October fQ.UKfH ADDENDUM lOTHE SH(;LE DISCLOSURE … IM.pdf · Rajesh Housing Private Limited P-rlvato-&---Conf!dentla!- ShelfDIsciosure156Cliinellf . I~or. Prlvnlo Olrculatlon Only

.1, gCll11!:ih.. I-I()LJl>lngJ'rlvl1tQ..L.lmJJQ(1 ....Prlvabt&ConfldonllaL ShelfDisclosure Document For Private clrculauon Only

Octobor 23,2015

Date: October 23, 2015 Serial No.: _

Addressed to: _

fQ.UKfH ADDENDUM lOTHE SH(;LE DISCLOSURE DOCUMENT

RAJESH HOUSING PRIVATE LIMITED

(A private limited company Incorporated under the Companies Act, 2013 and limited by shares)

Reg. Office: 139, Seksarla Chambers, 2nd Floor, N. M. Road, Fort, Mumbal, Maharashtra

Corporate Identification Number: U70102MI-I2015PTC261258

Date of Incorporation: January 22, 2015

Contact Person: Shrl, AmltJ Sheth

Telephone No.: 022 - 67359900

Email: [email protected]

Website: www.rajeshlifespaces.com

This Fourth Addendum to the Shelf Disclosure Document is prepared and issued in accordance with

Schedule I under Regulation 19(3), Regulation 21 and Regulation 21A of and other applicable

provisions of the SEBI (Issue and Listing of Debt Securities) Regulations, 2008, issued vide Circular

No. LAD-NRO/GN/2008/13/127878 dated June 06, 2008, as amended by SEBI (Issue and Listing of

Debt Securities) (Amendment) Regulations, 2012 issued vide Circular No. LAD-NRO/GN/2012

13/19/5392 dated October 12, 2012 and CIR/IMD/DF/18/2013 dated October 29, 2013, SEBI

(Issue and Listing of Debt Securities) (Amendment) Regulations, 2014 issued vide Circular No. LAD

NRO/GN/2013-14/43/207 dated January 31, 2014, SEBI (Issue and Listing of Debt Securities)

(Amendment) Regulations, 2015 issued vide Circular No. LAD-NRO/GN/2014-15/25/539 dated

March 24, 2015.

This Fourth Addendum to the Shelf Disclosure Document dated July 30, 2015 is issued for issue of

Fifth Tranche Debentures. Except as stated in this Fourth Addendum dated October 23, 2015, all the

terms and conditions as stated in the Shelf Disclosure Document dated July 30, 2015 shall apply to

the Fifth Tranche Debentures. This Fourth Addendum dated October 23, 2015 shall form part of and

sha/lalways be read with the ShelfDisclosure Document dated July 30, 2015.

Issue Opens on : October 24, 2015

Issue Closes on: October 26, 2015

Fifth Tranche Deemed Date of Allotment: October 26 2015

The Issuer reserves the right to change the Issue Schedule including the Fifth Tranche Deemed Date of Allotment

at its sole discretion, without giving any reasons or prior notice. The Issueshall be open for subscription during the

banking hourson each day during the period covered by the Issue Schedule.

Rajesh Housing PrlvatoL1mltod Prlvoto & Conlldontlul Shelf.DlsclofJum.[)ocuIl10!)! FOI'PrivllhrClrcuiuiiunOniy .

Ootohor 23, 201 G

THIS FOURTH ADDENDUM TO THE SHELf DISCLOSURE DOCUMENTIS DATED OCTOBER 23, 2015.

DEFINITIONS & ABBREVIATIONS

Application Form Means the form used by the recipient of this Fourth Addendum to the Shelf

Disclosure Document, 1:0 apply for subscription to the 1~lfth Tranche

Debentures, which Is annexed to this Fourth Addendum to the Shelf

I ~"••~_._•.~.__.__ """"""'" ...••QiscIQ_sLlr~LQQ~~lJl1~J!:.~I}(Lm~rl<~(LCl..s A':I!,.exl!~·~l:~.~_ ~_ _ .._.~,,_ . Fifth Tranche Debentures Means 50 (Fifty) Debentures to be allotted to the Debenture Holders on

I-------.~_.~._.__.,, .~ ..liftll TI2IJfll_e..12£9mlEfL81IQt:mQ[11.g9.t<iJ~~ _. .,, _ _.w __ ___.. ~~ ..~ ..

Fifth Tranche Deemed Date of MeansOctober 26, 2015

Allotment __~~·"_~"".,.,'"'_·o·_> M~~_·~~,=~·"_,,..__

Fifth Tranche Debenture Means an aggregate amount of Rs.5,00,00,000/" (Rupees f=lve Crore only)

SubscriptionAmount to be Invested by the Debenture Holders towards subscription of Fifth

1 .__ ..... •• .Iranclle .Qeben..t:LlElE.§:.._____ ... ..•..__.....__._..__...". ...__....__~... ..

Issuer Information: Except the Issuer information as stated hereln below the rest of the Issuer Information as

stated in the Shelf Disclosure Document dated July 30, 2015 shall remain as it is and apply to the Fifth Tranche

Debentures.

A. Brief Profile of the directors of the Issuerr

i. Shri Pratik H. Patel: Director Age: 33 Years, Qualification: Graduate in Management from USA,

DIN No. 01612266, having experience of 5 years in real estate industries.

ll, Shri Priyal K. Patel: Director Age: 36 Years, Qualification: Graduate in Finance from USA, DIN

No. 00695485, having experience of 9 years in real estate industries.

iii. Shri Chetan S. Shah : Director Age : 38 Years, Qualification: Chartered Accountant, DIN No.

03255921, having overall experience of 15 years of which the last twelve years have been in real

estate financing and lending.

iv. Shri Deepak I. Rathi : Director Age : 41 Years, Qualification: Civil Engineer and Masters in

Construction Management from NICMAR, Pune, DIN No. 02096135, having experience of 19

years in the asset management, project management and real estate valuations.

B. Gross Debt I Equity Ratio of the Issuer:

Before the issue of debt securities 14618.18:1

After the issue of debt securities 15072.72:1

2

Rajesh Housing Private Limited P-rlvato-&---Conf!dentla!-ShelfDIsciosure156Cliinellf . I~or Prlvnlo Olrculatlon Only

october 23, 2015

C. A brief history of the Issuer since Its Incorporation giving details of its following activities:

I. Details of Share Capital as on last quarter end: as on 30 th September, 2015

Authorised Share Capital __ __ .. __ __ __ ~~mo!t'!Ulliltl ~_.

Equity Share Capital . __~ ._... ~ _ _~_._.__ll.?~/QQQ ......•...•., .

Preference ShareCapital _ .•.,_._ Nil

Total __ . ,__.._ _~ ..J,.~~,QQ<,L,._ __ _., .__. Issued, Subscribed and Paid-up Share C~J?J~~L_ ,.. ..__.. .._. 1

Equity Share Capital 1 1fl flflfl

Preference ShareCapital Nil

Total _.~.---------------

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

Date of Change

HlGM/EGM)

04/08/2015

Rs.

RS.25/000/

-~_.~_.~.,_. _._",w_~

Particulars

During the last quarter the Authorised Share Capital of the issue has been increased and reclassified from Rs. 1/00,000/- to Rs. 1/25/000/comprising of 10,000 (Ten Thousand) Class A Equity Shares and 2,500 (Two Thousand Five Hundred) Class B Equity Shares of Rs.l0/(Rupees Ten Only) each

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

Face Value

(Rs)

Issue Price

(Rs)

Consideration (Cash, other than cash, etc)

Nature of Allotment

Cumulative .

Remarks

No. of equity

shares

Equity Share Capital

(Rs)

Equity Share Premium (in Rs)

05/02/2015 10000Class A Equity Shares

10/each.

10/each.

Rs.l,OO,OOO/(Cash)

To Subscribers of Memorandum

10000 Class A

Equity Shares

Rs.

1/00/000/

Nil 10000 Equity Shares

and Article of Allotted on Association. 05/02/2015

has been reclassified as class A Equity Shares w. e. f.

I 07/08/2015 25/08/2015 1000 Class B

Equity Shares

10/each.

10/each.

Rs.l0,000/(Cash)

Right Issue 11000

(comprising of

Rs.

1/10/000/

Nil

10000 Class A

Equity Shares

+ 1000 Class B

Eauity Shares)

3

Ra19sh I:louslnfl Prlvnlol..llultod ... Rr!vnlo&Conf!(]onlln!SllelTOlsclosllre-Oocllrnenl ':01' Prlvnlo Clrculallon Only

october 23, 2016

IV. Details of any Acquisition 01' Amalgamation In the last 1 yem': NIL

V. Details of any Reorganization or Reconstruction In the last 1 yean NIL

D. Details of the shareholding of the Issuer as on the latest quarter end: as on 30th September, 2015

I. Shareholding pattern of the Issuer as on last quarter end: as on 30th September, 2015

1.

2,

Promoter and Promoter Group

Public

8000Class A Equity

Shares

3000 (comprising of

2000 Class A Equity

Shares + 1000 Class B

_~q&ty Shares)

Nil

Nil

72.73 ._-----------_._---

27.27

Total 11000 100

30t h II. List of top 10 holders of equity shares of the Issuer as on the latest quarter end: as on

September, 2015

otal Shareholding as

Va of total no of

shares

1. Shri Pratik H. Patel 4000 Class A Equity Nil 36.365

Shares

4000 Class A Equity Nil 36,365

2. Shri Pri al K. Patel Shares

1500 (1000 Class A Nil

3. MIs. ASK Real Estate Special Shares + 500 13.635

0 ortunities Fund Class B Shares

1500 (1000 Class A Nil

4. MIs. ASK Real Estate Special Shares + 500 13.635

0 ortunities Fund II Class B Shares

Total 10000 Nil 100

None of the shares of the Issuer are pledged or encumbered by the promoters.

4

Ralesh.HQLI!}lngPrlllJ:\tl;lL.I,nJtQd ... -- ---- P-r!vato--&-Conf!dontlal--S·helf Dlsclosure-Document For Private Clrculollon Only

Octobor 23, 2016

E. Following details "eunt'ding the directors of the Issuer;

I. Details of the current directors of the Issuer*

Shri Pratik H. Patel 33 Years Since1202, I<allndl, 1..

Designation: Director Neelkanth Valley, Incorporation I.e.

DIN: 01612266 Rajawadl Road No. 22nd Januarv, 2.

7, Ghatkopar 2015

(East), Mumbal 3.

400077

4.

Limited

5.

Limited

6.

Limited

7.

8.

Limited

9.

11. Rajesh Habitat Private

Limited

Limited

Limited

Shri Priyal K. Patel 1302, Kukreja Since 1.

Designation: Director

36 Years

Incorporation

DIN: 00695485

Palace, 'E' Wing,

i.e. 22nd Vallabh Baug, Lane 2.

Extension, January, 2015

Ghatkopar (East), 3.

Mumbai - 400077,

Maharashtra, India 4.

Limited

5.

Limited

6.

Rajguru Developers

Private Limited

ArthantTechno - Economic

Park Private limited

Rajesh Real Estate

Developers Private Limited

Rajesh Cltyspaces Private

Rajesh Infraspaces Private

Rajesh Realspaces Private

Rimmon Finance And

Investment Pvt. Ltd.

Caprlcon Infin Private

Western India Paper And

Board Mills Pvt. Ltd.

10. Capricon Capital Services

Private Limited

12. Rajesh Townships Private

13. Krisha Enterprises Private

Rajesh Business & Leisure

Hotels Private Limited

Rajesh Real Estate


Rajguru Developers

Private Limited

Rajesh Cityspaces Private

Rajesh Lifespaces Private

Rajesh Infraspaces Private

5

... ------- Pr!vota--&--Gonfldontlal\.. Ral().sJlJ:I()I.I!lJn{JJ)l'lvllt!tJ~lmltl)JL..... . \'10If D/80108UI'0 Documenl For!'rlvolo Clrculnt/on Only

'__ ~,_~~.~".c.,,, ..,-,-~~-----_."

Shri Chetan S. Shah

Designation: Additional Director

DIN: 03255921

3SYears Room No. B/S01, 8lh

Floor Sal Baba Enclave, NearCiti Centre, S,V.Road, Goregaon (West), Mumbai - 400062.

Since Slh

October, 2015

october 23, 2016

Limited

7. Rajesh Realspaces Private

Limited

8. Rlmmon Finance And

Investment Pvt. Ltd.

9. Caprlcon Infln Private

Limited

10. Western India Paper And

Board Mills Pvt. Ltd.

11. ArlhantTechno- Economic

Park Private Limited

12. Capricon Capital Services

Private limited

13. Rajesh Habitat Private

limited

14. Rajesh Townships Private

Limited

15. I<risha Enterprises Private

Limited

1. ArnltEnterprises

Promoters & Builders

Private Limited

2. Ambojlni Property


3. Godrej Landmark

Redevelopers Private

Limited

4. Shrivision Builders Private

Limited

5. Shrivision Homes Private

Limited

6. Snowflower Properties

Private Limited

7. MantriGardenview Homes

Private Limited

8. Mantri Hamlet Private

Limited

9. ATS Realworth Private

Limited

10. Nobility Estates Private

Limited

1l. Purva Good Earth

Properties Private Limited

6

II

Rajesh Houslnq Prlvato LhnltodS·helf·DlsclosliroDocli'liollr··············

Shrl De'(;IJal<T Rathl


DIN: 02096:1.35

······4:1. YearS:I:YI;e:G~·[3Iag·:No.:sTllc()8m·

03, Block No.: 20:1., Sector No.: 07, sanpade, Newl

Mumbal ""' 400705

October, 20:1.5

..... [>rlvatoB!.Conf!dont!ul-ForPrlvl1to Circulation Only

October 23, 2016

1. Amlt I:nterprlses

Promoters & Builders

Private Limited

2. Ambojlnl Property


3. Godrej Landmark

Redevelopers Private

Limited

4. Shrlvlslon Builders Private

Limited

5. Shrlvlslon Homes Private

Limited

6. Snowflower Properties

Private limited

7. Mantri Gardenview Homes

Private Limited

S. Mantrl Hamlet Private

Limited

9. ATS Realworth Private

Limited

10. Nobility Estates Private

Limited

*Issuer to disclose name of the current directors who are appearing in the RBI defaulter list and/or ECGC default

list, if any.- None of the above mentioned Directors of the Companyare appearing in the RBI defaulter

list and/or ECGC default list.

