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Private Placement Offer Letter Private & Confidential – For Private Circulation Only

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No.______________

VISHWAROOP DEVELOPERS PRIVATE LIMITED

Private Placement Information Memorandum

Non-convertible Debentures of Rs. 450 Crores


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(THIS PRIVATE PLACEMENT OFFER LETTER IS NEITHER A PROSPECTUS NOR A STATEMENT IN LIEU OF PROSPECTUS), THIS PRIVATE PLACEMENT OFFER LETTER IS PREPARED IN CONFORMITY WITH SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008 (AS AMENDED FROM TIME TO TIME AND SECTION 42 OF THE COMPANIES ACT, 2013 READ ALONGWITH THE COMPANIES (ISSUE AND ALLOTMENT OF SECURITIES) RULES, 2014

Vishwaroop Developers Private Limited

A private limited company incorporated under the Companies Act, 2013 Date of Incorporation: 13/11/2014

Registered Office: 13/14, Solitaire, Central Avenue Road, Opp. Rose Manor School, Santacruz (West), Mumbai- 400 054. Tel. No.: 022-33965700;

Issue of 450 Rated, Listed, Taxable, Secured, Redeemable, Non-Convertible Debentures each having a Face Value of Rs.10,000,000/- (Indian Rupees One Crore only) (the "Debentures"), aggregating upto Rs.450,00,00,000/- (Indian Rupees Four Hundred and Fifty Crores) on a Private Placement Basis (the "Issue"), by Vishwaroop Developers Private Limited (the "Issuer"), in multiple tranches/ series

GENERAL RISKS The Offer/ Issue is being made on private placement basis. The Debentures have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this Private Placement Offer Letter. Specific attention of the investors is invited to the summarized and detailed Risk Factors mentioned elsewhere in this Private Placement Offer Letter.

ISSUER’S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Private Placement Information Memorandum contains all information with regard to the Issuer and the Issue, which is material in the context of the Issue, that the information contained in this Private Placement Information Memorandum is true and correct in all material aspects 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 Private Placement Information Memorandum as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

CREDIT RATING As at the date of this Private Placement Information Memorandum, Brickwork Ratings India Private Limited has assigned a BBB- rating for the issuance of Debentures. The BBB- rating indicates the adequate credit quality in terms of timely servicing of debt obligations. The credit rating letter is dated 03-07-2015 issued by Brickwork Ratings India Private Limited is enclosed as Annexure 2 to this Private Placement Information Memorandum. The above rating is not a recommendation to buy, sell or hold Debentures or other securities and investors should take their own decision. The rating may be subject to revision or withdrawal at any time by the assigning rating agency and each rating should be evaluated independently of any other rating. The rating obtained is subject to revision at any point of time in the future. The rating agency has the right to suspend, withdraw the rating at any time on the basis of new information etc.


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DEBENTURE TRUSTEE REGISTRAR TO ISSUE IL&FS Trust Company Ltd Address: IL & FS Financial Centre, Plot No. C22, G Block, Bandra Kurla Complex, Bandra East, Mumbai - 400051 Tel No. 022 26593112 Fax: 022 26533297 Website: [email protected]

Purva Sharegistry (India) Pvt. Ltd. Address: 9 Shiv Shakti Ind. Estt., J. R. Boricha Marg, Lower Parel (E), Mumbai 400 011 Tel: 022 23010771 Website: [email protected]

CREDIT RATING AGENCY LISTING EXCHANGE Brickwork Ratings India Private Limited Address: 3rd Floor, Raj Alkaa Park, Kalena Agrahara, Bannerghatta Road, Bengaluru – 560 076 Tel No. + 91 8040409940 Fax: + + 91 8040409941 Website: www.brickworksratings.com

Bombay Stock Exchange Address: BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai- 400001 Tel No. 022 2272 1233 Fax: 022 2272 1919 Website: www.bseindia.com

Issue Schedule

Availability Period for all Tranches :

180 days from Deemed Date of Allotment/Offer Open Date

Tranche I* 15th July, 2015 22nd July, 2015 Tranche II* 15th July, 2015 22nd July, 2015 Deemed Date of Allotment for Tranches I & II

15th July, 2015

*Any remaining unsubscribed amounts shall be offered for subscription in subsequent tranches within the Availability Period. **The Issuer reserves the right to change the Issue Program 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 Program.


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TABLE OF CONTENTS

SECTION I: GENERAL ............................................................................................................................ 6

A. DEFINITIONS AND ABBREVIATIONS ................................................................................... 6

B. NOTICE TO THE INVESTORS AND DISCLAIMERS ........................................................... 8

SECTION II: ISSUER PROFILE ..................................................................................................... 11

A. GENERAL INFORMATION ..................................................................................................... 11

B. BRIEF SUMMARY OF THE BUSINESS/ACTIVITIES OF THE COMPANY & ITS LINE

OF BUSINESS ........................................................................................................................................... 12

C. MANAGEMENT PERCEPTION OF RISK FACTORS ....................................................... 15

SECTION III: FINANCIAL INFORMATION ................................................................................. 15

A. DETAILS OF DEFAULT, IF ANY ............................................................................................ 15

B. FINANCIAL STATEMENT ....................................................................................................... 16

C. DETAILS OF PROJECT COST AND MEANS OF FINANCING FOR THE PROJECT .. 18

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D. DETAILS OF PAST BORROWINGS ....................................................................................... 18

E. CORPORATE GUARANTEES ................................................................................................. 18

F. MAJOR EQUITY / DEBT HOLDERS ...................................................................................... 19

G. DEBT – EQUITY RATIO ........................................................................................................... 19

SECTION III: THE ISSUE ................................................................................................................. 20

PERMISSION /CONSENT FOR FIRST PARI-PASSU CHARGE .................................................... 23

DISCOUNT / EFFECTIVE PRICE TO INVESTOR............................................................................ 23

SECTION IV: MATERIAL CONTRACTS, AGREEMENTS INVOLVING FINANCIAL

OBLIGATIONS OF THE ISSUER ......................................................................................................... 24

SECTION V: MATERIAL EVENTS ............................................................................................... 24

SECTION VI: DEBENTURE TRUSTEE .......................................................................................... 24

SECTION VII: LEGAL AND OTHER INFORMATION ................................................................ 28


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A. LITIGATION ............................................................................................................................... 28

B. INTERESTED PARTY TRANSACTIONS .............................................................................. 28

C. RELATED PARTY TRANSACTIONS ..................................................................................... 28

D. REMUNERATION OF DIRECTORS....................................................................................... 28

E. QUALIFICATIONS .................................................................................................................... 28

F. INQUIRIES OR INVESTIGATIONS ....................................................................................... 28

G. FRAUD ......................................................................................................................................... 29

H. OTHER DETAILS ...................................................................................................................... 29

SECTION VIII: OFFERING INFORMATION- REGULATORY DISCLOSURES .................. 36

A. DOCUMENTS SUBMITTED TO THE EXCHANGES: ......................................................... 36

B. DOCUMENTS SUBMITTED TO THE DEBENTURE TRUSTEE: ...................................... 37

DECLARATION....................................................................................................................................... 38

DECLARATION OF THE DIRECTORS .............................................................................................. 39

ANNEXURE 1: SUMMARY TERM SHEET ........................................................................................ 40

ANNEXURE 2: CREDIT RATING LETTER FROM BRICKWORKS ............................................ 43

ANNEXURE 3: CONSENT LETTER FROM DEBENTURE TRUSTEE.......................................... 44

ANNEXURE 4: APPLICATION FORM ............................................................................................... 45

ANNEXURE 5: BRIEF PROFILE OF THE MANAGEMENT ........................................................... 48


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SECTION I: GENERAL

A. DEFINITIONS AND ABBREVIATIONS

The Company / Issuer

Vishwaroop Developers Private Limited, a Company incorporated under the Companies Act, 2013 and having with its registered office at 13/14, Solitaire, Central Avenue Road, Opp. Rose Manor School, Santacruz (West), Mumbai- 400054

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

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

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

Articles/AoA Articles of Association of the Company

Board Board of Directors of the Company or a Committee thereof

Credit Rating Agency Brickwork Ratings India Private Limited or any other Rating Agency, appointed from time to time

Coupon Payment Date Date of payment of interest on the Debentures

Date of Allotment The date on which Allotment for the Issue, has been made

Debentures or NCD(s) Listed, Rated, Taxable, Redeemable Non-Convertible Debenture(s) of face value of Rs.1,00,00,000/- each aggregating to Rs. 450 Crores issued and allotted by the Issuer

Debenture holder(s) The investors who have been allotted Debentures.

Debenture Trustee Trustee for the Debenture holders, in this case being IL&FS Trust Company Ltd (ITCL)

Depository National Securities Depository Limited (NSDL)

DP Depository Participant

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

Information Memorandum/ Disclosure Document

This Information Memorandum

Issue Listed, Rated, Redeemable, Taxable and Non-Convertible Debentures issued on a Private Placement basis

ISIN International Securities Identification Number

Memorandum / MoA Memorandum of Association of the Company

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

Property

All that piece and parcel of land admeasuring 46,502 sq.yards equivalent to 38,881.58 sq.mtrs. or thereabouts with buildings and structures standing thereon situate at Reay Road and at Junction of


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Reay Road and Matarpakhdi Road, Mazgaon bearing Land Revenue No.118 in the records of the Collector of Land Revenue, New Survey Nos. parts of S.A/3606 1/3707 Cadastral Survey No.525 of the Mazgaon Division, E-Ward, Mazgaon, Mumbai.

