series a final mb...upto 1000 (one thousand) series a secured, fully paid up, redeemable, non...

/ mnaUon Memo,andum and Off., Lette' ( ..____

----- for Series Al Series B/ Series Cl Series D I Series E

Private & Confidential - For Private Circulation Only

adius & Deserve Land Developers Pvt Ltd

Registered Office: Deserve, CST Road Junction, Opp. University of Mumbai Premises, Kalina, Santacruz (East), Mumbai - 400098, Maharashtra, India.

Tel : 02226676800

Fax: 022 26676900

Email: [email protected]

Non-Convertible Debentures

DATE:

PRIVATE PLACEMENT OF NON CONVERTIBLE DEBENTURES AGGREGATING UPTO INR 315,00,00,000/- (RUPEES THREE HUNDRED AND FIFTEEN CRORES ONLY) IN THE FOLLOWING MANNER (EACH AN INDEPENDENT ISSUANCE):

1)

2)

3)

UPTO 1000 (ONE THOUSAND) SERIES A SECURED, FULLY PAID UP, REDEEMABLE, NON CONVERTIBLE DEBENTURES OF INR 10,00,000 (RUPEES TEN LAKHS ONLY) EACH AGGREGATING UP TO INR 100,00,00,000 (RUPEES ONE HUNDRED CRORES ONLY);

UPTO 1050 (ONE THOUSAND AND FIFTY) SERIES B SECURED, FULLY PAID UP, I

REDEEMABLE, NON CONVERTIBLE DEBENTURES OF INR 10,00,000 (RUPEES TEN LAKH ONLY) EACH AGGREGATING UP TO l~R 105,00,00,000 (RUPEES ONE HUNDRED AND FIVE CRORES ONLY);

UPTO 400 (FOUR HUNDRED) SERIES C SECURED, FULLY PAID UP, REDEEMABLE, NON CONVERTIBLE DEBENTURES OF INR 10,00,000 (RUPEES TEN LAKH ONLY) EACH AGGREGATING UP TO INR 40,00,00,000 (RUPEES FORTY CRORES ONLY);

~---

!/.-; ~- . ..., }' I; i· I

1

Information Memorandum and Offer Letter

4) UPTO 350 (THREE HUNDRED AND FIFTY) SERIES D SECURED, FULLY PAID UP, REDEEMABLE, NON CONVERTIBLE DEBENTURES OF INR 10,00,000 (RUPEES TEN LAKH ONLY) EACH AGGREGATING UP TO INR 35,00,00,000 (RUPEES THIRTY FIVE CRORES ONLY); AND

5) UPTO 350 (THREE HUNDRED AND FIFTY) SERIES E SECURED, FULLY PAID UP, REDEEMABLE, NON CONVERTIBLE DEBENTURES OF INR 10,00,000 (RUPEES TEN LAKH ONLY) EACH AGGREGATING UP TO INR 35,00,00,000 (RUPEES THIRTY FIVE CRORES ONLY),

OF RADIUS & DESERVE LAND DEVELOPERS PVT LTD ("COMPANY"/"ISSUER"), ("DEBENTURES" ) FOR CASH AT PAR WITH A MINIMUM SUBSCRIPTION OF RS 10,00,000/- (RUPEES TEN LAKHS ONLY) IN ACCORDANCE WITH THIS INFORMATION MEMORANDUM OFFER LETTER DATED 141

h SEPTEMBER, 2015 ("INFORMATION MEMORANDUM AND OFFER LETTER") (THE ISSUE OF THE DEBENTURES BY THE COMPANY BEING REFERRED TO AS THE "ISSUE").

FOR TAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUE AND THE INFORMATION MEMORANDUM AND OFFER LEITER INCLUDING THE RISKS INVOLVED.

INVESTMENT IN DEBT INSTRUMENTS INVOLVES A DEGREE OF RISK AND PROSPECTIVE INVESTORS SHOULD INVEST ANY FUNDS IN THE ISSUE ONLY AFTER READING THIS INFORMATION MEMORANDUM AND OFFER LETTER CAREFULLY. PROSPECTIVE INVESTORS ARE ADVISED TO CAREFULLY READ THE RISKS ASSOCIATED WITH THE DEBENTURES. THESE RISKS ARE NOT, AND ARE NOT INTENDED TO BE, A COMPLETE LIST OF ALL RISKS AND CONSIDERATIONS RELEVANT TO THE DEBENTURES OR YOUR DECISION TO PURCHASE THE DEBENTURES. PROSPECTIVE INVESTORS SHOULD NOT CONSTRUE THE CONTENTS OF THIS INFORMATION MEMORANDUM AND OFFER LEITER AS LEGAL, TAXATION OR FINANCIAL ADVICE. EACH PROSPECTIVE INVESTOR SHOULD CONSULT HIS/HER/ITS OWN PROFESSIONAL ADVISORS AS TO THE LEGAL, TAXATION, FINANCIAL AND OTHER MATTERS RELEVANT TO THE SUITABILITY OF INVESTMENT FOR SUCH INVESTORS.

Debenture Trustee:

IDBI Trusteeship Services Limited Asian Building, Ground Floor. 17, R Kamani Marg, Ballard Estate, Mumbai - 400 001

Tel: +91 22 4080 7000

Fax: (022) 6631 1776/ (022),4080 7080 /' I "'\,

Website: www.idbitrustee.co.in ".\ t i I' \

\' ::z_ i } 2

.. - •. ~ r< '., 1'1·"'\ '·- \

/' ~· ·~'"\ I 'r•' • 'I , ,\ , ' .. ... ) ·'I

~ " '~". ' . \.·~" .. ~) . ~~ ·-;.~


Contact Person: Anjalee Athalye


SEBI Registration No. IND000000460

IDBI TRUSTEESHIP SERVICES LIMITED ("DEBENTURE TRUSTEE") HAS BY ITS LETTER DATED 10™ SEPTEMBER 2015 GIVEN ITS CONSENT FOR ITS APPOINTMENT AS DEBENTURE TRUSTEE TO THE ISSUE AND FOR ITS NAME TO BE INCLUDED IN THIS INFORMATION MEMORANDUM AND OFFER LETTER AND IN ALL THE SUBSEQUENT PERIODICAL COMMUNICATIONS SENT TO THE HOLDERS OF THE DEBENTURES ISSUED PURSUANT TO THIS ISSUE (AS SET OUT IN ANNEXURE II OF THIS INFORMATION MEMORANDUM AND OFFER LETTER).

THIS INFORMATION MEMORANDUM AND OFFER LETTER IS TO BE READ IN CONJUNCTION WITH FORM PAS-4. THE DEBENTURES MENTIONED HEREIN ARE NOT OFFERED FOR SALE OR SUBSCRIPTION TO THE PUBLIC, BUT ARE BEING PRIVATELY PLACED WITH SELECTED RESIDENT INDIAN HIGH NET-WORTH INDIVIDUALS AND COMPANIES, INSTITUTIONS AND BODIES CORPORATE. THIS INFORMATION MEMORANDUM AND OFFER LETIER DOES NOT CONSTITUTE AN OFFER FOR SALE OR A SOLICITATION OF AN OFFER TO BUY THE DEBENTURES AS DESCRIBED HEREIN FROM ANY PERSON OTHER THAN THE PERSON WHOSE NAME APPEARS ON THE COVER PAGE OF THIS INFORMATION MEMORANDUM AND OFFER LETTER DOCUMENT MAY TREAT THE SAME AS CONSTITUTING AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE DEBENTURES.

THE DISTRIBUTION OF THIS INFORMATION MEMORANDUM AND OFFER LETIER AND OFFER AND SALE OF DEBENTURES IN CERTAIN JURISDICTION MAY BE RESTRICTED BY LAW. IT DOES NOT CONSTITUTE AN OFFER FOR SALE OR SOLICITATION OF AN OFFER TO BUY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH STATE OR JURISDICTION.

PERSONS INTO WHOSE POSSESSION THIS INFORMATION MEMORANDUM AND OFFER LETIER COMES ARE REQUIRED TO INFORM THEMSELVES AS TO (A) THE LEGAL REQUIREMENTS FOR THE PURCHASE, HOLDING OR DISPOSAL OF THE DEBENTURES, (B) ANY LEGAL RESTRICTIONS WHICH MAY AFFECT THEM AND (C) THE INCOME AND OTHER TAX CONSEQUENCES WHICH MAY APPLY RELEVANT TO THE PURCHASE, HOLDING OR DISPOSAL OF THE DEBENTURES.

THE COMPANY INCORPORATED ON 281h DECEMBER, 2006 IS ENGAGED IN OPERATING

AND MANAGING REAL ESTATE BUSINESS INCLUDING DEVELOPMENT, CONSTRUCTION AND THE PURCHASE AND SALE OF REAL ESTATE ASSETS. THE COMPANY IS NOT REGULATED BY THE SEBI (ALTERNATIVE INVESTMENT FUNDS) REGULATIONS, 2012 OR BY THE RBI AS A NON-BANKING FINANCE COMPANY. ACCORDINGLY, THE. INVESTORS SHOULD UNDERSTAND_ THAT SINCE THE COMPANY IS NOT REGULATED .---BY SEBI OR RBI, THE INVEST0RS ARE- ~OT AFFORDED T B:PRC:H: CTION PROVIDED

TO THOSE REGULATED ENTlf lES. )" '~ .;: '>~~ . , I , , '. \ I /' : I I .I.. ;· • ,

7 .1"- ·~ 'I .. ' 3 " - th ;1l

•/ -- ~...... \' ----....;:;.:.


TABLE OF CONTENTS

SECTION I: IMPORTANT NOTICE AND DISCLAIMER ..... ...... ............. ... ........... .......... ........... ... 5

SECTION II: FORWARD LOOKING STATEMENTS ................ ......................... .......... ............... . 9

SECTION Ill: GENERAL INFORMATION ABOUT THE COMPANY AND THE PROJECT ....... 10

SECTION IV: FINANCIAL INFORMATION ........................ ........ ..... ..... .... .. .... ................ .... ... .. .. 13

SECTION V: ISSUE RELATED INFORMATION ....... .... ..... .. ......... .. .. ........ ............ .. .. ........... ..... 14

SECTION VI: RISK FACTORS ........ ........... ............. ....... ... .... ....... ......... .. .. .. .... .............. ... ........ 31

SECTION VII: FORM NO PAS-4 .............. ..... .. .......................... .... ......... .... ... ... ................ ... ..... 38

SCHEDULE I - DETAILS OF THE PROPERTY ............. ................ ... ............. ........ ......... ..... ..... 55

SCHEDULE II - COPY OF THE BOARD RESOLUTION ... ... ............. .... .................... ... ............. 56

SCHEDULE Ill - COPY OF SHAREHOLDER'S RESOLUTION ...... ..................... ...... ... ..... ....... 57

SECTION VIII: APPLICATION PROCESS .................... ....... ..... ......................... ............. ...... .... 58

SECTION IX: APPLICATION PROCESS ......... ................................ ......... .... ....... ............. .. .... .. 62

ANNEXURE I: PROFILE OF BOARD OF DIRECTORS OF THE COMPANY .. ... ... ... ...... ......... . 82

ANNEXURE II: CONSENT LETTER OF THE DEBENTURE TRUSTEE ...... ........ .. ........ ...... ..... 83

ANNEXURE Ill: DETAILS OF PROPERTIES CHARGED AS SECURITY FOR THE REDEMPTION OF DEBENTURES UNDER ISSUE ...... .............. ............ .... ...................... .... .... 84

ANNEXURE IV - AUDITED FINANCIALS OF THE ISSUER .............. ... .. ............... .. ........ ......... 85

4


THIS INFORMATION MEMORANDUM AND OFFER LETTER IS BEING PROVIDED TO THE SELECTED INVESTORS WHOSE NAMES ARE RECORDED IN THE RECORD OF THE COMPANY IN RELATION TO THE ISSUE OF THE DEBENTURES ON A STRICTLY PRIVATE PLACEMENT BASIS BY THE COMPANY ("SUBSCRIBERS/INVESTORS").

THIS INFORMATION MEMORANDUM AND OFFER LETTER IS NEITHER A PROSPECTUS NOR A STATEMENT IN LIEU OF PROSPECTUS. THIS IS ONLY A MEMORANDUM INTENDED FOR PRIVATE USE AND SHOULD NOT BE CONSTRUED TO BE A PROSPECTUS AND/OR AN INVITATION TO THE PUBLIC FOR SUBSCRIPTION TO THE DEBENTURES UNDER ANY LAW FOR THE TIME BEING IN FORCE.

APART FROM THIS INFORMATION MEMORANDUM AND OFFER LETTER, NO OTHER OFFER DOCUMENT OR PROSPECTUS HAS BEEN PREPARED IN CONNECTION WITH THE OFFERING OF THIS ISSUE NOR JS SUCH A PROSPECTUS REQUIRED TO BE REGISTERED UNDER APPLICABLE LAWS. ACCORDINGLY, THIS INFORMATION MEMORANDUM AND OFFER LETTER HAS NEITHER BEEN DELIVERED FOR REGISTRATION NOR IS IT INTENDED TO BE REGISTERED.

ALL THE INFORMATION CONTAINED IN THIS INFORMATION MEMORANDUM AND OFFER LETTER HAS BEEN SUPPLIED BY OR ON BEHALF OF THE COMPANY AND THE COMPANY CONFIRMS THAT THE COMPANY HAS TAKEN REASONABLE CARE TO ENSURE THAT THE INFORMATION IS TRUE AND ACCURATE IN ALL MATERIAL RESPECTS AS AT THE DATE SHOWN ON THE COVER OF THIS INFORMATION MEMORANDUM AND OFFER LETTER AND DOES NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMITS TO STATE ANY MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS HEREIN THAT WOULD BE IN THE LIGHT OF 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 AND OFFER LETTER OR IN ANY MATERIAL MADE AVAILABLE BY THE COMPANY TO ANY SELECTED INVESTOR PURSUANT HERETO AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED OR INCORPORATED BY REFERENCE IN INFORMATION MEMORANDUM AND OFFER LETTER OR IN ANY MATERIAL MADE AVAILABLE BY THE COMPANY TO ANY SELECTED SUBSCRIBER PURSUANT HERETO AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS INFORMATION MEMORANDUM AND OFFER LETTER HAS NEITHER BEEN VETTED, REVIEWED OR SUBMITTED TO ANY REGULATOR AND THE PROSPECTIVE SUBSCRIBERSHOULD NOT CONSTRUE THE SAME TO HAVE BEEN SO VEITED, REVIEWED OR SUBMITTED TO

SUCH REGULATOR. ,.,,- - , ··~·~-~- .. ~

7 -;I l-'l -~- :~'.::\ ( !"·( . ·I I '"\ •) \.. -. J 5 ~·,:: ' ·;y<'-· '

' '"'' ·/ I ,• _,,._ \ ~~ "'~~::;.;..,."


THE COMPANY DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION MEMORANDUM AND OFFER LETTER TO REFLECT SUBSEQUENT EVENTS AFTER THE DATE OF THIS INFORMATION MEMORANDUM AND OFFER LETTER AND THUS IT SHOULD NOT BE RELIED UPON WITH RESPECT TO SUCH SUBSEQUENT EVENTS WITHOUT FIRST CONFIRMING ITS ACCURACY WITH THE COMPANY. NEITHER THE DELIVERY OF THIS INFORMATION MEMORANDUM AND OFFER LETTER NOR ANY ISSUE OF THE DEBENTURES MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CONSTITUTE A REPRESENTATION OR CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.

THE CONTENTS OF THIS INFORMATION MEMORANDUM AND OFFER LETTER ARE INTENDED TO BE USED ONLY BY THOSE RECIPIENT(S) TO WHOM IT IS ISSUED. IT IS NOT INTENDED FOR DISTRIBUTION TO ANY OTHER PERSON AND SHOULD NOT BE REPRODUCED BY SUCH RECIPIENT.

EACH COPY OF THIS INFORMATION MEMORANDUM AND OFFER LETTER IS SERIALLY NUMBERED AND THE RECIPIENT OF THE INFORMATION MEMORANDUM AND OFFER LETTER IS ALONE ENTITLED TO APPLY FOR THE DEBENTURES. NO INVITATION IS BEING MADE TO ANY PERSONS OTHER THAN THOSE TO WHOM APPLICATION FORMS ALONG WITH THIS INFORMATION MEMORANDUM AND OFFER LETTER HAVE BEEN SENT. ANY APPLICATION BY A PERSON TO WHOM THIS INFORMATION MEMORANDUM AND OFFER LETTER AND/OR THE APPLICATION FORM HAS NOT BEEN SENT BY THE COMPANY SHALL BE REJECTED WITHOUT ASSIGNING ANY REASON. THE PERSON WHO IS IN RECEIPT OF THIS INFORMATION MEMORANDUM AND OFFER LETTER SHALL MAINTAIN UTMOST CONFIDENTIALITY REGARDING THE CONTENTS OF THIS INFORMATION MEMORANDUM AND OFFER LETTER AND SHALL NOT REPRODUCE OR DISTRIBUTE IN WHOLE OR PART OR MAKE ANY ANNOUNCEMENT IN PUBLIC OR TO A THIRD PARTY REGARDING ITS CONTENTS, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY.

THE PURPOSE OF THIS INFORMATION MEMORANDUM AND OFFER LETTER IS TO PROVIDE GENERAL INFORMATION ABOUT THE COMPANY AND TO ASSIST RECIPIENTS, WHO ARE WILLING AND ELIGIBLE TO INVEST IN THE DEBENTURES. THIS INFORMATION MEMORANDUM AND OFFER LETTER DOES NOT PURPORT TO CONTAIN ALL THE INFORMATION THAT ANY SELECTED INVESTOR MAY REQUIRE. THIS INFORMATION MEMORANDUM AND OFFER LETTER IS NOT INTENDED TO PROVIDE THE BASIS OF ANY CREDIT DECISION OR OTHER EVALUATION AND SHOULD NOT BE REGARDED, FIRSTLY AS A RECOMMENDATION TO ANY RECIPIENT TO PARTICIPATE IN THE ISSUE AND SECONDLY ANY RECIPIENT OF THIS INFORMATION MEMORANDUM AND OFFER LETTER SHOULD NOT CONSIDER SUCH RECEIPT AS A RECOMMENDATION TO PURCHASE ANY DEBENTURES. THIS INFORMATION MEMORANDUM AND OFFER LETTER IS NOT INTENDED TO PROVIDE THE BASIS OF ANY CREDIT DECISION OR OTHER EVALUATION AND SHOULD NOT BE REGARDED; FIRSTLY AS A RECOMMENDATION TO ANY RECIPIENT TO PARTICIPATE IN THE DEBENTURES AND SECONDLY ANY RECIPIENT OF THIS INFORMATION MEMORANDUM AND OFFER LETTER SHOULD NOT CONSIDER SUCH RECEIPT A RECOMMENDATION _..---::--TO PURCHASE ANY DEBENTU~~· . ~., ·~

(:%·:· ,,. d .z·'\

I ·~

I ' '

' \ \ : · J , • . f?·

\;:,: <; , ' - I •C ;o .''/

~~


EACH RECIPIENT OF THIS INFORMATION MEMORANDUM AND OFFER LETTER SHOULD PERFORM HIS/ ITS OWN INDEPENDENT INVESTIGATION OF THE FINANCIAL CONDITION AND AFFAIRS OF THE COMPANY, AND HIS/ITS OWN APPRAISAL OF THE CREDITWORTHINESS OF THE COMPANY. EACH RECIPIENT 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 SUCH RECIPIENT SHOULD POSSESS THE APPROPRIATE RESOURCES TO ANALYSE SUCH INVESTMENT AND THE SUITABILITY OF SUCH INVESTMENT TO THEIR RESPECTIVE PARTICULAR CIRCUMSTANCES BASED UPON WHATEVER INVESTIGATIONS IT DEEMS NECESSARY. IT IS THE RESPONSIBILITY OF THE SUBSCRIBERS TO ALSO ENSURE THAT THEY WILL SELL THESE DEBENTURES IN STRICT ACCORDANCE WITH THIS INFORMATION MEMORANDUM AND OFFER LETTER AND OTHER APPLICABLE LAWS, SO THAT THE SALE DOES NOT CONSTITUTE AN OFFER TO THE PUBLIC WITHIN THE MEANING OF THE COMPANIES ACT, 2013.

