Registered Office: Parsvnath Tower, Near Shahdara Metro Station, … · 2016-10-19 · Parsvnath Landmark Developers Private Limited incorporated as a private company in the Republic

Serial No:

Name of the Investor: Sterling Pathway

For Private Circulation Only

Dated: 27th September 2016 This is a private placement offer letter and is not a prospectus or a statement in lieu of

Parsvnath Landmark Developers Private Limited incorporated as a private company in the

Republic of India with limited liability under the Companies Act, 1956, as amended

Registered Office: Parsvnath Tower, Near Shahdara Metro Station, Shahdara, Delhi - 110032; Corporate

Office: 6th

Floor, Arunachal Building, 19, Barakhamba Road, New Delhi – 110001, Compliance Person: Mr. Atul Kumar Gupta; Email: [email protected], [email protected]; Telephone: 011- 43050100; Fax: 011-43050473;

ISSUE BY WAY OF PRIVATE PLACEMENT BY THE ISSUER OF 2000, RATED, REDEEMABLE,

NON-CONVERTIBLE DEBENTURES OF A FACE VALUE OF Rs. 10,00,000 (RUPEES TEN LAKHS)

EACH (DEBENTURES)ISSUED AT PAR WITH MARKETABLE LOT OF 1 DEBENTURE FOR CASH

AGGREGATING UP TO RS. 200,00,00,000 (RUPEES TWO HUNDRED CRORES) (ISSUE).

Information Memorandum

Date : 27th

September 2016

GENERAL RISKS

Investment in debt and debt related securities involves 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, potential Investors must rely on their own examination of the Issuer and the Issue including the risks

involved. The Issue has not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or

adequacy of this document. Special attention of investors is invited to the section entitled “Risk Factors” in this

Information Memorandum.

ISSUER’S ABSOLUTE RESPONSIBILITY

The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Information

Memorandum contains all information with regard to the Issuer and the Issue, which is material in the context of

the Issue, that the information contained in this Information Memorandum is true and correct in all material

respects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly

held and that there are no other facts, the omission of which makes this Information Memorandum as a whole or

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

CREDIT RATING

As on the date of this Information Memorandum, CRISIL Limited has assigned a rating of “CRISIL BB (SO)/

STABLE” to the Debentures. Issuances with this rating are considered to offer moderate risk of default regarding

timely servicing of financial obligations.

The rating is not a recommendation to buy, sell or hold the rated debt and Investors should take their own decision.

The rating may be subject to suspension, revision or withdrawal at any time by the Credit Rating Agency. The

Credit Rating Agency has a right to revise, suspend or withdraw the rating at any time on the basis of new information or unavailability of information or such circumstances which the Credit Rating Agency believes may

have an impact on its rating. Please refer to Annexure B of this Information Memorandum for rationale for the

above ratings.

LISTING

The Debentures offered through this Information Memorandum are proposed to be listed on the WDM Segment of

BSE. The Issuer has obtained in-principle approval from the BSE on 20th

September 2016. The Issuer shall comply with the requirements of the Debt Listing Agreement to the extent applicable to it on a continuing basis and shall complete all formalities relating to the listing of Debentures.

ISSUE PROGRAMME

ISSUE OPENING DATE ISSUE CLOSING DATE PAY- IN DATE

13-October-2016 13-October-2016 13-October-2016

mailto:[email protected]

Serial No:



Dated: 27th September 2016 This is a private placement offer letter and is not a prospectus or a statement in lieu of

The Issue shall be subject to the provisions of the Companies Act, 2013, the Memorandum of Association and

Articles of Association of the Issuer, the terms and conditions of this Information Memorandum, the Application

Form, the Debenture Trust Deed and other Transaction Documents in relation to the Issue.

The Issuer reserves the right to change the Issue schedule including the Pay-in Date, at its sole discretion, without

giving any prior reasons or prior notice. The Issue will be open for subscription at the commencement of banking

hours and shall close at the close of banking hours.

DEBENTURE TRUSTEE REGISTRAR TO ISSUE

AXIS Trustee Services Limited,

Axis House, 2nd

Floor, Wadia International

Centre, Pandurang Budhkar Marg, Worli,

Mumbai - 400025

Link Intime India Pvt Ltd

C-13, Pannalal Silk Mills

Compound, L.B.S. Marg,

Bhandup (West), Mumbai -

400078

Serial No: 01



Dated: 27th September 2016

This is a private placement offer letter and is not a prospectus or a statement in lieu of prospectus.

TABLE OF CONTENTS

DISCLAIMERS .......................................................................................................................................... 1

DEFINITIONS AND ABBREVIATIONS ................................................................................................ 5

FORWARD LOOKING STATEMENTS............................................................................................... 20

SUMMARY TERM SHEET .................................................................................................................... 21

RISK FACTORS....................................................................................................................................... 27

HISTORY AND BUSINESS OF THE ISSUER..................................................................................... 29

SELECTED FINANCIAL INFORMATION ......................................................................................... 31

REGULATORY DISCLOSURE ............................................................................................................. 46

ISSUE PROCEDURE............................................................................................................................... 51

DECLARATION....................................................................................................................................... 57

ANNEXURE A APPLICATION FORM ............................................................................................... 59

ANNEXURE B RATING LETTER OF RATING AGENCY ............................................................. 61

ANNEXURE C CONSENT LETTER OF DEBENTURE TRUSTEE................................................ 62

ANNEXURE D IN-PRINCIPLE APPROVAL OF BSE ...................................................................... 63

ANNEXURE E ILLUSTRATION OF CASH FLOWS EMANATING FROM THE ISSUE .......... 64

(i)

Serial No:




This is a private placement offer letter and is not a prospectus or a statement in lieu of

1

DISCLAIMERS

GENERAL DISCLAIMER

The distribution of this Information Memorandum and the offer of the Debentures is strictly being made

on a private placement basis and is not intended to be circulated to more than 200 (two hundred) persons.

Multiple copies hereof given to the same entity shall be deemed to be given to the same person and shall

be treated as such. It does not constitute and shall not be deemed to constitute an offer or an invitation to

subscribe to the Debentures to the public of India in general. This Information Memorandum should not

be construed to be a prospectus or a statement in lieu of prospectus under the Companies Act. Apart from

this Information Memorandum, no offer document or prospectus has been prepared in connection with the

offering of this Issue or in relation to the Issuer.

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

provisions of Companies Act. Therefore, in accordance with the applicable provisions, a copy of this

Information Memorandum has not been filed or submitted to SEBI for its review and/or approval.

Further, since the Issue is being strictly made on a private placement basis only, the provisions of Section

26 of the Companies Act, shall not be applicable. This Information Memorandum and the contents hereof are restricted only for the intended

recipient(s) who have been addressed directly and specifically through a communication by the

Issuer and only such recipients are eligible to apply for the Debentures. All invited Eligible

Investors are required to comply with the relevant regulations or guidelines applicable to them for

investing in this Issue. The Information Memorandum is not intended for distribution to any other

person and should not be reproduced by the recipient. Any distribution or reproduction of this

Information Memorandum in whole or in part or any public announcement or any announcement

to third parties regarding the contents of this Information Memorandum is unauthorized. Failure

to comply with this instruction may result in a violation of the SEBI Debt Regulations or the

Companies Act or other applicable laws of India and other jurisdictions.

Each copy of this Information Memorandum is serially numbered and the person, to whom a copy of the

Information Memorandum is sent, 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 being issued have been sent. Any application by a person to whom the Information

Memorandum has not been sent by the Issuer shall be rejected without assigning any reason. DISCLAIMER OF THE ISSUER

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

certain potential Investors to whom it is addressed and who may be willing to subscribe to the

Debentures. This Information Memorandum does not purport to contain all the information that any

potential Investor may require. The Issuer having made all reasonable enquiries, accepts responsibility and confirms that, as at the date

hereof, this Information Memorandum (including the documents incorporated by reference herein, if any)

contains all information that is material in the context of the Issue, is accurate in all material respects and

does not contain any untrue statement of a material fact or omits to state any material fact which may

make the statements herein, in the light of the circumstances under which they are made, 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 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. The Issuer certifies that the disclosures

made in this Information Memorandum are adequate and in conformity with the SEBI Debt Regulations

and the Companies Act.

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The legal advisors to the Issuer and any other intermediaries and their agents or advisors associated with

this Issue have not separately verified the information contained herein. Accordingly, no representation,

warranty or undertaking, express or implied, is made and no responsibility is accepted by any such

intermediary as to the accuracy or completeness of the information contained in this Information

Memorandum or any other information provided by the Issuer. Accordingly, the legal advisors to the

Issuer and other intermediaries associated with this Issue shall have no liability in relation to the

information contained in this Information Memorandum or any other information provided by the Issuer

in connection with the Issue. The Issuer does not undertake to update the Information Memorandum to reflect subsequent events after

the date of the Information Memorandum and consequently it should not be relied upon with respect to

such subsequent events without first confirming its accuracy with the Issuer. Neither the intermediaries

nor their agents nor advisors associated with this Issue undertake to review the financial condition or

affairs of the Issuer during the life of the arrangements contemplated by this Information Memorandum or

have any responsibility to advise any Investor or potential Investor in the Debentures of any information

available with or subsequently coming to the attention of the intermediary, agent or advisor. Each person in possession of this Information Memorandum should carefully read and retain this

Information Memorandum. However, each such person in possession of this Information Memorandum is

not to construe the contents of this Information Memorandum as investment, legal, accounting, regulatory

or tax advice, and such persons in possession of this Information Memorandum should consult with its

own advisors as to all legal, accounting, regulatory, tax, financial and related matters concerning

investment in the Debentures. DISCLAIMER IN RESPECT OF JURISDICTION

The Issue is a private placement of Debentures in India and is restricted to Investors eligible to invest

under the laws of India as at the date hereof. No steps have been taken or will be taken to facilitate the

placement of the Debentures in any other jurisdictions. This Information Memorandum is not intended for

distribution to, or use by, any person or entity in any jurisdiction or country where distribution or use of

such information would be contrary to its laws or regulations. This Issue is made to “Eligible Investors”

as specified in this Information Memorandum, who shall be specifically approached by the Issuer. This

Information Memorandum does not constitute an offer to sell or an invitation to subscribe to Debentures

offered hereby to any person to whom it is not specifically addressed. Persons into whose possession this

Information Memorandum comes are required to inform themselves about and to observe any such

restrictions. The Information Memorandum is made available to Investors in the Issue on the strict

understanding that it is confidential and may not be transmitted to others, whether in electronic form or

otherwise. DISCLAIMER CLAUSE OF THE STOCK EXCHANGE

As required, a copy of this Information Memorandum has been filed with BSE pursuant to the SEBI Debt

Regulations, as amended from time to time, for hosting the same on its website. It is to be distinctly understood that submission of this Information Memorandum to BSE or hosting the

same on its website should not in any way be deemed or construed to mean that this Information

Memorandum has been reviewed, cleared or approved by BSE, nor does BSE in any manner warrant,

certify or endorse the correctness or completeness of any of the contents of this Information Memorandum, nor does BSE warrant that the Issuer‟s Debentures will be listed or will continue to be

listed on BSE, nor does BSE take any responsibility for the soundness of the financial and other

conditions of the Issuer, its promoters, its management or any scheme or project for which the Issue is

proposed to be made. Every person who desires to apply for or otherwise acquire any securities of this

Issuer may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim

against BSE whatsoever by reason of any loss which may be suffered by such person consequent to or in

Serial No:





3

connection with such subscription or acquisition whether by reason of anything stated or omitted to be

stated herein or any other reason whatsoever. DISCLAIMER OF SEBI

The Debentures have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy

or adequacy of this document. It is to be distinctly understood that this Information Memorandum should

not in any way be deemed or construed to have been approved or vetted by SEBI. SEBI does not take any

responsibility either for the financial soundness of any proposal for which the Issue is proposed to be

made or for the correctness of the statements made or opinions expressed in this Information

Memorandum. SEBI reserves the right to take up at any point of time, with the Issuer, any irregularities or

lapses in this Information Memorandum. DISCLAIMER IN RESPECT OF RATING AGENCY

As at the date of this Information Memorandum, CRISIL Limited has assigned “CRISIL BB (SO)/

STABLE” rating to the Debentures. Ratings assigned by the Credit Rating Agency are opinions on credit

quality and are not recommendations to sanction, renew, disburse or recall the Debentures nor to buy, sell

or hold any security. Investors should take their own decisions. The Credit Rating Agency has based its

ratings on information obtained from sources believed by them to be accurate and reliable. The Credit

Rating Agency does not, however, guarantee the accuracy, adequacy or completeness of any information

and is not responsible for any errors or omissions or for the results obtained from the use of such

information. Most entities whose instruments are rated by the Credit Rating Agency have paid a credit rating fee, based

on the amount and type of instruments. Ratings do not comment on the adequacy of market price, the suitability of any investment, loan or

security for a particular investor (including without limitation, any accounting and/or regulatory

treatment), or the tax-exempt nature or taxability of payments made in respect of any investment, loan or

security. The Credit Rating Agency is not your advisor, nor is it providing to you or any other party any

financial advice, or any legal, auditing, accounting, appraisal, valuation or actuarial services. FORCE MAJEURE

The Issuer reserves the right to withdraw the Issue prior to the Issue Closing Date in the event of any

unforeseen development adversely affecting the economic and regulatory environment or otherwise. In

such an event, the Issuer will refund the application money along with the Coupon without giving any

reason. ISSUE OF DEBENTURES IN DEMATERIALISED FORM

Pursuant to Regulation 20(1)(c) of the SEBI Debt Regulations, the Issuer has made arrangements with the

Depositories for the issue of the Debentures in dematerialised form. The Issuer shall take necessary steps to credit the Debentures allotted to the beneficiary account

maintained by the Investor with its DP. The Issuer will allot the Debentures to Investors on the Deemed

Date of Allotment after verification of the Application Form, the accompanying documents and on

realisation of the application money.

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CAUTIONARY NOTE

Each invited Eligible Investor acknowledges and agrees that each of them, (i) is knowledgeable and

experienced in financial and business matters, has expertise in assessing credit, market and all other

relevant risk and is capable of evaluating, and has evaluated independently, the merits, risks and

suitability of subscribing to or purchasing the Debentures; (ii) has made its own investment decision

regarding the Debentures based on its own knowledge (and information it has or which is publicly

available) with respect to the Debentures or the Issuer; (iii) is not relying upon, and have not relied upon,

any statement, representation or warranty made by any person, other than the Issuer; and (iv) understands

that, by purchase or holding of the Debentures, it is assuming and is capable of bearing the risk of loss

that may occur with respect to the Debentures, including the possibility that it may lose all or a substantial

portion of its investment in the Debentures. Neither this Information Memorandum 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 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 business, financial condition and affairs of the Issuer, and its own appraisal of the

creditworthiness of the Issuer as well as the structure of the Issue. 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. It is the

responsibility of each potential Investor to also ensure that they will sell these Debentures strictly in

accordance with this Information Memorandum, the Transaction Documents and all other applicable

laws, so that the sale does not constitute an offer to the public, within the meaning of the Companies Act. The distribution of this Information Memorandum or the Application Forms and the offer, sale, pledge or

disposal of the Debentures may be restricted by law in certain jurisdictions. The sale or transfer of these

Debentures outside India may require regulatory approvals in India, including without limitation, the

approval of the RBI. CONSENTS

Axis Trustee Services Limited has given its consent for its appointment as Debenture Trustee to the Issue

and the inclusion of its name in the form and context in which it appears in this Information

Memorandum. This Information Memorandum prepared under the Companies Act, the Companies (Prospectus

and Allotment of Securities) Rules, 2014 and SEBI Debt Regulations for private placement of

Debentures is neither a prospectus nor a statement in lieu of prospectus and does not constitute an

offer to the public generally to subscribe to or otherwise acquire the Debentures to be issued by the

Issuer. This is only an information brochure intended for private use.

