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									Draft Information Memorandum
For Private Circulation Only
JSA Comments: March 24, 2010
Srl. No: [ ]
Dated: March [26], 2010




                          STL Fertilizers Private Limited
                           Incorporated as a Private Limited Company under the Indian Companies Act, 1956
                                           Date of Incorporation: Incorporated on 24/12/2004
                            Registered Office: A-60, Naraina Industrial Area, Phase I, New Delhi – 110 028
                                      Tel. No.: 011-41411071/72 Fax: 011-25792194/25895622;




Issue of 1350 Rated, Secured, Redeemable Non-Convertible Debentures of a face value of
Rs. 10,00, 000/- each, aggregating upto Rs. 135 crores on a private placement basis (the
“Issue”)


                                                   GENERAL RISKS

Investors are advised to take informed decision before taking an investment decision in this offering. For
taking an investment decision the investor must rely on their examination of the offer and the offer including the
risks involved. The Issue of Debentures has not been recommended or approved by Securities and Exchange
Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this document.

                                                          LISTING
The NCDs offered through this Information Memorandum are proposed to be listed on the Whole Sale Debt
Market Segment (“WDM Segment”) of the Bombay Stock Exchange Limited (“BSE”).


Lead Arranger                                Debenture Trustee                                      Registrar to the Issue



Standard Chartered Bank                   IDBI Trusteeship Services Ltd. Indus Portfolio Private Ltd.



ISSUE SCHEDULE
ISSUE OPENING DATE                                                                 March 30, 2010*

ISSUE CLOSING DATE                                                                 March 30, 2010 *



*The Company reserves the right to change the Issue time table including the Deemed Date of Allotment (as
defined hereinafter) at its sole discretion, without giving any reasons or prior notice.




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JSA Comments: March 24, 2010
                                          TABLE OF CONTENTS


 S. No.                                          Content        Page No.
   1      Definitions and Abbreviations                            3
   2      Disclaimers                                              5
   3      Issuer Profile                                          15
              A. Overview of the Company
              B. Offering Information- Regulatory Disclosures
             C. Other Information and Issue Procedure
   5      Annexures                                               37
          Annexure 1: Term Sheet
          Annexure 2: Credit Rating Letter from CRISIL
          Annexure 3: Consent Letter from Debenture Trustee
          Annexure 4: Application Form




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                               DEFINITIONS AND ABBREVIATIONS

                                 STL Fertilizers Private Limited ,a company having its registered office at
 The Company / Issuer
                                 A-60 Naraina Industrial Area, Phase I, New Delhi – 110 028
                                 The form used by an Investor to apply for subscription to the Debentures
 Application Form
                                 offered through this Issue
                                 Unless the context otherwise requires or implies, the allotment of the
 Allot/Allotment/Allotted
                                 Debentures pursuant to the Issue
                                 Holder(s) of the Debentures in dematerialized form as defined under
 Beneficial Owner(s)
                                 section 2 of the Depositories Act, 1996
 Board                           Board of Directors of the Company or a Committee thereof
 BSE                             Bombay Stock Exchange Limited
                                 All days except Saturday, Sunday and any public holiday on which banks
 Business Days
                                 in Mumbai are open for business
 Coupon Payment Date             Date of payment of interest on the Debentures
 Credit Rating Agency(ies)       CRISIL
 Crore                           1 crore = 10 million
 Date of Allotment               The date on which Allotment for the Issue is made
                                 Rated, Secured, Redeemable Non-Convertible Debenture(s) of face value
                                 of Rs.10 Lakhs each aggregating up to Rs. 135 crores issued by the Issuer
 Debentures
                                 pursuant to the terms and conditions set out in this Information
                                 Memorandum,
                                 Persons who are for the time being holders of the NCDs and whose names
 Debenture Holder(s)             are last mentioned in the Register of Debenture Holders and shall include
                                 the Beneficial Owners
                                 Trustee for the Debenture Holder(s), in this case being IDBI Trusteeship
 Debenture Trustee
                                 Services Ltd.
                                 Means the debenture trust deed executed or to be executed into between
 Debenture Trust Deed
                                 the Debenture Trustee and the Company in relation to the Issue
 Deemed Date of Allotment        Means March 30, 2010
                                 National Securities Depository Limited (NSDL) / Central Depository
 Depository(ies)
                                 Services (India) Limited (CDSL)
                                 Means an INR denominated designated account into which all amounts
                                 payable in connection with the Debentures pursuant to the Debenture Trust
                                 Deed shall be deposited, and which shall be operated in accordance with
 Designated Account
                                 the written instructions of the Debenture Trustee (acting on the instructions
                                 of the Majority Debenture Holders) received by the Company from time to
                                 time

 Exit Option                     Means the irrevocable commitment of KRIBHCO to purchase the KSFL
                                 Shares from the Company under the provisions of the JVA in accordance


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JSA Comments: March 24, 2010
                               with the terms thereof
                               Foreign Institutional Investor (as defined under the Securities and
 FII                           Exchange Board of India (Foreign Institutional Investors) Regulations,
                               1995) registered with SEBI
 Group Companies               Direct and /or indirect subsidiaries of the Company.
 Guarantor                     Means Shyam Basic Infrastructure Projects Private Limited, a company
                               incorporated under the Act, with corporate identity number
                               U64201RJ1996PTC020005 and having its registered office at B-2D, Shiv
                               Marg, Bani Park, Jaipur, Rajasthan;
 I.T. Act                      The Income-tax Act, 1961 as amended from time to time
                               This Information Memorandum dated March [25], 2010 pursuant to which
 Information Memorandum
                               the Debentures are being offered for private placement
 INR                           Indian Rupees
 Investor                      Such person who subscribe to this Issue
 ISIN                          International Securities Identification Number
 Issue                         Issue by way of private placement of the Debentures by the Company
 Issue Opening Date            March 30, 2010
 Issue Closing Date            March 30, 2010
                               Means a joint venture agreement dated November 5, 2005 as amended
                               pursuant to an amendment dated January 23, 2010 and as further amended
 JVA
                               and/or restated from time to time, existing between KRIBHCO and the
                               Company.
                               Means Krishak Bharati Cooperative Limited, a multi state Co-operative
                               Society registered under the Delhi Co-operative Societies Act, 1972 and
 KRIBHCO                       now governed by the Multi State Co-operative Societies Act, 2002 and
                               having its registered office at Red Rose House, 49 – 50, Nehru Place, New
                               Delhi – 110 019
                               Means Kribhco Shyam Fertilizers Limited, a company incorporated under
 KSFL                          the laws of India, having its registered office at Red Rose House, 49 – 50,
                               Nehru Place, New Delhi – 110 019
                               Means the 120,022,855 equity shares constituting 15 per cent. of the issued
 KSFL Shares                   and paid up equity capital of KSFL held by the Company and such other
                               shares of KSFL as the Company may hold from time to time
                               Means such number of Debenture Holders holding more than 50% of the
 Majority Debenture Holders
                               nominal value of the Debentures outstanding from time to time
 Mortgaged Property            Means the land in Debenture Nagar, Gujarat
                               A mutual fund registered with SEBI under the Securities and Exchange
 Mutual Fund
                               Board of India (Mutual Funds) Regulations, 1996

 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


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                                    the FEMA Regulations
 BSE                                Bombay Stock Exchange Limited.

                                    The record date for payment of interest or repayment of principal shall be
 Record Date                        10 (Ten) working days prior to the date on which interest is due and
                                    payable on the Debentures, or the date of redemption of such Debentures.

 Registrar/Registrar to the Issue   Registrar to the Issue, in this case being Indus Portfolio Private Ltd.
 Register of Debentureholders       The register maintained by the Company containing the name of
                                    Debenture holders entitled to receive interest in respect of the NCDs on
                                    the Record Date, which shall be maintained at the Registered Office
 ROC                                The Registrar of Companies
 RTGS                               Real Time Gross Settlement
 RBI                                The Reserve Bank of India
                                    Securities and Exchange Board of India constituted under the Securities
 SEBI
                                    and Exchange Board of India Act, 1992 as amended
                                    The SEBI (Issue and Listing of Debt Securities) Regulations, 2008, as
 SEBI Regulations
                                    amended I

                                    Means the 10,000 equity shares constituting 100 per cent. of the issued and
                                    paid up equity capital of the Company held by the Guarantor or such other
 STL Shares
                                    shares that may be held by the Guarantor in the Company from time to
                                    time.

