information memorandum€¦ · web view7th floor, tower b, plot no. 8, sector -127, noida, gautam...

For Private Circulation only (For the Addressee only)Serial No.: 01

Addressed to: ___________________________

(THIS DISCLOSURE DOCUMENT IS NEITHER A PROSPECTUS NOR A STATEMENT IN LIEU OF PROSPECTUS. THIS DISCLOSURE DOCUMENT HAS BEEN PREPARED IN CONFORMITY WITH SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008 ISSUED VIDE CIRCULAR NO. LAD-NRO/GN/2008/13/127878 DATED JUNE 06, 2008, AS AMENDED FROM TIME TO TIME, THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 ISSUED VIDE CIRCULAR NO. SEBI/LAD-NRO/GN/2015-16/013 DATED SEPTEMBER 02, 2015, AS AMENDED FROM TIME TO TIME, SECTION 42 OF THE COMPANIES ACT, 2013 AND THE COMPANIES (PROSPECTUS AND ALLOTMENT OF SECURITIES) RULES, 2014)

INFORMATION MEMORANDUMTATA HOUSING DEVELOPMENT COMPANY LIMITED

A public company with limited liability incorporated on March 19, 1942 under the Companies Act, 1913Registered Office and Corporate Office: E Block, Voltas Premises, T. B. Kadam Marg, Chinchpokli, Mumbai, Maharashtra 400033

Telephone No.: 022 - 6661 4444, Fax No: 022 – 6661 4452, Contact Person: Mr. Ritesh Kamdar, Company Secretary Website: www.tatahousing.com

BACKGROUND

BACKGROUNDThis Information Memorandum is related to the Debentures to be issued by Tata Housing Development Company Limited (the “Issuer” or “Company”) on a private placement basis and contains relevant information and disclosures required for the purpose of issuing of the Debentures. The issue of the Debentures described under this Information Memorandum has been authorised by the Issuer through a resolution passed by the shareholders of the Issuer on December 12, 2019 pursuant to Section 42 of the Act read with applicable rules of the Act, a resolution passed by the shareholders of the Issuer on September 12, 2014 pursuant to Section 180(1)(c) of the Act and the resolution passed by the board of directors of the Issuer on November 29, 2018, in accordance with the provisions of the Act and the Memorandum and Articles of the Company.

GENERAL RISKSAs the Issue is being made on a private placement basis, this Information Memorandum has not been cleared by SEBI. The Issue has not been recommended or approved by SEBI, nor does SEBI guarantee the accuracy or adequacy of this Information Memorandum. Investment in debt and debt related securities involve a degree of risk and investors should not invest any funds in debt instruments unless they can afford to take the risk attached to such investments. Investors are advised to take an informed decision and to read the risk factors carefully before investing in this offering. For taking an investment decision, investors must rely on their examination of the Issue including the risks involved in it. Specific attention of investors is invited to statement of Risk Factors contained under Section 3 of this Information Memorandum. These risks are not, and are not intended to be, a complete list of all risks and considerations relevant to the Debentures or investor’s decision to purchase the Debentures.

ISSUER’S ABSOLUTE RESPONSIBILITYThe Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Information Memorandum contains all information with regard to the Issuer and the Issue, which is material in the context of the Issue, that the information contained in this Information Memorandum is true and correct in all material 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 as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

CREDIT RATINGThe Debentures proposed to be issued by the Issuer have been rated by CARE Ratings Limited (the “Rating Agency”/ “CARE”). The Rating Agency has assigned a rating of ‘CARE AA (Stable)’ in respect of the Debentures. Instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations. The above rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. The ratings may be subject to revision or withdrawal at any time by the Rating Agency and should be evaluated independently of any other ratings. Please refer to Annexure I of this Information Memorandum for, the letter dated May 13, 2020 from the Rating Agency assigning the credit rating abovementioned and the rating rationale adopted by the Rating Agency for the aforesaid rating.

LISTINGThe Debentures are proposed to be listed on BSE. Please refer to Annexure XIII of this Information Memorandum for a copy of the in-principle approval letter/email dated May 14, 2020 issued by BSE.

ISSUE SCHEDULE

The Issuer reserves the right to change the Issue Schedule including the Deemed Date of Allotment at its sole discretion, without giving any reasons or prior notice. The Issue shall be open for subscription during the banking hours on each day during the period covered by the Issue Schedule.

Debenture Trustee Registrar & Transfer Agent Arrange to the Issue

Axis Trustee Services LimitedThe Ruby, 2nd Floor, SW, 29, Senapati Bapat Marg,

Dadar – West, Mumbai 400028Email: [email protected]

Contact Person: Mr. Rahul Vaishya, Senior Manager

Website: www.axistrustee.com

Link Intime India Private Limited

C 101, 247 Park, L.B.S Marg, Vikhroli West, Mumbai, Maharashtra 400083

Email: [email protected] Person: Mr. Ganesh JadhavAssistant Vice President – Depository

OperationsWebsite: www.linkintime.co.in

SBI Capital Markets Limited202, Maker Tower ‘E’, Cuffe Parade,

Mumbai – 400 005Tel.: No.: 022 – 2217 8300Fax Nos.: 022 – 2218 8332

Contact Person: Mr. Navneet Kalra Email ID: [email protected]

Website: www.sbicaps.com

TABLE OF CONTENTS

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Information Memorandum dated May 20, 2020 for issue of up to 5000 (Five Thousand) rated, listed, secured, redeemable non-convertible debentures having face value of Rs. 10,00,000/- (Rupees Ten Lakhs only) each, of the aggregate nominal value of up to Rs. 500,00,00,000/- (Rupees Five Hundred Crore only) on a private placement basis (the “Issue”).

Heads DateIssue Opens on May 20, 2020Issue Closes on May 20, 2020

Deemed Date of Allotment May 21, 2020

http://www.linkintime.co.in/

http://www.axistrustee.com/


Addressed to: ___________________________

1. DEFINITIONS AND ABBREVIATIONS2. NOTICE TO INVESTORS AND DISCLAIMERS3. RISK FACTORS4. DISCLOSURES UNDER SEBI REGULATIONS5. DISCLOSURES PERTAINING TO WILFUL DEFAULT6. DISCLOSURES UNDER THE COMPANIES ACT7. APPLICANT’S DETAILS8. OTHER INFORMATION AND APPLICATION PROCESS9. DECLARATIONANNEXURE I: RATING LETTER AND RATING RATIONALEANNEXURE II: CONSENT LETTER FROM THE DEBENTURE TRUSTEEANNEXURE III: APPLICATION FORMANNEXURE IV: AUDITED FINANCIAL STATEMENTSANNEXURE V: SUMMARY FINANCIAL POSITION (AUDITED)ANNEXURE VI: CASH FLOW STATEMENTS (AUDITED)ANNEXURE VII: INDICATIVE CASHFLOW SCHEDULEANNEXURE VIII: RELATED PARTY TRANSACTIONSANNEXURE IX: DETAILS OF LITIGATION OR LEGAL ACTION AND DETAILS OF MATERIAL FRAUDSANNEXURE X: COPY OF BOARD RESOLUTIONANNEXURE XI: COPY OF SHAREHOLDERS’ RESOLUTIONSANNEXURE XII: TERM SHEETANNEXURE XIII: IN PRINCIPLE LISTING APPROVALANNEXURE XIV: REMUNERATION OF DIRECTORS

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Addressed to: ___________________________

1. DEFINITIONS AND ABBREVIATIONS

Unless the context otherwise indicates or requires, the following terms shall have the meanings given below in this Information Memorandum.

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

Applicable Law All applicable statutes, enactments or acts of any legislative body in India, laws, ordinances, rules, bye laws, regulations, notifications, guidelines, policies, directions, directives and orders of any governmental authority in India and any modifications or re-enactments thereof that are relevant to Debentures.

Applicants The investor who applies for subscription to the Debentures by submitting a valid Application Form.

Application Form The form used by the recipient of this Information Memorandum, to apply for subscription to the Debentures, which is annexed to this Information Memorandum and marked as Annexure III.

Application Money The money credited by the Applicant to the Issuer’s bank account for the purpose of subscription of NCD.

Articles ofAssociation/ Articles

The articles of association of the Issuer, as amended from time to time.

Board/Board of Directors The Board of Directors of the Issuer and includes any authorised committee of directors, formed or to be formed in this regard.

Business Day A day (other than a Saturday/Sunday or a bank holiday) on which banks are normally open for business in Mumbai.

BSE BSE LimitedCARE Shall mean CARE Ratings Limited, a company incorporated under

Companies Act, 1956 and having its corproate office at 4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (East), Mumbai - 400 022

CDSL Central Depository Services Limited.Companies Act/ the Act The Companies Act, 2013, and to the extent not repealed and replaced by

the Companies Act, 2013, shall mean the Companies Act, 1956. Debentures / NCDs 5000 (Five Thousand) rated, listed, secured, redeemable non-convertible

debentures having face value of Rs. 10,00,000/- (Rupees Ten Lakhs only) each of the aggregate nominal value of Rs. 500,00,00,000/- (Rupees Five Hundred Crores only).

Debenture Holders / Investors Initially, the persons to whom the Information Memorandum has been issued to and who have subscribed the Debentures in the primary market and thereafter shall mean and include any Person to whom the Debentures are transferred to, each who fulfils the following requirements:

(a) Persons who are registered as such as the Beneficial Owners; and

(b) Persons who are registered as debenture holder(s) in the Register of Debenture Holder(s);

(in the event of any inconsistency between sub paragraph (a) and (b) above, sub paragraph (a) shall prevail).

Debenture Outstandings Shall mean on any given date, any and all amounts that are outstanding in respect of the Debentures on such date (whether due or not), including Principal Amount along with the Redemption Premium, Default Interest, liquidated damages, and all fees, costs, charges, expenses and other monies, if any, payable by the Company in accordance with the terms of the Transaction Documents.

Deemed Date of Allotment May 21, 2020

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Addressed to: ___________________________

Debenture Trustee / Trustees Axis Trustee Services LimitedDeed of Hypothecation The deed of hypothecation to be executed by the Company in favour of

the Debenture Trustee for the purpose of creation of hypothecation over the Hypothecated Assets.

Debenture Trust Deed The Deed to be executed between the Company and the Debenture Trustee setting out the roles and responsibilities of the Debenture Trustee in connection with the issuance of the Debentures.

Demat Refers to dematerialized securities which are securities that are in electronic form and not in physical form, with the entries noted by the Depository.

Depositories Act The Depositories Act, 1996, as amended from time to time.Depository A Depository registered with SEBI under the SEBI (Depositories and

Participant) Regulations, 1996, as amended from time to time with whom the Issuer has made arrangements for dematerializing the Debentures.

Depository Participant / DP A depository participant as defined under the Depositories Act.Director(s) Director(s) of the Issuer unless otherwise mentioned.Disclosure Document / Information Memorandum

This document which sets out the information regarding the Debentures being issued on a private placement basis.

DP ID Depository Participant Identification Number.Due Date Any date on which the holders of the Debentures are entitled to any

payments, including on the Redemption Dates, Put Date(s), Call Date(s) or upon acceleration pursuant to occurrence of any Event of Default or upon early redemption / acceleration in terms of the Transaction Documents.

Early Redemption Date Shall have the meaning assigned to the term in Section 4.20 of this In-formation Memorandum

Early Redemption Option Shall have the meaning assigned to the term in Section 4.20 of this In-formation Memorandum

EBP Guidelines The guidelines issued by SEBI with respect to electronic book mechanism under the terms of the SEBI Circular dated January 5, 2018 (bearing ref-erence number SEBI/HO/DDHS/CIR/P/2018/05) read with the SEBI Cir-cular dated August 16, 2018 (bearing reference number SEBI/HO/DDHS/CIR/P/2018/122) and the operational guidelines issued by the rel-evant Electronic Book Provider, as may be amended, clarified or updated from time to time.

EFT Electronic Fund Transfer.Electronic Book Provider/ EBP Shall have the meaning assigned to such term under the EBP Guidelines. Event of Default Shall mean any of the events described as an ‘Event of Default’ in the

Transaction Documents. Final Settlement Date shall mean the date on which the Debentures have been redeemed in full

on the scheduled Maturity Date in accordance with the terms of the Transaction Documents and the Debenture Trustee (acting on the instructions of the Debenture Holders) has provided a written confirmation of the same to the Issuer (with a copy marked to the Debenture Holders).

Financial Year/ FY Twelve months period commencing from April 1 of a particular calendar year and ending on March 31 of the subsequent calendar year.

Hypothecated Assets shall mean loans and advances made available by the Company including loans and advances to its subsidiaries and related parties and the non-current investments of the Company, both present and future, excluding those charged in favour of banks, the details of which will be more particularly set out in the Deed of Hypothecation.

ICCL Indian Clearing Corporation Limited, being the clearing corporation of BSE.

Issue Private placement of the Debentures.Issue Opening Date Subject to any change to the Issue Schedule by the Issuer, the Issue

Opening Date shall be as indicated on the cover page.

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Addressed to: ___________________________

Issue Closing Date Subject to any change to the Issue Schedule by the Issuer, the Issue Closing Date shall be as indicated on the cover page.

Issuer/ Company/ THDCL Tata Housing Development Company LimitedMajority Debenture Holders Debenture Holder(s) holding an aggregate amount representing not less

than 75% (Seventy Five Percent) of the value of the nominal amount of the Debentures for the time being outstanding.

Management Control shall in relation to any person, mean: (i) holding by any other person, directly or indirectly, of more than 50% of the voting share capital of the said person; and (ii) ability of that other person to direct or cause direction of the management and policies of the said person, whether by operation or law or by contract or otherwise.

Maturity Date May 19, 2023, subject to exercise of Put Option or Call Option or early redemption/ acceleration pursuant to the Event of Default in terms of the Transaction Documents.

Memorandum of Association/ Memorandum

The Memorandum of Association of the Issuer, as amended from time to time

N.A. Not ApplicableNSDL National Securities Depository LimitedPAN Permanent Account NumberPrincipal Amounts Means the aggregate face value of the DebenturesRBI Reserve Bank of IndiaRate of Return Shall have the meaning assigned to the term in Section 4.20 of this

Information Memorandum.Rating Agency CARE Ratings LimitedRecord Date The date which will be used for determining the Debenture Holders who

shall be entitled to receive the amounts due on any Due Date, which shall be the date falling 14 (Fourteen) days prior to any Due Date. It is clarified that the Record Date will always be determined with reference to the original due date irrespective of whether the original due date falls on a Business Day or not.

Redemption Dates The redemption dates for the Debentures shall be as set out in Annexure VII of this Information Memorandum, subject to exercise of Put Option or Call Option or early redemption/ acceleration pursuant to the Event of Default in terms of the Transaction Documents.

Redemption Premium Shall have the meaning assigned to the term in Section 4.20 hereinR&T Agent Registrar and Transfer Agent to the Issue, in this case being Link Intime

India Private Limited.ROC Registrar of CompaniesRs. / INR Indian National RupeeRTGS Real Time Gross SettlementSEBI Securities and Exchange Board of India, constituted under the Securities

and Exchange Board of India Act, 1992 (as amended from time to time).SEBI Electronic Book Mechanism Guidelines

The guidelines issued by SEBI and pertaining to the Electronic Book Mechanism set out in the terms specified by the SEBI in its Circular dated January 05, 2018 (bearing reference number SEBI/HO/DDHS/CIR/P/2018/05) titled ‘Electronic book mechanism for issuance of securities on private placement basis’ read along with the related Clarifications dated August 16, 2018 (bearing reference number SEBI/HO/DDHS/CIR/P/2018/122), and the related operational guidelines issued by the con-cerned Electronic Book Provider, as may be amended, clarified or up-dated from time to time.

SEBI Debt Listing Regulations Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued by SEBI, as amended from time to time.

Special Resolution Means a resolution passed by the Debenture Holders (whether at a meeting of the Debenture Holders or by way of a circular resolution) with

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Addressed to: ___________________________

approval of such number of Debenture Holders whose participation or share in the Principal Amount(s) outstanding with respect to the Debentures aggregate to more than 75% of the value of the nominal amount of the Debentures for the time being outstanding.

