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Private and Confidential

IM No: ___ Date: 14.08.2013

Shelf Disclosure Document/ Information Memorandum
(For Private Circulation only)

AS PER SCHEDULE I IN ACCORDANCE WITH REGULATION 5(2)(b), REGULATION 19(3),
REGULATION 21 AND REGULATION 21A OF SEBI (ISSUE AND LISTING OF DEBT SECURITIES)
REGULATIONS, 2008 AND SEBI (ISSUE AND LISTING OF DEBT SECURITIES)(AMENDMENT)
REGULATIONS, 2012

Krishna Enterprises (Housing & Infrastructures) India Private Limited (the
Company or Issuer)
32, Second Floor, "PSR Marvel" Bellary Main Road, Adjacent to Canara Bank, Hebbal,
Bangalore, Karnataka 560024
Tel: 080 3000 5500; Fax: 080 3000 5500
Email: info@krishnahomes.com Website: www.krishnahomes.com

SHELF DISCLOSURE DOCUMENT /INFORMATION MEMORANDUM
FOR ISSUE OF DEBENTURES ON A PRIVATE PLACEMENT BASIS (This Disclosure
Document)

This Disclosure Document is neither a prospectus nor a statement in lieu of a prospectus.
This is only an information brochure in the form of a single initial Disclosure Document,
intended for private use and should not be construed to be a prospectus and /or an
invitation to the public for subscription to the NCDs under any law for the time being in
force. This document is in compliance with the applicable requirement of the regulatory
authorities and has been prepared giving details as on 30
th
June 2013. The Company
however retains the right, at its sole and absolute discretion, to change the GENERAL
TERMS AND CONDITIONS in the relevant Addendum to Disclosure Document for each
additional series/tranches of Debentures.

Issue on a Private Placement Basis of Secured To-be- Listed Rated Redeemable 18.4%, Non-
Convertible Debentures with a face value of Rs. 1,000,000/- each, to be issued in multiple
tranches in two or more series vide a supplement documents for each tranche of
debentures (the Addendum to Disclosure Document) aggregating up to Rs. 800,000,000/-
(Rupees Eighty Crores) (the Issue). The issue shall be comprised of an issuance of 550
Series A redeemable fully secured non-convertible debentures of face value of Rs.
10,00,000/- each issued at the Subscription Price to the Debenture Holders for an aggregate
amount of Rs.550,000,000/- (Rupees Fifty Five Crore) (the Series A NCDs) on the First
Closing Date and an additional issuance of up to 250 redeemable fully secured non-
convertible debentures of face value of Rs. 10,00,000/- each issued at the Subscription Price
to the Debenture Holders for an aggregate amount of up to Rs.250,000,000/- (Rupees
Twenty Five Crore) to be issued in one or more series and in one or more tranches (the
Additional NCDs).
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Credit Rating: BWR BB+ (S)

RISK IN RELATION TO THE ISSUE
There has been no formal market for the NCD of the Issuer. No assurance can be given
regarding an active or sustained trading in the NCDs of the Issuer or regarding the price at
which the NCD will trade after listing.

GENERAL RISK

Investment in debt and debt related securities including the debentures, involve a degree of
risk including the risk of default and the potential loss of principal and investors should not
invest any funds in the debt instruments, unless they can afford to take the risk attached to
such investments. Investments in real estate development projects also involve substantial
risks, and potential investors should not invest in the Debentures unless they appreciate the
risks associated with those types of investments. For taking an investment decision,
investors must rely on their own examination of the Issue, the Disclosure Document
(including the documents incorporated herein) and the risk involved. The NCDs have not
been recommended or approved by Securities and Exchange Board of India (SEBI) or the
Anchor Investor nor do SEBI or the Anchor Investor guarantee the accuracy or adequacy of
this disclosure document. This Disclosure Document has not been submitted, cleared or
approved by SEBI. It should be clearly understood that the Company is solely responsible for
the correctness, adequacy and disclosure of all relevant information herein.

ISSUER`S ABSOLUTE RESPONSIBILITY

The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms
that this Disclosure Document (including the documents incorporated herein)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 Disclosure Document 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 Disclosure Document as a whole or any of such information or
the expression of any such opinions or intentions misleading in any material respect.

ISSUE SCHEDULE for SERIES A NCDS
Issue Opens on 21
st
August, 2013 Issue Closes on or before 31
st
August, 2013

The Issue Schedule for each series of the Additional NCDs shall be reflected in the
Addendum to this Disclosure Document to be issued for each such series of the Additional
NCDs.

The Company reserves the right to change the Issue time table including the Date of
Allotment (as defined hereinafter) at its sole discretion, without giving any reasons or prior
notice. The Issue will be open for subscription at the commencement of banking hours and
close at the close of banking hours. The Issue shall be subject to the terms and conditions of
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this Disclosure Document filed with the Stock Exchange and other documents in relation to
the Issue.

CREDIT RATING

Brickworks Rating India Private Limited has assigned its BWR BB+ (SO) rating to NCDs of
Krishna Enterprises (Housing & Infrastructures) India Private Limited.. The rating is not
a recommendation to buy, sell or hold securities and investors should make their own
assessment prior to determining whether to participate in the offer. The ratings may be
subject to revision or withdrawal at any time by the assigned Credit Rating Agency on the
basis of new information and each rating should be evaluated independently of any other
rating. The ratings obtained are subject to revision at any point of time in the future.

LISTING

The NCDs are proposed to be listed on the Bombay Stock Exchange Limited ("BSE" or the
"Stock Exchange"). The BSE has given its 'in-principle' approval to list the NCDs by letter no.
DCS/COMP/SP/IP-PPDI/94/13-14, dated 13
th
August 2013.
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DISCLAIMER

ISSUERS DISCLAIMER
This Disclosure Document is neither a prospectus nor a statement in lieu of a prospectus
under the Companies Act, 1956. The Issue of Debentures is to be listed on the Wholesale
Debt Market (WDM) segment of the Bombay Stock Exchange, officially known as the BSE
Limited (BSE) under this Disclosure document and the Addendum to this Disclosure
Document is being made strictly on a private placement basis. This Disclosure Document is
not intended to be circulated to more than 49 (Forty Nine) person. 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 to the public in general. The issuer while filing the
Addendum to this Disclosure Document with respect to issuance of each such series of
debentures under this Disclosure Document shall include in such Addendum to the
Disclosure Document the details of that particular series and material changes, if any, to the
information already provided in this Disclosure Document.

This Issue is made in India to investors as specified under clause Who Can Apply of this
Disclosure Document, who shall be specifically approached by the Company. This Disclosure
Document 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.

Neither this Disclosure Document nor any other information supplied in connection with the
Debentures is intended to provide the basis of any credit or other evaluation and any
recipient of this Disclosure Document should not consider such receipt, a recommendation
to purchase any Debentures. Each Investor contemplating purchasing any Debentures
should make its own independent investigation of the financial condition and affairs of the
Issuer, and its 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 analyze such investment and the suitability of such investment
to such Investor's particular circumstances.

The Issuer confirms that, as of the date hereof, this Disclosure Document (including the
documents incorporated by reference herein, if any) contains all information that is material
in the context of the Issue and issue of the Debentures, is accurate in all material respects
and does not contain any untrue statement of a material fact or omit to state any material
fact necessary to make the statements herein, in the light of the circumstances under which
they are made, and are not misleading. No person has been authorized to give any
information or to make any representation not contained or incorporated by reference in
this Disclosure document and/or Addendum under this Disclosure document or in any
material made available by the Issuer to any potential Investor pursuant hereto and, if given
or made, such information or representation must not be relied upon as having been
authorized by the Issuer.

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This Disclosure document and the contents hereof are restricted only for the intended
recipient(s) who have been addressed directly and specifically through a communication by
the Company, and only such recipients are eligible to apply for the Debentures. All Investors
are required to comply with the relevant regulations/guidelines applicable to them for
investing in this Issue. The contents of this Disclosure Document are intended to be used
only by those Investors to whom it is distributed. It is not intended for distribution to any
other person and should not be reproduced by the recipient.

No invitation is being made to any persons other than those to whom application forms
along with this Disclosure Document being issued have been sent. Any application by a
person to whom the Disclosure Document has not been sent by the Issuer shall be rejected
without assigning any reason.

The person who is in receipt of this Disclosure Document and the Addendum to Disclosure
to Documents shall not reproduce or distribute in whole or part or make any announcement
in public or to a third party regarding the contents without the consent of the Issuer.

The Issuer does not undertakes to update the Disclosure Document to reflect subsequent
events after the date of the Disclosure Document 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 Disclosure Document 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 Disclosure Document and Addendum under this Disclosure Document do not
constitute, nor may it be used for or in connection with, an offer or solicitation by anyone in
any jurisdiction in which such offer or solicitation is not authorized or to any person to
whom it is unlawful to make such an offer or solicitation. No action is being taken to permit
an offering of the Debentures or the distribution of this Disclosure Document and
Addendum to Disclosure Documents in any jurisdiction where such action is required.
Persons into whose possession this Disclosure Document and the Addendum to Disclosure
Documents comes are required to inform themselves about and to observe any such
restrictions. The Disclosure Document is made available to Investors in the Issue on the
strict understanding that it is confidential.

This information memorandum has not been registered as a prospectus with the Monetary
Authority of Singapore under the Securities and Futures Act, Chapter 289 of Singapore (the
"SFA") and accordingly, the Debentures may not be offered or sold, nor may the Debentures
be the subject of an invitation for subscription or purchase, nor may this memorandum or
any other document or material in connection with the offer or sale, or invitation for
subscription or purchase of the Debentures be circulated or distributed, whether directly or
indirectly, to any person in Singapore other than under exemptions provided in the SFA for
offers made (a) to an institutional investor (as defined in Section 4A of the SFA) pursuant to
Section 274 of the SFA, (b) to a relevant person (as defined in Section 275(2) of the SFA), or
any person pursuant to an offer referred to in Section 275(1A) of the SFA, and in accordance
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with the conditions specified in Section 275 of the SFA or (c) otherwise pursuant to, and in
accordance with, the conditions of any other applicable provision of the SFA.

Where the Debentures are acquired by persons who are relevant persons specified in
Section 276 of the SFA, namely:

(a) a corporation (which is not an accredited investor (as defined in Section 4A of the
SFA)) the sole business of which is to hold investments and the entire share capital of which
is owned by one or more individuals, each of whom is an accredited investor; or

(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to
hold investments and each beneficiary of the trust is an individual who is an accredited
investor, the shares, debentures and units of shares and debentures of that corporation or
the beneficiaries' rights and interest (howsoever described) in that trust shall not be
transferred within six months after that corporation or that trust has acquired the
Debentures pursuant to an offer made under Section 275 of the SFA except:

(i) to an institutional investor or to a relevant person as defined in Section 275(2) of the
SFA, or any person pursuant to an offer that is made on terms that such shares, debentures
and units of shares and debentures of that corporation or such rights or interest in that trust
are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign
currency) for each transaction, whether such amount is to be paid for in cash or by
exchange of securities or other assets and further for corporations, in accordance with the
conditions specified in Section 275(1A) of the SFA;
(ii) where no consideration is or will be given for the transfer;
(iii) where the transfer is by operation of law; or
(iv) as specified in section 276(7) of the SFA.

By accepting this information memorandum, the recipient hereof represents and warrants
that he is entitled to receive such information memorandum in accordance with the
restrictions set forth above and agrees to be bound by the limitations contained herein. Any
failure to comply with these limitations may constitute a violation of law

DISCLAIMER OF THE SECURITIES AND EXCHANGE BOARD OF INDIA
This Disclosure Document has not been filed with Securities & Exchange Board of India
(SEBI). The Securities 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 document should not, in any way, be deemed or construed that the same has been
cleared or vetted by SEBI. SEBI does not take any responsibility either for the financial
soundness of Company or for the correctness of the statements made or opinions expressed
in this document. The issue of NCDs being made on private placement basis, filing of this
document is not required with SEBI, however SEBI reserves the right to take up at any point
of time, with the Company, any irregularities or lapses in this document.



