Private & Confidential For Private Circulation Only IM 240320.pdf · 17, R Kamani Marg, Ballard...

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Private & Confidential – For Private

Circulation Only

(This Pricing Supplement (to the Disclosure

Document dated March 3, 2020) is neither a

Prospectus nor a Statement in Lieu of

Prospectus).

Dated: March 24, 2020

Pricing Supplement to the Disclosure Document

Joyville Shapoorji Housing Private Limited

(“the Issuer” or “the Company”)

(A private limited company under the Companies Act, 1956 and limited by shares)

Registered Office: SP Centre, 41/44, Minoo Desai Marg, Colaba, Mumbai – 400 005

CIN- U70109MH2007PTC166942

Date of Incorporation - January 11, 2007

Email: [email protected]

Telephone: +91 22 67490000

Fax: +91 22 66338176

PRICING AND OTHER TERMS AND CONDITIONS SUPPLEMENTAL TO THE

DISCLOSURE DOCUMENTS/ INFORMATION MEMORANDUM DATED MARCH 03,

2020 (“DISCLOSURE DOCUMENT”) FOR ISSUE BY WAY OF PRIVATE PLACEMENT

BY THE ISSUER OF 7,20,000 SERIES A LISTED, RATED, UNSECURED, REDEEMABLE,

NON-CONVERTIBLE DEBENTURES (“SERIES A DEBENTURES”) AND 16,80,000

SERIES B LISTED, RATED, UNSECURED, REDEEMABLE, NON-CONVERTIBLE

DEBENTURES (“SERIES B DEBENTURES”) OF THE FACE VALUE OF RS.100/- EACH,

AGGREGATING UP TO RS. 24,00,00,000/- (RUPEES TWENTY FOUR CRORES ONLY)

(HEREINAFTER COLLECTIVELY REFERRED TO AS THE “TRANCHE 9

DEBENTURES”), BEING ISSUED VIDE THIS PRICING SUPPLEMENT/ ADDENDUM TO

THE DISCLOSURE DOCUMENT (“PRICING SUPPLEMENT”).

PRICING SUPPLEMENT TO BE IN CONJUNCTION WITH THE DISCLOSURE

DOCUMENT

This Pricing Supplement is issued pursuant to the terms of the Disclosure Document (being the

next tranche of Debentures to be issued in accordance with the terms and conditions of the

Disclosure Documents). All the terms, conditions, information and stipulations contained in the

Disclosure Document are incorporated herein by reference as if the same were set out herein.

Investors are advised to refer to the same to the extent applicable. This Pricing Supplement is

to be read in conjunction with the Disclosure Document. Specific terms contained in this

Pricing Supplement will prevail over general terms contained in the Disclosure Document. In

the event of an inconsistency/ difference between the Disclosure Document and this Pricing

Supplement, the contents of this Pricing Supplement shall be deemed to prevail over the

contents of the Disclosure Document in the context of issue of the Tranche 9 Debentures only.

All capitalized terms used herein but not defined herein shall have the meaning ascribed to

such terms in the Disclosure Document.

mailto:[email protected]

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GENERAL RISK

Investors are advised to read the risk factors carefully before taking an investment decision in

this Issue. Investment in debt and debt related securities involve a degree of risk and the

Investors should not invest any funds in the debt instruments, unless they can afford to take the

risks attached to such investments. For taking an investment decision, Investors must rely on

their own examination of the issue and the Pricing Supplement, including the risks involved.

The issue has not been recommended or approved by the Securities and Exchange Board of

India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this Pricing Supplement.

Specific attention of Investors is invited to the statement of Risk Factors of the Disclosure

Document.

Investors should carefully read and note the contents of the Pricing Supplement. Each

prospective investor should make its own independent assessment of the merit of the

investment in the Tranche 9 Debentures and the Issuer. Prospective investor should consult

their own financial, legal, tax and other professional advisors as to the risks and investment

considerations arising from an investment in the Tranche 9 Debentures and should possess the

appropriate resources to analyze such investment and suitability of such investment to such

investor’s particular circumstance. Prospective investors are required to make their own

independent evaluation and judgment before making the investment and are believed to be

experienced in investing in debt markets and are able to bear the economic risk of investing in

such instruments.

ISSUER’S ABSOLUTE RESPONSIBILITY

The Company, having made all reasonable inquiries, accepts responsibility for and confirms

that this Pricing Supplement contains all information with regards to the Issuer and the issue

which is material in the context of the issue, that the information contained in this Pricing

Supplement is true and fair in all material aspects and is not misleading in any material respect,

that the opinions and intentions expressed herein are honestly held and that there are no other

facts, the omission of which makes this Pricing Supplement as a whole or any of such

information or the expression of any such opinions or intentions misleading in any material

respect.

The Debenture Trustee “ipso facto” does not have the obligations of a borrower or a principal

debtor or a guarantor as to the monies paid/invested by investors towards subscription of the

Tranche 9 Debentures.

CREDIT RATING

The issue is rated ‘A+’ by CARE Ratings Limited (“CARE”).

CARE has taken considerable steps to avoid any data distortion; however, it does not examine

the precision or completeness of the information obtained. And hence, the information in the

rating report is presented “as is” without any express or implied warranty of any kind. CARE

does not make any representation in respect to the truth or accuracy of any such information.

The rating assigned by CARE should be treated as an opinion rather than a recommendation to

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buy, sell or hold the rated instrument and CARE shall not be liable for any losses incurred by

users from any use of this report or its contents. CARE has assigned the rating based on the

information obtained from the issuer and other reliable sources, which are deemed to be

accurate.

RISK IN RELATION TO THE ISSUE

There has been no formal market for the Tranche 9 Debentures of the Issuer. No assurances

can be given regarding an active or sustained trading in the Tranche 9 Debentures of the Issuer

or regarding the price at which the Tranche 9 Debentures will trade after listing.

LISTING

The Tranche 9 Debentures are proposed to be listed on the wholesale debt segment of BSE

Limited.

REGISTRAR FOR THE ISSUE

Universal Capital Securities Private Limited

DEBENTURE TRUSTEE

IDBI Trusteeship Services Limited having registered office at Asian Building, Ground floor,

17, R Kamani Marg, Ballard Estate, Mumbai – 400 001.

ISSUE SCHEDULE FOR THE TRANCHE 9 DEBENTURES

The Disclosure Document under which this Pricing Supplement is issued is valid for a period

of one eighty days (180) from the date of filing of the Disclosure Document with BSE.

Issue Opens on : March 16, 2020

Issue Closes on : March 31, 2020

Deemed Date of Allotment : Within 1 (one) Business Day from the receipt of the entire

application monies towards subscription of the Tranche 9

Debentures

The Issuer reserves the right to change the Issue Closing Date in accordance with the Transaction

Documents (hereinafter defined) and in such an event, the Deemed Date of Allotment for the

Tranche 9 Debentures may also be revised by the Issuer in accordance with the Transaction

Documents. In the event of any change in the above issue programme, the Issuer will intimate the

investors about the revised issue programme.

The Issuer while filing the Pricing Supplement with respect to issuance of each of such

series/tranche/sub-series of additional debentures under the Disclosure Document is required to

update such Pricing Supplement wherever required containing all the details of the private

placement and material changes, if any, to the information already provided in the Disclosure

Document. This Pricing Supplement contains details of the Tranche 9 Debentures as set out in

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Annexure 1 (Term Sheet) hereto and material changes in the information provided in the

Disclosure Document, as detailed under Annexure 2 (Material Changes) hereto.

The issue of Tranche 9 Debentures under this Pricing Supplement is being made pursuant to the

resolution of the Board of Directors of the Company, passed at its meeting held on June 19, 2019

and the special resolution of the shareholders of the Company at its meeting held on November

15, 2018, wherein the officials of the Company have been authorized to decide the terms of the

Tranche 9 Debentures.

Eligible Investors or its authorized representative will be given a communication addressed to

them, offering them to subscribe to the Tranche 9 Debentures on a private placement basis, by

way of the Disclosure Document, this Pricing Supplement and annexed application form

(“Application Form” and marked as Annexure 3 hereto) during the period commencing on the

Issue Opening Date and ending on the Issue Closing Date (both dates inclusive) for Tranche 9

Debentures and the application process set forth in the Disclosure Document shall apply to the

issue of Tranche 9 Debentures under this Pricing Supplement.

NOTE: This Pricing Supplement of private placement is neither a prospectus nor a statement in

lieu of 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 Tranche 9

Debentures under any law for the time being in force.

Disclaimer: Please note that only those persons to whom this Pricing Supplement has been

specifically addressed are eligible to apply. However, an application, even if complete in all

respects, is liable to be rejected without assigning any reason for the same. The list of documents

provided above is only indicative, and an investor is required to provide all those documents/

authorizations/ information, which are likely to be required by the Issuer. The Issuer may, but is

not bound to, revert to any investor for any additional documents/ information, and can accept or

reject an application as it deems fit. Investment by investors falling in the categories mentioned

below are merely indicative and the Issuer does not warrant that they are permitted to invest as

per extant laws, regulations, etc. Each of the below categories of investors is required to check

and comply with extant rules/ regulations/ guidelines, etc. governing or regulating their

investments as applicable to them and the Issuer is not, in any way, directly or indirectly,

responsible for any statutory or regulatory breaches by any investor, neither is the Issuer required

to check or confirm the same.

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ANNEXURE 1

TERM SHEET

Terms and conditions of the Tranche 9 Debentures:

I. Summary Term Sheet for Series A Debentures

Sr. No.

1. Security Name Listed, Rated, Unsecured, Redeemable Non-convertible Series A

Debentures

2. Issuer Joyville Shapoorji Housing Private Limited

3. Type of Instrument Listed, Rated, Unsecured, Redeemable Non-convertible Debentures

4. Nature of Instrument Unsecured (with 100% asset cover as required under the Debt Listing

Regulations)

5. Seniority The inter – se ranking / priority between Series A Debentures and

Series B Debentures in various scenarios shall be as set out in

Appendix B of the Disclosure Document.

Series A Debentures shall be junior to the Preferential Securities and

Privileged Securities and any other secured lending/ secured debt

funding which may be raised by the Issuer from time to time.

