orris infrastructure private limited

60 Pages·2013·1.66 MB·English

For private circulation only
(This is a Disclosure Document prepared in
conformity with Securities and Exchange
Board of India (Issue and Listing of Debt
Securities), Regulations. 2008 issued vide
circular no. NROI GNI 20081 131 127878
dated June 06. 2008) as amended from time
to time)
Information Memorandum
October, 2013
4th
expect the best
ORRIS INFRASTRUCTURE PRIVATE LIMITED

Incorporated as a private limited company under the Companies Act, 1956

Date of Incorporation: July 26, 2006, Registered Office: RZ-D-5, Mahavir

Enclave, New Delhi -110045, Corporate Office: J-10/5, DLF Phase II,

.Mehrauli Gurgaon Road, Gurgaon -122002, Haryana

Tel. No: [phone] Fax: +91 (0) 1242353291/92

E-mail: [email protected], Website: www.orris.in

Disclosure Document for listing of 200 Secured Cumulative Redeemable
Non-Convertible Debentures ("Debentures") of the face value of ~
1,00,00,000/- (Rupees One Crore only) each, issued and allotted by way of
Private Placement only by Orris Infrastructure Private Limited ("Company"
or "Issuer").
Investment in debt and debt related securities involve a degree of risk and
Investors should not invest any funds in debt instruments, unless they can
afford to take the risks attached to such investments. For taking an
investment decision, the Investors must rely on their own examination of the
Company and the Issue, including the risks involved. The Debentures have
not been recommended or approved by Securities and Exchange Board of
India ("SEB!") nor does SEBI guarantee the accuracy and adequacy of this
Information Memorandum/Disclosure Document.
The Issuer, has made all reasonable inquiries, that the information
contained in this Information Memorandum/ Disclosure Document is true
and correct in all material respects and is not misleading in any material
respect, that the opinions and intentions expressed herein are honestly held
and that there are no other facts, the omission of which makes this
Information Memorandum/ Disclosure Document as a whole or any of such
information or the expression of any such opinions or . misleading
in any material respect.
Page 1 of60
The Debentures have been rated "ICRA B+" (pronounced as ICRA B plus) by
ICRA. This rating is not a recommendation to buy, sell or hold securities and
Investors should take their own decisions. The rating may be subject to
revision or withdrawal at any time by the assigning rating agency and each
rating should be evaluated independently of any other rating. The rating
agency has a right to suspend or withdraw the rating at any time on the
basis of factors such as new information or unavailability of information or
any other circumstances which it believes may have an impact.
The Debentures offered through this Information Memorandum/ Disclosure
Document is proposed to be listed on the wholesale debt market of the
Bombay Stock Exchange Limited.
IL&FS Trust Company Limited Skyline Financial Services Pvt. Ltd.
IL&FS Financial Centre, 3rd Floor, D-153 A, 1st Floor
G Block, Bandra Kurla Complex, Okhla Industrial Area Phase -I
Bandra - East ,Mumbai - 400051 New Delhi 110020
Phone: [phone] Phone: [phone]
Fax: [phone] Fax: [phone]
Email:[email protected] Email: [email protected]
Contact Person: Sujatha Rangachari Contact Person: Virender Rana
ISSUE OPENS ON: 4th October, 2013 ISSUE CLOSES ON: 23rd October, 2013
DEEMED DATE OF ALLOTMENT: 23rd October, 2013
The Issuer reserves the right to change the Issue Programme including the
Deemed Date ofAllotment as defined herein at its sole discretion without giving
any reasons or prior notice.
Page 20[60
INDEX

Definitions and Abbreviations 4
Disclaimer 8
Risk Factors 10

General Information 13

Issuer Profile 15

Financial Highlights of the Company 19

Offer Details 20

Material Contracts, Agreements involving Financial 25

Obligations of the Issuer

Disclosure on Existing Financial Indebtness 26

Other Information and Issue Procedure 35

Other Regulatory and Statutory Disclosures 42

Annexures:
Annexure 1: Summary Term Sheet 43

Annexure 2: Payment Schedule 48

Annexure 3: Undertaking by the Company 50

Annexure 4: Credit Rating Letter from ICRA
51
Annexure 5: Consent Letter from Debenture Trustee 55
Annexure 6: Consent Letter from RTA 57
Annexure 7: Application Form
DEFINITIONS AND ABBREVIATIONS

