Serial No. ____________

Addressed to: _________

INFORMATION MEMORANDUM

KSH DISTRIPARKS PRIVATE LIMITED

A private limited company incorporated under the Companies Act, 1956

Date of Incorporation: 17/05/2006; Registered Office: A-18, A-18/1, Talegaon Floriculture and

Industrial Park, MIDC Talegaon, Pune, Maharashtra 410507; Telephone No.: 020-66083504; Fax No:

020-66083523

Background

This Information Memorandum is related to the Debentures to be issued by KSH Distriparks Private

Limited (the “Company”) on a private placement basis and contains relevant information and

disclosures required for the purpose of issuing of the Debentures. The Issue has been authorised by

the Company through a resolution passed by the board of directors of the Company on 8 March 2013.

General Risks

As the Issue is being made on a private placement basis, this Information Memorandum has not been

submitted to or cleared by SEBI. The Issue has not been recommended or approved by SEBI, nor

does SEBI guarantee the accuracy or adequacy of this Information Memorandum. Investment in debt

and debt related securities involve a degree of risk and investors should not invest any funds in debt

instruments unless they can afford to take the risk attached to such investments. Investors are

advised to take an informed decision and to read the risk factors carefully before investing in this

offering. For taking an investment decision, investors must rely on their examination of the Issue

including the risks involved in it.

Company’s Absolute Responsibility

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

Information Memorandum contains all information with regard to the Company and the Issue, which is

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

true and correct in all material aspects and is not misleading in any material respect, that the opinions

and intentions expressed herein are honestly held and that there are no other facts, the omission of

which makes this Information Memorandum as a whole or any of such information or the expression

of any such opinions or intentions misleading in any material respect.

Credit Rating

Brickwork Ratings India Private Limited has assigned “BB-” (pronounced “Double B Minus”) rating to

the Debentures. The rating is not a recommendation to buy, sell or hold securities and investors

should take their own decisions. The rating may be subject to revision, suspension or withdrawal at

any time by the assigning rating agency on the basis of additional information evaluated by the

assigning rating agency and each rating should be evaluated independently of any other ratings.

Ratings do not comment on the adequacy of market price; the suitability of any investment, loan or

Issue of Rated, Listed, Secured, Redeemable Non-Convertible Debentures of face value of INR 10,00,000 each, aggregating up to INR 32,00,00,000 on a private placement basis by KSH

Distriparks Private Limited

security for a particular investor (including without limitation, any accounting and/or regulatory

treatment); or the tax-exempt nature or taxability of payments made in respect of any investment, loan

or security. The Credit Rating Agency is not your advisor, nor is it providing to you or any other party

any financial advice, or any legal, auditing, accounting, appraisal, valuation or actuarial services. The

ratings may be raised, lowered, withdrawn or placed on rating watch due to changes in, additions to,

accuracy of, or the inadequacy of, information or for any other reason the Credit Rating Agency

deems sufficient. Please refer to Annexure III (Rating Letter) of this Information Memorandum for a

copy of the credit rating letters dated 6 May 2013 and 21 March 2013 issued by the Credit Rating

Agency.

Listing

The Debentures are proposed to be listed on the WDM Segment of the BSE. The Company has

obtained an “in-principle” approval from the BSE on 22 April 2013. Please refer to Annexure VI (In

Principle Listing Approvals) of this Information Memorandum for a copy of the in principle approval

letter dated 22 April 2013 issued by the BSE.

Issue Schedule

Issue Opens on: 17 May 2013 Pay-in Date on: 17 May 2013

Issue Closing on: 17 May 2013 Deemed Date of Allotment: 17 May 2013

The Company reserves the right to change the Issue Schedule including the Deemed Date of

Allotment at its sole discretion, without giving any reasons or prior notice. The Issue shall be open for

subscription during the banking hours on each day during the period covered by the Issue Schedule.

Note: This Information Memorandum is neither a prospectus nor a statement in lieu of prospectus.

This is only an information brochure intended for the use of the addressee only and does not

constitute an offer or an invitation to the public for subscription to the Debentures under any law for

the time being in force. This Information Memorandum is intended to form the basis of evaluation by

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

Debentures. The Company can, at its sole and absolute discretion, change the terms of the Issue.

Registrar & Transfer Agent Link Intime India Private Limited, C - 13, Pannalal Silk Mills Compound, Lal Bahadur Shastri Marg, Bhandup – West, Mumbai 400078

Debenture Trustee

IDBI Trusteeship Services Limited Asian Building, Ground Floor 17, R. Kamani Marg Ballard Estate

Mumbai – 400 001

Credit Rating Agency

Brickwork Ratings India Private Limited C/502,Business Square, 151, Andheri-Ghatkopar Link Road, Opposite Apple Heritage,

Andheri(E),Mumbai-400 093

TABLE OF CONTENTS

SECTION 1: DEFINITIONS AND ABBREVIATIONS 4

SECTION 2: NOTICE TO INVESTORS AND DISCLAIMERS 7

SECTION 3: DISCLOSURES 13

SECTION 4: RISK FACTORS 31

SECTION 5: OTHER INFORMATION AND ISSUE PROCEDURE 35

SECTION 6: DECLARATION 44

ANNEXURE I TERM SHEET 45

ANNEXURE II RATING LETTER 50

ANNEXURE III LETTER FROM THE DEBENTURE TRUSTEE 51

ANNEXURE IV APPLICATION FORM 53

ANNEXURE V LAST AUDITED FINANCIAL STATMENTS 58

ANNEXURE VI IN-PRINCIPLE LISTING APPROVAL 76

ANNEXURE VII REPAYMENT SCHEDULES 77

4

SECTION 1: DEFINITIONS AND ABBREVIATIONS

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

meanings given below in this Information Memorandum:

AGM Annual general meeting of the shareholders of the Company.

Application Form The form used by the recipient of this Information Memorandum to

apply for subscription to the Debentures which is annexed to this

Information Memorandum and marked as Annexure IV (Application

Form).

Articles of Association The Articles of Association of the Company.

Board/Board of Directors The board of directors of Company or a committee thereof.

BSE BSE Limited.

Business Day A day (other than a holiday or a Sunday) on which banks are

normally open for business in Pune.

CDSL Central Depository Services (India) Limited, a depository registered

with SEBI under the SEBI (Depositories and Participant)

Regulations, 1996, as amended.

Companies Act The (Indian) Companies Act, 1956, as amended.

Coupon Rate 14.5% per annum.

Credit Rating Agency Brickwork Ratings India Private Limited

Debentures Rated, listed, secured, redeemable non-convertible debentures of

face value of INR 10,00,000 each, aggregating up to INR

32,00,00,000 to be issued on a private placement basis by the

Company.

Debenture Documents One or more of the following:

(a) Debenture Trustee Agreement, which will confirm the

appointment of IDBI Trusteeship Services Limited as the

Debenture Trustee;

(b) Debenture Trust Deed, which will set out the terms upon which

the Debentures are being issued and shall include the

representations and warranties and the covenants to be

provided by the Company;

(c) this Information Memorandum;

(d) indenture of mortgage for creation of first ranking mortgage over

the Mortgaged Assets in favour of the Debenture Trustee; and

(e) such other documents as agreed between the Company and the

Debenture Trustee.

Debenture Holders The holders of the Debentures issued by the Company and shall

include the registered transferees of the Debentures from time to

time.

Debenture Trust Deed Debenture trust deed to be entered into between the Debenture

Trustee and the Company.

Debenture Trustee IDBI Trusteeship Services Limited

Debenture Trustee Agreement Debenture trustee agreement to be entered into between the

5

Company and the Debenture trustee for appointment of IDBI

Trusteeship Services Limited as the Debenture Trustee.

Deemed Date of Allotment 17 May 2013

Debt All principal payments, interest payments and other amounts due

and payable in relation to or connection with the Debentures by the

Company to the Debenture Trustee and the Debenture Holders.

Depositories Act The Depositories Act, 1996, as amended.

Depository(ies) NSDL and/or CDSL.

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

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

DP ID Depository participant identification number that is allocated to the

Depository Participant by the Depository.

EFT Electronic funds transfer.

Eligible Investors Has the meaning given to it in Paragraph 5.16 (Eligible Investors) of

this Information Memorandum.

Equity Shares The fully paid up equity shares of a nominal value of INR 10/- each

issued by the Company.

Event of Default An event described as event of default in the Terms and Conditions.

FII Foreign institutional investors registered with SEBI.

Financial Year/ FY Twelve months period commencing from 1 April of a particular

calendar year and ending on 31 March of the subsequent calendar

year.

GAAP Generally accepted accounting principles, standards and practices

in India.

Information Memorandum This document which sets out the information regarding the

Debentures being issued on a private placement basis.

INR or Rupees Indian Rupees.

Investor Any person who subscribes to the Debenture pursuant to the Issue.

Issue Issue of Debentures by the Company in accordance with the Terms

and Conditions.

Issue Closing Date 17 May 2013

Issue Date The date on which the Debentures are issued to the Investors.

Issue Opening Date 17 May 2013

Issuer Call Option The Issuer will have the right to redeem 40% (forty per cent) of the

Debentures at any time after the end of 12 months and one day

from the date of allotment (“Call Option Exercise Date”) by

payment of the Redemption Amount by providing a notice 30 days

prior to the Call Option Exercise Date to the Debenture Holders

failing which the Issuer Call Option shall lapse.

NSDL National Securities Depository Limited, a depository registered with

SEBI under the SEBI (Depositories and Participant) Regulations,

1996, as amended.

PAN Permanent Account Number

Pay-in Date 17 May 2013

Preference Shares Preference shares with face value of INR 10 each that were issued

by the Company.

RBI Reserve Bank of India, established under the Reserve Bank of India

Act, 1934, as amended.

6

Record Date The date which will be used for determining the Debenture Holders

who shall be entitled to receive the amounts due on any due date,

which shall be the date falling 15 days prior to any Redemption Date

or date of payment of interest or coupon, as applicable.

Redemption Amount 100% of the outstanding nominal amount including any outstanding

interest, charges etc.

Redemption Date The earlier of the date falling 2 years after the Issue Date, the date

on which the Debentures are redeemed on occurrence of an event

of default as provided in the Debenture Trust Deed, and the date of

exercise of Issuer Call Option

Register of Debenture Holders Has the meaning given to the term in Paragraph 5.1 (Mode of

Transfer / Transmission of Debentures) of this Information

Memorandum.

R&T Agent Registrar and transfer agent to the Issue, in this case being Link

Intime India Private Limited.

ROC Registrar of companies, Pune.

RTGS Real time gross settlement.

SEBI Securities and Exchange Board of India, constituted under the

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

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

Debt Securities) Regulations, 2008, as amended.

Secured Parties The Debenture Holders and the Debenture Trustee.

Subsidiary Has the meaning given to the term “subsidiary” in the Companies

Act.

TDS Tax deducted at source.

Terms and Conditions Terms and conditions of the Debentures provided in the Term Sheet

and the Debenture Trust Deed.

Term Sheet Term sheet issued by the Company containing the terms of the

Issue and attached as Annexure I (Term Sheet) to this Information

Memorandum.

Transaction Security Security interest over plot measuring 29,136 square meters at

MIDC Talegaon, Pune, Maharashtra, India and all present and

future buildings and constructions thereupon in favour of the

Debenture Trustee (“Mortgaged Assets”) and a first ranking

exclusive charge over the Issuer Account and the Fixed Deposits.

WDM Wholesale Debt Market segment of the BSE.

7

SECTION 2: NOTICE TO INVESTORS AND DISCLAIMERS

2.1 GENERAL DISCLAIMER

This Information Memorandum is neither a prospectus nor a statement in lieu of a

prospectus and should not be construed to be a prospectus or a statement in lieu of a

prospectus under the Companies Act. This Information Memorandum has been

prepared in conformity with the SEBI Debt Regulations.

The Issue of the 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 Information Memorandum does not

constitute and shall not be deemed to constitute an offer or invitation to subscribe to

the Debentures to the public in general. This Information Memorandum is not

intended to be circulated to more than 49 potential Investors. It is the responsibility of

the potential Investors to also ensure that they will sell these Debentures in strict

conformity with this Information Memorandum and other applicable laws so that the

sale does not constitute an offer to the public under the meaning of the Companies

Act.

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

Memorandum to be filed or submitted to SEBI for its review and/or approval.

This Information Memorandum and the contents hereof are restricted only for

the intended recipient(s) who have been addressed directly and specifically

through a communication by the Company and only such recipients are eligible

to apply for the Debentures. All Investors are required to comply with the

relevant regulations/guidelines applicable to them for investing in this Issue.

The contents of this Information Memorandum are intended to be used only by

those Investors to whom it is distributed. It is not intended for distribution to

any other person and should not be reproduced by the recipient.

No invitation is being made to any persons other than those to whom Application

Forms have been sent along with this Information Memorandum. Any application by a

person to whom the Information Memorandum has not been sent by the Company

shall be rejected without assigning any reason.

The Information Memorandum is made available to potential Investors in the Issue on

the strict understanding that it is confidential. The person who is in receipt of this

Information Memorandum shall not reproduce or distribute in whole or part or make

any announcement in public or to a third party regarding the contents hereof without

the consent of the Company. The recipient agrees to keep confidential all information

provided (or made available hereafter), including, without limitation, the existence and

terms of the Issue, any specific pricing information related to the Issue or the amount

or terms of any fees payable to any entity in connection with the Issue. This

Information Memorandum may not be photocopied, reproduced, or distributed to

others at any time without the prior written consent of the Company. Upon request,

the recipients will promptly return all material received from the Company or any of its

8

affiliates (including this Information Memorandum) without retaining any copies

hereof. If any recipient of this Information Memorandum decides not to participate in

the Issue, that recipient must promptly return this Information Memorandum 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 Issue, to the Company.

2.2 DISCLAIMER OF THE COMPANY

This Information Memorandum has been prepared by the Company solely to provide

general information about the Company and setting out the key terms upon which the

Debentures are being issued to Eligible Investors to whom it is addressed and who

are willing and eligible to subscribe to the Debentures. This Information Memorandum

does not purport to contain all the information that any Eligible Investor may require.

Further, this Information Memorandum has been prepared for informational purposes

relating to this transaction only and upon the express understanding that it will be

used only for the purposes set forth herein.