6. Mode of issuance Private placement in one or more tranches or series or sub-series

7. Eligible Investors This Pricing Supplement and the contents hereof are restricted for

only the intended recipient(s) who have been addressed directly

through a communication by or on behalf of the Issuer. The categories

of investors eligible to invest in the Series A Debentures, when

addressed directly, include residents, banks, financial institutions

including development financial institutions, companies and bodies

corporate, insurance companies, mutual funds, foreign portfolio

investors, and such other category of investors as expressly authorised

and who are eligible to invest in the Series A Debentures as per

Applicable Laws. Furthermore, overseas corporate bodies are not

eligible to apply for or hold the Series A Debentures. All investors are

required to comply with the relevant regulations/guidelines applicable

to them for investing in the Series A Debentures.

8. Listing The Issuer shall list each tranche of Series A Debentures on the

Wholesale Debt Market segment of the BSE Limited within 10 (ten)

days from the Deemed Date of Allotment in respect of such tranche or

such other extended date as may be agreed by a Simple Majority of

Series B Debenture Holders (by value of outstanding Series B

Debentures).

In case any tranche of Series A Debentures issued to the Debenture

Holders is not listed within 10 (ten) days from the Deemed Date of

Allotment or such other extended date as may be agreed by a Simple

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Sr. No.

Majority of Series B Debenture Holders (by value of outstanding

Series B Debentures), for any reason (“Mandatory Redemption

Event”), then the Issuer would immediately redeem / buy back the

Series A Debentures from the Series A Debenture Holders such that

the Series A Debenture Holders receive the Subscription Amounts. In

case of delay in listing of the Series A Debentures, beyond 10 (ten)

days from the Deemed Date of Allotment or such other extended

period as aforesaid, the Issuer shall pay penal interest of 2% p.a. over

the Coupon Rate from the expiry of 10 (ten) days from the relevant

Deemed Date of Allotment till the listing of such Debentures, to the

Series A Debenture Holders. If the Debentures are not listed within 10

(ten) days as specified above (or such other extended date as may be

agreed by an Investor Approval), the Company shall mandatorily

redeem the Debentures and immediately (but no later than 1 (one)

day) refund to the Investors the amounts remitted by them in terms of

the Investment Agreement dated 29th June, 2015.

As per the SEBI circular no. SEBI/ HO/ MIRSD/

DOS3/CIR/P/2019/68 dated May 27, 2019, in case of delay in listing

of the debt securities beyond 20 days from the deemed date of

allotment, the Company shall pay penal interest of 1% p.a. over the

coupon rate from the expiry of 30 days from the deemed date of

allotment till the listing of such debt securities to the investor.

9. Rating of Instrument CARE A+

10. Issue Size (Face

Value)

Rs. 7,20,00,000 (Rupees Seven Crores Twenty Lakhs only).

11. Option to retain

oversubscription

No

12. Objects of the issue To meet funding requirements of the Company for the purposes of its

Business and/or for other general corporate purposes in compliance

with Applicable Law and in the manner provided in the Debenture

Trust Deed.

13. Details of Utilisation

of the proceeds

The proceeds will be utilized by the Company for the purpose of its

Business and/or for other general corporate purposes in compliance

with Applicable Law and in the manner provided in the Debenture

Trust Deed.

14. Coupon Rate Coupon at the rate of 10% (ten percent) per annum on Series A

Debentures shall accrue on an annual basis at the end of each

Financial Year and shall become due and payable subject to

availability of Distributable Amounts, in the manner determined by

the Distributions Committee of the Company and in the manner

provided in Debenture Trust Deed. The same shall be due and payable

to then holder of the Series A Debentures who shall be entitled to

receive the payment of the relevant coupon amount only after

availability of Distributable Amounts.

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Sr. No.

15. Step Up/Step down

Coupon rate

Nil

16. Coupon Payment

frequency

The Coupon shall be paid on a quarterly basis subject to availability

of Distributable Amounts at the end of every quarter, on or before the

5th (fifth) Business Day of the immediately succeeding Financial

Quarter, in the manner determined by the Distributions Committee in

the Debenture Trust Deed.

17. Coupon Payment

Dates

The Coupon shall be paid on a quarterly basis subject to availability

of Distributable Amounts at the end of every quarter, on or before the

5th (fifth) Business Day of the immediately succeeding Financial

Quarter, in the manner determined by the Distributions Committee in


At the time of redemption of the Series A Debentures on a

Redemption Date, the Company shall pay the Debenture Holders

holding Series A Debentures the unpaid Coupon on such Debentures

accrued up to such Redemption Date. Provided that the Distributions

Committee may, subject to availability of the Distributable Amounts

in a particular Financial Year, determine that some or the entire

shortfall in Coupon of the previous Financial Years be paid as coupon

of subject Financial Year in addition to the Coupon of that Financial

Year. It is clarified that in such a situation, only the unpaid portion of

the Coupon will be paid at the time of redemption in accordance with

the provisions of this paragraph.

18. Coupon Type Fixed

19. Coupon Reset

Process

(including rates,

spread, effective date,

interest rate cap and

floor etc.)

Not Applicable

20. Day Count basis Actual/Actual

21. Interest on

application Money

No interest shall be payable on the application monies in the event

that the Debenture Holder has remitted the application monies prior to

the Deemed Date of Allotment.

22. Tenor 8.5 (eight point five) years from the Deemed Date of Allotment in

respect of the first tranche of Series A Debentures (“First Allotment

Date”), which shall stand automatically extended to the end of 13

(thirteen) years from the First Allotment Date, in case any of the

Debentures are outstanding at the expiry of 8.5 (eight point five) years

from the First Allotment Date as aforesaid or any other further date

(as mutually agreed, in writing, between the holders of Series A

Debentures and Series B Debentures).

23. Redemption Date Subject to minimum residual maturity, Redemption Date means, as

applicable:

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Sr. No.

(a) the Final Redemption Date;

(b) the Mandatory Redemption Date; or

(c) any Interim Payment Dates referred to under Appendix – B of

the Disclosure Document.

The Minimum Residual Maturity shall not be less than 3 years from

the date of Allotment of Series A Debentures and hence Series A

Debentures shall not be redeemed before 3 years form the date of

allotment thereof.

24. Final Redemption

Date

Final Redemption Date” means the date falling at the end of 8.5

(eight point five) years from the First Allotment Date, which shall

stand automatically extended to the end of 13 (thirteen) years from

the First Allotment Date, in case any of the Debentures are

outstanding at the expiry of 8.5 (eight point five) years from the First

Allotment Date as aforesaid or any other further date (as mutually

agreed, in writing, between the Series A Debenture Holders and

Series B Debenture Holders), on which date all outstanding

Debentures shall be mandatorily redeemed in full in accordance with

the terms of Schedule I (Terms and Conditions of Series A

Debentures) and Schedule II (Terms and Conditions of Series B

Debentures) of the Disclosure Document.

25. Mandatory

Redemption Date

means a date on which the Debentures are required to be mandatorily

redeemed by the Company upon the occurrence of a Mandatory

Redemption Event.

26. Redemption Price means the price at which the Series A Debentures are required to be

redeemed by the Company in accordance with Appendix A and

Appendix B of the Disclosure Document.

27. Redemption Premium means the premium payable in respect of Series A Debentures such

that the Series A Debenture Holders have achieved a post tax IRR of

17% on the face value of the Series A Debentures subscribed /

acquired by them (after considering any Coupon payments received

by the Series A Debenture Holders from the Company from time to

time).

Upon occurrence of an Event of Default under Part A of Appendix A

of the Disclosure Document, the Redemption Premium shall mean the

premium payable Series A Debentures such that the Series A

Debenture Holders have achieved a post tax IRR of 25% on the face

value of the Series A Debentures subscribed / acquired by them (after

considering any the Coupon payments received by the Series A

Debenture Holders from the Company from time to time.

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Sr. No.

The Redemption Premium shall be payable on redemption of Series A

Debentures in the manner provided in Appendix B of the Disclosure

Document.

28. Redemption Discount Not Applicable

29. Issue Price The Series A Debentures shall be issued at a price of Rs. 95 (Rupees

Ninety Five only) per Series A Debentures.

30. Discount at which

security is issued and

effective yield as a

result of such

discount

Series A Debentures shall be issued at a discount of Rs. 5 (Rupees

Five only) per Series A Debenture. The effective yield per Series A

Debentures allotted after the First Allotment Date shall be 17% IRR

on the face value of Series A Debentures allotted after the First

Allotment Date.

31. Put option date Not Applicable

32. Put Option price Not Applicable

33. Call Option date Not Applicable

34. Call Option price Not Applicable

35. Put Notification Time Not Applicable

36. Call Notification

Time

Not Applicable

37. Face Value Rs. 100 (Rupees One Hundred only)

38. Minimum

Application and in

multiples thereafter

1 Debenture and in multiple of 1 Debenture thereof

39. Issue Timings

1. Issue Open Date

2. Issue Closing Date

3. Pay – in – Date

4. Deemed Date of

Allotment

For allotment of 7,20,000 Series A Debentures:

March 16, 2020

March 31, 2020

Anytime between the Issue Open Date and Issue Closing Date

Within 1 (one) Business Day from the receipt of the entire application

monies towards subscription of Series A Debentures.

40. Issuance mode Demat only

41. Trading mode Demat only

42. Settlement mode Electronic clearing services (ECS), real time gross settlement

(RTGS), direct credit or national electronic fund transfer (NEFT) into

the Debenture Holders’ respective bank accounts notified to the

Company from time to time, provided however that, where direct

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Sr. No.

credit, ECS, RTGS, or NEFT service is not available, such payment

shall be made by the Company by way of bank draft or demand

drafts.

43. Depository A Depository registered with SEBI under the SEBI (Depositories and

Participants) Regulations, 1996, as amended from time to time in this

case being National Securities Depository Limited (NSDL).

44. Record Date Date falling 15 (fifteen) calendar days prior to the date on which

Coupon is due and payable on the Debentures, or the date of

redemption of such Debentures (as applicable).

45. Security Unsecured (with 100% asset cover as required under the Debt Listing

Regulations).

46. Business Day

Convention

If a payment day is not a Business Day, then the immediately

preceding Business Day.

