfraSlrucllJre Private Limited
Orris la M G Road
Gurgaoo - 1iG 002 (Hr)
Sub Consent to aet as Registrar to Issue and TfBllSfer Agent
DearSJr
Thls1s in reference 10 YOllr email datild AugJS1 29 2013 We hereby give our consent to act as 21
Registrar to IsSue and Transfer Agent for your propOSed issue of 1O - conveo1ibledebentures Of Rs
20000 Crore (jl1d our name IS Registrar to i$sueandShare Transfer agent may please be included in
Thanking you Y()ursfailhfufy
Vice- President
Page 57 0[60
--
-------
ANNEXURE 7
APPLICA TION FORM
ORRIS INFRASTRUCTURE PRIVATE LIMITED Registered Office RZ-D-5 Mahavir Enclave New Delhi 110045
Corporate Office 1-105 DLF Phase II Mehrauli Gurgaon Gurgaon -122002
Application No ___ Date
Dear Sirs
VWe have read and understood the terms and conditions of issue by Orris Infrastructure Private Limited of senior secured cumulative redeemable Non-Convertible Debentures of face value ~ 10000000 (Rupees One Crores only) having a coupon rate of 20 pa on a private placement basis on the face value aggregating to ~ 2000000000- (Rupees Two Hundred Crores only) (Debenture) contained in the Information Memorandum Disclosure Document dated __2013 VWe bind ourselves to the terms and conditions as contained in the Information Memorandum Disclosure Document and wish to apply for allotment of these Debentures The amount payable on application as shown below is remitted herewith On allotment please place myour name(s) on the Register of Debenture holder(s)
(Please read carefully the instructions on the next page before filling this form)
No of Debentures applied No in figures No in words for
Amount (~)
Detal s I 0 f payment ChequesDemand Date Drawn on Bank DraftlRTGS Details
Applicants Name amp Address in full (please use capital letters)
Pin Code Telephone I Fax Email
I Status Bankin~ Company ( ) Insurance Company ( ) Other ( ) (specify in case of others) Name of Authorized Signatory Designation Signatures Signatoty
Details of Bank Account Bank Name amp Branch Nature ofAccount Account No IFSCINEFT Code middot)---~1
-- --
Depository Details
I1We the undersigned want to hold the Debentures of the Company in the dematerialised fonn Details of myour Beneficiary Account are given below
Depository Participant Name - shy
DPID
Beneficiary Account Number shy
Name of the Applicant
() II We understand that in case of allotment of Debentures to my lour Beneficiary Account as mentioned above would be credited to the extent of Debentures allotted
Taxpayers PAN I GIR No IT CircleIW ardlDistrict ( ) Not Allotted
Tax Deduction Status () Fully ( ) Tax to be ()Yes ONo Exempt deducted at
Source
I1We hereby understand that the Company has not provided and will not provide any material or other infonnation regarding the Debentures except as included in the Infonnation Memorandum Disclosure Document
Signature of the Applicant _________________(Tear here)__________
ACKNOWLEDGEMENT SLIP
Application No Date -- shyReceived From
1shy----------------------~
By ChequelDemand DraftlRTGS No
drawn on towards application for ______ Debentures (Chequesl Demand Drafts are subject to realisation)
For Orris Infrastructure Pvt Ltd
For all further correspondence please contact INFRASTRUCTURE PRIVATE LIMITED Tel +91 124-4979200
Page 59 of60
10
INSTRUCTIONS
You must complete application in full in BLOCK LETTERS IN ENGLISH
2 Your Signatures should be made in English or in any of the Indian languages
3 Application forms duly completed in all respects together with high value Cheques Pay Order Demand Drafts must be lodged at the Orris Infrastructure Private Limited Corporate Office (as provided above)
4 Payments through RTGS shall be made as follows
Beneficiary Account name Orris Infrastructure Private Limited IFSC Code UTIB0000056 Bank Account No 056010200015303 Bank Axis Bank Ltd Branch Sec-14 Gurgaon
5 The Cheque(s)Demand Draft(s) of high value clearing zone should be drawn in favour of ORRIS INFRASTRUCTURE PVT LIMITED and crossed Ale payee only Cheque(s)Demand draft(s) may be drawn on any scheduled bank and payable at Delhi
6 Mr Vineet Gupta as authorised representative of the Company will issue the Acknowledgement Slip (appearing below the Application Form) as acknowledgement of receipt of applications No separate receipt will be issued
7 You should mention your Permanent Account Number or the GIR number allotted under Income- Tax Act 1961 and the Income-Tax CirclelWardlDistrict In case where neither the PAN nor GIR number has been allotted the fact of non-allotment should be mentioned in the application form in the space provided
8 The application would be accepted as per the terms of the issue outlined in the Information Memorandum Disclosure DOC~fii
r1- -~0 gt tl~~ ~gt
j )j~ (~~ ~O
~ shy
Page 60 of60
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
The following contracts documents not being contracts entered into in the ordinary course of business carried on by the Company or entered into more than two years before the date of this Information Memorandum Disclosure Document which are or may be deemed material have been entered into by the Company These material contracts or documents may be inspected at the Registered Office of the Issuer from 1000 am to 100 pm on all working days from the date of this Information Memorandum Disclosure Document until the date of closure of this Issue
Material Contracts 1 Copy of the letter from Skyline Financial Services Private Limited to the
Company giving their consent to act as the Registrar and Transfer Agent to the Issue
2 Copy of letter from ILampFS Trust Company Limited to the Company giving their consent to act as the Debenture Trustee to the Issue
Material Documents L Memorandum and Articles of Association of the Company as amended
from time to time
2 Credit rating letter from ICRA Limited
3 Copy of Certificate oflncorporation of the Company dated July 262006
4 Certified true copy of the resolution dated June 24 2013 approving the issue of Debentures and creation of securities on the term and conditions stated in this Information Memorandum Disclosure Document
5 Copy of Tripartite Agreement dated 17-02-2011 between the Company the Registrar and Transfer Agent and the CDSL (Depository)and Copy of Tripartite Agreement dated 03-03-2011 between the Company the Registrar and Transfer Agent and the NSDL (Depository)
6 Copies of Audited Financials of the Company for the last three financial years
DISCLOSURE ON EXISTING FINANCIAL INDEBTNESS
1 Details of Secured Borrowings4
Ao The secured loans of the Company outstanding as on March 312013 is as follows
(Amount in f)
Details of Vehicle Loans Axis Bank October 27 1390055 EMI Start date- Hypothecated to Limited 2010 December 10 2010 Axis Bank (BMW) Closure date- Limited
November 10 2013 HDFC March 09 2472342 EMI Start Date Hypothecated to Bank 2012 April 052015 HDFC Bank Limited Closure Date - April Limited (BMW) 052015
None of the above loans is secured against any of the security (as detailed in Offer Details section above)
B The Secured Debentures of the Company outstanding as on March 312013 are as under
ILampFS Secured 17 Monthly 1 14th part of the first floor Trust Redeemable installment (without Roof Right) being 45 Company Non- pa s Start sq yards out of 180 sq yards of Limited Convertible date- the first floor constructed on
Debentures 2205201 free-hold land bearing plot No Series shy I of 1 RZ-D-5 First Floor Mahavir aggregate Closure Enclave New Delhi -110045 face value of dateshy admeasuring 180 sq yards out 2202201 ofkhasra number 8314 35000000 4 situated in the area of village 0- (Rupees Palam now known as Mahavir Thirty Five Enclave Block -D New Delhi-Crores) 110045 issued at a discount of 2 Mortgage assignment of all the 17513shy rights title and interest
4 The figures are as per the audited balance Sheet for the financial year ending March 31 2013
----- shy
(Rupees whatsoever of the Company in Seventeen to under andor in respect of Thousand the collaboration agreements Five dated 27102007 and Hundred 01072010 executed with CDPL and Thirteen for development and only) on the construction of the Commercial face value Complex and sale of FSI to the (being ~ extent of 625000 Sq Ft along 10000001- with proportionate interest in (Rupees Ten the underlying land inl of the Lakhs only)) Commercial Complex of each debenture 3 Out of the total sanctioned FSI
of 702871 Sq Ft of Commercial Complex mortgage and charge over FSI equivalent to 625000 Sq Ft including prorata share over all that piece and parcel of free hold land admeasuring 95 acres (approx located at Sector 82A Gurgaon Haryana India over which the Commercial Complex is proposed to constructedI developed together with proportionate buildings and structures thereon AND the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
4 Pledge of entire issued equity share capital of CDPL
5 Post-dated cheques
6 Personal Guarantee of the Promoter viz Mr Vijay Gupta
ILampFS Secured 17 Monthly 1 114th part of the first floor Trust Redeemable installment (without Roof Right) being 45 Company Non- pa s Start sq yards out of 180 sq yards 0 f Ltd Convertible date- the first floor constructed on
Debentures 1506201 free-hold land bearing plot No Series - II of 1 RZ-D-5 First Floo~ M~ct[~ aggregate Closure Enclave New DelhI -11
-_ ()-4~-----
ltshy -
---- ----- ---------------shyface value of date- admeasuring 180 sq yards out ~ 1505201 of khasra number 83 14 42500000 4 situated in the area of village 0- (Rupees Palam now known as Mahavir Forty Two Enclave Block -D New Delhi-Crares) Fifty 110045 Lakhs
2 Mortgage assignment of all theissued at a rights title and interestdiscount of ~ whatsoever of the Company in58065shyto under andor in respect of(Rupees Fifty the collaboration agreementsEight dated 27102007 andThousand 01072010 executed with CDPLSixty Five for development andOnly) on the construction of the Commercialface value Complex and sale of FSI to the(being ~ extent of 625000 Sq Ft along1000000 shywith proportionate interest in(Rupees Ten the underlying land in of theLakhs only)) Commercial Complexof each
debenture 3 Out of the total sanctioned FSI of702871 Sq Ft of Commercial Complex mortgage and charge over FSI equivalent to 625000 Sq Ft including prorata share over all that piece and parcel of free hold land admeasuring 95 acres (approx) located at Sector 82A Gurgaon Haryana India over which the Commercial Complex is proposed to constructed developed together with proportionate buildings and structures thereon AND the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
4 Pledge of entire issued equity share capital of CDPL
5 Post-dated cheques
---6 Personal Guarantee of the Promoter viz Mr Vijay(qtipta
1
IDEI Trusteeshi p services Limited
Secured Redeemable Optional Convertible Debentures of aggregate face value of
80000000 0- (Rupees Eighty Crore Only) on the face value (being 5000000shy(Rupees Fifty Lakhs only)) of each debenture
Qu art erly Co u po n Rat e of 55
The company shall be obliged to redeem the OCDs in four equal installment s starting from march 31 2014 over a period of 6 (six) financial quarters (the first such financial quarter ending on March 31 2014) such that the OCDs are completely redeemed on June 302015
(i) First sole amp exclusive charge by way of(a) equitable mortgage on the Mortgaged Security Property I and (b) equitable mortgage on the Mortgaged Security Property II
Mortgaged Security Property-I shall mean 23268 acres out of the larger property being the aggregate of 19218 acres (forming part of 25018 acres of land for which License is in place) and the 405 acres for which letter of intent is in place along with the proportionate floor space index and all present and future buildings and structures constructed thereon and all the rights title and interest of the Company and the concerned group housing project landowners over such property excluding 404 (four hundred and four) number of units constructedto be constructed over the aforesaid 19218 acres as more particularly detailed III the transaction documents
Mortgaged Security Property-II shall mean 696 acres out of the security property-II 1004 acres of acquired land in Sector 85 Gurgaon Haryana along with the proportionate floor space index and all present and future buildings and structures constructed thereon and all the rights title and interest of the Company and the concerned group housing project landowners over such property
(ii) first sole and exclusive charge on present and future basis by way of hypothecation on the relevant group housing _poject
-------------------------~----------~-----------------------------receivables from time to time and monies lying and credited into the escrow accounts at any point in time including any fIxed deposits created in accordance with the escrow account agreement out of such monies from time to time together with all and any interest accruing in respect thereof and
(iii) The issuance of personal guarantees by the Promoters in favour of IDBI guaranteeing the fulfIllment of the secured obligations
The NCD Series - I were fully redeemed on July 272013
2 Details of Unsecured Borrowings5
The unsecured loans of the Company outstanding as on March 31 2013 follows
(in ~)
Loan from Body Corporate Flair Exports Pvt Ltd Seh Realtors Pvt Ltd Citland Commercial and Credits Ltd Delhi Brass and Metal Works Pvt Ltd Span India Pvt Ltd Loan Directors Shareholders and their Relatives Amit Gupta-Loan Taken Vijay Gupta (Loan Taken) Amit Gupta (HUF) Green Bay Infrastructure Pvt Ltd Kusum Gupta Mamta Gupta Pooja Gupta Vijay Gupta(HUF)
5000000000 10000000000 16670000000 6670000000
11670000000
2850848000 7929999985
20000000 32146887100
2466000000 5625400000 3250000000
92100000
5 The figures are as per audited financial for the financial year ending March 31 2013
Page 300[60
3 Details of Bank Guarantee6
Bank Guarantee by the Company in respect of Orris Business Square - 95 Acres
ICICI Bank 1 Limited June 182010
Issued by ICICI Bank June 182010 and Valid till October 28 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 2 Bank Ltd Jan 03 2013
ICICI Bank 3 Limited February 232011
Director Town and Country Planning Chandigarh
Director Town and Country Planning Chandigarh Haryana State Pollution Control Board
62946450 October 282012
5938000 October 272014
3750000 February 222016
Bank Guarantee by the Company in respect of Carnation Residency Aster Court Aster Court premier amp Villas 33 -25018 Acres
Issued by ICICI Bank on September 232008 amendment dated September 102010 and valid till September 22 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 4 Bank Ltd September 222012
Issued by ICICI Bank on September 23 2008 amendment dated September 102010 and valid till September 22 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 5 Bank Ltd September 222012
Director Town and Country Planing Chandigarh 111524000
September 222014
Director Town and Country Planing Chandigarh
6 The figures are as per audited accounts for the financial year ending March 31 2013
Page 31 0[60
--
----- --- - shyIssued by ICICI Bank on December 16 2010 and expiry date is Dec 15 2015 but we close it Haryana with ICICI Bank and a State fresh guarantee was Pollution
ING Vysya issued by ING Vysya Control January 6 Bank Ltd bank on 23012013 Board 5000000 142016 Bank Guarantee by the Company in respect of Spring Homes middot10043 Acres
Director Town and Country
ING Vysya Planing September 7 Bank Ltd September 32012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 8 Bank Ltd September 3 2012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 9 Bank Ltd September 32012 Chandigarh 13112500 22016
Director Town and Country
ING Vysya Planing September 10 Bank Ltd September 32012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 11 Bank Ltd September 3 2012 Chandigarh 14752500 22016 Bank Guarantee by the Company in respect of Carnation Residency Aster Court Aster Court premier amp Villas 33 -405 Acres
Director Town and Country
ICICI Bank Planing August 71 12 Limited August 8 2011 Chandigarh 21632230 2015
Director Town and Country
ICICI Bank Planing August 7 13 Limited August 8 2011 Chandigarh
---shy5062~~t ~~015
6ltC [-I_i ~~-
I cel i Ieshy -
Note ~
10 Bank Guarantee of 35 Crore is issued by ING Vysya Bank 2 ING Vysya Bank has given counter guarantee against BG of 21632230
amp 5062500 issued for Aster Court Carnation Residency Aster Court Premier amp Villas 33 ING has given counter guarantee for 62946450 amp 3750000 issued for OB8
3 In OB8 all payment of EDC has been made so BG of 62946450 will be released which is already expired
4 Bank guarantee issued by ING Vysya bank is on 10 cash margin on fIxed deposit
5 Security offered against 35 Cr Bank guarantees issued by ING Vysya Bank is following
Orris HQ(J-I0S DLF Phase-II(Gurgaon)-Given as collateral security Janakpuri (C-3260 New Delhi)-Given as collateral security
4 Particulars of debt securities issued (i) for consideration other than cash whether in whole or in part (ii) at premium or discount or (iii) in pursuance of an option
The Company confIrms that save and except the following given below company has not issued any debt securities (i) for consideration other than cash whether in whole or in part (ii) at premium or discount or (iii) in pursuance of an option
bull NCD-I at discount
bull NCD-II at discount bull OCD in pursuance of an option
5 Servicing behavior on existing debt securities payment of due interest on due dates on term loans and debt securities
The Company hereby confIrms that
1 it has been servicing all its principal and interest on time and there has been no subsisting delay or default since its incorporation
Ii there is no subsisting default in repayment redemption of any of its borrowings nor has the Company affected any kind of roll over against any of its borrowings in the past
6 That the permissionconsent from the prior creditor for a second or pari passu charge being created in favor of the trustee to the proposed issue has been obtained
The existing mortgage over the Co~mercial Property s~all be ~leared~tT~l the Company and a no dues certifIcate shall be obtamed pnor ~~tMe -~0--o Deemed Date of Allotment Accordingly the Company hereby cott(rms 1
If) J -~ ~ 1( D gt~
Page 33 6 ~
that it does not require any consent permission to create security in relation to the Debentures as stipulated in this Information Memorandum Disclosure Document and the Security Documents
7 Any material eventdevelopment or change at time of issue or subsequent to the issue which may affect the issue or the Investors decision to invest continue to invest in the debt securities
Directors of the Company represent that there have been no material developments at the time of issue or subsequent to the issue which would materially and adversely affect or are likely to affect the business of the Company or the value of its assets or its ability to pay its liabilities
OTHER INFORMATION AND ISSUE PROCEDURE
The Debentures being offered as part of the Issue are subject to the provisions of the Act the Memorandum and Articles of Association of the Issuer the terms of this Information Memorandum Disclosure Document Application Form and other terms and conditions as may be incorporated in the Debenture Trust Deed and other Security Documents
Issue of Debentures in Dematerialised Form The Debentures will be issued in dematerialized form The necessary arrangements are being made with the Depositories for the issue of the Debentures in dematerialised form Investors will have to hold the Debentures in dematerialised form as per the provisions of Depositories Act 1996 The Company shall take necessary steps to credit the Debentures allotted to the depository account of the Investor
Trustee for the Debenture holder(s) The Issuer has appointed ILampFS Trust Company Limited to act as trustee for the Debenture holder(s) The Issuer and the Debenture Trustee intend to enter into the Debenture Trust Deed inter alia specifying the powers authorities and obligations of the Debenture Trustee and the Issuer The Debenture Trustee shall act based on the provisions of the Debenture Trust Deed The Debenture Trustee will at all times protect the interest of the Debenture holder(s) in accordance with the Debenture Trust Deed
Resignation and Removal of Debenture Trustee The Debenture Trustee and the Company declares that they shall not revoke the Trust hereby declared till the Debentures are redeemed in full The Debenture Trustee may at any time without assigning any reason and without being responsible for any loss or costs occasioned thereby resign as the Debenture Trustee provided that they shall continue to act as Debenture Trustee until a successor trustee is appointed by the Company The Debenture Trustee may also be removed by majority Debenture holders without assigning any reason as per Debenture Trust Deed
Sharing of Information The Issuer may with the written consent of the Debenture holder(s) exchange share or part with any financial or other information about the Debenture holder(s) available with the Issuer with its subsidiaries and affiliates and other banks financial institutions credit bureaus agencies statutory bodies as may be required
Debenture holder not a Shareholder Subject to the Debenture Trust Deed the Debenture holder(s) shall not be entitled to any right and privileges of shareholders other than those available
to them under the Act The Debentures shall not confer upon the Debentt5~r)(~IifI~
holders the right to receive notice(s) or to attend and to vote at any ge111- ~~ meeting(s) of the shareholders of the Issuer (5[ )~
r-)e i3 gt ~
Page 35 of 60--gt
Modification of Debentures or Information Memorandum Disclosure Document The Issuer may make modifications in the Information Memorandum Disclosure Document only upon receiving consent from the Debenture Trustee who in turn shall seek approval from majority Debenture holder(s)
Notices Any notice may be served by the Issuer upon the Debenture holders through post email fax or personal delivery addressed to such Debenture holder at his her registered address and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof All notice(s) to be given by the Debenture holder(s) shall be sent by post or email or fax or by hand delivery to the Issuer or to such persons at such address as may be notified by the Issuer from time to time through suitable communication and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof or at the expiry of the 3 rd day from the date such notice is dispatched whichever is earlier All correspondence regarding the Debentures should be marked Private Placement of Debentures
All notices from the Issuer shall be sent to the Debenture Trustee with copies to the Debenture Holders All notices to be sent by the Debenture Trustee to the Issuer andor the Promoters shall first be sent to the Debenture Holders for Debenture Holder Approval in terms of the Debenture Trust Deed The Debenture Trustee shall ensure and procure that any notice received by the Debenture Trustee from the Issuer andor the Promoters is shared by the Debenture Trustee with all the Debenture Holders of the Issuer within a period of 2 (two) Business Days from the date of receipt of such notice and in every event before the Debenture Trustee responds to such notice
Issue Procedure Only Eligible Investors as given hereunder may apply for the Debentures by completing the application form in the prescribed format as attached in Annexure 7 (Application Form) in BLOCK LETTERS in English as per the instructions contained therein The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the Application Form No application can be made for a fraction of a Debenture Application Forms should be duly completed in all respects and applications not completed in the said manner are liable to be rejected
The name of the applicants bank type of account and account number must be duly completed by the applicant This is required for the applicants own safety and these details will be printed on the refund orders and interest redemption payments c~~ F~~~gt
~ll ~~
~( ~ )~~Jy 11 ~
~ ~
Page 36 of60-~-~ ~
The Application Form must be accompanied by either demand draft(s) or cheque(s) drawn or made payable in favour of the Issuer or otherwise as may be set out in the Application Form and crossed Account Payee Only Cheque(s) or demand draft(s) may be drawn on any bank including a coshyoperative bank which is a member or a sub-member of the New Delhi Bankers Clearing House located If permitted the applicant may transfer payments required to be made in relation to any by electronic transfer of fundsRTGS to the bank account of the Issuer as per details mentioned in the Application Form
Application Procedure Eligible Investors will be invited to subscribe by way of the Application Form prescribed in the Information Memorandum Disclosure Document during the period between the Issue opening date and the Issue closing date (both dates inclusive)
Fictitious Application As a matter of abundant caution and although not applicable in the case of debentures attention of applicants is specially drawn to the provisions of sub-section (I) of Section 68A of the Act
Any person who (a) makes ina fictitious name an application to a company for acquiring or subscribing for any shares therein or (b) otherwise induces a company to allot or register any transfer of shares therein to him or any other person in a fictitious name shall be punishable with imprisonment for a term which may extend to five years
Basis ofAllotment The Investors will be required to remit the funds as well as submit the duly completed Application Form along with other necessary documents to Issuer by the Deemed Date of Allotment Deemed Date of Allotment for the Issue is 23-10-2013 by which date Investors would be intimated of allotment
Record Date The date falling seven days prior to the Due Date or if it happens to be a holiday then the immediately succeeding Business Day shall be the Record Date
Eligible Investors Only those Investors who have been addressed through a communication directly are eligible to apply No other Investor can apply All Investors are required to comply with the relevant regulationsguidelines applicable to them for investing in this issue of Debentures
Note Participation by potential Investors in the issue may be subject to statutory andor 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 ~egulatory requirements applicable t them inclu~i~~lctUi~ exchange controls and other requIrements Applicants ought to seek Independent l~~ -~lti and regulatory advice in relation to the laws applicable to them rtf ~t
Page 37 o~-) ~~
Application under Power of Attorney Original power of attorney or the relevant authority together with its certified true copy as the case may be along with the names and specimen signatures of all the authorized signatories and the tax exemption certificate document if any must be lodged at time of submission of the completed Application Form Further modifications additions in the power of attorney or authority should be notified to the Company at its registered office
Procedure for applying for Dematerialised Facility
I The applicant must have at least one beneficiary account with any of the Depository Participants of NSDLCDSL prior to making the application
2 The applicant must necessarily fill in the details (including the beneficiary account number and Depository Participants ID) appearing in the Application Form under the heading Details for Issue of Debentures in ElectronicDematerialised Form
3 Debentures allotted to an applicant will be credited directly to the applicants respective beneficiary account(s) with the Depository Participants
4 For subscribing to the Debentures names in the Application Form should be identical to those appearing in the account 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 in the Depository
5 Non-transferable allotment advicerefund orders will be directly sent to the applicant by the Registrar and Transfer Agent to the Issue
6 If incompleteincorrect details are given under the heading Details for Issue of Debentures in ElectronicDematerialised 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
7 For allotment of Debentures the address nomination details and other details of the applicant as registered with hisher DP shall be used for all correspondence with the applicant The applicant is therefore responsible for the correctness of hisher demographic details given in the Application Form vis-a-vis those with hisher Depository Participant In case the information is incorrect or insufficient the Issuer would not be liable for the losses if any
8 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 t- ~gti)L~-~(i ~page380~ ~
~nmiddotmiddotmiddotmiddot-middotmiddotmiddotmiddot ~lt---plusmn
Documents to be provided by Eligible Investors
Investors need to submit the following documentation as applicable
Memorandum and Articles of Association or other constitutional documents
Resolution power of attorney authorising investment
Specimen signatures of the authorised signatories duly certified by an appropriate authority
bull SEBI registration certificate (if applicable)
Copy ofPAN Card to be submitted
bull Application fonn (including RTGS details)
Mode of Payment All payments must be made through cheque(s)draft(s)transfersRTGS as set out in the Application Form
Depository Arrangements The Company has appointed Skyline Financial Services Private Limited as the Registrar and Transfer Agent for the present Issue and the Company shall make necessary depository arrangements with CDSL and NSDL for issue and holding of Debentures in dematerialised form
List of Beneficiaries The Issuer shall request the Depositories to provide a list of beneficiaries as at the end of the relevant Record Date This shall be the list which will be used for payments of interest or repayment of redemption monies or any other amounts payable on the Debentures as the case may be
Effect of Holidays Should any of the dates defined above or elsewhere in this Information Memorandum Disclosure Document (except the Deemed Date of Allotment) fallon a day other than a Business Day the immediately succeeding Business Day shall be considered as the effective date(s) In case Record Date book closure date falls on a day other than a Business Day the Business Day the succeeding day shall be the record date book closure date
Tax Deduction at Source Tax as applicable under the Income Tax Act 1961 or any other statutory modification or re-enactment thereof will be deducted at source on the interest payable on the Debentures Tax exemption certificatedocumentform under section 193 of the Income Tax Act 1961 if any must be lodged at th~ Registered Office of th~ Issuer at least fiftee~~~middot(iJ2~~ (15) days before the relevant mterest payment becommg due (~ 1
i t IJ W7i$0 ~---Page 39 of 6O____~ti-----
Letters of Allotment The Issuer shall issue a Letter of Allotment to each Debenture holder on the Deemed Date of Allotment The Debentures will be subsequently credited in dematerialised form within 2 (two) Business Days from the Deemed Date of Allotment
Deemed Date of Allotment All the benefits under the Debentures will accrue to the Debenture holders from the date of receipt of the application monies The actual allotment may take place on a date other than the Deemed Date of Allotment
Refunds For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within seven days from the Deemed Date of Allotment of the Debentures 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
Joint Holders Where two or more persons are holders of any Debenture(s) they shall deem to hold the same as joint tenants with benefits of survivorship
Mode of Transfer Debentures shall be transferred subject to and in accordance with the rules procedure as prescribed by the NSDL CDSL Depository participant of the transferor transferee and any other applicable laws and the rules notified in respect thereof 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 Transferor shall give delivery instructions containing details of the transferees DP account in his depository participant
Succession In the event of demise of Debenture holder the Company will recognize the executor or administrator of the deceased Debenture holder or the holder of succession certificate or other legal representative as having title to the Debentures The Company shall not be bound to recognize such executor administrator or holder of the succession certificate or other legal representatives as having title to the Debentures unless such executor or administrator obtains probate or letter of administration or such holder is the holder of succession certificate or other legal representation as the case may be from a competent Court in India having jurisdiction over the matter The Company may in their absolute discretion where it thinks fit dispense with production of probate or letter of administration or succession ~--~gt
l
certificate or other legal representation in order to recognize such holder ~1 ~)t)
Page 40 of6~ Vv pound ~o-middot~-
bull ~f V
being entitled to the Debentures standing in the name of deceased Debenture holder on production of sufficient documentary proof or indemnity
Nomination In the event of however a deceased Debenture holder(s) having nominated any person entitled to be registered as the Debenture holder in the event of his death such nominee shall be registered as the Debenture holder in place of the deceased Debenture holder
Page 41 of 60 shy
OTHER REGULATORY AND STATUTORY DISCLOSURES
Stock Exchange Disclaimer Clause It is to be distinctly understood that filing of this Information Memorandum Disclosure Document with the Stock Exchange should not is any way be deemed or construed that the same has been cleared or approved by the Stock exchange The Stock Exchange does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue has been made or for the correctness of the statements made or opinions expressed in this Information MemorandumDisclosure Document
Listing Disclaimer The Debentures are proposed to be listed on the Wholesale Debt Market segment of the BSE The Company shall comply with the requirements of the listing agreement to the extent applicable to it on a continuous basis and shall complete all formalities relating to listing of the Debentures
Companys Disclaimer Clause The Company certifies that the disclosures made in this Information MemorandumDisclosure Document are generally adequate and III
conformity with SEBI Regulations Further the Company accepts no responsibility for statements made otherwise than in the Information MemorandumDisclosure Document or Security Documents or any other material issued by or at the instance of the Company and anyone placing reliance on any source of information other than this Information Memorandum Disclosure Document and the Security Documents would be doing at their own risk and the Company will not be liable for such reliance
Issue of Debentures in Dematerialised Form The Debentures will be issued only in dematerialized form The Issuer has made arrangements with the Depositories for the issue of the Debentures in dematerialized form Investors will have to hold the Debentures in dematerialized form as per the provisions of Depositories Act 1996
Consents ILampFS Trust Company Limited has given its written consent for its appointment as debenture trustee to the Issue under Regulations 4(4) of the SEBI Regulations and inclusion of its name in the form and context in which it appears in this Information Memorandum Disclosure Document __
4ti)~ ~ A )ro)
C
Page 42 of60
ANNEXURE 1 SUMMARY TERM SHEET
--------------------------------------------------------------------------- shyIssuer Orris Infrastructure Private Limited
Instrument Secured Cumulative Redeemable Non-Convertible Debentures
Total number of 200 NCDs Face Value ~ 10000000- (Rupees One Crore only) per Debenture
Issue Size ~ 2000000000- (Rupees Two Hundred Crores only)
Issue Price At its face value ie ~ 10000000- (Rupees One Crore only) per Debenture
Mode of Private Placement Placement Object of the The proceeds from the issue shall be utilized for the general Issue corporate purposes of the Company
Form of listed Dematerialised issuance Deemed Date of 23-10-2013 or any other date as decided by the Issuer Allotment
Tenor 48 (forty eight) months from the Deemed Date of Allotment
Redemption After expiry of the Moratorium Period the Issuer shall redeem the Debentures in equal monthly installments over a period of 33 (thirty three) months on each Due Date subject to premature redemption as permitted under the Debenture Trust Deed
Moratorium Period of 15 (Fifteen) months from the Deemed Date of Allotment Period Interest Rate Interest will be payable at the interest rate of 20 (Twenty percent)
per annum payable monthly on the Outstanding Amounts as per the Payment Schedule (refer Annexure 2 to this Information Memorandum Disclosure Document)
The first installment for interest payment shall also include an additional amount equivalent to 125 (one point two five percent) of the issue size (excluding any applicable taxes) to the Debenture holders in proportion to the Debentures held by them
Market Lot One (1) Debenture
Minimum Application
Early Repayment
Escrow Mechanism
------shy
Subject to the conditions specified in the Debenture Trust Deed (Premature Redemption) the Issuer shall have a onetime option to prematurely redeem in a single tranche and not exceeding 25 (twenty five) of the outstanding Debenture Principal Amount at any time after expiry of the 24 (twenty four) months from the Deemed Date of Allotment till the expiry of 30 (Thirty) months of the Deemed Date of Allotment (Premature Redemption Period) The Premature Redemption shall be exercised in a single tranche and shall be subject to fulfillment of each of the following conditions that the Company prematurely redeems Debentures equivalent to an amount in the multiples of ~ 50000000- (Rupees Five Crores Only) with the minimum amount being ~ 150000000- (Rupees Fifteen Crores Only) for redemption in excess of the amounts permitted for Premature Redemption as specified above the Issuer shall pay a premature redemption premium of 2 (two percent) on the amount being redeemed and paid by the Issuer plus applicable service tax or other statutory levy if any subject to deduction of income tax at the rate prescribed under the Income Tax Act 1961 (Premature Redemption Premium) subject to the Escrow Mechanism below the Issuer shall have the option to prematurely redeem the Debentures after the expiry of the Premature Redemption Period without paying any Premature Redemption Premium provided such amounts are in accordance with sub-clause (a) above and any redemption of Debentures by the Issuer in accordance with this Deed shall be proportionate redemption of all the Debentures together through reduction in face value of each Debenture Further the redemption of the Debentures may be carried out in accordance with the Escrow Mechanism mentioned below
All receivables from the Project will be deposited by the Company in an Escrow Account All monies deposited in the Escrow Account shall be utilized in following order Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal with respect to the Debentures Only upon satisfaction of the requirement of (1) and (2) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account towards withdrawal of upto ~ 900000000 (Rupees Ninety Crores only) by the Company After withdrawal of ~ 900000000 (Rupees Ninety Crores only) by the Company
Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal witl]_x~secttyct to
-_8f~~the Debentures (f~X-~~~
~ ) Page 44 amp1 ~____~i
--------------------------------------- -- -------------
Debt Service Reserve Account (DSRA)
Put Option
Issue open on
Issue closed on
Basis for Interest calculation
Listing
Depository
Credit Rating
Security
Only upon satisfaction of the requirement of (a) and (b) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account 60 (Sixty percent) of any further monies in the Escrow Account shall be used to accelerate the redemption of the Debentures and the remaining 40 shall be withdrawn by the Company
Shall mean an amount being not less than ~ 60000000 (Rupees Six Crores only) to be maintained by the Company in the Escrow Account at all times
In the event of a default as defined iIi the Debenture Trust Deed the Debenture Trustee (on instructions from the Debenture holders) can exercise a put option on the Promoters to buy back the entire outstanding Debentures
04-10-2013 or any other date as decided by the Issuer
23-10-2013 or any other date as decided by the Issuer
Interest payable on the Debentures shall accrue on a day to day basis and shall be computed on the basis of 365 (Three Hundred Sixty Five) days divided equally for each of the twelve calendar months
At the WDM segment of the BSE
NSDL and CDSL
ICRA B+ by ICRA Limited
The Debentures together with any interest accrued thereon and outstanding amounts Debenture Trustees remuneration and all costs charges expenses and all other monies due in respect of the Debentures shall be secured by
First and exclusive charge on all Project Receivables through the Deed of Hypothecation together with the Escrow Agreement and such charge will be superior to any other claims on the Project Receivables First and exclusive charge on all amounts lying to the credit of the Escrow Account under the Deed of Hypothecation First and exclusive charge by way of equitable mortgage on the Commercial Property (Mortgaged Property) through execution of a registered Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property in favour of the Debenture Trustee together with a declaration cum undertaking from CDPL declaring the creation of mortgage by deposit of titly-~Si~6d~~ the
I-SI ~~
Page 4~60
----------------------------------------------------------------------------------Commercial Property in terms of the memorandum of entry Equitable mortgage and exclusive charge over FSI equivalent to 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of the Commercial Project together with all the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
Exclusive charge over all the rights title interest benefits claims demands of any nature whatsoever of the Company under andor in respect of the CDPL Collaboration Agreements for development and construction of the Commercial Colony and the entire FSI in the Commercial Project along with proportionate undivided interest in the underlying land and without limitation the following the right to compel performance thereunder and to substitute or be substituted for the Company thereunder and to substitute and be substituted thereunder for the Company thereunder and to commence and conduct either in the name of the Company or in its own name or otherwise any proceedings against any person in respect of any breach of the CDPL Collaboration Agreements and all claims of the Company including in any proceedings against all or any such persons to any amounts owing to or received by the Company thereunder and the rights and benefits of all Approvals to the extent capable of assignment together with the right to further assign any of the CDPL Collaboration Agreements and such Approvals to any Person Pledge of shares representing the entire issued and paid up share capital of CDPL under the Deed of Pledge Personal Guarantee of Sh Vijay Gupta Sh Amit Gupta and Smt Kusum Gupta and Cheques
Security Creation The Security shall be created in the favour of the Debenture Trustee on or before the Deemed Date of Allotment
Representation The representations and warranties of the Company will be set out and Warranties in the Debenture Trust Deed
Event ofDefault All events of default as set out in the Debenture Trust Deed
Upon occurrence of such event of default Debenture Trustee shall (on instruction from the Debenture holders) issue a written notice of default to the Company and grant to the Company a cure period in accordance with the terms of Security Documents
The consequences of an event of default shall be governed_lgtY the provisions in the Security Documents and shall inclu9~~ayfu~i1t of
default interest and enforcement of the Security in the manner specified In the Security Documents including appointment of nominee director(s)
Default Interest An additional interest of 4 pa (four percent per annum) over and Rate above the Interest Rate (as defined hereinafter) (viz the default
interest rate shall be 24 (twenty four percent) payable in relation to the Debentures and the Outstanding Amounts payable In accordance with Security Documents
Registrar and Skyline Financial Services Private Limited Transfer Agent
Compliance All provisions clauses regulations specified by GOISEBIRoCBSE with respect to issue and listing of Redeemable and Secured Non-Convertible Debentures shall be complied with by the Company
Assignment Each Investor may transfer or dispose a part or the whole of its Transferability Debentures without the Companys consent
Governing Law The governing law will be the laws of India and the parties submit to and Jurisdiction the exclusive jurisdiction of the courts in Delhi
~-~---~-~
u c tL ~If) -~~-J bull (
Page 47 of60
ANNEXURE 2 PAYMENT SCHEDULE
Due date
Month 0
Last Day ofMonth 1
Last Day ofMonth 2
Last Day ofMonth 3
Last Day ofMonth 4
Last Day ofMonth 5
Last Day ofMonth 6
Last Day of Month 7
Last Day ofMonth 8
Last Day of Month 9
Last Day of Month 10
Last Day of Month 11
Last Day of Month 12
Last Day of Month 13
Last Day of Month 14
Last Day ofMonth 15
Last Day of Month 16
Last Day of Month 17
Last Day of Month 18
Last Day ofMonth 19
Last Day ofMonth 20
Last Day of Month 21
Last Day of Month 22
Last Day ofMonth 23
Last Day of Month 24
Last Day ofMonth 25
Last Day of Month 26
Last Day ofMonth 27
Outstandino D b t b
e en nre1 su )scrIptlOn amount
I dat mont I en
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
1939393939
1878787879
1818181818
1757575758
1696969697
1636363636
1575757576
1515151515
1454545455
1393939394
1333333333
1272727273
I nterest
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
32323232
31313131
30303030
29292929
28282828
27272727
26262626
25252525
24242424
23232323
22222222
Debenture Payment to I t D b tSll )SCrIP Ion e en nre
t H Idamoun 0 ers
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
60606061 93939394
60606061 92929293
60606061 91919192
60606061 90909091
60606061 89898990
60606061 88888889
60606061 87878788
60606061 86868687
60606061 85858586
60606061 84848485
60606061 83838384
60606061 8~~3 j()gt t~( S( )Page48~60
-
Due date su
Last Day of Month 28
Last Day of Month 29
Last Day of Month 30
Last Day of Month 31
Last Day ofMonth 32
Last Day of Month 33
Last Day of Month 34
Last Day of Month 35
Last Day of Month 36
Last Day of Month 37
Last Day of Month 38
Last Day of Month 39
Last Day of Month 40
Last Day of Month 41
Last Day of Month 42
Last Day of Month 43
Last Day of Month 44
Last Day ofMonth 45
Last Day of Month 46
Last Day of Month 47
Last Day of Tenor
Outstandino D b t b
b ~ t~n ure t SCrIp Ion amoun
t th da mon en
1212121212
1151515152
1090909091
1030303030
969696970
909090909
848484848
787878788
727272727
666666667
606060606
545454545
484848485
424242424
363636364
303030303
242424242
181818182
121212121
60606061
Debentme Payment to Interest subscription
t amoun Debenture
H ld0 ers
21212121 60606061 81818182
20202020 60606061 80808081
19191919 60606061 79797980
18181818 60606061 78787879
17171717 60606061 77777778
16161616 60606061 76767677
15151515 60606061 75757576
14141414 60606061 74747475
13131313 60606061 73737374
12121212 60606061 72727273
11111111 60606061 71717172
10101010 60606061 70707071
9090909 60606061 69696970
8080808 60606061 68686869
7070707 60606061 67676768
6060606 60606061 66666667
5050505 60606061 65656566
4040404 60606061 64646465
3030303 60606061 63636364
2020202 60606061 62626263
1010101 60606061 61616162
The interest payment on the first Due Date shall vary depending on the date onwh~h the
application monies for Debentures arc received til 1~~1
1bull kAij~ lt laquo~~gt ~
-
--
Page 49 of60
ANNEXURE 3
UNDERTAKING BY THE COMPANY
The Company undertakes that bull In the event the Debentures are issued in physical form the Company
shall use a common form of transfer
bull It will provide on a half yearly basis a compliance certificate duly certified by the Debenture Trustee to the Debenture holders in respect of compliance with the terms and conditions of Issue as contained in this Information Memorandum Disclosure Document and
bull Every credit rating obtained shall be periodically reviewed by the Credit Rating Agency and any revision in the rating shall be promptly disclosed by the Company to the Stock Exchange Any change in rating shall be promptly disseminated to Debenture holders and prospective Investors in such manner as the BSE may determine from time to time All information and reports on the Debentures including compliance reports filed by the Company and the Debenture Trustee shall be disseminated to the Debenture holders and the general public by placing them on the website of the Company and shall through the Debenture Trust Deed request the Debenture Trustee to place the same on its website
bull The above Information Memorandum Disclosure Document IS
compliant with all disclosures required to be made for listing of senior non-convertible debentures on a private placement basis on a recognized stock exchange as specified in Schedule I under Regulation 21 of the Securities and Exchange Board of India (Issuing and Listing of Debt Securities) Regulations 2008
laquo~~(~I0~~ For o~InCr ~cture Private Limited
~~WIVijay~
(Chairman)
Page 50 of60
ANNEXURE 4
CREDIT RATING LETTER FROM ICRA LIMITED
Ie R A Limited
Ref DRAT2013-140-362
Mr Sanjay Aggarwal VP - Accounts amp raxation Orris Infrastructure Private Limited J-105 DLF Phase -II MG Road Gurgaon - 122002 Haryana
May 21 2013
Dear Sir
Rc ICRA-assigned Credit Rating for Rs 200 crore NCD Programmc of Orris Infrastructurc l)rivate Limited (instrument details in Annexure)
Please refer to your Rating Requisition dated May 112013 and the subsequent Rating Agreement of May 162013 for carrying out the rating of the aforesaid Bond Programme The Rating Committee
of ICRA after due consideration has assigned a [ICRAIB+ (pronounced as ICM B plus) rating
to the captioned Bond Programme
We would appreciate if you can sign on the duplicate copy of this letter and send it to us within 7
days from the date of this letter as confirmation about the use of the assigned rating The rationale
for assigning the above rating will be sent to you on receipt of your confirmation about the use of our rating as above Any intimation by you about the above rating to any BankerLending
AgencyGovernment AuthoritiesStock Exchange would constitute use of this rating by you
This rating is specific to the terms and conditions of the proposed issue as was indicated to us by you
and any change In the tenns or size of the issue would require the rating to be reviewed by us If
there is any change in the terms and conditions or size of the instrument rated as above the same must be brought to our notice before the issue of the instrument If there is nny such change after the
rating is assigned by us and confirmed to use by you it would be subject to our review and may result in change in the rating assigned
ICRA reserves the right to suspend withdraw or revise the above at any (ime on the basis of new information 01 unav~ilability of information or such other circumstances which ICRA believes may
have an impact on the rating assigned to you
The rating as aforesaid howeVer should not be treated as a recommendation to buy sell or hold the
bonds to be issued by you If the instrument rated as above is not issued by you within a period of 3
BuUding No 5 2 Floor TeL + 91 - 124 - 4545300 wOiosite wwwicraJn Tower A DLF cyber City Fax + 91 - 124 - 4050424 email infoicralndiacom Phase ll Gurgaon 122002
Regd Office 1105 Kailash Building 11 Floor 26 Kastuma Gandhi Marg NeW Delhi - 110001
RATING RES EAR eli INFORMATION
months from the date of this letter communicating the rating the same would stand withdrawn unless
revalidated before the expiry of 3 months
You arc required to forthwith inform us about any default or delay in repayment of intcrest or
principal amount of the instrument mtcd as above or any other debt instruments borrowing Y nu are also required to keep llS forthwith informed of any other devclopments which may have a direct
or indirect impact on the debt servicing capability of the company including any proposal for reshy
schedulement or postponement of the repayment programmes oCthe dues debts of the company with
any lendcr(s) investor(s)
You are required to inform us immediately as and when the borrowing limit for the instrument rated
as above or as prescribed by the regulatory authority (ies) is exceeded
We thank you for your kind cooperation extended during the course of the rating exercise Should
you require any clarification please do not hesitate to get in touch with us
With kind regards
Yours sincerely
for IeRA Limited
-- Iobit Inamdar S (Senior Vice President) (Analyst)
Page 52 of60
Annexure
Details of the bank limits rated by leRA (Rated on long term seale)
Page 53 of60
I eRA limited AIIA~fIiI ofMoltldyIInvllllttmI ~
Ref DRATfl013middot140middot3611
Date August 222013
MI Sanjay AggarwaJ VP - Accounts amp Taxation Orris Infrastructure Private Limited JmiddotIO5 DLF Phasemiddotll MG Road Gurgaonmiddot J22002 Haryana
Dear Sir
Re leRA ruting for Rs 2000 crote NCD Progrumme of Orris Infrastructure Private Umlted
This is with reference to your letter dated August 9 2013 for re-validating your rating for the Rs 200 erore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Boods programme ofyour company and last communicated to you vide QuI letter dated May 212013 stands The other terms and conditions for the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DlRAT12013middot 1410-362 dated May 2013 stands
With kind regards For lCRA Limited
(Senior Vice President)
T~middot + 91middot 124 bull ~ website VWW bulliCfSio fw + 91 124 -~ email info~middoticralndiagtcom
Page 54 of60
Ie R A Lim
Ref DfRAT2013-14O-364
Date October 03 2013
Mr Sanjay Aggarwal VP - Accounts amp Taxation Orris Infrastructure Private Limited J-105 DLF Phasemiddotmiddotll MG Road Gurgaon - 122002 Haryana
Dear Sir
Re ICRA rating for Rs 2000 crOTe NCD Programme of Orris Infrastructure Private Limited
This is with reference to your letter dated September 03 2013 for re-validating your rating for the Rs 200 crore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Bonds programrne of your company and last conununicated to you vide our letter dated August 22 2013 stands The other terrns and conditions fur the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DRATI2QI3middot 14()362 dated May WI3 stands
With kind regards For [eRA Limited
Vi (Senior Vice President)
Buildlng No 2 Iloot Tel + 81 124 - 4545300 websf1e WWWJCf8D
Tower A Cyber Oily Fax + 91 124 bull 4000424 ilImaH lnfoicralfldliLcof1
Phase II Gurgaonmiddot 1~
Regd Offictl noo iltailash Building i 1 Floor 26 KDtwoo Qandhi Marg New Delhi bull 110001
RATING RES EAR C H INfORMATION
Page 55 of60
ANNEXURE 5
CONSENT LETTER FROM DEBENTURE TRUSTEE
Ref No 1750 ITCL JUtmiddots I ru~1 Company Limilt~d
September 30 2013
Orris Infrastructure Private limited (Company) Jmiddot105 OLF PhaSe - 11 MG Road Gurgaon 122002
Kind Attention Mr Vljay Gupta Director
Sub listed Secured Redeemable Non Convertible Debentures (NCDs) aggregating to Rs 200 crs proposed to be issued by the Company on private placement basis
Dear Sirs
This is with reference to our discussion regarding appointment of ILampFS Trust Company limited (ITCL) as Debenture Trustee for the proposedlssue of listed Secured Redeemable NCDsof Rs 1 crore each aggregating to Rs 200 crs to ~ issued by the Company on private placement basis In this regard VIle do hereby give out consent to act as the Debenture Trustee subject to the Company agreeing to the following conditions
1 The Company agrees and undertakes to create the securities over such terms and conditions as detai~d in the signed Information Memorandum as submitted to us and execute the Debenture Trust Deed and other necessary security documents as required
2 The Company agrees amp undertakes to pay Debenture Trustees so long as they hold the office of the De~nture Trustee remuneration as stated in appointment letter dated July 30 2013 for the services as Debenture Trustee in addition to all legal travelling and other costS charges and expenses which the Debenture Trustee or their officers employees or agents rnayiocur in relation to execution of the Debenture Trust Deed and all other documents affecting the Security till the monies in respect of the Debentures have been fully paid-off and the requisite formalities for satisfaction of charge in aU respects have been complied with
3 The Company agrees ft undertakes to comply with the provisions of SEal (Debenture Trustees) Reguliltions 1993 SE61 (Issue and Listing of Debt Securitles) Regulations 2008 SEBICircutar No$EaIIlMOOfgtl1Sondl2oo911 105 dated 11052009 on Simplified Listing Agreement for Debt Securities read with the SEBl Circular No SEBIIIMDDOF-1 tBONDlClr-5120o9 dated the 16th November 2009 the Companies Act 19l)6 ilnd other applicable proviSions I circulars guidelines etc as applicable and amended from time to time and agrees to furnish to Trustees such information in terms of the same on regular basis
Sincerely For ILftFS Trust Company lilDi~d
lL__~~ ~ ~ ~~~ --- ~
Authorized Signatory
lUfFS Finru1 Centre PloINo C 22 G Block 5th Floor Bjr Kurio Complex Bandra (Eastl Mumbamiddotmiddot 40(K)SI INDIA
Bangalor( Office ILEtFSTru1 (ompally Ltdbull ALmiddotLalheef 151 Floor No 2Unioll Slreet Offlnanlry Raad Banglore 5hlX)OI INDIA
New Delhi Offire ILftFSTrusl (ompY tId Amiddot26a lsI Ploor Bhishm Pithamah Marg DefencfCoony New Delhi - 110024 INDIA
Kolkala Offilaquo ILftfSTrusl Company Ltd ILIIFS Constantia lnlflPor n Dr11 lIt Bramachari Street Kolkata bull 700017 INDIA
Page 56 of60
ANNEXURE 6
CONSENT LETTER FROM REGISTRAR AND TRANSFER AGENT i
Skyline Financial Serrr)ices Pvt Ltd SEBI REGISTERED CATEGORY1 REGk)IRARS ampSHARE TRANSfRAtgtENT D153A Ht Floor () nol Area Ph bullbullbullI New Dolhmiddot llO 020 1 9 middot1126812682 2S612~83 EmiddotmaI nOlltyhOaccrn tte-oSi$ wwwSiltyllnfHla_all1
August 29 2013
MrVlneel Kumar Gupta
Sr Manaler Secretarial
Orris InfraSlrucllJre Private Limited
Orris la M G Road
Gurgaoo - 1iG 002 (Hr)
Sub Consent to aet as Registrar to Issue and TfBllSfer Agent
DearSJr
Thls1s in reference 10 YOllr email datild AugJS1 29 2013 We hereby give our consent to act as 21
Registrar to IsSue and Transfer Agent for your propOSed issue of 1O - conveo1ibledebentures Of Rs
20000 Crore (jl1d our name IS Registrar to i$sueandShare Transfer agent may please be included in
Thanking you Y()ursfailhfufy
Vice- President
Page 57 0[60
--
-------
ANNEXURE 7
APPLICA TION FORM
ORRIS INFRASTRUCTURE PRIVATE LIMITED Registered Office RZ-D-5 Mahavir Enclave New Delhi 110045
Corporate Office 1-105 DLF Phase II Mehrauli Gurgaon Gurgaon -122002
Application No ___ Date
Dear Sirs
VWe have read and understood the terms and conditions of issue by Orris Infrastructure Private Limited of senior secured cumulative redeemable Non-Convertible Debentures of face value ~ 10000000 (Rupees One Crores only) having a coupon rate of 20 pa on a private placement basis on the face value aggregating to ~ 2000000000- (Rupees Two Hundred Crores only) (Debenture) contained in the Information Memorandum Disclosure Document dated __2013 VWe bind ourselves to the terms and conditions as contained in the Information Memorandum Disclosure Document and wish to apply for allotment of these Debentures The amount payable on application as shown below is remitted herewith On allotment please place myour name(s) on the Register of Debenture holder(s)
(Please read carefully the instructions on the next page before filling this form)
No of Debentures applied No in figures No in words for
Amount (~)
Detal s I 0 f payment ChequesDemand Date Drawn on Bank DraftlRTGS Details
Applicants Name amp Address in full (please use capital letters)
Pin Code Telephone I Fax Email
I Status Bankin~ Company ( ) Insurance Company ( ) Other ( ) (specify in case of others) Name of Authorized Signatory Designation Signatures Signatoty
Details of Bank Account Bank Name amp Branch Nature ofAccount Account No IFSCINEFT Code middot)---~1
-- --
Depository Details
I1We the undersigned want to hold the Debentures of the Company in the dematerialised fonn Details of myour Beneficiary Account are given below
Depository Participant Name - shy
DPID
Beneficiary Account Number shy
Name of the Applicant
() II We understand that in case of allotment of Debentures to my lour Beneficiary Account as mentioned above would be credited to the extent of Debentures allotted
Taxpayers PAN I GIR No IT CircleIW ardlDistrict ( ) Not Allotted
Tax Deduction Status () Fully ( ) Tax to be ()Yes ONo Exempt deducted at
Source
I1We hereby understand that the Company has not provided and will not provide any material or other infonnation regarding the Debentures except as included in the Infonnation Memorandum Disclosure Document
Signature of the Applicant _________________(Tear here)__________
ACKNOWLEDGEMENT SLIP
Application No Date -- shyReceived From
1shy----------------------~
By ChequelDemand DraftlRTGS No
drawn on towards application for ______ Debentures (Chequesl Demand Drafts are subject to realisation)
For Orris Infrastructure Pvt Ltd
For all further correspondence please contact INFRASTRUCTURE PRIVATE LIMITED Tel +91 124-4979200
Page 59 of60
10
INSTRUCTIONS
You must complete application in full in BLOCK LETTERS IN ENGLISH
2 Your Signatures should be made in English or in any of the Indian languages
3 Application forms duly completed in all respects together with high value Cheques Pay Order Demand Drafts must be lodged at the Orris Infrastructure Private Limited Corporate Office (as provided above)
4 Payments through RTGS shall be made as follows
Beneficiary Account name Orris Infrastructure Private Limited IFSC Code UTIB0000056 Bank Account No 056010200015303 Bank Axis Bank Ltd Branch Sec-14 Gurgaon
5 The Cheque(s)Demand Draft(s) of high value clearing zone should be drawn in favour of ORRIS INFRASTRUCTURE PVT LIMITED and crossed Ale payee only Cheque(s)Demand draft(s) may be drawn on any scheduled bank and payable at Delhi
6 Mr Vineet Gupta as authorised representative of the Company will issue the Acknowledgement Slip (appearing below the Application Form) as acknowledgement of receipt of applications No separate receipt will be issued
7 You should mention your Permanent Account Number or the GIR number allotted under Income- Tax Act 1961 and the Income-Tax CirclelWardlDistrict In case where neither the PAN nor GIR number has been allotted the fact of non-allotment should be mentioned in the application form in the space provided
8 The application would be accepted as per the terms of the issue outlined in the Information Memorandum Disclosure DOC~fii
r1- -~0 gt tl~~ ~gt
j )j~ (~~ ~O
~ shy
Page 60 of60
DISCLOSURE ON EXISTING FINANCIAL INDEBTNESS
1 Details of Secured Borrowings4
Ao The secured loans of the Company outstanding as on March 312013 is as follows
(Amount in f)
Details of Vehicle Loans Axis Bank October 27 1390055 EMI Start date- Hypothecated to Limited 2010 December 10 2010 Axis Bank (BMW) Closure date- Limited
November 10 2013 HDFC March 09 2472342 EMI Start Date Hypothecated to Bank 2012 April 052015 HDFC Bank Limited Closure Date - April Limited (BMW) 052015
None of the above loans is secured against any of the security (as detailed in Offer Details section above)
B The Secured Debentures of the Company outstanding as on March 312013 are as under
ILampFS Secured 17 Monthly 1 14th part of the first floor Trust Redeemable installment (without Roof Right) being 45 Company Non- pa s Start sq yards out of 180 sq yards of Limited Convertible date- the first floor constructed on
Debentures 2205201 free-hold land bearing plot No Series shy I of 1 RZ-D-5 First Floor Mahavir aggregate Closure Enclave New Delhi -110045 face value of dateshy admeasuring 180 sq yards out 2202201 ofkhasra number 8314 35000000 4 situated in the area of village 0- (Rupees Palam now known as Mahavir Thirty Five Enclave Block -D New Delhi-Crores) 110045 issued at a discount of 2 Mortgage assignment of all the 17513shy rights title and interest
4 The figures are as per the audited balance Sheet for the financial year ending March 31 2013
----- shy
(Rupees whatsoever of the Company in Seventeen to under andor in respect of Thousand the collaboration agreements Five dated 27102007 and Hundred 01072010 executed with CDPL and Thirteen for development and only) on the construction of the Commercial face value Complex and sale of FSI to the (being ~ extent of 625000 Sq Ft along 10000001- with proportionate interest in (Rupees Ten the underlying land inl of the Lakhs only)) Commercial Complex of each debenture 3 Out of the total sanctioned FSI
of 702871 Sq Ft of Commercial Complex mortgage and charge over FSI equivalent to 625000 Sq Ft including prorata share over all that piece and parcel of free hold land admeasuring 95 acres (approx located at Sector 82A Gurgaon Haryana India over which the Commercial Complex is proposed to constructedI developed together with proportionate buildings and structures thereon AND the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
4 Pledge of entire issued equity share capital of CDPL
5 Post-dated cheques
6 Personal Guarantee of the Promoter viz Mr Vijay Gupta
ILampFS Secured 17 Monthly 1 114th part of the first floor Trust Redeemable installment (without Roof Right) being 45 Company Non- pa s Start sq yards out of 180 sq yards 0 f Ltd Convertible date- the first floor constructed on
Debentures 1506201 free-hold land bearing plot No Series - II of 1 RZ-D-5 First Floo~ M~ct[~ aggregate Closure Enclave New DelhI -11
-_ ()-4~-----
ltshy -
---- ----- ---------------shyface value of date- admeasuring 180 sq yards out ~ 1505201 of khasra number 83 14 42500000 4 situated in the area of village 0- (Rupees Palam now known as Mahavir Forty Two Enclave Block -D New Delhi-Crares) Fifty 110045 Lakhs
2 Mortgage assignment of all theissued at a rights title and interestdiscount of ~ whatsoever of the Company in58065shyto under andor in respect of(Rupees Fifty the collaboration agreementsEight dated 27102007 andThousand 01072010 executed with CDPLSixty Five for development andOnly) on the construction of the Commercialface value Complex and sale of FSI to the(being ~ extent of 625000 Sq Ft along1000000 shywith proportionate interest in(Rupees Ten the underlying land in of theLakhs only)) Commercial Complexof each
debenture 3 Out of the total sanctioned FSI of702871 Sq Ft of Commercial Complex mortgage and charge over FSI equivalent to 625000 Sq Ft including prorata share over all that piece and parcel of free hold land admeasuring 95 acres (approx) located at Sector 82A Gurgaon Haryana India over which the Commercial Complex is proposed to constructed developed together with proportionate buildings and structures thereon AND the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
4 Pledge of entire issued equity share capital of CDPL
5 Post-dated cheques
---6 Personal Guarantee of the Promoter viz Mr Vijay(qtipta
1
IDEI Trusteeshi p services Limited
Secured Redeemable Optional Convertible Debentures of aggregate face value of
80000000 0- (Rupees Eighty Crore Only) on the face value (being 5000000shy(Rupees Fifty Lakhs only)) of each debenture
Qu art erly Co u po n Rat e of 55
The company shall be obliged to redeem the OCDs in four equal installment s starting from march 31 2014 over a period of 6 (six) financial quarters (the first such financial quarter ending on March 31 2014) such that the OCDs are completely redeemed on June 302015
(i) First sole amp exclusive charge by way of(a) equitable mortgage on the Mortgaged Security Property I and (b) equitable mortgage on the Mortgaged Security Property II
Mortgaged Security Property-I shall mean 23268 acres out of the larger property being the aggregate of 19218 acres (forming part of 25018 acres of land for which License is in place) and the 405 acres for which letter of intent is in place along with the proportionate floor space index and all present and future buildings and structures constructed thereon and all the rights title and interest of the Company and the concerned group housing project landowners over such property excluding 404 (four hundred and four) number of units constructedto be constructed over the aforesaid 19218 acres as more particularly detailed III the transaction documents
Mortgaged Security Property-II shall mean 696 acres out of the security property-II 1004 acres of acquired land in Sector 85 Gurgaon Haryana along with the proportionate floor space index and all present and future buildings and structures constructed thereon and all the rights title and interest of the Company and the concerned group housing project landowners over such property
(ii) first sole and exclusive charge on present and future basis by way of hypothecation on the relevant group housing _poject
-------------------------~----------~-----------------------------receivables from time to time and monies lying and credited into the escrow accounts at any point in time including any fIxed deposits created in accordance with the escrow account agreement out of such monies from time to time together with all and any interest accruing in respect thereof and
(iii) The issuance of personal guarantees by the Promoters in favour of IDBI guaranteeing the fulfIllment of the secured obligations
The NCD Series - I were fully redeemed on July 272013
2 Details of Unsecured Borrowings5
The unsecured loans of the Company outstanding as on March 31 2013 follows
(in ~)
Loan from Body Corporate Flair Exports Pvt Ltd Seh Realtors Pvt Ltd Citland Commercial and Credits Ltd Delhi Brass and Metal Works Pvt Ltd Span India Pvt Ltd Loan Directors Shareholders and their Relatives Amit Gupta-Loan Taken Vijay Gupta (Loan Taken) Amit Gupta (HUF) Green Bay Infrastructure Pvt Ltd Kusum Gupta Mamta Gupta Pooja Gupta Vijay Gupta(HUF)
5000000000 10000000000 16670000000 6670000000
11670000000
2850848000 7929999985
20000000 32146887100
2466000000 5625400000 3250000000
92100000
5 The figures are as per audited financial for the financial year ending March 31 2013
Page 300[60
3 Details of Bank Guarantee6
Bank Guarantee by the Company in respect of Orris Business Square - 95 Acres
ICICI Bank 1 Limited June 182010
Issued by ICICI Bank June 182010 and Valid till October 28 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 2 Bank Ltd Jan 03 2013
ICICI Bank 3 Limited February 232011
Director Town and Country Planning Chandigarh
Director Town and Country Planning Chandigarh Haryana State Pollution Control Board
62946450 October 282012
5938000 October 272014
3750000 February 222016
Bank Guarantee by the Company in respect of Carnation Residency Aster Court Aster Court premier amp Villas 33 -25018 Acres
Issued by ICICI Bank on September 232008 amendment dated September 102010 and valid till September 22 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 4 Bank Ltd September 222012
Issued by ICICI Bank on September 23 2008 amendment dated September 102010 and valid till September 22 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 5 Bank Ltd September 222012
Director Town and Country Planing Chandigarh 111524000
September 222014
Director Town and Country Planing Chandigarh
6 The figures are as per audited accounts for the financial year ending March 31 2013
Page 31 0[60
--
----- --- - shyIssued by ICICI Bank on December 16 2010 and expiry date is Dec 15 2015 but we close it Haryana with ICICI Bank and a State fresh guarantee was Pollution
ING Vysya issued by ING Vysya Control January 6 Bank Ltd bank on 23012013 Board 5000000 142016 Bank Guarantee by the Company in respect of Spring Homes middot10043 Acres
Director Town and Country
ING Vysya Planing September 7 Bank Ltd September 32012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 8 Bank Ltd September 3 2012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 9 Bank Ltd September 32012 Chandigarh 13112500 22016
Director Town and Country
ING Vysya Planing September 10 Bank Ltd September 32012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 11 Bank Ltd September 3 2012 Chandigarh 14752500 22016 Bank Guarantee by the Company in respect of Carnation Residency Aster Court Aster Court premier amp Villas 33 -405 Acres
Director Town and Country
ICICI Bank Planing August 71 12 Limited August 8 2011 Chandigarh 21632230 2015
Director Town and Country
ICICI Bank Planing August 7 13 Limited August 8 2011 Chandigarh
---shy5062~~t ~~015
6ltC [-I_i ~~-
I cel i Ieshy -
Note ~
10 Bank Guarantee of 35 Crore is issued by ING Vysya Bank 2 ING Vysya Bank has given counter guarantee against BG of 21632230
amp 5062500 issued for Aster Court Carnation Residency Aster Court Premier amp Villas 33 ING has given counter guarantee for 62946450 amp 3750000 issued for OB8
3 In OB8 all payment of EDC has been made so BG of 62946450 will be released which is already expired
4 Bank guarantee issued by ING Vysya bank is on 10 cash margin on fIxed deposit
5 Security offered against 35 Cr Bank guarantees issued by ING Vysya Bank is following
Orris HQ(J-I0S DLF Phase-II(Gurgaon)-Given as collateral security Janakpuri (C-3260 New Delhi)-Given as collateral security
4 Particulars of debt securities issued (i) for consideration other than cash whether in whole or in part (ii) at premium or discount or (iii) in pursuance of an option
The Company confIrms that save and except the following given below company has not issued any debt securities (i) for consideration other than cash whether in whole or in part (ii) at premium or discount or (iii) in pursuance of an option
bull NCD-I at discount
bull NCD-II at discount bull OCD in pursuance of an option
5 Servicing behavior on existing debt securities payment of due interest on due dates on term loans and debt securities
The Company hereby confIrms that
1 it has been servicing all its principal and interest on time and there has been no subsisting delay or default since its incorporation
Ii there is no subsisting default in repayment redemption of any of its borrowings nor has the Company affected any kind of roll over against any of its borrowings in the past
6 That the permissionconsent from the prior creditor for a second or pari passu charge being created in favor of the trustee to the proposed issue has been obtained
The existing mortgage over the Co~mercial Property s~all be ~leared~tT~l the Company and a no dues certifIcate shall be obtamed pnor ~~tMe -~0--o Deemed Date of Allotment Accordingly the Company hereby cott(rms 1
If) J -~ ~ 1( D gt~
Page 33 6 ~
that it does not require any consent permission to create security in relation to the Debentures as stipulated in this Information Memorandum Disclosure Document and the Security Documents
7 Any material eventdevelopment or change at time of issue or subsequent to the issue which may affect the issue or the Investors decision to invest continue to invest in the debt securities
Directors of the Company represent that there have been no material developments at the time of issue or subsequent to the issue which would materially and adversely affect or are likely to affect the business of the Company or the value of its assets or its ability to pay its liabilities
OTHER INFORMATION AND ISSUE PROCEDURE
The Debentures being offered as part of the Issue are subject to the provisions of the Act the Memorandum and Articles of Association of the Issuer the terms of this Information Memorandum Disclosure Document Application Form and other terms and conditions as may be incorporated in the Debenture Trust Deed and other Security Documents
Issue of Debentures in Dematerialised Form The Debentures will be issued in dematerialized form The necessary arrangements are being made with the Depositories for the issue of the Debentures in dematerialised form Investors will have to hold the Debentures in dematerialised form as per the provisions of Depositories Act 1996 The Company shall take necessary steps to credit the Debentures allotted to the depository account of the Investor
Trustee for the Debenture holder(s) The Issuer has appointed ILampFS Trust Company Limited to act as trustee for the Debenture holder(s) The Issuer and the Debenture Trustee intend to enter into the Debenture Trust Deed inter alia specifying the powers authorities and obligations of the Debenture Trustee and the Issuer The Debenture Trustee shall act based on the provisions of the Debenture Trust Deed The Debenture Trustee will at all times protect the interest of the Debenture holder(s) in accordance with the Debenture Trust Deed
Resignation and Removal of Debenture Trustee The Debenture Trustee and the Company declares that they shall not revoke the Trust hereby declared till the Debentures are redeemed in full The Debenture Trustee may at any time without assigning any reason and without being responsible for any loss or costs occasioned thereby resign as the Debenture Trustee provided that they shall continue to act as Debenture Trustee until a successor trustee is appointed by the Company The Debenture Trustee may also be removed by majority Debenture holders without assigning any reason as per Debenture Trust Deed
Sharing of Information The Issuer may with the written consent of the Debenture holder(s) exchange share or part with any financial or other information about the Debenture holder(s) available with the Issuer with its subsidiaries and affiliates and other banks financial institutions credit bureaus agencies statutory bodies as may be required
Debenture holder not a Shareholder Subject to the Debenture Trust Deed the Debenture holder(s) shall not be entitled to any right and privileges of shareholders other than those available
to them under the Act The Debentures shall not confer upon the Debentt5~r)(~IifI~
holders the right to receive notice(s) or to attend and to vote at any ge111- ~~ meeting(s) of the shareholders of the Issuer (5[ )~
r-)e i3 gt ~
Page 35 of 60--gt
Modification of Debentures or Information Memorandum Disclosure Document The Issuer may make modifications in the Information Memorandum Disclosure Document only upon receiving consent from the Debenture Trustee who in turn shall seek approval from majority Debenture holder(s)
Notices Any notice may be served by the Issuer upon the Debenture holders through post email fax or personal delivery addressed to such Debenture holder at his her registered address and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof All notice(s) to be given by the Debenture holder(s) shall be sent by post or email or fax or by hand delivery to the Issuer or to such persons at such address as may be notified by the Issuer from time to time through suitable communication and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof or at the expiry of the 3 rd day from the date such notice is dispatched whichever is earlier All correspondence regarding the Debentures should be marked Private Placement of Debentures
All notices from the Issuer shall be sent to the Debenture Trustee with copies to the Debenture Holders All notices to be sent by the Debenture Trustee to the Issuer andor the Promoters shall first be sent to the Debenture Holders for Debenture Holder Approval in terms of the Debenture Trust Deed The Debenture Trustee shall ensure and procure that any notice received by the Debenture Trustee from the Issuer andor the Promoters is shared by the Debenture Trustee with all the Debenture Holders of the Issuer within a period of 2 (two) Business Days from the date of receipt of such notice and in every event before the Debenture Trustee responds to such notice
Issue Procedure Only Eligible Investors as given hereunder may apply for the Debentures by completing the application form in the prescribed format as attached in Annexure 7 (Application Form) in BLOCK LETTERS in English as per the instructions contained therein The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the Application Form No application can be made for a fraction of a Debenture Application Forms should be duly completed in all respects and applications not completed in the said manner are liable to be rejected
The name of the applicants bank type of account and account number must be duly completed by the applicant This is required for the applicants own safety and these details will be printed on the refund orders and interest redemption payments c~~ F~~~gt
~ll ~~
~( ~ )~~Jy 11 ~
~ ~
Page 36 of60-~-~ ~
The Application Form must be accompanied by either demand draft(s) or cheque(s) drawn or made payable in favour of the Issuer or otherwise as may be set out in the Application Form and crossed Account Payee Only Cheque(s) or demand draft(s) may be drawn on any bank including a coshyoperative bank which is a member or a sub-member of the New Delhi Bankers Clearing House located If permitted the applicant may transfer payments required to be made in relation to any by electronic transfer of fundsRTGS to the bank account of the Issuer as per details mentioned in the Application Form
Application Procedure Eligible Investors will be invited to subscribe by way of the Application Form prescribed in the Information Memorandum Disclosure Document during the period between the Issue opening date and the Issue closing date (both dates inclusive)
Fictitious Application As a matter of abundant caution and although not applicable in the case of debentures attention of applicants is specially drawn to the provisions of sub-section (I) of Section 68A of the Act
Any person who (a) makes ina fictitious name an application to a company for acquiring or subscribing for any shares therein or (b) otherwise induces a company to allot or register any transfer of shares therein to him or any other person in a fictitious name shall be punishable with imprisonment for a term which may extend to five years
Basis ofAllotment The Investors will be required to remit the funds as well as submit the duly completed Application Form along with other necessary documents to Issuer by the Deemed Date of Allotment Deemed Date of Allotment for the Issue is 23-10-2013 by which date Investors would be intimated of allotment
Record Date The date falling seven days prior to the Due Date or if it happens to be a holiday then the immediately succeeding Business Day shall be the Record Date
Eligible Investors Only those Investors who have been addressed through a communication directly are eligible to apply No other Investor can apply All Investors are required to comply with the relevant regulationsguidelines applicable to them for investing in this issue of Debentures
Note Participation by potential Investors in the issue may be subject to statutory andor 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 ~egulatory requirements applicable t them inclu~i~~lctUi~ exchange controls and other requIrements Applicants ought to seek Independent l~~ -~lti and regulatory advice in relation to the laws applicable to them rtf ~t
Page 37 o~-) ~~
Application under Power of Attorney Original power of attorney or the relevant authority together with its certified true copy as the case may be along with the names and specimen signatures of all the authorized signatories and the tax exemption certificate document if any must be lodged at time of submission of the completed Application Form Further modifications additions in the power of attorney or authority should be notified to the Company at its registered office
Procedure for applying for Dematerialised Facility
I The applicant must have at least one beneficiary account with any of the Depository Participants of NSDLCDSL prior to making the application
2 The applicant must necessarily fill in the details (including the beneficiary account number and Depository Participants ID) appearing in the Application Form under the heading Details for Issue of Debentures in ElectronicDematerialised Form
3 Debentures allotted to an applicant will be credited directly to the applicants respective beneficiary account(s) with the Depository Participants
4 For subscribing to the Debentures names in the Application Form should be identical to those appearing in the account 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 in the Depository
5 Non-transferable allotment advicerefund orders will be directly sent to the applicant by the Registrar and Transfer Agent to the Issue
6 If incompleteincorrect details are given under the heading Details for Issue of Debentures in ElectronicDematerialised 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
7 For allotment of Debentures the address nomination details and other details of the applicant as registered with hisher DP shall be used for all correspondence with the applicant The applicant is therefore responsible for the correctness of hisher demographic details given in the Application Form vis-a-vis those with hisher Depository Participant In case the information is incorrect or insufficient the Issuer would not be liable for the losses if any
8 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 t- ~gti)L~-~(i ~page380~ ~
~nmiddotmiddotmiddotmiddot-middotmiddotmiddotmiddot ~lt---plusmn
Documents to be provided by Eligible Investors
Investors need to submit the following documentation as applicable
Memorandum and Articles of Association or other constitutional documents
Resolution power of attorney authorising investment
Specimen signatures of the authorised signatories duly certified by an appropriate authority
bull SEBI registration certificate (if applicable)
Copy ofPAN Card to be submitted
bull Application fonn (including RTGS details)
Mode of Payment All payments must be made through cheque(s)draft(s)transfersRTGS as set out in the Application Form
Depository Arrangements The Company has appointed Skyline Financial Services Private Limited as the Registrar and Transfer Agent for the present Issue and the Company shall make necessary depository arrangements with CDSL and NSDL for issue and holding of Debentures in dematerialised form
List of Beneficiaries The Issuer shall request the Depositories to provide a list of beneficiaries as at the end of the relevant Record Date This shall be the list which will be used for payments of interest or repayment of redemption monies or any other amounts payable on the Debentures as the case may be
Effect of Holidays Should any of the dates defined above or elsewhere in this Information Memorandum Disclosure Document (except the Deemed Date of Allotment) fallon a day other than a Business Day the immediately succeeding Business Day shall be considered as the effective date(s) In case Record Date book closure date falls on a day other than a Business Day the Business Day the succeeding day shall be the record date book closure date
Tax Deduction at Source Tax as applicable under the Income Tax Act 1961 or any other statutory modification or re-enactment thereof will be deducted at source on the interest payable on the Debentures Tax exemption certificatedocumentform under section 193 of the Income Tax Act 1961 if any must be lodged at th~ Registered Office of th~ Issuer at least fiftee~~~middot(iJ2~~ (15) days before the relevant mterest payment becommg due (~ 1
i t IJ W7i$0 ~---Page 39 of 6O____~ti-----
Letters of Allotment The Issuer shall issue a Letter of Allotment to each Debenture holder on the Deemed Date of Allotment The Debentures will be subsequently credited in dematerialised form within 2 (two) Business Days from the Deemed Date of Allotment
Deemed Date of Allotment All the benefits under the Debentures will accrue to the Debenture holders from the date of receipt of the application monies The actual allotment may take place on a date other than the Deemed Date of Allotment
Refunds For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within seven days from the Deemed Date of Allotment of the Debentures 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
Joint Holders Where two or more persons are holders of any Debenture(s) they shall deem to hold the same as joint tenants with benefits of survivorship
Mode of Transfer Debentures shall be transferred subject to and in accordance with the rules procedure as prescribed by the NSDL CDSL Depository participant of the transferor transferee and any other applicable laws and the rules notified in respect thereof 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 Transferor shall give delivery instructions containing details of the transferees DP account in his depository participant
Succession In the event of demise of Debenture holder the Company will recognize the executor or administrator of the deceased Debenture holder or the holder of succession certificate or other legal representative as having title to the Debentures The Company shall not be bound to recognize such executor administrator or holder of the succession certificate or other legal representatives as having title to the Debentures unless such executor or administrator obtains probate or letter of administration or such holder is the holder of succession certificate or other legal representation as the case may be from a competent Court in India having jurisdiction over the matter The Company may in their absolute discretion where it thinks fit dispense with production of probate or letter of administration or succession ~--~gt
l
certificate or other legal representation in order to recognize such holder ~1 ~)t)
Page 40 of6~ Vv pound ~o-middot~-
bull ~f V
being entitled to the Debentures standing in the name of deceased Debenture holder on production of sufficient documentary proof or indemnity
Nomination In the event of however a deceased Debenture holder(s) having nominated any person entitled to be registered as the Debenture holder in the event of his death such nominee shall be registered as the Debenture holder in place of the deceased Debenture holder
Page 41 of 60 shy
OTHER REGULATORY AND STATUTORY DISCLOSURES
Stock Exchange Disclaimer Clause It is to be distinctly understood that filing of this Information Memorandum Disclosure Document with the Stock Exchange should not is any way be deemed or construed that the same has been cleared or approved by the Stock exchange The Stock Exchange does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue has been made or for the correctness of the statements made or opinions expressed in this Information MemorandumDisclosure Document
Listing Disclaimer The Debentures are proposed to be listed on the Wholesale Debt Market segment of the BSE The Company shall comply with the requirements of the listing agreement to the extent applicable to it on a continuous basis and shall complete all formalities relating to listing of the Debentures
Companys Disclaimer Clause The Company certifies that the disclosures made in this Information MemorandumDisclosure Document are generally adequate and III
conformity with SEBI Regulations Further the Company accepts no responsibility for statements made otherwise than in the Information MemorandumDisclosure Document or Security Documents or any other material issued by or at the instance of the Company and anyone placing reliance on any source of information other than this Information Memorandum Disclosure Document and the Security Documents would be doing at their own risk and the Company will not be liable for such reliance
Issue of Debentures in Dematerialised Form The Debentures will be issued only in dematerialized form The Issuer has made arrangements with the Depositories for the issue of the Debentures in dematerialized form Investors will have to hold the Debentures in dematerialized form as per the provisions of Depositories Act 1996
Consents ILampFS Trust Company Limited has given its written consent for its appointment as debenture trustee to the Issue under Regulations 4(4) of the SEBI Regulations and inclusion of its name in the form and context in which it appears in this Information Memorandum Disclosure Document __
4ti)~ ~ A )ro)
C
Page 42 of60
ANNEXURE 1 SUMMARY TERM SHEET
--------------------------------------------------------------------------- shyIssuer Orris Infrastructure Private Limited
Instrument Secured Cumulative Redeemable Non-Convertible Debentures
Total number of 200 NCDs Face Value ~ 10000000- (Rupees One Crore only) per Debenture
Issue Size ~ 2000000000- (Rupees Two Hundred Crores only)
Issue Price At its face value ie ~ 10000000- (Rupees One Crore only) per Debenture
Mode of Private Placement Placement Object of the The proceeds from the issue shall be utilized for the general Issue corporate purposes of the Company
Form of listed Dematerialised issuance Deemed Date of 23-10-2013 or any other date as decided by the Issuer Allotment
Tenor 48 (forty eight) months from the Deemed Date of Allotment
Redemption After expiry of the Moratorium Period the Issuer shall redeem the Debentures in equal monthly installments over a period of 33 (thirty three) months on each Due Date subject to premature redemption as permitted under the Debenture Trust Deed
Moratorium Period of 15 (Fifteen) months from the Deemed Date of Allotment Period Interest Rate Interest will be payable at the interest rate of 20 (Twenty percent)
per annum payable monthly on the Outstanding Amounts as per the Payment Schedule (refer Annexure 2 to this Information Memorandum Disclosure Document)
The first installment for interest payment shall also include an additional amount equivalent to 125 (one point two five percent) of the issue size (excluding any applicable taxes) to the Debenture holders in proportion to the Debentures held by them
Market Lot One (1) Debenture
Minimum Application
Early Repayment
Escrow Mechanism
------shy
Subject to the conditions specified in the Debenture Trust Deed (Premature Redemption) the Issuer shall have a onetime option to prematurely redeem in a single tranche and not exceeding 25 (twenty five) of the outstanding Debenture Principal Amount at any time after expiry of the 24 (twenty four) months from the Deemed Date of Allotment till the expiry of 30 (Thirty) months of the Deemed Date of Allotment (Premature Redemption Period) The Premature Redemption shall be exercised in a single tranche and shall be subject to fulfillment of each of the following conditions that the Company prematurely redeems Debentures equivalent to an amount in the multiples of ~ 50000000- (Rupees Five Crores Only) with the minimum amount being ~ 150000000- (Rupees Fifteen Crores Only) for redemption in excess of the amounts permitted for Premature Redemption as specified above the Issuer shall pay a premature redemption premium of 2 (two percent) on the amount being redeemed and paid by the Issuer plus applicable service tax or other statutory levy if any subject to deduction of income tax at the rate prescribed under the Income Tax Act 1961 (Premature Redemption Premium) subject to the Escrow Mechanism below the Issuer shall have the option to prematurely redeem the Debentures after the expiry of the Premature Redemption Period without paying any Premature Redemption Premium provided such amounts are in accordance with sub-clause (a) above and any redemption of Debentures by the Issuer in accordance with this Deed shall be proportionate redemption of all the Debentures together through reduction in face value of each Debenture Further the redemption of the Debentures may be carried out in accordance with the Escrow Mechanism mentioned below
All receivables from the Project will be deposited by the Company in an Escrow Account All monies deposited in the Escrow Account shall be utilized in following order Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal with respect to the Debentures Only upon satisfaction of the requirement of (1) and (2) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account towards withdrawal of upto ~ 900000000 (Rupees Ninety Crores only) by the Company After withdrawal of ~ 900000000 (Rupees Ninety Crores only) by the Company
Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal witl]_x~secttyct to
-_8f~~the Debentures (f~X-~~~
~ ) Page 44 amp1 ~____~i
--------------------------------------- -- -------------
Debt Service Reserve Account (DSRA)
Put Option
Issue open on
Issue closed on
Basis for Interest calculation
Listing
Depository
Credit Rating
Security
Only upon satisfaction of the requirement of (a) and (b) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account 60 (Sixty percent) of any further monies in the Escrow Account shall be used to accelerate the redemption of the Debentures and the remaining 40 shall be withdrawn by the Company
Shall mean an amount being not less than ~ 60000000 (Rupees Six Crores only) to be maintained by the Company in the Escrow Account at all times
In the event of a default as defined iIi the Debenture Trust Deed the Debenture Trustee (on instructions from the Debenture holders) can exercise a put option on the Promoters to buy back the entire outstanding Debentures
04-10-2013 or any other date as decided by the Issuer
23-10-2013 or any other date as decided by the Issuer
Interest payable on the Debentures shall accrue on a day to day basis and shall be computed on the basis of 365 (Three Hundred Sixty Five) days divided equally for each of the twelve calendar months
At the WDM segment of the BSE
NSDL and CDSL
ICRA B+ by ICRA Limited
The Debentures together with any interest accrued thereon and outstanding amounts Debenture Trustees remuneration and all costs charges expenses and all other monies due in respect of the Debentures shall be secured by
First and exclusive charge on all Project Receivables through the Deed of Hypothecation together with the Escrow Agreement and such charge will be superior to any other claims on the Project Receivables First and exclusive charge on all amounts lying to the credit of the Escrow Account under the Deed of Hypothecation First and exclusive charge by way of equitable mortgage on the Commercial Property (Mortgaged Property) through execution of a registered Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property in favour of the Debenture Trustee together with a declaration cum undertaking from CDPL declaring the creation of mortgage by deposit of titly-~Si~6d~~ the
I-SI ~~
Page 4~60
----------------------------------------------------------------------------------Commercial Property in terms of the memorandum of entry Equitable mortgage and exclusive charge over FSI equivalent to 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of the Commercial Project together with all the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
Exclusive charge over all the rights title interest benefits claims demands of any nature whatsoever of the Company under andor in respect of the CDPL Collaboration Agreements for development and construction of the Commercial Colony and the entire FSI in the Commercial Project along with proportionate undivided interest in the underlying land and without limitation the following the right to compel performance thereunder and to substitute or be substituted for the Company thereunder and to substitute and be substituted thereunder for the Company thereunder and to commence and conduct either in the name of the Company or in its own name or otherwise any proceedings against any person in respect of any breach of the CDPL Collaboration Agreements and all claims of the Company including in any proceedings against all or any such persons to any amounts owing to or received by the Company thereunder and the rights and benefits of all Approvals to the extent capable of assignment together with the right to further assign any of the CDPL Collaboration Agreements and such Approvals to any Person Pledge of shares representing the entire issued and paid up share capital of CDPL under the Deed of Pledge Personal Guarantee of Sh Vijay Gupta Sh Amit Gupta and Smt Kusum Gupta and Cheques
Security Creation The Security shall be created in the favour of the Debenture Trustee on or before the Deemed Date of Allotment
Representation The representations and warranties of the Company will be set out and Warranties in the Debenture Trust Deed
Event ofDefault All events of default as set out in the Debenture Trust Deed
Upon occurrence of such event of default Debenture Trustee shall (on instruction from the Debenture holders) issue a written notice of default to the Company and grant to the Company a cure period in accordance with the terms of Security Documents
The consequences of an event of default shall be governed_lgtY the provisions in the Security Documents and shall inclu9~~ayfu~i1t of
default interest and enforcement of the Security in the manner specified In the Security Documents including appointment of nominee director(s)
Default Interest An additional interest of 4 pa (four percent per annum) over and Rate above the Interest Rate (as defined hereinafter) (viz the default
interest rate shall be 24 (twenty four percent) payable in relation to the Debentures and the Outstanding Amounts payable In accordance with Security Documents
Registrar and Skyline Financial Services Private Limited Transfer Agent
Compliance All provisions clauses regulations specified by GOISEBIRoCBSE with respect to issue and listing of Redeemable and Secured Non-Convertible Debentures shall be complied with by the Company
Assignment Each Investor may transfer or dispose a part or the whole of its Transferability Debentures without the Companys consent
Governing Law The governing law will be the laws of India and the parties submit to and Jurisdiction the exclusive jurisdiction of the courts in Delhi
~-~---~-~
u c tL ~If) -~~-J bull (
Page 47 of60
ANNEXURE 2 PAYMENT SCHEDULE
Due date
Month 0
Last Day ofMonth 1
Last Day ofMonth 2
Last Day ofMonth 3
Last Day ofMonth 4
Last Day ofMonth 5
Last Day ofMonth 6
Last Day of Month 7
Last Day ofMonth 8
Last Day of Month 9
Last Day of Month 10
Last Day of Month 11
Last Day of Month 12
Last Day of Month 13
Last Day of Month 14
Last Day ofMonth 15
Last Day of Month 16
Last Day of Month 17
Last Day of Month 18
Last Day ofMonth 19
Last Day ofMonth 20
Last Day of Month 21
Last Day of Month 22
Last Day ofMonth 23
Last Day of Month 24
Last Day ofMonth 25
Last Day of Month 26
Last Day ofMonth 27
Outstandino D b t b
e en nre1 su )scrIptlOn amount
I dat mont I en
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
1939393939
1878787879
1818181818
1757575758
1696969697
1636363636
1575757576
1515151515
1454545455
1393939394
1333333333
1272727273
I nterest
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
32323232
31313131
30303030
29292929
28282828
27272727
26262626
25252525
24242424
23232323
22222222
Debenture Payment to I t D b tSll )SCrIP Ion e en nre
t H Idamoun 0 ers
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
60606061 93939394
60606061 92929293
60606061 91919192
60606061 90909091
60606061 89898990
60606061 88888889
60606061 87878788
60606061 86868687
60606061 85858586
60606061 84848485
60606061 83838384
60606061 8~~3 j()gt t~( S( )Page48~60
-
Due date su
Last Day of Month 28
Last Day of Month 29
Last Day of Month 30
Last Day of Month 31
Last Day ofMonth 32
Last Day of Month 33
Last Day of Month 34
Last Day of Month 35
Last Day of Month 36
Last Day of Month 37
Last Day of Month 38
Last Day of Month 39
Last Day of Month 40
Last Day of Month 41
Last Day of Month 42
Last Day of Month 43
Last Day of Month 44
Last Day ofMonth 45
Last Day of Month 46
Last Day of Month 47
Last Day of Tenor
Outstandino D b t b
b ~ t~n ure t SCrIp Ion amoun
t th da mon en
1212121212
1151515152
1090909091
1030303030
969696970
909090909
848484848
787878788
727272727
666666667
606060606
545454545
484848485
424242424
363636364
303030303
242424242
181818182
121212121
60606061
Debentme Payment to Interest subscription
t amoun Debenture
H ld0 ers
21212121 60606061 81818182
20202020 60606061 80808081
19191919 60606061 79797980
18181818 60606061 78787879
17171717 60606061 77777778
16161616 60606061 76767677
15151515 60606061 75757576
14141414 60606061 74747475
13131313 60606061 73737374
12121212 60606061 72727273
11111111 60606061 71717172
10101010 60606061 70707071
9090909 60606061 69696970
8080808 60606061 68686869
7070707 60606061 67676768
6060606 60606061 66666667
5050505 60606061 65656566
4040404 60606061 64646465
3030303 60606061 63636364
2020202 60606061 62626263
1010101 60606061 61616162
The interest payment on the first Due Date shall vary depending on the date onwh~h the
application monies for Debentures arc received til 1~~1
1bull kAij~ lt laquo~~gt ~
-
--
Page 49 of60
ANNEXURE 3
UNDERTAKING BY THE COMPANY
The Company undertakes that bull In the event the Debentures are issued in physical form the Company
shall use a common form of transfer
bull It will provide on a half yearly basis a compliance certificate duly certified by the Debenture Trustee to the Debenture holders in respect of compliance with the terms and conditions of Issue as contained in this Information Memorandum Disclosure Document and
bull Every credit rating obtained shall be periodically reviewed by the Credit Rating Agency and any revision in the rating shall be promptly disclosed by the Company to the Stock Exchange Any change in rating shall be promptly disseminated to Debenture holders and prospective Investors in such manner as the BSE may determine from time to time All information and reports on the Debentures including compliance reports filed by the Company and the Debenture Trustee shall be disseminated to the Debenture holders and the general public by placing them on the website of the Company and shall through the Debenture Trust Deed request the Debenture Trustee to place the same on its website
bull The above Information Memorandum Disclosure Document IS
compliant with all disclosures required to be made for listing of senior non-convertible debentures on a private placement basis on a recognized stock exchange as specified in Schedule I under Regulation 21 of the Securities and Exchange Board of India (Issuing and Listing of Debt Securities) Regulations 2008
laquo~~(~I0~~ For o~InCr ~cture Private Limited
~~WIVijay~
(Chairman)
Page 50 of60
ANNEXURE 4
CREDIT RATING LETTER FROM ICRA LIMITED
Ie R A Limited
Ref DRAT2013-140-362
Mr Sanjay Aggarwal VP - Accounts amp raxation Orris Infrastructure Private Limited J-105 DLF Phase -II MG Road Gurgaon - 122002 Haryana
May 21 2013
Dear Sir
Rc ICRA-assigned Credit Rating for Rs 200 crore NCD Programmc of Orris Infrastructurc l)rivate Limited (instrument details in Annexure)
Please refer to your Rating Requisition dated May 112013 and the subsequent Rating Agreement of May 162013 for carrying out the rating of the aforesaid Bond Programme The Rating Committee
of ICRA after due consideration has assigned a [ICRAIB+ (pronounced as ICM B plus) rating
to the captioned Bond Programme
We would appreciate if you can sign on the duplicate copy of this letter and send it to us within 7
days from the date of this letter as confirmation about the use of the assigned rating The rationale
for assigning the above rating will be sent to you on receipt of your confirmation about the use of our rating as above Any intimation by you about the above rating to any BankerLending
AgencyGovernment AuthoritiesStock Exchange would constitute use of this rating by you
This rating is specific to the terms and conditions of the proposed issue as was indicated to us by you
and any change In the tenns or size of the issue would require the rating to be reviewed by us If
there is any change in the terms and conditions or size of the instrument rated as above the same must be brought to our notice before the issue of the instrument If there is nny such change after the
rating is assigned by us and confirmed to use by you it would be subject to our review and may result in change in the rating assigned
ICRA reserves the right to suspend withdraw or revise the above at any (ime on the basis of new information 01 unav~ilability of information or such other circumstances which ICRA believes may
have an impact on the rating assigned to you
The rating as aforesaid howeVer should not be treated as a recommendation to buy sell or hold the
bonds to be issued by you If the instrument rated as above is not issued by you within a period of 3
BuUding No 5 2 Floor TeL + 91 - 124 - 4545300 wOiosite wwwicraJn Tower A DLF cyber City Fax + 91 - 124 - 4050424 email infoicralndiacom Phase ll Gurgaon 122002
Regd Office 1105 Kailash Building 11 Floor 26 Kastuma Gandhi Marg NeW Delhi - 110001
RATING RES EAR eli INFORMATION
months from the date of this letter communicating the rating the same would stand withdrawn unless
revalidated before the expiry of 3 months
You arc required to forthwith inform us about any default or delay in repayment of intcrest or
principal amount of the instrument mtcd as above or any other debt instruments borrowing Y nu are also required to keep llS forthwith informed of any other devclopments which may have a direct
or indirect impact on the debt servicing capability of the company including any proposal for reshy
schedulement or postponement of the repayment programmes oCthe dues debts of the company with
any lendcr(s) investor(s)
You are required to inform us immediately as and when the borrowing limit for the instrument rated
as above or as prescribed by the regulatory authority (ies) is exceeded
We thank you for your kind cooperation extended during the course of the rating exercise Should
you require any clarification please do not hesitate to get in touch with us
With kind regards
Yours sincerely
for IeRA Limited
-- Iobit Inamdar S (Senior Vice President) (Analyst)
Page 52 of60
Annexure
Details of the bank limits rated by leRA (Rated on long term seale)
Page 53 of60
I eRA limited AIIA~fIiI ofMoltldyIInvllllttmI ~
Ref DRATfl013middot140middot3611
Date August 222013
MI Sanjay AggarwaJ VP - Accounts amp Taxation Orris Infrastructure Private Limited JmiddotIO5 DLF Phasemiddotll MG Road Gurgaonmiddot J22002 Haryana
Dear Sir
Re leRA ruting for Rs 2000 crote NCD Progrumme of Orris Infrastructure Private Umlted
This is with reference to your letter dated August 9 2013 for re-validating your rating for the Rs 200 erore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Boods programme ofyour company and last communicated to you vide QuI letter dated May 212013 stands The other terms and conditions for the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DlRAT12013middot 1410-362 dated May 2013 stands
With kind regards For lCRA Limited
(Senior Vice President)
T~middot + 91middot 124 bull ~ website VWW bulliCfSio fw + 91 124 -~ email info~middoticralndiagtcom
Page 54 of60
Ie R A Lim
Ref DfRAT2013-14O-364
Date October 03 2013
Mr Sanjay Aggarwal VP - Accounts amp Taxation Orris Infrastructure Private Limited J-105 DLF Phasemiddotmiddotll MG Road Gurgaon - 122002 Haryana
Dear Sir
Re ICRA rating for Rs 2000 crOTe NCD Programme of Orris Infrastructure Private Limited
This is with reference to your letter dated September 03 2013 for re-validating your rating for the Rs 200 crore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Bonds programrne of your company and last conununicated to you vide our letter dated August 22 2013 stands The other terrns and conditions fur the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DRATI2QI3middot 14()362 dated May WI3 stands
With kind regards For [eRA Limited
Vi (Senior Vice President)
Buildlng No 2 Iloot Tel + 81 124 - 4545300 websf1e WWWJCf8D
Tower A Cyber Oily Fax + 91 124 bull 4000424 ilImaH lnfoicralfldliLcof1
Phase II Gurgaonmiddot 1~
Regd Offictl noo iltailash Building i 1 Floor 26 KDtwoo Qandhi Marg New Delhi bull 110001
RATING RES EAR C H INfORMATION
Page 55 of60
ANNEXURE 5
CONSENT LETTER FROM DEBENTURE TRUSTEE
Ref No 1750 ITCL JUtmiddots I ru~1 Company Limilt~d
September 30 2013
Orris Infrastructure Private limited (Company) Jmiddot105 OLF PhaSe - 11 MG Road Gurgaon 122002
Kind Attention Mr Vljay Gupta Director
Sub listed Secured Redeemable Non Convertible Debentures (NCDs) aggregating to Rs 200 crs proposed to be issued by the Company on private placement basis
Dear Sirs
This is with reference to our discussion regarding appointment of ILampFS Trust Company limited (ITCL) as Debenture Trustee for the proposedlssue of listed Secured Redeemable NCDsof Rs 1 crore each aggregating to Rs 200 crs to ~ issued by the Company on private placement basis In this regard VIle do hereby give out consent to act as the Debenture Trustee subject to the Company agreeing to the following conditions
1 The Company agrees and undertakes to create the securities over such terms and conditions as detai~d in the signed Information Memorandum as submitted to us and execute the Debenture Trust Deed and other necessary security documents as required
2 The Company agrees amp undertakes to pay Debenture Trustees so long as they hold the office of the De~nture Trustee remuneration as stated in appointment letter dated July 30 2013 for the services as Debenture Trustee in addition to all legal travelling and other costS charges and expenses which the Debenture Trustee or their officers employees or agents rnayiocur in relation to execution of the Debenture Trust Deed and all other documents affecting the Security till the monies in respect of the Debentures have been fully paid-off and the requisite formalities for satisfaction of charge in aU respects have been complied with
3 The Company agrees ft undertakes to comply with the provisions of SEal (Debenture Trustees) Reguliltions 1993 SE61 (Issue and Listing of Debt Securitles) Regulations 2008 SEBICircutar No$EaIIlMOOfgtl1Sondl2oo911 105 dated 11052009 on Simplified Listing Agreement for Debt Securities read with the SEBl Circular No SEBIIIMDDOF-1 tBONDlClr-5120o9 dated the 16th November 2009 the Companies Act 19l)6 ilnd other applicable proviSions I circulars guidelines etc as applicable and amended from time to time and agrees to furnish to Trustees such information in terms of the same on regular basis
Sincerely For ILftFS Trust Company lilDi~d
lL__~~ ~ ~ ~~~ --- ~
Authorized Signatory
lUfFS Finru1 Centre PloINo C 22 G Block 5th Floor Bjr Kurio Complex Bandra (Eastl Mumbamiddotmiddot 40(K)SI INDIA
Bangalor( Office ILEtFSTru1 (ompally Ltdbull ALmiddotLalheef 151 Floor No 2Unioll Slreet Offlnanlry Raad Banglore 5hlX)OI INDIA
New Delhi Offire ILftFSTrusl (ompY tId Amiddot26a lsI Ploor Bhishm Pithamah Marg DefencfCoony New Delhi - 110024 INDIA
Kolkala Offilaquo ILftfSTrusl Company Ltd ILIIFS Constantia lnlflPor n Dr11 lIt Bramachari Street Kolkata bull 700017 INDIA
Page 56 of60
ANNEXURE 6
CONSENT LETTER FROM REGISTRAR AND TRANSFER AGENT i
Skyline Financial Serrr)ices Pvt Ltd SEBI REGISTERED CATEGORY1 REGk)IRARS ampSHARE TRANSfRAtgtENT D153A Ht Floor () nol Area Ph bullbullbullI New Dolhmiddot llO 020 1 9 middot1126812682 2S612~83 EmiddotmaI nOlltyhOaccrn tte-oSi$ wwwSiltyllnfHla_all1
August 29 2013
MrVlneel Kumar Gupta
Sr Manaler Secretarial
Orris InfraSlrucllJre Private Limited
Orris la M G Road
Gurgaoo - 1iG 002 (Hr)
Sub Consent to aet as Registrar to Issue and TfBllSfer Agent
DearSJr
Thls1s in reference 10 YOllr email datild AugJS1 29 2013 We hereby give our consent to act as 21
Registrar to IsSue and Transfer Agent for your propOSed issue of 1O - conveo1ibledebentures Of Rs
20000 Crore (jl1d our name IS Registrar to i$sueandShare Transfer agent may please be included in
Thanking you Y()ursfailhfufy
Vice- President
Page 57 0[60
--
-------
ANNEXURE 7
APPLICA TION FORM
ORRIS INFRASTRUCTURE PRIVATE LIMITED Registered Office RZ-D-5 Mahavir Enclave New Delhi 110045
Corporate Office 1-105 DLF Phase II Mehrauli Gurgaon Gurgaon -122002
Application No ___ Date
Dear Sirs
VWe have read and understood the terms and conditions of issue by Orris Infrastructure Private Limited of senior secured cumulative redeemable Non-Convertible Debentures of face value ~ 10000000 (Rupees One Crores only) having a coupon rate of 20 pa on a private placement basis on the face value aggregating to ~ 2000000000- (Rupees Two Hundred Crores only) (Debenture) contained in the Information Memorandum Disclosure Document dated __2013 VWe bind ourselves to the terms and conditions as contained in the Information Memorandum Disclosure Document and wish to apply for allotment of these Debentures The amount payable on application as shown below is remitted herewith On allotment please place myour name(s) on the Register of Debenture holder(s)
(Please read carefully the instructions on the next page before filling this form)
No of Debentures applied No in figures No in words for
Amount (~)
Detal s I 0 f payment ChequesDemand Date Drawn on Bank DraftlRTGS Details
Applicants Name amp Address in full (please use capital letters)
Pin Code Telephone I Fax Email
I Status Bankin~ Company ( ) Insurance Company ( ) Other ( ) (specify in case of others) Name of Authorized Signatory Designation Signatures Signatoty
Details of Bank Account Bank Name amp Branch Nature ofAccount Account No IFSCINEFT Code middot)---~1
-- --
Depository Details
I1We the undersigned want to hold the Debentures of the Company in the dematerialised fonn Details of myour Beneficiary Account are given below
Depository Participant Name - shy
DPID
Beneficiary Account Number shy
Name of the Applicant
() II We understand that in case of allotment of Debentures to my lour Beneficiary Account as mentioned above would be credited to the extent of Debentures allotted
Taxpayers PAN I GIR No IT CircleIW ardlDistrict ( ) Not Allotted
Tax Deduction Status () Fully ( ) Tax to be ()Yes ONo Exempt deducted at
Source
I1We hereby understand that the Company has not provided and will not provide any material or other infonnation regarding the Debentures except as included in the Infonnation Memorandum Disclosure Document
Signature of the Applicant _________________(Tear here)__________
ACKNOWLEDGEMENT SLIP
Application No Date -- shyReceived From
1shy----------------------~
By ChequelDemand DraftlRTGS No
drawn on towards application for ______ Debentures (Chequesl Demand Drafts are subject to realisation)
For Orris Infrastructure Pvt Ltd
For all further correspondence please contact INFRASTRUCTURE PRIVATE LIMITED Tel +91 124-4979200
Page 59 of60
10
INSTRUCTIONS
You must complete application in full in BLOCK LETTERS IN ENGLISH
2 Your Signatures should be made in English or in any of the Indian languages
3 Application forms duly completed in all respects together with high value Cheques Pay Order Demand Drafts must be lodged at the Orris Infrastructure Private Limited Corporate Office (as provided above)
4 Payments through RTGS shall be made as follows
Beneficiary Account name Orris Infrastructure Private Limited IFSC Code UTIB0000056 Bank Account No 056010200015303 Bank Axis Bank Ltd Branch Sec-14 Gurgaon
5 The Cheque(s)Demand Draft(s) of high value clearing zone should be drawn in favour of ORRIS INFRASTRUCTURE PVT LIMITED and crossed Ale payee only Cheque(s)Demand draft(s) may be drawn on any scheduled bank and payable at Delhi
6 Mr Vineet Gupta as authorised representative of the Company will issue the Acknowledgement Slip (appearing below the Application Form) as acknowledgement of receipt of applications No separate receipt will be issued
7 You should mention your Permanent Account Number or the GIR number allotted under Income- Tax Act 1961 and the Income-Tax CirclelWardlDistrict In case where neither the PAN nor GIR number has been allotted the fact of non-allotment should be mentioned in the application form in the space provided
8 The application would be accepted as per the terms of the issue outlined in the Information Memorandum Disclosure DOC~fii
r1- -~0 gt tl~~ ~gt
j )j~ (~~ ~O
~ shy
Page 60 of60
----- shy
(Rupees whatsoever of the Company in Seventeen to under andor in respect of Thousand the collaboration agreements Five dated 27102007 and Hundred 01072010 executed with CDPL and Thirteen for development and only) on the construction of the Commercial face value Complex and sale of FSI to the (being ~ extent of 625000 Sq Ft along 10000001- with proportionate interest in (Rupees Ten the underlying land inl of the Lakhs only)) Commercial Complex of each debenture 3 Out of the total sanctioned FSI
of 702871 Sq Ft of Commercial Complex mortgage and charge over FSI equivalent to 625000 Sq Ft including prorata share over all that piece and parcel of free hold land admeasuring 95 acres (approx located at Sector 82A Gurgaon Haryana India over which the Commercial Complex is proposed to constructedI developed together with proportionate buildings and structures thereon AND the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
4 Pledge of entire issued equity share capital of CDPL
5 Post-dated cheques
6 Personal Guarantee of the Promoter viz Mr Vijay Gupta
ILampFS Secured 17 Monthly 1 114th part of the first floor Trust Redeemable installment (without Roof Right) being 45 Company Non- pa s Start sq yards out of 180 sq yards 0 f Ltd Convertible date- the first floor constructed on
Debentures 1506201 free-hold land bearing plot No Series - II of 1 RZ-D-5 First Floo~ M~ct[~ aggregate Closure Enclave New DelhI -11
-_ ()-4~-----
ltshy -
---- ----- ---------------shyface value of date- admeasuring 180 sq yards out ~ 1505201 of khasra number 83 14 42500000 4 situated in the area of village 0- (Rupees Palam now known as Mahavir Forty Two Enclave Block -D New Delhi-Crares) Fifty 110045 Lakhs
2 Mortgage assignment of all theissued at a rights title and interestdiscount of ~ whatsoever of the Company in58065shyto under andor in respect of(Rupees Fifty the collaboration agreementsEight dated 27102007 andThousand 01072010 executed with CDPLSixty Five for development andOnly) on the construction of the Commercialface value Complex and sale of FSI to the(being ~ extent of 625000 Sq Ft along1000000 shywith proportionate interest in(Rupees Ten the underlying land in of theLakhs only)) Commercial Complexof each
debenture 3 Out of the total sanctioned FSI of702871 Sq Ft of Commercial Complex mortgage and charge over FSI equivalent to 625000 Sq Ft including prorata share over all that piece and parcel of free hold land admeasuring 95 acres (approx) located at Sector 82A Gurgaon Haryana India over which the Commercial Complex is proposed to constructed developed together with proportionate buildings and structures thereon AND the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
4 Pledge of entire issued equity share capital of CDPL
5 Post-dated cheques
---6 Personal Guarantee of the Promoter viz Mr Vijay(qtipta
1
IDEI Trusteeshi p services Limited
Secured Redeemable Optional Convertible Debentures of aggregate face value of
80000000 0- (Rupees Eighty Crore Only) on the face value (being 5000000shy(Rupees Fifty Lakhs only)) of each debenture
Qu art erly Co u po n Rat e of 55
The company shall be obliged to redeem the OCDs in four equal installment s starting from march 31 2014 over a period of 6 (six) financial quarters (the first such financial quarter ending on March 31 2014) such that the OCDs are completely redeemed on June 302015
(i) First sole amp exclusive charge by way of(a) equitable mortgage on the Mortgaged Security Property I and (b) equitable mortgage on the Mortgaged Security Property II
Mortgaged Security Property-I shall mean 23268 acres out of the larger property being the aggregate of 19218 acres (forming part of 25018 acres of land for which License is in place) and the 405 acres for which letter of intent is in place along with the proportionate floor space index and all present and future buildings and structures constructed thereon and all the rights title and interest of the Company and the concerned group housing project landowners over such property excluding 404 (four hundred and four) number of units constructedto be constructed over the aforesaid 19218 acres as more particularly detailed III the transaction documents
Mortgaged Security Property-II shall mean 696 acres out of the security property-II 1004 acres of acquired land in Sector 85 Gurgaon Haryana along with the proportionate floor space index and all present and future buildings and structures constructed thereon and all the rights title and interest of the Company and the concerned group housing project landowners over such property
(ii) first sole and exclusive charge on present and future basis by way of hypothecation on the relevant group housing _poject
-------------------------~----------~-----------------------------receivables from time to time and monies lying and credited into the escrow accounts at any point in time including any fIxed deposits created in accordance with the escrow account agreement out of such monies from time to time together with all and any interest accruing in respect thereof and
(iii) The issuance of personal guarantees by the Promoters in favour of IDBI guaranteeing the fulfIllment of the secured obligations
The NCD Series - I were fully redeemed on July 272013
2 Details of Unsecured Borrowings5
The unsecured loans of the Company outstanding as on March 31 2013 follows
(in ~)
Loan from Body Corporate Flair Exports Pvt Ltd Seh Realtors Pvt Ltd Citland Commercial and Credits Ltd Delhi Brass and Metal Works Pvt Ltd Span India Pvt Ltd Loan Directors Shareholders and their Relatives Amit Gupta-Loan Taken Vijay Gupta (Loan Taken) Amit Gupta (HUF) Green Bay Infrastructure Pvt Ltd Kusum Gupta Mamta Gupta Pooja Gupta Vijay Gupta(HUF)
5000000000 10000000000 16670000000 6670000000
11670000000
2850848000 7929999985
20000000 32146887100
2466000000 5625400000 3250000000
92100000
5 The figures are as per audited financial for the financial year ending March 31 2013
Page 300[60
3 Details of Bank Guarantee6
Bank Guarantee by the Company in respect of Orris Business Square - 95 Acres
ICICI Bank 1 Limited June 182010
Issued by ICICI Bank June 182010 and Valid till October 28 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 2 Bank Ltd Jan 03 2013
ICICI Bank 3 Limited February 232011
Director Town and Country Planning Chandigarh
Director Town and Country Planning Chandigarh Haryana State Pollution Control Board
62946450 October 282012
5938000 October 272014
3750000 February 222016
Bank Guarantee by the Company in respect of Carnation Residency Aster Court Aster Court premier amp Villas 33 -25018 Acres
Issued by ICICI Bank on September 232008 amendment dated September 102010 and valid till September 22 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 4 Bank Ltd September 222012
Issued by ICICI Bank on September 23 2008 amendment dated September 102010 and valid till September 22 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 5 Bank Ltd September 222012
Director Town and Country Planing Chandigarh 111524000
September 222014
Director Town and Country Planing Chandigarh
6 The figures are as per audited accounts for the financial year ending March 31 2013
Page 31 0[60
--
----- --- - shyIssued by ICICI Bank on December 16 2010 and expiry date is Dec 15 2015 but we close it Haryana with ICICI Bank and a State fresh guarantee was Pollution
ING Vysya issued by ING Vysya Control January 6 Bank Ltd bank on 23012013 Board 5000000 142016 Bank Guarantee by the Company in respect of Spring Homes middot10043 Acres
Director Town and Country
ING Vysya Planing September 7 Bank Ltd September 32012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 8 Bank Ltd September 3 2012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 9 Bank Ltd September 32012 Chandigarh 13112500 22016
Director Town and Country
ING Vysya Planing September 10 Bank Ltd September 32012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 11 Bank Ltd September 3 2012 Chandigarh 14752500 22016 Bank Guarantee by the Company in respect of Carnation Residency Aster Court Aster Court premier amp Villas 33 -405 Acres
Director Town and Country
ICICI Bank Planing August 71 12 Limited August 8 2011 Chandigarh 21632230 2015
Director Town and Country
ICICI Bank Planing August 7 13 Limited August 8 2011 Chandigarh
---shy5062~~t ~~015
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I cel i Ieshy -
Note ~
10 Bank Guarantee of 35 Crore is issued by ING Vysya Bank 2 ING Vysya Bank has given counter guarantee against BG of 21632230
amp 5062500 issued for Aster Court Carnation Residency Aster Court Premier amp Villas 33 ING has given counter guarantee for 62946450 amp 3750000 issued for OB8
3 In OB8 all payment of EDC has been made so BG of 62946450 will be released which is already expired
4 Bank guarantee issued by ING Vysya bank is on 10 cash margin on fIxed deposit
5 Security offered against 35 Cr Bank guarantees issued by ING Vysya Bank is following
Orris HQ(J-I0S DLF Phase-II(Gurgaon)-Given as collateral security Janakpuri (C-3260 New Delhi)-Given as collateral security
4 Particulars of debt securities issued (i) for consideration other than cash whether in whole or in part (ii) at premium or discount or (iii) in pursuance of an option
The Company confIrms that save and except the following given below company has not issued any debt securities (i) for consideration other than cash whether in whole or in part (ii) at premium or discount or (iii) in pursuance of an option
bull NCD-I at discount
bull NCD-II at discount bull OCD in pursuance of an option
5 Servicing behavior on existing debt securities payment of due interest on due dates on term loans and debt securities
The Company hereby confIrms that
1 it has been servicing all its principal and interest on time and there has been no subsisting delay or default since its incorporation
Ii there is no subsisting default in repayment redemption of any of its borrowings nor has the Company affected any kind of roll over against any of its borrowings in the past
6 That the permissionconsent from the prior creditor for a second or pari passu charge being created in favor of the trustee to the proposed issue has been obtained
The existing mortgage over the Co~mercial Property s~all be ~leared~tT~l the Company and a no dues certifIcate shall be obtamed pnor ~~tMe -~0--o Deemed Date of Allotment Accordingly the Company hereby cott(rms 1
If) J -~ ~ 1( D gt~
Page 33 6 ~
that it does not require any consent permission to create security in relation to the Debentures as stipulated in this Information Memorandum Disclosure Document and the Security Documents
7 Any material eventdevelopment or change at time of issue or subsequent to the issue which may affect the issue or the Investors decision to invest continue to invest in the debt securities
Directors of the Company represent that there have been no material developments at the time of issue or subsequent to the issue which would materially and adversely affect or are likely to affect the business of the Company or the value of its assets or its ability to pay its liabilities
OTHER INFORMATION AND ISSUE PROCEDURE
The Debentures being offered as part of the Issue are subject to the provisions of the Act the Memorandum and Articles of Association of the Issuer the terms of this Information Memorandum Disclosure Document Application Form and other terms and conditions as may be incorporated in the Debenture Trust Deed and other Security Documents
Issue of Debentures in Dematerialised Form The Debentures will be issued in dematerialized form The necessary arrangements are being made with the Depositories for the issue of the Debentures in dematerialised form Investors will have to hold the Debentures in dematerialised form as per the provisions of Depositories Act 1996 The Company shall take necessary steps to credit the Debentures allotted to the depository account of the Investor
