Revised SCHEDULE I · M/s Runwal Developers Private Limited (RDPL) was formed in March, 1988. It is...

26
SCHEDULE I [See Regulation 5 (2) (b), Regulation 19(3), Regulation 21 and Regulation 21A] DISCLOSURES A. Memorandum and Articles of Association and necessary resolution(s) for the allotment of the debt securities: ANNEXURE – A B. Copy of last three years audited Annual Reports: ANNEXURE - B C. Statement containing particulars of, dates of, and parties to all material contracts and agreements: There are no financial obligations other than those stated in Information Memorandum. D. Copy of the Board / Committee Resolution authorizing the borrowing and list of authorized signatories: ANNEXURE - C E. An undertaking from the issuer stating that the necessary documents for the creation of the charge, where applicable, including the Trust Deed would be executed within the time frame prescribed in the relevant regulations/act/rules etc and the same would be uploaded on the website of the Designated Stock exchange, where the debt securities have been listed, within five working days of execution of the same. F. Any other particulars or documents that the recognized stock exchange may call for as it deems fit. G. An undertaking that permission / consent from the prior creditor for a second or pari passu charge being created, where applicable, in favor of the trustees to the proposed issue has been obtained: ANNEXURE – D

Transcript of Revised SCHEDULE I · M/s Runwal Developers Private Limited (RDPL) was formed in March, 1988. It is...

Page 1: Revised SCHEDULE I · M/s Runwal Developers Private Limited (RDPL) was formed in March, 1988. It is a Runwal Group company. Runwal Group is a prominent real estate developer based

SCHEDULE I

[See Regulation 5 (2) (b), Regulation 19(3), Regulation 21 and

Regulation 21A]

DISCLOSURES

A. Memorandum and Articles of Association and necessary resolution(s) for the allotment of

the debt securities: ANNEXURE – A

B. Copy of last three years audited Annual Reports: ANNEXURE - B

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

agreements:

There are no financial obligations other than those stated in Information Memorandum.

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

authorized signatories: ANNEXURE - C

E. An undertaking from the issuer stating that the necessary documents for the creation of the

charge, where applicable, including the Trust Deed would be executed within the time frame

prescribed in the relevant regulations/act/rules etc and the same would be uploaded on the

website of the Designated Stock exchange, where the debt securities have been listed, within

five working days of execution of the same.

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

deems fit.

G. An undertaking that permission / consent from the prior creditor for a second or pari passu

charge being created, where applicable, in favor of the trustees to the proposed issue has been

obtained: ANNEXURE – D

Page 2: Revised SCHEDULE I · M/s Runwal Developers Private Limited (RDPL) was formed in March, 1988. It is a Runwal Group company. Runwal Group is a prominent real estate developer based

A. Issuer Information

a. Name and address of the following:-

i. REGISTERED OFFICE OF THE ISSUER

Name Horizon Projects Private Limited

Address

Runwal & Omkar Esquare, 5th Floor, Opp. Sion Chunabhatti Signal,

Off Eastern Express Highway, Sion(E), Mumbai - 400 022 Maharashtra

022-61133000

ii. CORPORATE OFFICE OF THE ISSUER

Name Horizon Projects Private Limited

Address

Runwal & Omkar Esquare, 5th Floor, Opp. Sion Chunabhatti Signal, Off

Eastern Express Highway, Sion(E), Mumbai - 400 022 Maharashtra

022-61133000

iii. COMPLIANCE OFFICER OF THE ISSUER

Name Ms. Jignasha Thakkar/Ms Charu Patki

Address

Runwal & Omkar Esquare, 5th Floor, Opp. Sion Chunabhatti Signal,

Off Eastern Express Highway, Sion(E), Mumbai - 400 022Maharashtra

022-61133000

Email Address :- [email protected], [email protected]