47. Transaction

Documents

Means:

(a) the Debenture Documents dated 30th October, 2015;

(b) the Investment Agreement dated 29th June, 2015;

(c) any other document that may be designated as a Transaction

Document by the Trustee and the Company;

(d) including all amendments thereto

48. Conditions Precedent

to Disbursement

As provided in Debenture Trust Deed

49. Conditions

Subsequent to

Disbursement


50. Events of Default and

Consequences of

Events of Default

Events of Default have been listed under Appendix A of the

Disclosure Document. The consequences of an Event of Default are

as follows:

(a) If one or more of the events of default specified under Part A of

Appendix A of the Disclosure Document occur(s), then the

Trustee shall (acting on the instructions of any holder of Series

B Debentures), or, any Series B Debenture Holder(in each case,

in accordance with the provisions of the Debenture Trust

Deed)may, by sending a written notice to the Company and the

Promoter, call an Event of Default, whereupon the

consequences in respect of such Event of Default as set out

under Part A of Appendix A of the Disclosure Document shall

follow.

(b) If one or more of the events specified under Part B of Appendix

A of the Disclosure Document occur(s), the Trustee shall

(acting on the instructions of any holder of Series B

Debentures), or, any Series B Debenture Holder,(in each case,

in accordance with the provisions of the Debenture Trust Deed)

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Sr. No.

may, by sending a written notice to the Company and the

Promoter, call an Event of Default, whereupon the

consequences in respect of such Event of Default as set out

under Part B of Appendix A of the Disclosure Document shall

follow.

51. Provisions related to

cross default

Not Applicable

52. Role and

responsibilities of the

Debenture Trustee

As per SEBI (Debenture Trustee) Regulations, 1993 and other

applicable Laws and in the manner provided in the Debenture Trust

Deed.

53. Governing Law and

Jurisdiction

The Series A Debentures and documentation will be governed by and

construed in accordance with the laws of India and the parties submit

to the exclusive jurisdiction of the courts in Mumbai.

II. Summary Term Sheet for Series B Debentures

Sr. No.

1. Security Name Listed, Rated, Unsecured, Redeemable Non-convertible Series

B Debentures

2. Issuer Joyville Shapoorji Housing Private Limited

3. Type of Instrument Listed, Rated, Unsecured, Redeemable, Non-convertible

Debentures

4. Nature of Instrument Unsecured (with 100% asset cover as required under the Debt

Listing Regulations)

5. Seniority The inter – se ranking / priority between Series A Debentures

and Series B Debentures in various scenarios shall be as set out

in Appendix B of the Disclosure Document.

Series B Debentures shall be junior to the Preferential

Securities and Privileged Securities and any other secured

lending/ secured debt funding which may be raised by the

Issuer from time to time.

6. Mode of issuance Private placement in one or more tranches or series or sub-

series

7. Eligible Investors This Pricing Supplement and the contents hereof are restricted

for only the intended recipient(s) who have been addressed

directly through a communication by or on behalf of the Issuer.

The categories of investors eligible to invest in the Series B

Debentures, when addressed directly, include residents, banks,

financial institutions including development financial

institutions, companies and bodies corporate, insurance

12

companies, mutual funds, foreign portfolio investors, and such

other category of investors and who are eligible to invest in the

Series B Debentures as per Applicable Laws. Furthermore,

overseas corporate bodies are not eligible to apply for or hold

the Series B Debentures. All investors are required to comply

with the relevant regulations/guidelines applicable to them for

investing in the Series B Debentures.

8. Listing The Issuer shall list each tranche of Series B Debentures on the

Wholesale Debt Market segment of the BSE Limited within 10

(ten) days from the Deemed Date of Allotment in respect of

such tranche or such other extended date as may be agreed by a

Simple Majority of Series B Debenture Holders (by value of

outstanding Series B Debentures).

In case any tranche of Series B Debentures issued to the

Debenture Holders is not listed within 10 (ten) days from the

Deemed Date of Allotment or such other extended date as may

be agreed by a Simple Majority of Series B Debenture Holders

(by value of outstanding Series B Debentures), for any reason

(“Mandatory Redemption Event”), then the Issuer would

immediately redeem/ buy back the Series B Debentures from

the Series B Debenture Holders such that the Series B

Debenture Holders receive the Subscription Amounts. In case

of delay in listing of the Series B Debentures, beyond 10 (ten)

days from the Deemed Date of Allotment or such other

extended period as aforesaid, the Issuer shall pay penal interest

of 2% p.a. over the Coupon Rate from the expiry of 10 (ten)

days from the relevant Deemed Date of Allotment till the

listing of such Debentures, to the Series B Debenture Holders.

If the Debenture are not listed within 10 (ten) days as specified

above (or such other extended date as may be agreed by an

Investor Approval), the Company shall mandatorily redeem the

Debentures and immediately (but no later than 1 (one) day)

refund to the Investors the amounts remitted by them in terms

of the Investment Agreement dated 29th June, 2015.

As per the SEBI circular no. SEBI/ HO/ MIRSD/

DOS3/CIR/P/2019/68 dated May 27, 2019, in case of delay in

listing of the debt securities beyond 20 days from the deemed

date of allotment, the Company shall pay penal interest of 1%

p.a. over the coupon rate from the expiry of 30 days from the

deemed date of allotment till the listing of such debt securities

to the investor.

9. Rating of Instrument CARE A+

10. Issue Size (Face

value)

Rs. 16,80,00,000 (Rupees Sixteen Crores Eighty Lakhs only).

13

11. Option to retain

oversubscription

No

12. Objects of the issue To meet funding requirements of the Company for the purposes

of its Business and/or for other general corporate purposes in

compliance with Applicable Law and in the manner provided in


13. Details of Utilisation

of the proceeds

The proceeds will be utilized by the Company for the purpose

of its Business and/or for other general corporate purposes in

compliance with Applicable Law and in the manner provided in


14. Coupon Rate Coupon at the rate of 10% (ten percent) per annum on Series B

Debentures shall accrue on an annual basis at the end of each

Financial Year and shall become due and payable subject to

availability of Distributable Amounts, in the manner

determined by the Distributions Committee of the Company

and in the manner provided in Debenture Trust Deed. The same

shall be due and payable to then holder of the Series B

Debentures who shall be entitled to receive the payment of the

relevant coupon amount only after availability of Distributable

Amounts.

15. Step Up / Step down

Coupon rate

Nil

16. Coupon Payment

frequency

The Coupon shall be paid on a quarterly basis subject to

availability of Distributable Amounts at the end of every

quarter, on or before the 5th (fifth) Business Day of the

immediately succeeding Financial Quarter, in the manner

determined by the Distributions Committee in the Debenture

Trust Deed.

17. Coupon Payment

Dates

The Coupon shall be paid on a quarterly basis subject to

availability of Distributable Amounts at the end of every

quarter, on or before the 5th (fifth) Business Day of the

immediately succeeding Financial Quarter, in the manner

determined by the Distributions Committee in the Debenture

Trust Deed.

At the time of redemption of the Series B Debentures on a

Redemption Date, the Company shall pay the Debenture

Holders holding Series B Debentures the unpaid Coupon on

such Debentures accrued up to such Redemption Date.

Provided that the Distributions Committee may, subject to

availability of the Distributable Amounts in a particular

Financial Year, determine that some or the entire shortfall in

Coupon of the prior Financial Years be paid as coupon of

subject Financial Year in addition to the Coupon of that year. In

such a situation, only the unpaid portion of the Coupon will be

paid at the time of redemption in accordance with the

14

provisions of this paragraph.

18. Coupon Type Fixed

19. Coupon Reset

Process

Not Applicable

20. Day Count basis Actual/Actual

21. Interest on

application Money

No interest shall be payable on the application monies in the

event that the Debenture Holder has remitted the application

monies prior to the Deemed Date of Allotment.

22. Tenor 8.5 (eight point five) years from the Deemed Date of Allotment

in respect of the first tranche of Series B Debentures (“First

Allotment Date”), which shall stand automatically extended to

the end of 13 (thirteen) years from the First Allotment Date, in

case any of the Debentures are outstanding at the expiry of 8.5

(eight point five) years from the First Allotment Date as

aforesaid or any other further date (as mutually agreed, in

writing, between the holders of Series A Debentures and Series

B Debentures).

23. Redemption Date Subject to minimum residual maturity, Redemption Date

means, as applicable:

(a) the Final Redemption Date;

(b) the Mandatory Redemption Date; or

(c) any Interim Payment Dates referred to under Appendix – B

of the Disclosure Document

The Minimum Residual Maturity shall not be less than 3 years

from the date of Allotment of Series B Debentures and hence

Series B Debentures shall not be redeemed before 3 years from

the date of allotment thereof.

24. Final Redemption

Date

Final Redemption Date” means the date falling at the end of

8.5 (eight point five) years from the First Allotment Date,

which shall stand automatically extended to the end of 13

(thirteen) years from the First Allotment Date, in case any of

the Debentures are outstanding at the expiry of 8.5 (eight point

five) years from the First Allotment Date as aforesaid or any

other further date (as mutually agreed, in writing, between the

Series A Debenture Holders and Series B Debenture Holders),

on which date all outstanding Debentures shall be mandatorily

redeemed in full in accordance with the terms of Schedule I

(Terms and Conditions of Series A Debentures) and Schedule

II (Terms and Conditions of Series B Debentures) of the

Disclosure Document.

25. Mandatory

Redemption Date

means a date on which the Debentures are required to be

mandatorily redeemed by the Company upon the occurrence of

a Mandatory Redemption Event.

15

26. Redemption Price means the price at which the Series B Debentures are required

to be redeemed by the Company as specified under Appendix A

and Appendix B of the Disclosure Document.

27. Redemption

Premium

means the premium payable in respect of Series B Debentures

such that the Series B Debenture Holders have achieved a post

tax IRR of 17% on the face value of the Series B Debentures

subscribed/ acquired by them (after considering any Coupon

payments received by the Series B Debenture Holders from the

Company from time to time).

Upon occurrence of an Event of Default under Part A of

Appendix A, the Redemption Premium shall mean the premium

payable in respect of Series B Debentures such that the Series

B Debenture Holders have achieved a post tax IRR of 25% on

the face value of the Series B Debentures subscribed / acquired

by them (after considering any Coupon payments received by

the Series B Debenture Holders from the Company from time

to time).

The Redemption Premium shall be payable on redemption of

Series B Debentures in the manner provided in Appendix B of

the Disclosure Document.

28. Redemption

Discount

Not Applicable

29. Issue Price The Series B Debentures at an issue price of Rs. 95 (Rupees

Ninety Five only) per Series B Debenture.

30. Discount at which

security is issued and

the effective yield as

a result of such

discount

Series B Debentures shall be issued at a discount of Rs. 5

(Rupees Five only) per Series B Debenture. The effective yield

per Series B Debentures shall be 17% IRR on the face value of

Series B Debentures.