Trustee for the Debenture holder(s) The Issuer has appointed ILampFS Trust Company Limited to act as trustee for the Debenture holder(s) The Issuer and the Debenture Trustee intend to enter into the Debenture Trust Deed inter alia specifying the powers authorities and obligations of the Debenture Trustee and the Issuer The Debenture Trustee shall act based on the provisions of the Debenture Trust Deed The Debenture Trustee will at all times protect the interest of the Debenture holder(s) in accordance with the Debenture Trust Deed
Resignation and Removal of Debenture Trustee The Debenture Trustee and the Company declares that they shall not revoke the Trust hereby declared till the Debentures are redeemed in full The Debenture Trustee may at any time without assigning any reason and without being responsible for any loss or costs occasioned thereby resign as the Debenture Trustee provided that they shall continue to act as Debenture Trustee until a successor trustee is appointed by the Company The Debenture Trustee may also be removed by majority Debenture holders without assigning any reason as per Debenture Trust Deed
Sharing of Information The Issuer may with the written consent of the Debenture holder(s) exchange share or part with any financial or other information about the Debenture holder(s) available with the Issuer with its subsidiaries and affiliates and other banks financial institutions credit bureaus agencies statutory bodies as may be required
Debenture holder not a Shareholder Subject to the Debenture Trust Deed the Debenture holder(s) shall not be entitled to any right and privileges of shareholders other than those available
to them under the Act The Debentures shall not confer upon the Debentt5~r)(~IifI~
holders the right to receive notice(s) or to attend and to vote at any ge111- ~~ meeting(s) of the shareholders of the Issuer (5[ )~
r-)e i3 gt ~
Page 35 of 60--gt
Modification of Debentures or Information Memorandum Disclosure Document The Issuer may make modifications in the Information Memorandum Disclosure Document only upon receiving consent from the Debenture Trustee who in turn shall seek approval from majority Debenture holder(s)
Notices Any notice may be served by the Issuer upon the Debenture holders through post email fax or personal delivery addressed to such Debenture holder at his her registered address and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof All notice(s) to be given by the Debenture holder(s) shall be sent by post or email or fax or by hand delivery to the Issuer or to such persons at such address as may be notified by the Issuer from time to time through suitable communication and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof or at the expiry of the 3 rd day from the date such notice is dispatched whichever is earlier All correspondence regarding the Debentures should be marked Private Placement of Debentures
All notices from the Issuer shall be sent to the Debenture Trustee with copies to the Debenture Holders All notices to be sent by the Debenture Trustee to the Issuer andor the Promoters shall first be sent to the Debenture Holders for Debenture Holder Approval in terms of the Debenture Trust Deed The Debenture Trustee shall ensure and procure that any notice received by the Debenture Trustee from the Issuer andor the Promoters is shared by the Debenture Trustee with all the Debenture Holders of the Issuer within a period of 2 (two) Business Days from the date of receipt of such notice and in every event before the Debenture Trustee responds to such notice
Issue Procedure Only Eligible Investors as given hereunder may apply for the Debentures by completing the application form in the prescribed format as attached in Annexure 7 (Application Form) in BLOCK LETTERS in English as per the instructions contained therein The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the Application Form No application can be made for a fraction of a Debenture Application Forms should be duly completed in all respects and applications not completed in the said manner are liable to be rejected
The name of the applicants bank type of account and account number must be duly completed by the applicant This is required for the applicants own safety and these details will be printed on the refund orders and interest redemption payments c~~ F~~~gt
~ll ~~
~( ~ )~~Jy 11 ~
~ ~
Page 36 of60-~-~ ~
The Application Form must be accompanied by either demand draft(s) or cheque(s) drawn or made payable in favour of the Issuer or otherwise as may be set out in the Application Form and crossed Account Payee Only Cheque(s) or demand draft(s) may be drawn on any bank including a coshyoperative bank which is a member or a sub-member of the New Delhi Bankers Clearing House located If permitted the applicant may transfer payments required to be made in relation to any by electronic transfer of fundsRTGS to the bank account of the Issuer as per details mentioned in the Application Form
Application Procedure Eligible Investors will be invited to subscribe by way of the Application Form prescribed in the Information Memorandum Disclosure Document during the period between the Issue opening date and the Issue closing date (both dates inclusive)
Fictitious Application As a matter of abundant caution and although not applicable in the case of debentures attention of applicants is specially drawn to the provisions of sub-section (I) of Section 68A of the Act
Any person who (a) makes ina fictitious name an application to a company for acquiring or subscribing for any shares therein or (b) otherwise induces a company to allot or register any transfer of shares therein to him or any other person in a fictitious name shall be punishable with imprisonment for a term which may extend to five years
Basis ofAllotment The Investors will be required to remit the funds as well as submit the duly completed Application Form along with other necessary documents to Issuer by the Deemed Date of Allotment Deemed Date of Allotment for the Issue is 23-10-2013 by which date Investors would be intimated of allotment
Record Date The date falling seven days prior to the Due Date or if it happens to be a holiday then the immediately succeeding Business Day shall be the Record Date
Eligible Investors Only those Investors who have been addressed through a communication directly are eligible to apply No other Investor can apply All Investors are required to comply with the relevant regulationsguidelines applicable to them for investing in this issue of Debentures
Note Participation by potential Investors in the issue may be subject to statutory andor 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 ~egulatory requirements applicable t them inclu~i~~lctUi~ exchange controls and other requIrements Applicants ought to seek Independent l~~ -~lti and regulatory advice in relation to the laws applicable to them rtf ~t
Page 37 o~-) ~~
Application under Power of Attorney Original power of attorney or the relevant authority together with its certified true copy as the case may be along with the names and specimen signatures of all the authorized signatories and the tax exemption certificate document if any must be lodged at time of submission of the completed Application Form Further modifications additions in the power of attorney or authority should be notified to the Company at its registered office
Procedure for applying for Dematerialised Facility
I The applicant must have at least one beneficiary account with any of the Depository Participants of NSDLCDSL prior to making the application
2 The applicant must necessarily fill in the details (including the beneficiary account number and Depository Participants ID) appearing in the Application Form under the heading Details for Issue of Debentures in ElectronicDematerialised Form
3 Debentures allotted to an applicant will be credited directly to the applicants respective beneficiary account(s) with the Depository Participants
4 For subscribing to the Debentures names in the Application Form should be identical to those appearing in the account 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 in the Depository
5 Non-transferable allotment advicerefund orders will be directly sent to the applicant by the Registrar and Transfer Agent to the Issue
6 If incompleteincorrect details are given under the heading Details for Issue of Debentures in ElectronicDematerialised 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
7 For allotment of Debentures the address nomination details and other details of the applicant as registered with hisher DP shall be used for all correspondence with the applicant The applicant is therefore responsible for the correctness of hisher demographic details given in the Application Form vis-a-vis those with hisher Depository Participant In case the information is incorrect or insufficient the Issuer would not be liable for the losses if any
8 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 t- ~gti)L~-~(i ~page380~ ~
~nmiddotmiddotmiddotmiddot-middotmiddotmiddotmiddot ~lt---plusmn
Documents to be provided by Eligible Investors
Investors need to submit the following documentation as applicable
Memorandum and Articles of Association or other constitutional documents
Resolution power of attorney authorising investment
Specimen signatures of the authorised signatories duly certified by an appropriate authority
bull SEBI registration certificate (if applicable)
Copy ofPAN Card to be submitted
bull Application fonn (including RTGS details)
Mode of Payment All payments must be made through cheque(s)draft(s)transfersRTGS as set out in the Application Form
Depository Arrangements The Company has appointed Skyline Financial Services Private Limited as the Registrar and Transfer Agent for the present Issue and the Company shall make necessary depository arrangements with CDSL and NSDL for issue and holding of Debentures in dematerialised form
List of Beneficiaries The Issuer shall request the Depositories to provide a list of beneficiaries as at the end of the relevant Record Date This shall be the list which will be used for payments of interest or repayment of redemption monies or any other amounts payable on the Debentures as the case may be
Effect of Holidays Should any of the dates defined above or elsewhere in this Information Memorandum Disclosure Document (except the Deemed Date of Allotment) fallon a day other than a Business Day the immediately succeeding Business Day shall be considered as the effective date(s) In case Record Date book closure date falls on a day other than a Business Day the Business Day the succeeding day shall be the record date book closure date
Tax Deduction at Source Tax as applicable under the Income Tax Act 1961 or any other statutory modification or re-enactment thereof will be deducted at source on the interest payable on the Debentures Tax exemption certificatedocumentform under section 193 of the Income Tax Act 1961 if any must be lodged at th~ Registered Office of th~ Issuer at least fiftee~~~middot(iJ2~~ (15) days before the relevant mterest payment becommg due (~ 1
i t IJ W7i$0 ~---Page 39 of 6O____~ti-----
Letters of Allotment The Issuer shall issue a Letter of Allotment to each Debenture holder on the Deemed Date of Allotment The Debentures will be subsequently credited in dematerialised form within 2 (two) Business Days from the Deemed Date of Allotment
Deemed Date of Allotment All the benefits under the Debentures will accrue to the Debenture holders from the date of receipt of the application monies The actual allotment may take place on a date other than the Deemed Date of Allotment
Refunds For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within seven days from the Deemed Date of Allotment of the Debentures 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
Joint Holders Where two or more persons are holders of any Debenture(s) they shall deem to hold the same as joint tenants with benefits of survivorship
Mode of Transfer Debentures shall be transferred subject to and in accordance with the rules procedure as prescribed by the NSDL CDSL Depository participant of the transferor transferee and any other applicable laws and the rules notified in respect thereof 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 Transferor shall give delivery instructions containing details of the transferees DP account in his depository participant
Succession In the event of demise of Debenture holder the Company will recognize the executor or administrator of the deceased Debenture holder or the holder of succession certificate or other legal representative as having title to the Debentures The Company shall not be bound to recognize such executor administrator or holder of the succession certificate or other legal representatives as having title to the Debentures unless such executor or administrator obtains probate or letter of administration or such holder is the holder of succession certificate or other legal representation as the case may be from a competent Court in India having jurisdiction over the matter The Company may in their absolute discretion where it thinks fit dispense with production of probate or letter of administration or succession ~--~gt
l
certificate or other legal representation in order to recognize such holder ~1 ~)t)
Page 40 of6~ Vv pound ~o-middot~-
bull ~f V
being entitled to the Debentures standing in the name of deceased Debenture holder on production of sufficient documentary proof or indemnity
Nomination In the event of however a deceased Debenture holder(s) having nominated any person entitled to be registered as the Debenture holder in the event of his death such nominee shall be registered as the Debenture holder in place of the deceased Debenture holder
Page 41 of 60 shy
OTHER REGULATORY AND STATUTORY DISCLOSURES
Stock Exchange Disclaimer Clause It is to be distinctly understood that filing of this Information Memorandum Disclosure Document with the Stock Exchange should not is any way be deemed or construed that the same has been cleared or approved by the Stock exchange The Stock Exchange does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue has been made or for the correctness of the statements made or opinions expressed in this Information MemorandumDisclosure Document
Listing Disclaimer The Debentures are proposed to be listed on the Wholesale Debt Market segment of the BSE The Company shall comply with the requirements of the listing agreement to the extent applicable to it on a continuous basis and shall complete all formalities relating to listing of the Debentures
Companys Disclaimer Clause The Company certifies that the disclosures made in this Information MemorandumDisclosure Document are generally adequate and III
conformity with SEBI Regulations Further the Company accepts no responsibility for statements made otherwise than in the Information MemorandumDisclosure Document or Security Documents or any other material issued by or at the instance of the Company and anyone placing reliance on any source of information other than this Information Memorandum Disclosure Document and the Security Documents would be doing at their own risk and the Company will not be liable for such reliance
Issue of Debentures in Dematerialised Form The Debentures will be issued only in dematerialized form The Issuer has made arrangements with the Depositories for the issue of the Debentures in dematerialized form Investors will have to hold the Debentures in dematerialized form as per the provisions of Depositories Act 1996
Consents ILampFS Trust Company Limited has given its written consent for its appointment as debenture trustee to the Issue under Regulations 4(4) of the SEBI Regulations and inclusion of its name in the form and context in which it appears in this Information Memorandum Disclosure Document __
4ti)~ ~ A )ro)
C
Page 42 of60
ANNEXURE 1 SUMMARY TERM SHEET
--------------------------------------------------------------------------- shyIssuer Orris Infrastructure Private Limited
Instrument Secured Cumulative Redeemable Non-Convertible Debentures
Total number of 200 NCDs Face Value ~ 10000000- (Rupees One Crore only) per Debenture
Issue Size ~ 2000000000- (Rupees Two Hundred Crores only)
Issue Price At its face value ie ~ 10000000- (Rupees One Crore only) per Debenture
Mode of Private Placement Placement Object of the The proceeds from the issue shall be utilized for the general Issue corporate purposes of the Company
Form of listed Dematerialised issuance Deemed Date of 23-10-2013 or any other date as decided by the Issuer Allotment
Tenor 48 (forty eight) months from the Deemed Date of Allotment
Redemption After expiry of the Moratorium Period the Issuer shall redeem the Debentures in equal monthly installments over a period of 33 (thirty three) months on each Due Date subject to premature redemption as permitted under the Debenture Trust Deed
Moratorium Period of 15 (Fifteen) months from the Deemed Date of Allotment Period Interest Rate Interest will be payable at the interest rate of 20 (Twenty percent)
per annum payable monthly on the Outstanding Amounts as per the Payment Schedule (refer Annexure 2 to this Information Memorandum Disclosure Document)
The first installment for interest payment shall also include an additional amount equivalent to 125 (one point two five percent) of the issue size (excluding any applicable taxes) to the Debenture holders in proportion to the Debentures held by them
Market Lot One (1) Debenture
Minimum Application
Early Repayment
Escrow Mechanism
------shy
Subject to the conditions specified in the Debenture Trust Deed (Premature Redemption) the Issuer shall have a onetime option to prematurely redeem in a single tranche and not exceeding 25 (twenty five) of the outstanding Debenture Principal Amount at any time after expiry of the 24 (twenty four) months from the Deemed Date of Allotment till the expiry of 30 (Thirty) months of the Deemed Date of Allotment (Premature Redemption Period) The Premature Redemption shall be exercised in a single tranche and shall be subject to fulfillment of each of the following conditions that the Company prematurely redeems Debentures equivalent to an amount in the multiples of ~ 50000000- (Rupees Five Crores Only) with the minimum amount being ~ 150000000- (Rupees Fifteen Crores Only) for redemption in excess of the amounts permitted for Premature Redemption as specified above the Issuer shall pay a premature redemption premium of 2 (two percent) on the amount being redeemed and paid by the Issuer plus applicable service tax or other statutory levy if any subject to deduction of income tax at the rate prescribed under the Income Tax Act 1961 (Premature Redemption Premium) subject to the Escrow Mechanism below the Issuer shall have the option to prematurely redeem the Debentures after the expiry of the Premature Redemption Period without paying any Premature Redemption Premium provided such amounts are in accordance with sub-clause (a) above and any redemption of Debentures by the Issuer in accordance with this Deed shall be proportionate redemption of all the Debentures together through reduction in face value of each Debenture Further the redemption of the Debentures may be carried out in accordance with the Escrow Mechanism mentioned below
All receivables from the Project will be deposited by the Company in an Escrow Account All monies deposited in the Escrow Account shall be utilized in following order Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal with respect to the Debentures Only upon satisfaction of the requirement of (1) and (2) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account towards withdrawal of upto ~ 900000000 (Rupees Ninety Crores only) by the Company After withdrawal of ~ 900000000 (Rupees Ninety Crores only) by the Company
Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal witl]_x~secttyct to
-_8f~~the Debentures (f~X-~~~
~ ) Page 44 amp1 ~____~i
--------------------------------------- -- -------------
Debt Service Reserve Account (DSRA)
Put Option
Issue open on
Issue closed on
Basis for Interest calculation
Listing
Depository
Credit Rating
Security
Only upon satisfaction of the requirement of (a) and (b) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account 60 (Sixty percent) of any further monies in the Escrow Account shall be used to accelerate the redemption of the Debentures and the remaining 40 shall be withdrawn by the Company
Shall mean an amount being not less than ~ 60000000 (Rupees Six Crores only) to be maintained by the Company in the Escrow Account at all times
In the event of a default as defined iIi the Debenture Trust Deed the Debenture Trustee (on instructions from the Debenture holders) can exercise a put option on the Promoters to buy back the entire outstanding Debentures
04-10-2013 or any other date as decided by the Issuer
23-10-2013 or any other date as decided by the Issuer
Interest payable on the Debentures shall accrue on a day to day basis and shall be computed on the basis of 365 (Three Hundred Sixty Five) days divided equally for each of the twelve calendar months
At the WDM segment of the BSE
NSDL and CDSL
ICRA B+ by ICRA Limited
The Debentures together with any interest accrued thereon and outstanding amounts Debenture Trustees remuneration and all costs charges expenses and all other monies due in respect of the Debentures shall be secured by
First and exclusive charge on all Project Receivables through the Deed of Hypothecation together with the Escrow Agreement and such charge will be superior to any other claims on the Project Receivables First and exclusive charge on all amounts lying to the credit of the Escrow Account under the Deed of Hypothecation First and exclusive charge by way of equitable mortgage on the Commercial Property (Mortgaged Property) through execution of a registered Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property in favour of the Debenture Trustee together with a declaration cum undertaking from CDPL declaring the creation of mortgage by deposit of titly-~Si~6d~~ the
I-SI ~~
Page 4~60
----------------------------------------------------------------------------------Commercial Property in terms of the memorandum of entry Equitable mortgage and exclusive charge over FSI equivalent to 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of the Commercial Project together with all the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
Exclusive charge over all the rights title interest benefits claims demands of any nature whatsoever of the Company under andor in respect of the CDPL Collaboration Agreements for development and construction of the Commercial Colony and the entire FSI in the Commercial Project along with proportionate undivided interest in the underlying land and without limitation the following the right to compel performance thereunder and to substitute or be substituted for the Company thereunder and to substitute and be substituted thereunder for the Company thereunder and to commence and conduct either in the name of the Company or in its own name or otherwise any proceedings against any person in respect of any breach of the CDPL Collaboration Agreements and all claims of the Company including in any proceedings against all or any such persons to any amounts owing to or received by the Company thereunder and the rights and benefits of all Approvals to the extent capable of assignment together with the right to further assign any of the CDPL Collaboration Agreements and such Approvals to any Person Pledge of shares representing the entire issued and paid up share capital of CDPL under the Deed of Pledge Personal Guarantee of Sh Vijay Gupta Sh Amit Gupta and Smt Kusum Gupta and Cheques
Security Creation The Security shall be created in the favour of the Debenture Trustee on or before the Deemed Date of Allotment
Representation The representations and warranties of the Company will be set out and Warranties in the Debenture Trust Deed
Event ofDefault All events of default as set out in the Debenture Trust Deed
Upon occurrence of such event of default Debenture Trustee shall (on instruction from the Debenture holders) issue a written notice of default to the Company and grant to the Company a cure period in accordance with the terms of Security Documents
The consequences of an event of default shall be governed_lgtY the provisions in the Security Documents and shall inclu9~~ayfu~i1t of
default interest and enforcement of the Security in the manner specified In the Security Documents including appointment of nominee director(s)
Default Interest An additional interest of 4 pa (four percent per annum) over and Rate above the Interest Rate (as defined hereinafter) (viz the default
interest rate shall be 24 (twenty four percent) payable in relation to the Debentures and the Outstanding Amounts payable In accordance with Security Documents
Registrar and Skyline Financial Services Private Limited Transfer Agent
Compliance All provisions clauses regulations specified by GOISEBIRoCBSE with respect to issue and listing of Redeemable and Secured Non-Convertible Debentures shall be complied with by the Company
Assignment Each Investor may transfer or dispose a part or the whole of its Transferability Debentures without the Companys consent
Governing Law The governing law will be the laws of India and the parties submit to and Jurisdiction the exclusive jurisdiction of the courts in Delhi
~-~---~-~
u c tL ~If) -~~-J bull (
Page 47 of60
ANNEXURE 2 PAYMENT SCHEDULE
Due date
Month 0
Last Day ofMonth 1
Last Day ofMonth 2
Last Day ofMonth 3
Last Day ofMonth 4
Last Day ofMonth 5
Last Day ofMonth 6
Last Day of Month 7
Last Day ofMonth 8
Last Day of Month 9
Last Day of Month 10
Last Day of Month 11
Last Day of Month 12
Last Day of Month 13
Last Day of Month 14
Last Day ofMonth 15
Last Day of Month 16
Last Day of Month 17
Last Day of Month 18
Last Day ofMonth 19
Last Day ofMonth 20
Last Day of Month 21
Last Day of Month 22
Last Day ofMonth 23
Last Day of Month 24
Last Day ofMonth 25
Last Day of Month 26
Last Day ofMonth 27
Outstandino D b t b
e en nre1 su )scrIptlOn amount
I dat mont I en
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
1939393939
1878787879
1818181818
1757575758
1696969697
1636363636
1575757576
1515151515
1454545455
1393939394
1333333333
1272727273
I nterest
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
32323232
31313131
30303030
29292929
28282828
27272727
26262626
25252525
24242424
23232323
22222222
Debenture Payment to I t D b tSll )SCrIP Ion e en nre
t H Idamoun 0 ers
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
60606061 93939394
60606061 92929293
60606061 91919192
60606061 90909091
60606061 89898990
60606061 88888889
60606061 87878788
60606061 86868687
60606061 85858586
60606061 84848485
60606061 83838384
60606061 8~~3 j()gt t~( S( )Page48~60
-
Due date su
Last Day of Month 28
Last Day of Month 29
Last Day of Month 30
Last Day of Month 31
Last Day ofMonth 32
Last Day of Month 33
Last Day of Month 34
Last Day of Month 35
Last Day of Month 36
Last Day of Month 37
Last Day of Month 38
Last Day of Month 39
Last Day of Month 40
Last Day of Month 41
Last Day of Month 42
Last Day of Month 43
Last Day of Month 44
Last Day ofMonth 45
Last Day of Month 46
Last Day of Month 47
Last Day of Tenor
Outstandino D b t b
b ~ t~n ure t SCrIp Ion amoun
t th da mon en
1212121212
1151515152
1090909091
1030303030
969696970
909090909
848484848
787878788
727272727
666666667
606060606
545454545
484848485
424242424
363636364
303030303
242424242
181818182
121212121
60606061
Debentme Payment to Interest subscription
t amoun Debenture
H ld0 ers
21212121 60606061 81818182
20202020 60606061 80808081
19191919 60606061 79797980
18181818 60606061 78787879
17171717 60606061 77777778
16161616 60606061 76767677
15151515 60606061 75757576
14141414 60606061 74747475
13131313 60606061 73737374
12121212 60606061 72727273
11111111 60606061 71717172
10101010 60606061 70707071
9090909 60606061 69696970
8080808 60606061 68686869
7070707 60606061 67676768
6060606 60606061 66666667
5050505 60606061 65656566
4040404 60606061 64646465
3030303 60606061 63636364
2020202 60606061 62626263
1010101 60606061 61616162
The interest payment on the first Due Date shall vary depending on the date onwh~h the
application monies for Debentures arc received til 1~~1
1bull kAij~ lt laquo~~gt ~
-
--
Page 49 of60
ANNEXURE 3
UNDERTAKING BY THE COMPANY
The Company undertakes that bull In the event the Debentures are issued in physical form the Company
shall use a common form of transfer
bull It will provide on a half yearly basis a compliance certificate duly certified by the Debenture Trustee to the Debenture holders in respect of compliance with the terms and conditions of Issue as contained in this Information Memorandum Disclosure Document and
bull Every credit rating obtained shall be periodically reviewed by the Credit Rating Agency and any revision in the rating shall be promptly disclosed by the Company to the Stock Exchange Any change in rating shall be promptly disseminated to Debenture holders and prospective Investors in such manner as the BSE may determine from time to time All information and reports on the Debentures including compliance reports filed by the Company and the Debenture Trustee shall be disseminated to the Debenture holders and the general public by placing them on the website of the Company and shall through the Debenture Trust Deed request the Debenture Trustee to place the same on its website
bull The above Information Memorandum Disclosure Document IS
compliant with all disclosures required to be made for listing of senior non-convertible debentures on a private placement basis on a recognized stock exchange as specified in Schedule I under Regulation 21 of the Securities and Exchange Board of India (Issuing and Listing of Debt Securities) Regulations 2008
laquo~~(~I0~~ For o~InCr ~cture Private Limited
~~WIVijay~
(Chairman)
Page 50 of60
ANNEXURE 4
CREDIT RATING LETTER FROM ICRA LIMITED
Ie R A Limited
Ref DRAT2013-140-362
Mr Sanjay Aggarwal VP - Accounts amp raxation Orris Infrastructure Private Limited J-105 DLF Phase -II MG Road Gurgaon - 122002 Haryana
May 21 2013
Dear Sir
Rc ICRA-assigned Credit Rating for Rs 200 crore NCD Programmc of Orris Infrastructurc l)rivate Limited (instrument details in Annexure)
Please refer to your Rating Requisition dated May 112013 and the subsequent Rating Agreement of May 162013 for carrying out the rating of the aforesaid Bond Programme The Rating Committee
of ICRA after due consideration has assigned a [ICRAIB+ (pronounced as ICM B plus) rating
to the captioned Bond Programme
We would appreciate if you can sign on the duplicate copy of this letter and send it to us within 7
days from the date of this letter as confirmation about the use of the assigned rating The rationale
for assigning the above rating will be sent to you on receipt of your confirmation about the use of our rating as above Any intimation by you about the above rating to any BankerLending
AgencyGovernment AuthoritiesStock Exchange would constitute use of this rating by you
This rating is specific to the terms and conditions of the proposed issue as was indicated to us by you
and any change In the tenns or size of the issue would require the rating to be reviewed by us If
there is any change in the terms and conditions or size of the instrument rated as above the same must be brought to our notice before the issue of the instrument If there is nny such change after the
rating is assigned by us and confirmed to use by you it would be subject to our review and may result in change in the rating assigned
ICRA reserves the right to suspend withdraw or revise the above at any (ime on the basis of new information 01 unav~ilability of information or such other circumstances which ICRA believes may
have an impact on the rating assigned to you
The rating as aforesaid howeVer should not be treated as a recommendation to buy sell or hold the
bonds to be issued by you If the instrument rated as above is not issued by you within a period of 3
BuUding No 5 2 Floor TeL + 91 - 124 - 4545300 wOiosite wwwicraJn Tower A DLF cyber City Fax + 91 - 124 - 4050424 email infoicralndiacom Phase ll Gurgaon 122002
Regd Office 1105 Kailash Building 11 Floor 26 Kastuma Gandhi Marg NeW Delhi - 110001
RATING RES EAR eli INFORMATION
months from the date of this letter communicating the rating the same would stand withdrawn unless
revalidated before the expiry of 3 months
You arc required to forthwith inform us about any default or delay in repayment of intcrest or
principal amount of the instrument mtcd as above or any other debt instruments borrowing Y nu are also required to keep llS forthwith informed of any other devclopments which may have a direct
or indirect impact on the debt servicing capability of the company including any proposal for reshy
schedulement or postponement of the repayment programmes oCthe dues debts of the company with
any lendcr(s) investor(s)
You are required to inform us immediately as and when the borrowing limit for the instrument rated
as above or as prescribed by the regulatory authority (ies) is exceeded
We thank you for your kind cooperation extended during the course of the rating exercise Should
you require any clarification please do not hesitate to get in touch with us
With kind regards
Yours sincerely
for IeRA Limited
-- Iobit Inamdar S (Senior Vice President) (Analyst)
Page 52 of60
Annexure
Details of the bank limits rated by leRA (Rated on long term seale)
Page 53 of60
I eRA limited AIIA~fIiI ofMoltldyIInvllllttmI ~
Ref DRATfl013middot140middot3611
Date August 222013
MI Sanjay AggarwaJ VP - Accounts amp Taxation Orris Infrastructure Private Limited JmiddotIO5 DLF Phasemiddotll MG Road Gurgaonmiddot J22002 Haryana
Dear Sir
Re leRA ruting for Rs 2000 crote NCD Progrumme of Orris Infrastructure Private Umlted
This is with reference to your letter dated August 9 2013 for re-validating your rating for the Rs 200 erore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Boods programme ofyour company and last communicated to you vide QuI letter dated May 212013 stands The other terms and conditions for the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DlRAT12013middot 1410-362 dated May 2013 stands
With kind regards For lCRA Limited
(Senior Vice President)
T~middot + 91middot 124 bull ~ website VWW bulliCfSio fw + 91 124 -~ email info~middoticralndiagtcom
Page 54 of60
Ie R A Lim
Ref DfRAT2013-14O-364
Date October 03 2013
Mr Sanjay Aggarwal VP - Accounts amp Taxation Orris Infrastructure Private Limited J-105 DLF Phasemiddotmiddotll MG Road Gurgaon - 122002 Haryana
Dear Sir
Re ICRA rating for Rs 2000 crOTe NCD Programme of Orris Infrastructure Private Limited
This is with reference to your letter dated September 03 2013 for re-validating your rating for the Rs 200 crore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Bonds programrne of your company and last conununicated to you vide our letter dated August 22 2013 stands The other terrns and conditions fur the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DRATI2QI3middot 14()362 dated May WI3 stands
With kind regards For [eRA Limited
Vi (Senior Vice President)
Buildlng No 2 Iloot Tel + 81 124 - 4545300 websf1e WWWJCf8D
Tower A Cyber Oily Fax + 91 124 bull 4000424 ilImaH lnfoicralfldliLcof1
Phase II Gurgaonmiddot 1~
Regd Offictl noo iltailash Building i 1 Floor 26 KDtwoo Qandhi Marg New Delhi bull 110001
RATING RES EAR C H INfORMATION
Page 55 of60
ANNEXURE 5
CONSENT LETTER FROM DEBENTURE TRUSTEE
Ref No 1750 ITCL JUtmiddots I ru~1 Company Limilt~d
September 30 2013
Orris Infrastructure Private limited (Company) Jmiddot105 OLF PhaSe - 11 MG Road Gurgaon 122002
Kind Attention Mr Vljay Gupta Director
Sub listed Secured Redeemable Non Convertible Debentures (NCDs) aggregating to Rs 200 crs proposed to be issued by the Company on private placement basis
Dear Sirs
This is with reference to our discussion regarding appointment of ILampFS Trust Company limited (ITCL) as Debenture Trustee for the proposedlssue of listed Secured Redeemable NCDsof Rs 1 crore each aggregating to Rs 200 crs to ~ issued by the Company on private placement basis In this regard VIle do hereby give out consent to act as the Debenture Trustee subject to the Company agreeing to the following conditions
1 The Company agrees and undertakes to create the securities over such terms and conditions as detai~d in the signed Information Memorandum as submitted to us and execute the Debenture Trust Deed and other necessary security documents as required
2 The Company agrees amp undertakes to pay Debenture Trustees so long as they hold the office of the De~nture Trustee remuneration as stated in appointment letter dated July 30 2013 for the services as Debenture Trustee in addition to all legal travelling and other costS charges and expenses which the Debenture Trustee or their officers employees or agents rnayiocur in relation to execution of the Debenture Trust Deed and all other documents affecting the Security till the monies in respect of the Debentures have been fully paid-off and the requisite formalities for satisfaction of charge in aU respects have been complied with
3 The Company agrees ft undertakes to comply with the provisions of SEal (Debenture Trustees) Reguliltions 1993 SE61 (Issue and Listing of Debt Securitles) Regulations 2008 SEBICircutar No$EaIIlMOOfgtl1Sondl2oo911 105 dated 11052009 on Simplified Listing Agreement for Debt Securities read with the SEBl Circular No SEBIIIMDDOF-1 tBONDlClr-5120o9 dated the 16th November 2009 the Companies Act 19l)6 ilnd other applicable proviSions I circulars guidelines etc as applicable and amended from time to time and agrees to furnish to Trustees such information in terms of the same on regular basis
Sincerely For ILftFS Trust Company lilDi~d
lL__~~ ~ ~ ~~~ --- ~
Authorized Signatory
lUfFS Finru1 Centre PloINo C 22 G Block 5th Floor Bjr Kurio Complex Bandra (Eastl Mumbamiddotmiddot 40(K)SI INDIA
Bangalor( Office ILEtFSTru1 (ompally Ltdbull ALmiddotLalheef 151 Floor No 2Unioll Slreet Offlnanlry Raad Banglore 5hlX)OI INDIA
New Delhi Offire ILftFSTrusl (ompY tId Amiddot26a lsI Ploor Bhishm Pithamah Marg DefencfCoony New Delhi - 110024 INDIA
Kolkala Offilaquo ILftfSTrusl Company Ltd ILIIFS Constantia lnlflPor n Dr11 lIt Bramachari Street Kolkata bull 700017 INDIA
Page 56 of60
ANNEXURE 6
CONSENT LETTER FROM REGISTRAR AND TRANSFER AGENT i
Skyline Financial Serrr)ices Pvt Ltd SEBI REGISTERED CATEGORY1 REGk)IRARS ampSHARE TRANSfRAtgtENT D153A Ht Floor () nol Area Ph bullbullbullI New Dolhmiddot llO 020 1 9 middot1126812682 2S612~83 EmiddotmaI nOlltyhOaccrn tte-oSi$ wwwSiltyllnfHla_all1
August 29 2013
MrVlneel Kumar Gupta
Sr Manaler Secretarial
Orris InfraSlrucllJre Private Limited
Orris la M G Road
Gurgaoo - 1iG 002 (Hr)
Sub Consent to aet as Registrar to Issue and TfBllSfer Agent
DearSJr
Thls1s in reference 10 YOllr email datild AugJS1 29 2013 We hereby give our consent to act as 21
Registrar to IsSue and Transfer Agent for your propOSed issue of 1O - conveo1ibledebentures Of Rs
20000 Crore (jl1d our name IS Registrar to i$sueandShare Transfer agent may please be included in
Thanking you Y()ursfailhfufy
Vice- President
Page 57 0[60
--
-------
ANNEXURE 7
APPLICA TION FORM
ORRIS INFRASTRUCTURE PRIVATE LIMITED Registered Office RZ-D-5 Mahavir Enclave New Delhi 110045
Corporate Office 1-105 DLF Phase II Mehrauli Gurgaon Gurgaon -122002
Application No ___ Date
Dear Sirs
VWe have read and understood the terms and conditions of issue by Orris Infrastructure Private Limited of senior secured cumulative redeemable Non-Convertible Debentures of face value ~ 10000000 (Rupees One Crores only) having a coupon rate of 20 pa on a private placement basis on the face value aggregating to ~ 2000000000- (Rupees Two Hundred Crores only) (Debenture) contained in the Information Memorandum Disclosure Document dated __2013 VWe bind ourselves to the terms and conditions as contained in the Information Memorandum Disclosure Document and wish to apply for allotment of these Debentures The amount payable on application as shown below is remitted herewith On allotment please place myour name(s) on the Register of Debenture holder(s)
(Please read carefully the instructions on the next page before filling this form)
No of Debentures applied No in figures No in words for
Amount (~)
Detal s I 0 f payment ChequesDemand Date Drawn on Bank DraftlRTGS Details
Applicants Name amp Address in full (please use capital letters)
Pin Code Telephone I Fax Email
I Status Bankin~ Company ( ) Insurance Company ( ) Other ( ) (specify in case of others) Name of Authorized Signatory Designation Signatures Signatoty
Details of Bank Account Bank Name amp Branch Nature ofAccount Account No IFSCINEFT Code middot)---~1
-- --
Depository Details
I1We the undersigned want to hold the Debentures of the Company in the dematerialised fonn Details of myour Beneficiary Account are given below
Depository Participant Name - shy
DPID
Beneficiary Account Number shy
Name of the Applicant
() II We understand that in case of allotment of Debentures to my lour Beneficiary Account as mentioned above would be credited to the extent of Debentures allotted
Taxpayers PAN I GIR No IT CircleIW ardlDistrict ( ) Not Allotted
Tax Deduction Status () Fully ( ) Tax to be ()Yes ONo Exempt deducted at
Source
I1We hereby understand that the Company has not provided and will not provide any material or other infonnation regarding the Debentures except as included in the Infonnation Memorandum Disclosure Document
Signature of the Applicant _________________(Tear here)__________
ACKNOWLEDGEMENT SLIP
Application No Date -- shyReceived From
1shy----------------------~
By ChequelDemand DraftlRTGS No
drawn on towards application for ______ Debentures (Chequesl Demand Drafts are subject to realisation)
For Orris Infrastructure Pvt Ltd
For all further correspondence please contact INFRASTRUCTURE PRIVATE LIMITED Tel +91 124-4979200
Page 59 of60
10
INSTRUCTIONS
You must complete application in full in BLOCK LETTERS IN ENGLISH
2 Your Signatures should be made in English or in any of the Indian languages
3 Application forms duly completed in all respects together with high value Cheques Pay Order Demand Drafts must be lodged at the Orris Infrastructure Private Limited Corporate Office (as provided above)
4 Payments through RTGS shall be made as follows
Beneficiary Account name Orris Infrastructure Private Limited IFSC Code UTIB0000056 Bank Account No 056010200015303 Bank Axis Bank Ltd Branch Sec-14 Gurgaon
5 The Cheque(s)Demand Draft(s) of high value clearing zone should be drawn in favour of ORRIS INFRASTRUCTURE PVT LIMITED and crossed Ale payee only Cheque(s)Demand draft(s) may be drawn on any scheduled bank and payable at Delhi
6 Mr Vineet Gupta as authorised representative of the Company will issue the Acknowledgement Slip (appearing below the Application Form) as acknowledgement of receipt of applications No separate receipt will be issued
7 You should mention your Permanent Account Number or the GIR number allotted under Income- Tax Act 1961 and the Income-Tax CirclelWardlDistrict In case where neither the PAN nor GIR number has been allotted the fact of non-allotment should be mentioned in the application form in the space provided
8 The application would be accepted as per the terms of the issue outlined in the Information Memorandum Disclosure DOC~fii
r1- -~0 gt tl~~ ~gt
j )j~ (~~ ~O
~ shy
Page 60 of60
---- ----- ---------------shyface value of date- admeasuring 180 sq yards out ~ 1505201 of khasra number 83 14 42500000 4 situated in the area of village 0- (Rupees Palam now known as Mahavir Forty Two Enclave Block -D New Delhi-Crares) Fifty 110045 Lakhs
2 Mortgage assignment of all theissued at a rights title and interestdiscount of ~ whatsoever of the Company in58065shyto under andor in respect of(Rupees Fifty the collaboration agreementsEight dated 27102007 andThousand 01072010 executed with CDPLSixty Five for development andOnly) on the construction of the Commercialface value Complex and sale of FSI to the(being ~ extent of 625000 Sq Ft along1000000 shywith proportionate interest in(Rupees Ten the underlying land in of theLakhs only)) Commercial Complexof each
debenture 3 Out of the total sanctioned FSI of702871 Sq Ft of Commercial Complex mortgage and charge over FSI equivalent to 625000 Sq Ft including prorata share over all that piece and parcel of free hold land admeasuring 95 acres (approx) located at Sector 82A Gurgaon Haryana India over which the Commercial Complex is proposed to constructed developed together with proportionate buildings and structures thereon AND the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
4 Pledge of entire issued equity share capital of CDPL
5 Post-dated cheques
---6 Personal Guarantee of the Promoter viz Mr Vijay(qtipta
1
IDEI Trusteeshi p services Limited
Secured Redeemable Optional Convertible Debentures of aggregate face value of
80000000 0- (Rupees Eighty Crore Only) on the face value (being 5000000shy(Rupees Fifty Lakhs only)) of each debenture
Qu art erly Co u po n Rat e of 55
The company shall be obliged to redeem the OCDs in four equal installment s starting from march 31 2014 over a period of 6 (six) financial quarters (the first such financial quarter ending on March 31 2014) such that the OCDs are completely redeemed on June 302015
(i) First sole amp exclusive charge by way of(a) equitable mortgage on the Mortgaged Security Property I and (b) equitable mortgage on the Mortgaged Security Property II
Mortgaged Security Property-I shall mean 23268 acres out of the larger property being the aggregate of 19218 acres (forming part of 25018 acres of land for which License is in place) and the 405 acres for which letter of intent is in place along with the proportionate floor space index and all present and future buildings and structures constructed thereon and all the rights title and interest of the Company and the concerned group housing project landowners over such property excluding 404 (four hundred and four) number of units constructedto be constructed over the aforesaid 19218 acres as more particularly detailed III the transaction documents
Mortgaged Security Property-II shall mean 696 acres out of the security property-II 1004 acres of acquired land in Sector 85 Gurgaon Haryana along with the proportionate floor space index and all present and future buildings and structures constructed thereon and all the rights title and interest of the Company and the concerned group housing project landowners over such property
(ii) first sole and exclusive charge on present and future basis by way of hypothecation on the relevant group housing _poject
-------------------------~----------~-----------------------------receivables from time to time and monies lying and credited into the escrow accounts at any point in time including any fIxed deposits created in accordance with the escrow account agreement out of such monies from time to time together with all and any interest accruing in respect thereof and
(iii) The issuance of personal guarantees by the Promoters in favour of IDBI guaranteeing the fulfIllment of the secured obligations
The NCD Series - I were fully redeemed on July 272013
2 Details of Unsecured Borrowings5
The unsecured loans of the Company outstanding as on March 31 2013 follows
(in ~)
Loan from Body Corporate Flair Exports Pvt Ltd Seh Realtors Pvt Ltd Citland Commercial and Credits Ltd Delhi Brass and Metal Works Pvt Ltd Span India Pvt Ltd Loan Directors Shareholders and their Relatives Amit Gupta-Loan Taken Vijay Gupta (Loan Taken) Amit Gupta (HUF) Green Bay Infrastructure Pvt Ltd Kusum Gupta Mamta Gupta Pooja Gupta Vijay Gupta(HUF)
5000000000 10000000000 16670000000 6670000000
11670000000
2850848000 7929999985
20000000 32146887100
2466000000 5625400000 3250000000
92100000
5 The figures are as per audited financial for the financial year ending March 31 2013
Page 300[60
3 Details of Bank Guarantee6
Bank Guarantee by the Company in respect of Orris Business Square - 95 Acres
ICICI Bank 1 Limited June 182010
Issued by ICICI Bank June 182010 and Valid till October 28 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 2 Bank Ltd Jan 03 2013
ICICI Bank 3 Limited February 232011
Director Town and Country Planning Chandigarh
Director Town and Country Planning Chandigarh Haryana State Pollution Control Board
62946450 October 282012
5938000 October 272014
3750000 February 222016
Bank Guarantee by the Company in respect of Carnation Residency Aster Court Aster Court premier amp Villas 33 -25018 Acres
Issued by ICICI Bank on September 232008 amendment dated September 102010 and valid till September 22 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 4 Bank Ltd September 222012
Issued by ICICI Bank on September 23 2008 amendment dated September 102010 and valid till September 22 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 5 Bank Ltd September 222012
Director Town and Country Planing Chandigarh 111524000
September 222014
Director Town and Country Planing Chandigarh
6 The figures are as per audited accounts for the financial year ending March 31 2013
Page 31 0[60
--
----- --- - shyIssued by ICICI Bank on December 16 2010 and expiry date is Dec 15 2015 but we close it Haryana with ICICI Bank and a State fresh guarantee was Pollution
ING Vysya issued by ING Vysya Control January 6 Bank Ltd bank on 23012013 Board 5000000 142016 Bank Guarantee by the Company in respect of Spring Homes middot10043 Acres
Director Town and Country
ING Vysya Planing September 7 Bank Ltd September 32012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 8 Bank Ltd September 3 2012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 9 Bank Ltd September 32012 Chandigarh 13112500 22016
Director Town and Country
ING Vysya Planing September 10 Bank Ltd September 32012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 11 Bank Ltd September 3 2012 Chandigarh 14752500 22016 Bank Guarantee by the Company in respect of Carnation Residency Aster Court Aster Court premier amp Villas 33 -405 Acres
Director Town and Country
ICICI Bank Planing August 71 12 Limited August 8 2011 Chandigarh 21632230 2015
Director Town and Country
ICICI Bank Planing August 7 13 Limited August 8 2011 Chandigarh
---shy5062~~t ~~015
6ltC [-I_i ~~-
I cel i Ieshy -
Note ~
10 Bank Guarantee of 35 Crore is issued by ING Vysya Bank 2 ING Vysya Bank has given counter guarantee against BG of 21632230
amp 5062500 issued for Aster Court Carnation Residency Aster Court Premier amp Villas 33 ING has given counter guarantee for 62946450 amp 3750000 issued for OB8
3 In OB8 all payment of EDC has been made so BG of 62946450 will be released which is already expired
4 Bank guarantee issued by ING Vysya bank is on 10 cash margin on fIxed deposit
5 Security offered against 35 Cr Bank guarantees issued by ING Vysya Bank is following
Orris HQ(J-I0S DLF Phase-II(Gurgaon)-Given as collateral security Janakpuri (C-3260 New Delhi)-Given as collateral security
4 Particulars of debt securities issued (i) for consideration other than cash whether in whole or in part (ii) at premium or discount or (iii) in pursuance of an option
The Company confIrms that save and except the following given below company has not issued any debt securities (i) for consideration other than cash whether in whole or in part (ii) at premium or discount or (iii) in pursuance of an option
bull NCD-I at discount
bull NCD-II at discount bull OCD in pursuance of an option
5 Servicing behavior on existing debt securities payment of due interest on due dates on term loans and debt securities
The Company hereby confIrms that
1 it has been servicing all its principal and interest on time and there has been no subsisting delay or default since its incorporation
Ii there is no subsisting default in repayment redemption of any of its borrowings nor has the Company affected any kind of roll over against any of its borrowings in the past
6 That the permissionconsent from the prior creditor for a second or pari passu charge being created in favor of the trustee to the proposed issue has been obtained
The existing mortgage over the Co~mercial Property s~all be ~leared~tT~l the Company and a no dues certifIcate shall be obtamed pnor ~~tMe -~0--o Deemed Date of Allotment Accordingly the Company hereby cott(rms 1
If) J -~ ~ 1( D gt~
Page 33 6 ~
that it does not require any consent permission to create security in relation to the Debentures as stipulated in this Information Memorandum Disclosure Document and the Security Documents
7 Any material eventdevelopment or change at time of issue or subsequent to the issue which may affect the issue or the Investors decision to invest continue to invest in the debt securities
Directors of the Company represent that there have been no material developments at the time of issue or subsequent to the issue which would materially and adversely affect or are likely to affect the business of the Company or the value of its assets or its ability to pay its liabilities
OTHER INFORMATION AND ISSUE PROCEDURE
The Debentures being offered as part of the Issue are subject to the provisions of the Act the Memorandum and Articles of Association of the Issuer the terms of this Information Memorandum Disclosure Document Application Form and other terms and conditions as may be incorporated in the Debenture Trust Deed and other Security Documents
Issue of Debentures in Dematerialised Form The Debentures will be issued in dematerialized form The necessary arrangements are being made with the Depositories for the issue of the Debentures in dematerialised form Investors will have to hold the Debentures in dematerialised form as per the provisions of Depositories Act 1996 The Company shall take necessary steps to credit the Debentures allotted to the depository account of the Investor
Trustee for the Debenture holder(s) The Issuer has appointed ILampFS Trust Company Limited to act as trustee for the Debenture holder(s) The Issuer and the Debenture Trustee intend to enter into the Debenture Trust Deed inter alia specifying the powers authorities and obligations of the Debenture Trustee and the Issuer The Debenture Trustee shall act based on the provisions of the Debenture Trust Deed The Debenture Trustee will at all times protect the interest of the Debenture holder(s) in accordance with the Debenture Trust Deed
Resignation and Removal of Debenture Trustee The Debenture Trustee and the Company declares that they shall not revoke the Trust hereby declared till the Debentures are redeemed in full The Debenture Trustee may at any time without assigning any reason and without being responsible for any loss or costs occasioned thereby resign as the Debenture Trustee provided that they shall continue to act as Debenture Trustee until a successor trustee is appointed by the Company The Debenture Trustee may also be removed by majority Debenture holders without assigning any reason as per Debenture Trust Deed
Sharing of Information The Issuer may with the written consent of the Debenture holder(s) exchange share or part with any financial or other information about the Debenture holder(s) available with the Issuer with its subsidiaries and affiliates and other banks financial institutions credit bureaus agencies statutory bodies as may be required
Debenture holder not a Shareholder Subject to the Debenture Trust Deed the Debenture holder(s) shall not be entitled to any right and privileges of shareholders other than those available
to them under the Act The Debentures shall not confer upon the Debentt5~r)(~IifI~
holders the right to receive notice(s) or to attend and to vote at any ge111- ~~ meeting(s) of the shareholders of the Issuer (5[ )~
r-)e i3 gt ~
Page 35 of 60--gt
Modification of Debentures or Information Memorandum Disclosure Document The Issuer may make modifications in the Information Memorandum Disclosure Document only upon receiving consent from the Debenture Trustee who in turn shall seek approval from majority Debenture holder(s)
Notices Any notice may be served by the Issuer upon the Debenture holders through post email fax or personal delivery addressed to such Debenture holder at his her registered address and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof All notice(s) to be given by the Debenture holder(s) shall be sent by post or email or fax or by hand delivery to the Issuer or to such persons at such address as may be notified by the Issuer from time to time through suitable communication and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof or at the expiry of the 3 rd day from the date such notice is dispatched whichever is earlier All correspondence regarding the Debentures should be marked Private Placement of Debentures
All notices from the Issuer shall be sent to the Debenture Trustee with copies to the Debenture Holders All notices to be sent by the Debenture Trustee to the Issuer andor the Promoters shall first be sent to the Debenture Holders for Debenture Holder Approval in terms of the Debenture Trust Deed The Debenture Trustee shall ensure and procure that any notice received by the Debenture Trustee from the Issuer andor the Promoters is shared by the Debenture Trustee with all the Debenture Holders of the Issuer within a period of 2 (two) Business Days from the date of receipt of such notice and in every event before the Debenture Trustee responds to such notice
Issue Procedure Only Eligible Investors as given hereunder may apply for the Debentures by completing the application form in the prescribed format as attached in Annexure 7 (Application Form) in BLOCK LETTERS in English as per the instructions contained therein The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the Application Form No application can be made for a fraction of a Debenture Application Forms should be duly completed in all respects and applications not completed in the said manner are liable to be rejected
The name of the applicants bank type of account and account number must be duly completed by the applicant This is required for the applicants own safety and these details will be printed on the refund orders and interest redemption payments c~~ F~~~gt
~ll ~~
~( ~ )~~Jy 11 ~
~ ~
Page 36 of60-~-~ ~
The Application Form must be accompanied by either demand draft(s) or cheque(s) drawn or made payable in favour of the Issuer or otherwise as may be set out in the Application Form and crossed Account Payee Only Cheque(s) or demand draft(s) may be drawn on any bank including a coshyoperative bank which is a member or a sub-member of the New Delhi Bankers Clearing House located If permitted the applicant may transfer payments required to be made in relation to any by electronic transfer of fundsRTGS to the bank account of the Issuer as per details mentioned in the Application Form
Application Procedure Eligible Investors will be invited to subscribe by way of the Application Form prescribed in the Information Memorandum Disclosure Document during the period between the Issue opening date and the Issue closing date (both dates inclusive)
Fictitious Application As a matter of abundant caution and although not applicable in the case of debentures attention of applicants is specially drawn to the provisions of sub-section (I) of Section 68A of the Act
Any person who (a) makes ina fictitious name an application to a company for acquiring or subscribing for any shares therein or (b) otherwise induces a company to allot or register any transfer of shares therein to him or any other person in a fictitious name shall be punishable with imprisonment for a term which may extend to five years
Basis ofAllotment The Investors will be required to remit the funds as well as submit the duly completed Application Form along with other necessary documents to Issuer by the Deemed Date of Allotment Deemed Date of Allotment for the Issue is 23-10-2013 by which date Investors would be intimated of allotment
Record Date The date falling seven days prior to the Due Date or if it happens to be a holiday then the immediately succeeding Business Day shall be the Record Date
Eligible Investors Only those Investors who have been addressed through a communication directly are eligible to apply No other Investor can apply All Investors are required to comply with the relevant regulationsguidelines applicable to them for investing in this issue of Debentures
Note Participation by potential Investors in the issue may be subject to statutory andor 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 ~egulatory requirements applicable t them inclu~i~~lctUi~ exchange controls and other requIrements Applicants ought to seek Independent l~~ -~lti and regulatory advice in relation to the laws applicable to them rtf ~t
Page 37 o~-) ~~
Application under Power of Attorney Original power of attorney or the relevant authority together with its certified true copy as the case may be along with the names and specimen signatures of all the authorized signatories and the tax exemption certificate document if any must be lodged at time of submission of the completed Application Form Further modifications additions in the power of attorney or authority should be notified to the Company at its registered office
Procedure for applying for Dematerialised Facility
I The applicant must have at least one beneficiary account with any of the Depository Participants of NSDLCDSL prior to making the application
2 The applicant must necessarily fill in the details (including the beneficiary account number and Depository Participants ID) appearing in the Application Form under the heading Details for Issue of Debentures in ElectronicDematerialised Form
3 Debentures allotted to an applicant will be credited directly to the applicants respective beneficiary account(s) with the Depository Participants
4 For subscribing to the Debentures names in the Application Form should be identical to those appearing in the account 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 in the Depository
5 Non-transferable allotment advicerefund orders will be directly sent to the applicant by the Registrar and Transfer Agent to the Issue
6 If incompleteincorrect details are given under the heading Details for Issue of Debentures in ElectronicDematerialised 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
7 For allotment of Debentures the address nomination details and other details of the applicant as registered with hisher DP shall be used for all correspondence with the applicant The applicant is therefore responsible for the correctness of hisher demographic details given in the Application Form vis-a-vis those with hisher Depository Participant In case the information is incorrect or insufficient the Issuer would not be liable for the losses if any
8 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 t- ~gti)L~-~(i ~page380~ ~
~nmiddotmiddotmiddotmiddot-middotmiddotmiddotmiddot ~lt---plusmn
Documents to be provided by Eligible Investors
Investors need to submit the following documentation as applicable
Memorandum and Articles of Association or other constitutional documents
Resolution power of attorney authorising investment
Specimen signatures of the authorised signatories duly certified by an appropriate authority
bull SEBI registration certificate (if applicable)
Copy ofPAN Card to be submitted
bull Application fonn (including RTGS details)
Mode of Payment All payments must be made through cheque(s)draft(s)transfersRTGS as set out in the Application Form
Depository Arrangements The Company has appointed Skyline Financial Services Private Limited as the Registrar and Transfer Agent for the present Issue and the Company shall make necessary depository arrangements with CDSL and NSDL for issue and holding of Debentures in dematerialised form
List of Beneficiaries The Issuer shall request the Depositories to provide a list of beneficiaries as at the end of the relevant Record Date This shall be the list which will be used for payments of interest or repayment of redemption monies or any other amounts payable on the Debentures as the case may be
Effect of Holidays Should any of the dates defined above or elsewhere in this Information Memorandum Disclosure Document (except the Deemed Date of Allotment) fallon a day other than a Business Day the immediately succeeding Business Day shall be considered as the effective date(s) In case Record Date book closure date falls on a day other than a Business Day the Business Day the succeeding day shall be the record date book closure date
Tax Deduction at Source Tax as applicable under the Income Tax Act 1961 or any other statutory modification or re-enactment thereof will be deducted at source on the interest payable on the Debentures Tax exemption certificatedocumentform under section 193 of the Income Tax Act 1961 if any must be lodged at th~ Registered Office of th~ Issuer at least fiftee~~~middot(iJ2~~ (15) days before the relevant mterest payment becommg due (~ 1
i t IJ W7i$0 ~---Page 39 of 6O____~ti-----
Letters of Allotment The Issuer shall issue a Letter of Allotment to each Debenture holder on the Deemed Date of Allotment The Debentures will be subsequently credited in dematerialised form within 2 (two) Business Days from the Deemed Date of Allotment
Deemed Date of Allotment All the benefits under the Debentures will accrue to the Debenture holders from the date of receipt of the application monies The actual allotment may take place on a date other than the Deemed Date of Allotment
Refunds For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within seven days from the Deemed Date of Allotment of the Debentures 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
Joint Holders Where two or more persons are holders of any Debenture(s) they shall deem to hold the same as joint tenants with benefits of survivorship
Mode of Transfer Debentures shall be transferred subject to and in accordance with the rules procedure as prescribed by the NSDL CDSL Depository participant of the transferor transferee and any other applicable laws and the rules notified in respect thereof 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 Transferor shall give delivery instructions containing details of the transferees DP account in his depository participant
Succession In the event of demise of Debenture holder the Company will recognize the executor or administrator of the deceased Debenture holder or the holder of succession certificate or other legal representative as having title to the Debentures The Company shall not be bound to recognize such executor administrator or holder of the succession certificate or other legal representatives as having title to the Debentures unless such executor or administrator obtains probate or letter of administration or such holder is the holder of succession certificate or other legal representation as the case may be from a competent Court in India having jurisdiction over the matter The Company may in their absolute discretion where it thinks fit dispense with production of probate or letter of administration or succession ~--~gt
l
certificate or other legal representation in order to recognize such holder ~1 ~)t)
Page 40 of6~ Vv pound ~o-middot~-
bull ~f V
being entitled to the Debentures standing in the name of deceased Debenture holder on production of sufficient documentary proof or indemnity
Nomination In the event of however a deceased Debenture holder(s) having nominated any person entitled to be registered as the Debenture holder in the event of his death such nominee shall be registered as the Debenture holder in place of the deceased Debenture holder
Page 41 of 60 shy
OTHER REGULATORY AND STATUTORY DISCLOSURES
Stock Exchange Disclaimer Clause It is to be distinctly understood that filing of this Information Memorandum Disclosure Document with the Stock Exchange should not is any way be deemed or construed that the same has been cleared or approved by the Stock exchange The Stock Exchange does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue has been made or for the correctness of the statements made or opinions expressed in this Information MemorandumDisclosure Document
Listing Disclaimer The Debentures are proposed to be listed on the Wholesale Debt Market segment of the BSE The Company shall comply with the requirements of the listing agreement to the extent applicable to it on a continuous basis and shall complete all formalities relating to listing of the Debentures
Companys Disclaimer Clause The Company certifies that the disclosures made in this Information MemorandumDisclosure Document are generally adequate and III
conformity with SEBI Regulations Further the Company accepts no responsibility for statements made otherwise than in the Information MemorandumDisclosure Document or Security Documents or any other material issued by or at the instance of the Company and anyone placing reliance on any source of information other than this Information Memorandum Disclosure Document and the Security Documents would be doing at their own risk and the Company will not be liable for such reliance
Issue of Debentures in Dematerialised Form The Debentures will be issued only in dematerialized form The Issuer has made arrangements with the Depositories for the issue of the Debentures in dematerialized form Investors will have to hold the Debentures in dematerialized form as per the provisions of Depositories Act 1996
Consents ILampFS Trust Company Limited has given its written consent for its appointment as debenture trustee to the Issue under Regulations 4(4) of the SEBI Regulations and inclusion of its name in the form and context in which it appears in this Information Memorandum Disclosure Document __
4ti)~ ~ A )ro)
C
Page 42 of60
ANNEXURE 1 SUMMARY TERM SHEET
--------------------------------------------------------------------------- shyIssuer Orris Infrastructure Private Limited
Instrument Secured Cumulative Redeemable Non-Convertible Debentures
Total number of 200 NCDs Face Value ~ 10000000- (Rupees One Crore only) per Debenture
Issue Size ~ 2000000000- (Rupees Two Hundred Crores only)
Issue Price At its face value ie ~ 10000000- (Rupees One Crore only) per Debenture
Mode of Private Placement Placement Object of the The proceeds from the issue shall be utilized for the general Issue corporate purposes of the Company
Form of listed Dematerialised issuance Deemed Date of 23-10-2013 or any other date as decided by the Issuer Allotment
Tenor 48 (forty eight) months from the Deemed Date of Allotment
Redemption After expiry of the Moratorium Period the Issuer shall redeem the Debentures in equal monthly installments over a period of 33 (thirty three) months on each Due Date subject to premature redemption as permitted under the Debenture Trust Deed
Moratorium Period of 15 (Fifteen) months from the Deemed Date of Allotment Period Interest Rate Interest will be payable at the interest rate of 20 (Twenty percent)
per annum payable monthly on the Outstanding Amounts as per the Payment Schedule (refer Annexure 2 to this Information Memorandum Disclosure Document)
The first installment for interest payment shall also include an additional amount equivalent to 125 (one point two five percent) of the issue size (excluding any applicable taxes) to the Debenture holders in proportion to the Debentures held by them
Market Lot One (1) Debenture
Minimum Application
Early Repayment
Escrow Mechanism
------shy
Subject to the conditions specified in the Debenture Trust Deed (Premature Redemption) the Issuer shall have a onetime option to prematurely redeem in a single tranche and not exceeding 25 (twenty five) of the outstanding Debenture Principal Amount at any time after expiry of the 24 (twenty four) months from the Deemed Date of Allotment till the expiry of 30 (Thirty) months of the Deemed Date of Allotment (Premature Redemption Period) The Premature Redemption shall be exercised in a single tranche and shall be subject to fulfillment of each of the following conditions that the Company prematurely redeems Debentures equivalent to an amount in the multiples of ~ 50000000- (Rupees Five Crores Only) with the minimum amount being ~ 150000000- (Rupees Fifteen Crores Only) for redemption in excess of the amounts permitted for Premature Redemption as specified above the Issuer shall pay a premature redemption premium of 2 (two percent) on the amount being redeemed and paid by the Issuer plus applicable service tax or other statutory levy if any subject to deduction of income tax at the rate prescribed under the Income Tax Act 1961 (Premature Redemption Premium) subject to the Escrow Mechanism below the Issuer shall have the option to prematurely redeem the Debentures after the expiry of the Premature Redemption Period without paying any Premature Redemption Premium provided such amounts are in accordance with sub-clause (a) above and any redemption of Debentures by the Issuer in accordance with this Deed shall be proportionate redemption of all the Debentures together through reduction in face value of each Debenture Further the redemption of the Debentures may be carried out in accordance with the Escrow Mechanism mentioned below
All receivables from the Project will be deposited by the Company in an Escrow Account All monies deposited in the Escrow Account shall be utilized in following order Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal with respect to the Debentures Only upon satisfaction of the requirement of (1) and (2) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account towards withdrawal of upto ~ 900000000 (Rupees Ninety Crores only) by the Company After withdrawal of ~ 900000000 (Rupees Ninety Crores only) by the Company
Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal witl]_x~secttyct to
-_8f~~the Debentures (f~X-~~~
~ ) Page 44 amp1 ~____~i
--------------------------------------- -- -------------
Debt Service Reserve Account (DSRA)
Put Option
Issue open on
Issue closed on
Basis for Interest calculation
Listing
Depository
Credit Rating
Security
Only upon satisfaction of the requirement of (a) and (b) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account 60 (Sixty percent) of any further monies in the Escrow Account shall be used to accelerate the redemption of the Debentures and the remaining 40 shall be withdrawn by the Company
Shall mean an amount being not less than ~ 60000000 (Rupees Six Crores only) to be maintained by the Company in the Escrow Account at all times
In the event of a default as defined iIi the Debenture Trust Deed the Debenture Trustee (on instructions from the Debenture holders) can exercise a put option on the Promoters to buy back the entire outstanding Debentures
04-10-2013 or any other date as decided by the Issuer
23-10-2013 or any other date as decided by the Issuer
Interest payable on the Debentures shall accrue on a day to day basis and shall be computed on the basis of 365 (Three Hundred Sixty Five) days divided equally for each of the twelve calendar months
At the WDM segment of the BSE
NSDL and CDSL
ICRA B+ by ICRA Limited
The Debentures together with any interest accrued thereon and outstanding amounts Debenture Trustees remuneration and all costs charges expenses and all other monies due in respect of the Debentures shall be secured by
First and exclusive charge on all Project Receivables through the Deed of Hypothecation together with the Escrow Agreement and such charge will be superior to any other claims on the Project Receivables First and exclusive charge on all amounts lying to the credit of the Escrow Account under the Deed of Hypothecation First and exclusive charge by way of equitable mortgage on the Commercial Property (Mortgaged Property) through execution of a registered Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property in favour of the Debenture Trustee together with a declaration cum undertaking from CDPL declaring the creation of mortgage by deposit of titly-~Si~6d~~ the
I-SI ~~
Page 4~60
----------------------------------------------------------------------------------Commercial Property in terms of the memorandum of entry Equitable mortgage and exclusive charge over FSI equivalent to 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of the Commercial Project together with all the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
Exclusive charge over all the rights title interest benefits claims demands of any nature whatsoever of the Company under andor in respect of the CDPL Collaboration Agreements for development and construction of the Commercial Colony and the entire FSI in the Commercial Project along with proportionate undivided interest in the underlying land and without limitation the following the right to compel performance thereunder and to substitute or be substituted for the Company thereunder and to substitute and be substituted thereunder for the Company thereunder and to commence and conduct either in the name of the Company or in its own name or otherwise any proceedings against any person in respect of any breach of the CDPL Collaboration Agreements and all claims of the Company including in any proceedings against all or any such persons to any amounts owing to or received by the Company thereunder and the rights and benefits of all Approvals to the extent capable of assignment together with the right to further assign any of the CDPL Collaboration Agreements and such Approvals to any Person Pledge of shares representing the entire issued and paid up share capital of CDPL under the Deed of Pledge Personal Guarantee of Sh Vijay Gupta Sh Amit Gupta and Smt Kusum Gupta and Cheques
Security Creation The Security shall be created in the favour of the Debenture Trustee on or before the Deemed Date of Allotment
Representation The representations and warranties of the Company will be set out and Warranties in the Debenture Trust Deed
Event ofDefault All events of default as set out in the Debenture Trust Deed
Upon occurrence of such event of default Debenture Trustee shall (on instruction from the Debenture holders) issue a written notice of default to the Company and grant to the Company a cure period in accordance with the terms of Security Documents
The consequences of an event of default shall be governed_lgtY the provisions in the Security Documents and shall inclu9~~ayfu~i1t of
default interest and enforcement of the Security in the manner specified In the Security Documents including appointment of nominee director(s)
Default Interest An additional interest of 4 pa (four percent per annum) over and Rate above the Interest Rate (as defined hereinafter) (viz the default
interest rate shall be 24 (twenty four percent) payable in relation to the Debentures and the Outstanding Amounts payable In accordance with Security Documents
Registrar and Skyline Financial Services Private Limited Transfer Agent
Compliance All provisions clauses regulations specified by GOISEBIRoCBSE with respect to issue and listing of Redeemable and Secured Non-Convertible Debentures shall be complied with by the Company
Assignment Each Investor may transfer or dispose a part or the whole of its Transferability Debentures without the Companys consent
Governing Law The governing law will be the laws of India and the parties submit to and Jurisdiction the exclusive jurisdiction of the courts in Delhi
~-~---~-~
u c tL ~If) -~~-J bull (
Page 47 of60
ANNEXURE 2 PAYMENT SCHEDULE
Due date
Month 0
Last Day ofMonth 1
Last Day ofMonth 2
Last Day ofMonth 3
Last Day ofMonth 4
Last Day ofMonth 5
Last Day ofMonth 6
Last Day of Month 7
Last Day ofMonth 8
Last Day of Month 9
Last Day of Month 10
Last Day of Month 11
Last Day of Month 12
Last Day of Month 13
Last Day of Month 14
Last Day ofMonth 15
Last Day of Month 16
Last Day of Month 17
Last Day of Month 18
Last Day ofMonth 19
Last Day ofMonth 20
Last Day of Month 21
Last Day of Month 22
Last Day ofMonth 23
Last Day of Month 24
Last Day ofMonth 25
Last Day of Month 26
Last Day ofMonth 27
Outstandino D b t b
e en nre1 su )scrIptlOn amount
I dat mont I en
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
1939393939
1878787879
1818181818
1757575758
1696969697
1636363636
1575757576
1515151515
1454545455
1393939394
1333333333
1272727273
I nterest
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
32323232
31313131
30303030
29292929
28282828
27272727
26262626
25252525
24242424
23232323
22222222
Debenture Payment to I t D b tSll )SCrIP Ion e en nre
t H Idamoun 0 ers
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
60606061 93939394
60606061 92929293
60606061 91919192
60606061 90909091
60606061 89898990
60606061 88888889
60606061 87878788
60606061 86868687
60606061 85858586
60606061 84848485
60606061 83838384
60606061 8~~3 j()gt t~( S( )Page48~60
-
Due date su
Last Day of Month 28
Last Day of Month 29
Last Day of Month 30
Last Day of Month 31
Last Day ofMonth 32
Last Day of Month 33
Last Day of Month 34
Last Day of Month 35
Last Day of Month 36
Last Day of Month 37
Last Day of Month 38
Last Day of Month 39
Last Day of Month 40
Last Day of Month 41
Last Day of Month 42
Last Day of Month 43
Last Day of Month 44
Last Day ofMonth 45
Last Day of Month 46
Last Day of Month 47
Last Day of Tenor
Outstandino D b t b
b ~ t~n ure t SCrIp Ion amoun
t th da mon en
1212121212
1151515152
1090909091
1030303030
969696970
909090909
848484848
787878788
727272727
666666667
606060606
545454545
484848485
424242424
363636364
303030303
242424242
181818182
121212121
60606061
Debentme Payment to Interest subscription
t amoun Debenture
H ld0 ers
21212121 60606061 81818182
20202020 60606061 80808081
19191919 60606061 79797980
18181818 60606061 78787879
17171717 60606061 77777778
16161616 60606061 76767677
15151515 60606061 75757576
14141414 60606061 74747475
13131313 60606061 73737374
12121212 60606061 72727273
11111111 60606061 71717172
10101010 60606061 70707071
9090909 60606061 69696970
8080808 60606061 68686869
7070707 60606061 67676768
6060606 60606061 66666667
5050505 60606061 65656566
4040404 60606061 64646465
3030303 60606061 63636364
2020202 60606061 62626263
1010101 60606061 61616162
The interest payment on the first Due Date shall vary depending on the date onwh~h the
application monies for Debentures arc received til 1~~1
1bull kAij~ lt laquo~~gt ~
-
--
Page 49 of60
ANNEXURE 3
UNDERTAKING BY THE COMPANY
The Company undertakes that bull In the event the Debentures are issued in physical form the Company
shall use a common form of transfer
bull It will provide on a half yearly basis a compliance certificate duly certified by the Debenture Trustee to the Debenture holders in respect of compliance with the terms and conditions of Issue as contained in this Information Memorandum Disclosure Document and
bull Every credit rating obtained shall be periodically reviewed by the Credit Rating Agency and any revision in the rating shall be promptly disclosed by the Company to the Stock Exchange Any change in rating shall be promptly disseminated to Debenture holders and prospective Investors in such manner as the BSE may determine from time to time All information and reports on the Debentures including compliance reports filed by the Company and the Debenture Trustee shall be disseminated to the Debenture holders and the general public by placing them on the website of the Company and shall through the Debenture Trust Deed request the Debenture Trustee to place the same on its website
bull The above Information Memorandum Disclosure Document IS
compliant with all disclosures required to be made for listing of senior non-convertible debentures on a private placement basis on a recognized stock exchange as specified in Schedule I under Regulation 21 of the Securities and Exchange Board of India (Issuing and Listing of Debt Securities) Regulations 2008
laquo~~(~I0~~ For o~InCr ~cture Private Limited
~~WIVijay~
(Chairman)
Page 50 of60
ANNEXURE 4
CREDIT RATING LETTER FROM ICRA LIMITED
Ie R A Limited
Ref DRAT2013-140-362
Mr Sanjay Aggarwal VP - Accounts amp raxation Orris Infrastructure Private Limited J-105 DLF Phase -II MG Road Gurgaon - 122002 Haryana
May 21 2013
Dear Sir
Rc ICRA-assigned Credit Rating for Rs 200 crore NCD Programmc of Orris Infrastructurc l)rivate Limited (instrument details in Annexure)
Please refer to your Rating Requisition dated May 112013 and the subsequent Rating Agreement of May 162013 for carrying out the rating of the aforesaid Bond Programme The Rating Committee
of ICRA after due consideration has assigned a [ICRAIB+ (pronounced as ICM B plus) rating
to the captioned Bond Programme
We would appreciate if you can sign on the duplicate copy of this letter and send it to us within 7
days from the date of this letter as confirmation about the use of the assigned rating The rationale
for assigning the above rating will be sent to you on receipt of your confirmation about the use of our rating as above Any intimation by you about the above rating to any BankerLending
AgencyGovernment AuthoritiesStock Exchange would constitute use of this rating by you
This rating is specific to the terms and conditions of the proposed issue as was indicated to us by you
and any change In the tenns or size of the issue would require the rating to be reviewed by us If
there is any change in the terms and conditions or size of the instrument rated as above the same must be brought to our notice before the issue of the instrument If there is nny such change after the
rating is assigned by us and confirmed to use by you it would be subject to our review and may result in change in the rating assigned
ICRA reserves the right to suspend withdraw or revise the above at any (ime on the basis of new information 01 unav~ilability of information or such other circumstances which ICRA believes may
have an impact on the rating assigned to you
The rating as aforesaid howeVer should not be treated as a recommendation to buy sell or hold the
bonds to be issued by you If the instrument rated as above is not issued by you within a period of 3
BuUding No 5 2 Floor TeL + 91 - 124 - 4545300 wOiosite wwwicraJn Tower A DLF cyber City Fax + 91 - 124 - 4050424 email infoicralndiacom Phase ll Gurgaon 122002
Regd Office 1105 Kailash Building 11 Floor 26 Kastuma Gandhi Marg NeW Delhi - 110001
RATING RES EAR eli INFORMATION
months from the date of this letter communicating the rating the same would stand withdrawn unless
revalidated before the expiry of 3 months
You arc required to forthwith inform us about any default or delay in repayment of intcrest or
principal amount of the instrument mtcd as above or any other debt instruments borrowing Y nu are also required to keep llS forthwith informed of any other devclopments which may have a direct
or indirect impact on the debt servicing capability of the company including any proposal for reshy
schedulement or postponement of the repayment programmes oCthe dues debts of the company with
any lendcr(s) investor(s)
You are required to inform us immediately as and when the borrowing limit for the instrument rated
as above or as prescribed by the regulatory authority (ies) is exceeded
We thank you for your kind cooperation extended during the course of the rating exercise Should
you require any clarification please do not hesitate to get in touch with us
With kind regards
Yours sincerely
for IeRA Limited
-- Iobit Inamdar S (Senior Vice President) (Analyst)
Page 52 of60
Annexure
Details of the bank limits rated by leRA (Rated on long term seale)
Page 53 of60
I eRA limited AIIA~fIiI ofMoltldyIInvllllttmI ~
Ref DRATfl013middot140middot3611
Date August 222013
MI Sanjay AggarwaJ VP - Accounts amp Taxation Orris Infrastructure Private Limited JmiddotIO5 DLF Phasemiddotll MG Road Gurgaonmiddot J22002 Haryana
Dear Sir
Re leRA ruting for Rs 2000 crote NCD Progrumme of Orris Infrastructure Private Umlted
This is with reference to your letter dated August 9 2013 for re-validating your rating for the Rs 200 erore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Boods programme ofyour company and last communicated to you vide QuI letter dated May 212013 stands The other terms and conditions for the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DlRAT12013middot 1410-362 dated May 2013 stands
With kind regards For lCRA Limited
(Senior Vice President)
T~middot + 91middot 124 bull ~ website VWW bulliCfSio fw + 91 124 -~ email info~middoticralndiagtcom
Page 54 of60
Ie R A Lim
Ref DfRAT2013-14O-364
Date October 03 2013
Mr Sanjay Aggarwal VP - Accounts amp Taxation Orris Infrastructure Private Limited J-105 DLF Phasemiddotmiddotll MG Road Gurgaon - 122002 Haryana
Dear Sir
Re ICRA rating for Rs 2000 crOTe NCD Programme of Orris Infrastructure Private Limited
This is with reference to your letter dated September 03 2013 for re-validating your rating for the Rs 200 crore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Bonds programrne of your company and last conununicated to you vide our letter dated August 22 2013 stands The other terrns and conditions fur the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DRATI2QI3middot 14()362 dated May WI3 stands
With kind regards For [eRA Limited
Vi (Senior Vice President)
Buildlng No 2 Iloot Tel + 81 124 - 4545300 websf1e WWWJCf8D
Tower A Cyber Oily Fax + 91 124 bull 4000424 ilImaH lnfoicralfldliLcof1
Phase II Gurgaonmiddot 1~
Regd Offictl noo iltailash Building i 1 Floor 26 KDtwoo Qandhi Marg New Delhi bull 110001
RATING RES EAR C H INfORMATION
Page 55 of60
ANNEXURE 5
CONSENT LETTER FROM DEBENTURE TRUSTEE
Ref No 1750 ITCL JUtmiddots I ru~1 Company Limilt~d
September 30 2013
Orris Infrastructure Private limited (Company) Jmiddot105 OLF PhaSe - 11 MG Road Gurgaon 122002
Kind Attention Mr Vljay Gupta Director
Sub listed Secured Redeemable Non Convertible Debentures (NCDs) aggregating to Rs 200 crs proposed to be issued by the Company on private placement basis
Dear Sirs
This is with reference to our discussion regarding appointment of ILampFS Trust Company limited (ITCL) as Debenture Trustee for the proposedlssue of listed Secured Redeemable NCDsof Rs 1 crore each aggregating to Rs 200 crs to ~ issued by the Company on private placement basis In this regard VIle do hereby give out consent to act as the Debenture Trustee subject to the Company agreeing to the following conditions
1 The Company agrees and undertakes to create the securities over such terms and conditions as detai~d in the signed Information Memorandum as submitted to us and execute the Debenture Trust Deed and other necessary security documents as required
2 The Company agrees amp undertakes to pay Debenture Trustees so long as they hold the office of the De~nture Trustee remuneration as stated in appointment letter dated July 30 2013 for the services as Debenture Trustee in addition to all legal travelling and other costS charges and expenses which the Debenture Trustee or their officers employees or agents rnayiocur in relation to execution of the Debenture Trust Deed and all other documents affecting the Security till the monies in respect of the Debentures have been fully paid-off and the requisite formalities for satisfaction of charge in aU respects have been complied with
3 The Company agrees ft undertakes to comply with the provisions of SEal (Debenture Trustees) Reguliltions 1993 SE61 (Issue and Listing of Debt Securitles) Regulations 2008 SEBICircutar No$EaIIlMOOfgtl1Sondl2oo911 105 dated 11052009 on Simplified Listing Agreement for Debt Securities read with the SEBl Circular No SEBIIIMDDOF-1 tBONDlClr-5120o9 dated the 16th November 2009 the Companies Act 19l)6 ilnd other applicable proviSions I circulars guidelines etc as applicable and amended from time to time and agrees to furnish to Trustees such information in terms of the same on regular basis
Sincerely For ILftFS Trust Company lilDi~d
lL__~~ ~ ~ ~~~ --- ~
Authorized Signatory
lUfFS Finru1 Centre PloINo C 22 G Block 5th Floor Bjr Kurio Complex Bandra (Eastl Mumbamiddotmiddot 40(K)SI INDIA
Bangalor( Office ILEtFSTru1 (ompally Ltdbull ALmiddotLalheef 151 Floor No 2Unioll Slreet Offlnanlry Raad Banglore 5hlX)OI INDIA
New Delhi Offire ILftFSTrusl (ompY tId Amiddot26a lsI Ploor Bhishm Pithamah Marg DefencfCoony New Delhi - 110024 INDIA
Kolkala Offilaquo ILftfSTrusl Company Ltd ILIIFS Constantia lnlflPor n Dr11 lIt Bramachari Street Kolkata bull 700017 INDIA
Page 56 of60
ANNEXURE 6
CONSENT LETTER FROM REGISTRAR AND TRANSFER AGENT i
Skyline Financial Serrr)ices Pvt Ltd SEBI REGISTERED CATEGORY1 REGk)IRARS ampSHARE TRANSfRAtgtENT D153A Ht Floor () nol Area Ph bullbullbullI New Dolhmiddot llO 020 1 9 middot1126812682 2S612~83 EmiddotmaI nOlltyhOaccrn tte-oSi$ wwwSiltyllnfHla_all1
August 29 2013
MrVlneel Kumar Gupta
Sr Manaler Secretarial
Orris InfraSlrucllJre Private Limited
Orris la M G Road
Gurgaoo - 1iG 002 (Hr)
Sub Consent to aet as Registrar to Issue and TfBllSfer Agent
DearSJr
Thls1s in reference 10 YOllr email datild AugJS1 29 2013 We hereby give our consent to act as 21
Registrar to IsSue and Transfer Agent for your propOSed issue of 1O - conveo1ibledebentures Of Rs
20000 Crore (jl1d our name IS Registrar to i$sueandShare Transfer agent may please be included in
Thanking you Y()ursfailhfufy
Vice- President
Page 57 0[60
--
-------
ANNEXURE 7
APPLICA TION FORM
ORRIS INFRASTRUCTURE PRIVATE LIMITED Registered Office RZ-D-5 Mahavir Enclave New Delhi 110045
Corporate Office 1-105 DLF Phase II Mehrauli Gurgaon Gurgaon -122002
Application No ___ Date
Dear Sirs
VWe have read and understood the terms and conditions of issue by Orris Infrastructure Private Limited of senior secured cumulative redeemable Non-Convertible Debentures of face value ~ 10000000 (Rupees One Crores only) having a coupon rate of 20 pa on a private placement basis on the face value aggregating to ~ 2000000000- (Rupees Two Hundred Crores only) (Debenture) contained in the Information Memorandum Disclosure Document dated __2013 VWe bind ourselves to the terms and conditions as contained in the Information Memorandum Disclosure Document and wish to apply for allotment of these Debentures The amount payable on application as shown below is remitted herewith On allotment please place myour name(s) on the Register of Debenture holder(s)
(Please read carefully the instructions on the next page before filling this form)
No of Debentures applied No in figures No in words for
Amount (~)
Detal s I 0 f payment ChequesDemand Date Drawn on Bank DraftlRTGS Details
Applicants Name amp Address in full (please use capital letters)
Pin Code Telephone I Fax Email
I Status Bankin~ Company ( ) Insurance Company ( ) Other ( ) (specify in case of others) Name of Authorized Signatory Designation Signatures Signatoty
Details of Bank Account Bank Name amp Branch Nature ofAccount Account No IFSCINEFT Code middot)---~1
-- --
Depository Details
I1We the undersigned want to hold the Debentures of the Company in the dematerialised fonn Details of myour Beneficiary Account are given below
Depository Participant Name - shy
DPID
Beneficiary Account Number shy
Name of the Applicant
() II We understand that in case of allotment of Debentures to my lour Beneficiary Account as mentioned above would be credited to the extent of Debentures allotted
Taxpayers PAN I GIR No IT CircleIW ardlDistrict ( ) Not Allotted
Tax Deduction Status () Fully ( ) Tax to be ()Yes ONo Exempt deducted at
Source
I1We hereby understand that the Company has not provided and will not provide any material or other infonnation regarding the Debentures except as included in the Infonnation Memorandum Disclosure Document
Signature of the Applicant _________________(Tear here)__________
ACKNOWLEDGEMENT SLIP
Application No Date -- shyReceived From
1shy----------------------~
By ChequelDemand DraftlRTGS No
drawn on towards application for ______ Debentures (Chequesl Demand Drafts are subject to realisation)
For Orris Infrastructure Pvt Ltd
For all further correspondence please contact INFRASTRUCTURE PRIVATE LIMITED Tel +91 124-4979200
Page 59 of60
10
INSTRUCTIONS
You must complete application in full in BLOCK LETTERS IN ENGLISH
2 Your Signatures should be made in English or in any of the Indian languages
3 Application forms duly completed in all respects together with high value Cheques Pay Order Demand Drafts must be lodged at the Orris Infrastructure Private Limited Corporate Office (as provided above)
4 Payments through RTGS shall be made as follows
Beneficiary Account name Orris Infrastructure Private Limited IFSC Code UTIB0000056 Bank Account No 056010200015303 Bank Axis Bank Ltd Branch Sec-14 Gurgaon
5 The Cheque(s)Demand Draft(s) of high value clearing zone should be drawn in favour of ORRIS INFRASTRUCTURE PVT LIMITED and crossed Ale payee only Cheque(s)Demand draft(s) may be drawn on any scheduled bank and payable at Delhi
6 Mr Vineet Gupta as authorised representative of the Company will issue the Acknowledgement Slip (appearing below the Application Form) as acknowledgement of receipt of applications No separate receipt will be issued
7 You should mention your Permanent Account Number or the GIR number allotted under Income- Tax Act 1961 and the Income-Tax CirclelWardlDistrict In case where neither the PAN nor GIR number has been allotted the fact of non-allotment should be mentioned in the application form in the space provided
8 The application would be accepted as per the terms of the issue outlined in the Information Memorandum Disclosure DOC~fii
r1- -~0 gt tl~~ ~gt
j )j~ (~~ ~O
~ shy
Page 60 of60
IDEI Trusteeshi p services Limited
Secured Redeemable Optional Convertible Debentures of aggregate face value of
80000000 0- (Rupees Eighty Crore Only) on the face value (being 5000000shy(Rupees Fifty Lakhs only)) of each debenture
Qu art erly Co u po n Rat e of 55
The company shall be obliged to redeem the OCDs in four equal installment s starting from march 31 2014 over a period of 6 (six) financial quarters (the first such financial quarter ending on March 31 2014) such that the OCDs are completely redeemed on June 302015
(i) First sole amp exclusive charge by way of(a) equitable mortgage on the Mortgaged Security Property I and (b) equitable mortgage on the Mortgaged Security Property II
Mortgaged Security Property-I shall mean 23268 acres out of the larger property being the aggregate of 19218 acres (forming part of 25018 acres of land for which License is in place) and the 405 acres for which letter of intent is in place along with the proportionate floor space index and all present and future buildings and structures constructed thereon and all the rights title and interest of the Company and the concerned group housing project landowners over such property excluding 404 (four hundred and four) number of units constructedto be constructed over the aforesaid 19218 acres as more particularly detailed III the transaction documents
Mortgaged Security Property-II shall mean 696 acres out of the security property-II 1004 acres of acquired land in Sector 85 Gurgaon Haryana along with the proportionate floor space index and all present and future buildings and structures constructed thereon and all the rights title and interest of the Company and the concerned group housing project landowners over such property
(ii) first sole and exclusive charge on present and future basis by way of hypothecation on the relevant group housing _poject
-------------------------~----------~-----------------------------receivables from time to time and monies lying and credited into the escrow accounts at any point in time including any fIxed deposits created in accordance with the escrow account agreement out of such monies from time to time together with all and any interest accruing in respect thereof and
(iii) The issuance of personal guarantees by the Promoters in favour of IDBI guaranteeing the fulfIllment of the secured obligations
The NCD Series - I were fully redeemed on July 272013
2 Details of Unsecured Borrowings5
The unsecured loans of the Company outstanding as on March 31 2013 follows
(in ~)
Loan from Body Corporate Flair Exports Pvt Ltd Seh Realtors Pvt Ltd Citland Commercial and Credits Ltd Delhi Brass and Metal Works Pvt Ltd Span India Pvt Ltd Loan Directors Shareholders and their Relatives Amit Gupta-Loan Taken Vijay Gupta (Loan Taken) Amit Gupta (HUF) Green Bay Infrastructure Pvt Ltd Kusum Gupta Mamta Gupta Pooja Gupta Vijay Gupta(HUF)
5000000000 10000000000 16670000000 6670000000
11670000000
2850848000 7929999985
20000000 32146887100
2466000000 5625400000 3250000000
92100000
5 The figures are as per audited financial for the financial year ending March 31 2013
Page 300[60
3 Details of Bank Guarantee6
Bank Guarantee by the Company in respect of Orris Business Square - 95 Acres
ICICI Bank 1 Limited June 182010
Issued by ICICI Bank June 182010 and Valid till October 28 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 2 Bank Ltd Jan 03 2013
ICICI Bank 3 Limited February 232011
Director Town and Country Planning Chandigarh
Director Town and Country Planning Chandigarh Haryana State Pollution Control Board
62946450 October 282012
5938000 October 272014
3750000 February 222016
Bank Guarantee by the Company in respect of Carnation Residency Aster Court Aster Court premier amp Villas 33 -25018 Acres
Issued by ICICI Bank on September 232008 amendment dated September 102010 and valid till September 22 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 4 Bank Ltd September 222012
Issued by ICICI Bank on September 23 2008 amendment dated September 102010 and valid till September 22 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 5 Bank Ltd September 222012
Director Town and Country Planing Chandigarh 111524000
September 222014
Director Town and Country Planing Chandigarh
6 The figures are as per audited accounts for the financial year ending March 31 2013
Page 31 0[60
--
----- --- - shyIssued by ICICI Bank on December 16 2010 and expiry date is Dec 15 2015 but we close it Haryana with ICICI Bank and a State fresh guarantee was Pollution
ING Vysya issued by ING Vysya Control January 6 Bank Ltd bank on 23012013 Board 5000000 142016 Bank Guarantee by the Company in respect of Spring Homes middot10043 Acres
Director Town and Country
ING Vysya Planing September 7 Bank Ltd September 32012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 8 Bank Ltd September 3 2012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 9 Bank Ltd September 32012 Chandigarh 13112500 22016
Director Town and Country
ING Vysya Planing September 10 Bank Ltd September 32012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 11 Bank Ltd September 3 2012 Chandigarh 14752500 22016 Bank Guarantee by the Company in respect of Carnation Residency Aster Court Aster Court premier amp Villas 33 -405 Acres
Director Town and Country
ICICI Bank Planing August 71 12 Limited August 8 2011 Chandigarh 21632230 2015
Director Town and Country
ICICI Bank Planing August 7 13 Limited August 8 2011 Chandigarh
---shy5062~~t ~~015
6ltC [-I_i ~~-
I cel i Ieshy -
Note ~
10 Bank Guarantee of 35 Crore is issued by ING Vysya Bank 2 ING Vysya Bank has given counter guarantee against BG of 21632230
amp 5062500 issued for Aster Court Carnation Residency Aster Court Premier amp Villas 33 ING has given counter guarantee for 62946450 amp 3750000 issued for OB8
3 In OB8 all payment of EDC has been made so BG of 62946450 will be released which is already expired
4 Bank guarantee issued by ING Vysya bank is on 10 cash margin on fIxed deposit
5 Security offered against 35 Cr Bank guarantees issued by ING Vysya Bank is following
Orris HQ(J-I0S DLF Phase-II(Gurgaon)-Given as collateral security Janakpuri (C-3260 New Delhi)-Given as collateral security
4 Particulars of debt securities issued (i) for consideration other than cash whether in whole or in part (ii) at premium or discount or (iii) in pursuance of an option
The Company confIrms that save and except the following given below company has not issued any debt securities (i) for consideration other than cash whether in whole or in part (ii) at premium or discount or (iii) in pursuance of an option
bull NCD-I at discount
bull NCD-II at discount bull OCD in pursuance of an option
5 Servicing behavior on existing debt securities payment of due interest on due dates on term loans and debt securities
The Company hereby confIrms that
1 it has been servicing all its principal and interest on time and there has been no subsisting delay or default since its incorporation
Ii there is no subsisting default in repayment redemption of any of its borrowings nor has the Company affected any kind of roll over against any of its borrowings in the past
6 That the permissionconsent from the prior creditor for a second or pari passu charge being created in favor of the trustee to the proposed issue has been obtained
The existing mortgage over the Co~mercial Property s~all be ~leared~tT~l the Company and a no dues certifIcate shall be obtamed pnor ~~tMe -~0--o Deemed Date of Allotment Accordingly the Company hereby cott(rms 1
If) J -~ ~ 1( D gt~
Page 33 6 ~
that it does not require any consent permission to create security in relation to the Debentures as stipulated in this Information Memorandum Disclosure Document and the Security Documents
7 Any material eventdevelopment or change at time of issue or subsequent to the issue which may affect the issue or the Investors decision to invest continue to invest in the debt securities
Directors of the Company represent that there have been no material developments at the time of issue or subsequent to the issue which would materially and adversely affect or are likely to affect the business of the Company or the value of its assets or its ability to pay its liabilities
OTHER INFORMATION AND ISSUE PROCEDURE
The Debentures being offered as part of the Issue are subject to the provisions of the Act the Memorandum and Articles of Association of the Issuer the terms of this Information Memorandum Disclosure Document Application Form and other terms and conditions as may be incorporated in the Debenture Trust Deed and other Security Documents
Issue of Debentures in Dematerialised Form The Debentures will be issued in dematerialized form The necessary arrangements are being made with the Depositories for the issue of the Debentures in dematerialised form Investors will have to hold the Debentures in dematerialised form as per the provisions of Depositories Act 1996 The Company shall take necessary steps to credit the Debentures allotted to the depository account of the Investor
Trustee for the Debenture holder(s) The Issuer has appointed ILampFS Trust Company Limited to act as trustee for the Debenture holder(s) The Issuer and the Debenture Trustee intend to enter into the Debenture Trust Deed inter alia specifying the powers authorities and obligations of the Debenture Trustee and the Issuer The Debenture Trustee shall act based on the provisions of the Debenture Trust Deed The Debenture Trustee will at all times protect the interest of the Debenture holder(s) in accordance with the Debenture Trust Deed
Resignation and Removal of Debenture Trustee The Debenture Trustee and the Company declares that they shall not revoke the Trust hereby declared till the Debentures are redeemed in full The Debenture Trustee may at any time without assigning any reason and without being responsible for any loss or costs occasioned thereby resign as the Debenture Trustee provided that they shall continue to act as Debenture Trustee until a successor trustee is appointed by the Company The Debenture Trustee may also be removed by majority Debenture holders without assigning any reason as per Debenture Trust Deed
Sharing of Information The Issuer may with the written consent of the Debenture holder(s) exchange share or part with any financial or other information about the Debenture holder(s) available with the Issuer with its subsidiaries and affiliates and other banks financial institutions credit bureaus agencies statutory bodies as may be required
Debenture holder not a Shareholder Subject to the Debenture Trust Deed the Debenture holder(s) shall not be entitled to any right and privileges of shareholders other than those available
to them under the Act The Debentures shall not confer upon the Debentt5~r)(~IifI~
holders the right to receive notice(s) or to attend and to vote at any ge111- ~~ meeting(s) of the shareholders of the Issuer (5[ )~
r-)e i3 gt ~
Page 35 of 60--gt
Modification of Debentures or Information Memorandum Disclosure Document The Issuer may make modifications in the Information Memorandum Disclosure Document only upon receiving consent from the Debenture Trustee who in turn shall seek approval from majority Debenture holder(s)
Notices Any notice may be served by the Issuer upon the Debenture holders through post email fax or personal delivery addressed to such Debenture holder at his her registered address and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof All notice(s) to be given by the Debenture holder(s) shall be sent by post or email or fax or by hand delivery to the Issuer or to such persons at such address as may be notified by the Issuer from time to time through suitable communication and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof or at the expiry of the 3 rd day from the date such notice is dispatched whichever is earlier All correspondence regarding the Debentures should be marked Private Placement of Debentures
All notices from the Issuer shall be sent to the Debenture Trustee with copies to the Debenture Holders All notices to be sent by the Debenture Trustee to the Issuer andor the Promoters shall first be sent to the Debenture Holders for Debenture Holder Approval in terms of the Debenture Trust Deed The Debenture Trustee shall ensure and procure that any notice received by the Debenture Trustee from the Issuer andor the Promoters is shared by the Debenture Trustee with all the Debenture Holders of the Issuer within a period of 2 (two) Business Days from the date of receipt of such notice and in every event before the Debenture Trustee responds to such notice
Issue Procedure Only Eligible Investors as given hereunder may apply for the Debentures by completing the application form in the prescribed format as attached in Annexure 7 (Application Form) in BLOCK LETTERS in English as per the instructions contained therein The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the Application Form No application can be made for a fraction of a Debenture Application Forms should be duly completed in all respects and applications not completed in the said manner are liable to be rejected
The name of the applicants bank type of account and account number must be duly completed by the applicant This is required for the applicants own safety and these details will be printed on the refund orders and interest redemption payments c~~ F~~~gt
~ll ~~
~( ~ )~~Jy 11 ~
~ ~
Page 36 of60-~-~ ~
The Application Form must be accompanied by either demand draft(s) or cheque(s) drawn or made payable in favour of the Issuer or otherwise as may be set out in the Application Form and crossed Account Payee Only Cheque(s) or demand draft(s) may be drawn on any bank including a coshyoperative bank which is a member or a sub-member of the New Delhi Bankers Clearing House located If permitted the applicant may transfer payments required to be made in relation to any by electronic transfer of fundsRTGS to the bank account of the Issuer as per details mentioned in the Application Form
Application Procedure Eligible Investors will be invited to subscribe by way of the Application Form prescribed in the Information Memorandum Disclosure Document during the period between the Issue opening date and the Issue closing date (both dates inclusive)
Fictitious Application As a matter of abundant caution and although not applicable in the case of debentures attention of applicants is specially drawn to the provisions of sub-section (I) of Section 68A of the Act
Any person who (a) makes ina fictitious name an application to a company for acquiring or subscribing for any shares therein or (b) otherwise induces a company to allot or register any transfer of shares therein to him or any other person in a fictitious name shall be punishable with imprisonment for a term which may extend to five years
Basis ofAllotment The Investors will be required to remit the funds as well as submit the duly completed Application Form along with other necessary documents to Issuer by the Deemed Date of Allotment Deemed Date of Allotment for the Issue is 23-10-2013 by which date Investors would be intimated of allotment
Record Date The date falling seven days prior to the Due Date or if it happens to be a holiday then the immediately succeeding Business Day shall be the Record Date
Eligible Investors Only those Investors who have been addressed through a communication directly are eligible to apply No other Investor can apply All Investors are required to comply with the relevant regulationsguidelines applicable to them for investing in this issue of Debentures
Note Participation by potential Investors in the issue may be subject to statutory andor 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 ~egulatory requirements applicable t them inclu~i~~lctUi~ exchange controls and other requIrements Applicants ought to seek Independent l~~ -~lti and regulatory advice in relation to the laws applicable to them rtf ~t
Page 37 o~-) ~~
Application under Power of Attorney Original power of attorney or the relevant authority together with its certified true copy as the case may be along with the names and specimen signatures of all the authorized signatories and the tax exemption certificate document if any must be lodged at time of submission of the completed Application Form Further modifications additions in the power of attorney or authority should be notified to the Company at its registered office
Procedure for applying for Dematerialised Facility
I The applicant must have at least one beneficiary account with any of the Depository Participants of NSDLCDSL prior to making the application
2 The applicant must necessarily fill in the details (including the beneficiary account number and Depository Participants ID) appearing in the Application Form under the heading Details for Issue of Debentures in ElectronicDematerialised Form
3 Debentures allotted to an applicant will be credited directly to the applicants respective beneficiary account(s) with the Depository Participants
4 For subscribing to the Debentures names in the Application Form should be identical to those appearing in the account 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 in the Depository
5 Non-transferable allotment advicerefund orders will be directly sent to the applicant by the Registrar and Transfer Agent to the Issue
6 If incompleteincorrect details are given under the heading Details for Issue of Debentures in ElectronicDematerialised 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
7 For allotment of Debentures the address nomination details and other details of the applicant as registered with hisher DP shall be used for all correspondence with the applicant The applicant is therefore responsible for the correctness of hisher demographic details given in the Application Form vis-a-vis those with hisher Depository Participant In case the information is incorrect or insufficient the Issuer would not be liable for the losses if any
8 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 t- ~gti)L~-~(i ~page380~ ~
~nmiddotmiddotmiddotmiddot-middotmiddotmiddotmiddot ~lt---plusmn
Documents to be provided by Eligible Investors
Investors need to submit the following documentation as applicable
Memorandum and Articles of Association or other constitutional documents
Resolution power of attorney authorising investment
Specimen signatures of the authorised signatories duly certified by an appropriate authority
bull SEBI registration certificate (if applicable)
Copy ofPAN Card to be submitted
bull Application fonn (including RTGS details)
Mode of Payment All payments must be made through cheque(s)draft(s)transfersRTGS as set out in the Application Form
Depository Arrangements The Company has appointed Skyline Financial Services Private Limited as the Registrar and Transfer Agent for the present Issue and the Company shall make necessary depository arrangements with CDSL and NSDL for issue and holding of Debentures in dematerialised form
List of Beneficiaries The Issuer shall request the Depositories to provide a list of beneficiaries as at the end of the relevant Record Date This shall be the list which will be used for payments of interest or repayment of redemption monies or any other amounts payable on the Debentures as the case may be
Effect of Holidays Should any of the dates defined above or elsewhere in this Information Memorandum Disclosure Document (except the Deemed Date of Allotment) fallon a day other than a Business Day the immediately succeeding Business Day shall be considered as the effective date(s) In case Record Date book closure date falls on a day other than a Business Day the Business Day the succeeding day shall be the record date book closure date
Tax Deduction at Source Tax as applicable under the Income Tax Act 1961 or any other statutory modification or re-enactment thereof will be deducted at source on the interest payable on the Debentures Tax exemption certificatedocumentform under section 193 of the Income Tax Act 1961 if any must be lodged at th~ Registered Office of th~ Issuer at least fiftee~~~middot(iJ2~~ (15) days before the relevant mterest payment becommg due (~ 1
i t IJ W7i$0 ~---Page 39 of 6O____~ti-----
Letters of Allotment The Issuer shall issue a Letter of Allotment to each Debenture holder on the Deemed Date of Allotment The Debentures will be subsequently credited in dematerialised form within 2 (two) Business Days from the Deemed Date of Allotment
Deemed Date of Allotment All the benefits under the Debentures will accrue to the Debenture holders from the date of receipt of the application monies The actual allotment may take place on a date other than the Deemed Date of Allotment
Refunds For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within seven days from the Deemed Date of Allotment of the Debentures 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
Joint Holders Where two or more persons are holders of any Debenture(s) they shall deem to hold the same as joint tenants with benefits of survivorship
Mode of Transfer Debentures shall be transferred subject to and in accordance with the rules procedure as prescribed by the NSDL CDSL Depository participant of the transferor transferee and any other applicable laws and the rules notified in respect thereof 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 Transferor shall give delivery instructions containing details of the transferees DP account in his depository participant
Succession In the event of demise of Debenture holder the Company will recognize the executor or administrator of the deceased Debenture holder or the holder of succession certificate or other legal representative as having title to the Debentures The Company shall not be bound to recognize such executor administrator or holder of the succession certificate or other legal representatives as having title to the Debentures unless such executor or administrator obtains probate or letter of administration or such holder is the holder of succession certificate or other legal representation as the case may be from a competent Court in India having jurisdiction over the matter The Company may in their absolute discretion where it thinks fit dispense with production of probate or letter of administration or succession ~--~gt
l
certificate or other legal representation in order to recognize such holder ~1 ~)t)
Page 40 of6~ Vv pound ~o-middot~-
bull ~f V
being entitled to the Debentures standing in the name of deceased Debenture holder on production of sufficient documentary proof or indemnity
Nomination In the event of however a deceased Debenture holder(s) having nominated any person entitled to be registered as the Debenture holder in the event of his death such nominee shall be registered as the Debenture holder in place of the deceased Debenture holder
Page 41 of 60 shy
OTHER REGULATORY AND STATUTORY DISCLOSURES
Stock Exchange Disclaimer Clause It is to be distinctly understood that filing of this Information Memorandum Disclosure Document with the Stock Exchange should not is any way be deemed or construed that the same has been cleared or approved by the Stock exchange The Stock Exchange does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue has been made or for the correctness of the statements made or opinions expressed in this Information MemorandumDisclosure Document
Listing Disclaimer The Debentures are proposed to be listed on the Wholesale Debt Market segment of the BSE The Company shall comply with the requirements of the listing agreement to the extent applicable to it on a continuous basis and shall complete all formalities relating to listing of the Debentures
Companys Disclaimer Clause The Company certifies that the disclosures made in this Information MemorandumDisclosure Document are generally adequate and III
conformity with SEBI Regulations Further the Company accepts no responsibility for statements made otherwise than in the Information MemorandumDisclosure Document or Security Documents or any other material issued by or at the instance of the Company and anyone placing reliance on any source of information other than this Information Memorandum Disclosure Document and the Security Documents would be doing at their own risk and the Company will not be liable for such reliance
Issue of Debentures in Dematerialised Form The Debentures will be issued only in dematerialized form The Issuer has made arrangements with the Depositories for the issue of the Debentures in dematerialized form Investors will have to hold the Debentures in dematerialized form as per the provisions of Depositories Act 1996
Consents ILampFS Trust Company Limited has given its written consent for its appointment as debenture trustee to the Issue under Regulations 4(4) of the SEBI Regulations and inclusion of its name in the form and context in which it appears in this Information Memorandum Disclosure Document __
4ti)~ ~ A )ro)
C
Page 42 of60
ANNEXURE 1 SUMMARY TERM SHEET
--------------------------------------------------------------------------- shyIssuer Orris Infrastructure Private Limited
Instrument Secured Cumulative Redeemable Non-Convertible Debentures
Total number of 200 NCDs Face Value ~ 10000000- (Rupees One Crore only) per Debenture
Issue Size ~ 2000000000- (Rupees Two Hundred Crores only)
Issue Price At its face value ie ~ 10000000- (Rupees One Crore only) per Debenture
Mode of Private Placement Placement Object of the The proceeds from the issue shall be utilized for the general Issue corporate purposes of the Company
Form of listed Dematerialised issuance Deemed Date of 23-10-2013 or any other date as decided by the Issuer Allotment
Tenor 48 (forty eight) months from the Deemed Date of Allotment
Redemption After expiry of the Moratorium Period the Issuer shall redeem the Debentures in equal monthly installments over a period of 33 (thirty three) months on each Due Date subject to premature redemption as permitted under the Debenture Trust Deed
Moratorium Period of 15 (Fifteen) months from the Deemed Date of Allotment Period Interest Rate Interest will be payable at the interest rate of 20 (Twenty percent)
per annum payable monthly on the Outstanding Amounts as per the Payment Schedule (refer Annexure 2 to this Information Memorandum Disclosure Document)
The first installment for interest payment shall also include an additional amount equivalent to 125 (one point two five percent) of the issue size (excluding any applicable taxes) to the Debenture holders in proportion to the Debentures held by them
Market Lot One (1) Debenture
Minimum Application
Early Repayment
Escrow Mechanism
------shy
Subject to the conditions specified in the Debenture Trust Deed (Premature Redemption) the Issuer shall have a onetime option to prematurely redeem in a single tranche and not exceeding 25 (twenty five) of the outstanding Debenture Principal Amount at any time after expiry of the 24 (twenty four) months from the Deemed Date of Allotment till the expiry of 30 (Thirty) months of the Deemed Date of Allotment (Premature Redemption Period) The Premature Redemption shall be exercised in a single tranche and shall be subject to fulfillment of each of the following conditions that the Company prematurely redeems Debentures equivalent to an amount in the multiples of ~ 50000000- (Rupees Five Crores Only) with the minimum amount being ~ 150000000- (Rupees Fifteen Crores Only) for redemption in excess of the amounts permitted for Premature Redemption as specified above the Issuer shall pay a premature redemption premium of 2 (two percent) on the amount being redeemed and paid by the Issuer plus applicable service tax or other statutory levy if any subject to deduction of income tax at the rate prescribed under the Income Tax Act 1961 (Premature Redemption Premium) subject to the Escrow Mechanism below the Issuer shall have the option to prematurely redeem the Debentures after the expiry of the Premature Redemption Period without paying any Premature Redemption Premium provided such amounts are in accordance with sub-clause (a) above and any redemption of Debentures by the Issuer in accordance with this Deed shall be proportionate redemption of all the Debentures together through reduction in face value of each Debenture Further the redemption of the Debentures may be carried out in accordance with the Escrow Mechanism mentioned below
All receivables from the Project will be deposited by the Company in an Escrow Account All monies deposited in the Escrow Account shall be utilized in following order Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal with respect to the Debentures Only upon satisfaction of the requirement of (1) and (2) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account towards withdrawal of upto ~ 900000000 (Rupees Ninety Crores only) by the Company After withdrawal of ~ 900000000 (Rupees Ninety Crores only) by the Company
Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal witl]_x~secttyct to
-_8f~~the Debentures (f~X-~~~
~ ) Page 44 amp1 ~____~i
--------------------------------------- -- -------------
Debt Service Reserve Account (DSRA)
Put Option
Issue open on
Issue closed on
Basis for Interest calculation
Listing
Depository
Credit Rating
Security
Only upon satisfaction of the requirement of (a) and (b) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account 60 (Sixty percent) of any further monies in the Escrow Account shall be used to accelerate the redemption of the Debentures and the remaining 40 shall be withdrawn by the Company
Shall mean an amount being not less than ~ 60000000 (Rupees Six Crores only) to be maintained by the Company in the Escrow Account at all times
In the event of a default as defined iIi the Debenture Trust Deed the Debenture Trustee (on instructions from the Debenture holders) can exercise a put option on the Promoters to buy back the entire outstanding Debentures
04-10-2013 or any other date as decided by the Issuer
23-10-2013 or any other date as decided by the Issuer
Interest payable on the Debentures shall accrue on a day to day basis and shall be computed on the basis of 365 (Three Hundred Sixty Five) days divided equally for each of the twelve calendar months
At the WDM segment of the BSE
NSDL and CDSL
ICRA B+ by ICRA Limited
The Debentures together with any interest accrued thereon and outstanding amounts Debenture Trustees remuneration and all costs charges expenses and all other monies due in respect of the Debentures shall be secured by
First and exclusive charge on all Project Receivables through the Deed of Hypothecation together with the Escrow Agreement and such charge will be superior to any other claims on the Project Receivables First and exclusive charge on all amounts lying to the credit of the Escrow Account under the Deed of Hypothecation First and exclusive charge by way of equitable mortgage on the Commercial Property (Mortgaged Property) through execution of a registered Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property in favour of the Debenture Trustee together with a declaration cum undertaking from CDPL declaring the creation of mortgage by deposit of titly-~Si~6d~~ the
I-SI ~~
Page 4~60
----------------------------------------------------------------------------------Commercial Property in terms of the memorandum of entry Equitable mortgage and exclusive charge over FSI equivalent to 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of the Commercial Project together with all the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
Exclusive charge over all the rights title interest benefits claims demands of any nature whatsoever of the Company under andor in respect of the CDPL Collaboration Agreements for development and construction of the Commercial Colony and the entire FSI in the Commercial Project along with proportionate undivided interest in the underlying land and without limitation the following the right to compel performance thereunder and to substitute or be substituted for the Company thereunder and to substitute and be substituted thereunder for the Company thereunder and to commence and conduct either in the name of the Company or in its own name or otherwise any proceedings against any person in respect of any breach of the CDPL Collaboration Agreements and all claims of the Company including in any proceedings against all or any such persons to any amounts owing to or received by the Company thereunder and the rights and benefits of all Approvals to the extent capable of assignment together with the right to further assign any of the CDPL Collaboration Agreements and such Approvals to any Person Pledge of shares representing the entire issued and paid up share capital of CDPL under the Deed of Pledge Personal Guarantee of Sh Vijay Gupta Sh Amit Gupta and Smt Kusum Gupta and Cheques
Security Creation The Security shall be created in the favour of the Debenture Trustee on or before the Deemed Date of Allotment
Representation The representations and warranties of the Company will be set out and Warranties in the Debenture Trust Deed
Event ofDefault All events of default as set out in the Debenture Trust Deed
Upon occurrence of such event of default Debenture Trustee shall (on instruction from the Debenture holders) issue a written notice of default to the Company and grant to the Company a cure period in accordance with the terms of Security Documents
The consequences of an event of default shall be governed_lgtY the provisions in the Security Documents and shall inclu9~~ayfu~i1t of
default interest and enforcement of the Security in the manner specified In the Security Documents including appointment of nominee director(s)
Default Interest An additional interest of 4 pa (four percent per annum) over and Rate above the Interest Rate (as defined hereinafter) (viz the default
interest rate shall be 24 (twenty four percent) payable in relation to the Debentures and the Outstanding Amounts payable In accordance with Security Documents
Registrar and Skyline Financial Services Private Limited Transfer Agent
Compliance All provisions clauses regulations specified by GOISEBIRoCBSE with respect to issue and listing of Redeemable and Secured Non-Convertible Debentures shall be complied with by the Company