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DISCLAIMER OF THE STOCK EXCHANGE
As required, a copy of this Disclosure Document has been submitted to the Bombay Stock
Exchange Limited ("BSE") for hosting the same on its website. It is to be distinctly
understood that such submission of the document with BSE or hosting the same on its
website should not in any way be deemed or construed that the document has been cleared
or approved by BSE; nor does it in any manner warrant, certify or endorse the correctness or
completeness of any of the contents of this document; nor does it warrant that this Issuer's
securities will be listed or continue to be listed on BSE; nor does it take responsibility for the
financial or other soundness of the Issuer, its promoters, its management or any scheme or
project of the Company. Every person who desires to apply for or otherwise acquire any
securities of this Issuer may do so pursuant to independent inquiry, investigation and
analysis and shall not have any claim against BSE whatsoever by reason of any loss which
may be suffered by such person consequent to or in connection with such subscription/
acquisition whether by reason of anything stated or omitted to be stated herein or any
other reason whatsoever.

DISCLAIMER OF THE ANCHOR INVESTOR
It is to be distinctly understood and agreed by all Investors in the Debentures that the
Anchor Investor is acquiring the Debentures for its own account and on the same terms and
conditions as other Investors in the Debentures and therefore the Anchor Investor is not
acting in any fiduciary capacity on behalf of other Debenture Holders, nor is the Anchor
Investor providing any guarantees or assurances that the Debentures will perform as
described in this Disclosure Document. Further, the Anchor Investor does not, in any
manner warrant, certify or endorse the correctness or completeness of any of the contents
of this document; nor does it warrant that this Issuer's securities will be listed or continue to
be listed on BSE; nor does it take responsibility for the financial or other soundness of the
Issuer, its promoters, its management or any scheme or project of the Company. Every
person who desires to apply for or otherwise acquire any securities of this Issuer may do so
pursuant to independent inquiry, investigation and analysis and shall not have any claim
against the Anchor Investor whatsoever by reason of any loss which may be suffered by
such person consequent to or in connection with such subscription/ acquisition whether by
reason of anything stated or omitted to be stated herein or any other reason whatsoever.

CAUTIONARY NOTE
This Disclosure Document and any Addendum to Disclosure Document is not intended to
provide the sole basis of any credit decision or other evaluation and should not be
considered as a recommendation that any recipients of this Disclosure Document should
invest in the Debentures proposed to be issued by the Company. Each potential investor
should make its own independent assessment of the investment merit of the Debentures
and the Company. Potential investors should consult their own financial, legal, tax and other
professional advisors as to the risks and investment considerations arising from an
investment in the Debentures and should possess the appropriate resources to analyze such
investment and the suitability of such investment to such investors particular circumstance.
This Disclosure Document and any Addendum to Disclosure Document is made available to
potential investors on the strict understanding that it is confidential. Recipients shall not be
entitled to use any of the information otherwise than for the purpose of deciding whether
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or not to invest in the Debentures. Potential investors are invited to review the Transaction
Documents which provide complete details surrounding the transaction described herein
and which will be available for inspection at the registered office of the Issuer from 10 am to
5 pm on all business days.

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







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DEFINITIONS AND ABBREVIATIONS
Unless the context otherwise indicates or requires, the following terms shall have the
meanings given below in this Disclosure Document.

General terms

Term Description

KE or Krishna Enterprises or the
Company or the Issuer or our
Company

Krishna Enterprises (Housing &
Infrastructures) Private limited, a company
incorporated under the Companies Act, 1956
having its registered office at 32, Second
Floor, "PSR Marvel" Bellary Main Road,
Adjacent to Canara Bank, Hebbal,
Bangalore 560024, Karnataka
we, us, our Unless the context otherwise requires, the
Company, its Subsidiaries, and joint
ventures,

Company related terms

Term Description
Articles of Association The articles of association of the Company
Auditors Pee dee kapur & Co, Chartered Accountants,
New Delhi are the statutory auditors of the
Company.
Board of Directors/Board

The Board of Directors of the Company or a
duly constituted committee thereof.
Director(s)

Director(s) on the Board, as appointed from
time to time
Promoter(s)

Mr. Anil Kumar Ravi and Mr. Sunil Kumar
Ravi
Registered Office

32, Second Floor, "PSR Marvel" Bellary Main
Road, Adjacent to Canara Bank, Hebbal,
Bangalore 560 024, Karnataka
Subsidiaries

subsidiary of a company as defined under
the Companies Act, 1956







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Issue related terms

Term Description
Allot/Allotment/Allotted

Unless the context otherwise requires or
implies, the allotment of the Debentures
pursuant to the Issue.
Anchor Investor Walton Street India Finance I, L.P. shall be
the first Anchor Investor. The Anchor
Investor may be removed and replaced by a
new Anchor Investor by the affirmative vote
of Debenture holders holding 75% of the
outstanding Debentures.
Application Form

The form in which an investor can apply for
subscription to the Debentures
Beneficial Owner(s)

Holder(s) of the Debentures in
dematerialized form as defined under
section 2 of the Depositories Act.
Coupon Payment Date

Date of payment of interest on the
Debentures
Credit Rating Agency Brickwork Ratings India Private Limited
Debentures or NCDs Up to 800 Secured, Listed, Rated,
Redeemable Non-Convertible debentures of
the face value of ` Rs.10,00,000/- (Rupees 10
lacs) each aggregating to Rs. 80 Crores to be
issued in one or more tranches and/or
series.).The Debentures or NCDs shall mean
and include the Series A NCDs and the
Additional NCDs.

Debenture holder(s) The investors who are allotted Debentures
Debenture Trust Deed The Debenture Trust Deed executed by the
Issuer and the Promoters of the Issuer in
favour of the Debenture Trustee in respect
of the Issue.
Debenture Trustee Trustee for the Debenture holders, in this
case being IL&FS Trust Co. Ltd.
Debenture Trustee Regulations

Securities and Exchange Board of India
(Debenture Trustee) Regulations, 1993, as
amended
Depository(ies)

A depository registered with the SEBI under
the Securities and Exchange Board of India
(Depositories and Participant) Regulations,
1996, as amended from time to time, in this
case being NSDL and CDSL.
Disclosure Document

This Shelf Disclosure Document, dated 14
August, 2013 for Private Placement of
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Secured, To- Be-Listed, Rated, Redeemable,
Non-Convertible Debentures for cash at par
aggregating up to Rs. 80 Cr to be issued by
the Company.
First Closing Date The date on which the closing of the issue of
the Series A NCDs is consummated which
shall be the earlier of (i) 31 August 2013 or
(ii) such earlier date as the Minimum
Subscription is secured, subject to the
satisfaction of the applicable conditions to
closing as set out in the Debenture Trust
Deed.
QFI

QFI / Qualified Foreign Investor, is a person
resident in a country that is compliant with
Financial Action Task Force (FATF) standards
and has been in compliance with all the
applicable laws and has opened a DP
account with a qualified DP registered with
Securities and Exchange Board of India after
fulfilling the applicable KYC procedures.
Issue

Issue by way of private placement of the
Debentures by the Issuer.
Majority Debenture Holders The Anchor Investor, so long as it holds
Debentures in an aggregate amount of not
less than 10% (Ten Percent) of the
Debentures or, if the Anchor Investor holds
Debentures in a nominal amount of less than
10% of the outstanding debentures or is
removed as the Anchor Investor without the
appointment of a replacement, Debenture
holders holding an aggregate amount of not
less than 75% (Seventy Five Percent) of the
value of the nominal amount of the
Debentures outstanding from time to time.
Maturity Date

The date on which repayment of the
principal amount in respect of the
Debentures shall be made (i.e.,: 30 months
from the First Closing Date).
Minimum Subscription Amount Commitments to subscribe for Series A NCDs
in an amount of not less than 55 crores.
Mutual Fund Mutual fund registered with SEBI under the
Securities and Exchange Board of India
(Mutual Funds) Regulations, 1996.
NRI

A person resident outside India, who is a
citizen of India or a person of Indian origin
and shall have the same meaning as ascribed
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to such term in the FEMA Regulations.
Pay-in Date

The date on which the Debenture holders
shall make payment for subscription to the
Debentures
Record Date

The date prior to the Maturity Date on which
the determination of the persons entitled to
receive interest in respect of the Debentures
(i.e., persons whose names are registered in
the Register of Debenture holders or
NSDL/CDSL record) shall be made.
Registered Debenture holder

The Debenture holder whose name appears
in the Register of Debenture holders or in
the beneficial ownership record furnished by
NSDL/CDSL for this purpose.
Register of Debenture holders

The register maintained by the
Company/R&T containing the name of
Debenture holders entitled to receive
interest in respect of the Debentures on the
Record Date, which shall be maintained at
the Registered Office
Registrar/Registrar to the Issue M/s. Integrated Enterprise (India) Limited
Stock Exchange BSE
Working Days

All days except Saturday, Sunday and any
public holiday.

Conventional and General Terms, Abbreviations and References to Other Business
Entities:

Term Description
AY Assessment Year
Buy-Back Regulations

Securities and Exchange Board of India (Buy-
back of Securities) Regulations, 1998, as
amended from time to time.
BSE The Bombay Stock Exchange Limited.
NSDL National Security Depository Limited.
IPO Initial Public Offering.
Companies Act

The Companies Act, 1956 as amended from
time to time.
Depositories Act

The Depositories Act, 1996, as amended
from time to time
Depository Participant/DP

A depository participant as defined under
the Depositories Act.
Equity Shares

Equity shares of the Company of face value
of ` 10 each.
FEMA Foreign Exchange Management Act, 1999.
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FEMA Regulations Rules and Regulations issued by the RBI
under the FEMA.
Fiscal

Period of twelve months ended March 31 of
that particular year, unless otherwise stated
HNI High Net worth Individual.
HUF Hindu Undivided Family.
ISIN

International Securities Identification
Number.
IT Act

The Income Tax Act, 1961, as amended from
time to time.
LOA Letter of Allotment
p.a. per annum.
PAN Permanent Account Number
PAC Persons Acting in Concert.
RBI The Reserve Bank of India.
RoC The Registrar of Companies,
Rs.` Rupees.
SEBI

The Securities and Exchange Board of India
constituted under the SEBI Act, 1992
SEBI Act

The Securities and Exchange Board of India
Act, 1992, as amended from time to time.
SEBI Regulations

The Securities and Exchange Board of India
(Issue and Listing of Debt Securities)
Regulations, 2008 issued by SEBI.
SEZ Special Economic Zone
SF Square Feet
YTM Yield to Maturity

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This Disclosure Document and the contents hereof are restricted only for listing of NCDs.
All investors are required to comply with the relevant regulations/guidelines applicable to
them.

Each Person receiving this Disclosure Document and Addendum to Disclosure Document
acknowledges that:

The Issuer will update the Disclosure Document as required by the SEBI (Issue and Listing of
Debt Securities) Regulations, 2008 (as amended by the SEBI (Issue and Listing of Debt
Securities)(amendment) Regulations, 2012. The Disclosure Document (as updated from time
to time by an Addendum) may not reflect certain subsequent events after the date of the
Disclosure Document (as updated by the Addendum) and thus it should not be relied upon
with respect to such subsequent events without first confirming its accuracy with the Issuer.
Potential investors are invited to review the Transaction Documents which provide
complete details surrounding the transaction described herein and which will be available
for inspection at the registered office of the Issuer from 10 am to 5 pm on all business days.

