KCPL Disclosure Document- April 11 revised · (as defined hereinafter) and, or, the Rustomjee...

1

KAPSTONE CONSTRUCTIONS PRIVATE LIMITED Registered Office: 702, Natraj, Western Expressway Highway, MV Road Junction, Andheri (E) 400 069

Tel. No.: 022 66766888; Fax No.: 022 66766999

DISCLOSURE DOCUMENT FOR THE PRIVATE PLACEMENT OF 300 (THREE HUNDRED) RATED

REDEEMABLE AND CUMULATIVE NON-CONVERTIBLE DEBENTURES OF FACE VALUE OF RS.1,00,00,000/-

(RUPEES ONE CRORE) EACH ("A SERIES DEBENTURES"), AT PAR, WITH MARKETABLE LOT OF ONE A

SERIES DEBENTURE FOR CASH AGGREGATING TO RS.300,00,00,000/- (RUPEES THREE HUNDRED CRORES

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

BACKGROUND

The A Series Debentures mentioned herein are not offered for sale or subscription to the public, but are being privately placed

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

hereinafter) is related to the A Series Debentures to be issued by Kapstone Constructions Private Limited (the "Issuer" or

"Company") on a private placement basis and contains relevant information and disclosures required for the purpose of issuing

of the A Series Debentures. The issue of the A Series Debentures comprised in the Issue and described under this Disclosure

Document has been authorized by the Issuer through a resolution passed by the board of directors of the Issuer on March 06,

2014 and in accordance with the provisions of the Act (as defined hereinafter). This Disclosure Document should not be treated

as an offer for sale or solicitation of an offer to buy the A Series Debentures as prescribed herein by any person who has not been

provided with a copy of this Disclosure Document. This Disclosure Document does not constitute an offer for sale or a

solicitation of an offer to buy the A Series Debentures as described herein from any person other than the person whose name

appears on the cover page of this Disclosure Document. No person other than such person, receiving a serially numbered copy of

this document may treat the same as constituting an offer to sell or a solicitation of an offer to buy the A Series Debentures.

GENERAL RISKS

Investors are advised to seek independent advise for compliance with applicable regulation of the Securities and Exchange Board

of India ("SEBI") for subscription of the A Series Debentures.

RISKS IN RELATION TO THE ISSUE

There has been no formal market for the securities of the Company. No assurance can be given regarding an active or sustained

trading in the securities of the Company or regarding the price at which the securities will be traded after listing.

ISSUER'S ABSOLUTE RESPONSIBILITY

The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms, that the information contained in this

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

Issue and that the information contained in this Disclosure Document is true and correct in all material respects and is not

misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other

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

such opinions or intentions misleading in any material respect and nothing material is concealed hereof.

CREDIT RATING

The A Series Debentures proposed to be issued by the Issuer have been rated by Brickworks Ratings India Private Limited

(pronounced as "Brickworks"). Brickworks has vide its letter dated March 13, 2014 affirmed a rating of 'BBB-' in respect of the

A Series Debentures. The rating is not a recommendation to buy, sell or hold the rated debt. Brickworks does not assume any

responsibility on its part for any liability that may arise consequent to the Issuer not complying with any eligibility criteria from

time to time for issuance of short term debt. The rating may be subject to suspension, revision or withdrawal at any time by the

assigning rating agency. The rating agencies have a right to revise, suspend or withdraw the rating at any time on the basis of new

information or unavailability of information or such circumstances which the Credit Rating Agency believes may have an impact

on its rating. For further details including in respect of the rationale for the credit rating, please refer to respective rating rationale.

LISTING

The A Series Debentures are proposed to be listed on the Wholesale Debt Market Segment ("WDM Segment") of the Bombay

Stock Exchange Limited.

2

ISSUE PROGRAMME

ISSUE OPENING DATE ISSUE CLOSING DATE DEEMED DATE OF ALLOTMENT

March 24, 2014* April 15, 2014* April 15, 2014*

* The Issuer reserves the right to change the Issue time table including the Deemed Date of Allotment (as defined hereinafter) at

its sole discretion, without giving any reasons or prior notice. The Issue will be open for subscription at the commencement of

banking hours and close at the closure of the banking hours.

DEBENTURE TRUSTEE REGISTRAR TO ISSUE

IL&FS TRUST COMPANY

LIMITED

IL & FS Trust Company Limited

The IL&FS Financial Centre, Plot

No. C-22, G-Block, Bandra Kurla

Complex, Bandra (East), Mumbai-

400051

www.itclindia.com

Phone number: +91 22 26533333

LINK INTIME INDIA PRIVATE

LIMITED

C-13, Pannalal Silk Mills, L.B.S.

Marg, Bhandup (West), Mumbai-

400078

3

TABLE OF CONTENTS

SECTION PARTICULARS PAGE

NOS SECTION - 1 DEFINITIONS & ABBREVIATIONS 04

SECTION - 2 DISCLAIMERS 14

SECTION - 3 REGULATORY DISCLOSURES 17

SECTION - 4 OTHER INFORMATION AND ISSUE PROCEDURE 40

SECTION - 5 DECLARATION 46

ANNEXURES

ANNEXURE - 1 TERMSHEET 47

ANNEXURE - 2 APPLICATION FORM 78

ANNEXURE - 3 CONSENT LETTER FROM THE A SERIES DEBENTURE

TRUSTEE

81

ANNEXURE - 4 CREDIT RATING LETTER 82

4

SECTION 1: DEFINITIONS & ABBREVIATIONS

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

meanings in this Disclosure Document:

General Terms

Term

Meaning

Issuer Kapstone Constructions Private Limited, a private limited company incorporated in

India and having its registered office at 702, Natraj, Western Express Highway,

MV Road Junction, Andheri (E), Mumbai 400 069 India.

"we", "us" and

"our"

Unless the context otherwise requires, the Issuer.

Issuer and Issue Related Terms

Term

Meaning

A Series Debentures The redeemable and cumulative non-convertible debentures of the

Company, which shall be rated, interest bearing and rupee denominated, of a

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

each;

A Series Debenture

Holders

Any Person who provides or contributes the Subscription Amounts (as

defined hereinafter) to the Company till such time as they hold the A Series

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

and from time to time, are the holders of the A Series Debentures and whose

names appear on the list of the beneficial owners given by the Registrar (as

defined hereinafter) to the Company;

A Series Debenture

Trustee

IL & FS Trust Company Limited or any other debenture trustee as may be

appointed by the A Series Debenture Holders from time to time.

A Series Debenture

Trustee Appointment

Agreement

The agreement dated March 18, 2014 entered into between the Company

and the A Series Debenture Trustee for the appointment of the A Series

Debenture Trustee as a trustee for the A Series Debenture Holders;

A Series Debenture

Trust Deed

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

the Promoters, RRPL and the A Series Debenture Trustee in relation to the

terms and conditions of the appointment of the A Series Debenture Trustee

and the terms and conditions for the issuance and allotment of the A Series

Debentures;

A Series DSA

Debenture subscription agreement dated March 8, 2014 executed amongst

the Promoters, the Company, RRPL and the A Series Debenture Holders for

the purposes of subscribing to the A Series Debentures, in accordance with

the terms thereof;

5

A Series Transaction

Documents

Collectively, the A Series Debenture Trust Deed, the A Series Debenture

Trustee Appointment Agreement, the A Series DSA, the Utilization Escrow

Agreement, the Personal Guarantee, the Corporate Guarantee 1, the

Corporate Guarantee 2, the Corporate Guarantee 3, the Distribution Escrow

Agreement, this Disclosure Document and any other document that may be

designated as an A Series Transaction Document mutually by the parties to

the A Series Debenture Trust Deed;

Act/ Companies Act

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

of India and currently in force), and the (Indian) Companies Act, 1956, to

the extent not repealed and replaced by the provisions of the (Indian)

Companies Act, 2013;

Allot/Allotment/

Allotted

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

Series Debentures pursuant to the Issue;

Application Form

The form used by an investor to apply for the subscription to the A Series

Debentures offered through this Issue and as set out in Annexure 2 hereto;

Approvals Shall have the meaning ascribed to such term in A Series Debenture Trust

Deed;

Approved Business

Plan

Shall have the meaning ascribed to such term in the A Series Debenture

Trust Deed;

Approved Instructions The written instructions/ approval of the Majority A Series Debenture

Holders (as defined hereinafter) obtained by email or in the Meeting of the

A Series Debenture Holders (as defined hereinafter);

Articles or Articles of

Association

Articles of Association of the Issuer and, or, RRPL (as the context may

require) as amended from time to time;

Board Board of directors of the Issuer;

BSE or Stock

Exchange

Bombay Stock Exchange Limited;

Business The business of development, construction, maintenance, management,

operation, marketing, promotion, sale and leasing of the Company Project

(as defined hereinafter) and, or, the Rustomjee Project (as defined

hereinafter), as the context may require;

Business day

A day other than Saturday, Sunday or a public holiday on which the stock

exchanges and banks are normally, open for business in New Delhi and

Mumbai and in relation to any payment in any other city;

B Series Debentures The interest bearing, redeemable, cumulative non-convertible debentures of

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

Only) each, issued to the Promoters on a private placement basis and that are

6

proposed to be listed on the Wholesale Debt Market Segment of the Stock

Exchange, in accordance with the Debt Regulations and having the terms

and condition set forth in the B Series DSA (as defined hereinafter);

B Series Debenture

Holders

The holders of the B Series Debentures and shall in the first instance include

the Promoters;

B Series Debenture

Trustee

IDBI Trusteeship Services Limited, a company incorporated under the

Companies Act, 1956, having its registered office at Asian Building, 17, R.

Kamani Marg, Ballard Estate, Mumbai – 400 001;

B Series DSA The debenture subscription agreement dated March 8, 2014 executed

between the Company, RRPL and the Promoters in respect of issuance and

allotment of the B Series Debentures to the Promoters;

B Series DTD

the debenture trust deed entered or to be entered into by the Company, the

Promoters and the B Series Debenture Trustee, in respect of the issuance and

allotment of the B Series Debentures;

Call Option Exercise

Price

An amount that shall provide/give an annualized IRR (as defined

hereinafter) of 24% (twenty four percent), Net of Taxes (as defined

hereinafter), on the amounts invested/ contributed to subscribe to all and not

less than all the A Series Debentures. It is hereby clarified that the

annualized IRR of 24% (twenty four percent) shall be calculated until the

date of receipt of the Call Option Exercise Price by the A Series Debenture

Holders from the Promoters in accordance with Clause 34 of the summary

term sheet at Annexure 1 hereto;

Cash Flow Statement

Cash Flow Statement shall have the meaning as shall be ascribed to such

term in the A Series Debenture Trust Deed;

Company Project The entire special township project being constructed and developed on the

Thane Land (as defined hereinafter) by the Issuer namely 'Rustomjee

Urbania' including and without limitation the Project Athena, the Project

Astraea, the Project Landward, the Project Atelier, the Project Acura and the

Project Azziano (as more specifically described in the A Series Debenture

Trust Deed); and shall also include any other project launched on the Thane

Land in the future;

Company Receipts Any and all monies/ amounts received and, or, to be received by the

Company directly or indirectly from any source in any form, including cash,

cheques, demand drafts, pay order, electronic transfer or in any other form,

including but not limited to:

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

area in the Company Project;

(ii) monies infused into the Company Project by the Shareholders (as

hereinafter defined);

(iii) refunds/ receipts from debtors, creditors, contractors, vendors, any

other person or any Governmental Authority including tax refunds

7

received in relation to the Company Project;

(iv) bank/cash balance in relation to the Company Project;

(v) insurance proceeds from insurance companies with which the

Company Project is insured;

(vi) any other cash flows of the Company; and, or

(vii) proceeds from the Corporate Guarantee 2 (as hereinafter defined) and

the Corporate Guarantee 3;

but excluding the following:

(i) any amounts received/to be received or any revenues or receipts

pertaining to either directly or indirectly, the Promoters' Saleable Area

(as defined in the A Series Debenture Trust Deed) and the Schools

and Medical Facilities (as defined in the A Series Debenture Trust

Deed);

(ii) the Subscription Amount; and

(iii) all amounts received from unit purchasers/customers towards Taxes

(including service tax, VAT, labour cess, local body taxes) stamp

duty, registration charges, society formation charges, legal expenses

and all other pass through charges;

Construction Loan

Escrow Accounts

The existing construction loan escrow accounts of the Company as on the

Deemed Date of Allotment, details of which are set forth at A Series

Debenture Trust Deed, opened in accordance with the Lending Agreements

(as defined hereinafter) or any other construction loan escrow accounts that

the Company may open in the future pursuant to any secured construction

loans availed by it from a Secured Creditor (as defined hereinafter) subject

to the provisions of its Articles of Association; OR any other account opened

by the Company in accordance with its Articles, where all the Company

Receipts and the payments received from the customers towards purchase of

units in the Company Project shall be deposited, when there is no

construction loan availed by the Company from a Secured Creditor;

Crore 1 crore means 10 million;

CDSL Central Depository Services (India) Limited;

Corporate Guarantee

1

Corporate Guarantee 1 shall have the meaning ascribed to such term in the

summary term sheet at Annexure 1 hereto;

Corporate Guarantee

2

Corporate Guarantee 2 shall have the meaning ascribed to such term in the

summary term sheet at Annexure 1 hereto;

Corporate Guarantee

3

Corporate Guarantee 3 shall have the meaning ascribed to such term in the A

Series Debenture Trust Deed;

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

Securities) Regulations, 2008, as amended from time to time and as may be

applicable;

8

Debenture Trustee

Regulations

The Securities and Exchange Board of India (Debenture Trustees)

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

applicable;

Debt Listing

Agreement

The debt listing agreement entered into by the Issuer with the Stock

Exchange in relation to the listing of the A Series Debentures;

Deemed Date of

Allotment

April 15, 2014 or the date when subscription amounts towards subscription

of the A Series Debentures is received by the Company;

Depository/ies National Securities Depositories Limited and, or, Central Depository

Services (India) Limited;

Disclosure Document

The draft disclosure document dated March 19, 2014 filed by the Company

with the BSE and this updated disclosure document dated April 11, 2014

filed with the BSE;

Distributable Amounts Collectively the Company Distributable Amounts (as defined in the

summary term sheet at Annexure 1 hereto) and the RRPL Distributable

Amount (as defined in the summary term sheet at Annexure 1 hereto);

Distribution Escrow

Account

The current account to be established with the Distribution Escrow Agent

(as defined hereinafter) at their branch at Kalpataru Estate, Building No. 1,

Jogeshwari Vikhroli Link Road, Andheri (E), Mumbai, which shall be

operated in accordance with the terms and conditions of the Distribution

Escrow Agreement (as defined hereinafter);

Distribution Escrow

Agent

HDFC Bank Limited;

Distribution Escrow

Agreement

The escrow agreement to be entered into amongst the Issuer, RRPL and the

Distribution Escrow Agent;

DP Depository participant;

Equity Shares Equity shares having a face value of Rs.10/- (Rupees Ten Only) each of the

Company;

FSI Floor Space Index;

ICICI Bank ICICI Bank Limited;

ICICI Loan Facility Collectively mean 3 (three) separate term loans of (i) Rs.200,00,00,000/-

(Rupees Two Hundred Crores Only); (ii) Rs.200,00,00,000/- (Rupees Two

Hundred Crores Only); and (iii) Rs.110,00,00,000/- (Rupees One Hundred

Ten Crores Only); The Company has also availed an overdraft facility from

ICICI Bank; collectively aggregating to Rs.510,00,00,000/- (Rupees Five

Hundred Ten Crores Only) availed by the Company from the ICICI Bank;

IPC Any international property consultant of repute as selected by the A Series

9

Debenture Holders;

IRR IRR shall have the meaning given to such expression in the A Series

Debenture Trust Deed;

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

Joint Development

Agreements

Joint Development Agreements shall have the meaning ascribed to such

term in the A Series Debenture Trust Deed;

Land A The Land A shall have the meaning ascribed to such term in the A Series


Land B1 Land B1 shall have the meaning ascribed to such term in the A Series


Land B2 Land B2 shall have the meaning ascribed to such term in the A Series


Land D1 Land D1 shall have the meaning ascribed to such term in the A Series


Land D2 Land D2 shall have the meaning ascribed to such term in the A Series


Land Owners The owners of the Land A, the owners of the Land B1 and the Land B2, the

owners of the Land D1 and the Land D2;

Lending Agreements The (i) loan and security agreements executed by the Company in relation to

the Loan Facilities (as defined hereinafter) viz. the ICICI Lending

Agreements and the sanction letters dated February 7 and 17, 2014 from

Union Bank; and (ii) agreements executed by the Company for the purposes

of providing security in connection with the issuance of debentures by

KRPL and Rustomjee Constructions Private Limited;

Loan Facilities Collectively (i) the ICICI Loan Facility; and (ii) the term loan amount of

Rs.400,00,00,000/- (Rupees Four Hundred Crores Only) on underwriting

basis with a take and hold amount of Rs.100,00,00,000/- (Rupees One

Hundred Crores Only) sanctioned to the Company by Union Bank (as

defined hereinafter) vide sanction letters dated February 7 and 17, 2014. As

on the Effective Date of the A Series Debenture Trust Deed, the total

outstanding amounts availed by the Company from the ICICI Bank and the

Union Bank, including the overdraft facilities, does not exceed

Rs.340,00,00,000/- (Rupees Three Hundred Forty Crores Only);

KRPL Keystone Realtors Private Limited, a company incorporated under the Act,

having its registered office at 702, Natraj, Western Express Highway, MV

Road Junction, Andheri (E), Mumbai 400 069 India;

Majority A Series Such number of the A Series Debenture Holders collectively holding more

10

Debenture Holders

than 51% (fifty one percent) of the aggregate Nominal Value of the A Series

Debentures then outstanding;

Market Lot Minimum number of the A Series Debentures which may be subscribed

under the Issue which is 1 (one);

Meeting of the A

Series Debenture

Holders

A meeting of the A Series Debenture Holders, duly called, convened and

held in accordance with the provisions of the A Series Debenture Trust

Deed. For the avoidance of doubt it is clarified that any reference to

decisions taken pursuant to a Meeting of the A Series Debenture Holders

shall mean a decision taken either at a physical Meeting of the A Series

Debenture Holders or by way of a written consent from the Majority A

Series Debenture Holders in a manner determined by the A Series Debenture

Trustee as per the terms of the A Series Debenture Trust Deed;

MoA The memorandum of association of the Company;

MHADA Land

The land situated at Survey No. 106, Part 5, CTS No. 195 of Village

Andheri, Taluka Andheri, Mumbai, admeasuring approximately 20,218.65

(twenty thousand two hundred eighteen point six five) sq. mts., as per NOC

dated February 12, 2012 issued by the MHADA, on which the Rustomjee

Project is being developed by RRPL;

Nominal Value The nominal value/ face value of each A Series Debenture i.e.

Rs.1,00,00,000/- (Rupees One Crore Only) per A Series Debenture

contributed by the A Series Debenture Holders to subscribe/ acquire the A

Series Debentures;

NSDL

National Securities Depositories Limited;

Personal Guarantee Personal Guarantee shall have the meaning ascribed to such term in the A

Series Debenture Trust Deed;

Promoters

KRPL, Mr. Boman R. Irani, Mr. Percy S. Chowdhry and Mr. Chandresh D.