31. Put option date Not Applicable

32. Put Option price Not Applicable

33. Call Option date Not Applicable

34. Call option price Not Applicable

35. Put Notification

Time

Not Applicable

36. Call Notification

Time

Not Applicable

37. Face Value Rs. 100 (Rupees One Hundred only)

38. Minimum

Application and in

multiples thereafter

1 Debenture and in multiple of 1 Debenture thereof

39. Issue Timings

1. Issue Open Date

For the Allotment of 16,80,000 Series B Debentures:

March 16, 2020

16

2. Issue Closing

Date

3. Pay – in – Date

4. Deemed Date of

Allotment

March 31, 2020

Anytime between the Issue Open Date and Issue Closing Date

Within 1 (one) Business Day from the receipt of the entire

application monies towards subscription of Series B

Debentures.

40. Issuance mode Demat only

41. Trading mode Demat only

42. Settlement mode Electronic clearing services (ECS), real time gross settlement

(RTGS), direct credit or national electronic fund transfer

(NEFT) into the Debenture Holders’ respective bank accounts

notified to the Company from time to time, provided however

that, where direct credit, ECS, RTGS, or NEFT service is not

available, such payment shall be made by the Company by way

of bank draft or demand drafts.

43. Depository A Depository registered with SEBI under the SEBI

(Depositories and Participants) Regulations, 1996, as amended

from time to time in this case being National Securities

Depository Limited (NSDL).

44. Record Date Date falling 15 (fifteen) calendar days prior to the date on

which Coupon is due and payable on the Debentures, or the

date of redemption of such Debentures (as applicable).

45. Security Unsecured (with 100% asset cover as required under the Debt

Listing Regulations)

46. Business Day

Convention

If a payment day is not a Business Day, then the immediately

preceding Business Day.

47. Transaction

Documents

Means

(a) the Debenture Documents dated 30th October, 2015;

(b) the Investment Agreement dated 29th June, 2015; and

(c) any other document that may be designated as a

Transaction Document by the Trustee and the Company;

(d) Including all amendments thereto.

48. Conditions Precedent

to Disbursement


49. Conditions

Subsequent to

Disbursement


50. Events of Default

and Consequences of

Events of Default

Events of Default have been listed under Appendix A of the

Disclosure Document. The consequences of an Event of

Default are as follows:

a) If one or more of the events of default specified under

17

Part A of Appendix A of the Disclosure Document

occur(s), then the Trustee shall (acting on the instructions

of any holder of Series B Debentures), or, any Series B

Debenture Holder (in each case, in accordance with the

provisions of the Debenture Trust Deed) may, by sending

a written notice to the Company and the Promoter, call an

Event of Default, where upon the consequences in respect

of such Event of Default as set out under Part A of

Appendix A of the Disclosure Document shall follow.

b) If one or more of the events specified under Part B of

Appendix A of the Disclosure Document occur(s), then

the Trustee shall (acting on the instructions of any holder

of Series B Debentures), or, any Series B Debenture

Holder, (in each case, in accordance with the provisions

of the Debenture Trust Deed) may, by sending a written

notice to the Company and the Promoter, call an Event of

Default, whereupon the consequences in respect of such

Event of Default as set out under Part B of Appendix A of

the Disclosure Document shall follow.

c) Without prejudice to any other rights that the Series B

Debenture Holders have under the Debenture Trust Deed

and the Transaction Documents and Applicable Law, if

one or more of the events specified under Part A of

Appendix A of the Disclosure Document occur(s), and if

the Trustee (acting on instructions of any holder of Series

B Debentures) or, if any Series B Debenture Holder (in

each case, in accordance with the provisions of the

Debenture Trust Deed) has called an Event of Default,

then each of the Series B Debenture Holders shall have

the right, exercisable by delivery of a written notice (the

“Sale Notice”) to sell to the Promoter (or any of its

nominees) the Series B Debentures held by such Series B

Debenture Holder at the Default Sale Price for such

Series B Debentures and the Promoter shall be

irrevocably obligated to purchase from such Series B

Debentures, in accordance with the Debenture Trust

Deed.

51. Provisions related to

cross default

Not Applicable

52. Role and

responsibilities of the

Debenture Trustee

As per SEBI (Debenture Trustee) Regulations, 1993 and other

applicable Laws and in the manner provided in the Debenture

Trust Deed

53. Governing Law and

Jurisdiction

The Series B Debentures and documentation will be governed

by and construed in accordance with the laws of India.

18

ANNEXURE 2

MATERIAL CHANGES

1. Listed Non-Convertible Debentures issued by the Company

In addition to the Non-Convertible Debentures details mentioned in the Disclosure

Document, the Company has issued the following Listed, Rated, Unsecured, Redeemable,

Non-Convertible Debentures (Listing is under process) immediately prior to the date of this

Pricing Supplement:

Name of Non-Convertible

Debenture holder

Number of NCDs Face Value of each NCD

(In Rs.)

Actis Place Holdings No.1 (Singapore)

Private Limited

21,00,000 100

International Finance Corporation 10,50,000 100

Asian Development Bank 10,50,000 100

Shapoorji Pallonji and Company

Private Limited

18,00,000 100

There was no other material change(s) from the date of the Disclosure Document till the date of

this Pricing Supplement.

<<<Left Blank intentionally>>>

19

ANNEXURE 3

APPLICATION FORM

Application form Serial No: ____ Date: ___________

The Compliance Officer,

Joyville Shapoorji Housing Private Limited

70, Nagindas Master Road, Fort,

Mumbai – 400023

Dear Sirs,

We have read and understood the Terms and Conditions of the issue of the Tranche 9 Debentures

including the Risk Factors described in the Disclosure Document and have considered these in

making our decision to apply for allotment of the Tranche 9 Debentures to us. The amount

payable on application as shown below is remitted herewith. On allotment, please place our

name(s) on the Register of Debenture holder(s). We bind ourselves to the terms and conditions as

contained in the Disclosure Document read alongwith this Pricing Supplement.

(Please read carefully the instructions on the next page before filling this form)

Details

Series

No. of debentures

applied (in figures)

No. of debentures

applied (in words)

Amount (Rs. in figures)

Amount (Rs. in words)

Cheque/Demand

Draft/RTGS Details

Date

Drawn on Bank

Applicant’s Name & Address in full (please use capital letters)

Pin Code:

Telephone: Fax: Email:

Contact Person

Status: Banking Company ( ) Insurance Company ( ) Others ( ) – please specify

20

Name of Authorised

Signatory

Designation Signature

Details of Bank Account

Bank Name &

Branch

Nature of Account

Account No.:

IFSC/NEFT Code

MICR No

Depository Details

DP Name

DP ID Client ID

(*) We understand that in case of allotment of Tranche 9 Debentures to us/our Beneficiary

Account as mentioned above would be credited to the extent of Tranche 9 Debentures allotted.

Taxpayers PAN / GIR

No.

IT Circle/Ward/District ( ) Not Allotted

Tax Deduction Status ( ) Fully

Exempt

( ) Tax to be deducted at

Source

( ) Yes ( ) No

We understand and confirm that the information provided in this Pricing Supplement and the

Information Memorandum/ Disclosure Document dated March 3, 2020 is provided by the Issuer

and the same has not been verified by any legal advisors to the Issuer, and other intermediaries

and their agents and advisors associated with this Issue. We confirm that we have for the purpose

of investing in the Tranche 9 Debentures carried out our own due diligence and made our own

decisions with respect to investment in the Tranche 9 Debentures and have not relied on any

representations made by anyone other than the Issuer, if any.

We understand that: i) in case of allotment of Tranche 9 Debentures to us, our Beneficiary

Account as mentioned above would get credited to the extent of allotted Tranche 9 Debentures,

ii) the Applicant must ensure that the sequence of names as mentioned in the Application Form

matches the sequence of name held with our Depository Participant, iii) if the names of the

Applicant in this application are not identical and also not in the same order as the Beneficiary

Account details with the above mentioned Depository Participant or if the Tranche 9 Debentures

cannot be credited to our Beneficiary Account for any reason whatsoever, the Company shall be

entitled at its sole discretion to reject the application or issue the Tranche 9 Debentures in

physical form.

21

We understand that we are assuming on our own account, all risk of loss that may occur or be

suffered by us including as to the returns on and/or the sale value of the Tranche 9 Debentures

and shall not look directly or indirectly to any person to indemnify or otherwise hold us harmless

in respect of any such loss and/or damage. We undertake that upon sale or transfer to subsequent

investor or transferee (“Transferee”), we shall convey all the terms and conditions contained

herein and in the Disclosure Document and this Pricing Supplement to such Transferee. In the

event of any Transferee (including any intermediate or final holder of the Tranche 9 Debentures)

suing the Issuer (or any person acting on its or their behalf) we shall indemnify the Issuer and

also hold the Issuer and each of such affected person(s) harmless in respect of any claim by any

Transferee.

__________________

Applicant’s Signature

---------------------------------------------------(Tear here) --------------------------------------------------

ACKNOWLEDGEMENT SLIP

Application form serial No: _______ Date: ___________

Name of the Applicant :

Address of the Applicant :

Details

Series

No of debentures

applied (in figures)

No. of debentures

applied (in words)

Amount (Rs. in figures)

Amount (Rs. in words)

Cheque/Demand

Draft/RTGS Details

Date

Drawn on Bank

For all further correspondence please contact: The Compliance Officer, Joyville Shapoorji

Housing Private Limited at the following address - 41/44, SP Centre, Minoo Desai Marg, Colaba,

Mumbai – 400005.

22

INSTRUCTIONS

(a) You must complete application in full in BLOCK LETTERS IN ENGLISH.

(b) Your Signatures should be in English or in any of the Indian languages.

(c) Application forms duly completed in all respects, together with Cheques/Pay Order/Demand

Draft, must be lodged at the Registered office of the Company.

(d) In case of payments through RTGS, the payments may be made as follows:

Beneficiary Name : [●]

Bank Account No. : [●]

IFSC CODE : [●]

Bank Name : [●]

Branch Address : [●]

23

Signed pursuant to the authority granted by Board of Directors of the Company at its Board

meeting held on June 19, 2019.