 Sole Book Runner and Lead          The arranger appointed for the purposes of this Issue is Standard Chartered
 Arranger                           Bank (“SCB”)
 Stock Exchange                     The Bombay Stock Exchange Limited
 The Act                            The Companies Act, 1956 as amended
 WDM                                Wholesale Debt Market segment of the BSE




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                                               DISCLAIMERS

                                           ISSUER’S DISCLAIMER

This Information Memorandum is neither a prospectus nor a statement in lieu of a prospectus. The Issue of
Debentures to be listed on the WDM is being made strictly on a private placement basis. This Information
Memorandum is not intended to be circulated to more than 49 (forty-nine) persons. Multiple copies hereof
given to the same entity shall be deemed to be given to the same person and shall be treated as such. It does not
constitute and shall not be deemed to constitute an offer or an invitation to subscribe to the Debentures to the
public in general. This Information Memorandum should not be construed to be a prospectus or a statement in
lieu of prospectus under the Act.

This Information Memorandum has been prepared in conformity with the SEBI Regulations, 2008.

This Information Memorandum has been prepared solely to provide general information about the Issuer to
eligible investors to whom it is addressed and who are willing and eligible to subscribe to the Debentures. This
Information Memorandum does not purport to contain all the information that any eligible investor may require.
Further, this Information Memorandum has been prepared for informational purposes relating to this transaction
only and upon the express understanding that it will be used only for the purposes set forth herein.

Neither this Information Memorandum 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 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. By subscribing to the Issue, eligible investors shall be deemed to have acknowledged that the
Issuer does not owe them a duty of care in this respect. Accordingly, none of the Issuer’s officers or employees
shall be held responsible for any direct or consequential losses suffered or incurred by any recipient of this
Information Memorandum as a result of or arising from anything expressly or implicitly contained in or referred
to in this Information Memorandum or any information received by the recipient in connection with this Issue.

The Issuer confirms that, as of the date hereof, this Information Memorandum (including the documents
incorporated by reference herein, if any) contains all information that is material in the context of the Issue and
issue of the Debentures, is accurate in all material respects and does not contain any untrue statement of a
material fact or omit to state any material fact necessary to make the statements herein, in the light of the
circumstances under which they are made, and are 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 or in any material made available by the Issuer to any potential Investor pursuant hereto and, if
given or made, such information or representation must not be relied upon as having been authorized by the
Issuer.

This Information Memorandum and the contents hereof are restricted only for the intended recipient(s)
who have been addressed directly and specifically through a communication by the Company and only
such recipients are eligible to apply for the Debentures. All Investors are required to comply with the
relevant regulations/guidelines applicable to them for investing in this Issue. The contents of this
Information Memorandum are intended to be used only by those Investors to whom it is distributed. It is
not intended for distribution to any other person and should not be reproduced by the recipient.


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No invitation is being made to any persons other than those to whom application forms along with this
Information Memorandum being issued have been sent. Any application by a person to whom the Information
Memorandum has not been sent by the Issuer shall be rejected without assigning any reason.

The person who is in receipt of this Information Memorandum 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.
The recipient agrees to keep confidential all of such information provided (or made available hereafter),
including, without limitation, the existence and terms of such transaction, any specific pricing information
related to the transaction or the amount or terms of any fees payable to us or other parties in connection with
such transaction. This Information Memorandum may not be photocopied, reproduced, or distributed to others
at any time without the prior written consent of the Issuer. Upon request, the recipient will promptly return all
material received from the Issuer (including this Information Memorandum) without retaining any copies
thereof, all in accordance with such confidentiality agreement. If any recipient of this Information
Memorandum decides not to participate in the Issue, the recipient must promptly return this Information
Memorandum and all reproductions whether in whole or in part and any other information statement, notice,
opinion, memorandum, expression or forecast made or supplied at any time in relation thereto or received in
connection with the issue to the Issuer.

The Issuer does not undertake to update the Information Memorandum to reflect subsequent events after the
date of the Information Memorandum 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 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 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 in any jurisdiction where such action is
required. Persons into whose possession this Information Memorandum comes are required to inform
themselves about and to observe any such restrictions. The Information Memorandum is made available to
Investors in the Issue on the strict understanding that it is confidential.


                          DISCLAIMER CLAUSE OF THE STOCK EXCHANGE

As required, a copy of this Information Memorandum has been filed with the BSE in terms of the SEBI
Regulations.

It is to be distinctly understood that submission of this information memorandum to the BSE should not in any
way be deemed or construed to mean that this Information Memorandum has been reviewed, cleared or
approved by the BSE; nor does BSE in any manner warrant, certify or endorse the correctness or completeness
of any of the contents of this Information Memorandum, nor does the BSE warrant that the Issuer’s Debentures
will be listed or will continue to be listed on the BSE ; nor does the BSE take any responsibility for the
soundness of the financial and other conditions of the Issuer, its promoters, its management or any scheme or
project of the Issuer.




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As per the provisions of the SEBI Regulations, a copy of this information memorandum has not been filed with
or submitted to the SEBI. It is to be distinctly understood that this Information Memorandum should not in any
way be deemed or construed to have been approved or vetted by SEBI. SEBI does not take any responsibility
either for the financial soundness of any proposal for which the Debentures issued thereof is proposed to be
made or for the correctness of the statements made or opinions expressed in this Information Memorandum.



Disclaimer of the Sole Book Runner and the Lead Arranger

It is hereby declared that the Company/ Issuer has exercised due-diligence to ensure complete compliance of
prescribed disclosure norms in this Information Memorandum. The role of the Lead Arranger in the assignment
is confined to marketing and placement of the Debentures on the basis of this Information Memorandum as
prepared by us. The Lead Arranger has neither scrutinized nor vetted nor have it done any due-diligence for
verification of the contents of this Information Memorandum. The Lead Arranger shall use this Information
Memorandum for the purpose of soliciting subscription(s) from qualified institutional investor(s) in the
Debentures to be issued by us on private placement basis. It is to be distinctly understood that the aforesaid use
of this Information Memorandum by the Lead Arranger should not in any way be deemed or construed to mean
that the Information Memorandum has been prepared, cleared, approved or vetted by the Lead Arranger; nor
should the contents to this Information Memorandum in any manner be deemed to have been warranted,
certified or endorsed by the Lead Arranger so as to the correctness or completeness thereof.



Company Disclaimer Clause

The Company certifies that the disclosures made in this Information Memorandum is generally adequate and in
conformity with the SEBI Regulations. Further, the Company accepts no responsibility for statements made
otherwise than in the Information Memorandum 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
would be doing so at his own risk.



Cautionary Note

This Information Memorandum is not intended to provide the sole basis of any credit decision or other
evaluation and should not be considered as a recommendation that any recipients of this Information
Memorandum should invest in the Debentures proposed to be issued by the Company. Each eligible investor
should make its own independent assessment of the investment merit of the Debentures and the Company.
Eligible 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
circumstance. This Information Memorandum is made available to eligible investors on the strict understanding
that it is confidential. Recipients shall not be entitled to use any of the information otherwise than for the
purpose of deciding whether or not to invest in the Debentures.




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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. 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 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. The distribution of this Information
Memorandum or the Application Forms and the offer, sale, pledge or disposal of the Debentures may be
restricted by law in certain jurisdictions. This Information Memorandum 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
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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                                       ISSUER PROFILE


     Name:                     STL Fertilizers Private Limited
     Registered Office:        A-60, Naraina Industrial Area, Phase I,
                               New Delhi – 110 028

     Phone No.:                011-41411071/72
     Fax No.:                  011-25792194/25895622
     Contact Person:           Mr.Alok Tandon
     Email:                    tandonalok@gmail.com
     Auditors:                 Padam Dinesh & Company
                               11/6-B, IInd Floor, Shanti Chambers,
                               Pusa Road, New Delhi 110005
     Lead Arranger

                               Standard Chartered Bank
                               90 MG Road, Fort, Mumbai – 400 001
                               Tel. +91 22 2269 4676
                               Fax: +91 22 2265 1255
     Debenture Trustee

                               IDBI Trusteeship Services Ltd.
                               Asian Building, Ground Floor
                               17, R. Kamani Marg
                               Ballard Estate, Mumbai – 400 001
                               Tel: +91 22 40807004
                               Fax: +91 22 66311776
                               Contact Person: Ms. Brindha
                               Venkatraman
                               Email: brindha@idbitrustee.co.in
     Registrar to the Issue


                               Indus Portfolio Private Ltd.
                               G-65, Bali Nagar
                               New Delhi – 110015
                               Tel: +91 11 47671200
                               Fax: +91 11 25449863
                               Contact Person: Mr. Bharat Bhushan
                               Email: bharat.b@indusinvest.com,
                               bharatbhushan_indus@hotmail.com




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     Credit Rating Agency          CRISIL
     (in alphabetical order)       121-122, Andheri –Kurla Road
                                   Andheri (East)
                                   Mumbai-400093
                                   Tel: +91 22 66913001
                                   Fax: +91 22 66913187
                                   Contact Person: Mr. Prasad Koparkar



OVERVIEW OF THE COMPANY

STL Fertilizers Private Limited (“The Company”) is a wholly owned subsidiary of Shyam Basic Infrastructure
Projects Private Limited (“SBIPPL”). The Company is a Special purpose vehicle to hold investments in Kribhco
Shyam Fertilizers Limited (“KSFL”).