Mehta;

Projects Collectively the Company Project and the Rustomjee Project;

Project Acura The residential complex being constructed on the Thane Land as Residential

Sub Plot 5 bearing Survey No. 54 (part) and 55 (part) situated at Village

Majiwade, Thane;

Project Astraea The residential complex constructed on the Thane Land as Residential Sub

Plot 2 bearing Survey No. 19 (part), 20 (part), 21 (part) situated at Village

Majiwade, Thane;

Project Atelier The residential complex being constructed on the Thane Land as Residential

Sub Plot 4 bearing Survey No. 14/1(part), 15/1(part), 15/3(part), 15/5(part)

situated at Village Majiwade, Thane;

11

Project Athena The residential complex constructed on the Thane Land as Residential Sub

Plot 1 bearing Survey No. 12 (part), 13 (part), 84 (part) situated at Village

Majiwade, Thane;

Project Azziano The residential complex being constructed on the Thane Land as Residential

Sub Plot 6 bearing No.14/1(part), 15/2(part), 15/3(part), 15/4(part),

15/5(part), 16/2A(part), 16/3 (part), 16/4(part), 16/5(part), 16/6(part),

17/3A(part), 17/4A(part), 17/5(part), 17/6(part), 49/1(part), 49/2(part),

49/3(part), 50/1(part), 50/2(part), 50/3(part), 51/1(part), 51/2(part),

51/3(part), 51/4(part), 51/5(part), 53/2/3(part) and 383(part) situated at

Village Majiwade, Thane;

Project Drawdown

Schedule

Project Drawdown Schedule shall have the meaning given to such

expression in the A Series Debenture Trust Deed;

Project Landward The residential complex proposed to be constructed on the Thane Land as

Residential Sub Plot 3 bearing Survey No. 36/4 (part), 36/6 (part), 36/7

(part), 37/3 (part) -37/4 (part), 37/6 (part), 37/7A (part) situated at Village

Majiwade, Thane;

RBI The Reserve Bank of India;

Record Date

3 (three) calendar days prior to the proposed date on which any payments are

required to be made in respect of the A Series Debentures to the A Series

Debenture Holders in accordance with the A Series Debenture Trust Deed;

RRPL Rustomjee Realty Private Limited, a company incorporated under the Act

having its registered office at 702, Natraj, Western Express Highway, MV

Road Junction, Andheri (E), Mumbai 400 069 India;

Redemption Amounts

The Redemption Amounts shall mean the total amounts outstanding towards

the aggregate Nominal Value of the A Series Debentures plus the accrued

and unpaid amount of the Interest;

RRPL Corporate

Guarantee

Shall have the meaning ascribed to such term in the A Series Debenture

Trust Deed;

RRPL Receipts Any and all monies/ amounts received and, or, to be received by RRPL

directly or indirectly from any source in any form, including cash, cheques,

demand drafts, pay order, electronic transfer or in any other form, including

but not limited to:

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

area in the Rustomjee Project;

(ii) monies infused into the Rustomjee Project by the shareholders of

RRPL;

(iii) refunds/ receipts from debtors, creditors, contractors, vendors, any

other person or any Governmental Authority including tax refunds

received in relation to the Rustomjee Project;

(iv) bank/cash balance in relation to the Rustomjee Project;

12

(v) insurance proceeds from insurance companies with which the

Rustomjee Project is insured;

(vi) any other cash flows of the RRPL; and, or

(vii) proceeds from the Personal Guarantee;

but excluding all amounts received from unit purchasers/customers

towards Taxes (including service tax, VAT, labour cess, local body

taxes) stamp duty, registration charges, society formation charges,

legal expenses and all other pass through charges;

RRPL Revenue/

Construction Loan

Escrow Account

The existing revenue cum construction loan escrow account of RRPL as on

the Deemed Date of Allotment, details of which are set forth in the A Series

Debenture Trust Deed, opened in accordance with the SBI Lending

Agreements (as defined hereinafter) or any other construction loan escrow

accounts that RRPL may open in the future pursuant to any secured

construction loans availed by it from a Secured Creditor, subject to the

provisions of its Articles of Association; OR any other account opened by

RRPL in accordance with the A Series Debenture Trust Deed, where all the

RRPL Receipts and the payments received or to be received from the

customers towards purchase of units in the Rustomjee Project shall be

deposited, when there is no construction loan availed by RRPL from a

Secured Creditor;

Registrar/ Registrar to

the Issue/ Registrar

and Transfer Agent

The Registrar to the Issue, in this case Link Intime India Private Limited;

ROC The Registrar of Companies, Maharashtra;

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

the RBI;

Rustomjee Project The mixed use development project being constructed and developed by

RRPL on the MHADA Land, namely "Rustomjee Elements" and as more

specifically described in the A Series Debenture Trust Deed;

SBI Lending

Agreements

The loan and security agreements executed by RRPL with the State Bank of

India in relation to loan of Rs.250,00,00,000/- (Rupees Two Hundred Fifty

Crores Only) availed by it from the State Bank of India;

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

and Exchange Board of India Act, 1992 (as amended from time to time);

Secured Creditors The banks/ financial institutions/ non- banking financial companies from

whom the Company and, or, RRPL, as the case maybe, has availed or shall

avail secured construction and development loans for the Company Project

and, or, the Rustomjee Project, as the case maybe;

Share Capital

Aggregate of all the Equity Shares of the Issuer;

13

Shareholders Shareholders of the Issuer;

Subscription Amounts Shall have the meaning ascribed to such term in Annexure 1 hereto;

TDS Tax Deducted at Source;

Thane Land Parcels of land situated at Mouje Majiwade Village, Taluka North Salsette

District, Thane (as more specifically described in the A Series Debenture

Trust Deed), on which the Company Project is being developed and

constructed by the Issuer;

Utilization Escrow

Account

HDFC Bank Account No. 50200004617570;

Utilization Escrow

Agent

HDFC Bank Limited;

Utilization Escrow

Agreement

The escrow agreement to be executed amongst the Company, the A Series

Debenture Trustee and the Utilization Escrow Agent.

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

respective meanings assigned to them under the remaining section hereunder.

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

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

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

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

thereunder or under such re-enactment.

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

and interpreting the section.

14

SECTION 2: DISCLAIMERS

ISSUER'S DISCLAIMERS

This Disclosure Document is neither a prospectus nor a statement in lieu of a prospectus for the purposes

of the Act. The issue of the A Series Debentures is being made strictly on a private placement basis.

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

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

offer or an invitation to subscribe to the A Series Debentures to the public in general.

This Disclosure Document has been prepared solely to give general information regarding the Issuer to

selected investors to whom it is addressed and who are willing and eligible to subscribe to the A Series

Debentures.

This Disclosure Document is not intended for distribution and is for the consideration of the person to

whom it is addressed and should not be reproduced by the addressee. It cannot be acted upon by any

person other than to whom it has been specifically addressed.

This Disclosure Document is not intended to provide any basis for any credit or any other evaluation.

Potential investors(s) are required to make (and will be deemed to have made) their own independent

evaluation and judgment. It is the responsibility of potential investors to have obtained all consents,

approvals or authorizations required by them to participate in the subscription to the A Series Debentures.

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

accuracy or adequacy of this Disclosure Document.

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

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

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

herein, in light of circumstances under which they are made. No person has been authorized to give any

information or to make any representation not contained or incorporated by reference in this 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 authorized by the

Issuer.

This Disclosure Document has been prepared for informational purposes relating to this transaction only

and upon the express understanding that it will only be used for the purposes set forth above.

By accepting this Disclosure Document, the recipient agrees to keep confidential all of such information

provided (or made available hereafter). This Disclosure Document may not be photocopied, reproduced,

or distributed to others at any time without the prior written consent of the Issuer save and except as may

be required for obtaining internal approval for making investment decision, for making disclosures to

meet any regulatory or legal obligations or as may be required for the purposes of secondary transfers. If

any recipient of this Disclosure Document decides not to participate in the A Series Debenture issue, the

recipient must promptly return this Disclosure Document and all reproductions whether in whole or in

part and any other information statement, notice, opinion, memorandum, expression or forecast made or

supplied at any time in relation thereto or received in connection with the A Series Debenture issue by the

Issuer.

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

under any order or directors passed by the SEBI or the RBI.

15

This Disclosure Document is issued by the Issuer and signed by its authorized signatory.

ISSUER'S ABSOLUTE RESPONSIBILITY

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

Disclosure Document as on date:

(i) Contains all the information with regard to the Issuer and the Issue, which is material in the

context of the Issue and is not misleading in any material respect;

(ii) That the opinions and intentions expressed therein are honestly held; and

(iii) That there are no other facts, the omission of which makes this document as a whole or any of

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

respect.

This 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 A Series Debentures or the distribution of this Disclosure Document in any jurisdiction

where such action is required. The distribution of this Disclosure Document and the offering and sale of

the A Series Debentures may be restricted by law in certain jurisdictions. Persons into whose possession

this Disclosure Document comes are required to inform themselves about and to observe any such

restrictions.

The Disclosure Document is prepared in accordance with the provisions of the Debt Regulations and in

this Disclosure Document the Issuer has set out the details required as per Schedule I of the Debt

Regulations.

DISCLAIMER CLAUSE OF THE STOCK EXCHANGE.

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

Regulations.

It is to be distinctly understood that submission of this Disclosure Document to the BSE should not

in any way be deemed or construed to mean that this Disclosure Document has been reviewed,

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

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

warrant that the A Series Debentures will be listed or will continue to be listed on the BSE, nor does

the BSE take any responsibility for the soundness of the financial and other conditions of the Issuer,

its promoters, its management or any scheme or project of the Issuer.

DISCLAIMER CLAUSE OF SEBI

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

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

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

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

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

Series Debentures issued thereof is proposed to be made or for the correctness of the statements made or

opinions expressed in this Disclosure Document.

16

DISCLAIMER IN RESPECT OF JURISDICTION

This Issue is made in India to investors as specified in this Disclosure Document, who shall be

specifically approached by the Issuer. This Disclosure Document does not constitute an offer to sell or an

invitation to subscribe to A Series Debentures offered hereby to any person to whom it is not specifically

addressed. The A Series Debentures are governed by and will be construed in accordance with Indian law.

Any disputes arising out of this Issue will be subject to the non-exclusive jurisdiction of the courts at

Mumbai. This offer of A Series Debentures on a private placement basis is made in India to eligible

investors resident in India and non-resident eligible investors as permissible. Nothing in this Disclosure

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

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

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

Document does not constitute an offer to sell or an invitation to subscribe to the A Series Debentures

herein, in any other jurisdiction to any person to whom it is unlawful to make an offer or invitation in

such jurisdiction.

17

SECTION 3: REGULATORY DISCLOSURES

The Disclosure Document is prepared in accordance with the provisions of the Debt Regulations and in

this section, the Issuer has set out the details required as per Schedule I of the Debt Regulations:

THE ISSUER PROFILE

Name of the Issuer:

Kapstone Constructions Private Limited

Registered Office and

Corporate Office:

702, Natraj, Western Express Highway, MV Road Junction, Andheri

(E), Mumbai 400 069

Corporate Identification

number:

U45200MH2003PTC140091

Phone number:

+91 22 66766888

Fax number:

+91 22 66766999

Compliance Officer:

Financial Controller:

CFO of the Issuer:

Ms. Dipti Mehra

Mr. Vinayak Shimpi

N.A.

Email:

[email protected]

Statutory Auditors:

Arrangers:

M/s Shyam Malpani & Associates, Chartered Accountants

N.A.

Debenture Trustee: IL&FS Trust Company Limited

Registrar to the Issue: Link Intime India Private Limited

18

Credit Rating Agency:

Brickworks Ratings India Private Limited

BUSINESS OVERVIEW

The Issuer is presently engaged in the business of development and construction of a special township

project namely "Rustomjee Urbania" on the Thane Land.

RRPL is presently engaged in the business of development and construction of a mixed use development

project namely "Rustomjee Elements" on the MHADA Land.

Corporate Structure.

The table below represents the Corporate Structure of the Issuer as on March 31, 2014:

Sr.

No

Particulars Total No. of Equity

Shares

No. of Equity

Shares in Demat

Form

Total Shareholding

as % of total No. of

Equity Shares

1. KRPL

52,41,000 Class B

Equity Shares

8,00,000 Class B

Equity Shares

51.00

2. Mr. Boman R. Irani

2 Class B Equity Shares None 0.00

3. Mr. Percy S. Chowdhry


4. Mr. Chandresh D. Mehta


5 Giza Holdings Pte Ltd 50,35,465 Class A

Equity Shares

None 49.00

6 Voldemort Investment

Holding Company Ltd

1 Class A Equity Shares None 0.00

Total 1,02,76,470 100%

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

Parameters FY 2013-2014

(Dec 13)

FY 2012-2013 FY 2011-2012 FY 2010-

2011

Net worth (758,066,089) (649,769,780) (497,003,716) 349,518,306

Total Debt 4,611,763,940 3,971,365,493 1,398,400,697 464,469,775

Of which -

- Non Current Maturities of

Long Term Borrowing

-

- Short Term Borrowing 4,611,763,940 3,971,365,493 1,398,400,697 464,469,775

- Current Maturities of Long -

19

Parameters FY 2013-2014

(Dec 13)

FY 2012-2013 FY 2011-2012 FY 2010-

2011

term Borrowing

Net Fixed Assets 89,550,220 94,173,192 73,274,852 78,255,183

Non Current Assets 167,048,225 147,228,671 240,240,799 967,596,797

Cash and Cash Equivalents 60,337,008 1,273,328,467 158,269,241 280,341,129

Long term investments 3,185,000,000 - - -

Current Investments 250 250 250 264,939,164

Current Assets 4,675,199,830 4,848,506,595 2,684,822,925 2,185,906,253

Current Liabilities 4,323,437,682 3,041,641,462 2,255,211,086 2,963,050,445

Net Sales 1,210,263,666 1,183,001,776 2,106,801,996 808,523,755

EBITDA 131,341,784 1,350,232 352,220,194 (290,240,086)

EBIT 119,974,812 (14,426,336) 330,746,773 (303,599,907)

Interest 228,271,121 138,339,728 270,377,899 98,699,074

PAT (108,296,309) (152,766,064) 53,377,978 (402,298,981)

Dividend Amounts - - - -

Current Ratio 8% 59% 19% -26%

Interest Coverage Ratio 0.53 (0.10) 1.22 (3.08)

Gross debt/ equity ratio 1:-0.16 1:-0.16 1:-0.36 1:0.75

Debt Service Coverage Ratios 58% 1% 130% -294%

Gross Debt: Equity Ratio of the Issuer.

Before issue of A Series Debentures 1:-0.16

After issue of A Series Debentures 1:-0.1

BRIEF HISTORY OF THE ISSUER

The Issuer has been incorporated as a private limited company under the Companies Act, bearing the

name 'Kapstone Constructions Private Limited' and has been issued a certificate of incorporation dated

April 22, 2003 by the ROC with the company identification number U45200MH2003PTC140091.

1. The Share Capital of the Issuer as on March 31, 2014.

Share Capital Amount (All figures in in

Rs. Crore)

Authorized Share Capital

4,52,00,000 Class A Equity Shares of the face value of Rs.10/-

4,00,00,000 Class B Equity Shares of the face value of Rs.10/-

100,000 Preference Shares* of Rs.1,000/- each

95.20

45.20

40.00

10.00

Issued, Subscribed And Paid-Up Share Capital

52,41,004 Class B Equity Shares of Rs.10/- each

50,35,466 Class A Equity Shares of Rs 10/- each

10.27

20

*Note: The preference shares are redeemable preference shares.

2. Changes in the Authorized Share Capital of the Issuer, as on March 31, 2014, for the last 5

(five) years.

Date of Change

(Date of AGM/

EGM)

Authorized

Share Capital

(in Rs. Crores)

Particulars

January 10, 2014 95.20 Authorized Share Capital is reclassified as 8,52,00,000

Equity Shares of the face value of Rs.10/- each which

can be bifurcated into different classes and 1,00,000

Preference shares of Rs.1,000/- each which can be

bifurcated into different classes.

January 25, 2014 95.20 Authorized Share Capital is reclassified as 4,52,00,000

Class A Equity Shares of the face value of Rs.10/- each

and 4,00,00,000 Class B Equity Shares of the face

value of Rs.10/- each and 1,00,000 Preference shares of

Rs.1,000/- each.

3. The Equity Share Capital History of the Issuer as on March 31, 2014 for the last 5 (five)

years.

Cumulative Date of

Allotment /

Cancellation

No. of

Equity

Shares

Face

Value

(Rs.)

Issue

Price

(Rs.)

Consideration

(cash, other

than cash etc.)

Nature of

Allotment /

Cancellation No. of

Equity

Shares

Equity

Share

Capital

(Rs.)

Equity

Share

Premium

(in Rs.)

December

23, 2011

-8,00,000 10 10 Cash Cancelled

pursuant to

High Court

Order Dated

December 23,

2011

42,00,000 4,20,00,000

March 22,

2012

10,000 10 10 Cash Scheme of

Amalgamation*

42,10,000 4,21,00,000 -

20th January

2014

10,00,000 10 10 Cash Further Issue

of Capital

52,10,000 5,21,00,000 __

February 21,

2014

31,004 10 10 Cash Further issue

of capital

52,41,004 5,24.10,040 --

March 28,

2014 50,35,4

66

10 139 Cash Further issue

of capital 1,02,76,4

70

10,27,64,70

0

--

*Note: The scheme of amalgamation of Panchgani Real Estate Private Limited with the Issuer was sanctioned by

the High Court of Bombay on December 23, 2011.

4. The Preference Share Capital History of the Issuer as on March 31, 2014, for the last 5

(five) years.

Cumulative Date of

Allotment/

Cancellation

No. of

Preference

Shares

Face

Value

(Rs.)

Issue

Price

(Rs.)

Considerat

ion (cash,

other than

Nature of

Allotment/

Cancellation/ No. of

Preference

Equity

Preference

Preferen

ce Share

21

/

Redemption

cash etc.) Redemption Shares Capital

(Rs.)

Premiu

m (in

Rs.)

December 23,

2011

-8,92,000 1000 1000 Cash Cancelled

pursuant to

High Court

Order Dated

December 23,

2011

10,000 10,00,000 -

January 20,

2014

10,000 1000 1000 Cash Redemption at

the option of

Holder

0 0 -

5. The Company has filed an application on January 24, 2014 with High Court of Bombay for

merger of Prima Builders Private Limited with the Company.

6. No reorganization or reconstruction has taken place in relation to the Issuer in the last 1 (one)

year from the date of this Disclosure Document.

7. Shareholding Pattern.

7.1 The table below represents the equity shareholding pattern of the Issuer as on March 31, 2014:

Sr.

No

Particulars Total No. of Equity

Shares

No. of Equity

Shares in Demat

Form

Total Shareholding

as % of total No. of

Equity Shares

1. KRPL

52,41,000 Class B

Equity Shares

8,00,000* 51.00

2. Mr. Boman R. Irani

2 Class B Equity

Shares

None 0.00

3. Mr. Percy S

Chowdhry

1 Class B Equity

Shares

None 0.00

4. Mr. Chandresh D

Mehta

1 Class B Equity

Shares

None 0.00

5 Giza Holdings Pte

Ltd

50,35,465 Class A

Equity Shares

None 49.00

6 Voldemort

Investment Holding

Company Ltd

1 Class A Equity

Shares

None 0.00

Total 1,02,76,470 100%

* Notes:

1. 8,00,000 Class B Equity Shares held by KRPL aggregating to 15.26% of the Share Capital of the

Issuer are in dematerialized form.

22

2. 8,00,000 Class B Equity Shares held by KRPL aggregating to 15.26% of the Share Capital of the

Issuer have been pledged in favour of IL& FS, as security for the non-convertible debentures

issued by KRPL.

7.2 As on March 31, 2014, the Issuer has not issued any preference shares.

8. List of top 10 (ten) holders of Equity Shares of the Issuer as on March 31, 2014.

Same as in Paragraph '7.1' above.