Project

Construction and development on the Property by constructing buildings on the Property by utilizing and consuming present and future FSI to the utmost extent, in accordance with the Development Agreement.

Registrar/Registrar to the Issue

Purva Sharegistry India Private Limited.

ROC The Registrar of Companies, Maharashtra, Mumbai

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

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

SEBI Regulations The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued by SEBI as amended from time to time

Stock Exchange The Bombay Stock Exchange Limited

The Act The Companies Act, 2013 (as amended from time to time)

Debenture Documents

Debenture Trust Deed, Indenture of Mortgage, Deed of Hypothecation, Escrow Agreement, Share Pledge Agreement(s), Deed(s) of Personal Guarantee, Subordination Agreement for intra group loans, Subordination Agreement with Subordinated Lenders, Drag Along Letter and any other documents.

WDM Wholesale Debt Market Segment of BSE.

Terms defined in this Information Memorandum are to be read along with the Debenture Trust Deed executed by the Issuer. Unless a contrary indication appears, a term used in any other Debenture Document or in any notice or certificate given under or in connection with any Debenture Document has the same meaning in that Debenture Document, notice or certificate as in the Debenture Trust Deed.


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


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The person who is in receipt of this Information Memorandum/ Disclosure Document shall maintain utmost confidentiality regarding the contents of this Information Memorandum and shall not reproduce or distribute in whole or part or make any announcement in public or to a third party regarding the contents without the consent of the Issuer. Neither the delivery of this Information Memorandum/ Disclosure Document nor any sale of Debentures made hereunder shall, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of the Issuer since the date hereof. DISCLAIMER IN RESPECT OF JURISDICTION

This offer of Debenture is made in India to persons resident in India. This Information Memorandum/ Disclosure Document does not constitute, nor may it be used for or in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation. No action is being taken to permit an offering of the Debentures or the distribution of this Information Memorandum/ Disclosure Document in any jurisdiction where such action is required. The distribution of this Information Memorandum/ Disclosure Document and the offering and sale of the Debentures may be restricted by law in certain jurisdictions. Persons into whose possession this Information Memorandum comes are required to inform themselves about and to observe any such restrictions. The Information Memorandum/ Disclosure Document is made available to investors in the Issue on the strict understanding that the contents hereof are strictly confidential. Any dispute arising out of this Issue will be subject to the jurisdiction of appropriate court(s) in Mumbai, India only.

DISCLAIMER OF THE ISSUER The Company certifies that the disclosures made in this Information Memorandum/ Disclosure Document are generally adequate and in conformity with the SEBI Regulations. Further, the Company accepts no responsibility for statements made otherwise than in the Information Memorandum/ Disclosure Document or any other material issued by or at the instance of the Company and anyone placing reliance on any source of information other than this Information Memorandum/ Disclosure Document would be doing so at his own risk. DISCLAIMER OF THE STOCK EXCHANGE It is to be distinctly understood that filing of this Information Memorandum/ Disclosure Document with the Stock Exchange should not, in any way, be deemed or construed that the same has been cleared or approved by the Stock Exchange. The Stock Exchange does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue is proposed to be made, or for the correctness of the statements made or opinions expressed in this Information Memorandum/ Disclosure Document. ISSUE OF DEBENTURES IN DEMATERIALISED FORM The Debentures will be issued in dematerialized form. The necessary arrangements are being made with the Depositories for the issue of the Debentures in dematerialized form. Investors will have to hold the Debentures in dematerialized form as per the provisions of Depositories Act. The Company shall take necessary steps to credit the Debentures allotted to the depository account of the Investor.


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DISCLAIMER RELATING TO LISTING The Debentures are proposed to be listed on the Wholesale Debt Market segment of the BSE. The Company shall comply with the requirements of the listing agreement to the extent applicable to it on a continuous basis and shall complete all formalities relating to listing of the Debentures. TRUSTEE'S DISCLAIMERS IL&FS has given its written consent for its appointment as debenture trustee to the Issue under Regulation 4(4) of the SEBI Regulations and inclusion of its name in the form and context in which it appears in this Information Memorandum/ Disclosure Document. DISCLAIMER CLAUSE OF RATING AGENCY Brickworks 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. Brickworks has based its ratings on information obtained from sources believed by it to be accurate and reliable. Brickworks does not, however, guarantee the accuracy, adequacy or completeness of any information and is not responsible for any errors or omissions or for the results obtained from the use of such information. Most entities whose bank facilities/ instruments are rated by Brickworks have paid a credit rating fee, based on the amount and type of bank facilities/ instruments. The rating may undergo change in case of withdrawal of capital or the unsecured loans brought in by the promoters in addition to the financial performance and other relevant factors. CAUTIONARY NOTE No person including any employee of the Company has been authorized to give any information or to make any representation not contained in this Information Memorandum/ Disclosure Document. Any information or representation not contained herein must not be relied upon as having being authorized by or on behalf of the Company. Neither the delivery of this Information Memorandum/ Disclosure Document at any time nor any statement made in connection with the offering of the Debentures shall under the circumstances imply that any information/ representation contained herein is correct at any time subsequent to the date of this Information Memorandum/ Disclosure Document. The distribution of this Information Memorandum/ Disclosure Document and the offer, sale, pledge or disposal of the Debentures may be restricted by law in certain jurisdictions. This Information Memorandum/ Disclosure Document does not constitute an offer to sell or an invitation to subscribe to the Debentures in any jurisdiction to any person to whom it is unlawful to make such offer or invitation in such jurisdiction. Persons into whose possession this Information Memorandum/ Disclosure Document comes are required by the Company to inform themselves about and observe any such restrictions. The sale or transfer of these Debentures outside India may require regulatory approvals in India, including without limitation, the approval of the RBI.


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SECTION II: ISSUER PROFILE

A. GENERAL INFORMATION A. NAME & ADDRESS OF THE REGISTERED OFFICE OF THE ISSUER

Vishwaroop Developers Private Limited Address: 13/14, Solitaire, Central Avenue Road,

Opp. Rose Manor School, Santacruz (West), Mumbai - 400054 Address of Corporate Office

ONE BKC, A Wing 1401, Plot No. C-66, G Block, Bandra Kurla Complex, Bandra (East), Mumbai - 400051

B. BOARD OF DIRECTORS

DIN Name of Director Address DESIGNATION DATE OF

APPOINTMENT

00390438 Sanjay Chhabria 13/14, Solitaire Central Avenue Road, Opp. Rose Manor School, Santacruz (W), Mumbai -400054

Director 13/11/2014

01556210 Ritu Chhabria 13/14, Solitaire Central Avenue Road, Opp. Rose Manor School, Santacruz (W), Mumbai -400054

Director 13/11/2014

00028132 Rahul Shah 1201/1202 Sumer Heights, K M Munshi Marg, Chowpatty, Mumbai - 400007

Director 21/05/2015

07187531 Vidhi Shah 1201/1202 Sumer Heights, K M Munshi Marg, Chowpatty, Mumbai - 400007

Director 21/05/2015

C. COMPLIANCE OFFICER

Mr. Ujjval Desai Tel No.: 022-33965700 Address: ONE BKC, A – Wing, 1401, Plot No. C-66, BKC, Bandra (West),

Mumbai – 400 051. E-mail id: [email protected] ; [email protected]

Investors can contact the Compliance Officer in case of any Pre-Issue or Post-Issue related problems such as non-receipt of letters of allotment, if any, etc. in the respective beneficiary account or refund orders, etc.


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D. AUDITORS

Rohira Mehta & Associates Address: B-202, 2nd Floor, Grand Bella Vista, Near Jari Mari Temple, S. V. Road, Bandra (West), Mumbai – 400050. Tel No. : 022-42084500 Fax No.: 022-42084501 Website: www.rohiramehta.com

B. BRIEF SUMMARY OF THE BUSINESS/ACTIVITIES OF THE COMPANY & ITS LINE OF BUSINESS

Vishwaroop Developers Private Limited is a real estate development and construction company

which is engaged in developing residential and commercial spaces. The main business activities of the company are :-

Real Estate Services Construction & developing infrastructure The Issuer does not have any branches or units. (b) Brief history of the Company since its incorporation and changes in its capital structure and

borrowings, if any.

The company was incorporated on 13.11.2014. The Company is a real estate development and construction company which is engaged in developing residential and commercial spaces The details of Shareholdings are stated below:

(c) Capital Structure of the Company as at 09-07-2015 :

Share Capital Amount (Rs.)

A. Authorized Capital

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

B. Issued, Subscribed and Paid-up Capital


C. Paid Up Capital after the present issue of Debentures



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(d) Details of the changes in the share capital structure of the Company since inception are given below:

History of Authorized Share Capital

Sr. No Date Particulars Authorized Capital (In Rs.)

1. November, 13, 2014 Incorporation Rs. 1,00,000/- divided into 10,000 Equity Shares of Rs. 10/- each.

2. June 29, 2015 Increase in Authorized Share Capital

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

History of Issued, Subscribed and Paid-Up Capital:

Sr. No

Event Nature

Date

No. of shares

Face Value per

share

Amount (In Rs.)

1.

