disclosure document dated 16 july 2019 …...information memorandum (referred to as the...

For private circulation only

Sterlite Power Grid Ventures Limited CIN - U33120PN2014PLC172393

Registered Office: 4th Floor, Godrej Millennium 9 Koregaon Road, Pune- 411001 Compliance Officer: Mr. Saurabh Mathur,

Tel: +91-11- 4996-2200; Fax: +91-11-4996-2288 E-mail/grievance redressal: [email protected].

DISCLOSURE DOCUMENT DATED 16 July 2019

Information Memorandum (referred to as the “Disclosure Document”) for issue by way of private placement by Sterlite Power Grid Ventures Limited (“SPGVL” or the “Company” or the “Issuer”) of Secured, Listed, Senior, Rated, Taxable, Redeemable Non-Convertible Debentures (“Debentures”) of the face value of Rs. 10 Lakh each, with marketable lot of one, for cash aggregating to Rs. 300 Crores (“Issue”). The Issue would be under the electronic book mechanism for issuance of debt securities on private placement basis as per the Securities and Exchange Board of India (“SEBI”) circular no. SEBI/HO/DDHS/CIR/P/2018/05 dated January 5, 2018 as amended by way of the circular SEBI/HO/DDHS/CIR/P/2018/122 dated August 16, 2018 and any amendments thereto (“SEBI EBP Circular”) read with the “Updated Operational Guidelines for issuance of Securities on Private Placement basis through an Electronic Book Mechanism” issued by BSE vide their Notice No. 20180928-24 dated September 28, 2018 and any amendments thereto (“BSE EBP Guidelines”, together with the “SEBI EBP Circular” referred to as the “Operational Guidelines”). The Company intends to use the BSE BOND-EBP Platform for inviting bids and making disclosures required under Schedule 1 of the SEBI (ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008, AS AMENDED (THE “SEBI ILDS REGULATIONS”). THIS DISCLOSURE DOCUMENT IS BEING UPLOADED ON THE BSE BOND-EBP PLATFORM TO COMPLY WITH THE OPERATIONAL GUIDELINES AND AN OFFER WILL BE MADE BY ISSUE OF THE PRIVATE PLACEMENT OFFER CUM APPLICATION LETTER (“PPOAL”) AFTER COMPLETION OF THE BIDDING PROCESS ON ISSUE / BID CLOSING DATE TO SUCCESSFUL BIDDERS IN ACCORDANCE WITH THE PROVISIONS OF THE COMPANIES ACT, 2013, AS AMENDED, AND RULES ISSUED THEREUNDER.

GENERAL RISKS

Investment in debt and debt related securities involve a degree of risk and the Eligible Participants should not invest any funds in the debt instrument, unless they understand the terms and conditions of the Issue, the risk factors set out in Annexure C (Management’s Perception of Risk Factors) and can afford to take the risks attached to such investments. For taking an investment decision, the Eligible Participants must rely on its own examination of the Company and the Issue including the risks involved. The Issue or the Debentures have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this document. The Eligible Participants is advised to take an informed decision and consult their tax, legal, financial and other advisers, regarding the suitability of the Debentures in the light of their particular financial circumstances, investment objectives and risk profile.

CREDIT RATING

The Debentures have been rated IND A+ (Stable) by India Ratings (hereinafter referred to as the “Credit Rating Agency”).The ratings are not a recommendation to buy, sell or hold the Debentures and The Eligible Participants should take their own decision. The ratings may be subject to suspension, revision or withdrawal at any time by the assigning Credit Rating Agency. The Credit Rating Agency has a right to revise, suspend or withdraw the rating at any time on the basis of factors such as new information or unavailability of information or other circumstances which the Credit Rating Agency believes may have an impact on its rating. Please refer to Annexure K to this Disclosure Document for rating letter by the Credit Rating Agency.

LISTING

The Debentures are proposed to be listed on the Wholesale Debt Market segment of the BSE Limited (“BSE”). BSE shall be referred to as the “Stock Exchange”. The Issuer shall comply with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “SEBI LODR Regulations”) to the extent applicable to it on a continuous basis. BSE has given its ‘in-principle’ listing approval for the Debentures proposed to be offered through this Disclosure Document through its letter dated 15 July 2019. Please refer to Annexure N to this Disclosure Document for the ‘in-principle’ listing approval from BSE.

mailto:[email protected]

Strictly Confidential Disclosure Document

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ISSUE PROGRAMME

ISSUE OPENING DATE ISSUE CLOSING DATE PAY IN DATE DEEMED DATE OF

ALLOTMENT

18 July 2019 18 July 2019 19 July 2019 19 July 2019

The Issuer reserves the right to change the Issue Programme including the Deemed Date of Allotment (as defined hereinafter) at its sole discretion without giving any reasons or prior notice. The Issue shall be subject to the provisions of the Companies Act, 2013, as amended (“Companies Act”), the rules notified thereunder SEBI ILDS Regulations, the Memorandum and Articles of Association of the Issuer, the terms and conditions of the Disclosure Document filed with the Stock Exchange and other documents in relation to the Issue.

DEBENTURE TRUSTEE REGISTRAR & TRANSFER AGENT

Axis Trustee Services Limited

The Ruby, 2nd Floor, SW 29, Senapati Bapat Marg, Dadar West Mumbai – 400 028, Maharashtra, India | Tel: 91-22–6230 0451 | E-

mail: [email protected]

Karvy Fintech Private Limited

Karvy Selenium Tower B, Plot 31-32 Gachibowli Financial District, Nanakramguda,

Hyderabad – 500 032, Telangana, India |Tel: +91-40-6716 1700

E-mail: [email protected]



https://www.karvyfintech.com/default.aspx


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TABLE OF CONTENTS

DISCLAIMERS ......................................................................................................................................... 3 1. DEFINITIONS AND ABBREVIATIONS ......................................................................................... 7 2. ISSUER INFORMATION ........................................................................................................... 11 2.1 About the Issuer ..................................................................................................................... 11 2.2 Brief summary of Business/ Activities of the Issuer and its line of Business ....................... 13 2.2.1 Overview ................................................................................................................................. 13 2.2.2 Group Profile .......................................................................................................................... 14 2.2.3 Details of the Holding Company/ Subsidiaries (as per Companies Act) as of June 30, 2019:

................................................................................................................................................ 15 2.2.4 Key Operational and Financial Parameters for the last 3 Audited years ............................. 16 2.3 Brief history of the Issuer since its incorporation ................................................................. 17 2.3.1 Details of Share Capital as on last quarter end i.e. June 30, 2019 ....................................... 17 2.3.2 Changes in Capital structure as on last quarter end, i.e. June 30, 2019 for the last 5 years17 2.3.3 Equity Share Capital History of the Company as on last quarter end i.e. June 30, 2019 for the

last 5 Years .............................................................................................................................. 18 2.3.4 Details of any Acquisition or Amalgamation in the last 1 year ............................................ 19 2.3.5 Details of any Reorganization or Reconstruction in the last 1 year ..................................... 19 2.3.6 Details of the shareholding of the Company as on the latest quarter end i.e., June 30, 2019

................................................................................................................................................ 19 2.3.7 List of top 10 holders of equity shares of the Company as on the latest quarter end i.e. June

30, 2019 .................................................................................................................................. 20 2.4 Details regarding the Directors of the Company................................................................... 21 2.4.1 Details of the current Directors of the Company as of the date of this Disclosure Document

................................................................................................................................................ 21 2.4.2 Details of change in Directors since last three years ............................................................ 24 2.5 Details regarding the Auditors of the Company ................................................................... 24 2.5.1 Details of the statutory auditors of the Company ................................................................ 24 2.5.2 Details of change in statutory auditors since last three years ............................................. 24 2.5.3 Details of borrowings of the Company as on latest quarter ended i.e. June 30, 2019 ........ 24 2.5.3.1 Details of Secured Loan Facilities .......................................................................................... 24 2.5.3.2 Details of Unsecured Loan Facilities ...................................................................................... 25 2.5.4 Details of NCDs * .................................................................................................................... 25 2.5.5 List of top 10 Debenture Holders 30 June 2019 .................................................................... 26 2.5.6 The amount of corporate guarantee issued by the Issuer along with name of the

counterparty (like name of the subsidiary, JV entity, group company, etc.) on behalf of whom it has been issued as on June 30, 2019 ...................................................................... 26

2.5.7 Details of Commercial Papers ................................................................................................ 26 2.5.8 Details of rest of the borrowing (if any including hybrid debt like FCCB, Optionally

Convertible Debentures/ Preference Shares) as on June 30, 2019 ...................................... 26 2.5.9 Details of all default/s and/or delay in payments of interest and principal of any kind of term

loans, debt securities and other financial indebtedness including corporate guarantee issued by the Company, in the past 5 years ..................................................................................... 26

2.5.10 Details of any outstanding borrowings taken/ debt securities issued where taken/ issued (i) for consideration other than cash, whether in whole or part, (ii) at a premium or discount, or (iii) in pursuance of an option ........................................................................................... 26

2.6 Details of Promoters of the Company ................................................................................... 27 2.6.1 Details of Promoter Holding in the Company as on the latest quarter end i.e. June 30, 2019

................................................................................................................................................ 27 2.6.2 Abridged version of Audited Consolidated financial information for the last three years . 27


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2.6.3 Abridged version of Audited Standalone financial information for the last three years .... 28 2.7 Any material event/ development or change having implications on the financials/ credit

quality (i.e. any material regulatory proceedings against the Issuer/ promoters, tax litigations resulting in material liabilities, corporate restructuring event etc. at the time of issue which may affect the issue or the Eligible Participants decision to invest/ continue to invest in the debt securities. .................................................................................................. 30

2.8 Debenture Trustee ................................................................................................................. 30 2.9 Credit Rating of Debentures .................................................................................................. 30 2.10 Guarantee or comfort for the Debentures ............................................................................ 31 2.11 Consent letter from the Debenture Trustee ......................................................................... 31 2.12 Listing of Debentures ............................................................................................................. 31 2.13 Other Details .......................................................................................................................... 31 3. ISSUE DETAILS ......................................................................................................................... 42 4. ADDITIONAL DISCLOSURES .................................................................................................... 58 5. DISCLOSURES PERTAINING TO WILFUL DEFAULT.................................................................. 63 6. FINANCIAL POSITION OF THE COMPANY .............................................................................. 64 DECLARATION BY THE ISSUER ............................................................................................................. 66 ANNEXURE A........................................................................................................................................ 68 ANNEXURE B ........................................................................................................................................ 69 ANNEXURE C ........................................................................................................................................ 72 ANNEXURE D ....................................................................................................................................... 74 ANNEXURE E ........................................................................................................................................ 75 ANNEXURE F ........................................................................................................................................ 76 ANNEXURE G ....................................................................................................................................... 77 ANNEXURE H ....................................................................................................................................... 85 ANNEXURE I ......................................................................................................................................... 86 ANNEXURE J ......................................................................................................................................... 87 ANNEXURE K ........................................................................................................................................ 88 ANNEXURE L ........................................................................................................................................ 92 ANNEXURE N ....................................................................................................................................... 99


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DISCLAIMERS

This Disclosure Document is neither a prospectus nor a statement in lieu of a prospectus and should not be construed to be a prospectus or a statement in lieu of a prospectus under the Companies Act. The issue of Debentures to be listed on the Stock Exchange is being made strictly on a private placement basis. This Disclosure Document is not intended to be circulated to any person other than the Eligible Participants. Multiple copies hereof given to the same entity shall be deemed to be given to the same person and shall be treated as such. This Disclosure Document shall be uploaded on the BSE BOND-EBP Platform to comply with the Operational Guidelines.

This Disclosure Document has been prepared in conformity with the SEBI ILDS Regulations, Companies Act and Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended (“PAS Rules”) to provide general information about the Issuer and the Debentures to the Eligible Participants and shall be uploaded on the BSE BOND-EBP Platform to facilitate invitation of bids. This Disclosure Document shall be available on the wholesale debt market segment of the BSE website after the final listing of the Debentures. This Disclosure Document does not purport to contain all the information that any Eligible Participants may require. Neither this Disclosure Document nor any other information supplied in connection with the Issue is intended to provide the basis of any credit or other evaluation and any recipient of this Disclosure Document should not consider such receipt a recommendation to subscribe to the Issue or purchase any Debentures. The Eligible Participants contemplating subscribing to the Issue or 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 as well as the structure of the Issue. The Eligible Participants 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. It is the responsibility of the Eligible Participants to also ensure that they will sell these Debentures strictly in accordance with this Disclosure Document and Applicable Laws, so that the sale does not constitute an offer to the public, within the meaning of the Companies Act. Neither the intermediaries, nor their agents, nor advisors associated with the Issue undertake to review the financial condition or any of the affairs of the Issuer contemplated by this Disclosure Document or have any responsibility to advise any Eligible Participants on the Debentures of any information coming to the attention of any other intermediary.

The Issuer confirms that, as of the date hereof, this Disclosure Document (including the documents incorporated by reference herein, if any) contains all information in accordance with the SEBI ILDS Regulations that are material in the context of the Issue of the Debentures, and are 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 not misleading, in the light of the circumstances under which they are made. No person has been authorised to give any information or to make any representation not contained or incorporated by reference in this Disclosure Document or in any material made available by the Issuer to the Eligible Participants pursuant hereto and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer. The legal advisor to the Issue and any other intermediaries and their agents and advisors associated with the Issue have not separately verified the information contained herein. Accordingly, the legal advisors to the Issue and other intermediaries associated with the Issue shall have no liability in relation to the information contained in this Disclosure Document or any other information provided by the Issuer in connection with the Issue.

This Disclosure Document and the contents hereof are restricted for providing information under SEBI ILDS Regulations for the purpose of inviting bids on the BSE BOND-EBP Platform only from the Eligible Participants. An offer of private placement shall be made by the Issuer by way of issue of the PPOAL to the identified investors who have been addressed through a communication by the


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Issuer, and only such Eligible Participants to the Debentures. All Eligible Participants are required to comply with the relevant regulations/ guidelines applicable to them, including but not limited to the Operational Guidelines for investing in this Issue. The contents of this Disclosure Document and any other information supplied in connection with this Disclosure Document or the Debentures are intended to be used only by those Eligible Participants to whom it is distributed. It is not intended for distribution to any other person and should not be reproduced or disseminated by the recipient. The Issue of the Debentures will be under the electronic book mechanism as required in terms of the Operational Guidelines.

No offer of private placement is being made to any persons other than the Eligible Participants to whom this Disclosure Document has been sent by or on behalf of the Issuer. Any application by any person who is not the Eligible Participants shall be rejected without assigning any reason.

The person who is in receipt of this Disclosure Document shall maintain utmost confidentiality regarding the contents of this Disclosure Document and shall not reproduce or distribute in whole or in part or make any announcement to the public or to a third party regarding the contents of this Disclosure Document or deliver this Disclosure Document or any other information supplied in connection with this Disclosure Document or the Debentures to any other person, whether in electronic form or otherwise, without the consent of the Issuer. Any distribution or reproduction of this Disclosure Document in whole or in part or any public announcement or any announcement to third parties regarding the contents of this Disclosure Document or any other information supplied in connection with this Disclosure Document or the Debentures is unauthorized. Failure to comply with this instruction may result in a violation of the Companies Act, the SEBI ILDS Regulations or other Applicable Laws of India and other jurisdictions. This Disclosure Document has been prepared by the Issuer for providing information in connection with the proposed Issue described in this Disclosure Document.

The Issuer does not undertake to update this Disclosure Document to reflect subsequent events after the date of the Disclosure Document and thus it should not be relied upon with respect to such subsequent events without first confirming its accuracy with the Issuer.

Neither the delivery of this Disclosure Document nor any Issue 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.

The Eligible Participants receiving this Disclosure Document acknowledges that:

Such person has been afforded an opportunity to request and to review and has received all additional information considered by it to be necessary to verify the accuracy of or to supplement the information herein and such person has not relied on any intermediary that may be associated with issuance of Debentures in connection with its investigation of the accuracy of such information or its investment decision. Each person in possession of this Disclosure Document and Private Placement Offer Letter should carefully read and retain this Disclosure Document. However, each such person in possession of this Disclosure Document is not to construe the contents of this Disclosure Document as investment, legal, accounting, regulatory or tax advice, and such persons in possession of this Disclosure Document should consult their own advisors as to all legal, accounting, regulatory, tax, financial and related matters concerning an investment in the Debentures. The Issuer does not undertake to update the Disclosure Document to reflect subsequent events after the date of the Disclosure Document and thus it should not be relied upon with respect to such subsequent events without first confirming its accuracy with the Issuer.


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Neither the delivery of this Disclosure Document nor any issue of Debentures made thereunder 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 Disclosure Document does not constitute, nor may it be used for or in connection with, an offer or solicitation by anyone in any jurisdiction other than in India in which such offer or solicitation is not authorised 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 Disclosure Document in any jurisdiction where such action is required. The distribution of this Disclosure Document and the offer, sale, transfer, pledge or disposal of the Debentures may be restricted by law in certain jurisdictions. Persons who have possession of this Disclosure Document are required to inform themselves about any such restrictions. No action is being taken to permit an offering of the Debentures or the distribution of this Disclosure Document in any jurisdiction other than India.

DISCLAIMER OF THE STOCK EXCHANGE

As required, a copy of this Disclosure Document shall be submitted to the Stock Exchange for hosting the same on its websites. It is to be distinctly understood that such submission of this Disclosure Document with the Stock Exchange or hosting the same on its website should not in any way be deemed or construed that the document has been cleared or approved by the Stock Exchange; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Disclosure Document; nor does it warrant that the Issuer’s Debentures will be listed or continue to be listed on the Stock Exchange; nor does it take responsibility for the financial or other soundness of the Issuer, its promoters, its management or any scheme or project of the Issuer. Every person who desires to apply for or otherwise acquire any Debentures of the Issuer may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the Stock Exchange whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/ acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever.

DISCLAIMER OF SEBI

This Disclosure Document has not been filed with SEBI. The Debentures have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this Disclosure Document. It is to be distinctly understood that this Disclosure Document should not, in any way, be deemed or construed that the same has been cleared or vetted by SEBI. SEBI does not take any responsibility for the correctness of the statements made or opinions expressed in this Disclosure Document.

DISCLAIMER IN RESPECT OF JURISDICTION

This Disclosure Document does not constitute an offer to sell or an invitation to subscribe to the Debentures herein, in any other jurisdiction and to any person to whom it is unlawful to make an offer or invitation in such jurisdiction. Any disputes arising out of this Issue will be subject to the jurisdiction of the courts in Mumbai, India.

CONFIDENTIALITY

By accepting a copy of this Disclosure Document or any other information supplied in connection with this Disclosure Document or the Debentures, each Eligible Participants agrees that neither it nor any of its employees or advisors will use the information contained herein for any purpose other than evaluating the transaction described herein or will divulge to any other party any such information. This Disclosure Document or any other information supplied in connection with this Disclosure


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Document or the Debentures must not be photocopied, reproduced, extracted or distributed in full or in part to any person other than the recipient without the prior written consent of the Issuer.

