tirupati buildplaza private limited...declaration cum undertaking declaration cum undertaking (or...

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TIRUPATI BUILDPLAZA PRIVATE LIMITED

Registered Office: Chamber No. 1517, 15th Floor, Devika Tower, 6, Nehru Place, New Delhi - 110019

Telephone No: 0129 4090400, Fax No: 0129 4090470

CIN No: U70109DL2009PTC197056

BACKGROUND

The NCDs mentioned herein are not offered for sale or subscription to the public, but are being privately

placed with a limited number of eligible investors, less than or equal to 49 (forty nine) in number. This

Disclosure Document (as defined hereinafter) is related to the NCDs to be issued by Tirupati Buildplaza

Private Limited (the "Issuer" or "Company") on a private placement basis and contains relevant

information and disclosures required for the purpose of issuing of the NCDs. The issue of the NCDs

comprised in the Issue and described under this Disclosure Document has been authorised by the Issuer

through a resolution passed by the board of directors of the Issuer on May 26, 2014 and in accordance

with the provisions of the Companies Act (as defined hereinafter). This Disclosure Document should not

be treated as an offer for sale or solicitation of an offer to buy the NCDs as prescribed herein by any

person who has not been provided with a copy of this Disclosure Document. This Disclosure Document

does not constitute an offer for sale or a solicitation of an offer to buy the NCDs as described herein from

any person other than the person whose name appears on the cover page of this Disclosure Document. No

person other than such person, receiving a serially numbered copy of this document may treat the same as

constituting an offer to sell or a solicitation of an offer to buy the NCDs. The Company is not liable if this

Disclosure Document has been received by an arranger, or by a person who was provided a copy of this

Disclosure Document by an arranger.

The distribution of this Disclosure Document and offer and sale of the NCDs in certain jurisdictions may

be restricted by law. It does not constitute an offer for sale or solicitation of an offer to buy in any

jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such state or

jurisdiction.

GENERAL RISKS

Investors are advised to seek independent advise for compliance with applicable regulation of the SEBI

(as defined hereinafter) for subscription of the Debentures.

RISKS IN RELATION TO THE ISSUE

There has been no formal market for the securities of the Company. The NCDs issued pursuant to this

Disclosure Document are fully secured against the land, assets and receivable of the company and also

securitized with collaterals from collaborator and promoters; all NCD documents and security documents

are duly executed, binding and fully enforceable; and therefore management does not foresee any risks in

this regard.

DISCLOSURE DOCUMENT FOR THE PRIVATE PLACEMENT OF 100 (ONE HUNDRED) SENIOR,

FULLY SECURED, RATED, REDEEMABLE, TRANSFERABLE AND INTEREST BEARING NON-

CONVERTIBLE CUMULATIVE DEBENTURES OF FACE VALUE OF Rs.1,00,00,000/- (RUPEES

ONE CRORE ONLY) EACH AGGREGATING UP TO Rs.100,00,00,000/- (RUPEES ONE HUNDRED

CRORES ONLY) ("DEBENTURES" OR "NCDS"), FOR CASH AT PAR TO THE FACE VALUE ON A

PRIVATE PLACEMENT BASIS (THE "ISSUE").

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ISSUER'S ABSOLUTE RESPONSIBILITY

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

information contained in this Disclosure Document contains all the information with regard to the Issuer

and the Issue, which is material in the context of the Issue and that the information contained in this

Disclosure Document is true and correct in all material respects and is not misleading in any material

respect, that the opinions and intentions expressed herein are honestly held and that there are no other

facts, the omission of which makes this Disclosure Document as a whole or any of such information or

the expression of any such opinions or intentions misleading in any material respect and nothing material

is concealed hereof.

CREDIT RATING

The Debentures proposed to be issued by the Issuer have been rated by CRISIL ("Rating Agency"). The

Rating Agency has vide its letter dated January 07, 2014 affirmed a rating of 'CRISIL BB/STABLE' in

respect of the NCDs, which has been reaffirmed by letters dated May 29, 2014 and July 30, 2014. The

above rating is not a recommendation to buy, sell or hold securities and investors should take their own

decision. The ratings may be subject to revision or withdrawal at any time by the rating agency and

should be evaluated independently of any other ratings. Please refer to Annexure II of this Disclosure

Document for the letters dated January 07, 2014, May 29, 2014 and July 30, 2014 from the Rating

Agency affirming the credit rating abovementioned.

LISTING

The Debentures are proposed to be listed on the wholesale debt market segment of the Bombay Stock

Exchange Limited ("BSE").

ISSUE PROGRAMME

ISSUE OPENING DATE ISSUE CLOSING DATE DEEMED DATE OF

ALLOTMENT

July 28, 2014 July 31, 2014 August 1, 2014

The issue time-table such as issue opening, issue closing and the Deemed Date of Allotment, shall be

finalized from time to time and disclosed in the term sheet. The Issuer reserves the right to change the

Issue Schedule including the Deemed Date of Allotment at its sole discretion, without giving any reasons

or prior notice. The Issue shall be open for subscription during the banking hours on each day during the

period covered by the Issue Schedule.

The Debentures are proposed to be listed on the wholesale debt market of the BSE.

.

Registrar & Transfer Agent

MAS Services Limited,

T-34, 2nd Floor, Okhla Industrial

Area, Phase – II, New Delhi -

110020

Phone number: 9811742828

Debenture Trustee

IDBI Trusteeship Services Limited

Regd. Office: Asian Building, Ground

Floor, 17, R, Kamani Marg, Ballard Estate,

Mumbai- 400001

Phone number: 022- 40807000

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TABLE OF CONTENTS

SECTION 1: DEFINITIONS AND ABBREVIATIONS 4

SECTION 2: DISCLAIMERS 14

SECTION 3: REGULATORY DISCLOSURES 17

SECTION 4: OTHER INFORMATION AND ISSUE PROCEDURE 28

SECTION 5: DECLARATION 35

ANNEXURE I: TERM SHEET 33

ANNEXURE II: RATING RATIONALE 78

ANNEXURE III: LETTER FROM THE DEBENTURE TRUSTEE 79

ANNEXURE IV: APPLICATION FORM 80

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SECTION 1: DEFINITIONS AND ABBREVIATIONS

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

below in this Disclosure Document. Capitalised terms used but not defined herein shall have the meaning

ascribed to them in the Debenture Trust Deed (as defined hereinafter):

Act/ Companies Act The (Indian) Companies Act, 2013 (to the extent notified by the

Government of India and currently in force), and the (Indian)

Companies Act, 1956, to the extent not repealed and replaced by

notified provisions of the (Indian) Companies Act, 2013.

Allot/ Allotment/ Allotted Unless the context otherwise requires or implies, the allotment of the

NCDs pursuant to this Issue (as hereinafter defined).

Application Form The form used by the recipient of this Disclosure Document, to apply

for subscription to the NCDs, which is annexed to this Disclosure

Document and marked as Annexure IV hereto.

Articles of Association/

Articles

The articles of association of the Company, as amended from time to

time.

Board/ Board of Directors The Board of Directors of the Company.

Business Day The day (other than a Saturday or a Sunday) on which scheduled

commercial banks are open for normal banking business in New Delhi

and Singapore.

Collaboration Agreement The collaboration agreement executed between the Company and the

Corporate Guarantor dated March 27, 2012 pursuant to which the

Company has granted the Development Rights (as defined hereinafter)

of the Project (as defined hereinafter) to the Corporate Guarantor.

Construction Account

The current account bearing no. 117001601200114 established by the

Corporate Guarantor with Corporation Bank having funds which shall

be deposited in the manner set forth in the DTD (as defined

hereinafter) and utilized solely for the Construction of the Project (as

defined hereinafter).

Construction of the Project

The construction of the Project including (i) activities undertaken for

the construction and development of a group housing project by the

Company/ Corporate Guarantor in terms of the Development License

(as hereinafter defined) dated April 26, 2011 on the Project Land; (ii)

cost for material, labour and contractor for civil construction and

completing/ finishing the units as per the specifications agreed with the

customers; and (iii) any EDC/IDC payments required to be made in

connection with the Project to any Governmental authority (as

hereinafter defined).

Corporate Guarantee The corporate guarantee to be executed by the Corporate Guarantor (as

defined hereinafter) in favour of the Debenture Trustee (as defined

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hereinafter), acting as a guarantor of the Company, for the purposes of

securing the due payment of the Redemption Amounts (as defined

hereinafter) by the Company to the Debenture Holders.

Corporate Guarantor Supertech Limited, a company incorporated under the provisions of the

Act, bearing CIN U74899DL1995PLC074422 and having its registered

office at 1114, Hemkunth Chambers, 11th Floor, 89, Nehru Place –

110019, New Delhi, India.

Debentures or NCDs

100 (one hundred) senior, fully secured, listed, rated, redeemable,

transferable, non-convertible, cumulative debentures of the Company

having a face value of Rs. 1,00,00,000/- (Rupees One Crore Only)

each, aggregating to Rs. 100,00,00,000/- (Rupees One Hundred Crores

Only), free and clear of all encumbrances and together with all rights,

title and interests now and hereafter attaching thereto.

Debenture Holders Any one or several persons who provide or contribute the Debenture

Subscription Amount to the Company till such time as they hold the

Debentures; and, or, means one or several persons, who for the time

being and from time to time, are holders of the Debentures of the

Company and are named as beneficial owners of the Debentures in the

Register of the Beneficial Owners (as hereinafter defined).

Debenture Holders

Approval

Written consent/ approval of the Majority Debenture Holders (as


Debenture Subscription

Amount

Rs.100,00,00,000/- (Rupees One Hundred Crores Only) remitted by the

Debenture Holders in the Utilization Escrow Account (as defined

hereinafter) towards the subscription of the Debentures, in accordance

with the terms of the Transaction Documents (as hereinafter defined).

Debenture Trustee IDBI Trusteeship Services Limited, a company incorporated under the

Companies Act, 1956, having its registered office at Asian Building,

Ground Floor, 17, R. Kamani Marg, Ballard Estate, Mumbai - 400 001,

India (acting on behalf of the Debenture Holders).

Debenture Trustee

Agreement

The agreement dated July 17, 2014 entered into between the Company

and the Debenture Trustee for the appointment of the Debenture

Trustee as a trustee for the Debenture Holders.

Debenture Trust Deed or

DTD

The debenture trust deed to be executed amongst the Company, the

Guarantors, the Shareholders and the Debenture Trustee pursuant to

which the Debentures shall be issued.

Debt Regulations The Securities and Exchange Board of India (Issue and Listing of Debt

Securities) Regulations, 2008, as amended from time to time.

Debt Service Reserve

Amounts

The amount required to be maintained by the Company in the Escrow

Account (as hereinafter defined) throughout the Tenor (as hereinafter

defined) or until the redemption of all and not less than all the

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Debentures by the Company, being the amounts required to be paid to

the Debenture Holders towards payment of Interest (as hereinafter

defined) and, or, Default Interest (as hereinafter defined) (if applicable)

for the succeeding 3 (three) months in accordance with the terms of the

DTD.

Declaration Cum

Undertaking

Declaration cum undertaking (or any amendment thereto) to be

executed by the Company, Shareholders, and Guarantors in favour of

the Debenture Trustee, declaring the creation of equitable mortgage by

deposit of the Project Title Deeds (as hereinafter defined) in terms of

the Memorandum of Entry (as hereinafter defined).

Deed of Hypothecation The deed of hypothecation to be entered into between, inter alia, the

Company and the Debenture Trustee, for the purposes of creating

hypothecation on the Hypothecated Assets (as defined hereinafter).

Deemed Date of Allotment The date on which the Debenture Subscription Amount is received by

the Company in the Utilization Escrow Account.

Default Default shall have the meaning ascribed to such term in the Term Sheet

(as defined hereinafter).

Default Interest/ Default

Interest Rate

Default Interest shall have the meaning ascribed to such term in the

Term Sheet.

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

Depository National Security Depository Limited

Depository Participant/ DP A depository participant as defined under the Depositories Act.

Development License

Development License shall mean the development license no. 37 of

2011 dated April 26, 2011 issued by the DTCP (as hereinafter defined)

to the Company for developing the Project.

Development Rights Development Rights shall mean any rights, entitlement or interest that

Corporate Guarantor may have in the Project under the Collaboration

Agreement and, or, any other agreements or documents or deeds, in

any manner whatsoever.

Director(s) Director(s) of the Company, unless otherwise mentioned.

Disclosure Document This disclosure document dated July 17, 2014, pursuant to which the

Debentures are being offered for private placement and listing on the

BSE.

DTCP Director Town and Country Planning, Haryana.

EFT Electronic Fund Transfer.

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Escrow Account

The current account bearing number 00030350019425 established with

the Escrow Agent (as hereinafter defined) at their branch at G-3/4,

Suryakiran Building 19, Kasturba Gandhi Marg, Connaught Place,

New Delhi-110001, which shall be operated in accordance with the

terms and conditions of the Escrow Agreement (as hereinafter

defined).

Escrow Agent

HDFC Bank Limited, a company incorporated under the provisions of

the Act and having its registered office at HDFC Bank Limited, Bank

House, Senapati Bapat Marg, Lower Parel, Mumbai 400 013 and having its branch/ regional office amongst other places at G-3/4,


New Delhi-110001, being appointed as the escrow agent in accordance

with the Escrow Agreement.

Escrow Agreement The escrow agreement to be executed, inter alia, amongst the

Company, the Debenture Trustee and the Escrow Agent.

Event of Default Event of Default shall have the meaning given to such term in the Term

Sheet.

Financial Year/ FY The period of 12 (twelve) months commencing from April 1 of a

particular calendar year and ending on March 31 of the subsequent

calendar year.

FSI Floor Space Index.

GPL Gupta Promoters Private Limited, a private limited company

incorporated under the provisions of the (Indian) Companies Act, 1956

having its registered office at 804, Tower-A, Signature Towers, South

City-I, Gurgaon, Haryana.

Governmental Authority

Any government authority, statutory or regulatory authority,

Government department, agency, commission, board, tribunal or court

or other law, rule or regulation making entity having or purporting to

have jurisdiction on behalf of the Republic of India or any Indian State

or other subdivision thereof or any municipality, district or other

subdivision thereof, including urban land ceiling authorities.

Guarantors

Collectively the Personal Guarantor (as hereinafter defined) and the

Corporate Guarantor.

Guarantor Deed of

Hypothecation

The deed of hypothecation to be entered into amongst, inter alia, the

Corporate Guarantor, the Company and the Debenture Trustee for the

purposes of creating hypothecation on the Guarantor Hypothecated

Assets (as hereinafter defined).

Guarantor Escrow Account The current account bearing number CBCA/01/200113 established

with the Guarantor Escrow Agent at their branch at C-45, Sector 62,

Noida, Uttar Pradesh, which shall be operated in accordance with the

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terms and conditions of the Guarantor Escrow Agreement (as

hereinafter defined).

Guarantor Escrow Agent

Corporation Bank, a banking company incorporated under the

provisions of the Act and having its registered office at Mangaladevi

Temple Road, Pandeshwar, Mangalore-575 001 Karnataka, India,

being appointed as the escrow agent in accordance with the Guarantor

Escrow Agreement.

Guarantor Escrow

Agreement

The escrow agreement to be executed, inter alia, amongst the

Corporate Guarantor, the Company, the Debenture Trustee and the

Guarantor Escrow Agent.

Guarantor Hypothecated

Assets

Collectively mean, (i) the Guarantor Project Receivables, (ii) all

amounts received by the Corporate Guarantor in other accounts, other

than the Guarantor Escrow Account, which the Guarantor may have in

other banks, (iii) cash balance lying in the Guarantor Escrow Account;

and (iv) amounts that the Corporate Guarantor and, or, the Personal

Guarantor are required to deposit in the Corporate Guarantor Escrow

Account in accordance with the DTD. For avoidance of doubt it is

clarified that all the Guarantor Project Receivables and any other cash

flows are required to be deposited only in the Guarantor Project

Escrow Account and no other account.

Guarantor Project

Receivables

Any and all monies received or to be received subsequent to the

Deemed Date of Allotment by the Corporate Guarantor and, or, the

Personal Guarantor directly or indirectly from any source in any form,

including cash, cheques, demand drafts, pay order, electronic transfer

or in any other form and include, but are not limited to: (i) any

payments to be received, from existing and new buyers (or their

lenders/ financiers on their behalf) of units in the Project including as

sale consideration, bookings amounts, advances, towards base sale

price, and charges for amenities, club charges, parking charges,

preferential location charges, transfer charges, maintenance charges,

service tax, EDC/IDC and deposits to utility providers or otherwise; (ii)

refunds/ receipts from debtors, creditors, contractors, vendors, any

other person or any Governmental Authority including tax refunds

received in relation to the Project; (iii) monies infused into the Project

by the Personal Guarantor directly or indirectly; (iv) receipts from sale/

lease of land area, built-up area and, or, saleable area in the Project; (v)

insurance proceeds from insurance companies with which the Project is

insured; and (vi) bank/ cash balance in relation to the Project.

Hypothecated Assets Collectively mean, (i) the Project Receivables, (ii) all amounts received

by the Company in other accounts, other than the Escrow Account,

which the Company may have in other banks, (iii) cash balance lying

in the Escrow Account; and (iv) amounts that the Company and, or, the

Shareholders are required to deposit in the Escrow Account in

accordance with the DTD. For avoidance of doubt it is clarified that all

the Project Receivables are required to be deposited only in the Escrow

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Account and no other account.

Interest or Interest Rate

Interest shall have the meaning ascribed to such term in the Term

Sheet.

Interest Due Date Interest Due Date shall have the meaning ascribed to such term in the

Term Sheet.

Interest Payment

Moratorium Period

Interest Moratorium Period shall have the meaning ascribed to such

term in the Term Sheet.

Issue Private placement of 100 (one hundred) cumulative, senior, fully

secured, rated, redeemable, transferable and interest bearing non-

convertible debentures having a face value of Rs. 1,00,00,000/-

(Rupees One Crore Only) each, aggregating to Rs. 100,00,00,000/-

(Rupees One Hundred Crores Only).

Issue Opening Date July 28, 2014.

Issue Closing Date July 31, 2014.

Majority Debenture

Holders

The Debenture Holders, having a simple majority in value.

Material Adverse Change Any change, effect, event, occurrence or state of facts that is, or could

reasonably be expected to be, materially adverse to the business, assets,

liabilities, results of operations or financial or other condition of the

Company/ Project/ Guarantors or materially impairs the Company's/

Project's/ Guarantors' ability to undertake or fulfil the transaction

contemplated under the Transaction Documents

Memorandum of

Association

The memorandum of association of the Company, as amended from

time to time.

Memorandum of Entry The memorandum of entry (or any amendment thereto) to be issued by

the Debenture Trustee, for the purposes of creation of the equitable

mortgage on (i) the Project Land; and (ii) the Development Rights; by

way of deposit of the Project Title Deeds.

N.A or NA Not Applicable.

NSDL National Securities Depository Limited.

PAN Permanent Account Number.

Personal Guarantee The guarantee to be executed by the Personal Guarantor in favour of

the Debenture Trustee for the purposes of securing the due payment of

the Redemption Amounts by the Company to the Debenture Holders.

Personal Guarantor Mr. R. K. Arora, son of Mr. L.S. Arora, resident of C – 1/10, Sector 36,

Noida, Uttar Pradesh, India

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Project The group housing project for the development and construction of the

group housing colony in terms of the Development License dated April

26, 2011 on the Project Land and shall also include any enhancement/

additional FSI through or under any additional licenses or approvals.

Project Land Land admeasuring 10 (ten) acres situated in Sector 79, Village

Naurangpur, Tehsil and District Gurgaon, Haryana licensed under the

Development License dated April 26, 2011 issued by the DTCP to the

Company for developing the Project.

