priong supplement - bombay stock exchange · marketing, selling and administrative expenses,...

PRIONG SUPPLEMENT

P riva te & C o n fid e n tia l - F o r P riva te

C ircu la tio n O n ly

For the exclusive use of Karvy Realty (India)

Limited

Serial No.003

PRICING SUPPLEMENT FOR ISSUE OF DEBENTURES

ON A PRIVATE PLACEMENT BASIS

Vilas Javdekar Eco Shelters Pvt. Ltd. (the "Company" or the "Issuer")

A Private Limited Company incorporated under the Companies Act, 1956

Registered Office: 306, Siddharth Towers, Sangam Press Road, Kothrud, Pune 411038

Tel:- 0 2 0 6 6 2 0 8 0 0 0 /0 1 Fax:- 02066208008

Contact Person: Mrs. Saylee Indulkar;

Email: [email protected]

PRICING AND OTHER TERMS & CONDITIONS SUPPLEMENTAL TO THE SHELF

DISCLOSURE DOCUMENT DATED JUNE 24TH

2013 ("SDD") OF PRIVATE PLACEMENT

FOR ISSUE OF 230 RATED, SECURED, REDEEMABLE, LISTED, NON-CONVERTIBLE

DEBENTURES ("NCDs"l "DEBENTURES"), OF FACE VALUE OF INR 1 0 ,0 0 ,0 0 0 /- (RUPEES

TEN LAKHS ONLY) AGGREGATING TO UP TO INR 2 3 ,0 0 ,0 0 ,0 0 0 /- (RUPEES TWENTY

THREE CRORE ONLY) WITH A GREEN SHOE OPTION TO MAKE A FURTHER ISSUANCE

OF UP TO INR 12,00,00,000 (RUPEES TWELVE CRORES ONLY) TO BE ISSUED IN

SEVERAL TRANCHES (EACH "SERIES") VIDE A SUPPLEMENT UPDATED DISCLOSURE

DOCUMENT FOR EACH SERIES OF DEBENTURES (THE "PRICING SUPPLEMENT")

THIS IS A PRICING SUPPLEMENT FOR THE ISSUE OF 80 DEBENTURES OF SERIES-III

("THIS SERIES") OF FACE VALUE OF INR 1 0 ,0 0 ,0 0 0 1 - EACH (RUPEES TEN LACS ONLY)

ISSUED PURSUANT TO THE SDD AGGREGATING TO INR. 8,00,00,000 (RUPEES EIGHT

CRORES ONLY)] ON A PRIVATE PLACEMENT BASIS (THE "ISSUE").

This Pricing Supplement is to be read in conjunction with the SOD. Specific terms contained

in this Pricing Supplement will prevail over general terms contained in the SOD. In the event

of an inconsistency I difference between the SOD and this Pricing Supplement, the contents

of this Pricing Supplement shall be deemed to prevail over the contents of the SOD in the

context of issue of this Series only.

All capitalized terms used: but not defined herein shall have the meanings assigned to them

in the SOD.

RISKS IN RELATION TO THE ISSUE

There has been no formal market for the securities of the Issuer. No assurance can be given

regarding an active or sustained trading in the securities of the Issuer nor regarding the price

at which the securities will be traded after listin .

mailto:[email protected]

P R I C I N G S U P P L E M E N T




Limited

serial No.003

Investment in these Debentures involves a degree of risk and investors should not invest anyfunds in this offer unless they can afford to take the risk of losing their investment. Investorsare advised to read the risk factors carefully before taking an investment decision in this

offering. Before taking an investment decision, investors must rely on their own examinationof the Issuer and the offer including the risks involved. The Debentures have not been

recommended or approved by the Securities and Exchange Board of India ("SESI") nor doesSEBI guarantee the accuracy or adequacy of this document. Specific attention of investors isinvited to the statement of risk factors set out in the SDD. This Pricing Supplement has notbeen submitted, cleared or approved by SEBI. It should be clearly understood that the Issueris solely responsible for the correctness, adequacy and disclosure of all relevant informationherein.