FORWARD LOOKING STATEMENTS

Certain statements in this Disclosure Document are not historical facts but are “forward-looking” in nature. Forward-looking statements appear throughout this Disclosure Document. Forward-looking statements include statements concerning the Issuer’s plans, financial performance etc., if any, the Issuer’s competitive strengths and weaknesses, and the trends the Issuer anticipates in the industry, along with the political and legal environment, and geographical locations, in which the Issuer operates, and other information that is not historical information.

Words such as “aims”, “anticipate”, “believe”, “could”, “continue”, “estimate”, “expect”, “future”, “goal”, “intend”, “is likely to”, “may”, “plan”, “predict”, “project”, “seek”, “should”, “targets”, “would” and similar expressions, or variations of such expressions, are intended to identify and may be deemed to be forward looking statements but are not the exclusive means of identifying such statements.

By their nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and assumptions about the Issuer, and risks exist that the predictions, forecasts, projections and other forward-looking statements will not be achieved.

The Eligible Participants should be aware that a number of important factors could cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements. These factors include, but are not limited, to:

(a) compliance with laws and regulations, and any further changes in laws and regulations applicable to India, especially in relation to the telecom sector;

(b) availability of adequate debt and equity financing at reasonable terms;

(c) our ability to effectively manage financial expenses and fluctuations in interest rates;

(d) our ability to successfully implement our business strategy;

(e) our ability to manage operating expenses;

(f) performance of the Indian debt and equity markets; and

(g) general, political, economic, social, business conditions in Indian and other global markets.

By their nature, certain market risk disclosures are merely estimates and could be materially different from what actually occurs in the future. Although the Issuer believes that the expectations reflected in such forward-looking statements are reasonable at this time, the Issuer cannot assure the Eligible Participants that such expectations will prove to be correct. Given these uncertainties, the Eligible Participants is cautioned not to place undue reliance on such forward-looking statements. If any of these risks and uncertainties materialize, or if any of the Issuer’s underlying assumptions prove to be incorrect, the Issuer’s actual results of operations or financial condition could differ materially from that described herein as anticipated, believed, estimated or expected. All subsequent forward-looking statements attributable to the Issuer are expressly qualified in their entirety by reference to these cautionary statements. As a result, actual future gains or losses could materially differ from those that have been estimated. The Issuer undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date hereof.


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Forward looking statements speak only as of the date of this Disclosure Document. None of the Issuer, its directors, its officers or any of their respective affiliates or associates has any obligation to update or otherwise revise any statement reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition.

1. DEFINITIONS AND ABBREVIATIONS

In this Disclosure Document, unless the context otherwise requires, the terms defined, and abbreviations expanded below shall have the same meaning as stated in this section. References to statutes, rules, regulations, guidelines and policies will be deemed to include all amendments and modifications notified thereto.

Further, unless otherwise indicated or the context otherwise requires, all references to “the Company”, “our Company”, “SPGVL”, “Issuer”, “we”, “us” or “our” is to Sterlite Power Grid Ventures Limited. and references to “you” are to the Eligible Participants, as the case may be, in the Debentures.

TERM DESCRIPTION

Articles or Articles of Association

Articles of Association of SPGVL, as amended from time to time

Applicable Law Any statute, national, state, provincial, local, municipal, foreign, international, multinational or other law, treaty, code, regulation, ordinance, rule, judgment, order, decree, bye-law, approval of any Governmental Authority, directive, guideline, policy, requirement or other governmental restriction or any similar form of decision of or determination by, or any interpretation or administration having the force of law of any of the foregoing by any Governmental Authority having jurisdiction over the matter in question, whether in effect as of the date of this Disclosure Document or at any time thereafter in India

Application Form The form in terms of which, the Eligible Participants shall apply for the Debentures as set out in PPOAL

Auditors SRBC & Co, LLP

Board or Board of Directors

The Board of Directors of SPGVL

Business Day A day (except for a Saturday or Sunday) on which commercial banks are open for general business in Mumbai or Pune (Maharashtra)

Business Day Convention

If any of the Coupon Payment Date(s), other than the ones falling on the Redemption Date, falls on a day that is not a Business Day, the payment shall be made by the Issuer on the immediately succeeding Business Day, which becomes the Coupon Payment Date for that Coupon. However, the future Coupon Payment Dates would be as per the schedule originally stipulated at the time of issuing the Debentures. In other words, the subsequent


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TERM DESCRIPTION

Coupon Payment Dates would not be disturbed merely because the payment date in respect of one particular coupon payment has been postponed earlier because of it having fallen on a non-Business Day

If the Redemption Date of the Debentures falls on a day that is not a Business Day, the Redemption Amount shall be paid by the Issuer on the immediately preceding Business Day, which becomes the new Redemption Date, along with interest accrued on the Debentures until but excluding the date of such payment

Coupon Payment Date(s)

Annually on each such date as mentioned under the section titled ‘Cash Flow Illustrations’ till Redemption Date(s). If this is not a Business Day, then as per the Business Day Convention. The last Coupon Payment Date will be the Redemption Date.

Coupon Reset Date 28 March 2021

Debentures Secured, Listed, Senior, Rated, Taxable, Redeemable, Non-Convertible Debentures of the face value of Rs. 10 Lakh each for cash aggregating Rs. 300 Crores

Debenture Holder(s)/ Beneficial Owner(s)

Person(s) holding the Debenture(s) and whose name(s) is recorded as “Beneficial Owner” with the Depository (for Debentures held in dematerialized form) as defined under clause (a) of sub-section (1) of Section 2 of the Depositories Act, 1996, as amended or the person(s) whose name(s) appears as holder of Debenture(s) in the Register of Debenture Holder(s) (for Debenture(s) held in physical form)

Debenture Trustee Axis Trustee Services Limited, as trustee for the benefit of the Debenture Holder(s) / Beneficial Owner(s)

Debenture Trustee Appointment Agreement

The debenture trustee agreement entered into between the Issuer and the Debenture Trustee for the appointment of the Debenture Trustee

Debenture Trust Deed The trust deed to be entered into between the Issuer and the Debenture Trustee

Debenture Trustee Regulations

SEBI (Debenture Trustee) Regulations, 1993, as amended

Depository A depository registered with SEBI under the SEBI (Depositories and Participants) Regulations, 1996, as amended

Depository Participant/ DP

A Depository Participant as defined under Depositories Act, 1996, as amended


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TERM DESCRIPTION

Designated Stock Exchange

BSE Limited

Directors The directors of SPGVL

Disclosure Document The Disclosure Document for private placement of Secured, Listed, Senior, Rated, Taxable, Redeemable Non-Convertible Debentures of the face value of Rs.10 Lakh each for cash aggregating Rs. 300 Crores which includes Private Placement Offer Cum Application Letter signed by the authorised signatory of the Company in Form PAS-4 to be issued by the Issuer pursuant to the provisions of Section 42 of the Companies Act, 2013 and the rules framed thereunder, as amended

Final Maturity Date 28 March 2022

Governmental Authority

Any (a) government (central, state or otherwise) or sovereign state; (b) any governmental agency, semi-governmental or judicial or quasi-judicial or administrative entity, department or authority, or any political subdivision thereof; and (c) international organisation, agency or authority, or including, without limitation, any stock exchange or any self-regulatory organization, established under any Applicable Law

Issue / Private Placement

Private placement by SPGVL of Secured, Listed, Senior, Rated, Taxable, Redeemable Non-Convertible Debentures of the face value of Rs. 10 Lakh each for cash aggregating Rs. 300 Crores

Eligible Participants Shall have the meaning given to the term in Section 3 titled “Issue Details”

Mandatory Redemption Date The date falling 30 days of issue of a mandatory redemption

notice upon the occurrence of / from the proceeds of any of the mandatory redemption events

Memorandum / Memorandum of Association

Memorandum of association of SPGVL, as amended from time to time

Rating Downgrade Date

Means the date falling 30 days of a rating downgrade event (i.e. the rating downgrade of the Issuer or the Debentures to ‘A-‘, on which the Debentures shall be redeemed at the instance of the Debenture Holders and all Outstanding Amounts due and payable in respect thereof shall be paid

Redemption Date Final Maturity Date or Mandatory Redemption Date or Coupon Reset Redemption Date or Rating Downgrade Redemption Date


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TERM DESCRIPTION

Registrar Karvy Fintech Private Limited, as the registrar and transfer agent to the Issue

SEBI Act The Securities and Exchange Board of India Act, 1992, as amended

Stock Exchange BSE

All other capitalised terms not defined above shall have the meaning assigned to them in “Issuer Information” and “Issue Details” of this Disclosure Document.

Abbreviations

& And

1H 1st half of the FY

BSE BSE Limited

CDSL Central Depository Services (India) Limited

Cr Crore

CRISIL CRISIL Limited

CY Calendar Year

DRR Debenture Redemption Reserve

EBIT Earnings Before Interest and Tax

EBITDA Earnings Before Interest, Tax, Depreciation and Amortization

ECB External Commercial Borrowings

FCY Foreign Currency

FDI Foreign Direct Investment

FY Financial Year

GoI Government of India

Ind AS Indian Accounting Standards

N.A. Not Applicable

NEFT National Electronic Funds Transfer

NSDL National Securities Depository Limited


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p.a. Per annum

PAN Permanent Account Number

PAT Profit After Tax

PBT Profit Before Tax

ROC Registrar of Companies, Maharashtra at Pune

Rs. Or INR Indian Rupee

RTGS Real Time Gross Settlement

SEBI Securities and Exchange Board of India

SPV Special Purpose Vehicle

TDS Tax Deducted at Source

w.e.f. with effect from

WDM Wholesale Debt Market

2. ISSUER INFORMATION

2.1 About the Issuer

SPGVL is a part of the Sterlite group and designs, finances, constructs, and maintains power transmission systems. SPGVL was incorporated on 3 June 2014 and is based in Pune, India.

The Company is a leading global developer of power transmission infrastructure with projects of over 12,816 circuit kms and 22,044 MVA in India and Brazil.

The Company’s innovative usage of aerial technologies to survey, monitor and commission transmission lines has allowed the Company to reduce the need for human intervention, and minimize impact on the environment, while also increasing accuracy in project planning and execution.

In the global infrastructure business, the Company bids, designs, constructs, own and operates power transmission assets across multiple geographies. Given the expertise in project execution and the experience in leveraging cutting-edge technology, the Company has built a proven track record of commissioning projects ahead of schedule, addressing the key constraint of time. The Company helps to meet the industry’s need for capital by implementing projects on a BOOM (Build Own Operate Maintain) basis.


12

Name Sterlite Power Grid Ventures Limited

Corporate Identity Number (CIN)

U33120PN2014PLC172393

Website www.spgvl.in

Registered Office of the Issuer 4th Floor, Godrej Millennium 9 Koregaon Road, Pune 411001


Corporate Office of the Issuer F-1, The Mira Corporate Suites, 1 & 2, Ishwar Nagar, Mathura Road New Delhi, South Delhi – 110065, India

Date of Incorporation 3 June 2014

Compliance Officer of the Issuer

Mr. Saurabh Mathur

Company Secretary and Compliance Officer

F-1, The Mira Corporate Suites, 1 & 2, Ishwar Nagar, Mathura Road New Delhi, South Delhi – 110065, India

Tel No: +91-11- 4996-2200

Fax No: +91-11-4996-2288

Email: [email protected]

CFO of the Issuer Ms. Pooja Aggarwal

Chief Financial Officer

F-1, The Mira Corporate Suites, 1 & 2, Ishwar Nagar, Mathura Road New Delhi, South Delhi – 110065, India Tel No: +91-11- 4996-2200

Fax No: +91-11-4996-2288


Trustee of the Issue

Axis Trustee Services Limited

The Ruby, 2nd Floor, SW 29, Senapati Bapat Marg, Dadar West, Mumbai – 400 028, Maharashtra, India

Tel: +91-22-6230 0451


Registrar & Transfer Agent of the Issue

Karvy Fintech Private Limited

Unit: Sterlite Power Grid Ventures Limited.

Karvy Selenium Tower B, Plot 31-32, Gachibowli Financial District, Nanakramguda, Hyderabad – 500 032, Telengana, India

Tel: +91-40-6716 1700

http://www.sterlitepower.com/

http://www.sterlitepower.com/





13

Fax: +91-40-6716 1680

Credit Rating Agency of the Issue

India Ratings & Research Limited

Tel: +91 22 4000 1700

Fax: +91 22 4000 1701


Auditors of the Issuer

S R B C & Co LLP, Statutory Auditor

Reg. No. 324982E/E300003

Tel: +91 20 6603 6000

Fax: +91 20 6601 5900


Legal Advisors to the Issue Khaitan & Co,

One Indiabulls Centre, 10th &13th Floors, Tower 1, 841 Senapati Bapat Marg, Mumbai, Maharashtra 400 013

Tel: + 91-22-6636 5000

Fax: +91-22-6636 5050

2.2 Brief summary of Business/ Activities of the Issuer and its line of Business

2.2.1 Overview

The Issuer is a company incorporated under the Companies Act, 2013, having its registered office at 4th Floor, Godrej Millennium ,9, Koregaon Road, Pune- 411001. SPGVL is a part of the Sterlite Power Group and designs, finances, constructs, and maintains power transmission systems.

SPGVL is a leading global developer of power transmission infrastructure with projects of over 12,816 circuit kms and 22,044 MVA in India and Brazil. The Company has set new benchmarks in the industry by use of cutting-edge technologies and innovative financing. The Company’s innovative usage of aerial technologies to survey, monitor and commission transmission lines has allowed the Company to reduce the need for human intervention, and minimize impact on the environment, while also increasing accuracy in project planning and execution.

The Company bids, designs, constructs, own and operates power transmission assets across multiple geographies. Given the expertise in project execution and the experience in leveraging cutting-edge technology, the Company has built a proven track record of commissioning projects ahead of schedule, addressing the key constraint of time. The Company helps to meet the industry’s need for capital by implementing projects on a BOOM (Build Own Operate Maintain) basis.




14

2.2.2 Group Profile

SPGVL is promoted by Sterlite Power Transmission Limited (“SPTL”), which is the holding company of all transmission assets of the Company.

An illustrative chart showing the group structure of Sterlite group’s transmission business is given below:

Figure 1: Group Structure as of 30 June 2019

Sterlite Power Transmission Limited

SCL SIML SPGVL

Brazil India

SGL2 (47%)

_

ENICL SGL5 SGL4 SGL6 to

SGL29

NRSS (JS)

NRSS

GPTL

NER II

KTL

GTTPL

Participacoes

Castello

Projetos

Se Vineyards

Novo

Arcoverde

Dunas

Borborema

Solaris

Goyas

Marituba

San Francisco


15

ENICL East-North Interconnection Company Limited

NRSS(JS) NRSS XXIX (JS) Transmission Limited

GPTL Gurgaon Palwal Transmission Limited

KTL Khargone Transmission Limited

GTTPL Goa Tamnar Transmission Project Limited

NER II NER II Transmission Limited

Participacoes Holding Company for power transmission projects in Brazil

In FY 2018-19, on a consolidated basis, SPGVL earned revenues of Rs. 1280 Crore, and registered tangible net worth of Rs.410.55 Crore as on March 31,2019. SPGVL has been assigned long term credit rating of ‘IND A+ (Stable) by India Ratings & Research Limited in July 2019

Brief details of the operating transmission assets are given below.

Table 1: Operational Transmission Assets of Sterlite Group

Project Details States Covered Length (Km)

COD

East North Interconnection Company Limited (ENICL)

2*400 kv double circuit transmission lines

Assam, Bihar and West Bengal

454

November 2014

2.2.3 Details of the Holding Company/ Subsidiaries (as per Companies Act) as of June 30, 2019:

I Holding Company


II Subsidiary Companies

East North Interconnection Company Limited

Khargone Transmission Limited

Gurgaon Palwal Transmission Limited

NER II Transmission Limited

Goa Tamnar Transmission Project Limited

NRSS XXIX (JS) Transmission Limited

Sterlite Grid 4 Limited to Sterlite Grid 29 Limited


16

12 Brazil entities

2.2.4 Key Operational and Financial Parameters for the last 3 Audited years

Parameters FY 2018-19

FY 2017-18

FY 2016-17

Net-worth 3,050.52 2,523.60 1,917.33

Total Debt

- of which - Non Current Maturities of Long Term Borrowing 968.86 281.21 1,306.82

- Short Term Borrowing 1,104.67 1,314.93 228.39

- Current Maturities of Long Term Borrowing 126.59 31.20 -

Other Long Term Liabilities (including Deferred Payment Liabilities)

554.44 483.40 385.87

Net Fixed Assets (including CWIP) 19.19 15.23 15.01

Non-Current Assets 3,427.50 4,107.12 2,555.06

(including Fixed Assets)

Cash and Cash Equivalents 65.76 1.30 0.98

Current Investments 2.90 2.80 -

Current Assets 4,758.97 2,338.60 2,746.39

Current Liabilities 2,507.98 1,842.59 1,463.04

Net Sales 2,313.67 1,582.53 1,577.56

EBITDA 378.60 154.35 162.20

EBIT 372.20 150.46 159.57

Finance Cost 14.52 31.73 117.75

Tax 60.07 38.98 0.14

PAT 297.61 79.76 41.68

Dividend Payout - - -

Current ratio 1.90 1.27 1.88

Interest Coverage Ratio 3.25 3.31 2.96

Gross Debt / Equity Ratio 0.72 0.64 0.80

Debt Service Coverage Ratio 3.25 3.31 2.96

Gross Debt: Equity Ratio of the Company (as of June 30, 2019):

Before the issue of Debentures 0.74

After the issue of Debentures # 0.74

#Note: Gross debt as on June 30, 2019 including the issue proceeds of the proposed Debentures aggregating to Rs. 300 Crores


17

2.2.5 Objects of the Issue

The net proceeds of the Issue will be utilised inter-alia for repayment of existing long term loans, creation, deposit and maintenance of the interest service reserve amount lying in the such designated account and payments of fees and transaction related expenses in relation to the issuance of the Debentures and the debenture documents. The proceeds of the Issue will not be used for investments in capital markets and real estate.

2.3 Brief history of the Issuer since its incorporation

Date Particulars Remarks

3 June 2014 Date of incorporation Currently a wholly owned subsidiary of Sterlite Power Transmission Limited

2.3.1 Details of Share Capital as on last quarter end i.e. June 30, 2019

Name of Shareholder No. of Shares %

Equity share capital:

Sterlite Power Transmission Limited (Including 6 nominee shareholders)

124,35,29,411 100

Total issued equity share capital 124,35,29,411 100

Non Convertible Redeemable Preference Shares

Sterlite Power Transmission Limited 45,45,52,553 100

Total issued preference share capital 45,45,52,553 100

2.3.2 Changes in Capital structure as on last quarter end, i.e. June 30, 2019 for the last 5 years

Date of Change (AGM/ EGM)

Equity Share Capital (Rs.)

Preference Share Capital (Rs.)

Unclassified Capital (Rs.)

Total Authorised Capital (Rs.)