Allotment to the subscribers to Memorandum & Articles of Association of the Company

Equity 13.11.2014 10,000 10 1,00,000

2. Issue and Allotment of Shares

Equity 02.07.2015 99,90,000 10 9,99,00,000

Name of Shareholders Shares Held

FV Per Share

Total FV

%

Mr. Sanjay Chhabria 37,50,000 10 3,75,00,000 37.5%

Mrs. Ritu Chhabria 12,50,000 10 1,25,00,000 12.5%

Mr. Rahul Shah 19,00,000 10 1,90,00,000 19% Mrs. Pavan Shah 19,00,000 10 1,90,00,000 19%

Mrs. Vidhi Shah 12,00,000 10 1,20,00,000 12%

TOTAL 1,00,00,000

10,00,00,000

100

(e) Management of the Issuer

As per the Articles of Association, the Issuer is required to have not less than 2 and not more than 12 Directors.


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Details of the Directors of the Issuer Details of the current Directors of the Issuer*

Sr. No.

Name and Designation of Directors (DIN)

Occupation Address Director of the Issuer since

1. Mr. Sanjay Chhabria, Director DIN :- 00390438

Business 13/14, Solitaire Central Avenue Road, Opp. Rose Manor School, Santacruz (W), Mumbai -400054

13.11.2014

2. Mrs. Ritu Chhabria, Director DIN :- 01556210

Business 13/14, Solitaire Central Avenue Road, Opp. Rose Manor School, Santacruz (W), Mumbai -400054

13.11.2014

3. Mr. Rahul Shah, Director DIN :- 00028132

Business 1201/1202 Sumer Heights, K M Munshi Marg, Chowpatty, Mumbai- 400007

21.05.2015

4. Mrs. Vidhi Shah, Director DIN :- 07187531

Business 1201/1202 Sumer Heights, K M Munshi Marg, Chowpatty, Mumbai- 400007

21.05.2015

Names of current directors who are appearing in the RBI defaulter list and/or ECGC default list, if any: None of our Promoters or Directors have been declared as a willful defaulter by the RBI or any other governmental authority and there are no violations of securities laws committed by our Promoters in the past or are pending against them. None of our Promoters or Directors or persons in control of our Company have been (i) prohibited from accessing the capital markets under any order or direction passed by SEBI or any other authority or (ii) refused listing of any of the securities issued by such entity by any stock exchange, in India or abroad. Details of change in directors since last three years

Name Date of Appointment/ Resignation

Director of the Issuer Since (In case of

resignation)

Remarks

Mr. Rahul Shah 21-05-2015 N.A. NIL Mrs. Vidhi Shah 21-05-2015 N.A. NIL


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C. MANAGEMENT PERCEPTION OF RISK FACTORS

We are dependent on the performance of, and the conditions affecting, the real estate market in general and specifically in and around the city of Mumbai, where our Company has its significant presence. Any volatility in Housing or Real Estate Market prices and real estate financing may have an adverse impact on our business and growth strategies. The success of our business is dependent on our ability to anticipate and respond to customer requirements both in terms of type and location of our properties. If we fail to anticipate and respond to customer requirements, we could lose potential customers to competitors, which in turn could adversely affect the business prospects and results of operations of our Company. There may be delays and cost overruns in relation to our projects. We face intense competition in our business and may not be able to compete effectively. We are dependent on various sub-contractors or specialist agencies to construct and develop our projects. Significant increases in prices or shortages of building materials could harm our results of operations. The enhanced supervisory and compliance environment in the sector may increase the risk of regulatory action. Natural Calamities could adversely affect the economy and our business.

SECTION III: FINANCIAL INFORMATION A. DETAILS OF DEFAULT, IF ANY

Including therein the amount involved, duration of default and present status of repayment Sr.No. Description Details of Default

Amount in Default

Duration Present status

1. Statutory Dues Nil 2. Debentures and Interest thereon Nil 3. Deposits and Interest thereon Nil 4. Loan from any Bank or Financial

Institution and Interest thereon Nil


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B. FINANCIAL STATEMENT

PROVISIONAL BALANCE SHEET AS AT 31st MARCH 2015

(All amounts in Rupees, unless otherwise stated)

Note

As at

31st March 2015

Equity and liabilities

Shareholders' funds

Share capital 3 100,000

Reserves and surplus 4 (67,289)

Non-current liabilities

Long-term borrowings 5 5,287,529

Current liabilities

Trade payables 6 5,618

Other current liabilities 7 470,768

Total 5,796,626

Assets

Non-current assets

Fixed Assets

Tangible assets -

Long-term loans and advances 0 -

Current assets

Inventories 8 4,705,882

Cash and bank balances 9 17,416

Short-term loans and advances 10 1,058,328

Other current assets 11 15,000

Total 5,796,626


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PROVISIONAL STATEMENT OF PROFIT AND LOSS AS AT 31st MARCH 2015

(All amounts in Rupees, unless otherwise stated)

Note

Period ended 31st March 2015

Income Revenue from operations - Total -

Expenses

Cost of Construction 11 - Other expenses 12 67,289

Total expenses 67,289

Loss before tax (67,289)

Tax expenses Current tax -

Net Loss for the year (67,289)


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C. DETAILS OF PROJECT COST AND MEANS OF FINANCING FOR THE PROJECT :

The estimated project cost is approximately Rs.3,900 Crores (Rupees Three Thousand Nine Hundred Crores). The project is proposed to be financed through internal accruals including advances from sales, promoter contributions and debt from external sources.

D. DETAILS OF PAST BORROWINGS

Loan Amount (Rs.)

Secured Loans 150,00,00,000

Unsecured Loans

From Body Corporate NIL

From Others 52,62,87,529

Application Money for Non-Convertible Debentures NIL

Unsecured Debentures Issued and Allotted by the Company as of 09-07-2015

NIL

E. CORPORATE GUARANTEES

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 Nil Details of Commercial Papers:- Nil Details of other borrowing (if any including hybrid debt like FCCB, Optionally Convertible Debentures / Preference Shares) as on the date of the Offer Letter: Nil Details of all default/s and/or delay in payments of interest and principal of any kind of term loans, debt securities and other financial indebtedness including corporate guarantee issued by the Issuer, in the past 5 years : N.A Profits of the Issuer, before and after making provision for tax, for the three financial years immediately preceding the date of circulation of the Offer Letter N.A Dividends declared by the Issuer in respect of the said three financial years; interest coverage ratio for last three years (Cash profit after tax plus interest paid/interest paid) N.A


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Any change in accounting policies during the last three years and their effect on the profits and the reserves of the Issuer N.A Debt Securities issued (i) for consideration other than cash, whether in whole or part. (ii) at a premium or discount, or (iii) in pursuance of an option The Company till date has not issued any debt securities for consideration other than cash or discount or premium in pursuance of an option.

F. MAJOR EQUITY / DEBT HOLDERS

Details of shareholders and top 10 shareholders of each kind of securities of the Company as on 09-07-2015 Equity Shares :

Name of the Shareholder No. of Shares Held Percentage of shareholding

Mr. Sanjay Chhabria 37,50,000 37.5%

Mrs. Ritu Chhabria 12,50,000 12.5% Mr. Rahul Shah 19,00,000 19% Mrs. Pavan Shah 19,00,000 19% Mrs. Vidhi Shah 12,00,000 12%

Total 1,00,00,000

100%

Debenture holders of the Company Non-Convertible Debentures (NCDs): N.A.

G. DEBT – EQUITY RATIO

Particulars Ratio Prior to the current Issue (as at 09-07-2015) 1: 0.045

Post the current Issue (as at July 2015)

1: 0.15

H. DETAILS OF ANY ACQUISITION OR AMALGAMATION IN THE LAST ONE YEAR

Nil

I. DETAILS OF REORGANIZATION OR RECONSTRUCTION IN THE LAST ONE YEAR

Nil


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J. SERVICING OF EXISTING DEBT, PAYMENT OF DUE INTEREST ON DUE DATES ON TERM LOANS AND DEBT SECURITIES

There has been no default in payment of due interest and company is honoring its present commitments. The Company undertakes to discharge all liabilities in time and that there would be no default in payment of interest and principal amounts.

SECTION III: THE ISSUE

Instrument Rated, Taxable, Listed, Redeemable Non-Convertible Debenture(s) issued by the Issuer

Eligible Investors • Eligible financial institutions and insurance companies;

• Companies;

• Non-banking finance companies (NBFCs) and Residuary NBFCs;

• Mutual funds;

• Foreign institutional investors;

• Foreign portfolio investors as permitted under the Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2014; and

• Provident Funds, Gratuity, Superannuation and Pension Funds, subject to their investment guidelines.

Denomination of the Instrument/ Face Value

Rs 1,00,00,000/- per Debenture

Minimum Application and in multiples of ____ thereafter

1 (one) and multiples of 1(one) thereafter

Issue Price At Par

Issue schedule 5 (five) or more tranches

No. of Debentures 450 (Four Hundred & Fifty) Debentures

Tenor From and including the Deemed Date of Allotment until the Final Redemption Date.

Coupon 19% p.a. compounded quarterly as more specifically provided in the Debenture Documents.

Coupon Payment Date Last Business Day of each fiscal quarter

Coupon Type Quarterly

Issue Amount 450 Crores

Rating BBB- by Brickworks

Option to retain over-subscription amount

No. The issue is on private placement basis.