For Joyville Shapoorji Housing Private Limited

Signature : ______________________

Name : Siddhant Agarwal

Designation : Company Secretary

Membership No. : A41137

Place : Mumbai

Date : March 24, 2020

RatingsProfessional Risk Opinion

No. CARE/HO/RL/2019-20/4427

Mr. Venkatesh Gopalkrishnan Joyville Shapoorji Housing Private LimitedS P Centre, 41/44 Minoo Desai Marg Colaba, Mumbai-400005

February 20, 2020

Confidential

Dear Sir,

Credit rating for proposed NCD

Please refer to our letter dated November 21, 2019 and your request for revalidation of the rating

assigned to the Proposed Non-Convertible Debenture issue of your company, for a limit of Rs.415.07

crore.

2. Our Rating Committee has reviewed the following ratings:

Rating1 Rating ActionAmount(Rs.Crore)InstrumentContinues to be under

credit watch with negative implications

Provisional CARE A+ [Provisional Single A Plus]; Under credit watch

with Negative Implications

Proposed NCDs- Series-

124.52

AContinues to be under

credit watch with negative implications

Provisional CARE A+ [Provisional Single A Plus]; Under credit watch

with Negative Implications

Proposed NCDs- Series- B

290.55

415.07 (Rs. Four hundred fifteen crore and seven lakhs)Total

Further, the above ratings assigned to the proposed NCDs Series A: Rs.124.52 crore and Series B:

Rs.290.55 crore are provisional and will be confirmed once the company submits the following

executed documents to the satisfaction of CARE:

a. Debenture Trust Deed

b. Information Memorandum

c. Debentures Subscription Agreement

The NCDs are repayable over a period of 8.5 years from the first allotment date with an option to

extend till the end of 13 years from the first allotment date.

Please arrange to get the rating revalidated, in case the proposed issue is not made within six

months from the date of this letter.

3.

4.

5.

1 Complete definitions of the ratings assign ww.careratinas.com and in other CARE publications.--------- -Pago lofB

CORPORATE OFFICE: 4 Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (E), Mumbai - 400 022.Tel.:+91-22-6754 3456 . Fax:+91-22-6754 3457 Email: [email protected] . www.careratings.com

A Wing -1102/ 1103, Kanakia Wall Street, Andheri Kurla Road, Chakala, Andheri (E), Mumbai - 400 093

Tel:+91-22-6837 4400


http://www.careratings.com

6. Please inform us the below-mentioned details of issue immediately, but not later than 7 days from

the date of placing the instrument:

Terms of Redemption

Redemptiondate

Name and contact details of Debenture

Trustee

Details of top 10

investors

Instrumenttype

ISIN CouponRate

CouponPayment

Dates

Issue Size

(Rs cr)

7. CARE reserves the right to undertake a surveillance/review of the rating from time to time, based

on circumstances warranting such review, subject to at least one such review/surveillance every

year.

8. CARE reserves the right to revise/reaffirm/withdraw the rating assigned as also revise the outlook,

as a result of periodic review/surveillance, based on any event or information which in the opinion

of CARE warrants such an action. In the event of failure on the part of the entity to furnish such

information, material or clarifications as may be required by CARE so as to enable it to carry out

continuous monitoring of the rating of the debt instruments, CARE shall carry out the review on the

basis of best available information throughout the life time of such instruments. In such cases the

credit rating symbol shall be accompanied by "ISSUER NOT COOPERATING". CARE shall also be

entitled to publicize/disseminate all the afore-mentioned rating actions in any manner considered

appropriate by it, without reference to you.

9. Our ratings do not factor in any rating related trigger clauses as per the terms of the

facility/instrument, which may involve acceleration of payments in case of rating downgrades.

However, if any such clauses are introduced and if triggered, the ratings may see volatility and

sharp downgrades.

10. Users of this rating may kindly refer our website www.careratinRS.com for latest update on the

outstanding rating.

11. CARE ratings are not recommendations to buy, sell, or hold any securities.

If you need any clarification, you are welcome to approach us in this regard.

Thanking you,Yours faithfully,

MurkuteAssociate Director

raiashree.murkute(5)careratinRS.com

RRitika ShahAnalystritika.shah(a)careratinRs.com

CARE

A Wing - 1102 / 1103, Kanakia Wall Street, Andheri Kurla Road, Chakala, Andheri (E), Mumbai - 400 093Tel:+91-22-6837 4400

http://www.careratinRS.com

DisclaimerCARE's ratings are opinions on the likelihood of timely payment of the obligations under the rated instrument and are not recommendations to sanction, renew, disburse or recall the concerned bank facilities or to buy, sell or hold any security. CARE's ratings do not convey suitability or price for the investor. CARE's ratings do not constitute an audit on the rated entity. CARE has based its ratings/outlooks on information obtained from sources believed by it to be accurate and reliable. CARE does not, however, guarantee the accuracy, adequacy or completeness of any information and is not responsible for any errors or omissions or for the results obtained from the use of such information. Most entities whose bank facilities/instruments are rated by CARE have paid a credit rating fee, based on the amount and type of bank facilities/instruments. CARE or its subsidiaries/associates may also have other commercial transactions with the entity. In case of partnership/proprietary concerns, the rating /outlook assigned by CARE is, inter-alia, based on the capital deployed by the partners/proprietor and the financial strength of the firm at present. The rating/outlook may undergo change in case of withdrawal of capital or the unsecured loans brought in by the partners/proprietor in addition to the financial performance and other relevant factors. CARE is not responsible for any errors and states that it has no financial liability whatsoever to the users of CARE's rating.Our ratings do not factor in any rating related trigger clauses as per the terms of the facility/instrument, which may involve acceleration of payments in case of rating downgrades. However, if any such clauses are introduced and if triggered, the ratings may see volatility and sharp downgrades._____________________________________________

CARE RM§«?L.9J.3A Wing - 1102/ 1103, Kanakia Wail Street, Andheri Kurla Road, Chakala, Andheri (E), Mumbai - 400 093

Tel:+91-22-6837 4400

Professional Risk Opinion

No. CARE/HO/RL/2019-20/3417

Mr. Venkatesh GopalkrishnanJoyville Shapoorji Housing Private LimitedS P Centre, 41/44 Minoo Desai Marg Colaba, Mumbai-400005

November 21, 2019Confidential

Dear Sir,

Credit rating for Non-Convertible Debentures

Please refer to our rating letter no. CARE/HO/RL/2019-20/2171 dated July 30, 2019 assigning Provisional

CARE A+ (Credit Watch with Negative Implications) [Provisional Single A Plus; Credit Watch with

Negative Implications] to the aforesaid non-convertible debentures.

2. We are now in receipt of the following documents:

Amendment to Debenture Trust Deed dated July 23, 2019 PAS-IV dated July 30,2019

Placement offer of Tranche VII of NCDs aggregating Rs.68 crore Board Resolution for allotment of Tranche VII of NCDs dated August 13, 2019

3. Pursuant to the receipt of the above documents and fulfillment of other conditions, we hereby

confirm the following rating(s):

a.b.

c.

d.

Amount (Rs. crore)

Rating1Instruments Rating Action

CARE A+[Single A Plus]

Under credit watch with Negative Implications

Non-Convertible Debentures (NCDs)- Series- A

Continues to be under credit watch with negative implications

215.03

Revised from Provisional CARE A+ [Provisional Single A Plus]; Credit watch with Negative implications and final rating assigned



NCDs- Series- A 20.40




NCDs- Series- B 501.85

Revised from Provisional CARE A+ [Provisional Single A Plus]; Credit watch with Negative implications


Under credit watch withNCDs- Series- B 47.60

'Complete definition of the ratings assigned aie available at www.careratinas.com and other CARE publicationsPage 1 of 13

CARE Ratings Limited(Formerly known as Credit Analysis & Research Limited)

Kanakia Wall street Andheri, A wing 1102/1103, Andheri Kurla Road, Chakala Andheri (E) Mumbai - 400093 Tel.:+91-22-6837 4400 . www.careratings.com . CIN-L67190MH1993PLC071691

http://www.careratinas.com


Amount (Rs. crore)

Rating1 Rating ActionInstruments

and final rating assignedNegative ImplicationsSub-Total 784.93

Provisional CARE A+ [Provisional Single A

Plus]Under credit watch with

Negative Implications


Proposed NCDs- Series- A

124.52

Provisional CARE A+ [Provisional Single A

Plus]Under credit watch with



Proposed Series- B

NCDs- 290.55

Sub- Total 415.07Rupees 1200.00 crore (One Thousand Two Hundred crore only)Total

The rationale for the rating will be communicated to you separately. A write-up (press release) on

the above rating is proposed to be issued to the press shortly, a draft of which is enclosed for your

perusal as Annexure. We request you to peruse the annexed document and offer your comments if

any. We are doing this as a matter of courtesy to our clients and with a view to ensure that no

factual inaccuracies have inadvertently crept in. Kindly revert as early as possible. In any case, if we

do not hear from you by November 22, 2019, we will proceed on the basis that you have no any

comments to offer.

2.

CARE reserves the right to revise/reaffirm/withdraw the rating assigned as also revise the outlook,

as a result of periodic review/surveillance, based on any event or information which in the opinion

of CARE warrants such an action. In the event of failure on the part of the entity to furnish such

information, material or clarifications as may be required by CARE so as to enable it to carry out

continuous monitoring of the rating of the debt instruments, CARE shall carry out the review on the

basis of best available information throughout the life time of such instruments. In such cases the

credit rating symbol shall be accompanied by "ISSUER NOT COOPERATING". CARE shall also be

entitled to publicize/disseminate all the afore-mentioned rating actions in any manner considered

appropriate by it, without reference to you.

4.

All other terms and conditions contained in our rating letter no. CARE/HO/RL/2019-20/2171 dated

July 30, 2019 would remain the same.

5.

CARE R8m<§2iqfrZhd(Formerly known as Credit Analysis & Research Limited)



If you need any clarification, you are welcome to approach us in this regard.