Page 3: Revised SCHEDULE I · M/s Runwal Developers Private Limited (RDPL) was formed in March, 1988. It is a Runwal Group company. Runwal Group is a prominent real estate developer based

iv. CFO OF THE ISSUER

Name Ananthanarayanan Varadarajan

Address

Runwal & Omkar Esquare, 5th Floor, Opp. Sion Chunabhatti Signal,

Off Eastern Express Highway, Sion(E), Mumbai - 400 022 Maharashtra

022-61133000

Email Address :- [email protected]

v. ARRANGERS, IF ANY, OF THE INSTRUMENT

NA

vi. TRUSTEES FOR THE ISSUE

Name IL&FS Trust Company Limited

Address

The IL&FS Financial Centre, Plot No C-22, G Block, Bandra Kurla

Complex, Bandra East, Mumbai-400 051, India

Email: [email protected]

vii. REGISTRAR OF THE ISSUE

Name Link Intime India Pvt. Ltd

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

Mumbai – 400078

Page 4: Revised SCHEDULE I · M/s Runwal Developers Private Limited (RDPL) was formed in March, 1988. It is a Runwal Group company. Runwal Group is a prominent real estate developer based

viii. CREDIT RATING AGENCY(IES) OF THE ISSUE

Name Credit Analysis & Research Limited

Address 4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off. Eastern Express

Highway, Sion (East), Mumbai – 400 022

ix. AUDITORS OF THE ISSUE

Name M. B. Agarwal & CO

Address 204, Mhatre Pen Building, Senapati Bapat Marg, Dadar (West), Mumbai –

400 028

b. A brief summary of the business/ activities of the Issuer and its line of business:

Horizon Projects Private Limited incorporated on February 4, 2011 is into the business of

conceptualizing, developing, planning, setting up, buying selling and managing properties

and the business of land development and to carry on the business as builders, developers,

contractors in regard to erection and construction of houses, buildings, ownership flats etc.

M/s Runwal Developers Private Limited (RDPL) was formed in March, 1988. It is a Runwal

Group company. Runwal Group is a prominent real estate developer based in Mumbai. The

group was founded in 1978 by Mr. Subhash Runwal, Chartered Accountant. He has two sons

Mr. Sandeep Runwal, who is M.B.A. from I.I.M. Bangalore and Mr. Subodh Runwal who is

M.B.A. from North Eastern University, Boston. Both the sons are actively involved in the

business. The group has developed 27 projects admeasuring approx 30 lacs square feet

currently working on 15 projects admeasuring approx 113 lacs square feet.

ii. Corporate Structure:

The Company is a wholly own subsidiary of Runwal Developers Private Limited.

Page 5: Revised SCHEDULE I · M/s Runwal Developers Private Limited (RDPL) was formed in March, 1988. It is a Runwal Group company. Runwal Group is a prominent real estate developer based

iii. Key Operational and Financial Parameters * for the last 3 Audited years:

Key Operational & Financials Parameters for the last 3 Audited Years

(Rs. In Crore)

Year

Particulars 2012 2011 2010

Net worth 0.01 0.01 -

Total Debt -

Non Current - - -

Short term Borrowing - - -

Current maturities of Long term

borrowing - - -

Net Fixed assets - - -

Non current assets - - -

Cash & Cash Equivalents 0.06 0.01 -

Current Investments - - -

Current Assets 0.51 - -

Current Liabilities 0.03 - -

Net Sales - - -

EBITDA - - -

EBIT - - -

Interest - - -

PAT - - -

Dividend Amount - - -

Page 6: Revised SCHEDULE I · M/s Runwal Developers Private Limited (RDPL) was formed in March, 1988. It is a Runwal Group company. Runwal Group is a prominent real estate developer based

Incorporation Details

Name Horizon Projects Private Limited

CIN No U45400MH2011PTC213029

PAN AAFCR1404F

Date of Incorporation 04/02/2011

Registered Office Runwal & Omkar Esquare, 5th Floor, Opp. Sion Chunabhatti

Signal, Off Eastern Express Highway, Sion(E), Mumbai - 400

022 Maharashtra

022-61133000

Details of share capital as on the last quarter end:

Share Capital 10,000 equity shares Class A of Rs.10 each

Authorised Capital 10,000 equity shares Class A of Rs.10 each

Issued, Subscribed and

Paid-up Share Capital

10,000 equity shares Class A of Rs.10 each

Current Ratio 17.00 - -

Interest Coverage ratio - - -

Gross Debt/Equity Ratio NA - -

Debt Service Coverage Ratio - - -

*Debt/Equity (Post Issue)= 1.43 as on

May 31, 2013

(OCD’s issued by issuer is treated as

quasi equity)

Page 7: Revised SCHEDULE I · M/s Runwal Developers Private Limited (RDPL) was formed in March, 1988. It is a Runwal Group company. Runwal Group is a prominent real estate developer based

Changes in its capital structure as on the last quarter end, for the last five years:

Date Authorized Capital Particulars Remarks

4th Feb

2011 1,00,000

Rs. 1,00,000/-

Divided into 10,000

Shares of Rs. 10/- each

Since incorporation of

the company

Total 1,00,000

Date of

EOGM Authorized Capital Particulars

Remarks

27/12/2012 1,00,000

Rs. 1,00,000/-

Divided into 10,000

Class A shares of Rs.