Assignment Each Investor may transfer or dispose a part or the whole of its Transferability Debentures without the Companys consent
Governing Law The governing law will be the laws of India and the parties submit to and Jurisdiction the exclusive jurisdiction of the courts in Delhi
~-~---~-~
u c tL ~If) -~~-J bull (
Page 47 of60
ANNEXURE 2 PAYMENT SCHEDULE
Due date
Month 0
Last Day ofMonth 1
Last Day ofMonth 2
Last Day ofMonth 3
Last Day ofMonth 4
Last Day ofMonth 5
Last Day ofMonth 6
Last Day of Month 7
Last Day ofMonth 8
Last Day of Month 9
Last Day of Month 10
Last Day of Month 11
Last Day of Month 12
Last Day of Month 13
Last Day of Month 14
Last Day ofMonth 15
Last Day of Month 16
Last Day of Month 17
Last Day of Month 18
Last Day ofMonth 19
Last Day ofMonth 20
Last Day of Month 21
Last Day of Month 22
Last Day ofMonth 23
Last Day of Month 24
Last Day ofMonth 25
Last Day of Month 26
Last Day ofMonth 27
Outstandino D b t b
e en nre1 su )scrIptlOn amount
I dat mont I en
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
1939393939
1878787879
1818181818
1757575758
1696969697
1636363636
1575757576
1515151515
1454545455
1393939394
1333333333
1272727273
I nterest
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
32323232
31313131
30303030
29292929
28282828
27272727
26262626
25252525
24242424
23232323
22222222
Debenture Payment to I t D b tSll )SCrIP Ion e en nre
t H Idamoun 0 ers
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
60606061 93939394
60606061 92929293
60606061 91919192
60606061 90909091
60606061 89898990
60606061 88888889
60606061 87878788
60606061 86868687
60606061 85858586
60606061 84848485
60606061 83838384
60606061 8~~3 j()gt t~( S( )Page48~60
-
Due date su
Last Day of Month 28
Last Day of Month 29
Last Day of Month 30
Last Day of Month 31
Last Day ofMonth 32
Last Day of Month 33
Last Day of Month 34
Last Day of Month 35
Last Day of Month 36
Last Day of Month 37
Last Day of Month 38
Last Day of Month 39
Last Day of Month 40
Last Day of Month 41
Last Day of Month 42
Last Day of Month 43
Last Day of Month 44
Last Day ofMonth 45
Last Day of Month 46
Last Day of Month 47
Last Day of Tenor
Outstandino D b t b
b ~ t~n ure t SCrIp Ion amoun
t th da mon en
1212121212
1151515152
1090909091
1030303030
969696970
909090909
848484848
787878788
727272727
666666667
606060606
545454545
484848485
424242424
363636364
303030303
242424242
181818182
121212121
60606061
Debentme Payment to Interest subscription
t amoun Debenture
H ld0 ers
21212121 60606061 81818182
20202020 60606061 80808081
19191919 60606061 79797980
18181818 60606061 78787879
17171717 60606061 77777778
16161616 60606061 76767677
15151515 60606061 75757576
14141414 60606061 74747475
13131313 60606061 73737374
12121212 60606061 72727273
11111111 60606061 71717172
10101010 60606061 70707071
9090909 60606061 69696970
8080808 60606061 68686869
7070707 60606061 67676768
6060606 60606061 66666667
5050505 60606061 65656566
4040404 60606061 64646465
3030303 60606061 63636364
2020202 60606061 62626263
1010101 60606061 61616162
The interest payment on the first Due Date shall vary depending on the date onwh~h the
application monies for Debentures arc received til 1~~1
1bull kAij~ lt laquo~~gt ~
-
--
Page 49 of60
ANNEXURE 3
UNDERTAKING BY THE COMPANY
The Company undertakes that bull In the event the Debentures are issued in physical form the Company
shall use a common form of transfer
bull It will provide on a half yearly basis a compliance certificate duly certified by the Debenture Trustee to the Debenture holders in respect of compliance with the terms and conditions of Issue as contained in this Information Memorandum Disclosure Document and
bull Every credit rating obtained shall be periodically reviewed by the Credit Rating Agency and any revision in the rating shall be promptly disclosed by the Company to the Stock Exchange Any change in rating shall be promptly disseminated to Debenture holders and prospective Investors in such manner as the BSE may determine from time to time All information and reports on the Debentures including compliance reports filed by the Company and the Debenture Trustee shall be disseminated to the Debenture holders and the general public by placing them on the website of the Company and shall through the Debenture Trust Deed request the Debenture Trustee to place the same on its website
bull The above Information Memorandum Disclosure Document IS
compliant with all disclosures required to be made for listing of senior non-convertible debentures on a private placement basis on a recognized stock exchange as specified in Schedule I under Regulation 21 of the Securities and Exchange Board of India (Issuing and Listing of Debt Securities) Regulations 2008
laquo~~(~I0~~ For o~InCr ~cture Private Limited
~~WIVijay~
(Chairman)
Page 50 of60
ANNEXURE 4
CREDIT RATING LETTER FROM ICRA LIMITED
Ie R A Limited
Ref DRAT2013-140-362
Mr Sanjay Aggarwal VP - Accounts amp raxation Orris Infrastructure Private Limited J-105 DLF Phase -II MG Road Gurgaon - 122002 Haryana
May 21 2013
Dear Sir
Rc ICRA-assigned Credit Rating for Rs 200 crore NCD Programmc of Orris Infrastructurc l)rivate Limited (instrument details in Annexure)
Please refer to your Rating Requisition dated May 112013 and the subsequent Rating Agreement of May 162013 for carrying out the rating of the aforesaid Bond Programme The Rating Committee
of ICRA after due consideration has assigned a [ICRAIB+ (pronounced as ICM B plus) rating
to the captioned Bond Programme
We would appreciate if you can sign on the duplicate copy of this letter and send it to us within 7
days from the date of this letter as confirmation about the use of the assigned rating The rationale
for assigning the above rating will be sent to you on receipt of your confirmation about the use of our rating as above Any intimation by you about the above rating to any BankerLending
AgencyGovernment AuthoritiesStock Exchange would constitute use of this rating by you
This rating is specific to the terms and conditions of the proposed issue as was indicated to us by you
and any change In the tenns or size of the issue would require the rating to be reviewed by us If
there is any change in the terms and conditions or size of the instrument rated as above the same must be brought to our notice before the issue of the instrument If there is nny such change after the
rating is assigned by us and confirmed to use by you it would be subject to our review and may result in change in the rating assigned
ICRA reserves the right to suspend withdraw or revise the above at any (ime on the basis of new information 01 unav~ilability of information or such other circumstances which ICRA believes may
have an impact on the rating assigned to you
The rating as aforesaid howeVer should not be treated as a recommendation to buy sell or hold the
bonds to be issued by you If the instrument rated as above is not issued by you within a period of 3
BuUding No 5 2 Floor TeL + 91 - 124 - 4545300 wOiosite wwwicraJn Tower A DLF cyber City Fax + 91 - 124 - 4050424 email infoicralndiacom Phase ll Gurgaon 122002
Regd Office 1105 Kailash Building 11 Floor 26 Kastuma Gandhi Marg NeW Delhi - 110001
RATING RES EAR eli INFORMATION
months from the date of this letter communicating the rating the same would stand withdrawn unless
revalidated before the expiry of 3 months
You arc required to forthwith inform us about any default or delay in repayment of intcrest or
principal amount of the instrument mtcd as above or any other debt instruments borrowing Y nu are also required to keep llS forthwith informed of any other devclopments which may have a direct
or indirect impact on the debt servicing capability of the company including any proposal for reshy
schedulement or postponement of the repayment programmes oCthe dues debts of the company with
any lendcr(s) investor(s)
You are required to inform us immediately as and when the borrowing limit for the instrument rated
as above or as prescribed by the regulatory authority (ies) is exceeded
We thank you for your kind cooperation extended during the course of the rating exercise Should
you require any clarification please do not hesitate to get in touch with us
With kind regards
Yours sincerely
for IeRA Limited
-- Iobit Inamdar S (Senior Vice President) (Analyst)
Page 52 of60
Annexure
Details of the bank limits rated by leRA (Rated on long term seale)
Page 53 of60
I eRA limited AIIA~fIiI ofMoltldyIInvllllttmI ~
Ref DRATfl013middot140middot3611
Date August 222013
MI Sanjay AggarwaJ VP - Accounts amp Taxation Orris Infrastructure Private Limited JmiddotIO5 DLF Phasemiddotll MG Road Gurgaonmiddot J22002 Haryana
Dear Sir
Re leRA ruting for Rs 2000 crote NCD Progrumme of Orris Infrastructure Private Umlted
This is with reference to your letter dated August 9 2013 for re-validating your rating for the Rs 200 erore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Boods programme ofyour company and last communicated to you vide QuI letter dated May 212013 stands The other terms and conditions for the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DlRAT12013middot 1410-362 dated May 2013 stands
With kind regards For lCRA Limited
(Senior Vice President)
T~middot + 91middot 124 bull ~ website VWW bulliCfSio fw + 91 124 -~ email info~middoticralndiagtcom
Page 54 of60
Ie R A Lim
Ref DfRAT2013-14O-364
Date October 03 2013
Mr Sanjay Aggarwal VP - Accounts amp Taxation Orris Infrastructure Private Limited J-105 DLF Phasemiddotmiddotll MG Road Gurgaon - 122002 Haryana
Dear Sir
Re ICRA rating for Rs 2000 crOTe NCD Programme of Orris Infrastructure Private Limited
This is with reference to your letter dated September 03 2013 for re-validating your rating for the Rs 200 crore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Bonds programrne of your company and last conununicated to you vide our letter dated August 22 2013 stands The other terrns and conditions fur the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DRATI2QI3middot 14()362 dated May WI3 stands
With kind regards For [eRA Limited
Vi (Senior Vice President)
Buildlng No 2 Iloot Tel + 81 124 - 4545300 websf1e WWWJCf8D
Tower A Cyber Oily Fax + 91 124 bull 4000424 ilImaH lnfoicralfldliLcof1
Phase II Gurgaonmiddot 1~
Regd Offictl noo iltailash Building i 1 Floor 26 KDtwoo Qandhi Marg New Delhi bull 110001
RATING RES EAR C H INfORMATION
Page 55 of60
ANNEXURE 5
CONSENT LETTER FROM DEBENTURE TRUSTEE
Ref No 1750 ITCL JUtmiddots I ru~1 Company Limilt~d
September 30 2013
Orris Infrastructure Private limited (Company) Jmiddot105 OLF PhaSe - 11 MG Road Gurgaon 122002
Kind Attention Mr Vljay Gupta Director
Sub listed Secured Redeemable Non Convertible Debentures (NCDs) aggregating to Rs 200 crs proposed to be issued by the Company on private placement basis
Dear Sirs
This is with reference to our discussion regarding appointment of ILampFS Trust Company limited (ITCL) as Debenture Trustee for the proposedlssue of listed Secured Redeemable NCDsof Rs 1 crore each aggregating to Rs 200 crs to ~ issued by the Company on private placement basis In this regard VIle do hereby give out consent to act as the Debenture Trustee subject to the Company agreeing to the following conditions
1 The Company agrees and undertakes to create the securities over such terms and conditions as detai~d in the signed Information Memorandum as submitted to us and execute the Debenture Trust Deed and other necessary security documents as required
2 The Company agrees amp undertakes to pay Debenture Trustees so long as they hold the office of the De~nture Trustee remuneration as stated in appointment letter dated July 30 2013 for the services as Debenture Trustee in addition to all legal travelling and other costS charges and expenses which the Debenture Trustee or their officers employees or agents rnayiocur in relation to execution of the Debenture Trust Deed and all other documents affecting the Security till the monies in respect of the Debentures have been fully paid-off and the requisite formalities for satisfaction of charge in aU respects have been complied with
3 The Company agrees ft undertakes to comply with the provisions of SEal (Debenture Trustees) Reguliltions 1993 SE61 (Issue and Listing of Debt Securitles) Regulations 2008 SEBICircutar No$EaIIlMOOfgtl1Sondl2oo911 105 dated 11052009 on Simplified Listing Agreement for Debt Securities read with the SEBl Circular No SEBIIIMDDOF-1 tBONDlClr-5120o9 dated the 16th November 2009 the Companies Act 19l)6 ilnd other applicable proviSions I circulars guidelines etc as applicable and amended from time to time and agrees to furnish to Trustees such information in terms of the same on regular basis
Sincerely For ILftFS Trust Company lilDi~d
lL__~~ ~ ~ ~~~ --- ~
Authorized Signatory
lUfFS Finru1 Centre PloINo C 22 G Block 5th Floor Bjr Kurio Complex Bandra (Eastl Mumbamiddotmiddot 40(K)SI INDIA
Bangalor( Office ILEtFSTru1 (ompally Ltdbull ALmiddotLalheef 151 Floor No 2Unioll Slreet Offlnanlry Raad Banglore 5hlX)OI INDIA
New Delhi Offire ILftFSTrusl (ompY tId Amiddot26a lsI Ploor Bhishm Pithamah Marg DefencfCoony New Delhi - 110024 INDIA
Kolkala Offilaquo ILftfSTrusl Company Ltd ILIIFS Constantia lnlflPor n Dr11 lIt Bramachari Street Kolkata bull 700017 INDIA
Page 56 of60
ANNEXURE 6
CONSENT LETTER FROM REGISTRAR AND TRANSFER AGENT i
Skyline Financial Serrr)ices Pvt Ltd SEBI REGISTERED CATEGORY1 REGk)IRARS ampSHARE TRANSfRAtgtENT D153A Ht Floor () nol Area Ph bullbullbullI New Dolhmiddot llO 020 1 9 middot1126812682 2S612~83 EmiddotmaI nOlltyhOaccrn tte-oSi$ wwwSiltyllnfHla_all1
August 29 2013
MrVlneel Kumar Gupta
Sr Manaler Secretarial
Orris InfraSlrucllJre Private Limited
Orris la M G Road
Gurgaoo - 1iG 002 (Hr)
Sub Consent to aet as Registrar to Issue and TfBllSfer Agent
DearSJr
Thls1s in reference 10 YOllr email datild AugJS1 29 2013 We hereby give our consent to act as 21
Registrar to IsSue and Transfer Agent for your propOSed issue of 1O - conveo1ibledebentures Of Rs
20000 Crore (jl1d our name IS Registrar to i$sueandShare Transfer agent may please be included in
Thanking you Y()ursfailhfufy
Vice- President
Page 57 0[60
--
-------
ANNEXURE 7
APPLICA TION FORM
ORRIS INFRASTRUCTURE PRIVATE LIMITED Registered Office RZ-D-5 Mahavir Enclave New Delhi 110045
Corporate Office 1-105 DLF Phase II Mehrauli Gurgaon Gurgaon -122002
Application No ___ Date
Dear Sirs
VWe have read and understood the terms and conditions of issue by Orris Infrastructure Private Limited of senior secured cumulative redeemable Non-Convertible Debentures of face value ~ 10000000 (Rupees One Crores only) having a coupon rate of 20 pa on a private placement basis on the face value aggregating to ~ 2000000000- (Rupees Two Hundred Crores only) (Debenture) contained in the Information Memorandum Disclosure Document dated __2013 VWe bind ourselves to the terms and conditions as contained in the Information Memorandum Disclosure Document and wish to apply for allotment of these Debentures The amount payable on application as shown below is remitted herewith On allotment please place myour name(s) on the Register of Debenture holder(s)
(Please read carefully the instructions on the next page before filling this form)
No of Debentures applied No in figures No in words for
Amount (~)
Detal s I 0 f payment ChequesDemand Date Drawn on Bank DraftlRTGS Details
Applicants Name amp Address in full (please use capital letters)
Pin Code Telephone I Fax Email
I Status Bankin~ Company ( ) Insurance Company ( ) Other ( ) (specify in case of others) Name of Authorized Signatory Designation Signatures Signatoty
Details of Bank Account Bank Name amp Branch Nature ofAccount Account No IFSCINEFT Code middot)---~1
-- --
Depository Details
I1We the undersigned want to hold the Debentures of the Company in the dematerialised fonn Details of myour Beneficiary Account are given below
Depository Participant Name - shy
DPID
Beneficiary Account Number shy
Name of the Applicant
() II We understand that in case of allotment of Debentures to my lour Beneficiary Account as mentioned above would be credited to the extent of Debentures allotted
Taxpayers PAN I GIR No IT CircleIW ardlDistrict ( ) Not Allotted
Tax Deduction Status () Fully ( ) Tax to be ()Yes ONo Exempt deducted at
Source
I1We hereby understand that the Company has not provided and will not provide any material or other infonnation regarding the Debentures except as included in the Infonnation Memorandum Disclosure Document
Signature of the Applicant _________________(Tear here)__________
ACKNOWLEDGEMENT SLIP
Application No Date -- shyReceived From
1shy----------------------~
By ChequelDemand DraftlRTGS No
drawn on towards application for ______ Debentures (Chequesl Demand Drafts are subject to realisation)
For Orris Infrastructure Pvt Ltd
For all further correspondence please contact INFRASTRUCTURE PRIVATE LIMITED Tel +91 124-4979200
Page 59 of60
10
INSTRUCTIONS
You must complete application in full in BLOCK LETTERS IN ENGLISH
2 Your Signatures should be made in English or in any of the Indian languages
3 Application forms duly completed in all respects together with high value Cheques Pay Order Demand Drafts must be lodged at the Orris Infrastructure Private Limited Corporate Office (as provided above)
4 Payments through RTGS shall be made as follows
Beneficiary Account name Orris Infrastructure Private Limited IFSC Code UTIB0000056 Bank Account No 056010200015303 Bank Axis Bank Ltd Branch Sec-14 Gurgaon
5 The Cheque(s)Demand Draft(s) of high value clearing zone should be drawn in favour of ORRIS INFRASTRUCTURE PVT LIMITED and crossed Ale payee only Cheque(s)Demand draft(s) may be drawn on any scheduled bank and payable at Delhi
6 Mr Vineet Gupta as authorised representative of the Company will issue the Acknowledgement Slip (appearing below the Application Form) as acknowledgement of receipt of applications No separate receipt will be issued
7 You should mention your Permanent Account Number or the GIR number allotted under Income- Tax Act 1961 and the Income-Tax CirclelWardlDistrict In case where neither the PAN nor GIR number has been allotted the fact of non-allotment should be mentioned in the application form in the space provided
8 The application would be accepted as per the terms of the issue outlined in the Information Memorandum Disclosure DOC~fii
r1- -~0 gt tl~~ ~gt
j )j~ (~~ ~O
~ shy
Page 60 of60
-------------------------~----------~-----------------------------receivables from time to time and monies lying and credited into the escrow accounts at any point in time including any fIxed deposits created in accordance with the escrow account agreement out of such monies from time to time together with all and any interest accruing in respect thereof and
(iii) The issuance of personal guarantees by the Promoters in favour of IDBI guaranteeing the fulfIllment of the secured obligations
The NCD Series - I were fully redeemed on July 272013
2 Details of Unsecured Borrowings5
The unsecured loans of the Company outstanding as on March 31 2013 follows
(in ~)
Loan from Body Corporate Flair Exports Pvt Ltd Seh Realtors Pvt Ltd Citland Commercial and Credits Ltd Delhi Brass and Metal Works Pvt Ltd Span India Pvt Ltd Loan Directors Shareholders and their Relatives Amit Gupta-Loan Taken Vijay Gupta (Loan Taken) Amit Gupta (HUF) Green Bay Infrastructure Pvt Ltd Kusum Gupta Mamta Gupta Pooja Gupta Vijay Gupta(HUF)
5000000000 10000000000 16670000000 6670000000
11670000000
2850848000 7929999985
20000000 32146887100
2466000000 5625400000 3250000000
92100000
5 The figures are as per audited financial for the financial year ending March 31 2013
Page 300[60
3 Details of Bank Guarantee6
Bank Guarantee by the Company in respect of Orris Business Square - 95 Acres
ICICI Bank 1 Limited June 182010
Issued by ICICI Bank June 182010 and Valid till October 28 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 2 Bank Ltd Jan 03 2013
ICICI Bank 3 Limited February 232011
Director Town and Country Planning Chandigarh
Director Town and Country Planning Chandigarh Haryana State Pollution Control Board
62946450 October 282012
5938000 October 272014
3750000 February 222016
Bank Guarantee by the Company in respect of Carnation Residency Aster Court Aster Court premier amp Villas 33 -25018 Acres
Issued by ICICI Bank on September 232008 amendment dated September 102010 and valid till September 22 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 4 Bank Ltd September 222012
Issued by ICICI Bank on September 23 2008 amendment dated September 102010 and valid till September 22 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 5 Bank Ltd September 222012
Director Town and Country Planing Chandigarh 111524000
September 222014
Director Town and Country Planing Chandigarh
6 The figures are as per audited accounts for the financial year ending March 31 2013
Page 31 0[60
--
----- --- - shyIssued by ICICI Bank on December 16 2010 and expiry date is Dec 15 2015 but we close it Haryana with ICICI Bank and a State fresh guarantee was Pollution
ING Vysya issued by ING Vysya Control January 6 Bank Ltd bank on 23012013 Board 5000000 142016 Bank Guarantee by the Company in respect of Spring Homes middot10043 Acres
Director Town and Country
ING Vysya Planing September 7 Bank Ltd September 32012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 8 Bank Ltd September 3 2012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 9 Bank Ltd September 32012 Chandigarh 13112500 22016
Director Town and Country
ING Vysya Planing September 10 Bank Ltd September 32012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 11 Bank Ltd September 3 2012 Chandigarh 14752500 22016 Bank Guarantee by the Company in respect of Carnation Residency Aster Court Aster Court premier amp Villas 33 -405 Acres
Director Town and Country
ICICI Bank Planing August 71 12 Limited August 8 2011 Chandigarh 21632230 2015
Director Town and Country
ICICI Bank Planing August 7 13 Limited August 8 2011 Chandigarh
---shy5062~~t ~~015
6ltC [-I_i ~~-
I cel i Ieshy -
Note ~
10 Bank Guarantee of 35 Crore is issued by ING Vysya Bank 2 ING Vysya Bank has given counter guarantee against BG of 21632230
amp 5062500 issued for Aster Court Carnation Residency Aster Court Premier amp Villas 33 ING has given counter guarantee for 62946450 amp 3750000 issued for OB8
3 In OB8 all payment of EDC has been made so BG of 62946450 will be released which is already expired
4 Bank guarantee issued by ING Vysya bank is on 10 cash margin on fIxed deposit
5 Security offered against 35 Cr Bank guarantees issued by ING Vysya Bank is following
Orris HQ(J-I0S DLF Phase-II(Gurgaon)-Given as collateral security Janakpuri (C-3260 New Delhi)-Given as collateral security
4 Particulars of debt securities issued (i) for consideration other than cash whether in whole or in part (ii) at premium or discount or (iii) in pursuance of an option
The Company confIrms that save and except the following given below company has not issued any debt securities (i) for consideration other than cash whether in whole or in part (ii) at premium or discount or (iii) in pursuance of an option
bull NCD-I at discount
bull NCD-II at discount bull OCD in pursuance of an option
5 Servicing behavior on existing debt securities payment of due interest on due dates on term loans and debt securities
The Company hereby confIrms that
1 it has been servicing all its principal and interest on time and there has been no subsisting delay or default since its incorporation
Ii there is no subsisting default in repayment redemption of any of its borrowings nor has the Company affected any kind of roll over against any of its borrowings in the past
6 That the permissionconsent from the prior creditor for a second or pari passu charge being created in favor of the trustee to the proposed issue has been obtained
The existing mortgage over the Co~mercial Property s~all be ~leared~tT~l the Company and a no dues certifIcate shall be obtamed pnor ~~tMe -~0--o Deemed Date of Allotment Accordingly the Company hereby cott(rms 1
If) J -~ ~ 1( D gt~
Page 33 6 ~
that it does not require any consent permission to create security in relation to the Debentures as stipulated in this Information Memorandum Disclosure Document and the Security Documents
7 Any material eventdevelopment or change at time of issue or subsequent to the issue which may affect the issue or the Investors decision to invest continue to invest in the debt securities
Directors of the Company represent that there have been no material developments at the time of issue or subsequent to the issue which would materially and adversely affect or are likely to affect the business of the Company or the value of its assets or its ability to pay its liabilities
OTHER INFORMATION AND ISSUE PROCEDURE
The Debentures being offered as part of the Issue are subject to the provisions of the Act the Memorandum and Articles of Association of the Issuer the terms of this Information Memorandum Disclosure Document Application Form and other terms and conditions as may be incorporated in the Debenture Trust Deed and other Security Documents
Issue of Debentures in Dematerialised Form The Debentures will be issued in dematerialized form The necessary arrangements are being made with the Depositories for the issue of the Debentures in dematerialised form Investors will have to hold the Debentures in dematerialised form as per the provisions of Depositories Act 1996 The Company shall take necessary steps to credit the Debentures allotted to the depository account of the Investor
Trustee for the Debenture holder(s) The Issuer has appointed ILampFS Trust Company Limited to act as trustee for the Debenture holder(s) The Issuer and the Debenture Trustee intend to enter into the Debenture Trust Deed inter alia specifying the powers authorities and obligations of the Debenture Trustee and the Issuer The Debenture Trustee shall act based on the provisions of the Debenture Trust Deed The Debenture Trustee will at all times protect the interest of the Debenture holder(s) in accordance with the Debenture Trust Deed
Resignation and Removal of Debenture Trustee The Debenture Trustee and the Company declares that they shall not revoke the Trust hereby declared till the Debentures are redeemed in full The Debenture Trustee may at any time without assigning any reason and without being responsible for any loss or costs occasioned thereby resign as the Debenture Trustee provided that they shall continue to act as Debenture Trustee until a successor trustee is appointed by the Company The Debenture Trustee may also be removed by majority Debenture holders without assigning any reason as per Debenture Trust Deed
Sharing of Information The Issuer may with the written consent of the Debenture holder(s) exchange share or part with any financial or other information about the Debenture holder(s) available with the Issuer with its subsidiaries and affiliates and other banks financial institutions credit bureaus agencies statutory bodies as may be required
Debenture holder not a Shareholder Subject to the Debenture Trust Deed the Debenture holder(s) shall not be entitled to any right and privileges of shareholders other than those available
to them under the Act The Debentures shall not confer upon the Debentt5~r)(~IifI~
holders the right to receive notice(s) or to attend and to vote at any ge111- ~~ meeting(s) of the shareholders of the Issuer (5[ )~
r-)e i3 gt ~
Page 35 of 60--gt
Modification of Debentures or Information Memorandum Disclosure Document The Issuer may make modifications in the Information Memorandum Disclosure Document only upon receiving consent from the Debenture Trustee who in turn shall seek approval from majority Debenture holder(s)
Notices Any notice may be served by the Issuer upon the Debenture holders through post email fax or personal delivery addressed to such Debenture holder at his her registered address and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof All notice(s) to be given by the Debenture holder(s) shall be sent by post or email or fax or by hand delivery to the Issuer or to such persons at such address as may be notified by the Issuer from time to time through suitable communication and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof or at the expiry of the 3 rd day from the date such notice is dispatched whichever is earlier All correspondence regarding the Debentures should be marked Private Placement of Debentures
All notices from the Issuer shall be sent to the Debenture Trustee with copies to the Debenture Holders All notices to be sent by the Debenture Trustee to the Issuer andor the Promoters shall first be sent to the Debenture Holders for Debenture Holder Approval in terms of the Debenture Trust Deed The Debenture Trustee shall ensure and procure that any notice received by the Debenture Trustee from the Issuer andor the Promoters is shared by the Debenture Trustee with all the Debenture Holders of the Issuer within a period of 2 (two) Business Days from the date of receipt of such notice and in every event before the Debenture Trustee responds to such notice
Issue Procedure Only Eligible Investors as given hereunder may apply for the Debentures by completing the application form in the prescribed format as attached in Annexure 7 (Application Form) in BLOCK LETTERS in English as per the instructions contained therein The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the Application Form No application can be made for a fraction of a Debenture Application Forms should be duly completed in all respects and applications not completed in the said manner are liable to be rejected
The name of the applicants bank type of account and account number must be duly completed by the applicant This is required for the applicants own safety and these details will be printed on the refund orders and interest redemption payments c~~ F~~~gt
~ll ~~
~( ~ )~~Jy 11 ~
~ ~
Page 36 of60-~-~ ~
The Application Form must be accompanied by either demand draft(s) or cheque(s) drawn or made payable in favour of the Issuer or otherwise as may be set out in the Application Form and crossed Account Payee Only Cheque(s) or demand draft(s) may be drawn on any bank including a coshyoperative bank which is a member or a sub-member of the New Delhi Bankers Clearing House located If permitted the applicant may transfer payments required to be made in relation to any by electronic transfer of fundsRTGS to the bank account of the Issuer as per details mentioned in the Application Form
Application Procedure Eligible Investors will be invited to subscribe by way of the Application Form prescribed in the Information Memorandum Disclosure Document during the period between the Issue opening date and the Issue closing date (both dates inclusive)
Fictitious Application As a matter of abundant caution and although not applicable in the case of debentures attention of applicants is specially drawn to the provisions of sub-section (I) of Section 68A of the Act
Any person who (a) makes ina fictitious name an application to a company for acquiring or subscribing for any shares therein or (b) otherwise induces a company to allot or register any transfer of shares therein to him or any other person in a fictitious name shall be punishable with imprisonment for a term which may extend to five years
Basis ofAllotment The Investors will be required to remit the funds as well as submit the duly completed Application Form along with other necessary documents to Issuer by the Deemed Date of Allotment Deemed Date of Allotment for the Issue is 23-10-2013 by which date Investors would be intimated of allotment
Record Date The date falling seven days prior to the Due Date or if it happens to be a holiday then the immediately succeeding Business Day shall be the Record Date
Eligible Investors Only those Investors who have been addressed through a communication directly are eligible to apply No other Investor can apply All Investors are required to comply with the relevant regulationsguidelines applicable to them for investing in this issue of Debentures
Note Participation by potential Investors in the issue may be subject to statutory andor 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 ~egulatory requirements applicable t them inclu~i~~lctUi~ exchange controls and other requIrements Applicants ought to seek Independent l~~ -~lti and regulatory advice in relation to the laws applicable to them rtf ~t
Page 37 o~-) ~~
Application under Power of Attorney Original power of attorney or the relevant authority together with its certified true copy as the case may be along with the names and specimen signatures of all the authorized signatories and the tax exemption certificate document if any must be lodged at time of submission of the completed Application Form Further modifications additions in the power of attorney or authority should be notified to the Company at its registered office
Procedure for applying for Dematerialised Facility
I The applicant must have at least one beneficiary account with any of the Depository Participants of NSDLCDSL prior to making the application
2 The applicant must necessarily fill in the details (including the beneficiary account number and Depository Participants ID) appearing in the Application Form under the heading Details for Issue of Debentures in ElectronicDematerialised Form
3 Debentures allotted to an applicant will be credited directly to the applicants respective beneficiary account(s) with the Depository Participants
4 For subscribing to the Debentures names in the Application Form should be identical to those appearing in the account 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 in the Depository
5 Non-transferable allotment advicerefund orders will be directly sent to the applicant by the Registrar and Transfer Agent to the Issue
6 If incompleteincorrect details are given under the heading Details for Issue of Debentures in ElectronicDematerialised 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
7 For allotment of Debentures the address nomination details and other details of the applicant as registered with hisher DP shall be used for all correspondence with the applicant The applicant is therefore responsible for the correctness of hisher demographic details given in the Application Form vis-a-vis those with hisher Depository Participant In case the information is incorrect or insufficient the Issuer would not be liable for the losses if any
8 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 t- ~gti)L~-~(i ~page380~ ~
~nmiddotmiddotmiddotmiddot-middotmiddotmiddotmiddot ~lt---plusmn
Documents to be provided by Eligible Investors
Investors need to submit the following documentation as applicable
Memorandum and Articles of Association or other constitutional documents
Resolution power of attorney authorising investment
Specimen signatures of the authorised signatories duly certified by an appropriate authority
bull SEBI registration certificate (if applicable)
Copy ofPAN Card to be submitted
bull Application fonn (including RTGS details)
Mode of Payment All payments must be made through cheque(s)draft(s)transfersRTGS as set out in the Application Form
Depository Arrangements The Company has appointed Skyline Financial Services Private Limited as the Registrar and Transfer Agent for the present Issue and the Company shall make necessary depository arrangements with CDSL and NSDL for issue and holding of Debentures in dematerialised form
List of Beneficiaries The Issuer shall request the Depositories to provide a list of beneficiaries as at the end of the relevant Record Date This shall be the list which will be used for payments of interest or repayment of redemption monies or any other amounts payable on the Debentures as the case may be
Effect of Holidays Should any of the dates defined above or elsewhere in this Information Memorandum Disclosure Document (except the Deemed Date of Allotment) fallon a day other than a Business Day the immediately succeeding Business Day shall be considered as the effective date(s) In case Record Date book closure date falls on a day other than a Business Day the Business Day the succeeding day shall be the record date book closure date
Tax Deduction at Source Tax as applicable under the Income Tax Act 1961 or any other statutory modification or re-enactment thereof will be deducted at source on the interest payable on the Debentures Tax exemption certificatedocumentform under section 193 of the Income Tax Act 1961 if any must be lodged at th~ Registered Office of th~ Issuer at least fiftee~~~middot(iJ2~~ (15) days before the relevant mterest payment becommg due (~ 1
i t IJ W7i$0 ~---Page 39 of 6O____~ti-----
Letters of Allotment The Issuer shall issue a Letter of Allotment to each Debenture holder on the Deemed Date of Allotment The Debentures will be subsequently credited in dematerialised form within 2 (two) Business Days from the Deemed Date of Allotment
Deemed Date of Allotment All the benefits under the Debentures will accrue to the Debenture holders from the date of receipt of the application monies The actual allotment may take place on a date other than the Deemed Date of Allotment
Refunds For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within seven days from the Deemed Date of Allotment of the Debentures 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
Joint Holders Where two or more persons are holders of any Debenture(s) they shall deem to hold the same as joint tenants with benefits of survivorship
Mode of Transfer Debentures shall be transferred subject to and in accordance with the rules procedure as prescribed by the NSDL CDSL Depository participant of the transferor transferee and any other applicable laws and the rules notified in respect thereof 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 Transferor shall give delivery instructions containing details of the transferees DP account in his depository participant
Succession In the event of demise of Debenture holder the Company will recognize the executor or administrator of the deceased Debenture holder or the holder of succession certificate or other legal representative as having title to the Debentures The Company shall not be bound to recognize such executor administrator or holder of the succession certificate or other legal representatives as having title to the Debentures unless such executor or administrator obtains probate or letter of administration or such holder is the holder of succession certificate or other legal representation as the case may be from a competent Court in India having jurisdiction over the matter The Company may in their absolute discretion where it thinks fit dispense with production of probate or letter of administration or succession ~--~gt
l
certificate or other legal representation in order to recognize such holder ~1 ~)t)
Page 40 of6~ Vv pound ~o-middot~-
bull ~f V
being entitled to the Debentures standing in the name of deceased Debenture holder on production of sufficient documentary proof or indemnity
Nomination In the event of however a deceased Debenture holder(s) having nominated any person entitled to be registered as the Debenture holder in the event of his death such nominee shall be registered as the Debenture holder in place of the deceased Debenture holder
Page 41 of 60 shy
OTHER REGULATORY AND STATUTORY DISCLOSURES
Stock Exchange Disclaimer Clause It is to be distinctly understood that filing of this Information Memorandum Disclosure Document with the Stock Exchange should not is any way be deemed or construed that the same has been cleared or approved by the Stock exchange The Stock Exchange does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue has been made or for the correctness of the statements made or opinions expressed in this Information MemorandumDisclosure Document
Listing Disclaimer The Debentures are proposed to be listed on the Wholesale Debt Market segment of the BSE The Company shall comply with the requirements of the listing agreement to the extent applicable to it on a continuous basis and shall complete all formalities relating to listing of the Debentures
Companys Disclaimer Clause The Company certifies that the disclosures made in this Information MemorandumDisclosure Document are generally adequate and III
conformity with SEBI Regulations Further the Company accepts no responsibility for statements made otherwise than in the Information MemorandumDisclosure Document or Security Documents or any other material issued by or at the instance of the Company and anyone placing reliance on any source of information other than this Information Memorandum Disclosure Document and the Security Documents would be doing at their own risk and the Company will not be liable for such reliance
Issue of Debentures in Dematerialised Form The Debentures will be issued only in dematerialized form The Issuer has made arrangements with the Depositories for the issue of the Debentures in dematerialized form Investors will have to hold the Debentures in dematerialized form as per the provisions of Depositories Act 1996
Consents ILampFS Trust Company Limited has given its written consent for its appointment as debenture trustee to the Issue under Regulations 4(4) of the SEBI Regulations and inclusion of its name in the form and context in which it appears in this Information Memorandum Disclosure Document __
4ti)~ ~ A )ro)
C
Page 42 of60
ANNEXURE 1 SUMMARY TERM SHEET
--------------------------------------------------------------------------- shyIssuer Orris Infrastructure Private Limited
Instrument Secured Cumulative Redeemable Non-Convertible Debentures
Total number of 200 NCDs Face Value ~ 10000000- (Rupees One Crore only) per Debenture
Issue Size ~ 2000000000- (Rupees Two Hundred Crores only)
Issue Price At its face value ie ~ 10000000- (Rupees One Crore only) per Debenture
Mode of Private Placement Placement Object of the The proceeds from the issue shall be utilized for the general Issue corporate purposes of the Company
Form of listed Dematerialised issuance Deemed Date of 23-10-2013 or any other date as decided by the Issuer Allotment
Tenor 48 (forty eight) months from the Deemed Date of Allotment
Redemption After expiry of the Moratorium Period the Issuer shall redeem the Debentures in equal monthly installments over a period of 33 (thirty three) months on each Due Date subject to premature redemption as permitted under the Debenture Trust Deed
Moratorium Period of 15 (Fifteen) months from the Deemed Date of Allotment Period Interest Rate Interest will be payable at the interest rate of 20 (Twenty percent)
per annum payable monthly on the Outstanding Amounts as per the Payment Schedule (refer Annexure 2 to this Information Memorandum Disclosure Document)
The first installment for interest payment shall also include an additional amount equivalent to 125 (one point two five percent) of the issue size (excluding any applicable taxes) to the Debenture holders in proportion to the Debentures held by them
Market Lot One (1) Debenture
Minimum Application
Early Repayment
Escrow Mechanism
------shy
Subject to the conditions specified in the Debenture Trust Deed (Premature Redemption) the Issuer shall have a onetime option to prematurely redeem in a single tranche and not exceeding 25 (twenty five) of the outstanding Debenture Principal Amount at any time after expiry of the 24 (twenty four) months from the Deemed Date of Allotment till the expiry of 30 (Thirty) months of the Deemed Date of Allotment (Premature Redemption Period) The Premature Redemption shall be exercised in a single tranche and shall be subject to fulfillment of each of the following conditions that the Company prematurely redeems Debentures equivalent to an amount in the multiples of ~ 50000000- (Rupees Five Crores Only) with the minimum amount being ~ 150000000- (Rupees Fifteen Crores Only) for redemption in excess of the amounts permitted for Premature Redemption as specified above the Issuer shall pay a premature redemption premium of 2 (two percent) on the amount being redeemed and paid by the Issuer plus applicable service tax or other statutory levy if any subject to deduction of income tax at the rate prescribed under the Income Tax Act 1961 (Premature Redemption Premium) subject to the Escrow Mechanism below the Issuer shall have the option to prematurely redeem the Debentures after the expiry of the Premature Redemption Period without paying any Premature Redemption Premium provided such amounts are in accordance with sub-clause (a) above and any redemption of Debentures by the Issuer in accordance with this Deed shall be proportionate redemption of all the Debentures together through reduction in face value of each Debenture Further the redemption of the Debentures may be carried out in accordance with the Escrow Mechanism mentioned below
All receivables from the Project will be deposited by the Company in an Escrow Account All monies deposited in the Escrow Account shall be utilized in following order Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal with respect to the Debentures Only upon satisfaction of the requirement of (1) and (2) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account towards withdrawal of upto ~ 900000000 (Rupees Ninety Crores only) by the Company After withdrawal of ~ 900000000 (Rupees Ninety Crores only) by the Company
Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal witl]_x~secttyct to
-_8f~~the Debentures (f~X-~~~
~ ) Page 44 amp1 ~____~i
--------------------------------------- -- -------------
Debt Service Reserve Account (DSRA)
Put Option
Issue open on
Issue closed on
Basis for Interest calculation
Listing
Depository
Credit Rating
Security
Only upon satisfaction of the requirement of (a) and (b) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account 60 (Sixty percent) of any further monies in the Escrow Account shall be used to accelerate the redemption of the Debentures and the remaining 40 shall be withdrawn by the Company
Shall mean an amount being not less than ~ 60000000 (Rupees Six Crores only) to be maintained by the Company in the Escrow Account at all times
In the event of a default as defined iIi the Debenture Trust Deed the Debenture Trustee (on instructions from the Debenture holders) can exercise a put option on the Promoters to buy back the entire outstanding Debentures
04-10-2013 or any other date as decided by the Issuer
23-10-2013 or any other date as decided by the Issuer
Interest payable on the Debentures shall accrue on a day to day basis and shall be computed on the basis of 365 (Three Hundred Sixty Five) days divided equally for each of the twelve calendar months
At the WDM segment of the BSE
NSDL and CDSL
ICRA B+ by ICRA Limited
The Debentures together with any interest accrued thereon and outstanding amounts Debenture Trustees remuneration and all costs charges expenses and all other monies due in respect of the Debentures shall be secured by
First and exclusive charge on all Project Receivables through the Deed of Hypothecation together with the Escrow Agreement and such charge will be superior to any other claims on the Project Receivables First and exclusive charge on all amounts lying to the credit of the Escrow Account under the Deed of Hypothecation First and exclusive charge by way of equitable mortgage on the Commercial Property (Mortgaged Property) through execution of a registered Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property in favour of the Debenture Trustee together with a declaration cum undertaking from CDPL declaring the creation of mortgage by deposit of titly-~Si~6d~~ the
I-SI ~~
Page 4~60
----------------------------------------------------------------------------------Commercial Property in terms of the memorandum of entry Equitable mortgage and exclusive charge over FSI equivalent to 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of the Commercial Project together with all the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
Exclusive charge over all the rights title interest benefits claims demands of any nature whatsoever of the Company under andor in respect of the CDPL Collaboration Agreements for development and construction of the Commercial Colony and the entire FSI in the Commercial Project along with proportionate undivided interest in the underlying land and without limitation the following the right to compel performance thereunder and to substitute or be substituted for the Company thereunder and to substitute and be substituted thereunder for the Company thereunder and to commence and conduct either in the name of the Company or in its own name or otherwise any proceedings against any person in respect of any breach of the CDPL Collaboration Agreements and all claims of the Company including in any proceedings against all or any such persons to any amounts owing to or received by the Company thereunder and the rights and benefits of all Approvals to the extent capable of assignment together with the right to further assign any of the CDPL Collaboration Agreements and such Approvals to any Person Pledge of shares representing the entire issued and paid up share capital of CDPL under the Deed of Pledge Personal Guarantee of Sh Vijay Gupta Sh Amit Gupta and Smt Kusum Gupta and Cheques
Security Creation The Security shall be created in the favour of the Debenture Trustee on or before the Deemed Date of Allotment
Representation The representations and warranties of the Company will be set out and Warranties in the Debenture Trust Deed
Event ofDefault All events of default as set out in the Debenture Trust Deed
Upon occurrence of such event of default Debenture Trustee shall (on instruction from the Debenture holders) issue a written notice of default to the Company and grant to the Company a cure period in accordance with the terms of Security Documents
The consequences of an event of default shall be governed_lgtY the provisions in the Security Documents and shall inclu9~~ayfu~i1t of
default interest and enforcement of the Security in the manner specified In the Security Documents including appointment of nominee director(s)
Default Interest An additional interest of 4 pa (four percent per annum) over and Rate above the Interest Rate (as defined hereinafter) (viz the default
interest rate shall be 24 (twenty four percent) payable in relation to the Debentures and the Outstanding Amounts payable In accordance with Security Documents
Registrar and Skyline Financial Services Private Limited Transfer Agent
Compliance All provisions clauses regulations specified by GOISEBIRoCBSE with respect to issue and listing of Redeemable and Secured Non-Convertible Debentures shall be complied with by the Company
Assignment Each Investor may transfer or dispose a part or the whole of its Transferability Debentures without the Companys consent
Governing Law The governing law will be the laws of India and the parties submit to and Jurisdiction the exclusive jurisdiction of the courts in Delhi
~-~---~-~
u c tL ~If) -~~-J bull (
Page 47 of60
ANNEXURE 2 PAYMENT SCHEDULE
Due date
Month 0
Last Day ofMonth 1
Last Day ofMonth 2
Last Day ofMonth 3
Last Day ofMonth 4
Last Day ofMonth 5
Last Day ofMonth 6
Last Day of Month 7
Last Day ofMonth 8
Last Day of Month 9
Last Day of Month 10
Last Day of Month 11
Last Day of Month 12
Last Day of Month 13
Last Day of Month 14
Last Day ofMonth 15
Last Day of Month 16
Last Day of Month 17
Last Day of Month 18
Last Day ofMonth 19
Last Day ofMonth 20
Last Day of Month 21
Last Day of Month 22
Last Day ofMonth 23
Last Day of Month 24
Last Day ofMonth 25
Last Day of Month 26
Last Day ofMonth 27
Outstandino D b t b
e en nre1 su )scrIptlOn amount
I dat mont I en
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
1939393939
1878787879
1818181818
1757575758
1696969697
1636363636
1575757576
1515151515
1454545455
1393939394
1333333333
1272727273
I nterest
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
32323232
31313131
30303030
29292929
28282828
27272727
26262626
25252525
24242424
23232323
22222222
Debenture Payment to I t D b tSll )SCrIP Ion e en nre
t H Idamoun 0 ers
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
60606061 93939394
60606061 92929293
60606061 91919192
60606061 90909091
60606061 89898990
60606061 88888889
60606061 87878788
60606061 86868687
60606061 85858586
60606061 84848485
60606061 83838384
60606061 8~~3 j()gt t~( S( )Page48~60
-
Due date su
Last Day of Month 28
Last Day of Month 29
Last Day of Month 30
Last Day of Month 31
Last Day ofMonth 32
Last Day of Month 33
Last Day of Month 34
Last Day of Month 35
Last Day of Month 36
Last Day of Month 37
Last Day of Month 38
Last Day of Month 39
Last Day of Month 40
Last Day of Month 41
Last Day of Month 42
Last Day of Month 43
Last Day of Month 44
Last Day ofMonth 45
Last Day of Month 46
Last Day of Month 47
Last Day of Tenor
Outstandino D b t b
b ~ t~n ure t SCrIp Ion amoun
t th da mon en
1212121212
1151515152
1090909091
1030303030
969696970
909090909
848484848
787878788
727272727
666666667
606060606
545454545
484848485
424242424
363636364
303030303
242424242
181818182
121212121
60606061
Debentme Payment to Interest subscription
t amoun Debenture
H ld0 ers
21212121 60606061 81818182
20202020 60606061 80808081
19191919 60606061 79797980
18181818 60606061 78787879
17171717 60606061 77777778
16161616 60606061 76767677
15151515 60606061 75757576
14141414 60606061 74747475
13131313 60606061 73737374
12121212 60606061 72727273
11111111 60606061 71717172
10101010 60606061 70707071
9090909 60606061 69696970
8080808 60606061 68686869
7070707 60606061 67676768
6060606 60606061 66666667
5050505 60606061 65656566
4040404 60606061 64646465
3030303 60606061 63636364
2020202 60606061 62626263
1010101 60606061 61616162
The interest payment on the first Due Date shall vary depending on the date onwh~h the
application monies for Debentures arc received til 1~~1
1bull kAij~ lt laquo~~gt ~
-
--
Page 49 of60
ANNEXURE 3
UNDERTAKING BY THE COMPANY
The Company undertakes that bull In the event the Debentures are issued in physical form the Company
shall use a common form of transfer
bull It will provide on a half yearly basis a compliance certificate duly certified by the Debenture Trustee to the Debenture holders in respect of compliance with the terms and conditions of Issue as contained in this Information Memorandum Disclosure Document and
bull Every credit rating obtained shall be periodically reviewed by the Credit Rating Agency and any revision in the rating shall be promptly disclosed by the Company to the Stock Exchange Any change in rating shall be promptly disseminated to Debenture holders and prospective Investors in such manner as the BSE may determine from time to time All information and reports on the Debentures including compliance reports filed by the Company and the Debenture Trustee shall be disseminated to the Debenture holders and the general public by placing them on the website of the Company and shall through the Debenture Trust Deed request the Debenture Trustee to place the same on its website
bull The above Information Memorandum Disclosure Document IS
compliant with all disclosures required to be made for listing of senior non-convertible debentures on a private placement basis on a recognized stock exchange as specified in Schedule I under Regulation 21 of the Securities and Exchange Board of India (Issuing and Listing of Debt Securities) Regulations 2008
laquo~~(~I0~~ For o~InCr ~cture Private Limited
~~WIVijay~
(Chairman)
Page 50 of60
ANNEXURE 4
CREDIT RATING LETTER FROM ICRA LIMITED
Ie R A Limited
Ref DRAT2013-140-362
Mr Sanjay Aggarwal VP - Accounts amp raxation Orris Infrastructure Private Limited J-105 DLF Phase -II MG Road Gurgaon - 122002 Haryana
May 21 2013
Dear Sir
Rc ICRA-assigned Credit Rating for Rs 200 crore NCD Programmc of Orris Infrastructurc l)rivate Limited (instrument details in Annexure)
Please refer to your Rating Requisition dated May 112013 and the subsequent Rating Agreement of May 162013 for carrying out the rating of the aforesaid Bond Programme The Rating Committee
of ICRA after due consideration has assigned a [ICRAIB+ (pronounced as ICM B plus) rating
to the captioned Bond Programme
We would appreciate if you can sign on the duplicate copy of this letter and send it to us within 7
days from the date of this letter as confirmation about the use of the assigned rating The rationale
for assigning the above rating will be sent to you on receipt of your confirmation about the use of our rating as above Any intimation by you about the above rating to any BankerLending
AgencyGovernment AuthoritiesStock Exchange would constitute use of this rating by you
This rating is specific to the terms and conditions of the proposed issue as was indicated to us by you
and any change In the tenns or size of the issue would require the rating to be reviewed by us If
there is any change in the terms and conditions or size of the instrument rated as above the same must be brought to our notice before the issue of the instrument If there is nny such change after the
rating is assigned by us and confirmed to use by you it would be subject to our review and may result in change in the rating assigned
ICRA reserves the right to suspend withdraw or revise the above at any (ime on the basis of new information 01 unav~ilability of information or such other circumstances which ICRA believes may
have an impact on the rating assigned to you
The rating as aforesaid howeVer should not be treated as a recommendation to buy sell or hold the
bonds to be issued by you If the instrument rated as above is not issued by you within a period of 3
BuUding No 5 2 Floor TeL + 91 - 124 - 4545300 wOiosite wwwicraJn Tower A DLF cyber City Fax + 91 - 124 - 4050424 email infoicralndiacom Phase ll Gurgaon 122002
Regd Office 1105 Kailash Building 11 Floor 26 Kastuma Gandhi Marg NeW Delhi - 110001
RATING RES EAR eli INFORMATION
months from the date of this letter communicating the rating the same would stand withdrawn unless
revalidated before the expiry of 3 months
You arc required to forthwith inform us about any default or delay in repayment of intcrest or
principal amount of the instrument mtcd as above or any other debt instruments borrowing Y nu are also required to keep llS forthwith informed of any other devclopments which may have a direct
or indirect impact on the debt servicing capability of the company including any proposal for reshy
schedulement or postponement of the repayment programmes oCthe dues debts of the company with
any lendcr(s) investor(s)
You are required to inform us immediately as and when the borrowing limit for the instrument rated
as above or as prescribed by the regulatory authority (ies) is exceeded
We thank you for your kind cooperation extended during the course of the rating exercise Should
you require any clarification please do not hesitate to get in touch with us
With kind regards
Yours sincerely
for IeRA Limited
-- Iobit Inamdar S (Senior Vice President) (Analyst)
Page 52 of60
Annexure
Details of the bank limits rated by leRA (Rated on long term seale)
Page 53 of60
I eRA limited AIIA~fIiI ofMoltldyIInvllllttmI ~
Ref DRATfl013middot140middot3611
Date August 222013
MI Sanjay AggarwaJ VP - Accounts amp Taxation Orris Infrastructure Private Limited JmiddotIO5 DLF Phasemiddotll MG Road Gurgaonmiddot J22002 Haryana
Dear Sir
Re leRA ruting for Rs 2000 crote NCD Progrumme of Orris Infrastructure Private Umlted
This is with reference to your letter dated August 9 2013 for re-validating your rating for the Rs 200 erore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Boods programme ofyour company and last communicated to you vide QuI letter dated May 212013 stands The other terms and conditions for the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DlRAT12013middot 1410-362 dated May 2013 stands
With kind regards For lCRA Limited
(Senior Vice President)
T~middot + 91middot 124 bull ~ website VWW bulliCfSio fw + 91 124 -~ email info~middoticralndiagtcom
Page 54 of60
Ie R A Lim
Ref DfRAT2013-14O-364
Date October 03 2013
Mr Sanjay Aggarwal VP - Accounts amp Taxation Orris Infrastructure Private Limited J-105 DLF Phasemiddotmiddotll MG Road Gurgaon - 122002 Haryana
Dear Sir
Re ICRA rating for Rs 2000 crOTe NCD Programme of Orris Infrastructure Private Limited
This is with reference to your letter dated September 03 2013 for re-validating your rating for the Rs 200 crore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Bonds programrne of your company and last conununicated to you vide our letter dated August 22 2013 stands The other terrns and conditions fur the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DRATI2QI3middot 14()362 dated May WI3 stands
With kind regards For [eRA Limited
Vi (Senior Vice President)
Buildlng No 2 Iloot Tel + 81 124 - 4545300 websf1e WWWJCf8D
Tower A Cyber Oily Fax + 91 124 bull 4000424 ilImaH lnfoicralfldliLcof1
Phase II Gurgaonmiddot 1~
Regd Offictl noo iltailash Building i 1 Floor 26 KDtwoo Qandhi Marg New Delhi bull 110001
RATING RES EAR C H INfORMATION
Page 55 of60
ANNEXURE 5
CONSENT LETTER FROM DEBENTURE TRUSTEE
Ref No 1750 ITCL JUtmiddots I ru~1 Company Limilt~d
September 30 2013
Orris Infrastructure Private limited (Company) Jmiddot105 OLF PhaSe - 11 MG Road Gurgaon 122002
Kind Attention Mr Vljay Gupta Director
Sub listed Secured Redeemable Non Convertible Debentures (NCDs) aggregating to Rs 200 crs proposed to be issued by the Company on private placement basis
Dear Sirs
This is with reference to our discussion regarding appointment of ILampFS Trust Company limited (ITCL) as Debenture Trustee for the proposedlssue of listed Secured Redeemable NCDsof Rs 1 crore each aggregating to Rs 200 crs to ~ issued by the Company on private placement basis In this regard VIle do hereby give out consent to act as the Debenture Trustee subject to the Company agreeing to the following conditions
1 The Company agrees and undertakes to create the securities over such terms and conditions as detai~d in the signed Information Memorandum as submitted to us and execute the Debenture Trust Deed and other necessary security documents as required
2 The Company agrees amp undertakes to pay Debenture Trustees so long as they hold the office of the De~nture Trustee remuneration as stated in appointment letter dated July 30 2013 for the services as Debenture Trustee in addition to all legal travelling and other costS charges and expenses which the Debenture Trustee or their officers employees or agents rnayiocur in relation to execution of the Debenture Trust Deed and all other documents affecting the Security till the monies in respect of the Debentures have been fully paid-off and the requisite formalities for satisfaction of charge in aU respects have been complied with
3 The Company agrees ft undertakes to comply with the provisions of SEal (Debenture Trustees) Reguliltions 1993 SE61 (Issue and Listing of Debt Securitles) Regulations 2008 SEBICircutar No$EaIIlMOOfgtl1Sondl2oo911 105 dated 11052009 on Simplified Listing Agreement for Debt Securities read with the SEBl Circular No SEBIIIMDDOF-1 tBONDlClr-5120o9 dated the 16th November 2009 the Companies Act 19l)6 ilnd other applicable proviSions I circulars guidelines etc as applicable and amended from time to time and agrees to furnish to Trustees such information in terms of the same on regular basis
Sincerely For ILftFS Trust Company lilDi~d
lL__~~ ~ ~ ~~~ --- ~
Authorized Signatory
lUfFS Finru1 Centre PloINo C 22 G Block 5th Floor Bjr Kurio Complex Bandra (Eastl Mumbamiddotmiddot 40(K)SI INDIA
Bangalor( Office ILEtFSTru1 (ompally Ltdbull ALmiddotLalheef 151 Floor No 2Unioll Slreet Offlnanlry Raad Banglore 5hlX)OI INDIA
New Delhi Offire ILftFSTrusl (ompY tId Amiddot26a lsI Ploor Bhishm Pithamah Marg DefencfCoony New Delhi - 110024 INDIA
Kolkala Offilaquo ILftfSTrusl Company Ltd ILIIFS Constantia lnlflPor n Dr11 lIt Bramachari Street Kolkata bull 700017 INDIA
Page 56 of60
ANNEXURE 6
CONSENT LETTER FROM REGISTRAR AND TRANSFER AGENT i
Skyline Financial Serrr)ices Pvt Ltd SEBI REGISTERED CATEGORY1 REGk)IRARS ampSHARE TRANSfRAtgtENT D153A Ht Floor () nol Area Ph bullbullbullI New Dolhmiddot llO 020 1 9 middot1126812682 2S612~83 EmiddotmaI nOlltyhOaccrn tte-oSi$ wwwSiltyllnfHla_all1
August 29 2013
MrVlneel Kumar Gupta
Sr Manaler Secretarial
Orris InfraSlrucllJre Private Limited
Orris la M G Road
Gurgaoo - 1iG 002 (Hr)
Sub Consent to aet as Registrar to Issue and TfBllSfer Agent
DearSJr
Thls1s in reference 10 YOllr email datild AugJS1 29 2013 We hereby give our consent to act as 21
Registrar to IsSue and Transfer Agent for your propOSed issue of 1O - conveo1ibledebentures Of Rs
20000 Crore (jl1d our name IS Registrar to i$sueandShare Transfer agent may please be included in
Thanking you Y()ursfailhfufy
Vice- President
Page 57 0[60
--
-------
ANNEXURE 7
APPLICA TION FORM
ORRIS INFRASTRUCTURE PRIVATE LIMITED Registered Office RZ-D-5 Mahavir Enclave New Delhi 110045
Corporate Office 1-105 DLF Phase II Mehrauli Gurgaon Gurgaon -122002
Application No ___ Date
Dear Sirs
VWe have read and understood the terms and conditions of issue by Orris Infrastructure Private Limited of senior secured cumulative redeemable Non-Convertible Debentures of face value ~ 10000000 (Rupees One Crores only) having a coupon rate of 20 pa on a private placement basis on the face value aggregating to ~ 2000000000- (Rupees Two Hundred Crores only) (Debenture) contained in the Information Memorandum Disclosure Document dated __2013 VWe bind ourselves to the terms and conditions as contained in the Information Memorandum Disclosure Document and wish to apply for allotment of these Debentures The amount payable on application as shown below is remitted herewith On allotment please place myour name(s) on the Register of Debenture holder(s)
(Please read carefully the instructions on the next page before filling this form)
No of Debentures applied No in figures No in words for
Amount (~)
Detal s I 0 f payment ChequesDemand Date Drawn on Bank DraftlRTGS Details
Applicants Name amp Address in full (please use capital letters)
Pin Code Telephone I Fax Email
I Status Bankin~ Company ( ) Insurance Company ( ) Other ( ) (specify in case of others) Name of Authorized Signatory Designation Signatures Signatoty
Details of Bank Account Bank Name amp Branch Nature ofAccount Account No IFSCINEFT Code middot)---~1
-- --
Depository Details
I1We the undersigned want to hold the Debentures of the Company in the dematerialised fonn Details of myour Beneficiary Account are given below
Depository Participant Name - shy
DPID
Beneficiary Account Number shy
Name of the Applicant
() II We understand that in case of allotment of Debentures to my lour Beneficiary Account as mentioned above would be credited to the extent of Debentures allotted
Taxpayers PAN I GIR No IT CircleIW ardlDistrict ( ) Not Allotted
Tax Deduction Status () Fully ( ) Tax to be ()Yes ONo Exempt deducted at
Source
I1We hereby understand that the Company has not provided and will not provide any material or other infonnation regarding the Debentures except as included in the Infonnation Memorandum Disclosure Document
Signature of the Applicant _________________(Tear here)__________
ACKNOWLEDGEMENT SLIP
Application No Date -- shyReceived From
1shy----------------------~
By ChequelDemand DraftlRTGS No
drawn on towards application for ______ Debentures (Chequesl Demand Drafts are subject to realisation)
For Orris Infrastructure Pvt Ltd
For all further correspondence please contact INFRASTRUCTURE PRIVATE LIMITED Tel +91 124-4979200
Page 59 of60
10
INSTRUCTIONS
You must complete application in full in BLOCK LETTERS IN ENGLISH
2 Your Signatures should be made in English or in any of the Indian languages
3 Application forms duly completed in all respects together with high value Cheques Pay Order Demand Drafts must be lodged at the Orris Infrastructure Private Limited Corporate Office (as provided above)
4 Payments through RTGS shall be made as follows
Beneficiary Account name Orris Infrastructure Private Limited IFSC Code UTIB0000056 Bank Account No 056010200015303 Bank Axis Bank Ltd Branch Sec-14 Gurgaon
5 The Cheque(s)Demand Draft(s) of high value clearing zone should be drawn in favour of ORRIS INFRASTRUCTURE PVT LIMITED and crossed Ale payee only Cheque(s)Demand draft(s) may be drawn on any scheduled bank and payable at Delhi
6 Mr Vineet Gupta as authorised representative of the Company will issue the Acknowledgement Slip (appearing below the Application Form) as acknowledgement of receipt of applications No separate receipt will be issued
7 You should mention your Permanent Account Number or the GIR number allotted under Income- Tax Act 1961 and the Income-Tax CirclelWardlDistrict In case where neither the PAN nor GIR number has been allotted the fact of non-allotment should be mentioned in the application form in the space provided
8 The application would be accepted as per the terms of the issue outlined in the Information Memorandum Disclosure DOC~fii
r1- -~0 gt tl~~ ~gt
j )j~ (~~ ~O
~ shy
Page 60 of60
3 Details of Bank Guarantee6
Bank Guarantee by the Company in respect of Orris Business Square - 95 Acres
ICICI Bank 1 Limited June 182010
Issued by ICICI Bank June 182010 and Valid till October 28 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 2 Bank Ltd Jan 03 2013
ICICI Bank 3 Limited February 232011
Director Town and Country Planning Chandigarh
Director Town and Country Planning Chandigarh Haryana State Pollution Control Board
62946450 October 282012
5938000 October 272014
3750000 February 222016
Bank Guarantee by the Company in respect of Carnation Residency Aster Court Aster Court premier amp Villas 33 -25018 Acres
Issued by ICICI Bank on September 232008 amendment dated September 102010 and valid till September 22 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 4 Bank Ltd September 222012
Issued by ICICI Bank on September 23 2008 amendment dated September 102010 and valid till September 22 2012 after expiry a fresh Guarantee was issued
ING Vysya by Ing vysya bank on 5 Bank Ltd September 222012
Director Town and Country Planing Chandigarh 111524000
September 222014
Director Town and Country Planing Chandigarh
6 The figures are as per audited accounts for the financial year ending March 31 2013
Page 31 0[60
--
----- --- - shyIssued by ICICI Bank on December 16 2010 and expiry date is Dec 15 2015 but we close it Haryana with ICICI Bank and a State fresh guarantee was Pollution
ING Vysya issued by ING Vysya Control January 6 Bank Ltd bank on 23012013 Board 5000000 142016 Bank Guarantee by the Company in respect of Spring Homes middot10043 Acres
Director Town and Country
ING Vysya Planing September 7 Bank Ltd September 32012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 8 Bank Ltd September 3 2012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 9 Bank Ltd September 32012 Chandigarh 13112500 22016
Director Town and Country
ING Vysya Planing September 10 Bank Ltd September 32012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 11 Bank Ltd September 3 2012 Chandigarh 14752500 22016 Bank Guarantee by the Company in respect of Carnation Residency Aster Court Aster Court premier amp Villas 33 -405 Acres
Director Town and Country
ICICI Bank Planing August 71 12 Limited August 8 2011 Chandigarh 21632230 2015
Director Town and Country
ICICI Bank Planing August 7 13 Limited August 8 2011 Chandigarh
---shy5062~~t ~~015
6ltC [-I_i ~~-
I cel i Ieshy -
Note ~
10 Bank Guarantee of 35 Crore is issued by ING Vysya Bank 2 ING Vysya Bank has given counter guarantee against BG of 21632230
amp 5062500 issued for Aster Court Carnation Residency Aster Court Premier amp Villas 33 ING has given counter guarantee for 62946450 amp 3750000 issued for OB8
3 In OB8 all payment of EDC has been made so BG of 62946450 will be released which is already expired
4 Bank guarantee issued by ING Vysya bank is on 10 cash margin on fIxed deposit
5 Security offered against 35 Cr Bank guarantees issued by ING Vysya Bank is following
Orris HQ(J-I0S DLF Phase-II(Gurgaon)-Given as collateral security Janakpuri (C-3260 New Delhi)-Given as collateral security
4 Particulars of debt securities issued (i) for consideration other than cash whether in whole or in part (ii) at premium or discount or (iii) in pursuance of an option
The Company confIrms that save and except the following given below company has not issued any debt securities (i) for consideration other than cash whether in whole or in part (ii) at premium or discount or (iii) in pursuance of an option
bull NCD-I at discount
bull NCD-II at discount bull OCD in pursuance of an option
5 Servicing behavior on existing debt securities payment of due interest on due dates on term loans and debt securities
The Company hereby confIrms that
1 it has been servicing all its principal and interest on time and there has been no subsisting delay or default since its incorporation
Ii there is no subsisting default in repayment redemption of any of its borrowings nor has the Company affected any kind of roll over against any of its borrowings in the past
6 That the permissionconsent from the prior creditor for a second or pari passu charge being created in favor of the trustee to the proposed issue has been obtained
The existing mortgage over the Co~mercial Property s~all be ~leared~tT~l the Company and a no dues certifIcate shall be obtamed pnor ~~tMe -~0--o Deemed Date of Allotment Accordingly the Company hereby cott(rms 1
If) J -~ ~ 1( D gt~
Page 33 6 ~
that it does not require any consent permission to create security in relation to the Debentures as stipulated in this Information Memorandum Disclosure Document and the Security Documents
7 Any material eventdevelopment or change at time of issue or subsequent to the issue which may affect the issue or the Investors decision to invest continue to invest in the debt securities
Directors of the Company represent that there have been no material developments at the time of issue or subsequent to the issue which would materially and adversely affect or are likely to affect the business of the Company or the value of its assets or its ability to pay its liabilities
OTHER INFORMATION AND ISSUE PROCEDURE
The Debentures being offered as part of the Issue are subject to the provisions of the Act the Memorandum and Articles of Association of the Issuer the terms of this Information Memorandum Disclosure Document Application Form and other terms and conditions as may be incorporated in the Debenture Trust Deed and other Security Documents
Issue of Debentures in Dematerialised Form The Debentures will be issued in dematerialized form The necessary arrangements are being made with the Depositories for the issue of the Debentures in dematerialised form Investors will have to hold the Debentures in dematerialised form as per the provisions of Depositories Act 1996 The Company shall take necessary steps to credit the Debentures allotted to the depository account of the Investor
Trustee for the Debenture holder(s) The Issuer has appointed ILampFS Trust Company Limited to act as trustee for the Debenture holder(s) The Issuer and the Debenture Trustee intend to enter into the Debenture Trust Deed inter alia specifying the powers authorities and obligations of the Debenture Trustee and the Issuer The Debenture Trustee shall act based on the provisions of the Debenture Trust Deed The Debenture Trustee will at all times protect the interest of the Debenture holder(s) in accordance with the Debenture Trust Deed
Resignation and Removal of Debenture Trustee The Debenture Trustee and the Company declares that they shall not revoke the Trust hereby declared till the Debentures are redeemed in full The Debenture Trustee may at any time without assigning any reason and without being responsible for any loss or costs occasioned thereby resign as the Debenture Trustee provided that they shall continue to act as Debenture Trustee until a successor trustee is appointed by the Company The Debenture Trustee may also be removed by majority Debenture holders without assigning any reason as per Debenture Trust Deed
Sharing of Information The Issuer may with the written consent of the Debenture holder(s) exchange share or part with any financial or other information about the Debenture holder(s) available with the Issuer with its subsidiaries and affiliates and other banks financial institutions credit bureaus agencies statutory bodies as may be required
Debenture holder not a Shareholder Subject to the Debenture Trust Deed the Debenture holder(s) shall not be entitled to any right and privileges of shareholders other than those available
to them under the Act The Debentures shall not confer upon the Debentt5~r)(~IifI~
holders the right to receive notice(s) or to attend and to vote at any ge111- ~~ meeting(s) of the shareholders of the Issuer (5[ )~
r-)e i3 gt ~
Page 35 of 60--gt
Modification of Debentures or Information Memorandum Disclosure Document The Issuer may make modifications in the Information Memorandum Disclosure Document only upon receiving consent from the Debenture Trustee who in turn shall seek approval from majority Debenture holder(s)
Notices Any notice may be served by the Issuer upon the Debenture holders through post email fax or personal delivery addressed to such Debenture holder at his her registered address and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof All notice(s) to be given by the Debenture holder(s) shall be sent by post or email or fax or by hand delivery to the Issuer or to such persons at such address as may be notified by the Issuer from time to time through suitable communication and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof or at the expiry of the 3 rd day from the date such notice is dispatched whichever is earlier All correspondence regarding the Debentures should be marked Private Placement of Debentures
All notices from the Issuer shall be sent to the Debenture Trustee with copies to the Debenture Holders All notices to be sent by the Debenture Trustee to the Issuer andor the Promoters shall first be sent to the Debenture Holders for Debenture Holder Approval in terms of the Debenture Trust Deed The Debenture Trustee shall ensure and procure that any notice received by the Debenture Trustee from the Issuer andor the Promoters is shared by the Debenture Trustee with all the Debenture Holders of the Issuer within a period of 2 (two) Business Days from the date of receipt of such notice and in every event before the Debenture Trustee responds to such notice
Issue Procedure Only Eligible Investors as given hereunder may apply for the Debentures by completing the application form in the prescribed format as attached in Annexure 7 (Application Form) in BLOCK LETTERS in English as per the instructions contained therein The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the Application Form No application can be made for a fraction of a Debenture Application Forms should be duly completed in all respects and applications not completed in the said manner are liable to be rejected
The name of the applicants bank type of account and account number must be duly completed by the applicant This is required for the applicants own safety and these details will be printed on the refund orders and interest redemption payments c~~ F~~~gt
~ll ~~
~( ~ )~~Jy 11 ~
~ ~
Page 36 of60-~-~ ~
The Application Form must be accompanied by either demand draft(s) or cheque(s) drawn or made payable in favour of the Issuer or otherwise as may be set out in the Application Form and crossed Account Payee Only Cheque(s) or demand draft(s) may be drawn on any bank including a coshyoperative bank which is a member or a sub-member of the New Delhi Bankers Clearing House located If permitted the applicant may transfer payments required to be made in relation to any by electronic transfer of fundsRTGS to the bank account of the Issuer as per details mentioned in the Application Form
Application Procedure Eligible Investors will be invited to subscribe by way of the Application Form prescribed in the Information Memorandum Disclosure Document during the period between the Issue opening date and the Issue closing date (both dates inclusive)
Fictitious Application As a matter of abundant caution and although not applicable in the case of debentures attention of applicants is specially drawn to the provisions of sub-section (I) of Section 68A of the Act
Any person who (a) makes ina fictitious name an application to a company for acquiring or subscribing for any shares therein or (b) otherwise induces a company to allot or register any transfer of shares therein to him or any other person in a fictitious name shall be punishable with imprisonment for a term which may extend to five years
Basis ofAllotment The Investors will be required to remit the funds as well as submit the duly completed Application Form along with other necessary documents to Issuer by the Deemed Date of Allotment Deemed Date of Allotment for the Issue is 23-10-2013 by which date Investors would be intimated of allotment
Record Date The date falling seven days prior to the Due Date or if it happens to be a holiday then the immediately succeeding Business Day shall be the Record Date
Eligible Investors Only those Investors who have been addressed through a communication directly are eligible to apply No other Investor can apply All Investors are required to comply with the relevant regulationsguidelines applicable to them for investing in this issue of Debentures
Note Participation by potential Investors in the issue may be subject to statutory andor 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 ~egulatory requirements applicable t them inclu~i~~lctUi~ exchange controls and other requIrements Applicants ought to seek Independent l~~ -~lti and regulatory advice in relation to the laws applicable to them rtf ~t
Page 37 o~-) ~~
Application under Power of Attorney Original power of attorney or the relevant authority together with its certified true copy as the case may be along with the names and specimen signatures of all the authorized signatories and the tax exemption certificate document if any must be lodged at time of submission of the completed Application Form Further modifications additions in the power of attorney or authority should be notified to the Company at its registered office
Procedure for applying for Dematerialised Facility
I The applicant must have at least one beneficiary account with any of the Depository Participants of NSDLCDSL prior to making the application
2 The applicant must necessarily fill in the details (including the beneficiary account number and Depository Participants ID) appearing in the Application Form under the heading Details for Issue of Debentures in ElectronicDematerialised Form
3 Debentures allotted to an applicant will be credited directly to the applicants respective beneficiary account(s) with the Depository Participants
4 For subscribing to the Debentures names in the Application Form should be identical to those appearing in the account 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 in the Depository
5 Non-transferable allotment advicerefund orders will be directly sent to the applicant by the Registrar and Transfer Agent to the Issue
6 If incompleteincorrect details are given under the heading Details for Issue of Debentures in ElectronicDematerialised 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
7 For allotment of Debentures the address nomination details and other details of the applicant as registered with hisher DP shall be used for all correspondence with the applicant The applicant is therefore responsible for the correctness of hisher demographic details given in the Application Form vis-a-vis those with hisher Depository Participant In case the information is incorrect or insufficient the Issuer would not be liable for the losses if any
8 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 t- ~gti)L~-~(i ~page380~ ~
~nmiddotmiddotmiddotmiddot-middotmiddotmiddotmiddot ~lt---plusmn
Documents to be provided by Eligible Investors
Investors need to submit the following documentation as applicable
Memorandum and Articles of Association or other constitutional documents
Resolution power of attorney authorising investment
Specimen signatures of the authorised signatories duly certified by an appropriate authority
bull SEBI registration certificate (if applicable)
Copy ofPAN Card to be submitted
bull Application fonn (including RTGS details)
Mode of Payment All payments must be made through cheque(s)draft(s)transfersRTGS as set out in the Application Form
Depository Arrangements The Company has appointed Skyline Financial Services Private Limited as the Registrar and Transfer Agent for the present Issue and the Company shall make necessary depository arrangements with CDSL and NSDL for issue and holding of Debentures in dematerialised form
List of Beneficiaries The Issuer shall request the Depositories to provide a list of beneficiaries as at the end of the relevant Record Date This shall be the list which will be used for payments of interest or repayment of redemption monies or any other amounts payable on the Debentures as the case may be
Effect of Holidays Should any of the dates defined above or elsewhere in this Information Memorandum Disclosure Document (except the Deemed Date of Allotment) fallon a day other than a Business Day the immediately succeeding Business Day shall be considered as the effective date(s) In case Record Date book closure date falls on a day other than a Business Day the Business Day the succeeding day shall be the record date book closure date
Tax Deduction at Source Tax as applicable under the Income Tax Act 1961 or any other statutory modification or re-enactment thereof will be deducted at source on the interest payable on the Debentures Tax exemption certificatedocumentform under section 193 of the Income Tax Act 1961 if any must be lodged at th~ Registered Office of th~ Issuer at least fiftee~~~middot(iJ2~~ (15) days before the relevant mterest payment becommg due (~ 1
i t IJ W7i$0 ~---Page 39 of 6O____~ti-----
Letters of Allotment The Issuer shall issue a Letter of Allotment to each Debenture holder on the Deemed Date of Allotment The Debentures will be subsequently credited in dematerialised form within 2 (two) Business Days from the Deemed Date of Allotment
Deemed Date of Allotment All the benefits under the Debentures will accrue to the Debenture holders from the date of receipt of the application monies The actual allotment may take place on a date other than the Deemed Date of Allotment
Refunds For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within seven days from the Deemed Date of Allotment of the Debentures 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
Joint Holders Where two or more persons are holders of any Debenture(s) they shall deem to hold the same as joint tenants with benefits of survivorship
Mode of Transfer Debentures shall be transferred subject to and in accordance with the rules procedure as prescribed by the NSDL CDSL Depository participant of the transferor transferee and any other applicable laws and the rules notified in respect thereof 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 Transferor shall give delivery instructions containing details of the transferees DP account in his depository participant
Succession In the event of demise of Debenture holder the Company will recognize the executor or administrator of the deceased Debenture holder or the holder of succession certificate or other legal representative as having title to the Debentures The Company shall not be bound to recognize such executor administrator or holder of the succession certificate or other legal representatives as having title to the Debentures unless such executor or administrator obtains probate or letter of administration or such holder is the holder of succession certificate or other legal representation as the case may be from a competent Court in India having jurisdiction over the matter The Company may in their absolute discretion where it thinks fit dispense with production of probate or letter of administration or succession ~--~gt
l
certificate or other legal representation in order to recognize such holder ~1 ~)t)
Page 40 of6~ Vv pound ~o-middot~-
bull ~f V
being entitled to the Debentures standing in the name of deceased Debenture holder on production of sufficient documentary proof or indemnity
Nomination In the event of however a deceased Debenture holder(s) having nominated any person entitled to be registered as the Debenture holder in the event of his death such nominee shall be registered as the Debenture holder in place of the deceased Debenture holder
Page 41 of 60 shy
OTHER REGULATORY AND STATUTORY DISCLOSURES
Stock Exchange Disclaimer Clause It is to be distinctly understood that filing of this Information Memorandum Disclosure Document with the Stock Exchange should not is any way be deemed or construed that the same has been cleared or approved by the Stock exchange The Stock Exchange does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue has been made or for the correctness of the statements made or opinions expressed in this Information MemorandumDisclosure Document
Listing Disclaimer The Debentures are proposed to be listed on the Wholesale Debt Market segment of the BSE The Company shall comply with the requirements of the listing agreement to the extent applicable to it on a continuous basis and shall complete all formalities relating to listing of the Debentures
Companys Disclaimer Clause The Company certifies that the disclosures made in this Information MemorandumDisclosure Document are generally adequate and III
conformity with SEBI Regulations Further the Company accepts no responsibility for statements made otherwise than in the Information MemorandumDisclosure Document or Security Documents or any other material issued by or at the instance of the Company and anyone placing reliance on any source of information other than this Information Memorandum Disclosure Document and the Security Documents would be doing at their own risk and the Company will not be liable for such reliance
Issue of Debentures in Dematerialised Form The Debentures will be issued only in dematerialized form The Issuer has made arrangements with the Depositories for the issue of the Debentures in dematerialized form Investors will have to hold the Debentures in dematerialized form as per the provisions of Depositories Act 1996
Consents ILampFS Trust Company Limited has given its written consent for its appointment as debenture trustee to the Issue under Regulations 4(4) of the SEBI Regulations and inclusion of its name in the form and context in which it appears in this Information Memorandum Disclosure Document __
4ti)~ ~ A )ro)
C
Page 42 of60
ANNEXURE 1 SUMMARY TERM SHEET
--------------------------------------------------------------------------- shyIssuer Orris Infrastructure Private Limited
Instrument Secured Cumulative Redeemable Non-Convertible Debentures
Total number of 200 NCDs Face Value ~ 10000000- (Rupees One Crore only) per Debenture
Issue Size ~ 2000000000- (Rupees Two Hundred Crores only)
Issue Price At its face value ie ~ 10000000- (Rupees One Crore only) per Debenture
Mode of Private Placement Placement Object of the The proceeds from the issue shall be utilized for the general Issue corporate purposes of the Company
Form of listed Dematerialised issuance Deemed Date of 23-10-2013 or any other date as decided by the Issuer Allotment
Tenor 48 (forty eight) months from the Deemed Date of Allotment
Redemption After expiry of the Moratorium Period the Issuer shall redeem the Debentures in equal monthly installments over a period of 33 (thirty three) months on each Due Date subject to premature redemption as permitted under the Debenture Trust Deed
Moratorium Period of 15 (Fifteen) months from the Deemed Date of Allotment Period Interest Rate Interest will be payable at the interest rate of 20 (Twenty percent)
per annum payable monthly on the Outstanding Amounts as per the Payment Schedule (refer Annexure 2 to this Information Memorandum Disclosure Document)
The first installment for interest payment shall also include an additional amount equivalent to 125 (one point two five percent) of the issue size (excluding any applicable taxes) to the Debenture holders in proportion to the Debentures held by them
Market Lot One (1) Debenture
Minimum Application
Early Repayment
Escrow Mechanism
------shy
Subject to the conditions specified in the Debenture Trust Deed (Premature Redemption) the Issuer shall have a onetime option to prematurely redeem in a single tranche and not exceeding 25 (twenty five) of the outstanding Debenture Principal Amount at any time after expiry of the 24 (twenty four) months from the Deemed Date of Allotment till the expiry of 30 (Thirty) months of the Deemed Date of Allotment (Premature Redemption Period) The Premature Redemption shall be exercised in a single tranche and shall be subject to fulfillment of each of the following conditions that the Company prematurely redeems Debentures equivalent to an amount in the multiples of ~ 50000000- (Rupees Five Crores Only) with the minimum amount being ~ 150000000- (Rupees Fifteen Crores Only) for redemption in excess of the amounts permitted for Premature Redemption as specified above the Issuer shall pay a premature redemption premium of 2 (two percent) on the amount being redeemed and paid by the Issuer plus applicable service tax or other statutory levy if any subject to deduction of income tax at the rate prescribed under the Income Tax Act 1961 (Premature Redemption Premium) subject to the Escrow Mechanism below the Issuer shall have the option to prematurely redeem the Debentures after the expiry of the Premature Redemption Period without paying any Premature Redemption Premium provided such amounts are in accordance with sub-clause (a) above and any redemption of Debentures by the Issuer in accordance with this Deed shall be proportionate redemption of all the Debentures together through reduction in face value of each Debenture Further the redemption of the Debentures may be carried out in accordance with the Escrow Mechanism mentioned below
All receivables from the Project will be deposited by the Company in an Escrow Account All monies deposited in the Escrow Account shall be utilized in following order Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal with respect to the Debentures Only upon satisfaction of the requirement of (1) and (2) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account towards withdrawal of upto ~ 900000000 (Rupees Ninety Crores only) by the Company After withdrawal of ~ 900000000 (Rupees Ninety Crores only) by the Company
Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal witl]_x~secttyct to
-_8f~~the Debentures (f~X-~~~
~ ) Page 44 amp1 ~____~i
--------------------------------------- -- -------------
Debt Service Reserve Account (DSRA)
Put Option
Issue open on
Issue closed on
Basis for Interest calculation
Listing
Depository
Credit Rating
Security
Only upon satisfaction of the requirement of (a) and (b) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account 60 (Sixty percent) of any further monies in the Escrow Account shall be used to accelerate the redemption of the Debentures and the remaining 40 shall be withdrawn by the Company
Shall mean an amount being not less than ~ 60000000 (Rupees Six Crores only) to be maintained by the Company in the Escrow Account at all times
In the event of a default as defined iIi the Debenture Trust Deed the Debenture Trustee (on instructions from the Debenture holders) can exercise a put option on the Promoters to buy back the entire outstanding Debentures
04-10-2013 or any other date as decided by the Issuer
23-10-2013 or any other date as decided by the Issuer
Interest payable on the Debentures shall accrue on a day to day basis and shall be computed on the basis of 365 (Three Hundred Sixty Five) days divided equally for each of the twelve calendar months
At the WDM segment of the BSE
NSDL and CDSL
ICRA B+ by ICRA Limited
The Debentures together with any interest accrued thereon and outstanding amounts Debenture Trustees remuneration and all costs charges expenses and all other monies due in respect of the Debentures shall be secured by
First and exclusive charge on all Project Receivables through the Deed of Hypothecation together with the Escrow Agreement and such charge will be superior to any other claims on the Project Receivables First and exclusive charge on all amounts lying to the credit of the Escrow Account under the Deed of Hypothecation First and exclusive charge by way of equitable mortgage on the Commercial Property (Mortgaged Property) through execution of a registered Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property in favour of the Debenture Trustee together with a declaration cum undertaking from CDPL declaring the creation of mortgage by deposit of titly-~Si~6d~~ the
I-SI ~~
Page 4~60
----------------------------------------------------------------------------------Commercial Property in terms of the memorandum of entry Equitable mortgage and exclusive charge over FSI equivalent to 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of the Commercial Project together with all the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
Exclusive charge over all the rights title interest benefits claims demands of any nature whatsoever of the Company under andor in respect of the CDPL Collaboration Agreements for development and construction of the Commercial Colony and the entire FSI in the Commercial Project along with proportionate undivided interest in the underlying land and without limitation the following the right to compel performance thereunder and to substitute or be substituted for the Company thereunder and to substitute and be substituted thereunder for the Company thereunder and to commence and conduct either in the name of the Company or in its own name or otherwise any proceedings against any person in respect of any breach of the CDPL Collaboration Agreements and all claims of the Company including in any proceedings against all or any such persons to any amounts owing to or received by the Company thereunder and the rights and benefits of all Approvals to the extent capable of assignment together with the right to further assign any of the CDPL Collaboration Agreements and such Approvals to any Person Pledge of shares representing the entire issued and paid up share capital of CDPL under the Deed of Pledge Personal Guarantee of Sh Vijay Gupta Sh Amit Gupta and Smt Kusum Gupta and Cheques
Security Creation The Security shall be created in the favour of the Debenture Trustee on or before the Deemed Date of Allotment
Representation The representations and warranties of the Company will be set out and Warranties in the Debenture Trust Deed
Event ofDefault All events of default as set out in the Debenture Trust Deed
Upon occurrence of such event of default Debenture Trustee shall (on instruction from the Debenture holders) issue a written notice of default to the Company and grant to the Company a cure period in accordance with the terms of Security Documents
The consequences of an event of default shall be governed_lgtY the provisions in the Security Documents and shall inclu9~~ayfu~i1t of
default interest and enforcement of the Security in the manner specified In the Security Documents including appointment of nominee director(s)
Default Interest An additional interest of 4 pa (four percent per annum) over and Rate above the Interest Rate (as defined hereinafter) (viz the default
interest rate shall be 24 (twenty four percent) payable in relation to the Debentures and the Outstanding Amounts payable In accordance with Security Documents
Registrar and Skyline Financial Services Private Limited Transfer Agent
Compliance All provisions clauses regulations specified by GOISEBIRoCBSE with respect to issue and listing of Redeemable and Secured Non-Convertible Debentures shall be complied with by the Company
Assignment Each Investor may transfer or dispose a part or the whole of its Transferability Debentures without the Companys consent
Governing Law The governing law will be the laws of India and the parties submit to and Jurisdiction the exclusive jurisdiction of the courts in Delhi
~-~---~-~
u c tL ~If) -~~-J bull (
Page 47 of60
ANNEXURE 2 PAYMENT SCHEDULE
Due date
Month 0
Last Day ofMonth 1
Last Day ofMonth 2
Last Day ofMonth 3
Last Day ofMonth 4
Last Day ofMonth 5
Last Day ofMonth 6
Last Day of Month 7
Last Day ofMonth 8
Last Day of Month 9
Last Day of Month 10
Last Day of Month 11
Last Day of Month 12
Last Day of Month 13
Last Day of Month 14
Last Day ofMonth 15
Last Day of Month 16
Last Day of Month 17
Last Day of Month 18
Last Day ofMonth 19
Last Day ofMonth 20
Last Day of Month 21
Last Day of Month 22
Last Day ofMonth 23
Last Day of Month 24
Last Day ofMonth 25
Last Day of Month 26
Last Day ofMonth 27
Outstandino D b t b
e en nre1 su )scrIptlOn amount
I dat mont I en
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
1939393939
1878787879
1818181818
1757575758
1696969697
1636363636
1575757576
1515151515
1454545455
1393939394
1333333333
1272727273
I nterest
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
32323232
31313131
30303030
29292929
28282828
27272727
26262626
25252525
24242424
23232323
22222222
Debenture Payment to I t D b tSll )SCrIP Ion e en nre
t H Idamoun 0 ers
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
60606061 93939394
60606061 92929293
60606061 91919192
60606061 90909091
60606061 89898990
60606061 88888889
60606061 87878788
60606061 86868687
60606061 85858586
60606061 84848485
60606061 83838384
60606061 8~~3 j()gt t~( S( )Page48~60
-
Due date su
Last Day of Month 28
Last Day of Month 29
Last Day of Month 30
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Last Day ofMonth 45
Last Day of Month 46
Last Day of Month 47
Last Day of Tenor
Outstandino D b t b
b ~ t~n ure t SCrIp Ion amoun
t th da mon en
1212121212
1151515152
1090909091
1030303030
969696970
909090909
848484848
787878788
727272727
666666667
606060606
545454545
484848485
424242424
363636364
303030303
242424242
181818182
121212121
60606061
Debentme Payment to Interest subscription
t amoun Debenture
H ld0 ers
21212121 60606061 81818182
20202020 60606061 80808081
19191919 60606061 79797980
18181818 60606061 78787879
17171717 60606061 77777778
16161616 60606061 76767677
15151515 60606061 75757576
14141414 60606061 74747475
13131313 60606061 73737374
12121212 60606061 72727273
11111111 60606061 71717172
10101010 60606061 70707071
9090909 60606061 69696970
8080808 60606061 68686869
7070707 60606061 67676768
6060606 60606061 66666667
5050505 60606061 65656566
4040404 60606061 64646465
3030303 60606061 63636364
2020202 60606061 62626263
1010101 60606061 61616162
The interest payment on the first Due Date shall vary depending on the date onwh~h the
application monies for Debentures arc received til 1~~1
1bull kAij~ lt laquo~~gt ~
-
--
Page 49 of60
ANNEXURE 3
UNDERTAKING BY THE COMPANY
The Company undertakes that bull In the event the Debentures are issued in physical form the Company
shall use a common form of transfer
bull It will provide on a half yearly basis a compliance certificate duly certified by the Debenture Trustee to the Debenture holders in respect of compliance with the terms and conditions of Issue as contained in this Information Memorandum Disclosure Document and
bull Every credit rating obtained shall be periodically reviewed by the Credit Rating Agency and any revision in the rating shall be promptly disclosed by the Company to the Stock Exchange Any change in rating shall be promptly disseminated to Debenture holders and prospective Investors in such manner as the BSE may determine from time to time All information and reports on the Debentures including compliance reports filed by the Company and the Debenture Trustee shall be disseminated to the Debenture holders and the general public by placing them on the website of the Company and shall through the Debenture Trust Deed request the Debenture Trustee to place the same on its website
bull The above Information Memorandum Disclosure Document IS
compliant with all disclosures required to be made for listing of senior non-convertible debentures on a private placement basis on a recognized stock exchange as specified in Schedule I under Regulation 21 of the Securities and Exchange Board of India (Issuing and Listing of Debt Securities) Regulations 2008
laquo~~(~I0~~ For o~InCr ~cture Private Limited
~~WIVijay~
(Chairman)
Page 50 of60
ANNEXURE 4
CREDIT RATING LETTER FROM ICRA LIMITED
Ie R A Limited
Ref DRAT2013-140-362
Mr Sanjay Aggarwal VP - Accounts amp raxation Orris Infrastructure Private Limited J-105 DLF Phase -II MG Road Gurgaon - 122002 Haryana
May 21 2013
Dear Sir
Rc ICRA-assigned Credit Rating for Rs 200 crore NCD Programmc of Orris Infrastructurc l)rivate Limited (instrument details in Annexure)
Please refer to your Rating Requisition dated May 112013 and the subsequent Rating Agreement of May 162013 for carrying out the rating of the aforesaid Bond Programme The Rating Committee
of ICRA after due consideration has assigned a [ICRAIB+ (pronounced as ICM B plus) rating
to the captioned Bond Programme
We would appreciate if you can sign on the duplicate copy of this letter and send it to us within 7
days from the date of this letter as confirmation about the use of the assigned rating The rationale
for assigning the above rating will be sent to you on receipt of your confirmation about the use of our rating as above Any intimation by you about the above rating to any BankerLending
AgencyGovernment AuthoritiesStock Exchange would constitute use of this rating by you
This rating is specific to the terms and conditions of the proposed issue as was indicated to us by you
and any change In the tenns or size of the issue would require the rating to be reviewed by us If
there is any change in the terms and conditions or size of the instrument rated as above the same must be brought to our notice before the issue of the instrument If there is nny such change after the
rating is assigned by us and confirmed to use by you it would be subject to our review and may result in change in the rating assigned
ICRA reserves the right to suspend withdraw or revise the above at any (ime on the basis of new information 01 unav~ilability of information or such other circumstances which ICRA believes may
have an impact on the rating assigned to you
The rating as aforesaid howeVer should not be treated as a recommendation to buy sell or hold the
bonds to be issued by you If the instrument rated as above is not issued by you within a period of 3
BuUding No 5 2 Floor TeL + 91 - 124 - 4545300 wOiosite wwwicraJn Tower A DLF cyber City Fax + 91 - 124 - 4050424 email infoicralndiacom Phase ll Gurgaon 122002
Regd Office 1105 Kailash Building 11 Floor 26 Kastuma Gandhi Marg NeW Delhi - 110001
RATING RES EAR eli INFORMATION
months from the date of this letter communicating the rating the same would stand withdrawn unless
revalidated before the expiry of 3 months
You arc required to forthwith inform us about any default or delay in repayment of intcrest or
principal amount of the instrument mtcd as above or any other debt instruments borrowing Y nu are also required to keep llS forthwith informed of any other devclopments which may have a direct
or indirect impact on the debt servicing capability of the company including any proposal for reshy
schedulement or postponement of the repayment programmes oCthe dues debts of the company with
any lendcr(s) investor(s)
You are required to inform us immediately as and when the borrowing limit for the instrument rated
as above or as prescribed by the regulatory authority (ies) is exceeded
We thank you for your kind cooperation extended during the course of the rating exercise Should
you require any clarification please do not hesitate to get in touch with us
With kind regards
Yours sincerely
for IeRA Limited
-- Iobit Inamdar S (Senior Vice President) (Analyst)
Page 52 of60
Annexure
Details of the bank limits rated by leRA (Rated on long term seale)
Page 53 of60
I eRA limited AIIA~fIiI ofMoltldyIInvllllttmI ~
Ref DRATfl013middot140middot3611
Date August 222013
MI Sanjay AggarwaJ VP - Accounts amp Taxation Orris Infrastructure Private Limited JmiddotIO5 DLF Phasemiddotll MG Road Gurgaonmiddot J22002 Haryana
Dear Sir
Re leRA ruting for Rs 2000 crote NCD Progrumme of Orris Infrastructure Private Umlted
This is with reference to your letter dated August 9 2013 for re-validating your rating for the Rs 200 erore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Boods programme ofyour company and last communicated to you vide QuI letter dated May 212013 stands The other terms and conditions for the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DlRAT12013middot 1410-362 dated May 2013 stands
With kind regards For lCRA Limited
(Senior Vice President)
T~middot + 91middot 124 bull ~ website VWW bulliCfSio fw + 91 124 -~ email info~middoticralndiagtcom
Page 54 of60
Ie R A Lim
Ref DfRAT2013-14O-364
Date October 03 2013
Mr Sanjay Aggarwal VP - Accounts amp Taxation Orris Infrastructure Private Limited J-105 DLF Phasemiddotmiddotll MG Road Gurgaon - 122002 Haryana
Dear Sir
Re ICRA rating for Rs 2000 crOTe NCD Programme of Orris Infrastructure Private Limited
This is with reference to your letter dated September 03 2013 for re-validating your rating for the Rs 200 crore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Bonds programrne of your company and last conununicated to you vide our letter dated August 22 2013 stands The other terrns and conditions fur the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DRATI2QI3middot 14()362 dated May WI3 stands
With kind regards For [eRA Limited
Vi (Senior Vice President)
Buildlng No 2 Iloot Tel + 81 124 - 4545300 websf1e WWWJCf8D
Tower A Cyber Oily Fax + 91 124 bull 4000424 ilImaH lnfoicralfldliLcof1
Phase II Gurgaonmiddot 1~
Regd Offictl noo iltailash Building i 1 Floor 26 KDtwoo Qandhi Marg New Delhi bull 110001
RATING RES EAR C H INfORMATION
Page 55 of60
ANNEXURE 5
CONSENT LETTER FROM DEBENTURE TRUSTEE
Ref No 1750 ITCL JUtmiddots I ru~1 Company Limilt~d
September 30 2013
Orris Infrastructure Private limited (Company) Jmiddot105 OLF PhaSe - 11 MG Road Gurgaon 122002
Kind Attention Mr Vljay Gupta Director
Sub listed Secured Redeemable Non Convertible Debentures (NCDs) aggregating to Rs 200 crs proposed to be issued by the Company on private placement basis
Dear Sirs
This is with reference to our discussion regarding appointment of ILampFS Trust Company limited (ITCL) as Debenture Trustee for the proposedlssue of listed Secured Redeemable NCDsof Rs 1 crore each aggregating to Rs 200 crs to ~ issued by the Company on private placement basis In this regard VIle do hereby give out consent to act as the Debenture Trustee subject to the Company agreeing to the following conditions
1 The Company agrees and undertakes to create the securities over such terms and conditions as detai~d in the signed Information Memorandum as submitted to us and execute the Debenture Trust Deed and other necessary security documents as required
2 The Company agrees amp undertakes to pay Debenture Trustees so long as they hold the office of the De~nture Trustee remuneration as stated in appointment letter dated July 30 2013 for the services as Debenture Trustee in addition to all legal travelling and other costS charges and expenses which the Debenture Trustee or their officers employees or agents rnayiocur in relation to execution of the Debenture Trust Deed and all other documents affecting the Security till the monies in respect of the Debentures have been fully paid-off and the requisite formalities for satisfaction of charge in aU respects have been complied with
3 The Company agrees ft undertakes to comply with the provisions of SEal (Debenture Trustees) Reguliltions 1993 SE61 (Issue and Listing of Debt Securitles) Regulations 2008 SEBICircutar No$EaIIlMOOfgtl1Sondl2oo911 105 dated 11052009 on Simplified Listing Agreement for Debt Securities read with the SEBl Circular No SEBIIIMDDOF-1 tBONDlClr-5120o9 dated the 16th November 2009 the Companies Act 19l)6 ilnd other applicable proviSions I circulars guidelines etc as applicable and amended from time to time and agrees to furnish to Trustees such information in terms of the same on regular basis
Sincerely For ILftFS Trust Company lilDi~d
lL__~~ ~ ~ ~~~ --- ~
Authorized Signatory
lUfFS Finru1 Centre PloINo C 22 G Block 5th Floor Bjr Kurio Complex Bandra (Eastl Mumbamiddotmiddot 40(K)SI INDIA
Bangalor( Office ILEtFSTru1 (ompally Ltdbull ALmiddotLalheef 151 Floor No 2Unioll Slreet Offlnanlry Raad Banglore 5hlX)OI INDIA
New Delhi Offire ILftFSTrusl (ompY tId Amiddot26a lsI Ploor Bhishm Pithamah Marg DefencfCoony New Delhi - 110024 INDIA
Kolkala Offilaquo ILftfSTrusl Company Ltd ILIIFS Constantia lnlflPor n Dr11 lIt Bramachari Street Kolkata bull 700017 INDIA
Page 56 of60
ANNEXURE 6
CONSENT LETTER FROM REGISTRAR AND TRANSFER AGENT i
Skyline Financial Serrr)ices Pvt Ltd SEBI REGISTERED CATEGORY1 REGk)IRARS ampSHARE TRANSfRAtgtENT D153A Ht Floor () nol Area Ph bullbullbullI New Dolhmiddot llO 020 1 9 middot1126812682 2S612~83 EmiddotmaI nOlltyhOaccrn tte-oSi$ wwwSiltyllnfHla_all1
August 29 2013
MrVlneel Kumar Gupta
Sr Manaler Secretarial
Orris InfraSlrucllJre Private Limited
Orris la M G Road
Gurgaoo - 1iG 002 (Hr)
Sub Consent to aet as Registrar to Issue and TfBllSfer Agent
DearSJr
Thls1s in reference 10 YOllr email datild AugJS1 29 2013 We hereby give our consent to act as 21
Registrar to IsSue and Transfer Agent for your propOSed issue of 1O - conveo1ibledebentures Of Rs
20000 Crore (jl1d our name IS Registrar to i$sueandShare Transfer agent may please be included in
Thanking you Y()ursfailhfufy
Vice- President
Page 57 0[60
--
-------
ANNEXURE 7
APPLICA TION FORM
ORRIS INFRASTRUCTURE PRIVATE LIMITED Registered Office RZ-D-5 Mahavir Enclave New Delhi 110045
Corporate Office 1-105 DLF Phase II Mehrauli Gurgaon Gurgaon -122002
Application No ___ Date
Dear Sirs
VWe have read and understood the terms and conditions of issue by Orris Infrastructure Private Limited of senior secured cumulative redeemable Non-Convertible Debentures of face value ~ 10000000 (Rupees One Crores only) having a coupon rate of 20 pa on a private placement basis on the face value aggregating to ~ 2000000000- (Rupees Two Hundred Crores only) (Debenture) contained in the Information Memorandum Disclosure Document dated __2013 VWe bind ourselves to the terms and conditions as contained in the Information Memorandum Disclosure Document and wish to apply for allotment of these Debentures The amount payable on application as shown below is remitted herewith On allotment please place myour name(s) on the Register of Debenture holder(s)
(Please read carefully the instructions on the next page before filling this form)
No of Debentures applied No in figures No in words for
Amount (~)
Detal s I 0 f payment ChequesDemand Date Drawn on Bank DraftlRTGS Details
Applicants Name amp Address in full (please use capital letters)
Pin Code Telephone I Fax Email
I Status Bankin~ Company ( ) Insurance Company ( ) Other ( ) (specify in case of others) Name of Authorized Signatory Designation Signatures Signatoty
Details of Bank Account Bank Name amp Branch Nature ofAccount Account No IFSCINEFT Code middot)---~1
-- --
Depository Details
I1We the undersigned want to hold the Debentures of the Company in the dematerialised fonn Details of myour Beneficiary Account are given below
Depository Participant Name - shy
DPID
Beneficiary Account Number shy
Name of the Applicant
() II We understand that in case of allotment of Debentures to my lour Beneficiary Account as mentioned above would be credited to the extent of Debentures allotted
Taxpayers PAN I GIR No IT CircleIW ardlDistrict ( ) Not Allotted
Tax Deduction Status () Fully ( ) Tax to be ()Yes ONo Exempt deducted at
Source
I1We hereby understand that the Company has not provided and will not provide any material or other infonnation regarding the Debentures except as included in the Infonnation Memorandum Disclosure Document
Signature of the Applicant _________________(Tear here)__________
ACKNOWLEDGEMENT SLIP
Application No Date -- shyReceived From
1shy----------------------~
By ChequelDemand DraftlRTGS No
drawn on towards application for ______ Debentures (Chequesl Demand Drafts are subject to realisation)
For Orris Infrastructure Pvt Ltd
For all further correspondence please contact INFRASTRUCTURE PRIVATE LIMITED Tel +91 124-4979200
Page 59 of60
10
INSTRUCTIONS
You must complete application in full in BLOCK LETTERS IN ENGLISH
2 Your Signatures should be made in English or in any of the Indian languages
3 Application forms duly completed in all respects together with high value Cheques Pay Order Demand Drafts must be lodged at the Orris Infrastructure Private Limited Corporate Office (as provided above)
4 Payments through RTGS shall be made as follows
Beneficiary Account name Orris Infrastructure Private Limited IFSC Code UTIB0000056 Bank Account No 056010200015303 Bank Axis Bank Ltd Branch Sec-14 Gurgaon
5 The Cheque(s)Demand Draft(s) of high value clearing zone should be drawn in favour of ORRIS INFRASTRUCTURE PVT LIMITED and crossed Ale payee only Cheque(s)Demand draft(s) may be drawn on any scheduled bank and payable at Delhi
6 Mr Vineet Gupta as authorised representative of the Company will issue the Acknowledgement Slip (appearing below the Application Form) as acknowledgement of receipt of applications No separate receipt will be issued
7 You should mention your Permanent Account Number or the GIR number allotted under Income- Tax Act 1961 and the Income-Tax CirclelWardlDistrict In case where neither the PAN nor GIR number has been allotted the fact of non-allotment should be mentioned in the application form in the space provided
8 The application would be accepted as per the terms of the issue outlined in the Information Memorandum Disclosure DOC~fii
r1- -~0 gt tl~~ ~gt
j )j~ (~~ ~O
~ shy
Page 60 of60
--
----- --- - shyIssued by ICICI Bank on December 16 2010 and expiry date is Dec 15 2015 but we close it Haryana with ICICI Bank and a State fresh guarantee was Pollution
ING Vysya issued by ING Vysya Control January 6 Bank Ltd bank on 23012013 Board 5000000 142016 Bank Guarantee by the Company in respect of Spring Homes middot10043 Acres
Director Town and Country
ING Vysya Planing September 7 Bank Ltd September 32012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 8 Bank Ltd September 3 2012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 9 Bank Ltd September 32012 Chandigarh 13112500 22016
Director Town and Country
ING Vysya Planing September 10 Bank Ltd September 32012 Chandigarh 14752500 22016
Director Town and Country
ING Vysya Planing September 11 Bank Ltd September 3 2012 Chandigarh 14752500 22016 Bank Guarantee by the Company in respect of Carnation Residency Aster Court Aster Court premier amp Villas 33 -405 Acres
Director Town and Country
ICICI Bank Planing August 71 12 Limited August 8 2011 Chandigarh 21632230 2015
Director Town and Country
ICICI Bank Planing August 7 13 Limited August 8 2011 Chandigarh
---shy5062~~t ~~015
6ltC [-I_i ~~-
I cel i Ieshy -
Note ~
10 Bank Guarantee of 35 Crore is issued by ING Vysya Bank 2 ING Vysya Bank has given counter guarantee against BG of 21632230
amp 5062500 issued for Aster Court Carnation Residency Aster Court Premier amp Villas 33 ING has given counter guarantee for 62946450 amp 3750000 issued for OB8
3 In OB8 all payment of EDC has been made so BG of 62946450 will be released which is already expired
4 Bank guarantee issued by ING Vysya bank is on 10 cash margin on fIxed deposit
5 Security offered against 35 Cr Bank guarantees issued by ING Vysya Bank is following
Orris HQ(J-I0S DLF Phase-II(Gurgaon)-Given as collateral security Janakpuri (C-3260 New Delhi)-Given as collateral security
4 Particulars of debt securities issued (i) for consideration other than cash whether in whole or in part (ii) at premium or discount or (iii) in pursuance of an option
The Company confIrms that save and except the following given below company has not issued any debt securities (i) for consideration other than cash whether in whole or in part (ii) at premium or discount or (iii) in pursuance of an option
bull NCD-I at discount
bull NCD-II at discount bull OCD in pursuance of an option
5 Servicing behavior on existing debt securities payment of due interest on due dates on term loans and debt securities
The Company hereby confIrms that
1 it has been servicing all its principal and interest on time and there has been no subsisting delay or default since its incorporation
Ii there is no subsisting default in repayment redemption of any of its borrowings nor has the Company affected any kind of roll over against any of its borrowings in the past
6 That the permissionconsent from the prior creditor for a second or pari passu charge being created in favor of the trustee to the proposed issue has been obtained
The existing mortgage over the Co~mercial Property s~all be ~leared~tT~l the Company and a no dues certifIcate shall be obtamed pnor ~~tMe -~0--o Deemed Date of Allotment Accordingly the Company hereby cott(rms 1
If) J -~ ~ 1( D gt~
Page 33 6 ~
that it does not require any consent permission to create security in relation to the Debentures as stipulated in this Information Memorandum Disclosure Document and the Security Documents
7 Any material eventdevelopment or change at time of issue or subsequent to the issue which may affect the issue or the Investors decision to invest continue to invest in the debt securities
Directors of the Company represent that there have been no material developments at the time of issue or subsequent to the issue which would materially and adversely affect or are likely to affect the business of the Company or the value of its assets or its ability to pay its liabilities
OTHER INFORMATION AND ISSUE PROCEDURE
The Debentures being offered as part of the Issue are subject to the provisions of the Act the Memorandum and Articles of Association of the Issuer the terms of this Information Memorandum Disclosure Document Application Form and other terms and conditions as may be incorporated in the Debenture Trust Deed and other Security Documents
Issue of Debentures in Dematerialised Form The Debentures will be issued in dematerialized form The necessary arrangements are being made with the Depositories for the issue of the Debentures in dematerialised form Investors will have to hold the Debentures in dematerialised form as per the provisions of Depositories Act 1996 The Company shall take necessary steps to credit the Debentures allotted to the depository account of the Investor
Trustee for the Debenture holder(s) The Issuer has appointed ILampFS Trust Company Limited to act as trustee for the Debenture holder(s) The Issuer and the Debenture Trustee intend to enter into the Debenture Trust Deed inter alia specifying the powers authorities and obligations of the Debenture Trustee and the Issuer The Debenture Trustee shall act based on the provisions of the Debenture Trust Deed The Debenture Trustee will at all times protect the interest of the Debenture holder(s) in accordance with the Debenture Trust Deed
Resignation and Removal of Debenture Trustee The Debenture Trustee and the Company declares that they shall not revoke the Trust hereby declared till the Debentures are redeemed in full The Debenture Trustee may at any time without assigning any reason and without being responsible for any loss or costs occasioned thereby resign as the Debenture Trustee provided that they shall continue to act as Debenture Trustee until a successor trustee is appointed by the Company The Debenture Trustee may also be removed by majority Debenture holders without assigning any reason as per Debenture Trust Deed
Sharing of Information The Issuer may with the written consent of the Debenture holder(s) exchange share or part with any financial or other information about the Debenture holder(s) available with the Issuer with its subsidiaries and affiliates and other banks financial institutions credit bureaus agencies statutory bodies as may be required
Debenture holder not a Shareholder Subject to the Debenture Trust Deed the Debenture holder(s) shall not be entitled to any right and privileges of shareholders other than those available
to them under the Act The Debentures shall not confer upon the Debentt5~r)(~IifI~
holders the right to receive notice(s) or to attend and to vote at any ge111- ~~ meeting(s) of the shareholders of the Issuer (5[ )~
r-)e i3 gt ~
Page 35 of 60--gt
Modification of Debentures or Information Memorandum Disclosure Document The Issuer may make modifications in the Information Memorandum Disclosure Document only upon receiving consent from the Debenture Trustee who in turn shall seek approval from majority Debenture holder(s)
Notices Any notice may be served by the Issuer upon the Debenture holders through post email fax or personal delivery addressed to such Debenture holder at his her registered address and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof All notice(s) to be given by the Debenture holder(s) shall be sent by post or email or fax or by hand delivery to the Issuer or to such persons at such address as may be notified by the Issuer from time to time through suitable communication and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof or at the expiry of the 3 rd day from the date such notice is dispatched whichever is earlier All correspondence regarding the Debentures should be marked Private Placement of Debentures
All notices from the Issuer shall be sent to the Debenture Trustee with copies to the Debenture Holders All notices to be sent by the Debenture Trustee to the Issuer andor the Promoters shall first be sent to the Debenture Holders for Debenture Holder Approval in terms of the Debenture Trust Deed The Debenture Trustee shall ensure and procure that any notice received by the Debenture Trustee from the Issuer andor the Promoters is shared by the Debenture Trustee with all the Debenture Holders of the Issuer within a period of 2 (two) Business Days from the date of receipt of such notice and in every event before the Debenture Trustee responds to such notice
Issue Procedure Only Eligible Investors as given hereunder may apply for the Debentures by completing the application form in the prescribed format as attached in Annexure 7 (Application Form) in BLOCK LETTERS in English as per the instructions contained therein The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the Application Form No application can be made for a fraction of a Debenture Application Forms should be duly completed in all respects and applications not completed in the said manner are liable to be rejected
The name of the applicants bank type of account and account number must be duly completed by the applicant This is required for the applicants own safety and these details will be printed on the refund orders and interest redemption payments c~~ F~~~gt
~ll ~~
~( ~ )~~Jy 11 ~
~ ~
Page 36 of60-~-~ ~
The Application Form must be accompanied by either demand draft(s) or cheque(s) drawn or made payable in favour of the Issuer or otherwise as may be set out in the Application Form and crossed Account Payee Only Cheque(s) or demand draft(s) may be drawn on any bank including a coshyoperative bank which is a member or a sub-member of the New Delhi Bankers Clearing House located If permitted the applicant may transfer payments required to be made in relation to any by electronic transfer of fundsRTGS to the bank account of the Issuer as per details mentioned in the Application Form
Application Procedure Eligible Investors will be invited to subscribe by way of the Application Form prescribed in the Information Memorandum Disclosure Document during the period between the Issue opening date and the Issue closing date (both dates inclusive)
Fictitious Application As a matter of abundant caution and although not applicable in the case of debentures attention of applicants is specially drawn to the provisions of sub-section (I) of Section 68A of the Act
Any person who (a) makes ina fictitious name an application to a company for acquiring or subscribing for any shares therein or (b) otherwise induces a company to allot or register any transfer of shares therein to him or any other person in a fictitious name shall be punishable with imprisonment for a term which may extend to five years
Basis ofAllotment The Investors will be required to remit the funds as well as submit the duly completed Application Form along with other necessary documents to Issuer by the Deemed Date of Allotment Deemed Date of Allotment for the Issue is 23-10-2013 by which date Investors would be intimated of allotment
Record Date The date falling seven days prior to the Due Date or if it happens to be a holiday then the immediately succeeding Business Day shall be the Record Date
Eligible Investors Only those Investors who have been addressed through a communication directly are eligible to apply No other Investor can apply All Investors are required to comply with the relevant regulationsguidelines applicable to them for investing in this issue of Debentures
Note Participation by potential Investors in the issue may be subject to statutory andor 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 ~egulatory requirements applicable t them inclu~i~~lctUi~ exchange controls and other requIrements Applicants ought to seek Independent l~~ -~lti and regulatory advice in relation to the laws applicable to them rtf ~t
Page 37 o~-) ~~
Application under Power of Attorney Original power of attorney or the relevant authority together with its certified true copy as the case may be along with the names and specimen signatures of all the authorized signatories and the tax exemption certificate document if any must be lodged at time of submission of the completed Application Form Further modifications additions in the power of attorney or authority should be notified to the Company at its registered office
Procedure for applying for Dematerialised Facility
I The applicant must have at least one beneficiary account with any of the Depository Participants of NSDLCDSL prior to making the application
2 The applicant must necessarily fill in the details (including the beneficiary account number and Depository Participants ID) appearing in the Application Form under the heading Details for Issue of Debentures in ElectronicDematerialised Form
3 Debentures allotted to an applicant will be credited directly to the applicants respective beneficiary account(s) with the Depository Participants
4 For subscribing to the Debentures names in the Application Form should be identical to those appearing in the account 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 in the Depository
5 Non-transferable allotment advicerefund orders will be directly sent to the applicant by the Registrar and Transfer Agent to the Issue
6 If incompleteincorrect details are given under the heading Details for Issue of Debentures in ElectronicDematerialised 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
7 For allotment of Debentures the address nomination details and other details of the applicant as registered with hisher DP shall be used for all correspondence with the applicant The applicant is therefore responsible for the correctness of hisher demographic details given in the Application Form vis-a-vis those with hisher Depository Participant In case the information is incorrect or insufficient the Issuer would not be liable for the losses if any
