Information Memorandum /
Disclosure Document
Private & Confidential
Not For Circulation
Information Memorandum/ Disclosure Document
(For Private Circulation only)
Already issued 8,299 Rated Taxable Redeemable Non-Convertible Debentures of Face Value
of Rs. 1,00,000/- each, aggregating upto Rs. 82.99 Crore on a Private Placement basis in the
Financial Year 2009-10.
Credit Rating LBBB- by ICRA
GENERAL RISKS
Investment in debt and debt related securities involve a degree of risk and 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, the investors must rely on their own examination of the Company and the Issue including the risks
involved. The Debentures have not been recommended or approved by Securities and Exchange Board of India
(“SEBI”) nor does SEBI guarantee the accuracy or adequacy of this document .
ISSUER’S ABSOLUTE RESPONSIBILITY
The Issuer, having made all reasonable inquiries, that the information contained in this Information Memorandum/
Disclosure Document is true and correct in all material respects and is not misleading in any material respect, that
the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of
which makes this document as a whole or any of such information or the expression of any such opinions or
intentions misleading in any material respect
ISSUE SCHEDULE
November 30,2009
November 30,2009
ISSUE OPENED ON
ISSUE CLOSED ON
CREDIT RATING
The Debentures have a long term rating of LBBB- by ICRA. The rating is not a recommendation to buy, sell or
hold securities and investors should take their own decision. The rating may be subject to revision or withdrawal at
any time by the assigning rating agency and each rating should be evaluated independently of any other rating. The
rating agency has a right to suspend or withdraw the rating at any time on the basis of factors such as new
information or unavailability of information or any other circumstances which it believes may have an impact.
LISTING
The Debentures are proposed to be listed on the wholesale debt market segment of the Bombay Stock Exchange
Limited (“BSE” or the “Stock Exchange”)
ISSUER
DEBENTURE TRUSTEE
Starlight Systems Private Limited
IDBI Trusteeship Services Limited
Regd Office: 5-9th Floor, C-21 , Housefin
Bhavan,Bandra Kurla Coomplex ,Bandra
(East),Mumbai 400 051
Asian Building, Ground Floor
17, R. Kamani Marg
Ballard Estate, Mumbai – 400 001
Corp Office: 5th Floor ,Centre 3740,Subhash Road,Vile Parle (E),Mumbai
Tel: +91 26267800
Fax: +91 26267890
Email: cosec@sunteckindia.com
Website: www.sunteckindia.com
Contact Person:Ms. Rachana Hingarajia
REGISTRAR TO ISSUE
Adroit Corporate Services Private
Limited
19/20, Jafferbhoy Industrial Estate, 1st
Floor, Makwana Road, Marol Naka,
Andheri (E), Mumbai – 59
Tel: +91 22 40807000
Tel:+91 22 2859 4060
Fax: +91 22 66311776
Email: brindha@idbitrustee.co.in
Website: www.idbitrustee.co.in
Contact Person: Ms. Brindha Venkatraman
Fax:+91 22 28503748
Email: veenashetty@adroitcorporate.com
Website : www,adroitcorporate.com
Contact person: Mrs. Veena Shetty - Director
NOTE: This Information Memorandum/ Disclosure Document of private placement is neither a prospectus nor a statement in lieu of a
prospectus.This information Memorandum/Disclosure Document has been prepared for the purpose of listing of the Non-Convertible Debentures
1
issued by the Company This is only an information brochure intended for private use and should not be construed to be a prospectus and/or an
invitation to the public for subscription to Debentures under any law for the time being in force.
Information Memorandum /
Disclosure Document
Private & Confidential
Not For Circulation
DEFINITIONS AND ABBREVIATIONS
The Company / Issuer /
Starlight Systems/ Starlight /
Starlight Systems Private
Limited
Starlight Systems Private Limited, A Company incorporated under
the Companies Act, 1956 and having with its registered office at C-21
Housefin Bhavan, Bandra Kurla Complex, Bandra (East), Mumbai
400051
“we”, “us”, “our”
Unless the context otherwise requires, the Company, its Subsidiaries,
and joint ventures.
Allotment Intimation
An advice informing the allottee of the number of Letter(s) of
Allotment/Debenture(s) allotted to him in Electronic (Dematerialised)
Form
Allot/Allotment/Allotted
Unless the context otherwise requires or implies, the allotment of the
Debentures pursuant to the Issue.
Articles
Articles of Association of the Company
Board
Board of Directors of the Company or a Committee thereof
Credit Rating Agency
ICRA or any other Rating Agency, appointed from time to time
Coupon Payment Date
Date of payment of interest on the Debentures
Date of Allotment
The date on which Allotment for the Issue, has been made
Debentures
Rated, Taxable, Redeemable Non-Convertible Debenture(s) of face
value of Rs.1,00,000/- each aggregating to Rs. 82.99 crores issued
and allotted by the Issuer
Debentureholder(s)
The investors who have been Allotted Debentures.
Debenture Trustee
Trustee for the Debenture holders, in this case being IDBI
Trusteeship Services Limited (ITSL)
Depository/ies
National Securities Depository Limited (NSDL) / Central Depository
Services (India) Limited (CDSL)
Designated Account
A separate account opened for the purpose of servicing the interest
and principal payments on the Debentures
DP
Depository Participant
FEMA Regulations
The Regulations framed by the RBI under the provisions of the
Foreign Exchange Management Act, 1999, as amended from time to
time
FII
Foreign Institutional Investor (as defined under the Securities and
Exchange Board of India (Foreign Institutional Investors)
Regulations, 1995) registered with SEBI
I.T. Act
The Income-tax Act, 1961 as amended from time to time
Information Memorandum/
Disclosure Document
This Information Memorandum
Issue
Rated,Redeemable,Taxable and Non-Convertible Debentures issued
on a Private Placement basis
ISIN
International Securities Identification Number
Memorandum / MoA
Memorandum of Association of the Company
2
Information Memorandum /
Disclosure Document
Private & Confidential
Not For Circulation
Mn
Million
Mutual Fund
A mutual fund registered with SEBI under the Securities and
Exchange Board of India (Mutual Funds) Regulations, 1996.
NCD(s)
Rated, Taxable, Redeemable Non-Convertible Debenture(s) of face
value of Rs.1,00,000/- each aggregating to Rs. 82.99 crores issued
and allotted by the Issuer
NRI
A person resident outside India, who is a citizen of India or a person
of Indian origin and shall have the same meaning as ascribed to such
term in the FEMA Regulations.