Unless the context otherwise require, the following terms shall have the
meaning given below in this Information Memorandum/ Disclosure
Document.
Act The Companies Act, 1956 (as amended from time to
time).
Affiliates With respect to any Party means any Person (as
hereinafter defined) which is a Holding Company (as
hereinafter defined) or Subsidiary (as hereinafter
defined) of that Party, or any Person which, directly
or indirectly, (i) Controls (as hereinafter defined)
such Party, (ii) is Controlled by such Party, (iii) is
Controlled by the same Person who, directly or
indirectly, Controls such Party, or (iv) is a
Subsidiary of the same Person of which such Party
is a Subsidiary, or (v) in relation to a natural Person,
a Relative (as hereinafter defined) of such Person.
For the purposes of this definition, the term
"Holding Company" and the term "Subsidiary" shall
have the meaning ascribed to them under Section 4
of the Act.
Allot/Allotment/Allotted Unless the context otherwise requires or implies, the
allotment of the Debentures pursuant to the Issue.
"Articles" or "AOA" Articles of Association of the Company.
Application Form The form prescribed under this Information of
Memorandum to be used by an Investor to apply for
subscription to the Debentures offered through this
Issue.
Board Board of Directors of the Company.
BSE Bombay Stock Exchange Limited.
Business Day A day (other than a Saturday or a Sunday) on which
scheduled commercial banks are open for normal
banking business in New Delhi and Gurgaon.
CDPL Cranes Developers Private Limited
CDPL Promoters Orris Constructions Private Limited, Orris Towers
Private Limited, Orris Buildcon Private Limited and
the Promoters
CDSL Central Depository Services (India) Limited
CDPL Collaboration The collaboration agreements dated October 27,
Agreements 2007 and July 1, 2010 entered into between the
Company and CDPL in respect of the Commercial
Property.
Commercial Complex The commercial complex under the name of 'Orris
Business Square' being developed on the
:',c"
Commercial Property. .// '......_­
-
Commercial Property All that plece and parcel of freehold land
admeasuring 9.5 acres situated in the revenue
estate of Village Shikohpur, Sector 82A, Gurgaon,
Haryana
Company/ Issuer/Orris Orris Infrastructure Private Limited, a company
incorporated under the Act with corporate
identification number U70l09DL2006PTC151295
and having its registered office at RZ-D-5, Mahavir
Enclave, New Delhi -110045.
Control or controlling or Shall include the right to appoint majority of the
controlled by or under directors or to control the management or policy
common control with decisions exercisable by a Person or Persons acting
individually or in concert, directly or indirectly,
including by virtue of their shareholding or
management rights or shareholders agreements or
voting agreements or in any other manner.
Credit Rating Agency ICRA Limited or any other rating agency appointed
by the Company from time to time.
Crores 1 crore = 10 million.
Date ofAllotment The date on which the allotment of Debentures is
made.
Deemed Date of 23-10-2013 or any other date as decided by the
Allotment Issuer.
Debenture 200 (two hundred) secured redeemable non-
convertible debentures of ~ 1,00,00,000/-(Rupees
One Crore only) each of the Company issued to the
Debenture Holders.
Debenture Trustee IL & FS Trust Company Limited.
Debenture Trust Deed Debenture Trust Deed to be executed among the
Company, Debenture Trustee, Promoters, CDPL &
CDPL Promoters
Deed of Hypothecation Deed of Hypothecation to be executed between the
Company and the Debenture Trustee.
Deed of Pledge A deed to be executed between CDPL, its
shareholders and the Debenture Trustee for Pledge
of shares representing the entire issued and paid up
share capital of CDPL.
Default Interest Rate An additional interest of 4% p.a. (four percent per
annum) over and above the Interest Rate (as defined
hereinafter) (viz. the default interest rate shall be
24% (twenty four percent) payable in relation to the
Debentures and the Outstanding Amounts payable
in accordance with Security Documents.
Depository/ (ies) NSDL and CDSL.
Director(s) Duly appointed Director for the time being of the
Company.
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Due Date Date on which any payment In respect of