THIS INFORMATION MEMORANDUM AND OFFER LETTER IS CONFIDENTIAL AND IS MADE AVAILABLE ONLY TO THE RECIPIENTS OF THIS INFORMATION MEMORANDUM AND OFFER LETTER WHOSE NAME AND ADDRESS IS MENTIONED AT THE BEGINNJNG OF THIS INFORMATION MEMORANDUM AND OFFER LETTER AND FORM PAS-4 ON THE UNDERSTANDING THAT IT IS CONFIDENTIAL. RECIPIENTS ARE NOT ENTITLED TO USE ANY OF THE INFORMATION CONTAINED IN THIS PLACEMENT MEMORANDUM FOR ANY PURPOSE OTHER THAN IN ASSISTING TO DECIDE WHETHER OR NOT TO PARTICIPATE IN THE DEBENTURES.

EACH PERSON RECEIVING THIS INFORMATION MEMORANDUM AND OFFER LETTER ACKNOWLEDGES THAT:

SUCH PERSON HAS BEEN AFFORDED AN OPPORTUNITY TO REQUEST AND TO REVIEW AND HAS RECEIVED ALL ADDITIONAL INFORMATION CONSIDERED BY AN INDIVIDUAL TO BE NECESSARY TO VERIFY THE ACCURACY OF OR TO SUPPLEMENT THE INFORMATION HEREIN; AND

ALL SUBSCRIBERS ARE REQUIRED TO COMPLY WITH THE RELEVANT REGULATIONS/GUIDELINES APPLICABLE TO THEM. THE INFORMATION MEMORANDUM AND OFFER LETTER IS NOT INTENDED FOR DISTRIBUTION TO ANY OTHER PERSON AND SHOULD NOT BE REPRODUCED BY THE RECIPIENT

THIS INFORMATION MEMORANDUM AND OFFER LETTER 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 MEMORANDUM AND OFFER LETTER IN ANY JURISDICTION WHERE SUCH ACTION IS REQUIRED. THE DISTRJBUTION OF THIS INFO~MA~ION~EMORANDUM AND ?~~~-::~TTER IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. RECIPIENTS' Or' T.PltS INFORMATION . . I ~ -· . ~

L-;:/' 117 ( ·Q / . .JJ / '.I ' '.¥. · .. J

- . ____ ,· .. _,, .... " ' : .: t' ,.,t.\ . .. ;,~ ---- '~


MEMORANDUM AND OFFER LETTER ARE REQUIRED BY THE COMPANY TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS. NO LIABILITY TO ANY PERSON IS ACCEPTED BY THE COMPANY AND/OR THEIR RESPECTIVE AFFILIATES IN RELATION TO THE DISTRIBUTION OF THIS INFORMATION MEMORANDUM AND OFFER LEITER IN ANY JURISDICTION.

ISSUE OF THESE DEBENTURES HAVE BEEN/WILL BE MADE IN INDIA TO INVESTORS AS SPECIFIED UNDER CLAUSE " WHO CAN APPLY" IN THIS INFORMATION MEMORANDUM AND OFFER LETTER. THIS INFORMATION MEMORANDUM AND OFFER LEITER IS NOT TO BE CONSTRUED OR CONSTITUTED AS AN OFFER TO SELL OR AN INVITATION TO SUBSCRIBE TO DEBENTURES OFFERED HEREBY TO ANY PERSON TO WHOM IT IS NOT SPECIFICALLY ADDRESSED. THE DEBENTURES ARE GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE EXISTING INDIAN LAWS AS APPLICABLE IN THE STATE OF MAHARASHTRA. ANY DISPUTE ARISING IN RESPECT THEREOF WILL BE REFERRED TO ARBITRATION.

THE COMPANY, HAVING MADE ALL REASONABLE INQUIRIES, ACCEPTS RESPONSIBILITY FOR AND CONFIRMS THAT THIS INFORMATION MEMORANDUM AND OFFER LETTER CONTAINS ALL INFORMATION WITH REGARDS TO THE COMPANY AND THE ISSUE, WHICH IS MATERIAL IN THE CONTEXT OF THE ISSUE, THAT THE INFORMATION CONTAINED IN THIS INFORMATION MEMORANDUM AND OFFER LETTER IS TRUE AND CORRECT IN ALL MATERIAL ASPECTS AND IS NOT MISLEADING, THAT THE OPINIONS AND INTENTIONS EXPRESSED HEREIN ARE HONESTLY HELD AND THAT THERE ARE NO OTHER FACTS, THE OMISSION OF WHICH MAKE THIS DOCUMENT AS A WHOLE OR ANY OF SUCH INFORMATION OR THE EXPRESSION OF ANY SUCH OPINIONS OR INTENTIONS MISLEADING IN ANY RESPECT.

NO PERSON INCLUDING ANY EMPLOYEE OF THE COMPANY HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS INFORMATION MEMORANDUM AND OFFER LETTER. ANY INFORMATION OR REPRESENTATION NOT CONTAINED HEREIN MUST NOT BE RELIED UPON AS HAVING BEING AUTHORIZED BY OR ON BEHALF OF THE COMPANY. NEITHER THE DELIVERY OF THIS INFORMATION MEMORANDUM AND OFFER LETTER AT ANY TIME NOR ANY STATEMENT MADE IN CONNECTION WITH THE ISSUE SHALL UNDER THE CIRCUMSTANCES IMPLY THAT ANY INFORMATION/REPRESENTATION CONTAINED HEREIN IS CORRECT AT ANY TIME SUBSEQUENT TO THE DATE OF THIS INFORMATION MEMORANDUM AND OFFER LETTER. THE DISTRIBUTION OF THIS INFORMATION MEMORANDUM AND OFFER LETTER OR THE APPLICATION FORMS AND THE OFFER, SALE, PLEDGE OR DISPOSAL OF THE DEBENTURES MAY BE RESTRICTED BY LAW.

7:. I

-·

/

8


Certain statements contained in this Information Memorandum and Offer Letter that are not statements of historical fact constitute "forward-looking statements." Investors can generally identify forward-looking statements by terminology such as "aim'', "anticipate", "believe", "continue", "could", "estimate", "expect", "intend", "may", "objective•, "plan•, "potential", "project", "pursue'', "shall", "should", "will", "would", or other words or phrases of similar import. All statements regarding the Company's expected financial condition and results of operations and business plans and prospects are forward looking statements. These forward-looking statements include statements as to the Company's business strategy, revenue and profitability, planned projects and other matters discussed in this Information Memorandum and Offer Letter that are not historical facts.

These forward-looking statements and any other projections contained in this Information Memorandum and Offer Letter (whether made by the Company or any third party) are predictions and involve known and unknown risks, uncertainties, assumptions and other factors that may cause the Company's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or other projections. All forward-looking statements are subject to risks, uncertainties and assumptions about the Company that could cause actual results to differ materially from those contemplated by the relevant forward looking statement.

7~ d '

/. '

l, ' I

. , ,. ,! I \

I ~~1

' · . . -

9


1. General Information viz; CIN and Registered Office and Corporate Office Details

2.

3.

4.

5.

6.

7.

CIN

Registered Office

Corporate Office

Board of Directors

Compliance Officer/ Company Secretary

Auditors

Details regarding change in Auditors in the past 3 (three) Years

Debenture Trustee

Registrar and Transfer Agent, (if any)

U45201MH2006PTC166575

Deserve, CST Road Junction, Opp. University of Mumbai Premises, Kalina, Santacruz (East), Mumbai - 400098, Maharashtra, India

Deserve, CST Road Junction, Opp. University of Mumbai Premises, Kalina, Santacruz (East), Mumbai - 400098, Maharashtra, India

Mr. Sanjay Chabbria and Mr. Santosh Sarda. The profile of the Directors is provided in Annexure I hereto.

Mr. Uijval Desai

Shyam Malpani & Associates and Rohira Mehta & Associates

Shyam Malpani & Associates are the auditors of the Company since 2014. ST MODI & CO. were the auditors of the Company from 2011-2013.

Rohira Mehta & Associates were appointed as Joint Statutory Auditor w.e.f 30/09/2015

IDBI Trusteeship Services Limited

Link lntime Registry Limited

8. Details about the Company and Project

History and business operations : The Company was incorporated on 28111 December 2006 and is engaged in the business of, inter alia, construction and development of real estate.

Ownership and Management:

Promoters: (a) Mr. Santosh Sarda;

(b) Radius Developers LLP;

(c)

10


Shareholding : (a) Mr. Santosh Sarda- 50%;

(b) Radius Developers LLP- 49%;

(c) Mr. Sanjay Chabbria- 1%

Details regarding the Directors (a) Mr. Santosh Sarda;

(b) Mr. Sanjay Chabbria

Business objective and philosophy: The Company is engaged in the business of owning and developing real estate

Details about the Project: Constructing and developing a residential and mixed use project on land being Survey No. 48, Hissa No. 3 and Survey No. 50, Hissa No. 3, corresponding to CTS Nos. 262, 264, 264/ 1 to 7, 266, 268, 268/1 , 269, 269/1 of village Magathane, Taluka Borivafi, Balwadi, Teen Murti, Devipada Mitra Mandal, Borivali (E), Mumbai - 400 066 within the Registration Sub District and Registration District of Mumbai and Mumbai Suburban and within the limits of the Municipal Corporation of Greater Mumbai, totally admeasuring about 22084 sq. mtrs. along with non slum plot bearing CTS Nos. 263, 263/1 and 263/2 of village Magathane, Taluka Borivali, Balwadi, Teen Murti, Devipada Mitra Mandal, Borivali (E), Mumbai - 400 066 within the Registration Sub District and Registration District of Mumbai and Mumbai Suburban and within the limits of the Municipal Corporation of Greater Mumbai totaffy admeasuring about 726 sq. mtrs. ("Project").

Outstanding Litigations and Material Developments

Against the Company Nil

Against or Relating to the Directors of the Company Nil

Procedure For Transfer The Company confirms that the transfer of Debentures shaff be in accordance with the process prescribed in the section 'Mode of Transfer' in this Information Memorandum and Offer Letter. The Company shaff have a common form of transfer for recording and registering the names of any person who may purchase~ De?.entures/ become a holde~~~~ures subsequently, in accordance with the terms ef·this Information Memorandum~(t'.!~Qffer Lett~·r1 •

/1° 11

f 7· \, l ) \ 11 \ '

/ I

' ..._ ;:.....-


Confinnation Of Prior Creditors' Consent For Creation Of Pari Passu Charge In Favor Of The Debenture Trustee To The Proposed Issue. Not Applicable

Records Of Debenture Holders Register of Debenture Holder(s) in respect of Debentures in physical form

The Company shall as required by the Companies Act, 2013 keep at its registered office, a register of the Debenture Holder(s) holding Debentures in physical form showing (a) the name and address and the occupation, if any, of each Debenture Holder, (b) the Debentures held by each Debenture Holder distinguishing each Debenture by its number and the amount paid or agreed to be considered as paid on those Debentures, (c) the date on which each person was entered in the register as a Debenture Holder(s), (d) the date on which any person ceased to be a Debenture Holder(s) and (e) the subsequent transfers and changes of ownership thereof. The Debenture Trustee and/or the Beneficial Owner(s)/ Debenture holder(s) or any of them or any other person shall, as provided in Section 94 of the Companies Act, 2013 be entitled to inspect the said register and to take copies of or extracts from the same or any part thereof during usual business hours. The register may be closed by the Company at such time and for such periods as it may think fit in accordance with the provisions of the Companies Act, 2013 after giving not less than 7 (seven) days' previous notice by advertisement in a vernacular newspaper and in an English newspaper circulating in the district in which the Company's registered office is situate. No transfer will be registered during such period when the register of Debenture Holder(s) remains closed.

List of Beneficial Owners in respect of Debentures in Electronic (Dematerialised) Form The Company shall request the depository to provide a llst of Beneficial Owner(s)/Debenture Holder(s) on each record date. This shall be the list which shall be considered for payment of interest, repayment of prihcipal and amortisation.

( ? pl: ; ' J

12


Audited Financial Statements of the Company/ the Group

As per Annexure IV.

13


Indicative Terms of the Issue The Company proposes to mobilise through private placement of non-convertible debentures aggregating upto INR 315,00,00,000 (Rupees Three Hundred Fifteen Crores Only} each an independent issuance : 1) Series A Secured, Fully Paid Up, Redeemable, Non-Convertible Debentures of face

value of INR 10,00,000 (Rupees Ten lakhs Only) each at par aggregating up to INR 1,00,00,00,000/- (Rupees One Hundred Crores Only);

2) Series B Secured, Fully Paid Up, Redeemable, Non-Convertible Debentures of face value of INR 10,00,000 (Rupees Ten Lakhs Only) each at par aggregating up to INR 1,05,00,00,000/- (Rupees One Hundred and Five Crores Only);

3) Series C Secured, Fully Paid Up, Redeemable, Non-Convertible Debentures of face value of INR 10,00,000 (Rupees Ten Lakhs Only) each at par aggregating up to INR 40,00,00,000/- (Rupees Forty Crores Only);

4) Series D Secured, Fully Paid Up, Redeemable, Non-Convertible Debentures of face value of INR 10,00,000 (Rupees Ten Lakhs Only) each at par aggregating up to INR 35,00,00,000 (Rupees Thirty Five Crores Only ); and

5) Series E Secured, Fully Paid Up, Redeemable, Non-Convertible Debentures of face value of INR 10,00,000 (Rupees Ten Lakhs Only) each at par aggregating up to JNR 35,00,00,000 (Rupees Thirty Five Crores Only).

1.

2.

3.

4.

5.

6.

7.

Issuer

Facility Agent

Subscribers

Debenture Trustee

Nature of Instrument

Facility Type

Issue Size, Amount

Radius & Deserve Land Developers Private Ltd

llFL Realty Limited

Various Investors

IDBI Trusteeship Limited

Secured Debenture

Non-Convertible Debentures (Series A-E)

Up to INR 315,00,00,000/- (Rupees Three Hundred and Fifteen Crores Only) substantially in the following manner (subject to amongst other conditions as may be stipulated availability of 2 times security cover): (a) Series A Debentures: upto INR 100,00,00,000/

(Rupees One Hundred Crores Only};

(b) Series B Debentures: upto INR 105,00,00,000/(Rupees One Hundred and Five Crores Only);

~ ~) Series C Debentures: upto INR 40,00,00,000/~· . i._;; . • : "'· (Rupees Forty Crores 9Jl~.


14. Project

relation to the Project.

Borivali Project - Survey No. 48, Hissa No. 3 and Survey No. 50, Hissa No. 3. corresponding to CTS Nos. 262, 264, 264/1 to 7, 266, 268, 268/1, 269, 269/1 of village Magathane, Taluka Borivali, Balwadi, Teen Murti, Devipada Mitra Manda!, Borivali (E), Mumbai - 400 066 within the Registration Sub District and Registration District of Mumbai and Mumbai Suburban and within the limits of the Municipal Corporation of Greater Mumbai, totally admeasuring about 22084 sq. mtrs. along with non slum plot bearing CTS Nos. 263, 263/1 and 263/2 of village Magathane, Taluka Borivali, Balwadi, Teen Murti, Devipada Mitra Manda!, Borivali (E}, Mumbai - 400 066 within the Registration Sub District and Registration District of Mumbai and Mumbai Suburban and within the limits of the Municipal Corporation of Greater Mumbai totally admeasuring about 726 sq. mtrs.

15. Rating Unrated at the time of issuance. !----+-- - - - - -----· 16. Listing Unlisted at the time of issuance. To be rated and listed

within 3 months from the date of allotment of each series.

17. Tenure & Moratorium door - to - door tenor of 36 months from the Series A Allotment Date (for all Debentures).

- -+--- --- - - - -------- - - --- - --- --- - ----! 18. Redemption Premium

19. Interest on Subscription Amounts/Interest on Application Money.

Each series of Debentures shall be redeemed at minimum IRR (internal rate of return) of 19.26%p.a. (nineteen point two six per oent), per annum.

The Redemption Premium shall be calculated daily on the Day Count Basis and shall be payable on the Redemption Date.

The interest on application money would be payable by the Issuer at the rate being 18% p.a. (eighteen per cent per annum) from the Pay-In Date up to and including one day prior to each allotment date calculated on actual/actual day count basis, in case the Allotment date is after the Pay-in Date.

Interest on Application Money shall be paid within 7 (seven) days of each allotment.

1~---+-----------1-'----

I

20. Principal Repayment B u II et redemption of all Debentures at the end of 36 months from the Series A Allotment Date.

21 . Security The Debentures, all interest thereon (including Default Interest, if any, costs, fee, charges, expenses and all other monies in respect thereof shall be secured by:

~~) First Exclusive c~I' ., ., · ~';_~. a~y of registered mortgage /' "~ r • . ·· ~ on all the p~e '.and~·i~~I of land admeasuring I


22084 sq. mtrs. bearing CTS Nos. 262, 264, 264/1 to 7, 266, 268, 268/1 , 269, 269/1 of village Magathane, Taluka Borivali (hereinafter referred to as "Slum Property") alongwith all the piece and parcel of land admeasuring 726 sq. mtrs.(bearing CTS Nos. 263, 263/1 and 263/2 of village Mogothane, Taluka Borivali (hereinafter referred to as "Non-slum Property") (the Slum Property and Non-Slum Property shall collectively be referred to as the "Project Property"), including but not limited to all development rights and all other rights, benefits, allowances, issuances appurtenant or ancillary thereto;

(b) Exclusive charge inter alia on the receivables from the sale component of the Project, all insurance proceeds, all other payments and/or benefits made to I available for the Project /from the Project both in present and future;

(c) Exclusive charge on Escrow Account where receivables from sales component of the project will be deposited;

(d) Pledge of 100% equity shares of Radius Deserve Land Developers Private Ltd. (POA to share-pledge);

(e) Personal Guarantee of Mr. Sanjay Chhabria and Mr. Santosh Sarda;

(f) LLP Guarantee of Radius Developers LLP; and

(g) Any other document as may be mutually agreed.