EXECUTIVE SUMMARY

Purpose

Krishna Enterprises (Housing & Infrastructures) India Private Limited wishes to issue up
to Rs. 80 Crore Secured, To-be-Listed, Rated, Redeemable Non-Convertible Debentures. The
proceeds from the present issue shall be used for the following purposes:

(a) Repayment of the existing secured loan obtained towards Project Shelton, Project
Northwood and Project Mystiq (collectively, the Projects);

(b) Towards construction costs and other project related expenses for the Projects, as per
their respective business plan; and

(c) Establishment of reserves for interest payments due under the Debentures, General
Corporate purposes and Working Capital requirements.

Temporary surplus, if any, of the issue proceeds shall be deposited in money market
instruments, mutual funds and/or deposits with banks.

About Krishna Enterprises (Housing & Infrastructures) India Private Limited:

Krishna Enterprise (Housing & Infrastructures) India Private Limited, is a company
incorporated under the provisions of the Companies Act, 1956 having its Registered Office
at Hebbal, Bangalore.

Krishna Enterprises (Housing & Infrastructures) India Private Limited is a reputed Bangalore
based developer. Mr. Anil Kumar and Mr. Sunil Kumar are the promoters (Promoters) of
the Issuer as well as the Krishna Group (Group). The Group has interests in various
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business endeavours, viz, construction, real estate, trading and wholesaling in sanitary wear
and flooring products. The Promoters have more than 21 years of experience in fields
ranging from engineering, construction, plotted development, infrastructure and interiors.
In the real estate space, they have also taken up and delivered joint developments with
landowners apart from executing projects under the outright purchase model.

The Company is an experienced real estate developer with a strong development and
delivery track record, having handed over 5 Lac square feet of residential space and 500+
plotted developments spread across 20 projects in various micro-markets of Bangalore.

Selected examples of previously completed KEIPL projects include the following:

Krishna Greens - 145,000 SF of group housing
Hillside Meadows 110 plots of Residential plotted development
Krishna North Villa I & II 120,000 SF of Residential Villas
Krishna Dwellington - 135,000 SF of affordable group housing

The Group has strong local knowledge of the regulatory environment, vendors & suppliers,
buyers and end users and other stakeholders, including brokers and consultants.

Brand Name
Krishna Enterprises (Housing & Infrastructures) India Private Limited

Financial Performance of last 3years
Key Operational and Financial Parameters for the last 3 years
Amt in Rs. Lakhs
Parameters Audited
FY-2010-11
Audited
FY-2011-12
Unaudited
FY-2012-13
For Non-Financial Entities
Net worth

214.09

239.54 300.40
Total Debt

1,444.03

2,269.17 3,985.76
of which Non Current Maturities
of

378.99

733.27 2,139.26
Long Term Borrowing
- Short Term Borrowing

371.25

370.76 319.71
- Current Maturities of

693.79

1,165.14 1,526.79
Long Term Borrowing
Net Fixed Assets

398.42

378.03 605.05
Non Current Assets

400.19

733.24 620.96
Cash and Cash Equivalents 191.79
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61.27 12.75
Current Investments - - -
Current Assets

1,660.36

3,360.45 9,242.28
Current Liabilities

832.96

1,933.30 6,303.41
Revenue

1,379.02

1,275.33 2,997.96
EBITDA

267.94

250.43 245.63
EBIT

229.49

215.68 212.06
Interest

206.34

190.20 143.23
PAT

12.11

25.19 60.86
Dividend amount - - -
Current ratio (times)

1.99

1.74 1.47
Gross Debt Equity Ratio (times) 6.74 9.47 13.27



Particulars

Pre-Issue
(Unaudited as on
31.03.2013)
Post-Issue
Debt equity ratio 13.27 times 28.1 times

Revenue break-up as on 31.03.2013*

Real estate development Rs. 27.87 crore
Hospitality Rs. 2.03 crore
* nos for FY 2012-13 are provisional and not audited

Brief Details of debt securities sought to be listed

Instrument

Secured, To-be-Listed, Rated, Redeemable Non-Convertible
Debentures to be listed in one or more tranches and/or
series (NCDs or Debentures). The Debentures or NCDs
shall mean and include the Series A NCDs and the Additional
NCDs.
Mode of Placement Private placement to eligible investors
Rating BWR BB+ (SO).
Listing To be listed on BSE within 15 days of Issuance of each series
of Debentures.
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The Promoters and the Company have undertaken to have the
NCDs listed on the Bombay Stock Exchange as soon as
practicable, but in any event within 15 days of the Deemed
Date of Allotment of the first QFI subscribing to the Issue, in
the case of the Series A NCDs, and within 15 days of the
applicable closing date of any subsequent Issue of Additional
NDCs, as per the extant regulations at their own cost. A failure
to list the Series A NCDs or the Additional NCDs within the said
15 day time periods would constitute an Event of Default under
the Debenture Trust Deed governing the NCDs and, as such,
the Debenture Trustee, with the consent of the Majority
Debenture Holders, would be authorized to immediately
accelerate the redemption of the applicable Debentures and to
redeem the applicable Debentures in full, including interest at
the Default Interest rate.. The Debentures shall be issued and
allotted in two or more series viz., Series A NCDs and the
Additional NCDs. The Series A NCDs and the Additional NCDs
shall be allotted on different dates and these Debentures shall
be listed within the 15 day period referenced above applicable
to each Issue.

Face Value Rs. 1,000,000 (Rupees Ten lacs only) per NCD.
Amount Up to Rs. 80 crore in multiple tranches and/or series: viz.,
Series A NCDs of 55 crores and Additional NCDs in one or
more series of up to 25 crores.
Coupon

18.4% per annum payable monthly based on 360 / 30 day
convention.
Maturity 30 months from the First Closing Date .
Premature redemption
Penalty

The Debentures cannot be redeemed during the first 18
months from the First Closing Date other than per the
repayment schedule Described in the Transaction
Documents. However, if additional principal payments are
made on the Debentures from the Issuers own funds
between months 19 and 30 following the First Closing Date,
the Issuer will be required to pay a prepayment penalty in
the form of Default Interest equal to 1% of the principal
repaid which is in excess of the principal repayment
schedule described in the Transaction Documents. However,
if the Issuer elects to part prepay/ repay/foreclose the
outstanding principal amount fully with borrowed funds at
any time between months 19 and 24 following the First
Closing Date, the Issuer will be required to pay the
prepayment penalty in the form of default interest equal to
3% of the principal amount foreclosed.
Redemption 30 months from the First Closing Date. There will be a
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moratorium of 12 months from the First Closing Date for
principal repayment and thereafter principal shall be repaid
in 18 equal monthly instalments from the 13th month from
the First Closing Date, as described in the Transaction
Documents.
Outstanding Amount

The sum of the outstanding principal, accrued interest based
on monthly compounding, Default Interest payable (if any),
prepayment charges and other charges and fees payable, if
any as per the Transaction Documents.
Taxes duties cost and
expenses

Relevant taxes, duties and levies are to be borne by the
Issuer. The charges / fees and any amounts payable under
the Debentures by the Issuer to the Debenture holders as
mentioned herein do not include any applicable taxes, levies
including service tax etc. and all such impositions shall be
borne by the Issuer additionally. However any TDS as
applicable may be deducted out of the payment due and
paid as charges/fees/interest on the Debentures.
Issue of Debentures

The Issuer will issue the Debentures / Letters of Allotment in
dematerialized form within two business days from the First
Closing Date in the case of the Series A NCDs and within two
business days from the closing date of each subsequent
series of Additional NCDs.
Interest on Application
Money

No interest shall be payable on the application money for
the period from the date of realization of subscription
money up to the Deemed Date of Allotment of the Series A
NCDs and of each series of Additional NCDs.
Day Count Basis

Interest payable on the Debentures will be calculated based
on a 360/30 day convention.
Depositories

Applications will be made for the Debentures to be
deposited with NSDL & CSDL.
Default Interest

In case of default of interest and/ or principal redemption on
the due dates, additional interest @ 2% per month over the
Documented rate will be payable by the company.
Business Day Convention If the date for performance of any event or the due date
for any payment, including but not limited to the Maturity
Date, falls on a day that is not a Business Day, then the
date in respect of performance of such event or the due
date for payment shall be the immediately preceding
Business Day.
Governing Law

The Facility and security documents shall be governed by
laws of India and shall remain subject to jurisdiction of
Courts of Bangalore.

Share Capital history of Krishna Enterprises (Housing & Infrastructures) India Private
Limited as on the last quarter for the last five years
(For equity shares)
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Date of
allotment

No. of
shares and
distinctive
numbers

Face
value (`)

Isuue
price (`)

Consideration

Nature of
allotment

Cumulative
paid up
capital (`)

03.08.2007 01 to
2,00,000
10/- 10/- 20,00,000 Allotment at
the time of
Incorporation
20,00,000
03.08.2007 200001 to
250000
10/- 10/- 5,00,000 Allotment at
the time of
Incorporation
25,00,000
03.08.2007 250001 to
450000
10/- 10/- 20,00,000 Allotment at
the time of
Incorporation
45,00,000
03.08.2007 450001 to
500000
10/- 10/- 5,00,000 Allotment at
the time of
Incorporation
50,00,000

Statement containing dates and parties of material contracts and agreements involving
financial obligations

A: Secured Loans

Bank/NBFC Description Sanctioned limit Utilized as on
30.06.2013
Repaid till
30.06.2013
Dewan Housing
Finance
Corporation
Limited
Mortgage &
Project Loans

760,000,000

543,500,000

255,570,880
Karnataka State
Financial
Corporation
Mortgage Loan
32,500,000

32,500,000

4,800,000
Reliance Capital
Limited
Vehicle Loan
372,000

372,000

372,000
Axis Bank Vehicle Loan
200,000

200,000

103,034
ICICI Bank Vehicle Loan
1,125,000

1,125,000

339,728
Toyota Finance Vehicle Loan
1,188,000

1,188,000

87,030

795,385,000

578,885,000

261,272,672

B: Joint Development Agreements

Date of Land owner Sellable area Sellable area
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agreemen
t
(SF)
Residential
(SF) -
Commercial
10.11.200
8
M Manikyam 89,471 9,929
10.11.200
8
Prakash L Gangwani &
Others
45,105 5,005
25.06.200
8
M RajaGopal 13,230 -
25.06.200
8
Mr. Munegowda,
Narayanappa, Nanjappa and
Jayanna
79,415 -

MANAGEMENT AND OWNERSHIP

Brief profiles of Directors of Krishna Enterprises (Housing & Infrastructures) India Private
Limited

Name Address Profile
R ANIL KUMAR 357/A,Krishna Gokula 1
st

Stage, 2
nd
Phase, Mathikere,
Bangalore 560 054
Mr. Anil Kumar (Managing
Director) has a professional
Civil Engineering degree and
over 23 years of experience
in architecture & planning,
engineering & construction,
plotted development
serviced with requisite
infrastructure etc., He is a
guiding force behind a team
of professionals to efficiently
manage the projects and
take various initiatives to
grow the business. He
believes in timely execution
of projects, quality and aims
at achieving customer
satisfaction.