*Details of change in directors since last three years: Change since Incorporation

Shri Chetan S. Shah


DIN: 03255921

Appointed on OSth October, 2015

Shrl Deepak I Rathi


DIN: 02096135

Appointed on OSth October, 2015

*Not Applicable for since last three year as the company is newly incorporated in January, 2015.

F. Details of borrowings of the Issuer, as on the latest quarter end: as on 30th September, 2015

I. Details of Secured Loan Facilities: as on 30th September, 2015

No Secured Loan facility availed as on 30thSeptember, 2015.

7

______

-------

---------

·... !Ji;lj!l!;J1H<>u!;lngPtlvnt.oL.hnUed - ----- ----Pt'!vat9--&--Conf!dentlr.I---Shelf Disclosure Document I~or Private Circulation Only

October 23, 2016

II. Details of Unsecured loan Facilities: as on 30 th september, 2015

III. Details of non-convertible debentures: as on 30 th September, 2015

. ,,····~··,.,'_ijM~'m=h_ ,".~

Credit

RatIng

-_._.__.._-_.

CRISIL B+(SO)/ Stable



IV. list of Top 10 Debenture Holders (as on 30 th September, 2015)

_.. ,~_,,,,,,,,,, __.·,_"d,,_·_,~"

'_m "-~,~---_.~._,,

"------"-"".-.,,.~ '~_>m'~#_.~_~

Debenture Tenor/ Amount _

Date of RedemptloCouponPeriod n Date/ Series Allotmentof Schedule Maturlty__ -----_._-~----_.-

First 42 Rs.32 03/08/2015 02/02/2019ZeroTranche Months Crores

CouponDebentures

--. Second Rs.3.10 15/09/2015 02/02/2019ZeroTranche Crores

CouponDebentures

-Third Rs. 25 21/09/2015 02/02/2019ZeroTranche Crores

CouponDebentures

... - ______·~M_...•~----_._--~--_

Secured / unsecured

..---Secured

Secured

Secured

Security

---_.,,~~-,,~.,

Asper Shelf Disclosure Document Dated 30lh

JUI'LL~..._ As per Shelf Disclosure Document Dated 30th

Jul'LL?Q15____ As per Shelf Disclosure Document Dated 30th

July 2015

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

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

issued.

Sr. No Particulars As on 30th September,

2015

NA NA NA

VI. Details of Commercial Paper:- The total Face Value of Commercial Papers Outstanding as on the

latest quarter end to be provided and its breakup in following table: as 30 th September, 2015:

Nil

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

Debentures I Preference Shares) as on September, 2015:- Nil

8

........... RclJQ§tlHQUlllngPri..,atQI..Jmltqct ..erlvato&.GonfldontloL Shelf Disclosure Document For Private Circulation Only

Octobor 23,2016

VIII. Details of all default/s and/or delay in payments of interest and prlnclpal of any kind of term

loans, debt securities and other financial Indebtedness including COI'I)Ol'ate gual'antee issued by

the Issuer, in the past 5 years:- Nil

IX. 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; as on Quarter Ended 30th September, 2015:- Nil

G. Details of Promoters of the Jssuer:

I. Details of Promoter Holding in the Issuer as on the latest quarter end: as on Quarter Ended 30 th

September, 2015

N.A.4000 Class A Equity 36.365% NilNil

1. Shri Pratik H. Patel Shares

2. N.A.4000 Class A Equity 36.365% NilNil

Shri Pri al K. Patel Shares

Terms and conditions of the Fifth Tranche Debentures:

Issuer

Rajesh Housing Private Limited, private limited company incorporated

under the Companies Act, 2013 and having its registered office at 139,

Seksaria Chambers, 2nd Floor, I\J. M. Road, Fort, Mumbai, IViaharashtra.

Listing(including name of

stock exchange(s) where it

will be listed and timeline for

listing)

To be listed on WDMS of BSE within 20 (twenty) Business days of

allotment of Fifth Tranche Debentures.

Issue Timing

1. Issue Opening Date of

Fifth Tranche Debentures

2. Issue Closing Date of Fifth

Tranche Debentures

3. Pay-in Date

1. October 24, 2015

2. October 26, 2015

3. October 24, 2015 to October 26, 2015

9

Ri:ljesh..H.QJ!!?lngf>rll/ntQl.lJnJtQJL ............. ...Pr!vQto&Conf!dont!a!. Shelf Disclosuro Document 1"01' Prlvato Clroulallon Only

October 23, 2016

4. Fifth Tranche Deemed 4, October 26, 20:l.S

Date of Allotment

.....

Other terms Except the terms as stated herein whlch specifically apply to the Fifth

Tranche Debentures, tile other terms as stated In the Shelf Disclosure

Document dated July 30, 20:1.5 shall applyto tile Fifth Tranche Debentures,

For?~;i

Shri Pratik H. Patel Director

Date: October 23, 2015

10

----

Rajesh Housing Private LImited ----Shelf--SlsclosurE,--Bo-clilllBnr--

Private & Confidential . . ..... . Fo,;I:1rl'iaTo(J-lrcllkll1011611Iy

October 23, 2016

ANNEXURE 1

APPLICATION FORM

Application form Serial No: Date: To,

The Compliance Officer,

Rajesh Housing Private Limited 139, Seksaria Chambers, Nagindas Master Road, Fort, Mumbal 400023

Dear Sirs,

We have read and understood the Terms and Conditions of the Issue of Debentures Including the Risk Factors

described in the Disclosure Documents and have considered these in making our decision to apply for allotment of

the Fifth Tranche Debentures to us. The amount payable on application as shown below is remitted herewith. On

allotment, please place our name(s) on the Register of Debenture holder(s). We bind ourselves to the terms and

conditions as contained in this Disclosure Document.

(Please read carefully the instructions on the next page before filling this form)

Details

Series Fifth Tranche Debentures

No. of debentures applied

(in figures)


(in words)

Amount (Rs, in floures)

Amount (Rs, in words)

Cheque/Demand

Draft/RTGS Details

Date

Drawn on Bank

Applicant's Name &. Address in full (please use capital letters)

I Pin Code:

Telephone: Fax: I Email:

Contact Person

Status: Banking Company ( ) Insurance Company ( ) Others ( ) - please specify

Name of Authorised Slqnatorv Designation Siqnature

11

Rajesh Housing Prlvato 1.lmltod····Sheif·DisciosuroDocumolli

Prtvato & Confidential .. T~ orrjrTvRto6Trcllfnilon-6111~1

Octobor 23, 2016

Details of Bank Account

Depository Details

(*) We understand that In case of allotment of debentures to us/our Beneficiary Account as mentioned above

would be credited to the extent of debentures allotted.

r-------------T----------~-···--..·.. ,-,-..'----..- - ..~.--.-.- -------

--~-_..~,..'---_._--_..._---~~---~---

Tax Deduction Status ( ) FllIIY~LI=x to be deducted at Source j-i.J Yes jlJ No

We understand and confirm that the information provided in the Shelf Disclosure Document dated July 30, 2015

and Fourth addendum to Shelf Disclosure Document dated October 23, 2015 is provided by the Issuer and the

same has not been verified by any legal advisors to the Issuer, and other intermediaries and their agents and

advisors associated with this Issue. We confirm that we have for the purpose of investing in Fifth Tranche

Debentures carried out our own due diligence and made our own decisions with respect to investment in the Fifth

Tranche Debentures and have not relied on any representations made by anyone other than the Issuer, if any.

We understand that: i) in case of allotment of Fifth Tranche Debentures to us, our Beneficiary Account as

mentioned above would get credited to the extent of allotted Fifth Tranche Debentures, il) the Applicant must

ensure that the sequenceof names as mentioned in the Application Form matches the sequence of name held with

our Depository Participant, iii) if the names of the Applicant in this application are not identical and also not in the

same order as the Beneficiary Account details with the above mentioned Depository Participant or if the Fifth

Tranche 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 issuethe Fifth Tranche Debentures in physical form.

We understand that we are assuming on our own account, all risk of loss that may occur or be suffered by us

including as to the returns on and/or the sale value of the Fifth Tranche Debentures and shall not look directly or

indirectly to any person to indemnify or otherwise hold us harmless in respect of any such loss and/or damage. We

undertake that upon sale or transfer to subsequent Investor or transferee ("Transferee"), we shall convey all the

terms and conditions contained herein and in the Disclosure Documents to such Transferee. In the event of any

Transferee (including any intermediate or final holder of the Fifth Tranche Debentures) suing the Issuer (or any

person acting on its or their behalf) we shall indemnify the Issuer and also hold the Issuer and each of such

affected person(s) harmless in respect of any claim by any Transferee.

Applicant's Signature

12

__ __ _____ __ __

__ __

RaJesh Housing Private Limited " "SheifDisciosureDoclImeni

(Tear here), _

ACKNOWLEDGEMENT SLIP

Prlvato & GOllfldontllll '!=orT)!'lvafo-blrctllallollO,lly

October 23, 2016

Application form serial No:

Name of the Applicant

Address of the Applicant

Details

Series

No of debentures applied

(in figures)


jin words)

Amount (Rs. In figures)

Amount (Rs. in words)

Cheque/Demand

Draft/RTGS Details

Date

Drawn on Bank

~~, ~,,_~

,._____·~ ___.<,~~.~",·.". ._·~--=~,~,~~""_'~'_h'~_"__. .,~_._.~_,_,·__·,,,'_,.~_'"'~~~.'~

Fifth Tranche Debentures___·~_~___._·~_____._~______••N_____

~~,_·___._A~. ___w=·.~~... ·~_,"c.'-,,_'-=='____'____

~~.,~

..__h_~_"~_

~~_•••_._~.~.

~..._>e,,_·='~'_M'"~~_M_'"

_-~-"""~,-~-~.~-

,--------------1

---~_."._-_.- . ~..

..._~------_._------_..~~"~~,

-----,-",~._,~

_

~·.'"..,.·._-<~'_.~A~~_"_'.,.~_·. ~~

For all further correspondence please contact: The Compliance Officer, Mr. Jlgnesh Waghela, Rajesh Hosing Private Limited on 022 - 226707017

INSTRUCTIONS

1. You must complete application in full in BLOCK LElTERS IN ENGLISH.

2. YourSignatures should be in English or in any of the Indian languages

3. Application forms duly completed in all respects, together with Cheques/Pay Order/Demand Draft, must be

lodged at the Registered office of the Company.

4. In case of payments through RTGS, the payments may be made as follows:

Beneficiary Name

Bank Account No.

IFSC CODE

Bank Name

Branch Address

Rajesh Housing Private Limited

108605000948

ICIC0001086

ICICI Bank Limited

J.B. Nagar Branch, Andheri Kurla Rd, Andheri (East), Mumbai - 400059

13

Houslno Private L1mltod Private & Confldontlal

ANNEXURE 2

ILLUSTRATION

Disclosure ofcash flows (pu rsuanti02g~~LQlr~lll~LI!c>,:9JRIIMP!!:>fL1~@1~_~~!!tQ(t~~I~ggJQ!)Qr201~t~ .... .-' , .• _~,~~,~",~~~,~»<-~,,_ .•~-,~~,,~,.,

Company Halosl1 Housll1r1 Prlvale L1mltod "-"~,~.,,~,,,~,,",,~~~~~''''-

HS,1 n nn nnn/. per 11101' LII"UIIlFace Value (Qer security) ,,__~~~~~"~~·.N•.~..,,~.~,,_,",","~

C'"lo"d~,Issue open Date October 24 2015 __.._"~.,w_~·_~_•..~~~~

C'"I",d~,Redemption February 2, 2019 --~"",~"~_""~-~'_=,~q<"=,,,,"~

Coupon Rate Nil.. _,__0

Rs, o A~ ~Q()IRedemption Premium -_._",

Redemption Value Rs, 1q 111 1An/.--_¥_. Frequency ofthe Interest Payment with specified NAdates

.-- ~". ~e_·.~.~~"~,~~=m.~~______ __ .•__ _____ _,_..

~~ ~ ~_.~ ··_·._""~_~

Day Count Convention

Cash Flows Date Day No. ofDays In Coupon

Period

Actual/ Actual Amount In Rupees per

debenture ofRs.10 lakhs

Coupon Payment NA N,A, NA NA

Principal Repayment February 2, 2019 Saturday 1195 Davs Rs, 19,43,380/·

14

Rajesh Housing Private Limited Private & ConfidentialShelf Disclosure Document For Private Circulation Only

July 30, 2015

1

Date: July 30, 2015Serial No.: 1

SHELF DISCLOSURE DOCUMENT

RAJESH HOUSING PRIVATE LIMITED(A private limited company incorporated under the Companies Act, 2013 and limited by shares)

Reg. Office: 139, Seksaria Chambers, 2nd Floor, N. M. Road, Fort, Mumbai, Maharashtra – 400 023Corporate Identification Number: U70102MH2015PTC261258

Date of Incorporation: January 22, 2015Contact Person: Shri. Amit J Sheth

Telephone No.: 022 - 67359900Email: [email protected]

Website: www.rajeshlifespaces.com

This Disclosure Documents prepared and issued in accordance with Schedule I underRegulation 19(3), Regulation 21 and Regulation 21A of and other applicable provisions ofthe SEBI (Issue and Listing of Debt Securities) Regulations, 2008, issued vide CircularNo. LAD-NRO/GN/2008/13/127878 dated June 06, 2008, as amended by SEBI (Issueand Listing of Debt Securities) (Amendment) Regulations, 2012 issued vide Circular No.LAD-NRO/GN/2012-13/19/5392 dated October 12, 2012 and CIR/IMD/DF/18/2013dated October 29, 2013, SEBI (Issue and Listing of Debt Securities) (Amendment)Regulations, 2014 issued vide Circular No. LAD-NRO/GN/2013-14/43/207 dated January31, 2014, SEBI (Issue and Listing of Debt Securities) (Amendment) Regulations, 2015issued vide Circular No. LAD-NRO/GN/2014-15/25/539 dated March 24, 2015.

Private placement of up to 1,400 (One Thousand Four Hundred) to be listed, rated, secured,cumulative, redeemable, non-convertible debentures (“Debentures”) of the face value of INR10,00,000/- (Rupees Ten Lac only) each, issued at par, in multiple tranches aggregating to INR140,00,00,000 (Rupees One Hundred and Forty Crore only).

GENERAL RISKSAs the issue is being made on a private placement basis, this Disclosure Document has not beencleared by the Securities and Exchange Board of India ("SEBI"). The Debentures have not beenrecommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of thisdocument. The Investors (defined hereinafter) are advised to read the risk factors carefully beforetaking an investment decision in this Issue. Investment in debt and debt related securities involve adegree of risk and the Investors should not invest any funds in the debt instruments, unless theycan afford to take the risks attached to such investments. For taking an investment decision,Investors must rely on their own examination of the Issue and the Disclosure Document, includingthe risks involved.