Tata Sons Tata Sons Private Limited, a company registered under the provisions of the Companies Act, 1913 and having its registered office at Bombay House, 24, Homi Mody Street, Mumbai – 400 001

TDS Tax Deducted at Source Transaction Documents The documents executed or to be executed in relation to the issuance of

the Debentures, in this case being, (i) this Information Memorandum, (ii) the Debenture Trustee Agreement (iii) the Debenture Trust Deed (iv) Deed of Hypothecation; (v) rating letter and rating rationale (vi) letter of appointment of registrar & transfer agent (vii) consent letter from Debenture Trustee and (viii) any other documents that may be designated by the Debenture Trustee as a Transaction Document.

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Addressed to: ___________________________

2. NOTICE TO INVESTORS AND DISCLAIMERS

2.1 ISSUER’S DISCLAIMER

This Information Memorandum is neither a prospectus nor a statement in lieu of a prospectus and should not be construed to be a prospectus or a statement in lieu of a prospectus under the Companies Act. The issue of the Debentures is being made strictly on a private placement basis and is proposed to be listed. Multiple copies hereof given to the same entity shall be deemed to be given to the same person and shall be treated as such. This Information Memorandum does not constitute and shall not be deemed to constitute an offer or invitation to subscribe to the Debentures to the public in general.

This Information Memorandum has been prepared solely to provide general information about the Issuer to investors to whom it is addressed and who, being permitted pursuant to the provisions of this Information Memorandum, are willing to subscribe to the Debentures. This Information Memorandum does not purport to contain all the information that any potential investor may require. Further, this Information Memorandum has been prepared for informational purposes relating to this transaction only and upon the express understanding that it will be used only for the purposes set forth herein.

Neither this Information Memorandum nor any other information supplied in connection with the Debentures is in-tended to provide the basis of any credit or other evaluation and any recipient of this Information Memorandum should not consider such receipt as a recommendation to subscribe to any Debentures. Each Investor contem-plating subscription to 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 considera-tions arising from an investment in the Debentures and should possess the appropriate resources to analyse such investment and the suitability of such investment to such Investor’s particular circumstances. It is the re-sponsibility of the Investors to also ensure that they will sell these Debentures in strict accordance with the terms and conditions of this Information Memorandum and Applicable Laws, so that the sale does not constitute an of-fer for sale to the public within the meaning of the Companies Act.

The Issuer confirms that, as of the date hereof, this Information Memorandum (including the documents incorporated by reference herein, if any) contains all the information that is material in the context of the Issue and regulatory requirements in relation to the Issue and is accurate in all such material respects. No person has been authorized to give any information or to make any representation not contained or incorporated by reference in this Information Memorandum or in any material made available by the Issuer to any potential Investor pursuant hereto and, if given or made, such information or representation must not be relied upon as having being authorized by the Issuer. Further, the Issuer accepts no responsibility for statements made otherwise than in the Information Memorandum or any other material issued by or at the instance of the Issuer and anyone placing reliance on any source of information other than this Information Memorandum would be doing so at its own risk.

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

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

The person who is in receipt of this Information Memorandum shall not reproduce or distribute in whole or part or make any announcement in public or to a third party regarding the contents hereof without the consent of the Issuer. The recipient agrees to keep confidential all information provided (or made available hereafter), including, without limitation, the existence and terms of the Issue, any specific pricing information related to the Issue or the amount or terms of any fees payable to the Issuer or other parties in connection with the Issue. This Information

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Addressed to: ___________________________

Memorandum may not be photocopied, reproduced, or distributed to others at any time without the prior written consent of the Issuer. Upon request, the recipients will promptly return all material received from the Issuer (including this Information Memorandum) without retaining any copies thereof. If any recipient of this Information Memorandum decides not to participate in the Issue, that recipient must promptly return this Information Memorandum and all reproductions whether in whole or in part and any other information statement, notice, opinion, memorandum, expression or forecast made or supplied at any time in relation thereto or received in connection with the Issue to the Issuer.

The Issuer does not undertake to update the Information Memorandum to reflect subsequent events after the date of Information Memorandum and thus it should not be relied upon with respect to such subsequent events without first confirming its accuracy with the Issuer.

Neither the delivery of this Information Memorandum nor any sale of Debentures made hereafter shall, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of the Issuer since the date hereof.

This Information Memorandum does not constitute, nor may it be used for or in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation. No action is being taken to permit an offering of the Debentures or the distribution of this Information Memorandum in any jurisdiction where such action is required. Persons into whose possession this Information Memorandum comes are required to inform themselves about and to observe any such restrictions. The Information Memorandum is made available to potential Investors in the Issue on the strict understanding that it is confidential.

2.2 DISCLAIMER OF THE TRUSTEE

The Issuer confirms that all necessary disclosures have been made in the Information Memorandum including but not limited to statutory and other regulatory disclosures. Investors should carefully read and note the contents of the Information Memorandum. Each prospective investor should make its own independent assessment of the merit of the investment in the Debentures and the Issuer. Prospective investors should consult their own financial, legal, tax and other professional advisors as to the risks and investment considerations arising from an investment in the Debentures and should possess the appropriate resources to analyze such investment and suitability of such investment to such investor’s particular circumstance. Prospective investors are required to make their own independent evaluation and judgment before making the investment and are believed to be experienced in investing in debt markets and are able to bear the economic risk of investing in such instruments. The Trustees, ipso facto do not have the obligations of a borrower or a principal debtor or as to the monies paid/invested by investors for the Debentures.

2.3 DISCLAIMER IN RESPECT OF JURISDICTION

This Issue is made in India to investors as specified under the clause titled “Persons who may apply” of this Information Memorandum, who shall be specifically approached by the Issuer. This Information Memorandum does not constitute an offer to sell or an invitation to subscribe to Debentures offered hereby to any person to whom it is not specifically addressed. Any disputes arising out of this Issue will be subject to the exclusive jurisdiction of the courts and tribunals at Mumbai. This Information Memorandum does not constitute an offer to sell or an invitation to subscribe to the Debentures herein, in any other jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction.

2.4 DISCLAIMER IN RESPECT OF RATING AGENCY

Ratings are opinions on credit quality and are not recommendations to sanction, renew, disburse or recall the concerned bank facilities or to buy, sell or hold any security. The Rating Agency has based its ratings on information obtained from sources believed by it to be accurate and reliable. The Rating Agency does not, however, guarantee the accuracy, adequacy or completeness of any information and is not responsible for any errors or omissions or for the results obtained from the use of such information. Most entities whose bank facilities/instruments are rated by the Rating Agency has paid a credit rating fee, based on the amount and type of bank facilities/instruments.

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2.5 FORCE MAJEURE

The Company reserves the right to withdraw the Issue at any time prior to the closing date thereof in the event of any unforeseen development adversely affecting the economic and/or regulatory environment or otherwise. In such an event, the Company will refund the Application Money, if any, collected in respect of the Issue in accordance with the Information Memorandum without assigning any reason.

2.6 ISSUE OF DEBENTURES IN DEMATERIALISED FORM

The Debentures will be issued in dematerialised form. The Issuer has made arrangements with the Depository(ies) for the issue of the Debentures in dematerialised form. Investors will have to hold the Debentures in dematerialised form as per the provisions of Depositories Act. The Issuer shall take necessary steps to credit the Debentures allotted to the beneficiary account maintained by the Investor with its depositary participant. The Issuer will make the allotment to Investors on the Deemed Date of Allotment after verification of the Application Form, the accompanying documents and on realisation of the Application Money.

2.7 DISCLAIMER CLAUSE OF STOCK EXCHANGES

As required, a copy of this Information Memorandum shall be filed with BSE in terms of the SEBI Debt Listing Regulations. It is to be distinctly understood that submission of this Information Memorandum to the BSE should not in any way be deemed or construed to mean that this Information Memorandum has been reviewed, cleared, or approved by the BSE; nor does the BSE in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Information Memorandum; nor does the BSE warrant that the Issuer’s Debentures will be listed or will continue to be listed on the BSE; nor does the BSE take any responsibility for the soundness of the financial and other conditions of the Issuer, its promoters, its management or any scheme or project of the Issuer.

2.8 DISCLAIMER CLAUSE OF SEBI

As per the provisions of the SEBI Debt Listing Regulations, it is not stipulated that a copy of this Information Memorandum has to be filed with or submitted to the SEBI for its review/approval. It is to be distinctly understood that this Information Memorandum should not in any way be deemed or construed to have been approved or vetted by SEBI and that this Issue is not recommended or approved by SEBI. SEBI does not take any responsibility either for the financial soundness of any proposal for which the Debentures issued thereof is proposed to be made or for the correctness of the statements made or opinions expressed in this Information Memorandum.

Each recipient of the Information Memorandum acknowledges that each recipient has been afforded an opportunity to request and to review and has received all additional information considered by the recipient to be necessary to verify the accuracy of or to supplement the information contained therein. The Company has prepared this Information Memorandum and the Company is solely responsible for its contents. All the information contained in this Information Memorandum has been provided by the Company or is from publicly available information.

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3. RISK FACTORS

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

3.1 REPAYMENT IS SUBJECT TO THE CREDIT RISK OF THE ISSUER

Potential investors should be aware that receipt of the Principal Amount, Redemption Premium payments and any other amounts that may be due in respect of the Debentures is subject to the credit risk of the Issuer. Potential investors assume the risk that the Issuer will not be able to satisfy their obligations under the Debentures. In the event that bankruptcy proceedings or composition, scheme of arrangement or similar proceedings to avert bankruptcy are instituted by or against the Issuer, the payment of sums due on the Debentures may not be made or may be substantially reduced or delayed.

3.2 THE SECONDARY MARKET FOR THE DEBENTURES MAY BE ILLIQUID

The Debentures may be very illiquid and no secondary market may develop in respect thereof. Even if there is a secondary market for the Debentures, it is not likely to provide significant liquidity. Potential investors may have to hold the Debenture until redemption to realize any value.

3.3 CREDIT RISK & RATING DOWNGRADE RISK

The Rating Agency has assigned the credit ratings to the Debentures. In the event of deterioration in the financial health of the Issuer, there is a possibility that the Rating Agency may downgrade the rating of the Debentures.

3.4 TAX, LEGAL AND ACCOUNTING CONSIDERATIONS

Special tax, accounting and legal considerations may apply to certain class/ types of investors. Potential in-vestors are advised to consult with their own tax, accounting and legal professional advisors to determine the tax, accounting, legal or other implications of their investment in the present Issue.

3.5 MATERIAL CHANGES IN REGULATIONS TO WHICH THE ISSUER IS SUBJECT COULD IMPAIR THE ISSUER’S ABILITY TO MEET PAYMENT OR OTHER OBLIGATIONS.

The Issuer is subject generally to changes in Indian law, as well as to changes in government regulations and policies and accounting principles. Any changes in the regulatory framework could adversely affect the profitability of the Issuer or its future financial performance, by requiring a restructuring of its activities, increasing costs or otherwise.

3.6 LEGALITY OF PURCHASE

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

3.7 THE ISSUER’S BUSINESS IS HEAVILY DEPENDENT ON THE PERFORMANCE OF THE REAL ESTATE MARKET.

The Issuer’s business is heavily dependent on the performance of the real estate market in India, particularly in the regions in which the Issuer operates, and could be adversely affected if market conditions deteriorate. Real estate projects take a substantial amount of time to develop, and given that the real estate market both for land

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and developed properties is relatively illiquid, there may be high transaction costs as well as little or insufficient demand for land or developed properties at the expected rental or sale price, as the case may be, which may limit the Issuer’s ability to respond promptly to market events. Further, the Issuer’s profitability could be adversely affected if it purchases land at high prices and the Issuer has to sell or lease the projects developed on these lands during weaker economic periods. Further the Issuer has also undertaken few development management contracts for the development of project owned by the land owners with a fee based income for the Issuer, which extensively depends upon the performance of the project, its developability, sales price of product, revenue of the project, fund availability for the project, credibility and reputation of the land owners etc.

Further, on account of outbreak of the COVID-19 pandemic across the world in the last quarter of FY20 has resulted in disruption of the business activities. The lockdown conditions across the world especially since the month of March 2020 have severely impacted the business operations, coming at the crucial time of the year-end. The economic impact of the pandemic has already started reflecting on the business and has dampened the sentiments. Its impact will be clear as the picture pans out.

3.8 IN CASE THE ISSUER FACES INTENSE COMPETITION IN ITS BUSINESS, THE ISSUER MAY NOT BE ABLE TO COMPETE EFFECTIVELY, PARTICULARLY IN REGIONAL MARKETS AND IN ITS NEW BUSINESSES.

The Issuer operates in highly competitive markets, and competition in these markets is based primarily on the availability and cost of land banks. To remain competitive, the Issuer has to continuously strive to reduce procurement costs and improve operating efficiencies. The Issuer also faces competition from both domestic and foreign companies in bidding for new property development projects. The Issuer’s business plan is to expand across India. As the Issuer seeks to diversify its regional focus, it faces the risk that some of its competitors, who are also engaged in real estate development, may be better known in other markets, enjoy better relationships with landowners and joint venture partners, gain early access to information regarding attractive parcels of land and be better placed to acquire such land. The Issuer must also compete with an increasing number of commercial real estate developers. Increasing competition could result in price and supply volatility, which could cause its business to suffer.

The Issuer’s exposure to risks including delays in acquisition of land, construction delays, delay in regularity approval, unanticipated costs increases, changes in the regulatory environment, political environment and its inability to negotiate satisfactory arrangements with joint venture partners is enhanced. The business environment may materially change, and the Issuer may not have the ability to modify its existing arrangements/development plans to reflect these changes and its commitments under these arrangements may restrict its ability to implement changes in its business plan. This may limit the Issuer’s business flexibility, expose it to an increased risk of unforeseen business and industry changes and could have a material adverse effect on its business, financial condition and results of operations.

3.9 POLITICAL AND ECONOMIC RISK IN INDIA

The Issuer operates mainly within India and, accordingly, a substantial part of its revenues are derived from the domestic market. As a result, it is highly dependent on prevailing economic conditions in India and its results of operations are significantly affected by factors influencing the Indian economy. An uncertain economic situation, in India and globally, could result in a slowdown in economic growth, investment and consumption. A slowdown in the rate of growth in the Indian economy could result in lower demand for credit and other financial products and services and higher defaults. Any slowdown in the growth or negative growth of sectors where the Issuer has a relatively higher exposure could adversely impact its performance. Any such slowdown could adversely affect its business, prospects, results of operations and financial condition. The Issuer’s performance and the quality and growth of its assets are necessarily dependent on the health of the overall Indian economy. A slowdown in the Indian economy could adversely affect the business, future financial performance and results of operations of the Issuer.

3.10 INTERNAL RISKS

A. The Issuer may enter into arrangements with various third parties to acquire land or development rights and the Issuer cannot assure you that such parties have acquired ownership rights or clean title in

11


Addressed to: ___________________________

respect of these lands. Issuer cannot assure you that land and property acquired/purchased by the Issuer have the absolute ownership rights or clean title in respect of the lands.

B. The Issuer may have entered into development agreements which do not convey any interest in the immovable property to the Issuer and only the development right is transferred in favour the Issuer. Further, investments through development agreements involve risks, including the possibility that the development partners may fail to meet their obligations under the development agreement, causing the whole project to suffer.

C. The Issuer is dependent upon third party entities for the construction and development of its projects, which entails certain risks including limited control over the timing or quality of services and sophisticated machinery or supplies provided by such third parties.

D. Increase in prices of, shortages of, or delays or disruptions in the supply of building materials or labour could adversely affect the business, financial condition and results of operations of the Issuer.

E. The Issuer may not be able to add to or replenish the existing land bank (including development rights) by acquiring suitable sites or entering into development agreements for suitable sites in locations with growth potential and at reasonable cost, which may adversely affect its business and prospects.

F. The Issuer may be required to make certain advance payments to the owners of the land when it enters into joint development agreements, which may not be recoverable. Further, the Issuer may be required to pay certain penalties or liquidated damages in the event of any delay in the completion of the development within the time frame specified in the joint development agreements or joint venture agreements.

G. The Issuer’s inability to acquire ownership of or development rights over parcels of land may affect its future development activities and business prospects, financial condition and result of operations.