10/- each

Reclassification

Total 1,00,000

*Equity share capital history of the Issuer as on 31st March 2013, for the last five years:

Date

of

Allot

ment

No. of

Equit

y

Share

s

Face

Valu

e

(INR

)

Issue

Price

(INR

)

Consider

ation

(Cash /

other

than cash,

etc)

Natur

e of

Allot

ment

Cumulative Rema

rk No. of

equity

shares

Equity

Shares

Capital

Equity

Share

Premiu

m

4th Feb

11

4000 10 10 Cash Initial

Subscr

iber

4000 40000 - -

4th Feb

11

3000 10 10 Cash Initial

Subscr

iber

3000 30000 - -

Page 8: Revised SCHEDULE I · M/s Runwal Developers Private Limited (RDPL) was formed in March, 1988. It is a Runwal Group company. Runwal Group is a prominent real estate developer based

4th Feb

11

3000 10 10 Cash Initial

Subscr

iber

3000 30000 - -

*Equity capital was reclassified as Class A shares.

Date

of

Trans

fer

No. of

Equit

y

Share

s

Face

Valu

e

(INR

)

Issue

Price

(INR

)

Consider

ation

(Cash /

other

than cash,

etc)

Natur

e of

transa

ction

Cumulative Remark

No. of

equity

shares

*Equit

y

Shares

Capital

Equity

Share

Premiu

m

19/12/

2012

4000 10 10 Cash Transf

er

4000 40000 - -

19/12/

2012

3000 10 10 Cash Transf

er

3000 30000 - -

19/12/

2012

3000 10 10 Cash Transf

er

3000 30000 - -

*Equity capital was reclassified as Class A shares.

Details of any acquisition or amalgamation in the last one year

Nil

Details of any reorganization or reconstruction in the last one year

Nil

*Shareholding pattern of the Issuer as on the last quarter end:

S. No. Particulars Total

Number of

Equity

No. of shares

in demat form

Total

shareholding as

% of total no. of

equity shares

1 Runwal

Developers Private

9999 Nil 99.99

Page 9: Revised SCHEDULE I · M/s Runwal Developers Private Limited (RDPL) was formed in March, 1988. It is a Runwal Group company. Runwal Group is a prominent real estate developer based

Limited

2 Sandeep Runwal

on behalf of

Runwal

Developers Private

Limited

1 Nil 0.01

Total 10000 Nil 100

*Equity capital was reclassified as Class A shares.

Notes: Shares pledged or encumbered by the promoters- Nil

List of top 10 holders of *equity shares of the Issuer as on the latest quarter end:

S. No. Name of the

shareholders

Total

Number of

Equity

No. of shares

in demat form

Total

shareholding as

% of total no. of

equity shares

1 Runwal

Developers Private

Limited

9999 Nil 99.99

2 Sandeep Runwal

on behalf of

Runwal

Developers Private

Limited

1 Nil 0.01

Total 10000 Nil 100

*Equity capital was reclassified as Class A shares.

Page 10: Revised SCHEDULE I · M/s Runwal Developers Private Limited (RDPL) was formed in March, 1988. It is a Runwal Group company. Runwal Group is a prominent real estate developer based

FOLLOWING DETAILS REGARDING DIRECTORS OF THE ISSUER

Details of the current directors of the Issuer:

Name, Designation

and DIN

Age Address Director of

the Issuer

since

Details of other

directorship

MR. S. S.

RUNWAL

69 yrs Runwal &

Omkar Esquare,

5th Floor, Opp.

Sion Chunabhatti

Signal, Off

Eastern Express

Highway, Sion

(East), Mumbai

– 400 022.

Since

Incorporati

on

i.e.

