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Term Registered Office Saleable Area Subsidiaries Description The registered office of our Company located at L - 4, Green Park Extension, New Delhi 110 016, India Refers to the part of the Developable Area relating to our economic interest in such property Subsidiaries of our Company as referred to in ―History and Certain Corporate Matters‖ on page 122 Issue Related Terms Term Allotment/Allot Description The allotment of Equity Shares pursuant to this Issue to the successful Bidders ASBA Bid cum Application Form ASBA Bidder ASBA / Application Supported by Blocked Amount ASBA Public Issue Account Allottee Anchor Investor Anchor Investor Issue Price Anchor Investor Margin Amount Anchor Investor Portion Anchor Investor Bidding Date BRLMs/ Book Running Lead Managers Banker(s) to the Issue Bid Bid Amount Bid Closing Date Bid Opening Date Bid cum Application Form The form, whether physical or electronic, used by an ASBA Bidder to make a Bid, which will be considered as the application for Allotment for the purposes of the Red Herring Prospectus and the Prospectus Any Resident Retail Individual Bidder who intends to apply through ASBA and (i) is bidding at Cut-off Price, with a single option as to the number of Equity Shares; (ii) is applying through blocking of funds in a bank account with the SCSB; (iii) has agreed not to revise his/her Bid; and (iv) is not bidding under any of the reserved categories The application (whether physical or electronic) used by a Resident Retail Individual Bidder to make a Bid authorizing the SCSB to block the Bid Amount in his/her specified bank account maintained with the SCSB A bank account of our Company, under Section 73 of the Companies Act where the funds shall be transferred by the SCSBs from the bank accounts of the ASBA Bidders A successful Bidder to whom Equity Shares are being / have been Allotted A Qualified Institutional Buyer, who makes a minimum Bid of Rs. 100 million under the Anchor Investor Portion The final price at which Equity Shares will be issued and Allotted in terms of the Red Herring Prospectus and the Prospectus to the Anchor Investors, which will be a price equal to or higher than the Issue Price but not higher than the Cap Price. The Anchor Investor Issue Price will be decided by our Company in consultation with the BRLMs prior to the Bid Opening Date An amount representing 25% of the Bid Amount payable by Anchor Investors at the time of submission of their Bid Up to 30% of the QIB Portion, equal to a maximum [●] of Equity Shares of the Company to be allocated to Anchor Investors on a discretionary basis, out of which [●] Equity Shares shall be reserved for Mutual Funds The date one day prior to the Bid Opening Date, prior to or after which the Syndicate will not accept any Bids from Anchor Investors JM Financial Consultants Private Limited, Enam Securities Private Limited, J.P. Morgan India Private Limited, Macquarie Capital Advisers (India) Private Limited and Kotak Mahindra Capital Company Limited [●] An indication to make an offer during the Bidding Period by a Bidder, or on the Anchor Investor Bidding Date by an Anchor Investor, pursuant to submission of a Bid cum Application Form to subscribe to our Equity Shares at a price within the Price Band, including all revisions and modifications thereto For the purposes of ASBA Bidders, it means an indication to make an offer during the Bidding Period by a Retail Resident Individual Bidder pursuant to the submission of an ASBA Bid cum Application Form to subscribe to the Equity Shares at Cut-off Price The highest value of the optional Bids indicated in the Bid cum Application Form and payable by a Bidder on submission of a Bid in the Issue Except in relation to Anchor Investors, the date after which the Syndicate and SCSBs will not accept any Bids, which shall be notified in an English national newspaper and a Hindi national newspaper (which is also the regional newspaper), each with wide circulation Except in relation to Anchor Investors, the date on which the Syndicate and SCSBs shall start accepting Bids, which shall be notified in an English national newspaper and a Hindi national newspaper (which is also the regional newspaper), each with wide circulation The form in terms of which the Bidder shall make an offer to purchase Equity Shares and which shall be considered as the application for the issue of Equity Shares 2