The Company confirms that, as of the date hereof, this Information Memorandum

(including the documents incorporated by reference herein, if any) contains all the

information that is material in the context of the Issue and regulatory requirements in

relation to the Issue and is accurate in all material respects and not misleading in any

material respect. The Company, having made all reasonable inquiries, undertakes

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

other facts, the omission of which makes these documents as a whole or any of such

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

material respect.

The Company does not undertake to update this Information Memorandum to reflect

subsequent events after the date of Information Memorandum and thus it should not

be relied upon with respect to such subsequent events without first confirming its

accuracy with the Company.

Neither the delivery of this Information Memorandum, nor any sale of the Debentures

made hereafter shall, under any circumstances, constitute a representation or create

any implication that there has been no change in the affairs of the Company since the

date hereof.

2.3 DISCLAIMER OF THE DEBENTURE TRUSTEE

The Company confirms that all necessary disclosures have been made in the

Information Memorandum including but not limited to statutory and other regulatory

disclosures. Investors should carefully read and note the contents of the Information

Memorandum. Each prospective Investor should make its own independent

assessment of the merit of the investment in the Debentures and the Company.

Prospective Investors should consult their own financial, legal, tax and other

professional advisors as to the risks and investment considerations arising from an

investment in the Debentures and should possess the appropriate resources to

analyse such investment and suitability of such investment to such Investor’s

particular circumstance. Prospective investors are required to make their own

9

independent evaluation and judgment before making the investment and are believed

to be experienced in investing in debt markets and are able to bear the economic risk

of investing in such instruments. The Debenture Trustee, ipso facto do not have the

obligations of a borrower or a principal debtor or a guarantor as to the monies

paid/invested by the Debenture Holders for the Debentures.

The Debenture Trustee or their agents or advisors associated with the Issue do not

undertake to review the financial condition or affairs of the Issuer during the life of the

arrangements contemplated by this Information Memorandum and shall not have any

responsibility to advise any Investor or prospective Investor of any information

available with or subsequently coming to the attention of the Debenture Trustee or

their agents or advisors.

The Debenture Trustee and their agents or advisors associated with the Issue have

not separately verified the information contained herein. Accordingly, no

representation, warranty or undertaking, express or implied, is made and no

responsibility is accepted by Debenture Trustee as to the accuracy or any other

information provided by the Issuer. Accordingly, Debenture Trustee shall have no

liability in relation to the information contained in this Information Memorandum or any

other Information provided by the Issuer in connection with the Issue.

2.4 DISCLAIMER IN RESPECT OF JURISDICTION

This Issue is made in India to Eligible Investors, who shall be specifically approached

by the Company. The distribution of the Information Memorandum or the Application

Forms and the offer, sale, pledge or disposal of the Debentures may be restricted or

prohibited by law in certain jurisdictions. Recipients are required to observe such

restrictions.

This Information Memorandum does not constitute an offer to sell or an invitation to

subscribe to the Debentures offered hereby to any person to whom it is not

specifically addressed. Any disputes arising out of this Issue will be subject to the

non-exclusive jurisdiction of the courts at Mumbai. This Information Memorandum

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

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

invitation in such jurisdiction. The sale or transfer of these Debentures outside India

may require regulatory approvals in India, including without limitation, the approval of

the RBI.

2.5 DISCLAIMER OF THE STOCK EXCHANGES

As required, a copy of this information Memorandum has been filed with the BSE

pursuant to the SEBI Debt Regulations. It is to be distinctly understood that

submission of this Information Memorandum to the BSE should not in any way be

deemed or construed to mean that this Information Memorandum has been reviewed,

cleared or approved by the BSE. The BSE does not, in any manner warrant, certify or

endorse the correctness or completeness of any of the contents of this Information

Memorandum; or that the Company’s Debentures will be listed or will continue to be

listed on the BSE. The BSE does not take any responsibility for the soundness of the

financial and other conditions of the Company, its promoters, its management or any

10

scheme or project of the Company. Every person who desires to apply for or

otherwise acquire any Debentures of this Company may do so pursuant to

independent inquiry, investigation and analysis and shall not have any claim against

the BSE whatsoever by reason of any loss which may be suffered by such person

consequent to or in connection with such subscription/ acquisition whether by reason

of anything stated or omitted to be stated herein or any other reason whatsoever.

2.6 DISCLAIMER OF SEBI

This Information Memorandum has not been filed with or submitted to SEBI. The

Debentures have not been recommended or approved by SEBI nor does SEBI

guarantee the accuracy or adequacy of this document. It is to be distinctly understood

that this Information Memorandum should not in any way be deemed or construed to

have been approved or vetted by SEBI. SEBI does not take any responsibility either

for the financial soundness of any proposal for which the Debentures issued hereof is

proposed to be made or for the correctness of the statements made or opinions

expressed in this Information Memorandum. The issue of Debentures being made on

a private placement basis, filing of this document is not required with SEBI, however

SEBI reserves the right to take up at any point of time, with the Company, any

irregularities or lapses in this Information Memorandum.

2.7 DISCLAIMER IN RESPECT OF RATING AGENCY

As at the date of this Information Memorandum, the Credit Rating Agency has

assigned “BB-” rating to the Debentures. Ratings assigned by the Credit Rating

Agency are opinions on credit quality and are not recommendations to sanction,

renew, disburse or recall the concerned bank facilities or to buy, sell or hold any

security. Investors should take their own decisions. The Credit Rating Agency has

based its ratings on information obtained from sources believed by it to be accurate

and reliable. The Credit Rating Agency does not, however, guarantee the accuracy,

adequacy or completeness of any information and is not responsible for any errors or

omissions or for the results obtained from the use of such information.

Most entities whose bank facilities/instruments are rated by the Credit Rating Agency

have paid a credit rating fee, based on the amount and type of bank

facilities/instruments.

The ratings may be subject to revision or withdrawal at any time by the Credit Rating

Agency and each such rating should be evaluated independently of any other rating.

The Credit Rating Agency has the right to suspend or withdraw the rating at any time

basis of factors such as new information or unavailability of information or any other

circumstances.

2.8 ISSUE OF DEBENTURES IN DEMATERIALISED FORM

The Debentures will be issued in physical form which will be subsequently

dematerialised. The Company has made arrangements with the relevant Depository

for the conversion of the Debentures in dematerialised form. Investors will have to

hold the Debentures in dematerialised form as per the provisions of Depositories Ac t.

The Company shall take necessary steps to credit the Debentures allotted to the

11

beneficiary account maintained by the Investor with its depositary participant. The

Company will allot the Debentures to Investors on the Deemed Date of Allotment

after verification of the Application Form, the accompanying documents and on

realisation of the application money in physical form, and the Debentures will be

subsequently converted into dematerialised form.

2.9 CAUTIONARY NOTE

Investors acknowledge by the receipt of this Information Memorandum that they (i)

are knowledgeable and experienced in financial and business matters, have expertise

in assessing credit, market and all other relevant risk and are capable of evaluating,

and have evaluated, independently the merits, risks and suitability of purchasing the

Debentures; (ii) understand that the Company has not provided, and will not provide,

any material or other information regarding the Debentures, except as included in the

Information Memorandum; (iii) have not requested the Company to provide it with any

such material or other information; (iv) have not relied on any investigation that any

person acting on their behalf may have conducted with respect to the Debentures; (v)

have made their own investment decision regarding the Debentures based on their

own knowledge (and information they have or which is publicly available) with respect

to the Debentures or the Company; (vi) have had access to such information as

deemed necessary or appropriate in connection with purchase of the Debentures;

(vii) are not relying upon, and have not relied upon, any statement, representation or

warranty made by any person, including, without limitation, the Company; and (viii)

understand that, by purchase or holding of the Debentures, they are assuming and

are capable of bearing the risk of loss that may occur with respect to the Debentures,

including the possibility that they may lose all or a substantial portion of their

investment in the Debentures.

Neither this Information Memorandum nor any other information supplied in

connection with the Issue of Debentures is intended to provide the basis of any credit

or other evaluation and any recipient of this Information Memorandum should not

consider such receipt as a recommendation to purchase any Debentures. Each

Investor contemplating purchasing any Debentures should make its own independent

investigation of the financial condition and affairs of the Company, and its own

appraisal of the creditworthiness of the Company. Potential Investors should consult

their own financial, legal, tax and other professional advisors as to the risks and

investment considerations arising from an investment in the Debentures and should

possess the appropriate resources to analyse such investment and the suitability of

such investment to such Investor's particular circumstances. This Information

Memorandum is made available to potential Investors on the strict understanding that

it is confidential. Recipients shall not be entitled to use any of the information

otherwise than for the purpose of deciding whether or not to invest in the Debentures.

No person, including any employee of the Company, has been authorised to give any

information or to make any representation not contained in this Information

Memorandum. Any information or representation not contained herein must not be

relied upon as having being authorised by or on behalf of the Company. Neither the

delivery of this Information Memorandum at any time nor any statement made in

connection with the offering of the Debentures shall under the circumstances imply

12

that any information/ representation contained herein is correct at any time

subsequent to the date of this Information Memorandum.

13

SECTION 3: DISCLOSURES

3.1 Documents Submitted to BSE

(a) Copy of Memorandum of Association of the Company;

(b) Copy of Articles of Association of the Company;

(c) Copy of resolutions of the Company and the Board authorising allotment of the

Debentures;

(d) Copy of the last three years’ audited balance sheet and annual report of the

Company;

(e) Statement containing particulars of dates of, and parties to all material contracts

and agreements;

(f) List of authorised signatories;

(g) An undertaking from the Company stating that the necessary documents for the

creation of the charge, where applicable, including the Debenture Trust Deed

would be executed within the time frame prescribed in the relevant

regulations/act/rules etcetera and the same would be uploaded on the website of

the BSE or any other stock exchange where the debt securities have been listed,

within 5 working days of execution of the same; and

(h) An undertaking that all required permissions/consents from existing creditors for

the Transaction Security being created, where applicable, in favour of the

Debenture Trustee have been obtained.

3.2 Documents Submitted to the Debenture Trustee

The Company undertakes to submit the following documents to the Debenture

Trustee before the allotment of the Debentures:

(a) Copy of Memorandum of Association of the Company;

(b) Copy of Articles of Association of the Company;

(c) Copy of resolutions of the Company and the Board authorising allotment of the

Debentures;

(d) Copy of the latest consolidated and standalone financial information including

profit and loss statements, balance sheet and cash flow statement, including

auditor qualifications, if any;

(e) Statement containing particulars of dates of, and parties to all material contracts

and agreements;

(f) List of authorised signatories;

14

(g) An undertaking to the effect that the Company would, till the redemption of the

Debentures-

(i) submit the details mentioned in point (d) above to the Debenture Trustee

within the timelines as mentioned in ‘simplified listing agreement’ issued

by SEBI vide circular no. SEBI/IMD/BOND/1/2009/11/05 dated 11 May

2009; and

(ii) submit a copy of the latest annual report to the Debenture Trustee within

180 days from the end of the Financial Year. The Debenture Trustee shall

be obliged to share the details submitted under this clause with the

Debenture Holders within 2 working days of their specific request.

(h) A copy of the application made to the Tax authorities under section 281 of the

Tax Act in respect of the security to be created by the Company over the Issuer

Account and Fixed Deposits. The Company has undertaken to obtain the no-

objection certificate from the Tax authorities within 90 days of the Pay In Date

3.3 Details of the Company and the Intermediaries

Sr. No Particulars Information

a) Name: KSH Distriparks Private Limited

b) Registered Office A-18, A-18/1, Talegaon Floriculture and

Industrial Park, MIDC Talegaon, Pune,

Maharashtra 410507

c) Registration

Number:

132062

d) Corporate

Identification

Number

U60210PN2006PTC132062

e) Phone No.:

020-66083504

f) Fax No.:

020-66083523

g) Contact Person:

Mr. Rohit Hegde and Mr. Chandraveer

Singh

h) Email: Chandraveer.singh@kshdistriparks.com

i) Corporate office of

the Company:

4th

Floor, S.no. 98/1/1/270, 3024/6,Shivaji

Nagar, Nandadeep annex Senapati Bapat

Road, Opposite Patrakar Nagar Pune 05

j) Compliance officer

of the Company:

Chandraveer Singh

15

k) CFO of the

Company:

Chandraveer Singh

l) Arrangers: Not Applicable

m) Trustee:

IDBI Trusteeship Services Limited

n) Registrar:

Link Intime India Private Limited

o) Credit Rating

Agency: Brickwork Ratings India Private Limited

C- 502, Business Square, 151, Andheri

Kurla Road, Opposite Apple Heritage

Building Chakala, Andheri (East) Mumbai

400093

T:912228311426, +912228311439

F : 91-22-28389144

p) Auditors of the

Company

BBSR & Co. 703, 7th

Floor, Godrej

Castlemaine

Next to Ruby Hall, Bund Garden Road,

Pune, Maharashtra 411001

3.4 A Brief Summary of the business/activities of the Company and its line of

business

(a) Business Overview

Main object of the Company (as per memorandum of association of the Company) is:

To engage and carry on the business of warehousing, cold storages, freezing house,

container freight station (CFS) / inland container depot (ICD), transport terminal and

to undertake packing, repacking, transporting, storing, stocking, distributing,

importing and exporting of goods, renting and leasing out warehouses, undertaking

training, to act as multimodal transporter, consolidator, shipping yard operator and

undertake consulting in warehouse business.

(b) Corporate Structure

The Company was incorporated with the authorised equity share capital of INR Rs

100000 consisting of 10000 Equity Shares of INR 10 each, with minimum paid up

share capital of INR Rs. 100000.

The details of the Company’s current authorised and paid up share capital are as

follows:

(i) Authorised capital of INR 40,00,00,000/, consisting of 4,00,00,000 equity

shares with a face value of INR 10 each.

16

(ii) Issued capital of INR 350,532,560 consisting of 35,053,256 equity shares.

(iii) Paid up equity share capital of INR 25,46,05,148/-, consisting of

1,91,00,488 fully paid up shares and 1,59,52,768 partly paid up shares.

Shareholding Pattern as on 31.03.2013

Sr.

No.