9. Details Regarding Directors of the Issuer.

9.1 Details of the Current Directors of the Issuer.

The following table sets forth the details regarding the Issuer's Board as on the date March 31,

2014:

Name,

Designation

and DIN

Ag

e

Address Date of

Appointm

ent

Other Directorships as on March 31, 2014

Rustomjee Knowledge City Private Limited

KRPL

Yazarina Estates and Investments Private

Limited

Credence Property Developers Private Limited

Rustomjee Builders Private Limited

Shalom Voyagers Private Limited

Sweety Property Developers Private Limited

Success Developers Private Limited

Moontown Trading Company Private Limited

Premium Build Tech Private Limited

Attarchand Trading Company Private Limited

Skyscraper Realtors Private Limited

Riverstone Developers Private Limited

Megacorp Constructions Private Limited

Town & Country Realty Private Limited

Riverstone Educational Academy Private

Limited

Charisma Developers Private Limited

Enigma Constructions Private Limited

Rustomjee Buildcon Private Limited

Mr. Percy S.

Chowdhry

Designation:

Director

DIN:

00057529

42 1501/150

2, 14th

Floor,

Lasonrisa

Diagonall

y, Opp.

Ruia

college,

L. Napoo

Road,

Matunga

East, CR,

Mumbai,

400014

April 22,

2003

Rustomjee Academy For Global Careers

Private Ltd

Rustomjee Knowledge City Private Limited


KRPL


Mr. Boman

R. Irani

Designation:

Director

44 1602,

Rustomje

e La

Solita,

TPS III,

April 22,

2003

Rustomjee Constructions Private Limited

23

Name,

Designation

and DIN

Ag

e

Address Date of

Appointm

ent



Limited

Zorabian Agro Private Limited

Zorabian Chicks Private Limited


Apex Infraprojects Private Limited


DIN:

00057453

Off.

Turner,

Road,

Near

Guru

Nanak

Park,

Bandra

West,

Mumbai,

400050

Raymond Limited


Shalom Voyagers Private Limited

Sweety Property Developers Private Limited

Keystone Realtors Private Limited

Moontown Trading Company Private. Limited


Rustomjee Constructions Private Limited

Xcellent Realty Private Limited

Nouveau Developers Private Limited

Firestone Developers Private Limited


Limited

Altus Developers Private Limited


Imperial Infradevelopers Private Limited

Dynasty Infrabuilders Private Limited

Bloom Child Development Centre

PrivateLimited

Krishika Developers Private Limited

Mr.

Chandresh

D. Mehta

Designation:

Director

DIN:

00057575

42 Flat

No.1001,

Beuna

Vista,

10th

floor, St.

Alexius

Lane, off.

Turner

Road,

Bandra

(West),

Mumbai,

400050,

Maharash

tra,

INDIA

January 10,

2014


Mr. Vishal

Kumar

Designation:

Director

DIN:

36 C-96,

Sector 39,

Noida

201301

INDIA

March 28,

2014 Ethenic Realtors Private Limited

Mehak Realtors Private Limited

Kedarnath Buildwell Private Limited

Shramika Infrastructure Private

Limited

Sugam Vanijya Holdings Private

Limited

Romex Promoters Private Limited

NCR Business Park Private Limited

24

Name,

Designation

and DIN

Ag

e

Address Date of

Appointm

ent


Arogya Bharati Health Parks Private

Limited

Aristotle Skools India Private

Limited

Xander Finance Private Limited

Dhanlaxmi Infrastructure Private

Limited

Xander Advisors India Private

Limited

66 Business Park Private Limited

Futura Techpark Private Limited

Mantri Premier Homes Private

Limited

Mr.

Ramprasath

Muthunaraya

nan

Designation:

Director

DIN:

33 C-302,

Golden

Square

CHS,

Sunder

Nagar,

Kalina,

Santacrz

(East),

Mumabi

400098

INDIA

March 28,

2014 TAPP Semiconductor Private

Limited

Dhanlaxmi Infrastructure

Private Limited

Mieza Schools Private Limited

Vessel Warehousing Private

Limited

Futura Techpark Private

Limited

Arogya Bharati Health Parks

Private Limited

Sugam Vanjiya Holdings

Private Limited

Mr. Ritesh

Mehta

33 702,

Amar

March 28,

2014 NA.

25

Name,

Designation

and DIN

Ag

e

Address Date of

Appointm

ent


Designation:

Director

DIN:

Prem,

Ambaji

Dham

Road,

Borivali

(West)

Mumbai

400092

INDIA

The Issuer hereby confirms and declares that none of the directors are appearing in the wilful

defaulter's list of the RBI or any other Governmental Authority.

9.2. Details of change in the Directors of the Issuer since last 3 (three) years.

Name, Designation and

DIN

Date of

Resignation /

Appointment

Director of the Issuer

since (in case of

resignation)

Remarks

Mr. Chandresh D. Mehta

Designation: Director

DIN: 00057575

February 25, 2011 April 22, 2003 Resignation

Mr. Pradeep Kumar

Verma

Designation: Nominee

Director

DIN: 02691123

June 30, 2011 March 17, 2010 Resignation

Mr. Jasmeet Chhabra

Designation: Alternate

Director

DIN: 00930654

June 30, 2011 July 23, 2010 Resignation

Mr Abhishek Kapoor


DIN: 03456820

January 10, 2014 March 31, 2011 Resignation

Mr. Chandresh D. Mehta January 10, 2014 Appointment

26


DIN: 00057575

Mr. Vishal Kumar


DIN:

March 28, 2014 - Appointment

Mr. Ramprasath

Muthunarayanan


DIN:

March 28, 2014 - Appointment

Mr. Ritesh Mehta


DIN:

March 28, 2014 = Appointment

10. Details Regarding Auditors of the Issuer.

10.1 Details of the Present Statutory Auditors of the Issuer.

The following tabulation sets forth the details of the statutory auditors of the Issuer as on the date

of this Disclosure Document:

Name Type of

Auditor

Address Auditor Since

M/s Shyam Malpani &

Associates, Chartered

Accountants

Statutory

Auditors

307, Chartered House,

297/299, Dr Cawasji

Hormasji Street, Near

Marine Line Church,

Mumbai1 400002

February 24, 2014

M/s Deloitte, Haskins &

Sells

Internal

Auditors

29th Floor, Tower 3,

Senapati Bapat Marg,

Elphinstone Mill

Compound,

Elphinstone (W),

Mumbai - 400 013

September 2, 2009

10.2 Details of the Change in Auditors since the last 3 (three) years.

27

Name Address Date of

Appointment/

Resignation

Auditor since

(in case of

resignation)

Remarks

M/s B S R &

Associates,

Chartered

Accountant

5th Floor, Lodha

Excelus,

Apollo Mills

Compound,

N.M Joshi Marg,

Mahalaxmi, Mumbai

400 013

20.02.2014 29.08.2007 Resignation

M/s Shyam

Malpani &

Associates,

Chartered

Accountants

307, Chartered

House, 297/299, Dr

Cawasji Hormasji

Street, Near Marine

Line Church,

Mumbai 400002

24.02.2014 Appointment

28

11. Details of the Borrowings of the Issuer, as on January 31, 2014.

11.1 Details of the Secured Loan Facilities.

S.

No

Name of

Lender

Type of

Facility

Amount

Sanctioned (in Rs.

Crores)

Principal

Amount

Outstanding

(as on

31.01.14)

Repayment

Date/

Schedule

Security*

1. ICICI

Bank

Limited

Rupee Term

Loan,

Overdraft,

Letter of

Credit and

Bank

Guarantee

facilities

1. Rupee Term

Loan: 200

("Term Loan")

2. Sub Limits of the

Rupee Term

Loan:

(i) Overdraft: 10

(ii) Letter of

Credit: 10

(iii) Bank

Guarantee: 5

99,52,74,109

The Rupee

Term Loan

along with the

interest

thereon, must

be repaid by

the Issuer in

24 (twenty

four) monthly

installments in

accordance

with the

repayment

schedule. The

first of such

installment is

due on

October 15,

2013.

(i) An exclusive

charge by way

of registered

mortgage on

the Properties

together with

all buildings

and structures

thereon, both

present and

future;

(ii) Exclusive

charge by way

of

hypothecation

of receivables

of the Projects

under the

documents

entered into

with the

buyers of the

units by the

Issuer and all

insurance

proceeds, both

present and

future;

(iii) Exclusive

charge on the

escrow

accounts and

the debt

service reserve

account and all

monies

credited or

deposited

therein (in

whatever form

the same

maybe)

29

S.

No

Name of

Lender

Type of

Facility

Amount

Sanctioned (in Rs.

Crores)

Principal

Amount

Outstanding

(as on

31.01.14)

Repayment

Date/

Schedule

Security*

(iv) Personal

guarantee of

Mr. Boman R.

Irani and Mr.

Percy S.

Chowdhry

(v) Corporate

guarantee of

KRPL; and

(vi) Post dated

cheques for

the principal

amount of the

Term Loan.

2. ICICI

Bank

Limited

Rupee Term

Loan,

Overdraft,

Letter of

Credit and

Bank

Guarantee

facilities

1. Rupee Term

Loan: 200

("Additional

Term Loan")

2. Sub Limits of the

Rupee Term

Loan:

(i) Overdraft: 10

(ii) Letter of Credit:

10

(iii) Bank

Guarantee: 5

160,43,97,042 The Rupee

Term Loan

along with the

interest

thereon, must

be repaid by

the Issuer in

30 monthly

installments in

accordance

with the

repayment

schedule. The

first of such

installment is

due on July 15,

2015.

(i) An exclusive

charge by way

of registered

mortgage on

the Property

together with

all buildings

and structures

thereon, both

present and

future;

(ii) Exclusive

charge by ay

of registered

mortgage on

scheduled

receivables of

the Project

under the

documents

entered into

with the

buyers of units

by the

Borrower, all

insurance

proceeds, both

present and

future.

(iii) Extension of

charge by way

of registered

30

S.

No

Name of

Lender

Type of

Facility

Amount

Sanctioned (in Rs.

Crores)

Principal

Amount

Outstanding

(as on

31.01.14)

Repayment

Date/

Schedule

Security*

mortgage on

other

properties I, II

and III

together with

all buildings

and structures

thereon,

present and

future.

(iv) Extension of

charge by way

of registered

mortgage on

schedules

receivables of

the other

projects I,II

and III under

the documents

entered into

with the

buyers of units

by the

Borrower, all

insurance

proceeds, both

present and

future.

(v) Exclusive

charge by way

of registered

mortgage on

the Escrow

Account of the

project and the

DSR Account,

all monies

credited/

deposited

therein (in

whatever form

the same may

be).

(vi) Extension of

charge by way

of registered

mortgage on

31

S.

No

Name of

Lender

Type of

Facility

Amount

Sanctioned (in Rs.

Crores)

Principal

Amount

Outstanding

(as on

31.01.14)

Repayment

Date/

Schedule

Security*

the Escrow

Account of the

other project I,

II and III, all

monies

credited/

deposited

therein (in

whatever form

the same may

be).

(vii) Personal

guarantee of

Mr. Boman R.

Irani and Mr.

Percy S.

Chowdhry;

(viii) Corporate

guarantee of

KRPL; and

(ix) Post dated

cheques for the

principal

amount of the

Additional

Term Loan.

3. ICICI

Bank

Limited

Rupee Term

Loan,

Overdraft,

Letter of

Credit and

Bank

Guarantee

facilities

1. Rupee Term Loan

III (RTL III) 110

Crore and Letter

of Credit II (LC-

II) facility as

sub-limit of RTL

II I not

exceeding Rs. 15

Crore Renewal

of Overdraft

Letter of Credit 1

and Bank

Guarantee not

exceeding Rs. 10

Crore, Rs.10

Crore and Rs. 4

Crore

respectively as

sub limit of RTL

I

75,00,00,000 The Rupee

Term Loan

along with the

interest

thereon, must

be repaid by

the Issuer in

27 monthly

installments in

accordance

with the

repayment

schedule. The

first of such

installment is

due on

October 15,

2015.

The Facility, all

interest thereon,

costs, charges,

expenses and all

other

monies in respect

thereof shall be

secured by:

(i) Extension of

charge by way

of registered

mortgage on

the Property

(ii) Extension of

charge by way

of registered

mortgage on

Scheduled

Receivables of

the Project

(iii) Extension of

32

S.

No

Name of

Lender

Type of

Facility

Amount

Sanctioned (in Rs.

Crores)

Principal

Amount

Outstanding

(as on

31.01.14)

Repayment

Date/

Schedule

Security*

charge by way

of registered

mortgage on

Other

Properties 1,2

& 3

(iv) Extension of

charge by way

of registered

mortgage on

Scheduled

Receivables of

the Other

Projects 1,2 &

3.

(v) Extension of

charge by way

of registered

mortgage on

security of all

rights, title,

interest,

claims,

benefits,

demands

under the

Project

documents

both present

and future.

(vi) Extension of

charge by way

of registered

mortgage on

the Escrow

Accounts of

the Project and

Other Projects

and exclusive

charge by way

of registered

mortgage on

the DSR

Account, all

monies

credited/depos

ited therein (in

whatever form

the same may

be) and all

investments in

33

S.

No

Name of

Lender

Type of

Facility

Amount

Sanctioned (in Rs.

Crores)

Principal

Amount

Outstanding

(as on

31.01.14)

Repayment

Date/

Schedule

Security*

respect

thereof.

* Notes: - For the purpose of the above table the following expressions have the meaning

provided below:

"Property" means all the pieces and parcels of land bearing CTS No. 49/1, 49/2, 49/3, 50/1pt.,

50/2, 50/3, 51/1, 51/2, 51/3, 51/4 pt., 51/5 pt., 53/2/3 and 383 pt., admeasuring about 25,644.54

sq.mtrs. in Project Azziano Phase II situate at Thane together with all buildings and structures

thereon, both present and future.

"Other Properties" means (i) Unsold saleable area admeasuring approximately 31,270 (Thirty

One thousand Two hundred and Seventy) square feet in the Project Athena located on the Thane

Land (Other Property I); (ii) all pieces and parcels of land bearing CTS No. 14/1, 15/2, 15/3, 15/4,

16/2a, 16/3, 16/4, 16/5, 16/6a, 17/3, 17/4, 17/5, 17/6 admeasuring about 9,239.12 (nine thousand

two hundred thirty nine point one two) square meters in the Project Azziano Phase I situated on

the Thane Land, together with all, (both present and future) buildings and structures thereon

(Other Property II); and (iii) all pieces and parcels of land bearing CTS No. 54/2, 54/3, 54/4, 55/1,

55/2, 55/3, 55/4 and 55/5 admeasuring approximately 13,248.25 (thirteen thousand two hundred

forty eight point two five) square meters in the Project Acura situated at Thane, together with all

(present and future) building and structures thereon (Other Property III); and

"Projects" means (i)"Athena" having saleable area of 4,88,908 (four lakh eighty eight thousand

nine hundred eight) square feet; (ii) "Azziano" having saleable area of 5,12,550 (five lakh twelve

thousand five hundred fifty) square feet; and (iii) "Acura" having saleable area of 5,39,536 (five

lakh thirty nine thousand five hundred thirty six) square feet.

The Issuer has been sanctioned a Rupee term loan of Rs.400,00,00,000/- (Rupees Four Hundred

Crores Only) from Union Bank of India with take and hold amount of Rs.100,00,00,000/-

(Rupees One Hundred Crores Only), vide sanction letters dated February 7 and 17, 2014 . The

tabulation herein below sets forth the details of the term loan sanctioned by Union Bank:

Type of

Facility

Amount

Sanctioned

(in Rs.

Crores)

Principal

Amount

Outstanding

As on March

31, 2014

Repayment

Date/ Schedule

Security

Term

Loan

400 Nil Repayment in 11

equal quarterly

installments

commencing

from June 2016

Mortgage of all piece and parcel

of land bearing CTS no 49/2,

49/3, 50/2 pt., 50/3, 51/1 pt.,

51/2, 51/3 pt., 51/4 pt., 51/5 pt.,

383 pt., 15/5 pt., 16/4 pt., 16/5

pt., 49/1 admeasuring about

15015 sq mt in Project Azziano-

D, E, F, G, H and L situated at

Thane together with the sale

34

Type of

Facility

Amount

Sanctioned

(in Rs.

Crores)

Principal

Amount

Outstanding

As on March

31, 2014

Repayment

Date/ Schedule

Security

area of 12.81 lakh sq. ft.

Escrow over receivable of the

Project Azziano (Tower D, E, F,

G, H and L with sale area of

12.81 lakhs sq. ft. for the

estimated balance amount (of

Rs.682.22/- crores) from sales

of Rs795.22/- crores after

deducting the advance booking

money of Rs.113 crores.

Corporate guarantee of KRPL.

Personal guarantee of Mr.

Boman R. Irani, Mr. Percy S.

Chowdhry and Mr. Chandresh

D. Mehta.

11.2 The Issuer confirms that as on January 31, 2014, there are 4 (four) unsecured loans availed by it,

(i) Rs.158,55,06,206.33/- (Rupees One Hundred Fifty Eight Crore Fifty Five Lakhs Six Thousand

Two Hundred and Six and Paisa Thirty Three Only) payable to KRPL; (ii) Rs.31,84,50,000/-

(Rupees Thirty One Crore Eighty Four Lakhs Five Thousand Only) payable to Suranjan Holding

& Estate Developers Private Limited; (iii) Rs.75,10,60,990/- (Rupees Seventy Five Crore Ten

Lakhs Sixty Thousand Nine Hundred Ninety Only) payable to Rustomjee Constructions Private

Limited; and (iv) Rs.40,00,000/- (Rupees Forty Lakhs Only) Payable to Intime Constructions

Private Limited.

11.3 The Issuer confirms that as of the last quarter ending on December 31, 2013, there are no non-

convertible debentures issued by the Issuer.

11.4 The Issuer has issued two corporate guarantees for Rs.80 crore each in favour of IL&FS Trust

Company Limited for securing non convertible debentures issued by Keystone Realtors Private

Limited and Rustomjee Constructions Private Limited as per the two corporate guarantees both

dated June 27, 2011.

11.5 The Issuer confirms that as of the last quarter ending on December 31, 2013, there are no

commercial papers obtained by the Issuer which are outstanding.

11.6 As on March 31, 2014, the Issuer has not issued any redeemable preference shares.

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

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

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

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

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

35

11.8 The Issuer confirms that it does not have any outstanding borrowings/ debt securities which were

taken/ issued: (a) for consideration other than cash, whether in whole or in part; (b) at a premium

or discount; or (c) in pursuance of an option.

12. Details of the Promoters of the Issuer.

12.1 The Promoters of the Issuer are KRPL, Mr. Boman R. Irani, Mr. Percy S. Chowdhry and Mr.

Chandresh D. Mehta.

12.2 The following tabulation sets forth the details of the Promoters' holding in the Issuer as on March

31, 2014:

Sr.

No

Particulars Total No.

of Equity

Shares

No. of

Shares in

Demat

Form

Total

Shareholding

as % of total

No. of Equity

Shares

No. of

Shares

Pledged

% of Shares

pledged with

respect to

Shares owned

(%)

1. KRPL 52,41,000 8,00,000 99.999924 8,00,000 15.26

2. Mr. Boman

R. Irani

2

None 0.000038 - -

3. Mr. Percy S

Chowdhry

1 None 0.000019 - -

4. Mr.

Chandresh

D Mehta

1 None 0.000019 - -

Total 52,41,004 100% 8,00,000 15.26

13. Abridged version of audited Consolidated (wherever available) and Standalone Financial

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

last three years and auditor qualifications, if any.