Thanking you,Yours faithfully,

Rajashree MurkuteAssociate Director

rajashree. murkute(5)ca reratings.com

Ritika ShahAnalystritika.shah (Scareratings.com

Enel, as above

DisclaimerCARE's ratings are opinions on the likelihood of timely payment of the obligations under the rated instrument and are not recommendations to sanction, renew, disburse or recall the concerned bank facilities or to buy, sell or hold any security. CARE's ratings do not convey suitability or price for the investor. CARE's ratings do not constitute an audit on the rated entity. CARE has based its ratings/outlooks on information obtained from sources believed by it to be accurate and reliable. CARE does not, however, guarantee the accuracy, adequacy or completeness of any information and is not responsible for any errors or omissions or for the results obtained from the use of such information. Most entities whose bank facilities/instruments are rated by CARE have paid a credit rating fee, based on the amount and type of bank facilities/instruments. CARE or its subsidiaries/associates may also have other commercial transactions with the entity. In case of partnership/proprietary concerns, the rating /outlook assigned by CARE is, inter-alia, based on the capital deployed by the partners/proprietor and the financial strength of the firm at present. The rating/outlook may undergo change in case of withdrawal of capital or the unsecured loans brought in by the partners/proprietor in addition to the financial performance and other relevant factors. CARE is not responsible for any errors and states that it has no financial liability whatsoever to the users of CARE's rating.

Our ratings do not factor in any rating related trigger clauses as per the terms of the facility/instrument, which may involve acceleration of payments in case of rating downgrades. However, if any such clauses are introduced and if triggered, the ratings may see volatility and sharp downgrades.___________________________________________

CARE RfciB^LQtafed(Formerly known as Credit Analysis & Research Limited)



Annexure Press Release

Joyville Shapoorji Housing Private LimitedRatings

Amount (Rs. crore)

Rating1 Rating ActionFacilities



Non-Convertible Debentures (NCDs)- Series-

Continues to be under credit watch with negative implications215.08

A




NCDs- Series- A@ 20.40




NCDs- Series- B 501.85




NCDs- Series- B@ 47.60

Sub-Total 784.93Provisional CARE A+

[Provisional Single A Plus] Under credit watch with



Proposed NCDs- Series- A 124.52

Provisional CARE A+ [Provisional Single A Plus] Under credit watch with


Continues to be under credit watch with negative implicationsProposed NCDs- Series- B 290.55

Sub- Total 415.07Rupees 1200.00 crore (One Thousand Two Hundred crore only)Total

Details of instruments/facilities in Annexure-1

A Series A subscribed by sponsor and Series B subscribed by Investors Sponsor: Shapoorji Pallonji and Company Private Limited (SPCPL),

Investor: ACTIS Place Holdings No.2 (Singapore) Private Limited (ACTIS) [formerly Standard Chartered Real Estate Investment (Singapore) III Private Limited], International Finance Corporation (IFC), Asian Development Bank (ADB) (5)The company has submitted the relevant executed documents i.e. Debenture Trustee Agreement, Debenture Trust Deed and Information Memorandum to the satisfaction of CARE basis which the final rating has been

assigned to latest tranche.’The rating is 'provisional' and will be confirmed once the company submits the following documents to the satisfaction of CARE

1) Executed version of agreements/documents such as Debenture Trust Deed,

2) Information Memorandum, Debenture Subscription Agreement etc.

Detailed Rationale & Key Rating DriversThe ratings assigned to the Non-Convertible Debentures (NCDs) of Joyville Shapoorji Housing Private Limited (JSHPL) continue to be under 'Credit Watch with Negative Implications' on account of the variation in the credit

'Complete definition of the ratings assigned are available at www.careratinas.com and other CARE publications

CARE(Formerly known as Credit Analysis & Research Limited)


http://www.careratinas.com


profile of the sponsor/developer i.e. Shapoorji Pallonji and Company Private Limited (SPCPL) and the weak outlook on real estate sector in near to medium term. Further, JSHPL's operating cash flows for past two years have been significantly lower than initial estimates.The ratings continue to derive strength from the experience of developer cum sponsor i.e. SPCPL (Rated 'CARE AA-; under Credit Watch with Developing Implications/CARE A1+') in real estate market, presence of prominent global financial investors such as International Finance Corporation (IFC), Asian Development Bank (ADB) and ACTIS Place Holdings No. 1 and No.2 (Singapore) Private Limited (ACTIS), who through its affiliates, identify, invest and monitor the projects in urban affordable housing segment. Moreover, the funding tie-up for the purchase of land from the sponsors and prominent investors and identification of majority of the development area for the planned projects are credit positive.In addition, ratings assigned to the proposed/outstanding Non-Convertible Debentures (NCDs) of JSHPL also derives strength from the flexibility in NCD terms associated with the redemption along with accrued coupon subject to the availability of distributable amount at the end of 8.5 years from first date of allotment of NCDs (First Allotment Date is November 17, 2015) and the in-built provision to automatically to extend the tenure of outstanding NCDs by another five years along with accrued coupon provides a longer timeframe for the project to generate envisaged cash flows.The above strengths are, however, tempered by nascent stage of the underlying projects, lower than expected progress in project launch and consequent sales, requirement of multi-stage approvals & clearances, moderate marketing risk and sales momentum combined with high reliance on the customer advances to fund the project.

Rating SensitivitiesPositive Factors• Generation of positive cash flow from operations, earlier than envisaged Negative Factors• Inability to launch, execute and monetize the projects within the envisaged time and cost• Negative variation in the credit profile of the sponsor, SPCPL

Detailed description of the key rating drivers Key Rating StrengthsExperienced sponsor/developer Shapoorji Pallonji and Company Private Limited (SPCPL): JSHPL primarily is the investment vehicle and has appointed SPCPL as the Development and Marketing Manager (DMM) for each of the Projects. SPCPL executes suitable agreements with JSHPL for each project, in a form and manner agreed by the Investors, as required by the Investors or their advisors, which governs the rendering of all management services provided by the DMM (SPCPL) to JSHPL. SPCPL, in its capacity as a DMM, is primarily responsible for all aspects of the Projects, including but not limited to planning, designing, securing approvals, budgeting, arranging finance, tendering, procurement, monitoring construction, branding, marketing, sales and customer relationship, commissioning and handover of the Projects. SPCPL act as construction Manager and is liable for the completion of the construction related activities.SPCPL is the holding-cum-operating company of the Shapoorji Pallonji group (refers to companies ultimately held by Mr. Shapoor P. Mistry and Mr. Cyrus P. Mistry), is one of the leading construction companies of India. SPCPL is equally held by Mr. Shapoor P. Mistry and Mr. Cyrus P. Mistry through the group's investment companies. The Shapoorji Pallonji group is an extensive conglomerate with business interests in several sectors such as real estate, coal mining, power, ports, roads, biofuels & agriculture, shipping & logistics, consumer products, textiles etc. Although credit profile of sponsor/developer i.e. SPCPL remains strong, the ratings have been revised to 'CARE AA-; placed under Credit Watch with Developing Implications/CARE A1+' from 'CARE AA; placed under Credit Watch with Developing Implications/CARE A1+' owing to delay in company's progress in meeting the milestones conveyed at the time of last review. The lower than envisaged reduction in its debt levels which is attributed to delay in asset monetization plans and continued financial support extended to its various group entities are the prominent reasons for revision in the ratings.


Kanakia Wall street Andheri, A wing 1102/1103, Andheri Kurla Road, Chakala Andheri (E) Mumbai - 400093 Tel.:+91-22-6837 4400 • www.careratings.com • CIN-L67190MH1993PLC071691


However, the management of SPCPL has reiterated its commitment to pare its corporate guaranteed backed debt level and improve liquidity in the system through monetization of assets through sale of land bank and proceed from Initial Public offering of Sterling and Wilson (Solar) India limited during FY19-20. As a result, SPCPL's ratings continue to be on rating watch with developing Implication.The credit positives for SPCPL are predominantly derived from it being part of resourceful Shapoorji Pallonji group (SP group, refers to companies ultimately held by Mr. Shapoor P Mistry and Mr. Cyrus P Mistry), proven track record in the construction, infrastructure & real estate business, improvement in its operating performance during FY2018-19 (Estimated) combined with its well diversified order book position which gives healthy medium term revenue visibility. Moreover, Shapoorji Pallonji group investments in subsidiaries, land parcels held by SP group (few of which are put-up for monetisation) and investments such as the 18.37% stake held in Tata Sons Limited. (TSL, holding company of the Tata Group) held by the promoters continue to impart substantial financial flexibility to the group. Basis discussions with the promoters and the management of the company, CARE believes liquidity of the investments continues to remain strong.Further, with robust order book and execution of the same during FY19, total operating income of SPCPL on a standalone basis, registered growth of about 31% to Rs.12,631 crore in FY19 from about Rs.9,645 crore in FY18. However, SPCPL's profitability margins marginally declined by 15 bps to 11.49% during FY19 as against 11.64% during FY18. PAT Margins declined by 98 bps to 2.56% in FY19 from 3.54% in FY18.

Prominent multilateral organizations as partner investors:International Finance Corporation (IFC): IFC, a member of the World Bank, is the largest global development institution focused exclusively on the private sector in developing countries. IFC utilizes and leverages its products and services- as well as products and services of other institutions in the World Bank Group—to provide development solutions customized to meet clients' needs. IFC applies its financial resources, technical expertise, global experience, to help their partners overcome financial, operational, and political challenges. IFC is also a leading mobilizer of third-party resources for its projects to engage in difficult environments and crowding-in private finance.The rationale behind the investment in JSHPL by IFC is to increase in affordable housing supply, employment generation, enhanced supply linkage. The role and responsibility of IFC in JSHPL would be to provide long tenor financing for the projects to be implemented.

Asian Development Bank (ADB): Since its formation in 1966, ADB has been driven by an inspiration and dedication to improving people's lives in Asia and the Pacific. By targeting its investments wisely, in partnership with developing member countries and other stakeholders, ADB is focused on sharing benefits of sustained and inclusive growth. Whether be through investment in infrastructure, health care services, financial and public administration systems or helping nations prepare for the impact of climate change or better manage their natural resources, ADB is committed to helping developing member countries. The main devices for assistance are loans, grants, policy dialogue, technical assistance and equity investments.

ACTIS Place Holdings No. 1 and No.2 (Singapore) Private Limited (ACTIS) [formerly Standard Chartered Real Estate Investment (Singapore) II and III Private Limited, respectively): Founded in 2004, ACTIS is a private equity entity with focus on markets across Africa, Asia and Latin America. Since inception ACTIS has raised United States of America Dollar (USD) 14 billion and completed over 200 transactions. As on March 31, 2017, the portfolio comprises of investment in Real estate, Industrial, healthcare, Consumer, Energy and financial service sectors. During September 2018, ACTIS through ACTIS Place holdings No.l (Singapore) Private Limited and ACTIS Place holdings No.2 (Singapore) Private Limited has taken over the share of Standard Chartered Real Estate II (SCRE II) fund and Standard Chartered Real Estate III (SCRE III) fund, respectively, in JSHPL.JSHPL has representation from SPCPL, ACTIS and Asian Development bank on the board through its affiliates, which identifies monitors and approves all the investments in the projects being executed by the company.