The Security to be created prior to the subscription of the Series A Debentures in favour of Debenture Trustee in a form and manner satisfactory to the Debenture Trustee. All Security (other than Project Property) to be perfected prior to the subscription of the Series A Debentures in a form and manner satisfactory to the Debenture Trustee.

The security over the Project Property to be perfected with the Registrar of Companies within 7 (seven) days from the Series A Debenture Allotment Date in favour of Debenture Trustee, in a form and manner satisfactory to the Debenture Trustee.

The Issuer shall maintain a minimum security cover of 2.0 times of the outstanding amount during the entire tenure of the Debentures.


23. Debenture Documents

24. Additional Undertaking Documents

outstanding Debentures (margin call), then Issuer shall have 7 (seven) business days to replenish the deficit or create security on additional assets in order to maintain the security cover specified above.

In case the Issuer fails to replenish the deficit or create security on additional assets beyond the stipulated period of 7 (seven) working days mentioned above in order to maintain the stipulated security cover of 2 times mentioned above, it will be considered as an Event of Default and the Subscriber will be free to sell Security/Project Property without any prior notice to the Issuer.

The Debenture Documents shall mean inter alia the: (a) Term Sheet;

(b) Debenture Trust Deed;

(c) Debenture Trustee Agreement;

(d) Information Memorandum and Offer Letter;

(e) Share Pledge Agreement;

(f) Personal Guarantee;

(g) LLP Guarantee;

(h) Facility Agent Appointment Letter;

(i) Additional Undertaking Documents;

G) Disbursement request letter for each series Debentures;

(k) End Use Certificate for each series of Debentures.

of

Company certificate for compliance with Conditions Precedent for each series of Debentures; and

(I) Any other document designated as a debenture document by the Debenture Trustee/Facility Agent.

Additional Undertaking documents shall include but not be limited to the fol lowing: (a) Undertaking by the Issuer that there are no pending

litigations against it or any of its directors;

(b) Undertaking by the LLP Guarantor that there are no pending litigations against it or its partners;

(c) Undertaking cum indemnity by the Issuer in relation to no encumbrance for the Mortgaged Property;

(d) Declaration cum indemnity by the Issuer;

(e) Declaration cum indemnity by the LLP Guarantor;

:-::c:: {f)-_,, Affidavit from. the ~ss . ~s~~g tha~ neither the l~suer /ff · .nor any of its ~y'.§;t_~p)~r 111 the RBI hst of


25. Escrow Account Mechanism

defaults or ECGC or CIBIL; and

(g) Affidavit from the LLP Guarantor stating that neither the LLP Guarantor nor any of its partners appear in the RBI list of defaults or ECGC or CIBIL.

(a) The Issuer shall open, establish and maintain an escrow account. The Issuer shall ensure that amongst other all the scheduled receivables, additional receivables, all insurance proceeds, all other payments made to or for the Project both in present and future, from the above Project are deposited only in the aforesaid escrow account; and

(b) The escrow account shall be maintained and operated by the Escrow Bank, acting upon the instructions of the Debenture Trustee/Facility Agent until the Debentures are fully redeemed to the satisfaction of the Debenture Trustee/Facility Agent and shall not be closed without the prior written approval of the Debenture Trustee/Facility Agent. All costs, charges and expenses in connection with the aforesaid accounts shall be borne by the Issuer.

26. Prepayment Charges (a) Notice of at least 30 days to be given prior to making any prepayment in relation to outstanding amounts under the Debentures. In the event the Company fails to give 30 days notice then the Company shall pay prepayment penalty of 3% of the outstanding amounts.

(b) No prepayment penalty will be applicable in the event the principal amount prepaid is out of the verifiable sales receivables of the Project routed through the Escrow Account at any time during the tenure of the Debentures.

(c) However, in the event the Issuer prepays the Debentures by availing finance from other banks/financial institutions or out of funds received from any source other than in case of point (b) mentioned above, then prepayment penalty will be levied in the following manner: (i) 2% of the prepayment amount within 0- 24

months of Serles A Allotment Date; and

(ii) No prepayment penalty shall be charged in case of prepayment after 24 months until 36 months .

. ~ ~<t(, All calculations in relati~utstanding amounts k · -' ' , to be made on the qsf.t~~~:q~he prepayment is


27. Additional Interest in case of Default

28. Pre-disbursement conditions

actually made.

(a) If Interest and I or Principal installments due are defaulted I delayed additional interest @ 18% p.a. over and above Redemption Premium, payable monthly, compounded quarterly, for defaulted I delayed period on the Installments due (calculated from due date till date of payment) will become payable;

(b) Additional interest @ 18% p.a. payable monthly, compounded quarterly will also become payable in case of breach of any terms and condition of the issuance; and

(c) The Subscriber amongst other rights also reserves the right to call back the entire amount in case of Event of Default.

Amongst others: (a) All corporate authorizations to be in place (including

Section 42, 71 , 179 resolution,, Section 180(1)(a) and Section 180(1)(c) resolutions, etc.);

(b) NOC to be obtained from other Financial Institutions and I or Banks from where I whom the Issuer might have taken loans for any other projects of the Issuer company, if such an approval is stipulated in the agreement I arrangement with them;

(c) Certificate from the Statutory Auditor of the Issuer confirming the following;

(d) There is no existing default with any of the lenders of the Issuer;

(e) The Issuer has not defaulted with any of the lenders in the past;

(f) Issue of the Debentures will not result in breach of any borrowing limit of the Issuer;

(g) Clear, Marketable, Unencumbered title of all the properties given as security for the Debentures;

(h) Evidence of due authorizations and execution of the necessary documents;

(i) End Use Certi ficate for each Series of Debentures within 30 days from the respective allotment dates;

G) The Issuer shall provide the Additional Undertaking Documents;


29. Conditions Subsequent to Allotment and other Covenants

with the Conditions Precedent to Debentures;

(I) The Facility Agent shall have received the bank verification letter by the Issuer;

(m) The Facility Agent shall have received the bank verification letter by the LLP Guarantor;

(n) Payment of all fees and expenses;

(o) All representations and warranties are true and accurate;

(p) 2 Valuation Reports by empanelled valuers of the Subscriber;

(q) Title Search report by an empanelled lawyer of the Subscriber;

(r) Satisfactory GISI L report In respect of directors of the Issuer and guarantors;

(s) Signing of all the Debentures Documents as suggested by empaneled lawyers, to the satisfaction of the Subscriber/ Debenture Trustee;

(t) Opening of the Escrow Account and (if any) by the Issuer for the deposit of all sale receivables from the Project. in favour of the Subscriber/Debenture Trustee; and

(u) Compliance of any other pre-disbursement conditions as may be incorporated in the Debenture Documents.

Conditions Subsequent to allotment (as contextually applicable) (a) The funds to be used only for the purpose it is being

disbursed and not to be used for any other purpose;

(b) With 30 days from the Allotment Date of each Series of Debentures, a certificate from an Independent Chartered Account of end-use;

(c) The Issuer shall maintain security cover of at least 2 times of outstanding amount during the entire tenure of the Debentures;

(d) In case the value of the Properties secured falls below the security cover specified above, the Issuer shall create security on additional assets in order to maintain the security cover specified above;

(e)

. .....

' '


(f) A copy of provisional financials of Issuer and Personal Guarantors will be submitted within 3 months from the end of each financial year & audited financials within 6 months from the end of each financial year;

(g) CA certified Net-Worth certificate of the personal guarantors to be submitted every 6 months and on request being made until the all outstanding amounts have been repaid in full to the satisfaction of the Debenture Trustee;

(h) The Project sale agreements with the prospective customers would incorporate a condition that the booking money/ payments need to be made in favour of the Escrow Account to be opened by the Issuer;

(i) The Issuer to obtain NOC from Debenture Trustee/Facility Agent before entering into any sale agreement for sale of units mortgaged to Debenture Trustee;

U) If the Property is sold (fully I partially) either with I without being developed, Debenture Trustee/Facility Agent shall have the right to adjust the proceeds from sale of property against the Debentures then outstanding;

(k) Change in capital structure of Issuer will not be allowed without informing and written approval of Debenture Trustee;

(I) The /Debenture Trustee/Facility Agent shall have the option to call back the Debentures or take suitable action in case the Issuer defaults in repayment of any other dues outstanding with Facility Agent/ Debenture Trustee or its group companies;

(m) The Issuer to disclose in the pamphlets I brochures I advertisements etc., the name(s) of the Subscriber to which the property is mortgaged and should indicate that No Objection Certificate (NOC) I permission of the mortgagee entity for sale of flats I property will be provided; and

(n) Prior to listing of each series of the Debentures the Issuer shall have the Debentures rated by a credit rating agency acceptable to the Facility Agent/ Debenture Trustee and comply with the rules and regulations under the SEBI (Issue and Listing of Debt Securities) Reg "~~,! .. :(;!. 8 as amended from time

I . to time. ,..{?;.:--~ \ ' '


30. Events of Default As customary for a debenture issuance of this nature and to include, without limitation, the following: (a) Payment Default: The Issuer does not make

payments on the due date for any amount payable by it under any Debenture Documents at the place and in the currency In which it is expressed to be payable;

(b) Non-compliance of the financial covenants;

(c) Representation or warranty found to be untrue or misleading when made or deemed to be repeated;

(d) Non-Payment of undisputed taxes in a timely manner as allowed under the law;

(e) The Issuer fails to deposit its revenues and all other proceeds from the Project into the Escrow Account;

(f) The Issuer doesn't comply with any provision of the Project agreements, or any provision of Debenture Documents, including but not limited to adherence to the financial covenants;

(g) Cross default with respect to other indebtedness of the Issuer and its subsidiaries I group companies;

{h) Utilization of the proceeds of the Debentures for purposes other than for which they have been granted;

(i) If found that the Issuer (other security providers) have given any material false or misleading information to Subscribers or have concealed any material information from Subscribers which may lead to an event of default;

(j) Happening of such material events, which may jeopardize the recovery of its financial assistance;

(k) Security Documents not legally valid and binding;

(I) Default with respect to any project documents which may have a material adverse effect;

(m) Revocation, termination or suspension of a material license;

(n) Compulsory acquisition, nationalization or expropriation of assets of the Issuer;

(o) Material adverse change;

(p) Winding-up or dissolution of Issuer; ~~

,_ _ _._ _____ --,'-_, _ _ .. _._1 ~(q) Insolvency and related

( f)? 23

,......._

lnfonnation Memorandum and Offer Letter

31. Representation & Warranties

(r) Cessation of business;

(s) Unlawfulness;

(t) Repudiation;

(u) Failure to dematerialize the 100% equity shares of Radius & Deserve Land Developers Private Ltd. and re-pledge and perfect the pledge upon dematerialization of the said shares within 60(sixty) days of the date of execution of the debenture trust deed;

(v) Failure to list the Debentures within 3 months from the date of allotment of each series with a recognized stock exchange in the form and manner acceptable to the Facility Agent/ Debenture Trustee and

(w) Other events of default customary to a transaction of such nature.

The above shall be defined in detail in the Debenture Trust Deed including consequence of event of default.

The Issuer shall make representations and warranties customary for a transaction of this nature. The obligations of the Subscriber/Facility Agent in relation to the drawing will be subject to those representations and warranties remaining true and accurate as at the date of the utilization request. Such representations and warranties will include, without limitation, the following: (a) Status and due authorization;

(b) Binding obligations;

(c) Non-conflict with other obligations;

(d) Power and authority to enter into such financing arrangement;

(e)

(f)

(g)

(h)

(i)

(j)

(k)

(I)

No default;

No breach of any material license;

Ownership and right to use intellectual property;

Payment of taxes:

No material proceedings pending;

No immunity from suit or other legal proceedings;

No winding up action against the Issuer;

All government or regulatory authority or other third party consents as required have been obtained;

Private and comrwfCJ-aira~~no sovereign or other I

24


32. Governing Law and Jurisdiction

33. Cost and Expenses

34. Taxes

immunity;

(n) Representation and warranties in relations to Securities and the Project; and

(o) Other representations and warranties customary to a transaction of such nature

The Debenture Documents shall be governed under the laws of India. All claims or disputes arising out of or in relation to the Debenture Documents shall be settled by arbitration. The arbitration tribunal shall consist of a sole arbitrator to be appointed by the Debenture Trustee.

All Parties expressly consent to the Debenture Trustee being the sole appointing authority. Any vacancy created in the arbitration tribunal, for any reason whatsoever, shall also be filled only by the Debenture Trustee acting as the sole appointing authority. Only a former judge of any High Court or the Supreme Court will be eligible to act as an arbitrator. The place of arbitration shall be Mumbai. Parties agree that the Courts in Mumbai shall have the exclusive jurisdiction to exercise all powers under the Arbitration & Conciliation Act, 1996.

The Debenture Trustee shall have the right to initiate proceedings in any competent court or tribunal in India.

Notwithstanding anything contained herein if by operation of law the benefit of Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 ("SARFEASI") is made available to Debenture holders, then the Debenture holders shall have the right but not the obligation to elect their choice of dispute resolution i.e. by way of arbitration proceedings or under the provisions of SARFEASI and Recovery of Debts Due to Banks and Financial Institutions Act, 1993.

All expenses, both one time and ongoing, related to the issue of Debentures including but not limited to costs relating to stamp duty, legal fee, credit rating charges, documentation charges, legal charges, valuation charges and other expenses will be to the account of the Issuer

All payments to be made by the Issuer to any Debenture Holder shall be made free and clear of and without any tax deduction other than tax deduction under the applicable provisions of the Income Tax Act, 1961 and if there is any interest tax levied by the Government of India or any other Authority under the Interest Tax Act 1974 or under any

/~~ .... :., other Law, the Issuer sha~~b1:1rse to the Subscriber(s) // ~-:..-. 'a ny such Tax imposed/fi.f>'!evJ~gI)~ the Government of


India or any other Authority on Principal Amounts and

Redemption Premium and I or other payments required to be paid by the Issuer to the Subscriber(s).

Creation of Charge and Description of Property Please refer to paragraph 21 of Section 5 of this Information Memorandum and Offer Letter.

Failure of Issue In the event the Company does not receive valid application forms for subscription amount aggregating to Rs 90,00,000 (Rupees Ninety Lakhs Only) on or prior to the Series A Allotment Date, the Issue shall fail and the Company shall within a period of 10 (Ten) days from the Series A Allotment Date refund the subscription amount received from the Investors, if any, by way of refund warrants.

Use of Proceeds from this Issue Please refer to paragraph 13 of Section 5 of this Information Memorandum and Offer Letter.

Redemption Premium Please refer to paragraph 18 of Section 5 of this Information Memorandum and Offer Letter.

Computation of Redemption Premium Each series of Debentures shall be redeemed at minimum IRR (internal rate of return) of 19.26%p.a. (nineteen point two six per cent), per annum.

The Redemption Premium shall be calculated daily on the Day Count Basis and shall be payable on the Redemption Date.

Early Subscriptionflnterest on Application Money Please refer to paragraph 19 of Section 5 of this Information Memorandum and Offer Letter.

Effect of Holidays Should any of dates defined above or elsewhere in the Issue, excepting the date of allotment, fall on a Sunday or a public holiday in India, the interest for the period would be paid on the immediate previous working day in India with interest up to the day preceding the actual date of payment. The interest for the next succeeding interest period will correspondingly be adjusted.

Tax Deduction at Source Please refer to paragraph 34 of Section 5 of this Information Memorandum and Offer Letter.

Redemption of Debentures The payment on redemption will be made in the name of the sole holder or first holder (in case of joint holders) whose name appears in the register of Debenture holders. The Company's liability to Debenture Holders towards all their rights, including for payment or otherwise shall cease and stand extinguished from the due date of redemption in all events. Further, the Company will not be liable to pay any interest, income or compensation of any kind from the date of such redemption of th~D'ebentures. On dispatching the a -~.ef~s specified above in respect of the Debentures,

1(ef liability of the Company shall sta , ~,'.'e~i8gu'ishe~.

'

26


Book Closure Date The Company's Register of Debenture Holders will be closed for the purposes of payment of Redemption Premium or Redemption Amounts of Debentures, as the case may be, 7 (seven) days prior to the Redemption Date.

Who can Apply Only those investors, who have been addressed through a communication directly as they are recorded as such in the records of the Company, are eligible to apply. No other investor can apply. The categories of the investors, to whom the communication has been directed, are: • Companies, Institutions and bodies corporate

• High net worth Individuals

The categories of the investors, to whom the communication has not been directed, are: • Foreign Portfolio Investors

Debenture Trustee The Company has appointed IDBI Trusteeship Services Limited to act as Debenture Trustee for the Debenture Holders. A copy of letter from IDBI Trusteeship Services Limited conveying their consent to act as Debenture Trustee for the Debenture Holders is set out in Annexure II in this Information Memorandum and Offer Letter.

The Company and the Debenture Trustee will enter into a Debenture Trustee Agreement, inter alia, specifying the powers, authorities and obligations of the Company and the Debenture Trustee in respect of the Debentures.

The Debenture Holder(s) shall, by signing the Application Form and without any further act or deed, be deemed to have irrevocably given their consent to the Debenture Trustee or any of its agents or authorized officials to do inter-alia all acts, deeds and things necessary in respect of or relating to the security to be created for securing the Debentures being offered in terms of this Information Memorandum and Offer Letter.

Any payment made by the Company to the Debenture Trustee on behalf of the Debenture Holders shall discharge the Company pro tanto to the Debenture Holder(s).

The Debenture Trustee will protect the interest of the Debenture Holder(s) in the event of default by the Company in regard to timely payment of the Redemption Premium and repayment of principal and it will take necessary action at the cost of the Company.

Right to Accept or Reject Applications The board of directors/ committee of directors reserve its full, unqualified and absolute right to accept or reject any application, in part or in full, without assigning any reason thereof. The rejected applicants will be intimated along with the refund warrant, if applicable, to be sent.

lnfonnation Memorandum and Offer Letter

within 7 (seven) days. The Application Forms that are not complete in all respects are liable to be rejected and would not be paid any interest on the application money.

