Indian School Finance Company Private Limited (Formerly known as Corporate Deposits and Investments Private Limited) (The “Issuer” incorporated with limited liability under the Companies Act, 1956 as amended from time to time) REGISTERED OFFICE: CORPORATE OFFICE: First Floor, No. 8-2-269/2/52, 502, KLJ Towers, Netaji Subhash Place, Plot No. 52 , Sagar Society Pitampura, Road No.2 ,Banjara Hills New Delhi-110034 Hyderabad – 500 034 Tel: 040-66505000 Tel: 011-47572697/98/99 COMPLIANCE OFFICER: CHIEF OPERATING OFFICER: Mr. Ankur Aggarwal Mr. Ankur Aggarwal E-mail: [email protected] E-mail: [email protected] THE ISSUE ISSUE OF SECURED, RATED, LISTED, TAXABLE, TRANSFERABLE, REDEEMABLE, NON- CONVERTIBLE DEBENTURES OF FACE VALUE OF RS. 5,00,000/- (RUPEES FIVE LAKH) EACH, AGGREGATING TO INR EQUIVALENT OF USD 2.0 MILLION SUBJECT TO A MAXIMUM OF RS. 12,00,00,000/- (RUPEES TWELVE CRORES ONLY) (THE “DEBENTURES”) ON A PRIVATE PLACEMENT BASIS (THE “ISSUE”) BY INDIAN SCHOOL FINANCE COMPANY PRIVATE LIMITED (THE “ISSUER”) (PLEASE SEE SECTION TITLED ISSUE STRUCTURE FOR THE ISSUE STRUCTURE AND FURTHER DETAILS). ISSUE PROGRAMME ISSUE OPENING DATE ISSUE CLOSING DATE ISSUE PAY-IN DATE DEEMED DATE OF ALLOTMENT JULY 23, 2014 JULY 25, 2014 JULY 25, 2014 JULY 25, 2014 REGISTRAR & TRANSFER AGENT DEBENTURE TRUSTEE Sharepro Services (I) Pvt Limited IDBI Trusteeship Services Limited 13 AB Samhita Warehousing Complex, Asian Building, Ground Floor, 2nd Floor, Sakinaka Telephone Exchange, 17, R. Kamani Marg, Off Andheri-Kurla Road, Sakinaka Ballard Estate Andheri (E) - 400072 Mumbai – 400001 Mumbai, Maharashtra, India Maharashtra, India Tel: +91 22 6638 2666 Tel: +91 22 4080 7000 Fax: +91 22 6633 1135 Fax: +91 20 4080 7080 Email: [email protected] Email: [email protected] Contact Person: Nilesh Bhandari Contact Person: Website: http://www.shareproservices.com Website: www.idbitrustee.com Information Memorandum Private & Confidential – For Private Circulation Only Date: 23rd July, 2014 Background This Information Memorandum is related to the Debentures to be issued by Indian School Finance Company Pvt. Ltd. (the “Issuer” or “Company”) on a private placement basis and contains relevant information and disclosures required for the purpose of issuing of the Debentures. The issue of the Debentures comprised in the Issue and described under this Information Memorandum has been authorised by the Issuer through a resolutions passed by the shareholders of the Issuer on July 11, 2014 and the Board of Directors of the Issuer on July 11, 2014 and the Memorandum and Articles of Association of the Company. Pursuant to the resolution passed by the Company’s shareholders dated July 11, 2014 in accordance with provisions of the Companies Act, 2013, the Company has been authorised to borrow, upon such terms and conditions as the Board may think fit for amounts up to INR 40 Crores/- (Rupees Two Hundred Crores only) during FY 2014-15. The present issue of NCDs in terms of this Information Memorandum is within the overall powers of the Board as per the above shareholder resolution(s). This Information Memorandum prepared under SEBI (Issue and Listing of Debt Securities) Regulations 2008 dated June 6, 2008 as amended by the SEBI (Issue and Listing of Debt Securities) (Amendment) Regulations, 2012 dated October 12, 2012, as amended form time to time, for private placement of the Debentures is neither a prospectus nor a statement in lieu of prospectus and does not constitute an offer to the public generally to subscribe for or otherwise acquire the debt securities to be issued by the Issuer. This is only an information brochure intended for private use. GENERAL RISKS Investment in debt and debt related securities