ISSUER'S RESPONSIBILITYThe Issuer, having made all reasonable inquiries, accepts responsibility for and confirms thatthe SDD read alongwith the Pricing Supplement contains all information with regards to theIssuer and the Issue, which is material in the context of the Issue, that the informationcontained in this Pricing Supplement is true and correct in all material aspects and is notmisleading in any material respect, that the opinions and intentions expressed herein arehonestly held and that there are no other facts, the omission of which make this document asa whole or any of such information or the expression of any such opinions or intentionsmisleading in any material respect.

'- .

Issue opens on: July 29th 2013Issue closes on: July 29th 2013

ISSUE SCHEDULE

CREDIT RATINGCredit Rating: The Debentures are rated as CARE B + (CARE Sinlge B Plus) by CreditAnalysis and Research Limited. The rating indicates high risk of default regarding timelyservicing of financial obligations.

LISTINGThe Debentures are proposed to be listed on the Wholesale Debt Market ("WDM") segment

of the Bomba Stock Exchan e Limited "SSE".

IL&FS Trust Company LimitedOffice: The IL&FS Financial Centre, Plot C-22, G Block,

Bandra-Kurla Complex, Bandra (East),

Mumbai - 400051, MaharashtraTel: 91-22-26593083; Fax: 91-22-26533297

Website: www.itclindia.com;Email: su"atha.raaca·ilfsindia.com

http://www.itclindia.com;

PRIONG SUPPLEMENT




Limited

serial No.003

[R EG IS TR A R TO TH E IS SU E ]

K A R VY COMPUTERS HARE PV T . L TD .

2 4 , R a ja b ah ad u r M an s io n , F o rt, M um ba i 4 0 0 023

R A T IN G AG ENC Y

~ r g R a t i n g s~ t l i a ( " . . , .

CR ED IT A N A L YS IS & R ESEA R CH L TO

4th Floor, Godrej Coliseum, Somaiya Hospital Road,Off Eastern Express Highway,Sion (East), Mumbai - 400 022.

Tel: +91-022- 67543456Fax: +91-022- 6754 3457

e-mail: [email protected]

LEG A L A D V ISO R TO TH E IS SU ER

.tJuris Corpa d v o c a t e s & s o l i C i t o r s

Office: 902, Tower 2, Indiabulls Finance Centre, Senapati Bapat Marg,Elphinstone Road (West), Mumbai - 400013, India

Tel.: +91 2267205555 Fax :+91 222421 2547E-mail: iuriscoro®iclex.com

Note: This Pricing Supplement of private placement is neither a prospectus nor a statement inlieu of a prospectus. This is only an information brochure intended for private use and should

not be construed to be a prospectus and/or an invitation to the public for subscription toDebentures under any law for the time being in force. The Issuer can, at its sole and absolutediscretion change the terms of the Issue.

mailto:[email protected]

PRICING SUPPLEMENT




Limited

Serial No.003

(i) In s trum en t a t a G lan ce

Brief particulars of the Debentures offered are as indicated below.

Com an Iissuer

Security Name

Mode of Issue

Nature of Instrument

Number of Debentures offered 80under this Pricin Su lement

Seniorit

Issue Size

Optionoversubscri

Purpose of Issu e l Details ofutilization of proceeds

Issue Closure Date

Pa - in Date

Deemed Date of Allotment

Redemption 1 Maturity Date

Vilas Javdekar Eco Shelters Pvt. Ltd.

Vilas Javdekar Eco Shelters Pvt. Ltd. 18.00% p.a. 2016 SeriesIII.

Private lacement basis.

Secured.

Senior

Aggregating upto Rs. 8 ,0 0 ,0 0 ,0 0 0 1 - (Rupees Eight Crores

only).

[The Issuer reserves the right to increase or alter the IssueSize.

Not Applicable

The application money'under the NCDs issue shall be used byIssuer for expenditure towards the projects, includingreimbursement of expenditure incurred by promoters. Theproject related expenditure shall include, inter alia, paymentsfor and as per JDAs including stamp duty and registration,

security deposits, sanction and premium amounts, constructionexpenses, issue related expenses, all professional fees,

marketing, selling and administrative expenses, interest

payments, maintaining debt reserve account. The capitalexpenditure requirements for the Kothrud Project shall be met

by advancing the proceeds of NCDs 1 subscription money bythe Issuer to the Firm, the flagship partnership firm of the

group.