Overseas Corporate Body /
OCB
A company, partnership, society or other corporate body owned
directly or indirectly to the extent of at least 60% by NRIs including
overseas trusts, in which not less than 60% of beneficial interest is
irrevocably held by NRIs directly or indirectly as defined under
FEMA Regulations. OCBs are not permitted to invest in the
Debentures under this issue.
Pay In Date
The date on which the Debenture-holders shall make payment for
subscription to the Debentures.
Registrar/Registrar to the
Issue
Registrar to the Issue, in this case being Adroit Corporate Services
Private Limited.
ROC
The Registrar of Companies, Maharashtra
RTGS
Real Time Gross Settlement, an electronic funds transfer facility
provided by RBI
RBI
The Reserve Bank of India
SEBI
Securities and Exchange Board of India constituted under the
Securities and Exchange Board of India Act, 1992 (as amended from
time to time)
SEBI Regulations
The Securities and Exchange Board of India (Issue and Listing of
Debt Securities) Regulations, 2008 issued by SEBI
Stock Exchange
The Bombay Stock Exchange Limited
The Act
The Companies Act, 1956 (as amended from time to time)
Transaction Document/(s)
Debenture Trustee Agreement / Deed and / or any other documents
3
Information Memorandum /
Disclosure Document
Private & Confidential
Not For Circulation
TABLE OF CONTENTS
DISCLAIMER .................................................................................................................. 5
GENERAL INFORMATION .......................................................................................... 7
(a) Name & Address of the Registered Office ................................................................ 7
(b) Board of Directors....................................................................................................... 7
(c) Company Secretary / Compliance officer ................................................................. 7
(d) Auditors ....................................................................................................................... 8
(e) Debenture Trustee ....................................................................................................... 8
(f) Registrar to the Issue ................................................................................................... 8
ISSUER PROFILE ........................................................................................................... 9
MAJOR EQUITY / DEBT HOLDERS - ...................................................................... 14
DEBT – EQUITY RATIO .............................................................................................. 15
SERVICING OF EXISTING DEBT, PAYMENT OF DUE INTEREST ON DUE
DATES ON TERM LOANS AND DEBT SECURITIES -……... .............................. 15
PERMISSION /CONSENT FOR FIRST PARI-PASSU CHARGE .......................... 15
MATERIAL CONTRACTS, AGREEMENTS INVOLVING FINANCIAL
OBLIGATIONS OF THE ISSUER............................................................................... 15
MATERIAL EVENTS ................................................................................................... 16
BRIEF OFFER DETAILS ............................................................................................. 17
(a) The Issue .................................................................................................................... 17
(b) Utilisation of the Issue Proceeds .............................................................................. 17
(c) Listing ......................................................................................................................... 17
(d) Rating ......................................................................................................................... 17
(e) Redemption Price ...................................................................................................... 17
(f) Redemption : .............................................................................................................. 17
(g) Early Payment : ......................................................................................................... 17
(h) Period of Maturity .................................................................................................... 17
(i) Coupon Rate ............................................................................................................... 17
(j)Discount / Effective Price to Investor ........................................................................ 18
(k) Security ...................................................................................................................... 18
DEBENTURE TRUSTEE .............................................................................................. 18
OFFERING INFORMATION....................................................................................... 19
OTHER REGULATORY AND STATUTORY DISCLOSURES.............................. 25
ANNEXURE II : UNDERTAKING BY THE COMPANY ........................................ 29
4
Information Memorandum /
Disclosure Document
Private & Confidential
Not For Circulation
DISCLAIMER
This Information Memorandum/ Disclosure Document is neither a Prospectus nor a Statement in lieu
of a Prospectus. The issue of Debentures to be listed on the Bombay Stock Exchange Limited has
been made strictly on a private placement basis.This information Memorandum/Disclosure Document
has been prepared for the purpose of listing of the Non-Convertible Debentures issued by the
Company.It does not constitute and shall not be deemed to constitute an offer or an invitation to
subscribe to the Debentures to the public in general. This Information Memorandum/ Disclosure
Document should not be construed to be a prospectus or a statement in lieu of prospectus under the
Companies Act.
This Information Memorandum/ Disclosure Document has been prepared in conformity with the
SEBI (Issue and Listing of Debt Securities) Regulations, 2008. Therefore, as per the applicable
provisions, copy of this Information Memorandum/ Disclosure Document has not been filed or
submitted to the SEBI for its review and/or approval. Further, since the Issue has been made on a
private placement basis, the provisions of Section 60 of the Companies Act shall not be applicable
and accordingly, a copy of this Information Memorandum/ Disclosure Document has not been filed
with the RoC or the SEBI.
This information Memorandum/Disclosure Document has been prepared for the purpose of listing of
the Non-Convertible Debentures issued by the Issuer.This Information Memorandum/ Disclosure
Document has been prepared to provide general information about the Issuer..This Information
Memorandum / Disclosure Document does not purport to contain all the information that any
potential investor may require. Neither this Information Memorandum/ Disclosure Document nor any
other information supplied in connection with the Debentures is intended to provide the basis of any
credit or other evaluation and any recipient of this Information Memorandum/ Disclosure Document
should not consider such receipt a recommendation to purchase any Debentures. Each investor
contemplating purchasing any Debentures should make its own independent investigation of the
financial condition and affairs of the Issuer, and its own appraisal of the creditworthiness of the
Issuer. Potential investors should consult their own financial, legal, tax and other professional
advisors as to the risks and investment considerations arising from an investment in the Debentures
and should possess the appropriate resources to analyze such investment and the suitability of such
investment to such investor's particular circumstances.
The Issuer confirms that, as of the date hereof, this Information Memorandum/ Disclosure Document
(including the documents incorporated by reference herein, if any) contains all information that is
material in the context of the Issue and sale of the Debentures, is accurate in all material respects and
does not contain any untrue statement of a material fact or omit to state any material fact necessary to
make the statements herein, in the light of the circumstances under which they are made, not
misleading. No person has been authorized to give any information or to make any representation not
contained or incorporated by reference in this Information Memorandum/ Disclosure Document or in
any material made available by the Issuer to any potential investor pursuant hereto and, if given or
made, such information or representation must not be relied upon as having been authorized by the
Issuer.