R SUNIL KUMAR 357/9,Krishna Gokula,
Nambiyath Building, M S
Ramaih Main Road,
Mathikere,
Bangalore 560 054
Mr. Sunil Kumar heads the
Ceramics Division of Krishna
Group. He has over 21 years
of professional experience in
the ceramic tiles and building
materials business. He is
keen to identify various
opportunities to have
growth in the business not
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only in terms of revenue but
also in terms of introducing
innovative products


Corporate Details

Sr. No. Particulars Details
1 Name of the Company

Krishna Enterprises (Housing
& Infrastructures) India
Private Limited
2 Type of Company

Private Limited
3 Corporate Identification Number (CIN)

U45201KA2007PTC042601
4 Permanent Account Number (PAN)

AADCK 1396 D
5 Promoter

R ANIL KUMAR AND R SUNIL
KUMAR
6 Authorized Share Capital

Rs. 50,00,000/-
7 Paid up Share Capital

Rs. 50,00,000/-

Shareholding Structure:







Details of Share Capital:

Authorized

Rs. 5,000,000/-
Issued

Rs. 5,000,000/-
Subscribed and Paid-up

Rs. 5,000,000/-

Details of total debt outstanding as on 30
th
June 2013 (` In Crores)

(A) Secured Loans Rs. 32.20 Crs
(B) Unsecured Loans Rs. 6.50 Crs
Total Rs. 38.70 Crs
Sr no Particulars
No of
Shares Face Value %
1 R Anil Kumar 250,000 Rs. 10/- 50%
2 R Sunil Kumar 250,000 Rs. 10/- 50%
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Due for repayment/redemption within next
year
RS. 11.86 Crs

Details of Secured Borrowings including any Debt Securities outstanding as on 30
th
June,
2013

Sl
No
particulars
Sanctioned
Loan
Outstanding Security Provided
1 Dewan
Housing
Finance
Corporation
Limited

100,000,000

90,317,581
1) Mortgage of property Situated at Sy
no.134/4(old Sy No.134/2) &
133/9,(old Sy No.133/8) Doddatogur
village, baglur cross, Bangalore South
and

2) Exclusive charge by way of
hypothecation of all the receivables of
the company, present and future
including receivables from the above
property , on going projects namely
Krishna Shelton and Krishna
Northwood
2
Dewan
Housing
Finance
Corporation
Limited

40,000,000

25,414,200

Mortgage of 6 acres and 3 gunthas of
N.A. land situated at Krishna Verve Sy
no.133/8 & 133/4, doddatogur village,
baglur cross, Bangalore South Taluk,
Near Electronic City, Bangalore.


3

Dewan
Housing
Finance
Corporation
Limited

180,000,000

138,250,381

a) Mortgage of property Situated at Sy
no.134/4 ( old Sy No.134/2) & Sy.No.
133/9,(old Sy.No.133/8) Doddatogur
Village, Baglur cross, Bangalore South.
B) Mortgage of property situated at sy
no. 77/3 & 75/3B, Chokkanahalli,
Yelahanka Hobli, Jakkur Post, Hegde
Nagar, Bangalore North Taluk
admeasuring 32,496.28 sqft and
saleable area of about 55,717sqft of
17 Villas. (As detailed in Annexure I c)
Mortgage of property situated at sy
no. 77/3 & 75/3B, Chokkanahalli,
Yelahanka Hobli, Jakkur Post, Hegde
Nagar, Bangalore North Taluk
admeasuring 6,507 sqft and saleable
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area of about 13,265 sqft of from 4
Villas (As detailed in Annexure II)

d) Exclusive charge by way of
hypothecation of all the receivables of
the company, present & future
including rceivebales from the above
property, on going projects namely
Krishna Shelton and Krishna
Northwoods


4

Dewan
Housing
Finance
Corporation
Limited

140,000,000

8,163,894

1. Mortgage of property situated at sy
no. 77/3 & 75/3B, Chokkanahalli,
Yelahanka Hobli, Jakkur Post, Hegde
Nagar, Bangalore North Taluk
admeasuring 52769.76 sqft and
saleable area of about 82000sqft of
from 25 unsold villas ( Developer
share)

Hypothecation charge on receivables
from sold/unsold villas in the
project.(Details of sold and unsold flats
in Annexure I)


2. Mortgage of 3 flats in their project
Krishna Greens situated at Kodigehalli
Village, Yelahanka, Bangalore North
Details of the flats to be given for
mortgage is as under

Flat No.12A,Gr.Floor, E Block,SBA 1306
,UDSL 707, Garden area 159, Flat No.G-
06 .Gr.Floor, B Block, SBA 1672, UDSL
900, Garden Area 144 and F-008, Block
1
st
Floor, B Block , SBA 1741, UDSL
942and Garden Area 159

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5

Dewan
Housing
Finance
Corporation
Limited

300,000,000

25,783,064

Mortgage of the project Krishna
shelton to the extent of developer
share of unsold apartment of 216672
sqft (ie 126 apts as detailed in
Annexure I ) along with proportionate
share of land admeasuring 64678 sqft
& commercial area of 27906.99 sqft
along proportionate share of land
admeasuring 8698.39 sqft & common
areas and along with present and
future construcion thereon situated as
sy no. 153/1, Kattigenahalli, Yelahanka,
bangalore. 2. Exclusive charge
by way of hypothecation of all the
receivables from the developer share
of Sold and to be sold apartments and
commercial area in the projects(List of
sold apartments given Annexure II)

Collateral Security: Extension of charge
of 6 acres and 3 gunthas of N,A. land
situated at Krishna Verve, Survey
No.133/9 & 134/4,Doddathogur
Village, Begur Hobli, Bangalore South
Taluk, Near Electronic City, Bangalore.


6

Karnataka
State
Financial
Corporation

32,500,000

27,700,000

Mortgage Property of Krishinton
Suites, No.993, M S Ramaiah Main
Road, Mathekere, Bangalore - 560 044

PARTICULARS OF DEBT SECURITIES 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

The Company hereby confirms that it has not issued any debt securities (Debentures) or
agreed to issue any debt securities for consideration other than cash, whether in whole or in
part, at a premium or discount or in pursuance of an option since inception.

SERVICING BEHAVIOR ON EXISTING DEBT SECURITIES AND OTHER BORROWINGS

The Company has been discharging all its liabilities in time including the payment of interest
and principal due on loan facilities availed. The Company hereby confirms that:
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A) It has been servicing all its principal and interest liabilities on time and there has been no
instance of delay or default since inception.
B) It has neither defaulted in repayment/ redemption of any of its borrowings nor affected
any kind of roll over against any of its borrowings in the past.
The Company has not defaulted in its debt service obligations. The Company undertakes to
fulfil its future debt service obligations whenever they arise.

FUTURE BORROWINGS
The Company shall not be entitled, to make any further secured / unsecured borrowings for
meeting its business purpose / working capital requirements or for any other purpose
without prior written approval from Debenture Trustee (acting with the consent of the
Majority Debenture Holders.

Details of Promoters of the Company:-
Sr No Name of the
Shareholders
Total No
of Equity
Shares
No of
shares in
demat
form
Total
shareholding
as % of total
no of equity
shares
No of
Shares
Pledged
% of
Shares
pledged
with
respect to
shares
owned.
1 R Anil Kumar 250,000 250,000 50% Nil Nil
2 R Sunil
Kumar
250,000 250,000 50% Nil Nil

List of highest ten holders of equity capital of the issuer -





Credit Rating
BWR BB+ (SO) [Pronounced BWR Double B Plus (Structured Obligation)] Rating.

Outlook: Stable
The rating takes into account, inter alia, promoters experience, experienced management
team, escrow account and maintenances of debt service reserves. However timely
completion of Krishna Shelton and Krishna Mystiq without any time and cost overrun, timely
receipt of requisite approvals for Krishna Mystiq project, and ability of KEIPLs to
successfully sell the unsold units would remain key rating sensitivities

TERMS OF OFFER

This is a Confidential Disclosure Document setting out the terms and conditions pertaining
to the issue of Secured, To-be-Listed, Rated, Redeemable Non-Convertible Debentures to be
Sr no Particulars
No of
Shares Face Value %
1 R Anil Kumar 250,000 Rs. 10/- 50%
2 R Sunil Kumar 250,000 Rs. 10/- 50%
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issued by the Issuer. Your participation and subscription is subject to the completion of the
Application Form and submission of relevant documents.

ISSUE SIZE
The Company proposes to raise a total amount of up to Rs.80 crores (Rupees Eighty Crores
only) through the issue of up to 800 (Eight Hundred) Secured, To-be-Listed, Rated,
Redeemable, Non-Convertible Debentures of Rs 10,00,000/- (Rupees Ten lacs) to be issued
in multiple tranches and in two or more series.

REGISTRATION AND GOVERNMENT APPROVALS
This present issue of Debentures is being made in accordance with extant guidelines for
floatation of Debentures as amended from time to time. The Company can undertake the
activities proposed by it in view of the present approvals and no further approval from any
government authority(ies) is required by the Company to undertake the proposed activities
save and except those approvals which may be required to be taken in the normal course of
business from time to time.

AUTHORITY
The Debentures are being issued pursuant to the resolution of the Board of Directors of the
Company, passed on 10th July 2013 and are also subject to the provisions of the
Memorandum and Articles of Association of the Company.

The Company hereby confirms that it is entitled to raise money through current issue of
Debentures with the consent/ permission/ approval from the Debenture holders/ Trustees/
Lenders/ other creditors of the Company, wherever applicable.

NATURE OF THE INSTRUMENT
The instrument shall be issued in the form of Secured, Listed, Rated, Redeemable, Non-
Convertible Debentures with a face value of Rs. 10,00,000 (Rupees 10 lacs) each by way of
private placement in multiple tranches and in two or more series, including the Series A NCDs
of 55 crores and the Additional NCDs in one or more series of up to 25 crores..

ISSUE PRICE
Each Debenture has a face value of Rs. 10,00,000 (Rupees Ten lacs) and is issued at par for
Rs. 10,00,000 (Rupees Ten lacs).

RATING
The Debentures have been assigned a rating of BWR BB+ (SO) by Brickworks Ratings A
copy of the rating letter from Brickwork Ratings is enclosed as Annexure 5 to this Disclosure
Document. The present issue is covered by the above rating.

Instrument with this rating are considered to have moderate risk of default regarding timely
servicing of financial obligation.

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Other than the credit rating mentioned herein above, the Issuer has not sought any other
credit rating from any other credit rating agency(ies) for the Debentures offered for
subscription under the terms of this Disclosure Document.

The above rating is not a recommendation to buy, sell or hold securities and investors
should take their own decision. The rating may be subject to revision or withdrawal at any
time by the assigning rating agencies and each rating should be evaluated independently of
any other rating. The rating obtained is subject to revision at any point of time in the future.
The rating agencies have the right to suspend, withdraw the rating at any time on the basis
of new information etc.

MINIMUM SUBSCRIPTION
If the total subscriptions in respect of the Debentures are less than Rs. 55 crore (the
Minimum Subscription Amount) by 31
st
August, 2013, then the Debenture Trustee shall
(unless such date is extended with the consent of the Issuer, the Majority Debenture
Holders and the BSE, if required,) declare that the issue has failed, whereupon all of the
funds received from the Debenture holders shall be refunded to the respective Debenture
holders without any interest.

UNDERWRITING
The present Issue of Debentures on a private placement basis has not been underwritten.

OBJECTIVE OF THE ISSUE

Krishna Enterprises (Housing & Infrastructures) India Private Limited wishes to issue
Rs. 80 Crore Secured, Listed, Rated, Redeemable Non Convertible Debentures. The proceeds
from the present issue shall be used for the following purposes:
(d) Repayment of the existing secured loan obtained towards the Projects;

(e) Towards payment of construction costs and other project related expenses for the
Projects, as per their respective business plan; and

(f) Establishment of reserves for interest payments due under the Debentures, General
Corporate purposes and Working Capital requirements.

Temporary surplus, if any, of the issue proceeds shall be deposited in money market
instruments, mutual funds and/or deposits with banks upon the direction / approval of the
Debenture Trustee.

INTERIM USE OF FUNDS
Pending utilization for the purposes described above, the Issuer intends to temporarily use
the funds investing in high quality interest/ dividend bearing liquid instruments including
money market mutual funds and deposits with banks for the necessary duration. Such
transactions would be at the prevailing commercial rates at the time of investment upon the
direction / approval of the Debenture Trustee.