Recently the Company has subscribed for 15,002,857 Equity Shares of KSFL in the month of January 2010.
KSFL had made the allotment of the above said Shares on February 1, 2010.

Currently the Company is having 15% equity stake of the overall paid up capital of Rs. 800.06 crores of KSFL.




Overview of Shyam Group:

Incorporated in 1996, SBIPPL is part of the India-based Shyam Group. The Shyam Group is an integrated
player in the telecom industry with interests in basic and satellite telephony, ISP and VSAT services,
manufacture of a wide range of telecom equipment, and agri-business initiatives such as contract farming and in
fertilizer sector. The Group was founded by three individuals, Mr. Rajiv Mehrotra, Mr. Ajay Khanna and Mr.
Alok Tandon, who are SBIPPL’s promoters and directors and also function as directors on the Boards of other
Shyam Group companies.

The Group pioneered the concept of cable TV and dish antennae in India back in the late 1970s and early 1980s.
The Group’s flagship company is Shyam Telecom Limited (“STL”), which was incorporated in 1992. STL, in
which SBIPPL indirectly (through 6 investment companies) owns a 66.3% stake, is listed on the BSE and the
NSE.

STL is presently one of the top 5 suppliers to India’s leading state-owned telecommunication company, Bharat
Sanchar Nigam Ltd. (“BSNL”) and has won the export promotion award for the best hardware export many
times. STL’s business interests span equipment related to GSM and CDMA Repeater Solutions, VSAT,
Multiplexers, DSL etc. In the VSAT space, the Group has acquired TELSTRA's VSAT operation and is ranked
second in the industry on an all India basis. The company’s products conform to strict quality standards and it
is also involved in extensive exports to Africa, US, China, Japan and the Middle East.




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Following is the corporate structure of the Shyam group:

                                                           Shyam Group

                                                                 SBIPL
                                                                      90.0%              33.5%                   100%
                     51.0%                                             90.0%

                                                                                  ESCL
                        SAEL                                                                                         1.1.1       S
                                                                                                                                 T
                                                                                                                   15%
             IIIPL                                                             ATIPL                                             L
                                                                                                           KSFL
                                                                                                                                 F
                         IIIPL        TFIPL             CCSIPL            MIIPL           ATIPL             CIPL
                                                                                                                                 e
                                                                                                                                 r
                                                                                                                                 t
                                                66.3%                               24%                                          i
                                                 STL                           SSTL                                              l
                                                                                                                                 i
                                                                                                                                 z
                                                                                                                                 e
                                                                                                                                 r
(Note: Shyam Antenna Electronic Ltd. and SBIPPL are owned entirely or substantially by the three promoters of Shyam Group. SBIPPL –
      Shyam Basic Infrastructure Projects Private Limited; STL -- Shyam Telecom Ltd.; SSTL – Sistema Shyam Teleservices Ltd.; ESCL
      – Essel Shyam Communication Limited; IIPL – Intel Invofin India Pvt. Ltd.; TFIPL – Teletec Finsec India Pvt. Ltd.; CCSIPL –
      Cellphone Credit & Securities India Pvt. Ltd.; MIIPL – Mehrotra Invofin India Pvt. Ltd.; ATIPL – A. T. Invofin India Pvt. Ltd.; CIPL –
      Cellcap Invofin India Pvt. Ltd.)



The other main Company is Sistema Shyam Telelservices Limited (“SSTL”) which is currently having Pan
India Telecom License for Unified Access Service License (“UASL”) Services in India. Currently the company
is providing its services in nine Telecom Circle and is planning to launch its mobile telephony services in the
balance circles in near future. SSTL intends to offer a whole range of services on its network including POTS,
Internet, ISDN, Broadband and interactive services etc. It intends to have an aggressive roll out throughout
using the Wireless in Local Loop (“WLL”) technology initially before building its own backbone. The company
proposes to rope in internationally renowned project management group/consultants besides the expertise of an
operator for this purpose.

Recently, the promoter of SSTL have entered into a Joint Venture Agreement with JSFC, Sistema, a Russia
based Industrial Group, and sold 74% equity to them. Sistema is the largest private sector consumer services
company in Russia and the CIS. Founded in 1993, the corporation develops and manages a portfolio of market-
leading businesses in selected service-based industries. In total, companies controlled by Sistema serve more



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than 65 million consumers in Russia, the CIS and Eastern and Western Europe. The main areas of businesses of
Sistema are Telecommunication, Real Estate, Banking, Retail, Tourism, Media, Radio Technology,
Pharmaceuticals and Petroleum.

In 1995, the Shyam Group also established a mobile telephony company called Hexacom India Ltd.
(“Hexacom”) as a joint venture with Telecommunication Consultants India Ltd (TCIL) and Telesystem
International Wireless (TIWs), Canada. The company started its operations in September 1996 and launched
commercial service in January 1997 in the city of Jaipur in Rajasthan. The company provides cellular services

under the brand name Oasis Cellular in the state of Rajasthan. In 2004, Shyam group sold its 67.5% stake in
Hexacom to Bharti Televenture Limited for a total consideration of INR4.3 billion (US$97.5 million). The
above stake was collectively held by STL, STLL and Shyam Cellular Infrastructure Projects Limited (SCIPL).
Parts of the proceeds from the sale were used to prepay the term debt of STLL.

The other major companies/ activities within the Shyam Group are described below:

Shyam Antenna Electronic Limited (“SAEL”)

The Shyam Group was the pioneer in India in satellite viewing systems and is credited with installing the first
dish antenna in India. The company endeavors to provide highly sophisticated cable TV systems at affordable
prices. Its comprehensive range of products comprises high quality anodized aluminum mesh dish antenna,
remote control hi-tech satellite receivers, modular and compact professional transmission systems.

Essel Shyam Communication Limited (“ESCL”)

A joint venture between Essel and Shyam Groups for providing VSAT Services. The company has set up a
state-of-the-art VSAT Hub Station with technology supplied by STM Wireless Inc., USA, which is a world
leader in the VSAT Industry. The company has installed and commissioned all the three Hub Stations including
TDM/TDMA, SCPC/DAMA and Hybrid to provide comprehensive and need based solutions for the various
communication requirements of a business organization/public sector and other people in a closed user group.

Shyam Internet Services Ltd. (“SISL”)

A newly developed company of the Shyam Group with a Class 'A' Licence issued by the Government of India,
SISL has been set up to provide internet services throughout the country.


KRIBHCO Shyam Fertilizers Ltd. (“KSFL”)

KSFL was incorporated on December 8, 2005 pursuant to a joint venture agreement (the “Joint Venture
Agreement”) entered into between Krishak Bharati Co-operative Limited (“KRIBHCO”) and Shyam Basic
Infrastructure Projects Private Limited (“SBIPPL”), to acquire the 0.86 mm mtpa urea plant of Oswal
Chemicals Private Limited (“OCFL”) (the “Acquisition”). The acquired plant is located in the Shahjahanpur
district of the northern state of Uttar Pradesh and is KSFL’S primary asset.

The total paid up capital of the Company is INR 7.00 bn of which KRIBHCO holds 85% and SBIPL holds 15%
through its subsidiary i.e. STL Fertilizers Private Limited.




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Overview of KRIBHCO

Krishak Bharati Cooperative Limited (KRIBHCO) is a cooperative society promoted by Government of India in
1980. KRIBHCO is engaged in manufacture of fertilizers, including bio-fertilizers and seeds. It has 1.73 million
tonnes per annum (tpa) capacity of urea, 1 million tpa capacity of ammonia plant and 550 tpa capacity of bio-
fertilizer plant in Hazira, Gujarat. It also has ten seed processing plants spread across various states in India.
Besides, KRIBHCO has multiple joint ventures in fertilizer and power sectors in India and abroad.
KRIBHCO has long term credit rating of AA- from CRISIL.