Project Receivables Any and all monies/ amounts received or to be received, subsequent to

the Deemed Date of Allotment, by the Company directly or indirectly

from any source in any form, including cash, cheques, demand drafts,

pay order, electronic transfer or in any other form from whether from

the Guarantor Escrow Account or from any other source with respect to

the Project and includes, but are not limited to: (i) any payments

received, or to be received from existing and new buyers of units in the

Project including as sale consideration, bookings amounts, advances,

towards base sale price, and charges for amenities, club charges,

parking charges, preferential location charges, transfer charges,

maintenance charges and deposits to utility providers or otherwise; (ii)

refunds/ receipts from debtors, creditors, contractors, vendors, any

other person or any Governmental Authority including tax refunds

received in relation to the Project; (iii) monies infused into the Project

by the Shareholders/ Personal Guarantor directly or indirectly; (iv)

receipts from sale/ lease of land area, built-up area and, or, saleable

area in the Project; (v) insurance proceeds from insurance companies

with which the Project is insured; (vi) bank/ cash balance in relation to

the Project; and, or (vii) advances received from customers and, or,

their lenders/banks which have extended financial assistance to such

customers in the Project towards purchase of units in the Project; and,

or, (viii) any other amounts that the Company is entitled to receive or

received from any person whatsoever or any other source in connection

with the Project in any manner whatsoever. It is clarified that the

Shareholders shall not be entitled to receive any Project Receivables on

behalf of the Company in any manner whatsoever.

Project Title Deeds Collectively:

(i) original sale deeds for the Project Land, and all powers of

attorneys issued thereunder, including without limitation, (i)

sale deed dated April 16, 2010, bearing registration no. 81; (ii)

sale deed dated April 21, 2010, bearing registration no. 114;

(iii) sale deed dated April 21, 2010, bearing registration no.

115; (iv) sale deed dated April 21, 2010, bearing registration

no. 116; (v) sale deed dated September 3, 2010, bearing

registration no. 912; (vi) sale deed dated September 3, 2010,

bearing registration no. 913; (vii) sale deed dated September 3,

2010, bearing registration no. 914; (viii) sale deed dated

September 24, 2010, bearing registration no. 1067; (ix) sale

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deed dated October 4, 2010, bearing registration no. 1138; and

(x) sale deed dated October 6, 2010, bearing registration no.

1150;

(ii) the original Collaboration Agreement; and

(iii) the original Development License dated April 26, 2011 issued

by the DTCP to the Company for developing the Project;

Quarter Each successive period of 3 (three) months commencing from the

Deemed Date of Allotment succeeding the month of the Deemed Date

of Allotment.

Rating Agency CRISIL.

RBI Reserve Bank of India.

Record Date The date falling 3 (three) calendar days prior to the proposed date on

which any payments are required to be made in respect of the

Debentures to the Debenture Holders in accordance with the Debenture

Trust Deed.

Redemption Amount The aggregate of the Debenture Subscription Amount plus all other

outstanding amounts viz. the entire outstanding amount due in respect

of the Debentures including the Interest, the Default Interest, fees

(including the fees payable to the Debenture Trustee, the Escrow

Agent, the Guarantor Escrow Agent), costs, charges and expenses and

any other amounts payable in respect of the Debentures under the

Transaction Documents.

Register of the Beneficial

Owner

Register of the Debenture Holders maintained in the records of the

Depository, as updated from time to time.

ROC Registrar of Companies.

Rs. Indian Rupee.

RTGS Real Time Gross Settlement.

SEBI The Securities and Exchange Board of India constituted under the

Securities and Exchange Board of India Act, 1992 as amended from

time to time.

SEBI Debt Listing

Regulations

The Securities and Exchange Board of India (Issue and Listing of Debt

Securities) Regulation, 2008, as amended from time to time.

Security

Security shall have the meaning ascribed to such term in the Term

Sheet.

Security Documents

Collectively means, (i) the Memorandum of Entry (or any amendment

thereto), (ii) the Declaration Cum Undertaking (or any amendment

thereto), (iii) the Share Pledge Agreement (as hereinafter defined), (iv)

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the Deed of Hypothecation, (v) the Corporate Guarantee, (vi) the

Personal Guarantee, (vii) the Escrow Agreement, (viii) the Guarantor

Escrow Agreement; (ix) the Guarantor Deed of Hypothecation; and (x)

such other document as may be executed from time to time in relation

to creation and perfection of the Security; all such Security Documents

shall be in the form acceptable and satisfactory to the Debenture

Holders and shall be executed in the favour of the Debenture Trustee,

acting on behalf of the Debenture Holders and holding the Security for

the benefit of the Debenture Holders.

SF Square feet.

Shares or Equity Shares The issued, subscribed and fully paid up equity shares of Rs.10/-

(Rupees Ten Only) each of the Company and shall exclude any

warrants and other securities/ instruments in the Share Capital (as


Shareholders

Shareholders of the Issuer. Presently, the Shareholders of the Issuer are

GPL and Mr. Sandeep Gupta (nominee of GPL).

Share Capital The aggregate of all of the Shares of the Company.

Share Pledge Agreement

The share pledge agreement to be executed amongst GPL and Mr.

Sandeep Gupta, the Company and the Debenture Trustee for pledging

all and not less than all the Shares' of the Company held by the GPL

and Mr. Sandeep Gupta constituting 100% (one hundred percent) of the

Share Capital.

TDS Tax Deducted at Source.

Term Sheet

The term sheet set forth in Annexure I of this Disclosure Document.

Transaction Documents Collectively mean the (i) the Deed; (ii) this Disclosure Document; (iii)

the Utilization Escrow Agreement (as hereinafter defined); (iv) each of

the Security Documents; (v) the loan agreement of even date executed

between the Company, the Corporate Guarantor and the Debenture

Trustee; (vi) the Supertech Escrow Agreement of even date executed

between the Guarantors, the Company, the Supertech Escrow Agent

and the Debenture Trustee; and (vii) any other document designated by

the Majority Debenture Holders and the Company as a Transaction

Document

Transfer Agent MAS Services Limited.

Trustee Regulations The Securities and Exchange Board of India (Debenture Trustees)

Regulations, 1993, as amended from time to time, to the extent the

same are applicable.

Utilization Escrow Account The current account bearing number 00030350019435 established with

the Utilization Escrow Agent (as hereinafter defined) at their branch at

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G-3/4, Suryakiran Building 19, Kasturba Gandhi Marg, Connaught

Place, New Delhi-110001, which shall be operated in accordance with

the terms and conditions of the Utilization Escrow Agreement.

Utilization Escrow Agent

HDFC Bank Limited, a company incorporated under the provisions of

the Act and having its registered office at HDFC Bank Limited, Bank

House, Senapati Bapat Marg, Lower Parel, Mumbai 400 013 and

having its branch/ regional office amongst other places at G-3/4,


New Delhi-110001, being appointed as the escrow agent in accordance

with the Utilization Escrow Agreement.

Utilization Escrow

Agreement

Escrow agreement executed amongst the Company, the Debenture

Trustee and the Utilization Escrow Agent.

Any capitalized terms used in the Disclosure Document and not defined in this section shall have the

respective meanings ascribed to them under the remaining section hereunder.

1 Words denoting singular only shall include plural and vice-versa.

2 Words denoting one gender only shall include the other gender.

3 All references in these presents to any provision of any statute shall be deemed also to refer to the

statute, modification or re-enactment thereof or any statutory rule, order or regulation made

thereunder or under such re-enactment.

4 The headings in this section are inserted for convenience only and shall be ignored in construing

and interpreting the section.

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SECTION 2: DISCLAIMERS

ISSUER'S DISCLAIMER

This Disclosure Document is neither a prospectus nor a statement in lieu of a prospectus and should not

be construed to be a prospectus or a statement in lieu of a prospectus under the Companies Act. The issue

of the Debentures to be listed on the BSE is being made strictly on a 'private placement' basis. Multiple

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

as such. This Disclosure Document does not constitute and shall not be deemed to constitute an offer or

invitation to subscribe to the Debentures to the public in general.

As per the applicable provisions, it is not necessary for a copy of this Disclosure Document/ Information

Memorandum to be filed or submitted to the SEBI for its review and/or approval. Further, since the Issue

is being made on a 'private placement' basis, in accordance with the applicable provisions of the

Companies Act, a copy of this Disclosure Document has not been filed with the ROC. This Disclosure

Document is intended for private use and should not be construed to be a prospectus and/or an invitation

to the public or a section of the public so as to constitute a 'public offer' for subscription to the Debentures

under any Law for the time being in force.

This Disclosure Document has been prepared solely to provide general information about the Issuer to

eligible investors to whom it is addressed and who are willing and eligible to subscribe to the Debentures.

The Issuer confirms that as of the date hereof, this Disclosure Document (including the documents

incorporated by reference herein, if any) is accurate in all material respects and does not contain any

untrue statement of a material fact or omit to state any material fact necessary to make the statements

herein, in light of circumstances under which they are made.

Each copy of this Disclosure Document is serially numbered. This Disclosure Document 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 investors are required to comply with the relevant regulations/guidelines applicable to them for

investing in this Issue.

Each of the NCDs offered pursuant to this Disclosure Document shall be subject to the terms and

conditions pertaining to the NCDs outlined hereunder as modified/ supplemented by the terms of the

Term Sheets and the Transaction Documents.

The Company and its directors have not been prohibited from accessing the capital or financial market

under any order or directions passed by SEBI or RBI.

DISCLAIMER CLAUSE OF STOCK EXCHANGES

As required, a copy of this Disclosure Document has been filed with the BSE in terms of the SEBI Debt

Listing Regulations. It is to be distinctly understood that submission of this Disclosure Document to the

BSE should not in any way be deemed or construed to mean that this Disclosure Document has been

reviewed, cleared, or approved by the BSE; nor does the BSE in any manner warrant, certify or endorse

the correctness or completeness of any of the contents of this Disclosure Document, nor does the BSE

warrant that the Debentures will be listed or will continue to be listed on the BSE; nor does the BSE take

any responsibility for the soundness of the financial and other conditions of the Issuer, its management or

any scheme or project of the Issuer.

DISCLAIMER CLAUSE OF SEBI

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As per the provisions of the SEBI Debt Listing Regulations, it is not stipulated that a copy of this

Disclosure Document has to be filed with or submitted to the SEBI for its review/ approval. It is to be

distinctly understood that this Disclosure Document should not in any way be deemed or construed to

have been approved or vetted by SEBI and that this Issue is not recommended or approved by SEBI.

SEBI does not take any responsibility either for the financial soundness of any proposal for which the

NCDs issued thereof is proposed to be made or for the correctness of the statements made or opinions

expressed in this Disclosure Document.

DISCLAIMER IN RESPECT OF JURISDICTION

This Issue is made in India to investors as specified under the clause titled "Eligible Investors" of this

Disclosure Document, who shall be specifically approached by the Issuer. This Disclosure Document

does not constitute an offer to sell or an invitation to subscribe to NCDs offered hereby to any person to

whom it is not specifically addressed. The NCDs are governed by and will be construed in accordance

with Indian law. Any disputes arising out of this Issue will be subject to the non-exclusive jurisdiction of

the courts at Delhi. This offer of NCDs on a private placement basis is made in India to Eligible Investors

resident in India and non-resident Eligible Investors as permissible. Nothing in this Disclosure Document

shall constitute and/or deem to constitute an offer or an invitation to an offer, to be made to the Indian

public or any section thereof, at large, through this Disclosure Document, and this Disclosure Document

and its contents should not be construed to be a prospectus under the Companies Act. This Disclosure

Document does not constitute an offer to sell or an invitation to subscribe to the NCDs herein, in any

other jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction.

DISCLAIMER IN RESPECT OF RATING AGENCIES

Ratings are opinions on credit quality and are not recommendations to sanction, renew, disburse or recall

the concerned bank facilities or to buy, sell or hold any security. The Rating Agency has based its ratings

on information obtained from sources believed by it to be accurate and reliable. The Rating Agency has

taken considerable steps to avoid any data distortion; however it does not examine the precision or

completeness of the information obtained. And hence, the information in this Disclosure Document is

presented 'as is' without any express or implied warranty of any kind. The Rating Agency does not make

any representation in respect to the truth or accuracy of such information nor, 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 bank facilities/instruments are

rated by the Rating Agency have paid a credit rating fee, based on the amount and type of bank

facilities/instruments. The Rating Agency has the right to change, suspend or withdraw the ratings at any

time for any reason.

ISSUE OF DEBENTURES IN DEMATERIALISED FORM

The NCDs will be issued in dematerialised form. The Issuer has made arrangements with the Depositories

for the issue of the NCDs in dematerialised form. Investors will have to hold the NCDs in dematerialised

form as per the provisions of the Depositories Act. The Issuer shall take necessary steps to credit the

NCDs allotted to the beneficiary account maintained by the investor with its Depositary Participant. The

Issuer will make the allotment 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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SECTION 3: REGULATORY DISCLOSURES

The Disclosure Document is prepared in accordance with the provisions of the SEBI Debt Listing

Regulations and in this section, the Issuer has set out the details required as per Schedule I of the SEBI

Debt Listing Regulations:

ISSUER'S INFORMATION

Name of the Issuer Tirupati Buildplaza Private Limited

Registered office of the

Issuer

Chamber No. 1517, 15th Floor, Devika Tower, 6, Nehru Place, New

Delhi – 110019

Corporate office of the

Issuer

804, Tower-A Signature Tower, South City – I, Gurgaon.

Compliance officer of the

Issuer

Mr. Rohit Harbola

CFO of the Issuer Mr. Sandeep Gupta

Arrangers NA

Debenture Trustee IDBI Trusteeship Services Limited.

R&T Agent MAS Services Limited.

Credit Rating Agency CRISIL.

Auditors of the Issuer Sanjay Satpal & Associates

Chartered Accountants

(a) A brief summary of the business/ activities of the Issuer and its line of business.

(i) Business Overview.

The Company is currently in the business of construction and development of the Project viz.

Araville. The Project involves the construction and development of a group housing project in

terms of the Development License dated April 26, 2011. The Company acquired the Project Land

vide the following Sale Deeds:

1. Sale Deed dated April 21, 2010, Vasika No. 115;


3. Sale Deed dated September 3, 2010, Vasika No. 912;



6. Sale Deed dated October 4, 2010, Vasika No. 1138;

7. Sale Deed dated October 6, 2010, Vasika No. 1150;


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9. Sale Deed dated September 3, 2010, Vasika No. 914; and

10. Sale Deed dated April 21, 2010, Vasika No. 114.

The Project is a residential group housing project on a land area measuring approximately 10

acres situated at residential Sector 79, Village Naurangpur, Tehsil & District Gurgaon, Haryana,

and comprises of approximately 511 residential units aggregating upto 982,620 square feet. The

Company has obtained all requisite approvals for development and construction of the Project.

Some of the approvals are set out below:

(i) Development License;

(ii) Zoning Plan approvals;

(iii) Building plans; and

(iv) Environment Clearance.

The Company entered into a collaboration agreement dated March 27, 2012 ("Collaboration

Agreement") with the Corporate Guarantor, wherein the Company has transferred, in favour of

the Corporate Guarantor, the Development Rights (as defined in the agreement) over the Project

Land.

The Company owns certain additional land admeasuring approximately 1 Kanal and 8 marlas

falling under Khewat/ Khatoni No. 394/425 comprised under Rectangle 49, Killa No. 49/14/1(1-

8) which has been acquired by the Company through (i) the sale deed dated October 4, 2011,

bearing registration no. 1897; (ii) sale deed dated September 24, 2010 bearing registration no.

1068; and (iii) sale deed dated September 20, 2010 bearing registration no. 1032. This area does

not form part of the Project Land.

The Corporate Guarantor is a leading real estate developer company based in the National Capital

Region promoted by the Personal Guarantor.

The Company has a clear and marketable title to the entire Project Land, as a whole. Further, the

Company is in absolute, lawful, undisputed, unhindered, peaceful possession and enjoyment of

the entire Project Land, free from all encumbrances, mortgages and charges, except the charge

created by the Company in favour of Allahabad Bank and the apartment/ flat buyers on the

apartments/ flats in the Project in favour of lenders/ banks, from whom such apartment/ flat

buyers have obtained a home loan.

The Company possesses legal, clear, marketable, unfettered, absolute and unrestricted right, title

and interest in the Project Land and is the sole, legal, absolute and exclusive registered owner of

the Project Land and currently the Corporate Guarantor has the vacant, peaceful, legal,

undisputed and unhindered physical possession thereof.

The Company launched the Project some time in May, 2012. The Project is under construction

and the Company has completed construction upto/ near 25% (twenty five percent).

(ii) Corporate Structure as on March 31, 2014.

Particulars Amount (Rs.)

Authorized Share Capital.

1,00,000 Equity Shares of Rs.10/- each

10,00,000

Issued Capital.

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Particulars Amount (Rs.)

95,000 Equity Shares of Rs.10/- each

9,50,000

Subscribed and Paid-up Capital.

95,000 Equity Shares of Rs.10/- each

9,50,000

(iii) Key Operational and Financial Parameters for the last 3 (three) audited years.

Parameters FY 2013-14

(Rs. in lac)

(unaudited)

FY 2012-

13

(Rs. in lac)

FY 2011-

12

(Rs. in lac)

Networth 8.17 12.72 8.39

Total Debt

of which

– Non Current Maturities of Long Term

Borrowing

- - -

– Short Term Borrowing - - -

– Current Maturities of Long Term

Borrowing

- - -

Net Fixed Assets - - -

Non Current Assets - - -

Cash and Cash Equivalents 211.75 148.59 203.98

Current Investments - - -

Current Assets 8,110.47 5,106.08 3,999.60

Current Liabilities 8,314.05 5,241.95 4,195.20

Net sales - - -

EBITDA (4.55) 5.19 2.82

EBIT (4.55) 5.19 2.82

Interest charged to P&L - - -

Interest charged to WIP - - -

PAT (4.55) 4.20 2.29

Dividend amounts - - -

Current ratio 0.98 0.97 0.95

Interest coverage ratio NA NA NA

Gross debt/equity ratio NA NA NA

Debt Service Coverage Ratios NA NA NA

Note: Previous year figures have been reclassified

(iv) Gross Debt: Equity Ratio of the Company.

Before the issue of debt Securities N A

After the issue of debt Securities 1,224

If the NCDs proposed to be issued by the Company

are 100% (one hundred percent) subscribed, the debt

to equity ratio of the Company would be 1,224 upon

subscription of the Debentures.

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(b) A brief history of the Issuer since its incorporation.

The Company was incorporated on December 17, 2009 as Tirupati Buildplaza Private Limited.

Mr. Munish Bansal and Mr. Shyam Kumar Sharma were the subscribers to Memorandum of

Association and initial Directors of the Company. Subsequently, 85,000 shares were issued to

Gupta Promoters Private Limited. Thereafter Mr. Sandeep Gupta acquired the entire shareholding

of Mr. Shyam Kumar Sharma and 42500 shares from Gupta Promoters Private Limited and Mr.

K.L. Gupta acquired the entire shareholding of Mr. Munish Bansal and 42500 shares from Gupta

Promoters Private Limited. In 2012 Mr. Sandeep Gupta and Mr. K.L. Gupta transferred their

entire shareholding to Gupta Promoters Private Limited with Mr. Sandeep Gupta being a nominee

shareholder.

(i) Details of the Share Capital as on March 31, 2014

Please refer to paragraph a(i) above for details of the Share Capital of the Company.

(ii) Changes in its Capital Structure as on March 31, 2014 for the last 5 (five) years.

Date of change

(AGM/EGM)

Rs. Particulars

July 26, 2010 10,00,000/- Increase in authorized share capital from

Rs.1,00,000/- to Rs. 10,00,000/-.

(iii) Equity Share Capital history of the Company as on March 31, 2013, for the last 5 (five) years.

Date of

Allotme

nt

Numbe

r of

Shares

Face

valu

e

(Rs.)

Issu

e

pric

e

(Rs.)

