Information Memorandum/ Disclosure Document (For Private ... · The rating may be subject to revision or withdrawal at any time by the assigning rating agency and each rating should

Information Memorandum / Private & Confidential Disclosure Document Not For Circulation

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Information Memorandum/ Disclosure Document (For Private Circulation only) GENERAL RISKS Investment in debt and debt related securities involve a degree of risk and investors should not invest any funds in the debt instruments, unless they can afford to take the risks attached to such investments. For taking an investment decision, the investors must rely on their own examination of the Company and the Issue including the risks involved. The Debentures have not been recommended or approved by Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee the accuracy or adequacy of this document. ISSUER’S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, that the information contained in this Information Memorandum/ Disclosure Document is true and correct in all material respects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. ISSUE SCHEDULE

ISSUE TO OPEN ON March 10, 2011 ISSUE TO CLOSE ON March 14, 2011

CREDIT RATING The Debentures have a long term rating of BWR BBB (SO) by Brickworks. The rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. The rating may be subject to revision or withdrawal at any time by the assigning rating agency and each rating should be evaluated independently of any other rating. The rating agency has a right to suspend or withdraw the rating at any time on the basis of factors such as new information or unavailability of information or any other circumstances which it believes may have an impact. LISTING The Debentures are proposed to be listed on the wholesale debt market segment of the Bombay Stock Exchange Limited (“BSE” or the “Stock Exchange”)

ISSUER DEBENTURE TRUSTEE REGISTRAR TO ISSUE

Century Real Estate Holding Private Limited

IDBI Trusteeship Services Limited TSR Darashaw Limited

10/1, Lakshminarayana Complex, Ground Floor, Palace Road, Bengaluru, Karnataka, 560 052, India Tel : +91 80 41131401

Asian Building, Ground Floor 17, R. Kamani Marg Ballard Estate, Mumbai – 400 001 India

6-10, Haji Moosa Patrawala Industrial Estate, 20, Dr. E. Moses Road, Mahalaxmi, Mumbai- 400 011, India

Tel: +91 80 40453453 Tel: +91 22 40807000 Tel: +91 22 66568484

Fax: +91 80 40453409 Fax: +91 22 66311776 Fax: +91 22 66568494 Email: [email protected] Website: www.centuryrealestate.in Contact Person: Mr. Vivekananda Nayak

Email: [email protected] Website: www.idbitrustee.co.in Contact Person: Ms. Brindha Venkatraman

Email: [email protected] Website: www.tsrdarashaw.com Contact Person: Ms. Nandini Nair

NOTE: This Information Memorandum/ Disclosure Document of private placement is neither a prospectus nor a statement in lieu of a prospectus. This information Memorandum/Disclosure Document has been prepared for the purpose of listing of the Non-Convertible Debentures issued by the Company This is only an information brochure intended for private use and should not be construed to be a prospectus and/or an invitation to the public for subscription to Debentures under any law for the time being in force.

Issued and allotted 1,700 Rated Redeemable Secured Non-Convertible Debentures of Face Value of Rs. 10,00,000/- each, aggregating to 170 Crores on a Private Placement basis in the Financial Year 2010-11.

Credit Rating BWR BBB (SO) by Brickwork Ratings India Private Limited


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DEFINITIONS AND ABBREVIATIONS

The Company / Issuer / Century Real Estate/ Century Real Estate Holdings Private Limited/ Century/ CREH

Century Real Estate Holdings Private Limited, a company incorporated under the Companies Act, 1956 and having its registered office at 10/1, Lakshminarayana Complex, Ground Floor, Palace Road, Bengaluru, Karnataka, 560 052, India

Allotment Intimation An advice informing the allottee of the number of Letter(s) of Allotment/Debenture(s) allotted to him in Physical / Electronic (Dematerialised) Form

Allot/Allotment/Allotted Unless the context otherwise requires or implies, the allotment of the Debentures pursuant to the Issue

Articles / AoA Articles of Association of the Company

Board Board of Directors of the Company or a Committee thereof

Credit Rating Agency Brickwork Ratings India Pvt. Ltd. or any other Rating Agency, appointed from time to time

Coupon Payment Date Date of payment of interest on the Debentures

Date of Allotment The date on which Allotment for the Issue, will be made

Debentures 1700, Rated Redeemable Secured Non-Convertible Debenture(s) of face value of Rs 10,00,000/- each aggregating to Rs 170 Crores issued and allotted by the Issuer

Debentureholder(s) The investors who will be Allotted Debentures

Debenture Trustee IDBI Trusteeship Services Limited (ITSL)

Depository/ies National Securities Depository Limited (NSDL) / Central Depository Services (India) Limited (CDSL)

Designated Account A separate account opened for the purpose of servicing the interest and principal payments on the Debentures

DP Depository Participant

FEMA Regulations The Regulations framed by the RBI under the provisions of the Foreign Exchange Management Act, 1999, as amended from time to time

FII

Foreign Institutional Investor (as defined under the Securities and Exchange Board of India (Foreign Institutional Investors) Regulations, 1995) registered with SEBI

I.T. Act The Income-tax Act, 1961 as amended from time to time

Information Memorandum/ Disclosure Document

This Information Memorandum

Issue Rated Redeemable Secured Non-Convertible Debentures issued on a Private Placement basis

Issue Amount Rs. 170 Crores (Rupees One Hundred Seventy Crores only)

ISIN International Securities Identification Number

Memorandum / MoA Memorandum of Association of the Company

Mn Million

Mutual Fund A mutual fund registered with SEBI under the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996.