5
Information Memorandum /
Disclosure Document
Private & Confidential
Not For Circulation
This Information Memorandum/ Disclosure Document and the contents hereof are restricted
for only the intended recipient(s) who have been addressed directly and specifically through a
communication by the Company. All investors are required to comply with the relevant
regulations/guidelines applicable to them. It is not intended for distribution to any other person
and should not be reproduced by the recipient.
The person who is in receipt of this Information Memorandum/ Disclosure Document shall maintain
utmost confidentiality regarding the contents of this Information Memorandum and shall not
reproduce or distribute in whole or part or make any announcement in public or to a third party
regarding the contents without the consent of the Issuer.
Each person receiving this Information Memorandum/ Disclosure Document acknowledges
that:
Such person has been afforded an opportunity to request and to review and has received all additional
information considered by it to be necessary to verify the accuracy of or to supplement the
information herein; and
Such person has not relied on any intermediary that may be associated with issuance of Debentures in
connection with its investigation of the accuracy of such information or its investment decision.
The Issuer does not undertake to update the Information Memorandum/ Disclosure Document to
reflect subsequent events after the date of the Information Memorandum/ Disclosure Document and
thus it should not be relied upon with respect to such subsequent events without first confirming its
accuracy with the Issuer.
Neither the delivery of this Information Memorandum/ Disclosure Document nor any sale of
Debentures made hereunder shall, under any circumstances, constitute a representation or create any
implication that there has been no change in the affairs of the Issuer since the date hereof.
This Information Memorandum/ Disclosure Document does not constitute, nor may it be used for or
in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or
solicitation is not authorized or to any person to whom it is unlawful to make such an offer or
solicitation. No action is being taken to permit an offering of the Debentures or the distribution of this
Information Memorandum/ Disclosure Document in any jurisdiction where such action is required.
The distribution of this Information Memorandum/ Disclosure Document and the offering and sale of
the Debentures may be restricted by law in certain jurisdictions. Persons into whose possession this
Information Memorandum comes are required to inform themselves about and to observe any such
restrictions. The Information Memorandum/ Disclosure Document is made available to investors in
the Issue on the strict understanding that the contents hereof are strictly confidential.
6
Information Memorandum /
Disclosure Document
Private & Confidential
Not For Circulation
GENERAL INFORMATION
(a) Name & Address of the Registered Office
Starlight Systems Private Limited
5-9th Floor, C-21, House Fin Bhavan, C-Block, Bandra Kurla Complex, Bandra (East)
Mumbai – 400 051
Phone: +91 26267800
Email: cosec@sunteckindia.com
Address of Corporate Office
5th Floor, Sunteck Centre, 37-40, Subhash Road, Vile Parle E, Mumbai - 400057
(b) Board of Directors
Name
Position
Kamal Khetan
Director
Manisha Khetan
Nominee Director
Khushru Jijina
Nominee Director
Shanti Shrigopal Khetan
Director
Address
505, Acme Plaza, Andheri Kurla Road,
Andheri (East), Mumbai – 400 059
Ph. No. 91-22-22924676, 2831464
505, Acme Plaza, Andheri Kurla Road,
Andheri (East), Mumbai – 400 059
Ph. No. 91-22-22924676, 28314646
Piramal Tower, Ganpatrao Kadam Marg,
Lower Parel, Mumbai -400013
Ph. No. 91-22-3044640
505, Acme Plaza, Andheri Kurla Road,
Andheri (East), Mumbai – 400 059
Ph. No. 91-22-22924676, 28314646
(c) Company Secretary / Compliance officer
Ms. Rachana Hingarajia
Administrative Office Address : 5th Floor, Sunteck Centre, 37-40, Subhash Road, Vile Parle E,
Mumbai - 400057
Tel
Fax
Email
: +91 26267800
: +91 26267890
: cosec@sunteckindia.com
Investors can contact the compliance officer in case of any post-Issue related problems such as nonreceipt of letters of allotment, credit of debentures, interest on application money etc in the respective
beneficiary account or refund orders, etc.
7
Information Memorandum /
Disclosure Document
Private & Confidential
Not For Circulation
(d) Auditors
Shankarlal Jain & Associates ,
Chartered Accountants
Address
:12 , Engineer Building ,265 Princess Street ,Mumbai 400 002
Tel
Fax
: +91 22 2203 6623
: +91 22 2208 6269
(e) Debenture Trustee
IDBI Trusteeship Services Ltd.
Address
:Asian Building, Ground Floor, 17. R. Kamani Marg, Ballard Estate
Mumbai 400 001
Tel
Fax
: +91 22 4080 7000
: +91 22 6631 1776
Contact Person: Ms.Brindha Venkatraman
Email: Brindha@idbitrustee.co.in
Website: www.idbitrustee.co.in
(f) Registrar to the Issue
Adroit Corporate Services Private Limited
Address
: 19/20, Jafferbhoy Industrial Estate, 1st Floor, Makwana Road, Marol Naka,
Andheri (E), Mumbai – 59
Tel
Fax
: +91 22 2859 4060
: +91 22 2850 3078
Contact person: Ms. Veena Sheety, Director
Email : veenasheety@adroitcorporate.com
8
Information Memorandum /
Disclosure Document
Private & Confidential
Not For Circulation
ISSUER PROFILE
Brief summary of the business/activities of the Company & its line of business
Starlight Systems Private Limited is a real estate development and construction company which is
engaged in developing Residential and commercial spaces. The Company is also operating Corporate
Business Centres in Mumbai catering to specific office requirements of various MNC’s and Indian
corporate. The main business activities of the company are as under:



Real Estate Services
Corporate Business Centres
Construction & developing infrastructure
The Company is a subsidiary company of Sunteck Realty Limited, a company incorporated under the
Companies Act, 1956 and having its equity shares listed at National Stock Exchange of India Limited
and Bombay Stock Exchange Limited. Currently, the Company is developing two residential projects
– Signature Island on Plot R.1.2 and R.1.3, G Block, Bandra Kurla Complex, Mumbai – 400051 and
Signia Isles on Plot R.1.4, G Block, Bandra Kurla Complex, Mumbai – 400051. It also manages
Leased Asset at 5th – 9th Floors, Housefin Bhavan, C – 21 Bandra Kurla Complex, Mumbai – 400051.
Brief history of the Company since its incorporation and changes in its capital structure and
borrowings, if any
Starlight Systems Private Limited was incorporated on March 29, 2000 as a private limited company
under the Companies Act, 1956. The Company is a real estate development and construction
company which is engaged in developing residential and commercial spaces.