Any surplus 1 unutilized funds with the Issuer shall be utilizedb the Issuer in a manner deemed fit b the issuer.

Jul 29th 2013

Jul 29th 2013

Jul 30th 2013

Jul 30th 2013

At the end of 21st 24th, ,

Deemed Date of Alliven below.

3rd and 36th month from the

e redemption schedule

PRICING SUPPLEMENT




Limited

Serial No.003

Redemption Amount per In Six installments - as per the redemption schedule given in

Debenture Annexure 1.

RedemptionPremiumlDiscount

Interest on Application Money, At Coupon Rate from the date of credit of subscription moneyif any in Subscriber's Escrow Account till the day prior to the Deemed

Date of Allotment.

Additional penal interest at the rate of 2% p.a. over the CouponRate.

The issuer proposes to seek listing of NCDs on the WholesaleDebt Market ("WDM") Segment of the SSE within 15 (fifteen)days of Deemed Date of Allotment.

In case of delay in listing of the debt securities beyond 20 daysfrom the Deemed Date of Allotment, the Issuer will pay penalinterest of at least 1 % p.a. over the coupon rate from the

expiry of 30 days from the Deemed Date of Allotment till theIistin of the Debentures to the Investor.

Payment will be made by the Company by way of direct credit

through Electronic Clearing Service (ECS), Real Time GrossSettlement (RTGS) or National Electronic Funds Transfer

(NEFT) and where such facilities are not available theCompany shall make payment of all such amounts by way ofcheque(s)/demand draft(s)/coupon warrant (s), which will bedispatched to the Debenture Holder(s) by registered post!seed o s t! courier or hand delive

18% p.a. paid quarterly.

Interest shall be computed from the date of realization ofsubscri tion amount in the Subscriber's Escrow Account.

Amount computed as per the Coupon Rate payable to theDebenture Holders on each Cou on Pa ment Date.

Each period from, and including, the relevant Coupon Payment

Date upto, but excluding, the next following applicable Coupon

Payment Date during the Tenor, except that (a) the initialCoupon Period will commence on, and include, the DeemedDate of Allotment and the final Coupon Period will end on, butexclude the Redem tion Date.

Step Up/ Step Down Interest Not ApplicableCou on Rate

Quarterl

Fixed

PRICING SUPPLEMENT




Limited

Serial No.003

InterestlCoupon

Date(s)

Payment 1st of every Quarter for previous quarter period. The first

interest shall be paid on October 1, 2013.

In the event that any such Coupon Payment Date is a public

holiday in Mumbai, the same shall be paid on next working

da ,without an further interest.

NSDL

The Issuer has received the consent of IL&FS Trust Company

Limited to act as the Trustee on behalf of the Debenture

Holders.

As er the Shelf Disclosure Document.

Not A licable

Not A licable

Not A licable

Securit

Put Notification Time

Put 0 tion Date

Put 0 tion Price

Call Option Date 1 Call Option Any date falling on a working day after 12 months from the

Deemed Da of Allotment.

Call Option Price Outstanding Principal Amount, either in part or in full along with

a enalt of 1% over the amount bein re aid.

Call Notification Time 15 da s before the exercise of Call 0 tion.

Ratin

Face Value of Debenture

Issue Price of Debenture

Rs. 1 0 ,0 0 ,0 0 0 1 -

Rs. 1 0 ,0 0 ,0 0 0 1 -

ees Ten Lakhs onl

ees Ten Lakhs onl

Discount at which security is Not Applicable as the Debentures are not issued at discount.

issued and effective yield as a

result of such discount

Minimum number of One

Debentures to be a lied for

Issuance Mode and Trading Dematerialised Mode.

Mode

Tradin Mode

Business Day Convention

Dematerialised Mode.

If the date on which any payment amount is due (including

interest a n d lo r redemption) does not fall on a Working Day,

then such payment will be made on the succeeding Working

Day without any further interest. Working Day means a Day

(other than Saturday or Sunday) on which banks are open for

general business in Mumbai and in relation to any payment in

an other cit I such cit .