(In Rs Crores)

 Particulars                                           FY08                    FY09
 Total Revenue                                       2460.20                 2909.97
 EBITDA                                               299.43                  307.29
 EBITDA %                                               12%                     11%
 Interest & financing charges                           5.31                   10.37
 Depreciation                                          22.79                   27.52
 PBT                                                  272.11                  269.33
 PAT                                                  209.20                  250.12
 Tangible Networth                                   2378.51                 2549.40
 Total Debt                                           224.72                   92.14
 Debt:Equity Ratio                                      0.09                    0.04
 Current Assets                                      1851.78                 1567.97
 Current Liabilities                                  498.58                  507.76
 Current Ratio                                          3.71                    3.09
 Cash and Bank Balance                               1731.95                 1427.59

Brief Financial highlights of the Company
                                                                                                     (Rs. In crs)
 As on 31, March                                         2007                     2008                     2009
 Total income                                             0.00                     0.18                    0.51
 PBDIT                                                                              .09                    0.41
 PAT                                                                                .07                      .28
  Equity Capital                                           .01                      .01                      .01
  Net worth*                                             60.66                   74.33                    71.28
* Net Worth includes Advance for Share Capital




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   Shareholding Pattern (as on December 31, 2009)

 Name of the Shareholder                                  No. of      % to total
                                                        Shares held    equity
 SHYAM BASIC INFRASTRUCTURE PROJECTS                           9998        99.98
 PVT. LTD
 SHYAM BASIC INFRASTRUCTURE PROJECTS                              1            0.01
 PVT. LTD ( AJAY KHANNA)
 SHYAM BASIC INFRASTRUCTURE PROJECTS                              1            0.01
 PVT. LTD ( ALOK TANDON)
                                Total                        10000            100%




PROFILE OF KEY EXECUTIVES

       Name           Position                                Brief Profile
                      & Status
Mr. Ajay Khanna       Promoter   Mr. Ajay Khanna, was inducted on the Board of Shyam as Whole Time
                      &          Director in October, 1993 and was elevated as Managing Director in
                      Director   April, 1998.

                                 He has been principally involved in setting up Distributors/Channel
                                 Network for Cable TV and Cellular Business and also co-ordination and
                                 high level liaison with all Local Authority/Statutory Regulatory bodies
                                 to ensure smooth function of various group companies. He is promoting
                                 various Business of Shyam Group Viz; Hexacom, Telelink & Essel
                                 Shyam. He Successfully did an IPO of Shyam Telecom in 1994 which
                                 got an Overwhelming response and over Subscribed by 25 times.

                                 He is heading the Commercial Operations as well as Financial
                                 Management's and Credit Monitoring for the group. Financial/
                                 Technical Operations of the Group. He was instrumental in creating a
                                 consortium and closing the financing for the Cellular and V-SAT
                                 business of the Group.

                                 He is also responsible for exploring new expansion opportunities in the
                                 telecom sector, raising resources for their successful financial closure
                                 besides financial planning.

Mr.Alok Tandon        Promoter   Alok Tandon, was inducted on the Board of Shyam as Whole Time
                      &          Director in October, 1993 and was elevated as Managing Director in
                      Director   April, 1998. He is a qualified Chartered Accountant.

                                 He is actively involved in promoting various Business of Shyam Group



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       Name            Position                                   Brief Profile
                       & Status
                                   Viz; , Telelink & Essel Shyam. He Successfully did an IPO of Shyam
                                   Telecom in 1994 which got an Overwhelming response and over
                                   Subscribed by 25 times.

                                   He is heading the Financial/ Technical Operations of the Group. He was
                                   instrumental in creating a consortium and closing the financing for the
                                   Cellular, Basic and V-SAT business of the Group.

                                   He is also responsible for exploring new expansion opportunities in the
                                   telecom sector, raising resources for their successful financial closure
                                   besides financial planning.




AUDITORS


 M/s Padam Dinesh & Company is the statutory auditor of SFPL with there office at 11/6-B, IIND FLOOR,
 SHANTI CHAMBERS, PUSA ROAD, NEW DELHI 110005


A. REGULATORY DISCLOSURES
   This section sets out information as required by Schedule I of the SEBI Regulations.


   1. The following documents have been submitted to the BSE:
       (i) Memorandum and articles of association of the Issuer.
       (ii) A copy of the latest audited balance sheet and annual report of the Issuer


   2. Name and address of registered office of the Issuer
       Name            : STL Fertilizers Private Limited.
       Address         : A-60 Naraina Industrial Area Phase- I New Delhi-110028


   3. Names and addresses of the directors of the Issuer
       The following table sets forth details regarding the Company’s Board of Directors as on March 1, 2010:

          S. No.    Name and Designation of Directors                           Addresses
             1     Mr.Ajay Khanna                             A-9, Naraina Vihar, New Delhi-110028




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             2       Mr.Alok Tandon                               LCG-04 PHB Laburnum Apartments Sushant
                                                                  Lok sector-28 Gurgaon-122002.




   4. A brief summary of the business / activities of the Issuer and its line of business.

   STL Fertilizers Private Limited (“The Company”) is a wholly owned subsidiary of Shyam Basic
   Infrastructure Projects Private Limited (“SBIPPL”). The Company is a Special purpose vehicle to hold
   investments in Kribhco Shyam Fertilizers Limited (“KSFL”). Currently the Company is having 15% equity
   stake of KSFL. For further details please refer to the chapter “Overview of the Company”.

   5. A brief history of the Issuer since its incorporation giving details of its activities including any
      reorganization, reconstruction or amalgamation, changes in its capital structure, (authorized,
      issued and subscribed) and borrowings, if any.


     Capital Structure of the Company


     Share Capital as at 31st March 2009 is set forth below:                      (Rs. In crores)

             As on 31st March, 2009                                                 Amount
             1.         SHARE CAPITAL
             A.         Authorised Share Capital                                                    .01
                         Equity Shares of Rs./- each                                                .01
                         Preference Shares of Rs.100/- each
             B.         Issued, Subscribed and Paid up                                              .01
                        Equity Shares of Rs. /- each fully paid up

     Total Borrowings as on 31st March 2009                                              ( Rs. In crores)
             As on 31st March, 2009                                                       Amount
                       LOAN FUND
             a.        Secured Loan                                                           85.00
             b.        Unsecured Loan

     There is no change in the capital since incorporation

     Shareholding pattern as on March 15, 2010

      Category                                                       No. of        %
                                                                     Shares        Shareholding
      Promoters’ holding
      Promoters: Indian Promoters                                             2                     0.02



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      Persons acting in concert                                           -                  -
      Sub-total                                                           2               0.02
      Non-Promoters Holding                                               -                  -
      Institutional Investors                                             -                  -
      Mutual Funds and UTI                                                -                  -
      Banks, Financial Institutions                                       -                  -
      FIIs                                                                -                  -
      Sub-total                                                           -                  -
      Others                                                              -                  -
      Private Corporate Bodies                                         9998              99.98
      Indian Public                                                       -                  -
      NRIs/OCBs                                                           -                  -
      Any other:
                (i) Other Non-promoter Directors & their                   -                 -
      relatives
                                                                           -                 -
                (ii) Clearing Members
      Sub-total                                                        9998              99.98
      GRAND TOTAL                                                     10000               100

   6. Details of debt securities issued and sought to be listed
       The Company proposes to issue rated, secured, redeemable non convertible Debentures of face value
       Rs. 10,00,000 with 9.0% per annum, payable on the Redemption Date on the outstanding amount, in
       arrears, from the Deemed Date of Allotment up to the Redemption Date.
   7. Issue Size
       Rs 135 Crores.


   8. Utilization of the Issue Proceeds
       The funds raised by the issue of the Debentures shall be utilized by the Company, for repayment of
       existing debt availed from group companies in compliance with the provisions of applicable law .

   9. A statement containing particulars of the dates of, and parties to all material contracts,
      agreements involving financial obligations of the Issuer
       The following contracts (not being contracts entered into in the ordinary course of business carried on
       by the Company or entered into more than two years before the date of this document which are or may
       be deemed material have been entered or to be entered into by the Company.

       These material contracts, and material documents referred to hereunder, may be inspected at the
       Registered Office of our Company between 10.00 am to 4.00 pm on working days.

     Material Documents




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     1) Certified true copies of the Memorandum and Articles of Association of the Company, as amended
        from time to time.

     2) Copy of the Certificate of Incorporation of the Company dated 24.12.2004.

     3) Certified true copy of the Resolution of the Board of Directors dated 02.03.2010 for issuance of Non
        Convertible Debentures and empowering for other related matters.

     4) Copies of Annual Reports of our Company for the last five financial years.

     5) Certified true copy of the Resolution of the Members of the Company passed at the Annual General
        Meeting appointing M/s Padam Dinesh & Co. as statutory auditors of the Company.

     6   Copy of tripartite agreement between the Company, Indus Portfolio Private Limited and National
         Securities Depository Limited.

     7) Copy of tripartite agreement between the Company, Indus Portfolio Private Limited and Central
        Depository Services (India) Limited.