Year of
Acquisition
2001
Project Name,
Location
Sunteck
Certainty, BKC
2006
Signature Island
2008
Signia Isles
Project Type
Built Office
Luxury
Residential
Premium
Residential
Acquisition
Mode
Government
Tender
Government
Tender
Government
Tender
Capital Structure of the Company as at September 30, 2009
Share Capital
Amount (Rs.)
A. Authorized Capital
500,000 Equity shares of Rs. 10/- each
5,000,000
B. Issued, Subscribed and Paid-up Capital
400,000 Equity shares of Rs. 10/- each
4,000,000
C. Paid Up Capital after the present issue
400,000 Equity Shares of Rs. 10/- each
9
4,000,000
Information Memorandum /
Disclosure Document
Private & Confidential
Not For Circulation
Details of the changes in the share capital structure of the Company since inception are given
below:
History of Authorized Share Capital
Sr. No
Date
1.
March 29, 2000
2.
September 28, 2002
3.
February 13, 2006
Particulars
Incorporation
Increase in
Authorized Share
Capital
Increase in
Authorized Share
Capital
Authorized Capital (In Rs.)
Rs. 100,000/- divided into 10,000
Equity Shares of Rs. 10/- each.
Rs. 1,000,000/- divided into 100,000
Equity Shares of Rs. 10/- each
Rs. 5,000,000/- divided into 5,00,000
Equity Shares of Rs. 10/- each
History of Issued, Subscribed and Paid-Up Capital:
Sr.
No
1.
2.
3.
Event
Allotment to the
subscribers to
Memorandum &
Articles of
Association of the
Company
Issue and Allotment
of Shares
Issue and Allotment
of Shares
Face
Value
per
share
Amount
(In Rs.)
Nature
Date
No. of
shares
Equity
29.03.00
20
10
200
Equity
30.09.02
87,500
10
875,000
Equity
17.02.06
312,480
10
3,124,800
10
Information Memorandum /
Disclosure Document
Private & Confidential
Not For Circulation
Starlight Systems Private Limited: Unaudited Balance Sheet as on September 30, 2009
11
Information Memorandum /
Disclosure Document
Private & Confidential
Not For Circulation
Starlight Systems Private Limited: Unaudited Profit & Loss Account as on September 30, 2009
12
Information Memorandum /
Disclosure Document
Private & Confidential
Not For Circulation
DETAILS OF SECURITIES ISSUED, ALLOTTED AND SOUGHT TO BE LISTED
Instrument
Rated, Taxable, Redeemable Non-Convertible Debenture(s)
issued by the Issuer
Denomination of the Instrument/
Face Value
Rs 1,00,000/- per Debenture
Issue Price
At Par
No. of Debentures
8,299 (Eight Thousand Two Hundred & Ninety Nine)
Debentures
Tenor
4 years from the Date of Allotment
Coupon
15%p.a
Issue Amount
82.99 Crores
Rating
LBBB- by ICRA
Security
Unsecured
Redemption
Bullet repayment
Redemption Price
The NCDs will redeem at a Premium. Such premium will be
decided by the Issuer and the Debentureholders prior to full
principal repayment of the NCDs.
Interest Frequency
Annually
Mode of Placement
Private Placement
Dematerialized
Yes
Day Count Basis
Actual / Actual
Business Days
Mumbai
Purpose
The proceeds from the issue shall be utilised for general
corporate purposes
13
Information Memorandum /
Disclosure Document
Private & Confidential
Not For Circulation
DETAILS OF PAST BORROWINGS
Loan
Amount (Rs.)
Secured Loans
Central Bank of India
20,000,000
Unsecured Loans
From Body Corporate
360,050,000
From Others
40,475,200
Application Money for Optionally Convertible Debentures
646,400,000
Unsecured Debentures Issued and Allotted by the Company as of 30
November, 2009
4,446 Series B Non-Convertible Debentures of Rs 100,000 /- each
444,600,000
2,074 Optionally-Convertible Debentures of Rs 100,000 /- each
207,400,000
Debt Securities issued (i) for consideration other than cash, whether in whole or part. (ii) at a
premium or discount, or (iii) in pursuance of an option
The Company till date has not issued any debt securities for consideration other than cash or discount
or premium in pursuance of an option.
MAJOR EQUITY / DEBT HOLDERS Details of highest ten holders of each kind of securities of the Company as on date :
Equity Shares :
Name & Address of the Shareholder
No. of Shares Held
Sunteck Realty Limited
240,000 of Rs 10 each
5th floor, Sunteck Centre, 37/40, Subhash Road, Vile Parle (E), Mumbai
– 57
Piramal Sunteck Realty Private Limited
160,000 of Rs 10 each
4th floor, Piramal Tower Annexe, Ganpatrao Kadam Marg, Lower Parel,
Mumbai -13
Total
400,000
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Information Memorandum /
Disclosure Document
Private & Confidential
Not For Circulation
DEBENTUREHOLDERS OF THE COMPANY:
Non Convertible Debentures (NCDs):
Sr.
No.
Name
of
Holders
1
Infina Finance
Private Limited
2
Piramal Sunteck
Realty Private
Limited
the
Address of the Holders
7th Floor, Dani Corporate Park, CST
Road, Kalina, Santa Cruz (E),
Mumbai – 98
4th floor, Piramal Tower Annexe,
Ganpatrao Kadam Marg, Lower
Parel, Mumbai -13
No. of Securities
8,299 of Rs 100,000 each
4,446 of Rs 100,000 each
Optionally Convertible Debentures (OCDs):
Sr.
No.
1
Name of the Holders
Address of the Holders
No. of Securities
Kotak Alternate
Opportunities India
Fund
INGS Point Bilding, 5th Floor, Plot No. 8,
Near University campus, CST Road, Kalina,
Santacruz (East), Mumbai - 98
2,074 of Rs 100,000
each
DEBT – EQUITY RATIO
Ratio
Prior to the current Issue (as at September
30,2009)
Post the current Issue (as at November 30,2009)
12.33
27.12
SERVICING OF EXISTING DEBT, PAYMENT OF DUE INTEREST ON DUE DATES ON
TERM LOANS AND DEBT SECURITIES There has been no default in payment of due interest and company is honoring its present
commitments. The Company undertakes to discharge all liabilities in time and that there would be no
default in payment of interest and principal amounts.