H. If the Issuer fails to anticipate and respond to customer requirements, business and prospects of the Issuer could be adversely affected.

I. The Issuer is dependent on its senior management and key personnel and its ability to retain them and attract new key personnel when necessary is an important component of success.

3.11 RISKS IN RELATION TO ENFORCEMENT

A. Significant delays may be faced in court proceedings in India.

The Debenture Trustee and/or the Debenture Holders may need to seek recourse to Indian courts to enforce their rights under the Transaction Documents and/or in respect of the Debentures in the event that the Issuer fails to honour its obligations in relation to the Debentures. It is not unusual for court proceedings in India to continue for extended periods. Disposition of cases may be further subject to various delays including multiple levels of appellate adjudication.

B. Exercise of powers by the Debenture Trustee is subject to equitable principles and supervisory powers of courts.

The exercise by the Debenture Trustee of the powers and remedies conferred on it under the Debentures, and the Transaction Documents, or otherwise vested in it by law, will be subject to general equitable principles, the general supervisory powers and discretion of the Indian courts in the context thereof and the obtaining of any necessary governmental or regulatory consents, approvals, authorisations or orders.

C. The right of the Debenture Holders to receive payments under the Debentures will be junior to certain tax and other liabilities, including monies due and payable to secured creditors of the Issuer, preferred by law on an insolvency of the Issuer.

12


Addressed to: ___________________________

13


Addressed to: ___________________________

4. DISCLOSURES UNDER SEBI REGULATIONS

4.1 Documents submitted to the exchanges

The following documents have been submitted to the stock exchange:

A. Memorandum and Articles of Association and necessary resolution(s) for the allotment of the Debentures;

B. Copy of last 3 (Three) years audited Annual Reports;C. Statement containing particulars of, dates of, and parties to all material contracts and agreements;D. Copy of the Board / Committee Resolution authorising the issue of Debentures and list of authorised

signatories;E. Undertaking from the Issuer stating that all documents required to be executed in relation with the

Debentures shall be executed within the time frame specified, and uploaded on the website of the Designated Stock Exchange, where the Debentures are listed, within a period of 5 (Five) working days of the execution of the same; Any other particulars or documents that the stock exchange may call for as it deems fit.

F. An undertaking that permission/consent from the prior creditor for the pari-passu charge being created in favor of the Debenture Trustee has been obtained, if so required.

4.2 Documents submitted to the Debenture Trustee

The following documents have been submitted to the Debenture Trustee:

A. Memorandum and Articles of Association and necessary resolution(s) for the allotment of the Debentures;

B. Copy of last 3 (Three) years audited Annual Reports;C. Statement containing particulars of, dates of, and parties to all material contracts and agreements;D. Latest audited and standalone financial information (profit & loss statement, balance sheet and cash

flow statement) and auditor qualifications, if any.E. An undertaking to the effect that the Issuer would, till the redemption of the Debentures, submit the

details mentioned in point (D) above to the Debenture Trustee within the timelines as mentioned in Simplified Listing Agreement issued by SEBI vide circular No.SEBI/IMD/BOND/1/2009/11/05, dated May 11, 2009 as amended from time to time, for furnishing / publishing its half yearly / annual result. Further, the Issuer shall within 180 (One Hundred and Eighty) days from the end of the financial year, submit a copy of the latest annual report to the Debenture Trustee and the Debenture Trustee shall be obliged to share the details submitted under this clause with all ‘Qualified Institutional Buyers’ (QIBs) and other existing debenture holders within 2 (Two) Business Days of their specific request.

4.3 Issuer Information

Name: Tata Housing Development Company LimitedRegistered office and corporate office of the Issuer: E Block, Voltas Premises, T. B. Kadam Marg

Chinchpokli Mumbai Mumbai City, Maharashtra 400033

Compliance Officer of Issuer: Mr. Ritesh Kamdar, Company SecretaryAddress: E Block, Voltas Premises, T. B. Kadam Marg


CFO of Issuer: Mr. Khiroda JenaAddress: Block, Voltas Premises, T. B. Kadam Marg


Trustee to the Issue: Axis Trustee Services Limited

14


Addressed to: ___________________________

Address: The Ruby, 2nd Floor, SW, 29, Tulsi Pipe Rd, Dadar West, Mumbai, Maharashtra 400028

Registrar to the Issue: Link Intime India Private LimitedAddress: C 101, 247 Park, L.B.S Marg, Vikhroli West,

Mumbai, Maharashtra 400083

Credit Rating Agency of the Issue: CARE Ratings LimitedAddress: 4th Floor, Godrej Coliseum, Somaiya Hospital

Road, Off Eastern Express Highway, Sion (East), Mumbai - 400 022

Auditors of the Issuer: B S R & Co. LLP Address: 5th Floor, Lodha Excelus, Apollo Mills

Compound, N. M Joshi Marg, Mahalaxmi, Mumbai - 400011

4.4 A brief summary of business / activities of Issuer and its line of business

A. Overview:

The Company is a closely held public limited company and a subsidiary of Tata Sons Private Limited. It commenced its real estate operations in 1984. Tata Sons Private Limited holds 99.96% of ordinary share capital of the Company. Today, the Company enjoys the unique position of having large in-city real estate properties in major metros and mini metros. As a comprehensive real estate developer of choice, the Company straddles across all consumer segments from value housing to luxury housing. By offering products ranging from Rs. 30 lakhs to Rs.14 crores, the company has a diversified portfolio under various stages of development. Going with the Company ethos and with a vision of catering to low and medium income segments, the Company pioneered the concept of low-cost housing under the banner of Tata Value Homes Limited, a 100% subsidiary of the Company launched in 2009, to exclusively cater to low-cost and affordable housing in the price range of Rs. 5 to 35 lakhs. Since then Tata Value Homes Limited is developing landmark integrated and sustainable township projects in various parts of India. The Company has taken up the cause of environment by committing to develop certified green buildings, thus, saving energy for the country. The first green development to be executed under this norm was Xylem – Bangalore’s first LEED Gold Rated Green Building. ‘Prive’ in Lonavala, Maharashtra is pre-certified platinum rated, while ‘Aquila Heights’ and ‘Raisina Residency’ are Gold certified green developments by the Indian Green Building Council (IGBC).

B. Corporate Structure:

The Company is a subsidiary of Tata Sons Private Limited which holds 99.96% of the equity share capital of the Company. In connection with the subsidiaries of the Company as on the date hereof, please refer to Section 6 of this Information Memorandum.

C. Key Operational and Financial Parameters for the last 3 audited years: (Rs. in Lakh)

Parameters For the period ended 30.09.2019

FY 2019 FY 2018 FY 2017

Net-worth 195838.31 233,427.00 151,236.00 115,033.00

Total Debt 271,342.00 241,315.00 289,770.00 304,336.00 of which

Non-Current Maturities of Long-Term Borrowing

10,003.00 80,010.00 114,991.00 135,036.00

Short Term Borrowing 149977 111,061.00 150,097.00 150,747.00 Current Maturities of Long Term Borrowing

104804 44,986.00 20,013.00 15,012.00

15


Addressed to: ___________________________

Interest Accrued 6558 5,258.00 4,669.00 3,541.00 Net Fixed Assets* 869 1,015.00 1,176.00 1,134.00 Non Current Assets 213,611.00 213,449.23 111,996.00 87,459.00 Cash and Cash Equivalents 10,177.00 2,518.00 2,087.00 1,381.00 Current Investments 24.00 24.00 24.00 24.00 Current Assets 414,739.00 453,211.00 464,179.96 402,790.00 Current Liabilities 298,504.55 281,577.12 280,637.19 210,942.00 Net Sales 62,971.00 140,769.00 53,312.00 61,911.00 EBITDA -25,495.00 5,625.00 -3,280.90 11,649.22 EBIT -25,700.89 5,038.27 -3,904.90 11,225.22 Interest 9,918.00 22,611.00 16,781.00 17,765.00 PAT -37,590.84 -11,623.73 -13,923.76 -4,445.78 Dividend amounts - - - - Current ratio 1.39 1.61 1.65 1.91 Interest Coverage Ratio -2.57 0.25 -0.20 0.66 Gross Debt/ Equity Ratio 1.39 1.03 1.92 2.65 Debt Service Coverage Ratio -0.16 0.04 -0.03 0.07 * Excluding CWIP

D. Gross Debt: Equity Ratio of the Issuer:

Before the issue of Debentures 1.39After the issue of Debentures ~1.39* Networth is taken from audited balance sheet as on 30/9/2019

E. Project cost and means of financing, in case of funding of new projects: N.A. 4.5 Brief history of Issuer since its incorporation

A. Details of Share Capital as on last quarter end i.e. March 31, 2020:

Share Capital Aggregate value at face value (Rs. in crore)

Authorised Share Capital 1000 Issued, Subscribed and Paid Up Share Capital 730.15

B. Changes in its capital structure as on the last quarter end i.e. March 31, 2020, for the last five years:

Date of Change (AGM/EGM)

Rs. Particulars

28/09/2017 1000,00,00,000 The authorized share capital has been increased from Rs. 325,00,00,000 to Rs. 1000,00,00,000

C. Equity Share Capital History of the Company as on last quarter end i.e. March 31, 2020, for the last five years:

16


Addressed to: ___________________________

D. Details of any Acquisition or Amalgamation in the last 1 (One) year:

- The Company has acquired 51% equity stake in Land Kart Builders Private Limited with effect from July 18, 2019 through its wholly owned subsidiary Tata Value Homes Limited; and

- The Company had acquired balance 50% equity stake of Princeton Infrastructure Private Limited (“PIPL”) as a result of which PIPL became the wholly owned subsidiary of the Company with effect from March 15, 2019. The PIPL was an associate company of the Company prior to such acquisition.

E. Details of any Reorganization or Reconstruction in the last 1 (One) year: None

4.6 Details of the shareholding of the Company as on the latest quarter end i.e. March 31, 2020:

A. Shareholding pattern of the Company as on last quarter end i.e. March 31, 2020:Sr. No.

Name of the Shareholder Total No. of Equity Shares held

No of Shares held in Demat Form

Total Shareholding as % of total no. of equity shares

1 Tata Sons Private Limited 729,867,222 729,867,222 99.962 Tata Industries Limited 284,338 284,338 0.043 Mr. P. S. Mistry 519 519 0.004 Mr. F. A. Poncha 288 0 0.005 Mr. Ratan Tata 180 180 0.00

6 Tata Sons Private Limited jointly with Mr. Nikhil Kumar

45 45 0.00

7 Tata Sons Private Limited jointly with Mr. K. R. Bhagat

45 45 0.00

8 Tata Sons Private Limited jointly with Mr. F. N. Subedar

45 45 0.00

9 Tata Sons Private Limited jointly with Mr. E. N. Kapadia

41 41 0.00

Note: Shares pledged or encumbered by the promoters (if any): None

B. List of top 10 holders of equity shares of the Company as on the latest quarter end i.e. March 31, 2020:

Sr. No.

Name of the Shareholder Total No. of Equity Shares held


Total Shareholding as % of total

17

Date of Allotment

No of Equity Shares

Face Value of Shares

(Rs.)

Issue Price (Rs.)

Nature of

Allotment

Cumulative Form of considerati

on

Remarks

No. of equity shares

Equity share capital (Rs.)

Equity share premi

um (Rs in Crore)

18/02/2019

32,47,71,811

10 40 Rights Issue

730152723

7301527230

1781.05

Cash -

16/01/2018

11,90,47,648

10 42 Rights Issue

405380912

4053809120

806.74 Cash -

30/7/2014 8,41,66,667

10 60 Preferential Issue

286333264

2863332640

844.17 Cash -


Addressed to: ___________________________

no. of equity shares

1 Tata Sons Private Limited 729,867,222 729,867,222 99.962 Tata Industries Limited 284,338 284,338 0.043 Mr. P. S. Mistry 519 519 0.004 Mr. F. A. Poncha 288 0 0.005 Mr. Ratan Tata 180 180 0.006 Tata Sons Private Limited jointly with Mr.

Nikhil Kumar45 45 0.00


45 45 0.00


45 45 0.00


41 41 0.00

4.7 Following details regarding the directors of the Company:

A. Details of current directors of the Issuer*:

Name, Designation and Director’s Identification Number (DIN)

Age Address Director of the Issuer since

Details of other directorship

Mr. Banmali AgrawalaDesignation: ChairmanDIN: 00120029

57 Bombay House, Homi Mody Street, Fort, Mumbai - 400023

24/03/2018 (i) The Tata Power Company Limited(ii) Tata Projects Limited(iii) Tata Realty and Infrastructure Limited(iv) Airasia (India) Limited(v) Tata Advanced Systems Limited

Mr. Sanjay DuttDesignation: MD & CEO05251670

54 E Block, Voltas Premises, T B Kadam Marg, Chinchpokli, Mumbai – 400033

01/04/2018 (i) Tril Constructions Limited(ii) Smart Value Homes (Peenya Project) Private Limited(iii) Promont Hilltop Private Limited(iv) Tata Value Homes Limited(v) Tril Infopark Limited(vi) Tata Realty and Infrastructure Limited

Mr. Santhanakrishnan SDesignation: DirectorDIN: 00032049

70 PKF Sridhar & Santhanam, KRD GEE Crystal, 7th Floor, 91-92, Dr. Radhakrishnan, Salai

Mylapore, Chennai 600004

13/09/2010 (i) Tata Realty and Infrastructure Limited(ii) Sands Chembur Properties Private Limited(iii) Sands BKC Properties Private Limited(iv) Tata Global Beverages Limited(v) ICICI Home finance company Limited

18

http://www.mca.gov.in/mcafoportal/companyLLPMasterData.do




Addressed to: ___________________________

(vi) IDBI Capital Markets & Securities Limited

Mr. Nipun AggarwalDesignation: DirectorDIN: 08094159

46 Bombay House, Homi Mody Street, Fort, Mumbai – 400023

24/03/2018 (i) Tata Projects Limited(ii) Tril Urban Transport Private Limited(iii) Tril Roads Private Limited(iv) Tata Value Homes Limited

Mr. Dileep ChoksiDesignation: DirectorDIN: 00016322

70 A-902, Marathon Futurex, N. M. Joshi Marg, Lower Parel (East), Mumbai 400013

31/03/2015 (i) UTPL Corporate Trustees Private Limited(ii) Gujarat International Finance Tec-City Company Limited(iii) Miramac Properties Private Limited(iv) Arvind Limited(v) Swaraj Engines Limited(vi) Aia Engineering Limited(vii) Universal Trusteeship Services Limited (viii) ICICI Prudential Life Insurance Company Limited (ix) Lupin Limited (x) Protego Multi Family Office Private Limited

Ms. Sucheta ShahDesignation: DirectorDIN: 00322403

54 403, Prospect Chambers, 4th Floor.317, DN Road, Fort, Mumbai-01

31/03/2015 (i) Jayant Agro-Organics Limited (ii) Atlas Integrated Finance Limited (iii) Atlas Wealth Management Private Limited(iv) Ihseduagrochem Private Limited

Mr. Venkataramanan K.Designation: DirectorDIN: 01728072

59 Bangalore Office 2, Block C, Kirloskar Business ParkHebbal, Bangalore

26/06/2013 (i) Tata Coffee Limited(ii) Kanan Devan Hills Plantations Company Private Limited(iii) Alliance Coffee Limited(iv) Amalgamated Plantations Private Limited(v) Tata Tea Holdings Private Limited

*Company to disclose name of the current directors who are appearing in the RBI defaulter list and/or ECGC default list, if any. - None

B. Details of change in directors since last three years:

Name, Designation and DIN

Date of Appointment/ Resignation

Director of the Company since (in case of resignation)

Remarks

Mr. Brotin BanerjeeDIN: 01522816Designation: MD & CEO

June 13, 2018 April 17, 2008 Due to their pre-

occupations and other

commitments Mr. Sanjay UbaleDIN: 02040738Designation: Director

August 8, 2018 September 30, 2008

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Addressed to: ___________________________

Mr. Eruch KapadiaDIN: 02230412Designation: Director

March 27, 2018 June 20, 2016


March 24, 2018 N.A. N.A.


March 24, 2018 N.A. N.A.

Mr. Sanjay DuttDesignation: MD & CEO05251670

April 1, 2018 N.A. N.A.