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Particulars

For the period

Amount Present Status

TDS on

Interest

under section 194A

From March 2015

Rs 31,53,587/- &

From March 2016

Rs 1,39,53,846/-

1,71,07,433

Pending

Interest on

TDS

From March 2014

95,29,346

Pending

TABLE INDICATING REFERENCES OF DISCLOSURE REQUIREMENTS UNDER FORM

PAS-4

GENERAL INFORMATION

1. Name, address, (website) and other contact details of the company indicating both

registered office and

corporate office.

Parsvnath Landmark Developers Private Limited

Regd. Off: Parsvnath Tower, Near Shahdara Metro Station,

Shahdara, Delhi – 110032 Corporate Office: 6

th Floor, Arunachal Building, 19, Barakhamba

Road, New Delhi – 110001

E-mail: [email protected]

Ph.: 011-43050100

Fax: 011-43050473

2. Date of incorporation of the Issuer.

October 06, 2003

3. Business carried on by the

Issuer and its subsidiaries

with the details of branches

or units, if any.

Construction and development of residential buildings, flats, apartments etc.

4. Brief particulars of the management of the Issuer.

The Issuer is managed by its Board of Directors comprising of 2 directors, namely:

1. Mr. Yogesh Jain

2. Mr. Ashish Jain

5. Names, addresses, DIN and occupations of the directors.

Please see the section headed “Names and details of the Directors of the Issuer”.

6. Management‟s perception of risk factors.

Please see the section headed “Risk Factors”

7. Details of default, if any, including therein the amount

involved, duration of default

and present status, in

repayment of –

i. statutory dues;

ii. debentures and interest

thereon;

Nature of dues Amount (Rs.) Period of

default

Debentures:

- Interest 12,81,12,309 449 to 906 days


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iii. deposits and interest

thereon;

iv. loan from any bank or

financial institution and interest thereon.

NIL

Nature of dues Amount (Rs.) Period of

default

Term Loan:

- Principal 46,66,66,668 467 to 732 days

- Interest 25,17,69,063 1 to 732 days

8. Names, designation, address and phone number, email ID of the nodal/ compliance

officer of the Issuer, if any,

for the private placement

offer process.

Mr. Atul Kumar Gupta Company Secretary

Parsvnath Tower, Near Shahdara Metro Station, Shahdara, Delhi

– 110032

Ph. 011-43050100

E-mail: [email protected]

PARTICULARS OF THE OFFER

9. Date of passing of board

resolution.

May 16, 2016

10. Date of passing of resolution

in the general meeting,

authorizing the offer of

securities.

August 9, 2016

11. Kinds of securities offered

(i.e. whether share or

debenture) and class of

security.

Non-Convertible Debentures

12. Price at which the security is

being offered including the

premium, if any, along with

justification of the price.

2,000 Debentures at the price of Rs. 10,00,000/- each per

Debenture.

Justification for price: The Debentures are being issued at face

value

13. Name and address of the

valuer who performed

valuation of the security

offered.

Not Applicable

14. Amount which the Issuer

intends to raise by way of

securities.

Rs. 200,00,00,000/- (Rupees Two Hundred Crores only)

15. Terms of raising of

securities: Duration, if

applicable, rate of dividend

or rate of interest, mode of payment and repayment.

Duration: 3 years from the Deemed Date of Allotment. Subject

to compliance with Applicable Law, the tenure of the Debentures

may be extended by a period of 6 months by the Debenture

Holders.

Rate of Interest:

1. 16% p.a. for the first 3 years from the Deemed Date of Allotment, and

2. 18% p.a. after 3 years from the Deemed Date of Allotment.


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Mode of Payment: RTGS, NEFT or any other mode which the

Debenture Holders may use.

Mode of Repayment: RTGS, NEFT or any other mode which

the Debenture Holders may use.

Proposed time schedule for

which the Information

Memorandum is valid.

This Information Memorandum is valid for a period of 2 months

from the date of its issuance.

3. Purposes and objects of the

Issue. Objects of the Issue:

1. To repay outstanding loans availed of from JP Morgan

Advisors India Pvt. Ltd. 2. For financing acquisition of certain assets by the Issuer or such

other purposes as may be mutually agreed to by the Debenture

Trustee, the Corporate Guarantor and the Issuer.

4. Contribution being made by

the promoters or directors

either as part of the Issue or

separately in furtherance of such objects.

Nil

5. Principle terms of assets

charged as security, if

applicable.

Please refer to “Security” under the “Summary Term Sheet”.

However, the debentures are not secured for the purposes of

section 71 of the Companies Act, 2013.

DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATION ETC.

6. Any financial or other material interest of the

directors, promoters or key

managerial personnel in the

offer and the effect of such

interest in so far as it is

different from the interests

of other persons.

Nil

7. Details of any litigation or

legal action pending or taken

by any Ministry or

Department of the Government or a statutory

authority against any

promoter of the offeree

company during the last

three years immediately

preceding the year of the

circulation of the


and any direction issued by

such Ministry or Department

or statutory authority upon

conclusion of such litigation

or legal action.

Please refer to “23(vi) under Other Details pertaining to the

Issue” under the section Regulatory Disclosure.

8. Remuneration of directors

(during the current year and

last three financial years).

Nil except sitting fees paid for attending board meetings. Sitting

fee @Rs. 10,000/- per meeting was paid to Mr. R. J. Kamath,

director. The last meeting attended by him was on 22nd

May 2012

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9. Related party transactions

entered during the last three

financial years immediately

preceding the year of

circulation of Information

Memorandum including

with regard to loans made

or, guarantees given or

securities provided.

Please refer to “23 (viii) under Other Details pertaining to the

Issue” under the section Regulatory Disclosures.

10. Summary of reservations or qualifications or adverse

remarks of Auditors in the

last five financial years

immediately preceding the

year of circulation of


and of their impact on the

financial statements and

financial position of the

Issuer and the corrective

steps taken and proposed to

be taken by the Issuer for

each of the said reservations

or qualifications or adverse

remark.

No reservations or qualifications or adverse remarks of the auditors in the last five financial years except that the auditors have pointed out in their report for the financial year 2015-16 that

the Issuer has defaulted in the repayment of dues to debenture

holders as given below:

Nature of dues AmountO Period of

(Rs.) default

Debentures:

- Interest 12,81,12,309 449 to 906 days

11. 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


Memorandum in the case of

Issuer and all of its

subsidiaries. Also if there

were any prosecutions filed

(whether pending or not)

fines imposed, compounding

of offences in the last three

years immediately preceding

the year of the Information

Memorandum and if so,

section-wise details thereof

for the Issuer and all of its

subsidiaries.

Nil

12. Details of acts of material

frauds committed against the

Issuer in the last three years,

if any, and if so, the action

taken by the Issuer.

Nil

FINANCIAL POSITION OF THE ISSUER

The capital structure of the

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2014 2015 2016

Profit/ (Loss)

before tax

(1,51,70,077) (17,59,49,241) (30,84,077)

Profit/(Loss)

after tax

(1,31,11,335) (12,45,49,693) (24,65,681)

Issuer in the following

manner in a tabular form-

13. (i)(a) (the authorised, issued, subscribed and paid up capital (number of

securities, description and

aggregate nominal value)

Please see the section headed “4. A brief history of the Issuer since its incorporation” under the section Regulatory

Disclosures.

14. (b) size of the present offer 2,000 rated, Redeemable, Non-Convertible Debentures of Rs. 10,00,000/- each aggregating to Rs. 200,00,00,000/- (Rs. Two

Hundred Crores only)

15. (c) paid up capital Rs. 3,28,20,520/- (Rupees Three Crores Twenty-Eight Lakhs Twenty Thousand Five Hundred and Twenty only).

16. after the Issue Rs. 3,28,20,520/- (Rupees Three Crores Twenty-Eight Lakhs Twenty Thousand Five Hundred and Twenty only).

17. after the conversion of

convertible instruments (if

applicable);

Not Applicable

18. share premium account (before and after the offer)

Share Premium Account – Before and after the Issue Rs. 38,49,52,396/- (Rupees Thirty-Eight Crores Forty Nine lakhs

Fifty Two Thousand Three Hundred Ninety Six only)

19. (ii) the details of the existing

share capital of the Issuer 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 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 Information

Memorandum separately

indicating the allotments

made for considerations

other than cash and the

details of the consideration

in each case.

Please see the section headed “4. A brief history of the Issuer

since its incorporation” under the section Regulatory Disclosures.

No allotments have been made by the Issuer in the last one year

immediately preceding the date of the Information Memorandum.

20. Profits of the Issuer, before

and after making provision

for tax, for the three

financial years immediately

preceding the date of


Memorandum.

Year ended 31 March

21. Dividends declared by the

Issuer in respect of the said

three financial years; interest

Please see section titled “ 8. Dividends declared by the company for the last three financial years and the interest coverage ratio” under section Regulatory Disclosures.

Serial No:





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coverage ratio for last three

years (Cash profit after tax

plus interest paid/interest

paid).

22. A summary of the financial position of the Issuer as in

the three audited balance

sheets immediately

preceding the date of


Memorandum.

Please see the Section Headed “Selected Financial Information”.

23. Audited Cash Flow Statement for the three years

immediately preceding the

date of circulation of


Please see the Section Headed “Selected Financial Information”.

24. Any change in accounting policies during the last three

years and their effect on the

profits and the reserves of

the Issuer.

Please see the section headed “23 Other Details pertaining to the Issue” under the section Regulatory Disclosures.

DECLARATION BY DIRECTORS

25. A declaration by the directors that :

i. the Issuer has complied

with the provisions of the

Companies Act and the

rules made thereunder;

ii. the compliance with the

Companies 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;

iii. the monies received under

the offer shall be used

only for the purposes and

objects indicated in the

Information

Memorandum

Please refer to page 58 of this Information Memorandum.

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DEFINITIONS AND ABBREVIATIONS

Unless the context otherwise indicates or requires, the following terms shall have the meanings given

below in this Information Memorandum. Capitalised terms used herein and otherwise not defined shall

have the meaning given to them in the Debenture Trust Deed.

General Terms

Term Description

“Issuer” Parsvnath Landmark Developers Private Limited

“we”, “us”, “our” Unless the context otherwise requires, the Issuer.

Issuer Related Terms

Term Description

Articles of

Association

The articles of association of the Issuer, as amended from time to time.

Board of Directors/

Board

The board of directors of the Issuer or a duly constituted committee thereof.

Corporate Office 6th

Floor, Arunachal Building,19, Barakhamba Road, New Delhi – 110001

Director(s) Director(s) on the Board, as appointed from time to time.

Memorandum of

Association

The memorandum of association of the Issuer, as amended from time to time.

Registered Office Parsvnath Tower, Near Shahdara Metro Station, Shahdara, Delhi – 110032.

Issue Related Terms

Term Description

Affiliate Affiliate means, in relation to any person:

(i) in relation to an entity, (a) a Subsidiary of that person or a

Holding Company of that person or any other Subsidiary of

that Holding Company; or (b) any other Person that, either

directly or indirectly through one or more intermediate

Persons, Controls, is Controlled by or is under common

Control with such entity; and

(ii) in relation to an individual, a relative (as defined in the

Companies Act) of that person or any entity Controlled by

that person.

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Term Description

Allot/ Allotment/

Allotted

Unless the context otherwise requires or implies, means the allotment of the

Debentures pursuant to the Issue.

Applicable Law Means any national, state, provincial, local, municipal, foreign, international,

multinational statute or other law, treaty, code, regulation, ordinance, rule,

judgment, order, decree, bye-law, approval of any Governmental Authority,

directive, guideline, policy, requirement or other governmental restriction or any

similar form of decision of or determination by, or any interpretation or

administration having the force of law or of any of the foregoing by any

Governmental Authority having jurisdiction over the matter in question, whether

in effect as of the date of this Deed or at any time thereafter.

Applicant Means any person who applies for the Debentures pursuant to the terms of this

Information Memorandum and the Application Form.

Application Amount Means the aggregate value of the Debentures applied for, as indicated in the

Application Form.

Application Form Means the form in which an Investor can apply for subscription to the

Debentures, annexed as Annexure A to this Information Memorandum.

Auditors Means M/s Deloitte Haskins and Sells, Chartered Accountants, or such other

firm that the Issuer appoints from time to time as its auditors.

Authorization Means:

(a) an authorisation, consent, approval, resolution, licence, exemption, filing,

notarisation, lodgement or registration; or

(b) in relation to anything which will be fully or partly prohibited or restricted

by law or regulation if an Governmental Authority intervenes or acts in any

way within a specified period after lodgement, filing, registration or

notification, the expiry of that period without intervention or action.

Beneficial Owner(s) Means holder(s) of the Debentures in dematerialized form as defined under

Section 2 of the Depositories Act.

Board Means the board of directors of the Issuer.

BSE Means BSE Limited.

Business Days Means a day (other than a Saturday or a Sunday) on which banks are open for

general business in Mumbai, Delhi, Mauritius and Hong Kong and in relation to

payments in any other city, a day on which banks are open for general business

in such city.

Credit Rating Agency Means CRISIL Limited, CRISIL House, Central Avenue, Hiranandani Business

Park, Powai, Mumbai – 400076

Control Means the possession by a Person or Persons, directly or indirectly, of the power to direct or cause the direction of the management or policies of a company,

whether through the ownership of voting securities, by contract or otherwise, and

includes (a) the ownership directly or indirectly of 26 (Twenty Six) per cent or

more of the shares in issue or other equity interests of the company or entity; (b)

possession directly or indirectly, of 26 (Twenty Six) per cent or more of the

voting power of the company or entity; or (c) the ability to appoint the majority

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Term Description

of the board of directors of the company or governing body of the company or

entity. The terms Control, Controlling and Controlled shall be construed

accordingly

Corporate Guarantor Means Parsvnath Developers Limited, a company incorporated under the

provisions of the Companies Act with corporate identification number

L45201DL1990PLC040945 and having its registered office at Parsvnath Tower,

Near Shahdara Metro Station, Shahdara, Delhi - 110032

Coupon Means, in relation to a Debenture for an Interest Period, the amount of interest

payable on the Principal Amount of the Debenture at the Interest Rate.

Debentures Means listed, rated, redeemable, non-convertible debentures of the face value of Rs. 10,00,000 (Rupees Ten Lakh only) each, aggregating to Rs. 200,00,00,000

(Rupees Two Hundred crore only).

Debenture Holder(s) Means the several persons who are, for the time being and from time to time,

owners of the Debentures and whose names are entered/listed in the list of

beneficial owners maintained by the Depository.