Kanakia Wall street Andheri, A wing 1102/1103, Andheri Kurla Road, Chakala Andheri (E) Mumbai - 400093 Tel.:+91-22-6837 4400 • www.careratings.com • CIN-L67190MH1993PLC071691


Funding tie-up for the land bank to be purchased: JSHPL was to receive the investment aggregating Rs. 1,240 crore (~USD 200 million) in the form of equity/CCDs around Rs.65 crore (~USD 10 million) and NCD amounting to Rs.1,175 crore (~USD 190 million) from these marquee investors and SPCPL. Till September 30, 2019, JHSPL has received NCDs amounting to Rs.784.94 crore (Marquee investors: Rs.549.45 crore; SPCPL: Rs.235.48 crore) and equity/CCDs amounting to Rs.29.67 crore (Marquee investors: Rs.15.28 crore; SPCPL: Rs.14.39 crore). These funds are primarily used for pre-development expenses which include purchase of land and part of marketing expenses.

Structured payment mechanism for NCDs: The entire structuring of the instruments are aimed to ensure a kind of preference to the NCDs subscribed by the Investors over the NCDs subscribed by the Sponsors/investors, which in turn are subordinated to the senior debt availed/proposed to be availed by JSHPL. The redemption of NCDs shall be carried out through waterfall mechanism elaborated under an order of distribution. The order of distribution is structured to ensure that the investors are able to receive back their principal and a pre-determined Internal Rate of Return (IRR) on their investment.The distribution is to be monitored by the Distribution Committee comprising of shareholders. The distributable amount shall be the amount arrived after deducting expenses for the next 6 months and amount for senior debt servicing for next 6 months from the sale proceeds, receivables, etc.Further as per the terms of the instrument there are no scheduled repayment or coupon payment as a result of which, probability of default does not arise till the redemption period of 8.5 years (FY2023-24). The flexibility of extension by 5 years i.e. till 13 years from first date of allotment of debentures translates into extension of repayment upto FY2028-29.Thus, these in-built provisions to extend the tenure of outstanding NCDs by another five years provides substantial cushion for JSHPL in the form of longer time frame for project execution and subsequent monetization which act as a major credit comfort.

Majority of development area being identified for the planned projects: As per the current plans, JSHPL is in process of developing a total saleable area of 96 Isf (~56 % of total area) across Kolkata, Virar, Gurgaon and Pune (Hinjewadi). Furthermore, JSHPL has plans to develop additional ~73 Isf across cities such as Bangalore, Hyderabad and Pune (Manjri project, for which term sheet has been signed).

Low execution risk owing to contractual arrangement with SPCPL: The key challenges for JSHPL are identification of land and receipt of timely approvals for the underlying projects. However, the associated execution risk is perceived low, as it can be mitigated to large extent through the appointment of SPCPL for providing acquisition assistance services. The vast experience of SP group which operates across India is likely to benefit JSHPL in the identification and negotiations for land acquisition. Besides, the arrangement with the three prominent investors ensures, that all proposed projects are necessarily scrutinised and approved by them before any investment is made towards a specific project. This reinforces the stringent operating framework for JSHPL thereby restricting investments towards unviable, non-compliant or risky projects.

Moderate marketing risk and sales momentum: All the projects primarily comprise of residential units of 1, 2 and 3 BHK, units for affordable housing and club house which are being constructed in phases. The average unit size for 1, 2, 3 BHK and EWS is around 600, 1000, 1300 and 300 sq. ft. respectively. JSHPL will design and plan each of the Projects such that it is able to sell the housing units in the price range of Rs. 15 - 60 lakhs per unit, with the exception of Mumbai Metropolitan Region (MMR), where the JSHPL shall keep the price within the maximum ticket size for residential units of Rs. 85 lakhs.Out of the eight projects with total saleable area of 168 Isf to be developed, JSHPL has launched four projects with salable area of 96.3 Isf as on September 30, 2019. For the same JSHPL has received bookings for 24.96 Isf (~26% of total saleable area of the 4 projects) with total sales value of Rs.1355 crore. In one of its key projects at Gurugram, JSHPL had launched two phases in January 2019 & July 2019 and 70% of the launched inventory aggregating to an order book value of Rs.650 crore has already been sold (with a receipt of 20% of the book value) in a period of 8




months from project launch. JSHPL has also procured all requisite approvals for the Gurugram project within 6 months from date of acquisition. JSHPL is also in process of adding and launching additional projects over next few months. Continued favourable performance as demonstrated in its Gurugram project, may enhance JSHPL's revenue visibility for coming years.

Key Rating WeaknessesSlowdown in real estate: The Indian real estate sector has a weak outlook on account of a negative market sentiment reflected in inadequate sales growth. Further, for JSHPL, the real estate sales have slackened and the growth pace has been slower than estimated since FY16 levels. Resultantly it has been unable to meet the timelines of earning positive distributable cash flows as per original and revised business plan submitted to CARE at various points of time. Notwithstanding continued thrust from the government in the form of various incentives being extended to affordable housing segment, the outlook of the real estate sector and affordable housing in particular, is grim. CARE believes any further deviation in JSHPL's project launch timelines and ramping up sales growth thereafter, shall impact its distributable cash flows and consequently diminish the credit strength.

High reliance on customer advances for financing of the projects: JSHPL proposes to develop around 168 lakh Square Feet (Isf) across cities such as Howrah (Kolkata), Mumbai, Pune, Gurgaon, etc. JSHPL may adopt joint development / outright purchase model for acquiring land depending on individual project specifications which needs to be approved by Investors. The primary focus is on the outright purchase of land.The current and the proposed projects are primarily built for the consumption of the affordable housing segment and/would comprise of 1, 2 and 3 BHK residential units. The projects are largely (around 80%) to be funded from the customer advances and are to be developed over 8 years. Notwithstanding the fact the targeted customers would be the one that have access to bank /formal financing, the large reliance on customer advances constitutes a credit weakness. Besides, timely collection from the area sold, no cancellations and ability to achieve new sales shall remain crucial.However, the financing agreement requires the investors / sponsors to commit an amount upto USD 50 mn (i.e. ~Rs.350 crore) as an additional funding gap in case of shortfall from other sources of finance or to meet shortfalls in construction funding and /or debt servicing.

Requirement of multi-stage approvals & clearances: All 4 projects under construction have received all the requisite approvals. However, MoEF approval for Plot 2 of Pune project shall be taken once the project is launched.

Liquidity:Liquidity: Adequate -JSHP is a project stage company and majority funding related to pre-development expenses is provided by the marquee investors and sponsor in the form of Non-Convertible Debentures and Compulsorily Convertible Debentures (recorded as other equity). Further, the repayments of NCDs (having a pay when able structure) are not due until 8.5 years (i.e. FY2023-24) from date of First Allotment, with a permissible extension of 5 years, which would then lead to scheduled repayments to fall due in FY2028-29. Further, repayments of bank facilities commence from FY22.As on September 30, 2019, liquidity is available in the form of average unutilized working capital limits to the tune of 76% (amounting to Rs.79.72 crore) and a DSRA balance of Rs.5.11 crore in the form of fixed deposits with RBL and Induslnd Bank.

Analytical approach:The assessment of the ratings of the NCDs / Proposed NCDs is based on the strong profile of the investors and sponsors along with the strength of the Structured Payment Mechanism (SPM) ensuring comfortable terms of coupon and principal repayment of the instruments reducing any probability of delays in the same.The entire structuring is aimed to ensure a kind of subordination of Sponsor's NCD to Investors' NCD which in turn are subordinated to the senior debt proposed to be availed by the company. Further as per the agreed terms there are no scheduled repayment or coupon payment as a result of which, probability of default does not arise till the

CARE Rfi3g£)£U)friltkd(Formerly known as Credit Analysis & Research Limited)



redemption period of 8.5 years (FY2023-24) for the Non-Convertible Debentures. The flexibility of extension by five years i.e. till 13.5 years from first date of allotment of debentures translates into extension of repayment upto FY2028-29 which provides longer time horizon for the project execution and subsequent monetisation. Nonetheless, the assessment is carried out on the base premise of 8.5 years tenor of NCD. However, repayment of bank debt is due in FY22.

The assessment of JSHPL bank facilities is on standalone basis, which factors in the strength of the underlying assets of the real estate project under implementation and the company's ability to generate requisite cash flow and enhance the operations. However, repayment of bank debt commences from FY22.

Applicable CriteriaCARE's Policy on Default RecognitionCriteria on assigning outlook and credit watch to Credit Ratings Rating Methodology - Factoring Linkages in Ratings Financial Ratios - Non-Financial Sector

About the Company

Joyville Shapoorji Housing Private Limited (JSHPL) was originally incorporated on 11th January, 2007 by the sponsor/developer i.e. Shapoorji Pallonji and Company Private Ltd with the name of Drashti Developers Private Limited. The name of the Company was changed from Drashti Developers Private Limited to Joyville Shapoorji Housing Private Limited (JSHPL) with effect from 15th October 2015. The Company is mainly into urban affordable housing segment. In June 2015, JSHPL entered into shareholding arrangement with marquee investors requiring them to subscribe to NCDs of JSHPL. JSHPL was to receive the investment aggregating Rs.1,240 crore (~USD 200 million) in the form of equity/CCDs around Rs.65 crore ("“USD 10 million) and NCD amounting to Rs.1,175 crore (~USD 190 million) from these marquee investors and SPCPL. Till September 30, 2019, JSHPL has received NCDs amounting to Rs.784.94 crore (Marquee investors: Rs.549.45 crore; SPCPL: Rs.235.48 crore) and equity/CCDs amounting to Rs.29.67 crore (Marquee investors: Rs.15.28 crore; SPCPL: Rs.14.39 crore). These funds are primarily used for pre-development expenses which include purchase of land and part of marketing expenses.Shareholding of JSHPL:

Name of Investor (Equity Share Capital) Shareholding %Shapoorji Pallonji & Company Pvt Ltd -SPCPL 48.50%Actis Place Holdings No.2 (Singapore) Private Limited [formerly Standard Chartered Real Estate Investment (Singapore) III Private Limited] 25.75%IFC - International Finance Corporation 12.875%APB - Asian Development Bank 12.875%TOTAL 100.00%

