ATS INFRABUILD PRIVATE LIMITED · Reality Infratech Private Limited’) with the Registrar of...

Disclosure Document

Private & Confidential For Private Circulation only

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ATS INFRABUILD PRIVATE LIMITED REGD. OFF. : 711/92, DEEPALI, NEHRU PLACE, NEW DELHI‐110019

CIN: U45400DL2007PTC168922; Ph.0120‐7111500; Fax 0120‐7111550 Email: [email protected]; website: www.atsgreens.com

Incorporated as a private limited company in the name & style of ATS Infrabuild Private Limited (earlier known as ‘Ground Reality Infratech Private Limited’) with the Registrar of Companies, New Delhi, vide Certificate of Incorporation dated 04th October, 2007 and the Fresh Certificate of Incorporation dated 13th Day of June, 2012 consequent to change in name of the company . The Corporate Identification Number of the Company is U45400DL2007PTC168922.

Registered Office:711/92, Deepali Nehru Place New Delhi ‐ 110019 India Tel:+91 120 7111500 Fax: +91 120 7111555

Corporate Office ATS Tower, Plot No. 16, Sector 135, Noida, Uttar Pradesh‐ 201 305 Tel:+91 120 7111500 Fax: +91 120 7111555

Chief Financial Officer: Mr. Pritam Jha Company Secretary: Ms. Tanu Singla Contact Person: Company Secretary

Email: [email protected] Website: www.atsgreens.in

DISCLOSURE DOCUMENT

DISCLOSURE DOCUMENT FOR ISSUE BY WAY OF PRIVATE PLACEMENT OF SECURED LISTED RATED REDEEMABLE CUMULATIVE NON‐CONVERTIBLE DEBT IN THE NATURE OF DEBENTURES OF THE FACE VALUE OF RS. 10,00,000/‐ (RUPEES TEN LAKH) EACH AGGREGATING UPTO RS. 6,00,00,000 (RUPEES SIX CRORES ONLY), TO BE ISSUED IN ONE OR MORE TRANCHES DURING THE VALIDITY PERIOD OF THIS DISLOSURE DOCUMENT.

DISCLOSURE DOCUMENT IS 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) (THE “SEBI REGULATIONS”), AS AMENDED BY SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) (AMENDMENT) REGULATIONS, 2012 ISSUED VIDE CIRCULAR NO. LAD‐NRO/GN/2012‐13/19/5392 DATED OCTOBER 12, 2012 AND SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) (AMENDMENT) REGULATIONS, 2014 ISSUED VIDE CIRCULAR NO. LAD‐NRO/GN/2013‐14/43/207 DATED JANUARY 31, 2014 AND SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) (AMENDMENT) REGULATIONS, 2016 ISSUED VIDE CIRCULAR NO. LAD‐NRO/GN/2016‐17/004 DATED MAY 25, 2016, SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AS AMENDED FROM TIME TO TIME AND THE COMPANIES ACT, 2013 READ WITH COMPANIES (PROSPECTUS AND ALLOTMENT OF SECURITIES) RULES, 2014.

GENERAL RISK

Investors are advised to read the section “Risk Factors” carefully before taking an investment decision in this offering. For taking an investment decision, the Investors must rely on their own examination of the Issuer and the offer/Issue including the risks involved. The offer/Issue being made on private placement basis, this Disclosure Document has not been filed with the Securities & Exchange Board of India (SEBI). The Debentures have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this document. Specific attention of the Investors is invited to the summarized and detailed Risk Factors mentioned elsewhere in this Disclosure Document. The submission of this Disclosure Document to the stock exchange should not in any way be deemed or construed to mean that this Disclosure Document has been reviewed, cleared or approved by the stock exchange; nor does the stock exchange in any manner warrant, certify, or endorse the correctness or completeness or adequacy of any of the contents of this Disclosure Document.

ISSUER’S ABSOLUTE RESPONSIBILITY

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The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Disclosure Document contains all information with regard to the Issuer and the Issue, which is material in the context of the Issue, that the information contained in this Disclosure Document is true and correct in all material 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 document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

CREDIT RATING

Debentures have been rated “CARE BB Stable (to be read as Double B; Outlook:Stable)” by CARE Ratings Ltd., in terms of which the Issuer can issue upto Rs. 135,00,00,000 (Rupees One Hundred Thirty Five Crores Only) worth of Debentures. The rating is not a recommendation to buy, sell or hold the Debentures and Investors should take their own decision. The rating may be subject to revision or withdrawal at any time by the assigning credit rating agency and each rating should be evaluated independently of any other rating. The ratings obtained are subject to revision at any point of time in the future. The rating agency has the right to suspend, withdraw the rating at any time on the basis of new information etc. For details, please refer to paragraph on ‘Credit Rating’ mentioned elsewhere in this Disclosure Document.

LISTING

Secured, Listed, Rated, Redeemable, Cumulative Non‐Convertible Debentures offered for subscription through the Disclosure Document and proposed to be listed on the Whole Sale Debt Market Segment (“WDM Segment”) of BSE Ltd. (the “Bombay Stock Exchange” or “BSE”).

ISSUER DEBENTURE TRUSTEE REGISTRAR TO THE ISSUE

ATS Infrabuild Private Limited Regd Office: 711/92, Deepali Nehru Place New Delhi ‐ 110019 India Corp. Office: ATS Towers, Plot No. 16, Sector‐135, Noida, U.P.‐201301

IDBI Trusteeship Services Limited Registered Office : Asian Building, Ground Floor, 17, R. Kamani Marg, Ballard Estate, Mumbai ‐ 400001

BEETAL FINANCIAL & COMPUTER SERVICES PRIVATE LIMITED Registered Office: BEETAL House, IIIrd Floor, 99, Madangir, Near Dada Harsukh Das Mandir, Madangir, New Delhi‐110062

Tel: 011‐64510968 / 0120‐7111500 Tel : 022 4080 7000 Tel : 011‐29961281‐283 Fax: 0120‐7111550 Fax : 022 6631 1776 Fax : 011‐29961284

Email: [email protected] Contact Person: Ms. Tanu Singla, Company Secretary

Email: [email protected] Website: www.idbitrusteeship.com Contact Person: Mr. Krishnakant Sharma

Email: [email protected] Contact Person: Mr. Punit Mittal, General Manager

Issue Opening Date: 31st December, 2018

Issue Closing Date: 31st December, 2018 or whenever the Issue is fully subscribed, whichever is earlier

Date of Allotment: 02nd January, 2019 or whenever the Issue is fully subscribed, whichever is earlier

NOTE: This Disclosure Document of private placement is neither a prospectus nor a statement in lieu of a prospectus. This is only an information brochure intended for private use and should not be construed to be a prospectus and/or an invitation to the public for subscription to Debentures under any law for the time being in force. The Company can, at its sole and absolute discretion change the terms of the offer. The Company reserves the right to close, recall, extend or modify the terms of the Issue at its absolute discretion at any time prior to Allotment.

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TABLE OF CONTENTS

DEFINITIONS AND ABBREVIATIONS 4 DISCLAIMER 9 PART A – FORM PAS-4 111 PART B – ADDITIONAL DISCLOSURES 213 PART C-SUMMARY TERM SHEET FOR THE NCDs 314

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DEFINITIONS AND ABBREVIATIONS

Company/Issuer ATS Infrabuild Private Limited

“we”, “us”, “our” Unless the context otherwise requires, the Company.

Accounts means the bank accounts opened pursuant to Debenture Trust Deed and/or the Escrow Account Agreement.

Affiliate in relation to any person:

(a) (in relation to an entity) a subsidiary of that person or a holding company of that person or any other subsidiary of that holding company or any entity on which such person has Control or any person having Control over such person; and

(b) (in relation to an individual) a relative (as defined in the Act) of that person or any entity Controlled by that person.

Application Form The form in which an investor can apply for subscription to the Debentures.

Applicable Law Any statute, law, treaty, code, regulation, ordinance, rule, judgment, order, decree, bye‐law, approval of any Governmental Authority, directive, guideline, policy, requirement or other governmental restriction or any similar form of decision of or determination by, or any interpretation or administration having the force of law on any of the foregoing by any Governmental Authority having jurisdiction over the matter in question, whether in effect as of the date of the Debenture Trust Deed or at any time thereafter and each as amended from time to time.

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

Articles Articles of Association of the Company, as amended from time to time.

Board Board of Directors of the Company or a Committee thereof.

BSE BSE Limited.

Business Day Any day of the week (excluding Saturdays, Sundays and any other day which is a public holiday for the purpose of Section 25 of the Negotiable Instruments Act, 1881 (26 of 1881) on which banks are open for general business in Mumbai.

Companies Act Companies Act, 2013 to the extent notified and as amended from time to time along with the Companies Act, 1956 to the extent applicable.

‘Coupon’ or ‘Interest’ In respect of a Debenture for a period means the amount of interest payable on the Nominal Value at the Coupon Rate on each Coupon Payment Date.

Coupon Payment Date In relation to Debentures, means the (a) date falling at each anniversary of the Initial Date of Allotment till the Redemption Date and (b) the Redemption Date.

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Coupon Rate Coupon Rate means a fixed rate of 10% (ten percent) per annum

Credit Rating Agency CARE Ratings Ltd.

Day Count Basis Actual. It is clarified that in case of Coupon payment in a leap year, the same shall be calculated taking the number of days as 366 (three hundred and sixty six) days (per the SEBI Circular dated November 11, 2016 bearing reference CIR/IMD/DF‐1/122/2016).

Debentures/NCDs Shall mean upto 60 Secured, Listed, Rated, Redeemable, Cumulative Non‐Convertible Debentures of the Nominal Value of INR 10,00,000 (Rupees Ten Lac Only) each, aggregating to INR 6,00,00,000 issued in terms of Debenture Trust Deed and other Debenture Documents

Debenture Documents (a) the Debenture Trust Deed; (b) the Debenture Trustee Appointment Agreement; (c) the Escrow Account Agreement; (d) each Security Document; (e) each Offer Document; (f) Letter of Undertaking; (g) the letters issued by the Issuer appointing the registrar and

transfer agent with respect to issuance of the Debentures, the agreement between the registrar and transfer agent and the Issuer with respect to issuance of the Debentures, the agreement between the Issuer, the registrar and transfer agent and the Depository; and

(h) any other document that may be designated as a Debenture Document by the Debenture Trustee,

and “Debenture Document” means any of them.

Debenture Trustee IDBI Trusteeship Services Limited

Debenture Trustee Appointment Agreement

The debenture trustee appointment agreement dated on or about the date of the Debenture Trust Deed entered into between the Issuer and the Debenture Trustee.

Debenture Trust Deed The document titled 'Debenture Trust Deed' to be executed between the Debenture Trustee and the Issuer for inter alia settling a trust, creation of mortgage and describing the powers of the Debenture Trustee, read with any amendments or supplements thereto.

Date of Allotment 31st December, 2018 or whenever the Issue is fully subscribed, whichever is earlier

Depository National Securities Depository Limited and/or the Central Depository Service (India) Limited, as the case may be.

Early Redemption Date Any date other than and prior to the Final Maturity Date on which the Debentures are required to be redeemed in accordance with the Debenture Trust Deed and including without limitation, on account of acceleration any date when following an Event of Default or otherwise.

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Final Maturity Date With respect to each Debenture, irrespective of which Series such Debenture pertains to, shall mean the 4th (fourth) anniversary of the Initial Deemed Date of Allotment

Fiscal Quarter In any fiscal year i.e., the accounting period commencing from April 1st of each year till March 31st of next year, any of the following three month periods of a fiscal year:

(a) April 1 to June 30;

(b) July 1 to September 30;

(c) October 1 to December 31;

(d) January 1 to March 31.