Shareholders Name Shareholding Pattern

1 Kushal Hegde 10,35,040

2 Pushpa Hegde 6,58,573

3 Rajesh Hegde 4,71,809

4 Rohit Hegde 4,76,760

5 KSH International Private Limited 1,93,06,061

6 Shubhkamal Leasing and Investments Private

Limited

21,92,330

7 PCRD Services PTE Limited 90,93,903

8 SKY Advance Associates Limited 18,18,780

Total 3,50,53,256

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

(In Rs million)

Parameters Upto

latest

half year

FY 2011-

2012

FY 2010-

2011

FY 2009-

2010

For Non-Financial Entities

Networth 4312.27 1,244.87 - 188.78 40.83

Total Debt

Of which – Non Current

Maturities of

Long Term

Borrowing

1,621.41 1,821.30

2,097.53

2,174.39

- Short Term

Borrowing

73.92

93.61

- -

- Current

Maturities of

Long Term

Borrowing

337.68

337.68

222.68

117.31

Net Fixed Assets 3,738.84 3,138.25

2,896.68

2,944.18

Non Current Assets

Cash and Cash Equivalents 2,244.81 266.39 26.47 74.10

17

Current Investments - - - -

Current Assets 562.80

493.72

263.66

278.70

Current Liabilities 662.11

745.49

258.77

255.80

Net Sales 1,199.68

1,742.06

735.49

405.29

EBITDA - 47.26

111.21

22.68

-131.05

EBIT - 82.81

254.48

-365.54

- 285.85

Interest 168.06

332.17

388.22

300.64

PAT - 250.87

- 77.70

- 510.82

- 586.49

Dividend amounts - - - -

Current ratio 85%

66%

102%

109%

Interest coverage ratio -49%

13%

-32%

-95%

Gross debt / equity ratio 1.71

-4%

-25%

-16%

Debt Service Coverage

Ratios

47%

77%

23%

13%

Gross Debt: Equity Ratio of the Company:

Before the issue of debt securities 1:0.94

After the issue of debt securities 1:0.97

3.5 A Brief History of the Company since its Incorporation

(a) Details of Share Capital as on last quarter end:

Share Capital Rs.

Authorised Share Capital INR 400,000,000.00

Issued INR 35,05,32,560.00

Subscribed Capital INR 35,05,32,560.00

Paid-up capital INR 25,46,06,148.00

18

(b) Changes in the capital structure of the Company

(i) Shareholding Pattern of the Company on the Date of Incorporation

Sr.

No.

Name of the Shareholder No. of Shares

(Equity)

1 Kushal Subbayya Hegde 1500

2 Pushpa Kushal Hegde 1500

3 Rajesh Kushal Hegde 1000

4 Rohit Kushal Hegde 1000

5 KSH International Pvt. Ltd. 5000

Total 10,000

(ii) Changes in Capital Structure of the Company

S.

No.

Date of

Change

(AGM/EGM)

Rupees Particulars

Authorised

Capital

1 07-11-2007 Rs.

8,00,00,000/-

Increase in authorised capital from Rs.

1,00,000 to INR 8,00,00,000/- consisting

only of Equity Shares.

2 27.07.2009 NA Change in authorised capital. Authorised

capital of INR 8,00,00,000/- divided into

50,00,000 Equity Shares and 30,00,000

Preference Shares; and issue of 9%

redeemable, non-cumulative Preference

Shares.

3 20.07.2011 Rs.

13,00,00,000

/-

Increase in authorised capital from Rs.

8,00,00,000/- to Rs. 13,00,00,000/- (divided

into Rs. 5,00,00,000/- Equity Shares and

8,00,00,000/- Preference Shares)

4 17.05.2012 Rs.

19,00,00,000

/-

Increase in authorised capital from Rs.

13,00,00,000/- to Rs. 19,00,00,000/-

(Divided in 11,00,00,000/- Equity Shares

and 8,00,00,000/- Preference Shares)

5 15.06.2012 NA Change of the Rs.8,00,00,000/- Preference

Shares from non-convertible to convertible

Preference Shares.

6. 25/06/2012 NA Conversion of Rs. 8,00,00,000/- 9 %

Convertible Non-cumulative Preference

Shares into 15,41,366 Equity Shares issued

at premium of Rs. 41.902/- totalling to Rs.

8,00,00,000/-.

7. 25.06.2012 NA Authorised capital modified to consist of

only equity capital of Rs. 19,00,00,000/-.

8. 03.07.2012 Rs. Increase in authorised capital from Rs.

19

30,00,00,000

/-

19,00,00,000/- to Rs. 30,00,00,000/-

9. 18.01.2013 Rs.

40,00,00,000

/-

Increase in authorised capital from Rs.

30,00,00,000/- to Rs. 40,00,00,000/-

consisting of 3,00,00,000 Equity Shares.

Paid up

Capital

1 20.11.2007 Rs.

3,99,00,000/-

Allotment of 39,90,000 Equity shares of Rs.

10/-.

2 26.09.2011 Rs.

9,00,00,000/-

Allotment of 10,00,000 Equity Shares of Rs.

10/- and allotment of 80,00,000 Preference

shares of Rs. 10/- each

3 19.06.2012 Rs.

54,79,481.65

/-

Allotment of 1,03,445 Equity shares of Rs.

10/- for cash at premium of Rs. 42.97/- each

4 19.06.2012 Rs.

80,00,84,474

.58/-

Allotment of 1,542,994 Equity Shares of Rs.

10/- for cash at premium of Rs. 41.902/-

5 25.06.2012 Rs.

7,99,99,978.

13/-

Allotment of 15,41,366 Equity shares of Rs.

10/- for cash at premium of Rs. 41.902/-

6 26.06.2012 Rs.

5,76,47,500/-

Allotment of 1,00,00,000 Equity Shares of

Rs. 10/- each on which Rs. 5.76475/- per

share was paid on application

7 17.07.2012 Rs.

274999626.7

2/-

Allotment of 90,93,903 Equity shares of Rs.

10/- fully paid up for Premium of Rs. 20.24/-

8 10.08.2012 Rs.

5,49,99,907.

2/-

Allotment of 18,18,780 Equity shares of Rs.

10/- fully paid up for Premium of Rs. 20.24/-

9. 15.02.2013 Rs.

60,00,000/-

Allotment of 59,52,768 Equity Shares of Rs.

10/- each for premium of Rs. 0.0793 that

have been partly paid up to Rs 1.0079.

(iii) Equity share capital history of the Company as on last quarter end for the last

five years:

Date of

Allotment

No of

Equity

Shares

Fac

e

Val

ue

(Rs

)

Issue

Price

(Rs)

Consideratio

n

Nature of

Allotmen

t

Cumulative

No. of

Equity

Shares

Equity

Share

Capital

(Rs)

Equity Share

Premium (in

Rs)

20

20.11.2007 39,90,000 10 10 3,99,00,000 Fresh

issue

39,90,000 3,99,00,000 0

26.09.2011 10,00,000 10 10 1,00,00,000 Fresh

issue

49,90,000 4,99,00,000 0

19.06.2012 1,03,445 10 52.97/- 54,79,481.65 For

considera

tion

otherwise

than in

cash

50,93,445 5,09,34,450 44,45,031.65

19.06.2012 15,42,994 10 51.902

/-

8,00,84,474.58

8

Conversio

n of

Directors

loan in to

equity

66,36,439 6,63,64,390 6,46,54,534.5

9

25.06.2012 15,41,366 10 51.902 7,99,99,978.13

2

Conversio

n of

Preferenc

e shares

held by

sharehold

ers into

Equity

shares

81,77,805 8,17,78,050 6,45,86,318.1

3

26.06.2012 1,00,00,000 10 0 5,76,47,500 Issue of

Partly

paid

shares

1,81,77,805 13,94,25,55

0

6,45,86,318.1

3

17.07.2012 90,93,903 10 30.24 27,49,99,626.7

2

Shares

issued to

Foreign

Investor

on the

basis of

Sharehold

ers

Agreeme

nt

2,72,71,708 23,03,64,58

0

24,86,46,914.

85

10.08.2012 18,18,780 10 30.24 5,49,99,907.2 Shares

issued to

Foreign

Investor

on the

basis of

Sharehold

ers

Agreeme

nt

2,90,90,488 24,85,52,38

0

28,54,59,022.

05

15.02.2013 59,52,768 10 Rs. Rs. Issue of 3,50,43,256 25,45,05,14 28,55,06,048.

21

(c) Details of any acquisition or amalgamation in the last 1 year:

NA

(d) Details of any reorganisation or reconstruction in the last 1 year:

NA

3.6 Details of the shareholding of the Company as on the latest quarter end:

(a) Shareholding pattern of the Company as on last quarter end i.e. 31.03.2013:

S.

No.

Particulars – Name of

Shareholders

Total No of

equity

shares

No of

Shares in

demat

form

Total

Shareholding

as % of total

no of equity

shares

1 Kushal Subbayya Hegde 10,35,040 0 2.95

2 Pushpa Kushal Hegde 6,58,573 0 1.87

3 Rajesh Kushal Hegde 4,71,809 0 1.34

4 Rohit Kushal Hegde 4,76,760 0 1.36

5 KSH International Private

Limited

1,93,06,061 0 55.07

6 Shubhkamal Leasing &

Investment Private Limited

21,92,330 0 6.25

7 PCRD Services PTE Limited 90,93,903 0 25.94

8 Sky Advance Associates

Limited

18,18,780 0 5.18

1.0079 59,99,786.80 Partly

paid

shares

8 91

22

3,50,53,256

(b) List of top 10 holders of equity shares of the Company as on the latest quarter end:-

Same as Paragraph 3.6 (a) above.

3.7 Details regarding the directors of the Company:

(a) Details of the current directors of the Company

S.

No

.

Name Design

ation

DIN Ag

e

Address Dire

ctor

of

the

Com

pany

sinc

e

Details of other

directorship

1 Rajesh

Kushal

Hegde

Director 00114193 43 Buena Monte,

NCL Co-Op Hsg

Society, Off

Pashan Road,

Pune, 411008,

Maharashtra,

India

17/0

5/20

06

KSH Distriparks Private

Limited

KSH International Private

Limited

KSH Logistics Private

Limited

Waterloo Motors Private

Limited

Waterloo distributors

Private Limited

KSH Infra Private Limited

2 Rohit

Kushal

Hegde

Director 00134926 40 Buena Monte,

NCL Co-Op Hsg

Society, Off

Pashan Road,

Pune, 411008,

Maharashtra,

India

17/0

5/20

06

KSH Distriparks Private

Limited

KSH International Private

Limited

KSH Logistics Private

Limited

Waterloo Motors Private

Limited

23

Waterloo distributors

Private Limited

KSH Infra Private Limited

3 Kushal

Subbayy

a Hegde

Director 00135070 73 Buena Monte,

NCL Co-Op Hsg

Society, Off

Pashan Road,

Pune, 411008,

Maharashtra,

India

17/0

5/20

06

KSH Distriparks Private

Limited

KSH International Private

Limited

KSH Logistics Private

Limited

Shubhkamal Leasing and

Investment Private

Limited

Waterloo Motors Private

Limited

Waterloo distributors

Private Limited

KSH Infra Private Limited

Kushal Motors and

Electricals Private Limited

Sai Service Station

Limited

4 Akash

Mehta

Nomine

e

Director

00909000 39 14D, Ananta

Building, Breach

Candy, Mumbai,

400026,

Maharashtra,

India

21/0

9/20

12

KSH Distriparks Private

Limited

Consumer Financial

Services Limited

Green Malabar Financial

ventures private limited

Pasha Ventures Private

Limited

5 Peter

Allen

Nomine

e

Director

03033134 58 Blk 40 Nassim

Hill, 05-42 ,

Singapore,

258474, ,

Singapore

17/0

7/20

12

KSH Distriparks Private

Limited

Consumer Financial

Services Limited

No directors of the Company appear in the RBI defaulter list and/or Export Corporation

Guarantee Commission of India’s default list.

(b) Details of change in directors since last three years:

24

Sr.

No.

Name of the

Director

Design

ation

DIN Date of

Appointme

nt/Resignat

ion

Directory of

the

company

since (in

case of

resignation

Remarks

1 Allen

Anthony

Peter

Nomine

e

Director

030331

34

17.07.2012 Mr. Peter

Allen was

appointed

as

additional

director on

17.07.2012

and his

appointment

is

regularised

subsequentl

y as

Nominee

Director in

AGM dated

21.09.2012.

2 Akash Mehta Nomine

e

Director

009090

00

21.09.2012

3 Pushpa

Hegde

Director 001373

95

30.06.2012 17.05.2006

3.8 Details of the auditor of the Company:

(a) Details of the current auditor of the Company:

S.

No.

Name Address Auditor since

1 BBSR & CO. 7th

Floor, Godrej Castlemaine, Next to

Ruby Hall, Bund Garden Road, Pune,

Maharashtra 411001

21.09.2012

(Date of AGM)

(b) Details of change in auditor since last three years:

Sr.

No.

Name Address Date of

Appointmen

t/Resignatio

n

Auditor of the

company since (in

case of

resignation

Remarks

1 BBSR &

Co

7th

Floor, Godrej

Castlemaine, Next to

21/09/2012

25

Ruby Hall, Bund Garden

Road, Pune, Maharashtra

411001

2. M/s A. S.

Alva &

Co.

32, Swapna Nagari, Karve

Road, Pune 411 004

21/09/2012 13.02.2008

3. M/s M. V.

Lonkar &

Co.

17, Laxman

Condominium, Near Jog

Hospital, Paud Road,

Pune- 411 038

16/06/2006 13.02.2008

3.9 Details of borrowing of the Company:

(a) Details of Secured Loan Facilities

Sr.

No.

Lender’s

Name

Type of

Facility

Amt

Sanctioned

(in INR)

Principal Amt

outstanding

Repayme

nt Date/

Schedule

Security

1 The Cosmos

Co-Operative

Bank Limited

Term

Loan

227200000 174161283.05 As per

Annexure

VII

(Repayme

nt

Schedule

s).

Secured by mortgage of

lease hold lands at MIDC

Talegaon and construction

made and to be made

thereon, hypothecation of

plant and machinery

installed and to be

installed therein and

personal guarantee of

directors and mortgage of

one of their properties.