Debenture Trust

Deed

Means the amended and restated debenture trust deed dated 21st

September 2016

entered into between the Debenture Trustee and the Obligors in relation to the

Issue.

Debenture Trustee Means the trustee for the Debenture Holders, in this case being Axis Trustee

Services Limited, Axis House, 2nd Floor, Wadia International Centre, Pandurang

Budhkar Marg, Worli, Mumbai - 400025.

Debenture Trustee

Appointment

Agreement

Means the agreement dated 11th

August 2016 executed by the Issuer with the

Debenture Trustee setting out the terms of appointment of the Debenture Trustee.

Debenture Trustee

Regulations

Means the Securities and Exchange Board of India (Debenture Trustee)

Regulations, 1993, as amended from time to time.

Debt Listing

Agreement Means the debt listing agreement entered into by the Issuer with BSE for the

listing of the Debentures on the BSE, as amended from time to time.

Deed of

Hypothecation

(Company)

Means the agreement to be executed by the Issuer in favour of the Debenture

Trustee to create security over the Secured Assets in the manner and with the

priority set out thereunder.

Deed of

Hypothecation

(Corporate

Guarantor)

Means the agreement to be executed by the Corporate Guarantor in favour of the

Debenture Trustee to create security over the Secured Assets in the manner and

with the priority set out thereunder.

Deemed Date of

Allotment Means the date on which the Board or a committee authorised by the Board

passes the requisite resolutions for allotting the Debentures to the Debenture

Holders. It is clarified that the Deemed Date of Allotment shall not be later than

the Pay-in Date.

Default Interest Has the meaning set forth in the section entitled “Summary Term Sheet”.

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Term Description

Depository Means a depository registered with the SEBI under the Securities and Exchange

Board of India (Depositories and Participants) Regulations, 1996, as amended

from time to time, in this case being NSDL and CDSL.

Disclosure Letter Means the letter dated on or about the date of this Information Memorandum

delivered by the Corporate Guarantor and the Company to, and accepted by, the

Initial Subscriber (in form and substance acceptable to the Initial Subscriber) in

respect of the representation and warranties provided by them respectively under

the Debenture Trust Deed.

Eligible Investors Has the meaning set forth in the section entitled “Summary Term Sheet”.

Eligible Financial

Institution

Means such financial institutions from whom monies borrowed even under an

unsecured debenture would not constitute a „deposit‟ within the meaning of the

term as defined under Rule 2(c) of the Companies (Acceptance of Deposits)

Rules, 2014.

Event of Default Means any one of the events set out in schedule 1 of the Debenture Trust Deed.

Financial Year Means the accounting year commencing each year on 1st April and ending on

31st March of the subsequent calendar year or any other period adopted by the

Corporate Obligors as their accounting year in accordance with the Transaction

Documents.

Final Settlement Date Means the date on which all Outstanding Amounts are irrevocably and

unconditionally paid to the satisfaction of the Debenture Holders.

Governmental

Authority

means any:

(a) government (central, state or otherwise) or sovereign state;

(b) any governmental agency, semi-governmental or judicial or quasi-judicial

or regulatory or administrative entity, department or authority, or any

political subdivision thereof; or

(c) international organization, agency or authority,

including, without limitation, any stock exchange or any self-regulatory

organization, established under any Applicable Law.

Guarantors Means the Corporate Guarantor and Mr. Pradeep Kumar Jain.

Information

Memorandum

Means this Information Memorandum through which this Issue is being made.

Initial Subscriber Means the initial subscriber to the Debentures, who has subscribed to the

Debentures pursuant this Information Memorandum.

Interest Payment

Date

Has the meaning set forth in the section entitled “Summary Term Sheet”.

Interest Period Has the meaning set forth in the section entitled “Summary Term Sheet”.

Interest Rate Means (i) 16 (Sixteen) per cent per annum for a period of 36 (Thirty-Six) months

from the Pay-in Date, and (ii) 18 (Eighteen) per cent per annum for the period

starting after the expiry of 36 (Thirty-Six) months from the Pay-in Date and

ending on the Final Settlement Date.

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Term Description

Investor(s) Means such person(s) who subscribe to this Issue.

Issue Means this private placement of the Debentures by the Issuer.

Issue Closing Date Means 13th October 2016.

Jodhpur Mortgage

Documents

Has the meaning given to it under the Debenture Trust Deed.

Jodhpur Project Units Has the meaning given to it under the Debenture Trust Deed.

Letter of Allotment Means the physical letter of allotment to be issued by the Issuer in respect of the

Debentures on the Deemed Date of Allotment.

Liens or Security

Interest

Means any mortgage, pledge, hypothecation, assignment, deposit arrangement,

encumbrance, non-disposal arrangement, lien (statutory or other), preference,

priority or other security agreement of any kind or nature whatsoever, including

any financing or similar statement or notice filed under any recording or notice

statute, any lease having substantially the same effect as any of the foregoing,

any claim, option, power of sale in favour of the third party, retention of title,

lock-in, vendor‟s lien, right of first refusal or other third party or security interest

(whether arising under law or by agreement) or an agreement, arrangement or

obligation to create any of the foregoing, or preferential arrangement having the

commercial effect of conferring security of movable or immovable property,

including, without limitation, the lien or retained security title of a conditional

vendor and any easement, right of way or other encumbrance on title to real

property.

Material Adverse

Effect

Means a material adverse effect on or a material adverse change in:

(a) the valuation, condition (financial or otherwise), assets,

operations, prospects or business of the Corporate Obligors, the

Project or the Jodhpur Project Units;

(b) the ability of any Obligor to perform and comply with its

obligations under any Transaction Document;

(c) the validity, legality or enforceability of any Security expressed

to be created pursuant to any Security Document or on the

priority and ranking of any of that Security;

(d) the validity, legality or enforceability of, or the rights or

remedies of any party under, any Transaction Document; or

(e) the ability of the Secured Parties to exercise or enforce any right,

benefit, privilege or remedy under any Transaction Documents.

Maturity Date Has the meaning set forth in the section entitled “Summary Term Sheet”.

Monitoring Agent Shall have the meaning assigned to it in the Debenture Trust Deed.

Monitoring Agent Means an agreement to be executed between the Company, the Monitoring

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Term Description

Agreement Agent and the Debenture Trustee appointing the Monitoring Agent as the

monitoring agent in connection with the Project in accordance with the timelines

mentioned in Part 2 of Schedule 5 (Post Completion Covenants) of the Debenture

Trust Deed.

Obligor Means the Issuer and the Guarantors.

Outstanding Amounts means all amounts payable in relation to Debentures, which shall include:

(a) the Principal Amount;

(b) the Coupon;

(c) the Special Coupon;

(d) the Redemption Premium;

(e) the Default Interest, as applicable; and

(f) indemnity payments, fees, costs and expenses and all other funds and

payments to be made to the Debenture Holder or the Debenture Trustee

pursuant to the Transaction Documents.

Pay-in Date Means 13 October 2016, the date on which the subscription monies in relation to

the Debentures are received by the Issuer.

Pledge Agreement Means the agreement to be executed by the Corporate Guarantor in favour of the

Debenture Trustee (for the benefit of the Secured Parties) to create Security

Interest over Company Shares in the manner and priority set out thereunder.

Potential Event of

Default

Means any event or circumstance which would, with notice, lapse of time, the

making of a determination or any combination thereof, become an Event of

Default.

Principal Amount Means the principal amount of the Debentures being INR 200,00,00,000/-

(Rupees Two Hundred crore only) or the outstanding principal amount of the

Debentures at any time.

Project Means the residential project on the Project Site currently comprising of a

saleable area of 2.3 million square feet (approximately) accommodated in 22

(Twenty-Two) towers along with any future modifications or additions to the

aforementioned from time to time.

Project Site Has the meaning given to it under the Debenture Trust Deed.

Project Site Mortgage

Documents

Has the meaning given to it under the Debenture Trust Deed.

Record Date Means, in connection with any Outstanding Amount, the date falling 15 (fifteen)

Business Days prior to the due date on which that Outstanding Amount is to be

paid by the Issuer to the Debenture Holders, by way of credit into the designated

accounts of the Debenture Holders.

Redemption Premium Means the redemption premium payable on the Debentures in accordance with

the terms of the Debenture Trust Deed.

Registered Debenture Means the Debenture Holder whose name appears in the Register of Debenture

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Term Description

Holder Holders or in the beneficial ownership record furnished by the Depository for

this purpose.

Register of

Debenture Holders

Means the register maintained by the Issuer at its Registered Office as per section

88 of the Companies Act, containing the names of the Debenture Holders entitled to receive Coupon or other payments in respect of the Debenture on the Record

Date, and shall include the register of Beneficial Owners maintained by the

Depository under section 11 of the Depositories Act.

Registrar Means the registrar to this Issue, in this case being M/s Link Intime India Pvt

Ltd.

Security Means the security proposed to be created by the Obligors over Secured Assets

for the purpose of securing the Debentures and/or Secured Obligations.

Security Documents Means:

(i) Project Site Mortgage Documents;

(ii) the Deed of Hypothecation (Company) and the related power of

attorney;

(iii) the Deed of Hypothecation (Corporate Guarantor) and the

related power of attorney;

(iv) the Jodhpur Mortgage Documents;

(v) the Pledge Agreement and the related power of attorney;

(vi) the power of attorney under the Trust and Retention Account

Agreement; and

(vii) any other document that may be designated as a Security

Document by the Debenture Trustee (acting on the instructions

of the Debenture Holders by way of Majority Resolution),

and Security Document means any of them.

Secured Assets Means all the assets (including shares) of the Issuer and the Corporate Guarantor

mortgaged, charged, pledged or otherwise made the subject of Security Interest

pursuant to Transaction Documents.

Secured Obligations Means all present and future obligations and liabilities (whether financial,

performance based or otherwise and whether actual or contingent, whether owed

jointly or severally and whether as principal or surety or in any other capacity

whatsoever) of the Obligors under and in respect of any Transaction Document

including any costs, charges, expenses and all present and future monies, debts

and liabilities due, owing or incurred from time to time by any Obligor to the

Secured Parties under or in connection with the Transaction Documents but does

not include the Redemption Premium payable by the Company on the

Debentures in accordance with the terms of this Deed.

Special Coupon Means INR 20,00,00,000 (Rupees Twenty Crores only) i.e. special coupon to be

paid by the Issuer on the Debentures in accordance with Clause 5.3 of the

Debenture Trust Deed.

Subsidiary Means, with respect to any Person, any entity as defined under Section 2(87) of

the Companies Act.

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Term Description

Tax Deduction Has the meaning set forth in the section entitled “Issue Procedure”.

Transaction

Documents

Means:

(i) the Debenture Trust Deed;

(ii) this Information Memorandum;

(iii) the Debt Listing Agreement;

(iv) the Trust and Retention Account Agreement;

(v) the Debenture Trustee Appointment Agreement;

(vi) the Letter of Allotment;

(vii) each Security Document;

(viii) the Disclosure Letter;

(ix) the Monitoring Agent Agreement; and

(x) any other document that may be designated as a Transaction

Document by the Debenture Trustee (acting on the instructions

of the Debenture Holders by way of Majority Resolution),

and “Transaction Document” means any of these

Trust and Retention

Account Agreement

Means the trust and retention account agreement entered into by and between the

Issuer, Axis Bank Limited (in its capacity as account bank), Debenture Trustee

and the Corporate Guarantor on or about the date of this Information

Memorandum.

Conventional and General Terms, Abbreviations and References to Other Business Entities

Abbreviation Full form

Companies Act The (Indian) Companies Act, 2013 (as may be notified from time to time) and

the (Indian) Companies Act, 1956 (to the extent not repealed/replaced by the

(Indian) Companies Act, 2013).

CDSL Central Depository Services (India) Limited.

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

DP A depository participant as defined under the Depositories Act.

DP-ID Depository Participant Identification Number.

FII Foreign Institutional Investor.

FPI Foreign Portfolio Investor.

GAAP Generally Accepted Accounting Principles.

GAAR General Anti-Avoidance Rules.

IFRS International Financial Reporting Standards.

ISIN Means International Securities Identification Number allotted by the

Depositories.

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Abbreviation Full form

IT Act The Income Tax Act, 1961, as amended from time to time.

NGO Non-Governmental Organization.

NPAs Non-Performing Assets

NSDL National Securities Depository Limited.

p.a. Per annum.

PAN Permanent Account Number.

QFIs Qualified Foreign Investor.

RBI Reserve Bank of India.

RBI Act Reserve Bank of India Act, 1934, as amended from time to time.

ROC The Registrar of Companies, NCT of Delhi & Haryana.

Rs. Rupees.

SEBI The Securities and Exchange Board of India constituted under the SEBI Act.

SEBI Act The Securities and Exchange Board of India Act, 1992, as amended from time to

time.

SEBI Debt

Regulations

SEBI (Issue and Listing of Debt Securities) Regulations, 2008 as amended from

time to time and SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 as amended from time to time

TDS Tax Deducted at Source.

WDM Wholesale Debt Market.

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FORWARD LOOKING STATEMENTS

Certain statements contained in this Information Memorandum that are not statements of historical fact

constitute „forward-looking statements‟. Potential Debenture Holders 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. Similarly, statements that describe our strategies,

objectives, plans or goals are also forward-looking statements. All statements regarding our expected

financial conditions, results of operations, business plans and prospects are forward-looking statements.

These forward-looking statements include statements as to our business strategy, revenue and

profitability, new business and other matters that are not historical facts. All forward-looking statements

are subject to risks, uncertainties and assumptions about us that could cause actual results to differ

materially from those contemplated by the relevant forward-looking statement. Important factors that

could cause actual results to differ materially from our expectations include, among others:

growth prospects of the Indian [real estate] sector and related policy developments;

general, political, economic, social and business conditions in Indian and other global markets;

our ability to successfully implement our strategy, growth and expansion plans;

competition in the Indian markets;

availability of adequate debt and equity financing at reasonable terms;

performance of the Indian debt and equity markets;

changes in laws and regulations applicable to companies in India, including foreign exchange

control regulations in India; and

other factors discussed in this Information Memorandum, including under the section entitled

“Risk Factors”. Additional factors that could cause actual results, performance or achievements to differ materially

include, but are not limited to those discussed under the section entitled “History and Business of the

Issuer”. The forward-looking statements contained in this Information Memorandum are based on the

beliefs of, as well as the assumptions made by, and information currently available to, the management of

the Issuer. Although we believe that the expectations reflected in such forward-looking statements are

reasonable at this time, we cannot assure Investors that such expectations will prove to be correct. Given

these uncertainties, Investors are cautioned not to place undue reliance on such forward-looking

statements. If any of these risks and uncertainties materialize, or if any of our underlying assumptions

prove to be incorrect, our actual results of operations or financial condition could differ materially from

that described herein as anticipated, believed, estimated or expected. All subsequent forward-looking

statements attributable to us are expressly qualified in their entirety by reference to these cautionary

statements.

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SUMMARY TERM SHEET

Authority for the placement

1. The Issue is being made pursuant to the board resolution dated May 16, 2016. The shareholders

of the Issuer have approved the issuance of Debentures through a resolution dated August 9,

2016.