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ISSUE SCHEDULE FOR FIRST TRANCHE DEBENTURESIssue Opens on : 31st July, 2015Issue Closes on: 3rd Aug, 2015First Tranche Deemed Date of Allotment: 3rd Aug, 2015

The Issuer reserves the right to change the Issue Schedule including the First Deemed Date ofAllotment at its sole discretion, without giving any reasons or prior notice. The Issue shall be open forsubscription during the banking hours on each day during the period covered by the Issue Schedule.The Issue shall be subject to the terms and conditions of this Disclosure Document filed with theStock Exchange and other documents in relation to the Issue.

The Debentures are to be issued in one or more tranches vide supplement documents for eachtranche of Debentures (“Addendum to Disclosure Document”).

CREDIT RATINGThe Debentures are rated by CRISIL as CRISIL B+(SO). The rating is not a recommendation tobuy, sell or hold securities and Investors should take their own decisions. The rating may besubject to revision or withdrawal at any time by the assigning rating agency on the basis of newinformation and each rating should be evaluated independently of any other rating.

LISTINGThe Debentures are proposed to be listed on the wholesale debt market (“WDM”) of BSE Limited(“BSE”) in the manner set out in Transaction Documents.

THIS DISCLOSURE DOCUMENT IS DATED JULY 30, 2015.

DEBENTURE TRUSTEE REGISTRAR TO THE ISSUEIL & FS TRUST COMPANY LIMITEDAddress: The IL&FS Financial CenterPlot No. C–22, G Block,Bandra Kurla ComplexBandra (E), Mumbai - 400051Phone: +91 22 2659 3612Fax: +91 22 2653 3297Email:Website:http://www.itclindia.com/Contact Person:

Sharepro Services (India) Private LimitedAddress: 13AB, Samhita Warehousing Complex, 2nd

Floor, Sakinaka, Telephone Exchange Lane, Off.Andheri-Kurla Road, Sakinaka, Andheri (E), Mumbai– 400 072Phone: +91-22-6191 5400 / 6191 5402Fax: +91-22-6191 5444Email: [email protected]:www.shareproservices.comContact Person: Nilesh Bhandare

ISSUER’S RESPONSIBILITYThe Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that thisDisclosure Document together with the other Debenture Documents as on date and to the best ofits knowledge contains all information with regard to the Issuer and the Issue, which is material inthe context of the Issue, that the information contained in the Disclosure Document and the otherDebenture Documents is true and correct in all material aspects and is not misleading in any


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material respect, that the opinions and intentions expressed therein are honestly held and thatthere are no other facts, the omission of which makes this document as a whole and the otherDebenture Documents or any of such information or the expression of any such opinions orintentions misleading in any material respect.

Note: This Disclosure Document is neither a prospectus nor a statement in lieu of a prospectus. Thisis only an information brochure intended for private circulation and should not be construed to be aprospectus and/or an invitation to the public for subscription to Debentures under any law for thetime being in force.


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DISCLAIMER

This Disclosure Document is neither a Prospectus nor a Statement in lieu of a Prospectus under theCompanies Act, 2013 or any amendment or re-enactment thereof. The issue of Debentures to belisted on the Bombay Stock Exchange Limited has been made strictly on a private placement basis. Itdoes not constitute and shall not be deemed to constitute an offer or an invitation to subscribe to theDebentures to the public in general. This Disclosure Document is not intended to be circulated tomore than 200 (Two Hundred) person in a Financial Year. Multiple copies hereof given to the sameentity shall be deemed to be given to the same person and shall be treated as such. The issuer whilefiling the Addendum to Disclosure Document with respect to issuance of Subsequent TrancheDebentures shall include in such Addendum to Disclosure Document the details of the SubsequentTranche Debentures and material changes, if any, to the information already provided in thisDisclosure Document.

This Disclosure Document has been prepared in conformity with the SEBI (Issue and Listing of DebtSecurities) Regulations, 2008 issued vide circular no. LAD-NRO/GN/2008/13/127878 dated June 06,2008, as amended and SEBI (Issue and Listing of Debt Securities) (Amendment) Regulations, 2012issued vide circular no. LAD-NRO/GN/2012-13/19/5392 dated October 12, 2012, as amendedCIR/IMD/DF/18/2013 Dated October 29, 2013 and SEBI (Issue and Listing of Debt Securities)(amendment) regulations, 2014 issued vide circular no. LAD-NRO/GN/2013-14/43/207 dated January31, 2014 and SEBI (Issue and Listing of Debt Securities) (amendment) regulations, 2015 issued videcircular no. LAD-NRO/GN/2014-15/25/539 dated March 24, 2015. Therefore, as per the applicableprovisions, copy of this Disclosure Document has not been filed or submitted to the SEBI for itsreview and/or approval.

The Company shall submit / has submitted the Private Placement Offer Letter in prescribed form PAS– 4 with the ROC (defined below) in terms of Section 42 of the Companies Act, 2013 and the rulesprescribed there under and other applicable provisions.

This Disclosure Document has been prepared for the purpose of listing of the Debentures issued /proposed to be issued by the Issuer in the manner set out in the Transaction Documents.ThisDisclosure Document has been prepared to provide general information about the Issuer. ThisDisclosure Document does not purport to contain all the information that any potential investor mayrequire. Neither this Disclosure Document nor any other information supplied in connection with theDebentures is intended to provide the basis of any credit or other evaluation and any recipient of thisDisclosure Document should not consider such receipt a recommendation to purchase anyDebentures.

The Issuer confirms that, as of the date hereof, this Disclosure Document (including the documentsincorporated by reference herein, if any) contains all information that is material in the context of theIssue and sale of the Debentures, is accurate in all material respects and does not contain any untruestatement of a material fact or omit to state any material fact necessary to make the statementsherein, in the light of the circumstances under which they are made, not misleading. No Person hasbeen authorized to give any information or to make any representation not contained or incorporatedby reference in this Disclosure Document or in any material made available by the Issuer to any


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potential investor pursuant hereto and, if given or made, such information or representation must notbe relied upon as having been authorized by the Issuer.

This Disclosure Document and the contents hereof are restricted for only the intended recipient(s)who have been addressed directly and specifically through a communication by the Issuer. Allinvestors are required to comply with the relevant regulations/guidelines applicable to them. It is notintended for distribution to any other Person and should not be reproduced by the recipient.

Persons into whose possession this Disclosure Document and the Addendum to Disclosure Documentcomes are required to inform themselves about and to observe any such restrictions. The DisclosureDocument is made available to the Investors in the Issue on the strict understanding that it isconfidential.

DISCLAIMER OF THE SECURITIES AND EXCHANGE BOARD OF INDIAThis Disclosure Document has not been filed with SEBI. The Debentures have not been recommendedor approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this Disclosure Document.It is to be distinctly understood that this Disclosure Document should not, in any way, be deemed orconstrued that the same has been cleared or vetted by SEBI. SEBI does not take any responsibilityeither for the financial soundness of the Company or for the correctness of the statements made oropinions expressed in this Disclosure Document. The issue of Debentures being made on privateplacement basis, filing of this document is not required with SEBI; however SEBI reserves the right totake up at any point of time, with the Company, any irregularities or lapses in this DisclosureDocument.

DISCLAIMER OF THE STOCK EXCHANGEAs required, a copy of this Disclosure Document will be submitted to the BSE for hosting the same onits website. It is to be distinctly understood that such submission of the document with BSE or hostingthe same on its website should not in any way be deemed or construed that the Disclosure Documenthas been cleared or approved by BSE nor does it in any manner warrant, certify or endorse thecorrectness or completeness of any of the contents of this Disclosure Document nor does it warrantthat this Issuer’s Debentures will be listed or continue to be listed on the Wholesale Debt MarketSegment of the Bombay Stock Exchange nor does it take responsibility for the financial or othersoundness of the Issuer, its Promoters (as defined hereinafter), its management or any scheme orproject of the Company. Every person who desires to apply for or otherwise acquire any Debenturesof this Issuer may do so pursuant to independent inquiry, investigation and analysis and shall nothave any claim against the Wholesale Debt Market Segment of the Bombay Stock Exchangewhatsoever by reason of any loss which may be suffered by such person consequent to or inconnection with such subscription/acquisition whether by reason of anything stated or omitted to bestated herein or any other reason whatsoever.

DISCLAIMER OF THE TRUSTEEThe Issuer confirms that all necessary disclosures have been made in the Disclosure Documentincluding but not limited to statutory and other regulatory disclosures. Investors should carefully readand note the contents of the Disclosure Document. Each prospective Investor should make its ownindependent assessment of the merit of the investment in the Debentures and the Issuer.Prospective Investors should consult their own financial, legal, tax and other professional advisors as


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to the risks and investment considerations arising from an investment in the Debentures and shouldpossess the appropriate resources to analyze such investment and suitability of such investment tosuch Investor’s particular circumstance. Prospective Investors are required to make their ownindependent evaluation and judgment before making the investment and are believed to beexperienced in investing in debt markets and are able to bear the economic risk of investing in suchinstruments. The Trustees, ipso facto do not have the obligations of a borrower or a principal debtoror a guarantor as to the monies paid/invested by Investors for the Debentures.

DISCLAIMER IN RESPECT OF RATING AGENCIESRatings are opinions on credit quality and are not recommendations to sanction, renew, disburse orrecall the concerned bank facilities or to buy, sell or hold any security. The Credit Rating Agency hasbased its ratings on information obtained from sources believed by it to be accurate and reliable. TheCredit Rating Agency does not, however, guarantee the accuracy, adequacy or completeness of anyinformation and is not responsible for any errors or omissions or for the results obtained from the useof such information. Most entities whose bank facilities/instruments are rated by the Credit RatingAgency have paid a credit rating fee, based on the amount and type of bank facilities/instruments.

ISSUE OF DEBENTURES IN DEMATERIALISED FORMThe Issuer is under process to make arrangements with the Depositories for the Issue of theDebentures in dematerialised form. Investors will have to hold the Debentures in dematerialised formas per the provisions of Depositories Act, 1996. The Issuer shall take necessary steps to credit theDebentures allotted to the beneficiary account maintained by the Investor with its depositoryparticipant. The Issuer will make the Allotment to Investors on the respective Deemed Date ofAllotment after verification of the Application Form, the accompanying documents and on realisationof the application money.

CAUTIONARY NOTEThis Disclosure Document and Addendum to Disclosure Document is not intended to provide the solebasis of any credit decision or other evaluation and should not be considered as a recommendationthat any recipients of this Disclosure Document should invest in the Debentures proposed to beissued by the Company. Each potential Investor should make its own independent assessment of theinvestment merit of the Debentures and the Company. Potential Investors should consult their ownfinancial, legal, tax and other professional advisors as to the risks and investment considerationsarising from an investment in the Debentures and should possess the appropriate resources toanalyse such investment and the suitability of such investment to such Investor’s particularcircumstance.

This Disclosure Document and Addendum to Disclosure Document is made / will be made available topotential Investors on the strict understanding that it is confidential. Recipients shall not be entitled touse any of the information otherwise than for the purpose of deciding whether or not to invest in theDebentures. Potential Investors are invited to review the Debenture Documents (defined hereinafter)which provide complete details surrounding the transaction described herein and which will beavailable for inspection at the registered office of the Issuer from 10 am to 5 pm on all BusinessDays.


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No person including any employee of the Company has been authorized to give any information or tomake any representation not contained in this Disclosure Document and Addendum to DisclosureDocument. Any information or representation not contained herein must not be relied upon as havingbeing authorized by or on behalf of the Company. Neither the delivery of this Disclosure Document atany time nor any statement made in connection with the offering of the Debentures shall under thecircumstances imply that any information/representation contained herein is correct at any timesubsequent to the date of this Disclosure Document. The distribution of this Disclosure Document orthe Application Forms and the offer, sale, pledge or disposal of the Debentures may be restricted bylaw in certain jurisdictions. This Disclosure Document does not constitute an offer to sell or aninvitation to subscribe to the Debentures in any jurisdiction to any person to whom it is unlawful tomake such offer or invitation in such jurisdiction. Persons into whose possession this DisclosureDocument comes are required by the Company to inform themselves about and observe any suchrestrictions.


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SECTION 1: DEFINITIONS & ABBREVIATIONS

Act Means the Companies Act, 2013 to the extent notified and theCompanies Act, 1956 to the extent not repealed or any statutorymodifications or re-enactment thereof for the time being in force.

Addendum to DisclosureDocument

Means the supplement documents to be issued for SubsequentTranche Debentures.

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

Amounts Due Means at any time all amounts payable by the Company to theDebenture Holders pursuant to the terms of the TransactionDocuments.

Application Form Means the form used by the recipient of this Disclosure Document,to apply for subscription to the Debentures, which is annexed tothis Disclosure Document and marked as Annexure 1.

Applicable Law” or “Law” Means any statute, enactment or act of any legislative body inIndia, law, judgment, ordinance, order, decree, clearance, bye-laws, regulation, rule of law, notification, guideline, policy,direction, directive and order of any Government or determinationby, or any interpretation or administration of any of the foregoingby, any statutory or regulatory authority, whether in effect as ofthe date of any Transaction Documents or thereafter and in eachcase any modifications or re-enactments thereof.

Board Means the board of directors of the Issuer and shall include acommittee thereof.


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Business Day Means a day (other than a Saturday or a Sunday) on which banksare open for business in Mumbai

CDSL Means the Central Depository Services (India) Limited.

Control Means (a) ownership or control (whether directly or otherwise) ofmore than 50% of the equity share capital, voting capital, or thelike of the controlled entity; or (b) ownership of equity sharecapital, voting capital, or the like by contract or otherwise, controlof, power to control the composition of, or power to appoint, morethan 50% of the members of the board of directors or otherequivalent or analogous body of the controlled entity or (ii) in caseof any Party which is a natural person, mean the Relative of suchnatural person.

Consent Means any approval, consent, license, registration, permit,ratification, waiver, notice or other authorization of or from or toany Person, including a Governmental Authority that may berequired for (i) the execution of the Debenture Documents and theconsummation of the transactions contemplated there under, and(ii) carrying on the Issuer’s business in a lawful manner.

Coupon Rate / Interest Means 0.00%

DP Means Depository Participant.

DP ID Means Depository Participant Identification Number.

Debenture/s Means First Tranche Debentures and Subsequent TrancheDebentures collectively.