2 The Cosmos

Co-Operative

Bank Limited

Term

Loan

36000000 12388211.99 As per

Annexure

VII

(Repayme

nt

Schedule

s).

Secured by mortgage of

lease hold lands at MIDC

Talegaon and construction

made and to be made

thereon, hypothecation of

plant and machinery

installed and to be

installed therein and

personal guarantee of

directors and mortgage of

one of their properties.

Also secured by

hypothecation of plant

and machinery of the

Company.

3 The Cosmos

Co-Operative

Bank Limited

Bill

Discounti

ng

10000000 8590711.12 Bills

discountin

g (INR

1,00,00,0

All present and future

book debts, outstanding

moneys, receivables,

claims, bills, choses in

26

00):

repayable

on

demand/

review

within 12

months

action, contracts,

engagements and

securities of the

Company.

4 ICICI Bank Vehicle

loan

539000 417828.00 As per

Annexure

VII

(Repayme

nt

Schedule

s).

The loan is secured by

way of hypothecation of

the vehicle.

5 ICICI Bank Vehicle

Loan

700000 504072 As per

Annexure

VII

(Repayme

nt

Schedule

s).

The loan is secured by

way of hypothecation of

the vehicle.

(b) Details of Unsecured Loan Facilities

None

(c) Details of Non-Convertible Debentures:

NA

(d) List of Top 10 Debenture Holders:

NA

(e) The amount of corporate guarantees issued by Company

NA

(f) Details of Commercial Paper:

NA

(g) Details of Rest of the borrowing:

NA

27

(h) 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:

None

(i) 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:

None

3.10 Details of Promoters of the Company as on last quarter end:

Sr.

No

.

Name of the

shareholders

Total No

of Equity

Shares

No of

shares in

demat

form

Total

shareholdi

ng as % of

total no of

equity

shares

No. Of

shares

Pledged

% of Shares

pledged with

respect to

shares

owned.

1 Kushal Hegde 1035040 Nil 3.56 0 0

2 Pushpa Hegde 658573 Nil 2.26 0 0

3 Rohit Hegde 476760 Nil 1.64 0 0

4 Rajesh Hegde 471809 Nil 1.62 0 0

5 KSH International

Private Limited

19306061 Nil 55.07 0 0

3.11 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.

As per paragraph 3.4 (c) above.

3.12 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.

As per paragraph 3.4 (c) above.

3.13 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.

None

28

3.14 Names of the Debenture Trustee and Consents thereof

The Debenture Trustee for the Debentures being issued under this Issue is IDBI

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

Debenture Trustee to the Issue and inclusion of its name in the form and context in

which it appears in this Information Memorandum. The consent letter from Debenture

Trustee is attached as Annexure III (Letter from the Debenture Trustee).

3.15 Rating

The Credit Rating Agency has assigned “BB-” rating to the Debentures.

The ratings are not a recommendation to buy, sell or hold securities and investors

should take their own decisions. The rating may be subject to revision, suspension or

withdrawal at any time by the Credit Rating Agency on the basis of additional

information evaluated by the Credit Rating Agency and each rating should be

evaluated independently of any other ratings. Ratings do not comment on the

adequacy of market price, the suitability of any investment, loan or security for a

particular investor (including without limitation, any accounting and/or regulatory

treatment), or the tax-exempt nature or taxability of payments made in respect of any

investment, loan or security. The Credit Rating Agency is not your advisor, nor is it

providing to you or any other party any financial advice, or any legal, auditing,

accounting, appraisal, valuation or actuarial services. The ratings may be raised,

lowered, withdrawn or placed on rating watch due to changes in, additions to,

accuracy of, or the inadequacy of, information or for any other reason the Credit

Rating Agency deems sufficient.

Please refer to Annexure II (Rating Letter) of this Information Memorandum for a copy

of the credit rating letters dated 6 May 2013 and 21 March 2013 issued by the Credit

Rating Agency.

3.16 Stock Exchange

BSE Limited.

The Debentures are proposed to be listed on the Whole Debt Market Segment. The

Company has obtained an “in-principle” approval from BSE on 22 April 2013. Please

refer to Annexure VI (In Principle Listing Approval) for a copy of the in principle

approval.

3.17 Other Details

(a) Debenture Redemption Reserve

Under Section 117C of the Companies Act, every company which issues

debentures is required to create a debenture redemption reserve for the

redemption of such debentures, to which adequate amounts shall be credited,

from out of its profits every year until such debentures are redeemed.

29

The Company hereby agrees and undertakes that, if required by applicable law,

it will create a debenture redemption reserve, in accordance with the Companies

Act, and/ or any as per the guidelines issued in respect of the same and if during

the currency of these presents, any guidelines are formulated (or modified or

revised) by the Central Government or any government agency having authority

under law in respect of creation of debenture redemption reserve, the Company

shall abide by such guidelines and execute all such supplemental letters,

agreements and deeds of modifications as may be required for implementation of

such guidelines, and shall also cause the same to be registered, where

necessary under applicable law. The Company shall submit to the Debenture

Trustee a certificate duly certified by the auditors' of the Company certifying that

the Company has transferred the sum required under law to the debenture

redemption reserve at the end of each financial year.

However, pursuant to circular number No.6/3/2001-CL.V dated 18 April 2002

issued by the Department of Company Affairs, it has been clarified that since

Section 117C of the Companies Act requires that the amount to be credited to the

debenture redemption reserve will be carved out of the profits of the company

only, there is no obligation on the part of the company to create a debenture

redemption reserve if there is no profit for that particular year. Accordingly, the

company will create such debenture redemption reserve, if required under the

Companies Act or any guidelines issued under the Companies Act.

(b) Issue and instrument specific regulations

(i)The (Indian) Companies Act, 1956, including Section 293(1)(a), Section

293(1)(d), Section 372A, Section 1117-123 and Section 125 of the Act.

(ii) Securities and Exchange Board of India (Debenture Trustees)

Regulations, 1993.

(iii) Securities and Exchange Board of India (Issue and Listing of Debt

Securities) Regulations, 2008.

(c) Application process

For the application process, see Section 5 of the Information Memorandum.

3.18 A Statement containing particulars of the Dates of and Parties to all Material

Contracts/Agreements involving Financial Obligations of the Company

Copies of the contracts and documents, referred to below, may be inspected at the

Registered Office of the Company between 10.00 a.m. and 12.00 noon on any

working day (Monday to Friday) until the date of closing of the issue.

Sr.

No.

Name of Parties Nature of Contract Date

1. Blue Star A/C Maintenance 1 April 2013

2. Oscar Freight Private Limited Handling Air

Shipment

1 December

2012

30

3. Yash Forklift Services Forklift Services 1 April 2013

4. Marina Forklift Services Forklift Services 1 April 2013

5. Freight Handlers (India) Ltd Kalmar services 1 April 2013

6. Lease deed with MIDC dated (AM

18)

Lease Agreement for

Land

5 February 2008

7 Lease deed with MIDC dated (AM

2)

Lease Agreement for

Land

23 July 2012

Sr.

No.

Contracts and Authorisations related to present Issue

1. Certified copy of the Memorandum of Association and Articles of

Association.

2. Certified true copy of the resolution dated 8 March 2013 passed by the

Board approving the issue of Debentures.

3. Credit rating letter from the Credit Rating Agency dated 6 May 2013.

4. Letter from IDBI Trusteeship Services Limited giving its consent to act as

Debenture Trustee dated 8 April 2013.

3.19 Undertaking to use a Common Form of Transfer

The issue of the Debentures shall be made in physical form and the Debentures will

be subsequently dematerialised. The Company will use a common transfer form for

physical Debentures if at a later stage there is any holding in physical form due to the

relevant Depository giving any Investor the option to rematerialise the Debentures.

3.20 Information Relating to the Terms of Offer or Purchase

For information relating to the terms of offer or purchase, please refer to the terms

and conditions of the Debentures as set out in Annexure I (Term Sheet)

3.21 Summary Term Sheet

For terms and conditions of the Debentures, see Annexure I (Term Sheet)

YOU SHOULD READ THE TERMS OF THESE DEBENTURES CAREFULLY AND

CONSIDER THE RISK INVOLVED BEFORE PURCHASING THESE DEBENTURES.

31

SECTION 4: RISK FACTORS

An investment in Debentures involves a high degree of risk . Investors should carefully

consider each of the following risk factors and all the information set forth in this Information

Memorandum before making an investment in our Debentures. The risks and uncertainties

described in this section are not the only risks that the Company currently faces. Additional

risks and uncertainties not presently known to the Company may also have an adverse effect

on the Company’s business, results of operations and financial condition. If any particular or

some combinations of the following risks or other risks that are not currently k nown actually

occur, the business prospects, results of operations and financial condition of the Company

could be adversely affected. The actual occurrence of such risks will also affect the trading

price of the Debentures and the value of your investment could decline or be lost.

4.1 Risks in Relation to the Debentures

(a) The Debentures may not be a suitable investment for all investors

Potential Investors should ensure that they understand the nature of the Debentures

and the extent of their exposure to risk, that they have sufficient knowledge,

experience and access to professional advisers to make their own legal, tax,

accounting and financial evaluation of the merits and risks of investment in the

Debentures and that they consider the suitability of the Debentures as an investment

in the light of their own circumstances and financial condition. An investment in the

Debentures involves risks. These risks may include, among others, equity market

risks, bond market risks, interest rate risks, market volati lity and economic, political

and regulatory risks and any combination of these and other risks. The Debentures

may decline in value and the potential Investors should note that, whatever be their

investment in the Debentures, the cash amount due at maturity will be an amount

such as to provide the fixed rate of return for the Debentures to the Investors in

accordance with the terms of the Issue.

(b) The Debentures may be illiquid

It is not possible to predict if and to what extent a secondary market may develop in

the Debentures or at what price the Debentures will trade in the secondary market or

whether such market will be liquid or illiquid. As specified in this Information

Memorandum, application has been made to list the Debentures on the BSE and an

in-principle approval has been obtained. If the Debentures are so listed or quoted or

admitted to trading, no assurance is given that any such listing or quotation or

admission to trading will be maintained. The fact that the Debentures may be so listed

or quoted or admitted to trading does not necessarily lead to greater liquidity than if

they were not listed or quoted or admitted to trading.

The Company may, but is not obliged to, at any time purchase the Debentures at any

price in the open market or by tender or by private agreement. Any Debentures so

purchased may be resold or surrendered for cancellation. The more limited the

secondary market is, the more difficult it may be for the Debenture Holders to realise

value for the Debentures prior to redemption of the Debentures.

(c) Debenture Holders may be subject to taxation related risks

32

Potential purchasers and sellers of the Debentures should be aware that they may be

required to pay stamp duties or other documentary charges and taxes in accordance

with the laws and practices of India. Payment and / or delivery of any amount due in

respect of the Debentures will be conditional upon the payment of all applicable

taxes, duties and / or expenses.

Potential investors who are in any doubt as to their tax position should consult their

own independent tax advisers. In addition, potential investors should be aware that

tax regulations and their application by the relevant taxation authorities change from

time to time. Accordingly, it is not possible to predict the precise tax treatment which

will apply at any given time.

(d) Interest Rate Risk

All securities where a fixed rate of interest is offered are subject to price risk. The

price of such securities will vary inversely with changes in prevailing interest rates , i.e.

when interest rates rise, prices of fixed income securities fall and when interest rates

drop, the prices increase. The extent of fluctuation in the prices is a function of the

existing coupon, days to maturity and the increase or decrease in the level of

prevailing interest rates. Any increase in rates of interest is likely to have a negative

effect on the price of our Debentures.

(e) Downgrading in credit rating

The Issue has been rated by the Credit Rating Agency as having “BB-” rating. The

Company cannot guarantee that this rating will not be downgraded. Such a

downgrade in the credit rating may lower the value of the Debentures and may also

affect the Company’s ability to raise further debts.

4.2 Risks in relation to the Business and the Company

The Company is involved in the business of import and export of containerised cargo

which will be impacted by global market conditions; and any slowdown or recession in

other countries may impact the business and revenue of the Company.

4.3 Risks in Relation to the Transaction structure and security

(a) Approvals from the Maharashtra Industrial Development Corporation (“MIDC”) are

required for the creation of the Transaction Security

Consent is required to be obtained from the MIDC for creation of the Transaction

Security. Delay in obtaining final approval in respect of the Transaction Security may

result in a delay in creating the Transaction Security, and/or impact the right of the

Debenture Holders thereunder.

(b) The Debenture Trustee is entitled to make certain decisions, binding on all Debenture

Holders without their consent

The Debenture Trustee will be entitled, without the consent of the Debenture Holders,

to agree to any modification of the terms of the Debentures or the Debenture Trust

Deed or any of the other document to be executed in relation to the Debentures

which is, in the opinion of the Debenture Trustee, of a formal, minor or technical

nature or is to correct a manifest error and is proper to make if such modification will

33

not be materially prejudicial to the interests of Debenture Holders and to any terms of

the Debentures.

4.4 Risks in Relation to Enforcement

(a) Significant delays may be faced in court proceedings in India

The Debenture Trustee and/or the Debenture Holders may need to seek recourse to

Indian courts to enforce their rights under the Debenture Documents and/or in respect

of the Debentures. It is not unusual for court proceedings in India to continue for

extended periods. Disposition of cases may be further subject to various delays

including multiple levels of appellate adjudication.

(b) Exercise of powers by the Debenture Trustee is subject to equitable principles and

supervisory powers of courts

The exercise by the Debenture Trustee of the powers and remedies conferred on it

under the Debentures, and the other Transaction Documents, or otherwise vested in

it by law, will be subject to general equitable principles regarding the enforcement of

security, the general supervisory powers and discretion of the Indian courts in the

context thereof and the obtaining of any necessary governmental or regulatory

consents, approvals, authorisations or orders.

(c) The right of the Debenture Holders to receive payments under the Debentures will be

junior to certain tax and other liabilities preferred by law on an insolvency of the

Company

The Debentures will be subordinated to certain liabilities preferred by law such as

claims of the Government of India on account of taxes and certain liabilities incurred

in the ordinary course of the Company’s business (including workmen’s dues). Upon

an order for winding-up in India, the assets of a company are vested in a liquidator

that has wide powers to liquidate such company to pay its debt and administrative

expenses.