Security Name 16% 2000 rated, listed, redeemable non-convertible debentures of INR 10,00,000 (Rupees Ten Lakhs only) each, for an aggregate amount of up to

INR 200,00,00,000 (Rupees Two Hundred crore only) .

Issuer Parsvnath Landmark Developers Private Limited

Debenture Trustee Axis Trustee Services Limited, Axis House, 2nd

Floor, Wadia International

Centre, Pandurang Budhkar Marg, Worli, Mumbai – 400025

Type and nature of

Instrument

2000 listed, redeemable, rated, non-convertible debentures of face value INR 10,00,000 (Rupees Ten Lakhs only) each for cash aggregating up to

INR 200,00,00,000 (Rupees Two Hundred crore only) . The Debentures are

not secured for the purposes of Section 71 of the Companies Act, 2013.

Seniority The claims of the Debenture Holders shall be superior to the claims of any

unsecured creditors of the Issuer and subject to applicable statutory and/or

regulatory requirements.

Issue Size Not exceeding INR 200,00,00,000 (Rupees Two Hundred crore only).

Credit Rating CRISIL BB (SO)/ STABLE

Mode of Issue On private placement basis.

Eligible Investors The following categories of Investors together constitute “Eligible

Investors”: Commercial Banks;

Eligible Financial Institutions;

Insurance Companies;

Companies;

NBFCs and RNBCs;

Mutual Funds;

FIIs;

QFIs;

FPIs;

Provident funds, gratuity, superannuation & pension funds, subject to

their investment guidelines; and

Any other Eligible Investor authorised to invest in these Debentures.

Only Eligible Investors, when specifically approached, are eligible to apply

for the Debentures.

Listing The Debentures shall be listed on the WDM segment of BSE. The Issuer shall ensure that the listing of the Debentures on the WDM segment of the

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BSE takes place within 15 (fifteen) calendar days from the Deemed Date of

Allotment. The Issuer also reserves the right to get the Debentures listed on such other

recognized stock exchanges as the Issuer may deem fit after giving prior

notification of such proposed listing to the Debenture Trustee. In the event of a delay in listing of the Debentures beyond 15 (fifteen)

calendar days of the Deemed Date of Allotment, the Issuer will pay to the

Investor(s) penal interest of 5% p.a. over the Interest Rate commencing on

the expiry of 30 (thirty) calendar days from the Deemed Date of Allotment

until the listing of the Debentures. In case of subscription by FIIs, FPIs and

QFIs, in the event of delay in listing beyond 15 (fifteen) calendar days of

the Deemed Date of Allotment, the Issuer will refund the proceeds of Issue

with penal interest of 5% p.a. over the Interest Rate from the Deemed Date

of Allotment until the date of refund, immediately.

Option to retain

oversubscription

N.A.

Objects of the Issue and

details of the utilisation

of the proceeds.

Proceeds from the issue of the Debentures shall utilized as follows:

(i) to repay all outstanding amounts to JP Morgan Advisors India Pvt.

Limited under the rupee facility agreement availed of from JP Morgan

Advisors India Pvt. Limited;

(ii) For financing acquisition of certain assets by the Issuer or such other

purposes as may be mutually agreed to by the Debenture Trustee, the

Corporate Guarantor and the Issuer.

Interest Rate Means (i) 16 (Sixteen) per cent per annum for a period of 36 (Thirty-Six)

months from the Pay-in Date, and (ii) 18 (Eighteen) per cent per annum for

the period starting after the expiry of 36 (Thirty-Six) months from the Pay- in Date and ending on the Final Settlement Date..

Interest Step-up/down

and Interest Reset

18 (eighteen) per cent per annum for the period starting after the expiry of 36 (thirty-six) months from the Pay-In Date and ending on the Final

Settlement Date.

Interest Type Fixed.

Interest Payment

Frequency

Each Interest Period for the Debentures shall be for the duration of 6 (six)

months commencing from the Pay-In Date. Provided that no Coupon shall

be payable for a period of 12 months from the Pay-in Date (Interest

Moratorium).

Interest Payment Date Means the last day of each Interest Period. Provided, that Interest payable

during Interest Moratorium shall be payable by the Issuer within 1 (one)

Business Day of the expiry of Interest Moratorium, subject to a minimum

amount of INR 10,00,00,000 (Rupees Ten crores only). Please refer to Annexure E of this Information Memorandum for

illustration of the Interest Payment Dates and cash flows emanating from

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the Issue.

Day Count Basis Actual/Actual

Interest on application

money for Debentures

N.A.

Default Interest Rate 5 (five) p.a. above the applicable Interest Rate (“Default Interest”). The

Default Interest shall apply upon (i) the incidence of an Event of Default,

and (ii) failure by the Obligor to pay any sum payable when due (or during

the grace period, if any, specified or agreed upon in relation to any such

payment) under the Transaction Documents.

Tenor 36 months from the Deemed Date of Allotment. The tenor of the

Debentures can be extended for a period of 6 months by the Debenture Holders in accordance with Applicable Law.

Maturity Date Date falling on the expiry of period of 36 months from the Deemed Date of Allotment. The Maturity Date can be extended for a period of 6 (six)

months at the option of the Debenture Holders in accordance with Applicable Law.

Redemption Amount Outstanding Amounts

Redemption Premium or Discount

(a) on the Maturity Date, an amount of INR 23,00,00,000 (Rupees

Twenty-Three Crores only); and

(b) in the event that the Issuer, subject to Applicable Law, prepays all

Outstanding Amount to the Debenture Holders within a period of 24

(Twenty-Four months) from the Deemed Date of Allotment, then

the Redemption Premium which shall be payable by the Issuer on

the redemption of Debentures shall stand reduced to INR

13,00,00,000 (Rupees Thirteen Crores only).

Issue price At par, INR 10,00,000 (Rupees Ten Lakhs only ) per Debenture.

Face Value INR 10,00,000 (Rupees Ten Lakhs only) per Debenture.

Discount at which the

Debentures are being

issued and the effective

yield as a result of such

discount

N.A.

Put Option Date N.A.

Put Option Price N.A.

Call Option Date N.A

Call Option Price N.A.

Put Notification Time N.A.

Call Notification Time N.A.

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Minimum subscription

for Debentures

The minimum subscription amount for a single investor shall be INR

10,00,000 (Rupees Ten Lakhs only) and in multiples of INR 10,00,000

(Rupees Ten Lakhs only) thereafter.

Opening Date of the

Issue

13th October 2016

Closing Date of the Issue 13th October 2016

Pay-in Date 13th October 2016

Deemed Date of

Allotment

13th October 2016

Issuance Mode Dematerialized only.

Trading Mode Dematerialized only.

Settlement Mode As specified in the section entitled “Issue Procedure”.

Market Lot 1 (one) Debenture

Depository NSDL and/or CDSL.

Business Day Convention Means a day (other than a Saturday or a Sunday) on which banks are open for general business in Mumbai, Delhi, Mauritius, Hong Kong and United

States and in relation to payments in any other city, a day on which banks

are open for general business in such city.

Should any of the due dates for payment of Outstanding Amounts, other

than the Interest Payment Dates, falls on a day that is not a Business Day,

the succeeding Business Day shall be considered as the effective due date.

If the Interest Payment Date falls on a day which is not a Business Day,

then the succeeding Business Day shall be considered the Interest Payment

Date.

Record Date Date which is 15 (fifteen) calendar days prior to each due date (i.e. each Interest Payment Date or the Maturity Date) for the amounts payable on the

Debentures. Persons who are Debenture Holders as on the Record Date

shall be the recipients of such actual payments.

Security (i) A first ranking charge and mortgage over all of Company’s assets, present and future, and properties including the Project Site, Jodhpur Project Units and the leasehold interest in the underlying land by way of mortgage by deposit of title deed; (b) A first ranking charge over all accounts established in relation to the proceeds of the Project and the Debentures, cash flows and distributions, agreements and other rights and properties of the Company and all monies, securities, instruments and/or cash equivalents deposited or required to be deposited in the bank accounts of the Company; and (c) A first ranking charge over all receivables of the Project and related developments on the Project and all other receivables from the Project;

Serial No:





25

(ii) A first ranking charge over (a) all shareholder loans advanced to the

Company; (b) Company’s rights under any interest rate cap agreement or any

other hedging arrangement; and (c) the Company’s rights and interests under

all Approvals, Insurance Contracts, Project Documents and any

completion guarantees provided in relation to Project Documents;

(iii)pledge over all Shares of the Company held by the Corporate

Guarantor; and

(iv) guarantee by the Corporate Guarantor and Mr. Pradeep Jain.

The security in paragraph (i) to (iii) above (except for Jodhpur Project Units

and any accounts opened in connection with the proceeds of the Debentures)

will be shared on a pari passu basis with lender of the Priority Loan.

The above security will be created as a condition subsequent to

funding.

Minimum security cover: Nil

Revaluation/ replacement of security: Nil

Transaction Documents All Transaction Documents. The Issuer confirms that all Transaction Documents shall reflect the terms and conditions in this Information Memorandum.

Conditions Precedent As described in Part 1 of Schedule 5 of the Debenture Trust Deed. .

Conditions Subsequent As described in Part 2 of Schedule 5 the Debenture Trust Deed.

Events of Default As described in Schedule 1 of the Debenture Trust Deed.

Provisions related to

cross default

(a) Any payment obligations of the Company is not paid when due

(after the expiry of originally acceptable grace period).

(b) The Company defaults in making any material payments to a trade

creditor, which results in a Material Adverse Effect.

(c) Any Financial Indebtedness (other than the Financial Indebtedness

due to trade creditors) of the Company: (i) becomes prematurely

due and payable; (ii) is placed on demand; or (iii) is capable of

being declared by or on behalf of a creditor to be prematurely due

and payable or of being placed on demand, in each case, as a result

of an event of default or any provision having a similar effect

(howsoever described).

(d) Any default (which has not been cured within the applicable grace

period) occurs in relation to any Financial Indebtedness of the

Corporate Guarantor, which default relates to an aggregate

Financial Indebtedness (taken together or individually) of INR

Serial No:





26

200,00,00,000 or more.

(e) Any Financial Indebtedness of the Corporate Guarantor in excess of

INR 200,00,00,000: (i) becomes prematurely due and payable; (ii)

is placed on demand; or (iii) is capable of being declared by or on

behalf of a creditor to be prematurely due and payable or of being

placed on demand, and in each case, as a result of an event of

default or any provision having similar effect (howsoever

described).

Role and Responsibilities

of the Debenture Trustee

To oversee and monitor the overall transaction and hold the Secured Assets for and on behalf of the Debenture Holders, and act as per the Debenture

Trustee Regulations.

Governing Law and

Jurisdiction

The Debentures are governed by and will be construed in accordance with

the laws of India, and courts and tribunals of New Delhi shall have non-

exclusive jurisdiction over matters arising in connection with the

Debentures.

Serial No:





27

RISK FACTORS

1. Our real estate development activities are primarily focused in and around Delhi.

As a result, our business, financial condition and results of operation have been

and will continue to be heavily dependent on the performance of, and the

prevailing conditions affecting, the real estate market in Delhi and, therefore, our

business and financial condition may be affected by various factors outside our

control, including prevailing local and economic conditions, changes in the supply

and demand for properties comparable to those we develop, changes in the

applicable government regulations, economic conditions, demographic trends,

employment and income levels and interest rates, among other factors.

2. Our business faces competition from local property developers with respect to

factors such as location, facilities and supporting infrastructure, services and

pricing. Intensified competition between property developers may result in

oversupply of properties which may adversely affect our business.

3. We also rely on manufacturers and other suppliers to provide us with many of the

products over which we do not have direct control and as such are exposed to

risks relating to the quality of such products. In addition, even if some of these

third parties do not complete our orders to our satisfaction in a timely manner, our

operations, reputation and financial condition could be adversely affected.

4. We maintain insurance on property and equipment in amounts believed to be

consistent with industry practices and our insurance policies cover physical loss

or damage to our property and equipment arising from a number of specified risks

including burglary, fire, landslides and other perils. Notwithstanding the insurance

coverage that we carry, we may not be fully insured against some business risks

and the occurrence of an accident that causes losses in excess of limits specified

under the relevant policy, or losses arising from events not covered by insurance

policies, could materially harm our financial condition and future operating

results.

5. We contract with independent construction contractors for the construction of all

of our projects. If a contractor fails to perform its obligation satisfactorily or

within the prescribed time periods with regard to a project, we may be unable to

develop the project within the intended time frame, at the intended cost, or at all.

If this occurs, we may be required to incur additional cost or time to develop the

property to appropriate quality standards in a manner consistent with our

development objectives, which could result in reduced profits or in some cases,

significant penalties and losses. We cannot assure you that the services rendered

by any of our independent construction contractors will always be satisfactory or

match our requirements for quality.

6. The real estate industry in India is heavily regulated by the Government of India,

state governments and local authorities. Although we believe that our projects are

Serial No:





28

in compliance with applicable laws and regulations, there could be instances of

non-compliance, which may subject us to regulatory action in the future,

including penalties, seizure of land and other legal proceedings. Further, due to

the possibility of unanticipated regulatory developments, the amount and timing

of future expenditure to comply with these regulatory requirements may vary

substantially from those currently in effect.

Prospective investors are advised to carefully read these key risk factors associated with the

Debentures. These risks are not, and are not intended to be, a complete list of all risks and

considerations relevant to Debentures or your decision to purchase Debentures.

Serial No:





29

HISTORY AND BUSINESS OF THE ISSUER

HISTORY OF THE ISSUER

The Company was incorporated on October 06, 2003, under the Companies Act, 1956 with the Registrar

of Companies, NCT of Delhi and Haryana. In 2009, the Company was identified as a special purpose

vehicle for the purpose of developing the Project “La-Tropicana”, a premium residential project at

Khyber Pass, Civil Lines, Delhi.

MAIN OBJECTS AND BUSINESS OF THE ISSUER

The Main Objects (not defined) of the Company as given in the Memorandum of Association of the

Company are as under:

To engage in the business of construction, development, management and operation of construction

development projects, including but not limited to integrated townships, housing, built-up infrastructure,

commercial complexes, hotels, resorts, hospitals, education institutions, recreational facilities, city and

regional infrastructure.

EMPLOYEES

The Company has one employee, viz., Mr. Atul Kumar Gupta, Company Secretary. Employees of the

holding company Parsvnath Developers Ltd are deputed to perform the various functions required.

OUTSTANDING MATERIAL LITIGATION

S.No. Title / Parties Court /Forum

Description of the Matter

Status

1 Dhwanit Parmar Vs PLDPL (CC No. 1485/2015)

National Commission

This is Consumer Complaint filed by the Complainant alleging delay in delivery of possession.

Listed for directions. Reply has been filed.

2 Sakshi Confin Pvt. Ltd. Vs PLDPL & ANR. (CC No. 64/2016)

National Commission

This is Consumer Complaint filed by the Complainant alleging delay in delivery of possession.

Listed for directions. Reply has been filed.

MATERIAL AGREEMENT/ DOCUMENTS ENTERED INTO BY THE ISSUER

A statement containing particulars of the dates of, and parties to all material contracts, agreements in

relation to the Issue is set out below:

1. Certified true copies of the Memorandum and Articles of Association of the Issuer as amended

till date.