Debenture SubscriptionAgreement

Means the ‘Debenture Subscription Agreement’ entered into / to beentered into with the Investor

Debenture SubscriptionAmount

Means First Tranche Debenture Subscription Amount andSubsequent Tranche Debenture Subscription Amount collectively.

Transaction Documents Means collectively the following:(a) Debenture Subscription Agreement(b) Information Memorandum / Private Placement Offer Letter(c) Debenture Trust Deed (including Mortgage Deed and Deed of

Hypothecation),(d) Power of Attorney in favour of the Trustee,(e) Deed of Corporate Guarantee(f) Deed of Personal Guarantee and(g) Post Dated Cheques towards the principal amounts and

guaranteed amounts with respect to the said Debenturesfrom M/s. Rajesh Construction Company Private Limitedand the Issuer

Investor ASK Real Estate Special Opportunities Fund

Debenture Trust Deed Means the debenture trust deed to be executed inter alia by andamongst the Issuer and the Debenture Trustee.

Debenture Trustee Means IL&FS Trust Company Limited, a Company incorporatedunder the provisions of the Companies Act, 1956, and having its


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registered office at The IL&FS Financial Center, Plot No. C-22, GBlock, 5th, Floor Bandra Kurla Complex, Bandra Mumbai – 400 051,being the Debenture Trustee to be appointed for the DebentureHolders and shall include its successors and assigns; beingappointed in terms of the Debenture Trust Deed entered into/to beentered into, between the Issuer and the Debenture Trustee andthe Consent Letter dated July 29 ,2015.

Deed of CorporateGuarantee

Means the deed of corporate guarantee executed/ to be executedby Rajesh Construction Company Private Limited & RajeshUnispaces Private Limited in favour of the Debenture Trustee actingfor and on behalf of the Debenture Holders, in order to secure duepayment of the Amounts Due and all other monies payable by theIssuer, pursuant to this Debenture Issue

Deed of Hypothecation Means the one or more agreement(s) / deed(s) executed / to beexecuted by the Company creating a hypothecation in favour of theDebenture Trustee for the benefit of the Debenture Holders over allreceivables, bank accounts and other moveable rights andproperties of the Company

Deed of Personal Guarantee Means the deed of personal guarantee executed/ to be executed byMr. Rajesh Raghavji Patel and Mr. Harish Raghavji Patel, in favourof the Debenture Trustee, acting for and on behalf of theDebenture Holders, in order to secure due payment of the AmountsDue and all other monies payable by the Issuer, pursuant to thisDebenture Issue.

Default IRR Means an amount equivalent to the amounts which will entitle theDebenture Holders to receive an overall IRR of 30% on theDebenture Subscription Amount.

Depositories Means NSDL or CDSL, collectively, and “Depository” shallaccordingly mean a reference to NSDL or CDSL, as the context mayrequire.

Disclosure Document Means this Shelf Disclosure Document dated July 30, 2015.

Due Date Means the date on which any Repayment Installment and theInterest is due and payable in terms of the Debentures.

Bank Accounts Means (i) Collection Account and (ii) Construction Account (iii) andany other bank accounts of the Company collectively.

Mortgaged Properties As more particularly defined in the Debenture Trust Deed to be tobe executed.

Encumbrance Means any right, title and/or interest or equity of any naturewhatsoever (including any right to acquire, option or right of pre-emption) or any mortgage, pledge, deed of trust, hypothecation,right of others (including right of set-off or counterclaim), claim,security interest, burden, title defect, title retention agreement,lease, sublease, license, voting trust agreement, interest, option,proxy, lien, charge, covenant, condition, purchase agreement,actionable claim or any security agreement, security arrangement,other restriction/s, limitations or encumbrance of any nature


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whatsoever.

Financial Year/ FY Means 12 (twelve) months period commencing from April 1 of aparticular calendar year and ending on March 31 of the subsequentcalendar year.

First Tranche ConditionsPrecedent

Means the conditions to be fulfilled by the Company prior to FirstDeemed Date of Allotment.

First Tranche ConditionsSubsequent

Means the conditions to be fulfilled by the Company subsequent tothe First Deemed Date of Allotment.

First Tranche Debentures Means shall mean 320 (Three Hundred and twenty) Debentures tobe allotted to the Debenture Holders on First Tranche DeemedAllotment Date.

First Deemed Date ofAllotment

Means the date on which the First Tranche Debentures are to beallotted / deemed to be allotted pursuant to the Shelf DisclosureDocument i.e. Aug 03, 2015.

First Tranche DebentureSubscription Amount

Means a sum or Rs.32,00,00,000/- (Rupees Thirty Two Crores only)to be invested by the Debenture Holders for subscription of theFirst Tranche Debentures in the manner set out in the TransactionDocuments.

Government Authority/Governmental Authority

Mean any authority exercising executive, legislative, judicial,regulatory or administrative functions of, or pertaining to,government.

INR or Rs. or Re. Means Indian National Rupees, the lawful currency of India.

Investor ASK Real Estate Special Opportunities Fund (PAN - AACTA9745N)

IRR The IRR will be determined in accordance with the IRR CalculationMethod. The IRR Calculation Method means the method fordetermining the IRR, namely using the exact dates of receivingcash flows or making of investments by the Debenture Holders,calculated using the “XIRR” function of Microsoft Excel 2007 (or ifsuch program is no longer available, such other software programreasonably acceptable to the Debenture Holders for calculating theinternal rate of return).

IT Act Means the Income Tax Act, 1961 as amended from time to time.

Issue Means this issue of the Debentures under this Disclosure Documentand Addendum to Disclosure Document collectively.

Issue Closing Date for theFirst Tranche Debentures

Means Aug 03, 2015

Issue Opening Date for theFirst Tranche Debentures

Means July 31, 2015

Issuer/ Company Means Rajesh Housing Pvt. Ltd., a Company incorporated underthe Companies Act, 2013 and having its Registered Office at 139Seksaria Chambers, 2nd Floor, N. M. Road, Fort, Mumbai - 400023,Maharashtra.


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Material Adverse Effect (a) Mean shall mean any change or effect that would bematerially adverse to the business, operations, assets, financialcondition, operating results, of the Company or the Promotersor the Company’s or the Promoters’ ability to consummate thetransactions contemplated by the Transaction Documents orwhich may restrain, enjoin, make illegal or otherwise prohibitthe consummation of the Transactions or performance of anyobligation contained therein, or the validity, legality orenforceability of the rights or remedies of the Investor and/orthe Debenture Holders under the Transaction Documents

Maturity Date Means Date falling at the end of 42nd (Forty second) month fromthe First Deemed date of Allotment.

Mortgaged Assets As more particularly defined as Company Properties in DebentureTrust Deed to be executed.

Mortgage Deed Shall mean the agreement(s) / deed(s) executed by the Companyfrom time to time creating a mortgage for the benefit of theDebenture Holders in favour of the Debenture Trustee over theLands owned by them and all developments and accretions thereonincluding any amendment thereto.

Mortgaged Properties As more particularly defined as Company Properties in DebentureTrust Deed to be executed.

N. A. Not Applicable

NSDL Means the National Securities Depository Limited

PAN Means Permanent Account Number

Penal Interest Means the interest at the rate of 1% (One Per Cent) per annum tobe payable by the Company to the Debenture Holders on the FirstTranche Debenture Subscription Amount or Subsequent TrancheSubscription Amount as the case may be, which shall be over andabove the Interest rate, Redemption Premium or Default IRR, asthe case may be, to be payable from expiry of 20th Business Dayfrom the First Deemed Date of Allotment or Subsequent DeemedDate of Allotment, as the case may be until the listing is done ofthe First Tranche Debentures or Subsequent Tranche Debentures,as the case may be.

Person Means an individual, natural person, corporation, partnership,limited liability partnership, joint venture, incorporated orunincorporated body or association, company, government orsubdivision thereof.

Redemption Premium Equivalent to such amounts which will give a fixed Internal Rate ofReturn (IRR) of 22.50% on the Debentures from the date ofrespective subscription date(s) for each tranche over the Tenor of42 months from the date on which first tranche debentures aresubscribed. The Returns on investment to be calculated from thedate of the application money received by the issuer for respectivetranches.


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Private Placement OfferLetter

Means the Private Placement Offer Letter in Form No. PAS-4 underSection 42 of the Act read with of the Act and Rule 14 of theCompanies (Prospectus an Allotment of Securities) Rules, 2014 andother applicable provisions, issued along with this DisclosureDocument

Project Land As more particularly defined in Debenture Trust Deed to beexecuted.

Project shall mean the residential / commercial construction developmentproject to be constructed on the Project Land as per the MasterPlan

Corporate Guarantor Rajesh Construction Company Private Limited & Rajesh UnispacesPrivate Limited.

Promoters Means Mr. Rajesh R. Patel, Mr. Harish Patel and Mr. Pratik Pateland Mr. Priyal K. Patel

RBI Means the Reserve Bank of India.

Rating Agency Means CRISIL Limited, a Company incorporated under theprovisions of the Companies Act, 1956 and having its head office atCRISIL House, Central Avenue, Hiranandani Business Park, Powai,Mumbai 400076.

Receivables Mean all and any Receivables from Project being developed on theProject Land as more particularly defined in the Debenture TrustDeed.

Record Date Means the date which shall be 15 (fifteen) days prior to eachCoupon Payment Date and Redemption Date. In case ofredemption of Debentures, the trading in the Debentures shallremain suspended between the Record Date and the RepaymentDate. Coupon payment and principal repayment shall be made tothe person whose name appears as beneficiary with theDepositories as on Record Date. In the event of the Issuer notreceiving any notice of transfer at least 15 (fifteen) days before therespective Coupon Payment Date and Redemption Date, thetransferees for the Debentures shall not have any claim against theIssuer in respect of amount so paid to the registered DebentureHolders.

Registrar / R&T Agent Means Registrar to the Issue, in this case Sharepro Services (India)Private Limited

Repayment Date /Redemption Date

Means each date mentioned in the Repayment Schedule on whichthe Company is obliged to redeem/ repay the Debentures as statedin the Transaction Documents

ROC Means Registrar of Companies

SEBI Means the Securities and Exchange Board of India.

SEBI Debt ListingRegulations

Means the SEBI (Issue and Listing of Debt Securities) Regulations,2008 issued by SEBI, as amended by the SEBI (Issue and Listing ofDebt Securities) (Amendment) Regulations, 2012, SEBI (Issue and


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Listing of Debt Securities) (Amendment) Regulations, 2014 andSEBI (Issue and Listing of Debt Securities) (Amendment)Regulations, 2015 and as may be from time to time.

Subsequent TrancheDebenture/s

Means 1,080 (One Thousand and Eighty) Debentures to be allottedto the Debenture Holders in one or more separate tranches onSubsequent Tranche Deemed Allotment Date.

Subsequent TrancheDeemed Date of Allotment

Means the respective future Deemed Date/s of Allotment forSubsequent Tranche Debentures which shall be reflected in theAddendum to Disclosure Document.

Subsequent TrancheDebenture SubscriptionAmount

Means an aggregate amount of Rs.108,00,00,000/- (Rupees OneHundred and Eight Crore only) to be invested in tranches by theDebenture Holders towards subscription of Subsequent TrancheDebentures.

Security Means the following: First and pari-passu Charge to be issued from time to time, on

the project land and development thereon; First and pari-passu charge over present and future receivables

of the Issuer from the Project All receivables to be deposited in Issuer’s Collection A/c with

Investor representatives being a joint signatory for CollectionA/c

Investor representatives to be a joint signatory for ConstructionA/c

Corporate Guarantee of Rajesh Construction Company PrivateLimited and Rajesh Unispaces Private Limited

Personal Guarantee of Mr. Harish R. Patel and Mr. Rajesh R.Patel

Post Dated Cheques (PDCs) of the Rajesh ConstructionCompany Private Limited and the Issuer towards capital +guaranteed returns: to be released on each tranche ofInvestment

Pledge of shares held by promoters in the Issuer

Special Resolution Means a resolution passed by the Debenture Holders (whether at ameeting of the Debenture Holders or by way of a circularresolution) with approval of such number of Debenture Holderswhose participation or share in the Debenture Subscription Amountoutstanding with respect to the Debentures aggregate to morethan 75% (Seventy-Five Per Cent) of the value of the nominalamount of the Debentures for the time being outstanding.

Stock Exchange/ Exchange Means BSE Limited

Subscription Account Mean the Company’s current account bearing no. 108605000948with ICICI Bank, J B Nagar Branch, Andheri Kurla Road, Andheri(E), Mum – 59, opened by the Company for deposit of theDebenture Subscription Amount.

Tax/ Taxes Means all forms of present and future taxes (including but notlimited to indirect taxes such as service tax, value added tax),deductions, withholdings, duties, imposts, levies, cesses, fees,


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charges, social security contributions and rates imposed, levied,collected, withheld or assessed by any Governmental Authority orother taxing authority in India and any interest, additional taxationpenalty, surcharge, cess or fine in connection therewith and"Taxes" shall be construed accordingly.

Term / Tenor Means a period of 42 months from the First Deemed Date ofAllotment, unless otherwise extended by the Debenture Trustee.

Term Sheet Term sheet issued by the Company containing the terms of theIssue and attached as Annexure I (Term Sheet) to this DisclosureDocument

USD Means United States Dollar.

“We”, “Us”, “Our” Means, unless the context otherwise requires, the Issuer.

WDMS Whole Sale Debt Market Segment

Capitalized terms used but not defined in this Disclosure Document shall have the meaning assignedto it in the Debenture Trust Deed. The terms of the Debenture Trust Deed shall be deemed to havebeen incorporated herein by reference.


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SECTION 2: REGULATORY DISCLOSURES

The Disclosure Document is prepared in accordance with the provisions of SEBI Debt ListingRegulations and in this section, the Issuer has set out the details required as per Schedule I of theSEBI Debt Listing Regulations.