     8) Loan Agreement signed with P C Media Systems Ltd on 31st March 2009 for a facility of Rs 85 crores




   10. Details of other borrowings including any other issue of debt securities in past:



     Name of Lender            Amount       Instrument      Period                   Security Details
     Rabo India Finance        250 crores   Loan            13.04.2006 to            Put option on Kribhco
     Ltd.                                                   13.11.2007               for 40% Equity Shares
                                                                                     of KSFL,pledge of the
                                                                                     said Shares in favour of
                                                                                     Lenders, Corporate
                                                                                     Guarantee of the parent
                                                                                     Company
     *DSP Merrill Lynch        260 crores   Loan            13.11.2007 –             Put option on Kribhco
     Capital Limited                                        31.03.2009               for 40% Equity Shares
                                                                                     of KSFL,pledge of the
                                                                                     said Shares in favour of
                                                                                     Lenders, Corporate
                                                                                     Guarantee of the parent
                                                                                     Company
     P. C. Media Systems       85 crores    Loan            31.03.2009 – till date   English pledge of 15%
     Ltd.                                                                            Equity Shares of KSFL

   * In the Financial Year 2007-08 DSP Merrill Lynch Capital Limited had assigned the loan to the trustee of
   the UBL trust series 42, 43, 44 and 45



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   11. Any material event/development or change at the time of issue or subsequent to issue which may
       affect the issue of the Investor’s decision to invest/continue to invest in the debt securities.
          NIL


   12. Particulars of the Debt Securities issued
          The Company has not issued any debt securities for consideration other than cash, at premium, or at
          discount.


   13. Details of Top 10 Holders of Equity and Debt Securities.
   Top 10 equity shareholders

     S No.       Entity                                                Shares held        Percentage holding (%)

     1.          SBIPPL                                                         9998                               99.98

     2.          Mr. Ajay Khanna for and on behalf of SBIPPL                         1                              0.01

     3.          Mr. Alok Tandon for and on behalf of SBIPPL                         1                              0.01



    Top 10 debt holders

     S No.      Entity                                                 Amount (Rs cr)

     1.         P. C. Media Systems Ltd                                              85



   14. Undertaking to use a Common Form of Transfer
          The Company will issue debenture in dematerialized form only and there will not be any Debentures in
          physical mode. However, the Company would use a common transfer form for physical holdings, if at a
          later stage there is any holding in physical form due to the depository giving the rematerialisation
          option to any investor.

   15. Redemption amount, Maturity and Yield on redemption
          Redemption Amount: Rs. 135 cr

          Date of Maturity: March 26 2012

          Yield on redemption: 9.00% per annum


   16. Information relating to the terms of offer or purchase.




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       For information relating to the terms of offer or purchase, please refer to the “Summary Term Sheet as
       set out in Annexure 1 of this Information Memorandum.

   17. The discount at which such offer is made and the effective price for the Investor as a result of
       such discount.
       The Debentures are being issued at par.


   18. The debt equity ratio prior to and after issue of the debt security.
       The debt equity ratio prior to and after issue of the debt security


                                                     Prior to Issue*                 After the Issue^
        Debt Equity Ratio                            1.192                           1.89

       *Based on the 2009 financials (Debt Rs 85 Crores / Net Worth : Rs. 71.28 Crores)
       ^ The issue proceeds would be utilized to repay the existing debt of Issuer and group companies



   19. Servicing Behavior on Existing Debts
       The company is discharging all its liabilities in time and would continue doing so in future as well. The
       company has been paying regular interest and on redemption repaying the bank.


   20. Permission and Consent from the Creditors
       The Company shall procure consent from the existing charge holders for creation of security for the
       Debentures on pari passu basis. The trustee shall in future provide consent to create pari-passu charge
       subject to the Issuer Company complying with the requisite terms of the debentures issued


   21. Names of the Debentures Trustees and Consents thereof
       The debenture trustee of the proposed debenture is: IDBI Trusteeship Services Ltd.
       IDBI Trusteeship Services Ltd. has given its written consent for its appointment as debenture trustee to
       the Issue and inclusion of its name in the form and context in which it appears in this Information
       Memorandum.
       Consent letter from Debenture Trustee is attached as Annexure 4.


   22. Rating and Rating Rationale
       AA-(SO) (pronounced AA Minus SO) by CRISIL Limited for Debentures indicating “high safety for
       timely servicing of debt obligations. Such instruments carry very low credit risk”
       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 obtained is subject to




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       revision at any point of time in the future. The rating agencies have a right to suspend, withdraw the
       rating at any time on the basis of new information etc.


   23. Listing
       The Debentures of the Company are proposed to be listed on the WDM 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.




   24. A summary term sheet with brief prescribed information pertaining to the Non-Convertible debt
       securities (or a series thereof) (where relevant):
       Attached as Annexure 1 to this Information Memorandum.


   25. Purchase and Sale of Debentures
       The Company may, at any time and from time to time, purchase Debentures at the price available in the
       debt Market in accordance with the applicable laws..


   26. Future Borrowings
       The Company shall be not borrow / raise loans or avail financial assistance in whatever form so long as
       the Debentures are outstanding. Until the Debentures are fully redeemed the Company shall not create
       any mortgage or charge on any of the Mortgaged Properties or assets given as Security without the prior
       written approval of the Debenture Trustee (acting on the instructions of the Majority Debenture
       Holders).


   27. Governing Law
       The Debentures are governed by and will be construed in accordance with 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 Debenture holders, by purchasing the Debentures, agree that
       the Delhi High Court shall have non-exclusive jurisdiction with respect to matters relating to the
       Debentures.

   28. Underwriting of the issue
       The Issue of Debentures has not been underwritten.


   29. Tax Benefits
       A Debenture Holder is advised to consider in his own case the tax implications in respect of
       subscription to the Debentures after consulting his tax advisor.




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     30. Security
        The Debentures, together with costs, charges, expenses and all other monies due from the Company
        under the Issue, shall be secured as below:


        (1)     First ranking mortgage over the Mortgaged Property;
        (2)     A first ranking and exclusive and valid, unconditional, irrevocable, binding and enforceable
                pledge on the KSFL Shares;
        (3)     A first ranking and exclusive pledge on the STL Shares.
        (4)     A valid, unconditional, irrevocable, binding and enforceable assignment of the Exit Option
                pursuant to a put option assignment agreement entered into between the Company, KRIBHCO
                and the Debenture Trustee.


B.      OTHER INFORMATION AND ISSUE PROCEDURE
        The Debentures being offered as part of the Issue are subject to the provisions of the Act, the
        Memorandum and Articles of Association of the Company, the terms of this Information Memorandum,
        Application Form and other terms and conditions as may be incorporated in the Debenture Trust Deed.


        Mode of Transfer/ Transmission of Debentures
        The Debentures shall be transferable freely to all classes of eligible Investors. The Debenture(s) shall be
        transferred and/ or transmitted in accordance with the applicable provisions of the Act and other
        applicable laws. The provisions relating to transfer, transmission and other related matters in respect of
        shares of the Issuer contained in the Articles of Association and the Act shall apply, mutatis mutandis
        (to the extent applicable to debentures), to the Debentures as well. The Debentures held in
        dematerialised form shall be transferred subject to and in accordance with the rules/ procedures as
        prescribed by NSDL and the relevant DP’s of the transferor or transferee and any other applicable laws
        and rules notified in respect thereof. The transferee(s) should ensure that the transfer formalities are
        completed prior to the Record Date. In the absence of the same, interest will be paid/ redemption will be
        made to the person, whose name appears in the register of debenture holders maintained by the
        Depositories under all circumstances. In cases where the transfer formalities have not been completed
        by the transferor, claims, if any, by the transferees would need to be settled with the transferor(s) and
        not with the Issuer. The normal procedure followed for transfer of securities held in dematerialized
        form shall be followed for transfer of these Debentures held in electronic form. The seller should give
        delivery instructions containing details of the buyer’s DP account to his DP.
        Investors may note that subject to applicable law, the Debentures of the Issuer would be issued and
        traded in dematerialised form only.


        Debentures held in Dematerialized form
        The Debentures shall be held in dematerialised form and no action is required on the part of the
        Debenture Holder(s) for redemption purposes and the redemption proceeds will be paid by cheque/fund
        transfer/RTGS to those Debenture Holder(s) whose names appear on the list of Beneficiaries provided
        by the Depositories to the Issuer. The names would be as per the Depositories’ records on the relevant




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       Record Date fixed for the purpose of redemption. All such Debentures will be simultaneously redeemed
       through appropriate debit corporate action.
       The list of Beneficiaries as of the relevant Record Date setting out the relevant Beneficiaries’ name and
       account number, address, bank details and DP’s identification number will be given by the Depositories
       to the Issuer and the Registrar. Based on the information provided above, the Issuer/Registrar will
       dispatch the cheque for interest / coupon payments to the Beneficiaries. If permitted, the Issuer may
       transfer payments required to be made in relation to any by electronic transfer of funds/RTGS, to the
       bank account of the Debenture Holder for redemption and interest/ coupon payments.