4.8 Following details regarding the auditors of the Company:

A. Details of the auditor of the Company:

Name Address Auditor sinceB S R & Co. LLP

5th Floor, Lodha Excelus, Apollo Mills Compound, N. M Joshi Marg, Mahalaxmi, Mumbai - 400011

September 28, 2017

B. Details of change in auditors since last three years:

Name Address Date of Appointment/ Resignation

Auditor of the Issuer since (in case of resignation)

Remarks

M/s Deloitte Haskins & Sells LLP

Lotus Corporate Park, 1st Floor, Wing A-G, CTS No. 185/a, Jay Coach, Off Western Express Highway, Goregaon (East), Mumbai – 400 0063

September 25, 2008

N.A. M/s Deloitte Haskins & sells LLP have completed their tenure of two terms on September 28, 2017, hence they could not be re-appointed.

B S R & Co. LLP

5th Floor, Lodha Excelus, Apollo Mills Compound, N. M Joshi Marg, Mahalaxmi, Mumbai - 400011

September 28, 2017

N.A. Appointed for a 1st term of 5 years

4.9 Details of borrowings of the Company:

A. Details of Secured Loan Facilities, as on the March 31, 2020:(Rs. in Lakhs)

Lender’s Name

Type of Facility

Amount Sanctioned

Principal Amount Outstanding

Repayment Date/Schedule

Security

IDBI Bank Limited

Working Capital Loan

22500 15439 Repayable on demand

Secured by way of hypothecation on current assets of HDFC Bank 7000 6287

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Addressed to: ___________________________

Limited the Company excluding for mulund project

ICICI Bank Limited

15000 14455

Deutsche Bank

5000 5000

State Bank of India

10000 --

The Hongkong and Shanghai

Banking Corporation

Limited

10500

9500

B. Details of Unsecured Loan Facilities, as on the March 31, 2020:(Rs. in Lakhs)

Lender’s Name

Type of Facility

Amount Sanctioned

Principal Amount Outstanding

Repayment Date/Schedule

HDFC Bank Limited

Short term loan

10000 5000 Working capital, repayable on

demand/renewable credit lines

5000

Axis Bank WCDL 20000 19403

Federal Bank WCDL 10000 50005000

Deutsche Bank WCDL 10000 2000

C. Details of Non-Convertible Debentures, as on the date of this Information Memorandum:

(Amount in Lakhs)Debenture Series

Tenor/ Period of Maturity

Coupon (%)

Amount

Date of Allotment

Redemption Date/ Schedule

Credit Rating

Secured / Unsecured

Security

1000 9.15% -

Debentures of ₹

1,000,000 each

1131 days

9.15 10000 Aug. 23,

2018

27/09/ 2021

ICRA AA

Secured

1) Secured by way of token security by first charge on retail units in the complex known as Shubh Griha, being constructed on the property bearing Gut Nos. 110, 107/5 situated at Village Betgaon, Taluka Palghar, District Thane; and2) First charge of

1.25 times at book value on loans and

advances including loans

and advances to

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Addressed to: ___________________________

subsidiaries, non-current

Investments, interest accrued

on loans with related parties

(excluding those charged in favour of banks), present

and future1000

8.80% - Debenture

s of ₹ 1,000,000

each

1095 days

8.80 10000 Dec. 27,

2019

26/12/2022

First charge of 1.25 times at book value on loans and

advances including loans

and advances to subsidiaries, non-

current Investments,

interest accrued on loans with related parties

(excluding those charged in favour of banks), present

and future

5000 8.80% -

Debentures of ₹

1,000,000 each

1095 days

8.60 50000 Feb 07, 2020

06/02/2023

CARE AA

2000 9.10% -

Debentures of ₹

1,000,000 each

1095 days

9.10 20000 May 19, 2020

19/05/2023

CARE AA

D. List of Top Debenture Holders as on May 01, 2020:

Sr. No. Name of the Debenture Holders Amount (in Cr.)1 ADITYA BIRLA SUN LIFE TRUSTEE PRIVATE LIMITED

A/C ADITYA BIRLA SUN LIFE CREDIT RISK FUND 15002 HDFC TRUSTEE COMPANY LTD. A/C HDFC HYBRID

DEBT FUND 11503 ICICI PRUDENTIAL ULTRA SHORT TERM FUND 10004 ICICI PRUDENTIAL ULTRA SHORT TERM FUND 10005 HDFC TRUSTEE COMPANY LIMITED A/C HDFC

MEDIUM TERM DEBT FUND 8506 HDFC TRUSTEE COMPANY LTD A/C HDFC CREDIT

RISK DEBT FUND 7607 ADITYA BIRLA SUN LIFE TRUSTEE PRIVATE LIMITED

A/C ADITYA BIRLA SUN LIFE DYNAMIC BOND FUND 5008 HDFC TRUSTEE CO. LTD. A/C HDFC FMP 1141D

AUGUST 2018 (1) 240

E. The amount of corporate guarantees issued by the Issuer, as on the September 30, 2019, along with name of the counterparty (like name of subsidiary, JV entity, group company, etc) on behalf of whom it has been issued:

22


Addressed to: ___________________________

- Corporate guarantee given in favour of the Hongkong and Shanghai Banking Corporation Limited and Standard Chartered Bank by the Company on behalf of wholly owned subsidiary namely One Colombo Project (Private) Limited as at September 30, 2019: ₹ 559.23 crores (As at March 31, 2019 ₹ 551.11 crores).

- Corporate guarantee given in favour of Link Intime India Private Limited (in its capacity as the debenture trustee) by the Company on behalf of a subsidiary namely Promont Hillside Private Limited as at September 30, 2019: ₹ 400 crores (As at 31 March 2019 ₹ 400 crores) and together with redemption premium of Yield To Redemption of 9.85% p.a. (for year ended 31st March, 2019: 9.85% p.a.) and other charges.

F. Details of Commercial Paper:- The total face value of commercial papers outstanding, as on

March 31, 2020, to be provided and its breakup in the following table:

Maturity Date Amount Outstanding (Rs. in Lakhs)19-June-20 1000024-June-20 2959015-June-20 1000027-May-20 75001-June-20 100003-June-20 1000011-June-20 10000

Total 87090

G. Details of rest of the borrowings (if any, including hybrid debt like FCCB, optionally convertible debentures/preference shares) as on March 31, 2020:

PartyName (in

caseof

Facility) / Instrument

Name

Type ofFacility /Instrume

nt

AmountSanctioned

/ Issued

PrincipalAmount

Outstanding

RepaymentDate /

Schedule

CreditRating

Secured /Unsecure

d

Security

None

H. Details of all defaults and/or delay in payments of interest and principal of any kind of term loans, debt securities and other financial indebtedness including corporate guarantee issued by the Company, in the past 5 (five) years, as on the March 31, 2020: None

I. Details of any outstanding borrowings taken/ debt securities issued where taken / issued (i) for consideration other than cash, whether in whole or part, (ii) at a premium or discount, or (iii) in pursuance of an option, as on the March 31, 2020: None

4.10 Details of Promoters of the Company

A. Details of Promoter Holding in Company as on the latest quarter end i.e. March 31, 2020:Sr. No.

Name of the Shareholder

Total No. of Equity Shares held


Total Shareholding as % of total no. of equity shares

No. of shares pledged

% of shares pledged with respect to shares owned

1 Tata Sons Private Limited

729,867,222 729,867,222 99.96% None N.A.

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Addressed to: ___________________________

2 Tata Industries Limited

284,338 284,338 0.04% None N.A.

3 Tata Sons Private Limited jointly with Mr. Nikhil Kumar

45 45 0.00% None N.A.


45 45 0.00% None N.A.


45 45 0.00% None N.A.


41 41 0.00% None N.A.

4.11 Abridged version of the Audited Consolidated (wherever available) and Standalone Financial Information (like Profit and Loss statement, Balance Sheet and Cash Flow statement) for at least last three years and auditor qualifications, if any:

Please refer to Annexure IV

4.12 Abridged version of Latest Audited/Limited Review Half Yearly Consolidated (wherever available) and Standalone Financial Information (like profit & loss statement, and balance sheet) and auditors qualifications, if any:

Not Applicable

4.13 Any material event/ development or change having implications on the financials/credit quality (e.g. any material regulatory proceedings against the Issuer/promoters, tax litigations resulting in material liabilities, corporate restructuring event, etc.) at the time of Issue which may affect the issue or the investor’s decision to invest / continue to invest in the Debentures: None

4.14 The name of the Debenture Trustee shall be mentioned with statement to the effect that debenture trustee has given his consent to the Issuer for his appointment under regulation 4 (4) and in all the subsequent periodical communications sent to the Debenture Holders.

The Debenture Trustee appointed is Axis Trustee Services Limited. Axis Trustee Services Limited has given its written consent for its appointment as debenture trustee to the Issue and inclusion of its name in the form and context in which it appears in this Information Memorandum and in all the subsequent periodical communications sent to the Debenture Holders. The consent letter from Debenture Trustee is provided in Annexure II of this Information Memorandum.

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

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Addressed to: ___________________________

The Rating Agency has assigned a rating of “CARE AA (Stable)” to the Debentures. Instruments with this rating are considered to have the high degree of safety regarding timely servicing of financial obligations. Such instruments carry a very low credit risk. The rating letter and rationale is provided in Annexure I of this Information Memorandum.

4.16 If the security is backed by a guarantee or letter of comfort or any other document / letter with similar intent, a copy of the same shall be disclosed. In case such document does not contain detailed payment structure (procedure of invocation of guarantee and receipt of payment by the investor along with timelines), the same shall be disclosed in the offer document.

Not Applicable

4.17 Copy of consent letter of Debenture Trustee to act as the debenture trustee to the issue to be disclosed.

The consent letter from Debenture Trustee is provided in Annexure II of this Information Memorandum.

4.18 Names of all the recognised stock exchanges where the debt securities are proposed to be listed clearly indicating the designated stock exchange.

The Debentures are proposed to be listed on BSE.

4.19 Other details

A. Debenture Redemption Reserve Creation-relevant regulations and applicability:

The Issuer hereby agrees that it would create and maintain a Debenture Redemption Reserve in accordance with Rule 18(7) of the Companies (Share Capital and Debenture) Rules, 2014, as amended from time to time and other Applicable Law, and if during the currency of these presents, any guidelines are formulated (or modified or revised) by any governmental authority under Applicable Law in respect of creation of the Debenture Redemption Reserve, the Issuer shall abide by such guidelines and execute all such supplemental letters, agreements and deeds of modifications as may be required by the Debenture Trustee and shall also cause the same to be registered, where necessary. The Issuer shall submit to the Debenture Trustee (with copies thereof to the Debenture Holders), within 180 (One Hundred and Eighty) days from the end of the Financial Year, a certificate duly certified by a practising chartered accountant/ practising company secretary certifying that the provisions of the Act in relation to the maintenance of Debenture Redemption Reserve have been complied with.

B. Issue / instrument specific regulations-relevant details (Companies Act, RBI guidelines, etc.):

The Issue of Debentures shall be in conformity with the applicable provisions of the Act including the notified rules thereunder and the applicable regulatory guidelines including the SEBI Debt Listing Regulations.

C. Application process

The application process for the Issue is as provided in Section 8 of this Information Memorandum.

4.20 Issue Details

Security Name 9.1% Tata Housing Development Company Limited 2023 Issuer Tata Housing Development Company LimitedType of Instrument Non-Convertible DebenturesNature of Instrument Rated, Secured, Redeemable, Listed Non-Convertible

Debentures.Seniority Senior

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Addressed to: ___________________________

Mode of Issue Private placement Eligible Investors Please refer to ‘Persons who may apply’ under Section 8

of this Information MemorandumListing (including name of stock market where it will be listed and timeline of listing)

The Issuer shall list the Debentures on BSE within a maximum period of 20 (twenty) days from the Deemed Date of Allotment.

In case of delay in listing of the Debentures beyond 20 (Twenty) days from the Deemed Date of Allotment, the Issuer will make payment to the Debenture Holders of penal interest calculated on the face value of the Debentures at the rate of 1% (one percent) per annum which shall be payable over and above the Rate of Return from the expiry of 20 (Twenty) days from the Deemed Date of Allotment until the listing of the Debentures.

Rating of the Instrument CARE AA (Stable) by the Rating AgencyIssue Size Up to Rs. 500,00,00,000/- (Rupees Five Hundred Crores

only). Option to retain oversubscription

None

Objects of the Issue To raise debt upto the extent of Rs. 500,00,00,000/- (Rupees Two Hundred Crores only) comprising of 5000 (Five Thousand) rated, listed, secured, redeemable non-convertible debentures having face value of Rs. 10,00,000/- (Rupees Ten Lakhs only) each Issue proceeds will not be used for acquisition of Land or for investing in Capital Markets and for purposes not eligible for Bank Finance.

Details of the utilisation of the Proceeds

The proceeds of the Issue will be used towards refinancing of existing Debt and towards construction activities, Pending utilization for above purposes, funds be temporary invested in liquid mutual fund schemes, FDR with banks, etc.Issue proceeds will not be used for acquisition of Land or for investing in Capital Markets and for purposes not eligible for Bank Finance.

Coupon Rate 9.10%Step Up/ Step Down Coupon Rate

N.A.

Coupon Payment Frequency Annual

Coupon payment dates Please refer to the indicative cash flow schedule set out in Annexure VII hereto.

Coupon Type FixedDay Count Basis Actual/ ActualInterest on Application Money The Issuer shall be liable to pay to each Debenture

Holder, interest on the Application Monies (subject to any tax deductible at source under Applicable Law) paid by the said Debenture Holder in the event that the Debenture Holder has remitted the Application Monies

26


Addressed to: ___________________________

prior to the Deemed Date of Allotment, for which interest shall be calculated at the Rate of Return applicable for the Debentures issued on the Application Monies, for the period commencing from the date on which the said Debenture Holder has made payment of the Application Monies in respect of the Debentures and ending on the day prior to the Deemed Date of Allotment. The interest on the Application Monies shall be paid by the Issuer to the Debenture Holders within 7 (Seven) Business Days from the Deemed Date of Allotment.

Default Interest Rate In case of default in monies due and payable in connection with the Debentures on the respective Due Dates, the defaulted amount thereof shall carry Default Interest, and therefore the Rate of Return shall stand increased by 2% (Two Percent) per annum, from the date of the occurrence of the default until the default is cured or the Debentures are redeemed pursuant to such default, as applicable.

Further, in the event that the Deed of Hypothecation is not executed within a maximum period of 3 (Three) months from the Deemed Date of Allotment, the Issuer will be liable to pay further interest at the rate of 2% (Two Percent) per annum, which shall be paid over and above the Rate of Return for the period until the execution of the Deed of Hypothecation.

Tenor 2 (Two) years 363 (Three Hundred and Sixty Three) days from the Deemed Date of Allotment, if the Put Option/ Call Option / early redemption is not exercised

Redemption Date The Debentures shall be redeemed by way of a bullet repayment on May 19, 2023 subject to exercise of Put Option or Call Option or early redemption/ acceleration pursuant to Event of Default in terms of the Transaction Documents.

Redemption Amount Rs. 10,00,000/- (Rupees Ten Lakh only) per Debenture plus accrued Coupon if any.

Redemption Premium/Discount N.A.Issue Price Rs. 10,00,000/- (Rupees Ten Lakh only) per Debenture.Discount at which security is issued and the effective yield as a result of such discount

N.A.

Put Date Shall mean such date(s) which fall on the expiry of 30 (Thirty) days from the date of occurrence of the Put Event.

Put Event In the event of occurrence any of the following:

(a) the rating (from any rating agency) of the Issuer is downgraded below ‘A-’;

(b) the Company is desirous of removing ‘Tata’ from the name of the Company and the same is not acceptable to the Majority Debenture Holders.

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Addressed to: ___________________________

Put Option Each Debenture Holder will have an option to require the Issuer to redeem all or some of the Debentures held by it, prior to the scheduled maturity of the Debentures, on the Put Date(s), by providing a written notice in this regard to the Issuer (with a copy marked to the Debenture Trustee).

Put Price Rs. 10,00,000/- (Rupees Ten Lakhs Only) per Debenture together with accrued interest thereon.