involve a degree of risk and investors should not invest in the debt instruments, unless they can afford to take the risks attached to such investments. Investors are advised to read the Information Memorandum carefully before taking an investment decision in this offering. For taking an investment decision, investors must rely on their own examination of the issuer and the offer including the risks involved. The Debentures have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee the accuracy or adequacy of this document. This Information Memorandum has not been submitted, cleared or approved by SEBI. ISSUER’S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Information Memorandum contains all information with regard to the Issuer and the Issue, which is material in the context of the Issue, that the information contained in this Information Memorandum is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Information Memorandum as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. ISSUE STRUCTURE Each Debenture Holder shall subscribe to and hold the Debentures and the debentures issued by the Issuer, under the issue documents, in proportion to the amount of the issuance by the Issuer Occurrence of an Event of Non Compliance (as specified in the Debenture Trust Deed) and/or an Event of Default (as specified in the Debenture Trust Deed) on part of the Issuer shall trigger a default for the Issuer. (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of a Prospectus) P a ge | 1 Information Memorandum Private & Confidential – For Private Circulation Only Date: 23rd July, 2014 LISTING The Debentures to be issued pursuant to this Information Memorandum will be listed on the Wholesale Debt Market segment of the Bombay Stock Exchange. [The Issuer shall make an application for listing within one day from the Deemed Date of Allotment of Debentures and shall have obtained the in-principle approval of the Bombay Stock Exchange for the listing of the Debentures. CREDIT RATING “BB+” (pronounced BB plus) with Stable Outlook by IndiaRating Rating and Research Limited Symbol IND BB+ Instruments with this rating are considered to have some degree of Rating uncertainty regarding timely servicing of financial obligations. Such Definition instruments carry fairly weak credit risk. (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of a Prospectus) P a ge | 2 Information Memorandum Private & Confidential – For Private Circulation Only Date: 23rd July, 2014 TABLE OF CONTENTS 1. DEFINITIONS AND ABBREVIATIONS ................................................................................................ 4 2. DISCLAIMERS .................................................................................................................................... 7 3. RISK FACTORS ................................................................................................................................ 10 3.1 RISKS RELATING TO OUR BUSINESS ...................................................................................... 11 3.2 RISKS RELATING TO THE ISSUE ............................................................................................. 13 3.3 EXTERNAL RISK FACTORS ....................................................................................................... 14 4. REGULATORY DISCLOSURES ..................................................................................................... 16 4.1 ISSUER INFORMATION ........................................................................................................ 16 4.2 ISSUE DETAILS .................................................................................................................... 