Particulars Audited

31-Mar-13 31-Mar-12 31-Mar-11

EQUITY AND LIABILITIES

Shareholders' fund

Share capital 52,100,000 52,100,000 952,000,000

Reserves and surplus (701,869,780) (549,103,716) (602,481,694)

(649,769,780) (497,003,716) 349,518,306

Non-current liabilities

Long-term borrowings - 1,161,851,120 -

Other long term liabilities - 39,647,677 -

Long-term provisions 8,441,664 90,417 -

8,441,664 1,201,589,214 -

Current liabilities

Short-term borrowings 3,971,365,493 274,724,573 1,415,855,784

36

Particulars Audited

31-Mar-13 31-Mar-12 31-Mar-11

Trade payables 234,350,759 246,789,200 158,780,941

Other current liabilities 2,774,167,241 1,955,538,732 1,842,274,541

Short-term provisions 24,681,798 30,203,582 8,782,894

7,004,565,291 2,507,256,087 3,425,694,160

6,363,237,175 3,211,841,585 3,775,212,466

ASSETS

Non-current assets

Fixed assets

-Tangible fixed assets 94,173,192 73,274,852 78,255,183

Non-current investments 250 251 264,939,163

Long-term loans and advances 83,367,607 768,288,833 -

Other non-current assets 63,861,064 50,339,000 -

241,402,113 891,902,936 343,194,346

Current assets

Inventories 2,676,723,642 1,743,415,669 2,013,200,307

Trade receivables 57,624,192 150,975,090 20,635,201

Cash and bank balances 1,273,328,467 272,820,120 291,331,254

Short-term loans and advances 2,048,763,139 137,001,693 1,106,851,358

Other current assets 65,395,622 15,726,077 -

6,121,835,062 2,319,938,649 3,432,018,120

6,363,237,175 3,211,841,585 3,775,212,466

14. The following sets forth the unaudited financial information as of January 31, 2014:

Particulars Unaudited

31-Jan-14

EQUITY AND LIABILITIES

Shareholders' fund

Share capital 802,100,000

Reserves and surplus (957,699,130)

(155,599,130)

Non-current liabilities

Long-term borrowings -

Other long term liabilities -

Long-term provisions 8,441,666

8,441,666

Current liabilities

37

Particulars Unaudited

31-Jan-14

Short-term borrowings 6,256,174,323

Trade payables 302,971,503

Other current liabilities 4,164,891,038

Short-term provisions 15,249,031

10,739,285,895

10,592,128,431

ASSETS

Non-current assets

Fixed assets

-Tangible fixed assets 76,271,244

Non-current investments 5,705,431,850

Long-term loans and advances 34,853,997

Other non-current assets 142,530,694

5,959,087,785

Current assets

Inventories 3,731,776,603

Trade receivables 89,325,678

Cash and bank balances 27,707,964

Short-term loans and advances 783,574,736

Other current assets 655,665

4,633,040,646

10,592,128,431

31 Jan 2014

REVENUE

Revenue from operations 1,411,250,361

Other operating income 17,468,803

Other income 19,708,743

Total revenue 1,448,427,907

EXPENSES

Changes in inventories of construction material, unsold units and work

in progress

(1,055,052,961)

38

31 Jan 2014

Construction costs 2,125,559,493

Employee benefits 60,732,929

Selling and marketing expenses 112,859,237

Finance costs 408,678,447

Depreciation and amortization expenses 11,366,972

Other expenses 40,113,140

Total expenses 1,704,257,257

(Loss)/ profit before tax (255,829,350)

Tax expenses:

-

-

(Loss)/ profit before tax (255,829,350)

15. Any material event/ development or change at the time or issue or subsequent to the issue

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

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

the Issue which may affect the Issue or the A Series Debenture Holder(s) decision to invest/

continue to invest in the debt securities.

15A. The details of the corporate guarantee furnished by KRPL, one of the Promoters, is set forth at

Annexure 1 hereto.

16. Debenture Trustee and Consents thereof.

16.1 The A Series Debenture Trustee is IL & FS Trust Company Limited, having its registered office

at the IL&FS Financial Centre, Plot C-22, G Block, Bandra Kurla Complex, Bandra East,

Mumbai - 400051, with the following contact details:

Tel No: +91 22 26533333

Facsimile: +9122 26533297

16.2 The Issuer confirms that the A Series Debenture Trustee has given its consent to the Issuer for its

appointment under the Debt Regulations as the A Series Debenture Trustee to the Issue and for its

name to be included in this Disclosure Document and all its subsequent periodical

communications to be sent to the A Series Debentures Holders issued pursuant to this Issue.

16.3 A copy of the consent letter from the A Series Debenture Trustee has been provided at Annexure

3 to this Disclosure Document.

17. Credit Rating Agency.

Brickwork Ratings India Private Limited, the Credit Rating Agency has given the Issuer a credit

39

rating of BBB-. The credit rating letter dated March 13, 2014 along with the rationale adopted by

the Credit Rating Agency has been provided at Annexure 4 to this Disclosure Document. Other

than the credit rating mentioned hereinabove, the Issuer has not sought any other credit rating

from any other credit rating agency for the A Series Debentures.

18. Undertaking to use a Common Form of Transfer.

The Issuer will issue the A Series Debentures in dematerialized form only and there will not be

any A Series Debentures in physical mode. Also, the normal procedure followed for transfer of

securities held in dematerialized form shall be followed for transfer of these A Series Debentures

held in electronic form. The seller should give delivery instructions containing details of the

buyer's DP account to his Depository Participant. The Issuer undertakes that there will be a

common transfer form/ procedure for transfer of the A Series Debentures.

The A Series Debentures shall be issued only in dematerialized form in compliance with the

provisions of the Depositories Act, 1996 (as amended from time to time) and any other applicable

regulations (including of any relevant stock exchange). No physical certificates of the A Series

Debentures would be issued. The transfer of the A Series Debentures in dematerialized form shall

be in accordance with the procedure of transfer prescribed by the relevant depository and

applicable Law.

However, the Issuer would use a common transfer form for physical holdings, if at a later stage

there is any holding in physical form due to the depository giving the rematerialization option to

any investor.

19. Listing.

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

The Issuer shall comply with the requirements of the Debt Listing Agreement to the extent

applicable to it on a continuous basis.

The Issuer undertakes to get the A Series Debentures listed within 15 (fifteen) days from the

Deemed Date of Allotment of the A Series Debentures. In case the A Series Debentures are not

listed within 15 (fifteen) days of the Deemed Date of Allotment for any reason whatsoever, then

the Issuer shall immediately redeem/ buy back the A Series Debentures only from those A Series

Debenture Holders for whom applicable regulations including RBI/2011-12/423 A.P.(DIR Series)

Circular No. 89 dated March 1, 2012 issued by the RBI do not permit holding to be listed debt

securities if listing is not done within said 15 (fifteen) days, and in such an eventuality the Issuer

shall reimburse such A Series Debenture Holders for any and all accrued interest, costs and

expenses (including liquidity costs, hedge costs or other break costs), as determined by such A

Series Debenture Holders, that the A Series Debenture Holders may have incurred for the

investment.

20. Permission and Consent from the Creditors.

The Issuer undertakes to obtain the consent of the creditors for the issuance and allotment of the

A Series Debentures, prior to the Deemed Date of Allotment.

21. Information relating to the terms of the offer or purchase.

For information relating to the terms of the offer please refer to the summary of the term sheet

40

attached as Annexure 1 of this Disclosure Document.

22. Other Details.

22.1 Debenture Redemption Reserve: The Company shall create and maintain a debenture redemption

reserve, if required, in accordance with applicable laws.

22.2 Issue/instrument specific regulations.

• The Companies Act;

• The Debt Regulations; and

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

23. Debenture Call Option.

The Promoters have a one time call option to purchase all and not less than all the A Series

Debentures, as provided in Annexure 1 and more specifically provided in the A Series Debenture

Trust Deed. Please refer to the summary of the term sheet attached as Annexure 1 of this

Disclosure Document.

24. Utilization of Issue Proceeds.

Please refer to the summary of the term sheet attached as Annexure 1 of this Disclosure

Document.

25. Summary term sheet.

A summary term sheet with brief information pertaining to the A Series Debentures is attached as

Annexure 1 to this Disclosure Document.

26. Material Documents for Inspection.

The material documents which may be inspected at the registered office of the Company from

11:00 am to 1:00 pm from the date of this Disclosure Document, until the date of the closure of

the Issue are as follows:

• The certificate of incorporation dated April 22, 2003 of the Issuer;

• The MoA and Articles of the Issuer;

• The Shareholders' resolution dated February 24, 2014 appointing M/s Shyam Malpani &

Associates, Chartered Accountants, Mumbai as the statutory auditors of the Issuer;

• The annual report for the financial year 2012-2013] along with audited balance sheet;

• The extract of resolution dated March 6, 2014 passed by the Board, for issuance of the A

Series Debentures; • The letters from IL & FS Trust Company Limited dated March 18, 2014 to the Issuer

giving their consent to act as the A Series Debenture Trustee;

• The letter from Link Intime India Private Limited dated March 14, 2014 to the Issuer

giving their consent to act as the Registrar to the Issue;

• The credit rating letter dated March 13, 2014 from Brickwork Ratings Private Limited

assigning a rating of BBB- to the Issuer for the Issue; and

• The Depository agreement between the Issuer and NSDL / CDSL for the Issue of the A

41

Series Debentures in dematerialized form.

27. Undertakings by the Company.

The Company undertakes that:

(i) it shall till the redemption of the A Series Debenture, submit to the A Series Debenture

Trustee, all information/details required as per the Debt Regulations within the timelines

mentioned therein and comply with the Debt Listing Agreement; and

(ii) complete the listing of the A Series Debentures on the BSE, on or prior to 15 (fifteen)

days of the Deemed Date of Allotment.

42

SECTION 4: OTHER INFORMATION AND ISSUE PROCEDURE

The A Series Debentures being offered as part of the Issue are subject to the provisions of the Act, the

MoA and Articles of the Issuer, the terms of this Disclosure Document, the Application Form and other

terms and conditions as may be incorporated in the A Series Debenture Trust Deed.

Mode of Transfer/ Transmission of Debentures.

The A Series Debentures shall be freely transferable. The A Series Debenture(s) shall be transferred and,

or, transmitted in accordance with the applicable Laws. The A Series Debentures held in dematerialised

form shall be transferred subject to and in accordance with the rules/ procedures as prescribed by NSDL/

CDSL and the relevant DP's of the transferor or transferee and any other applicable Laws and rules

notified in respect thereof. The transferee(s) should ensure that the transfer formalities are completed

prior to the Record Date. In the absence of the same, interest will be paid/ redemption will be made to the

person, whose name appears in the Register of Debenture Holder(s) maintained by the Depositories under

all circumstances. In cases where the transfer formalities have not been completed by the transferor,

claims, if any, by the transferees would need to be settled with the transferor(s) and not with the Issuer.

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

transfer of these A Series Debentures held in electronic form. The seller should give delivery instructions

containing details of the buyer's DP account to his DP.

Investors may note that subject to applicable Law, the A Series Debentures of the Issuer would be issued

and traded in dematerialised form only.

Debentures held in Dematerialized form.

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

A Series Debenture Holder(s) for redemption purposes and the redemption proceeds will be paid by

cheque/ fund transfer/ RTGS to those A Series Debenture Holder(s) whose names appear on the list of

holders provided by the Depositories to the Issuer. The names would be as per the Depositories' records

on the relevant Record Date fixed for the purpose of redemption. All such A Series Debentures will be

simultaneously redeemed through appropriate debit corporate action.

The list of the A Series Debenture Holders as of the relevant Record Date setting out the relevant name

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

Depositories to the Issuer and the Registrar. Based on the information provided above, the Issuer/

Registrar will dispatch the cheque for interest/ interest payments to the A Series Debenture Holders. If

permitted, the Issuer may transfer payments required to be made in relation to any A Series Debentures,

by electronic transfer of funds/ RTGS, to the bank account of the A Series Debenture Holder for

redemption and interest/ interest payments.

Trustee for the Debenture Holder(s).

The Issuer has appointed IL&FS Trust Company Ltd to act as the trustee for the A Series Debenture

Holder(s) vide the A Series Debenture Trustee Appointment Agreement. The Issuer and the A Series

Debenture Trustee intends to enter into the A Series Debenture Trust Deed inter alia, specifying the

powers, authorities and obligations of the A Series Debenture Trustee and the Issuer. The A Series

Debenture Holder(s) shall, without further act or deed, be deemed to have given their consent to the A

Series Debenture Trustee or any of its agents or authorized officials to do all such acts, deeds, matters and

things in respect of or relating to the A Series Debentures as the A Series Debenture Trustee may in its

discretion deem necessary or require to be done for the benefit of and in the interest of the A Series

43

Debenture Holder(s), subject to the parameters provided in the A Series Transaction Documents. Any

payment made by the Issuer to the A Series Debenture Trustee on behalf of the A Series Debenture

Holder(s)/ or to the A Series Debenture Holders Account as mentioned in the A Series Debenture Trust

Deed shall discharge the Issuer pro tanto to the A Series Debenture Holder(s). The A Series Debenture

Trustee will protect the interest of the A Series Debenture Holder(s) in regard to timely payments of the

Redemption Amounts and they will take necessary action, subject to and in accordance with the A Series

Debenture Trust Deed, at the cost of the Issuer. The A Series Debenture Trust Deed shall more

specifically set out rights and remedies of the A Series Debenture Holders and the manner of enforcement

thereof.

1. The Issuer and the A Series Debenture Trustee will enter into an A Series Debenture Trust Deed,

inter alia, specifying the rights, powers, authorities and obligations of the Issuer and the A Series

Debenture Trustee in respect of the A Series Debentures.

2. All the rights and remedies of the A Series Debenture Holder(s) shall vest in and shall be

exercised by the A Series Debenture Trustee, provided however, that the prior written consent of

the A Series Debenture Holder(s) shall be procured wherever required and in the manner required,

as per the A Series Transaction Documents.

3. Any payment made by the Issuer to the A Series Debenture Trustee on behalf of the A Series

Debenture Holder(s)/ or to the A Series Debenture Holder's Account as mentioned in the A Series

Debenture Trust Deed shall discharge the Issuer pro tanto to the A Series Debenture Holder(s).

4. The A Series Debenture Trustee will protect the interest of the A Series Debenture Holder(s) in

the event of 'default' (as defined in the A Series Debenture Trust Deed) by the Issuer in regard to

timely payment of the Redemption Amount and they will take necessary action at the cost of the

Issuer.

Market Lot.

The market lot will be 1 (one) A Series Debenture. Since the A Series Debentures are being issued only in

dematerialized form, the odd lots will not arise either at the time of issuance or at the time of transfer of A

Series Debentures.

Interest on Debentures.

The Interest on the A Series Debentures shall be accrued and compounded and paid in the manner and in

accordance with the terms set out in in the summary of the term sheet attached as Annexure 1 of this

Disclosure Document.

Borrowing Powers of the Board.

Pursuant to the shareholders' resolution dated February 24, 2014, passed in accordance with the

provisions of the Act, the Board has been authorized to borrow, from banks/financial institutions or other

persons, at their discretion, an amount up to a maximum of Rs.1,600 crore.

A Debenture Holder not a Shareholder.

The A Series Debenture Holder(s) is not a shareholder under the Act.

Rights of the Debenture Holder(s).

44

• The A Series Debentures shall have all of the rights and privileges and entitlements as available

under the Act and the A Series Transaction Documents. Further, if any resolution affecting the

rights attached to the A Series Debentures is to be placed before the Board or the Shareholders,

the said resolution will first be placed before the registered A Series Debenture Holder(s) for their

consideration and approval. Any Meeting of the A Series Debenture Holders shall be conducted

in accordance with the provisions of the A Series Debenture Trust Deed.

• The A Series Debenture Holder shall be entitled to vote in respect of the A Series Debentures,

either in person or by proxy, at any meeting of the A Series Debenture Holders conducted in

accordance with the provisions of the A Series Debenture Trust Deed.

• The A Series Debentures are subject to the provisions of the Act, the MoA and Articles of the

Issuer, the terms of this Disclosure Document, the Application Form and the A Series Transaction

Documents. Over and above such terms and conditions, the A Series Debentures shall also be

subject to other terms and conditions as may be incorporated in the Debt Regulations, guidelines,

notifications and regulations relating to the issue of capital/ debt and listing of securities issued

from time to time by the Government of India and, or, other authorities and other documents that

may be executed in respect of the A Series Debentures.

• Save as otherwise provided in this Disclosure Document and the A Series Debenture Trust Deed,

the provisions contained in Annexure C and, or, Annexure D to the Companies (Central

Government's) General Rules and Forms, 1956 as prevailing and to the extent applicable, will

apply to any Meeting of the A Series Debenture Holder(s), in relation to matters not otherwise

provided for in terms of the Issue of the A Series Debentures and in the A Series Debenture Trust

Deed.

• A Register of Debenture Holder(s) will be maintained in accordance with Section 152 of the Act

and the Redemption Amount becoming due and payable in respect of the A Series Debentures

will be paid to the registered holder thereof for the time being or in the case of joint-holders, to

the person whose name stands first in the Register of Debenture Holder(s).

• The A Series Debenture Holder(s) will be entitled to their A Series Debentures free from equities

and, or, cross claims by the Issuer against the original or any intermediate holders thereof.

Modifications of Rights.

The rights, privileges, terms and conditions attached to the A Series Debentures shall not be varied,

modified or abrogated unless a prior written permission the A Series Majority Debenture Holder(s) or

with the sanction accorded pursuant to a Majority Resolution passed at a Meeting of the A Series

Debenture Holders conducted in accordance with the provisions of the A Series Debenture Trust Deed.

Depository Arrangements.

The Issuer has appointed Link Intime India Private Limited, as the Registrar to the Issue. The Issuer has

made necessary depository arrangements with NSDL and CDSL for the issue and holding of the A Series

Debentures in dematerialized form.

The investors can hold the A Series Debentures only in dematerialized form and deal with the same as per

the provisions of the Depositories Act, 1996, as amended from time to time.

45

Notices.

All notices to the A Series Debenture Holder(s) required to be given by the Issuer or the A Series

Debenture Trustee shall have been given if sent either by registered post, by facsimile or by email to the

A Series Debenture Holders as appearing in the Register of Debenture Holder(s) maintained by the

Depositories, or as may be prescribed by the applicable Law, at the address/ email/ or facsimile as

contained in such register or such other address/ email/ or facsimile as may be notified by the A Series

Debenture Holder(s) from time to time through suitable communication.

All notice(s) to be given by the A Series Debenture Holder(s) shall be sent by registered post or by hand

delivery to the Issuer or to such persons at such address as may be notified by the Issuer from time to time

through suitable communication.

Notices issued by the Issuer/ the A Series Debenture Trustee/ the A Series Debenture Holder(s) to each

other shall be deemed to have been effectively given on the 3rd day falling after the same has dispatched

the notice by registered post/ courier or when confirmation of its transmission has been recorded by the

sender's facsimile machine and email or at the time of delivery in the case of personal delivery.

Joint-Holders.

Where 2 (two) or more persons are holders of any A Series Debenture(s), they shall be deemed to hold the

same as joint holders with benefits of survivorship subject to other provisions contained in the Articles of

the Issuer.

Payment Instructions.

The RTGS details of Issuer are as under:

IFSC Code: HDFC0001799

Bank Account No.: 50200004617570

Bank: HDFC Bank Limited

Branch: Kalpataru Estate, Building No. 1, Jogeshwari Vikhroli Link Road, Andheri (E), Mumbai 400 093

List of holders of the Debentures.

The Issuer shall request the Depositories to provide a list of holders as at the end of the relevant Record

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

Succession.