Call Date Shall mean such date(s) which fall on the expiry of 30 (Thirty) days from the date of occurrence of the Call Event.

Call Event In the event that the rating (from any rating agency) of the Issuer is upgraded to ‘AAA’ .

Call Option The Issuer shall have the option to redeem all the Debentures (and not some), prior to its scheduled maturity, on the Call Date(s), by providing a written notice in this regard to the Debenture Trustee, who shall immediately inform the Debenture Holders of such notice.

Call Price Rs. 10,00,000/- (Rupees Ten Lakhs Only) per Debenture together with accrued interest thereon.

Put Notification Time Any Debenture Holder desirous of exercising the Put Option, should provide a written notice to the Issuer, informing the Issuer of the number of Debentures in respect of which such Put Option is proposed to be exercised, which notice shall be issued to the Issuer at least 30 (Thirty) days prior to the Put Date.

Call Notification Time If the Issuer is desirous of exercising the Call Option, the Issuer should provide a written notice to the Debenture Trustee, informing the Debenture Trustee that it proposes to exercise the Call Option, which notice shall be issued to the Debenture Trustee at least 30 (Thirty) days prior to the Call Date.

Face Value Rs. 10,00,000/- (Rupees Ten Lakh only) per DebentureMinimum Application and in multiples of Debt Securities thereafter

1 (One) Debentures and in multiples of 1 (One) Debenture thereafter

Issue Timing 1. Issue Opening Date2. Issue Closing Date3. Pay-in Date4. Deemed Date of Allotment

1. Issue Opening Date:20/05/20202. Issue Closing Date: 20/05/20203. Pay-in Date 21/05/20204. Deemed Date of Allotment 21/05/2020

Issuance mode of the Instrument

Demat only

Trading mode of the Instrument Demat onlySettlement mode of the Instrument

RTGS/ NEFT or such other mode as may be determined by the Issuer.

The pay-in of subscription monies for the Debentures shall be made by way of transfer of funds from the bank account(s) of the Eligible Investors (whose bids have

28


Addressed to: ___________________________

been accepted on the Electronic Book Platform) as registered with the Electronic Book Provider into the account of clearing corporation of BSE i.e. Indian Clearing Corporation limited (ICCL).

Depository(ies) NSDL Business Day Convention If the Due Date for the Redemption Date falls on a day

that is not a Business Day, the Redemption Amounts shall be paid on the immediately preceding Business Day along with interest accrued on the Debentures until but excluding the date of such payment.

Record Date In relation to any Due Date 14 (Fourteen) days prior to such Due Date. It is clarified that the Record Date will always be determined with reference to the original due date irrespective of whether the original due date falls on a Business Day or not.

Security (including description, type of security, type of charge, likely date of creation of security, minimum security cover, revaluation, replacement of security, interest to the debenture holder over and above the coupon rate as specified in the Debenture Trust Deed and disclosed in the Offer Document).

Debentures are proposed to be secured by way of a first ranking pari passu charge created and registered with the ROC, over the Hypothecated Assets (First charge of 1.25 times at book value of loans and advances to subsidiaries, non-current Investments, interest accrued on loans with related parties, present and future) The security cover being provided by such Hypothecated Assets shall not at any time be less than 1.25 times of the Debenture Outstandings. The charge on the Hypothecated Assets shall be created without delay within 3 (Three) months from the Deemed Date of Allotment by execution of a Deed of Hypothecation. In the event that the Deed of Hypothecation is not executed within a maximum period of 3 (Three) months from the Deemed Date of Allotment, the Issuer will be liable to pay further interest at the rate of 2% (Two Percent) per annum, which shall be paid over and above the Rate of Return for the period until the execution of the Deed of Hypothecation.

Further, until the Final Settlement Date, the Company shall not create any further charge on any of the Hypothecated Assets without the prior written approval from the Debenture Trustee (acting upon instructions of the Debenture Holder(s)) except for creation of a further charge for the benefit of its creditors, from time to time, on a pari passu basis with the Debenture Trustee and other existing charge holders subject to compliance of the following:

(a) the stipulated security cover of 1.25 times is and will be maintained in accordance with the terms of the Deed of Hypothecation both before and after the further issue(s) of debentures, raising of further loans and advances, debt and/or other financial facilities and creation of further charge or security interest on the Hypothecated Assets;

(b) the Company shall have furnished a certificate from the statutory auditor of the Company in a

29


Addressed to: ___________________________

form and manner acceptable to the Debenture Trustee (with a copy marked to the Debenture Holders), certifying that the required security cover of 1.25 times in accordance with the terms of the Deed of Hypothecation is and will be maintained both before and after the further issue(s) of debentures, raising of further loans and advances, debt and/or other financial facilities and creation of further charge or security interest on the Hypothecated Assets;

(c) No Event of Default has occurred and is continuing.

Transaction Documents (a) Debenture Trustee Agreement;(b) Information Memorandum;(c) Debenture Trust Deed; (d) Deed of Hypothecation;(e) Any other document that may be designated as

a transaction document by the Debenture Trustee.

Conditions Precedent to Disbursement

As customary for transaction of a similar nature and size including:

(a) Management undertaking that the Issue proceeds will not be used by the Issuer for any purpose for which bank finance is not permitted by the Reserve Bank of India including investments in capital market, acquisition of real estate and on-lending and shall not be utilized for the purposes not eligible as per extant RBI guidelines.

(b) Receipt of credit rating from the Rating Agency, assigning a minimum rating of CARE AA to the Debentures.

(c) Consent letter from the Debenture Trustee conveying their consent to act as the trustee for the benefit of the Debenture Holders.

(d) Letter from BSE conveying its in-principle approval for listing of the Debentures.

(e) Execution of the Debenture Trustee Agreement.(f) Passing of relevant board and shareholder

resolutions and obtaining all such corporate approvals as may be required under Applicable Law.

(g) A certificate from the company secretary of the Company confirming that the borrowing by way of issuance of Debentures is within the limits approved by the shareholders pursuant to the special resolution passed by the shareholders of the Company under Section 180(1)(c) of the Act and the rules made thereunder.

Conditions Subsequent to Disbursement

As customary for transaction of a similar nature and size including:(a) filing of the return of allotment with the relevant

registrar of companies within the timelines specified under the Act.

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Addressed to: ___________________________

(b) execution of the Debenture Trust Deed within a maximum period of 3 (Three) months from the Deemed Date of Allotment.

(c) execution of the Deed of Hypothecation within a maximum period of 3 (Three) months from the Deemed Date of Allotment.

(d) Obtaining of all consents, no objection certificates, approvals and completion of all such acts and deeds as may be required in connection with creation of a pari passu charge over the Hypothecated Assets in favour of the Debenture Trustee with the exiting charge holders, prior to the execution of the Deed of Hypothecation.

(e) Making application to BSE within 20 (twenty) days from the Deemed Date of Allotment seeking final listing approval within 20 (twenty) days from the Deemed Date of Allotment.

(f) A certificate from a Company Secretary confirming that the creation of security is within the limits approved by the shareholders pursuant to the special resolution passed by the shareholders of the Company under Section 180(1)(a) of the Act and the rules made thereunder, will be submitted to the Debenture Trustee prior to the execution of the Deed of Hypothecation.

Key Covenants (a) Issuer shall ensure that Tata Sons shall, at all times until the Final Settlement Date, directly or indirectly, hold a minimum of 51% (Fifty One Percent) shareholding in the Issuer.

(b) Issuer shall ensure that Tata Sons shall, at all times until the Final Settlement Date maintain the Management Control of the Issuer.

(c) The Issuer shall not remove ‘Tata’ from its name at any time until the Final Settlement Date. In the event that Issuer is desirous of removing ‘Tata’ from its name, the Issuer shall request for the consent of the Debenture Trustee in writing and the Debenture Trustee shall be permitted to permit such deviation, subject to the Majority Debenture Holders having approved the same. In the event that such name change is not acceptable to the Majority Debenture Holders, the same shall constitute a Put Event.

(d) Debt to equity ratio of the Issuer shall not at any time until the Final Settlement Date exceed 3.

Events of Default Event of default shall include events customary to transaction of this nature including but not limited to the following:

(a) Failure on the part of the Issuer to forthwith satisfy all or any part of Debenture Outstandings in relation to the Debentures or otherwise under the Transaction Documents when it becomes due;

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Addressed to: ___________________________

(b) Breach of any representations and/or warranties

or covenants including key covenants (save and except the key covenants (c) as set out above) or undertaking contained in this Deed or any other Transaction Document or any such representations and/or warranties are found to be untrue, misleading, incomplete or incorrect, when made and such event, if capable of remedy has not been remedied by the Issuer within a period of 15 (Fifteen) days from the date of such event;

(c) In the event that Tata Sons ceases to maintain Management Control over the Issuer;

(d) The Issuer repudiates a Transaction Document to which it is a party without prior written consent of the Debenture Trustee, unless the same is remedied by the Issuer within a period of 15 (Fifteen) days from the date of such event.

(e) Failure of the Issuer to pay any financial indebtedness of the Issuer, exceeding Rs. 25,00,00,000/-, when due, if not cured within the cured period as defined in the respective transaction documents for such financial indebtedness and the relevant lender / investor who has made available such financial indebtedness, has issued a notice declaring such default.

(f) Any action, voluntary or involuntary, taken under the Insolvency and Bankruptcy Code, 2016 or other similar law against the Issuer, including filing of any application or petition for corporate insolvency resolution against or by the Issuer and such event, if capable of remedy has not been remedied by the Issuer within a period of 10 (Ten) days from the date of such event.

(g) If the Issuer commences a voluntary proceeding under any applicable bankruptcy, insolvency, winding up or other similar law now or hereafter in effect, or admits inability to pay its respective debts as they fall due, or consents to the entry of an order for relief in an involuntary proceeding under any such law, or consents to the appointment of or the taking of possession by a receiver, liquidator, assignee (or similar official) for any or a substantial part of its respective property, and such event, if capable of remedy has not been remedied by the Issuer within a period of 10 (Ten) days from the date of such event

Provisions related to Cross Default Clause

Failure of the Issuer to pay any financial indebtedness of the Issuer, exceeding Rs. 25,00,00,000/-, when due, if

32


Addressed to: ___________________________

not cured within the cured period as defined in the respective transaction documents for such financial indebtedness and the relevant lender / investor who has made available such financial indebtedness, has issued a notice declaring such default.

Role and Responsibilities of Debenture Trustee

To oversee and monitor the overall transaction for and on behalf of the Debenture Holders.

Governing Law and Jurisdiction

The Debentures are governed by and shall be construed in accordance with the existing Indian Laws. Any disputes arising out of this Issue will be subject to the exclusive jurisdiction of the courts and tribunals at Mumbai.

5. DISCLOSURES PERTAINING TO WILFUL DEFAULT

5.1 Name of the bank declaring the entity as a wilful defaulter: None

5.2 The year in which the entity is declared as a wilful defaulter: N.A.

5.3 Outstanding amount when the entity is declared as a wilful defaulter: N.A.

5.4 Name of the entity declared as a wilful defaulter: N.A.

5.5 Steps taken, if any, for the removal from the list of wilful defaulters: N.A.

5.6 Other disclosures, as deemed fit by the Issuer in order to enable investors to take informed decisions: None

5.7 Any other disclosure as specified by SEBI: None

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Addressed to: ___________________________

6. DISCLOSURES UNDER THE COMPANIES ACT

FORM NO. PAS – 4

PRIVATE PLACEMENT OFFER LETTER(Pursuant to Section 42 and Rule 14(1) of Companies (Prospectus and Allotment of Securities) Rules, 2014)

6.1 General Information:

A. Name, address, website and other contact details of the Company, indicating both registered office and the Corporate office:

Issuer / Company : Tata Housing Development Company LimitedRegistered Office and Corporate Office

: E Block, Voltas Premises, T. B. Kadam Marg Chinchpokli Mumbai, Maharashtra 400033

Telephone No. : 022 - 6661 4444 Website : www.tatahousing.comFax : 022 – 6661 4452 Contact Person : Ritesh Kamdar – Company SecretaryEmail : [email protected]

B. Date of Incorporation of the Company:

19/03/1942

C. Business carried on by the Company and its subsidiaries with the details of branches or units, if any:

For the details of the business carried out by the Company please refer to Section 4 of this Information Memorandum.

As on the date of this Information Memorandum, the Issuer has the following subsidiary(ies) and the brief description of their business is as follows:

Sr. No

Name and address of the subsidiary Corporate Identification

Number

Business undertaken by the subsidiaryName Address

1 Tata Value Homes Limited

E Block, Voltas Premises, T B Kadam Marg, Chinchpokli, Mumbai – 400033

U45400MH2009PLC195605

Tata Value Homes Limited, formerly known as Smart Value Homes Limited, is into business of construction of building / township and development of land through its own and its subsidiaries / joint ventures.

In keeping with its vision of being the largest home provider in India and its mission of providing quality life spaces, Tata Value Homes Limited is focused on developing the fabric of value and affordable housing in India through integrated and mix use

34


Addressed to: ___________________________

Sr. No


Number


townships.2 Concept

Developers & Leasing Limited


U45400MH1969PLC014375

Concept Developers & Leasing Limited (“CDLL”) (formerly known as Concept Marketing and Advertising Limited) was incorporated on September 6, 1969. CDLL is into real estate allied activities, primarily leasing of premises.

3 Apex Realty Private Limited

135, Gaakoshi, Ameene Magu, K. Male’ 200135, Republic of Maldives

NA Apex Realty Private Limited is into real estate development and currently developing a project in Maldives.

4 Kriday Realty Private Limited


U45400MH2011PTC224084

Kriday Realty Private Limited is into real estate development and currently developing a project in Bhubaneswar, Orissa, India.

5 Promont Hillside Private Limited


U45400MH2012PTC227897

Promont Hillside Private Limited is into real estate development and currently developing a project in Hailey Road, Delhi, India.

6 Promont Hilltop Private Limited


U45209MH2012PTC236134

Promont Hilltop Private Limited is into real estate development and currently developing a project in Bengaluru, Karnataka, India.

7 Ardent Properties Private Limited


U45200MH2007PTC262414

Ardent Properties Private Limited is into real estate development and currently owns land parcel in Gurgaon, India.

8 THDC Management Services Limited


U74999MH2000PLC128720

THDC Management Services Limited formerly known as THDC Facility Management Limited is undertaking business relating to real estate management services and other valueadded services.

9 Sector 113 Gatevida Developers Private Limited

Flat No. GF- 3, Naurang House, plot No. 5, Block- 134, 21 Kasturba Gandhi Marg, New Delhi- 110 001

U45202DL2011PTC277182

Sector 113 Gatevida Developers Private Limited (formerly known as Lemon Tree Land & Developers Private Limited) is into real estate development and currently developing a project ‘Gurgaon Gateway’ situated in Gurgaon, India.

10 World-One 80 Robinson Road, #02-00, NA World-One Development Pte.

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Addressed to: ___________________________

Sr. No


Number


Development Pte. Limited

Singapore 068898 Limited incorporated in Singapore undertakes the business relating to developing land/building & relevant businesses & invest in similar entity(ies)

11 World-One (Sri Lanka) Projects Pte. Ltd.,

80 Robinson Road, #02-00, Singapore 068898.

NA World-One (Sri Lanka) Projects Pte. Limited, incorporated in Singapore acts as an other investment holding companies

12 One-Colombo Project (Private) Limited

21, Castle Avenue, Colombo 08, Sri Lanka

NA One-Colombo Project (Private) Limited incorporated in Sri Lanka is into real estate development and is undertaking development of a project in Sri Lanka.

13 Smart Value Homes (Peenya Project) Private Limited


U45400MH2013PTC241108

Smart Value Homes (Peenya Project) Private Limited is into real estate development and its key activities include project conceptualizing and designing, development, management and marketing. Since its inception, it has been constructing prestigious residential buildings/complexes by the name New Haven and Riva.

14 Smart Value Homes (Boisar) Private Limited


U45209MH2012PTC234893

Smart Value Homes (Boisar) Private Limited is into real estate development and is currently at its initial stages of developing a project at Boisar.

15 Smart Value Homes (New Project) LLP **


AAD-5942 Smart Value Homes (New Project) Private Limited is into real estate development and is newly incorporated on May 7, 2013 and is under process of conceptualization of project at East part of India.