32 5. FINANCIAL STATEMENTS ............................................................................................................ 36 6. TRANSACTION DOCUMENTS AND KEY TERMS ........................................................................ 38 6.1 TRANSACTION DOCUMENTS .............................................................................................. 38 6.2 REPRESENTATIONS AND WARRANTIES ............................................................................. 39 6.3 COVENANTS ......................................................................................................................... 41 6.4 FURTHER ASSURANCES ..................................................................................................... 46 6.5 SECURITY ............................................................................................................................. 47 6.6 NEGATIVE COVENANTS ...................................................................................................... 48 6.7 EVENTS OF NON COMPLIANCE .......................................................................................... 49 7. APPLICATION AND ISSUE PROCEDURE .................................................................................... 53 8. UNDERTAKINGS AND DECLARATIONS BY THE ISSUER .......................................................... 62 ANNEXURE 1: CREDIT RATING LETTER FROM RATING AGENCY ................................................. 63 ANNEXURE 2: CONSENT LETTER FROM DEBENTURE TRUSTEE .................................................. 65 ANNEXURE 4: IN-PRINCIPLE APPROVAL FROM BSE ..................................................................... 69 ANNEXURE 5: AUDITED FINANCIALS ................................................................................................ 70 (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of a Prospectus) P a ge | 3 Information Memorandum Private & Confidential – For Private Circulation Only Date: 23rd July, 2014 1. DEFINITIONS AND ABBREVIATIONS Term Description Act The Companies Act, 1956, as amended from time to time Allot/ Allotment/ Unless the context otherwise requires or implies, the allotment of the Debentures pursuant to the Issue Allotted The form in which an Investor can apply for subscription to the Application Form Debentures, attached as Annexure [3] to this Information Memorandum. Holder(s) of the Debentures in dematerialized form as defined under Beneficial Owner(s) section 2 of the Depositories Act, 1996 Business Day shall mean a day (other than a public holiday under Business Days Section 25 of the Negotiable Instruments Act, 1881 at Mumbai or a Saturday or a Sunday). Client Loan Each loan made by the Issuer as a lender Credit Rating IndiaRatings and Research Limited or any other credit rating agency, Agency(ies) / Rating appointed from time to time. Agency Simplified debt listing agreement entered into by the Issuer with BSE Debt Listing for listing of the Debentures on the BSE, as amended from time to Agreement time The Date of Allotment of Debentures to the Debenture Holders, in Date of Allotment this case being July 31, 2014 The date on which the Debenture Holders are deemed to enjoy all Deemed Date of rights under the Transaction Documents, in this case being July 23, Allotment 2014 Issue of, senior, secured, rated, listed, taxable, transferable, redeemable non-convertible debentures of face value of Rs Debentures 5,00,000/- (Rupees Five Lakhs Only) each, aggregating INR equivalent of USD 2 Million subject to a maximum of Rs. 12,00,00,000/- (Rupees Twelve Crore Only) The several persons who are for the time being holders of the Debentures and who are entered in