Bidder Term Bidding Period Book Building Process Business Day CAN/ Confirmation of Allocation Note Cap Price Controlling Branches of the SCSBs Cut-off Price Designated Branches Designated Date Designated Stock Exchange Draft Red Herring Prospectus Eligible NRI Enam Equity Shares Escrow Account (s) Escrow Agreement Escrow Collection Bank(s) First Bidder Floor Price Green Shoe Lender Green Shoe Option or GSO Description pursuant to the terms of the Red Herring Prospectus and the Prospectus including the ASBA Bid cum Application as may be applicable Any prospective investor who makes a Bid pursuant to the terms of the Red Herring Prospectus and the Bid cum Application Form, including an ASBA Bidder and Anchor Investor The period between the Bid Opening Date and the Bid Closing Date, inclusive of both days during which prospective Bidders (excluding Anchor Investors) can submit their Bids, including any revisions thereof Book building process as provided in Schedule XI of the SEBI ICDR Regulations, in terms of which this Issue is being made Any day other than Saturday and Sunday on which <strong>com</strong>mercial banks in Mumbai, India are open for business Except in relation to Anchor Investors, the note or advice or intimation of allocation of Equity Shares sent to the successful Bidders who have been allocated Equity Shares after discovery of the Issue Price in accordance with the Book Building Process, including any revisions thereof In relation to Anchor Investors, the note or advice or intimation of allocation of Equity Shares sent to the successful Anchor Investors who have been allocated Equity Shares after discovery of the Anchor Investor Issue Price, including any revisions thereof The higher end of the Price Band, above which the Issue Price will not be finalized and above which no Bids will be accepted, including any revisions thereof Such branches of the SCSBs which coordinate with the BRLMs, the Registrar to the Issue and the Stock Exchanges, a list of which is provided on http://www.sebi.gov.in/pmd/scsb.pdf The Issue Price finalized by our Company in consultation with the BRLMs which shall be any price within the Price Band. Only Retail Individual Bidders are entitled to Bid at the Cut-off Price. QIBs (including Anchor Investors) and Non-Institutional Bidders are not entitled to Bid at the Cut-off Price Such branches of the SCSBs which shall collect the ASBA Bid cum Application Form used by ASBA Bidders and a list of which is available on http://www.sebi.gov.in/pmd/scsb.pdf The date on which funds are transferred from the Escrow Account(s) to the Public Issue Account and the amount blocked by the SCSBs are transferred from the bank account of the ASBA Bidders to the ASBA Public Issue Account, as the case may be, after the Prospectus is filed with the RoC, following which the Board of Directors shall Allot Equity Shares to the Allottees NSE This Draft Red Herring Prospectus dated September 25, 2009 filed with SEBI and issued in accordance with Section 60B of the Companies Act, which does not contain <strong>com</strong>plete particulars on the price at which the Equity Shares are offered and the size (in terms of value) of the Issue An Non Resident Indian in a jurisdiction outside India where it is not unlawful to make an offer or invitation under the Issue and in relation to whom the Red Herring Prospectus will constitute an invitation to subscribe for the Equity Shares Enam Securities Private Limited Equity Shares of our Company of Rs. 10 each Account(s) opened with the Escrow Collection Bank(s) for the Issue and in whose favour the Bidder (excluding ASBA Bidders) will issue cheques or drafts in respect of the Bid Amount Agreement to be entered into among our Company, the Registrar, the BRLMs, the Syndicate Members and the Escrow Collection Bank(s) for collection of the Bid Amounts and remitting refunds, if any of the amounts to the Bidders (excluding ASBA Bidders) on the terms and conditions thereof The bank(s)which is a/ are clearing members and registered with SEBI as Bankers to the Issue with whom the Escrow Account will be opened, in this case being [●] The Bidder whose name appears first in the Bid cum Application Form or the Revision Form or the ASBA Bid cum Application Form The lower end of the Price Band, at or above which the Issue Price will be finalized and below which no Bids will be accepted including any revisions thereof Aman Holdings Private Limited An option to allocate Equity Shares in excess of the Equity Shares included in the Issue and operate a post-listing price stabilization mechanism in accordance with Regulation 45 of the ICDR Regulations, which is to be exercised through the 3
Page 1 and 2: Draft Red Herring Prospectus Dated
Page 3: SECTION I: GENERAL DEFINITIONS AND
Page 7 and 8: or QIBs QIB Portion Term Refund Acc
Page 9 and 10: Term Description GoI/Government Gov
Page 11 and 12: FORWARD-LOOKING STATEMENTS This Dra
Page 13 and 14: Each Person has also received a not
Page 15 and 16: esult in forfeiture of Rs. 118.37 m
Page 17 and 18: 9. The real estate industry is unde
Page 19 and 20: we have not reached the stage of fi
Page 21 and 22: We may not be able to successfully
Page 23 and 24: township at Panipat and prepay cert
Page 25 and 26: S.No. Nature of Proceeding Number o
Page 27 and 28: External Risk Factors 39. A reducti
Page 29 and 30: 48. A decline in India's foreign ex
Page 31 and 32: We will have [●] Equity Shares ou
Page 33 and 34: SECTION III: INTRODUCTION SUMMARY O
Page 35 and 36: We maintain a mix of lease and sale
Page 37 and 38: INCOME SUMMARY STATEMENT OF PROFIT
Page 39 and 40: Cash in hand 0.48 2.61 0.32 0.92 6.