Particulars

July 8, 2014 (EGM)

10,00,00,000 a. Compulsorily Convertible Preference shares - 1300,00,00,000

b. Optionally Convertible Preference Shares - 440,00,00,000

- 1750,00,00,000 Increase in

Authorised

share

capital from

Rs. 5,00,000 to Rs. 1750,00,00,000

March 25, 2015

(EGM)

10,00,00,000 a. Compulsorily Convertible Preference shares - 1270,00,00,000

- 1750,00,00,000 Reclassification of the authorised capital


18

b. Optionally Convertible Preference Shares - 470,00,00,000

March 30, 2018

(EGM)

1260,00,00,000 a. Compulsorily Convertible Preference Shares - 1270,00,00,000

b. Non Convertible Preference Shares - 470,00,00,000

- 3000,00,00,000 Increase in

Authorised

share

capital from

Rs. 1750,00,00,000

to Rs. 3000,00,00,000 and Conversion of Optionally Convertible Preference Shares into Non-Convertible Preference Shares

March 30, 2018

(EGM)

1260,00,00,000 Non Convertible Preference Shares - 470,00,00,000

- 1730,00,00,000 Cancellation and diminution of the unissued 127,00,00,000 Compulsorily Convertible Preference Shares

In the authorised share capital of the company

2.3.3 Equity Share Capital History of the Company as on last quarter end i.e. June 30, 2019 for the last 5 Years

Date of Allotm ent

No of Equity Shares

Face Value E (Rs)

Issue Price/Offer price (Rs)

Consideration (Cash, other than cash, etc)

Nature of Allotment

Cumulative Remarks

No of equity shares

Equity Share Capital (Rs)

Equity Share Premium (in Rs)

03 June 2014

50,000 10/- 10/- Cash First allotment

50,000 5,00,000 - -

30 July 2014

2,000 10/- 10/- Cash Further allotment

2,000 20,000 - -

30 March 2018

124,34,79,411 10/- 10/- Other than cash

Conversion of CCPS

124,34,79,411 1243,47,94,110 - -

30 May 2018

2,000 10/- 22.22/- Cash Buy back of shares

2,000 44,440 - -


19

2.3.4 Details of any Acquisition or Amalgamation in the last 1 year

SPGVL has acquired/incorporated 12 subsidiary companies in Brazil.

2.3.5 Details of any Reorganization or Reconstruction in the last 1 year

The following companies were incorporated as subsidiary companies of Sterlite Brazil Participacoes S.A.:-

a. Dunas Transmissão de Energia S.A b. Borborema Transmissão de Energia S.A. c. São Francisco Transmissão de Energia S.A. d. Goyas Transmissão de Energia S.A. e. Solaris Transmissão de Energia S.A. f. Marituba Transmissão de Energia S.A. g. Sterlite Novo Estado Energia S.A. h. Castelo Transmissao de Energia S.A The following companies have been brought under one holding company, namely Sterlite

Brazil Participacoes S.A. during the year 2018-19 a. Arcoverde Transmissão de Energia S.A. was transferred to Sterlite Brazil Participacoes

S.A. on October 18, 2018; b. Se Vineyards Power Transmission S.A. was transferred to Sterlite Brazil Participacoes

S.A. on February 4, 2019; c. Pampa Transmissao de Energia S.A. was transferred to Sterlite Brazil Participacoes S.A.

on February 4, 2019

2.3.6 Details of the shareholding of the Company as on the latest quarter end i.e., June 30, 2019

Sr No Name of the Shareholder

Total No of Equity Shares

No of shares in demat form

Total Shareholding as % of total no of equity shares

Equity share capital

1. Sterlite Power Transmission Limited (“SPTL”)

124,35,29,405 124,35,29,405 100

Mr. Mohit Saxena (As a Nominee of SPTL)

1 0 0


20

Mr. Amarendranath Tatimakula Reddy (As a Nominee of SPTL)

1 0 0

Mr. Ved Mani Tiwari (As a Nominee of SPTL)

1 0 0

Ms. Pooja Aggarwal (As a Nominee of SPTL)

1 0 0

Mr. Vivek Goel (As a Nominee of SPTL)

1 0 0

Mr. Ankit Poddar (As a Nominee of SPTL)

1 0 0

Total 124,35,29,411 124,35,29,405 100

Non Convertible Redeemable Preference Shares (NCRPS)


45,45,52,553 45,45,52,553 100

Total 45,45,52,553 45,45,52,553 100

Notes:- 124,35,29,405 equity shares and 45,45,52,553 preference shares held by the Promoter have been pledged or encumbered.

2.3.7 List of top 10 holders of equity shares of the Company as on the latest quarter end i.e. June 30, 2019

Sr. No.

Name of the Shareholders

Total No. of Equity Shares

No. of shares in Dematerialised

form

Total Shareholding as % of total no. of

equity shares

1 Sterlite Power Transmission Limited (“SPTL”)

1,24,35,29,405 1,24,35,29,405 100

2 Mr. Mohit Saxena (As a Nominee of SPTL)

1 0 0.0

3 Mr. Amarendranath Tatimakula Reddy (As a Nominee of SPTL)

1 0 0.0

4 Mr. Ved Mani Tiwari (As a Nominee of SPTL)

1 0 0.0


21

Sr. No.

Name of the Shareholders


No. of shares in Dematerialised

form

Total Shareholding as % of total no. of

equity shares

5 Ms. Pooja Aggarwal (As a Nominee of SPTL)

1 0 0.0

6 Mr. Vivek Goel (As a Nominee of SPTL)

1 0 0.0

7 Mr. Ankit Poddar (As a Nominee of SPTL)

1 0 0.0

Total 1,24,35,29,411 1,24,35,29,405 100.00

2.4 Details regarding the Directors of the Company

2.4.1 Details of the current Directors of the Company as of the date of this Disclosure Document

Name Designation DIN Age Address

Director of the

Company since

Details of other

Directorships/

Partnerships

Mr. Pravin Agarwal

Chairman 00022096 55 Years

117, North Main Road Lane No. 4, Koregaon Park Pune 411001 Maharashtra India

03/06/2014 Sterlite Technologies Limited Twin Star Technologies Limited Sterlite Power Transmission Limited Twin Star Display Technologies Limited

Mr. A. R. Narayanaswamy

Independent Director

00818169 67 Years

A-12, Archana CHS, Juhu Versova Link Road, Andheri (W) Mumbai 400053, Maharashtra, India

04/08/2015 Bharat Aluminium Co. Ltd IBIS Systems and Solutions Private Limited Sterlite Grid 1 Limited Vizag General Cargo Berth Private Limited Hindustan Zinc Limited


22


Director of the

Company since

Details of other

Directorships/

Partnerships

Sterlite Grid 2 Limited Sterlite Technologies Limited

Jiangsu Sterlite Tongguang Fiber Co. Ltd.

Mr. Pratik Agarwal

Non-Executive Director

03040062 36 Years

403-A, 3rd Floor, Samudra Mahal, Dr. A. B. Road Mumbai 400018, Maharashtra, India

03/06/2014 Sterlite Investment Managers Limited Sterlite Technologies Limited Sterlite Power Transmission Limited

Mr. Ved Tiwari Mani

Whole-time Director

06652919 49 Years

H No. 802, Jasmine Tower (T-02), Omaxe Forest Spa Apartments, Suraj Kund Road, Sector 43, Amarnagar Faridabad - 121003, Haryana, India

14/02/2018 NRSS XXIX (JS) Transmission Limited Sterlite Grid 7 Limited Sterlite Grid 6 Limited Sterlite Convergence Limited Sterlite Grid 5 Limited, Sterlite Grid 4 Limited Maharashtra Transmission Communication Infrastructure Limited Sterlite Grid 3 Limited Sterlite Grid 2 Limited

Sharper Shape Group


23


Director of the

Company since

Details of other

Directorships/

Partnerships

Inc.

Ms. Avaantika Kakkar


06966972 39 Years

D-501/502,5th Floor Ashok Gardens Tj Road, Swan Mill Compound Mumbai 400015, Maharashtra India

04/08/2015 Jabalpur Transmission Company Limited Bhopal Dhule Transmission Company Limited Sterlite Power Transmission Limited NRSS XXIX Transmission Limited East-North Interconnection Company Limited RAPP Transmission Company Limited Patran Transmission Company Limited Maheshwaram Transmission Limited Sterlite Grid 2 Limited Cyril Amarchand Mangaldas

*Note: The Company confirms that none of its Directors appears in the RBI defaulter list and/or ECGC default list.


24

2.4.2 Details of change in Directors since last three years

Name Designation DIN Appointment/

Resignation

Date of Appointment/

Resignation

Director of Company since (in case of

resignation)

Remarks

Dr. Anand Gopaldas Agarwal

Director 00057364 Resignation 10-10-2017 03-06-2014 N/A

Mr. Udai Dhawan

Nominee Director

03048040 Resignation 22-01-2018 30-07-2014 N/A

Mr. Ved Mani Tiwari

Whole Time Director

06652919 Appointment 14-02-2018 N/A N/A

2.5 Details regarding the Auditors of the Company

2.5.1 Details of the statutory auditors of the Company

Name Address Auditor since

S R B C & CO LLP, statutory auditor (Registration No. 324982E/E300003)

C 401, 4th Floor Panchshil Tech Park Yerwada (Near Don Bosco School) Pune – 411006, Maharashtra

30.09.215

2.5.2 Details of change in statutory auditors since last three years

None 2.5.3 Details of borrowings of the Company as on latest quarter ended i.e. June 30, 2019

2.5.3.1 Details of Secured Loan Facilities

Lender’s Name Type of facility

Amount Sanctioned (Rs. Crore)

Principal Amount

Outstanding (Rs. Crore)

Repayment Schedule

Security

Franklin Templeton AMC

Non-Convertible Debentures

550.00 550.00 Bullet in March 2022

• First pari-passu charge on loans & advances provided by the Issuer to the project SPVs,

• Pledge of shares held by the

ICICI Prudential AMC Non-Convertible Debentures

300.00 300.00 Bullet in March 2022

Aditya Birla Finance Ltd. Term Loan 300.00 300.00 Bullet in September 2021


25

Lender’s Name Type of facility

Amount Sanctioned (Rs. Crore)

Principal Amount

Outstanding (Rs. Crore)

Repayment Schedule

Security

Issuer in its subsidiaries

• Pledge of shares in step down subsidiaries

YES Bank Limited Working Capital

100.00 86.55 On Demand

• First Charge on all current assets

• Pledge of Issuer in its subsidiary

HDFC Limited Working Capital

75.00 0.00 On Demand

• First Charge on all current assets

2.5.3.2 Details of Unsecured Loan Facilities

Nil

2.5.4 Details of NCDs *

Debenture

Series

Tenor /

Period

of

Maturity

Coupon Amount

(Rs.)

Date of Allotment

Redemption Date/ Schedule

Credit Rating

Secured / unsecured

Security

SPGVL Series IA 2022

3 years 11.50% 195,00,00,000

28 March 2019

28 March 2022

IND A+ (Stable)

Secured • First pari-passu charge on loans & advances provided by the Issuer to the project SPVs,

• Pledge of shares held by the Issuer in its subsidiaries

• Pledge of shares in step down subsidiaries

SPGVL Series I 2022

2 years 9

months 8 days

12.30% 105,00,00,000

20 June 2019

28 March 2022

IND A+ (Stable)

Secured

SPGVL Series II 2022

2 years 9

months 2 days

12.30% 550,00,00,000

26 June 2019

28 March 2022

IND A+ (Stable)

Secured


26

2.5.5 List of top 10 Debenture Holders 30 June 2019

Sr. No.

Name of Debenture Holders Amount (Rs. Crore)

1. ICICI Prudential Retirement Fund - Hybrid – Conservative Plan 3

2. ICICI Prudential Retirement Fund - Pure Debt Plan 12

3. ICICI Prudential Credit Risk fund 285

4. Franklin India Credit Risk Fund 75

5. Franklin India Dynamic Accrual Fund 65

6. Franklin India Income Opportunities Fund 55

7. Franklin India Short Term Income Plan 210

8. Franklin India Low Duration Fund 145

Total Amount 850

2.5.6 The amount of corporate guarantee issued by the Issuer along with name of the counterparty (like name of the subsidiary, JV entity, group company, etc.) on behalf of whom it has been issued as on June 30, 2019 Corporate Guarantee for Rs. 28 Crore issued in favor of Sterlite Grid 1 Limited against indemnification of revenue received from RAPP Transmission Company Limited (“RTCL”) as per Share Purchase Agreement executed between Sterlite Grid 1 Ltd and Sterlite Grid 2 Ltd for sale of RAPP Transmission Company Ltd

2.5.7 Details of Commercial Papers The total face value of commercial papers outstanding as on June 30, 2019 is Nil.

2.5.8 Details of rest of the borrowing (if any including hybrid debt like FCCB, Optionally Convertible Debentures/ Preference Shares) as on June 30, 2019 None

2.5.9 Details of all default/s and/or delay in payments of interest and principal of any kind of term loans, debt securities and other financial indebtedness including corporate guarantee issued by the Company, in the past 5 years None

2.5.10 Details of any outstanding borrowings taken/ debt securities issued where taken/ issued (i) for consideration other than cash, whether in whole or part, (ii) at a premium or discount, or (iii) in pursuance of an option


27

None

2.6 Details of Promoters of the Company

2.6.1 Details of Promoter Holding in the Company as on the latest quarter end i.e. June 30, 2019

Sr. No.

Name of the shareholders


No. of shares in demat form

Total Sharehol-ding as % of

total no. of equity shares

Total voting rights

as % of total

voting rights

No. of Shares Pledged

% of Shares pledged with respect

to shares owned

Promoter and Promoter Group

1 Sterlite Power Transmission Limited

1,24,35,29,411 (including 6 Nominee shares)

1,24,35,29,405 100% 100% 1,24,35,29,405 100

Total 1,24,35,29,411 1,24,35,29,405 100% 100% 1,24,35,29,405 100

2.6.2 Abridged version of Audited Consolidated financial information for the last three years

(Rs. In Crore)

Sr. No. Particulars FY 2017-18 FY 2016-17 FY 2015-16

A. Balance Sheet

Assets

Net Fixed Assets (Including Goodwill & CWIP) 4,957.91 3,822.88 6,116.75

Non-Current Financial Assets 1,417.20 4.05 4.77

Deferred Tax Assets (net) 188.51 78.11 39.50

Other Non-Current Assets 411.33 870.11 181.43

Current Assets: - - -

Inventories 0.88 - -

Current Financial Assets 217.03 235.26 209.79

Other Current Assets 46.88 3,315.56 32.00

Total 7,239.74 8,325.98 6,584.25

Equity and Liabilities

Share Capital 1,243.53 0.05 0.05

Other Equity -459.50 496.52 804.28

Non-Controlling Interest - - -

Non - Current Financial Liabilities 4,387.94 4,182.30 4,878.89

Deferred Payment Liabilities - - -


28

Long Term Provisions 2.34 2.28 2.95

Deferred tax Liabilities (Net) 11.08 6.32 0.20

Current Financial Liabilities 2,032.11 980.49 850.47

Other Current Liabilities & Provisions 22.24 2,658.01 47.39

Total 7,239.74 8,325.98 6,584.25

B. Profit and Loss Statement

Revenue from Operations 472.60 752.23 493.86

Other Income* 457.45 1.26 0.06

Expenditure 164.05 78.27 53.97

EBITDA 766.00 675.22 439.95

Depreciation and Amortisation 107.00 356.22 164.08

EBIT 659.00 318.99 275.86

Finance Cost 229.40 612.93 689.32

Tax 74.36 14.21 -26.25

PAT before minority Interest 355.23 -308.15 -387.21

Minority Interest - - -

PAT 355.23 -308.13 -387.21

C. Cash Flow Statement

Operating Profit/ Loss before Working Capital Changes 316.08 674.59 442.14

Net Cash from Operating Activities 52.96 557.29 372.96

Net Cash From/ (used in) Investing Activities -2,447.36 -1,680.51 -1,280.86

Net Cash From/ (used in) Financing Activities 2,393.48 1,143.55 835.74

Net increase / (decrease) in Cash and Cash Equivalents

-0.92 20.32 -72.17

Opening balance of Cash and Cash Equivalents 47.44 27.12 99.29

Upon Addition of Subsidiaries - - -

Closing balance of Cash and Cash Equivalents

46.52 47.44 27.12

2.6.3 Abridged version of Audited Standalone financial information for the last three years

Sr. No.

Particulars FY 2018-19 FY 2017-18 FY 2016-17

A. Balance Sheet

Assets

Net Fixed Assets (Including Goodwill & CWIP)

19.19 15.23 15.01

Non Current Financial Assets 3,399.98 4,090.46 1,950.78

Deferred Tax Assets (net) - -


29

Other Non Current Assets 8.33 1.43 589.27

Current Assets: - -

Inventories 6.09 70.57 -

Current Financial Assets 2,376.07 1,911.18 1,725.87

Other Current Assets 2,376.81 356.85 1,020.51

Total Assets 8,186.47 6,445.72 5,301.45

Equity and Liabilities

Share Capital 1,243.53 1,243.53 0.05

Other Equity 1,806.99 1,280.07 1,917.27

Non Controlling Interest - -

Non - Current Financial Liabilities 968.86 282.14 1,306.82

Deferred Payment Liabilities - -

Long Term Provisions 5.43 2.34 2.28

Deferred tax Liabilities (Net ) 549.01 480.11 383.59

Current Financial Liabilities 2,343.02 1,968.45 771.83

Other Current Liabilities & Provisions 1,269.63 1,189.07 919.60

Total Liabilities 8,186.47 6,445.72 5,301.45

B. Profit and Loss Statement

Revenue from Operations 2,313.67 1,582.53 1,577.56

Other Income* 298.08 37.35 -

Expenditure 2,233.16 1,465.53 1,415.36

EBITDA 378.60 154.35 162.20

Depreciation and Amortisation 6.40 3.89 2.63

EBIT 372.20 150.46 159.57

Finance Cost 14.52 31.73 117.75

Tax 60.07 38.98 0.14

PAT before minority Interest 297.61 79.76 41.68

Minority Interest - - -

PAT 297.61 79.76 41.68

C. Cash Flow Statement

Operating Profit/ Loss before Working Capital Changes

217.91 117.00 162.83

Net Cash From Operating Activities 515.59 615.96 287.93

Net Cash From/ (used in) Investing Activities -1,340.06 -635.49 -419.31

Net Cash From/ (used in) Financing Activities 888.93 19.86 130.53

Net increase / (decrease) in Cash and Cash Equivalents 64.45

0.33 -0.86

Opening balance of Cash and Cash Equivalents 1.30 0.98 1.84

Upon Addition Of Subsidiaries - -

Closing balance of Cash and Cash Equivalents

65.76 1.30 0.98


30

2.7 Any material event/ development or change having implications on the financials/ credit quality (i.e. any material regulatory proceedings against the Issuer/ promoters, tax litigations resulting in material liabilities, corporate restructuring event etc.) at the time of issue which may affect the issue or the Eligible Participants decision to invest/ continue to invest in the debt securities.

No material event / development / change has taken place since the date of the last published audited financial statements of the Issuer which may affect the Issue or the Eligible Participants decision to invest in the Debentures.