the register of Debenture Holders Debenture as mentioned under the Debenture Trust Deed and who will be Holder(s)/Investor(s) subscribing to the Debentures from time to time and to whom this Information Memorandum is furnished Debenture Trust The deed to be dated ________________ executed between the Deed Company and the Debenture Trustee. Debenture Trustee Trustee for the Debenture Holder(s), in this case being IDBI / Trustee Trusteeship Services Limited. Debenture Trustee Securities and Exchange Board of India (Debenture Trustee) Regulations Regulations, 1993, as amended from time to time. Deed of The deed executed by the Company in favour of the Trustee under (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of a Prospectus) P a ge | 4 Information Memorandum Private & Confidential – For Private Circulation Only Date: 23rd July, 2014 Term Description Hypothecation the terms of which the Debentures shall be secured by way of a charge over certain assets of the Company as more particularly defined therein. Agreement to be executed by and between the Debenture Trustee Debenture Trustee and the Company for the purposes of appointment of the Debenture Agreement Trustee to act as debenture trustee in connection with the issuance of the Debentures. The National Securities Depository Limited (NSDL) with whom the Depository(ies) Company has entered into an agreement for keeping and dealing with the Debentures in a dematerialized form. Dematerialized securities (securities that are in electronic form, and Demat not in physical form), with the entries noted by the Depository. Director(s) Director(s) of the Issuer DPID Depository Participant Identification Number. DSC Means digital signature as accepted by the ROC Any date on which the holders of the Debentures are entitled to any Due Date payments, whether on maturity or upon exercise of the option to redeem the Debentures prior to the scheduled Maturity Date. Twelve months period commencing from April 1 of a particular Financial Year / FY calendar year and ending on March 31 of the subsequent calendar year The Government of India or of any state in India or any ministry, department, board, authority, instrumentality, agency, corporation (to the extent acting in a legislative, judicial or administrative Governmental capacity) or commission under the direct or indirect control of such Authority government or any political subdivision of any of them or owned or controlled by the government or any of their subdivisions, or any court, tribunal, judicial or regulatory body within India or any other court, administrative agency or arbitrator. Information Memorandum / This Information Memorandum pursuant to which the Debentures Debt Disclosure are being offered for private placement. Document Such person to whom this Information Memorandum is furnished Investor and who subscribes to this Issue. Issue of, senior, secured, rated, listed, taxable, transferable, redeemable non-convertible debentures of face value of Issue Rs.5,00,000/- (Rupees Five Lakhs Only) each, aggregating INR equivalent of USD 2 Million subject to a maximum of Rs. 12,00,00,000/- (Rupees Twelve Crore Only) Issue Opening Date July 21, 2014 Issue Closing Date July 23, 2014 Issue Pay-in-Date July 23, 2014 Indian School Finance Company Private Limited, bearing Corporate identity Number: U65921AP1994PTC065392 and having Issuer / the its corporate office at 502, KLJ Towers, Netaji Subhash Place, Company Pitampura, New Delhi – 110034 and its registered office at First Floor, No. 8-2-269/2/52, Plot No. 52, Sagar Society Road No. 2, Banjara Hills, Hyderabad – 500034 The portion of the Company’s portfolio of Client Loans that has been Loan Loss Reserves expensed (provisioned for) in anticipation of losses due to default Ltd. Limited (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of a Prospectus) P a ge | 5 Information Memorandum Private & Confidential – For Private Circulation Only Date: 23rd July, 2014 Term Description The written consent obtained from the Debenture Holders representing not less than 50% (Fifty percent) in value of the nominal amount of the Debentures for the time being outstanding; or consent Majority Consent by special resolution duly passed at the meeting of the Debenture Holders convened in accordance with the provisions set out in the Debenture Trust Deed. The effect or consequence of an event, circumstance, occurrence or condition which has caused, as of any date of determination, a material and adverse effect on (i) the financial condition, business or Material Adverse operation of the Issuer; (ii) the ability of the Issuer to perform their Effect obligations under the Transaction Documents; or (iii) the validity or enforceability of any of the Transaction Documents (including the ability of any party to enforce any of its remedies thereunder). July 25, 2017 Maturity Date A mutual fund registered with SEBI under the Securities and Mutual Fund Exchange Board of India (Mutual Funds) Regulations, 1996. NSDL National Securities Depository Limited. The outstanding principal balance of all of the outstanding Client Outstanding Loans of the Issuer including current, delinquent and restructured Portfolio Client Loans, but not Client Loans that have been charged off. It does not include interest receivables and accrued interest PAR The result obtained by dividing Portfolio at Risk by Total Loans. Rating Agency ICRA Limited The date which will be used for determining the Debenture Holders who shall be entitled to receive the amounts due on any Due Date, Record Date which shall be the date falling 15 (Fifteen) calendar Days prior to any Due Date. Registrar/Registrar Registrar to the Issue, in this case being Sharepro Services (I) Pvt to the Issue Limited, RBI The Reserve Bank of India ROC The Registrar of Companies RTGS Real Time Gross Settlement SEBI Securities and Exchange Board of India SEBI Debt Listing The Securities and Exchange Board of India (Issue and Listing of Regulations Debt Securities) Regulations, 2008 as amended from time to time. Stock Exchange / Bombay Stock Exchange Limited BSE Security The security for the Debentures as specified in Annexure I. The outstanding aggregate principal amount of all Client Loans and Total Loans other credit facilities provided by the Company, including securitised assets and managed (non-owned) portfolio; The Debenture Trust Deed, the Guarantee Deed, the Deed of Transaction Hypothecation, the letters issued by the Rating Agency and the Documents Registrar and all other documents in relation to the issuance of the Debentures shall be collectively referred to as the "Transaction (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of a Prospectus) P a ge | 6 Information Memorandum Private & Confidential – For Private Circulation Only Date: 23rd July, 2014 Term Description Documents". WDM Wholesale Debt Market segment of the BSE “we”, “us”, “our” Unless the context otherwise requires, the Issuer * Terms capitalised but not defined in this Information Memorandum shall have the meaning given to the terms in the Debenture Trust Deed and the relevant Transaction Documents. 