04/02/2011

Dhruva Woollen Mills

Private Limited

Wheelabrator Alloy

Castings Limited

Runwal Housing Private

Limited

Odeon Exhibitors Private

Limited

Runwal Properties Private

Limited

Runwal Estates Private

Limited

Runwal Builders Private

Limited

Runwal Heights Private

Limited

Runwal Developers Private

Limited

Runwal Farms Private

Limited

Ariane Orgachem Private

Limited

Ferico Laboratories Limited

Page 11: Revised SCHEDULE I · M/s Runwal Developers Private Limited (RDPL) was formed in March, 1988. It is a Runwal Group company. Runwal Group is a prominent real estate developer based

Runwal Homes Private

Limited

Runwal Realty Private

Limited

Runwal Projects Private

Limited

Runwal Township Private

Limited

Runwal Residency Private

Limited

MR. SANDEEP S.

RUNWAL

41 yrs Runwal &

Omkar Esquare,

5th Floor, Opp.

Sion Chunabhatti

Signal, Off

Eastern Express

Highway, Sion

(East), Mumbai

– 400 022.

Since

Incorporati

on

i.e.

04/02/2011

Dhruva Woollen Mills

Private Limited

Wheelabrator Alloy

Castings Limited

Runwal Housing Private

Limited

Runwal Properties Private

Limited

Runwal Estates Private

Limited

Runwal Builders Private

Limited

Runwal Heights Private

Limited

Runwal Developers Private

Limited

Odeon Exhibitors Private

Limited

Ariane Orgachem Private

Page 12: Revised SCHEDULE I · M/s Runwal Developers Private Limited (RDPL) was formed in March, 1988. It is a Runwal Group company. Runwal Group is a prominent real estate developer based

Limited

Runwal Farms Private

Limited

Ferico Laboratories Limited

Runwal Homes Private

Limited

Runwal Realty Private

Limited

R Mall Developers Private

Limited

Runwal Projects Private

Limited

Runwal Township Private

Limited

Runwal Residency Private

Limited

MR. SUBODH S.

RUNWAL

37 yrs Runwal &

Omkar Esquare,

5th Floor, Opp.

Sion Chunabhatti

Signal, Off

Eastern Express

Highway, Sion

(East), Mumbai

– 400 022.

Since

Incorporati

on

i.e.

04/02/2011

Dhruva Woollen Mills

Private Limited

Runwal Housing Private

Limited

Runwal Estates Private

Limited

Runwal Builders Private

Limited

Runwal Heights Private

Limited

Runwal Developers Private

Limited

Odeon Exhibitors Private

Page 13: Revised SCHEDULE I · M/s Runwal Developers Private Limited (RDPL) was formed in March, 1988. It is a Runwal Group company. Runwal Group is a prominent real estate developer based

Limited

Runwal Farms Private

Limited

Ferico Laboratories Limited

Ariane Orgachem Private

Limited

Runwal Homes Private

Limited

Runwal Realty Private

Limited

R Mall Developers Private

Limited

Runwal Projects Private

Limited

Runwal Township Private

Limited

Runwal Residency Private

Limited

Details of change in directors since last three years: Nil

FOLLOWING DETAILS REGARDING AUDITORS OF THE ISSUER

Details of the auditor of the Issuer:

Name Address Auditor since

M. B. Agrawal & Co. 204, Mhatre Pen Building,

Senapati Bapat Marg, Dadar

(West), Mumbai – 400 028

Since Incorporation i.e.

04/02/2011

Page 14: Revised SCHEDULE I · M/s Runwal Developers Private Limited (RDPL) was formed in March, 1988. It is a Runwal Group company. Runwal Group is a prominent real estate developer based

Details of change in auditor since last three years: Nil

DETAILS OF BORROWINGS OF THE ISSUER, AS ON THE 31st March 2013:

Details of secured loan facilities:

Lender’s

name

Type of

facility

Amount

sanctioned

Principal

Amount

outstanding

Repayment

date /

schedule

Security

Nil

Details of unsecured loan facilities:

Lender’s

name

Type of

facility

Amount

sanctioned

Principal Amount

outstanding

Repayment date /

schedule

Nil

Details of NCDS:

Debentu

re series

Tenor /

Period

of

Maturit

y

Coupo

n

Amou

nt

Date of

allotme

nt

Redempti

on Date /

Schedule

Cred

it

Rati

ng

Secured

/

unsecur

ed

Securit

y

Series –

I

36

months

from the

date of

subscripti

on date.

