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suitable agreements with our Company. Credit Rating As the Issue is of Equity Shares, credit rating is not required. IPO Grading This Issue has been graded by [●], a SEBI registered credit rating agency, as [●] indicating [●] fundamentals pursuant to Regulation 26(7), [●] of the ICDR Regulations. The IPO grade is assigned on a five point scale from 1 to 5, with IPO grade 5/5 indicating strong fundamentals and IPO grade 1/5 indicating poor fundamentals. A copy of the report provided by [●], furnishing the rationale for its grading is available for inspection at our Registered Office from 10.00 a.m. to 4.00 p.m. on Business Days during the Bidding Period. Trustees As the Issue is of Equity Shares, the appointment of trustees is not required. Monitoring Agency IFCI Limited has been appointed as the Monitoring Agency to our Issue pursuant to Regulation 16 of the ICDR Regulations. Project Appraisal There is no project being appraised, as there is no such mandatory requirement. Experts Except the report of [●] in respect of the IPO grading of this Issue annexed herewith and the opinions from the Architects, with respect to the Developable Area, Saleable Area/leasable area and development and construction costs of our projects disclosed in this Draft Red Herring Prospectus, the Company has not obtained any expert opinions. Details of the Architects are as follows: A.K. Ganju & Associates S 149, Greater Kailash 2 New Delhi 100 048 Tel : (91 11) 2921 9723 Fax: (91 11) 2922 5799 Grid Architecture Interiors Private Limited 116, New Manglapuri New Delhi 110 030 Tel: (91 11) 2680 9974 / 76 Fax: (91 11) 2680 8384 Achal Kataria Architects E 15, South Extension Part -I, New Delhi 110 049 Tel: (91 11) 2462 0910 Fax: (91 11) 2464 0911 Book Building Process Book Building Process refers to the process of collection of Bids, on the basis of the Red Herring Prospectus within the Price Band. The Issue Price is fixed after the Bid Closing Date. The principal parties involved in the Book Building Process are: (a) Our Company; 48
(b) (c) (d) (e) Book Running Lead Managers; Syndicate Members who are intermediaries registered with SEBI or registered as brokers with the Stock Exchanges and eligible to act as underwriters. Syndicate Members are appointed by the BRLMs; Registrar to the Issue; and Escrow Collection Banks. This is an Issue of less than 25% of the post Issue Equity Share capital of our Company and is being made pursuant to Rule 19(2)(b) of the SCRR through the 100% Book Building Process wherein at least 60% of the Issue size is required to be allotted to QIBs on a proportionate basis. Provided that, our Company may, allocate up to 30% of the QIB Portion to Anchor Investors at the Anchor Investor Issue Price on a discretionary basis. If at least 60% of the Issue cannot be allocated to QIBs, then the entire application money will be refunded forthwith. Further, not less than 10% and 30% of the Issue will be available for allocation on a proportionate basis to Non-Institutional Bidders and Retail Individual Bidders, respectively subject to valid Bids being received at or above the Issue Price. Under-subscription, if any, in any category, except the QIB Portion, would be allowed to be met with spill-over from any other category or combination of categories at the discretion of our Company, in consultation with the BRLMs and the Designated Stock Exchange. In accordance with the ICDR Regulations, QIBs bidding in the Net QIB Portion are not allowed to withdraw their Bid(s) after the Bid Closing Date. In addition, QIBs bidding in the Net QIB Portion are required to pay at least 10% of the Bid Amount upon submission of the Bid cum Application Form during the Bidding Period and allocation to such QIBs will be on a proportionate basis. However, Anchor Investors are not allowed to withdraw their Bids after the Anchor Investor Bidding Date. In addition, Anchor Investors are required to pay at least 25% of the Bid Amount upon submission of the Bid cum Application Form and allocation to the Anchor Investors will be on a discretionary basis. For further details, see “Issue Structure” on page 339. Our Company shall comply with regulations issued by SEBI for this Issue. In this regard, our Company has appointed 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 as the BRLMs to manage the Issue and to procure subscriptions to the Issue. The Book Building