In the event of winding-up of the holder of the A Series Debenture(s), the Issuer will recognize the

executor or administrator of the concerned A Series Debenture Holder(s), or the other legal representative

as having title to the A Series Debenture(s). The Issuer shall not be bound to recognize such executor or

administrator or other legal representative as having title to the A Series 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 the production of probate or

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

the A Series Debenture(s) standing in the name of the concerned A Series Debenture Holder on

46

production of sufficient documentary proof or indemnity.

Nomination.

In the event of a deceased A Series Debenture Holder having nominated any person entitled to be

registered as the A Series Debenture Holder in the event of his/ her death, such nominee shall be

registered as the A Series Debenture Holder in place of the deceased A Series Debenture Holder,

notwithstanding anything contained herein or in any other law for the time being in force.

Mode of Payment.

All payments must be made through bank transfers/RTGS/ bank remittances as set out in the A Series

Transaction Documents/ Application Form.

Effect of Holidays.

In the event that any date defined above or elsewhere in this Disclosure Document other than the Deemed

Date of Allotment, is not a Business Day, the next Business Day shall be considered as the effective date.

In case the Record Date/ book closure date falls on a day which is not a Business Day, the day prior to

such date which is a Business Day shall be the Record Date/ book closure date.

The Interest for the interest periods shall be computed on an actual/actual days a year basis on the

principal outstanding on the A Series Debentures at the Interest rate.

Tax Deduction at Source.

(a) In the event the Issuer is required to make a tax deduction, the Issuer shall make the payment

required in connection with that tax deduction within the time allowed and in the minimum

amount required by applicable Law subject to the any maximum amount as may be agreed to in

the A Series Transaction Documents.

(b) The Issuer shall within the applicable statutory period after the due date of payment of any tax or

other amount which it is required to pay, deliver to the A Series Debenture Trustee evidence of

such deduction, withholding or payment and of the remittance thereof, to the relevant taxing or

other authority.

Letters of Allotment.

The A Series Debentures will be credited in dematerialised form within the time period specified in the

Debt Listing Agreement entered into between the Stock Exchange and the Issuer.

Deemed Date of Allotment.

All the benefits under the A Series Debentures will accrue to the Debenture Holders from the specified

Deemed Date of Allotment. The Deemed Date of Allotment for the Debentures is March 28, 2014 or the

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

Payment on Redemption.

Payment on redemption will be made by way of credit through RTGS system/ funds transfer/ remittances

into the accounts of the holders of the A Series Debentures or as specified by them in accordance with the

47

A Series Transaction Documents, in the name of the A Series Debenture Holder(s) whose names appear

on the list of holders given by the Depository to the Issuer as on the Record Date.

The A Series Debentures shall be taken as discharged on payment of the full Redemption Amount by the

Issuer to the registered A Series Debenture Holder(s) whose name appears in the Register of Debenture

Holder(s) on the Record Date. Such payment will be a legal discharge of the liability of the Issuer towards

the A Series Debenture Holder(s). On such payment being made, the Issuer will inform NSDL/ CDSL

and accordingly the account of the A Series Debenture Holder(s) will be adjusted with NSDL / CDSL.

The Issuer's liability to the A Series Debenture Holder(s) towards all their rights including for payments

of the Redemption Amounts as specified under the A Series Debenture Trust Deed or otherwise shall

cease and stand extinguished post redemption and payment thereof in accordance with the A Series

Debenture Trust Deed.

Governing Law.

The A Series Debentures are governed by and shall be construed in accordance with the Indian laws. Any

dispute arising thereof will be subject to the non exclusive jurisdiction of the courts and tribunals in the

city of Mumbai. The Issuer's obligations under the A Series Debentures shall, at all times, be subject to

the directions of the Reserve Bank of India and the Securities and Exchange Board of India.

48

SECTION 5: DECLARATION

It is hereby declared that this Disclosure Document contains full disclosure in accordance with the Debt

Regulations and other regulations/ guidelines issued by the SEBI. The Issuer also confirms that this

Disclosure Document does not omit disclosure of any material fact which may make the statements made

therein, in light of the circumstances under which they are made, misleading. The Disclosure Document

also does not contain any false or misleading statement.

Signed for and on behalf of

Kapstone Constructions Private Limited

Authorised Signatory

Date: April 11, 2014

Place: MUMBAI

49

ANNEXURE 1: TERMSHEET

1. Security Name Rated, listed, unsecured, redeemable cumulative non- convertible debentures

(hereinafter "A Series Debentures").

2. Issuer Kapstone Constructions Private Limited, having its registered office at 702,

Natraj, Western Express Highway, MV Road Junction, Andheri (E), Mumbai

400 069 India.

3. Type and

Nature of

Instrument

Redeemable Cumulative Non -Convertible A Series Debentures, which shall

be Rated, Interest Bearing and shall be Rupee Denominated.

4. Status

The A Series Debentures shall constitute a direct obligation of the Issuer and

shall at all times rank pari passu inter se and without any preference or priority

among themselves.

All the A Series Debentures issued/ allotted to and held by the A Series

Debenture Holders, in terms of this Disclosure Document and the A Series

Debenture Trust Deed shall be of the same class.

5. Mode of Issue Private Placement.

6. Eligible

Investors

Only those investors who have been addressed through a communication

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

required to comply with the relevant regulations/ guidelines applicable to them

for investing in this issue of the A Series Debentures.

7. Listing The Issuer shall make an application for the final listing of the A Series

Debentures on the whole sale debt market segment ("WDM Segment") of the

Bombay Stock Exchange Limited, within 5 (five) days from the Deemed Date

of Allotment. The Issuer shall get the A Series Debentures listed on the WDM

Segment within 15 (fifteen) days from the Deemed Date of Allotment.

In case the A Series Debentures are not listed within 15 (fifteen) days from the

Deemed Date of Allotment for any reason whatsoever, the Issuer shall

immediately redeem/ buy back the A Series Debentures in accordance with the

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

March 1, 2012 and in such an eventuality the Issuer shall reimburse such A

Series Debenture Holders, the Subscription Amount along with the Interest.

8. Credit Rating 'BBB-' by Brickwork Rating Private Limited.

9. Issue Size The Issuer and the Promoters offer subscription of 300 (three hundred) A

Series Debentures for an amount aggregating to Rs.300,00,00,000/- (Rupees

Three Hundred Crores Only).

10. Principal

Amount or

Subscription

Amount

Rs.300,00,00,000/- (Rupees Three Hundred Crores Only).

50

11. Number of

Debentures

300 (three hundred) A Series Debentures.

12. Issue Timing Issue Opening Date: March 24, 2014

Issue Closing Date: April 15, 2014

Deemed Date of Allotment: April 15, 2014

13. Option to

retain over

subscription

Not applicable.

14. Minimum

Application

Size

1 (one) A Series Debenture.

15.

Nominal Value

or Face Value

Each A Series Debenture shall have a nominal value/ face value of

Rs.1,00,00,000/- (Rupees One Crore Only) ("Nominal Value") per A Series

Debenture contributed by the A Series Debenture Holders to subscribe/ acquire

the A Series Debentures.

15A Issue Price

At par.

16. Details of

Utilization of

Issue proceeds/

Objects of the

Issue

The Subscription Amounts received by the Company shall be used for, (i)

Rs.74,00,00,000/- (Rupees Seventy Four Crores Only) towards the part

repayment of the ICICI Loan Facility and Rs.200,00,00,000/- (Rupees Two

Hundred Crores Only) towards repayment of certain existing liabilities of the

Issuer, and (ii) Rs.26,00,00,000/- (Rupees Twenty Six Crores Only) towards

contribution in RRPL by the Issuer.

The Subscription Amounts received by the Issuer shall be deposited and kept

in the Utilization Escrow Account with the Utilization Escrow Agent, until the

A Series Debentures are listed on the WDM Segment of the Stock Exchange.

The Subscription Amounts shall only be released to the Issuer upon the

successful listing of the A Series Debentures on the WDM Segment.

As on the Deemed Date of Allotment, the Issuer shall have subscribed to

11,40,00,000 (eleven crore forty lacs) non- convertible debentures of RRPL

("RRPL NCDs") against an amount of Rs.114,00,00,000/- (Rupees One

Hundred Fourteen Crores Only) contributed by the Issuer in RRPL, on the

terms and conditions set forth in the A Series Debenture Trust Deed.

17. Form of

Issuance and

Trading

Dematerialised. The Issuer shall issue the A Series Debentures in

dematerialised form on the Deemed Date of Allotment. The A Series

Debenture Holders shall hold the A Series Debentures in dematerialised form

and shall deal with the same as per the provisions of the Depositories Act,

1996, the regulations thereunder and the rules and bye laws of the Depository.

The Issuer shall maintain continuous listing until all and not less than all the A

Series Debentures are redeemed by paying the entire Redemption Amounts in

51

accordance with the A Series Debenture Trust Deed. In this regard, the Issuer

shall comply with all applicable provisions of the Debt Regulations and the

Debt Listing Agreement, as applicable, to ensure the continuous listing of the

A Series Debentures.

17A

. Mode of

Settlement

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

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

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

available, the Issuer shall make payment of all amounts by way of cheques /

demand drafts.

18. Transferability The A Series Debentures shall be issued free of all encumbrances of any nature

whatsoever, together with all rights now or hereafter attaching thereto. The A

Series Debentures shall be freely transferable. The transfer of the A Series

Debentures shall be in accordance with the rules/procedures as prescribed by

the Depository and the relevant rules and regulations of the SEBI.

19. Interest/

Coupon Rate

The Company agrees and undertakes that the A Series Debentures shall carry

an interest at the rate of 21.30% (twenty one point three zero percent), p.a.

compounded quarterly, Net of Taxes (as set forth at Clause 33 below)

("Interest"). It is hereby clarified that the Interest shall be charged and payable

on any unpaid amounts of the Interest. It is hereby further clarified that the

Interest rate of 21.30% (twenty one point three zero percent) p.a. compounded

quarterly, Net of Taxes is equivalent to an annualized IRR of 23% (twenty

three percent) per annum, Net of Taxes.

20. Step Up/Step

Down Coupon

Rate

NA.

21. Interest/

Coupon

Payment

Frequency

The Issuer shall be liable to pay Interest on the A Series Debentures to the A

Series Debenture Holders on periodic basis as set forth below in Clause 27 and

in no event all of the Interest along with the aggregate Nominal Value shall be

paid later than the Final Redemption Date of the A Series Debentures.

The Interest on the A Series Debentures shall accrue from the Deemed Date of

Allotment and shall be payable in accordance with the terms and conditions of

the A Series Debenture Trust Deed. It is clarified that the Interest required to

be paid shall be calculated until the date of actual payment of the Interest.

The Interest shall be accrued and computed on a quarterly basis calculated on

the last day of each quarter (viz. 3 (three) month periods ending March 31,

June 30, September 30 and December 31). For the purposes of calculation of

the Interest between each quarter, the actual number of days from the last

quarter end date shall be considered. If any payment is made within a quarter,

then the Interest has to be computed till the date of payment.

It is expressly agreed that if there are no sufficient Distributable Amounts, then

the Interest shall accrue as provided in clauses 19 and 21 and shall be paid on

there being sufficient Distributable Amounts; provided however that

notwithstanding anything contained in this clause 21, if at the expiry of the

52

Redemption Grace Period, the Company fails to pay the entire accrued Interest

on account of there being no sufficient Distributable Amounts, then the Interest

shall remain due and payable and the A Series Debenture Holders shall be

fully entitled to enforce their rights and entitlements under clauses 26 and 42

and otherwise available to them under the Law.

22. Coupon Type Fixed.

23. Coupon Reset

Process

(including

rates, spread,

effective date,

interest rate

cap and floor

etc).

NA.

24. Day Count

Basis

Actual/Actual.

25. Tenor 5 (five) years 6 (six) months from the Deemed Date of Allotment with a grace

period of 6 (six) months.

26. Maturity Date

or Redemption

Date

Unless the A Series Debentures are redeemed earlier in accordance with the A

Series Debenture Trust Deed, the Issuer shall redeem all and not less than all

the A Series Debentures in full, by paying the entire Redemption Amounts, on

the date falling on the completion of 5 (five) years and 6 (six) months from the

Deemed Date of Allotment viz. October 14, 2019, ("Final Redemption

Date"). If the Issuer fails to redeem all and not less than all the A Series

Debentures in full, by paying the entire Redemption Amounts, on or before the

Final Redemption Date, as provided in the A Series Debenture Trust Deed, the

Issuer shall have a grace period of 6 (six) months ("Redemption Grace

Period") from the Final Redemption Date which shall expire on April 14,

2020, to mandatorily redeem all and not less than all the A Series Debentures

by paying the entire Redemption Amounts to the A Series Debenture Holders.

Notwithstanding anything contained in the A Series Debenture Trust Deed and

without prejudice to all the rights and entitlements of the A Series Debenture

Holders under the Law and the A Series Transaction Documents, if the Issuer,

by the expiry of the Redemption Grace Period, has not redeemed all and not

less than all the A Series Debentures by paying the entire Redemption

Amounts to the A Series Debenture Holders, then the following shall apply:

(i) The A Series Debenture Holders shall have the unfettered, absolute and

exclusive right and entitlement to, at any time without any further

consent of the Company and, or, RRPL and, or, the Promoters to sell,

transfer or undertake/ seek any other commercial exploitation of built up

area, flats, apartments, units, slabs, un-utilized FSI or developable areas

in the Projects by way of a development rights agreement in any manner

whatsoever, either by public auction or private contract or bulk sale or

otherwise; and with liberty to make such conditions and stipulations on

53

title or evidence of title or other matters as the A Series Debenture

Holders, may deem proper without being liable or answerable or

accountable for any loss or deterioration occasioned thereby to the

Promoters or the Company. The A Series Debenture Holders shall also

have the right to seek all remedies against the Company and, or, RRPL,

in accordance with the applicable Laws and the A Series Debenture

Holders shall be entitled to execute the necessary deeds, documents and

writings including but not limited to sale agreements or conveyances

and, or, development agreements and obtain all necessary Approvals and

do all such acts and deeds necessary to give effect to the provisions of

this paragraph, including but not limited to handing over the title deeds

of the Projects, in the custody of the Company and RRPL;

(ii) It is agreed that for the purposes of implementing any sale or transfer or

commercial exploitation as specified under paragraph (i) above, the A

Series Debenture Holders shall appoint one or more of the IPCs, and the

sale and transfer shall only take place at or above the price and on the

terms and conditions determined by the IPCs unless the Company, the

Promoters and the A Series Debenture Holders, mutually agree

otherwise. The A Series Debenture Holders shall have absolute right and

discretion to select any of the IPCs and such selection and nomination

shall be binding on all of the Promoters, the Company, RRPL and the A

Series Debenture Holders. The Company, RRPL, the Promoters and the

shareholders of the Company and RRPL shall provide the necessary

assistance and co-operation to the IPCs so appointed by the A Series

Debenture Holders. All decisions with respect to the sale and transfer

shall be taken by the A Series Debenture Holders provided that these are

in consonance with the price and terms of sale and transfer determined

by the IPCs. The A Series Debenture Holders shall also be entitled to

issue necessary instructions to the IPCs;

(iii) Any proceeds received or collected pursuant to the exercise of the right

and entitlements of the A Series Debenture Holders in the manner

provided in paragraph (i) and (ii) above in respect of the Company

Project, shall be deposited in the Construction Loan Escrow Accounts (if

any) or the Project Revenue Account and shall be first utilized for the

payment of the Company's Taxes, outstanding payments to the Land

Owners (as per the Joint Development Agreements) and meeting the

then existing liabilities of the Company pursuant to a senior secured

construction loan availed by it from a Secured Creditor. Thereafter, the

balance amounts shall be distributed between the A Series Debenture

Holders and the B Series Debenture Holders in the ratio of 80:20

respectively;

Any proceeds received or collected by the A Series Debenture Holders in

the manner provided in paragraph (i) and (ii) above in respect of the

Rustomjee Project, shall be deposited in the RRPL Revenue/

Construction Loan Escrow Account and shall be first utilized for the

payment of RRPL's Taxes, outstanding payments to the Societies Union

(as per the Rustomjee Project Agreements) and meeting the then existing

liabilities of RRPL pursuant to a senior secured construction loan availed

54

by it from a Secured Creditor. Thereafter, the balance amounts shall be

deposited in the Distribution Escrow Account and shall be distributed

between the A Series Debenture Holders and the B Series Debenture

Holders in the ratio of 80:20 respectively

(iv) The Company shall continue to complete the development/ construction

of the Company Project in accordance with the Approved Business Plan

and shall comply with the Approved Business Plan; except that any

sale/transfer/ commercial exploitation of any built up area, flats,

apartments, units, slabs, un-utilized FSI or developable areas of the

Company Project may be made by the A Series Debenture Holders in

accordance with this clause 26. Similarly, RRPL shall continue to

complete the development/ construction of the Rustomjee Project in

accordance with the RRPL Approved Business Plan and shall comply

with the RRPL Approved Business Plan; except that any sale/transfer/

commercial exploitation of any built up area, flats, apartments, units,

slabs, un-utilized FSI or developable areas of the Rustomjee Project may

be made by the A Series Debenture Holders in accordance with this

clause 26 hereof.

The A Series Debenture Holders or the A Series Debenture Trustee shall be

under no obligation to serve any Notice, reminder or intimation to the Issuer

regarding its obligation to pay the Redemption Amounts on the Final

Redemption Date and, or, on the expiry of the Redemption Grace Period and it

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

payment thereof in the manner herein provided. If the Company fails to

redeem all and not less than all the A Series Debentures in full by paying the

entire Redemption Amounts on or before the Final Redemption Date or before

the expiry of the Redemption Grace Period, on account of there being no

sufficient Distributable Amounts, then at the expiry of the Redemption Grace

Period, the Redemption Amounts shall remain due and payable and the

Company shall remain liable to pay the Redemption Amounts and the A Series

Debenture Holders shall have the rights and entitlements as set forth at clause

26 and 42 and otherwise available to them under the Law. The rights and

entitlements of the A Series Debenture Holders under this Clause 26 shall be

without prejudice to the rights and entitlements of the A Series Debenture

Holders acting through the A Series Debenture Trustee to immediately invoke

and enforce the Corporate Guarantee 1 and, or, the Corporate Guarantee 2,

detailed at Clause 41; and upon such invocation and enforcement, KRPL shall

be bound to pay the entire amounts under the Corporate Guarantee 1 to the A

Series Debenture Trustee and, or, under the Corporate Guarantee 2 to the

Issuer in accordance with their respective terms.

27. Redemption

Amounts

The redemption amount shall mean the total amounts outstanding towards the

aggregate Nominal Value of the A Series Debentures plus the accrued and

unpaid amount of the Interest ("Redemption Amounts").

The amounts paid by the Company to the A Series Debenture Holders shall be

applied in following manner and order of priority:

(i) Firstly, the amounts paid by the Company shall be applied towards the

55

payment of the accrued and unpaid Interest on all the A Series

Debentures, unless the entire Interest payable on the A Series Debentures

in accordance with the A Series Debenture Trust Deed has been paid in

full by the Issuer to the A Series Debenture Holders;

(ii) Secondly, after the full and complete satisfaction of the payments set

forth paragraph (i) above is achieved, the amounts paid by the Company

shall be applied towards payment/ redemption of the Nominal Value on

all the A Series Debentures less Rs.1,000/- (Rupees One Thousand Only)

per A Series Debenture;

(iii) Lastly, after the full and complete satisfaction of the payments set forth

at paragraph (ii) above is achieved, the amounts paid by the Company

shall be applied towards payment/ redemption of the balance Nominal

Value of Rs.1,000/- (Rupees One Thousand Only) per A Series

Debenture.