Considerati

on (cash,

other than

cash, etc)

Nature of

Allotment

Cumulative Remark

s

No of

equit

y

share

s

Equit

y

Share

Capit

al

(Rs)

Equity

Share

Premiu

m (in

Rs)

Decemb

er 17,

2009

500

0

10 10 50000 Subscribers

to

Memorand

um

5,000 50,00

0

Nil First

Subscrib

er.

Munish

Bansal

Decemb

er 17,

2009.

500

0

10 10 50000 Subscribers

to

Memorand

um

5,000 50,00

0

Nil First

Subscrib

erMr.

Shyam

Kumar

Sharma

August

9, 2010

85000 10 10 850000 Private

Placement

85000 85000

0

Nil Allotted

to Gupta

Promoter

s Private

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Date of

Allotme

nt

Numbe

r of

Shares

Face

valu

e

(Rs.)

Issu

e

pric

e

(Rs.)

Considerati

on (cash,

other than

cash, etc)

Nature of

Allotment

Cumulative Remark

s

No of

equit

y

share

s

Equit

y

Share

Capit

al

(Rs)

Equity

Share

Premiu

m (in

Rs)

Limited

(iv) Details of any Acquisition or Amalgamation in last 1 (one) year.

A scheme of amalgamation was filed with the Delhi High Court for amalgamation of the

Company with Gupta Promoters Private Limited (GPL). The scheme provided for the transfer of

all assets and properties, debts, liabilities of the Company to GPL. The said scheme was

sanctioned by the Delhi High Court vide an order dated October 26, 2013 subject to filing of a

copy of the scheme and the order with the ROC. The said scheme was not filed with the ROC by

the Company/ GPL and accordingly, was not made effective. Subsequently, the Company and

GPL passed board resolutions and shareholders resolution cancelling/ withdrawing such scheme

of amalgamation.

(v) Details of any Reorganization or Reconstruction in last 1 (one) year.

No reorganization or reconstruction has taken place in the Company in the last one year from the

date of this Disclosure Document.

(c) Details of the shareholding of the Company as on March 31, 2014

(i) Shareholding Pattern of the Company as on March 31, 2014.

Sr.

No.

Particulars Total no. of

Equity Shares

No. of shares in

demat form

Total

shareholding

1. Gupta Promoters

Private Limited

94,999 - 100%

2. Sandeep Gupta, a

nominee of GPL

1 - ---

Total 95,000 - 100%

Notes: Shares pledged or encumbered by the Promoter (if any) – Not Applicable.

(ii) List of top 10 (ten) holders of equity shares of the Company as on March 31, 2014

Please refer to paragraph c(i) above for the details.

(d) Details regarding the directors of the Company.

(i) Details of the Current Directors of the Company.

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Name,

Designation

and DIN

Age Address Director of

the

Company

since

Details of other

directorship

Name of

Company

Date of

Appointment

Mr. Sandeep

Gupta,

Director

00170056

PAN-

AAVPG9343D

15/01/1965

D-967, New

Friends Colony,

New Delhi,

110065, Delhi,

India

30/07/2010 K.L. Gupta

and

Company

Private

Limited

26/08/1988

Gupta Exim

India Private

Limited

16/01/1996

Zebu

Securities

Private

Limited

16/04/2002

Gupta

Dyefab

Private

Limited

23/03/2005

Gupta

Promoters

Private

Limited

07/12/2006

GPL

Infrastructure

Private

Limited

11/09/2007

Super Procon

Private

Limited

24/10/2010

Mr. Kasturi

Lal Gupta,

Director

00170201

PAN-

AAPPG3332E

01/04/1936

D-967

New Friends

Colony

New Delhi

Delhi

India 110065

26/07/2010 K.L. Gupta

and

Company

Private

Limited

26/08/1988

Gupta

Promoters

Private

Limited

26/08/1988

Gupta Exim

India Private

Limited

16/01/1996

Zebu

Securities

Private

Limited

16/04/2002

Hare Krishan

International

Limited

30/09/2002

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Name,

Designation

and DIN

Age Address Director of

the

Company

since

Details of other

directorship

Name of

Company

Date of

Appointment

Gupta

Dyefab

Private

Limited

23/03/2005

GPL

Infrastructure

Private

Limited

11/09/2007

Super Procon

Private

Limited

24/10/2010

None of the current directors of the Company appear in the RBI defaulter list and, or, ECGC

default list.

(ii) Details of the Change in Directors since last 3 (three) years.

S.

No.

Name,

Designation and

DIN

Date of Appointment

(DOA)/ Resignation

(DOR)

Director of the

Company since (in case

of resignation)

Remarks

1. Shyam Kumar

Sharma

December 17, 2009 December 17, 2009 till

July 31, 2010

Resigned

2. Munish Bansal December 17, 2009 December 17, 2009 till

July 31, 2010

Resigned

3. Sandeep Gupta July 30, 2010 July 30, 2010 till Date,

4. Kasturi Lal Gupta July 26, 2010 July 26, 2010 till Date

(e) Following details regarding the auditors of the Company.

(i) Details of the Auditor of the Company.

Name Address Auditor Since

Sanjay Satpal &

Associates

F-11, LGF, Green Park Extension, New

Delhi-110016

Since Incorporation

(ii) Details of Change in Auditor since last 3 (three) years.

There has no been change in the auditor if the Company in the last 3 (three) years.

(f) Details of borrowings of the Company as on March 31, 2014.

Lenders

name

Type of

Facility

Amount

sanctioned

Principal

amount

outstanding

Repayment

date/schedule

Security

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NIL

Details of Unsecured Loan Facilities as on 31.3.2014

Lenders

name

Type of

Facility

Amount

sanctioned

Principal

amount

outstanding

Repayment

date/schedule

NIL

(i) Details of Non-Convertible Debentures.

The Company confirms that as of the last quarter ending on March 31, 2014 there are no non-

convertible debentures issued by the Company.

(ii) List of Top 10 Debenture Holders as on March 31, 2014.

Sr.

No.

Name of debenture holder Amount

Not applicable

(iii) The amount of corporate guarantee issued by the Issuer along with name of the counterparty (like

name of the subsidiary, JV entity, group company, etc.) on behalf of whom it has been issued:

No corporate guarantee has been issued by Issuer.

(iv) Details of Commercial Paper: The total Face Value of the Commercial Papers Outstanding as on

March 31, 2014:

NA

(v) Details of rest of the borrowing (if any including hybrid debt like FCCB, Optionally Convertible

Debentures/ Preference Shares) as on March 31, 2014:

NA.

(vi) The Issuer confirms that: (a) the Issuer is prompt and regular in servicing of its existing debts and

has been paying interest and principal when due on its term loans; and (b) the Issuer has not

defaulted and, or, made any delayed payments of interest and, or, principal in any kind of term

loans, debt securities and other financial indebtedness including under any corporate guarantee

executed by the Issuer, in the past 5 (five) years.

NA.

(vii) Details of any outstanding borrowings taken/ debt securities issued where taken/ issued (a) for

consideration other than cash, whether in whole or part, (b) at a premium or discount, or (c) in

pursuance of an option:

NA.

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(g) Details of the Promoters.

(i) Details of the Promoters Holding in the Company as on March 31, 2014.

Sr.

No

Name of the

shareholders

Total No

of Equity

shares

No of

shares in

demat

form

Total

shareholding as

% of total no of

equity shares

No of

shares

pledged

% of

Shares

pledged

with

respect to

shares

owned

1. Gupta

Promoters

Private

Limited

94999 Nil 100 Nil Nil

2. Sandeep

Gupta as a

nominee of

GPL

1 Nil -Nil Nil Nil

(h) 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

three years and auditor qualifications, if any.

(i) Last Three Financial Years Audited Balance Sheets (Attached)

(i) Abridged version of latest audited/ Limited Review Half Yearly Consolidated (wherever

available) and Standalone Financial Information (like Profit & Loss statement, and Balance

Sheet) and auditors qualifications, if any.

(j) Any material event/ development or change at the time or issue or subsequent to the issue which

may affect the investor's decision to invest/ continue to invest in debt securities.

No material event/ development or change has occurred at the time of the Issue or subsequent to

the Issue which may affect the Issue or the Debenture Holders decision to invest/ continue to

invest in the debt securities

(k) Name of the Debenture Trustee and Consent thereof

IDBI Trusteeship Services Limited has given its written consent for its appointment as debenture

trustee to the Issue under Regulation 4(4) of the SEBI Debt Listing Regulations and in all the

subsequent periodical communications sent to the holders of debt securities. Consent letter from

Debenture Trustee is attached as Annexure II hereto.

(l) Rating and Rating Rationale

CRISIL has assigned a rating of ‘CRISIL BB/ Stable' for the issuance of INR non-convertible

debenture issuance.

The above ratings are not a recommendation to buy, sell or hold the NCDs or other securities and

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investors should take their own decision. The ratings may be subject to revision or withdrawal at

any time by the assigning rating agencies and each rating should be evaluated independently of

any other rating. The ratings obtained are subject to revision at any point of time in the future.

The rating agencies have the right to suspend, withdraw the rating at any time on the basis of new

information etc.

The credit rating certificate received from CRISIL is attached as Annexure II hereto.

(m) The Issuer confirms that the present Issue is secured.

(n) Copy of consent letter from the Debenture Trustee is enclosed as Annexure III hereto.

(o) The Debentures are proposed to be listed on the BSE. The Company shall comply with the

requirements of the listing agreement to the extent applicable to it on a continuous basis.

(p) Other details

(i) Debenture Redemption Reserve: The Company shall create a debenture redemption reserve in

accordance with applicable laws.

(ii) Issue/ instrument specific regulations.

The Companies Act;

The SEBI Debt Listing Regulations; and

Relevant RBI regulations, notifications and circulars, as issued from time to time.

(iii) Application process.

The application process for the issue is as provided in Section 4 of this Disclosure Document.

(q) Undertakings by the Company.

The Company undertakes that:

(i) it shall till the redemption of the NCDs, submit to the Debenture Trustee, all information/

details required as per the SEBI Debt Listing Regulations within the timelines mentioned

therein and comply with SEBI Debt Listing Agreement; and

(ii) complete the listing of the NCDs on the BSE, on or prior to 15 (fifteen) days of the

Deemed Date of Allotment

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SECTION 4: OTHER INFORMATION AND ISSUE PROCEDURE

The NCDs being offered as part of the Issue are subject to the provisions of the Companies Act, the SEBI

Debt Listing Regulations, the Memorandum and Articles of Association of the Issuer, the terms of this

Disclosure Document, Application Form and other terms and conditions as may be contained in the

Transaction Documents.

(a) Mode of Transfer/ Transmission of NCDs

The NCDs shall be transferable freely. The NCDs 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 NCDs), to the NCDs as well. The NCDs held in

dematerialized form shall be transferred subject to and in accordance with the rules/ procedures as

prescribed by NSDL and the relevant DPs of the transferor or transferee and any other applicable

laws and rules notified in respect thereof. The normal procedure followed for transfer of

securities held in dematerialized form shall be followed for transfer of these NCDs held in

dematerialised 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 would be issued and traded in

dematerialised form only.

(b) NCDs held in Dematerialised Form

The NCDs shall be held in dematerialised form and no action is required on the part of the

Debenture Holders for redemption purposes and the redemption proceeds will be paid by

cheque/fund transfer/ RTGS to those Debenture Holders whose names appear on the list of

beneficiaries maintained by the R&T Agent. Only those Debenture Holders whose names appear

as beneficiaries as per the R&T Agent's records on the relevant Record Date would be considered

for the purpose of redemption. All such NCDs will be simultaneously redeemed through

appropriate debit corporate action.

The list of beneficiaries as of the relevant Record Date setting out the relevant beneficiaries' name

and account number, address, bank details and DP's identification number will be given by the

R&T Agent to the Issuer.

(c) Undertaking that Issuer shall use a Common Form of Transfer

The normal procedure followed for transfer of securities held in dematerialized form shall be

followed for transfer of the NCDs held in electronic form. The seller should give delivery

instructions containing details of the buyer's Depository Participant account to its depository

participant. The Company undertakes that there will be a common transfer form/ procedure for

transfer of debentures.

(d) Trustee for the Debenture Holders

The Issuer has appointed IDBI Trusteeship Services Limited to act as trustee for the Debenture

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Holders. The Issuer and the Debenture Trustee have entered into the Debenture Trust Deed inter

alia, specifying the powers, authorities and obligations of the Debenture Trustee and the Issuer.

The Debenture Holders shall, without further act or deed, be deemed to have irrevocably given

their consent to the Debenture Trustee or any of its agents or authorized officials to do all such

acts, deeds, matters and things in respect of or relating to the NCDs as the Debenture Trustee may

in its absolute discretion deem necessary or require to be done in the interest of the Debenture

Holders. Any payment made 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

will protect the interest of the Debenture Holders in regard to the repayment of principal and

interest/ coupon thereon and they will take necessary action, subject to and in accordance with the

Debenture Trust Deed. The Debenture Trust Deed shall more specifically set out the rights and

remedies of the Debenture Holders and the manner of enforcement thereof.

(e) Debenture Holder not a Shareholder

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 rights and entitlements of the Debenture

Holders are set forth in the DTD.

(f) Application Procedure

Eligible investors, as given hereunder, will be invited to subscribe by way of the Application

Form prescribed in the Disclosure Document during the period between the Issue Opening Date

and the Issue Closing Date (both dates inclusive).

(g) Right to accept or reject Applications

The Board of Directors reserves its full, unqualified and absolute right to accept or reject any

application for subscription to the NCDs, in part or in full, without assigning any reason thereof.

(h) Notices

Any notice may be served by the Issuer/ Debenture Trustee upon the Debenture Holders through

registered post, recognized overnight courier service, hand delivery or by facsimile transmission

addressed to such Debenture Holder at its/ his registered address or facsimile number.

All notice(s) to be given by the Debenture Holders to the Issuer/ Debenture Trustee shall be sent

by registered post, recognized overnight courier service, hand delivery or by facsimile

transmission to the Issuer or to such persons at such address/ facsimile number as may be notified

by the Issuer from time to time through suitable communication. All correspondence regarding

the NCDs should be marked "Private Placement of Debentures".

(i) Issue Procedure

Only eligible investors as given hereunder may apply for the NCDs by completing the application

form in the prescribed format in block letters in English as per the instructions contained therein.

The minimum number of NCDs that can be applied for and the multiples thereof shall be set out

in the Application Form. No application can be made for a fraction of a Debenture. Application

forms should be duly completed in all respects and applications not completed in the said manner

are liable to be rejected. The name of the applicant's bank, type of account and account number

must be duly completed by the applicant. This is required for the applicant's own safety and these

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details will be printed on the refund orders and/or redemptions warrants.

An application form must be accompanied by either demand draft(s) or cheque(s) drawn or made

payable in favour of the Issuer or otherwise as may be set out in the Application Form and

crossed "Account Payee Only". Cheque(s) or demand draft(s) may be drawn on any bank

including a co-operative bank, which is a member or a sub-member of the bankers clearing house

located at New Delhi. If permitted, the applicant may transfer payments required to be made in

any relation by EFT/ RTGS, to the bank account of the Issuer as per the details mentioned in the

Application Form.

(j) Payment Instructions

The Application Form should be submitted along with cheque(s)/ draft(s) favouring "Tirupati

Buildplaza Private Limited", crossed "Account Payee Only". Applicants can alternatively remit

the application amount through RTGS on Pay-in Date. The RTGS details of the Issuer are as

under:

Name of A/c: Utilization Escrow Account

Account No: 00030350019435

Address: G-3/4, Suryakiran Building 19, Kasturba Gandhi Marg, Connaught Place,

New Delhi-110001

IFSC Code: HDFC0000003

(k) Eligible Investors

Only those Investors who have been addressed through a communication directly are eligible to

apply. No other person can apply. All investors are required to comply with the relevant

regulations/ guidelines applicable to them for investing in this issue of the Debentures.

Note: Participation by eligible 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 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.

(l) Procedure for Applying for Dematerialised Facility

(i) The applicant must have at least one beneficiary account with any of the DP's of NSDL

prior to making the application.

(ii) The applicant must necessarily fill in the details (including the beneficiary account

number and DP – ID) appearing in the Application Form under the heading "Details for

Issue of Debentures in Electronic/Dematerialised Form".

(iii) Debentures allotted to an applicant will be credited to the applicant's respective

beneficiary account(s) with the DP.

(iv) For subscribing to the NCDs, names in the Application Form should be identical to those

appearing in the details in the Depository. In case of joint holders, the names should

necessarily be in the same sequence as they appear in the account details maintained with

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the DP.

(v) Non-transferable allotment advice/ refund orders will be directly sent to the applicant by

the R&T Agent to the Issue.

(vi) If incomplete/ incorrect details are given under the heading "Details for Issue of

Debentures in Electronic/ Dematerialised Form" in the Application Form, it will be

deemed to be an incomplete application and the same may be held liable for rejection at

the sole discretion of the Issuer.

(vii) For allotment of NCDs, the address, nomination details and other details of the applicant

as registered with his/ her DP shall be used for all correspondence with the applicant. The

applicant is therefore responsible for the correctness of his/ her demographic details given

in the Application Form vis-a-vis those with his/ her DP. In case the information is

incorrect or insufficient, the Issuer would not be liable for the losses, if any.

(viii) The Coupon, redemption amount or other benefits would be paid to those Debenture

Holders whose names appear on the list of beneficial owners maintained by the R&T

Agent as on the Record Date. In case of those NCDs for which the beneficial owner is not

identified in the records of the R&T Agent as on the Record Date, the Issuer would keep

in abeyance the payment of the redemption amount or other benefits, till such time that

the beneficial owner is identified by the R&T Agent and conveyed to the Issuer,

whereupon the redemption amount and benefits will be paid to the beneficiaries, as

identified.

(m) Depository Arrangements

The Issuer shall make necessary arrangement with NSDL for issue and holding of the NCDs in

dematerialised form

As per the provisions of the Depositories Act, the NCDs issued by the Company shall be held in a

dematerialized/ electronic form, i.e. not in the form of physical certificates but be fungible and be

represented by the statement issued through electronic mode.

(n) List of Beneficiaries

The Issuer shall request the R&T Agent to provide a list of beneficiaries as at the end of each

Record Date. This shall be the list, which will be used for payment of the Redemption Amount

and, or, the Listing Default Interest (if applicable).

(o) Applications to be accompanied with Bank Account Details

Every application shall be required to be accompanied by the bank account details of the

applicant and the magnetic ink character reader code of the bank for the purpose of availing direct

credit of redemption amount and all other amounts payable to the Debenture Holders through

EFT/RTGS.

(p) Succession

In the event of winding-up of the holder of the Debentures, the Issuer will recognize the executor

or administrator of the concerned Debenture Holders, or the other legal representative as having

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title to the Debentures. The Issuer shall not be bound to recognize such executor or administrator

or other legal representative as having title to the Debenture(s), unless such executor or

administrator obtains probate or letter of administration or other legal representation, as the case

may be, from a court in India having jurisdiction over the matter.

The Issuer may, in its absolute discretion, where it thinks fit, dispense with production of probate

or letter of administration or other legal representation, in order to recognize such holder as being

entitled to the Debenture(s) standing in the name of the concerned Debenture Holder on

production of sufficient documentary proof and/or an indemnity.

(q) Mode of Payment

All payments must be made through cheque(s)/ draft(s)/ NEFT, Swift transfer or any other means

available in the banking channel as applicable.

(r) Effect of Holidays

In case any due date for payment of coupon falls on a day which is not a Business Day, the

payment of such coupon shall be made on an immediately succeeding Business Day. In case the

maturity date falls on a day which is not a Business Day, the redemption proceeds shall be paid

on immediately preceding Business Day.

(s) Letters of Allotment

The letter of allotment, indicating allotment of the NCDs, will be issued on the Deemed Date of

Allotment and the Debentures shall be credited in dematerialised form on the Deemed Date of

Allotment. NCDs will be first issued in physical form for the purposes of payment of stamp duty

and once stamp duty is paid thereon, the dematerialised credit shall occur.