Internal

Rate of

Return

of 18%

per

annum

comput

ed on

quarterl

y basis.

From 1st

100 cr 22-01-

2013

22-10-

2014

22-01-

2015

22-04-

2015

22-07-

2015

22-10-

CAR

E BB-

Secured As

mention

ed in

IM

Page 15: Revised SCHEDULE I · M/s Runwal Developers Private Limited (RDPL) was formed in March, 1988. It is a Runwal Group company. Runwal Group is a prominent real estate developer based

to 18th

month

coupon

of 12%

shall be

payable.

From

18th to

36th

month

Coupon

of

18.00%

per

annum

shall be

payable

along

with

interest

and

principa

l to

achieve

an IRR

of 18%

for the

entire

tenor.

2015

22-01-

2016

List of top 10 debenture holders as on 31st March 2013

S. No. Name of Debenture holders (NCD’s) Amount

1 Kotak Mahindra Prime Limited 100 crore

Page 16: Revised SCHEDULE I · M/s Runwal Developers Private Limited (RDPL) was formed in March, 1988. It is a Runwal Group company. Runwal Group is a prominent real estate developer based

The amount of corporate guarantee issued by the Issuer along with name of the

counterparty (like name of the subsidiary, JV entity, group company, etc) on behalf of

whom it has been issued.

Nil

Details of Commercial Paper: The total face value of Commercial Papers Outstanding

as on the latest quarter end to be provided and its breakup in following table:

Maturity Date Amount Outstanding

Nil

Details of Rest of the borrowing (if any including hybrid debt like FCCB, Optionally

Convertible Debentures / Preference Shares) as on 31st March, 2013:

Party

Name (in

case of

Facility)

/

Instrume

nt

Name

Type of

Facility /

Instrume

nt

Amount

Sanctioned

/ Issued

Principal

Amount

Outstandi

ng

Repayme

nt Date /

Schedule

Credit

Ratin

g

Secured /

Unsecur

ed

Security

OCD

Series 3

OCD 70 Crs 70 Crs 31.03.201

6 or any

other date

as decided

by Board

NA Unsecure

d

NA

OCD

Series 2

OCD 42.75 Crs 42.75 Crs NA Unsecure

d

OCD

Series 2

OCD 7.25 Crs 7.25 Crs NA Unsecure

d

OCD

Series 1

OCD 17.25 Crs 17.25 Crs 31.03.201

6 or any

NA Secured Secured by

a mortgage

Page 17: Revised SCHEDULE I · M/s Runwal Developers Private Limited (RDPL) was formed in March, 1988. It is a Runwal Group company. Runwal Group is a prominent real estate developer based

OCD

Series 1

OCD 2.75 Crs 2.75 Crs other date

as decided

by Board

NA Secured by deposit

of Original

Title Deeds

on the

security

project

land on a

second

ranking

charge

basis in

favour of

the

Debenture

Trustee in

accordance

with the

terms of

the

Debenture

Trust Deed

and other

definitive

agreements

.

Page 18: Revised SCHEDULE I · M/s Runwal Developers Private Limited (RDPL) was formed in March, 1988. It is a Runwal Group company. Runwal Group is a prominent real estate developer based

List of top 10 OCD holders as on 31st March 2013

Sr. No Name of Debentures Holders Amount

1 RUNWAL DEVELOPERS PRIVATE LIMITED 70,00,00,000/-

2 KOTAK INDIA REAL ESTATE FUND IV 60,00,00,000/-

3 KOTAK INDIA REAL ESTATE FUND V 10,00,00,000/-

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

term loans, debt securities and other financial indebtedness including corporate

guarantee issued by the Company, in the past 5 years:

Nil

Details of any outstanding borrowings taken/ debt securities issued where taken / issued

(i) for consideration other than cash, whether in whole or part, (ii) at a premium or

discount, or (iii) in pursuance of an option;

Nil

Page 19: Revised SCHEDULE I · M/s Runwal Developers Private Limited (RDPL) was formed in March, 1988. It is a Runwal Group company. Runwal Group is a prominent real estate developer based

DETAILS OF PROMOTERS OF THE COMPANY:

Details of Promoter Holding in the Company as on the latest quarter end

S. No. Name of

shareholder

Total no.

of

*Equity

shares

No. of

shares in

demat

form

Total

shareholding

as % of total

no. of equity

shares

No. of

pledged

shares

% of

Shares

pledged

with

respect

to

shares

owned.