2.1 Documents Submitted to the Stock ExchangeThe following documents have been / shall be submitted to the Stock Exchange -

A. Memorandum and articles of association of the Issuer and necessary resolution(s) for theallotment of the Debentures;

B. Statement containing particulars of, dates of, and parties to all material contracts andagreements;

C. Copy of the resolution dated 20th July, 2015 passed by the Board authorizing the borrowing,issuance and Board Resolution to be passed for the allotment of the Debentures and list ofauthorized signatories;

D. Copy of the special resolution passed by the shareholders of the Company at theextraordinary general meeting held on Wednesday, 1st July, 2015, authorizing the Board ofDirectors to borrow monies, for the purpose of the Company, upon such terms as the boardof directors of the Company may think fit, up to an aggregate limit of Rs.10,00,00,00,000/-(Rupees One Thousand Crore only) and authorizing the Board to create charge over theproperty of the company and issue and allot the Optionally Convertible Debentures and Non –Convertible Debentures on Private Placement basis;

E. An undertaking from the Issuer stating that the necessary documents for the creation of thecharge, including the Debenture Trust Deed would be executed within the time frameprescribed in the relevant regulations, acts and rules and the same would be uploaded on thewebsite of the Registrar of Companies, where the debt securities have been listed, within 30(thirty) days of execution of the same;

F. Any other particulars or documents that the recognized stock exchange may call for as itdeems fit; and

2.2 Documents Submitted to the Debenture TrusteeThe Company has submitted/shall submit documents to the Debenture Trustee that are required forthe allotment of the Debentures, including:

I. Memorandum and Articles of Association of the Issuer and necessary resolution(s) for theAllotment of the Debentures;

II. Statement containing particulars of, dates of, and parties to all material contracts andagreements;


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III. Latest audited / limited review half yearly consolidated (wherever available) and standalonefinancial information (profit & loss statement, balance sheet and cash flow statement) andauditor qualifications, if any;

IV. An undertaking to the effect that the Company would, till the redemption of the Debentures-

a. submit the details mentioned in point (IV) above to the Debenture Trustee within thetimelines as mentioned in ‘simplified listing agreement’ issued by SEBI vide circularno. SEBI/IMD/BOND/1/2009/11/05 dated 11 May 2009; and

b. submit a copy of the latest annual report to the Debenture Trustee within 180 (onehundred and eighty) days from the end of the Financial Year that shall be shared bythe Debenture Trustee to the Debenture Holders within two working days of theirspecific request.

2.3 Issuer Information

Sr. No. Particulars Details

1 Registered office of the Issuer139, Seksaria Chambers, 2nd Floor, N. M. Road,Fort, Mumbai - 400023, Maharashtra.

2 Corporate office of the IssuerR B House, MIDC Cross roads B, Off Andheri – KurlaRoad, J B Nagar Jn, Andheri (E), Mumbai – 400 059

3 Compliance officer of the Issuer Mr. Jignesh Waghela

4 CFO of the Issuer Mr. Amit J Sheth

5Arrangers, if any, of theinstrument

Nil

6 Trustee of the issue IL&FS Trust Company Ltd

7 Registrar of the issue Sharepro Services (India) Pvt Ltd

8 Credit Rating Agency of the issue CRISIL Limited

9 Auditors of the Issuer M/s A J Kanakia & Co., Chartered Accountants

2.4 A brief summary of the business/ activities of the Issuer and its line is a part ofRajesh Group of business:

Our company was incorporated on January 22, 2015. The company is a part of RajeshLifespaces Group that is managed by Patel family having more than five decades ofexperience in the Real Estate Development business. Rajesh Lifespaces Group has completed36 projects of approximately 3.15 million sq. ft. of saleable area in the Mumbai MetropolitanRegion. Rajesh Group is currently developing 8 project of approximately 5.6 million sq. ft. ofsaleable area in the Mumbai Metropolitan Region


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2.2.1 Overview

The Issuer is a private limited company registered under the Companies Act, 2013 with itsregistered office at 139 Seksaria Chambers, 2nd Floor, N.M. Road, Fort, Mumbai, Maharashtra.The Issuer has been engaged in the business of real estate development.

2.2.2 Brief Profile of the directors of the Issuer

(A) Mr. Pratik H. Patel | Director (Age:32, Qualification: Graduate in Managementfrom USA, DIN No. 01612266) having experience of 5 years in real estateindustries.

(B) Mr. Priyal K. Patel | Director (Age :35, Qualification: Graduate in Finance fromUSA, DIN No. 00695485) having experience of 9 years in real estate industries.

2.2.3 Key Operational and Financial Parameters* for the last 3 audited years(Standalone basis) - * Not Applicable

(Amounts In Rs.Crores)

Parameters FY 2014 FY 2013 FY 2012

Net Worth

Total Debt

Comprising

Non-Current Maturities ofLong-term Borrowings

Short Term Borrowings

Current Maturities of Long-term Borrowings

Net Fixed Assets

Non-Current Assets

Cash and Cash Equivalents

Current Investments

Current Assets

Current Liabilities

Assets Under Management

Off Balance Sheet Assets

Interest Income

Interest Expense


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Provisioning & Write-offs

Profit After Tax

Gross NPA (%)

Net NPA (%)

Tier I Capital Adequacy Ratio (%)

Tier II Capital Adequacy Ratio (%)

Total Capital Adequacy Ratio (%)

*Not Applicable as the company is newly incorporated in January, 2015.

2.2.4 Gross Debt / Equity Ratio of the Issuer: * Not Applicable

June 30, 2015Before the issue of debt securities

After the issue of debt securities

*Not Applicable as the company is newly incorporated in January, 2015.


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2.2.5 A brief history of the Issuer since its incorporation giving details of its followingactivities:

2.3.1 Details of Share Capital as on last quarter end:

Authorized Share Capital Amount (INR)Equity Share Capital 1,00,00

Preference Share Capital Nil

Total 1,00,00Issued, Subscribed and Paid-up Share

CapitalEquity Share Capital 1,00,000

Preference Share Capital Nil

Total 1,00,000

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

NA - No changes in the capital structure in last 3 quarters and during last 5 years

2.3.3 Equity Share Capital History of the Issuer as on last quarter end, for the last fiveyears:

NA - No fresh equity share issuances have happened in last 5 years.

2.3.4 Details of any Acquisition or Amalgamation in the last 1 year: NIL

2.3.5 Details of any Reorganization or Reconstruction in the last 1 year: NIL

Type of Event Date ofAnnouncement

Date of Completion Details

N.A N.A N.A N.A

2.4 Details of the shareholding of the Issuer as on the latest quarter end:


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

Sr. No. Particulars Total No ofEquity Shares

No of shares indemat form

Total Shareholdingas % of total no of

equity shares1. Promoter and Promoter Group 10000 Nil 100

2. Public Nil Nil Nil

Total 10000 100

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

Sr. No Name of the shareholders

Total No ofEquityShares

No of shares indemat form

Total Shareholdingas % of total no ofequity shares

1. Shri Pratik H. Patel 5000 Nil 50

2. Shri Priyal K. Patel 5000 Nil 50

Total 10000 100

None of the shares of the Issuer are pledged or encumbered by the promoters

2.4.3 Following details regarding the directors of the Issuer:

Details of the current directors of the Issuer*

Name Age Address Director ofthe Issuer

since

Details ofother directorship

Shri Pratik H. Patel 32 1202, Kalindi,Neelkanth Valley,

Rajawadi Road No.7, Ghatkopar

(East), Mumbai -400077

SinceIncorporation

i.e.22nd

January, 2015

1.Rajguru DevelopersPrivate Limited

2.Arihant Techno -Economic Park PrivateLimited

3.Rajesh Real EstateDevelopers PrivateLimited

4.Rajesh Cityspaces PrivateLimited

5.Rajesh InfraspacesPrivate Limited

6.Rajesh RealspacesPrivate Limited


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7.Rimmon Finance AndInvestment Pvt. Ltd.

8.Capricon Infin PrivateLimited

9.Western India Paper AndBoard Mills Pvt. Ltd.

10.Capricon Capital ServicesPrivate Limited

11. Rajesh Habitat PrivateLimited

12. Rajesh TownshipsPrivate Limited

13. Krisha EnterprisesPrivate Limited

Shri Priyal K. Patel 35 1302, KukrejaPalace, 'E' Wing,

Vallabh Baug, LaneExtension,

Ghatkopar (East),Mumbai - 400077,Maharashtra, India

SinceIncorporation

i.e. 22nd

January, 2015

1.Rajesh Business &Leisure Hotels PrivateLimited

2.Rajesh Real EstateDevelopers PrivateLimited

3.Rajguru DevelopersPrivate Limited

4.Rajesh Cityspaces PrivateLimited

5.Rajesh Lifespaces PrivateLimited

6.Rajesh InfraspacesPrivate Limited

7.Rajesh RealspacesPrivate Limited

8.Rimmon Finance AndInvestment Pvt. Ltd.

9.Capricon Infin PrivateLimited


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10. Western India PaperAnd Board Mills Pvt.Ltd.

11. Arihant Techno -Economic Park PrivateLimited

12. Capricon CapitalServices Private Limited

13. Rajesh Habitat PrivateLimited

14. Rajesh TownshipsPrivate Limited

15. Krisha EnterprisesPrivate Limited

*Issuer to disclose name of the current directors who are appearing in the RBI defaulter list and/orECGC default list, if any.– None of the above mentioned Directors of the Company areappearing in the RBI defaulter list and/or ECGC default list.

2.4.3.1Details of change in directors since last three years:

NA - No changes in the directorship of the issuer company in last 3 years

2.5 Following details regarding the auditors of the Issuer:

2.5.1 Details of the auditor of the Issuer:-

Name Address Auditor SinceA J Kanakia & Co.,Chartered accountants

1/Alankar Building, 251, Sion Main Road(W), Mumbai – 400 022

Since incorporation of thecompany

2.5.2 Details of change in auditor since last three years:

Name Address Auditor Since (FY)NA NA NA

2.6 Details of borrowings of the Issuer, as on the latest quarter end:

Details of Secured Loan Facilities as on 30th June 2015:

No Secured Loan facility availed as on 30th June, 2015.

2.6.1 Details of Unsecured Loan Facilities, as on 30th June 2015:


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Lender’s /Category

Type of Facility AmountSanctioned

PrincipalAmountoutstanding (inINR)

RepaymentDate /Schedule

Security

Loan fromDirectors

Un-secured Loan N.A. 36,500 Repayable ondemand

Nil

2.6.2 Details of non-convertible debentures:

No Debentures issued as on 30th June, 2015.

2.6.3 List of Top 10 Debenture Holders (as on 30th June, 2015)

Sr.No. Name of Debenture Holders Amount (INR)NA NA NA

2.6.4 The amount of corporate guarantee issued by the Issuer along with name of thecounterparty (like name of the subsidiary, JV entity, group company, etc.) onbehalf of whom it has been issued.

Sr. No Particulars As on 30th June 2015

NA NA NA

2.6.5 Details of Commercial Paper:- The total Face Value of Commercial PapersOutstanding as on the latest quarter end to be provided and its breakup infollowing table:

Nil

2.6.6 Details of rest of the borrowing (if any including hybrid debt like FCCB, OptionallyConvertible Debentures / Preference Shares) as on June 2015:-

Nil

Details of all default/s and/or delay in payments of interest and principal of anykind of term loans, debt securities and other financial indebtedness includingcorporate guarantee issued by the Issuer, in the past5 years.

Nil

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


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Nil

2.7 Details of Promoters of the Issuer:

2.7.1 Details of Promoter Holding in the Issuer as on the latest quarter end:

Sr. No. Name of theshareholders

TotalNo ofEquityShares

No ofshares in

dematform

Totalshareholding as% of total no of

equity shares

No ofShares

Pledged

% ofSharespledged

withrespect

tosharesowned.

1. Shri Pratik H. Patel 5000 Nil 50% Nil N.A.

2. Shri Priyal K. Patel 5000 Nil 50% Nil N.A.

2.8 Abridged version of Audited Consolidated (wherever available) and StandaloneFinancial Information (like Profit& Loss statement, Balance Sheet and Cash Flowstatement) for at least last three years and auditor qualifications, if any.

NA as it’s a newly incorporated company.

2.9 Abridged version of Latest Audited / Limited Review Half yearly consolidated(wherever available) and Standalone Financial Information (like Profit & Lossstatement, and Balance Sheet) and auditors qualifications, if any. *

NA as it’s a newly incorporated company.


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2.10 Any material event/ development or change having implications on thefinancials/credit quality (e.g. any material regulatory proceedings against theIssuer/promoters, tax litigations resulting in material liabilities, corporaterestructuring event etc.) at the time of issue which may affect the issue or theinvestor’s decision to invest / continue to invest in the debt securities.

Nil

2.11 The names of the debenture trustee(s) shall be mentioned with statement to theeffect that debenture trustee(s) has given his consent to the Issuer for hisappointment under regulation 4 (4) and in all the subsequent periodicalcommunications sent to the holders of debt securities.

The Issuer has appointed IL&FS Trust Company Limited as Debenture Trustee of theDebenture Holders pursuant to the Debenture Trust Deed and the Consent Letter dated 29th

July, 2015 to protect the rights, interests and benefits of the Debenture Holders. TheDebenture Trustee shall act in accordance with the Debenture Trust Deed and any otherdocuments executed/to be executed for the Debentures.

IL&FS Trust Company Limited has vide its Consent letter dated July 29th 2015 and theDebenture Trust Deed ,given its consent for its appointment as a Debenture Trustee to theIssue, and for its name to be included in this Disclosure Document and all its subsequentperiodical communications to be sent to the Debentures Holders pursuant to this Issue.

2.12 The detailed rating rationale (s) adopted (not older than one year on the date ofopening of the issue)/ credit rating letter issued (not older than one month on thedate of opening of the issue) by the rating agencies shall be disclosed.

The Debentures are rated as CRISIL B+(SO), by the Rating Agency. The letter from the creditrating agency providing the credit rating has been attached herewith as ANNEXURE 2.

2.13 Copy of consent letter from the Debenture Trustee shall be disclosed.

The consent letter dated 29th July, 2015 is enclosed as Annexure 3.

2.14 Names of all the recognised stock exchanges where the debt securities areproposed to be listed clearly indicating the designated stock exchange.

The Debentures are proposed to be listed on the wholesale debt market (WDM) of the BSE,which will be the designated stock exchange.

The Issuer shall list the Debentures on the WDM of the BSE simultaneously with theallotment of the Debentures or within 15 (fifteen) Business days from the date of allotment ofthe First Tranche Debentures and the Subsequent Tranche Debentures as the case may be.


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In case the Debentures allotted to the Debenture Holders are not listed within 20 (Twenty)Business Days from the First Deemed Date of Allotment or the Subsequent Deemed Date ofAllotment, as the case may be, for any reason, the Event of Default Cure Period as set out inthe Debenture Trust Deed would not be applicable and the Debenture Trustee shall forthwithbe entitled to exercise any of the rights exercisable by it upon the occurrence of an Event ofDefault. Further, in the event the First Tranche Debentures or Subsequent TrancheDebentures are not listed within 20 (twenty) Business Days from the First Deemed Date ofAllotment or the Subsequent Deemed Date of Allotment respectively, then the Company shallbe liable to pay the Penal Interest.