16 Kolkata-One Excelton Private Limited


U45400MH2013PTC249956

Kolkata-One Excelton Private Limited is into real estate development and is currently at its initial stages of developing a project at Kolkata, West Bengal, India.

17 HLT Residency

Flat No. GF- 3, Naurang House, Plot No. 5, Block-

U45400DL2013PTC254807

HLT Residency Private Limited is into real estate development

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Addressed to: ___________________________

Sr. No


Number


Private Limited

134, 21 Kasturba Gandhi Marg, New Delhi- 110 001

and is newly incorporated on July 3, 2013 and own land at Bahadurgarh, Haryana, India

18 HL Promoters Private Limited

Flat No. GF- 3, Naurang House, Plot No. 5, Block- 134, 21 Kasturba Gandhi Marg, New Delhi- 110 001

U45200DL2013PTC254832

HL Promoters Private Limited is into real estate development and is newly incorporated on July 3, 2013. Currently, it is developing the project situated at Bahadurgarh, Haryana, India. HL Promoters is a joint venture with SAS Realtech LLP

19 North Bombay Real Estate Private Limited


U45209MH2014PTC253864

North Bombay Real Estate Private Limited is into real estate development.

20 Synergizers Sustainable Foundation


U85191MH2012NPL231069

Synergizers Sustainable Foundation is a not for profit organization.

21 One Bangalore Luxury projects LLP**


AAE-8922 One Bangalore Luxury Projects LLP is into real estate development.

22 Land Kart Builders Private Limited

7th Floor, Tower B, Plot No. 8, Sector -127, Noida, Gautam Buddha Nagar, Uttar Pradesh - 201301

U70200UP2016PTC082780

Land Kart Builders Private Limited a joint venture entity with M/s Lotus Greens Constructions Private Limited is into real estate development and is currently developing a project at Noida, Uttar Pradesh, India

23 Princeton Infrastructure Private Limited

Flat No. GF- 3, Naurang House, Plot No. 5, Block- 134, 21 Kasturba Gandhi Marg, New Delhi- 110 001

U45201DL2005PTC135768

Princeton Infrastructure Private Limited is into real estate development and has developed a project at Kasauli, Himachal Pradesh, India.

Note: Partnership Interest in case of limited liability partnership.

The Company has its offices / site /branches across India, however, for the purpose of this issue, the concerned are requested contact the compliance office at the registered office of the Company during the business hours.

D. Brief particulars of the management of the Company:

The details of the directors of the Company are set out under Section 6.1(E) below. Apart from the directors, the following persons are also involved in the management of the Company:

Name, Designation & PAN Occupatio Residential Address

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Addressed to: ___________________________

nMr. Khiroda JenaChief Financial Officer PAN: AHCPK2425Q

Service Flat No. 912, B Wing, Arihant Abhilasha Opposit to Taloja Jail, Sector 35H, Navi Mumbai - 410210

Mr. Ritesh KamdarCompany SecretaryPAN: AMYPK5639B

Service 704, Gaurav Jhankar CHSL, Gaurav Zankar, Bundurpakhadi Road, Gaurav Garden, Kandivali (West) Mumbai, Maharashtra, India - 400067

E. Name, address, DIN and occupations of the directors:

Name, Designation & DIN Occupation Residential AddressMr. Banmali AgrawalaDesignation: ChairmanDIN: 00120029

Service Ashford Apartment, Flat No.03, 3rd Floor, 1/26A Ridge Road, Malabar Hill Mumbai,

Maharashtra, India 400006 Mr. Sanjay DuttDesignation: MD & CEODIN: 05251670

Service Vivarea Residencies, B-1102, 11th Floor, Sane Guruji Marg, Mahalaxmi, Mumbai, Maharashtra,

India 400011Mr. Santhanakrishnan SDesignation: DirectorDIN: 00032049

Professional / Consultant / Business

Old No.33/C, New No.24, Unnamalai Ammal Street T. Nagar Chennai, Tamil Nadu, India

600017Mr. Nipun AggarwalDesignation: DirectorDIN: 08094159

Service Flat No 56, Central Revenue Apartment Narayan Dabolkar Marg, Nepean Sea Road,

Malabar Hi Mumbai, Maharashtra, India 400006 Mr. Dileep ChoksiDesignation: DirectorDIN: 00016322


E/7, Sea Face Park, Bhulabhai Desai Road Mumbai, Maharashtra, India 400026



90/2, Neeta Building, G. Road, Marine Drive, Mumbai, Maharashtra, India 400002


Service Flat No. 2-D, Polaris, Aquila Heights 27, HMT Factory Main Road, Near HMT School, Jalahalli

Bangalore, Karnataka, India 560013

F. Management perception of Risk Factors:

Please refer to Section 3 of this Information Memorandum.

G. Details of defaults, if any, including the amounts involved, duration of default, and present status, in repayment of:

i. Statutory Dues Nilii. Debenture and interest thereon Niliii. Deposits and interest thereon Niliv. Loans from banks and financial institutions and interest

thereonNil

H. Name, designation, address and phone number, email ID of the nodal / compliance officer of the Company, if any, for the Issue:

Name of Nodal/Compliance officer

Designation Address Phone No. Email ID

Mr. Ritesh Kamdar

Company Secretary

E Block, Voltas Premises, T. B. Kadam Marg Chinchpokli Mumbai

022-66614957

[email protected]

38









Addressed to: ___________________________

Mumbai City, Maharashtra 400033

I. Any default in annual filing of the Company under the Companies Act, 2013, or the rules made thereunder- None

6.2 Particulars of the Offer:

Financial position of the Company for the last 3 financial years

Please refer to Annexure IV of this Information Memorandum

Date of passing of Board Resolution November 29, 2018

A copy of the said board resolution is annexed hereto and marked as Annexure X

Date of passing of resolution in general meeting, authorizing the offer of securities

The shareholders resolution under Section 42 of the Act is dated December 12, 2019 and the resolution under Section 180(1) (c) of the Act is dated September 12, 2014.

A copy of the said shareholders’ resolutions (under both Section 42 and Section 180 of the Act) is collectively annexed hereto and marked as Annexure XI

Kinds of securities offered (i.e. whether share or debentures) and class of security; the total number of shares or other securities to be issued

Rated, Redeemable, Listed, Secured Non-Convertible Debentures

Price at which the security is being offered, including premium, if any, along with justification of the price

The Debentures are being issued at face value of Rs. 10,00,000/- each at par.

The pricing of the Debentures has been arrived at on the basis of prevailing market terms and conditions

Name and address of the valuer who performed valuation of the security offered, and basis on which the price has been arrived at along with report of the registered valuer

No valuation has been done with respect to the Debentures as the Debentures represent debt obligations of the Company, which will be repaid in full along with applicable coupon/redemption premium in relation thereto.

Relevant date with reference to which the price has been arrived at

N.A.

The class or classes of persons to whom the allotment is proposed to be made

Please refer to ‘Persons who may apply’ under Section 8 of this Information Memorandum

Intention of promoters, directors or key managerial personnel to subscribe to the offer (applicable in case they intend to subscribe to the offer)

N.A.

The proposed time within which the allotment shall be completed

Please refer to Cover Page

The names of the proposed allottees and the percentage of post private placement capital that may be held by them

N.A.

The change in control, if any, in the company that would occur consequent to the private placement

N.A.

The number of persons to whom allotment on preferential basis/ private placement / rights issue has already

The Company has issued equity shares on the rights basis during FY 2018-19. The details of the said issuance has been provided at Section 6.5 of this Information

39


Addressed to: ___________________________

been made during the year, in terms of number of securities as well as price

Memorandum.

Further, during the Financial year 2019-20 so far, the Com-pany has allotted 1000, 5000 & 2000 secured, listed, rated, redeemable non-convertible debentures of Rs. 10 Lakh each on December 27, 2019, February 7, 2020 and May 19, 2020 respectively, to the following investor:

Sr.

No.

Name of the

Investor/allottees

Nos of

Debentures

1. ICICI Prudential Ultra

Short Term Fund

1000

2. HDFC Medium Term Debt

Fund

850

3. HDFC Hybrid Debt Fund 1150

4. Aditya Birla Sun Life

Medium Term Plan

500


Dynamic Bond Fund

500


Credit Risk Fund

1000

7. ICICI Prudential Ultra

Short Term Fund

1000

8. ICICI Bank Limited 2000

Total 8000

The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer.

N.A.

Amount, which the Company intends to raise by way of proposed offer of securities

Upto Rs. 500,00,00,000/- (Rupees Five Hundred Crores only)

Terms of raising securities Duration, if applicable: 2 (Two) Years 363 (Three Hundred and Sixty Three) Days from the Deemed Date of Allotment, if the Put Option/ Call Option / early redemption or acceleration is not exercised

Rate of Interest or dividend: 9.10% p.a.

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Addressed to: ___________________________

Mode of Payment NEFT/RTGS

Proposed time schedule for which the offer letter is valid

Please refer to Cover Page

Purpose and objects of the Issue The proceeds of the Issue will be used towards refinancing of existing Debt and towards construction activities, Pending utilization for above purposes, funds be temporary invested in liquid mutual fund schemes, FDR with banks, etc.Issue proceeds will not be used for acquisition of Land or for investing in Capital Markets and for purposes not eligible for Bank Finance.

Contribution being made by the promoters or directors either as part of the offer or separately in furtherance of such objects

None

Principal terms of assets charged as security, if applicable

Debentures are proposed to be secured by way of a first ranking pari passu charge created and registered with the ROC, over the Hypothecated Assets. The security cover being provided by such Hypothecated Assets shall not at any time be less than 1.25 times of the Debenture Outstandings. The charge on the Hypothecated Assets shall be created without delay within 3 (Three) months from the Deemed Date of Allotment by execution of a Deed of Hypothecation. In the event that the Deed of Hypothecation is not executed within a maximum period of 3 (Three) months from the Deemed Date of Allotment, the Issuer will be liable to pay further interest at the rate of 2% (Two Percent) per annum, which shall be paid over and above the Rate of Return for the period until the execution of the Deed of Hypothecation.

Further, until the Final Settlement Date, the Company shall not create any further charge on any of the Hypothecated Assets without the prior written approval from the Debenture Trustee (acting upon instructions of the Debenture Holder(s)) except for creation of a further charge for the benefit of its creditors, from time to time, on a pari passu basis with the Debenture Trustee and other existing charge holders subject to compliance of the following:

(a) the stipulated security cover of 1.25 times is and will be maintained in accordance with the terms of the Deed of Hypothecation both before and after the further issue(s) of debentures, raising of further loans and advances, debt and/or other financial facilities and creation of further charge or security interest on the Hypothecated Assets;

(b) the Company shall have furnished a certificate from the statutory auditor of the Company in a form and manner acceptable to the Debenture Trustee (with a copy marked to the Debenture Holders), certifying that the required security cover of 1.25 times in accordance with the terms of the Deed of Hypothecation is and will be maintained both before and after the further issue(s) of debentures,

41


Addressed to: ___________________________

raising of further loans and advances, debt and/or other financial facilities and creation of further charge or security interest on the Hypothecated Assets;

(c) No Event of Default has occurred and is continuing.

The details of significant and material orders passed by the Regulators, Courts and Tribunals impacting the going concern status of the company and its future operations

None

The pre-issue and post-issue shareholding pattern of the Company in the following format:

There will be no change in shareholding pattern of the Company pursuant to the issue, as non-convertible debentures are being issued in terms of this Information Memorandum. Please find below the details:

Sl. No.

Category Pre-issue Post-issueNo. of shares held

Percentage of shareholding

No. of shares held

Percentage of shareholding

A Promoters’ holding

730151736 100.00 730151736 100.00

Indian 730151736 100.00 730151736 100.001 Individual - -

Bodies Corporate

730151736 100.00 730151736 100.00

Sub-total 730151736 100.00 730151736 100.002 Foreign

promoters- -

Sub-total (A) - -B Non-promoters’

holding987 0.00 987 0.00

1 Institutional Investors

- -

2 Non-Institutional Investors

- -

Private Corporate Bodies

- -

Directors and relatives

- -

Indian public 987 0.00 987 0.00Others (including Non-resident Indians)

- -

- -Sub-total (B) 987 0.00 987 0.00Grand Total 730152723 100.00 730152723 100.00

6.3 Mode of payment for subscription:

o Cheque

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Addressed to: ___________________________

o Demand draft o Other banking channels

6.4 Disclosure with regard to interest of directors, litigation, etc:

Any financial or other material interest of the directors, promoters or key managerial personnel in the offer and the effect of such interest in so far as it is different from the interests of other persons

None

Details of any litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any promoter of the offeree Company during the last three years immediately preceding the year of the issue of the private placement offer cum application letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed

Details are set out in the annexure attached herewith and marked as Annexure IX

Remuneration of directors (during the current year and last three financial years)

Please refer to Annexure XIV

Related party transactions entered during the last three financial years immediately preceding the year of issue of private placement offer cum application letter including with regard to loans made or, guarantees given or securities provided

Please refer to Annexure VIII for the related party transactions for the financial years 2016-17, 2017-18, 2018-2019.

Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of issue of private placement offer cum application letter and of their impact on the financial statements and financial position of the Company and the corrective steps taken and proposed to be taken by the Company for each of the said reservations or qualifications or adverse remark

None

Details of any inquiry, inspections or investigations initiated or conducted under the Companies Act, 2013 or any previous Company law in the last three years immediately preceding the year of issue of private placement offer cum application letter in the case of the Company and all of its subsidiaries, and if there were any were any prosecutions filed (whether pending or not), fines imposed, compounding of

Details are set out in the annexure attached herewith and marked as Annexure IX.

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Addressed to: ___________________________

offences in the last three years immediately preceding the year of the private placement offer cum application letter and if so, section-wise details thereof for the Company and all of its subsidiariesDetails of acts of material frauds committed against the Company in the last three years, if any, and if so, the action taken by the Company.

Details are set out in the annexure attached herewith and marked as Annexure IX.

6.5 Financial Position of the Company:

The capital structure of the Company:

The authorised, issued, subscribed and paid up capital (number of securities, description and aggregate nominal value)

Share Capital

Number of securities

Description Aggregate Nominal Value Rs.

Authorized 1000,000,000 Equity Share of Rs. 10 each

10000,000,000/-

Issued, Subscribed and Fully Paid up

73,01,52,723 Equity Share of Rs. 10 each

730,15,27,230/-

Size of the Present Issue 5000 (Five Thousand) Rated Listed Secured Redeemable Non-Convertible Debentures of the face value of Rs. 10,00,000/- (Rupees Ten Lakh Only) each, aggregating up to Rs. 500,00,00,000/- (Rupees Five Hundred Crores Only) on a private placement basis.

Paid-up Capital:a. After the offer:

b. After the conver-sion of convert-ible instruments (if applicable):

This issuance of Debentures will not alter the paid-up capital of the Issuer

Share Premium Account:a. Before the offer:

b. After the offer:

This issuance of Debentures will not alter the paid-up capital of the Issuer

Details of the existing share capital of the Issuer*:

*The exact details of past issuances/allotments are not available with the Company, as many secretarial documents have been lost in fire during the financial year 1993-94 and as well as in transit thereafter.

Number and price

44

Year & Date of Allotment

No of Equity Shares

Face Value of Shares (Rs.)

Price (Rs.)

Details of Consideratio

n (Rs. In Crore)

Form of consideratio

n

18/02/2019 32,47,71,811 10 40 1299.09Cash16/01/2018 11,90,47,648 10 42 500.00

30/7/2014 8,41,66,667 10 60 505.00


Addressed to: ___________________________

at which each of the allotments were made in the last one year preceding the date of the private placement offer cum application letter separately indicating the allotments made for consideration other than cash and the details of the consideration in each caseProfits of the Company, before and after making provision for tax, for the three financial years immediately preceding the date of issue of the private placement offer cum application letter

(Rs. In crores)

Particulars FY 2019 FY 2018 FY 2017

Profit before Tax -175.73 -206.86 -65.40 Tax -59.49 -67.62 -20.94 Profit after Tax -116.24 -139.24 -44.46

Dividends declared by the Company in respect of the said three financial years; interest coverage ratio for last three years (cash profit after tax plus interest paid/interest paid)

Dividends – None

Interest service coverage ratio (cash profit after tax plus interest paid/ interest paid)

Particulars Rs. Rs. Rs. FY19 FY18 FY17

Interest service coverage ratio

0.25 -0.20

0.66

A summary of the financial position of the Company as in the three audited balance sheets immediately preceding the date of issue of private placement offer cum application letter

Please refer to Annexure V of this Information Memorandum

Audited Cash Flow Statement for the three

Please refer to Annexure VI of this Information Memorandum

45

Year & Date of Allotment

No of Equity Shares

Face

Value of

Shares

(Rs.)