28 | P a g e

SECURITY
The Debentures, interest thereon, Debenture Trustees remuneration and all other monies
relating thereto shall be secured by the following:

a. Security by way of mortgage shall be created by way of first and exclusive charge over
Project A, Project B and Project C (detailed below) by way of registered Simple Mortgage,
after all amounts owed to the existing secured lender, Deewan Housing Finance
Limited, have been repaid and its charge on the Projects shall have been released.
The Issuer has committed to secure the release of the existing mortgage and create
the new mortgage in favour of the Debenture Trustee within 30 days from the First
Closing Date.

b. Hypothecation of Project Receivables: Security over the Project Receivables shall be
created by the Security Providers by way of execution of Hypothecation Deed/
Agreement creating a charge over the Project Receivables deposited in the Escrow
Account, Project Escrow Account, in favor of the Debenture Trustee.

c. Personal Guarantee of the Promoters.

d. Share Pledge by the Promoters of 26% issued and paid up shares of the Company.

e. Purchase Option Agreement to purchase the unsold units in Project A, Project B and
Project C at a discount in the event of default.

f. Demand Promissory Notes.

The aforesaid security will be created in favour of the Debenture Trustee within 30 days
from the First Closing Date, extendable on request, for a further period of 15 days.

The Issuer shall inform the Debenture Trustee as well as the Debenture holders, the
creation of the charge in favor of the Debenture Trustee by filling the requisite form with
Registrar of Companies under section 132 of Companies Act, 1956 within the stipulated time
as further described in the Transaction Documents.

The Issuers failure to create the security within the time prescribed or the extended period,
as set out above, shall result in the Issuer being liable to pay additional interest at the rate
of 2% per month on the outstanding amount of the Debentures from the Deemed Date of
Allotment until the date of the creation of the security to the satisfaction of the Debenture
Trustee. In addition, in the event the security is not created even after a period of a further
15 days over and above the stipulated period of 30 days from which the Issuer is required to
do so under the Transaction Documents, and any further extended period, as may be
agreed, the Debenture Trustees, with the approval of the Majority Debenture Holders, shall
be entitled to recall the outstanding principal amounts on the aforesaid Debentures along
with all other monies / accrued interest due in respect thereof, without prepayment
penalty.

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Should the Issuer fail to successfully list the Debentures on the BSE within 15 days of the
Deemed Date of Allotment of the first QFI to subscribe to the Issue, in the case of the Series
A NCDs, the Debentures will be completely and immediately redeemed by the Issuer at the
direction of the Debenture Trustee.

The Issuer is required to secure general liability insurance for the Projects as a condition
precedent to the initial issue of the Series A NCDs. If such insurance is not secured prior to
the First Closing Date (and such condition to closing is waived such that the Series A NCDs
are issued), no funds will be disbursed from the Escrow Account without the consent of the
Debenture Trustee and the Majority Debenture Holders to the Issuer for any until such
insurance is secured. If the Issuer fails to secure the said insurance within 15 days of the
First Closing Date, the Debenture Trustee, with the consent of the Majority Debenture
Holders, shall be entitled to recall the outstanding principal amount of the aforesaid
Debentures along with all other monies / accrued interest due in respect thereof, without
prepayment penalty.

DESCRIPTION OF THE PROJECTS

Project A - Shelton
This Project is located off Bellary Road, off the Hyderabad National Highway (NH-7) on the
way to the Bangalore Airport close to Delhi Public School ( north), and is being developed
over approximately 3.83 acres of land (see Appendix I for location maps). This project is
controlled by the Developer through a Joint Development Agreement JDA with the land
owners and outright ownership. The breakdown of the land ownership is as follows :
approximately 3.83 acres (the Developer owns 1 acre outright) and is being developed into 2
residential towers (462,142 square feet) and a small commercial space (50,000 square feet)
alongside one of the residential towers. The overall sharing of the saleable area between
the Developer and land owners is ~70:30 respectively. Thus the Developers share is 327,508
square feet of residential space and 35,440 square feet of commercial space.

Project B - Northwoods
This Project is located along Thanisandra Main Road, off Highway 104 Bangalore, with close
proximity to Jakkuru Airport and the KNS Institute of Technology (see Appendix II for
location maps). This project is controlled by the Developer through a Joint Development
Agreement JDA with the land owners on approximately 5.08 acres of land for the purpose
of developing 72 residential villas. The total saleable area is approximately 237,675 square
feet., and the Developers share is 49 villas or 1,59,686 square feet of saleable area..

Project C - Mistiq
This project is strategically located off Hosur Road, 2 Km before Electronic City, and is being
developed over approximately 6.1 acres of land. The current development plan comprises of
440 residential units with an average size of 1,207 square feet (see Appendix III for location
maps) totalling to 528,000 square feet, totalling. The land is wholly owned by the
Developer. The project plans have already been submitted and are awaiting final approvals
to commence construction.

30 | P a g e

Project A, Project B and Project C will be collectively referred to as Projects

TRUSTEE
The Debentures shall be issued in terms of the Debenture Trust Deed against mortgage on
property owned by the Issuer or any of its subsidiaries as described below under the
heading Description of Property.

In accordance with the provisions of Section 117B of the Companies Act, 1956 (1 of 1956)
and Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993, the
Issuer has appointed IL & FS Trust Company Limited to act as the Trustees for and on behalf
of the holder(s) of the Debentures.

A copy of letter from IL & FS Trust Company Limited conveying their consent to act as the
Debenture Trustee for the current issue of Debentures is enclosed as Annexure 3 in this
Disclosure Document.

The Debenture Trust Deed contains such clauses as may be prescribed under section 117A
of the Companies Act, 1956 and those mentioned in Schedule IV of the Securities and
Exchange Board of India (Debenture Trustees) Regulations, 1993. Further the Debenture
Trust Deed does not contain any clause which has the effect of (i) limiting or extinguishing
the obligations and liabilities of the Debenture Trustees or the Issuer in relation to any rights
or interests of the holder(s) of the Debentures, (ii) limiting or restricting or waiving the
provisions of the Securities and Exchange Board of India Act, 1992 (15 of 1992); Securities
and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 and
circulars or guidelines issued by SEBI, (iii) indemnifying the Trustees or the Company for loss
or damage caused by their act of negligence or commission or omission.

The Debenture holder(s) shall, without further act or deed, be deemed to have irrevocably
given their consent to the Debenture Trustee or any of their agents or authorized officials to
do all such acts, deeds, matters and things in respect of or relating to the Debentures as the
Debenture Trustee may in its absolute discretion deem necessary or require to be done in
the interest of the holder(s) of the Debentures. Any payment made by the Issuer to the
Debenture Trustee on behalf of the Debenture holder(s) shall discharge the Issuer to the
extent of such payment. The Debenture Trustee shall protect the interest of the Debenture
holders in the event of default by the Issuer in regard to timely payment of interest and
repayment of principal and shall take necessary action at the cost of the Issuer. No
Debenture holder shall be entitled to proceed directly against the Issuer unless the Trustee,
having become so bound to proceed, fails to do so

The Issuer shall produce to the satisfaction of the Trustees, before the Deemed Date of
Allotment of Series A NCDs, a certificate stating that the title of the property offered as
security is clear and marketable. As a condition precedent to the Allotment of the Series A
NCDs, the Company shall be required to secure a payoff letter from its existing secured
lender, Dewan Housing Finance Limited, indicating the amount outstanding on the
Companys existing secured borrowings as well as the existing secured lenders agreement
31 | P a g e

to release its charge on the Projects upon receipt of payment of the outstanding secured
borrowings.

The Debenture Trustee itself or through its agents shall supervise the implementation of the
conditions regarding the creation of the security for the debt securities and the debenture
redemption reserve, in compliance with provisions of the Companies Act and other
applicable law, including the Debenture Trustee Regulations. The Issuer shall, submit a
detailed valuation report of the properties offered as security, duly certified by an
independent valuer, before the allotment of NCDs.

The Issuer, post creation of the security, shall furnish a confirmation certificate in favour of
the Debenture Trustee that the security created by it in favour of the Debenture holders is
properly maintained, is adequate enough to meet the payment obligations towards the
Debenture holders in the event of default and is in accordance with the terms described in
this Disclosure Document.

The issuer shall not create any further charge on security without prior permission of the
Debenture Trustee, acting with the consent of the Majority Debenture Holders.

ISSUE TIME TABLE

This Shelf Disclosure Document is dated August 14, 2013 and shall be valid for a period of
180 days from the said date.

The Company shall have the sole discretion to issue such number of debentures on such
terms as it may deem fit.

Offer Opening Date for
Series A NCDs

: 21
st
August, 2013
Offer Closing Date for Series
A NCDs

: Not later than 31
st
August, 2013
Pay-in Date & Deemed Date
of Allotment of Series A
NCDs

: 21
st
August, 2013 or such later date as funds are
deposited in the Escrow Account by a Debenture
holder.

The Issue time table for each series of the Additional NCDs shall be reflected in the
Addendum to this Disclosure Document to be issued for each such series of the Additional
NCDs.

(The Company, at its sole and absolute discretion, reserves the right to vary these dates
without giving any reasons or prior notice).

32 | P a g e

The Issuer proposes to list the security on the BSE (Bombay Stock Exchange) and has
obtained in principle approval for listing on the BSE.

TERMS OF PAYMENT
The full face value of the Debentures applied for is to be paid along with the Application
Form. Investor(s) need to send in the Application Form and the cheque(s)/ demand draft(s)/
RTGS for the full face value of the Debentures applied for.

DEEMED DATE OF ALLOTMENT (DDA)

The term Deemed Date of Allotment shall mean and include the Deemed Date of
Allotment of the Series A NCDs and the Deemed Date of Allotment of the respective series
of the Additional NCDs.

The Deemed Date of Allotment of the Series A NCDs will be 21 August, 2013 or the date on
which the funds are deposited by a Debenture holder in the Escrow Account, whichever is
later (Deemed Date of Allotment of Series A NCDs).

The Deemed Date of Allotment for each series of the Additional NCDs shall be reflected in
the Addendum to Disclosure Document for each such series of the Additional NCDs
(Deemed Date of Allotment of Respective Additional NCDs).

Interest on the Debentures will accrue to the allottee(s) starting from the respective
Deemed Date of Allotment. The actual allotment of the Debentures may take place on a
date other than the Deemed Date of Allotment.

The Issuer reserves the right to keep multiple allotment dates/deemed dates of allotment at
its sole and absolute discretion and without any notice. In case, the issue closing date is
changed (advanced/postponed), the Deemed Date of Allotment may also be changed
(advanced/ postponed), by the Issuer at its sole and absolute discretion.

The Company shall, at its sole discretion, decide the quantum of amount to be allotted or
retained under this Issue.

INTEREST ON THE DEBENTURES

Terms of NCD
Amount Up to 800,000,000 (Rupees 80 crore) of NCDs to be issued in
multiple tranches and/or series, which will include the Series A
NCDs of Rs.550,000,000 (Rupees Fifty Five Crore) and the
Additional NCDs of up to Rs.250,000,000 (Rupees Twenty Five
Crore) to be issued in one or more tranches and in one or more
series.

Face value 10,00,000 (Rupees 10 lac)
33 | P a g e

Coupon 18.4% per annum payable monthly based on 360/30 day
convention.
Maturity 30 months from the First Closing Date. There will be a
moratorium of 12 months from the First Closing Date for
Principal repayment and, thereafter, principal shall be repaid in
18 equal monthly instalments from the 13
th
month as described
in the Transaction Documents.

Premature
Redemption penalty
The Debentures cannot be redeemed within 18 months from the
First Closing Date other than per the repayment schedule
described in the Transaction Documents. However, if additional
principal payments are made on the Debentures from the
Issuers own funds between months 19 and 30 following the
First Closing Date, the Issuer will be required to pay a
prepayment penalty in the form of Default Interest equal to 1%
of the principal amount that is prepaid (i.e., which is in excess of
the principal amount scheduled for repayment as described in
the Transaction Documents). However, if at any time between 19
and 24 months from the First Closing Date the Issuer wants to prepay
all or part of the NCDs from borrowed funds, the Issuer will be
required to pay a prepayment penalty in the form of default interest
equal to 3% of the principal amount prepaid.