2.15 Other details

2.16.1 DRR creation - relevant regulations and applicability.

The Issuer shall abide by Applicable Law with respect to creation of Debenture RedemptionReserve pursuant to Section 71 of the Companies Act, 2013, Rule 18 of the Companies(Share Capital and Debentures) Rules, 2014 and all other Applicable Laws, circulars,notifications, guidelines as validly issued from time to time under this Section.

2.16.2 Issue/instrument specific regulations - relevant details (Companies Act, RBIguidelines, etc).

A. Applicable Law

The Issuer shall issue the Debentures in accordance with the provisions of:

i. The Act and the rules framed there under; andii. SEBI Debt Listing Regulations.

A statement containing particulars of the Dates of and Parties to all MaterialContracts/Agreements involving Financial Obligations of the Company

A. Copies of the contracts and documents, referred to below, may be inspected at the RegisteredOffice of the Company between 10.00 a.m. and 12.00 noon on any working day (Monday toFriday) until the date of closing of the Issue.


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Sr.No.

Material Contracts

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

2. Certified true copy of the Special Resolution passed by the shareholders ofthe Company, at the Extra Ordinary General Meeting held on Wednesday,1st July, 2015, approving the overall borrowing limit up to Rs. 1000 crs

3. Certified true copy of the Special Resolution passed by the shareholders ofthe Company, at the Extra Ordinary General Meeting held on Wednesday,1st July, 2015, approving the Private Placement of Non-ConvertibleDebentures.

4. Certified true copy of the Board of Directors passed at its meeting held on20th July, 2015, approving the Issue of 1,400 Non-Convertible Debenturesaggregating to Rs. 140 crores, in one or more tranches.

5 Copy of the letter dated 27th July, 2015 from CRISIL assigning the creditrating to the Debentures

6 Copy of the Tripartite agreement between the Company, Registrar &Transfer Agent and National Securities Depository Limited (NSDL).

7 Copy of the letter dated 29th July, 2015 received from IL&FS TrustCompany Limited granting its consent to act as the trustees for thedebentures to be issued under this disclosure document.

8 Debenture Trust Deed to be entered into with IL&FS Trust CompanyLimited

9 Private Placement Offer Letter (PAS-4)

10 Debenture Subscription Agreement entered into with Investor.

11 Pledge Agreement

12 Corporate Guarantee

13 Personal Guarantee

14 Debenture Trustee Appointment Agreement

Undertaking to use a Common Form of TransferThe issue of the Debentures shall be made in dematerialized form. However, the Company will use acommon transfer form for physical Debentures if at a later stage there is any holding in physical formdue to the Depository giving any investor the option to rematerialize the Debentures.

Information Relating to the Terms of Offer or PurchaseFor information relating to the terms of offer or purchase, please refer to the terms and conditions ofthe Debentures as set out in Annexure I (Term Sheet).

Summary Term SheetFor terms and conditions of the Debentures, see Annexure I (Term Sheet).


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YOU SHOULD READ THE TERMS OF THESE DEBENTURES CAREFULLY AND CONSIDER THERISK INVOLVED BEFORE PURCHASING THESE DEBENTURES.

B. Undertaking by the Issuer

The Issuer undertakes that:

The complaints received in respect of the Issue shall be attended to by the Issuerexpeditiously and satisfactorily;

In the event the Debentures are held in physical form, it shall use a common form oftransfer for the instrument;

It shall forward the details of utilization of the funds raised through the Debentures (onlytill actual utilization of the funds), duly certified by the Chartered Accountant, to theDebenture Trustee at the end of each year;

It shall disclose the complete name and address of the Debenture Trustee in its annualreport;

It shall mention the name and details of the Debenture Trustee in all the subsequentperiodical communications sent to the Debenture Holders;

It shall provide a compliance certificate to the Debenture Trustee on behalf of theDebenture Holders (on a half yearly basis) in respect of compliance with the terms andconditions of the issue of Debentures as contained in the Debenture Documents;

It shall furnish a confirmation certificate to the Debenture Trustee on behalf of theDebenture Holders(on a half yearly basis) in respect of compliance with the terms andconditions of Issue as contained in this Disclosure Document;

It shall send a copy of every notice / communication sent by it to any regulatory authoritypertaining to this Issue, to the Debenture Trustee;

It shall comply with the terms and conditions incorporated in the Debenture Documents.


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SECTION 3: DETAILS OF THE TRANSACTION STRUCTURE

Proposed Issue and use of proceeds

The Company proposes to issue up to 1400 (One Thousand Four Hundred) Debentures of face valueof INR 10,00,000/- (Rupees Ten Lac only) each, aggregating to INR 140,00,00,000/- (Rupees OneHundred Forty Crore only) on private placement basis in multiple tranches having a tenor upto 42months from the First Deemed Date of Allotment.

The Company shall utilize the proceeds of the Issue for Land acquisition, stamp duty and registrationcharges, tenancy vacation charges, construction funding of the project and general corporaterequirements. The proceeds of the Issue will be deposited in the Subscription Account and utilised inthe manner provided in the Term Sheet.

SecurityThe Debentures will be secured by-

First and pari-passu Charge, on the project land and development thereon; First and pari-passu charge over present and future receivables of the Issuer from the mortgaged

properties All receivables to be deposited in Issuer’s Collection A/c with Investor representatives being a joint

signatory for Collection A/c Investor representatives to be a joint signatory for Construction A/c Corporate Guarantee of Rajesh Construction Company Private Limited and Rajesh Unispaces

Private Limited Personal Guarantee of Mr. Harish R. Patel and Mr. Rajesh R. Patel Post Dated Cheques (PDCs) of the Rajesh Construction Company Private Limited and the Issuer

towards capital + guaranteed returns: to be released on each tranche of Investment Pledge of all the shares held by promoters in the Issuer

Issue Time Table

This Disclosure Document is dated July 30, 2015 and shall be valid for a period of 180 (one hundredand eighty days) days from the said date. The Company shall have the sole discretion to issue suchnumber of Debentures on such terms as it may deem fit.

Offer Opening Date for First Tranche Debentures 31st July, 2015

Offer Closing Date for First Tranche Debentures 3rd August, 2015

Pay in Dates 31st July, 2015 to 3rd August, 2015

First Deemed Date of Allotment 3rd August, 2015

The Issue time table for Subsequent Tranche Debentures shall be reflected in the Addendum toDisclosure Document to be issued for Subsequent Tranche Debentures. The Company, at its sole andabsolute discretion, reserves the right to vary these dates without giving any reasons or prior notice.The Issuer proposes to list the Debentures on the WDMS of BSE.


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Deemed Date of AllotmentThe term “Deemed Date of Allotment” shall mean and include the First Deemed Date of Allotmentand Subsequent Tranche Date of Allotment. The First Deemed Date of Allotment of the First TrancheDebentures will be 3rd August, 2015. The Deemed Date of Allotment for Second Tranche Debenturesshall be reflected in the Addendum to Disclosure Document.

The Issuer reserves the right to keep multiple allotment dates/deemed dates of allotment at its soleand absolute discretion and without any notice. In case, the offer closing date of the First TrancheDebentures is changed (advanced/postponed), the First Tranche Deemed Date of Allotment, may alsobe changed(advanced/ postponed), by the Issuer at its sole and absolute discretion. The Companyshall, at its sole discretion, decide the quantum of amount to be allotted or retained under this Issue.


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SECTION 4: RISKS

The following are the risks relating to the Issuer, the Debentures and the market in generalenvisaged by the management of the Issuer. Potential investors should carefully consider all the riskfactors in this Disclosure Document for evaluating the Issuer and its business and the Debenturesbefore making any investment decision relating to the Debentures. The Issuer believes that thefactors described below represent the principal risks inherent in investing in the Debentures, but doesnot represent that the statements below regarding risks of holding the Debentures are exhaustive.The ordering of the risk factors is intended to facilitate ease of reading and reference and does not inany manner indicate the importance of one risk factor over another. Investors should also read thedetailed information set out elsewhere in this Disclosure Document and reach their own views prior tomaking any investment decision.

Please note that unless specified or quantified in the relevant risk factors, the Company is not in aposition to quantify the financial or other implications of any risk mentioned herein below:

A. Repayment of principal or coupon or redemption premium is subject to the creditrisk of the Company.Potential investors should be aware that receipt of the coupon, principal amount and any otheramounts that may be due in respect of the Debentures is subject to the credit risk of theCompany and the potential investors assume the risk that the Issuer may not be able to satisfytheir obligations under the Debentures. In the event that bankruptcy proceedings orcomposition, scheme of arrangement or similar proceedings to avert bankruptcy are institutedby or against the Company, the payment of sums due on the Debentures may be substantiallyreduced or delayed.

B. Debentures may be illiquid in the secondary marketThe Debentures may be very illiquid and no secondary market may develop in respect thereof.Even if there is a secondary market for the Debentures, it is not likely to provide significantliquidity. Potential Investors may have to hold the Debenture until redemption to realize anyvalue.

C. Credit Risk & Rating Downgrade RiskThe Credit Rating Agency has assigned the credit ratings to the Debentures. In the event ofdeterioration in the financial health of the Issuer, there is a possibility that the rating agencymay downgrade the rating of the Debentures. In such cases, the Issuer may not be in aposition to meet its financial commitments in respect of the Debentures.

D. Tax Considerations and Legal ConsiderationsSpecial tax considerations and legal considerations may apply to certain types of potentialinvestors. Potential investors are urged to consult with their own financial, legal, tax and other


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professional advisors to determine any financial, legal, tax and other implications of thisinvestment.

E. Accounting ConsiderationsSpecial accounting considerations may apply to certain types of taxpayers. Potential Investorsare urged to consult with their own accounting advisors to determine implications of thisinvestment.

F. Material changes in regulations to which the Company are subject could impair theCompany’s ability to meet payments or other obligations.The Company is subject generally to changes in Indian law, as well as to changes ingovernment regulations and policies and accounting principles. Any changes in the regulatoryframework could adversely affect the profitability of the Company or its future financialperformance, by requiring structuring of its activities, increasing costs or otherwise.

G. Legality of PurchasePotential investors of the Debentures will be responsible for the lawfulness of the acquisition ofthe Debentures, whether under the laws of the jurisdiction of its incorporation or thejurisdiction in which it operates or for compliance by that potential investor with any law,regulation or regulatory policy applicable to it.

H. Political and Economic Risk In IndiaThe Issuer operates mainly within India and, accordingly, a substantial part of its revenuesare derived from the domestic market. As a result, it is highly dependent on prevailingeconomic conditions in India and its results of operations are significantly affected by factorsinfluencing the Indian economy. An uncertain economic situation, in India and globally, couldresult in a slowdown in economic growth, investment and consumption. A slowdown in therate of growth in the Indian economy could result in lower demand for credit and otherfinancial products and services and higher defaults. Any slowdown in the growth or negativegrowth of sectors where the Issuer has a relatively higher exposure could adversely impact itsperformance. Any such slowdown could adversely affect its business, prospects, results ofoperations and financial condition.

I. Property recordsProperty records in India have not been fully computerized and are generally maintainedmanually through physical records of all and related documents, which are also manuallyupdated. This updating process can take a significant amount of time and can result ininaccuracies or errors and increase the difficulty of obtaining property records and/or materiallyimpact our ability to rely on them.


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J. Regulatory RiskReal estate projects are exposed to various regulatory changes (including but not limited to FSIapprovals, construction linked approvals, approvals from Ministry of Environments andForests, project development, height approvals, completion certificates/occupation certificate).

K. Project Related RisksThe Project carries associated risks and delays which could hamper the cash flows from theProject and thus the ability of the Issuer to meet its servicing obligations.

L. LitigationsLitigations, especially property litigations, in India can be uncertain and resolution of the samemay take several years and be subject to considerable expenses.

M. Exercise of powers by the Debenture Trustee is subject to equitable principles andsupervisory powers of courts.The exercise by the Debenture Trustee of the powers and remedies conferred on it under theDebentures, and the Debenture Documents, or otherwise vested in it by law, will be subject togeneral equitable principles, the general supervisory powers and discretion of the Indian courtsin the context thereof and the obtaining of any necessary governmental or regulatory consents,approvals, authorizations or orders.


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SECTION 5: OTHER INFORMATION AND APPLICATION PROCESS

The Debentures being offered as part of the Issue are subject to the provisions of the Act, theMemorandum and Articles of Association of the Issuer, the terms of this Disclosure Document,Application Form and other terms and conditions as may be incorporated in the DebentureDocuments.

A. Mode of Transfer/Transmission of DebenturesThe Debentures shall be transferable freely. However, it is clarified that Investor shall beentitled to transfer the Debentures only to persons who are Eligible Investors. The Debenturesshall be transferred and/or transmitted in accordance with the applicable provisions of the Actand other Applicable Laws including the rules/procedures as prescribed by the relevantDepositories and the relevant DPs of the transferor or transferee. The transferee(s) shouldensure that the transfer formalities are completed prior to the Record Date. Amounts Due inrelation to the Debentures will be paid to the Person, whose name appears in the register ofdebenture holders maintained by the Depositories as on the Record Date (“Register ofDebenture Holders”). In cases where the transfer formalities have not been completed bythe 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 indematerialised form shall be followed for transfer of these Debentures. The seller should givedelivery instructions containing details of the buyer’s DP account to its DP.

B. Debentures held in Dematerialised FormThe Debentures shall be held in dematerialised form and no action is required on the part ofthe Debenture Holder(s) for redemption purposes and the redemption proceeds will be paid bycheque/fund transfer/RTGS to those Debenture Holder(s) whose names appear on the list ofbeneficiaries maintained by the R&T Agent. The names would be as per the R&T Agent’srecords on the Record Date fixed for the purpose of redemption. All such Debentures will besimultaneously redeemed through appropriate debit corporate action.

The list of beneficiaries as of the Record Date setting out the relevant beneficiaries’ name andaccount number, address, bank details and DP’s identification number will be given by the R&TAgent to the Issuer. If permitted, the Issuer may transfer payments required to be made in anyrelation by Direct Credit/ECS/EFT/RTGS to the bank account of the Debenture Holder(s) forredemption payments.