(t) Deemed Date of Allotment

All the benefits under the NCDs will accrue to the Debenture Holders from the specified Deemed

Date of Allotment. The Deemed Date of Allotment for Debentures is August 1, 2014 or the actual

date of allotment by which date the Debenture Holders would be intimated of allotment.

(u) Refunds

For applicants whose applications have been rejected or allotted in part, refund orders will be

dispatched within 7 (seven) Business Days from the Deemed Date of Allotment of the

Debentures.

In case the Issuer has received money from applicants for NCDs in excess of the aggregate of the

application money relating to the NCDs in respect of which allotments have been made, the R&T

Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys

to the extent of such excess, if any.

(v) Pan

Every applicant should mention its PAN allotted under Income Tax Act, 1961, on the Application

Form and attach a self attested copy as evidence. Application forms without PAN will be

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considered incomplete and are liable to be rejected.

(w) Payment on Redemption

Payment on redemption of the Debentures in accordance with the DTD, towards repayment of the

Redemption Amounts of the NCDs shall be made by way of drafts/cheque(s)/redemption

warrant(s)/ demand draft(s)/ credit through RTGS system/ funds transfer in the name of the

Debenture Holders whose names appear on the list of beneficial owners given by the Depository

to the Issuer as on the Record Date.

The NCDs shall be taken as legally discharged on payment of the Redemption Amount by the

Issuer on maturity to the Debenture Holders whose name appears in the register of debenture

holders on the Record Date. On such payment being made, the Issuer will inform NSDL and

accordingly the account of the Debenture Holders with NSDL will be adjusted.

(x) Loss of Certificates/ Interest Cheques/ Refund Cheques

Loss of certificates/ interest cheques/ refund cheques should be intimated to the Company along

with request for duplicate issue. The issue of duplicates in this regard shall be governed by

applicable law and any other conditions as may be prescribed by the Company.

DISCLAIMER:

Please note that only those persons to whom this Disclosure Document has been specifically addressed

are eligible to apply. However, an application, even if complete in all respects, is liable to be rejected

without assigning any reason for the same. The list of documents provided above is only indicative, and

an investor is required to provide all those documents/ authorizations/ information, which are likely to be

required by the Issuer. The Issuer 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. Investment by investors

falling in the categories mentioned above are merely indicative and the Issuer does not warrant that they

are permitted to invest as per extant laws, regulations, etc. Each of the above categories of investors is

required to check and comply with extant rules/ regulations/ guidelines, etc. Governing or regulating their

investments as applicable to them and the Issuer is not, in any way, directly or indirectly, responsible for

any statutory or regulatory breaches by any investor, neither is the Issuer required to check or confirm the

same.

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SECTION 5: DECLARATION

The Issuer declares that:

(a) It is hereby declared that this Disclosure Document contains full disclosure in accordance with

the SEBI Debt Listing Regulations and other regulations/ guidelines issued by the SEBI;

(b) Every credit rating obtained shall be periodically reviewed by the Rating Agency and any

revision in the rating shall be promptly disclosed by the Company to the BSE;

(c) Any change in rating shall be promptly disseminated to Debenture Holders in such manner as the

BSE may determine from time to time. All information and reports on the NCD, including

compliance reports filed by the Company and the Debenture Trustee, shall be disseminated to the

Debenture Holders and the general public by placing them at a place reasonably accessible to the

public and the Company shall request the Debenture Trustee to place the same on its website; and

(d) The information contained in this Disclosure Document is as applicable to privately placed debt

securities and subject to information available with the Issuer.

For Tirupati Buildplaza Private Limited

Authorised Signatory

Name: _______________

Date: _______________

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ANNEXURE I: TERM SHEET

1. Security Name Senior, fully secured, rated, redeemable, transferable and interest bearing

non convertible, cumulative debentures.

2. Issuer Tirupati Buildplaza Private Limited.

3. Type and Nature of

Instrument

Senior, fully secured, rated, redeemable, transferable and interest bearing

non convertible, cumulative debentures each of a face value of Rs.

1,00,00,000/- (Rupees One Crore Only).

4. Seniority Senior to all other debt and loan of the Company.

All the Debentures held by the Debenture Holders shall be of the same

class and shall at all times rank pari passu inter se without any

preference or priority amongst themselves. The Redemption Amount of

the Debentures, payable by the Company to the Debenture Holders shall,

as between the Debenture Holders, inter-se, rank pari passu without any

preference or priority whatsoever on account of the date of issue or

allotment or otherwise.

5. Mode of Issue Private Placement.

6. Eligible Investors Only those investors who have been addressed through a communication

directly are eligible to apply. No other person can apply. All investors

are required to comply with the relevant regulations/ guidelines

applicable to them for investing in this issue of the Debentures.

7. Listing (including

name of stock

Exchange(s) where it

will be listed and

timeline for listing)

BSE.

The Company shall make an application for the listing of the Debentures

on the BSE within 2 (two) days from the Deemed Date of Allotment.

The Debentures shall be listed within 15 (fifteen) days of the Deemed

Date of Allotment.

In case the Debentures are not listed within 15 (fifteen) days of the

Deemed Date of Allotment for any reason whatsoever, the Company

shall immediately redeem/ buy back the Debentures in accordance with

the RBI circular "RBI/2011-12/423 A.P. (DIR Series) Circular No. 89"

dated March 1, 2012 and in such an eventuality the Company shall

reimburse such Debenture Holders, the Debenture Subscription Amount

along with the applicable Redemption Amounts.

8. Rating of the

Instrument

The Debentures are rated CRISIL BB/STABLE by CRISIL.

9. Issue Size Rs. 100,00,00,000/- (Rupees One Hundred Crores Only).

10. Principal Amount Rs. 100,00,00,000/- (Rupees One Hundred Crores Only).

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11. Face Value and

Number of the

Debentures

100 (one hundred) Debentures each having a face value of Rs.

1,00,00,000/- (Rupees One Crore Only).

12. Subscription Amount Rs. 100,00,00,000/- (Rupees One Hundred Crores Only).

13. Option to retain

oversubscription

(Amount )

NA.

14. Details of the

utilization of the

proceeds/Objects

The Company shall and the Shareholders and the Guarantors shall cause

the Company, to utilize the Debenture Subscription Amount as mutually

agreed with the Debenture Holders and in the manner set forth herein.

The utilization of the Debenture Subscription Amount shall be primarily

utilized in such manner as may be permitted by the Debenture Holders in

writing ("Purpose").

The Debenture Subscription Amount received by the Company shall be

deposited and kept in the Utilization Escrow Account. Any Debenture

Subscription Amount in the Utilization Escrow Account shall be

released in accordance with the terms and conditions under the

Utilization Escrow Agreement.

The Company shall and the Guarantors and the Shareholders shall cause

the Company to provide to the Debenture Trustee, a certificate from its

statutory auditors, in the format set forth in the DTD, within 30 (thirty)

days of the Deemed Date of Allotment, certifying in writing that the

Debenture Subscription Amount has been utilised strictly for the

Purpose.

15. Coupon Rate The total rate of interest payable by the Company on the Debentures

shall be 20.5% (twenty point five percent) per annum compounded

quarterly ("Interest Rate" or "Interest") and shall accrue from the date

on which the Debenture Subscription Amount is received in the

Utilization Escrow Account and shall be payable in the following

manner:

(i) Periodic Payment: The Company shall pay interest at the rate of

15% (fifteen percent) per annum compounded and payable

quarterly on the Debentures in accordance with the schedule set

out in the DTD;

(ii) At the time of Redemption: The Company shall pay the remaining

interest at the rate of 5.5% (five point five percent) per annum,

compounded quarterly on the Debenture Subscription Amount

(including any interest accrued and payable on any Debentures

which have been prepaid/ redeemed) payable by the Company

from the date on which the Debenture Subscription Amount is

received in the Utilization Escrow Account, on the last payment

for complete redemption of the Debentures and/or on the last

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Redemption Date, at the expiry of the Tenor of the Debentures. An

illustration on the calculation of the said interest of 5.5% (five

point five percent) per annum compounded quarterly from the date

on which the Debenture Subscription Amount is received in the

Utilization Escrow Account is set out in the DTD. It is hereby

clarified that the accrued interest of 5.5% (five point five percent)

per annum (compounded quarterly) on any Debentures prepaid in

accordance with paragraph 49 or redeemed as per the Redemption

Schedule set forth in the DTD, will be paid at the expiry of the

Tenor or on the date the Company redeems all and not less than all

the Debentures and prepays to the Debenture Holders the

Redemption Amount, whichever is earlier.

In the event the Company (a) fails to pay the Interest on the applicable

Interest Due Date, as set out in the DTD; (b) fails to redeem the

Debentures on each Redemption Date in accordance with the DTD and,

or, (c) upon the occurrence of a Default; and, or, an Acceleration

Default; then notwithstanding anything contained herein, the Company

shall be liable to and agrees to pay (whether or not a notice is received

by the Company from the Debenture Trustee and Debenture Holders in

this regard), on the Debentures, a default interest at the rate of 4% (four

percent) per annum compounded quarterly ("Default Interest Rate" or

"Default Interest") over and above the Interest Rate, from the applicable

Interest Due Date, the Redemption Date, the date of the Default Notice

and, or, date of occurrence of the Acceleration Default, as the case

maybe. The Default Interest Rate shall be payable till such time the

Default is not cured by the Company. The interest payable by the

Company on the Debentures shall accordingly be 24.5% (twenty four

point five percent) per annum compounded quarterly for such period for

which the Default and, or, the Acceleration Default persists. This shall,

however be, without prejudice to the other rights, entitlements and

remedies of the Debenture Holders under the Transaction Documents

and under any Law. It is hereby clarified that the Default Interest shall be

payable immediately (and not at that the time of payment of the 5.5%

interest set out in sub paragraph (ii) above).

The Interest and all other charges shall accrue on a day to day basis and

shall be computed on the basis of 365 (three hundred sixty five) days a

year or the actual number of days.

The Company agrees that the Default Interest is reasonable

compensation for the genuine loss likely to be suffered by the Debenture

Holders on account of any Default and, or, Acceleration Default and the

Company shall not dispute or challenge the payment of the same.

The Company acknowledges and agrees that any payments to be made

pursuant to the Default Interest are not in the nature of a penalty but

merely reasonable compensation for the loss that would be suffered, and

therefore, the Company waives all rights to raise any claim or defense

that such payments are in the nature of a penalty and undertakes that it

shall not raise any such claim or defense.

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16. Step Up/Step Down

Coupon Rate

NA.

17. Coupon Payment

Frequency

Quarterly, after an interest payment moratorium period of 6 (six) months

from the Deemed Date of Allotment ("Interest Payment Moratorium

Period"). It is clarified that the Interest will continue to accrue during

the Interest Payment Moratorium Period.

The amount of the Interest to be paid shall be calculated from the date of

receipt of the Debenture Subscription Amount in the Utilization Escrow

Account and shall be compounded quarterly. It is clarified that the

Interest accrued during the Interest Payment Moratorium Period shall

become due and payable by the Company to the Debenture Holders, on

the last date of the month in which such Interest Payment Moratorium

Period expires, along with Interest accrued and payable from the date of

expiry of the Interest Payment Moratorium Period till such last date of

the month.

18. Coupon payment dates The Company shall, and the Guarantors and the Shareholders shall cause

the Company to, pay the Interest on a quarterly basis in accordance with

the payment schedule set forth herein below ("Interest Due Date") after

the expiry of the Interest Payment Moratorium Period, until all and not

less than all the Debentures are redeemed in accordance with the terms

of the DTD. It is clarified that the first Interest Due Date shall be the last

day of the month in which the Interest Payment Moratorium Period

expires and thereafter it shall be the last day of each Quarter.

The indicative schedule for quarterly payment of the Interest on the

respective Interest Due Date is as follows:

Date of Payment Amount (in Rs. Million)

Quarter 1 -

Quarter 2 77

Quarter 3 39

Quarter 4 39

Quarter 5 40

Quarter 6 31

Quarter 7 22

Quarter 8 108

The Debenture Holders and the Debenture Trustee shall be under no

obligation to serve any notice, reminder or intimation to the Company or

Guarantors or the Shareholders or any other Person regarding their

obligation to pay the Interest on the respective Interest Due Dates thereof

and it shall be entirely the Company's responsibility to ensure prompt

and regular payment thereof on the respective Interest Due Dates and in

the manner provided in the DTD.

19. Coupon Type Fixed.

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20. Coupon Reset Process

(including rates,

spread, effective date,

interest rate cap and

floor etc).

NA.

21. Day Count Basis Actual/ Actual.

22. Interest on

Application Money

Interest is payable on the Debenture Subscription Amount in accordance

with the provisions of paragraph 15, 17 and 18.

23. Tenor Subject to the terms contained herein and the DTD, the Debentures shall

have a maximum tenor of 24 (twenty four) months from the Deemed

Date of Allotment ("Tenor").

24. Maturity Date or the

Redemption Date

The Company shall and the Guarantors and the Share holders shall

procure that the Company mandatorily redeems all and not less than all

the Debentures and repay to the Debenture Holders, the Redemption

Amount, on the expiry of the Tenor, in accordance with the terms and

conditions of the DTD.

There shall be a moratorium period of 4 (four) Quarters from the

Deemed Date of Allotment, on the repayment of the Debenture

Subscription Amount and redemption of the Debentures ("Redemption

Moratorium Period").

Post the expiry of the Redemption Moratorium Period, on the last day of

every Quarter, the Company shall proportionately redeem all the

Debentures collectively through reduction in face value of each

Debenture without distinguishing between the Debenture Holders, in

accordance with the schedule (each such date shall hereinafter be

referred to as the "Redemption Date"):

Date of Payment Amount (in Rs. Million)

Quarter 1 -

Quarter 2 -

Quarter 3 -

Quarter 4 -

Quarter 5 250

Quarter 6 250

Quarter 7 250

Quarter 8* 250

* The Redemption Amount payment for Quarter 8 shall be due on the

last date of the Tenor.

** It is hereby clarified that unless redeemed prior to the expiry of the

Tenor, in accordance with the terms and conditions of the Debenture

Trust Deed, the Company shall and the Shareholders and the Guarantors

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shall procure that the Company mandatorily redeems all and not less

than all the Debentures and repays to the Debenture Holders, the

Redemption amount, on the date of the expiry of the Tenor

At the time of the redemption of the Debentures on a Redemption Date,

the Company shall pay the Debenture Holders in accordance with the

priority set forth paragraph 27 herein below and shall pay the unpaid

Interest, the Default Interest (if applicable) and the other Redemption

Amounts, accrued up to such Redemption Date.

25. Refinancing of the

Debentures

The Company and the Corporate Guarantor (in respect to the Project)

shall not be permitted, at any time, to obtain, financing from any

scheduled commercial bank or financial institution or non-banking

financial companies or any Person, for the purposes of redeeming the

Debentures, without the prior written approval of the Debenture Holders.

No amounts repaid/ prepaid by the Company to the Debenture Holders

may be re-borrowed by the Company/ the Guarantors and the

Shareholders under the Transaction Documents. Further, no amounts

repaid/ prepaid by the Corporate Guarantor to the Company may be re-

borrowed by the Corporate Guarantor, in any manner whatsoever.

26. No Prepayment

Except as set forth in paragraph 49, no prepayment or further redemption

of the Debentures shall be made by the Company for the entire Tenor.

27. Re-

payment/Redemption

Terms (Redemption

Date, Redemption

Premium/Discount

etc.)

It is hereby clarified that any amounts paid by the Company to the

Debenture Holders shall be applied in following manner and order of

priority:

(i) firstly, towards the payment of the Interest, and, or, the Default

Interest as applicable, in accordance with the DTD; and

(ii) only upon the full and complete payment of the Interest and, or, the

Default Interest, as applicable, the amounts paid by the Company

shall be applied towards payment of the Redemption Amount due

and payable in accordance with the DTD.

Any payment of the Redemption Amounts and other amounts, as

required under the provisions of the DTD, shall be made to the registered

Debenture Holders as provided in the Register of the Beneficial Owners

as on the Record Date. Such payments shall be made by RTGS/ wire

transfer to the Debentures Holders.

28. Issue Price At par.

29. Discount at which

security is issued and

the effective yield as a

result of such discount

NA.

30. Put option Date The Debenture Holders have right but not the obligation to exercise the

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Put Option, on the occurrence of an Event of Default, as set forth in

paragraph 54 herein below.

31. Put option Price Please refer to paragraph 54 herein below.

32. Call Option Date NA.

33. Call Option Price NA.

34. Put Notification Time NA.

35. Call Notification Time NA.

36. Minimum Application

and in multiples of

Debt securities

thereafter

Lots of Rs. 1,00,00,000/- (Rupees One Crore Only).

Additionally, the Debentures shall not be allotted to more than 49 (Forty

Nine) applicants.

37. Issue Timing

(i) Issue Opening Date: July 28, 2014

(ii) Issue Closing Date: July 31, 2014

(iii) Deemed Date of Allotment: August 1, 2014

38. Other Interest

Payments

In the event of any delay in listing of the Debentures beyond 15 (fifteen)

days from the Deemed Date of Allotment, the Company shall and the

Guarantors and the Shareholders shall cause the Company to pay a

listing default interest at the rate of the Default Interest Rate (viz. 4%

(four percent) per annum compounded quarterly) to the Debenture

Holders in addition to the Interest (viz. 20.5% (twenty point five percent)

per annum compounded quarterly). It is hereby clarified that such listing

Default Interest at the rate of 24.5% (twenty four point five percent) per

annum compounded quarterly shall be payable from the date of expiry of

15 (fifteen) days from the Deemed Date of Allotment till the listing of

the Debentures or until the redemption of all and not less than all the

Debentures by payment of the Debenture Subscription Amount along

with the Redemption Amounts, as applicable.

39. Special Rights of the

Debenture Holders

The Debenture Holders shall inter alia have the following special rights

and as more specifically set forth in the Debenture Trust Deed:

A. Appointment of the Directors:

(i) The maximum number of Directors on the Board shall be 4

(four) Directors. The Debenture Holders shall be entitled to

appoint 1 (one) nominee on the Board of Directors

("Debenture Holders Director"). The Person nominated by

the Debenture Holders shall be immediately appointed on

the Board of Directors of the Company without any delay,

demur or interference, by the Company, the Guarantors or

the Shareholders.

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(ii) In case of occurrence of an Event of Default, the Debenture

Holders shall be entitled to appoint all of the Directors on

the Board and all of the existing Directors on the Board of

the Company shall automatically resign. Upon the

occurrence of an Event of Default, any Persons nominated

by the Debenture Holders shall be immediately appointed on

the Board of Directors of the Company without any delay,

demur or interference, by the Company the Guarantors and

the Shareholders. The Company, the Guarantors and the

Shareholders agree, acknowledge and undertake to all

necessary steps, actions and deeds for the appointment of

Directors by the Debenture Holders. Further, upon

occurrence of an Event of Default, the Debenture Trustee

shall also have the right to appoint a Director as its nominee

to the Board of Directors, in accordance with the Trustee

Regulations and the Act.

B. Proceedings of the Board.

The proceedings of the Board shall be held in accordance with the

provisions of the Act.

C. Removal of Directors.

Except where a Director is required by Law to vacate office, no

Debenture Holders Director shall be removed during the term for

which such Debenture Holders Director was elected without the

consent of the Majority Debenture Holders. Notwithstanding the

foregoing, the Majority Debenture Holders may ask for removal,

substitution or recall for any reason, of any of the Debenture

Holders Directors and such Debenture Holders Director shall be

bound by the direction of removal, substitution or recall. A

Debenture Holders Director shall be removed from the Board of

the Company only upon the request of the Majority Debenture

Holders, and not otherwise. The Guarantors, the Shareholders and

the Company shall cooperate with the Debenture Holders in

convening a meeting of the shareholders of the Company to effect

such removal and to vote in favour thereof, if so required.