Application would be Jlable to be rejected on one or more technical grounds, including but not restricted to: 1. Number of Debentures applied for is less than the minimum application size;

2. Applications exceeding the issue size;

3. Bank account details not given;

4. Details for issue of Debentures in electronic/dematerialised form not given;

5. PAN/GIR not given;

6. In case of applications under Power of Attorney by limited companies, corporate bodies, trusts, etc. relevant documents not submitted; and

7. In the event, if any Debenture(s) applied for is/ are not allotted in full , the excess application monies of such Debentures will be refunded, as may be permitted.

Event(s) of Default Please refer to paragraph 30 of Section 5 of this Information Memorandum and Offer Letter.

Nomination Pursuant to Section 72 of ·the Companies Act, 2013, Debenture Holders can avail the nomination facility. Only individual Debenture Holder, singly or jointly, can nominate a single person under this facility. In case of joint holding of Debentures by individuals, nomination will be effective only in the event of death of all the joint holders. However, if the Debentures are held in dematerialised form, nomination has to be registered with the concerned Depository Participants ("DP") directly, as per the format prescribed by the DP.

Succession In the event of demise of the first named Debenture Holder in the register of Debenture Holders, the Company will recognise the executor or administrator of the deceased Debenture Holder, or the holder of the succession certificate or other legal representative as having title to the Debentures. The Company shall not be bound to recognise such executor, administrator or holder of the succession certificate, unless such executor or administrator obtains probate or letter or administration or such ~older is the holder of succession certificate or other legal representation, as the case may be, from a court in India having jurisdiction over the matter. The directors of the Company may, in their absolute discretion, where they think fit, dispense with production of probate or letter of administration or succession certificate or other legal representation, in order to recognise such holder as being entitled to the Debentures standing in the name of the deceased Debenture holder on production of sufficient documentary proof or indemnity.


should be submitted to the Company at its registered address or to such other persons at such addresses as may be notified by the Company from t ime to time prior to the record date, as declared by the Company, for payment of Redemption Premium and/or principal amounts. The transferee shall also furnish its name, address and specimen signature(s). The Company after examining and being satisfied regarding the adequacy and correctness of the documentation shall register the transfer of the Debentures. Transfer of Debentures

Issue of Duplicate Debenture Certificates If any Debenture Certificate(s) is/are mutilated or defaced, then, upon production of such Debenture Certificates, the Company shall cancel the same and issue a new Debenture Certificate in lieu thereof. If any Debenture Certificate is lost, stolen or destroyed then, upon production of proof thereof to the satisfaction of the Company and upon furnishing such indemnity, as the Company may deem adequate and upon payment of any expenses incurred by the Company in connection thereof, a new Debenture Certificate(s) shall be issued.

Status of the Debentures The Debentures constitute direct, unsubordinated, unconditional and secured obligations of the Company ranking pari passu among themselves.

Debenture Redemption Reserve The Company shall make necessary prov1s1on for Debenture Redemption Reserve in accordance with the provisions of the Companies Act, 2013 and rules made thereunder.

Rights of the Debenture Holders The Debenture Holders will not be entitled to any rights and privileges available to the shareholders of the Company and shall not be entitled to any rights and privileges other than those available to them under statutory provisions of the Companies Act, 2013 and the terms of the Issue as specified in this Information Memorandum and Offer Letter and the Debenture Trust Deed. The Debentures shall not confer upon the Debenture Holders the right to receive notice or to attend and vote at the general meetings of shareholders of the Company. The principal amount and interest, if any, on the Debentures will be paid to the Debenture Holder whose name appears in the register of Debenture Holders/list of Beneficial Owners only, or in the case of joint holders, to the one whose name stands first.

Modification of Rights The rights, privileges, terms and conditions attached to the Debentures may be varied, modified or abrogated with the consent, in writing, of those Debenture Holders who hold at least three fourth of the outstanding amount of the Debentures or with the sanction accorded pursuant to a special resolution passed at a meeting of the Debenture Holders, provided that nothing in such consent or resolution shall be operative against the Company where such consent or resolution modifies or varies the terms and conditions of the Debentures if the same are not acceptable to the Company.

Indemnity There are no criminal proceedings against the Company or any of its directors as on date and that the Company here~y ~deirta.kes to indemnify the Debenture ciders and to hold them harmless. against all a · fl§'r{s, ·proceedings, claims, deman ,, ~aE.iTatlilities whatsoever or

!. . $ ' .- -. \ ft- • . \'~~-. I j ~:. ~-~ '- . 29 ..;.. ~ .. : ~


howsoever arising which may be brought against them or incurred or suffered by them arising out of or in connection with any such legal/ criminal proceedings.

Notices The notices to the Debenture Holder(s) required to be given by the Company shall be deemed to have been given if sent by registered post to the sole/first allottee or sole/first registered holder of the Debentures, as the case may be. All notices to be given by the Debenture Holder(s) shall be sent by registered post or by hand delivery to the Company or to such persons at such address as may be notified by the Company from time to time. All transfer related documents, tax exemption certificates, intimation for loss of letter(s) of allotment I Debenture(s), etc., requests for issue of duplicate debentures .. etc. and/or any other notices I correspondence by the Debenture Holder(s) to the Company with regard to this Issue should be sent by registered post or by hand delivery to the Company or to such other person(s) at such address( es) as may be notified by the Company from time to time.

Governing Law Please refer to paragraph 32 of Section 5 of this Information Memorandum and Offer Letter.

Confidentiality The information and data contained herein is submitted to each recipient of this Information Memorandum and Offer Letter on a strictly private and confidential basis. By accepting a copy of this Information Memorandum and Offer Letter, each recipient agrees that neither it nor any of its employees or advisors will use the information contained herein for any purpose other than evaluating the specific transactions described herein or will divulge to any other party any such information. This Information Memorandum and Offer Letter must not be photocopied, reproduced, extracted or distributed in full or in part to any person other than the recipient without the prior written consent of the Company. If at any time any such reproduction or disclosure is made and the Company suffers any loss, damage or incurs liability of any kind whatsoever arising out of or in connection with any such reproduction or disclosure, the recipient of this Information Memorandum and Offer Letter breaching the restriction on reproduction or disclosure agrees to hold harmless and indemnify the Company from and against any such loss, damage or liability.

Debenture Documents A copy of the Debenture Trust Deed and other Debenture Documents will be provided on request. Costs for the same, including postal charges shall be borne by the Investor requesting.

'

\

30


The Company believes that the following risk factors may affect its ability to fulfil its obligations in respect of the Debentures. All of these factors are contingencies which may or may not occur and the Company is not in a position to express a view on the likelihood of any such contingency occurring.

The Company believes that the factors described below represent the principal risks inherent in investing in Debentures, but the inability of the Company, as the case may be, to pay Redemption Premium, principal or other amounts on or in connection with any Debentures may occur for other reasons and the Company does not represent that the statements below regarding the risks of holding any Debentures are exhaustive.

Prospective Debenture Holders should carefully consider the risks and uncertainties described below, in addition to the other information contained in this Information Memorandum and Offer Letter before making any investment decision relating to the Debentures. If any of the following risks or other risks that are not currently known or are now deemed immaterial, actually occur, the Company's business, financial condition and results of operation could suffer, the value of the Debentures could decline and investors may lose all or part of their Redemption Premium and I or Principal Amounts. Unless otherwise stated in the relevant risk factors set forth below, the Company is not in a position to specify or quantify the financial or other implications of any of the risks mentioned herein. The ordering of the risk factors is intended to facilitate ease of reading and reference and does not in any manner indicate the importance of one risk factor over another. Unless the context requires otherwise, the risk factors described below apply to the Company only. The risk factors listed in this section are in addition to the other disclaimers and risks highlighted in other parts of this Information Memorandum and Offer Letter.

The Subscribers should be aware that an investment in the Company involves a high degree of risk. There can be no assurance that the Company's objectives will be achieved, or that a Subscriber will receive Redemption Premium or the Principal Amount. In addition, there will be occasions when the management and its affiliates may encounter potential conflicts of interest in connection with carrying out of the operations and business of the Company. The following considerations, among others, should be carefully evaluated before making an investment in the Company. Additional risks and uncertainties not presently known, or that are deemed immaterial by the Company or the management may also have an adverse effect on the Company's performance. This Information Memorandum and Offer Letter does not take account of the personal circumstances, taxation status, financial position or investment requirements of any one Debenture Holder in particular. It is therefore imperative that before deciding whether to invest in the Company, prospective Subscriber give consideration to the suitability of the Company and should consider seeking independent investment, legal and tax advice.

Risks relating to the Company and its business: The Company may not hold, or may not be able to prove that the Company holds, good title to its real estate assets and the Company Is not and may not be able to obtain t itle insurance guaranteeing title or land development rights.

~-

31

~~-. '

.( . - ~ . :·' \\ ./. 'i

I .. -;-~ .... .r·

\


In India, property records do not provide a guarantee or title. Further, property records in India have not been fully computerised and are generally maintained and updated manually through physical records of all land-related documents. This process may take a significant amount of time and result in inaccuracies or errors. In addition, the Company may not have good and marketable development rights to the Project and I or title to some of its land as a result of nonexecution or non-registration or inadequate stamping of conveyance deeds and other acquisition documents, or may be subject to, or affected by, encumbrances of which the Company may not be aware. Legal disputes in respect of land title can take several years and considerable expense to resolve if they become the subject of court proceedings and their outcome can be uncertain. The Company may not therefore be able to assess or identify disputes, unregistered encumbrances or adverse possession rights over title to real property in which the Company have invested or may invest. Failure to obtain, or to prove that the Company holds, good title to the development rights on the Project land may materially prejudice the success of completion of Project and may adversely affect the Company's property valuations and prospects.

In addition, title insurance is not commercially available in India to guarantee title or land development rights in respect of land. The difficulty of obtaining title insurance in India means that title records provide only for presumptive rather than guaranteed title, and that the Company faces uninsured risk of loss of lands. The Company can provide no assurance that the Company has, or may not be able to prove that the Company holds, valid title or rights in respect of all of the land or the development rights thereto.

To successfully execute projects and operate business, the Company is required to obtain statutory and regulatory approvals, licenses, registration and permits and applications need to be made at appropriate stages of the projects. For example, the Company is required to obtain the approval of building plans, layout plans, environmental consents and fire safety clearances during various stages or the Project. The Company may encounter material difficulties in fulfilling any conditions precedent to the approvals described above or any approvals that may require in the future, some of which are onerous and may require us to incur substantial expenditure that may not have been anticipated. The Company may also not be able to adapt to new laws, regulations or policies that may come into effect from time to time with respect to the property industry in general or the particular processes with respect to the granting of the approvals. There may also be delays on the part of the administrative bodies in reviewing the applications and granting approvals or the approvals issued to the Company may be suspended or revoked in the event of non-compliance or alleged non-compliance with any terms or conditions thereof, or pursuant to any regulatory action or otherwise. If the Company fails to obtain or renew, or experience material delays in obtaining or renewing, the requisite governmental approvals, or if any approvals are suspended or revoked, the schedule of development and the sale of units in the Project could be substantially disrupted or impeded, which could have a material adverse effect on the Company's business, prospects, financial condition and results of operations and its ability to redeem the Debentures and I or pay Redemption Premium thereon.


of land. The Company's operations could be adversely affected by changes to the floor space index ("FSI") I transferable development rights ("TOR") regime in Mumbai. TDRs in the form of a Development Rights Certificate granted by the Municipal Corporation of Greater Mumbai ("MCGM") in Mumbai), provide a mechanism by which a person, who is unable to use the available FSI of his/her plot for various reasons, is permitted to use the unused FSI on other properties in accordance with applicable regulations or transfer the unused FSI to a third party.

Performance of the Company is linked to the Indian economy and its performance The Company, being in the business of real estate development, is impacted by the status of the Indian economy at the macro level, which itself depends upon the global economic scenario. The real-estate business is generally sentiment driven with strong demand being experienced in the periods of healthy economic growth. Any perceived poor performance of the economy could adversely affect the demand for the real estate projects, which may impact property prices and the business prospects of the Company. While the global credit and the India real estate markets are showing signs of recovery, economic uncertainties may impact the future conditions in the real estate industry.

Competition It is possible that some entities will compete with the Company to make the types of investments or developments that the Company intends to make. There can be no assurance that the Company will not, in the future. face competitive pressures that could have a material adverse effect on the Company's business, financial condition and results of operations. Also, as a result of this potential competition, the Company may not be able to take advantage of attractive investment opportunities from time to time.

The Company's projects require the services of third parties, which entails certain risks The execution of the projects by the Company entail the services of third parties including architects, interior designers, engineers, contractors and suppliers of labour and materials. The timing and quality of construction of the projects the Company develops depends on the availability and skill sets of such third parties, as well as contingencies affecting them, including labour and raw material shortages. If such contractors are unable to perform their contracts, including completing the developments within the specifications, quality standards, time frames specified by the Company, the Company's business and results of operations could be adversely impacted.

Tax Considerations and Legal Considerations Special tax, accounting and legal considerations may apply to certain types of Debenture Holders. Prospective Debenture Holders are urged to consult with their own tax and legal advisors to determine any tax and legal implications of this investment. As is the case with any investment, there can be no guarantee that the tC1x position or the proposed tax position prevailing at the time of an investment in the Debentures will endure indefinitely.

Material changes in laws and regulations to which the Company is subject could impair the Company's ability to meet payment or other obligations The Company is subject generally to changes in Indian law, as well as to changes in government regulations, cha'.);9.E?-S:made in the regulations by applicable regulators in India and policies and accounting pri ti)ciples. Any cbanges in the regula . ~k affecting the real

estate industry in general / could adve~el~~ affect the profit . ~{~~Ofltt~~J~ pany or its future

\~,.-J! :J \ :I))_>/ ' /' 33 '~ ', ,,! -~ • I

' «:~. ·--~..-.~:', - - .Yr; (;J ~~t~::1--- _.


financial performance, by requiring a restructuring of its activities, increasing costs or otherwise. The performance of the Company may be affected by changes in government policies, introduction of new land or real estate legislation. general levels of interest rates and the real estate economy.

Investing Risk The Debentures may not be appropriate for investors who believe that investments in real estate may be negative. The type of investments that the Company anticipates making involves a high degree of risk since the Company is in the real estate business and this sector is an unregulated and sensitive sector. While targeted returns should reflect the perceived level of risk in any investment situation, there can be no assurance that the Company will be adequately compensated for risks taken.

The valuation of the Project or any other real estate assets of the Company may be affected generally by exchange rates and controls, interest rates, changes in governmental policy, taxation, securities regulations, social and religious tensions and political, economic or other developments in or affecting India.

The Debentures may be very illiquid and no secondary market may develop in respect thereof. Even if there is a secondary market for the Debentures, it is not likely to provide significant liquidity. Any such Debenture so purchased may be required to be held or resold or surrendered for cancellation, to the extent that an issue of Debentures becomes illiquid. An investor may have to hold the Debentures until redemption to realize value.

In India the real estate sector is subject to local and municipal taxes and compliances in addition to the central and state level legal and tax compliances. Exposure to such laws and compliances could vary from project to project depending upon location and is subject to change from time to time.

Property ownership in India is subject to restrictions imposed by land acquisition law, environmental law, rent control law etc. The Right to Fair Compensation and Transparency in Land Acquisition, Rehabilitation and Resettlement Act, 2013 ("Land Acquisition Act") has replaced the Land Acquisition Act 1894. The proposed process in the bill for land acquisition involves a social impact assessment survey, preliminary notification stating the intent for acquisition, a declaration of acquisition, and compensation to be given by a certain time. All acquisitions require rehabilitation and resettlement to be provided to the people affected by the acquisition. Compensation for the owners of the acquired land shall be four times the market value in case of rural areas and twice in case of urban areas. In case of acquisition of land for use by private companies or public private partnerships, consent of 80% of the displaced people will be required. Purchase of large pieces of land by private companies will require provision of rehabilitation and resettlement. The real estate development related investments held by the Company may be subject to specific development approvals and other real estate related regulatory I development rules.

Credit risk or default risk Credit risk is the risk that the Company may default on the principal payment obligation}g.~ter~,assume the risk that~, rn~l!1). satisfy their obligations as ~ee under this Issue. In the e .{'::

~

34


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.

This Information Memorandum and Offer Letter has not been submitted to the Securities and Exchange Board of India. The issue of Debentures /this Information Memorandum and Offer Letter in certain jurisdictions may be restricted or totally prohibited and accordingly, persons who come into possession of this Information Memorandum and Offer Letter are required to inform themselves about, and to observe, any such restrictions. Prospective investors should review I study this Information Memorandum and Offer Letter in its entirety and shall not construe the contents hereof or regard the summaries contained herein as advice relating to legal, taxation, or financial I investment matters and are advised to consult their own professional advisor(s) as to the legal, tax, financial or any other requirements or restrictions relating to the subscription, gifting, acquisition, holding, disposal by way of sale, consolidation, split or redemption and to the treatment of income (if any), capitalisation, capital gains, any distribution, and other tax consequences relevant to their subscription, acquisition, holding, capitalisation, disposal (by way of sale, transfer, consolidation or split) of Debentures within their jurisdiction of nationality, residence, incorporation, domicile etc. or under the laws of any jurisdiction to which they or any managed funds to be used to purchase I gift Debentures are subject, and also to determine possible legal, tax, financial or other consequences of subscribing I gifting, purchasing or holding Debentures before making an application for Debentures.

The investors should understand that the Company is not regulated by Securities and Exchange Board of India or Reserve Bank of India and the Investors are not afforded the protection provided to regulated entities.

Lack of Management Rights Debenture Holders generally will have no voting rights at a shareholders meeting nor an opportunity to control the day-to-day operations of the Company. Subject to the implementation of the investment limitations described in this Information Memorandum and Offer Letter, the Company has complete discretion in managing its operations subject to the approval of the board of directors of the Company. The Debenture Holders will not make decisions with respect to the management, disposition or other reali.zation of any investment made by the Company, or other decisions regarding the Company's business and affairs.

General Economic Risks General macro-economic conditions, such as interest rates, the availability of alternate sources of financing and participation by other categories of real estate investors may impact the Company's level of success, including the value and the number of investments made by the Company. The real estate development made by the Company may be affected by uncertainties such as changes in governmental policies, taxation and other laws and regulations.

Inclement weather conditions could significantly impact levels of construction activity and hence demand for the Company's operations Extended periods of inc~ftftl~vy~ther or periods of heavy or sustained rainfall or any such extreme weather condition during.the · peak construction pr~r can result in delay or

.7 - 35 ( w~~ -.:...;;:;;;:..,;..-


disruption of the Company's operations during critical periods and consequently result in

reduced sales and profits.