PERMISSION /CONSENT FOR FIRST PARI-PASSU CHARGE
In the event any permission / consent is required to be obtained, the same shall be done prior to the
creation of the security.
MATERIAL CONTRACTS, AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF
THE ISSUER
Our Company, in the ordinary course of its business, enters into various agreements, including loan
agreements and joint venture agreements, which may contain certain financial obligations and/or
provisions which may have an impact on its financial condition. Such contracts or agreements may be
inspected at the Registered Office of the Issuer from 10.00am to 1.00pm on all working days
15
Information Memorandum /
Disclosure Document
Private & Confidential
Not For Circulation
Material Contracts / Agreements:
1) Copy of Construction Agreement entered into with Shapoorji Pallonji and Co. for Signature
Island
2) Copy of Loan Agreement with Central Bank of India for Construction Financing for
Signature Island dated July 31, 2009
Material Documents:
1) Copy of the letter from Adroit Corporate Services Private Limited to the Company giving
their consent to act as the Registrar and Transfer Agent to the issue.
2) Copy of letter from IDBI Trusteeship Services Limited to the Company giving their consent
to act as Debenture Trustee to the issue.
3) Debenture Trust Deed executed / to be executed with IDBI Trusteeship Services Limited
4) Documents pertaining to allotment letter for leasehold rights over land allotted by Mumbai
Metropolitan Region Development Authority
5) Memorandum and Articles of Association of the Company, as amended from time to time
6) Copy of Certificate of Incorporation of the Company dated March 29, 2000
7) Certified True Copy of the Resolution empowering the Board of Directors dated November
28, 2009 for the issuance of debentures and empowering other related matters.
8) Audited Accounts of the Issuer for the year ended March 31, 2009 and Limited Review
statement as at September 30, 2009.
9) Certified True Copy of the Resolution appointing M/s. Shankarlal Jain and Associates ,
Chartered Accountants as the statutory auditors of the company
MATERIAL EVENTS
Any material event/development or change at the time of issue or subsequent to the issue which
may affect the issue or the investor’s decision to invest/continue to invest in the debt securities :
In the opinion of the Company, except the general market risks, there have been no
circumstances that materially and adversely affect or are likely to affect the business of the
Issuer or the value of its assets or its ability to pay its liabilities, within the next twelve months.
16
Information Memorandum /
Disclosure Document
Private & Confidential
Not For Circulation
BRIEF OFFER DETAILS
(a) The Issue
Starlight Systems Private Limited has Issued and allotted 8,299 Rated, Taxable, Redeemable
Non-Convertible Debentures of Face Value of Rs. 1,00,000/- each, aggregating upto Rs.82.99 Crores,
issued on a Private Placement basis in the Financial Year 2009-10.
(b) Utilization of the Issue Proceeds
The proceeds of the issue of Debentures would be utilized for general corporate purposes. The Main
Objects Clause of the Memorandum of Association of the Company enables it to undertake the
activities for which the funds have been raised through the issue and also the activities which the
Company has been carrying out till date.
(c) Listing
The Non-Convertible Redeemable Debentures (NCDs) are proposed to be listed on Wholesale Debt
Segment (WDM) of The Bombay Stock Exchange Limited, Mumbai (BSE).
(d) Rating
The company has obtained Long Term Rating of LBBB- from ICRA
(e) Redemption Price
The NCDs will redeem at a Premium. Such premium will be decided by the Issuer and the
Debentureholders prior to full principal repayment of the NCDs.
(f) Redemption
Bullet repayment
(g) Early Payment :
Full amount of the NCDs or part thereof
(h) Period of Maturity
4 years from the Date of Allotment
(i) Coupon Rate
15% p.a , payable Annually
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(j)Discount / Effective Price to Investor
The Debentures have been issued at face value and no discount has been offered on the
Debenture
(k) Security
Unsecured
DEBENTURE TRUSTEE
The Company has appointed IDBI Trusteeship Services Limited (ITSL) as the Debenture Trustee.
All the rights and remedies of the Debentureholders shall vest in and shall be exercised by the
Debenture Trustee without referring to the Debentureholders. All investors are deemed to have
irrevocably given their authority and consent to IDBI Trusteeship Services Limited to act as their
debenture trustee and for doing such acts and signing such documents to carry out their duty in such
capacity. Any payment by the Company to the Debenture Trustee on behalf of the Debentureholders
shall discharge the Company pro tanto to the Debentureholders. Resignation/retirement of the
Debenture Trustee shall be as per terms of the trust deed to be entered into between the Company and
the Debenture Trustee. A notice in writing to the Debentureholders shall be provided for the same.
The Debenture Trustee shall duly intimate the Debentureholders on occurrence of any of the
following events:
(a)
default by the Company to pay interest on the Debentures or redemption amount;
(b)
failure of the Company to create a charge on the assets for the secured Debentures if any;
(c)
revision of credit rating assigned to the Debentures.
ITSL has given its written consent for its appointment as debenture trustee to the Issue under
Regulation 4(4) of the SEBI Regulations and inclusion of its name in the form and context in which it
appears in this Information Memorandum/ Disclosure Document
In case of any contradiction between this Information Memorandum / Disclosure Document and the
Transaction Document/(s) to be signed / already signed with the Debenture Trustee (ITSL), the
contents of the latter shall prevail.
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OFFERING INFORMATION
Terms of the Issue
Starlight Systems Private Limited has issued & allotted 8299 Rated Taxable Redeemable NonConvertible Debentures of Face Value of Rs. 1,00.000/- each, aggregating upto Rs.82.99 Crores,
issued on a Private Placement basis in the Financial Year 2009-10.
Listing Details
The Non-Convertible Redeemable Debentures (NCDs) are proposed to be listed on the wholesale
debt segment (WDM) of the Bombay Stock Exchange Limited (BSE).
Nature of Instrument
Rated, Taxable, Redeemable, Non-Convertible Debentures issued on a private placement basis
Credit Rating
The Issuer has obtained a Long Term Rating of LBBB- from ICRA for the current issue
Face Value
The Face Value of the Debentures shall be Rs. 1 Lakh per Debenture.
Issue Price
The Issue Price of the Debentures shall be Rs. 1 lakhs per Debenture. The amount payable at the time
of subscription shall be @ Rs.1 Lakhs per Debenture
Discount / Effective Price to Investor
The Debentures have been issued at face value and no discount has been offered on the Debenture
.