C. Debenture Trustee for the Debenture Holder(s)The Issuer has appointed IL&FS Trust Company Limited to act as debenture trustee for theDebenture Holder(s). The Issuer and the Debenture Trustee have entered into/ intends toenter into the Debenture Trust Deed inter alia, specifying the powers, authorities andobligations of the Debenture Trustee and the Issuer. The Debenture Holder(s) shall, withoutfurther act or deed, be deemed to have irrevocably given their consent to the DebentureTrustee or any of its agents or authorized officials to do all such acts, deeds, matters andthings in respect of or relating to the Debentures as the Debenture Trustee may in its absolutediscretion deem necessary or require to be done in the interest of the Debenture Holder(s).


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Any payment made by the Issuer to the Debenture Trustee on behalf of the DebentureHolder(s) shall discharge the Issuer pro-tanto to the Debenture Holder(s). The DebentureTrustee will protect the interest of the Debenture Holder(s) in regard to the repayment ofprincipal and yield thereon and they will take necessary action, subject to and in accordancewith the Debenture Trust Deed, at the cost of the Issuer. No Debenture Holder shall be entitledto proceed directly against the Issuer unless the Debenture Trustee, having become so boundto proceed, fails to do so. The Debenture Trust Deed read with the Debenture SubscriptionAgreement, shall more specifically set out the rights and remedies of the Debenture Holder(s)and the manner of enforcement thereof.

D. Sharing of InformationThe Issuer may, at its option, but subject to Applicable Laws, use on its own, as well asexchange, share or part with any financial or other information about the Debenture Holder(s)available with the Issuer, with its subsidiaries and affiliates and other banks, financialinstitutions, credit bureaus, agencies, statutory bodies, as may be required and neither theIssuer nor its subsidiaries and affiliates nor their agents shall be liable for use of the aforesaidinformation.

E. Debenture Holder not a shareholderThe Debenture Holder(s) shall not be entitled to any right and privileges of shareholders otherthan those available to them under the Act and the Debenture Subscription Agreement entered/ to be entered into with the Investor.

F. Modification of DebenturesThe Debenture Trustee and the Issuer will agree to make any modifications in the DisclosureDocument which in the opinion of the Debenture Trustee is of a formal, minor or technicalnature or is to correct a manifest error.

Any other change or modification to the terms of the Debentures shall require approval of theDebenture Holders by way of a Special Resolution.

For the avoidance of doubt, the following matters require the consent of Debenture Holders byway of a Ordinary Resolution, either by providing their express consent in writing or by way ofa resolution at a duly convened meeting of the Debenture Holders:

a. Creating of any additional security; and

b. Amendment to the terms and conditions of the Debentures or the Debenture Documents,including but not limited to the coupon, the term of the Debentures and the amountpayable on redemption of the Debentures, including premium on redemption.

G. Right to accept or reject Applications


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The Board of Directors/Committee of Directors reserves its full, unqualified and absolute rightto accept or reject any application for subscription to the Debentures, in part or in full, withoutassigning any reason thereof.

H. NoticesAny notice may be served by the Issuer/ Debenture Trustee upon the Debenture Holdersthrough registered post, recognized overnight courier service, hand delivery or by facsimiletransmission addressed to such Debenture Holder at its/his registered address or facsimilenumber.

All notice(s) to be given by the Debenture Holder(s) to the Issuer/ Debenture Trustee shall besent by registered post, recognized overnight courier service, hand delivery or by facsimiletransmission to the Issuer or to such persons at such address/ facsimile number as may benotified by the Issuer from time to time through suitable communication. All correspondenceregarding 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) days afterposting; (b) 1 (one) Business Day after delivery by recognized overnight courier service, if sentfor next Business Day delivery; (c) in the case of facsimile at the time when dispatched with areport confirming proper transmission; or (d) in the case of personal delivery, at the time ofdelivery.

I. Issue ProcedureOnly Eligible Investors as given hereunder may apply for the Debentures by completing theApplication Form in the prescribed format in block letters in English as per the instructionscontained therein. The minimum number of Debentures that can be applied for and themultiples thereof shall be set out in the Application Form. No application can be made for afraction of a Debenture. Application forms should be duly completed in all respects andapplications not completed in the said manner are liable to be rejected. The name of theapplicant’s bank, type of account and account number must be duly completed by theapplicant. This is required for the applicant’s own safety and these details will be printed on therefund orders and /or redemptions warrants.

The applicant should transfer payments required to be made in any relation by DirectCredit/EFT/RTGS, or raising ‘payable-at-par’ warrants/ cheque to the bank account of theIssuer as per the details mentioned in the Application Form.

J. Application ProcedurePotential Investors will be invited to subscribe by way of the Application Form prescribed in theDisclosure Document during the period between the Issue Opening Date and the Issue ClosingDate (both dates inclusive) for the First Tranche Debentures and Subsequent TrancheDebentures. The Issuer reserves the right to change the issue schedule including the DeemedDate of Allotment at its sole discretion, without giving any reasons or prior notice. The Issuewill be open for subscription during the banking hours on each day during the period coveredby the Issue Schedule.


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K. Fictitious ApplicationAll fictitious applications will be rejected. Attention of the applicants is specifically drawn to theprovisions of sub-section (1) of section 38 of the Companies Act, 2013 which is reproducedbelow for reference - “Any person who—(a) makes or abets making of an application in a fictitious name to a company for acquiring,

or subscribing for, its securities; or

(b) makes or abets making of multiple applications to a company in different names or indifferent combinations of his name or surname for acquiring or subscribing for itssecurities; or

(c) otherwise induces directly or indirectly a company to allot, or register any transfer of,securities to him, or to any other person in a fictitious name.

shall be liable for action under section 447.

L. Basis of AllotmentNotwithstanding anything stated elsewhere, Issuer reserves the right to accept or reject anyapplication, in part or in full, without assigning any reason. Subject to the aforesaid, in case ofover subscription, priority will be given to Investors on a first come first serve basis. TheInvestors will be required to remit the funds as well as submit the duly completed ApplicationForm along with other necessary documents to Issuer by the Deemed Date of Allotment.

M. Payment InstructionsThe Application Form should be submitted directly. The entire amount of Rs.10,00,000/-(Rupees Ten Lac only) per Debenture is payable along with the making of an application.Applicants can remit the application amount through Direct Credit/ECS/EFT/RTGS or by raising‘payable-at-par’ warrants/ cheques on Pay-in Date. The relevant details of the Issuer are asunder:

Beneficiary Name : Rajesh Housing Private LimitedBank Account No. : 108605000948IFSC CODE : ICIC0001086Bank Name : ICICI BankBranch Address :J B Nagar Branch, Andheri Kurla Road, Andheri (E), Mum – 59


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N. Eligible InvestorsThe following categories of Investors, when specifically approached, are eligible to apply forthis private placement of Debentures subject to fulfilling their respective investmentnorms/rules and compliance with laws applicable to them by submitting all the relevantdocuments along with the Application Form (“Eligible Investors”):

1. Qualified Institutional Buyers (“QIBS”):

a. Mutual Funds;b. Public Financial Institutions specified in Section 2(72) of the Companies Act 2013;c. Scheduled Commercial Banks;d. State Industrial Development Corporations;e. Insurance Companies registered with the Insurance Regulatory and Development

Authority;f. Provident Funds and Pension Funds with minimum corpus of Rs. 25.00 crore;g. National Investment Funds set up by resolution no. F. No. 2/3/2005-DDII dated

November 23, 2005 of the Government of India published in the Gazette of India;h. Insurance funds set up and managed by army, navy or air force of the Union of

India.i. Venture Capital Fund(s) (VCF), Alternative Investment Fund(s) (AIF), Portfolio

Management Scheme(s) (PMS) etc.

2. Non - QIBS:

a. Companies and Bodies Corporate authorized to invest in bonds/ debentures;b. Co-operative Banks and Regional Rural Banks authorized to invest in bonds/

debentures;c. Gratuity Funds and Superannuation Funds;d. Provident Funds and Pension Funds with corpus of less than Rs.25.00 crore;e. Societies authorized to invest in bonds/ debentures;f. Trusts authorized to invest in bonds/ debentures;g. Statutory Corporations/ Undertakings established by Central/ State legislature

authorized to invest in bonds/ debentures

All Investors are required to comply with the relevant regulations/guidelines applicable to themfor investing in this Issue of Debentures.

Note: Participation by potential Investors in the Issue may be subject to statutory and/orregulatory requirements applicable to them in connection with subscription to Indian securitiesby such categories of persons or entities. Applicants are advised to ensure that they complywith all regulatory requirements applicable to them, including exchange controls and otherrequirements. Applicants ought to seek independent legal and regulatory advice in relation tothe laws applicable to them.


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N. Procedure for Applying for Dematerialised Facilitya. The applicant must have at least one beneficiary account with any of the DPs of

NSDL/CDSL prior to making the application.

b. The applicant must necessarily fill in the details (including the beneficiary account numberand DP - ID) appearing in the Application Form under the heading “Details for Issue ofDebentures in Electronic/Dematerialised Form”.

c. Debentures allotted to an applicant will be credited to the applicant’s respectivebeneficiary account(s) with the DP.

d. For subscribing to the Debentures, names in the Application Form should be identical tothose appearing in the details in the Depository. In case of joint holders, the names shouldnecessarily be in the same sequence as they appear in the account details maintained withthe DP.

e. If incomplete/incorrect details are given under the heading “Details for Issue ofDebentures in Electronic/Dematerialised Form” in the Application Form, it will be deemedto be an incomplete application and the same may be held liable for rejection at the solediscretion of the Issuer.

f. For allotment of Debentures, the address, nomination details and other details of theapplicant as registered with his/her DP shall be used for all correspondence with theapplicant. The applicant is therefore responsible for the correctness of his/herdemographic details given in the Application Form vis-a-vis those with his/her DP. In casethe information is incorrect or insufficient, the Issuer would not be liable for the losses, ifany.

g. The redemption amount or other benefits would be paid to those Debenture Holderswhose names appear on the list of beneficial owners maintained by the R&T Agent as onthe Record Date. In case of those Debentures for which the beneficial owner is notidentified in the records of the R&T Agent as on the Record Date, the Issuer would keep inabeyance the payment of the redemption amount or other benefits, until such time thatthe beneficial owner is identified by the R&T Agent and conveyed to the Issuer,whereupon the redemption amount and benefits will be paid to the beneficiaries, asidentified.

h. The Debentures shall be directly credited to the beneficiary account as given in theApplication Form and after due verification, allotment advice/ refund order, if any, wouldbe sent directly to the applicant by the Registrar to the Issue but the confirmation of the


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credit of the Debentures to the applicants depository account will be provided to theapplicant by the Depository Participant of the applicant.

i. Non-transferable allotment advice/refund orders will be directly sent to the applicant bythe Registrar to the Issue.

O. Depository ArrangementsThe Issuer shall make necessary arrangement with CDSL and/or NSDL for issue and holding ofDebenture in dematerialised form.

P. List of BeneficiariesThe Issuer shall request the R&T Agent to provide a list of beneficiaries as at the end of eachRecord Date. This shall be the list, which will be used for payment or repayment of redemptionmonies.

Q. Application under Power Of AttorneyA certified true copy of the power of attorney or the relevant authority as the case may bealong with the names and specimen signature(s) of all the authorized signatories of theInvestor and the tax exemption certificate/document of the Investor, if any, must be lodgedalong with the submission of the completed Application Form. Further, modifications/additionsin the power of attorney or authority should be notified to the Issuer or to its agents or to suchother person(s) at such other address(es) as may be specified by the Issuer from time to timethrough a suitable communication.

In case of an application made by companies under a power of attorney or resolution orauthority, a certified true copy thereof along with memorandum and articles of associationand/or bye-laws along with other constitutional documents must be attached to the ApplicationForm at the time of making the application, failing which, the Issuer reserves the full,unqualified and absolute right to accept or reject any application in whole or in part and ineither case without assigning any reason thereto. Names and specimen signatures of all theauthorized signatories must also be lodged along with the submission of the completedApplication Form.

R. Procedure for application by Mutual Funds and Multiple ApplicationsIn case of applications by mutual funds and venture capital funds, a separate application mustbe made in respect of each scheme of an Indian mutual fund/venture capital fund registeredwith the SEBI and such applications will not be treated as multiple application, provided thatthe application made by the asset management company/trustee/custodian clearly indicatedtheir intention as to the scheme for which the application has been made.

The application forms duly filled shall clearly indicate the name of the concerned scheme forwhich application is being made and must be accompanied by certified true copies of:

a. SEBI registration certificateb. Resolution authorizing investment and containing operating instructions


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c. Specimen signature of authorized signatories

S. Documents to be provided by InvestorsInvestors need to submit the following documents, as applicable -

a. Memorandum and Articles of Association or other constitutional documents

b. Resolution authorising investment

c. Power of Attorney to custodian

d. Specimen signatures of the authorised signatories

e. Copy of PAN card

f. Application Form (including Direct Credit/ECS/EFT/RTGS details)

T. Applications to be accompanied with Bank Account DetailsEvery application shall be required to be accompanied by the bank account details of theapplicant and the magnetic ink character reader code of the bank for the purpose of availingdirect credit of redemption amount and all other amounts payable to the Debenture Holder(s)through Direct Credit/ECS/EFT/RTGS or by raising ‘payable-at-par’ warrants/ cheques.

U. SuccessionIn the event of winding-up of the holder of the Debenture(s), the Issuer will recognize theexecutor or administrator of the concerned Debenture Holder(s), or the other legalrepresentative as having title to the Debenture(s). The Issuer shall not be bound to recognizesuch executor or administrator or other legal representative as having title to the Debenture(s),unless such executor or administrator obtains probate or letter of administration or other legalrepresentation, as the case may be, from a court in India having jurisdiction over the matter.

The Issuer may, in its absolute discretion, where it thinks fit, dispense with production ofprobate or letter of administration or other legal representation, in order to recognize suchholder as being entitled to the Debenture(s) standing in the name of the concerned DebentureHolder on production of sufficient documentary proof and/or an indemnity.

V. Mode of PaymentAll payments must be made through Direct Credit/ECS/NEFT/RTGS or by raising ‘payable-at-par’ warrants/ cheques, as set out in the Application Form.

W. Tax Deduction at SourceTax as applicable under the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof will be deducted at source in respect of any payments to be made inrelation to this issue. For seeking TDS exemption/lower rate of TDS, relevantcertificate/document must be lodged by the debenture holders at the office of the TransferAgents of the Company at least 15 (Fifteen) days before the relevant payment becoming due.

X. Record DateShall be 15 (fifteen) days prior to each Coupon Payment Date and Redemption Date. In case ofredemption of Debentures, the trading in the Debentures shall remain suspended between the


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Record Date and the Redemption Date. Coupon payment and principal repayment shall bemade to the person whose name appears as beneficiary with the Depositories as on RecordDate. In the event of the Issuer not receiving any notice of transfer at least 15 (fifteen) daysbefore the respective Coupon Payment Date and Redemption Date, the transferees for theDebentures shall not have any claim against the Issuer in respect of amount so paid to theregistered Debenture Holders.