2. DISCLAIMERS GENERAL DISCLAIMER THIS INFORMATION MEMORANDUM OF PRIVATE PLACEMENT (HEREINAFTER REFERRED TO AS THE “INFORMATION MEMORANDUM” IS NEITHER A PROSPECTUS NOR A STATEMENT IN LIEU OF PROSPECTUS. THE ISSUE OF RATED, SECURED LISTED TAXABLE, TRANSFERABLE, REDEEMABLE NON-CONVERTIBLE DEBENTURES (HEREINAFTER REFERRED TO AS “DEBENTURES”) TO BE ISSUED IS BEING MADE STRICTLY ON A PRIVATE PLACEMENT BASIS. IT IS NOT INTENDED TO BE CIRCULATED TO MORE THAN 49 (FORTY-NINE) PERSONS. MULTIPLE COPIES HEREOF GIVEN TO THE SAME ENTITY SHALL BE DEEMED TO BE GIVEN TO THE SAME PERSON AND SHALL BE TREATED AS SUCH. IT DOES NOT CONSTITUTE AND SHALL NOT BE DEEMED TO CONSTITUTE AN OFFER OR AN INVITATION TO SUBSCRIBE TO THE DEBENTURES ISSUED TO THE PUBLIC IN GENERAL. APART FROM THIS INFORMATION MEMORANDUM, NO OFFER DOCUMENT OR PROSPECTUS HAS BEEN PREPARED IN CONNECTION WITH THE OFFERING OF THIS ISSUE OR IN RELATION TO THE ISSUER NOR IS SUCH A PROSPECTUS REQUIRED TO BE REGISTERED UNDER BY LAW. ACCORDINGLY, THIS INFORMATION MEMORANDUM HAS NEITHER BEEN DELIVERED FOR REGISTRATION NOR IS IT INTENDED TO BE REGISTERED. SINCE THE ISSUE IS BEING MADE ON A PRIVATE PLACEMENT BASIS, THE PROVISIONS OF SECTION 60 OF THE COMPANIES ACT, 1956 SHALL NOT BE APPLICABLE AND ACCORDINGLY, A COPY OF THIS INFORMATION MEMORANDUM IS NOT REQUIRED TO BE FILED WITH THE REGISTRAR OF COMPANIES OR SEBI. THEREFORE, AS PER THE APPLICABLE PROVISIONS OF LAW, A COPY OF THIS INFORMATION MEMORANDUM HAS NOT BEEN FILED WITH OR SUBMITTED TO ROC OR SEBI FOR ITS REVIEW AND/OR APPROVAL. THE ISSUER HAVING MADE ALL REASONABLE INQUIRIES, ACCEPTS RESPONSIBILITY FOR AND CONFIRMS THAT THE INFORMATION CONTAINED IN THIS INFORMATION MEMORANDUM IS TRUE AND CORRECT IN ALL MATERIAL ASPECTS AND IS NOT MISLEADING IN ANY MATERIAL RESPECT, THAT THE OPINIONS AND INTENTIONS EXPRESSED HEREIN ARE HONESTLY HELD AND THAT THERE ARE NO OTHER FACTS, THE OMISSION OF WHICH MAKE THIS DOCUMENT AS A WHOLE OR ANY OF SUCH INFORMATION OR THE EXPRESSION OF ANY SUCH OPINIONS OR INTENTIONS MISLEADING IN ANY MATERIAL RESPECT. THIS INFORMATION MEMORANDUM AND THE CONTENTS HEREOF ARE INTENDED ONLY FOR RECIPIENT(S) WHO HAVE BEEN ADDRESSED DIRECTLY AND SPECIFICALLY THROUGH A COMMUNICATION BY THE ISSUER AND ONLY SUCH RECIPIENTS ARE ELIGIBLE TO APPLY FOR THE DEBENTURES. ALL INVITED ELIGIBLE INVESTORS ARE REQUIRED TO COMPLY WITH THE RELEVANT REGULATIONS/ GUIDELINES APPLICABLE TO THEM FOR INVESTING IN THIS ISSUE. IT IS NOT INTENDED FOR DISTRIBUTION TO ANY OTHER PERSON AND SHOULD NOT BE REPRODUCED BY THE RECIPIENT. NO INVITATION IS BEING MADE TO ANY PERSONS OTHER THAN THE INVITED ELIGIBLE INVESTORS. ANY APPLICATION BY A PERSON OTHER THAN AN INVITED ELIGIBLE INVESTOR SHALL BE REJECTED WITHOUT ASSIGNING ANY REASON. NO PERSON WHO IS IN RECEIPT OF THIS INFORMATION MEMORANDUM SHALL BE ENTITLED TO REPRODUCE OR DISTRIBUTE IN WHOLE OR PART OR MAKE ANY ANNOUNCEMENT IN PUBLIC OR TO A THIRD PARTY REGARDING THE CONTENTS OF THIS INFORMATION MEMORANDUM WITHOUT THE CONSENT OF THE ISSUER. DISCLAIMER OF THE ISSUER (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of a Prospectus) P a ge | 7 Information Memorandum Private & Confidential – For Private Circulation Only Date: 23rd July, 2014 THIS INFORMATION MEMORANDUM HAS BEEN PREPARED TO PROVIDE GENERAL INFORMATION ABOUT THE ISSUER TO POTENTIAL INVESTORS TO WHOM IT IS ADDRESSED AND WHO ARE WILLING AND ELIGIBLE TO SUBSCRIBE TO THE DEBENTURES. THIS INFORMATION MEMORANDUM DOES NOT PURPORT TO CONTAIN ALL THE INFORMATION THAT ANY POTENTIAL INVESTOR MAY REQUIRE. NEITHER THIS INFORMATION MEMORANDUM NOR ANY OTHER INFORMATION SUPPLIED IN CONNECTION WITH THE DEBENTURES IS INTENDED TO PROVIDE THE BASIS OF ANY CREDIT OR OTHER EVALUATION NOR SHOULD ANY RECIPIENT OF THIS INFORMATION MEMORANDUM CONSIDER SUCH RECEIPT A RECOMMENDATION TO PURCHASE ANY DEBENTURES. EACH INVESTOR CONTEMPLATING THE PURCHASE OF ANY DEBENTURES SHOULD MAKE HIS OWN INDEPENDENT INVESTIGATION OF THE FINANCIAL CONDITION AND AFFAIRS OF THE ISSUER, AND HIS OWN