2. Certified true copy of the resolution of the Board of Directors dated May 16, 2016 authorizing the

issue of the Debentures.

Serial No:





30

3. Rating letter dated September 08, 2016 of CRISIL Limited to the Issuer for the Issue and the

rating rationale pertaining thereto 4. Annual Report of the Issuer for the financial year ended March 31, 2016.

5. Consent letter from the Debenture Trustee dated 27th

May 2016. 6. Consent letter from the Registrar dated July 22, 2016.

7. Tripartite Agreement (not defined) between NSDL, Registrar and Issuer for dematerialization of

Debentures dated December 9, 2010.

8. Debenture Trustee Appointment Agreement between the Debenture Trustee and Issuer dated 11th

August 2016. 9. Special Resolution (not defined) of shareholders of the Issuer for issue of non-convertible

debentures during financial year 2016-17 dated August 9, 2016.

Serial No:





31

SELECTED FINANCIAL INFORMATION

The following table sets out a summary of the audited standalone financial information of the Issuer as at

and for the years ended March 31, 2014, 2015 and 2016. This information should be read in conjunction

with, and is qualified in its entirety by reference to, the Issuer’s standalone audited financial statements

and the related notes thereto which are available with the Debenture Trustee. The Issuer’s financial

statements prepared under Indian GAAP as at and for the year ended March 31, 2014, 2015 and 2016

were audited by Deloitte Haskins & Sells, Chartered Accountants, and their audit reports in relation thereto are available with the Debenture Trustee.

The Issuer will submit half yearly audited standalone financial information to BSE and Debenture

Trustee on an on-going basis in accordance with the Debt Listing Agreement.

KEY FINANCIAL AND OPERATIONAL PARAMETERS

PARTICULARS

Year ended March 31, Quarter ended

June 30

2014 2015 2016 2016

Audited Unaudited

Rupees Rupees

Net worth 1,41,77,01,969 1,29,31,52,276 1,29,06,86,595 1,32,33,10,292

Total Debt 1,25,61,85,418 1,23,93,07,925 1,23,30,64,356 1,23,32,28,925

- Non current maturities of long

term borrowings

75,78,26,400

75,78,26,400

75,78,26,400

75,78,26,400

- Short term borrowings 3,16,92,354 1,48,14,861 85,71,292 87,35,861

- Current maturities of long

term borrowings

46,66,66,664

46,66,66,664

46,66,66,664

46,66,66,664

Net Fixed Assets 29,40,538 22,83,925 24,40,317 23,27,439

Non-Current Assets 51,38,27,803 47,83,33,458 46,52,33,109 3,92,08,753

Cash and Cash Equivalents 6,63,92,322 1,12,23,898 4,24,81,960 1,01,02,029

Current Investments 0 0 0 0

Current Assets 2,47,63,44,761 2,51,45,10,400 2,64,80,11,041 3,17,04,65,280

Current Liabilities 81,75,84,733 94,41,49,107 1,06,47,31,155 1,12,85,37,345

Net sales 66,88,92,255 19,29,26,505 36,58,28,319 9,16,58,272

EBITDA

26,65,77,519

7,10,77,349 11,39,82,603

4,60,36,616

EBIT 26,53,39,843 7,04,20,736 11,35,67,995 4,59,23,738

Interest 28,05,09,920 24,63,69,977 11,66,52,072 (2,08,99,200)

PAT (1,31,11,335) (12,45,49,693) (24,65,681) 3,26,23,696

Dividend amounts 0 0 0 0

Current ratio 3.03 2.66 2.48 2.80

Interest coverage ratio 0.95 0.29 0.97 N.A.

Gross debt/equity ratio 0.89 0.96 0.96 0.93

Debt Service Coverage Ratios 0.21 0.06 0.09 0.04

Serial No:





32

ANNUAL AUDITED BALANCE SHEET FOR THE FINANCIAL YEARS ENDED MARCH 31,

2014, 2015 AND 2016 AND THE UNAUDITED BALANCE SHEET FOR THE QUARTER

ENDED JUNE 30, 2016

Particulars Year ended March 31 Quarter ended

June 30 2014 2015 2016 2016

Audited Unaudited

Rupees Rupees

I. EQUITY AND LIABILITIES

(1) Share Holder's Funds: (a) Share Capital

3,28,20,520

3,28,20,520

3,28,20,520

3,28,20,520

(b) Reserves and Surplus 1,38,48,81,449

1,26,03,31,756

1,25,78,66,075

1,29,04,89,772

1,41,77,01,969 1,29,31,52,276 1,29,06,86,595 1,32,33,10,292

(2) Non-Current Liabilities

(a) Long-term borrowings 75,78,26,400 75,78,26,400 75,78,26,400 75,78,26,400

(b) Long term provisions 0 0 0 0

75,78,26,400 75,78,26,400 75,78,26,400 75,78,26,400

(3) Current Liabilities

(a) Short-term borrowings 3,16,92,354 1,48,14,861 85,71,292 87,35,861

(b) Trade payables 15,58,10,829

12,20,44,292

12,61,08,169

20,43,55,968

(c) Other current liabilities

62,97,72,447

80,69,22,065

93,00,31,944

91,10,10,994

(d) Short-term provisions 3,09,103 3,67,889 19,750 44,34,521

81,75,84,733 94,41,49,107 1,06,47,31,155 1,12,85,37,344

Total 2,99,31,13,102 2,99,51,27,783 3,11,32,44,150 3,20,52,69,434

II. Assets

(1) Non-current assets (a) Fixed assets (i) Tangible assets 29,40,538 22,83,925 24,40,317 23,27,439

(ii) Intangible assets 0 0 0 0

29,40,538 22,83,925 24,40,317 23,27,439

(b) Non-current investments 0 0 0 0

(c) Deferred tax assets (net) 53,29,638 5,68,38,299 5,74,56,695 3,68,81,314

(d) Long term loans and advances 50,84,98,165 42,14,95,159 40,53,36,097 0

(e) Other non-current assets 0 0 0 0

51,67,68,341 48,06,17,383 46,52,33,109 3,92,08,753

(2) Current assets

(a) Inventories 1,20,12,42,279 1,22,77,98,077 1,17,42,61,689 1,77,39,43,539

(b) Receivables under financing activity 55,34,52,341 44,37,04,349 33,85,16,714 25,72,80,960

(c) Cash and Bank Balances 6,63,92,322 1,12,23,898 4,24,81,960 1,01,02,029

(d) Short-term loans and advances 30,71,43,077 25,95,54,676 24,73,96,713 19,73,41,730

Serial No:





33

(e) Other current assets 34,81,14,742 57,22,29,400 84,53,53,965 93,17,97,022

2,47,63,44,761 2,51,45,10,400 2,64,80,11,041 3,17,04,65,280

Total 2,99,31,13,102 2,99,51,27,783 3,11,32,44,150 3,20,96,74,033

ANNUAL AUDITED STATEMENT OF PROFIT AND LOSS ACCOUNT FOR THE FINANCIAL

YEARS ENDED MARCH 31, 2014, 2015 AND 2016 AND THE UNAUDITED PROFIT AND LOSS

ACCOUNT FOR THE QUARTER ENDED JUNE 30, 2016.

Year ended March 31 Quarter ended

June 30 PARTICULARS

INCOME

2014 2015 2016 2016

Audited Unaudited

Rupees Rupees

Income from Operations 66,88,92,255 19,29,26,505 36,58,28,319 9,16,58,272

Other Income 28,25,969 10,86,672 10,74,705 24,38,593

Total Income (A) 67,17,18,224 19,40,13,177 36,69,03,024 9,40,96,865

EXPENDITURE

Cost of Material Consumed 15,65,22,218 8,09,33,018 8,22,21,416 1,81,23,716

Contract cost, labour and other

charges 9,40,47,795 2,97,43,606 4,67,06,790 94,55,599

Changes in inventories of work-in-

progress 5,51,30,993 (2,65,55,798) 5,35,36,388 1,05,60,150

Personnel Expenses 27,46,019 27,53,205 11,20,349 2,38,046

Administrative & Other Expenses 9,66,93,680 3,60,61,797 6,93,35,478 96,82,738

Finance charges 28,05,09,920 24,63,69,977 11,66,52,072 (2,08,99,200)

Depreciation 12,37,676 6,56,613 4,14,608 1,12,878

Provision for Doubtful Loans 0 0 0 0

Total Expenditure ( B ) 68,68,88,301 36,99,62,418 36,99,87,101 2,72,73,927

Profit/(Loss) Before Tax ( A - B ) (1,51,70,077) (17,59,49,241) (30,84,077) 6,68,22,938

PROFIT/(LOSS) FOR THE

PERIOD (1,51,70,077) (17,59,49,241) (30,84,077) 6,68,22,938

Income tax 0 0 0 0

Deferred Taxes (43,70,858) (5,15,08,660) (6,18,396) 3,41,99,242

Provision for earlier years 23,12,116 1,09,112

PROFIT/(LOSS) AFTER TAX (1,31,11,335) (12,45,49,693) (24,65,681) 3,26,23,696

Less: Transferred to Statutory

Reserve 0 0 0 0

Profit /(Loss) carried forward to

Balance Sheet (1,31,11,335) (12,45,49,693) (24,65,681) 3,26,23,696

Profit/(Loss) Carried forward from

previous year 87,80,40,388 86,49,29,053 74,03,79,360 73,79,13,679

Appropriations

Serial No:





34

Proposed Dividend 0 0 0 0

Corporate Dividend Tax 0 0 0 0

Balance Carried to Balance sheet 86,49,29,053 74,03,79,360 73,79,13,679 77,05,37,375

Profit/(Loss) for the year (1,31,11,335) (12,45,49,693) (24,65,681) 3,26,23,696

Basic and Diluted Earnings per Share

(3.99)

(37.95)

(0.75)

9.94

ANNUAL AUDITED CASH FLOW STATEMENT FOR THE FINANCIAL YEARS ENDED

MARCH 31, 2014, 2015 AND 2016 AND THE UNAUDITED CASH FLOW STATEMENT FOR

THE QUARTER ENDED JUNE 30, 2016.

PARTICULARS

NET PROFIT / ( LOSS ) AS

PER PROFIT & LOSS

ACCOUNT

Adjustments for


June 30

2014 2015 2016 2016

Audited Unaudited

Rupees Rupees

(1,51,70,077) (17,59,49,241) (30,84,077) 6,68,22,938

Depreciation 12,37,676 6,56,613 4,14,608 1,12,878

Interest Income (24,49,269) 0 0 0

Finance Cost 27,86,15,188 23,25,62,175 11,13,19,918 (2,08,99,400)

Provision for Employee benefits 23,945 58,786 -3,48,139 10,169

Profit/Loss on sale of Fixed Assets 0 0 0 0

OPERATING PROFIT

BEFORE WORKING

CAPITAL CHANGES

Changes in working capital:

Adjustments for

(increase)/decrease in operating

assets:

26,22,57,463 5,73,28,333 10,83,02,310 4,60,46,585

Inventories 5,51,30,993 (2,65,55,799) 5,35,36,388 (59,96,81,850)

Trade Receivables 7,19,15,103 10,97,47,992 10,51,87,635 8,12,35,754

Short Term Loans and Advances (2,33,93,351) 4,75,88,402 1,21,57,963 50,0,54,983

Long Term Loans and Advances - 9,11,27,746 1,82,55,416 39,61,16,838

Other Current Assets 10,96,70,306 (22,41,14,658) (27,31,24,565) (8,64,43,057)

Adjustments for

increase/(decrease) in operating

liabilities: Trade Payables 6,17,01,129 (3,37,66,537) 40,63,877 7,82,47,799

Other Current Liabilities 2,34,53,296 (87,78,788) 1,74,72,708 58,96,038

CASH FLOW FROM

OPERATIONS 56,07,34,939 1,25,76,691 4,58,51,732 (2,85,26,910)

Taxes paid 61,54,102 42,33,853 20,96,354 92,19,259

Serial No:





35

PARTICULARS


June 30

2014 2015 2016 2016

Audited Unaudited

Rupees Rupees

NET CASH FROM

OPERATING ACTIVITIES

55,45,80,837

83,42,838

4,37,55,378

(1,93,07,651)

CASH FLOWS FROM

INVESTING ACTIVITIES

Investments 0 0 0 0

Purchase of Fixed Assets

0

0 5,71,000

0

Sale of Assets 0 0 0 0

Interest Income 37,33,060 0 0 0

Income from investments 0 0 0 0

Decrease/(increase) in deposits

with bank not considered as cash

and cash equivalents

2,25,00,000

0

0

0

NET CASH FROM

INVESTING ACTIVITIES

2,62,33,060

0

(5,71,000)

0

CASH FLOWS FROM

FINANCING ACTIVITIES

Finance costs paid (25,75,22,241) (4,66,33,769) (56,82,747) (40,17,588)

Proceeds from short-term

borrowings

3,16,92,354

0

(62,43,569)

1,64,569

Repayment of short-term

borrowings

0

(1,68,77,493)

0

0

Repayment of Secured Term Loan (35,00,00,001) 0 0 0

NET CASH FROM

FINANCING ACTIVITIES

(57,58,29,888)

(6,35,11,262)

(1,19,26,316)

(38,53,019)

Net increase / (decrease) in cash and cash equivalents

49,84,009

(5,51,68,424)

3,12,58,062

(2,31,60,670)

Balance of cash – Opening 6,14,08,313 6,63,92,322 1,12,23,898 4,24,81,960

Balance of cash – Closing 6,63,92,322 1,12,23,898 4,24,81,960 1,93,21,290

Serial No:





36

REGULATORY DISCLOSURES

1. Name and registered office of the Issuer

Issuer

Name: Parsvnath Landmark Developers Private Limited

Registered Office: Parsvnath Tower, Near Shahdara Metro Station, Shahdara, Delhi -

110032

Corporate Office: 6th

Floor, Arunachal Building, 19, Barakhamba Road, New Delhi - 110001

Tel No.: 011-43050100

Fax No.: 011-43050473

Email: [email protected]

CFO of the Issuer : Not appointed

Compliance Officer

Name: Mr. Atul Kumar Gupta

Address: Parsvnath Tower, Near Shahdara Metro Station, Shahdara, Delhi -

110032 Email: [email protected]

Arranger to the Issuer

There is no arranger for this Issue.