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Security 1. First ranking exclusive charge by way of English mortgage

created by Vishwaroop Developers Private Limited over all present and future right title, interest and benefits of the Issuer arising from the Property and in relation to the Development Agreement and the Project together with the all receivables of the Issuer and all rights to use common areas and facilities and incidentals attached thereto and transaction accounts of the Issuer pertaining to the Property. It shall not include the FSI generated from the Property over and above Saleable Area of 20,00,000 (Twenty Lakh) sq. ft. but not exceeding Saleable Area of 2,00,000 (Two Lakh) sq. ft. The Debenture Trustee shall identify the saleable area forming part of the Excluded Saleable Area after obtaining due approvals for development of such saleable area being greater than 20,00,000 (Twenty Lakh) sq. ft.

2. First ranking exclusive charge by way of English mortgage created by Sumer Buildcorp Private Limited on all present and future right title, interest of Sumer Buildcorp Private Limited in the Property, its receivables pertaining to the Property (other than those mentioned in 5 below) and all accounts opened by it relation to such receivables.

3. First ranking exclusive charge with escrow on the cash flows/ receivables of the Issuer from Project/Property.

4. Personal Guarantees of Mr. Sanjay Chhabria and Mr. Rahul Shah.

5. First ranking exclusive hypothecation with escrow on the cash flows/receivables by Sumer Buildcorp Pvt Ltd from sale of the carpet area of 1,07,826 sq. ft. on the Property with 120 (one hundred and twenty) parking spaces in basement/podium and/or the parking floor/tower A/B/C as detailed in the Development Agreement.

6. Pledge of 87.5% or more shares of the Issuer

7. Undated cheques from the Issuer to cover all scheduled interest and principal payments

Redemption 9 equal successive quarterly instalments starting from the end of September, 2017 till 30th September, 2019

Redemption Price The NCDs will redeem at a Par.

Final Redemption Date 30th September, 2019 or earlier in the event of prepayment

Interest Frequency Quarterly


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Default Interest Rate 3% (three per cent) per annum, payable immediately, in case

the relevant Default is cured within 3 (three) days; and (ii) 6% (six per cent) per annum payable immediately, in case the relevant Default is not cured within 3 (three) days.

Default Interest shall be payable in addition to the Interest Rate every quarter on the last business day of each quarter.

Mode of Placement Private Placement

Dematerialized Yes

Listing The Non-Convertible Redeemable Debentures (NCDs) are proposed to be listed on Wholesale Debt Segment (WDM) of The Bombay Stock Exchange Limited, Mumbai (BSE).

The NCDs shall be listed within 15 (fifteen) days from Deemed Date of Allotment.

Market Lot Size The minimum lot size for trading of the NCDs on the Stock Exchange is proposed to be one Debenture.

Day Count Basis Actual / Actual

Business Days Mumbai

Purpose/Objects of the Issue Our Company intends to utilize the Issue Proceeds for the following objects:

The funds will be raised tranche-wise and utilized for the purpose set out against the respective tranche:

Sr. No.

Tranches Purpose

1. Tranche I Refinancing of existing loan given by Yes Bank to Sumer Buildcorp Pvt Ltd in relation to the Project.

2. Tranche II Meeting tenant related costs relating to the Project.

3. Subsequent Tranches Meeting tenant related costs relating to the Project and approvals and construction cost for the Project.


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Seniority The NCDs shall have seniority over subordinate debts taken and/or to be taken by the Company.

Mandatory Redemption The Debenture Holders shall have the right to withdraw surplus funds for utilizing such amount for redemption of the NCDs without payment of any prepayment premium, as more particularly specified in the Debenture Documents.

Illegality If at any time it becomes or will become unlawful or contrary to any regulation in any applicable jurisdiction for a Debenture Holder to perform any of its obligations under the Debenture Documents, the Company shall mandatorily pay all outstanding debenture payments (including any accrued but unpaid interest) as per the Debenture Documents.

Subordination The present and future subordinated claims as permitted under the Debenture Documents shall until full and complete redemption of the NCDs be subordinated to the NCDs on such terms and conditions as per the Debenture Documents.

Permission /Consent For First Pari-Passu Charge In the event any permission / consent is required to be obtained, the same shall be done prior to the creation of the security.

Discount / Effective Price To Investor

The Debentures have been issued at face value and no discount has been offered on the Debenture.


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SECTION IV: MATERIAL CONTRACTS, AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER

Our Company, in the ordinary course of its business, enters into various agreements, including loan agreements and joint venture agreements, which may contain certain financial obligations and/or provisions which may have an impact on its financial condition. Such contracts or agreements may be inspected at the Registered Office of the Issuer from 10.00am to 1.00pm on all working days. Material Documents:

1) Copy of the letter from Purva Sharegistry (India) P L to the Company giving their consent to act as the Registrar and Transfer Agent to the issue.

2) Copy of letter from ITCL to the Company giving their consent to act as Debenture Trustee to the issue.

3) Debenture Trust Deed to be executed with ITCL. 4) Memorandum of Association and Articles of Association of the Company, as amended from time

to time 5) Copy of Certificate of Incorporation of the Company dated November 13, 2014 6) Certified True Copy of the Resolution empowering the Board of Directors dated 03-07-2015 for

the issuance of debentures and empowering other related matters. 7) Un-Audited Accounts of the Issuer for the period July 3, 2015. 8) Certified true copy of the resolution passed by the Members of the Issuer on 2nd July, 2015 under

Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 9) In-principle approval from the Stock Exchange dated 09-07-2015 10) Credit rating letter from Brickwork Rating India Private Limited dated 3rd July, 2015

SECTION V: MATERIAL EVENTS Any material event/development or change at the time of issue or subsequent to the issue which may affect the issue or the investor’s decision to invest/continue to invest in the debt securities: In the opinion of the Company, except the general market risks, there have been no circumstances that materially and adversely affect or are likely to affect the business of the Issuer or the value of its assets or its ability to pay its liabilities, within the next twelve months.

SECTION VI: DEBENTURE TRUSTEE

The Company has appointed IL&FS Trust Company Limited (IL&FS) as the Debenture Trustee. All the rights and remedies of the Debenture holders shall vest in and shall be exercised by the Debenture Trustee without referring to the Debenture holders. All investors are deemed to have irrevocably given their authority and consent to IL&FS Trust Company Limited to act as their debenture trustee and for doing such acts and signing such documents to carry out their duty in such capacity. Any payment by the Company to the Debenture Trustee on behalf of the Debenture holders shall discharge the Company pro tanto to the Debenture holders. Resignation/retirement of the Debenture Trustee shall be as per terms of the trust deed to be entered into between the Company and the Debenture Trustee. A notice in writing to the Debenture holders shall be provided for the same.


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The Debenture Trustee shall duly intimate the Debenture holders on occurrence of any of the following events: (a) default by the Company to pay interest on the Debentures or redemption amount; (b) failure of the Company to create a charge on the assets for the secured Debentures if any; (c) revision of credit rating assigned to the Debentures. IL&FS has given its written consent for its appointment as debenture trustee to the Issue under Regulation 4(4) of the SEBI Regulations and inclusion of its name in the form and context in which it appears in this Information Memorandum/ Disclosure Document In case of any contradiction between this Information Memorandum / Disclosure Document and the Transaction Document/(s) to be signed / already signed with the Debenture Trustee (IL&FS), the contents of the latter shall prevail. Procedure and Time of Schedule for Allotment and Issue of Certificates The Debentures under this offer have already been allotted by such persons as are authorized by the Board from time to time by way of a Letter of Allotment. After completion of all legal formalities, the Company will issue the Debentures certificate(s)/credit the DP account of the allottees against surrender of the letter(s) of Allotment within three month(s) of the Date of Allotment or such extended period, subject to obtaining the approvals, if any. Basis of Allotment The Company has the sole and absolute right to allot the Debentures to any applicant. Dispatch of Refund Orders if any The Company shall ensure dispatch of refund orders by registered post. Loss of Interest Cheques/Refund Cheques, if any Loss of interest cheques/refund cheques should be intimated to the Company along with request for duplicate issue. The issue of duplicates in this regard shall be governed by applicable law and any other conditions as may be prescribed by the Company. Interest on Application Money Wherever applicable, interest at applicable coupon rate will be paid on the application money to the applicants. Such interest will be paid for the period commencing from the date of realization of the cheque(s)/demand drafts (s) up to but excluding the Date of Allotment. The interest payable on application money will be dispatched by registered post/courier the next Working Day after the Date of Allotment. The letters of Allotment/Allotment advice/refund orders, as the case may be, will be sent by registered post/courier/hand delivery within seven days from the Date of Allotment to the first/sole applicant, at the sole risk of the applicant. The payment will be subject to tax deducted at source at the rates prescribed under the provisions of the IT Act or any other statutory modification or re-enactment thereof.