2.8 Debenture Trustee

Axis Trustee Services Limited having its address at The Ruby, 2nd Floor, SW, 29, Senapati Bapat Marg, Dadar West, Mumbai – 400 028, Maharashtra, India has been appointed as Debenture Trustee for the Issue. The Debenture Trustee has given its consent vide letter bearing reference ATSL/CO/19-20/0057 dated 12th July 2019 to the Issuer for its appointment and has entered into a Debenture Trustee Appointment Agreement with the Issuer. The Issuer shall enter into a Debenture Trust Deed, inter alia, specifying the terms and conditions of the Debentures and the powers, authorities and obligations of the Issuer and the Debenture Trustee in respect of the Debentures. The Debenture Holders shall, by subscribing to the Debentures or by purchasing the Debentures and without any further act or deed, be deemed to have irrevocably given their consent to and authorised the Debenture Trustee or any of their Agents or authorised officials to do, inter alia, all such acts, deeds and things necessary in terms of this Disclosure Document. All rights and remedies under the Debenture Trust Deed and/ or other security documents shall vest in and be exercised by the Debenture Trustee without having it referred to the Debenture Holders. Any payment made by the Issuer to the Debenture Trustee on behalf of the Debenture Holders shall discharge the Issuer pro tanto to the Debenture Holders. 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 Trustee will protect the interest of the Debenture Holders in the event of default by the Issuer in regard to timely payment of interest and the Redemption Amount and they will take necessary action at the cost of the Issuer.

2.9 Credit Rating of Debentures

The Debentures are rated as “IND A+ (Stable)” by the Credit Rating Agency. The rating is not a recommendation to buy, sell or hold Debentures and Eligible Participants should take their own decision. The rating may be subject to suspension, revision or withdrawal at any time by the assigning Credit Rating Agency. The Credit Rating Agency has a right to revise, suspend or withdraw the rating at any time on the basis of factors such as new information or unavailability of information or other circumstances which the Credit Rating Agency believes may have an impact on its rating.

The rating letter(s) as released by Credit Rating Agency is attached as Annexure K of this Disclosure Document.


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2.10 Guarantee or comfort for the Debentures

The Debentures are not backed by any guarantee or letter of comfort or any other document / letter with similar intent by any party.

2.11 Consent letter from the Debenture Trustee

Copy of the consent letter from the Debenture Trustee is enclosed in this Disclosure Document as Annexure J

2.12 Listing of Debentures

The Debentures are proposed to be listed on Stock Exchange.

BSE Limited shall act as the Designated Stock Exchange.

2.13 Other Details

Debenture Redemption Reserve

Adequate DRR will be created by the Company, as per applicable statutory provisions.

Issue related Laws

The Debentures offered are subject to provisions of the Companies Act, SEBI ILDS Regulations, SEBI LODR Regulations, the Depositories Act, 1996, as amended and rules and regulations made under these enactments.

Governing Law and Provisions

The Debentures are governed by and shall be construed in accordance with the existing laws of India. Any dispute arising in respect thereof will be subject to the exclusive jurisdiction of the courts at Mumbai (Maharashtra) in India.

Particulars of the dates of, and parties to all material contracts, agreements involving financial obligations of the Issuer

Material Contracts - By the very nature and volume of its business, the Company is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Company. However, copies of the contracts considered material for the Issue together with the copies of documents referred to in hereinabove may be inspected at the Registered Office of the Company between 11.00 a.m. and 1.00 p.m. on any Business Day until the Issue Closing Date.

• Memorandum and Articles of Association

• Board resolution dated 8 June 2019 authorising issue of Debentures and the specific terms of such issue

• Shareholder’s resolution dated 12 June 2019 passed under section 180(1)(a) of the Companies Act


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• Shareholder’s resolution dated 12 June 2019 passed under section 180(1)(c) of the Companies Act

• Consent letter from Axis Trustee Services Limited for acting as Debenture Trustee for and on behalf of the Debenture Holder(s) dated 12 July 2019

• Consent letter from Karvy Fintech Private Limited for acting as Registrar & Transfer Agent for the Issue dated 15 July 2019

• Letter from Credit Rating Agency dated 12 July 2019

• Tripartite Agreement between the Company, NSDL and the Registrar & Transfer Agent for the Issue dated 13 April 2015

• Annual Reports of the Company for the last three years

• Latest Audited / Limited Review Annual Consolidated and Standalone Financial Information (Profit & Loss statement, Balance Sheet and Cash Flow statement) and auditor qualifications, if any

Issue Size and Nature of Instrument

The Company proposes to issue by way of private placement the Debentures for cash aggregating to the Issue.

For details of the Issue, please refer to section titled “Issue Details” in this Disclosure Document.

Details of utilisation of Issue proceeds

The net proceeds of the Issue will be utilised inter-alia for repayment of existing long term loans, , creation, deposit and maintenance of the Interest Service Reserve Amount lying in the ISRA Account and payments of fees and transaction related expenses in relation to the issuance of the Debentures and the Debenture Documents.

The proceeds of the Issue will not be used for investments in capital markets and real estate.

Face Value, Issue Price, Effective Yield for Eligible Participants

Each Debenture has a face value of Rs. 10 Lakhs and is issued at par i.e. for Rs. 10 Lakhs. Based on occurrence of certain events, there are applicable premiums payable by the Issuer.

Offer or Issue of executed PPOAL to successful bidders

The PPOAL along with the Application Form will be issued to the successful bidders. Successful bidders will be required to complete and submit the Application Form and Part B of the PPOAL to the Issuer in order to accept the offer of Debentures.

No person other than the successful bidders to whom the PPOAL has been issued by Issuer may apply for the Issue through the PPOAL and any Application Form received from a person other than those specifically addressed will be invalid.

Minimum Subscription


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As the current issue of Debentures is being made on private placement basis, the requirement of minimum subscription shall not be applicable and therefore the Company shall not be liable to refund the issue subscription(s)/ proceed(s) in the event of the total issue collection falling short of the Issue or a certain percentage of the Issue.

Deemed Date of Allotment

All benefits related to the Debentures will be available to the allottee(s) from the Deemed Date of Allotment. The actual allotment of the Debentures may take place on a date other than the Deemed Date of Allotment. The Company reserves the right to keep multiple allotment date(s)/ Deemed Date(s) of Allotment at its sole and absolute discretion without any notice to the Debenture Holders. In case the Issue Closing Date is revised, the Deemed Date of Allotment may also be revised by the Company at its sole and absolute discretion.

Credit of Debentures The Company shall credit the Debentures in no later than 2 (Two) Business Days from the Issue Closing Date. The Company shall give the instruction to the Registrar for crediting the Debentures by 12:00 p.m. on the Pay-In Date. The Registrar shall provide corporate action file along with all requisite documents to Depositories by 12:00 p.m. on the Pay-In Date. The Company shall allot the Debentures and issue and credit the Letter of Allotment in the beneficiary account of the Eligible Participants(s) with NSDL (and CDSL)/ Depository Participant (“Beneficiary Account”).

Depository Arrangements

The Company has appointed Karvy Fintech Private Limited as the Registrar of the Issue. A copy of the consent letter from the Registrar is enclosed in this Disclosure Document as Annexure I. The Company has made necessary depository arrangements with NSDL and CDSL for the Issue and holding of Debentures in the dematerialised form by Eligible Participants. In this context, the Company has signed tripartite agreements as under:

• Tripartite Agreement between the Company, the Registrar and Transfer Agent and NSDL for offering Depository option to the Eligible Participants dated 13 April 2015.

• Tripartite Agreement between the Company, the Registrar and Transfer Agent and CDSL for offering Depository option to the Eligible Participants to be entered into.

Listing The Debentures are proposed to be listed on the Wholesale Debt Market (WDM) segment of the BSE. The Company shall comply with the requirements of the simplified listing agreement read with SEBI LODR Regulations, to the extent applicable to it, on a continuous basis. BSE shall act as the Designated Stock Exchange.

Coupon Rate

Fixed coupon of 12.30% p.a. payable annually at the end of every year from the Deemed Date of Allotment.

Market Lot

The market lot will be one Debenture. Since the Debentures are being issued only in dematerialised form, the odd lots will not arise either at the time of issuance or at the time of


34

transfer of Debentures.

Interest on Application Money

As the Pay-In Date and the Deemed Date of Allotment fall on the same date, interest on application money shall not be applicable. Further, no interest on application money will be payable in case the Issue is withdrawn by the Issuer in accordance with the Operational Guidelines.

Debentures in Dematerialised Form

The Company is issuing the Debentures only in dematerialised form and hence no Debentures are being issued in physical form in terms of the Disclosure Document. The Company has entered into Depository Arrangements with NSDL and CDSL for dematerialisation of the securities. Interest, Redemption Amount or other benefits with respect to the Debentures would be paid to those Debenture Holders whose names appear: (i) on the list of Beneficial Owners given by the Depository to the Issuer, and (ii) in the Register of Debenture Holders, as on the Record Date.

Undertaking - Common Form of Transfer

The Debentures shall be transferred subject to and in accordance with the rules and procedures as prescribed by the NSDL and CDSL, Depository Participant of the transferor/ transferee and any other Applicable Laws.

The normal procedure followed for transfer of securities held in the dematerialized form shall be followed for transfer of the Debentures, issued in terms of the Disclosure Document and held in electronic form. The seller should give delivery instructions containing details of the buyer’s depository account to his Depository Participant.

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 records of the Depository. In such cases, claims, if any, by the transferee(s) would need to be settled with the transferor(s) and not with the Company.

The Company is issuing the Debentures only in the dematerialized form and hence there is no physical holding of the Debentures being issued in terms of the Disclosure Document. The Company undertakes that it shall use a common form/ procedure for transfer of the Debentures issued under the terms of the Disclosure Document, if at a later stage there is some holding in the physical form due to the Depository giving the re-materialisation option to any Eligible Participants.

Joint-Holders

Where two or more persons are holders of any Debenture(s), they shall be deemed to hold the same as joint tenants with benefits of survivorship in the same manner and to the same extent and be subject to the same restrictions and limitations as in the case of the existing equity shares of the Company, subject to other provisions contained in the Articles of Association of the Company.

Mode of Transfer


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The Debentures shall be transferable and transmittable in the same manner and to the same extent and be subject to the same restrictions and limitations as in the case of the existing equity shares of the Company. The provisions relating to transfer and transmission, nomination and other related matters in respect of equity shares of the Company, contained in the Articles of Association of the Company, shall apply mutatis mutandis to the transfer and transmission of the Debentures and nomination in this respect.

Succession

In the event of demise of the sole holder of the Debentures, the Company will recognize the executor or administrator of the deceased Debenture Holder, or the holder of succession certificate or other legal representative as having title to the Debentures. The Company shall not be bound to recognize such executor, administrator or holder of the succession certificate, unless such executor or administrator obtains probate or letter of administration or such holder is the holder of succession certificate or other legal representation, as the case may be, from a Court in India having jurisdiction over the matter. The Directors of the Company may, in their absolute discretion, where they think fit, dispense with production of probate or letter of administration or succession certificate or other legal representation, in order to recognize such holder as being entitled to the Debentures standing in the name of the deceased Debenture Holder on production of sufficient documentary proof or indemnity.

Record Date

The Record Date for the Debentures shall be 15 (fifteen) days prior to the date of each of the Coupon Payment Dates and/or the Redemption Date, as the case may be. Interest and/or Redemption Amount shall be paid to the person whose name appears as sole/ first holder in the register of Debenture Holders/ beneficiaries on the Record Date. In the event of the Company not receiving any notice of transfer at least 15 (fifteen) days before the respective due date of payment of interest and at least 15 (fifteen) days prior to the Redemption Date, as the case may be, the transferees for the Debentures shall not have any claim against the Company in respect of interest so paid to the registered Debenture Holders. In case of those Debentures for which the beneficial owner is not identified by the Depository as on the Record Date, the Company would keep in abeyance the payment of interest or other benefits, till such time that the beneficial owner is identified by the Depository and conveyed to the Company, whereupon the interest or benefits will be paid to the beneficiaries, as identified, within a period of 30 (thirty) days from the date of such notification by the Depository.

List of Debenture Holder(s)/ Beneficiaries

The Company shall request the Registrar/Depository to provide a list of Debenture Holders/ Beneficial Owners at the end of the Record Date. This shall be the list, which shall be considered for payment of interest or Redemption Amount, as the case may be.

Interest on Debentures

The Debentures shall carry interest at Coupon Rate (subject to deduction of tax at source at the rates prevailing from time to time under the provisions of the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof). The interest shall be payable on Coupon Payment Date annually through the Tenor of the Debentures. Interest on Debentures will be paid to the Debenture Holders/ Beneficial Owners as per the


36

beneficiary list provided by the Registrar/ Depository as on the Record Date. Payment will be made by way of RTGS/ NEFT/ any other electronic mode / any other permissible mode of payment from time to time in the name of Debenture Holder(s) whose names appear on the List of Beneficial Owners as on the Record Date given by the Depository to the Company. Interest in all cases shall be payable on the amount outstanding on an Actual/ Actual basis, i.e., actual number of days elapsed divided by the actual number of days in the year and rounded off to the nearest Rupee.

Deduction of Tax at Source (TDS)

Debenture Holders should consult their own independent tax advisers to understand their positions. In addition, the Debenture Holders should be aware that tax regulations and their application by the relevant taxation authorities change from time to time. Accordingly, it is not possible to predict the precise tax treatment which will apply at any given time. Therefore, the Debenture Holders are advised to consider the tax implications in respect of subscription to the Debentures in consultation with their tax advisors. Tax as applicable under the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof will be deducted at source on payment of interest or any other sums payable in respect of the Debentures. For seeking TDS exemption/lower rate of TDS, relevant certificate(s)/ order(s)/ declaration(s)/ document(s) must be lodged at least 15 (fifteen) days before the payment of interest becoming due with the Registrar or to such other person(s) at such other address(es) as the Company may specify from time-to-time through suitable communication. Tax exemption certificate/ order/ declaration/ document of non-deduction of tax at source on Interest on Application Money, should be submitted along with the Application Form. Where any deduction of Income Tax is made at source and PAN has been provided by the Debenture Holder, the Company shall send to the Debenture Holder(s) a Certificate of Tax Deduction at Source. However, mutual funds are exempt Tax Deduction at Source.

Regarding deduction of tax at source and the requisite certificate(s)/ order(s)/ declaration(s)/ document(s) forms to be submitted, prospective Eligible Participants are advised to consult their own tax consultant(s).

With effect from June 1, 2008 under Section 193 of the Income-tax Act, 1961, no tax is deductible at source from the amount of interest payable on any security issued by a Company in dematerialised form and listed on a recognised stock exchange in India in accordance with the Securities Contract (Regulation) Act, 1956 and the rules made thereunder, held by a person resident in India. Since the Debentures shall be issued in dematerialized mode and are proposed to be listed on the Stock Exchange, no tax will be deductible at source on the payment or credit of interest on the Debentures held by any person resident in India. Provided that if the law is subsequently amended to mandate deduction of tax at source from the amount of interest payable, the Issuer shall comply with such amended laws and regulations and deduct the tax at source as required.

Payment on Redemption

The Debentures shall be redeemed at par at the end of the Final Maturity Date or any other Redemption Date, as mentioned in the Issue Details, other than where it may be redeemed on any other Redemption Date(s).


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The Debentures will not carry any obligation, for interest or otherwise, after the Redemption Date. The Debentures held in the dematerialised form shall be taken as discharged on payment of the Redemption Amount by the Company on Redemption Date to the registered Debenture Holders whose name appear in the Register of Debenture Holders / Beneficial Owners as per the list provided by the Depository(ies), on the Record Date. Such payment will be a legal discharge of the liability of the Company towards the Debenture Holders. Payment of Redemption Amount will be made by way of RTGS/ NEFT/ any other electronic mode / any other permissible mode of payment in the name of Debenture Holder(s)/ Beneficial Owners(s) whose names appear on the List of Beneficial Owners given by the Depository to the Company as on the Record Date. In respect of any Debentures held physically under a consolidated debenture certificate, payments will be made by way of cheque or pay order or electronically. However, if the Issuer so requires, payments on maturity may be made upon the surrender of the consolidated debenture certificate(s). Dispatch of cheque or pay order in respect of payments with respect to redemptions will be made within a period of 30 (thirty) days from the date of receipt of the duly discharged consolidated debenture certificate. No interest will accrue after the Redemption Date, irrespective of the non-surrender of the consolidated debenture certificate.

Business Day Convention/ Effect of Holidays

If any of the Coupon Payment Date(s), other than the ones falling on any Redemption Date, falls on a day that is not a Business Day, the payment shall be made by the Issuer on the immediately succeeding Business Day, which becomes the Coupon Payment Date for that Coupon. However, the future Coupon Payment Date(s) would be as per the schedule originally stipulated at the time of issuing the Debentures. In other words, the subsequent Coupon Payment Date(s) would not be disturbed merely because the payment date in respect of one particular coupon payment has been postponed earlier because of it having fallen on a non-Business Day.

If any Redemption Date falls on a day that is not a Business Day, the Redemption Amount shall be paid by the Issuer on the immediately preceding Business Day, which becomes the new Redemption Date, along with interest accrued on the Debentures until but excluding the date of such payment.

For the purpose of clarity, illustration on Coupon Payment Date(s) and Redemption Date for 1 Debenture of Rs. 10,00,000 each is given in the following table:


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REDEMPTION AMOUNT AND CASH FLOWS BASED ON FINAL MATURITY DATE

Face Value per Debenture

10,00,000.00

Coupon Payment Frequency Annual Coupon Rate 12.3000%

Coupon Date

Coupon Payment Date (Business Day Convention)

Interest Payment*

Redemption *

Principal outstanding

Total Cash Flows

19 July 2019 Friday, July 19, 2019

10,00,000

(10,00,000)

19 July 2020 Monday, July 20, 2020

1,23,000

10,00,000

1,23,000

19 July 2021 Monday, July 19, 2021

1,23,000

10,00,000

1,23,000

28 March 2022 Monday, March 28, 2022

84,921

10,00,000

-

10,84,921

* Does not include Coupon Step-up & Mandatory Repayments

Coupon Reset Cashflow

Coupon Date

Coupon Payment Date (Business Day Convention)

Interest Payment

Redemption Principal

outstanding Total Cash

Flows

19 July 2019 Friday, July 19, 2019

10,00,000

(10,00,000)

19 July 2020 Monday, July 20, 2020 1,23,000

10,00,000

1,23,000

28 March 2021 Friday, March 26, 2021 84,247

10,00,000

-

10,84,247

* Does not include Coupon Step-up & Mandatory Repayments

Right of Consolidation and Reissuance

The Board of Directors of the Issuer shall have the power to consolidate and reissue its debt securities including the Debentures on such terms and conditions as they may deem fit.

Tax Implications to the Debenture Holders The holder(s) of the Debentures are advised to consider in their own case, the tax implications in respect of subscription to the Debentures after consulting their own tax advisor/ counsel. Consents The consents in writing of Registrar of the Issue and the Debenture Trustee to act in their respective capacities have been obtained.


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Sharing of Information

The Company may, at its option, 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 Company, with its subsidiaries and affiliates and other banks, financial institutions, credit bureaus, agencies, statutory bodies, as may be required and neither the Company nor its subsidiaries and affiliates or 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 Company.