4.5 Risks in Relation to Indian Market, Economy and Political Situation

(a) Future legal and regulatory obstructions

The central and state governments serve multiple roles in the Indian economy,

including producers, consumers and regulators, which may have a significant

influence on the Company. Future government policies and changes in laws and

regulations in India and comments, statements or policy changes by any regulator,

including but not limited to the SEBI or the RBI, may adversely affect the Debentures.

The timing and content of any new law or regulation is not within the Company’s

control and such new law, regulation, comment, statement or policy change could

have an adverse effect on market for and the price of the Debentures.

Further, the SEBI, the BSE or other regulatory authorities may require clarifications

on this Information Memorandum, which may cause a delay in the issuance of the

Debentures or may result in the Debentures being materially affected or even

rejected.

34

(b) Political instability or changes in the government could delay further liberalisation of

the Indian economy and adversely affect economic conditions in India generally

Since 1991, successive Indian governments have pursued policies of economic

liberalisation. The role of the Central and State Governments in the Indian economy

as producers, consumers and regulators has remained significant. If there is a

slowdown in economic liberalisation or a reversal of steps already taken, it could have

an adverse effect on the debt market which is as such exposed to the risks of the

Indian regulatory and policy regime.

35

SECTION 5: OTHER INFORMATION AND ISSUE PROCEDURE

The Debentures being offered as part of the Issue are subject to the provisions of the

Companies Act, the Memorandum and Articles of Association of the Company, the terms of

this Information Memorandum, the Application Form and other terms and conditions as may

be incorporated in the Debenture Documents.

5.1 Mode of Transfer/Transmission of Debentures

The Debentures shall be transferable freely. However, it is clarified that no Investor

shall be entitled to transfer the Debentures to persons who are not Eligible Investors.

The Debentures shall be transferred and/or transmitted in accordance with the

applicable provisions of the Companies Act and other applicable laws including the

rules/procedures as prescribed by the relevant Depositories and the relevant DPs of

the transferor or transferee. The transferee(s) should ensure that the transfer

formalities are completed prior to the Record Date. In case of dematerialised

Debentures, the amounts due in relation to the Debentures will be paid to the person,

whose name appears in the register of debenture holders maintained by the relevant

Depository as on the Record Date (“Register of Debenture Holders”). In case of

physical debentures, the amounts due in relation to the Debentures will be paid to the

person to whom the Debentures were allotted. 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 Company. The normal

procedure followed for transfer of securities held in dematerialised form shall be

followed for transfer of these Debentures. The seller should give delivery instructions

containing details of the buyer’s DP account to its DP.

5.2 Purchase and Sale of Debentures by the Company

The Company may, at any time and from time to time, purchase Debentures at the

price available in the debt market in accordance with the applicable laws. Such

Debentures may, at the option of the Company, be cancelled, held or reissued at

such a price and on such terms and conditions as the Company may deem fit and as

permitted by law. In the event of purchase of Debentures by the Company, the

Company will not be entitled to any of the rights and privileges available to the

Debenture Holders including right to receive notices of or to attend and vote at

meetings of the Debenture Holders.

5.3 Debentures held in Dematerialised Form

The Debentures shall be held in dematerialised form within 15 Business Days from

the Deemed Date of Allotment. The Company has made arrangements with a

Depository for the conversion of Debentures in dematerialised form. The DP’s name,

DP ID and beneficiary account number must be mentioned at the appropriate place in

the Application Form. The Company shall take necessary steps to credit the

Debentures allotted to the depository account of the Investor. Splitting and

consolidation of the Debentures is not applicable in the demat form since the saleable

lot is one Debenture.

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5.4 Trustee for the Debenture Holder(s)

The Company has appointed IDBI Trusteeship Services Limited to act as trustee for

the Debenture Holders. The Company and the Debenture Trustee intend to enter into

the Debenture Trustee Agreement and the Debenture Trust Deed inter alia,

specifying the powers, authorities and obligations of the Debenture Trustee and the

Company. The Debenture Holders shall, without further act or deed, be deemed to

have irrevocably given their consent to the Debenture Trustee or any of its agents or

authorised officials to do all such acts, deeds, matters and things in respect of or

relating to the Debentures as the Debenture Trustee may in its absolute discretion

deem necessary or require to be done in the interest of the Debenture Holders. Any

payment made by the Company to the Debenture Trustee on behalf of the Debenture

Holders shall discharge the Company pro tanto to the Debenture Holders. The

Debenture Trustee will protect the interest of the Debenture Holders in regard to the

repayment of principal and yield thereon and it will take necessary action, subject to

and in accordance with the Debenture Trustee Agreement and the Debenture Trust

Deed, at the cost of the Company. No Debenture Holder shall be entitled to proceed

directly against the Company unless the Debenture Trustee, having become so

bound to proceed, fails to do so. The Debenture Trustee Agreement and the

Debenture Trust Deed shall more specifically set out the rights and remedies of the

Debenture Holders and the manner of enforcement thereof.

5.5 Sharing of Information

The Company may, at its option, but subject to applicable laws, use on its own, as

well as exchange, share or part with any financial or other information about the

Debenture Holders available with the Company and its subsidiaries and affiliates; with

other banks, financial institutions, credit bureaus, agencies, statutory bodies, as may

be required under applicable law and the Company, its subsidiaries and affiliates,

and/or their agents shall not be liable for use of the aforesaid information.

5.6 Debenture Holder not a Shareholder

The Debenture Holders shall not be entitled to any right and privileges of

shareholders other than those available to them under the Companies Act. The

Debentures shall not confer upon the Debenture Holders the right to receive notice(s)

or to attend and to vote at any general meeting(s) of the shareholders of the

Company.

5.7 Modification of Debentures

Any change or modification to the terms of the Debentures shall require approval by

the Debenture Holders, except in circumstances where the Debenture Trustee is

authorised under the Transaction Documents to grant approval.

5.8 Right to accept or reject Applications

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

reject any application for subscription to the Debentures, in part or in full, without

assigning any reason thereof.

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5.9 Debenture redemption reserve

Under Section 117C of the Companies Act, every company which issues debentures

is required to create a debenture redemption reserve for the redemption of such

debentures, to which adequate amounts shall be credited, from out of its profits every

year until such debentures are redeemed. However, pursuant to circular number

No.6/3/2001-CL.V dated 18 April 2002 issued by the Department of Company Affairs,

it has been clarified that since Section 117C of the Companies Act requires that the

amount to be credited to the debenture redemption reserve will be carved out of the

profits of the company only, there is no obligation on the part of the company to

create a debenture redemption reserve if there is no profit for that particular year.

Accordingly, the company will create such debenture redemption reserve, if required

under the Companies Act or any guidelines issued under the Companies Act.

5.10 Notices

Any notice may be served by the Company or the Debenture Trustee upon the

Debenture Holders through registered post, recognised overnight courier service,

hand delivery or by facsimile transmission addressed to such Debenture Holder at its

registered address or facsimile number.

All notice(s) to be given by the Debenture Holder to the Company or the Debenture

Trustee shall be sent by registered post, recognised overnight courier service, hand

delivery or by facsimile transmission to the Company or to such persons at such

address/ facsimile number as may be notified by the Company from time to time

through suitable communication. All correspondence regarding the Debentures

should be marked “Private Placement of Debentures”.

Notice(s) shall be deemed to be effective (a) in the case of registered mail, 3 (three)

calendar days after posting; (b) in case of delivery by recognised overnight courier

service, 1 (one) Business Day after sending for deliver, if sent for next Business Day

delivery; (c) in the case of facsimile at the time when dispatched with a report

confirming proper transmission; and (d) in the case of personal delivery, at the time of

delivery.

5.11 Issue Procedure

Only Eligible Investors may apply for the Debentures by completing the Application

Form in the prescribed format in block letters in English as per the instructions

contained therein. The minimum number of Debentures that can be applied for and

the multiples thereof shall be set out in the Application Form. No application can be

made for a fraction of a Debenture. Application Forms should be duly completed in all

respects and applications not completed in the said manner are liable to be rejected.

The name of the applicant’s bank, type of account and account number must be duly

completed by the applicant. This is required for the applicant’s own safety and these

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

5.12 Application Procedure

Potential investors will be invited to subscribe by way of the Application Form

prescribed in the Information Memorandum during the period between the Issue

38

Opening Date and the Issue Closing Date (both dates inclusive). The Company

reserves the right to change the Issue schedule including the Deemed Date of

Allotment at its sole discretion, without giving any reasons or prior notice. The Issue

will be open for subscription during the banking hours on each day during the period

between the Issue Opening Date and the Issue Closing Date (both dates inclusive).

5.13 Fictitious Application

All fictitious applications will be rejected.

5.14 Basis of Allotment

Notwithstanding anything stated elsewhere, the Company reserves the right to accept

or reject any application, in part or in full, without assigning any reason. Subject to the

aforesaid, in case of over subscription, priority will be given to Investors on a first

come first serve basis. The Investors will be required to remit the funds as well as

submit the duly completed Application Form along with other necessary documents to

Company by the Deemed Date of Allotment.

5.15 Payment Instructions

The Application Form must be submitted along with cheque(s) or demand draft(s)

favouring “KSH Distriparks Private Limited”, crossed “Account Payee Only”.

Cheque(s) or demand draft(s) may be drawn on any bank including a co-operative

bank, which is a member or a sub-member of the bankers clearing house located at

Mumbai. The entire amount of INR 1,000,000 per Debenture is payable along with

the making of an application. Applicants can alternatively remit the application

amount through EFT/RTGS on Pay-in Date, to the bank account of the Company as

per the details mentioned in the Application Form. The RTGS details of the Company

are as under:

Beneficiary Name : KSH Distriparks Private Limited

Credit Account No : 003905011995

Centre Location : Shivaji Nagar Pune

Bank : ICICI Bank Ltd.

Branch : Shivaji Nagar Pune

Account Type : Current Account

IFSC Code : ICIC0000039

5.16 Eligible Investors

The following categories of Investors, when specifically approached, are eligible to

apply for this private placement of Debentures subject to fulfilling their respective

investment norms/rules and compliance with laws applicable to them by submitting all

the relevant documents along with the Application Form (“Eligible Investors”):

39

(a) non-banking financial companies incorporated in India;

(b) financial institutions incorporated as companies in India;

(c) foreign institutional investors registered with SEBI;

(d) insurance companies incorporated in India; and

(e) any other body corporate incorporated in India, including, public sector

undertakings.

All Investors are required to comply with the relevant regulations/guidelines

applicable to them for investing in this Issue.

Note: Participation by potential investors in the Issue may be subject to statutory

and/or regulatory requirements applicable to them in connection with subscription to

Indian securities by such categories of persons or entities. Applicants are advised to

ensure that they comply with all regulatory requirements applicable to them, including

exchange controls and other requirements. Applicants ought to seek independent

legal and regulatory advice in relation to the laws applicable to them.

5.17 Procedure for Applying for Dematerialised Facility

(a) The applicant must have at least one beneficiary account with any of the DP’s of the

relevant Depository prior to making the application.

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

number and DP - ID) appearing in the Application Form under the heading “Details for

Issue of Debentures in Electronic/Dematerialised Form”.

(c) Debentures allotted to an applicant will be credited to the applicant’s respective

beneficiary account(s) with the DP within 15 Business Days from the Pay In Date.

(d) For subscribing to the Debentures, names in the Application Form should be identical

to those appearing in the details with the Depository. In case of joint holders, t he

names should necessarily be in the same sequence as they appear in the account

details maintained with the DP.

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

by the R&T Agent.

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

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

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

at the sole discretion of the Company.

(g) For allotment of Debentures, the address, nomination details and other details of the

applicant as registered with its DP shall be used for all correspondence with the

applicant. The applicant is therefore responsible for the correctness of its

demographic details given in the Application Form vis-a-vis those with its DP. In case

the information is incorrect or insufficient, the Company would not be liable for the

losses, if any.

40

(h) The redemption amount would be paid to those Debenture Holders whose names

appear on the list of beneficial owners maintained by the R&T Agent as on the

Record Date. In case of those Debentures for which the beneficial owner is not

identified in the records of the R&T Agent as on the Record Date, the Company

would keep in abeyance the payment of the redemption amount or other benefits, till

such time that the beneficial owner is identified by the R&T Agent and its details are

conveyed to the Company, whereupon the redemption amount and benefits will be

paid to the beneficiaries, as identified.

5.18 Depository Arrangements

The Company shall make necessary arrangement with a Depository holding of

Debentures in dematerialised form.

5.19 List of Beneficiaries

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

end of each Record Date. The list of beneficiaries as of the relevant Record Date

setting out the relevant beneficiaries’ name and account number, address, bank

details and DP’s identification number will be given by the R&T Agent to the

Company. This shall be the list, which will be used for payment or repayment of

redemption monies.

5.20 Application under Power Of Attorney

A certified true copy of the power of attorney or the relevant authority as the case

may be along with the names and specimen signature(s) of all the authorised

signatories of the Investor and the tax exemption certificate/document of the Investor,

if any, must be lodged along with the submission of the completed Application Form.

Further modifications/additions in the power of attorney or authority should be notified

to the Company or to its agents or to such other person(s) at such other address(es)

as may be specified by the Company from time to time through a suitable

communication.

In case of an application made by companies under a power of attorney or resolution

or authority, a certified true copy thereof along with memorandum and articles of

association and/or bye-laws along with other constitutional documents must be

attached to the Application Form at the time of making the application, failing which,

the Company reserves the full, unqualified and absolute right to accept or reject any

application in whole or in part and in either case without assigning any reason

thereto. Names and specimen signatures of all the authorised signatories must also

be lodged along with the submission of the completed Application Form.

5.21 Documents to be provided by Investors

Investors need to submit the following documents, as applicable:

(a) Memorandum and Articles of Association or other constitutional documents;

(b) Resolution authorising investment;

41

(c) Certified true copy of Power of Attorney (if any);

(d) Specimen signatures of the authorised signatories duly certified by an

appropriate authority;

(e) Copy of PAN card; and

(f) Duly completed Application Form (including RTGS details).

5.22 Applications to be accompanied with Bank Account Details

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

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

of availing direct credit of redemption amount and all other amounts payable to the

Debenture Holders through EFT/RTGS.