Political, Economic and Regulatory Risk The Company will focus its investments in real estate assets located in India. Consequently, the Company's financial performance will be affected by political, social, and economic developments affecting India, including changes in exchange rates and controls, interest rates, government policies, and taxation policies. Since 1991, the Government of India has pursued an economic liberalization process. Nevertheless, the future course of the government of India's liberalization policies cannot be predicted, and changes in India's economic liberalization and deregulation policies could harm business and economic conditions in India generally and the real estate projects and developments made by the Company. In addition, the future of the Company is dependent upon possible changes effected by current or future governments, including specific laws and policies affecting real estate and land holdings and other relevant matters.

Marketability of Real Estate Projects The marketability and liquidity of the Company's real estate assets cannot be assured. Real estate projects are illiquid assets and the Company's ability to acquire and dispose of its real estate investments will be dependent upon factors outside the Company's control, including the health of the market for real estate, legal or other restrictions on transfer and the financial condition of the Company as well as general economic conditions. The markets for the Company's various real estate projects may frequently experience periods of substantial illiquidity severely impacting the ability of the Company to manage its financials and thus make payment of Redemption Premium on time and redemptions.

Developmental Risks The progress of development in the real estate assets would depend on among other factors, the Company's ability to procure resources and execute the project in a timely and cost efficient manner. As a consequence, Debenture Holders are subject to development execution risk.

Occupier Risks In case of commercial offices, retail and other non-residential properties of the real estate assets, the bankruptcy or insolvency of or vacation by a significant tenant or occupier or a number of smaller tenants would have an adverse impact on the cash f lows of the project.

Security may be insufficient to redeem the Debentures The Debentures are secured by way of mortgage in an English form on Project Property. In the event of enforcement of security by the Debenture Trustee due to event(s) of default, the security offered to secure the redemption of Debentures may be insufficient to redeem the Debentures.

Leverage Risk Borrowing capital to fund the purchase of the Debentures (leveraging) can significantly increase the risks of the investment such that if the value of the Debentures decreases on a mark to

lnfo1mation Memorandum and Offer Letter

funding and possibility of margin calls due to a decrease in the daily mark to market value of the Debentures prior to their maturity. Investors considering borrowing capital to leverage their investment in the Debentures should obtain further detailed information as to the applicable risks from their lender.

Compounding of Risks An investment in the Debentures involves multiple risks and such investment should only be made after assessing the direction, timing and magnitude of potential future changes in the interest rates, the risks associated with such investments and the terms and conditions of the Debentures. More than one risk factor may have simultaneous effects with regard to the Debentures such that the effect of a particular risk factor may not be predictable. In addition, more than one risk factor may have a compounding effect, which may not be predictable. No assurance can be given as to the effect that any combination of risk factors may have on the value of the Debentures.

37


PRIVATE PLACEMENT OFFER LETTER

Pursuant to section 42 and rule 14(1) of Companies (Prospectus and Allotment of Securities) Rules, 2014

1) General Information (a) Name, address, website and other contact details of the company

indicating both registered office and corporate office.

Name: Radius & Deserve Land Developers Private Limited

Address: Registered Office: Deserve, CST Road Junction, Opposite University of Mumbai Premises, Kalina, Santacruz(East), Mumbai, Maharashtra, India.

Corporate Office: Deserve, CST Road Junction, Opposite University of Mumbai Premises, Kalina, Santacruz(East), Mumbai, Maharashtra, India.

Contact Details: 022 26676800

Website: radiusdevelopers.com/www.deserve.co.in

Date of incorporation of the company: 281h December 2006

{b) Business carried on by the company and its subsidiaries with the details of branches or units, if any. The Company is incorporated with the following main object:

To purchase, acquire, take on lease or in exchange or construct, erect, build, repair, re-model demolish, develop, plan, design, conceive, improve or in other lawful manner, for setting up of all types of infrastructure projects, land development projects, facilities or works or any area, land, building, structures and dispose off or maintain the same to build townships, markets or other buildings, apartments, hospitals, schools, complexes, road, fly-over, structure &

facilities, health centers, colleges, hotels, townships, cinema halls, multiple complexes, markets, Parks, clubs, sports complex, laboratories, libraries, factories, warehouse, estate, bungalows, residential complex or full-fledged commercial complexes whether residential or commercial and to give, take, let, sublet, lease, sub-lease, develop, purchase, or otherwise acquire or hold any lands; The Company does not have any subsidiary or branches.

/~~--':-- \·

1'/··0~ r •. / ,::i;}

: .. ,~v} ~ '"' ./. / 38 '.:;;~_-..... ..-

/11formation Memorandum and Offer Letter

(c) Brief particulars of the management of the company ("Management").

Name Address DIN Designation

Mr. Santosh 103-104, Shivalaya Towe, 90 01837949 Director Kumar Sarda feet Road, Thakur Complex.

Kandivali (East), Mumbai -400101

Mr. Sanjay 13/14, Solitaire Central Avenue 00390438 Additional Rajkumar Road, Opposite Rose Manor Director Chabbria School, Santacruz (West),

Mumbai-400054

(d) Names, addresses, DIN and occupations of the directors.

Name Address DIN Occupation

Mr. Santosh 103-104, Shivalaya Towe, 90 01837949 Business Kumar Sarda feet Road, Thakur Complex,

Kandivali (East), Mumbai --I 400101

Mr. Sanjay 13/ 14, Solitaire Central Avenue 00390438 Business Rajkumar Road, Opposite Rose Manor Chabbria School, Santacruz (West),

Mumbai-400054

(e) Management's p.erception of risk factors. The Management believes that the following risk factors may affect its ability to fulfi l its obligations in respect of the Debentures. All of these factors are contingencies which may or may not occur and the Management is not in a position to express a view on the likelihood of any such contingency occurring.

The Management believes that the factors described below represent the principal risks inherent in investing in Debentures, but the inability of the Company, as the case may be, to pay Redemption Premium, principal or other amounts on or in connection with any Debentures may occur for other reasons and the Management does not represent that the statements below regarding the risks of holding any Debentures are exhaustive.

Prospective debenture holders ("Debenture Holders") should carefully consider the risks and uncertainties described below, in addition to the other information contained in the PAS-4 before making any investment decision relating to the Debentures. If any of the following risks or other risks that are not currently known or are now deemed immaterial, actually occur, the Company's business, financial condition and results of operation could suffer, the value of the Debentures f oufa.,,.de'cline and investors ma.)l,Jes.~~~ or part of their Redemption Premium

0

ahd/or Principal Amounts. Un~~·otherwis'9'·-;tated in the relevant risk

; 7....-~'·, r;: .. l .. <\ 39 \\ . J. fj

. '~,: .; - .. - -·7· \/ ' . - . ,,,, -- -~~.:;._:,.~

Information Memorandllm and Offer Letter

factors set forth below, the Management is not in a position to specify or quantify the financial or other implications of any of the risks mentioned herein. The ordering of the risk factors is intended to facilitate ease of reading and reference and does not in any manner indicate the importance of one risk factor over another. Unless the context requires otherwise, the risk factors described below apply to the Company only. The ri.sk factors listed in this section are in addition to the other disclaimers and risks highlighted in other parts of PAS-4.

Subscribers should be aware that an investment in the Company involves a high degree of risk. There can be no assurance that the Company's objectives will be achieved, or that a Subscriber will receive Redemption Premium or the Principal Amount. In addition, there will be occasions when the Management and its affiliates may encounter potential conflicts of interest in connection with carrying out of the operations and business of the Company. The following considerations, among others, should be carefully evaluated before making an investment in the company. Additional risks and uncertainties not presently known, or that are deemed immaterial by the Company or the Management may also have an adverse effect on the Company's performance. This PAS-4 does not take account of the personal circumstances, taxation status, financial position or investment requirements of any one Debenture Holder in particular. It is therefore imperative that before deciding whether to invest in the Company, prospective Subscriber give consideration to the suitability of the Company and should consider seeking independent investment, legal and tax advice.

Risks relating to the Company and its business: In India, property records do not provide a guarantee of title. Further, property records in India have not been fully computerized and are generally maintained and updated manually through physical records of all land-related documents. This process may take a significant amount of time and result in inaccuracies or errors. In addition, the Company may not have good and marketable development rights to the Project and/or title to some of its land as a result of non-execution or non-registration or inadequate stamping of conveyance deeds and other acquisition documents, or may be subject to, or affected by, encumbrances of which the Company may not be aware. Legal disputes in respect of land title can take several years and considerable expense to resolve if they become the subject of court proceedings and their outcome can be uncertain. The Company may not therefore be able to assess or identify disputes, unregistered encumbrances or adverse possession rights over titre to real property in which the Company have invested or may invest. Failure to obtain, or to prove that the the Company holds, good title to the development rights on the Project land may materially prejudice the success of completion of Project and may adversely affect the Company's property valuations and prospects.

In addition, title insurance is not commercially available in India to guarantee title or land development rights in respect of land. The difficulty of obtaining title insurance in lndia means that title records ~vide-onl( for presumptive rather

than guara~t~e,d title, and that the Compan~~~e~\.iriin~yr~d risk of loss of lands.

r , lG"<;I 1

\" C/' 40 «·' . .} ~/ ~ ~ i ._ .. .,y; ~ . .-;. . ' .. ;/,

' ... -!_~.,,,...


The Company can provide no assurance that the Company has, or may not be able to prove that the Company holds, valid title or rights in respect of all of the land or the development rights thereto.

To successfully execute projects and operate business, the Company is required to obtain statutory and regulatory approvals, licenses, registration and permits and applications need to be made at appropriate stages of the Project. For example, the Company is required to obtain the approval of building plans, layout plans, environmental consents and fire safety clearances during various stages of the Project. The Company may encounter material difficulties In fu lfilling any conditions precedent to the approvals described above or any approvals that may require in the future, some of which are onerous and may require us to incur substantial expenditure that may not have been anticipated. The Company may also not be able to adapt to new laws, regulations or policies that may come into effect from time to time with respect to the property industry in general or the particular processes with respect to the granting of the approvals. There may also be delays on the part of the administrative bodies in reviewing the applications and granting approvals or the approvals issued to the Company may be suspended or revoked in the event of non-compliance or alleged noncompliance with any terms or conditions thereof, or pursuant to any regulatory action or otherwise. If the Company fails to obtain or renew, or experience material delays in obtaining or renewing, the requisite governmental approvals, or if any approvals are suspended or revoked, the schedule of development and the sale of units in the Project could be substantially disrupted or impeded, which could have a material adverse effect on the Company's business, prospects. financial condition and results of operations and its ability to redeem the Debentures and/or pay Redemption Premium thereon.

The Company and other developers are subject to municipal planning and land use regulations in effect in Mumbai and in other cities in India, which limit the maximum square footage of completed buildings the Company may construct on plots to specified amounts, calculated based on a ratio of maximum floor space of completed buildings to the surface area of each plot of land. The Company's operations could be adversely affected by changes to the floor space index ("FSJ") I transferable development rights ("TOR") regime in Mumbai. TDRs in the form of a Development Rights Certificate granted by the Municipal Corporation of Greater Mumbai ("MCGM") in Mumbai}, provide a mechanism by which a person, who is unable to use the available FSI of his/her plot for various reasons, is permitted to use the unused FSI on other properties in accordance with applicable regulations or transfer the unused FSI to a third party.

Performance of the Company is linked to the Indian economy and its performance The Company, being in the business of real estate development. is impacted by the status of the Indian economy at the macro level, which itself depends upon the global economic scenario. The real-estate business is generally sentiment driven with stro~,Elemar.id being experienced i ::PE!~·ods of healthy economic

/ • ' ,. ~ \1, • >-~ growth. Any 13 cej ved poor performance of ,_, e11e~on6ro ·eould adversely affect

/.-:.:I I~ \

'~7>' I 41 (l ~ )-;,! . ;/ ~· ~:/l' -~ ~/


the demand for the real estate projects, which may impact property prices and the business prospects of the Company. While the global credit and the India real estate markets are showing signs of recovery, economic uncertainties may impact the future conditions in the real estate industry.

Competition It is possible that some entities will compete with the Company to make the types of investments or developments that the Company Intends to make. There can be no assurance that the Company will not, in the future, face competitive pressures that could have a material adverse effect on the Company's business, financial condition and results of operations. Also, as a result of this potential competition, the Company may not be able to take advantage of attractive investment opportunities from time to time.

The Company's projects require the services of third parties, which entails certain risks The execution of the projects by the Company entail the services of third parties · including architects, interior designers, engineers, contractors and suppliers of labour and materials. The timing and quality of construction of the projects the Company develops depends on the availability and skill sets of such third parties, as well as contingencies affecting them, including labour and raw material shortages. If such contractors are unable to perform their contracts, including completing the developments within the specifications, quality standards, time frames specified by the Company, the Company's business and results of operations could be adversely impacted.

Tax Considerations and Legal Considerations Special tax, accounting and legal considerations may apply to certain types of Debenture Holders. Prospective Debenture Holders are urged to consult with their own tax and legal advisors to determine any tax and legal implications of this investment. As is the case with any investment, there can be no guarantee that the tax position or the proposed tax position prevailing at the time of an investment in the Debentures will endure indefinitely.

Material changes In Jaws and regulations to which the Company is subject could impair the Company's ability to meet payment or other obligations The Company is subject generally to changes in Indian law, as well as to changes in government regulations, changes made in the regulations by applicable regulators in India and policies and accounting principles. Any changes in the regulatory framework affecting the real estate industry in general, could adversely affect the profitability of the Company or its future financial performance, by requiring a restructuring of its activities, increasing costs or otherwise. The performance of the Company may be affected by changes in government policies, introduction of new land or real estate legislation, general levels of interest rates and the real estate economy.

/.~

7'~( ~. \l ' 'j'~ I \\. .~'l

I " . j ·' 42 ,.. , · -· ,/ . ___ /


Investing Risk The Debentures may not be appropriate for investors who believe that investments in real estate may be negative. The type of investments that the Company anticipates making involves a high degree of risk since the Company is in the real estate business and this sector is an unregulated and sensitive sector. While targeted returns should reflect the perceived level of risk in any investment situation, there can be no assurance that the Company will be adequately compensated for risks taken.

The valuation of the Project or any other real estate assets of the Company may be affected generally by exchange rates and controls, interest rates, changes in governmental policy, taxation, securities regulations, social and religious tensions and political , economic or other developments in or affecting India.

The Debentures may be very illiquid and no secondary market may develop in respect thereof. Even if there is a secondary market for the Debentures, it is not likely to provide significant liquidity. Any such Debenture so purchased may be required to be held or resold or surrendered for cancellation, to the extent that an issue of Debentures becomes illiquid. An investor may have to hold the Debentures until redemption to realize value.

In India the real estate sector is subject to local and municipal taxes and compliances in addition to the central and state level legal and tax compliances. Exposure to such laws and compliances could vary from project to project depending upon location and is subject to change from time to time.

Property ownership in India is subject to restrictions imposed by land acquisition law, environmental law, rent control law etc. The Right to Fair Compensation and Transparency in Land Acquisition, Rehabilitation and Resettlement Act, 2013 ("Land Acquisition Act"} has replaced the La.nd Acquisition Act, 1894. The 2013 Act for land acquisition involves a social impact assessment survey, preliminary notification stating the intent for acquisition, a declaration of acquisition, and compensation to be given by a certain time. All acquisitions require rehabilitation and resettlement to be provided to the people affected by the acquisition. Compensation for the owners of the acquired land shall be four times the market value in case of rural areas and twice in case of urban areas. In case of acquisition of land for use by private companies or public private partnerships, consent of 80 % of the displaced people will be required. Purchase of large pieces of land by private companies will require provision of rehabilitation and resettlement. The real estate development related investments held by the Company may be subject to specific development approvals and other real estate related regulatory I development rules.

Credit risk or default risk Credit risk is the risk that the Company may default on the Redemption Premium and/or principa~pafmei'i~igations. Prospective Deb_~nture Holders assume the risk that the Oompany will .not be able to satisf ;. elr .ob 1 •• tions as made under

this issue. ln1 the event that ~ankruptcy pro~ et'ngs orc)~.'.~)\losition , scheme of _,. ,

_.,,, . \ 43 \ . . . ' ' . ·~- ~ ~i)'/.


arrangement or similar proceedings to avert .bankruptcy are instituted by or against the Company, the payment of sums due on the Debentures may be substantially reduced or delayed.

This PAS-4 has not been submitted to the Securities and Exchange Board of India ("SEBI"). The issue of Debentures in certain jurisdictions may be restricted

or totally prohibited and accordingly, persons who come into possession of this PAS-4 are required to inform themselves about, and to observe, any such restrictions. Prospective Debenture Holders should review I study this PAS-4 in its entirety and shall not construe the contents hereof or regard the summaries contained herein as advice relating to legal, taxation, or financial I investment matters and are advised to consult their own professional advisor(s) as to the legal, tax, financial or any other requirements or restrictions relating to the subscription, gifting, acquisition, holding, disposal by way of sale, consolidation, split or redemption and to the treatment of income (if any), capitalisation, capital gains, any distribution, and other tax consequences relevant to their subscription, acquisition, holding, capitalisation, disp.osal (by way of sale, transfer, consolidation or split) of Debentures within their jurisdiction of nationality, residence, incorporation, domicile etc. or under the laws of any jurisdiction to which they or any managed funds to be used to purchase I gift Debentures are subject, and also to determine possible legal, tax, financial or other consequences of subscribing/gifting, purchasing or holding Debentures before making an application for Debentures.

The investors should understand that the Company is not regulated by SEBI or Reserve Bank of India and the investors are not afforded the protection provided to regulated entities.

Lack of Management Rights Debenture Holders generally will have no voting rights at a shareholders meeting nor an opportunity to control the day-to-day operations of the Company. Subject to the implementation of the investment limitations described in this PAS-4, the Company has complete discretion in managing its operations subject to the approval of the board of directors of the Company. The Debenture Holders will not make decisions with respect to the management, disposition or other realization of any investment made by the Company, or other decisions regarding the Company's business and affairs.

General Economic Risks General macro-economic conditions, such as interest rates, the availability of alternate sources of financing and participation by other categories of real estate investors may impact the Company's level of success, including the value and the number of investments made by the Company. The real estate development made by the Company may be affected by uncertainties such as changes in governmental policies, taxation and other laws and regulations.

C _,. /

- .'if

./ ("... ' .. '.\ ~t \m\ , \1J'"r\..... ' ' V~)'--~ :· / 44

::-.:~ !J1f ,. : .--..:..._· .. .-


Inclement weather conditions could significantly impact levels of construction activity and hence demand for the Company's operations Extended periods of inclement weather or periods of heavy or sustained rainfall or any such extreme weather condition during the peak construction period of the year can result in delay or disruption of the Company's operations during critical periods and consequently result in reduced sales and profits.