Market Lot
The minimum lot size for trading of the Debentures on the Stock Exchange is proposed to be one
Debenture.
Coupon Rate
15% p.a , payable Annually
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Redemption Price
The NCDs will redeem at a Premium. Such premium will be decided by the Issuer and the
Debentureholders prior to full principal repayment of the NCDs.
Redemption
Bullet Repayment
Early Payment :
Full amount of the NCDs or part thereof
Period of Final Maturity
4 years from the Date of Allotment
Minimum Number of Debentures
A minimum of one Debenture and in multiples of one Debenture thereafter.
Who can apply
Nothing in this Information Memorandum/Disclosure Document shall constitute and/or deem to
constitute an offer or an invitation to an offer, to be made to the Indian public or any section thereof
through this Information Memorandum/Disclosure Document, and this Information
Memorandum/Disclosure Document and its contents should not be construed to be a prospectus under
the Companies Act.
This Information Memorandum/Disclosure Document 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 Company. The categories of investors eligible to invest in the Debentures, when
addressed directly, include banks, financial institutions including development financial
institutions, companies and bodies corporate, insurance companies, Mutual Funds and such
other category of investor as expressly authorised to invest in the Debentures. Furthermore,
NRIs, OCBs, and other persons resident outside India are not eligible to apply for or hold the
Debentures. All investors are required to comply with the relevant regulations/guidelines
applicable to them for investing in this Issue.
Issue Programme
ISSUE OPENED ON
ISSUE CLOSED ON
DATE OF ALLOTMENT
November 30 ,2009
November 30,2009
November 30,2009
Procedure and Time of Schedule for Allotment and Issue of Certificates
The Debentures under this offer have already been allotted by such persons as are authorized by the
Board from time to time by way of a Letter of Allotment.
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After completion of all legal formalities, the Company will issue the Debentures certificate(s)/credit
the DP account of the allottees against surrender of the letter(s) of Allotment within three month(s) of
the Date of Allotment or such extended period, subject to obtaining the approvals, if any.
Basis of Allotment
The Company has the sole and absolute right to allot the Debentures to any applicant.
Dispatch of Refund Orders if any
The Company shall ensure dispatch of refund orders by registered post.
Loss of Interest Cheques/Refund Cheques If any
Loss of interest cheques/refund cheques should be intimated to the Company along with request for
duplicate issue. The issue of duplicates in this regard shall be governed by applicable law and any
other conditions as may be prescribed by the Company.
Interest on Application Money
Wherever applicable ,interest at applicable coupon rate will be paid on the application money to the
applicants. Such interest will be paid for the period commencing from the date of realization of the
cheque(s)/demand drafts (s) up to but excluding the Date of Allotment. The interest payable on
application money will be dispatched by registered post/courier the next Working Day after the Date
of Allotment. The letters of Allotment/Allotment advice/refund orders, as the case may be, will be
sent by registered post/courier/hand delivery within seven days from the Date of Allotment to the
first/sole applicant, at the sole risk of the applicant. The payment will be subject to tax deducted at
source at the rates prescribed under the provisions of the IT Act or any other statutory modification or
re-enactment thereof.
Computation of interest
Interest for each of the interest periods shall be computed on Actual/Actual day count basis, on the
principal outstanding on the Debentures at the coupon rate from the Date of Allotment or the last
Coupon Payment Date.
Interest at the coupon rate will be paid only to the Debenture holders registered in the Register of
Debenture holders or to the Beneficial Owners.Such interest will be paid Annually. If such interest is
not paid by the Issuer to the Debentureholders then the same shall be compounded annually at the
coupon rate with no additional penal interest is required to be paid by the Issuer .
In the case of joint holders of Debentures, interest shall be payable to the first named Debenture
holder.For the purpose of registering a transfer of Debentures prior to the Record Date, the Debenture
certificate(s)/letter(s) of the Allotment, a duly stamped transfer deed and all supporting documents
must reach the Company at its Registered Office at least seven Working Days before the Record
Date. The provisions of the Depositories would be compiled by the Registrar for facilitating interest
payment by the Company on the Coupon Payment Date.
Tax as applicable under the IT Act or any other statutory modification or re-enactment thereof will be
deducted at source on the interest payable on the Debentures. Tax exemption
certificate/document/form, under Section 193 of the IT Act if any, must be lodged at the Registered
Office of the Issuer, at least 15 days before the relevant interest payment becoming due.
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Payment on Redemption
Payment of the redemption amount (including redemption premium, if any as decided by the
Debentureholder & the Company) of the Debentures, on maturity or in case of early repayment for
full amount or part thereof, will be made by our Company to the beneficiaries as per the beneficiary
list provided by the Depositories as on the Record Date. However, the redemption of full principal
can not be made until the Debentureholders (acting directly or through the Debenture Trustee) and the
Company arrive at the redemption premium payable on redemption of these NCDs. The Debentures
shall be taken as discharged on payment of the redemption amount (including redemption premium ,if
any as decided by the Debentureholder and the Company) by our Company to the beneficiaries as per
the beneficiary list. Such payment will be a legal discharge of the liability of our Company towards
the Debentureholders. On such payment being made, our Company will inform the Depositories and
accordingly the account of the Debentureholders with Depositories will be adjusted. Our Company’s
liability to the Debentureholder in respect of all their rights including for payment or otherwise shall
cease and stand extinguished after the maturity date or any such date as may be decided by the
Debentureholder and the Company , in all events save and except for the Debentureholder’s right of
redemption as stated above. Upon dispatching the payment instrument towards payment of the
redemption amount as specified above in respect of the Debentures, the liability of our Company shall
stand extinguished.
Splitting and Consolidation
Splitting and consolidation of the Debentures is not applicable in the demat mode form since the
saleable lot is one Debenture.
Power of Company to exercise right to re-purchase and/or re-issue the Debentures
The Company will have the power, exercisable at its sole and absolute discretion from time to time, to
re-purchase a part or all of its Debentures from the secondary markets or otherwise, at any time prior
to the maturity date, subject to applicable law and in accordance with the prevailing
guidelines/regulations issued by the RBI, the SEBI and other authorities. In the event of a part or all
of its Debentures being repurchased as aforesaid or redeemed under any circumstances whatsoever,
the Company shall have, and shall be deemed always to have had, the power to reissue the
Debentures either by reissuing the same Debentures or by issuing other debentures in their place.