D. Books and Records.

The Company and the Corporate Guarantor shall at all times

maintain proper books of account and records, which shall contain

accurate and complete records of all transactions, receipts,

expenses, assets and liabilities of the Company and, or, the

Corporate Guarantor. Such books and records shall be open for

inspection by the Debenture Holders and the Debenture Trustee.

E. Inspection and Information.

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The Debenture Holders (through its authorised representatives)

shall be entitled to visit, after giving prior notice of 2 (two) days, at

all reasonable times, offices of the Company and the Corporate

Guarantor as well as the site of the Project and to examine any

books, papers or records of or relating to the Company or the

Project, including reports, studies, plans and other papers, forming

part of the Project and to make copies, extracts and memoranda of

any such books, papers or records and the Company, the

Shareholders and the Corporate Guarantor shall provide full co-

operation assistance and access to the Company's/ Corporate

Guarantor's records and premises for this purpose. The Debenture

Holders shall have access to all information with the Company and

the Corporate Guarantor in relation to the Project.

F. Right to Consult Management.

The Debenture Holders shall have the right:

(i) To be kept informed, to consult with the management of the

Company and the Corporate Guarantor with regard to any

material developments or significant business issues

affecting the Project and the Company's financial position or

prospects and to meet regularly with the management of the

Company during each year for such consultation and advice;

and

(ii) To discuss business operations, properties and the financial

or other condition of the Project and the Company with its

executives and Directors.

G. External Consultants

The Debenture Holders shall have the right to appoint, external

consultants, experts or agencies, at the cost of the Company for the

purposes of undertaking inspection of the Project, the Company

and the Corporate Guarantor from time to time and in their sole

and absolute discretion, including to have any such consultant to

accompany the Debenture Holders for any visit or independently

carry out the rights stated herein above.

H. Minutes.

The minutes of each meeting of the Board of the Company shall be

prepared and be circulated to each director for their respective

approval and shall be finalized only upon written approval of the

Debenture Holders Director. Upon request by the Debenture

Holders Director, the Company shall provide the copy of the

minutes to the Debenture Holders. The Guarantors shall provide

the Debenture Holders with the minutes of each meeting of the

board of directors/ shareholders of the Corporate Guarantor in

which the Project was discussed.

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I. Reserved Matters.

(i) Notwithstanding anything to the contrary, none of the

matters listed in the DTD as reserved matters (each a

"Reserved Matter"), shall be taken-up, decided, acted upon

or implemented by the Company; nor any of the Reserved

Matter placed for a vote thereon at a shareholders meeting of

the Company/ Corporate Guarantor; nor any decision shall

be taken by the shareholders or Board or any committee of

the Board/ Corporate Guarantor on such Reserved Matter;

nor the Company be bound/ committed to any resolutions/

transactions pertaining to the Reserved Matter, unless the

Reserved Matter has been first approved in affirmative in

writing by the Debenture Trustee. Notwithstanding anything

to the contrary contained, each Reserved Matter shall be first

brought before, taken-up and decided at a meeting of the

Board of the Company/ Corporate Guarantor and affirmative

approval of the Debenture Trustee shall be obtained in

writing, prior to such matter being taken up or decided at the

Shareholders or otherwise proposed to be implemented or

acted upon any other matter.

(ii) In the event of any dispute or disagreement between the

Company, the Guarantors and the Shareholders on one hand

and the Debenture Trustee/ Debenture Holders on the other,

with respect to whether a matter is a Reserved Matter or not,

the Company/ Corporate Guarantor shall not take any action

and, or, implement any such disputed Reserved Matter,

unless the dispute has been resolved between the said

parties, whether such a disputed matter is a Reserved Matter

in terms of the DTD.

J. Bank Accounts and Signatories.

The Company shall only have such number of bank accounts as

agreed between the Debenture Trustee and the Company. The

Corporate Guarantor shall only have such number of bank

accounts in respect of the Project as agreed between the Debenture

Trustee and the Corporate Guarantor. The Company shall and the

Shareholders and the Guarantors shall cause the Company to

promptly inform the Debenture Trustee in writing of any change in

the details of the persons appointed as nominees/ designees (along

with their specimen signatures) on the bank account of the

Company. The Guarantors shall promptly inform the Debenture

Trustee in writing of any change in the details of the persons

appointed as nominees/ designees (along with their specimen

signatures) on the bank account of the Corporate Guarantor.

The Company, the Shareholders and the Guarantors agree,

acknowledge and undertake that the Debenture Holders shall be

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entitled to exercise the same rights and privileges as set out in this

Paragraph 39 including but not limited to appointment of directors,

management rights, affirmative vote for Reserved Matters in

relation to any subsidiaries of the Company.

K. Directors Expenses and Remuneration of Directors.

All travel, accommodation and incidental expenses of all the

Directors incurred inside and outside India for attending any

meeting of the Board (including expenses incurred in travelling to

and from India) shall be borne by the Company. Each of the

Debenture Holder Directors shall be paid by the Company sitting

fees of Rs. 20,000/- (Rupees Twenty Thousand Only) per meeting,

attended by such Debenture Holder Director.

L. Indemnification of Directors.

The Company shall, with effect from the Deemed Date of

Allotment, indemnify the Directors to the maximum extent

permissible under Law, including against:

(i) Any act, omission or conduct of or by the Company, or their

employees or agents as a result of which, in whole or in part,

any Director is made a party to, or otherwise incurs any loss

pursuant to, any action, suit, claim or proceeding arising out

of or relating to any such conduct; or

(ii) Any action or failure to act undertaken by a Director at the

request of or with the consent of the Company; or

(iii) Contravention of any Law including, without limiting the

generality of the foregoing, the laws relating to provident

fund, gratuity, labour, environment and pollution; and any

action or proceedings taken against a Director in connection

with any such contravention or alleged contravention.

M. Officer in Default.

The Debenture Holders Directors shall not be identified as 'officers

in default' of the Company.

N. The Debenture Holders shall be entitled to exercise the same rights

and privileges as set out in this Paragraph 39 including but not

limited to appointment of directors, management rights, and

affirmative vote for Reserved Matters in relation to any

subsidiaries of the Company.

40. Representations and

Warranties

The representations and warranties of the Company, the Guarantors and

the Shareholders shall be provided for in the Debenture Trust Deed.

41. Issuance mode of the Demat mode only.

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Instrument

42.

Trading mode of the

Instrument

Demat mode only.

43. Settlement mode of the

Instrument

Payments to the Debenture Holders shall be made by way of direct credit

through ECS/ RTGS, NEFT, Swift transfer or any other means available

in the banking channel as applicable and where such facilities are not

available, the Company shall make payment of all amounts by way of

cheques/ demand drafts.

44. Debenture Trustee IDBI Trusteeship Services Limited.

45.

Depository National Security Depository Limited (NSDL).

46. Business Day

Convention

All days (excluding Saturdays and Sundays) on which banks generally

are open for business in New Delhi, India and Singapore.

47. Record Date The date falling 3 (three) Business Days prior to the date on which any

payments are required to be made to the Debenture Holders, in

accordance with the terms of the Debenture Trust Deed.

48. Security (where

applicable) (Including

description, type of

security, type of

charge, likely date of

creation of security,

minimum security

cover, evaluation,

replacement of

security)

The performance of the terms and conditions of the Transaction

Documents by the Guarantors and the Shareholders and the Company

including the redemption of the Debentures and the repayment of the

Redemption Amounts shall be secured by the creation of the following

Security Interest on or prior to the Deemed Date of Allotment as detailed

in the Transaction Documents, in favour of the Debenture Trustee for the

benefit of the Debenture Holders:

(i) First ranking and exclusive equitable mortgage on the Project Land

pursuant to the Memorandum of Entry and the Declaration cum

Undertaking;

(ii) First ranking and exclusive charge by way of hypothecation on the

Hypothecated Assets, pursuant to the Deed of Hypothecation along

with the escrow of the Project Receivables under the Escrow

Agreement;

(iii) First ranking and exclusive pledge on 100% (one hundred percent)

shareholding of the Shareholders in the Company in accordance

with the Share Pledge Agreement;

(iv) The Personal Guarantee of the Personal Guarantor;

(v) The Corporate Guarantee of the Corporate Guarantor; and

(vi) First ranking and exclusive charge by way of hypothecation on the

Guarantor Hypothecated Assets pursuant to the Guarantor Deed of

Hypothecation along with the escrow of the Guarantor Project

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Receivables under the Guarantor Escrow Agreement;

The Security Interests referred to in (i) to (vi) above are collectively

referred to as the "Security".

The Security created under the Transaction Documents in favour of the

Debenture Trustee is for the benefit of the Debenture Holders to secure

the due payment and discharge in full of the Debenture Subscription

Amount and any other Redemption Amounts due and payable under the

DTD and the Transaction Documents and in order to secure the

performance by the Shareholders/ the Guarantors and the Company of

their obligations under the Transaction Documents.

All the Security Documents (unless waived by the Debenture Holders in

writing) shall have been duly executed and registered, if applicable

(other than the Memorandum of Entry and the Declaration cum

Undertaking) in accordance with applicable Laws prior to the Deemed

Date of Allotment. Within 5 (five) days from the Deemed Date of

Allotment, the mortgage and encumbrance on the Project Land pursuant

to the Memorandum of Entry and the Declaration cum Undertaking shall

have been recorded in the revenue records/ Sub-Registrar's Office, as

applicable and the Security (as may be stipulated by the Debenture

Holders) shall be duly perfected in favour of the Debenture Trustee, to

the satisfaction of the Debenture Holders and a copy of the duly

registered Memorandum of Entry shall be delivered to the Debenture

Holders within 15 (fifteen) days from the Deemed Date of Allotment.

The Security Interest created under the Security Documents shall be a

continuing security and shall remain in full force and effect till such time

the Redemption Amounts have been fully paid and the Debentures have

been redeemed to the complete satisfaction of the Debenture Trustee,

notwithstanding the insolvency or liquidation or incapacity or change in

constitution or status of the Company, the Guarantors, the Shareholders

or any other Person.

All the terms and conditions relating to release of the Security Interest

shall be governed as per the terms and conditions provided in the

relevant Security Documents.

The Company, the Shareholders and the Guarantors shall make good and

marketable title to the Project Land comprised in the Security to the

satisfaction of the Majority Debenture Holders and the Debenture

Trustee and comply with all such formalities as may be necessary or

required for the said purpose and to perfect the Security.

The Security shall be created and perfected by the Company, the

Shareholders and the Guarantors in favour of the Debenture Trustee

under the Security Documents and shall be held by the Debenture

Trustee in trust and for the benefit of the Debenture Holders. Further,

such Security shall be created in a form and manner satisfactory to the

Debenture Holders and the Debenture Trustee. The Shareholders, the

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Company and the Guarantors shall do everything necessary in the

judgment of the Debenture Holders to, (i) create, perfect and maintain

the Security in terms of this Paragraph 48 in full force and effect at all

times, and (ii) preserve and protect the Security and protect and enforce

its right and title and the rights and title of the Debenture Holders, to the

Security.

The Company, the Guarantors and the Shareholders shall not sell,

encumber or in any way cause the disposal of the Security or any part

thereof, without the Debenture Holders Approval. Further, the Security

created under the Transaction Documents shall continue until the

Redemption Amounts are paid by the Company to the Debenture

Holders in full, to the satisfaction of all the Debenture Holders. It is

hereby clarified that, the approval in writing of the Debenture Trustee

will be required for creation of charge by the apartment/ flat buyers on

the apartments/ flats in the Project, in favour of lenders/ banks, from

whom such apartment/ flat buyers have obtained a home loan.

The Company, the Guarantors and the Shareholders hereby, jointly and

severally, confirm that during the subsistence of the Security created in

favour of the Debenture Trustee, for the benefit of the Debenture

Holders, they shall not do or cause and, or, suffer to be done or be party

or privy to any act, deed, matter or thing which may, in any manner

prejudicially affect the Security and the rights created in favour of the

Debenture Trustee acting for and on behalf of and for the benefit of the

Debenture Holders.

The Company and the Guarantors shall at all times maintain a minimum

asset cover of 100% (one hundred percent) as required under the Debt

Regulations. The Shareholders shall at all times maintain pledge over its

100% (one hundred percent) shareholding in the Company in accordance

with the Share Pledge Agreement.

The security interest created on the Project Land shall be free and remain

from all encumbrances, except the charge created by the apartment/ flat

buyers on the apartments/ flats in the Project after obtaining the prior

written approval of the Debenture Trustee, in favour of lenders/ banks,

from whom such apartment/ flat buyers have obtained a home loan.

Any enforcement, sale, assignment, conveyance or other transfer of any

Security or properties comprised therein, by the Debenture Trustee or

any of the rights, title, interest in any part of the properties comprised in

the Security shall bind the Company and the Guarantors and the

Shareholders (as applicable).

Prior to entering into the Transaction Documents, the company has

obtained a valuation report from DTZ to ascertain the value of the

Project and has provided the Debenture Trustee with such report.

Further, the Company shall engage a third party consultant to determine

the valuation of the Security from time to time, as and when required by

the Debenture Trustee in its sole and absolute discretion. The Company,

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the Guarantors and the Shareholders shall extend all necessary

cooperation and information required for such valuation exercise. The

costs and expenses for such valuation of the Security by third party

consultants shall be borne by the Company.

49. Escrow Mechanism

The Company, the Shareholders and the Guarantors agree and undertake

that the Project Receivable and the Guarantor Project Receivables are

hypothecated and charged in favour of the Debenture Holders, through

Debenture Trustee, in accordance with the relevant Deed of

Hypothecation and Escrow Agreements; and therefore any utilization of

any amounts of the Project Receivable and the Guarantor Project

Receivables shall be made strictly in accordance with the terms thereof.

Guarantor Escrow Mechanism.

The Company, the Shareholders and the Guarantors agree and undertake

that all receipts from the Project including the Guarantor Project

Receivables shall be initially deposited in the Guarantor Escrow

Account.

(i) The Guarantor Escrow Agent shall transfer automatically at the

end of each Quarter (except as specified in sub clause (a) below, in

which case the amounts mentioned therein shall be transferred

immediately on credit of the Guarantor Escrow Account), the

amounts standing to the credit of the Guarantor Escrow Account in

the following manner and priority, as more specifically provided in

the Guarantor Escrow Agreement:

(a) Firstly, the monies shall be utilized towards payment of

amount equivalent to 35% (thirty five percent) of the total

receivables from the Project (excluding any service tax and

EDC/IDC paid to the relevant Governmental Authority in

relation to the Project) which is the share of the Company in

accordance with the terms of the Collaboration Agreement,

which shall be paid to the Company in its Escrow Account

immediately on receipt of such receivables in the Guarantor

Escrow Account;

(b) Secondly, 30% (thirty percent) of the monies in the

Guarantor Escrow Account shall be permitted to be

withdrawn by the Corporate Guarantor at the end of each

Quarter towards the costs and expenses of the Construction

of the Project including any statutory payments. Any cost

and expenses for the Construction of the Project in excess of

the amounts withdrawn from the Guarantor Escrow Account

in the manner set forth herein above, shall be borne by the

Guarantors. The Guarantors and the Company have

informed the Debenture Holders that the payments received

from the customers of the units of the Project include

proportionate payments for EDC/IDC and service tax.

Accordingly, the Company and the Guarantors shall inform

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the Debenture Holders of the balance payments required to

be made for the EDC/IDC and, or, service tax through

written notice and the Debenture Holders shall accordingly

instruct the Guarantor Escrow Agent to release such amounts

from the Guarantor Escrow Account in the Quarter

succeeding the Quarter in which such notice was received,

provided that there are no surplus amounts lying in the

Construction Account of the Corporate Guarantor for the

Project;

(c) Thirdly, the monies shall be utilized towards payment of the

interest of 20.5% (twenty point five percent) per annum

compounded quarterly due and payable by the Corporate

Guarantor to the Company for any loan given by the

Company to the Corporate Guarantor and repayment of such

loan, if any;

(d) Fourthly, if the amount in the Escrow Account of the

Company is less than the Debt Service Reserve Amount or

the Debt Service Reserve Amount has been used to make

any payments to the Debenture Holders, then towards

replenishing and maintaining the Debt Service Reserve

Amount; and

(e) Lastly, the remaining amounts from the Guarantor Escrow

Account shall be transferred to the Escrow Account of the

Company unless the Debenture Holders permit utilization in

any other manner.

(ii) Notwithstanding anything contained herein, in case of an Event

of Default, the Guarantor Escrow Agent, shall act in accordance

with the instruction of the Debentures Holders, as contemplated

in paragraph 53 and 54 below and disallow any withdrawals

from the Guarantor Escrow Account by the Guarantors, the

Shareholders and the Company.

Escrow Mechanism.

(i) The Escrow Agent shall automatically at the end of each Quarter,

transfer the amounts standing to the credit of the Escrow Account

in the following manner and priority, as more specifically provided

in the Escrow Agreement:

(a) Firstly, if the amount in the Escrow Account is less than the

Debt Service Reserve Amount or the Debt Service Reserve

Amount has been used to make any payments to the

Debenture Holders, then towards replenishing and

maintaining the Debt Service Reserve Amount as per the

Redemption Schedule. The notice of any change in the Debt

Service Reserve Amount vis-à-vis the Redemption Schedule

(as set forth in the Debenture Trust Deed) shall be given in

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writing by the Debenture Trustee to the Escrow Agent;

(b) Secondly, the monies shall be utilized towards payment of

the Interest and the Default Interest (if any) due and payable

by the Company on the Interest Due Date in accordance with

the schedule set forth at paragraph 18; which shall be

credited in the Debenture Holders' account on each Interest

Due Date;

(c) Thirdly, the monies shall be utilized towards the redemption

of the Debentures by the Company on the Redemption Date

in accordance with the schedule set forth at paragraph 24;

which shall be credited in the Debenture Holders' account on

each Redemption Date;

(d) Fourthly, the monies in the Escrow Account shall be utilized

towards payment of statutory dues of the Company such as

income tax etc. which are in respect to the period subsequent

to the Deemed Date of Allotment. The Company shall

inform the Debenture Holders details of the statutory dues

payable by the Company through written notice and subject

to verification and confirmation by the Debenture Holders,

the Debenture Holders shall accordingly instruct the Escrow

Agent to release such amounts from the Escrow Account in

the Quarter succeeding the Quarter in which such notice was

received; and

(e) Lastly, the remaining amounts from the Escrow Account

may, at the sole and absolute discretion of the Debenture

Holders and with the Debenture Holder Approval, be utilized

for the premature redemption of the Debentures, as permitted

by the Debenture Holders. It is clarified that the Debenture

Holders shall have the option to assess premature

redemption of the Debentures on the last date of each month.

It is further clarified that the prepayment of the Debentures

shall only be permitted to be made in the multiples of Rs.

2,50,00,000/- (Rupees Two Crores Fifty Lakhs Only) on a

monthly basis. In the event the Debenture Holders decide

against the premature redemption of the Debentures, then the

Debenture Holders may permit utilization of the amounts in

the Escrow Account in any other manner, at their sole and

absolute discretion. Any redemption of Debentures by the

Company, in accordance with this paragraph, shall be

proportionate redemption of all the Debentures together

through reduction in face value of each Debenture.

(ii) The Company/ the Guarantors shall and the Shareholders shall

cause the Company to at all times maintain the Debt Service

Reserve Amounts in the Escrow Account.

(iii) The Debt Service Reserve Amounts shall be invested into liquid

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and, or, debt funds or bank fixed deposits as approved by the

Debenture Holders from time to time. Any excess amounts

available in the Escrow Account which are not withdrawn by the

Debenture Holders, as set forth in above paragraph 49(i)(d), shall

be invested into liquid and, or, debt funds or bank fixed deposits as

approved by the Debenture Holders from time to time.