For avoidance of doubt, it is clarified that (i) any amounts paid by the

Company, whether towards the Interest or the redemption, on the A Series

Debentures shall be paid proportionately to all the A Series Debenture

Holders; and (ii) the A Series Debentures shall not be deemed to be redeemed

by the Company until the entire Redemption Amounts, is received by the A

Series Debenture Holders in their respective bank accounts. It is clarified that

all amounts paid to the A Series Debenture Holders towards the Interest or

redemption, shall be adjusted while calculating the total outstanding amounts

towards the Redemption Amounts.

Any payments of the Redemption Amounts and other amounts, as required

under the provisions of this Disclosure Document and the A Series Debenture

Trust Deed, shall be made to the registered A Series Debenture Holders whose

names appear on the list of beneficial owners given by the Registrar to the

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

transfer to the holders of the A Series Debentures.

It is hereby clarified that in exercise of the rights specified in Clause 26 above,

no rights or entitlements will be exercised or claimed in respect of the

Promoters' Saleable Area and the School and Medical Facilities and the same

will be completely excluded.

The Redemption Amounts payable hereunder by the Company to the A Series

Debenture Holders shall, as between the A Series Debenture Holders, inter-se,

rank pari passu without any preference or priority whatsoever on account of

the date of issue or allotment or otherwise.

28. Distribution

Escrow

Account of the

Company and

the Distribution

Escrow

Mechanism

The Issuer shall ensure that:

(i) payments received or to be received from the customers towards

purchase of units in the Company Project, including sale considerations,

booking amounts and advances and the Company Receipts, through any

medium whatsoever including cheque, demand drafts, wire transfer or

cash, shall be deposited into the Construction Loan Escrow Accounts in

56

accordance with the Lending Agreements or any financing agreement

executed by the Company with any other Secured Creditor. The

Company shall furnish the A Series Debenture Holders with copies of the

bank account statements of the Construction Loan Escrow Accounts, the

Project Revenue Account, the Expense Account, the Land Owners Bank

Account and the bank accounts of the Company mentioned at paragraphs

(viii) and (ix) below, as and when required by the A Series Debenture

Holders;

(ii) all excess amounts lying in the Construction Loan Escrow Accounts over

and above the amounts required to be maintained in the Construction

Loan Escrow Accounts or all excess amounts over and above the

amounts transferred to the account of the Secured Creditor to service the

construction loan ("Excess Amounts"), in accordance with the Lending

Agreements or any financing agreement executed by the Company with

any other Secured Creditor shall be immediately transferred, without any

demur, delay and protest to the revenue bank account of the Company

("Project Revenue Account"). For avoidance of doubt it is clarified that

the Excess Amounts, shall not be retained in the Construction Loan

Escrow Accounts and shall be immediately transferred to the Project

Revenue Account.

If the Company establishes an account ("Land Owners Bank Account")

with any of the Land Owners under the provisions of the Joint

Development Agreements, for making payments to the Land Owners in

accordance with the terms thereof, then simultaneous with the transfer of

the Excess Amounts to the Project Revenue Account from the

Construction Loan Escrow Accounts, such amounts equivalent to the

amounts required to be paid to the Land Owners, under the provisions of

the Joint Development Agreements or as shall be provided under the

Articles, shall be transferred to the Land Owners Bank Account. If the

Land Owners Bank Account is not established, then the amounts payable

by the Company to the Land Owners under the Joint Development

Agreements shall be paid to them from the Construction Loan Escrow

Account.

Further, in the event there are no Construction Loan Escrow Accounts,

(a) then the Company shall ensure that all payments received or to be

received from the customers towards purchase of units in the Company

Project, including sale considerations, booking amounts and advances

and all of the Company Receipts, through any medium whatsoever

including cheque, demand drafts, wire transfer or cash shall be

immediately and at all times be deposited in the Project Revenue

Account, without any delay, demur or protest; (b) then, subject to the

provisions of the A Series Debenture Trust Deed, the amounts that are

required to be paid to the Land Owners under the provisions of the Joint

Development Agreements shall be transferred from the Project Revenue

Account to the Land Owners Bank Account or if there is no Land

Owners Bank Account, such amounts shall be paid directly to the Land

Owners from the Project Revenue Account; and (c) if any amounts are

still being deposited into the Construction Loan Escrow Accounts then

57

the Company shall immediately transfer such funds deposited in the

Construction Loan Escrow Accounts, without any delay, demur or delay,

in the Project Revenue Account and the Company shall not utilize or use

such funds deposited in the Construction Loan Escrow Accounts in any

manner whatsoever;

(iii) all the Company Project expenses of the Company as approved in the

Cash Flow Statement ("Project Expenses"), on an ongoing basis shall be

made from 1 (one) bank account (hereinafter referred to as the "Expense

Account") in accordance with the provisions of the A Series Debenture

Trust Deed;

(iv) within first 10 (ten) days of the beginning of each calendar month, an

agreed amount based on the Project Drawdown Schedule shall be

transferred, from the Project Revenue Account to the Expense Account,

such that the Expense Account has sufficient funds to pay for the Project

Expenses, for the next succeeding 4 (four) months ("Designated Project

Expenses"). For avoidance of any doubts it is clarified that if on the 10th

(tenth) day of a relevant calendar month, the Project Revenue Account

does not have sufficient funds to meet the amount of the Designated

Project Expenses, then as and when funds are available in the Project

Revenue Account, the same shall be transferred to the Expense Account,

until the amount equivalent to the Designated Project Expenses have

been transferred to the Expense Account. The amounts required to be

transferred from the Project Revenue Account shall stand reduced to the

extent of the amounts lying unutilized in the Expense Account, which

were transferred in the prior calendar month and have not been

utilized/spent.

(v) it is clarified that any transfers from the Project Revenue Account shall

be made strictly in accordance with the Project Drawdown Schedule in

order to ensure that the construction and development of the Company

Project is not affected;

(vi) the balance/remaining amounts in the Project Revenue Account over and

above the amounts required to be transferred to the Expense Account in

accordance with paragraph (iv) above (such balance/remaining amounts

shall hereinafter be referred to as the "Company Distributable

Amounts") shall simultaneously, with the transfer of funds into the

Expense Account, be transferred by the Company (on a monthly basis or

in such internals as may be required), without any delay, demur or

protest, to the Distribution Escrow Account;

(vii) no expenses shall be made from the Project Revenue Account; and

(viii) all amounts received from unit purchasers/customers towards

Taxes (including service tax, VAT, labour cess, local body taxes) shall be

deposited into separate accounts as specified in the A Series Debenture

Trust Deed and all such Taxes shall be paid from these accounts. If there

are any credit balances in these accounts owing to any Tax credits, the

same shall be transferred to the Project Revenue Account on a quarterly

58

basis;

(ix) all amounts received from unit purchasers/customers towards

stamp duty, registration charges, society formation charges, legal

expenses and all other pass through charges shall be deposited into a

separate account as specified in the A Series Debenture Trust Deed and

all such expenses shall be paid from this account; and

(x) none of the Company Receipts shall be deposited into the

Expense Account.

The Company shall open, maintain and operate the Distribution Escrow

Account with the Distribution Escrow Agent in accordance with the terms of

the Distribution Escrow Agreement and the Articles.

On and from the Deemed Date of Allotment, the Distribution Escrow Agent,

upon the deposit/ receipt of the Distributable Amounts in the Distribution

Escrow Account, until the redemption of all and not less than all the A Series

Debentures in full by payment of the entire Redemption Amounts, shall

automatically transfer 80% (eighty percent) of the total amounts received in

the Distribution Escrow Account, to the account of the A Series Debenture

Holders as specified by the A Series Debenture Holders. The balance 20%

(twenty percent) of the amounts deposited in the Distributable Escrow Account

shall be transferred by the Distribution Escrow Agent to the account of the B

Series Debenture Holders, as specified in the B Series DSA. Such transfers

shall be made by the Distribution Escrow Agent automatically and without any

specific instructions to the Distribution Escrow Agent.

Without prejudice to the absolute obligations and liabilities of the Company to

pay the entire Redemption Amounts to the A Series Debenture Holders on or

before the Final Redemption Date, 80% (eighty percent) of the amounts shall

be mandatorily used by the Company for payments on the A Series

Debentures/ payments to the A Series Debenture Holders and application of

receipt of such amounts shall be as set forth in Clause 27 above. It is clarified

that no payments/ distributions shall be made to the Shareholders, until all and

not less than all the A Series Debentures have been redeemed in full by paying

the entire Redemption Amounts to the A Series Debenture Holders.

If there are no sufficient Distributable Amounts, then:

(i) the Interest shall continue to accrue and be and remain payable as

provided under the A Series Debenture Trust Deed and shall be paid on

there being Distributable Amounts, provided however that

notwithstanding anything contained in this paragraph, if at the expiry of

the Redemption Grace Period, the Company fails to pay the entire

accrued Interest on account of there being no sufficient Distributable

Amounts, then the Interest shall remain due and payable and the A Series

Debenture Holders shall be fully entitled to enforce their rights and

entitlements under Clauses 26 and 42 and otherwise available to them

under the Law; and

59

(ii) the Redemption Amounts shall be and remain payable as provided under

the A Series Debenture Trust Deed and shall be paid on there being

Distributable Amounts; provided however that notwithstanding anything

contained in this paragraph, if at the expiry of the Redemption Grace

Period, the Company fails to pay the Redemption Amounts on account of

there being no sufficient Distributable Amounts, then the Redemption

Amounts shall remain due and payable and the A Series Debenture

Holders shall be fully entitled to enforce their rights and entitlements

under Clauses 26 and 42 and otherwise available to them under the Law.

29. Distributions

from RRPL

The Issuer shall ensure that:

(i) payments received or to be received from the customers towards

purchase of units in the Rustomjee Project, including sale considerations,

booking amounts and advances and the RRPL Receipts, through any

medium whatsoever including cheque, demand drafts, wire transfer or

cash, shall be deposited into the RRPL Revenue/ Construction Loan

Escrow Account in accordance with the SBI Lending Agreements or any

financing agreement executed by RRPL with any Secured Creditor.

RRPL shall furnish the A Series Debenture Holders with copies of the

bank account statements of the RRPL Revenue/ Construction Loan

Escrow Account, the RRPL Expense Account and the bank accounts of

RRPL mentioned at (vii) and (viii) below, as and when required by the A

Series Debenture Holders;

(ii) all the Rustomjee Project expenses of RRPL as approved in the Cash

Flow Statement ("Rustomjee Project Expenses"), on an ongoing basis

shall be made from 1 (one) bank account (hereinafter referred to as the

"RRPL Expense Account") in accordance with the provisions of the A

Series Debenture Trust Deed. The RRPL Expense Account shall be

opened with a reputed bank;

(iii) within first 10 (ten) days of beginning of each calendar month, an agreed

amount based on the Project Drawdown Schedule shall be transferred,

from the RRPL Revenue/ Construction Loan Escrow Account to the

RRPL Expense Account, such that the RRPL Expense Account has

sufficient funds to pay for the Rustomjee Project Expenses, for the next

succeeding 4 (four) months ("Designated Rustomjee Project

Expenses"). For avoidance of any doubts it is clarified that if on the 10th

(tenth) day of a relevant calendar month, the RRPL Revenue/

Construction Loan Escrow Account does not have sufficient funds to

meet the amount of the Designated Rustomjee Project Expenses, then as

and when funds are available in the RRPL Revenue/ Construction Loan

Escrow Account, the same shall be transferred to the RRPL Expense

Account, until the amount equivalent to the Designated Rustomjee

Project Expenses have been transferred to the RRPL Expense Account.

The amounts that are required to be transferred from the RRPL Revenue/

Construction Loan Escrow Account shall stand reduced to the extent of

the amounts lying unutilized in the RRPL Expense Account which were

transferred in the prior calendar month and have not been utilized/ spent;

60

(iv) it is clarified that any transfers from the RRPL Revenue/ Construction

Loan Escrow Account shall be made strictly in accordance with the

Project Drawdown Schedule in order to ensure that the construction and

development of the Rustomjee Project is not affected;

(v) the balance/ remaining amounts in the RRPL Revenue/ Construction

Loan Escrow Account over and above the amounts required to be

transferred to the RRPL Expense Account in accordance with paragraph

(iii) above (such balance/remaining amounts shall hereinafter be referred

to as the "RRPL Distributable Amounts") shall simultaneously, with

the transfer of funds into the RRPL Expense Account, be transferred by

RRPL (on monthly basis or in such intervals as may be required),

without any delay, demur or protest, to the Distribution Escrow Account

of the Company;

(vi) no expenses shall be made from the RRPL Revenue/ Construction Loan

Escrow Account, except as permitted under the terms and conditions of

the SBI Lending Agreements;

(vii) all amounts received from unit purchasers/customers towards Taxes

(including service tax, VAT, labour cess, local body taxes) shall be

deposited into a separate account as specified in the A Series Debenture

Trust Deed and all such Taxes shall be paid from this account. If there

are any credit balances in this account owing to any Tax credits, the same

shall be transferred to the RRPL Construction/ Revenue Account on a

quarterly basis;

(viii) all amounts received from unit purchasers/customers towards

stamp duty, registration charges, society formation charges, legal

expenses and all other pass through charges shall be deposited into a

separate account specified in the A Series Debenture Trust Deed and all

such expenses shall be paid from this account; and

(ix) none of the RRPL Receipts shall be deposited into the RRPL

Expense Account.

30. Discount at

which security

is issued and

the effective

yield as a result

of such

discount

NA.

31. Put option Date NA.

32. Put option

Price

NA.

33. Withholding

Tax and other

All interest and other payments by the Issuer on the A Series Debentures shall

be made net of any withholding taxes/ TDS (subject to a maximum of 15%

61

Taxes on

interest

payment

(fifteen percent)), which shall be borne by the Issuer and be paid by the Issuer

to the tax department/ Governmental Authorities as per the applicable provisions

of the Income Tax Act, 1961 (hereinafter referred to as "Net of Taxes").

Accordingly, any Interest or other payments on the A Series Debentures shall be

grossed-up to ensure that the A Series Debenture Holders receive the entire

Interest and any other amount without any withholding taxes/ TDS (subject to

maximum withholding taxes/ TDS of 15% (fifteen percent)). Any withholding

taxes/ TDS over and above 15% (fifteen percent) shall be deducted from the

interest payments to the A Series Debenture Holders and shall be to the

account of the A Series Debenture Holders. The Issuer shall provide all

necessary withholding tax/ TDS certificates to the A Series Debenture Holders.

34. Call Option

(i) The Promoters have a one-time call option ("Call Option") to purchase

all, but not less than all of the A Series Debentures (hereinafter to as the

"Call Securities"), at the Call Option Exercise Price, at any time after the

expiry of 3 (three) years from the Deemed Date of Allotment subject to

no Event of Default by the Promoters or the Company or RRPL (which

Event of Default has not been cured in accordance with Clause 43). The

Call Option may be exercised by the Promoters, provided however that,

all and not less than all of the Call Securities shall be acquired/ purchased

by them in a single tranche on or before the Call Option Settlement Date.

(ii) If the Promoters exercise the Call Option, then the Promoters shall

deliver to the A Series Debenture Holders, a notice in writing in respect

of the acquisition of the Call Securities at the Call Option Exercise Price

("Call Option Notice"). The Promoters shall have the obligation to pay

the Call Option Exercise Price and purchase/ acquire the Call Securities,

on a date not later than 120 (one hundred twenty) days from the date of

the Call Option Notice ("Call Option Settlement Date"). If the

Promoters fail to acquire/ purchase the Call Securities in a single tranche

on or before the Call Option Settlement Date, the Promoters shall have

an additional time period of 90 (ninety) days from the Call Option

Settlement Date to pay the Call Option Exercise Price and purchase the

Call Securities and such 90th (ninetieth) day from the Call Option

Settlement Date shall be termed as the Call Option Settlement Date. The

Call Option Exercise Price shall be satisfied only by payment in full by

the Promoters of the Call Option Exercise Price for the Transfer of all

and not less than all of the Call Securities. An illustration of the

foregoing provisions is set forth below:

If the date of Call Option Notice is January 1, 2017

Then the Call Option Settlement Date shall be April 30, 2017, on or

before which date the Promoters are required to pay the Call Option

Exercise Price and purchase/ acquire the Call Securities

If the Promoters fail to purchase the Call Securities on or before April

30, 2017 then the Promoters shall have the option to purchase the Call

Securities, on or before July 29, 2017, after which the Call Option shall

lapse.

62

(iii) The Promoters shall ensure that the Call Option Exercise Price is paid in

full on the Call Option Settlement Date in accordance with the applicable

Law.

(iv) If the Call Option has been exercised, then the Promoters shall, on the

Call Option Settlement Date pay/ remit through proper banking channels

the Call Option Exercise Price to the bank account of the A Series

Debenture Holders as notified by the A Series Debenture Trustee to the

Promoters. Payment of the Call Option Exercise Price shall be deemed to

have been made only upon the Promoters providing the A Series

Debenture Holders with the proof of remittance of the Call Option

Exercise Price (being the UTR number or the swift remittance

confirmation given by the remitting bank) and simultaneously therewith

the receipt thereof, the A Series Debenture Trustee acting on behalf of all

the A Series Debenture Holders shall sign and execute the necessary

transfer deeds in respect of the sale of the Call Securities to the

Promoters, in a form and manner acceptable to the A Series Debenture

Holders and the Promoters. The completion of the Call Option shall not

occur unless and until the Call Option Exercise Price is received in full

by the A Series Debenture Holders in their respective bank accounts on

or before the Call Option Settlement Date. Notwithstanding anything

contained herein, the Call Option shall lapse and stand terminated

automatically if the Call Option Exercise Price is not paid in full to the A

Series Debenture Holders on or before the Call Option Settlement Date

for any reason whatsoever. It is hereby clarified that the annualized IRR

of 24% (twenty four percent) shall be calculated until the date of receipt

of the Call Option Exercise Price by the A Series Debenture Holders

from the Promoters in accordance with this Clause 34.

(v) In the event any regulatory Approvals are required for giving effect to the

Call Option, the Promoters shall apply for and obtain all such Approvals

prior to the Call Option Settlement Date and in no event shall the

Promoters be entitled to seek the extension of the Call Option Settlement

Date on account of any delays for obtaining any such regulatory

Approvals.

(vi) Notwithstanding anything contained herein, the Promoters shall not be

entitled to exercise the Call Option, if the A Series Debenture Trustee has

issued a Default Notice; provided however, if the Event of Default has

been cured by Promoters prior to the expiry of the Cure Period, then the

Promoter shall be entitled to exercise the Call Option, as provided under

this Clause 34.

(vii) If after the exercise of the Call Option by the Promoters, there is any

Event of Default by the Promoters, then notwithstanding the exercise of

the Call Option by the Promoters and the provisions of this Clause 34,

the A Series Debenture Holders shall have the right to issue a Default

Notice and pursuant to the issuance of such Default Notice, if the

Promoters fail to cure such Event of Default prior to the expiry of the

Cure Period, the rights and entitlements of the A Series Debenture

Holders under Clause 43 shall prevail and the Promoters shall be bound

63

to pay the amounts set forth in Clause 43 below.

(viii) The Call Option granted herein shall be a one-time call option and

accordingly, notwithstanding anything contained herein, the Call Option

shall permanently lapse and stand terminated automatically if the

Promoters exercise the Call Option and then fail to make payment of the

Call Option Exercise Price to the A Series Debenture Holders on or

before the Call Option Settlement Date for any reason whatsoever; and

the Promoters shall have no claims or demands in this regard.

(ix) The Promoters shall be entitled to purchase the Call Securities under this

Clause 34 through their nominees, except for any of the Persons listed in

the list on the specifically designated nationals list (SDN) available on

the website of the Office of Foreign Assets Control, U.S. Department of

the Treasury.

35. Depository

NSDL and CDSL.