8 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 t- ~gti)L~-~(i ~page380~ ~
~nmiddotmiddotmiddotmiddot-middotmiddotmiddotmiddot ~lt---plusmn
Documents to be provided by Eligible Investors
Investors need to submit the following documentation as applicable
Memorandum and Articles of Association or other constitutional documents
Resolution power of attorney authorising investment
Specimen signatures of the authorised signatories duly certified by an appropriate authority
bull SEBI registration certificate (if applicable)
Copy ofPAN Card to be submitted
bull Application fonn (including RTGS details)
Mode of Payment All payments must be made through cheque(s)draft(s)transfersRTGS as set out in the Application Form
Depository Arrangements The Company has appointed Skyline Financial Services Private Limited as the Registrar and Transfer Agent for the present Issue and the Company shall make necessary depository arrangements with CDSL and NSDL for issue and holding of Debentures in dematerialised form
List of Beneficiaries The Issuer shall request the Depositories to provide a list of beneficiaries as at the end of the relevant Record Date This shall be the list which will be used for payments of interest or repayment of redemption monies or any other amounts payable on the Debentures as the case may be
Effect of Holidays Should any of the dates defined above or elsewhere in this Information Memorandum Disclosure Document (except the Deemed Date of Allotment) fallon a day other than a Business Day the immediately succeeding Business Day shall be considered as the effective date(s) In case Record Date book closure date falls on a day other than a Business Day the Business Day the succeeding day shall be the record date book closure date
Tax Deduction at Source Tax as applicable under the Income Tax Act 1961 or any other statutory modification or re-enactment thereof will be deducted at source on the interest payable on the Debentures Tax exemption certificatedocumentform under section 193 of the Income Tax Act 1961 if any must be lodged at th~ Registered Office of th~ Issuer at least fiftee~~~middot(iJ2~~ (15) days before the relevant mterest payment becommg due (~ 1
i t IJ W7i$0 ~---Page 39 of 6O____~ti-----
Letters of Allotment The Issuer shall issue a Letter of Allotment to each Debenture holder on the Deemed Date of Allotment The Debentures will be subsequently credited in dematerialised form within 2 (two) Business Days from the Deemed Date of Allotment
Deemed Date of Allotment All the benefits under the Debentures will accrue to the Debenture holders from the date of receipt of the application monies The actual allotment may take place on a date other than the Deemed Date of Allotment
Refunds For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within seven days from the Deemed Date of Allotment of the Debentures 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
Joint Holders Where two or more persons are holders of any Debenture(s) they shall deem to hold the same as joint tenants with benefits of survivorship
Mode of Transfer Debentures shall be transferred subject to and in accordance with the rules procedure as prescribed by the NSDL CDSL Depository participant of the transferor transferee and any other applicable laws and the rules notified in respect thereof 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 Transferor shall give delivery instructions containing details of the transferees DP account in his depository participant
Succession In the event of demise of Debenture holder the Company will recognize the executor or administrator of the deceased Debenture holder or the holder of succession certificate or other legal representative as having title to the Debentures The Company shall not be bound to recognize such executor administrator or holder of the succession certificate or other legal representatives as having title to the Debentures unless such executor or administrator obtains probate or letter of administration or such holder is the holder of succession certificate or other legal representation as the case may be from a competent Court in India having jurisdiction over the matter The Company may in their absolute discretion where it thinks fit dispense with production of probate or letter of administration or succession ~--~gt
l
certificate or other legal representation in order to recognize such holder ~1 ~)t)
Page 40 of6~ Vv pound ~o-middot~-
bull ~f V
being entitled to the Debentures standing in the name of deceased Debenture holder on production of sufficient documentary proof or indemnity
Nomination In the event of however a deceased Debenture holder(s) having nominated any person entitled to be registered as the Debenture holder in the event of his death such nominee shall be registered as the Debenture holder in place of the deceased Debenture holder
Page 41 of 60 shy
OTHER REGULATORY AND STATUTORY DISCLOSURES
Stock Exchange Disclaimer Clause It is to be distinctly understood that filing of this Information Memorandum Disclosure Document with the Stock Exchange should not is any way be deemed or construed that the same has been cleared or approved by the Stock exchange The Stock Exchange does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue has been made or for the correctness of the statements made or opinions expressed in this Information MemorandumDisclosure Document
Listing Disclaimer The Debentures are proposed to be listed on the Wholesale Debt Market segment of the BSE The Company shall comply with the requirements of the listing agreement to the extent applicable to it on a continuous basis and shall complete all formalities relating to listing of the Debentures
Companys Disclaimer Clause The Company certifies that the disclosures made in this Information MemorandumDisclosure Document are generally adequate and III
conformity with SEBI Regulations Further the Company accepts no responsibility for statements made otherwise than in the Information MemorandumDisclosure Document or Security Documents or any other material issued by or at the instance of the Company and anyone placing reliance on any source of information other than this Information Memorandum Disclosure Document and the Security Documents would be doing at their own risk and the Company will not be liable for such reliance
Issue of Debentures in Dematerialised Form The Debentures will be issued only in dematerialized form The Issuer has made arrangements with the Depositories for the issue of the Debentures in dematerialized form Investors will have to hold the Debentures in dematerialized form as per the provisions of Depositories Act 1996
Consents ILampFS Trust Company Limited has given its written consent for its appointment as debenture trustee to the Issue under Regulations 4(4) of the SEBI Regulations and inclusion of its name in the form and context in which it appears in this Information Memorandum Disclosure Document __
4ti)~ ~ A )ro)
C
Page 42 of60
ANNEXURE 1 SUMMARY TERM SHEET
--------------------------------------------------------------------------- shyIssuer Orris Infrastructure Private Limited
Instrument Secured Cumulative Redeemable Non-Convertible Debentures
Total number of 200 NCDs Face Value ~ 10000000- (Rupees One Crore only) per Debenture
Issue Size ~ 2000000000- (Rupees Two Hundred Crores only)
Issue Price At its face value ie ~ 10000000- (Rupees One Crore only) per Debenture
Mode of Private Placement Placement Object of the The proceeds from the issue shall be utilized for the general Issue corporate purposes of the Company
Form of listed Dematerialised issuance Deemed Date of 23-10-2013 or any other date as decided by the Issuer Allotment
Tenor 48 (forty eight) months from the Deemed Date of Allotment
Redemption After expiry of the Moratorium Period the Issuer shall redeem the Debentures in equal monthly installments over a period of 33 (thirty three) months on each Due Date subject to premature redemption as permitted under the Debenture Trust Deed
Moratorium Period of 15 (Fifteen) months from the Deemed Date of Allotment Period Interest Rate Interest will be payable at the interest rate of 20 (Twenty percent)
per annum payable monthly on the Outstanding Amounts as per the Payment Schedule (refer Annexure 2 to this Information Memorandum Disclosure Document)
The first installment for interest payment shall also include an additional amount equivalent to 125 (one point two five percent) of the issue size (excluding any applicable taxes) to the Debenture holders in proportion to the Debentures held by them
Market Lot One (1) Debenture
Minimum Application
Early Repayment
Escrow Mechanism
------shy
Subject to the conditions specified in the Debenture Trust Deed (Premature Redemption) the Issuer shall have a onetime option to prematurely redeem in a single tranche and not exceeding 25 (twenty five) of the outstanding Debenture Principal Amount at any time after expiry of the 24 (twenty four) months from the Deemed Date of Allotment till the expiry of 30 (Thirty) months of the Deemed Date of Allotment (Premature Redemption Period) The Premature Redemption shall be exercised in a single tranche and shall be subject to fulfillment of each of the following conditions that the Company prematurely redeems Debentures equivalent to an amount in the multiples of ~ 50000000- (Rupees Five Crores Only) with the minimum amount being ~ 150000000- (Rupees Fifteen Crores Only) for redemption in excess of the amounts permitted for Premature Redemption as specified above the Issuer shall pay a premature redemption premium of 2 (two percent) on the amount being redeemed and paid by the Issuer plus applicable service tax or other statutory levy if any subject to deduction of income tax at the rate prescribed under the Income Tax Act 1961 (Premature Redemption Premium) subject to the Escrow Mechanism below the Issuer shall have the option to prematurely redeem the Debentures after the expiry of the Premature Redemption Period without paying any Premature Redemption Premium provided such amounts are in accordance with sub-clause (a) above and any redemption of Debentures by the Issuer in accordance with this Deed shall be proportionate redemption of all the Debentures together through reduction in face value of each Debenture Further the redemption of the Debentures may be carried out in accordance with the Escrow Mechanism mentioned below
All receivables from the Project will be deposited by the Company in an Escrow Account All monies deposited in the Escrow Account shall be utilized in following order Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal with respect to the Debentures Only upon satisfaction of the requirement of (1) and (2) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account towards withdrawal of upto ~ 900000000 (Rupees Ninety Crores only) by the Company After withdrawal of ~ 900000000 (Rupees Ninety Crores only) by the Company
Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal witl]_x~secttyct to
-_8f~~the Debentures (f~X-~~~
~ ) Page 44 amp1 ~____~i
--------------------------------------- -- -------------
Debt Service Reserve Account (DSRA)
Put Option
Issue open on
Issue closed on
Basis for Interest calculation
Listing
Depository
Credit Rating
Security
Only upon satisfaction of the requirement of (a) and (b) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account 60 (Sixty percent) of any further monies in the Escrow Account shall be used to accelerate the redemption of the Debentures and the remaining 40 shall be withdrawn by the Company
Shall mean an amount being not less than ~ 60000000 (Rupees Six Crores only) to be maintained by the Company in the Escrow Account at all times
In the event of a default as defined iIi the Debenture Trust Deed the Debenture Trustee (on instructions from the Debenture holders) can exercise a put option on the Promoters to buy back the entire outstanding Debentures
04-10-2013 or any other date as decided by the Issuer
23-10-2013 or any other date as decided by the Issuer
Interest payable on the Debentures shall accrue on a day to day basis and shall be computed on the basis of 365 (Three Hundred Sixty Five) days divided equally for each of the twelve calendar months
At the WDM segment of the BSE
NSDL and CDSL
ICRA B+ by ICRA Limited
The Debentures together with any interest accrued thereon and outstanding amounts Debenture Trustees remuneration and all costs charges expenses and all other monies due in respect of the Debentures shall be secured by
First and exclusive charge on all Project Receivables through the Deed of Hypothecation together with the Escrow Agreement and such charge will be superior to any other claims on the Project Receivables First and exclusive charge on all amounts lying to the credit of the Escrow Account under the Deed of Hypothecation First and exclusive charge by way of equitable mortgage on the Commercial Property (Mortgaged Property) through execution of a registered Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property in favour of the Debenture Trustee together with a declaration cum undertaking from CDPL declaring the creation of mortgage by deposit of titly-~Si~6d~~ the
I-SI ~~
Page 4~60
----------------------------------------------------------------------------------Commercial Property in terms of the memorandum of entry Equitable mortgage and exclusive charge over FSI equivalent to 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of the Commercial Project together with all the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
Exclusive charge over all the rights title interest benefits claims demands of any nature whatsoever of the Company under andor in respect of the CDPL Collaboration Agreements for development and construction of the Commercial Colony and the entire FSI in the Commercial Project along with proportionate undivided interest in the underlying land and without limitation the following the right to compel performance thereunder and to substitute or be substituted for the Company thereunder and to substitute and be substituted thereunder for the Company thereunder and to commence and conduct either in the name of the Company or in its own name or otherwise any proceedings against any person in respect of any breach of the CDPL Collaboration Agreements and all claims of the Company including in any proceedings against all or any such persons to any amounts owing to or received by the Company thereunder and the rights and benefits of all Approvals to the extent capable of assignment together with the right to further assign any of the CDPL Collaboration Agreements and such Approvals to any Person Pledge of shares representing the entire issued and paid up share capital of CDPL under the Deed of Pledge Personal Guarantee of Sh Vijay Gupta Sh Amit Gupta and Smt Kusum Gupta and Cheques
Security Creation The Security shall be created in the favour of the Debenture Trustee on or before the Deemed Date of Allotment
Representation The representations and warranties of the Company will be set out and Warranties in the Debenture Trust Deed
Event ofDefault All events of default as set out in the Debenture Trust Deed
Upon occurrence of such event of default Debenture Trustee shall (on instruction from the Debenture holders) issue a written notice of default to the Company and grant to the Company a cure period in accordance with the terms of Security Documents
The consequences of an event of default shall be governed_lgtY the provisions in the Security Documents and shall inclu9~~ayfu~i1t of
default interest and enforcement of the Security in the manner specified In the Security Documents including appointment of nominee director(s)
Default Interest An additional interest of 4 pa (four percent per annum) over and Rate above the Interest Rate (as defined hereinafter) (viz the default
interest rate shall be 24 (twenty four percent) payable in relation to the Debentures and the Outstanding Amounts payable In accordance with Security Documents
Registrar and Skyline Financial Services Private Limited Transfer Agent
Compliance All provisions clauses regulations specified by GOISEBIRoCBSE with respect to issue and listing of Redeemable and Secured Non-Convertible Debentures shall be complied with by the Company
Assignment Each Investor may transfer or dispose a part or the whole of its Transferability Debentures without the Companys consent
Governing Law The governing law will be the laws of India and the parties submit to and Jurisdiction the exclusive jurisdiction of the courts in Delhi
~-~---~-~
u c tL ~If) -~~-J bull (
Page 47 of60
ANNEXURE 2 PAYMENT SCHEDULE
Due date
Month 0
Last Day ofMonth 1
Last Day ofMonth 2
Last Day ofMonth 3
Last Day ofMonth 4
Last Day ofMonth 5
Last Day ofMonth 6
Last Day of Month 7
Last Day ofMonth 8
Last Day of Month 9
Last Day of Month 10
Last Day of Month 11
Last Day of Month 12
Last Day of Month 13
Last Day of Month 14
Last Day ofMonth 15
Last Day of Month 16
Last Day of Month 17
Last Day of Month 18
Last Day ofMonth 19
Last Day ofMonth 20
Last Day of Month 21
Last Day of Month 22
Last Day ofMonth 23
Last Day of Month 24
Last Day ofMonth 25
Last Day of Month 26
Last Day ofMonth 27
Outstandino D b t b
e en nre1 su )scrIptlOn amount
I dat mont I en
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
1939393939
1878787879
1818181818
1757575758
1696969697
1636363636
1575757576
1515151515
1454545455
1393939394
1333333333
1272727273
I nterest
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
32323232
31313131
30303030
29292929
28282828
27272727
26262626
25252525
24242424
23232323
22222222
Debenture Payment to I t D b tSll )SCrIP Ion e en nre
t H Idamoun 0 ers
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
60606061 93939394
60606061 92929293
60606061 91919192
60606061 90909091
60606061 89898990
60606061 88888889
60606061 87878788
60606061 86868687
60606061 85858586
60606061 84848485
60606061 83838384
60606061 8~~3 j()gt t~( S( )Page48~60
-
Due date su
Last Day of Month 28
Last Day of Month 29
Last Day of Month 30
Last Day of Month 31
Last Day ofMonth 32
Last Day of Month 33
Last Day of Month 34
Last Day of Month 35
Last Day of Month 36
Last Day of Month 37
Last Day of Month 38
Last Day of Month 39
Last Day of Month 40
Last Day of Month 41
Last Day of Month 42
Last Day of Month 43
Last Day of Month 44
Last Day ofMonth 45
Last Day of Month 46
Last Day of Month 47
Last Day of Tenor
Outstandino D b t b
b ~ t~n ure t SCrIp Ion amoun
t th da mon en
1212121212
1151515152
1090909091
1030303030
969696970
909090909
848484848
787878788
727272727
666666667
606060606
545454545
484848485
424242424
363636364
303030303
242424242
181818182
121212121
60606061
Debentme Payment to Interest subscription
t amoun Debenture
H ld0 ers
21212121 60606061 81818182
20202020 60606061 80808081
19191919 60606061 79797980
18181818 60606061 78787879
17171717 60606061 77777778
16161616 60606061 76767677
15151515 60606061 75757576
14141414 60606061 74747475
13131313 60606061 73737374
12121212 60606061 72727273
11111111 60606061 71717172
10101010 60606061 70707071
9090909 60606061 69696970
8080808 60606061 68686869
7070707 60606061 67676768
6060606 60606061 66666667
5050505 60606061 65656566
4040404 60606061 64646465
3030303 60606061 63636364
2020202 60606061 62626263
1010101 60606061 61616162
The interest payment on the first Due Date shall vary depending on the date onwh~h the
application monies for Debentures arc received til 1~~1
1bull kAij~ lt laquo~~gt ~
-
--
Page 49 of60
ANNEXURE 3
UNDERTAKING BY THE COMPANY
The Company undertakes that bull In the event the Debentures are issued in physical form the Company
shall use a common form of transfer
bull It will provide on a half yearly basis a compliance certificate duly certified by the Debenture Trustee to the Debenture holders in respect of compliance with the terms and conditions of Issue as contained in this Information Memorandum Disclosure Document and
bull Every credit rating obtained shall be periodically reviewed by the Credit Rating Agency and any revision in the rating shall be promptly disclosed by the Company to the Stock Exchange Any change in rating shall be promptly disseminated to Debenture holders and prospective Investors in such manner as the BSE may determine from time to time All information and reports on the Debentures including compliance reports filed by the Company and the Debenture Trustee shall be disseminated to the Debenture holders and the general public by placing them on the website of the Company and shall through the Debenture Trust Deed request the Debenture Trustee to place the same on its website
bull The above Information Memorandum Disclosure Document IS
compliant with all disclosures required to be made for listing of senior non-convertible debentures on a private placement basis on a recognized stock exchange as specified in Schedule I under Regulation 21 of the Securities and Exchange Board of India (Issuing and Listing of Debt Securities) Regulations 2008
laquo~~(~I0~~ For o~InCr ~cture Private Limited
~~WIVijay~
(Chairman)
Page 50 of60
ANNEXURE 4
CREDIT RATING LETTER FROM ICRA LIMITED
Ie R A Limited
Ref DRAT2013-140-362
Mr Sanjay Aggarwal VP - Accounts amp raxation Orris Infrastructure Private Limited J-105 DLF Phase -II MG Road Gurgaon - 122002 Haryana
May 21 2013
Dear Sir
Rc ICRA-assigned Credit Rating for Rs 200 crore NCD Programmc of Orris Infrastructurc l)rivate Limited (instrument details in Annexure)
Please refer to your Rating Requisition dated May 112013 and the subsequent Rating Agreement of May 162013 for carrying out the rating of the aforesaid Bond Programme The Rating Committee
of ICRA after due consideration has assigned a [ICRAIB+ (pronounced as ICM B plus) rating
to the captioned Bond Programme
We would appreciate if you can sign on the duplicate copy of this letter and send it to us within 7
days from the date of this letter as confirmation about the use of the assigned rating The rationale
for assigning the above rating will be sent to you on receipt of your confirmation about the use of our rating as above Any intimation by you about the above rating to any BankerLending
AgencyGovernment AuthoritiesStock Exchange would constitute use of this rating by you
This rating is specific to the terms and conditions of the proposed issue as was indicated to us by you
and any change In the tenns or size of the issue would require the rating to be reviewed by us If
there is any change in the terms and conditions or size of the instrument rated as above the same must be brought to our notice before the issue of the instrument If there is nny such change after the
rating is assigned by us and confirmed to use by you it would be subject to our review and may result in change in the rating assigned
ICRA reserves the right to suspend withdraw or revise the above at any (ime on the basis of new information 01 unav~ilability of information or such other circumstances which ICRA believes may
have an impact on the rating assigned to you
The rating as aforesaid howeVer should not be treated as a recommendation to buy sell or hold the
bonds to be issued by you If the instrument rated as above is not issued by you within a period of 3
BuUding No 5 2 Floor TeL + 91 - 124 - 4545300 wOiosite wwwicraJn Tower A DLF cyber City Fax + 91 - 124 - 4050424 email infoicralndiacom Phase ll Gurgaon 122002
Regd Office 1105 Kailash Building 11 Floor 26 Kastuma Gandhi Marg NeW Delhi - 110001
RATING RES EAR eli INFORMATION
months from the date of this letter communicating the rating the same would stand withdrawn unless
revalidated before the expiry of 3 months
You arc required to forthwith inform us about any default or delay in repayment of intcrest or
principal amount of the instrument mtcd as above or any other debt instruments borrowing Y nu are also required to keep llS forthwith informed of any other devclopments which may have a direct
or indirect impact on the debt servicing capability of the company including any proposal for reshy
schedulement or postponement of the repayment programmes oCthe dues debts of the company with
any lendcr(s) investor(s)
You are required to inform us immediately as and when the borrowing limit for the instrument rated
as above or as prescribed by the regulatory authority (ies) is exceeded
We thank you for your kind cooperation extended during the course of the rating exercise Should
you require any clarification please do not hesitate to get in touch with us
With kind regards
Yours sincerely
for IeRA Limited
-- Iobit Inamdar S (Senior Vice President) (Analyst)
Page 52 of60
Annexure
Details of the bank limits rated by leRA (Rated on long term seale)
Page 53 of60
I eRA limited AIIA~fIiI ofMoltldyIInvllllttmI ~
Ref DRATfl013middot140middot3611
Date August 222013
MI Sanjay AggarwaJ VP - Accounts amp Taxation Orris Infrastructure Private Limited JmiddotIO5 DLF Phasemiddotll MG Road Gurgaonmiddot J22002 Haryana
Dear Sir
Re leRA ruting for Rs 2000 crote NCD Progrumme of Orris Infrastructure Private Umlted
This is with reference to your letter dated August 9 2013 for re-validating your rating for the Rs 200 erore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Boods programme ofyour company and last communicated to you vide QuI letter dated May 212013 stands The other terms and conditions for the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DlRAT12013middot 1410-362 dated May 2013 stands
With kind regards For lCRA Limited
(Senior Vice President)
T~middot + 91middot 124 bull ~ website VWW bulliCfSio fw + 91 124 -~ email info~middoticralndiagtcom
Page 54 of60
Ie R A Lim
Ref DfRAT2013-14O-364
Date October 03 2013
Mr Sanjay Aggarwal VP - Accounts amp Taxation Orris Infrastructure Private Limited J-105 DLF Phasemiddotmiddotll MG Road Gurgaon - 122002 Haryana
Dear Sir
Re ICRA rating for Rs 2000 crOTe NCD Programme of Orris Infrastructure Private Limited
This is with reference to your letter dated September 03 2013 for re-validating your rating for the Rs 200 crore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Bonds programrne of your company and last conununicated to you vide our letter dated August 22 2013 stands The other terrns and conditions fur the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DRATI2QI3middot 14()362 dated May WI3 stands
With kind regards For [eRA Limited
Vi (Senior Vice President)
Buildlng No 2 Iloot Tel + 81 124 - 4545300 websf1e WWWJCf8D
Tower A Cyber Oily Fax + 91 124 bull 4000424 ilImaH lnfoicralfldliLcof1
Phase II Gurgaonmiddot 1~
Regd Offictl noo iltailash Building i 1 Floor 26 KDtwoo Qandhi Marg New Delhi bull 110001
RATING RES EAR C H INfORMATION
Page 55 of60
ANNEXURE 5
CONSENT LETTER FROM DEBENTURE TRUSTEE
Ref No 1750 ITCL JUtmiddots I ru~1 Company Limilt~d
September 30 2013
Orris Infrastructure Private limited (Company) Jmiddot105 OLF PhaSe - 11 MG Road Gurgaon 122002
Kind Attention Mr Vljay Gupta Director
Sub listed Secured Redeemable Non Convertible Debentures (NCDs) aggregating to Rs 200 crs proposed to be issued by the Company on private placement basis
Dear Sirs
This is with reference to our discussion regarding appointment of ILampFS Trust Company limited (ITCL) as Debenture Trustee for the proposedlssue of listed Secured Redeemable NCDsof Rs 1 crore each aggregating to Rs 200 crs to ~ issued by the Company on private placement basis In this regard VIle do hereby give out consent to act as the Debenture Trustee subject to the Company agreeing to the following conditions
1 The Company agrees and undertakes to create the securities over such terms and conditions as detai~d in the signed Information Memorandum as submitted to us and execute the Debenture Trust Deed and other necessary security documents as required
2 The Company agrees amp undertakes to pay Debenture Trustees so long as they hold the office of the De~nture Trustee remuneration as stated in appointment letter dated July 30 2013 for the services as Debenture Trustee in addition to all legal travelling and other costS charges and expenses which the Debenture Trustee or their officers employees or agents rnayiocur in relation to execution of the Debenture Trust Deed and all other documents affecting the Security till the monies in respect of the Debentures have been fully paid-off and the requisite formalities for satisfaction of charge in aU respects have been complied with
3 The Company agrees ft undertakes to comply with the provisions of SEal (Debenture Trustees) Reguliltions 1993 SE61 (Issue and Listing of Debt Securitles) Regulations 2008 SEBICircutar No$EaIIlMOOfgtl1Sondl2oo911 105 dated 11052009 on Simplified Listing Agreement for Debt Securities read with the SEBl Circular No SEBIIIMDDOF-1 tBONDlClr-5120o9 dated the 16th November 2009 the Companies Act 19l)6 ilnd other applicable proviSions I circulars guidelines etc as applicable and amended from time to time and agrees to furnish to Trustees such information in terms of the same on regular basis
Sincerely For ILftFS Trust Company lilDi~d
lL__~~ ~ ~ ~~~ --- ~
Authorized Signatory
lUfFS Finru1 Centre PloINo C 22 G Block 5th Floor Bjr Kurio Complex Bandra (Eastl Mumbamiddotmiddot 40(K)SI INDIA
Bangalor( Office ILEtFSTru1 (ompally Ltdbull ALmiddotLalheef 151 Floor No 2Unioll Slreet Offlnanlry Raad Banglore 5hlX)OI INDIA
New Delhi Offire ILftFSTrusl (ompY tId Amiddot26a lsI Ploor Bhishm Pithamah Marg DefencfCoony New Delhi - 110024 INDIA
Kolkala Offilaquo ILftfSTrusl Company Ltd ILIIFS Constantia lnlflPor n Dr11 lIt Bramachari Street Kolkata bull 700017 INDIA
Page 56 of60
ANNEXURE 6
CONSENT LETTER FROM REGISTRAR AND TRANSFER AGENT i
Skyline Financial Serrr)ices Pvt Ltd SEBI REGISTERED CATEGORY1 REGk)IRARS ampSHARE TRANSfRAtgtENT D153A Ht Floor () nol Area Ph bullbullbullI New Dolhmiddot llO 020 1 9 middot1126812682 2S612~83 EmiddotmaI nOlltyhOaccrn tte-oSi$ wwwSiltyllnfHla_all1
August 29 2013
MrVlneel Kumar Gupta
Sr Manaler Secretarial
Orris InfraSlrucllJre Private Limited
Orris la M G Road
Gurgaoo - 1iG 002 (Hr)
Sub Consent to aet as Registrar to Issue and TfBllSfer Agent
DearSJr
Thls1s in reference 10 YOllr email datild AugJS1 29 2013 We hereby give our consent to act as 21
Registrar to IsSue and Transfer Agent for your propOSed issue of 1O - conveo1ibledebentures Of Rs
20000 Crore (jl1d our name IS Registrar to i$sueandShare Transfer agent may please be included in
Thanking you Y()ursfailhfufy
Vice- President
Page 57 0[60
--
-------
ANNEXURE 7
APPLICA TION FORM
ORRIS INFRASTRUCTURE PRIVATE LIMITED Registered Office RZ-D-5 Mahavir Enclave New Delhi 110045
Corporate Office 1-105 DLF Phase II Mehrauli Gurgaon Gurgaon -122002
Application No ___ Date
Dear Sirs
VWe have read and understood the terms and conditions of issue by Orris Infrastructure Private Limited of senior secured cumulative redeemable Non-Convertible Debentures of face value ~ 10000000 (Rupees One Crores only) having a coupon rate of 20 pa on a private placement basis on the face value aggregating to ~ 2000000000- (Rupees Two Hundred Crores only) (Debenture) contained in the Information Memorandum Disclosure Document dated __2013 VWe bind ourselves to the terms and conditions as contained in the Information Memorandum Disclosure Document and wish to apply for allotment of these Debentures The amount payable on application as shown below is remitted herewith On allotment please place myour name(s) on the Register of Debenture holder(s)
(Please read carefully the instructions on the next page before filling this form)
No of Debentures applied No in figures No in words for
Amount (~)
Detal s I 0 f payment ChequesDemand Date Drawn on Bank DraftlRTGS Details
Applicants Name amp Address in full (please use capital letters)
Pin Code Telephone I Fax Email
I Status Bankin~ Company ( ) Insurance Company ( ) Other ( ) (specify in case of others) Name of Authorized Signatory Designation Signatures Signatoty
Details of Bank Account Bank Name amp Branch Nature ofAccount Account No IFSCINEFT Code middot)---~1
-- --
Depository Details
I1We the undersigned want to hold the Debentures of the Company in the dematerialised fonn Details of myour Beneficiary Account are given below
Depository Participant Name - shy
DPID
Beneficiary Account Number shy
Name of the Applicant
() II We understand that in case of allotment of Debentures to my lour Beneficiary Account as mentioned above would be credited to the extent of Debentures allotted
Taxpayers PAN I GIR No IT CircleIW ardlDistrict ( ) Not Allotted
Tax Deduction Status () Fully ( ) Tax to be ()Yes ONo Exempt deducted at
Source
I1We hereby understand that the Company has not provided and will not provide any material or other infonnation regarding the Debentures except as included in the Infonnation Memorandum Disclosure Document
Signature of the Applicant _________________(Tear here)__________
ACKNOWLEDGEMENT SLIP
Application No Date -- shyReceived From
1shy----------------------~
By ChequelDemand DraftlRTGS No
drawn on towards application for ______ Debentures (Chequesl Demand Drafts are subject to realisation)
For Orris Infrastructure Pvt Ltd
For all further correspondence please contact INFRASTRUCTURE PRIVATE LIMITED Tel +91 124-4979200
Page 59 of60
10
INSTRUCTIONS
You must complete application in full in BLOCK LETTERS IN ENGLISH
2 Your Signatures should be made in English or in any of the Indian languages
3 Application forms duly completed in all respects together with high value Cheques Pay Order Demand Drafts must be lodged at the Orris Infrastructure Private Limited Corporate Office (as provided above)
4 Payments through RTGS shall be made as follows
Beneficiary Account name Orris Infrastructure Private Limited IFSC Code UTIB0000056 Bank Account No 056010200015303 Bank Axis Bank Ltd Branch Sec-14 Gurgaon
5 The Cheque(s)Demand Draft(s) of high value clearing zone should be drawn in favour of ORRIS INFRASTRUCTURE PVT LIMITED and crossed Ale payee only Cheque(s)Demand draft(s) may be drawn on any scheduled bank and payable at Delhi
6 Mr Vineet Gupta as authorised representative of the Company will issue the Acknowledgement Slip (appearing below the Application Form) as acknowledgement of receipt of applications No separate receipt will be issued
7 You should mention your Permanent Account Number or the GIR number allotted under Income- Tax Act 1961 and the Income-Tax CirclelWardlDistrict In case where neither the PAN nor GIR number has been allotted the fact of non-allotment should be mentioned in the application form in the space provided
8 The application would be accepted as per the terms of the issue outlined in the Information Memorandum Disclosure DOC~fii
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~ shy
Page 60 of60
Note ~
10 Bank Guarantee of 35 Crore is issued by ING Vysya Bank 2 ING Vysya Bank has given counter guarantee against BG of 21632230
amp 5062500 issued for Aster Court Carnation Residency Aster Court Premier amp Villas 33 ING has given counter guarantee for 62946450 amp 3750000 issued for OB8
3 In OB8 all payment of EDC has been made so BG of 62946450 will be released which is already expired
4 Bank guarantee issued by ING Vysya bank is on 10 cash margin on fIxed deposit
5 Security offered against 35 Cr Bank guarantees issued by ING Vysya Bank is following
Orris HQ(J-I0S DLF Phase-II(Gurgaon)-Given as collateral security Janakpuri (C-3260 New Delhi)-Given as collateral security
4 Particulars of debt securities issued (i) for consideration other than cash whether in whole or in part (ii) at premium or discount or (iii) in pursuance of an option
The Company confIrms that save and except the following given below company has not issued any debt securities (i) for consideration other than cash whether in whole or in part (ii) at premium or discount or (iii) in pursuance of an option
bull NCD-I at discount
bull NCD-II at discount bull OCD in pursuance of an option
5 Servicing behavior on existing debt securities payment of due interest on due dates on term loans and debt securities
The Company hereby confIrms that
1 it has been servicing all its principal and interest on time and there has been no subsisting delay or default since its incorporation
Ii there is no subsisting default in repayment redemption of any of its borrowings nor has the Company affected any kind of roll over against any of its borrowings in the past
6 That the permissionconsent from the prior creditor for a second or pari passu charge being created in favor of the trustee to the proposed issue has been obtained
The existing mortgage over the Co~mercial Property s~all be ~leared~tT~l the Company and a no dues certifIcate shall be obtamed pnor ~~tMe -~0--o Deemed Date of Allotment Accordingly the Company hereby cott(rms 1
If) J -~ ~ 1( D gt~
Page 33 6 ~
that it does not require any consent permission to create security in relation to the Debentures as stipulated in this Information Memorandum Disclosure Document and the Security Documents
7 Any material eventdevelopment or change at time of issue or subsequent to the issue which may affect the issue or the Investors decision to invest continue to invest in the debt securities
Directors of the Company represent that there have been no material developments at the time of issue or subsequent to the issue which would materially and adversely affect or are likely to affect the business of the Company or the value of its assets or its ability to pay its liabilities
OTHER INFORMATION AND ISSUE PROCEDURE
The Debentures being offered as part of the Issue are subject to the provisions of the Act the Memorandum and Articles of Association of the Issuer the terms of this Information Memorandum Disclosure Document Application Form and other terms and conditions as may be incorporated in the Debenture Trust Deed and other Security Documents
Issue of Debentures in Dematerialised Form The Debentures will be issued in dematerialized form The necessary arrangements are being made with the Depositories for the issue of the Debentures in dematerialised form Investors will have to hold the Debentures in dematerialised form as per the provisions of Depositories Act 1996 The Company shall take necessary steps to credit the Debentures allotted to the depository account of the Investor
Trustee for the Debenture holder(s) The Issuer has appointed ILampFS Trust Company Limited to act as trustee for the Debenture holder(s) The Issuer and the Debenture Trustee intend to enter into the Debenture Trust Deed inter alia specifying the powers authorities and obligations of the Debenture Trustee and the Issuer The Debenture Trustee shall act based on the provisions of the Debenture Trust Deed The Debenture Trustee will at all times protect the interest of the Debenture holder(s) in accordance with the Debenture Trust Deed
Resignation and Removal of Debenture Trustee The Debenture Trustee and the Company declares that they shall not revoke the Trust hereby declared till the Debentures are redeemed in full The Debenture Trustee may at any time without assigning any reason and without being responsible for any loss or costs occasioned thereby resign as the Debenture Trustee provided that they shall continue to act as Debenture Trustee until a successor trustee is appointed by the Company The Debenture Trustee may also be removed by majority Debenture holders without assigning any reason as per Debenture Trust Deed
Sharing of Information The Issuer may with the written consent of the Debenture holder(s) exchange share or part with any financial or other information about the Debenture holder(s) available with the Issuer with its subsidiaries and affiliates and other banks financial institutions credit bureaus agencies statutory bodies as may be required
Debenture holder not a Shareholder Subject to the Debenture Trust Deed the Debenture holder(s) shall not be entitled to any right and privileges of shareholders other than those available
to them under the Act The Debentures shall not confer upon the Debentt5~r)(~IifI~
holders the right to receive notice(s) or to attend and to vote at any ge111- ~~ meeting(s) of the shareholders of the Issuer (5[ )~
r-)e i3 gt ~
Page 35 of 60--gt
Modification of Debentures or Information Memorandum Disclosure Document The Issuer may make modifications in the Information Memorandum Disclosure Document only upon receiving consent from the Debenture Trustee who in turn shall seek approval from majority Debenture holder(s)
Notices Any notice may be served by the Issuer upon the Debenture holders through post email fax or personal delivery addressed to such Debenture holder at his her registered address and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof All notice(s) to be given by the Debenture holder(s) shall be sent by post or email or fax or by hand delivery to the Issuer or to such persons at such address as may be notified by the Issuer from time to time through suitable communication and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof or at the expiry of the 3 rd day from the date such notice is dispatched whichever is earlier All correspondence regarding the Debentures should be marked Private Placement of Debentures
All notices from the Issuer shall be sent to the Debenture Trustee with copies to the Debenture Holders All notices to be sent by the Debenture Trustee to the Issuer andor the Promoters shall first be sent to the Debenture Holders for Debenture Holder Approval in terms of the Debenture Trust Deed The Debenture Trustee shall ensure and procure that any notice received by the Debenture Trustee from the Issuer andor the Promoters is shared by the Debenture Trustee with all the Debenture Holders of the Issuer within a period of 2 (two) Business Days from the date of receipt of such notice and in every event before the Debenture Trustee responds to such notice
Issue Procedure Only Eligible Investors as given hereunder may apply for the Debentures by completing the application form in the prescribed format as attached in Annexure 7 (Application Form) in BLOCK LETTERS in English as per the instructions contained therein The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the Application Form No application can be made for a fraction of a Debenture Application Forms should be duly completed in all respects and applications not completed in the said manner are liable to be rejected
The name of the applicants bank type of account and account number must be duly completed by the applicant This is required for the applicants own safety and these details will be printed on the refund orders and interest redemption payments c~~ F~~~gt
~ll ~~
~( ~ )~~Jy 11 ~
~ ~
Page 36 of60-~-~ ~
The Application Form must be accompanied by either demand draft(s) or cheque(s) drawn or made payable in favour of the Issuer or otherwise as may be set out in the Application Form and crossed Account Payee Only Cheque(s) or demand draft(s) may be drawn on any bank including a coshyoperative bank which is a member or a sub-member of the New Delhi Bankers Clearing House located If permitted the applicant may transfer payments required to be made in relation to any by electronic transfer of fundsRTGS to the bank account of the Issuer as per details mentioned in the Application Form
Application Procedure Eligible Investors will be invited to subscribe by way of the Application Form prescribed in the Information Memorandum Disclosure Document during the period between the Issue opening date and the Issue closing date (both dates inclusive)
Fictitious Application As a matter of abundant caution and although not applicable in the case of debentures attention of applicants is specially drawn to the provisions of sub-section (I) of Section 68A of the Act
Any person who (a) makes ina fictitious name an application to a company for acquiring or subscribing for any shares therein or (b) otherwise induces a company to allot or register any transfer of shares therein to him or any other person in a fictitious name shall be punishable with imprisonment for a term which may extend to five years
Basis ofAllotment The Investors will be required to remit the funds as well as submit the duly completed Application Form along with other necessary documents to Issuer by the Deemed Date of Allotment Deemed Date of Allotment for the Issue is 23-10-2013 by which date Investors would be intimated of allotment
Record Date The date falling seven days prior to the Due Date or if it happens to be a holiday then the immediately succeeding Business Day shall be the Record Date
Eligible Investors Only those Investors who have been addressed through a communication directly are eligible to apply No other Investor can apply All Investors are required to comply with the relevant regulationsguidelines applicable to them for investing in this issue of Debentures
Note Participation by potential Investors in the issue may be subject to statutory andor 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 ~egulatory requirements applicable t them inclu~i~~lctUi~ exchange controls and other requIrements Applicants ought to seek Independent l~~ -~lti and regulatory advice in relation to the laws applicable to them rtf ~t
Page 37 o~-) ~~
Application under Power of Attorney Original power of attorney or the relevant authority together with its certified true copy as the case may be along with the names and specimen signatures of all the authorized signatories and the tax exemption certificate document if any must be lodged at time of submission of the completed Application Form Further modifications additions in the power of attorney or authority should be notified to the Company at its registered office
Procedure for applying for Dematerialised Facility
I The applicant must have at least one beneficiary account with any of the Depository Participants of NSDLCDSL prior to making the application
2 The applicant must necessarily fill in the details (including the beneficiary account number and Depository Participants ID) appearing in the Application Form under the heading Details for Issue of Debentures in ElectronicDematerialised Form
3 Debentures allotted to an applicant will be credited directly to the applicants respective beneficiary account(s) with the Depository Participants
4 For subscribing to the Debentures names in the Application Form should be identical to those appearing in the account 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 in the Depository
5 Non-transferable allotment advicerefund orders will be directly sent to the applicant by the Registrar and Transfer Agent to the Issue
6 If incompleteincorrect details are given under the heading Details for Issue of Debentures in ElectronicDematerialised 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
7 For allotment of Debentures the address nomination details and other details of the applicant as registered with hisher DP shall be used for all correspondence with the applicant The applicant is therefore responsible for the correctness of hisher demographic details given in the Application Form vis-a-vis those with hisher Depository Participant In case the information is incorrect or insufficient the Issuer would not be liable for the losses if any
8 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 t- ~gti)L~-~(i ~page380~ ~
~nmiddotmiddotmiddotmiddot-middotmiddotmiddotmiddot ~lt---plusmn
Documents to be provided by Eligible Investors
Investors need to submit the following documentation as applicable
Memorandum and Articles of Association or other constitutional documents
Resolution power of attorney authorising investment
Specimen signatures of the authorised signatories duly certified by an appropriate authority
bull SEBI registration certificate (if applicable)
Copy ofPAN Card to be submitted
bull Application fonn (including RTGS details)
Mode of Payment All payments must be made through cheque(s)draft(s)transfersRTGS as set out in the Application Form
Depository Arrangements The Company has appointed Skyline Financial Services Private Limited as the Registrar and Transfer Agent for the present Issue and the Company shall make necessary depository arrangements with CDSL and NSDL for issue and holding of Debentures in dematerialised form
List of Beneficiaries The Issuer shall request the Depositories to provide a list of beneficiaries as at the end of the relevant Record Date This shall be the list which will be used for payments of interest or repayment of redemption monies or any other amounts payable on the Debentures as the case may be
Effect of Holidays Should any of the dates defined above or elsewhere in this Information Memorandum Disclosure Document (except the Deemed Date of Allotment) fallon a day other than a Business Day the immediately succeeding Business Day shall be considered as the effective date(s) In case Record Date book closure date falls on a day other than a Business Day the Business Day the succeeding day shall be the record date book closure date
Tax Deduction at Source Tax as applicable under the Income Tax Act 1961 or any other statutory modification or re-enactment thereof will be deducted at source on the interest payable on the Debentures Tax exemption certificatedocumentform under section 193 of the Income Tax Act 1961 if any must be lodged at th~ Registered Office of th~ Issuer at least fiftee~~~middot(iJ2~~ (15) days before the relevant mterest payment becommg due (~ 1
i t IJ W7i$0 ~---Page 39 of 6O____~ti-----
Letters of Allotment The Issuer shall issue a Letter of Allotment to each Debenture holder on the Deemed Date of Allotment The Debentures will be subsequently credited in dematerialised form within 2 (two) Business Days from the Deemed Date of Allotment
Deemed Date of Allotment All the benefits under the Debentures will accrue to the Debenture holders from the date of receipt of the application monies The actual allotment may take place on a date other than the Deemed Date of Allotment
Refunds For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within seven days from the Deemed Date of Allotment of the Debentures 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
Joint Holders Where two or more persons are holders of any Debenture(s) they shall deem to hold the same as joint tenants with benefits of survivorship
Mode of Transfer Debentures shall be transferred subject to and in accordance with the rules procedure as prescribed by the NSDL CDSL Depository participant of the transferor transferee and any other applicable laws and the rules notified in respect thereof 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 Transferor shall give delivery instructions containing details of the transferees DP account in his depository participant
Succession In the event of demise of Debenture holder the Company will recognize the executor or administrator of the deceased Debenture holder or the holder of succession certificate or other legal representative as having title to the Debentures The Company shall not be bound to recognize such executor administrator or holder of the succession certificate or other legal representatives as having title to the Debentures unless such executor or administrator obtains probate or letter of administration or such holder is the holder of succession certificate or other legal representation as the case may be from a competent Court in India having jurisdiction over the matter The Company may in their absolute discretion where it thinks fit dispense with production of probate or letter of administration or succession ~--~gt
l
certificate or other legal representation in order to recognize such holder ~1 ~)t)
Page 40 of6~ Vv pound ~o-middot~-
bull ~f V
being entitled to the Debentures standing in the name of deceased Debenture holder on production of sufficient documentary proof or indemnity
Nomination In the event of however a deceased Debenture holder(s) having nominated any person entitled to be registered as the Debenture holder in the event of his death such nominee shall be registered as the Debenture holder in place of the deceased Debenture holder
Page 41 of 60 shy
OTHER REGULATORY AND STATUTORY DISCLOSURES
Stock Exchange Disclaimer Clause It is to be distinctly understood that filing of this Information Memorandum Disclosure Document with the Stock Exchange should not is any way be deemed or construed that the same has been cleared or approved by the Stock exchange The Stock Exchange does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue has been made or for the correctness of the statements made or opinions expressed in this Information MemorandumDisclosure Document
Listing Disclaimer The Debentures are proposed to be listed on the Wholesale Debt Market segment of the BSE The Company shall comply with the requirements of the listing agreement to the extent applicable to it on a continuous basis and shall complete all formalities relating to listing of the Debentures
Companys Disclaimer Clause The Company certifies that the disclosures made in this Information MemorandumDisclosure Document are generally adequate and III
conformity with SEBI Regulations Further the Company accepts no responsibility for statements made otherwise than in the Information MemorandumDisclosure Document or Security Documents or any other material issued by or at the instance of the Company and anyone placing reliance on any source of information other than this Information Memorandum Disclosure Document and the Security Documents would be doing at their own risk and the Company will not be liable for such reliance
Issue of Debentures in Dematerialised Form The Debentures will be issued only in dematerialized form The Issuer has made arrangements with the Depositories for the issue of the Debentures in dematerialized form Investors will have to hold the Debentures in dematerialized form as per the provisions of Depositories Act 1996
Consents ILampFS Trust Company Limited has given its written consent for its appointment as debenture trustee to the Issue under Regulations 4(4) of the SEBI Regulations and inclusion of its name in the form and context in which it appears in this Information Memorandum Disclosure Document __
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Page 42 of60
ANNEXURE 1 SUMMARY TERM SHEET
--------------------------------------------------------------------------- shyIssuer Orris Infrastructure Private Limited
Instrument Secured Cumulative Redeemable Non-Convertible Debentures
Total number of 200 NCDs Face Value ~ 10000000- (Rupees One Crore only) per Debenture
Issue Size ~ 2000000000- (Rupees Two Hundred Crores only)
Issue Price At its face value ie ~ 10000000- (Rupees One Crore only) per Debenture
Mode of Private Placement Placement Object of the The proceeds from the issue shall be utilized for the general Issue corporate purposes of the Company
Form of listed Dematerialised issuance Deemed Date of 23-10-2013 or any other date as decided by the Issuer Allotment
Tenor 48 (forty eight) months from the Deemed Date of Allotment
Redemption After expiry of the Moratorium Period the Issuer shall redeem the Debentures in equal monthly installments over a period of 33 (thirty three) months on each Due Date subject to premature redemption as permitted under the Debenture Trust Deed
Moratorium Period of 15 (Fifteen) months from the Deemed Date of Allotment Period Interest Rate Interest will be payable at the interest rate of 20 (Twenty percent)
per annum payable monthly on the Outstanding Amounts as per the Payment Schedule (refer Annexure 2 to this Information Memorandum Disclosure Document)
The first installment for interest payment shall also include an additional amount equivalent to 125 (one point two five percent) of the issue size (excluding any applicable taxes) to the Debenture holders in proportion to the Debentures held by them
Market Lot One (1) Debenture
Minimum Application
Early Repayment
Escrow Mechanism
------shy
Subject to the conditions specified in the Debenture Trust Deed (Premature Redemption) the Issuer shall have a onetime option to prematurely redeem in a single tranche and not exceeding 25 (twenty five) of the outstanding Debenture Principal Amount at any time after expiry of the 24 (twenty four) months from the Deemed Date of Allotment till the expiry of 30 (Thirty) months of the Deemed Date of Allotment (Premature Redemption Period) The Premature Redemption shall be exercised in a single tranche and shall be subject to fulfillment of each of the following conditions that the Company prematurely redeems Debentures equivalent to an amount in the multiples of ~ 50000000- (Rupees Five Crores Only) with the minimum amount being ~ 150000000- (Rupees Fifteen Crores Only) for redemption in excess of the amounts permitted for Premature Redemption as specified above the Issuer shall pay a premature redemption premium of 2 (two percent) on the amount being redeemed and paid by the Issuer plus applicable service tax or other statutory levy if any subject to deduction of income tax at the rate prescribed under the Income Tax Act 1961 (Premature Redemption Premium) subject to the Escrow Mechanism below the Issuer shall have the option to prematurely redeem the Debentures after the expiry of the Premature Redemption Period without paying any Premature Redemption Premium provided such amounts are in accordance with sub-clause (a) above and any redemption of Debentures by the Issuer in accordance with this Deed shall be proportionate redemption of all the Debentures together through reduction in face value of each Debenture Further the redemption of the Debentures may be carried out in accordance with the Escrow Mechanism mentioned below
All receivables from the Project will be deposited by the Company in an Escrow Account All monies deposited in the Escrow Account shall be utilized in following order Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal with respect to the Debentures Only upon satisfaction of the requirement of (1) and (2) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account towards withdrawal of upto ~ 900000000 (Rupees Ninety Crores only) by the Company After withdrawal of ~ 900000000 (Rupees Ninety Crores only) by the Company
Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal witl]_x~secttyct to
-_8f~~the Debentures (f~X-~~~
~ ) Page 44 amp1 ~____~i
--------------------------------------- -- -------------
Debt Service Reserve Account (DSRA)
Put Option
Issue open on
Issue closed on
Basis for Interest calculation
Listing
Depository
Credit Rating
Security
Only upon satisfaction of the requirement of (a) and (b) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account 60 (Sixty percent) of any further monies in the Escrow Account shall be used to accelerate the redemption of the Debentures and the remaining 40 shall be withdrawn by the Company
Shall mean an amount being not less than ~ 60000000 (Rupees Six Crores only) to be maintained by the Company in the Escrow Account at all times
In the event of a default as defined iIi the Debenture Trust Deed the Debenture Trustee (on instructions from the Debenture holders) can exercise a put option on the Promoters to buy back the entire outstanding Debentures
04-10-2013 or any other date as decided by the Issuer
23-10-2013 or any other date as decided by the Issuer
Interest payable on the Debentures shall accrue on a day to day basis and shall be computed on the basis of 365 (Three Hundred Sixty Five) days divided equally for each of the twelve calendar months
At the WDM segment of the BSE
NSDL and CDSL
ICRA B+ by ICRA Limited
The Debentures together with any interest accrued thereon and outstanding amounts Debenture Trustees remuneration and all costs charges expenses and all other monies due in respect of the Debentures shall be secured by
First and exclusive charge on all Project Receivables through the Deed of Hypothecation together with the Escrow Agreement and such charge will be superior to any other claims on the Project Receivables First and exclusive charge on all amounts lying to the credit of the Escrow Account under the Deed of Hypothecation First and exclusive charge by way of equitable mortgage on the Commercial Property (Mortgaged Property) through execution of a registered Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property in favour of the Debenture Trustee together with a declaration cum undertaking from CDPL declaring the creation of mortgage by deposit of titly-~Si~6d~~ the
I-SI ~~
Page 4~60
----------------------------------------------------------------------------------Commercial Property in terms of the memorandum of entry Equitable mortgage and exclusive charge over FSI equivalent to 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of the Commercial Project together with all the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
Exclusive charge over all the rights title interest benefits claims demands of any nature whatsoever of the Company under andor in respect of the CDPL Collaboration Agreements for development and construction of the Commercial Colony and the entire FSI in the Commercial Project along with proportionate undivided interest in the underlying land and without limitation the following the right to compel performance thereunder and to substitute or be substituted for the Company thereunder and to substitute and be substituted thereunder for the Company thereunder and to commence and conduct either in the name of the Company or in its own name or otherwise any proceedings against any person in respect of any breach of the CDPL Collaboration Agreements and all claims of the Company including in any proceedings against all or any such persons to any amounts owing to or received by the Company thereunder and the rights and benefits of all Approvals to the extent capable of assignment together with the right to further assign any of the CDPL Collaboration Agreements and such Approvals to any Person Pledge of shares representing the entire issued and paid up share capital of CDPL under the Deed of Pledge Personal Guarantee of Sh Vijay Gupta Sh Amit Gupta and Smt Kusum Gupta and Cheques
Security Creation The Security shall be created in the favour of the Debenture Trustee on or before the Deemed Date of Allotment
Representation The representations and warranties of the Company will be set out and Warranties in the Debenture Trust Deed
Event ofDefault All events of default as set out in the Debenture Trust Deed
Upon occurrence of such event of default Debenture Trustee shall (on instruction from the Debenture holders) issue a written notice of default to the Company and grant to the Company a cure period in accordance with the terms of Security Documents
The consequences of an event of default shall be governed_lgtY the provisions in the Security Documents and shall inclu9~~ayfu~i1t of
default interest and enforcement of the Security in the manner specified In the Security Documents including appointment of nominee director(s)
Default Interest An additional interest of 4 pa (four percent per annum) over and Rate above the Interest Rate (as defined hereinafter) (viz the default
interest rate shall be 24 (twenty four percent) payable in relation to the Debentures and the Outstanding Amounts payable In accordance with Security Documents
Registrar and Skyline Financial Services Private Limited Transfer Agent
Compliance All provisions clauses regulations specified by GOISEBIRoCBSE with respect to issue and listing of Redeemable and Secured Non-Convertible Debentures shall be complied with by the Company
Assignment Each Investor may transfer or dispose a part or the whole of its Transferability Debentures without the Companys consent
Governing Law The governing law will be the laws of India and the parties submit to and Jurisdiction the exclusive jurisdiction of the courts in Delhi
~-~---~-~
u c tL ~If) -~~-J bull (
Page 47 of60
ANNEXURE 2 PAYMENT SCHEDULE
Due date
Month 0
Last Day ofMonth 1
Last Day ofMonth 2
Last Day ofMonth 3
Last Day ofMonth 4
Last Day ofMonth 5
Last Day ofMonth 6
Last Day of Month 7
Last Day ofMonth 8
Last Day of Month 9
Last Day of Month 10
Last Day of Month 11
Last Day of Month 12
Last Day of Month 13
Last Day of Month 14
Last Day ofMonth 15
Last Day of Month 16
Last Day of Month 17
Last Day of Month 18
Last Day ofMonth 19
Last Day ofMonth 20
Last Day of Month 21
Last Day of Month 22
Last Day ofMonth 23
Last Day of Month 24
Last Day ofMonth 25
Last Day of Month 26
Last Day ofMonth 27
Outstandino D b t b
e en nre1 su )scrIptlOn amount
I dat mont I en
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
1939393939
1878787879
1818181818
1757575758
1696969697
1636363636
1575757576
1515151515
1454545455
1393939394
1333333333
1272727273
I nterest
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
32323232
31313131
30303030
29292929
28282828
27272727
26262626
25252525
24242424
23232323
22222222
Debenture Payment to I t D b tSll )SCrIP Ion e en nre
t H Idamoun 0 ers
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
60606061 93939394
60606061 92929293
60606061 91919192
60606061 90909091
60606061 89898990
60606061 88888889
60606061 87878788
60606061 86868687
60606061 85858586
60606061 84848485
60606061 83838384
60606061 8~~3 j()gt t~( S( )Page48~60
-
Due date su
Last Day of Month 28
Last Day of Month 29
Last Day of Month 30
Last Day of Month 31
Last Day ofMonth 32
Last Day of Month 33
Last Day of Month 34
Last Day of Month 35
Last Day of Month 36
Last Day of Month 37
Last Day of Month 38
Last Day of Month 39
Last Day of Month 40
Last Day of Month 41
Last Day of Month 42
Last Day of Month 43
Last Day of Month 44
Last Day ofMonth 45
Last Day of Month 46
Last Day of Month 47
Last Day of Tenor
Outstandino D b t b
b ~ t~n ure t SCrIp Ion amoun
t th da mon en
1212121212
1151515152
1090909091
1030303030
969696970
909090909
848484848
787878788
727272727
666666667
606060606
545454545
484848485
424242424
363636364
303030303
242424242
181818182
121212121
60606061
Debentme Payment to Interest subscription
t amoun Debenture
H ld0 ers
21212121 60606061 81818182
20202020 60606061 80808081
19191919 60606061 79797980
18181818 60606061 78787879
17171717 60606061 77777778
16161616 60606061 76767677
15151515 60606061 75757576
14141414 60606061 74747475
13131313 60606061 73737374
12121212 60606061 72727273
11111111 60606061 71717172
10101010 60606061 70707071
9090909 60606061 69696970
8080808 60606061 68686869
7070707 60606061 67676768
6060606 60606061 66666667
5050505 60606061 65656566
4040404 60606061 64646465
3030303 60606061 63636364
2020202 60606061 62626263
1010101 60606061 61616162
The interest payment on the first Due Date shall vary depending on the date onwh~h the
application monies for Debentures arc received til 1~~1
1bull kAij~ lt laquo~~gt ~
-
--
Page 49 of60
ANNEXURE 3
UNDERTAKING BY THE COMPANY
The Company undertakes that bull In the event the Debentures are issued in physical form the Company
shall use a common form of transfer
bull It will provide on a half yearly basis a compliance certificate duly certified by the Debenture Trustee to the Debenture holders in respect of compliance with the terms and conditions of Issue as contained in this Information Memorandum Disclosure Document and
bull Every credit rating obtained shall be periodically reviewed by the Credit Rating Agency and any revision in the rating shall be promptly disclosed by the Company to the Stock Exchange Any change in rating shall be promptly disseminated to Debenture holders and prospective Investors in such manner as the BSE may determine from time to time All information and reports on the Debentures including compliance reports filed by the Company and the Debenture Trustee shall be disseminated to the Debenture holders and the general public by placing them on the website of the Company and shall through the Debenture Trust Deed request the Debenture Trustee to place the same on its website
bull The above Information Memorandum Disclosure Document IS
compliant with all disclosures required to be made for listing of senior non-convertible debentures on a private placement basis on a recognized stock exchange as specified in Schedule I under Regulation 21 of the Securities and Exchange Board of India (Issuing and Listing of Debt Securities) Regulations 2008
laquo~~(~I0~~ For o~InCr ~cture Private Limited
~~WIVijay~
(Chairman)
Page 50 of60
ANNEXURE 4
CREDIT RATING LETTER FROM ICRA LIMITED
Ie R A Limited
Ref DRAT2013-140-362
Mr Sanjay Aggarwal VP - Accounts amp raxation Orris Infrastructure Private Limited J-105 DLF Phase -II MG Road Gurgaon - 122002 Haryana
May 21 2013
Dear Sir
Rc ICRA-assigned Credit Rating for Rs 200 crore NCD Programmc of Orris Infrastructurc l)rivate Limited (instrument details in Annexure)
Please refer to your Rating Requisition dated May 112013 and the subsequent Rating Agreement of May 162013 for carrying out the rating of the aforesaid Bond Programme The Rating Committee
of ICRA after due consideration has assigned a [ICRAIB+ (pronounced as ICM B plus) rating
to the captioned Bond Programme
We would appreciate if you can sign on the duplicate copy of this letter and send it to us within 7
days from the date of this letter as confirmation about the use of the assigned rating The rationale
for assigning the above rating will be sent to you on receipt of your confirmation about the use of our rating as above Any intimation by you about the above rating to any BankerLending
AgencyGovernment AuthoritiesStock Exchange would constitute use of this rating by you
This rating is specific to the terms and conditions of the proposed issue as was indicated to us by you
and any change In the tenns or size of the issue would require the rating to be reviewed by us If
there is any change in the terms and conditions or size of the instrument rated as above the same must be brought to our notice before the issue of the instrument If there is nny such change after the
rating is assigned by us and confirmed to use by you it would be subject to our review and may result in change in the rating assigned
ICRA reserves the right to suspend withdraw or revise the above at any (ime on the basis of new information 01 unav~ilability of information or such other circumstances which ICRA believes may
have an impact on the rating assigned to you
The rating as aforesaid howeVer should not be treated as a recommendation to buy sell or hold the
bonds to be issued by you If the instrument rated as above is not issued by you within a period of 3
BuUding No 5 2 Floor TeL + 91 - 124 - 4545300 wOiosite wwwicraJn Tower A DLF cyber City Fax + 91 - 124 - 4050424 email infoicralndiacom Phase ll Gurgaon 122002
Regd Office 1105 Kailash Building 11 Floor 26 Kastuma Gandhi Marg NeW Delhi - 110001
RATING RES EAR eli INFORMATION
months from the date of this letter communicating the rating the same would stand withdrawn unless
revalidated before the expiry of 3 months
You arc required to forthwith inform us about any default or delay in repayment of intcrest or
principal amount of the instrument mtcd as above or any other debt instruments borrowing Y nu are also required to keep llS forthwith informed of any other devclopments which may have a direct
or indirect impact on the debt servicing capability of the company including any proposal for reshy
schedulement or postponement of the repayment programmes oCthe dues debts of the company with
any lendcr(s) investor(s)
You are required to inform us immediately as and when the borrowing limit for the instrument rated
as above or as prescribed by the regulatory authority (ies) is exceeded
We thank you for your kind cooperation extended during the course of the rating exercise Should
you require any clarification please do not hesitate to get in touch with us
With kind regards
Yours sincerely
for IeRA Limited
-- Iobit Inamdar S (Senior Vice President) (Analyst)
Page 52 of60
Annexure
Details of the bank limits rated by leRA (Rated on long term seale)
Page 53 of60
I eRA limited AIIA~fIiI ofMoltldyIInvllllttmI ~
Ref DRATfl013middot140middot3611
Date August 222013
MI Sanjay AggarwaJ VP - Accounts amp Taxation Orris Infrastructure Private Limited JmiddotIO5 DLF Phasemiddotll MG Road Gurgaonmiddot J22002 Haryana
Dear Sir
Re leRA ruting for Rs 2000 crote NCD Progrumme of Orris Infrastructure Private Umlted
This is with reference to your letter dated August 9 2013 for re-validating your rating for the Rs 200 erore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Boods programme ofyour company and last communicated to you vide QuI letter dated May 212013 stands The other terms and conditions for the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DlRAT12013middot 1410-362 dated May 2013 stands
With kind regards For lCRA Limited
(Senior Vice President)
T~middot + 91middot 124 bull ~ website VWW bulliCfSio fw + 91 124 -~ email info~middoticralndiagtcom
Page 54 of60
Ie R A Lim
Ref DfRAT2013-14O-364
Date October 03 2013
Mr Sanjay Aggarwal VP - Accounts amp Taxation Orris Infrastructure Private Limited J-105 DLF Phasemiddotmiddotll MG Road Gurgaon - 122002 Haryana
Dear Sir
Re ICRA rating for Rs 2000 crOTe NCD Programme of Orris Infrastructure Private Limited
This is with reference to your letter dated September 03 2013 for re-validating your rating for the Rs 200 crore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Bonds programrne of your company and last conununicated to you vide our letter dated August 22 2013 stands The other terrns and conditions fur the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DRATI2QI3middot 14()362 dated May WI3 stands
With kind regards For [eRA Limited
Vi (Senior Vice President)
Buildlng No 2 Iloot Tel + 81 124 - 4545300 websf1e WWWJCf8D
Tower A Cyber Oily Fax + 91 124 bull 4000424 ilImaH lnfoicralfldliLcof1
Phase II Gurgaonmiddot 1~
Regd Offictl noo iltailash Building i 1 Floor 26 KDtwoo Qandhi Marg New Delhi bull 110001
RATING RES EAR C H INfORMATION
Page 55 of60
ANNEXURE 5
CONSENT LETTER FROM DEBENTURE TRUSTEE
Ref No 1750 ITCL JUtmiddots I ru~1 Company Limilt~d
September 30 2013
Orris Infrastructure Private limited (Company) Jmiddot105 OLF PhaSe - 11 MG Road Gurgaon 122002
Kind Attention Mr Vljay Gupta Director
Sub listed Secured Redeemable Non Convertible Debentures (NCDs) aggregating to Rs 200 crs proposed to be issued by the Company on private placement basis
Dear Sirs
This is with reference to our discussion regarding appointment of ILampFS Trust Company limited (ITCL) as Debenture Trustee for the proposedlssue of listed Secured Redeemable NCDsof Rs 1 crore each aggregating to Rs 200 crs to ~ issued by the Company on private placement basis In this regard VIle do hereby give out consent to act as the Debenture Trustee subject to the Company agreeing to the following conditions
1 The Company agrees and undertakes to create the securities over such terms and conditions as detai~d in the signed Information Memorandum as submitted to us and execute the Debenture Trust Deed and other necessary security documents as required
2 The Company agrees amp undertakes to pay Debenture Trustees so long as they hold the office of the De~nture Trustee remuneration as stated in appointment letter dated July 30 2013 for the services as Debenture Trustee in addition to all legal travelling and other costS charges and expenses which the Debenture Trustee or their officers employees or agents rnayiocur in relation to execution of the Debenture Trust Deed and all other documents affecting the Security till the monies in respect of the Debentures have been fully paid-off and the requisite formalities for satisfaction of charge in aU respects have been complied with
3 The Company agrees ft undertakes to comply with the provisions of SEal (Debenture Trustees) Reguliltions 1993 SE61 (Issue and Listing of Debt Securitles) Regulations 2008 SEBICircutar No$EaIIlMOOfgtl1Sondl2oo911 105 dated 11052009 on Simplified Listing Agreement for Debt Securities read with the SEBl Circular No SEBIIIMDDOF-1 tBONDlClr-5120o9 dated the 16th November 2009 the Companies Act 19l)6 ilnd other applicable proviSions I circulars guidelines etc as applicable and amended from time to time and agrees to furnish to Trustees such information in terms of the same on regular basis
Sincerely For ILftFS Trust Company lilDi~d
lL__~~ ~ ~ ~~~ --- ~
Authorized Signatory
lUfFS Finru1 Centre PloINo C 22 G Block 5th Floor Bjr Kurio Complex Bandra (Eastl Mumbamiddotmiddot 40(K)SI INDIA
Bangalor( Office ILEtFSTru1 (ompally Ltdbull ALmiddotLalheef 151 Floor No 2Unioll Slreet Offlnanlry Raad Banglore 5hlX)OI INDIA
New Delhi Offire ILftFSTrusl (ompY tId Amiddot26a lsI Ploor Bhishm Pithamah Marg DefencfCoony New Delhi - 110024 INDIA
Kolkala Offilaquo ILftfSTrusl Company Ltd ILIIFS Constantia lnlflPor n Dr11 lIt Bramachari Street Kolkata bull 700017 INDIA
Page 56 of60
ANNEXURE 6
CONSENT LETTER FROM REGISTRAR AND TRANSFER AGENT i
Skyline Financial Serrr)ices Pvt Ltd SEBI REGISTERED CATEGORY1 REGk)IRARS ampSHARE TRANSfRAtgtENT D153A Ht Floor () nol Area Ph bullbullbullI New Dolhmiddot llO 020 1 9 middot1126812682 2S612~83 EmiddotmaI nOlltyhOaccrn tte-oSi$ wwwSiltyllnfHla_all1
August 29 2013
MrVlneel Kumar Gupta
Sr Manaler Secretarial
Orris InfraSlrucllJre Private Limited
Orris la M G Road
Gurgaoo - 1iG 002 (Hr)
Sub Consent to aet as Registrar to Issue and TfBllSfer Agent
DearSJr
Thls1s in reference 10 YOllr email datild AugJS1 29 2013 We hereby give our consent to act as 21
Registrar to IsSue and Transfer Agent for your propOSed issue of 1O - conveo1ibledebentures Of Rs
20000 Crore (jl1d our name IS Registrar to i$sueandShare Transfer agent may please be included in
Thanking you Y()ursfailhfufy
Vice- President
Page 57 0[60
--
-------
ANNEXURE 7
APPLICA TION FORM
ORRIS INFRASTRUCTURE PRIVATE LIMITED Registered Office RZ-D-5 Mahavir Enclave New Delhi 110045
Corporate Office 1-105 DLF Phase II Mehrauli Gurgaon Gurgaon -122002
Application No ___ Date
Dear Sirs
VWe have read and understood the terms and conditions of issue by Orris Infrastructure Private Limited of senior secured cumulative redeemable Non-Convertible Debentures of face value ~ 10000000 (Rupees One Crores only) having a coupon rate of 20 pa on a private placement basis on the face value aggregating to ~ 2000000000- (Rupees Two Hundred Crores only) (Debenture) contained in the Information Memorandum Disclosure Document dated __2013 VWe bind ourselves to the terms and conditions as contained in the Information Memorandum Disclosure Document and wish to apply for allotment of these Debentures The amount payable on application as shown below is remitted herewith On allotment please place myour name(s) on the Register of Debenture holder(s)
(Please read carefully the instructions on the next page before filling this form)
No of Debentures applied No in figures No in words for
Amount (~)
Detal s I 0 f payment ChequesDemand Date Drawn on Bank DraftlRTGS Details
Applicants Name amp Address in full (please use capital letters)
Pin Code Telephone I Fax Email
I Status Bankin~ Company ( ) Insurance Company ( ) Other ( ) (specify in case of others) Name of Authorized Signatory Designation Signatures Signatoty
Details of Bank Account Bank Name amp Branch Nature ofAccount Account No IFSCINEFT Code middot)---~1
-- --
Depository Details
I1We the undersigned want to hold the Debentures of the Company in the dematerialised fonn Details of myour Beneficiary Account are given below
Depository Participant Name - shy
DPID
Beneficiary Account Number shy
Name of the Applicant
() II We understand that in case of allotment of Debentures to my lour Beneficiary Account as mentioned above would be credited to the extent of Debentures allotted
Taxpayers PAN I GIR No IT CircleIW ardlDistrict ( ) Not Allotted
Tax Deduction Status () Fully ( ) Tax to be ()Yes ONo Exempt deducted at
Source
I1We hereby understand that the Company has not provided and will not provide any material or other infonnation regarding the Debentures except as included in the Infonnation Memorandum Disclosure Document
Signature of the Applicant _________________(Tear here)__________
ACKNOWLEDGEMENT SLIP
Application No Date -- shyReceived From
1shy----------------------~
By ChequelDemand DraftlRTGS No
drawn on towards application for ______ Debentures (Chequesl Demand Drafts are subject to realisation)
For Orris Infrastructure Pvt Ltd
For all further correspondence please contact INFRASTRUCTURE PRIVATE LIMITED Tel +91 124-4979200
Page 59 of60
10
INSTRUCTIONS
You must complete application in full in BLOCK LETTERS IN ENGLISH
2 Your Signatures should be made in English or in any of the Indian languages
3 Application forms duly completed in all respects together with high value Cheques Pay Order Demand Drafts must be lodged at the Orris Infrastructure Private Limited Corporate Office (as provided above)
4 Payments through RTGS shall be made as follows
Beneficiary Account name Orris Infrastructure Private Limited IFSC Code UTIB0000056 Bank Account No 056010200015303 Bank Axis Bank Ltd Branch Sec-14 Gurgaon
5 The Cheque(s)Demand Draft(s) of high value clearing zone should be drawn in favour of ORRIS INFRASTRUCTURE PVT LIMITED and crossed Ale payee only Cheque(s)Demand draft(s) may be drawn on any scheduled bank and payable at Delhi
6 Mr Vineet Gupta as authorised representative of the Company will issue the Acknowledgement Slip (appearing below the Application Form) as acknowledgement of receipt of applications No separate receipt will be issued
7 You should mention your Permanent Account Number or the GIR number allotted under Income- Tax Act 1961 and the Income-Tax CirclelWardlDistrict In case where neither the PAN nor GIR number has been allotted the fact of non-allotment should be mentioned in the application form in the space provided
8 The application would be accepted as per the terms of the issue outlined in the Information Memorandum Disclosure DOC~fii
r1- -~0 gt tl~~ ~gt
j )j~ (~~ ~O
~ shy
Page 60 of60
that it does not require any consent permission to create security in relation to the Debentures as stipulated in this Information Memorandum Disclosure Document and the Security Documents
7 Any material eventdevelopment or change at time of issue or subsequent to the issue which may affect the issue or the Investors decision to invest continue to invest in the debt securities
Directors of the Company represent that there have been no material developments at the time of issue or subsequent to the issue which would materially and adversely affect or are likely to affect the business of the Company or the value of its assets or its ability to pay its liabilities
OTHER INFORMATION AND ISSUE PROCEDURE
The Debentures being offered as part of the Issue are subject to the provisions of the Act the Memorandum and Articles of Association of the Issuer the terms of this Information Memorandum Disclosure Document Application Form and other terms and conditions as may be incorporated in the Debenture Trust Deed and other Security Documents
Issue of Debentures in Dematerialised Form The Debentures will be issued in dematerialized form The necessary arrangements are being made with the Depositories for the issue of the Debentures in dematerialised form Investors will have to hold the Debentures in dematerialised form as per the provisions of Depositories Act 1996 The Company shall take necessary steps to credit the Debentures allotted to the depository account of the Investor
Trustee for the Debenture holder(s) The Issuer has appointed ILampFS Trust Company Limited to act as trustee for the Debenture holder(s) The Issuer and the Debenture Trustee intend to enter into the Debenture Trust Deed inter alia specifying the powers authorities and obligations of the Debenture Trustee and the Issuer The Debenture Trustee shall act based on the provisions of the Debenture Trust Deed The Debenture Trustee will at all times protect the interest of the Debenture holder(s) in accordance with the Debenture Trust Deed
Resignation and Removal of Debenture Trustee The Debenture Trustee and the Company declares that they shall not revoke the Trust hereby declared till the Debentures are redeemed in full The Debenture Trustee may at any time without assigning any reason and without being responsible for any loss or costs occasioned thereby resign as the Debenture Trustee provided that they shall continue to act as Debenture Trustee until a successor trustee is appointed by the Company The Debenture Trustee may also be removed by majority Debenture holders without assigning any reason as per Debenture Trust Deed
Sharing of Information The Issuer may with the written consent of the Debenture holder(s) exchange share or part with any financial or other information about the Debenture holder(s) available with the Issuer with its subsidiaries and affiliates and other banks financial institutions credit bureaus agencies statutory bodies as may be required
Debenture holder not a Shareholder Subject to the Debenture Trust Deed the Debenture holder(s) shall not be entitled to any right and privileges of shareholders other than those available
to them under the Act The Debentures shall not confer upon the Debentt5~r)(~IifI~
holders the right to receive notice(s) or to attend and to vote at any ge111- ~~ meeting(s) of the shareholders of the Issuer (5[ )~
r-)e i3 gt ~
Page 35 of 60--gt
Modification of Debentures or Information Memorandum Disclosure Document The Issuer may make modifications in the Information Memorandum Disclosure Document only upon receiving consent from the Debenture Trustee who in turn shall seek approval from majority Debenture holder(s)
Notices Any notice may be served by the Issuer upon the Debenture holders through post email fax or personal delivery addressed to such Debenture holder at his her registered address and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof All notice(s) to be given by the Debenture holder(s) shall be sent by post or email or fax or by hand delivery to the Issuer or to such persons at such address as may be notified by the Issuer from time to time through suitable communication and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof or at the expiry of the 3 rd day from the date such notice is dispatched whichever is earlier All correspondence regarding the Debentures should be marked Private Placement of Debentures
All notices from the Issuer shall be sent to the Debenture Trustee with copies to the Debenture Holders All notices to be sent by the Debenture Trustee to the Issuer andor the Promoters shall first be sent to the Debenture Holders for Debenture Holder Approval in terms of the Debenture Trust Deed The Debenture Trustee shall ensure and procure that any notice received by the Debenture Trustee from the Issuer andor the Promoters is shared by the Debenture Trustee with all the Debenture Holders of the Issuer within a period of 2 (two) Business Days from the date of receipt of such notice and in every event before the Debenture Trustee responds to such notice
Issue Procedure Only Eligible Investors as given hereunder may apply for the Debentures by completing the application form in the prescribed format as attached in Annexure 7 (Application Form) in BLOCK LETTERS in English as per the instructions contained therein The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the Application Form No application can be made for a fraction of a Debenture Application Forms should be duly completed in all respects and applications not completed in the said manner are liable to be rejected
The name of the applicants bank type of account and account number must be duly completed by the applicant This is required for the applicants own safety and these details will be printed on the refund orders and interest redemption payments c~~ F~~~gt
~ll ~~
~( ~ )~~Jy 11 ~
~ ~
Page 36 of60-~-~ ~
The Application Form must be accompanied by either demand draft(s) or cheque(s) drawn or made payable in favour of the Issuer or otherwise as may be set out in the Application Form and crossed Account Payee Only Cheque(s) or demand draft(s) may be drawn on any bank including a coshyoperative bank which is a member or a sub-member of the New Delhi Bankers Clearing House located If permitted the applicant may transfer payments required to be made in relation to any by electronic transfer of fundsRTGS to the bank account of the Issuer as per details mentioned in the Application Form
Application Procedure Eligible Investors will be invited to subscribe by way of the Application Form prescribed in the Information Memorandum Disclosure Document during the period between the Issue opening date and the Issue closing date (both dates inclusive)
Fictitious Application As a matter of abundant caution and although not applicable in the case of debentures attention of applicants is specially drawn to the provisions of sub-section (I) of Section 68A of the Act
Any person who (a) makes ina fictitious name an application to a company for acquiring or subscribing for any shares therein or (b) otherwise induces a company to allot or register any transfer of shares therein to him or any other person in a fictitious name shall be punishable with imprisonment for a term which may extend to five years
Basis ofAllotment The Investors will be required to remit the funds as well as submit the duly completed Application Form along with other necessary documents to Issuer by the Deemed Date of Allotment Deemed Date of Allotment for the Issue is 23-10-2013 by which date Investors would be intimated of allotment
Record Date The date falling seven days prior to the Due Date or if it happens to be a holiday then the immediately succeeding Business Day shall be the Record Date
Eligible Investors Only those Investors who have been addressed through a communication directly are eligible to apply No other Investor can apply All Investors are required to comply with the relevant regulationsguidelines applicable to them for investing in this issue of Debentures
Note Participation by potential Investors in the issue may be subject to statutory andor 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 ~egulatory requirements applicable t them inclu~i~~lctUi~ exchange controls and other requIrements Applicants ought to seek Independent l~~ -~lti and regulatory advice in relation to the laws applicable to them rtf ~t
Page 37 o~-) ~~
Application under Power of Attorney Original power of attorney or the relevant authority together with its certified true copy as the case may be along with the names and specimen signatures of all the authorized signatories and the tax exemption certificate document if any must be lodged at time of submission of the completed Application Form Further modifications additions in the power of attorney or authority should be notified to the Company at its registered office
Procedure for applying for Dematerialised Facility
I The applicant must have at least one beneficiary account with any of the Depository Participants of NSDLCDSL prior to making the application
2 The applicant must necessarily fill in the details (including the beneficiary account number and Depository Participants ID) appearing in the Application Form under the heading Details for Issue of Debentures in ElectronicDematerialised Form
3 Debentures allotted to an applicant will be credited directly to the applicants respective beneficiary account(s) with the Depository Participants
4 For subscribing to the Debentures names in the Application Form should be identical to those appearing in the account 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 in the Depository
5 Non-transferable allotment advicerefund orders will be directly sent to the applicant by the Registrar and Transfer Agent to the Issue
6 If incompleteincorrect details are given under the heading Details for Issue of Debentures in ElectronicDematerialised 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
7 For allotment of Debentures the address nomination details and other details of the applicant as registered with hisher DP shall be used for all correspondence with the applicant The applicant is therefore responsible for the correctness of hisher demographic details given in the Application Form vis-a-vis those with hisher Depository Participant In case the information is incorrect or insufficient the Issuer would not be liable for the losses if any
8 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 t- ~gti)L~-~(i ~page380~ ~
~nmiddotmiddotmiddotmiddot-middotmiddotmiddotmiddot ~lt---plusmn
Documents to be provided by Eligible Investors
Investors need to submit the following documentation as applicable
Memorandum and Articles of Association or other constitutional documents
Resolution power of attorney authorising investment
Specimen signatures of the authorised signatories duly certified by an appropriate authority
bull SEBI registration certificate (if applicable)
Copy ofPAN Card to be submitted
bull Application fonn (including RTGS details)
Mode of Payment All payments must be made through cheque(s)draft(s)transfersRTGS as set out in the Application Form
Depository Arrangements The Company has appointed Skyline Financial Services Private Limited as the Registrar and Transfer Agent for the present Issue and the Company shall make necessary depository arrangements with CDSL and NSDL for issue and holding of Debentures in dematerialised form
List of Beneficiaries The Issuer shall request the Depositories to provide a list of beneficiaries as at the end of the relevant Record Date This shall be the list which will be used for payments of interest or repayment of redemption monies or any other amounts payable on the Debentures as the case may be
Effect of Holidays Should any of the dates defined above or elsewhere in this Information Memorandum Disclosure Document (except the Deemed Date of Allotment) fallon a day other than a Business Day the immediately succeeding Business Day shall be considered as the effective date(s) In case Record Date book closure date falls on a day other than a Business Day the Business Day the succeeding day shall be the record date book closure date
Tax Deduction at Source Tax as applicable under the Income Tax Act 1961 or any other statutory modification or re-enactment thereof will be deducted at source on the interest payable on the Debentures Tax exemption certificatedocumentform under section 193 of the Income Tax Act 1961 if any must be lodged at th~ Registered Office of th~ Issuer at least fiftee~~~middot(iJ2~~ (15) days before the relevant mterest payment becommg due (~ 1
i t IJ W7i$0 ~---Page 39 of 6O____~ti-----
Letters of Allotment The Issuer shall issue a Letter of Allotment to each Debenture holder on the Deemed Date of Allotment The Debentures will be subsequently credited in dematerialised form within 2 (two) Business Days from the Deemed Date of Allotment
Deemed Date of Allotment All the benefits under the Debentures will accrue to the Debenture holders from the date of receipt of the application monies The actual allotment may take place on a date other than the Deemed Date of Allotment
Refunds For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within seven days from the Deemed Date of Allotment of the Debentures 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
Joint Holders Where two or more persons are holders of any Debenture(s) they shall deem to hold the same as joint tenants with benefits of survivorship
Mode of Transfer Debentures shall be transferred subject to and in accordance with the rules procedure as prescribed by the NSDL CDSL Depository participant of the transferor transferee and any other applicable laws and the rules notified in respect thereof 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 Transferor shall give delivery instructions containing details of the transferees DP account in his depository participant
Succession In the event of demise of Debenture holder the Company will recognize the executor or administrator of the deceased Debenture holder or the holder of succession certificate or other legal representative as having title to the Debentures The Company shall not be bound to recognize such executor administrator or holder of the succession certificate or other legal representatives as having title to the Debentures unless such executor or administrator obtains probate or letter of administration or such holder is the holder of succession certificate or other legal representation as the case may be from a competent Court in India having jurisdiction over the matter The Company may in their absolute discretion where it thinks fit dispense with production of probate or letter of administration or succession ~--~gt
l
certificate or other legal representation in order to recognize such holder ~1 ~)t)
Page 40 of6~ Vv pound ~o-middot~-
bull ~f V
being entitled to the Debentures standing in the name of deceased Debenture holder on production of sufficient documentary proof or indemnity
Nomination In the event of however a deceased Debenture holder(s) having nominated any person entitled to be registered as the Debenture holder in the event of his death such nominee shall be registered as the Debenture holder in place of the deceased Debenture holder
Page 41 of 60 shy
OTHER REGULATORY AND STATUTORY DISCLOSURES
Stock Exchange Disclaimer Clause It is to be distinctly understood that filing of this Information Memorandum Disclosure Document with the Stock Exchange should not is any way be deemed or construed that the same has been cleared or approved by the Stock exchange The Stock Exchange does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue has been made or for the correctness of the statements made or opinions expressed in this Information MemorandumDisclosure Document
Listing Disclaimer The Debentures are proposed to be listed on the Wholesale Debt Market segment of the BSE The Company shall comply with the requirements of the listing agreement to the extent applicable to it on a continuous basis and shall complete all formalities relating to listing of the Debentures
Companys Disclaimer Clause The Company certifies that the disclosures made in this Information MemorandumDisclosure Document are generally adequate and III
conformity with SEBI Regulations Further the Company accepts no responsibility for statements made otherwise than in the Information MemorandumDisclosure Document or Security Documents or any other material issued by or at the instance of the Company and anyone placing reliance on any source of information other than this Information Memorandum Disclosure Document and the Security Documents would be doing at their own risk and the Company will not be liable for such reliance
Issue of Debentures in Dematerialised Form The Debentures will be issued only in dematerialized form The Issuer has made arrangements with the Depositories for the issue of the Debentures in dematerialized form Investors will have to hold the Debentures in dematerialized form as per the provisions of Depositories Act 1996
Consents ILampFS Trust Company Limited has given its written consent for its appointment as debenture trustee to the Issue under Regulations 4(4) of the SEBI Regulations and inclusion of its name in the form and context in which it appears in this Information Memorandum Disclosure Document __
4ti)~ ~ A )ro)
C
Page 42 of60
ANNEXURE 1 SUMMARY TERM SHEET
--------------------------------------------------------------------------- shyIssuer Orris Infrastructure Private Limited
Instrument Secured Cumulative Redeemable Non-Convertible Debentures
Total number of 200 NCDs Face Value ~ 10000000- (Rupees One Crore only) per Debenture
Issue Size ~ 2000000000- (Rupees Two Hundred Crores only)
Issue Price At its face value ie ~ 10000000- (Rupees One Crore only) per Debenture
Mode of Private Placement Placement Object of the The proceeds from the issue shall be utilized for the general Issue corporate purposes of the Company
Form of listed Dematerialised issuance Deemed Date of 23-10-2013 or any other date as decided by the Issuer Allotment
Tenor 48 (forty eight) months from the Deemed Date of Allotment
Redemption After expiry of the Moratorium Period the Issuer shall redeem the Debentures in equal monthly installments over a period of 33 (thirty three) months on each Due Date subject to premature redemption as permitted under the Debenture Trust Deed
Moratorium Period of 15 (Fifteen) months from the Deemed Date of Allotment Period Interest Rate Interest will be payable at the interest rate of 20 (Twenty percent)
per annum payable monthly on the Outstanding Amounts as per the Payment Schedule (refer Annexure 2 to this Information Memorandum Disclosure Document)
The first installment for interest payment shall also include an additional amount equivalent to 125 (one point two five percent) of the issue size (excluding any applicable taxes) to the Debenture holders in proportion to the Debentures held by them
Market Lot One (1) Debenture
Minimum Application
Early Repayment
Escrow Mechanism
------shy
Subject to the conditions specified in the Debenture Trust Deed (Premature Redemption) the Issuer shall have a onetime option to prematurely redeem in a single tranche and not exceeding 25 (twenty five) of the outstanding Debenture Principal Amount at any time after expiry of the 24 (twenty four) months from the Deemed Date of Allotment till the expiry of 30 (Thirty) months of the Deemed Date of Allotment (Premature Redemption Period) The Premature Redemption shall be exercised in a single tranche and shall be subject to fulfillment of each of the following conditions that the Company prematurely redeems Debentures equivalent to an amount in the multiples of ~ 50000000- (Rupees Five Crores Only) with the minimum amount being ~ 150000000- (Rupees Fifteen Crores Only) for redemption in excess of the amounts permitted for Premature Redemption as specified above the Issuer shall pay a premature redemption premium of 2 (two percent) on the amount being redeemed and paid by the Issuer plus applicable service tax or other statutory levy if any subject to deduction of income tax at the rate prescribed under the Income Tax Act 1961 (Premature Redemption Premium) subject to the Escrow Mechanism below the Issuer shall have the option to prematurely redeem the Debentures after the expiry of the Premature Redemption Period without paying any Premature Redemption Premium provided such amounts are in accordance with sub-clause (a) above and any redemption of Debentures by the Issuer in accordance with this Deed shall be proportionate redemption of all the Debentures together through reduction in face value of each Debenture Further the redemption of the Debentures may be carried out in accordance with the Escrow Mechanism mentioned below
All receivables from the Project will be deposited by the Company in an Escrow Account All monies deposited in the Escrow Account shall be utilized in following order Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal with respect to the Debentures Only upon satisfaction of the requirement of (1) and (2) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account towards withdrawal of upto ~ 900000000 (Rupees Ninety Crores only) by the Company After withdrawal of ~ 900000000 (Rupees Ninety Crores only) by the Company
Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal witl]_x~secttyct to
-_8f~~the Debentures (f~X-~~~
~ ) Page 44 amp1 ~____~i
--------------------------------------- -- -------------
Debt Service Reserve Account (DSRA)
Put Option
Issue open on
Issue closed on
Basis for Interest calculation
Listing
Depository
Credit Rating
Security
Only upon satisfaction of the requirement of (a) and (b) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account 60 (Sixty percent) of any further monies in the Escrow Account shall be used to accelerate the redemption of the Debentures and the remaining 40 shall be withdrawn by the Company
Shall mean an amount being not less than ~ 60000000 (Rupees Six Crores only) to be maintained by the Company in the Escrow Account at all times
In the event of a default as defined iIi the Debenture Trust Deed the Debenture Trustee (on instructions from the Debenture holders) can exercise a put option on the Promoters to buy back the entire outstanding Debentures
04-10-2013 or any other date as decided by the Issuer
23-10-2013 or any other date as decided by the Issuer
Interest payable on the Debentures shall accrue on a day to day basis and shall be computed on the basis of 365 (Three Hundred Sixty Five) days divided equally for each of the twelve calendar months
At the WDM segment of the BSE
NSDL and CDSL
ICRA B+ by ICRA Limited
The Debentures together with any interest accrued thereon and outstanding amounts Debenture Trustees remuneration and all costs charges expenses and all other monies due in respect of the Debentures shall be secured by
First and exclusive charge on all Project Receivables through the Deed of Hypothecation together with the Escrow Agreement and such charge will be superior to any other claims on the Project Receivables First and exclusive charge on all amounts lying to the credit of the Escrow Account under the Deed of Hypothecation First and exclusive charge by way of equitable mortgage on the Commercial Property (Mortgaged Property) through execution of a registered Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property in favour of the Debenture Trustee together with a declaration cum undertaking from CDPL declaring the creation of mortgage by deposit of titly-~Si~6d~~ the
I-SI ~~
Page 4~60
----------------------------------------------------------------------------------Commercial Property in terms of the memorandum of entry Equitable mortgage and exclusive charge over FSI equivalent to 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of the Commercial Project together with all the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
Exclusive charge over all the rights title interest benefits claims demands of any nature whatsoever of the Company under andor in respect of the CDPL Collaboration Agreements for development and construction of the Commercial Colony and the entire FSI in the Commercial Project along with proportionate undivided interest in the underlying land and without limitation the following the right to compel performance thereunder and to substitute or be substituted for the Company thereunder and to substitute and be substituted thereunder for the Company thereunder and to commence and conduct either in the name of the Company or in its own name or otherwise any proceedings against any person in respect of any breach of the CDPL Collaboration Agreements and all claims of the Company including in any proceedings against all or any such persons to any amounts owing to or received by the Company thereunder and the rights and benefits of all Approvals to the extent capable of assignment together with the right to further assign any of the CDPL Collaboration Agreements and such Approvals to any Person Pledge of shares representing the entire issued and paid up share capital of CDPL under the Deed of Pledge Personal Guarantee of Sh Vijay Gupta Sh Amit Gupta and Smt Kusum Gupta and Cheques
Security Creation The Security shall be created in the favour of the Debenture Trustee on or before the Deemed Date of Allotment
Representation The representations and warranties of the Company will be set out and Warranties in the Debenture Trust Deed
Event ofDefault All events of default as set out in the Debenture Trust Deed
Upon occurrence of such event of default Debenture Trustee shall (on instruction from the Debenture holders) issue a written notice of default to the Company and grant to the Company a cure period in accordance with the terms of Security Documents
The consequences of an event of default shall be governed_lgtY the provisions in the Security Documents and shall inclu9~~ayfu~i1t of
default interest and enforcement of the Security in the manner specified In the Security Documents including appointment of nominee director(s)
Default Interest An additional interest of 4 pa (four percent per annum) over and Rate above the Interest Rate (as defined hereinafter) (viz the default
interest rate shall be 24 (twenty four percent) payable in relation to the Debentures and the Outstanding Amounts payable In accordance with Security Documents
Registrar and Skyline Financial Services Private Limited Transfer Agent
Compliance All provisions clauses regulations specified by GOISEBIRoCBSE with respect to issue and listing of Redeemable and Secured Non-Convertible Debentures shall be complied with by the Company
Assignment Each Investor may transfer or dispose a part or the whole of its Transferability Debentures without the Companys consent
Governing Law The governing law will be the laws of India and the parties submit to and Jurisdiction the exclusive jurisdiction of the courts in Delhi
~-~---~-~
u c tL ~If) -~~-J bull (
Page 47 of60
ANNEXURE 2 PAYMENT SCHEDULE
Due date
Month 0
Last Day ofMonth 1
Last Day ofMonth 2
Last Day ofMonth 3
Last Day ofMonth 4
Last Day ofMonth 5
Last Day ofMonth 6
Last Day of Month 7
Last Day ofMonth 8
Last Day of Month 9
Last Day of Month 10
Last Day of Month 11
Last Day of Month 12
Last Day of Month 13
Last Day of Month 14
Last Day ofMonth 15
Last Day of Month 16
Last Day of Month 17
Last Day of Month 18
Last Day ofMonth 19
Last Day ofMonth 20
Last Day of Month 21
Last Day of Month 22
Last Day ofMonth 23
Last Day of Month 24
Last Day ofMonth 25
Last Day of Month 26
Last Day ofMonth 27
Outstandino D b t b
e en nre1 su )scrIptlOn amount
I dat mont I en
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
1939393939
1878787879
1818181818
1757575758
1696969697
1636363636
1575757576
1515151515
1454545455
1393939394
1333333333
1272727273
I nterest
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
32323232
31313131
30303030
29292929
28282828
27272727
26262626
25252525
24242424
23232323
22222222
Debenture Payment to I t D b tSll )SCrIP Ion e en nre
t H Idamoun 0 ers
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
60606061 93939394
60606061 92929293
60606061 91919192
60606061 90909091
60606061 89898990
60606061 88888889
60606061 87878788
60606061 86868687
60606061 85858586
60606061 84848485
60606061 83838384
60606061 8~~3 j()gt t~( S( )Page48~60
-
Due date su
Last Day of Month 28
Last Day of Month 29
Last Day of Month 30
Last Day of Month 31
Last Day ofMonth 32
Last Day of Month 33
Last Day of Month 34
Last Day of Month 35
Last Day of Month 36
Last Day of Month 37
Last Day of Month 38
Last Day of Month 39
Last Day of Month 40
Last Day of Month 41
Last Day of Month 42
Last Day of Month 43
Last Day of Month 44
Last Day ofMonth 45
Last Day of Month 46
Last Day of Month 47
Last Day of Tenor
Outstandino D b t b
b ~ t~n ure t SCrIp Ion amoun
t th da mon en
1212121212
1151515152
1090909091
1030303030
969696970
909090909
848484848
787878788
727272727
666666667
606060606
545454545
484848485
424242424
363636364
303030303
242424242
181818182
121212121
60606061
Debentme Payment to Interest subscription
t amoun Debenture
H ld0 ers
21212121 60606061 81818182
20202020 60606061 80808081
19191919 60606061 79797980
18181818 60606061 78787879
17171717 60606061 77777778
16161616 60606061 76767677
15151515 60606061 75757576
14141414 60606061 74747475
13131313 60606061 73737374
12121212 60606061 72727273
11111111 60606061 71717172
10101010 60606061 70707071
9090909 60606061 69696970
8080808 60606061 68686869
7070707 60606061 67676768
6060606 60606061 66666667
5050505 60606061 65656566
4040404 60606061 64646465
3030303 60606061 63636364
2020202 60606061 62626263
1010101 60606061 61616162
The interest payment on the first Due Date shall vary depending on the date onwh~h the
application monies for Debentures arc received til 1~~1
1bull kAij~ lt laquo~~gt ~
-
--
Page 49 of60
ANNEXURE 3
UNDERTAKING BY THE COMPANY
The Company undertakes that bull In the event the Debentures are issued in physical form the Company
shall use a common form of transfer
bull It will provide on a half yearly basis a compliance certificate duly certified by the Debenture Trustee to the Debenture holders in respect of compliance with the terms and conditions of Issue as contained in this Information Memorandum Disclosure Document and
bull Every credit rating obtained shall be periodically reviewed by the Credit Rating Agency and any revision in the rating shall be promptly disclosed by the Company to the Stock Exchange Any change in rating shall be promptly disseminated to Debenture holders and prospective Investors in such manner as the BSE may determine from time to time All information and reports on the Debentures including compliance reports filed by the Company and the Debenture Trustee shall be disseminated to the Debenture holders and the general public by placing them on the website of the Company and shall through the Debenture Trust Deed request the Debenture Trustee to place the same on its website
bull The above Information Memorandum Disclosure Document IS
compliant with all disclosures required to be made for listing of senior non-convertible debentures on a private placement basis on a recognized stock exchange as specified in Schedule I under Regulation 21 of the Securities and Exchange Board of India (Issuing and Listing of Debt Securities) Regulations 2008
laquo~~(~I0~~ For o~InCr ~cture Private Limited
~~WIVijay~
(Chairman)
Page 50 of60
ANNEXURE 4
CREDIT RATING LETTER FROM ICRA LIMITED
Ie R A Limited
Ref DRAT2013-140-362
Mr Sanjay Aggarwal VP - Accounts amp raxation Orris Infrastructure Private Limited J-105 DLF Phase -II MG Road Gurgaon - 122002 Haryana
May 21 2013
Dear Sir
Rc ICRA-assigned Credit Rating for Rs 200 crore NCD Programmc of Orris Infrastructurc l)rivate Limited (instrument details in Annexure)
Please refer to your Rating Requisition dated May 112013 and the subsequent Rating Agreement of May 162013 for carrying out the rating of the aforesaid Bond Programme The Rating Committee
of ICRA after due consideration has assigned a [ICRAIB+ (pronounced as ICM B plus) rating
to the captioned Bond Programme
We would appreciate if you can sign on the duplicate copy of this letter and send it to us within 7
days from the date of this letter as confirmation about the use of the assigned rating The rationale
for assigning the above rating will be sent to you on receipt of your confirmation about the use of our rating as above Any intimation by you about the above rating to any BankerLending
AgencyGovernment AuthoritiesStock Exchange would constitute use of this rating by you
This rating is specific to the terms and conditions of the proposed issue as was indicated to us by you
and any change In the tenns or size of the issue would require the rating to be reviewed by us If
there is any change in the terms and conditions or size of the instrument rated as above the same must be brought to our notice before the issue of the instrument If there is nny such change after the
rating is assigned by us and confirmed to use by you it would be subject to our review and may result in change in the rating assigned
ICRA reserves the right to suspend withdraw or revise the above at any (ime on the basis of new information 01 unav~ilability of information or such other circumstances which ICRA believes may
have an impact on the rating assigned to you
The rating as aforesaid howeVer should not be treated as a recommendation to buy sell or hold the
bonds to be issued by you If the instrument rated as above is not issued by you within a period of 3
BuUding No 5 2 Floor TeL + 91 - 124 - 4545300 wOiosite wwwicraJn Tower A DLF cyber City Fax + 91 - 124 - 4050424 email infoicralndiacom Phase ll Gurgaon 122002
Regd Office 1105 Kailash Building 11 Floor 26 Kastuma Gandhi Marg NeW Delhi - 110001
RATING RES EAR eli INFORMATION
months from the date of this letter communicating the rating the same would stand withdrawn unless
revalidated before the expiry of 3 months
You arc required to forthwith inform us about any default or delay in repayment of intcrest or
principal amount of the instrument mtcd as above or any other debt instruments borrowing Y nu are also required to keep llS forthwith informed of any other devclopments which may have a direct
or indirect impact on the debt servicing capability of the company including any proposal for reshy
schedulement or postponement of the repayment programmes oCthe dues debts of the company with
any lendcr(s) investor(s)
You are required to inform us immediately as and when the borrowing limit for the instrument rated
as above or as prescribed by the regulatory authority (ies) is exceeded
We thank you for your kind cooperation extended during the course of the rating exercise Should
you require any clarification please do not hesitate to get in touch with us
With kind regards
Yours sincerely
for IeRA Limited
-- Iobit Inamdar S (Senior Vice President) (Analyst)
Page 52 of60
Annexure
Details of the bank limits rated by leRA (Rated on long term seale)
Page 53 of60
I eRA limited AIIA~fIiI ofMoltldyIInvllllttmI ~
Ref DRATfl013middot140middot3611
Date August 222013
MI Sanjay AggarwaJ VP - Accounts amp Taxation Orris Infrastructure Private Limited JmiddotIO5 DLF Phasemiddotll MG Road Gurgaonmiddot J22002 Haryana
Dear Sir
Re leRA ruting for Rs 2000 crote NCD Progrumme of Orris Infrastructure Private Umlted
This is with reference to your letter dated August 9 2013 for re-validating your rating for the Rs 200 erore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Boods programme ofyour company and last communicated to you vide QuI letter dated May 212013 stands The other terms and conditions for the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DlRAT12013middot 1410-362 dated May 2013 stands
With kind regards For lCRA Limited
(Senior Vice President)
T~middot + 91middot 124 bull ~ website VWW bulliCfSio fw + 91 124 -~ email info~middoticralndiagtcom
Page 54 of60
Ie R A Lim
Ref DfRAT2013-14O-364
Date October 03 2013
Mr Sanjay Aggarwal VP - Accounts amp Taxation Orris Infrastructure Private Limited J-105 DLF Phasemiddotmiddotll MG Road Gurgaon - 122002 Haryana
Dear Sir
Re ICRA rating for Rs 2000 crOTe NCD Programme of Orris Infrastructure Private Limited
This is with reference to your letter dated September 03 2013 for re-validating your rating for the Rs 200 crore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Bonds programrne of your company and last conununicated to you vide our letter dated August 22 2013 stands The other terrns and conditions fur the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DRATI2QI3middot 14()362 dated May WI3 stands
With kind regards For [eRA Limited
Vi (Senior Vice President)
Buildlng No 2 Iloot Tel + 81 124 - 4545300 websf1e WWWJCf8D
Tower A Cyber Oily Fax + 91 124 bull 4000424 ilImaH lnfoicralfldliLcof1
Phase II Gurgaonmiddot 1~
Regd Offictl noo iltailash Building i 1 Floor 26 KDtwoo Qandhi Marg New Delhi bull 110001
RATING RES EAR C H INfORMATION
Page 55 of60
ANNEXURE 5
CONSENT LETTER FROM DEBENTURE TRUSTEE
Ref No 1750 ITCL JUtmiddots I ru~1 Company Limilt~d
September 30 2013
Orris Infrastructure Private limited (Company) Jmiddot105 OLF PhaSe - 11 MG Road Gurgaon 122002
Kind Attention Mr Vljay Gupta Director
Sub listed Secured Redeemable Non Convertible Debentures (NCDs) aggregating to Rs 200 crs proposed to be issued by the Company on private placement basis
Dear Sirs
This is with reference to our discussion regarding appointment of ILampFS Trust Company limited (ITCL) as Debenture Trustee for the proposedlssue of listed Secured Redeemable NCDsof Rs 1 crore each aggregating to Rs 200 crs to ~ issued by the Company on private placement basis In this regard VIle do hereby give out consent to act as the Debenture Trustee subject to the Company agreeing to the following conditions
1 The Company agrees and undertakes to create the securities over such terms and conditions as detai~d in the signed Information Memorandum as submitted to us and execute the Debenture Trust Deed and other necessary security documents as required
2 The Company agrees amp undertakes to pay Debenture Trustees so long as they hold the office of the De~nture Trustee remuneration as stated in appointment letter dated July 30 2013 for the services as Debenture Trustee in addition to all legal travelling and other costS charges and expenses which the Debenture Trustee or their officers employees or agents rnayiocur in relation to execution of the Debenture Trust Deed and all other documents affecting the Security till the monies in respect of the Debentures have been fully paid-off and the requisite formalities for satisfaction of charge in aU respects have been complied with
3 The Company agrees ft undertakes to comply with the provisions of SEal (Debenture Trustees) Reguliltions 1993 SE61 (Issue and Listing of Debt Securitles) Regulations 2008 SEBICircutar No$EaIIlMOOfgtl1Sondl2oo911 105 dated 11052009 on Simplified Listing Agreement for Debt Securities read with the SEBl Circular No SEBIIIMDDOF-1 tBONDlClr-5120o9 dated the 16th November 2009 the Companies Act 19l)6 ilnd other applicable proviSions I circulars guidelines etc as applicable and amended from time to time and agrees to furnish to Trustees such information in terms of the same on regular basis
Sincerely For ILftFS Trust Company lilDi~d
lL__~~ ~ ~ ~~~ --- ~
Authorized Signatory
lUfFS Finru1 Centre PloINo C 22 G Block 5th Floor Bjr Kurio Complex Bandra (Eastl Mumbamiddotmiddot 40(K)SI INDIA
Bangalor( Office ILEtFSTru1 (ompally Ltdbull ALmiddotLalheef 151 Floor No 2Unioll Slreet Offlnanlry Raad Banglore 5hlX)OI INDIA
New Delhi Offire ILftFSTrusl (ompY tId Amiddot26a lsI Ploor Bhishm Pithamah Marg DefencfCoony New Delhi - 110024 INDIA
Kolkala Offilaquo ILftfSTrusl Company Ltd ILIIFS Constantia lnlflPor n Dr11 lIt Bramachari Street Kolkata bull 700017 INDIA
Page 56 of60
ANNEXURE 6
CONSENT LETTER FROM REGISTRAR AND TRANSFER AGENT i
Skyline Financial Serrr)ices Pvt Ltd SEBI REGISTERED CATEGORY1 REGk)IRARS ampSHARE TRANSfRAtgtENT D153A Ht Floor () nol Area Ph bullbullbullI New Dolhmiddot llO 020 1 9 middot1126812682 2S612~83 EmiddotmaI nOlltyhOaccrn tte-oSi$ wwwSiltyllnfHla_all1
August 29 2013
MrVlneel Kumar Gupta
Sr Manaler Secretarial
Orris InfraSlrucllJre Private Limited
Orris la M G Road
Gurgaoo - 1iG 002 (Hr)
Sub Consent to aet as Registrar to Issue and TfBllSfer Agent
DearSJr
Thls1s in reference 10 YOllr email datild AugJS1 29 2013 We hereby give our consent to act as 21
Registrar to IsSue and Transfer Agent for your propOSed issue of 1O - conveo1ibledebentures Of Rs
20000 Crore (jl1d our name IS Registrar to i$sueandShare Transfer agent may please be included in
Thanking you Y()ursfailhfufy
Vice- President
Page 57 0[60
--
-------
ANNEXURE 7
APPLICA TION FORM
ORRIS INFRASTRUCTURE PRIVATE LIMITED Registered Office RZ-D-5 Mahavir Enclave New Delhi 110045
Corporate Office 1-105 DLF Phase II Mehrauli Gurgaon Gurgaon -122002
Application No ___ Date
Dear Sirs
VWe have read and understood the terms and conditions of issue by Orris Infrastructure Private Limited of senior secured cumulative redeemable Non-Convertible Debentures of face value ~ 10000000 (Rupees One Crores only) having a coupon rate of 20 pa on a private placement basis on the face value aggregating to ~ 2000000000- (Rupees Two Hundred Crores only) (Debenture) contained in the Information Memorandum Disclosure Document dated __2013 VWe bind ourselves to the terms and conditions as contained in the Information Memorandum Disclosure Document and wish to apply for allotment of these Debentures The amount payable on application as shown below is remitted herewith On allotment please place myour name(s) on the Register of Debenture holder(s)
(Please read carefully the instructions on the next page before filling this form)
No of Debentures applied No in figures No in words for
Amount (~)
Detal s I 0 f payment ChequesDemand Date Drawn on Bank DraftlRTGS Details
Applicants Name amp Address in full (please use capital letters)
Pin Code Telephone I Fax Email
I Status Bankin~ Company ( ) Insurance Company ( ) Other ( ) (specify in case of others) Name of Authorized Signatory Designation Signatures Signatoty
Details of Bank Account Bank Name amp Branch Nature ofAccount Account No IFSCINEFT Code middot)---~1
-- --
Depository Details
I1We the undersigned want to hold the Debentures of the Company in the dematerialised fonn Details of myour Beneficiary Account are given below
Depository Participant Name - shy
DPID
Beneficiary Account Number shy
Name of the Applicant
() II We understand that in case of allotment of Debentures to my lour Beneficiary Account as mentioned above would be credited to the extent of Debentures allotted
Taxpayers PAN I GIR No IT CircleIW ardlDistrict ( ) Not Allotted
Tax Deduction Status () Fully ( ) Tax to be ()Yes ONo Exempt deducted at
Source
I1We hereby understand that the Company has not provided and will not provide any material or other infonnation regarding the Debentures except as included in the Infonnation Memorandum Disclosure Document
Signature of the Applicant _________________(Tear here)__________
ACKNOWLEDGEMENT SLIP
Application No Date -- shyReceived From
1shy----------------------~
By ChequelDemand DraftlRTGS No
drawn on towards application for ______ Debentures (Chequesl Demand Drafts are subject to realisation)
For Orris Infrastructure Pvt Ltd
For all further correspondence please contact INFRASTRUCTURE PRIVATE LIMITED Tel +91 124-4979200
Page 59 of60
10
INSTRUCTIONS
You must complete application in full in BLOCK LETTERS IN ENGLISH
2 Your Signatures should be made in English or in any of the Indian languages
3 Application forms duly completed in all respects together with high value Cheques Pay Order Demand Drafts must be lodged at the Orris Infrastructure Private Limited Corporate Office (as provided above)
4 Payments through RTGS shall be made as follows
Beneficiary Account name Orris Infrastructure Private Limited IFSC Code UTIB0000056 Bank Account No 056010200015303 Bank Axis Bank Ltd Branch Sec-14 Gurgaon
5 The Cheque(s)Demand Draft(s) of high value clearing zone should be drawn in favour of ORRIS INFRASTRUCTURE PVT LIMITED and crossed Ale payee only Cheque(s)Demand draft(s) may be drawn on any scheduled bank and payable at Delhi
6 Mr Vineet Gupta as authorised representative of the Company will issue the Acknowledgement Slip (appearing below the Application Form) as acknowledgement of receipt of applications No separate receipt will be issued
7 You should mention your Permanent Account Number or the GIR number allotted under Income- Tax Act 1961 and the Income-Tax CirclelWardlDistrict In case where neither the PAN nor GIR number has been allotted the fact of non-allotment should be mentioned in the application form in the space provided
8 The application would be accepted as per the terms of the issue outlined in the Information Memorandum Disclosure DOC~fii
r1- -~0 gt tl~~ ~gt
j )j~ (~~ ~O
~ shy
Page 60 of60
OTHER INFORMATION AND ISSUE PROCEDURE
The Debentures being offered as part of the Issue are subject to the provisions of the Act the Memorandum and Articles of Association of the Issuer the terms of this Information Memorandum Disclosure Document Application Form and other terms and conditions as may be incorporated in the Debenture Trust Deed and other Security Documents
Issue of Debentures in Dematerialised Form The Debentures will be issued in dematerialized form The necessary arrangements are being made with the Depositories for the issue of the Debentures in dematerialised form Investors will have to hold the Debentures in dematerialised form as per the provisions of Depositories Act 1996 The Company shall take necessary steps to credit the Debentures allotted to the depository account of the Investor
Trustee for the Debenture holder(s) The Issuer has appointed ILampFS Trust Company Limited to act as trustee for the Debenture holder(s) The Issuer and the Debenture Trustee intend to enter into the Debenture Trust Deed inter alia specifying the powers authorities and obligations of the Debenture Trustee and the Issuer The Debenture Trustee shall act based on the provisions of the Debenture Trust Deed The Debenture Trustee will at all times protect the interest of the Debenture holder(s) in accordance with the Debenture Trust Deed
Resignation and Removal of Debenture Trustee The Debenture Trustee and the Company declares that they shall not revoke the Trust hereby declared till the Debentures are redeemed in full The Debenture Trustee may at any time without assigning any reason and without being responsible for any loss or costs occasioned thereby resign as the Debenture Trustee provided that they shall continue to act as Debenture Trustee until a successor trustee is appointed by the Company The Debenture Trustee may also be removed by majority Debenture holders without assigning any reason as per Debenture Trust Deed
Sharing of Information The Issuer may with the written consent of the Debenture holder(s) exchange share or part with any financial or other information about the Debenture holder(s) available with the Issuer with its subsidiaries and affiliates and other banks financial institutions credit bureaus agencies statutory bodies as may be required
Debenture holder not a Shareholder Subject to the Debenture Trust Deed the Debenture holder(s) shall not be entitled to any right and privileges of shareholders other than those available
to them under the Act The Debentures shall not confer upon the Debentt5~r)(~IifI~
holders the right to receive notice(s) or to attend and to vote at any ge111- ~~ meeting(s) of the shareholders of the Issuer (5[ )~
r-)e i3 gt ~
Page 35 of 60--gt
Modification of Debentures or Information Memorandum Disclosure Document The Issuer may make modifications in the Information Memorandum Disclosure Document only upon receiving consent from the Debenture Trustee who in turn shall seek approval from majority Debenture holder(s)
Notices Any notice may be served by the Issuer upon the Debenture holders through post email fax or personal delivery addressed to such Debenture holder at his her registered address and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof All notice(s) to be given by the Debenture holder(s) shall be sent by post or email or fax or by hand delivery to the Issuer or to such persons at such address as may be notified by the Issuer from time to time through suitable communication and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof or at the expiry of the 3 rd day from the date such notice is dispatched whichever is earlier All correspondence regarding the Debentures should be marked Private Placement of Debentures
All notices from the Issuer shall be sent to the Debenture Trustee with copies to the Debenture Holders All notices to be sent by the Debenture Trustee to the Issuer andor the Promoters shall first be sent to the Debenture Holders for Debenture Holder Approval in terms of the Debenture Trust Deed The Debenture Trustee shall ensure and procure that any notice received by the Debenture Trustee from the Issuer andor the Promoters is shared by the Debenture Trustee with all the Debenture Holders of the Issuer within a period of 2 (two) Business Days from the date of receipt of such notice and in every event before the Debenture Trustee responds to such notice
Issue Procedure Only Eligible Investors as given hereunder may apply for the Debentures by completing the application form in the prescribed format as attached in Annexure 7 (Application Form) in BLOCK LETTERS in English as per the instructions contained therein The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the Application Form No application can be made for a fraction of a Debenture Application Forms should be duly completed in all respects and applications not completed in the said manner are liable to be rejected