5.23 Succession

In the event of winding-up of a Debenture Holder, the Company will recognise the

executor or administrator of the concerned Debenture Holder, or the other legal

representative as having title to the Debentures. The Company shall not be bound to

recognise such executor or administrator or other legal representative as having title

to the Debentures, 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 Company may, in its absolute discretion, where it thinks fit, dispense with

production of probate or letter of administration or other legal representation, in order

to recognise such holder as being entitled to the Debentures standing in the name of

the concerned Debenture Holder on production of sufficient documentary proof and/or

an indemnity.

5.24 Mode of Payment

All payments must be made through cheque(s)/draft(s)/transfers/RTGS as set out in

the Application Form.

5.25 Effect of Holidays

In case any payment date falls on a day which is not a Business Day in Mumbai, the

payment date shall be deemed to be the immediately preceding Business Day.

5.26 Tax Deduction at Source

Tax as applicable under the Income Tax Act, 1961, or any other statutory modification

or re-enactment thereof will be deducted at source. For seeking TDS exemption/lower

rate of TDS, relevant certificate/document must be lodged by the Debenture Holders

at the office of the R&T Agent of the Company at least 15 days before the relevant

payment becoming due.

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5.27 Letters of Allotment

The letter of allotment, indicating allotment of the Debentures, will be issued on the

Deemed Date of Allotment. The aforesaid letter of allotment shall be replaced with the

actual credit of Debentures, in dematerialised form, within 15 Business Days from the

Pay In Date. The Debentures will be first issued in physical form for the purposes of

payment of stamp duty and once stamp duty is paid thereon, the dematerialised

credit shall occur.

5.28 Deemed Date of Allotment

All the benefits under the Debentures will accrue to the Investor from the specified

Deemed Date of Allotment. The Deemed Date of Allotment for the Issue is 17 May

2013 by which date the Investors would be intimated of allotment.

5.29 Record Date

The Record Date will be 15 days prior to the Redemption Date or the date of payment

of any interest on the Debentures.

5.30 Refunds

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

orders will be dispatched within 7 days from the Deemed Date of Allotment of the

Debentures.

In case the Company has received money from applicants for Debentures in excess

of the aggregate of the application money relating to the Debentures in respect of

which allotments have been made, the R&T Agent shall upon receiving instructions in

relation to the same from the Company repay the moneys to the extent of such

excess, if any.

5.31 PAN Number

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

Application Form and attach a self attested copy as evidence. Application Forms

without PAN will be considered incomplete and are liable to be rejected.

5.32 Payment on Redemption

No action is required on the part of the Debenture Holder(s) for redemption purposes

and the redemption proceeds will be paid by cheque/fund transfer/RTGS//EFT to

those Debenture Holders whose names appear on the lis t of beneficiaries maintained

by the R&T Agent. The names would be as per the R&T Agent’s records on the

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

simultaneously redeemed through appropriate debit corporate action.

Payment on redemption will be made by way of cheque(s)/redemption

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

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

the relevant Depository to the Company as on the Record Date.

43

The Debentures shall be taken as discharged on payment of the redemption amount

by the Company on maturity to the registered Debenture Holders whose name

appears in the Register of Debenture Holders on the Record Date. On such payment

being made, the Company will inform the relevant Depository and accordingly the

account of the Debenture Holder(s) with the relevant Depository will be adjusted.

On the Company dispatching the amount as specified above in respect of the

Debentures, the liability of the Company shall stand extinguished.

5.33 Refund

If the listing of the Debentures is not completed within 15 days from the Deemed Date

of Allotment, the Company shall forthwith redeem the Debentures at a price equal to

the Debt accrued till the date of such redemption.

5.34 Governing Law and the Jurisdiction of the Courts

The Debentures are governed by and shall be construed in accordance with Indian

law. Any dispute arising thereof will be subject to the exclusive jurisdiction of courts

and tribunals of Mumbai.

Disclaimer: Please note that only those persons to whom this Information

Memorandum has been specifically addressed are eligible to apply. However, an

application, even if complete in all respects, is liable to be rejected without assigning

any reason for the same. The list of documents provided above is only indicative, and

an investor is required to provide all those documents / authorisations / information,

which are likely to be required by the Company. The Company may, but is not bound

to revert to any investor for any additional documents / information, and can accept or

reject an application as it deems fit. Investment by investors falling in the categories

mentioned above are merely indicative and the Company does not warrant that they

are permitted to invest as per extant laws, regulations, guidelines and notifications.

Each of the above categories of investors is required to check and comply with extant

rules, regulations, guidelines, notifications and laws. Governing or regulating their

investments as applicable to them and the Company is not, in any way, directly or

indirectly, responsible for any statutory or regulatory breaches by any investor, or

required to check or confirm the same.

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SECTION 6: DECLARATION

The Company declares that all the relevant provisions in the SEBI Debt Regulations

and other applicable laws have been complied with and no statement made in this

Information Memorandum is contrary to the provisions of the SEBI Debt Regulations

and other applicable laws, as the case may be. The information contained in this

Information Memorandum is as applicable to privately placed debt securities and

subject to information available with the Company. The extent of disclosures made in

the Information Memorandum is consistent with disclosures permitted by regulatory

authorities to the issue of securities made by the companies in the past.

Date: 16.05.2013

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ANNEXURE I

TERM SHEET

Term Sheet

This non-binding term sheet (“Term Sheet”) sets out the terms and conditions with respect to

the issuance of non-convertible debentures (“NCDs”) on a private placement basis by KSH

Distriparks Private Limited.

This Term Sheet contains indicative terms and is to be used for discussion only. This Term

Sheet is subject to the Transaction Documents being executed by all parties in relation to the

NCDs.

No. Heading Terms

1. Security Name KSH Distriparks Private Limited 14.5% 2015

2. Issuer KSH Distriparks Private Limited

3. Eligible Investors 1. Non-banking financial companies incorporated in

India;

2. financial institutions incorporated as companies in

India;

3. foreign institutional investors registered with SEBI;

4. insurance companies incorporated in India; and

5. any other body corporate incorporated in India,

including, public sector undertakings.

4. Holders Samena ACF (Cyprus) Limited, Julia House, 3

Themistokli Dervi, 1066, Nicosia, Cyprus

5. Depository Central Depository Services (India) Limited or National

Securities Depository Limited

6. Issuance and Trading

Mode of the Debentures

Debentures will be issued in physical form for payment

of stamp duty and will be subsequently dematerialised

within 15 Business Days of the Pay In Date.

7. Debenture Trustee IDBI Trusteeship Services Limited

8. Instrument/ Debentures Secured, rated and listed senior NCDs of face value of

INR 10,00,000 each.

9. Currency Indian Rupee (“INR”)

10. Issue Amount INR 32 Crores, to be issued in a single tranche.

11. Use of Proceeds Proceeds from the issuance of Debentures will be used

for:

1. INR 7 crores to be deposited into the Issuer Account

(in accordance with paragraph 21 below);

46

No. Heading Terms

2. infrastructure capital expenditure;

3. refinancing/repayment of the term loan of INR 18

crores from Cosmos Co-operative Bank Limited;

4. investment in subsidiaries of the Issuer; and

5. meeting the working capital requirements and

interest payments of the Issuer.

12. Issue Opening and

Closing Date, Pay In

Date and Deemed Date

of Allotment

On or before 17 May 2013.

13. Listing To be listed on the wholesale debt market segment of

BSE Limited within 15 days of the Pay In Date.

14. Security 1. Mortgage over plot measuring 29,136 Sq. Mtrs. at

MIDC Talegaon, Pune, Maharashtra, India and all

present and future buildings and constructions

thereupon (“Secured Immovable Property”) to be

created within 90 days from the Pay In Date in

favour of the Debenture Trustee.

2. Charge over Assets (Issuer Account and Fixed

Deposits) by way of hypothecation to be created on

or before the Pay In Date in favour of the Debenture

Trustee.

15. Rating BB- by Brickworks Ratings India Private Limited.

16. Redemption Date The earlier of:

2 years from the date of issue of the Debentures

(16 May 2015);

the date on which the Debentures are redeemed

on occurrence of an event of default; and

the date of redemption of the Debentures

pursuant to the exercise of the Issuer Call

Option.

17. Redemption Amount 100% of the outstanding nominal amount including any

outstanding interest, charges etc.

18. Coupon Rate 14.5% per annum (fixed).

19. Coupon Payment Date Coupon is payable in advance for each Coupon Period

within 5 business days of the start of each Coupon

Period. Each Coupon Period would be of 91 days. The

first Coupon Period will start from the Pay In Date and all

subsequent Coupon Periods shall start on the last day of

the preceding Coupon Period. Any coupon that has

47

No. Heading Terms

already been paid will not be refundable if a notice for

exercise of the Issuer Call Option under paragraph 24

below is sent by the Issuer.

The Coupon Payment Dates shall be as follows:

17th

May 2013,

16 August 2013

15 November 2013

14 February 2014

16 May 2014

15 August 2014

14 November 2014

13 February 2015

20. Default Interest 4% per annum simple interest on all past due amounts

(in addition to the Coupon Rate).

2% per annum simple interest over the Coupon Rate on

all outstanding nominal amounts on delay in creation of

Security.

21. Issuer Account INR 7 crores from the proceeds of the issue of the

Debentures will be deposited in an account (“Issuer

Account”) opened with IDBI Bank Limited by the Issuer

and the Debenture Trustee. The amounts deposited in

the Issuer Account can be invested in fixed deposits with

IDBI Bank Limited in the interim (“Fixed Deposits”).

The amounts deposited in the Fixed Deposits or Issuer

Account will be withdrawn for the purchase of the plot

measuring approximately 15,000 to 20,000 square

meters at MIDC Talegaon, Pune, Maharashtra, India

(“Additional Plot”), construction of the warehouse and

industrial shed upon the Secured Immovable Property or

the Additional Plot or for any other purposes.

22. Record Date 15 days prior to each Coupon Payment Date or

Redemption Date.

23. Day Count Convention Actual/Actual

24. Issuer Call Option The Issuer will have the right to redeem 40% (forty per

cent) of the Debentures at any time after the end of 12

months and one day from the date of allotment (“Call

Option Exercise Date”) by payment of the Redemption

Amount by providing a notice 30 days prior to the Call

Option Exercise Date to the Holders failing which the

Issuer Call Option shall lapse.

25. Representations and

Warranties

Representations and warranties by the Issuer for an

issuance of this type including:

- Validity

48

No. Heading Terms

- Taxes and stamp duty

- No default

- Compliance with applicable law

- No misleading information

26. Events of Default Events of default for an issuance of this type.

- Non-payment

- Insolvency, winding up of the Issuer

- Insolvency Proceedings against the Issuer

- Non Listing

- Breach, transfer or termination of material

contracts

- Material misrepresentation

- Such other events as are customary for an

issuance of this nature

27. Provisions related to

Cross Default

Not applicable.

28. Conditions Precedent Conditions precedent to closing include board and

shareholders approvals, in-principle listing approval,

legal opinion from legal advisors to the Issuer addressed

to the Debenture Trustee and rating.

29. Roles and

responsibilities of the

Debenture Trustee

The Debenture Trustee shall have the roles and

responsibilities provided in the Debenture Trust Deed

and other Transaction Documents, including the

following powers, that shall be exercised by the

Debenture Trustee subject to approval of the Holders in

accordance with the Debenture Trust Deed and other

Transaction Documents:

- Enforcement of Security

- Appointment of receiver.

- Release of Security.

- Execution of Debenture Documents and other

ancillary documents.

- All acts and things necessary for creation and

perfection of security.

- Hold monies on trust for benefit of the Holders.

- Apply proceeds in the manner provided in the

Debenture Trust Deed.

- Invest unclaimed amounts in permitted

investments.

- Appointment technical, management consultants

49

No. Heading Terms

and auditors.

30. Settlement mode of the

Debentures Any payments to be made to a Holder shall be made by

the Company in INR in same day using the services of

electronic clearing services (ECS), real time gross

settlement (RTGS), direct credit or national electronic

fund transfer (NEFT) into such bank account of the

Holder as may be notified to the Company by such

Holder or the Debenture Trustee (acting on behalf of the

Holder). If the due date is not a Business Day, then the

payment will be made on the next day if it is a Business

Day; and if the next day is not a Business Day, then on

immediately preceding day.

31. Transferability The Debentures are freely transferable by each Holder.

32. Taxes Payments to be made by the Issuer shall be net of

withholding taxes.

33. Confidentiality Neither this Term Sheet nor any of its terms and

substance shall be disclosed, directly or indirectly, by the

Parties to any other person except to the extent that any

disclosure may be required by applicable law.

34. Expenses The Issuer and Holders shall pay all professional fees

and out-of-pocket expenses (including those incurred in

the negotiations, preparation, printing, execution and

perfection of all related documentation) as respectively

incurred.

35. Governing Law of this

Term Sheet

The laws of India.

36. Jurisdiction Courts of Mumbai.

37. Transaction Documents Debenture Trust Deed, Indenture of Mortgage, Deed of

Hypothecation, Information Memorandum and any other

document related to the Debentures.

Executed by the Parties on the date set out above:

KSH DISTRIPARKS PRIVATE LIMITED SAMENA ACF (CYPRUS) LIMITED

By:

Name:

Title:

By:

Name: Ramiz Hasan

Title: Director

50

ANNEXURE II

RATING LETTER

51

ANNEXURE III

LETTER FROM THE DEBENTURE TRUSTEE

52

53

ANNEXURE IV

APPLICATION FORM

KSH DISTRIPARKS PRIVATE LIMITED

A private limited company incorporated under the Companies Act, 1956

Date of Incorporation: 17/05/2006; Registered Office: A-18, A-18/1, Talegaon Floriculture and

Industrial Park, MIDC Talegaon, Pune, Maharashtra 410507]; Telephone No.: 020 66083504;

Fax No: 020 66083523

Private and Confidential

(Not for circulation)

Serial No._______________

DEBENTURE SERIES APPLICATION FORM SERIAL NO.