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Computation of interest Interest for each of the interest periods shall be computed on Actual/Actual day count basis, on the principal outstanding on the Debentures at the coupon rate from the Date of Allotment or the last Coupon Payment Date. Interest at the coupon rate will be paid only to the Debenture holders registered in the Register of Debenture holders or to the Beneficial Owners. Such interest will be paid quarterly on the last business day of each quarter as more particularly set out in the Debenture Documents. In the case of joint holders of Debentures, interest shall be payable to the first named Debenture holder. For the purpose of registering a transfer of Debentures prior to the Record Date, the Debenture certificate(s)/letter(s) of the Allotment, a duly stamped transfer deed and all supporting documents must reach the Company at its Registered Office at least seven Working Days before the Record Date. The provisions of the Depositories would be compiled by the Registrar for facilitating interest payment by the Company on the Coupon Payment Date. Tax as applicable under the IT Act or any other statutory modification or re-enactment thereof will be deducted at source on the interest payable on the Debentures. Tax exemption certificate/document/form, under Section 193 of the IT Act if any, must be lodged at the Registered Office of the Issuer, at least 15 days before the relevant interest payment becoming due. Payment on Redemption Payment of the redemption amount (including redemption premium, if any as decided by the Debenture holder & the Company) of the Debentures, on maturity or in case of early repayment for full amount or part thereof, will be made by our Company to the beneficiaries as per the beneficiary list provided by the Depositories as on the Record Date. The Debentures shall be taken as discharged on payment of the redemption amount by our Company to the beneficiaries as per the beneficiary list. Such payment will be a legal discharge of the liability of our Company towards the Debenture holders. On such payment being made, our Company will inform the Depositories and accordingly the account of the Debenture holders with Depositories will be adjusted. Our Company’s liability to the Debenture holder in respect of all their rights including for payment or otherwise shall cease and stand extinguished after the maturity date or any such date as may be decided by the Debenture holder and the Company , in all events save and except for the Debenture holder’s right of redemption as stated above. Upon dispatching the payment instrument towards payment of the redemption amount as specified above in respect of the Debentures, the liability of our Company shall stand extinguished. Splitting and Consolidation Splitting and consolidation of the Debentures is not applicable in the dematerialised mode form since the saleable lot is one Debenture. Succession In the event of demise of a Registered Debenture holder, or the first holder in the case of joint holders, the Company will recognize the executor or administrator of the demised Debenture holder or the holder of succession certificate or other legal representative of the demised Debenture holder as the Registered Debenture holder of such Debentures, if such a person obtains probate or letter of administration or is the holder of succession certificate or other legal representation, as the case may be, from a court in India


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having jurisdiction over the matter and delivers a copy of the same to the Company. The Company may in its absolute discretion, where it thinks fit, dispense with the production of the probate or letter of administration or succession certificate or other legal representation, in order to recognize such holder as being entitled to the Debentures standing in the name of the demised Debenture holder(s) on production of sufficient documentary proof or indemnity. In case a person other than individual holds the Debentures, the rights in the Debentures shall vest with the successor acquiring interest therein, including liquidator or such any person appointed as per the applicable law. Eligible Holders and Mode of Transfer/ Transmission of Debentures Since the Debentures are allotted in Electronic Form the necessary transfer / transmission process will be undertaken electronically by the Debenture Holders. Notices The Company agrees to send notice of all meetings of the Debenture holders specifically stating that the provisions for appointment of proxy as mentioned in Section 176 of the Companies Act shall be applicable for such meeting. The notices, communications and writings to the Debenture holder(s) required to be given by the Company shall be deemed to have been given if sent by registered post to the Registered Debenture holder(s) at the address of the Debenture holder(s) registered with the Registered Office. All notices, communications and writings to be given by the Debenture holder(s) shall be sent by registered post or by hand delivery to the Company at its Registered Office or to such persons at such address as may be notified by the Company from time to time and shall be deemed to have been received on actual receipt of the same. Rights of Debenture holders The Debenture holder(s) shall not be entitled to any right and privileges of shareholders other than those available to them under the Companies Act and /or under the Transaction Document/(s).The Debentures shall not confer upon the holders the right to receive notice(s) or to attend and to vote at any general meeting(s) of the shareholders of the Company. Effect of Holidays Should the interest date fall on a day which is not a Business Day, the preceding working day shall be considered as the effective date(s) for that payment. If the redemption date falls on a day which is not a Business Day, the preceding working day shall be considered as effective date for that payment. .

Tax Deduction at Source

Tax as applicable under the IT Act or any other statutory modification or re-enactment thereof will be deducted at source on the interest payable on the Debentures. Tax exemption certificate/document/form, under Section 193 of the IT Act if any, must be lodged at the Registered Office of the Issuer, at least 15 days before the relevant interest payment becoming due.


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Record Date

The record date shall be 5 (Five) working days before each relevant payments (interest, principal repayments, redemption premium etc.) for determining the beneficiaries of the Debentures.

SECTION VII: LEGAL AND OTHER INFORMATION

A. LITIGATION Details of any litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any promoter of the offeree company during the last three years immediately preceding the year of the circulation of the offer letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed – NIL B. INTERESTED PARTY TRANSACTIONS Any financial or other material interest of the directors, promoters or key managerial personnel in the offer and the effect of such interest in so far as it is different from the interests of other persons The Company has entered into a Development Agreement with Sumer Buildcorp Private Limited for developing the Property on the terms and conditions and for the consideration as stated therein.

C. RELATED PARTY TRANSACTIONS During the last three financial years immediately preceding the year of circulation of offer letter including with regard to loans made or, guarantees given or securities provided - NIL D. REMUNERATION OF DIRECTORS During the current year and last three financial years - NIL E. QUALIFICATIONS Summary of reservations or qualifications or adverse remarks or auditors in the last five financial years immediately preceding the year of circulation of offer letter and of this impact in the financial statements and financial position of the Company and the corrective steps taken and proposed to be taken by the Company for each of the said reservations or qualifications or adverse remark. - NIL F. INQUIRIES OR INVESTIGATIONS Details of any inquiry, inspections or investigations initiated or conducted under the Companies Act or any previous company law in the last three years immediately preceding the year of circulation of offer letter in the case of company and all of its subsidiaries. Also if there were any prosecutions filed (whether pending or not) fines imposed, compounding of offences in the last three years immediately preceding the year of the offer letter and if so, section-wise details thereof for the company and all of its subsidiaries – NIL


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G. FRAUD Details of acts of material frauds committed against the company in the last three years, if any, and if so, the action taken by the company – NIL H. OTHER DETAILS

i. DRR creation: The Issuer will maintain the debenture redemption reserve as per section 71(4) of the Companies Act, 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules, 2014 and circulars issued by Central Government in this regard. ii. Issue/instrument specific regulations - relevant details (Companies Act, RBI guidelines, etc). Issue Issue of the Debentures of the face value Rs. 1,00,00,000 each, aggregating to Rs. 450,00,00,000 in multiple Tranches on a private placement basis not open for public subscription. The Debentures issued by the Issuer shall be secured. Compliance with laws The Issue of Debentures is being made pursuant to Section 42 of the Companies Act, 2013, Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, relevant provisions of the Companies Act, 1956, the SEBI Debt Regulations, Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993, as amended and other applicable laws in this regard. As per paragraph 8 of the circular CIR/IMD/FIIC/18/2010 dated November 26, 2010, SEBI has allowed FIIs to invest in ‘to be listed’ debt securities. Also, as per A.P. (DIR Series) Circular No. 89 on 01 March, 2012 by RBI, SEBI registered FIIs/sub-accounts of FIIs can invest in primary issues of non-convertible debentures (NCDs/Bonds) only if listing of such NCDs/Bonds is committed to be done within 15 (Fifteen) days of such investment. In case the NCDs/Bonds issued to the SEBI registered FIIs / sub-accounts of FIIs are not listed within 15 (Fifteen) days of issuance to the SEBI registered FIIs / sub-accounts of FIIs, for any reason, then FII/sub-account of FII shall immediately dispose of these bonds/NCDs either by way of sale to a third party or to the issuer and the terms of offer to FII/Sub-accounts should contain a clause that the issuer of such debt securities shall immediately redeem/buy-back the said securities from the FII/sub-account of FII in such an eventuality. iii. Application Process How to apply Only ‘Eligible Investors’ as given hereunder may apply for the Debentures by completing the Application Form in the prescribed format in BLOCK LETTERS in English as per the instructions contained therein. The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the relevant 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


30

completed by the applicant. This is required for the applicant’s own safety and these details will be printed on the refund orders and/or redemption warrants. Payment instructions An Application Form must be accompanied by either demand draft(s) or cheque(s) drawn or made payable in favour VISHWAROOP DEVELOPERS PRIVATE LIMITED and crossed “Account Payee Only” that should be tendered through the Arranger. No cash will be accepted. 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 /Mumbai. The entire amount of INR 1,00,00,000 per Debenture is payable along with the making of an application. Applicants can alternatively remit the application amount through EFT/RTGS on the Pay-in Date, to the bank account of the Issuer as per the details mentioned in the Application Form. Submission of completed Application Form All applications duly completed accompanied by account payee cheques/ drafts/ application money/ transfer instructions from the respective investor’s account to the account of the Issuer, shall be submitted at the registered office. No payments may be made by deposit of cash. Who can apply Only the persons who are specifically addressed through a communication by or on behalf of the Company directly are eligible to apply for the Debentures. An application made by any other person will be deemed as an invalid application and rejected. In order to subscribe to the Debentures a person must belong to one of the categories mentioned below: Eligible financial institutions and insurance companies; Companies; Non-banking finance companies (NBFCs) and Residuary NBFCs; Mutual funds; Foreign institutional investors; Foreign portfolio investors as permitted under the Securities and Exchange Board of India

(Foreign Portfolio Investors) Regulations, 2014; and Provident Funds, Gratuity, Superannuation and Pension Funds, subject to their investment

guidelines. Application Procedure Potential Eligible Investors will be invited to subscribe by way of the Application Form prescribed in the Offer Letter during the period between the Issue Opening Date and the Issue Closing Date (both dates inclusive). 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 will be open for subscription during the banking hours on each day during the period between the Issue Opening Date and the Issue Closing Date (both dates inclusive). The Issuer also reserves the right to close the Issue at an earlier date upon the Issue being fully subscribed.