The Debentures (Series A NCDs and Additional NCDs) shall carry an interest rate of 18.4%
p.a. on the principal amount of Debentures outstanding, from the respective Deemed Date
of Allotment (subject to deduction of tax at source at the rates prevailing from time to time
under the provisions of the Income Tax Act, 1961, or any other statutory modification or re-
enactment thereof for which a certificate will be issued by the Company).

Payment will be made by way of cheque(s)/demand drafts/interest warrant(s), RTGS which
will be dispatched to the Debenture holder(s) by registered post/ speed post/ courier or
hand delivery on or before the interest payment dates.

COMPUTATION OF INTEREST
Interest for each interest period shall be computed on an Actual/Actual days basis,
compounded annually on the Principal outstanding on the Debentures at the applicable
Coupon Rate.

RECORD DATE
Record date for the purpose of payment of interest shall be at least 7 days prior to each
interest payment date, and 7 days prior to the date of maturity.

PAYMENT OF INTEREST
The interest will be payable monthly. (In case of part redemption, as per the Redemption
Payment, accrued coupon on the same will be paid on the date of payment of part
34 | P a g e

redemption amount) to the registered Debenture holder(s) recorded in books of the
Issuer/NSDL/CDSL, and in case of joint holders, to the one whose name stands first in the
Register of Debenture holder(s) on the Record Date. In the event of the Issuer not receiving
any notice of transfer by the Record Date, the transferee(s) for the Debentures shall not
have any claim against the Issuer in respect of interest so paid to the registered Debenture
holder(s). Wherever the transfer is deemed to be defective by the Issuer, the Issuer will
keep all payments of remaining interest on such Debenture(s) in abeyance till such time the
defects are rectified to the satisfaction of the Issuer. The interest will be paid on the last day
of the month.

DEPOSITORY ARRANGEMENTS
The Issuer has entered into depository arrangements with National Securities Depository
Limited (NSDL) for the issue of Debentures in dematerialised form.
The Issuer has signed two tripartite agreements in this connection viz.
1. Tripartite Agreement between the Company, National Securities Depository Limited
(NSDL) and the Registrar i.e. National Securities Depository Limited.
2. Tripartite Agreement between the Issuer, Central Depository Services Limited (NSDL) and
the Registrar, i.e. M/s Integrated Enterprises (India) Private Limited.

RIGHT TO ACCEPT OR REJECT APPLICATIONS
The Issuer is entitled at its sole and absolute discretion, to accept or reject any application,
in part or in full, without assigning any reason thereto. The Application Forms, which are not
complete in all respects, are liable to be rejected. The rejected applicants will be intimated
along with the refund warrants, if applicable.

LETTER OF ALLOTMENT
The Issuer will make allotments to the investors in due course after verification of the
Application Form(s), the accompanying documents and on realization of the application
money.

The Depository Account of the investors with NSDL/CDSL will be credited within 7 working
days from the realization of the application money. The initial credit in the account will be
akin to the Letter of Allotment. On completion of all statutory formalities, such credit will be
substituted with a credit for the number of debentures allotted.

ISSUE OF DEBENTURES IN DEMATERIALISED FORM
Subject to the completion of all statutory formalities within 3 days from the Deemed Date of
Allotment, or such extended period as may be approved by the appropriate authority(ies),
the Debenture shall be issued in dematerialized form as per the provisions of Depositories
Act, 1996 (as amended from time to time).

The investors will have to hold the Debentures in dematerialised form and deal with the
same as per the provisions of Depositories Act, 1996 /rules as notified by NSDL/CDSL from
time to time.
Investors desirous of receiving Debentures in the dematerialised form should mention their
Depository Participants name, DP-ID and Beneficiary Account Number in the appropriate
35 | P a g e

place in the Application Form. The Issuer shall take necessary steps to credit the Depository
Account of the allottee(s) with the number of debentures allotted. In case of incorrect
details are provided by the investors and the Issuer is unable to credit the depository
account, the debentures will be issued in physical form to such investors.

PAYMENT ON REDEMPTION
The Debentures will be redeemed at a par by the date which is 30 months from the First
Closing Date. There will be a Principal moratorium of 12 months on the debentures
from the First Closing Date and thereafter principal shall be repaid in 18 equal monthly
instalments from the end of the 13
th
month following the First Closing Date as described in
the Transaction Documents.

The maturity date: 30 months from the First Closing Date.

Redemption amount per debenture: Rs. 10,00,000/- (Payable as described in the
Transaction Documents.

The Debentures held in the Dematerialised Form shall be taken as discharged on payment of
the redemption amount by the Issuer on maturity to the registered Debenture holders
whose name appears in the Register of Debenture holders with the Issuer/NSDL/CDSL on
the record date. Such payment will be a legal discharge of the liability of the Issuer towards
the Debenture holders. On such payment being made, the Issuer will inform NSDL / CDSL
and accordingly the account of the Debenture holders with NSDL / CDSL will be adjusted.

The Issuer's liability to the Debenture holders towards all their rights including for payment
or otherwise shall cease and stand extinguished from the date the Debentures are
redeemed in full or the date on which the principal balance of the Debentures is eliminated.
Further the Issuer will not be liable to pay any interest or compensation following the date
at which the Debentures are redeemed in full.

On the Issuer dispatching the amount as specified above in respect of the Debentures, the
liability of the Issuer shall stand extinguished. Further the redemption proceeds shall be
directly credited through Real Time Gross Settlement ("RTGS") and where such facilities are
not available the Issuer shall make repayment of all such payment of all such amounts by
way of high value cheques / demand drafts.

MODE OF TRANSFER
The Debentures shall be transferable freely to all classes of eligible investors. The
Debentures may be transferred in whole or in part and/or transmitted in accordance with
the applicable provisions of the Companies Act. The Debentures held in dematerialised form
shall be transferred subject to and in accordance with the rules/procedures as prescribed by
NSDL/CDSL and the relevant depository participants of the transfer or transferee and any
other applicable laws and rules notified in respect thereof. The transferee(s) should ensure
that the transfer formalities are completed prior to the record date. In the absence of the
same, interest will be paid/redemption will be made to the person, whose name appears in
the register of Debenture Holders maintained by the Depositories. In such cases, claims, if
36 | P a g e

any, by the transferees would need to be settled with the transferor(s) and not with the
Issuer. No Debenture holder shall have the obligation to retain ownership of the Dentures
issued to it following the Deemed Date of Allotment, notwithstanding any rights conferred
to any Debenture holder under the Debenture Trust Deed.

Provided further that nothing in this section shall prejudice any power of the Issuer to
register as Debenture holder any person to whom the right to any Debenture of the Issuer
has been transmitted by operation of law.

REGISTER OF DEBENTURE HOLDERS
Register of Debenture holders containing the necessary particulars shall be maintained by
the Issuer at its Registered Office at 32, Second Floor, "PSR Marvel" Bellary Main Road,
Adjacent to Canara Bank, Hebbal, Bangalore 560024, Karnataka

Registration of Transfers: All requests for registration of transfer along with appropriate
transfer Documents should be sent to the Issuer at the address mentioned above or at the
office of Registrar to the Issue.

The transferee shall also furnish name, address and specimen signatures and wherever
necessary, authority for purchase of Debentures. The Issuer/ Registrar to the Issue on being
satisfied with the adequacy and correctness of the Documentation; shall register the
transfer in its books.

SUCCESSION
In the event of demise of the holder of the Debenture(s), the Issuer will recognize the
executor or administrator of the deceased Debenture holder, or the holder of succession
certificate or other legal representative as having title to the Debenture(s). The Issuer shall
not be bound to recognise such executor, administrator or holder of the succession
certificate or other legal representative as having title to the Debenture(s), unless such
executor or administrator obtains probate or letter of administration or such holder is the
holder of succession certificate or other legal representation, as the case may be, from a
Court in India having jurisdiction over the matter. The Directors of the Issuer may, in their
absolute discretion, where they think fit, dispense with production of probate or letter of
administration or succession certificate or other legal representation, in order to recognise
such holder as being entitled to the Debenture(s) standing in the name of the deceased
Debenture holder on production of sufficient Documentary proof and/or indemnity.

RIGHTS OF ALL DEBENTURE HOLDERS
The Debenture holder(s) will not be entitled to any rights and privileges of shareholders
other than those available to them under statutory requirements. The Debentures shall not
confer upon the holder(s) the right to receive notice, or to attend and vote at the general
meetings of shareholders of the Issuer. The principal amount and interest, if any, on the
Debentures will be paid to the holder only, or in the case of joint holders, to the one whose
name stands first. The Debentures shall be subjected to other usual terms and conditions
incorporated in the Debentures that will be issued to the allottee(s) of such Debentures by
the Issuer. The Debenture Trust Deed may grant certain approval or consultation rights to
37 | P a g e

the Anchor Investor in relation to decisions to be by or on behalf of the Debenture Holders.
The foregoing shall not make the Anchor Investor a fiduciary of the other Debenture
holders, the Issuer or the Debenture Trustee. The Anchor Investor shall not be liable to the
Debenture holders, the Issuer or the Debenture Trustee in connection with the exercise of
such rights

MODIFICATION OF RIGHTS
The rights, privileges, terms and conditions attached to the Debentures may be varied,
modified or abrogated with the consent, in writing, of those holders of the Debentures who
hold at least 75% of the outstanding amount of the Debentures (of the current issue) or
with the sanction accorded pursuant to a resolution passed at a meeting of the Debenture
holders, provided that nothing in such consent or resolution shall be operative against the
Issuer where such consent or resolution modifies or varies the terms and conditions of the
Debentures, if the same are not acceptable to the Issuer.

STOCK EXCHANGE WHERE SECURITIES ARE PROPOSED TO BE LISTED
The Debentures are proposed to be listed on the Wholesale Debt Market (WDM) Segment
of the Bombay Stock Exchange Limited (BSE)].

The Issuer has obtained an in-principle approval from the BSE dated 13 August 2013 for
listing of the Debentures on its Wholesale Debt Market (WDM) Segment. The Issuer has
undertaken to make an application to the BSE to list the Debentures to be issued and
allotted under this Disclosure Document and to secure the listing thereof on the BSE within
15 days of the Deemed Date of Allotment of the first QFI to subscribe to the Issue, in the
case of the Series A NCDs, and within 15 days of the applicable closing date for each
subsequent issue, in the case of the Additional NCDs. A failure to secure the listing of either
the Series A NCDs or any series of the Additional NCDs within the 15 day time period referred to
above would constitute an Event of Default under the Debenture Trust Deed governing the
NCDs and, as such, the Debenture Trustee, with the consent of the Majority Debenture Holders,
would be authorized to immediately accelerate the redemption of the applicable Debentures
and to redeem the applicable Debentures in full, including interest at the Default Interest rate. If
the subscription money is not repaid within 8 days after the Issuer becomes liable to repay
it, then the Issuer and every director of the Issuer who is an officer in default shall, on and
from expiry of 8 days, will be jointly and severally liable to repay the money, with interest at
the rate of 24 per cent per annum on application money, as prescribed under Section 73 of
the Companies Act, 1956.

In connection with listing of Debentures with BSE, the Issuer hereby undertakes that:
(a) It shall comply with conditions of listing of Debentures as may be specified in the Listing
Agreement with BSE.
(b) Ratings obtained by the Issuer shall be periodically reviewed by the credit rating agencies
and any revision in the rating shall be promptly disclosed by the Issuer to BSE.
(c) Any change in rating shall be promptly disseminated to the holder(s) of the Debentures
in such manner as BSE may determine from time to time.
(d) the Issuer, the Trustees and BSE shall disseminate all information and reports on
Debentures including compliance reports filed by the Issuer and the Trustees regarding the
38 | P a g e

Debentures to the holder(s) of Debentures and the general public by placing them on their
websites.
(e) Trustees shall disclose the information to the holder(s) of the Debentures and the
general public by issuing a press release in any of the following events:
(i) default by the Issuer to pay interest on Debentures or redemption amount;
(ii) Revision of rating assigned to the Debentures;
(f) The information referred to in para (e) above shall also be placed on the websites of the
Trustees, the Issuer and BSE.