Modification of Rights

The rights, privileges, terms and conditions attached to the Debentures may be varied, modified or abrogated by the Company, with the consent, in writing, of those Debenture Holder(s) who hold at least three-fourth of the outstanding amount of the Debentures or with the sanction accorded pursuant to a special resolution passed at a meeting of the Debenture Holder(s), provided that nothing in such consent or resolution shall be operative against the Company where such consent or resolution modifies or varies the terms and conditions of the Debentures, if the same are not acceptable to the Company.

Notice(s)

All notices to the Debenture Holder(s) required to be given by the Company or the Debenture Trustee from time to time, shall be deemed to have been given if sent by registered post/ by courier / by email to the sole/ first holder or the sole/ first Beneficial Owner of the Debentures or registered email id of such holder, as the case may be, or if published in Mumbai.

All notice(s) to be given by the Debenture Holder(s) shall be sent by registered post or by hand delivery to the Company or to such persons at such address as may be notified by the Company from time to time through suitable communication.

Disputes and Governing Law The Debentures are governed by and shall be construed in accordance with the existing laws of India. Any dispute arising in respect thereof will be subject to the exclusive jurisdiction of the courts at Mumbai, Maharashtra. 1 Withdrawal of Issue

The Issuer may, at its discretion, withdraw the issue process on the conditions set out

under the Companies Act or any other Applicable Law. 2 Application Size

Applications for the Debentures are required to be for a minimum of 1 (one) Debenture and multiples of 1 (one) Debenture thereafter.

The Eligible Participants and subsequent Debenture Holders (who shall purchase the Debentures in the secondary market) are required to consult their own advisors in


40

investing in the Debentures and comply with the relevant rules, regulations, guidelines or notifications applicable to them for investing in the Debentures.

3 Minimum Subscription

The requirement of minimum subscription shall not be applicable to the Issue and therefore the Issuer shall not be liable to refund the subscription(s) or proceed(s) in respect of Issue in the event of the total Issue collection falling short of the proposed Issue size or certain percentage of the proposed Issue size.

4 Payment Mechanism

Payment of subscription money for the Debentures should be made by the successful

bidder as notified by the Issuer. Eligible Participants should do the funds pay-in to the specified bank account(s) of ICCL

(“Designated Account”). The process for the pay-in and receipt of subscription amount into the Designated Account shall be in accordance with the provisions of the Operational Guidelines.

The Eligible Participants must do the subscription amount payment to the Designated

Bank Account on or before 10:30 a.m. on the Pay-in Date (“Pay-in Time”). Eligible Participants should ensure to make payment of the subscription amount for the Debentures from their same bank account which is updated by them in the BSE BOND - EBP Platform while placing the bids. In case of mismatch in the bank account details between BSE BOND - EBP Platform and the bank account from which payment is done by the successful bidder, the payment would be returned.

Note: In case of failure of the Eligible Participants to complete the subscription amount payments by the Pay-in Time or the funds are not received in the Designated Bank Account by the Pay-in Time for any reason whatsoever, the bid will liable to be rejected and the Issuer shall not be liable to issue Debentures to such successful bidders.

Funds payment to the SPGVL on 19 July 2019 (Pay-in Date) would be made by ICCL

to the following bank account of the Issuer:

Bank : IndusInd Bank Limited

Branch : Dr. Gopaldas Bhawan, 28, Barakhamba Road, New Delhi - 110001

Bank Account No. : 201002554908

IFSC Code No. : INDB0000005

Mode : RTGS/NEFT

Date of Subscription The date of subscription shall be the date of realisation of proceeds of subscription


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money in the Designated Account. Settlement Process Upon final allocation by the Issuer, the Issuer or the Registrar on behalf of the Issue shall instruct the Depositories on the Pay In Date, and the Depositories shall accordingly credit the allocated Debentures to the demat account of the successful bidder. The Company shall give the instruction to the Registrar for crediting the Debentures as per the Operational Guidelines.

Manner of bidding

Closed bidding

Method of Allotment

The allotment will be done on uniform yield basis in line with the Operational Guidelines

Manner of settlement

Settlement of the Issue will be done through Indian Clearing Corporation Limited (ICCL). Details of the same have been provided in “Designated Account for funds Pay-In”

Settlement cycle

T + 1

Settlement process

Upon final allocation by the Issuer, the Issuer or the Registrar on

behalf of the Issue shall instruct the Depositories on the Pay In Date,

and the Depositories shall accordingly credit the allocated

Debentures to the demat account of the successful bidder.

The Company shall give the instruction to the Registrar for crediting

the Debentures by 12:00 p.m. on the Pay-In Date. The Registrar shall

provide corporate action file along with all requisite documents to

Depositories by 12:00 p.m. on the Pay-In Date. On the Pay-In Date,

the Depositories shall confirm to the Issuer the transfer of Debentures

in the demat account(s) of the successful bidder(s).

Post-Allocation Disclosures by the EBP Upon final allocation by the Issuer, the Issuer shall disclose the Issue size, coupon rate, ISIN, number of successful bidders, category of the successful bidder(s), etc., in accordance with the Operational Guidelines. The EBP shall upload such data, as provided by the Issuer, on its website to make it available to the public.


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3. ISSUE DETAILS

Security Name SPGVL 2022 Series III

Issuer Sterlite Power Grid Ventures Limited (“Company” / “Issuer”/ “SPGVL”)

Sponsor Sponsor: Sterlite Power Transmission Limited (“Sponsor” / “SPTL”)

Sterlite Group means (i) the Obligors; and (ii) their Subsidiaries (present and future), and (iii) all such entities having a ‘control’ in the Issuer “Control” shall have the meaning under Companies Act, 2013

Obligors Means collectively, the Issuer and the Sponsor

Type of Instrument

Rated, Listed, Secured, Redeemable, Taxable, Non-Convertible Debentures (“Debentures” / “NCDs”)

Nature of Instrument Secured

Seniority Senior

Mode of Issue Private Placement

Eligible Participants

(a) Qualified Institutional Buyers (QIBs), defined as per Regulation 2(zd) of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended or replaced from time to time (b) Any non-QIB investor including arranger(s), who/which has been authorized by the issuer, to participate in a particular issue on EBP Platform.

Stock Exchange(s)

BSE Limited (“BSE”)

Listing

To be listed on the Stock Exchange(s). Listing application shall be filed with the Stock Exchange(s) within 15 (fifteen) days from the Deemed Date of Allotment. In principle listing approval to be obtained prior to issuance of the Debentures. In case of delay in listing of the debt securities beyond 20 days from the deemed date of allotment, the Company shall pay penal interest of atleast @ 1 % p.a. over the coupon rate from the expiry of 30 days from the deemed date of allotment till the listing of such debt securities to the investor.

Rating of the Instrument A+/Stable by India Ratings and Research Private Limited

Issue Size Upto Rs. 300 Crores only

Option to Retain Oversubscription Not Applicable

Objects of the Issue

The proceeds from the issue of the NCDs on private placement basis (“Issue”) shall be utilized for the following purposes (“Purpose”): (a) Repayment of existing long term loans (b) Creation, deposit and maintenance of the Interest Service Reserve

Amount lying in the ISRA Account; and (c) Payments of fees and transaction related expenses in relation to the

issuance of the Debentures and the Debenture Documents. The proceeds of the Issue will not be used for investments in capital markets and real estate or any other purpose not permitted by the Reserve Bank of India or under Applicable Law (“Restricted Use”)


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Details of the utilization of the

proceeds

The proceeds from the issue of the NCDs on private placement basis (“Issue”) shall be utilized for the following purposes (“Purpose”): (a) Repayment of existing long term loans (b) Creation, deposit and maintenance of the Interest Service Reserve

Amount lying in the ISRA Account; and (c) Payments of fees and transaction related expenses in relation to the

issuance of the Debentures and the Debenture Documents. The proceeds of the Issue will not be used for investments in capital markets and real estate or any other purpose not permitted by the Reserve Bank of India or under applicable law (“Restricted Use”)

Coupon Rate 12.30 % p.a. or any other revised Coupon Rate or Step Up Coupon (defined hereafter)

Step Up/Step Down Coupon

Rate

The Issuer shall pay interest at the Coupon Rate on the principal amount of the Debentures outstanding from the Deemed Date of Allotment on each Coupon Payment Date for the relevant coupon period, until all Debentures have been redeemed to the satisfaction of the Debenture Holders.

• Upon the occurrence of a rating downgrade of the credit rating of the Issuer below ‘A+’ by any rating agency having an outstanding rating on the Issuer (“Step Up Event”), Coupon Rate shall be increased or revised upwards by 0.25% for each notch of downgrade (“Step Up Coupon Rate”).

• Upon rating downgrade of the Issuer or the NCDs to ‘A-‘ (“Rating Downgrade Event”), the Debenture Holders shall reserve the right to recall all Outstanding Amounts due and payable in respect thereof and the Issuer shall be required to redeem the Debentures within 30 days (“Rating Downgrade Redemption Date”) of such request from Debenture Holders.

In case of multiple rating agencies, lowest rating available shall be considered for the above purpose.

Mandatory Redemption

Event

Individual Debenture Holders shall have the right to accelerate the repayment of all Outstanding Amounts (on pro-rata basis with other long-term lenders of the Issuer upto the Debt Limit such that proportion of the repayments in respect of the Debentures and repayments in respect of the long term debt shall not be less than the aggregate nominal value of the Debentures (as on the Deemed Date of Allotment) divided by the Debt Limit of INR 1150,00,00,000 (Indian Rupee One Thousand One Hundred And Fifty Crores Only)) upon the occurrence of / from the proceeds of any of the events (each a “Mandatory Redemption Event”) listed below. The Issuer shall inform in writing, 30 days prior to such Mandatory Redemption Event (“Mandatory Redemption Notice”)):

1. IPO of the Issuer 2. Any liquidity event by way of Equity sale or issue of new shares

or any other equity like instruments at SPTL/ Issuer/ Indian


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subsidiaries level 3. ‘Monetisation Event’ which is defined as either a Top-Up in

project financing facility (debt raised over and above the outstanding Long term loans at time of CoD) in KTL, GPTL, NER II & GTTL or any realization of cash from selling (part or full) KTL, GPTL, NER II & GTTL to India Grid Trust or any other party, as follows: A) KTL Monetisation Event: minimum mandatory redemption of Rs. 200 crore of LT debt on a pro-rata basis. Debenture Holders reserves the option to accelerate part or full amount of any excess amounts realised through such a Monetisation Event B) GPTL Monetisation Event: minimum mandatory redemption of Rs. 150 crore of LT debt on a pro-rata basis. Debenture Holders reserves the option to accelerate part or full amount of any excess amounts realised through such a Monetisation Event C) NER Monetisation Event: mandatory redemption of Rs. 800 crore or Facility Amount outstanding, whichever is higher

D) GTTL: Facility Amount outstanding,

For the purpose of this provision, ‘Mandatory Redemption Date’ shall mean the date falling 30 days of issue of a Mandatory Redemption Notice upon the occurrence of / from the proceeds of any of the Mandatory Redemption Events It is agreed that if both KTL Monetisation Event and GPTL Monetisation Event is not completed on or prior to 30th September 2020, the coupon rate shall be automatically increased by 100 bps from the prevailing Coupon Rate. Further if NER II monetisation Event is not completed on or prior to 30th September 2021, the coupon rate shall be automatically increased by 100 bps from the then prevailing Coupon Rate.

Coupon Payment

Frequency Annual

Coupon Payment Date

The date falling at the end of 1 year from the Deemed Date of Allotment and every year thereafter, on which the Coupon will be paid

Coupon Type Fixed

Coupon Reset 28th March 2021

Coupon Reset Process

The Company shall mandatorily 60 days prior to the Coupon Reset Date issue a notice (“Coupon Reset Notice”) to the Debenture Trustee and Debenture Holders intimating it of the revised coupon rate to be applicable from the Coupon Reset Date (“Revised Coupon Rate”). Each of the Debenture Holders may either accept for itself the Revised Coupon Rate or suggest an alternate Coupon Rate to the Company within 15 days of receipt of intimation by the Debenture Holders. If the Revised Coupon Rate suggested by the Debenture Holders / Debenture Trustee is acceptable to the Issuer, a notice shall be issued at least 30 days prior to the Coupon Reset Date, to the consenting Debenture Holders / Debenture Trustee specifying the Revised Coupon Rate. Such Revised Coupon Rate shall be applicable from the Coupon Reset Date


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until the Final Maturity. Further, in case no consensus is reached between Company & any Debenture Holder(s) on the Revised Coupon Rate to be applicable from ensuing Coupon Reset Date then the Company shall, with a prior notice of 30 days from the Coupon Reset Date (a) redeem the Debentures on the Coupon Reset Date (“Coupon Reset Redemption Date”) and shall pay all the Outstanding Amounts in relation to the Debentures pertaining to the concerned Debenture Holder and (b) obtain a binding term-sheet for refinancing/redemption of complete amount of Debentures held by the said Debenture Holder(s), atleast 30 days prior to ensuing Coupon Reset Date. The terms of such new lender for refinancing/redemption of the dissenting Debenture Holders shall not be better than the terms offered to the remaining other consenting Debenture Holders in terms of coupon, tenor and security. It is hereby clarified that each Debenture Holder shall have an independent right to negotiate on the Revised Coupon Rate and such Revised Coupon Rate shall be same for all consenting Debenture Holders.

Day Count Basis

Actual/ Actual Basis Interest payable on the Debentures will be calculated on the basis of actual number of days elapsed in a year of 365 or 366 days as the case may be.

Interest on Application

Money NIL

Majority Debenture

Holders

means, at any time, the Debenture Holders holding not less than 51% (fifty one percent) in face value of the Debentures outstanding at that time

Default Interest Rate

(a) 2% p.a. over the Coupon Rate for delay in creation and perfection of security;

(b) 2% p.a. over the Coupon Rate for any default (which may or may not be declared as an Event of Default by the Debenture Trustee), till the time such default is cured;

(c) 2% p.a. over the Coupon Rate in payment of Interest and/or principal redemption on the due dates under Debenture Documents;

(d) 1% p.a. over the Coupon Rate in case the Debentures are not listed within 30 (thirty) days from Deemed Date of Allotment, till the time Debentures are listed

Default Interest Rate for non-execution of

Debenture Trust Deed

In case the Issuer/Company fails to execute the Debenture Trust Deed within 3 (three) months from the Deemed Date of Allotment, without prejudice to the provisions of the Companies Act and the SEBI ILDS Regulations, the Issuer shall also pay an additional interest of two percent per annum to the Debenture Holders, over and above the Coupon Rate, till the execution of the Debenture Trust Deed.

Tenor 2 years 8 months 9 days

Redemption Date

28th March, 2022 or Mandatory Redemption Date or Coupon Reset Redemption Date or Rating Downgrade Redemption Date


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Redemption Redemption on Final Maturity Date or pursuant to a Mandatory Repayment Event or Step Up Event.

Redemption Amount

Rs. 10 Lakhs per Debenture payable on each of the Redemption Date(s) and as specified in the cash flow illustration

Redemption Premium /Discount Not Applicable

Final Settlement Date

means the date on which all the outstanding Debentures together with the Redemption Amount and other Outstanding Amounts have been paid off or satisfied in full in accordance with the Debenture Documents and upon payment of all costs, charges and expenses incurred by the Debenture Trustee, the Debenture Holders and the Escrow Bank or by any receiver in relation to the Debenture Documents, including the remuneration of the Debenture Trustee and of any receiver and all interest thereon;

Outstanding Amounts

means (i) all moneys, debts and liabilities due, owing or incurred or payable from time to time by the Issuer in respect of the Debentures to any debenture holder or the Debenture Trustee under or in connection with the Debenture Documents (in each case, whether alone or jointly, or jointly and severally, with any other person, whether actually or contingently, and whether as principal, surety or otherwise), including but not limited to the Debenture Amount, accrued but unpaid Coupon, redemption premium, prepayment premium, Default Interest, other charges, fees, costs and expenses incurred under or in connection with the Debenture Documents; (ii) any and all costs, expenses, fees and duties for the enforcement and collection of any amounts due under the Debenture Documents, including expenses of preservation, maintenance, enforcement and realization of the security or any security interest in the security; and (iii) the expenses of retaking, holding, preparing for sale or lease (as applicable), selling or otherwise disposing off or realizing the Security, or of any exercise by the Debenture Trustee and/or the Debenture Holders of their rights under the Security Documents, together with legal fees and court costs in connection therewith;

Issue Price Rs. 10 Lakhs per Debenture

Discount at which security is issued and the

effective yield as a result of such

discount. Not Applicable as the Debentures are being issued at par

Put Date Not Applicable

Put Price Not Applicable

Call Date Not Applicable

Call Price Not Applicable

Put Notification Time

Not Applicable


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Call Notification Time

Not Applicable

Face Value Rs. 10 lakhs per Debenture

Minimum Bid Size

1 Debenture of Rs. 10 Lakhs each and in multiple of 1 Debenture of Rs. 10 Lakhs each thereafter

Minimum Application and in multiples of

thereafter

1 Debenture of Rs. 10 Lakhs each and in multiple of 1 Debenture of Rs. 10 Lakhs each thereafter

Issue Timing 1. Issue

Opening Date

2. Issue Closing Date

3. Pay–in–Date 4. Deemed

Date of Allotment

1. 18 July 2019

2. 18 July 2019

3. 19 July 2019

4. 19 July 2019

Issuance mode of the Instrument

Demat only (for private placement)

Trading mode of the Instrument

Demat only (for private placement)

Settlement mode of the Instrument

Payment of Interest and principal will be made by way of cheque(s)/interest warrant(s)/ demand draft(s)/ credit through RTGS/NEFT system

Depository NSDL and CDSL

Business Day Convention

(i) The Coupon amount shall be made only on the Business Days. Therefore, if the Coupon payment date falls on a day other than a Business Day, the Coupon payment shall be on the next succeeding Business Day and calculation of such coupon payment shall be as per original schedule as if such Coupon Payment Date were a Business Day. Further, the future Coupon payment dates shall remain intact and shall not be disturbed because of postponement of such Coupon payment on account of it failing on a non-Business Day;

(ii) The Redemption Amount shall be made only on the Business Days. If Redemption Date falls on a day that is not a Business Day, the Redemption Amount shall be paid by the Issuer on the immediately preceding Business day along with coupon accrued on the Debentures until but excluding the date of such payment; and If Coupon Payment Dates & Redemption Date are same and falls on a day that is not a Business Day, both the Coupon amount and Redemption Amount shall be paid on the immediately preceding Business Day


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Record Date

The date falling 15 (fifteen) days prior to each Coupon Payment Date or Redemption Date or the Coupon Reset Date, as the case may be for the purposes of actual payment

Shareholding and

Management Control

• Sterlite Group to retain minimum 51% direct / indirect shareholding and retain management control of the Issuer and Sponsor, throughout the tenure of the facility,

• Sponsor to retain 51% shareholding in the Issuer

Negative Covenants

As per the Debenture Trust Deed

Other Covenants • All debt from the Sponsor / Sterlite Group/ or any other company where ultimate beneficial owner has stake shall be unsecured, subordinate in terms of tenor, non-interest bearing and shall not have any acceleration rights. This shall be documented in a pre-approved draft by holders and the executed copy shall be submitted within 15 days of any such loan being taken.