Debentures falls due i.e. the last day of each

calendar month until the Debentures are not
redeemed in full.
DTCP Director, Town & Country Planning, Haryana,
Chandigarh.
EMI
Equal monthly installment
Event of Default
All events of default as setout in the Security
Documents.
Escrow Agreement Escrow Agreement to be executed among the
Company, Debenture Trustee and Promoters.
Face Value Face value of each Debenture being ~ 1,00,00,000/­
(Rupees One Crore Only).
FSI Floor Space Index.
Information The information memorandum/disclosure document
Memorandum/ prepared by the Company in conformity with the
Disclosure Document SEBI Regulations and other applicable Law for the
Debentures.
Interest Rate The Debentures of the Company shall carry an
interest at the rate of 20% (Twenty Percent) per
annum, payable monthly on the Debentures and all
Outstanding Amounts.
Investor Such Person(s) who subscribes to the Debentures
pursuant to the Issue or purchases the Debentures
subsequently.
Issue Issue of Debentures having aggregate face value of ~
200,00,00,000/- (Rupees Two Hundred Crores only)
to be issued by the Issuer pursuant to this
Information Memorandum/ Disclosure Document,
J
at the Face Value of ~ 1,00,00,000/- (Rupees One

Crore only) for each Debenture.

ISIN International Securities Identification Number.

Memorandum/ MOA Memorandum ofAssociation of the Company.

NSDL National Securities Depository Limited.

NCD Non-Convertible Debentures.

Obligor(s) The Company and the Promoters are collectively

referred to as the Obligors and individually as an

Obligor.

Outstanding Amounts Shall mean, at any time, the entire outstanding

amount due in respect of the Debentures including

the Debenture principal amount, interest payable at

the Interest Rate, default interest payable at the

Default Interest Rate, Premature Redemption

Premium (as defmed in Term Sheet in Annexure 1),

fees, costs, charges and expenses (including any

fees payable to the Debenture Trustee) and other

amounts pa~able in respect of the Debenture~10~
the TransactIOn Documents. /('~/ ,<)'
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Party/ PartIes The Debenture Trustee and the Obligor(s) are
collectively referred to as the Parties and
individually as a Party.
Payment Schedule Means the schedule for payment of interest and
principal installments towards the Debentures, as
provided m Annexure 2 to this Information
Memorandum/ Disclosure Document.
Person(s) Means and includes any natural person, limited or
unlimited liability company, corporation (including
any non-profit corporation), partnership (whether
registered, unregistered, general, limited or
unlimited), sole proprietorship, trust, firm, union,
unincorporated association, joint venture, joint
stock company, Hindu undivided family, estate,
court, tribunal, agency, Government, ministry,
department, commission, self-regulatory
organisation, arbitrator, board, or other entity,
enterprise, authority, or business organisation
whether or not required to be incorporated or
registered under law or any agency or political
subdivision thereof or any other entity that may be
treated as a person under applicable Law.
Personal Guarantees Deed of personal guarantees to be provided by Mr.
Vijay Gupta, Mr. Amit Gupta, Mrs. Kusum Gupta.
Cheques Shall mean the undated cheques to be issued by the
Company to the Debenture Trustee as security for
the payments to be made under Debenture Trust
Deed.
Promoters Mr. Vijay Gupta, Mr. Amit Gupta, Mr. Sumit Gupta,
Mrs. Kusum Gupta, Mrs. Mamta Gupta, Mrs. Pooja
Gupta, Mis Vijay Gupta (HUF) , Mis Amit Gupta
(HUF) and Mr. Sumit Gupta (HUF)
Project Means the residential real estate project branded as
"Greenopolis", being developed and sold by the
Company on parcel of land admeasuring 47.218
Acres as defined in the Debenture Trust Deed in

accordance with a development agreement entered

into with Three C Shelters Private Limited and all

construction thereon present or future.

RBI Reserve Bank of India.

Registrar and Transfer Skyline Financial Services Private Limited.