       Trustee for the Debenture Holder(s)


       The Issuer has appointed IDBI Trusteeship Services Ltd. to act as trustee for the Debenture Holder(s).
       The Issuer and the Debenture Trustee intends to enter into the Debenture Trust Deed inter alia,
       specifying the powers, authorities and obligations of the Debenture Trustee and the Issuer. The
       Debenture Holder(s) shall, without further act or deed, be deemed to have irrevocably given their
       consent to the Debenture Trustee or any of its agents or authorized officials to do all such acts, deeds,
       matters and things in respect of or relating to the Debentures as the Debenture Trustee may in its
       absolute discretion deem necessary or require to be done in the interest of the Debenture Holder(s). Any
       payment made by the Issuer to the Debenture Trustee on behalf of the Debenture Holder(s) shall
       discharge the Issuer pro tanto to the Debenture Holder(s). The Debenture Trustee will protect the
       interest of the Debenture Holder(s) in regard to timely payment of interest and repayment of principal
       and they will take necessary action, subject to and in accordance with the Debenture Trust Deed, at the
       cost of the Issuer. No Debenture Holder shall be entitled to proceed directly against the Issuer unless the
       Debenture Trustee, having become so bound to proceed, fails to do so. The Debenture Trust Deed shall
       more specifically set out rights and remedies of the Debenture Holders and the manner of enforcement
       thereof.


       Sharing of Information
       The Issuer may, at its option, but subject to applicable laws, use on its own, as well as exchange, share
       or part with any financial or other information about the Debenture Holder(s) available with the Issuer,
       with its subsidiaries and affiliates and other banks, financial institutions, credit bureaus, agencies,
       statutory bodies, as may be required and neither the Issuer nor its subsidiaries and affiliates nor their
       agents shall be liable for use of the aforesaid information.


       Debenture Holder not a Shareholder
       The Debenture Holder(s) will not be entitled to any of the rights and privileges available to the
       shareholders of the Issuer.


       Modification of Debentures/Information Memorandum
       The Registrar and the Issuer may agree, without the consent of the Debenture Holder(s) to:
       1. any modification to the Debentures, which is not prejudicial to the interest of the Debenture
          Holder(s); and



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       2. any modification of this Information Memorandum which is a manifest or proven error or is in
          violation of any provision of law.


       Right to Accept or Reject Applications


       The Board of Directors reserves its full, unqualified and absolute right to accept or reject any
       application for subscription to the Debentures, in part or in full, without assigning any reason thereof.




       Notices
       All notices to the Debenture Holder(s) required to be given by the Issuer or the Debenture Trustee shall
       have been given if sent either by registered post, by facsimile or by email to the original/ first allottees
       of the Debenture(s), or as may be prescribed by applicable law.
       All notice(s) to be given by the Debenture Holder(s) shall be sent by registered post or by hand delivery
       to the Issuer or to such persons at such address as may be notified by the Issuer from time to time
       through suitable communication.
       Notice(s) shall be deemed to be effective (in the case of registered post) seven business days after
       posting, (in the case of facsimile/email) twenty four hours after dispatch or (in the case of personal
       delivery) at the time of delivery.


       Issue Procedure
       Only eligible Investors as given hereunder may apply for the Debentures by completing the application
       form in the prescribed format in BLOCK LETTERS in English as per the instructions contained therein.
       The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in
       the relevant application form. No application can be made for a fraction of a Debenture. Application
       forms should be duly completed in all respects and applications not completed in the said manner are
       liable to be rejected. The name of the applicant’s bank, type of account and account number must be
       duly completed by the applicant. This is required for the applicant’s own safety and these details will be
       printed on the refund orders and interest/ redemption warrants.
       An application form must be accompanied by either demand draft(s) or cheque(s) drawn or made
       payable in favour of the Issuer or otherwise as may be set out in the application form and crossed
       “Account Payee Only”. Cheque(s) or demand draft(s) may be drawn on any bank including a co-
       operative bank, which is a member or a sub-member of the bankers clearing house located at Mumbai.
       If permitted, the applicant may transfer payments required to be made in relation to any by electronic
       transfer of funds/RTGS, to the bank account of the Issuer as per details mentioned in the application
       form.


       Application Procedure
       Potential Investors will be invited to subscribe by way of Application format prescribed in the
       Information Memorandum during the period between the issue opening date and the issue closing date
       (both dates inclusive). The Company reserves the right to close the issue at the earlier date on the issue
       being fully subscribed.


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       Fictitious Application: As a matter of abundant caution and although not applicable in the case of
       debentures, attention of applicants is specially drawn to the provisions of subsection (1) of Section 68A
       of the Act: “Any person who: (a) makes in a fictitious name an application to a company for acquiring,
       or subscribing for, any shares therein, or (b) otherwise induces a company to allot, or register any
       transfer of, shares therein, to him, or any other person in a fictitious name, shall be punishable with
       imprisonment for a term which may extend to five years”.




       Basis of Allotment


       Notwithstanding anything stated elsewhere, Issuer reserves the right to accept or reject any application,
       in part or in full, without assigning any reason. Subject to the aforesaid, in case of over subscription,
       priority will be given to Investors on a first cum first serve basis. The investors will be required to remit
       the funds as well as submit the duly completed Application Form along with other necessary documents
       to Issuer by the Deemed date of allotment.
       Deemed date of allotment for the issue is March 26, 2010 by which date Investors would be intimated
       of allotment.


       Payment Instructions
       Upon receipt of intimation of allotment, application form along with cheque(s)/drafts favouring “STL
       Fertilizers Private Limited”, crossed Account Payee only should be tendered through the Leads
       Arranger. The entire amount of Rs.1,000,000/- (Rs. Ten Lakhs only) per debenture is payable on the
       application. Applicants can alternatively, remit the application amount through RTGS on Paying Date
       The RTGS details of Issuer are as under:
       IFSC Code:               : SYNB0009055
       Bank Account No          .: 90551010002777
       Bank                      : Syndicate Bank
       Branch                    : South Block, Defence H.Q., New Delhi


       Eligible Investors
       The following categories of Investors, when specifically approached, are eligible to apply for this
       private placement of Debentures subject to fulfilling their respective investment norms/ rules and
       compliance with laws applicable to them by submitting all the relevant documents along with the
       application form:
           o    Banks & Financial Institutions;
           o    Mutual Funds;
           o    Non Banking Financial Companies;
           o    Public Financial Institutions (as defined under Section 4A of the Companies Act);
           o    Insurance Companies;


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           o   Mutual Funds;
           o   Provident and Pension and Gratuity Funds;
           o   Companies and Bodies Corporate including Public Sector Undertakings;
           o   Individuals and HUFs;
           o   Partnership Firms
           o   any other eligible investor who are authorized to invest in the debentures.


       All Investors are required to comply with the relevant regulations/guidelines applicable to them for
       investing in this issue of Debentures.


       Applications for subscription of Debentures not to be made by person(s) or entity(es) resident outside
       India (including Foreign Institutional Investors, NRIs, Overseas Corporate bodies, etc.)


       After the Debentures are listed, any person eligible under applicable law will be allowed to hold these
       Debentures..


       Depository Arrangements
       The Issuer shall make necessary depository arrangements with CDSL and NSDL for issue and holding
       of Debentures in dematerialised form.


       List of Beneficiaries
       The Issuer shall request the Depositories to provide a list of Beneficiaries as at the end of the relevant
       Record Date. This shall be the list, which will be used for payments of interest or repayment of
       redemption monies, as the case may be.


       Applications under Power of Attorney
       A certified true copy of the power of attorney or the relevant authority as the case may be along with
       the names and specimen signature(s) of all the authorized signatories and the tax exemption certificate/
       document, if any, must be lodged along with the submission of the completed application form. Further
       modifications/ additions in the power of attorney or authority should be notified to the Issuer or to its
       agents or to such other person(s) at such other address(es) as may be specified by the Issuer from time
       to time through a suitable communication.
       In case of an application made by companies under a power of attorney or resolution or authority, a
       certified true copy thereof along with memorandum and articles of association and/ or bye-laws along
       with other constitution documents must be attached to the application form at the time of making the
       application, failing which, the Issuer reserves the full, unqualified and absolute right to accept or reject
       any application in whole or in part and in either case without assigning any reason thereto. Names and
       specimen signatures of all the authorized signatories must also be lodged along with the submission of
       the completed application.


       Procedure for applications by Mutual Funds and Multiple Applications


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       In case of applications by mutual funds and venture capital funds, a separate application must be made
       in respect of each scheme of an Indian mutual fund/ venture capital fund registered with the SEBI and
       such applications will not be treated as multiple applications, provided that the application made by the
       asset management company/ trustee/ custodian clearly indicates their intention as to the scheme for
       which the application has been made.
       The applications forms duly filled shall clearly indicate the name of the concerned scheme for which
       application is being made and must be accompanied by certified true copies of
              SEBI registration certificate
              Resolution authorizing investment and containing operating instructions
              Specimen Signature of authorized signatories


       Documents to be provided by Investors
       Investors need to submit the following documentation, as applicable
              Memorandum and Articles of Association / Documents Governing Constitution
              Government notification/certificate of incorporation
              Resolution authorising investment
              Certified True Copy of the Power of Attorney
              Specimen signatures of the authorised signatories duly certified by an appropriate authority
              SEBI Registration Certificate (for Mutual Funds)
              Copy of PAN Card to be submitted
              Form 15AA granting exemption from TDS on interest
              Form 15H for claiming exemption from TDS on interest on application money, if any.
              Order u/s197 of Income Tax Act, 1961
              Order u/s10 of Income Tax Act, 1961
              Application form (including RTGS details)


       Applications to be accompanied with bank account details
       Every application shall be required to be accompanied by the bank account details of the applicant and
       the magnetic ink character reader code of the bank for the purpose of availing direct credit of interest
       and all other amounts payable to the Debenture Holder(s) through electronic transfer of funds or RTGS.