PRICING SUPPLEMENT




Limited

Serial No.003

Record Date The Record date will be 15 (Fifteen) days prior to the Interest

payment / instalment payment date or as may be directed by

SEBI from time to time. The list of Beneficial owner(s) provided

by the Depository as at end of day of Record date shall be

used to determine the name(s) of person(s) to whom the

interest and/or Principal instalment is to be paid

Eligible Investors As set out in the Shelf Disclosure Document

Documentation Requirement • Acceptance of the terms for these NCDs under your

(Specifically for the Issue) hand(s)/the hands of your duly authorized signatory(ies);

and

• Application form duly completed .

Transaction Documents As per the Shelf Disclosure Document.

Conditions Precedent to As per the Shelf Disclosure Document.

Disbursement

Conditions Subsequent to Not Applicable

Disbursement

Events of Default As per the Shelf Disclosure Document.

Provisions related to Cross As per the Shelf Disclosure Document.

Default Clause .

Governing Law and As per the Shelf Disclosure Document.

Jurisdiction

Role and Responsibilities of As per the Shelf Disclosure Document.

Debenture Trustee

N o te : T h e Issu e r re se rve s th e rig h t to ch a n g e Issu e d a te . C o rre sp o n d in g ly , th e D e e m e d

D a te o f A llo tm e n t m a y a lso b e ch a n g e d . T h e Issu e r w ill in tim a te th e ch a n g e s in th e d a te s

to th e a llo tte e s .

(8) INSTRUCTION FOR APPLICATION

In case the payment is made in RTGS, the funds have to be credited to the Company's

current account, the details of which are given below:

Name of Bank HDFC

Address of Bank Fort, Mumbai

IFSC Code HDFCOOOO060

Current Account Number 00600350115764

Name of beneficiary Vilas Javdekar Eco Shelters Private Limited

- Subscription Escrow Account

(C) MATERIAL CHANGES TO THE INFORMATION PROVIDED IN THE SOD (UPDATEDDISCLOSURES)

There is no change in information provided as disci

PRICING SUPPLEMENT




Limited

Serial No.003

-. . - - - - - - D I R E C T O R

Aditya Vilas JavdekarDIRECTOR

Place: Pune

Date: June 26th, 2013

DISCLAIMER: PLEASE NOTE THAT ONLY THOSE PERSONS TO WHOM THIS PRICINGSUUPLEMENT HAS BEEN SPECIFICALLY ADDRESSED ARE ELIGIBLE TO APPLY.

HOWEVER, AN APPLICATION, EVEN IF COMPLETE IN ALL RESPECTS, IS LIABLE TO BEREJECTED WITHOUT ASSIGNING ANY REASONS FOR THE SAME. THE LIST OFDOCUMENTS PROVIDED ABOVE IS ONLY INDICATIVE, AND AN INVESTOR IS

REQUIRED TO PROVIDE ALL THOSE DOCUMENTS/AUTHORISATIONS/INFORMATION,WHICH ARE LIKELY TO BE REQUIRED BY THE COMPANY. THE COMPANY MAY, BUT IS

NOT BOUND TO REVERT TO ANY INVESTOR FOR ANY ADDITIONAL DOCUMENTS/INFORMATION, AND CAN ACCEPT OR REJECT AN APPLICATION AS IT DEEMS FIT. THEREGULATIONS/NOTIFICATIONS REGARDING INVESTMENT MENTIONED ABOVE AREMERELY IN THE FORM OF GUIDELINES AND THE COMPANY DOES NOT WARRANTTHAT THEY ARE ACCURATE, OR HAVE NOT BEEN MODIFIED. EACH OF THE ABOVE

CATEGORIES OF INVESTORS IS REQUIRED TO CHECK AND COMPLY WITH EXTANTRULES/REGULATIONS/ GUIDELINES, ETC. GOVERNING OR REGULATING THEIRINVESTMENTS AS ISSUED BY THEIR RESPECTIVE REGULATORY AUTHORITIES, ANDTHE COMPANY IS NOT, IN ANY WAY, DIRECTLY OR INDIRECTLY, RESPONSIBLE FORANY STATUTORY OR REGULATORY BREACHES BY ANY INVESTOR, NEITHER IS THE

COMPANY REQUIRED TO CHECK OR CONFIRM THE SAME.