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NCD(s) 1700, Rated Redeemable Secured Non-Convertible Debenture(s) of face value of Rs 10,00,000/- each aggregating to Rs 170 Crores issued and allotted by the Issuer

Pay In Date The date on which the Debenture-holders shall make payment for subscription to the Debentures.

Registrar/Registrar to the Issue

TSR Darashaw Limited.

ROC The Registrar of Companies, Bengaluru, Karnataka

RTGS Real Time Gross Settlement, an electronic funds transfer facility provided by RBI

RBI The Reserve Bank of India

SEBI Securities and Exchange Board of India constituted under the Securities and Exchange Board of India Act, 1992 (as amended from time to time)

SEBI Regulations The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued by SEBI

Shut Period 3 days from each record date

Stock Exchange The Bombay Stock Exchange Limited

The Act The Companies Act, 1956 (as amended from time to time)

Transaction Document/ Definitive Document(s)

Debenture Trustee Agreement, Debenture Trust Deed and / or any other documents/Agreements executed / to be executed for issue of Debentures and/or pursuant to issue of Debentures

XIRR

XIRR shall mean an amount to be received by the Debentureholder(s) sufficient to cause the Debentureholder(s) to receive, as of the date of determination, an aggregate internal rate of return of a stated rate per annum on the Issue Amount. For such purposes, the internal rate of return shall be calculated using the “XIRR” function in the Microsoft Excel and using the contributions and advances made (including the Issue Amount) or credited as the investment “out-flows”, with coupon, redemption price, compensation proceeds and proceeds (if any) from the Projects distributed to the Debentureholder(s) taken into account as “in-flows”.


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TABLE OF CONTENTS

Particulars Page No.

Disclaimer 5

General Information 7

Issuer Profile 10

Capital Structure 11

Details of Securities issued, allotted and sought to be listed 15

Details of past borrowings 16

Major Share / Debt Holders 17

Material Contracts and Events 19

Brief Offer Details 20

Debenture Trustee 22

Issue Procedure 23

Other Regulatory & Statutory Disclosures 27

Annexure I – Summary Term Sheet 29

Annexure II – Undertaking by the Company 31


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DISCLAIMER This Information Memorandum/ Disclosure Document is neither a Prospectus nor a Statement in lieu of a Prospectus. The issue of Debentures to be listed on the Bombay Stock Exchange Limited has been made strictly on a private placement basis.This information Memorandum/Disclosure Document has been prepared for the purpose of listing of the Non-Convertible Debentures issued by the Company.It does not constitute and shall not be deemed to constitute an offer or an invitation to subscribe to the Debentures to the public in general. This Information Memorandum/ Disclosure Document should not be construed to be a prospectus or a statement in lieu of prospectus under the Companies Act. This Information Memorandum/ Disclosure Document have been prepared in conformity with the SEBI (Issue and Listing of Debt Securities) Regulations, 2008. Therefore, as per the applicable provisions, copy of this Information Memorandum/ Disclosure Document has not been filed or submitted to the SEBI for its review and/or approval. Further, since the Issue will be made on a private placement basis, the provisions of Section 60 of the Companies Act shall not be applicable and accordingly, a copy of this Information Memorandum/ Disclosure Document has not been filed with the ROC or the SEBI. This information Memorandum/Disclosure Document has been prepared for the purpose of listing of the Non-Convertible Debentures issued by the Issuer.This Information Memorandum/ Disclosure Document has been prepared to provide general information about the Issuer. This Information Memorandum / Disclosure Document do not purport to contain all the information that any potential investor may require. Neither this Information Memorandum/ Disclosure Document nor any other information supplied in connection with the Debentures is intended to provide the basis of any credit or other evaluation and any recipient of this Information Memorandum/ Disclosure Document should not consider such receipt a recommendation to purchase any Debentures. Each investor contemplating purchasing any Debentures should make its own independent investigation of the financial condition and affairs of the Issuer, and its own appraisal of the creditworthiness of the Issuer. Potential investors should consult their own financial, legal, tax and other professional advisors as to the risks and investment considerations arising from an investment in the Debentures and should possess the appropriate resources to analyze such investment and the suitability of such investment to such investor's particular circumstances. The Issuer confirms that, as of the date hereof, this Information Memorandum/ Disclosure Document (including the documents incorporated by reference herein, if any) contains all information that is material in the context of the Issue and sale of the Debentures, is accurate in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements herein, in the light of the circumstances under which they are made, not misleading. No person has been authorized to give any information or to make any representation not contained or incorporated by reference in this Information Memorandum/ Disclosure Document or in any material made available by the Issuer to any potential investor pursuant hereto and, if given or made, such information or representation must not be relied upon as having been authorized by the Issuer. This Information Memorandum/ Disclosure Document and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly and specifically through a communication by the Company. All investors are required to comply with the relevant regulations/guidelines applicable to them. It is not intended for distribution to any other person and should not be reproduced by the recipient.