36. Business day

convention

A day other than Saturday, Sunday and public holidays, on which the Stock

Exchange and banks are normally open for business in New Delhi and Mumbai

and in relation to any payment in any other city.

37. Record Date 3 (three) calendar days prior to the proposed date on which any payments are

required to be made in respect of the A Series Debentures to the A Series

Debenture Holders.

38. A Series

Transaction

Documents

The A Series Transaction Documents includes the following:

(i) A Series Debenture Trust Deed;

(ii) A Series DSA;

(iii) A Series Debenture Trustee Appointment Agreement;

(iv) Utilisation Escrow Agreement;

(v) Distribution Escrow Agreement;

(vi) The Personal Guarantee

(vii) The Corporate Guarantees 1;

(viii) The Corporate Guarantee 2;

(ix) The Corporate Guarantee 3;

(x) This Disclosure Document; and

(xi) Any other document that may be designated as an A Series Transaction

Document mutually by the parties to the A Series Debenture Trust

64

Deed.

39. Conditions

Precedent to

Disbursements

The subscription of the A Series Debentures by the A Series Debenture

Holders shall be subject to the fulfillment of the following conditions

precedents:

(i) Re-classification of the Existing Equity Shares: Receipt by the A Series

Debenture Holders of copies of resolutions passed by the Board and the

Shareholders along with all the necessary filings with the ROC to

evidence that the existing 42,09,999 (forty two lakh nine thousand nine

hundred ninety nine) Equity Shares of the Company held by KRPL along

with 1 (one) Equity Share held by BI have been re-classified as Class B

Equity Shares;

(ii) Re-classification of the Existing equity shares of RRPL: Receipt by the A

Series Debenture Holders of the copies of resolutions passed by the

board and the shareholders of RRPL along with all necessary filings with

the ROC to evidence that the existing 1,00,000 (one lakh) equity shares

of RRPL held by KRPL and BI have been re-classified as RRPL Class B

Equity Shares;

(iii) Acquisition of 49% (forty nine percent) of the shareholding and control

of RRPL: The Company shall have acquired 49% (forty nine percent) of

the equity shareholding, ownership and control of RRPL, in a manner

acceptable to the A Series Debenture Holders; and in this regard a

certified true copy of the resolution of the Board and Shareholders of the

Company setting forth the shareholding pattern of RRPL shall have been

provided to the A Series Debenture Holders;

(iv) Issuance and allotment of the RRPL NCDs: The Company shall and the

Promoters shall have caused RRPL to issue and allot 11,40,00,000

(eleven crores forty lakhs) RRPL NCDs to the Company for an amount

of Rs.114,00,00,000/- (Rupees One Hundred Fourteen Crores Only),

having the terms and conditions set forth in the A Series Debenture Trust

Deed;

(v) Board and Shareholders Approval of KRPL: The board of directors and

the shareholders of KRPL shall have passed a resolution, in a form and

manner acceptable to the A Series Debenture Holders, in a meeting duly

convened in accordance with the Act and the articles of association of

KRPL, inter alia approving: (a) the issuance and allotment of the A

Series Debentures by the Company; (b) execution of the A Series

Transaction Documents; (c) the issuance and allotment of the A Series

Debentures by the Company; (d) execution of the B Series DSA; and (e)

amendment of the Articles of Association. The Promoters shall have

provided the A Series Debenture Holders with the certified true copy of

the said board and shareholders resolution;

(vi) Consent from ICICI Bank: The Company shall have received in writing,

a consent letter, in a form and manner acceptable to the A Series

Debenture Holders, from ICICI Bank setting forth its approval to and

65

clearly stating that it does not have any objection inter alia to: (a)

incurring further indebtedness by issuance of non-convertible debentures

by the Company; and (b) amendment of the Charter Documents. The

Company and the Promoters shall have provided the A Series Debenture

Holders with a certified true copy of the said consent letter;

(vii) Consent from Union Bank: The Company shall have received in writing,

a consent letter, in a form and manner acceptable to the A Series

Debenture Holders, from Union Bank of India setting forth its approval

to and clearly stating that it does not have any objection inter alia to: (a)

incurring further indebtedness by the issuance of the A Series Debentures

and the B Series Debentures; (b) amendment of the Charter Documents;

The Company and the Promoters shall have provided the A Series

Debenture Holders with a certified true copy of the said consent letter;

(viii) Consent from IL & FS: The Company shall have received in writing, a

consent letter, in a form and manner acceptable to the A Series

Debenture Holders, from IL & FS setting forth its approval to and clearly

stating that it does not inter alia have any objections to the amendment to

the Charter Documents of the Company. The Company and the

Promoters shall have provided the A Series Debenture Holders with a

certified true copy of the said consent letter;

(ix) Development Management Agreement: The Company and RRPL shall

have agreed and finalized the drafts of both the development

management agreement to be executed by each of the Company and

RRPL with the development manager, in a form and manner acceptable

to the A Series Debenture Holders;

(x) Board and Shareholders Resolutions for the Amendment of the

Articles: The Board and the Shareholders of the Company shall have

approved and adopted the amended draft of the Articles in a form and

manner acceptable to the A Series Debenture Holders. The Company

shall have provided the A Series Debenture Holders with a certified true

copy of the Board and Shareholders resolutions pertaining to the

amendment and adoption of the revised Articles, along with the amended

Articles;

(xi) Listing of the A Series Debentures: The Company shall have obtained an

in-principle approval from the BSE for listing of the A Series Debentures

and shall have provided the A Series Debenture Holders with a certified

true copy of the same. The Company shall have made all requisite filings

to seek the in principle approval for the listing of the A Series

Debentures on the BSE, in accordance with the provisions of the Debt

Regulations and as per the terms and conditions set forth in this

disclosure document;

(xii) Merger Filing: The Company shall and the Promoters shall cause the

Company to file the scheme for the amalgamation of Prima Builders

Private Limited with the Company under Section 391 and 394 of the

Companies Act, 1956 with the High Court of Bombay;

66

(xiii) Execution of letters for the unsecured loans of the Company: The

Company shall have executed letter agreements with KRPL, Rustomjee

Constructions Private Limited and Suranjan Holdings & Estate

Developers Private Limited in respect of the unsecured loans availed by

the Company from the aforesaid entities, in a form and manner

acceptable to the A Series Debenture Holders;

(xiv) Execution of the Personal Guarantee to be issued by Mr. Boman R. Irani

in favour of RRPL: Mr. Boman R. Irani shall have executed a personal

guarantee in favour of RRPL ("Personal Guarantee") for an amount of

Rs.121,00,00,000/- (Rupees One Hundred Twenty One Crores Only) and

any other amounts that RRPL may be required to pay if the RRPL

Corporate Guarantee is invoked, to indemnify RRPL against any liability

or loss suffered by RRPL arising out of the RRPL Corporate Guarantee,

in the form and manner acceptable to the A Series Debenture Holders;

(xv) Consent from SBI: RRPL shall have received in writing, a consent letter

from SBI, in a form and manner acceptable to the A Series Debenture

Holders, setting forth its approval to and clearly stating that it does not

have any objection inter alia to (a) incurring further indebtedness by

issuing RRPL NCDs to the Company; (b) amendment of the charter

documents of RRPL; The Company and the Promoters shall have

provided the A Series Debenture Holders with a certified true copy of the

said consent letter;

(xvi) Purchase of 55,950 sq. ft. by RRPL from KRPL: RRPL shall have

purchased 55,950 (fifty five thousand nine hundred fifty) sq. ft. of area in

the Rustomjee Project from KRPL, through a valid and binding

agreement, in a form and manner acceptable to the A Series Debenture

Holders. RRPL shall have provided the A Series Debenture Holders with

a certified true copy of the said agreement;

(xvii) Termination of the Services Agreement executed with KRPL: The

Company and RRPL shall have terminated the services agreements dated

June 15, 2012 and June 30, 2012 respectively executed by each of the

Company and RRPL with KRPL. The Company and RRPL shall have

provided the A Series Debenture Holders with certified true copies of the

documents evidencing such termination;

(xviii) Board and Shareholders Resolutions for the Amendment of the

Articles of RRPL: The board and shareholders of RRPL shall have

approved and adopted the amended draft of the articles of association of

RRPL, in a form and manner acceptable to the A Series Debenture

Holders. RRPL and the Company shall have provided the A Series

Debenture Holders with a certified true copy of the board and

shareholders resolutions of RRPL pertaining to the amendment and

adoption of the revised articles of association of RRPL, along with the

amended articles of association;

(xix) Distribution Escrow Agreement for the Company: The Company shall

67

and the Promoters shall have caused the Company to (a) finalize the

name of the Distribution Escrow Agent; and (b) decide and finalize the

draft of the Distribution Escrow Agreement, in a form and manner

acceptable to the A Series Debenture Holders;

(xx) Certified true copies of Board/ Shareholders Resolutions: The Company,

the Promoters and RRPL shall have provided to the Investor, certified

true copies of their respective board/ shareholder resolutions; (a)

approving the execution of the A Series Transaction Documents and the

performance of the transactions contemplated therein; (b) authorizing the

relevant person as the authorized signatory of the Company and RRPL to

execute the A Series Transaction Documents;

(xxi) Execution of a Corporate Guarantee in favour of the Company:

KRPL shall have executed a corporate guarantee in favour of the

Company ("Corporate Guarantee 3"), for an amount of

Rs.160,00,00,000/- (Rupees One Hundred Sixty Crores Only) and any

other amounts that the Company may be required to be pay if the IL &

FS Corporate Guarantees are invoked, to indemnify the Company against

any liability or loss suffered by the Company arising out of the IL & FS

Corporate Guarantees, in a form and manner acceptable to the A Series

Debenture Holders;

(xxii) Letter Undertaking from the Promoters with respect to the Payments to

the Land Owners: The Promoters shall furnish to the Subscriber a letter

undertaking wherein the total amounts that have been paid by the

Company to the Land Owners under the Joint Development Agreements

shall be represented and stated; in the form and manner acceptable to the

A Series Debenture Holders;

(xxiii) Certificate from an Independent Architect: The Company shall have

provided a certificate from the an independent architect certifying the FSI

potential and the present available FSI for the Project, in a form and

manner acceptable to the A Series Debenture Holders;

(xxiv) Documents in Possession of ICICI: The Promoters shall provide a

letter containing the list of the documents pertaining to the Thane Land

which is in possession of ICICI, pursuant to the ICICI Lending

Agreements, in a form and manner acceptable to the A Series Debenture

Holders;

(xxv) Execution of the Corporate Guarantee 1 and the Corporate Guarantee:

KRPL shall have executed the Corporate Guarantee 1 and the Corporate

Guarantee 2, in the form and manner acceptable to the A Series

Debenture Holders and shall have provided the A Series Debenture

Holders with a certified true copy of the same.

40. Conditions

Subsequent to

Disbursement

(i) Within 6 (six) months of the Deemed Date of Allotment, the Company

and the Promoters shall cause:

(a) termination, revocation and release by IL &FS of the 2 (two)

68

corporate guarantees both dated June 27, 2011 executed by the

Company in favour of IL&FS for an amount of Rs.80,00,00,000/-

(Rupees Eighty Crores Only) each ("IL & FS Corporate

Guarantees"), in respect of guaranteeing the obligations of KRPL

pursuant to the issue of non-convertible debentures by KRPL and

the obligations of Rustomjee Constructions Private Limited

pursuant to the issue of non-convertible debentures by Rustomjee

Constructions Private Limited, under the IL & FS Corporate

Guarantees and upon the termination and release of the IL & FS

Corporate Guarantees by IL &FS, the Corporate Guarantee 3 shall

automatically stand released and discharged as provided

thereunder;

(b) the termination and release of the share pledge by IL & FS created

in its favour by KRPL under the share pledge agreement executed

amongst the Company, KRPL, Rustomjee Constructions Private

Limited and IL&FS for pledge of 16% (sixteen percent) of the

Share Capital of the Company held by KRPL in favour of IL&FS;

(c) release of the charge created by the Company in favour of IL&FS

on the project receivables of the Project Atelier; and

(d) release of the charge created the charge created on 14 (fourteen)

acres of the Thane Land in favour of IL&FS;

The Company shall provide the A Series Debenture Holders with filed a

certified true copy of the e-Form 17 of the Companies (Central

Government's) General Rules & Forms duly filed with the ROC, along

with receipts of filings, in respect of the above;

(e) Transfer of the Land C: Mr. Boman R. Irani shall have transferred

the Land C, as indicated in the map set forth in the A Series DSA

in favour of the Company by way of an agreement, in a form and

manner acceptable to the Investor and shall have paid all stamp

duties, fees, charges, expenses, etc., in this regard, as per the

applicable Law.

(ii) Within 10 (ten) days from the Deemed Date of Allotment the Company

and RRPL shall have applied for the approval of the Central

Government, as required under the Act, for the purposes of the payments

of the development fee by the Company and RRPL to KRPL, under their

respective development management agreement. Upon making of such

application to the Central Government, the Company and RRPL shall

execute their respective Development Management Agreement.

(iii) Within 1 (one) year of the Deemed Date of Allotment, the Company

shall and the Promoters shall cause the Company to update the mutation

records/ entries, 7/12 extracts and all other land records to reflect and

record the name of the Company as the holder of the development rights

with respect to the Land D1 and the Land D2 and owners of the Land C.

69

41. Corporate

Guarantees

KRPL shall execute a corporate guarantee ("Corporate Guarantee 1"), in

favour of the A Series Debenture Trustee, for the benefit of the A Series

Debenture Holders, guaranteeing the payment (to A Series Debenture Holders)

of an amount of Rs.50,00,00,000/- (Rupees Fifty Crores Only) plus the Interest

(calculated from the Deemed Date of Allotment until the date of payments by

KRPL under such Corporate Guarantee 1), or the then outstanding Redemption

Amounts, whichever is lower, until the Company acquires title to develop or

right to develop 17,732 (seventeen thousand seven hundred thirty two) sq. mts.

of government land, adjoining or abutting the Thane Land ("Additional

Government Land"), as indicated in the map set forth at the A Series

Debenture Trust Deed and the Company shall have executed valid and binding

agreements in this regard whether through grant of sanad or other conveyance

or document for vesting of title to develop or development rights in favour of

the Company or in any other manner.

If the Company does not acquire title to develop or rights to develop the

Additional Government Land, within 42 (forty two) months from the Deemed

Date of Allotment, then then the A Series Debenture Trustee (or the A Series

Debenture Holders acting through the A Series Debenture Trustee) shall have

the right to invoke the Corporate Guarantee 1. At any time prior to the

acquisition of title to develop or rights to develop the Additional Government

Land by the Company as provided above, if there is an Event of Default and a

Default Notice has been issued, if such Event of Default has not been cured

within the Cure Period, the Corporate Guarantee 1 may also be invoked by the

A Series Debenture Trustee. If the Company does acquire title to develop or

rights to develop the Additional Government Land, within 42 (forty two)

months of the Deemed Date of Allotment, then the Corporate Guarantee 1

shall stand automatically revoked as provided thereunder. It is hereby clarified

that if the Company does not acquire title to develop or rights to develop the

Additional Government Land, it shall not amount to an Event of Default.

KRPL shall also execute an unconditional and irrevocable corporate guarantee

("Corporate Guarantee 2") in favour of the A Series Debenture Trustee, with

the Company as the confirming party, to be exercised and enforced on the

Approved Instructions of the A Series Debenture Holders, to pay to the

Company an amount of Rs.100,00,00,000/- (Rupees One Hundred Crores

Only), along with an accrued interest of 14.5% (fourteen point five percent)

per annum on the said amounts, from the Deemed Date of Allotment until the

date of payment of the said amounts to the Company ("Guaranteed

Amount"), if the Company fails to pay the entire Redemption Amounts to the

A Series Debenture Holders (in accordance with the A Series Debenture Trust

Deed) within a period not exceeding 66 (sixty six) months from the Deemed

Date of Allotment. Notwithstanding anything to the contrary contained herein,

it is clarified that the payment of the Guaranteed Amount by KRPL to the

Company, shall not release the Company of its absolute obligation to repay the

entire Redemption Amounts to the A Series Debenture Holders in accordance

with the provisions of the A Series Debenture Trust Deed. For avoidance of

doubt it is clarified the A Series Debenture Holders shall be free to recover the

Redemption Amounts from the Company, in accordance with the provisions of

the A Series Transaction Documents.

70

42. Event of

Defaults

The occurrence of one or more of the following events shall constitute an

'Event of Default' or 'Events of Default', as applicable under the A Series

Debenture Trust Deed:

(i) If the Issuer and, or, RRPL declare or pay dividend or make any

distributions on their respective share capital or purchase or buys back of

their respective securities or make any other payments to their respective

shareholders without the prior written consent of the Majority A Series

Debenture Holders, save as shall be provided in the Articles.

(ii) General Default.

(a) Any breach or default by the Promoters, the Issuer and, or, RRPL

of any of the provisions of the A Series Debenture Trust Deed;

(b) A default or breach by any of the Promoters, the Issuer and, or,

RRPL of any provisions of the A Series Transaction Documents;

(c) Any act or omission by any of the Promoters, through their agents

or employees, constituting intentional misrepresentation, fraud or

wilful misconduct in respect of or concerning the Issuer and, or,

RRPL;

(d) The A Series Debentures cease to be listed due to an act of the

Issuer or failure of the Issuer to take any necessary actions required

to list or maintain such listing; and

(e) If the Issuer and, or RRPL and, or the Promoters repudiate or

evidence an intention to repudiate the A Series Debenture Trust

Deed or any other A Series Transaction Document.

43. Consequences

of an Event of

Default

(i) Upon the occurrence of any Event of Default, the A Series Debenture

Holders shall have the right to give notice of the alleged Event of Default

("Default Notice") to the Promoters, the Company and, or, RRPL (as the

case maybe).

(ii) The Promoters, the Company and, or, RRPL (as the case maybe) shall

have a period of 60 (sixty) Business Days from the date of the Default

Notice to cure such Event of Default ("Cure Period"). If a Default

Notice has been issued then upon the expiry of the Cure Period, the

Event of Default is not rectified:

(a) if the Event of Default has occurred prior to the expiry of 3 (three)

years from the Deemed Date of Allotment, the A Series Debenture

Trustee, acting on the Approved Instructions, shall have the

absolute right and entitlement by way of a Notice, to require the

Promoters to purchase from the A Series Debenture Holders, all

and not less than all the then outstanding A Series Debentures as a

cash price equivalent to an amount that shall provide a return of an

annualised IRR of 28% (twenty eight percent), Net of Taxes on the

Redemptions Amount, outstanding as on the date of receipt of the

71

said amounts by the A Series Debenture Holders under this sub

clause (a) from the Promoters. The Promoters may at their option

require the Company to immediately redeem all and not less than

all the then outstanding A Series Debentures in full, by payment of

an amount equivalent to the annualized IRR of 28% (twenty eight

percent), Net of Taxes, on the Redemptions Amount, outstanding

as on the date of receipt of the said amounts by the A Series

Debenture Holders under this paragraph (a) from the Company; or,

(b) if the Event of Default has occurred after the expiry of 3 (three)

years from the Deemed Date of Allotment, the A Series Debenture

Trustee, acting on the Approved Instructions, shall have the

absolute right and entitlement by way of a Notice, to require the

Promoters to purchase from the A Series Debenture Holders, all

and not less than all the then outstanding A Series Debentures at a

cash price equivalent to an amount that shall provide a return of an

annualized IRR of 25% (twenty eight percent), Net of Taxes, on

the Redemptions Amount, outstanding as on the date of receipt of

the said amounts by the A Series Debenture Holders under this sub

clause (b) from the Promoters. The Promoters may at their option,

require the Issuer to immediately redeem all and not less than all

the then outstanding A Series Debentures in full, by payment of an

amount equivalent to the annualised IRR of 25% (twenty five

percent), Net of Taxes, on the Redemptions Amount, outstanding

as on the date of receipt of the said amounts by the A Series

Debenture Holders under this paragraph (b) from the Company.