Guarantor or Promoter Mr. Getamber Anand, aged 53 years, son of Mr. KK Anand, r/o C‐226, Sector‐44, Noida, U.P.‐201301, PAN: ACHPA0868K

Guarantee Deed of guarantee executed or to be executed by the Guarantor in favour of the Debenture Trustee guaranteeing to pay the Guaranteed Default Return upon occurrence of an Event of Default

Guaranteed Default Return In respect of each Debenture shall mean such amount which gives a Debenture Holder, an XIRR of 18% (eighteen percent) along with the repayment of the entire Nominal Value of such Debenture, including any Coupon paid and the Taxes legally withheld by the Issuer for which due credit is made available within 30 (thirty) days of such deduction/withholding to such Debenture Holder.

Debenture Holders The persons who are, for the time being and from time to time, collectively the holders of the Debentures and whose names appear in the Register of Beneficial Owners, and “Debenture Holder” means each such person.

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

Interest Period In relation to Debentures, the period for which the Interest is paid/to be paid on such Debentures.

Issue Issue of up to 60 (sixty) Secured, Listed, Rated, Redeemable, Cumulative Non‐Convertible Debentures of the nominal value of INR 10,00,000/‐ (Rupees Ten Lac Only) each, aggregating up to INR 6,00,00,000/‐ (Rupees Six Crores Only)

Memorandum / MoA Memorandum of Association of the Company.

NEFT National Electronic Fund Transfer system, a nation‐wide payment system facilitating one‐to‐one funds transfer.

Person Any natural person, limited or unlimited liability company, corporation, partnership (whether limited or unlimited), proprietorship, hindu undivided family, trust, union, association, Governmental Authority or any agency or political subdivision thereof or any other entity that may be treated as a person under the Applicable Law and shall include the successors and permitted assignees or transferees of such Person.

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Project The residential group housing project with title “Casa Espana” situated on and being constructed on the Project Lands.

NEFT National Electronic Fund Transfer system, a nation‐wide payment system facilitating one‐to‐one funds transfer.

Payment Mode RTGS/NEFT/ Cheques drawn on ICICI Bank

Record Date In respect of a Debenture, the day falling 15 (fifteen) days before the relevant Coupon Payment Date or Redemption Date or any other Due Date or any other time when any notice or information is to be provided to the Debenture Holders, as applicable.

Redemption Date Shall mean an Early Redemption Date or the Final Maturity Date, as the case may be.

Redemption Amounts In respect of each Debenture: (a) if no Event of Default has occurred, then it shall mean such amount which gives a Debenture Holder, an XIRR of 14.5% (fourteen point five percent) along with the repayment of the entire Nominal Value of such Debenture, including any Coupon paid, and the Taxes legally withheld by the Issuer for which due credit is made available promptly within 30 (thirty) days of such deduction/withholding to such Debenture Holder or (b) if an Event of Default has occurred, then it shall mean the Guaranteed Default Return.

Redemption Premium Such amount as redemption premium on the Debentures (“Redemption Premium”), in respect of each Debenture, which taken together with the Nominal Value and Coupon paid thereon, if any, provide to the Debenture Holders, the Guaranteed Return or Guaranteed Default Return, as the case may be

Registrar to the Issue BEETAL FINANCIAL & COMPUTER SERVICES PRIVATE LIMITED

ROC/Registrar of Companies The Registrar of Companies, New Delhi

Rs./Rupees/INR Indian Rupees.

RTGS Real Time Gross Settlement, an electronic funds transfer facility provided by RBI.

SEBI Securities and Exchange Board of India constituted under the Securities and Exchange Board of India Act, 1992, as amended from time to time.

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

Security Document (a) the Deed of Hypothecation; (b) the Guarantee; (c) the Mortgage Document(s); (d) the Deed of Pledge; (e) the power(s) of attorney further to the Debenture

Document, including without limitation power of attorney further to the Debenture Trust Deed and the power of attorney further to the Deed of Hypothecation; and

(f) any other document that may be designated as a Security Document by the Debenture Trustee,

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and “Security Document” means any of them.

Transaction Documents The Debenture Documents and the Project Documents.

WDM Segment Wholesale Debt Market segment of BSE.

This Disclosure Document shall be read in conjunction with the Debenture Trust Deed and in case of any inconsistency or contradiction between the Disclosure Document and the Debenture Trust Deed, the provisions of the Debenture Trust Deed shall prevail. Further, terms used in this Document but not defined shall have meaning ascribed to them in the Debenture Trust Deed.

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DISCLAIMER

This Disclosure Document is neither a Prospectus nor a Statement in lieu of a Prospectus under the Companies Act and has been prepared in accordance with the SEBI Regulations. The Debentures are proposed to be listed on the WDM Segment of the BSE. Multiple copies hereof given to the same entity shall be deemed to be given to the same Person and shall be treated as such. It does not constitute and shall not be deemed to constitute an offer or an invitation to subscribe to the Debentures to the public in general or a section thereof. This Disclosure Document has been prepared to provide general information about the Issuer to potential investors to whom it is addressed and who are willing and eligible to subscribe to the Debentures. This Disclosure Document does not purport to contain all the information that any potential investor may require. Neither this Disclosure Document nor any other information supplied in connection with the Debentures is intended to provide the basis of any credit or other evaluation and any recipient of this Disclosure Document should not consider such receipt a recommendation to purchase any Debentures. Each investor contemplating purchase of any Debentures should make its own independent investigation of the financial condition and affairs of the Issuer, and its own appraisal of the creditworthiness of the Issuer. Potential investors should consult their own financial, legal, tax and other professional advisors as to the risks and investment considerations arising from an investment in the Debentures and should possess the appropriate resources to analyze such investment and the suitability of such investment to such investor's particular circumstances.

Each Debenture is offered pursuant to the terms and conditions pertaining to the Debentures outlined hereunder as modified/supplemented by the terms of the Debenture Documents. The terms and conditions contained in this Disclosure Document shall be read in conjunction with the provisions contained in the Debenture Documents, and in case of any repugnancy, inconsistency or where there is a conflict between the terms and conditions as are stipulated in the Debenture Documents on one hand, and the terms and conditions in the Disclosure Document on the other, the provisions contained in the Debenture Documents shall prevail over and over‐ride the provisions of the Disclosure Document for all intents and purposes. The Issuer confirms that, as of the date hereof, this Disclosure Document (including the documents incorporated by reference herein, if any) contains all information that is material in the context of the Issue of the Debentures, is accurate in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements herein, in the light of the circumstances under which they are made, not misleading in any material respect. No Person has been authorized to give any information or to make any representation not contained or incorporated by reference in this Disclosure Document or in any material made available by the Issuer to any potential investor pursuant hereto and, if given or made, such information or representation must not be relied upon as having been authorized by the Issuer. This Disclosure Document and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly and specifically through a communication by the Company and only such recipients are eligible to apply for the Debentures. All investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this Issue. The contents of this Disclosure Document are intended to be used only by those investors to whom it is distributed. It is not intended for distribution to any other Person and should not be copied, reproduced, distributed or disclosed (in whole or in part) by the recipient to any other Person nor should any other Person act on it.

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No invitation is being made to any Persons other than those to whom Application Forms along with this Disclosure Document being issued have been sent by or on behalf of the Issuer. Any application by a Person to whom the Disclosure Document and the Application Form has not been sent by or on behalf of the Issuer may be rejected. Each Person receiving this Disclosure Document acknowledges that: Such Person has been afforded an opportunity to request and to review and has received all additional information considered by it to be necessary to verify the accuracy of or to supplement the information herein; Such Person has not relied on any intermediary that may be associated with issuance of Debentures in connection with its investigation of the accuracy of such information or its investment decision. The Issuer, does not undertake to update the Disclosure Document to reflect subsequent events after the date of circulation of the Disclosure Document, and thus it should not be relied upon with respect to such subsequent events without first confirming its accuracy with the Issuer. Neither the delivery of this Disclosure Document nor the Issue of Debentures made hereunder shall, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of the Issuer since the date hereof. This Disclosure Document 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 Disclosure Document in any jurisdiction where such action is required. The distribution of this Disclosure Document and the offering of the Debentures may be restricted by law in certain jurisdictions. Persons into whose possession this Disclosure Document comes are required to inform themselves about and to observe any such restrictions. The Disclosure Document is made available to investors relating to the Issue on the strict understanding that the contents hereof are strictly confidential. A copy of this Disclosure Document has been filed with the BSE, in terms of the SEBI Regulations. The Debentures have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this document. It is to be distinctly understood that this document should not, in any way, be deemed or construed that the same has been cleared or vetted by SEBI. SEBI does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue is proposed to be made, or for the correctness of the statements made or opinions expressed in this document. The issue of Debentures is being made on private placement basis. SEBI reserves the right to take up at any point of time, with the Company, any irregularities or lapses in this document. It is further clarified that submission of this Disclosure Document to the BSE should not in any way deemed or construed to mean that this Disclosure Document 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 Disclosure Document, nor does the BSE warrant that the Debentures will be listed or 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 Affiliates, its Promoters, or the business of the Issuer.

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PART A

FORM PAS‐4

[Pursuant to section 42 and rule 14(1) of the Companies (Prospectus and Allotment of Securities) Rules, 2014]

THIS DISCLOSURE DOCUMENT OF PRIVATE PLACEMENT IS NEITHER A PROSPECTUS NOR A

STATEMENT IN LIEU OF A PROSPECTUS. THIS IS ONLY AN INFORMATION BROCHURE INTENDED

FOR PRIVATE USE AND SHOULD NOT BE CONSTRUED TO BE A PROSPECTUS AND/OR AN

INVITATION TO THE PUBLIC FOR SUBSCRIPTION TO DEBENTURES UNDER ANY LAW FOR THE

TIME BEING IN FORCE. THE COMPANY RESERVES THE RIGHT TO CLOSE RECALL EXTEND OR

MODIFY THE TERMS OF THE ISSUE AT ITS ABSOLUTE DISCRETION AT ANY TIME PRIOR TO

ALLOTMENT PROVIDED SIMILAR CHANGES ARE CARRIED OUT IN THE DEBENTURE

DOCUMENTS AS WELL.

1. GENERAL INFORMATION

NAME & ADDRESS OF THE REGISTERED OFFICE AND CORPORATE OFFICE OF THE ISSUER

Name of the Issuer ATS Infrabuild Private Limited

Registered Office & Corporate Office Registered Office: 711/92, Deepali Nehru Place New Delhi ‐ 110019 India Corporate Office: ATS Tower, Plot No. 16, Sector 135, Noida, Uttar Pradesh‐ 201 305

Website www.atsgreens.com

Email [email protected]

Date of Incorporation 4th October, 2007

Company Registration No. U45400DL2007PTC168922

BRIEF SUMMARY OF THE BUSINESS ACTIVITIES OF THE ISSUER AND ITS LINES OF BUSINESS

CORPORATE STRUCTURE

The Company is a part of the ATS Group promoted by the Guarantor. Mr. Getamber Anand is the significant shareholder in the Company. The share capital of the Company is organized as follows:

LIST OF SHAREHOLDERS OF ATS INFRABUILD PRIVATE LIMITED

Name Address No. Of Shares Percentage

1) Getamber Anand C‐226, Sector 44 Noida‐201301, UP

8100 81%

2) ATS Infrastructure Limited

C‐226, Sector 44 Noida‐201301, UP

900 9%

3) Poonam Getamber Anand

C‐226, Sector 44 Noida‐201301, UP

1000 10%

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BRIEF HISTORY OF THE COMPANY

The Company was initially promoted by Getamber Anand, Chairman and Managing Director of ATS Infrastructure Limited. The ATS Group is a major player in real estate development, in and around the National Capital Region (NCR) and primarily focuses on fast moving residential complexes. ATS Group has delivered many residential complexes in NCR. The Issuer is the developer of the Project which is aimed at providing residential, commercial and retail units. BUSINESS OVERVIEW The Issuer is a special purpose vehicle incorporated to develop projects and for construction, development and sale of the Project. The Issuer has obtained the approval of Greater Mohali Area Development Authority, Punjab (“GMADA”) for development of the Project as per the master plan dated 05.12.2016. FUNDING AND SOURCES OF THE PROJECT The Company majorly relies on loan funds (in the form of various secured and unsecured borrowings) in order to meet the capital and funding requirements. Of these funding sources, the Debentures shall be the most significant source of funding. MATERIAL CONTRACTS Development Agreement with Shiwalik for phase 1 of the Project , as more specifically given in the Debenture Trust Deed Development Agreement with Rajender for phase 2 of the Project, as more specifically given in the Debenture Trust Deed

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2. BRIEF PARTICULARS OF THE MANAGEMENT OF THE COMPANY Names, addresses and DIN of the directors – Board of Directors as on the date of Disclosure Document

Sr. No.