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The person who is in receipt of this Information Memorandum/ Disclosure Document shall maintain utmost confidentiality regarding the contents of this Information Memorandum and shall not reproduce or distribute in whole or part or make any announcement in public or to a third party regarding the contents without the consent of the Issuer. Each person receiving this Information Memorandum/ Disclosure Document acknowledges that: Such person has been afforded an opportunity to request and to review and has received all additional information considered by it to be necessary to verify the accuracy of or to supplement the information herein; and Such person has not relied on any intermediary that may be associated with issuance of Debentures in connection with its investigation of the accuracy of such information or its investment decision. The Issuer does not undertake to update the Information Memorandum/ Disclosure Document to reflect subsequent events after the date of the Information Memorandum/ Disclosure Document and thus it should not be relied upon with respect to such subsequent events without first confirming its accuracy with the Issuer. Neither the delivery of this Information Memorandum/ Disclosure Document nor any sale of Debentures made hereunder shall, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of the Issuer since the date hereof. This Information Memorandum/ Disclosure Document does not constitute, nor may it be used for or in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation. No action is being taken to permit an offering of the Debentures or the distribution of this Information Memorandum/ Disclosure Document in any jurisdiction where such action is required. The distribution of this Information Memorandum/ Disclosure Document and the offering and sale of the Debentures may be restricted by law in certain jurisdictions. Persons into whose possession this Information Memorandum comes are required to inform themselves about and to observe any such restrictions. The Information Memorandum/ Disclosure Document is made available to investors in the Issue on the strict understanding that the contents hereof are strictly confidential.


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GENERAL INFORMATION NAME AND ADDRESS OF REGISTERED OFFICE Century Real Estate Holdings Private Limited 10/1, Lakshminarayana Complex, Ground Floor, Palace Road, Bengaluru, Karnataka, 560 052, India Tel : +91 80 41131401 COMPOSITION OF BOARD OF DIRECTORS

Name Position Address

Mr. Ravindra Pai Managing Director 25, Madhuvan, Bellary Road Byatarayanpura, Bengaluru - 560092 India

Mr. Dev Patel Executive Director (Projects) 130, Railway Parallel Road, Kumara Park (W) Bengaluru – 560020, India

Mr. Ashwin Pai Executive Director (Sales and Marketing)

9, 8th Main, Raj Mahal Vilas, Bengaluru – 560080, India

Mr. Mahesh Prabhu Executive Director (Finance and Accounts)

246-A, 9th Cross, NTI Layout, Vidyaranyapura, Bengaluru – 560097 India

COMPANY SECRETARY / COMPLIANCE OFFICER Mr. Vivekananda Nayak Century Real Estate Holdings Private Limited No. 74, 4th Floor, Prestige Feroze, Cunningham Road, Bengaluru, Karnataka, 560 052, India Tel: +91 80 4045 3453 Fax: +91 80 4045 3409 Email : [email protected] Website : www.centuryrealestate.in Investors can contact the compliance officer in case of any post-Issue related problems such as non-receipt of letters of allotment, credit of debentures, interest on application money etc in the respective beneficiary account or refund orders, etc.


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AUDITORS Lovelock and Lewes Chartered Accountants 5th Floor, Tower D, The Millenia 1 & 2 Murphy Road, Ulsoor Bengaluru – 560 008 India Tel: +91 80 4079 5000 Fax: +91 80 4079 5222 DEBENTURE TRUSTEE IDBI Trusteeship Services Limited Asian Building, Ground Floor, 17. R. Kamani Marg, Ballard Estate, Mumbai 400 001 India Tel : +91 22 4080 7000 Fax : +91 22 6631 1776 Contact Person: Ms.Brindha Venkatraman Email: [email protected] Website: www.idbitrustee.co.in REGISTRAR TO THE ISSUE TSR Darashaw Limited Address: 6-10, Haji Moosa Patrawala Industrial Estate, 20, Dr. E. Moses Road, Mahalaxmi, Mumbai - 400 011 Tel: +91 22 66568484 Email: [email protected] Website: www.tsrdarashaw.com Contact Person: Ms. Nandini Nair


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ISSUER PROFILE Brief summary of the business/activities of the Company & its line of business Established in 1973, Century Group (“Century Group”) is a renowned real estate group in Bengaluru. Group has over the years evolved itself to become a full service real estate developer. The Group initially focused on acquiring and consolidating land parcels on large scale. Since 2004, Century has transitioned into a full service real estate developer by launching projects under their own brand through undertaking developments under Century Real Estate Holdings Private Limited. Over the past few years, the Company owns approximately 1 million square feet (“mn sft”) of completed development and is currently undertaking about 3 mn sft under various stages of development. Also, the company has successfully tied-up with strategic and financial partners to optimally develop the real estate assets. Currently, Century’s portfolio includes over 1,200 acres of free-hold land spread majorly across Bengaluru and a development portfolio of over 21 million square feet comprising residential, commercial, hotels, educational institutions and integrated townships. Brief history of the Company since its incorporation and changes in its capital structure and borrowings, if any Century Group commenced its operation in 1973 and in the early years expanded into development and sale of plotted layouts. In 1988, Century for the first time entered into joint development arrangements wherein Century contributes land as equity and developer carries out construction work in land. Century, through the 1990s, continued to use the joint development model to monetise land parcels. Since then, Century has partnered with all the leading builders in Bengaluru towards development of more than 10 mn sqft of residential and commercial buildings including marquee projects like Taj Residency, Manipal Centre, Manipal Hospital and Vijaya Bank Head Office among others. Since 2004, Century transitioned into an independent full-spectrum development company. CREH was incorporated on March 13, 2007 under the Companies Act as the holding company of the Group that undertakes real estate development projects. Currently, CREH is developing about 3 mn sft under various stages of completion and proposes to develop approximately 21 mn sft over the next five years. Over the last 35 years, Century has been committed to growing its organization, from two founders in 1973 to a staff of 317 dedicated real estate professionals. Going forward, the Company intends to focus on independent development of properties while also continuing with the model of joint development partnerships. The Company will also continue to form strategic alliances with reputed developers and financial partners in order to unlock better real estate value of existing land banks.