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Basis of Allotment Notwithstanding anything stated elsewhere, the Issuer reserves its full, unqualified and absolute right to accept or reject any application, in part or in full, without assigning any reasons thereof. Subject to the aforesaid, in case of over subscription, priority will be given to investors on a first come first serve basis. The investors will be required to remit the Paid-up Amount as well as submit the duly completed Application Form along with other necessary documents by the Deemed Date of Allotment. 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 all amounts payable to the Debenture Holder(s) through electronic transfer of funds or RTGS. Applications under Power of Attorney A certified true copy of the power of attorney or the relevant authority as the case may be along with the names and specimen signature(s) of all the authorized signatories of the investor and the tax exemption certificate/ document, if any, of the investor must be lodged along with the submission of the completed Application Form. Further modifications/ additions in the power of attorney or authority should be notified to the Issuer or to its agents or to such other person(s) at such other address(es) as may be specified by the Issuer from time to time through a suitable communication. In case of an application made by companies under a power of attorney or resolution or authority, a certified true copy thereof along with memorandum and articles of association and/ or bye-laws along with other constitutional documents must be attached to the Application Form at the time of making the application, failing which, the Issuer reserves the full, unqualified and absolute right to accept or reject any application in whole or in part and in either case without assigning any reason thereto. Names and specimen signatures of all the authorized signatories must also be lodged along with the submission of the completed application. PAN Number Every applicant should mention its Permanent Account Number (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 considered incomplete and are liable to be rejected. Issue Programme Availability Period for all Tranches :

180 days from Deemed Date of Allotment/Offer Open Date

Tranche I* 15-07-2015 22-07-2015 Tranche II* 15-07-2015 22-07-2015 Deemed Date of Allotment for Tranche I and Tranche II

15-07-2015**

*Any remaining unsubscribed amounts shall be offered for subscription in subsequent tranches within the Availability Period.


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** The Issuer reserves the right to change the Issue Program 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 Program. Depository Arrangements The Issuer shall make necessary depository arrangements with the Depositories for issue and holding of Debentures in dematerialised form. Debentures held in Dematerialised form The Debentures will be issued in dematerialised form within 2 working days from the Deemed Date of Allotment. The Issuer has made arrangements with the Depositories for the issue of Debentures in dematerialised form. The depository participant’s name, depository participant identification number and beneficiary account number must be mentioned at the appropriate place in the Application Form. The Issuer shall take necessary steps to credit the Debentures allotted to the depository account of the investor. Splitting and consolidation of the Debentures is not applicable in the dematerialised form since the saleable lot is one Debenture. Investors may note that subject to applicable law, the Debentures of the Issuer would be issued and traded in dematerialised form only. Procedure for Applying for Dematerialised Facility (a) The applicant must have at least one beneficiary account with any of the DP’s of the Depositories

prior to making the application. (b) The applicant must necessarily fill in the details (including the beneficiary account number and

DP - ID) appearing in the Application Form. (c) Debentures allotted to an applicant will be credited to the applicant’s respective beneficiary

account(s) with the DP. (d) For subscribing to the Debentures, names in the Application Form should be identical to those

appearing in the details with 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 the DP.

(e) Non-transferable allotment advice/refund orders will be directly sent to the applicant by the Registrar and Transfer Agent.

(f) If incomplete/incorrect details are given 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.

(g) For allotment of Debentures, the address, nomination details and other details of the applicant as registered with its DP shall be used for all correspondence with the applicant. The applicant is therefore responsible for the correctness of its demographic details given in the Application Form vis-a-vis those with its DP. In case the information is incorrect or insufficient, the Issuer would not be liable for the losses, if any.

(h) The redemption amount or other benefits would be paid to those Debenture Holders whose names appear on the list of beneficial owners maintained by the Registrar and Transfer Agent as on the Record Date. In case of those Debentures for which the beneficial owner is not identified in the records of the Registrar and Transfer 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 Registrar and Transfer Agent and its details are conveyed to the Issuer, whereupon the redemption amount and benefits will be paid to the beneficiaries, as identified.


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Modification of Debentures The terms and conditions of the Debentures may be modified by the debenture holders by a voting mechanism set out in the Debenture Trust Deed. There are thresholds (51%, 75% or 100%) which are to be met for the modification of different categories of the terms and conditions of the Debentures. Right to accept or reject Applications The Board reserves its full, unqualified and absolute right to accept or reject any application for subscription to the Debentures, in part or in full, without assigning any reason thereof. List of Beneficiaries The Issuer shall request the Depositories to provide a list of beneficiaries as at the end of the relevant Record Date. This shall be the list, which will be used for repayment of redemption monies, as the case may be. Trustee for the Debenture Holder(s) The Issuer has appointed IL & FS Trust Company Limited to act as trustee for the Debenture Holder(s). The Issuer and the Debenture Trustee entered into the Debenture Trust Deed inter alia, specifying the powers, authorities and obligations of the Debenture Trustee and the Issuer, as specified in section 14 of the Debenture Trust Deed. Any payment made by the Issuer to the Debenture Trustee on behalf of the Debenture Holder(s) shall discharge the Issuer pro-tanto to the Debenture Holder(s). No Debenture Holder shall be entitled to proceed directly against the Issuer unless the Debenture Trustee, having become so bound to proceed, fails to do so. The Debenture Trustee Agreement and Debenture Trust Deed shall more specifically set out rights and remedies of the Debenture Holders and the manner of enforcement thereof. The Debenture Trustee ipso facto does not have the obligations of a borrower or a principal debtor or a guarantor as to the monies paid/invested by investors for the Debentures. Sharing of Information The Issuer may, at its option, but subject to applicable laws, use on its own, as well as exchange, share or part with any financial or other information about the Debenture Holder(s) available with the Issuer, with its subsidiaries and affiliates and other banks, financial institutions, credit bureaus, agencies, statutory bodies, as may be required and neither the Issuer nor its subsidiaries and affiliates nor their agents shall be liable for use of the aforesaid information. Debenture Holder not a Shareholder The Debenture Holder(s) will not be entitled to any of the rights and privileges available to the shareholders of the Issuer. The Debentures shall not confer upon the Debenture Holders the right to receive notice(s) or to attend and to vote at any general meeting(s) of the shareholders of the Issuer.


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Notices Notices and communications will be sent in accordance with the provisions of the Debenture Trust Deed. Succession In the event of winding-up of a Debenture Holder, the Issuer will recognize the executor or administrator of the concerned Debenture Holder, or the other legal representative as having title to the Debenture(s). The Issuer shall not be bound to recognise 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 recognise such holder as being entitled to the Debenture(s) standing in the name of the concerned Debenture Holder on production of sufficient documentary proof or indemnity. Mode of Transfer/ Transmission of Debentures The Debentures shall be transferable freely to all classes of Investors. It is clarified that the Debentures are not intended to be held by any category of persons who are not Eligible Investors. Subject to the foregoing, the Debentures may be transferred and/or transmitted in accordance with the applicable provisions of the Companies Act, 2013. The provisions relating to transfer, transmission and other related matters in respect of shares of the Company contained in the Articles of Association of the Company and the Companies Act, 2013 shall apply, mutatis mutandis (to the extent applicable to debentures), to the Debentures as well. The Debentures held in dematerialised form shall be transferred subject to and in accordance with the rules/procedures as prescribed by depositories and the relevant depository participants of the transfer or transferee and any other applicable laws and rules notified in respect thereof. The transferee(s) should ensure that the transfer formalities are completed prior to the record date. In the absence of the same, interest will be paid/redemption will be made to the person, whose name appears in the register of Debenture Holders maintained by the Depositories. In such cases, claims, if any, by the transferees would need to be settled with the transferor(s) and not with the Company. Provided further that, nothing in this section shall prejudice any power of the Company to register as Debenture holder any person to whom the right to any Debenture of the Company has been transmitted by operation of law. The normal procedure followed for transfer of securities held in dematerialized form shall be followed for transfer of these debentures held in electronic form. The seller should give delivery instructions containing details of the buyer’s depository participant account to his depository participant. The Issuer undertakes that there will be a common transfer form / procedure for transfer of debentures. The Debentures shall be issued only in dematerialised form in compliance with the provisions of the Depositories Act, 1996 (as amended from time to time), any other applicable regulations (including of any relevant stock exchange) and these conditions. No physical certificates of the Debentures would be issued. The issue of the Debentures shall be made in dematerialised form. However, the Issuer will use a common transfer form for physical Debentures if at a later stage there, pursuant to a change in applicable law, is any holding in physical form due to the Depository giving any investor the option to rematerialise the Debentures.