PRICING SUPPLEMENT




Limited

Serial No.003

I DEBENTURE SERIES APPLICATION FORM SERIAL NO. ~

ISSUE OF 80 RATED SECURED REDEEMABLE LISTED NON CONVERTIBLE

DEBENTURES OF Rs. 10,00,000 (Rupees Ten Lakhs Only) EACH AGGREGATING UP TO

Rs. 8,00,00,000 (Rupees Eight Crores Only) FULLY PAID UP

DEBENTURES APPLIED FOR: (Minimum Application of 1 Debenture or in multiples of 1

thereof)

Number of Debentures 80 In words Eighty Only

Amount Rs. 8 ,0 0 ,0 0 ,0 0 0 1 - In words Rupees Eighty Crores Only

DETAILS OF PAYMENT:Cheque No. Drawn on _

Funds transferred to Vilas Javdekar Eco Shelters Private Limited - Subscription Escrow

Account ale 00600350115764_, Mumbai Dated _

Total Amount Enclosed (In Figures) 8,OO,OO,OOO(lnwords) Eight Crores

- - -Private and Confidential (Not for public circula 'on)

PRICING SUPPLEMENT




Limited

Serial No.003

RESIDENTIAL STATUS INDIAN ( e ) NON INDIAN ( e )

TAX RESIDENTIAL STATUS RESIDENT (e) NON-RESIDENT (e)

TAX STATUS NON EXEMPT ( e ) EXEMPT ( e ) (IF EXEMPT PLEASE SPECIFY)

(IF EXEMPT, PLEASE PROVIDE SUPPORTING DOCUMENTS FROM INCOME TAX

AUTHORITIES)

We have read and understood the Terms and Conditions of the issue of Debentures. We bind

ourselves to these Terms and Conditions and wish to apply for allotment of these Debentures.

We confirm that we are aware that the Distributor (if any) has been or will be remunerated by

the Company as per the arrangement with the Company for the distribution of the Debentures.

Name of the Authorised Designation Signature

Signatory (ies)

Mr. Srinivasan V Authorised Signatory

Mr. Mayuresh Saoji Authorised Signatory

We the undersigned, want to hold the Debentures of the Company in the dematerialised form.

Details of in lo u r Beneficia Account are iven below:

DEPOSITORY PARTICIPANT Karvy Stock Braking Ltd.

NAME

DP-ID

BENEFICIARY

NUMBER

NAME OF THE APPLICANT(S) Karvy Realty (India) Limited

IN300394

ACCOUNT 18487262

PRICING SUPPLEMENT




Limited

Serial No.003

We understand that: i) in case of allotment of Debentures to us, our Beneficiary Account asmentioned above would get credited to the extent of allotted Debentures, ii) the Applicant mustensure that the sequence of names as mentioned in the Application Form matches the

sequence of name held with our Depository Participant, Hi) if the names .of the Applicant(s) inthis application are not identical and also not in the same order as the Beneficiary Accountdetails with the above mentioned Depository Participant or if the Debentures can not be creditedto our Beneficiary Account for any reason whatsoever, the Company shall be entitled at its sole

option to reject the application.

We understand that we are assuming on our own account, all risk of loss that may occur or besuffered by us including as to the returns on and/or the sale value of the Debentures and shallnot look directly or indirectly to the Issuer or the Issuer Group (or to any person acting on its ortheir behalf) to indemnify or otherwise hold us harmless in respect of any such loss and/ordamage. We understand that the Issuer Group may communicate to or intimate me I usonly bye-mail or facsimile message and we undertake to accept the same as a validcommunication or intimation as if such communication or intimation had been otherwisehand delivered or delivered by registered post or courier. We undertake that upon sale or

transfer to subsequent Investor or transferee ("Transferee"), we shall convey all the terms andconditions contained herein and in this Pricing Supplement and the SOD to such Transferee.We undertake that we shall not sell or transfer the Debentures to a Non-Resident Indian and/oran Overseas Corporate Body. In the event of any Transferee (including any intermediate or finalholder of the Debentures) suing the Issuer (or any person acting on its or their behalf) we shall

indemnify the Issuer and the Issuer Group (and all such persons acting on its or their behalf)and also hold the Issuer and the Issuer Group and each of such person harmless in respect of

any claim by any Transferee.