Name Designation DIN Age Director since

Details of other

Directorships

Address

1 Getamber Anand

Director 00120610 53 Inception Attached as Annexure 1

C‐226, Sector‐44, Noida ‐ 201301

2 Tanya Arora Director 07259837 42 15/09/2016

Attached as Annexure 1

Flat No. 14‐A, Tower X, Meghdutam Society, Sector‐50, Noida ‐ 201301

Details of occupation of the Directors

S. No. Name of the Director Occupation

1 Getamber Anand Business

2 Tanya Arora Service

3. DETAILS OF MANAGEMENT OF THE COMPANY

Details of designation and experience KMPs

S.No. Name of KMP Designation Experience

1. Tanya Arora Whole‐Time Director 15 Years

2. Pritam Kumar Jha Chief Financial Officer (CFO) 15 years

3. Tanu Singla Company Secretary (CS) 7 years

4. RISK FACTORS

Every business carries inherent risks and uncertainties that can affect financial conditions, results of operations and prospects. Investors should carefully consider all the information in this Disclosure Document, including the risks and uncertainties described below, as well as the financial statements contained in this Disclosure Document, before making an investment in the Debentures. The Company believes that the following risk factors may affect its ability to fulfil its obligations under the Debentures issued under the Debenture Documents. All of these factors are contingencies which may or may not occur and the Company is not in a position to express a view on the likelihood of any such contingency occurring. The risks and uncertainties described in this section are not the only risks that the Company currently faces. Additional risks and uncertainties not known to the Company or that the Company currently believes to be immaterial may also have an adverse effect on its business, prospects, results of operations and financial condition. If any of the following or any other risks actually occur, the Company’s business, prospects, results of operations and financial condition could be adversely affected and the price and value of your investment in the Debentures could decline such that you may lose all or part of your investment. The financial and other related implications of risks concerned, wherever quantifiable, have in good faith been disclosed in the risk factors

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mentioned below. However, there are certain risk factors where such implications are not quantifiable and hence any quantification of the underlying risks has not been disclosed in such risk factors. You should not invest in the Issue unless you are prepared to accept the risk of losing all or part of your investment, and you should consult your own tax, financial and legal advisors about the particular consequences of an investment in the Debentures. Unless otherwise stated, the financial information used in this section is derived from Company’s audited unconsolidated financial information, prepared in accordance with accounting standards generally accepted in India. The following are some of the risks envisaged by the Issuer’s management. Investors should consider the same carefully for evaluating the Issuer and its business before making any investment decision. Unless the context requires otherwise, the risk factors described below apply to the Issuer only. If any one of the risks occurs, the Company’s business, financial condition and results of operations could suffer and therefore the value of the Issuer’s securities could decline. The labeling of the Debentures as different Series under the Pricing Supplements does not in any manner indicate either the quality of the Debentures or their future prospects. The Company believes that the factors described below represent the principal risks inherent in investing in the Debentures issued under this Disclosure Document, but the inability of the Issuer, as the case may be, to pay necessary amounts, on or in connection with any Debentures may occur for other reasons and the Issuer does not represent that the statements below regarding the risks of holding any Debentures are exhaustive. Investors should also read the detailed information set out elsewhere in this Disclosure Document and reach their own views prior to making any investment decision.

RISKS RELATING TO THE COMPANY: A. Regulatory Changes

These risks may arise if various concerned authorities amend the regulatory framework including regulations pertaining to direct and indirect taxation, which could impact the Company and its business.

B. General Risks Investors are advised to read the risk factors carefully before taking an investment decision in this issue. For taking an investment decision, investors must rely on their own examination of the issue and the Disclosure Document, including the risks involved. The issue has not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this Disclosure Document. However, without prejudice to the aforesaid and the contents of this Information memorandum, the Issuer acknowledges that the Investors may notwithstanding anything to the contrary contained herein, including any risk factors, rely fully and completely on the agreements, terms, warranties, representations and covenants of the Issuer and the Obligors in the Debenture Documents, including but not limited to the Debenture Subscription Agreements and in the event of any conflict the terms of the Debenture Subscription Agreements shall prevail over this Information Memorandum. Nothing contained herein shall prejudice the rights of the Investors to the indemnities, security and/or other comforts provided in the other Debenture Documents.

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DETAILS OF DEFAULT

(i) Statutory Dues: NIL (ii) Debentures and Interests thereon: NIL (iii) Deposits and interest thereon: NIL (iv) Loan from any bank or financial institution and interest thereon: NIL COMPLIANCE OFFICER Name, designation, address, phone number and email ID of compliance officer of the Company: Ms. Tanu Singla Regd. Office ‐ 711/92, Deepali, Nehru Place, New Delhi‐110019 Corp. Office ‐ ATS Tower, Plot No. 16, Sector 135, Noida, Uttar Pradesh‐ 201 305 Telephone: 0120‐7111500 Email:‐ [email protected] COMPLIANCE OFFICER FOR THE ISSUE Name, designation, address, phone number and email ID of compliance officer of the Company for the Issue: Mr. Getamber Anand, Director Regd. Office ‐ 711/92, Deepali, Nehru Place, New Delhi‐110019 Corp. Office ‐ ATS Tower, Plot No. 16, Sector 135, Noida, Uttar Pradesh‐ 201 305 Telephone: 0120‐7111500 Email:‐[email protected]

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5. PARTICULARS OF THE OFFER Date of passing of board resolution in respect of the Issue May 24, 2018 − Date of passing of resolution in general meeting authorizing the issue of Debentures − May 24, 2018 Kind of Securities Offered (i.e. whether share or debentures) and class of security − Secured, Listed, Rated, Redeemable, Cumulative, Non‐Convertible Debentures of the face

value of Rs. 10,00,000/‐ (Rupees Ten Lakh) each for cash at par aggregating upto Rs. 6,00,00,000.

− The Company shall maintain a register of debentures at its registered office that will be open for inspection at all times on a request made by its holders. The Debentures are freely transferable by nature.

Price at which the security is being offered including premium, if any, alongwith justification of the price − Face value/At par Name and address of the valuer who performed valuation of the security offered Jajoo Goyal & Co., 306, H‐1,Garg Tower, Netaji Subhash Place, Pitampura, Delhi Amount which the company intends to raise by way of securities − Upto Rs. 6,00,00,000

Terms of raising of securities – duration, if applicable, rate of dividend or rate of interest, mode of payment and repayment − Refer to Part C (Key Terms of the NCDs) of this Disclosure Letter. Proposed time schedule for which the offer letter is valid − The Debentures issued under this Disclosure Document shall be issued in multiple tranches‐

the offer in respect of the current Tranche shall open on 31.12.2018 and shall close on 31.12.2018 or whenever the Issue is fully subscribed whichever is earlier. The Debentures shall be allotted on 02.01.2019 or whenever the Issue is fully subscribed whichever is earlier.

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Purposes and objects of the offer

(a) Payment of fees of architects and other consultants; (b) Construction Cost and Approval Cost; and (c) Cost of financing of the Project including the costs and expenses related to the

Issue;

Particulars of any contribution being made by the directors or promoters of the Issuer as part of the offer or separately in furtherance of the objects of the Issue None

Principle terms of assets charged as security

The Secured, Listed, Rated, Redeemable, Cumulative, Non‐Convertible Debentures will be secured by way of:

(i) a first ranking exclusive charge by way of equitable mortgage over the Mortgaged Properties; (ii) a first ranking exclusive charge by way of hypothecation on the Moveable Assets; (iii) a first ranking exclusive pledge of the Pledged Securities; and (iv) Guarantee; Note‐ Mortgaged Properties, Moveable Assets, Pledge Securities and Guarantee shall mean as defined in the Debenture Trust Deed

6. DISCLOSURES | INTEREST OF DIRECTORS, LITIGATION ETC.

a) 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

‐ NIL

b) Details of any litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against promoters of the Issuer during the last three years immediately preceding the year of the circulation of the offer letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed

‐ NIL

c) Remuneration of Directors (during the current year and last three financial years) Remuneration to Mr. Getamber Anand Rs. For Financial Year 2014‐15 30,00,000 For Financial Year 2015‐16 1,20,00,000 For Financial Year 2016‐17 1,20,00,000

d) Related party transactions entered during the last three financial years immediately preceding the year of circulation of offer letter including with regard to loans made or, guarantees given or securities provided

As per Annexure 3 to the Form PAS‐4 attached to this Disclosure Document.

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e) Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of offer letter and of their impact on the financial statements and financial position of the Issuer and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark

For Financial Year 2012‐13 – NIL For Financial Year 2013‐14 – NIL For Financial Year 2014‐15 – NIL For Financial Year 2015‐16 – NIL For Financial Year 2016‐17 – NIL f) Details of any inquiry, inspections or investigations initiated or conducted under the

Companies Act or any previous company law in the last three years immediately preceding the year of circulation of offer letter in the case of Issuer and all of its subsidiaries. Also if there were any prosecutions filed (whether pending or not) fines imposed, compounding of offences in the last three years immediately preceding the year of the offer letter and if so, section‐wise details thereof for Issuer and all of its subsidiaries

‐ For Financial Year 2014‐15 – NIL For Financial Year 2015‐16 – NIL For Financial Year 2016‐17 – NIL g) Details of acts of material frauds committed against Issuer in the last three years, if any,

and if so, the action taken by the company ‐ For Financial Year 2014‐15 – NIL For Financial Year 2015‐16 – NIL For Financial Year 2016‐17 – NIL

7. FINANCIAL POSITION OF THE COMPANY

(a) The capital structure of the Company:

(i) Details of Share Capital as on the date of this Disclosure Document:

Particulars Amounts

a. Authorised Share Capital (in Rs.) INR 1,00,000 (Indian Rupees One Lakhs Only) divided into 10,000 Equity Shares of Rs. 10/‐ each

Number of Equity Shares of Rs. 10/‐each 10,000 Equity Shares of Rs. 10/‐ each

b. Issued, Subscribed and Paid‐up Share Capital (in Rs.) Rs. 1,00,000

Number of Equity Shares of Rs. 10/‐ each 10,000 Equity Shares of Rs. 10/‐ each

(ii) Size of the present offer

Upto 60, NCDs, in aggregate not exceeding Rs. 6,00,00,000.

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(iii) Other Convertible Securities in the Company

NIL

(iv) Paid up Capital

Particulars Amounts(Rs)

a. After the offer 1,00,000

b. After conversion of convertible securities 1,00,000

c. Share premium account (before and after the offer) NIL

d. Share premium account after conversion of convertible securities

NIL

Share premium account (before and after the offer)

- NIL

(v) Details of existing share capital of the Issuer, indicating therein with regard to each allotment, the date of allotment, the number of shares allotted, the face value of shares allotted, the price and form of consideration –

Particulars Amounts(Rs)

a. After the offer 1,00,000

b. After conversion of convertible securities 1,00,000

c. Share premium account (before and after the offer) NIL

d. Share premium account after conversion of convertible securities

NIL

Date of Allotment No. of Shares Allotted

Face Value(Rs.)

Price & Form of consideration

04.10.2007 10,000 10 Rs. 100,000 ; in cash

Details of share allotments made in last one year preceding the date of the Disclosure

Document:

NIL Details of share allotments made in last one year preceding the date of the Disclosure

Document for consideration other than cash:

NIL

(b) Profits of the Issuer, before and after making provisions for tax, for the three financial years immediately preceding the date of circulation of offer document:

(Amount in Rs.)