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CAPITAL STRUCTURE Capital Structure as at February 28, 2011

Share Capital Amount (Rs in Mn)

A. Authorized Capital 7,60,00,000 Equity shares Class A of Rs 10 each 2,40,00,000 Equity shares Class B of Rs 10 each 28,00,00,000 15% Participatory Cumulative Fully Convertible Preference Shares of Rs 10 each

760 240 2800

B. Issued, Subscribed and Paid-up Capital

7,60,00,000 Equity shares Class A of Rs 10 each 2,40,00,000 Equity shares Class B of Rs 10 each 27,80,39,878 15% Participatory Cumulative Fully Convertible Preference Shares of Rs 10 each

760 240 2780.4

C. Paid Up Capital after the present issue 3780.4

100,000,000 Equity Shares of Rs 10 each 278,039,878 Preference Shares of Rs 10 each

1000.0 2780.4

Details of the changes in the share capital structure of the Company since inception is given below: History of Authorized Share Capital Sr. No Date Particulars Authorized Capital (In Rs)

1. March 13, 2007 Incorporation Rs 2.00 Crores divided into

2000000 Equity Shares Class A of Rs 10/- each.

2. May 23, 2007 Increased by

Rs 24.00 Crores divided into 24000000 Equity Shares Class A of Rs 10/- each.

Rs 24.00 Crores divided into 24000000 Equity Shares Class B of Rs 10/- each

Rs 150.00 Crores divided into 150000000 Preference Shares of Rs 10/- each

3. Aug 22, 2007 Increased by

Rs 10.00 Crores divided into 10000000 Equity Shares Class A of Rs 10/- each

Rs 40.00 Crores divided into 40000000 Preference Shares of Rs 10/- each

4. Mar 06, 2008 Increased by Rs 90.00 Crores divided into

90000000 Preference Shares of Rs 10/- each

5. Oct 28, 2010 Increased by Rs 40.00 Crores divided into

40000000 Equity Shares Class A of Rs 10/- each


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History of Issued, Subscribed and Paid-Up Equity Share Capital: Date of Allotment Number of

shares Type of Share Face

Value Rs

Nominal Value Rs

Issue Price Rs

Remarks

13-Mar-2007 10000 Equity-Class A 10 10 10 Mr. Dayanand Pai subsequently transferred to Mr. Ravindra Pai on 14-May-2007

13-Mar-2007 10000 Equity-Class A 10 10 10 Mr. Satish Pai subsequently transferred to Mr. Ashwin Pai on 14-May-2007

31-May-2007 11990000 Equity-Class A 10 10 10 Mr Ravindra pai 31-May-2007 11990000 Equity-Class A 10 10 10 Mr. Ashwin Pai 01-June-2007 23000000 Equity-Class B 10 10 10 Drawbridge Century Holdings

Ltd 31-Aug-2007 500000 Equity-Class A 10 10 10 Mr Ravindra Pai 31-Aug-2007 500000 Equity-Class A 10 10 10 Mr. Ashwin Pai 01-Nov-2007 1000000 Equity-Class B 10 10 10 Drawbridge Century Holdings

Ltd 29-Oct-2010 25500000 Equity -Class A 10 10 10 Mr. Ravindra pai 29-Oct-2010 25500000 Equity -Class A 10 10 10 Mr. Ashwin Pai

History of Issued, Subscribed and Paid-Up Preference Share Capital:

Date of Allotment

Number of Preference Shares

Face Value per Preference Share (Rs)

Issue Price per Preference Share (Rs)

Nature of Consideration (cash, bonus, other than cash)

Reasons for Allotment

Cumulative Preference Share Capital (Rs)

Individuals/ entities to whom Preference Shares allotted

June 01, 2007

118,225,000 10.00 10.00 Cash 15%Participatory Cumulative fully Convertible Preference Shares

1182,250,000 Drawbridge Century Holding Limited

November 01, 2007



September 01, 2008



September 12, 2008


87,500,000 P Ravindra Pai

September 12, 2008


87,500,000 P Ashwin Pai


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DETAILS OF SECURITIES ISSUED, ALLOTTED AND SOUGHT TO BE LISTED Instrument Rated Redeemable Secured Non-Convertible Debenture(s)

issued and allotted by the Issuer Denomination of the Instrument/ Face Value

Rs 10,00,000/- per Debenture

Issue Price At Par No. of Debentures 1,700 (One Thousand Seven Hundred) Debentures Tenor 48 months from the Date of Allotment (Tenor”) Coupon 20.00% per annum (4.67% per quarter compounded quarterly) Issue Amount Rs 170 Crores Rating BWR BBB (SO) by Brickwork Ratings India Pvt. Ltd. Security The NCDs are secured Redemption The Company, from time to time, with consent of

Debentureholder(s) may partially or fully redeem the Debentures, during the Tenor.