Political, Economic and Regulatory Risk The Company will focus its investments in real estate assets located in India. Consequently, the Company's financial performance will be affected by political, social, and economic developments affecting India, including changes in exchange rates and controls, interest rates, government policies, and taxation policies. Since 1991, the Government of India has pursued an economic liberalization process. Nevertheless, the future course of the government of India's liberalization policies cannot be predicted, and changes in India's economic liberalization and deregulation policies could harm business and economic conditions in India generally and the real estate projects and developments made by the Company. In addition, the future of the Company is dependent upon possible changes effected by current or future governments, including specific laws and policies affecting real estate and land holdings and other relevant matters.

Marketability of Real Estate Projects The marketability and liquidity of the Company's real estate assets cannot be assured. Real estate projects are illiquid assets and the Company's ability to . acquire and dispose of its real estate investments will be dependent upon factors outside the Company's control, including the health of the market for real estate, legal or other restrictions on transfer and the financial condition of the Company as well as general economic conditions. The markets for the Company's various real estate projects may frequently experience periods of substantial illiquidity severely impacting the ability of the Company to manage its financials and thus make payment of Redemption Premium on time and redemptions.

Developmental Risks The progress of development in the real estate assets would depend on among other factors, the Company's ability to procure resources and execute the project in a timely and cost efficient manner. As a consequence, Debenture Holders are subject to development execution risk.

Occupier Risks In case of commercial offices, retail and other non-residential properties of the real estate assets, the bankruptcy or insolvency of or vacation by a significant tenant or occupier or a number of smaller tenants would have an adverse impact on the cash flows of the project.


264/1 to 7, 266, 268, 268/1, 269, 269/1 of village Magathane, Taluka Borivali,

along with all the piece and parcel of land admeasuring 726 sq. mtrs. bearing CTS Nos. 263, 263/1 and 263/2 of village Magathane, Taluka Borivali, including but not limited to all development rights and all other rights, benefits, allowances, issuances appurtenant or ancillary thereto; (b) Exclusive charge inter afia on the receivables from the sale component of the Project all insurance proceeds, all other payments and/or benefits made to/available for the Project/ from the Project both in present and future, from the Project. (c) exclusive charge on escrow account where receivables from sales component of the project will be deposited .. In the event of enforcement of security by the Debenture Trustee due to event(s) of default, the security offered to secure the redemption of Debentures may be insufficient to redeem the Debentures.

Leverage Risk Borrowing capital to fund the purchase of the Debentures (leveraging) can significantly increase the risks of the investment such that if the value of the Debentures decreases on a mark to market basis, leveraging will magnify that decrease in value. Any statement on the potential risks and return on the Debentures does not take into account the effect of any leveraging. Investors must factor in and consider the potential impact of, amongst other things, the cost of funding and possibility of margin calls due to a decrease in the daily mark to market value of the Debentures prior to their maturity. Prospective Debenture Holders considering borrowing capital to leverage their investment in the Debentures should obtain further detailed information as to the applicable risks from their lender.

Compounding of Risks An investment in the Debentures involves multiple risks and such investment should only be made after assessing the direction, timing and magnitude of potential future changes in the interest rates, the risks associated with such investments and the terms and conditions of the Debentures. More than one risk factor may have simultaneous effects with regard to the Debentures such that the effect of a particular risk factor may not be predictable. In addition, more than one risk factor may have a compounding effect, which may not be predictable. No assurance can be given as to the effect that any combination of risk factors may have on the value of the Debentures.

(f) Details of default, if any, including therein the amount involved, duration of default and present status, in repayment of -(i) statutory dues;

(li) debentures and interest thereon;

(iii) deposits and interest thereon; and

(iv) loan from any bank or financial institution and interest thereon.

N.A. ~


(g) Names, designation, address and phone number, email ID of the nodal/ compliance officer of the company, if any, for the private placement offer process

Name : Mr Ujjval Desai

Designation : VP Finance

Address : ONE BKC, A WING, 1401, BKC, Sandra East, Mumbai - 400 051 .

Phone number : 022 - 26535700

Email ID: [email protected]

2) Particulars of the Offer (a) Date of passing of board resolution.

14th September, 2015 as set out in Schedule II hereunder.

(b) Date of passing of resolution in the general meeting, authorizing the offer of securities. 14t11 September, 2015 as set out in Schedule Ill hereunder.

(c) Kinds of securities offered (i.e. whether share or debenture) and class of security. Non-convertible, fully paid-up, secured, redeemable debentures aggregating upto INR 315,00,00,000/- (Rupees Three Hundred and Fifteen Crores Only) as

follows: Series A Debentures: upto INR 100,00,00,000/- (Rupees One Hundred Crores Only);

Series B Debentures: upto INR 105,00,00,000/- (Rupees One Hundred and Five Crores Only);

Series C Debentures: upto INR 40,00,00,000/- (Rupees Forty Crores Only);

Series D Debentures: upto INR 35,00,00,000/- (Rupees Thirty Five Crores Only); and

Series E Debentures: upto INR 35,00,00,000/- (Rupees Thirty Five Crores Only). ("Debentures")

(d) Price at which the security is being offered including the premium, if any, alongwith justification of the price. The Debentures are issued at par having a face value of INR 10,00,000 (Rupees Ten Lakhs only).

(e) Name and address of the valuer who performed valuation of the security offered. 1. HDFC Realty Limited

Address::-Ramon House, H.T. Parekh M,?,-;:'f:e!'J·; .... B~ckbay Reclamation, Churchgate, Mumbai - 400020 · · · ,

J • ,. \

I ' '

7 111 •\

47 tC ) ~~ .. :- • \~> ~/ - ~_,. -..;;:::--_--:::::;... ... ~


(f)

(g}

2. Knight Frank (India) Private Limited Address: 1st Floor, Paville House, Near Twin Towers, Off. Veer Savarkar Marg, Prabhadevi, Mumbai 400025.

Amount which the company intends to raise by way of securities. Upto INR 315,00,00,000/- (Indian Rupees Three Hundred and Fifteen Crores Only).

Terms of raising of securities: Duration, if applicable, Rate of dividend or rate of interest, mode of payment and repayment. (i) Duration: 1710912018 i.e. 36 months from the Series A Allotment Date

i.e. 18/09/2015

(ii) Redemption Premium: Each series of Debentures shall be redeemed at minimum IRR (internal rate of return) of 19.26% p.a. (nineteen point two six per cent), per annum.

(iii) Mode of paymentlrepayment: Cheque/Fund Transfer/RTGS/NEFT

Proposed time schedule for which the offer l tter is valid. . ,

.. v:0/ Issue Opening Date c; ~ ~

Issue Closing Date _____ _

Purposes and objects of the offer. The subscriptions amounts will be utilized for the following purpose: (i) Payment to tenants/ purchase of FSl/retirement of liabilities/plans and

approval fees for Borivali Project and towards construction of the Project; and

(ii) General corporate purpose as well as other costs in relation to the Project.

(j) contribution being made by the promoters or directors either as part of the offer or separately in furtherance of such objects. Not Applicable

(k) Principle terms of assets charged as security, if applicable. The Debentures, Redemption Premium, interest including default interest, if any, costs, fee, charges, expenses and all other monies in respect thereof are secured by: (i) First Exclusive charge by way of registered mortgage on all the piece and

parcel of land admeasuring 22084 sq. mtrs. bearing CTS Nos. 262, 264, 264/1 to 7, 266, 268, 268/1, 269, 269/1 of village Magathane, Taluka Borivali alongwith all the piece and parcel of land admeasuring 726 sq. mtrs.(bearing ,. . . ~ , 263, 263/1 and 263/2 village Magathane,

~'~$ ----.;;:_ *\\ ~I " o$>\ -i., . j. ... ~""' \ !'.:: ; -~ J'."' l

"1'"1 t'.~ .a>~/{,; , .,.,~ I:

3~/j


other rights, benefits, allowances, issuances appurtenant or ancillary

thereto ("Project''):

(ii) Exclusive charge infer a/ia on the receivables from the sale component of the Project, all insurance proceeds, all other payments and/or benefits made to /available for the Project/ from the Project both in present and future.

(iii) Exclusive charge on Escrow Account where receivables from sales component of the project will be deposited.

(iv) Pledge of 100% equity shares of the Company.

(v) Personal Guarantee of Mr. Sanjay Chhabria, Mr. Santosh Sarcia.

(vi) LLP Guarantee of Radius Developers LLP.

3) Disclosures with regard to interest of directors, litigation etc. (a) Any financial or other material interest of the directors, promoters or key

managerial personnel in the offer and the effect of such interest in so far as it is different from interest of other persons. Not Applicable

(b) Details of any li tigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any promoter of the offeree company during the last three years immediately preceding the year of the circulation of the offer letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed. Nil

(c) Remuneration of Directors (during the current year and last three financial years):

I Years Particulars Amount (Rs.)

f 2014-15 Remuneration paid to Directors Nil

2013-14 Remuneration paid to Directors Nil

2012-13 Remuneration paid to Director(Girish Shah) 5,62,000

I 2011-12 Remuneration paid to Director (Girish Shah) 7,00,000 ·

(d) Related Party Transactions entered during the last three financial years immediately preceding the year of circulation of offer letter including with regard to loans made or, guarantees given or securities provided.

Name of Party & Description of Transaction Amount For 2013-14

Loan Taken from Deserve Exim Pvt Ltd 2,40,53,429

Purchase from j)eserve Properties Pvt Ltd 95,00,000

( Y .9 -.....~--


Name of Party & Description of Transaction Amount For 2013-14 '

Investment 90,000

(Fixed Capital)-Deserve Enterprise

Current Account -Deserve Enterprise -8, 17,85,798

(Drawings) -

I Name of Party & Description of Transaction Amount For 2012-13

Unsecured Loan from Deserve Properties Pvt. Ltd. 7,45,00,000

Repayment of Unsecured Loan of Poddar Developers 47,50,000 Ltd

Loan granted to Amigurukrupa Contruction Project I 4,69,36,086 Pvt.Ltd.

Name of Party & Description of Transaction Amount For 2011-12 I

Loan and Advances From Amikrupa Empire ,Properties 4, 70,00,000 Pvt.Ltd

Loan and Advances From Poddar Developers Ltd 4,47,50,000

Loan and Advances From Girish Shah 23,68,500

Loan and Advances From Dhanvarsha Finvest Ltd 14,81,340

Loans and advances to Dipal Shah 15,00,000

Loans and advances to Hitendra Shah & Co, 5,00,000

Loans and advances to Girish Shah & Co. 6,12,10,000

(e) Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of offer letter and of their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark.

There are no qualifications of auditors for the1financial year 2013- 14, 2011 -1 2,

2010-11and2009-10.

Qualification in Auditors Report 2012-13: 1. During the previous year, the co~pany had entered into joint

development agreement with Poddar Developers Ltd. Poddar Developers Ltd acquired 52% of the equity capital of the company and the company became subsidiary of Poddar Developers Ltd. In the current year, the joint development agreement was cancelled land terminated by the parties. An amount of Rs 60250000/- is agreed to be pa,id-15y- the'GOmpany to Poddar

Oevelqpers %Ltd towards compensation / r Uie cance\llation of joint I •

- • (' ,~ I < '

I• '\

./ so ' .J ' "::-:'/ .... _ .......... ~.,


development agreement In the opinion of the company, tax deduction provisions are not applicable on compensation paid/payable and hence tax is not deducted at source for the amounts paid/payable to Poddar Developers Ltd.

2. We are of the opinion that, tax deduction at source is applic3ble as per the provisions of Income Tax Act, 1961 and the company is advised to obtain expert opinion on the subject matter. Except for the default in deduction of tax which is in nature of regulatory non-compliance, there is no impact on the financial statements of the company for the current financial year

{f) Details of any inquiry, inspections or investigations initiated or conducted under the Companies Act or any previous company law in the last three years immediately preceding the year of circulation of offer letter in the case of company and all of its subsidiaries. Also ifl there were any prosecutions filed {whether pending or not) fines imposed, compounding of offences in the last three years immediately preceding the year of the offer letter and if so, sectionwise details thereof for the company and all of its subsidiaries. Nil

(g) Details of acts of material frauds committed against the Company in the last three years, if any, and if so, the action taken by the Company. Nil

4) Financial Position of the Company (a) the capital structure of the company in the follbwing manner in a tabular form-

(i) the authorized, issued, subscribed land paid up capital (number of, securities, description and aggregate nominal value).

(ii)

Authorized capital: INR 5,00,00,000 (Rupees Five Crores only)

Issued, subscribed and paid up capital: INR 5,00,00,000 (Rupees Five Crores only)

size of the present offer: Upto INR 3, 15,00,00,000/- (Rupees Three Hundred and Fifteen Crores only) (A) Series A Debentures: upto

Hundred Crores Only); INR

l~R 100,00,00,000/- {Rupees One

(B)

(C)

Series B Debentures: upto Hundred and Five Crores Only);

105,00,00,000/- (Rupees One

Series C Debentures: upto INR 40,00,00,000/- (Rupees Forty Crores Only};

{D) Series D Debentures: upto INR 35,00,00,000/- (Rupees Thirty Five Crores Only}; and

upto INR 35,00,00,000/- (Rupees Thirty


(iii) paid up capital

After the offer of Debentures NA

After conversion of convertible instruments NA

Share Premium Account (before the offer) NA

Share Premium Account {after the offer) NA

(iv) the details of the existing share capital of the issuer company in a tabular form, indicating therein with regard to each allotment, the date of allotment, the number of shares allotted, the face value of the shares allotted, the price and the form of consideration Provided that the issuer company shall also disclose the number and price at which each of the allotments were made in the last one .year preceding the date of the offer letter separately indicating the allotments made for considerations other than cash and the details of the consideration in each case.

Sr. Date of Allotment No of Equity Face value Price per No Shares of per share (in share (in

Rs.10/- each Rs). Rs).

1. 28/12/2006 10,000 10 10/-

Since Incorporation

2. 10/06/2011 90,000 10 10/-

3 . 10/07/2013 49_,00,000 10 10/-

TOTAL 50,00,000

No offer was made in the last one year preceding the date of the offer.

(b) Profits of the company, before and after making provision for tax, for the three financial years immediately preceding the date of circulation of offer letter. There are no profits for immediately three preceding financial year.

(c) Dividends declared by the company in respect of the said three financial years; interest coverage ratio for last three years (Cash profit after tax plus interest paid/interest paid). Nil

(d) A summary of the financial position of the company as in the three audited balance sheets immediately preceding the date of circulation of offer letter. Please refer to Annexure IV.

(e)


Particulars

CASH FLOW FROM OPERATING ACTIVITIES

Net Operating Profit before Taxation

Adjustment for

Depreciation

Operating Profit before Working Capital Charges

Adjustment for Changes in Working capital

Short Term Provisions

Other current liabilities

Trade Payables

Inventories -Projects in Progress

Short Term Loans & Advances

Cash Generated From Operation

Net Cash from Operating Activities (A)

CASH FLOW FROM INVESTING ACTIVITIES

Loans & Advances

Purchase of Fixed Assets

Investments

Net Cash From Investing Activities (B)

CASH FLOW FROM FINANCING ACTIVITIES

Shares Issue<;!

Long Term Borrowings

Net Cash From Financing Activities ( C)

Net lncrease/(Decrease) in Cash and Cash Equivalent

Year ended Year ended

31.03.2014 31.03.2013 (Amount in (Amount in

Rs.) Rs.)

(568) -

11 ,662 -

11,094 -

- (477,876)

82,336,323 (625,840)

9,500,000 (134,397)

(21,698,902) (68,605,006)

(2, 135,000) 27,176

68,013,515 (69,815,943)

68,013,515 (69,815,943)

39,614,392 81,1 23,914

(156,616) -(90,000) -

39,367,776 81, 123,914

49,000,000 -

(154,500,000) (11 ,045,514)

(105,500,000) (11,045,514)

1,881,291 262,456 .--:=--L

(A+B+C) _ & h "[CA~~-q.;0t>r%;;:-~> " ~' GiY ·:·\ :~.~ / ) . ,') ~~}-,.--- -.: YI "~t :jjP

53

I


Cash and Cash Equivalent at the Beginning of the Year

Cash and Cash Equivalent at the End of the Year

412,536

2,293,827

150,080

412,536

Cash Flow for 2012 is not available.

(f) Any change in accounting polk:ies during the last three years and their effect on the profits and the reserves of the company. Nil

5) A Declaration by the Directors That-(a) the company has complied with the provisions of the Act and the rules made

thereunder;

(b) the compliance with the Act and the rules does not imply that payment of dividend or interest or repayment of debentures, if applicable, is guaranteed by the Central Government; and

(c) the monies received under the offer shall be used only for the purposes and objects indicated in the Offer letter.

I am authorized by the Board of Directors of the Company vide resolution dated 14th September 2015 to sign PAS-4 and declare that all the requirements of Companies Act, 2013 and the rules made thereunder in respect of the subject matter of PAS-4 and matters incidental thereto have been complied with. Whatever is stated in this form and in the attachments thereto is true, correct and complete and no information material to the subject matter of this form has been suppressed or concealed and is as per the original records maintained by the promoters subscribing to the Memorandum of Association and Articles of Association

It is further declared and verified that all the required attachments have correctly and legibly attached to this form.

Date:

/f - .-'t-0?' /( .. 0--l / Signed

I

Place: Mumbai

54


SCHEDULE I

DETAILS OF THE PROPERTY

(i) All that piece and parcel and parcel of land bearing-ICTS Nos. 262, 264, 264/1 to 7, 266, 268, 268/1 , 269, 269/1 of village Magathane, T~luka Borivali, Balwadi, Teen Murti, Devipada Mitra Mandal, Borivali (E), Mumbai - 400 066 within the Registration Sub District and Registration District of Mumbai and M mbai Suburban and within the limits of the Municipal Corporation of Greater Mumbai, t tally admeasuring about 22084 sq. mtrs. (as per the property cards), and bounded as u der:

On or towards East

On or towards South

On or towards West

On or towards North

Partly by property bea ing CTS No. 267, 265 and 282

CTS No. 270

Partly by property bea ing CTS No. 261 , 202 and 199

Partly by property bea ing CTS No. 259 and 282

(hereinafter referred to as "Slum Property")

(ii) Alongwith non slum plot bearing CTS Nos. 263, 2 1311 and 263/2 of village Magathane,

Taluka Borivali, Balwadi, Teen Murti, Devipada Mitrr Mandal, Borivali (E), Mumbai - 400 066 within the Registration Sub District and Registr~tion District of Mumbai and Mumbai Suburban and within the limits of the Municipal Cfrporation of Greater Mumbai totally admeasuring about 726 sq. mtrs.(as per the prop rty cards), and known as Harsiddhi Devi Mandir, and bounded as under:

On or towards East

On or towards South

On or towards West

On or towards North

CTS No. 264(pt)

CTS No. 264(pt)

CTS No. 264(pt)

CTS No. 262

(hereinafter referred to as "Non-slum Property")

The Slum Property and the Non-slum Property shall hereinafter be collectively referred to as the " Project Property"; and

(iii) All right, ti tle, interest, benefits, claims and dema ds whatsoever of the Issuer in the Project ar:id the Project Agreements and all right title, interest, benefits, claims and demands whatsoever of the Issuer in, to, under an in respect of the monies lying in the Escrow Account and in all funds from time to tim deposited therein or elsewhere in accordance with the terms of the Escrow Acci unt Agreement or other securities representing all amounts credited to the Escrow Account and all other receivables, monies, benefits, rights (whether monetary or oth rwise)arising out of/available to the Project or Project Agreements including but not limited to the insurance proceeds whether deposited in the Escrow Account or othe ise (hereinafter referred to as the "Other Assets").