APPRAISAL OF THE CREDITWORTHINESS OF THE ISSUER. POTENTIAL INVESTORS SHOULD CONSULT THEIR OWN FINANCIAL, LEGAL, TAX AND OTHER PROFESSIONAL ADVISORS AS TO THE RISKS AND INVESTMENT CONSIDERATIONS ARISING FROM AN INVESTMENT IN THE DEBENTURES AND SHOULD POSSESS THE APPROPRIATE RESOURCES TO ANALYSE SUCH INVESTMENT AND THE SUITABILITY OF SUCH INVESTMENT TO SUCH INVESTOR'S PARTICULAR CIRCUMSTANCES. IT IS THE RESPONSIBILITY OF INVESTORS TO ALSO ENSURE THAT THEY WILL SELL THESE DEBENTURES IN STRICT ACCORDANCE WITH THIS INFORMATION MEMORANDUM, THE TERMS OF THE TRANSACTION DOCUMENTS AND THE LAW, AND ENSURE THAT THE SALE DOES NOT CONSTITUTE AN OFFER TO THE PUBLIC WITHIN THE MEANING OF THE COMPANIES ACT, 1956. NONE OF THE INTERMEDIARIES OR THEIR AGENTS OR ADVISORS ASSOCIATED WITH THIS ISSUE UNDERTAKE TO REVIEW THE FINANCIAL CONDITION OR AFFAIRS OF THE ISSUER DURING THE LIFE OF THE ARRANGEMENTS CONTEMPLATED BY THIS INFORMATION MEMORANDUM OR HAVE ANY RESPONSIBILITY TO ADVISE ANY INVESTOR OR POTENTIAL INVESTOR IN THE DEBENTURES OF ANY INFORMATION AVAILABLE WITH OR SUBSEQUENTLY COMING TO THE ATTENTION OF THE INTERMEDIARIES, AGENTS OR ADVISORS. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED OR INCORPORATED BY REFERENCE IN THIS INFORMATION MEMORANDUM OR IN ANY MATERIAL MADE AVAILABLE BY THE ISSUER TO ANY POTENTIAL INVESTOR PURSUANT HERETO AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE ISSUER. THE INTERMEDIARIES AND THEIR AGENTS OR ADVISORS ASSOCIATED WITH THIS ISSUE HAVE NOT SEPARATELY VERIFIED THE INFORMATION CONTAINED HEREIN. ACCORDINGLY, NO REPRESENTATION, WARRANTY OR UNDERTAKING, EXPRESS OR IMPLIED, IS MADE AND NO RESPONSIBILITY IS ACCEPTED BY ANY SUCH INTERMEDIARY AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED IN THIS INFORMATION MEMORANDUM OR ANY OTHER INFORMATION PROVIDED BY THE ISSUER. ACCORDINGLY, ALL SUCH INTERMEDIARIES ASSOCIATED WITH THIS ISSUE SHALL HAVE NO LIABILITY IN RELATION TO THE INFORMATION CONTAINED IN THIS INFORMATION MEMORANDUM OR ANY OTHER INFORMATION PROVIDED BY THE ISSUER IN CONNECTION WITH THE ISSUE. EACH COPY OF THIS INFORMATION MEMORANDUM IS SERIALLY NUMBERED AND THE PERSON, TO WHOM A COPY OF THE INFORMATION MEMORANDUM IS SENT, IS ALONE ENTITLED TO APPLY FOR THE DEBENTURES. EACH PERSON RECEIVING THIS INFORMATION MEMORANDUM ACKNOWLEDGES THAT: i. SUCH PERSON HAS BEEN AFFORDED AN OPPORTUNITY TO REQUEST AND TO REVIEW AND HAS RECEIVED ALL ADDITIONAL INFORMATION CONSIDERED BY AN INDIVIDUAL TO BE NECESSARY TO VERIFY THE ACCURACY OF OR TO SUPPLEMENT THE INFORMATION HEREIN; AND ii. SUCH PERSON HAS NOT RELIED ON ANY INTERMEDIARY THAT MAY BE ASSOCIATED WITH ISSUANCE OF THE DEBENTURES IN CONNECTION WITH ITS INVESTIGATION OF THE ACCURACY OF SUCH INFORMATION OR ITS INVESTMENT DECISION. THE ISSUER DOES NOT UNDERTAKE TO UPDATE THE INFORMATION MEMORANDUM TO REFLECT SUBSEQUENT EVENTS AFTER THE DATE OF THE INFORMATION MEMORANDUM AND THUS IT SHOULD NOT BE RELIED UPON WITH RESPECT TO SUCH SUBSEQUENT EVENTS WITHOUT FIRST CONFIRMING ITS ACCURACY WITH THE ISSUER. NEITHER THE DELIVERY OF THIS INFORMATION MEMORANDUM NOR ANY SALE OF DEBENTURES MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CONSTITUTE A REPRESENTATION OR CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE ISSUER SINCE THE DATE HEREOF. THIS INFORMATION MEMORANDUM DOES NOT CONSTITUTE, NOR MAY IT BE USED FOR OR IN CONNECTION WITH, AN OFFER OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of a Prospectus) P a ge | 8 Information Memorandum Private & Confidential – For Private Circulation Only Date: 23rd July, 2014 SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION. NO ACTION IS BEING TAKEN TO PERMIT AN OFFERING OF THE DEBENTURES OR THE DISTRIBUTION OF THIS INFORMATION