Further, in respect of such re-purchased/re-deemed Debentures, the Company shall have the power,
exercisable either for a part or all of those Debentures, to cancel, keep alive, appoint nominee(s) to
hold or reissue at such price and on such terms and conditions as it may deem fit and as permitted by
law.
Eligible Holders and Mode of Transfer
The Company will not register any transfers of the Debentures to any NRIs, OCBs, or any persons
resident outside India, unless appropriate regulatory approvals are obtained. The Company shall not
be duty bound to take interest or trust in or over the Debentures.
The title to the Debentures shall pass by execution of duly stamped transfer deed(s) accompanied by
the Debentures certificate(s) together with necessary supporting documents. The transferee(s) should
deliver the Debenture certificates to the Company for registration of transfer in the Register of
Debentureholders at the Registered Office. The Company on being satisfied will register the transfer
of such Debentures in its Register of Debentureholders. The person whose name is recorded in the
Register of Debentureholders shall be deemed to be the owner of the Debentures.
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Request for registration of transfer, along with the necessary documents, and all other
communications, requests, queries and clarifications with respect to the Debentures should be
addressed to and sent to the Registered Office. No correspondence shall be entertained in this regard
at any other branches or any of the offices of the Company. In the event the Debentures are issued in
physical form, the Company shall use a common form of transfer.
The request from Registered Debentureholder(s) for splitting/consolidation of Debenture certificates
will be accepted by the Company only if the original Debentures certificate(s) is/are enclosed along
with an acceptable letter of request. No requests for splits below the Market Lot will be entertained.
Transfer of debentures in dematerialised form would be in accordance to the rules/procedures as
prescribed by the Depositories.
Succession
In the event of demise of a Registered Debentureholder, or the first holder in the case of joint holders,
the Company will recognize the executor or administrator of the demised Debentureholder or the
holder of succession certificate or other legal representative of the demised Debentureholder as the
Registered Debentureholder of such Debentures, if such a person obtains probate or letter of
administration or is the holder of succession certificate or other legal representation, as the case may
be, from a court in India having jurisdiction over the matter and delivers a copy of the same to the
Company.The Company may in its absolute discretion, where it thinks fit, dispense with the
production of the probate or letter of administration or succession certificate or other legal
representation, in order to recognize such holder as being entitled to the Debentures standing in the
name of the demised Debentureholder(s) on production of sufficient documentary proof or indemnity.
In case a person other than individual holds the Debentures, the rights in the Debentures shall vest
with the successor acquiring interest therein, including liquidator or such any person appointed as per
the applicable law.
Issue of Duplicate Debenture Certificates
If any Debenture certificate(s) is/are mutilated or defaced, then, upon production of such certificates
at the Registered Office, the same will be cancelled and a new Debenture certificate issued in lieu
thereof. If any Debenture certificate is lost, stolen or destroyed then, upon production of proof thereof
to the satisfaction of the Company and upon furnishing such indemnity as the Company may deem
adequate and upon payment of any expenses incurred by the Company in connection thereof, new
certificate(s) shall be issued. A fee will be charged by the Company on each fresh Debenture
certificate issued hereunder as per the provisions contained in the Articles of Association.
Notices
The Company agrees to send notice of all meetings of the Debentureholders specifically stating that
the provisions for appointment of proxy as mentioned in Section 176 of the Companies Act shall be
applicable for such meeting. The notices, communications and writings to the Debentureholder(s)
required to be given by the Company shall be deemed to have been given if sent by registered post to
the Registered Debentureholder(s) at the address of the Debentureholder(s) registered with the
Registered Office.
All notices, communications and writings to be given by the Debentureholder(s) shall be sent by
registered post or by hand delivery to the Company at its Registered Office or to such persons at such
address as may be notified by the Company from time to time and shall be deemed to have been
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received on actual receipt of the same.
Rights of Debentureholders
The Debentureholder(s) shall not be entitled to any right and privileges of shareholders other than
those available to them under the Companies Act and /or under the Transaction Document/(s).The
Debentures shall not confer upon the holders the right to receive notice(s) or to attend and to vote at
any general meeting(s) of the shareholders of the Company.
Governing Laws and Jurisdiction
The Debentures are governed by and will be construed in accordance with the Indian law. The
Company, the Debentures and Company’s obligations under the Debentures shall, at all times, be
subject to the directions of the RBI and the SEBI. The Debentureholders, by purchasing the
Debentures, agree that the Mumbai High Court shall have exclusive jurisdiction with respect to
matters relating to the Debentures.
Effect of Holidays
Should any of the date(s), including the Date of Allotment, maturity date, ,Coupon Payment Date or
the Record Date, as defined in this Information Memorandum/Disclosure Document, fall on a Sunday
or a public holiday or no high value clearing is available for any reason whatsoever at a place where
the Registered/Corporate Office is situated, the next Working Day shall be considered as the effective
date. In cases where it is not possible to determine disruption in high value clearing as stated above,
one day prior to the Maturity Date, the next Working Day shall be considered as the effective date.
Tax Deduction at Source
Tax as applicable under the IT Act or any other statutory modification or re-enactment thereof will be
deducted at source on the interest payable on the Debentures. Tax exemption
certificate/document/form, under Section 193 of the IT Act if any, must be lodged at the Registered
Office of the Issuer, at least 15 days before the relevant interest payment becoming due.
Record Date
The record date shall be Ten working days before each relevant payments (interest, principal
repayments, redemption premium etc.) for determining the beneficiaries of the Debentures.
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OTHER REGULATORY AND STATUTORY DISCLOSURES
Stock Exchange Disclaimer Clause
It is to be distinctly understood that filing of this Information Memorandum/ Disclosure Document
with the Stock Exchange should not, in any way, be deemed or construed that the same has been
cleared or approved by the Stock Exchange. The Stock Exchange does not take any responsibility
either for the financial soundness of any scheme or the project for which the Issue is proposed to be
made, or for the correctness of the statements made or opinions expressed in this Information
Memorandum/ Disclosure Document.
Listing
The Debentures are proposed to be listed on the Wholesale Debt Market segment of the BSE.
The Company shall comply with the requirements of the listing agreement to the extent applicable to
it on a continuous basis and shall complete all formalities relating to listing of the Debentures.
Disclaimer in respect of Jurisdiction
Any disputes arising out of this Issue will be subject to the exclusive jurisdiction of the courts of
Mumbai. This offer of Debenture is made in India to persons resident in India. This Information
Memorandum/ Disclosure Document does not constitute an offer to sell or an invitation to subscribe
to the Debentures herein, in any other jurisdiction to any person to whom it is unlawful to make an
offer or invitation in such jurisdiction.