Y. RefundsFor applicants whose applications have been rejected or allotted in part, refund orders will bedispatched within seven days from the Deemed Date of Allotment of the Debentures.

In case the Issuer has received money from applicants for Debentures in excess of theaggregate of the application money relating to the Debentures in respect of which allotmentshave been made, the Registrar shall upon receiving instructions in relation to the same fromthe Issuer repay the moneys to the extent of such excess, if any.

Z. PAN NumberEvery applicant should mention its PAN allotted under the IT Act, on the Application Form andattach a self-attested copy as evidence. Application forms without PAN will be consideredincomplete and are liable to be rejected.

AA. Payment on RedemptionPayment on redemption/ Mandatory Redemption will be made by way of cheque(s)/redemptionwarrant(s)/demand draft(s)/credit through RTGS system/funds transfer in the name of theDebenture Holder(s) whose names appear on the list of beneficial owners given by theDepository to the Issuer as on the Record Date.

The Debentures shall be taken as discharged on payment of the redemption amount by theIssuer on Maturity to the registered Debenture Holder(s) whose name appears in the Registerof Debenture Holder(s) on the Record Date. On such payment being made, the Issuer willinform NSDL/CDSL and accordingly the account of the Debenture Holder(s) with NSDL/CDSLwill be adjusted.

On the Issuer dispatching the amount as specified above in respect of the Debentures, theliability of the Issuer shall stand extinguished.

BB. Governing LawThe Debentures are governed by and will be construed in accordance with Indian law. TheIssuer and the Debentures Trustee’s obligations under the Debentures shall, at all times, besubject to the directions of the RBI and the SEBI. The Debenture holders, by purchasing theDebentures, agree that the courts in Mumbai shall have exclusive jurisdiction with respect toany matters relating to the Debentures.


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CC. Litigation And Other ConfirmationsThe Company has not been -

a. Prohibited from accessing the capital markets under any order or direction passed by SEBIand no penalty has been imposed at any time by any of the capital market regulators inIndia or abroad;

b. Subject to any penalties to disciplinary action or investigation by SEBI or the stockexchanges, nor has any appropriate regulatory or legal authority found any probablecause for enquiry, adjudication, prosecution or other regulatory action.

c. Refused listing of the Equity Shares or failed to meet the listing requirements of any stockexchanges, in India or abroad.

d. Found to be non-compliant with securities laws.

FF. General Informationa. Name and Address of the Registered Office/Head Office of the Issuer

Name of the Issuer M/s Rajesh Housing Pvt Ltd

Registered Office of theIssuer

139, Seksaria Chambers, N M Road, Fort, Mumbai –400023

Company IdentificationNumber

U70102MH2015PTC261258

Corporate Office R B House, MIDC Cross Road ‘B’, Off Andheri KurlaRoad, J B Nagar Jn, Andheri (E), Mumbai – 400 059

Registered office 139, Seksaria Chambers, N M Road, Fort, Mumbai –400023

b. Names and Address of the Directors of the Issuer

NameDesignation &

DINAge

(years)Residential

AddressDetails of other

directorshipShri Pratik H.

Patel01612266 32 1202, Kalindi,

NeelkanthValley,

RajawadiRoad No. 7,Ghatkopar

(East),Mumbai -400077

Mentioned above

Shri Priyal K.Patel

00695485 35 1302,Kukreja

Palace, 'E'Wing,

VallabhBaug, Lane

Mentioned above


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NameDesignation &

DINAge

(years)Residential

AddressDetails of other

directorshipExtension,Ghatkopar

(East),Mumbai -400077,

Maharashtra,India

c. Compliance Officer: Mr. Jignesh Waghela

d. Contact No: 022 67359900

e. Auditors: A J Kanakia & Co., Chartered Accountants

f. Debenture Trustee: IL&FS Trust Company Limited

g. Bank: ICICI Bank

h. Registrar and Transfer Agent: Sharepro Services (I) Pvt Ltd

Disclaimer: Please note that only those persons to whom this Disclosure Document has beenspecifically addressed are eligible to apply. However, an application, even if complete in all respects, isliable to be rejected without assigning any reason for the same. The list of documents provided aboveis only indicative, and an Investor is required to provide all those documents / authorizations /information, which are likely to be required by the Issuer. The Issuer may, but is not bound to revertto any Investor for any additional documents / information, and can accept or reject an application asit deems fit. Investment by Investors falling in the categories mentioned above are merely indicativeand the Issuer does not warrant that they are permitted to invest as per extant laws, regulations, etc.Each of the above categories of Investors is required to check and comply with extantrules/regulations/ guidelines, etc. Governing or regulating their investments as applicable to them andthe Issuer is not, in any way, directly or indirectly, responsible for any statutory or regulatorybreaches by any Investor, neither is the Issuer required to check or confirm the same.


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ANNEXURE – ITERM SHEET

Issuer Rajesh Housing Private LimitedType of Instrument Listed Zero Coupon Cumulative Secured Non Convertible

Debentures (NCDs)Nature of Instrument SecuredSeniority SeniorMode of Issue Private placementInvestor ASK Real Estate Special Opportunities FundListing (including name of stockExchange(s) where it will be listed andtimeline for listing)

Listing on BSE

Rating of the Instrument CRISIL B+(SO)Issue Size Rs. 140 crores (Rupees One Hundred and Forty Crores Only)Concerned Project Real estate development on land situated at Harichand Textile

Mills Compound a.k.a. Mehra Compound, Vikhroli, MumbaiObjects of the Issue and details of theutilization of the proceeds

Land acquisition, stamp duty and registration charges,tenancy vacation charges, construction funding of the projectand general corporate requirements

Coupon Rate 0% (Zero percent)Redemption Premium Equivalent to such amounts which will give a fixed Internal

Rate of Return (IRR) of 22.50% on the Investment over theTenor of 42 months. The Returns on investment to becalculated from the date of the application money received bythe issuer.

Coupon compounding N.A.Coupon Payment dates and Frequency At maturityCoupon Type FixedCoupon Cumulative / Non-Cumulative CumulativeDefault Interest Rate Redemption premium shall be calculated at an Internal Rate

Of Return (IRR) of 30% (thirty percent)Tenor 42 (forty two) months from the date of first investmentCall / Put Option Date Not ApplicableDay Count Basis Actual/ ActualRedemption Date Day falling at the end of 42 (forty two) months from the date of

allotmentFace Value and Issue Price Rs.10,00,000/- per DebentureRedemption Amount (including interest)per NCD

Rs. [●]/- per Debenture (NCDs to receive guaranteed InternalRate of Return (IRR) of 22.5% on capital invested over thetenure of the NCDs)

Issue Timing1. Issue Opening Date2. Issue Closing Date3. Pay-in Date4. Deemed Date of Allotment

July 31, 2015Aug 03, 2015July 31, 2015Aug 03, 2015

Issuance mode of the Instrument Demat / Physical (for private placement)Trading mode of the Instrument Demat (for private placement)


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Settlement mode of the Instrument Through RTGS/BankDepository NSDL & CDSLBusiness Day Convention Working dayRecord Date At least 15 days prior to Redemption date.

First and pari-passu charge over present and futurereceivables of the Issuer from the mortgaged properties

First and pari-passu Charge to be issued from time to time,on the project land and development thereon;

All receivables to be deposited in Issuer’s Collection A/cwith Investor representatives being a joint signatory forCollection A/c

Investor representatives to be a joint signatory forConstruction A/c

Corporate Guarantee of Rajesh Construction CompanyPrivate Limited and Rajesh Unispaces Private Limited

Personal Guarantee of Mr. Harish R. Patel and Mr. RajeshR. Patel

Post Dated Cheques (PDCs) of the Rajesh ConstructionCompany Private Limited towards capital + guaranteedreturns: to be released on each tranche of Investment

Pledge of shares held by promoters in the Issuer Rajesh Construction Company Private Limited and Rajesh

Unispaces Private Limited to be a party to the transaction Land can be mortgaged for construction finance provided

the security cover for both OCD and NCD is met.

Aggregate minimum asset cover of 1 time of the principal +interest to be maintained throughout the tenure of the NCDsby way of mortgage and hypothecation.

Charge to be created in favour of Debenture Trustees videDebenture Trust Deed-cum-Mortgage Deed and Deed ofHypothecation.

Transaction Documents Debenture Subscription Agreement Information Memorandum / Private Placement Offer Letter Debenture Trust Deed (including Mortgage and

Hypothecation), Power of Attorney in favour of the Trustee, Corporate Guarantee Personal Guarantee and PDCs.

Conditions Precedent to Disbursement As per the Debenture Subscription AgreementCondition Subsequent to Disbursement As per the Debenture Subscription AgreementEvents of Default As per the Debenture Subscription AgreementRole and Responsibilities ofDebenture Trustee

As per the Debenture Trustee Deed

Collection Account All collections and sale proceeds to come in a specific bankaccount only in which the Investor Representatives will be jointsignatory(ies).


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ANNEXURE 1

APPLICATION FORM

Application form Serial No: Date:To,The Compliance Officer,Rajesh Housing Private Limited139, Seksaria Chambers,Nagindas Master Road,Fort, Mumbai 400023

Dear Sirs,

We have read and understood the Terms and Conditions of the issue of Debentures including the RiskFactors described in the Disclosure Document and have considered these in making our decision toapply for allotment of the First Tranche Debentures to us. The amount payable on application asshown below is remitted herewith. On allotment, please place our name(s) on the Register ofDebenture holder(s). We bind ourselves to the terms and conditions as contained in this DisclosureDocument.

(Please read carefully the instructions on the next page before filling this form)

DetailsSeries First Tranche DebenturesNo. of debenturesapplied (in figures)

No. of debenturesapplied (in words)

Amount (Rs. in figures)


Cheque/DemandDraft/RTGS Details

Date

Drawn on Bank

Applicant’s Name & Address in full (please use capital letters)

Pin Code:

Telephone: Fax: Email:

Contact Person

Status: Banking Company ( ) Insurance Company ( ) Others ( ) – please specify

Name of Authorised Signatory Designation Signature


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Details of Bank AccountBank Name & Branch

Nature of Account

Account No.:

IFSC/NEFT Code

MICR No

Depository DetailsDP Name

DP ID Client ID

(*) We understand that in case of allotment of debentures to us/our Beneficiary Account asmentioned above would be credited to the extent of debentures allotted.

Taxpayers PAN / GIR No. IT Circle/Ward/District ( ) Not Allotted

Tax Deduction Status ( ) FullyExempt

( ) Tax to be deducted atSource

( ) Yes ( ) No

We understand and confirm that the information provided in the Disclosure Document is provided bythe Issuer and the same has not been verified by any legal advisors to the Issuer, and otherintermediaries and their agents and advisors associated with this Issue. We confirm that we have forthe purpose of investing in First Tranche Debentures carried out our own due diligence and made ourown decisions with respect to investment in the First Tranche Debentures and have not relied on anyrepresentations made by anyone other than the Issuer, if any.

We understand that: i) in case of allotment of First Tranche Debentures to us, our BeneficiaryAccount as mentioned above would get credited to the extent of allotted First Tranche Debentures, ii)the Applicant must ensure that the sequence of names as mentioned in the Application Form matchesthe sequence of name held with our Depository Participant, iii) if the names of the Applicant in thisapplication are not identical and also not in the same order as the Beneficiary Account details with theabove mentioned Depository Participant or if the First Tranche Debentures cannot be credited to ourBeneficiary Account for any reason whatsoever, the Company shall be entitled at its sole discretion toreject the application or issue the First Tranche Debentures in physical form.

We understand that we are assuming on our own account, all risk of loss that may occur or besuffered by us including as to the returns on and/or the sale value of the First Tranche Debenturesand shall not look directly or indirectly to any person to indemnify or otherwise hold us harmless inrespect of any such loss and/or damage. We undertake that upon sale or transfer to subsequentInvestor or transferee (“Transferee”), we shall convey all the terms and conditions contained hereinand in this Disclosure Document to such Transferee. In the event of any Transferee (including anyintermediate or final holder of the First Tranche Debentures) suing the Issuer (or any person actingon its or their behalf) we shall indemnify the Issuer and also hold the Issuer and each of suchaffected person(s) harmless in respect of any claim by any Transferee.

Applicant’s Signature


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(Tear here)______________________________ACKNOWLEDGEMENT SLIPApplication form serial No: _______ Date: ___________

Name of the ApplicantAddress of the Applicant

DetailsSeries First Tranche DebenturesNo of debenturesapplied (in figures(

No. of debenturesapplied (in words)

Amount (Rs. In figures)


Cheque/DemandDraft/RTGS Details

Date

Drawn on Bank

For all further correspondence please contact: The Compliance Officer, Mr. Jignesh Waghela, RajeshHosing Private Limited on 022 - 226707017

INSTRUCTIONS1. You must complete application in full in BLOCK LETTERS IN ENGLISH.2. Your Signatures should be in English or in any of the Indian languages3. Application forms duly completed in all respects, together with Cheques/Pay Order/Demand Draft,must be lodged at the Registered office of the Company.4. In case of payments through RTGS, the payments may be made as follows:Beneficiary Name :Bank Account No. :IFSC CODE :Bank Name :Branch Address :


July 30, 2015

53

ANNEXURE 2

RATING LETTER FROM THE CREDIT RATING AGENCY

[Attached separately]


July 30, 2015

54

ANNEXURE 3

CONSENT LETTER OF THE DEBENTURE TRUSTEE

[Attached separately]


July 30, 2015

55

ANNEXURE 4ILLUSTRATION

Disclosure of cash flows (pursuant to SEBI Circular no. CIR/IMD/DF/18/2013 dated 29th October 2013)Company Rajesh Housing Private LimitedFace Value (per security) Rs.10,00,000/- per instrumentIssue Date Friday, July 31, 2015Redemption Saturday, February 2, 2019Coupon Rate NilRedemption Premium Rs. 10,39,700/-Redemption Value Rs. 20,39,700/-Frequency of the Interest Payment withspecified dates N.A.

Day Count Convention Actual / Actual

Cash Flows Date DayNo. of Days in

Coupon PeriodAmount in Rupees per

debenture of Rs.10 lakhsCoupon Payment N.A. N.A. N.A. N.A.Principal Repayment February 2, 2019 Saturday 42 months Rs. 20,39,700/-