Page 41 and 42: CONSOLIDATED SUMMARY STATEMENT OF P
Page 43 and 44: Closing cash and cash Equivalents C
Page 45 and 46: GENERAL INFORMATION Our Company, Am
Page 47 and 48: Investor Grievance Email: investors
Page 49 and 50: Statement of Inter se Allocation of
Page 51 and 52: (b) (c) (d) (e) Book Running Lead M
Page 53 and 54: Our Company reserves the right to r
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proportion of Allotment in the Issu
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10. Fees and Expenses Shares until
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Date of Allotment No. of Equity Sha
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Name of Promoter Mr. Arjun Singh Ge
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(ii) (iii) (iv) (v) intangible asse
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7. None of our Promoters, Promoter
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OBJECTS OF THE ISSUE The objects of
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Details of the Objects 1) Fund the
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Development and construction schedu
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Bank Oriental Bank of Commerce (OBC
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In terms of Regulation 16 of the IC
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c. Industry P/E (i) Highest: 112.90
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STATEMENT OF TAX BENEFITS To The Bo
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Capital Gains arising out of transf
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. Under section 10(38) of the IT Ac
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If only part of the capital gain is
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In recent years however, the real e
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However, the global financial crisi
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Area (m n.sq.ft.) India Place. Thes
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Development Authority (“HUDA”)
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or construction is currently in pro
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home furnishings, a home management
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to maintain our high standards of q
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“Ambience Mall”, Gurgaon (Harya
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(3) Under category (ii) above, purs
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terms of the allotment, our Company
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Category (iv): Lands for which join
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esidential apartments and basements
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“Ambience Island”, Gurgaon (Har
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Office complex, Sector 82/82A, Gurg
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teams interact directly with custom
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Our operations are subject to hazar
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The Transfer of Property Act, 1882
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Urban Development Laws State legisl
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to the final approval, grant of whi
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Year Event 1992 Commenced acquisiti
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1. Ambience Developers and Infrastr
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9. Ambience Farms Private Limited (
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100% of the issued and paid up capi
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capital of Ambience SEZ is Rs. 0.10
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Name, designation, father's name te
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Chartered Accountants of India. He
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specific operational areas. The Boa
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Key Managerial Personnel The detail
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esponsible for the legal affairs, l
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Mr. Arjun Singh Gehlot Mr. Arjun Si
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2. Aman Holdings Private Limited (
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(Rs. in million, unless otherwise s
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S. No. Name of company from which o
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DIVIDEND POLICY Our Company has pai
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(iii) (iv) (v) There are no extraor
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ANNEXURE-I SUMMARY STATEMENT OF ASS
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ANNEXURE-III SUMMARY STATEMENT OF C
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ANNEXURE IV -STATEMENT OF SIGNIFICA
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c. The balance of unearned leave du
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of Deferred Tax for earlier years A
Page 167 and 168:
ANNEXURE-VI SUMMARY STATEMENTS OF I
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ANNEXURE-VII SUMMARY STATEMENTS OF
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ANNEXURE-IX SUMMARY STATEMENT OF LO
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monies credited / deposited therein
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Punjab & Sind Bank ODP Limit To mee
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ANNEXURE-XII SUMMARY STATEMENTS OF
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ANNEXURE-XIV SUMMARY STATEMENTS OF
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ANNEXURE-XVI SUMMARY STATEMENTS OF
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Particulars Weighted average number
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ANNEXURE XX: STATEMENT OF TAX SHELT
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AMBIENCE LIMITED ANNEXURE XXI: STAT
Page 189 and 190:
AMBIENCE LIMITED ANNEXURE XXI: STAT
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120.00 - - - - - 31.75 - - 20.00 -
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- - - 2.25 - - 2.40 - - 2.40 - - -
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(Amount in Millions) For the year e
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Ltd. Ambience Buildcon Pvt.Ltd. - -
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Fineview Realtors Pvt. Ltd. - - 3.4
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Particulars AMBIENCE LIMITED ANNEXU
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S. No. Name of Company Name of Audi
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ANNEXURE-I CONSOLIDATED SUMMARY STA
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Balance in profit and loss account
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Net change in cash and cash equival
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a. The accounts of the company are
Page 213 and 214:
iii). iv). The balance of unearned
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Name of the group company Greenline
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Name of the group company Grandvall
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5. Notes to adjustment & regrouping
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ANNEXURE-V CONSOLIDATED SUMMARY STA
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ANNEXURE-VII CONSOLIDATED SUMMARY S
Page 225 and 226:
ANNEXURE-IX CONSOLIDATED STATEMENTS
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ICICI Bank Term Loan Project Loan f
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Pocket-II, New Delhi owned by Smt.