APPLICATION FOR ISSUE OF LISTED, RATED, SECURED AND REDEMEEABLE NON

CONVERTIBLE DEBENTURE OF FACE VALUE OF INR 10,00,000 EACH,

AGGREGATING UPTO INR 32,00,00,000 (“Debentures”), FULLY PAID UP FOR CASH AT

PAR TO THE FACE VALUE

Dear Sirs,

Having read and understood the contents of the information memorandum dated [_____]

(“Information Memorandum”), I/We apply for allotment to me/us of the Debentures. The

amount payable on application as shown below is remitted herewith. On allotment, please

place my/our name(s) on the Register of Debenture Holders under the issue. I/We bind

myself/ourselves by the terms and conditions as contained in the Information Memorandum.

DEBENTURES APPLIED FOR:

(Minimum application of ____ Debentures, in increments of ____ Debenture)

Number of Debentures 320 In words Three Hundred and Twenty

Amount INR 32,00,00,000 in words Rupees Thirty two Crore.

DETAILS OF PAYMENT THROUGH CHEQUE/DEMAND DRAFT:

Cheque / Demand Draft

No. _____________ Drawn on_____________________________________________

Funds transferred to Company

Dated ____________

Total Amount Enclosed

(In Figures) _____________ (In words) ______________________________________

54

DETAILS OF PAYMENT THROUGH EFT/RTGS:

Remittance particulars

Mode of

remittance

Date of remittance Name of the remitting bank and branch

EFT

RTGS

APPLICANT’S NAME IN FULL (CAPITALS) SPECIMEN SIGNATURE

S A M E E N A A C F C Y P R U S

L I M I T E D

APPLICANT’S ADDRESS

ADDRESS J U L I A H O U S E

STREET 3 T H E M I S T O C L E S D E R V I S

S T R E E T C Y - 1 0 6 6 N I C O S I A

COUNTRY C Y P R U S

PIN PHONE FAX

APPLICANT’S PAN/GIR NO. _____________ IT CIRCLE/WARD/DISTRICT ____

WE ARE ( ) COMPANY ( ) OTHERS ( ) SPECIFY __________

WE CONFIRM RESIDENTIAL STATUS AS ( ) INDIAN ( ) FOREIGN ____________

(PLEASE SPECIFY JURISDICTION)

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 Debentures including

the Risk Factors described in the Information Memorandum dated and have considered these

in making our decision to apply. We bind ourselves to these Terms and Conditions and wish

to apply for allotment of these Debentures. We request you to please place our name(s) on

the Register of Debenture Holders.

Name of the Authorised

Signatory(ies)

Designation Signature

55

___________________________________________

Applicant’s Signature

We the undersigned, are agreeable to holding the Debentures of the Company in

dematerialised form. Details of my/our Beneficial Owner Account are given below:

Details for Issue of Debentures in Electronic/Dematerialised Form

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)

The amount payable on application as shown below is remitted. On allotment, please place

our name(s) on the Register of Debenture Holders. We bind ourselves to the terms and

conditions as contained in the Information Memorandum, the Debenture Trust Deed and

related documentation and we confirm that the Company is also bound by the same.

We understand that SEBI registered foreign institutional investors (“FIIs”)/sub-accounts of FIIs

can now invest in primary issues of non-convertible debentures/bonds only if listing of such

bonds/non-convertible debentures is committed to be done within 15 days of such investment.

In case the Debentures issued to us are not listed within 15 days of issuance for any reason,

then we shall immediately dispose off these Debentures either by way of sale to a third party

or to the Company.

We understand and confirm that the information provided in the Information Memorandum is

provided by the Company and the same has not been verified by any legal advisors to the

Company and/or any of its affiliates and other intermediaries and their agents and advisors

associated with this Issue. We confirm that we have for the purpose of investing in these

Debentures carried out our own due diligence and made our own decisions with respect to

investment in these Debentures and have not relied on any representations made by anyone

other than the Company, if any.

We understand that: i) in case of allotment of Debentures to us, our Beneficiary Account as

mentioned above would get credited to the extent of allotted Debentures, ii) the Applicant

must ensure that the sequence of names as mentioned in the Application Form matches the

sequence of name held with our Depository Participant, iii) if the names of the Applicant in

this application are not identical and also not in the same order as the Beneficiary Account

56

details with the above mentioned Depository Participant or if the Debentures cannot be

credited to our Beneficiary Account for any reason whatsoever, the Company shall be entitled

at its sole discretion to reject the application or issue the Debentures in physical form, without

assigning any reason whatsoever.

We understand that we are assuming on our own account, all risk of loss that may occur or be

suffered by us including as to the returns on and/or the sale value of the Debentures. We

undertake that upon sale or transfer to subsequent investor or transferee (“Transferee”), we

shall convey all the terms and conditions contained herein and in this Information

Memorandum to such Transferee.

___________________

Applicant’s Signature

FOR OFFICE USE ONLY

DATE OF RECEIPT ______________________ DATE OF CLEARANCE

_________________

(Note: Cheque and Drafts are subject to realisation)

-------------------------------------------------(TEAR HERE)--------------------------------------------

KSH DISTRIPARKS PRIVATE LIMITED - ACKNOWLEDGMENT SLIP

(To be filled in by Applicant) SERIAL NO.

Received from _______________________________________________

Address________________________________________________________________

______________________________________________________________________

Cheque/Draft/UTR # ______________ Drawn on _______________________________ for

INR _____________ on account of application of _____________________ Debenture

Remittance particulars

Mode of

remittance

Date of remittance Name of the remitting bank and branch

STEPS

RTGS

1. Application must be completed in full BLOCK LETTERS IN ENGLISH except in case of

signature.

2. Applications, which are not complete in every respect, are liable to be rejected.

3. Payments must be made by RTGS or cheque marked “A/c Payee only” or bank draft

drawn in favour of “KSH Distriparks Private Limited” and as per the following details:

[●]

4. Cheque or bank draft should be drawn on a scheduled bank payable at [●].

5. In cases of Provident Fund, Pension Fund, Gratuity Fund etc., exemption from TDS shall

be granted against Income Tax Recognition Certificate granted by Income Tax

Authorities. In case of mutual funds, exemption from TDS shall be granted only against

57

certificate under section 10(23D) of the Income Tax Act or self declaration made by the

Investors made in Form 15G (to be submitted in Duplicate).

The Original Application Form along with relevant documents should be forwarded to the

corporate office of the Company at 4th

Floor, Vikram Nanda Deep, Opp. Patrakar Nagar,

Annex. Senapati Bapat Marg, Shivaji Nagar, Pune- 411 005 to the attention of Ms.

Gayatri Kulkarni, company secretary, on the same day the application money is deposited

in the Bank. A copy of PAN Card must accompany the application.

6. In the event of debentures offered being over-subscribed, the same will be allotted in

such manner and proportion as may be decided by the Company.

7. The debentures shall be issued in demat form only and subscribers may carefully fill in

the details of Client ID/DP ID.

In the case of application made under Power of Attorney or by corporate entities,

following documents (attested by Company Secretary /Directors of such entity) must be

lodged along with the application or sent directly to the Company at its Registered Office

to the attention of Ms. Gayatri Kulkarni along with a copy of the Application Form:

a. Certificate of Incorporation and Memorandum and Articles of Association;

b. Resolution of the Board of Directors of the applicant and identification of those

who have authority to operate the account;

c. Power of attorney granted to its managers, officers or employees to transact

business on its behalf;

d. Any officially valid document to identify the beneficiaries and those holding

Power of Attorney;

e. Certificate of registration;

f. Telephone Bill; and

g. PAN (otherwise exemption certificate by IT authorities).

8. The attention of applicants is drawn to Sub-Section (i) of Section 68-A of the Companies

Act, 1956, which is reproduced below:

“Any person who

a. make in a fictitious name an application to a corporation for acquiring for any

shares therein; or

b. otherwise induces a corporation to allot or register any transfer of shares therein

to him or any other person in fictitious name,

shall be punishable with imprisonment for a term which may extend to five years.”

9. The applicant represents and confirms that it has understood the terms and conditions of

the debentures and is authorised and eligible to invest in the same and perform any

obligations related to such investment.

10. No interest on application money will be payable.

58

ANNEXURE V

LAST AUDITED FINANCIAL STATMENTS

59

60

61

62

63

64

65

66

67

68

69

70

71

72

73

74

75

76

ANNEXURE VI

IN-PRINCIPLE LISTING APPROVAL

77

ANNEXURE VII

REPAYMENT SCHEDULES

1) Repayment schedule of term loan of INR 22,72,00,000 from the Cosmos Co-operative

Bank Limited

TERM LOAN – 1

T.L. Outstanding

Balance

Interest Principal

Repayment

EMI Closing Bal

Principal

Apr-12

19,76,56,354.00 23,05,991.00 22,53,672.00 45,59,663.00 19,54,02,682.00

May-12 19,54,02,682.00 22,79,698.00 22,79,965.00 45,59,663.00 19,31,22,717.00

Jun-12 19,31,22,717.00 22,53,098.00 23,06,565.00 45,59,663.00 19,08,16,152.00

Jul-12 19,08,16,152.00 22,26,188.00 23,33,475.00 45,59,663.00 18,84,82,677.00

Aug-12 18,84,82,677.00 21,98,965.00 23,60,698.00 45,59,663.00 18,61,21,979.00

Sep-12 18,61,21,979.00 21,71,423.00 23,88,240.00 45,59,663.00 18,37,33,739.00

Oct-12 18,37,33,739.00 21,43,560.00 24,16,103.00 45,59,663.00 18,13,17,636.00

Nov-12 18,13,17,636.00 21,15,372.00 24,44,291.00 45,59,663.00 17,88,73,345.00

Dec-12 17,88,73,345.00 20,86,856.00 24,72,807.00 45,59,663.00 17,64,00,538.00

Jan-13 17,64,00,538.00 20,58,006.00 25,01,657.00 45,59,663.00 17,38,98,881.00

Feb-13 17,38,98,881.00 20,28,820.00 25,30,843.00 45,59,663.00 17,13,68,038.00

Mar-13 17,13,68,038.00 19,99,294.00 25,60,369.00 45,59,663.00 16,88,07,669.00

Apr-13 16,88,07,669.00 19,69,423.00 25,90,240.00 45,59,663.00 16,62,17,429.00

May-13 16,62,17,429.00 19,39,203.00 26,20,460.00 45,59,663.00 16,35,96,969.00

Jun-13 16,35,96,969.00 19,08,631.00 26,51,032.00 45,59,663.00 16,09,45,937.00

Jul-13 16,09,45,937.00 18,77,703.00 26,81,960.00 45,59,663.00 15,82,63,977.00

Aug-13 15,82,63,977.00 18,46,413.00 27,13,250.00 45,59,663.00 15,55,50,727.00

Sep-13 15,55,50,727.00 18,14,758.00 27,44,905.00 45,59,663.00 15,28,05,822.00

Oct-13 15,28,05,822.00 17,82,735.00 27,76,928.00 45,59,663.00 15,00,28,894.00

Nov-13 15,00,28,894.00 17,50,337.00 28,09,326.00 45,59,663.00 14,72,19,568.00

Dec-13 14,72,19,568.00 17,17,562.00 28,42,101.00 45,59,663.00 14,43,77,467.00

Jan-14 14,43,77,467.00 16,84,404.00 28,75,259.00 45,59,663.00 14,15,02,208.00

Feb-14 14,15,02,208.00 16,50,859.00 29,08,804.00 45,59,663.00 13,85,93,404.00

Mar-14 13,85,93,404.00 16,16,923.00 29,42,740.00 45,59,663.00 13,56,50,664.00

Apr-14 13,56,50,664.00 15,82,591.00 29,77,072.00 45,59,663.00 13,26,73,592.00

May-14 13,26,73,592.00 15,47,859.00 30,11,804.00 45,59,663.00 12,96,61,788.00

Jun-14 12,96,61,788.00 15,12,721.00 30,46,942.00 45,59,663.00 12,66,14,846.00

Jul-14 12,66,14,846.00 14,77,173.00 30,82,490.00 45,59,663.00 12,35,32,356.00

Aug-14 12,35,32,356.00 14,41,211.00 31,18,452.00 45,59,663.00 12,04,13,904.00

Sep-14 12,04,13,904.00 14,04,829.00 31,54,834.00 45,59,663.00 11,72,59,070.00

Oct-14 11,72,59,070.00 13,68,022.00 31,91,641.00 45,59,663.00 11,40,67,429.00

Nov-14 11,40,67,429.00 13,30,787.00 32,28,876.00 45,59,663.00 11,08,38,553.00

Dec-14 11,08,38,553.00 12,93,116.00 32,66,547.00 45,59,663.00 10,75,72,006.00

78

Jan-15 10,75,72,006.00 12,55,007.00 33,04,656.00 45,59,663.00 10,42,67,350.00

Feb-15 10,42,67,350.00 12,16,452.00 33,43,211.00 45,59,663.00 10,09,24,139.00

Mar-15 10,09,24,139.00 11,77,448.00 33,82,215.00 45,59,663.00 9,75,41,924.00

Apr-15 9,75,41,924.00 11,37,989.00 34,21,674.00 45,59,663.00 9,41,20,250.00

May-15 9,41,20,250.00 10,98,070.00 34,61,593.00 45,59,663.00 9,06,58,657.00

Jun-15 9,06,58,657.00 10,57,684.00 35,01,979.00 45,59,663.00 8,71,56,678.00

Jul-15 8,71,56,678.00 10,16,828.00 35,42,835.00 45,59,663.00 8,36,13,843.00

Aug-15 8,36,13,843.00 9,75,495.00 35,84,168.00 45,59,663.00 8,00,29,675.00

Sep-15 8,00,29,675.00 9,33,680.00 36,25,983.00 45,59,663.00 7,64,03,692.00

Oct-15 7,64,03,692.00 8,91,376.00 36,68,287.00 45,59,663.00 7,27,35,405.00

Nov-15 7,27,35,405.00 8,48,580.00 37,11,083.00 45,59,663.00 6,90,24,322.00

Dec-15 6,90,24,322.00 8,05,284.00 37,54,379.00 45,59,663.00 6,52,69,943.00

Jan-16 6,52,69,943.00 7,61,483.00 37,98,180.00 45,59,663.00 6,14,71,763.00

Feb-16 6,14,71,763.00 7,17,171.00 38,42,492.00 45,59,663.00 5,76,29,271.00

Mar-16 5,76,29,271.00 6,72,341.00 38,87,322.00 45,59,663.00 5,37,41,949.00

Apr-16 5,37,41,949.00 6,26,989.00 39,32,674.00 45,59,663.00 4,98,09,275.00

May-16 4,98,09,275.00 5,81,108.00 39,78,555.00 45,59,663.00 4,58,30,720.00

Jun-16 4,58,30,720.00 5,34,692.00 40,24,971.00 45,59,663.00 4,18,05,749.00

Jul-16 4,18,05,749.00 4,87,734.00 40,71,929.00 45,59,663.00 3,77,33,820.00

Aug-16 3,77,33,820.00 4,40,228.00 41,19,435.00 45,59,663.00 3,36,14,385.00

Sep-16 3,36,14,385.00 3,92,168.00 41,67,495.00 45,59,663.00 2,94,46,890.00

Oct-16 2,94,46,890.00 3,43,547.00 42,16,116.00 45,59,663.00 2,52,30,774.00

Nov-16 2,52,30,774.00 2,94,359.00 42,65,304.00 45,59,663.00 2,09,65,470.00

Dec-16 2,09,65,470.00 2,44,597.00 43,15,066.00 45,59,663.00 1,66,50,404.00

Jan-17 1,66,50,404.00 1,94,255.00 43,65,408.00 45,59,663.00 1,22,84,996.00

Feb-17 1,22,84,996.00 1,43,325.00 44,16,338.00 45,59,663.00 78,68,658.00

Mar-17 78,68,658.00 91,801.00 44,67,862.00 45,59,663.00 34,00,796.00

Apr-17 34,00,796.00 39,676.00 34,00,796.00 34,40,472.00 0.00

79

2) Repayment schedule of term loan of INR 3,60,00,000 from the Cosmos Co-operative