Covenants of rated instrument / facility: Detailed explanation of covenants of the rated instruments/facilities is given in Annexure-3

Brief Financials (Rs. crore) FY18 (A) FY19 (A)0.99Total operating income 7.61

-30.37PBILDT -5.0634.90-7.01PAT

Overall gearing (times) NM NM

Interest coverage (times) NMNM

A: Audited; NM: Not Meaningful; Note: Financials have been classified as per CARE's internal standards

Status of non-cooperation with previous CRA: Not Applicable

Any other information: Not Applicable

CARE RgfJg^Slafritfed(Formerly known as Credit Analysis & Research Limited)



Rating History for last three years: Please refer Annexure-2

Annexure-1: Details of InstrumentsRating assigned along with Rating Outlook

Size of the Issue

(Rs. crore)

Date of Issuance

MaturityDate

CouponRate

Name of the Instrument

ISIN

Provisional CARE A+ (Under Credit watch with Negative Implications)

124.528.5 years10%Debentures-NonConvertibleDebentures

Provisional CARE A+ (Under Credit watch with Negative Implications)

290.5510% 8.5 yearsDebentures-NonConvertibleDebentures

November 18, 2015 48.00INE373S08010December 4, 2015 16.50INE373S08036

CARE A+ (Under Credit watch with Negative Implications)

Debentures-NonConvertibleDebentures

January 21, 2016 25.34INE373S08051July 4, 2018 10% 8.5 years 45.30INE373S08150

July 19, 2018 17.54INE373S08176November 20, 2018 62.40INE373S08234

INE373S08275 August 13, 2019 20.40INE373S08028 November 18, 2015 112.00INE373S08044 December 4, 2015 38.50INE373S08069 January 21, 2016 59.12 CARE A+ (Under

Credit watch with Negative Implications)


July 4, 2018INE373S08168 105.7010% 8.5 years

INE373S08184 July 19, 2018 40.93INE373S08242 November 20, 2018 109.20

36.40INE373S08259 November 20, 2018INE373S08267 47.60August 13, 2019

Annexure-2: Rating History of last three yearsRating historyName of the

Instrument/ Bank

Facilities

Current RatingsSr.Date(s) & Rating(s)

assigned in 2016-2017

Date(s) & Rating(s) assigned in 2018-

2019

Date(s) & Rating(s)


Date(s) & Rating(s)


No. RatingType Amount Outstanding

(Rs. crore)

l)Provisio nal CARE AA; Stable (08-Jan-

l)Provisional CARE AA (28-Oct-16)

l)Provisional CARE A+(UnderCreditwatch withNegativeImplications

1) Provisional CARE AA- (Under Credit watch with Developing Implications) (28-Dec-18)2) Provisional CARE AA- (Under Credit watch with Developing Implications) (14-Dec-18)3) Provisional


124.52 Provision al CARE

LT1.

A+(UnderCreditwatchwithNegativeImplicatio

18)2)Provisio nal CARE AA; Stable (14-Apr-(30-Jul-19)17)ns)

care(Formerly known as Credit Analysis & Research Limited)

Kanakia Wall street Andheri, A wing 1102/1103, Andheri Kurla Road, Chakala Andheri (E) Mumbai - 400093 Tel.:+91-22-6837 4400 • www.careratings.com . CIN-L67190MH1993PLC071691


Rating historyName of the Instrument/

Bank Facilities

Current RatingsSr.Date(s) & Rating(s)



2019

Date(s) & Rating(s)


Date(s) & Rating(s)



(Rs.crore)

CARE AA; Stable (23-Aug-18) 4)Provisional CARE AA; Stable (17-Jul-18)


l)Provisional CARE A+(UnderCreditwatch withNegativeImplications

IjProvisional CARE AA- (Under Credit watch with Developing Implications) (28-Dec-18)2) Provisional CARE AA- (Under Credit watch with Developing Implications) (14-Dec-18)3) Provisional CARE AA; Stable (23-Aug-18)4) Provisional CARE AA; Stable (17-Jul-18)

l)Provisio nal CARE AA; Stable (08-Jan-

l)Provisional CARE AA (28-OCM6)

Provision al CARE

2. LT 290.55

A+(UnderCreditwatchwithNegativeImplicatio

18)2)Provisio nal CARE AA; Stable (14-Apr-(30-Jul-19)

ns) 17)

1)CARE AA; Stable (08-Jan-

1)CARE AA (28-0ct-16)


1)CARE A+(UnderCreditwatch withNegativeImplications

1)CARE AA- (Under Credit watch with

3 LT 235.48 CARE A+(UnderCreditwatchwithNegativeImplicatio

18)DevelopingImplications)(28-Dec-18)2) CARE AA- (Under Credit watch with Developing Implications) (14-Dec-18)3) CARE AA; Stable (23-Aug-18)4) CARE AA; Stable (17-Jul-18)

2)CARE AA; Stable (14-Apr-

(30-Jul-19) 17)ns)

1)CARE AA (28-OCM6)

1) CARE AA- (Under Credit watch with Developing Implications) (28-Dec-18)2) CARE AA-

1)CARE AA; Stable (08-Jan-

1)CARE A+(UnderCreditwatch withNegativeImplications


549.45 CARE A+(UnderCreditwatchwithNegativeImplicatio

4. LT

18)2)CARE AA; Stable (14-Apr-

CARE FRagtfg«.&fited(Formerly known as Credit Analysis & Research Limited)



Rating historyCurrent Rating^Name of the Instrument/

Bank Facilities

Sr.Date(s) & Rating(s)



2019

Date(s) & Rating(s)


Date(s) & Rating(s)



(Rs. crore)

17)(30-Jul-19) (Under Credit watch with Developing Implications) (14-Dec-18)3) CARE AA; Stable (23-Aug-18)4) CARE AA; Stable (17-Jul-18)

ns)

CommercialPaper

5. ST l)Withdrawn(26-Dec-18)

1)CARE A1+ (SO) (08-Jan-18)2) CARE A1+ (SO) (21-Jul-17)3) Provisio nal CARE A1+ (SO) (14-Apr-17)

6. CommercialPaper

ST l)Withdrawn(26-Dec-18)

1)CARE A1+ (SO) (08-Jan-18)2)CARE A1+ (SO) (14-Apr-17)

Fund-based - LT-Term Loan

1)CARE 1)CARE BBB+;Stable(28-Dec-18)

7. 375.00LT CAREBBB;Negative

BBB;Negative(07-Oct-19)2)CAREBBB;Negative(30-Jul-19)

Annexure-3: Detailed explanation of covenants of the rated instrument / facilitiesName of the Instrument Detailed explanation

A. Financial covenantsMinimum security cover of l.SOx to be maintained throughout the tenure of the facility

I. Security cover

Minimum receivable cover of 1.75x to be maintained throughout the tenureII. Receivable coverB. Non-financial covenants

No change in shareholding of SPCPL in the borrower without prior consent of the bank and SPCPL to remain promoter throughout the tenure. The

I. Ownership

CARE R^ag^gM-Bfiik^d(Formerly known as Credit Analysis & Research Limited)



Detailed explanationName of the Instrumentborrower shall also not pledge shares held by the promoters beyond 10% of the holdings for raising any loan/securitizing any loans or advances availed or to be availed by them from any bank/FI/lender.

Note on complexity levels of the rated instrument: CARE has classified Instruments rated by it on the basis of complexity. This classification is available at www.careratings.com. Investors/market intermediaries/regulators or others are welcome to write to [email protected] for any clarifications.

Contact us

Media Contact

Mradul MishraContact no. - +91-22-6837 4424Email ID - mradul.mishra(5)careratings.com

Analyst Contact

Group Head Name - Rajashree MurkuteGroup Head Contact no.- 022-6837 4474Group Head Email ID- rajashree.murkute(Scareratings.com

Relationship ContactName: Meenal SikchiContact no. : 022-6754 3455Email ID : meenal.sikchi(S>careratmgs.com

About CARE Ratings:CARE Ratings commenced operations in April 1993 and over two decades, it has established itself as one of the leading credit rating agencies in India. CARE is registered with the Securities and Exchange Board of India (SEBI) and also recognized as an External Credit Assessment Institution (ECAI) by the Reserve Bank of India (RBI). CARE Ratings is proud of its rightful place in the Indian capital market built around investor confidence. CARE Ratings provides the entire spectrum of credit rating that helps the corporates to raise capital for their various requirements and assists the investors to form an informed investment decision based on the credit risk and their own risk-return expectations. Our rating and grading service offerings leverage our domain and analytical expertise backed by the methodologies congruent with the international best practices.

DisclaimerCARE's ratings are opinions on the likelihood of timely payment of the obligations under the rated instrument and are not recommendations to sanction, renew, disburse or recall the concerned bank facilities or to buy, sell or hold any security. CARE's ratings do not convey suitability or price for the investor. CARE's ratings do not constitute an audit on the rated entity. CARE has based its ratings/outlooks on information obtained from sources believed by it to be accurate and reliable. CARE does not, however, guarantee the accuracy, adequacy or completeness of any information and is not responsible for any errors or omissions or for the results obtained from the use of such information. Most entities whose bank facilities/instruments are rated by CARE have paid a credit rating fee, based on the amount and type of bank facilities/instruments. CARE or its subsidiaries/associates may also have other commercial transactions with the entity. In case of partnership/proprietary concerns, the rating /outlook assigned by CARE is, inter-alia, based on the capital deployed by the partners/proprietor and the financial strength of the firm at present. The rating/outlook may undergo change in case of withdrawal of capital or the unsecured loans brought in by the partners/proprietor in addition to the financial performance and other relevant factors. CARE is not responsible for any errors and states that it has no financial liability whatsoever to the users of CARE's rating. Our ratings do not factor in any rating related trigger clauses as per the terms of the facility/instrument, which may involve acceleration of payments in case of rating downgrades. However, if any such clauses are introduced and if triggered, the ratings may see volatility and sharp downgrades.________________________________________________

**For detailed Rationale Report and subscription information, please contact us at www.careratings.com

CARE Rftagfgkltjfilid(Formerly known as Credit Analysis & Research Limited)

Kanakia Wall street Andheri.Awing 1102/1103, Andheri KurlaRoad, Chakala Andheri (E) Mumbai - 400093 Tel.:+91-22-6837 4400 . www.careratings.com . CIN-L67190MH1993PLC071691





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