SCHEDULE II

COPY OF THE BOARD RESO UTION

56


SCHEDULE Ill

COPY OF SHAREHOLDER'S RESOLUTION

57


APPLICATION PROCESS The Investor/Subscriber/Applicant has an option to apply fo the Debentures in electronic i.e., dematerialised form. Applicants who are desirous of sub cribing to the Debentures should mention their DP's name, DP-ID and Beneficiary Account ~umber in the application form. In case of any discrepancy in the information of Depository/ eneficiary Account, the Company shall be entitled at its sole option to issue the Debentures tot e Applicant in the physical form or reject the application. The Applicant is requested to contact the office of the Company as mentioned above for any clarifications.

WHO CAN APPLY Only the addresses of this Information Memorandum and 9tfer Letter are eligible to apply for the Debentures. An application made by any other persr n will be deemed as an invalid application and rejected

DISCLAIMER: PLEASE NOTE THAT ONLY THOSE PERSONS TO WHOM THIS INFORMATION MEMORANDUM AND OFFER LETTEr HAS BEEN SPECIFICALLY ADDRESSED ARE ELIGIBLE TO APPLY. HOWEVER, AN APPLICATION, EVEN IF COMPLETE IN ALL RESPECTS, IS LIABLE TO BE REJECTED WITHOUT ASSIGNING ANY REASON FOR THE SAME. THE COMPANY MAY, BUT IS NOT BOUND TO REVERT TO ANY INVESTOR FOR ANY ADDITIONAL DOCUMENT~ I INFORMATION, AND CAN ACCEPT OR REJECT AN APPLICATION AS IT DEEMS FIT. INVESTMENT BY INVESTORS FALLING IN THE CATEGORIES MENTIONED ABOVE AR~ MERELY INDICATIVE AND THE ISSUER DOES NOT WARRANT THAT THEY ARE PE.RMITTED TO INVEST AS PER EXTANT LAWS, REGULATIONS, ETC. EACH INVESTO~IS REQUIRED TO CHECK AND COMPLY WITH EXTANT RULES/REGULATIONS/ GUID LINES, ETC. GOVERNING OR REGULATING THEIR INVESTMENTS AS APPLICABLE T THEM AND THE COMPANY IS NOT, IN ANY WAY, DIRECTLY OR INDIRECTLY, RESPqNSIBLE FOR ANY STATUTORY OR REGULATORY BREACHES BY ANY INVESTOR,j NEITHER IS THE COMPANY REQUIRED TO CHECK OR CONFIRM THE SAME. IN THE[ EVENT THE DEBENTURES ARE TRANSFERRED BY ANY DEBENTURE HOLDER, THE TRANSFEREE SHALL BE BOUND BY THE TERMS AND CONDITIONS PROVIDED IN THIS INFORMATION MEMORANDUM AND OFFER LETTER.

The categories of investors eligible to invest in the Debtntures, when addressed directly, include banks, financial institutions including development fi ancial institutions, companies and bodies corporate, insurance companies, Mutual Funds and uch other category of investor as expressly authorised to invest in the Debentures. Furthermo~e. Flis, FPls, non-resident Indians, overseas corporate bodies, and other persons resident outsi9e India are not eligible to apply for the Debentures. Subject to applicable Law, Flis, FPl's andl. any other permitted non resident entity may purchase the Debentures. All Subscribers are required to comply with the relevant regulations/guidelines applicable to them for investing in this ssue.

~ ~:\Y. "

(~5r···~-·,,,

~,,

~

"" 58 . ·Y * ·u~


HOW TO APPLY Application(s) for the Debentures must be made in the enclosed form, and must be completed in block letters in English.

Application Form(s) must be accompanied by either a demand draft or cheque, drawn or made payable at par in Mumbai in favour of Radius & Deserve Land Developers Pvt Ltd and crossed Account Payee only. The Application Form must also be accompanied by KYC documents listed below in the KYC section.

The applications must be accompanied by certified true copies of (i) a letter of authorisation, and (ii) specimen signatures of authorised signatories.

Instructions for Application 1. Application must be completed in BLOCK LETTERS IN ENGLISH. A blank must be left

between two or more parts of the name.

2. Signatures should be made in English.

3. Minimum application shall be for INR 10,00,000/- (Rupees Ten Lakhs Only).

4. The Debentures are being issued at face value. The amount to be paid on application should be the total face value of the Debentures applied for. Applications for incorrect amounts are liable to be rejected.

5. Cheques/drafts must be made in the favour of "Radius & Deserve Land Developers Pvt Ltd." and crossed "Account Payee only" payable at par in Mumbai. Money orders or postal orders will not be accepted.

6. In case the payment is made in RTGS, the funds must be credited to the Company's current account, the details of which are given below:

7.

Name of Bank

Branch

Address of Bank

IFSC Code

Account number

Type of Account

Name of beneficiary

No cash will be accepted.

HDFC BANK

BANDRAEAST-KALANAGAR

SANDRA EAST - KALANAGAR MUMBAI - SANDRA (E) RNA CORPORATE PARK, NEXT TO COLLECTORS OFFICE, KALANAGAR, BANDRA EAST MUMBAI MA HARASHTRA 400051

HDFC0000835

08350350000901

Current Account

RADIUS AND DESERVE LAND DEVELOPERS PVT. LTD.

59


8. The Applicant should mention its permanent account number or the GIR number allotted to it under the Income Tax Act. 1961 and also the relevant Income-tax circle/ward/District details.

An application once submitted cannot be withdrawn. The applications should be submitted during normal banking hours at the office mentioned below:

Radius & Deserve Land Developers Pvt Ltd

Registered Office:

Deserve, CST Road Junction, Opp.

University of Mumbai Premises, Kalina,

Santacruz (East), Mumbai - 400098,

Maharashtra, India.

Tel: 02226676800

Fax: 022 26676900


Know Your Customer (KYC) If the Applicant is an individual, the following documents should be provided as verification: 1. Copy of PAN card

2. Address proof (Eg. Driver's License, Passport,}

3. Identity proof (Eg. Voter ID, Driver's License, Passport)

4. Such other similar KYC documents that may be requested by the Company

If the Applicant is a company/body corporate, the following documents should be provided for verification: 1. Certificate of Incorporation of the entity

2. Board/ appropriate resolution authorising the subscription to such Debentures and authorising the authorised signatory to the Application Form

3. Identity proof of the authorised signatory

4. Such other similar KYC documents that may be requested by the Company

APPLICATIONS UNDER POWER OF ATTORNEY/RELEVANT AUTHORITY In case of an application made under a Power of Attorney or resolution or authority to make the application, a certified true copy of such Power of Attorney or resolution or authority to make the application and the Memorandum of Association and Articles of Association and/or bye-laws and/or the Debenture Trust Deed of the Investor must be attached to the application form at the time of making the application, failing which, the,fomp~ny reserves the full, unqualified and absolute right to accept or reject any applicati r.\'f~hole. p~ in part an · ~· . case without

~~-:;;r . .... ~~~ c ""·C:{I? I/ t ~ \-~~\, 1~ ~,_;·· .~J \ .... *'"' :..:0 6::-..... lf- .I! n .. ~l:' 'bt:? ~ ;i,;.1111· \.~

lnformatfon Memorandum and Offer Letter

assigning any reason thereof. Names and specimen signatures of all the authorised signatories must also be lodged along with the submission of the completed application.

The applications would be scrutinised and accepted as per the terms and conditions specified in this Information Memorandum and Offer Letter. The Company is entitled at its sole and absolute discretion to accept or reject any application, in part or in full without assigning any reason whatsoever. Any application, which is not complete in any respect, is liable to be rejected.

The applications should be submitted during normal banking hours at the office mentioned below: Radius & Deserve Land Developers Pvt Ltd

Registered Office: Deserve, CST Road Junction, Opp. University of Mumbai Premises, Kalina, Santacruz (East), Mumbai - 400098, Maharashtra, India.

Tel : 02226676800

Fax: 022 26676900


The applications would be scrutinised and accepted as per the terms and conditions specified in thls Information Memorandum and Offer Letter.

Applfcants residing or situated at places other than in Mumbai, may send their application along with cheques or demand drafts to the centre mentioned above. The demand drafts must be payable at par at Mumbai. The demand draft charges will have to be borne by the Applicant.

The Applicant is requested to contact the office of the Company as mentioned above for any clarifications.

Other Relevant Information

Authority for the issue and details of the resolutions passed for the issue. The present Issue of Debentures is being made pursuant to the resolutions passed by the Board on 14fh September 2015, and special resolution passed by its Shareholders on 141

h September 2015 respectively, and subject to the provisions of the Act and the Memorandum and Articles of Association.

61


SERIES A

Radius & Deserve Land Developers Pvt Ltd Regd. Office: Deserve, CST Road Junction, Opp. University of Mumbai Premises, Kalina, Santacruz (East), Mumbai - 400098, Maharashtra, India.

Corp. Office: Deserve, CST Road Junction, Opp. University of Mumbai Premises, Kalina, Santacruz (East), Mumbai - 400098, Maharashtra, India.

I SERIES A DEBENTURE APPLICATION FORM SERIAL NO.

DEBENTURES APPLIED FOR: (Minimum application of ___ Debentures, in increments of _ ___ Debentures)

Number of Debentures In words --- ~-----------

Face Value INR _______ in words Rupees

Total INR _______ in words Rupees

DETAILS OF PAYMENT:

Cheque I Demand Draft

No. Drawn on.~----------------~

Funds transferred to ~--------------------~

Dated -----

Total Amount Enclosed (In Figures) (In words)


INVESTORS FALLING IN THE CATEGORIES MENTIONED ABOVE ARE MERELY INDICATIVE AND THE ISSUER DOES NOT WARRANT THAT THEY ARE PERMIITED TO INVEST AS PER EXTANT LAWS, REGULATIONS, ETC. EACH INVESTOR IS REQUIRED TO CHECK AND COMPLY WITH EXTANT RULES/REGULATIONS! GUIDELINES, ETC. GOVERNING OR REGULATING THEIR INVESTMENTS AS APPLICABLE TO THEM AND THE COMPANY IS NOT, IN ANY WAY, DIRECTLY OR INDIRECTLY, RESPONSIBLE FOR ANY STATUTORY OR REGULATORY BREACHES BY ANY INVESTOR, NEITHER IS THE COMPANY REQUIRED TO CHECK OR CONFIRM THE SAME. IN THE EVENT THE DEBENTURES ARE TRANSFERRED BY ANY DEBENTURE HOLDER, THE TRANSFEREE SHALL BE BOUND BY THE TERMS AND CONDITIONS PROVIDED IN THIS INFORMATION MEMORANDUM AND OFFER LEITER.

FIRST/SOLE APPLICANT'S NAME IN FULL (CAPITALS) SPECIMEN SIGN

I I I I I I I I I I I I I I I I SECOND APPLICANT'S NAME IN FULL (CAPITALS) SPECIMEN SIGN

I I I I I I I I I I I I I I I I .I THIRD APPLICANTS NAME IN FULL (CAPITALS) SPECIMEN SIGN

I I I I I I I I I I I I I I I I FIRST/SOLE APPLI CANT'S ADDRESS ADDRESS

STREET

CITY

PIN PHONE FAX

FIRST/SOLE APPLICANT'S PAN/GIR NO. ____ _ IT CIRCLEJWARD/OISTRICT

I/WE ARE () COMPANY - ---

l/WE CONFIRM RESIDENTIAL STATUS AS INDIAN

TAX STATUS NON EXEMPT ( ) EXEMPT ( ) (IF EXEMPT PLEASE SPECIFY) ____ _

(IF EXEMPT, PLEASE PROVIDE SUPPORTING DOCUMENTS FROM INCOME TAX AUTHORITIES)


INVe have read and understood the terms and conditions of the issue of Debentures including the Risk Factors described in the Information Memorandum and Offer Letter and have considered these in making our decision to apply. INVe bind ourselves to these terms and conditions and wish to apply for allotment of these Debentures. We request you to please place our name(s) on the Register of Debenture Holders. The provisions of the Debenture Trust Deed are incorporated herein by reference and both the DebenlLire Holders and the Company an:i bound by the provisions of the Debenture Trust Deed and the terms and conditions set out herein. In the event of any inconsistency between the terms and conditions set out herein and · the Debenture Trust Deed, the Debenture Trust Deed shall prevail. INVe confirm that any transferee who purchases the Debentures shall similarly understand the terms and conditions of the issue of Debentures including the Risk Factors described in the Information Memorandum and Offer Letter and be bound by these terms and conditions.

TO BE FILLED IN ONLY IF THE APPLICANT IS AN INSTITUTION I COMPANY I BODY CORPORATE (INCLUDING SOCIETY)

Name of the Authorised Signatory(ies)

Sole/First Applicant's

Signature

DATE OF RECEIPT

Designation

Second Applicant's

Signature

FOR OFFICE USE ONLY DATE OF CLEARANCE

Signature

Third Applicant's

Signature

(Note: Cheque and Drafts are subject to realisation)

Sole/First Applicant's Second Applicant's Third Applicant's

Signature Signature Signature

FOR OFFICE USE ONLY DATE OF RECEIPT DATE OF CLEARANCE

(Note : Cheque and Drafts are subject to realisation)


ACKNOWLEDGMENT SLIP

(To be filled in by Applicant) SERIAL NO.

Received from-------------'---------

Address _______ ___ _______ _ _ _______ __ _

Cheque/Draft # Rs.

Drawn on on account of application of

65

I

I Debentures.

I

for


SERIES B


Corp. Office: Deserve, CST Road Junction, Opp. University of Mumbai Premises, Kalina, Santacruz (East}, Mumbai - 400098, Maharashtra, India.

I SERIES 8 DEBENTURE APPLICATION FORM SERIAL NO.

DEBENTURES APPLIED FOR: (Minimum application of _____ Debentures, in increments of _____ Debentures)

Number of Debentures In words - - - -----------Face Value INR ------- in words Rupees

Total INR _ _ _____ in words Rupees

DETAILS OF PAYMENT:

Cheque I Demand Draft No. Drawn 011

-----------------~

Funds transferred to---- --- - --- --- --------Dated ___ _ _



INDICATIVE AND THE ISSUER DOES NOT WARRANT THAT THEY ARE PERMITTED TO INVEST AS PER EXTANT LAWS, REGULATIONS, ETC. EACH INVESTOR IS REQUIRED TO CHECK AND COMPLY WITH EXTANT RULES/REGULATIONS/ GUIDELINES, ETC. GOVERNING OR REGULATING THEIR INVESTMENTS AS APPLICABLE TO THEM AND THE COMPANY IS NOT, IN ANY WAY, DIRECTLY OR INDIRECTLY, RESPONSIBLE FOR ANY STATUTORY OR REGULATORY BREACHES BY ANY INVESTOR, NEITHER IS THE COMPANY REQUIRED TO CHECK OR CONFIRM THE SAME. IN THE EVENT THE DEBENTURES ARE TRANSFERRED BY ANY DEBENTURE HOLDER, THE TRANSFEREE SHALL BE BOUND BY THE TERMS AND CONDITIONS PROVIDED IN THIS INFORMATION MEMORANDUM AND OFFER LETTER.



11 1 11111111Fl111 I THIRD APPLICANTS NAME IN FULL (CAPITALS) SPECIMEN SIGN

I I I I I I I I I I I I I I I I FIRST/SOLE APPLICANT'S ADDRESS ADDRESS

STREET

CITY

PIN PHONE FAX

FIRST/SOLE APPLICANT'S PAN/GIR NO. ____ _ IT CIRCLE/VVARD/DISTRICT

I/WE ARE ()COMPANY----

I/WE CONFIRM RESIDENTIAL STATUS AS INDIAN



INl/e have read and understood the terms and condi:i0ns7't the issue of Debentures including the Risk Factors described in the Information Mcmoranc;lum 'and Offer ,Letter and, have

/~) /

67

-) I

;, . ./


considered these in making our decision to apply. 1/1/1/e bind ourselves to these terms and conditions and wish to apply for allotment of these Debentures. We request you to please place our name(s) on the Register of Debenture Holders. The provisions of the Debenture Trust Deed are incorporated herein by reference and both the Debenture Holders and the Company are bound by the provisions of the Debenture Trust Deed and the terms and conditions set out herein. In the event of any inconsistency between the terms and conditions set out herein And . the Debenture Trust Deed, the Debenture Trust Deed shall prevail. I/We confirm that any transferee who purchases the Debentures shall similarly understand the terms and conditions of the issue of Debentures including the Risk Factors described in the Information Memorandum and Offer Letter and be bound by these terms and conditions.




Signature

DATE OF RECEIPT

Designation

Second Applicant's

Signature

~OR OFFICE USE ONLY DATE OF CLEARANCE

Signature

Third Applicant's

Signature

(Note: Cheque and Drafls are subject to realisation)


Signature Signatlire Signature

FOR OFFICE USE ONLY DATE OF RECEIPT DATE OF CLEARANCE

(Note : Cheque and Drafts are subject lo realisation)


ACKNOWLEDGMENT SLIP


Received from------- ----- --- --- - -

Address--------------------------~

Cheque/Draft # Rs.


69

I Debentures.

I

for


SERIES C

Radius & Deserve Land Developers Pvt Ltd Regd. Office: Deserve, CST Road Junction, Opp. University of Mumbai Premises, Kalina, Santacruz (East). Mumbai - 400098, Maharashtra, India.


l SERIES C DEBENTURE APPLICATION FORM SERIAL NO.