Bank Limited

TERM LOAN – 2

T.L. Outstanding

Balance

Interest Principal

Repayment

EMI Closing Bal

Principal

1,79,24,000.00 2,09,113.00 5,46,632.00 7,55,745.00 1,73,77,368.00

1,73,77,368.00 2,02,736.00 5,53,009.00 7,55,745.00 1,68,24,359.00

1,68,24,359.00 1,96,284.00 5,59,461.00 7,55,745.00 1,62,64,898.00

1,62,64,898.00 1,89,757.00 5,65,988.00 7,55,745.00 1,56,98,910.00

1,56,98,910.00 1,83,154.00 5,72,591.00 7,55,745.00 1,51,26,319.00

1,51,26,319.00 1,76,474.00 5,79,271.00 7,55,745.00 1,45,47,048.00

1,45,47,048.00 1,69,716.00 5,86,029.00 7,55,745.00 1,39,61,019.00

1,39,61,019.00 1,62,879.00 5,92,866.00 7,55,745.00 1,33,68,153.00

1,33,68,153.00 1,55,962.00 5,99,783.00 7,55,745.00 1,27,68,370.00

1,27,68,370.00 1,48,964.00 6,06,781.00 7,55,745.00 1,21,61,589.00

1,21,61,589.00 1,41,885.00 6,13,860.00 7,55,745.00 1,15,47,729.00

1,15,47,729.00 1,34,724.00 6,21,021.00 7,55,745.00 1,09,26,708.00

1,09,26,708.00 1,27,478.00 6,28,267.00 7,55,745.00 1,02,98,441.00

1,02,98,441.00 1,20,148.00 6,35,597.00 7,55,745.00 96,62,844.00

96,62,844.00 1,12,733.00 6,43,012.00 7,55,745.00 90,19,832.00

90,19,832.00 1,05,231.00 6,50,514.00 7,55,745.00 83,69,318.00

83,69,318.00 97,642.00 6,58,103.00 7,55,745.00 77,11,215.00

77,11,215.00 89,964.00 6,65,781.00 7,55,745.00 70,45,434.00

70,45,434.00 82,197.00 6,73,548.00 7,55,745.00 63,71,886.00

63,71,886.00 74,339.00 6,81,406.00 7,55,745.00 56,90,480.00

56,90,480.00 66,389.00 6,89,356.00 7,55,745.00 50,01,124.00

50,01,124.00 58,346.00 6,97,399.00 7,55,745.00 43,03,725.00

43,03,725.00 50,210.00 7,05,535.00 7,55,745.00 35,98,190.00

35,98,190.00 41,979.00 7,13,766.00 7,55,745.00 28,84,424.00

28,84,424.00 33,652.00 7,22,093.00 7,55,745.00 21,62,331.00

21,62,331.00 25,227.00 7,30,518.00 7,55,745.00 14,31,813.00

14,31,813.00 16,704.00 7,39,041.00 7,55,745.00 6,92,772.00

6,92,772.00 8,082.00 6,92,772.00 7,55,745.00 0.00

80

3) Repayment schedule of vehicle loan of INR 5,39,000 from ICICI Bank Limited

VEHCILE LOAN - BALERO

Outstanding

Balance

Interest Principal

Repayment

EMI Closing Bal

Principal

Jun-12 5,39,000.00 4,037.00 17,311.00 21,348.00 5,21,689.00

Jul-12 5,21,689.00 5,328.00 16,020.00 21,348.00 5,05,669.00

Aug-12 5,05,669.00 5,165.00 16,183.00 21,348.00 4,89,486.00

Sep-12 4,89,486.00 4,999.00 16,349.00 21,348.00 4,73,137.00

Oct-12 4,73,137.00 4,832.00 16,516.00 21,348.00 4,56,621.00

Nov-12 4,56,621.00 4,664.00 16,684.00 21,348.00 4,39,937.00

Dec-12 4,39,937.00 4,493.00 16,855.00 21,348.00 4,23,082.00

Jan-13 4,23,082.00 4,321.00 17,027.00 21,348.00 4,06,055.00

Feb-13 4,06,055.00 4,147.00 17,201.00 21,348.00 3,88,854.00

Mar-13 3,88,854.00 3,971.00 17,377.00 21,348.00 3,71,477.00

Apr-13 3,71,477.00 3,794.00 17,554.00 21,348.00 3,53,923.00

May-13 3,53,923.00 3,615.00 17,733.00 21,348.00 3,36,190.00

Jun-13 3,36,190.00 3,434.00 15,245.00 21,348.00 3,20,945.00

Jul-13 3,20,945.00 3,278.00 15,401.00 21,348.00 3,05,544.00

Aug-13 3,05,544.00 3,121.00 15,558.00 18,679.00 2,89,986.00

Sep-13 2,89,986.00 2,962.00 15,717.00 18,679.00 2,74,269.00

Oct-13 2,74,269.00 2,801.00 15,878.00 18,679.00 2,58,391.00

Nov-13 2,58,391.00 2,639.00 16,040.00 18,679.00 2,42,351.00

Dec-13 2,42,351.00 2,475.00 16,204.00 18,679.00 2,26,147.00

Jan-14 2,26,147.00 2,310.00 16,369.00 18,679.00 2,09,778.00

Feb-14 2,09,778.00 2,143.00 16,536.00 18,679.00 1,93,242.00

Mar-14 1,93,242.00 1,974.00 16,705.00 18,679.00 1,76,537.00

Apr-14 1,76,537.00 1,803.00 16,876.00 18,679.00 1,59,661.00

May-14 1,59,661.00 1,631.00 17,048.00 18,679.00 1,42,613.00

Jun-14 1,42,613.00 1,457.00 7,616.00 18,679.00 1,34,997.00

Jul-14 1,34,997.00 1,379.00 7,694.00 18,679.00 1,27,303.00

Aug-14 1,27,303.00 1,300.00 7,773.00 9,073.00 1,19,530.00

Sep-14 1,19,530.00 1,221.00 7,852.00 9,073.00 1,11,678.00

Oct-14 1,11,678.00 1,141.00 7,932.00 9,073.00 1,03,746.00

Nov-14 1,03,746.00 1,060.00 8,013.00 9,073.00 95,733.00

Dec-14 95,733.00 978.00 8,095.00 9,073.00 87,638.00

Jan-15 87,638.00 895.00 8,178.00 9,073.00 79,460.00

Feb-15 79,460.00 812.00 8,261.00 9,073.00 71,199.00

Mar-15 71,199.00 727.00 8,346.00 9,073.00 62,853.00

Apr-15 62,853.00 642.00 8,431.00 9,073.00 54,422.00

May-15 54,422.00 556.00 8,517.00 9,073.00 45,905.00

Jun-15 45,905.00 469.00 3,801.00 4,270.00 42,104.00

Jul-15 42,104.00 430.00 3,840.00 4,270.00 38,264.00

Aug-15 38,264.00 391.00 3,879.00 4,270.00 34,385.00

81

Sep-15 34,385.00 351.00 3,919.00 4,270.00 30,466.00

Oct-15 30,466.00 311.00 3,959.00 4,270.00 26,507.00

Nov-15 26,507.00 271.00 3,999.00 4,270.00 22,508.00

Dec-15 22,508.00 230.00 4,040.00 4,270.00 18,468.00

Jan-16 18,468.00 189.00 4,081.00 4,270.00 14,387.00

Feb-16 14,387.00 147.00 4,123.00 4,270.00 10,264.00

Mar-16 10,264.00 105.00 4,165.00 4,270.00 6,099.00

Apr-16 6,099.00 62.00 4,208.00 4,270.00 1,891.00

May-16 1,891.00 19.00 4,251.00 4,270.00 -2,360.00

99,080.00 5,41,360.00

82

4) Repayment schedule of vehicle loan of INR 7,00,000 from ICICI Bank Limited

VEHCILE LOAN - TEMPO TRAVELLER

Outstanding

Balance

Interest Principal

Repayment

EMI Closing Bal

Principal

Apr-12 7,00,000.00 4,252.00 23,195.00 27,447.00 6,76,805.00

May-12 6,76,805.00 6,492.00 20,955.00 27,447.00 6,55,850.00

Jun-12 6,55,850.00 6,291.00 21,156.00 27,447.00 6,34,694.00

Jul-12 6,34,694.00 6,088.00 21,359.00 27,447.00 6,13,335.00

Aug-12 6,13,335.00 5,883.00 21,564.00 27,447.00 5,91,771.00

Sep-12 5,91,771.00 5,676.00 21,771.00 27,447.00 5,70,000.00

Oct-12 5,70,000.00 5,467.00 21,980.00 27,447.00 5,48,020.00

Nov-12 5,48,020.00 5,256.00 22,191.00 27,447.00 5,25,829.00

Dec-12 5,25,829.00 5,044.00 22,403.00 27,447.00 5,03,426.00

Jan-13 5,03,426.00 4,829.00 22,618.00 27,447.00 4,80,808.00

Feb-13 4,80,808.00 4,612.00 22,835.00 27,447.00 4,57,973.00

Mar-13 4,57,973.00 4,393.00 23,054.00 27,447.00 4,34,919.00

Apr-13 4,34,919.00 4,172.00 19,845.00 24,017.00 4,15,074.00

May-13 4,15,074.00 3,981.00 20,036.00 24,017.00 3,95,038.00

Jun-13 3,95,038.00 3,789.00 20,228.00 24,017.00 3,74,810.00

Jul-13 3,74,810.00 3,595.00 20,422.00 24,017.00 3,54,388.00

Aug-13 3,54,388.00 3,399.00 20,618.00 24,017.00 3,33,770.00

Sep-13 3,33,770.00 3,201.00 20,816.00 24,017.00 3,12,954.00

Oct-13 3,12,954.00 3,002.00 21,015.00 24,017.00 2,91,939.00

Nov-13 2,91,939.00 2,800.00 21,217.00 24,017.00 2,70,722.00

Dec-13 2,70,722.00 2,597.00 21,420.00 24,017.00 2,49,302.00

Jan-14 2,49,302.00 2,391.00 21,626.00 24,017.00 2,27,676.00

Feb-14 2,27,676.00 2,184.00 21,833.00 24,017.00 2,05,843.00

Mar-14 2,05,843.00 1,974.00 22,043.00 24,017.00 1,83,800.00

Apr-14 1,83,800.00 1,763.00 9,902.00 11,665.00 1,73,898.00

May-14 1,73,898.00 1,668.00 9,997.00 11,665.00 1,63,901.00

Jun-14 1,63,901.00 1,572.00 10,093.00 11,665.00 1,53,808.00

Jul-14 1,53,808.00 1,475.00 10,190.00 11,665.00 1,43,618.00

Aug-14 1,43,618.00 1,378.00 10,287.00 11,665.00 1,33,331.00

Sep-14 1,33,331.00 1,279.00 10,386.00 11,665.00 1,22,945.00

Oct-14 1,22,945.00 1,179.00 10,486.00 11,665.00 1,12,459.00

Nov-14 1,12,459.00 1,079.00 10,586.00 11,665.00 1,01,873.00

Dec-14 1,01,873.00 977.00 10,688.00 11,665.00 91,185.00

Jan-15 91,185.00 875.00 10,790.00 11,665.00 80,395.00

Feb-15 80,395.00 771.00 10,894.00 11,665.00 69,501.00

Mar-15 69,501.00 667.00 10,998.00 11,665.00 58,503.00

Apr-15 58,503.00 561.00 4,928.00 5,489.00 53,575.00

May-15 53,575.00 514.00 4,975.00 5,489.00 48,600.00

Jun-15 48,600.00 466.00 5,023.00 5,489.00 43,577.00

Jul-15 43,577.00 418.00 5,071.00 5,489.00 38,506.00

Aug-15 38,506.00 369.00 5,120.00 5,489.00 33,386.00

83

Sep-15 33,386.00 320.00 5,169.00 5,489.00 28,217.00

Oct-15 28,217.00 271.00 5,218.00 5,489.00 22,999.00

Nov-15 22,999.00 221.00 5,268.00 5,489.00 17,731.00

Dec-15 17,731.00 170.00 5,319.00 5,489.00 12,412.00

Jan-16 12,412.00 119.00 5,370.00 5,489.00 7,042.00

Feb-16 7,042.00 68.00 5,421.00 5,489.00 1,621.00

Mar-16 1,621.00 16.00 5,473.00 5,489.00 -3,852.00

1,19,564.00 7,03,852.00