• Upon Event of Default, any claim under subordinated loans shall not exist.

• No upstreaming of cash flows (from SPGVL to SPTL) and / or loans & advances shall be provided from SPGVL to SPTL except maximum up to Rs.260 crore upon sale of NRSS to India Grid Trust. No such amount to be given in any fashion to any company above Sponsor level.

• No debt shall be raised by the Issuer with any options, coupon reset / maturity date shorter than the Coupon Reset Date/maturity date of these Debentures and the debt raised shall not have any favorable terms with respect to acceleration rights, covenants including financial covenants, events of default, security covenants, take out priority over these Debentures. The Issuer shall share final terms under a term sheet or sanction letter of such refinancing to the Debenture Trustee. Any terms pertaining to redemption or early redemption or payment under any special rights given to the lenders shall not be prior to the Coupon Reset Date.

• No existing long term lenders shall have any additional security, favorable terms with respect to acceleration rights, covenants including financial covenants, events of default, security covenants, take out priority over these Debentures. In the event, after 30 days from Deemed Date of Allotment, o any of the existing lenders have any additional security or

guarantees (from SPTL or otherwise) than these NCDs, the same shall be offered to these Debenture Holders too on a pari-passu basis

o any of the existing lenders have covenants that are not in line with these NCD terms then, the stricter of the covenants shall be applicable for these NCDs as well (suitable amendments shall be carried out in transaction documents within 15 days)

• Issuer shall 100% hedge its foreign currency exposure (if any)

• SPGVL or its direct / indirect subsidiaries shall not make any investments or extend any loans & advances to any other entity except their respective subsidiaries except Rs. 260 crores to SPTL. Such investments/ loans & advances will be utilized by respective subsidiaries for its business use only


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• The Debenture Holders shall have the right to accelerate the Debentures in the event of any breach of terms under any other financing agreements which leads to acceleration of payments under that financing agreement. Issuer shall inform Debenture Holders within 2 calendar days.

• The Issuer shall send the required letter to the project lenders of the SPVs before the Deemed Date of Allotment and copies of the same be provided immediately to the Debenture Trustee. The Issuer agrees that such consents shall be obtained from the lead lenders of each of the SPVs within 30 (thirty) days from Deemed Date of Allotment and shall be obtained from all the other lenders of the SPVs within 120 (One Hundred and Twenty) days from the Deemed Date of Allotment, and copies of the same be provided to the Debenture Trustee.

• if the consents as set out above from all lenders of SPVs are not obtained within 120 (one hundred and twenty) days from the Deemed Date of Allotment, the Debenture Holders reserve the right to either accelerate redemption of the Debentures within 30 (thirty) days thereof or seek any additional security to their satisfaction.

Financial Covenants

The Issuer shall ensure that the following financial covenants are maintained until the Final Settlement Date:

• Long Term Debt <= Debt Limit

• Long Term Debt to EBIDTA shall not exceed 6times till FY20 and shall not exceed 5 times at the end of full year FY21 and all times thereafter.

• Cash Interest Service Coverage Ratio > 1.50x

• Fund based Working Capital Debt shall be capped at the lower of drawing power and INR 200 crores

• Corporate Guarantee/Shortfall Undertaking/letter of comfort/keep fit letter/any put option/obligations or any other commitment which result into funds disbursed by Issuer, shall not exceed INR 500 Crore. The same shall be provided only for under-construction projects for a maximum period of 1 year post achievement of commissioning.

• There shall be no debt in the intermediary companies between the Issuer and the project companies

For the purpose of the covenant testing:

• Long Term Debt will be defined as outstanding sum of secured and unsecured term loans, debentures, external commercial borrowings, foreign currency convertible bonds and any other Term Debt by whatever name called. However, it shall exclude any funds brought in by promoters (which comply with conditions mentioned above). Long Term Debt shall include accrued interest/premium if any.

• Cash Interest Service coverage would be calculated as Cash EBDITA / Interest

• Cash EBITDA will be defined as operating turnover (including other income) less all expenses excluding interest, depreciation, amortization and taxes and shall also include


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cash received by Issuer from repayment of promoter loan or sale consideration against equity resulting from refinancing/ sale of assets

• Interest would be defined as interest payable on entire debt (i.e. including interest on term loan, working capital debt) and capitalized interest will be considered.

The financial covenants to be tested on Quarterly intervals starting from September 2019 onwards. The Long Term Debt to EBITDA and Cash Interest Coverage ratio shall be tested every quarter for trailing 12 months. The financial testing for September and March end shall be based on audited standalone financials of the Issuer and June and December shall be based on management certified financials of the Issuer. The Issuer shall submit a CA certificate for covenant compliance within 60 days of each quarter end.

Security

Following security would be created and subsist at all times until all

Outstanding Amounts have been paid in full to the satisfaction of the

Debenture Trustee:

• First pari-passu charge on loans & advances provided by the Issuer to the following intermediate hold-cos, present & future o Sterlite Grid 4 Ltd (“SGL 4”) o Sterlite Grid 5 Ltd (“SGL 5”)

• First pari-passu charge on loans & advances provided by the intermediate hold-cos to the following project SPVs, present & future o Khargone Transmission Ltd (“KTL”) o Gurgaon Palwal Transmission Ltd (“GPTL”) o NER II Transmission Ltd (“NTL”) o Goa Tamnar Transmission Project Ltd (“GTTPL”)

• Pledge of 51% shares of Sterlite Grid 4 Ltd (“SGL 4”) & Sterlite Grid

5 Ltd (“SGL 5”) on fully diluted basis at all times

• NDU along with POA for balance 49% shares of SGL 4 & SGL 5

• Charge on current assets of SGL 4 and SGL 5

• Charge on Mandatory Redemption Event Account

• Pledge of 49% shares of KTL, GPTL, NTL & GTTPL

Above Security to be shared on pari-passu basis with all amounts within

the Debt Limit. There shall be a common security agreement to be

agreed upon.

Issuer to maintain the security cover of at least 1x of the outstanding

principal amount along with interest/coupon payable on the

immediately next interest/coupon payment date for the entire

outstanding debt under the Debt Limit at all times till Settlement Date.

The security cover shall be valued based on fair value estimate as


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provided by independent third party valuer. Based on the valuation

provided by independent third party valuer, Issuer shall furnish a

security cover compliance certificate for independent Chartered

Accountant or CFO/Director of the Issuer within 60 days of Deemed Date

of Allotment and every year thereafter based on last FY end financials.

The charge on loans and advances extended to SGL 4 and pledge over 49% shares of KTL, GPTL and GTTL shall be created in 30 days from Deemed Date of Allotment. The balance security shall be created and perfected within 45 days from the Deemed Date of Allotment of the Debentures.

Issuer Affirmative Covenants


Information Undertakings

Issuer & Sponsor to submit standalone financials on a semi- annual basis within 60 days of half year and financial year end; Issuer & Sponsor to submit consolidated financials on a semi-annual basis within 120 days of half year and financial year end; Issuer to submit financials for SGL4, SGL5 and 4 project SPVs on a semi-annual basis within 120 days of half year and financial year end; Issuer to submit updated Lenders’ engineer report for each of the 4 projects at least once a quarter along with underlying project lenders on a simultaneous basis; Issuer to submit project progress report vis a vis scheduled milestones on each of the 4 projects within 30 days from the end of each quarter.

Transaction Documents / Debenture Documents

(a) Debenture Trustee Agreement (b) Debenture Trust Deed (c) Pledge Agreement for the 51% pledge of SGL4 and SGL5 shares and

NDU for 49%. (d) Power of Attorney in respect of (c) above (e) Pledge Agreement for the 49% pledge of shares of KTL, GPTL, NTL

& GTTPL (f) Power of Attorney in respect of (e) above (g) Deed of Hypothecation in relation to the loan receives and

assignment of loans (h) Power of Attorney in respect of (f) above (i) Sponsor Undertaking for management and ownership covenant (j) Any other documents as required by the Debenture Trustee

Consequence of event of default

Upon occurrence and continuance of any of the aforesaid event of default beyond the cure period specified above (as applicable), the Debenture Trustee may:

(a) require the Issuer to mandatorily redeem the NCDs and forthwith repay the principal amount on the NCDs, along with all Outstanding Amounts including without limitation accrued but unpaid interest, and other costs, charges and expenses incurred under or in connection Debenture Documents.


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(b) enforce their Security created under the relevant Security Documents and

(c) apply the amounts standing to the credit of the Accounts towards payment of the Outstanding Amounts;

(d) do such acts as may be necessary to create or perfect a Security Interest in respect of the specific assets;

(e) right to stipulate such other conditions or amend any terms of the Debenture Documents as the Debenture Holders considers necessary in order to exercise their rights under Applicable Law and enforcement any Security;

(f) right to nominate one or more nominee director(s) on the Board;

(g) right to review the management set up or organization of the Issuer and require the Issuer to undertake restructuring as may be considered necessary by the Debenture Holders or Debenture Trustee;

(h) right to disclose to the RBI or to any other authority or to any third person, the name/identity of Issuer or the Sponsor or any Security Provider or their respective directors and the fact of the said Event of Default being committed;

(i) stipulate such additional conditions / amendments as may be required to the Debenture Documents;

(j) right to exercise such other rights as may be available to the Debenture Trustee (for the benefit of the Debenture Holders) under the Debenture Documents or under Applicable Law including filing of any winding up petition against the Issuer.

Material Adverse Effect

A change or consequence in an event, circumstance, occurrence or condition which in the sole opinion of Debenture Trustee has caused, as of any date of determination a material adverse effect: (a) on the business, operations, or financial condition of the Issuer

and/or the Sponsor and/or any of the security providers and/or the SPV’s;

(b) on the ability of the Issuer and/or the Sponsor and/or any of the security providers and/or the SPV’s to perform its obligations under any of the Debenture Documents; and

(c) on the legality, validity or enforceability of any Debenture Documents

Materiality Determination

Any determination with respect to the materiality or reasonability of any matter including of any event, occurrence, circumstance, change, fact, information, document, authorisation, proceeding, act, omission, claims, breach, default or otherwise shall be made or given by the Debenture Trustee (as per the instructions of the Majority Debenture Holders), which decision / determination shall be final and binding on the Issuer.

Restricted Payments

1. The Issuer will not declare any dividend on or buyback of its share capital any time till Final Settlement Date

2. The Issuer shall not pay any interest or principal on any debt availed from Sponsor and/or Strategic Eligible Participants except up streaming of 260 crs as permitted above pursuant to sale of NRSS to InvIT.


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3. The Issuer will not infuse any further equity or extend inter corporate loans / inter corporate deposits to its subsidiaries, associates or related parties, if:

i. The Issuer fails to meet its payment obligations due to Debenture Holders, or

ii. Breach of any of the terms or conditions, or iii. If an EOD has occurred and is continuing

Representation & Warranty

Customary to the transaction of this nature including without limitation: The Issuer represents as follows: (i) Status (ii) Valid and Binding Obligation (iii) Non-conflict with other obligations (iv) Power and Authority (v) Shareholding (vi) Validity and Admissibility in Evidence (vii) Tax (viii) No filing or stamp tax (ix) No Default (x) Disclosure of Information (xi) No misleading information (xii) Financial Statements (xiii) Pari Passu Ranking (xiv) Litigation (xv) No violations (xvi) Tax Returns and Payments (xvii) Compliance with laws (xviii) Use of Proceeds (xix) Security Interest (xx) Insurance (xxi) Non-occurrence of a Material Adverse Effect (xxii) Solvency and Winding Up (xxiii) Authorized Officer (xxiv) Transaction Documents (xxv) Shareholder Approval and Third-Party Consents (xxvi) No Immunity (xxvii) FATCA (xxviii) Sanctions (xxix) Indebtedness (xxx) Willful Defaulter (xxxi) Anti- bribery and anti-corruption (xxxii) Environmental law compliances

Conditions Precedent and

Conditions Subsequent

The Debenture Holders shall subscribe to the Debentures upon the Issuer fulfilling the following conditions precedents to the satisfaction of the Debenture Trustee and the Issuer shall submit conditions precedent documentation where applicable to the Debenture Trustee, prior to the Pay In Date, including but not limited to: The Debenture Holders shall subscribe to the Debentures upon the Issuer fulfilling the following conditions precedents to the satisfaction of the Debenture Trustee and the Issuer shall submit conditions


54

precedent documentation where applicable to the Debenture Trustee, prior to the pay in date, including but not limited to:

Resolutions of the Issuer:

Certified true copies of the applicable corporate authorizations for the execution of the Transaction Documents (including for the creation and perfection of Security), including but not limited to:

(a) resolutions of the shareholders of the Issuer under Sections 180 (1) (a) of the Companies Act, 2013;

(b) resolution of the shareholders of the Issuer under Section 180(1)(c) of the Companies Act, 2013;

(c) resolution of the Board under Section 179 (3) of the Companies Act, inter alia, approving and authorising the terms of Issue;

(d) resolution of the Board or any duly constituted committee of the Board under Section 179 (3) of the Companies Act, inter alia, approving and authorizing officials of the Issuer, to execute all documents and do all such acts, deeds, matters and things in relation to the issue of Debentures, including the execution of the Transaction Documents, affixation of common seal, and authorising specified Persons for the filing of the forms, issuing the certificates and undertaking all actions in connection with the issuance of the Debentures;

(e) resolution of the Board or any duly constituted committee for approving the identified Eligible Participants

Consents / Intimations/ Third Party Agreements

(a) Receipt of consent from the Registrar to act as the registrar and transfer agent for the issue of Debentures;

(b) Appointment of Debenture Trustee and submission of consent letter of the Debenture Trustee to act as the trustee for the Issue;

(c) Execution and receipt of the Debenture Trustee Agreement;

(d) Copy of the provisional Credit Rating from the Rating Agencies together with the rating rationale;

(e) Receipt of the Tripartite Agreement from NSDL;

(f) Certified true copy of the in-principle approval of the Stock Exchange for listing of the Debentures;

(g) All required documents for the purpose of satisfying its respective KYC requirements;

(h) Certified true copy of the constitutional documents of the Issuer (the memorandum and articles of association and the certificate of incorporation).

Certificates

(a) Submission of a certificate issued by a chartered accountant/an Authorised Officer of the Issuer confirming inter-alia (a) the current outstanding Financial Indebtedness of the Issuer, (b) that the present Issue and entering into of the Security Documents (by the Issuer is within the overall borrowing limit (if applicable), (c) there are no pending income tax proceedings


55

against such Issuer under Section 281 of the Income Tax Act, 1961

(b) Submission of a certificate of a director/authorized signatory as mentioned in the resolution/s of the Issuer, with the seal and on the letterhead confirming and/or certifying inter-alia the following:

• the specimen signatures of each Person authorized under the resolutions referred to above;

• that all consents, waivers, approvals, permissions and authorizations from any lenders and other third parties which are required in connection with the Issue has been obtained; and

• it has complied with all SEBI guidelines for issue of Debentures

Miscellaneous

(a) Submission of the signed Disclosure Document and delivered to the Eligible Participants (serially numbered and addressed specifically to such Eligible Participants) under the Companies Act 2013.

(b) Submission of the audited account statements for the most recent financial year

Conditions Subsequent

Customary to financings of this nature including but not limited to:

As customary for financing of this nature including:

(i) On the Deemed Date of Allotment, resolution of the Board or any duly constituted committee recording the allotment of the NCDs to the identified Eligible Participants to whom the Private Placement Offer Cum Application Letter has been issued to, to be passed on the Pay-In Date;

(ii) On the Deemed Date of Allotment, filing of a return of allotment of securities under Form PAS-3 under Section 42 of the Companies Act, 2013 read with Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 with the ROC along with a list of the Debenture holders and with the prescribed fee.

(iii) On the Deemed Date of Allotment Execution and receipt of the Consolidated Debenture Certificate and payment of the requisite stamp duty.

(iv) Submission of final rating within 30 days of the Deemed Date of Allotment

(v) Certified true copies of the resolution of the board of directors of the Sponsor and any other corporate authorisations, evidencing corporate power, authority and the required corporate action for entering into the Sponsor Undertaking, and the signing authority of the persons executing the Debenture Documents on behalf of the Obligors, to the satisfaction of the Debenture Trustee.

(vi) Confirmation of receipt of an ISIN Number from CDSL/NSDL in relation to the issuance of the Debentures in dematerialized form

(vii) Execution and receipt of the simplified debt listing agreement between the Issuer and the Stock Exchange.


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(viii) Application by the Issuer and the Sponsor to the Income Tax authorities for approval under Section 281 of the Income Tax Act, 1961 within 7 days of Deemed Date of Allotment

(ix) Execution of the Debenture Trust Deed within 15 days from the Deemed Date of Allotment

(x) Execution of the all Debenture Documents within 90 days from the Deemed Date of Allotment

(xi) Listing of the NCDs within 20 days from the Deemed Date of Allotment

(xii) End-use certificate issued by an Independent Chartered Accountant within 30 days from the Deemed Date of Allotment

(xiii) Credit of the NCDs within 2 days from the Deemed Date of Allotment

(xiv) Maintain a record in Form PAS-5 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 in respect of the issue of the Debentures with the prescribed fee within 30 (thirty) days from the date of the PPOAL

(xv) Any other documents as required by the Debenture Holders (xvi) Filing of annexure W/Pledgor Form 28 for recording the pledge

over the 49% shares of KTL, GPTL, NER & GTTL (xvii) Filing of annexure W/Pledgor Form 28 for recording the

pledge over the 51% shares of SGL 3 & SGL 4 (xviii) Obtain permission under Section 281(1)(ii) of the Income Tax

Act for creation of the security by the Issuer and the security providers on a best effort basis; Shall immediately intimate the Debenture Trustee upon receipt of any communication from the income tax department/authority in relation to any observations or objections raised by the income tax department/authority.

(xix) Procure the requisite consents from the project lenders of the SPVs, for the creation of pledge over the Shares of the respective Other Entities; Applications for such consent be made to the project lenders of the SPVs immediately and in any event within 15 (fifteen) days from the Deemed Date of Allotment and copies of the same be provided immediately to the Debenture Trustee. Such consents shall be obtained from the lead lenders of each of the SPVs within 30 (thirty) days from Deemed Date of Allotment and shall be obtained from all the other lenders of the SPVs within 120 (One Hundred and Twenty) days from the Deemed Date of Allotment, and copies of the same be provided immediately to the Debenture Trustee; if the consents are not obtained within 120 days from the Deemed Date of Allotment, the Debenture Holders shall reserve the right to (i) recall all Outstanding Amounts due and payable and the Issuer shall be required to redeem the Debentures within 30 (thirty) days of such request from Debenture Holders or (ii) seek any additional security to their satisfaction.

(xx) Conversion of Mandatory Redemption Event Account into Escrow account within 90 days from Deemed Date of Allotment

(xxi) Any other condition as may be stipulated by the Debenture Trustee.