Debenture Trustee to the Issue

Name: Axis Trustee Services Limited

Address: Axis House, 2nd Floor, Wadia International Centre, Pandurang Budhkar

Marg, Worli, Mumbai - 400025

Tel No.: 022 6226 0054

Fax No.: 022 2425 3000

Email: [email protected] Contact Person: Chief Operating Officer

Website: www.axistrustee.com

Registrar to the Issue

Name: Link Intime India Pvt Ltd

Address: C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West),

Mumbai - 400078

Tel No. 022-25963838 Fax No: 022-25946969 Email: [email protected]

Contact Person: Mr. Vinayak Bendal Website: www.linkintime.co.in




http://www.axistrustee.com/


http://www.linkintime.co.in/

Serial No:





37

Credit Rating Agency

Name: CRISIL Limited

Address: CRISIL House, Central Avenue, Hiranandani Business Park, Powai,

Mumbai – 400076Tel: +91-22-33423000

Fax: +91-22-33423001 Website: www.crisil.com

Auditors of the Issuer

Name: M/s Deloitte Haskins & Sells, Chartered Accountants

Address: 7th

Floor, Building 10, Tower B, DLF Cyber City Complex, DLF City

Phase-II, Gurgaon - 122002 Tel: 0124 - 6792000

Fax: 0124 - 6792012


Contact Person: Mr. Vinesh Jain

Website: www.deloitte.com/in

2. A brief summary of the business or activities of the Issuer and its line of business:

Please see the section headed “History and Business of the Issuer”. 3. Gross debt to equity ratio prior to and after Issue:

Particulars Prior to Issue After the Issue

Debt Equity Ratio 0.96 1.56

For this disclosure the Issuer has used the figures of audited balance sheet as at March 31, 2016 4. A brief history of the issuer since its incorporation giving details of its following activities:

(i) Details of share capital as at September 30, 2016, being the last quarter end:

No. of

Shares

Face

Value

Cumulative

Face Value

Premium Cumulative

Share

Capital in Rs. Rs. Rs. Rs.

AUTHORISED

CAPITAL

(i) Class A Equity Shares 27,20,101 10 2,72,01,010 - -

(i) Class B Equity Shares 7,40,000 10 74,00,000 - -

TOTAL 34,60,101 3,46,01,010 - -

ISSUED, SUBSCRIBED

AND PAID-UP CAPITAL

(i) Class A Equity Shares 27,20,101 10 2,72,01,010 24,83,98,303 27,55,99,313

(i) Class B Equity Shares 5,61,951 10 56,19,510 13,65,54,093 14,21,73,603

TOTAL 32,82,052 3,28,20,520 38,49,52,396 41,77,72,916

http://www.crisil.com/



http://www.deloitte.com/in

Serial No:





38

(ii) Details of changes in capital structure of the Issuer in the last five years, as at September 30,

2016, being the last quarter end:

There has been no change in the capital structure of the Company in the last 5 years.

(iii) Details of equity share capital history as at September 30, 2016 being the last quarter end:

Date of

Allotment

No of

Equity

Shares

Face

Value

(Rs.)

Issue

Price

(Rs.)

Consideration

(cash, other

than cash, etc)

Nature of

Allotment

Cumulative

Remark

s

No. of

Equity

Shares

Equity Share

Capital

Rs.

Equity Share

Premium (In Rs.)

06-10-2003 10,000 10 10 Cash Subscription to

Memorandum

of Association

10,000 1,00,000 0

28-03-2005 25,50,000 10 10 Cash Further issue of shares

25,60,000 2,56,00,000 0

14-06-2009 4,51,765 10 253 Cash FDI Investment

30,11,765 3,01,17,650 10,97,78,895

17-06-2009 1,10,186 10 253 Cash FDI Investment

31,21,951 3,12,19,510 13,65,54,093

22-09-2009 1,60,101 10 1561.51 Cash Further issue of

shares to PDL

32,82,052 3,28,20,520 38,49,52,396

The Company has not made any allotment of shares during last one year preceding the date of the


(i) Details of any acquisition or amalgamation in the last 1 (one) year:

No amalgamation/acquisition in last 1 (one) year.

(ii) Details of any reorganization or reconstruction in the last 1 (one) year:

Type of Event Date of

Announcement

Date of

Completion

Details

No reorganization/reconstruction in last 1 (one) year.

Serial No:





39

5. Names and details of the Directors of the Issuer

(i) The following table sets forth details regarding the Issuer‟s Board of Directors as at the

date of the Information Memorandum:

Sr.

No.

Name of

the

Directors

and

Occupation

DIN

Age

(yrs)

Designa

tion

Address

Director of

the Issuer

since

Other Directorships

1 Mr. Yogesh Jain

(Company Executive)

00088662 44 Director B-2/35, Ashok Vihar, Ground

Floor, Phase-

II, Delhi -

110052

16-05-2016 1. Parsvnath MIDC Pharma SEZ Pvt. Ltd.

2. Nilanchal Realtors Pvt. Ltd. 3. Himsagar Infrastructure Pvt.

Ltd.

4. Arunachal Infrastructure

Pvt. Ltd.

5. Parsvnath Promoters And Developers Pvt. Ltd.

6. Parsvnath Hotels Limited 7. Marksmen Facilities Pvt.

Ltd.

8. Generous Buildwell Pvt. Ltd.

9. Enormity Buildcon Pvt. Ltd. 10. Parsvnath Realcon Pvt. Ltd.

11. Sureshwar Properties Pvt.

Ltd. 12. Mahanidhi Buildcon Pvt.

Ltd. 13. Congenial Real Estates Pvt.

Ltd. 14. Tishya Associates Pvt. Ltd.

15. Parasnath And Associates

Pvt. Ltd. 16. Aadishakti Minerals Pvt.

Ltd. 17. New Hind Enterprises Pvt.

Ltd.

18. Trishla Realtors Pvt. Ltd.

2 Mr. Ashish

Jain (Company

Executive)

06814151 34 Director 1/5175, U.G.

Floor, Street No.8, Near Jain

Mandir, Balbir

Nagar, Delhi -

110032

16-05-2016 1. Perfect Farms Pvt. Ltd.

2. Parsvnath HB Projects Pvt. Ltd.

3. Mirage Buildwell Pvt. Ltd. 4. Parsvnath Rail Land Project

Pvt. Ltd.

5. PDL Assets Limited 6. Parsvnath Hessa Developers

Pvt. Ltd. 7. Parsvnath Buildwell Pvt.

Ltd.

8. Nanocity Haryana Infrastructure Limited

Serial No:





40

9. Parsvnath Hotels Limited

10. Jodhpur Infrastructure Pvt.

Ltd. 11. Meghraj Homes Pvt. Ltd.

12. Generous Buildwell Pvt.

Ltd. 13. Primetime Realtors Pvt. Ltd.

14. BAE Buildwell Pvt. Ltd. 15. Sureshwar Properties Pvt.

Ltd.

16. Amazon India Limited 17. Parasnath Travels & Tours

Pvt. Ltd.

None of the Issuer‟s Directors are listed as defaulters in the RBI defaulter list, Credit Information

Bureau (India) Limited defaulters‟ list and/or Export Credit Guarantee Corporation of India

defaulters‟ list as at the date of this Information Memorandum.

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

Name

Designation

DIN

Date of

appointment

Date of Cessation

Remarks

Mr. Michael Andrew Openshaw

Director

3360707

12.11.2014

28.07.2016

Vacation

of office

under

section

167(1)(b) of

the

Companies

Act, 2013

Dr. Rajeev Jain Director 433463 01.10.2011 03.06.2016 Resigned

Mr. Pradeep Kumar Jain Director 333486 09.10.2003 16.05.2016 Resigned

Mr. Sanjeev Kumar Jain Director 333881 09.10.2003 16.05.2016 Resigned

Mr. Ramdas Janardhana Kamath

Director

35386

29.07.2008

31.03.2015

Vacation

of office

under section 167(1)(b) of

the

Companies

Act, 2013

Mr. Christopher John Nicholas Director 2069206 29.04.2013 06.11.2014 Resigned

Ms. Anjali Mahendra Patel Director 3144616 20.05.2011 06.11.2014 Resigned

Mr. Michael Andrew Openshaw

Alternate

Director for Mr.

Christopher

John Nicholas

3360707

01.08.2013

06.11.2014

Resignation

of Mr.

Christopher

John

Nicholas

Mr. Bryan Taft Southergill Director 2247724 06.01.2011 16.04.2013

Serial No:





41

6. Details of the shareholding of the Issuer as at the latest quarter end:

(i) Shareholding pattern of the Issuer as at September 30, 2016, being the last quarter end:

S.No.

Particulars

Total No.

of Equity

Shares

No of

shares in

demat

form

Total

shareholding

as % of total

no of Equity

Shares

Promoter Shareholders

1. Parsvnath Developers Ltd - Class A shares 25,60,000 0 78.00

Foreign Direct Investors

2. Sterling Pathway - Class A shares 1,60,101 1,60,101

22.00 3. Sterling Pathway - Class B shares 5,61,950 5,61,950

4. Banrod Investments Ltd - Class B shares 1 0

Total Subscribed Capital 32,82,052 7,22,051 100.00

Notes: - No of shares pledged by the promoters (if any): 25,60,000 Class A Equity Shares

held by the promoters pledged as security for loan availed from JPM.

(ii) List of top 10 holders of equity shares of the Issuer as at September 30, 2016, being

the last quarter end:

Sr.

No.

Name of

Shareholder

Address of

Shareholder

No. of

Equity

Shares

held

No. of

Equity

Shares in

Demat

form

Total

shareholding as

% of total no of

Equity Shares

1. Parsvnath

Developers Ltd –

Class A Equity

Shares

Parsvnath Tower,

Near Shahdara

Metro Station,

Shahdara, Delhi –

110032

25,60,000 0 78.00%

2. Sterling Pathway – Class A Equity

Shares

608, St. James Court, St. Dennis

Street, Port Louis,

Mauritius.

1,60,101 1,60,101 22.00%

3. Sterling Pathway – Class B Equity

Shares

608, St. James Court, St. Dennis

Street, Port Louis,

Mauritius.

5,61,950 5,61,950

4. Banrod Investments Ltd – Class B Equity

Shares

115, Griva Digeni, Trident Centre, P. C.

3101, Limassol,

Cyprus.

1 0

Grand Total 32,82,052 7,22,051 100.00%

6. Details regarding auditors of the Issuer

Serial No:





42

(i) Details of the auditor of the Issuer:

Name Address Auditor Since

M/s Deloitte Haskins & Sells,

Chartered Accountants

7th

Floor, Building 10, Tower B, DLF

Cyber City Complex, DLF City Phase-

II, Gurgaon – 122002

2006-07

(27.03.2007)

(ii) Changes in auditors of the Issuer during the last 3 (three) years:

Name Address Date of

appointment

or

resignation

Auditor of

the Issuer

since (in

case of

resignation)

Remarks

M/s Deloitte

Haskins & Sells,

Chartered

Accountants

7th

Floor, Building 10, Tower

B, DLF Cyber City Complex,

DLF City Phase-II, Gurgaon

– 122002

27.03.2007 N.A. Auditors of the

Company

since 2006-07

(iii) No reservations or qualifications or adverse remarks of the auditors in the last five

financial years except that the Auditors have pointed out that the Company has defaulted

in the repayment of dues to debenture holders as given below:

Nature of dues Amount (Rs.) Period of default

Debentures:

- Interest 12,81,12,309 449 to 906 days

7. Profits of the company for last three years before & after tax: (Rs.)

Particulars March 31, 2014 March31, 2015 March 31, 2016

Profit/(loss) before

tax

(1,51,70,077) (17,59,49,241) (30,84,077)

Profit/(loss) after

tax

(1,31,11,335) (12,45,49,693) (24,65,681)

8. Dividends declared by company for last three financial year and the interest coverage ratio:

(Rs. in crore)

Particulars March 31, 2014 March31, 2015 March 31, 2016 Dividends NIL NIL NIL

Interest Coverage ratio

0.95 0.29 0.97

9. Details of borrowings of the Issuer as at September 30, 2016, being the last quarter end:

(i) Details of secured loan facilities:

Serial No:





43

Lender’s

Name

Type of

facility

Amount

Sanctioned as

on March 31,

2016

Principal

Amount

outstanding as

on March 31, 2016

Repaymen

t Date or

Schedule

Security

Rs Rs

JP Morgan Advisors

India Pvt Ltd

Term Loan

140,00,00,000/- 46,66,66,664/- March 31, 2015

Exclusive First Charge

and English

Mortgage

(without

possession)

over all the

assets,

properties

including

leasehold

interest on

the project

land of La-

Tropicana,

receivables,

and

guarantee of

holding

Company

Parsvnath

Developers

Ltd (PDL),

pledge of all

Class A

shares of the

Company

held by

PDL.

Total 140,00,00,000/- 46,66,66,664/-

(ii) Details of unsecured loan facilities:

Lender’s Name Type of

facility

Amount

Sanctioned (Rs.)

Principal

Amount

outstanding

Repayment Date

or Schedule

Banrod

Investments Ltd

Compulsorily

Convertible Debentures

75,78,26,400/- 75,78,26,400/- Conversion into

class B equity

shares on June 12,

2024 or any time

before the said date

at the option of the

Debenture holder.

Parsvnath

Developers Ltd

Unsecured

Loan payable

on Demand

N.A. 85,71,292/- Payable on

Demand

Serial No:





44

Lender’s Name Type of

facility

Amount

Sanctioned

(Rs.)

Principal

Amount

outstanding

Repayment Date

or Schedule

Total 75,78,26,400/- 76,63,97,692/-

(iii) Details of non-convertible debentures issued by the Issuer:

Debent

ure

Series

Ten

or

Interes

t

Amount (Rs in

Crores)

Date of

Allotme

nt

Redemptio

n date or

Schedule

Credit

Rating Secure

d or

Unsec

ured

Sec

urit

y

The Issuer has not issued any Non-Convertible Debentures till the date of this Information Memorandum.

(iv) List of top 10 holders of non-convertible debentures of the Issuer as at September 30, 2016]:

Sr. No. List of top 10 non-convertible debenture

holders

Amount Outstanding (Rs. in crores)

1. Not Applicable, since the Issuer has not issued any Non-Convertible Debentures till the date of this Information Memorandum.

(v) Details of amount of corporate guarantee issued by the Issuer along with the name of the

counterparty on behalf of whom the corporate guarantee has been issued:

S.No. Amount of Guarantee given

by the Issuer

Date Entity name on whose behalf

guarantee has been given

1. NIL N.A. N.A.

(vi) Details of commercial paper as at September 30, 2016, being the last quarter end:

Maturity Date Amount Outstanding

Not Applicable, since no commercial papers issued by the Issuer till the date of this


(vii) Details of any other borrowing of the Issuer not already covered above, as at

September 30, 2016: NIL

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

term loans, debt securities and other financial indebtedness including corporate guarantee

issued by the Issuer, in the past 5 (five) years:

Details of default(s) and/or delay as at March 31, 2016:

Nature of dues Amount (Rs.) Period of default

Debentures:

- Interest 12,81,12,309 449 to 906 days

Serial No:





45

Term Loan:

- Principal 46,66,66,668 467 to 732 days

- Interest 25,17,69,063 1 to 732 days

(ix) Details of any outstanding borrowings taken or debt securities issued where taken or

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:

As at the date of this Information Memorandum, no debt securities have been issued or

borrowings have been taken for consideration other than cash or in pursuance of an

option or at a premium/ discount. 10. Details of promoters of the Issuer

The following are the details of the promoter shareholding in the Issuer as at September 30, 2016,

being the last quarter end:

Sr.

No.

Name of

Shareholder

Total No of Equity

Shares

No of

Equity

Shares

in

demat

form

Total

Shareholding

as % of total

no of Equity

Shares

No of

Equity

Shares

pledged

% of

Equity

Shares

pledged

with

respect

to

Equity

Shares

owned

1 Parsvnath

Developers

Ltd

25,60,000 Class A

Equity Shares

NIL 78% 25,60,000 100%

TOTAL 25,60,000 Class A

Equity Shares

NIL 78% 25,60,000 100%

11. Abridged version of audited consolidated (wherever available) and standalone financial

information (like profit & loss statement, balance sheet and cash flow statement) for at least

last 3 (three) years and auditor qualifications, if any.