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Effect of Holidays Should the interest date fall on a day which is not a Business Day, the preceding working day shall be considered as the effective date(s) for that payment. If the redemption date falls on a day which is not a Business Day, the preceding working day shall be considered as effective date for that payment. Letters of Allotment The Issuer shall issue a letter of allotment to each Debenture Holder on the Deemed Date of Allotment evidencing the Debentures allotted to it. The aforesaid letter of allotment shall be replaced with the actual credit of Debentures, in dematerialised form, within 2 (two) Business Days from the Deemed Date of Allotment. Deemed Date of Allotment All the benefits under the Debentures will accrue to the investor from the specified Deemed Date of Allotment for each Tranche. The Deemed Date of Allotment for Tranche I of the Issue is 15th July, 2015. The Issuer reserves the right to change the Deemed Date of Allotment at its sole discretion, without giving any reasons or prior notice. Record Date The record date for payment of interest amounts and repayment of redemption amounts shall be 5 (five) days prior to the relevant coupon payment date or the relevant date of redemption of such Debentures, as applicable. Refunds For applicants whose applications have been rejected or allotted in part, refund orders will be dispatched within 10 Business Days from the Deemed Date of Allotment of the Debentures. In case the Issuer has received money from applicants for Debentures in excess of the aggregate of the application money relating to the Debentures in respect of which allotments have been made, the Registrar shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess, if any. Tax Deduction at Source Tax as applicable under the Income Tax Act, 1961 will be deducted at source. Tax exemption certificate/document, under Section 195(3) or Section 197(1) of the Income Tax Act, 1961, if any, must be lodged at the office of the Company before the Record date. Tax exemption certificate for interest on application money, if any, should be lodged along with the Application Form. Payment on Redemption No action is required on the part of the Debenture Holder(s) for redemption purposes and the redemption proceeds will be paid by cheque/fund transfer/RTGS/EFT to those Debenture Holders whose names appear on the list of beneficiaries maintained by the Registrar and Transfer Agent. The names would be as per the Registrar and Transfer Agent’s records on the relevant Record Date fixed for the purpose of


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redemption. All such Debentures will be simultaneously redeemed through appropriate debit corporate action. Payments on each redemption date will be made by way of cheque(s)/ demand draft(s)/ credit through RTGS system/ funds transfer in the name of Debenture Holder(s) whose names appear on the list of beneficial owners given by the Depositories to the Issuer and the Registrar as on the Record Date. The Debentures shall be taken as discharged to the relevant extent on payment of the applicable (in full or in part, as applicable) redemption amount by the Issuer on the related redemption date to the registered Debenture Holder(s) whose name appears in the Register of Debenture Holder(s) on the relevant Record Date. Such payment will be a legal discharge of the liability of the Issuer towards the Debenture Holder(s). On such payment being made, the Issuer will inform the Depository and accordingly the account of the Debenture Holder(s) with the Depository will be adjusted. On the Issuer dispatching the amount as specified above in respect of the Debentures, the liability of the Issuer shall stand extinguished. Loss of Letter(s) of Allotment / Principal and Interest Payment Instruments Loss of Letter(s) of Allotment and/ or principal payment instrument / interest payment instrument should be intimated to the Company along with the request for issue of a duplicate Letter(s) of Allotment/ payment instrument(s). If any Letter(s) of Allotment/ payment instrument(s) is lost, stolen, or destroyed, then upon production of proof thereof, to the satisfaction of the Company and upon furnishing such indemnity, as the Company may deem adequate and upon payment of any expenses incurred by the Company in connection thereof, new Letter(s) of Allotment / payment instrument(s) shall be issued. A fee will be charged by the Company, not exceeding such sum as may be prescribed by law. Governing Law and the Jurisdiction of the Courts The Debentures are governed by and shall be construed in accordance with Indian law. Any dispute arising thereof will be subject to the non-exclusive jurisdiction of courts and tribunals in India and the Issuer irrevocably submits to and accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of those courts or tribunals.

SECTION VIII: OFFERING INFORMATION- REGULATORY DISCLOSURES (under the provisions of the SEBI (Issue and Listing of Debt Securities)Regulations 2008)

DISCLOSURES

A. DOCUMENTS SUBMITTED TO THE EXCHANGES:

The following documents have been / shall be submitted to BSE, along with the listing application: A. Memorandum of Association and Articles of Association and necessary resolution(s) for

issue and allotment of the debt securities; B. Provisional unaudited balance sheet and profit and loss statement as on 31st March, 2015

C. Statement containing particulars of, dates of, and parties to all material contracts and

agreements;


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D. Copy of the Board / Committee Resolution authorizing the borrowing and list of authorized

signatories.

E. An undertaking from the Issuer stating that the necessary documents for the creation of the charge, where applicable, including the Trust Deed would be executed within the time frame prescribed in the relevant regulations/act/rules etc and the same would be uploaded on the website of the Designated Stock exchange, where the debt securities have been listed, within five working days of execution of the same.

F. Any other particulars or documents that the recognized stock exchange may call for as it deems fit.

B. DOCUMENTS SUBMITTED TO THE DEBENTURE TRUSTEE:

The following documents have been / shall be submitted to Debenture Trustee:

A. Memorandum of Association and Articles of Association;

B. Certified true copies of all necessary board and shareholders resolution(s) for issue and

allotment of the NCDs, creation of securities pursuant thereto and all other ancillary corporate actions;

C. Term Sheet dated 3rd July, 2015; D. Copies of all security documents including (1) Deed of Hypothecation (2) Pledge Agreement

(3) Indenture of Mortgage (4) Deeds of Personal Guarantee; E. Credit Rating Letter; F. Valuation Report in respect of Mortgaged Properties; G. An undertaking to the effect that the Issuer would, till the redemption of the debt

securities, submit the details required to be submitted to the Trustee within the timelines as mentioned in Simplified Listing Agreement issued by SEBI vide circular No.SEBI/IMD/BOND/1/2009/11/05 dated May 11, 2009 as amended from time to time, for furnishing / publishing its half yearly/ annual result. Further, the Issuer shall within 180 days from the end of the financial year, submit a copy of the latest annual report to the Trustee and the Trustee shall be obliged to share the details submitted under this clause with all ‘Qualified Institutional Buyers’ (QIBs) and other existing debenture holders within two working days of their specific request.


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ANNEXURE 1: SUMMARY TERM SHEET

TERM SHEET

Issuer Vishwaroop Developers Private Limited, having its registered office at 13/14,

Solitaire Central Avenue Road, Opp. Rose Manor School, Santacruz (West), Mumbai 400 054

Facility Listed, Rated, Non-Convertible Debentures (“NCDs”) having a face value of Rs. 1,00,00,000 (Rupees One Crore only) per debenture.

Facility Amount Total Facility Amount Rs. 450 crores (Rupees Four Hundred and Fifty Crores) divided into tranches as follows:

Tranche 1: Rs. 150 crores to be used to refinance existing loan given by Yes Bank in relation to the Project

Tranche 2: Rs. 160 crores to be used to meet tenant related costs relating to the Project

Tranche 3: Rs. 50 crores to be used to meet tenant related costs relating

to the Project

Tranche 4: Rs. 50 crores to be used to meet tenant related costs relating to the Project

Tranche 5: Rs. 40 crores to be used to meet approvals and construction

cost for the Project Above Tranches shall be modified, if required, with mutual consent of both the parties, inter alia based upon availability of adequate cash flow and security at the time of each disbursement.

Obligors Issuer, Mr. Sanjay Chhabria, Mr. Rahul Shah and other security providers

Interest Rate The rate of interest applicable to the Facility shall be fixed at 19.00% per annum, compounded quarterly.

Interest Periods The interest payments for the quarter ended September, 2015 and December, 2015 shall be Rs.25 lakhs each. Subsequently, the balance interest payment from the date of disbursement till 31st March, 2016 shall be due and payable at the fixed coupon rate of 19%. Subsequently, interest shall be payable at the end of each successive financial quarter (i.e. 30th June, 30th September, 31st December, 31st March).

Default Interest 3% per annum over and above the Interest Rate to be charged on the entire outstanding amount of the respective Tranches, in case of an Event of Default which is remedied within 3 days of the due date.


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6% per annum over and above the Interest Rate to be charged on the entire outstanding amount of Facility , in case of an Event of Default with respect to the Facility, which is not remedied within 3 days from occurrence. Default Interest shall be payable every quarter on the last business day of each quarter.

Principal Repayment

Maturity Date shall be 30th September, 2019 9 equal successive quarterly instalments starting from the end of September, 2017

Principal Prepayment

Upto 12 months from the date of disbursement: The Issuer will not be allowed to pre-pay any part of the Facility Amount other than in case of ‘Surplus Prepayment’ from the cash flows charged to the Debenture Trustee with respect to the respective facility series, provided that the Issuer shall not prepay more than 75% of the disbursed amount in the first 12 months. After 12 months: Any prepayment will attract a Prepayment Premium of 3%, which shall be applicable on the principal amount pre-paid. The Prepayment Premium shall not apply in case of ‘Surplus Prepayment’ from the cash flows of Mortgaged Properties / cash flows charged to the Debenture Trustee. Provided further, if the Project gets additional approvals for saleable area of more than 1.6million square feet, thereby increasing need for additional funding, then no prepayment penalty shall apply after 15months from the date of Tranche A disbursement.