1 Runwal

Developers

Private Limited

9,999 Nil 99.99 Nil NA

2 Sandeep Runwal

on behalf of

Runwal

Developers

Private Limited

1 Nil 0.01 Nil NA

Total 10,000 Nil 100

*Equity capital was reclassified as Class A shares.

1. 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.

Page 20: Revised SCHEDULE I · M/s Runwal Developers Private Limited (RDPL) was formed in March, 1988. It is a Runwal Group company. Runwal Group is a prominent real estate developer based

Standalone financials of Horizon Projects Private Limited

(Rs. In crore)

Year

Particulars 2012 2011 2010

Net worth 0.01 0.01 -

Total Debt -

Non Current - - -

Short term Borrowing - - -

Current maturities of Long term

borrowing - - -

Net Fixed assets - - -

Noncurrent assets - - -

Cash & Cash Equivalents 0.06 0.01 -

Current Investments - - -

Current Assets 0.51 - -

Current Liabilities 0.03 - -

Net Sales - - -

EBITDA - - -

EBIT - - -

Interest - - -

PAT - - -

Page 21: Revised SCHEDULE I · M/s Runwal Developers Private Limited (RDPL) was formed in March, 1988. It is a Runwal Group company. Runwal Group is a prominent real estate developer based

Dividend Amount - - -

Current Ratio 17.00 - -

Interest Coverage ratio - - -

Gross Debt/Equity Ratio NA - -

Debt Service Coverage Ratio - - -

*Debt/Equity (Post issue) shall be 1.43 as on May 31, 2013 (The OCD issued by the

Issuer is considered as quasi equity)

2. ABRIDGED VERSION OF LATEST AUDITED / LIMITED REVIEW HALF

YEARLY CONSOLIDATED (WHEREVER AVAILABLE) AND

STANDALONE FINANCIAL INFORMATION (LIKE PROFIT & LOSS

STATEMENT, AND BALANCE SHEET) AND AUDITORS

QUALIFICATIONS, IF ANY.

Not Available

3. ANY MATERIAL EVENT/ DEVELOPMENT OR CHANGE HAVING

IMPLICATIONS ON THE FINANCIALS/CREDIT QUALITY (E.G. ANY

MATERIAL REGULATORY PROCEEDINGS AGAINST THE

ISSUER/PROMOTERS, TAX LITIGATIONS RESULTING IN MATERIAL

LIABILITIES, CORPORATE RESTRUCTURING EVENT ETC) AT THE

TIME OF ISSUE WHICH MAY AFFECT THE ISSUE OR THE INVESTOR’S

DECISION TO INVEST / CONTINUE TO INVEST IN THE DEBT

SECURITIES.

Nil

4. THE NAMES OF THE DEBENTURE TRUSTEE(S) SHALL BE MENTIONED

WITH STATEMENT TO THE EFFECT THAT DEBENTURE TRUSTEE(S)

HAS GIVEN HIS CONSENT TO THE ISSUER FOR HIS APPOINTMENT

UNDER REGULATION 4 (4) AND IN ALL THE SUBSEQUENT

PERIODICAL COMMUNICATIONS SENT TO THE HOLDERS OF DEBT

SECURITIES.

Issuer has appoint IL & FS Trust Company Limited as Security Trustee and

Debentures Trustee for the Issue. Consent letter is attached as annexure.

Page 22: Revised SCHEDULE I · M/s Runwal Developers Private Limited (RDPL) was formed in March, 1988. It is a Runwal Group company. Runwal Group is a prominent real estate developer based

5. THE DETAILED RATING RATIONALE (S) ADOPTED (NOT OLDER THAN

ONE YEAR ON THE DATE OF OPENING OF THE ISSUE)/ CREDIT

RATING LETTER ISSUED (NOT OLDER THAN ONE MONTH ON THE

DATE OF OPENING OF THE ISSUE) BY THE RATING AGENCIES SHALL

BE DISCLOSED.