Particulars FY 2016‐17 FY 2015‐16 FY 2014‐15

Profit/(Loss) before tax

17,654,906 (6,546,801) (3,180,270)

Profit/(Loss) after tax

15,791,199 (5,604,467) (2,519,924)

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

Interest Coverage Ratio FY 2016‐17 106.59% FY 2015‐16 NIL FY 2014‐15 NIL (d) Summary of the financial position of the Issuer (as in the last three audited balance

sheets immediately preceding the date of circulation of the Disclosure Document)

‐ Refer Annexure 4

(e) Audited Cash Flow Statement for the three years immediately preceding the date of circulation of Disclosure Document

‐ Refer Annexure 5

(f) Any change in accounting policies during the last three years and their effect on the profits and the reserves of the Company.

‐ NIL

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PART B – ADDITIONAL DISCLOSURES

[Disclosures pursuant to Regulations 5(2)(b), 19(3) and 21 under the SEBI (Issue and Listing of Debt Securities) Regulations, 2008] Important Note: This Part B (Additional Disclosures) of the Disclosure Document should be read in conjunction with Part A (Form PAS‐4) (along with the supporting attachments)

1. ADVISOR INFORMATION

A. NAME AND ADDRESS

Trustee to the Issue IDBI Trusteeship Services Limited Registered Office : Asian Building, Ground Floor, 17, R. Kamani Marg, Ballard Estate, Mumbai – 400001 Tel: 022 40807000 Fax: 022 66311776 E‐mail: [email protected] Website: www.idbitrusteeship.com Contact Person: Mr. Krishnakant Sharma

Registrar and Transfer Agent to the Issue

BEETAL FINANCIAL & COMPUTER SERVICES PRIVATE LIMITED Registered Office: BEETAL House, IIIrd Floor, 99, Madangir, Near Dada Harsukh Das Mandir, Madangir, New Delhi‐110062 Tel : 011‐29961281‐283 Fax : 011‐29961284 Email: [email protected] Contact Person: Mr. Punit Mittal, General Manager

Credit Rating Agencies CARE Ratings Ltd.

Statutory Auditors M/s Agarwal & Saxena, Chartered Accountants, I‐79, 7th Floor, Himalaya House, 23, Kasturba Gandhi Marg, New Delhi ‐ 110001 E‐mail: [email protected]|W: www.agasax.com

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B. BRIEF SUMMARY OF THE BUSINESS/ACTIVITIES

(i) Corporate Structure

The Issuer has no subsidiaries or step down subsidiaries. The First Shareholders of the Issuer were Mr. Getamber Anand holding 9900 equity shares and Ms. Geetanjali Tiwana holding 100 equity shares, each equity share being of Rs. 10 each..

(ii) Key Operational and Financial Parameters for last audited financial years

Parameters

FY FY FY

2016‐17 2015‐16 2014‐15

Networth 3328776 (12462422) (6867955)

Total Debt 2943090897 3118145765 1493902680

of which ‐ Non Current Maturities of:

‐ Long Term Borrowing 1022233319 738203754 478562865

‐ Short Term Borrowing 359828996 257228001 147200000

‐ Current Maturities of Long Term 247637164 463090055 253870837

Net Fixed Assets 29815666 37484067 25824024

Non Current Assets 92204537 150878558 361398558

Cash and Cash Equivalents 18367953 26858425 14668614

Current Investments 0 0 0

Current Assets 2854215137 2954804785 1125646177

Current Liabilities 1913687444 2375105427 1012378498

Net Sales 1364377784 8334138 5902815

EBITDA 294897308 4058487 455107

EBIT 285408413 (6546801) (3180270)

Interest 267753507 0 0

PAT 15791199 (5604467) (2519924)

Dividend amounts 0 0 0

Current ratio 149.15% 124.41% 111.19%

Interest coverage ratio 106.59% 0% 0%

Gross debt/equity ratio 88413.61% ‐25020.38% ‐21751.78%

Debt Service Coverage Ratios 46.36% 0.27% 0.40%

Note ‐ For the purpose of this statement the: (1) Current Ratio is calculated as Current Assets / Current Liabilities (2) Interest Coverage Ratio is calculated as earnings before interest and taxes (EBIT) by the company's interest expenses (3) Gross Debt to Equity Ratio is calculated as Total Liabilities / Shareholders' Equity

(4) Net Operating Income is NIL for all the 3 financial years (5) Debt Service Coverage Ratio is calculated as net operating income divided by total debt service

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(iii) Debt Equity Ratio of the Issuer –

Before the issue of debt securities 88413.61%

After the issue of debt securities 128969%

C. BRIEF HISTORY OF THE ISSUER SINCE ITS INCORPORATION

(i) Details of Share Capital:

‐ Please refer to ‘Details of Share Capital’ under Chapter 7 (Financial Position of the Company), Part A – Form PAS‐4 of this Disclosure Document.

Paid up Capital

‐ Please refer to ‘Paid up Capital’ under Chapter 7 (Financial Position of the Company), Part A – Form PAS‐4 of this Disclosure Document.

Changes in capital structure as on 31.03.2018 and for the last 5 Years

NIL

(ii) Equity Share Capital history of the Company as on 31.03.2018 and last 5 Years:

Date of Allotment

No. of Equity Shares

Face Value (in Rs.)

IssuePrice (in Rs.)

Consideration in Rs.

Nature of Allotment

Cumulative

Remarks

No. of Equity Shares

Equity Share

Capital (in Rs.)

Equity Share Premium (in Rs.)

27.09.2007 10,000 10 10 1,00,000 Subscription to Articles and Memorandum

10,000 1,00,000 0

(iii) Details of any Acquisition/Amalgamation/Reorganization/Reconstruction in the last 1 year

‐ Not applicable

(iv) Details of the shareholding of the Company as on 31.03.2018

Shareholder

Total No. of Shares

Total No. of Shares held in Dematerialized

Form

Total Shareholding as a % of Total No.

of Shares

Shares Pledged As a % of Total No. of Shares

(1) Indian Bodies Corporate

900 0 9% 0

(2) Promotor/Promotor Group 8100 0 81%

(2) Individuals 1000 0 10% 0

Sub Total 10000 0 100%

(3) Foreign 0 0 0 0

Total 10000 0 100% 0%

Total shareholding of Promotor/Promotor Group

8100 0 81% 0%

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(v) Details regarding the directors of the Issuer as on 31.03.2018:

Name/ Designation Date of Appointment

Date of change (in case of

resignation)

Reason DIN

Getamber Anand Since Incorporation ‐ ‐ 00120610

Geetanjali Tiwana Since Incorporation 15/05/2012 Resignation 00303309

Poonam Getamber Anand 15/05/2012 31/03/2018 Resignation 03510255

Harjinder Singh Bagga 15/09/2016 24/03/2017 Resignation 02592038

Tanya Arora 15/09/2016 ‐ Appointment 07259837

(vi) Details regarding the Auditor of the Company as on 31.032018

‐ Details of the Auditor of the Company

Name Firm Registration No.

Address & Contact Details Auditor since

Agarwal & Saxena, Chartered Accountants

FRN. – 002405C I‐79, Himalaya House, 23, K.G. Marg, New Delhi‐01

29.06.2016

‐ Details of change(s) in Auditor since last three years

N.A.

(vii) Details of borrowings of the Company as on March 31, 2018

‐ Details of secured loan facilities

Charge Id Charge Holder Name

Date of Creation Amount Facility Type

Outstanding Amounts (in Rs.)

10548359 YES BANK LIMITED

15/01/2015 1194813.00 Equipment Finance

*

Outstanding Amount for YES Bank Limited for the above mentioned charge id and marked * – Equipment Finance ‐ Rs. NIL ‐ Details of unsecured loan facilities

Particulars Amount in Rs.

Directors 1,00,000

From Body Corporates ATS BUILDLINE PVT. LTD ATS HOUSING PVT. LTD NOBILITY ESTATES PVT LTD PRATEEK RESORTS & BUILDERS PVT LTD

10,00,00,000

9,97,28,996

1,00,00,000

15,00,00,000

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‐ Details of non‐convertible debentures issued by the Issuer NIL ‐ The amount of corporate guarantee issued by the Issuer along with name of the

counterparty on behalf of whom it has been issued NIL

‐ Details of all defaults and / or 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 past 5 years

NIL

‐ 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

NIL

- Details of any other form of indebtedness Other than the secured loan facilities given above, credit balances of vendors and security deposit from contractors and service providers incurred in the ordinary course of business.

(viii) Details of Promoters of the Company

Mr. Getamber Anand [DIN ‐ 00120610], son of Late Mr. Kamal Kishore Anand, resident of C‐226, Sector 44, Noida, Uttar Pradesh – 201301 PAN: ACHPA0868K ‐ Details of Promoters’ holding in the Company

Sr. No.

Name of the shareholders

Total No. of Equity Shares

No. of Equity Shares in demat form

Total shareholding as % of total no. of Equity Shares

No. of Shares pledged

% of Equity Shares pledged with respect to Equity Shares owned

1 Getamber Anand

8100 Equity Shares

8100 81% 8100 81%

(ix) Abridged version of Audited Consolidated (wherever available) and Standalone Financial

Information (like Profit & Loss statement, Balance Sheet and Cash Flow statement) for at least last three years and auditor qualifications, if any

‐ Please refer Form PAS‐4 of this Disclosure Document.

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(x) Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer letter

‐ Please refer Form PAS‐4 of this Disclosure Document

(xi) 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

‐ Please refer Form PAS‐4 of this Disclosure Document

(xii) 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 Investors’ decision to invest / continue to invest in the debt securities.

‐ NIL

(xiii) The names of the debenture trustee(s) shall be mentioned with statement to the effect that debenture trustee(s) has given his consent to the Issuer for his appointment under regulation 4(4) of the SEBI Regulations and in all the subsequent periodical communications sent to the holders of debt securities.

‐ IDBI Trusteeship Services Limited(“IDBI”) have consented to act as debenture trustee vide consent letter dated June 04, 2018

(xiv) 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 Please refer Annexure 2 hereof

(xv) 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

Deed of guarantee executed or to be executed by the Guarantor in favour of the Debenture Trustee guaranteeing to pay the Guaranteed Default Return upon occurrence of an Event of Default, as more specifically given in the Debenture Trust Deed. Guaranteed Default Return, in respect of each Debenture shall mean such amount which gives a Debenture Holder, an XIRR of 18% (eighteen percent) along with the repayment of the entire Nominal Value of such Debenture, including any Coupon paid and the Taxes legally withheld by the Issuer for which due credit is made available within 30 (thirty) days of such deduction/withholding to such Debenture Holder.

The Debenture Trustee may also present the Post‐dated Cheques for payment to the Escrow Bank without any prior intimation to the Issuer. Upon dishonour of any of such cheques and without prejudice to the other remedies available with the Debenture Trustee under the Debenture Trust Deed and/or the Applicable Law, the Debenture Trustee may initiate such legal proceedings as it may deem fit in respect of dishonour of such cheques simultaneously with other such remedies.

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Details of Post‐dated Cheques are as under:

Particulars 2019 2020 2021 2022

11-06-2019 11-06-2020 11-06-2021 11-06-2022

Nominal Value (INR) 6,00,00,000.00

Coupon Amount (INR) 26,63,014.00 60,00,000.00 60,00,000.00 60,00,000.00 Redemption Premium (INR) 2,03,31,619.00

(xvi) Copy of consent letter from the Debenture Trustee

‐ Attached as annexure 6

(xvii) Names of all the recognised stock exchanges where the debt securities are proposed to be listed clearly indicating the designated stock exchange

‐ The securities are listed with designated stock exchange i.e., BSE Ltd.

(xviii) Debenture Redemption Reserve

The Issuer undertakes to create a debenture redemption reserve, if required by and in accordance with the Applicable Law (“Debenture Redemption Reserve”). If during the currency of the Debentures, there occurs any change in the Applicable Law concerning the creation of the Debenture Redemption Reserve, the Issuer shall duly abide by such guidelines and execute all such supplemental letters, agreements and deeds of modifications as may be required by the Debenture Trustee and the Issuer shall submit to the Debenture Trustee a certificate duly certified by its statutory auditors certifying that the Issuer has transferred a suitable sum to the Debenture Redemption Reserve at the end of each financial year.

