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HSIL LIMITED Incorporated in the Republic of India As a Company Under the Companies Act, 1956 with Corporate Identification Number L51433WB1960PLC024539

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HSIL LIMITED Incorporated in the Republic of India As a Company Under the Companies Act, 1956 with Corporate Identification Number L51433WB1960PLC024539 T h e P r e l i m i investors should rely on not such information The information on our Company’s website or any website directly or indirectly linked to our Company‘s website does not form BEING ISSUED P INVESTOR IS ADVISED TO CONSULT ITS ADVISORS ABOUT THE PARTICULAR CONSEQUENCES TO IT OF AN INVESTMENT IN THE EQUITY SHARES ADVISED TO READ THE THIS ISSUE UNLESS THEY ARE PREPARED “RISK TO TAKE THE RISK OF LOSING ALL OR PARTFACTORS” OF THEIR INVESTMENTS. PROSPECTIVE INVESTOR CAREFULLY INVESTMENTS IN BEFORETHE EQUITY SHARES INVOLVE TAKING A HIGH DEGREE OF AN RISK AND PROSPECTIVE INVESTMENTINVESTORS SHOULD NOT INVEST DECISION ANY FUNDS IN IN and not THIS is soliciting an offer to buy securities jurisdictionany in where such offer or sale ISSUE. EACH PROSPECTIVE The Placement Do is only meant QIBsfor by of away private placement and is an not offer to the public or otherto any class of investors. with the RoC, and will be circulatednot or distributed to the public in I Companies Act, 2013 and the Companies (Prospectus and Allotment of Securities) Rules, 2014. This Placement Document has Company not b shall make the requisite filings with the Exchange Board ofRegistrar India (“ of Companies, West Bengal at Kolkata Exchange (“ of India Limited (“ Copies of th Placement Document, agrees to observe the restrictionsforegoing and to make n pers Confirmation of Allocation Note. See the “Issue Procedure”. The Invitations, distribution offers of and thissales of Placement the Document Equity or Shares the shall onlydisclosure be of made pursuant to th NAMES ARE RECORDED BY OUR COMPANY PRIOR MAKINGTO INVITATIONAN TO SUBSCRIBE TO EQUITY SHARES. INVESTORS WITHIN OR OUTSIDE INDIA OTHER THAN DOES NOTQIB. CONSTITUTE AN OFFER OR INVITATION OR SOLICITATION OF AN OFFER COMPANIES TO THE ACT, PUBLIC 2013 OR TO AND ANY OTHERRULES PERSON OR CLASS OF DEFINED IN SEBI ICDR REGULATIONS IN RELIANCE UPON CHAPTER THIS VIII OF ISSUE SEBI ICDR AN REGULATIONS, AS AMENDED AND SECTION 42 OF THE including a premium of Rs. HSIL Limited (“ 4 Cross Place, Kolkata Incorporated in the Republic of India as a company under the Companies Act, page on the U. S. Securities Act (“ applicable U.S. state securities laws. Accordingly, the Equity Shares are being offered and be offered or The Equity Shares have not been and will not be registered under the United States Securities of 1933,Act as amended (the ‘‘ PROPOSED ISSUE OF THIS PLACEMENT DOCUMENT HAS BEEN PREPARED BY OUR COMPANY SOLELY FOR PROVIDING INFORMATION APPLICABLE INLAWS INDIAOF OTHERAND JURISDICTIONS. CONNECTION WITH THE THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORI OR DISTRIBUTION CHANNELS OR AGENTS TO INFORM THE PUBLICPLACEMENT DOCUMENT AT IN ANY LARGE ABOUT THE ISSUE. ANY DISTRIBUTION OR YOU REPRODUCTION MAY OF NOT BE AND ARE NOT AUTHORIZED TO (1) DELIVER THIS PLACEMENT DOCUMENT TO Shares to trading ANY OTHER PERSON; (2) REPRODUCE THIS Document. The Stock Exchanges assume no responsibility for the correctness and NSE on of any statements made, opinions expressed or repo and Rs. Our Company’s Equity Shares are listed on the Stock Exchanges. The closing price of the outstanding Equity Shares on the BSE n 779200; +91 Fax: 124 4292898/99, email: [email protected]; website: www.hindwarehomes.com BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, AS AMENDED (“SEBI ICDR REGULATIONS”). ISSUE IN THE RELIANCE UPON SECTIONS 42 AND 62 OF THE COMPANIES ACT, 2013 AND CHAPTER VIII OF THE SECURITIES AND EXCHANGE a ons retained by QIBs to advise them with respect to their purchase of the Equity Shares, is unauthorized and prohibited. Each r 406.95 406.95 138 y and “Transfer Restrictions” March 9, 2015 e sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requ Preliminary Placement Document (which includes disclosures prescribed under Form PAS P per per Equity Share, r our on on the Stock Exchanges should be takennot as indication of the an merits of our business or the Shares.Equity l cument does not constitute offera public to any person to purchase Equity the Shares our of Company. This Placement Document D THE DISTRIBUTION OF THIS PLACEMENT DOCUMENT IS BEING MADE TO QUALIFIED INSTITUTIONAL BUYERS (“QIB”) AS URSUANT TO THIS PLACEMENT DOCUMENT. Company” a - 700 001 and Corporate Office: 301 GLOBAL COORDINATORS AND BOOK RUNNING LEAD COORDINATORS RUNNING GLOBAL MANAGERS BOOK AND c THE EQUITY SHARES DESCRIBED IN THIS PLACEMENT DOCUMENT. Regulation S e . Applications to the Stock Exchanges will be made for obtaining final listing and trad SEBI 398 NSE m per Equity per Equity Share, aggregating to Rs. e or or