The name of the applicants bank type of account and account number must be duly completed by the applicant This is required for the applicants own safety and these details will be printed on the refund orders and interest redemption payments c~~ F~~~gt
~ll ~~
~( ~ )~~Jy 11 ~
~ ~
Page 36 of60-~-~ ~
The Application Form must be accompanied by either demand draft(s) or cheque(s) drawn or made payable in favour of the Issuer or otherwise as may be set out in the Application Form and crossed Account Payee Only Cheque(s) or demand draft(s) may be drawn on any bank including a coshyoperative bank which is a member or a sub-member of the New Delhi Bankers Clearing House located If permitted the applicant may transfer payments required to be made in relation to any by electronic transfer of fundsRTGS to the bank account of the Issuer as per details mentioned in the Application Form
Application Procedure Eligible Investors will be invited to subscribe by way of the Application Form prescribed in the Information Memorandum Disclosure Document during the period between the Issue opening date and the Issue closing date (both dates inclusive)
Fictitious Application As a matter of abundant caution and although not applicable in the case of debentures attention of applicants is specially drawn to the provisions of sub-section (I) of Section 68A of the Act
Any person who (a) makes ina fictitious name an application to a company for acquiring or subscribing for any shares therein or (b) otherwise induces a company to allot or register any transfer of shares therein to him or any other person in a fictitious name shall be punishable with imprisonment for a term which may extend to five years
Basis ofAllotment The Investors will be required to remit the funds as well as submit the duly completed Application Form along with other necessary documents to Issuer by the Deemed Date of Allotment Deemed Date of Allotment for the Issue is 23-10-2013 by which date Investors would be intimated of allotment
Record Date The date falling seven days prior to the Due Date or if it happens to be a holiday then the immediately succeeding Business Day shall be the Record Date
Eligible Investors Only those Investors who have been addressed through a communication directly are eligible to apply No other Investor can apply All Investors are required to comply with the relevant regulationsguidelines applicable to them for investing in this issue of Debentures
Note Participation by potential Investors in the issue may be subject to statutory andor 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 ~egulatory requirements applicable t them inclu~i~~lctUi~ exchange controls and other requIrements Applicants ought to seek Independent l~~ -~lti and regulatory advice in relation to the laws applicable to them rtf ~t
Page 37 o~-) ~~
Application under Power of Attorney Original power of attorney or the relevant authority together with its certified true copy as the case may be along with the names and specimen signatures of all the authorized signatories and the tax exemption certificate document if any must be lodged at time of submission of the completed Application Form Further modifications additions in the power of attorney or authority should be notified to the Company at its registered office
Procedure for applying for Dematerialised Facility
I The applicant must have at least one beneficiary account with any of the Depository Participants of NSDLCDSL prior to making the application
2 The applicant must necessarily fill in the details (including the beneficiary account number and Depository Participants ID) appearing in the Application Form under the heading Details for Issue of Debentures in ElectronicDematerialised Form
3 Debentures allotted to an applicant will be credited directly to the applicants respective beneficiary account(s) with the Depository Participants
4 For subscribing to the Debentures names in the Application Form should be identical to those appearing in the account 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 in the Depository
5 Non-transferable allotment advicerefund orders will be directly sent to the applicant by the Registrar and Transfer Agent to the Issue
6 If incompleteincorrect details are given under the heading Details for Issue of Debentures in ElectronicDematerialised 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
7 For allotment of Debentures the address nomination details and other details of the applicant as registered with hisher DP shall be used for all correspondence with the applicant The applicant is therefore responsible for the correctness of hisher demographic details given in the Application Form vis-a-vis those with hisher Depository Participant In case the information is incorrect or insufficient the Issuer would not be liable for the losses if any
8 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 t- ~gti)L~-~(i ~page380~ ~
~nmiddotmiddotmiddotmiddot-middotmiddotmiddotmiddot ~lt---plusmn
Documents to be provided by Eligible Investors
Investors need to submit the following documentation as applicable
Memorandum and Articles of Association or other constitutional documents
Resolution power of attorney authorising investment
Specimen signatures of the authorised signatories duly certified by an appropriate authority
bull SEBI registration certificate (if applicable)
Copy ofPAN Card to be submitted
bull Application fonn (including RTGS details)
Mode of Payment All payments must be made through cheque(s)draft(s)transfersRTGS as set out in the Application Form
Depository Arrangements The Company has appointed Skyline Financial Services Private Limited as the Registrar and Transfer Agent for the present Issue and the Company shall make necessary depository arrangements with CDSL and NSDL for issue and holding of Debentures in dematerialised form
List of Beneficiaries The Issuer shall request the Depositories to provide a list of beneficiaries as at the end of the relevant Record Date This shall be the list which will be used for payments of interest or repayment of redemption monies or any other amounts payable on the Debentures as the case may be
Effect of Holidays Should any of the dates defined above or elsewhere in this Information Memorandum Disclosure Document (except the Deemed Date of Allotment) fallon a day other than a Business Day the immediately succeeding Business Day shall be considered as the effective date(s) In case Record Date book closure date falls on a day other than a Business Day the Business Day the succeeding day shall be the record date book closure date
Tax Deduction at Source Tax as applicable under the Income Tax Act 1961 or any other statutory modification or re-enactment thereof will be deducted at source on the interest payable on the Debentures Tax exemption certificatedocumentform under section 193 of the Income Tax Act 1961 if any must be lodged at th~ Registered Office of th~ Issuer at least fiftee~~~middot(iJ2~~ (15) days before the relevant mterest payment becommg due (~ 1
i t IJ W7i$0 ~---Page 39 of 6O____~ti-----
Letters of Allotment The Issuer shall issue a Letter of Allotment to each Debenture holder on the Deemed Date of Allotment The Debentures will be subsequently credited in dematerialised form within 2 (two) Business Days from the Deemed Date of Allotment
Deemed Date of Allotment All the benefits under the Debentures will accrue to the Debenture holders from the date of receipt of the application monies The actual allotment may take place on a date other than the Deemed Date of Allotment
Refunds For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within seven days from the Deemed Date of Allotment of the Debentures 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
Joint Holders Where two or more persons are holders of any Debenture(s) they shall deem to hold the same as joint tenants with benefits of survivorship
Mode of Transfer Debentures shall be transferred subject to and in accordance with the rules procedure as prescribed by the NSDL CDSL Depository participant of the transferor transferee and any other applicable laws and the rules notified in respect thereof 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 Transferor shall give delivery instructions containing details of the transferees DP account in his depository participant
Succession In the event of demise of Debenture holder the Company will recognize the executor or administrator of the deceased Debenture holder or the holder of succession certificate or other legal representative as having title to the Debentures The Company shall not be bound to recognize such executor administrator or holder of the succession certificate or other legal representatives as having title to the Debentures unless such executor or administrator obtains probate or letter of administration or such holder is the holder of succession certificate or other legal representation as the case may be from a competent Court in India having jurisdiction over the matter The Company may in their absolute discretion where it thinks fit dispense with production of probate or letter of administration or succession ~--~gt
l
certificate or other legal representation in order to recognize such holder ~1 ~)t)
Page 40 of6~ Vv pound ~o-middot~-
bull ~f V
being entitled to the Debentures standing in the name of deceased Debenture holder on production of sufficient documentary proof or indemnity
Nomination In the event of however a deceased Debenture holder(s) having nominated any person entitled to be registered as the Debenture holder in the event of his death such nominee shall be registered as the Debenture holder in place of the deceased Debenture holder
Page 41 of 60 shy
OTHER REGULATORY AND STATUTORY DISCLOSURES
Stock Exchange Disclaimer Clause It is to be distinctly understood that filing of this Information Memorandum Disclosure Document with the Stock Exchange should not is any way be deemed or construed that the same has been cleared or approved by the Stock exchange The Stock Exchange does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue has been made or for the correctness of the statements made or opinions expressed in this Information MemorandumDisclosure Document
Listing Disclaimer The Debentures are proposed to be listed on the Wholesale Debt Market segment of the BSE The Company shall comply with the requirements of the listing agreement to the extent applicable to it on a continuous basis and shall complete all formalities relating to listing of the Debentures
Companys Disclaimer Clause The Company certifies that the disclosures made in this Information MemorandumDisclosure Document are generally adequate and III
conformity with SEBI Regulations Further the Company accepts no responsibility for statements made otherwise than in the Information MemorandumDisclosure Document or Security Documents or any other material issued by or at the instance of the Company and anyone placing reliance on any source of information other than this Information Memorandum Disclosure Document and the Security Documents would be doing at their own risk and the Company will not be liable for such reliance
Issue of Debentures in Dematerialised Form The Debentures will be issued only in dematerialized form The Issuer has made arrangements with the Depositories for the issue of the Debentures in dematerialized form Investors will have to hold the Debentures in dematerialized form as per the provisions of Depositories Act 1996
Consents ILampFS Trust Company Limited has given its written consent for its appointment as debenture trustee to the Issue under Regulations 4(4) of the SEBI Regulations and inclusion of its name in the form and context in which it appears in this Information Memorandum Disclosure Document __
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C
Page 42 of60
ANNEXURE 1 SUMMARY TERM SHEET
--------------------------------------------------------------------------- shyIssuer Orris Infrastructure Private Limited
Instrument Secured Cumulative Redeemable Non-Convertible Debentures
Total number of 200 NCDs Face Value ~ 10000000- (Rupees One Crore only) per Debenture
Issue Size ~ 2000000000- (Rupees Two Hundred Crores only)
Issue Price At its face value ie ~ 10000000- (Rupees One Crore only) per Debenture
Mode of Private Placement Placement Object of the The proceeds from the issue shall be utilized for the general Issue corporate purposes of the Company
Form of listed Dematerialised issuance Deemed Date of 23-10-2013 or any other date as decided by the Issuer Allotment
Tenor 48 (forty eight) months from the Deemed Date of Allotment
Redemption After expiry of the Moratorium Period the Issuer shall redeem the Debentures in equal monthly installments over a period of 33 (thirty three) months on each Due Date subject to premature redemption as permitted under the Debenture Trust Deed
Moratorium Period of 15 (Fifteen) months from the Deemed Date of Allotment Period Interest Rate Interest will be payable at the interest rate of 20 (Twenty percent)
per annum payable monthly on the Outstanding Amounts as per the Payment Schedule (refer Annexure 2 to this Information Memorandum Disclosure Document)
The first installment for interest payment shall also include an additional amount equivalent to 125 (one point two five percent) of the issue size (excluding any applicable taxes) to the Debenture holders in proportion to the Debentures held by them
Market Lot One (1) Debenture
Minimum Application
Early Repayment
Escrow Mechanism
------shy
Subject to the conditions specified in the Debenture Trust Deed (Premature Redemption) the Issuer shall have a onetime option to prematurely redeem in a single tranche and not exceeding 25 (twenty five) of the outstanding Debenture Principal Amount at any time after expiry of the 24 (twenty four) months from the Deemed Date of Allotment till the expiry of 30 (Thirty) months of the Deemed Date of Allotment (Premature Redemption Period) The Premature Redemption shall be exercised in a single tranche and shall be subject to fulfillment of each of the following conditions that the Company prematurely redeems Debentures equivalent to an amount in the multiples of ~ 50000000- (Rupees Five Crores Only) with the minimum amount being ~ 150000000- (Rupees Fifteen Crores Only) for redemption in excess of the amounts permitted for Premature Redemption as specified above the Issuer shall pay a premature redemption premium of 2 (two percent) on the amount being redeemed and paid by the Issuer plus applicable service tax or other statutory levy if any subject to deduction of income tax at the rate prescribed under the Income Tax Act 1961 (Premature Redemption Premium) subject to the Escrow Mechanism below the Issuer shall have the option to prematurely redeem the Debentures after the expiry of the Premature Redemption Period without paying any Premature Redemption Premium provided such amounts are in accordance with sub-clause (a) above and any redemption of Debentures by the Issuer in accordance with this Deed shall be proportionate redemption of all the Debentures together through reduction in face value of each Debenture Further the redemption of the Debentures may be carried out in accordance with the Escrow Mechanism mentioned below
All receivables from the Project will be deposited by the Company in an Escrow Account All monies deposited in the Escrow Account shall be utilized in following order Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal with respect to the Debentures Only upon satisfaction of the requirement of (1) and (2) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account towards withdrawal of upto ~ 900000000 (Rupees Ninety Crores only) by the Company After withdrawal of ~ 900000000 (Rupees Ninety Crores only) by the Company
Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal witl]_x~secttyct to
-_8f~~the Debentures (f~X-~~~
~ ) Page 44 amp1 ~____~i
--------------------------------------- -- -------------
Debt Service Reserve Account (DSRA)
Put Option
Issue open on
Issue closed on
Basis for Interest calculation
Listing
Depository
Credit Rating
Security
Only upon satisfaction of the requirement of (a) and (b) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account 60 (Sixty percent) of any further monies in the Escrow Account shall be used to accelerate the redemption of the Debentures and the remaining 40 shall be withdrawn by the Company
Shall mean an amount being not less than ~ 60000000 (Rupees Six Crores only) to be maintained by the Company in the Escrow Account at all times
In the event of a default as defined iIi the Debenture Trust Deed the Debenture Trustee (on instructions from the Debenture holders) can exercise a put option on the Promoters to buy back the entire outstanding Debentures
04-10-2013 or any other date as decided by the Issuer
23-10-2013 or any other date as decided by the Issuer
Interest payable on the Debentures shall accrue on a day to day basis and shall be computed on the basis of 365 (Three Hundred Sixty Five) days divided equally for each of the twelve calendar months
At the WDM segment of the BSE
NSDL and CDSL
ICRA B+ by ICRA Limited
The Debentures together with any interest accrued thereon and outstanding amounts Debenture Trustees remuneration and all costs charges expenses and all other monies due in respect of the Debentures shall be secured by
First and exclusive charge on all Project Receivables through the Deed of Hypothecation together with the Escrow Agreement and such charge will be superior to any other claims on the Project Receivables First and exclusive charge on all amounts lying to the credit of the Escrow Account under the Deed of Hypothecation First and exclusive charge by way of equitable mortgage on the Commercial Property (Mortgaged Property) through execution of a registered Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property in favour of the Debenture Trustee together with a declaration cum undertaking from CDPL declaring the creation of mortgage by deposit of titly-~Si~6d~~ the
I-SI ~~
Page 4~60
----------------------------------------------------------------------------------Commercial Property in terms of the memorandum of entry Equitable mortgage and exclusive charge over FSI equivalent to 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of the Commercial Project together with all the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
Exclusive charge over all the rights title interest benefits claims demands of any nature whatsoever of the Company under andor in respect of the CDPL Collaboration Agreements for development and construction of the Commercial Colony and the entire FSI in the Commercial Project along with proportionate undivided interest in the underlying land and without limitation the following the right to compel performance thereunder and to substitute or be substituted for the Company thereunder and to substitute and be substituted thereunder for the Company thereunder and to commence and conduct either in the name of the Company or in its own name or otherwise any proceedings against any person in respect of any breach of the CDPL Collaboration Agreements and all claims of the Company including in any proceedings against all or any such persons to any amounts owing to or received by the Company thereunder and the rights and benefits of all Approvals to the extent capable of assignment together with the right to further assign any of the CDPL Collaboration Agreements and such Approvals to any Person Pledge of shares representing the entire issued and paid up share capital of CDPL under the Deed of Pledge Personal Guarantee of Sh Vijay Gupta Sh Amit Gupta and Smt Kusum Gupta and Cheques
Security Creation The Security shall be created in the favour of the Debenture Trustee on or before the Deemed Date of Allotment
Representation The representations and warranties of the Company will be set out and Warranties in the Debenture Trust Deed
Event ofDefault All events of default as set out in the Debenture Trust Deed
Upon occurrence of such event of default Debenture Trustee shall (on instruction from the Debenture holders) issue a written notice of default to the Company and grant to the Company a cure period in accordance with the terms of Security Documents
The consequences of an event of default shall be governed_lgtY the provisions in the Security Documents and shall inclu9~~ayfu~i1t of
default interest and enforcement of the Security in the manner specified In the Security Documents including appointment of nominee director(s)
Default Interest An additional interest of 4 pa (four percent per annum) over and Rate above the Interest Rate (as defined hereinafter) (viz the default
interest rate shall be 24 (twenty four percent) payable in relation to the Debentures and the Outstanding Amounts payable In accordance with Security Documents
Registrar and Skyline Financial Services Private Limited Transfer Agent
Compliance All provisions clauses regulations specified by GOISEBIRoCBSE with respect to issue and listing of Redeemable and Secured Non-Convertible Debentures shall be complied with by the Company
Assignment Each Investor may transfer or dispose a part or the whole of its Transferability Debentures without the Companys consent
Governing Law The governing law will be the laws of India and the parties submit to and Jurisdiction the exclusive jurisdiction of the courts in Delhi
~-~---~-~
u c tL ~If) -~~-J bull (
Page 47 of60
ANNEXURE 2 PAYMENT SCHEDULE
Due date
Month 0
Last Day ofMonth 1
Last Day ofMonth 2
Last Day ofMonth 3
Last Day ofMonth 4
Last Day ofMonth 5
Last Day ofMonth 6
Last Day of Month 7
Last Day ofMonth 8
Last Day of Month 9
Last Day of Month 10
Last Day of Month 11
Last Day of Month 12
Last Day of Month 13
Last Day of Month 14
Last Day ofMonth 15
Last Day of Month 16
Last Day of Month 17
Last Day of Month 18
Last Day ofMonth 19
Last Day ofMonth 20
Last Day of Month 21
Last Day of Month 22
Last Day ofMonth 23
Last Day of Month 24
Last Day ofMonth 25
Last Day of Month 26
Last Day ofMonth 27
Outstandino D b t b
e en nre1 su )scrIptlOn amount
I dat mont I en
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
1939393939
1878787879
1818181818
1757575758
1696969697
1636363636
1575757576
1515151515
1454545455
1393939394
1333333333
1272727273
I nterest
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
32323232
31313131
30303030
29292929
28282828
27272727
26262626
25252525
24242424
23232323
22222222
Debenture Payment to I t D b tSll )SCrIP Ion e en nre
t H Idamoun 0 ers
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
60606061 93939394
60606061 92929293
60606061 91919192
60606061 90909091
60606061 89898990
60606061 88888889
60606061 87878788
60606061 86868687
60606061 85858586
60606061 84848485
60606061 83838384
60606061 8~~3 j()gt t~( S( )Page48~60
-
Due date su
Last Day of Month 28
Last Day of Month 29
Last Day of Month 30
Last Day of Month 31
Last Day ofMonth 32
Last Day of Month 33
Last Day of Month 34
Last Day of Month 35
Last Day of Month 36
Last Day of Month 37
Last Day of Month 38
Last Day of Month 39
Last Day of Month 40
Last Day of Month 41
Last Day of Month 42
Last Day of Month 43
Last Day of Month 44
Last Day ofMonth 45
Last Day of Month 46
Last Day of Month 47
Last Day of Tenor
Outstandino D b t b
b ~ t~n ure t SCrIp Ion amoun
t th da mon en
1212121212
1151515152
1090909091
1030303030
969696970
909090909
848484848
787878788
727272727
666666667
606060606
545454545
484848485
424242424
363636364
303030303
242424242
181818182
121212121
60606061
Debentme Payment to Interest subscription
t amoun Debenture
H ld0 ers
21212121 60606061 81818182
20202020 60606061 80808081
19191919 60606061 79797980
18181818 60606061 78787879
17171717 60606061 77777778
16161616 60606061 76767677
15151515 60606061 75757576
14141414 60606061 74747475
13131313 60606061 73737374
12121212 60606061 72727273
11111111 60606061 71717172
10101010 60606061 70707071
9090909 60606061 69696970
8080808 60606061 68686869
7070707 60606061 67676768
6060606 60606061 66666667
5050505 60606061 65656566
4040404 60606061 64646465
3030303 60606061 63636364
2020202 60606061 62626263
1010101 60606061 61616162
The interest payment on the first Due Date shall vary depending on the date onwh~h the
application monies for Debentures arc received til 1~~1
1bull kAij~ lt laquo~~gt ~
-
--
Page 49 of60
ANNEXURE 3
UNDERTAKING BY THE COMPANY
The Company undertakes that bull In the event the Debentures are issued in physical form the Company
shall use a common form of transfer
bull It will provide on a half yearly basis a compliance certificate duly certified by the Debenture Trustee to the Debenture holders in respect of compliance with the terms and conditions of Issue as contained in this Information Memorandum Disclosure Document and
bull Every credit rating obtained shall be periodically reviewed by the Credit Rating Agency and any revision in the rating shall be promptly disclosed by the Company to the Stock Exchange Any change in rating shall be promptly disseminated to Debenture holders and prospective Investors in such manner as the BSE may determine from time to time All information and reports on the Debentures including compliance reports filed by the Company and the Debenture Trustee shall be disseminated to the Debenture holders and the general public by placing them on the website of the Company and shall through the Debenture Trust Deed request the Debenture Trustee to place the same on its website
bull The above Information Memorandum Disclosure Document IS
compliant with all disclosures required to be made for listing of senior non-convertible debentures on a private placement basis on a recognized stock exchange as specified in Schedule I under Regulation 21 of the Securities and Exchange Board of India (Issuing and Listing of Debt Securities) Regulations 2008
laquo~~(~I0~~ For o~InCr ~cture Private Limited
~~WIVijay~
(Chairman)
Page 50 of60
ANNEXURE 4
CREDIT RATING LETTER FROM ICRA LIMITED
Ie R A Limited
Ref DRAT2013-140-362
Mr Sanjay Aggarwal VP - Accounts amp raxation Orris Infrastructure Private Limited J-105 DLF Phase -II MG Road Gurgaon - 122002 Haryana
May 21 2013
Dear Sir
Rc ICRA-assigned Credit Rating for Rs 200 crore NCD Programmc of Orris Infrastructurc l)rivate Limited (instrument details in Annexure)
Please refer to your Rating Requisition dated May 112013 and the subsequent Rating Agreement of May 162013 for carrying out the rating of the aforesaid Bond Programme The Rating Committee
of ICRA after due consideration has assigned a [ICRAIB+ (pronounced as ICM B plus) rating
to the captioned Bond Programme
We would appreciate if you can sign on the duplicate copy of this letter and send it to us within 7
days from the date of this letter as confirmation about the use of the assigned rating The rationale
for assigning the above rating will be sent to you on receipt of your confirmation about the use of our rating as above Any intimation by you about the above rating to any BankerLending
AgencyGovernment AuthoritiesStock Exchange would constitute use of this rating by you
This rating is specific to the terms and conditions of the proposed issue as was indicated to us by you
and any change In the tenns or size of the issue would require the rating to be reviewed by us If
there is any change in the terms and conditions or size of the instrument rated as above the same must be brought to our notice before the issue of the instrument If there is nny such change after the
rating is assigned by us and confirmed to use by you it would be subject to our review and may result in change in the rating assigned
ICRA reserves the right to suspend withdraw or revise the above at any (ime on the basis of new information 01 unav~ilability of information or such other circumstances which ICRA believes may
have an impact on the rating assigned to you
The rating as aforesaid howeVer should not be treated as a recommendation to buy sell or hold the
bonds to be issued by you If the instrument rated as above is not issued by you within a period of 3
BuUding No 5 2 Floor TeL + 91 - 124 - 4545300 wOiosite wwwicraJn Tower A DLF cyber City Fax + 91 - 124 - 4050424 email infoicralndiacom Phase ll Gurgaon 122002
Regd Office 1105 Kailash Building 11 Floor 26 Kastuma Gandhi Marg NeW Delhi - 110001
RATING RES EAR eli INFORMATION
months from the date of this letter communicating the rating the same would stand withdrawn unless
revalidated before the expiry of 3 months
You arc required to forthwith inform us about any default or delay in repayment of intcrest or
principal amount of the instrument mtcd as above or any other debt instruments borrowing Y nu are also required to keep llS forthwith informed of any other devclopments which may have a direct
or indirect impact on the debt servicing capability of the company including any proposal for reshy
schedulement or postponement of the repayment programmes oCthe dues debts of the company with
any lendcr(s) investor(s)
You are required to inform us immediately as and when the borrowing limit for the instrument rated
as above or as prescribed by the regulatory authority (ies) is exceeded
We thank you for your kind cooperation extended during the course of the rating exercise Should
you require any clarification please do not hesitate to get in touch with us
With kind regards
Yours sincerely
for IeRA Limited
-- Iobit Inamdar S (Senior Vice President) (Analyst)
Page 52 of60
Annexure
Details of the bank limits rated by leRA (Rated on long term seale)
Page 53 of60
I eRA limited AIIA~fIiI ofMoltldyIInvllllttmI ~
Ref DRATfl013middot140middot3611
Date August 222013
MI Sanjay AggarwaJ VP - Accounts amp Taxation Orris Infrastructure Private Limited JmiddotIO5 DLF Phasemiddotll MG Road Gurgaonmiddot J22002 Haryana
Dear Sir
Re leRA ruting for Rs 2000 crote NCD Progrumme of Orris Infrastructure Private Umlted
This is with reference to your letter dated August 9 2013 for re-validating your rating for the Rs 200 erore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Boods programme ofyour company and last communicated to you vide QuI letter dated May 212013 stands The other terms and conditions for the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DlRAT12013middot 1410-362 dated May 2013 stands
With kind regards For lCRA Limited
(Senior Vice President)
T~middot + 91middot 124 bull ~ website VWW bulliCfSio fw + 91 124 -~ email info~middoticralndiagtcom
Page 54 of60
Ie R A Lim
Ref DfRAT2013-14O-364
Date October 03 2013
Mr Sanjay Aggarwal VP - Accounts amp Taxation Orris Infrastructure Private Limited J-105 DLF Phasemiddotmiddotll MG Road Gurgaon - 122002 Haryana
Dear Sir
Re ICRA rating for Rs 2000 crOTe NCD Programme of Orris Infrastructure Private Limited
This is with reference to your letter dated September 03 2013 for re-validating your rating for the Rs 200 crore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Bonds programrne of your company and last conununicated to you vide our letter dated August 22 2013 stands The other terrns and conditions fur the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DRATI2QI3middot 14()362 dated May WI3 stands
With kind regards For [eRA Limited
Vi (Senior Vice President)
Buildlng No 2 Iloot Tel + 81 124 - 4545300 websf1e WWWJCf8D
Tower A Cyber Oily Fax + 91 124 bull 4000424 ilImaH lnfoicralfldliLcof1
Phase II Gurgaonmiddot 1~
Regd Offictl noo iltailash Building i 1 Floor 26 KDtwoo Qandhi Marg New Delhi bull 110001
RATING RES EAR C H INfORMATION
Page 55 of60
ANNEXURE 5
CONSENT LETTER FROM DEBENTURE TRUSTEE
Ref No 1750 ITCL JUtmiddots I ru~1 Company Limilt~d
September 30 2013
Orris Infrastructure Private limited (Company) Jmiddot105 OLF PhaSe - 11 MG Road Gurgaon 122002
Kind Attention Mr Vljay Gupta Director
Sub listed Secured Redeemable Non Convertible Debentures (NCDs) aggregating to Rs 200 crs proposed to be issued by the Company on private placement basis
Dear Sirs
This is with reference to our discussion regarding appointment of ILampFS Trust Company limited (ITCL) as Debenture Trustee for the proposedlssue of listed Secured Redeemable NCDsof Rs 1 crore each aggregating to Rs 200 crs to ~ issued by the Company on private placement basis In this regard VIle do hereby give out consent to act as the Debenture Trustee subject to the Company agreeing to the following conditions
1 The Company agrees and undertakes to create the securities over such terms and conditions as detai~d in the signed Information Memorandum as submitted to us and execute the Debenture Trust Deed and other necessary security documents as required
2 The Company agrees amp undertakes to pay Debenture Trustees so long as they hold the office of the De~nture Trustee remuneration as stated in appointment letter dated July 30 2013 for the services as Debenture Trustee in addition to all legal travelling and other costS charges and expenses which the Debenture Trustee or their officers employees or agents rnayiocur in relation to execution of the Debenture Trust Deed and all other documents affecting the Security till the monies in respect of the Debentures have been fully paid-off and the requisite formalities for satisfaction of charge in aU respects have been complied with
3 The Company agrees ft undertakes to comply with the provisions of SEal (Debenture Trustees) Reguliltions 1993 SE61 (Issue and Listing of Debt Securitles) Regulations 2008 SEBICircutar No$EaIIlMOOfgtl1Sondl2oo911 105 dated 11052009 on Simplified Listing Agreement for Debt Securities read with the SEBl Circular No SEBIIIMDDOF-1 tBONDlClr-5120o9 dated the 16th November 2009 the Companies Act 19l)6 ilnd other applicable proviSions I circulars guidelines etc as applicable and amended from time to time and agrees to furnish to Trustees such information in terms of the same on regular basis
Sincerely For ILftFS Trust Company lilDi~d
lL__~~ ~ ~ ~~~ --- ~
Authorized Signatory
lUfFS Finru1 Centre PloINo C 22 G Block 5th Floor Bjr Kurio Complex Bandra (Eastl Mumbamiddotmiddot 40(K)SI INDIA
Bangalor( Office ILEtFSTru1 (ompally Ltdbull ALmiddotLalheef 151 Floor No 2Unioll Slreet Offlnanlry Raad Banglore 5hlX)OI INDIA
New Delhi Offire ILftFSTrusl (ompY tId Amiddot26a lsI Ploor Bhishm Pithamah Marg DefencfCoony New Delhi - 110024 INDIA
Kolkala Offilaquo ILftfSTrusl Company Ltd ILIIFS Constantia lnlflPor n Dr11 lIt Bramachari Street Kolkata bull 700017 INDIA
Page 56 of60
ANNEXURE 6
CONSENT LETTER FROM REGISTRAR AND TRANSFER AGENT i
Skyline Financial Serrr)ices Pvt Ltd SEBI REGISTERED CATEGORY1 REGk)IRARS ampSHARE TRANSfRAtgtENT D153A Ht Floor () nol Area Ph bullbullbullI New Dolhmiddot llO 020 1 9 middot1126812682 2S612~83 EmiddotmaI nOlltyhOaccrn tte-oSi$ wwwSiltyllnfHla_all1
August 29 2013
MrVlneel Kumar Gupta
Sr Manaler Secretarial
Orris InfraSlrucllJre Private Limited
Orris la M G Road
Gurgaoo - 1iG 002 (Hr)
Sub Consent to aet as Registrar to Issue and TfBllSfer Agent
DearSJr
Thls1s in reference 10 YOllr email datild AugJS1 29 2013 We hereby give our consent to act as 21
Registrar to IsSue and Transfer Agent for your propOSed issue of 1O - conveo1ibledebentures Of Rs
20000 Crore (jl1d our name IS Registrar to i$sueandShare Transfer agent may please be included in
Thanking you Y()ursfailhfufy
Vice- President
Page 57 0[60
--
-------
ANNEXURE 7
APPLICA TION FORM
ORRIS INFRASTRUCTURE PRIVATE LIMITED Registered Office RZ-D-5 Mahavir Enclave New Delhi 110045
Corporate Office 1-105 DLF Phase II Mehrauli Gurgaon Gurgaon -122002
Application No ___ Date
Dear Sirs
VWe have read and understood the terms and conditions of issue by Orris Infrastructure Private Limited of senior secured cumulative redeemable Non-Convertible Debentures of face value ~ 10000000 (Rupees One Crores only) having a coupon rate of 20 pa on a private placement basis on the face value aggregating to ~ 2000000000- (Rupees Two Hundred Crores only) (Debenture) contained in the Information Memorandum Disclosure Document dated __2013 VWe bind ourselves to the terms and conditions as contained in the Information Memorandum Disclosure Document and wish to apply for allotment of these Debentures The amount payable on application as shown below is remitted herewith On allotment please place myour name(s) on the Register of Debenture holder(s)
(Please read carefully the instructions on the next page before filling this form)
No of Debentures applied No in figures No in words for
Amount (~)
Detal s I 0 f payment ChequesDemand Date Drawn on Bank DraftlRTGS Details
Applicants Name amp Address in full (please use capital letters)
Pin Code Telephone I Fax Email
I Status Bankin~ Company ( ) Insurance Company ( ) Other ( ) (specify in case of others) Name of Authorized Signatory Designation Signatures Signatoty
Details of Bank Account Bank Name amp Branch Nature ofAccount Account No IFSCINEFT Code middot)---~1
-- --
Depository Details
I1We the undersigned want to hold the Debentures of the Company in the dematerialised fonn Details of myour Beneficiary Account are given below
Depository Participant Name - shy
DPID
Beneficiary Account Number shy
Name of the Applicant
() II We understand that in case of allotment of Debentures to my lour Beneficiary Account as mentioned above would be credited to the extent of Debentures allotted
Taxpayers PAN I GIR No IT CircleIW ardlDistrict ( ) Not Allotted
Tax Deduction Status () Fully ( ) Tax to be ()Yes ONo Exempt deducted at
Source
I1We hereby understand that the Company has not provided and will not provide any material or other infonnation regarding the Debentures except as included in the Infonnation Memorandum Disclosure Document
Signature of the Applicant _________________(Tear here)__________
ACKNOWLEDGEMENT SLIP
Application No Date -- shyReceived From
1shy----------------------~
By ChequelDemand DraftlRTGS No
drawn on towards application for ______ Debentures (Chequesl Demand Drafts are subject to realisation)
For Orris Infrastructure Pvt Ltd
For all further correspondence please contact INFRASTRUCTURE PRIVATE LIMITED Tel +91 124-4979200
Page 59 of60
10
INSTRUCTIONS
You must complete application in full in BLOCK LETTERS IN ENGLISH
2 Your Signatures should be made in English or in any of the Indian languages
3 Application forms duly completed in all respects together with high value Cheques Pay Order Demand Drafts must be lodged at the Orris Infrastructure Private Limited Corporate Office (as provided above)
4 Payments through RTGS shall be made as follows
Beneficiary Account name Orris Infrastructure Private Limited IFSC Code UTIB0000056 Bank Account No 056010200015303 Bank Axis Bank Ltd Branch Sec-14 Gurgaon
5 The Cheque(s)Demand Draft(s) of high value clearing zone should be drawn in favour of ORRIS INFRASTRUCTURE PVT LIMITED and crossed Ale payee only Cheque(s)Demand draft(s) may be drawn on any scheduled bank and payable at Delhi
6 Mr Vineet Gupta as authorised representative of the Company will issue the Acknowledgement Slip (appearing below the Application Form) as acknowledgement of receipt of applications No separate receipt will be issued
7 You should mention your Permanent Account Number or the GIR number allotted under Income- Tax Act 1961 and the Income-Tax CirclelWardlDistrict In case where neither the PAN nor GIR number has been allotted the fact of non-allotment should be mentioned in the application form in the space provided
8 The application would be accepted as per the terms of the issue outlined in the Information Memorandum Disclosure DOC~fii
r1- -~0 gt tl~~ ~gt
j )j~ (~~ ~O
~ shy
Page 60 of60
Modification of Debentures or Information Memorandum Disclosure Document The Issuer may make modifications in the Information Memorandum Disclosure Document only upon receiving consent from the Debenture Trustee who in turn shall seek approval from majority Debenture holder(s)
Notices Any notice may be served by the Issuer upon the Debenture holders through post email fax or personal delivery addressed to such Debenture holder at his her registered address and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof All notice(s) to be given by the Debenture holder(s) shall be sent by post or email or fax or by hand delivery to the Issuer or to such persons at such address as may be notified by the Issuer from time to time through suitable communication and shall be deemed to be given for the purposes of this Deed on the day that such notice is in fact received by the intended recipient thereof or at the expiry of the 3 rd day from the date such notice is dispatched whichever is earlier All correspondence regarding the Debentures should be marked Private Placement of Debentures
All notices from the Issuer shall be sent to the Debenture Trustee with copies to the Debenture Holders All notices to be sent by the Debenture Trustee to the Issuer andor the Promoters shall first be sent to the Debenture Holders for Debenture Holder Approval in terms of the Debenture Trust Deed The Debenture Trustee shall ensure and procure that any notice received by the Debenture Trustee from the Issuer andor the Promoters is shared by the Debenture Trustee with all the Debenture Holders of the Issuer within a period of 2 (two) Business Days from the date of receipt of such notice and in every event before the Debenture Trustee responds to such notice
Issue Procedure Only Eligible Investors as given hereunder may apply for the Debentures by completing the application form in the prescribed format as attached in Annexure 7 (Application Form) in BLOCK LETTERS in English as per the instructions contained therein The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the Application Form No application can be made for a fraction of a Debenture Application Forms should be duly completed in all respects and applications not completed in the said manner are liable to be rejected
The name of the applicants bank type of account and account number must be duly completed by the applicant This is required for the applicants own safety and these details will be printed on the refund orders and interest redemption payments c~~ F~~~gt
~ll ~~
~( ~ )~~Jy 11 ~
~ ~
Page 36 of60-~-~ ~
The Application Form must be accompanied by either demand draft(s) or cheque(s) drawn or made payable in favour of the Issuer or otherwise as may be set out in the Application Form and crossed Account Payee Only Cheque(s) or demand draft(s) may be drawn on any bank including a coshyoperative bank which is a member or a sub-member of the New Delhi Bankers Clearing House located If permitted the applicant may transfer payments required to be made in relation to any by electronic transfer of fundsRTGS to the bank account of the Issuer as per details mentioned in the Application Form
Application Procedure Eligible Investors will be invited to subscribe by way of the Application Form prescribed in the Information Memorandum Disclosure Document during the period between the Issue opening date and the Issue closing date (both dates inclusive)
Fictitious Application As a matter of abundant caution and although not applicable in the case of debentures attention of applicants is specially drawn to the provisions of sub-section (I) of Section 68A of the Act
Any person who (a) makes ina fictitious name an application to a company for acquiring or subscribing for any shares therein or (b) otherwise induces a company to allot or register any transfer of shares therein to him or any other person in a fictitious name shall be punishable with imprisonment for a term which may extend to five years
Basis ofAllotment The Investors will be required to remit the funds as well as submit the duly completed Application Form along with other necessary documents to Issuer by the Deemed Date of Allotment Deemed Date of Allotment for the Issue is 23-10-2013 by which date Investors would be intimated of allotment
Record Date The date falling seven days prior to the Due Date or if it happens to be a holiday then the immediately succeeding Business Day shall be the Record Date
Eligible Investors Only those Investors who have been addressed through a communication directly are eligible to apply No other Investor can apply All Investors are required to comply with the relevant regulationsguidelines applicable to them for investing in this issue of Debentures
Note Participation by potential Investors in the issue may be subject to statutory andor 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 ~egulatory requirements applicable t them inclu~i~~lctUi~ exchange controls and other requIrements Applicants ought to seek Independent l~~ -~lti and regulatory advice in relation to the laws applicable to them rtf ~t
Page 37 o~-) ~~
Application under Power of Attorney Original power of attorney or the relevant authority together with its certified true copy as the case may be along with the names and specimen signatures of all the authorized signatories and the tax exemption certificate document if any must be lodged at time of submission of the completed Application Form Further modifications additions in the power of attorney or authority should be notified to the Company at its registered office
Procedure for applying for Dematerialised Facility
I The applicant must have at least one beneficiary account with any of the Depository Participants of NSDLCDSL prior to making the application
2 The applicant must necessarily fill in the details (including the beneficiary account number and Depository Participants ID) appearing in the Application Form under the heading Details for Issue of Debentures in ElectronicDematerialised Form
3 Debentures allotted to an applicant will be credited directly to the applicants respective beneficiary account(s) with the Depository Participants
4 For subscribing to the Debentures names in the Application Form should be identical to those appearing in the account 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 in the Depository
5 Non-transferable allotment advicerefund orders will be directly sent to the applicant by the Registrar and Transfer Agent to the Issue
6 If incompleteincorrect details are given under the heading Details for Issue of Debentures in ElectronicDematerialised 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
7 For allotment of Debentures the address nomination details and other details of the applicant as registered with hisher DP shall be used for all correspondence with the applicant The applicant is therefore responsible for the correctness of hisher demographic details given in the Application Form vis-a-vis those with hisher Depository Participant In case the information is incorrect or insufficient the Issuer would not be liable for the losses if any
8 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 t- ~gti)L~-~(i ~page380~ ~
~nmiddotmiddotmiddotmiddot-middotmiddotmiddotmiddot ~lt---plusmn
Documents to be provided by Eligible Investors
Investors need to submit the following documentation as applicable
Memorandum and Articles of Association or other constitutional documents
Resolution power of attorney authorising investment
Specimen signatures of the authorised signatories duly certified by an appropriate authority
bull SEBI registration certificate (if applicable)
Copy ofPAN Card to be submitted
bull Application fonn (including RTGS details)
Mode of Payment All payments must be made through cheque(s)draft(s)transfersRTGS as set out in the Application Form
Depository Arrangements The Company has appointed Skyline Financial Services Private Limited as the Registrar and Transfer Agent for the present Issue and the Company shall make necessary depository arrangements with CDSL and NSDL for issue and holding of Debentures in dematerialised form
List of Beneficiaries The Issuer shall request the Depositories to provide a list of beneficiaries as at the end of the relevant Record Date This shall be the list which will be used for payments of interest or repayment of redemption monies or any other amounts payable on the Debentures as the case may be
Effect of Holidays Should any of the dates defined above or elsewhere in this Information Memorandum Disclosure Document (except the Deemed Date of Allotment) fallon a day other than a Business Day the immediately succeeding Business Day shall be considered as the effective date(s) In case Record Date book closure date falls on a day other than a Business Day the Business Day the succeeding day shall be the record date book closure date
Tax Deduction at Source Tax as applicable under the Income Tax Act 1961 or any other statutory modification or re-enactment thereof will be deducted at source on the interest payable on the Debentures Tax exemption certificatedocumentform under section 193 of the Income Tax Act 1961 if any must be lodged at th~ Registered Office of th~ Issuer at least fiftee~~~middot(iJ2~~ (15) days before the relevant mterest payment becommg due (~ 1
i t IJ W7i$0 ~---Page 39 of 6O____~ti-----
Letters of Allotment The Issuer shall issue a Letter of Allotment to each Debenture holder on the Deemed Date of Allotment The Debentures will be subsequently credited in dematerialised form within 2 (two) Business Days from the Deemed Date of Allotment
Deemed Date of Allotment All the benefits under the Debentures will accrue to the Debenture holders from the date of receipt of the application monies The actual allotment may take place on a date other than the Deemed Date of Allotment
Refunds For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within seven days from the Deemed Date of Allotment of the Debentures 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
Joint Holders Where two or more persons are holders of any Debenture(s) they shall deem to hold the same as joint tenants with benefits of survivorship
Mode of Transfer Debentures shall be transferred subject to and in accordance with the rules procedure as prescribed by the NSDL CDSL Depository participant of the transferor transferee and any other applicable laws and the rules notified in respect thereof 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 Transferor shall give delivery instructions containing details of the transferees DP account in his depository participant
Succession In the event of demise of Debenture holder the Company will recognize the executor or administrator of the deceased Debenture holder or the holder of succession certificate or other legal representative as having title to the Debentures The Company shall not be bound to recognize such executor administrator or holder of the succession certificate or other legal representatives as having title to the Debentures unless such executor or administrator obtains probate or letter of administration or such holder is the holder of succession certificate or other legal representation as the case may be from a competent Court in India having jurisdiction over the matter The Company may in their absolute discretion where it thinks fit dispense with production of probate or letter of administration or succession ~--~gt
l
certificate or other legal representation in order to recognize such holder ~1 ~)t)
Page 40 of6~ Vv pound ~o-middot~-
bull ~f V
being entitled to the Debentures standing in the name of deceased Debenture holder on production of sufficient documentary proof or indemnity
Nomination In the event of however a deceased Debenture holder(s) having nominated any person entitled to be registered as the Debenture holder in the event of his death such nominee shall be registered as the Debenture holder in place of the deceased Debenture holder
Page 41 of 60 shy
OTHER REGULATORY AND STATUTORY DISCLOSURES
Stock Exchange Disclaimer Clause It is to be distinctly understood that filing of this Information Memorandum Disclosure Document with the Stock Exchange should not is any way be deemed or construed that the same has been cleared or approved by the Stock exchange The Stock Exchange does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue has been made or for the correctness of the statements made or opinions expressed in this Information MemorandumDisclosure Document
Listing Disclaimer The Debentures are proposed to be listed on the Wholesale Debt Market segment of the BSE The Company shall comply with the requirements of the listing agreement to the extent applicable to it on a continuous basis and shall complete all formalities relating to listing of the Debentures
Companys Disclaimer Clause The Company certifies that the disclosures made in this Information MemorandumDisclosure Document are generally adequate and III
conformity with SEBI Regulations Further the Company accepts no responsibility for statements made otherwise than in the Information MemorandumDisclosure Document or Security Documents or any other material issued by or at the instance of the Company and anyone placing reliance on any source of information other than this Information Memorandum Disclosure Document and the Security Documents would be doing at their own risk and the Company will not be liable for such reliance
Issue of Debentures in Dematerialised Form The Debentures will be issued only in dematerialized form The Issuer has made arrangements with the Depositories for the issue of the Debentures in dematerialized form Investors will have to hold the Debentures in dematerialized form as per the provisions of Depositories Act 1996
Consents ILampFS Trust Company Limited has given its written consent for its appointment as debenture trustee to the Issue under Regulations 4(4) of the SEBI Regulations and inclusion of its name in the form and context in which it appears in this Information Memorandum Disclosure Document __
4ti)~ ~ A )ro)
C
Page 42 of60
ANNEXURE 1 SUMMARY TERM SHEET
--------------------------------------------------------------------------- shyIssuer Orris Infrastructure Private Limited
Instrument Secured Cumulative Redeemable Non-Convertible Debentures
Total number of 200 NCDs Face Value ~ 10000000- (Rupees One Crore only) per Debenture
Issue Size ~ 2000000000- (Rupees Two Hundred Crores only)
Issue Price At its face value ie ~ 10000000- (Rupees One Crore only) per Debenture
Mode of Private Placement Placement Object of the The proceeds from the issue shall be utilized for the general Issue corporate purposes of the Company
Form of listed Dematerialised issuance Deemed Date of 23-10-2013 or any other date as decided by the Issuer Allotment
Tenor 48 (forty eight) months from the Deemed Date of Allotment
Redemption After expiry of the Moratorium Period the Issuer shall redeem the Debentures in equal monthly installments over a period of 33 (thirty three) months on each Due Date subject to premature redemption as permitted under the Debenture Trust Deed
Moratorium Period of 15 (Fifteen) months from the Deemed Date of Allotment Period Interest Rate Interest will be payable at the interest rate of 20 (Twenty percent)
per annum payable monthly on the Outstanding Amounts as per the Payment Schedule (refer Annexure 2 to this Information Memorandum Disclosure Document)
The first installment for interest payment shall also include an additional amount equivalent to 125 (one point two five percent) of the issue size (excluding any applicable taxes) to the Debenture holders in proportion to the Debentures held by them
Market Lot One (1) Debenture
Minimum Application
Early Repayment
Escrow Mechanism
------shy
Subject to the conditions specified in the Debenture Trust Deed (Premature Redemption) the Issuer shall have a onetime option to prematurely redeem in a single tranche and not exceeding 25 (twenty five) of the outstanding Debenture Principal Amount at any time after expiry of the 24 (twenty four) months from the Deemed Date of Allotment till the expiry of 30 (Thirty) months of the Deemed Date of Allotment (Premature Redemption Period) The Premature Redemption shall be exercised in a single tranche and shall be subject to fulfillment of each of the following conditions that the Company prematurely redeems Debentures equivalent to an amount in the multiples of ~ 50000000- (Rupees Five Crores Only) with the minimum amount being ~ 150000000- (Rupees Fifteen Crores Only) for redemption in excess of the amounts permitted for Premature Redemption as specified above the Issuer shall pay a premature redemption premium of 2 (two percent) on the amount being redeemed and paid by the Issuer plus applicable service tax or other statutory levy if any subject to deduction of income tax at the rate prescribed under the Income Tax Act 1961 (Premature Redemption Premium) subject to the Escrow Mechanism below the Issuer shall have the option to prematurely redeem the Debentures after the expiry of the Premature Redemption Period without paying any Premature Redemption Premium provided such amounts are in accordance with sub-clause (a) above and any redemption of Debentures by the Issuer in accordance with this Deed shall be proportionate redemption of all the Debentures together through reduction in face value of each Debenture Further the redemption of the Debentures may be carried out in accordance with the Escrow Mechanism mentioned below
All receivables from the Project will be deposited by the Company in an Escrow Account All monies deposited in the Escrow Account shall be utilized in following order Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal with respect to the Debentures Only upon satisfaction of the requirement of (1) and (2) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account towards withdrawal of upto ~ 900000000 (Rupees Ninety Crores only) by the Company After withdrawal of ~ 900000000 (Rupees Ninety Crores only) by the Company
Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal witl]_x~secttyct to
-_8f~~the Debentures (f~X-~~~
~ ) Page 44 amp1 ~____~i
--------------------------------------- -- -------------
Debt Service Reserve Account (DSRA)
Put Option
Issue open on
Issue closed on
Basis for Interest calculation
Listing
Depository
Credit Rating
Security
Only upon satisfaction of the requirement of (a) and (b) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account 60 (Sixty percent) of any further monies in the Escrow Account shall be used to accelerate the redemption of the Debentures and the remaining 40 shall be withdrawn by the Company
Shall mean an amount being not less than ~ 60000000 (Rupees Six Crores only) to be maintained by the Company in the Escrow Account at all times
In the event of a default as defined iIi the Debenture Trust Deed the Debenture Trustee (on instructions from the Debenture holders) can exercise a put option on the Promoters to buy back the entire outstanding Debentures
04-10-2013 or any other date as decided by the Issuer
23-10-2013 or any other date as decided by the Issuer
Interest payable on the Debentures shall accrue on a day to day basis and shall be computed on the basis of 365 (Three Hundred Sixty Five) days divided equally for each of the twelve calendar months
At the WDM segment of the BSE
NSDL and CDSL
ICRA B+ by ICRA Limited
The Debentures together with any interest accrued thereon and outstanding amounts Debenture Trustees remuneration and all costs charges expenses and all other monies due in respect of the Debentures shall be secured by
First and exclusive charge on all Project Receivables through the Deed of Hypothecation together with the Escrow Agreement and such charge will be superior to any other claims on the Project Receivables First and exclusive charge on all amounts lying to the credit of the Escrow Account under the Deed of Hypothecation First and exclusive charge by way of equitable mortgage on the Commercial Property (Mortgaged Property) through execution of a registered Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property in favour of the Debenture Trustee together with a declaration cum undertaking from CDPL declaring the creation of mortgage by deposit of titly-~Si~6d~~ the
I-SI ~~
Page 4~60
----------------------------------------------------------------------------------Commercial Property in terms of the memorandum of entry Equitable mortgage and exclusive charge over FSI equivalent to 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of the Commercial Project together with all the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
Exclusive charge over all the rights title interest benefits claims demands of any nature whatsoever of the Company under andor in respect of the CDPL Collaboration Agreements for development and construction of the Commercial Colony and the entire FSI in the Commercial Project along with proportionate undivided interest in the underlying land and without limitation the following the right to compel performance thereunder and to substitute or be substituted for the Company thereunder and to substitute and be substituted thereunder for the Company thereunder and to commence and conduct either in the name of the Company or in its own name or otherwise any proceedings against any person in respect of any breach of the CDPL Collaboration Agreements and all claims of the Company including in any proceedings against all or any such persons to any amounts owing to or received by the Company thereunder and the rights and benefits of all Approvals to the extent capable of assignment together with the right to further assign any of the CDPL Collaboration Agreements and such Approvals to any Person Pledge of shares representing the entire issued and paid up share capital of CDPL under the Deed of Pledge Personal Guarantee of Sh Vijay Gupta Sh Amit Gupta and Smt Kusum Gupta and Cheques
Security Creation The Security shall be created in the favour of the Debenture Trustee on or before the Deemed Date of Allotment
Representation The representations and warranties of the Company will be set out and Warranties in the Debenture Trust Deed
Event ofDefault All events of default as set out in the Debenture Trust Deed
Upon occurrence of such event of default Debenture Trustee shall (on instruction from the Debenture holders) issue a written notice of default to the Company and grant to the Company a cure period in accordance with the terms of Security Documents
The consequences of an event of default shall be governed_lgtY the provisions in the Security Documents and shall inclu9~~ayfu~i1t of
default interest and enforcement of the Security in the manner specified In the Security Documents including appointment of nominee director(s)
Default Interest An additional interest of 4 pa (four percent per annum) over and Rate above the Interest Rate (as defined hereinafter) (viz the default
interest rate shall be 24 (twenty four percent) payable in relation to the Debentures and the Outstanding Amounts payable In accordance with Security Documents
Registrar and Skyline Financial Services Private Limited Transfer Agent
Compliance All provisions clauses regulations specified by GOISEBIRoCBSE with respect to issue and listing of Redeemable and Secured Non-Convertible Debentures shall be complied with by the Company
Assignment Each Investor may transfer or dispose a part or the whole of its Transferability Debentures without the Companys consent
Governing Law The governing law will be the laws of India and the parties submit to and Jurisdiction the exclusive jurisdiction of the courts in Delhi
~-~---~-~
u c tL ~If) -~~-J bull (
Page 47 of60
ANNEXURE 2 PAYMENT SCHEDULE
Due date
Month 0
Last Day ofMonth 1
Last Day ofMonth 2
Last Day ofMonth 3
Last Day ofMonth 4
Last Day ofMonth 5
Last Day ofMonth 6
Last Day of Month 7
Last Day ofMonth 8
Last Day of Month 9
Last Day of Month 10
Last Day of Month 11
Last Day of Month 12
Last Day of Month 13
Last Day of Month 14
Last Day ofMonth 15
Last Day of Month 16
Last Day of Month 17
Last Day of Month 18
Last Day ofMonth 19
Last Day ofMonth 20
Last Day of Month 21
Last Day of Month 22
Last Day ofMonth 23
Last Day of Month 24
Last Day ofMonth 25
Last Day of Month 26
Last Day ofMonth 27
Outstandino D b t b
e en nre1 su )scrIptlOn amount
I dat mont I en
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
1939393939
1878787879
1818181818
1757575758
1696969697
1636363636
1575757576
1515151515
1454545455
1393939394
1333333333
1272727273
I nterest
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
32323232
31313131
30303030
29292929
28282828
27272727
26262626
25252525
24242424
23232323
22222222
Debenture Payment to I t D b tSll )SCrIP Ion e en nre
t H Idamoun 0 ers
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
60606061 93939394
60606061 92929293
60606061 91919192
60606061 90909091
60606061 89898990
60606061 88888889
60606061 87878788
60606061 86868687
60606061 85858586
60606061 84848485
60606061 83838384
60606061 8~~3 j()gt t~( S( )Page48~60
-
Due date su
Last Day of Month 28
Last Day of Month 29
Last Day of Month 30
Last Day of Month 31
Last Day ofMonth 32
Last Day of Month 33
Last Day of Month 34
Last Day of Month 35
Last Day of Month 36
Last Day of Month 37
Last Day of Month 38
Last Day of Month 39
Last Day of Month 40
Last Day of Month 41
Last Day of Month 42
Last Day of Month 43
Last Day of Month 44
Last Day ofMonth 45
Last Day of Month 46
Last Day of Month 47
Last Day of Tenor
Outstandino D b t b
b ~ t~n ure t SCrIp Ion amoun
t th da mon en
1212121212
1151515152
1090909091
1030303030
969696970
909090909
848484848
787878788
727272727
666666667
606060606
545454545
484848485
424242424
363636364
303030303
242424242
181818182
121212121
60606061
Debentme Payment to Interest subscription
t amoun Debenture
H ld0 ers
21212121 60606061 81818182
20202020 60606061 80808081
19191919 60606061 79797980
18181818 60606061 78787879
17171717 60606061 77777778
16161616 60606061 76767677
15151515 60606061 75757576
14141414 60606061 74747475
13131313 60606061 73737374
12121212 60606061 72727273
11111111 60606061 71717172
10101010 60606061 70707071
9090909 60606061 69696970
8080808 60606061 68686869
7070707 60606061 67676768
6060606 60606061 66666667
5050505 60606061 65656566
4040404 60606061 64646465
3030303 60606061 63636364
2020202 60606061 62626263
1010101 60606061 61616162
The interest payment on the first Due Date shall vary depending on the date onwh~h the
application monies for Debentures arc received til 1~~1
1bull kAij~ lt laquo~~gt ~
-
--
Page 49 of60
ANNEXURE 3
UNDERTAKING BY THE COMPANY
The Company undertakes that bull In the event the Debentures are issued in physical form the Company
shall use a common form of transfer
bull It will provide on a half yearly basis a compliance certificate duly certified by the Debenture Trustee to the Debenture holders in respect of compliance with the terms and conditions of Issue as contained in this Information Memorandum Disclosure Document and
bull Every credit rating obtained shall be periodically reviewed by the Credit Rating Agency and any revision in the rating shall be promptly disclosed by the Company to the Stock Exchange Any change in rating shall be promptly disseminated to Debenture holders and prospective Investors in such manner as the BSE may determine from time to time All information and reports on the Debentures including compliance reports filed by the Company and the Debenture Trustee shall be disseminated to the Debenture holders and the general public by placing them on the website of the Company and shall through the Debenture Trust Deed request the Debenture Trustee to place the same on its website
bull The above Information Memorandum Disclosure Document IS
compliant with all disclosures required to be made for listing of senior non-convertible debentures on a private placement basis on a recognized stock exchange as specified in Schedule I under Regulation 21 of the Securities and Exchange Board of India (Issuing and Listing of Debt Securities) Regulations 2008
laquo~~(~I0~~ For o~InCr ~cture Private Limited
~~WIVijay~
(Chairman)
Page 50 of60
ANNEXURE 4
CREDIT RATING LETTER FROM ICRA LIMITED
Ie R A Limited
Ref DRAT2013-140-362
Mr Sanjay Aggarwal VP - Accounts amp raxation Orris Infrastructure Private Limited J-105 DLF Phase -II MG Road Gurgaon - 122002 Haryana
May 21 2013
Dear Sir
Rc ICRA-assigned Credit Rating for Rs 200 crore NCD Programmc of Orris Infrastructurc l)rivate Limited (instrument details in Annexure)
Please refer to your Rating Requisition dated May 112013 and the subsequent Rating Agreement of May 162013 for carrying out the rating of the aforesaid Bond Programme The Rating Committee
of ICRA after due consideration has assigned a [ICRAIB+ (pronounced as ICM B plus) rating
to the captioned Bond Programme
We would appreciate if you can sign on the duplicate copy of this letter and send it to us within 7
days from the date of this letter as confirmation about the use of the assigned rating The rationale
for assigning the above rating will be sent to you on receipt of your confirmation about the use of our rating as above Any intimation by you about the above rating to any BankerLending
AgencyGovernment AuthoritiesStock Exchange would constitute use of this rating by you
This rating is specific to the terms and conditions of the proposed issue as was indicated to us by you
and any change In the tenns or size of the issue would require the rating to be reviewed by us If
there is any change in the terms and conditions or size of the instrument rated as above the same must be brought to our notice before the issue of the instrument If there is nny such change after the
rating is assigned by us and confirmed to use by you it would be subject to our review and may result in change in the rating assigned
ICRA reserves the right to suspend withdraw or revise the above at any (ime on the basis of new information 01 unav~ilability of information or such other circumstances which ICRA believes may
have an impact on the rating assigned to you
The rating as aforesaid howeVer should not be treated as a recommendation to buy sell or hold the
bonds to be issued by you If the instrument rated as above is not issued by you within a period of 3
BuUding No 5 2 Floor TeL + 91 - 124 - 4545300 wOiosite wwwicraJn Tower A DLF cyber City Fax + 91 - 124 - 4050424 email infoicralndiacom Phase ll Gurgaon 122002
Regd Office 1105 Kailash Building 11 Floor 26 Kastuma Gandhi Marg NeW Delhi - 110001
RATING RES EAR eli INFORMATION
months from the date of this letter communicating the rating the same would stand withdrawn unless
revalidated before the expiry of 3 months
You arc required to forthwith inform us about any default or delay in repayment of intcrest or
principal amount of the instrument mtcd as above or any other debt instruments borrowing Y nu are also required to keep llS forthwith informed of any other devclopments which may have a direct
or indirect impact on the debt servicing capability of the company including any proposal for reshy
schedulement or postponement of the repayment programmes oCthe dues debts of the company with
any lendcr(s) investor(s)
You are required to inform us immediately as and when the borrowing limit for the instrument rated
as above or as prescribed by the regulatory authority (ies) is exceeded
We thank you for your kind cooperation extended during the course of the rating exercise Should
you require any clarification please do not hesitate to get in touch with us
With kind regards
Yours sincerely
for IeRA Limited
-- Iobit Inamdar S (Senior Vice President) (Analyst)
Page 52 of60
Annexure
Details of the bank limits rated by leRA (Rated on long term seale)
Page 53 of60
I eRA limited AIIA~fIiI ofMoltldyIInvllllttmI ~
Ref DRATfl013middot140middot3611
Date August 222013
MI Sanjay AggarwaJ VP - Accounts amp Taxation Orris Infrastructure Private Limited JmiddotIO5 DLF Phasemiddotll MG Road Gurgaonmiddot J22002 Haryana
Dear Sir
Re leRA ruting for Rs 2000 crote NCD Progrumme of Orris Infrastructure Private Umlted
This is with reference to your letter dated August 9 2013 for re-validating your rating for the Rs 200 erore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Boods programme ofyour company and last communicated to you vide QuI letter dated May 212013 stands The other terms and conditions for the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DlRAT12013middot 1410-362 dated May 2013 stands
With kind regards For lCRA Limited
(Senior Vice President)
T~middot + 91middot 124 bull ~ website VWW bulliCfSio fw + 91 124 -~ email info~middoticralndiagtcom
Page 54 of60
Ie R A Lim
Ref DfRAT2013-14O-364
Date October 03 2013
Mr Sanjay Aggarwal VP - Accounts amp Taxation Orris Infrastructure Private Limited J-105 DLF Phasemiddotmiddotll MG Road Gurgaon - 122002 Haryana
Dear Sir
Re ICRA rating for Rs 2000 crOTe NCD Programme of Orris Infrastructure Private Limited
This is with reference to your letter dated September 03 2013 for re-validating your rating for the Rs 200 crore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Bonds programrne of your company and last conununicated to you vide our letter dated August 22 2013 stands The other terrns and conditions fur the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DRATI2QI3middot 14()362 dated May WI3 stands
With kind regards For [eRA Limited
Vi (Senior Vice President)
Buildlng No 2 Iloot Tel + 81 124 - 4545300 websf1e WWWJCf8D
Tower A Cyber Oily Fax + 91 124 bull 4000424 ilImaH lnfoicralfldliLcof1
Phase II Gurgaonmiddot 1~
Regd Offictl noo iltailash Building i 1 Floor 26 KDtwoo Qandhi Marg New Delhi bull 110001
RATING RES EAR C H INfORMATION
Page 55 of60
ANNEXURE 5
CONSENT LETTER FROM DEBENTURE TRUSTEE
Ref No 1750 ITCL JUtmiddots I ru~1 Company Limilt~d
September 30 2013
Orris Infrastructure Private limited (Company) Jmiddot105 OLF PhaSe - 11 MG Road Gurgaon 122002
Kind Attention Mr Vljay Gupta Director
Sub listed Secured Redeemable Non Convertible Debentures (NCDs) aggregating to Rs 200 crs proposed to be issued by the Company on private placement basis
Dear Sirs
This is with reference to our discussion regarding appointment of ILampFS Trust Company limited (ITCL) as Debenture Trustee for the proposedlssue of listed Secured Redeemable NCDsof Rs 1 crore each aggregating to Rs 200 crs to ~ issued by the Company on private placement basis In this regard VIle do hereby give out consent to act as the Debenture Trustee subject to the Company agreeing to the following conditions
1 The Company agrees and undertakes to create the securities over such terms and conditions as detai~d in the signed Information Memorandum as submitted to us and execute the Debenture Trust Deed and other necessary security documents as required
2 The Company agrees amp undertakes to pay Debenture Trustees so long as they hold the office of the De~nture Trustee remuneration as stated in appointment letter dated July 30 2013 for the services as Debenture Trustee in addition to all legal travelling and other costS charges and expenses which the Debenture Trustee or their officers employees or agents rnayiocur in relation to execution of the Debenture Trust Deed and all other documents affecting the Security till the monies in respect of the Debentures have been fully paid-off and the requisite formalities for satisfaction of charge in aU respects have been complied with
3 The Company agrees ft undertakes to comply with the provisions of SEal (Debenture Trustees) Reguliltions 1993 SE61 (Issue and Listing of Debt Securitles) Regulations 2008 SEBICircutar No$EaIIlMOOfgtl1Sondl2oo911 105 dated 11052009 on Simplified Listing Agreement for Debt Securities read with the SEBl Circular No SEBIIIMDDOF-1 tBONDlClr-5120o9 dated the 16th November 2009 the Companies Act 19l)6 ilnd other applicable proviSions I circulars guidelines etc as applicable and amended from time to time and agrees to furnish to Trustees such information in terms of the same on regular basis
Sincerely For ILftFS Trust Company lilDi~d
lL__~~ ~ ~ ~~~ --- ~
Authorized Signatory
lUfFS Finru1 Centre PloINo C 22 G Block 5th Floor Bjr Kurio Complex Bandra (Eastl Mumbamiddotmiddot 40(K)SI INDIA
Bangalor( Office ILEtFSTru1 (ompally Ltdbull ALmiddotLalheef 151 Floor No 2Unioll Slreet Offlnanlry Raad Banglore 5hlX)OI INDIA
New Delhi Offire ILftFSTrusl (ompY tId Amiddot26a lsI Ploor Bhishm Pithamah Marg DefencfCoony New Delhi - 110024 INDIA
Kolkala Offilaquo ILftfSTrusl Company Ltd ILIIFS Constantia lnlflPor n Dr11 lIt Bramachari Street Kolkata bull 700017 INDIA
Page 56 of60
ANNEXURE 6
CONSENT LETTER FROM REGISTRAR AND TRANSFER AGENT i
Skyline Financial Serrr)ices Pvt Ltd SEBI REGISTERED CATEGORY1 REGk)IRARS ampSHARE TRANSfRAtgtENT D153A Ht Floor () nol Area Ph bullbullbullI New Dolhmiddot llO 020 1 9 middot1126812682 2S612~83 EmiddotmaI nOlltyhOaccrn tte-oSi$ wwwSiltyllnfHla_all1
August 29 2013
MrVlneel Kumar Gupta
Sr Manaler Secretarial
Orris InfraSlrucllJre Private Limited
Orris la M G Road
Gurgaoo - 1iG 002 (Hr)
Sub Consent to aet as Registrar to Issue and TfBllSfer Agent
DearSJr
Thls1s in reference 10 YOllr email datild AugJS1 29 2013 We hereby give our consent to act as 21
Registrar to IsSue and Transfer Agent for your propOSed issue of 1O - conveo1ibledebentures Of Rs
20000 Crore (jl1d our name IS Registrar to i$sueandShare Transfer agent may please be included in
Thanking you Y()ursfailhfufy
Vice- President
Page 57 0[60
--
-------
ANNEXURE 7
APPLICA TION FORM
ORRIS INFRASTRUCTURE PRIVATE LIMITED Registered Office RZ-D-5 Mahavir Enclave New Delhi 110045
Corporate Office 1-105 DLF Phase II Mehrauli Gurgaon Gurgaon -122002
Application No ___ Date
Dear Sirs
VWe have read and understood the terms and conditions of issue by Orris Infrastructure Private Limited of senior secured cumulative redeemable Non-Convertible Debentures of face value ~ 10000000 (Rupees One Crores only) having a coupon rate of 20 pa on a private placement basis on the face value aggregating to ~ 2000000000- (Rupees Two Hundred Crores only) (Debenture) contained in the Information Memorandum Disclosure Document dated __2013 VWe bind ourselves to the terms and conditions as contained in the Information Memorandum Disclosure Document and wish to apply for allotment of these Debentures The amount payable on application as shown below is remitted herewith On allotment please place myour name(s) on the Register of Debenture holder(s)
(Please read carefully the instructions on the next page before filling this form)
No of Debentures applied No in figures No in words for
Amount (~)
Detal s I 0 f payment ChequesDemand Date Drawn on Bank DraftlRTGS Details
Applicants Name amp Address in full (please use capital letters)
Pin Code Telephone I Fax Email
I Status Bankin~ Company ( ) Insurance Company ( ) Other ( ) (specify in case of others) Name of Authorized Signatory Designation Signatures Signatoty
Details of Bank Account Bank Name amp Branch Nature ofAccount Account No IFSCINEFT Code middot)---~1
-- --
Depository Details
I1We the undersigned want to hold the Debentures of the Company in the dematerialised fonn Details of myour Beneficiary Account are given below
Depository Participant Name - shy
DPID
Beneficiary Account Number shy
Name of the Applicant
() II We understand that in case of allotment of Debentures to my lour Beneficiary Account as mentioned above would be credited to the extent of Debentures allotted
Taxpayers PAN I GIR No IT CircleIW ardlDistrict ( ) Not Allotted
Tax Deduction Status () Fully ( ) Tax to be ()Yes ONo Exempt deducted at
Source
I1We hereby understand that the Company has not provided and will not provide any material or other infonnation regarding the Debentures except as included in the Infonnation Memorandum Disclosure Document
Signature of the Applicant _________________(Tear here)__________
ACKNOWLEDGEMENT SLIP
Application No Date -- shyReceived From
1shy----------------------~
By ChequelDemand DraftlRTGS No
drawn on towards application for ______ Debentures (Chequesl Demand Drafts are subject to realisation)
For Orris Infrastructure Pvt Ltd
For all further correspondence please contact INFRASTRUCTURE PRIVATE LIMITED Tel +91 124-4979200
Page 59 of60
10
INSTRUCTIONS
You must complete application in full in BLOCK LETTERS IN ENGLISH
2 Your Signatures should be made in English or in any of the Indian languages
3 Application forms duly completed in all respects together with high value Cheques Pay Order Demand Drafts must be lodged at the Orris Infrastructure Private Limited Corporate Office (as provided above)
4 Payments through RTGS shall be made as follows
Beneficiary Account name Orris Infrastructure Private Limited IFSC Code UTIB0000056 Bank Account No 056010200015303 Bank Axis Bank Ltd Branch Sec-14 Gurgaon
5 The Cheque(s)Demand Draft(s) of high value clearing zone should be drawn in favour of ORRIS INFRASTRUCTURE PVT LIMITED and crossed Ale payee only Cheque(s)Demand draft(s) may be drawn on any scheduled bank and payable at Delhi
6 Mr Vineet Gupta as authorised representative of the Company will issue the Acknowledgement Slip (appearing below the Application Form) as acknowledgement of receipt of applications No separate receipt will be issued
7 You should mention your Permanent Account Number or the GIR number allotted under Income- Tax Act 1961 and the Income-Tax CirclelWardlDistrict In case where neither the PAN nor GIR number has been allotted the fact of non-allotment should be mentioned in the application form in the space provided
8 The application would be accepted as per the terms of the issue outlined in the Information Memorandum Disclosure DOC~fii
r1- -~0 gt tl~~ ~gt
j )j~ (~~ ~O
~ shy
Page 60 of60
The Application Form must be accompanied by either demand draft(s) or cheque(s) drawn or made payable in favour of the Issuer or otherwise as may be set out in the Application Form and crossed Account Payee Only Cheque(s) or demand draft(s) may be drawn on any bank including a coshyoperative bank which is a member or a sub-member of the New Delhi Bankers Clearing House located If permitted the applicant may transfer payments required to be made in relation to any by electronic transfer of fundsRTGS to the bank account of the Issuer as per details mentioned in the Application Form
Application Procedure Eligible Investors will be invited to subscribe by way of the Application Form prescribed in the Information Memorandum Disclosure Document during the period between the Issue opening date and the Issue closing date (both dates inclusive)
Fictitious Application As a matter of abundant caution and although not applicable in the case of debentures attention of applicants is specially drawn to the provisions of sub-section (I) of Section 68A of the Act
Any person who (a) makes ina fictitious name an application to a company for acquiring or subscribing for any shares therein or (b) otherwise induces a company to allot or register any transfer of shares therein to him or any other person in a fictitious name shall be punishable with imprisonment for a term which may extend to five years
Basis ofAllotment The Investors will be required to remit the funds as well as submit the duly completed Application Form along with other necessary documents to Issuer by the Deemed Date of Allotment Deemed Date of Allotment for the Issue is 23-10-2013 by which date Investors would be intimated of allotment
Record Date The date falling seven days prior to the Due Date or if it happens to be a holiday then the immediately succeeding Business Day shall be the Record Date
Eligible Investors Only those Investors who have been addressed through a communication directly are eligible to apply No other Investor can apply All Investors are required to comply with the relevant regulationsguidelines applicable to them for investing in this issue of Debentures
Note Participation by potential Investors in the issue may be subject to statutory andor 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 ~egulatory requirements applicable t them inclu~i~~lctUi~ exchange controls and other requIrements Applicants ought to seek Independent l~~ -~lti and regulatory advice in relation to the laws applicable to them rtf ~t
Page 37 o~-) ~~
Application under Power of Attorney Original power of attorney or the relevant authority together with its certified true copy as the case may be along with the names and specimen signatures of all the authorized signatories and the tax exemption certificate document if any must be lodged at time of submission of the completed Application Form Further modifications additions in the power of attorney or authority should be notified to the Company at its registered office
Procedure for applying for Dematerialised Facility
I The applicant must have at least one beneficiary account with any of the Depository Participants of NSDLCDSL prior to making the application
2 The applicant must necessarily fill in the details (including the beneficiary account number and Depository Participants ID) appearing in the Application Form under the heading Details for Issue of Debentures in ElectronicDematerialised Form
3 Debentures allotted to an applicant will be credited directly to the applicants respective beneficiary account(s) with the Depository Participants
4 For subscribing to the Debentures names in the Application Form should be identical to those appearing in the account 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 in the Depository
5 Non-transferable allotment advicerefund orders will be directly sent to the applicant by the Registrar and Transfer Agent to the Issue
6 If incompleteincorrect details are given under the heading Details for Issue of Debentures in ElectronicDematerialised 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
7 For allotment of Debentures the address nomination details and other details of the applicant as registered with hisher DP shall be used for all correspondence with the applicant The applicant is therefore responsible for the correctness of hisher demographic details given in the Application Form vis-a-vis those with hisher Depository Participant In case the information is incorrect or insufficient the Issuer would not be liable for the losses if any
8 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 t- ~gti)L~-~(i ~page380~ ~
~nmiddotmiddotmiddotmiddot-middotmiddotmiddotmiddot ~lt---plusmn
Documents to be provided by Eligible Investors
Investors need to submit the following documentation as applicable
Memorandum and Articles of Association or other constitutional documents
Resolution power of attorney authorising investment
Specimen signatures of the authorised signatories duly certified by an appropriate authority
bull SEBI registration certificate (if applicable)
Copy ofPAN Card to be submitted
bull Application fonn (including RTGS details)
Mode of Payment All payments must be made through cheque(s)draft(s)transfersRTGS as set out in the Application Form
Depository Arrangements The Company has appointed Skyline Financial Services Private Limited as the Registrar and Transfer Agent for the present Issue and the Company shall make necessary depository arrangements with CDSL and NSDL for issue and holding of Debentures in dematerialised form
List of Beneficiaries The Issuer shall request the Depositories to provide a list of beneficiaries as at the end of the relevant Record Date This shall be the list which will be used for payments of interest or repayment of redemption monies or any other amounts payable on the Debentures as the case may be
Effect of Holidays Should any of the dates defined above or elsewhere in this Information Memorandum Disclosure Document (except the Deemed Date of Allotment) fallon a day other than a Business Day the immediately succeeding Business Day shall be considered as the effective date(s) In case Record Date book closure date falls on a day other than a Business Day the Business Day the succeeding day shall be the record date book closure date
Tax Deduction at Source Tax as applicable under the Income Tax Act 1961 or any other statutory modification or re-enactment thereof will be deducted at source on the interest payable on the Debentures Tax exemption certificatedocumentform under section 193 of the Income Tax Act 1961 if any must be lodged at th~ Registered Office of th~ Issuer at least fiftee~~~middot(iJ2~~ (15) days before the relevant mterest payment becommg due (~ 1
i t IJ W7i$0 ~---Page 39 of 6O____~ti-----
Letters of Allotment The Issuer shall issue a Letter of Allotment to each Debenture holder on the Deemed Date of Allotment The Debentures will be subsequently credited in dematerialised form within 2 (two) Business Days from the Deemed Date of Allotment
Deemed Date of Allotment All the benefits under the Debentures will accrue to the Debenture holders from the date of receipt of the application monies The actual allotment may take place on a date other than the Deemed Date of Allotment
Refunds For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within seven days from the Deemed Date of Allotment of the Debentures 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
Joint Holders Where two or more persons are holders of any Debenture(s) they shall deem to hold the same as joint tenants with benefits of survivorship
Mode of Transfer Debentures shall be transferred subject to and in accordance with the rules procedure as prescribed by the NSDL CDSL Depository participant of the transferor transferee and any other applicable laws and the rules notified in respect thereof 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 Transferor shall give delivery instructions containing details of the transferees DP account in his depository participant
Succession In the event of demise of Debenture holder the Company will recognize the executor or administrator of the deceased Debenture holder or the holder of succession certificate or other legal representative as having title to the Debentures The Company shall not be bound to recognize such executor administrator or holder of the succession certificate or other legal representatives as having title to the Debentures unless such executor or administrator obtains probate or letter of administration or such holder is the holder of succession certificate or other legal representation as the case may be from a competent Court in India having jurisdiction over the matter The Company may in their absolute discretion where it thinks fit dispense with production of probate or letter of administration or succession ~--~gt
l
certificate or other legal representation in order to recognize such holder ~1 ~)t)
Page 40 of6~ Vv pound ~o-middot~-
bull ~f V
being entitled to the Debentures standing in the name of deceased Debenture holder on production of sufficient documentary proof or indemnity
Nomination In the event of however a deceased Debenture holder(s) having nominated any person entitled to be registered as the Debenture holder in the event of his death such nominee shall be registered as the Debenture holder in place of the deceased Debenture holder
Page 41 of 60 shy
OTHER REGULATORY AND STATUTORY DISCLOSURES
Stock Exchange Disclaimer Clause It is to be distinctly understood that filing of this Information Memorandum Disclosure Document with the Stock Exchange should not is any way be deemed or construed that the same has been cleared or approved by the Stock exchange The Stock Exchange does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue has been made or for the correctness of the statements made or opinions expressed in this Information MemorandumDisclosure Document
Listing Disclaimer The Debentures are proposed to be listed on the Wholesale Debt Market segment of the BSE The Company shall comply with the requirements of the listing agreement to the extent applicable to it on a continuous basis and shall complete all formalities relating to listing of the Debentures
Companys Disclaimer Clause The Company certifies that the disclosures made in this Information MemorandumDisclosure Document are generally adequate and III
conformity with SEBI Regulations Further the Company accepts no responsibility for statements made otherwise than in the Information MemorandumDisclosure Document or Security Documents or any other material issued by or at the instance of the Company and anyone placing reliance on any source of information other than this Information Memorandum Disclosure Document and the Security Documents would be doing at their own risk and the Company will not be liable for such reliance
Issue of Debentures in Dematerialised Form The Debentures will be issued only in dematerialized form The Issuer has made arrangements with the Depositories for the issue of the Debentures in dematerialized form Investors will have to hold the Debentures in dematerialized form as per the provisions of Depositories Act 1996
Consents ILampFS Trust Company Limited has given its written consent for its appointment as debenture trustee to the Issue under Regulations 4(4) of the SEBI Regulations and inclusion of its name in the form and context in which it appears in this Information Memorandum Disclosure Document __
4ti)~ ~ A )ro)
C
Page 42 of60
ANNEXURE 1 SUMMARY TERM SHEET
--------------------------------------------------------------------------- shyIssuer Orris Infrastructure Private Limited
Instrument Secured Cumulative Redeemable Non-Convertible Debentures
Total number of 200 NCDs Face Value ~ 10000000- (Rupees One Crore only) per Debenture
Issue Size ~ 2000000000- (Rupees Two Hundred Crores only)
Issue Price At its face value ie ~ 10000000- (Rupees One Crore only) per Debenture
Mode of Private Placement Placement Object of the The proceeds from the issue shall be utilized for the general Issue corporate purposes of the Company
Form of listed Dematerialised issuance Deemed Date of 23-10-2013 or any other date as decided by the Issuer Allotment
Tenor 48 (forty eight) months from the Deemed Date of Allotment
Redemption After expiry of the Moratorium Period the Issuer shall redeem the Debentures in equal monthly installments over a period of 33 (thirty three) months on each Due Date subject to premature redemption as permitted under the Debenture Trust Deed
Moratorium Period of 15 (Fifteen) months from the Deemed Date of Allotment Period Interest Rate Interest will be payable at the interest rate of 20 (Twenty percent)
per annum payable monthly on the Outstanding Amounts as per the Payment Schedule (refer Annexure 2 to this Information Memorandum Disclosure Document)
The first installment for interest payment shall also include an additional amount equivalent to 125 (one point two five percent) of the issue size (excluding any applicable taxes) to the Debenture holders in proportion to the Debentures held by them
Market Lot One (1) Debenture
Minimum Application
Early Repayment
Escrow Mechanism
------shy
Subject to the conditions specified in the Debenture Trust Deed (Premature Redemption) the Issuer shall have a onetime option to prematurely redeem in a single tranche and not exceeding 25 (twenty five) of the outstanding Debenture Principal Amount at any time after expiry of the 24 (twenty four) months from the Deemed Date of Allotment till the expiry of 30 (Thirty) months of the Deemed Date of Allotment (Premature Redemption Period) The Premature Redemption shall be exercised in a single tranche and shall be subject to fulfillment of each of the following conditions that the Company prematurely redeems Debentures equivalent to an amount in the multiples of ~ 50000000- (Rupees Five Crores Only) with the minimum amount being ~ 150000000- (Rupees Fifteen Crores Only) for redemption in excess of the amounts permitted for Premature Redemption as specified above the Issuer shall pay a premature redemption premium of 2 (two percent) on the amount being redeemed and paid by the Issuer plus applicable service tax or other statutory levy if any subject to deduction of income tax at the rate prescribed under the Income Tax Act 1961 (Premature Redemption Premium) subject to the Escrow Mechanism below the Issuer shall have the option to prematurely redeem the Debentures after the expiry of the Premature Redemption Period without paying any Premature Redemption Premium provided such amounts are in accordance with sub-clause (a) above and any redemption of Debentures by the Issuer in accordance with this Deed shall be proportionate redemption of all the Debentures together through reduction in face value of each Debenture Further the redemption of the Debentures may be carried out in accordance with the Escrow Mechanism mentioned below
All receivables from the Project will be deposited by the Company in an Escrow Account All monies deposited in the Escrow Account shall be utilized in following order Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal with respect to the Debentures Only upon satisfaction of the requirement of (1) and (2) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account towards withdrawal of upto ~ 900000000 (Rupees Ninety Crores only) by the Company After withdrawal of ~ 900000000 (Rupees Ninety Crores only) by the Company
Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal witl]_x~secttyct to
-_8f~~the Debentures (f~X-~~~
~ ) Page 44 amp1 ~____~i
--------------------------------------- -- -------------
Debt Service Reserve Account (DSRA)
Put Option
Issue open on
Issue closed on
Basis for Interest calculation
Listing
Depository
Credit Rating
Security
Only upon satisfaction of the requirement of (a) and (b) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account 60 (Sixty percent) of any further monies in the Escrow Account shall be used to accelerate the redemption of the Debentures and the remaining 40 shall be withdrawn by the Company
Shall mean an amount being not less than ~ 60000000 (Rupees Six Crores only) to be maintained by the Company in the Escrow Account at all times
In the event of a default as defined iIi the Debenture Trust Deed the Debenture Trustee (on instructions from the Debenture holders) can exercise a put option on the Promoters to buy back the entire outstanding Debentures
04-10-2013 or any other date as decided by the Issuer
23-10-2013 or any other date as decided by the Issuer
Interest payable on the Debentures shall accrue on a day to day basis and shall be computed on the basis of 365 (Three Hundred Sixty Five) days divided equally for each of the twelve calendar months
At the WDM segment of the BSE
NSDL and CDSL
ICRA B+ by ICRA Limited
The Debentures together with any interest accrued thereon and outstanding amounts Debenture Trustees remuneration and all costs charges expenses and all other monies due in respect of the Debentures shall be secured by
First and exclusive charge on all Project Receivables through the Deed of Hypothecation together with the Escrow Agreement and such charge will be superior to any other claims on the Project Receivables First and exclusive charge on all amounts lying to the credit of the Escrow Account under the Deed of Hypothecation First and exclusive charge by way of equitable mortgage on the Commercial Property (Mortgaged Property) through execution of a registered Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property in favour of the Debenture Trustee together with a declaration cum undertaking from CDPL declaring the creation of mortgage by deposit of titly-~Si~6d~~ the
I-SI ~~
Page 4~60
----------------------------------------------------------------------------------Commercial Property in terms of the memorandum of entry Equitable mortgage and exclusive charge over FSI equivalent to 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of the Commercial Project together with all the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
Exclusive charge over all the rights title interest benefits claims demands of any nature whatsoever of the Company under andor in respect of the CDPL Collaboration Agreements for development and construction of the Commercial Colony and the entire FSI in the Commercial Project along with proportionate undivided interest in the underlying land and without limitation the following the right to compel performance thereunder and to substitute or be substituted for the Company thereunder and to substitute and be substituted thereunder for the Company thereunder and to commence and conduct either in the name of the Company or in its own name or otherwise any proceedings against any person in respect of any breach of the CDPL Collaboration Agreements and all claims of the Company including in any proceedings against all or any such persons to any amounts owing to or received by the Company thereunder and the rights and benefits of all Approvals to the extent capable of assignment together with the right to further assign any of the CDPL Collaboration Agreements and such Approvals to any Person Pledge of shares representing the entire issued and paid up share capital of CDPL under the Deed of Pledge Personal Guarantee of Sh Vijay Gupta Sh Amit Gupta and Smt Kusum Gupta and Cheques
Security Creation The Security shall be created in the favour of the Debenture Trustee on or before the Deemed Date of Allotment
Representation The representations and warranties of the Company will be set out and Warranties in the Debenture Trust Deed
Event ofDefault All events of default as set out in the Debenture Trust Deed
Upon occurrence of such event of default Debenture Trustee shall (on instruction from the Debenture holders) issue a written notice of default to the Company and grant to the Company a cure period in accordance with the terms of Security Documents
The consequences of an event of default shall be governed_lgtY the provisions in the Security Documents and shall inclu9~~ayfu~i1t of
default interest and enforcement of the Security in the manner specified In the Security Documents including appointment of nominee director(s)
Default Interest An additional interest of 4 pa (four percent per annum) over and Rate above the Interest Rate (as defined hereinafter) (viz the default
interest rate shall be 24 (twenty four percent) payable in relation to the Debentures and the Outstanding Amounts payable In accordance with Security Documents
Registrar and Skyline Financial Services Private Limited Transfer Agent
Compliance All provisions clauses regulations specified by GOISEBIRoCBSE with respect to issue and listing of Redeemable and Secured Non-Convertible Debentures shall be complied with by the Company
Assignment Each Investor may transfer or dispose a part or the whole of its Transferability Debentures without the Companys consent
Governing Law The governing law will be the laws of India and the parties submit to and Jurisdiction the exclusive jurisdiction of the courts in Delhi
~-~---~-~
u c tL ~If) -~~-J bull (
Page 47 of60
ANNEXURE 2 PAYMENT SCHEDULE
Due date
Month 0
Last Day ofMonth 1
Last Day ofMonth 2
Last Day ofMonth 3
Last Day ofMonth 4
Last Day ofMonth 5
Last Day ofMonth 6
Last Day of Month 7
Last Day ofMonth 8
Last Day of Month 9
Last Day of Month 10
Last Day of Month 11
Last Day of Month 12
Last Day of Month 13
Last Day of Month 14
Last Day ofMonth 15
Last Day of Month 16
Last Day of Month 17
Last Day of Month 18
Last Day ofMonth 19
Last Day ofMonth 20
Last Day of Month 21
Last Day of Month 22
Last Day ofMonth 23
Last Day of Month 24
Last Day ofMonth 25
Last Day of Month 26
Last Day ofMonth 27
Outstandino D b t b
e en nre1 su )scrIptlOn amount
I dat mont I en
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
1939393939
1878787879
1818181818
1757575758
1696969697
1636363636
1575757576
1515151515
1454545455
1393939394
1333333333
1272727273
I nterest
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
32323232
31313131
30303030
29292929
28282828
27272727
26262626
25252525
24242424
23232323
22222222
Debenture Payment to I t D b tSll )SCrIP Ion e en nre
t H Idamoun 0 ers
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
60606061 93939394
60606061 92929293
60606061 91919192
60606061 90909091
60606061 89898990
60606061 88888889
60606061 87878788
60606061 86868687
60606061 85858586
60606061 84848485
60606061 83838384
60606061 8~~3 j()gt t~( S( )Page48~60
-
Due date su
Last Day of Month 28
Last Day of Month 29
Last Day of Month 30
Last Day of Month 31
Last Day ofMonth 32
Last Day of Month 33
Last Day of Month 34
Last Day of Month 35
Last Day of Month 36
Last Day of Month 37
Last Day of Month 38
Last Day of Month 39
Last Day of Month 40
Last Day of Month 41
Last Day of Month 42
Last Day of Month 43
Last Day of Month 44
Last Day ofMonth 45
Last Day of Month 46
Last Day of Month 47
Last Day of Tenor
Outstandino D b t b
b ~ t~n ure t SCrIp Ion amoun
t th da mon en
1212121212
1151515152
1090909091
1030303030
969696970
909090909
848484848
787878788
727272727
666666667
606060606
545454545
484848485
424242424
363636364
303030303
242424242
181818182
121212121
60606061
Debentme Payment to Interest subscription
t amoun Debenture
H ld0 ers
21212121 60606061 81818182
20202020 60606061 80808081
19191919 60606061 79797980
18181818 60606061 78787879
17171717 60606061 77777778
16161616 60606061 76767677
15151515 60606061 75757576
14141414 60606061 74747475
13131313 60606061 73737374
12121212 60606061 72727273
11111111 60606061 71717172
10101010 60606061 70707071
9090909 60606061 69696970
8080808 60606061 68686869
7070707 60606061 67676768
6060606 60606061 66666667
5050505 60606061 65656566
4040404 60606061 64646465
3030303 60606061 63636364
2020202 60606061 62626263
1010101 60606061 61616162
The interest payment on the first Due Date shall vary depending on the date onwh~h the
application monies for Debentures arc received til 1~~1
1bull kAij~ lt laquo~~gt ~
-
--
Page 49 of60
ANNEXURE 3
UNDERTAKING BY THE COMPANY
The Company undertakes that bull In the event the Debentures are issued in physical form the Company
shall use a common form of transfer
bull It will provide on a half yearly basis a compliance certificate duly certified by the Debenture Trustee to the Debenture holders in respect of compliance with the terms and conditions of Issue as contained in this Information Memorandum Disclosure Document and
bull Every credit rating obtained shall be periodically reviewed by the Credit Rating Agency and any revision in the rating shall be promptly disclosed by the Company to the Stock Exchange Any change in rating shall be promptly disseminated to Debenture holders and prospective Investors in such manner as the BSE may determine from time to time All information and reports on the Debentures including compliance reports filed by the Company and the Debenture Trustee shall be disseminated to the Debenture holders and the general public by placing them on the website of the Company and shall through the Debenture Trust Deed request the Debenture Trustee to place the same on its website
bull The above Information Memorandum Disclosure Document IS
compliant with all disclosures required to be made for listing of senior non-convertible debentures on a private placement basis on a recognized stock exchange as specified in Schedule I under Regulation 21 of the Securities and Exchange Board of India (Issuing and Listing of Debt Securities) Regulations 2008
laquo~~(~I0~~ For o~InCr ~cture Private Limited
~~WIVijay~
(Chairman)
Page 50 of60
ANNEXURE 4
CREDIT RATING LETTER FROM ICRA LIMITED
Ie R A Limited
Ref DRAT2013-140-362
Mr Sanjay Aggarwal VP - Accounts amp raxation Orris Infrastructure Private Limited J-105 DLF Phase -II MG Road Gurgaon - 122002 Haryana
May 21 2013
Dear Sir
Rc ICRA-assigned Credit Rating for Rs 200 crore NCD Programmc of Orris Infrastructurc l)rivate Limited (instrument details in Annexure)
Please refer to your Rating Requisition dated May 112013 and the subsequent Rating Agreement of May 162013 for carrying out the rating of the aforesaid Bond Programme The Rating Committee
of ICRA after due consideration has assigned a [ICRAIB+ (pronounced as ICM B plus) rating
to the captioned Bond Programme
We would appreciate if you can sign on the duplicate copy of this letter and send it to us within 7
days from the date of this letter as confirmation about the use of the assigned rating The rationale
for assigning the above rating will be sent to you on receipt of your confirmation about the use of our rating as above Any intimation by you about the above rating to any BankerLending
AgencyGovernment AuthoritiesStock Exchange would constitute use of this rating by you
This rating is specific to the terms and conditions of the proposed issue as was indicated to us by you
and any change In the tenns or size of the issue would require the rating to be reviewed by us If
there is any change in the terms and conditions or size of the instrument rated as above the same must be brought to our notice before the issue of the instrument If there is nny such change after the
rating is assigned by us and confirmed to use by you it would be subject to our review and may result in change in the rating assigned
ICRA reserves the right to suspend withdraw or revise the above at any (ime on the basis of new information 01 unav~ilability of information or such other circumstances which ICRA believes may
have an impact on the rating assigned to you
The rating as aforesaid howeVer should not be treated as a recommendation to buy sell or hold the
bonds to be issued by you If the instrument rated as above is not issued by you within a period of 3
BuUding No 5 2 Floor TeL + 91 - 124 - 4545300 wOiosite wwwicraJn Tower A DLF cyber City Fax + 91 - 124 - 4050424 email infoicralndiacom Phase ll Gurgaon 122002
Regd Office 1105 Kailash Building 11 Floor 26 Kastuma Gandhi Marg NeW Delhi - 110001
RATING RES EAR eli INFORMATION
months from the date of this letter communicating the rating the same would stand withdrawn unless
revalidated before the expiry of 3 months
You arc required to forthwith inform us about any default or delay in repayment of intcrest or
principal amount of the instrument mtcd as above or any other debt instruments borrowing Y nu are also required to keep llS forthwith informed of any other devclopments which may have a direct
or indirect impact on the debt servicing capability of the company including any proposal for reshy
schedulement or postponement of the repayment programmes oCthe dues debts of the company with
any lendcr(s) investor(s)
You are required to inform us immediately as and when the borrowing limit for the instrument rated
as above or as prescribed by the regulatory authority (ies) is exceeded
We thank you for your kind cooperation extended during the course of the rating exercise Should
you require any clarification please do not hesitate to get in touch with us
With kind regards
Yours sincerely
for IeRA Limited
-- Iobit Inamdar S (Senior Vice President) (Analyst)
Page 52 of60
Annexure
Details of the bank limits rated by leRA (Rated on long term seale)
Page 53 of60
I eRA limited AIIA~fIiI ofMoltldyIInvllllttmI ~
Ref DRATfl013middot140middot3611
Date August 222013
MI Sanjay AggarwaJ VP - Accounts amp Taxation Orris Infrastructure Private Limited JmiddotIO5 DLF Phasemiddotll MG Road Gurgaonmiddot J22002 Haryana
Dear Sir
Re leRA ruting for Rs 2000 crote NCD Progrumme of Orris Infrastructure Private Umlted
This is with reference to your letter dated August 9 2013 for re-validating your rating for the Rs 200 erore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Boods programme ofyour company and last communicated to you vide QuI letter dated May 212013 stands The other terms and conditions for the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DlRAT12013middot 1410-362 dated May 2013 stands
With kind regards For lCRA Limited
(Senior Vice President)
T~middot + 91middot 124 bull ~ website VWW bulliCfSio fw + 91 124 -~ email info~middoticralndiagtcom
Page 54 of60
Ie R A Lim
Ref DfRAT2013-14O-364
Date October 03 2013
Mr Sanjay Aggarwal VP - Accounts amp Taxation Orris Infrastructure Private Limited J-105 DLF Phasemiddotmiddotll MG Road Gurgaon - 122002 Haryana
Dear Sir
Re ICRA rating for Rs 2000 crOTe NCD Programme of Orris Infrastructure Private Limited
This is with reference to your letter dated September 03 2013 for re-validating your rating for the Rs 200 crore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Bonds programrne of your company and last conununicated to you vide our letter dated August 22 2013 stands The other terrns and conditions fur the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DRATI2QI3middot 14()362 dated May WI3 stands
With kind regards For [eRA Limited
Vi (Senior Vice President)
Buildlng No 2 Iloot Tel + 81 124 - 4545300 websf1e WWWJCf8D
Tower A Cyber Oily Fax + 91 124 bull 4000424 ilImaH lnfoicralfldliLcof1
Phase II Gurgaonmiddot 1~
Regd Offictl noo iltailash Building i 1 Floor 26 KDtwoo Qandhi Marg New Delhi bull 110001
RATING RES EAR C H INfORMATION
Page 55 of60
ANNEXURE 5
CONSENT LETTER FROM DEBENTURE TRUSTEE
Ref No 1750 ITCL JUtmiddots I ru~1 Company Limilt~d
September 30 2013
Orris Infrastructure Private limited (Company) Jmiddot105 OLF PhaSe - 11 MG Road Gurgaon 122002
Kind Attention Mr Vljay Gupta Director
Sub listed Secured Redeemable Non Convertible Debentures (NCDs) aggregating to Rs 200 crs proposed to be issued by the Company on private placement basis
Dear Sirs
This is with reference to our discussion regarding appointment of ILampFS Trust Company limited (ITCL) as Debenture Trustee for the proposedlssue of listed Secured Redeemable NCDsof Rs 1 crore each aggregating to Rs 200 crs to ~ issued by the Company on private placement basis In this regard VIle do hereby give out consent to act as the Debenture Trustee subject to the Company agreeing to the following conditions
1 The Company agrees and undertakes to create the securities over such terms and conditions as detai~d in the signed Information Memorandum as submitted to us and execute the Debenture Trust Deed and other necessary security documents as required
2 The Company agrees amp undertakes to pay Debenture Trustees so long as they hold the office of the De~nture Trustee remuneration as stated in appointment letter dated July 30 2013 for the services as Debenture Trustee in addition to all legal travelling and other costS charges and expenses which the Debenture Trustee or their officers employees or agents rnayiocur in relation to execution of the Debenture Trust Deed and all other documents affecting the Security till the monies in respect of the Debentures have been fully paid-off and the requisite formalities for satisfaction of charge in aU respects have been complied with
3 The Company agrees ft undertakes to comply with the provisions of SEal (Debenture Trustees) Reguliltions 1993 SE61 (Issue and Listing of Debt Securitles) Regulations 2008 SEBICircutar No$EaIIlMOOfgtl1Sondl2oo911 105 dated 11052009 on Simplified Listing Agreement for Debt Securities read with the SEBl Circular No SEBIIIMDDOF-1 tBONDlClr-5120o9 dated the 16th November 2009 the Companies Act 19l)6 ilnd other applicable proviSions I circulars guidelines etc as applicable and amended from time to time and agrees to furnish to Trustees such information in terms of the same on regular basis
Sincerely For ILftFS Trust Company lilDi~d
lL__~~ ~ ~ ~~~ --- ~
Authorized Signatory
lUfFS Finru1 Centre PloINo C 22 G Block 5th Floor Bjr Kurio Complex Bandra (Eastl Mumbamiddotmiddot 40(K)SI INDIA
Bangalor( Office ILEtFSTru1 (ompally Ltdbull ALmiddotLalheef 151 Floor No 2Unioll Slreet Offlnanlry Raad Banglore 5hlX)OI INDIA
New Delhi Offire ILftFSTrusl (ompY tId Amiddot26a lsI Ploor Bhishm Pithamah Marg DefencfCoony New Delhi - 110024 INDIA
Kolkala Offilaquo ILftfSTrusl Company Ltd ILIIFS Constantia lnlflPor n Dr11 lIt Bramachari Street Kolkata bull 700017 INDIA
Page 56 of60
ANNEXURE 6
CONSENT LETTER FROM REGISTRAR AND TRANSFER AGENT i
Skyline Financial Serrr)ices Pvt Ltd SEBI REGISTERED CATEGORY1 REGk)IRARS ampSHARE TRANSfRAtgtENT D153A Ht Floor () nol Area Ph bullbullbullI New Dolhmiddot llO 020 1 9 middot1126812682 2S612~83 EmiddotmaI nOlltyhOaccrn tte-oSi$ wwwSiltyllnfHla_all1
August 29 2013
MrVlneel Kumar Gupta
Sr Manaler Secretarial
Orris InfraSlrucllJre Private Limited
Orris la M G Road
Gurgaoo - 1iG 002 (Hr)
Sub Consent to aet as Registrar to Issue and TfBllSfer Agent
DearSJr
Thls1s in reference 10 YOllr email datild AugJS1 29 2013 We hereby give our consent to act as 21
Registrar to IsSue and Transfer Agent for your propOSed issue of 1O - conveo1ibledebentures Of Rs
20000 Crore (jl1d our name IS Registrar to i$sueandShare Transfer agent may please be included in
Thanking you Y()ursfailhfufy
Vice- President
Page 57 0[60
--
-------
ANNEXURE 7
APPLICA TION FORM
ORRIS INFRASTRUCTURE PRIVATE LIMITED Registered Office RZ-D-5 Mahavir Enclave New Delhi 110045
Corporate Office 1-105 DLF Phase II Mehrauli Gurgaon Gurgaon -122002
Application No ___ Date
Dear Sirs
VWe have read and understood the terms and conditions of issue by Orris Infrastructure Private Limited of senior secured cumulative redeemable Non-Convertible Debentures of face value ~ 10000000 (Rupees One Crores only) having a coupon rate of 20 pa on a private placement basis on the face value aggregating to ~ 2000000000- (Rupees Two Hundred Crores only) (Debenture) contained in the Information Memorandum Disclosure Document dated __2013 VWe bind ourselves to the terms and conditions as contained in the Information Memorandum Disclosure Document and wish to apply for allotment of these Debentures The amount payable on application as shown below is remitted herewith On allotment please place myour name(s) on the Register of Debenture holder(s)
(Please read carefully the instructions on the next page before filling this form)
No of Debentures applied No in figures No in words for
Amount (~)
Detal s I 0 f payment ChequesDemand Date Drawn on Bank DraftlRTGS Details
Applicants Name amp Address in full (please use capital letters)
Pin Code Telephone I Fax Email
I Status Bankin~ Company ( ) Insurance Company ( ) Other ( ) (specify in case of others) Name of Authorized Signatory Designation Signatures Signatoty
Details of Bank Account Bank Name amp Branch Nature ofAccount Account No IFSCINEFT Code middot)---~1
-- --
Depository Details
I1We the undersigned want to hold the Debentures of the Company in the dematerialised fonn Details of myour Beneficiary Account are given below
Depository Participant Name - shy
DPID
Beneficiary Account Number shy
Name of the Applicant
() II We understand that in case of allotment of Debentures to my lour Beneficiary Account as mentioned above would be credited to the extent of Debentures allotted
Taxpayers PAN I GIR No IT CircleIW ardlDistrict ( ) Not Allotted
Tax Deduction Status () Fully ( ) Tax to be ()Yes ONo Exempt deducted at
Source
I1We hereby understand that the Company has not provided and will not provide any material or other infonnation regarding the Debentures except as included in the Infonnation Memorandum Disclosure Document
Signature of the Applicant _________________(Tear here)__________
ACKNOWLEDGEMENT SLIP
Application No Date -- shyReceived From
1shy----------------------~
By ChequelDemand DraftlRTGS No
drawn on towards application for ______ Debentures (Chequesl Demand Drafts are subject to realisation)
For Orris Infrastructure Pvt Ltd
For all further correspondence please contact INFRASTRUCTURE PRIVATE LIMITED Tel +91 124-4979200
Page 59 of60
10
INSTRUCTIONS
You must complete application in full in BLOCK LETTERS IN ENGLISH
2 Your Signatures should be made in English or in any of the Indian languages
3 Application forms duly completed in all respects together with high value Cheques Pay Order Demand Drafts must be lodged at the Orris Infrastructure Private Limited Corporate Office (as provided above)
4 Payments through RTGS shall be made as follows
Beneficiary Account name Orris Infrastructure Private Limited IFSC Code UTIB0000056 Bank Account No 056010200015303 Bank Axis Bank Ltd Branch Sec-14 Gurgaon
5 The Cheque(s)Demand Draft(s) of high value clearing zone should be drawn in favour of ORRIS INFRASTRUCTURE PVT LIMITED and crossed Ale payee only Cheque(s)Demand draft(s) may be drawn on any scheduled bank and payable at Delhi
6 Mr Vineet Gupta as authorised representative of the Company will issue the Acknowledgement Slip (appearing below the Application Form) as acknowledgement of receipt of applications No separate receipt will be issued
7 You should mention your Permanent Account Number or the GIR number allotted under Income- Tax Act 1961 and the Income-Tax CirclelWardlDistrict In case where neither the PAN nor GIR number has been allotted the fact of non-allotment should be mentioned in the application form in the space provided
8 The application would be accepted as per the terms of the issue outlined in the Information Memorandum Disclosure DOC~fii
r1- -~0 gt tl~~ ~gt
j )j~ (~~ ~O
~ shy
Page 60 of60
Application under Power of Attorney Original power of attorney or the relevant authority together with its certified true copy as the case may be along with the names and specimen signatures of all the authorized signatories and the tax exemption certificate document if any must be lodged at time of submission of the completed Application Form Further modifications additions in the power of attorney or authority should be notified to the Company at its registered office
Procedure for applying for Dematerialised Facility
I The applicant must have at least one beneficiary account with any of the Depository Participants of NSDLCDSL prior to making the application
2 The applicant must necessarily fill in the details (including the beneficiary account number and Depository Participants ID) appearing in the Application Form under the heading Details for Issue of Debentures in ElectronicDematerialised Form
3 Debentures allotted to an applicant will be credited directly to the applicants respective beneficiary account(s) with the Depository Participants
4 For subscribing to the Debentures names in the Application Form should be identical to those appearing in the account 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 in the Depository
5 Non-transferable allotment advicerefund orders will be directly sent to the applicant by the Registrar and Transfer Agent to the Issue
6 If incompleteincorrect details are given under the heading Details for Issue of Debentures in ElectronicDematerialised 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
7 For allotment of Debentures the address nomination details and other details of the applicant as registered with hisher DP shall be used for all correspondence with the applicant The applicant is therefore responsible for the correctness of hisher demographic details given in the Application Form vis-a-vis those with hisher Depository Participant In case the information is incorrect or insufficient the Issuer would not be liable for the losses if any
8 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 t- ~gti)L~-~(i ~page380~ ~
~nmiddotmiddotmiddotmiddot-middotmiddotmiddotmiddot ~lt---plusmn
Documents to be provided by Eligible Investors
Investors need to submit the following documentation as applicable
Memorandum and Articles of Association or other constitutional documents
Resolution power of attorney authorising investment
Specimen signatures of the authorised signatories duly certified by an appropriate authority
bull SEBI registration certificate (if applicable)
Copy ofPAN Card to be submitted
bull Application fonn (including RTGS details)
Mode of Payment All payments must be made through cheque(s)draft(s)transfersRTGS as set out in the Application Form
Depository Arrangements The Company has appointed Skyline Financial Services Private Limited as the Registrar and Transfer Agent for the present Issue and the Company shall make necessary depository arrangements with CDSL and NSDL for issue and holding of Debentures in dematerialised form
List of Beneficiaries The Issuer shall request the Depositories to provide a list of beneficiaries as at the end of the relevant Record Date This shall be the list which will be used for payments of interest or repayment of redemption monies or any other amounts payable on the Debentures as the case may be
Effect of Holidays Should any of the dates defined above or elsewhere in this Information Memorandum Disclosure Document (except the Deemed Date of Allotment) fallon a day other than a Business Day the immediately succeeding Business Day shall be considered as the effective date(s) In case Record Date book closure date falls on a day other than a Business Day the Business Day the succeeding day shall be the record date book closure date
Tax Deduction at Source Tax as applicable under the Income Tax Act 1961 or any other statutory modification or re-enactment thereof will be deducted at source on the interest payable on the Debentures Tax exemption certificatedocumentform under section 193 of the Income Tax Act 1961 if any must be lodged at th~ Registered Office of th~ Issuer at least fiftee~~~middot(iJ2~~ (15) days before the relevant mterest payment becommg due (~ 1
i t IJ W7i$0 ~---Page 39 of 6O____~ti-----
Letters of Allotment The Issuer shall issue a Letter of Allotment to each Debenture holder on the Deemed Date of Allotment The Debentures will be subsequently credited in dematerialised form within 2 (two) Business Days from the Deemed Date of Allotment
Deemed Date of Allotment All the benefits under the Debentures will accrue to the Debenture holders from the date of receipt of the application monies The actual allotment may take place on a date other than the Deemed Date of Allotment
Refunds For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within seven days from the Deemed Date of Allotment of the Debentures 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
Joint Holders Where two or more persons are holders of any Debenture(s) they shall deem to hold the same as joint tenants with benefits of survivorship
Mode of Transfer Debentures shall be transferred subject to and in accordance with the rules procedure as prescribed by the NSDL CDSL Depository participant of the transferor transferee and any other applicable laws and the rules notified in respect thereof 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 Transferor shall give delivery instructions containing details of the transferees DP account in his depository participant
Succession In the event of demise of Debenture holder the Company will recognize the executor or administrator of the deceased Debenture holder or the holder of succession certificate or other legal representative as having title to the Debentures The Company shall not be bound to recognize such executor administrator or holder of the succession certificate or other legal representatives as having title to the Debentures unless such executor or administrator obtains probate or letter of administration or such holder is the holder of succession certificate or other legal representation as the case may be from a competent Court in India having jurisdiction over the matter The Company may in their absolute discretion where it thinks fit dispense with production of probate or letter of administration or succession ~--~gt
l
certificate or other legal representation in order to recognize such holder ~1 ~)t)
Page 40 of6~ Vv pound ~o-middot~-
bull ~f V
being entitled to the Debentures standing in the name of deceased Debenture holder on production of sufficient documentary proof or indemnity
Nomination In the event of however a deceased Debenture holder(s) having nominated any person entitled to be registered as the Debenture holder in the event of his death such nominee shall be registered as the Debenture holder in place of the deceased Debenture holder
Page 41 of 60 shy
OTHER REGULATORY AND STATUTORY DISCLOSURES
Stock Exchange Disclaimer Clause It is to be distinctly understood that filing of this Information Memorandum Disclosure Document with the Stock Exchange should not is any way be deemed or construed that the same has been cleared or approved by the Stock exchange The Stock Exchange does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue has been made or for the correctness of the statements made or opinions expressed in this Information MemorandumDisclosure Document
Listing Disclaimer The Debentures are proposed to be listed on the Wholesale Debt Market segment of the BSE The Company shall comply with the requirements of the listing agreement to the extent applicable to it on a continuous basis and shall complete all formalities relating to listing of the Debentures
Companys Disclaimer Clause The Company certifies that the disclosures made in this Information MemorandumDisclosure Document are generally adequate and III
conformity with SEBI Regulations Further the Company accepts no responsibility for statements made otherwise than in the Information MemorandumDisclosure Document or Security Documents or any other material issued by or at the instance of the Company and anyone placing reliance on any source of information other than this Information Memorandum Disclosure Document and the Security Documents would be doing at their own risk and the Company will not be liable for such reliance
Issue of Debentures in Dematerialised Form The Debentures will be issued only in dematerialized form The Issuer has made arrangements with the Depositories for the issue of the Debentures in dematerialized form Investors will have to hold the Debentures in dematerialized form as per the provisions of Depositories Act 1996
Consents ILampFS Trust Company Limited has given its written consent for its appointment as debenture trustee to the Issue under Regulations 4(4) of the SEBI Regulations and inclusion of its name in the form and context in which it appears in this Information Memorandum Disclosure Document __
4ti)~ ~ A )ro)
C
Page 42 of60
ANNEXURE 1 SUMMARY TERM SHEET
--------------------------------------------------------------------------- shyIssuer Orris Infrastructure Private Limited
Instrument Secured Cumulative Redeemable Non-Convertible Debentures
Total number of 200 NCDs Face Value ~ 10000000- (Rupees One Crore only) per Debenture
Issue Size ~ 2000000000- (Rupees Two Hundred Crores only)
Issue Price At its face value ie ~ 10000000- (Rupees One Crore only) per Debenture
Mode of Private Placement Placement Object of the The proceeds from the issue shall be utilized for the general Issue corporate purposes of the Company
Form of listed Dematerialised issuance Deemed Date of 23-10-2013 or any other date as decided by the Issuer Allotment
Tenor 48 (forty eight) months from the Deemed Date of Allotment
Redemption After expiry of the Moratorium Period the Issuer shall redeem the Debentures in equal monthly installments over a period of 33 (thirty three) months on each Due Date subject to premature redemption as permitted under the Debenture Trust Deed
Moratorium Period of 15 (Fifteen) months from the Deemed Date of Allotment Period Interest Rate Interest will be payable at the interest rate of 20 (Twenty percent)
per annum payable monthly on the Outstanding Amounts as per the Payment Schedule (refer Annexure 2 to this Information Memorandum Disclosure Document)
The first installment for interest payment shall also include an additional amount equivalent to 125 (one point two five percent) of the issue size (excluding any applicable taxes) to the Debenture holders in proportion to the Debentures held by them
Market Lot One (1) Debenture
Minimum Application
Early Repayment
Escrow Mechanism
------shy