(iv) Notwithstanding anything contained herein, if on any Interest Due

Date or the Redemption Date or the date of expiry of the Tenor, the

balance in the Escrow Account is insufficient to enable the Escrow

Agent to make the payments in accordance with paragraph 49(i)

(b) and (c) above, then the Debt Service Reserve Amount shall be

used to make the payment.

(v) Notwithstanding anything contained herein, in case of an Event of

Default, the Escrow Agent, shall act in accordance with the

instruction of the Debentures Holders, as contemplated in

Paragraph 53 and 54 below and disallow any withdrawals from the

Escrow Account by the Shareholders and the Guarantors and the

Company.

50. Transaction

Documents

Collectively mean the (i) the Debenture Trust Deed; (ii) the Disclosure

Document; (iii) the Utilization Escrow Agreement; (iv) each of the

Security Documents; (v) the loan agreement of even date executed

between the Company, the Corporate Guarantor and the Debgenture

Trustee; (vi) the Supertech Escrow Agreement of even date executed

between the Guarantors, the Company, the Supertech Escrow Agent and

the Debenture Trustee; and (vii) any other document designated by the

Majority Debenture Holders and the Company as a Transaction

Document

51. Offer Obligations of

the Company

Notwithstanding any other provision hereof, the Company shall, and the

Guarantors and the Shareholders shall cause the Company, upon

fulfilment of the following compliances and obligations, to make the

offer in terms of this Disclosure Document for disbursement of the

Debenture Subscription Amount by the Debenture Holders for

subscription to the Debentures ("Offer Obligations"):

(i) Pre-allotment deliverables: The Company shall and the Guarantors

and the Shareholders shall cause the Company to deliver to the

prospective subscribers to the Debentures all board and

shareholders resolution of the Company, Corporate Guarantor and

GPL, financial statements, net worth certificate, no encumbrance

certificate, certificate from statutory auditor and such other

certificates as agreed between the Parties;

(ii) Execution of the Transaction Documents: All the Transaction

Documents shall have been duly executed by the Guarantors,

Shareholders and the Company (as duly authorized by the Board of

Directors);

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(iii) Escrow Accounts: The Escrow Account and the Guarantor Escrow

Account and the Utilization Escrow Account required to be opened

in terms of the Escrow Agreement and the Guarantor Escrow

Agreement and the Utilization Escrow Agreement respectively,

shall have been opened by the Company and the Corporate

Guarantor (as applicable)

(iv) Amendment to the Collaboration Agreement: The Company and

the Corporate Guarantor shall have executed an amended and

revised Collaboration Agreement to incorporate the provisions

which shall become applicable and enforceable upon the

occurrence of an Event of Default;

(v) Termination of Escrow Agreement: Since the Shareholders,

Guarantors, the Company and the Debenture Trustee will be

entering into new escrow arrangements and will be executing the

Project Escrow Agreement and the Guarantor Escrow Agreement

in relation to the Project Receivables and the Guarantor Project

Receivables, the escrow agreement dated April 13, 2012 executed

between the Company and the Corporate Guarantor shall be

terminated;

(vi) Execution and Registration of the Security Documents: All the

Security Documents (unless waived by the Debenture

Holders in writing) shall have been duly executed and

registered, if applicable (other than the Memorandum of

Entry and the Declaration cum Undertaking) in accordance

with applicable Laws prior to the Deemed Date of Allotment.

Within a period of 5 (five) days from the Deemed Date of

Allotment, the mortgage and Encumbrance on the Project

Land pursuant to the Memorandum of Entry and the

Declaration cum Undertaking shall have been recorded in the

revenue records/ Sub-Registrar’s office, as applicable and the

Security (as may be stipulated by the Debenture Holders)

shall be duly perfected in favour of the Debenture Trustee, to

the satisfaction of the Debenture Holders and a copy of the

duly registered Memorandum of Entry shall be delivered to

the Debenture Holders within 15 (fifteen) Deemed Date of

Allotment;

(vii) In Principle Approval: The Company shall have obtained the in

principle approval of the BSE for the listing of the Debentures. The

Company shall have made all requisite filings to seek listing of the

Debentures on the BSE, in accordance with the provisions of the

Debt Regulations and as per the terms and conditions set forth in

the Disclosure Document;

(viii) Amendment of Articles of Association: The Board and the

Shareholders of the Company shall have approved the amended

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draft of the Articles of Association incorporating the relevant

provisions of the Transaction Documents;

(ix) Authorisations: The Company, the Shareholders and the Corporate

Guarantor shall provide to the prospective subscribers to the

Debenture with the certified true copies of lists of their respective

authorized signatories, with their specimen signatures attested by

the Shareholders and the Personal Guarantor;

(x) Statement of the Project Receivables and Guarantor Project

Receivables: The Company and the Corporate Guarantor shall

provide to the prospective subscribers to the Debenture with

certified true copies of bank statements of the Company and the

Corporate Guarantor and other statement of account regarding

sales in the Project and amount received from the customers in the

Project; and

(xiii) Existing Customers: The Corporate Guarantor shall provide to the

prospective subscribers to the Debenture with details of all existing

customers/ flat buyers/ allottees of the Project executed by the

Company/ Corporate Guarantor.

It is clarified that the prospective subscribers to the Debentures shall not

be under any obligation to disburse the Debenture Subscription Amount

for subscription to the Debentures till such Offer Obligations have not

been completed and fulfilled.

52. Conditions

Subsequent to

Disbursement

Within 5 (five) days from the date of the Deemed Date of Allotment, the

Guarantors shall and the Company shall ensure that the Guarantors shall:

(i) seek release of the margins kept aside for the Bank Guarantees

bearing nos. 018911IFG000024 and 0189111IFG000023 issued

by Allahabad Bank on behalf of the Company to the DTCP

("Bank Guarantees") and such that the Company shall have no

charge on any of its assets/ the Project Land. The Company shall

also obtain an NOC from the Allahabad Bank evidencing release

of all charges and security and no dues from the Company in

relation to such Bank Guarantees and shall provide the certified

copy of the same to the Debenture Holders;

(ii) record in the revenue records/ Sub-Registrar's Office, as

applicable the Memorandum of Entry and the Declaration cum

Undertaking for creation of mortgage on the Project Land in

favour of the Debenture Trustee and the same shall be duly

perfected in favour of the Debenture Trustee, to the satisfaction

of the Debenture Holders; and

(iii) pay an amount of Rs.2,35,26,700/- (Rupees Two Crores Thirty

Five Lakhs Twenty Six Thousand Seven Hundred Only) to the

DTCP towards outstanding EDC/EDC payments in respect to

the Project and provide certified true copies of the payment

challans to the Debenture Holders. Further, within 90 (ninety)

days from the Deemed Date of Allotment the Guarantors shall

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and the Company shall cause the Guarantors to pay an amount

of Rs.6,64,73,300/- (Rupees Six Crores Sixty Four Lakhs

Seventy Three Thousand Three Hundred Only) to the DTCP

towards the balance outstanding EDC/EDC payments in respect

to the Project and provide certified true copies of the payment

challans to the Debenture Holders.

On the Deemed Date of Allotment, the Company, shall and the

Shareholders and Guarantors shall cause the Company to deliver to the

Subscriber, a certified true copy of the e-Form DIR-12 of the Companies

(Central Government's) General Rules & Forms duly filed with the ROC

along with the payment challan.

Within 15 (fifteen) days of the Deemed Date of Allotment, the Company

shall and the Guarantors and the Shareholders shall cause the Company

to deliver to the Debenture Holders, a certified true copy of the PAS 3, e

Form CHG-1, e-Form CHG-9, e-Form CHG-4 and e-Form DIR-12 of

the Companies (Central Government's) General Rules & Forms duly

filed with the ROC along with the payment challan.

On the Deemed Date of Allotment, the Board and the Shareholders of

the Company shall approve and adopt the amended draft of the Articles

of Association incorporating the relevant provisions of the Transaction

Documents, in a form and manner acceptable to the Debenture Holders

and the Company shall make the necessary filings with the ROC. The

Company shall provide the Debenture Holders with a certified true copy

of the Board and Shareholders resolutions and filings made with and

payment challan issued by the concerned ROC pertaining to the

amendment and adoption of the revised Articles of Association.

The Guarantors and the Company shall on the Deemed Date of

Allotment or on such other date as decided by the Debenture Holders

pay the stamp duties on and register each of the Transaction Documents,

in accordance with the applicable laws.

Within 30 (thirty) days from the Deemed Date of Allotment, the

Personal Guarantor shall provide his net worth certificate dated March

31, 2014 to the Subscriber and the Debenture Holder.

53. Events of Default

A. Financial Default.

Occurrence of one or more of the following events shall constitute

a "Financial Default":

(i) Default is committed in payment of the Interest and, or, the

Default Interest, as the case maybe, on any Interest Due Date

in accordance with the DTD;

(ii) Default is committed in the redemption of the Debenture in

accordance with terms of the DTD;

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(iii) If any amount paid under the Transaction Documents

(including payment of Interest and the Redemption Amount

on a Redemption Date) cannot be remitted and is not paid at

the place and in the currency in which it is expressed to be

payable;

(iv) Failure to redeem all and not less than all the Debentures on

the expiry of the Tenor by payment of the Redemption

Amounts, in accordance with the DTD; and, or,

(v) Any non payment of the Redemption Amounts in

accordance with the terms of the DTD.

B. DSRA Default.

Any shortfall in the Debt Service Reserve Amount in the Escrow

Account shall constitute a "DSRA Default".

C. Other Defaults.


"Other Defaults

(i) Any default or breach by any of the Company, the

Guarantors and, or, the Shareholders of any material

provisions of any of the DTD and, or, any Transaction

Documents; and, or,

(ii) Failure by the Guarantor, the Company and, or, the

Shareholders to comply with the listing requirements in

respect of the Debentures; and, or,

(iii) If in the opinion of the Debenture Trustee the Security

created in favour of the Debenture Trustee is in jeopardy/

impaired; and, or,

(iv) Non-payment of all taxes of any nature whatsoever in

respect of the Company including but not limited to service

taxes, value added taxes, surcharges and levies payable by

the Company/ Corporate Guarantor under any taxation laws

in India including without limitation the Income Tax Act, the

Finance Act, 1994 and other applicable laws, rules and

regulation, as amended from time to time, and all liabilities,

stamp duties, penalties and fines that may be imposed on the

Company under the Indian Stamp Act, 1899 or any other

state specific stamp duty legislations, (a) owing to or as a

result of or arising out of any agreements, arrangements,

actions or deeds of the Guarantor and the Company for a

period prior to the Deemed Date of Allotment, including

without limitation in relation to the Collaboration

Agreement; or (b) pertaining to, incidental to any disclosed

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or undisclosed liability of the Company whether or not due

or payable, which exists prior to the Deemed Date of

Allotment. It is clarified that all such taxes/ levies which

become due and payable prior to the Deemed Date of

Allotment shall be payable by the Guarantors/ Shareholders

from their own resources, without any recourse to the

Company.

D. Acceleration Default.


an "Acceleration Default" and shall be deemed to be an Event of

Default:

(i) If an attachment or distraint has been levied on the

Company's properties and, or, assets or any part thereof or

certificate proceedings have been taken or commenced for

recovery of any dues from the Company;

(ii) If the Project Land and, or, the Project is acquired by the

Government of India or the State Government and, or, by

any Governmental Authority under applicable provisions of

the Land Acquisition Act, 1894 and, or, other applicable

Laws;

(iii) If the Company, the Guarantors and the Shareholders

commence voluntary proceedings under any applicable

bankruptcy, insolvency, liquidation, winding up, dissolution

or other similar law now or hereafter in effect, or become the

subject of involuntary proceedings for winding up under any

such law or are ordered to be wound up, or consent to the

appointment or taking possession by a receiver, liquidator,

assignee, judicial manager, trustee, custodian (or similar

official) for all or any of their assets/ property, or for

winding up or liquidation of the Company's/ the Guarantor's

affairs;

(iv) If the Company and, or, the Corporate Guarantor make an

attempt to transfer or otherwise dispose off substantial part

of their respective undertaking; provided such transfers or

disposal does not include or impact in any manner

whatsoever, the Project;

(v) If any court or any Governmental Authority initiates any

action (including without limitation implementation or

enforcement) in respect of the Scheme of Amalgamation

filed by the Company with the High Court of Delhi which

has been abandoned by the Company;

(vi) If the Company and, or, the Corporate Guarantor ceases to

carry on all its business or gives notice of its intention to do

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so;

(vii) If the Company and, or, the Corporate Guarantor deposits

the Project Receivables and, or, the Guarantor Project

Receivables in any other account than the Escrow Account

and the Guarantor Escrow Account respectively;

(viii) At any time it is unlawful or impossible for the Debenture

Holder to exercise any rights on account of any action or

omission by the Parties hereto (not including the Debenture

Trustee);

(ix) The authority of the Company and, or, the Corporate

Guarantor in the conduct of its business is wholly curtailed

by any seizure or intervention by or on behalf of any

regulatory or Governmental Authority for a period exceeding

15 (fifteen) consecutive days;

(x) If the license for development on the Project Land is revoked

or cancelled by the DTCP;

(xi) If the security offered as the Security under the Transaction

Documents, is in the decision of the Majority Debenture

Holders, not enforceable or not adequate to cover the total

amount of the Redemption Amounts, further security should

be given, and on advising the Company to that effect, such

security has not been given to the Debenture Trustee, acting

on behalf of the Debenture Holders or if the Security Interest

created herein is impaired, compromised or diminished in

any manner by the Guarantors and the Shareholders;

(xii) If the Company/ Corporate Guarantor creates any charge over

the Project Land without the prior consent of the Debenture

Holders or the Debenture Trustee;

(xiii) If the Company, the Guarantors and, or, the Shareholders are

engaged in any litigation or legal dispute which prohibits the

redemption of the Debentures and, or payment of the

Redemption Amount or any portion thereof;

(xiv) The occurrence of any event or circumstance which is

prejudicial to or materially imperils or depreciates the

Security (other than any fluctuation in the market price of

the Security);

(xv) Any suspension or cessation of the listing of the Debentures

due to an act of the Company or failure of the Company to

take any necessary actions required to list or maintain such

listing;

(xvi) If the Company, the Guarantors and, or, the Shareholders

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repudiate or evidence an intention to repudiate the Debenture

Trust Deed or any other Transaction Document;

(xvii) There occurs any event which constitutes a Material Adverse

Change in the conditions (financial or otherwise), business,

operations, assets, liabilities or prospects of the Company, its

subsidiaries, its Affiliates and, or, the Guarantors, present or

future, or which in the sole decision of the Debenture

Holders affect or is likely to affect adversely, the Company's

ability to redeem the Debentures and pay any Redemption

Amounts in the manner set forth in the Transaction

Documents or fulfil its obligations under the Transaction

Documents;

(xviii) Any one or more events, conditions or circumstances

(including any event of force majeure or any on-going or

threatened labour strikes, lockouts, shutdowns, or work

stoppage by the Company/ Corporate Guarantor or any

scarcity or unavailability of materials or equipment or fire or

other similar event) that exist or has occurred that has, had or

could reasonably be expected to have a Material Adverse

Change on the Company's profits, business, contracts, and,

or, Project Land;

(xix) Any act or omission by any of the Guarantors and the

Shareholders, through his agents or employees, constituting

intentional misrepresentation, fraud, or wilful misconduct;

(xx) Any cancellation, termination, repudiation of the

Collaboration Agreement, in any manner whatsoever;

(xxi) Any sale of units below the base selling price as set out

herein, without the Debenture Holder Approval;

(xxii) Any default or non-payment of EDC/ IDC charges by the

Guarantors (including in the manner set forth in paragraph

56 of this document);

(xxiii) Any information furnished by the Company, the Guarantors

and the Shareholders to the Debenture holders is misleading

or incorrect in any material respect;

(xxiv) If the amount withdrawn from Guarantor Escrow Account

by the Corporate Guarantor which is to be utilized towards

costs and expenses of the construction and development of

the Project is utilized for any other purpose whatsoever or in

any other manner; and

(xxv) If the Company/ Corporate Guarantor create any charge

over the Project Land without the prior consent of the

Debenture Holders or the Debenture Trustee

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Financial Default, DSRA Default, Acceleration Default and, or, Other

Default shall be referred to as "Default".

Upon the occurrence of a Default, the Debenture Trustee shall have the

right to give notice of the Default ("Default Notice") to the Guarantors

and the Company.

The Company and the Guarantors (as the case maybe) shall have a

period of, (i) in case of a Financial Default, 10 (ten) days from the

Interest Due Date, the Redemption Date or the date of expiry of the

Tenor, (as applicable), (ii) in case of a DSRA Default, 30 (thirty) days

from the date of occurrence of shortfall in the Debt Service Reserve

Amounts, and, or, (iii) in case of Other Defaults, 30 (thirty) days from

the date of Default Notice (each such period referred to in the DTD shall

hereinafter be as the "Cure Period"), to cure the Financial Default, the

DSRA Default and, or, the Other Default to the satisfaction of the

Debenture Trustee. If upon the expiry of the Cure Period (as applicable),

the Company and, or, the Guarantors (as the case maybe) have failed to

cure the Financial Default, the DSRA Default and, or, the Other Default

(as the case maybe) to the satisfaction of the Debenture Trustee, it shall

be deemed to be an "Event of Default".

For avoidance of any doubt it is clarified that there is no cure period

available for any Acceleration Default and any Acceleration Default

shall be immediately deemed to be an Event of Default.

54. Consequences of Event

of Default

Upon the occurrence of an Event of Default (including any Acceleration

Default), the Debenture Trustee shall have the following rights but not

the obligation (to be exercised only with the Debenture Holders

Approval):

1. to,

(i) declare all or any part of the Redemption Amounts to be

immediately due and payable whereupon it shall become so

due and payable and to require the Company to mandatorily

redeem all and not less than all the Debentures and pay the

Redemption Amounts; and/or

(ii) require the Personal Guarantor/ Corporate Guarantor to

purchase all and not less than all the Debentures held by the

Debenture Holders, by payment of the Redemption Amounts

in full;

the rights of the Debenture Holders set forth herein shall

hereinafter be referred to as the "Put Option";

2. upon receiving the Debenture Holders Approval, to enforce the

Security Interest created under the Security Documents, without

assigning any order of priority or preference between the Security

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created;

(i) to take all such other action expressly permitted under the

Transaction Documents, as deemed fit by them;

(ii) to exercise all other rights, powers and remedies vested in

the Debenture Trustee, as deemed fit by it under applicable

Law to protect the interest of the Debenture Holders;

(iii) get all rights over the Project Land, the Project, the

Hypothecated Assets, and the Guarantor Hypothecated

Assets;

(iv) to enter and take possession of the Project Land and the

Project and receive all the Project Receivables and the

Guarantor Project Receivables, without any disturbance or

hindrance from the Company, the Guarantors and the

Shareholders. Immediately upon the occurrence of an Event

of Default and, or, the Acceleration Default, the Company

shall be solely entitled to, to cancel/ terminate the

Collaboration Agreement and shall be entitled to 100% (one

hundred percent) of the Guarantor Project Receivables from

the Project without any further requirement of any acts or

authorizations from the Corporate Guarantor or any other

Person. In such event, the Corporate Guarantor shall not

have any right or entitlement over such Guarantor Project

Receivables in any manner whatsoever and it shall not be

entitled to make any claims, demand, or appeal in this

regard. The Corporate Guarantor and the Company agree

that the Collaboration Agreement shall stand amended to this

effect;

(v) transfer the Project Land, comprised within the Security

created in favour of the Debenture Trustee or a designee of

the Debenture Trustee by way of lease, sale or otherwise

and, or, exercise any other rights with respect to the Security

in accordance with the Transaction Documents and to

execute all documents in relation thereto including without

limitation conveyance and transfer;

(vi) replace the project team undertaking the Construction,

development, design or any other related activity in relation

to the Project with persons appointed by the Debenture

Holders;

(vii) instruct the Escrow Agent and, or, the Guarantor Escrow

Agent to freeze the Escrow Account and, or, the Guarantor

Escrow Account, as applicable, and not allow any further

withdrawals by the Company, the Guarantors, the

Shareholders and, or, any Third Party from the relevant

escrow account. The Debenture Holders shall be entitled to

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appropriate the amounts in the Escrow Account and, or, the

Guarantor Escrow Account, towards redemption of the

Debentures and payment of the Redemption Amounts to the

Debenture Holders; and, or,

(viii) invoke the pledge created under the Share Pledge Agreement

and sell/transfer the shares of the Company held by the

Shareholders;

(ix) invoke the Personal Guarantee and the Corporate Guarantee;

(x) appoint all of the Directors on the Board of the Company.