1) We, as Portfolio Managers, are fully in compliance with the laws and regulationsapplicable to us inclUding the Securities and Exchange Board of India (Portfolio Managers)Regulations, 1993, the Prevention of Money Laundering Act, 2012 and amendmentsthereto and the requirements of Circular dated 20th March 2006 "Guidelines on Anti-Money

Laundering Standards" of SEBI;

2) We are appropriately investing in the Debentures on behalf of our client, the principal ofthe investment ("Client") and the investment in the Debentures is within the scope of our

authority including pursuant to the agreement entered into by us with the Client, as

provided for by Regulation 14 of the Securities and Exchange Board of India (PortfolioManagers) Regulations, 1993 (the "Agreement"), and accordingly binds the Client;

PRICING SUPPLEMENT




Limited

Serial No.003

3) We agree to indemnify and hold harmless the Issuer, from and against all actual or allegedactions, claims, demands, proceedings, investigations, liabilities or judgments (collectivelyclaims) and any and all losses, damages, costs, charges and expenses (collectively lossesand including all costs, expenses, and fees connected with investigating, preparing ordefending any such claim) of whatever nature and in whatever jurisdiction, including thoserelating to claims brought by our Clients, and which refer or relate to or arise directly orindirectly from: (i) any breach by us of any warranty, representation, undertaking oragreement, or its failure to perform its obligations under this Pricing Supplement and SDD

and the application; (ii) the performance by us of any activity, or the failure by us to complywith any law or regulation applicable to us, in connection with the marketing, promotion,offer, sale, resale, or distribution of the Debentures; or (iii) the contents of any materials, orany other document published, made or distributed or statements made by us (except tothe extent that the claim for indemnification relates to information supplied by the Issuer) inconnection with the marketing, promotion, offer, sale, resale, or distribution of the

Debentures;

4) We shall ensure that the Client understands the risks involved in investment in theDebentures and is capable of taking the risks posed by such Debentures and shall satisfyourselves that the Debentures are suitable to the risk profile of the Client;

5) We have strictly complied with all applicable know-your-client norms in relation to the

Client;

6) We consent to the disclosure or provision by the Company to any governmental orregulatory authority, or under any requirement of law, any information regarding the Client(to the extent made available to the Company by us) and the investment in the Debenture,

as required of the Company under applicable regulations and/or as requested by anygovernmental or regulatory authority or under a provision of law;

7) We further agree to provide to the Company such additional information that the Companydeems necessary or appropriate in order for the Company to comply with any suchregulations and/or requests or requirements;

8) We also further agree (including on the basis of any request made by the Company in thisregard), to provide to any governmental or regulatory authority any information regarding

the Client, the investment in the Debenture as required under regulations and/or as

requested by any governmental or regulatory or other authority; and

9) We confirm and undertake that we are appropriately investing in these Debentures onbehalf of our Clients and our activities have not violated and will not violate applicable lawsas regards private placements. Accordingly, we confirm and undertake that we have not

acted and shall not act in a manner that would render this private placement ofDebentures, an offer to the public.

PRICING SUPPLEMENT




Limited

Serial No.003

FOR OFFICE USE ONLYDATE OF RECEIPT DATE OF CLEARANCE _

(N o te : C h e q u e a n d D ra fts a re su b je c t to re a lisa tio n )

-------------------------------------------------------(TEAR~ERE)-----------------------------------------------------

VILAS JAVDEKAR ECO SHELTERS PVT. LTD.- ACKNOWLEDGMENT SLIP

I (T o b e fille d in b y A p p lica n t) SERIAL NO. =Received from _

Address, _

Drawn on

on account of application of



Limited

Serial No.003

D a te R ep aym en t Am oun t

A p ril 30th2015 1,67,000

Ju ly 30th2015 1,67,000

O c to b e r 30th2015 1,67,000

Jan u a ry 30th2016 1,67,000

A p ril 30th2016 1,67,000

Ju ly 30th2016 1,65,000

To ta l 1 0 ,0 0 ,0 0 0