Interest Frequency Quarterly Mode of Placement Private Placement Dematerialized Yes Day Count Basis Actual / Actual Business Days Bengaluru Purpose The Issue Proceeds will be used for general corporate purposes

and for the purposes of development of following two land parcels (“Projects”):

11.81 acres located on Bellary Road, Bengaluru, and 9.73 acres located on Kodihalli, Bengaluru


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DETAILS OF PAST BORROWINGS The details of past borrowings as at December 31, 2010 are as below.

S.No. Name of the Lender Amount Outstanding (Rs Million)

1 ICICI Bank 513.4

2 Saraswat Bank 2,000.0

3 Non-Convertible Debentures 1,000.0

4 Kotak Mahindra Bank (LRD) 112.5

Total 3,625.9 Debt Securities issued (i) for consideration other than cash, whether in whole or part. (ii) at a premium or discount, or (iii) in pursuance of an option The Company till date has not issued any debt securities for consideration other than cash or discount or premium in pursuance of an option.


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MAJOR SHARE / DEBT HOLDERS Details of highest ten holders of each kind of securities of the Company as on date December 31, 2010: Equity Shares :

Name & Address of the Shareholder No. of Shares Held

Mr. P Ravindra Pai (CLASS A) #25, Farm House, Bellary Road, Byatarayanapura, Bengaluru – 560092

38,000,000

Mr. Ashwin Pai (CLASS A) No. 9, 8th Main, Raj Mahal Vilas, Bengaluru – 560080

38,000,000

M/s Drawbridge Century Holdings Ltd. (CLASS B) Mauritius, (Fortress Capital) C/o. Citco (Mauritius) Limited, 4th Floor, Tower A, 1 Cyber City, Ebene, Mauritius.

24,000,000

Preference Shares :

Name & Address of the Shareholder No. of Shares Held

M/s Drawbridge Century Holdings Ltd. Mauritius, (Fortress Capital) C/o. Citco (Mauritius) Limited, 4th Floor, Tower A, 1 Cyber City, Ebene, Mauritius.

260,539,878

Mr. P Ravindra Pai #25, Farm House, Bellary Road, Byatarayanapura, Bengaluru – 560092

8,700,000

Mr. Ashwin Pai No. 9, 8th Main, Raj Mahal Vilas, Bengaluru – 560080

8,700,000

Debt Holders

S.No. Name of the Lender Amount Outstanding (Rs Million)

1 ICICI Bank 513.4

2 Saraswat Bank 2,000.0

3 Non-Convertible Debentures 1,000.0

4 Kotak Mahindra Bank (LRD) 112.5

Total 3,625.9


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DEBT – EQUITY RATIO Particulars Ratio Prior to the current Issue 0.96 Post the current Issue 1.41

Notes:

(i) Equity is as on December 31, 2010 (both pre-issue and post-issue) (ii) Debt in pre-issue is as on December 31, 2010 (unaudited figure) (iii) Debt in post-issue is as on December 31, 2010 (unaudited figure)

SERVICING OF EXISTING DEBT, PAYMENT OF DUE INTEREST ON DUE DATES ON TERM LOANS AND DEBT SECURITIES - There has been no default in payment of due interest and company is honoring its present commitments. The Company undertakes to discharge all liabilities in time and that there would be no default in payment of interest and principal amounts. PERMISSION /CONSENT FOR FIRST PARI-PASSU CHARGE All permissions for creation of charge has been obtained and the Company has already created charge for the same.


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MATERIAL CONTRACTS, AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER Our Company, in the ordinary course of its business, enters into various agreements, including loan agreements and joint venture agreements, which may contain certain financial obligations and/or provisions which may have an impact on its financial condition. Such contracts or agreements may be inspected at the Registered Office of the Issuer from 10.00am to 1.00pm on all working days till the issue closing date: Material Contract & Documents: 1) Copy of the letter from TSR Darashaw Limited to the Company giving their consent to act as

the Registrar and Transfer Agent to the issue. 2) Copy of letter from IDBI Trusteeship Services Limited to the Company giving their consent

to act as Debenture Trustee to the issue. 3) Memorandum and Articles of Association of the Company, as amended from time to time 4) The Company’s certificate of incorporation dated March 13, 2007 5) Simple mortgage deed 6) Debenture Trust Deed with IDBI Trusteeship Services Limited 7) Certified True Copy of the Resolution empowering the Board of Directors for the issuance of

debentures and empowering other related matte` 8) Certified True Copy of the Resolution of the Board to borrow money. 9) Certified True Copy of the Resolution of the Board to create mortgage / charge over its

property in favour of Debenture Trustee. 10) Escrow Agreement , Debenture Subscription Agreement and Debenture Trustee Agreement 11) Tripartite Agreement among NSDL, the Company and the Registrar to the Issue 12) Credit Rating report issued by Brickworks. 13) Asset Cover Certificate 14) Audited Accounts of the Issuer for the year ended March 31, 2010 MATERIAL EVENTS Any material event/development or change at the time of issue or subsequent to the issue which may affect the issue or the investor’s decision to invest/continue to invest in the debt securities : In the opinion of the Company, except the general market risks, there have been no circumstances that materially and adversely affect or are likely to affect the business of the Issuer or the value of its assets or its ability to pay its liabilities, within the next twelve months.