Subject to the conditions specified in the Debenture Trust Deed (Premature Redemption) the Issuer shall have a onetime option to prematurely redeem in a single tranche and not exceeding 25 (twenty five) of the outstanding Debenture Principal Amount at any time after expiry of the 24 (twenty four) months from the Deemed Date of Allotment till the expiry of 30 (Thirty) months of the Deemed Date of Allotment (Premature Redemption Period) The Premature Redemption shall be exercised in a single tranche and shall be subject to fulfillment of each of the following conditions that the Company prematurely redeems Debentures equivalent to an amount in the multiples of ~ 50000000- (Rupees Five Crores Only) with the minimum amount being ~ 150000000- (Rupees Fifteen Crores Only) for redemption in excess of the amounts permitted for Premature Redemption as specified above the Issuer shall pay a premature redemption premium of 2 (two percent) on the amount being redeemed and paid by the Issuer plus applicable service tax or other statutory levy if any subject to deduction of income tax at the rate prescribed under the Income Tax Act 1961 (Premature Redemption Premium) subject to the Escrow Mechanism below the Issuer shall have the option to prematurely redeem the Debentures after the expiry of the Premature Redemption Period without paying any Premature Redemption Premium provided such amounts are in accordance with sub-clause (a) above and any redemption of Debentures by the Issuer in accordance with this Deed shall be proportionate redemption of all the Debentures together through reduction in face value of each Debenture Further the redemption of the Debentures may be carried out in accordance with the Escrow Mechanism mentioned below
All receivables from the Project will be deposited by the Company in an Escrow Account All monies deposited in the Escrow Account shall be utilized in following order Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal with respect to the Debentures Only upon satisfaction of the requirement of (1) and (2) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account towards withdrawal of upto ~ 900000000 (Rupees Ninety Crores only) by the Company After withdrawal of ~ 900000000 (Rupees Ninety Crores only) by the Company
Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal witl]_x~secttyct to
-_8f~~the Debentures (f~X-~~~
~ ) Page 44 amp1 ~____~i
--------------------------------------- -- -------------
Debt Service Reserve Account (DSRA)
Put Option
Issue open on
Issue closed on
Basis for Interest calculation
Listing
Depository
Credit Rating
Security
Only upon satisfaction of the requirement of (a) and (b) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account 60 (Sixty percent) of any further monies in the Escrow Account shall be used to accelerate the redemption of the Debentures and the remaining 40 shall be withdrawn by the Company
Shall mean an amount being not less than ~ 60000000 (Rupees Six Crores only) to be maintained by the Company in the Escrow Account at all times
In the event of a default as defined iIi the Debenture Trust Deed the Debenture Trustee (on instructions from the Debenture holders) can exercise a put option on the Promoters to buy back the entire outstanding Debentures
04-10-2013 or any other date as decided by the Issuer
23-10-2013 or any other date as decided by the Issuer
Interest payable on the Debentures shall accrue on a day to day basis and shall be computed on the basis of 365 (Three Hundred Sixty Five) days divided equally for each of the twelve calendar months
At the WDM segment of the BSE
NSDL and CDSL
ICRA B+ by ICRA Limited
The Debentures together with any interest accrued thereon and outstanding amounts Debenture Trustees remuneration and all costs charges expenses and all other monies due in respect of the Debentures shall be secured by
First and exclusive charge on all Project Receivables through the Deed of Hypothecation together with the Escrow Agreement and such charge will be superior to any other claims on the Project Receivables First and exclusive charge on all amounts lying to the credit of the Escrow Account under the Deed of Hypothecation First and exclusive charge by way of equitable mortgage on the Commercial Property (Mortgaged Property) through execution of a registered Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property in favour of the Debenture Trustee together with a declaration cum undertaking from CDPL declaring the creation of mortgage by deposit of titly-~Si~6d~~ the
I-SI ~~
Page 4~60
----------------------------------------------------------------------------------Commercial Property in terms of the memorandum of entry Equitable mortgage and exclusive charge over FSI equivalent to 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of the Commercial Project together with all the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
Exclusive charge over all the rights title interest benefits claims demands of any nature whatsoever of the Company under andor in respect of the CDPL Collaboration Agreements for development and construction of the Commercial Colony and the entire FSI in the Commercial Project along with proportionate undivided interest in the underlying land and without limitation the following the right to compel performance thereunder and to substitute or be substituted for the Company thereunder and to substitute and be substituted thereunder for the Company thereunder and to commence and conduct either in the name of the Company or in its own name or otherwise any proceedings against any person in respect of any breach of the CDPL Collaboration Agreements and all claims of the Company including in any proceedings against all or any such persons to any amounts owing to or received by the Company thereunder and the rights and benefits of all Approvals to the extent capable of assignment together with the right to further assign any of the CDPL Collaboration Agreements and such Approvals to any Person Pledge of shares representing the entire issued and paid up share capital of CDPL under the Deed of Pledge Personal Guarantee of Sh Vijay Gupta Sh Amit Gupta and Smt Kusum Gupta and Cheques
Security Creation The Security shall be created in the favour of the Debenture Trustee on or before the Deemed Date of Allotment
Representation The representations and warranties of the Company will be set out and Warranties in the Debenture Trust Deed
Event ofDefault All events of default as set out in the Debenture Trust Deed
Upon occurrence of such event of default Debenture Trustee shall (on instruction from the Debenture holders) issue a written notice of default to the Company and grant to the Company a cure period in accordance with the terms of Security Documents
The consequences of an event of default shall be governed_lgtY the provisions in the Security Documents and shall inclu9~~ayfu~i1t of
default interest and enforcement of the Security in the manner specified In the Security Documents including appointment of nominee director(s)
Default Interest An additional interest of 4 pa (four percent per annum) over and Rate above the Interest Rate (as defined hereinafter) (viz the default
interest rate shall be 24 (twenty four percent) payable in relation to the Debentures and the Outstanding Amounts payable In accordance with Security Documents
Registrar and Skyline Financial Services Private Limited Transfer Agent
Compliance All provisions clauses regulations specified by GOISEBIRoCBSE with respect to issue and listing of Redeemable and Secured Non-Convertible Debentures shall be complied with by the Company
Assignment Each Investor may transfer or dispose a part or the whole of its Transferability Debentures without the Companys consent
Governing Law The governing law will be the laws of India and the parties submit to and Jurisdiction the exclusive jurisdiction of the courts in Delhi
~-~---~-~
u c tL ~If) -~~-J bull (
Page 47 of60
ANNEXURE 2 PAYMENT SCHEDULE
Due date
Month 0
Last Day ofMonth 1
Last Day ofMonth 2
Last Day ofMonth 3
Last Day ofMonth 4
Last Day ofMonth 5
Last Day ofMonth 6
Last Day of Month 7
Last Day ofMonth 8
Last Day of Month 9
Last Day of Month 10
Last Day of Month 11
Last Day of Month 12
Last Day of Month 13
Last Day of Month 14
Last Day ofMonth 15
Last Day of Month 16
Last Day of Month 17
Last Day of Month 18
Last Day ofMonth 19
Last Day ofMonth 20
Last Day of Month 21
Last Day of Month 22
Last Day ofMonth 23
Last Day of Month 24
Last Day ofMonth 25
Last Day of Month 26
Last Day ofMonth 27
Outstandino D b t b
e en nre1 su )scrIptlOn amount
I dat mont I en
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
1939393939
1878787879
1818181818
1757575758
1696969697
1636363636
1575757576
1515151515
1454545455
1393939394
1333333333
1272727273
I nterest
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
32323232
31313131
30303030
29292929
28282828
27272727
26262626
25252525
24242424
23232323
22222222
Debenture Payment to I t D b tSll )SCrIP Ion e en nre
t H Idamoun 0 ers
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
60606061 93939394
60606061 92929293
60606061 91919192
60606061 90909091
60606061 89898990
60606061 88888889
60606061 87878788
60606061 86868687
60606061 85858586
60606061 84848485
60606061 83838384
60606061 8~~3 j()gt t~( S( )Page48~60
-
Due date su
Last Day of Month 28
Last Day of Month 29
Last Day of Month 30
Last Day of Month 31
Last Day ofMonth 32
Last Day of Month 33
Last Day of Month 34
Last Day of Month 35
Last Day of Month 36
Last Day of Month 37
Last Day of Month 38
Last Day of Month 39
Last Day of Month 40
Last Day of Month 41
Last Day of Month 42
Last Day of Month 43
Last Day of Month 44
Last Day ofMonth 45
Last Day of Month 46
Last Day of Month 47
Last Day of Tenor
Outstandino D b t b
b ~ t~n ure t SCrIp Ion amoun
t th da mon en
1212121212
1151515152
1090909091
1030303030
969696970
909090909
848484848
787878788
727272727
666666667
606060606
545454545
484848485
424242424
363636364
303030303
242424242
181818182
121212121
60606061
Debentme Payment to Interest subscription
t amoun Debenture
H ld0 ers
21212121 60606061 81818182
20202020 60606061 80808081
19191919 60606061 79797980
18181818 60606061 78787879
17171717 60606061 77777778
16161616 60606061 76767677
15151515 60606061 75757576
14141414 60606061 74747475
13131313 60606061 73737374
12121212 60606061 72727273
11111111 60606061 71717172
10101010 60606061 70707071
9090909 60606061 69696970
8080808 60606061 68686869
7070707 60606061 67676768
6060606 60606061 66666667
5050505 60606061 65656566
4040404 60606061 64646465
3030303 60606061 63636364
2020202 60606061 62626263
1010101 60606061 61616162
The interest payment on the first Due Date shall vary depending on the date onwh~h the
application monies for Debentures arc received til 1~~1
1bull kAij~ lt laquo~~gt ~
-
--
Page 49 of60
ANNEXURE 3
UNDERTAKING BY THE COMPANY
The Company undertakes that bull In the event the Debentures are issued in physical form the Company
shall use a common form of transfer
bull It will provide on a half yearly basis a compliance certificate duly certified by the Debenture Trustee to the Debenture holders in respect of compliance with the terms and conditions of Issue as contained in this Information Memorandum Disclosure Document and
bull Every credit rating obtained shall be periodically reviewed by the Credit Rating Agency and any revision in the rating shall be promptly disclosed by the Company to the Stock Exchange Any change in rating shall be promptly disseminated to Debenture holders and prospective Investors in such manner as the BSE may determine from time to time All information and reports on the Debentures including compliance reports filed by the Company and the Debenture Trustee shall be disseminated to the Debenture holders and the general public by placing them on the website of the Company and shall through the Debenture Trust Deed request the Debenture Trustee to place the same on its website
bull The above Information Memorandum Disclosure Document IS
compliant with all disclosures required to be made for listing of senior non-convertible debentures on a private placement basis on a recognized stock exchange as specified in Schedule I under Regulation 21 of the Securities and Exchange Board of India (Issuing and Listing of Debt Securities) Regulations 2008
laquo~~(~I0~~ For o~InCr ~cture Private Limited
~~WIVijay~
(Chairman)
Page 50 of60
ANNEXURE 4
CREDIT RATING LETTER FROM ICRA LIMITED
Ie R A Limited
Ref DRAT2013-140-362
Mr Sanjay Aggarwal VP - Accounts amp raxation Orris Infrastructure Private Limited J-105 DLF Phase -II MG Road Gurgaon - 122002 Haryana
May 21 2013
Dear Sir
Rc ICRA-assigned Credit Rating for Rs 200 crore NCD Programmc of Orris Infrastructurc l)rivate Limited (instrument details in Annexure)
Please refer to your Rating Requisition dated May 112013 and the subsequent Rating Agreement of May 162013 for carrying out the rating of the aforesaid Bond Programme The Rating Committee
of ICRA after due consideration has assigned a [ICRAIB+ (pronounced as ICM B plus) rating
to the captioned Bond Programme
We would appreciate if you can sign on the duplicate copy of this letter and send it to us within 7
days from the date of this letter as confirmation about the use of the assigned rating The rationale
for assigning the above rating will be sent to you on receipt of your confirmation about the use of our rating as above Any intimation by you about the above rating to any BankerLending
AgencyGovernment AuthoritiesStock Exchange would constitute use of this rating by you
This rating is specific to the terms and conditions of the proposed issue as was indicated to us by you
and any change In the tenns or size of the issue would require the rating to be reviewed by us If
there is any change in the terms and conditions or size of the instrument rated as above the same must be brought to our notice before the issue of the instrument If there is nny such change after the
rating is assigned by us and confirmed to use by you it would be subject to our review and may result in change in the rating assigned
ICRA reserves the right to suspend withdraw or revise the above at any (ime on the basis of new information 01 unav~ilability of information or such other circumstances which ICRA believes may
have an impact on the rating assigned to you
The rating as aforesaid howeVer should not be treated as a recommendation to buy sell or hold the
bonds to be issued by you If the instrument rated as above is not issued by you within a period of 3
BuUding No 5 2 Floor TeL + 91 - 124 - 4545300 wOiosite wwwicraJn Tower A DLF cyber City Fax + 91 - 124 - 4050424 email infoicralndiacom Phase ll Gurgaon 122002
Regd Office 1105 Kailash Building 11 Floor 26 Kastuma Gandhi Marg NeW Delhi - 110001
RATING RES EAR eli INFORMATION
months from the date of this letter communicating the rating the same would stand withdrawn unless
revalidated before the expiry of 3 months
You arc required to forthwith inform us about any default or delay in repayment of intcrest or
principal amount of the instrument mtcd as above or any other debt instruments borrowing Y nu are also required to keep llS forthwith informed of any other devclopments which may have a direct
or indirect impact on the debt servicing capability of the company including any proposal for reshy
schedulement or postponement of the repayment programmes oCthe dues debts of the company with
any lendcr(s) investor(s)
You are required to inform us immediately as and when the borrowing limit for the instrument rated
as above or as prescribed by the regulatory authority (ies) is exceeded
We thank you for your kind cooperation extended during the course of the rating exercise Should
you require any clarification please do not hesitate to get in touch with us
With kind regards
Yours sincerely
for IeRA Limited
-- Iobit Inamdar S (Senior Vice President) (Analyst)
Page 52 of60
Annexure
Details of the bank limits rated by leRA (Rated on long term seale)
Page 53 of60
I eRA limited AIIA~fIiI ofMoltldyIInvllllttmI ~
Ref DRATfl013middot140middot3611
Date August 222013
MI Sanjay AggarwaJ VP - Accounts amp Taxation Orris Infrastructure Private Limited JmiddotIO5 DLF Phasemiddotll MG Road Gurgaonmiddot J22002 Haryana
Dear Sir
Re leRA ruting for Rs 2000 crote NCD Progrumme of Orris Infrastructure Private Umlted
This is with reference to your letter dated August 9 2013 for re-validating your rating for the Rs 200 erore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Boods programme ofyour company and last communicated to you vide QuI letter dated May 212013 stands The other terms and conditions for the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DlRAT12013middot 1410-362 dated May 2013 stands
With kind regards For lCRA Limited
(Senior Vice President)
T~middot + 91middot 124 bull ~ website VWW bulliCfSio fw + 91 124 -~ email info~middoticralndiagtcom
Page 54 of60
Ie R A Lim
Ref DfRAT2013-14O-364
Date October 03 2013
Mr Sanjay Aggarwal VP - Accounts amp Taxation Orris Infrastructure Private Limited J-105 DLF Phasemiddotmiddotll MG Road Gurgaon - 122002 Haryana
Dear Sir
Re ICRA rating for Rs 2000 crOTe NCD Programme of Orris Infrastructure Private Limited
This is with reference to your letter dated September 03 2013 for re-validating your rating for the Rs 200 crore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Bonds programrne of your company and last conununicated to you vide our letter dated August 22 2013 stands The other terrns and conditions fur the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DRATI2QI3middot 14()362 dated May WI3 stands
With kind regards For [eRA Limited
Vi (Senior Vice President)
Buildlng No 2 Iloot Tel + 81 124 - 4545300 websf1e WWWJCf8D
Tower A Cyber Oily Fax + 91 124 bull 4000424 ilImaH lnfoicralfldliLcof1
Phase II Gurgaonmiddot 1~
Regd Offictl noo iltailash Building i 1 Floor 26 KDtwoo Qandhi Marg New Delhi bull 110001
RATING RES EAR C H INfORMATION
Page 55 of60
ANNEXURE 5
CONSENT LETTER FROM DEBENTURE TRUSTEE
Ref No 1750 ITCL JUtmiddots I ru~1 Company Limilt~d
September 30 2013
Orris Infrastructure Private limited (Company) Jmiddot105 OLF PhaSe - 11 MG Road Gurgaon 122002
Kind Attention Mr Vljay Gupta Director
Sub listed Secured Redeemable Non Convertible Debentures (NCDs) aggregating to Rs 200 crs proposed to be issued by the Company on private placement basis
Dear Sirs
This is with reference to our discussion regarding appointment of ILampFS Trust Company limited (ITCL) as Debenture Trustee for the proposedlssue of listed Secured Redeemable NCDsof Rs 1 crore each aggregating to Rs 200 crs to ~ issued by the Company on private placement basis In this regard VIle do hereby give out consent to act as the Debenture Trustee subject to the Company agreeing to the following conditions
1 The Company agrees and undertakes to create the securities over such terms and conditions as detai~d in the signed Information Memorandum as submitted to us and execute the Debenture Trust Deed and other necessary security documents as required
2 The Company agrees amp undertakes to pay Debenture Trustees so long as they hold the office of the De~nture Trustee remuneration as stated in appointment letter dated July 30 2013 for the services as Debenture Trustee in addition to all legal travelling and other costS charges and expenses which the Debenture Trustee or their officers employees or agents rnayiocur in relation to execution of the Debenture Trust Deed and all other documents affecting the Security till the monies in respect of the Debentures have been fully paid-off and the requisite formalities for satisfaction of charge in aU respects have been complied with
3 The Company agrees ft undertakes to comply with the provisions of SEal (Debenture Trustees) Reguliltions 1993 SE61 (Issue and Listing of Debt Securitles) Regulations 2008 SEBICircutar No$EaIIlMOOfgtl1Sondl2oo911 105 dated 11052009 on Simplified Listing Agreement for Debt Securities read with the SEBl Circular No SEBIIIMDDOF-1 tBONDlClr-5120o9 dated the 16th November 2009 the Companies Act 19l)6 ilnd other applicable proviSions I circulars guidelines etc as applicable and amended from time to time and agrees to furnish to Trustees such information in terms of the same on regular basis
Sincerely For ILftFS Trust Company lilDi~d
lL__~~ ~ ~ ~~~ --- ~
Authorized Signatory
lUfFS Finru1 Centre PloINo C 22 G Block 5th Floor Bjr Kurio Complex Bandra (Eastl Mumbamiddotmiddot 40(K)SI INDIA
Bangalor( Office ILEtFSTru1 (ompally Ltdbull ALmiddotLalheef 151 Floor No 2Unioll Slreet Offlnanlry Raad Banglore 5hlX)OI INDIA
New Delhi Offire ILftFSTrusl (ompY tId Amiddot26a lsI Ploor Bhishm Pithamah Marg DefencfCoony New Delhi - 110024 INDIA
Kolkala Offilaquo ILftfSTrusl Company Ltd ILIIFS Constantia lnlflPor n Dr11 lIt Bramachari Street Kolkata bull 700017 INDIA
Page 56 of60
ANNEXURE 6
CONSENT LETTER FROM REGISTRAR AND TRANSFER AGENT i
Skyline Financial Serrr)ices Pvt Ltd SEBI REGISTERED CATEGORY1 REGk)IRARS ampSHARE TRANSfRAtgtENT D153A Ht Floor () nol Area Ph bullbullbullI New Dolhmiddot llO 020 1 9 middot1126812682 2S612~83 EmiddotmaI nOlltyhOaccrn tte-oSi$ wwwSiltyllnfHla_all1
August 29 2013
MrVlneel Kumar Gupta
Sr Manaler Secretarial
Orris InfraSlrucllJre Private Limited
Orris la M G Road
Gurgaoo - 1iG 002 (Hr)
Sub Consent to aet as Registrar to Issue and TfBllSfer Agent
DearSJr
Thls1s in reference 10 YOllr email datild AugJS1 29 2013 We hereby give our consent to act as 21
Registrar to IsSue and Transfer Agent for your propOSed issue of 1O - conveo1ibledebentures Of Rs
20000 Crore (jl1d our name IS Registrar to i$sueandShare Transfer agent may please be included in
Thanking you Y()ursfailhfufy
Vice- President
Page 57 0[60
--
-------
ANNEXURE 7
APPLICA TION FORM
ORRIS INFRASTRUCTURE PRIVATE LIMITED Registered Office RZ-D-5 Mahavir Enclave New Delhi 110045
Corporate Office 1-105 DLF Phase II Mehrauli Gurgaon Gurgaon -122002
Application No ___ Date
Dear Sirs
VWe have read and understood the terms and conditions of issue by Orris Infrastructure Private Limited of senior secured cumulative redeemable Non-Convertible Debentures of face value ~ 10000000 (Rupees One Crores only) having a coupon rate of 20 pa on a private placement basis on the face value aggregating to ~ 2000000000- (Rupees Two Hundred Crores only) (Debenture) contained in the Information Memorandum Disclosure Document dated __2013 VWe bind ourselves to the terms and conditions as contained in the Information Memorandum Disclosure Document and wish to apply for allotment of these Debentures The amount payable on application as shown below is remitted herewith On allotment please place myour name(s) on the Register of Debenture holder(s)
(Please read carefully the instructions on the next page before filling this form)
No of Debentures applied No in figures No in words for
Amount (~)
Detal s I 0 f payment ChequesDemand Date Drawn on Bank DraftlRTGS Details
Applicants Name amp Address in full (please use capital letters)
Pin Code Telephone I Fax Email
I Status Bankin~ Company ( ) Insurance Company ( ) Other ( ) (specify in case of others) Name of Authorized Signatory Designation Signatures Signatoty
Details of Bank Account Bank Name amp Branch Nature ofAccount Account No IFSCINEFT Code middot)---~1
-- --
Depository Details
I1We the undersigned want to hold the Debentures of the Company in the dematerialised fonn Details of myour Beneficiary Account are given below
Depository Participant Name - shy
DPID
Beneficiary Account Number shy
Name of the Applicant
() II We understand that in case of allotment of Debentures to my lour Beneficiary Account as mentioned above would be credited to the extent of Debentures allotted
Taxpayers PAN I GIR No IT CircleIW ardlDistrict ( ) Not Allotted
Tax Deduction Status () Fully ( ) Tax to be ()Yes ONo Exempt deducted at
Source
I1We hereby understand that the Company has not provided and will not provide any material or other infonnation regarding the Debentures except as included in the Infonnation Memorandum Disclosure Document
Signature of the Applicant _________________(Tear here)__________
ACKNOWLEDGEMENT SLIP
Application No Date -- shyReceived From
1shy----------------------~
By ChequelDemand DraftlRTGS No
drawn on towards application for ______ Debentures (Chequesl Demand Drafts are subject to realisation)
For Orris Infrastructure Pvt Ltd
For all further correspondence please contact INFRASTRUCTURE PRIVATE LIMITED Tel +91 124-4979200
Page 59 of60
10
INSTRUCTIONS
You must complete application in full in BLOCK LETTERS IN ENGLISH
2 Your Signatures should be made in English or in any of the Indian languages
3 Application forms duly completed in all respects together with high value Cheques Pay Order Demand Drafts must be lodged at the Orris Infrastructure Private Limited Corporate Office (as provided above)
4 Payments through RTGS shall be made as follows
Beneficiary Account name Orris Infrastructure Private Limited IFSC Code UTIB0000056 Bank Account No 056010200015303 Bank Axis Bank Ltd Branch Sec-14 Gurgaon
5 The Cheque(s)Demand Draft(s) of high value clearing zone should be drawn in favour of ORRIS INFRASTRUCTURE PVT LIMITED and crossed Ale payee only Cheque(s)Demand draft(s) may be drawn on any scheduled bank and payable at Delhi
6 Mr Vineet Gupta as authorised representative of the Company will issue the Acknowledgement Slip (appearing below the Application Form) as acknowledgement of receipt of applications No separate receipt will be issued
7 You should mention your Permanent Account Number or the GIR number allotted under Income- Tax Act 1961 and the Income-Tax CirclelWardlDistrict In case where neither the PAN nor GIR number has been allotted the fact of non-allotment should be mentioned in the application form in the space provided
8 The application would be accepted as per the terms of the issue outlined in the Information Memorandum Disclosure DOC~fii
r1- -~0 gt tl~~ ~gt
j )j~ (~~ ~O
~ shy
Page 60 of60
Documents to be provided by Eligible Investors
Investors need to submit the following documentation as applicable
Memorandum and Articles of Association or other constitutional documents
Resolution power of attorney authorising investment
Specimen signatures of the authorised signatories duly certified by an appropriate authority
bull SEBI registration certificate (if applicable)
Copy ofPAN Card to be submitted
bull Application fonn (including RTGS details)
Mode of Payment All payments must be made through cheque(s)draft(s)transfersRTGS as set out in the Application Form
Depository Arrangements The Company has appointed Skyline Financial Services Private Limited as the Registrar and Transfer Agent for the present Issue and the Company shall make necessary depository arrangements with CDSL and NSDL for issue and holding of Debentures in dematerialised form
List of Beneficiaries The Issuer shall request the Depositories to provide a list of beneficiaries as at the end of the relevant Record Date This shall be the list which will be used for payments of interest or repayment of redemption monies or any other amounts payable on the Debentures as the case may be
Effect of Holidays Should any of the dates defined above or elsewhere in this Information Memorandum Disclosure Document (except the Deemed Date of Allotment) fallon a day other than a Business Day the immediately succeeding Business Day shall be considered as the effective date(s) In case Record Date book closure date falls on a day other than a Business Day the Business Day the succeeding day shall be the record date book closure date
Tax Deduction at Source Tax as applicable under the Income Tax Act 1961 or any other statutory modification or re-enactment thereof will be deducted at source on the interest payable on the Debentures Tax exemption certificatedocumentform under section 193 of the Income Tax Act 1961 if any must be lodged at th~ Registered Office of th~ Issuer at least fiftee~~~middot(iJ2~~ (15) days before the relevant mterest payment becommg due (~ 1
i t IJ W7i$0 ~---Page 39 of 6O____~ti-----
Letters of Allotment The Issuer shall issue a Letter of Allotment to each Debenture holder on the Deemed Date of Allotment The Debentures will be subsequently credited in dematerialised form within 2 (two) Business Days from the Deemed Date of Allotment
Deemed Date of Allotment All the benefits under the Debentures will accrue to the Debenture holders from the date of receipt of the application monies The actual allotment may take place on a date other than the Deemed Date of Allotment
Refunds For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within seven days from the Deemed Date of Allotment of the Debentures 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
Joint Holders Where two or more persons are holders of any Debenture(s) they shall deem to hold the same as joint tenants with benefits of survivorship
Mode of Transfer Debentures shall be transferred subject to and in accordance with the rules procedure as prescribed by the NSDL CDSL Depository participant of the transferor transferee and any other applicable laws and the rules notified in respect thereof 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 Transferor shall give delivery instructions containing details of the transferees DP account in his depository participant
Succession In the event of demise of Debenture holder the Company will recognize the executor or administrator of the deceased Debenture holder or the holder of succession certificate or other legal representative as having title to the Debentures The Company shall not be bound to recognize such executor administrator or holder of the succession certificate or other legal representatives as having title to the Debentures unless such executor or administrator obtains probate or letter of administration or such holder is the holder of succession certificate or other legal representation as the case may be from a competent Court in India having jurisdiction over the matter The Company may in their absolute discretion where it thinks fit dispense with production of probate or letter of administration or succession ~--~gt
l
certificate or other legal representation in order to recognize such holder ~1 ~)t)
Page 40 of6~ Vv pound ~o-middot~-
bull ~f V
being entitled to the Debentures standing in the name of deceased Debenture holder on production of sufficient documentary proof or indemnity
Nomination In the event of however a deceased Debenture holder(s) having nominated any person entitled to be registered as the Debenture holder in the event of his death such nominee shall be registered as the Debenture holder in place of the deceased Debenture holder
Page 41 of 60 shy
OTHER REGULATORY AND STATUTORY DISCLOSURES
Stock Exchange Disclaimer Clause It is to be distinctly understood that filing of this Information Memorandum Disclosure Document with the Stock Exchange should not is any way be deemed or construed that the same has been cleared or approved by the Stock exchange The Stock Exchange does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue has been made or for the correctness of the statements made or opinions expressed in this Information MemorandumDisclosure Document
Listing Disclaimer The Debentures are proposed to be listed on the Wholesale Debt Market segment of the BSE The Company shall comply with the requirements of the listing agreement to the extent applicable to it on a continuous basis and shall complete all formalities relating to listing of the Debentures
Companys Disclaimer Clause The Company certifies that the disclosures made in this Information MemorandumDisclosure Document are generally adequate and III
conformity with SEBI Regulations Further the Company accepts no responsibility for statements made otherwise than in the Information MemorandumDisclosure Document or Security Documents or any other material issued by or at the instance of the Company and anyone placing reliance on any source of information other than this Information Memorandum Disclosure Document and the Security Documents would be doing at their own risk and the Company will not be liable for such reliance
Issue of Debentures in Dematerialised Form The Debentures will be issued only in dematerialized form The Issuer has made arrangements with the Depositories for the issue of the Debentures in dematerialized form Investors will have to hold the Debentures in dematerialized form as per the provisions of Depositories Act 1996
Consents ILampFS Trust Company Limited has given its written consent for its appointment as debenture trustee to the Issue under Regulations 4(4) of the SEBI Regulations and inclusion of its name in the form and context in which it appears in this Information Memorandum Disclosure Document __
4ti)~ ~ A )ro)
C
Page 42 of60
ANNEXURE 1 SUMMARY TERM SHEET
--------------------------------------------------------------------------- shyIssuer Orris Infrastructure Private Limited
Instrument Secured Cumulative Redeemable Non-Convertible Debentures
Total number of 200 NCDs Face Value ~ 10000000- (Rupees One Crore only) per Debenture
Issue Size ~ 2000000000- (Rupees Two Hundred Crores only)
Issue Price At its face value ie ~ 10000000- (Rupees One Crore only) per Debenture
Mode of Private Placement Placement Object of the The proceeds from the issue shall be utilized for the general Issue corporate purposes of the Company
Form of listed Dematerialised issuance Deemed Date of 23-10-2013 or any other date as decided by the Issuer Allotment
Tenor 48 (forty eight) months from the Deemed Date of Allotment
Redemption After expiry of the Moratorium Period the Issuer shall redeem the Debentures in equal monthly installments over a period of 33 (thirty three) months on each Due Date subject to premature redemption as permitted under the Debenture Trust Deed
Moratorium Period of 15 (Fifteen) months from the Deemed Date of Allotment Period Interest Rate Interest will be payable at the interest rate of 20 (Twenty percent)
per annum payable monthly on the Outstanding Amounts as per the Payment Schedule (refer Annexure 2 to this Information Memorandum Disclosure Document)
The first installment for interest payment shall also include an additional amount equivalent to 125 (one point two five percent) of the issue size (excluding any applicable taxes) to the Debenture holders in proportion to the Debentures held by them
Market Lot One (1) Debenture
Minimum Application
Early Repayment
Escrow Mechanism
------shy
Subject to the conditions specified in the Debenture Trust Deed (Premature Redemption) the Issuer shall have a onetime option to prematurely redeem in a single tranche and not exceeding 25 (twenty five) of the outstanding Debenture Principal Amount at any time after expiry of the 24 (twenty four) months from the Deemed Date of Allotment till the expiry of 30 (Thirty) months of the Deemed Date of Allotment (Premature Redemption Period) The Premature Redemption shall be exercised in a single tranche and shall be subject to fulfillment of each of the following conditions that the Company prematurely redeems Debentures equivalent to an amount in the multiples of ~ 50000000- (Rupees Five Crores Only) with the minimum amount being ~ 150000000- (Rupees Fifteen Crores Only) for redemption in excess of the amounts permitted for Premature Redemption as specified above the Issuer shall pay a premature redemption premium of 2 (two percent) on the amount being redeemed and paid by the Issuer plus applicable service tax or other statutory levy if any subject to deduction of income tax at the rate prescribed under the Income Tax Act 1961 (Premature Redemption Premium) subject to the Escrow Mechanism below the Issuer shall have the option to prematurely redeem the Debentures after the expiry of the Premature Redemption Period without paying any Premature Redemption Premium provided such amounts are in accordance with sub-clause (a) above and any redemption of Debentures by the Issuer in accordance with this Deed shall be proportionate redemption of all the Debentures together through reduction in face value of each Debenture Further the redemption of the Debentures may be carried out in accordance with the Escrow Mechanism mentioned below
All receivables from the Project will be deposited by the Company in an Escrow Account All monies deposited in the Escrow Account shall be utilized in following order Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal with respect to the Debentures Only upon satisfaction of the requirement of (1) and (2) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account towards withdrawal of upto ~ 900000000 (Rupees Ninety Crores only) by the Company After withdrawal of ~ 900000000 (Rupees Ninety Crores only) by the Company
Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal witl]_x~secttyct to
-_8f~~the Debentures (f~X-~~~
~ ) Page 44 amp1 ~____~i
--------------------------------------- -- -------------
Debt Service Reserve Account (DSRA)
Put Option
Issue open on
Issue closed on
Basis for Interest calculation
Listing
Depository
Credit Rating
Security
Only upon satisfaction of the requirement of (a) and (b) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account 60 (Sixty percent) of any further monies in the Escrow Account shall be used to accelerate the redemption of the Debentures and the remaining 40 shall be withdrawn by the Company
Shall mean an amount being not less than ~ 60000000 (Rupees Six Crores only) to be maintained by the Company in the Escrow Account at all times
In the event of a default as defined iIi the Debenture Trust Deed the Debenture Trustee (on instructions from the Debenture holders) can exercise a put option on the Promoters to buy back the entire outstanding Debentures
04-10-2013 or any other date as decided by the Issuer
23-10-2013 or any other date as decided by the Issuer
Interest payable on the Debentures shall accrue on a day to day basis and shall be computed on the basis of 365 (Three Hundred Sixty Five) days divided equally for each of the twelve calendar months
At the WDM segment of the BSE
NSDL and CDSL
ICRA B+ by ICRA Limited
The Debentures together with any interest accrued thereon and outstanding amounts Debenture Trustees remuneration and all costs charges expenses and all other monies due in respect of the Debentures shall be secured by
First and exclusive charge on all Project Receivables through the Deed of Hypothecation together with the Escrow Agreement and such charge will be superior to any other claims on the Project Receivables First and exclusive charge on all amounts lying to the credit of the Escrow Account under the Deed of Hypothecation First and exclusive charge by way of equitable mortgage on the Commercial Property (Mortgaged Property) through execution of a registered Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property in favour of the Debenture Trustee together with a declaration cum undertaking from CDPL declaring the creation of mortgage by deposit of titly-~Si~6d~~ the
I-SI ~~
Page 4~60
----------------------------------------------------------------------------------Commercial Property in terms of the memorandum of entry Equitable mortgage and exclusive charge over FSI equivalent to 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of the Commercial Project together with all the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
Exclusive charge over all the rights title interest benefits claims demands of any nature whatsoever of the Company under andor in respect of the CDPL Collaboration Agreements for development and construction of the Commercial Colony and the entire FSI in the Commercial Project along with proportionate undivided interest in the underlying land and without limitation the following the right to compel performance thereunder and to substitute or be substituted for the Company thereunder and to substitute and be substituted thereunder for the Company thereunder and to commence and conduct either in the name of the Company or in its own name or otherwise any proceedings against any person in respect of any breach of the CDPL Collaboration Agreements and all claims of the Company including in any proceedings against all or any such persons to any amounts owing to or received by the Company thereunder and the rights and benefits of all Approvals to the extent capable of assignment together with the right to further assign any of the CDPL Collaboration Agreements and such Approvals to any Person Pledge of shares representing the entire issued and paid up share capital of CDPL under the Deed of Pledge Personal Guarantee of Sh Vijay Gupta Sh Amit Gupta and Smt Kusum Gupta and Cheques
Security Creation The Security shall be created in the favour of the Debenture Trustee on or before the Deemed Date of Allotment
Representation The representations and warranties of the Company will be set out and Warranties in the Debenture Trust Deed
Event ofDefault All events of default as set out in the Debenture Trust Deed
Upon occurrence of such event of default Debenture Trustee shall (on instruction from the Debenture holders) issue a written notice of default to the Company and grant to the Company a cure period in accordance with the terms of Security Documents
The consequences of an event of default shall be governed_lgtY the provisions in the Security Documents and shall inclu9~~ayfu~i1t of
default interest and enforcement of the Security in the manner specified In the Security Documents including appointment of nominee director(s)
Default Interest An additional interest of 4 pa (four percent per annum) over and Rate above the Interest Rate (as defined hereinafter) (viz the default
interest rate shall be 24 (twenty four percent) payable in relation to the Debentures and the Outstanding Amounts payable In accordance with Security Documents
Registrar and Skyline Financial Services Private Limited Transfer Agent
Compliance All provisions clauses regulations specified by GOISEBIRoCBSE with respect to issue and listing of Redeemable and Secured Non-Convertible Debentures shall be complied with by the Company
Assignment Each Investor may transfer or dispose a part or the whole of its Transferability Debentures without the Companys consent
Governing Law The governing law will be the laws of India and the parties submit to and Jurisdiction the exclusive jurisdiction of the courts in Delhi
~-~---~-~
u c tL ~If) -~~-J bull (
Page 47 of60
ANNEXURE 2 PAYMENT SCHEDULE
Due date
Month 0
Last Day ofMonth 1
Last Day ofMonth 2
Last Day ofMonth 3
Last Day ofMonth 4
Last Day ofMonth 5
Last Day ofMonth 6
Last Day of Month 7
Last Day ofMonth 8
Last Day of Month 9
Last Day of Month 10
Last Day of Month 11
Last Day of Month 12
Last Day of Month 13
Last Day of Month 14
Last Day ofMonth 15
Last Day of Month 16
Last Day of Month 17
Last Day of Month 18
Last Day ofMonth 19
Last Day ofMonth 20
Last Day of Month 21
Last Day of Month 22
Last Day ofMonth 23
Last Day of Month 24
Last Day ofMonth 25
Last Day of Month 26
Last Day ofMonth 27
Outstandino D b t b
e en nre1 su )scrIptlOn amount
I dat mont I en
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
1939393939
1878787879
1818181818
1757575758
1696969697
1636363636
1575757576
1515151515
1454545455
1393939394
1333333333
1272727273
I nterest
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
32323232
31313131
30303030
29292929
28282828
27272727
26262626
25252525
24242424
23232323
22222222
Debenture Payment to I t D b tSll )SCrIP Ion e en nre
t H Idamoun 0 ers
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
60606061 93939394
60606061 92929293
60606061 91919192
60606061 90909091
60606061 89898990
60606061 88888889
60606061 87878788
60606061 86868687
60606061 85858586
60606061 84848485
60606061 83838384
60606061 8~~3 j()gt t~( S( )Page48~60
-
Due date su
Last Day of Month 28
Last Day of Month 29
Last Day of Month 30
Last Day of Month 31
Last Day ofMonth 32
Last Day of Month 33
Last Day of Month 34
Last Day of Month 35
Last Day of Month 36
Last Day of Month 37
Last Day of Month 38
Last Day of Month 39
Last Day of Month 40
Last Day of Month 41
Last Day of Month 42
Last Day of Month 43
Last Day of Month 44
Last Day ofMonth 45
Last Day of Month 46
Last Day of Month 47
Last Day of Tenor
Outstandino D b t b
b ~ t~n ure t SCrIp Ion amoun
t th da mon en
1212121212
1151515152
1090909091
1030303030
969696970
909090909
848484848
787878788
727272727
666666667
606060606
545454545
484848485
424242424
363636364
303030303
242424242
181818182
121212121
60606061
Debentme Payment to Interest subscription
t amoun Debenture
H ld0 ers
21212121 60606061 81818182
20202020 60606061 80808081
19191919 60606061 79797980
18181818 60606061 78787879
17171717 60606061 77777778
16161616 60606061 76767677
15151515 60606061 75757576
14141414 60606061 74747475
13131313 60606061 73737374
12121212 60606061 72727273
11111111 60606061 71717172
10101010 60606061 70707071
9090909 60606061 69696970
8080808 60606061 68686869
7070707 60606061 67676768
6060606 60606061 66666667
5050505 60606061 65656566
4040404 60606061 64646465
3030303 60606061 63636364
2020202 60606061 62626263
1010101 60606061 61616162
The interest payment on the first Due Date shall vary depending on the date onwh~h the
application monies for Debentures arc received til 1~~1
1bull kAij~ lt laquo~~gt ~
-
--
Page 49 of60
ANNEXURE 3
UNDERTAKING BY THE COMPANY
The Company undertakes that bull In the event the Debentures are issued in physical form the Company
shall use a common form of transfer
bull It will provide on a half yearly basis a compliance certificate duly certified by the Debenture Trustee to the Debenture holders in respect of compliance with the terms and conditions of Issue as contained in this Information Memorandum Disclosure Document and
bull Every credit rating obtained shall be periodically reviewed by the Credit Rating Agency and any revision in the rating shall be promptly disclosed by the Company to the Stock Exchange Any change in rating shall be promptly disseminated to Debenture holders and prospective Investors in such manner as the BSE may determine from time to time All information and reports on the Debentures including compliance reports filed by the Company and the Debenture Trustee shall be disseminated to the Debenture holders and the general public by placing them on the website of the Company and shall through the Debenture Trust Deed request the Debenture Trustee to place the same on its website
bull The above Information Memorandum Disclosure Document IS
compliant with all disclosures required to be made for listing of senior non-convertible debentures on a private placement basis on a recognized stock exchange as specified in Schedule I under Regulation 21 of the Securities and Exchange Board of India (Issuing and Listing of Debt Securities) Regulations 2008
laquo~~(~I0~~ For o~InCr ~cture Private Limited
~~WIVijay~
(Chairman)
Page 50 of60
ANNEXURE 4
CREDIT RATING LETTER FROM ICRA LIMITED
Ie R A Limited
Ref DRAT2013-140-362
Mr Sanjay Aggarwal VP - Accounts amp raxation Orris Infrastructure Private Limited J-105 DLF Phase -II MG Road Gurgaon - 122002 Haryana
May 21 2013
Dear Sir
Rc ICRA-assigned Credit Rating for Rs 200 crore NCD Programmc of Orris Infrastructurc l)rivate Limited (instrument details in Annexure)
Please refer to your Rating Requisition dated May 112013 and the subsequent Rating Agreement of May 162013 for carrying out the rating of the aforesaid Bond Programme The Rating Committee
of ICRA after due consideration has assigned a [ICRAIB+ (pronounced as ICM B plus) rating
to the captioned Bond Programme
We would appreciate if you can sign on the duplicate copy of this letter and send it to us within 7
days from the date of this letter as confirmation about the use of the assigned rating The rationale
for assigning the above rating will be sent to you on receipt of your confirmation about the use of our rating as above Any intimation by you about the above rating to any BankerLending
AgencyGovernment AuthoritiesStock Exchange would constitute use of this rating by you
This rating is specific to the terms and conditions of the proposed issue as was indicated to us by you
and any change In the tenns or size of the issue would require the rating to be reviewed by us If
there is any change in the terms and conditions or size of the instrument rated as above the same must be brought to our notice before the issue of the instrument If there is nny such change after the
rating is assigned by us and confirmed to use by you it would be subject to our review and may result in change in the rating assigned
ICRA reserves the right to suspend withdraw or revise the above at any (ime on the basis of new information 01 unav~ilability of information or such other circumstances which ICRA believes may
have an impact on the rating assigned to you
The rating as aforesaid howeVer should not be treated as a recommendation to buy sell or hold the
bonds to be issued by you If the instrument rated as above is not issued by you within a period of 3
BuUding No 5 2 Floor TeL + 91 - 124 - 4545300 wOiosite wwwicraJn Tower A DLF cyber City Fax + 91 - 124 - 4050424 email infoicralndiacom Phase ll Gurgaon 122002
Regd Office 1105 Kailash Building 11 Floor 26 Kastuma Gandhi Marg NeW Delhi - 110001
RATING RES EAR eli INFORMATION
months from the date of this letter communicating the rating the same would stand withdrawn unless
revalidated before the expiry of 3 months
You arc required to forthwith inform us about any default or delay in repayment of intcrest or
principal amount of the instrument mtcd as above or any other debt instruments borrowing Y nu are also required to keep llS forthwith informed of any other devclopments which may have a direct
or indirect impact on the debt servicing capability of the company including any proposal for reshy
schedulement or postponement of the repayment programmes oCthe dues debts of the company with
any lendcr(s) investor(s)
You are required to inform us immediately as and when the borrowing limit for the instrument rated
as above or as prescribed by the regulatory authority (ies) is exceeded
We thank you for your kind cooperation extended during the course of the rating exercise Should
you require any clarification please do not hesitate to get in touch with us
With kind regards
Yours sincerely
for IeRA Limited
-- Iobit Inamdar S (Senior Vice President) (Analyst)
Page 52 of60
Annexure
Details of the bank limits rated by leRA (Rated on long term seale)
Page 53 of60
I eRA limited AIIA~fIiI ofMoltldyIInvllllttmI ~
Ref DRATfl013middot140middot3611
Date August 222013
MI Sanjay AggarwaJ VP - Accounts amp Taxation Orris Infrastructure Private Limited JmiddotIO5 DLF Phasemiddotll MG Road Gurgaonmiddot J22002 Haryana
Dear Sir
Re leRA ruting for Rs 2000 crote NCD Progrumme of Orris Infrastructure Private Umlted
This is with reference to your letter dated August 9 2013 for re-validating your rating for the Rs 200 erore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Boods programme ofyour company and last communicated to you vide QuI letter dated May 212013 stands The other terms and conditions for the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DlRAT12013middot 1410-362 dated May 2013 stands
With kind regards For lCRA Limited
(Senior Vice President)
T~middot + 91middot 124 bull ~ website VWW bulliCfSio fw + 91 124 -~ email info~middoticralndiagtcom
Page 54 of60
Ie R A Lim
Ref DfRAT2013-14O-364
Date October 03 2013
Mr Sanjay Aggarwal VP - Accounts amp Taxation Orris Infrastructure Private Limited J-105 DLF Phasemiddotmiddotll MG Road Gurgaon - 122002 Haryana
Dear Sir
Re ICRA rating for Rs 2000 crOTe NCD Programme of Orris Infrastructure Private Limited
This is with reference to your letter dated September 03 2013 for re-validating your rating for the Rs 200 crore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Bonds programrne of your company and last conununicated to you vide our letter dated August 22 2013 stands The other terrns and conditions fur the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DRATI2QI3middot 14()362 dated May WI3 stands
With kind regards For [eRA Limited
Vi (Senior Vice President)
Buildlng No 2 Iloot Tel + 81 124 - 4545300 websf1e WWWJCf8D
Tower A Cyber Oily Fax + 91 124 bull 4000424 ilImaH lnfoicralfldliLcof1
Phase II Gurgaonmiddot 1~
Regd Offictl noo iltailash Building i 1 Floor 26 KDtwoo Qandhi Marg New Delhi bull 110001
RATING RES EAR C H INfORMATION
Page 55 of60
ANNEXURE 5
CONSENT LETTER FROM DEBENTURE TRUSTEE
Ref No 1750 ITCL JUtmiddots I ru~1 Company Limilt~d
September 30 2013
Orris Infrastructure Private limited (Company) Jmiddot105 OLF PhaSe - 11 MG Road Gurgaon 122002
Kind Attention Mr Vljay Gupta Director
Sub listed Secured Redeemable Non Convertible Debentures (NCDs) aggregating to Rs 200 crs proposed to be issued by the Company on private placement basis
Dear Sirs
This is with reference to our discussion regarding appointment of ILampFS Trust Company limited (ITCL) as Debenture Trustee for the proposedlssue of listed Secured Redeemable NCDsof Rs 1 crore each aggregating to Rs 200 crs to ~ issued by the Company on private placement basis In this regard VIle do hereby give out consent to act as the Debenture Trustee subject to the Company agreeing to the following conditions
1 The Company agrees and undertakes to create the securities over such terms and conditions as detai~d in the signed Information Memorandum as submitted to us and execute the Debenture Trust Deed and other necessary security documents as required
2 The Company agrees amp undertakes to pay Debenture Trustees so long as they hold the office of the De~nture Trustee remuneration as stated in appointment letter dated July 30 2013 for the services as Debenture Trustee in addition to all legal travelling and other costS charges and expenses which the Debenture Trustee or their officers employees or agents rnayiocur in relation to execution of the Debenture Trust Deed and all other documents affecting the Security till the monies in respect of the Debentures have been fully paid-off and the requisite formalities for satisfaction of charge in aU respects have been complied with
3 The Company agrees ft undertakes to comply with the provisions of SEal (Debenture Trustees) Reguliltions 1993 SE61 (Issue and Listing of Debt Securitles) Regulations 2008 SEBICircutar No$EaIIlMOOfgtl1Sondl2oo911 105 dated 11052009 on Simplified Listing Agreement for Debt Securities read with the SEBl Circular No SEBIIIMDDOF-1 tBONDlClr-5120o9 dated the 16th November 2009 the Companies Act 19l)6 ilnd other applicable proviSions I circulars guidelines etc as applicable and amended from time to time and agrees to furnish to Trustees such information in terms of the same on regular basis
Sincerely For ILftFS Trust Company lilDi~d
lL__~~ ~ ~ ~~~ --- ~
Authorized Signatory
lUfFS Finru1 Centre PloINo C 22 G Block 5th Floor Bjr Kurio Complex Bandra (Eastl Mumbamiddotmiddot 40(K)SI INDIA
Bangalor( Office ILEtFSTru1 (ompally Ltdbull ALmiddotLalheef 151 Floor No 2Unioll Slreet Offlnanlry Raad Banglore 5hlX)OI INDIA
New Delhi Offire ILftFSTrusl (ompY tId Amiddot26a lsI Ploor Bhishm Pithamah Marg DefencfCoony New Delhi - 110024 INDIA
Kolkala Offilaquo ILftfSTrusl Company Ltd ILIIFS Constantia lnlflPor n Dr11 lIt Bramachari Street Kolkata bull 700017 INDIA
Page 56 of60
ANNEXURE 6
CONSENT LETTER FROM REGISTRAR AND TRANSFER AGENT i
Skyline Financial Serrr)ices Pvt Ltd SEBI REGISTERED CATEGORY1 REGk)IRARS ampSHARE TRANSfRAtgtENT D153A Ht Floor () nol Area Ph bullbullbullI New Dolhmiddot llO 020 1 9 middot1126812682 2S612~83 EmiddotmaI nOlltyhOaccrn tte-oSi$ wwwSiltyllnfHla_all1
August 29 2013
MrVlneel Kumar Gupta
Sr Manaler Secretarial
Orris InfraSlrucllJre Private Limited
Orris la M G Road
Gurgaoo - 1iG 002 (Hr)
Sub Consent to aet as Registrar to Issue and TfBllSfer Agent
DearSJr
Thls1s in reference 10 YOllr email datild AugJS1 29 2013 We hereby give our consent to act as 21
Registrar to IsSue and Transfer Agent for your propOSed issue of 1O - conveo1ibledebentures Of Rs
20000 Crore (jl1d our name IS Registrar to i$sueandShare Transfer agent may please be included in
Thanking you Y()ursfailhfufy
Vice- President
Page 57 0[60
--
-------
ANNEXURE 7
APPLICA TION FORM
ORRIS INFRASTRUCTURE PRIVATE LIMITED Registered Office RZ-D-5 Mahavir Enclave New Delhi 110045
Corporate Office 1-105 DLF Phase II Mehrauli Gurgaon Gurgaon -122002
Application No ___ Date
Dear Sirs
VWe have read and understood the terms and conditions of issue by Orris Infrastructure Private Limited of senior secured cumulative redeemable Non-Convertible Debentures of face value ~ 10000000 (Rupees One Crores only) having a coupon rate of 20 pa on a private placement basis on the face value aggregating to ~ 2000000000- (Rupees Two Hundred Crores only) (Debenture) contained in the Information Memorandum Disclosure Document dated __2013 VWe bind ourselves to the terms and conditions as contained in the Information Memorandum Disclosure Document and wish to apply for allotment of these Debentures The amount payable on application as shown below is remitted herewith On allotment please place myour name(s) on the Register of Debenture holder(s)
(Please read carefully the instructions on the next page before filling this form)
No of Debentures applied No in figures No in words for
Amount (~)
Detal s I 0 f payment ChequesDemand Date Drawn on Bank DraftlRTGS Details
Applicants Name amp Address in full (please use capital letters)
Pin Code Telephone I Fax Email
I Status Bankin~ Company ( ) Insurance Company ( ) Other ( ) (specify in case of others) Name of Authorized Signatory Designation Signatures Signatoty
Details of Bank Account Bank Name amp Branch Nature ofAccount Account No IFSCINEFT Code middot)---~1
-- --
Depository Details
I1We the undersigned want to hold the Debentures of the Company in the dematerialised fonn Details of myour Beneficiary Account are given below
Depository Participant Name - shy
DPID
Beneficiary Account Number shy
Name of the Applicant
() II We understand that in case of allotment of Debentures to my lour Beneficiary Account as mentioned above would be credited to the extent of Debentures allotted
Taxpayers PAN I GIR No IT CircleIW ardlDistrict ( ) Not Allotted
Tax Deduction Status () Fully ( ) Tax to be ()Yes ONo Exempt deducted at
Source
I1We hereby understand that the Company has not provided and will not provide any material or other infonnation regarding the Debentures except as included in the Infonnation Memorandum Disclosure Document
Signature of the Applicant _________________(Tear here)__________
ACKNOWLEDGEMENT SLIP
Application No Date -- shyReceived From
1shy----------------------~
By ChequelDemand DraftlRTGS No
drawn on towards application for ______ Debentures (Chequesl Demand Drafts are subject to realisation)
For Orris Infrastructure Pvt Ltd
For all further correspondence please contact INFRASTRUCTURE PRIVATE LIMITED Tel +91 124-4979200
Page 59 of60
10
INSTRUCTIONS
You must complete application in full in BLOCK LETTERS IN ENGLISH
2 Your Signatures should be made in English or in any of the Indian languages
3 Application forms duly completed in all respects together with high value Cheques Pay Order Demand Drafts must be lodged at the Orris Infrastructure Private Limited Corporate Office (as provided above)
4 Payments through RTGS shall be made as follows
Beneficiary Account name Orris Infrastructure Private Limited IFSC Code UTIB0000056 Bank Account No 056010200015303 Bank Axis Bank Ltd Branch Sec-14 Gurgaon
5 The Cheque(s)Demand Draft(s) of high value clearing zone should be drawn in favour of ORRIS INFRASTRUCTURE PVT LIMITED and crossed Ale payee only Cheque(s)Demand draft(s) may be drawn on any scheduled bank and payable at Delhi
6 Mr Vineet Gupta as authorised representative of the Company will issue the Acknowledgement Slip (appearing below the Application Form) as acknowledgement of receipt of applications No separate receipt will be issued
7 You should mention your Permanent Account Number or the GIR number allotted under Income- Tax Act 1961 and the Income-Tax CirclelWardlDistrict In case where neither the PAN nor GIR number has been allotted the fact of non-allotment should be mentioned in the application form in the space provided
8 The application would be accepted as per the terms of the issue outlined in the Information Memorandum Disclosure DOC~fii
r1- -~0 gt tl~~ ~gt
j )j~ (~~ ~O
~ shy
Page 60 of60
Letters of Allotment The Issuer shall issue a Letter of Allotment to each Debenture holder on the Deemed Date of Allotment The Debentures will be subsequently credited in dematerialised form within 2 (two) Business Days from the Deemed Date of Allotment
Deemed Date of Allotment All the benefits under the Debentures will accrue to the Debenture holders from the date of receipt of the application monies The actual allotment may take place on a date other than the Deemed Date of Allotment
Refunds For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within seven days from the Deemed Date of Allotment of the Debentures 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
Joint Holders Where two or more persons are holders of any Debenture(s) they shall deem to hold the same as joint tenants with benefits of survivorship
Mode of Transfer Debentures shall be transferred subject to and in accordance with the rules procedure as prescribed by the NSDL CDSL Depository participant of the transferor transferee and any other applicable laws and the rules notified in respect thereof 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 Transferor shall give delivery instructions containing details of the transferees DP account in his depository participant
Succession In the event of demise of Debenture holder the Company will recognize the executor or administrator of the deceased Debenture holder or the holder of succession certificate or other legal representative as having title to the Debentures The Company shall not be bound to recognize such executor administrator or holder of the succession certificate or other legal representatives as having title to the Debentures unless such executor or administrator obtains probate or letter of administration or such holder is the holder of succession certificate or other legal representation as the case may be from a competent Court in India having jurisdiction over the matter The Company may in their absolute discretion where it thinks fit dispense with production of probate or letter of administration or succession ~--~gt
l
certificate or other legal representation in order to recognize such holder ~1 ~)t)
Page 40 of6~ Vv pound ~o-middot~-
bull ~f V
being entitled to the Debentures standing in the name of deceased Debenture holder on production of sufficient documentary proof or indemnity
Nomination In the event of however a deceased Debenture holder(s) having nominated any person entitled to be registered as the Debenture holder in the event of his death such nominee shall be registered as the Debenture holder in place of the deceased Debenture holder
Page 41 of 60 shy
OTHER REGULATORY AND STATUTORY DISCLOSURES
Stock Exchange Disclaimer Clause It is to be distinctly understood that filing of this Information Memorandum Disclosure Document with the Stock Exchange should not is any way be deemed or construed that the same has been cleared or approved by the Stock exchange The Stock Exchange does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue has been made or for the correctness of the statements made or opinions expressed in this Information MemorandumDisclosure Document
Listing Disclaimer The Debentures are proposed to be listed on the Wholesale Debt Market segment of the BSE The Company shall comply with the requirements of the listing agreement to the extent applicable to it on a continuous basis and shall complete all formalities relating to listing of the Debentures
Companys Disclaimer Clause The Company certifies that the disclosures made in this Information MemorandumDisclosure Document are generally adequate and III
conformity with SEBI Regulations Further the Company accepts no responsibility for statements made otherwise than in the Information MemorandumDisclosure Document or Security Documents or any other material issued by or at the instance of the Company and anyone placing reliance on any source of information other than this Information Memorandum Disclosure Document and the Security Documents would be doing at their own risk and the Company will not be liable for such reliance
Issue of Debentures in Dematerialised Form The Debentures will be issued only in dematerialized form The Issuer has made arrangements with the Depositories for the issue of the Debentures in dematerialized form Investors will have to hold the Debentures in dematerialized form as per the provisions of Depositories Act 1996
Consents ILampFS Trust Company Limited has given its written consent for its appointment as debenture trustee to the Issue under Regulations 4(4) of the SEBI Regulations and inclusion of its name in the form and context in which it appears in this Information Memorandum Disclosure Document __
4ti)~ ~ A )ro)
C
Page 42 of60
ANNEXURE 1 SUMMARY TERM SHEET
--------------------------------------------------------------------------- shyIssuer Orris Infrastructure Private Limited
Instrument Secured Cumulative Redeemable Non-Convertible Debentures
Total number of 200 NCDs Face Value ~ 10000000- (Rupees One Crore only) per Debenture
Issue Size ~ 2000000000- (Rupees Two Hundred Crores only)
Issue Price At its face value ie ~ 10000000- (Rupees One Crore only) per Debenture
Mode of Private Placement Placement Object of the The proceeds from the issue shall be utilized for the general Issue corporate purposes of the Company
Form of listed Dematerialised issuance Deemed Date of 23-10-2013 or any other date as decided by the Issuer Allotment
Tenor 48 (forty eight) months from the Deemed Date of Allotment
Redemption After expiry of the Moratorium Period the Issuer shall redeem the Debentures in equal monthly installments over a period of 33 (thirty three) months on each Due Date subject to premature redemption as permitted under the Debenture Trust Deed
Moratorium Period of 15 (Fifteen) months from the Deemed Date of Allotment Period Interest Rate Interest will be payable at the interest rate of 20 (Twenty percent)
per annum payable monthly on the Outstanding Amounts as per the Payment Schedule (refer Annexure 2 to this Information Memorandum Disclosure Document)
The first installment for interest payment shall also include an additional amount equivalent to 125 (one point two five percent) of the issue size (excluding any applicable taxes) to the Debenture holders in proportion to the Debentures held by them
Market Lot One (1) Debenture
Minimum Application
Early Repayment
Escrow Mechanism
------shy
Subject to the conditions specified in the Debenture Trust Deed (Premature Redemption) the Issuer shall have a onetime option to prematurely redeem in a single tranche and not exceeding 25 (twenty five) of the outstanding Debenture Principal Amount at any time after expiry of the 24 (twenty four) months from the Deemed Date of Allotment till the expiry of 30 (Thirty) months of the Deemed Date of Allotment (Premature Redemption Period) The Premature Redemption shall be exercised in a single tranche and shall be subject to fulfillment of each of the following conditions that the Company prematurely redeems Debentures equivalent to an amount in the multiples of ~ 50000000- (Rupees Five Crores Only) with the minimum amount being ~ 150000000- (Rupees Fifteen Crores Only) for redemption in excess of the amounts permitted for Premature Redemption as specified above the Issuer shall pay a premature redemption premium of 2 (two percent) on the amount being redeemed and paid by the Issuer plus applicable service tax or other statutory levy if any subject to deduction of income tax at the rate prescribed under the Income Tax Act 1961 (Premature Redemption Premium) subject to the Escrow Mechanism below the Issuer shall have the option to prematurely redeem the Debentures after the expiry of the Premature Redemption Period without paying any Premature Redemption Premium provided such amounts are in accordance with sub-clause (a) above and any redemption of Debentures by the Issuer in accordance with this Deed shall be proportionate redemption of all the Debentures together through reduction in face value of each Debenture Further the redemption of the Debentures may be carried out in accordance with the Escrow Mechanism mentioned below
All receivables from the Project will be deposited by the Company in an Escrow Account All monies deposited in the Escrow Account shall be utilized in following order Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal with respect to the Debentures Only upon satisfaction of the requirement of (1) and (2) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account towards withdrawal of upto ~ 900000000 (Rupees Ninety Crores only) by the Company After withdrawal of ~ 900000000 (Rupees Ninety Crores only) by the Company
Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal witl]_x~secttyct to
-_8f~~the Debentures (f~X-~~~
~ ) Page 44 amp1 ~____~i
--------------------------------------- -- -------------
Debt Service Reserve Account (DSRA)
Put Option
Issue open on
Issue closed on
Basis for Interest calculation
Listing
Depository
Credit Rating
Security
Only upon satisfaction of the requirement of (a) and (b) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account 60 (Sixty percent) of any further monies in the Escrow Account shall be used to accelerate the redemption of the Debentures and the remaining 40 shall be withdrawn by the Company
Shall mean an amount being not less than ~ 60000000 (Rupees Six Crores only) to be maintained by the Company in the Escrow Account at all times
In the event of a default as defined iIi the Debenture Trust Deed the Debenture Trustee (on instructions from the Debenture holders) can exercise a put option on the Promoters to buy back the entire outstanding Debentures
04-10-2013 or any other date as decided by the Issuer
23-10-2013 or any other date as decided by the Issuer
Interest payable on the Debentures shall accrue on a day to day basis and shall be computed on the basis of 365 (Three Hundred Sixty Five) days divided equally for each of the twelve calendar months
At the WDM segment of the BSE
NSDL and CDSL
ICRA B+ by ICRA Limited
The Debentures together with any interest accrued thereon and outstanding amounts Debenture Trustees remuneration and all costs charges expenses and all other monies due in respect of the Debentures shall be secured by
First and exclusive charge on all Project Receivables through the Deed of Hypothecation together with the Escrow Agreement and such charge will be superior to any other claims on the Project Receivables First and exclusive charge on all amounts lying to the credit of the Escrow Account under the Deed of Hypothecation First and exclusive charge by way of equitable mortgage on the Commercial Property (Mortgaged Property) through execution of a registered Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property in favour of the Debenture Trustee together with a declaration cum undertaking from CDPL declaring the creation of mortgage by deposit of titly-~Si~6d~~ the
I-SI ~~
Page 4~60
----------------------------------------------------------------------------------Commercial Property in terms of the memorandum of entry Equitable mortgage and exclusive charge over FSI equivalent to 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of the Commercial Project together with all the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
Exclusive charge over all the rights title interest benefits claims demands of any nature whatsoever of the Company under andor in respect of the CDPL Collaboration Agreements for development and construction of the Commercial Colony and the entire FSI in the Commercial Project along with proportionate undivided interest in the underlying land and without limitation the following the right to compel performance thereunder and to substitute or be substituted for the Company thereunder and to substitute and be substituted thereunder for the Company thereunder and to commence and conduct either in the name of the Company or in its own name or otherwise any proceedings against any person in respect of any breach of the CDPL Collaboration Agreements and all claims of the Company including in any proceedings against all or any such persons to any amounts owing to or received by the Company thereunder and the rights and benefits of all Approvals to the extent capable of assignment together with the right to further assign any of the CDPL Collaboration Agreements and such Approvals to any Person Pledge of shares representing the entire issued and paid up share capital of CDPL under the Deed of Pledge Personal Guarantee of Sh Vijay Gupta Sh Amit Gupta and Smt Kusum Gupta and Cheques
Security Creation The Security shall be created in the favour of the Debenture Trustee on or before the Deemed Date of Allotment
Representation The representations and warranties of the Company will be set out and Warranties in the Debenture Trust Deed
Event ofDefault All events of default as set out in the Debenture Trust Deed
Upon occurrence of such event of default Debenture Trustee shall (on instruction from the Debenture holders) issue a written notice of default to the Company and grant to the Company a cure period in accordance with the terms of Security Documents
The consequences of an event of default shall be governed_lgtY the provisions in the Security Documents and shall inclu9~~ayfu~i1t of
default interest and enforcement of the Security in the manner specified In the Security Documents including appointment of nominee director(s)
Default Interest An additional interest of 4 pa (four percent per annum) over and Rate above the Interest Rate (as defined hereinafter) (viz the default
interest rate shall be 24 (twenty four percent) payable in relation to the Debentures and the Outstanding Amounts payable In accordance with Security Documents
Registrar and Skyline Financial Services Private Limited Transfer Agent
Compliance All provisions clauses regulations specified by GOISEBIRoCBSE with respect to issue and listing of Redeemable and Secured Non-Convertible Debentures shall be complied with by the Company
Assignment Each Investor may transfer or dispose a part or the whole of its Transferability Debentures without the Companys consent
Governing Law The governing law will be the laws of India and the parties submit to and Jurisdiction the exclusive jurisdiction of the courts in Delhi
~-~---~-~
u c tL ~If) -~~-J bull (
Page 47 of60
ANNEXURE 2 PAYMENT SCHEDULE
Due date
Month 0
Last Day ofMonth 1
Last Day ofMonth 2
Last Day ofMonth 3
Last Day ofMonth 4
Last Day ofMonth 5
Last Day ofMonth 6
Last Day of Month 7
Last Day ofMonth 8
Last Day of Month 9
Last Day of Month 10
Last Day of Month 11
Last Day of Month 12
Last Day of Month 13
Last Day of Month 14
Last Day ofMonth 15
Last Day of Month 16
Last Day of Month 17
Last Day of Month 18
Last Day ofMonth 19
Last Day ofMonth 20
Last Day of Month 21
Last Day of Month 22
Last Day ofMonth 23
Last Day of Month 24
Last Day ofMonth 25
Last Day of Month 26
Last Day ofMonth 27
Outstandino D b t b
e en nre1 su )scrIptlOn amount
I dat mont I en
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
1939393939
1878787879
1818181818
1757575758
1696969697
1636363636
1575757576
1515151515
1454545455
1393939394
1333333333
1272727273
I nterest
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
32323232
31313131
30303030
29292929
28282828
27272727
26262626
25252525
24242424
23232323
22222222
Debenture Payment to I t D b tSll )SCrIP Ion e en nre
t H Idamoun 0 ers
33333333
33333333
33333333
33333333
33333333
33333333
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33333333
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33333333
33333333
33333333
33333333
33333333
33333333
60606061 93939394
60606061 92929293
60606061 91919192
60606061 90909091
60606061 89898990
60606061 88888889
60606061 87878788
60606061 86868687
60606061 85858586
60606061 84848485
60606061 83838384
60606061 8~~3 j()gt t~( S( )Page48~60
-
Due date su
Last Day of Month 28
Last Day of Month 29
Last Day of Month 30
Last Day of Month 31
Last Day ofMonth 32
Last Day of Month 33
Last Day of Month 34
Last Day of Month 35
Last Day of Month 36
Last Day of Month 37
Last Day of Month 38
Last Day of Month 39
Last Day of Month 40
Last Day of Month 41
Last Day of Month 42
Last Day of Month 43
Last Day of Month 44
Last Day ofMonth 45
Last Day of Month 46
Last Day of Month 47
Last Day of Tenor
Outstandino D b t b
b ~ t~n ure t SCrIp Ion amoun
t th da mon en
1212121212
1151515152
1090909091
1030303030
969696970
909090909
848484848
787878788
727272727
666666667
606060606
545454545
484848485
424242424
363636364
303030303
242424242
181818182
121212121
60606061
Debentme Payment to Interest subscription
t amoun Debenture
H ld0 ers
21212121 60606061 81818182
20202020 60606061 80808081
19191919 60606061 79797980
18181818 60606061 78787879
17171717 60606061 77777778
16161616 60606061 76767677
15151515 60606061 75757576
14141414 60606061 74747475
13131313 60606061 73737374
12121212 60606061 72727273
11111111 60606061 71717172
10101010 60606061 70707071
9090909 60606061 69696970
8080808 60606061 68686869
7070707 60606061 67676768
6060606 60606061 66666667
5050505 60606061 65656566
4040404 60606061 64646465
3030303 60606061 63636364
2020202 60606061 62626263
1010101 60606061 61616162
The interest payment on the first Due Date shall vary depending on the date onwh~h the
application monies for Debentures arc received til 1~~1
1bull kAij~ lt laquo~~gt ~
-
--
Page 49 of60
ANNEXURE 3
UNDERTAKING BY THE COMPANY
The Company undertakes that bull In the event the Debentures are issued in physical form the Company
shall use a common form of transfer
bull It will provide on a half yearly basis a compliance certificate duly certified by the Debenture Trustee to the Debenture holders in respect of compliance with the terms and conditions of Issue as contained in this Information Memorandum Disclosure Document and
bull Every credit rating obtained shall be periodically reviewed by the Credit Rating Agency and any revision in the rating shall be promptly disclosed by the Company to the Stock Exchange Any change in rating shall be promptly disseminated to Debenture holders and prospective Investors in such manner as the BSE may determine from time to time All information and reports on the Debentures including compliance reports filed by the Company and the Debenture Trustee shall be disseminated to the Debenture holders and the general public by placing them on the website of the Company and shall through the Debenture Trust Deed request the Debenture Trustee to place the same on its website
bull The above Information Memorandum Disclosure Document IS
compliant with all disclosures required to be made for listing of senior non-convertible debentures on a private placement basis on a recognized stock exchange as specified in Schedule I under Regulation 21 of the Securities and Exchange Board of India (Issuing and Listing of Debt Securities) Regulations 2008
laquo~~(~I0~~ For o~InCr ~cture Private Limited
~~WIVijay~
(Chairman)
Page 50 of60
ANNEXURE 4
CREDIT RATING LETTER FROM ICRA LIMITED
Ie R A Limited
Ref DRAT2013-140-362
Mr Sanjay Aggarwal VP - Accounts amp raxation Orris Infrastructure Private Limited J-105 DLF Phase -II MG Road Gurgaon - 122002 Haryana
May 21 2013
Dear Sir
Rc ICRA-assigned Credit Rating for Rs 200 crore NCD Programmc of Orris Infrastructurc l)rivate Limited (instrument details in Annexure)
Please refer to your Rating Requisition dated May 112013 and the subsequent Rating Agreement of May 162013 for carrying out the rating of the aforesaid Bond Programme The Rating Committee
of ICRA after due consideration has assigned a [ICRAIB+ (pronounced as ICM B plus) rating
to the captioned Bond Programme
We would appreciate if you can sign on the duplicate copy of this letter and send it to us within 7
days from the date of this letter as confirmation about the use of the assigned rating The rationale
for assigning the above rating will be sent to you on receipt of your confirmation about the use of our rating as above Any intimation by you about the above rating to any BankerLending
AgencyGovernment AuthoritiesStock Exchange would constitute use of this rating by you
This rating is specific to the terms and conditions of the proposed issue as was indicated to us by you
and any change In the tenns or size of the issue would require the rating to be reviewed by us If
there is any change in the terms and conditions or size of the instrument rated as above the same must be brought to our notice before the issue of the instrument If there is nny such change after the
rating is assigned by us and confirmed to use by you it would be subject to our review and may result in change in the rating assigned
ICRA reserves the right to suspend withdraw or revise the above at any (ime on the basis of new information 01 unav~ilability of information or such other circumstances which ICRA believes may
have an impact on the rating assigned to you
The rating as aforesaid howeVer should not be treated as a recommendation to buy sell or hold the
bonds to be issued by you If the instrument rated as above is not issued by you within a period of 3
BuUding No 5 2 Floor TeL + 91 - 124 - 4545300 wOiosite wwwicraJn Tower A DLF cyber City Fax + 91 - 124 - 4050424 email infoicralndiacom Phase ll Gurgaon 122002
Regd Office 1105 Kailash Building 11 Floor 26 Kastuma Gandhi Marg NeW Delhi - 110001
RATING RES EAR eli INFORMATION
months from the date of this letter communicating the rating the same would stand withdrawn unless
revalidated before the expiry of 3 months
You arc required to forthwith inform us about any default or delay in repayment of intcrest or
principal amount of the instrument mtcd as above or any other debt instruments borrowing Y nu are also required to keep llS forthwith informed of any other devclopments which may have a direct
or indirect impact on the debt servicing capability of the company including any proposal for reshy
schedulement or postponement of the repayment programmes oCthe dues debts of the company with
any lendcr(s) investor(s)
You are required to inform us immediately as and when the borrowing limit for the instrument rated
as above or as prescribed by the regulatory authority (ies) is exceeded
We thank you for your kind cooperation extended during the course of the rating exercise Should
you require any clarification please do not hesitate to get in touch with us
With kind regards
Yours sincerely
for IeRA Limited
-- Iobit Inamdar S (Senior Vice President) (Analyst)
Page 52 of60
Annexure
Details of the bank limits rated by leRA (Rated on long term seale)
Page 53 of60
I eRA limited AIIA~fIiI ofMoltldyIInvllllttmI ~
Ref DRATfl013middot140middot3611
Date August 222013
MI Sanjay AggarwaJ VP - Accounts amp Taxation Orris Infrastructure Private Limited JmiddotIO5 DLF Phasemiddotll MG Road Gurgaonmiddot J22002 Haryana
Dear Sir
Re leRA ruting for Rs 2000 crote NCD Progrumme of Orris Infrastructure Private Umlted
This is with reference to your letter dated August 9 2013 for re-validating your rating for the Rs 200 erore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Boods programme ofyour company and last communicated to you vide QuI letter dated May 212013 stands The other terms and conditions for the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DlRAT12013middot 1410-362 dated May 2013 stands
With kind regards For lCRA Limited
(Senior Vice President)
T~middot + 91middot 124 bull ~ website VWW bulliCfSio fw + 91 124 -~ email info~middoticralndiagtcom
Page 54 of60
Ie R A Lim
Ref DfRAT2013-14O-364
Date October 03 2013
Mr Sanjay Aggarwal VP - Accounts amp Taxation Orris Infrastructure Private Limited J-105 DLF Phasemiddotmiddotll MG Road Gurgaon - 122002 Haryana
Dear Sir
Re ICRA rating for Rs 2000 crOTe NCD Programme of Orris Infrastructure Private Limited
This is with reference to your letter dated September 03 2013 for re-validating your rating for the Rs 200 crore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Bonds programrne of your company and last conununicated to you vide our letter dated August 22 2013 stands The other terrns and conditions fur the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DRATI2QI3middot 14()362 dated May WI3 stands
With kind regards For [eRA Limited
Vi (Senior Vice President)
Buildlng No 2 Iloot Tel + 81 124 - 4545300 websf1e WWWJCf8D
Tower A Cyber Oily Fax + 91 124 bull 4000424 ilImaH lnfoicralfldliLcof1
Phase II Gurgaonmiddot 1~
Regd Offictl noo iltailash Building i 1 Floor 26 KDtwoo Qandhi Marg New Delhi bull 110001
RATING RES EAR C H INfORMATION
Page 55 of60
ANNEXURE 5
CONSENT LETTER FROM DEBENTURE TRUSTEE
Ref No 1750 ITCL JUtmiddots I ru~1 Company Limilt~d
September 30 2013
Orris Infrastructure Private limited (Company) Jmiddot105 OLF PhaSe - 11 MG Road Gurgaon 122002
Kind Attention Mr Vljay Gupta Director
Sub listed Secured Redeemable Non Convertible Debentures (NCDs) aggregating to Rs 200 crs proposed to be issued by the Company on private placement basis
Dear Sirs
This is with reference to our discussion regarding appointment of ILampFS Trust Company limited (ITCL) as Debenture Trustee for the proposedlssue of listed Secured Redeemable NCDsof Rs 1 crore each aggregating to Rs 200 crs to ~ issued by the Company on private placement basis In this regard VIle do hereby give out consent to act as the Debenture Trustee subject to the Company agreeing to the following conditions
1 The Company agrees and undertakes to create the securities over such terms and conditions as detai~d in the signed Information Memorandum as submitted to us and execute the Debenture Trust Deed and other necessary security documents as required
2 The Company agrees amp undertakes to pay Debenture Trustees so long as they hold the office of the De~nture Trustee remuneration as stated in appointment letter dated July 30 2013 for the services as Debenture Trustee in addition to all legal travelling and other costS charges and expenses which the Debenture Trustee or their officers employees or agents rnayiocur in relation to execution of the Debenture Trust Deed and all other documents affecting the Security till the monies in respect of the Debentures have been fully paid-off and the requisite formalities for satisfaction of charge in aU respects have been complied with
3 The Company agrees ft undertakes to comply with the provisions of SEal (Debenture Trustees) Reguliltions 1993 SE61 (Issue and Listing of Debt Securitles) Regulations 2008 SEBICircutar No$EaIIlMOOfgtl1Sondl2oo911 105 dated 11052009 on Simplified Listing Agreement for Debt Securities read with the SEBl Circular No SEBIIIMDDOF-1 tBONDlClr-5120o9 dated the 16th November 2009 the Companies Act 19l)6 ilnd other applicable proviSions I circulars guidelines etc as applicable and amended from time to time and agrees to furnish to Trustees such information in terms of the same on regular basis
Sincerely For ILftFS Trust Company lilDi~d
lL__~~ ~ ~ ~~~ --- ~
Authorized Signatory
lUfFS Finru1 Centre PloINo C 22 G Block 5th Floor Bjr Kurio Complex Bandra (Eastl Mumbamiddotmiddot 40(K)SI INDIA
Bangalor( Office ILEtFSTru1 (ompally Ltdbull ALmiddotLalheef 151 Floor No 2Unioll Slreet Offlnanlry Raad Banglore 5hlX)OI INDIA
New Delhi Offire ILftFSTrusl (ompY tId Amiddot26a lsI Ploor Bhishm Pithamah Marg DefencfCoony New Delhi - 110024 INDIA
Kolkala Offilaquo ILftfSTrusl Company Ltd ILIIFS Constantia lnlflPor n Dr11 lIt Bramachari Street Kolkata bull 700017 INDIA
Page 56 of60
ANNEXURE 6
CONSENT LETTER FROM REGISTRAR AND TRANSFER AGENT i
Skyline Financial Serrr)ices Pvt Ltd SEBI REGISTERED CATEGORY1 REGk)IRARS ampSHARE TRANSfRAtgtENT D153A Ht Floor () nol Area Ph bullbullbullI New Dolhmiddot llO 020 1 9 middot1126812682 2S612~83 EmiddotmaI nOlltyhOaccrn tte-oSi$ wwwSiltyllnfHla_all1
August 29 2013
MrVlneel Kumar Gupta
Sr Manaler Secretarial
Orris InfraSlrucllJre Private Limited
Orris la M G Road
Gurgaoo - 1iG 002 (Hr)
Sub Consent to aet as Registrar to Issue and TfBllSfer Agent
DearSJr
Thls1s in reference 10 YOllr email datild AugJS1 29 2013 We hereby give our consent to act as 21
Registrar to IsSue and Transfer Agent for your propOSed issue of 1O - conveo1ibledebentures Of Rs
20000 Crore (jl1d our name IS Registrar to i$sueandShare Transfer agent may please be included in
Thanking you Y()ursfailhfufy
Vice- President
Page 57 0[60
--
-------
ANNEXURE 7
APPLICA TION FORM
ORRIS INFRASTRUCTURE PRIVATE LIMITED Registered Office RZ-D-5 Mahavir Enclave New Delhi 110045
Corporate Office 1-105 DLF Phase II Mehrauli Gurgaon Gurgaon -122002
Application No ___ Date
Dear Sirs
VWe have read and understood the terms and conditions of issue by Orris Infrastructure Private Limited of senior secured cumulative redeemable Non-Convertible Debentures of face value ~ 10000000 (Rupees One Crores only) having a coupon rate of 20 pa on a private placement basis on the face value aggregating to ~ 2000000000- (Rupees Two Hundred Crores only) (Debenture) contained in the Information Memorandum Disclosure Document dated __2013 VWe bind ourselves to the terms and conditions as contained in the Information Memorandum Disclosure Document and wish to apply for allotment of these Debentures The amount payable on application as shown below is remitted herewith On allotment please place myour name(s) on the Register of Debenture holder(s)
(Please read carefully the instructions on the next page before filling this form)
No of Debentures applied No in figures No in words for
Amount (~)
Detal s I 0 f payment ChequesDemand Date Drawn on Bank DraftlRTGS Details
Applicants Name amp Address in full (please use capital letters)
Pin Code Telephone I Fax Email
I Status Bankin~ Company ( ) Insurance Company ( ) Other ( ) (specify in case of others) Name of Authorized Signatory Designation Signatures Signatoty
Details of Bank Account Bank Name amp Branch Nature ofAccount Account No IFSCINEFT Code middot)---~1
-- --
Depository Details
I1We the undersigned want to hold the Debentures of the Company in the dematerialised fonn Details of myour Beneficiary Account are given below
Depository Participant Name - shy
DPID
Beneficiary Account Number shy
Name of the Applicant
() II We understand that in case of allotment of Debentures to my lour Beneficiary Account as mentioned above would be credited to the extent of Debentures allotted
Taxpayers PAN I GIR No IT CircleIW ardlDistrict ( ) Not Allotted
Tax Deduction Status () Fully ( ) Tax to be ()Yes ONo Exempt deducted at
Source
I1We hereby understand that the Company has not provided and will not provide any material or other infonnation regarding the Debentures except as included in the Infonnation Memorandum Disclosure Document
Signature of the Applicant _________________(Tear here)__________
ACKNOWLEDGEMENT SLIP
Application No Date -- shyReceived From
1shy----------------------~
By ChequelDemand DraftlRTGS No
drawn on towards application for ______ Debentures (Chequesl Demand Drafts are subject to realisation)
For Orris Infrastructure Pvt Ltd
For all further correspondence please contact INFRASTRUCTURE PRIVATE LIMITED Tel +91 124-4979200
Page 59 of60
10
INSTRUCTIONS
You must complete application in full in BLOCK LETTERS IN ENGLISH
2 Your Signatures should be made in English or in any of the Indian languages
3 Application forms duly completed in all respects together with high value Cheques Pay Order Demand Drafts must be lodged at the Orris Infrastructure Private Limited Corporate Office (as provided above)
4 Payments through RTGS shall be made as follows
Beneficiary Account name Orris Infrastructure Private Limited IFSC Code UTIB0000056 Bank Account No 056010200015303 Bank Axis Bank Ltd Branch Sec-14 Gurgaon
5 The Cheque(s)Demand Draft(s) of high value clearing zone should be drawn in favour of ORRIS INFRASTRUCTURE PVT LIMITED and crossed Ale payee only Cheque(s)Demand draft(s) may be drawn on any scheduled bank and payable at Delhi
6 Mr Vineet Gupta as authorised representative of the Company will issue the Acknowledgement Slip (appearing below the Application Form) as acknowledgement of receipt of applications No separate receipt will be issued
7 You should mention your Permanent Account Number or the GIR number allotted under Income- Tax Act 1961 and the Income-Tax CirclelWardlDistrict In case where neither the PAN nor GIR number has been allotted the fact of non-allotment should be mentioned in the application form in the space provided
8 The application would be accepted as per the terms of the issue outlined in the Information Memorandum Disclosure DOC~fii
r1- -~0 gt tl~~ ~gt
j )j~ (~~ ~O
~ shy
Page 60 of60
being entitled to the Debentures standing in the name of deceased Debenture holder on production of sufficient documentary proof or indemnity
Nomination In the event of however a deceased Debenture holder(s) having nominated any person entitled to be registered as the Debenture holder in the event of his death such nominee shall be registered as the Debenture holder in place of the deceased Debenture holder
Page 41 of 60 shy
OTHER REGULATORY AND STATUTORY DISCLOSURES
Stock Exchange Disclaimer Clause It is to be distinctly understood that filing of this Information Memorandum Disclosure Document with the Stock Exchange should not is any way be deemed or construed that the same has been cleared or approved by the Stock exchange The Stock Exchange does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue has been made or for the correctness of the statements made or opinions expressed in this Information MemorandumDisclosure Document
Listing Disclaimer The Debentures are proposed to be listed on the Wholesale Debt Market segment of the BSE The Company shall comply with the requirements of the listing agreement to the extent applicable to it on a continuous basis and shall complete all formalities relating to listing of the Debentures
Companys Disclaimer Clause The Company certifies that the disclosures made in this Information MemorandumDisclosure Document are generally adequate and III
conformity with SEBI Regulations Further the Company accepts no responsibility for statements made otherwise than in the Information MemorandumDisclosure Document or Security Documents or any other material issued by or at the instance of the Company and anyone placing reliance on any source of information other than this Information Memorandum Disclosure Document and the Security Documents would be doing at their own risk and the Company will not be liable for such reliance
Issue of Debentures in Dematerialised Form The Debentures will be issued only in dematerialized form The Issuer has made arrangements with the Depositories for the issue of the Debentures in dematerialized form Investors will have to hold the Debentures in dematerialized form as per the provisions of Depositories Act 1996
Consents ILampFS Trust Company Limited has given its written consent for its appointment as debenture trustee to the Issue under Regulations 4(4) of the SEBI Regulations and inclusion of its name in the form and context in which it appears in this Information Memorandum Disclosure Document __
4ti)~ ~ A )ro)
C
Page 42 of60
ANNEXURE 1 SUMMARY TERM SHEET
--------------------------------------------------------------------------- shyIssuer Orris Infrastructure Private Limited
Instrument Secured Cumulative Redeemable Non-Convertible Debentures
Total number of 200 NCDs Face Value ~ 10000000- (Rupees One Crore only) per Debenture
Issue Size ~ 2000000000- (Rupees Two Hundred Crores only)
Issue Price At its face value ie ~ 10000000- (Rupees One Crore only) per Debenture
Mode of Private Placement Placement Object of the The proceeds from the issue shall be utilized for the general Issue corporate purposes of the Company
Form of listed Dematerialised issuance Deemed Date of 23-10-2013 or any other date as decided by the Issuer Allotment
Tenor 48 (forty eight) months from the Deemed Date of Allotment
Redemption After expiry of the Moratorium Period the Issuer shall redeem the Debentures in equal monthly installments over a period of 33 (thirty three) months on each Due Date subject to premature redemption as permitted under the Debenture Trust Deed
Moratorium Period of 15 (Fifteen) months from the Deemed Date of Allotment Period Interest Rate Interest will be payable at the interest rate of 20 (Twenty percent)
per annum payable monthly on the Outstanding Amounts as per the Payment Schedule (refer Annexure 2 to this Information Memorandum Disclosure Document)
The first installment for interest payment shall also include an additional amount equivalent to 125 (one point two five percent) of the issue size (excluding any applicable taxes) to the Debenture holders in proportion to the Debentures held by them
Market Lot One (1) Debenture
Minimum Application
Early Repayment
Escrow Mechanism
------shy
Subject to the conditions specified in the Debenture Trust Deed (Premature Redemption) the Issuer shall have a onetime option to prematurely redeem in a single tranche and not exceeding 25 (twenty five) of the outstanding Debenture Principal Amount at any time after expiry of the 24 (twenty four) months from the Deemed Date of Allotment till the expiry of 30 (Thirty) months of the Deemed Date of Allotment (Premature Redemption Period) The Premature Redemption shall be exercised in a single tranche and shall be subject to fulfillment of each of the following conditions that the Company prematurely redeems Debentures equivalent to an amount in the multiples of ~ 50000000- (Rupees Five Crores Only) with the minimum amount being ~ 150000000- (Rupees Fifteen Crores Only) for redemption in excess of the amounts permitted for Premature Redemption as specified above the Issuer shall pay a premature redemption premium of 2 (two percent) on the amount being redeemed and paid by the Issuer plus applicable service tax or other statutory levy if any subject to deduction of income tax at the rate prescribed under the Income Tax Act 1961 (Premature Redemption Premium) subject to the Escrow Mechanism below the Issuer shall have the option to prematurely redeem the Debentures after the expiry of the Premature Redemption Period without paying any Premature Redemption Premium provided such amounts are in accordance with sub-clause (a) above and any redemption of Debentures by the Issuer in accordance with this Deed shall be proportionate redemption of all the Debentures together through reduction in face value of each Debenture Further the redemption of the Debentures may be carried out in accordance with the Escrow Mechanism mentioned below
All receivables from the Project will be deposited by the Company in an Escrow Account All monies deposited in the Escrow Account shall be utilized in following order Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal with respect to the Debentures Only upon satisfaction of the requirement of (1) and (2) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account towards withdrawal of upto ~ 900000000 (Rupees Ninety Crores only) by the Company After withdrawal of ~ 900000000 (Rupees Ninety Crores only) by the Company
Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal witl]_x~secttyct to
-_8f~~the Debentures (f~X-~~~
~ ) Page 44 amp1 ~____~i
--------------------------------------- -- -------------
Debt Service Reserve Account (DSRA)
Put Option
Issue open on
Issue closed on
Basis for Interest calculation
Listing
Depository
Credit Rating
Security
Only upon satisfaction of the requirement of (a) and (b) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account 60 (Sixty percent) of any further monies in the Escrow Account shall be used to accelerate the redemption of the Debentures and the remaining 40 shall be withdrawn by the Company
Shall mean an amount being not less than ~ 60000000 (Rupees Six Crores only) to be maintained by the Company in the Escrow Account at all times
In the event of a default as defined iIi the Debenture Trust Deed the Debenture Trustee (on instructions from the Debenture holders) can exercise a put option on the Promoters to buy back the entire outstanding Debentures
04-10-2013 or any other date as decided by the Issuer
23-10-2013 or any other date as decided by the Issuer
Interest payable on the Debentures shall accrue on a day to day basis and shall be computed on the basis of 365 (Three Hundred Sixty Five) days divided equally for each of the twelve calendar months
At the WDM segment of the BSE
NSDL and CDSL
ICRA B+ by ICRA Limited
The Debentures together with any interest accrued thereon and outstanding amounts Debenture Trustees remuneration and all costs charges expenses and all other monies due in respect of the Debentures shall be secured by
First and exclusive charge on all Project Receivables through the Deed of Hypothecation together with the Escrow Agreement and such charge will be superior to any other claims on the Project Receivables First and exclusive charge on all amounts lying to the credit of the Escrow Account under the Deed of Hypothecation First and exclusive charge by way of equitable mortgage on the Commercial Property (Mortgaged Property) through execution of a registered Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property in favour of the Debenture Trustee together with a declaration cum undertaking from CDPL declaring the creation of mortgage by deposit of titly-~Si~6d~~ the
I-SI ~~
Page 4~60
----------------------------------------------------------------------------------Commercial Property in terms of the memorandum of entry Equitable mortgage and exclusive charge over FSI equivalent to 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of the Commercial Project together with all the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
Exclusive charge over all the rights title interest benefits claims demands of any nature whatsoever of the Company under andor in respect of the CDPL Collaboration Agreements for development and construction of the Commercial Colony and the entire FSI in the Commercial Project along with proportionate undivided interest in the underlying land and without limitation the following the right to compel performance thereunder and to substitute or be substituted for the Company thereunder and to substitute and be substituted thereunder for the Company thereunder and to commence and conduct either in the name of the Company or in its own name or otherwise any proceedings against any person in respect of any breach of the CDPL Collaboration Agreements and all claims of the Company including in any proceedings against all or any such persons to any amounts owing to or received by the Company thereunder and the rights and benefits of all Approvals to the extent capable of assignment together with the right to further assign any of the CDPL Collaboration Agreements and such Approvals to any Person Pledge of shares representing the entire issued and paid up share capital of CDPL under the Deed of Pledge Personal Guarantee of Sh Vijay Gupta Sh Amit Gupta and Smt Kusum Gupta and Cheques
Security Creation The Security shall be created in the favour of the Debenture Trustee on or before the Deemed Date of Allotment
Representation The representations and warranties of the Company will be set out and Warranties in the Debenture Trust Deed
Event ofDefault All events of default as set out in the Debenture Trust Deed
Upon occurrence of such event of default Debenture Trustee shall (on instruction from the Debenture holders) issue a written notice of default to the Company and grant to the Company a cure period in accordance with the terms of Security Documents
The consequences of an event of default shall be governed_lgtY the provisions in the Security Documents and shall inclu9~~ayfu~i1t of
default interest and enforcement of the Security in the manner specified In the Security Documents including appointment of nominee director(s)
Default Interest An additional interest of 4 pa (four percent per annum) over and Rate above the Interest Rate (as defined hereinafter) (viz the default
interest rate shall be 24 (twenty four percent) payable in relation to the Debentures and the Outstanding Amounts payable In accordance with Security Documents
Registrar and Skyline Financial Services Private Limited Transfer Agent
Compliance All provisions clauses regulations specified by GOISEBIRoCBSE with respect to issue and listing of Redeemable and Secured Non-Convertible Debentures shall be complied with by the Company
Assignment Each Investor may transfer or dispose a part or the whole of its Transferability Debentures without the Companys consent
Governing Law The governing law will be the laws of India and the parties submit to and Jurisdiction the exclusive jurisdiction of the courts in Delhi
~-~---~-~
u c tL ~If) -~~-J bull (
Page 47 of60
ANNEXURE 2 PAYMENT SCHEDULE
Due date
Month 0
Last Day ofMonth 1
Last Day ofMonth 2
Last Day ofMonth 3
Last Day ofMonth 4
Last Day ofMonth 5
Last Day ofMonth 6
Last Day of Month 7
Last Day ofMonth 8
Last Day of Month 9
Last Day of Month 10
Last Day of Month 11
Last Day of Month 12
Last Day of Month 13
Last Day of Month 14
Last Day ofMonth 15
Last Day of Month 16
Last Day of Month 17
Last Day of Month 18
Last Day ofMonth 19
Last Day ofMonth 20
Last Day of Month 21
Last Day of Month 22
Last Day ofMonth 23
Last Day of Month 24
Last Day ofMonth 25
Last Day of Month 26
Last Day ofMonth 27
Outstandino D b t b
e en nre1 su )scrIptlOn amount
I dat mont I en
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
1939393939
1878787879
1818181818
1757575758
1696969697
1636363636
1575757576
1515151515
1454545455
1393939394
1333333333
1272727273
I nterest
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
32323232
31313131
30303030
29292929
28282828
27272727
26262626
25252525
24242424
23232323
22222222
Debenture Payment to I t D b tSll )SCrIP Ion e en nre
t H Idamoun 0 ers
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
60606061 93939394
60606061 92929293
60606061 91919192
60606061 90909091
60606061 89898990
60606061 88888889
60606061 87878788
60606061 86868687
60606061 85858586
60606061 84848485
60606061 83838384
60606061 8~~3 j()gt t~( S( )Page48~60
-
Due date su
Last Day of Month 28
Last Day of Month 29
Last Day of Month 30
Last Day of Month 31
Last Day ofMonth 32
Last Day of Month 33
Last Day of Month 34
Last Day of Month 35
Last Day of Month 36
Last Day of Month 37
Last Day of Month 38
Last Day of Month 39
Last Day of Month 40
Last Day of Month 41
Last Day of Month 42
Last Day of Month 43
Last Day of Month 44
Last Day ofMonth 45
Last Day of Month 46
Last Day of Month 47
Last Day of Tenor
Outstandino D b t b
b ~ t~n ure t SCrIp Ion amoun
t th da mon en
1212121212
1151515152
1090909091
1030303030
969696970
909090909
848484848
787878788
727272727
666666667
606060606
545454545
484848485
424242424
363636364
303030303
242424242
181818182
121212121
60606061
Debentme Payment to Interest subscription
t amoun Debenture
H ld0 ers
21212121 60606061 81818182
20202020 60606061 80808081
19191919 60606061 79797980
18181818 60606061 78787879
17171717 60606061 77777778
16161616 60606061 76767677
15151515 60606061 75757576
14141414 60606061 74747475
13131313 60606061 73737374
12121212 60606061 72727273
11111111 60606061 71717172
10101010 60606061 70707071
9090909 60606061 69696970
8080808 60606061 68686869
7070707 60606061 67676768
6060606 60606061 66666667
5050505 60606061 65656566
4040404 60606061 64646465
3030303 60606061 63636364
2020202 60606061 62626263
1010101 60606061 61616162
The interest payment on the first Due Date shall vary depending on the date onwh~h the
application monies for Debentures arc received til 1~~1
1bull kAij~ lt laquo~~gt ~
-
--
Page 49 of60
ANNEXURE 3
UNDERTAKING BY THE COMPANY
The Company undertakes that bull In the event the Debentures are issued in physical form the Company
shall use a common form of transfer
bull It will provide on a half yearly basis a compliance certificate duly certified by the Debenture Trustee to the Debenture holders in respect of compliance with the terms and conditions of Issue as contained in this Information Memorandum Disclosure Document and
bull Every credit rating obtained shall be periodically reviewed by the Credit Rating Agency and any revision in the rating shall be promptly disclosed by the Company to the Stock Exchange Any change in rating shall be promptly disseminated to Debenture holders and prospective Investors in such manner as the BSE may determine from time to time All information and reports on the Debentures including compliance reports filed by the Company and the Debenture Trustee shall be disseminated to the Debenture holders and the general public by placing them on the website of the Company and shall through the Debenture Trust Deed request the Debenture Trustee to place the same on its website
bull The above Information Memorandum Disclosure Document IS
compliant with all disclosures required to be made for listing of senior non-convertible debentures on a private placement basis on a recognized stock exchange as specified in Schedule I under Regulation 21 of the Securities and Exchange Board of India (Issuing and Listing of Debt Securities) Regulations 2008
laquo~~(~I0~~ For o~InCr ~cture Private Limited
~~WIVijay~
(Chairman)
Page 50 of60
ANNEXURE 4
CREDIT RATING LETTER FROM ICRA LIMITED
Ie R A Limited
Ref DRAT2013-140-362
Mr Sanjay Aggarwal VP - Accounts amp raxation Orris Infrastructure Private Limited J-105 DLF Phase -II MG Road Gurgaon - 122002 Haryana
May 21 2013
Dear Sir
Rc ICRA-assigned Credit Rating for Rs 200 crore NCD Programmc of Orris Infrastructurc l)rivate Limited (instrument details in Annexure)
Please refer to your Rating Requisition dated May 112013 and the subsequent Rating Agreement of May 162013 for carrying out the rating of the aforesaid Bond Programme The Rating Committee
of ICRA after due consideration has assigned a [ICRAIB+ (pronounced as ICM B plus) rating
to the captioned Bond Programme
We would appreciate if you can sign on the duplicate copy of this letter and send it to us within 7
days from the date of this letter as confirmation about the use of the assigned rating The rationale
for assigning the above rating will be sent to you on receipt of your confirmation about the use of our rating as above Any intimation by you about the above rating to any BankerLending
AgencyGovernment AuthoritiesStock Exchange would constitute use of this rating by you
This rating is specific to the terms and conditions of the proposed issue as was indicated to us by you
and any change In the tenns or size of the issue would require the rating to be reviewed by us If
there is any change in the terms and conditions or size of the instrument rated as above the same must be brought to our notice before the issue of the instrument If there is nny such change after the
rating is assigned by us and confirmed to use by you it would be subject to our review and may result in change in the rating assigned
ICRA reserves the right to suspend withdraw or revise the above at any (ime on the basis of new information 01 unav~ilability of information or such other circumstances which ICRA believes may
have an impact on the rating assigned to you
The rating as aforesaid howeVer should not be treated as a recommendation to buy sell or hold the
bonds to be issued by you If the instrument rated as above is not issued by you within a period of 3
BuUding No 5 2 Floor TeL + 91 - 124 - 4545300 wOiosite wwwicraJn Tower A DLF cyber City Fax + 91 - 124 - 4050424 email infoicralndiacom Phase ll Gurgaon 122002
Regd Office 1105 Kailash Building 11 Floor 26 Kastuma Gandhi Marg NeW Delhi - 110001
RATING RES EAR eli INFORMATION
months from the date of this letter communicating the rating the same would stand withdrawn unless
revalidated before the expiry of 3 months
You arc required to forthwith inform us about any default or delay in repayment of intcrest or
principal amount of the instrument mtcd as above or any other debt instruments borrowing Y nu are also required to keep llS forthwith informed of any other devclopments which may have a direct
or indirect impact on the debt servicing capability of the company including any proposal for reshy
schedulement or postponement of the repayment programmes oCthe dues debts of the company with
any lendcr(s) investor(s)
You are required to inform us immediately as and when the borrowing limit for the instrument rated
as above or as prescribed by the regulatory authority (ies) is exceeded
We thank you for your kind cooperation extended during the course of the rating exercise Should
you require any clarification please do not hesitate to get in touch with us
With kind regards
Yours sincerely
for IeRA Limited
-- Iobit Inamdar S (Senior Vice President) (Analyst)
Page 52 of60
Annexure
Details of the bank limits rated by leRA (Rated on long term seale)
Page 53 of60
I eRA limited AIIA~fIiI ofMoltldyIInvllllttmI ~
Ref DRATfl013middot140middot3611
Date August 222013
MI Sanjay AggarwaJ VP - Accounts amp Taxation Orris Infrastructure Private Limited JmiddotIO5 DLF Phasemiddotll MG Road Gurgaonmiddot J22002 Haryana
Dear Sir
Re leRA ruting for Rs 2000 crote NCD Progrumme of Orris Infrastructure Private Umlted
This is with reference to your letter dated August 9 2013 for re-validating your rating for the Rs 200 erore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Boods programme ofyour company and last communicated to you vide QuI letter dated May 212013 stands The other terms and conditions for the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DlRAT12013middot 1410-362 dated May 2013 stands
With kind regards For lCRA Limited
(Senior Vice President)
T~middot + 91middot 124 bull ~ website VWW bulliCfSio fw + 91 124 -~ email info~middoticralndiagtcom
Page 54 of60
Ie R A Lim
Ref DfRAT2013-14O-364
Date October 03 2013
Mr Sanjay Aggarwal VP - Accounts amp Taxation Orris Infrastructure Private Limited J-105 DLF Phasemiddotmiddotll MG Road Gurgaon - 122002 Haryana
Dear Sir
Re ICRA rating for Rs 2000 crOTe NCD Programme of Orris Infrastructure Private Limited
This is with reference to your letter dated September 03 2013 for re-validating your rating for the Rs 200 crore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Bonds programrne of your company and last conununicated to you vide our letter dated August 22 2013 stands The other terrns and conditions fur the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DRATI2QI3middot 14()362 dated May WI3 stands
With kind regards For [eRA Limited
Vi (Senior Vice President)
Buildlng No 2 Iloot Tel + 81 124 - 4545300 websf1e WWWJCf8D
Tower A Cyber Oily Fax + 91 124 bull 4000424 ilImaH lnfoicralfldliLcof1
Phase II Gurgaonmiddot 1~
Regd Offictl noo iltailash Building i 1 Floor 26 KDtwoo Qandhi Marg New Delhi bull 110001
RATING RES EAR C H INfORMATION
Page 55 of60
ANNEXURE 5
CONSENT LETTER FROM DEBENTURE TRUSTEE
Ref No 1750 ITCL JUtmiddots I ru~1 Company Limilt~d
September 30 2013
Orris Infrastructure Private limited (Company) Jmiddot105 OLF PhaSe - 11 MG Road Gurgaon 122002
Kind Attention Mr Vljay Gupta Director
Sub listed Secured Redeemable Non Convertible Debentures (NCDs) aggregating to Rs 200 crs proposed to be issued by the Company on private placement basis
Dear Sirs
This is with reference to our discussion regarding appointment of ILampFS Trust Company limited (ITCL) as Debenture Trustee for the proposedlssue of listed Secured Redeemable NCDsof Rs 1 crore each aggregating to Rs 200 crs to ~ issued by the Company on private placement basis In this regard VIle do hereby give out consent to act as the Debenture Trustee subject to the Company agreeing to the following conditions
1 The Company agrees and undertakes to create the securities over such terms and conditions as detai~d in the signed Information Memorandum as submitted to us and execute the Debenture Trust Deed and other necessary security documents as required
2 The Company agrees amp undertakes to pay Debenture Trustees so long as they hold the office of the De~nture Trustee remuneration as stated in appointment letter dated July 30 2013 for the services as Debenture Trustee in addition to all legal travelling and other costS charges and expenses which the Debenture Trustee or their officers employees or agents rnayiocur in relation to execution of the Debenture Trust Deed and all other documents affecting the Security till the monies in respect of the Debentures have been fully paid-off and the requisite formalities for satisfaction of charge in aU respects have been complied with
3 The Company agrees ft undertakes to comply with the provisions of SEal (Debenture Trustees) Reguliltions 1993 SE61 (Issue and Listing of Debt Securitles) Regulations 2008 SEBICircutar No$EaIIlMOOfgtl1Sondl2oo911 105 dated 11052009 on Simplified Listing Agreement for Debt Securities read with the SEBl Circular No SEBIIIMDDOF-1 tBONDlClr-5120o9 dated the 16th November 2009 the Companies Act 19l)6 ilnd other applicable proviSions I circulars guidelines etc as applicable and amended from time to time and agrees to furnish to Trustees such information in terms of the same on regular basis
Sincerely For ILftFS Trust Company lilDi~d
lL__~~ ~ ~ ~~~ --- ~
Authorized Signatory
lUfFS Finru1 Centre PloINo C 22 G Block 5th Floor Bjr Kurio Complex Bandra (Eastl Mumbamiddotmiddot 40(K)SI INDIA
Bangalor( Office ILEtFSTru1 (ompally Ltdbull ALmiddotLalheef 151 Floor No 2Unioll Slreet Offlnanlry Raad Banglore 5hlX)OI INDIA
New Delhi Offire ILftFSTrusl (ompY tId Amiddot26a lsI Ploor Bhishm Pithamah Marg DefencfCoony New Delhi - 110024 INDIA
Kolkala Offilaquo ILftfSTrusl Company Ltd ILIIFS Constantia lnlflPor n Dr11 lIt Bramachari Street Kolkata bull 700017 INDIA
Page 56 of60
ANNEXURE 6
CONSENT LETTER FROM REGISTRAR AND TRANSFER AGENT i
Skyline Financial Serrr)ices Pvt Ltd SEBI REGISTERED CATEGORY1 REGk)IRARS ampSHARE TRANSfRAtgtENT D153A Ht Floor () nol Area Ph bullbullbullI New Dolhmiddot llO 020 1 9 middot1126812682 2S612~83 EmiddotmaI nOlltyhOaccrn tte-oSi$ wwwSiltyllnfHla_all1
August 29 2013
MrVlneel Kumar Gupta
Sr Manaler Secretarial
Orris InfraSlrucllJre Private Limited
Orris la M G Road
Gurgaoo - 1iG 002 (Hr)
Sub Consent to aet as Registrar to Issue and TfBllSfer Agent
DearSJr
Thls1s in reference 10 YOllr email datild AugJS1 29 2013 We hereby give our consent to act as 21
Registrar to IsSue and Transfer Agent for your propOSed issue of 1O - conveo1ibledebentures Of Rs
20000 Crore (jl1d our name IS Registrar to i$sueandShare Transfer agent may please be included in
Thanking you Y()ursfailhfufy
Vice- President
Page 57 0[60
--
-------
ANNEXURE 7
APPLICA TION FORM
ORRIS INFRASTRUCTURE PRIVATE LIMITED Registered Office RZ-D-5 Mahavir Enclave New Delhi 110045
Corporate Office 1-105 DLF Phase II Mehrauli Gurgaon Gurgaon -122002
Application No ___ Date
Dear Sirs
VWe have read and understood the terms and conditions of issue by Orris Infrastructure Private Limited of senior secured cumulative redeemable Non-Convertible Debentures of face value ~ 10000000 (Rupees One Crores only) having a coupon rate of 20 pa on a private placement basis on the face value aggregating to ~ 2000000000- (Rupees Two Hundred Crores only) (Debenture) contained in the Information Memorandum Disclosure Document dated __2013 VWe bind ourselves to the terms and conditions as contained in the Information Memorandum Disclosure Document and wish to apply for allotment of these Debentures The amount payable on application as shown below is remitted herewith On allotment please place myour name(s) on the Register of Debenture holder(s)
(Please read carefully the instructions on the next page before filling this form)
No of Debentures applied No in figures No in words for
Amount (~)
Detal s I 0 f payment ChequesDemand Date Drawn on Bank DraftlRTGS Details
Applicants Name amp Address in full (please use capital letters)
Pin Code Telephone I Fax Email
I Status Bankin~ Company ( ) Insurance Company ( ) Other ( ) (specify in case of others) Name of Authorized Signatory Designation Signatures Signatoty
Details of Bank Account Bank Name amp Branch Nature ofAccount Account No IFSCINEFT Code middot)---~1
-- --
Depository Details
I1We the undersigned want to hold the Debentures of the Company in the dematerialised fonn Details of myour Beneficiary Account are given below
Depository Participant Name - shy
DPID
Beneficiary Account Number shy
Name of the Applicant
() II We understand that in case of allotment of Debentures to my lour Beneficiary Account as mentioned above would be credited to the extent of Debentures allotted
Taxpayers PAN I GIR No IT CircleIW ardlDistrict ( ) Not Allotted
Tax Deduction Status () Fully ( ) Tax to be ()Yes ONo Exempt deducted at
Source
I1We hereby understand that the Company has not provided and will not provide any material or other infonnation regarding the Debentures except as included in the Infonnation Memorandum Disclosure Document
Signature of the Applicant _________________(Tear here)__________
ACKNOWLEDGEMENT SLIP
Application No Date -- shyReceived From
1shy----------------------~
By ChequelDemand DraftlRTGS No
drawn on towards application for ______ Debentures (Chequesl Demand Drafts are subject to realisation)
For Orris Infrastructure Pvt Ltd
For all further correspondence please contact INFRASTRUCTURE PRIVATE LIMITED Tel +91 124-4979200
Page 59 of60
10
INSTRUCTIONS
You must complete application in full in BLOCK LETTERS IN ENGLISH
2 Your Signatures should be made in English or in any of the Indian languages
3 Application forms duly completed in all respects together with high value Cheques Pay Order Demand Drafts must be lodged at the Orris Infrastructure Private Limited Corporate Office (as provided above)
4 Payments through RTGS shall be made as follows
Beneficiary Account name Orris Infrastructure Private Limited IFSC Code UTIB0000056 Bank Account No 056010200015303 Bank Axis Bank Ltd Branch Sec-14 Gurgaon
5 The Cheque(s)Demand Draft(s) of high value clearing zone should be drawn in favour of ORRIS INFRASTRUCTURE PVT LIMITED and crossed Ale payee only Cheque(s)Demand draft(s) may be drawn on any scheduled bank and payable at Delhi
6 Mr Vineet Gupta as authorised representative of the Company will issue the Acknowledgement Slip (appearing below the Application Form) as acknowledgement of receipt of applications No separate receipt will be issued
7 You should mention your Permanent Account Number or the GIR number allotted under Income- Tax Act 1961 and the Income-Tax CirclelWardlDistrict In case where neither the PAN nor GIR number has been allotted the fact of non-allotment should be mentioned in the application form in the space provided
8 The application would be accepted as per the terms of the issue outlined in the Information Memorandum Disclosure DOC~fii
r1- -~0 gt tl~~ ~gt
j )j~ (~~ ~O
~ shy
Page 60 of60
OTHER REGULATORY AND STATUTORY DISCLOSURES
Stock Exchange Disclaimer Clause It is to be distinctly understood that filing of this Information Memorandum Disclosure Document with the Stock Exchange should not is any way be deemed or construed that the same has been cleared or approved by the Stock exchange The Stock Exchange does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue has been made or for the correctness of the statements made or opinions expressed in this Information MemorandumDisclosure Document
Listing Disclaimer The Debentures are proposed to be listed on the Wholesale Debt Market segment of the BSE The Company shall comply with the requirements of the listing agreement to the extent applicable to it on a continuous basis and shall complete all formalities relating to listing of the Debentures
Companys Disclaimer Clause The Company certifies that the disclosures made in this Information MemorandumDisclosure Document are generally adequate and III
conformity with SEBI Regulations Further the Company accepts no responsibility for statements made otherwise than in the Information MemorandumDisclosure Document or Security Documents or any other material issued by or at the instance of the Company and anyone placing reliance on any source of information other than this Information Memorandum Disclosure Document and the Security Documents would be doing at their own risk and the Company will not be liable for such reliance
Issue of Debentures in Dematerialised Form The Debentures will be issued only in dematerialized form The Issuer has made arrangements with the Depositories for the issue of the Debentures in dematerialized form Investors will have to hold the Debentures in dematerialized form as per the provisions of Depositories Act 1996
Consents ILampFS Trust Company Limited has given its written consent for its appointment as debenture trustee to the Issue under Regulations 4(4) of the SEBI Regulations and inclusion of its name in the form and context in which it appears in this Information Memorandum Disclosure Document __
4ti)~ ~ A )ro)
C
Page 42 of60
ANNEXURE 1 SUMMARY TERM SHEET
--------------------------------------------------------------------------- shyIssuer Orris Infrastructure Private Limited
Instrument Secured Cumulative Redeemable Non-Convertible Debentures
Total number of 200 NCDs Face Value ~ 10000000- (Rupees One Crore only) per Debenture
Issue Size ~ 2000000000- (Rupees Two Hundred Crores only)
Issue Price At its face value ie ~ 10000000- (Rupees One Crore only) per Debenture
Mode of Private Placement Placement Object of the The proceeds from the issue shall be utilized for the general Issue corporate purposes of the Company
Form of listed Dematerialised issuance Deemed Date of 23-10-2013 or any other date as decided by the Issuer Allotment
Tenor 48 (forty eight) months from the Deemed Date of Allotment
Redemption After expiry of the Moratorium Period the Issuer shall redeem the Debentures in equal monthly installments over a period of 33 (thirty three) months on each Due Date subject to premature redemption as permitted under the Debenture Trust Deed
Moratorium Period of 15 (Fifteen) months from the Deemed Date of Allotment Period Interest Rate Interest will be payable at the interest rate of 20 (Twenty percent)
per annum payable monthly on the Outstanding Amounts as per the Payment Schedule (refer Annexure 2 to this Information Memorandum Disclosure Document)
The first installment for interest payment shall also include an additional amount equivalent to 125 (one point two five percent) of the issue size (excluding any applicable taxes) to the Debenture holders in proportion to the Debentures held by them
Market Lot One (1) Debenture
Minimum Application
Early Repayment
Escrow Mechanism
------shy
Subject to the conditions specified in the Debenture Trust Deed (Premature Redemption) the Issuer shall have a onetime option to prematurely redeem in a single tranche and not exceeding 25 (twenty five) of the outstanding Debenture Principal Amount at any time after expiry of the 24 (twenty four) months from the Deemed Date of Allotment till the expiry of 30 (Thirty) months of the Deemed Date of Allotment (Premature Redemption Period) The Premature Redemption shall be exercised in a single tranche and shall be subject to fulfillment of each of the following conditions that the Company prematurely redeems Debentures equivalent to an amount in the multiples of ~ 50000000- (Rupees Five Crores Only) with the minimum amount being ~ 150000000- (Rupees Fifteen Crores Only) for redemption in excess of the amounts permitted for Premature Redemption as specified above the Issuer shall pay a premature redemption premium of 2 (two percent) on the amount being redeemed and paid by the Issuer plus applicable service tax or other statutory levy if any subject to deduction of income tax at the rate prescribed under the Income Tax Act 1961 (Premature Redemption Premium) subject to the Escrow Mechanism below the Issuer shall have the option to prematurely redeem the Debentures after the expiry of the Premature Redemption Period without paying any Premature Redemption Premium provided such amounts are in accordance with sub-clause (a) above and any redemption of Debentures by the Issuer in accordance with this Deed shall be proportionate redemption of all the Debentures together through reduction in face value of each Debenture Further the redemption of the Debentures may be carried out in accordance with the Escrow Mechanism mentioned below
All receivables from the Project will be deposited by the Company in an Escrow Account All monies deposited in the Escrow Account shall be utilized in following order Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal with respect to the Debentures Only upon satisfaction of the requirement of (1) and (2) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account towards withdrawal of upto ~ 900000000 (Rupees Ninety Crores only) by the Company After withdrawal of ~ 900000000 (Rupees Ninety Crores only) by the Company
Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal witl]_x~secttyct to
-_8f~~the Debentures (f~X-~~~
~ ) Page 44 amp1 ~____~i
--------------------------------------- -- -------------
Debt Service Reserve Account (DSRA)
Put Option
Issue open on
Issue closed on
Basis for Interest calculation
Listing
Depository
Credit Rating
Security
Only upon satisfaction of the requirement of (a) and (b) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account 60 (Sixty percent) of any further monies in the Escrow Account shall be used to accelerate the redemption of the Debentures and the remaining 40 shall be withdrawn by the Company
Shall mean an amount being not less than ~ 60000000 (Rupees Six Crores only) to be maintained by the Company in the Escrow Account at all times
In the event of a default as defined iIi the Debenture Trust Deed the Debenture Trustee (on instructions from the Debenture holders) can exercise a put option on the Promoters to buy back the entire outstanding Debentures
04-10-2013 or any other date as decided by the Issuer
23-10-2013 or any other date as decided by the Issuer
Interest payable on the Debentures shall accrue on a day to day basis and shall be computed on the basis of 365 (Three Hundred Sixty Five) days divided equally for each of the twelve calendar months
At the WDM segment of the BSE
NSDL and CDSL
ICRA B+ by ICRA Limited
The Debentures together with any interest accrued thereon and outstanding amounts Debenture Trustees remuneration and all costs charges expenses and all other monies due in respect of the Debentures shall be secured by
First and exclusive charge on all Project Receivables through the Deed of Hypothecation together with the Escrow Agreement and such charge will be superior to any other claims on the Project Receivables First and exclusive charge on all amounts lying to the credit of the Escrow Account under the Deed of Hypothecation First and exclusive charge by way of equitable mortgage on the Commercial Property (Mortgaged Property) through execution of a registered Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property in favour of the Debenture Trustee together with a declaration cum undertaking from CDPL declaring the creation of mortgage by deposit of titly-~Si~6d~~ the
I-SI ~~
Page 4~60
----------------------------------------------------------------------------------Commercial Property in terms of the memorandum of entry Equitable mortgage and exclusive charge over FSI equivalent to 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of the Commercial Project together with all the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
Exclusive charge over all the rights title interest benefits claims demands of any nature whatsoever of the Company under andor in respect of the CDPL Collaboration Agreements for development and construction of the Commercial Colony and the entire FSI in the Commercial Project along with proportionate undivided interest in the underlying land and without limitation the following the right to compel performance thereunder and to substitute or be substituted for the Company thereunder and to substitute and be substituted thereunder for the Company thereunder and to commence and conduct either in the name of the Company or in its own name or otherwise any proceedings against any person in respect of any breach of the CDPL Collaboration Agreements and all claims of the Company including in any proceedings against all or any such persons to any amounts owing to or received by the Company thereunder and the rights and benefits of all Approvals to the extent capable of assignment together with the right to further assign any of the CDPL Collaboration Agreements and such Approvals to any Person Pledge of shares representing the entire issued and paid up share capital of CDPL under the Deed of Pledge Personal Guarantee of Sh Vijay Gupta Sh Amit Gupta and Smt Kusum Gupta and Cheques