Refer ANNEXURE – pg.18 to 27

6. IF THE SECURITY IS BACKED BY A GUARANTEE OR LETTER OF

COMFORT OR ANY OTHER DOCUMENT / LETTER WITH SIMILAR

INTENT, A COPY OF THE SAME SHALL BE DISCLOSED. IN CASE SUCH

DOCUMENT DOES NOT CONTAIN DETAILED PAYMENT STRUCTURE

(PROCEDURE OF INVOCATION OF GUARANTEE AND RECEIPT OF

PAYMENT BY THE INVESTOR ALONG WITH TIMELINES), THE SAME

SHALL BE DISCLOSED IN THE OFFER DOCUMENT.

Debentures are secured by corporate guarantee of Runwal Developers Private

Limited, a company incorporated under the Companies Act, 1956 with corporate

identity number as U70100MH1988PTC046631 and having its registered office at

Runwal & Omkar Esquare, 5th Floor, Opp. Sion Chunabhatti Signal, Off Eastern

Express Highway, Sion(E), Mumbai - 400 022 Maharashtra and personal guarantee

of Mr. Sandeep Runwal, aged 41 Yrs, s/o of Mr. Subhash S Runwal and presently

residing at Marine Mansion, Plot no. 757, Opp Sister Bungalow, B J Road,

Bandstand, Bandra (W), Mumbai – 50 and having Passport No. Z2285303.

7. COPY OF CONSENT LETTER FROM THE DEBENTURE TRUSTEE SHALL

BE DISCLOSED

Attached hereto as ANNEXURE – pg. 28 to 33

8. NAMES OF ALL THE RECOGNISED STOCK EXCHANGES WHERE THE

DEBT SECURITIES ARE PROPOSED TO BE LISTED CLEARLY

INDICATING THE DESIGNATED STOCK EXCHANGE.

BSE Limited.

Page 23: Revised SCHEDULE I · M/s Runwal Developers Private Limited (RDPL) was formed in March, 1988. It is a Runwal Group company. Runwal Group is a prominent real estate developer based

9. OTHER DETAILS:

9.1. DRR creation - relevant regulations and applicability.

The Issuer shall create DRR for the redemption of the Debentures in accordance with

the Companies Act, 1956 and other applicable notifications.

9.2. Application Process

Applications for the NCDs must be made in the prescribed form, and must be

completed in block letters in English. Application Forms fully completed and

executed must be accompanied by either a demand draft or cheque, RTGS

drawn or made payable in favour of "Horizon Projects Private Limited" with

Kotak Mahindra Bank Limited or as per instructions of the issuer.

ISSUE DETAILS

Security Name Fully Secured Redeemable Non-Convertible Debentures (NCDs)

Series – I (Rs. 100/- crore)

Fully Secured Redeemable Non-Convertible Debentures (NCDs)

Series – II (Rs. 3/- crore)

Issuer Horizon Projects Private Limited

Advisor Kotak Mahindra Bank Limited

Investor Kotak Mahindra Prime Limited & Others

Instrument Fully Secured Redeemable Non-Convertible Debentures (NCDs)

Seniority Senior

Issuance form In dematerialized form

Mode of Issue Private placement to the subscribers not exceeding 49.

Credit Rating BB- by Credit Analysis & Research Limited (CARE)

Listing To be listed with Bombay Stock Exchange Limited

Page 24: Revised SCHEDULE I · M/s Runwal Developers Private Limited (RDPL) was formed in March, 1988. It is a Runwal Group company. Runwal Group is a prominent real estate developer based

Date of Allotment Rs. 100 crore on 22-01-2013 & Rs. 3 crore on 18-04-2013

Purpose Acquisition of Dombivali Land & construction of project thereon.

Issue Size 100 NCDs of Rs 1.00 Crore each aggregating to Rs. 100 Crores,

with an option to issue further NCDs of Rs 1 Crore each to the

extent of Rs 35 Crores.

Face Value Rs. 1,00,00,000/- per Debenture

Issue Price At par Rs. 1,00,00,000/- per Debenture

Redemption Price At par Rs. 1,00,00,000/- per Debenture

Tenor 36 months from the date of subscription date.

Interest Rate Internal Rate of Return of 18% per annum computed on quarterly

basis.