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BRIEF OFFER DETAILS (a) The Issue Century Real Estate Holdings Private Limited had issued and allotted 1,700 Rated Redeemable Secured Non-Convertible Debentures of Face Value of Rs 10,00,000/- each, aggregating up to Rs 170 Crore, issued on a Private Placement basis in the Financial Year 2010-11. (b) Utilization of the Issue Proceeds Issue proceeds shall be used for general corporate purposes and for the development of Projects. The Main Objects Clause of the Memorandum of Association of the Company enables it to undertake the activities for which the funds have been raised through the issue and also the activities which the Company has been carrying out till date. (c) Listing The NCDs are proposed to be listed on Wholesale Debt Segment (WDM) of The Bombay Stock Exchange Limited, Mumbai (BSE). (d) Rating The Company has obtained Long Term Rating of BWR BBB (SO) from Brickwork Ratings India Pvt. Ltd. (e) Redemption Price Redemption Price shall be the sum of Issue Amount and a premium. The premium will be an amount such that the Debentureholder(s), on the receipt of coupon and such premium and the redemption of the Issue Amount, receive an XIRR of 20% on Issue Amount, from Date of Allotment. (f) Redemption The Company, from time to time, with consent of Debentureholder(s) may partially or fully redeem the Debentures, during the Tenor. (g) Period of Maturity 48 months from the Date of Allotment (h) Coupon Rate 20% per annum (4.67% per quarter, compounded quarterly) (j)Discount / Effective Price to Investor The Debentures have been issued at face value and no discount has been offered on the Debenture.


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(k) Security The NCDs are secured through

First charge by creation of a mortgage on Company’s portion of Projects’ land and built-up area,

Additional collateral in the form of mortgage on land admeasuring 55 (fifty five) acres 12 (twelve) guntas situated at Vasudevapura, Yelahanka Hobli, Bengaluru North Taluk, Bengaluru,

First charge on the Projects’ receivables, Post Dated Cheques, The personal guarantees of the Promoters, and The guarantee by the Company and its affiliates

DEBENTURE TRUSTEE The Company has appointed IDBI Trusteeship Services Limited (ITSL) as the Debenture Trustee. All the rights and remedies of the Debentureholder(s) shall vest in and shall be exercised by the Debenture Trustee without referring to the Debentureholder(s). All investors are deemed to have irrevocably given their authority and consent to IDBI Trusteeship Services Limited to act as their debenture trustee and for doing such acts and signing such documents to carry out their duty in such capacity. Any payment by the Company to the Debenture Trustee on behalf of the Debentureholder(s) shall discharge the Company pro tanto to the Debentureholde(s) Resignation/retirement of the Debenture Trustee shall be as per terms of the Debenture Trust Deed entered into between the Company and the Debenture Trustee. A notice in writing to the Debentureholder(s) shall be provided for the same. In case of any contradiction between this Information Memorandum / Disclosure Document and the Transaction Document(s) to be signed / already signed, the contents of the latter shall prevail. Nothing in this Information Memorandum/Disclosure Document shall constitute and/or deem to constitute an offer or an invitation to an offer, to be made to the Indian public or any section thereof through this Information Memorandum/Disclosure Document, and this Information Memorandum/Disclosure Document and its contents should not be construed to be a prospectus under the Companies Act.


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ISSUE PROCEDURE Issue Programme ISSUE OPENED ON March 10, 2011 ISSUE CLOSED ON March 14, 2011 DATE OF ALLOTMENT March 14, 2011

Procedure and Time of Schedule for Allotment and Issue of Certificates The Debentures under this offer will be allotted to such persons as are authorized by the Board by way of a Letter of Allotment. Basis of Allotment The Company has the sole and absolute right to allot the Debentures to Debentureholder(s). Dispatch of Refund Orders if any The Company shall ensure dispatch of refund orders by registered post. Loss of Interest Cheques/Refund Cheques If any Loss of interest cheques/refund cheques should be intimated to the Company along with request for duplicate issue. The issue of duplicates in this regard shall be governed by applicable law and any other conditions as may be prescribed by the Company. Computation of interest Interest for each of the interest periods shall be computed on Actual/Actual basis, on the principal outstanding on the Debentures at the coupon rate from the Date of Allotment or the last Coupon Payment Date. Interest at the coupon rate will be paid only to the Debentureholder(s) registered in the Register of Debentureholder(s) or to the Beneficial Owners. Such interest will be paid quarterly. If such interest is not paid by the Issuer to the Debentureholder(s) then the same shall be compounded quarterly at the coupon rate with no additional penal interest is required to be paid by the Issuer. In the case of joint holders of Debentures, interest shall be payable to the first named Debenture holder. For the purpose of registering a transfer of Debentures prior to the Record Date, the Debenture certificate(s)/letter(s) of the Allotment, a duly stamped transfer deed and all supporting documents must reach the Company at its Registered Office at least seven Working Days before the Record Date. The provisions of the Depositories would be compiled by the Registrar for facilitating interest payment by the Company on the Coupon Payment Date. Tax as applicable under the IT Act or any other statutory modification or re-enactment thereof will be deducted at source on the interest payable on the Debentures. Tax exemption certificate/document/form, under Section 193 of the IT Act if any, must be lodged at the Registered Office of the Issuer, at least 15 days before the relevant interest payment becoming due.