DEBENTURES APPLIED FOR: (Minimum application of ____ Debentures, in increments of _____ Debentures)

Number of Debentures ___ In words - -------'-------

Face Value INR - ---- ---in words Rupees

Total INR _ ____ ___ in words Rupees

DETAILS OF PAYMENT:

Cheque I Demand Draft No. Drawn on -------- -----------Funds transferred to----------------------Dated ____ _


DISCLAIMER: PLEASE NOTE THAT ONLY THOSE PERSONS TO WHOM THIS INFORMATION MEMORANDUM AND OFFER LETTER AND FORM PAS-4 HAS BEEN SPECIFICALLY ADDRESSED ARE ELIGIBLE TO APPLY. HOWEVER, AN APPLICATION, EVEN IF COMPLETE IN ALL RESPECTS, IS LIABLE TO BE REJECTED WITHOUT ASSIGNING ANY REASON FOR THE SAME. THE COMPANY MAY, BUT IS NOT BOUND TO REVERT TO ANY INVESTOR FOR ANY ADDITIONAL DOCUMENTS/ INFORMATION, AND CAN ACCEPT OR REJECT AN APPLICA~~.f.\S IT .DEEMS FIT. , , , .. ,;~~NT BY INVESTORS FALLING IN THE CATEG07'ES' MENTIONED ABO ~y.i~~M~ ELY

J I .... I • ( f I ~r<:;i ' ,··.,

1' if .. , · )Y

70 ;a.\:/,'J \° '. ~~0 • - .7 \, I• ').\/'.

. -~" --- --~~~-


INDICATIVE AND THE ISSUER DOES NOT WARRANT THAT THEY ARE PERMITTED TO INVEST AS PER EXTANT LAWS, REGULATIONS, ETC. ,EACH INVESTOR IS REQUIRED TO CHECK AND COMPLY WITH EXTANT RULES/REGULATIONS/ GUIDELINES, ETC. GOVERNING OR REGULATING THEIR INVESTMENTS AS APPLICABLE TO THEM AND THE COMPANY IS NOT, IN ANY WAY, DIRECTLY OR INDIRECTLY, RESPONSIBLE FOR ANY STATUTORY OR REGULATORY BREACHES BY ANY INVESTOR, NEITHER IS THE COMPANY REQUIRED TO CHECK OR CONFIRM THE SAME. IN THE EVENT THE DEBENTURES ARE TRANSFERRED BY ANY DEBENTURE HOLDER, THE TRANSFEREE SHALL BE BOUND BY THE TERMS AND CONDITIONS PROVIDED IN THIS INFORMATION MEMORANDUM AND OFFER LETTER.


I I I I I I I I 1- i=--J- 1- 1 I I I SECOND APPLICANT'S NAME IN FULL (CAPITALS) SPECIMEN SIGN

I I I I I I I I I I I I I I I I THIRD APPLICANTS NAME IN FULL (CAPITALS) SPECIMEN SIGN


STREET

CITY I

PIN PHONE FAX

FIRST/SOLE APPLICANTS PAN/GIR NO. _ ___ _ IT CIRCLE/WARD/DISTRICT

I/WE ARE ()COMPANY ___ _


TAX STATUS NON EXEMPT ( ) EXEMPT ( ) (IF EXEMPT PLEASE SPECIFY) ___ _



considered these in making our decision to apply. IN'.Je bind ourselves to these terms and conditions and wish to apply for allotment of these Deb·::rntures. We request you to please place our name(s) on the Register of Debenture Holders. Tl1e provisions of the Debenture Trust Deed are incorporated herein by reference and both the LJebenture Holders and the Company are bound by the provisions of the Debenture Trust Deed and the terms and conditions set out herein. In the event of any incnnsish'lnr:y bf!!Wf!Em thP. lt'!rms and conditions set out herein and the Debenture Trust Deed, the Debenture Trust Deed shall prevail. I/We confirm that any transferee who purchases the Debentures shall similci1 l':f understand the terms and conditions of the issue of Debentures including the Risk Factors de:scribed in the Information Memorandum and Offer Letter and be bound by these terms and conditions.

TO BE FILLED IN ONLY IF THE APPLICANT IS Af~ INSTITUTION I COMPANY I BODY CORPORATE (INCLUDING SOCIETY)

Name of the Authorised Signatory{ies)

I

I


Signature

DATE OF RECEIPT

Designation

Second Applicant's

Signature

FOR OFFICE USE ONLY DATE OF CLEARANCE

Signature

Third Applicant's

Signature



Signature Signature Signature

-FOR OFFICE USE ONLY

DATE OF RECEIPT DATE OF CLEARANCE

(Note: C/1eque and Drafts are subject to realisation)

-----------------------------------------------!TEAR bl ·~~~:,_ __________________ . - -~ --, ffe~:~,..-c,_ " ,, . " f{fft" ' ·' >--.. '/, .,;.•,- '• '-""-•"" ,_ '"IJ . • ,f.1.,, ~· ., ~~-, ..... ·~

l(~( ~ >.J< ·• ~ 'I \~~)\ .,r.. ! o-r·.:.., { t 1;:>\ \ .:; ' - 1/ • f "'' '','. ~ • '-•" ' • f'• I '\• . ... . ' ... ~.

72 '\...."(';~~. 2;!}i,J ~ /<./, "~' . '[1),. ;iY I '; --~~t.b j .... "; - --::;/.,, ·"- ·o ~-1 ~· -· ~ . ..:·


ACKNOWLEDGM ENT SLIP


Cheque/Draft # Rs.

Dra1Nn on

on account of application of

73

I

'

for Debentures.

j


SERIES D



I SERIES D DEBENTURE APPLICATION FORM SERIAL NO.

DEBENTURES APPLIED FOR: (Minimum application of ___ __ Debentures, in increments of ____ Debentures)

Number of Debentures ___ In words---- - - ------

Face Value INR ------ - in '.'Vords Rupees

Total INR -------in words Rupees

DETAILS OF PAYMENT:

Cheque I Demand Draft No. Drawn on

-----------------~

Funds transferred to-----------Dated ____ _

Total Amount Enclosed

~(l~n~F~ig~u~re=s~)-===========-.:(l~n~w~o~rd::s)-================================---_J

DISCLAIMER: PLEASE NOTE THAT ONLY T: .OSE PERSONS TO WHOM THIS INFORMATION MEMORANDUM AND OFFER LETTER AND FORM PAS-4 HAS BEEN SPECIFICALLY ADDRESSED ARE ELIGIBLE TO APPLY. HOWEVER, AN APPLICATION, EVEN IF COMPLETE IN ALL RESPECTS, IS LI ABLE TO BE REJECTED WITHOUT ASSIGNING ANY REASON FOR THE SAME. THE' COMPANY MAY, BUT IS NOT BOUND TO REVERT TO ANY INVESTOR FOR ANY ADDITIONAL DOCUMENTS/ INFORMATION, AND CAN ACCEPT OR REJECT AN APPLICATI0 1 1\ S IT DEEMS FIT. INVESTMENT BY

~·

INVESTORS FALLING IN THE CATEGO~~;:.~ .. ttNTl~NE~ Ai"E ARE:,~;RELY

. _V ~ \ /.,,;// \ I . , ;_, ' ·,.. "- . ,,, ./."<, • ·' ..... _ .. - , , ;. ;:; 11·\~ ......... _;,;,....__...~

lnformatjon Memorandum and Offer Letter

INDICATIVE AND THE ISSUER DOES NOT WARRANT THAT THEY ARE PERMITTED TO INVEST AS PER EXTANT LAWS, REGULATIONS, ETC. EACH INVESTOR IS REQUIRED TO CHECK AND COMPLY WITH EXTANT RULES/REGULATIONS/ GUIDELINES, ETC. GOVERNING OR REGULATING THEIR INVESTMENTS AS APPLICABLE TO THEM ANO THE COMPANY IS NOT, IN ANY WAY, DIRECTLY OR INDIRECTLY, RESPONSIBLE FOR ANY STATUTORY OR REGULATORY BREACHES BY ANY INVESTOR, NEITHER IS THE COMPANY REQUIRED TO CHECK OR CONFIRM THE SAME. IN THE EVENT THE DEBENTURES ARE TRANSFERRED BY ANY DEBENTURE HOLDER, THE TRANSFEREE SHALL BE BOUND BY THE TERMS AND CONDITIONS PROVIDED IN THIS INFORMATION MEMORANDUM AND OFFER LETTER.


l I I I I I I I I I I I I I I I SECOND APPLICANT'S NAME IN FULL (CAPITALS) SPECIMEN SIGN

I I I I I I I I I I I I I I I I THIRD APPLICANTS NAME IN FULL (CAPITALS) SPECIMEN SIGN


STREET

CITY

PIN PHONE FAX

FIRST/SOLE APPLICANTS PAN/GIR NO. IT CIRCLE/WARD/DISTRICT

I/WE ARE ()COMPANY ___ _





considered these in making our decision to apply. I/We bind ourselves to these terms and conditions and wish to apply for allotment of these Debentur4s. We request you to please place our name(s) on the Register of Debenture Holders. The provisions of the Debenture Trust Deed are incorporated herein by reference and both the Debentu~e Holders and the Company are bound by the provisions of the Debenture Trust Deed and !the terms and conditions set out herein. In the event of any inconsistency between the terms and conditions set out herein and the Debenture Trust Deed, the Debenture Trust Deed shall prevail. I/We confirm that any transferee who purchases the Debentures shall similarly understand the terms and conditions of the issue of Debentures including the Risk Factors describecll in the Information Memorandum and Offer Letter and be bound by these terms and conditions.

TO BE FILLED IN ONL y IF THE APPLICANT IS AN INSITITUTION I COMPANY I BODY CORPORATE (INCLUDING SOCIETY)

Name of the Authorised Designation Signature Signatory(ies)


Signature

DATE OF RECEIPT

Signature

FOR OFFICE USE ONLY DATE OF CLEARAN 8E

Signature



Signature Signature Sig mature

I FOR OFFICE USE ONLY

l_D_A_TE__:_O_F .:...:R.::.E..::_CE..::_l_P.:...:T~======= DATE OF CLEARANCE


(To be filled in by Applicant)

ACKNOWLEDGMENT SLIPI

SERIAL NO. I I I Received from I -------------------

Cheque/Draft # Rs.


77

Debentures. for


SERIES E

Radius & Deserve Land Developers Pvt Ltd Regd. Office: Deserve, CST Road Junction, Opp. University of Mumbai Premises, Kalina. Santacruz (East), Mumbai - 400098, Maharashtra, India.


I SERIES E DEBENTURE APPLICATION FORM SERIAL NO. I

DEBENTURES APPLIED FOR: DebenMes, in incremet ts of (Minimum application of

Number of Debentures In words

Face Value INR in words Rupees

Total INR in words Rupees

DETAILS OF PAYMENT:

Cheque I Demand Draft No. Drawn on

Funds transferred to Dated


Debentures)

DISCLAIMER: PLEASE NOTE THAT ONLY THOSE ~ERSONS TO WHOM THIS

~N:E~~~~!~~ :~~~:::e~u~R:NE~l~~~R T~E:~~~ y ~~~:E~~~. ~~s:p~ti~A~~:. EVEN IF COMPLETE IN ALL RESPECTS, IS LIABLE TO BE REJECTED WITHOUT ASSIGNING ANY REASON FOR THE SAME. THE COMPANY MAY, BUT IS NOT BOUND TO REVERT TO ANY INVESTOR FOR ANY ADDITIONAL DOCUMENTS/ INFORMATION, AND CAN ACCEPT OR REJECT AN APPLICA]JQ!:f.i'.AS'."n: JDEEMS FIT. INV TMENT BY INVESTORS FALLING IN THE CATEGOR~~~'., MENTIO,NED ABOV. .,J~ffe:·M~RELY

{(-:c· / • ~,,;----\1 . 1'' '"(' I ~.: . .\ '· ~· ~

78 I, I : ~-- .,_,,,.- .. ', ( '

~~.,·~·tc;. ... ;.. ·. , ,J .. ...._ J .i; \t:__..,. ... ,,. ~ (r' ,;--_ ... ,.. ·. ,• ~ ... , . ~ . •• .;,;,

o-.:~;:;,/


INDICATIVE AND THE ISSUER DOES NOT WARRANT THAT THEY ARE PERMITTED TO INVEST AS PER EXTANT LAWS, REGULATIONS, ETC. ~ACH INVESTOR IS REQUIRED TO CHECK AND COMPLY WITH EXTANT RULES/REGULATIONS/ GUIDELINES, ETC. GOVERNING OR REGULATING THEIR INVESTMENTS ~S APPLICABLE TO THEM AND THE COMPANY IS NOT, IN ANY WAY, DIRECTLY OR INP.IRECTLY, RESPONSIBLE FOR ANY STATUTORY OR REGULATORY BREACHES BY A~Y INVESTOR, NEITHER IS THE COMPANY REQUIRED TO CHECK OR CONFIRM THE SAME. IN THE EVENT THE DEBENTURES ARE TRANSFERRED BY ANY DEBENTURE HOLDER, THE TRANSFEREE SHALL BE BOUND BY THE TERMS AND CONDITIONS PROVIDED IN THIS INFORMATION MEMORANDUM AND OFFER LETTER.



I I I I I I I I I I I I I 11 I I THIRD APPLICANTS NAME IN FULL (CAPITALS) SPECIMEN SIGN

FIRST/SOLE APPLICANT'S ADDRESS ADDRESS

STREET

CITY

PIN PHONE FAX

J FIRST/SOLE APPLICANT'S PAN/GIR NO. _ ____ IT CIRCLENVARD/DISTRICT

I/WE ARE () COMPANY _ _ _ _


TAX STATUS NON EXEMPT ( ) EXEMPT ( ) (IF EXEMPT PU.EASE SPECIFY) ___ _


considered these in making our decision to apply. INl/e bind ourselves to these terms and conditions and wish to apply for allotment of these Debentures. We request you to please place our name(s) on the Register of Debenture Holders. The provi5iions of the Debenture Trust Deed are Incorporated herein by reference and both the Debentur1fe Holders and the Company are bound by the provisions of the Debenture Trust Deed and he terms and conditions set out herein . In thA AvAnt of any inconsistency between the terms tnd conditions set out herein and the Debenture Trust Deed, the Debenture Trust Deed sha I prevail. I/We confirm that any transferee who purchases the Debentures shall similarly unde stand the terms and conditions of the issue of Debentures including the Risk Factors describe in the Information Memorandum and Offer Letter and be bound by these terms and conditions.




Signature

DATE OF RECEIPT

Designation

I

Second Applicant's

Signature

FOR OFFICE USE ONLY I DATE OF CLEARANCE

Signature

Third Applicant's

Signature



Signature

!DATE OF RECEIPT

Second Applicant's Third Applicant's

Signature Sig ature

FOR OFFICE USE ONL y I DATEOFCLEARANC==E-=============-.J

(Note : Cheque and Drafts are subject to realisation)


(To be filfed in by Applicant)

ACKNOWLEDGMENT SLIPI

SERIAL NO. I I I Received from

Address ______________________ _ ___ _

Cheque/Draft # Rs.


81

Debentures. for


Promoter Name Brief l;ntroduction :--~~~~- -~~~~~--1-~~~~~~~~~~l--~~~~~~~~~~

Mr. Sanjay Chabbria Mr. Sanjay Chhabria, aged 43 years is Managing Director of Radius Group and has 21

1ears of experience in Real Estate

Industry. He is a B. Com t raduate and has been playing a vital role in transforming t e Company from the one which undertook small residential projects to a large organization undertaking high value, up 'I' arket projects. Mr. Chhabria has deep experience in all aspects of Real Estate Business; he also chairs BKC Developerf.

1 Forum, which was set up under

aegis of MMRDA He is · lso highly regarded in financial services community and Mr,mbai's office space markets. He nurtures emerging leaders l ~n the Group and pays personal attention in developing suqh talent. He is one of the most prominent developers in Mumbai and around regions and under his leadership the grojLp has been awarded: a. Apartment India - AsFa Pacific Property Awards 2013-

14

Mr. Santosh Sarcia

b.

c.

d.

Commercial High Rise Development India - Asia Pacific Property Awards 2013I14

Development Marketi g India - Asia Pacific Property Awards 2013-1 4

Commercial Property of the Year - Accommodation Times Award 2012

Mr. Santosh Sarcia is 45 yer rs old. He has been instrumental in establishing the business of Deserve Group. He is main force and has created a gobd marketing network, which has established the businessJ Santoshji mainly looks into business development & st~ateg ic partnerships. In reviewing the minutiae of the business details he also does the top down analysis of the busin~ss including liaising and overall calculating financial requirements for the long term growth of the organization. I

82


ANNE URE IL: CONSENT [ET:TER OF 'f.BE DEBENTURE l'R.USTEE

83


ANNEXlJRE Ill: DETAILS OF PROPERTIES CHARGED AS SECURITY FOR THE REDEMPTION OF DEBENTURES UNDER ISSUE

~~~~~~~~~ ~~~~~~-

(i) All that piece and parcel and parcel of land bearing CTS Nos. 262, 264, 264/1 to 7, 266, 268, 268/1, 269, 269/1 of village Magathane. Taluka Borivali, Balwadi, Teen Murti, Devipada Mitra Mandal, Borivali (E), Mumbai - 400 066 within the Registration Sub District and Registration District of Mumbai and Mumbai Suburban and within the limits of the Municipal Corporation of Greater Mumbai, totally admeasuring about 22084 sq . mtrs. (as per the property cards), and bounded as under:

On or towards East

On or towards South

On or towards West

On or towards North

Partly by property bearing CTS No. 267, 265 and 282

CTS No. 270

Partly by property bearing CTS No. 261, 202 and 199

Partly by property bearing CTS No. 259 and 282

(hereinafter referred to as "Slum Property")

(ii) Alongwith non slum plot bearing CTS Nos. 263, 263/1 and 263/2 of village Magathane, Taluka Borivali, Balwadi, Teen Murti, Devipada Mitra Manda!, Borivali (E), Mumbai - 400 066 within the Registration Sub District and Registration District of Mumbai and Mumbai Suburban and within the limits of the Municipal Corporation of Greater Mumbai totally admeasuring about 726 sq. mtrs.(as per the property cards), and known as Harsiddhi Devi Mandir. and bounded as under:

On or towards East

On or towards South

On or towards West

On or towards North

CTS No. 264(pt)

CTS No. 264(pt)

CTS No. 264(pt)

CTS No. 262

(hereinafter referred to as " Non-s lum Property")

The Slum Property and the Non-slum Property shall hereinafter be collectively referred to as the "Project Property" ; and

(iii) A ll right, title, interest, benefits, claims and demands whatsoever of the Issuer in the Project and the Project Agreements and all right, title, interest, benefits, claims and demands whatsoever of the Issuer in, to, under and in respect of the monies lying in the Escrow Account and in all funds from time to time deposited therein or elsewhere in accordance with the terms of the Escrow Account Agreement or other securities representing all amounts credited to the Escrow Account and all other receivables, monies, benefits, rights (whether monetary or otherwise)arising out of/available to the Project or Project Agreements including but not limited to the insurance proceeds whether deposited in the Escrow Account or otherwise {hereinafter referred to as the " Other Assets").

84 7./~ . '

' ·,

__/


ANNEXURE IV

AUDITED FINANCIALS OF THE ISSUER

85

,J }{