       Succession
       In the event of winding-up of the holder of the Debenture(s), the Issuer will recognize the executor or
       administrator of the concerned Debenture Holder(s), or the other legal representative as having title to
       the Debenture(s). The Issuer shall not be bound to recognize such executor or administrator or other
       legal representative as having title to the Debenture(s), unless such executor or administrator obtains




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JSA Comments: March 24, 2010
       probate or letter of administration or other legal representation, as the case may be, from a court in India
       having jurisdiction over the matter.
       The Issuer may, in its absolute discretion, where it thinks fit, dispense with production of probate or
       letter of administration or other legal representation, in order to recognize such holder as being entitled
       to the Debenture(s) standing in the name of the concerned Debenture Holder on production of sufficient
       documentary proof or indemnity.


       Mode of Payment
       All payments must be made through cheque(s)/draft(s)/transfers/RTGS as set out in the application
       form.


       Effect of Holidays
       Should any of the dates defined above or elsewhere in this Information Memorandum other than the
       Deemed Date of Allotment, fall on a day which is not a Business Day, the next day (working
       day/Business Day) shall be considered as the effective date(s). In case Record Date / book closure date
       falls on Sunday / Holiday, the day prior to the said Sunday / Holiday shall be the Record Date / book
       closure date.


       Payment of Interest
       Interest for each of the interest periods shall be computed on an actual/365 days a year basis on the
       principal outstanding on the Debentures at the Coupon rate. If the interest period from start date to end
       date includes February 29, then interest shall be paid on the basis of (End Date-Start Date)/366.


       Tax Deduction at Source




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       As per the provisions of the Income Tax Act, 1961 with effect from June 1, 2008, no tax is deductible at
       source from the amount of interest payable on any listed demat security, held by a person resident in
       India. Since the Debentures shall be issued in dematerialised mode and shall be listed on the BSE, no
       tax will be deductible at sources on the payment/credit of interest on the Debentures held by any person
       resident in India. In the event of rematerialization of the Debentures held by persons resident outside
       India or a change in applicable law governing the taxation of the Debentures, the following provisions
       shall apply:

           a) In the event the Debentures are rematerialized and the Company is required to make any tax
              deductions under the applicable law, then the sum payable by the Company (in respect of which
              such tax deduction is required to be made) shall be increased to the extent necessary to ensure
              that the holders of the Debentures receive a sum, which is net of any deduction or withholding
              equal to the sum which it would have received had no such tax deduction been made or
              required to be made..

           b) In the event the Company is required to make a tax deduction, we shall make the payment
              required in connection with that tax deduction within the time allowed and in the minimum
              amount required by applicable law.

           c) The Company shall within 30 (thirty) days after the due date of payment of any tax or other
              amount which it is required to pay, deliver to the Debenture Trustee evidence of such
              deduction, withholding or payment and of the remittance thereof to the relevant taxing or other
              authority.




       Letters of Allotment
       The Debentures will be credited in dematerialised form within 7 (seven) days from the Deemed Date of
       Allotment.




       Refunds
       For applicants whose applications have been rejected or allotted in part, refund orders will be
       dispatched within seven days from the deemed date of allotment of the Debentures.
       In case the Issuer has received money from applicants for Debentures in excess of the aggregate of the
       application money relating to the Debentures in respect of which allotments have been made, the
       Registrar shall upon receiving instructions in relation to the same from the Issuer repay the moneys to
       the extent of such excess, if any.


       PAN Number
       Every applicant should mention its Permanent Account Number (PAN) allotted under Income Tax Act,
       1961, on the Application Form and attach a self attested copy as evidence. Application forms without
       PAN will be considered incomplete and are liable to be rejected.


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       Payment on Redemption
       Payment on redemption will be made by way of cheque(s)/ redemption warrant(s)/ demand draft(s)/
       credit through RTGS system/ funds transfer in the name of Debenture Holder(s) whose names appear
       on the List of Beneficial Owners given by the Depository to the Company as on the Record Date.

       The Debentures shall be taken as discharged on payment of the redemption amount by the Company on
       maturity to the registered Debenture Holder(s) whose name appears in the Register of Debenture
       Holder(s) on the Record Date. Such payment will be a legal discharge of the liability of the Company
       towards the Debenture Holder(s). On such payment being made, the Company will inform
       NSDL/CDSL and accordingly the account of the Debenture Holder(s) with NSDL /CDSL will be
       adjusted.

       The Company's liability to the Debenture Holder(s) towards all their rights including for payment or
       otherwise shall cease and stand extinguished from the due dates of redemption in all events.

       Further the Company will not be liable to pay any interest or compensation from the dates of such
       redemption.

       On the Company dispatching the amount as specified above in respect of the Debentures, the liability of
       the Company shall stand extinguished.




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Draft Information Memorandum
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JSA Comments: March 24, 2010
                                                  DECLARATION

It is hereby declared that this Information Memorandum contains full disclosure in accordance with Securities Regulations,
issued vide Circular No. LAD-NRO/GN/2008/13/127878 dated June 06, 2008 as amended from time to time. The Issuer
also confirms that this Disclosure Document does not omit disclosure of any material fact which may make the statements
made therein, in the light of the circumstances under which they are made, misleading. The Information Memorandum also
does not contain any false or misleading statement. The Company accepts no responsibility for the statements made
otherwise than in this Information Memorandum or in any other material issued by or at the instance of the Company and
that any one placing reliance on any other source of information would be doing so at his own risk.



Signed for and on behalf of –STL Fertilizers Private Limited



Authorized Signatory




Date: 26.03.2010

Place: New Delhi




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Draft Information Memorandum
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JSA Comments: March 24, 2010
ANNEXURE 1: TERMSHEET
 Issuer                         :   STL Fertilizers Private Limited
 Sole Book Runner and Lead :        Standard Chartered Bank
 Arranger
 Debenture Trustee         :        IDBI Trusteeship Services Limited

 Instrument                     :   Rated Secured Redeemable Non Convertible Debentures
 Minimum Subscription           :   Rs 10,00,000
 Face Value                     :   Rs. 10,00,000 per Debenture
 Issue Size                     :   Rs 135,00,000,00
 Number of Debentures           :   1350
 Rating                         :   AA-(SO) by CRISIL
 Interest on Application            Interest at the coupon rate (subject to deduction of income tax under the
 Money                              provisions of the Income Tax Act, 1961, or any other statutory modification or
                                    re-enactment thereof, as applicable) will be paid to all the applicants on the
                                    application money for the Bonds. Such interest shall be paid from the date of
                                    realization of cheque(s)/ demand draft(s) upto one day prior to the Deemed Date
                                    of Allotment. The interest on application money will be computed on an Actual/
                                :
                                    365 day basis. Such interest would be paid on all the valid applications,
                                    including the refunds. Where the entire subscription amount has been refunded,
                                    the interest on application money will be paid along with the Refund Orders.
                                    Where an applicant is allotted lesser number of bonds than applied for, the
                                    excess amount paid on application will be refunded to the applicant along with
                                    the interest on application money.
 Minimum Application Size       :   1 Debenture (or in multiples thereof)
 Issue Price                    :   Rs. 10,00,000 per Debenture .
 Put Option/Call Option         :   None
 Interest/Coupon Rate           :   9% pa accrued monthly and payable annually
 First Interest Payment Date        The day falling on the date of expiry of 12 months from the Deemed Date of
                                    Allotment
 Second Interest Payment Date       The day falling 12 months from the First Interest Payment Date

 Interest Payment Date              Each of the First Interest Payment Date and the Second Interest Payment Date

 Redemption/Interest Payment          Days      Action                Conditions                 Remarks
 Mechanism                            T-40    Notice sent                                Company to send a
                                                  to                                     confirmation by T-38
                                              Company                                    whether it would be able
                                              by Trustee                                 to fund the Designated
                                                                                         Account by T-35 days
                                      T-37        Exit      If      the      Company     KRIBHCO to confirm
                                                 Option     confirmation     is    not   within 7 days whether
                                                invoked     received till T-38 days or   they would be able to
                                                            STL confirms its inability   honor the Exit Option or