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UCO Bank Term Loan Project Loan for
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Bank Indai of Property Funded Inter
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ANNEXURE-XII STATEMENTS OF SHARE CA
Page 237 and 238:
ANNEXURE-XIV CONSOLIDATED SUMMARY S
Page 239 and 240:
ANNEXURE-XVI CONSOLIDATED SUMMARY S
Page 241 and 242:
ANNEXURE-XVIII- CONSOLIDATED STATEM
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ANNEXURE-XX CAPITALISATION STATEMEN
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Limited 2007 29 Sara Estates Privat
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ANNEXURE XXI: CONSOLIDATED STATEMEN
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(Face value + 480.00 share premium)
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Nature of Transactions For the year
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Raghubinder Singh & Sons (HUF) - -
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Tax saving on carried forward unabs
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In 2002, ADIPL, which was then owne
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of our projects. Our bookings depen
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Basis of Accounting Our accounts ar
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properties from the date of the reg
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Income from Management, Maintenance
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4,422.05 million in fiscal 2009, a
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in comparison to fiscal 2008. Preli
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Our establishment expenses increase
Page 273 and 274:
Expenditure Our total expenditure i
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construction and development. We ha
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utilisation of mechanical pumps. In
Page 279 and 280:
secured loans as at March 31, 2007
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Market Risks Interest Rate Risk As
Page 283 and 284:
FINANCIAL INDEBTEDNESS Our Company
Page 285 and 286:
Additionally, under the terms of ce
Page 287 and 288:
S. No. Name of Lender Facility Repa
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SECTION VI: LEGAL AND OTHER INFORMA
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furnish the Tax Deductible at Sourc
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payable to them to Rs. 5 million al
Page 295 and 296:
6) Impuls has sent a legal notice d
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(ii) (iii) (iv) (v) (vi) (vii) Suit
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Developers, Mr. Raj Singh Gehlot an
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2) Mr. Sanjay Rustagi has filed a c
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equested for a personal hearing on
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1) Sara Estates has filed a petitio
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club were offered at the time of ta
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(2-14), 19/1 min. (1-0) Khata No. 3
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tranquility in relation to a disput
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Range Forest Officer, Gurgaon has i
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1) Arjun Singh Gehlot received a no
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Litigation filed by Aman Hospitalit
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Description Reference Number Date o
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Description Reference Number Date o
Page 323 and 324:
approvals/licenses obtained in conn
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Plot Nos Reference Date of Issue Da
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Description Reference Date of Issue
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OTHER REGULATORY AND STATUTORY DISC
Page 331 and 332:
COLLABORATORS, ETC. AND OTHER MATER
Page 333 and 334:
Caution- Disclaimer from our Compan
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Impersonation Attention of the appl
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Prospectus. Stock Market Data of ou
Page 339 and 340:
SECTION VII: ISSUE RELATED INFORMAT
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Minimum Subscription If our Company
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QIBs* Non-Institutional Bidders Ret
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said SEBI amendment. Our Company wi
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equired for filing the Prospectus w
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ehalf of each sub-account shall not
Page 351 and 352:
(c) The Bidding Period shall be for
Page 353 and 354:
Each category of Bidders i.e., QIB
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(e) (f) (g) (h) The Bidder can make
Page 357 and 358:
paid the entire Bid Amount into the
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(e) (f) (g) (h) Do not send Bid cum
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(j) None of BRLMs nor any person re
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There is no reservation for Eligibl
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8. On the Designated Date, the Escr
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Except for Bids on behalf of the Ce
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a) Agreement dated [●] with NSDL,
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(a) (i) (ii) (iii) (b) (i) (ii) (ii
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3. The balance 95 million equity sh
Page 375 and 376:
cheques, pay orders or demand draft
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that the funds required for making
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g. If the ASBA Account holder is di
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a. In case of ASBA Bid cum Applicat
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After filing of the Prospectus with
Page 385 and 386:
j. Do not instruct your respective
Page 387 and 388:
would be followed by the Registrar
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In addition to our undertakings des
Page 391 and 392:
Subject to the provisions of Sectio
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(b) (i) (ii) (iii) (iv) (c) (d) (e)
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Revocation of call 29(a) A call may
Page 397 and 398:
TRANSFER AND TRANSMISSION OF SHARES
Page 399 and 400:
Power to refuse registration 58. Su
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(2) Subject to the provisions of Se
Page 403 and 404:
consent of the Company, in a genera
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(2) However a general meeting may b
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Notice to be given where a meeting
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(2) upon a poll the voting right of
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Appointment of Additional Directors
Page 413 and 414:
Interim Dividend 186. Subject to th
Page 415 and 416:
any of the affairs of the Company m
Page 417 and 418:
SECTION IX: OTHER INFORMATION MATER
Page 419:
DECLARATION We certify that all rel
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