Security Creation The Security shall be created in the favour of the Debenture Trustee on or before the Deemed Date of Allotment
Representation The representations and warranties of the Company will be set out and Warranties in the Debenture Trust Deed
Event ofDefault All events of default as set out in the Debenture Trust Deed
Upon occurrence of such event of default Debenture Trustee shall (on instruction from the Debenture holders) issue a written notice of default to the Company and grant to the Company a cure period in accordance with the terms of Security Documents
The consequences of an event of default shall be governed_lgtY the provisions in the Security Documents and shall inclu9~~ayfu~i1t of
default interest and enforcement of the Security in the manner specified In the Security Documents including appointment of nominee director(s)
Default Interest An additional interest of 4 pa (four percent per annum) over and Rate above the Interest Rate (as defined hereinafter) (viz the default
interest rate shall be 24 (twenty four percent) payable in relation to the Debentures and the Outstanding Amounts payable In accordance with Security Documents
Registrar and Skyline Financial Services Private Limited Transfer Agent
Compliance All provisions clauses regulations specified by GOISEBIRoCBSE with respect to issue and listing of Redeemable and Secured Non-Convertible Debentures shall be complied with by the Company
Assignment Each Investor may transfer or dispose a part or the whole of its Transferability Debentures without the Companys consent
Governing Law The governing law will be the laws of India and the parties submit to and Jurisdiction the exclusive jurisdiction of the courts in Delhi
~-~---~-~
u c tL ~If) -~~-J bull (
Page 47 of60
ANNEXURE 2 PAYMENT SCHEDULE
Due date
Month 0
Last Day ofMonth 1
Last Day ofMonth 2
Last Day ofMonth 3
Last Day ofMonth 4
Last Day ofMonth 5
Last Day ofMonth 6
Last Day of Month 7
Last Day ofMonth 8
Last Day of Month 9
Last Day of Month 10
Last Day of Month 11
Last Day of Month 12
Last Day of Month 13
Last Day of Month 14
Last Day ofMonth 15
Last Day of Month 16
Last Day of Month 17
Last Day of Month 18
Last Day ofMonth 19
Last Day ofMonth 20
Last Day of Month 21
Last Day of Month 22
Last Day ofMonth 23
Last Day of Month 24
Last Day ofMonth 25
Last Day of Month 26
Last Day ofMonth 27
Outstandino D b t b
e en nre1 su )scrIptlOn amount
I dat mont I en
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
1939393939
1878787879
1818181818
1757575758
1696969697
1636363636
1575757576
1515151515
1454545455
1393939394
1333333333
1272727273
I nterest
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
32323232
31313131
30303030
29292929
28282828
27272727
26262626
25252525
24242424
23232323
22222222
Debenture Payment to I t D b tSll )SCrIP Ion e en nre
t H Idamoun 0 ers
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
60606061 93939394
60606061 92929293
60606061 91919192
60606061 90909091
60606061 89898990
60606061 88888889
60606061 87878788
60606061 86868687
60606061 85858586
60606061 84848485
60606061 83838384
60606061 8~~3 j()gt t~( S( )Page48~60
-
Due date su
Last Day of Month 28
Last Day of Month 29
Last Day of Month 30
Last Day of Month 31
Last Day ofMonth 32
Last Day of Month 33
Last Day of Month 34
Last Day of Month 35
Last Day of Month 36
Last Day of Month 37
Last Day of Month 38
Last Day of Month 39
Last Day of Month 40
Last Day of Month 41
Last Day of Month 42
Last Day of Month 43
Last Day of Month 44
Last Day ofMonth 45
Last Day of Month 46
Last Day of Month 47
Last Day of Tenor
Outstandino D b t b
b ~ t~n ure t SCrIp Ion amoun
t th da mon en
1212121212
1151515152
1090909091
1030303030
969696970
909090909
848484848
787878788
727272727
666666667
606060606
545454545
484848485
424242424
363636364
303030303
242424242
181818182
121212121
60606061
Debentme Payment to Interest subscription
t amoun Debenture
H ld0 ers
21212121 60606061 81818182
20202020 60606061 80808081
19191919 60606061 79797980
18181818 60606061 78787879
17171717 60606061 77777778
16161616 60606061 76767677
15151515 60606061 75757576
14141414 60606061 74747475
13131313 60606061 73737374
12121212 60606061 72727273
11111111 60606061 71717172
10101010 60606061 70707071
9090909 60606061 69696970
8080808 60606061 68686869
7070707 60606061 67676768
6060606 60606061 66666667
5050505 60606061 65656566
4040404 60606061 64646465
3030303 60606061 63636364
2020202 60606061 62626263
1010101 60606061 61616162
The interest payment on the first Due Date shall vary depending on the date onwh~h the
application monies for Debentures arc received til 1~~1
1bull kAij~ lt laquo~~gt ~
-
--
Page 49 of60
ANNEXURE 3
UNDERTAKING BY THE COMPANY
The Company undertakes that bull In the event the Debentures are issued in physical form the Company
shall use a common form of transfer
bull It will provide on a half yearly basis a compliance certificate duly certified by the Debenture Trustee to the Debenture holders in respect of compliance with the terms and conditions of Issue as contained in this Information Memorandum Disclosure Document and
bull Every credit rating obtained shall be periodically reviewed by the Credit Rating Agency and any revision in the rating shall be promptly disclosed by the Company to the Stock Exchange Any change in rating shall be promptly disseminated to Debenture holders and prospective Investors in such manner as the BSE may determine from time to time All information and reports on the Debentures including compliance reports filed by the Company and the Debenture Trustee shall be disseminated to the Debenture holders and the general public by placing them on the website of the Company and shall through the Debenture Trust Deed request the Debenture Trustee to place the same on its website
bull The above Information Memorandum Disclosure Document IS
compliant with all disclosures required to be made for listing of senior non-convertible debentures on a private placement basis on a recognized stock exchange as specified in Schedule I under Regulation 21 of the Securities and Exchange Board of India (Issuing and Listing of Debt Securities) Regulations 2008
laquo~~(~I0~~ For o~InCr ~cture Private Limited
~~WIVijay~
(Chairman)
Page 50 of60
ANNEXURE 4
CREDIT RATING LETTER FROM ICRA LIMITED
Ie R A Limited
Ref DRAT2013-140-362
Mr Sanjay Aggarwal VP - Accounts amp raxation Orris Infrastructure Private Limited J-105 DLF Phase -II MG Road Gurgaon - 122002 Haryana
May 21 2013
Dear Sir
Rc ICRA-assigned Credit Rating for Rs 200 crore NCD Programmc of Orris Infrastructurc l)rivate Limited (instrument details in Annexure)
Please refer to your Rating Requisition dated May 112013 and the subsequent Rating Agreement of May 162013 for carrying out the rating of the aforesaid Bond Programme The Rating Committee
of ICRA after due consideration has assigned a [ICRAIB+ (pronounced as ICM B plus) rating
to the captioned Bond Programme
We would appreciate if you can sign on the duplicate copy of this letter and send it to us within 7
days from the date of this letter as confirmation about the use of the assigned rating The rationale
for assigning the above rating will be sent to you on receipt of your confirmation about the use of our rating as above Any intimation by you about the above rating to any BankerLending
AgencyGovernment AuthoritiesStock Exchange would constitute use of this rating by you
This rating is specific to the terms and conditions of the proposed issue as was indicated to us by you
and any change In the tenns or size of the issue would require the rating to be reviewed by us If
there is any change in the terms and conditions or size of the instrument rated as above the same must be brought to our notice before the issue of the instrument If there is nny such change after the
rating is assigned by us and confirmed to use by you it would be subject to our review and may result in change in the rating assigned
ICRA reserves the right to suspend withdraw or revise the above at any (ime on the basis of new information 01 unav~ilability of information or such other circumstances which ICRA believes may
have an impact on the rating assigned to you
The rating as aforesaid howeVer should not be treated as a recommendation to buy sell or hold the
bonds to be issued by you If the instrument rated as above is not issued by you within a period of 3
BuUding No 5 2 Floor TeL + 91 - 124 - 4545300 wOiosite wwwicraJn Tower A DLF cyber City Fax + 91 - 124 - 4050424 email infoicralndiacom Phase ll Gurgaon 122002
Regd Office 1105 Kailash Building 11 Floor 26 Kastuma Gandhi Marg NeW Delhi - 110001
RATING RES EAR eli INFORMATION
months from the date of this letter communicating the rating the same would stand withdrawn unless
revalidated before the expiry of 3 months
You arc required to forthwith inform us about any default or delay in repayment of intcrest or
principal amount of the instrument mtcd as above or any other debt instruments borrowing Y nu are also required to keep llS forthwith informed of any other devclopments which may have a direct
or indirect impact on the debt servicing capability of the company including any proposal for reshy
schedulement or postponement of the repayment programmes oCthe dues debts of the company with
any lendcr(s) investor(s)
You are required to inform us immediately as and when the borrowing limit for the instrument rated
as above or as prescribed by the regulatory authority (ies) is exceeded
We thank you for your kind cooperation extended during the course of the rating exercise Should
you require any clarification please do not hesitate to get in touch with us
With kind regards
Yours sincerely
for IeRA Limited
-- Iobit Inamdar S (Senior Vice President) (Analyst)
Page 52 of60
Annexure
Details of the bank limits rated by leRA (Rated on long term seale)
Page 53 of60
I eRA limited AIIA~fIiI ofMoltldyIInvllllttmI ~
Ref DRATfl013middot140middot3611
Date August 222013
MI Sanjay AggarwaJ VP - Accounts amp Taxation Orris Infrastructure Private Limited JmiddotIO5 DLF Phasemiddotll MG Road Gurgaonmiddot J22002 Haryana
Dear Sir
Re leRA ruting for Rs 2000 crote NCD Progrumme of Orris Infrastructure Private Umlted
This is with reference to your letter dated August 9 2013 for re-validating your rating for the Rs 200 erore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Boods programme ofyour company and last communicated to you vide QuI letter dated May 212013 stands The other terms and conditions for the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DlRAT12013middot 1410-362 dated May 2013 stands
With kind regards For lCRA Limited
(Senior Vice President)
T~middot + 91middot 124 bull ~ website VWW bulliCfSio fw + 91 124 -~ email info~middoticralndiagtcom
Page 54 of60
Ie R A Lim
Ref DfRAT2013-14O-364
Date October 03 2013
Mr Sanjay Aggarwal VP - Accounts amp Taxation Orris Infrastructure Private Limited J-105 DLF Phasemiddotmiddotll MG Road Gurgaon - 122002 Haryana
Dear Sir
Re ICRA rating for Rs 2000 crOTe NCD Programme of Orris Infrastructure Private Limited
This is with reference to your letter dated September 03 2013 for re-validating your rating for the Rs 200 crore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Bonds programrne of your company and last conununicated to you vide our letter dated August 22 2013 stands The other terrns and conditions fur the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DRATI2QI3middot 14()362 dated May WI3 stands
With kind regards For [eRA Limited
Vi (Senior Vice President)
Buildlng No 2 Iloot Tel + 81 124 - 4545300 websf1e WWWJCf8D
Tower A Cyber Oily Fax + 91 124 bull 4000424 ilImaH lnfoicralfldliLcof1
Phase II Gurgaonmiddot 1~
Regd Offictl noo iltailash Building i 1 Floor 26 KDtwoo Qandhi Marg New Delhi bull 110001
RATING RES EAR C H INfORMATION
Page 55 of60
ANNEXURE 5
CONSENT LETTER FROM DEBENTURE TRUSTEE
Ref No 1750 ITCL JUtmiddots I ru~1 Company Limilt~d
September 30 2013
Orris Infrastructure Private limited (Company) Jmiddot105 OLF PhaSe - 11 MG Road Gurgaon 122002
Kind Attention Mr Vljay Gupta Director
Sub listed Secured Redeemable Non Convertible Debentures (NCDs) aggregating to Rs 200 crs proposed to be issued by the Company on private placement basis
Dear Sirs
This is with reference to our discussion regarding appointment of ILampFS Trust Company limited (ITCL) as Debenture Trustee for the proposedlssue of listed Secured Redeemable NCDsof Rs 1 crore each aggregating to Rs 200 crs to ~ issued by the Company on private placement basis In this regard VIle do hereby give out consent to act as the Debenture Trustee subject to the Company agreeing to the following conditions
1 The Company agrees and undertakes to create the securities over such terms and conditions as detai~d in the signed Information Memorandum as submitted to us and execute the Debenture Trust Deed and other necessary security documents as required
2 The Company agrees amp undertakes to pay Debenture Trustees so long as they hold the office of the De~nture Trustee remuneration as stated in appointment letter dated July 30 2013 for the services as Debenture Trustee in addition to all legal travelling and other costS charges and expenses which the Debenture Trustee or their officers employees or agents rnayiocur in relation to execution of the Debenture Trust Deed and all other documents affecting the Security till the monies in respect of the Debentures have been fully paid-off and the requisite formalities for satisfaction of charge in aU respects have been complied with
3 The Company agrees ft undertakes to comply with the provisions of SEal (Debenture Trustees) Reguliltions 1993 SE61 (Issue and Listing of Debt Securitles) Regulations 2008 SEBICircutar No$EaIIlMOOfgtl1Sondl2oo911 105 dated 11052009 on Simplified Listing Agreement for Debt Securities read with the SEBl Circular No SEBIIIMDDOF-1 tBONDlClr-5120o9 dated the 16th November 2009 the Companies Act 19l)6 ilnd other applicable proviSions I circulars guidelines etc as applicable and amended from time to time and agrees to furnish to Trustees such information in terms of the same on regular basis
Sincerely For ILftFS Trust Company lilDi~d
lL__~~ ~ ~ ~~~ --- ~
Authorized Signatory
lUfFS Finru1 Centre PloINo C 22 G Block 5th Floor Bjr Kurio Complex Bandra (Eastl Mumbamiddotmiddot 40(K)SI INDIA
Bangalor( Office ILEtFSTru1 (ompally Ltdbull ALmiddotLalheef 151 Floor No 2Unioll Slreet Offlnanlry Raad Banglore 5hlX)OI INDIA
New Delhi Offire ILftFSTrusl (ompY tId Amiddot26a lsI Ploor Bhishm Pithamah Marg DefencfCoony New Delhi - 110024 INDIA
Kolkala Offilaquo ILftfSTrusl Company Ltd ILIIFS Constantia lnlflPor n Dr11 lIt Bramachari Street Kolkata bull 700017 INDIA
Page 56 of60
ANNEXURE 6
CONSENT LETTER FROM REGISTRAR AND TRANSFER AGENT i
Skyline Financial Serrr)ices Pvt Ltd SEBI REGISTERED CATEGORY1 REGk)IRARS ampSHARE TRANSfRAtgtENT D153A Ht Floor () nol Area Ph bullbullbullI New Dolhmiddot llO 020 1 9 middot1126812682 2S612~83 EmiddotmaI nOlltyhOaccrn tte-oSi$ wwwSiltyllnfHla_all1
August 29 2013
MrVlneel Kumar Gupta
Sr Manaler Secretarial
Orris InfraSlrucllJre Private Limited
Orris la M G Road
Gurgaoo - 1iG 002 (Hr)
Sub Consent to aet as Registrar to Issue and TfBllSfer Agent
DearSJr
Thls1s in reference 10 YOllr email datild AugJS1 29 2013 We hereby give our consent to act as 21
Registrar to IsSue and Transfer Agent for your propOSed issue of 1O - conveo1ibledebentures Of Rs
20000 Crore (jl1d our name IS Registrar to i$sueandShare Transfer agent may please be included in
Thanking you Y()ursfailhfufy
Vice- President
Page 57 0[60
--
-------
ANNEXURE 7
APPLICA TION FORM
ORRIS INFRASTRUCTURE PRIVATE LIMITED Registered Office RZ-D-5 Mahavir Enclave New Delhi 110045
Corporate Office 1-105 DLF Phase II Mehrauli Gurgaon Gurgaon -122002
Application No ___ Date
Dear Sirs
VWe have read and understood the terms and conditions of issue by Orris Infrastructure Private Limited of senior secured cumulative redeemable Non-Convertible Debentures of face value ~ 10000000 (Rupees One Crores only) having a coupon rate of 20 pa on a private placement basis on the face value aggregating to ~ 2000000000- (Rupees Two Hundred Crores only) (Debenture) contained in the Information Memorandum Disclosure Document dated __2013 VWe bind ourselves to the terms and conditions as contained in the Information Memorandum Disclosure Document and wish to apply for allotment of these Debentures The amount payable on application as shown below is remitted herewith On allotment please place myour name(s) on the Register of Debenture holder(s)
(Please read carefully the instructions on the next page before filling this form)
No of Debentures applied No in figures No in words for
Amount (~)
Detal s I 0 f payment ChequesDemand Date Drawn on Bank DraftlRTGS Details
Applicants Name amp Address in full (please use capital letters)
Pin Code Telephone I Fax Email
I Status Bankin~ Company ( ) Insurance Company ( ) Other ( ) (specify in case of others) Name of Authorized Signatory Designation Signatures Signatoty
Details of Bank Account Bank Name amp Branch Nature ofAccount Account No IFSCINEFT Code middot)---~1
-- --
Depository Details
I1We the undersigned want to hold the Debentures of the Company in the dematerialised fonn Details of myour Beneficiary Account are given below
Depository Participant Name - shy
DPID
Beneficiary Account Number shy
Name of the Applicant
() II We understand that in case of allotment of Debentures to my lour Beneficiary Account as mentioned above would be credited to the extent of Debentures allotted
Taxpayers PAN I GIR No IT CircleIW ardlDistrict ( ) Not Allotted
Tax Deduction Status () Fully ( ) Tax to be ()Yes ONo Exempt deducted at
Source
I1We hereby understand that the Company has not provided and will not provide any material or other infonnation regarding the Debentures except as included in the Infonnation Memorandum Disclosure Document
Signature of the Applicant _________________(Tear here)__________
ACKNOWLEDGEMENT SLIP
Application No Date -- shyReceived From
1shy----------------------~
By ChequelDemand DraftlRTGS No
drawn on towards application for ______ Debentures (Chequesl Demand Drafts are subject to realisation)
For Orris Infrastructure Pvt Ltd
For all further correspondence please contact INFRASTRUCTURE PRIVATE LIMITED Tel +91 124-4979200
Page 59 of60
10
INSTRUCTIONS
You must complete application in full in BLOCK LETTERS IN ENGLISH
2 Your Signatures should be made in English or in any of the Indian languages
3 Application forms duly completed in all respects together with high value Cheques Pay Order Demand Drafts must be lodged at the Orris Infrastructure Private Limited Corporate Office (as provided above)
4 Payments through RTGS shall be made as follows
Beneficiary Account name Orris Infrastructure Private Limited IFSC Code UTIB0000056 Bank Account No 056010200015303 Bank Axis Bank Ltd Branch Sec-14 Gurgaon
5 The Cheque(s)Demand Draft(s) of high value clearing zone should be drawn in favour of ORRIS INFRASTRUCTURE PVT LIMITED and crossed Ale payee only Cheque(s)Demand draft(s) may be drawn on any scheduled bank and payable at Delhi
6 Mr Vineet Gupta as authorised representative of the Company will issue the Acknowledgement Slip (appearing below the Application Form) as acknowledgement of receipt of applications No separate receipt will be issued
7 You should mention your Permanent Account Number or the GIR number allotted under Income- Tax Act 1961 and the Income-Tax CirclelWardlDistrict In case where neither the PAN nor GIR number has been allotted the fact of non-allotment should be mentioned in the application form in the space provided
8 The application would be accepted as per the terms of the issue outlined in the Information Memorandum Disclosure DOC~fii
r1- -~0 gt tl~~ ~gt
j )j~ (~~ ~O
~ shy
Page 60 of60
ANNEXURE 1 SUMMARY TERM SHEET
--------------------------------------------------------------------------- shyIssuer Orris Infrastructure Private Limited
Instrument Secured Cumulative Redeemable Non-Convertible Debentures
Total number of 200 NCDs Face Value ~ 10000000- (Rupees One Crore only) per Debenture
Issue Size ~ 2000000000- (Rupees Two Hundred Crores only)
Issue Price At its face value ie ~ 10000000- (Rupees One Crore only) per Debenture
Mode of Private Placement Placement Object of the The proceeds from the issue shall be utilized for the general Issue corporate purposes of the Company
Form of listed Dematerialised issuance Deemed Date of 23-10-2013 or any other date as decided by the Issuer Allotment
Tenor 48 (forty eight) months from the Deemed Date of Allotment
Redemption After expiry of the Moratorium Period the Issuer shall redeem the Debentures in equal monthly installments over a period of 33 (thirty three) months on each Due Date subject to premature redemption as permitted under the Debenture Trust Deed
Moratorium Period of 15 (Fifteen) months from the Deemed Date of Allotment Period Interest Rate Interest will be payable at the interest rate of 20 (Twenty percent)
per annum payable monthly on the Outstanding Amounts as per the Payment Schedule (refer Annexure 2 to this Information Memorandum Disclosure Document)
The first installment for interest payment shall also include an additional amount equivalent to 125 (one point two five percent) of the issue size (excluding any applicable taxes) to the Debenture holders in proportion to the Debentures held by them
Market Lot One (1) Debenture
Minimum Application
Early Repayment
Escrow Mechanism
------shy
Subject to the conditions specified in the Debenture Trust Deed (Premature Redemption) the Issuer shall have a onetime option to prematurely redeem in a single tranche and not exceeding 25 (twenty five) of the outstanding Debenture Principal Amount at any time after expiry of the 24 (twenty four) months from the Deemed Date of Allotment till the expiry of 30 (Thirty) months of the Deemed Date of Allotment (Premature Redemption Period) The Premature Redemption shall be exercised in a single tranche and shall be subject to fulfillment of each of the following conditions that the Company prematurely redeems Debentures equivalent to an amount in the multiples of ~ 50000000- (Rupees Five Crores Only) with the minimum amount being ~ 150000000- (Rupees Fifteen Crores Only) for redemption in excess of the amounts permitted for Premature Redemption as specified above the Issuer shall pay a premature redemption premium of 2 (two percent) on the amount being redeemed and paid by the Issuer plus applicable service tax or other statutory levy if any subject to deduction of income tax at the rate prescribed under the Income Tax Act 1961 (Premature Redemption Premium) subject to the Escrow Mechanism below the Issuer shall have the option to prematurely redeem the Debentures after the expiry of the Premature Redemption Period without paying any Premature Redemption Premium provided such amounts are in accordance with sub-clause (a) above and any redemption of Debentures by the Issuer in accordance with this Deed shall be proportionate redemption of all the Debentures together through reduction in face value of each Debenture Further the redemption of the Debentures may be carried out in accordance with the Escrow Mechanism mentioned below
All receivables from the Project will be deposited by the Company in an Escrow Account All monies deposited in the Escrow Account shall be utilized in following order Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal with respect to the Debentures Only upon satisfaction of the requirement of (1) and (2) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account towards withdrawal of upto ~ 900000000 (Rupees Ninety Crores only) by the Company After withdrawal of ~ 900000000 (Rupees Ninety Crores only) by the Company
Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal witl]_x~secttyct to
-_8f~~the Debentures (f~X-~~~
~ ) Page 44 amp1 ~____~i
--------------------------------------- -- -------------
Debt Service Reserve Account (DSRA)
Put Option
Issue open on
Issue closed on
Basis for Interest calculation
Listing
Depository
Credit Rating
Security
Only upon satisfaction of the requirement of (a) and (b) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account 60 (Sixty percent) of any further monies in the Escrow Account shall be used to accelerate the redemption of the Debentures and the remaining 40 shall be withdrawn by the Company
Shall mean an amount being not less than ~ 60000000 (Rupees Six Crores only) to be maintained by the Company in the Escrow Account at all times
In the event of a default as defined iIi the Debenture Trust Deed the Debenture Trustee (on instructions from the Debenture holders) can exercise a put option on the Promoters to buy back the entire outstanding Debentures
04-10-2013 or any other date as decided by the Issuer
23-10-2013 or any other date as decided by the Issuer
Interest payable on the Debentures shall accrue on a day to day basis and shall be computed on the basis of 365 (Three Hundred Sixty Five) days divided equally for each of the twelve calendar months
At the WDM segment of the BSE
NSDL and CDSL
ICRA B+ by ICRA Limited
The Debentures together with any interest accrued thereon and outstanding amounts Debenture Trustees remuneration and all costs charges expenses and all other monies due in respect of the Debentures shall be secured by
First and exclusive charge on all Project Receivables through the Deed of Hypothecation together with the Escrow Agreement and such charge will be superior to any other claims on the Project Receivables First and exclusive charge on all amounts lying to the credit of the Escrow Account under the Deed of Hypothecation First and exclusive charge by way of equitable mortgage on the Commercial Property (Mortgaged Property) through execution of a registered Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property in favour of the Debenture Trustee together with a declaration cum undertaking from CDPL declaring the creation of mortgage by deposit of titly-~Si~6d~~ the
I-SI ~~
Page 4~60
----------------------------------------------------------------------------------Commercial Property in terms of the memorandum of entry Equitable mortgage and exclusive charge over FSI equivalent to 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of the Commercial Project together with all the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
Exclusive charge over all the rights title interest benefits claims demands of any nature whatsoever of the Company under andor in respect of the CDPL Collaboration Agreements for development and construction of the Commercial Colony and the entire FSI in the Commercial Project along with proportionate undivided interest in the underlying land and without limitation the following the right to compel performance thereunder and to substitute or be substituted for the Company thereunder and to substitute and be substituted thereunder for the Company thereunder and to commence and conduct either in the name of the Company or in its own name or otherwise any proceedings against any person in respect of any breach of the CDPL Collaboration Agreements and all claims of the Company including in any proceedings against all or any such persons to any amounts owing to or received by the Company thereunder and the rights and benefits of all Approvals to the extent capable of assignment together with the right to further assign any of the CDPL Collaboration Agreements and such Approvals to any Person Pledge of shares representing the entire issued and paid up share capital of CDPL under the Deed of Pledge Personal Guarantee of Sh Vijay Gupta Sh Amit Gupta and Smt Kusum Gupta and Cheques
Security Creation The Security shall be created in the favour of the Debenture Trustee on or before the Deemed Date of Allotment
Representation The representations and warranties of the Company will be set out and Warranties in the Debenture Trust Deed
Event ofDefault All events of default as set out in the Debenture Trust Deed
Upon occurrence of such event of default Debenture Trustee shall (on instruction from the Debenture holders) issue a written notice of default to the Company and grant to the Company a cure period in accordance with the terms of Security Documents
The consequences of an event of default shall be governed_lgtY the provisions in the Security Documents and shall inclu9~~ayfu~i1t of
default interest and enforcement of the Security in the manner specified In the Security Documents including appointment of nominee director(s)
Default Interest An additional interest of 4 pa (four percent per annum) over and Rate above the Interest Rate (as defined hereinafter) (viz the default
interest rate shall be 24 (twenty four percent) payable in relation to the Debentures and the Outstanding Amounts payable In accordance with Security Documents
Registrar and Skyline Financial Services Private Limited Transfer Agent
Compliance All provisions clauses regulations specified by GOISEBIRoCBSE with respect to issue and listing of Redeemable and Secured Non-Convertible Debentures shall be complied with by the Company
Assignment Each Investor may transfer or dispose a part or the whole of its Transferability Debentures without the Companys consent
Governing Law The governing law will be the laws of India and the parties submit to and Jurisdiction the exclusive jurisdiction of the courts in Delhi
~-~---~-~
u c tL ~If) -~~-J bull (
Page 47 of60
ANNEXURE 2 PAYMENT SCHEDULE
Due date
Month 0
Last Day ofMonth 1
Last Day ofMonth 2
Last Day ofMonth 3
Last Day ofMonth 4
Last Day ofMonth 5
Last Day ofMonth 6
Last Day of Month 7
Last Day ofMonth 8
Last Day of Month 9
Last Day of Month 10
Last Day of Month 11
Last Day of Month 12
Last Day of Month 13
Last Day of Month 14
Last Day ofMonth 15
Last Day of Month 16
Last Day of Month 17
Last Day of Month 18
Last Day ofMonth 19
Last Day ofMonth 20
Last Day of Month 21
Last Day of Month 22
Last Day ofMonth 23
Last Day of Month 24
Last Day ofMonth 25
Last Day of Month 26
Last Day ofMonth 27
Outstandino D b t b
e en nre1 su )scrIptlOn amount
I dat mont I en
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
1939393939
1878787879
1818181818
1757575758
1696969697
1636363636
1575757576
1515151515
1454545455
1393939394
1333333333
1272727273
I nterest
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
32323232
31313131
30303030
29292929
28282828
27272727
26262626
25252525
24242424
23232323
22222222
Debenture Payment to I t D b tSll )SCrIP Ion e en nre
t H Idamoun 0 ers
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
60606061 93939394
60606061 92929293
60606061 91919192
60606061 90909091
60606061 89898990
60606061 88888889
60606061 87878788
60606061 86868687
60606061 85858586
60606061 84848485
60606061 83838384
60606061 8~~3 j()gt t~( S( )Page48~60
-
Due date su
Last Day of Month 28
Last Day of Month 29
Last Day of Month 30
Last Day of Month 31
Last Day ofMonth 32
Last Day of Month 33
Last Day of Month 34
Last Day of Month 35
Last Day of Month 36
Last Day of Month 37
Last Day of Month 38
Last Day of Month 39
Last Day of Month 40
Last Day of Month 41
Last Day of Month 42
Last Day of Month 43
Last Day of Month 44
Last Day ofMonth 45
Last Day of Month 46
Last Day of Month 47
Last Day of Tenor
Outstandino D b t b
b ~ t~n ure t SCrIp Ion amoun
t th da mon en
1212121212
1151515152
1090909091
1030303030
969696970
909090909
848484848
787878788
727272727
666666667
606060606
545454545
484848485
424242424
363636364
303030303
242424242
181818182
121212121
60606061
Debentme Payment to Interest subscription
t amoun Debenture
H ld0 ers
21212121 60606061 81818182
20202020 60606061 80808081
19191919 60606061 79797980
18181818 60606061 78787879
17171717 60606061 77777778
16161616 60606061 76767677
15151515 60606061 75757576
14141414 60606061 74747475
13131313 60606061 73737374
12121212 60606061 72727273
11111111 60606061 71717172
10101010 60606061 70707071
9090909 60606061 69696970
8080808 60606061 68686869
7070707 60606061 67676768
6060606 60606061 66666667
5050505 60606061 65656566
4040404 60606061 64646465
3030303 60606061 63636364
2020202 60606061 62626263
1010101 60606061 61616162
The interest payment on the first Due Date shall vary depending on the date onwh~h the
application monies for Debentures arc received til 1~~1
1bull kAij~ lt laquo~~gt ~
-
--
Page 49 of60
ANNEXURE 3
UNDERTAKING BY THE COMPANY
The Company undertakes that bull In the event the Debentures are issued in physical form the Company
shall use a common form of transfer
bull It will provide on a half yearly basis a compliance certificate duly certified by the Debenture Trustee to the Debenture holders in respect of compliance with the terms and conditions of Issue as contained in this Information Memorandum Disclosure Document and
bull Every credit rating obtained shall be periodically reviewed by the Credit Rating Agency and any revision in the rating shall be promptly disclosed by the Company to the Stock Exchange Any change in rating shall be promptly disseminated to Debenture holders and prospective Investors in such manner as the BSE may determine from time to time All information and reports on the Debentures including compliance reports filed by the Company and the Debenture Trustee shall be disseminated to the Debenture holders and the general public by placing them on the website of the Company and shall through the Debenture Trust Deed request the Debenture Trustee to place the same on its website
bull The above Information Memorandum Disclosure Document IS
compliant with all disclosures required to be made for listing of senior non-convertible debentures on a private placement basis on a recognized stock exchange as specified in Schedule I under Regulation 21 of the Securities and Exchange Board of India (Issuing and Listing of Debt Securities) Regulations 2008
laquo~~(~I0~~ For o~InCr ~cture Private Limited
~~WIVijay~
(Chairman)
Page 50 of60
ANNEXURE 4
CREDIT RATING LETTER FROM ICRA LIMITED
Ie R A Limited
Ref DRAT2013-140-362
Mr Sanjay Aggarwal VP - Accounts amp raxation Orris Infrastructure Private Limited J-105 DLF Phase -II MG Road Gurgaon - 122002 Haryana
May 21 2013
Dear Sir
Rc ICRA-assigned Credit Rating for Rs 200 crore NCD Programmc of Orris Infrastructurc l)rivate Limited (instrument details in Annexure)
Please refer to your Rating Requisition dated May 112013 and the subsequent Rating Agreement of May 162013 for carrying out the rating of the aforesaid Bond Programme The Rating Committee
of ICRA after due consideration has assigned a [ICRAIB+ (pronounced as ICM B plus) rating
to the captioned Bond Programme
We would appreciate if you can sign on the duplicate copy of this letter and send it to us within 7
days from the date of this letter as confirmation about the use of the assigned rating The rationale
for assigning the above rating will be sent to you on receipt of your confirmation about the use of our rating as above Any intimation by you about the above rating to any BankerLending
AgencyGovernment AuthoritiesStock Exchange would constitute use of this rating by you
This rating is specific to the terms and conditions of the proposed issue as was indicated to us by you
and any change In the tenns or size of the issue would require the rating to be reviewed by us If
there is any change in the terms and conditions or size of the instrument rated as above the same must be brought to our notice before the issue of the instrument If there is nny such change after the
rating is assigned by us and confirmed to use by you it would be subject to our review and may result in change in the rating assigned
ICRA reserves the right to suspend withdraw or revise the above at any (ime on the basis of new information 01 unav~ilability of information or such other circumstances which ICRA believes may
have an impact on the rating assigned to you
The rating as aforesaid howeVer should not be treated as a recommendation to buy sell or hold the
bonds to be issued by you If the instrument rated as above is not issued by you within a period of 3
BuUding No 5 2 Floor TeL + 91 - 124 - 4545300 wOiosite wwwicraJn Tower A DLF cyber City Fax + 91 - 124 - 4050424 email infoicralndiacom Phase ll Gurgaon 122002
Regd Office 1105 Kailash Building 11 Floor 26 Kastuma Gandhi Marg NeW Delhi - 110001
RATING RES EAR eli INFORMATION
months from the date of this letter communicating the rating the same would stand withdrawn unless
revalidated before the expiry of 3 months
You arc required to forthwith inform us about any default or delay in repayment of intcrest or
principal amount of the instrument mtcd as above or any other debt instruments borrowing Y nu are also required to keep llS forthwith informed of any other devclopments which may have a direct
or indirect impact on the debt servicing capability of the company including any proposal for reshy
schedulement or postponement of the repayment programmes oCthe dues debts of the company with
any lendcr(s) investor(s)
You are required to inform us immediately as and when the borrowing limit for the instrument rated
as above or as prescribed by the regulatory authority (ies) is exceeded
We thank you for your kind cooperation extended during the course of the rating exercise Should
you require any clarification please do not hesitate to get in touch with us
With kind regards
Yours sincerely
for IeRA Limited
-- Iobit Inamdar S (Senior Vice President) (Analyst)
Page 52 of60
Annexure
Details of the bank limits rated by leRA (Rated on long term seale)
Page 53 of60
I eRA limited AIIA~fIiI ofMoltldyIInvllllttmI ~
Ref DRATfl013middot140middot3611
Date August 222013
MI Sanjay AggarwaJ VP - Accounts amp Taxation Orris Infrastructure Private Limited JmiddotIO5 DLF Phasemiddotll MG Road Gurgaonmiddot J22002 Haryana
Dear Sir
Re leRA ruting for Rs 2000 crote NCD Progrumme of Orris Infrastructure Private Umlted
This is with reference to your letter dated August 9 2013 for re-validating your rating for the Rs 200 erore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Boods programme ofyour company and last communicated to you vide QuI letter dated May 212013 stands The other terms and conditions for the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DlRAT12013middot 1410-362 dated May 2013 stands
With kind regards For lCRA Limited
(Senior Vice President)
T~middot + 91middot 124 bull ~ website VWW bulliCfSio fw + 91 124 -~ email info~middoticralndiagtcom
Page 54 of60
Ie R A Lim
Ref DfRAT2013-14O-364
Date October 03 2013
Mr Sanjay Aggarwal VP - Accounts amp Taxation Orris Infrastructure Private Limited J-105 DLF Phasemiddotmiddotll MG Road Gurgaon - 122002 Haryana
Dear Sir
Re ICRA rating for Rs 2000 crOTe NCD Programme of Orris Infrastructure Private Limited
This is with reference to your letter dated September 03 2013 for re-validating your rating for the Rs 200 crore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Bonds programrne of your company and last conununicated to you vide our letter dated August 22 2013 stands The other terrns and conditions fur the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DRATI2QI3middot 14()362 dated May WI3 stands
With kind regards For [eRA Limited
Vi (Senior Vice President)
Buildlng No 2 Iloot Tel + 81 124 - 4545300 websf1e WWWJCf8D
Tower A Cyber Oily Fax + 91 124 bull 4000424 ilImaH lnfoicralfldliLcof1
Phase II Gurgaonmiddot 1~
Regd Offictl noo iltailash Building i 1 Floor 26 KDtwoo Qandhi Marg New Delhi bull 110001
RATING RES EAR C H INfORMATION
Page 55 of60
ANNEXURE 5
CONSENT LETTER FROM DEBENTURE TRUSTEE
Ref No 1750 ITCL JUtmiddots I ru~1 Company Limilt~d
September 30 2013
Orris Infrastructure Private limited (Company) Jmiddot105 OLF PhaSe - 11 MG Road Gurgaon 122002
Kind Attention Mr Vljay Gupta Director
Sub listed Secured Redeemable Non Convertible Debentures (NCDs) aggregating to Rs 200 crs proposed to be issued by the Company on private placement basis
Dear Sirs
This is with reference to our discussion regarding appointment of ILampFS Trust Company limited (ITCL) as Debenture Trustee for the proposedlssue of listed Secured Redeemable NCDsof Rs 1 crore each aggregating to Rs 200 crs to ~ issued by the Company on private placement basis In this regard VIle do hereby give out consent to act as the Debenture Trustee subject to the Company agreeing to the following conditions
1 The Company agrees and undertakes to create the securities over such terms and conditions as detai~d in the signed Information Memorandum as submitted to us and execute the Debenture Trust Deed and other necessary security documents as required
2 The Company agrees amp undertakes to pay Debenture Trustees so long as they hold the office of the De~nture Trustee remuneration as stated in appointment letter dated July 30 2013 for the services as Debenture Trustee in addition to all legal travelling and other costS charges and expenses which the Debenture Trustee or their officers employees or agents rnayiocur in relation to execution of the Debenture Trust Deed and all other documents affecting the Security till the monies in respect of the Debentures have been fully paid-off and the requisite formalities for satisfaction of charge in aU respects have been complied with
3 The Company agrees ft undertakes to comply with the provisions of SEal (Debenture Trustees) Reguliltions 1993 SE61 (Issue and Listing of Debt Securitles) Regulations 2008 SEBICircutar No$EaIIlMOOfgtl1Sondl2oo911 105 dated 11052009 on Simplified Listing Agreement for Debt Securities read with the SEBl Circular No SEBIIIMDDOF-1 tBONDlClr-5120o9 dated the 16th November 2009 the Companies Act 19l)6 ilnd other applicable proviSions I circulars guidelines etc as applicable and amended from time to time and agrees to furnish to Trustees such information in terms of the same on regular basis
Sincerely For ILftFS Trust Company lilDi~d
lL__~~ ~ ~ ~~~ --- ~
Authorized Signatory
lUfFS Finru1 Centre PloINo C 22 G Block 5th Floor Bjr Kurio Complex Bandra (Eastl Mumbamiddotmiddot 40(K)SI INDIA
Bangalor( Office ILEtFSTru1 (ompally Ltdbull ALmiddotLalheef 151 Floor No 2Unioll Slreet Offlnanlry Raad Banglore 5hlX)OI INDIA
New Delhi Offire ILftFSTrusl (ompY tId Amiddot26a lsI Ploor Bhishm Pithamah Marg DefencfCoony New Delhi - 110024 INDIA
Kolkala Offilaquo ILftfSTrusl Company Ltd ILIIFS Constantia lnlflPor n Dr11 lIt Bramachari Street Kolkata bull 700017 INDIA
Page 56 of60
ANNEXURE 6
CONSENT LETTER FROM REGISTRAR AND TRANSFER AGENT i
Skyline Financial Serrr)ices Pvt Ltd SEBI REGISTERED CATEGORY1 REGk)IRARS ampSHARE TRANSfRAtgtENT D153A Ht Floor () nol Area Ph bullbullbullI New Dolhmiddot llO 020 1 9 middot1126812682 2S612~83 EmiddotmaI nOlltyhOaccrn tte-oSi$ wwwSiltyllnfHla_all1
August 29 2013
MrVlneel Kumar Gupta
Sr Manaler Secretarial
Orris InfraSlrucllJre Private Limited
Orris la M G Road
Gurgaoo - 1iG 002 (Hr)
Sub Consent to aet as Registrar to Issue and TfBllSfer Agent
DearSJr
Thls1s in reference 10 YOllr email datild AugJS1 29 2013 We hereby give our consent to act as 21
Registrar to IsSue and Transfer Agent for your propOSed issue of 1O - conveo1ibledebentures Of Rs
20000 Crore (jl1d our name IS Registrar to i$sueandShare Transfer agent may please be included in
Thanking you Y()ursfailhfufy
Vice- President
Page 57 0[60
--
-------
ANNEXURE 7
APPLICA TION FORM
ORRIS INFRASTRUCTURE PRIVATE LIMITED Registered Office RZ-D-5 Mahavir Enclave New Delhi 110045
Corporate Office 1-105 DLF Phase II Mehrauli Gurgaon Gurgaon -122002
Application No ___ Date
Dear Sirs
VWe have read and understood the terms and conditions of issue by Orris Infrastructure Private Limited of senior secured cumulative redeemable Non-Convertible Debentures of face value ~ 10000000 (Rupees One Crores only) having a coupon rate of 20 pa on a private placement basis on the face value aggregating to ~ 2000000000- (Rupees Two Hundred Crores only) (Debenture) contained in the Information Memorandum Disclosure Document dated __2013 VWe bind ourselves to the terms and conditions as contained in the Information Memorandum Disclosure Document and wish to apply for allotment of these Debentures The amount payable on application as shown below is remitted herewith On allotment please place myour name(s) on the Register of Debenture holder(s)
(Please read carefully the instructions on the next page before filling this form)
No of Debentures applied No in figures No in words for
Amount (~)
Detal s I 0 f payment ChequesDemand Date Drawn on Bank DraftlRTGS Details
Applicants Name amp Address in full (please use capital letters)
Pin Code Telephone I Fax Email
I Status Bankin~ Company ( ) Insurance Company ( ) Other ( ) (specify in case of others) Name of Authorized Signatory Designation Signatures Signatoty
Details of Bank Account Bank Name amp Branch Nature ofAccount Account No IFSCINEFT Code middot)---~1
-- --
Depository Details
I1We the undersigned want to hold the Debentures of the Company in the dematerialised fonn Details of myour Beneficiary Account are given below
Depository Participant Name - shy
DPID
Beneficiary Account Number shy
Name of the Applicant
() II We understand that in case of allotment of Debentures to my lour Beneficiary Account as mentioned above would be credited to the extent of Debentures allotted
Taxpayers PAN I GIR No IT CircleIW ardlDistrict ( ) Not Allotted
Tax Deduction Status () Fully ( ) Tax to be ()Yes ONo Exempt deducted at
Source
I1We hereby understand that the Company has not provided and will not provide any material or other infonnation regarding the Debentures except as included in the Infonnation Memorandum Disclosure Document
Signature of the Applicant _________________(Tear here)__________
ACKNOWLEDGEMENT SLIP
Application No Date -- shyReceived From
1shy----------------------~
By ChequelDemand DraftlRTGS No
drawn on towards application for ______ Debentures (Chequesl Demand Drafts are subject to realisation)
For Orris Infrastructure Pvt Ltd
For all further correspondence please contact INFRASTRUCTURE PRIVATE LIMITED Tel +91 124-4979200
Page 59 of60
10
INSTRUCTIONS
You must complete application in full in BLOCK LETTERS IN ENGLISH
2 Your Signatures should be made in English or in any of the Indian languages
3 Application forms duly completed in all respects together with high value Cheques Pay Order Demand Drafts must be lodged at the Orris Infrastructure Private Limited Corporate Office (as provided above)
4 Payments through RTGS shall be made as follows
Beneficiary Account name Orris Infrastructure Private Limited IFSC Code UTIB0000056 Bank Account No 056010200015303 Bank Axis Bank Ltd Branch Sec-14 Gurgaon
5 The Cheque(s)Demand Draft(s) of high value clearing zone should be drawn in favour of ORRIS INFRASTRUCTURE PVT LIMITED and crossed Ale payee only Cheque(s)Demand draft(s) may be drawn on any scheduled bank and payable at Delhi
6 Mr Vineet Gupta as authorised representative of the Company will issue the Acknowledgement Slip (appearing below the Application Form) as acknowledgement of receipt of applications No separate receipt will be issued
7 You should mention your Permanent Account Number or the GIR number allotted under Income- Tax Act 1961 and the Income-Tax CirclelWardlDistrict In case where neither the PAN nor GIR number has been allotted the fact of non-allotment should be mentioned in the application form in the space provided
8 The application would be accepted as per the terms of the issue outlined in the Information Memorandum Disclosure DOC~fii
r1- -~0 gt tl~~ ~gt
j )j~ (~~ ~O
~ shy
Page 60 of60
Early Repayment
Escrow Mechanism
------shy
Subject to the conditions specified in the Debenture Trust Deed (Premature Redemption) the Issuer shall have a onetime option to prematurely redeem in a single tranche and not exceeding 25 (twenty five) of the outstanding Debenture Principal Amount at any time after expiry of the 24 (twenty four) months from the Deemed Date of Allotment till the expiry of 30 (Thirty) months of the Deemed Date of Allotment (Premature Redemption Period) The Premature Redemption shall be exercised in a single tranche and shall be subject to fulfillment of each of the following conditions that the Company prematurely redeems Debentures equivalent to an amount in the multiples of ~ 50000000- (Rupees Five Crores Only) with the minimum amount being ~ 150000000- (Rupees Fifteen Crores Only) for redemption in excess of the amounts permitted for Premature Redemption as specified above the Issuer shall pay a premature redemption premium of 2 (two percent) on the amount being redeemed and paid by the Issuer plus applicable service tax or other statutory levy if any subject to deduction of income tax at the rate prescribed under the Income Tax Act 1961 (Premature Redemption Premium) subject to the Escrow Mechanism below the Issuer shall have the option to prematurely redeem the Debentures after the expiry of the Premature Redemption Period without paying any Premature Redemption Premium provided such amounts are in accordance with sub-clause (a) above and any redemption of Debentures by the Issuer in accordance with this Deed shall be proportionate redemption of all the Debentures together through reduction in face value of each Debenture Further the redemption of the Debentures may be carried out in accordance with the Escrow Mechanism mentioned below
All receivables from the Project will be deposited by the Company in an Escrow Account All monies deposited in the Escrow Account shall be utilized in following order Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal with respect to the Debentures Only upon satisfaction of the requirement of (1) and (2) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account towards withdrawal of upto ~ 900000000 (Rupees Ninety Crores only) by the Company After withdrawal of ~ 900000000 (Rupees Ninety Crores only) by the Company
Towards replenishment of any shortfall in the Debt Service Reserve Account (DSRA) Towards payment of scheduled Interest and Principal witl]_x~secttyct to
-_8f~~the Debentures (f~X-~~~
~ ) Page 44 amp1 ~____~i
--------------------------------------- -- -------------
Debt Service Reserve Account (DSRA)
Put Option
Issue open on
Issue closed on
Basis for Interest calculation
Listing
Depository
Credit Rating
Security
Only upon satisfaction of the requirement of (a) and (b) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account 60 (Sixty percent) of any further monies in the Escrow Account shall be used to accelerate the redemption of the Debentures and the remaining 40 shall be withdrawn by the Company
Shall mean an amount being not less than ~ 60000000 (Rupees Six Crores only) to be maintained by the Company in the Escrow Account at all times
In the event of a default as defined iIi the Debenture Trust Deed the Debenture Trustee (on instructions from the Debenture holders) can exercise a put option on the Promoters to buy back the entire outstanding Debentures
04-10-2013 or any other date as decided by the Issuer
23-10-2013 or any other date as decided by the Issuer
Interest payable on the Debentures shall accrue on a day to day basis and shall be computed on the basis of 365 (Three Hundred Sixty Five) days divided equally for each of the twelve calendar months
At the WDM segment of the BSE
NSDL and CDSL
ICRA B+ by ICRA Limited
The Debentures together with any interest accrued thereon and outstanding amounts Debenture Trustees remuneration and all costs charges expenses and all other monies due in respect of the Debentures shall be secured by
First and exclusive charge on all Project Receivables through the Deed of Hypothecation together with the Escrow Agreement and such charge will be superior to any other claims on the Project Receivables First and exclusive charge on all amounts lying to the credit of the Escrow Account under the Deed of Hypothecation First and exclusive charge by way of equitable mortgage on the Commercial Property (Mortgaged Property) through execution of a registered Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property in favour of the Debenture Trustee together with a declaration cum undertaking from CDPL declaring the creation of mortgage by deposit of titly-~Si~6d~~ the
I-SI ~~
Page 4~60
----------------------------------------------------------------------------------Commercial Property in terms of the memorandum of entry Equitable mortgage and exclusive charge over FSI equivalent to 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of the Commercial Project together with all the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
Exclusive charge over all the rights title interest benefits claims demands of any nature whatsoever of the Company under andor in respect of the CDPL Collaboration Agreements for development and construction of the Commercial Colony and the entire FSI in the Commercial Project along with proportionate undivided interest in the underlying land and without limitation the following the right to compel performance thereunder and to substitute or be substituted for the Company thereunder and to substitute and be substituted thereunder for the Company thereunder and to commence and conduct either in the name of the Company or in its own name or otherwise any proceedings against any person in respect of any breach of the CDPL Collaboration Agreements and all claims of the Company including in any proceedings against all or any such persons to any amounts owing to or received by the Company thereunder and the rights and benefits of all Approvals to the extent capable of assignment together with the right to further assign any of the CDPL Collaboration Agreements and such Approvals to any Person Pledge of shares representing the entire issued and paid up share capital of CDPL under the Deed of Pledge Personal Guarantee of Sh Vijay Gupta Sh Amit Gupta and Smt Kusum Gupta and Cheques
Security Creation The Security shall be created in the favour of the Debenture Trustee on or before the Deemed Date of Allotment
Representation The representations and warranties of the Company will be set out and Warranties in the Debenture Trust Deed
Event ofDefault All events of default as set out in the Debenture Trust Deed
Upon occurrence of such event of default Debenture Trustee shall (on instruction from the Debenture holders) issue a written notice of default to the Company and grant to the Company a cure period in accordance with the terms of Security Documents
The consequences of an event of default shall be governed_lgtY the provisions in the Security Documents and shall inclu9~~ayfu~i1t of
default interest and enforcement of the Security in the manner specified In the Security Documents including appointment of nominee director(s)
Default Interest An additional interest of 4 pa (four percent per annum) over and Rate above the Interest Rate (as defined hereinafter) (viz the default
interest rate shall be 24 (twenty four percent) payable in relation to the Debentures and the Outstanding Amounts payable In accordance with Security Documents
Registrar and Skyline Financial Services Private Limited Transfer Agent
Compliance All provisions clauses regulations specified by GOISEBIRoCBSE with respect to issue and listing of Redeemable and Secured Non-Convertible Debentures shall be complied with by the Company
Assignment Each Investor may transfer or dispose a part or the whole of its Transferability Debentures without the Companys consent
Governing Law The governing law will be the laws of India and the parties submit to and Jurisdiction the exclusive jurisdiction of the courts in Delhi
~-~---~-~
u c tL ~If) -~~-J bull (
Page 47 of60
ANNEXURE 2 PAYMENT SCHEDULE
Due date
Month 0
Last Day ofMonth 1
Last Day ofMonth 2
Last Day ofMonth 3
Last Day ofMonth 4
Last Day ofMonth 5
Last Day ofMonth 6
Last Day of Month 7
Last Day ofMonth 8
Last Day of Month 9
Last Day of Month 10
Last Day of Month 11
Last Day of Month 12
Last Day of Month 13
Last Day of Month 14
Last Day ofMonth 15
Last Day of Month 16
Last Day of Month 17
Last Day of Month 18
Last Day ofMonth 19
Last Day ofMonth 20
Last Day of Month 21
Last Day of Month 22
Last Day ofMonth 23
Last Day of Month 24
Last Day ofMonth 25
Last Day of Month 26
Last Day ofMonth 27
Outstandino D b t b
e en nre1 su )scrIptlOn amount
I dat mont I en
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
1939393939
1878787879
1818181818
1757575758
1696969697
1636363636
1575757576
1515151515
1454545455
1393939394
1333333333
1272727273
I nterest
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
32323232
31313131
30303030
29292929
28282828
27272727
26262626
25252525
24242424
23232323
22222222
Debenture Payment to I t D b tSll )SCrIP Ion e en nre
t H Idamoun 0 ers
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
60606061 93939394
60606061 92929293
60606061 91919192
60606061 90909091
60606061 89898990
60606061 88888889
60606061 87878788
60606061 86868687
60606061 85858586
60606061 84848485
60606061 83838384
60606061 8~~3 j()gt t~( S( )Page48~60
-
Due date su
Last Day of Month 28
Last Day of Month 29
Last Day of Month 30
Last Day of Month 31
Last Day ofMonth 32
Last Day of Month 33
Last Day of Month 34
Last Day of Month 35
Last Day of Month 36
Last Day of Month 37
Last Day of Month 38
Last Day of Month 39
Last Day of Month 40
Last Day of Month 41
Last Day of Month 42
Last Day of Month 43
Last Day of Month 44
Last Day ofMonth 45
Last Day of Month 46
Last Day of Month 47
Last Day of Tenor
Outstandino D b t b
b ~ t~n ure t SCrIp Ion amoun
t th da mon en
1212121212
1151515152
1090909091
1030303030
969696970
909090909
848484848
787878788
727272727
666666667
606060606
545454545
484848485
424242424
363636364
303030303
242424242
181818182
121212121
60606061
Debentme Payment to Interest subscription
t amoun Debenture
H ld0 ers
21212121 60606061 81818182
20202020 60606061 80808081
19191919 60606061 79797980
18181818 60606061 78787879
17171717 60606061 77777778
16161616 60606061 76767677
15151515 60606061 75757576
14141414 60606061 74747475
13131313 60606061 73737374
12121212 60606061 72727273
11111111 60606061 71717172
10101010 60606061 70707071
9090909 60606061 69696970
8080808 60606061 68686869
7070707 60606061 67676768
6060606 60606061 66666667
5050505 60606061 65656566
4040404 60606061 64646465
3030303 60606061 63636364
2020202 60606061 62626263
1010101 60606061 61616162
The interest payment on the first Due Date shall vary depending on the date onwh~h the
application monies for Debentures arc received til 1~~1
1bull kAij~ lt laquo~~gt ~
-
--
Page 49 of60
ANNEXURE 3
UNDERTAKING BY THE COMPANY
The Company undertakes that bull In the event the Debentures are issued in physical form the Company
shall use a common form of transfer
bull It will provide on a half yearly basis a compliance certificate duly certified by the Debenture Trustee to the Debenture holders in respect of compliance with the terms and conditions of Issue as contained in this Information Memorandum Disclosure Document and
bull Every credit rating obtained shall be periodically reviewed by the Credit Rating Agency and any revision in the rating shall be promptly disclosed by the Company to the Stock Exchange Any change in rating shall be promptly disseminated to Debenture holders and prospective Investors in such manner as the BSE may determine from time to time All information and reports on the Debentures including compliance reports filed by the Company and the Debenture Trustee shall be disseminated to the Debenture holders and the general public by placing them on the website of the Company and shall through the Debenture Trust Deed request the Debenture Trustee to place the same on its website
bull The above Information Memorandum Disclosure Document IS
compliant with all disclosures required to be made for listing of senior non-convertible debentures on a private placement basis on a recognized stock exchange as specified in Schedule I under Regulation 21 of the Securities and Exchange Board of India (Issuing and Listing of Debt Securities) Regulations 2008
laquo~~(~I0~~ For o~InCr ~cture Private Limited
~~WIVijay~
(Chairman)
Page 50 of60
ANNEXURE 4
CREDIT RATING LETTER FROM ICRA LIMITED
Ie R A Limited
Ref DRAT2013-140-362
Mr Sanjay Aggarwal VP - Accounts amp raxation Orris Infrastructure Private Limited J-105 DLF Phase -II MG Road Gurgaon - 122002 Haryana
May 21 2013
Dear Sir
Rc ICRA-assigned Credit Rating for Rs 200 crore NCD Programmc of Orris Infrastructurc l)rivate Limited (instrument details in Annexure)
Please refer to your Rating Requisition dated May 112013 and the subsequent Rating Agreement of May 162013 for carrying out the rating of the aforesaid Bond Programme The Rating Committee
of ICRA after due consideration has assigned a [ICRAIB+ (pronounced as ICM B plus) rating
to the captioned Bond Programme
We would appreciate if you can sign on the duplicate copy of this letter and send it to us within 7
days from the date of this letter as confirmation about the use of the assigned rating The rationale
for assigning the above rating will be sent to you on receipt of your confirmation about the use of our rating as above Any intimation by you about the above rating to any BankerLending
AgencyGovernment AuthoritiesStock Exchange would constitute use of this rating by you
This rating is specific to the terms and conditions of the proposed issue as was indicated to us by you
and any change In the tenns or size of the issue would require the rating to be reviewed by us If
there is any change in the terms and conditions or size of the instrument rated as above the same must be brought to our notice before the issue of the instrument If there is nny such change after the
rating is assigned by us and confirmed to use by you it would be subject to our review and may result in change in the rating assigned
ICRA reserves the right to suspend withdraw or revise the above at any (ime on the basis of new information 01 unav~ilability of information or such other circumstances which ICRA believes may
have an impact on the rating assigned to you
The rating as aforesaid howeVer should not be treated as a recommendation to buy sell or hold the
bonds to be issued by you If the instrument rated as above is not issued by you within a period of 3
BuUding No 5 2 Floor TeL + 91 - 124 - 4545300 wOiosite wwwicraJn Tower A DLF cyber City Fax + 91 - 124 - 4050424 email infoicralndiacom Phase ll Gurgaon 122002
Regd Office 1105 Kailash Building 11 Floor 26 Kastuma Gandhi Marg NeW Delhi - 110001
RATING RES EAR eli INFORMATION
months from the date of this letter communicating the rating the same would stand withdrawn unless
revalidated before the expiry of 3 months
You arc required to forthwith inform us about any default or delay in repayment of intcrest or
principal amount of the instrument mtcd as above or any other debt instruments borrowing Y nu are also required to keep llS forthwith informed of any other devclopments which may have a direct
or indirect impact on the debt servicing capability of the company including any proposal for reshy
schedulement or postponement of the repayment programmes oCthe dues debts of the company with
any lendcr(s) investor(s)
You are required to inform us immediately as and when the borrowing limit for the instrument rated
as above or as prescribed by the regulatory authority (ies) is exceeded
We thank you for your kind cooperation extended during the course of the rating exercise Should
you require any clarification please do not hesitate to get in touch with us
With kind regards
Yours sincerely
for IeRA Limited
-- Iobit Inamdar S (Senior Vice President) (Analyst)
Page 52 of60
Annexure
Details of the bank limits rated by leRA (Rated on long term seale)
Page 53 of60
I eRA limited AIIA~fIiI ofMoltldyIInvllllttmI ~
Ref DRATfl013middot140middot3611
Date August 222013
MI Sanjay AggarwaJ VP - Accounts amp Taxation Orris Infrastructure Private Limited JmiddotIO5 DLF Phasemiddotll MG Road Gurgaonmiddot J22002 Haryana
Dear Sir
Re leRA ruting for Rs 2000 crote NCD Progrumme of Orris Infrastructure Private Umlted
This is with reference to your letter dated August 9 2013 for re-validating your rating for the Rs 200 erore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Boods programme ofyour company and last communicated to you vide QuI letter dated May 212013 stands The other terms and conditions for the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DlRAT12013middot 1410-362 dated May 2013 stands
With kind regards For lCRA Limited
(Senior Vice President)
T~middot + 91middot 124 bull ~ website VWW bulliCfSio fw + 91 124 -~ email info~middoticralndiagtcom
Page 54 of60
Ie R A Lim
Ref DfRAT2013-14O-364
Date October 03 2013
Mr Sanjay Aggarwal VP - Accounts amp Taxation Orris Infrastructure Private Limited J-105 DLF Phasemiddotmiddotll MG Road Gurgaon - 122002 Haryana
Dear Sir
Re ICRA rating for Rs 2000 crOTe NCD Programme of Orris Infrastructure Private Limited
This is with reference to your letter dated September 03 2013 for re-validating your rating for the Rs 200 crore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Bonds programrne of your company and last conununicated to you vide our letter dated August 22 2013 stands The other terrns and conditions fur the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DRATI2QI3middot 14()362 dated May WI3 stands
With kind regards For [eRA Limited
Vi (Senior Vice President)
Buildlng No 2 Iloot Tel + 81 124 - 4545300 websf1e WWWJCf8D
Tower A Cyber Oily Fax + 91 124 bull 4000424 ilImaH lnfoicralfldliLcof1
Phase II Gurgaonmiddot 1~
Regd Offictl noo iltailash Building i 1 Floor 26 KDtwoo Qandhi Marg New Delhi bull 110001
RATING RES EAR C H INfORMATION
Page 55 of60
ANNEXURE 5
CONSENT LETTER FROM DEBENTURE TRUSTEE
Ref No 1750 ITCL JUtmiddots I ru~1 Company Limilt~d
September 30 2013
Orris Infrastructure Private limited (Company) Jmiddot105 OLF PhaSe - 11 MG Road Gurgaon 122002
Kind Attention Mr Vljay Gupta Director
Sub listed Secured Redeemable Non Convertible Debentures (NCDs) aggregating to Rs 200 crs proposed to be issued by the Company on private placement basis
Dear Sirs
This is with reference to our discussion regarding appointment of ILampFS Trust Company limited (ITCL) as Debenture Trustee for the proposedlssue of listed Secured Redeemable NCDsof Rs 1 crore each aggregating to Rs 200 crs to ~ issued by the Company on private placement basis In this regard VIle do hereby give out consent to act as the Debenture Trustee subject to the Company agreeing to the following conditions
1 The Company agrees and undertakes to create the securities over such terms and conditions as detai~d in the signed Information Memorandum as submitted to us and execute the Debenture Trust Deed and other necessary security documents as required
2 The Company agrees amp undertakes to pay Debenture Trustees so long as they hold the office of the De~nture Trustee remuneration as stated in appointment letter dated July 30 2013 for the services as Debenture Trustee in addition to all legal travelling and other costS charges and expenses which the Debenture Trustee or their officers employees or agents rnayiocur in relation to execution of the Debenture Trust Deed and all other documents affecting the Security till the monies in respect of the Debentures have been fully paid-off and the requisite formalities for satisfaction of charge in aU respects have been complied with
3 The Company agrees ft undertakes to comply with the provisions of SEal (Debenture Trustees) Reguliltions 1993 SE61 (Issue and Listing of Debt Securitles) Regulations 2008 SEBICircutar No$EaIIlMOOfgtl1Sondl2oo911 105 dated 11052009 on Simplified Listing Agreement for Debt Securities read with the SEBl Circular No SEBIIIMDDOF-1 tBONDlClr-5120o9 dated the 16th November 2009 the Companies Act 19l)6 ilnd other applicable proviSions I circulars guidelines etc as applicable and amended from time to time and agrees to furnish to Trustees such information in terms of the same on regular basis
Sincerely For ILftFS Trust Company lilDi~d
lL__~~ ~ ~ ~~~ --- ~
Authorized Signatory
lUfFS Finru1 Centre PloINo C 22 G Block 5th Floor Bjr Kurio Complex Bandra (Eastl Mumbamiddotmiddot 40(K)SI INDIA
Bangalor( Office ILEtFSTru1 (ompally Ltdbull ALmiddotLalheef 151 Floor No 2Unioll Slreet Offlnanlry Raad Banglore 5hlX)OI INDIA
New Delhi Offire ILftFSTrusl (ompY tId Amiddot26a lsI Ploor Bhishm Pithamah Marg DefencfCoony New Delhi - 110024 INDIA
Kolkala Offilaquo ILftfSTrusl Company Ltd ILIIFS Constantia lnlflPor n Dr11 lIt Bramachari Street Kolkata bull 700017 INDIA
Page 56 of60
ANNEXURE 6
CONSENT LETTER FROM REGISTRAR AND TRANSFER AGENT i
Skyline Financial Serrr)ices Pvt Ltd SEBI REGISTERED CATEGORY1 REGk)IRARS ampSHARE TRANSfRAtgtENT D153A Ht Floor () nol Area Ph bullbullbullI New Dolhmiddot llO 020 1 9 middot1126812682 2S612~83 EmiddotmaI nOlltyhOaccrn tte-oSi$ wwwSiltyllnfHla_all1
August 29 2013
MrVlneel Kumar Gupta
Sr Manaler Secretarial
Orris InfraSlrucllJre Private Limited
Orris la M G Road
Gurgaoo - 1iG 002 (Hr)
Sub Consent to aet as Registrar to Issue and TfBllSfer Agent
DearSJr
Thls1s in reference 10 YOllr email datild AugJS1 29 2013 We hereby give our consent to act as 21
Registrar to IsSue and Transfer Agent for your propOSed issue of 1O - conveo1ibledebentures Of Rs
20000 Crore (jl1d our name IS Registrar to i$sueandShare Transfer agent may please be included in
Thanking you Y()ursfailhfufy
Vice- President
Page 57 0[60
--
-------
ANNEXURE 7
APPLICA TION FORM
ORRIS INFRASTRUCTURE PRIVATE LIMITED Registered Office RZ-D-5 Mahavir Enclave New Delhi 110045
Corporate Office 1-105 DLF Phase II Mehrauli Gurgaon Gurgaon -122002
Application No ___ Date
Dear Sirs
VWe have read and understood the terms and conditions of issue by Orris Infrastructure Private Limited of senior secured cumulative redeemable Non-Convertible Debentures of face value ~ 10000000 (Rupees One Crores only) having a coupon rate of 20 pa on a private placement basis on the face value aggregating to ~ 2000000000- (Rupees Two Hundred Crores only) (Debenture) contained in the Information Memorandum Disclosure Document dated __2013 VWe bind ourselves to the terms and conditions as contained in the Information Memorandum Disclosure Document and wish to apply for allotment of these Debentures The amount payable on application as shown below is remitted herewith On allotment please place myour name(s) on the Register of Debenture holder(s)
(Please read carefully the instructions on the next page before filling this form)
No of Debentures applied No in figures No in words for
Amount (~)
Detal s I 0 f payment ChequesDemand Date Drawn on Bank DraftlRTGS Details
Applicants Name amp Address in full (please use capital letters)
Pin Code Telephone I Fax Email
I Status Bankin~ Company ( ) Insurance Company ( ) Other ( ) (specify in case of others) Name of Authorized Signatory Designation Signatures Signatoty
Details of Bank Account Bank Name amp Branch Nature ofAccount Account No IFSCINEFT Code middot)---~1
-- --
Depository Details
I1We the undersigned want to hold the Debentures of the Company in the dematerialised fonn Details of myour Beneficiary Account are given below
Depository Participant Name - shy
DPID
Beneficiary Account Number shy
Name of the Applicant
() II We understand that in case of allotment of Debentures to my lour Beneficiary Account as mentioned above would be credited to the extent of Debentures allotted
Taxpayers PAN I GIR No IT CircleIW ardlDistrict ( ) Not Allotted
Tax Deduction Status () Fully ( ) Tax to be ()Yes ONo Exempt deducted at
Source
I1We hereby understand that the Company has not provided and will not provide any material or other infonnation regarding the Debentures except as included in the Infonnation Memorandum Disclosure Document
Signature of the Applicant _________________(Tear here)__________
ACKNOWLEDGEMENT SLIP
Application No Date -- shyReceived From
1shy----------------------~
By ChequelDemand DraftlRTGS No
drawn on towards application for ______ Debentures (Chequesl Demand Drafts are subject to realisation)
For Orris Infrastructure Pvt Ltd
For all further correspondence please contact INFRASTRUCTURE PRIVATE LIMITED Tel +91 124-4979200
Page 59 of60
10
INSTRUCTIONS
You must complete application in full in BLOCK LETTERS IN ENGLISH
2 Your Signatures should be made in English or in any of the Indian languages
3 Application forms duly completed in all respects together with high value Cheques Pay Order Demand Drafts must be lodged at the Orris Infrastructure Private Limited Corporate Office (as provided above)
4 Payments through RTGS shall be made as follows
Beneficiary Account name Orris Infrastructure Private Limited IFSC Code UTIB0000056 Bank Account No 056010200015303 Bank Axis Bank Ltd Branch Sec-14 Gurgaon
5 The Cheque(s)Demand Draft(s) of high value clearing zone should be drawn in favour of ORRIS INFRASTRUCTURE PVT LIMITED and crossed Ale payee only Cheque(s)Demand draft(s) may be drawn on any scheduled bank and payable at Delhi
6 Mr Vineet Gupta as authorised representative of the Company will issue the Acknowledgement Slip (appearing below the Application Form) as acknowledgement of receipt of applications No separate receipt will be issued
7 You should mention your Permanent Account Number or the GIR number allotted under Income- Tax Act 1961 and the Income-Tax CirclelWardlDistrict In case where neither the PAN nor GIR number has been allotted the fact of non-allotment should be mentioned in the application form in the space provided
8 The application would be accepted as per the terms of the issue outlined in the Information Memorandum Disclosure DOC~fii
r1- -~0 gt tl~~ ~gt
j )j~ (~~ ~O
~ shy
Page 60 of60
--------------------------------------- -- -------------
Debt Service Reserve Account (DSRA)
Put Option
Issue open on
Issue closed on
Basis for Interest calculation
Listing
Depository
Credit Rating
Security
Only upon satisfaction of the requirement of (a) and (b) above and so long as the Debt Service Reserve Amount is maintained in the Escrow Account 60 (Sixty percent) of any further monies in the Escrow Account shall be used to accelerate the redemption of the Debentures and the remaining 40 shall be withdrawn by the Company
Shall mean an amount being not less than ~ 60000000 (Rupees Six Crores only) to be maintained by the Company in the Escrow Account at all times
In the event of a default as defined iIi the Debenture Trust Deed the Debenture Trustee (on instructions from the Debenture holders) can exercise a put option on the Promoters to buy back the entire outstanding Debentures
04-10-2013 or any other date as decided by the Issuer
23-10-2013 or any other date as decided by the Issuer
Interest payable on the Debentures shall accrue on a day to day basis and shall be computed on the basis of 365 (Three Hundred Sixty Five) days divided equally for each of the twelve calendar months
At the WDM segment of the BSE
NSDL and CDSL
ICRA B+ by ICRA Limited
The Debentures together with any interest accrued thereon and outstanding amounts Debenture Trustees remuneration and all costs charges expenses and all other monies due in respect of the Debentures shall be secured by
First and exclusive charge on all Project Receivables through the Deed of Hypothecation together with the Escrow Agreement and such charge will be superior to any other claims on the Project Receivables First and exclusive charge on all amounts lying to the credit of the Escrow Account under the Deed of Hypothecation First and exclusive charge by way of equitable mortgage on the Commercial Property (Mortgaged Property) through execution of a registered Memorandum of Entry recording mortgage by deposit of title deeds of the Commercial Property in favour of the Debenture Trustee together with a declaration cum undertaking from CDPL declaring the creation of mortgage by deposit of titly-~Si~6d~~ the
I-SI ~~
Page 4~60
----------------------------------------------------------------------------------Commercial Property in terms of the memorandum of entry Equitable mortgage and exclusive charge over FSI equivalent to 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of the Commercial Project together with all the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
Exclusive charge over all the rights title interest benefits claims demands of any nature whatsoever of the Company under andor in respect of the CDPL Collaboration Agreements for development and construction of the Commercial Colony and the entire FSI in the Commercial Project along with proportionate undivided interest in the underlying land and without limitation the following the right to compel performance thereunder and to substitute or be substituted for the Company thereunder and to substitute and be substituted thereunder for the Company thereunder and to commence and conduct either in the name of the Company or in its own name or otherwise any proceedings against any person in respect of any breach of the CDPL Collaboration Agreements and all claims of the Company including in any proceedings against all or any such persons to any amounts owing to or received by the Company thereunder and the rights and benefits of all Approvals to the extent capable of assignment together with the right to further assign any of the CDPL Collaboration Agreements and such Approvals to any Person Pledge of shares representing the entire issued and paid up share capital of CDPL under the Deed of Pledge Personal Guarantee of Sh Vijay Gupta Sh Amit Gupta and Smt Kusum Gupta and Cheques
Security Creation The Security shall be created in the favour of the Debenture Trustee on or before the Deemed Date of Allotment
Representation The representations and warranties of the Company will be set out and Warranties in the Debenture Trust Deed
Event ofDefault All events of default as set out in the Debenture Trust Deed
Upon occurrence of such event of default Debenture Trustee shall (on instruction from the Debenture holders) issue a written notice of default to the Company and grant to the Company a cure period in accordance with the terms of Security Documents
The consequences of an event of default shall be governed_lgtY the provisions in the Security Documents and shall inclu9~~ayfu~i1t of
default interest and enforcement of the Security in the manner specified In the Security Documents including appointment of nominee director(s)
Default Interest An additional interest of 4 pa (four percent per annum) over and Rate above the Interest Rate (as defined hereinafter) (viz the default
interest rate shall be 24 (twenty four percent) payable in relation to the Debentures and the Outstanding Amounts payable In accordance with Security Documents
Registrar and Skyline Financial Services Private Limited Transfer Agent
Compliance All provisions clauses regulations specified by GOISEBIRoCBSE with respect to issue and listing of Redeemable and Secured Non-Convertible Debentures shall be complied with by the Company
Assignment Each Investor may transfer or dispose a part or the whole of its Transferability Debentures without the Companys consent
Governing Law The governing law will be the laws of India and the parties submit to and Jurisdiction the exclusive jurisdiction of the courts in Delhi
~-~---~-~
u c tL ~If) -~~-J bull (
Page 47 of60
ANNEXURE 2 PAYMENT SCHEDULE
Due date
Month 0
Last Day ofMonth 1
Last Day ofMonth 2
Last Day ofMonth 3
Last Day ofMonth 4
Last Day ofMonth 5
Last Day ofMonth 6
Last Day of Month 7
Last Day ofMonth 8
Last Day of Month 9
Last Day of Month 10
Last Day of Month 11
Last Day of Month 12
Last Day of Month 13
Last Day of Month 14
Last Day ofMonth 15
Last Day of Month 16
Last Day of Month 17
Last Day of Month 18
Last Day ofMonth 19
Last Day ofMonth 20
Last Day of Month 21
Last Day of Month 22
Last Day ofMonth 23
Last Day of Month 24
Last Day ofMonth 25
Last Day of Month 26
Last Day ofMonth 27
Outstandino D b t b
e en nre1 su )scrIptlOn amount
I dat mont I en
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
1939393939
1878787879
1818181818
1757575758
1696969697
1636363636
1575757576
1515151515
1454545455
1393939394
1333333333
1272727273
I nterest
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
32323232
31313131
30303030
29292929
28282828
27272727
26262626
25252525
24242424
23232323
22222222
Debenture Payment to I t D b tSll )SCrIP Ion e en nre
t H Idamoun 0 ers
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
60606061 93939394
60606061 92929293
60606061 91919192
60606061 90909091
60606061 89898990
60606061 88888889
60606061 87878788
60606061 86868687
60606061 85858586
60606061 84848485
60606061 83838384
60606061 8~~3 j()gt t~( S( )Page48~60
-
Due date su
Last Day of Month 28
Last Day of Month 29
Last Day of Month 30
Last Day of Month 31
Last Day ofMonth 32
Last Day of Month 33
Last Day of Month 34
Last Day of Month 35
Last Day of Month 36
Last Day of Month 37
Last Day of Month 38
Last Day of Month 39
Last Day of Month 40
Last Day of Month 41
Last Day of Month 42
Last Day of Month 43
Last Day of Month 44
Last Day ofMonth 45
Last Day of Month 46
Last Day of Month 47
Last Day of Tenor
Outstandino D b t b
b ~ t~n ure t SCrIp Ion amoun
t th da mon en
1212121212
1151515152
1090909091
1030303030
969696970
909090909
848484848
787878788
727272727
666666667
606060606
545454545
484848485
424242424
363636364
303030303
242424242
181818182
121212121
60606061
Debentme Payment to Interest subscription
t amoun Debenture
H ld0 ers
21212121 60606061 81818182
20202020 60606061 80808081
19191919 60606061 79797980
18181818 60606061 78787879
17171717 60606061 77777778
16161616 60606061 76767677
15151515 60606061 75757576
14141414 60606061 74747475
13131313 60606061 73737374
12121212 60606061 72727273
11111111 60606061 71717172
10101010 60606061 70707071
9090909 60606061 69696970
8080808 60606061 68686869
7070707 60606061 67676768
6060606 60606061 66666667
5050505 60606061 65656566
4040404 60606061 64646465
3030303 60606061 63636364
2020202 60606061 62626263
1010101 60606061 61616162
The interest payment on the first Due Date shall vary depending on the date onwh~h the
application monies for Debentures arc received til 1~~1
1bull kAij~ lt laquo~~gt ~
-
--
Page 49 of60
ANNEXURE 3
UNDERTAKING BY THE COMPANY
The Company undertakes that bull In the event the Debentures are issued in physical form the Company
shall use a common form of transfer
bull It will provide on a half yearly basis a compliance certificate duly certified by the Debenture Trustee to the Debenture holders in respect of compliance with the terms and conditions of Issue as contained in this Information Memorandum Disclosure Document and
bull Every credit rating obtained shall be periodically reviewed by the Credit Rating Agency and any revision in the rating shall be promptly disclosed by the Company to the Stock Exchange Any change in rating shall be promptly disseminated to Debenture holders and prospective Investors in such manner as the BSE may determine from time to time All information and reports on the Debentures including compliance reports filed by the Company and the Debenture Trustee shall be disseminated to the Debenture holders and the general public by placing them on the website of the Company and shall through the Debenture Trust Deed request the Debenture Trustee to place the same on its website
bull The above Information Memorandum Disclosure Document IS
compliant with all disclosures required to be made for listing of senior non-convertible debentures on a private placement basis on a recognized stock exchange as specified in Schedule I under Regulation 21 of the Securities and Exchange Board of India (Issuing and Listing of Debt Securities) Regulations 2008
laquo~~(~I0~~ For o~InCr ~cture Private Limited
~~WIVijay~
(Chairman)
Page 50 of60
ANNEXURE 4
CREDIT RATING LETTER FROM ICRA LIMITED
Ie R A Limited
Ref DRAT2013-140-362
Mr Sanjay Aggarwal VP - Accounts amp raxation Orris Infrastructure Private Limited J-105 DLF Phase -II MG Road Gurgaon - 122002 Haryana
May 21 2013
Dear Sir
Rc ICRA-assigned Credit Rating for Rs 200 crore NCD Programmc of Orris Infrastructurc l)rivate Limited (instrument details in Annexure)
Please refer to your Rating Requisition dated May 112013 and the subsequent Rating Agreement of May 162013 for carrying out the rating of the aforesaid Bond Programme The Rating Committee
of ICRA after due consideration has assigned a [ICRAIB+ (pronounced as ICM B plus) rating
to the captioned Bond Programme
We would appreciate if you can sign on the duplicate copy of this letter and send it to us within 7
days from the date of this letter as confirmation about the use of the assigned rating The rationale
for assigning the above rating will be sent to you on receipt of your confirmation about the use of our rating as above Any intimation by you about the above rating to any BankerLending
AgencyGovernment AuthoritiesStock Exchange would constitute use of this rating by you
This rating is specific to the terms and conditions of the proposed issue as was indicated to us by you
and any change In the tenns or size of the issue would require the rating to be reviewed by us If
there is any change in the terms and conditions or size of the instrument rated as above the same must be brought to our notice before the issue of the instrument If there is nny such change after the
rating is assigned by us and confirmed to use by you it would be subject to our review and may result in change in the rating assigned
ICRA reserves the right to suspend withdraw or revise the above at any (ime on the basis of new information 01 unav~ilability of information or such other circumstances which ICRA believes may
have an impact on the rating assigned to you
The rating as aforesaid howeVer should not be treated as a recommendation to buy sell or hold the
bonds to be issued by you If the instrument rated as above is not issued by you within a period of 3
BuUding No 5 2 Floor TeL + 91 - 124 - 4545300 wOiosite wwwicraJn Tower A DLF cyber City Fax + 91 - 124 - 4050424 email infoicralndiacom Phase ll Gurgaon 122002
Regd Office 1105 Kailash Building 11 Floor 26 Kastuma Gandhi Marg NeW Delhi - 110001
RATING RES EAR eli INFORMATION
months from the date of this letter communicating the rating the same would stand withdrawn unless
revalidated before the expiry of 3 months
You arc required to forthwith inform us about any default or delay in repayment of intcrest or
principal amount of the instrument mtcd as above or any other debt instruments borrowing Y nu are also required to keep llS forthwith informed of any other devclopments which may have a direct
or indirect impact on the debt servicing capability of the company including any proposal for reshy
schedulement or postponement of the repayment programmes oCthe dues debts of the company with
any lendcr(s) investor(s)
You are required to inform us immediately as and when the borrowing limit for the instrument rated
as above or as prescribed by the regulatory authority (ies) is exceeded
We thank you for your kind cooperation extended during the course of the rating exercise Should
you require any clarification please do not hesitate to get in touch with us
With kind regards
Yours sincerely
for IeRA Limited
-- Iobit Inamdar S (Senior Vice President) (Analyst)
Page 52 of60
Annexure
Details of the bank limits rated by leRA (Rated on long term seale)
Page 53 of60
I eRA limited AIIA~fIiI ofMoltldyIInvllllttmI ~
Ref DRATfl013middot140middot3611
Date August 222013
MI Sanjay AggarwaJ VP - Accounts amp Taxation Orris Infrastructure Private Limited JmiddotIO5 DLF Phasemiddotll MG Road Gurgaonmiddot J22002 Haryana
Dear Sir
Re leRA ruting for Rs 2000 crote NCD Progrumme of Orris Infrastructure Private Umlted
This is with reference to your letter dated August 9 2013 for re-validating your rating for the Rs 200 erore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Boods programme ofyour company and last communicated to you vide QuI letter dated May 212013 stands The other terms and conditions for the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DlRAT12013middot 1410-362 dated May 2013 stands
With kind regards For lCRA Limited
(Senior Vice President)
T~middot + 91middot 124 bull ~ website VWW bulliCfSio fw + 91 124 -~ email info~middoticralndiagtcom
Page 54 of60
Ie R A Lim
Ref DfRAT2013-14O-364
Date October 03 2013
Mr Sanjay Aggarwal VP - Accounts amp Taxation Orris Infrastructure Private Limited J-105 DLF Phasemiddotmiddotll MG Road Gurgaon - 122002 Haryana
Dear Sir
Re ICRA rating for Rs 2000 crOTe NCD Programme of Orris Infrastructure Private Limited
This is with reference to your letter dated September 03 2013 for re-validating your rating for the Rs 200 crore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Bonds programrne of your company and last conununicated to you vide our letter dated August 22 2013 stands The other terrns and conditions fur the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DRATI2QI3middot 14()362 dated May WI3 stands
With kind regards For [eRA Limited
Vi (Senior Vice President)
Buildlng No 2 Iloot Tel + 81 124 - 4545300 websf1e WWWJCf8D
Tower A Cyber Oily Fax + 91 124 bull 4000424 ilImaH lnfoicralfldliLcof1
Phase II Gurgaonmiddot 1~
Regd Offictl noo iltailash Building i 1 Floor 26 KDtwoo Qandhi Marg New Delhi bull 110001
RATING RES EAR C H INfORMATION
Page 55 of60
ANNEXURE 5
CONSENT LETTER FROM DEBENTURE TRUSTEE
Ref No 1750 ITCL JUtmiddots I ru~1 Company Limilt~d
September 30 2013
Orris Infrastructure Private limited (Company) Jmiddot105 OLF PhaSe - 11 MG Road Gurgaon 122002
Kind Attention Mr Vljay Gupta Director
Sub listed Secured Redeemable Non Convertible Debentures (NCDs) aggregating to Rs 200 crs proposed to be issued by the Company on private placement basis
Dear Sirs
This is with reference to our discussion regarding appointment of ILampFS Trust Company limited (ITCL) as Debenture Trustee for the proposedlssue of listed Secured Redeemable NCDsof Rs 1 crore each aggregating to Rs 200 crs to ~ issued by the Company on private placement basis In this regard VIle do hereby give out consent to act as the Debenture Trustee subject to the Company agreeing to the following conditions
1 The Company agrees and undertakes to create the securities over such terms and conditions as detai~d in the signed Information Memorandum as submitted to us and execute the Debenture Trust Deed and other necessary security documents as required
2 The Company agrees amp undertakes to pay Debenture Trustees so long as they hold the office of the De~nture Trustee remuneration as stated in appointment letter dated July 30 2013 for the services as Debenture Trustee in addition to all legal travelling and other costS charges and expenses which the Debenture Trustee or their officers employees or agents rnayiocur in relation to execution of the Debenture Trust Deed and all other documents affecting the Security till the monies in respect of the Debentures have been fully paid-off and the requisite formalities for satisfaction of charge in aU respects have been complied with
3 The Company agrees ft undertakes to comply with the provisions of SEal (Debenture Trustees) Reguliltions 1993 SE61 (Issue and Listing of Debt Securitles) Regulations 2008 SEBICircutar No$EaIIlMOOfgtl1Sondl2oo911 105 dated 11052009 on Simplified Listing Agreement for Debt Securities read with the SEBl Circular No SEBIIIMDDOF-1 tBONDlClr-5120o9 dated the 16th November 2009 the Companies Act 19l)6 ilnd other applicable proviSions I circulars guidelines etc as applicable and amended from time to time and agrees to furnish to Trustees such information in terms of the same on regular basis
Sincerely For ILftFS Trust Company lilDi~d
lL__~~ ~ ~ ~~~ --- ~
Authorized Signatory
lUfFS Finru1 Centre PloINo C 22 G Block 5th Floor Bjr Kurio Complex Bandra (Eastl Mumbamiddotmiddot 40(K)SI INDIA
Bangalor( Office ILEtFSTru1 (ompally Ltdbull ALmiddotLalheef 151 Floor No 2Unioll Slreet Offlnanlry Raad Banglore 5hlX)OI INDIA
New Delhi Offire ILftFSTrusl (ompY tId Amiddot26a lsI Ploor Bhishm Pithamah Marg DefencfCoony New Delhi - 110024 INDIA
Kolkala Offilaquo ILftfSTrusl Company Ltd ILIIFS Constantia lnlflPor n Dr11 lIt Bramachari Street Kolkata bull 700017 INDIA
Page 56 of60
ANNEXURE 6
CONSENT LETTER FROM REGISTRAR AND TRANSFER AGENT i
Skyline Financial Serrr)ices Pvt Ltd SEBI REGISTERED CATEGORY1 REGk)IRARS ampSHARE TRANSfRAtgtENT D153A Ht Floor () nol Area Ph bullbullbullI New Dolhmiddot llO 020 1 9 middot1126812682 2S612~83 EmiddotmaI nOlltyhOaccrn tte-oSi$ wwwSiltyllnfHla_all1
August 29 2013
MrVlneel Kumar Gupta
Sr Manaler Secretarial
Orris InfraSlrucllJre Private Limited
Orris la M G Road
Gurgaoo - 1iG 002 (Hr)
Sub Consent to aet as Registrar to Issue and TfBllSfer Agent
DearSJr
Thls1s in reference 10 YOllr email datild AugJS1 29 2013 We hereby give our consent to act as 21
Registrar to IsSue and Transfer Agent for your propOSed issue of 1O - conveo1ibledebentures Of Rs
20000 Crore (jl1d our name IS Registrar to i$sueandShare Transfer agent may please be included in
Thanking you Y()ursfailhfufy
Vice- President
Page 57 0[60
--
-------
ANNEXURE 7
APPLICA TION FORM
ORRIS INFRASTRUCTURE PRIVATE LIMITED Registered Office RZ-D-5 Mahavir Enclave New Delhi 110045
Corporate Office 1-105 DLF Phase II Mehrauli Gurgaon Gurgaon -122002
Application No ___ Date
Dear Sirs
VWe have read and understood the terms and conditions of issue by Orris Infrastructure Private Limited of senior secured cumulative redeemable Non-Convertible Debentures of face value ~ 10000000 (Rupees One Crores only) having a coupon rate of 20 pa on a private placement basis on the face value aggregating to ~ 2000000000- (Rupees Two Hundred Crores only) (Debenture) contained in the Information Memorandum Disclosure Document dated __2013 VWe bind ourselves to the terms and conditions as contained in the Information Memorandum Disclosure Document and wish to apply for allotment of these Debentures The amount payable on application as shown below is remitted herewith On allotment please place myour name(s) on the Register of Debenture holder(s)
(Please read carefully the instructions on the next page before filling this form)
No of Debentures applied No in figures No in words for
Amount (~)
Detal s I 0 f payment ChequesDemand Date Drawn on Bank DraftlRTGS Details
Applicants Name amp Address in full (please use capital letters)
Pin Code Telephone I Fax Email
I Status Bankin~ Company ( ) Insurance Company ( ) Other ( ) (specify in case of others) Name of Authorized Signatory Designation Signatures Signatoty
Details of Bank Account Bank Name amp Branch Nature ofAccount Account No IFSCINEFT Code middot)---~1
-- --
Depository Details
I1We the undersigned want to hold the Debentures of the Company in the dematerialised fonn Details of myour Beneficiary Account are given below
Depository Participant Name - shy
DPID
Beneficiary Account Number shy
Name of the Applicant
() II We understand that in case of allotment of Debentures to my lour Beneficiary Account as mentioned above would be credited to the extent of Debentures allotted
Taxpayers PAN I GIR No IT CircleIW ardlDistrict ( ) Not Allotted
Tax Deduction Status () Fully ( ) Tax to be ()Yes ONo Exempt deducted at
Source
I1We hereby understand that the Company has not provided and will not provide any material or other infonnation regarding the Debentures except as included in the Infonnation Memorandum Disclosure Document
Signature of the Applicant _________________(Tear here)__________
ACKNOWLEDGEMENT SLIP
Application No Date -- shyReceived From
1shy----------------------~
By ChequelDemand DraftlRTGS No
drawn on towards application for ______ Debentures (Chequesl Demand Drafts are subject to realisation)
For Orris Infrastructure Pvt Ltd
For all further correspondence please contact INFRASTRUCTURE PRIVATE LIMITED Tel +91 124-4979200
Page 59 of60
10
INSTRUCTIONS
You must complete application in full in BLOCK LETTERS IN ENGLISH
2 Your Signatures should be made in English or in any of the Indian languages
3 Application forms duly completed in all respects together with high value Cheques Pay Order Demand Drafts must be lodged at the Orris Infrastructure Private Limited Corporate Office (as provided above)
4 Payments through RTGS shall be made as follows
Beneficiary Account name Orris Infrastructure Private Limited IFSC Code UTIB0000056 Bank Account No 056010200015303 Bank Axis Bank Ltd Branch Sec-14 Gurgaon
5 The Cheque(s)Demand Draft(s) of high value clearing zone should be drawn in favour of ORRIS INFRASTRUCTURE PVT LIMITED and crossed Ale payee only Cheque(s)Demand draft(s) may be drawn on any scheduled bank and payable at Delhi
6 Mr Vineet Gupta as authorised representative of the Company will issue the Acknowledgement Slip (appearing below the Application Form) as acknowledgement of receipt of applications No separate receipt will be issued
7 You should mention your Permanent Account Number or the GIR number allotted under Income- Tax Act 1961 and the Income-Tax CirclelWardlDistrict In case where neither the PAN nor GIR number has been allotted the fact of non-allotment should be mentioned in the application form in the space provided
8 The application would be accepted as per the terms of the issue outlined in the Information Memorandum Disclosure DOC~fii
r1- -~0 gt tl~~ ~gt
j )j~ (~~ ~O
~ shy
Page 60 of60
----------------------------------------------------------------------------------Commercial Property in terms of the memorandum of entry Equitable mortgage and exclusive charge over FSI equivalent to 625000 square feet of the Commercial Complex to be constructed over the Commercial Property ie the total FSI available in the Commercial Project being 70291683 square feet less approx 7791683 square feet of FSI being the FSI sold to customers of the Commercial Project together with all the estate right title interest property claim licenses approvals permissions and demand whatsoever into and upon the same
Exclusive charge over all the rights title interest benefits claims demands of any nature whatsoever of the Company under andor in respect of the CDPL Collaboration Agreements for development and construction of the Commercial Colony and the entire FSI in the Commercial Project along with proportionate undivided interest in the underlying land and without limitation the following the right to compel performance thereunder and to substitute or be substituted for the Company thereunder and to substitute and be substituted thereunder for the Company thereunder and to commence and conduct either in the name of the Company or in its own name or otherwise any proceedings against any person in respect of any breach of the CDPL Collaboration Agreements and all claims of the Company including in any proceedings against all or any such persons to any amounts owing to or received by the Company thereunder and the rights and benefits of all Approvals to the extent capable of assignment together with the right to further assign any of the CDPL Collaboration Agreements and such Approvals to any Person Pledge of shares representing the entire issued and paid up share capital of CDPL under the Deed of Pledge Personal Guarantee of Sh Vijay Gupta Sh Amit Gupta and Smt Kusum Gupta and Cheques
Security Creation The Security shall be created in the favour of the Debenture Trustee on or before the Deemed Date of Allotment
Representation The representations and warranties of the Company will be set out and Warranties in the Debenture Trust Deed
Event ofDefault All events of default as set out in the Debenture Trust Deed
Upon occurrence of such event of default Debenture Trustee shall (on instruction from the Debenture holders) issue a written notice of default to the Company and grant to the Company a cure period in accordance with the terms of Security Documents
The consequences of an event of default shall be governed_lgtY the provisions in the Security Documents and shall inclu9~~ayfu~i1t of
default interest and enforcement of the Security in the manner specified In the Security Documents including appointment of nominee director(s)
Default Interest An additional interest of 4 pa (four percent per annum) over and Rate above the Interest Rate (as defined hereinafter) (viz the default
interest rate shall be 24 (twenty four percent) payable in relation to the Debentures and the Outstanding Amounts payable In accordance with Security Documents
Registrar and Skyline Financial Services Private Limited Transfer Agent
Compliance All provisions clauses regulations specified by GOISEBIRoCBSE with respect to issue and listing of Redeemable and Secured Non-Convertible Debentures shall be complied with by the Company
Assignment Each Investor may transfer or dispose a part or the whole of its Transferability Debentures without the Companys consent
Governing Law The governing law will be the laws of India and the parties submit to and Jurisdiction the exclusive jurisdiction of the courts in Delhi
~-~---~-~
u c tL ~If) -~~-J bull (
Page 47 of60
ANNEXURE 2 PAYMENT SCHEDULE
Due date
Month 0
Last Day ofMonth 1
Last Day ofMonth 2
Last Day ofMonth 3
Last Day ofMonth 4
Last Day ofMonth 5
Last Day ofMonth 6
Last Day of Month 7
Last Day ofMonth 8
Last Day of Month 9
Last Day of Month 10
Last Day of Month 11
Last Day of Month 12
Last Day of Month 13
Last Day of Month 14
Last Day ofMonth 15
Last Day of Month 16
Last Day of Month 17
Last Day of Month 18
Last Day ofMonth 19
Last Day ofMonth 20
Last Day of Month 21
Last Day of Month 22
Last Day ofMonth 23
Last Day of Month 24
Last Day ofMonth 25
Last Day of Month 26
Last Day ofMonth 27
Outstandino D b t b
e en nre1 su )scrIptlOn amount
I dat mont I en
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
1939393939
1878787879
1818181818
1757575758
1696969697
1636363636
1575757576
1515151515
1454545455
1393939394
1333333333
1272727273
I nterest
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
32323232
31313131
30303030
29292929
28282828
27272727
26262626
25252525
24242424
23232323
22222222
Debenture Payment to I t D b tSll )SCrIP Ion e en nre
t H Idamoun 0 ers
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
60606061 93939394
60606061 92929293
60606061 91919192
60606061 90909091
60606061 89898990
60606061 88888889
60606061 87878788
60606061 86868687
60606061 85858586
60606061 84848485
60606061 83838384
60606061 8~~3 j()gt t~( S( )Page48~60
-
Due date su
Last Day of Month 28
Last Day of Month 29
Last Day of Month 30
Last Day of Month 31
Last Day ofMonth 32
Last Day of Month 33
Last Day of Month 34
Last Day of Month 35
Last Day of Month 36
Last Day of Month 37
Last Day of Month 38
Last Day of Month 39
Last Day of Month 40
Last Day of Month 41
Last Day of Month 42
Last Day of Month 43
Last Day of Month 44
Last Day ofMonth 45
Last Day of Month 46
Last Day of Month 47
Last Day of Tenor
Outstandino D b t b
b ~ t~n ure t SCrIp Ion amoun
t th da mon en
1212121212
1151515152
1090909091
1030303030
969696970
909090909
848484848
787878788
727272727
666666667
606060606
545454545
484848485
424242424
363636364
303030303
242424242
181818182
121212121
60606061
Debentme Payment to Interest subscription
t amoun Debenture
H ld0 ers
21212121 60606061 81818182
20202020 60606061 80808081
19191919 60606061 79797980
18181818 60606061 78787879
17171717 60606061 77777778
16161616 60606061 76767677
15151515 60606061 75757576
14141414 60606061 74747475
13131313 60606061 73737374
12121212 60606061 72727273
11111111 60606061 71717172
10101010 60606061 70707071
9090909 60606061 69696970
8080808 60606061 68686869
7070707 60606061 67676768
6060606 60606061 66666667
5050505 60606061 65656566
4040404 60606061 64646465
3030303 60606061 63636364
2020202 60606061 62626263
1010101 60606061 61616162
The interest payment on the first Due Date shall vary depending on the date onwh~h the
application monies for Debentures arc received til 1~~1
1bull kAij~ lt laquo~~gt ~
-
--
Page 49 of60
ANNEXURE 3
UNDERTAKING BY THE COMPANY
The Company undertakes that bull In the event the Debentures are issued in physical form the Company
shall use a common form of transfer
bull It will provide on a half yearly basis a compliance certificate duly certified by the Debenture Trustee to the Debenture holders in respect of compliance with the terms and conditions of Issue as contained in this Information Memorandum Disclosure Document and
bull Every credit rating obtained shall be periodically reviewed by the Credit Rating Agency and any revision in the rating shall be promptly disclosed by the Company to the Stock Exchange Any change in rating shall be promptly disseminated to Debenture holders and prospective Investors in such manner as the BSE may determine from time to time All information and reports on the Debentures including compliance reports filed by the Company and the Debenture Trustee shall be disseminated to the Debenture holders and the general public by placing them on the website of the Company and shall through the Debenture Trust Deed request the Debenture Trustee to place the same on its website
bull The above Information Memorandum Disclosure Document IS
compliant with all disclosures required to be made for listing of senior non-convertible debentures on a private placement basis on a recognized stock exchange as specified in Schedule I under Regulation 21 of the Securities and Exchange Board of India (Issuing and Listing of Debt Securities) Regulations 2008
laquo~~(~I0~~ For o~InCr ~cture Private Limited
~~WIVijay~
(Chairman)
Page 50 of60
ANNEXURE 4
CREDIT RATING LETTER FROM ICRA LIMITED
Ie R A Limited
Ref DRAT2013-140-362
Mr Sanjay Aggarwal VP - Accounts amp raxation Orris Infrastructure Private Limited J-105 DLF Phase -II MG Road Gurgaon - 122002 Haryana
May 21 2013
Dear Sir
Rc ICRA-assigned Credit Rating for Rs 200 crore NCD Programmc of Orris Infrastructurc l)rivate Limited (instrument details in Annexure)
Please refer to your Rating Requisition dated May 112013 and the subsequent Rating Agreement of May 162013 for carrying out the rating of the aforesaid Bond Programme The Rating Committee
of ICRA after due consideration has assigned a [ICRAIB+ (pronounced as ICM B plus) rating
to the captioned Bond Programme
We would appreciate if you can sign on the duplicate copy of this letter and send it to us within 7
days from the date of this letter as confirmation about the use of the assigned rating The rationale
for assigning the above rating will be sent to you on receipt of your confirmation about the use of our rating as above Any intimation by you about the above rating to any BankerLending
AgencyGovernment AuthoritiesStock Exchange would constitute use of this rating by you
This rating is specific to the terms and conditions of the proposed issue as was indicated to us by you
and any change In the tenns or size of the issue would require the rating to be reviewed by us If
there is any change in the terms and conditions or size of the instrument rated as above the same must be brought to our notice before the issue of the instrument If there is nny such change after the
rating is assigned by us and confirmed to use by you it would be subject to our review and may result in change in the rating assigned
ICRA reserves the right to suspend withdraw or revise the above at any (ime on the basis of new information 01 unav~ilability of information or such other circumstances which ICRA believes may
have an impact on the rating assigned to you
The rating as aforesaid howeVer should not be treated as a recommendation to buy sell or hold the
bonds to be issued by you If the instrument rated as above is not issued by you within a period of 3
BuUding No 5 2 Floor TeL + 91 - 124 - 4545300 wOiosite wwwicraJn Tower A DLF cyber City Fax + 91 - 124 - 4050424 email infoicralndiacom Phase ll Gurgaon 122002
Regd Office 1105 Kailash Building 11 Floor 26 Kastuma Gandhi Marg NeW Delhi - 110001
RATING RES EAR eli INFORMATION
months from the date of this letter communicating the rating the same would stand withdrawn unless
revalidated before the expiry of 3 months
You arc required to forthwith inform us about any default or delay in repayment of intcrest or
principal amount of the instrument mtcd as above or any other debt instruments borrowing Y nu are also required to keep llS forthwith informed of any other devclopments which may have a direct
or indirect impact on the debt servicing capability of the company including any proposal for reshy
schedulement or postponement of the repayment programmes oCthe dues debts of the company with
any lendcr(s) investor(s)
You are required to inform us immediately as and when the borrowing limit for the instrument rated
as above or as prescribed by the regulatory authority (ies) is exceeded
We thank you for your kind cooperation extended during the course of the rating exercise Should
you require any clarification please do not hesitate to get in touch with us
With kind regards
Yours sincerely
for IeRA Limited
-- Iobit Inamdar S (Senior Vice President) (Analyst)
Page 52 of60
Annexure
Details of the bank limits rated by leRA (Rated on long term seale)
Page 53 of60
I eRA limited AIIA~fIiI ofMoltldyIInvllllttmI ~
Ref DRATfl013middot140middot3611
Date August 222013
MI Sanjay AggarwaJ VP - Accounts amp Taxation Orris Infrastructure Private Limited JmiddotIO5 DLF Phasemiddotll MG Road Gurgaonmiddot J22002 Haryana
Dear Sir
Re leRA ruting for Rs 2000 crote NCD Progrumme of Orris Infrastructure Private Umlted
This is with reference to your letter dated August 9 2013 for re-validating your rating for the Rs 200 erore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Boods programme ofyour company and last communicated to you vide QuI letter dated May 212013 stands The other terms and conditions for the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DlRAT12013middot 1410-362 dated May 2013 stands
With kind regards For lCRA Limited
(Senior Vice President)
T~middot + 91middot 124 bull ~ website VWW bulliCfSio fw + 91 124 -~ email info~middoticralndiagtcom
Page 54 of60
Ie R A Lim
Ref DfRAT2013-14O-364
Date October 03 2013
Mr Sanjay Aggarwal VP - Accounts amp Taxation Orris Infrastructure Private Limited J-105 DLF Phasemiddotmiddotll MG Road Gurgaon - 122002 Haryana
Dear Sir
Re ICRA rating for Rs 2000 crOTe NCD Programme of Orris Infrastructure Private Limited
This is with reference to your letter dated September 03 2013 for re-validating your rating for the Rs 200 crore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Bonds programrne of your company and last conununicated to you vide our letter dated August 22 2013 stands The other terrns and conditions fur the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DRATI2QI3middot 14()362 dated May WI3 stands
With kind regards For [eRA Limited
Vi (Senior Vice President)
Buildlng No 2 Iloot Tel + 81 124 - 4545300 websf1e WWWJCf8D
Tower A Cyber Oily Fax + 91 124 bull 4000424 ilImaH lnfoicralfldliLcof1
Phase II Gurgaonmiddot 1~
Regd Offictl noo iltailash Building i 1 Floor 26 KDtwoo Qandhi Marg New Delhi bull 110001
RATING RES EAR C H INfORMATION
Page 55 of60
ANNEXURE 5
CONSENT LETTER FROM DEBENTURE TRUSTEE
Ref No 1750 ITCL JUtmiddots I ru~1 Company Limilt~d
September 30 2013
Orris Infrastructure Private limited (Company) Jmiddot105 OLF PhaSe - 11 MG Road Gurgaon 122002
Kind Attention Mr Vljay Gupta Director
Sub listed Secured Redeemable Non Convertible Debentures (NCDs) aggregating to Rs 200 crs proposed to be issued by the Company on private placement basis
Dear Sirs
This is with reference to our discussion regarding appointment of ILampFS Trust Company limited (ITCL) as Debenture Trustee for the proposedlssue of listed Secured Redeemable NCDsof Rs 1 crore each aggregating to Rs 200 crs to ~ issued by the Company on private placement basis In this regard VIle do hereby give out consent to act as the Debenture Trustee subject to the Company agreeing to the following conditions
1 The Company agrees and undertakes to create the securities over such terms and conditions as detai~d in the signed Information Memorandum as submitted to us and execute the Debenture Trust Deed and other necessary security documents as required
2 The Company agrees amp undertakes to pay Debenture Trustees so long as they hold the office of the De~nture Trustee remuneration as stated in appointment letter dated July 30 2013 for the services as Debenture Trustee in addition to all legal travelling and other costS charges and expenses which the Debenture Trustee or their officers employees or agents rnayiocur in relation to execution of the Debenture Trust Deed and all other documents affecting the Security till the monies in respect of the Debentures have been fully paid-off and the requisite formalities for satisfaction of charge in aU respects have been complied with
3 The Company agrees ft undertakes to comply with the provisions of SEal (Debenture Trustees) Reguliltions 1993 SE61 (Issue and Listing of Debt Securitles) Regulations 2008 SEBICircutar No$EaIIlMOOfgtl1Sondl2oo911 105 dated 11052009 on Simplified Listing Agreement for Debt Securities read with the SEBl Circular No SEBIIIMDDOF-1 tBONDlClr-5120o9 dated the 16th November 2009 the Companies Act 19l)6 ilnd other applicable proviSions I circulars guidelines etc as applicable and amended from time to time and agrees to furnish to Trustees such information in terms of the same on regular basis
Sincerely For ILftFS Trust Company lilDi~d
lL__~~ ~ ~ ~~~ --- ~
Authorized Signatory
lUfFS Finru1 Centre PloINo C 22 G Block 5th Floor Bjr Kurio Complex Bandra (Eastl Mumbamiddotmiddot 40(K)SI INDIA
Bangalor( Office ILEtFSTru1 (ompally Ltdbull ALmiddotLalheef 151 Floor No 2Unioll Slreet Offlnanlry Raad Banglore 5hlX)OI INDIA
New Delhi Offire ILftFSTrusl (ompY tId Amiddot26a lsI Ploor Bhishm Pithamah Marg DefencfCoony New Delhi - 110024 INDIA
Kolkala Offilaquo ILftfSTrusl Company Ltd ILIIFS Constantia lnlflPor n Dr11 lIt Bramachari Street Kolkata bull 700017 INDIA
Page 56 of60
ANNEXURE 6
CONSENT LETTER FROM REGISTRAR AND TRANSFER AGENT i
Skyline Financial Serrr)ices Pvt Ltd SEBI REGISTERED CATEGORY1 REGk)IRARS ampSHARE TRANSfRAtgtENT D153A Ht Floor () nol Area Ph bullbullbullI New Dolhmiddot llO 020 1 9 middot1126812682 2S612~83 EmiddotmaI nOlltyhOaccrn tte-oSi$ wwwSiltyllnfHla_all1
August 29 2013
MrVlneel Kumar Gupta
Sr Manaler Secretarial
Orris InfraSlrucllJre Private Limited
Orris la M G Road
Gurgaoo - 1iG 002 (Hr)
Sub Consent to aet as Registrar to Issue and TfBllSfer Agent
DearSJr
Thls1s in reference 10 YOllr email datild AugJS1 29 2013 We hereby give our consent to act as 21
Registrar to IsSue and Transfer Agent for your propOSed issue of 1O - conveo1ibledebentures Of Rs
20000 Crore (jl1d our name IS Registrar to i$sueandShare Transfer agent may please be included in
Thanking you Y()ursfailhfufy
Vice- President
Page 57 0[60
--
-------
ANNEXURE 7
APPLICA TION FORM
ORRIS INFRASTRUCTURE PRIVATE LIMITED Registered Office RZ-D-5 Mahavir Enclave New Delhi 110045
Corporate Office 1-105 DLF Phase II Mehrauli Gurgaon Gurgaon -122002
Application No ___ Date
Dear Sirs
VWe have read and understood the terms and conditions of issue by Orris Infrastructure Private Limited of senior secured cumulative redeemable Non-Convertible Debentures of face value ~ 10000000 (Rupees One Crores only) having a coupon rate of 20 pa on a private placement basis on the face value aggregating to ~ 2000000000- (Rupees Two Hundred Crores only) (Debenture) contained in the Information Memorandum Disclosure Document dated __2013 VWe bind ourselves to the terms and conditions as contained in the Information Memorandum Disclosure Document and wish to apply for allotment of these Debentures The amount payable on application as shown below is remitted herewith On allotment please place myour name(s) on the Register of Debenture holder(s)
(Please read carefully the instructions on the next page before filling this form)
No of Debentures applied No in figures No in words for
Amount (~)
Detal s I 0 f payment ChequesDemand Date Drawn on Bank DraftlRTGS Details
Applicants Name amp Address in full (please use capital letters)
Pin Code Telephone I Fax Email
I Status Bankin~ Company ( ) Insurance Company ( ) Other ( ) (specify in case of others) Name of Authorized Signatory Designation Signatures Signatoty
Details of Bank Account Bank Name amp Branch Nature ofAccount Account No IFSCINEFT Code middot)---~1
-- --
Depository Details
I1We the undersigned want to hold the Debentures of the Company in the dematerialised fonn Details of myour Beneficiary Account are given below
Depository Participant Name - shy
DPID
Beneficiary Account Number shy
Name of the Applicant
() II We understand that in case of allotment of Debentures to my lour Beneficiary Account as mentioned above would be credited to the extent of Debentures allotted
Taxpayers PAN I GIR No IT CircleIW ardlDistrict ( ) Not Allotted
Tax Deduction Status () Fully ( ) Tax to be ()Yes ONo Exempt deducted at
Source
I1We hereby understand that the Company has not provided and will not provide any material or other infonnation regarding the Debentures except as included in the Infonnation Memorandum Disclosure Document
Signature of the Applicant _________________(Tear here)__________
ACKNOWLEDGEMENT SLIP
Application No Date -- shyReceived From
1shy----------------------~
By ChequelDemand DraftlRTGS No
drawn on towards application for ______ Debentures (Chequesl Demand Drafts are subject to realisation)
For Orris Infrastructure Pvt Ltd
For all further correspondence please contact INFRASTRUCTURE PRIVATE LIMITED Tel +91 124-4979200
Page 59 of60
10
INSTRUCTIONS
You must complete application in full in BLOCK LETTERS IN ENGLISH
2 Your Signatures should be made in English or in any of the Indian languages
3 Application forms duly completed in all respects together with high value Cheques Pay Order Demand Drafts must be lodged at the Orris Infrastructure Private Limited Corporate Office (as provided above)
4 Payments through RTGS shall be made as follows
Beneficiary Account name Orris Infrastructure Private Limited IFSC Code UTIB0000056 Bank Account No 056010200015303 Bank Axis Bank Ltd Branch Sec-14 Gurgaon
5 The Cheque(s)Demand Draft(s) of high value clearing zone should be drawn in favour of ORRIS INFRASTRUCTURE PVT LIMITED and crossed Ale payee only Cheque(s)Demand draft(s) may be drawn on any scheduled bank and payable at Delhi
6 Mr Vineet Gupta as authorised representative of the Company will issue the Acknowledgement Slip (appearing below the Application Form) as acknowledgement of receipt of applications No separate receipt will be issued
7 You should mention your Permanent Account Number or the GIR number allotted under Income- Tax Act 1961 and the Income-Tax CirclelWardlDistrict In case where neither the PAN nor GIR number has been allotted the fact of non-allotment should be mentioned in the application form in the space provided
8 The application would be accepted as per the terms of the issue outlined in the Information Memorandum Disclosure DOC~fii
r1- -~0 gt tl~~ ~gt
j )j~ (~~ ~O
~ shy
Page 60 of60
default interest and enforcement of the Security in the manner specified In the Security Documents including appointment of nominee director(s)
Default Interest An additional interest of 4 pa (four percent per annum) over and Rate above the Interest Rate (as defined hereinafter) (viz the default
interest rate shall be 24 (twenty four percent) payable in relation to the Debentures and the Outstanding Amounts payable In accordance with Security Documents
Registrar and Skyline Financial Services Private Limited Transfer Agent
Compliance All provisions clauses regulations specified by GOISEBIRoCBSE with respect to issue and listing of Redeemable and Secured Non-Convertible Debentures shall be complied with by the Company
Assignment Each Investor may transfer or dispose a part or the whole of its Transferability Debentures without the Companys consent
Governing Law The governing law will be the laws of India and the parties submit to and Jurisdiction the exclusive jurisdiction of the courts in Delhi
~-~---~-~
u c tL ~If) -~~-J bull (
Page 47 of60
ANNEXURE 2 PAYMENT SCHEDULE
Due date
Month 0
Last Day ofMonth 1
Last Day ofMonth 2
Last Day ofMonth 3
Last Day ofMonth 4
Last Day ofMonth 5
Last Day ofMonth 6
Last Day of Month 7
Last Day ofMonth 8
Last Day of Month 9
Last Day of Month 10
Last Day of Month 11
Last Day of Month 12
Last Day of Month 13
Last Day of Month 14
Last Day ofMonth 15
Last Day of Month 16
Last Day of Month 17
Last Day of Month 18
Last Day ofMonth 19
Last Day ofMonth 20
Last Day of Month 21
Last Day of Month 22
Last Day ofMonth 23
Last Day of Month 24
Last Day ofMonth 25
Last Day of Month 26
Last Day ofMonth 27
Outstandino D b t b
e en nre1 su )scrIptlOn amount
I dat mont I en
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
1939393939
1878787879
1818181818
1757575758
1696969697
1636363636
1575757576
1515151515
1454545455
1393939394
1333333333
1272727273
I nterest
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
32323232
31313131
30303030
29292929
28282828
27272727
26262626
25252525
24242424
23232323
22222222
Debenture Payment to I t D b tSll )SCrIP Ion e en nre
t H Idamoun 0 ers
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
60606061 93939394
60606061 92929293
60606061 91919192
60606061 90909091
60606061 89898990
60606061 88888889
60606061 87878788
60606061 86868687
60606061 85858586
60606061 84848485
60606061 83838384
60606061 8~~3 j()gt t~( S( )Page48~60
-
Due date su
Last Day of Month 28
Last Day of Month 29
Last Day of Month 30
Last Day of Month 31
Last Day ofMonth 32
Last Day of Month 33
Last Day of Month 34
Last Day of Month 35
Last Day of Month 36
Last Day of Month 37
Last Day of Month 38
Last Day of Month 39
Last Day of Month 40
Last Day of Month 41
Last Day of Month 42
Last Day of Month 43
Last Day of Month 44
Last Day ofMonth 45
Last Day of Month 46
Last Day of Month 47
Last Day of Tenor
Outstandino D b t b
b ~ t~n ure t SCrIp Ion amoun
t th da mon en
1212121212
1151515152
1090909091
1030303030
969696970
909090909
848484848
787878788
727272727
666666667
606060606
545454545
484848485
424242424
363636364
303030303
242424242
181818182
121212121
60606061
Debentme Payment to Interest subscription
t amoun Debenture
H ld0 ers
21212121 60606061 81818182
20202020 60606061 80808081
19191919 60606061 79797980
18181818 60606061 78787879
17171717 60606061 77777778
16161616 60606061 76767677
15151515 60606061 75757576
14141414 60606061 74747475
13131313 60606061 73737374
12121212 60606061 72727273
11111111 60606061 71717172
10101010 60606061 70707071
9090909 60606061 69696970
8080808 60606061 68686869
7070707 60606061 67676768
6060606 60606061 66666667
5050505 60606061 65656566
4040404 60606061 64646465
3030303 60606061 63636364
2020202 60606061 62626263
1010101 60606061 61616162
The interest payment on the first Due Date shall vary depending on the date onwh~h the
application monies for Debentures arc received til 1~~1
1bull kAij~ lt laquo~~gt ~
-
--
Page 49 of60
ANNEXURE 3
UNDERTAKING BY THE COMPANY
The Company undertakes that bull In the event the Debentures are issued in physical form the Company
shall use a common form of transfer
bull It will provide on a half yearly basis a compliance certificate duly certified by the Debenture Trustee to the Debenture holders in respect of compliance with the terms and conditions of Issue as contained in this Information Memorandum Disclosure Document and
bull Every credit rating obtained shall be periodically reviewed by the Credit Rating Agency and any revision in the rating shall be promptly disclosed by the Company to the Stock Exchange Any change in rating shall be promptly disseminated to Debenture holders and prospective Investors in such manner as the BSE may determine from time to time All information and reports on the Debentures including compliance reports filed by the Company and the Debenture Trustee shall be disseminated to the Debenture holders and the general public by placing them on the website of the Company and shall through the Debenture Trust Deed request the Debenture Trustee to place the same on its website
bull The above Information Memorandum Disclosure Document IS
compliant with all disclosures required to be made for listing of senior non-convertible debentures on a private placement basis on a recognized stock exchange as specified in Schedule I under Regulation 21 of the Securities and Exchange Board of India (Issuing and Listing of Debt Securities) Regulations 2008
laquo~~(~I0~~ For o~InCr ~cture Private Limited
~~WIVijay~
(Chairman)
Page 50 of60
ANNEXURE 4
CREDIT RATING LETTER FROM ICRA LIMITED
Ie R A Limited
Ref DRAT2013-140-362
Mr Sanjay Aggarwal VP - Accounts amp raxation Orris Infrastructure Private Limited J-105 DLF Phase -II MG Road Gurgaon - 122002 Haryana
May 21 2013
Dear Sir
Rc ICRA-assigned Credit Rating for Rs 200 crore NCD Programmc of Orris Infrastructurc l)rivate Limited (instrument details in Annexure)
Please refer to your Rating Requisition dated May 112013 and the subsequent Rating Agreement of May 162013 for carrying out the rating of the aforesaid Bond Programme The Rating Committee
of ICRA after due consideration has assigned a [ICRAIB+ (pronounced as ICM B plus) rating
to the captioned Bond Programme
We would appreciate if you can sign on the duplicate copy of this letter and send it to us within 7
days from the date of this letter as confirmation about the use of the assigned rating The rationale
for assigning the above rating will be sent to you on receipt of your confirmation about the use of our rating as above Any intimation by you about the above rating to any BankerLending
AgencyGovernment AuthoritiesStock Exchange would constitute use of this rating by you
This rating is specific to the terms and conditions of the proposed issue as was indicated to us by you
and any change In the tenns or size of the issue would require the rating to be reviewed by us If
there is any change in the terms and conditions or size of the instrument rated as above the same must be brought to our notice before the issue of the instrument If there is nny such change after the
rating is assigned by us and confirmed to use by you it would be subject to our review and may result in change in the rating assigned
ICRA reserves the right to suspend withdraw or revise the above at any (ime on the basis of new information 01 unav~ilability of information or such other circumstances which ICRA believes may
have an impact on the rating assigned to you
The rating as aforesaid howeVer should not be treated as a recommendation to buy sell or hold the
bonds to be issued by you If the instrument rated as above is not issued by you within a period of 3
BuUding No 5 2 Floor TeL + 91 - 124 - 4545300 wOiosite wwwicraJn Tower A DLF cyber City Fax + 91 - 124 - 4050424 email infoicralndiacom Phase ll Gurgaon 122002
Regd Office 1105 Kailash Building 11 Floor 26 Kastuma Gandhi Marg NeW Delhi - 110001
RATING RES EAR eli INFORMATION
months from the date of this letter communicating the rating the same would stand withdrawn unless
revalidated before the expiry of 3 months
You arc required to forthwith inform us about any default or delay in repayment of intcrest or
principal amount of the instrument mtcd as above or any other debt instruments borrowing Y nu are also required to keep llS forthwith informed of any other devclopments which may have a direct
or indirect impact on the debt servicing capability of the company including any proposal for reshy
schedulement or postponement of the repayment programmes oCthe dues debts of the company with
any lendcr(s) investor(s)
You are required to inform us immediately as and when the borrowing limit for the instrument rated
as above or as prescribed by the regulatory authority (ies) is exceeded
We thank you for your kind cooperation extended during the course of the rating exercise Should
you require any clarification please do not hesitate to get in touch with us
With kind regards
Yours sincerely
for IeRA Limited
-- Iobit Inamdar S (Senior Vice President) (Analyst)
Page 52 of60
Annexure
Details of the bank limits rated by leRA (Rated on long term seale)
Page 53 of60
I eRA limited AIIA~fIiI ofMoltldyIInvllllttmI ~
Ref DRATfl013middot140middot3611
Date August 222013
MI Sanjay AggarwaJ VP - Accounts amp Taxation Orris Infrastructure Private Limited JmiddotIO5 DLF Phasemiddotll MG Road Gurgaonmiddot J22002 Haryana
Dear Sir
Re leRA ruting for Rs 2000 crote NCD Progrumme of Orris Infrastructure Private Umlted
This is with reference to your letter dated August 9 2013 for re-validating your rating for the Rs 200 erore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Boods programme ofyour company and last communicated to you vide QuI letter dated May 212013 stands The other terms and conditions for the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DlRAT12013middot 1410-362 dated May 2013 stands
With kind regards For lCRA Limited
(Senior Vice President)
T~middot + 91middot 124 bull ~ website VWW bulliCfSio fw + 91 124 -~ email info~middoticralndiagtcom
Page 54 of60
Ie R A Lim
Ref DfRAT2013-14O-364
Date October 03 2013
Mr Sanjay Aggarwal VP - Accounts amp Taxation Orris Infrastructure Private Limited J-105 DLF Phasemiddotmiddotll MG Road Gurgaon - 122002 Haryana
Dear Sir
Re ICRA rating for Rs 2000 crOTe NCD Programme of Orris Infrastructure Private Limited
This is with reference to your letter dated September 03 2013 for re-validating your rating for the Rs 200 crore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Bonds programrne of your company and last conununicated to you vide our letter dated August 22 2013 stands The other terrns and conditions fur the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DRATI2QI3middot 14()362 dated May WI3 stands
With kind regards For [eRA Limited
Vi (Senior Vice President)
Buildlng No 2 Iloot Tel + 81 124 - 4545300 websf1e WWWJCf8D
Tower A Cyber Oily Fax + 91 124 bull 4000424 ilImaH lnfoicralfldliLcof1
Phase II Gurgaonmiddot 1~
Regd Offictl noo iltailash Building i 1 Floor 26 KDtwoo Qandhi Marg New Delhi bull 110001
RATING RES EAR C H INfORMATION
Page 55 of60
ANNEXURE 5
CONSENT LETTER FROM DEBENTURE TRUSTEE
Ref No 1750 ITCL JUtmiddots I ru~1 Company Limilt~d
September 30 2013
Orris Infrastructure Private limited (Company) Jmiddot105 OLF PhaSe - 11 MG Road Gurgaon 122002
Kind Attention Mr Vljay Gupta Director
Sub listed Secured Redeemable Non Convertible Debentures (NCDs) aggregating to Rs 200 crs proposed to be issued by the Company on private placement basis
Dear Sirs
This is with reference to our discussion regarding appointment of ILampFS Trust Company limited (ITCL) as Debenture Trustee for the proposedlssue of listed Secured Redeemable NCDsof Rs 1 crore each aggregating to Rs 200 crs to ~ issued by the Company on private placement basis In this regard VIle do hereby give out consent to act as the Debenture Trustee subject to the Company agreeing to the following conditions
1 The Company agrees and undertakes to create the securities over such terms and conditions as detai~d in the signed Information Memorandum as submitted to us and execute the Debenture Trust Deed and other necessary security documents as required