Process is subject to change from time to time and the investors are advised to make their own judgment about investment through this process prior to making a Bid in the Issue. Illustration of Book Building and Price Discovery Process (Investors should note that this example is solely for illustrative purposes and is not specific to the Issue) Bidders (excluding the ASBA bidders who can only bid at cut-off price) can bid at any price within the price band. For instance, assume a price band of Rs. 20 to Rs. 24 per equity share, issue size of 3,000 equity shares and receipt of five bids from bidders, details of which are shown in the table below. A graphical representation of the consolidated demand and price would be made available at the bidding centers during the bidding period. The illustrative book below shows the demand for the equity shares of the issuer company at various prices and is collated from bids received from various investors. Bid Quantity Bid Amount (Rs.) Cumulative Quantity Subscription 500 24 500 16.67% 1,000 23 1,500 50.00% 1,500 22 3,000 100.00% 2,000 21 5,000 166.67% 2,500 20 7,500 250.00% The price discovery is a function of demand at various prices. The highest price at which the issuer is able to issue the desired number of shares is the price at which the book cuts off, i.e., Rs. 22 in the above example. The issuer, in consultation with the BRLMs, will finalise the issue price at or below such cut-off price, i.e., at or below Rs. 22. All bids at or above this issue price are valid bids and are considered for allocation in the respective categories. Steps to be taken by the Bidders for Bidding 49
Page 1 and 2: Draft Red Herring Prospectus Dated
Page 3 and 4: SECTION I: GENERAL DEFINITIONS AND
Page 5 and 6: Bidder Term Bidding Period Book Bui
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: Statement of Inter se Allocation of
Page 53 and 54: Our Company reserves the right to r
Page 55 and 56: proportion of Allotment in the Issu
Page 57 and 58: 10. Fees and Expenses Shares until
Page 59 and 60: Date of Allotment No. of Equity Sha
Page 61 and 62: Name of Promoter Mr. Arjun Singh Ge
Page 63 and 64: (ii) (iii) (iv) (v) intangible asse
Page 65 and 66: 7. None of our Promoters, Promoter
Page 67 and 68: OBJECTS OF THE ISSUE The objects of
Page 69 and 70: Details of the Objects 1) Fund the
Page 71 and 72: Development and construction schedu
Page 73 and 74: Bank Oriental Bank of Commerce (OBC
Page 75 and 76: In terms of Regulation 16 of the IC
Page 77 and 78: c. Industry P/E (i) Highest: 112.90
Page 79 and 80: STATEMENT OF TAX BENEFITS To The Bo
Page 81 and 82: Capital Gains arising out of transf
Page 83 and 84: . Under section 10(38) of the IT Ac
Page 85 and 86: If only part of the capital gain is
Page 87 and 88: In recent years however, the real e
Page 89 and 90: However, the global financial crisi
Page 91 and 92: Area (m n.sq.ft.) India Place. Thes
Page 93 and 94: Development Authority (“HUDA”)
Page 95 and 96: or construction is currently in pro
Page 97 and 98: home furnishings, a home management
Page 99 and 100: 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
Page 159 and 160:
ANNEXURE-III SUMMARY STATEMENT OF C
Page 161 and 162:
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
Page 169 and 170:
ANNEXURE-VII SUMMARY STATEMENTS OF
Page 171 and 172:
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
Page 179 and 180:
ANNEXURE-XIV SUMMARY STATEMENTS OF
Page 181 and 182:
ANNEXURE-XVI SUMMARY STATEMENTS OF
Page 183 and 184:
Particulars Weighted average number
Page 185 and 186:
ANNEXURE XX: STATEMENT OF TAX SHELT
Page 187 and 188:
AMBIENCE LIMITED ANNEXURE XXI: STAT
Page 189 and 190:
AMBIENCE LIMITED ANNEXURE XXI: STAT
Page 191 and 192:
120.00 - - - - - 31.75 - - 20.00 -
Page 193 and 194:
- - - 2.25 - - 2.40 - - 2.40 - - -
Page 195 and 196:
(Amount in Millions) For the year e
Page 197 and 198:
Ltd. Ambience Buildcon Pvt.Ltd. - -
Page 199 and 200:
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
Page 205 and 206:
ANNEXURE-I CONSOLIDATED SUMMARY STA
Page 207 and 208:
Balance in profit and loss account
Page 209 and 210:
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
Page 221 and 222:
ANNEXURE-V CONSOLIDATED SUMMARY STA
Page 223 and 224:
ANNEXURE-VII CONSOLIDATED SUMMARY S
Page 225 and 226:
ANNEXURE-IX CONSOLIDATED STATEMENTS
Page 227 and 228:
ICICI Bank Term Loan Project Loan f
Page 229 and 230:
Pocket-II, New Delhi owned by Smt.