Price (Rs.)

Details of Consider

ation (Rs.)

Form of Consider

ation

18/02/2019 32,47,71,811 10 40 Cash N.A.


Addressed to: ___________________________

years immediately preceding the date of issue of private placement offer cum application letterAny change in accounting policies during the last three years and their effect on the profits and the reserves of the Company

For FY 16-17a.

Basis of Preparation

Statement of Compliance with Ind AS

The financial statements for Financial Year 2016-17 have been prepared in ac-cordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act.

The financial statements up to year ended 31 March 2016 were prepared in ac-cordance with the accounting standards notified under Companies (Accounting Standard) Rules, 2006 (as amended) and other relevant provisions of the Act.

These were the Company’s first Ind AS financial statements. The date of transi-tion is 1 April 2015. One can refer the note to accounts of audited accounts of the Company for the financial year 2016-17 for an explanation of how the transition from previous GAAP to Ind AS has affected the Company's financial position, fi-nancial performance and cash flows.

Historical cost convention

The financial statements are prepared in accordance with the historical cost con-vention, except for certain items that are measured at fair values, as explained in the accounting policies.

For FY18-19

1. Basis of Preparation

Statement of Compliance with Ind AS

The standalone financial statements have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Compa-nies Act, Companies (Indian Accounting Standards) Rules, 2015 and other rele-vant provisions of the Act. The accounting policies followed in the preparation of these financials statements are the same as those of the previous year except as described below.

b. Change in significant accounting policies

Ind AS 115 - Revenue from Contracts with Customers notified by the Ministry of Corporate Affairs (MCA) on 28 March 2018 is effective from accounting period beginning on or after 1 April 2018 and replaces Ind AS 18 the existing revenue recognition standard. The application of Ind AS 115 has impacted the Company's accounting for recognition of revenue from real estate residential projects. The Company's contracts with its customers did not meet the criteria for recognisition of revenue over time as per Ind AS 115, accordingly, it has reversed the revenue recognised over a period of time and has recognised/will recognise revenue at a

46


Addressed to: ___________________________

point in time. The Company adopted Ind AS 115 using the modified retrospective method of adoption with the date of initial application of 1 April 2018. Under this method, the standard can be applied either to all contracts at the date of initial application or only to contracts that are not completed at this date. The Company elected to ap-ply the standard to all contracts as at 1 April 2018.

The cumulative effect of initially applying Ind AS 115 is recognised at the date of initial application as an adjustment to the opening balance of retained earnings. Therefore, the comparative information was not restated and continues to be re-ported under Ind AS 11 and Ind AS 18.

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Addressed to: ___________________________

APPLICANT’S DETAILS

1. Name:

2. Father’s Name:

3. Complete address including flat/ house number/ street, locality, pin code:

4. Phone number, if any:

5. Email id, if any:

6. PAN:

7. Bank account details:

Signature of the Applicant

__________________________

Initial of the officer of the company designated to keep the record

__________________________

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Addressed to: ___________________________

7. OTHER INFORMATION AND APPLICATION PROCESS

The Debentures being offered as part of the Issue are subject to the provisions of the Act, the Memorandum and Articles of Association of the Issuer, the terms of this Information Memorandum, Application Form and other terms and conditions as may be incorporated in the Transaction Documents.

7.1 Mode of Transfer/ Transmission of Debentures

The Debentures shall be transferable freely. The Debenture(s) shall be transferred and/or transmitted in accordance with the applicable provisions of the Act and other Applicable Laws. The Debentures held in dematerialized form shall be transferred subject to and in accordance with the rules/procedures as prescribed by the Depository and the relevant DPs of the transferor or transferee and any other Applicable Laws and rules notified in respect thereof. It would be the responsibility of the Investors to ensure that they sell the Debenture in strict accordance with the terms and conditions of this Information Memorandum and Applicable Laws, so that the sale does not constitute an offer for sale to the public within the meaning of the Companies Act. The transferee(s) should ensure that the transfer formalities are completed prior to the Record Date. In the absence of the same, amounts due will be paid/redemption will be made to the person, whose name appears in the register of debenture holders maintained by the R&T Agent as on the Record Date, under all circumstances. In cases where the transfer formalities have not been completed by the transferor, claims, if any, by the transferees would need to be settled with the transferor(s) and not with the Issuer. The normal procedure followed for transfer of securities held in dematerialized form shall be followed for transfer of these Debentures held in dematerialised form. The seller should give delivery instructions containing details of the buyer’s DP account to his DP.

7.2 Debentures held in Dematerialised Form

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

The list of beneficiaries as of the Record Date setting out the relevant beneficiaries’ name and account number, address, bank details and DP’s identification number will be given by the R&T Agent to the Issuer. If permitted, the Issuer may transfer payments required to be made in any relation by EFT/RTGS to the bank account of the Debenture Holder(s) for redemption payments.

7.3 Trustee for the Debenture Holder(s)

The Issuer has appointed Axis Trustee Services Limited to act as trustee for the Debenture Holder(s). The Issuer and the Debenture Trustee intends to enter into the Debenture Trust Deed inter alia, specifying the powers, authorities and obligations of the Debenture Trustee and the Issuer. 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 its 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 Debenture Holder(s). Any payment made by the Issuer to the Debenture Trustee on behalf of the Debenture Holder(s) shall discharge the Issuer pro tanto to the Debenture Holder(s). The Debenture Trustee will protect the interest of the Debenture Holder(s) in regard to the repayment of Principal Amount and Redemption Premium thereon and they will take necessary action, subject to and in accordance with the Debenture Trust Deed, at the cost of the Issuer. No Debenture Holder shall be entitled to proceed directly against the Issuer unless the Debenture Trustee, having become so bound to proceed, fails to do so. The Debenture Trust Deed shall more specifically set out the rights and remedies of the Debenture Holder(s) and the manner of enforcement thereof.

7.4 Sharing of Information

49


Addressed to: ___________________________

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

7.5 Debenture Holder not a Shareholder

The Debenture Holder(s) shall not be entitled to any right and privileges of shareholders other than those available to them under the Act. The Debentures shall not confer upon the Debenture Holders the right to receive notice(s) or to attend and to vote at any general meeting(s) of the shareholders of the Issuer.

7.6 Modification of Debentures

The Debenture Trustee and the Issuer will agree to make any modifications in the Information Memorandum which in the opinion of the Debenture Trustee is of a formal, minor or technical nature or is to correct a manifest error.

Any other change or modification to the terms of the Debentures shall require approval by way of a Special Resolution (unless otherwise provided specifically in the Transaction Documents).

For the avoidance of doubt, any amendment to the terms and conditions of the Debentures or the Transaction Documents shall require approval by way of a Special Resolution (unless otherwise provided specifically in the Transaction Documents ), either by providing their express consent in writing or by way of a resolution at a duly convened meeting of the Debenture Holders.

7.7 Right to accept or reject Applications

The Board/ Committee of Directors reserves its full, unqualified and absolute right to accept or reject any application for subscription to the Debentures, in part or in full, without assigning any reason thereof.

7.8 Notices

Any notice may be served by the Issuer/ Debenture Trustee upon the Debenture Holders through registered post, recognized overnight courier service, hand delivery or by facsimile transmission addressed to such Deben-ture Holder at its/his registered address or facsimile number.

All notice(s) to be given by the Debenture Holder(s) to the Issuer/ Debenture Trustee shall be sent by registered post, recognized overnight courier service, hand delivery or by facsimile transmission to the Issuer or to such persons at such address/ facsimile number as may be notified by the Issuer from time to time through suitable communication. All correspondence regarding the Debentures should be marked “Private Placement of Deben-tures”.

Notice(s) shall be deemed to be effective: (a) in the case of registered mail, 3 (Three) calendar days after post -ing; (b) 1 (One) Business Day after delivery by recognized overnight courier service, if sent for next Business day delivery; (c) in the case of facsimile at the time when dispatched with a report confirming proper transmission or (d) in the case of personal delivery, at the time of delivery.

7.9 Issue Procedure

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

50


Addressed to: ___________________________

The final subscription to the Debentures shall be made by the Eligible Investors through the electronic book mechanism as prescribed by SEBI under the SEBI Electronic Book Mechanism Guidelines by placing bids on the electronic book platform during the Issue period. In case the Eligible Investors are not registered on the EBP Platform, they will have to register themselves as investor on the said platform (as a one-time exercise) and also complete the mandatory KYC verification process. The Eligible Investors should also refer to the operational guidelines of the EBP in this respect. The disclosures required pursuant to the EBP Guidelines are set out hereinbelow:

Details of size of the Issue including green shoe op-tion, if any

Rs. 500,00,00,000/- (Rupees Five Hundred Crores only)

Electronic Book Platform BSE

Bid opening and closing date Bid opening date: May 20, 2020Bid closing date: May 20, 2020

Minimum Bid Lot Rs.10 Lacs and in the Multiples of Rs.10 Lacs there-after.

Manner of bidding in the Issue Open Bidding

Manner of allotment in the Issue Fixed Coupon Rate

Manner of settlement in the Issue Pay-in of funds through clearing corporation

Settlement cycle T+1 where T refers to the date of bid opening date/ is-sue opening date.

Mode of Allocation Uniform

Process flow of settlement:

Successful bidders shall make pay-in of subscription monies towards the allocation made to them, in the bank account of the clearing corporation on or before 10:30 a.m. on the Deemed Date of Allotment.

The fund pay-in by the successful bidders will be made only from the bank account(s), which have been provided/ updated in the electronic book mechanism system. Upon the transfer of funds into the aforesaid account and the Issuer confirming its decision to proceed with the allotment of the Debentures in favour of the Debenture Holder(s) to the Indian Clearing Corporation Limited, the R&T Agent shall provide the corporate action file along with all requisite documents to the Depositories by 12:00 hours and subsequently, the pay-in funds shall be released into the Issuer’s bank account, the details whereof are set out below:

Beneficiary Name : Tata Housing Development Company Limited Credit Account No : 36161384418 Bank : State Bank of India Branch : CAG Branch Account Type : Current A/c IFSC Code : SBIN0009995

It must be noted that all funds pay-in obligations need to be fulfilled in totality. Partial fund receipt against any given obligation will be treated as a default and debarment penalties will be applicable as specified by the EBP Guidelines.

7.10 Application Procedure

Eligible investors will be invited to subscribe by way of the Application Form prescribed in the Information Memorandum during the period between the Issue Opening Date and the Issue Closing Date (both dates inclusive). Subject to the EBP Guidelines, the Issuer reserves the right to change the issue schedule including the Deemed Date of Allotment at its sole discretion, without giving any reasons or prior notice. The Issue will be open for subscription during the banking hours on each day during the period covered by the Issue Schedule.

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Addressed to: ___________________________

7.11 Fictitious Application

All fictitious Applications will be rejected.

7.12 Basis of Allotment

Notwithstanding anything stated elsewhere, Issuer reserves the right to accept or reject any application, in part or in full, without assigning any reason. Subject to the aforesaid, in case of over subscription, priority will be given to Investors on a first come first serve basis. The investors will be required to remit the funds as well as submit the duly completed Application Form along with other necessary documents to Issuer by the Deemed Date of Allotment.

7.13 Payment Instructions

The Application Form should be submitted directly. The full amount of Rs. 10,00,000/- (Rupees Ten Lakh only) per Debenture is payable along with the making of an application. Applicants can alternatively remit the application amount through RTGS on Pay-in Date in the bank account of Indian Clearing Corporation Limited appearing on Paragraph 8.9 (Mode of Payment) above.

7.14 Persons who may apply

The Persons to whom this Disclosure Document is being issued are the only persons eligible to apply for this private placement of Debentures subject to fulfilling their respective investment norms/rules and compliance with laws applicable to them by submitting all the relevant documents along with the Application Form. The class of investors to whom this Disclosure Document is being issued are:a) Companiesb) Scheduled Commercial Banksc) Co-operative Banksd) Financial Institutions including NBFCse) Mutual Fundsf) Insurance Companiesg) Any body corporateh) Any other investor authorized to invest in these NCDs

All Investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this issue of Debentures. Without prejudice to the aforesaid, where the selection of the eligible investors is required to be done pursuant to bidding mechanism on the Electronic Platform called the “EBP Platform” under the EBP Guidelines or any other successive arrangement/platform mandated by SEBI, only those Persons out of the aforesaid categories of investors, who are registered on the EBP Platform and are eligible to make bids for Debentures of the Issuer and to whom allocation is to be made by the Issuer pursuant to selection under the electronic book mechanism for issuance of securities on private placement basis in terms of the EBP Guidelines and the Electronic Book Providers shall be considered as “identified persons” for the purposes of Section 42(2) of the Companies Act, 2013 (as amended from time to time), to whom the Issuer shall make private placement of the Debentures and only such “identified persons” shall receive a direct communication from the Issuer with offer to subscribe to the Debentures and only such “identified persons” shall be entitled to subscribe to the Debentures.

Additionally, those arrangers/brokers/intermediaries etc. (as per the defined limits under the EBP Guidelines) specifically mapped by the Issuer on the EBP Platform are also eligible to bid/apply/invest for this Issue.

Hosting of the Information Memorandum on the website of the BSE should not be construed as an offer or an invitation to offer to subscribe to the Debentures and the same has been hosted only as it is stipulated under the SEBI Regulations read with the EBP Guidelines. Eligible Investors should check their eligibility before making any investment.

52


Addressed to: ___________________________

Note: Participation by potential investors in the issue may be subject to statutory and/or regulatory requirements applicable to them in connection with subscription to Indian securities by such categories of persons or entities. Applicants are advised to ensure that they comply with all regulatory requirements applicable to them, including exchange controls and other requirements. Applicants ought to seek independent legal and regulatory advice in relation to the laws applicable to them.

7.15 Procedure for Applying for Dematerialised Facility

(a) The Applicant must have at least one beneficiary account with any of the DP’s of the Depository prior to making the application.

(b) The Applicant must necessarily fill in the details (including the beneficiary account number and DP - ID) appearing in the Application Form under the heading “Details for Issue of Debentures in Electronic/Dematerialised Form”.

(c) Debentures allotted to an Applicant will be credited to the Applicant’s respective beneficiary account(s) with the DP.

(d) For subscribing to the Debentures, names in the Application Form should be identical to those appearing in the details in the Depository. In case of joint holders, the names should necessarily be in the same sequence as they appear in the account details maintained with the DP.

(e) Non-transferable allotment advice/refund orders will be directly sent to the Applicant by the Registrar and Transfer Agent to the Issue.

(f) If incomplete/incorrect details are given under the heading “Details for Issue of Debentures in Electronic/Dematerialised Form” in the Application Form, it will be deemed to be an incomplete application and the same may be held liable for rejection at the sole discretion of the Issuer.

(g) For allotment of Debentures, the address, nomination details and other details of the Applicant as registered with his/her DP shall be used for all correspondence with the Applicant. The Applicant is therefore responsible for the correctness of his/her demographic details given in the Application Form vis-à-vis those with his/her DP. In case the information is incorrect or insufficient, the Issuer would not be liable for the losses, if any.

(h) The redemption amount or other benefits would be paid to those Debenture Holders whose names appear on the list of beneficial owners maintained by the R&T Agent as on the Record Date. In case of those Debentures for which the beneficial owner is not identified in the records of the R&T Agent as on the Record Date, the Issuer would keep in abeyance the payment of the redemption amount or other benefits, till such time that the beneficial owner is identified by the R&T Agent and conveyed to the Issuer, whereupon the redemption amount and benefits will be paid to the beneficiaries, as identified.