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Provisions related to Cross Default Clause


Role and Responsibilities of Debenture

Trustee

The Issuer has appointed Axis Trustee Services Limited registered with SEBI, as Debenture Trustee for the benefit of Debenture Holders. The responsibilities of the Debenture Trustee shall be in accordance with provisions of the Debenture Trust Deed, the SEBI (Debenture Trustees) Regulations, 1993, ad amended

Governing Law and Jurisdiction

This Disclosure Document shall be governed exclusively in accordance with the laws of India and any disputes arising there from shall be subject to the jurisdiction of appropriate courts and tribunals at Mumbai, India.

Events of Default

1. Non-payment of any of the dues under this issuance on the relevant

Redemption Dates and/or Coupon Payment Date; 2. Issuer committing any breach (other than the payment breach) or

default in the performance or observance of the terms and conditions of the Debenture Documents;

3. All or any part of the proceeds of the Issue is not being utilized for the Purpose or used for any Restricted Use;

4. Cross default on any of the borrowings of Issuer, Sponsor and any intermediate holdco/SPV given as security;

5. Material Adverse Effects for Issuer; 6. Breach of covenants, representation, warranties or any terms and

conditions; 7. The occurrence of any event or circumstances which is prejudicial

to or imperils or depreciates the security given to the Debenture Holders materially and such event or circumstance continues to have a material adverse effect or a period in excess of thirty (30) days;

8. Any corporate action, legal proceedings or other procedure or step is taken in relation to: (a) the suspension of payments, a moratorium of any indebtedness,

winding-up, bankruptcy, dissolution, administration, provisional supervision or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of the Issuer;

(b) composition, compromise, assignment or arrangement with any creditor of the Issuer; or

(c) the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of the Issuer or any of its assets and such appointment is not stayed, quashed or dismissed within a period of 30 (thirty) days.

9. Any application/petition is filed for corporate insolvency resolution against/by the Issuer/Sponsor/SPVs offered as security under the Insolvency & Bankruptcy Code, 2016, as amended;

10. Repudiation of Transaction Documents; 11. Cessation of business; 12. Any criminal proceedings or any governmental proceedings by any

regulatory authorities including accusations, offences relating to bribery are threatened to be instituted or initiated against any of


58

the directors or key managerial personnel of the Issuer, unless the same is stayed or quashed within 30 days;

13. Any Transaction Document once executed and delivered, ceases to be in full force or becomes unlawful, invalid and unenforceable;

14. The Issuer suspends or ceases (or threatens to suspend or cease) to carry on all or a material part of its business; and/or

15. Any other as agreed between the Issuer and the Debenture Holders

Consequence of Event of Default

Upon occurrence and continuance of any of the aforesaid event of default beyond the cure period specified above (as applicable), the Debenture Trustee may require the Issuer to mandatorily redeem the Debentures and forthwith repay the principal amount on the Debentures, along with all Outstanding Amounts including without limitation accrued but unpaid interest, and other costs, charges and expenses incurred under or in connection Debenture Documents

Permitted Indebtedness

The Long Term Debt of the Issuer shall not exceed INR 1150 crore (“Debt Limit”) until the Final Settlement Date. In the event of any additional financing availed in KTL, GPTL, NER II and GTTL (each “Additional Subsidiary Financing”) or a sale of stake of either KTL, GPTL, NER II & GTTL (either in full or part) to India Grid Trust or any other party (“Subsidiary Sale”), such Additional Subsidiary Financing or amounts received under the Subsidiary Sale shall be mandatorily utilised to make pro rata payments to each creditor under the Debt Limit such that the overall Debt Limit is reduced to the extent of the Additional Subsidiary Financing or the proceeds from the Subsidiary Sale, as the case may be. It is hereby clarified that any such payments made pursuant to an Additional Subsidiary Financing or Subsidiary Sale resulting in reduction of the Debt Limit, shall not permit the Issuer to borrow additional amounts upto the Debt Limit without the prior consent of the Debenture Holders and the Issuer submitting to the Debenture Trustee a security cover compliance certificate reflecting that the value of the security interest for the Debentures is sufficient to pay any outstanding principal and/or interest amounts

Transaction Costs

The Issuer shall bear all transaction related costs incurred by the Debenture Holders with respect to legal counsel, valuers and auditors / consultants.

Taxes, Duties, Costs and Expenses

Relevant taxes, duties and levies are to be borne by the Issuer. The charges / fees and any amounts payable under this NCDs by the Issuer as mentioned herein do not include any applicable taxes, levies including, inter alia, service tax and all such impositions shall be borne by the Issuer additionally.

4. ADDITIONAL DISCLOSURES

Particulars Disclosures

A Details of Branches and Units Please refer to Annexure A for branches and units of the Company

B Brief particulars about the Management

Please refer to Annexure B

C Management’s perception of risk factors

Please refer to Annexure C


59


D Details of default, if any, including therein the amount involved, duration of default and present status, in repayment of

i) statutory dues; None

ii) debentures and interest thereon; None

iii) deposits and interest thereon; and

None

iv) loan from any bank or financial institution and interest thereon.

None

E Details of default in annual filing of the Company, if any, under the Companies Act, 2013 and the rules made thereunder

There are no defaults in annual filing of the Company under the Companies Act, 2013 and the rules made thereunder as on date.

F The change in control, if any, in the Company, that would occur consequent to the private placement

Not Applicable as the issue relates to Debentures

G The number of persons to whom allotment on preferential basis/private placement/rights issue has already been made during the year, in terms of number of securities as well as price

Please refer to Annexure D

H Contribution being made by the promoters or directors either as part of the offer or separately in furtherance of such objects

The Issuer is issuing secured rated redeemable non-convertible debentures on private placement basis hence the contribution by the promoters or directors is NIL.

I The details of significant and material orders passed by the regulators, courts and tribunals impacting the going concern status of the Company and its future operations.

There are no material orders passed by the regulators, courts and tribunals which impact the going concern status of the Company and its future operations.

J The pre-issue and post-issue shareholding pattern of the Company

Please refer to Annexure E

K Any financial or other material interest of the directors, promoters or key managerial personnel in the offer/issue and the effect of such interest in so far as it is different from the interests of other persons.

None of the directors, promoters or key managerial personnel has financial or material interests in the offer.

L Details of any litigation or legal None


60


action pending or taken by any Ministry or Department of the Government or a statutory authority against any promoter of the Issuer during the last three years immediately preceding the year of the circulation of this Disclosure Document and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action.

M Remuneration of directors (during the current year and last three financial years)

Please refer to Annexure F

N Related party transactions entered during the last three financial years immediately preceding the year of circulation of this Disclosure Document including with regard to loans made or, guarantees given or securities provided.

Please refer to Annexure G

O Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of this Disclosure Document and of their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark.

None

P Details of any inquiry, inspections or investigations initiated or conducted under the Act or any previous company law in the last three years immediately preceding the year of circulation of this Disclosure Document in the case of company and all of its subsidiaries. Also, if there were any prosecutions filed (whether pending or not) fines imposed, compounding of offences in the

None


61


last three years immediately preceding the year of this Disclosure Document and if so, section-wise details thereof for the company and all of its subsidiaries.

Q Details of acts of material frauds committed against the company in the last three years, if any, and if so, the action taken by the company.

None

R The securities premium account before and after the Issue

Before the issue of Debentures*

Rs. 4.55 crore

After the issue of Debentures*

Rs. 4.55 crore

*as of June 30, 2019

S Details of the existing share capital of the Issuer company in a tabular form, indicating therein with regard to each allotment, the date of allotment, the number of shares allotted, the face value of the shares allotted, the price and the form of consideration Number and price at which each of the allotments were made in the last one year preceding the date of this Disclosure Document separately indicating the allotments made for considerations other than cash and the details of the consideration in each case.

Please refer to Annexure H Please refer to Annexure H

T Price at which the security is being offered including the premium, if any, along with justification of the price;

Face Value: INR 10,00,000 (Indian Rupees Ten Lakhs) Issue Price: INR 10,00,000 at par (Indian Rupees Ten Lakhs) Justification: Issuing at par

U Name and address of the valuer who performed valuation of the security offered, and basis on which the price has been arrived at along with report of the registered valuer;

The Issue is at par value and therefore not required

V Relevant Date with reference to Not Applicable


62


which the price has been arrived at; “Relevant Date” means a date at least thirty days prior to the date on which the general meeting of the company is scheduled to be held.

W The class or class of persons to whom the allotment is proposed to be made;

Eligible Participants

X The proposed time within which the allotment shall be completed;

Issue Opening Date: 18 July 2019 Issue Closing Date: 18 July 2019

Y The change in control, if any, in the company that would occur consequent to the private placement;

Not Applicable

Z the number of persons to whom allotment on preferential basis/private placement/rights issue has already been made during the year, in terms of number of securities as well as price;

None

AA the justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer;

Not Applicable

AB Amount which the company intends to raise by way of proposed offer of securities

INR 300 crores

AC Terms of raising of securities: Duration, if applicable, Rate of dividend or rate of interest, mode of payment and repayment

Market Linked Debentures

Duration / Tenor

2 years 8 Months and 9 days from the Deemed Date of Allotment

Rate of Interest

12.30% p.a.


63


Deemed date of Allotment

19 July 2019

Redemption Date

Final Maturity Date or Mandatory Redemption Date or Coupon Reset Redemption Date or Rating Downgrade Redemption Date

Principal Protection

N.A.

Mode of Payment

RTGS/ NEFT/ any other electronic mode / any other permissible mode of payment in accordance with the SEBI (Issue and Listing of Debt Securities) Regulations, 2008

Mode of repayment

RTGS/ NEFT/ any other electronic mode / any other permissible mode of payment in accordance with the SEBI (Issue and Listing of Debt Securities) Regulations, 2008

Rating India Ratings & Research. Please refer to Annexure K

Issue Size INR 300,00,00,000 (Indian Rupees Three Hundred crores)

AE Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company.

None

5. DISCLOSURES PERTAINING TO WILFUL DEFAULT

Neither the Company nor any of its Promoters or Directors is a wilful defaulter or is in default of payment of interest or repayment of principal amount in respect of debt securities issued by it to the public, if any, for a period of more than six months.


64

6. FINANCIAL POSITION OF THE COMPANY

(a) Capital structure of the Company

Sr. No. Particulars Number of Securities

Description Aggregate Nominal Value (in Rs.)

(i) The capital structure of the company in the following manner in a tabular form

a) Authorised Capital 173,00,00,000 a. 126,00,00,000 – Equity shares

b. 47,00,00,000 – Non Convertible Preference Shares -

1730,00,00,000

b) Issued, Subscribed and Paid-up Capital

169,80,81,964 a. 124,35,29,411 – equity shares

b. 454,552,553

1698,08,19,640

c) Size of the Present offer

3000 Non-convertible debentures

300,00,00,000

d) Paid up capital (after the offer)

169,80,81,964 a. 124,35,29,411 – equity shares

b. 454,552,553

1698,08,19,640

e) Paid up capital (after conversion of convertible instruments)

Not Applicable

f) Share Premium Account (before the offer)

Rs. 4.55 crore

g) Share Premium Account (after the offer)

Rs. 4.55 crore

(ii) Details of the shares allotted by the Company in the one year preceding the date of the private placement offer cum application letter:

Date of Allotment No. of Equity

Shares allotted

Face

Value

(Rs.)

Issue Price (Rs.)

Consideration

(Cash, other than

cash, etc.)

30 March 2018 1,24,34,79,411 10.00 10.00 12,43,47,94,110

Total 1,24,34,79,411 10.00 10.00 12,43,47,94,110

Details of the shares allotted by the Company in the one year preceding the date of the private

placement offer cum application letter:

NIL

(b) Profits of the Company, before and after making provision for tax, for the three financial years immediately preceding the date of issue of private placement offer cum application letter;


65

(Rs. Crore)

Particulars Financial Year 2018-19 Financial Year 2017-18 Financial Year 2016-17

Profit before tax 357.68 118.73 41.81

Profit after tax 297.61 79.75 41.67

(c) Dividends declared by the company in respect of the said three financial years;

interest coverage ratio for last three years (Cash profit after tax plus interest paid/interest paid

Particulars Financial Year 2018-19

Financial Year 2017-18

Financial Year 2016-17

Dividends declared by the Company

- - -

Interest Coverage Ratio

3.25 3.31 2.96

(d) Any change in accounting policies during the last three years and their effect on the

profits and the reserves of the Company None


66

DECLARATION BY THE ISSUER

• The Issuer hereby declares that this Disclosure Document contains full disclosure in accordance with SEBI ILDS Regulations, the Companies Act and the Operational Guidelines.

• 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 Disclosure Document also does not contain any false or misleading statement. The Issuer accepts no responsibility for the statements made otherwise than in this Disclosure Document or in any other material issued by or at the instance of the Issuer and that anyone placing reliance on any other source of information would be doing so at his own risk.

• The Issuer declares that all the relevant provisions of the relevant regulations or guidelines issued by SEBI and other Applicable Laws have been complied with and no statement made in this Disclosure Document is contrary to the provisions of the regulations or guidelines issued by SEBI and other Applicable Law, as the case may be.

I am authorized by the Board of Directors of the Company vide resolution number dated 8 June 2019 to sign this form and declare that all the requirements of Companies Act, 2013 and the rules made thereunder in respect of the subject matter of this form and matters incidental thereto have been complied with. Whatever is stated in this form and in the attachments thereto is true, correct and complete and no information material to the subject matter of this form has been suppressed or concealed and is as per the original records maintained by the promoters subscribing to the Memorandum of Association and Articles of Association. It is further declared and verified that all the required attachments have been completely, correctly and legibly attached to this form. Signed By: ________________________ For Sterlite Power Grid Ventures Limited Name: Saurabh Mathur


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FCS No. - 7272 Designation: Company Secretary Date: 16 July 2019 Place: New Delhi


68

ANNEXURE A

BRANCHES AND UNITS OF THE COMPANY

Registered Office 4th Floor, Godrej Millennium 9 Koregaon Road, Pune- 411001

Corporate Office F-1, The Mira Corporate Suites, 1&2 Ishwar Nagar, Mathura road, New Delhi - 110065


69

ANNEXURE B

BRIEF PARTICULARS OF THE MANAGEMENT OF THE COMPANY

DIRECTORS:

S. No. Name Designation Experience

1 Mr. Pravin Agarwal

Chairman Mr. Pravin Agarwal anchors Sterlite Power Grid Ventures Limited as Chairman and Sterlite Technologies Limited as Vice-Chairman with rich industry experience of more than 30 years. He has been closely involved with Sterlite Group’s operations in India since its inception in 1979. He has been instrumental in the growth of the Company’s telecom and power businesses. Backed by his exhaustive experience, he has been the driving force behind Sterlite’s expansion into multiple markets and the Company’s continued growth momentum. He is an astute businessman, with proven expertise in general management and commercial affairs.

2 Mr. A.R. Narayanaswamy


Mr. A.R. Narayanaswamy joined the Board of Sterlite Power in 2015, bringing with him more than 40 years of management consulting experience across accounting, financial management and information technology. He is, inter alia, an Independent Director at Hindustan Zinc Limited, Sterlite Technologies Limited and Sterlite Power Grid Ventures Limited. He brings with him extensive financial, strategic, and Boardroom experience to Sterlite Power. He is a Fellow Member of the Institute of Chartered Accountants of India (ICAI) and a commerce graduate from Sydenham College, Mumbai.

3 Mr. Pratik Agarwal

Director Mr. Pratik Agarwal is the Group Chief Executive Officer of Sterlite Power Transmission Limited and Director of Sterlite Power Grid Ventures Limited. Previously, he was the vice-chairman of Sterlite Grid and a Director of the Infrastructure business for the Vedanta Group. A Wharton graduate and an MBA from London Business School, Pratik has over 11 years of experience in building core infrastructure assets. He was instrumental in setting up the Vedanta Group’s infrastructure business in 2009. His vision has helped the Company to scale up to levels where it now has significant investments in ports, power transmission and broadband networks.


70


Under Pratik’s leadership, Sterlite Power became the first Indian company to win transmission development projects in Brazil. In a short span of time, Sterlite Power has become the largest Indian developer in Latin America. Pratik was instrumental in creation and launch of the India Grid Trust, India’s first power sector Infrastructure Investment Trust (InvIT). India Grid Trust is steadily growing towards its vision of clocking $5 billion AUM of power transmission assets. Pratik is driven by the unlimited potential of power transmission and the lasting impact of high-quality electricity on society’s development. He invests his time in devising strategy, guiding policy and creating innovative financing and construction solutions to set new standards in energy delivery. His passion for innovations has resulted in the first FDI in the sector and use of aerial technologies like helicranes and heli-stringing towards faster and environment friendly operations. Pratik Agarwal is the Chair of CII core committee on Transmission.

4 Mr. Ved Tiwari Mani

Whole-time Director

Mr. Ved Mani Tiwari as the CEO- Global Infra for Sterlite Power manages the infrastructure business of the Company. Under his leadership, the infra business of the Company has grown to 21 projects spread across India and Brazil. He has close to 3 decades of experience, having worked with public sector as well as the private sector. His understanding of the Indian infrastructure sector has ensured in ahead of schedule completion of projects, many a times for the Company. His innovative bent of thinking has helped in establishing organizations like SunEdison India, Kochi Metro, Chennai Metro and Nagpur Metro. He has also served in Ministry of Railways where he was responsible for Financing, Engineering and Procurement of Infrastructure Projects. Ved’s penchant for innovation and technology has resulted not in timely completion of project but also created massive social impact in the community. These attributes are part of the DNA of his team at Sterlite Power.

5 Ms. Avaantika Kakkar


Ms. Avaantika Kakkar has worked across sectors including infrastructure, pharma, auto & auto-parts, financial services, chemicals, media, technology, distribution, agriculture – commodities, telecommunication, petroleum and


71


natural gas. She heads the competition/anti-trust practice at Cyril Amarchand Mangaldas. She has represented clients as a lead lawyer in some of the major merger controls cases in India and also in the first few cases involving remedies. Her experience in corporate and securities laws, transactional work in M&A, private equity, joint ventures, and structured finance equips her uniquely for strategic advice on merger control. Her professional career spans over 15 years. She was among the first Indian lawyers to start practicing competition law in 2009, when the law became effective.


72

ANNEXURE C

MANAGEMENT’S PERCEPTION OF RISK FACTORS RELATING TO THE DEBENTURES The following is a description of material risk factors, the occurrence or continuation of any of which could have a material adverse effect on the Company’s business, financial condition or results of operations. Risk Factors Risks related to the Business 1. Our ability to ensure that our power transmission projects are fully constructed or operational

at all times may be subject to the limitations of existing equipment, civil structure, or any industrial accident or system disturbances.

2. Our ability to monetize our power transmission projects post completion, through availing of additional debt or sale to India Grid Trust or any other Eligible Participants, is dependent upon the then prevailing financial market conditions.

3. Our success in managing our power transmission operations is limited by the regulatory environment in which we operate.

4. Our revenues are derived solely from the tariff payments received from a consortium of state utilities, which are long-term transmission customers. Their ability to pay could impact our financial position.

5. Our success will depend on our ability to attract and retain our key personnel. Any failure to attract and retain such personnel could have a material adverse impact on our business, financial condition and results of operations.