(xix) Issue/instrument specific regulations – relevant details

‐ This Issue of Debentures is subject inter‐alia to the provisions of the Companies Act, the Memorandum of Association and Articles of Association of the Company, the terms of this Disclosure Document, and the Debenture Documents. Over and above such terms and conditions, the Debentures shall also be subject to the 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 6th June, 2008, as amended from time to time.

(xx) Application process and other associated details

‐ Who can apply?

This Disclosure Document and the contents hereof are restricted to only the intended recipient(s) who have been addressed directly through a communication by or on behalf of the Company, and only such recipients are eligible to apply for the Debentures.

Prospective subscribers must make their own independent evaluation and judgment regarding their eligibility to invest in the issue. Prior to making any investment in these Debentures, each investor should satisfy and assure herself/himself/itself that it is authorized and eligible to invest in these Debentures. The Issuer shall be under no obligation to verify the eligibility/authority of the investor to invest in these Debentures.

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‐ How to apply?

Applications for the Debentures must be made by Investors in the Application Form, and must be completed in block letters in English. Application Forms must be accompanied by either a demand draft or cheque or electronic transfer drawn or made payable at par in favour of ATS Infrabuild Private Limited and should be crossed “account payee only”. The full amount of the face value of the Debentures applied for has to be paid along with the delivery of the fully completed and executed Application Form. The minimum number of Debentures that can be applied for and the multiples thereof shall be Rs.10,00,000/‐ (Rupees Ten Lacs Only). The applications not completed in the said manner are liable to be rejected. The Application Forms duly completed accompanied by account payee cheques/NEFT/RTGS transfer instructions from the respective investor’s account to the account of the Issuer, shall be submitted at the registered office. NEFT/RTGS /electronic transfers must be made payable at Noida/New Delhi. The application should be accompanied by certified true copies of (i) PAN card of the Investor; (ii) resolution authorizing investment and containing operating instructions; [and (iii) necessary forms for claiming exemption from deduction of tax at source on the interest income/ interest on application money, wherever applicable.]

‐ Procedure and time of schedule for Allotment On the Debentures being subscribed under this Issue, the Debentures would be Allotted by the Board. The Company will credit the Depository Participant account of the allottee, with Debentures in favour of the allottees or send a refund letter along with refund amount, in accordance with the provisions hereunder and the Debenture Documents.

‐ Issue of Debentures

After completion of all legal formalities the Company shall credit the depository account of the allottee within 2 (two) Business Days of the Date of Allotment.

‐ Accounts

The Company shall open and/or operate the Subscription Account, the Expenses Account, the Collections Account, the RERA Account and Project Development Account, each to be operated in the manner as specified in the Escrow Account Agreement;

‐ Computation of interest

As illustrated in Annexure 8

‐ Redemption The Debentures will be redeemed on Early Redemption Date or the Final Maturity Date, as the case may be.

‐ Payment on redemption Payment of the redemption amount of the Debentures will be made by the Company to the beneficiaries as per the beneficiary list provided by the Depositories as on the Record Date.

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‐ Gross Default Return incase of Default

In respect of each Debenture shall mean such amount which gives a Debenture Holder, an XIRR of 18% (eighteen percent) along with the repayment of the entire Nominal Value of such Debenture, including any Coupon paid and the Taxes legally withheld by the Issuer for which due credit is made available within 30 (thirty) days of such deduction/withholding to such Debenture Holder.

‐ Splitting and Consolidation

Splitting and consolidation of the Debentures is not applicable in the demat mode form since the saleable lot is one Debenture.

‐ Mode of Transfer

The Debentures shall be in demat mode and freely transferable subject to compliance with Applicable Laws.

‐ Rights of Debenture Holders

The Debentures Holder(s) shall not be entitled to any right and privileges of shareholders other than those available to them under any Applicable Law including the Companies Act and the Debenture Documents. 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 Company.

‐ Disclaimer in respect of jurisdiction

This Issue is made in India to investors who shall be specifically approached by the Company. This Disclosure Document does not constitute an offer to sell or an invitation to subscribe to Debentures offered hereby to any Person to whom it is not specifically addressed. Any disputes arising out of this Issue will be subject to the exclusive jurisdiction of the courts of Mumbai. This Disclosure Document 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. No action is being taken to permit an offering of the Debentures or the distribution of this Disclosure Document in any jurisdiction where such action is required. The distribution of this Disclosure Document and the offering and sale of the Debentures may be restricted by law in certain jurisdictions. Persons into whose possession this Disclosure Document comes are required to inform themselves about and to observe any such restrictions.

- Tax Deduction at Source

Tax as applicable under the IT Act or any other statutory modification or re‐enactment thereof will be deducted at source on the interest payable on the Debentures. Tax exemption certificate/document/form, under Section 193 of the IT Act if any, must be lodged at the Registered Office of the Issuer, at least 15 days before the relevant interest payment becoming due.

- Stock Exchange Disclaimer Clause

It is to be distinctly understood that filing of this Disclosure Document with the Stock Exchange should not, in any way, be deemed or construed that the same has been cleared or approved by the Stock Exchange. The Stock Exchange does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue is proposed to be made, or for the correctness of the statements made or opinions expressed in this Information Memorandum/ Disclosure Document.

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- Trading of Debentures over the counter

In the event the Debentures are traded over the counter, such trading shall be reported on the BSE Limited.

- Call Option of the Company and/or the Promoters The Promoter and/or the Company may by notice to the Debenture Trustee (“Call Notice”) inform all Debenture Holders of their intention to purchase/redeem all the Debentures (and not in part) held by the Debenture Holders (“Call Securities”) as on the date as noted in the Call Notice for a price equal to the Call Price (“Call Option”). The Promoter and/or the Company shall make the payment of the Call Price on the 20th (twentieth) Business Day after the date on which the Company or Promoter exercised the Call Option (“Call Settlement Date”). Further the Promoter and/or the Company shall ensure that, prior to the Call Settlement Date, appropriate intimation has been sent to the Bombay Stock Exchange, determining the appropriate Record Date and freeze period. On the Call Settlement Date, (i) in case the Call Option is exercised by the Promoter, then the Promoter shall ensure that the Call Price is delivered/credited to the bank account of the relevant Debenture Holders and upon receipt of the Call Price in the relevant accounts of the Debenture Holders, such Debenture Holders shall deliver to the Promoter the relevant Debentures by handing over the depository instruction slips for delivery of the Call Securities to the demat account of the Promoter; (ii) in case the Call Option is exercised by the Company, then the Company shall ensure that the Call Price is delivered/credited to the bank account of the relevant Debenture Holders and upon receipt of the Call Price in the relevant accounts of the Debenture Holders, such Debenture Holders shall deliver to the Company and the Debenture Trustee a no due letter (via a physical letter or an email to that effect to the Debenture Trustee) on the basis of which the Debenture Trustee shall provide a final no due letter to the Company. The Company then shall proceed with necessary corporate actions for redemption of the Call Securities.

The Promoter and/or the Company shall not exercise the Call Option within a period of 365 days from the Date of Allotment.

“Call Price” means: (a) an amount which provides to the Debenture Holders the Redemption Amount on

the Call Settlement Date, if the Company or Promoter exercises the Call Option after a period of 15 (fifteen) months from the Initial Date of Allotment; or

(b) an amount which provides to the Debenture Holders the Redemption Amount on the Call Settlement Date plus 3% (three per cent) of the Nominal Value of the Debentures, if the Company or Promoter exercises the Call Option on or before a period of 15 (fifteen) months from the Initial Date of Allotment.

Upon the occurrence of an Event of Default, the Issuer or the Promoter shall not, without the Consent of Debenture Trustee, issue a Call Option Notice in relation to any of the Debentures.

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PART C‐SUMMARY TERM SHEET FOR THE NCDs This Disclosure Document shall be read in conjunction with the Debenture Trust Deed and in case of any inconsistency or contradiction between the Disclosure Document and the Debenture Trust Deed, the provisions of the Debenture Trust Deed shall prevail. Further, terms used in this Document but not defined shall have meaning ascribed to them in the Debenture Trust Deed.

Type of Instrument Secured, Listed, Rated, Redeemable, Cumulative, Non‐Convertible Debentures

Face Value Rs. 10,00,000 (Rupees Ten lakhs only)

Issue Price At face value

Tenure Four years from the Initial Deemed Date of Allotment

Redemption Date Shall mean an Early Redemption Date or the Final Maturity Date, as the case may be

Final Maturity Date 4th (fourth) anniversary of the Initial Deemed Date of Allotment

Security (i) a first ranking exclusive charge by way of equitable mortgage over the Mortgaged Properties;

(ii) a first ranking and exclusive charge by way of hypothecation on the Moveable Assets;

(iii) a first ranking pledge of the Pledged Securities; and (iv) Guarantee of Mr. Getamber Anand Note‐ Mortgaged Properties, Moveable Assets, Pledge Securities and Guarantee shall mean as defined in the Debenture Trust Deed

Guarantee Deed of guarantee executed or to be executed by the Guarantor in favour of the Debenture Trustee guaranteeing to pay the Guaranteed Default Return upon occurrence of an Event of Default

Seniority The Debentures shall always rank senior to all other present and future debts of the Issuer and Subordinated Loans.

Mode of Issue Private placement

Eligible investors The following categories of investors, when specifically approached, are eligible to apply for this private placement of NCDs 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:

a) Individuals b) Corporates; c) Hindu Undivided Families (HUFs) d) Non‐banking finance companies; e) Banking companies; f) FIIs (including sub‐accounts); g) Insurance Companies; and h) Investment holding companies i) Alternative Investment Funds j) Venture Capital Funds k) Mutual Funds l) Trusts m) Partneships/Limited Liability Partnerships (LLPs) n) NRIs (subject to approval of the relevant Regulator)

Listing (including the name of the stock exchange where it will be listed and timeline for listing)

On the Wholesale Debt Market segment on the Bombay Stock Exchange within 15 (fifteen) days of the date of receipt of monies.

Rating of the Instrument

CARE BB; Stable (Double B; Outlook:Stable)

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Issue Size Up to Rs. 6,00,00,000/‐ (Rupees Six Crores only)

Coupon Rate/ Interest Rate

An interest of 10% (Ten percent) per annum

Coupon payment frequency

The Issuer shall, on each Coupon Payment Date unconditionally pay to each Debenture Holder, the accrued aggregate Coupon, for the period from the previous Coupon Payment date till such Coupon Payment Date in INR. However, in respect of the first Coupon Payment Date for any Debenture, the Issuer shall pay Coupon from the respective Date of Allotment till the first Coupon Payment Date.

The Coupon will accrue and will become due and payable on each Coupon Payment Date.

The Coupon on each Debenture will be calculated by reference to the Nominal Value of that Debenture as is outstanding from time to time during such period.

Interest Payment Dates

11th June, 2019, 11th June, 2020,11th June, 2021 and 11th June, 2022, as per the Date of Allotment of the Debentures

Coupon type Fixed

Coupon reset process

None

Day count basis Actual/Actual.

It is clarified that in case of Coupon payment in a leap year, the same shall be calculated taking the number of days as 366 (three hundred and sixty six) days (per the SEBI Circular dated November 11, 2016 bearing reference CIR/IMD/DF‐1/122/2016).

Allotment of Debentures in dematerialized form

The depository accounts of the Debenture Holders with the Depository shall be credited with the relevant Debentures within 2 (two) Business Days of the Date of Allotment.

Guaranteed Default Return

In respect of each Debenture shall mean such amount which gives a Debenture Holder, an XIRR of 18% (eighteen percent) along with the repayment of the entire Nominal Value of such Debenture, including any Coupon paid and the Taxes legally withheld by the Issuer for which due credit is made available within 30 (thirty) days of such deduction/withholding to such Debenture Holder.