LISTING

The NCDs are proposed to be listed on the BSE. The BSE has given its 'in-principle' approval
to list the NCDs by letter no. DCS/COMP/SP/IP-PPDI/94/13-14, dated 13
th
August 2013.

The Promoters and the Company have undertaken to have the NCDs listed on the BSE as
soon as practicable, but in any event within 15 days of the Deemed Date of Allotment
for the first QFI to subscribe to the Issue, in the case of the Series A NCDs, and within 15
days of the closing date of any subsequent issue in the case of the Additional NCDs, as
per the extant regulations at their own cost. A failure to list the Series A NCDs or any
series of the Additional NCDs within the 15 day time period referred to above would
constitute an Event of Default under the Debenture Trust Deed governing the NCDs and,
as such, the Debenture Trustee, with the consent of the Majority Debenture Holders,
would be authorized to immediately accelerate the redemption of the applicable
Debentures and to redeem the applicable Debentures in full, including interest at the
Default Interest rate.

MARKET LOT
The market lot shall be 1 Debenture of face value of Rs.10,00,000/- each (Market Lot).
Since the Debentures are being issued only in dematerialized form, odd lots will not arise
either at the time of issuance or at the time of transfer of Debentures.

TRADING OF DEBENTURE
Trading of Debentures would be permitted in demat mode only in standard denomination
of Rs.10,00,000/- per Debenture and such trades shall be cleared and settled in recognized
stock exchange(s) subject to conditions specified by SEBI. In case of trading in Debentures
which has been made over the counter, the trades shall be executed and reported on a
recognized stock exchange having a nationwide trading terminal or such other platform as
may be specified by SEBI.

EFFECT OF HOLIDAYS
Should any of the dates defined above or elsewhere in the Disclosure Document, excepting
the date of allotment, fall on a Saturday, Sunday or a Public Holiday, the next working day
shall be considered as the effective date(s).

WHO CAN APPLY
39 | P a g e

Only the persons who are specifically addressed through a communication directly by the
Issuer, and only such recipients are eligible to apply for the Debentures. No other person
can apply.

The categories of investors eligible to invest in the Debentures are companies (incorporated
under the Companies Act, 1956) and QFIs.

All investors are required to comply with the relevant regulations/guidelines applicable to
them for investing in this Issue.)

HOW TO APPLY
Investors are required to send their applications for investing in the Debentures, to the
office of the Issuer.

Applications for the Debentures must be made in the prescribed form, and must be
completed in block letters in English. The format of the Application Form is enclosed.

Applications complete in all respects (along with all necessary documents as detailed in the
memorandum of information) must be submitted before the last date indicated in the issue
time table or such extended time as decided by the Issuer. Applications not completed in
the said manner are liable to be rejected.

Application forms must be accompanied by a demand draft or cheque, drawn or made
payable at par value in favour of Krishna Enterprises (Housing & Infrastructures) India
Private Limited ITCL Escrow Account only.

Cheques/demand drafts may be drawn on any bank including a co-operative bank, which is
a member or sub-member of the Bankers Clearing House located at any of the places where
the collection centres mentioned in the application form are located.

Investors in centres which do not have any bank, including a co-operative bank, which is a
member or sub-member of the Bankers Clearing House located at the above mentioned
centres, will be required to make payments only through demand drafts payable at any one
of the centres mentioned in the application form.

Cash, outstation cheques, money orders, postal orders and stock invest will not be
accepted. The Issuer assumes no responsibility for any applications/cheques/demand drafts
lost in mail.

APPLICATIONS UNDER POWER OF ATTORNEY
A certified true copy of the power of attorney or the relevant authority as the case may be,
along with the names and specimen signature(s) of all the authorized signatories and the tax
exemption certificate/ Document, if any, must be lodged along with the submission of the
completed Application Form. Further modifications/ additions in the power of attorney or
authority should be notified to the Issuer or to its Registrars or to such other person(s) at
40 | P a g e

such other address (es) as may be specified by the Issuer from time to time through a
suitable communication.

PAN/GIR NUMBER
All applicants should mention their Permanent Account Number or the GIR Number allotted
under Income Tax Act, 1961 and the Income Tax Circle/ Ward/ District. In case where
neither the PAN nor the GIR Number has been allotted, the fact of such a non-allotment
should be mentioned in the Application Form in the space provided.

ACKNOWLEDGEMENTS
No separate receipts will be issued for the application money.

NOMINATION FACILITY
As per Section 109 A of the Companies Act, 1956, only individuals applying as sole
applicant/Joint Applicant can nominate, in the prescribed manner, a person to whom his
Debentures shall vest in the event of his death. Non-individuals including holders of Power
of Attorney cannot nominate.

DEBENTURE HOLDER NOT A SHAREHOLDER
The Debenture holders will not be entitled to any of the rights and privileges available to the
shareholders. If, however, any resolution affecting the rights attached to the Debentures is
placed before the members of the Issuer, such resolution will first be placed before the
Debenture holders for their consideration and approval.

DEBENTURE REDEMPTION RESERVE
In terms of extant provisions of Companies Act, 1956, the Issuer is required to create
Debenture Redemption Reserve out of profits, if any, earned by the Issuer. In case of the
current issue of Debentures, the Company has also appointed a Trustee to protect the
interest of the investors.

MATERIAL CONTRACTS & AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE
ISSUER
The Issuer, in the ordinary course of its business, enters into various agreements, including
loan agreements, joint development agreements and joint venture agreements, which may
contain certain financial obligations and/or provisions which may have an impact on its
financial condition. Such contracts or agreements may be inspected at the Registered Office
from 11.00 am to 5.00 pm from the date of this Disclosure Document, until the date of
closure of this Issue.

Mentioned below is an illustrative list of certain material contracts and agreements having
certain financial obligations entered into by our Issuer as on date of this Disclosure
Documents:

a. Memorandum and Articles of Association of the Issuer as amended from time to time.
b. Board Resolution dated 10
th
July 2013 authorizing the issue of Debentures offered under
terms of this Disclosure Document.
41 | P a g e

c. Letter of consent from IL&FS Trust Company Ltd., for acting as Trustees for and on behalf
of the holder(s) of the Debentures.
d. The copy of application made to the BSE for grant of in-principle approval for the listing of
Debentures.
e. Letter from BSE conveying its in-principle approval for the listing of the Debentures.
f. Letter from -Brickworks ratings conveying the credit rating for the Debentures of the
Issuer and the rating rationale pertaining thereto.
g. Tripartite Agreement between the Issuer, NSDL and M/s Integrated Enterprises India
Private Limited for issue of Debentures in dematerialised form.
h. Tripartite Agreement between the Issuer, CDSL and M/s Integrated Enterprises India
Private Limited for issue of the Debentures in dematerialised form.
i. Resolution of our shareholders dated 10
th
July 2013 authorising our Board to borrow, up
to Rs. 80 Crores.
j. Joint development agreement dated 10.11.2008 with M. Mnaikyam and Prakash L.
Gangwani and others respectively for the project Krishna Shelton
h. Joint development agreement 25.06.2008 with Mr. Munegowda, Narayanappa, Nanjappa
and Jayanna and M. Rajagopal for the project Krishna Northwoods

NOTICES
The notices to the Debenture holder(s) required to be given by the Issuer or the Debenture
Trustee shall be deemed to have been given if sent by ordinary post to the sole/first allottee
or sole/first registered holder of the Debentures, as the case may be.

All notices to be given by the Debenture holder(s) shall be sent by registered post or by
hand delivery to the Issuer or to such persons at such address as may be notified by the
Issuer from time to time.

GOVERNING LAW
The Debentures are governed by and will be construed in accordance with Indian law. The
Issuer and the Debentures Trustees obligations under the Debentures shall, at all times, be
subject to the directions of the RBI and the SEBI. The Debenture holders, by purchasing the
Debentures, agree that the courts in Bangalore shall have exclusive jurisdiction with respect
to any matters relating to the Debentures.

LITIGATION AND OTHER CONFIRMATIONS
We confirm that our company has been in compliance with the Takeover Code and the
Listing Agreement as may be applicable. We have not been:
(a) Prohibited from accessing the capital markets under any order or direction passed by
SEBI and no penalty has been imposed at any time by any of the capital market regulators in
India or abroad;
(b) Subject to any penalties to disciplinary action or investigation by SEBI or the stock
exchanges, nor has any appropriate regulatory or legal authority found any probable cause
for enquiry, adjudication, prosecution or other regulatory action.
(c) Refused listing of the Equity Shares or failed to meet the listing requirements of any
stock exchanges, in India or abroad.
(d) Found to be non-compliant with securities laws.
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GENERAL INFORMATION

NAME AND ADDRESS OF THE REGISTERED/ HEAD OFFICE OF THE ISSUER
Name of the issuer

Krishna Enterprises (Housing and
Infrastructures) India Pvt Ltd
Registered Office

# 32, II flour, PSR Marvel, Bellary Main Road,
Adjacent to Baptist Hospital, Hebbal,
Bangalore 560 024
Registration number

U45201KA2007PTC042601
Corporate and head office

Krishna Enterprises (Housing and
Infrastructures) India Pvt Ltd
# 32, II flour, PSR Marvel, Bellary Main Road,
Adjacent to Baptist Hospital, Hebbal,
Bangalore 560 024
Address of the RoC

Kendriya Sadan, Koramangala, Bangalore

NAMES AND ADDRESSES OF THE DIRECTORS OF THE ISSUER

Name

Designation &
DIN

Age
(years)

Residential Address

Details of
other
directorship
R.ANIL KUMAR MD
DIN 01232872

49
357/9,Krishna Gokula
Nambiyath Building
M S Ramaih Main Road,
Mathikere,
Bangalore 560 054
No
R.SUNIL
KUMAR
JMD
DIN 01232870

44
357/9,Krishna Gokula
Nambiyath Building
M S Ramaih Main Road,
Mathikere,
Bangalore 560 054
No

Compliance Officer
Name: Rajan PV
Designation: Head Accounts and finance
Address: # 32, PSR Marvel,
Bellary Main Road, Hebbal, BANGALORE - 560 024
Tel: 080 3000 5500
Email: rajanpv@krishnahomes.com

Contact List
Krishna Enterprises (Housing & Infrastructures) India Private Limited
Name of the Person Telephone Number Email Address
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R ANIL KUMAR +91 80 43485800 anilkumar@krishnaenterprises.co.in
RAJAN P V +91 80 43485800 rajanpv@krishnahomes.com

Investors can contact the compliance officer in case of any pre-Issue or post-Issue related
problems such as non-receipt of letters of allotment, credit of debentures, interest on
application money etc in the respective beneficiary account or refund orders, etc.