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Payment on Redemption Payment of the redemption amount (including redemption premium, if any as decided by the Debentureholder & the Company) of the Debentures, on maturity or in case of early repayment for full amount or part thereof, will be made by our Company to the beneficiaries as per the beneficiary list provided by the Depositories as on the Record Date fixed for the purpose. However, the redemption of full principal can not be made until the Debentureholder(s) (acting directly or through the Debenture Trustee) and the Company arrive at the redemption premium payable on redemption of these NCDs. The Debentures shall be taken as discharged on payment of the redemption amount (including redemption premium ,if any as decided by the Debentureholder and the Company) by the Company to the beneficiaries as per the beneficiary list. Such payment will be a legal discharge of the liability of our Company towards the Debentureholder(s). Splitting and Consolidation Splitting and consolidation of the Debentures is not applicable in the demat mode form since the saleable lot is one Debenture. Power of Company to exercise right to re-purchase and/or re-issue the Debentures The Company will have the power, exercisable at its sole and absolute discretion from time to time, to re-purchase a part or all of its Debentures from the secondary markets or otherwise, at any time prior to the maturity date, subject to applicable law and in accordance with the prevailing guidelines/regulations issued by the RBI, the SEBI and other authorities. In the event of a part or all of its Debentures being repurchased as aforesaid or redeemed under any circumstances whatsoever, the Company shall have, and shall be deemed always to have had, the power to reissue the Debentures either by reissuing the same Debentures or by issuing other debentures in their place. Further, in respect of such re-purchased/re-deemed Debentures, the Company shall have the power, exercisable either for a part or all of those Debentures, to cancel, keep alive, appoint nominee(s) to hold or reissue at such price and on such terms and conditions as it may deem fit and as permitted by law. Mode of Transfer The Debentures shall be transferable freely to all classes of eligible Investors The Debenture(s) shall be transferred and/ or transmitted in accordance with the applicable provisions of the Act and other applicable laws. The provisions relating to transfer, transmission and other related matters in respect of shares of the Issuer contained in the Articles of Association and the Act shall apply, mutatis mutandis (to the extent applicable to debentures), to the Debentures as well. The Debentures held in dematerialised form shall be transferred subject to and in accordance with the rules/ procedures as prescribed by NSDL/ CDSL and the relevant DP’s of the transferor or transferee and any other applicable laws and rules notified in respect thereof. The transferee(s) should ensure that the transfer formalities are completed prior to the Record Date. In the absence of the same, interest will be paid/ redemption will be made to the person, whose name appears in the register of debenture holders maintained by the Depositories under all circumstances. In cases where the transfer formalities have not been completed by the transferor, claims, if any, by the transferees would need to be settled with the transferor(s) and not with the Issuer. The normal procedure followed for transfer of securities held in dematerialized form shall be followed for transfer of these Debentures held in electronic form. The seller should give delivery instructions containing details of the buyer’s DP account to his DP. Investors may note that subject to applicable law, the Debentures of the Issuer would be issued and traded in dematerialised form only.


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Succession In the event of demise of a Registered Debentureholder, or the first holder in the case of joint holders, the Company will recognize the executor or administrator of the demised Debentureholder or the holder of succession certificate or other legal representative of the demised Debentureholder as the Registered Debentureholder of such Debentures, if such a person obtains probate or letter of administration or 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 and delivers a copy of the same to the Company. The Company may in its absolute discretion, where it thinks fit, dispense with the production of the probate or letter of administration or succession certificate or other legal representation, in order to recognize such holder as being entitled to the Debentures standing in the name of the demised Debentureholder(s) on production of sufficient documentary proof or indemnity. In case a person other than individual holds the Debentures, the rights in the Debentures shall vest with the successor acquiring interest therein, including liquidator or such any person appointed as per the applicable law. Notices The Company agrees to send notice of all meetings of the Debentureholder(s) specifically stating that the provisions for appointment of proxy as mentioned in Section 176 of the Companies Act shall be applicable for such meeting. The notices, communications and writings to the Debentureholder(s) required to be given by the Company shall be deemed to have been given if sent by registered post to the Registered Debentureholder(s) at the address of the Debentureholder(s) registered with the Registered Office. All notices, communications and writings to be given by the Debentureholder(s) shall be sent by registered post or by hand delivery to the Company at its Registered Office or to such persons at such address as may be notified by the Company from time to time and shall be deemed to have been received on actual receipt of the same. Rights of Debentureholder(s) The Debentureholder(s) shall not be entitled to any right and privileges of shareholders other than those available to them under the Companies Act and /or under the Transaction Document/(s).The Debentures shall not confer upon the holders the right to receive notice(s) or to attend and to vote at any general meeting(s) of the shareholders of the Company. Governing Laws and Jurisdiction The Debentures are governed by and will be construed in accordance with the Indian law. The Company, the Debentureholder(s) obligations shall, at all times, be subject to the directions of the RBI and the SEBI. The Debentureholder(s), by purchasing the Debentures, agree that the Bengaluru High Court shall have exclusive jurisdiction with respect to matters relating to the Debentures. Effect of Holidays Should any of the date(s), including the Date of Allotment, maturity date, Coupon Payment Date or the Record Date, as defined in this Information Memorandum/Disclosure Document, fall on a Sunday or a public holiday or no high value clearing is available for any reason whatsoever at a place where the Registered/Corporate Office is situated, the next Working Day shall be considered as the effective date. In cases where it is not possible to determine disruption in high value clearing as stated above, one day prior to the maturity date, the next Working Day shall be considered as the effective date.