Agent
~~--------------------+~~~------~~--~-------------------~----~~
Record Date Shall mean the date falling seven days prior to the
Due Date or if it happens to be a holiday, then the
immediately succeeding Business Day shall be the
Record Date. ___ _
f---------------­
ROC The Registrar of Companies, Delhi a:nd Haryar<~~I-»,
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RTGS Real Time Gross Settlement, an electronic funds
transfer facility provided by RBI.
"Rupees" or "~" The lawful currency of India.
SEBI Securities and Exchange Board of India constituted
under the Securities and Exchange Board of India
Act, 1992 (as amended from time to time).
Security Documents Mean and include (i) Debenture Trust Deed, (ii) Deed
of Hypothecation, (iii) Personal Guarantees, (iv)
Escrow Agreement, (v) Memorandum of Entry
recording mortgage by deposit of title deeds of the
Commercial Property (vi) declaration cum
undertaking from CDPL declaring the creation of
I
I mortgage by deposit of title deeds of the Commercial
Property in terms of the memorandum of entry (vii)
Deed of Pledge in respect of the entire issued and
paid up share capital of CDPL (ix) Cheques, and (x)
such other document as may be, required and
agreed upon between the Parties and executed from
time to time.
Transaction Documents Means and includes the Security Documents and
this Information Memorandumj Disclosure
Document.
WDM Wholesale debt market segment of the BSE.
"We", "us", "our" Unless, the context otherwise requires, the
Company, its subsidiaries and joint ventures, if any.
DISCLAIMERS
ISSUER'S DISCLAIMER
This Information Memorandumj Disclosure Document is neither a
prospectus nor a statement in lieu of a prospectus. The issue of Debentures
proposed to be listed on the BSE is being made strictly on a private
placement basis. This Information Memorandumj Disclosure Document is
not intended to be circulated to more than 49 persons. This Information
MemorandumjDisclosure Document is only meant for the Eligible Investors.
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. This Information Memorandumj
Disclosure Document should not be construed to be a prospectus or a
statement in lieu of prospectus under the Act.
This Information Memorandumj Disclosure Document have been prepared
in conformity with the SEBI (Issue and Listing of Debt Securities)
Regulations, 2008, as amended from time to time. Therefore, as per the
applicable provisions, copy of this Information Memorandumj Disclosure
Document has not been filed or submitted to the SEBI for its review ~<ll0;~
approval. il}' ..••... ~\
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This Information Memorandum/ Disclosure Document has been prepared to
provide general information about the Issuer to potential Investor(s) / Eligible
Investors to whom it is addressed and who are willing and eligible to
subscribe to the Debentures strictly on a private placement basis. This
Information Memorandum / Disclosure Document does not purport to
contain all the information that any potential Investor may require.
Neither this Information Memorandum/ 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
Information Memorandum/ 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 Information Memorandum/ Disclosure Document (including the
documents incorporated by reference herein, if any) 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, not
misleading. No person has been authorized to give any information or to
make any representation not contained or incorporated by reference in this
Information Memorandum/ 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.
This Information Memorandum/ Disclosure Document and the contents
hereof are restricted for only the intended recipient(s)/ Eligible Investors who
have been addressed directly and specifically through a communication by
the Company and only such recipient(s)/ Eligible Investors is/are eligible to
apply for the Debentures. All Investors are required to comply with the
relevant regulations/ guidelines applicable to them for investing in this Issue.
The contents of this Information Memorandum/ 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 Information Memorandum/ Disclosure
Document being issued have been sent by or on behalf of the~~,Any
application by a person to whom the Information Memorandu~,t~llisc~~~.re
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Document has not been sent by or on behalf of the Issuer shall be rejected
without assigning any reason.
The Issuer does not undertake to update the Information Memorandum/
Disclosure Document to reflect subsequent events after the date of the
Information Memorandum/ Disclosure Document and thus it should not be
relied upon with respect to such subsequent events without first confirming
its accuracy with the Issuer.
The distribution of this Information Memorandum/ Disclosure Document
and the offering and sale of the Debentures may be restricted by law in
certain jurisdictions. Person(s) into whose possession this Information
Memorandum/ Disclosure Document comes are required to inform
themselves about and to observe any such restrictions. This Information
Memorandum/ Disclosure Document does 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 Information Meinorandum/ Disclosure Document in any
such jurisdiction.
This Information Memorandum/ Disclosure Document is strictly for a
private placement and is only an information brochure for private use by the
Eligible Investors. Nothing in this Information Memorandum/ Disclosure
Document shall constitute and/or deem to constitute an offer or an
invitation to an offer to the Indian public or any section thereof to subscribe
for or otherwise acquire the Debentures. Further, since the Issue is being
made on a private placement basis, the provisions of Section 60 of the Act
shall not be applicable and accordingly, a copy of this Information
Memorandum/ Disclosure Document has not been flIed with ROC or SEB!.
RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulflI its
obligations in respect of the Debentures issued under this Information
Memorandum/ Disclosure Document. All of these factors are contingencies
which mayor may not occur and the Issuer is not in a position to express a
view on the likelihood of any such contingency occurring.
In addition, certain factors which are material for the purpose of assessing
the market risks associated with the Debentures issued under the
Information Memorandum/ Disclosure Document are also described below.
The Issuer believes that the factors described below represent the principal
risks inherent in investing in Debentures issued under the Informa~
\;\
Memorandum/ Disclosure Document, but the inability of the Issuer, ¥:«~tfie
. \)I;)
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