� From 1st to 18

th month coupon of 12% per annum shall be

payable. From 18th to 36

th month Coupon of 18.00% per annum

shall be payable along with interest and principal to achieve an

IRR of 18% per annum for the entire tenor.

Step Up/Step Down

Coupon Rate

From 1st to 18

th month coupon of 12% per annum shall be payable.

From 18th to 36

th month Coupon of 18.00% per annum shall be

payable along with interest and principal to achieve an IRR of 18%

per annum for the entire tenor.

Coupon Payment

frequency

Quarterly

Coupon payment

dates

22-Apr-13, 22-Jul-13, 22-Oct-13, 22-Jan-14, 22-Apr-14, 22-Jul-14,

22-Oct-14, 22-Jan-15, 22-Apr-15, 22-Jul-15, 22-Oct-15, 22-Jan-16

Coupon type Floating

Day Count Basis Actual

Put Option NIL

Call option � The issuer company shall have right to redeem the entire NCDs

after 9 months from the date of allotment by giving 15 day

notice with an additional premium of 0.50 % of the amount

Page 25: Revised SCHEDULE I · M/s Runwal Developers Private Limited (RDPL) was formed in March, 1988. It is a Runwal Group company. Runwal Group is a prominent real estate developer based

redeemed.

� Call premium of 0.5% is payable on amount due. Amount due is

such that IRR as defined above (18% per annum computed on

quarterly basis). Call premium amount shall not be part of IRR

calculation.

Security Following security has been created in favor of Security Trustee :

� First Charge on the property through Registered Mortgage of

approximate 78 acres (including approx. 15 acres of area under

TMC) of land situated at Dombivali, Thane District.

� Second Charge on the property through Registered Mortgage of

approximate 70 acres of land situated at Dombivali, Thane

District.

� Security cover of 2 times to the exposure to be maintained at all

times

� Escrow of all the receivables from project offered as security in

favour of Security Trustee.

Guarantee / s in

favour of Debenture

Trustee

� Corporate guarantee of M/s Runwal Developers Private Limited

� Personal Guarantee of Mr. Sandeep Runwal

Redemption /

Maturity

Redemption of the debentures would be at par in 6 equal quarterly

installments at the end of 21st, 24

th, 27

th, 30

th, 33

rd and 36

th month as

per the following schedule:

� 22-Oct-14: Rs. 16.66 Lakhs each debenture

� 22-Jan-15: Rs. 16.66 Lakhs each debenture

� 22-Apr-15: Rs. 16.66 Lakhs each debenture

� 22-Jul-15: Rs. 16.66 Lakhs each debenture

� 22-Oct-15: Rs. 16.66 Lakhs each debenture

� 22-Jan-16: Rs. 16.70 Lakhs each debenture

Default / Penal Rate Amount unpaid on due date would attract interest @ 24.00 % per

annum compounded quarterly in place of Coupon Rate, till the

amount is repaid.

Condition Precedent

to release of

Subscription money

� Execution of transaction documents (excluding documents

relating to Security creation).

� Letter of Confirmation from the new equity investor, with

respect to the issuance of Debentures to the extent of Rs. 135

Crores and creation of charge on Mortgaged Property to secure

Page 26: Revised SCHEDULE I · M/s Runwal Developers Private Limited (RDPL) was formed in March, 1988. It is a Runwal Group company. Runwal Group is a prominent real estate developer based

the same.

� Documentation shall have to be prepared by M/s. AZB &

Partners.

� Promoter to infuse Rs.120 Crs in form of equity/quasi equity.

� Title Report from M/s. Hariani & Co in favour of Security

Trustee is in place

� Other requirements as may be required by the Security and

Debenture Trustee.

Other Conditions � Combined stake of promoters of Runwal group in Issuer not to

fall below 51% during the tenor of the issue

Depository National Securities Depository Limited

Security Trustee IL & FS Trust Company Ltd.

Debenture Trustee IL & FS Trust Company Ltd.

Escrow Agent IL & FS Trust Company Ltd.

Designated bank Kotak Mahindra Bank Limited

Project cost and means of financing of new projects:

Total Cost of the Project

Land Cost 220

TDR Cost 103

Construction cost 365

Fin Costs 127

Total : 815

Means of Finance

Equity 140

NCD's 135

Debt (Construction Finance) 215

Sale of Flats (Partial) 325

Total : 815