The Promoters shall purchase or the Company shall redeem all and not

less than all the then outstanding A Series Debentures, as applicable, by

making payments set forth in paragraphs (a) and (b), within 90 (ninety)

days of the receipt of the Notice from the A Series Debenture Trustee.

(iii) The A Series Debenture Trustee shall also have the right to, upon

receiving the Approved Instructions, invoke the Corporate Guarantee 1

and, or, the Corporate Guarantee 2, as the case maybe, and appropriate

the proceeds of the Corporate Guarantee 1 against the Redemption

Amounts, then outstanding, if the Event of Default has not been rectified

before the expiry of the Cure Period. The amounts received by the A

Series Debenture Trustee on the invocation of the Corporate Guarantee 1

shall be adjusted towards the amounts due and payable by the Company

and, or, the Promoters to the A Series Debenture Holders. It is hereby

clarified that the amounts received by the Company pursuant to the

invocation of the Corporate Guarantee 2, as provided under this

paragraph shall be deposited in the Project Revenue Account.

(iv) It is hereby clarified that the annualized IRR of 28% (twenty eight

percent) or 25% (twenty five percent), as the case maybe, shall be

calculated until the date of receipt of the amounts set forth in paragraph

(ii) (a) or (b), as applicable, by the A Series Debenture Holders from the

Promoters and, or, the Company (as applicable).

72

(v) Any exercise of rights under Clause 26 against the Promoters shall not be

deemed to be an Event of Default by the Promoters, unless KRPL fail to

immediately pay all amounts under the Corporate Guarantee 1 and the

Corporate Guarantee 2 in terms thereof.

(vi) It is clarified that on the occurrence of an Event of Default vis-à-vis any

of the Promoters or the Company or RRPL, all of the Promoters shall

deemed to be the defaulting party.

(vii) It is agreed that non-payment of the Interest or non -payment of the

Redemption Amounts, on account of there being no sufficient

Distributable Amounts will not be an Event of Default; provided

however that the Interest and the Redemption Amounts shall remain due

and payable and the A Series Debenture Holders shall be fully entitled to

enforce their rights and entitlements under clauses 26 and 42 and

otherwise available to them under the Law. Provided however that, any

breach of clauses 26 and 42 by the Promoters shall be an Event of

Default of the Promoters. Notwithstanding anything to the contrary

contained herein, if there are Distributable Amounts in the Distribution

Escrow Account and the same is not distributed in accordance with the

provisions of the A Series Debenture Trust Deed and the Distribution

Escrow Agreement owing to any acts or defaults of the Promoters, then it

shall be an Event of Default of the Promoters and the Company.

The A Series Debenture Trustee shall have the right to appoint a Director as

its' nominee to the Board of Directors, in accordance with the applicable Laws.

Further, in the event the A Series Debenture Trustee or the B Series Debenture

Trustee, appoints a nominee director in accordance with the A Series DTD or

the B Series DTD, respectively, the B Series Debenture Trustee or the A

Series Debenture Trustee, as applicable, will also be entitled to appoint a

nominee director on the Board of the Company and the Promoters and the

Company undertake that any person nominated by the A Series Debenture

Trustee and, or, the B Series Debenture Trustee to be the Director in

accordance with this paragraph, shall be immediately appointed on the Board

of Directors of the Company.

44. General

Covenants

The Company, RRPL and the Promoters covenant, warrant, represent, assure,

confirm and undertake, jointly and severally, to the A Series Debenture

Holders and their successors in title, assigns, substitutes and replacements as

follows:

(i) Information furnished by the Company and, or, RRPL to the A Series

Debenture Trustee, from time to time, is and shall be true and correct;

(ii) The Company and, or, RRPL shall execute and deliver, from time to

time, within a reasonable time from the time the request is made by the

Majority A Series Debenture Holders, at the Company's expense, such

other documents as shall be reasonably required in the opinion of the A

Series Debenture Holders, in connection with the rights and remedies of

the A Series Debenture Holders granted or provided for by the A Series

73

Transaction Documents, and to consummate the transactions

contemplated therein; and

(iii) The Company, RRPL and KRPL shall not induct a person to their

respective board of directors, who is a director on the board of a

company which has been identified in the RBI's wilful defaulters list or if

such director is himself in the RBI's wilful defaulters list and that in case

such a person is on the board of the Company, RRPL and, or, KRPL,

they shall take expeditious and effective steps for the removal of the

person from the board of directors, provided that, the Company, RRPL or

KRPL has knowledge of the same.

Each of the General Covenants shall be construed as a separate and

independent covenant or undertakings, as the case may be, and shall not be

limited by the terms of any other covenant, save as expressly provided to the

contrary therein.

To the extent required under applicable Laws, the Company shall file all

documents, deeds and agreements (including any A Series Transaction

Document, if required) with any Governmental Authority, the Stock Exchange

or any other person within the time period prescribed under the relevant

applicable Laws.

45. Restrictive

Covenants

The Company and RRPL covenant that so long as the A Series Debentures are

outstanding, without the prior written approval of the A Series Debenture

Holders, they shall not:

(i) Undertak

e or permit any merger or any scheme of arrangement with the

shareholders under the Section 391 and 394 of the Act or similar

provision that shall be present under the new companies act that may

replace the existing Act;

(ii) Amend

or alter the memorandum or articles of association in a manner which

would materially prejudice the rights and interests of the A Series

Debenture Holders;

(iii) Apply to a court for winding up of the Issuer and, or, RRPL;

(iv) Declare or pay any dividend or make any payouts to their respective

shareholders or make any distribution on their share capital or purchase,

redeem, buyback or otherwise make any payments in respect thereof;

(v) Any sale, transfer, lease, license, assignment, mortgage, Encumbrance,

pledge, hypothecation, grant of security interest in, exchange or other

disposition of any assets/ properties of the Company and, or, RRPL,

including but not limited to rights in the Thane Land, the Company

Project, the MHAHA Land, the Rustomjee Project or any part thereof,

any built-up area, FSI or any other developable area on the Thane Land

or the MHADA Land or the Company Project or the Rustomjee Project

74

to any Person in any manner whatsoever; except (a) in accordance with

the A Series NCDs Transaction Documents; or (b) allotment or sale of

units/ spaces/ built up area/developed plots in the Company Project and,

or, the Rustomjee Project to their respective customers at or above the

price approved under the Approved Business Plan and, or, the RRPL

Approved Business Plan; or (c) sale of scrap by the Company and, or,

RRPL of an amount not exceeding Rs.2,00,00,000/- (Rupees Two Crores

Only) individually by the Company and, or, RRPL, on a cumulative basis

in any financial year; or (d) sale, transfer, lease, license or any other

disposition in favour of a society or any other body or association formed

by the flat buyers of the buildings of the Project and, or, the Rustomjee

Project, under the Maharashtra Ownership of Flats (Regulation of the

Promotion of Construction, Sale, Management and Transfer) Act, 1963

and the rules made thereunder and, or, under the Maharashtra Apartment

Ownership Act, 1970, as amended from time to time; (e) the transfer of

the Promoters Saleable Area and the Schools and Medical Facilities,

except as shall be provided in the Articles;

(vi) Any material amendment, change, modification or termination of the

Joint Development Agreement or the Rustomjee Project Agreements; and

(vii) Alter their capital structure including through issuance of any new

securities or creation of new classes of securities or reduction of share

capital or redemption of securities, except any issuance of the shares or

securities to their existing shareholders in a manner contemplated under

their respective articles of association if such alteration effects the rights

and entitlements of the A Series Debenture Holders.

Each of the Restrictive Covenants shall be construed as a separate and

independent covenant or undertaking, as the case may be, and shall not be


contrary therein.

46. Financial

Covenants

The Issuer, RRPL and the Promoters covenant and undertake, jointly and

severally, to the A Series Debenture Holders and their successors in title,

assigns, substitutes and replacements :

(i) The Issuer and, or RRPL shall maintain records, in connection with the

operations and financial condition of the Issuer and, or RRPL; and

(ii) Such records as mentioned herein above, shall be open to examination by

the representative appointed by the Majority A Series Debenture Holders

and as required under the applicable Law.

Each of the Financial Covenants shall be construed as a separate and



contrary therein.

47. Information

Covenants

The Issuer, RRPL and the Promoters covenant, warrant, represent, assure,

confirm and undertake, jointly and severally to the A Series Debenture Holders

75

and their successors in title, assigns, substitutes and replacements, that for so

long as any amount is outstanding under the A Series Debenture Trust Deed,

they shall promptly provide to the A Series Debenture Trustee, the following:

(i) Provision of Information, Documents and Certificates by the Issuer and

RRPL.

(a) audited consolidated financial statements (viz. audited balance

sheet, profit and loss account and cash flow statement) of the Issuer

and RRPL within 120 (one hundred twenty) days of the end of

each financial year, duly certified by a director of the Issuer and

RRPL respectively;

(b) an end use certificate in a form and manner acceptable to the A

Series Debenture Trustee on a quarterly basis in accordance with

the Debenture Trustee Regulations;

(c) report containing the details on the number and nature of

grievances received from the A Series Debenture Holders and

resolved by the Issuer as required under the applicable Law;

(d) on a quarterly basis, an updated list of names and address of all the

A Series Debenture Holders and the number of the A Series

Debentures held by each A Series Debenture Holder;

(e) any legal proceeding pending or threatened, regulatory notices or

judicial orders against the Issuer or any dispute between the Issuer

and any Governmental Authority, which could have a material

adverse effect or any legal proceeding pending or threatened with

respect to or in relation of the A Series Transaction Documents;

(f)at the end of each Financial Year after the date of issue of the A Series

Debentures, an annual credit rating in respect of the A Series

Debentures;

(g) any other information as the A Series Debenture Trustee (by itself

or acting on the Approved Instructions) may reasonably request,

including without limitation those required for the purposes of

completing the KYC compliances of the Issuer; and

(h) any other document/ information required to be provided to the A

Series Debenture Trustee in accordance with the applicable Law,

including, without limitation, the Debt Regulations and as may be

required by the A Series Debenture Trustee.

(ii) The Issuer shall submit to the Stock Exchange all information and

documents that may be required under the applicable Law.

(iii) The Issuer shall, prior to its occurrence, inform the A Series Debenture

Trustee of any proposed change in the nature and conduct of the

Business.

76

(iv) The Issuer shall promptly provide the following information in respect of

the Issuer and RRPL to the A Series Debenture Trustee and the A Series

Debenture Holders, but in all cases within 15 (fifteen) Business Days

after any officer of the Issuer and, or the Promoters obtain knowledge

thereof:

(a) any event which constitutes an Event of Default, specifying the

nature of such Event of Default and any steps the Issuer, RRPL or

the Promoters are taking and propose to take to remedy the same;

(b) any Notice of any application made for winding up or receipt of

any statutory notice of winding up under the provisions of the Act

or any other notice under any other applicable Law or otherwise of

any suit or legal process intended to be filed or initiated against the

Issuer and, or RRPL and affecting the title to the properties and

assets of the Issuer and, or RRPL or if a receiver, liquidator or

custodian (or any such similar person) is appointed of any of the

properties or business or undertakings of the Issuer and, or RRPL;

and

(c) give notice of any event(s) as described in above and, or of any

event similar in nature thereto in writing, specifying the nature of

such event.

(v) Redressal of the A Series Debenture Holders' Grievances.

The Issuer shall furnish to the A Series Debenture Trustee details of all

grievances received from the A Series Debenture Holders and the steps

taken by the Issuer to redress the same. At the request of any A Series

Debenture Holder, the A Series Debenture Trustee shall, as deemed fit by

the Issuer, by Notice to the Issuer call upon the Issuer to take appropriate

steps to redress such grievances and shall, if necessary, at the request of

any A Series Debenture Holder call a Meeting of the A Series Debenture

Holders.

Each of the Information Covenants shall be construed as a separate and



contrary therein.

48. Role and

Responsibilities

of the

Debenture

Trustee.

The details of the role and responsibilities of the A Series Debenture Trustee

shall be as set forth in the A Series Debenture Trust Deed.

49. Representation

s and

Warranties

The representations and warranties of the Promoters, the Issuer and RRPL are

as set forth in the A Series Debenture Trust Deed.

77

50. Indemnity The Promoters have agreed to indemnify the Issuer, RRPL and the A Series

Debenture Holders as set forth in the A Series Debenture Trust Deed.

51. Meetings of the

Debenture

Holders

Any meeting of the A Series Debenture Holders shall be held in accordance

with the provisions set out in the A Series Debenture Trust Deed.

52. Governing Law

and

Jurisdiction

Indian law and courts of Mumbai will have exclusive jurisdiction. The A

Series Transaction Documents shall be governed and construed exclusively in

accordance with the laws of India.

53. Provisions

related to Cross

Default Clause

N.A.

54. Costs and

Expenses

(A) Cost and Expenses.

(i) All costs, charges and fees, stamp duties, bank charges, costs and

expenses for the issue of the A Series Debentures, fees of the Utilization

Escrow Agent under the Utilization Escrow Agreement, fees of the

Distribution Escrow Agent under the Distribution Escrow Agreement,

the A Series Debenture Trustee's fees, brokerage/ arrangement fees,

Taxes/ costs towards registration of the A Series Debenture Trust Deed,

costs and expenses in connection with enforcement or preservation of

any rights under any A Series Transaction Document; all costs, charges

and expenses in relation to the listing of the A Series Debentures; or

investigating any Event of Default, shall be borne by the Company.

(ii) In the event that the Company fails to pay the monies referred to in

paragraph (ii) above, the A Series Debenture Trustee shall be at liberty

(but shall not be obliged) to pay the same and charge the same to the

Company. The Company shall reimburse all sums paid by the A Series

Debenture Trustee in accordance with the provisions contained herein

("Reimbursables").

(iii) The Company shall repay the Reimbursables to the A Series Debenture

Trustee within a period not exceeding 30 (thirty) Business Days from the

date of the Notice of demand accompanied by a receipt evidencing the

same by the A Series Debenture Trustee.

(iv) In case of default in making such reimbursement within the period set

forth in paragraph (iii) above, the Company shall pay an interest of 2

(two percent)% p.a. on such reimbursements from the date of incurring

of the expenditure on the Reimbursable by the A Series Debenture

Trustee, until the full payment of such amounts.

(v) Enforcement costs.

The Company shall, forthwith on demand by the A Series Debenture

Trustee, pay the amount of all costs and expenses (including legal fees)

78

incurred by the A Series Debenture Trustee in connection with the

enforcement of any of their rights/ entitlements under the A Series

Debenture Trust Deed and, or, any A Series Transaction Document,

within a period of 7 (seven) Business Days from the date of any

judgment/ order/ award enforcing any such provision of the A Series

Debenture Trust Deed.

(B) Stamp Duty.

The Company shall pay and, within 5 (five) days of demand, indemnify

the A Series Debenture Holders against any cost, loss or liability

including, any penalty the A Series Debenture Holders incur in relation

to all stamp duty and registration payable in respect of the issue of and

subscription to the A Series Debentures, execution of the Utilization

Escrow Agreement, the Corporate Guarantee 1, the Corporate Guarantee

2 and the Distribution Escrow Agreement.

79

ANNEXURE 2: APPLICATION FORM

KAPSTONE CONSTRUCTIONS PRIVATE LIMITED 702, Natraj, Western Expressway

Highway, MV Road Junction, Andheri (E) 400 069

DEBENTURE SERIES APPLICATION FORM SERIAL NO.

RATED, REDEEMABLE, CUMULATIVE, TRANSFERABLE AND INTEREST BEARING

NON-CONVERTIBLE DEBENTURES

Rs.1,00,00,000/- (RUPEES ONE CRORE ONLY) EACH AGGREGATING TO RS.300,00,00,000

(RUPEES THREE HUNDRED CRORES ONLY), FULLY PAID UP FOR CASH AT PAR TO

THE FACE VALUE

A SERIES DEBENTURES APPLIED FOR: (Minimum application of ____ A Series Debentures, in increments of ____ A Series Debenture)

Number of A Series Debentures________ In words __________________________________

Amount Rs. __________________ in words Rupees __________________________

DETAILS OF PAYMENT:

Cheque / Demand Draft

No. _____________ Drawn on_____________________________________________

Funds transferred to _______________ via RTGS/NEFT/SWIFT

Dated ____________

Total Amount Enclosed

(In Figures) _____________ (In words) ______________________________________

APPLICANT'S NAME IN FULL (CAPITALS) SPECIMEN SIGNATURE

APPLICANT'S ADDRESS

ADDRESS

STREET

CITY

PIN PHONE FAX

80

APPLICANT'S PAN/GIR NO. _____________ IT CIRCLE/WARD/DISTRICT ____

WE ARE ( ) COMPANY ( ) OTHERS ( ) SPECIFY __________

WE CONFIRM RESIDENTIAL STATUS AS NON-RESIDENT

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

(IF EXEMPT, PLEASE PROVIDE SUPPORTING DOCUMENTS FROM INCOME TAX

AUTHORITIES)

We have read and understood the Terms and Conditions of the issue of A Series Debentures described in

the Disclosure Document and. we wish to apply for allotment of these A Series Debentures. We request

you to please place our name(s) on the Register of Holders.

Name of the Authorised

Signatory(ies)

Designation Signature

Applicant's

Signature

We the undersigned, are agreeable to holding the A Series Debentures of the Company in dematerialised

form. Details of my/our Beneficial Owner Account are given below:

DEPOSITORY NSDL ( ) CDSL ( )

DEPOSITORY PARTICIPANT NAME

DP-ID

BENEFICIARY ACCOUNT NUMBER

NAME OF THE APPLICANT(S)

FOR OFFICE USE ONLY

DATE OF RECEIPT ________________ DATE OF CLEARANCE ________________

(Note: Cheque and Drafts are subject to realisation)

We understand and confirm that the information provided in the Disclosure Document is provided by the

Issuer and the same has not been verified by any legal advisors to the Issuer and other intermediaries and

their agents and advisors associated with this Issue. We confirm that we have for the purpose of investing

in these A Series Debentures carried out our own due diligence and made our own decisions with respect

to investment in these A Series Debentures and have not relied on any representations made by anyone

other than the Issuer, if any.

We understand that: i) in case of allotment of A Series Debentures to us, our Beneficiary Account as

mentioned above would get credited to the extent of allotted A Series Debentures, ii) the Applicant must

ensure that the sequence of names as mentioned in the Application Form matches the sequence of name

81

held with our Depository Participant, iii) if the names of the Applicant in this application are not identical

and also not in the same order as the Beneficiary Account details with the above mentioned Depository

Participant.

Applicant's

Signature

FOR OFFICE USE ONLY

DATE OF RECEIPT ______________________ DATE OF CLEARANCE _________________

(Note : Cheque and Drafts are subject to realisation)

-------------------------------------------------(TEAR HERE)--------------------------------------------

[·]- ACKNOWLEDGMENT SLIP

(To be filled in by Applicant) SERIAL NO.

Received from _______________________________________________

Address________________________________________________________________

______________________________________________________________________

Cheque/Draft/UTR # ______________ Drawn on _______________________________ for

Rs. _____________ on account of application of _____________________ A Series Debenture

82

ANNEXURE 3: CONSENT LETTER FROM THE A SERIES DEBENTURE TRUSTEE

83

ANNEXURE 4: CREDIT RATING LETTER

KCPL Disclosure Document- April 11 revised · (as defined hereinafter) and, or, the Rustomjee...

Documents

Transcript of KCPL Disclosure Document- April 11 revised · (as defined hereinafter) and, or, the Rustomjee...