7.16 Depository Arrangements

The Issuer shall make necessary arrangement with the Depository for issue and holding of Debenture in dematerialised form. 7.17 List of Beneficiaries

The Issuer shall request the R&T Agent to provide a list of beneficiaries as at the end of each Record Date. This shall be the list, which will be used for payment or repayment of redemption and redemption premium monies.

7.18 Application under Power of Attorney

A certified true copy of the power of attorney or the relevant authority as the case may be along with the names and specimen signature(s) of all the authorized signatories of the Investor and the tax exemption certificate/document of the Investor, if any, must be lodged along with the submission of the completed

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Addressed to: ___________________________

Application Form. Further modifications/additions in the power of attorney or authority should be notified to the Issuer or to its agents or to such other person(s) at such other address(es) as may be specified by the Issuer from time to time through a suitable communication.

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

7.19 Documents to be provided by Investors

Investors need to submit the following documents, as applicable

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

(b) Resolution authorising investment,

(c) Certified true copy of power of attorney,

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

(e) Copy of PAN card to be submitted,

(f) Application Form (including RTGS details).

7.20 Applications to be accompanied with Bank Account Details

Every application shall be required to be accompanied by the bank account details of the Applicant and the magnetic ink character reader code of the bank for the purpose of availing direct credit of redemption amount and all other amounts payable to the Debenture Holder(s) through NEFT/RTGS.

7.21 Succession

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

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

7.22 Mode of Payment

All payments must be made through NEFT, RTGS, electronic fund transfer to the Indian Clearing Corporation Limited.

7.23 Effect of Holidays

If the Due Date for the Redemption Date falls on a day that is not a Business Day, the Redemption Amounts shall be paid on the immediately preceding Business Day along with interest accrued on the Debentures until but excluding the date of such payment.

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Addressed to: ___________________________

7.24 Tax Deduction at Source

Tax as applicable under the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof will be deducted at source. For seeking TDS exemption/lower rate of TDS, relevant certificate/document must be lodged by the debenture holders at the office of the transfer agents of the Company at least 15 (Fifteen) days before the relevant payment becoming due. Tax exemption certificate / declaration of non deduction of tax at source on interest on application money, should be submitted along with the Application form.

7.25 Letters of Allotment

The letter of allotment, indicating allotment of the Debentures, will be credited in dematerialised form within 2 (Two) Business Days from each Deemed Date of Allotment. The aforesaid letter of allotment shall be replaced with the actual credit of Debentures, in dematerialised form, within 15 (Fifteen) Business Days from each Deemed Date of Allotment. The Debentures will be first issued in physical form for the purposes of payment of stamp duty and once stamp duty is paid thereon, the dematerialised credit shall occur.

7.26 Deemed Date of Allotment

All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of Allotment. The Deemed Date of Allotment for the Issue is May 21, 2020 by which date the Investors would be intimated of allotment.

7.27 Record Date

In relation to any Due Date 14 (Fourteen) days prior to such Due Date. It is clarified that the Record Date will always be determined with reference to the original due date irrespective of whether the original due date falls on a Business Day or not.

7.28 Refunds

For Applicants whose applications have been rejected or allotted in part, refund orders will be dispatched within 7 (Seven) days from each Deemed Date of Allotment of the Debentures.

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

7.29 Interest on Application Money

The Issuer shall be liable to pay to each Debenture Holder, interest on the Application Monies (subject to any tax deductible at source under Applicable Law) paid by the said Debenture Holder in the event that the Debenture Holder has remitted the Application Monies prior to the Deemed Date of Allotment, for which interest shall be calculated at the Rate of Return rate applicable for the Debentures issued on the Application Monies, for the period commencing from the date on which the said Debenture Holder has made payment of the Application Monies in respect of the Debentures and ending on the day prior to the Deemed Date of Allotment. The interest on the Application Monies shall be paid by the Issuer to the Debenture Holders within 7 (Seven) Business Days from the Deemed Date of Allotment.

7.30 Pan Number

Every Applicant should mention its PAN allotted under Income Tax Act, 1961, on the Application Form and attach a self-attested copy as evidence. Application forms without PAN will be considered incomplete and are liable to be rejected.

7.31 Payment on Redemption

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Addressed to: ___________________________

Payment on redemption will be made by way of cheque(s)/redemption warrant(s)/demand draft(s)/credit through RTGS system/funds transfer in the name of the Debenture Holder(s) whose names appear on the list of beneficial owners given by the Depository to the Issuer as on the Record Date.

The Debentures shall be taken as discharged on payment of the redemption amount by the Issuer on maturity to the registered Debenture Holder(s) whose name appears in the Register of Debenture Holder(s) on the Record Date. On such payment being made, the Issuer will inform the Depository and accordingly the account of the Debenture Holder(s) with the Depository will be adjusted.

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

Disclaimer: Please note that only those persons to whom this memorandum has been specifically addressed may apply. However, an application, even if complete in all respects, is liable to be rejected without assigning any reason for the same. The list of documents provided above is only indicative, and an investor is required to provide all those documents/ authorizations/ information, which are likely to be required by the Issuer. The Issuer may, but is not bound to revert to any investor for any additional documents/ information, and can accept or reject an application as it deems fit. Investment by investors falling in the categories mentioned above are merely indicative and the Issuer does not warrant that they are permitted to invest as per extant laws, regulations, etc. Each of the above categories of investors is required to check and comply with extant rules/regulations/ guidelines, etc. Governing or regulating their investments as applicable to them and the Issuer is not, in any way, directly or indirectly, responsible for any statutory or regulatory breaches by any investor, neither is the Issuer required to check or confirm the same.

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Addressed to: ___________________________

8. DECLARATION

The Company and each of the directors of the Company hereby confirm and declare that:

a. the Company has complied with the provisions of the Act and the rules made thereunder, including the compliances in relation to making a private placement of the Debentures;

b. the compliance with the Act and the rules does not imply that payment of dividend or interest or repayment of Debentures, if applicable, is guaranteed by the Central Government;

c. the monies received under the Issue shall be used only for the purposes and objects indicated in the Disclosure Document (offer letter);

I am authorized by the Board of Directors of the Company vide resolution number 8 dated November 29, 2018 to sign this form and declare that all the requirements of Companies Act, 2013 and the rules made thereunder in respect of the subject matter of this form and matters incidental thereto have been complied with. Whatever is stated in this form and in the attachments thereto is true, correct and complete and no information material to the subject matter of this Disclosure Document has been suppressed or concealed and is as per the original records maintained by the promoters subscribing to the Memorandum of Association and Articles of Association.

It is further declared and verified that all the required attachments have been completely, correctly and legibly attached to this form.

For Tata Housing Development Company Limited

______________________Sanjay DuttDesignation: Managing Director & CEODIN: 05251670 Date: May 20, 2020Place: Mumbai

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Addressed to: ___________________________

ANNEXURE I: RATING LETTER AND RATING RATIONALE

[Attached Separately]

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Addressed to: ___________________________

ANNEXURE II: CONSENT LETTER FROM THE DEBENTURE TRUSTEE


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Addressed to: ___________________________

ANNEXURE III: APPLICATION FORM

TATA HOUSING DEVELOPMENT COMPANY LIMITEDA public company with limited liability incorporated on March 19, 1942 under the Companies Act, 1913

Registered & Corporate Office: E Block, Voltas Premises, T. B. Kadam Marg Chinchpokli Mumbai Mumbai City, Maharashtra 400033

Telephone No.: 022 – 6661 4444Contact Person: Mr. Ritesh KamdarEmail: riteshkamdar @tatarealty.in

DEBENTURE APPLICATION FORM SERIAL NO. 0 0 0 0 0 0 0 0 1Addressed to: __________________________________________________________

ISSUE OF UPTO 5000 (FIVE THOUSAND) RATED LISTED SECURED REDEEMABLE NON-CONVERTIBLE DEBENTURES OF THE FACE VALUE OF RS. 10,00,000/- (RUPEES TEN LAKH ONLY) EACH, AGGREGAT-ING UPTO RS. 500 CRORE (RUPEES FIVE HUNDRED CRORE ONLY) ON A PRIVATE PLACEMENT BASIS.

DEBENTURE APPLIED FOR: Number of Debentures _____ in words _______

Amount Rs. ______ /- in words Rupees ______Crore Only

DETAILS OF PAYMENT:

Cheque / Demand Draft / RTGS No. _____________ Drawn on_____________________________________________

Funds transferred to [●] Dated ____________

Total Amount Enclosed (In Figures) Rs.______/- (In words) ________ Only

APPLICANT’S NAME IN FULL (CAPITALS) SPECIMEN SIGNATURE

APPLICANT’S ADDRESS

ADDRESS

STREETCITY

PIN PHONE FAX

APPLICANT’S PAN/GIR NO. _____________ IT CIRCLE/WARD/DISTRICT ____

WE ARE ( ) COMPANY ( ) OTHERS ( ) SPECIFY __________

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mailto:[email protected]


Addressed to: ___________________________

We have read and understood the Terms and Conditions of the issue of Debentures contained in the Information Memorandum including the Risk Factors described therein and have considered these in making our decision to apply. We bind ourselves to these Terms and Conditions and wish to apply for allotment of these Debentures. We request you to please place our name(s) on the Register of Holders.

Name of the Authorised Signatory(ies)

Designation Signature

Applicant’s Signature

We the undersigned, are agreeable to holding the Debentures of the Issuer in dematerialised form. Details of my/our Beneficial Owner Account are given below:

Details for Issue of Debentures in Electronic / Dematerialised Form

DEPOSITORY NSDL ( ) CDSL ( )DEPOSITORY PARTICIPANT NAMEDP-IDBENEFICIARY ACCOUNT NUMBERNAME OF THE APPLICANT(S)

Applicant Bank Account :

(Settlement by way of NEFT, RTGS, electronic fund transfer)

FOR OFFICE USE ONLY DATE OF RECEIPT ________________ DATE OF CLEARANCE ________________

(Note: Cheque and Drafts are subject to realisation)

We understand and confirm that the information provided in this Information Memorandum is provided by the Issuer and the same has not been verified by any legal advisors to the Issuer and other intermediaries and their agents and advisors associated with this Issue. We confirm that we have for the purpose of investing in these Debentures carried out our own due diligence and made our own decisions with respect to investment in these Debentures and have not relied on any representations made by anyone other than the Issuer, if any.

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

We understand that we are assuming on our own account, all risk of loss that may occur or be suffered by us including as to the returns on and/or the sale value of the Debentures.

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Addressed to: ___________________________

Applicant’s Signature

FOR OFFICE USE ONLY DATE OF RECEIPT ______________________ DATE OF CLEARANCE _________________ (Note : Cheque and Drafts are subject to realisation)

-------------------------------------------------(TEAR HERE)--------------------------------------------ACKNOWLEDGMENT SLIP

(To be filled in by Applicant) SERIAL NO. - - - - - - - -

Received from _______________________________________________ Address______________________________________________________________________________________________________________________________________UTR # ______________ Drawn on _______________________________ for Rs. _____________ on account of application of _____________________ Debenture

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Addressed to: ___________________________

ANNEXURE IV: AUDITED FINANCIAL STATEMENTS

[Attached separately]

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Addressed to: ___________________________

ANNEXURE V: SUMMARY FINANCIAL POSITION (AUDITED)

Please note that the summary of financial position for the last three years and for the period ended September 30, 2019 is contained on the following pages of the audited financial statements of the Issuer, which has been circulated along with this Information Memorandum:

Financial Year Summary of Financial Position 2016-17 Page Number 135 & 136 2017-18 Page Number 91 & 92 2018-19 Page Number 71 & 72 For the period ended September 30, 2019

Page Number 4 & 5

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Addressed to: ___________________________

ANNEXURE VI: CASH FLOW STATEMENTS (AUDITED)

Please note that the cash flow statements for the last three years and for the period ended September 30, 2019 is contained on the following pages of the audited financial statements of the Issuer, which has been circulated along with this Information Memorandum:

Financial Year Cash Flow Statements 2016-17 Page Number 138 2017-18 Page Number 93 & 942018-19 Page Number 74 & 75For the period ended September 30, 2019

Page Number 6 & 7

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Addressed to: ___________________________

ANNEXURE VII: INDICATIVE CASHFLOW SCHEDULE

Issuer Tata Housing Development Company LimitedFace Value (per security) Rs. 10,00,000/- (Rupees Ten Lakh only) Issue Date/Deemed Date of Allotment May 21, 2020Redemption Date May 19, 2023, subject to exercise of Put Option or Call

Option or early redemption/ acceleration pursuant to Event of Default in terms of the Transaction Documents.

Redemption Premium 9.10%Day Count Convention Actual/ Actual

SCHEDULE* If the Debentures are redeemed on the Schedule Maturity Date

Record Date Interest Payment /

Redemption Date

Principal(in Rs.) (for each NCD’s)

Redemption Premium on each NCD’s

(in Rs.)

Rate of Return

Days Total Payment (in Rs.)

07-05-2021 21-05-2021 - 91,000 9.10% 365 91,00007-05-2022 21-05-2022 - 91,000 9.10% 365 91,00005-05-2023 19-05-2023 10,00,000 90,501 9.10% 363 10,90,501

*The above-mentioned cash flows are illustrative and indicative. The actual due dates and the cash flow will be in accordance with the circular bearing reference number CIR/IMD/DF-1/122/2016 dated November 11, 2016 issued by SEBI, as modified, amended or supplemented from time to time.

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Addressed to: ___________________________

ANNEXURE VIII: RELATED PARTY TRANSACTIONS

Please note that the related party transactions entered into by the Issuer, for the last three years and for the period ended September 30, 2019 is contained on the following pages of the audited financial statements of the Issuer, which has been circulated along with this Information Memorandum:

Financial Year Related Party Transactions 2016-17 Page Number 170 to 173 (Note no. 39)2017-18 Page Number 130 to 134 (Note no. 35)2018-19 Page Number 116 to 121 (Note no. 35)For the period ended September 30, 2019

Page Number 26 to 29 (Note no. 25)

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Addressed to: ___________________________

ANNEXURE IX: DETAILS OF LITIGATION OR LEGAL ACTION AND DETAILS OF MATERIAL FRAUDS


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Addressed to: ___________________________

ANNEXURE X: COPY OF BOARD RESOLUTION


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Addressed to: ___________________________

ANNEXURE XI: COPY OF SHAREHOLDERS’ RESOLUTIONS


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Addressed to: ___________________________

ANNEXURE XII: TERM SHEET


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Addressed to: ___________________________

ANNEXURE XIII: IN PRINCIPLE LISTING APPROVAL


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Addressed to: ___________________________

ANNEXURE XIV: REMUNERATION OF DIRECTORS

Name of Director Current Year Up to 31.03.2020

FY 2018-19 FY 2017-18 FY 2016-17


Rs. 80,000/- Rs. 80,000/- N.A. N.A.

Mr. Sanjay DuttDesignation: MD & CEODIN: 05251670

Rs. 4,18,71,624/- Rs. 4,57,52,698/- N.A. N.A.

Mr. Santhanakrishnan SDesignation: DirectorDIN: 00032049

Rs. 10,50,000/- Rs. 900,000/- Rs. 14,00,000/- Rs. 37,93,450/-


Rs. 80,000/- Rs. 80,000/- N.A. N.A.

Mr. Dileep ChoksiDesignation: DirectorDIN: 00016322

Rs. 9,50,000/- Rs. 650,000/- Rs. 13,00,000/- Rs. 18,58,950/-


Rs. 10,50,000/- Rs. 900,000 Rs. 14,00,000/- Rs. 22,58,950/-


Nil Nil Nil Rs. 88,900/-

Mr. Brotin Banerjee*DIN: 01522816Designation: MD & CEO

N.A. Rs. 26,90,761 Rs. 4,56,19,146 Rs. 4,33,48,522

Mr. Sanjay Ubale**DIN: 02040738Designation: Director

N.A. Nil Rs. 1,20,000/- Rs. 65,900/-

Mr. Eruch Kapadia***DIN: 02230412Designation: Director

N.A. Nil Rs. 60,000/- Rs. 1,12,000/-

*Ceased to be director with effect from June 13, 2018.** Ceased to be director with effect from August 8, 2018.*** Ceased to be director with effect from March 27, 2018.

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