Redemption Amount Redemption Amount, in respect of each Debenture: (a) if no Event of Default has occurred, then it shall mean such amount which gives a Debenture Holder, an XIRR of 14.5% (fourteen point five percent) along with the repayment of the entire Nominal Value of such Debenture, including any Coupon paid, and the Taxes legally withheld by the Issuer for which due credit is made available promptly within 30 (thirty) days of such deduction/withholding to such Debenture Holder or (b) if an Event of Default has occurred, then it shall mean the Guaranteed Default Return.

Redemption Premium

The Issuer shall, on the Redemption Date, pay such amount as redemption premium on the Debentures (“Redemption Premium”), in respect of each Debenture, which taken together with the Nominal Value and Coupon paid thereon, if any, provide to the Debenture Holders, the Redemption Amount. An illustration of the Redemption Amount and Redemption Premium calculation, based on the agreed redemption and coupon payment schedule, is provided in Annexure 8

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34

(ii) Undertake such acts, deeds and things necessary in respect for security to be created for securing the NCDs in accordance with the Debenture Documents.

Governing Law and Jurisdiction

NCDs shall be governed by and will be construed in accordance with the laws of India. The courts and tribunals at Mumbai shall have non‐exclusive jurisdiction with respect to matters relating to the NCDs, as more specifically given in the Debenture Trust Deed

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Annexure 1 ‐ Details of other Directorships MR. GETAMBER ANAND

S. No. Name of the Company/ LLP

1 UMRITHA INFRASTRUCTURE DEVELOPMENT LLP

2 AMRITHARTH INFRASTRUCTURE DEVELOPMENT LLP

3 ANANDVARNAM SPRAWLS DEVELOPERS LLP

4 ANAND AMBROSIA INFRABUILD LLP

5 ANAND LIFESPACE DEVELOPMENT LLP

6 ANAND RURAL HOUSING LLP

7 ANAND RURAL BUILDLINE LLP

8 ATS SAVVY DEVELOPERS LLP

9 CREDAI CLEAN CITY MOVEMENT

10 ATS INFRASTRUCTURE LIMITED

11 ATS TOWNSHIP PRIVATE LIMITED

12 ANAND RURAL HOUSING INFRASTRUCTUREDEVELOPMENT PRIVATE LIMITED

13 ALMOND INFRABUILD PRIVATE LIMITED

14 DOMUS GREENS PRIVATE LIMITED

15 NOBILITY ESTATES PRIVATE LIMITED

16 ANAND DIVINE DEVELOPERS PRIVATE LIMITED

17 ATS REAL ESTATE BUILDERS PRIVATE LIMITED

18 CELERITY INFRASTRUCTURE PRIVATE LIMITED

19 ATS REALWORTH PRIVATE LIMITED

20 ATS HEIGHTS PRIVATE LIMITED

21 HOMEKRAFT INFRA PRIVATE LIMITED

22 S T G SOFTEK PRIVATE LIMITED

23 CONFEDERATION OF REAL ESTATE DEVELOPERS' ASSOCIATIONS OF INDIA

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TANYA ARORA

S.No. Name of the Company/ LLP

1. ATS INFRATECH PRIVATE LIMITED

2. DREAMLAND ESTATES PRIVATE LIMITED

3. ATS TOWNSHIP PRIVATE LIMITED

4. ATS EXOTIC HOMES PRIVATE LIMITED

5. ATS WISHTOWN PRIVATE LIMITED

6. ATS INFRABUILD PRIVATE LIMITED

7. ANAND RURAL HOUSING INFRASTRUCTUREDEVELOPMENT PRIVATE LIMITED

8. ALMOND INFRABUILD PRIVATE LIMITED

9. SOMETHING SAUCY PRIVATE LIMITED

10 ATS DREAMZONE PRIVATE LIMITED

11. ATS HOUSING PRIVATE LIMITED

12. ATS PROMOTORS & BUILDERS PRIVATE LIMITED

13. ATS NIRMAN PRIVATE LIMITED

14. ATS HEIGHTS PRIVATE LIMITED

15. ATS COMMERCIAL REAL ESTATE PRIVATELIMITED

16. JANHAVI INFORMATION TECHNOLOGY PRIVATELIMITED

17. TANGO SOFTWARE SOLUTIONS PRIVATE LIMITED

18. FUSIONNET WEB SERVICES PRIVATE LIMITED

19. SATISFYING OVERSEAS PRIVATE LIMITED

20. PARAMETRIQUE SMART BUILDING SOLUTIONSPRIVATE LIMITED

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ANNEXURE 2 – Credit Rating Letter

Disclosure Document


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Disclosure Document


39

Disclosure Document


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Disclosure Document


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Disclosure Document


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Disclosure Document


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Disclosure Document


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Disclosure Document


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ANNEXURE 3 – A. Details of related party transactions during the year and balances outstanding as at 31.03.2017

S No.

Name of Company Nature of relation ship Nature of transaction

Amount of transaction

Closing balance current year

1 Getamber Anand Director Borrowings Nil

(Nil)

1,00,000 Cr

(1,00,000 Cr)

2 Almond Infrabuild Private Limited

Entity in which KMP/ Individual having significant influence in reporting enterprise exercise control

Borrowings 2,50,000 Dr (6,14,50,000 Dr ) (2,50,00,000 Cr)

Nil

(2,50,000 Cr)



Loans 47,50,000 Dr

(Nil)

47,50,000 Dr

(Nil)

4 ATS Estates Private Limited


Loans Given 6,01,00,000 Dr 91,33,820 Cr (14,51,50,000 Dr) (7,67,00,000 Cr)

24,60,14,803 Dr

(19,50,48,623 Dr)

5 ATS Housing Private Limited


Borrowings 9,28,50,995 Cr

(15,57,00,000 Dr) (5,21,78,001 Cr)

9,97,28,996 Cr (68,78,001 Cr)

6 ATS Infrastructure Limited


Loans Given 8,83,00,000 Dr 8,82,01,873 Cr

(31,94,36,693 Dr) (8,77,34,338 Cr)

35,53,00,482 Dr

(35,52,02,355 Dr)



Management Fees, etc

1,52,00,000 Dr 1,535 Cr

(5,50,00,000 Dr) (6,83,36,920 Cr)

88,21,255 Cr

(2,40,19,720 Cr)

8 Anand Divine Developers Private Limited

Entity in which KMP/ Individual having significant influence in reporting

Loans Given Nil

(9,90,00,000 Dr)

9,90,00,000 Dr (9,90,00,000 Dr)

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47

enterprise exercise control

9 ATS Realty Private Limited


Loans Given 1,35,00,000 Dr 1,35,00,000 Cr (75,00,000 Dr)

(75,00,000 Cr)

NIL

(NIL)

10 Nobility Estates Private Limited



(Nil)

1,00,00,000 Cr

(Nil)

11 ATS Township Private Limited


Reimbursement of Expenses

5819 Cr

(Nil)

5819 Cr

(NIL)

12 Umritha Infrastructure Development LLP


Purchase of Goods

Nil

(Nil)

2,55,646 Cr

(2,55,646 Cr)

13 Ats Maintenance Services Private Limited


Security Expenses

10,10,606 Dr 12,70,107 Cr (7,06,752 Cr) (11,63,782 Cr)

7,16,531 Cr

(4,57,030 Cr)



Loans Given 1,87,78,611 Cr

(12,57,30,000 Dr) (1,68,44,357 Cr)

9,01,07,032 Dr

(10,88,85,643 Dr)

15 Gul Properties Private Ltd


Purchase of Goods

Nil

(Nil)

3,49,746 Cr

(3,49,746 Cr)


Entity in which KMP/ Individual having significant influence in reporting

Advances Nil (14,70,00,000 Cr) (14,70,00,000 Dr)

Nil

(Nil)

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48


17 Prateek Resorts And Builders Private Limited


Borrowings Nil

(15,00,00,000 Cr)

15,00,00,000 Cr

(15,00,00,000 Cr)

18 Parametrique Electronic Solutions Private Limited


Trade Advances

Nil

(40,00,000 Dr)

40,00,000 Dr

(40,00,000 Dr)



Security Nil

(Nil)

10,00,000 Dr

(10,00,000 Dr)

20 ATS Buildline Private Limited


Borrowings Nil

(10,00,00,000 Cr)

10,00,00,000 Cr

(10,00,00,000 Cr)



Management Fees

5,06,00,000 Dr 6,89,50,000 Cr

(Nil)

1,83,50,000 Cr

(Nil)

22 ATS Exim Limited Entity in which KMP/ Individual having significant influence in reporting enterprise exercise control

Purchase of Goods

4,63,618 Dr

(4,63,618 Cr)

Nil

(4,63,618 Cr)

23 Anand Divine Developers Pvt. Ltd


Purchase of Goods

1,60,394 Dr

(1,60,394 Cr)

Nil

(1,60,394 Cr)

24 ATS Housing Pvt. Ltd Entity in which KMP/ Individual having significant influence in reporting

Purchase of Goods

6,30,000 Cr

(Nil)

6,30,000 Cr

(Nil)

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49


25 Getamber Anand Director Remuneration

1,20,00,000 Dr 1,20,00,000 Cr (1,20,00,000 Dr) (1,20,00,000 Cr)

Nil

(Nil)

Values in ( ) shows previous year figures. B. Details of related party transactions during the year and balances outstanding as at 31.03.2016

S No.

Name of Company Nature of relation ship

Nature of transaction



Provision for doubtful debt, if any

Amount written back, if any


(Nil)

1,00,000 Cr

(1,00,000 Cr)

NIL

Nil

Nil

Nil


Common Control

Borrowings 6,14,50,000 Dr 2,50,00,000 Cr

(NIL)

2,50,000 Cr

(3,67,00,000 Cr.)

NIL

Nil

Nil

Nil


Common Control

Loans Given 14,51,50,000 Dr 7,67,00,000 Cr (16,26,00,123 Dr) (3,60,01,500 Cr)

19,50,48,623 Dr

(12,65,98,623Dr)

NIL

Nil

Nil

Nil


Common Control

Borrowings 15,57,00,000 Dr 5,21,78,001 Cr

(2,82,00,000 Dr) (30,00,000 Cr)

66,78,001 Cr (11,04,00,000 Cr)

NIL

Nil

Nil

Nil


Common Control

Loans Given 31,94,36,693 Dr 8,77,34,338 Cr

(14,78,01,533 Dr (3,73,01,534 Cr)

35,52,02,355 Dr

(12,35,00,000 Dr)

NIL

Nil

Nil

Nil


Common Control


5,50,00,000 Dr 6,83,36,920 Cr

(5,80,31,000 Dr) (6,74,16,000 Cr)

2,40,19,720 Cr

(1,06,82,800 Cr)

NIL

Nil

Nil

Nil


Common Control

Loans Given 9,90,00,000 Dr

(27,00,000 Cr)

9,90,00,000 Dr

(Nil)

NIL

Nil

Nil

Nil


Common Control

Loans Given (75,00,000 Dr) (75,00,000 Cr)

20,00,000 Dr 20,00,000 Cr

NIL

(NIL)

NIL

Nil

NIL

Nil


Common Control

Borrowings Nil (15,00,000 Dr) (15,00,000 Cr)

Nil

(Nil)

NIL

Nil

Nil

Nil

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50


Common Control


Nil (3,24,746 Dr) (3,24,746 Cr)

Nil

(NIL)

NIL

Nil

NIL

Nil


Common Control

Purchase of Goods

Nil

(2,55,646 Cr)

2,55,646 Cr

(2,55,646 Cr)

Nil

Nil

Nil

Nil

12 Ats Maintenance Services Private Limited

Common Control

Security Expenses

7,06,752 Cr 11,63,782 Cr

(Nil)

4,57,030 Cr

(Nil)

Nil

Nil

Nil

Nil


Common Control

Loans Given 12,57,30,000 Dr 1,68,44,357 Cr

(Nil)

10,88,85,643 Dr

(Nil)

Nil

Nil

Nil

Nil


Common Control

Purchase of Goods

Nil

(3,49,746 Cr)

3,49,746 Cr

(3,49,746 Cr)

Nil

Nil

Nil

Nil


Common Control

Advances 14,70,00,000 Cr 14,70,00,000 Dr

(Nil)

Nil

(Nil)

Nil

Nil

Nil

Nil

16 Prateek Resorts And Builders Private Limited

Common Control


(Nil)

Nil

(Nil)

NIL

Nil

Nil

Nil


Common Control

Trade Advances

40,00,000 Dr

(Nil)

40,00,000 Dr

(Nil)

NIL

Nil

Nil

Nil


Common Control

Security Nil

(10,00,000 Dr)

10,00,000 Dr

(10,00,000 Dr)

NIL

Nil

Nil

Nil

19 ATS Buildline Private Limited

Common Control


(Nil)

Nil

(Nil)

NIL

Nil

Nil

Nil

20 Getamber Anand Director Remuneration

1,20,00,000 Dr 1,20,00,000 Cr (30,00,000 Dr) (30,00,000 Cr)

Nil

(Nil)

NIL

Nil

Nil

Nil

Values in ( ) shows previous year figures. C. Details of related party transactions during the year and balances outstanding as at 31.03.2015

S No.