Accordingly, each of the existing directors shall

automatically resign from the Board after ensuring the

appointment of the Directors nominated by the Debenture

Holders;

(xi) appoint nominees/ designees as sole signatories of the

Debenture Trustee/ Debenture Holders on all of the bank

accounts of the Company;

(xii) immediately cause refund of all amounts/ advances made by

the Company to the Corporate Guarantor/ group companies

of the Company in accordance with the terms of the DTD

(including any loan amount) and accordingly, the Corporate

Guarantor shall be bound to refund, repay and redeem the

entire outstanding amount immediately without any delay

and demur;

(xiii) seek/ cause the winding up of the Company and, or,

Corporate Guarantor, as the case may be; and, or,

(xiv) exercise such other remedies as permitted under the

applicable Laws.

On the occurrence of an Event of Default, the Debenture Holders shall,

at its sole and absolute discretion and without assigning any order of

priority or preference and, or, following any order of priority, be entitled

to enforce all or any of the Security available to it and recover the

Redemption Amounts in accordance with the terms of the Transaction

Documents.

Notwithstanding anything contained in the Transaction Documents, in

case of an Event of Default, the Debenture Holders shall have the

absolute right and entitlement to seek any interim relief or injunction

from any court of Law of its choice, for any violation, breach or default

and, or, any potential violation, breach or default of any provision,

covenant, term and conditions of the Transaction Documents. The

Company, the Guarantors and the Shareholders hereby agree that they

shall not challenge or prevent the exercise of such right of the Debenture

Holders, as set forth in the Transaction Documents, in any manner

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whatsoever. This right of the Debenture Holders to seek any interim

relief or injunction from any court of Law of its choice, for any

violation, breach or default and, or, any potential violation, breach or

default of any provision, covenant, term and conditions of any

Transaction Documents, is in addition to any other rights and remedies

available to the Debenture Holders in Law and under the Transaction

Documents.

The Parties agree that in the event the Personal Guarantor: (i) ceases to

actively participate in the management of the Project and the Corporate

Guarantor, or (ii) is deceased or becomes permanently incapacitated or

disabled; the Debenture Holders shall have the right to exercise the Put

Option and any failure to comply with the Put Option within a period of

15 (fifteen) days from exercise of such Put Option, shall be an Event of

Default.

55. General Covenants (i) The Company/ Corporate Guarantor shall pay (including by way of

making good faith estimated payments on a timely basis in

accordance with appropriate procedures established for such

purpose) and file, before the same shall become delinquent, all

public demands, such as, income-tax, corporate tax, municipal tax

(including property tax) and all other taxes, cesses, duties, levies,

revenues and any other statutory dues payable to the Government

of India or to the Government of any State or to any local or other

authority, unless orders to the contrary are passed by the concerned

authority. The Guarantors and the Shareholders shall indemnify

and hold the Company harmless from and against any and all

liabilities, losses, damages, costs, claims, actions, proceedings,

judgments, settlements, expenses or the like which may be suffered

or incurred by the Company arising out of any past liabilities,

accrued taxes, levies, cess etc. In the event the Company is

desirous of resisting any such claim made in good faith, the

Shareholders and the Guarantors shall ensure that the Debenture

Trustee is kept informed about the status of any proceedings with

the relevant Governmental Authority and (i) receives copies of all

written correspondence with and documents to be submitted to that

Governmental Authority in so far as such negotiations,

correspondence and documents relate to such claim; (ii) be

consulted with in relation to any such proceedings and is afforded

reasonable time and opportunity to comment on the documents and

correspondence before they are submitted to the relevant

Governmental Authority and that its reasonable comments are

taken into account; and (iii) the Shareholders and the Guarantors

shall provide irrevocable and unconditional indemnity to the

Company for any Losses incurred or suffered by the Company

arising out of, owing to or as a result of any such actions.

(ii) The Company, the Shareholders and the Guarantors undertake that

they shall:

(a) subject to prior written notice of 2 (two) days from the

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Debenture Holders, permit officers and representatives of the

Debenture Holders to carry out technical, legal, or financial

inspections and visit and inspect during normal business

hours, properties of the Company/ Corporate Guarantor and

to examine, inspect and make copies of the books of record

and accounts of the Company/ Corporate Guarantor (in

respect of the Project) to discuss the affairs, finances and

accounts of the Company/ Corporate Guarantor (in respect to

the Project) with, and be advised as to the same, by its

officers;

(b) promptly make, or cause to be made, all required filings with

Governmental Authorities or similar authorities in India, to

preserve, renew and keep in full force and effect its existence

and its rights, franchises, consents, approvals, licenses

necessary for the ownership of their property and operation

of its business;

(c) comply with all regulatory and other requirements as

specified by the relevant regulatory authorities from time to

time in connection with the issue of Debentures, the Project

and those required in the ordinary course of business by the

Company/ Corporate Guarantor;

(d) facilitate annual valuation of all properties mortgaged in

favour of the Debenture Trustee by a valuer appointed by the

Debenture Holders until all Redemption Amounts have been

repaid. The valuation may be requested by the Debenture

Holders at their own discretion and at the cost of the

Company; and

(e) permit the Debenture Trustee and such Person, as the

Debenture Trustee may, from time to time, in writing for that

purpose appoint, to view/ ascertain the state and condition of

the Security and pay all expenses of any person on actuals

whom the Debenture Trustee may depute for the purpose of

such inspection and if the Debenture Trustee shall, for any

reason, decide that it is necessary to employ an expert, to pay

the fees and all travelling, hotel and other expenses of such

expert.

(iii) The Company and the Guarantors shall submit, at the requirement

of the Debenture Holders, a compliance certificate evidencing: (a)

compliance with all covenants; and (b) absence of any Event of

Default;

(iv) The Company and the Guarantors shall obtain, renew, maintain or

comply in all respects with any licences and approvals required for

the execution, delivery, performance and enforcement of the

Transaction Documents in a timely manner and all material

licences and approvals for the conduct of business of the

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Company;

(v) The Company shall simultaneously send to the Debenture Holders,

copies of all notices and documents sent to its Shareholders;

(vi) The Company/ Corporate Guarantor shall carry on its business

efficiently and diligently. The Company/ Corporate Guarantor

shall maintain its corporate existence and all rights and privileges

in respect thereof and obtain and comply with the terms of and do

all that is necessary to maintain in full force and effect all

authorizations, approvals, licenses and consents required to enable

the Company/ Corporate Guarantor to lawfully carry on its

business and required to enable the Company to enter into and

perform its obligations under the Transaction Documents and to

ensure the legality, validity, enforceability or admissibility in

evidence thereof;

(vii) The Corporate Guarantor shall send reminders and notices to the

customers for recovery of due and outstanding payments to ensure

that timely receipt of the Project Receivables and the Guarantor

Project Receivables by the Corporate Guarantor and the Company

shall extend all cooperation and necessary assistance to the

Corporate Guarantor in this regard;

(viii) The terms and conditions for appointment of the managing

Director of the Company or any other person holding substantial

powers of management shall be in accordance with good industry

practices. The Company and, or, the Corporate Guarantor will not

induct a person to its board, who is a director on the board of a

company which has been identified as the RBI's wilful defaulters

list or if such director is himself in the RBI's wilful defaulters list

and that in case such a person is on the Board of the Company or

the board of the Corporate Guarantor, then the Company and, or,

the Corporate Guarantor, as the case maybe, take expeditious and

effective steps for removal of the person from such board.

(ix) The Guarantors shall not and the Company shall ensure that the

Guarantors do not sell any apartment/ unit under any unit buyer

agreement in the Project at a base selling price lower than or equal

to Rs.6250/- (Rupees Six Thousand Two Hundred Fifty Only) per

square feet of the saleable area, without the prior written consent of

the Debenture Holders. If the Debenture Holders grant their

consent in writing for sale of units for a price less than Rs. 6250/-

(Rupees Six Thousand Two Hundred Fifty Only), then the shortfall

(viz. Rs. 6250/- (Rupees Six Thousand Two Hundred Fifty Only)

minus the price for which the unit is sold) shall be paid to the

Company by the Corporate Guarantor and/ or the Personal

Guarantor. The Company shall extend all corporation necessary to

the Guarantors for the sale of the units in the Project;

(x) The Company and the Guarantors shall abide by the terms of the

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Collaboration Agreement. The Guarantors shall carry out the

construction and development of the Project strictly in accordance

with applicable Laws, building bye-laws, the approvals and the

approved building plans;

(xi) The Company shall and the Personal Guarantor/ the Corporate

Guarantor shall open and maintain the Escrow Account and the

Guarantor Escrow Account in terms of the Escrow Agreement and

the Guarantor Escrow Agreement respectively, wherein all Project

Receivables and the Guarantor Project Receivables from existing

sales and future sales, transfers and leases of the Project only in the

Escrow Account and the Guarantor Escrow Account in the manner

set forth in the Transaction Documents and all payments to

lenders, suppliers in the ordinary course of Business shall be

routed through the Escrow Account and the Guarantor Escrow

Account only. No Project Receivables or Guarantor Project

Receivables shall be deposited in any other bank account;

(xii) The Corporate Guarantor shall and the Company shall cause the

Corporate Guarantor to obtain a no objection certificate from the

Debenture Trustee before entering into any agreement (tripartite or

otherwise) with any bank and, or, financial institution towards,

sale, lease and transfer of any residential unit in the Project;

(xiii) The Debenture Holders shall be entitled to inspect the progress of

the construction of the Project and, or, conduct an audit on the

Company/ Corporate Guarantor (in respect of the Project) and, or,

the Project at any time during the subsistence of the Transaction

Documents through a third party project management consultant

and the Company and the Corporate Guarantor shall extend

necessary cooperation in this regard;

(xiv) The Corporate Guarantor and the Company shall ensure that

subject to Force Majeure, the construction and development of the

Project is not stopped, delayed or stalled for any reason

whatsoever, including without limitation, due to shortage of funds.

For the purposes of this sub-section, 'Force Majeure' means any act

beyond the reasonable control of the Company and the Corporate

Guarantor (viz. lockouts, war, civil unrest, fire, governmental

regulations or controls not in existence as of the Effective Date,

acts of God, terrorism) which prevents the Company and the

Corporate Guarantor from performing and fulfilling its material

obligations under the DTD, if and to the extent such event has not

been caused by the delay or negligent or other wrongful act or

omission of the Company and, or, the Corporate Guarantor or any

of its affiliates;

(xv) The Corporate Guarantor shall insure, if required under applicable

Laws and keep insured up to the replacement value thereof or on

such other basis as approved by the Debenture Holders (including

surveyor's and architect's fees) the Security, against fire, theft,

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lightning, explosion, earthquake, strike, lock out, civil commotion,

storm, tempest, flood, marine risk, erection risk, war risk and such

other risks as may be specified by the Debenture Holders and shall

duly pay all premia and other sums payable for the purpose. The

insurance in respect of the Security, if required under applicable

Laws shall be taken in the joint names of the Company, the

Debenture Trustee/ Debenture Holders. The Company shall extend

all requisite cooperation to the Guarantors in this regard;

(xvi) The Company and the Corporate Guarantor shall carry on and

conduct their business with due diligence and efficiency and in

accordance with sound managerial and financial standards and

business practices with qualified and experienced management and

personnel;

(xvii) Any security deposit to be refunded to the Corporate Guarantor by

the Company under the Collaboration Agreement shall be refunded

to the Corporate Guarantor by the Company only upon payment of

the entire Redemption Amount to the Debenture Holders and

redemption of the Debentures in the manner set forth in the DTD.

(xviii) Immediately upon the occurrence of an Event of Default, the

Company shall be solely entitled to 100% (one hundred percent) of

the Project Receivables/ Guarantor Project Receivables from the

Project without any further requirement of any acts or

authorizations from the Corporate Guarantor or any other Person.

In such event, the Corporate Guarantor shall not have any right or

entitlement over such Project Receivables/ Guarantor Project

Receivables in any manner whatsoever and it shall not be entitled

to make any claims, demand, or appeal in this regard. The

Collaboration Agreement shall stand amended to this effect; and

(xix) All taxes, value added taxes, surcharges and levies payable by the

Corporate Guarantor/ Company under any taxation laws in India

including without limitation the Income-Tax Act, 1961, the

Finance Act, 1994 and other applicable laws, rules and regulation,

as amended from time to time, (i) owing to or as a result of or

arising out of any agreements, arrangements, actions or deeds of

the Corporate Guarantor and the Company for a period prior to the

Deemed Date of Allotment, including without limitation in relation

to the Collaboration Agreement; or (ii) pertaining to, incidental to

any disclosed or undisclosed liability of the Company whether or

not due or payable, which exists prior to the Deemed Date of

Allotment; shall be borne jointly and severally by the Guarantors

and the Shareholders without any recourse or liability to the

Company, in any manner whatsoever. The Guarantors and the

Shareholders, jointly and severally, undertake to promptly and

timely pay to the Company all amount of the taxes, penalties,

interest demanded, claimed or levied by the Indian tax authorities

and such amounts shall be paid by the Guarantors and the

Shareholders on demand at least 30 (thirty) days before the due

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date of such tax payment and on demand by the Company, all

reasonable costs and expenses incurred by the Company in

connection therewith. The Guarantors and the Shareholders hereby

further undertake and agree that all demands by any authority of

any interim payments, advance payments or issuance of security/

bank guarantees towards payment of any such taxes, whether

interim or otherwise, shall be paid for by the Guarantors and the

Shareholders. Notwithstanding anything to the contrary contained

herein, the Guarantors and the Shareholders may, at any stage,

directly pay the claim under a tax Notice to the relevant tax

authorities on its own account provided it provides the Company

with evidence of such payment.

(xx) The Company shall maintain a register of the Debenture Holders

that shall include the addresses of the Debenture Holders, record of

subsequent transfers and changes of ownership;

(xxi) The Company undertakes that it shall at all times comply with all

directions/ guidelines issued by any regulatory authority, with

regard to the issue of the Debentures;

(xxii)The Company hereby undertakes that subsequent to listing of the

Debentures as contemplated herein, the Company shall comply

with all provisions of the Companies Act, 2013 and the rules and

regulations issued by the SEBI as applicable to a listed company;

(xxiii)Within 5 (five) days from the date of the Deemed Date of

Allotment, the Guarantors shall and the Company shall ensure that

the Guarantors shall:

(a) seek release of the margins kept aside for the Bank Guarantees

bearing nos. 018911IFG000024 and 0189111IFG000023

issued by Allahabad Bank on behalf of the Company to the

DTCP (“Bank Guarantees”) and such Bank Guarantees shall

be taken over, replaced and transferred to the account of the

Corporate Guarantor such that the Company shall have no

charge on any of its assets/ the Project Land. The Company

shall also obtain an NOC from the Allahabad Bank

evidencing release of all charges and security and no dues

from the Company in relation to such Bank Guarantees and

shall provide the certified copy of the same to the Debenture

Trustee and the Debenture Holders; and

(b) record in the revenue records/ Sub-Registrar's Office, as

applicable the Memorandum of Entry and the Declaration

cum Undertaking for creation of mortgage on the Project

Land in favour of the Debenture Trustee and the same shall

be duly perfected in favour of the Debenture Trustee, to the

satisfaction of the Debenture Holders.

(xxiv)Within 15 (fifteen) days from the Deemed Date of Allotment, the

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Company, shall and the Shareholders and Guarantors shall cause

the Company to deliver to the Debenture Trustee and the

Debenture Holders, a certified true copy of the e-Form CHG-1,

e-Form CHG-9 and e-Form CHG-4 of the Companies (Central

Government's) General Rules & Forms duly filed with the ROC

along with the payment challan.

56.

Financial Covenants A. Company Financial Covenants.

(i) The Company shall not declare or pay any dividend, pay-

outs to the shareholders or make any distribution on its Share

Capital or purchase, redeem, buy-back or otherwise make

any payment in respect thereof (except as required by Law),

if any amount payable under the Transaction Documents is

outstanding;

(ii) Except as permitted under the Transaction Documents or

approved by the Debenture Trustee in writing, the Company

shall not advance or pay any salaries, commissions,

advisory/ consultancy fee, loans or interest on loans, repay

any unsecured loans or any other payments to the Personal

Guarantor or any of the Affiliates of the Company or to

persons related to the Personal Guarantor or from whom the

Company may have obtained any unsecured loans;

(iii) The Company/ Guarantors shall neither initiate any litigation

nor enter into any arrangement for settlement of litigation for

any such amount, which in the decision of the Debenture

Holders would materially and, or, adversely affect the

Company's/ Guarantor's ability to pay any amounts due

under the Transaction Documents, without the prior written

approval of the Debenture Holders;

(iv) The Company shall maintain records, in connection with the

operations and financial condition of the Company and such

records shall be open to examination by the Debenture

Holders and by its authorised representatives. The Company

shall permit the Debenture Holders and their authorised

representatives, to inspect all records, registers and accounts

of the Company;

(v) Any shortfall towards payment of the Redemption Amount

or the Debt Service Reserve Amount shall be borne by the

Personal Guarantor and, or the Corporate Guarantor; and

(vi) The Company, the Corporate Guarantor and the Personal

Guarantor shall at all times maintain the Debt Service

Reserve Amounts in aggregate amongst the Escrow Account

and the Guarantor Escrow Account.

B. Corporate Guarantor Financial Covenants.

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(i) The Corporate Guarantor shall not advance or pay any

salaries, commissions, advisory/ consultancy fee, loans or

interest on loans or any other payments to the Personal

Guarantor or any of the Affiliates of the Corporate Guarantor

or to persons related to the Personal Guarantor out of the

Guarantor Project Receivables/ Project Receivables;

(ii) The Corporate Guarantor shall not enter into any

arrangement for settlement of litigation for any such amount,

which in the decision of the Debenture Holders would

materially and, or, adversely affect the Corporate Guarantor's

ability to pay any amounts due under the Transaction

Documents;

(iii) The total amount of cost and expenditure including without

limitation amounts spent towards the development and

construction of the Project shall not at any time during the

Tenor exceed Rs. 100,00,00,000/- (Rupees One Hundred

Crores Only). Any expenditure in excess of such amounts

shall be solely borne by the Corporate Guarantor;

(iv) The Corporate Guarantor shall maintain records, in

connection with the operations and financial condition of the

Corporate Guarantor and such records shall be open to

examination by the Debenture Holders and by its authorised

representatives. The Corporate Guarantor shall permit the

Debenture Holders and their authorised representatives, to

inspect all records, registers and accounts of the Corporate

Guarantor;

(v) The total amount of brokerage fee payable by the Corporate

Guarantor for the Project shall not exceed Rs. 20,00,00,000/-

(Rupees Twenty Crores Only). Any amount exceeding Rs.