Company Disclaimer Clause
The Company certifies that the disclosures made in this Information Memorandum/ Disclosure
Document are generally adequate and in conformity with the SEBI Regulations. Further, the
Company accepts no responsibility for statements made otherwise than in the Information
Memorandum/ Disclosure Document or any other material issued by or at the instance of the
Company and anyone placing reliance on any source of information other than this Information
Memorandum/ Disclosure Document would be doing so at his own risk.
Cautionary Note
No person including any employee of the Company has been authorized to give any information or to
make any representation not contained in this Information Memorandum/ Disclosure Document. Any
information or representation not contained herein must not be relied upon as having being authorized
by or on behalf of the Company. Neither the delivery of this Information Memorandum/ Disclosure
Document at any time nor any statement made in connection with the offering of the Debentures shall
under the circumstances imply that any information/representation contained herein is correct at any
time subsequent to the date of this Information Memorandum/ Disclosure Document. The distribution
of this Information Memorandum/ Disclosure Document and the offer, sale, pledge or disposal of the
Debentures may be restricted by law in certain jurisdictions. This Information Memorandum/
Disclosure Document does not constitute an offer to sell or an invitation to subscribe to the
Debentures in any jurisdiction to any person to whom it is unlawful to make such offer or invitation
in such jurisdiction. Persons into whose possession this Information Memorandum/ Disclosure
Document comes are required by the Company to inform themselves about and observe any such
restrictions. The sale or transfer of these Debentures outside India may require regulatory approvals in
India, including without limitation, the approval of the RBI.
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Issue of Debentures in Dematerialised Form
The Debentures will be issued in dematerialized form. The necessary arrangements are being made
with the Depositories for the issue of the Debentures in dematerialised form. Investors will have to
hold the Debentures in dematerialised form as per the provisions of Depositories Act..The Company
shall take necessary steps to credit the Debentures allotted to the depository account of the investor.
Transferability of Debentures
These Debentures are restricted in their transferability to investors other than Mutual Funds, eligible
individuals, HUFs, Trusts, Banks, financial institutions under Section 4A of Companies Act and
companies registered under the Companies Act. In the event the Debentures are issued in physical
form, the Company shall use a common form of transfer.
Trading of Debentures over the counter
In the event the Debentures are traded over the counter, such trading shall be reported on the Bombay
Stock Exchange Limited.
Consents
ITSL has given its written consent for its appointment as debenture trustee to the Issue under
Regulation 4(4) of the SEBI Regulations and inclusion of its name in the form and context in which it
appears in this Information Memorandum/ Disclosure Document
The Non-Convertible Redeemable Debentures (NCDs) are proposed to be listed on Wholesale Debt
Segment (WDM) of the Bombay Stock Exchange Limited, Mumbai (BSE).
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ANNEXURE I : SUMMARY TERM SHEET
FOR LISTING OF PRIVATELY PLACED RATED, TAXABLE, REDEEMABLE AND NONCONVERTIBLE DEBENTURES OF THE ISSUER
Issuer
Starlight Systems Private Limited
Object of the Issue
General Corporate Purposes
Type of Instrument
Rated, Taxable,
Debentures
Rating
LBBB- by ICRA
Mode of Placement
Private Placement
Form of Listed Issuance
Dematerialised
Aggregate issue amount
Rs 82.99 Crores
Tenor
4 years from the Date of Allotment
Denomination
Rs 1,00,000/- per Debenture
Total Number of NCDs
8299
Market Lot
One (1) Debenture
Minimum Subscription
The minimum subscription of NCDs is One (1)
NCD and in multiples of 1 thereafter
Issue Price
100%
Redemption Price
The NCDs will redeem at a Premium. Such premium
will be decided by the Issuer and the
Debentureholders prior to full principal repayment
of the NCDs.
Redemption
Bullet repayment
Redemption Date / Schedule
November 29, 2013
Early repayment
Full amount of the NCDs or part thereof
Call Option
None
Put Option
None
Coupon to investor
15% p.a. payable Annually
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Non-Convertible
Information Memorandum /
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Private & Confidential
Not For Circulation
Coupon payment date
Annually
Issue opened on
November 30, 2009
Issue closed on
November 30, 2009
Pay-in date
November 30, 2009
Date of Allotment
November 30, 2009
Settlement mode
The payment of the due interest or principal shall be
done by RTGS/cheque to the holders of the NCDs as
on the Record Date
Day count basis
(Actual ⁄ Actual)
Business days
Mumbai
Documentation
Documentation shall be in form and substance
customary for Transactions of this nature.
Security
Unsecured
Debenture Trustee
IDBI Trusteeship Services Limited
Listing
On the Bombay Stock Exchange Limited (BSE).
The Issuer shall be responsible for the costs of such
listing of the NCDs.
Clearing / Depository
National Securities Depository Limited / Central
Depository Services (India) Limited
Trading
The trading in the NCDs shall be in de-mat mode
only
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ANNEXURE II : UNDERTAKING BY THE COMPANY
The Company undertakes that:

In the event the Debentures are issued in physical form, the Company shall use a common form
of transfer

It will provide a compliance certificate duly certified by the Debenture Trustee to the
Debentureholders, (on a yearly basis), in respect of compliance with the terms and conditions of
Issue as contained in this Information Memorandum/ Disclosure Document; and

Every credit rating obtained shall be periodically reviewed by the Credit Rating Agency and
any revision in the rating shall be promptly disclosed by the Company to the Stock Exchange.
Any change in rating shall be promptly disseminated to Debentureholders and prospective
investors in such manner as the Stock Exchange may determine from time to time. All
information and reports on the Debentures, including compliance reports filed by the Company
and the Debenture Trustee, shall be disseminated to the Debentureholders and the general
public by placing them on the website of the Company and shall through the Trust Deed,
request the Debenture Trustee to place the same on its website

The above Information Memorandum/ Disclosure Document is compliant with all disclosures
required to be made for listing of non-convertible debentures on a private placement basis on a
recognized stock exchange, as specified in Schedule I under Point 2 of the Securities and
Exchange Board of India (Issuing and Listing of Debt Securities) Regulations, 2008
Authorized Signatory
Starlight Systems Private Limited
Ms. Rachana Hingarajia
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