the ”), the Reserve Bank of India (“ ”) ”) and the BSE Limited (“ espectively. In n t “Issuer” ”) ”) and the applicable laws of the jurisdictions where those offers and sales occur. For further information, see section on 143 page MANNER WHATSOEVER; OR (3) RELEASE ANY PUBLIC ADVERTISEMENTS OR UTILISE ANY MEDIA, MARKETING D MADE THEREUNDER. THIS PLACEMENT DOCUMENT IS PERSONAL TO EACH PROSPECTIVE INVESTOR AND contained or in, available through, such websites. o ) is ) is issuing to up - principle approvals under Clause 24(a) of the Listing Agreement for listing of the Equity Shares beenhave received from the c . u m e - 302, IIIrd Floor, Park Centra, Sector BSE n This Placement Document is dated dated is Document This Placement t 6,250,000 RBI ”) ”) (collectively the “ 2,500 ”), the Stock ZED. FAILURE TO COMPLY WITH THIS INSTRUCTION MAY RESULT IN A VIOLATION OF ndia orndia any other jurisdiction and will not constitute a public offer in India or any other jurisdiction. The Issue d o HSIL LIMITED million (“ million THIS PLACEMENT DOCUMENT WILL BE CIRULATED ONLY TO SUCH QIBS WHOSE equity equity shares of face of Rs.value 2 each (“ e s o copies this Placementof Document or any documents to referred this in Placement Document. 1956 with corporate identification number L51433WB1960PLC024539. Registered Office : 2, Red Exchanges or any other regulatory or listing authority and is intended only for use by QIBs. Our Issue e n Stock Stock Exchanges Prelimi o is not is permitted. ”). t sold outside the United States in offshore transactions in reliance on Regulation S under nary Placement Document, c o March March - 30, National Highway n ”). This Placement Document has not been reviewed by the Securities and s RoC 12 - 4 (as defined hereinafter)) have been delivered to the National t , 2015 , ”) and the SEBI within the stipulated period as required i ing ing approvals for the Equity Shares offered through this Placement t . u Equity SharesEquity t this e U.S. - 8, Gurgaon Placement Document, the Application Form and the a Securities Act’ prospective investor, by accepting delivery of this part of this Placement Document and prospective and the NSE on March its its contents to any person, other than QIBs and ”) at a price of ”) Rs.at aof price rts rts contained herein. Admission of the Equity een and will not be registered as a prospectus p u - 122001, Haryana. Telephone: +91 124 irements of the U.S. Securities Act and b l ’) and unless so registered may not i is not an offernot is an to sell securities, c 400 Private Confidentialand 11 o per Equity per Equity Share, , 2015 was Rs. Placement Document “Sell f f Not for Circulation ing ing Restrictions” e r Serial No. [●] under under the 408.10 408.10 S ARE t Stock BSE o a n y p e r s o n t o p u r c h a s e t h e E q u i t y S h a r e s o f o u r C o m p a n y a n d i s b e i n g i s s u e d f o r t h e s o l e p u r p o s e o f i n v i t i n g B i d s f r o m Q I B s f o r t h e E q u i t y S h a r e s b e i n g o f f e r e d p u r s u a n t t o t h i s I s s u e . T h i s P r e l i m i n a r y P l a c e m e n t D o c u m e n t i s n o t a n o f f e r t o s e l l s e c u r i t i e s , a n d i s n o t s o l i c i t i n g a n o f f e r t o b u y s e c u r i t i e s i n a n TABLE OF CONTENTS NOTICE TO INVESTORS ..................................................................................................................................................................1 REPRESENTATIONS BY INVESTORS ...........................................................................................................................................3 OFF-SHORE DERIVATIVE INSTRUMENTS .................................................................................................................................8 DISCLAIMER CLAUSE OF THE STOCK EXCHANGES ............................................................................................................9 PRESENTATION OF FINANCIAL AND OTHER DATA ............................................................................................................ 10 MARKET AND INDUSTRY DATA ................................................................................................................................................. 12 FORWARD LOOKING STATEMENTS ......................................................................................................................................... 13 ENFORCEMENT OF CIVIL LIABILITIES .................................................................................................................................. 14 EXCHANGE RATES ......................................................................................................................................................................... 15 DEFINITIONS AND ABBREVIATIONS .......................................................................................................................................
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