2 The Company agrees amp undertakes to pay Debenture Trustees so long as they hold the office of the De~nture Trustee remuneration as stated in appointment letter dated July 30 2013 for the services as Debenture Trustee in addition to all legal travelling and other costS charges and expenses which the Debenture Trustee or their officers employees or agents rnayiocur in relation to execution of the Debenture Trust Deed and all other documents affecting the Security till the monies in respect of the Debentures have been fully paid-off and the requisite formalities for satisfaction of charge in aU respects have been complied with
3 The Company agrees ft undertakes to comply with the provisions of SEal (Debenture Trustees) Reguliltions 1993 SE61 (Issue and Listing of Debt Securitles) Regulations 2008 SEBICircutar No$EaIIlMOOfgtl1Sondl2oo911 105 dated 11052009 on Simplified Listing Agreement for Debt Securities read with the SEBl Circular No SEBIIIMDDOF-1 tBONDlClr-5120o9 dated the 16th November 2009 the Companies Act 19l)6 ilnd other applicable proviSions I circulars guidelines etc as applicable and amended from time to time and agrees to furnish to Trustees such information in terms of the same on regular basis
Sincerely For ILftFS Trust Company lilDi~d
lL__~~ ~ ~ ~~~ --- ~
Authorized Signatory
lUfFS Finru1 Centre PloINo C 22 G Block 5th Floor Bjr Kurio Complex Bandra (Eastl Mumbamiddotmiddot 40(K)SI INDIA
Bangalor( Office ILEtFSTru1 (ompally Ltdbull ALmiddotLalheef 151 Floor No 2Unioll Slreet Offlnanlry Raad Banglore 5hlX)OI INDIA
New Delhi Offire ILftFSTrusl (ompY tId Amiddot26a lsI Ploor Bhishm Pithamah Marg DefencfCoony New Delhi - 110024 INDIA
Kolkala Offilaquo ILftfSTrusl Company Ltd ILIIFS Constantia lnlflPor n Dr11 lIt Bramachari Street Kolkata bull 700017 INDIA
Page 56 of60
ANNEXURE 6
CONSENT LETTER FROM REGISTRAR AND TRANSFER AGENT i
Skyline Financial Serrr)ices Pvt Ltd SEBI REGISTERED CATEGORY1 REGk)IRARS ampSHARE TRANSfRAtgtENT D153A Ht Floor () nol Area Ph bullbullbullI New Dolhmiddot llO 020 1 9 middot1126812682 2S612~83 EmiddotmaI nOlltyhOaccrn tte-oSi$ wwwSiltyllnfHla_all1
August 29 2013
MrVlneel Kumar Gupta
Sr Manaler Secretarial
Orris InfraSlrucllJre Private Limited
Orris la M G Road
Gurgaoo - 1iG 002 (Hr)
Sub Consent to aet as Registrar to Issue and TfBllSfer Agent
DearSJr
Thls1s in reference 10 YOllr email datild AugJS1 29 2013 We hereby give our consent to act as 21
Registrar to IsSue and Transfer Agent for your propOSed issue of 1O - conveo1ibledebentures Of Rs
20000 Crore (jl1d our name IS Registrar to i$sueandShare Transfer agent may please be included in
Thanking you Y()ursfailhfufy
Vice- President
Page 57 0[60
--
-------
ANNEXURE 7
APPLICA TION FORM
ORRIS INFRASTRUCTURE PRIVATE LIMITED Registered Office RZ-D-5 Mahavir Enclave New Delhi 110045
Corporate Office 1-105 DLF Phase II Mehrauli Gurgaon Gurgaon -122002
Application No ___ Date
Dear Sirs
VWe have read and understood the terms and conditions of issue by Orris Infrastructure Private Limited of senior secured cumulative redeemable Non-Convertible Debentures of face value ~ 10000000 (Rupees One Crores only) having a coupon rate of 20 pa on a private placement basis on the face value aggregating to ~ 2000000000- (Rupees Two Hundred Crores only) (Debenture) contained in the Information Memorandum Disclosure Document dated __2013 VWe bind ourselves to the terms and conditions as contained in the Information Memorandum Disclosure Document and wish to apply for allotment of these Debentures The amount payable on application as shown below is remitted herewith On allotment please place myour name(s) on the Register of Debenture holder(s)
(Please read carefully the instructions on the next page before filling this form)
No of Debentures applied No in figures No in words for
Amount (~)
Detal s I 0 f payment ChequesDemand Date Drawn on Bank DraftlRTGS Details
Applicants Name amp Address in full (please use capital letters)
Pin Code Telephone I Fax Email
I Status Bankin~ Company ( ) Insurance Company ( ) Other ( ) (specify in case of others) Name of Authorized Signatory Designation Signatures Signatoty
Details of Bank Account Bank Name amp Branch Nature ofAccount Account No IFSCINEFT Code middot)---~1
-- --
Depository Details
I1We the undersigned want to hold the Debentures of the Company in the dematerialised fonn Details of myour Beneficiary Account are given below
Depository Participant Name - shy
DPID
Beneficiary Account Number shy
Name of the Applicant
() II We understand that in case of allotment of Debentures to my lour Beneficiary Account as mentioned above would be credited to the extent of Debentures allotted
Taxpayers PAN I GIR No IT CircleIW ardlDistrict ( ) Not Allotted
Tax Deduction Status () Fully ( ) Tax to be ()Yes ONo Exempt deducted at
Source
I1We hereby understand that the Company has not provided and will not provide any material or other infonnation regarding the Debentures except as included in the Infonnation Memorandum Disclosure Document
Signature of the Applicant _________________(Tear here)__________
ACKNOWLEDGEMENT SLIP
Application No Date -- shyReceived From
1shy----------------------~
By ChequelDemand DraftlRTGS No
drawn on towards application for ______ Debentures (Chequesl Demand Drafts are subject to realisation)
For Orris Infrastructure Pvt Ltd
For all further correspondence please contact INFRASTRUCTURE PRIVATE LIMITED Tel +91 124-4979200
Page 59 of60
10
INSTRUCTIONS
You must complete application in full in BLOCK LETTERS IN ENGLISH
2 Your Signatures should be made in English or in any of the Indian languages
3 Application forms duly completed in all respects together with high value Cheques Pay Order Demand Drafts must be lodged at the Orris Infrastructure Private Limited Corporate Office (as provided above)
4 Payments through RTGS shall be made as follows
Beneficiary Account name Orris Infrastructure Private Limited IFSC Code UTIB0000056 Bank Account No 056010200015303 Bank Axis Bank Ltd Branch Sec-14 Gurgaon
5 The Cheque(s)Demand Draft(s) of high value clearing zone should be drawn in favour of ORRIS INFRASTRUCTURE PVT LIMITED and crossed Ale payee only Cheque(s)Demand draft(s) may be drawn on any scheduled bank and payable at Delhi
6 Mr Vineet Gupta as authorised representative of the Company will issue the Acknowledgement Slip (appearing below the Application Form) as acknowledgement of receipt of applications No separate receipt will be issued
7 You should mention your Permanent Account Number or the GIR number allotted under Income- Tax Act 1961 and the Income-Tax CirclelWardlDistrict In case where neither the PAN nor GIR number has been allotted the fact of non-allotment should be mentioned in the application form in the space provided
8 The application would be accepted as per the terms of the issue outlined in the Information Memorandum Disclosure DOC~fii
r1- -~0 gt tl~~ ~gt
j )j~ (~~ ~O
~ shy
Page 60 of60
ANNEXURE 2 PAYMENT SCHEDULE
Due date
Month 0
Last Day ofMonth 1
Last Day ofMonth 2
Last Day ofMonth 3
Last Day ofMonth 4
Last Day ofMonth 5
Last Day ofMonth 6
Last Day of Month 7
Last Day ofMonth 8
Last Day of Month 9
Last Day of Month 10
Last Day of Month 11
Last Day of Month 12
Last Day of Month 13
Last Day of Month 14
Last Day ofMonth 15
Last Day of Month 16
Last Day of Month 17
Last Day of Month 18
Last Day ofMonth 19
Last Day ofMonth 20
Last Day of Month 21
Last Day of Month 22
Last Day ofMonth 23
Last Day of Month 24
Last Day ofMonth 25
Last Day of Month 26
Last Day ofMonth 27
Outstandino D b t b
e en nre1 su )scrIptlOn amount
I dat mont I en
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
2000000000
1939393939
1878787879
1818181818
1757575758
1696969697
1636363636
1575757576
1515151515
1454545455
1393939394
1333333333
1272727273
I nterest
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
32323232
31313131
30303030
29292929
28282828
27272727
26262626
25252525
24242424
23232323
22222222
Debenture Payment to I t D b tSll )SCrIP Ion e en nre
t H Idamoun 0 ers
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
33333333
60606061 93939394
60606061 92929293
60606061 91919192
60606061 90909091
60606061 89898990
60606061 88888889
60606061 87878788
60606061 86868687
60606061 85858586
60606061 84848485
60606061 83838384
60606061 8~~3 j()gt t~( S( )Page48~60
-
Due date su
Last Day of Month 28
Last Day of Month 29
Last Day of Month 30
Last Day of Month 31
Last Day ofMonth 32
Last Day of Month 33
Last Day of Month 34
Last Day of Month 35
Last Day of Month 36
Last Day of Month 37
Last Day of Month 38
Last Day of Month 39
Last Day of Month 40
Last Day of Month 41
Last Day of Month 42
Last Day of Month 43
Last Day of Month 44
Last Day ofMonth 45
Last Day of Month 46
Last Day of Month 47
Last Day of Tenor
Outstandino D b t b
b ~ t~n ure t SCrIp Ion amoun
t th da mon en
1212121212
1151515152
1090909091
1030303030
969696970
909090909
848484848
787878788
727272727
666666667
606060606
545454545
484848485
424242424
363636364
303030303
242424242
181818182
121212121
60606061
Debentme Payment to Interest subscription
t amoun Debenture
H ld0 ers
21212121 60606061 81818182
20202020 60606061 80808081
19191919 60606061 79797980
18181818 60606061 78787879
17171717 60606061 77777778
16161616 60606061 76767677
15151515 60606061 75757576
14141414 60606061 74747475
13131313 60606061 73737374
12121212 60606061 72727273
11111111 60606061 71717172
10101010 60606061 70707071
9090909 60606061 69696970
8080808 60606061 68686869
7070707 60606061 67676768
6060606 60606061 66666667
5050505 60606061 65656566
4040404 60606061 64646465
3030303 60606061 63636364
2020202 60606061 62626263
1010101 60606061 61616162
The interest payment on the first Due Date shall vary depending on the date onwh~h the
application monies for Debentures arc received til 1~~1
1bull kAij~ lt laquo~~gt ~
-
--
Page 49 of60
ANNEXURE 3
UNDERTAKING BY THE COMPANY
The Company undertakes that bull In the event the Debentures are issued in physical form the Company
shall use a common form of transfer
bull It will provide on a half yearly basis a compliance certificate duly certified by the Debenture Trustee to the Debenture holders in respect of compliance with the terms and conditions of Issue as contained in this Information Memorandum Disclosure Document and
bull Every credit rating obtained shall be periodically reviewed by the Credit Rating Agency and any revision in the rating shall be promptly disclosed by the Company to the Stock Exchange Any change in rating shall be promptly disseminated to Debenture holders and prospective Investors in such manner as the BSE may determine from time to time All information and reports on the Debentures including compliance reports filed by the Company and the Debenture Trustee shall be disseminated to the Debenture holders and the general public by placing them on the website of the Company and shall through the Debenture Trust Deed request the Debenture Trustee to place the same on its website
bull The above Information Memorandum Disclosure Document IS
compliant with all disclosures required to be made for listing of senior non-convertible debentures on a private placement basis on a recognized stock exchange as specified in Schedule I under Regulation 21 of the Securities and Exchange Board of India (Issuing and Listing of Debt Securities) Regulations 2008
laquo~~(~I0~~ For o~InCr ~cture Private Limited
~~WIVijay~
(Chairman)
Page 50 of60
ANNEXURE 4
CREDIT RATING LETTER FROM ICRA LIMITED
Ie R A Limited
Ref DRAT2013-140-362
Mr Sanjay Aggarwal VP - Accounts amp raxation Orris Infrastructure Private Limited J-105 DLF Phase -II MG Road Gurgaon - 122002 Haryana
May 21 2013
Dear Sir
Rc ICRA-assigned Credit Rating for Rs 200 crore NCD Programmc of Orris Infrastructurc l)rivate Limited (instrument details in Annexure)
Please refer to your Rating Requisition dated May 112013 and the subsequent Rating Agreement of May 162013 for carrying out the rating of the aforesaid Bond Programme The Rating Committee
of ICRA after due consideration has assigned a [ICRAIB+ (pronounced as ICM B plus) rating
to the captioned Bond Programme
We would appreciate if you can sign on the duplicate copy of this letter and send it to us within 7
days from the date of this letter as confirmation about the use of the assigned rating The rationale
for assigning the above rating will be sent to you on receipt of your confirmation about the use of our rating as above Any intimation by you about the above rating to any BankerLending
AgencyGovernment AuthoritiesStock Exchange would constitute use of this rating by you
This rating is specific to the terms and conditions of the proposed issue as was indicated to us by you
and any change In the tenns or size of the issue would require the rating to be reviewed by us If
there is any change in the terms and conditions or size of the instrument rated as above the same must be brought to our notice before the issue of the instrument If there is nny such change after the
rating is assigned by us and confirmed to use by you it would be subject to our review and may result in change in the rating assigned
ICRA reserves the right to suspend withdraw or revise the above at any (ime on the basis of new information 01 unav~ilability of information or such other circumstances which ICRA believes may
have an impact on the rating assigned to you
The rating as aforesaid howeVer should not be treated as a recommendation to buy sell or hold the
bonds to be issued by you If the instrument rated as above is not issued by you within a period of 3
BuUding No 5 2 Floor TeL + 91 - 124 - 4545300 wOiosite wwwicraJn Tower A DLF cyber City Fax + 91 - 124 - 4050424 email infoicralndiacom Phase ll Gurgaon 122002
Regd Office 1105 Kailash Building 11 Floor 26 Kastuma Gandhi Marg NeW Delhi - 110001
RATING RES EAR eli INFORMATION
months from the date of this letter communicating the rating the same would stand withdrawn unless
revalidated before the expiry of 3 months
You arc required to forthwith inform us about any default or delay in repayment of intcrest or
principal amount of the instrument mtcd as above or any other debt instruments borrowing Y nu are also required to keep llS forthwith informed of any other devclopments which may have a direct
or indirect impact on the debt servicing capability of the company including any proposal for reshy
schedulement or postponement of the repayment programmes oCthe dues debts of the company with
any lendcr(s) investor(s)
You are required to inform us immediately as and when the borrowing limit for the instrument rated
as above or as prescribed by the regulatory authority (ies) is exceeded
We thank you for your kind cooperation extended during the course of the rating exercise Should
you require any clarification please do not hesitate to get in touch with us
With kind regards
Yours sincerely
for IeRA Limited
-- Iobit Inamdar S (Senior Vice President) (Analyst)
Page 52 of60
Annexure
Details of the bank limits rated by leRA (Rated on long term seale)
Page 53 of60
I eRA limited AIIA~fIiI ofMoltldyIInvllllttmI ~
Ref DRATfl013middot140middot3611
Date August 222013
MI Sanjay AggarwaJ VP - Accounts amp Taxation Orris Infrastructure Private Limited JmiddotIO5 DLF Phasemiddotll MG Road Gurgaonmiddot J22002 Haryana
Dear Sir
Re leRA ruting for Rs 2000 crote NCD Progrumme of Orris Infrastructure Private Umlted
This is with reference to your letter dated August 9 2013 for re-validating your rating for the Rs 200 erore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Boods programme ofyour company and last communicated to you vide QuI letter dated May 212013 stands The other terms and conditions for the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DlRAT12013middot 1410-362 dated May 2013 stands
With kind regards For lCRA Limited
(Senior Vice President)
T~middot + 91middot 124 bull ~ website VWW bulliCfSio fw + 91 124 -~ email info~middoticralndiagtcom
Page 54 of60
Ie R A Lim
Ref DfRAT2013-14O-364
Date October 03 2013
Mr Sanjay Aggarwal VP - Accounts amp Taxation Orris Infrastructure Private Limited J-105 DLF Phasemiddotmiddotll MG Road Gurgaon - 122002 Haryana
Dear Sir
Re ICRA rating for Rs 2000 crOTe NCD Programme of Orris Infrastructure Private Limited
This is with reference to your letter dated September 03 2013 for re-validating your rating for the Rs 200 crore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Bonds programrne of your company and last conununicated to you vide our letter dated August 22 2013 stands The other terrns and conditions fur the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DRATI2QI3middot 14()362 dated May WI3 stands
With kind regards For [eRA Limited
Vi (Senior Vice President)
Buildlng No 2 Iloot Tel + 81 124 - 4545300 websf1e WWWJCf8D
Tower A Cyber Oily Fax + 91 124 bull 4000424 ilImaH lnfoicralfldliLcof1
Phase II Gurgaonmiddot 1~
Regd Offictl noo iltailash Building i 1 Floor 26 KDtwoo Qandhi Marg New Delhi bull 110001
RATING RES EAR C H INfORMATION
Page 55 of60
ANNEXURE 5
CONSENT LETTER FROM DEBENTURE TRUSTEE
Ref No 1750 ITCL JUtmiddots I ru~1 Company Limilt~d
September 30 2013
Orris Infrastructure Private limited (Company) Jmiddot105 OLF PhaSe - 11 MG Road Gurgaon 122002
Kind Attention Mr Vljay Gupta Director
Sub listed Secured Redeemable Non Convertible Debentures (NCDs) aggregating to Rs 200 crs proposed to be issued by the Company on private placement basis
Dear Sirs
This is with reference to our discussion regarding appointment of ILampFS Trust Company limited (ITCL) as Debenture Trustee for the proposedlssue of listed Secured Redeemable NCDsof Rs 1 crore each aggregating to Rs 200 crs to ~ issued by the Company on private placement basis In this regard VIle do hereby give out consent to act as the Debenture Trustee subject to the Company agreeing to the following conditions
1 The Company agrees and undertakes to create the securities over such terms and conditions as detai~d in the signed Information Memorandum as submitted to us and execute the Debenture Trust Deed and other necessary security documents as required
2 The Company agrees amp undertakes to pay Debenture Trustees so long as they hold the office of the De~nture Trustee remuneration as stated in appointment letter dated July 30 2013 for the services as Debenture Trustee in addition to all legal travelling and other costS charges and expenses which the Debenture Trustee or their officers employees or agents rnayiocur in relation to execution of the Debenture Trust Deed and all other documents affecting the Security till the monies in respect of the Debentures have been fully paid-off and the requisite formalities for satisfaction of charge in aU respects have been complied with
3 The Company agrees ft undertakes to comply with the provisions of SEal (Debenture Trustees) Reguliltions 1993 SE61 (Issue and Listing of Debt Securitles) Regulations 2008 SEBICircutar No$EaIIlMOOfgtl1Sondl2oo911 105 dated 11052009 on Simplified Listing Agreement for Debt Securities read with the SEBl Circular No SEBIIIMDDOF-1 tBONDlClr-5120o9 dated the 16th November 2009 the Companies Act 19l)6 ilnd other applicable proviSions I circulars guidelines etc as applicable and amended from time to time and agrees to furnish to Trustees such information in terms of the same on regular basis
Sincerely For ILftFS Trust Company lilDi~d
lL__~~ ~ ~ ~~~ --- ~
Authorized Signatory
lUfFS Finru1 Centre PloINo C 22 G Block 5th Floor Bjr Kurio Complex Bandra (Eastl Mumbamiddotmiddot 40(K)SI INDIA
Bangalor( Office ILEtFSTru1 (ompally Ltdbull ALmiddotLalheef 151 Floor No 2Unioll Slreet Offlnanlry Raad Banglore 5hlX)OI INDIA
New Delhi Offire ILftFSTrusl (ompY tId Amiddot26a lsI Ploor Bhishm Pithamah Marg DefencfCoony New Delhi - 110024 INDIA
Kolkala Offilaquo ILftfSTrusl Company Ltd ILIIFS Constantia lnlflPor n Dr11 lIt Bramachari Street Kolkata bull 700017 INDIA
Page 56 of60
ANNEXURE 6
CONSENT LETTER FROM REGISTRAR AND TRANSFER AGENT i
Skyline Financial Serrr)ices Pvt Ltd SEBI REGISTERED CATEGORY1 REGk)IRARS ampSHARE TRANSfRAtgtENT D153A Ht Floor () nol Area Ph bullbullbullI New Dolhmiddot llO 020 1 9 middot1126812682 2S612~83 EmiddotmaI nOlltyhOaccrn tte-oSi$ wwwSiltyllnfHla_all1
August 29 2013
MrVlneel Kumar Gupta
Sr Manaler Secretarial
Orris InfraSlrucllJre Private Limited
Orris la M G Road
Gurgaoo - 1iG 002 (Hr)
Sub Consent to aet as Registrar to Issue and TfBllSfer Agent
DearSJr
Thls1s in reference 10 YOllr email datild AugJS1 29 2013 We hereby give our consent to act as 21
Registrar to IsSue and Transfer Agent for your propOSed issue of 1O - conveo1ibledebentures Of Rs
20000 Crore (jl1d our name IS Registrar to i$sueandShare Transfer agent may please be included in
Thanking you Y()ursfailhfufy
Vice- President
Page 57 0[60
--
-------
ANNEXURE 7
APPLICA TION FORM
ORRIS INFRASTRUCTURE PRIVATE LIMITED Registered Office RZ-D-5 Mahavir Enclave New Delhi 110045
Corporate Office 1-105 DLF Phase II Mehrauli Gurgaon Gurgaon -122002
Application No ___ Date
Dear Sirs
VWe have read and understood the terms and conditions of issue by Orris Infrastructure Private Limited of senior secured cumulative redeemable Non-Convertible Debentures of face value ~ 10000000 (Rupees One Crores only) having a coupon rate of 20 pa on a private placement basis on the face value aggregating to ~ 2000000000- (Rupees Two Hundred Crores only) (Debenture) contained in the Information Memorandum Disclosure Document dated __2013 VWe bind ourselves to the terms and conditions as contained in the Information Memorandum Disclosure Document and wish to apply for allotment of these Debentures The amount payable on application as shown below is remitted herewith On allotment please place myour name(s) on the Register of Debenture holder(s)
(Please read carefully the instructions on the next page before filling this form)
No of Debentures applied No in figures No in words for
Amount (~)
Detal s I 0 f payment ChequesDemand Date Drawn on Bank DraftlRTGS Details
Applicants Name amp Address in full (please use capital letters)
Pin Code Telephone I Fax Email
I Status Bankin~ Company ( ) Insurance Company ( ) Other ( ) (specify in case of others) Name of Authorized Signatory Designation Signatures Signatoty
Details of Bank Account Bank Name amp Branch Nature ofAccount Account No IFSCINEFT Code middot)---~1
-- --
Depository Details
I1We the undersigned want to hold the Debentures of the Company in the dematerialised fonn Details of myour Beneficiary Account are given below
Depository Participant Name - shy
DPID
Beneficiary Account Number shy
Name of the Applicant
() II We understand that in case of allotment of Debentures to my lour Beneficiary Account as mentioned above would be credited to the extent of Debentures allotted
Taxpayers PAN I GIR No IT CircleIW ardlDistrict ( ) Not Allotted
Tax Deduction Status () Fully ( ) Tax to be ()Yes ONo Exempt deducted at
Source
I1We hereby understand that the Company has not provided and will not provide any material or other infonnation regarding the Debentures except as included in the Infonnation Memorandum Disclosure Document
Signature of the Applicant _________________(Tear here)__________
ACKNOWLEDGEMENT SLIP
Application No Date -- shyReceived From
1shy----------------------~
By ChequelDemand DraftlRTGS No
drawn on towards application for ______ Debentures (Chequesl Demand Drafts are subject to realisation)
For Orris Infrastructure Pvt Ltd
For all further correspondence please contact INFRASTRUCTURE PRIVATE LIMITED Tel +91 124-4979200
Page 59 of60
10
INSTRUCTIONS
You must complete application in full in BLOCK LETTERS IN ENGLISH
2 Your Signatures should be made in English or in any of the Indian languages
3 Application forms duly completed in all respects together with high value Cheques Pay Order Demand Drafts must be lodged at the Orris Infrastructure Private Limited Corporate Office (as provided above)
4 Payments through RTGS shall be made as follows
Beneficiary Account name Orris Infrastructure Private Limited IFSC Code UTIB0000056 Bank Account No 056010200015303 Bank Axis Bank Ltd Branch Sec-14 Gurgaon
5 The Cheque(s)Demand Draft(s) of high value clearing zone should be drawn in favour of ORRIS INFRASTRUCTURE PVT LIMITED and crossed Ale payee only Cheque(s)Demand draft(s) may be drawn on any scheduled bank and payable at Delhi
6 Mr Vineet Gupta as authorised representative of the Company will issue the Acknowledgement Slip (appearing below the Application Form) as acknowledgement of receipt of applications No separate receipt will be issued
7 You should mention your Permanent Account Number or the GIR number allotted under Income- Tax Act 1961 and the Income-Tax CirclelWardlDistrict In case where neither the PAN nor GIR number has been allotted the fact of non-allotment should be mentioned in the application form in the space provided
8 The application would be accepted as per the terms of the issue outlined in the Information Memorandum Disclosure DOC~fii
r1- -~0 gt tl~~ ~gt
j )j~ (~~ ~O
~ shy
Page 60 of60
Due date su
Last Day of Month 28
Last Day of Month 29
Last Day of Month 30
Last Day of Month 31
Last Day ofMonth 32
Last Day of Month 33
Last Day of Month 34
Last Day of Month 35
Last Day of Month 36
Last Day of Month 37
Last Day of Month 38
Last Day of Month 39
Last Day of Month 40
Last Day of Month 41
Last Day of Month 42
Last Day of Month 43
Last Day of Month 44
Last Day ofMonth 45
Last Day of Month 46
Last Day of Month 47
Last Day of Tenor
Outstandino D b t b
b ~ t~n ure t SCrIp Ion amoun
t th da mon en
1212121212
1151515152
1090909091
1030303030
969696970
909090909
848484848
787878788
727272727
666666667
606060606
545454545
484848485
424242424
363636364
303030303
242424242
181818182
121212121
60606061
Debentme Payment to Interest subscription
t amoun Debenture
H ld0 ers
21212121 60606061 81818182
20202020 60606061 80808081
19191919 60606061 79797980
18181818 60606061 78787879
17171717 60606061 77777778
16161616 60606061 76767677
15151515 60606061 75757576
14141414 60606061 74747475
13131313 60606061 73737374
12121212 60606061 72727273
11111111 60606061 71717172
10101010 60606061 70707071
9090909 60606061 69696970
8080808 60606061 68686869
7070707 60606061 67676768
6060606 60606061 66666667
5050505 60606061 65656566
4040404 60606061 64646465
3030303 60606061 63636364
2020202 60606061 62626263
1010101 60606061 61616162
The interest payment on the first Due Date shall vary depending on the date onwh~h the
application monies for Debentures arc received til 1~~1
1bull kAij~ lt laquo~~gt ~
-
--
Page 49 of60
ANNEXURE 3
UNDERTAKING BY THE COMPANY
The Company undertakes that bull In the event the Debentures are issued in physical form the Company
shall use a common form of transfer
bull It will provide on a half yearly basis a compliance certificate duly certified by the Debenture Trustee to the Debenture holders in respect of compliance with the terms and conditions of Issue as contained in this Information Memorandum Disclosure Document and
bull Every credit rating obtained shall be periodically reviewed by the Credit Rating Agency and any revision in the rating shall be promptly disclosed by the Company to the Stock Exchange Any change in rating shall be promptly disseminated to Debenture holders and prospective Investors in such manner as the BSE may determine from time to time All information and reports on the Debentures including compliance reports filed by the Company and the Debenture Trustee shall be disseminated to the Debenture holders and the general public by placing them on the website of the Company and shall through the Debenture Trust Deed request the Debenture Trustee to place the same on its website
bull The above Information Memorandum Disclosure Document IS
compliant with all disclosures required to be made for listing of senior non-convertible debentures on a private placement basis on a recognized stock exchange as specified in Schedule I under Regulation 21 of the Securities and Exchange Board of India (Issuing and Listing of Debt Securities) Regulations 2008
laquo~~(~I0~~ For o~InCr ~cture Private Limited
~~WIVijay~
(Chairman)
Page 50 of60
ANNEXURE 4
CREDIT RATING LETTER FROM ICRA LIMITED
Ie R A Limited
Ref DRAT2013-140-362
Mr Sanjay Aggarwal VP - Accounts amp raxation Orris Infrastructure Private Limited J-105 DLF Phase -II MG Road Gurgaon - 122002 Haryana
May 21 2013
Dear Sir
Rc ICRA-assigned Credit Rating for Rs 200 crore NCD Programmc of Orris Infrastructurc l)rivate Limited (instrument details in Annexure)
Please refer to your Rating Requisition dated May 112013 and the subsequent Rating Agreement of May 162013 for carrying out the rating of the aforesaid Bond Programme The Rating Committee
of ICRA after due consideration has assigned a [ICRAIB+ (pronounced as ICM B plus) rating
to the captioned Bond Programme
We would appreciate if you can sign on the duplicate copy of this letter and send it to us within 7
days from the date of this letter as confirmation about the use of the assigned rating The rationale
for assigning the above rating will be sent to you on receipt of your confirmation about the use of our rating as above Any intimation by you about the above rating to any BankerLending
AgencyGovernment AuthoritiesStock Exchange would constitute use of this rating by you
This rating is specific to the terms and conditions of the proposed issue as was indicated to us by you
and any change In the tenns or size of the issue would require the rating to be reviewed by us If
there is any change in the terms and conditions or size of the instrument rated as above the same must be brought to our notice before the issue of the instrument If there is nny such change after the
rating is assigned by us and confirmed to use by you it would be subject to our review and may result in change in the rating assigned
ICRA reserves the right to suspend withdraw or revise the above at any (ime on the basis of new information 01 unav~ilability of information or such other circumstances which ICRA believes may
have an impact on the rating assigned to you
The rating as aforesaid howeVer should not be treated as a recommendation to buy sell or hold the
bonds to be issued by you If the instrument rated as above is not issued by you within a period of 3
BuUding No 5 2 Floor TeL + 91 - 124 - 4545300 wOiosite wwwicraJn Tower A DLF cyber City Fax + 91 - 124 - 4050424 email infoicralndiacom Phase ll Gurgaon 122002
Regd Office 1105 Kailash Building 11 Floor 26 Kastuma Gandhi Marg NeW Delhi - 110001
RATING RES EAR eli INFORMATION
months from the date of this letter communicating the rating the same would stand withdrawn unless
revalidated before the expiry of 3 months
You arc required to forthwith inform us about any default or delay in repayment of intcrest or
principal amount of the instrument mtcd as above or any other debt instruments borrowing Y nu are also required to keep llS forthwith informed of any other devclopments which may have a direct
or indirect impact on the debt servicing capability of the company including any proposal for reshy
schedulement or postponement of the repayment programmes oCthe dues debts of the company with
any lendcr(s) investor(s)
You are required to inform us immediately as and when the borrowing limit for the instrument rated
as above or as prescribed by the regulatory authority (ies) is exceeded
We thank you for your kind cooperation extended during the course of the rating exercise Should
you require any clarification please do not hesitate to get in touch with us
With kind regards
Yours sincerely
for IeRA Limited
-- Iobit Inamdar S (Senior Vice President) (Analyst)
Page 52 of60
Annexure
Details of the bank limits rated by leRA (Rated on long term seale)
Page 53 of60
I eRA limited AIIA~fIiI ofMoltldyIInvllllttmI ~
Ref DRATfl013middot140middot3611
Date August 222013
MI Sanjay AggarwaJ VP - Accounts amp Taxation Orris Infrastructure Private Limited JmiddotIO5 DLF Phasemiddotll MG Road Gurgaonmiddot J22002 Haryana
Dear Sir
Re leRA ruting for Rs 2000 crote NCD Progrumme of Orris Infrastructure Private Umlted
This is with reference to your letter dated August 9 2013 for re-validating your rating for the Rs 200 erore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Boods programme ofyour company and last communicated to you vide QuI letter dated May 212013 stands The other terms and conditions for the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DlRAT12013middot 1410-362 dated May 2013 stands
With kind regards For lCRA Limited
(Senior Vice President)
T~middot + 91middot 124 bull ~ website VWW bulliCfSio fw + 91 124 -~ email info~middoticralndiagtcom
Page 54 of60
Ie R A Lim
Ref DfRAT2013-14O-364
Date October 03 2013
Mr Sanjay Aggarwal VP - Accounts amp Taxation Orris Infrastructure Private Limited J-105 DLF Phasemiddotmiddotll MG Road Gurgaon - 122002 Haryana
Dear Sir
Re ICRA rating for Rs 2000 crOTe NCD Programme of Orris Infrastructure Private Limited
This is with reference to your letter dated September 03 2013 for re-validating your rating for the Rs 200 crore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Bonds programrne of your company and last conununicated to you vide our letter dated August 22 2013 stands The other terrns and conditions fur the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DRATI2QI3middot 14()362 dated May WI3 stands
With kind regards For [eRA Limited
Vi (Senior Vice President)
Buildlng No 2 Iloot Tel + 81 124 - 4545300 websf1e WWWJCf8D
Tower A Cyber Oily Fax + 91 124 bull 4000424 ilImaH lnfoicralfldliLcof1
Phase II Gurgaonmiddot 1~
Regd Offictl noo iltailash Building i 1 Floor 26 KDtwoo Qandhi Marg New Delhi bull 110001
RATING RES EAR C H INfORMATION
Page 55 of60
ANNEXURE 5
CONSENT LETTER FROM DEBENTURE TRUSTEE
Ref No 1750 ITCL JUtmiddots I ru~1 Company Limilt~d
September 30 2013
Orris Infrastructure Private limited (Company) Jmiddot105 OLF PhaSe - 11 MG Road Gurgaon 122002
Kind Attention Mr Vljay Gupta Director
Sub listed Secured Redeemable Non Convertible Debentures (NCDs) aggregating to Rs 200 crs proposed to be issued by the Company on private placement basis
Dear Sirs
This is with reference to our discussion regarding appointment of ILampFS Trust Company limited (ITCL) as Debenture Trustee for the proposedlssue of listed Secured Redeemable NCDsof Rs 1 crore each aggregating to Rs 200 crs to ~ issued by the Company on private placement basis In this regard VIle do hereby give out consent to act as the Debenture Trustee subject to the Company agreeing to the following conditions
1 The Company agrees and undertakes to create the securities over such terms and conditions as detai~d in the signed Information Memorandum as submitted to us and execute the Debenture Trust Deed and other necessary security documents as required
2 The Company agrees amp undertakes to pay Debenture Trustees so long as they hold the office of the De~nture Trustee remuneration as stated in appointment letter dated July 30 2013 for the services as Debenture Trustee in addition to all legal travelling and other costS charges and expenses which the Debenture Trustee or their officers employees or agents rnayiocur in relation to execution of the Debenture Trust Deed and all other documents affecting the Security till the monies in respect of the Debentures have been fully paid-off and the requisite formalities for satisfaction of charge in aU respects have been complied with
3 The Company agrees ft undertakes to comply with the provisions of SEal (Debenture Trustees) Reguliltions 1993 SE61 (Issue and Listing of Debt Securitles) Regulations 2008 SEBICircutar No$EaIIlMOOfgtl1Sondl2oo911 105 dated 11052009 on Simplified Listing Agreement for Debt Securities read with the SEBl Circular No SEBIIIMDDOF-1 tBONDlClr-5120o9 dated the 16th November 2009 the Companies Act 19l)6 ilnd other applicable proviSions I circulars guidelines etc as applicable and amended from time to time and agrees to furnish to Trustees such information in terms of the same on regular basis
Sincerely For ILftFS Trust Company lilDi~d
lL__~~ ~ ~ ~~~ --- ~
Authorized Signatory
lUfFS Finru1 Centre PloINo C 22 G Block 5th Floor Bjr Kurio Complex Bandra (Eastl Mumbamiddotmiddot 40(K)SI INDIA
Bangalor( Office ILEtFSTru1 (ompally Ltdbull ALmiddotLalheef 151 Floor No 2Unioll Slreet Offlnanlry Raad Banglore 5hlX)OI INDIA
New Delhi Offire ILftFSTrusl (ompY tId Amiddot26a lsI Ploor Bhishm Pithamah Marg DefencfCoony New Delhi - 110024 INDIA
Kolkala Offilaquo ILftfSTrusl Company Ltd ILIIFS Constantia lnlflPor n Dr11 lIt Bramachari Street Kolkata bull 700017 INDIA
Page 56 of60
ANNEXURE 6
CONSENT LETTER FROM REGISTRAR AND TRANSFER AGENT i
Skyline Financial Serrr)ices Pvt Ltd SEBI REGISTERED CATEGORY1 REGk)IRARS ampSHARE TRANSfRAtgtENT D153A Ht Floor () nol Area Ph bullbullbullI New Dolhmiddot llO 020 1 9 middot1126812682 2S612~83 EmiddotmaI nOlltyhOaccrn tte-oSi$ wwwSiltyllnfHla_all1
August 29 2013
MrVlneel Kumar Gupta
Sr Manaler Secretarial
Orris InfraSlrucllJre Private Limited
Orris la M G Road
Gurgaoo - 1iG 002 (Hr)
Sub Consent to aet as Registrar to Issue and TfBllSfer Agent
DearSJr
Thls1s in reference 10 YOllr email datild AugJS1 29 2013 We hereby give our consent to act as 21
Registrar to IsSue and Transfer Agent for your propOSed issue of 1O - conveo1ibledebentures Of Rs
20000 Crore (jl1d our name IS Registrar to i$sueandShare Transfer agent may please be included in
Thanking you Y()ursfailhfufy
Vice- President
Page 57 0[60
--
-------
ANNEXURE 7
APPLICA TION FORM
ORRIS INFRASTRUCTURE PRIVATE LIMITED Registered Office RZ-D-5 Mahavir Enclave New Delhi 110045
Corporate Office 1-105 DLF Phase II Mehrauli Gurgaon Gurgaon -122002
Application No ___ Date
Dear Sirs
VWe have read and understood the terms and conditions of issue by Orris Infrastructure Private Limited of senior secured cumulative redeemable Non-Convertible Debentures of face value ~ 10000000 (Rupees One Crores only) having a coupon rate of 20 pa on a private placement basis on the face value aggregating to ~ 2000000000- (Rupees Two Hundred Crores only) (Debenture) contained in the Information Memorandum Disclosure Document dated __2013 VWe bind ourselves to the terms and conditions as contained in the Information Memorandum Disclosure Document and wish to apply for allotment of these Debentures The amount payable on application as shown below is remitted herewith On allotment please place myour name(s) on the Register of Debenture holder(s)
(Please read carefully the instructions on the next page before filling this form)
No of Debentures applied No in figures No in words for
Amount (~)
Detal s I 0 f payment ChequesDemand Date Drawn on Bank DraftlRTGS Details
Applicants Name amp Address in full (please use capital letters)
Pin Code Telephone I Fax Email
I Status Bankin~ Company ( ) Insurance Company ( ) Other ( ) (specify in case of others) Name of Authorized Signatory Designation Signatures Signatoty
Details of Bank Account Bank Name amp Branch Nature ofAccount Account No IFSCINEFT Code middot)---~1
-- --
Depository Details
I1We the undersigned want to hold the Debentures of the Company in the dematerialised fonn Details of myour Beneficiary Account are given below
Depository Participant Name - shy
DPID
Beneficiary Account Number shy
Name of the Applicant
() II We understand that in case of allotment of Debentures to my lour Beneficiary Account as mentioned above would be credited to the extent of Debentures allotted
Taxpayers PAN I GIR No IT CircleIW ardlDistrict ( ) Not Allotted
Tax Deduction Status () Fully ( ) Tax to be ()Yes ONo Exempt deducted at
Source
I1We hereby understand that the Company has not provided and will not provide any material or other infonnation regarding the Debentures except as included in the Infonnation Memorandum Disclosure Document
Signature of the Applicant _________________(Tear here)__________
ACKNOWLEDGEMENT SLIP
Application No Date -- shyReceived From
1shy----------------------~
By ChequelDemand DraftlRTGS No
drawn on towards application for ______ Debentures (Chequesl Demand Drafts are subject to realisation)
For Orris Infrastructure Pvt Ltd
For all further correspondence please contact INFRASTRUCTURE PRIVATE LIMITED Tel +91 124-4979200
Page 59 of60
10
INSTRUCTIONS
You must complete application in full in BLOCK LETTERS IN ENGLISH
2 Your Signatures should be made in English or in any of the Indian languages
3 Application forms duly completed in all respects together with high value Cheques Pay Order Demand Drafts must be lodged at the Orris Infrastructure Private Limited Corporate Office (as provided above)
4 Payments through RTGS shall be made as follows
Beneficiary Account name Orris Infrastructure Private Limited IFSC Code UTIB0000056 Bank Account No 056010200015303 Bank Axis Bank Ltd Branch Sec-14 Gurgaon
5 The Cheque(s)Demand Draft(s) of high value clearing zone should be drawn in favour of ORRIS INFRASTRUCTURE PVT LIMITED and crossed Ale payee only Cheque(s)Demand draft(s) may be drawn on any scheduled bank and payable at Delhi
6 Mr Vineet Gupta as authorised representative of the Company will issue the Acknowledgement Slip (appearing below the Application Form) as acknowledgement of receipt of applications No separate receipt will be issued
7 You should mention your Permanent Account Number or the GIR number allotted under Income- Tax Act 1961 and the Income-Tax CirclelWardlDistrict In case where neither the PAN nor GIR number has been allotted the fact of non-allotment should be mentioned in the application form in the space provided
8 The application would be accepted as per the terms of the issue outlined in the Information Memorandum Disclosure DOC~fii
r1- -~0 gt tl~~ ~gt
j )j~ (~~ ~O
~ shy
Page 60 of60
ANNEXURE 3
UNDERTAKING BY THE COMPANY
The Company undertakes that bull In the event the Debentures are issued in physical form the Company
shall use a common form of transfer
bull It will provide on a half yearly basis a compliance certificate duly certified by the Debenture Trustee to the Debenture holders in respect of compliance with the terms and conditions of Issue as contained in this Information Memorandum Disclosure Document and
bull Every credit rating obtained shall be periodically reviewed by the Credit Rating Agency and any revision in the rating shall be promptly disclosed by the Company to the Stock Exchange Any change in rating shall be promptly disseminated to Debenture holders and prospective Investors in such manner as the BSE may determine from time to time All information and reports on the Debentures including compliance reports filed by the Company and the Debenture Trustee shall be disseminated to the Debenture holders and the general public by placing them on the website of the Company and shall through the Debenture Trust Deed request the Debenture Trustee to place the same on its website
bull The above Information Memorandum Disclosure Document IS
compliant with all disclosures required to be made for listing of senior non-convertible debentures on a private placement basis on a recognized stock exchange as specified in Schedule I under Regulation 21 of the Securities and Exchange Board of India (Issuing and Listing of Debt Securities) Regulations 2008
laquo~~(~I0~~ For o~InCr ~cture Private Limited
~~WIVijay~
(Chairman)
Page 50 of60
ANNEXURE 4
CREDIT RATING LETTER FROM ICRA LIMITED
Ie R A Limited
Ref DRAT2013-140-362
Mr Sanjay Aggarwal VP - Accounts amp raxation Orris Infrastructure Private Limited J-105 DLF Phase -II MG Road Gurgaon - 122002 Haryana
May 21 2013
Dear Sir
Rc ICRA-assigned Credit Rating for Rs 200 crore NCD Programmc of Orris Infrastructurc l)rivate Limited (instrument details in Annexure)
Please refer to your Rating Requisition dated May 112013 and the subsequent Rating Agreement of May 162013 for carrying out the rating of the aforesaid Bond Programme The Rating Committee
of ICRA after due consideration has assigned a [ICRAIB+ (pronounced as ICM B plus) rating
to the captioned Bond Programme
We would appreciate if you can sign on the duplicate copy of this letter and send it to us within 7
days from the date of this letter as confirmation about the use of the assigned rating The rationale
for assigning the above rating will be sent to you on receipt of your confirmation about the use of our rating as above Any intimation by you about the above rating to any BankerLending
AgencyGovernment AuthoritiesStock Exchange would constitute use of this rating by you
This rating is specific to the terms and conditions of the proposed issue as was indicated to us by you
and any change In the tenns or size of the issue would require the rating to be reviewed by us If
there is any change in the terms and conditions or size of the instrument rated as above the same must be brought to our notice before the issue of the instrument If there is nny such change after the
rating is assigned by us and confirmed to use by you it would be subject to our review and may result in change in the rating assigned
ICRA reserves the right to suspend withdraw or revise the above at any (ime on the basis of new information 01 unav~ilability of information or such other circumstances which ICRA believes may
have an impact on the rating assigned to you
The rating as aforesaid howeVer should not be treated as a recommendation to buy sell or hold the
bonds to be issued by you If the instrument rated as above is not issued by you within a period of 3
BuUding No 5 2 Floor TeL + 91 - 124 - 4545300 wOiosite wwwicraJn Tower A DLF cyber City Fax + 91 - 124 - 4050424 email infoicralndiacom Phase ll Gurgaon 122002
Regd Office 1105 Kailash Building 11 Floor 26 Kastuma Gandhi Marg NeW Delhi - 110001
RATING RES EAR eli INFORMATION
months from the date of this letter communicating the rating the same would stand withdrawn unless
revalidated before the expiry of 3 months
You arc required to forthwith inform us about any default or delay in repayment of intcrest or
principal amount of the instrument mtcd as above or any other debt instruments borrowing Y nu are also required to keep llS forthwith informed of any other devclopments which may have a direct
or indirect impact on the debt servicing capability of the company including any proposal for reshy
schedulement or postponement of the repayment programmes oCthe dues debts of the company with
any lendcr(s) investor(s)
You are required to inform us immediately as and when the borrowing limit for the instrument rated
as above or as prescribed by the regulatory authority (ies) is exceeded
We thank you for your kind cooperation extended during the course of the rating exercise Should
you require any clarification please do not hesitate to get in touch with us
With kind regards
Yours sincerely
for IeRA Limited
-- Iobit Inamdar S (Senior Vice President) (Analyst)
Page 52 of60
Annexure
Details of the bank limits rated by leRA (Rated on long term seale)
Page 53 of60
I eRA limited AIIA~fIiI ofMoltldyIInvllllttmI ~
Ref DRATfl013middot140middot3611
Date August 222013
MI Sanjay AggarwaJ VP - Accounts amp Taxation Orris Infrastructure Private Limited JmiddotIO5 DLF Phasemiddotll MG Road Gurgaonmiddot J22002 Haryana
Dear Sir
Re leRA ruting for Rs 2000 crote NCD Progrumme of Orris Infrastructure Private Umlted
This is with reference to your letter dated August 9 2013 for re-validating your rating for the Rs 200 erore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Boods programme ofyour company and last communicated to you vide QuI letter dated May 212013 stands The other terms and conditions for the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DlRAT12013middot 1410-362 dated May 2013 stands
With kind regards For lCRA Limited
(Senior Vice President)
T~middot + 91middot 124 bull ~ website VWW bulliCfSio fw + 91 124 -~ email info~middoticralndiagtcom
Page 54 of60
Ie R A Lim
Ref DfRAT2013-14O-364
Date October 03 2013
Mr Sanjay Aggarwal VP - Accounts amp Taxation Orris Infrastructure Private Limited J-105 DLF Phasemiddotmiddotll MG Road Gurgaon - 122002 Haryana
Dear Sir
Re ICRA rating for Rs 2000 crOTe NCD Programme of Orris Infrastructure Private Limited
This is with reference to your letter dated September 03 2013 for re-validating your rating for the Rs 200 crore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Bonds programrne of your company and last conununicated to you vide our letter dated August 22 2013 stands The other terrns and conditions fur the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DRATI2QI3middot 14()362 dated May WI3 stands
With kind regards For [eRA Limited
Vi (Senior Vice President)
Buildlng No 2 Iloot Tel + 81 124 - 4545300 websf1e WWWJCf8D
Tower A Cyber Oily Fax + 91 124 bull 4000424 ilImaH lnfoicralfldliLcof1
Phase II Gurgaonmiddot 1~
Regd Offictl noo iltailash Building i 1 Floor 26 KDtwoo Qandhi Marg New Delhi bull 110001
RATING RES EAR C H INfORMATION
Page 55 of60
ANNEXURE 5
CONSENT LETTER FROM DEBENTURE TRUSTEE
Ref No 1750 ITCL JUtmiddots I ru~1 Company Limilt~d
September 30 2013
Orris Infrastructure Private limited (Company) Jmiddot105 OLF PhaSe - 11 MG Road Gurgaon 122002
Kind Attention Mr Vljay Gupta Director
Sub listed Secured Redeemable Non Convertible Debentures (NCDs) aggregating to Rs 200 crs proposed to be issued by the Company on private placement basis
Dear Sirs
This is with reference to our discussion regarding appointment of ILampFS Trust Company limited (ITCL) as Debenture Trustee for the proposedlssue of listed Secured Redeemable NCDsof Rs 1 crore each aggregating to Rs 200 crs to ~ issued by the Company on private placement basis In this regard VIle do hereby give out consent to act as the Debenture Trustee subject to the Company agreeing to the following conditions
1 The Company agrees and undertakes to create the securities over such terms and conditions as detai~d in the signed Information Memorandum as submitted to us and execute the Debenture Trust Deed and other necessary security documents as required
2 The Company agrees amp undertakes to pay Debenture Trustees so long as they hold the office of the De~nture Trustee remuneration as stated in appointment letter dated July 30 2013 for the services as Debenture Trustee in addition to all legal travelling and other costS charges and expenses which the Debenture Trustee or their officers employees or agents rnayiocur in relation to execution of the Debenture Trust Deed and all other documents affecting the Security till the monies in respect of the Debentures have been fully paid-off and the requisite formalities for satisfaction of charge in aU respects have been complied with
3 The Company agrees ft undertakes to comply with the provisions of SEal (Debenture Trustees) Reguliltions 1993 SE61 (Issue and Listing of Debt Securitles) Regulations 2008 SEBICircutar No$EaIIlMOOfgtl1Sondl2oo911 105 dated 11052009 on Simplified Listing Agreement for Debt Securities read with the SEBl Circular No SEBIIIMDDOF-1 tBONDlClr-5120o9 dated the 16th November 2009 the Companies Act 19l)6 ilnd other applicable proviSions I circulars guidelines etc as applicable and amended from time to time and agrees to furnish to Trustees such information in terms of the same on regular basis
Sincerely For ILftFS Trust Company lilDi~d
lL__~~ ~ ~ ~~~ --- ~
Authorized Signatory
lUfFS Finru1 Centre PloINo C 22 G Block 5th Floor Bjr Kurio Complex Bandra (Eastl Mumbamiddotmiddot 40(K)SI INDIA
Bangalor( Office ILEtFSTru1 (ompally Ltdbull ALmiddotLalheef 151 Floor No 2Unioll Slreet Offlnanlry Raad Banglore 5hlX)OI INDIA
New Delhi Offire ILftFSTrusl (ompY tId Amiddot26a lsI Ploor Bhishm Pithamah Marg DefencfCoony New Delhi - 110024 INDIA
Kolkala Offilaquo ILftfSTrusl Company Ltd ILIIFS Constantia lnlflPor n Dr11 lIt Bramachari Street Kolkata bull 700017 INDIA
Page 56 of60
ANNEXURE 6
CONSENT LETTER FROM REGISTRAR AND TRANSFER AGENT i
Skyline Financial Serrr)ices Pvt Ltd SEBI REGISTERED CATEGORY1 REGk)IRARS ampSHARE TRANSfRAtgtENT D153A Ht Floor () nol Area Ph bullbullbullI New Dolhmiddot llO 020 1 9 middot1126812682 2S612~83 EmiddotmaI nOlltyhOaccrn tte-oSi$ wwwSiltyllnfHla_all1
August 29 2013
MrVlneel Kumar Gupta
Sr Manaler Secretarial
Orris InfraSlrucllJre Private Limited
Orris la M G Road
Gurgaoo - 1iG 002 (Hr)
Sub Consent to aet as Registrar to Issue and TfBllSfer Agent
DearSJr
Thls1s in reference 10 YOllr email datild AugJS1 29 2013 We hereby give our consent to act as 21
Registrar to IsSue and Transfer Agent for your propOSed issue of 1O - conveo1ibledebentures Of Rs
20000 Crore (jl1d our name IS Registrar to i$sueandShare Transfer agent may please be included in
Thanking you Y()ursfailhfufy
Vice- President
Page 57 0[60
--
-------
ANNEXURE 7
APPLICA TION FORM
ORRIS INFRASTRUCTURE PRIVATE LIMITED Registered Office RZ-D-5 Mahavir Enclave New Delhi 110045
Corporate Office 1-105 DLF Phase II Mehrauli Gurgaon Gurgaon -122002
Application No ___ Date
Dear Sirs
VWe have read and understood the terms and conditions of issue by Orris Infrastructure Private Limited of senior secured cumulative redeemable Non-Convertible Debentures of face value ~ 10000000 (Rupees One Crores only) having a coupon rate of 20 pa on a private placement basis on the face value aggregating to ~ 2000000000- (Rupees Two Hundred Crores only) (Debenture) contained in the Information Memorandum Disclosure Document dated __2013 VWe bind ourselves to the terms and conditions as contained in the Information Memorandum Disclosure Document and wish to apply for allotment of these Debentures The amount payable on application as shown below is remitted herewith On allotment please place myour name(s) on the Register of Debenture holder(s)
(Please read carefully the instructions on the next page before filling this form)
No of Debentures applied No in figures No in words for
Amount (~)
Detal s I 0 f payment ChequesDemand Date Drawn on Bank DraftlRTGS Details
Applicants Name amp Address in full (please use capital letters)
Pin Code Telephone I Fax Email
I Status Bankin~ Company ( ) Insurance Company ( ) Other ( ) (specify in case of others) Name of Authorized Signatory Designation Signatures Signatoty
Details of Bank Account Bank Name amp Branch Nature ofAccount Account No IFSCINEFT Code middot)---~1
-- --
Depository Details
I1We the undersigned want to hold the Debentures of the Company in the dematerialised fonn Details of myour Beneficiary Account are given below
Depository Participant Name - shy
DPID
Beneficiary Account Number shy
Name of the Applicant
() II We understand that in case of allotment of Debentures to my lour Beneficiary Account as mentioned above would be credited to the extent of Debentures allotted
Taxpayers PAN I GIR No IT CircleIW ardlDistrict ( ) Not Allotted
Tax Deduction Status () Fully ( ) Tax to be ()Yes ONo Exempt deducted at
Source
I1We hereby understand that the Company has not provided and will not provide any material or other infonnation regarding the Debentures except as included in the Infonnation Memorandum Disclosure Document
Signature of the Applicant _________________(Tear here)__________
ACKNOWLEDGEMENT SLIP
Application No Date -- shyReceived From
1shy----------------------~
By ChequelDemand DraftlRTGS No
drawn on towards application for ______ Debentures (Chequesl Demand Drafts are subject to realisation)
For Orris Infrastructure Pvt Ltd
For all further correspondence please contact INFRASTRUCTURE PRIVATE LIMITED Tel +91 124-4979200
Page 59 of60
10
INSTRUCTIONS
You must complete application in full in BLOCK LETTERS IN ENGLISH
2 Your Signatures should be made in English or in any of the Indian languages
3 Application forms duly completed in all respects together with high value Cheques Pay Order Demand Drafts must be lodged at the Orris Infrastructure Private Limited Corporate Office (as provided above)
4 Payments through RTGS shall be made as follows
Beneficiary Account name Orris Infrastructure Private Limited IFSC Code UTIB0000056 Bank Account No 056010200015303 Bank Axis Bank Ltd Branch Sec-14 Gurgaon
5 The Cheque(s)Demand Draft(s) of high value clearing zone should be drawn in favour of ORRIS INFRASTRUCTURE PVT LIMITED and crossed Ale payee only Cheque(s)Demand draft(s) may be drawn on any scheduled bank and payable at Delhi
6 Mr Vineet Gupta as authorised representative of the Company will issue the Acknowledgement Slip (appearing below the Application Form) as acknowledgement of receipt of applications No separate receipt will be issued
7 You should mention your Permanent Account Number or the GIR number allotted under Income- Tax Act 1961 and the Income-Tax CirclelWardlDistrict In case where neither the PAN nor GIR number has been allotted the fact of non-allotment should be mentioned in the application form in the space provided
8 The application would be accepted as per the terms of the issue outlined in the Information Memorandum Disclosure DOC~fii
r1- -~0 gt tl~~ ~gt
j )j~ (~~ ~O
~ shy
Page 60 of60
ANNEXURE 4
CREDIT RATING LETTER FROM ICRA LIMITED
Ie R A Limited
Ref DRAT2013-140-362
Mr Sanjay Aggarwal VP - Accounts amp raxation Orris Infrastructure Private Limited J-105 DLF Phase -II MG Road Gurgaon - 122002 Haryana
May 21 2013
Dear Sir
Rc ICRA-assigned Credit Rating for Rs 200 crore NCD Programmc of Orris Infrastructurc l)rivate Limited (instrument details in Annexure)
Please refer to your Rating Requisition dated May 112013 and the subsequent Rating Agreement of May 162013 for carrying out the rating of the aforesaid Bond Programme The Rating Committee
of ICRA after due consideration has assigned a [ICRAIB+ (pronounced as ICM B plus) rating
to the captioned Bond Programme
We would appreciate if you can sign on the duplicate copy of this letter and send it to us within 7
days from the date of this letter as confirmation about the use of the assigned rating The rationale
for assigning the above rating will be sent to you on receipt of your confirmation about the use of our rating as above Any intimation by you about the above rating to any BankerLending
AgencyGovernment AuthoritiesStock Exchange would constitute use of this rating by you
This rating is specific to the terms and conditions of the proposed issue as was indicated to us by you
and any change In the tenns or size of the issue would require the rating to be reviewed by us If
there is any change in the terms and conditions or size of the instrument rated as above the same must be brought to our notice before the issue of the instrument If there is nny such change after the
rating is assigned by us and confirmed to use by you it would be subject to our review and may result in change in the rating assigned
ICRA reserves the right to suspend withdraw or revise the above at any (ime on the basis of new information 01 unav~ilability of information or such other circumstances which ICRA believes may
have an impact on the rating assigned to you
The rating as aforesaid howeVer should not be treated as a recommendation to buy sell or hold the
bonds to be issued by you If the instrument rated as above is not issued by you within a period of 3
BuUding No 5 2 Floor TeL + 91 - 124 - 4545300 wOiosite wwwicraJn Tower A DLF cyber City Fax + 91 - 124 - 4050424 email infoicralndiacom Phase ll Gurgaon 122002
Regd Office 1105 Kailash Building 11 Floor 26 Kastuma Gandhi Marg NeW Delhi - 110001
RATING RES EAR eli INFORMATION
months from the date of this letter communicating the rating the same would stand withdrawn unless
revalidated before the expiry of 3 months
You arc required to forthwith inform us about any default or delay in repayment of intcrest or
principal amount of the instrument mtcd as above or any other debt instruments borrowing Y nu are also required to keep llS forthwith informed of any other devclopments which may have a direct
or indirect impact on the debt servicing capability of the company including any proposal for reshy
schedulement or postponement of the repayment programmes oCthe dues debts of the company with
any lendcr(s) investor(s)
You are required to inform us immediately as and when the borrowing limit for the instrument rated
as above or as prescribed by the regulatory authority (ies) is exceeded
We thank you for your kind cooperation extended during the course of the rating exercise Should
you require any clarification please do not hesitate to get in touch with us
With kind regards
Yours sincerely
for IeRA Limited
-- Iobit Inamdar S (Senior Vice President) (Analyst)
Page 52 of60
Annexure
Details of the bank limits rated by leRA (Rated on long term seale)
Page 53 of60
I eRA limited AIIA~fIiI ofMoltldyIInvllllttmI ~
Ref DRATfl013middot140middot3611
Date August 222013
MI Sanjay AggarwaJ VP - Accounts amp Taxation Orris Infrastructure Private Limited JmiddotIO5 DLF Phasemiddotll MG Road Gurgaonmiddot J22002 Haryana
Dear Sir
Re leRA ruting for Rs 2000 crote NCD Progrumme of Orris Infrastructure Private Umlted
This is with reference to your letter dated August 9 2013 for re-validating your rating for the Rs 200 erore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Boods programme ofyour company and last communicated to you vide QuI letter dated May 212013 stands The other terms and conditions for the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DlRAT12013middot 1410-362 dated May 2013 stands
With kind regards For lCRA Limited
(Senior Vice President)
T~middot + 91middot 124 bull ~ website VWW bulliCfSio fw + 91 124 -~ email info~middoticralndiagtcom
Page 54 of60
Ie R A Lim
Ref DfRAT2013-14O-364
Date October 03 2013
Mr Sanjay Aggarwal VP - Accounts amp Taxation Orris Infrastructure Private Limited J-105 DLF Phasemiddotmiddotll MG Road Gurgaon - 122002 Haryana
Dear Sir
Re ICRA rating for Rs 2000 crOTe NCD Programme of Orris Infrastructure Private Limited
This is with reference to your letter dated September 03 2013 for re-validating your rating for the Rs 200 crore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Bonds programrne of your company and last conununicated to you vide our letter dated August 22 2013 stands The other terrns and conditions fur the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DRATI2QI3middot 14()362 dated May WI3 stands
With kind regards For [eRA Limited
Vi (Senior Vice President)
Buildlng No 2 Iloot Tel + 81 124 - 4545300 websf1e WWWJCf8D
Tower A Cyber Oily Fax + 91 124 bull 4000424 ilImaH lnfoicralfldliLcof1
Phase II Gurgaonmiddot 1~
Regd Offictl noo iltailash Building i 1 Floor 26 KDtwoo Qandhi Marg New Delhi bull 110001
RATING RES EAR C H INfORMATION
Page 55 of60
ANNEXURE 5
CONSENT LETTER FROM DEBENTURE TRUSTEE
Ref No 1750 ITCL JUtmiddots I ru~1 Company Limilt~d
September 30 2013
Orris Infrastructure Private limited (Company) Jmiddot105 OLF PhaSe - 11 MG Road Gurgaon 122002
Kind Attention Mr Vljay Gupta Director
Sub listed Secured Redeemable Non Convertible Debentures (NCDs) aggregating to Rs 200 crs proposed to be issued by the Company on private placement basis
Dear Sirs
This is with reference to our discussion regarding appointment of ILampFS Trust Company limited (ITCL) as Debenture Trustee for the proposedlssue of listed Secured Redeemable NCDsof Rs 1 crore each aggregating to Rs 200 crs to ~ issued by the Company on private placement basis In this regard VIle do hereby give out consent to act as the Debenture Trustee subject to the Company agreeing to the following conditions
1 The Company agrees and undertakes to create the securities over such terms and conditions as detai~d in the signed Information Memorandum as submitted to us and execute the Debenture Trust Deed and other necessary security documents as required
2 The Company agrees amp undertakes to pay Debenture Trustees so long as they hold the office of the De~nture Trustee remuneration as stated in appointment letter dated July 30 2013 for the services as Debenture Trustee in addition to all legal travelling and other costS charges and expenses which the Debenture Trustee or their officers employees or agents rnayiocur in relation to execution of the Debenture Trust Deed and all other documents affecting the Security till the monies in respect of the Debentures have been fully paid-off and the requisite formalities for satisfaction of charge in aU respects have been complied with
3 The Company agrees ft undertakes to comply with the provisions of SEal (Debenture Trustees) Reguliltions 1993 SE61 (Issue and Listing of Debt Securitles) Regulations 2008 SEBICircutar No$EaIIlMOOfgtl1Sondl2oo911 105 dated 11052009 on Simplified Listing Agreement for Debt Securities read with the SEBl Circular No SEBIIIMDDOF-1 tBONDlClr-5120o9 dated the 16th November 2009 the Companies Act 19l)6 ilnd other applicable proviSions I circulars guidelines etc as applicable and amended from time to time and agrees to furnish to Trustees such information in terms of the same on regular basis
Sincerely For ILftFS Trust Company lilDi~d
lL__~~ ~ ~ ~~~ --- ~
Authorized Signatory
lUfFS Finru1 Centre PloINo C 22 G Block 5th Floor Bjr Kurio Complex Bandra (Eastl Mumbamiddotmiddot 40(K)SI INDIA
Bangalor( Office ILEtFSTru1 (ompally Ltdbull ALmiddotLalheef 151 Floor No 2Unioll Slreet Offlnanlry Raad Banglore 5hlX)OI INDIA
New Delhi Offire ILftFSTrusl (ompY tId Amiddot26a lsI Ploor Bhishm Pithamah Marg DefencfCoony New Delhi - 110024 INDIA
Kolkala Offilaquo ILftfSTrusl Company Ltd ILIIFS Constantia lnlflPor n Dr11 lIt Bramachari Street Kolkata bull 700017 INDIA
Page 56 of60
ANNEXURE 6
CONSENT LETTER FROM REGISTRAR AND TRANSFER AGENT i
Skyline Financial Serrr)ices Pvt Ltd SEBI REGISTERED CATEGORY1 REGk)IRARS ampSHARE TRANSfRAtgtENT D153A Ht Floor () nol Area Ph bullbullbullI New Dolhmiddot llO 020 1 9 middot1126812682 2S612~83 EmiddotmaI nOlltyhOaccrn tte-oSi$ wwwSiltyllnfHla_all1
August 29 2013
MrVlneel Kumar Gupta
Sr Manaler Secretarial
Orris InfraSlrucllJre Private Limited
Orris la M G Road
Gurgaoo - 1iG 002 (Hr)
Sub Consent to aet as Registrar to Issue and TfBllSfer Agent
DearSJr
Thls1s in reference 10 YOllr email datild AugJS1 29 2013 We hereby give our consent to act as 21
Registrar to IsSue and Transfer Agent for your propOSed issue of 1O - conveo1ibledebentures Of Rs
20000 Crore (jl1d our name IS Registrar to i$sueandShare Transfer agent may please be included in
Thanking you Y()ursfailhfufy
Vice- President
Page 57 0[60
--
-------
ANNEXURE 7
APPLICA TION FORM
ORRIS INFRASTRUCTURE PRIVATE LIMITED Registered Office RZ-D-5 Mahavir Enclave New Delhi 110045
Corporate Office 1-105 DLF Phase II Mehrauli Gurgaon Gurgaon -122002
Application No ___ Date
Dear Sirs
VWe have read and understood the terms and conditions of issue by Orris Infrastructure Private Limited of senior secured cumulative redeemable Non-Convertible Debentures of face value ~ 10000000 (Rupees One Crores only) having a coupon rate of 20 pa on a private placement basis on the face value aggregating to ~ 2000000000- (Rupees Two Hundred Crores only) (Debenture) contained in the Information Memorandum Disclosure Document dated __2013 VWe bind ourselves to the terms and conditions as contained in the Information Memorandum Disclosure Document and wish to apply for allotment of these Debentures The amount payable on application as shown below is remitted herewith On allotment please place myour name(s) on the Register of Debenture holder(s)
(Please read carefully the instructions on the next page before filling this form)
No of Debentures applied No in figures No in words for
Amount (~)
Detal s I 0 f payment ChequesDemand Date Drawn on Bank DraftlRTGS Details
Applicants Name amp Address in full (please use capital letters)
Pin Code Telephone I Fax Email
I Status Bankin~ Company ( ) Insurance Company ( ) Other ( ) (specify in case of others) Name of Authorized Signatory Designation Signatures Signatoty
Details of Bank Account Bank Name amp Branch Nature ofAccount Account No IFSCINEFT Code middot)---~1
-- --
Depository Details
I1We the undersigned want to hold the Debentures of the Company in the dematerialised fonn Details of myour Beneficiary Account are given below
Depository Participant Name - shy
DPID
Beneficiary Account Number shy
Name of the Applicant
() II We understand that in case of allotment of Debentures to my lour Beneficiary Account as mentioned above would be credited to the extent of Debentures allotted
Taxpayers PAN I GIR No IT CircleIW ardlDistrict ( ) Not Allotted
Tax Deduction Status () Fully ( ) Tax to be ()Yes ONo Exempt deducted at
Source
I1We hereby understand that the Company has not provided and will not provide any material or other infonnation regarding the Debentures except as included in the Infonnation Memorandum Disclosure Document
Signature of the Applicant _________________(Tear here)__________
ACKNOWLEDGEMENT SLIP
Application No Date -- shyReceived From
1shy----------------------~
By ChequelDemand DraftlRTGS No
drawn on towards application for ______ Debentures (Chequesl Demand Drafts are subject to realisation)
For Orris Infrastructure Pvt Ltd
For all further correspondence please contact INFRASTRUCTURE PRIVATE LIMITED Tel +91 124-4979200
Page 59 of60
10
INSTRUCTIONS
You must complete application in full in BLOCK LETTERS IN ENGLISH
2 Your Signatures should be made in English or in any of the Indian languages
3 Application forms duly completed in all respects together with high value Cheques Pay Order Demand Drafts must be lodged at the Orris Infrastructure Private Limited Corporate Office (as provided above)
4 Payments through RTGS shall be made as follows
Beneficiary Account name Orris Infrastructure Private Limited IFSC Code UTIB0000056 Bank Account No 056010200015303 Bank Axis Bank Ltd Branch Sec-14 Gurgaon
5 The Cheque(s)Demand Draft(s) of high value clearing zone should be drawn in favour of ORRIS INFRASTRUCTURE PVT LIMITED and crossed Ale payee only Cheque(s)Demand draft(s) may be drawn on any scheduled bank and payable at Delhi
6 Mr Vineet Gupta as authorised representative of the Company will issue the Acknowledgement Slip (appearing below the Application Form) as acknowledgement of receipt of applications No separate receipt will be issued
7 You should mention your Permanent Account Number or the GIR number allotted under Income- Tax Act 1961 and the Income-Tax CirclelWardlDistrict In case where neither the PAN nor GIR number has been allotted the fact of non-allotment should be mentioned in the application form in the space provided
8 The application would be accepted as per the terms of the issue outlined in the Information Memorandum Disclosure DOC~fii
r1- -~0 gt tl~~ ~gt
j )j~ (~~ ~O
~ shy
Page 60 of60
months from the date of this letter communicating the rating the same would stand withdrawn unless
revalidated before the expiry of 3 months
You arc required to forthwith inform us about any default or delay in repayment of intcrest or
principal amount of the instrument mtcd as above or any other debt instruments borrowing Y nu are also required to keep llS forthwith informed of any other devclopments which may have a direct
or indirect impact on the debt servicing capability of the company including any proposal for reshy
schedulement or postponement of the repayment programmes oCthe dues debts of the company with
any lendcr(s) investor(s)
You are required to inform us immediately as and when the borrowing limit for the instrument rated
as above or as prescribed by the regulatory authority (ies) is exceeded
We thank you for your kind cooperation extended during the course of the rating exercise Should
you require any clarification please do not hesitate to get in touch with us
With kind regards
Yours sincerely
for IeRA Limited
-- Iobit Inamdar S (Senior Vice President) (Analyst)
Page 52 of60
Annexure
Details of the bank limits rated by leRA (Rated on long term seale)
Page 53 of60
I eRA limited AIIA~fIiI ofMoltldyIInvllllttmI ~
Ref DRATfl013middot140middot3611
Date August 222013
MI Sanjay AggarwaJ VP - Accounts amp Taxation Orris Infrastructure Private Limited JmiddotIO5 DLF Phasemiddotll MG Road Gurgaonmiddot J22002 Haryana
Dear Sir
Re leRA ruting for Rs 2000 crote NCD Progrumme of Orris Infrastructure Private Umlted
This is with reference to your letter dated August 9 2013 for re-validating your rating for the Rs 200 erore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Boods programme ofyour company and last communicated to you vide QuI letter dated May 212013 stands The other terms and conditions for the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DlRAT12013middot 1410-362 dated May 2013 stands
With kind regards For lCRA Limited
(Senior Vice President)
T~middot + 91middot 124 bull ~ website VWW bulliCfSio fw + 91 124 -~ email info~middoticralndiagtcom
Page 54 of60
Ie R A Lim
Ref DfRAT2013-14O-364
Date October 03 2013
Mr Sanjay Aggarwal VP - Accounts amp Taxation Orris Infrastructure Private Limited J-105 DLF Phasemiddotmiddotll MG Road Gurgaon - 122002 Haryana
Dear Sir
Re ICRA rating for Rs 2000 crOTe NCD Programme of Orris Infrastructure Private Limited
This is with reference to your letter dated September 03 2013 for re-validating your rating for the Rs 200 crore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Bonds programrne of your company and last conununicated to you vide our letter dated August 22 2013 stands The other terrns and conditions fur the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DRATI2QI3middot 14()362 dated May WI3 stands
With kind regards For [eRA Limited
Vi (Senior Vice President)
Buildlng No 2 Iloot Tel + 81 124 - 4545300 websf1e WWWJCf8D
Tower A Cyber Oily Fax + 91 124 bull 4000424 ilImaH lnfoicralfldliLcof1
Phase II Gurgaonmiddot 1~
Regd Offictl noo iltailash Building i 1 Floor 26 KDtwoo Qandhi Marg New Delhi bull 110001
RATING RES EAR C H INfORMATION
Page 55 of60
ANNEXURE 5
CONSENT LETTER FROM DEBENTURE TRUSTEE
Ref No 1750 ITCL JUtmiddots I ru~1 Company Limilt~d
September 30 2013
Orris Infrastructure Private limited (Company) Jmiddot105 OLF PhaSe - 11 MG Road Gurgaon 122002
Kind Attention Mr Vljay Gupta Director
Sub listed Secured Redeemable Non Convertible Debentures (NCDs) aggregating to Rs 200 crs proposed to be issued by the Company on private placement basis
Dear Sirs
This is with reference to our discussion regarding appointment of ILampFS Trust Company limited (ITCL) as Debenture Trustee for the proposedlssue of listed Secured Redeemable NCDsof Rs 1 crore each aggregating to Rs 200 crs to ~ issued by the Company on private placement basis In this regard VIle do hereby give out consent to act as the Debenture Trustee subject to the Company agreeing to the following conditions
1 The Company agrees and undertakes to create the securities over such terms and conditions as detai~d in the signed Information Memorandum as submitted to us and execute the Debenture Trust Deed and other necessary security documents as required
2 The Company agrees amp undertakes to pay Debenture Trustees so long as they hold the office of the De~nture Trustee remuneration as stated in appointment letter dated July 30 2013 for the services as Debenture Trustee in addition to all legal travelling and other costS charges and expenses which the Debenture Trustee or their officers employees or agents rnayiocur in relation to execution of the Debenture Trust Deed and all other documents affecting the Security till the monies in respect of the Debentures have been fully paid-off and the requisite formalities for satisfaction of charge in aU respects have been complied with
3 The Company agrees ft undertakes to comply with the provisions of SEal (Debenture Trustees) Reguliltions 1993 SE61 (Issue and Listing of Debt Securitles) Regulations 2008 SEBICircutar No$EaIIlMOOfgtl1Sondl2oo911 105 dated 11052009 on Simplified Listing Agreement for Debt Securities read with the SEBl Circular No SEBIIIMDDOF-1 tBONDlClr-5120o9 dated the 16th November 2009 the Companies Act 19l)6 ilnd other applicable proviSions I circulars guidelines etc as applicable and amended from time to time and agrees to furnish to Trustees such information in terms of the same on regular basis
Sincerely For ILftFS Trust Company lilDi~d
lL__~~ ~ ~ ~~~ --- ~
Authorized Signatory
lUfFS Finru1 Centre PloINo C 22 G Block 5th Floor Bjr Kurio Complex Bandra (Eastl Mumbamiddotmiddot 40(K)SI INDIA
Bangalor( Office ILEtFSTru1 (ompally Ltdbull ALmiddotLalheef 151 Floor No 2Unioll Slreet Offlnanlry Raad Banglore 5hlX)OI INDIA
New Delhi Offire ILftFSTrusl (ompY tId Amiddot26a lsI Ploor Bhishm Pithamah Marg DefencfCoony New Delhi - 110024 INDIA
Kolkala Offilaquo ILftfSTrusl Company Ltd ILIIFS Constantia lnlflPor n Dr11 lIt Bramachari Street Kolkata bull 700017 INDIA
Page 56 of60
ANNEXURE 6
CONSENT LETTER FROM REGISTRAR AND TRANSFER AGENT i
Skyline Financial Serrr)ices Pvt Ltd SEBI REGISTERED CATEGORY1 REGk)IRARS ampSHARE TRANSfRAtgtENT D153A Ht Floor () nol Area Ph bullbullbullI New Dolhmiddot llO 020 1 9 middot1126812682 2S612~83 EmiddotmaI nOlltyhOaccrn tte-oSi$ wwwSiltyllnfHla_all1
August 29 2013
MrVlneel Kumar Gupta
Sr Manaler Secretarial
Orris InfraSlrucllJre Private Limited
Orris la M G Road
Gurgaoo - 1iG 002 (Hr)
Sub Consent to aet as Registrar to Issue and TfBllSfer Agent
DearSJr
Thls1s in reference 10 YOllr email datild AugJS1 29 2013 We hereby give our consent to act as 21
Registrar to IsSue and Transfer Agent for your propOSed issue of 1O - conveo1ibledebentures Of Rs
20000 Crore (jl1d our name IS Registrar to i$sueandShare Transfer agent may please be included in
Thanking you Y()ursfailhfufy
Vice- President
Page 57 0[60
--
-------
ANNEXURE 7
APPLICA TION FORM
ORRIS INFRASTRUCTURE PRIVATE LIMITED Registered Office RZ-D-5 Mahavir Enclave New Delhi 110045
Corporate Office 1-105 DLF Phase II Mehrauli Gurgaon Gurgaon -122002
Application No ___ Date
Dear Sirs
VWe have read and understood the terms and conditions of issue by Orris Infrastructure Private Limited of senior secured cumulative redeemable Non-Convertible Debentures of face value ~ 10000000 (Rupees One Crores only) having a coupon rate of 20 pa on a private placement basis on the face value aggregating to ~ 2000000000- (Rupees Two Hundred Crores only) (Debenture) contained in the Information Memorandum Disclosure Document dated __2013 VWe bind ourselves to the terms and conditions as contained in the Information Memorandum Disclosure Document and wish to apply for allotment of these Debentures The amount payable on application as shown below is remitted herewith On allotment please place myour name(s) on the Register of Debenture holder(s)
(Please read carefully the instructions on the next page before filling this form)
No of Debentures applied No in figures No in words for
Amount (~)
Detal s I 0 f payment ChequesDemand Date Drawn on Bank DraftlRTGS Details
Applicants Name amp Address in full (please use capital letters)
Pin Code Telephone I Fax Email
I Status Bankin~ Company ( ) Insurance Company ( ) Other ( ) (specify in case of others) Name of Authorized Signatory Designation Signatures Signatoty
Details of Bank Account Bank Name amp Branch Nature ofAccount Account No IFSCINEFT Code middot)---~1
-- --
Depository Details
I1We the undersigned want to hold the Debentures of the Company in the dematerialised fonn Details of myour Beneficiary Account are given below
Depository Participant Name - shy
DPID
Beneficiary Account Number shy
Name of the Applicant
() II We understand that in case of allotment of Debentures to my lour Beneficiary Account as mentioned above would be credited to the extent of Debentures allotted
Taxpayers PAN I GIR No IT CircleIW ardlDistrict ( ) Not Allotted
Tax Deduction Status () Fully ( ) Tax to be ()Yes ONo Exempt deducted at
Source
I1We hereby understand that the Company has not provided and will not provide any material or other infonnation regarding the Debentures except as included in the Infonnation Memorandum Disclosure Document
Signature of the Applicant _________________(Tear here)__________
ACKNOWLEDGEMENT SLIP
Application No Date -- shyReceived From
1shy----------------------~
By ChequelDemand DraftlRTGS No
drawn on towards application for ______ Debentures (Chequesl Demand Drafts are subject to realisation)
For Orris Infrastructure Pvt Ltd
For all further correspondence please contact INFRASTRUCTURE PRIVATE LIMITED Tel +91 124-4979200
Page 59 of60
10
INSTRUCTIONS
You must complete application in full in BLOCK LETTERS IN ENGLISH
2 Your Signatures should be made in English or in any of the Indian languages
3 Application forms duly completed in all respects together with high value Cheques Pay Order Demand Drafts must be lodged at the Orris Infrastructure Private Limited Corporate Office (as provided above)
4 Payments through RTGS shall be made as follows
Beneficiary Account name Orris Infrastructure Private Limited IFSC Code UTIB0000056 Bank Account No 056010200015303 Bank Axis Bank Ltd Branch Sec-14 Gurgaon
5 The Cheque(s)Demand Draft(s) of high value clearing zone should be drawn in favour of ORRIS INFRASTRUCTURE PVT LIMITED and crossed Ale payee only Cheque(s)Demand draft(s) may be drawn on any scheduled bank and payable at Delhi
6 Mr Vineet Gupta as authorised representative of the Company will issue the Acknowledgement Slip (appearing below the Application Form) as acknowledgement of receipt of applications No separate receipt will be issued
7 You should mention your Permanent Account Number or the GIR number allotted under Income- Tax Act 1961 and the Income-Tax CirclelWardlDistrict In case where neither the PAN nor GIR number has been allotted the fact of non-allotment should be mentioned in the application form in the space provided
8 The application would be accepted as per the terms of the issue outlined in the Information Memorandum Disclosure DOC~fii
r1- -~0 gt tl~~ ~gt
j )j~ (~~ ~O
~ shy
Page 60 of60
Annexure
Details of the bank limits rated by leRA (Rated on long term seale)
Page 53 of60
I eRA limited AIIA~fIiI ofMoltldyIInvllllttmI ~
Ref DRATfl013middot140middot3611
Date August 222013
MI Sanjay AggarwaJ VP - Accounts amp Taxation Orris Infrastructure Private Limited JmiddotIO5 DLF Phasemiddotll MG Road Gurgaonmiddot J22002 Haryana
Dear Sir
Re leRA ruting for Rs 2000 crote NCD Progrumme of Orris Infrastructure Private Umlted
This is with reference to your letter dated August 9 2013 for re-validating your rating for the Rs 200 erore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Boods programme ofyour company and last communicated to you vide QuI letter dated May 212013 stands The other terms and conditions for the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DlRAT12013middot 1410-362 dated May 2013 stands
With kind regards For lCRA Limited
(Senior Vice President)
T~middot + 91middot 124 bull ~ website VWW bulliCfSio fw + 91 124 -~ email info~middoticralndiagtcom
Page 54 of60
Ie R A Lim
Ref DfRAT2013-14O-364
Date October 03 2013
Mr Sanjay Aggarwal VP - Accounts amp Taxation Orris Infrastructure Private Limited J-105 DLF Phasemiddotmiddotll MG Road Gurgaon - 122002 Haryana
Dear Sir
Re ICRA rating for Rs 2000 crOTe NCD Programme of Orris Infrastructure Private Limited
This is with reference to your letter dated September 03 2013 for re-validating your rating for the Rs 200 crore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Bonds programrne of your company and last conununicated to you vide our letter dated August 22 2013 stands The other terrns and conditions fur the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DRATI2QI3middot 14()362 dated May WI3 stands
With kind regards For [eRA Limited
Vi (Senior Vice President)
Buildlng No 2 Iloot Tel + 81 124 - 4545300 websf1e WWWJCf8D
Tower A Cyber Oily Fax + 91 124 bull 4000424 ilImaH lnfoicralfldliLcof1
Phase II Gurgaonmiddot 1~
Regd Offictl noo iltailash Building i 1 Floor 26 KDtwoo Qandhi Marg New Delhi bull 110001
RATING RES EAR C H INfORMATION
Page 55 of60
ANNEXURE 5
CONSENT LETTER FROM DEBENTURE TRUSTEE
Ref No 1750 ITCL JUtmiddots I ru~1 Company Limilt~d
September 30 2013
Orris Infrastructure Private limited (Company) Jmiddot105 OLF PhaSe - 11 MG Road Gurgaon 122002
Kind Attention Mr Vljay Gupta Director
Sub listed Secured Redeemable Non Convertible Debentures (NCDs) aggregating to Rs 200 crs proposed to be issued by the Company on private placement basis
Dear Sirs
This is with reference to our discussion regarding appointment of ILampFS Trust Company limited (ITCL) as Debenture Trustee for the proposedlssue of listed Secured Redeemable NCDsof Rs 1 crore each aggregating to Rs 200 crs to ~ issued by the Company on private placement basis In this regard VIle do hereby give out consent to act as the Debenture Trustee subject to the Company agreeing to the following conditions
1 The Company agrees and undertakes to create the securities over such terms and conditions as detai~d in the signed Information Memorandum as submitted to us and execute the Debenture Trust Deed and other necessary security documents as required
2 The Company agrees amp undertakes to pay Debenture Trustees so long as they hold the office of the De~nture Trustee remuneration as stated in appointment letter dated July 30 2013 for the services as Debenture Trustee in addition to all legal travelling and other costS charges and expenses which the Debenture Trustee or their officers employees or agents rnayiocur in relation to execution of the Debenture Trust Deed and all other documents affecting the Security till the monies in respect of the Debentures have been fully paid-off and the requisite formalities for satisfaction of charge in aU respects have been complied with
3 The Company agrees ft undertakes to comply with the provisions of SEal (Debenture Trustees) Reguliltions 1993 SE61 (Issue and Listing of Debt Securitles) Regulations 2008 SEBICircutar No$EaIIlMOOfgtl1Sondl2oo911 105 dated 11052009 on Simplified Listing Agreement for Debt Securities read with the SEBl Circular No SEBIIIMDDOF-1 tBONDlClr-5120o9 dated the 16th November 2009 the Companies Act 19l)6 ilnd other applicable proviSions I circulars guidelines etc as applicable and amended from time to time and agrees to furnish to Trustees such information in terms of the same on regular basis
Sincerely For ILftFS Trust Company lilDi~d
lL__~~ ~ ~ ~~~ --- ~
Authorized Signatory
lUfFS Finru1 Centre PloINo C 22 G Block 5th Floor Bjr Kurio Complex Bandra (Eastl Mumbamiddotmiddot 40(K)SI INDIA
Bangalor( Office ILEtFSTru1 (ompally Ltdbull ALmiddotLalheef 151 Floor No 2Unioll Slreet Offlnanlry Raad Banglore 5hlX)OI INDIA
New Delhi Offire ILftFSTrusl (ompY tId Amiddot26a lsI Ploor Bhishm Pithamah Marg DefencfCoony New Delhi - 110024 INDIA
Kolkala Offilaquo ILftfSTrusl Company Ltd ILIIFS Constantia lnlflPor n Dr11 lIt Bramachari Street Kolkata bull 700017 INDIA
Page 56 of60
ANNEXURE 6
CONSENT LETTER FROM REGISTRAR AND TRANSFER AGENT i
Skyline Financial Serrr)ices Pvt Ltd SEBI REGISTERED CATEGORY1 REGk)IRARS ampSHARE TRANSfRAtgtENT D153A Ht Floor () nol Area Ph bullbullbullI New Dolhmiddot llO 020 1 9 middot1126812682 2S612~83 EmiddotmaI nOlltyhOaccrn tte-oSi$ wwwSiltyllnfHla_all1
August 29 2013
MrVlneel Kumar Gupta
Sr Manaler Secretarial
Orris InfraSlrucllJre Private Limited
Orris la M G Road
Gurgaoo - 1iG 002 (Hr)
Sub Consent to aet as Registrar to Issue and TfBllSfer Agent
DearSJr
Thls1s in reference 10 YOllr email datild AugJS1 29 2013 We hereby give our consent to act as 21
Registrar to IsSue and Transfer Agent for your propOSed issue of 1O - conveo1ibledebentures Of Rs
20000 Crore (jl1d our name IS Registrar to i$sueandShare Transfer agent may please be included in
Thanking you Y()ursfailhfufy
Vice- President
Page 57 0[60
--
-------
ANNEXURE 7
APPLICA TION FORM
ORRIS INFRASTRUCTURE PRIVATE LIMITED Registered Office RZ-D-5 Mahavir Enclave New Delhi 110045
Corporate Office 1-105 DLF Phase II Mehrauli Gurgaon Gurgaon -122002
Application No ___ Date
Dear Sirs
VWe have read and understood the terms and conditions of issue by Orris Infrastructure Private Limited of senior secured cumulative redeemable Non-Convertible Debentures of face value ~ 10000000 (Rupees One Crores only) having a coupon rate of 20 pa on a private placement basis on the face value aggregating to ~ 2000000000- (Rupees Two Hundred Crores only) (Debenture) contained in the Information Memorandum Disclosure Document dated __2013 VWe bind ourselves to the terms and conditions as contained in the Information Memorandum Disclosure Document and wish to apply for allotment of these Debentures The amount payable on application as shown below is remitted herewith On allotment please place myour name(s) on the Register of Debenture holder(s)
(Please read carefully the instructions on the next page before filling this form)
No of Debentures applied No in figures No in words for
Amount (~)
Detal s I 0 f payment ChequesDemand Date Drawn on Bank DraftlRTGS Details
Applicants Name amp Address in full (please use capital letters)
Pin Code Telephone I Fax Email
I Status Bankin~ Company ( ) Insurance Company ( ) Other ( ) (specify in case of others) Name of Authorized Signatory Designation Signatures Signatoty
Details of Bank Account Bank Name amp Branch Nature ofAccount Account No IFSCINEFT Code middot)---~1
-- --
Depository Details
I1We the undersigned want to hold the Debentures of the Company in the dematerialised fonn Details of myour Beneficiary Account are given below
Depository Participant Name - shy
DPID
Beneficiary Account Number shy
Name of the Applicant
() II We understand that in case of allotment of Debentures to my lour Beneficiary Account as mentioned above would be credited to the extent of Debentures allotted
Taxpayers PAN I GIR No IT CircleIW ardlDistrict ( ) Not Allotted
Tax Deduction Status () Fully ( ) Tax to be ()Yes ONo Exempt deducted at
Source
I1We hereby understand that the Company has not provided and will not provide any material or other infonnation regarding the Debentures except as included in the Infonnation Memorandum Disclosure Document
Signature of the Applicant _________________(Tear here)__________
ACKNOWLEDGEMENT SLIP
Application No Date -- shyReceived From
1shy----------------------~
By ChequelDemand DraftlRTGS No
drawn on towards application for ______ Debentures (Chequesl Demand Drafts are subject to realisation)
For Orris Infrastructure Pvt Ltd
For all further correspondence please contact INFRASTRUCTURE PRIVATE LIMITED Tel +91 124-4979200
Page 59 of60
10
INSTRUCTIONS
You must complete application in full in BLOCK LETTERS IN ENGLISH
2 Your Signatures should be made in English or in any of the Indian languages
3 Application forms duly completed in all respects together with high value Cheques Pay Order Demand Drafts must be lodged at the Orris Infrastructure Private Limited Corporate Office (as provided above)
4 Payments through RTGS shall be made as follows
Beneficiary Account name Orris Infrastructure Private Limited IFSC Code UTIB0000056 Bank Account No 056010200015303 Bank Axis Bank Ltd Branch Sec-14 Gurgaon
5 The Cheque(s)Demand Draft(s) of high value clearing zone should be drawn in favour of ORRIS INFRASTRUCTURE PVT LIMITED and crossed Ale payee only Cheque(s)Demand draft(s) may be drawn on any scheduled bank and payable at Delhi
6 Mr Vineet Gupta as authorised representative of the Company will issue the Acknowledgement Slip (appearing below the Application Form) as acknowledgement of receipt of applications No separate receipt will be issued
7 You should mention your Permanent Account Number or the GIR number allotted under Income- Tax Act 1961 and the Income-Tax CirclelWardlDistrict In case where neither the PAN nor GIR number has been allotted the fact of non-allotment should be mentioned in the application form in the space provided
8 The application would be accepted as per the terms of the issue outlined in the Information Memorandum Disclosure DOC~fii
r1- -~0 gt tl~~ ~gt
j )j~ (~~ ~O
~ shy
Page 60 of60
I eRA limited AIIA~fIiI ofMoltldyIInvllllttmI ~
Ref DRATfl013middot140middot3611
Date August 222013
MI Sanjay AggarwaJ VP - Accounts amp Taxation Orris Infrastructure Private Limited JmiddotIO5 DLF Phasemiddotll MG Road Gurgaonmiddot J22002 Haryana
Dear Sir
Re leRA ruting for Rs 2000 crote NCD Progrumme of Orris Infrastructure Private Umlted
This is with reference to your letter dated August 9 2013 for re-validating your rating for the Rs 200 erore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Boods programme ofyour company and last communicated to you vide QuI letter dated May 212013 stands The other terms and conditions for the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DlRAT12013middot 1410-362 dated May 2013 stands
With kind regards For lCRA Limited
(Senior Vice President)
T~middot + 91middot 124 bull ~ website VWW bulliCfSio fw + 91 124 -~ email info~middoticralndiagtcom
Page 54 of60
Ie R A Lim
Ref DfRAT2013-14O-364
Date October 03 2013
Mr Sanjay Aggarwal VP - Accounts amp Taxation Orris Infrastructure Private Limited J-105 DLF Phasemiddotmiddotll MG Road Gurgaon - 122002 Haryana
Dear Sir
Re ICRA rating for Rs 2000 crOTe NCD Programme of Orris Infrastructure Private Limited
This is with reference to your letter dated September 03 2013 for re-validating your rating for the Rs 200 crore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Bonds programrne of your company and last conununicated to you vide our letter dated August 22 2013 stands The other terrns and conditions fur the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DRATI2QI3middot 14()362 dated May WI3 stands
With kind regards For [eRA Limited
Vi (Senior Vice President)
Buildlng No 2 Iloot Tel + 81 124 - 4545300 websf1e WWWJCf8D
Tower A Cyber Oily Fax + 91 124 bull 4000424 ilImaH lnfoicralfldliLcof1
Phase II Gurgaonmiddot 1~
Regd Offictl noo iltailash Building i 1 Floor 26 KDtwoo Qandhi Marg New Delhi bull 110001
RATING RES EAR C H INfORMATION
Page 55 of60
ANNEXURE 5
CONSENT LETTER FROM DEBENTURE TRUSTEE
Ref No 1750 ITCL JUtmiddots I ru~1 Company Limilt~d
September 30 2013
Orris Infrastructure Private limited (Company) Jmiddot105 OLF PhaSe - 11 MG Road Gurgaon 122002
Kind Attention Mr Vljay Gupta Director
Sub listed Secured Redeemable Non Convertible Debentures (NCDs) aggregating to Rs 200 crs proposed to be issued by the Company on private placement basis
Dear Sirs
This is with reference to our discussion regarding appointment of ILampFS Trust Company limited (ITCL) as Debenture Trustee for the proposedlssue of listed Secured Redeemable NCDsof Rs 1 crore each aggregating to Rs 200 crs to ~ issued by the Company on private placement basis In this regard VIle do hereby give out consent to act as the Debenture Trustee subject to the Company agreeing to the following conditions
1 The Company agrees and undertakes to create the securities over such terms and conditions as detai~d in the signed Information Memorandum as submitted to us and execute the Debenture Trust Deed and other necessary security documents as required
2 The Company agrees amp undertakes to pay Debenture Trustees so long as they hold the office of the De~nture Trustee remuneration as stated in appointment letter dated July 30 2013 for the services as Debenture Trustee in addition to all legal travelling and other costS charges and expenses which the Debenture Trustee or their officers employees or agents rnayiocur in relation to execution of the Debenture Trust Deed and all other documents affecting the Security till the monies in respect of the Debentures have been fully paid-off and the requisite formalities for satisfaction of charge in aU respects have been complied with
3 The Company agrees ft undertakes to comply with the provisions of SEal (Debenture Trustees) Reguliltions 1993 SE61 (Issue and Listing of Debt Securitles) Regulations 2008 SEBICircutar No$EaIIlMOOfgtl1Sondl2oo911 105 dated 11052009 on Simplified Listing Agreement for Debt Securities read with the SEBl Circular No SEBIIIMDDOF-1 tBONDlClr-5120o9 dated the 16th November 2009 the Companies Act 19l)6 ilnd other applicable proviSions I circulars guidelines etc as applicable and amended from time to time and agrees to furnish to Trustees such information in terms of the same on regular basis
Sincerely For ILftFS Trust Company lilDi~d
lL__~~ ~ ~ ~~~ --- ~
Authorized Signatory
lUfFS Finru1 Centre PloINo C 22 G Block 5th Floor Bjr Kurio Complex Bandra (Eastl Mumbamiddotmiddot 40(K)SI INDIA
Bangalor( Office ILEtFSTru1 (ompally Ltdbull ALmiddotLalheef 151 Floor No 2Unioll Slreet Offlnanlry Raad Banglore 5hlX)OI INDIA
New Delhi Offire ILftFSTrusl (ompY tId Amiddot26a lsI Ploor Bhishm Pithamah Marg DefencfCoony New Delhi - 110024 INDIA
Kolkala Offilaquo ILftfSTrusl Company Ltd ILIIFS Constantia lnlflPor n Dr11 lIt Bramachari Street Kolkata bull 700017 INDIA
Page 56 of60
ANNEXURE 6
CONSENT LETTER FROM REGISTRAR AND TRANSFER AGENT i
Skyline Financial Serrr)ices Pvt Ltd SEBI REGISTERED CATEGORY1 REGk)IRARS ampSHARE TRANSfRAtgtENT D153A Ht Floor () nol Area Ph bullbullbullI New Dolhmiddot llO 020 1 9 middot1126812682 2S612~83 EmiddotmaI nOlltyhOaccrn tte-oSi$ wwwSiltyllnfHla_all1
August 29 2013
MrVlneel Kumar Gupta
Sr Manaler Secretarial
Orris InfraSlrucllJre Private Limited
Orris la M G Road
Gurgaoo - 1iG 002 (Hr)
Sub Consent to aet as Registrar to Issue and TfBllSfer Agent
DearSJr
Thls1s in reference 10 YOllr email datild AugJS1 29 2013 We hereby give our consent to act as 21
Registrar to IsSue and Transfer Agent for your propOSed issue of 1O - conveo1ibledebentures Of Rs
20000 Crore (jl1d our name IS Registrar to i$sueandShare Transfer agent may please be included in
Thanking you Y()ursfailhfufy
Vice- President
Page 57 0[60
--
-------
ANNEXURE 7
APPLICA TION FORM
ORRIS INFRASTRUCTURE PRIVATE LIMITED Registered Office RZ-D-5 Mahavir Enclave New Delhi 110045
Corporate Office 1-105 DLF Phase II Mehrauli Gurgaon Gurgaon -122002
Application No ___ Date
Dear Sirs
VWe have read and understood the terms and conditions of issue by Orris Infrastructure Private Limited of senior secured cumulative redeemable Non-Convertible Debentures of face value ~ 10000000 (Rupees One Crores only) having a coupon rate of 20 pa on a private placement basis on the face value aggregating to ~ 2000000000- (Rupees Two Hundred Crores only) (Debenture) contained in the Information Memorandum Disclosure Document dated __2013 VWe bind ourselves to the terms and conditions as contained in the Information Memorandum Disclosure Document and wish to apply for allotment of these Debentures The amount payable on application as shown below is remitted herewith On allotment please place myour name(s) on the Register of Debenture holder(s)
(Please read carefully the instructions on the next page before filling this form)
No of Debentures applied No in figures No in words for
Amount (~)
Detal s I 0 f payment ChequesDemand Date Drawn on Bank DraftlRTGS Details
Applicants Name amp Address in full (please use capital letters)
Pin Code Telephone I Fax Email
I Status Bankin~ Company ( ) Insurance Company ( ) Other ( ) (specify in case of others) Name of Authorized Signatory Designation Signatures Signatoty
Details of Bank Account Bank Name amp Branch Nature ofAccount Account No IFSCINEFT Code middot)---~1
-- --
Depository Details
I1We the undersigned want to hold the Debentures of the Company in the dematerialised fonn Details of myour Beneficiary Account are given below
Depository Participant Name - shy
DPID
Beneficiary Account Number shy
Name of the Applicant
() II We understand that in case of allotment of Debentures to my lour Beneficiary Account as mentioned above would be credited to the extent of Debentures allotted
Taxpayers PAN I GIR No IT CircleIW ardlDistrict ( ) Not Allotted
Tax Deduction Status () Fully ( ) Tax to be ()Yes ONo Exempt deducted at
Source
I1We hereby understand that the Company has not provided and will not provide any material or other infonnation regarding the Debentures except as included in the Infonnation Memorandum Disclosure Document
Signature of the Applicant _________________(Tear here)__________
ACKNOWLEDGEMENT SLIP
Application No Date -- shyReceived From
1shy----------------------~
By ChequelDemand DraftlRTGS No
drawn on towards application for ______ Debentures (Chequesl Demand Drafts are subject to realisation)
For Orris Infrastructure Pvt Ltd
For all further correspondence please contact INFRASTRUCTURE PRIVATE LIMITED Tel +91 124-4979200
Page 59 of60
10
INSTRUCTIONS
You must complete application in full in BLOCK LETTERS IN ENGLISH
2 Your Signatures should be made in English or in any of the Indian languages
3 Application forms duly completed in all respects together with high value Cheques Pay Order Demand Drafts must be lodged at the Orris Infrastructure Private Limited Corporate Office (as provided above)
4 Payments through RTGS shall be made as follows
Beneficiary Account name Orris Infrastructure Private Limited IFSC Code UTIB0000056 Bank Account No 056010200015303 Bank Axis Bank Ltd Branch Sec-14 Gurgaon
5 The Cheque(s)Demand Draft(s) of high value clearing zone should be drawn in favour of ORRIS INFRASTRUCTURE PVT LIMITED and crossed Ale payee only Cheque(s)Demand draft(s) may be drawn on any scheduled bank and payable at Delhi
6 Mr Vineet Gupta as authorised representative of the Company will issue the Acknowledgement Slip (appearing below the Application Form) as acknowledgement of receipt of applications No separate receipt will be issued
7 You should mention your Permanent Account Number or the GIR number allotted under Income- Tax Act 1961 and the Income-Tax CirclelWardlDistrict In case where neither the PAN nor GIR number has been allotted the fact of non-allotment should be mentioned in the application form in the space provided
8 The application would be accepted as per the terms of the issue outlined in the Information Memorandum Disclosure DOC~fii
r1- -~0 gt tl~~ ~gt
j )j~ (~~ ~O
~ shy
Page 60 of60
Ie R A Lim
Ref DfRAT2013-14O-364
Date October 03 2013
Mr Sanjay Aggarwal VP - Accounts amp Taxation Orris Infrastructure Private Limited J-105 DLF Phasemiddotmiddotll MG Road Gurgaon - 122002 Haryana
Dear Sir
Re ICRA rating for Rs 2000 crOTe NCD Programme of Orris Infrastructure Private Limited
This is with reference to your letter dated September 03 2013 for re-validating your rating for the Rs 200 crore NCD programme
We confirm that the [ICRAIB+ assigned to the captioned Bonds programrne of your company and last conununicated to you vide our letter dated August 22 2013 stands The other terrns and conditions fur the credit rating of the aforementioned instrument shall remain the same vide our letter Ref DRATI2QI3middot 14()362 dated May WI3 stands
With kind regards For [eRA Limited
Vi (Senior Vice President)
Buildlng No 2 Iloot Tel + 81 124 - 4545300 websf1e WWWJCf8D
Tower A Cyber Oily Fax + 91 124 bull 4000424 ilImaH lnfoicralfldliLcof1
Phase II Gurgaonmiddot 1~
Regd Offictl noo iltailash Building i 1 Floor 26 KDtwoo Qandhi Marg New Delhi bull 110001
RATING RES EAR C H INfORMATION
Page 55 of60
ANNEXURE 5
CONSENT LETTER FROM DEBENTURE TRUSTEE
Ref No 1750 ITCL JUtmiddots I ru~1 Company Limilt~d
September 30 2013
Orris Infrastructure Private limited (Company) Jmiddot105 OLF PhaSe - 11 MG Road Gurgaon 122002
Kind Attention Mr Vljay Gupta Director
Sub listed Secured Redeemable Non Convertible Debentures (NCDs) aggregating to Rs 200 crs proposed to be issued by the Company on private placement basis
Dear Sirs
This is with reference to our discussion regarding appointment of ILampFS Trust Company limited (ITCL) as Debenture Trustee for the proposedlssue of listed Secured Redeemable NCDsof Rs 1 crore each aggregating to Rs 200 crs to ~ issued by the Company on private placement basis In this regard VIle do hereby give out consent to act as the Debenture Trustee subject to the Company agreeing to the following conditions
1 The Company agrees and undertakes to create the securities over such terms and conditions as detai~d in the signed Information Memorandum as submitted to us and execute the Debenture Trust Deed and other necessary security documents as required
2 The Company agrees amp undertakes to pay Debenture Trustees so long as they hold the office of the De~nture Trustee remuneration as stated in appointment letter dated July 30 2013 for the services as Debenture Trustee in addition to all legal travelling and other costS charges and expenses which the Debenture Trustee or their officers employees or agents rnayiocur in relation to execution of the Debenture Trust Deed and all other documents affecting the Security till the monies in respect of the Debentures have been fully paid-off and the requisite formalities for satisfaction of charge in aU respects have been complied with
3 The Company agrees ft undertakes to comply with the provisions of SEal (Debenture Trustees) Reguliltions 1993 SE61 (Issue and Listing of Debt Securitles) Regulations 2008 SEBICircutar No$EaIIlMOOfgtl1Sondl2oo911 105 dated 11052009 on Simplified Listing Agreement for Debt Securities read with the SEBl Circular No SEBIIIMDDOF-1 tBONDlClr-5120o9 dated the 16th November 2009 the Companies Act 19l)6 ilnd other applicable proviSions I circulars guidelines etc as applicable and amended from time to time and agrees to furnish to Trustees such information in terms of the same on regular basis
Sincerely For ILftFS Trust Company lilDi~d
lL__~~ ~ ~ ~~~ --- ~
Authorized Signatory
lUfFS Finru1 Centre PloINo C 22 G Block 5th Floor Bjr Kurio Complex Bandra (Eastl Mumbamiddotmiddot 40(K)SI INDIA
Bangalor( Office ILEtFSTru1 (ompally Ltdbull ALmiddotLalheef 151 Floor No 2Unioll Slreet Offlnanlry Raad Banglore 5hlX)OI INDIA
New Delhi Offire ILftFSTrusl (ompY tId Amiddot26a lsI Ploor Bhishm Pithamah Marg DefencfCoony New Delhi - 110024 INDIA
Kolkala Offilaquo ILftfSTrusl Company Ltd ILIIFS Constantia lnlflPor n Dr11 lIt Bramachari Street Kolkata bull 700017 INDIA
Page 56 of60
ANNEXURE 6
CONSENT LETTER FROM REGISTRAR AND TRANSFER AGENT i
Skyline Financial Serrr)ices Pvt Ltd SEBI REGISTERED CATEGORY1 REGk)IRARS ampSHARE TRANSfRAtgtENT D153A Ht Floor () nol Area Ph bullbullbullI New Dolhmiddot llO 020 1 9 middot1126812682 2S612~83 EmiddotmaI nOlltyhOaccrn tte-oSi$ wwwSiltyllnfHla_all1
August 29 2013
MrVlneel Kumar Gupta
Sr Manaler Secretarial
Orris InfraSlrucllJre Private Limited
Orris la M G Road
Gurgaoo - 1iG 002 (Hr)
Sub Consent to aet as Registrar to Issue and TfBllSfer Agent
DearSJr
Thls1s in reference 10 YOllr email datild AugJS1 29 2013 We hereby give our consent to act as 21
Registrar to IsSue and Transfer Agent for your propOSed issue of 1O - conveo1ibledebentures Of Rs
20000 Crore (jl1d our name IS Registrar to i$sueandShare Transfer agent may please be included in
Thanking you Y()ursfailhfufy
Vice- President
Page 57 0[60
--
-------
ANNEXURE 7
APPLICA TION FORM
ORRIS INFRASTRUCTURE PRIVATE LIMITED Registered Office RZ-D-5 Mahavir Enclave New Delhi 110045
Corporate Office 1-105 DLF Phase II Mehrauli Gurgaon Gurgaon -122002
Application No ___ Date
Dear Sirs
VWe have read and understood the terms and conditions of issue by Orris Infrastructure Private Limited of senior secured cumulative redeemable Non-Convertible Debentures of face value ~ 10000000 (Rupees One Crores only) having a coupon rate of 20 pa on a private placement basis on the face value aggregating to ~ 2000000000- (Rupees Two Hundred Crores only) (Debenture) contained in the Information Memorandum Disclosure Document dated __2013 VWe bind ourselves to the terms and conditions as contained in the Information Memorandum Disclosure Document and wish to apply for allotment of these Debentures The amount payable on application as shown below is remitted herewith On allotment please place myour name(s) on the Register of Debenture holder(s)
(Please read carefully the instructions on the next page before filling this form)
No of Debentures applied No in figures No in words for
Amount (~)
Detal s I 0 f payment ChequesDemand Date Drawn on Bank DraftlRTGS Details
Applicants Name amp Address in full (please use capital letters)
Pin Code Telephone I Fax Email
I Status Bankin~ Company ( ) Insurance Company ( ) Other ( ) (specify in case of others) Name of Authorized Signatory Designation Signatures Signatoty
Details of Bank Account Bank Name amp Branch Nature ofAccount Account No IFSCINEFT Code middot)---~1
-- --
Depository Details
I1We the undersigned want to hold the Debentures of the Company in the dematerialised fonn Details of myour Beneficiary Account are given below
Depository Participant Name - shy
DPID
Beneficiary Account Number shy
Name of the Applicant
() II We understand that in case of allotment of Debentures to my lour Beneficiary Account as mentioned above would be credited to the extent of Debentures allotted
Taxpayers PAN I GIR No IT CircleIW ardlDistrict ( ) Not Allotted
Tax Deduction Status () Fully ( ) Tax to be ()Yes ONo Exempt deducted at
Source
I1We hereby understand that the Company has not provided and will not provide any material or other infonnation regarding the Debentures except as included in the Infonnation Memorandum Disclosure Document
Signature of the Applicant _________________(Tear here)__________
ACKNOWLEDGEMENT SLIP
Application No Date -- shyReceived From
1shy----------------------~
By ChequelDemand DraftlRTGS No
drawn on towards application for ______ Debentures (Chequesl Demand Drafts are subject to realisation)
For Orris Infrastructure Pvt Ltd
For all further correspondence please contact INFRASTRUCTURE PRIVATE LIMITED Tel +91 124-4979200
Page 59 of60
10
INSTRUCTIONS
You must complete application in full in BLOCK LETTERS IN ENGLISH
2 Your Signatures should be made in English or in any of the Indian languages
3 Application forms duly completed in all respects together with high value Cheques Pay Order Demand Drafts must be lodged at the Orris Infrastructure Private Limited Corporate Office (as provided above)
4 Payments through RTGS shall be made as follows
Beneficiary Account name Orris Infrastructure Private Limited IFSC Code UTIB0000056 Bank Account No 056010200015303 Bank Axis Bank Ltd Branch Sec-14 Gurgaon
5 The Cheque(s)Demand Draft(s) of high value clearing zone should be drawn in favour of ORRIS INFRASTRUCTURE PVT LIMITED and crossed Ale payee only Cheque(s)Demand draft(s) may be drawn on any scheduled bank and payable at Delhi
6 Mr Vineet Gupta as authorised representative of the Company will issue the Acknowledgement Slip (appearing below the Application Form) as acknowledgement of receipt of applications No separate receipt will be issued
7 You should mention your Permanent Account Number or the GIR number allotted under Income- Tax Act 1961 and the Income-Tax CirclelWardlDistrict In case where neither the PAN nor GIR number has been allotted the fact of non-allotment should be mentioned in the application form in the space provided
8 The application would be accepted as per the terms of the issue outlined in the Information Memorandum Disclosure DOC~fii
r1- -~0 gt tl~~ ~gt
j )j~ (~~ ~O
~ shy
Page 60 of60
ANNEXURE 5
CONSENT LETTER FROM DEBENTURE TRUSTEE
Ref No 1750 ITCL JUtmiddots I ru~1 Company Limilt~d
September 30 2013
Orris Infrastructure Private limited (Company) Jmiddot105 OLF PhaSe - 11 MG Road Gurgaon 122002
Kind Attention Mr Vljay Gupta Director
Sub listed Secured Redeemable Non Convertible Debentures (NCDs) aggregating to Rs 200 crs proposed to be issued by the Company on private placement basis
Dear Sirs
This is with reference to our discussion regarding appointment of ILampFS Trust Company limited (ITCL) as Debenture Trustee for the proposedlssue of listed Secured Redeemable NCDsof Rs 1 crore each aggregating to Rs 200 crs to ~ issued by the Company on private placement basis In this regard VIle do hereby give out consent to act as the Debenture Trustee subject to the Company agreeing to the following conditions
1 The Company agrees and undertakes to create the securities over such terms and conditions as detai~d in the signed Information Memorandum as submitted to us and execute the Debenture Trust Deed and other necessary security documents as required
2 The Company agrees amp undertakes to pay Debenture Trustees so long as they hold the office of the De~nture Trustee remuneration as stated in appointment letter dated July 30 2013 for the services as Debenture Trustee in addition to all legal travelling and other costS charges and expenses which the Debenture Trustee or their officers employees or agents rnayiocur in relation to execution of the Debenture Trust Deed and all other documents affecting the Security till the monies in respect of the Debentures have been fully paid-off and the requisite formalities for satisfaction of charge in aU respects have been complied with
3 The Company agrees ft undertakes to comply with the provisions of SEal (Debenture Trustees) Reguliltions 1993 SE61 (Issue and Listing of Debt Securitles) Regulations 2008 SEBICircutar No$EaIIlMOOfgtl1Sondl2oo911 105 dated 11052009 on Simplified Listing Agreement for Debt Securities read with the SEBl Circular No SEBIIIMDDOF-1 tBONDlClr-5120o9 dated the 16th November 2009 the Companies Act 19l)6 ilnd other applicable proviSions I circulars guidelines etc as applicable and amended from time to time and agrees to furnish to Trustees such information in terms of the same on regular basis
Sincerely For ILftFS Trust Company lilDi~d
lL__~~ ~ ~ ~~~ --- ~
Authorized Signatory
lUfFS Finru1 Centre PloINo C 22 G Block 5th Floor Bjr Kurio Complex Bandra (Eastl Mumbamiddotmiddot 40(K)SI INDIA
Bangalor( Office ILEtFSTru1 (ompally Ltdbull ALmiddotLalheef 151 Floor No 2Unioll Slreet Offlnanlry Raad Banglore 5hlX)OI INDIA
New Delhi Offire ILftFSTrusl (ompY tId Amiddot26a lsI Ploor Bhishm Pithamah Marg DefencfCoony New Delhi - 110024 INDIA
Kolkala Offilaquo ILftfSTrusl Company Ltd ILIIFS Constantia lnlflPor n Dr11 lIt Bramachari Street Kolkata bull 700017 INDIA
Page 56 of60
ANNEXURE 6
CONSENT LETTER FROM REGISTRAR AND TRANSFER AGENT i
Skyline Financial Serrr)ices Pvt Ltd SEBI REGISTERED CATEGORY1 REGk)IRARS ampSHARE TRANSfRAtgtENT D153A Ht Floor () nol Area Ph bullbullbullI New Dolhmiddot llO 020 1 9 middot1126812682 2S612~83 EmiddotmaI nOlltyhOaccrn tte-oSi$ wwwSiltyllnfHla_all1
August 29 2013
MrVlneel Kumar Gupta
Sr Manaler Secretarial
Orris InfraSlrucllJre Private Limited
Orris la M G Road
Gurgaoo - 1iG 002 (Hr)
Sub Consent to aet as Registrar to Issue and TfBllSfer Agent
DearSJr
Thls1s in reference 10 YOllr email datild AugJS1 29 2013 We hereby give our consent to act as 21
Registrar to IsSue and Transfer Agent for your propOSed issue of 1O - conveo1ibledebentures Of Rs
20000 Crore (jl1d our name IS Registrar to i$sueandShare Transfer agent may please be included in
Thanking you Y()ursfailhfufy
Vice- President
Page 57 0[60
--
-------
ANNEXURE 7
APPLICA TION FORM
ORRIS INFRASTRUCTURE PRIVATE LIMITED Registered Office RZ-D-5 Mahavir Enclave New Delhi 110045
Corporate Office 1-105 DLF Phase II Mehrauli Gurgaon Gurgaon -122002
Application No ___ Date
Dear Sirs
VWe have read and understood the terms and conditions of issue by Orris Infrastructure Private Limited of senior secured cumulative redeemable Non-Convertible Debentures of face value ~ 10000000 (Rupees One Crores only) having a coupon rate of 20 pa on a private placement basis on the face value aggregating to ~ 2000000000- (Rupees Two Hundred Crores only) (Debenture) contained in the Information Memorandum Disclosure Document dated __2013 VWe bind ourselves to the terms and conditions as contained in the Information Memorandum Disclosure Document and wish to apply for allotment of these Debentures The amount payable on application as shown below is remitted herewith On allotment please place myour name(s) on the Register of Debenture holder(s)
(Please read carefully the instructions on the next page before filling this form)
No of Debentures applied No in figures No in words for
Amount (~)
Detal s I 0 f payment ChequesDemand Date Drawn on Bank DraftlRTGS Details
Applicants Name amp Address in full (please use capital letters)
Pin Code Telephone I Fax Email
I Status Bankin~ Company ( ) Insurance Company ( ) Other ( ) (specify in case of others) Name of Authorized Signatory Designation Signatures Signatoty
Details of Bank Account Bank Name amp Branch Nature ofAccount Account No IFSCINEFT Code middot)---~1
-- --
Depository Details
I1We the undersigned want to hold the Debentures of the Company in the dematerialised fonn Details of myour Beneficiary Account are given below
Depository Participant Name - shy
DPID
Beneficiary Account Number shy
Name of the Applicant
() II We understand that in case of allotment of Debentures to my lour Beneficiary Account as mentioned above would be credited to the extent of Debentures allotted
Taxpayers PAN I GIR No IT CircleIW ardlDistrict ( ) Not Allotted
Tax Deduction Status () Fully ( ) Tax to be ()Yes ONo Exempt deducted at
Source
I1We hereby understand that the Company has not provided and will not provide any material or other infonnation regarding the Debentures except as included in the Infonnation Memorandum Disclosure Document
Signature of the Applicant _________________(Tear here)__________
ACKNOWLEDGEMENT SLIP
Application No Date -- shyReceived From
1shy----------------------~
By ChequelDemand DraftlRTGS No
drawn on towards application for ______ Debentures (Chequesl Demand Drafts are subject to realisation)
For Orris Infrastructure Pvt Ltd
For all further correspondence please contact INFRASTRUCTURE PRIVATE LIMITED Tel +91 124-4979200
Page 59 of60
10
INSTRUCTIONS
You must complete application in full in BLOCK LETTERS IN ENGLISH
2 Your Signatures should be made in English or in any of the Indian languages
3 Application forms duly completed in all respects together with high value Cheques Pay Order Demand Drafts must be lodged at the Orris Infrastructure Private Limited Corporate Office (as provided above)
4 Payments through RTGS shall be made as follows
Beneficiary Account name Orris Infrastructure Private Limited IFSC Code UTIB0000056 Bank Account No 056010200015303 Bank Axis Bank Ltd Branch Sec-14 Gurgaon
5 The Cheque(s)Demand Draft(s) of high value clearing zone should be drawn in favour of ORRIS INFRASTRUCTURE PVT LIMITED and crossed Ale payee only Cheque(s)Demand draft(s) may be drawn on any scheduled bank and payable at Delhi
6 Mr Vineet Gupta as authorised representative of the Company will issue the Acknowledgement Slip (appearing below the Application Form) as acknowledgement of receipt of applications No separate receipt will be issued
7 You should mention your Permanent Account Number or the GIR number allotted under Income- Tax Act 1961 and the Income-Tax CirclelWardlDistrict In case where neither the PAN nor GIR number has been allotted the fact of non-allotment should be mentioned in the application form in the space provided
8 The application would be accepted as per the terms of the issue outlined in the Information Memorandum Disclosure DOC~fii
r1- -~0 gt tl~~ ~gt
j )j~ (~~ ~O
~ shy
Page 60 of60
ANNEXURE 6
CONSENT LETTER FROM REGISTRAR AND TRANSFER AGENT i
Skyline Financial Serrr)ices Pvt Ltd SEBI REGISTERED CATEGORY1 REGk)IRARS ampSHARE TRANSfRAtgtENT D153A Ht Floor () nol Area Ph bullbullbullI New Dolhmiddot llO 020 1 9 middot1126812682 2S612~83 EmiddotmaI nOlltyhOaccrn tte-oSi$ wwwSiltyllnfHla_all1
August 29 2013
MrVlneel Kumar Gupta
Sr Manaler Secretarial
Orris InfraSlrucllJre Private Limited
Orris la M G Road
Gurgaoo - 1iG 002 (Hr)
Sub Consent to aet as Registrar to Issue and TfBllSfer Agent
DearSJr
Thls1s in reference 10 YOllr email datild AugJS1 29 2013 We hereby give our consent to act as 21
Registrar to IsSue and Transfer Agent for your propOSed issue of 1O - conveo1ibledebentures Of Rs
20000 Crore (jl1d our name IS Registrar to i$sueandShare Transfer agent may please be included in
Thanking you Y()ursfailhfufy
Vice- President
Page 57 0[60
--
-------
ANNEXURE 7
APPLICA TION FORM
ORRIS INFRASTRUCTURE PRIVATE LIMITED Registered Office RZ-D-5 Mahavir Enclave New Delhi 110045
Corporate Office 1-105 DLF Phase II Mehrauli Gurgaon Gurgaon -122002
Application No ___ Date
Dear Sirs
VWe have read and understood the terms and conditions of issue by Orris Infrastructure Private Limited of senior secured cumulative redeemable Non-Convertible Debentures of face value ~ 10000000 (Rupees One Crores only) having a coupon rate of 20 pa on a private placement basis on the face value aggregating to ~ 2000000000- (Rupees Two Hundred Crores only) (Debenture) contained in the Information Memorandum Disclosure Document dated __2013 VWe bind ourselves to the terms and conditions as contained in the Information Memorandum Disclosure Document and wish to apply for allotment of these Debentures The amount payable on application as shown below is remitted herewith On allotment please place myour name(s) on the Register of Debenture holder(s)
(Please read carefully the instructions on the next page before filling this form)
No of Debentures applied No in figures No in words for
Amount (~)
Detal s I 0 f payment ChequesDemand Date Drawn on Bank DraftlRTGS Details
Applicants Name amp Address in full (please use capital letters)
Pin Code Telephone I Fax Email
I Status Bankin~ Company ( ) Insurance Company ( ) Other ( ) (specify in case of others) Name of Authorized Signatory Designation Signatures Signatoty
Details of Bank Account Bank Name amp Branch Nature ofAccount Account No IFSCINEFT Code middot)---~1
-- --
Depository Details
I1We the undersigned want to hold the Debentures of the Company in the dematerialised fonn Details of myour Beneficiary Account are given below
Depository Participant Name - shy
DPID
Beneficiary Account Number shy
Name of the Applicant
() II We understand that in case of allotment of Debentures to my lour Beneficiary Account as mentioned above would be credited to the extent of Debentures allotted
Taxpayers PAN I GIR No IT CircleIW ardlDistrict ( ) Not Allotted
Tax Deduction Status () Fully ( ) Tax to be ()Yes ONo Exempt deducted at
Source
I1We hereby understand that the Company has not provided and will not provide any material or other infonnation regarding the Debentures except as included in the Infonnation Memorandum Disclosure Document
Signature of the Applicant _________________(Tear here)__________
ACKNOWLEDGEMENT SLIP
Application No Date -- shyReceived From
1shy----------------------~
By ChequelDemand DraftlRTGS No
drawn on towards application for ______ Debentures (Chequesl Demand Drafts are subject to realisation)
For Orris Infrastructure Pvt Ltd
For all further correspondence please contact INFRASTRUCTURE PRIVATE LIMITED Tel +91 124-4979200
Page 59 of60
10
INSTRUCTIONS
You must complete application in full in BLOCK LETTERS IN ENGLISH
2 Your Signatures should be made in English or in any of the Indian languages
3 Application forms duly completed in all respects together with high value Cheques Pay Order Demand Drafts must be lodged at the Orris Infrastructure Private Limited Corporate Office (as provided above)
4 Payments through RTGS shall be made as follows
Beneficiary Account name Orris Infrastructure Private Limited IFSC Code UTIB0000056 Bank Account No 056010200015303 Bank Axis Bank Ltd Branch Sec-14 Gurgaon
5 The Cheque(s)Demand Draft(s) of high value clearing zone should be drawn in favour of ORRIS INFRASTRUCTURE PVT LIMITED and crossed Ale payee only Cheque(s)Demand draft(s) may be drawn on any scheduled bank and payable at Delhi
6 Mr Vineet Gupta as authorised representative of the Company will issue the Acknowledgement Slip (appearing below the Application Form) as acknowledgement of receipt of applications No separate receipt will be issued
7 You should mention your Permanent Account Number or the GIR number allotted under Income- Tax Act 1961 and the Income-Tax CirclelWardlDistrict In case where neither the PAN nor GIR number has been allotted the fact of non-allotment should be mentioned in the application form in the space provided
8 The application would be accepted as per the terms of the issue outlined in the Information Memorandum Disclosure DOC~fii
r1- -~0 gt tl~~ ~gt
j )j~ (~~ ~O
~ shy
Page 60 of60
--
-------
ANNEXURE 7
APPLICA TION FORM
ORRIS INFRASTRUCTURE PRIVATE LIMITED Registered Office RZ-D-5 Mahavir Enclave New Delhi 110045
Corporate Office 1-105 DLF Phase II Mehrauli Gurgaon Gurgaon -122002
Application No ___ Date
Dear Sirs
VWe have read and understood the terms and conditions of issue by Orris Infrastructure Private Limited of senior secured cumulative redeemable Non-Convertible Debentures of face value ~ 10000000 (Rupees One Crores only) having a coupon rate of 20 pa on a private placement basis on the face value aggregating to ~ 2000000000- (Rupees Two Hundred Crores only) (Debenture) contained in the Information Memorandum Disclosure Document dated __2013 VWe bind ourselves to the terms and conditions as contained in the Information Memorandum Disclosure Document and wish to apply for allotment of these Debentures The amount payable on application as shown below is remitted herewith On allotment please place myour name(s) on the Register of Debenture holder(s)
(Please read carefully the instructions on the next page before filling this form)
No of Debentures applied No in figures No in words for
Amount (~)
Detal s I 0 f payment ChequesDemand Date Drawn on Bank DraftlRTGS Details
Applicants Name amp Address in full (please use capital letters)
Pin Code Telephone I Fax Email
I Status Bankin~ Company ( ) Insurance Company ( ) Other ( ) (specify in case of others) Name of Authorized Signatory Designation Signatures Signatoty
Details of Bank Account Bank Name amp Branch Nature ofAccount Account No IFSCINEFT Code middot)---~1
-- --
Depository Details
I1We the undersigned want to hold the Debentures of the Company in the dematerialised fonn Details of myour Beneficiary Account are given below
Depository Participant Name - shy
DPID
Beneficiary Account Number shy
Name of the Applicant
() II We understand that in case of allotment of Debentures to my lour Beneficiary Account as mentioned above would be credited to the extent of Debentures allotted
Taxpayers PAN I GIR No IT CircleIW ardlDistrict ( ) Not Allotted
Tax Deduction Status () Fully ( ) Tax to be ()Yes ONo Exempt deducted at
Source
I1We hereby understand that the Company has not provided and will not provide any material or other infonnation regarding the Debentures except as included in the Infonnation Memorandum Disclosure Document
Signature of the Applicant _________________(Tear here)__________
ACKNOWLEDGEMENT SLIP
Application No Date -- shyReceived From
1shy----------------------~
By ChequelDemand DraftlRTGS No
drawn on towards application for ______ Debentures (Chequesl Demand Drafts are subject to realisation)
For Orris Infrastructure Pvt Ltd
For all further correspondence please contact INFRASTRUCTURE PRIVATE LIMITED Tel +91 124-4979200
Page 59 of60
10
INSTRUCTIONS
You must complete application in full in BLOCK LETTERS IN ENGLISH
2 Your Signatures should be made in English or in any of the Indian languages
3 Application forms duly completed in all respects together with high value Cheques Pay Order Demand Drafts must be lodged at the Orris Infrastructure Private Limited Corporate Office (as provided above)
4 Payments through RTGS shall be made as follows
Beneficiary Account name Orris Infrastructure Private Limited IFSC Code UTIB0000056 Bank Account No 056010200015303 Bank Axis Bank Ltd Branch Sec-14 Gurgaon
5 The Cheque(s)Demand Draft(s) of high value clearing zone should be drawn in favour of ORRIS INFRASTRUCTURE PVT LIMITED and crossed Ale payee only Cheque(s)Demand draft(s) may be drawn on any scheduled bank and payable at Delhi
6 Mr Vineet Gupta as authorised representative of the Company will issue the Acknowledgement Slip (appearing below the Application Form) as acknowledgement of receipt of applications No separate receipt will be issued
7 You should mention your Permanent Account Number or the GIR number allotted under Income- Tax Act 1961 and the Income-Tax CirclelWardlDistrict In case where neither the PAN nor GIR number has been allotted the fact of non-allotment should be mentioned in the application form in the space provided
8 The application would be accepted as per the terms of the issue outlined in the Information Memorandum Disclosure DOC~fii
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Page 60 of60
-- --
Depository Details
I1We the undersigned want to hold the Debentures of the Company in the dematerialised fonn Details of myour Beneficiary Account are given below
Depository Participant Name - shy
DPID
Beneficiary Account Number shy
Name of the Applicant
() II We understand that in case of allotment of Debentures to my lour Beneficiary Account as mentioned above would be credited to the extent of Debentures allotted
Taxpayers PAN I GIR No IT CircleIW ardlDistrict ( ) Not Allotted
Tax Deduction Status () Fully ( ) Tax to be ()Yes ONo Exempt deducted at
Source
I1We hereby understand that the Company has not provided and will not provide any material or other infonnation regarding the Debentures except as included in the Infonnation Memorandum Disclosure Document
Signature of the Applicant _________________(Tear here)__________
ACKNOWLEDGEMENT SLIP
Application No Date -- shyReceived From
1shy----------------------~
By ChequelDemand DraftlRTGS No
drawn on towards application for ______ Debentures (Chequesl Demand Drafts are subject to realisation)
For Orris Infrastructure Pvt Ltd
For all further correspondence please contact INFRASTRUCTURE PRIVATE LIMITED Tel +91 124-4979200
Page 59 of60
10
INSTRUCTIONS
You must complete application in full in BLOCK LETTERS IN ENGLISH
2 Your Signatures should be made in English or in any of the Indian languages
3 Application forms duly completed in all respects together with high value Cheques Pay Order Demand Drafts must be lodged at the Orris Infrastructure Private Limited Corporate Office (as provided above)
4 Payments through RTGS shall be made as follows
Beneficiary Account name Orris Infrastructure Private Limited IFSC Code UTIB0000056 Bank Account No 056010200015303 Bank Axis Bank Ltd Branch Sec-14 Gurgaon
5 The Cheque(s)Demand Draft(s) of high value clearing zone should be drawn in favour of ORRIS INFRASTRUCTURE PVT LIMITED and crossed Ale payee only Cheque(s)Demand draft(s) may be drawn on any scheduled bank and payable at Delhi
6 Mr Vineet Gupta as authorised representative of the Company will issue the Acknowledgement Slip (appearing below the Application Form) as acknowledgement of receipt of applications No separate receipt will be issued
7 You should mention your Permanent Account Number or the GIR number allotted under Income- Tax Act 1961 and the Income-Tax CirclelWardlDistrict In case where neither the PAN nor GIR number has been allotted the fact of non-allotment should be mentioned in the application form in the space provided
8 The application would be accepted as per the terms of the issue outlined in the Information Memorandum Disclosure DOC~fii
r1- -~0 gt tl~~ ~gt
j )j~ (~~ ~O
~ shy
Page 60 of60
10
INSTRUCTIONS
You must complete application in full in BLOCK LETTERS IN ENGLISH
2 Your Signatures should be made in English or in any of the Indian languages
3 Application forms duly completed in all respects together with high value Cheques Pay Order Demand Drafts must be lodged at the Orris Infrastructure Private Limited Corporate Office (as provided above)
4 Payments through RTGS shall be made as follows
Beneficiary Account name Orris Infrastructure Private Limited IFSC Code UTIB0000056 Bank Account No 056010200015303 Bank Axis Bank Ltd Branch Sec-14 Gurgaon
5 The Cheque(s)Demand Draft(s) of high value clearing zone should be drawn in favour of ORRIS INFRASTRUCTURE PVT LIMITED and crossed Ale payee only Cheque(s)Demand draft(s) may be drawn on any scheduled bank and payable at Delhi
6 Mr Vineet Gupta as authorised representative of the Company will issue the Acknowledgement Slip (appearing below the Application Form) as acknowledgement of receipt of applications No separate receipt will be issued
7 You should mention your Permanent Account Number or the GIR number allotted under Income- Tax Act 1961 and the Income-Tax CirclelWardlDistrict In case where neither the PAN nor GIR number has been allotted the fact of non-allotment should be mentioned in the application form in the space provided
8 The application would be accepted as per the terms of the issue outlined in the Information Memorandum Disclosure DOC~fii
r1- -~0 gt tl~~ ~gt
j )j~ (~~ ~O
~ shy
Page 60 of60