Name of Company Nature of relation ship

Nature of transaction



Provision for doubtful debt, if any

Amount written back, if any


(Nil)

1,00,000 Cr

(1,00,000 Cr)

NIL

Nil

Nil

Nil


Common Control

Borrowings Nil (NIL)

3,67,00,000 Cr

(3,67,00,000 Cr.)

NIL

Nil

Nil

Nil

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51


Common Control

Loans Given 16,26,00,123 Dr 3,60,01,500 Cr

12,65,98,623 Dr (Nil)

NIL

Nil

Nil

Nil


Common Control

Borrowings 2,82,00,000 Dr 30,00,000 Cr

11,04,00,000 Cr (13,56,00,000 Cr)

NIL

Nil

Nil

Nil


Common Control

Loans Given 14,78,01,533.25 Dr 3,73,01,533.75 Cr

12,34,99,999.50 Dr (1,30,00,000 Dr)

NIL

Nil

Nil

Nil


Common Control


5,80,31,000 Dr

6,74,16,000 Cr

1,06,82,800 Cr (12,97,800 Cr)

NIL

Nil

Nil

Nil


Common Control

Loans Given Nil Dr

27,00,000 Cr

(Nil) (27,00,000 Dr)

NIL

Nil

Nil

Nil


Common Control

Loans Given 20,00,000 Dr

20,00,000 Cr

NIL

(NIL)

NIL

Nil

NIL

Nil


Common Control

Borrowings 15,00,000 Dr

15,00,000 Cr

Nil

(Nil)

NIL

Nil

Nil

Nil


Common Control


3,24,746 Dr

3,24,746 Cr

Nil

(NIL)

NIL

Nil

NIL

Nil


Common Control

Business Transaction

2,55,646 Cr 2,55,646 Cr

Nil

Nil

Nil

Nil

Values in ( ) shows previous year figures.

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ANNEXURE ‐4 – FINANCIAL POSITION FY – 2016‐17

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FY – 2015‐16

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54

FY – 2014‐15

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ANNEXURE – 5 CASH FLOW STATEMENT

FY ‐ 2016‐17

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FY – 2015‐16

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FY – 2014‐15

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ANNEXURE 6‐ CONSENT LETTER of DEBENTURE TRUSTEE

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ANNEXURE 7 – EVENTS OF DEFAULT 1. EVENTS OF DEFAULT AND REMEDIES

Each of the events or circumstances set out in this Clause 1.1 to Clause 1.24 (Events of Default and Remedies) is an Event of Default.

1.1 Payment Defaults

The Issuer does not pay on any Due Date, any outstanding amount payable under the Debenture Trust Deed or any other Debenture Documents or the Promoter or the Company after exercising the Call Option fail to pay the Call Price on the Call Settlement Date.

1.2 Compliance with Laws

(a) The Issuer or the Promoter fails to comply with any Applicable Laws including failure to comply with RERA, unless the same is cured within a period of 30 (thirty) days to the satisfaction of the Debenture Trustee.

(b) If the Issuer fails to make payment of any fees, charges, duties or satisfy any other statutory liabilities, including pertaining to Taxes or stamp duty, within the time period prescribed by Applicable Law, unless the same is cured by the Issuer within a period of 30 (thirty) days to the satisfaction of the Debenture Trustee with all penalties being reimbursed in full by the Promoter.

(c) The Issuer fails to list the Debentures within timelines prescribed by Applicable Laws.

1.3 Default in Performance of any covenants and undertakings and/or breach of any

Representations and Warranties and other obligations in any Debenture Documents:

(a) If any of the Obligor does not comply with any of the provisions of any Debenture Document including any Covenants and Undertakings as provided in Schedule 3 of Debenture Trust Deed, unless the same is cured by the Issuer within a period of 30 (thirty) days to the satisfaction of the Debenture Trustee; or

(b) The Issuer and/or any Obligor is in breach of any of the Representations and Warranties given and/or any of the covenants and/or any obligation undertaken under the Transaction Documents including the Debenture Trust Deed and under Schedule 4 of Debenture Trust Deed; or

(c) If any of the Obligor or Land Owners do not comply with any of the provisions of any Project Document, unless the same is cured or caused to be cured by the Issuer within a period of 30 (thirty) days to the satisfaction of the Debenture Trustee.

1.4 Amendment to Memorandum or Articles of Association of the Issuer:

If the Issuer, without the previous consent in writing of the Debenture Trustee, makes or attempt to make or agrees to make any alteration in the provisions of its Memorandum and/or Articles of Association.

1.5 Misrepresentation:

Any representation or statement made by the Obligors (including the Representation and Warranties) in the Debenture Documents or any other document delivered by or on behalf

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of the Obligors under or in connection with Debenture Documents is or proves to have been incorrect and/or misleading when made or deemed to be made.

1.6 Insolvency:

Any of the Obligor is suffering from an Insolvency Event or an Insolvency Event is threatened against any of them. Any of the Land Owners is suffering from an Insolvency Event or an Insolvency Event is threatened against any of them and, such event, in the sole opinion of the Debenture Trustee, has an adverse impact on the Project or the obligations of the Issuer in terms of the Debenture Trust Deed.

1.7 Expropriation, Nationalisation etc.

(a) Any Governmental Authority or other authority (whether de jure or de facto) nationalizes, compulsorily acquires, expropriates, seizes, intervenes or restricts the use of all or any part of the business or assets of the Obligors or Land Owners or the Security or such an act is threatened.

(b) Any Governmental Authority revokes, terminates or refuses to provide or renew any Clearances or imposes onerous conditions on or on the grant or renewal of any Clearances.

(c) Any Governmental Authority takes or threatens (in writing) any action with a view to regulate, administer, limit or assert any form of administrative control over the rates applied, prices charged or rates of return achievable, by the Issuer in connection with its business.

(d) Any Governmental Authority declares a general moratorium or “standstill” (or makes or passes any order or regulation having a similar effect) in respect of the payment or repayment of any Financial Indebtedness (whether in the nature of principal, coupon or otherwise or any indebtedness which includes Financial Indebtedness pursuant to the Debenture Documents) owed by any Obligor (and whether or not such declaration, order or regulation is of general application, applies to a class of persons which includes an Obligor or to an Obligor alone).

1.8 Unlawfulness and Illegality:

It is or becomes unlawful for the Obligors to perform any of their respective obligations under the Debenture Documents or the Project Documents, as the case may be, and any obligation or obligations of the Obligors under any Debenture Document or Project Documents are not or cease to be valid, binding or enforceable; or the rights and entitlements of the Issuer under the Project Documents are not or cease to be valid, binding or enforceable.

It is or becomes unlawful for the Land Owners to perform any of their respective obligations under the Project Documents and any obligation or obligations of the Land Owners under any Project Documents are not or cease to be valid, binding or enforceable.

1.9 Repudiation:

(a) Any of the Obligors rescinds/ repudiates any of the Debenture Documents or evidences an intention to repudiate/rescind any of the Debenture Documents.

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(b) Any of the Obligors or Land Owners rescinds/ repudiates any of the Project Documents or evidences an intention to repudiate/rescind any of the Project Documents or any of their respective obligations thereunder.

1.10 Material Adverse Effect:

Any event or circumstance occurs which in the opinion of the Debenture Trustee has or is likely to have a Material Adverse Effect, unless the same is cured by the Issuer within a period of 30 (thirty) days to the satisfaction of the Debenture Trustee.

1.11 Change of Control:

(a) A Change in Control occurs; or (b) The Obligors or their shareholders agreeing or entering into an agreement for

Change in Control; or (c) Any of the Land Owner’s shareholding or voting control changes in any manner

relative to what it is on the date hereof and such event should, in the sole opinion of the Debenture Trustee, have an adverse impact on the Project or the obligations of the Issuer in terms of the Debenture Trust Deed;

without the prior written Consent of Debenture Trustee.

1.12 Cross Default :

(a) Any Financial Indebtedness (except for the Secured Debt) of the Obligor or Land Owners is not paid when due, unless the same is cured by the Obligor within a period of 30 (thirty) days to the satisfaction of the Debenture Trustee; provided that in respect of the Land Owners such event should, in the sole opinion of the Debenture Trustee, have an adverse impact on the Project or the obligations of the Issuer in terms of the Debenture Trust Deed.

(b) Any Financial Indebtedness (except for the Secured Debt) of any of the Obligor or Land Owners, is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described), unless the same is cured by the Obligor within a period of 30 (thirty) days to the satisfaction of the Debenture Trustee; provided that in respect of the Land Owners such event should, in the sole opinion of the Debenture Trustee, have an adverse impact on the Project or the obligations of the Issuer in terms of the Debenture Trust Deed.

(c) Any commitment for any Financial Indebtedness (except for the Secured Debt) of any of the Obligor, is cancelled or suspended by the concerned creditor as a result of an event of default (however described), unless the same is cured by the Obligor within a period of 30 (thirty) days to the satisfaction of the Debenture Trustee.

(d) Any creditor of any of the Obligor becomes entitled to declare any Financial Indebtedness (except for the Secured Debt) due and payable prior to its specified maturity as a result of an event of default, potential event of default, credit review event (however described) or any event of similar nature, unless the same is cured by the Obligor within a period of 30 (thirty) days to the satisfaction of the Debenture Trustee.

(e) Any of the Obligor or Land Owners is unable or has admitted in writing its inability to pay any of its Financial Indebtedness (except for the Secured Debt) as they

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mature or when due, unless the same is cured by the Obligor within a period of 30 (thirty) days to the satisfaction of the Debenture Trustee; provided that in respect of the Land Owners such event should, in the opinion of the Debenture Trustee, have an adverse impact on the Project or the obligations of the Issuer in terms of the Debenture Trust Deed.

(f) An event of default, howsoever described, occurs and is subsisting under any agreement and/or documents relating to any Financial Indebtedness (except for the Secured Debt) of any of the Obligor, unless the same is cured by the Obligor within a period of 30 (thirty) days to the satisfaction of the Debenture Trustee.

(g) Any creditor of any of the Obligor or Land Owners initiates any enforcement action against in relation to the Financial Indebtedness (except for the Secured Debt) unless the same is cured by the Obligor within a period of 30 (thirty) days to the satisfaction of the Debenture Trustee; provided that in respect of the Land Owners such event should, in the opinion of the Debenture Trustee, have an adverse impact on the Project or the obligations of the Issuer in terms of the Debenture Trust Deed.

1.13 Litigation, etc.: (i) Any judgment or decree is passed in relation to any Legal Proceedings, if passed against an

Obligor or Land Owners which has any Material Adverse Effect in the opinion of the Debenture Trustee,

(ii) Any Litigation is commenced against any Obligor or Land Owners and any order (interim, ad‐interim or otherwise), judgment or decree is made or passed therein which has any Material Adverse Effect in the opinion of the Debenture Trustee,

(iii) Failure by any of the Obligor to pay any amounts due under any judgments or decrees or to comply with the terms thereof, and

(iv) Any Litigation or dispute arising out of or in relation to the Development Agreement between any of the parties thereto.