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Draft Information Memorandum
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JSA Comments: March 24, 2010
                                                             to pay by T-38 days        not.. KRIBHCO to credit
                                                                                        the Designated Account
                                     T-34                   If the Company does not within 30 days of receipt
                                                            credit the Designated of notice
                                                            Account with the interest
                                                            payment amount by T-35
                                                            days
                                      T-      Event of      If KRIBHCO confirmation
                                    30#/T-   default is is not received within 7
                                     27**      called       days of the notice of Exit
                                                            Option or KRIBHCO
                                                            confirms its inability to
                                                            pay by T-7/T-4 days
                                       #
                                    T-7 /T-                 If KRIBHCO fails to
                                      4*                    honor the Exit Option
                                                            within 30 days of receipt
                                                            of Exit option notice
                                   Where T is the First Interest Payment Date or the Redemption Date as the case
                                   may be.
                                   #
                                   applicable if Exit Option exercised at T-37
                                   *
                                   applicable if Exit Option exercised at T-34

                                   The Exit Option can only be exercised once i.e at the First Interest payment date
                                   or at the Second Interest Payment Date/Redemption Date

 Interest Calculation              Interest for each of the interest periods shall be calculated, on 'actual/ 365 (366 in
                               :   case of a leap year) days' basis, on the face value of principal outstanding on the
                                   Debentures at the coupon rate rounded off to the nearest Rupee
 Redemption Date/Tenor             2 years from the Deemed Date of Allotment which is March 30, 2012
 Early Redemption Date             means a date when the Debentures are required to be redeemed pursuant to
                                   occurrence of an event of default as described under the Debenture Trust Deed
 Security                          The Debentures will be secured by:
                                    (1)  first ranking mortgage over the Mortgaged Property;
                                    (2)  a first ranking and exclusive and valid, unconditional, irrevocable,
                                         binding and enforceable pledge on the KSFL Shares;
                               :    (3)  a first ranking and exclusive pledge on the STL Shares.
                                    (4)  a valid, unconditional, irrevocable, binding and enforceable assignment
                                         of the Exit Option pursuant to a put option assignment agreement entered
                                         into between the Company, KRIBHCO and the Debenture Trustee.

 Corporate Guarantee               The Guarantor shall provide a corporate guarantee for the entire amount of the
                               :
                                   Debentures and interest thereon, along with costs and expenses to issue
 Liquidated Damages                In case of default in payment of interest and/or redemption of Debentures, early
                               :   redemption costs on the respective due dates, the Company shall pay on the
                                   defaulted amount liquidated damages @ 2% p.a. for the defaulting period.
 Listing                       :   The Debentures are proposed to be listed on WDM segment of the BSE
 Trading                       :   The Debentures will be traded in Dematerialized Form only.



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Draft Information Memorandum
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JSA Comments: March 24, 2010
 Depository                         :   NSDL /CDSL
 Settlement                             Payment of interest and Principal will be made by the way of cheque(s)/ Interest
                                    :
                                        warrant(s)/demand draft (s) / credit through RTGS system.

For details of the terms and conditions of the Debentures please refer to the Debenture Trust Deed.

Issue Program
 Issue Open Date*                   March 30, 2010
 Issue Closing Date*                March 30, 2010
 Pay In Date*                       March 30, 2010
 Deemed Date of Allotment *         March 30, 2010

*The Company reserves the right to change the issue program and also accept or reject any application in part or in full
without assigning any reason.




For STL Fertilizers Private Limited




Director




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Draft Information Memorandum
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JSA Comments: March 24, 2010
ANNEXURE 2: CREDIT RATING LETTER FROM CRISIL




                                    36
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JSA Comments: March 24, 2010

ANNEXURE 3: CONSENT LETTER FROM DEBENTURE TRUSTEE




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JSA Comments: March 24, 2010

ANNEXURE 4: APPLICATION FORM

Application No: ___                                                    Date: March 30, 2010

STL Fertilizers Private Limited
A-60, Naraina Industrial Area, Phase I, New Delhi – 110 028

Dear Sirs,

Having read and understood the contents of the Information Memorandum dated March 26, 2010, we
apply for allotment of Non-Convertible Debentures (“NCDs”) to us. The amount payable on
application as shown below is remitted herewith. On allotment, please place our name(s) on the
Register of Debenture holder(s). We bind ourselves to the terms and conditions as contained in the
Information Memorandum.

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

No. of Debentures Applied for      No. in Figures         No. in Words

Amount (Rs) in figures:
Amount (Rs) in words:
Cheque/ Demand Draft/ RTGS Date                           Drawn on Bank
Details



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




                                                                         Pin Code:
Telephone:                      Fax:                          Email:

Status: Banking Company     ( ) Insurance Company ( ) Others specify
Name      of     Authorized Designation                  Signatures
Signatory




Details of Bank Account
Bank Name & Branch
Nature of Account
Account No.:
IFSC/NEFT Code

Depository Details


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JSA Comments: March 24, 2010
DP Name
DP ID                                         Client ID

(*) We understand that in case of allotment of debentures to us/our Beneficiary Account as mentioned
above would be credited to the extent of debentures allotted.

Taxpayers PAN / GIR IT Circle/Ward/District                             ( ) Not Allotted
No.

Tax Deduction Status      (   )  Fully ( ) Tax to be deducted at ( ) Yes              (  )
                          Exempt       Source                                         No

We hereby agree that we (i) are knowledgeable and experienced in financial and business matters,
have expertise in assessing credit, market and all other relevant risk and are capable of evaluating,
and have evaluated, independently the merits, risks and suitability of purchasing the Debentures; (ii)
understand that the Company and the Joint Lead Arrangers have not provided, and will not provide,
any material or other information regarding the Debentures, except as included in the Information
Memorandum, (iii) have not requested the Joint Lead Arrangers or the Company to provide it with any
such material or other information, (iv) have not relied on any investigation that the Joint Lead
Arrangers or any person acting on their behalf may have conducted with respect to the Debentures,
(v) have made our own investment decision regarding the Debentures based on our own knowledge
(and information we have or which is publicly available) with respect to the Debentures or the
Company (vi) have had access to such information as deemed necessary or appropriate in
connection with purchase of the Debentures, (vii) are not relying upon, and have not relied upon, any
statement, representation or warranty made by any person, including, without limitation, the Joint
Lead Arrangers or the Company, and (viii) understand that, by purchase or holding of the Debentures,
we are assuming and are capable of bearing the risk of loss that may occur with respect to the
Debentures, including the possibility that we may lose all or a substantial portion of our investment in
the Debentures, and we will not look to the Joint Lead Arrangers for all or part of any such loss or
losses that we may suffer.

____________________________________________(Tear here)_______________________

ACKNOWLEDGEMENT SLIP
Application No: _______ Date: ______
Received                                                                              From
_______________________________________________________________________
Rs.    ___________________________/-    By     Cheque/       Demand       Draft/ RTGS   No
_____________________
drawn on ______________________________________________ towards application for
_________Debentures. (Cheques/ Demand Drafts are subject to realisation.)

For all further correspondence please contact: Mr.Alok Tandon, STL Fertilizers Private Limited,
Tel: +91 11-41411071/72


INSTRUCTIONS

1. You must complete application in full in BLOCK LETTERS IN ENGLISH.


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JSA Comments: March 24, 2010

2. Your Signatures should be made in English or in any of the Indian languages

3. Application forms duly completed in all respects, together with high value Cheques/ Pay Order/
Demand Drafts must be lodged at the STL Fertilizers Private Limited Limited corporate office.

4. Payments through RTGS shall be made as follows:

Beneficiary: STL Fertilizers Private Limited

Account name: STL Fertilizers Private Limited
IFSC Code:         : SYNB0009055
Bank Account No    .: 90551010002777
Bank                : Syndicate Bank
Branch              : South Block, Defence H.Q., New Delhi

5. The Cheque(s)/Demand Draft(s) of high value clearing zone should be drawn in favour of "STL
Fertilizers Private Limited" and crossed "A/c payee" only. Cheque(s)/Demand draft(s) may be
drawn on any scheduled bank and payable at New Delhi.

6. Outstation cheques, cash, money orders, postal orders and stock invest will NOT be accepted.

7. As a matter of precaution against possible fraudulent encashment of interest warrants due to
loss/misplacement, you are requested to mention the full particulars of the bank account, as specified
in the application form.

8. Interest warrants will then be made out in favour of the bank for credit to your account. In case the
full particulars are not given, cheques will be issued in the name of the applicant at their own risk.

9. STL Fertilizers Private Limited in the “Acknowledgement Slip” appearing below the Application
Form will acknowledge receipt of applications. No separate receipt will be issued.

10. You should mention your Permanent Account Number or the GIR number allotted under Income-
Tax Act, 1961 and the Income-Tax Circle/Ward/District. In case where neither the PAN nor GIR
number has been allotted, the fact of non-allotment should be mentioned in the application form in the
space provided.

11. The application would be accepted as per the terms of the issue outlined in the Information
Memorandum.




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