MEMORANDUM IN ANY JURISDICTION WHERE SUCH ACTION IS REQUIRED. THE DISTRIBUTION OF THIS INFORMATION MEMORANDUM AND THE OFFERING AND SALE OF THE DEBENTURES MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS. PERSONS INTO WHOSE POSSESSION THIS INFORMATION MEMORANDUM COMES ARE REQUIRED TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS. DISCLAIMER OF THE STOCK EXCHANGE IT IS TO BE DISTINCTLY UNDERSTOOD THAT FILING OF THIS DISCLOSURE DOCUMENT WITH THE STOCK EXCHANGE SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED OR APPROVED BY THE STOCK EXCHANGE. THE STOCK EXCHANGE DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE ISSUE IS PROPOSED TO BE MADE, OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THIS DISCLOSURE DOCUMENT. DISCLAIMER OF THE SECURITIES & EXCHANGE BOARD OF INDIA THIS INFORMATION MEMORANDUM HAS NOT BEEN FILED WITH OR SUBMITTED TO SEBI. THE DEBENTURES HAVE NOT BEEN RECOMMENDED OR APPROVED BY SEBI NOR DOES SEBI GUARANTEE THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. IT IS TO BE DISTINCTLY UNDERSTOOD THAT THIS INFORMATION MEMORANDUM SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED TO HAVE BEEN APPROVED OR VETTED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY PROPOSAL FOR WHICH THE DEBENTURE ISSUE IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THIS INFORMATION MEMORANDUM. THE ISSUE OF DEBENTURES BEING MADE ON A PRIVATE PLACEMENT BASIS, FILING OF THIS DOCUMENT IS NOT REQUIRED WITH SEBI. DISCLAIMER IN RESPECT OF JURISDICTION THIS ISSUE IS MADE IN INDIA TO INVESTORS AS SPECIFIED UNDER THE CLAUSE ENTITLED “ELIGIBLE INVESTORS” OF THIS INFORMATION MEMORANDUM, WHO SHALL BE SPECIFICALLY APPROACHED BY THE ISSUER. THIS INFORMATION MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR AN INVITATION TO SUBSCRIBE TO DEBENTURES OFFERED HEREBY TO ANY PERSON TO WHOM IT IS NOT SPECIFICALLY ADDRESSED. ANY DISPUTES ARISING OUT OF THIS ISSUE WILL BE SUBJECT TO THE JURISDICTION OF THE COURTS OF MUMBAI. THIS INFORMATION MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR AN INVITATION TO SUBSCRIBE TO THE DEBENTURES HEREIN, IN ANY OTHER JURISDICTION AND TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE AN OFFER OR INVITATION IN SUCH JURISDICTION. 1.1 DISCLAIMER IN RESPECT OF RATING AGENCIES Ratings are opinions on credit quality and are not recommendations to sanction, renew, disburse or recall the concerned bank facilities or to buy, sell or hold any security. The Rating Agency has based its ratings on information obtained from sources believed by it to be accurate and reliable. The Rating Agency does not, however, guarantee the accuracy, adequacy or completeness of any information and is not responsible for any errors or omissions or for the results obtained from the use of such information. Most entities whose bank facilities/instruments are rated by the Rating Agency have paid a credit rating fee, based on the amount and type of bank facilities/instruments. 1.2 ISSUE OF DEBENTURES IN DEMATERIALISED FORM The Debentures will be issued in dematerialised form. The Issuer has made arrangements with the Depositories for the issue of the Debentures in dematerialised form. Investors will have to hold the Debentures in dematerialised form as per the provisions of Depositories Act. The Issuer shall take necessary steps to credit the Debentures allotted to the beneficiary account maintained by the Investor with its depositary participant. The Issuer will make the Allotment to Investors on the Deemed Date of Allotment after verification of the Application Form, the accompanying documents and on realisation of the application money. (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of a Prospectus) P a ge | 9