Security 1. First ranking exclusive charge by way of English mortgage created by

Vishwaroop Developers Private Limited over all present and future right title, interest and benefits of the Issuer arising from the Property and in relation to the Development Agreement and the Project together with the all receivables of the Issuer and all rights to use common areas and facilities and incidentals attached thereto and transaction accounts of the Issuer pertaining to the Property. It shall not include the FSI generated from the Property over and above Saleable Area of 20,00,000 (Twenty Lakh) sq. ft. but not exceeding Saleable Area of 2,00,000 (Two Lakh) sq. ft. The Debenture Trustee shall identify the saleable area forming part of the Excluded Saleable Area after obtaining due approvals for development of such saleable area being greater than 20,00,000 (Twenty Lakh) sq. ft.

2. First ranking exclusive charge by way of English mortgage created by Sumer Buildcorp Private Limited on all present and future right title, interest of Sumer Buildcorp Private Limited in the Property, its receivables pertaining to the Property (other than those mentioned in 5 below) and all accounts opened by it relation to such receivables.

3. First ranking exclusive charge with escrow on the cash flows/ receivables of the Issuer from Project/Property.

4. Personal Guarantees of Mr. Sanjay Chhabria and Mr. Rahul Shah.

5. First ranking exclusive hypothecation with escrow on the cash


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flows/receivables by Sumer Buildcorp Pvt Ltd from sale of the carpet area of 1,07,826 sq. ft. on the Property with 120 (one hundred and twenty) parking spaces in basement/podium and/or the parking floor/tower A/B/C as detailed in the Development Agreement..

6. Pledge of 87.5% or more shares of the Issuer

7. Undated cheques from the Issuer to cover all scheduled interest and principal payments

Conditions Precedent

Disbursement of funds under each tranche of facility shall be subject to completion of various conditions precedent mentioned in the definitive documents, to the satisfaction of the Debenture Trustee/ Subscribers. Conditions precedent to disbursement of funds in various tranches shall be as defined in the definitive documents

Conditions Subsequent

Conditions subsequent to disbursement of funds in various tranches shall be as defined in the definitive documents

Debenture Trustee IL&FS Trust Company Ltd

Escrow Agent Debenture Trustee

Escrow Bank HDFC Bank or as mutually agreed

Standard Covenants

Standard representations, warranties and covenants to apply

Governing Law The documents/agreements shall be governed by Indian Law

Dispute Resolution As mentioned in the Debenture Documents

For and on behalf of the Issuer :

Name : Mr. Ujjval Desai Designation: Authorised Signatory Date : 09-07-2015 Place : Mumbai


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ANNEXURE 2: CREDIT RATING LETTER FROM BRICKWORKS


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ANNEXURE 3: CONSENT LETTER FROM DEBENTURE TRUSTEE


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ANNEXURE 4: APPLICATION FORM Registered office

Tel. No.: APPLICATION FORM FOR PRIVATE PLACEMENT OF NON-CONVERTIBLE

DEBENTURES (“Debentures”) TRANCHE TRANCHE I ISSUE OPENS ON [] ISSUE CLOSING ON 180 days from the Deemed Date

of Allotment/Offer Open Date

DATE OF APPLICATION [] Dear Sirs, We have received, read, reviewed and understood all the contents, terms and conditions and required disclosures in the private placement offer letter dated 09-07-2015. We have also done all the required due diligence (legal or otherwise) without relying upon the information contained in the private placement offer letter Now, therefore, we hereby agree to accept the Debentures mentioned hereunder or such smaller number as may be allocated to us, subject to the terms of the said private placement offer letter, this application form and the documents. We undertake that we will sign all such other documents and do all such other acts, if any, necessary on our part to enable us to be registered as the holder(s) of the Debentures which may be allotted to us. We authorise you to place our name(s) on the Register of Debenture holders of the Company that may be so allocated and to register our address(es) as given below. We note that the Company is entitled in their absolute discretion to accept or reject this application in whole or in part without assigning any reason whatsoever. Yours faithfully, For (Name of the Applicant) (Name and Signature of Authorised Signatory) The details of the application are as follows: DEBENTURES APPLIED FOR _______ Nominal value of INR per Debenture

FOR BANK USE ONLY Paid-up Amount (INR) (in figures)

Date of clearance of cheque

Paid-up Amount (INR) (In words)

PARTICULARS OF DP ID

RTGS/Cheque/Fund Transfer/ Demand Draft drawn on (Name of Bank and Branch)

Cheque/Demand Draft No./UTR No. in case of RTGS/ A/c no incase of FT

RTGS/Cheque/ Demand Draft/ fund transfer Date

DP Name DP ID No.

Client ID No. [Tax status of the Applicant (please tick one)]

1. Non Exempt 2. Exempt under Self-declaration Under Statute Certificate from I.T. Authority We apply as (tick whichever is applicable)


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PAYMENT PREFERENCE Company

APPLICANT’S NAME IN FULL: Tax payer’s PAN or GIR No. if allotted

IT Circle/ Ward/ District

MAILING ADDRESS IN FULL (Do not repeat name) (Post Box No. alone is not sufficient) Pin Tel Fax CONTACT PERSON NAME DESIGNATION TEL.NO. FAX NO. Email

TO BE FILLED IN BY THE APPLICANT Name of the Authorized

Signatory(ies) Designation Signature

……..………………… TEAR ….……………………… Regd office:

APPLICATION FORM FOR PRIVATE PLACEMENT OF NON CONVERTIBLE

DEBENTURES (To be filled by the Applicant) ACKNOWLEDGEMENT SLIP Received from _________________________________ an application for _____________ debentures under Series __ Address_______________________________________ cheque/ draft No.________________ dated _______________ _____________________________________________ Drawn on __________________________________________ _________________________________________ for Rs. (in figures)____________________________________ _______________ Pin Code ______________________ for Rs. (in words) ____________________________________ 1. Application must be completed in full BLOCK LETTERS IN ENGLISH except in case of

signature. Applications, which are not complete in every respect, are liable to be rejected. 2. Payments must be made by RTGS or cheque marked ‘A/c Payee only’ or bank draft drawn in

favour of “VISHWAROOP DEVELOPERS PRIVATE LIMITED”

Cheque Draft RTGS Payable at


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The RTGS details of the Issuer are as under: Beneficiary Name : Vishwaroop Developers Private Limited Main Escrow Account Beneficiary Account No: 08350350000790 Bank : HDFC Bank Limited Branch : Bandra East - Kalanagar Mumbai - Bandra (E) RNA Corporate Park,

Next To Collectors Office, Kalanagar, Bandra (East) Mumbai -400051 Maharashtra

Account Type : Escrow Account IFSC Code : HDFC0000835

3. Cheque or bank draft should be drawn on a scheduled bank payable at par. Money orders or postal orders will not be accepted. Payment shall be made from the bank account of the person subscribing. In case of joint holders, monies payable shall be paid from the bank account of the person whose name appears first in the application. No cash will be accepted.

4. The Original Application Form along with relevant documents should be forwarded to the Registered Office of the Issuer to the attention of Compliance Officer, on the same day the application money is deposited in the Bank. A copy of PAN Card must accompany the application.

5. In the event of the Debentures offered being over-subscribed, the same will be allotted on a first come first serve basis by the Issuer.

6. The Debentures shall be issued in demat form only and subscribers may carefully fill in the details of Client ID/ DP ID.

7. In the case of application made under Power of Attorney or by limited companies, following documents (attested by Company Secretary /Directors/Authorised Signatories) must be lodged along with the application or sent directly to the Issuer at its Registered Office to the attention of Compliance Officer along with a copy of the Application Form. a. Certificate of Incorporation and Memorandum & Articles of Association; b. Resolution of the Board of Directors and identification of those who have authority to

operate; or Power of attorney granted to its managers, officers, authorized persons or employees to transact business on its behalf (or in the case of application by a custodian on behalf of a SEBI registered FII, the power of attorney provided to the custodian);

c. Certificate of registration; d. PAN (otherwise exemption certificate by IT authorities); e. DP ID, Client ID, DP Name; f. Bank Account Details; and g. Tax Residency Certificate.

8. The attention of applicants is drawn to Sub-Section (1) of Section 38 of the Companies Act, 2013, which is reproduced below: Any person who:

(a) makes or abets making an application in a fictitious name to a company for acquiring, or subscribing for, its securities; or (b) makes or abets making of multiple applications to a company in different names or in different combinations of his name or surname for acquiring or subscribing for its securities; or (c) otherwise induces directly or indirectly a company to allot, or register any transfer of, shares therein, to him, or any other person in a fictitious name, shall be liable for action under Section 447 of the Companies Act, 2013.

9. The applicant represents and confirms that it has understood the terms and conditions of the Debentures and is authorised and eligible to invest in the same and perform any obligations related to such investment.


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ANNEXURE 5: BRIEF PROFILE OF THE MANAGEMENT Mr. Sanjay Chhabria, Director Mr. Sanjay Chhabria, aged 44 years, is the promoter of the Company and has over 22 years of experience in the Real Estate Industry. He is a B.Com graduate and has played a vital role in transforming the Wadhwa Group from one which undertook small residential projects to large organization undertaking high value, up-market projects. Mr. Chhabria has in-depth and hands on experience in all aspects of Real Estate Business he also chairs BKC Developers Forum which was set up under the aegis of MMRDA. Mr. Rahul Shah, Director Mr. Rahul Shah, aged 32 years, is a third generation entrepreneur. He holds a Masters in Business Administration. Mr. Shah is a visionary who believes in adapting to current market trends and needs. His entrepreneurial spirit led him to implement innovative methods for construction and marketing. He has exhaustive hands on experience in the Real Estate Industry.