6. Activities in the business in which we carry on can cause injury to people or property in certain circumstances which could subject us to significant disruptions in business, legal and regulatory actions.

7. Terrorist attacks, civil unrest and other acts of violence or war involving India and other countries could adversely affect the financial markets and our business.

8. Seasonality and inclement weather conditions may have an adverse impact on our business.

(a) Regulatory Risk (i) Transmission projects are exposed to various regulatory changes (including but not

limited to construction linked approvals, approvals from Ministry of Environments and Forests, approvals from CERC, project development, completion certificates).

(b) General Risks

Investment in debt and debt related securities involve a degree of risk and Eligible

Participants should not invest any funds in the debt instruments, unless they can afford to


73

take the risks attached to such investments. Eligible Participants are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking an investment decision, the Eligible Participants must rely on their own examination of the Company, this Disclosure Document issued in pursuance hereof and the Issue including the risks involved. The Issue has not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this Disclosure Document.

(c) Interest Rate Risk

All fixed income securities, such as our Debentures, are subject to price risk. The price of such securities will vary inversely with changes in prevailing interest rates, i.e. when interest rates rise, prices of fixed income securities fall and when interest rates drop, the prices increase. The extent of fall or rise in the prices is a function of the existing coupon, days to maturity and the increase or decrease in the level of prevailing interest rates. Increased rates of interest, which frequently accompany inflation and/or a growing economy, are likely to have a negative effect on the price of our Debentures.

(d) Future legal and regulatory obstructions Future government policies and changes in laws and regulations in India and comments, statements or policy changes by any regulator, including but not limited to the SEBI or the RBI, may adversely affect the Debentures. The timing and content of any new law or regulation is not within the Issuer’s control and such new law, regulation, comment, statement or policy change could have an adverse effect on market for and the price of the Debentures. Further, the RBI or other regulatory authorities may require clarifications on this Disclosure Document, which may cause a delay in the issuance of Debentures or may result in the Debentures being materially affected or even rejected.

(e) Political instability or changes in the government could delay further liberalization of the

Indian economy and adversely affect economic conditions in India generally. Since 1991, successive Indian governments have pursued policies of economic liberalization. The role of the Central and State Governments in the Indian economy as producers, consumers and regulators has remained significant. If there was to be any slowdown in the economic policies, or a reversal of steps already taken, it could have an adverse effect on the debt market which as such is exposed to the risks of the Indian regulatory and policy regime and also have an impact on global economic market.


74

ANNEXURE D

THE NUMBER OF PERSONS TO WHOM ON A PREFERENTIAL BASIS/ PRIVATE PLACEMENT/ RIGHTS ISSUE HAS ALREADY BEEN MADE DURING THE YEAR, IN TERMS OF THE NUMBER OF SECURITIES AS WELL AS THE PRICE

Sl. No.

Nature of

Security Series

Number of

Allottees

No. of securities

issued

Face Value

per security (Rs. in Lakhs)

Issue Price per security

(Rs. in Lakhs)

NIL


75

ANNEXURE E

PRE-ISSUE AND POST-ISSUE SHAREHOLDING PATTERN OF THE COMPANY

Sl. No

Category

Pre-Issue Post-issue

No of shares held

% of shareholding

No of shares held

% of shareholding

A Promoters’ holding

1 Indian

Individual 6 0.00% 6 0.00%

Bodies corporate 1,24,35,29,405 100% 1,24,35,29,405 100%

Sub-total 1,24,35,29,411 100% 1,24,35,29,411 100%

2 Foreign promoters NIL NIL

Sub-total (A)

B Non-promoters’ holding

1 Institutional Eligible Participants

NIL NIL NIL NIL

2 Non-institutional Eligible Participants

NIL NIL NIL NIL

Private Corporate bodies

NIL NIL NIL NIL

Directors and relatives

NIL NIL NIL NIL

Indian public NIL NIL NIL NIL

Others (including non-resident Indians)#

NIL NIL NIL NIL

Sub-total (B) NIL NIL NIL NIL

GRAND TOTAL (A+B)

1,24,35,29,411 100% 1,24,35,29,411 100%


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ANNEXURE F

REMUNERATION OF DIRECTORS DURING THE CURRENT YEAR AND THE LAST THREE FINANCIAL YEARS

Remuneration to Executive Directors: None Remuneration to Non-Executive Directors (in nature of sitting fees and commission):

(Rs. in Crore) Name of Director FY 2018-19 FY 2017-18 FY 2016-17

1. Mr. Pravin Agarwal Nil Nil Nil

2. Mr. Pratik Agarwal Nil Nil Nil

3. Mr. A.R. Narayanaswamy 6,00,000 3,50,000 1,10,000

4. Ms. Avaantika Rajesh Kakkar 3,50,000 1,70,000 1,00,000

5. Mr. Ved Tiwari Mani 17,45,56,511 N/A


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ANNEXURE G

RELATED PARTY TRANSACTION ENTERED DURING THE LAST THREE FINANCIAL YEARS IMMEDIATELY PRECEDING THE YEAR OF ISSUE OF THIS CONSOLIDATED DISCLOSURE DOCUMENT AND PRIVATE PLACEMENT OFFER LETTER INCLUDING WITH REGARD TO LOANS MADE OR, GUARANTEES GIVEN OR SECURITY PROVIDED

(a) Related parties where control exists (i) Holding Company Sterlite Power Transmission Limited (Immediate holding company) Twin Star Overseas Limited, Mauritius (Intermediate holding company) Volcan Investments Limited, Bahamas (Ultimate holding company) ii) Subsidiaries: Sterlite Grid 1 Limited (Till 29 May 2017) Sterlite Grid 2 Limited (Till June 3, 2019) Sterlite Grid 3 Limited (Till June 27, 2019) Sterlite Grid 4 Limited Sterlite Grid 5 Limited Sterlite Grid 6 Limited Sterlite Grid 7 Limited Sterlite Grid 8 Limited Sterlite Grid 9 Limited Sterlite Grid 10 Limited Sterlite Grid 11 Limited Sterlite Grid 12 Limited Sterlite Grid 13 Limited Sterlite Grid 14 Limited Sterlite Grid 15 Limited Sterlite Grid 16 Limited Sterlite Grid 17 Limited Sterlite Grid 18 Limited


78

Sterlite Grid 19 Limited Sterlite Grid 20 Limited Sterlite Grid 21 Limited Sterlite Grid 22 Limited Sterlite Grid 23 Limited Sterlite Grid 24 Limited Sterlite Grid 25 Limited Sterlite Grid 26 Limited Sterlite Grid 27 Limited Sterlite Grid 29 Limited East-North Interconnection Company Limited Bhopal Dhule Transmission Company Limited (Till 29 May 2017) Jabalpur Transmission Company Limited (Till 29 May 2017) RAPP Transmission Company Limited (Till 14 February 2018) Purulia & Kharagpur Transmission Company Limited (Till 14 February 2018) NRSS XXIX (JS) Transmission Limited (Till June 3, 2019) NRSS XXIX Transmission Limited (Till June 3, 2019) Maheshwaram Transmission Limited (Till 14 February 2018) Odisha Generation Phase-II Transmission Limited (Till June 27, 2019) Gurgaon-Palwal Transmission Limited NER-II Transmission Limited Goa-Tamnar Transmission Project Limited Se Vineyards Power Transmission S.A., Brazil Arcoverde Transmissao De Ebergia S.A., Brazil Sterlite Brazil Participicos,S.A., Brazil Sterlite Novo Estado Energia S.A, Brazil Dunas Transmissão de Energia S.A Borborema Transmissão de Energia S.A. São Francisco Transmissão de Energia S.A. Goyas Transmissão de Energia S.A. Marituba Transmissão de Energia S.A. Solaris Transmissão de Energia S.A. Pampa Transmissao de Energia S.A. (Formerly known as Sterlite Brasil Projetos de Transmissao de Energia S.A)


79

Castelo Transmissao de Energia S.A. iii) Associates: Sterlite Grid 2 Limited (From June 4, 2019) NRSS XXIX (JS) Transmission Limited (From June 4, 2019) NRSS XXIX Transmission Limited (From June 4, 2019) iv) Entity exercising significant influence Standard Chartered Financial Holdings, Mauritius (upto 22 January 2018) Standard Chartered Private Equity Korea II Holdings Ltd (upto 22 January 2018) v) Key management personnel (KMP) Mr. Ved Mani Tiwari (CEO and Whole Time Director ) Ms. Pooja Aggarwal (Chief Financial Officer) (From 14 February, 2018) Ms. Kriti Narula (Company Secretary till 8 February 2019) Mr Saurabh Mathur (Company Secretary From 9 February 2019) v) Additional related parties as per the Companies Act, 2013 with whom transactions have taken place during the year i) Directors Mr. Pratik Agarwal (Director &Vice Chairman) Mr. A.R Narayanswamy (Director) Ms. Avaantika Kakkar (Director)

(in Rs. Crore)

No. Particulars Holding Company Subsidiaries Associate and its

subsidiaries Entity exercising

significant influence KMP

Transactions 2018-

19 2017-

18 2016-

17 2015-

16 2018-

19 2017-

18 2016-

17 2015-

16 2018-

19 2017-

18 2016-

17 2015-

16 2018-

19 2017-

18 2016-

17 2015-

16 2018-

19 2017-

18 2016-

17 2015-

16

1

Remuneration -

-

-

-

-

-

-

-

-

-

-

-

-

-

-

89.51

3.72

4.95

1.88

2

Management fees income (excluding GST)

-

-

-

-

20.00

1.51

-

0.10

-

-

-

-

-

-

-

-

-

-


80

3

Project Management fees (excluding GST)

-

-

-

-

-

-

-

-

33.50

2.27

-

-

-

-

-

-

-

-

4 Dividend income

-

-

-

-

2,270.20

-

-

-

709.20

37.35

-

-

-

-

-

-

-

-

5 Loans and advances given

10,390.64

920.00

-

-

6,748.92

1,089.93

486.63

906.87

-

-

-

-

-

-

-

-

-

-

6 Loans and advances repaid

-

-

-

-

6,326.67

715.69

198.57

465.01

-

-

-

-

-

-

-

-

-

-

7

Subscription to units of associate ^

-

-

-

-

-

-

-

-

-

588.04

-

-

-

-

-

-

-

-

8

Purchase of receivables in East-North Interconnection Company Limited from Sterlite Grid 1 Limited

-

-

-

-

-

-

104.68

-

-

-

-

-

-

-

-

-

-

-

9

Purchase of Equity shares, Compulsorily Convertible Preference Shares and Compulsorily Convertible debentures of East-North Interconnection Company Limited

-

-

-

-

-

-

152.72

-

-

-

-

-

-

-

-

-

-

-

10

Issue of Optionally Convertible Redeemable Preference Shares (OCRPS) (including premium)

-

-

-

-

-

-

-

-

-

-

-

-

-

-

50.00

-

-

-

11

Issue of Compulsorily Convertible Preference Shares (CCPS)

-

-

-

50.00

-

-

-

-

-

-

-

-

-

-

-

-

-

-

12

Subscription of equity shares of subsidiaries

-

-

-

-

5,422.58

49.66

0.05

0.05

-

-

-

-

-

-

-

-

-

-


81

13

Repayment of Non-Convertible debentures by Subsidiary

-

-

-

-

-

622.32

-

-

-

-

-

-

-

-

-

-

-

-

14

Sale of Non-Convertible debentures of Sterlite Grid 1 Limited

-

-

-

-

-

-

-

-

-

665.82

-

-

-

-

-

-

-

-

15

Sale of investment in equity shares of Sterlite Grid 1 Limited

-

-

-

-

-

-

-

-

-

57.39

-

-

-

-

-

-

-

-

16

Sale of Compulsorily Convertible Debentures (CCD)

-

-

-

-

-

-

-

76.48

-

-

-

-

-

-

-

-

-

-

17

Sale of goods and services (net of taxes)

-

-

-

-

25,145.61

1,340.88

1,552.38

812.20

-

-

-

-

-

-

-

-

-

-

18

Purchase of goods (net of taxes)

1,173.48

340.35

386.61

281.91

-

-

-

-

-

-

-

-

-

-

-

-

-

-

19

Advance received against contracts (Including tax)

-

-

-

-

1,733.97

434.06

765.75

391.15

-

-

-

-

-

-

-

-

-

-

20

Advance given against contracts

-

30.42

9.97

33.63

-

-

-

-

-

-

-

-

-

-

-

-

-

-

21

Corporate guarantee given -

-

-

-

-

-

2,250.00

25.00

280.00

-

-

-

-

-

-

-

-

-

22

Bank guarantee given on behalf of Subsidiary

-

-

-

-

1,683.90

42.35

311.17

-

-

-

-

-

-

-

-

-

-

-

23

Reimbursement of Expenses (Received or Receivable)

-

-

-

-

78.33

1.56

29.53

72.84

-

-

-

-

-

-

-

-

-

-

24

Reimbursement of Expenses (Paid or Payable)

2.23

-

-

-

2.03

-

15.52

0.04

28.76

-

-

-

-

-

-

-

-

-

25

Director Sitting Fees -

-

-

-

-

-

-

-

-

-

-

-

-

-

-

2.35

0.05

0.02

0.03


82

26

Conversion of CCPS into equity shares of the Company

-

1,243.48

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

27

Conversion of OCRPS into RPS of the Company

-

1,009.86

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Performance Bank guarantee given on behalf of subsidairy

6,834.88

-

24

Loan received -

4,365.03

-

25

Purchase consideration received

-

-

156.72

26

Indemnification as per Share Purchase Agreement

-

-

53.47

27

Sale of investments -

0.05

-

28

Interest received -

55.08

-

S. No.

Outstanding Balances 31

Mar’ 2019

31 Mar’ 2018

31 Mar’ 2017

31 Mar’ 2016

31 Mar’ 2019

31 Mar’ 2018

31 Mar’ 2017

31 Mar’ 2016

31 Mar’ 2019

31 Mar’ 2018

31 Mar’2

017

31 Mar’ 2016

31 Mar’ 2019

31 Mar’ 2018

31 Mar’ 2017

31 Mar’ 2016

31 Mar’ 2019

31 Mar’ 2018

31 Mar’ 2017

31 Mar’ 2016

1

Management fees Payable (net of TDS)

-

-

- -

1.05

0.10

3.18

3.18

-

-

-

-

-

-

-

-

2

Management fees Receivable (net of TDS)

-

-

- -

10.90

8.45

6.07

-

15.21

-

-

-

-

-

-

-

-

3

Interest receivable (net of TDS) -

-

- -

-

-

27.57

0.76

-

-

-

-

-

-

-

-


83

4

Loans and advances receivable 19,590.64

920.00

-

-

12,694.69

1,268.32

867.27

612.09

-

-

-

-

-

-

-

-

5

Optionally Convertible Redeemable Preference Shares (OCRPS)

-

-

-

-

-

-

-

-

-

-

-

-

994.86

454.55

-

-

-

6

Redeemable preference shares (RPS)

10,098.55

1,009.86

-

-

-

-

-

-

-

-

-

-

-

-

-

-

7

Compulsorily Convertible Preference Shares (CCPS)

-

-

1,243.48

1,243.48

-

-

-

-

-

-

-

-

-

-

-

-

8

Investment in equity shares -

-

-

-

6,793.89

137.13

144.86

144.79

-

-

-

-

-

-

-

-

9

Investment in Non Convertible Debentures (NCD)

-

-

-

-

434.36

-

1,331.58

1,331.58

-

-

-

-

-

-

-

-

10

Investment in Compulsorily Convertible Debentures (CCD)

-

-

-

-

200.00

20.00

20.00

-

-

-

-

-

-

-

-

-

11

Investment in Compulsorily Convertible Preference Shares (CCPS)

-

-

-

-

862.93

86.29

132.70

-

-

-

-

-

-

-

-

-

12

Investment in associate -

-

-

-

-

-

-

-

5,044.37

588.03

-

-

-

-

-

-

-

13

Trade receivables -

2.51

-

-

4,173.59

614.57

874.94

422.46

-

-

-

-

-

-

-

-

14

Amount payable against supplies and reimbursement of expenses (net of advance)

685.08

179.88

67.70

5.49

-

-

-

-

-

-

-

-

-

-

-

-


84

15

Advance from customers -

49.41

56.50

-

5,178.57

1,064.78

830.08

-

-

-

-

-

-

-

-

-

16

Advance received against EPC Contract

-

-

-

-

391.15

17

Advance given against EPC Contract

-

34.20

-

-

-

-

-

-

-

-

-

-

-

-

18

Others payables -

-

-

0.07

47.58

-

21.15

-

28.76

-

-

-

-

-

-

-

-

19

Others receivables -

-

-

-

3.43

0.56

36.39

16.59

156.72

-

-

-

-

-

-

-

-

20

Corporate guarantee given outstanding at year end

-

-

-

-

-

2,250.00

2,250.00

-

280.00

-

-

-

-

-

-

-

-

21

Bank guarantee given outstanding at year end

-

-

-

-

10,921.47

353.52

311.17

-

25.00

-

-

-

-

-

-

-

-


85

ANNEXURE H

DETAILS OF EXISTING SHARE CAPITAL OF THE COMPANY

Existing Share Capital of the Issuer, as on June 30, 2019:

Date of Allotment/Transfer

No. of Equity Shares allotted

Face Value (Rs.)

Issue Price/Transfer

price(Rs.)

Consideration (Cash, other than

cash, etc.)

Equity share capital

03 June 2014 50,000 10 10 5,00,000

30 March 2018 124,35,79,411 10 10 1243,47,94,110

Optionally convertible redeemable preference shares

13 October 2017* 9,09,10,511 10 22.22 202,00,00,000

22 January 2018* 36,36,42,042 10 22.22 808,00,00,000

Details of the shares allotted by the Company in the one year preceding the date of the private placement offer cum application letter:

Nil

*The OCRPS has been transferred from Standard Chartered Financial Holdings, Standard Chartered Private Equity Korea III Holdings Limited and Marina Hari (IV) Pte Limited to Sterlite Power Transmission Limited Equity Share Capital (Paid in capital) history as on last quarter end June 30, 2019

Date of Allotme

nt

No. of Equity Shares

Face

Value

(Rs.)

Issue Price (Rs.)

Consideration (Cash,

other than cash, etc.)

Nature of Allotment

Cumulative Remark

No of equity shares

Equity Share Capital (Rs.)

Equity Share Premium (in

Rs.)

03 June 2014

50,000 10 10 5,00,000 First allotment

50,000 5,00,000 0 -

30 March 2018

124,34,79, 411

10 10 1243,47,94,110

Conversion of CCPS into equity

124,34,79, 411

1243,47,94, 110

0 -


86

ANNEXURE I

CONSENT LETTER FROM THE REGISTRAR TO THE ISSUE


87

ANNEXURE J

CONSENT LETTER FROM THE DEBENTURE TRUSTEE


88

ANNEXURE K

RATING LETTER FROM INDIA RATINGS AND RESEARCH LIMITED


89


90


91


92

ANNEXURE L

BOARD RESOLUTION


93


94


95


96


97

ANNEXURE M

SHAREHOLDERS RESOLUTION


98


99

ANNEXURE N

IN PRINCIPLE APPROVAL OF THE STOCK EXCHANGE