Page 231 and 232:
UCO Bank Term Loan Project Loan for
Page 233 and 234:
Bank Indai of Property Funded Inter
Page 235 and 236:
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
Page 243 and 244:
ANNEXURE-XX CAPITALISATION STATEMEN
Page 245 and 246:
Limited 2007 29 Sara Estates Privat
Page 247 and 248:
ANNEXURE XXI: CONSOLIDATED STATEMEN
Page 249 and 250:
(Face value + 480.00 share premium)
Page 251 and 252:
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
Page 259 and 260:
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
Page 265 and 266:
Income from Management, Maintenance
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4,422.05 million in fiscal 2009, a
Page 269 and 270:
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
Page 289 and 290:
SECTION VI: LEGAL AND OTHER INFORMA
Page 291 and 292:
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
Page 301 and 302:
2) Mr. Sanjay Rustagi has filed a c
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equested for a personal hearing on
Page 305 and 306:
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
Page 321 and 322:
Description Reference Number Date o
Page 323 and 324:
approvals/licenses obtained in conn
Page 325 and 326:
Plot Nos Reference Date of Issue Da
Page 327 and 328:
Description Reference Date of Issue
Page 329 and 330:
OTHER REGULATORY AND STATUTORY DISC
Page 331 and 332:
COLLABORATORS, ETC. AND OTHER MATER
Page 333 and 334:
Caution- Disclaimer from our Compan
Page 335 and 336:
Impersonation Attention of the appl
Page 337 and 338:
Prospectus. Stock Market Data of ou
Page 339 and 340:
SECTION VII: ISSUE RELATED INFORMAT
Page 341 and 342:
Minimum Subscription If our Company
Page 343 and 344:
QIBs* Non-Institutional Bidders Ret
Page 345 and 346:
said SEBI amendment. Our Company wi
Page 347 and 348:
equired for filing the Prospectus w
Page 349 and 350:
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
Page 355 and 356:
(e) (f) (g) (h) The Bidder can make
Page 357 and 358:
paid the entire Bid Amount into the
Page 359 and 360:
(e) (f) (g) (h) Do not send Bid cum
Page 361 and 362:
(j) None of BRLMs nor any person re
Page 363 and 364:
There is no reservation for Eligibl
Page 365 and 366:
8. On the Designated Date, the Escr
Page 367 and 368:
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
Page 373 and 374:
3. The balance 95 million equity sh
Page 375 and 376:
cheques, pay orders or demand draft
Page 377 and 378:
that the funds required for making
Page 379 and 380:
g. If the ASBA Account holder is di
Page 381 and 382:
a. In case of ASBA Bid cum Applicat
Page 383 and 384:
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
Page 389 and 390:
In addition to our undertakings des
Page 391 and 392:
Subject to the provisions of Sectio
Page 393 and 394:
(b) (i) (ii) (iii) (iv) (c) (d) (e)
Page 395 and 396:
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
Page 401 and 402:
(2) Subject to the provisions of Se
Page 403 and 404:
consent of the Company, in a genera
Page 405 and 406:
(2) However a general meeting may b
Page 407 and 408:
Notice to be given where a meeting
Page 409 and 410:
(2) upon a poll the voting right of
Page 411 and 412:
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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