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Tax Deduction at Source Tax as applicable under the IT Act or any other statutory modification or re-enactment thereof will be deducted at source on the interest payable on the Debentures. Tax exemption certificate/document/form, under Section 193 of the IT Act if any, must be lodged at the Registered Office of the Issuer, at least 15 days before the relevant interest payment becoming due. Record Date The record date shall be the relevant Interest payments and/or principal repayments dates for determining the beneficiaries of the Debentures for the interest payment and/or principal repayment and the Issuer shall inform the same to BSE atleast seven clear working days before the Record Date. Shut Period The shut period shall be 3 days from the relevant record date


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OTHER REGULATORY AND STATUTORY DISCLOSURES Stock Exchange Disclaimer Clause It is to be distinctly understood that filing of this Information Memorandum/ Disclosure Document with the Stock Exchange should not, in any way, be deemed or construed that the same has been cleared or approved by the Stock Exchange. The Stock Exchange does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue is proposed to be made, or for the correctness of the statements made or opinions expressed in this Information Memorandum/ Disclosure Document. Listing The Debentures are proposed to be listed on the Wholesale Debt Market segment of the BSE. The Company shall comply with the requirements of the listing agreement to the extent applicable to it on a continuous basis and shall complete all formalities relating to listing of the Debentures. Disclaimer in respect of Jurisdiction Any disputes arising out of this Issue will be subject to the exclusive jurisdiction of the courts of Bengaluru. This offer of Debenture is made in India to persons resident in India. This Information Memorandum/ Disclosure Document does not constitute an offer to sell or an invitation to subscribe to the Debentures herein, in any other jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction. Company Disclaimer Clause The Company certifies that the disclosures made in this Information Memorandum/ Disclosure Document are generally adequate and in conformity with the SEBI Regulations. Further, the Company accepts no responsibility for statements made otherwise than in the Information Memorandum/ Disclosure Document or any other material issued by or at the instance of the Company and anyone placing reliance on any source of information other than this Information Memorandum/ Disclosure Document would be doing so at his own risk. Cautionary Note 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/ Disclosure Document. 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/ Disclosure Document at any time nor any statement made in connection with the offering of the Debentures shall under the circumstances imply that any information/representation contained herein is correct at any time subsequent to the date of this Information Memorandum/ Disclosure Document. The distribution of this Information Memorandum/ Disclosure Document and the offer, sale, pledge or disposal of the Debentures may be restricted by law in certain jurisdictions. This Information Memorandum/ Disclosure Document does not constitute an offer to sell or an invitation to subscribe to the Debentures in any jurisdiction to any person to whom it is unlawful to make such offer or invitation in such jurisdiction. Persons into whose possession this Information Memorandum/ Disclosure Document comes are required by the Company to inform themselves about and observe any such restrictions.


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Issue of Debentures in Dematerialised Form The Debentures will be issued in dematerialized form. The necessary arrangements are being made with the Depositories for the issue of the Debentures in dematerialised form. Investors will have to hold the Debentures in dematerialised form as per the provisions of Depositories Act. The Company shall take necessary steps to credit the Debentures allotted to the depository account of the investor. Trading of Debentures over the counter In the event the Debentures are traded over the counter, such trading shall be reported on the Bombay Stock Exchange Limited. Consents ITSL has given its written consent for its appointment as debenture trustee to the Issue under Regulation 4(4) of the SEBI Regulations and inclusion of its name in the form and context in which it appears in this Information Memorandum/ Disclosure Document The Non-Convertible Redeemable Debentures (NCDs) are proposed to be listed on Wholesale Debt Segment (WDM) of the Bombay Stock Exchange Limited, Mumbai (BSE).


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ANNEXURE I SUMMARY TERM SHEET FOR LISTING OF PRIVATELY PLACED RATED REDEEMABLE SECURED AND NON-CONVERTIBLE DEBENTURES OF THE ISSUER Issuer Century Real Estate Holdings Private Limited

Object of the Issue General Corporate Purposes and development of Projects

Type of Instrument Rated Redeemable Secured Non-Convertible Debentures

Rating BWR BBB (SO) by Brickwork Ratings India Pvt. Ltd

Mode of Placement Private Placement

Form of Listed Issuance Dematerialised

Aggregate issue amount Rs 170 Crore

Tenor 48 months from the Date of Allotment

Denomination Rs 10,00,000/- per Debenture

Total Number of NCDs 1,700

Market Lot One (1) Debenture

Minimum Subscription The minimum subscription of NCDs is One (1) NCD and in multiples of 1 thereafter

Issue Price 100%

Redemption The Company, from time to time, with consent of Debentureholder(s) may partially or fully redeem the Debentures, during the Tenor.

Redemption Date March 13 , 2015

Call Option None

Put Option None

Coupon to investor 20% per annum (4.67% quarterly coupon, compounded quarterly)

Coupon payment date Quarterly

Issue opened on March 10 , 2011

Issue closed on March 14 , 2011

Pay-in date March 14 , 2011


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Date of Allotment March 14 , 2011

Settlement mode The payment of the due interest or principal shall be done by RTGS/cheque to the holders of the NCDs as on the Record Date

Day count basis (Actual ⁄ Actual)

Business days Bengaluru

Documentation Documentation shall be in form and substance customary for Transactions of this nature

Security Secured

Debenture Trustee IDBI Trusteeship Services Limited

Listing On the Bombay Stock Exchange Limited (BSE)

Clearing / Depository National Securities Depository Limited / Central Depository Services (India) Limited

Trading The trading in the NCDs shall be in dematerialized mode only