Please see the section headed “Selected Financial Information”. 12. Abridged version of latest audited or limited review half yearly consolidated (wherever

available) and standalone financial information (like profit & loss statement, and balance

sheet) and auditors’ qualifications, if any.

Please see the section headed “Selected Financial Information”. 13. Any material event or development or change having implications on the financials or

credit quality (e.g. any material regulatory proceedings against the Issuer or promoters, tax

litigations resulting in material liabilities, corporate restructuring event etc.) at the time of

issue which may affect the Issue or the investor’s decision to invest or continue to invest in

the debt securities.

Nil

Serial No:





46

14. Names of the Debenture Trustees and consents thereof

The Debenture Trustee for this Issue of Debentures shall be Axis Trustee Services Limited,

Axis House, 2nd Floor, Wadia International Centre, Pandurang Budhkar Marg, Worli, Mumbai -

400025. The Debenture Trustee has given its written consent for its appointment and inclusion of

its name in this Information Memorandum.

The consent letter from the Debenture Trustee is attached as Annexure C. 15. Rating and rating rationale

The Issue has been rated “CRISIL BB (SO)/ STABLE” by CRISIL Limited, CRISIL House,

Central Avenue, Hiranandani Business Park, Powai, Mumbai – 400076. The rating letter and

rating rationale from Credit Analysis and Research Limited are attached as Annexure B. 16. Guarantee or letter of comfort

A copy of the Debenture Trust Deed is submitted along with the Information Memorandum. 17. Names of all the recognized stock exchanges where securities are proposed to be listed

clearly indicating the designated stock exchange and also whether in principle approval

from the recognized stock exchange has been obtained

The Debentures of the Issuer are proposed to be listed on the WDM segment of the BSE initially.

The BSE is therefore the designated stock exchange. The Issuer shall comply with the

requirements of the Debt Listing Agreement to the extent applicable to it on a continuous basis.

The Issuer has obtained „in-principle‟ approval from the BSE/NSE to list the Debentures and

same is attached as Annexure D.

The Issuer reserves the right to get the Debentures listed on other recognized stock exchanges as

the Issuer may deem fit after giving prior notification of such proposed listing to the Debenture

Trustee. 18. Brief particulars of Management:

The Issuer Company is managed by a Board of Directors, presently comprising the following 2

directors:

1. Mr. Yogesh Jain

2. Mr. Ashish Jain

19. Details of all default(s), if any, including therein the amount involved, duration of default

and the present status. in repayment of :

a) Statutory dues:

Particulars For the period Amount Present Status

TDS on Interest U/s 194A

From March 2015 Rs

31,53,587/- & From March 2016 Rs

1,39,53,846/-

1,71,07,433

Pending

Interest on TDS

From March 2014

95,29,346

Pending

Serial No:





47

b) Deposits and interest thereon:

NIL

20. Name and address of the valuer who performed valuation of the security offered

Not applicable. 21. Proposed time schedule for which the Information Memorandum is valid

Please refer to the first page of this Information Memorandum. 22. Principle terms of assets charged as security

The Debentures are secured by security created over assets of the Issuer as detailed in the

'Definition and Abbreviations' and the 'Summary Term Sheet' sections of this Information

Memorandum. However, the debentures are not secured for the purposes of section 71 of the

Companies Act, 2013. 23. Other Details pertaining to the Issue

(i) Debenture Redemption Reserve

The Company shall create a debenture redemption reserve in accordance with Applicable

Law.

(ii) Security for the Issue

Please refer to “Security” in the section entitled “Summary Term Sheet”.

(iii) Regulations pertaining to the Issue

The Debentures being offered pursuant to this Information Memorandum are subject to

the provisions of the Companies Act, the SEBI Debt Regulations, the Memorandum and

Articles of Association of the Issuer, regulations issued by the RBI from time to time the

terms of this Information Memorandum, the Application Form, and other terms and

conditions as are or may be incorporated in the Transaction Documents.

(iv) Application Process

Please see the section headed “Issue Procedure”.

(v) Financial or material interest of the directors, promoters or key managerial personnel in

the Issue.

Nil

(vi) Litigation or legal action pending or taken by any Ministry or Department of the

Government or a statutory authority against any promoter of the Issuer during the last

three years immediately preceding the year of circulation of this Information

Memorandum.

Serial No:





48

S. No Particulars of case

1. Delhi Pollution Control Committee filed a Complaint u/s 25, 26 read with

section 44, 47 & 49 of the Water (Prevention & Control of Pollution) Act, 1974 and under Sections 21, 22 read with Sections 37, 40 & 43 of the Air (Prevention & Control of Pollution ) Act, 1981 against the Parent Company

i.e. Parsvnath Developers Ltd. and its Chairman and Directors namely Mr.

Pradeep Jain, Mr. Sanjeev Jain, Mr. Rajeev Jain and its Authorized Person

Mr. Deepak Mowar regarding Air Pollution and Water Pollution in the

Inderlok Metro Mall, Inderlok, Delhi, before the Court of Metropolitan

Magistrate, Tis Hazari .

The matter had been disposed off on 12.12.2013 and the Court imposed a

penalty of Rs. 1.0 lac each on each Accused, amounting to a total sum of Rs.

5.0 lac.

2. Haryana State pollution Control Board (HPCB) filed a complaint u/s 43, 44

of the Water (Prevention & Control of Pollution) Act 1974 against the Parent

Company i.e. Parsvnath Developers Ltd. and all its Directors including

certain ex-Directors before the Special Environment Court, Faridabad for the

alleged continuation to work without consent and violation of terms and conditions of the earlier consent during the years 2011-12 in the City Mall

Project at Faridabad, before Special Environment Court, Faridabad

The matter was earlier listed on 19.08.2013 before the Court when the matter

of improper service of summons was brought to the notice of the Court.

Thereafter the matter was adjourned to 07.02.2014. In the meantime, a Writ Petition u/s 482 of Cr. PC was moved before the Hon‟ble High Court of

Punjab & Haryana at Chandigarh for quashing the aforesaid complaint filed

by HPCB. The matter was heard by the Court on 10th October, 2013 and the

Court directed to take up the matter before the Trial Court as the various

points raised in the petition were matters of defence. The Court vide its order

dated 10.10.2013 exempted the personal appearance of the accused persons

on furnishing bail.

The accused persons appeared before the Court on different dates and were

granted bail and exemption from appearance before the Court. The matter

now stands adjourned to 07.10.2016 for deletion of name of one of the

accused persons consequent upon his demise and thereafter for pre-charge

hearing.

(vii) Remuneration of Director: (Rs in Lakhs) – The Company has not paid any remuneration, other than sitting fees paid for attending Board Meetings, to any of its Directors since its incorporation. Sitting fee was paid @Rs. 10,000/- per meeting to Mr. R. J. Kamath,

director. The last meeting attended by him was on 22nd

May 2012.

Serial No:





49

(viii) Related party transactions entered during the last three financial years immediately

preceding the year of circulation of this Information Memorandum including with regard

to loans made, or guarantees given or securities provided: (Rs)

S. No Nature of

transactions

Financial

Year

Parsvnath

Developers

Ltd

Banrod

Investments

Ltd

Total

1. Interest on Debentures 2016 - -2,84,96,349 -2,84,96,349

2015 - 11,55,68,526 11,55,68,526

2014 - 11,57,50,163 11,57,50,163

2. Short term loan received

2016 - - -

2015 - - -

2014 3,16,92,354 - 3,16,92,354

3. Short term loan repaid 2016 62,43,569 - 62,43,569

2015 1,68,77,493 - 1,68,77,493

2014 - - -

4. Advance for land purchase returned

2016 5,33,56,788 - 5,33,56,788

2015 9,11,27,746 - 9,11,27,746

2014 - - -

5. Advance against properties

2016 3,51,01,372 - 3,51,01,372

2015 - - -

2014 - - -

6. Security Deposit

returned 2016 - - -

2015 4,60,00,000 - 4,60,00,000

2014 - - -

(ix) 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 this Information Memorandum preceding financial years against the

company.

No Inquiry, inspections or investigations were initiated or conducted against the

Company under the Companies Act or any previous company law in the last three years

immediately preceding the year of circulation of this Information Memorandum.

(x) Frauds Committed against the company: (Rs in Lakhs) – No Frauds against the Company

Serial No:





50

during last three financial years.

(xi) Paid up capital of the Issuer after the Issue

No change. Please refer to the 'Details of equity share capital of the Issuer for the last five

years, as at March 31, 2016‟.

(xii) Any change in the accounting policies during the last three years and their effect on the

profits and reserves of the Issuer.

1. Change in Depreciation Policy:

Effective April 1, 2014, the Company has reviewed and revised the useful life of fixed

assets, generally in accordance with the provisions of Schedule II to the Companies

Act, 2013 for the purpose of providing depreciation on its fixed assets. The carrying

amount of fixed assets as on April 1, 2014 is depreciated over the revised remaining

useful life. Further, to rationalize the method of computation of depreciation, the

Company has changed the method of depreciation from Written Down Value (WDV)

method to Straight Line Method (SLM) for all the fixed assets. The effect of change in

method of depreciation from WDV to SLM has been applied retrospectively and

differential amount has been charged/credited to the Statement of Profit and Loss. Due

to this change in depreciation policy and estimated life, depreciation charge for the

year is lower by Rs. 213,738.

(xiii) Sharing of Information

Information are shared primarily through electronic mode and / or hard copies shares by

courier / post.

Serial No:





51

ISSUE PROCEDURE

The Issuer proposes to issue the Debentures on the terms set out under “Summary Term Sheet” above.

This section applies to all Applicants. Please note that all Applicants are required to make payment of the

full Application Amount along with the Application Form. How to Apply

Applications for the Debentures must be made in the Application Form and must be completed in block

letters in English by the Investors. The Application Amount must be paid by way of an electronic transfer

drawn in favour of “Parsvnath Landmark Developers Pvt. Ltd.” and should be crossed “Account Payee

only” on the Pay-in Date. It may be noted that payment by any other means shall not be accepted. The full

amount of the face value applied for has to be paid. No application can be made for a fraction of a

Debenture. Application Forms should be duly completed in all respects and applications not completed in

the said manner are liable to be rejected. The Issuer assumes no responsibility for any applications lost in mail or in transit.

Application Procedure

Potential Investors will be invited to subscribe by way of Application Form prescribed in the Information

Memorandum during the period between the Issue Opening Date and the Issue Closing Date (both days

inclusive). The Issuer reserves the right to close the Issue at an earlier date on the issue being fully

subscribed. The Issue shall be open for subscription at the commencement of banking hours and shall

close at the close of banking hours. Fictitious Application: As a matter of abundant caution and although not applicable in the case of

Debentures, attention of Applicants is specially drawn to the provisions of subsection (1) of section 38 of

the Companies Act: “Any person who: (a) makes in a fictitious name an application to an issuer for

acquiring, or subscribing for, any securities therein, or (b) makes multiple applications to the Issuer in

different names or in different combinations of his name or surname for acquiring or subscribing to its

securities, or (c) otherwise induces an issuer to allot, or register any transfer of, securities therein, to him,

or any other person in a fictitious name, shall be punishable with imprisonment for a term which is not

less than 6(six) months but which may extend to 10 (ten) years and also a fine of not less than the amount

of fraud which may extend to 3 times the amount involved. Who can Apply

Nothing in this Information Memorandum shall constitute and/or deem to constitute an offer or an

invitation to an offer, to be made to the public or any section thereof through this Information

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

prospectus under the Companies Act. The Issue is a domestic issue and is being made in India only.

This Information Memorandum and the contents hereof are restricted for only the intended recipient(s)

who have been addressed directly through a communication by the Issuer and only such recipients are

eligible to apply for the Debentures. Only Investors who are identified as Eligible Investors in the section

entitled “Summary Term Sheet”, when specifically approached, are eligible to apply for the Debentures.

No other person may apply. Any transfer or sale of Debentures by a Debenture Holder also needs to be

made to Eligible Investors only. All Eligible Investors are required to comply with the relevant

regulations/ guidelines applicable to them for investing in this issue of Debentures. Submission of Documents

Investors should submit the following documents, wherever applicable:

Serial No:





52

(a) Memorandum and Articles of Association/documents governing constitution;

(b) Government notification/certificate of incorporation;

(c) SEBI registration certificate, if applicable; (d) Resolution authorizing investment along with operating instructions;

(e) Power of Attorney (original and certified true copy);

(f) Form 15AA granting exemption from TDS on Interest;

(g) Order u/s.197 of IT Act;

(h) Order u/s.10 of IT Act; and (i) Specimen signatures of authorized persons duly certified by an appropriate authority.

Note: Participation by potential Investors in the Issue may be subject to statutory and/or regulatory

requirements applicable to them in connection with subscription to Indian securities by such

categories of persons or entities. Applicants are advised to peruse the Debenture Trust Deed and

further ensure that they comply with all regulatory requirements applicable to them, including

exchange controls and other requirements. Applicants ought to seek independent legal and

regulatory advice in relation to the laws applicable to them. Minimum Subscription

As the current Issue of Debentures is being made on private placement basis, the requirement of

minimum subscription shall not be applicable and therefore the Issuer shall not be liable to refund the

Issue subscription(s)/ proceed(s) in the event of the total Issue collection falling short of Issue size or

certain percentage of Issue size. Submission of completed Application Form

All Application Forms duly completed shall be submitted at the Registered Office of the Issuer. Mode of Payment

All RTGS must be made payable according to the following details on the Pay-in Date:

Account no. 916020051395807

Account name Parsvnath Landmark Developers Pvt. Ltd.- Proceeds Account

RTGS code UTIB0000884

Branch Shahdara, Delhi - 110032

Basis of Allotment and Schedule for Allotment and Issue of Debenture Certificate

The Issuer reserves the sole and absolute right to allot the Debentures to any Applicant. The unutilized

portion of the Application Amount will be refunded to the Applicant by an electronic transfer to the bank

account notified by the Applicant to the Issuer. The Issuer will allot the Debentures to the Debenture

Holder‟s Depository account within 2 (two) Business Days of the Deemed Date of Allotment. The Issuer

shall deliver the Debenture Certificate to the Applicant within 2 (two) Business Days of the Pay-in Date.