20,00,00,000/- (Rupees Twenty Crores Only) payable

towards brokerage fees shall solely be the responsibility of

the Corporate Guarantor, without any recourse to the

Company;

(vi) Any amount to be contributed by the Corporate Guarantor

into the Company, if not contributed by way of an unsecured

loan, shall be contributed by the Corporate Guarantor

through subscription to 1% (one percent) per annum

compulsorily convertible preference shares of the Company

(mandatorily convertible into equity shares of the Company

upon expiry of 20 (twenty) years);

(vii) Within 5 (five) days from the date of the Deemed Date of

Allotment, the Guarantors shall and the Company shall

ensure that the Guarantors shall discharge/ pay out of their

own resources (without any recourse to the Guarantor

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Project Receivables, the Project Receivables and other funds

of the Company) outstanding EDC/IDC payments

amounting to Rs.2,35,26,700/- (Rupees Two Crores Thirty

Five Lakhs Twenty Six Thousand Seven Hundred Only)

pending in respect of the Project to the relevant authorities

and provide certified true copies of the payment challans to

the Debenture Holders. Any non-compliance with this sub-

clause by the Guarantors/ Company shall be construed as an

Acceleration Default;

(viii) Within 90 (ninety) days from the date of the Deemed Date of

Allotment, the Guarantors shall and the Company shall

ensure that the Guarantors shall discharge/ pay out of their

own resources (without any recourse to the Guarantor

Project Receivables, the Project Receivables and other funds

of the Company) outstanding EDC/IDC payments

amounting to Rs.6,64,73,300/- (Rupees Six Crores Sixty

Four Lakhs Seventy Three Thousand Three Hundred Only)

or such sum as may be outstanding for paying all the

outstanding dues of EDC/IDC in respect of the Project to the

relevant authorities and provide certified true copies of the

payment challans to the Debenture Holders. Any non-

compliance with this sub-clause by the Guarantors/

Company shall be construed as an Acceleration Default;

(ix) All costs and expenses (including legal costs) incurred in

relation to the pending litigations (including the litigations

set forth in Exhibit 5.1) of the Company shall be borne

solely by the Shareholders/ Guarantors out of their own

resources without any recourse to the Company or the

Project Receivables or the Guarantor Project Receivables;

and

(x) Within 30 (thirty) days from the Deemed Date of Allotment,

the Personal Guarantor shall provide his net worth certificate

dated March 31, 2014 to the Subscriber and the Debenture

Holder.

57. Information

Covenants

1. Provision of Information, Documents and Certificates.

A. The Company shall and the Shareholders shall cause the Company

to promptly provide to the Debenture Holders, the following:

(i) Quarterly management and financial statements (including,

but not limited to, an income statement, bank statement, a

cash flow statement, trial balance, a balance sheet, detailed

break-down of working capital, assets and headcount

prepared in accordance with the principles of Indian GAAP

(together with a reconciliation of all such accounting

standards and principles) within 30 (thirty) days of the end

of each Quarter;

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(ii) Copies of all tax returns, including all direct and indirect

taxes;

(iii) audited consolidated financial statements (viz. audited

balance sheet, profit and loss account and cash flow

statement) of the Company within 180 (one hundred eighty)

days of the end of each financial year, duly certified by a

director of the Company together with notes thereto in

accordance with Indian GAAP;

(iv) an end use certificate in a form and manner acceptable to the

Debenture Trustee on a quarterly basis in accordance with

the Trustee Regulations;

(v) report containing the details on the number and nature of

grievances received from the Debenture Holders and

resolved by the Company as required under the applicable

Law;

(vi) on a quarterly basis, an updated list of names and address of

all the Debenture Holders and the number of the Debentures

held by each Debenture Holders;

(vii) any legal proceeding pending or threatened through a legal

notice, regulatory notices or judicial orders against the

Company or any dispute between the Company and any

Governmental Authority, which could have a Material

Adverse Change or any legal proceeding pending or

threatened with respect to or in relation of the Transaction

Documents;

(viii) at the end of each Financial Year after the date of issue of

the Debentures, an annual credit rating in respect of the

Debentures;

(ix) Copies of the minutes and resolutions of any Board/

Shareholders/ committee meetings within a period of not

later than 10 (ten) days from the date of written request made

by the Debenture Holders;

(x) Provide copies of all such information and documents as

may be required including without limitation, copies of

invoices, financial statements, status reports, cash flow

statements etc., within a period not later than 10 (ten) days

from the date of written request made;

(xi) Provide, on a quarterly basis, details of formation of any

subsidiary company of the Company; or any company/ entity

in which the Company holds any securities/ interest;

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(xii) Provide details of any related party transactions entered into

by the Company with any of its group/ associate/ subsidiary

company required by the Debenture Holders in their sole

discretion and within a period of not later than 15 (fifteen)

days from the date of written request made by the Debenture

Holders;

(xiii) Any internal and external audit reports;

(xiv) Any third party reports obtained by the Company in relation

to its Business/ Project;

(xv) Any material information including resignation of the senior

managerial staff, immediately upon such resignation and in

any event not later than 3 (three) days from the date of

resignation;

(xvi) Copies of all contracts entered into by the Company;

(xvii) Copies of all filings made under the Act and with the

Reserve Bank of India;

(xviii)Copies of all insurance policies that the Company/

Guarantors have obtained for the Project and the Company;

(xix) provide a duly certified cash flow statement every month to

the Debenture Holders, in the form and manner set forth in

Schedule XVIIA of the Debenture Trust Deed, within 10

(ten) days from the end of each calendar month, with details

of all collections made and payments disbursed with respect

to the Project;

(xx) any other information as the Debenture Trustee (by itself or

acting on the Debenture Holder Approval) may request,

including without limitation those required for the purposes

of completing the KYC compliances of the Company; and

(xxi) any other document/ information required to be provided to

the Debenture Trustee in accordance with the applicable

Law, including, without limitation, the Debt Regulations and

as may be required by the Debenture Trustee.

B. The Guarantors shall provide and the Company and the

Shareholders shall extend all necessary cooperation to the

Guarantors for promptly providing to the Debenture Holders, the

following:

(i) As and when required by the Debenture Holders but not later

than 10 (ten) days from the date of written request made by

the Debenture Holders, the Company and the Guarantors

shall provide construction progress reports, collection

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reports, an aging analysis of receivables, headcount,

comparisons of actual expenditure to budget, sale reports and

other Project related information;

(ii) provide a duly certified cash flow statement every month to

the Debenture Holders, in the form and manner set forth in

the Schedule XVII of the Debenture Trust Deed, within 10

(ten) days from the end of each calendar month, with details

of all collections made and payments disbursed with respect

to the Project;

(iii) Copies of invoices against payments made by the Company,

construction updates and other detailed information related

to the Project within a period of not later than 10 (Ten) days

from the date of written request made by the Debenture

Holders;

(iv) Quarterly construction details, including tenders, contracts,

drawings, work done, quantities of raw materials purchased,

quantities of raw materials consumed, building material

price and quantity variances from the Budget, tendering

schedules, schedules for receipt of drawings and

construction schedules;

(v) Quarterly status reports from the Corporate Guarantor and

quarterly job done certificates from the architects of the

Project within 30 (thirty) days of the end of each calendar

quarter;

(vi) Copies of all insurance policies that the Corporate Guarantor

has obtained and/ or insurance policies obtained by third

parties for the Project and the Company;

(vii) monthly bank statements of the Construction Account of the

Corporate Guarantor; and

(ix) monthly reconciliation statements of the Project Receivables

and the Guarantor Project Receivables.

2. The Company shall and the Guarantors shall cause the Company to

submit to the BSE all information and documents that may be

required under the applicable Law.

3. The Company shall and the Guarantors shall cause the Company

to, prior to its occurrence, inform the Debenture Trustee of any

proposed change in the nature and conduct of the Business.


provide the Debenture Trustee with the following information in

respect of the Company to the Debenture Trustee and the

Debenture Holders promptly, but in all cases within 15 (fifteen)

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days after any officer of the Company and, or, the Guarantors

obtain knowledge thereof:

(i) any Event of Default, specifying the nature of such Event of

Default and any steps the Company or Guarantors and the

Shareholders are taking and propose to take to remedy the

same;

(ii) any Notice of any application made for winding up or receipt

of any statutory notice of winding up under the provisions of

the Act or any other notice under any other applicable Law

or otherwise of any suit or legal process intended to be filed

or initiated against the Company and affecting the title to the

properties and assets of the Company or if a receiver,

liquidator or custodian (or any such similar person) is

appointed of any of the properties or business or

undertakings of the Company or the Corporate Guarantor;

and

(iii) Any event, circumstance or condition constituting a claim, or

which the Company either believes could result in a claim

under the Collaboration Agreement or any of the contracts

entered into by the Company, together with copies of all

notices, and other correspondence between the relevant

parties and the Company pursuant thereto;

(iv) Any one or more events, conditions or circumstances

(including any event of force majeure or any on-going or

threatened labour strikes, lockouts, shutdowns, slowdown or

work stoppage by the Company or any scarcity or

unavailability of materials or equipment or fire or other

similar event) that exist or has occurred that has, had or

could reasonably be expected to have a Material Adverse

Change on the Company's profits, business, contracts,

Project Land and, or, the Project;

(v) Any legal proceeding pending or threatened, regulatory

notices or judicial orders against the Company/ Corporate

Guarantor, or any dispute between the Company/ the

Corporate Guarantor and any governmental authority, which

could have a Material Adverse Change or any legal

proceeding pending or threatened with respect to or in

relation of the Transaction Documents or any other contract

against the Company/ the Corporate Guarantor or against

any relevant party to the Transaction Documents and/ or any

other contracts;

(vi) Any proposal by any Government Authority to acquire

compulsorily the Company, any part of the security herein or

any part of the Company's business or assets (whether or not

constituting an Event of Default hereunder);

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(vii) Any Security Interest being granted or established or

becoming enforceable over any of the Company's assets;

(viii) Any change in the authorized officers, giving certified

specimen signatures of any new officer so appointed and, if

requested by the Debenture Holders, satisfactory evidence of

the authority of such new officer;

(ix) Any notice received by the Company purporting to cancel or

alter the terms of any insurance policy(s) or any default in

terms thereof;

(x) Any material revisions whatsoever in the construction

contracts and/or other contracts with regard to change in

rates and other terms;

(xi) Any letters of offer or any document pursuant to which a

change in control of the Company may occur;

(xii) Any loss or other event entitling the Company to make a

claim under any one or more insurance policy(s);

(xiii) The occurrence of any other event, circumstance or

condition which constitutes or results in any representation,

warranty, covenant or condition under the Transaction

Documents being or becoming untrue or incorrect in any

respect;

(xiv) Any substantial customer delinquencies or other delay in

payments or cancellations of any apartments/ units in the

Project or happenings likely to have an adverse effect on the

Project Receivables/ Guarantor Project Receivables with an

explanation of the reasons thereof; and

(xv) Give Notice of any event(s) as described in above and, or, of

any event similar in nature thereto in writing, specifying the

nature of such event.


furnish to the Debenture Trustee details of all grievances received

from the Debenture Holders and the steps taken by the Company to

redress the same. At the request of any Debenture Holders, the

Debenture Trustee shall, as deemed fit by the Company, by Notice

to the Company call upon the Company to take appropriate steps to

redress such grievances and shall, if necessary, at the request of

any Debenture Holders call a meeting of the Debenture Holders.

6. The Company and the Guarantors shall cause the Company to shall

furnish to the Debenture Holders, details of all litigation,

arbitration and administrative, executive and magisterial

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proceedings which may be threatened or initiated against the

Company or against its assets;


promptly inform the Debenture Holders, of any notice received by

it of any application for its winding up having been made or the

receipt of any statutory notice of winding up under the provisions

of the Act or any other notice under any other statute or otherwise

of any suit or other legal process intended to be filed or initiated

against the Company whether or not affecting the title of the

Company to the assets and properties of the Company, or if a

receiver is appointed of any of its assets, properties or business or

undertaking;


execute and deliver, from time to time, but in no event later than

10 (ten) days from the request made by the Debenture Holders, at

the Company's expense, such other documents as shall be

necessary or advisable in the decision of the Debenture Holders, in

connection with the rights and remedies of the Debenture Holders

granted or provided for by the Transaction Documents, and to

consummate the transactions contemplated therein; and

9. The Company, Guarantors and, or, the Shareholders (as applicable)

shall provide information in respect of the following to the

Debenture Trustee and the Debenture Holders promptly, but in all

cases within 5 (five) days after any officer of the Company, the

Guarantors and the Shareholders obtain knowledge thereof:

(i) any orders, directions, notices of court/tribunal affecting or

likely to affect the Security;

(ii) any change in nature and conduct of Business of the

Company;

(iii) confirmation/proof of the Interest and Debenture

Subscription Amount and Redemption Amounts paid to the

Debenture Holders on the Redemption Date;

(iv) the compliance of the terms of issue by the Company of the

Debentures in accordance with the DTD, and of defaults, if

any, in payment of interest or redemption of Debentures and

action taken in that regard on a half yearly basis;

(v) submit a quarterly report, within 7 (seven) days of the end of

each financial quarter, certified by any Director or company

secretary of the Company, to the Debenture Trustee

containing the following particulars:

(a) updated list of names and address of all Debenture

Holders and the number of Debentures held by each

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Debenture Holder;

(b) details of Interest due but unpaid and reasons for the

same;

(c) the number and nature of grievances, if any, received

from the Debenture Holders and resolved by the

Company; and

(d) a statement that the assets of the Company which are

available by way of Security are sufficient to discharge

the claims of the Debenture Holders as and when they

become due.

(vi) Submit a monthly report in respect of the amount withdrawn

from the Escrow Account and Guarantor Escrow Account;

and

(vii) Information regarding approvals obtained by the Company

in respect of the Project including details of renewals if

obtained and expiry of or change in any approval.

10. The Company shall inform the Debenture Trustee of any

changes in the composition of its Board of Directors.

11. The Company shall provide the Debenture Trustee any such

other information as may be required by the Debenture Trustee.

58. Assignment/ Transfer The Debenture Holders shall be entitled to freely transfer the

Debentures.

59. Expenses The Company and the Guarantors shall pay all costs, remuneration fees

of the Debenture Trustee, costs and charges to be incurred in relation to

the rating and listing of the Debentures, dematerialization of the

Debentures and stamp duty.

60. Tax All the Interest, the Default Interest and other payments by the Company

on the Debentures shall be made subject to deduction of all withholding

taxes/ TDS, which deductions shall be made by the Company and be paid

by the Company to the tax department/ Governmental Authorities as per

the applicable provisions of the IT Act. The Company shall, accordingly,

make payments of the Interest the Default Interest or any other amounts to

the Debenture holders after deduction of such taxes/ TDS and the

Company shall furnish requisite TDS/ withdrawal tax certificate(s) to the

Debenture Holders in this regard. Further, the Company shall, and the

Guarantors and the Shareholders shall cause the Company to cooperate

with the Debenture Holders and provide all information and documents to

the Debenture Holders as may be required by the Debenture Holders in

relation to the TDS/ tax withholding, the rate of such TDS/ tax

withholding, the basis of calculation of such taxes, including but not

limited to the TDS certificate and declaration at the time of each payment

to the Debenture Holders in accordance with the DTD that appropriate

taxes have been deducted from each such remittance, and any other

assistance to the Debenture Holders for seeking appropriate credit of the

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tax withheld/ paid.

61. Role and

Responsibilities of

Debenture Trustee

As specified in the Debenture Trust Deed

62. Governing Law and

Jurisdiction

The Debentures are governed by and will be construed in accordance

with the Indian law. The competent courts at New Delhi shall have

exclusive jurisdiction.

The Company, the Debentures and the Company's obligations under the

Transaction Documents shall, at all times, be subject to the directions of

the RBI and the SEBI.

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ANNEXURE II: RATING RATIONALE

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ANNEXURE III: LETTER FROM THE DEBENTURE TRUSTEE

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ANNEXURE IV: APPLICATION FORM

TIRUPATI BUILDPLAZA PRIVATE LIMITED

Registered Office: Chamber No. 1517, 15th Floor, Devika Tower, 6, Nehru Place, New Delhi - 110019

DEBENTURE SERIES APPLICATION FORM SERIAL NO.

SENIOR, FULLY SECURED, RATED, REDEEMABLE, TRANSFERABLE AND INTEREST

BEARING NON-CONVERTIBLE DEBENTURES

Rs. 1,00,00,000/- (RUPEES ONE CRORE ONLY) EACH AGGREGATING Rs.100,00,00,000

(RUPEES ONE HUNDRED CRORES ONLY), FULLY PAID UP FOR CASH AT PAR TO THE

FACE VALUE

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

Number of Debentures________ In words __________________________________

Amount Rs. __________________ in words Rupees __________________________

DETAILS OF PAYMENT:

Cheque / Demand Draft

No. _____________ Drawn on_____________________________________________

Funds transferred to _______________ via RTGS/NEFT/SWIFT

Dated ____________

Total Amount Enclosed

(In Figures) _____________ (In words) ______________________________________

APPLICANT'S NAME IN FULL (CAPITALS) SPECIMEN SIGNATURE

APPLICANT'S ADDRESS

ADDRESS

STREET

CITY

PIN PHONE FAX

APPLICANT'S PAN/GIR NO. _____________ IT CIRCLE/WARD/DISTRICT ____

WE ARE ( ) COMPANY ( ) OTHERS ( ) SPECIFY __________

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WE CONFIRM RESIDENTIAL STATUS AS NON-RESIDENT

TAX STATUS NON EXEMPT ( ) EXEMPT ( ) (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 NCDs including the Risk Factors

described in the Memorandum and have considered these in making our decision to apply. We bind

ourselves to these Terms and Conditions and wish to apply for allotment of these NCDs. We request you

to please place our name(s) on the Register of Holders.

Name of the Authorised

Signatory(ies)

Designation Signature

Applicant's

Signature

We the undersigned, are agreeable to holding the Debentures of the Company in dematerialised form.

Details of my/our Beneficial Owner Account are given below:

DEPOSITORY NSDL ( ) CDSL ( )

DEPOSITORY PARTICIPANT NAME

DP-ID

BENEFICIARY ACCOUNT NUMBER

NAME OF THE APPLICANT(S)

FOR OFFICE USE ONLY

DATE OF RECEIPT ________________ DATE OF CLEARANCE ________________

(Note: Cheque and Drafts are subject to realisation)

We understand and confirm that the information provided in the Disclosure Document is provided by the

Issuer and the same has not been verified by any legal advisors to the Issuer and other intermediaries and

their agents and advisors associated with this Issue. We confirm that we have for the purpose of investing

in these NCDs carried out our own due diligence and made our own decisions with respect to investment

in these NCDs and have not relied on any representations made by anyone other than the Issuer, if any.

We understand that: i) in case of allotment of NCDs to us, our Beneficiary Account as mentioned above

would get credited to the extent of allotted NCDs, ii) the Applicant must ensure that the sequence of

names as mentioned in the Application Form matches the sequence of name held with our Depository

Participant, iii) if the names of the Applicant in this application are not identical and also not in the same

order as the Beneficiary Account details with the above mentioned Depository Participant or if the NCDs

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cannot be credited to our Beneficiary Account for any reason whatsoever, the Company shall be entitled

at its sole discretion to reject the application or issue the NCDs in physical form.

We understand that we are assuming on our own account, all risk of loss that may occur or be suffered by

us including as to the returns on and/or the sale value of the NCDs and shall not look directly or indirectly

to the Company (or to any person acting on its or their behalf) to indemnify or otherwise hold us harmless

in respect of any such loss and/or damage. We undertake that upon sale or transfer to subsequent investor

or transferee ("Transferee"), we shall convey all the terms and conditions contained herein and in this

Disclosure Document to such Transferee. In the event of any Transferee (including any intermediate or

final holder of the NCDs) suing the Issuer (or any person acting on its or their behalf) we shall indemnify

the Issuer and also hold the Issuer harmless in respect of any claim by any Transferee.

Applicant's

Signature

FOR OFFICE USE ONLY

DATE OF RECEIPT ______________________ DATE OF CLEARANCE _________________

(Note : Cheque and Drafts are subject to realisation)

-------------------------------------------------(TEAR HERE)--------------------------------------------

[∙]- ACKNOWLEDGMENT SLIP

(To be filled in by Applicant) SERIAL NO.

Received from _______________________________________________

Address________________________________________________________________

______________________________________________________________________

Cheque/Draft/UTR # ______________ Drawn on _______________________________ for

Rs. _____________ on account of application of _____________________ Debenture