1.14 Security:

(a) If the Security offered to the Debenture Trustee (acting for the benefit of the Debenture Holders) are not insured or the Security is kept under‐insured by the Issuer or the Security depreciate in value to such an extent that in the opinion of the Debenture Trustee such Security is insufficient to protect the interest of the Debenture Holders;

(b) The Issuer or Land Owners creates or attempts to create any further Encumbrance over the Security or any part thereof, without Consent of Debenture Trustee;

(c) The Obligors fail to create the Security as stipulated in Clause 5 (a) of the Debenture Trust Deed within the timelines stipulated under Clause 5 (b) of the Debenture Trust Deed or as extended by the Debenture Trustee; or

(d) If, in the opinion of the Debenture Trustee, the Security is in jeopardy or in such a situation which causes hindrance to the enforcement of the Debenture Trustee.

1.15 Disposal of properties :

(a) The Issuer sells, leases, transfers or otherwise disposes of any asset; or creates Encumbrances on any the Security and any other asset, land, buildings, structures, plant and machinery without Consent of Debenture Trustee.

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(b) The Land Owners attempts to sell the Project Lands or encumber them in any manner without Consent of Debenture Trustee.

1.16 Wilful Defaulter:

Any of the Directors or persons holding key management positions (as defined under the Companies Act) of the Obligor is declared as wilful defaulter in RBI List of wilful defaulters or the list of defaulters published by Ministry of Corporate Affairs.

1.17 Fraud and embezzlement

The Obligors commit any fraud, embezzlement, misstatement, misappropriation or siphon off the monies/revenue of the Issuer and/or the Project; or any person from the management of the Obligors or an officer of the Obligor commits an act having similar effect against the Issuer and/or the Project.

1.18 Reorganization, Merger, Amalgamation :

(a) The Issuer or the Land Owners (as applicable) has taken or sought to have taken any action for re‐organisation of its capital or any rearrangement, merger or amalgamation without the Consent of Debenture Trustee; provided that in respect of the Land Owners such event should, in the opinion of the Debenture Trustee, have an adverse impact on the Project or the obligations of the Issuer in terms of the Debenture Trust Deed.

(b) A petition for the reorganization, arrangement, adjustment or composition of debts of the Issuer is filed (voluntary or otherwise) or has been admitted or the Issuer assigns its debts for the benefit of its creditors generally.

1.19 Effectiveness of the Transaction Documents:

(a) Any Debenture Document or Project Document once executed and delivered, ceases to be in full force and effect or becomes unlawful, invalid or unenforceable or Security created pursuant to Security Documents becomes ineffective;

(b) Any Project Document is terminated or a notice of intent of termination is received by the Issuer or the Promoter or such an action is threatened.

1.20 Clearances :

a) Any of the necessary Clearances required or desirable in relation to the Project or the Debentures in accordance with any of the Transaction Documents and the Applicable Laws is revoked or terminated, withdrawn, suspended, modified, withheld, cease to be in full force and effect or not procured, achieved, obtained within the time prescribed in the Transaction Documents, for any reason whatsoever, unless the same is cured by the Obligor within a period of 30 (thirty) days to the satisfaction of the Debenture Trustee.

b) If the Clearance for launch and sale of Phase 2 of the Project is not obtained within

12 (twelve) months from the Initial Date of Allotment.

1.21 Criminal Offense:

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Any of the directors of the Issuer or the Guarantor are accused of, charged with, arrested or convicted in a criminal offence including but not limited to matters relating to breach of Applicable Laws, involving moral turpitude, dishonesty, bribery or which otherwise impinges on the integrity of the such director, including any accusations, material charges and/or convictions of any offence relating to bribery which has any Material Adverse Effect.

1.22 Project Events:

(a) Abandonment of the Project by the Obligors or the Obligors cease to have actual possession and control of the Project due to any reason and/or threatens to suspend or cease to Abandon the Project, or gives notice of its intention to do so, or it becomes unlawful for it to carry on its business and/or Project and/or the assets of the Issuer depreciate in value, materially.

(b) The Issuer ceases to have the right to undertake the Project due to any reason whatsoever.

(c) The total FAR of the Project reduces below Permissible FAR Area, for any reason whatsoever, unless the same is cured by the Issuer within a period of 30 (thirty) days.

(d) If any Unit in the Project is sold below the Minimum Sales Price prevailing at the time of the sale as specified in Schedule 14 of Debenture Trust Deed, without Consent of Debenture Trustee, unless the same is cured by the Promoter within a period of 30 (thirty) days from when such sale is booked / allotted by infusing into the Company the shortfall amounts whether or not a demand is made further to the provisions of Clause 3(xvii) of Schedule 3 (Covenants) of the Debenture Trust Deed.

e) If the Phase 2 of the Project is not launched and the construction works does commence within 12 (twelve) months of the Initial Date of Allotment.

1.23 Inadequacy of Insurance:

(a) The Issuer fails to maintain insurance cover over its properties and assets in accordance with the Transaction Documents, unless the same is cured by the Issuer within a period of 30 (thirty) days to the satisfaction of the Debenture Trustee.

(b) The Issuer fails to endorse the Debenture Trustee as loss payee or beneficiaries in the Insurance Contracts, unless the same is cured by the Issuer within a period of 30 (thirty) days to the satisfaction of the Debenture Trustee.

1.24 Debenture Redemption Reserve:

The Issuer fails to create and/or maintain the Debenture Redemption Reserve as per the provisions of the Debenture Trust Deed and the Applicable Laws, unless the same is cured by the Issuer within a period of 30 (thirty) days to the satisfaction of the Debenture Trustee.

1.25 Remedies upon an Event of Default : (i) If one or more of the Event of Default shall have occurred or continuing, then the

Debenture Trustee (acting on the instructions of Majority Debenture Holders) may by a

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notice in writing delivered substantially in the form provided in Schedule 6 of the Debenture Trust Deed to the Issuer (a) declare that Secured Debt has become due and payable and the Security created in terms of Security Documents has become enforceable and (b) without prejudice to the rights available to the Debenture Trustee and/or Debenture Holders under the Debenture Trust Deed or Applicable Laws, demand payment of Guaranteed Default Return to be paid within 15 (fifteen) days from the date of such notice.

(ii) The Debenture Trustee may also present the Post‐dated Cheques for payment to the Escrow Bank without any prior intimation to the Issuer. Upon dishonour of any of such cheques and without prejudice to the other remedies available with the Debenture Trustee under the Debenture Trust Deed and/or the Applicable Law, the Debenture Trustee may initiate such legal proceedings as it may deem fit in respect of dishonour of such cheques simultaneously with other such remedies.

(iii) In the event, the Issuer fails to pay the Guaranteed Default Return within the aforesaid 15 (fifteen) days from the date of the demand, the Debenture Trustee may at its option and with the Consent of Debenture Holders, choose to take one or more of the following actions in the order of priority as it may deem fit:

(a) enforce any Security created pursuant to the Security Documents in accordance

with the terms thereof including invoking of the Guarantee and to enter upon and take possession of the Secured Assets as per the provisions of the Security Documents;

(b) operate the Accounts of the Issuer on a sole and exclusive basis without any reference with or signatory of the Promoter or the Company;

(c) to transfer the assets of the Company by way of lease/sub‐lease or licence or sale; (d) exercise such other rights and remedies as may be available to the Debenture

Trustee under the Applicable Laws; (e) appoint one or more Nominee Directors in accordance with Clause 12.5 of the

Debenture Trust Deed; and (f) exercise such other rights and remedies as may be available to the Debenture

Trustee under the Debenture Documents including the right to step‐in and/or proceed against any Person, who is Party to the Debenture Documents.

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Annexure 8 : ILLUSTRATIONS FOR XIRR CALCULATION OF THE GUARANTEED RETURN

Particulars Date of Allotment 1st Anniversary

2nd Anniversary

3rd Anniversary

4th Anniversary

8/29/2018 6/11/2019 6/11/2020 6/11/2021 6/11/2022

Nominal Value (INR) ‐1,000,000.00 1,000,000.00

Coupon Amount (INR) 100,000.00 100,000.00 100,000.00 100,000.00

Redemption Premium (INR) 174,000.00

Total (INR) ‐1,000,000.00 100,000.00 100,000.00 100,000.00 1,274,000.00

XIRR 14.500% 14.50%

Particulars Date of Allotment

1st Anniversary

2nd Anniversary

3rd Anniversary 4th Anniversary

12/31/2018 6/11/2019 6/11/2020 6/11/2021 6/11/2022

Nominal Value (INR) ‐

60,000,000.00 60,000,000.00

Coupon Amount (INR) 26,63,014.00 6,000,000.00 6,000,000.00 6,000,000.00

Redemption Premium (INR) 20,331,619.00

Total (INR) ‐

60,000,000.00 26,63,014.00 6,000,000.00 6,000,000.00 86,331,619.00

XIRR 18.000000% 18.00%

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APPLICATION FORM NO. – NCD‐02

ATS INFRABUILD PRIVATE LIMITED REGD. OFF. : 711/92, DEEPALI, NEHRU PLACE, NEW DELHI-110019 CIN: U45400DL2007PTC168922; Ph.0120-7111500; Fax 0120-7111550

Email: [email protected]; website: www.atsgreens.com

PRIVATE PLACEMENT OF 1350 SECURED, LISTED, RATED, REDEEMABLE, CUMULATIVE NON‐CONVERTIBLE DEBT IN THE NATURE OF DEBENTURES MATURING ON 48 MONTHS FROM ISSUE CLOSE DATE

Having read and understood the terms & conditions for the Private Placement as provided in the Information Memorandum and Form No. PAS‐4 issued pursuant to section 42 and rule 14(1) of Companies (Prospectus and Allotment of Securities) Rules, 2014 and all the Debenture Documents, we apply for allotment to us of the LISTED, SECURED, RATED, REDEEMABLE, NON‐CONVERTIBLE DEBENTURES of face value Rs. 10,00,000 (Rupees Ten lakhs) offered at par (“Debentures”), maturing on 48th month from the Issue Close Date with the issue size of Rs. 135,00,00,000/‐ (Rupees One Hundred Thirty Five Crores Only), in the amounts as shown below. We bind ourselves to the terms and conditions of the Information Memorandum and other Debenture Documents.

No. of Debentures applied for (in words)

No. of Debentures applied for (in figures)

Amount (Rs.) (in words)

Amount (Rs.) (in figures)

Payment Details Bank Name:

Cheque/Ref Number:

Date:

Payment may be made by RTGS/NEFT/Cheques/Demand Drafts.

Demand Drafts/Cheques/RTGS instruction should be drawn/credited as per the following beneficiary details and should be current dated and payable at par.

Beneficiary : Beneficiary Bank Account No. : Bank IFSC : Bank Name :

___________________________________ APPLICANT DETAILS Signature

Name of Sole/First Applicant :

Address of the Sole/First Applicant :

Fax No. : Email : Tel No. :

Name of Second Applicant : _______ ___________________________

TAX DETAILS

PAN No. of Sole/First Applicant*

PAN No. of Second Applicant PAN No. of Third Applicant

NA NA

*Please attach a Self‐ Attested copy of Pan Card of the applicant. BANK DETAILS (FILL IT ONLY IF you require the payment of coupon and redemption of principal, TSP Linked Upside etc. in an account other than your

demat linked account) (Please provide copy of latest Bank Statement)

Bank Name – Bank Branch Address ‐ IFSC Code ‐ Swift/ABA Code ‐ Account No – Type of Account ‐ Current

DEPOSITORY DETAILS (Please attach one copy of latest Demat Statement)

Depository Participant Name: Depository Participant –ID No. Demat Account. :

ATS INFRABUILD PRIVATE LIMITED · Reality Infratech Private Limited’) with the Registrar of...

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