53

Serial No:





Right to Accept or Reject Applications The Issuer is entitled at its sole and absolute discretion to accept or reject any application, in part or in

full, without assigning any reason. Application Forms that are not complete in all respects may be rejected

at the sole and absolute discretion of the Issuer. The rejected Applicant(s) will be intimated along with the

refund warrant(s) within 7 (seven) calendar days from the Deemed Date of Allotment. Refunds

For Applicants whose applications have been rejected or Allotted in part, refund orders will be dispatched

within 7 (seven) calendar days from the Deemed Date of Allotment of the Debentures . In case the Issuer has received money from Applicants for Debenture in excess of the aggregate of the

Application Amount relating to the Debentures in respect of which Allotments have been made, the

Registrar shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the

extent of such excess, if any. Issue of Debentures in Dematerialised Form

The Debentures will be issued in dematerialized form within 2 (two) Business Days from the Deemed

Date of Allotment. The Issuer has made arrangements with the Depositories for the issue of the

Debentures in dematerialized form. Investors will hold the Debentures in dematerialized form as per the

provisions of Depositories Act. The DP‟s name, DPID and beneficiary account number must be

mentioned at the appropriate place in the Application Form. The Issuer shall take necessary steps to credit

the Debentures allotted to the Depository account of the Investor. All provisions relating to issue,

Allotment, transfer, transmission etc. in respect of the Debentures as prescribed under the Depositories

Act will be applicable to the Debentures issued in dematerialized form. However, for the Debentures that are rematerialized and held in physical form, the Issuer will issue one

certificate to the relevant Debenture Holder for the aggregate amount of the Debentures that are

rematerialized and held by such Debenture Holder (each such certificate a “Consolidated Debenture

Certificate”. In respect of the Consolidated Debenture Certificate(s), the Issuer will, upon receipt of a

request from the Debenture Holder within 30 (thirty) calendar days of such request, split such

Consolidated Debenture Certificates into smaller denominations in accordance with the Articles of

Association, subject to a minimum denomination of one Debenture. No fees will be charged for splitting

any Consolidated Debenture Certificates but, stamp duty, if payable, will be paid by the Debenture

Holder. The request to split a Consolidated Debenture Certificate shall be accompanied by the original

Consolidated Debenture Certificate which will, upon issuance of the split Consolidated Debenture

Certificate, be cancelled by the Issuer. Deemed Date of Allotment

All benefits (except for Interest which will accrue from the Pay-in Date) relating to the Debentures will be

available to the Investors from the Deemed Date of Allotment. Record Date

The amounts payable in respect of the Debentures on each Interest Payment Date and the Maturity Date

will be made by the Issuer to such persons whose names appear in the Register of Debenture Holders as at

the Record Date. The Debentures shall be taken as discharged on payment of all applicable redemption amounts (as

contemplated in the Transaction Documents) by the Issuer on Maturity Date to the Registered Debenture

Holder(s) whose name appears in the Register of Debenture Holder(s) on the Record Date. Such payment

of Outstanding Amounts will be a legal discharge of the liability of the Issuer towards the Debenture

54

Serial No:





Holder(s). On such payment being made, the Issuer will inform NSDL/CDSL and accordingly the account

of the Debenture Holder(s) with NSDL /CDSL will be adjusted.

The Issuer's liability to the Debenture Holder(s) towards all their rights including for payment or

otherwise shall cease and stand extinguished from the Final Settlement Date. Currency of Payment

All obligations under the Debentures including yield, are payable in Indian Rupees only. Transfers

The Debentures may be transferred to any Eligible Investor duly qualified under the applicable laws, to

apply for such Debentures. The Debentures shall be transferred and/ or transmitted in accordance with the

applicable provisions of the Companies Act and other applicable laws. The provisions relating to transfer,

transmission and other related matters in respect of shares of the Issuer contained in the Articles of

Association and the Companies Act shall apply, mutatis mutandis (to the extent applicable to the

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 or 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, the payments will be paid to the person, whose name appears in the Register of

Debenture Holders as on the Record Date. 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. The Issuer undertakes that there will be a common form of transfer available

for the Debentures held under a Consolidated Debenture Certificate.

Title

In case of: 1. Debentures held in the dematerialized form, the person for the time being appearing in the

register of beneficial owners maintained by the Depository; and 2. Debentures held in physical form, the person for the time being appearing in the Register of

Debenture Holders as the Debenture Holder,

shall be treated for all purposes by the Issuer, the Debenture Trustee, the Depositories and all other

persons dealing with such person as the holder thereof and its absolute owner for all purposes whether or

not it is overdue and regardless of any notice of ownership, trust or any interest in it or any writing on,

theft or loss of the Consolidated Debenture Certificate issued in respect of the Debentures and no person

will be liable for so treating the Debenture Holder. List of Beneficial Owners

The Issuer shall request the Depositories to provide a list of Beneficial Owners as at the end of each

Record Date. This shall be the list, which shall be considered for payment of Interest and redemption

monies or repayment of Principal Amount, as the case may be. Computation of Interest

55

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All Interest accruing for any Interest Period shall accrue from day to day and be calculated on the face

value of Principal Amount then outstanding on the basis of the actual number of days elapsed and a year

of 365 days (or 366 days in case of a leap year), at the applicable Interest Rate and rounded off to the

nearest Rupee. Effect of Holidays

Should any of the due date(s) defined above or elsewhere in this Information Memorandum or

Transaction Documents (other than the Maturity Date), fall on day which is not a Business Day, the next

day Business Day shall be considered as the effective due date(s). If the Maturity Date, as defined in this

Information Memorandum, falls on a day which is not a Business Day, then the Maturity Date shall

automatically be changed to the preceding Business Day.

Tax Deduction at Source

If any sums payable to the Debenture Holders is subject to any deduction/withholding of any present and

future tax (the “Tax Deduction”), the Issuer shall make such Tax Deduction at source, and shall pay to

the Debenture Trustee such amounts which (after making the Tax Deduction) leaves an amount equal to

the payment which would have been made to the Debenture Holders if no such Tax Deduction had been

required.

Debenture Holders should consult their own independent tax advisers to understand their tax positions. In

addition, Debenture Holders should be aware that tax regulations and their application by the relevant

taxation authorities change from time to time. Accordingly, it is not possible to predict the precise tax

treatment which will apply at any given time. Therefore, Debenture Holders are advised to consider the

tax implications in respect of subscription to the Debenture in consultation with their tax advisors. Rights of Debenture Holders

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

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

the right to attend and to vote at any general meeting(s) of the shareholders of the Issuer. Right of the Issuer to Purchase, Re-sell and Re-issue Debenture

Purchase and Resale of Debenture: The Issuer may, subject to applicable law at any time and from time

to time, purchase Debentures under this Issue at a discount, at par or for a premium in the open market or

otherwise. Such Debentures may, at the option of the Issuer, be cancelled, held or resold. Succession

In the event of demise or winding up of a Registered Debenture Holder, or the first holder in the case of

joint holders, the Issuer will recognize the executor or administrator of the demised Debenture Holder or

the holder of succession certificate or other legal representative of the demised Debenture Holder as the

Registered Debenture Holder of such Debenture, 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 Issuer. The

Issuer 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 Debenture, standing in the name of the demised Debenture Holder(s) on

production of sufficient documentary proof or indemnity. In case a person other than an individual holds

the Debentures, the rights in the Debentures shall vest with the successor acquiring interest therein,

including a liquidator or any such person appointed as per the applicable law.

56

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Security Creation

Until the Final Settlement Date, the Issuer shall not transfer the Secured Assets without the prior consent

of the Debenture Trustee and the Debenture Holders. The Issuer shall not execute any agreement for sale

of Secured Assets without the prior consent of the Debenture Trustee and the Debenture Holders. The

Debenture Trustee shall supervise the implementation of the conditions regarding creation of Security for

the Debentures in accordance with the Security Documents. The Issuer undertakes that the prior Authorizations from all Authorities, its existing creditors or third

parties (where applicable) for (i) undertaking the Issue and (ii) creating an exclusive Security over the

Secured Assets in favour of the Debenture Trustee (for the benefit of the Debenture Holders), has been

obtained. Notices

The Issuer and Debenture Trustee agree to send notice of all meetings of the Debentures Holders

specifically stating that the provisions for appointment of proxy as mentioned in Section 105 of the

Companies Act shall be applicable for such meeting. The notices, communications and writings to the

Debenture Holder(s) required to be given by the Issuer and Debenture Trustee shall be deemed to have

been given if sent by registered post to the Registered Debenture Holder(s) at the address of the

Debenture Holder(s) registered with the Registered Office. All notices, communications and writings to be given by the Debenture Holder(s) shall be sent by

registered post or by hand delivery to the Issuer at its Registered Office or to such persons at such address

as may be notified by the Issuer from time to time and shall be deemed to have been received on actual

receipt of the same. Payment of Outstanding Amounts on the Debentures

In terms of the Debt Listing Agreement, the Issuer shall ensure that services of ECS (Electronic Clearing

Service), Direct Credit, RTGS (Real Time Gross Settlement) or NEFT (National Electronic Funds

Transfer) are used for payment of all Outstanding Amounts on the Debentures, including the Principal

Amount and Interest accrued thereon, as per the applicable norms of the RBI. Debenture Trustee

The Issuer has appointed AXIS Trustee Services Limited as the Debenture Trustee for the Issue. All the

rights and remedies of the Debenture Holders shall vest in and shall be exercised by the Debenture

Trustee. Any payment by the Issuer to the Debenture Trustee on behalf of the Debenture Holders shall

discharge the Issuer pro tanto to the Debenture Holders. The Debenture Trustee shall carry out its duties

and shall perform its functions under this Information Memorandum and Transaction Documents, with

due care, diligence and loyalty. Resignation/retirement of the Debenture Trustee shall be as per terms of

the Debenture Trust Deed. The Debenture Trustee shall ensure disclosure of all material events on an ongoing basis.

I.

Serial No: 0 I

Name of the fnvestor: Sterling Pathway


Da1ed: 27'" September 2016

This is a private placement offer feller and is not a prospectus or a statement in lieu of prospectus

DECLARATION

The Issuer hereby declares that this Information Memorandum contains full disclosure in accordance with

SEBI Debt Regulations.

The Issuer also confirms that this Information Memorandum does not omit disclosure of any material fact

which may make the statements made herein in the light of the circumstances under which they are made,

misleading. The Information Memorandum also does not contain any false or misleading statement. The

Issuer accepts no responsibility for the statements made otherwise than in this Information Memorandum

and the Transaction Documents or in any other material issued by or at the instance of the Issuer and that

anyone placing reliance on any other source of information would be doing so at his own risk.

The Issuer declares that all the relevant provisions of the relevant regulations or guidelines issued by

SEBI and other applicable laws have been complied with and no statement made in this Information

Memorandum is contrary to the provisions of the regulations or guidelines issued by SEBI and other

applicable law, as the case may be.

Signed for and on behalf of Parsvnath Landmark Developers Pvt Ltd

Name: Yogesh Jain

Designation: Director

Place: Delhi

Date: 27th September 2016

h

Serial No: 0 I



Daled: 27'1 Seplemher 2016

This is a private placement offer f eller and is not a prospectu.\· or a statement in lieu o_f prospectus.

DECLARATION BY THE DIRECTOR

The Directors of the Issuer hereby declare that:

A. the Issuer has complied with the provisions of the Companies Act and the rules made there under;

B. the compliance with the Companies 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;

C. the monies received under the offer shall be used only for the purposes and objects indicated in the

Information Memorandum;

I am authorized by the Board of Directors of the Company vide resolution number 2/2016-17/11 dated

l01 August 2016 to sign this form and declare that all the requirements of Companies Act and the rules

made there under in respect of the subject matter of this form 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 been

completely, correctly and legibly attached to this form.

Signed for and on behalf of Parsvnath Landmark Developers Pvt Ltd

Name: Yogesh Jain

Designation: Director

Place: Delhi

Date: 271 September 2016

Serial No:





59

ANNEXURE A

APPLICATION FORM

Parsvnath Landmark Developers Pvt Ltd Registered Office: Parsvnath Tower, Near Shahdara Metro Station, Shahdara, Delhi - 110032



Telephone: 011-43050100; Fax: 011-43050473


Application No.: Date:

Dear Sirs, Sub. : Issue of 2000 Debentures of the face value of Rs. 10,00,000/- each for cash, aggregating to Rs.

200,00,00,000/-

Having read and understood the contents of the Information Memorandum dated 27th

September 2016, we apply for allotment to us of the Debentures. The amount payable on application will be remitted on the Pay-in Date. We bind ourselves by the terms and conditions as contained in the Information

Memorandum dated 27th

September 2016.

(Please read carefully the instructions before filling this form)

No. of debentures applied

for:

No. in figures No. in words

Amount (Rs.) in figures

Amount (Rs.) in words

Payment Mode: RTGS

Applicants Name and Address in full (Please use Capital Letters)

Tel: Fax: E-mail:

Pin Code:

Status: [ ] Banking Company [ ] Others – Please specify


Serial No:





60

Name of Authorised Signatory Designation Signature

1.

2.

3.

4.

Details of Bank Account

Bank Name and Branch

Nature of Account Account No.

Bank IFSC Code

Depository Details

DP Name

DP ID Client ID

We understand that in case of allotment of Debentures to us, our Beneficiary Account as mentioned above

would be credited to the extent of Debentures allotted.

Taxpayer‟s PAN or GIR No.

IT Circle/Ward/District [ ] Not Allotted

Tax Deduction

Status:

[ ] Fully Exempted (Please attach certificate issued by

Income Tax authorities)

[ ] Tax to be deducted

at Source

-------------------------------------------------------(Tear here)-----------------------------------------------------------

Parsvnath Landmark Developers Pvt Ltd

Registered Office: Parsvnath Tower, Near Shahdara Metro Station, Shahdara, Delhi - 110032



Telephone: 011-43050100; Fax: 011-43050473 Email: [email protected]

ACKNOWLEDGEMENT SLIP

Application No.: dated received

from

towards application for Debentures.


Serial No:





61

ANNEXURE B

RATING LETTER OF RATING AGENCY

Serial No:





62

Serial No:





63

64

Serial No:





ANNEXURE C

CONSENT LETTER OF DEBENTURE TRUSTEE

65

Serial No:





ANNEXURE D

IN-PRINCIPLE APPROVAL OF BSE

66

Serial No:





ANNEXURE E

ILLUSTRATION OF CASH FLOWS EMANATING FROM THE ISSUE

Company PARSVNATH LANDMARK DEVELOPERS PVT LTD

Face Value (per Debenture) Rs. 10,00,000/-

Issue Date/Deemed Date of Allotment 13 October 2016

Maturity Date 14 October 2019

Interest Rate 16%

Frequency of the Interest Payment with

specified dates

First interest due after 12 months & further interest payment half yearly basis

Day Count Convention Actual/Actual

Cash flows Date No. of days in

the Interest

Period

Amount (in

Rupees)

1st Coupon

3-Oct-17* 353

30,94,79,452

2nd Coupon

2-Apr-18* 182

15,95,61,644

3rd Coupon

1-Oct-18** 183

16,04,38,356

4th Coupon

1-Apr-19** 182

15,95,61,644

5th Coupon

30-Sep-19 183

16,04,38,356

6th Coupon

14-Oct-19** 12 1,05,20,548

Principal

14-Oct-19#

2,00,00,00,000

Redemption premium

14-Oct-19#

23,00,00,000

Total

3,19,00,00,000

* The interest payment date is falling on a Saturday; therefore the interest is being paid on the following

Business Day.

** The interest payment date is falling on a Sunday, therefore the interest is being paid on the following Business Day.

# The Redemption date is falling on Saturday, therefore the payment is being made on the following Business Day. NOTE: “The above cash flow illustrations are tentative and have been calculated on the basis of 13

th

October 2016 being the deemed date of allotment. In the case the deemed date of allotment is not 13th

October 2016, the cash flow illustrations will have to be modified accordingly.”