Auditors
Name: Pee Dee Kapur & Co
Address: # 801, International Trade Tower, Nehru Palace, New Delhi 110 011
Tel: 011 2641 6060 / 7070
Email: pdkco@gmail.com

Registrar to the issue
Address : National Securities Depository Limited.
Trade World, 4
th
floor,
Kamala Mills Compound,
Senapati Bapat Marg,
Lower Parel,
Mumbai - 400 013

Debenture Trustee:
IL & FS Trust Company Limited
Address: IL&FS Centre,Plot No.C-22,G Block,
5
th
Floor, Bandra Kurla Complex,
Bandra (East) Mumbai -4000 051
Email: Amit.Joshi@ilfsindia.com
Website: www.itclindia.com
Fax: 022- 2653 3297
Contact Person: Amit Joshi

Monitoring Agency:
(Engaged by the Issuer on behalf of the Debenture Trustee)
Walton Street India Real Estate Advisors Private Limited
215, the Capital, Bandra Kurla Complex,
Bandra (East), Mumbai 400051
Kaushik Desai
E-mail: desaik@waltonst.com
Contact No.: 022 -67353012

Bank:
Barclays Bank PLC
601/603 Ceejay House, Shivsagar Estate,
Dr. A. Besant Road, Worli, Mumbai, 400018
Nitin Sood/Rakesh Kriplani
Email: nitin.sood@barcap.com
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Contact no.: +91 98867 83307

Registrar & Transfer Agent:
Integrated Enterprises (India) Limited
#30, Ramana Residency,
4
th
Cross, Sampige Road,
Malleshwaram,
Bangalore 560003

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ANNEXURE 1: SUMMARY OF THE TERMS

Issuer/Company/Borrower Krishna Enterprises (Housing & Infrastructures) India Private
Limited
Instrument

Secured, To-be-Listed, Rated, Redeemable Non-Convertible
Debentures (NCD or Debentures). The Debentures or NCDs shall
mean and include the Series A NCDs and the Additional NCDs to be
issued in one or more series and in one or more tranches.
Mode of Placement

Private placement to eligible investors

Purpose

The proceeds from the present issue shall be used for the
following purposes:

(a) Repayment of the existing secured loan obtained
towards the Project Shelton, Project Northwood and
Project Mystiq (the Projects);
(b) Towards construction cost and other project related
expenses for Project Shelton, Project Northwood and
Project Mystiq as per their respective business plan and
(c) Establishment of reserves for interest payments due
under the Debentures, General Corporate purposes and
Working Capital requirements.

Temporary surplus, if any of the issue proceeds shall be
deposited in money market instruments, mutual funds and/or
deposits with banks.

Rating

BWR BB+ (SO)
Listing To be Listed on BSE within 15 days of from the Deemed Date of
Allotment of the first QFI to subscribe to the Issue, in the case
of the Series a NCDs, and within 15 days of the closing date
applicable to each subsequent issue, in the case of the
Additional NCDs.

The Promoters and the Company have undertaken to have the
NCDs listed on the Bombay Stock Exchange as soon as practicable,
but in any event within the 15 day time period referred to above ,
as per the extant regulations at their own cost. The failure to list
the Series A NCDs or any series of the Additional NCDs within
such 15 day time period, as the case may be, shall constitute an
Event of Default under the Debenture Trust Deed governing the
Debentures and, as such, the Debenture Trustee, with the consent
of the Majority Debenture Holders, would be authorized to
immediately accelerate the redemption of the applicable
Debentures and to redeem the applicable Debentures in full,
46 | P a g e

including interest at the Default Interest rate, from the balance of
the funds in the Escrow Account. The Debentures shall be issued
and allotted in multiple tranches in two or more series. The Series
A NCDs and the Additional NCDs shall be allotted on different
dates and these Debentures shall be listed within 15 days from the
Deemed Date of Allotment of first QFI to subscribe to the Issue, in
the case of the Series A NCDs, or within 15 days of the applicable
closing date of each subsequent issue, in the case of each series of
the Additional NCDs, as applicable.

Face Value

Rs. 1,000,000 (Rupees Ten lacs only) per NCD.

Amount
Up to Rs. 80 crores in multiple tranches and/or series (viz., Series A
NCDs of 55 crores and the Additional NCDs to be issued in one or
more series of up to 25 crores).

Coupon

18.4% per annum, payable monthly based on a 360/30 day
convention.
Maturity

30 months from the First Closing Date. There will be a
Principal moratorium of 12 months from the First Closing
Date and thereafter principal shall be repaid in 18 equal
monthly installments from the end of the 13
th
month following
the First Closing Date as described in the Transaction
Documents.

Premature Redemption
Penalty
The Debentures cannot be redeemed within 18 months from
the First Closing Date other than per the repayment schedule
described in the Transaction Documents. However, if
additional principal payments are made on the Debentures
from the Issuers own funds between months 19 and 30
following the First Closing Date, the Issuer will be required to
pay a prepayment penalty in the form of Default Interest equal
to 1% of the principal amount prepaid (i.e; which is in excess of
the principal amount contemplated by the repayment schedule
described in the Transaction Documents). If, at any time
between 19 and 24 months following the First Closing Date,
the Issuer wants to prepay the outstanding NCDs in whole or in
part, from borrowed funds, the Issuer will be required to pay a
prepayment penalty in the form of default interest equal to 3%
of the prepaid principal amount.

Outstanding Obligations The sum of the outstanding principal, accrued interest based
on monthly compounding, Default Interest payable (if any),
prepayment charges and other charges and fees payable under
the Transaction Documents.

47 | P a g e

Taxes duties cost and
expenses

Relevant taxes, duties and levies are to be borne by the Issuer.
The charges / fees and any amounts payable under this the
Debentures by the Issuer to the Debenture holder as
mentioned herein do not include any applicable taxes, levies
including service tax etc. and all such impositions shall be
borne by the Issuer additionally. However any TDS as
applicable may be deducted out of the payment due and paid
as charges/fees/interest on the Debentures.

Issue of Debentures

The Issuer will issue the Debentures / Letters of Allotment in
dematerialized form within two business days from the
applicable closing date with respect to a tranche or series of
Debentures.

Interest on Application
Money

No interest shall be payable on the application money for the
period from the date of realization of subscription money up to
the applicable Deemed Date of Allotment.

Day Count Basis

Interest payable on Debentures will be calculated based on a
360/30 day convention.

Depositories

Applications will be made for the Debentures to be deposited
with NSDL & CDSL

Default Interest

In case of default of interest and/ or principal redemption on
the due dates, additional interest @2% per month over the
documented rate will be payable by the Issuer

Transaction Documents

Debenture Trustee Agreement
Debenture Trust Deed
Escrow Agreement
Personal Guarantee
Share Pledge Agreement
Mortgage Deed for creating a simple mortgage
Deed of Hypothecation of receivables Purchase option
Agreement
Project Monitoring Agreement to monitor and report
the implementation and progress of the projects as per
the direction of the Debenture Trustee.
Demand Promissory Note.

Governing Law

The Debenture Trust Deed and the security documents shall be
governed by laws of India and shall remain subject to
jurisdiction of Courts of Bangalore.
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ANNEXURE 2: UNDERTAKING BY THE COMPANY

The Issuer undertakes that:
1. It shall attend to the complaints received in respect of the Issue expeditiously and
satisfactorily;
2. The funds required for making refunds, if any, shall be made available on time
3. That necessary co-operation shall be extended to credit rating agency in providing true
and adequate information till the debt obligations in respect of the instruments are
outstanding;
4. The Issuer shall furnish a confirmation certificate that the security created by the Issuer in
favor of the Debenture holders is properly maintained and is adequate enough to meet the
outstanding amount towards the Debenture holders in the event of a default.
5. That it shall use a common form/ procedure for transfer of Debentures issued under
terms of this Disclosure Document and the Transaction documents

AUTHORIZED SIGNATORY


Krishna Enterprises (Housing & Infrastructures) India Private Limited

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ANNEXURE 3:
APPLICATION FORM

Application No: ___ Date:

The Director,
Krishna Enterprises (Housing & Infrastructures) India Private Limited
32, Second Floor, "PSR Marvel" Bellary Main Road,
Adjacent to Canara Bank, Hebbal,
Bangalore, Karnataka 560024

Dear Sirs,

Having read and understood the contents of the Disclosure Document dated 14
th
August,
2013, I/we hereby apply for allotment of the Debentures to us. The amount payable on
application as shown below is remitted herewith. I/We irrevocably give our authority and
consent to IL&FS Trust Company Limited, to act as my/our trustees and for doing such acts
and signing such Documents as are necessary to carry out their duties in such capacity.
Notwithstanding anything contained in this Disclosure Document dated 14
th
August, 2013
and the attachments hereto, I/we confirm that I/we have carefully read and understood the
contents, terms and conditions of the Disclosure Document dated 14
th
August, 2013 and the
attachments hereto, in their entirety and further confirm that in making my/our investment
decisions I/we have relied on my/our own examination of the Company and the terms of
the issue of the Debentures. On allotment, please place my/our name(s) on the Register of
Debenture holder(s). I/We bind ourselves to the terms and conditions as contained in the
Information Document / Disclosure Document.
(Please read carefully the instructions on the next page before filling this form)

Details


No. of debentures applied (in
figures)


No. of debentures applied (in
words)


Amount( ` in figures)


Amount ( ` in words)


Cheque/Demand Draft/RTGS
Details


Date
Drawn on Bank


50 | P a g e


Applicants Name & Address in full (please use capital letters)




Telephone:

Fax:

Email:

Status: Banking Company ( ) Insurance Company ( ) Mutual Fund ( ) Others (Builders and
Developers) please specify
Name of Authorized
Signatory

Designation

Signature




Details of Bank Account
Bank Name & Branch


Nature of Account


Account No.:


IFSC/NEFT Code


Depository Details
DP Name


DP ID

Client ID



(*) 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.

Taxpayers PAN / GIR No.

IT Circle/Ward/District

( ) Not Allotted

DCIT
Tax Deduction Status

( ) Fully
Exempt

( ) Tax to be
deducted at
Source

( ) Yes

( ) No


(Tear here)___________________________________________________

51 | P a g e

ACKNOWLEDGEMENT SLIP
Details
No.of debentures applied (in figures)
No.of debentures applied (in words)
Amount( ` in figures)
Amount ( ` in words)
Cheque / DD/RTGS
(Cheques /Demand Drafts are subject to realization)

For all further correspondence please contact: Mr. Rajan PV, Krishna Enterprises (Housing
& Infrastructures) India Private Limited, 32, Second Floor, "PSR Marvel" Bellary Main
Road, Adjacent to Canara Bank, Hebbal, Bangalore 560024, Karnataka

INSTRUCTIONS
1. You must complete application in full in BLOCK LETTERS IN ENGLISH.
2. Your Signatures should be made 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 Krishna Enterprises (Housing &
Infrastructures) India Private Limited head office.
4. In case of payments through RTGS, the payments may be made as follows:
Beneficiary: Krishna Enterprises (Housing & Infrastructures) India Private Limited
Bank name & Address : Barclays Bank PLC, Worli, Mumbai 400018
Account No. :
Type of A/c : Escrow A/c
IFSC Code : BARC0INBBIR (Fifth character is a numerical zero)
5. The Cheque(s)/Demand Draft(s) and RTGS (wire transfer) should be drawn in favour of
"Krishna Enterprises (Housing & Infrastructures) India Private Limited ITCL Escrow
Account" and crossed "A/c payee" only. Cheque(s)/Demand draft(s) may be drawn on any
scheduled bank and payable at Par or Bangalore.
6. Outstation cheques, cash, money orders, postal orders and stock invest will NOT be
accepted.
7. As a matter of precaution against possible fraudulent encashment of interest warrants
due to loss/misplacement, you are requested to mention the full particulars of the bank
account, as specified in the application form.
8. Interest warrants will then be made out in favour of the bank for credit to your account.
In case the full particulars are not given, cheques will be issued in the name of the applicant
at their own risk.
9. Krishna Enterprises (Housing & Infrastructures) India Private Limited in the
Acknowledgement Slip appearing below the Application Form will acknowledge receipt of
applications. No separate receipt will be issued.
10. You should mention your Permanent Account Number or the GIR number allotted under
Income-Tax Act, 1961 and the Income-Tax Circle/Ward/District. In case where neither the
PAN nor GIR number has been allotted, the fact of non-allotment should be mentioned in
the application form in the space provided.
11The application would be accepted as per the terms of the issue outlined in the
Information Document / Disclosure Document.
52 | P a g e

12. Applicant should provide all the KYC documents as per the satisfaction of the Issuer


ANNEXURE 4: CONSENT LETTER FROM DEBENTURE TRUSTEE

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ANNEXURE 5: RATING LETTER AND RATIONALE